/raid1/www/Hosts/bankrupt/TCR_Public/170919.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, September 19, 2017, Vol. 21, No. 261
Headlines
1631 HYDE PARK: Wants to Use Commerce Bank Cash Collateral
2260 EAST MAIN: Sale of Mesa Property to H&D for $2.8M Approved
5 STAR: Trustee's Sale of South Bend Properties for $215K Approved
680 MONTAUK: Case Summary & Unsecured Creditor
A & A GRANITE: Has Final Approval to Use FGB Cash Collateral
A & A GRANITE: U.S. Trustee Forms Two-Member Committee
ACI CONCRETE: Case Summary & 20 Largest Unsecured Creditors
ADEPTUS HEALTH: Allowed to Modify Plan, Sept. 26 Plan Hearing Set
AEROGROUP INT'L: Aerosoles Retailer to Close Most Stores
AEROGROUP INT'L: Sept. 26 Meeting Set to Form Creditors' Panel
ALEVO USA: Committee Taps Northen Blue as Legal Counsel
ALGODON WINES: Obtains $693K From Sale of Preferred Stock
ALLEN TYLER: Academy Buying Cambridge Property for $190K
ALTA MESA: Provides Presentation Discussing Silver Run Merger
AMERICAN CONTAINER: D&D Buying Olive Branch Property for $1.9M
AMPLIPHI BIOSCIENCES: Two Directors Elected by Shareholders
ANDY'S TRUCK: Voluntary Chapter 11 Case Summary
APCO HOLDINGS: S&P Lowers CCR to 'B-' on Weaker Credit Metrics
ARBOR REALTY: Egan-Jones Hikes Sr. Unsecured Ratings to B+
ARCHITECTURAL MATERIALS: U.S. Trustee Unable to Appoint Committee
ARCONIC INC: EVP Strategy and Corporate Services Resigns
ARMSTRONG ENERGY: Forbearance Agreement Extended Until Sept. 24
ASCENT GROUP: Oct. 10 Plan Confirmation Hearing
ASCENT GROUP: Unsecureds to Recoup Up to 100% Under Plan
ASPECT SOFTWARE: Guilty of Negligent Misrepresentation, Court Rules
AUTHENTIDATE HOLDING: Sues Ex-CEO for 'Fraud and Breach of Duty'
AVAYA INC: Judge Cecelia Morris Named Mediator on Plan Objections
AVAYA INC: Plan Exclusivity Period Extended Until November 30
BAILEY'S EXPRESS: Allowed to Continue Using Cash Until Sept. 30
BANESCO USA: Fitch Hikes IDR to BB- & Revises Outlook to Stable
BCW EXPRESS: Wants Court Approval to Use Cash Collateral
BEAR FIGUEROA: Sale of Los Angeles Property Denied w/o Prejudice
BISON GLOBAL: Case Summary & 20 Largest Unsecured Creditors
BLACKRIDGE TECHNOLOGY: May Issue 22.8M Shares Under Stock Plan
BLINK CHARGING: Obtains $260,000 in Financing from Lenders
BLUFF CREEK: Wants Exclusive Plan Filing Deadline Moved to Feb. 2
BOWMAN DAIRY: Has Interim OK to Use Beacon Cash Collateral
BRAZOS PRESBYTERIAN: Fitch Affirms BB+ Rating on Revenue Bonds
BSRV INC: Lot in Richmondhill, NY Up for Oct. 20 Auction
CALAMP CORP: Egan-Jones Lowers Sr. Unsecured Ratings to B+
CALMARE THERAPEUTICS: BDO USA Replaced Mayer Hoffman as Accountant
CAROUSEL OF LANGUAGES: 20% Recovery for Unsecureds Over 5 Years
CASHMAN EQUIPMENT: Sale of 14 Vessels Approved
CF INDUSTRIES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
CHESAPEAKE ENERGY: Egan-Jones Raises Sr. Unsec Ratings to CC
CHICAGO CENTRAL: Case Summary & 20 Largest Unsecured Creditors
COATES INTERNATIONAL: Issues $75,000 Promissory Notes to Adar Bays
COMBIMATRIX CORP: Invitae Commences Common Stock Exchange Offer
CONNEAUT LAKE VOLUNTEER: U.S. Trustee Unable to Appoint Committee
CORNERSTONE APPAREL: Agrees with Committee on Shorter Exclusivity
CORNERSTONE APPAREL: Kelley Drye Replaced as Committee Counsel
CREEKSIDE VILLAGE: Plan, Disclosures Hearing Set for Oct. 20
CRYOPORT INC: Five Directors Elected by Stockholders
CUMULUS MEDIA: Director Quits to Transfer to Another Company
DARIN BECK: Case Summary & 3 Largest Unsecured Creditors
DAWSON INTERNATIONAL: Wants Plan Filing Deadline Moved to Nov. 27
DELCATH SYSTEMS: Proposed Stock Split Fails to Get Required Votes
DEXTERA SURGICAL: Has 47.8M Outstanding Common Stock as of Sept. 7
DIGICERT PARENT: Upsized Term Loan No Impact on Fitch BB- IDR
DUNDEE ENERGY: Commences Sale Solicitation Process for Assets
EASTGATE PROFESSIONAL: Taps Goering & Goering as Legal Counsel
EMERALD GRANDE: Unsecureds to be Paid in Full in 10 Years
ENDEAVOR ENERGY: Moody's Hikes CFR to B2; Outlook Stable
ENERGY FUTURE: Sempra Support Agreement Alters Plan Obligations
ERCC CONSTRUCTION: Voluntary Chapter 11 Case Summary
ESPLANADE HL: May Use Cash Collateral Until Oct. 15
EVERETT'S AUTOMOTIVE: Wants Plan Filing Extended Through Nov. 13
F.I.G. DAUFUSKIE: Oct. 26 Disclosure Statement Hearing
FARMHAND SUPPLY: Gets Court Approval of Plan to Exit Bankruptcy
FERGUSON, MO: Moody's Affirms Ba3 GOULT Debt Rating; Outlook Pos.
FIRST CAPITAL: Case Summary & 20 Largest Unsecured Creditors
FLEMMING'S GRILL: Unsecureds to Get 5-25% in 24-60 Months
FLEXERA SOFTWARE: Moody's Affirms B2 CFR; Outlook Stable
FLY LEASING: Moody's Hikes CFR to Ba3; Outlook Stable
FRED'S INC: Egan-Jones Lowers Sr. Unsecured Ratings to B-
FULLCIRCLE REGISTRY: Findley Resigns as Chairman and CEO
GEK REALTY: Unsecureds to Recover 10% Under BHMPW Plan
GENERAL COMMUNICATION: Egan-Jones Cuts Sr. Unsec Ratings to B-
GENESIS TOTAL: U.S. Trustee Appoints Deborah L. Fish as PCO
GENON ENERGY: Wants Plan Exclusivity Continued Thru Mid-April
GILDED AGE: Wants to Use Cash for September 2017 Expenses
GLYECO INC: Raises $2.29 Million From Rights Offering
GOLFSMITH INTERNATIONAL: Seeks Jan. 9 Plan Exclusivity Extension
GREEN POLKADOT: 3 Largest Creditors Convert Debt to Equity
GULFMARK OFFSHORE: Needs Until Nov. 13 to Complete Plan Talks
GULFMARK OFFSHORE: Seeks Exclusivity Extension Thru Nov. 13
GUP'S HILL PLANTATION: Unsecureds to Get Nothing Under Latest Plan
HELIOS AND MATHESON: Surpasses 400K Paying Monthly Subscribers
HENDERSON ENTERPRISES: Oct. 11 Plan Confirmation Hearing
HOUSTON AMERICAN: Receives $2.4M Proceeds From Stock Offering
HUMANIGEN INC: FDA Grants Fast Track Designation to Benznidazole
HUNTWICKE CAPITAL: Will Restate Recently Filed Quarterly Reports
I-LIGHTING LLC: Seeks December 12 Plan Exclusivity Extension
IBEX LLC: Allowed to Use Cash Collateral Until Oct. 31
IHEARTCOMMUNICATIONS INC: CCOH Plans to Demand $25M Note Repayment
INTERPACE DIAGNOSTICS: Elects Esophageal Disorder 'Expert' to Board
ISTAR INC: Fitch Raises Long-Term Issuer Default Rating to BB-
ITUS CORP: Meetrix Has 6.53% Stake as of July 28
JAMES BUSCHENA: Bank of West Buying Murray Property for $808K
JOHN FITZGIBBON HOSP: Fitch Cuts Rating on $9.9MM Bonds to BB+
JOHN Q. HAMMONS: Reids Buying Springfield Property $79K
JOURNEY HOSPICE: Creditors Seek Appointment of Chapter 11 Trustee
JRD CONTRACTING: 3-Member Unsecured General Creditors Panel Named
JRD CONTRACTING: 4-Member Creditors Panel Named for Land Clearing
KABBALAH TAXI: Seeks Authorization to Use BFCU Cash Collateral
KANAWHA INSURANCE: S&P Lowers CCR to 'BB+', Outlook Negative
KATY INDUSTRIES: Needs More Time to Review Claims, File Plan
KB HOME: Fitch Affirms B+ IDR & Revises Outlook to Positive
KEYPOINT GOVERNMENT: Moody's Withdraws B3 Corporate Family Rating
KRATOS DEFENSE: S&P Raises CCR to 'B' on Expected Debt Repayment
LADENBURG THALMAN: Egan-Jones Withdraws B+ Unsec. Debt Ratings
LAS UVAS VALLEY: Case Summary & 20 Largest Unsecured Creditors
LATTICE SEMICONDUCTOR: S&P Affirms 'B' CCR, Off CreditWatch Dev.
LAURITSEN FIREWOOD: Seeks More Time to File Plan, Awaits Harvest
LE-MAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
LIL ROCK: Taps Carmody MacDonald as Legal Counsel
LOLA PROPERTIES: Lot in Far Rockaway, NY Up for Oct. 20 Auction
MANUFACTURERS ASSOCIATES: Confirmation Hearing Set for Oct. 25
MERRIMACK PHARMACEUTICALS: OKs Performance Bonus for CEO & CFO
METRO NEWSPAPER: Sets Sale Procedures for Comic and Art Assets
METROPOLITAN AVENUE: Parking Space Up for Auction on Oct. 20
MIDWEST FARM: Plan Outline Okayed, Plan Hearing on Oct. 19
MILFORD AUTO: Oct. 13 Plan and Disclosures Hearing
NEIGHBORS' CONSEJO: Disclosure Statement Hearing Set for Oct. 18
NEIMAN MARCUS: Parent OKs Grants of Stock Options to Executives
NEW BELVEDERE: Taps Scarlett Croll as Legal Counsel
NEW YORK TIMES: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
NORTHERN CAPITAL: U.S. Trustee Unable to Appoint Committee
OAKRIDGE HOLDINGS: Can Exclusively File Plan Thru Jan. 18
OLIVE MERGER: Moody's Revises Outlook Neg. & Affirms B3 CFR
ONCOBIOLOGICS INC: GMS Tenshi Invests $25 Million
ONE HORIZON: Zhanming Wu Reports 55.2% Stake as of Sept. 14
ORANGE ACRES: Hurricane Delays Reorganization Plan Talks, Filing
OTTER PRODUCTS: S&P Withdraws 'B+' Corporate Credit Rating
PACIFIC DRILLING: Delisted from NYSE for Noncompliance
PARADISE MEDSPA: Ready Cap to be Paid $3K Monthly Under New Plan
PARAMOUNT BUILDING: Case Summary & 20 Largest Unsecured Creditors
PARETEUM CORP: Four Directors Elected by Stockholders
PASSAGE VILLAGE: Wants to Use Cash to Defray September Expenses
PERFUMANIA HOLDINGS: Hires Epiq as Administrative Advisor
PREMIER EXHIBITIONS: Court Approves Retention & Incentive Programs
PREMIER INVESTMENT: Case Summary & Unsecured Creditor
PROPERTY SPECIALISTS: Case Summary & 12 Unsecured Creditors
PUERTO RICO: Retirees Panel Seeks Info Access Procedures
RAMON LOPEZ: Co-Owner Seeks Appointment of Chapter 11 Trustee
RANGER FABRICATION: Plan Filing Deadline Extended Until Dec. 28
REDBOX WORKSHOP: Unsecureds to Recover 100% Over 5 Years
RESOLUTE ENERGY: Aneth Divestment No Impact on Fitch B- IDR
RSH LIQUIDATING: Court Grants Bid to Dismiss Former Workers' Suit
RXI PHARMACEUTICALS: Terminates CBO "Without Cause"
SE PROFESSIONALS: Wants Exclusive Plan Filing Extended to Jan. 19
SEADRILL LTD: Enters Into Restructuring Support Agreement with SFL
SHEET METAL AIR: Can Use Cash Collateral on Interim Basis
SHINGLE SPRINGS: S&P Affirms Then Withdraws 'B+' ICR
SPI ENERGY: Agrees to Amend Its Deposit Agreement With BNY Mellon
SPRUHA SHAH: 3rd Interim Cash Collateral Order Entered
SQUARETWO FINANCIAL: Ohio Consumers Class Can't Pursue Claims
ST. ALBANS CLEANERS: U.S. Trustee Unable to Appoint Committee
STAGE COACH: California Court Affirms Chapter 11 Case Dismissal
STAR GAS: Egan-Jones Raises Sr. Unsecured Ratings to BB+
STINAR HG: Exclusive Plan Filing Deadline Extended to Jan. 18
STUDIO TWENTYEIGHT: Has Final OK on Cash Collateral Use
SURPLUS MANAGEMENT: Voluntary Chapter 11 Case Summary
THOMAS BEESON: Selling Deerfield Property for $3.3M to Fund Plan
TMR LLC: U.S. Trustee Unable to Appoint Committee
TOYS "R" US: Set to File for Bankruptcy as Soon as This Week
UNI-PIXEL INC: Common Stock Delisted from Nasdaq
VILLAGE NEWS: Asks Court to Approve Disclosure Statement
VINCE MYERS: Court Denies Use of Cash Collateral
VYCOR MEDICAL: Peter Zachariou Has 25.7% Stake as of Aug. 5
WALL ST. RECYCLING: Has Final Nod to Use Wexford Cash Collateral
WHEEL AND TIRE: Disclosure Statement Conditionally Approved
WILDHORSE RESOURCE: $150MM Add-on Notes No Impact on Moody's B3 CFR
Y & Z WORLD: US-China Assets Seeks Appointment of Ch. 11 Trustee
[*] Patterson Belknap Webb & Tyler Launches Bankruptcy Blog
[^] Large Companies with Insolvent Balance Sheet
*********
1631 HYDE PARK: Wants to Use Commerce Bank Cash Collateral
----------------------------------------------------------
1631 Hyde Park Avenue, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to use cash
collateral in the ordinary course of business to pay the expenses
indicated in the Budget.
The Debtor has prepared a budget for the period of September 2017
to February 2017 which provides total operating expenses of
approximately $4,495 per month.
The principal asset of the Debtor is the property located at 1631
Hyde Park Avenue, Hyde Park MA -- which is valued at $1,295,822. At
present the Debtor is receiving approximately $7,000 per month in
rents. The rent from this property constitutes cash collateral.
Commerce Bank, is the present holder of a first and second mortgage
on the Debtor's assets. The approximate amount due on the note to
Commerce Bank is $587,054.
As adequate protection, the Debtor proposes:
(a) To maintain insurance on the property. At present, the
property is insured;
(b) To grant to the lien holder a replacement lien on the same
types of postpetition property of the estate against which the
lienholder held the lien as of September 1, 2017, the Chapter 11
petition date. Said replacement lien will maintain the same
priority, validity and enforceability the lien holder's prepetition
lien and will be recognized only to the extent of the diminution in
value of the mortgage holder's prepetition collateral after the
petition date resulting from the Debtor's use of cash collateral
during the pendency of this case; and
(c) To make the payments as set forth in the projected budget
for the months of September 2017 to February 2017.
A full-text copy of the Debtor's Motion, dated Sept. 1, 2017, is
available at https://is.gd/gZUJgu
About 1631 Hyde Park Avenue
1631 Hyde Park Avenue, LLC, listed its business as a single asset
real estate as defined in 11 U.S.C. Section 101(51B). The Company
owns a home located at 1631 Hyde Park Ave, in Boston,
Massachusetts, valued at $1.29 million. This home is currently
recorded as part of Suffolk County with approximately 6200 square
feet.
1631 Hyde Park Avenue filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 17-13308) on Sept. 2, 2017, disclosing $1.29 million in
assets and $587,054 in liabilities. The petition was signed by
Siveny Augustin and Marie Augustin, owner and operator.
The case is assigned to Judge Melvin S. Hoffman.
The Debtor is represented by Daniel Occena, Esq. at Occena Law,
P.C.
2260 EAST MAIN: Sale of Mesa Property to H&D for $2.8M Approved
---------------------------------------------------------------
Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central
District of California authorized 2260 East Main Street, LLC's sale
of real property located at 2260 East Main Street, Mesa, Arizona,
to H&D Arizona, LLC or assigns which has been designated as 3640
Chambers, LLC for $2,750,000.
A hearing on the Motion was held on Sept. 11, 2017 at 2:00 p.m.
The sale is free and clear of those liens, encumbrances, claims and
interests.
Notwithstanding Rules 6004(h) and 6006(d), the Order will be
effective immediately and the 14-day stay is waived.
The Debtor authorized to enter the Stipulation and Settlement with
Western Alliance Bank and Release Agreement with Forest River,
Inc., which are approved pursuant to Bankruptcy Rule 9019.
About 2260 East Main Street
On April 14, 2011, 2260 East Main Street, LLC, was incorporated as
an Arizona limited liability company. Its managing member and
majority shareholder (75.5%) is Brett McMahon, who resides in
Irvine, California and operates his companies, including the
Debtor, from an office located in Irvine, California. The
company's minority shareholder (24.5%) is Michael Lankford, who
resides in Riverside, California.
2260 East Main Street, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-10571) on Feb.
16, 2017. The petition was signed by Brent McMahon, managing
member. 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 Mark S. Wallace. The Debtor tapped Robert P. Goe, Esq., and
Donald W. Reid, Esq., at Goe & Forsythe, LLP, as counsel.
5 STAR: Trustee's Sale of South Bend Properties for $215K Approved
------------------------------------------------------------------
Judge Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana authorized the private sale by Douglas
R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and
affiliates of real estate commonly known as (i) 2614 Edison Road,
South Bend, St. Joseph County, Indiana for $42,000; (ii) 1845
Renfrew Drive, South Bend, St. Joseph County, Indiana for $53,000;
(iii) 1324 Northlea Street, South Bend, St. Joseph County, Indiana
for $30,000; (iv) 19261 Greenacre Street, South Bend, St. Joseph
County, Indiana for $55,000; and (v) 841 South 35th Street, South
Bend, St. Joseph County, Indiana for $35,000, to William Watterud.
The sale of the Real Estate is "as is and where is and with all
faults," no representations or warranties of any kind are made by
the Trustee, and free and clear of any and all liens, encumbrances,
claims or interests. The Trustee is permitted to sell the Real
Estate free and clear of the Tax Liens.
At closing, the Trustee is authorized to direct Meridian Title Co.
to disburse from the proceeds from the sale, first to pay the costs
and expenses of the sale, including the commission owed to the
Tiffany Group in the approximate sum of $10,750, second to pay all
real estate taxes and assessments outstanding and unpaid at the
time of closing, including the Tax Liens, and third to pay any
other special assessments liens, utilities, water and sewer charges
and any other charges customarily prorated in similar
transactions.
The Trustee is authorized and directed to retain the excess
proceeds from the sale of the Real Estate until further order of
the Court.
Notwithstanding any provisions of the Bankruptcy Code or Bankruptcy
Rules, the Order will be effective and enforceable immediately upon
entry, and any stay thereof, including without limitation
Bankruptcy Rule 6004(h), is abrogated.
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC")
filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court
for
the Northern District of Indiana, Hammond Division ("SEC Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital
Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000. Additionally, on Nov.
5,
2015, the SEC obtained an ex parte temporary restraining Order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl
D. Miller sought protection under Chapter 11 of the Bankruptcy
Code
(Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5
Star
estimated its assets at up to $50,000 and its liabilities between
$1 million and $10 million. The Debtors' counsel was Katherine C.
O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's Motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
The Trustee's attorneys:
RUBIN & LEVIN, P.C.
Meredith R. Theisen
Deborah J. Caruso
John C. Hoard
James E. Rossow, Jr.
Meredith R. Theisen
135 N. Pennsylvania Street, Suite 1400
Indianapolis, Indiana 46204
Tel: (317) 634-0300
Fax: (317) 263-9411
E-mail: dcaruso@rubin-levin.net
johnh@rubin-levin.net
jim@rubin-levin.net
mtheisen@rubin-levin.net
680 MONTAUK: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: 680 Montauk Highway, L.L.C.
9 Douglas Court
Hampton Bays, NY 11946-1133
Business Description: 680 Montauk Highway, L.L.C., which filed
as a "single asset real business", owns in
fee simple interest a real property located
at 680 Montauk Highway, East Quogue, New,
York 11942 valued by the Company at
$900,000.
NAICS (North American
Industry Classification
System) 4-Digit Code that
Best Describes Debtor: 5311
Case No.: 17-75626
Chapter 11 Petition Date: September 14, 2017
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Alan S. Trust
Debtor's Counsel: Mark E Cohen, Esq.
MARK E. COHEN, ESQ.
108-18 Queens Blvd,
Fourth Floor, Suite #3
Forest Hills, NY 11375
Tel: (718) 258-1500
Fax: (718) 793-1627
Email: MECESQ2@aol.com
Total Assets: $900,000
Total Liabilities: $1.25 million
The petition was signed by Gary S. Bronat, managing member and
owner of 99% membership interest.
The Debtor's list of 20 largest unsecured claims has a single
entry: Bayview Loan Servicing, holding an unsecured claim of
$352,824.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-75626.pdf
A & A GRANITE: Has Final Approval to Use FGB Cash Collateral
------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas signed an agreed final order authorizing
A & A Granite and Limestone, LLC to use the cash collateral in
which First Guaranty Bank assert a lien position to pay for those
items set forth on the Budget.
The approved Budget provides total expenses of approximately
$190,107 for the month of September 2017 and $133,769 for the month
of October 2017.
As adequate protection, First Guaranty Bank is granted with
replacement liens to the extent of any diminishment in the value of
First Guaranty Bank's interest in such cash collateral, in
accordance with its existing priority.
In addition, the Debtor is directed to provide to First Guaranty
Bank with an accounting and reconciliation of the monthly budget
verses the actual expenses the Debtor incurred each month, for the
prior month commencing with Sept. 10, 2017.
A full-text copy of the Agreed Final Order, dated Aug. 31, 2017, is
available at https://is.gd/39x8Ck
About A & A Granite
A & A Granite and Limestone, LLC, is a wholesale supplier of
granite and limestone in Royse City, Texas. It is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
A & A Granite and Limestone filed a Chapter 11 petition (Bankr.
E.D. Tex. Case No. 17-41678) on Aug. 1, 2017. The petition was
signed by Robert Gladu, managing member. The Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
estimated liabilities. The case is assigned to Judge Brenda T.
Rhoades. The Debtor is represented by Eric A. Liepins, Esq., at
Eric A. Liepins P.C.
A & A GRANITE: U.S. Trustee Forms Two-Member Committee
------------------------------------------------------
William T. Neary, U.S. Trustee for Region 6, on Sept. 14 appointed
two creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of A & A Granite and Limestone,
LLC.
The committee members are:
(1) Brian Youngblood
ELEVATION SOURCING, LLC
5565 Wright Brothers Dr.
Addison, TX 75001
Tel: (469) 478-3164
E-mail: byoungblood@elevationsourcing.com
(2) Brian Benitez
CUTLER-CSMITH, PC
12750 Merit Drive, Suite 1450
Dallas, Texas 75251
Tel: (214) 219-0800
E-mail: bbenitez@cutler-smith.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 A & A Granite
A & A Granite and Limestone, LLC, is a wholesale supplier of
granite and limestone in Royse City, Texas. It is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
A & A Granite and Limestone filed a Chapter 11 petition (Bankr.
E.D. Tex. Case No. 17-41678) on Aug. 1, 2017. The petition was
signed by Robert Gladu, managing member. The Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
estimated liabilities. The case is assigned to Judge Brenda T.
Rhoades. The Debtor is represented by Eric A. Liepins, Esq., at
Eric A. Liepins P.C.
ACI CONCRETE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
ACI Concrete Placement of Kansas, LLC 17-21770
dba ACI Concrete Placement
20160 W. 191st Street
Spring Hill, KS 66083
ACI Concrete Placement of Lincoln, LLC 17-21771
ACI Concrete Placement of Oklahoma, LLC 17-21772
OKK Equipment, LLC 17-21773
KOK Holdings, LLC 17-21774
Business Description: Founded in 2007, ACI Concrete Placement
provides concrete pumping and telebelt
material placement. In addition to its
traditional concrete placement services, ACI
specializes in slip form concrete placement
and separate placing booms. The Company
owns a fleet of over 55 machines for slope
paving, indoor pumping, and small set up
areas, small line and grout pumps and truck
mounted conveyors, etc. ACI Concrete is
headquartered in Spring Hill, Kansas, with
additional locations in Nebraska, Missouri,
and Oklahoma. For more information,
please visit the Company's web site at:
www.aciconcreteplacement.com
NAICS (North American
Industry Classification
System) 4-Digit Code that
Best Describes Debtor: 2381
Chapter 11 Petition Date: September 14, 2017
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Judge: Hon. Dale L. Somers
Debtors' Counsel: Bradley D McCormack, Esq.
THE SADER LAW FIRM
2345 Grand Boulevard, Suite 2150
Kansas City, MO 64108-2663
Tel: 816-561-1818
Fax: 816-561-0818
Email: bmccormack@saderlawfirm.com
- and -
Neil S. Sader, Esq.
THE SADER LAW FIRM
2345 Grand Boulevard, Suite 2150
Kansas City, MO 64108-2663
Tel: (816) 561-1818
Fax: 816-561-0818
Email: nsader@saderlawfirm.com
ACI Concrete Placement of Kansas Total Assets: $1.06 million
ACI Concrete Placement of Kansas Total Liabilities: $8.40 million
The petition was signed by Matthew Kaminsky, COO.
A full-text copy of ACI Concrete Placement of Kansas, LLC's
petition containing, among other items, a list of the Debtor's 20
largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ksb17-21770.pdf
ADEPTUS HEALTH: Allowed to Modify Plan, Sept. 26 Plan Hearing Set
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order granting Debtors' motion to modify its Plan and allow the
Debtors to file a further amended plan and set confirmation hearing
and related deadlines. The order states, "The modifications to the
Second Amended Plan do not adversely change the treatment of
general unsecured creditors the Debtors (other than Deerfield, who
agreed to these modifications) or the treatment of equity security
holders of the Debtors, and, therefore, pursuant to Federal Rule of
Bankruptcy Procedure 3019, the Debtors shall not be required to
resolicit the Third Amended Plan; The confirmation hearing on the
Third Amended Plan shall commence on September 26, 2017, at 9:30
a.m. (CT) and continue, as necessary, on September 27, 2017, at
9:30 a.m. (CT); Any objections to the modifications to the Second
Amended Plan shall be filed and served upon the Notice Parties so
as to actually be received no later than September 22, 2017."
BankruptcyData.com noted in a separate report that before the entry
of the Court's ruling, the U.S. Trustee filed an objection to
Adeptus Health's motion to approve Plan modifications, allow the
Debtors to file a Third Amended Plan and schedule a confirmation
hearing and related deadlines. The Trustee asserted, "The Third
Amended Plan contains a modification materially adverse to the
general unsecured creditors of Adeptus Health, including a class
skipping gift from Deerfield Management Company, to the
constituency of the Official Committee of Equity Security Holders,
which may violate the Absolute Priority Rule. For this reason,
creditors adversely affected should receive full notice and
opportunity to object and vote in accordance with 11 U.S.C. section
1127 and Fed. R. Bankr. P. 3019. A confirmation hearing of
September 26, 2017, with an objection and voting deadline of
September 20, 2017 is too short. Moreover, nothing in the Motion to
Modify or the Third Amended Plan addresses the relevant case law
under Rule 9019 or describes the 'why' of the settlement. The 'how'
of the settlement appears in Section 5.15 and 5.16 of the Third
Amended Plan, and includes an opt out of the settlement. Parties,
however, may be hard pressed to determine whether to opt out of a
settlement that is not fully described."
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 Creditors Committee tapped
Akin Gump Strauss Hauer & Feld LLP as counsel and 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.
AEROGROUP INT'L: Aerosoles Retailer to Close Most Stores
--------------------------------------------------------
Aerogroup International, Inc., the 78-store women's footwear
retailer doing business as Aerosoles, has sought Chapter 11
protection with plans to substantially reduce its retail footprint
and solicit, in the next 60 days, offers from investors or buyers.
With 120 retail locations in 2014, Aerosoles at present has 78
stores across a variety of formats, including malls, lifestyle
centers, street locations and outlet centers. In 2016 the Company
reduced its retail store count by over 30 stores and plans to
further reduce its retail store footprint during these Chapter 11
Cases, seeking to maximize unit economics and ensure the long-term
strength of the Debtors' retail business.
The Edison, New Jersey-based retailer said it will close up to 74
retail stores as it reorganizes, and has already begun store
closing sales as it seeks approval from the bankruptcy court to
proceed with those sales. Aerosoles only plans to maintain four
flagship stores in New York and New Jersey.
While it is closing most of its brick-and-mortar stores, the
Company intends to keep other revenue-generating channels:
* E-COMMERCE BUSINESS: Aerosoles sells products directly
through its Web site, http://www.aerosoles.com/ The e-commerce
business is a high-margin channel, and the Web site averages over
1.4 million visitors per month.
* WHOLESALE BUSINESS: Online sales are also being conducted by
the Company's wholesale partners, with online outlets generating
between 20% to 50% of sales with its largest customers. The
Company recently reached an agreement with a major new wholesale
customer to carry its higher price point Aerosoles Collection line
of shoes during the spring 2018 season.
* FIRST COST BUSINESS: The Debtors utilize their design and
production expertise to aide certain domestic retailers and
footwear manufacturers in designing, pricing and sourcing shoe
products to be shipped directly from the factory to such first cost
customers. The Debtors never take possession of the finished
product and receive payment from the first cost customers in the
form of a royalty, which comes due 30-60 days after shipment from
the factory.
* INTERNATIONAL LICENSING BUSINESS: The Debtors have
partnerships with certain international licensees that distribute
Aerosoles branded products either on a first cost basis or via
long-term licensing agreement. The Company typically has design and
marketing approval rights for company-branded products developed by
licensees.
$72M Funded Debt Load
As of the Petition Date, the Debtors owned assets of approximately
$73 million on a consolidated basis and had aggregate liabilities
of approximately $109 million. The Debtors' revenue for the prior
fiscal year ending July 2017 was approximately $130 million. As of
the Petition Date, the Debtors had $72.3 million of outstanding
funded indebtedness, comprised of:
* $22.9 million outstanding under the Prepetition Revolver
Facility;
* $19.7 million outstanding under the Prepetition Term Loan
Facility;
* $19.1 million outstanding Prepetition Senior Notes;
* $8.9 million outstanding Prepetition Subordinated Notes; and
* $1.7 million outstanding under the Prepetition Subordinated
Loan.
Wells Fargo Bank, National Association is the administrative agent
under the Prepetition Revolver Facility. THL Corporate Finance,
Inc., is the administrative agent and collateral agent under the
Prepetition Term Loan Facility. Palladin Partners, LP, is the
agent under the Prepetition Senior Notes.
Since 2014, the Company has been majority-owned by Palladin
Partners LP, which currently owns approximately 75% of the equity
prior to any dilution. The Company's founder, Jules Schneider,
holds a little more than 20% of the equity personally and through
an irrevocable family trust, and THL Credit, Inc., together with
certain of its affiliates, holds approximately 4% of the equity.
The remaining equity is held by individuals, each with no greater
than a 0.3% share.
Events Leading to Chapter 11 Filing
Berkley Research Group's Mark Weinsten, currently serving as CRO of
Aerosoles, explains in a court filing that the Debtors' operations
have generally been profitable during the past 30 years; however,
declining mall traffic, a highly promotional and competitive retail
environment, and a shift in customer demand and preference for
online shopping versus the traditional brick and mortar environment
have all contributed to the Debtors' declining financial
performance. Amidst these evolving industry forces, the Debtors
have also faced certain Company-specific
challenges, including:
* Difficulty operating a levered business and maintaining cash
reserves. Like many retailers, the Debtors build-up their
inventory stock in the months leading up to the spring and fall
seasons. The stocking-up process heavily depletes the Company's
cash reserves during these two times of year and limits
re-investments in the Company pending turnover of inventory through
sales. The need to adapt to the changing retail environment and
transition the Company's operations has magnified the need for
greater liquidity and availability for future investment in the
business.
* Retail unit expansion and lease renewal on unfavorable terms
in the lead up to the retail industry slowdown. In 2012 and 2013,
the Debtors significantly expanded their retail store footprint,
reaching a total of approximately 125 retail stores at their
height. Because of the rapid pace at which the Company sought to
expand during that time, the leases associated with the new retail
stores had less favorable terms and resulted in significant
additional expense. Soon after the Debtors completed their retail
store expansion in 2013, the retail industry began experiencing a
general downturn and shifted more heavily from the brick and mortar
store model to a focus on online sales. Combined with the
unfavorable lease terms, this has made it difficult for the Debtors
to maintain their expanded footprint at such high costs, resulting
in a previous reduction by approximately 30 stores and the current
plan to close almost all of the Company's retail stores.
* Disruptive and costly supply chain interruption. In April
2016, the Debtors' sole product sourcing agent in Asia immediately
stopped providing services for the Company's retail, wholesale, and
e-commerce business lines. While the Company worked quickly to
find a new sourcing agent, it lost customers across all of the
affected business lines due to lack of inventory, quality control
issues and delays in product shipment. These issues continued
through the fall 2016 and spring 2017 seasons as the new sourcing
agent experienced difficulties in getting its operations up and
running. For example, 15% percent of the spring 2017 inventory was
four weeks late. These supply issues have also had long-term
effects on the Company's relationships with numerous of its
customers. For example, the Company's largest wholesale customer
ordered 50% less inventory for the spring 2017 season than the
prior season.
Mr. Weinsten relates that a critical portion of the Strategic Plan
is a re-focus on the Debtors' wholesale, direct e-commerce, and
first cost businesses, which have become the most successful
aspects of the Debtors' operations. Although sales in its own
retail stores have declined, the Company has seen growing success
in its wholesale business, becoming a leading supplier to other
well-known retailers. Its online outlets generate between 20% to
50% of its sales with its largest wholesale customers, and a focus
on this aspect of its business has the potential to generate even
greater revenues. Similarly, a shift in focus to the Debtors'
e-commerce business will realign the Company with the current
marketplace environment, in which consumers heavily favor ecommerce
over brick-and-mortar stores.
To shift the appropriate resources to growing these aspects of
their business, the Debtors' Strategic Plan involves a reduction in
the number of retail stores operated by the Debtors. To identify
the appropriate stores for closure, the Debtors evaluated their
retail store base and worked with their advisors as well as engaged
in various analyses and discussions with other interested parties.
Ultimately, the Debtors determined that the shift in the Company's
focus to its more profitable businesses warranted the closing of
approximately 74 retail stores.
The Debtors have filed a motion seeking authorization to continue
store closing or similar themed sales at certain stores to
efficiently liquidate the merchandise and owned furniture, fixtures
and equipment located at such stores over a 2-3 month period. To
maximize the efficiency and net proceeds of the Store Closing Sales
the Debtors have entered into an agreement with Hilco Merchant
Resources, LLC, to serve as the Company's exclusive liquidating
agent for the Store Closing Sales.
Objectives of the Chapter 11 Cases
In June 2017, the Company retained Piper Jaffray & Co. as its
investment banking firm to commence exploration of all possible
sources of capital funding for the Company as well as a potential
sale of the Company, each in accordance with the terms of the
existing engagement between the Company and Piper, dated June 22,
2017. Piper has provided services on matters relating to capital
raising (whether from institutional or other lenders, or from the
private placement of debt instruments or equity securities),
potential mergers, sales, joint ventures or similar transactions.
Starting in July 2017, Piper assisted the Company's active efforts
in securing either or both of a capital raise or a potential sale
of the Company. In connection with these efforts, Piper reached out
to over 153 potential investors and over 34 potential purchasers.
A confidential information memorandum was prepared and a fully
functional data room made available to potential investors or
buyers who signed a non-disclosure agreement to review certain
confidential Company business and financial information.
Additionally, senior management of the Company has met with
potential investors or buyers in person and via conference call to
review the opportunity and answer any and all questions pertaining
thereto.
There have been 42 potential investors or buyers who have who have
accessed the data room and six potential investors or buyers who
have engaged in active talks with the Company. The Company
received two draft term sheets in August 2017 for potential
investment or acquisition transactions. In addition, the Company
received two additional proposals which were deemed to be
unresponsive or not actionable at the present time.
Each of the two draft term sheets received contemplate repaying
Wells and THL in full either in cash or debt in the reorganized
Company. The Company considered both proposals and ultimately did
not, in the exercise of its business judgment, approve to proceed
with either transaction at this time; however, the Company and
Piper Jaffray continue to develop and cultivate interest from the
respective parties in a potential transaction. While there
continues to be interest among these and other potential purchasers
and investors, an acceptable "stalking horse" agreement or proposed
investment has not yet been agreed.
Accordingly, the Debtors filed these Chapter 11 Cases to maximize
value for the benefit of all interested parties -- including
creditors and stockholders -- by immediately reducing their retail
footprint and continuing the process of soliciting interest in the
acquisition or financing of a business restructured around its
wholesale, e-commerce and first cost business units. The Debtors
believe they will be able to secure such proposals within the next
60 days and emerge from chapter 11 by the end of the year.
First Day Motions
Aerosoles has filed with the Bankruptcy Court various customary
motions seeking to make certain necessary payments to employees and
suppliers that will permit it to continue operating without
interruption during the restructuring. The requested approvals
include authority to make wage and salary payments, continue
various benefits for employees, as well as honor certain customer
programs, including gift cards and customer loyalty programs.
A hearing on the Debtors' first day motions was to be held on Sept.
18, 2017 at 11:00 a.m. (ET) before the Honorable Kevin J. Carey in
Delaware. A final hearing on certain of the first day motions will
be held on Oct. 18 at 1:30 p.m.
A copy of the affidavit in support of the first-day motions is
available for free at:
http://bankrupt.com/misc/Aerogroup_3_1st_Day_Affidavit.pdf
About Aerogroup International
Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole. Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.
With plans to close 74 of 78 stores they are operating, Aerogroup
International, Inc. and 5 affiliated debtors each filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code on Sept. 15, 2017 (Bankr. D. Del.). The cases are
pending before the Honorable Kevin J. Carey, and are jointly
administered under Case No. 17-11962.
Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.
Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP. Berkeley Research Group, LLC serves as its
restructuring advisor and Piper Jaffray & Co. serves as its
investment banker for the restructuring. Hilco Merchant Resources
is assisting on store closings.
Prime Clerk LLC is the claims and noticing agent.
AEROGROUP INT'L: Sept. 26 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on Sept. 26, 2017, at 10:00 a.m. in the
bankruptcy case of Aerogroup International, Inc.
The meeting will be held at:
Office of the US Trustee
844 King Street, Room 3209
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Aerogroup International
Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole. Aerogroup is a New Jersey-based women's footwear
brand offering a wide array of footwear, including heels, flats,
wedges, boots and sandals that appeal to broad consumer tastes.
Aerogroup International, Inc. and other related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11962) on
Sept. 15, 2017.
BAYARD, P.A. is the Debtors' bankruptcy counsel. Saul Ewing ROPES &
GRAY LLP is the co-counsel. Retail Consulting Services, Inc., is
the Debtors' real estate advisors. Berkeley Research Group, LLC,
is the financial advisor. Prime Clerk LLC is the claims and
noticing agent.
Aerogroup International's consolidated assets as of the Petition
Date is $73 million and consolidated debts as of the Petition Date
$109 million.
ALEVO USA: Committee Taps Northen Blue as Legal Counsel
-------------------------------------------------------
The official committee of unsecured creditors of Alevo USA, Inc.
and Alevo Manufacturing, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to hire
Northen Blue LLP as its legal counsel.
The firm will, among other things, advise the committee regarding
its duties under the Bankruptcy Code and assist in connection with
any bankruptcy plan proposed in the Chapter 11 cases of Alevo and
its affiliates.
The firm's standard hourly rates are:
John Northen $500
Vicki Parrott $400
J.P. Cournoyer $350
John Northen, Esq., disclosed in a court filing that he and his
firm are "disinterested persons" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
John A. Northen, Esq.
Vicki L. Parrott, Esq.
John Paul H. Cournoyer, Esq.
Northen Blue LLP
1414 Raleigh Road, Suite 435
Chapel Hill, NC 27517
Tel: (919) 968-4441
Email: jan@nbfirm.com
Email: vlp@nbfirm.com
Email: jpc@nbfirm.com
About Alevo USA Inc.
Concord-based battery manufacturers Alevo USA, Inc. and Alevo
Manufacturing, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 17-50876 and 17-50877)
on August 18, 2017. Peter Heintzelman, its president, signed the
petitions.
At the time of the filing, Alevo USA disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million. Alevo Manufacturing had estimated
assets and liabilities of $10 million to $50 million.
Judge Catharine R. Aron presides over the cases. Nelson Mullins
Riley & Scarborough, LLP represents the Debtors as bankruptcy
counsel.
On September 1, 2017, William Miller, U. S. bankruptcy
administrator for the Middle District of North Carolina, appointed
an official committee of unsecured creditors.
ALGODON WINES: Obtains $693K From Sale of Preferred Stock
---------------------------------------------------------
Between Aug. 11, 2017, and Aug. 31, 2017, Algodon Wines & Luxury
Development Group, Inc., issued 69,348 shares of Series B
Convertible Preferred Stock for cash proceeds of $693,480 to
accredited investors, as disclosed in a Form 8-K report filed with
the Securities and Exchange Commission. Holders of Series B
Preferred will be entitled to, among other things, an annual
dividend, liquidation preference, conversion to common stock of the
Company upon certain events, redemption if not previously converted
to common stock, and voting privileges.
For this sale of securities, no general solicitation was used, no
commissions were paid, and the Company relied on the exemption from
registration available under Section 4(a)(2) and Rule 506(b) of
Regulation D of the Securities Act of 1933, as amended. An initial
Form D was filed on April 7, 2017, an amended Form D was filed on
June 15, 2017, an amended Form D was filed on June 29, 2017, an
amended Form D was filed on July 12, 2017, an amended Form D was
filed on July 27, 2017, and an amended Form D was filed on Sept.
13, 2017.
About Algodon Wines
Through its wholly-owned subsidiaries, Algodon Wines & Luxury
Development Group, Inc. -- http://www.algodongroup.com/-- invests
in, develops and operates real estate projects in Argentina. AWLD
operates a hotel, golf and tennis resort, vineyard and producing
winery in addition to developing residential lots located near the
resort. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred 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.
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.
ALLEN TYLER: Academy Buying Cambridge Property for $190K
--------------------------------------------------------
Allen L. Tyler and Charrie L. Tyler ask the U.S. Bankruptcy Court
for the District of Maryland to authorize the sale of the Debtor
husband's 1/3 interest in commercial realty located at 515 Leonards
Lane, Cambridge, Dorchester County, Maryland ("Realty"), together
with Debtor husband's 1/3 interest in the going concern known as
the Bay Country Racquet Club ("Tennis Club), to Eastern Shore
Sports Academy, LLC for $190,000.
As set forth in the Debtors' schedules, the Debtor husband is 1/3rd
owner as a tenant-in-common of the Realty, as well as owner of
1/3rd partnership interest in the Tennis Club, which operates on
and in the Realty ("Property"). The Property has no liens or
encumbrances.
The Debtors obtained appraisals of the Property pre-petition for
the purposes of scheduling values. The appraised value of the
Realty as of Aug. 9, 2015 was $865,000, establishing the value of
the Debtor husband's 1/3rd interest at $288,333. The appraised
value of the Tennis Club made on Sept. 3, 2015 was $16,758,
establishing the value of the Debtor husband's 1/3rd interest at
$5,586. As such, the combined scheduled value of the Property is
$881,758, the combined scheduled value of Debtor husband's 1/3rd
interest in the Property is $293,919.
Upon the Debtors' Application to Employ Ray Stevens, the Court
issued an Order on Nov. 25, 2015 approving Mr. Stevens' employment
as a Real Estate Sales Professional for the express purpose of
marketing and selling the Property. Mr. Stevens has been marketing
the Property for during the course of his employment in the case,
which spans more than 18 months. The Property was actually under a
listing agreement pre-petition on Oct. 26, 2015. Mr. Stevens
agreed to start the list price at $715,000. Counting pre-petition
time on the market, the Property has been exposed to potential
buyers for more than 22 months.
After contracts with Warehouse Storage, LLC and George Obermeier
failed, a new offer, fully executed and received by the Debtors on
Sept. 3, 2017, was submitted by the Buyer, a company owned
substantially by Obermeier. Under the Current Contract, the
Debtor and one of the remaining non-debtor owners are to sell their
2/3rds interest to Academy. The remaining 1/3rd interest will stay
in the hands of the other remaining non-debtor owner, who is
contributing said share to Academy in exchange for membership
interest in Academy. As a practical matter, the Contract sells the
Property to Academy, for the price of 2/3rds interest.
The Contract is for $190,000 for 2/3rds interest of the Property,
which establishes a value of each share at $95,000 versus the
$108,333 of the Obermeier Contract offer. The final addendum to
the Contract establishes that Realtor fees in the amount of $9,750
will be paid to the broker of Mr. Stevens out of the proceeds of
the sale. There are no other unusual closing costs anticipated.
A copy of the Contract and the Listing Agreement attached to the
Motion is available for free at:
http://bankrupt.com/misc/Allen_Tyler_182_Sales.pdf
The Debtors intend to file a simultaneous motion to shorten time to
object and to set the hearing date before Sept. 30, 2017, the date
upon which the current offer's contingency demands approval of the
Court.
In addition to the approval of the sale of the Property, the
Debtors are asking authority to pay all realtors fees as defined in
the final addendum. The total commission to be paid is $9,750 of
which 50% will be deducted from the Debtors portion of the sale
proceeds. The Debtor husband owns 1/3rd interest. The other 1/3rd
selling interest is owned by two persons who together will pay the
other 50%. As well, upon deposit of the net proceeds, the Debtors
are asking authority to distribute the net proceeds to DIP Lending
I, LLC.
The Purchaser:
EASTERN SHORE SPORTS ACADEMY, LLC
Attn: George Obermeier
P.O. Box 245
Secretary, MD 21664
Counsel for Debtors:
George R. Roles, Esq.
P.O. Box 173
Centreville, MD 21617
Telephone: (443) 262-8501
Facsimile: (443) 423-1069
E-mail: groles@groleslaw.com
Allen L. Tyler and Charrie L. Tyler sought Chapter 11 protection
(Bankr. D. Md. Case No. 15-25289) on Nov. 3, 2015. On Nov. 25,
2015, the Court approved Ray Stevens' employment as the Debtors'
Real Estate Sales Professional.
ALTA MESA: Provides Presentation Discussing Silver Run Merger
-------------------------------------------------------------
Alta Mesa Holdings, LP, provided information regarding the proposed
transaction with, among others, Silver Run Acquisition Corporation
II in a presentation to certain investors and analysts on
Sept. 14, 2017.
Silver Run II has agreed to merge with Alta Mesa and Kingfisher
Midstream creating a "world class energy company with a
high-quality, concentrated asset base in the core of the STACK oil
play." The transaction is anticipated to close in the fourth
quarter of 2017. The transaction "integrates premier upstream and
midstream assets developed by a tenured executive team with
unmatched complementary experience and track record."
The parties anticipate to file preliminary proxy
statement/marketing materials with the SEC by mid-September 2017.
Transaction marketing is expected to occur in October 2017.
A copy of the investor presentation is available for free at:
https://is.gd/UifqmS
About Alta Mesa
Headquartered in Houston, Texas, Alta Mesa --
http://www.altamesa.net/-- is a privately-held, independent
exploration and production company primarily engaged in the
acquisition, exploration, development and production of oil,
natural gas and natural gas liquids within the United States. The
Company has transitioned its focus from its diversified asset base
composed of a portfolio of conventional assets to an oil and
liquids-rich resource play in the eastern portion of the Anadarko
Basin in Oklahoma (the "STACK") with an extensive inventory of
drilling opportunities.
Alta Mesa reported a net loss of $167.9 million for the year ended
Dec. 31, 2016, and a net loss of $131.8 million for the year ended
Dec. 31, 2015.
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.
AMERICAN CONTAINER: D&D Buying Olive Branch Property for $1.9M
--------------------------------------------------------------
American Container, Inc. asks the U.S. Bankruptcy Court for the
Western District of Tennessee to authorize the bidding procedures
in connection with the sale of real property consisting of an
industrial building located at 8530 W. Sandidge Road, Olive Branch,
Mississippi to D&D Corrugated, LLC for $1,900,000, subject to
higher and better offers.
The Property to be sold consist of real estate municipally known as
8530 W. Sandidge Road, Olive Branch, Mississippi, together with all
buildings, structures and improvements, of every nature whatsoever
now situated thereon, and all easements, rights of way, streets,
ways, alleys, passages, sewer rights, water rights and powers, and
all estates, rights, titles, interests, privileges, liberties,
tenements, hereditaments and appurtenances whatsoever, in any way
belonging, relating or appertaining to any of the Property.
The Debtor and D&D entered into the Agreement for the Purchase and
Sale of Real Estate for the sale of the Property. Under the terms
of the Agreement. D&D will purchase, subject to solicitation of
higher and better offers and entry of an Order of the Court
approving the transaction, the Real Estate. D&D has offered to pay
consideration of $1,900,000 for the Real Estate. It will also
agree to deposit $10,000 to the trust account of Beard & Savory,
PLLC, exclusively for use in payment of administrative expenses in
the Chapter 11 case.
Renasant Bank and the principal of D&D, David M. Harris, have,
subject to Court approval, reached an agreement in regarding the
potential sale/purchase of the Real Estate, whereby, in material
part, the Bank will accept a net amount of $1,900,000 to satisfy
its debt, deed of trust and guarantees, provided that the sale is
completed by Oct. 31, 2017.
D&D is a Mississippi Limited Liability Company with its principal
place of business in Mississippi. D&D is affiliated with D&D
Packaging, Inc., a secured creditor of the Debtor and current
lessee of the Real Estate. Its sole member, David M. Harris, is
also a creditor of the Debtor and has an interest in an LLC that
holds a 10% non-controlling equity interest in the Debtor.
The Bidding Procedures are designed to maximize value for the
Debtor's estate and ensure that a marketing and sales process is
undertaken by the Debtor in accordance with the timeline required
by the Proposed Purchaser and to afford the maximum possible return
to creditors.
The salient terms of the Bidding Procedures are:
a. Assets to be Sold: The Debtor will offer for sale the
Real Estate.
b. Purchase Price: The consideration to be paid by the
Proposed Purchaser for the Real Estate under the Agreement is
$1,900,000, plus a deposit $10,000 to the trust account of Beard &
Savory for use in payment of administrative expenses in the Chapter
11 case.
c. Qualified Bid: $50,000 more than the aggregate of
$1,910,000, plus the amount of the Expense Reimbursement
d. Deposit: 5% of the purchase price contained in the
Asset Purchase Agreement
e. Bid Deadline: No later than 15 calendar days
subsequent to the entry of the Sale Procedures Order
f. Auction: The Debtor will, on a date to be determined
by the Debtor, conduct the Auction no later than the date that is
five business days after the Bid Deadline.
g. Credit Bidding: D&D will be permitted to credit-bid
to the extent of the secured claim of D&D Packaging, Inc. secured
by the Real Estate, subject to the $10,000 required to be deposited
to the trust account of Beard & Savory use in payment of
administrative expenses in the Chapter 11 case.
h. Bid Increments: $10,000
i. Sale Hearing: No later than five business days
following the conclusion of the Auction
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/American_Container_155_Sales.pdf
The Debtor respectfully submits that it is appropriate to sell the
Property free and clear of all interests, with all such interests
attaching to the net sale proceeds of the Real Estate to the extent
applicable.
To induce the Proposed Purchaser to expend the time, energy and
resources necessary to submit a stalking horse bid, the Debtor has
agreed to provide the Proposed Purchaser, and asks the Court's
approval of, with a right to expense reimbursement equal to the
actual costs and expenses incurred by the Prospective Purchaser in
investigating, negotiating, pursuing and documenting the
transaction envisioned herein, including legal and accounting fees,
capped at $15,000.
Renasant Bank holds a first priority security interest in the Real
Estate. D&D Packaging holds a second priority security interest in
the Real Estate. Once the sale of the Real Estate has been
consummated as contemplated, the proceeds of sale in the amount of
$1,900,000 will be disbursed to Renasant at closing to satisfy its
secured claim. The remaining proceeds, if any, will be deposited
to the trust account of Beard & Savory, to be held pending further
orders of the Court.
The Debtor asks the Court to waive the 14-day stay imposed by Rule
6004(h) of the Federal Rules of Bankruptcy Procedure.
The Purchaser:
D&D CORRUGATED, LLC
7388 Hollyview Dr.
Memphis, TN 38125
Telephone: (901) 619-6222
The Purchaser is represented by:
Brett A. Schubert, Esq.
MARTIN, TATE, MORROW & MARSTON, PC
6410 Poplar Avenue, Ste 1000
Memphis, TN 38119
E-mail: bschubert@martintate.com
About American Container
American Container, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tenn. Case No. 16-26399) on July 15, 2016. The petition was signed
by Steve Harris, president. The Debtor disclosed total assets at
$2.55 million and total debts at $4.30 million at the time of the
filing. The Debtor is represented by Russel W. Savory, Esq., at
Beard & Savory, PLLC. The case is assigned to Judge Paulette J.
Delk. No official committee of unsecured creditors has been
appointed in the case.
AMPLIPHI BIOSCIENCES: Two Directors Elected by Shareholders
-----------------------------------------------------------
AmpliPhi Biosciences Corporation held its 2017 annual meeting of
shareholders on Sept. 7, 2017, at which the Company's
shareholders:
(a) elected Wendy S. Johnson and Vijay B. Samant as Class II
directors to serve until the Company's 2020 Annual Meeting
of Shareholders, in each case until their respective
successors are duly elected and qualified;
(b) approved the issuance by the Company of 523,210 shares of
Common Stock to certain former holders of the Company's
Series B Convertible Preferred Stock, pursuant to the terms
of that certain First Amendment to Common Stock Issuance
Agreement, dated June 27, 2017, by and among the Company
and those holders;
(c) approved an amendment to the AmpliPhi Biosciences
Corporation 2016 Equity Incentive Plan to, among other
things, increase the aggregate number of shares of Common
Stock authorized for issuance under the plan by 800,000
shares; and
(d) ratified the selection by the Audit Committee of the Board
of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year
ending Dec. 31, 2017.
Stock Option Grants
On Sept. 7, 2017, the Company's Board of Directors approved the
grant of stock options under the 2016 Plan to Dr. Paul Grint, the
Company's chief executive officer, and Steve R. Martin, the
Company's chief financial officer. Dr. Grint received (i) an
option to purchase 190,076 shares of the Common Stock under the
2016 Plan, with 25% of those shares vesting on the one-year
anniversary of the grant date and the balance vesting in equal
monthly installments over the following 36 months, and (ii) an
option to purchase 285,113 shares of Common Stock under the 2016
Plan, with 100% of those shares vesting on Sept. 5, 2027, provided,
however, that such shares are subject to earlier vesting upon the
achievement of performance-based criteria to be agreed upon by Dr.
Grint and the Board. Mr. Martin received an option to purchase
139,000 shares of Common Stock under the 2016 Plan, with 25% of
such shares vesting on the one-year anniversary of the grant date
and the balance vesting in equal monthly installments over the
following 36 months. In accordance with the 2016 Plan, the
foregoing stock options have an exercise price of $0.91 per share,
which is equal to the closing price of the Common Stock as reported
on NYSE American on Sept. 7, 2017.
About AmpliPhi
AmpliPhi Biosciences Corp. is a biotechnology company focused on
the discovery, development and commercialization of novel phage
therapeutics. Its principal offices occupy 1,000 square feet of
leased office space pursuant to a month-to-month sublease, located
at 3579 Valley Centre Drive, Suite 100, San Diego, California. It
also leases 700 square feet of lab space in Richmond, Virginia,
5,000 square feet of lab space in Brookvale, Australia, and 6,000
square feet of lab and office space in Ljubljana, Slovenia.
Ampliphi reported a net loss attributable to common stockholders of
$24.27 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $10.79 million for the
year ended Dec. 31, 2015. As of June 30, 2017, AmpliPhi had $15.10
million in total assets, $5.24 million in total liabilities and
$9.86 million in total stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
ANDY'S TRUCK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Andy's Truck and Equipment Co., Inc.
38335 Shagbark Lane
Wadsworth, IL 60083
Business Description: Andy's Truck and Equipment Co., Inc., a
privately-held company in Gary, Indiana,
is a wholesale supplier of truck parts and
machinery. The Company is a small business
Debtor as defined in 11 U.S.C. Section
101(51D). It previously sought bankruptcy
protection twice on Aug. 19, 2014 (Bankr.
N.D. Ill. Case No. 14-30509) and Nov. 23,
2009 (Bankr. N.D. Ill. Case No. 09-44328).
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 4231
Chapter 11 Petition Date: September 18, 2017
Case No.: 17-22660
Court: United States Bankruptcy Court
Northern District of Indiana (Hammond Division)
Debtor's Counsel: Renee' M. Babcoke, Esq.
LAW OFFICE OF RENEEE' M. BABCOKE
425 N. Miami Street
Miller Beach, IN 46403
Tel: 219-262-3358
E-mail: babcokelaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Andrew L. Young, president.
The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/innb17-22660.pdf
APCO HOLDINGS: S&P Lowers CCR to 'B-' on Weaker Credit Metrics
--------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating on
Norcross, Ga.-based APCO Holdings Inc. to 'B-' from 'B'. The
outlook is stable.
S&P said, "In conjunction with the lower corporate credit rating,
we lowered our debt ratings on the company's senior secured credit
facility to 'B-' from 'B'. The recovery rating remains unchanged at
'3', indicating lenders could expect meaningful (60%) recovery in
the event of a payment default. The facility consists of a $20
million revolver maturing in 2021 and a $190 million first-lien
term loan due in 2022.
"The downgrade of APCO reflects weak performance trends during the
first half of the year, resulting in a deterioration of its credit
metrics. We project debt leverage to be in the mid- to high-8x area
and EBITDA interest coverage below 1.5x for 2017 (including the
preferred shares and accrued preferred interest as debt), compared
with our previous expectations in the mid- to high-7x area for
leverage and above 1.5x for coverage. Without the preferred debt,
APCO's debt to EBITDA would be about 4.5x and EBITDA interest
coverage roughly 2.5x for year-end 2017.
"The stable outlook reflects our expectation that operating
performance and credit metrics will continue to improve slowly in
the next 12 months. Although we expect the company to demonstrate
some modest improvement, it will remain highly leveraged with thin
credit-protection measures. In our opinion, the company will
generate some free operating cash flow and maintain adequate
liquidity in the next year.
"We could lower the rating in the next 12 months if we conclude
that APCO's liquidity position has deteriorated meaningfully,
EBITDA interest coverage falls moderately below 1x, or it is unable
to generate positive cash flow. Under this scenario, we believe the
company's capital structure would be unsustainable. This could
result from operational missteps such as any additional loss of big
franchise dealer groups.
"An upgrade is unlikely over the next year given the company's
elevated leverage and our expectation that leverage will remain
well above 7x and coverage will be below 2x. We could consider an
upgrade if management significantly improves operating performance
or repays the debt, such that leverage decreases to below 7x and
EBITDA interest coverage increases above 2.5x on a sustained
basis."
ARBOR REALTY: Egan-Jones Hikes Sr. Unsecured Ratings to B+
----------------------------------------------------------
Egan-Jones Ratings Company, on July 20, 2017, raised its senior
unsecured ratings on debt issued by Arbor Realty Trust Inc. to B+
from B.
Previously, EJR lowered the foreign currency senior unsecured
rating on the Company's debt to B from B+.
Arbor Realty Trust, Inc. is a specialized real estate finance
company that invests in a diversified portfolio of structured
finance assets in the multifamily and commercial real estate
markets.
ARCHITECTURAL MATERIALS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Architectural Materials Co. as
of September 15, according to a court docket.
About Architectural Materials
Based in Springfield, Missouri, Architectural Materials Co filed
its voluntary petition for relief under Chapter 11 (Bankr. W.D. Mo.
Case No. 17-60887) on August 14, 2017, listing under $1 million in
both assets and liabilities. The Debtor is represented by David E.
Schroeder at David Schroeder Law Office, P.C.
ARCONIC INC: EVP Strategy and Corporate Services Resigns
--------------------------------------------------------
The Board of Directors of Arconic Inc. was notified that Christoph
Kollatz, executive vice president, Arconic strategy and corporate
services will leave the Company effective as of Sept. 20, 2017,
according to a Form 8-K report filed with the Securities and
Exchange Commission.
About Arconic Inc.
New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc. --
http://www.arconic.com/-- is engaged in lightweight metals
engineering and manufacturing. Arconic's products, which include
aluminum, titanium, and nickel, are used worldwide in aerospace,
automotive, commercial transportation, packaging, building and
construction, oil and gas, defense, consumer electronics, and
industrial applications.
Arconic reported a net loss attributable to the Company of $941
million for the year ended Dec. 31, 2016, following a net loss
attributable to the Company of $322 million for the year ended Dec.
31, 2015. As of June 30, 2017, Arconic had $19.10 billion in total
assets, $13.35 billion in total liabilities and $5.75 billion in
total equity.
ARMSTRONG ENERGY: Forbearance Agreement Extended Until Sept. 24
---------------------------------------------------------------
Armstrong Energy, Inc., and certain subsidiaries of the Company ,
as guarantors, entered into a second supplemental forbearance
agreement with supporting holders of approximately $156 million in
aggregate principal amount (representing approximately 78% of the
outstanding principal amount) of the Company's Senior Secured Notes
due 2019. Pursuant to the Second Supplemental Forbearance
Agreement, the Supporting Holders have agreed to forbear from
exercising their rights and remedies under the Indenture or the
related security documents until the earlier of (a) 11:59 p.m. New
York City time on Sept. 24, 2017, and (b) an Event of Termination
(as defined in the Second Supplemental Forbearance Agreement) with
respect to the Company's failure to make the June 15, 2017,
interest payment on the Senior Secured Notes.
Pursuant to the Second Supplemental Forbearance Agreement, the
Supporting Holders have agreed to not deliver any notice or
instruction to the Trustee directing the Trustee to exercise any of
the rights and remedies under the Indenture or the related security
documents with respect to the Company's failure to make the June
15, 2017, interest payment during the Second Supplemental
Forbearance Period. The Supporting Holders have also agreed to not
transfer any ownership in the Senior Secured Notes held by any of
the Supporting Holders during the Second Supplemental Forbearance
Period other than to potential transferees currently party to or
who agree in writing to be bound by the Second Supplemental
Forbearance Agreement.
As previously reported, on Aug. 15, 2017, Armstrong and certain
subsidiaries entered into a supplemental forbearance agreement with
certain supporting holders of the Company's Senior Secured Notes
due 2019 issued pursuant to the indenture, dated as of Dec. 21,
2012, by and among the Company, the Guarantors party thereto and
Wells Fargo Bank, National Association, as trustee, and collateral
agent thereunder, which supplemented the forbearance agreement,
dated July 16, 2017, by among the Company, the Guarantors and the
supporting holders.
About Armstrong
Armstrong Energy, Inc. -- http://www.armstrongenergyinc.com/-- is
a diversified producer of low chlorine, high sulfur thermal coal
from the Illinois Basin, with both surface and underground mines.
The Company markets its coal primarily to proximate and investment
grade electric utility companies as fuel for their steam-powered
generators. Based on 2015 production, the Company is the fifth
largest producer in the Illinois Basin and the second largest in
Western Kentucky.
Armstrong reported a net loss of $58.83 million on $253.9 million
of revenue for the year ended Dec. 31, 2016, compared to a net loss
of $162.1 million on $360.9 million of revenue for the year ended
Dec. 31, 2015.
As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.
Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company incurred a substantial
loss from operations and has a net capital deficit as of and for
the year ended Dec. 31, 2016. The Company's operating plan
indicates that it will continue to incur losses from operations,
and generate negative cash flows from operating activities during
the year ended Dec. 31, 2017. The auditors said these projections
and certain liquidity risks raise substantial doubt about the
Company's ability to meet its obligations as they become due within
one year after March 31, 2017, and continue as a going concern.
* * *
In July 2017, S&P Global Ratings lowered its corporate credit and
issue-level ratings on Armstrong Energy to 'D' from 'CC' and
removed the ratings from CreditWatch, where it placed them with
negative implications on June 16, 2017. S&P said, "The downgrade
reflects Armstrong's failure to make an $11.75 million interest
payment on the 11.75% senior secured notes within the 30-day grace
period that expired on July 17, 2017. The interest payment on the
notes was originally due on June 15, 2017, after which the company
exercised its 30-day grace period."
The TCR reported on July 20, 2017, that Moody's Investors Service
downgraded the ratings of Armstrong Energy, Inc., including its
corporate family rating (CFR) to 'Ca' from 'Caa1', probability of
default rating (PDR) to 'D-PD' from Caa1-PD, and the rating on the
senior secured notes to 'Ca' from 'Caa2'. The outlook is negative.
The action follows the company's July 17, 2017 announcement that
the company entered into a Forbearance Agreement with the holders
of approximately $158 million in aggregate principal amount
(representing approximately 79% of the outstanding principal
amount) of the Company's Senior Secured Notes due 2019.
ASCENT GROUP: Oct. 10 Plan Confirmation Hearing
-----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved Ascent Group, LLC's disclosure statement in support of its
Chapter 11 plan of liquidation.
The hearing to consider the confirmation of the Plan will be held
on Oct. 10, 2017, at 10:30 a.m. (CT).
The deadline for filing and serving objections to confirmation of
the Plan is fixed as Oct. 3, 2017, at 5:00 p.m. (CT).
The exclusivity solicitation period is extended by 40 days until
Sept. 20, 2017.
The Debtor filed with the Court its disclosure statement dated Aug.
28, 2017, in support of its first amended joint Chapter 11 plan of
liquidation. The Plan is a Chapter 11 plan of liquidation that
follows the sale process. That process involved extensive
negotiations among the Debtor, Highland Park, and Uptown ER, LLC.
On March 6, 2017, the Court entered an agreed order approving the
sale of substantially all the Debtor's operating assets to Uptown
ER, LLC. Highland Park had previously filed an objection to the
sale but agreed to withdraw its objection based on agreements
represented on the record of the sale hearing and incorporated in
the Sale Order. One provision of the settlement terms incorporated
in the Sale Order is the preparation of this joint plan among the
Debtor and Highland Park.
Under the Sale Order, the Purchaser agreed to, inter alia: (i)
assume the Debtor's debt obligations to Regions Bank, with
modifications; (ii) assume the Debtor's lease obligations to a
third-party landlord; (iii) assume the Debtor's
debtor-in-possession financing obligations to My ER STPCR, LP dba
MY ER 24/7; (iv) assume and pay cure costs associated with the
Debtor's assumption and assignment of certain executory
contracts/leases to the purchaser; (v) assume and pay the Debtor's
post-petition ordinary course trade obligations incurred since Nov.
14, 2016; (vi) settle certain claims with Highland Park; and (vii)
pay the debtor $107,000 cash. The proposed Plan adopts the Sale
Order, and in no way alters or modifies the terms of the Sale Order
or the transactions approved thereunder. Under the Plan, certain
of the Debtor's cash may be distributed to certain pre-petition
creditors classified in the Plan under Class 2 to pay trade
creditors up to 100% of their allowed pre-petition claims.
Class 2 General Unsecured Claims -- totaling $60,000 (excluding
disputed claims) are impaired by the Plan. Holders of the claims
are expected to recover between 0% and 100%. The holders of
allowed claims classified in this class will be paid from the
Debtor's cash on hand on the Effective Date, plus the plan
contribution fund between iCare Medical Group, LLC, and Highland
Park Emergency Center LLC. The funds are anticipated to be
sufficient to provide a recovery of up to 100% to holders of
Allowed Class 2 General Unsecured Claims, exclusive of interest and
any potential attorneys' fees incurred due to the Debtor's delay in
payment. The Endeavor Entities have filed claims totaling over $1
million, in the aggregate. The Debtor disputes the validity of
these claims and believes the claims ultimately will not be
allowed. If the Endeavor Entities' Claims are ultimately allowed
following confirmation of the Plan, the allowance could dilute the
ultimate recovery available to other holders of Allowed Class 2
General Unsecured Claims.
The Court previously authorized and the Debtor consummated the sale
of substantially all of the Debtor's assets to Uptown ER, LLC. The
remaining assets of the Debtor following the sale of its assets and
the prosecution of the Causes of Action will fund distributions
under the Plan and the costs of administering the Liquidating
Trust. To satisfy all unpaid administrative claims and provide a
distribution to holders of allowed claims under Class 2 of the
Plan, the Proponents will establish the "Plan Contribution Fund"
from three sources:
(i) the Debtor's cash on hand as of the Effective Date;
(ii) up to $50,000 from the settlement payment owed to HPEC
under the sale order; and
(iii) an equivalent cash contribution from the owners of iCare,
up to $50,000. The Plan Contribution Fund will be used
by the Debtor or Liquidating Trustee, as applicable, to
pay all outstanding administrative claims and make a
complete or pro rata distribution to Class 2 Claim
Holders.
The Plan satisfies Section 1129(a)(11) of the U.S. Bankruptcy Code
because it provides for the liquidation of the Debtor's assets and
the distribution of the proceeds of that liquidation by the
Liquidating Trust to holders of Claims against the Debtor.
Copies of the Disclosure Statement and the court order are
available at:
http://bankrupt.com/misc/txnb16-34436-191.pdf
http://bankrupt.com/misc/txnb16-34436-189.pdf
About Ascent Group
Ascent Group, LLC operates a stand-alone acute care medical
facility in Dallas, Texas. It conducts business under the name
"Physicians ER Oak Lawn."
The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-34436), on Nov. 14, 2016. The petition was signed by Karen Kuo,
member. The case is assigned to Judge Stacey G. Jernigan. The
Debtor is represented by Marcus Alan Helt, Esq., Gardere Wynne
Sewell LLP.
At the time of filing, the Debtor had estimated $1 million to $10
million in both assets and liabilities.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
ASCENT GROUP: Unsecureds to Recoup Up to 100% Under Plan
--------------------------------------------------------
Ascent Group, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement dated Aug. 23,
2017, in support of the first amended joint Chapter 11 plan of
liquidation.
Holders of Class 2 General Unsecured Claims -- totaling $60,000 --
will recover between 0% and 100%. The holders of allowed claims
classified in this class will be paid from the Debtor's cash on
hand on the Effective Date, plus the Plan Contribution Fund between
Care Medical Group, LLC, HPEC, Omega. The funds are anticipated to
be sufficient to provide a recovery of up to 100% to holders of
Allowed Class 2 General Unsecured Claims, exclusive of interest and
any potential attorneys' fees incurred due to the Debtor's delay in
payment. The Endeavor Entities have filed claims totaling over $1
million, in the aggregate. The Debtor disputes the validity of
these claims and believes the claims ultimately will not be
allowed. If the Endeavor Entities' Claims are ultimately allowed
following confirmation of the Plan, the allowance could dilute the
ultimate recovery available to other holders of Allowed Class 2
General Unsecured Claims.
The Plan is a Chapter 11 plan of liquidation that follows the sale
process. That process involved extensive negotiations among the
Debtor, Highland Park, and Uptown ER, LLC. On March 6, 2017, the
Bankruptcy Court entered an agreed order approving the sale of
substantially all the Debtor's operating assets to Uptown ER, LLC.
Highland Park had previously filed an objection to the sale but
agreed to withdraw its objection based on agreements represented on
the record of the sale hearing and incorporated in the sale court
order. One provision of the settlement terms incorporated in the
sale court order is the preparation of this joint plan among the
Debtor and Highland Park.
Under the sale court order, the Purchaser agreed to, inter alia:
(i) assume the Debtor's debt obligations to Regions Bank, with
modifications; (ii) assume the Debtor's lease obligations to a
third-party landlord; (iii) assume the Debtor's
debtor-in-possession financing obligations to My ER STPCR, LP dba
MY ER 24/7; (iv) assume and pay cure costs associated with the
Debtor's assumption and assignment of certain executory
contracts/leases to the Purchaser; (v) assume and pay the Debtor's
post-petition ordinary course trade obligations incurred since Nov.
14, 2016; (vi) settle certain claims with Highland Park; and (vii)
pay the debtor $107,000 cash.
The proposed Plan adopts the sale court order, and in no way alters
or modifies the terms of the sale court order or the transactions
approved thereunder. Under the Plan, certain of the Debtor's cash
may be distributed to certain pre-petition creditors classified in
the Plan under Class 2 to pay trade creditors up to 100% of their
allowed pre-petition claims. Pursuant to the sale, the Purchaser
did not acquire the bankruptcy estate's causes of action.
Moreover, after payment of administrative-expense claims and Class
2 pre-petition ordinary course trade payables, little cash will be
available to pay the estate’s other creditors, which includes
iCare Medical Group, LLC, HPEC, Omega or the Endeavor Entities.
Under the Plan, two "other" unsecured creditors will be paid
exclusively from the proceeds of estate causes of action. All
estate assets that were not sold to Purchaser will be transferred
to the Liquidating Trust to be liquidated, and the Liquidating
Trust will be responsible for administering claims to the extent
necessary. If the estate's causes of action are valuable, the
Liquidating Trustee will use reasonable business and litigation
judgment to convert the Estate Causes of Action into cash and
distribute the cash pro rata among the Class 3 "other" creditors.
One provision of the sale court order required certain owners of
the Debtor to make a $50,000 cash payment to HPEC no later than six
months after entry of the sale court order. Subsequent to the sale
closing, HPEC and the Debtor mutually agreed to modify the terms of
that provision. Pursuant to such agreement, HPEC and the Debtor
agreed to create a "Plan Contribution Fund," to be funded by (a) up
to $50,000 from the Cash Payment owed to HPEC under the sale court
order; and (b) an equivalent dollar-for-dollar cash contribution
from the ultimate owners of iCare. Under the Plan, the Plan
Contribution Fund will be distributed for Professional Fee Claims,
Administrative Claims (if applicable), and Class 2 General
Unsecured Claims, as applicable.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-34436-185.pdf
About Ascent Group
Ascent Group, LLC operates a stand-alone acute care medical
facility in Dallas, Texas. It conducts business under the name
"Physicians ER Oak Lawn."
The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-34436), on Nov. 14, 2016. The petition was signed by Karen Kuo,
member. The case is assigned to Judge Stacey G. Jernigan. The
Debtor is represented by Marcus Alan Helt, Esq., Gardere Wynne
Sewell LLP.
At the time of filing, the Debtor had estimated $1 million to $10
million in both assets and liabilities.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
ASPECT SOFTWARE: Guilty of Negligent Misrepresentation, Court Rules
-------------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware entered an amended memorandum opinion dated Sept. 6,
2017, a full-text copy of which is available at
https://is.gd/oG8sA8 from Leagle.com in the case captioned BISK
EDUCATION, INC., Plaintiff, v. ASPECT SOFTWARE, INC., Defendant,
Adv. No. 16-51510 (MFW) (Bankr. D. Del.).
In this case, debtor Aspect Software, Inc. filed a Second Partial
Motion to Dismiss the Amended Complaint. The Debtor seeks to
dismiss the claims for fraudulent inducement, negligent
misrepresentation, and unjust enrichment with prejudice pursuant to
Rules 12(b)(6) and 9(b) of the Federal Rules of Civil Procedure,
incorporated by Rules 7012 and 7009 of the Federal Rules of
Bankruptcy Procedure.
The amended memorandum opinion added that the Debtor alternatively
argues that the claims do not satisfy Rule 9(b)'s heightened
pleading standard. The Debtor contends that the pleading is
deficient because Bisk fails to specifically identify the speaker
of the purported misrepresentations and that its allegations
attributing statements to the Debtor generally are insufficient
under Third Circuit precedent.
Bisk argues that the Amended Complaint satisfies the Rule 9(b)
standard because it names various representatives who made
misrepresentations of the Debtor's expertise and that such
statements may be imputed to the Debtor, the only named defendant.
Bisk contends that the Amended Complaint provides the Debtor with
fair notice of its claims sufficient to prepare an answer and that
where, as here, the pattern of misrepresentation takes place over
an extended period of time, the Court "should guard against too
strict an application of the particularity requirement."
The Court finds that the Amended Complaint contains sufficient
particularity to place the Debtor on notice of "the misconduct with
which [it is] charged." The Court disagrees with the Debtor's
contention that Bisk's allegations of knowledge and intent are
inadequately pled. State of mind may be averred generally so long
as the facts give rise to a strong inference that the defendant
possessed the requisite intent.
Accordingly, the Court concludes that Bisk states a claim for
fraudulent inducement and negligent misrepresentation under Rules
12(b)(6) and 9(b) because it sufficiently alleges that the Debtor's
representatives knowingly and repeatedly misrepresented its
competency to perform the contract and that Bisk relied on such
representations when it selected the Debtor for the project.
The Debtor also seeks to dismiss the unjust enrichment claim
contending that Bisk cannot attach an equitable claim to a breach
of contract claim for which an adequate legal remedy is available.
Bisk responds that dismissal of the unjust enrichment claim is
premature until the existence of an express breach of contract
claim is established.
In this case, Bisk contends that the Product and Service Agreement
was invalid because it was fraudulently induced to enter into that
agreement by the actions of the Debtor. Accordingly, the Court
concludes that Bisk may plead unjust enrichment in the alternative.
As a result, the Court will deny the partial motion to dismiss the
unjust enrichment claim.
The bankruptcy case is In re: ASPECT SOFTWARE PARENT, INC., Chapter
11, Debtor. BISK EDUCATION, INC., Plaintiff, v. ASPECT SOFTWARE,
INC., Defendant, Case No. 16-10597 (MFW) (Bankr. D. Del.).
Aspect Software Parent, Inc., Debtor, represented by Morton R.
Branzburg -- mbranzburg@klehr.com -- Klehr Harrison Harvey
Branzburg LLP, William Guerrieri -- will.guerrieri@kirkland.com --
Kirkland & Ellis LLP, Stephen C. Hackney --
stephen.hackney@kirkland.com -- Kirkland & Ellis LLP, Christopher
J. Marcus -- christopher.marcus@kirkland.com -- Kirkland & Ellis,
LLP, Domenic E. Pacitti -- dpacitti@klehr.com -- Klehr Harrison
Harvey Branzburg LLP, Ravi Subramanian Shankar --
ravi.shankar@kirkland.com -- Kirkland & Ellis LLP, James H.M.
Sprayregen -- james.sprayregen@kirkland.com -- Kirkland & Ellis
LLP, Joshua A. Sussberg -- joshua.sussberg@kirkland.com -- c/o
Kirkland & Ellis LLP, Aparna Yenamandra, --
aparna.yenamandra@kirkland.com --Kirkland & Ellis LLP & Michael W.
Yurkewicz -- myurkewicz@klehr.com -- Klehr Harrison Harvey
Branzburg LLP.
U.S. Trustee, U.S. Trustee, represented by Linda J. Casey --
Linda.Casey@UST.DOJ.GOV -- Office of United States Trustee.
Prime Clerk, Claims Agent, represented by Benjamin Joseph Steele,
Prime Clerk LLC.
About Aspect Software Parent
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed
the petitions as executive vice president and chief financial
officer.
The Debtors are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Joshua A.
Sussberg, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland &
Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Esq., and
William A. Guerrieri, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois. The Debtors also tapped Alix Partners, LLP as financial
advisor, Jefferies LLC as investment banker and Prime Clerk LLC as
claims, notice, and balloting agent.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Aspect Software Parent, Inc.
AUTHENTIDATE HOLDING: Sues Ex-CEO for 'Fraud and Breach of Duty'
----------------------------------------------------------------
Authentidate Holding Corp. commenced a litigation against Richard
G. Hersperger, former chief executive officer and a member of the
Board of Directors of the Company, to recover 38,321 shares of
common stock issued to Mr. Hersperger and obtain declaratory relief
confirming the termination of all further obligations to him. The
complaint also seeks damages based on common law fraud and breach
of fiduciary duty, according to a Form 8-K report filed with the
Securities and Exchange Commission.
Mr. Hersperger was terminated as CEO in August 2016. At the time
of his termination, Mr. Hersperger demanded severance and other
remuneration, which was rejected by the Company as without legal
basis. He continued to serve on the Board of Directors and the
Company believes he used this position to further his personal
agenda.
On Sept. 7, 2017, 14 days after the commencement of the Company's
lawsuit against Mr. Hersperger, Mr. Hersperger resigned from the
board of directors effective immediately. Through emails from him
and his attorney, Mr. Hersperger informed the Company of his
decision to resign, and his intention to commence litigation
against the Company.
In his resignation letter, Mr. Hersperger made statements
expressing disagreements with the Company on matters relating to
its operations, policies or practices. Specifically, he stated he
had concerns arising from an alleged lack of transparency and other
allegations relating to the standard of care exercised by the
board. The letter also purports to describe certain events
supporting his claims. The Company strongly disagrees with the
assertions made by Mr. Hersperger and continues to believe his
statements were primarily designed to motivate the Company to grant
him severance.
The Company further believes that Mr. Hersperger's letter contains
untrue and defamatory statements about the Company, its officers
and directors, and its counsel, and that Mr. Hersperger is simply
trying to advance his litigation position. The Company contends
that the proper forum to resolve the dispute between itself and Mr.
Hersperger is the Superior Court in Georgia where the action is
pending, and not through the Company's Exchange Act filings.
Accordingly, the Company did not submit a detailed refutation of
his allegations in the Form 8-K report.
About Authentidate
Authentidate Holding Corp. and its subsidiaries --
http://www.authentidate.com/-- primarily provide an array of
clinical testing services to health care professionals through its
wholly owned subsidiary, Peachstate Health Management, LLC d/b/a
AEON Clinical Laboratories. AHC also continues to provide its
legacy secure web-based revenue cycle management applications and
telehealth products and services that enable healthcare
organizations to increase revenues, improve productivity, reduce
costs, coordinate care for patients and enhance related
administrative and clinical workflows and compliance with
regulatory requirements. Web-based services are delivered as
Software as a Service (SaaS) to its customers interfacing
seamlessly with billing, information and records management
systems.
Authentidate stated in its quarterly report for the period ended
June 30, 2017, that its capital requirements have been and will
continue to be significant and it is expending significant amounts
of capital to develop, promote and market its services. The
Company's available cash and cash equivalents as of March 31, 2017,
totaled approximately $1,155,000 and the Company's working capital
deficit was approximately $6,030,000. At March 31, 2017, the
Company's current monthly operational requirement is approximately
$1,300,000.
EisnerAmper LLP, in Iselin, New Jersey, the Company's independent
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30, 2016,
citing that the Company has a working capital deficit and its
capital requirements have been and will continue to be significant,
which raise substantial doubt about its ability to continue as a
going concern.
Authentidate posted net income of $5.26 million on $34.57 million
of total net revenues for the year ended June 30, 2016, compared to
net income of $9.23 million on $24.44 million of total net revenues
for the year ended June 30, 2015.
As of March 31, 2017, Authentidate had $49.49 million in total
assets, $9.33 million in total liabilities and $40.15 million in
total shareholders' equity.
AVAYA INC: Judge Cecelia Morris Named Mediator on Plan Objections
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order assigning and appointing the U.S. Bankruptcy Court Judge
Cecelia G. Morris as to conduct non-binding mediation concerning
objections to Avaya's Plan. The order states, "The Mediation
conference(s) shall occur at a time and place to be determined by
the Mediator. The Mediator shall seek to conclude the Mediation
promptly to enable resolution or narrowing of the objections to the
plan as expeditiously as possible. If the Mediation should be
continued for more than 30 days from the date hereof, the Mediator
shall inform the Court of any such schedule. Notwithstanding the
Local Bankruptcy Rules for the Southern District of New York, the
Mediator may conduct the Mediation as she sees fit, establish rules
of the Mediation, and consider and take appropriate action with
respect to any matters the Mediator deems appropriate in order to
conduct the Mediation, subject to the terms of this Order. At the
conclusion of the Mediation, the Mediator shall file with the Court
a memorandum stating (i) that the Mediator has conducted the
Mediation, (ii) the names of counsel and principals who
participated in the Mediation, (iii) an identification of any Party
that has not acted in good faith during or in connection with the
Mediation and (iv) whether and to what extent the Mediation was
successful."
About Avaya Inc.
Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes.
The Avaya Enterprise serves over 200,000 customers, consisting of
multinational enterprises, small- and medium-sized businesses, and
911 services as well as government organizations operating in a
diverse range of industries. It has approximately 9,700 employees
worldwide as of Dec. 31, 2016.
Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA,
chief restructuring officer.
Judge Stuart M. Bernstein presides over the cases.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; Zolfo Cooper LLC as
restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG
LLP as tax and accountancy advisor; and The Siegfried Group, LLP,
as financial services consultant. Prime Clerk LLC is their claims
and noticing agent.
On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors. Morrison & Foerster is
the creditors committee's counsel.
On April 13, 2017, the Debtors filed their joint Chapter 11 plan of
reorganization.
Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as
advisors to an ad hoc group -- Ad Hoc Crossholder Group --
comprised of holders of the Company's (i) 33.98% of the $3.235
billion total amount outstanding under loans issued pursuant to a
Third Amended and Restated Credit Agreement, amended and restated
as of December 12, 2012 (the "Prepetition Cash Flow Term Loans");
(ii) 28.38% of the $1.009 billion total principal amount
outstanding under notes issued pursuant to an indenture for the
7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes");
(iii) 12.82% of the $290 million total principal amount outstanding
under notes issued pursuant to an indenture for 9.00% Senior
Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70%
of the $1.384 billion total amount outstanding under notes issued
pursuant to an indenture for 10.5% Senior Secured Notes Due 2021
(the "Second Lien Notes"); and (v) 24% of the $725 million
outstanding under loans issued under the Debtors'
debtor-in-possession financing (the "DIP Facility") pursuant to a
Superpriority Secured Debtor-In-Possession Credit Agreement, dated
as of Jan. 24, 2017.
AVAYA INC: Plan Exclusivity Period Extended Until November 30
-------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods during
which only Avaya Inc. and its affiliated debtors may file and
solicit acceptances of a Chapter 11 Plan through and including
November 30, 2017, and January 31, 2018, respectively.
According to a prior report by the Troubled Company Reporter, the
Debtors said continued exclusivity will permit them to continue
forward in preparation for their November 15, 2017 confirmation
hearing.
The Debtors contended that since their last exclusivity extension
was granted on July 26, 2017, they have:
(a) continued to make swift progress in the reconciliation of
their claims pool through their ongoing reconciliation of claims
filed against these chapter 11 estates by filing three separate
omnibus claims objections (covering 853 of 1,923 total claims);
(b) commenced a claims objection process with respect to the
administrative expense and claims allowance demanded by SAE Power
Incorporated and SAE Power Company;
(c) addressed expiration of their assumption/rejection
deadline with respect to their nonresidential real property
leases;
(d) successfully negotiated and filed their First Amended
Joint Chapter 11 Plan of Reorganization of Avaya Inc. and Its
Debtor Affiliates with the support of holders of over 55 percent of
First Lien Debt and 7% of Second Lien Debt;
(e) successfully negotiated a Stipulation of Settlement with
Pension Benefit Guaranty Corporation resolving the treatment of the
Debtors' qualified pension liabilities;
(f) completed successful negotiations with the Official
Committee of Unsecured Creditors through improved recoveries and
additional modifications to their Amended Plan; and
(g) obtained Court approval with respect to their Disclosure
Statement for the First Amended Joint Chapter 11 Plan of
Reorganization of Avaya Inc. and Its Debtor Affiliates and Plan
Support Agreement.
The Debtors said they will be commencing solicitation on their
Amended Plan in the near term, in accordance with the Disclosure
Statement Order. Accordingly, the Debtors claimed that a brief
exclusivity extension will permit them to build on this progress
without substantial disruption or delay that would result if
parties were permitted to file competing plans at this critical
juncture. Likewise, continued exclusivity will foster the Debtors'
ability to engage creditor constituencies to further develop
consensus around the Amended Plan if at all reasonably possible.
About Avaya Inc.
Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes.
The Avaya Enterprise serves more than 200,000 customers, consisting
of multinational enterprises, small- and medium-sized businesses,
and 911 services as well as government organizations operating in a
diverse range of industries. It has approximately 9,700 employees
worldwide as of Dec. 31, 2016.
Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA,
chief restructuring officer.
Judge Stuart M. Bernstein presides over the cases.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; Zolfo Cooper LLC as
restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG
LLP as tax and accountancy advisor; and The Siegfried Group, LLP,
as financial services consultant. Prime Clerk LLC is their claims
and noticing agent.
On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors. Morrison & Foerster is
the creditors committee's counsel.
On April 13, 2017, the Debtors filed their joint Chapter 11 plan of
reorganization.
Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as
advisors to an ad hoc group -- Ad Hoc Crossholder Group --
comprised of holders of the Company's (i) 33.98% of the $3.235
billion total amount outstanding under loans issued pursuant to a
Third Amended and Restated Credit Agreement, amended and restated
as of December 12, 2012 (the "Prepetition Cash Flow Term Loans");
(ii) 28.38% of the $1.009 billion total principal amount
outstanding under notes issued pursuant to an indenture for the
7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes");
(iii) 12.82% of the $290 million total principal amount outstanding
under notes issued pursuant to an indenture for 9.00% Senior
Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70%
of the $1.384 billion total amount outstanding under notes issued
pursuant to an indenture for 10.5% Senior Secured Notes Due 2021
(the "Second Lien Notes"); and (v) 24% of the $725 million
outstanding under loans issued under the Debtors'
debtor-in-possession financing (the "DIP Facility") pursuant to a
Superpriority Secured Debtor-In-Possession Credit Agreement, dated
as of Jan. 24, 2017.
BAILEY'S EXPRESS: Allowed to Continue Using Cash Until Sept. 30
---------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut has entered a third interim order authorizing
Bailey's Express, Inc., to use up to $113,821 in funds, which
constitute cash collateral of Bankwell Bank, solely to fund the
types and corresponding amounts of itemized expenditures contained
in the budget.
The Debtor's authority to spend cash collateral without further
order of the Court issued after notice and hearing or the written
consent of Bankwell will automatically expire upon the soonest to
occur of (a) September 30, 2017 at 5:00 p.m., or (b) the failure by
the Debtor to materially comply with any provision of third interim
Order regardless of whether the Debtor has expended the entire
amount, which failure is not remedied within three business days
after receiving written notice from Bankwell or SAIA, Inc. of such
failure.
Bankwell is granted a first lien to secure an amount of Bankwell's
prepetition claims equal to (a) the amount of Cash Collateral
actually expended by the Debtor and (b) an amount equaling the
aggregate decline in the value of the Bankwell Prepetition
Collateral. In addition to the Replacement Lien, Bankwell will have
a priority claim in an amount equal to the amount of cash
collateral actually expended by the Debtor pursuant to the Third
Interim Order.
Likewise, SAIA, Inc., is granted, a lien, subordinate to the
security interests held by Bankwell, on the DIP Collateral, but
only to the extent that SAIA successfully establishes that SAIA is
entitled to impose an interline trust on cash collected by the
Debtor.
A further hearing has been set to consider continued use of cash
collateral on Sept. 27, 2017 at 2:30 p.m.
A full-text copy of the Order, dated Aug. 31, 2017, is available at
https://is.gd/LWJzL5
About Bailey's Express
Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier. It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska. It has distribution points in Charlotte,
Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville,
Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also
provides service to Mexico, Puerto Rico & Canada.
Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets
and liabilities at between $1 million and $10 million. The
petition was signed by David Allen, chief financial officer.
Judge Ann M. Nevins presides over the case.
Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel.
No creditors' committee has yet been appointed in the case.
BANESCO USA: Fitch Hikes IDR to BB- & Revises Outlook to Stable
---------------------------------------------------------------
Fitch Ratings has upgraded Banesco USA's (BNSC) Long-Term Issuer
Default Rating (IDR) to 'BB-' from 'B+' and Viability Rating (VR)
to 'bb-' from 'b+'. The Rating Outlook has been revised to Stable
from Positive.
KEY RATING DRIVERS
IDRS AND VIABILITY RATINGS
The action reflects BNSC's sustained improvement in business and
financial performance, particularly core asset quality and
profitability. Further, management continues to execute well on
strategic initiatives to diversify the bank's loan and deposit
portfolios. BNSC's strong growth in recent years, its concentration
in commercial real estate (CRE) loans and South Florida are viewed
by Fitch as rating constraints.
Fitch believes BNSC's current and expected earnings are
satisfactory and in-line with the current rating. During 2016,
excluding a provision related to the asset-based loan discussed
further below, the company improved its ROA and ROE measures to
approximately 65 basis points (bps) and nearly 7%, respectively.
Fitch expects full-year 2017 core profitability measures to show
continued momentum driven by good efficiency, an asset sensitive
balance sheet, and execution on revenue growth initiatives. Over
the longer term, Fitch believes large gains in profitability are
limited, given the shift to more domestically-sourced deposits,
including online CDs, which are higher cost.
Fitch views BNSC's credit performance as commensurate with the new
rating level and continues to expect improvement over the near term
as the bank works down its OREO balances. Fitch calculates BNSC's
non-performing assets (NPAs; includes loans 90 days past due and
still accruing, accruing TDRs, and OREO) at 1.18% as of second
quarter 2017 (2Q17), down from 1.86% as of 2Q16. BNSC's NPA
performance is in line with similarly rated institutions.
In 4Q16, BNSC experienced a spike in non-accruing loans followed by
above average charge-offs in the first half of 2017 (1H17) due to
fraud that was uncovered in one asset-based loan. Fitch believes
this is an isolated event and asset quality measures excluding this
loan show continued improvement year-over-year.
Fitch's rating action also incorporates the view that the bank has
made significant improvements in risk management, controls, and
oversight across its major risk exposures. In April 2016, the
bank's Consent Order related to deficiencies in its compliance with
BSA and AML laws and regulations was lifted by the FDIC and the
Florida Office of Financial Regulation.
Fitch recognizes that BNSC's CRE concentration in local markets
such as South Florida tends to be above community bank averages. In
addition, the CRE concentration could drive modest volatility in
NPA measures, but at this stage Fitch believes credit losses should
be manageable in the context of the current rating level.
BNSC's capitalization is appropriate for its risk profile; however,
the lack of access to external capital is considered a rating
constraint. As of June 30, 2017, the bank's Fitch core
capital/risk-weighted assets ratio was 11.7% and its tangible
common equity/tangible assets ratio was 8.92%. Although Fitch
considers the capital base sufficient to support risks within the
business mix, a return to high loan growth coupled with limited
profitability may adversely impact capital ratios.
The company's liquidity profile is driven by its large core deposit
base that relies on a high volume of international deposits, which
make up about 50% of total deposits. The majority of international
funding is sourced from Venezuelan depositors who have turned to
U.S. banks as a safe haven. These deposits typically have a very
low attrition rate, limited rate sensitivity, and provide a stable
source of low-cost funding.
However, going forward, deposit inflows are expected to be limited
and the company may experience some outflows driven by rising
inflation in Venezuela. In an effort to reduce reliance on
Venezuelan funding, management has been working to grow domestic
deposits including strategic initiatives to leverage its
affiliation with Banesco companies abroad. BNSC has also
demonstrated growth within its new national online deposit
platform, providing an additional source of funding. Fitch views
the diversification of funding sources positively.
Fitch notes that there may be risks to BNSC's Venezuelan depositors
seeking other U.S.-based banking institutions in which to deposit
their monies in the event there are concerns regarding BNSC or the
Banesco Group. However, to date, BNSC has actually benefited from
its association with the Banesco brand, despite volatility in
Venezuela, as demonstrated by its relatively stable deposit base
overall. Fitch notes that depositor behavior has thus far been
manageable.
In Fitch's view, BNSC's ratings are not immediately affected by
deteriorating economic conditions in Venezuela and their impact on
Banesco Banco Universal (BBU; VR 'cc') in Venezuela. Although BNSC
is affiliated with the Banesco Group and shares common ownership,
BNSC does not have a holding company structure in the U.S.
therefore there is no direct rating linkage to BBU in Venezuela.
Fitch recognizes that BNSC benefits from the "Banesco" brand, its
strong recognition in Latin America, and BBU's market-leading
position in Venezuela. However, in Fitch's opinion, contagion risk
from BBU, which shares the same brand, is limited at this time.
SUPPORT RATING AND SUPPORT RATING FLOOR
BNSC has a Support Rating (SR) of '5' and Support Rating Floor
(SRF) of 'NF'. In Fitch's view, BNSC is not systemically important
and, therefore, the probability of support is unlikely. The IDRs
and VRs do not incorporate any support. Historically, BNSC's
principal shareholders have demonstrated a willingness to provide
capital; however, Fitch's rating analysis does not assume capital
support from the shareholders.
LONG- AND SHORT-TERM DEPOSIT RATINGS
BNSC's uninsured deposit ratings are rated one-notch higher than
the company's IDR 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 VRS
Fitch views BNSC's ratings as well-situated at 'BB-' and believes
rating upside is limited given its asset, revenue and geographic
concentrations.
Over the longer term, however, as the franchise continues to
mature, increased loan, deposit, geographic, and/or business line
diversity could have positive implications provided the company
demonstrates continued enhanced risk management practices and a
good credit loss track record while maintaining earnings and
capital levels that support positive ratings momentum.
The ratings incorporate a moderate level of organic growth. Should
BNSC exhibit aggressive organic loan growth relative to peers,
negative ratings pressure could build. This risk is further
accentuated by Banesco's already significant growth in commercial
loans through a relatively benign credit environment.
Fitch believes that asset quality improvement will moderate going
forward and could even reverse nominally as credit metrics are
expected to normalize industry-wide. However, if BNSC's credit
trends reverse materially beyond peer levels, particularly if large
loans become impaired, negative rating action could be taken.
Given BNSC's ties to the Banesco Group and considerable Venezuelan
deposit base, if material adverse changes in deposit behavior
occur, particularly as a result of a Venezuelan sovereign default,
negative rating action could ensue.
SUPPORT RATING AND SUPPORT RATING FLOOR
BNSC's SR and SRF are sensitive to Fitch's assumption around
capacity to procure extraordinary support in case of need. Since
BNSC's SR and SR Floor are '5' and 'NF', respectively, there is
limited likelihood that these ratings will change over the
foreseeable future.
LONG- AND SHORT-TERM DEPOSIT RATINGS
The ratings of long- and short-term deposits issued by BNSC are
primarily sensitive to any change in BNSC's Long- and Short-Term
IDRs.
PROFILE
Banesco USA was established in 2006 by the principal shareholders
of the Banesco Group and provides traditional banking services,
primarily real estate financing, to retail clients as well as to
small-to-medium-sized companies. Services are offered via branches
in Miami-Dade County, Broward County, and San Juan, Puerto Rico.
Banesco USA is based in Coral Gables, FL.
Fitch has taken the following actions:
Banesco USA (BNSC)
-- Long-Term IDR upgraded to 'BB-' from 'B+'; Outlook revised to
Stable from Positive;
-- Short-Term IDR affirmed at 'B';
-- Long-term deposits upgraded to 'BB' from 'BB-';
-- Short-term deposits affirmed at 'B';
-- Viability Rating upgraded to 'bb-' from 'b+';
-- Support affirmed at '5';
-- Support Floor affirmed at 'NF'.
BCW EXPRESS: Wants Court Approval to Use Cash Collateral
--------------------------------------------------------
BCW Express Delivery, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Michigan to use cash
collateral in the ordinary course of business.
The Debtor's business consists of receiving payment for services
and deliveries made on behalf of Federal Express. The Debtor needs
the use of the funds to run its business operations -- including
paying employees, withholding and FICA taxes, fuel for trucks,
insurance, and all the other normal business expenses. As such,
the Debtor contend that without the use of cash collateral, it may
be unable to file a feasible plan of reorganization and to meet its
ongoing expenses.
The Debtor estimates that its current cash collateral needs for the
month of September is $100,000 on an interim emergency basis to
avoid irreparable harm. The Debtor's cash disbursement projection
for the months of September 2017 through February 2018 indicates
that the Debtor requires up to $652,197 in cash collateral.
The Debtor notes that the creditors who may have cash collateral
are: (1) Cap Call Inc. (accounts, deposit accounts, contract
rights), (2) Complete Business Solutions Group, Inc. (accounts,
deposit accounts), (3) Spark Funding (accounts), (4) Viceroy
Capital Funding (accounts), and (5) Yellowstone Capital (accounts,
deposit accounts, accounts receivable).
Accordingly, the Debtor proposes to pay the secured creditors these
amounts as adequate protection:
(1) Cap Call $500
(2) Complete Business $500
(3) Spark Funding $50
(4) Viceroy Capital Funding $300
(5) Yellowstone Capital $500
A full-text copy of the Debtor's Motion, dated August 31, 2017, is
available at https://is.gd/TLmSmY
BCW Express Delivery is represented by:
Edward J. Gudeman, Esq.
Brian A. Rookard, Esq.
Gudeman and Associates, P.C.
1026 West 11 Mile Road
Royal Oak, MI 48067
Telephone: 248-546-2800
E-mail: ejgudeman@gudemanlaw.com
About BCW Express Delivery
BCW Express Delivery, Inc., a Michigan corporation, owns several
Federal Express routes located geographically from Port Huron to
Chesterfield, Michigan. The business is located at 5290 River Rd.,
East China, MI.
BCW Express Delivery filed a Chapter 11 petition (Bankr. E.D. Mich.
Case No. 17-52368) on Aug. 31, 2017. The petition was signed by
William Channon Worthen, president. The Debtor is represented by
Edward J. Gudeman, Esq. at Gudeman & Associates, P.C. At the time
of filing, the Debtor estimated less than $50,000 in assets and
$100,000 to $500,000 in liabilities.
BEAR FIGUEROA: Sale of Los Angeles Property Denied w/o Prejudice
----------------------------------------------------------------
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California denied without prejudice Bear
Figueroa, LLC's sale of real property located at 10520 South
Figueroa Blvd., Los Angeles, California.
A hearing on the Motion was held on Aug. 29, 2017, at 11:00 a.m.
The Debtor proposed to sell the property free and clear of all
liens, claims and interests.
About Bear Figueroa
Headquartered in Culver City, California, Bear Figueroa LLC owns a
property located at 10520 South Figueroa Boulevard, Los Angeles,
California 90003, valued at $2.9 million. For 2016, it recorded
gross revenue of $265,000 compared to gross revenue of $250,000
during the prior year.
Bear Figueroa filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Cal. Case No. 17-14249) on April 6, 2017, listing $2.9 million
in total assets and $1.93 million in total liabilities. The
petition was signed by Denise Johnson, managing member.
Judge Vincent P. Zurzolo presides over the case.
Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves
as the Debtor's bankruptcy counsel.
No creditors' committee has been appointed by the United States
Trustee.
BISON GLOBAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bison Global Logistics, Inc.
PO Box 1847
Pflugerville, TX 78691
Business Description: Bison Global Logistics is a privately-
owned transportation and logistics services
provider. Bison Global's principal place of
business is 1201 Heather Wilde, Pflugerville
TX 78660, Travis County. Bison has
terminals located in Austin TX, Dallas TX,
and San Antonio TX. The Company's
transportation offerings include local,
regional, and long haul trucking on
Bison-owned equipment. Bison serves a wide
array of companies and industries from the
small locally owned business to Fortune 1000
companies. Additional information is
available at the Company's web site at
http://www.bisongl.com
NAICS (North American
Industry Classification
System) 4-Digit Code
that Best Describes Debtor: 0000
Case No.: 17-11154
Chapter 11 Petition Date: September 14, 2017
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Tony M. Davis
Debtor's Counsel: Stephen W. Sather, Esq.
BARRON & NEWBURGER, P.C.
7320 N MoPac Expy, Suite 400
Austin, TX 78731
Tel: (512) 476-9103 Ext. 220
Fax: (512) 476-9253
Email: ssather@bn-lawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Allen T. "Tommy" Love, CEO.
A full-text copy of the petition containing, among other items,
a list of the Debtor's 20 largest unsecured creditors, is
available for free at http://bankrupt.com/misc/txwb17-11154.pdf
BLACKRIDGE TECHNOLOGY: May Issue 22.8M Shares Under Stock Plan
--------------------------------------------------------------
BlackRidge Technology International, Inc., filed a Form S-8
registration statement with the Securities and Exchange Commission
to register 22,807,005 shares of its common stock, par value
$0.001, to be issued under the Company's Restricted Stock Incentive
Plan to its, or its affiliates, employees, directors, consultants
and advisors.
The Registration Statement also includes a reoffer prospectus
covering reoffers and resales of the Company's common stock that
have been or will be acquired by certain of its officers and
directors which may be deemed to be "control securities" and/or
"restricted securities" of the Company. The reoffer prospectus
relates to the resale of up to 4,642,489 shares of Common Stock
that may be issued under the Plan to the various selling
stockholders. The amount of securities to be offered or resold by
means of the reoffer prospectus by the designated selling
stockholders may not exceed, during any three month period, the
amount specified in Rule 144(e).
A full-text copy of the prospectus is available for free at:
https://is.gd/oFLUqA
About BlackRidge
BlackRidge Technology International, Inc., was incorporated under
the laws of the State of Nevada on March 15, 2004 under the name
"Grote Molen, Inc." The Company sells identity based network
security to protect hybrid cloud and mainframe workloads from
cyber-attacks and insider threats.
On Sept. 6, 2016, Grote Molen, Inc. entered into an agreement and
plan of reorganization with BlackRidge Technology International,
Inc., a Delaware corporation, and Grote Merger Co., a Delaware
corporation providing for the Company's acquisition of BlackRidge
in exchange for a controlling number of shares of the Company's
preferred and common stock pursuant to the merger of Grote Merger
Co. with and into BlackRidge, with BlackRidge continuing as the
surviving corporation. The transaction contemplated in the
agreement closed on Feb. 22, 2017.
On July 2, 2017, the Company filed a Certificate to Accompany
Restated Articles or Amended and Restated Articles with the
Secretary of State of Nevada to, among other things, change the
Company's name to BlackRidge Technology International, Inc.
Grote Molen reported a net loss of $259,447 for the year ended Dec.
31, 2016, compared to a net loss of $52,120 for the year ended Dec.
31, 2015. As of June 30, 2017, BlackRidge had $7.83 million in
total assets against $22.59 million in total liabilities and a
$14.75 million total stockholders' deficit.
Pritchett, Siler & Hardy, P.C., in Farmington, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that Grote
Molen, Inc. has incurred losses and negative cash flows from
operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern.
BLINK CHARGING: Obtains $260,000 in Financing from Lenders
----------------------------------------------------------
Blink Charging Co. entered into a fourth amendment to a secured
convertible promissory note with Chase Mortgage, Inc. Although the
Fourth Amendment is dated Sept. 5, 2017, it did not become binding
until it was fully signed on Sept. 7, 2017.
On Nov. 14, 2014, the Company and SMS Real Estate LLC entered into
a secured convertible promissory note pursuant to which SMS lent
$200,000 to the Company. SMS assigned the Original Note to Chase
Mortgage, Inc. in November 2015. The Original Note was amended for
a third time in November 2015. The investment decisions of SMS are
controlled by Marc Lehmann. The investment decisions of Chase
Mortgage are controlled by Mark Herskowitz.
The Fourth Amendment amends the Original Note to clarify the
principal owed is $50,000 and extends the maturity date from
February 2016 to the earlier of: (a) Dec. 29, 2017; or (b) the
Company receiving $5 million in proceeds from equity and/or debt
financings. Chase Mortgage also waived any past events of default
with regard to a failure to make payments pursuant to the Original
Note, as amended. In consideration for Chase Mortgage entering
into the Fourth Amendment, the Company issued a five-year Warrant
for 10,000 shares of the Company's common stock. The exercise
price of the Fourth Amendment Warrant is the lower of: (a) $35.00;
or (b) the price equal to a 20% discount to the price per share
sold in any equity financing transaction within the next 12 months
whereby the Company cumulatively receives at least $1 million.
New Secured Promissory Notes
On Sept. 7, 2017, the Company issued a Secured Promissory Note to
SMS pursuant to which SMS lent $160,000 to the Company. Although
the SMS Note is dated Sept. 6, 2017, the SMS Note did not become
binding until Sept. 7, 2017, when the Company received the funds.
The SMS Note bears interest at a rate of 12% and has a maturity
date of the earlier of: (a) Dec. 29, 2017; or (b) the Company
receiving $5 million in proceeds from equity and/or debt
financings. In addition, prior to the maturity date, for every $1
million the Company receives in proceeds from equity and/or debt
financings, the Company is obligated to repay $32,000 to SMS. In
connection with the Company issuing the SMS Note, Company issued a
five-year warrant for 9,600 shares of the Company's common stock.
The terms of the SMS warrant are substantially similar to the terms
of the Fourth Amendment Warrant.
On Sept. 7, 2017, the Company issued a Secured Promissory Note to
Chase Mortgage pursuant to which Chase Mortgage lent $100,000 to
the Company. Although the Chase Note is dated Sept. 6, 2017, the
Chase Note did not become binding until Sept. 7, 2017, when the
Company received the funds. The Chase Note bears interest at a
rate of 12% and has a maturity date of the earlier of: (a)
Dec. 29, 2017; or (b) the Company receiving $5 million in proceeds
from equity and/or debt financings. In addition, prior to the
maturity date, for every $1 million the Company receives in
proceeds from equity and/or debt financings, the Company is
obligated to repay $20,000 to Chase. In connection with the
Company issuing the Chase Note, Company issued a five-year warrant
for 6,000 shares of the Company's common stock. The terms of the
Chase warrant are substantially similar to the terms of the Fourth
Amendment Warrant.
Pursuant to the SMS Note and the Chase Note, each of Chase Mortgage
and SMS have a security interest in all of the Company's assets.
The SMS Note and the Chase Note are short-term debt obligations
that are material to the Company. The SMS Note and the Chase Note
may be prepaid in accordance with the terms set forth in the SMS
Note and the Chase Note. The SMS Note and the Chase Note also
contains certain representations, warranties, covenants and events.
In the event of default, at the option of the lender, the lender
may consider the SMS Note and the Chase Note (as appropriate)
immediately due and payable.
Warrant Conversion Agreements
On Sept. 6, 2017, the Company and SMS entered into a Warrant
Conversion Agreement pursuant to which SMS agreed to exchange 2,000
warrant shares it owned prior to Sept. 1, 2017 (all of the warrants
shares it owned prior to that date) for 1,700 shares of the
Company's common stock. There is no "lockup" agreement with regard
to the shares of common stock SMS is receiving pursuant to the SMS
Conversion Agreement. The SMS Conversion Agreement does not affect
the five-year warrant for 9,600 shares of the Company's common
stock that SMS received in connection with the SMS Note.
On Sept. 6, 2017, the Company and Chase Mortgage entered into a
Warrant Conversion Agreement. Pursuant to the Chase Conversion
Agreement, Chase Mortgage agreed to exchange 5,600 warrant shares
it owned prior to Sept. 1, 2017 (all of the warrants shares it
owned prior to that date) for 4,760 shares of the Company's common
stock. There is no "lockup" agreement with regard to the shares of
common stock Chase Mortgage is receiving pursuant to the Chase
Conversion Agreement. The Chase Conversion Agreement does not
affect the five-year warrant for 6,000 shares of the Company's
common stock that Chase Mortgage received in connection with the
Chase Note.
On Sept. 7, 2017, the Company and Mr. Herskowitz entered into a
Warrant Conversion Agreement. Pursuant to the Herskowitz
Conversion Agreement, Mr. Herskowitz agreed to exchange his 18,000
warrant shares (all of the warrants shares Mr. Herskowitz owns) for
15,300 shares of the Company's common stock. There is no "lockup"
agreement with regard to the shares of common stock Mr. Herskowitz
is receiving pursuant to the Herskowitz Conversion Agreement.
About Blink Charging Co.
Blink Charging Co. (OTC: CCGID), formerly known as Car Charging
Group, Inc., is a national manufacturer of public electric vehicle
(EV) charging equipment, enabling EV drivers to easily charge at
locations throughout the United States. Headquartered in Florida
with offices in Arizona and California, Blink Charging's business
is designed to accelerate EV adoption. Blink Charging offers EV
charging equipment and connectivity to the Blink Network, a
cloud-based software that operates, manages, and tracks the Blink
EV charging stations and all the associated data. Blink Charging
also has strategic property partners across multiple business
sectors including multifamily residential and commercial
properties, airports, colleges, municipalities, parking garages,
shopping malls, retail parking, schools, and workplaces.
Car Charging reported a net loss attributable to common
shareholders of $9.16 million on $3.32 million of total revenues
for the year ended Dec. 31, 2016, compared with a net loss
attributable to common shareholders of $9.58 million on $3.95
million of total revenue for the year ended Dec. 31, 2015.
As of June 30, 2017, Car Charging had $1.97 million in total
assets, $20.77 million in total liabilities, $825,000 in series B
convertible preferred stock, and a total stockholders' deficiency
of $19.62 million.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred net losses since
inception 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.
BLUFF CREEK: Wants Exclusive Plan Filing Deadline Moved to Feb. 2
-----------------------------------------------------------------
Bluff Creek Timber Co., LLC, asks the U.S. Bankruptcy Court for the
Northern District of Alabama to extend the exclusivity period to
file a plan of reorganization to Feb. 2, 2018, and the exclusivity
period to confirm a Plan to April 3, 2018.
The Debtor's Exclusivity Period to file a Plan will expire on Jan.
4, 2018 -- 30 days after the Debtor's proposed claims bar date.
The Debtor has requested that the Court set Dec. 4, 2017 as claims
bar date in this case.
The Debtor avers that it cannot propose an adequate disclosure
statement and plan with 30 days' notice of the proofs of claim
filed in the case. Further, it would be inequitable to allow other
parties of interest in this matter to file a plan prior to allowing
the Debtor an adequate opportunity to propose a plan and disclosure
statement.
The Debtor further avers that setting a bar date prior to the
Proposed Claims Bar Date would be unfair and potentially
prejudicial to the Debtor's creditors and any parties of interest
to the case.
Bluff Creek Timber Co., LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ala. Case No. 17-82652) on Sept. 6, 2017,
estimating its assets at between $100,001 and $500,000 and
liabilities at between $500,001 and $1 million. Tazewell Shepard,
Esq., at Tazewell Shepard, P.C., serves as the Debtor's bankruptcy
counsel.
BOWMAN DAIRY: Has Interim OK to Use Beacon Cash Collateral
----------------------------------------------------------
The Hon. James M. Carr of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Bowman Dairy Farms LLC to
use its cash in the ordinary course of business until entry of a
final order by the Court and in substantial compliance with the
initial budget attached to its Motion.
Judge Carr granted Beacon Credit Union with replacement liens in
the Debtor's postpetition assets of the same type and character as
the Debtor's prepetition assets against which Beacon Credit Union
held a lien but only to the extent of any diminution of the cash
collateral caused by the Debtor's use during the Interim Period
pending the Final Hearing and a determination of the extent,
validity, and priority of the liens asserted by Beacon Credit
Union.
The Court will consider final approval on the Debtor's use of cash
collateral during the final hearing which will take place on Sept.
11, 2017, at 1:30 p.m.
A full-text copy of the Order, dated Aug. 31, 2017, is available at
https://is.gd/0BnXvP
About Bowman Dairy Farms
Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana.
Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 17-06475) on Aug. 27, 2017. The petition was signed by
Trent N. Bowman, member. At the time of filing, the Debtor
estimated assets and liabilities at $10 million to $50 million.
The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker
Daniels LLP.
BRAZOS PRESBYTERIAN: Fitch Affirms BB+ Rating on Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on Brazos Presbyterian
Homes, TX's (Brazos) outstanding debt.
The Rating Outlook remains Positive.
SECURITY
The bonds are secured by a gross revenue pledge, mortgage pledge
and DSRF.
KEY RATING DRIVERS
RATING UPGRADE PRECLUDED BY HURRICANE HARVEY: Expectations from
Fitch's last review in September 2016 when the Rating Outlook was
revised to Positive have been met, but a rating upgrade is
precluded at this time by uncertainty regarding the full impact of
Hurricane Harvey. Fitch has been informed that all residents
remained safe during the storm, but there was some facility damage
and operational disruption due to the temporary relocation of some
residents. Management is currently evaluating the total financial
impact. In addition, Fitch will assess the state of the housing
market and any impact on new resident move-ins.
EXECUTION OF SIGNIFICANT EXPANSION PROJECT: Brazos has started an
expansion project at Brazos Towers including 84 additional ILUs
(East Tower), and 25 assisted living units (ALUs), and eight memory
support units. The new ILUs became available for occupancy
gradually with the first move-in in March 2016, and the new units
filled quickly with almost 100% occupancy as of September 2016 (83
of 84 units). The additional ALU and memory support units were
delayed due to licensing issues, and capacity was also brought on
line over time with all additional capacity on line as of May 25,
2017.
STRONG LIQUIDITY FOR RATING LEVEL: Brazos' liquidity has improved
since Fitch's initial rating with $73.9 million of unrestricted
cash and investments that equated to 967 days cash on hand and 68%
cash to debt at June 30, 2017 compared to the 'BBB' category median
of 425 and 57.4%, respectively. There are no material demands on
liquidity with a conservative capital structure (all fixed rate
debt), and ongoing capital needs are expected at around $4 million
per year. However, a portion of Brazos' residency contracts is
refundable with a total refundable entrance fee liability of $76
million at June 30, 2017.
HIGH DEBT BURDEN: Brazos' debt burden is high with maximum annual
debt service (MADS) accounting for 24.6% of total revenue in 2016.
In addition, Brazos is dependent on turnover entrance fees for debt
service coverage with revenue only coverage of 0.5x through the six
months ended June 30, 2017.
CONSISTENT OCCUPANCY: Demand is good at both facilities (Brazos
Towers and Hallmark) as demonstrated by solid ILU occupancy at both
communities. Brazos Towers has been successful in backfilling the
older ILUs that were vacated as certain residents moved to the new
expanded capacity. Through year to date 2017, overall ILU occupancy
was 89% compared to 85% in 2016 and 92% in 2015.
RATING SENSITIVITIES
IMPACT RELATED TO HURRICANE HARVEY: Fitch will update the rating
over the next three to six months when more detail regarding the
impact of Hurricane Harvey is available. The rating is likely to be
upgraded if the financial impact from the storm is manageable.
Fitch will also assess any potential impact on occupancy related to
prospective residents and their homes.
LONGER-TERM CAPITAL PROJECTS: Brazos is starting a strategic
planning process for Hallmark and any major capital needs will
likely be over a longer time frame. Fitch will evaluate these plans
and the impact on the rating when plans are finalized.
CREDIT PROFILE
Brazos is a Type B continuing care retirement community (CCRC) that
owns two communities, Brazos Towers at Bayou Manor (Brazos Towers)
and the Hallmark, located in Houston, TX. These communities have
been operated by Brazos since 1963 and 1972, respectively. Brazos
Towers currently has 178 ILUs (84 added since March 2016), 25 ALUs,
eight memory support units, and 37 licensed skilled nursing (SNF)
beds.
The Hallmark has 125 ILUs, 12 ALUs, 10 memory support units, and 32
bed SNF. Although the communities are only approximately six miles
apart, the resident draw for each community is from different zip
codes within the Houston area. Brazos had $27 million in total
revenue in 2016 (Dec. 31 year end).
All of Brazos' residents remained safe during Hurricane Harvey.
There was no damage at the Hallmark. However, Brazos Towers did
have flooding in the basement that resulted in loss of power in the
West Tower. Brazos temporarily moved these residents (healthcare
and ILU) to other locations. The healthcare residents have returned
and the ILU residents are expected to return on Sept. 18.
Management is currently evaluating the total financial impact and
repair cost. Brazos maintains flood and property insurance and
management is also evaluating how much, if any, of the cost would
be recoverable from insurance.
THE PROJECT
The expansion project at Brazos Towers had been in the planning
stages since 2008, and the project is now complete. At the time of
Fitch's last review in September 2016, the portion of the project
with the greatest risk was successfully executed with the new ILUs
filled and temporary debt repaid. The remaining portion of the
project included the new ALUs and memory support units, which was
almost a year delayed due to licensing issues. Despite this,
financial performance remained steady as Brazos controlled expenses
and kept advance staffing to a minimum.
The final project cost was approximately $96 million and funding
sources included the 2013 bond proceeds (series 2016 refunded a
portion of the series 2013 bonds), a construction loan (paid down
as of April 2016), initial entrance fees, and an equity
contribution.
GOOD OCCUPANCY
Fitch believes Brazos' service area has favorable characteristics
with good demographics and a stable housing market. Fitch will
follow up with management regarding any potential concerns about
the impact on the housing market related to Hurricane Harvey and
effect on future sales. ILU occupancy has been stable despite the
added capacity in 2016. Healthcare occupancy has been more volatile
due to the smaller number of units and overall challenges
especially in the SNF industry. ALU occupancy in 2017 will be
impacted by the additional capacity at Brazos Towers, but there are
10 move-ins anticipated in October 2017. The remaining fill of the
new ALUs/memory support units are expected from direct admits.
SNF revenue only accounted for 24% of net residence service revenue
in 2016. Brazos Towers' SNF is in an alliance with a local
hospital. The Hallmark's SNF is currently 100% private pay but is
in the process of applying for Medicare certification.
GOOD FINANCIAL PROFILE
While many of Brazos' financial metrics compare favorably to
investment grade medians, turnover entrance fees are dependent for
debt service coverage.
Net operating margin - adjusted is very healthy while operating
ratio remains above 100%. Fitch expects this ratio to improve as
Brazos realizes the full impact of the added capacity in May 2017,
which should result in further revenue growth.
MADS coverage is adequate at 1.4x through the six months ended June
30, 2017 but is expected to be closer to 2x on an annualized basis
in 2017 and going forward. Management is projecting MADS coverage
of 1.7x for 2017 and coverage was 1.6x on a rolling 12 months
through June 30, 2017. Ongoing turnover entrance fees are expected
to total between $5 million-6 million a year. Turnover entrance
fees totaled $3 million through the six months ended June 30, 2017,
$7 million in 2016, $9 million in 2015, and $7 million in 2014.
DEBT PROFILE
Total debt outstanding at June 30, 2017 was $104.6 million and is
100% fixed rate. Besides bonded debt, Brazos has a note payable of
$2.4 million. MADS is $6.7 million, and the debt service schedule
is level.
LEGAL PROVISIONS AND DISCLOSURE
Under the MTI, Brazos is required to maintain MADS coverage of 1.2x
and 180 days cash on hand. Events of default include MADS coverage
below 1.2x for two consecutive years and below 180 days cash on
hand or MADS coverage below 1x. At June 30, 2017, covenant
calculations were 1.58x debt service coverage (rolling 12 months)
and 1,032 days cash on hand.
Brazos covenants to provide annual audits within 150 days of fiscal
year end and quarterly disclosure for all four quarters within 45
days of quarter end.
OUTSTANDING DEBT
-- $67,610,000 Harris County Cultural Education Facilities
Finance Corporation, first mortgage revenue bonds (Brazos
Presbyterian Homes, Inc. Project) series 2016
-- $21,695,000 Harris County Cultural Education Facilities
Finance Corporation, first mortgage revenue bonds (Brazos
Presbyterian Homes, Inc. Project) series 2013A
-- $12,890,000 Harris County Cultural Education Facilities
Finance Corporation, first mortgage revenue bonds (Brazos
Presbyterian Homes, Inc. Project) series 2013B
BSRV INC: Lot in Richmondhill, NY Up for Oct. 20 Auction
--------------------------------------------------------
Susan L. Borko, Esq., as Referee, will sell at public auction at
the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in
Courtroom # 25, Jamaica, NY on October 20, 2017, at 10:00 a.m., the
premises known as 130-35 91ST AVENUE, RICHMONDHILL, NY (Block 9358
Lot 39).
Proceeds of the sale will be used to satisfy lien in the amount of
$403,608.04 plus interest and costs.
The Premises will be sold pursuant to a Judgment of Foreclosure and
Sale dated August 16, 2017 and entered on August 21, 2017, in the
case, NYCTL 1998-2 TRUST, and THE BANK OF NEW YORK MELLON, as
Paying Agent and Collateral Agent and Custodian for the NYCTL
1998-2 TRUST, Plaintiffs against BSRV INC, et al. Defendant(s),
pending in the New York Supreme Court, Queens County.
Attorney(s) for Plaintiffs:
Seyfarth Shaw LLP
620 Eighth Avenue
New York, NY 10018
CALAMP CORP: Egan-Jones Lowers Sr. Unsecured Ratings to B+
----------------------------------------------------------
Egan-Jones Ratings Company, on June 26, 2017, lowered the local
currency and foreign currency senior unsecured ratings on debt
issued by CalAmp Corp to B+ from BB-.
CalAmp Corp. (CalAmp) is a provider of wireless communications
solutions for a range of applications to customers globally. The
Company operates through two business segments: Wireless DataCom
and Satellite.
CALMARE THERAPEUTICS: BDO USA Replaced Mayer Hoffman as Accountant
------------------------------------------------------------------
Calmare Therapeutics Incorporated, upon the approval of the Audit
Committee of the Board of Directors of the Company, notified Mayer
Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann
P.C., the Company's current independent registered public
accounting firm, that it would be dismissed from that position
effective Sept. 7, 2017.
The audit reports of Mayer Hoffman on the Company's consolidated
financial statements as of and for the years ended Dec. 31, 2016,
and 2015 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. According to the Company,
during its two most recent fiscal years ended Dec. 31, 2016, and
Dec. 31, 2015, and in the subsequent interim period through Sept.
7, 2017, there were no (1) disagreements with Mayer Hoffman on any
matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures.
Mayer Hoffman's report of the consolidated financial statements as
of and for the years ended Dec. 31, 2016, and 2015, contained a
separate paragraph stating "[as] more fully described in Note 1,
the Company has incurred operating losses since fiscal year 2006
and has a working capital and shareholders' deficit at December 31,
2016. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty."
On Sept. 13, 2017, the Company, upon the approval of the Committee,
appointed BDO USA, LLP as its new independent registered public
accounting firm to audit the Company's financial statements for the
year ending Dec. 31, 2017.
The Company said that during its fiscal years ended Dec. 31, 2016,
and 2015 and the subsequent interim period through Sept. 13, 2017,
neither the Company nor anyone on its behalf has consulted with BDO
regarding (i) the application of accounting principles to a
specific transaction, either completed or proposed or (ii) the type
of audit opinion that might be rendered on the Company's financial
statements and, neither a written report nor oral advice was
provided to the Company that BDO concluded was an important factor
considered by the Company in reaching a decision as to accounting,
auditing or financial reporting issues.
About Calmare Therapeutics
Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc. -- http://www.calmaretherapeutics.com/--
provides distribution, patent and technology transfer, sales and
licensing services focused on the needs of its customers and
matching those requirements with commercially viable product or
technology solutions. Sales of the Company's Calmare(R) pain
therapy medical device continue to be the major source of revenue
for the Company. The Company currently employ the full-time
equivalent of seven people.
Calmare reported a net loss of $3.82 million on $1.10 million of
revenue for the year ended Dec. 31, 2016, compared to a net loss of
$3.67 million on $891,472 of revenue for the year ended Dec. 31,
2015. As of Dec. 31, 2016, Calmare had $3.88 million in total
assets, $17.69 million in total liabilities, all current, and a
total shareholders' deficit of $13.81 million.
"The Company's continuation as a going concern is dependent upon
its developing other recurring revenue streams sufficient to cover
operating costs. If necessary, we will meet anticipated operating
cash requirements by further reducing costs, issuing debt or
equity, and/or pursuing sales of certain assets and technologies
while we continue to pursue increased sales of our Calmare devices.
The Company does not have any significant capital requirements in
the budget going forward. There can be no assurance that the
Company will be successful in such efforts. To return to and
sustain profitability, we must increase our revenue through sales
of our Calmare Devices and other products and services related to
the Devices. Failure to develop a recurring revenue stream
sufficient to cover operating expenses would negatively affect the
Company's financial position," the Company stated in its quarterly
report for the year ended Dec. 31, 2016.
CAROUSEL OF LANGUAGES: 20% Recovery for Unsecureds Over 5 Years
---------------------------------------------------------------
Carousel of Languages, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of New York a disclosure statement in
connection with their plan of reorganization, dated Sept. 5, 2017.
The Plan proposes that after Chapter 11 administrative claims,
priority claims, and United States Trustee fees have been
distributed, Allowed Class 1 claims will be paid in full in over
not more than five years from the Effective Date, in equal
quarterly installments, up to the amount of any such claim not in
excess of $12,475. Allowed Class 2 general unsecured claims shall
be paid 20% in over not more than five years from the Effective
Date, in equal quarterly installments.
The Plan will be funded by the Debtor's ongoing operations.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb15-12851-67.pdf
Attorney for the Debtor:
Arlene Gordon-Oliver, Esq.
ARLENE GORDON-OLIVER & ASSOCIATES, PLLC
199 Main Street, Suite 203
White Plains, New York 10601
(914) 683-9750
Carousel of Languages LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 15-12851) on Oct. 22, 2015, estimating less than
$500,000 in assets and debt.
CASHMAN EQUIPMENT: Sale of 14 Vessels Approved
----------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cashman Equipment Corp. and
affiliates to sell their vessels: (i) JMC 4 to Pacific Tugboat
Service; (ii) JMC 86 and JMC 29 to M&M Electrical Services, LLC;
(iii) JMC 126 to Conway Marine Construction, Inc.; (iv) JMC 127 to
Conway Marine Construction, Inc.; (v) JMC 628, JMC 633, JMC 634,
JMC 635, JMC 636, JMC 637, JMC 639 and JMC 642 to Gravoris Aluminum
Boats, LLC; and (vi) JMC 154 to Shimmick/FCC/Impregilio JV.
The sales are free and clear of liens, claims and interests. All
liens on the Vessels will attach, without the need for further
action by any party, to the proceeds of the Pending Sales to the
same extent, priority and validity as existed on the Petition
Date.
To the extent that the Sale Documents have not been provided to
Rockland Trust Co. ("RTC") as of the entry of the Order, such Sale
Documents will be: (i) provided by the Debtors to RTC as soon as
practicable after the entry of the Order and at least three
business days prior to closing on any related Pending Sate; and
(ii) in form and substance reasonably acceptable to each of RTC and
the Debtors.
The Debtors will hold the proceeds of the sales in escrow pending
further order of the Court.
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.
CF INDUSTRIES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2017, the lowered local
currency and foreign currency senior unsecured ratings on debt
issued by CF Industries Holdings Inc to BB+ from BBB-.
CF Industries Holdings, Inc. manufactures and distributes nitrogen
fertilizer, and other nitrogen products. The Company's nitrogen
fertilizer products are ammonia, granular urea, urea ammonium
nitrate solution (UAN) and ammonium nitrate (AN).
CHESAPEAKE ENERGY: Egan-Jones Raises Sr. Unsec Ratings to CC
------------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2017, raised the local
currency and foreign currency senior unsecured ratings on debt
issued by Chesapeake Energy Corp to CC from C.
Chesapeake Energy Corporation is a petroleum and natural gas
exploration and production company headquartered in Oklahoma City,
Oklahoma.
CHICAGO CENTRAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Chicago Central, LLC (Lead Case) 17-13704
14504 Hertz Quail Springs Pkwy
Oklahoma City, OK 73134
CC Ops-Springfield, LLC 17-13705
CC Ops-Midwest City, LLC 17-13706
CC Ops-I240, LLC 17-13707
CC Ops-Edmond, LLC 17-13708
Type of Business: Restaurants and Other Eating Places
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 7225
Chapter 11 Petition Date: September 15, 2017
Court: United States Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Judge: Hon. Sarah A. Hall
Debtors' Counsel: Mark A. Craige, Esq.
CROWE & DUNLEVY
500 Kennedy Building
321 S. Boston
Tulsa, OK 74103
Tel: (918) 592-9878
Fax: (918) 599-6318
E-mail: mark.craige@crowedunlevy.com
- and -
Lysbeth L George, Esq.
CROWE & DUNLEVY
Braniff Building
324 North Robinson Avenue, Suite 100
Oklahoma City, OK 73102
Tel: (405) 234-3245
Fax: 405-272-5203
E-mail: lysbeth.george@crowedunlevy.com
- and -
Michael R Pacewicz, Esq.
CROWE & DUNLEVY
500 Kennedy Building
321 South Boston Avenue
Tulsa, OK 74103
Tel: (918) 592-9800
Fax: (918) 592-9801
E-mail: michael.pacewicz@crowedunlevy.com
Debtors'
Financial
Advisor: DAVID R. PAYNE & ASSOCIATES
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by William C. Liedtke, III, manager.
A full-text copy of Chicago Central's petition and list of 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/okwb17-13704.pdf
Pending bankruptcy cases filed by affiliates:
Debtor Petition Date Case No.
------ ------------- --------
Eateries, Inc. 4/18/17 17-11444
GRP of Zanesville, LLC 4/18/17 17-11445
COATES INTERNATIONAL: Issues $75,000 Promissory Notes to Adar Bays
------------------------------------------------------------------
Coates International, Ltd., entered into a securities purchase
agreement and three back-end collateralized, convertible promissory
notes, each, in the face amount of $25,000 issued to Adar Abays,
LLC, an independent third party accredited investor.
The Promissory Notes mature in September 2018 and provide for
interest at the rate of 10% percent per annum. The Holder is not
expected to fund the Notes until 180 days after the issuance date
of the Notes, provided the Company determines that it requires the
additional working capital at that time. Legal fees of $2,000 will
be deducted from the amount funded to the Company for each Note.
Upon funding, a Note may be converted into unregistered shares of
the Company's common stock, par value $0.0001 per share, at the
Conversion Price, as defined, in whole, or in part, at any time, at
the option of the Holder. All outstanding principal and unpaid
accrued interest is due at maturity, if not converted prior
thereto. The Company is not permitted to prepay the Notes.
The Conversion Price will be equal to 62% multiplied by the Market
Price, as defined. The Market Price will be equal to the lowest
trading price of the Company's common stock on the OTC Pink during
the 25 trading-day period ending one trading day prior to the date
of conversion by the Holder. The Holder anticipates that upon any
conversion, the shares of stock it receives from the Company will
be freely tradable in reliance on an exemption from registration
under Rule 144 of the U.S. Securities and Exchange Commission.
The convertible promissory notes were privately offered and sold to
the Holder in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws
which the Registrant believes are available to cover this
transaction based on representations, warranties, agreements,
acknowledgements and understandings provided to the Registrant by
the Holder.
About Coates
Based in Wall Township, N.J., Coates International, Ltd. (OTC BB:
COTE) -- http://www.coatesengine.com/-- was incorporated on Aug.
31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines. This technology was
developed over a period of 15 years by Mr. George J. Coates, who is
the President and Chairman of the Board of the Company. The Coates
Spherical Rotary Valve System (CSRV) represents a revolutionary
departure from the conventional poppet valve. It changes the means
of delivering the air and fuel mixture to the firing chamber of an
internal combustion engine and of expelling the exhaust produced
when the mixture ignites.
Coates reported a net loss of $8.35 million on $29,200 of total
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $10.20 million on $94,200 of total revenues for the year ended
Dec. 31, 2015.
As of June 30, 2017, Coates had $2.30 million in total assets,
$7.86 million in total liabilities and a total stockholders'
deficiency of $5.55 million.
MSPC, in Cranford, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
COMBIMATRIX CORP: Invitae Commences Common Stock Exchange Offer
---------------------------------------------------------------
Invitae Corporation filed with the Securities and Exchange
Commission a tender offer statement on Schedule TO relating to the
offer by Invitae to exchange each outstanding Series F warrant to
acquire shares of common stock of CombiMatrix Corporation for
shares of common stock, par value $0.0001 per share, of Invitae.
Invitae has filed with the SEC a registration statement on Form S-4
dated Sept. 13, 2017, relating to the Exchange Offer.
Pursuant to the Exchange Offer, each CombiMatrix Series F Warrant
validly tendered and not withdrawn in the Exchange Offer will be
exchanged for a number of shares of Invitae Common Stock equal to
0.3056, which was calculated as the quotient (rounded to the
nearest ten-thousandth) obtained by dividing $2.90 by the average
closing price of $9.491 for shares of Invitae common stock on the
NYSE for the immediately preceding period of 30 trading days prior
to July 31, 2017, the date of the Agreement and Plan of Merger and
Reorganization by and among Invitae, Coronado Merger Sub, Inc. and
CombiMatrix.
CombiMatrix previously entered into a definitive merger agreement
with Invitae to be acquired in an all-stock merger for
approximately $33 million of combined consideration, based on a
fixed price per share of Invitae's common stock of $9.49 and
subject to certain adjustments. The merger had been approved by
each company's board of directors and is conditioned upon, among
other things, approval by CombiMatrix's stockholders, Invitae's
registration of common stock to be used to acquire CombiMatrix, and
at least 90% participation in a warrant exchange offer.
About CombiMatrix Corporation
CombiMatrix Corporation -- http://www.CombiMatrix.com/-- molecular
diagnostic solutions and comprehensive clinical support to foster
the highest quality in patient care. CombiMatrix specializes in
pre-implantation genetic diagnostics and screening, prenatal
diagnosis, miscarriage analysis and pediatric developmental
disorders, offering DNA-based testing for the detection of genetic
abnormalities beyond what can be identified through traditional
methodologies. The Company's testing focuses on advanced
technologies, including single nucleotide polymorphism chromosomal
microarray analysis, next generation sequencing, fluorescent in
situ hybridization and high resolution karyotyping.
Combimatrix has a history of incurring net losses and net operating
cash flow deficits. The Company is also deploying new technologies
and continue to develop new and improve existing commercial
diagnostic testing services and related technologies. As a result,
these conditions raised substantial doubt regarding its ability to
continue as a going concern beyond 2017, according to the Company's
annual report for the year ended Dec. 31, 2016. However, as of
Dec. 31, 2016, the Company had cash, cash equivalents and
short-term investments of $3.7 million. Also, the combination of
continued revenue and cash reimbursement growth as the Company has
seen over the past several quarters, coupled with improved gross
margins and cost containment of expenses leads management to
believe that it is probable that the Company's cash resources will
be sufficient to meet its cash requirements through and beyond the
fourth quarter of 2017, where the Company anticipates to achieve
cash flow break-even status. If necessary, management also
believes that it is probable that external sources of debt and/or
equity financing could be obtained based on management's history of
being able to raise capital coupled with current favorable market
conditions. As a result of both management's plans and current
favorable trends in improving cash flow, the Company believes the
initial conditions which raised substantial doubt regarding its
ability to continue as a going concern have been alleviated.
CombiMatrix reported a net loss attributable to common stockholders
of $5.78 million for the year ended Dec. 31, 2016, a net loss
attributable to common stockholders of $7.65 million for the year
ended Dec. 31, 2015, and a net loss attributable to common
stockholders of $8.70 million for the year ended Dec. 31, 2014.
As of June 30, 2017, Combimatrix had $8.11 million in total assets,
$2.16 million in total liabilities and $5.95 million in total
stockholders' equity.
CONNEAUT LAKE VOLUNTEER: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Conneaut Lake Volunteer Fire
Department as of Sept. 14, according to a court docket.
About Conneaut Lake
Volunteer Fire Department
The Conneaut Lake Volunteer Fire Department of Conneaut Lake
Borough and Sadsbury Township provides fire protection services in
the borough of Conneaut Lake and the southern and eastern portions
of neighboring Sadsbury Township.
The Conneaut Lake Volunteer Fire Department filed a Chapter 11
petition (Bankr. W.D. Pa. Case No. 17-10818) on Aug. 8, 2017. The
petition was signed by Timothy Latta, president. The Debtor
estimated assets and liabilities to be between $1 million and $10
million.
The case is assigned to Judge Thomas P. Agresti.
The Debtor is represented by Daniel P. Foster, Esq., at Foster Law
Offices, LLC.
It previously sought bankruptcy protection (Bankr. W.D. Pa. Case
No. 16-10019) on Jan. 12, 2016.
CORNERSTONE APPAREL: Agrees with Committee on Shorter Exclusivity
-----------------------------------------------------------------
Cornerstone Apparel, Inc., which does business as Papaya Clothing,
informed the Bankruptcy Court in Los Angeles, California, that a
deal has been reached with the Official Committee of Unsecured
Creditors regarding the Committee's opposition to the Debtor's
request to extend its exclusivity periods to file and solicit
acceptances of a Chapter 11 plan.
In its request, the Debtor seeks a 90-day extension of the plan
filing and acceptance solicitation exclusivity deadlines.
Cornerstone and the Committee agree that the Debtor will instead
seek a 60-day extension -- that is, December 12, 2017 for the plan
filing period, and February 10, 2018, for the solicitation period.
The Committee has advised that it will not agree to any additional
requests to extend the Exclusivity Deadlines to the extent the
Debtor seeks such relief in a future motion.
The Committee has also agreed to a 90-day extension of the Debtor's
deadline to assume or reject nonresidential real property leases.
In objecting to the extension request, the Committee advised the
Court it has serious concerns about the lack of meaningful progress
of this chapter 11 case.
"To date, the Debtor has withheld from the Committee information
concerning the Debtor's exit strategy despite numerous requests
from the Committee. The Debtor has not explained whether its plan
will be driven by the Debtor's revenue stream or whether there will
be an infusion of cash or capital in the form of new value from its
principals or loan proceeds. Will the plan involve other forms of
external financing? How will the creditors be paid? Will this be a
pot plan or will creditors be paid overtime?," the Committee said
in court papers filed Sept. 5.
"Instead of providing answers to these fundamental questions,
Debtor has chosen not to disclose its exit strategy citing the fact
that landlord negotiations have not concluded. However, the
Committee believes that the pending negotiations with its landlords
should not delay the formulation of an exit strategy in this case.
The Debtor should be able to provide the Committee with a chapter
11 plan in the event that it obtains the concessions it seeks from
its landlords or with an alternative plan in the event that
concessions are not obtained. The Debtor's failure to do so
warrants denial of the Motions," the Committee argued.
The Committee also pointed out that the Debtor has failed to
disclose in its schedules the true structure of its company and the
ownership of certain stores among the Debtor and its affiliates.
Without the information, the Committee cannot accurately analyze
the financial condition of the Debtor. In addition, the Debtor has
not explained the significant discrepancy between the financial
information Debtor provided to the Committee and the numbers that
Debtor gave to landlords relating to lease negotiations. Debtor
also failed to participate in two meetings last week that were
meant to reconcile the disparities in the financial information
disseminated by the Debtor.
The Committee said Province, its financial advisor, was not allowed
by the Debtor to participate in this meeting. At this time, Debtor
has also barred Province from obtaining access to the Debtor's
financial records.
The Committee also said the Debtor's poor performance at the
beginning of the back-to-school season calls into question the
future viability of the Debtor's business.
Tae Y. Yi, the President, Chief Financial Officer, Secretary, and
one of the three shareholders of Cornerstone Apparel, said in a
Sept. 12 court filing that the Debtor's evaluation and negotiation
of the lease terms for its retail stores are a necessary and
critical first step before the Debtor can be in a position to
formulate the terms of a feasible Plan and prepare accurate
projections in support of such a Plan.
Mr. Yi said the details of any feasible Plan in the Debtor's case
will hinge on the number of retail store locations which will
continue to be operated going forward since that will dictate,
among other things, (i) the amount of lease rejection damage claims
that will need to be accounted for in the plan of reorganization,
(ii) the amount of revenue anticipated to be generated from
operations going forward, (iii) the level of operating expenses
(e.g., rent, utilities, payroll, inventory purchases, etc.)
anticipated to be incurred in connection with operations going
forward, and (iv) the profit estimated to be generated from
operations going forward and the amount ultimately available to
make distributions to creditors under the plan of reorganization.
Mr. Yi added that, as a result of the Debtor's efforts during the
three-month period following the Petition Date, the Debtor has
successfully negotiated amendments of 21 of its remaining retail
store leases, has determined that it will be assuming the leases
for nine of its remaining retail stores without any amendment, and
has determined that it will be rejecting the leases for 21 of its
remaining retail store leases. This leaves the Debtor with a total
of 27 retail store leases, which require further evaluation and/or
negotiation.
Mr. Yi also noted that there has been no "stonewalling" of the
Committee and its professionals, and that the Debtor's management
has expended significant efforts to respond to numerous requests
for information from, and to inform and engage with, the Committee
and its professionals.
Mr. Yi also said Sierra Constellation has been hired as the
Debtor's proposed new financial advisor.
The Committee is represented by:
RICHARD S. LAUTER, III, Esq.
LEWIS BRISBOIS BISGAARD & SMITH LLP
550 West Adams Street, Suite 300
Chicago, IL 60661
Telephone: 312.345.1718
Facsimile: 312.345.1778
E-Mail: Richard.Lauter@lewisbrisbois.com
- and -
SCOTT LEE, Esq.
LOVEE D. SARENAS, Esq.
LEWIS BRISBOIS BISGAARD & SMITH LLP
633 West 5th Street, Suite 4000
Los Angeles, California 90071
Telephone: 213.250.1800
Facsimile: 213.250.7900
E-Mail: Scott.Lee@lewisbrisbois.com
E-Mail: Lovee.Sarenas@lewisbrisbois.com
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 LLP represents the Debtor as
bankruptcy counsel. The Debtor hired the Law Offices of Steven C.
Kim & Associates as its special counsel; and Rust Consulting/Omni
Bankruptcy, a division of Rust Consulting, Inc., as claims noticing
and balloting agent.
On July 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Lewis Brisbois Bisgaard
& Smith, LLP represents the committee as bankruptcy counsel. The
committee hired Province Inc. as its financial advisor.
CORNERSTONE APPAREL: Kelley Drye Replaced as Committee Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Cornerstone
Apparel, Inc. disclosed in a bankruptcy court filing that it
initially hired the law firm of Kelley Drye & Warren LLP as
counsel, but eventually decided to severe ties.
The Committee has asked the U.S. Bankruptcy Court for the Central
District of California to approve Kelley Drye's employment for the
period July 7 to 13.
The firm was initially selected by the committee to be its
bankruptcy counsel in connection with Cornerstone's Chapter 11
case. On July 13, the committee replaced the firm with Lewis
Brisbois Bisgaard & Smith LLP.
Immediately following its selection as counsel by the Committee,
Kelley Drye began providing services to the Committee, including
establishing the governing procedures related to the Committee,
conducting initial Committee calls, scheduling interviews with
potential financial advisors for the Committee, and addressing the
Debtor's first day pleadings, including the request to schedule a
claims bar date.
In light of the timing of the Committee's selection of Kelley Drye
as counsel, Kelley Drye did not have sufficient time to seek
retention before beginning to perform services for the Committee.
Kelley Drye notified Lewis Brisbois of its intention to seek court
approval of its retention for the period from July 7 through July
13, which Lewis Brisbois supported.
The Kelley Drye attorneys who provided services to the committee
and their hourly fees:
Eric Wilson $825
Robert LeHane $725
Jason Adams $715
Maeghan McLoughlin $575
T. Charlie Liu $425
Kelley Drye agreed to reduce its standard hourly rates by 10% and
its fees by an additional $5,000.
Eric Wilson, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Eric R. Wilson, Esq.
Kelley Drye & Warren LLP
101 Park Avenue
New York, NY 10078
Tel: (212) 808-7800
Fax: (212) 808-7897
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 LLP represents the Debtor as
bankruptcy counsel. The Debtor hired the Law Offices of Steven C.
Kim & Associates as its special counsel; and Rust Consulting/Omni
Bankruptcy, a division of Rust Consulting, Inc., as claims noticing
and balloting agent.
On July 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Lewis Brisbois Bisgaard
& Smith, LLP represents the committee as bankruptcy counsel. The
committee hired Province Inc. as its financial advisor.
CREEKSIDE VILLAGE: Plan, Disclosures Hearing Set for Oct. 20
------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia conditionally approved Creekside
Village Development Group, Inc.'s disclosure statement to accompany
its plan of reorganization filed on Sept. 5, 2017.
Oct. 6, 2017, is fixed as the last day for filing, on the ballot
form attached to the Application, written acceptances or rejections
of Debtor's Plan.
Oct. 6, 2017, is fixed as the last day for filing and serving
written objections to the Disclosure Statement or to confirmation
of the Plan.
A hearing will be held in in the U.S. Bankruptcy Court, Courtroom
1401, Richard B. Russell Federal Building and U.S. Courthouse, 75
Ted Turner Drive, SW, Atlanta, Georgia 30303 at 10:00 a.m. on the
20th day of October, 2017, (1) to consider any objections to the
Disclosure Statement, (2) to consider confirmation of the Plan and
(3) to determine the value of collateral and extent to which claims
are secured.
About Creekside Village Development Group
Founded in 2013, Creekside Village Development Group Inc. is a
small organization in the business services industry. Its
principal assets are located at 4840 Hanson Road, Smyrna, Georgia.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 17-59992) on June 5, 2017. Jason
Lewis, chief executive officer, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
CRYOPORT INC: Five Directors Elected by Stockholders
----------------------------------------------------
Cryoport, Inc. commenced its 2017 annual meeting of stockholders on
Sept. 12, 2017, at which the stockholders elected Richard Berman,
Robert Hariri, M.D., PhD., Ramkumar Mandalam, PhD., Jerrell W.
Shelton and Edward J. Zecchini to the Board of Directors to serve
until the Company's 2018 Annual Meeting of Stockholders and until
their successors are duly elected and qualified.
The stockholders also ratified the Audit Committee's selection of
KMJ Corbin & Company LLP as the Company's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2017,
and approved, on an advisory basis, the compensation of the named
executive officers.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) --
http://www.cryoport.com/-- provides comprehensive solutions for
frozen cold chain logistics, primarily in the life science
industries. Its solutions afford new and reliable alternatives to
currently existing products and services utilized for
bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
The Company's management recognizes that the Company will need to
obtain additional capital to fund its operations until sustained
profitable operations are achieved. Additional funding plans may
include obtaining additional capital through equity and/or debt
funding sources.
In its report on the consolidated financial statements of Cryoport
for the year ended Dec. 31, 2016, KMJ Corbin & Company LLP, in
Costa Mesa, California, issued a "going concern" opinion citing
that the Company has experienced recurring operating losses from
inception and has used substantial amounts of working capital in
its operations. Although the Company has cash and cash equivalents
of $4.5 million at Dec. 31, 2016, management has estimated that
cash on hand will only be sufficient to allow the Company to
continue its operations through the third quarter of calendar year
2017. These matters, the auditor said, raise substantial doubt
about the Company's ability to continue as a going concern.
Cryoport reported a net loss attributable to common stockholders of
$15.05 million on $5.88 million of revenues for the year ended
March 31, 2016. For the nine months ended Dec. 31, 2016, Cryoport
reported a net loss of $10.40 million.
As of June 30, 2017, Cryoport had $17.19 million in total assets,
$2.16 million in total liabilities and $15.02 million in total
stockholders' equity.
CUMULUS MEDIA: Director Quits to Transfer to Another Company
------------------------------------------------------------
David Tolley, a member of the board of directors of Cumulus Media
Inc., informed the Company on Sept. 7, 2017, that he was leaving
the Board to become the chief financial officer of a privately held
global broadband communications company, effective as of that date.
The Company wishes to thank Mr. Tolley for his invaluable
contributions during his years of dedicated service to the
Company.
In connection with his resignation, the Board has appointed Jill
Bright, a member of the Board, to the Audit Committee of the Board.
The Audit Committee continues to meet all requirements contained
in the Listing Rules of the NASDAQ Stock Market LLC.
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.
As of June 30, 2017, Cumulus Media had $2.40 billion in total
assets, $2.89 billion in total liabilities and a total
stockholders' deficit of $491.8 million.
* * *
In March 2017, S&P Global Ratings raised its corporate credit
rating on 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% to 60% discount to par.
In April 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.
DARIN BECK: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Darin Beck Properties, LTD
6027 University Ave., Ste 100
Cedar Falls, IA 50613
Type of Business: Darin Beck Properties, LTD is a privately-
held company that primarily operates a food
catering business.
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 0000
Chapter 11 Petition Date: September 15, 2017
Case No.: 17-01188
Court: United States Bankruptcy Court
Northern District of Iowa (Waterloo)
Debtor's Counsel: Joseph A. Peiffer, Esq.
PEIFFER LAW OFFICE, P.C.
PO Box 11425
Cedar Rapids, IA 52410
Tel: 319-363-1641
Fax: 319-200-2059
Email: joe@peifferlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Darin Beck, president.
A full-text copy of the petition and list of three unsecured
creditors is
available for free at http://bankrupt.com/misc/ianb17-01188.pdf
DAWSON INTERNATIONAL: Wants Plan Filing Deadline Moved to Nov. 27
-----------------------------------------------------------------
Dawson International Investments (Kinross) Inc. and certain of its
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to extend the exclusive period to file a Chapter 11
plan for each of the Debtors through and including Nov. 27, 2017,
and extend the exclusive period to solicit acceptances of a plan
for each of the Debtors through and including Jan. 27, 2018.
A hearing on the Debtors' request is set for Oct. 4, 2017, at 10:00
a.m. (prevailing Eastern Time). Objections to the Debtors' request
must be filed by Sept. 27, 2017.
Dawson says this will be its final request for extension of the
Exclusive Periods, as no more extensions are permitted under
Section 1121(d)(2)(A) and (B) of the U.S. Bankruptcy Code. As
reported by the Troubled Company Reporter on June 22, 2017, the
Court extended, at the behest of the Debtors, the exclusive periods
through and including Sept. 20 and Nov. 21, respectively.
The Debtors tell the Court that they have been making meaningful
progress in addressing multiple issues in conjunction with
formulating a viable Chapter 11 plan including, without limitation,
complex issues regarding the termination of a pension plan, and
discussions with government agencies over addressing potential
environmental claims that might exist against one or more of the
estates. The Debtors are working to resolve these questions as
quickly and efficiently as possible.
The Court authorized the Debtors on Aug. 31, 2016, to, in their
discretion, investigate and initiate a standard termination of the
pension plan; the Debtors continue to review issues pertaining to
the termination of the pension plan.
The Debtors say their requested extension of the Exclusive Filing
Period will allow the Debtors to continue to build upon the
progress made in the cases up to this point, in order to propose an
effective plan. No creditor has indicated to the Debtors that it
wishes to file a competing plan, and any competing plans at this
stage of the Debtors' efforts would be a distraction and inject
undue uncertainty and expense into these Chapter 11 cases.
The Debtors face complex issues involving the termination of a
pension plan and the determination of potential environmental and
tax liabilities. An extension of the Exclusive Periods will allow
the Debtors time to formulate a viable plan.
The Debtors have made progress under Chapter 11, including timely
filing their schedules and statements of financial affairs, setting
prompt bar dates and providing notice thereof to known and
potential parties in interest, and investigating issues regarding
the pension plan, the liabilities thereunder and the termination
thereof. The Debtors are also working and communicating with state
and federal agencies in regard to pension and environmental claim
issues in an attempt to determine whether a consensus can be
reached.
The Debtors assure the Court that they are not seeking the
extension of the Exclusive Periods as a negotiation tactic, to
artificially delay the conclusion of these Chapter 11 cases, or to
hold creditors hostage to an unsatisfactory plan proposal. To the
contrary, the Debtors say the request is intended to maintain a
framework conducive to an orderly, efficient, and cost-effective
confirmation process and to enable them to propose and confirm a
plan without the distractions and costs attendant to competing
plans.
About Dawson International
Investments (Kinross) Inc.
Dawson International is in the cashmere business. It comprises two
trading divisions, based in the UK and the USA. The UK division
comprises the Barrie Knitwear business, based in Hawick Scotland.
It manufactures highest quality cashmere garments at its factory in
the Scottish borders and sells to some of the world's most
prestigious couture houses, department stores and private label
retail outlets.
Based in Natick, Massachusetts, Ilion Properties, Inc., Dawson
International Investments (Kinross) Inc., Dawson International
Properties, Inc., DCC USA Inc., and Dawson Luxury Garments LLC
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Case Nos. 16-11550 to 16-11554) on May 27, 2016. The Hon. James L.
Garrity Jr. presides over the cases.
Patrick L. Hayden, Esq., and Nathan S. Greenberg, Esq., at
McGuireWoods LLP, serve as counsel to the Debtors. Deloitte Tax
LLP has been tapped as tax service provider and Qualified Annuity
Services, Inc., as pension plan consultants to the Debtors.
Each of the Debtors estimated between $1 million to $10 million in
both assets and liabilities. The petitions were signed by David G.
Cooper, president and sole director.
The U.S. Trustee has been unable to appoint an official committee
of unsecured creditors in the Debtors' cases.
DELCATH SYSTEMS: Proposed Stock Split Fails to Get Required Votes
-----------------------------------------------------------------
Delcath Systems, Inc., completed on Sept. 7, 2017, its consent
solicitation in lieu of a special meeting of shareholders.
The proposal to approve an amendment to the Company's amended and
restated certificate of incorporation to effect a reverse stock
split of the Company's common stock, such split to combine a whole
number of outstanding shares of the Company's common stock in a
range of not less than twenty shares and not more than five hundred
shares, in the discretion of the Board, and to grant authorization
to the Board to determine, in its sole discretion, whether to
implement the reverse stock split, as well as its specific timing,
was not approved. The proposal received fewer votes in favor than
the required majority of the total number of outstanding shares as
of the record date required by Delaware law.
About Delcath Systems
Delcath Systems, Inc., is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's investigational product -- Melphalan Hydrochloride
for Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects. The Company has commenced a global Phase 3 FOCUS
clinical trial for Patients with Hepatic Dominant Ocular Melanoma
(OM) and a global Phase 2 clinical trial in Europe and the U.S. to
investigate the Melphalan/HDS system for the treatment of primary
liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC).
Melphalan/HDS has not been approved by the U.S. Food & Drug
Administration (FDA) for sale in the U.S. In Europe, its system
has been commercially available since 2012 under the trade name
Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT),
where it has been used at major medical centers to treat a wide
range of cancers of the liver.
The Company has incurred losses since inception. The Company
anticipates incurring additional losses until such time, if ever,
that it can generate significant sales. As a result of issuing
$35.0 million in senior secured convertible notes in June 2016 and
assuming the Company is able to effect a reverse stock split as
proposed in its recent consent solicitation statement filed with
the SEC on July 26, 2017, management believes that its capital
resources are adequate to fund operations through the end of 2017.
The Company stated in its quarterly report for the period ended
June 30, 2017, that to the extent additional capital is not
available when needed, the Company may be forced to abandon some or
all of its development and commercialization efforts, which would
have a material adverse effect on the prospects of the business.
Operations of the Company are subject to certain risks and
uncertainties, including, among others, uncertainties and risks
related to clinical research, product development; regulatory
approvals; technology; patents and proprietary rights;
comprehensive government regulations; limited commercial
manufacturing; marketing and sales experience; and dependence on
key personnel.
Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
Delcath Systems reported a net loss of $17.97 million on $1.99
million of product revenue for the year ended Dec. 31, 2016,
compared to a net loss of $14.70 million on $1.74 million of
product revenue for the year ended Dec. 31, 2015. As of June 30,
2017, Delcath Systems had $18.60 million in total assets, $17.73
million in total liabilities and $867,000 in total stockholders'
equity.
DEXTERA SURGICAL: Has 47.8M Outstanding Common Stock as of Sept. 7
------------------------------------------------------------------
The outstanding capital stock of Dextera Surgical Inc. as of the
close of business on Sept. 7, 2017, was as follows:
Shares of Common Stock: 47,782,144
Shares of Series B Convertible Preferred Stock: 273
From May 16, 2017, through Sept. 7, 2017, Dextera Surgical has
issued 8,243,137 shares of its Common Stock upon exercise of
warrants sold in Dextera Surgical's May 2017 public offering for
total proceeds from these warrant exercises of $2,225,646.
About Dextera Surgical
Dextera Surgical (Nasdaq:DXTR) designs and manufactures proprietary
stapling devices for minimally invasive surgical procedures.
Dextera Surgical also markets automated anastomosis devices for
coronary artery bypass graft (CABG) surgery on the market today:
the C-Port Distal Anastomosis Systems and PAS-Port Proximal
Anastomosis System. These products are sold by Dextera Surgical
under the Cardica brand name.
Dextera reported a net loss of $15.98 million for the fiscal year
ended June 30, 2016, following a net loss of $19.18 million for the
year ended June 30, 2015. As of March 31, 2017, Dextera had $5.79
million in total assets, $9.64 million in total liabilities and a
total stockholders' deficit of $3.85 million.
BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
DIGICERT PARENT: Upsized Term Loan No Impact on Fitch BB- IDR
-------------------------------------------------------------
DigiCert's upsized $1.35 billion first lien secured term loan and
$500 million second lien secured term loan will not affect the
company's current ratings, according to Fitch Ratings. The proceeds
will be used for the $950 million acquisition of Symantec's Website
Security Service (WSS) that was announced on Aug. 2, 2017,
repayment of DigiCert's existing $325 million debt, and repayment
of outstanding Series A common stock. The Rating Outlook is Stable.
DigiCert's ratings are supported by the resilience and the
predictability of its revenue structure because of the continuing
demand for trusted communications over the internet. With the
acquisition of Symantec's WSS unit, DigiCert is poised to solidify
a strong market position in the segment that is illustrated through
the company's operating profile. The merger would also enable
DigiCert to increase its operating efficiency by streamlining the
operations in the combined entity. However, Fitch expects the pace
of deleveraging would be slow as DigiCert's private equity
ownership seeks to optimize capital structure for maximum equity
returns given the predictable profitability of the business.
DigiCert Holdings, Inc. is a CA that enables trusted communications
between website servers and terminal devices such as browsers and
smartphones. A CA verifies and authenticates the validity of
websites and their hosting entities, and facilitates the encryption
of data on the internet. CA services are typically 100%
subscription based, and generally recurring in nature. The merger
of DigiCert and Symantec's WSS combines DigiCert's technology
platform with Symantec's large customer base. The CA industry is
relatively concentrated with few major competitors including
DigiCert, Symantec, Comodo, Entrust, GoDaddy, and GlobalSign. Post
the merger, Fitch expects DigiCert to have a leading position in
the segment by revenue.
KEY RATING DRIVERS
Merged Entity Has Strong Position In Niche Internet Segment: Fitch
expects the merged DigiCert and Symantec's website security service
to have a leading position in the Certificate Authorities (CA)
industry, and an even stronger position in the core Extended
Validation (EV) and Organizational Validation (OV) segments. The
industry is expected to grow in the high single digits in the near
term, with EV and OV growing at near 10%, and Domain Validation
(DV) declining.
Limited Technology Obsolescent Risks: With increasing information
being exchanged over the internet, the need to ensure data security
will continue to rise. SSL security provides an important layer of
security by verifying and authenticating websites being accessed,
and encrypting data being transported over the internet. Fitch
believes SSL technology will be continuously enhanced by building
on the existing foundations to ensure full backward compatibility
rather than being replaced by new disruptive technologies; this
tends to favor incumbents such as DigiCert.
SSL Technology Benefits From New Access Platforms: While access to
internet data has evolved from browsers to mobile applications, and
increasingly to IoT, SSL technology provides the versatility to
secure data across various access platforms. Fitch expects SSL
technology to continue to grow along with new access platforms and
devices.
Long Browser Lifecycle Results In High Entry Barrier: CAs need to
be embedded into various available browsers which could result in
new CA's being incompatible with outdated browsers as it could take
5-10 years for older browsers to be eliminated from the market.
Without full compatibility with all existing browsers, the value of
certificates issued by new CA's diminish limiting acceptance by
websites that subscribe to CA service. Fitch believes the inability
to be fully compatible is an effective entry barrier.
Highly Recurring Revenue And Strong Profitability: Consistent with
historical revenue trends from the pre-merger entities, the
resulting DigiCert revenue is expected to be 100% subscription
based with 100% net retention rate. This results in a highly
predictable operating profile for the company. Given the
concentrated industry structure and high entry barriers, Fitch
expects DigiCert to sustain strong profitability. Fitch estimates
after completion of integration after 2018, DigiCert will sustain
EBITDA margin of 55% to 60% through Fitch forecasts period, and
free cash flow (FCF) margin of approximately 30%.
Private Equity Ownership Could Limit Deleveraging: At the
completion of the acquisition, private equity firm Thoma Bravo
would have 50% ownership of DigiCert. While Fitch believes
significant synergy is achievable, private equity ownership is
likely to result in some level of leverage on an ongoing basis to
optimize return on equity. In the near term, Fitch anticipates
DigiCert to focus on integration of Symantec in the next 12 months;
Fitch expects the company to gradually de-lever primarily through
EBITDA growth.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
-- Fitch's expectation of forward total leverage sustaining below
4.5x;
-- FCF margin sustaining above 30%;
-- Revenue growth in high single-digits, implying market share
gain through strong market position.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
-- Fitch's expectation of forward total leverage sustaining above
5.5x;
-- Sustained negative revenue growth;
-- FCF margin sustaining below 20%.
FULL LIST OF CURRENT RATINGS
Fitch currently rates DigiCert:
DigiCert Parent, Inc.
-- Long-term Issuer Default Rating 'BB-'; Outlook Stable.
DigiCert Holdings, Inc.
-- Long-term Issuer Default Rating 'BB-'; Outlook Stable;
-- $90 million Secured Revolving Credit Facility 'BB+/RR1';
-- $1.35 billion 1st lien secured term loan 'BB+/RR1';
-- $500 million 2nd lien secured term loan 'BB-/RR4'.
DUNDEE ENERGY: Commences Sale Solicitation Process for Assets
-------------------------------------------------------------
Dundee Energy Limited on Sept. 14, 2017, disclosed that it has
commenced a sale solicitation process for the sale of its oil and
gas assets in Ontario which are managed by Dundee Energy Limited
Partnership ("DELP" or the "Company") (a wholly owned entity of the
Corporation).
On August 16, 2017, with the authorization and approval of its
board of directors (the "Board"), the Company commenced insolvency
proceedings by filing a Notice of Intention to Make a Proposal
("NOI") pursuant to the provisions of the Bankruptcy and Insolvency
Act (Canada) ("BIA"). FTI Consulting Canada Inc. has been
appointed as the trustee under the NOI (the "Proposal Trustee").
The principal purpose of the NOI filing is to create a stabilized
environment for the Company and the Proposal Trustee to run a
court-supervised sale solicitation process ("SSP") with the goal of
identifying one or more parties interested in submitting proposals
to purchase some or all of the business, properties and/or assets
of the Company (collectively the "Business") and to implement one
or a combination of those proposals to purchase some or all of the
Business.
The decision to file the NOI was made by the Board in response to
the notice received on July 21, 2017 from the lenders under the
amended and restated credit agreement dated July 31, 2012, as
amended (the "Credit Agreement"), demanding repayment in full of
the outstanding principal amount under the Credit Agreement
(including all accrued and unpaid interest and expenses payable
under the Credit Agreement). The lenders under the Credit
Agreement have entered into a forbearance agreement and are
supporting DELP in the reorganization proceedings.
The Company obtained an order from the Ontario Superior Court of
Justice (the "Court") approving the terms of the SSP. The
Company's objective is to complete the SSP by the first half of
December 2017.
Court materials and other information about the proposal
proceedings will be available on the Proposal Trustee's website at
http://cfcanada.fticonsulting.com/Dundee/.
There can be no assurance that the Company will be successful in
its efforts under the SSP or that the Court will approve the SSP or
any competing bid that may emerge from the SSP.
About Dundee Energy Limited
Dundee Energy Limited (TSX: DEN) is a Canadian-based oil and
natural gas company with a mandate to create long-term value for
its shareholders through the exploration, development, production
and marketing of oil and natural gas, and through other high impact
energy projects. Dundee Energy holds interests, both directly and
indirectly, in the largest accumulation of producing oil and gas
assets in Ontario and, through a preferred share investment, in
certain exploration and evaluation programs for oil and natural gas
offshore Tunisia.
EASTGATE PROFESSIONAL: Taps Goering & Goering as Legal Counsel
--------------------------------------------------------------
Eastgate Professional Office Park, Ltd. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Ohio to hire
legal counsel in connection with its Chapter 11 case.
The Debtor proposes to employ Goering & Goering LLC to, among other
things, negotiate with creditors and assist in the preparation of a
plan of reorganization.
The attorneys who will be handling the case and their standard
hourly rates are:
Eric Goering $350
Robert Alfred Goering $350
T. Martin Jennings $300
Robert Goering $500
The firm received a retainer of $23,983, plus $1,717 for the filing
fee. It also received $17,300 as payment for its pre-bankruptcy
services.
Eric Goering, Esq., disclosed in a court filing that his firm does
not hold any interest adverse to the Debtor and its estate.
The firm can be reached through:
Eric W. Goering, Esq.
Robert A. Goering, Esq.
Robert A. Goering, Esq.
T. Martin Jennings, Esq.
Goering & Goering LLC
220 West Third Street
Cincinnati, OH 45202
Phone: (513) 621-0912
About Eastgate Professional Office Park
Established in 1996, Eastgate Professional Office Park Ltd. is a
privately-held company that operates nonresidential buildings. It
owns real properties located at 4360, 4355, 4357, 4358 Ferguson
Drive Cincinnati, Ohio, valued at $8.61 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ohio Case No. 17-13307) on September 12, 2017.
Gregory K. Crowell, manager, signed the petition.
At the time of the filing, the Debtor disclosed $8.64 million in
assets and $9.31 million in liabilities.
Judge Jeffery P. Hopkins presides over the case.
EMERALD GRANDE: Unsecureds to be Paid in Full in 10 Years
---------------------------------------------------------
Emerald Grande, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of West Virginia a disclosure statement to
accompany its proposed plan of reorganization.
Under the plan, Class 5 Allowed General Unsecured Claims will be
paid in full, in monthly deferred Cash payments without interest,
beginning on the later of the Effective Date (or as soon as
practicable thereafter), or on the 15th day of the month following
the date such General Unsecured Claim becomes an Allowed General
Unsecured Claim, and continuing on the 15th day of each month
thereafter, ending no later than 10 years after the first such
payment is made.
An initial main source of funding for distributions under the Plan
will be the income from the operations of the Summersville Hotel
and Elkview Hotel. The excess monthly Rent Income from the
Charleston Property after payment to First Bank on its loan will be
used to fund distributions under the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wvnb1-17-00021-208.pdf
About Emerald Grande
Emerald Grande, LLC, owns and operates two hotel properties, the La
Quinta Inn and Suites adjacent to the Elkview Crossings Shopping
Mall, in Elkview, West Virginia; and the La Quinta Inn and Suites
adjacent to the Merchants Walk Shopping Mall, in Summersville, West
Virginia. It also owns a real estate development in Charleston
(Kanawha City), West Virginia.
Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case
No. 17-00021) on Jan. 11, 2017. The petition was signed by William
A. Abruzzino, managing member. The case is assigned to Judge
Patrick M. Flatley.
The Debtor estimated assets and liabilities at $10 million to $50
million at the time of the filing. The Debtor is represented by
Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC. The Debtor
employs Woomer, Nistendirk & Associates PLLC as accountant; and
Realcorp, LLC as broker, with Jon Cavendish serving as the listing
agent, to market and sell its property in Kanawha County, West
Virginia.
No official committee of unsecured creditors has been appointed.
ENDEAVOR ENERGY: Moody's Hikes CFR to B2; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Endeavor Energy Resources,
L.P.'s Corporate Family Rating (CFR) to B2 from Caa1, Probability
of Default Rating (PDR) to B2-PD from Caa1-PD and the senior
unsecured notes rating to B3 from Caa2. The outlook is stable.
"Endeavor's upgrade is driven by Moody's expectations that the
company will execute its growth plan, increasing both production
and reserves. Endeavor has turned its production decline around
substantially over the past 3-4 quarters and has also moderately
improved its cost structure, said Sreedhar Kona, Moody's senior
analyst. Endeavor has good liquidity to pursue its growth plan even
in the current low commodity price environment, and has low
leverage.
Debt List:
Issuer: Endeavor Energy Resources, L.P.
Upgrades:
-- Corporate Family Rating, Upgraded to B2 from Caa1
-- Probability of Default Rating, Upgraded to B2-PD from Caa1-PD
-- Senior Unsecured Regular Bond/Debentures, Upgraded to B3
(LGD4) from Caa2 (LGD 4)
Outlook Actions:
-- Outlook, Stable
RATINGS RATIONALE
Endeavor's B2 CFR reflects its ability to maintain its improved
credit metrics while growing its production to almost 40,000 boe
per day by year-end 2017. The company will be able to pursue its
growth plan through 2018 without incurring additional debt, mainly
due to enhanced liquidity from the substantial assets sales in
2016. Endeavor's debt to average daily production ratio is expected
to be at or below $20,000 at year-end 2017 and will decline further
through 2018. Retained cash flow to debt ratio has steadily
increased over the past few quarters and will be above 30% at
year-end 2017. . The company's approximately 338,000 net acres in
the Midland Basin are mostly held by production and are being
steadily de-risked by the drilling activities of Endeavor and
multiple offset operators. . Endeavor's good liquidity, combined
with improved drilling cost structures, and its other development
arrangements such as Drill Fund and Farmout agreements, position
the company for increased production and higher reserves, without
worsening its credit metrics or liquidity significantly. Endeavor's
ratings are constrained by its commodity price exposure and its
Midland Basin concentration. Endeavor's weak historical Leveraged
Full Cycle Ratio (LFCR) which has had an impact on ratings, has
improved materially due to drilling efficiencies achieved through
the past year.
Moody's expects Endeavor to have good liquidity into mid-2018. The
company had approximately $300 million of balance sheet cash as of
June 30, 2017 and $390 million available under its $400 million
borrowing base revolving credit facility due 2019. Approximately
$130 million of additional asset sale proceeds are expected to be
received through the third quarter of 2017. The company will use
the balance sheet cash, cash flow from operations, and available
capacity under its credit facility to fund its $465 million capital
spending budget for 2017, $615 million of capital spending in 2018.
Moody's does not expect the company to draw from the revolver
significantly through 2018. The financial maintenance covenants
under Endeavor's revolving credit agreement include a 1.5x minimum
interest coverage ratio through June 30, 2018. The covenants also
include a 2.75x maximum secured funded debt/EBITDA ratio, a minimum
current ratio of 1.0x and a maximum net funded debt/EBITDA ratio of
5.0x, which will not be required to be met prior to March 31, 2018.
Moody's expects Endeavor will remain in compliance with the
covenants looking out to mid-2018.
The B3 ratings on Endeavor's senior unsecured notes ($500 million
of 7% notes due 2021 and $300 million of 8.125% notes due 2023)
reflect their subordination to the company's $400 million borrowing
base revolving credit facility due 2019. The revolver borrowings
have a priority claim to the company's assets. The size of the
secured claims relative to Endeavor's outstanding senior unsecured
notes results in the notes being rated one notch below the B2 CFR.
The stable outlook reflects Endeavor's good liquidity and the
potential to increase production and reserves without causing its
credit metrics to deteriorate.
Endeavor's ratings could be considered for an upgrade if the
company can continue to grow its production sequentially to above
50,000 boe per day, sustain retained cash flow to debt ratio above
30%, and the LFCR above 1.25x.
The ratings may be downgraded if Endeavor's production declines
significantly or the retained cash flow to debt ratio falls below
15%.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Endeavor is an independent exploration and production (E&P) company
with assets concentrated in the Permian Basin. The company holds a
core net acreage position of approximately 338,000 acres in the
Midland Basin. At December 31, 2016 Endeavor had 133.5 MMBoe of
proved reserves of which 84.5 MMBoe was proved developed. Founded
in 2000, Endeavor is privately-held by Autry Stephens and family.
ENERGY FUTURE: Sempra Support Agreement Alters Plan Obligations
---------------------------------------------------------------
Energy Future Holdings Corp, Energy Future Intermediate Holding
Company LLC, and the EFH/EFIH Debtors filed with the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement dated Sept. 11, 2017, for their first amended joint plan
of reorganization.
This latest filing states that August 15, 2017, the EFH/EFIH
Debtors received an alternative proposal from Sempra Energy that
largely preserved the structure of the transaction contemplated by
the BHE Merger Agreement and the NEE Merger Agreement and of the
existing "ring-fence" around Oncor Electric and its subsidiaries.
The Sempra Plan Support Agreement sets forth the obligations of the
EFH/EFIH Debtors and the EFH/EFIH Plan Supporters, including the
obligation to support and take steps to effectuate the consummation
of the transactions contemplated in the Merger Agreement and the
Plan.
On August 21, 2017, the EFH/EFIH Debtors and the EFH/EFIH Plan
Supporters entered into the Sempra Plan Support Agreement, which,
among other things, sets forth the commitments of the EFH/EFIH
Debtors and the EFH/EFIH Plan Supporters to support the Plan and
establishes milestones related to confirmation and consummation of
the Plan and the EFH Merger. Based on the circumstances, including
Elliott's opposition to the BHE Merger Agreement, the EFH/EFIH
Debtors' entry into the Sempra Plan Support Agreement was a
significant achievement as it ensured support for the Plan from the
EFH/EFIH Debtors' largest creditor and thereby eliminated potential
costly and uncertain litigation related to Confirmation.
Pursuant to the Sempra Plan Support Agreement, each of the EFH/EFIH
Debtors and the EFH/EFIH Plan Supporters committed to support the
Plan and take commercially reasonable steps necessary to obtain
approval of the PSA and Merger Approval Motion and all required
regulatory and/or third-party approvals, including, without
limitation, from the PUCT. Additionally, Supporting EFIH Unsecured
Creditors are required to, inter alia, (i) after receipt of the EFH
Disclosure Statement, as approved by the Bankruptcy Court, vote in
favor of the Plan and not opt out of the releases contained
therein, (ii) not make the Rollover Trust Investment Election, and
(iii) not object, delay, impede, or take any other action or any
inaction to interfere with the acceptance, implementation, and
consummation, or amendment of the Plan. In exchange, the EFH/EFIH
Debtors will request a finding in the EFH Confirmation Order
supporting the payment of the Supporting EFIH Unsecured Creditors'
fees and expenses up to $35 million as an allowed Administrative
Claim against EFIH under the Plan (which may reduce recoveries for
Holders of Allowed LBO Note Guaranty Claims and Allowed General
Unsecured Claims Against the EFIH Debtors). Failure to obtain this
relief or failure to obtain this relief on terms acceptable to the
Supporting EFIH Unsecured Creditors shall not affect the Supporting
EFIH Unsecured Creditors' obligations under the Sempra Plan Support
Agreement, and the Supporting EFIH Unsecured Creditors will
continue to be bound by the terms of the Sempra Plan Support
Agreement.
The Sempra Plan Support Agreement also provides that the EFH/EFIH
Plan Supporters may terminate their obligations under the Sempra
Plan Support Agreement in the event that, among other things, (a)
an order approving the PSA and Merger Approval Motion is not
entered on or before Sept. 30, 2017; (b) the EFH Disclosure
Statement Order is not entered by the Bankruptcy Court on or before
September 30, 2017; (c) an application for PUCT Approval (as
defined in the Merger Agreement) is not filed on or before 45 days
after execution of the Merger Agreement (October 5, 2017); or (d)
the EFH Confirmation Order is not entered on or before 30 days
after PUCT Approval. Moreover, the Sempra Plan Support Agreement
provides that the EFH/EFIH Debtors are not obligated to commence
the Confirmation Hearing until and unless the PUCT Approval is
obtained; provided, however, that if Consummation does not occur on
or before 240 days following execution of the Merger Agreement,
Sempra and the EFH/EFIH Debtors may terminate the Sempra Plan
Support Agreement subject to a 90- day extension to obtain certain
tax and regulatory approvals.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/deb14-10979-11889.pdf
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.
ERCC CONSTRUCTION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: ERCC Construction Company, LLC
3531 Town Center Blvd., Suite 101
Sugar Land, TX 77479
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 0000
Case No.: 17-35428
Chapter 11 Petition Date: September 16, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Jeff Bohm
Debtor's Counsel: Kevin M Madden, Esq.
LAW OFFICES OF KEVIN MICHAEL MADDEN, PLLC
5225 Katy Freeway, Ste 520
Houston, TX 77007
Tel: 281-888-9681
Fax: 832-538-0937
Email: kmm@kmaddenlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Aman Ali Jafar, managing member.
The Debtor did not file a list of 20 largest unsecured creditors on
the Petition Date.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb17-35428.pdf
ESPLANADE HL: May Use Cash Collateral Until Oct. 15
---------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois has granted Esplanade HL, LLC and its
affiliated debtors permission to use cash collateral of First
Midwest Bank until Oct. 15, 2017.
A hearing on the Debtors' request will be held on Oct. 12, 2017, at
10:30 a.m.
Debtor-affiliate Big Rock Ranch, LLC, has agreed to make monthly
payments of $1,828 to FMB, which payments will be due within seven
days of the first of each month.
In addition to all existing security interests and liens granted to
and held by FMB in and to the prepetition collateral, as further
adequate protection for the Debtors' use of the cash collateral on
the terms and conditions of the eleventh interim court order, but
only to secure an amount equal to the collateral diminution, the
Debtors grant to FMB: pursuant to Sections 361(2) and 363(e) of the
Code, automatically and retroactively effective as of the Petition
Date, valid, binding, and properly perfected postpetition security
interests and replacement liens on the prepetition collateral.
Until further court order, tenants of each of the Debtors'
respective properties shall pay rent as follows:
(a) Esplanade tenants will pay rents to Esplanade; and
(b) 9501 tenants will pay rents to 9501.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/ilnb16-33008-231.pdf
As reported by the Troubled Company Reporter on Aug. 28, 2017, the
Court entered a tenth interim order authorizing the Debtors to use
cash collateral until Sept. 10, 2017.
About Esplanade HL
Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC, each
filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct.
17, 2016. The cases are jointly administered under Case No.
16-33008. The petitions were signed by William Vander Velde III,
sole member and manager.
Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.
Judge Carol A. Doyle is the case judge.
The Debtors' attorneys are Harold D. Israel, Esq., and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP. A&G Realty
Partners, LLC, was engaged as the Debtors' real estate advisors.
EVERETT'S AUTOMOTIVE: Wants Plan Filing Extended Through Nov. 13
----------------------------------------------------------------
Everett's Automotive, LLC, filed a motion asking the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
the time for the Debtor to file its plan of reorganization and
disclosure statement to and including Nov. 13, 2017.
The Debtor asserts that the requested extension is necessary
because of the following:
(a) the need to propose a Plan which will retire tax obligations
within five years of the date of filing;
(b) the need to come to an agreement with Landlord regarding the
amount of the pre-petition default under the Lease Agreement and a
repayment schedule in order to assume the Lease Agreement;
(c) the need to come to an agreement with Midas regarding the
amount of the pre-petition default under the Franchise Agreement
and a repayment schedule in order to assume the Franchise
Agreement; and
(d) the need to propose a meaningful dividend to general
unsecured creditors after taking into account the payments required
to assume the Lease Agreement, the Franchise Agreement and continue
making monthly payments to Liberty Bank & Trust.
About Everett's Automotive
Everett's Automotive, LLC, d/b/a Midas Auto Service Experts, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-07795) on March
13, 2017. Andrea Brown, Member, signed the petition. The Debtor
is represented by Joel A. Schechter at the Law Offices of Joel A.
Schechter. At the time of filing, the Debtor listed less than
$50,000 in estimated assets and $500,000 to $1 million in estimated
liabilities.
F.I.G. DAUFUSKIE: Oct. 26 Disclosure Statement Hearing
------------------------------------------------------
Judge John E. Waites of the U.S. Bankruptcy Court for the District
of South Carolina will convene a hearing on Oct. 26, 2017, at 11:00
a.m. consider the approval of the disclosure statement filed by
Opportunity Fund I-SS on August 29, 2017.
Oct. 19, 2017, is set as the last day for filing and serving
written objections to the disclosure statement.
The Troubled Company Reporter previously reported that the Plan
will be funded initially by at least $15,000,000 in exit financing
obtained by Opportunity Fund I-SS. Shatar Capital Inc. has already
committed to provide $15,000,000 in new financing. Opportunity Fund
I-SS is also pursuing potential financing from other interested
lenders, all of whom provided term sheets for financing shortly
before this bankruptcy case was filed.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/scb17-01143-81.pdf
About F.I.G. Daufuskie 1, LLC
F.I.G. Daufuskie 1, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 17-01143) on March 7,
2017. The petition was signed by James T. Bramlette, managing
member.
At the time of the filing, the Debtor disclosed $27,000 in assets
and $34.81 million in liabilities.
The Debtor is represented by Nexsen Pruet, LLC.
No official committee of unsecured creditors has been appointed in
the case.
FARMHAND SUPPLY: Gets Court Approval of Plan to Exit Bankruptcy
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
approved the plan proposed by Farmhand Supply, LLC to exit Chapter
11 protection.
The court gave the thumbs-up to the restructuring plan after
finding that it satisfied the requirements for confirmation under
the Bankruptcy Code.
In the same filing, the court also gave approval to the disclosure
statement, which explains the plan.
Under the plan, general unsecured creditors will be paid 80% of
their allowed claims over eight years. These creditors will
receive annual payments starting on June 1, 2018. They will be
considered paid in full after all eight annual payments are made.
About Farmhand Supply LLC
Farmhand Supply, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mo. Case No. 16-10742) on Sept. 9, 2016, estimating
assets and liabilities of less than $50,000. J. Michael Payne,
Esq., at Limbaugh, Russell, Payne & Howard, serves as the Debtor's
bankruptcy counsel.
On January 6, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization.
FERGUSON, MO: Moody's Affirms Ba3 GOULT Debt Rating; Outlook Pos.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the City of Ferguson MO's
Ba3 GOULT rating and revised the outlook to positive from negative.
Concurrently, Moody's has affirmed the B1 rating on the Series 2013
certificates of participation and the B2 rating on the Series 2012
certificates of participation.
The Ba3 GO rating reflects the city's current financial position
after several years of rapidly declining reserves and uncertainty
for further operating declines. The rating further incorporates the
city's moderately sized tax base with a trend of declining assessed
valuation, below average resident wealth indices, above average yet
manageable debt burden and average pension burden compared to U.S.
cities.
The B1 rating on the Series 2013 COPs reflects the annual risk of
non-appropriation, the essential nature of the pledged asset, and
the credit factors reflected in the city's general obligation
rating. The B2 rating on the Series 2012 COPs reflects an
additional notch for the less essential nature of the pledged
asset, approximately 25 acres of park land with an office building
and aquatic center.
Rating Outlook
The positive outlook reflects the likelihood the city's materially
improved fiscal condition will continue over the next two years,
especially because new taxes implemented during fiscals 2016
through 2018 will lead to the greater likelihood of operating
surpluses and improving reserve levels.
Factors that Could Lead to an Upgrade
- Consistent return to structural balance
- Additional certainty and stability around the consent decree
costs
- Material decline of the debt burden
- Significant increase in the tax base
Factors that Could Lead to a Downgrade
- Any further financial deterioration beyond what the city
budgeted for fiscal 2018
- Substantial financial liability stemming from litigation or
consent decree
- Deterioration of local economic conditions that result in
further revenue declines
- Event of default on variable rate debt
Legal Security
The general obligation bonds are payable from taxes levied without
limitation as to rate or amount. The certificates of participation
are payable from any legally available sources, subject to annual
appropriation.
Use of Proceeds
N/A
Obligor Profile
The city is located within St. Louis County (Aaa stable),
approximately 13 miles northwest of downtown St. Louis (A3
negative).
Methodology
The principal methodology used in the general obligation rating was
US Local Government General Obligation Debt published in December
2016. The principal methodology used in the lease backed rating was
Lease, Appropriation, Moral Obligation and Comparable Debt of US
State and Local Governments published in July 2016.
FIRST CAPITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: First Capital Retail, LLC
2355 Gold Meadow Way, Suite 160
Rancho Cordova, CA 95670
Type of Business: Management of Companies and Enterprises
NAICS: (North American
Industry Classification System)
4-Digit Code that Best
Describes Debtor: 5511
Case No.: 17-26125
Chapter 11 Petition Date: September 14, 2017
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Hon. Michael S. McManus
Debtor's Counsel: Gabriel E. Liberman, Esq.
LAW OFFICES OF GABRIEL LIBERMAN, APC
2033 Howe Ave #140
Sacramento, CA 95825
Tel: 916-485-1111
Email: attorney@4851111.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Rameshwar Prasad, managing member.
A full-text copy of the petition containing, among other items,
a list of the Debtor's 20 largest unsecured creditors, is
available for free at http://bankrupt.com/misc/caeb17-26125.pdf
FLEMMING'S GRILL: Unsecureds to Get 5-25% in 24-60 Months
---------------------------------------------------------
Flemming's Grill Inc. filed with the U.S. Bankruptcy Court for the
District of Nevada a small business disclosure statement describing
its plan of reorganization, dated Sept. 7, 2017.
Under the plan, general unsecured creditors have been divided into
three classes:
-- Class 2 is the general unsecured claim of Wells Fargo Bank,
N.A. The Debtor is the co-obligor of the claim. This claim is
unimpaired.
-- Class 3 consists of the former employee non-priority wage and
hour claimants. Claims in this class will receive a distribution of
5% of the total claim of each member on a pro rata basis with
monthly payments of $478.28 to begin on the effective date of the
plan at no interest and continue for 24 months or until the
combined class claim amount of $11,478.65 is paid in full,
whichever comes first.
-- Class 4 consists of the general unsecured claims of critical
vendors. Claims in this class will receive a distribution of 25% of
the total claim of each member on a pro rata basis with monthly
payments of $309.64 to begin on the effective date of the plan at
no interest and continue for 60 months or until the combined class
amount of $18,578.62 paid in full, whichever comes first.
Payments and distributions under the Plan will be funded by the
continuing operations of the business. Since inception of the
bankruptcy case, the Debtor averages $237,071 in gross revenue per
month. In addition to income from the operation of debtor’s
business, the equity security interest holder will be contributing
new value by personally funding the distribution towards
professional fees.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nvb17-10358-64.pdf
About Flemming's Grill
Flemming's Grill Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 17-10358) on January 27,
2017. The petition was signed by Flemming Larsen, president of
operation.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $50,000.
FLEXERA SOFTWARE: Moody's Affirms B2 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Flexera Software LLC's B2
corporate family rating ("CFR"), B2-PD probability of default
rating, B1 first lien credit facilities and Caa1 second lien credit
facility, in connection with the proposed increase in the first
lien term loan for an acquisition. The rating outlook is stable.
The proceeds from the upsized first lien term loan will be used to
acquire BDNA Corp. ("BDNA") and pay related fees and expenses. The
revolver is expected to be undrawn at closing. Despite the increase
in leverage resulting from the proposed acquisition, the
affirmation of the B2 CFR reflects the strategic nature of the
acquisition as well as Moody's expectation for mid-single digit
free cash flow to debt.
RATINGS RATIONALE
The B2 Corporate Family Rating reflects Flexera's high pro-forma
leverage of about 7.2x (Moody's adjusted, excluding preferred
equity and cost synergies, or about 6.7x including some cost
synergies), as well as modest operating scale resulting from a
limited product portfolio focused on software license usage for
software producers and enterprise customers. The rating
incorporates Flexera's aggressive financial policy, as demonstrated
by their dividend recapitalization transaction in April 2014 and
recent debt financed acquisitions, which have resulted in balance
sheet debt well in excess of revenues. The aggressive financial
policy limits the company's financial flexibility in case of any
performance deterioration. Absent further acquisitions or
dividends, Moody's expects leverage on a debt to EBITDA basis to be
in the low 6x as cost synergies are fully realized in FYE 2018. The
rating derives support from the company's successful track record
of deleveraging and good revenue growth prospects. The company
delevered from a high of 6x at the September 2011 leveraged buyout
by Teachers Capital to approximately 4.3x prior to their April 2014
dividend recapitalization transaction that brought leverage to
about 6.6x. Positive ratings consideration is also given to the
company's large installed base of customers, leading position and
well regarded products in the segments where the company operates,
high levels of recurring revenues with high renewal rates and
modest capital expenditure requirements. The BDNA acquisition
provides Flexera with a portfolio of products that increase its
total addressable market with a data platform that powers the
software supply chain, and also enhances Flexera's existing SLO and
SVM solutions. The company has built a leading position primarily
competing against internally developed systems of software
publishers and enterprise customers.
Moody's expects Flexera to maintain a good liquidity profile over
the next twelve months. Pro forma for the acquisition as of
June 30, 2017, the company's sources of liquidity consist of its
cash and cash equivalents of $26.5 million and a $25 million
undrawn revolving credit facility. Over the next 12 months Moody's
anticipates FCF to debt to be in the mid-single digits. Flexera
does not have meaningful sources of alternate liquidity as
substantially all assets of the company and its subsidiaries are
encumbered by the senior secured credit facilities. Flexera's
credit agreement has a springing total leverage covenant applicable
to the first lien revolver (when 20% utilized) only, set at 7.0x at
June 30, 2017 and stepping down to 6.75x on June 30, 2018 per the
credit agreement. Moody's anticipates Flexera will maintain
adequate cushion under this covenant over the next 12 months.
The stable outlook reflects Moody's expectation that Flexera's
leverage will improve to the low 6x (as cost synergies are fully
realized) by FYE 2018, absent additional debt financed dividends or
acquisitions.
Given Flexera's modest scale and aggressive financial policy, a
ratings upgrade is not anticipated in the intermediate term.
However, Moody's could upgrade Flexera's ratings if the company
demonstrates solid growth in earnings and pursues more conservative
financial policies. Specifically, Flexera's ratings could be
upgraded if the company sustains leverage on a debt to EBITDA basis
(Moody's adjusted) of less than 4x and FCF to debt in excess of
15%.
The ratings could be downgraded if revenue growth decelerates
materially and weak operating performance causes us to expect
Flexera's leverage on a debt to EBITDA basis (Moody's adjusted) to
be sustained over 6.5x, or FCF to remain below 5% of total debt for
an extended period of time. The ratings could also be downgraded if
Flexera's liquidity weakens or the credit profile deteriorates as a
result of large debt-financed acquisitions or any further
shareholder enhancement initiatives.
The following ratings were affirmed:
Issuer: Flexera Software LLC
Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
Senior secured first lien revolving credit facility -- B1 (LGD3)
Senior secured first lien term loan credit facility -- B1 (LGD3)
Senior secured second lien term loan credit facility -- Caa1 (to
LGD6 from LGD5)
Outlook -- Stable
The principal methodology used in these ratings was Software
Industry published in December 2015.
Headquartered in Itasca, IL, Flexera Software LLC provides
solutions that enable software publishers and enterprise customers
to install, monitor and manage application usage, optimize usage
and ensure compliance with software entitlements. The company
solutions include: i) Software License Optimization ("SLO"), ii)
Software Monetization ("SWM") for software publishers, iii)
Software Vulnerability Management ("SVM"), iv) Application
Readiness ("AR"), v) Installation ("IS") and vi) Software
Composition Analysis ("SCA"). Flexera, owned by Ontario Teacher's
Pension Plan (primarily), Thoma Bravo and management, had revenues
of about $300 million for pro forma LTM June 30, 2017.
FLY LEASING: Moody's Hikes CFR to Ba3; Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Fly Leasing Limited (Fly) to Ba3 from B1, the company's senior
unsecured debt rating to B1 from B2, and the secured debt rating of
Fly Funding II S.a.r.l. to Ba2 from Ba3. Moody's also revised the
outlook for the ratings to stable from positive.
Issuer: Fly Funding II S.a.r.l.
-- Senior Secured Bank Credit Facility, Upgraded to Ba2 Stable
from Ba3 Positive
-- Outlook, Changed To Stable From Positive
Issuer: Fly Leasing Limited
-- Corporate Family Rating, Upgraded to Ba3 Stable from B1
Positive
-- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 Stable
from B2 Positive
-- Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Moody's upgrade of Fly's ratings reflects improvement in the
company's aircraft fleet risks from selling older,
out-of-production aircraft and redeploying capital toward the
acquisition of newer models on long-term lease. In 2015 and 2016,
Fly sold a total of 71 aircraft with an average age of over 13
years and acquired 25 aircraft with an average age under three
years and higher average lease term. As a result, by June 2017
Fly's weighted average fleet age declined to 6.1 years from 8.0
years two years earlier and its average remaining lease term
improved to 6.8 years from 5.2 years. The company's fleet
transformation has reduced aircraft remarketing and residual risks,
leading to more predictable future profits.
The upgrade also reflects Moody's view that Fly's profitability
will likely continue to recover after having weakened from lower
rental income and non-cash impairment charges associated with the
company's credit-positive fleet repositioning strategy. Key to
increasing profitability will be growing the company's owned fleet
by acquiring aircraft on leases at accretive yields, while also
effectively managing operating costs. Fly has ample liquidity to
pursue new transactions, but margins in the sale-leaseback channel,
an important source of new business, have been weakened by strong
competition in recent years. The company has a $750 million growth
target for 2017, but fleet acquisitions have totaled just over $500
million in each of the past two years, in part reflecting
intensified competition. The firm is focused on acquiring newer,
widely-operated narrow-body aircraft and select wide-body models,
while maintaining overall wide-body exposure of not more than 25%
of fleet carrying value.
Fly's ratings also reflect its modest competitive positioning in
the commercial aircraft leasing business, which is aided by its
affiliation with external manager BBAM Limited Partnership, a
long-established mid-tier aircraft leasing and finance company.
Fly's ratings are constrained by airline lessee concentrations that
are higher than most rated peers as well as comparatively higher
leverage. Fly's net debt/tangible equity leverage ratio measured
3.9x at June 2017, higher than many rated peers and on the upper
end of the company's target range, reflecting in part significant
repurchases of shares over the past three years. Moody's expects
that the company has the capacity, and management the intent, to
moderate leverage over the intermediate term, but that leverage
will likely remain higher than peers, which is a rating
constraint.
Fly's liquidity profile benefits from its cash balances,
predictable cash flows, low purchase commitments, extended debt
maturity profile and access to the unsecured debt markets. But
secured debt continues to be the dominant form of funding,
resulting in high encumbered assets that constrain Fly's financial
flexibility.
Moody's could upgrade FLY's ratings if the company sustainably
reduces leverage (net debt/tangible net worth) to 3.5x, reduces its
ratio of secured debt to tangible managed assets to meaningfully
less than 50%, and improves profitability through fleet growth and
cost management while maintaining a reasonable fleet risk profile.
FLY's ratings could be downgraded if its net debt/tangible net
worth leverage shifts to higher than 4.5x or if its profitability
and liquidity positions weaken materially.
The principal methodology used in these ratings was Finance
Companies published in December 2016.
FRED'S INC: Egan-Jones Lowers Sr. Unsecured Ratings to B-
---------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2017, lowered the local
currency and foreign currency senior unsecured ratings on debt
issued by Fred's Inc to B- from B+. EJR also lowered the ratings on
commercial paper issued by the Company to B from A3.
Fred's, Inc. operates discount general merchandise stores in the
southeastern United States. The Company also markets goods and
services through Fred's Super Dollar Stores and Pharmacies and
Fred's Xpress Pharmacies.
FULLCIRCLE REGISTRY: Findley Resigns as Chairman and CEO
--------------------------------------------------------
Jon R. Findley resigned as chairman of the Board & chief executive
officer of FullCircle Registry, Inc., taking effect Sept. 3, 2017.
Mr. Findley is working closely with the Company to ensure a smooth
transition of his responsibilities to his successor, according to a
regulatory filing with the Securities and Exchange Commission.
Following Mr. Findley's departure, the Board of Directors appointed
Leigh Friedman as chairman and chief executive officer. Mr.
Friedman currently resides in Meridian, Idaho. Prior to 2011, Mr.
Friedman served as the general manager of the Georgetown 14 Cinemas
in Indianapolis. Mr. Friedman possesses a keen knowledge of the
Company's theater & the local demographics of our area. Mr.
Friedman also was the former owner & general manager of The Movie
Buff Theater, which he opened in Indianapolis in 2011. The theater
was later sold to Studio Movie Grill, after Mr. Friedman revived it
operationally. The Company believes Mr. Friedman's knowledge of
theater operations and marketing will be of great assistance to
FullCircle moving forward.
About FullCircle Registry
Shelbyville, Kentucky-based FullCircle Registry, Inc. --
http://www.fullcircleregistry.co/-- targets the acquisition of
small profitable businesses. FullCircle Registry is a holding
company with three subsidiaries: FullCircle Entertainment, Inc.,
FullCircle Insurance Agency, Inc., and FullCircle Prescription
Services, Inc. FullCircle's fully-owned subsidiary, FullCircle
Entertainment, Inc., operates the Georgetown 14 Cinemas movie
theater in Indianapolis, Indiana. The theater is currently
transitioning to a new "Dine-in-Cinema LITE" business model. New
food, recliner chairs and special events. Targeted completion is
June, 2017.
FullCircle Registry reported a net loss of $1.07 million on $1.08
million of revenues for the year ended Dec. 31, 2016, compared with
a net loss of $695,700 on $1.14 million of revenues for the year
ended Dec. 31, 2015.
As of June 30, 2017, FullCircle had $4.44 million in total assets,
$6.92 million in total liabilities and a total stockholders'
deficit of $2.48 million.
Somerset CPAs, P.C., issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern, the auditors noted.
GEK REALTY: Unsecureds to Recover 10% Under BHMPW Plan
------------------------------------------------------
Secured creditor BHMPW Funding LLC's filed with the U.S. Bankruptcy
Court for the Eastern District of New York a disclosure statement,
dated Aug. 29, 2017, to its plan of reorganization for GEK Realty
And Home Improvement LLC.
Class 4 General Unsecured Claims -- estimated at $598,905.27 -- is
impaired by the Plan. The amount of alleged general unsecured
claims, without factoring known insider claims is $582,529.72, and
the Secured Creditor intends to make distributions to holders of
Class 4 claims in the pro rata amount of not less than 10%. In
addition, the Secured Creditor intends to litigate all scheduled
claims upon which no proof of claim has been filed in the Court's
Claims Register that exceeds $10,000.
The Plan provides for the Plan Proponent, or its designated
nominee, to purchase the real property and improvements thereon
located at (i) 2750 Pearsall Avenue, Bronx, New York 10469 (Block
4525; Lot 20) and (ii) 403 Jefferson Avenue, Brooklyn, New York
11221 (Block 1830; Lot 48) from the Debtor in accordance with the
provisions of the U.S. Bankruptcy Code, pursuant to 11 U.S.C.
Section 363 and Federal Rule of Bankruptcy Procedure 6004(f), with
a foreclosing on the sale immediately following confirmation of the
Plan. The Plan Proponent's ability to purchase the properties will
be subject another party submitting a higher and better bid.
Bidding procedures for the sale will be set forth by separate
motion, describing marketing efforts and a bidding deadline of Aug.
30, 2017.
In the event that the Plan Proponent is the successful bidder at
the Sale, proceeds generated from the Sale, in addition to cash
being provided by the Plan Proponent, if any, will be utilized by
the Plan Proponent to fund distributions under the Plan to pay
allowed claims of creditors of the Debtor, with payments to
unsecured creditors receiving a pro-rata distribution of not less
than 10% and Secured Creditors receiving payment in full as guided
by agreement or by statute.
In the event that the Plan Proponent is the Successful Bidder, the
Plan Proponent, or its designated nominee, has agreed to purchase
the Property at the Sale by (i) satisfying and credit bidding their
amounts of its Secured Claim; and (ii) providing an additional cash
contribution in an amount of $75,000simultaneously with the closing
of the Sale. The cash contribution will be utilized to pay a pro
rata distribution to holders of allowed claims, and also to pay
Administrative Claims, fees due to the Office of the U.S. Trustee
and professional fees in full.
All proceeds received from the Sale of the Property and cash on
hand will be used to fund the Plan. The Secured Creditor's
authority to purchase the Property by credit bidding the amount of
its secured claim and cash is subject to approval of the Court,
which will be deemed granted upon entry of the confirmation court
order and the sale court order.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb17-40228-32.pdf
About GEK Realty and Home Improvement
GEK Realty and Home Improvement LLC, based in Saint Albans, N.Y.,
filed a Chapter 11 petition (Bankr. E.D. N.Y. Case No. 17-40228) on
Jan. 19, 2017. The Hon. Nancy Hershey Lord presides over the case.
Arlene Gordon-Oliver, Esq., serves as bankruptcy counsel.
In its petition, the Debtor estimates $1 million to $10 million in
both assets and liabilities. The petition was signed by Gregory
Carmichael, managing member.
GENERAL COMMUNICATION: Egan-Jones Cuts Sr. Unsec Ratings to B-
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2017, downgraded local
currency senior unsecured rating on debt issued by General
Communication Inc to B- from B.
General Communication Inc. is a telecommunications corporation
operating in Alaska. Through its own facilities and agreements with
other providers, GCI provides cable television service, Internet
access, Wireline and cellular telephone service.
GENESIS TOTAL: U.S. Trustee Appoints Deborah L. Fish as PCO
-----------------------------------------------------------
Daniel M. McDermott, U.S Trustee for Region 9, appoints Deborah L.
Fish as Patient Care Ombudsman in the case of Genesis Total
Healthcare, LLC.
Section 333(c)(1) of the Bankruptcy Code generally provides that
the Patient Care Ombudsman must maintain any information she
obtains by virtue of her appointment in the case that relates to
patients as confidential information.
Deborah L. Fish can be reached through:
535 Griswold Street
Suite 2600
Detroit, MI 48226
Genesis Total Healthcare, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Mich. Case No. 17-32058) on Sept. 8, 2017,
and is represented by George E. Jacobs, Esq. of Bankruptcy Law
Offices.
GENON ENERGY: Wants Plan Exclusivity Continued Thru Mid-April
-------------------------------------------------------------
GenOn Energy, Inc. and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to extend the exclusive period
during which the Debtors may:
-- file a chapter 11 plan through April 12, 2018, and
-- may solicit acceptances to its plan through June 11, 2018.
As reported by the Troubled Company Reporter, GenOn filed on June
29, 2017, their Joint Plan of Reorganization and a related
Disclosure Statement.
A hearing to confirm the Debtors' plan of reorganization is
currently scheduled for November 13, 2017, approximately one month
after the statutory expiration of the Debtors' exclusive right to
file a chapter 11 plan.
The Debtors' Plan includes the equitization of approximately $1.8
billion of funded debt, and a 92% cash payment and pro rata share
of an additional cash pool in satisfaction of another approximate
$705 million of the Debtors' funded debt, all in furtherance of a
consensual separation of the Debtors from their current ultimate
parent, NRG Energy, Inc.
The Debtors tell the Court that their restructuring efforts have
the support of the vast majority of their creditors at every level
of the capital structure. A restructuring support agreement the
Debtors entered into prior to the bankruptcy filing provides that
the reorganized equity, plus a substantial amount of cash, will be
distributed to unsecured creditors, including enough consideration
to render all trade claims unimpaired. This "remarkable" result,
the Debtors state, is coupled with a commitment from certain of the
Debtors' prepetition bondholders to backstop exit financing for the
reorganized company.
However, the Debtors relate that, with the support of their major
stakeholders, they have recently commenced a dual-track process to
explore potential asset sales during these chapter 11 cases.
The Debtors remain committed to pursuing the standalone separation
from NRG Energy contemplated by the RSA within the outside
milestones in the RSA. The Debtors contend that the simultaneous
execution on the existing plan structure and a parallel marketing
process, however, requires significant effort and coordination
among the Debtors and their other stakeholders.
Therefore, the Debtors request an extension of the exclusivity
period by six months to allow them to focus on continuing to
advance the process and to preclude the costly disruption and
instability that would occur if competing plans were to be
proposed.
The Debtors believe that maintaining the exclusive right to file
and solicit votes on a plan of reorganization is critical to their
efforts to conduct a potentially value-maximizing marketing process
while also pursuing the standalone restructuring contemplated by
the RSA.
The Debtors claim that extending the exclusivity periods will
afford them and their stakeholders time to confirm the Plan,
finalize the restructuring transactions contemplated by the Plan,
and proceed toward emergence in an efficient, organized fashion.
About GenOn Energy
GenOn Energy, Inc., is a wholesale power generation corporation
with 15,394 megawatts in generating capacity, operating operate 32
power plants in eight states. GenOn is subsidiary of NRG Energy
Inc., which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on Dec. 3,
2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
NRG, through a wholly-owned subsidiary, and GenOn completed a
stock-for-stock merger in a $6 billion deal, with GenOn continuing
as the surviving company on December 14, 2012. NRG, as
consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition. The
Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Credit Suisse Securities (USA) LLC serves as GenOn Energy's
financial advisor and investment banker.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
GILDED AGE: Wants to Use Cash for September 2017 Expenses
---------------------------------------------------------
Gilded Age Properties, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Rhode Island for continued use
of the cash collateral of Webster Bank, N.A. for an additional
period of 30 days in order to continue the operation of its
business.
Webster Bank has extended a $712,500 mortgage loan to the Debtor on
the Bellevue Property.
The Debtor is seeking the use of cash collateral conditioned upon
the Debtor's continuing payment of postpetition mortgage payments,
real estate taxes and municipal charges for the Properties.
The proposed monthly budget for September 2017 provides total
operating expenses of approximately $19,623.
A full-text copy of the Debtor's Motion, dated August 31, 2017, is
available at https://is.gd/ehLvfg
About Gilded Age Properties
Gilded Age Properties, LLC, owns and operates two properties: a
commercial rental property located at 117 Bellevue Avenue in
Newport, Rhode Island and a residential apartment building located
at 38-40 Freebody Street in Newport, Rhode Island.
Gilded Age Properties filed a Chapter 11 petition (Bankr. D.R.I.
Case No. 17-10738) on May 4, 2017. The petition was signed by
Peter M. Iascone, member. At the time of the filing, the Debtor
estimated assets and liabilities between $1 million and $10
million.
The case is assigned to Judge Diane Finkle.
The Debtor's counsel is William J. Delaney, Esq., at DarrowEverett
LLP, in Providence, Rhode Island.
GLYECO INC: Raises $2.29 Million From Rights Offering
-----------------------------------------------------
GlyEco, Inc. closed its rights offering, which expired on Aug. 4,
2017, and raised aggregate gross proceeds of approximately $2.29
million, including $670,000 in cash and $1.62 million in redemption
of previously issued notes, from the sale of 28.6 million shares of
common stock at a price of $0.08 per share. The rights offering
was made pursuant to a registration statement on Form S-1 (Reg. No.
333-215941) and prospectus on file with the Securities and Exchange
Commission. The Company plans to use the net proceeds for general
working capital purposes. The Company also repaid the remaining 8%
promissory notes issued in December 2016 through a combination of
shares of its common stock at a per share price of $0.08 and cash.
The Company issued 2,754,500 shares in exchange for a total of
$220,360 in principal and interest and repaid the balance in cash
in the full amount of $52,467. As a result of these transactions,
the previously issued 8% notes have been repaid in full.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco -- http://www.glyeco.com/-- is a
specialty chemical company, leveraging technology and innovation to
focus on vertically integrated, eco-friendly manufacturing,
customer service and distribution solutions. The Company's eight
facilities, including the recently acquired 14-20 million gallons
per year, ASTM E1177 EG-1, glycol re-distillation plant in West
Virginia, deliver superior quality glycol products that meet or
exceed ASTM quality standards, including a wide spectrum of ready
to use antifreezes and additive packages for antifreeze/coolant,
gas patch coolants and heat transfer fluid industries, throughout
North America.
Glyeco reported a net loss of $2.26 million on $5.59 million of net
sales for the year ended Dec. 31, 2016, compared to a net loss of
$12.45 million on $7.36 million of net sales for the year ended
Dec. 31, 2015. As of June 30, 2017, GlyeCo had $14.04 million in
total assets, $9.75 million in total liabilities and $4.29 million
in total stockholders' equity.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has experienced recurring losses from operations, has
negative operating cash flows during the year ended Dec. 31, 2016,
has an accumulated deficit of $36,815,063 as of Dec. 31, 2016, and
is dependent on its ability to raise capital. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
GOLFSMITH INTERNATIONAL: Seeks Jan. 9 Plan Exclusivity Extension
----------------------------------------------------------------
Golfsmith International Holdings, Inc. and its debtor affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for a
120-days extension of the periods during which the Debtors have the
exclusive right to file a chapter 11 plan through January 9, 2018,
and solicit acceptances of that plan through March 8, 2018.
If any objections to the Motion are received on or before September
25, the Court will conduct a hearing to consider the Debtors'
Motion and the objections on October 25 at 11:00 a.m.
Golfsmith relates that the Debtors commenced these chapter 11 cases
with the ultimate goal of implementing a value-maximizing
transaction for their creditor constituencies either through a
stand-alone plan of reorganization or a going-concern sale. Their
non-Debtor Canadian affiliates operating as Golf Town also
commenced a proceeding under the Companies' Creditors Arrangement
Act in the Ontario Superior Court of Justice in Canada.
According to Golfsmith, transitioning a large operation through the
stages of chapter 11 is a significant undertaking, and the Debtors
have done so while seeking to maximize the value of their assets
for the benefit of their stakeholders.
Since the Petition Date, the Debtors have made significant progress
in these chapter 11 cases by, among other things:
(a) concluding store closing sales;
(b) selling substantially all of their assets to Dick's
Sporting Goods, Inc. and a contractual joint venture of Hilco
Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC, and
Tiger Capital Group, LLC;
(c) selling their corporate headquarters located in Austin,
Texas;
(d) rejecting or assuming and assigning, as the case may be,
all of their unexpired leases of non-residential real property and
executory contracts; and
(e) obtaining critical post-petition debtor-in-possession
financing to facilitate the foregoing restructuring strategies.
As a result of these efforts, the Debtors are now poised to
productively move forward with the next stage of these chapter 11
cases, including reviewing claims filed by various parties, and
preparing and consulting with constituent representatives regarding
exit strategies. In light of the foregoing factors, the Debtors'
request for an extension of 120 days is modest and justified.
About Golfsmith International Holdings, Inc.
Headquartered in Austin, Texas, Golfsmith International Holdings,
Inc., the parent company of Golfsmith International, Inc., is a
holding company. The Company is a specialty retailer of golf and
tennis equipment, apparel, footwear and accessories. The Company
operates as an integrated multi-channel retailer, providing its
customers the convenience of shopping in the retail stores across
United States, through its Internet site,
http://www.golfsmith.com/,and from its catalogs.
The Company offers a product selection that features national
brands, pre-owned clubs and its branded products. It offers a
number of customer services and customer care initiatives,
including its club trade-in program, 30-day playability guarantee,
115% low-price guarantee, its credit card, in-store golf lessons,
and SmartFit, its club-fitting program. As of Jan. 1, 2011, the
Company operated 75 stores in 21 states and 33 markets.
Golfsmith International Holdings, Inc., and 12 affiliates filed
Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept.
14, 2016. The petitions were signed by Brian E. Cejka, chief
restructuring officer. The Debtors are represented by Mark D.
Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and
Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware; and Michael F. Walsh, Esq., David N.
Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal &
Manges LLP, in New York.
The Debtors' financial advisor is Alvarez & Marsal North America,
LLC. The Debtors' investment banker is Jefferies LLC. The Debtors'
claims, noticing and solicitation agent is Prime Clerk LLC. Pope
Shamsie & Dooley LLP serves as tax accountants.
At the time of filing, the Debtor estimated assets and liabilities
at $100 million to $500 million.
Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016,
appointed seven creditors to serve on the official committee of
unsecured creditors. The Committee hires Cooley LLP as lead
counsel, Chaitons LLP as Canadian counsel, Polsinelli PC as
Delaware counsel, Province, Inc. as financial advisor, and A&G
Realty Partners as real estate advisor.
* * *
In November 2016, Golfsmith received Bankruptcy Court approval to
sell its retail operations to a joint venture of Dick's Sporting
Goods and liquidators Hilco Global, Gordon Brothers and Tiger
Capital Group. As widely reported, the deal is for $69 million and
will result in 30 stores remaining operational, while 59 will be
subject to going-out-of-business sales.
The company also has separately sold its Canadian assets, which
deal closed in early November. The buyer has entered into a
transitional services agreement with Golfsmith to help manage the
Canadian business.
In January 2017, Golfsmith received court approval to sell its
corporate headquarters in Austin, Texas, for $22.5 million, to BH
Management Inc., the lone bidder for the property.
GREEN POLKADOT: 3 Largest Creditors Convert Debt to Equity
----------------------------------------------------------
Green PolkaDot Box on Sept. 11, 2017, disclosed that its three
largest creditors entered into agreements with the Company to
retire $6,283,706 in indebtedness in exchange for the issuance of
redeemable preferred shares by Buying Collective Holdings
Incorporated, a privately held Delaware corporation ("BCHI"). The
agreement by the creditors to cancel the outstanding indebtedness
of GPDB in exchange for redeemable preferred shares from BCHI
satisfies a major condition to the Asset Purchase Agreement entered
into by the two companies earlier this year on February 22, 2017.
About GPDB
Green PolkaDot Box(R) (OTC PINK: GPDB) is America's "first mover"
online distributor of CLEAN foods -- direct to consumer -- through
a disruptive Health Merchant(R) network comprised of hundreds of
market influencers that reach over 45-million consumers. To learn
more about GPDB's Health Merchant program go to
http://www.greenpolkadotbox.com/healthmerchant
About BCHI
Buying Collective Holdings Incorporated, as its name implies, is
focused on (1) building the Buying Collective of CLEAN food
shoppers through the Health Merchant(R) network developed by and to
be acquired from GPDB; (2) sourcing CLEAN foods at the lowest
possible cost; and (3) selling CLEAN foods with direct, free
delivery to households that are part of the Buying Collective.
GULFMARK OFFSHORE: Needs Until Nov. 13 to Complete Plan Talks
-------------------------------------------------------------
Gulfmark Offshore, Inc. requests the U.S. Bankruptcy Court for the
District of Delaware for a 60-day extension of its exclusive period
to file a Chapter 11 plan through November 13, 2017, and its
exclusive period to solicit acceptances to the Plan through January
12, 2018, without prejudice for the Debtor to seek additional
extensions of the exclusivity periods.
Absent an extension, the Debtor's initial Exclusive Plan Filing
Period was set to expire September 14 and its Exclusive
Solicitation Period by November 13.
The Debtor notes that this is its first request to extend the
Exclusive Periods and comes just four months after the Commencement
Date.
The Debtor relates that it has made significant progress in the
chapter 11 case, including stabilizing its business, reaffirming
relationships with key economic stakeholders and vendors, and
generally administering this chapter 11 case efficiently and
economically.
On June 27, 2017, the Debtor filed the Amended Chapter 11 Plan of
Reorganization and the Disclosure Statement. The Debtor submits
that it has made the following progress with respect to the Plan:
(a) obtained entry of the Disclosure Statement Order on
June 27, 2017;
(b) completed the Rights Offerings designed to raise
$125 million for Reorganized GulfMark, on July 24,
2017;
(c) filed the Plan Supplement on September 13, 2017; and
(d) scheduled the Confirmation Hearing for October 4,
2017 at 11:00 a.m.
Although the Debtor has not yet obtained committed exit financing,
the Debtor and its advisors, and the advisors for the Consenting
Noteholders, have been in advanced negotiations with DNB regarding
the terms of DNB's and other lenders' commitment for exit financing
of at least $100 million, as required under the Plan.
Moreover, the Debtor continues to have the support of its main
creditors -- the Consenting Noteholders -- which have extended the
Restructuring Support Agreement.
The Debtor tells the Court that the requested extension is intended
to allow the Debtor to continue discussions with key creditor
groups and to provide the Debtor with flexibility necessary to
accommodate any plan confirmation related delays/adjournments.
Accordingly, the requested extension ensures this chapter 11 case
continues in a rational manner.
If any objections to the Motion are received on or before September
27, the Debtor's Motion and the objections will be considered at a
hearing October 30 at 3:00 p.m. (Eastern Time).
About Gulfmark Offshore
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas. The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.
GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen,
president and chief executive officer, signed the petition.
Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor. The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.
GULFMARK OFFSHORE: Seeks Exclusivity Extension Thru Nov. 13
-----------------------------------------------------------
BankruptcyData.com reported that Gulfmark Offshore filed with the
U.S. Bankruptcy Court a motion to extend by 60 days the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including November 13, 2017
and January 12, 2018, respectively. The motion explains, "In
addition, although the Debtor has not yet obtained committed exit
financing, the Debtor, its advisors, and the advisors for the
Consenting Noteholders have been in advanced negotiations with DNB
regarding the terms under which DNB and other lenders are willing
to lend to the Company after the effective date of the Plan.
Moreover, the Debtor continues to have the support of its main
creditors, the Consenting Noteholders, as the Consenting
Noteholders have extended the Restructuring Support Agreement.
Plainly stated, the Debtor has administered, and will continue to
administer, this chapter 11 case in an expeditious and
cost-efficient manner for the benefit of all economic stakeholders.
The requested extension will assure the continuation of that
process during the statutory period provided for in section 1121."
The Court scheduled an October 30, 2017 hearing to consider the
motion, with objections due by September 27, 2017.
About Gulfmark Offshore
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas. The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.
GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen,
president and chief executive officer, signed the petition.
As of March 31, 2017, the Debtor listed total assets of $1.07
billion and total debt of $737,131,000.
Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor. The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.
GUP'S HILL PLANTATION: Unsecureds to Get Nothing Under Latest Plan
------------------------------------------------------------------
Gup's Hill Plantation, LLC, filed with the U.S. Bankruptcy Court
for the District of South Carolina a fifth amended disclosure
statement dated, Sept. 8, 2017, referring to its plan of
reorganization.
The new plan asserts that the Debtor's general unsecured claims
consist of (1) the Class 9 Claims which include the bifurcated
portion of a Class 2 Claim of Apex Bank and five relatively small
trade claims, and (2) the Class 10 disputed claim of Apex. The
Debtor's Plan provides that Class 9 unsecured claims will not
receive any payment under the Plan. The Debtor's Plan also provides
that no payments will be made to the Class 10 unsecured creditor.
The Debtor believes that in the event of a liquidation of the
Debtor's assets, there would be insufficient assets outside of the
liens of the secured creditors which could be used to generate
funds to pay either the Class 9 or Class 10 unsecured creditors.
Class 10 Claims are disputed unsecured non-recourse claims (1)
which arise from loans that were made to obligors other than Debtor
and that resulted in no money to Debtor, (2) which arise as a claim
against Debtor solely because of the creditor having a judgment
lien on real property subsequently transferred to the Debtor, (3)
for which the Debtor has filed an Objection to Claim, (4) as to
which the value of the creditor’s interest, if any, in the
collateral is zero, and (5) for which there are other obligors. As
the Plan does not alter the legal, equitable, or contractual rights
of the Class 10 Claims, the claims in this class are not impaired.
The previous version of the plan classified the general unsecured
creditors into class 10 and class 11:
(a) Class 10 Claims are all unsecured claims other than disputed
claims. Class 10 Claims will be paid in full, with interest at
4.0% in equal payments over 60 months, starting on the effective
date. For convenience sake, Debtor reserves the right to pay in
full at any time any claim under $1,000. There are 7 claims in
this class.
(b) Class 11 Claims are disputed unsecured claims. The only
claim in this class will be the disputed Apex II Claim. It will not
be possible to pay this Class 11 Claim anything under the Plan.
A full-text copy of the Fifth Amended Plan is available at:
http://bankrupt.com/misc/scb15-04492-458.pdf
About Gup's Hill
Gup's Hill Plantation, LLC, owns a hotel called the Edgefield Inn,
commercial and residential real estate properties, and timberland
properties.
Gup's Hill Plantation, LLC -- aka Edgefield Inn, LLC and aka
Rainsford Holdings, LLC -- filed a Chapter 11 petition (Bankr. D.
S.C. Case No. 15-04386) on Aug. 18, 2015. The Hon. David R. Duncan
presides over the case. Carl F. Muller, Esq., at Carl F. Muller,
Attorney At Law, P.A., serves as the Debtor's counsel. The
petition was signed by Bettis C. Rainsford, sole member.
HELIOS AND MATHESON: Surpasses 400K Paying Monthly Subscribers
--------------------------------------------------------------
MoviePass Inc., a company that Helios and Matheson Analytics Inc.
has agreed to buy majority stake in, announced it has surpassed
over 400,000 paying monthly subscribers in the past 30 days and
achieved outstanding movie theater attendance. Up from less than
20,000 subscribers on Aug. 14, 2017, the viral subscriber growth is
due in part by the innovative and disruptive technology MoviePass
and Helios & Matheson offer in combination with massive interest
for the new $9.95 per month subscription plan. To test the success
of the MoviePass product, 30,000 new MoviePass subscribers were
surveyed. The Company said it was thrilled to find that 75.3%
asserted the only reason they went to the movies was the result of
being a MoviePass subscriber. Furthermore, participating theaters
have reported back with increased attendance by over 400% from
MoviePass subscribers.
"I think it's positive for the industry," said Eric Wold, an
analyst at B. Riley & Co. The most visible opposition has come
from AMC. "The exhibitors I have spoken with are very happy."
Additionally, MoviePass projects that it will acquire at least 2.5
million additional paying subscribers during the next twelve
months, and expects to retain at least 2.1 million of those
additional paying subscribers at the end of that period.
Using the Helios and Matheson Analytics resources, MoviePass Inc.
analyzes consumer trends, patterns and activities to engage
subscribers with movie related merchandise, advertising, and
concessions relevant to their MoviePass experiences. Helios and
Matheson believes its technology stack combined with the MoviePass
business model will transform the movie going experience and create
great value for both companies.
"MoviePass is the 'all-you-can-eat' movie theater experience," said
Mitch Lowe, co-founder of Netflix Inc., former president of RedBox,
and current CEO of MoviePass. "Though expensive for the company in
the short-term, it's a significant benefit and more convenient for
customers. With MoviePass, there's no movie ticket prices to think
about -- going to the movies will become an everyday experience
rather than an occasional treat."
Helios and Matheson's technology learns individual moviegoer's
tastes and makes recommendations based on recorded preferences for
specific genres, actors and even the opinions of friends with
similar likings. There currently is no end-to-end consumer
analysis from the moment someone sees a movie ad on Facebook to the
moment they take their seat at the movie theater. MoviePass is
bridging that gap, which should prove to be of tremendous value to
production studios.
"This explains our sustainable business model: Helios and Matheson
is incorporating advertising models with the MoviePass application
using artificial intelligence, algorithms, and machine learning so
we can provide studios with more precise data for their advertising
efforts. We want to understand the data generated by the movie
goers and cater directly to their needs. For example, MoviePass
will understand their genre choice films: horror, action-thrillers,
drama, comedy, romance, animation, etc. Through testing, we found
viewership is up 18% on films we choose to market more heavily in
the MoviePass app," said Ted Farnsworth, Chairman/CEO of Helios and
Matheson, about the strategic investment being made by Helios and
Matheson in MoviePass. "We will seek to sell our advertising to
the studios, channeling MoviePass subscribers to see certain
movies. Also, we plan to use the viewing history and habit
information of each user to guide them to select upcoming movies
that appeal to their interests. Our goal is to serve the interests
of moviegoers, movie studios and movie theaters alike," Mr.
Farnsworth concluded.
About MoviePass
MoviePass is a technology company dedicated to enhancing the
exploration of cinema. As the nation's premier movie-theater
subscription service, MoviePass provides film enthusiasts the
ability to attend unlimited movies. The service, now accepted at
more than 91% of theaters across the United States is the nation's
largest theater network. For more information, visit
www.moviepass.com.
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, a net loss of $2.11 million for the year
ended Dec. 31, 2015, and a net loss of $177,712 for the year ended
Dec. 31, 2014.
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 shareholders' equity.
HENDERSON ENTERPRISES: Oct. 11 Plan Confirmation Hearing
--------------------------------------------------------
Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western
District of Kentucky approved Henderson Enterprises, Inc.'s amended
disclosure statement explaining its plan of reorganization.
The confirmation hearing on the Debtor's Chapter 11 Plan is set for
Oct. 11, 2017, at 9:00 AM (Central Time) at Owensboro Courthouse,
U.S. Courthouse, 423 Frederica Street, Owensboro, KY.
Any objections to confirmation of the Debtor's Plan shall be filed
with the Court on or before October 4, 2017.
About Henderson Enterprises
Henderson Enterprises, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Ky. Case No. 16-40536) on June 23, 2016. The Debtor
is represented by Sandra D. Freeburger, Esq., at Deitz Shields &
Freeburger LLP.
HOUSTON AMERICAN: Receives $2.4M Proceeds From Stock Offering
-------------------------------------------------------------
Houston American Energy Corp. filed a current report on Form 8-K
with the Securities and Exchange Commission to provide certain
unaudited pro forma consolidated financial information to reflect
the receipt of proceeds from sales of common stock pursuant to the
Company's "At the Market Issuance Sales Agreement" as of Sept. 11,
2017.
On March 22, 2016, the Company received notification from the NYSE
MKT LLC of its noncompliance with certain NYSE American continued
listing standards relating to, among other things, stockholders'
equity. Specifically, the Company was not in compliance with
Section 103(a)(iii) of the NYSE American Company Guide requiring
stockholders' equity of $6.0 million or more if it has reported
losses from continuing operations and/or net loss in its five most
recent fiscal years . Pursuant to the Deficiency Letter, and
further notifications from the NYSE American, the Company was
granted an extension of its listing, until Sept. 18, 2017, to
regain compliance with the continued listing standards pertaining
to stockholders' equity.
The Company disclosed the results of its plan to regain compliance
with the stockholders' equity requirement for continued listing on
the NYSE American. As of Sept. 11, 2017, the Company had sold an
aggregate of 4,245,135 shares in the ATM Offering and had received
proceeds, net of commissions and expenses, of $2,379,605. Pro
forma shareholders' equity at June 30, 2017, giving effect to the
receipt of net proceeds from the ATM Offering, as of Sept. 11,
2017, was $6,624,273.
Meanwhile, Houston American has prepared updated slides reflecting
recent developments in Reeves County and updated Company
information to be posted on the Company's web site and for use in
connection with investor presentations.
Houston American's game plan are the following:
* Tie-in first two Reeves County horizontal wells by September
* Add Permian proven reserve categories to report for the year
end
* Pursue opportunistic leasing and/or acquisitions in the
Delaware or Midland Basins as smaller tracts generally
are much less costly on per acre basis and non-core
blocks' primary terms begin expiring
* Potential to scale JV in Delaware to increased participation
%
* 2017 YTD results of capital campaign ($4.5 million);
- Issued $1.2MM of Series A convertible preferred stock;
- Issued $0.9MM of Series B convertible preferred stock; and
- Issued 4.2MM common shares in an ATM offering for net
proceeds of $2.4MM
* Additional potential sources of funds:
- In the money warrants exercisable for $1.3MM with near
term expiration (January 2018)
- The Company has capability to issue up to an additional
$2.5MM under ATM
The presentation slides to be used are available for free at:
https://is.gd/ZPUQeA
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp.
(NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an
independent energy company with interests in oil and natural gas
wells, minerals and prospects. The Company's business strategy
includes a property mix of producing and non-producing assets with
a focus on Texas, Louisiana and Colombia.
Houston American reported a net loss of $2.64 million on $165,910
of oil and gas revenue for the year ended Dec. 31, 2016, compared
to a net loss of $3.83 million on $429,435 of oil and gas revenue
for the year ended Dec. 31, 2015. At June 30, 2017, Houston
American had $4.86 million in total assets, $616,366 in total
liabilities and $4.24 million in total shareholders' equity.
GBH CPAs, PC, in Houston, Texas -- http://www.gbhcpas.com/--
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, noting that
the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.
HUMANIGEN INC: FDA Grants Fast Track Designation to Benznidazole
----------------------------------------------------------------
Humanigen received a letter from the U.S. Food and Drug
Administration on Sept. 12, 2017, granting Fast Track designation
to the Humanigen benznidazole development program.
On Aug. 29, 2017, as previously disclosed, FDA 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., formerly known as KaloBios Pharmaceuticals, Inc.
-- http://www.humanigen.com/-- is a biopharmaceutical company
focused on developing medicines for patients with neglected and
rare diseases, with an ancillary focus on pediatric conditions.
The Company's lead product candidate is benznidazole for the
treatment of Chagas disease, a parasitic illness that can lead to
long-term heart, intestinal and neurological problems. The Company
acquired certain worldwide rights to benznidazole on
June 30, 2016, and the Company is focused on the development
necessary to seek and obtain approval by the United States Food and
Drug Administration for benznidazole and the subsequent
commercialization, if approved. After a meeting with FDA in
December 2016, the Company confirmed, through FDA-issued guidance,
that benznidazole is eligible for review pursuant to a 505(b)(2)
regulatory pathway as a potential treatment for Chagas disease and,
if it becomes the first FDA-approved treatment for Chagas disease,
the Company would be eligible to receive a Priority Review Voucher.
The Company submitted its Investigational New Drug (IND)
application for benznidazole to FDA and the IND became effective on
June 26, 2017. In addition, the FDA informed the Company on July
10, 2017, that it granted Orphan Drug Designation to benznidazole
for the treatment of Chagas disease.
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.
On Jan. 13, 2016, the Company's common stock was suspended from the
Nasdaq Global Market and began trading on the over-the-counter
market under the KBIOQ symbol. On Jan. 26, 2016, NASDAQ filed a
Form 25 with the Securities and Exchange Commission to complete the
delisting of the common stock, and the delisting was effective on
Feb. 5, 2016. On June 30, 2016, upon emergence from bankruptcy,
the ticker symbol for the trading of the Company's common stock on
the over-the-counter market reverted back to KBIO. On June 26,
2017, the Company's common stock began trading on the OTCQB Venture
Market under the same ticker symbol. On Aug. 7, 2017, following
the effectiveness of the Company's previously reported name change,
the Company's common stock began trading on the OTCQB Venture
Market under the new ticker symbol "HGEN".
The Company reported a net loss of $27.01 million in 2016,
following a net loss of $35.37 million in 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.
HUNTWICKE CAPITAL: Will Restate Recently Filed Quarterly Reports
----------------------------------------------------------------
The management and the Board of Directors of Huntwicke Capital
Group Inc., concluded that the Company's previously issued
financial statements for the quarter ended Oct. 31, 2016, and Jan.
31, 2017, respectively, should no longer be relied upon because the
Company has determined that due to Common Control accounting
procedures under rule ASC 805-50 and the guidance therein, its
financials should be amended to include the new assets contributed
to Huntwicke over the time periods under common control and in the
resulting year to year comparisons.
The Company plans to file an amendment to the original respective
Form 10-Q's to restate the financial statements for the Restated
Periods to reflect those adjustments regarding the restated
transactions.
"Our management has concluded that there are material weaknesses in
internal controls over financial reporting, as we did not maintain
effective controls over the selection and application of accounting
principles generally accepted in the United States ("GAAP") related
to an accounting treatment of a capital transaction resulting from
an extinguishment between related entities," said the Company in a
regulatory filing with the Securities and Exchange Commission.
"Specifically, the members of our management team with the
requisite level of accounting knowledge, experience and training
commensurate with our financial reporting requirements did not
analyze certain accounting issues at the level of detail required
to ensure the proper application of GAAP in certain
circumstances."
The Company's management and Board have discussed the matters with
Liggett and Webb, P.A., the Company's former independent registered
public accounting firm and Moody, Famiglietti & Andronico, LLP.,
the Company's new independent registered public accounting firm.
About Huntwicke Capital
Huntwicke Capital Group Inc., formerly known as Magnolia Lane
Income Fund, was incorporated in the state of Delaware on May 12,
2009. The Company was formed to commence business as a stock agent
in the wool trade. On May 13, 2013, Magnolia Lane Income Fund
entered into a stock purchase agreement with Ian Raleigh and
Michael Raleigh and Magnolia Lane Financial, Inc., whereby Magnolia
Lane Financial purchased from the Sellers, 10,000,000 shares of
common stock, par value $0.0001 per share, of Magnolia Lane Income
Fund, representing approximately 69.57% of the issued and
outstanding shares of the Company. As a result, Magnolia Lane
Financial became the majority shareholder of Magnolia Lane Income
Fund.
Magnolia Lane reported a net loss of $197,969 for the year ended
April 30, 2016, compared to a net loss of $187,294 for the year
ended April 31, 2015. As of Jan. 31, 2017, Huntwicke had $5.93
million in total assets, $2.67 million in total liabilities and
$3.25 million in total stockholders' equity.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended April 30, 2016, citing that the Company has used
cash in operations of $22,835 and an accumulated deficit of
$707,094 at April 30, 2016. These matters raise substantial doubt
about the Company's ability to continue as a going concern.
I-LIGHTING LLC: Seeks December 12 Plan Exclusivity Extension
------------------------------------------------------------
i-Lighting, LLC requests the U.S. Bankruptcy Court for the District
of Maryland to extend the exclusive periods during which only the
Debtor may file a Plan of Reorganization and solicit acceptances of
such Plan, to December 12, 2017 and February 12, 2018
respectively.
In 2015, the Debtor became involved in litigation with AHPharma
Inc., after AHPharma walked away from a joint venture to produce a
LED lighting system to solve feeding issues for chicken farmers.
Having invested nearly $1,000,000 in outfitting the manufacturing
side of the venture, and with nearly $1,300,000 in purchase orders
prepared, the failure of the joint venture with AHPHarma had a
substantial impact on the Debtor's financial wherewithal. Trial in
the AHPharma litigation was scheduled to begin September 11, 2017.
Within the past few days, the Debtor and AHPharma have agreed in
principle to a resolution of the litigation, which is proposed to
include a payment of approximately $140,000 to the Debtor in return
for the transfer to AHPharma of assets still held by the Debtor for
the chicken feeder lighting venture.
However, the Debtor is still in the process of negotiating the
consent of the purported lienholders on the assets at issue in the
AHPharma settlement, so that the Debtor can then seek approval of
the compromise of the AHPharma claims and the transfer of the
assets. The Debtor intends to move forward with its reorganization
with the resolution of the AHPharma litigation -- which is likely
being a structured repayment of debts.
The Debtor also believes that a 90-day extension of the Exclusive
Periods will give it a better handle on its future revenue growth
and, thereby, a better idea as to the expected debt repayment
structure and timeline.
About i-Lighting LLC
Based in North East, Maryland, i-Lighting LLC --
http://www.ilightingled.com/-- conducts business under the name
Stairlighting. It was founded in 2011 and manufacturers and
distributes LED lighting solutions for use under kitchen cabinets,
and on outdoor decks, stairs, hardscapes, patios and landscapes.
Its patented Easy Plug Installation System, which lowers the
expense and eases the installation of LED lighting systems, has
made LED lighting accessible to more contractors and consumers. The
company was recently honored with a "Bright Lights Award for
Innovation and Entrepreneurship" by the Maryland Comptroller.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. Scott D.
Holland, its managing member and chief executive officer, signed
the petition.
At the time of the filing, the Debtor disclosed $294,316 in assets
and $2.34 million in liabilities.
Judge David E. Rice presides over the case.
The Debtor hired Tydings & Rosenberg LLP as Chapter 11 counsel.
IBEX LLC: Allowed to Use Cash Collateral Until Oct. 31
------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado authorized Ibex, LLC, to use cash collateral
to pay any professional fees on an interim basis for the period
from Sept. 1, 2017 through Oct. 31, 2017 pursuant to the Budget.
The approved Budget for the months of August through December 2017
provides total cash disbursements of approximately $1,192,924.
The Debtor and First National Bank of Pennsylvania have reached
agreement regarding the terms and conditions for the Debtor's
further use of cash collateral on terms and conditions set forth
herein.
First National Bank is granted replacement lien and security
interest upon the Debtor's postpetition assets with the same
priority and validity as First National Bank's prepetition liens to
the extent of the Debtor's postpetition use of the proceeds of
First National Bank's prepetition collateral.
To the extent that the Adequate Protection Liens prove to be
insufficient, First National Bank will be also be granted
superpriority administrative expense claims under section 507(b) of
the Bankruptcy Code.
The Debtor will pay adequate protection payments to First National
Bank the sum of $10,000 on or before September 7, 2017 and $10,000
on or before October 7, 2017 as additional adequate protection.
The Debtor's right to use cash collateral will terminate upon the
earlier of (a) the default by the Debtor under any terms of the
Order and (b) October 31, 2017. But the Debtor will file a further
motion for use of cash collateral if it is necessary to use cash
collateral after October 31, 2017.
A full-text copy of the Order, dated Aug. 31, 2017, is available at
https://is.gd/YFcpPr
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.
IHEARTCOMMUNICATIONS INC: CCOH Plans to Demand $25M Note Repayment
------------------------------------------------------------------
On Sept. 14, 2017, (i) Clear Channel Outdoor Holdings, Inc., an
indirect, non-wholly owned subsidiary of iHeartCommunications,
Inc., provided notice of its intent to make a demand for repayment
on Oct. 5, 2017, of $25.0 million outstanding under the Revolving
Promissory Note, dated as of Nov. 10, 2005, between
iHeartCommunications, as maker, and CCOH, as payee (as amended by
the first amendment dated as of Dec. 23, 2009 and the second
amendment dated as of Oct. 23, 2013), and (ii) the Board of
Directors of CCOH declared a special cash dividend payable on Oct.
5, 2017, to CCOH's Class A and Class B stockholders of record at
the closing of business on Oct. 2, 2017, in an aggregate amount
equal to $25.0 million, to be funded with the proceeds of the
Demand. iHeartCommunications will be entitled to receive
approximately 89.8%, or approximately $22.5 million, of the
proceeds of the dividend through its wholly-owned subsidiaries. The
remaining approximately 10.2% of the proceeds of the dividend, or
approximately $2.5 million, will be paid to the public stockholders
of CCOH.
About iHeartCommunications
iHeartCommunications, Inc., formerly known as Clear Channel
Communications, Inc., iHeartCommunications, Inc., is a Texas
corporation with all of its shares of common stock held by
iHeartMedia Capital I, LLC, an indirect, wholly owned subsidiary of
iHeartMedia, Inc. ("Parent"). Parent was formed in May 2007 by
private equity funds sponsored by Bain Capital Partners, LLC and
Thomas H. Lee Partners, L.P. for the purpose of acquiring the
business of the Company. The acquisition was completed on July 30,
2008, pursuant to the Agreement and Plan of Merger, dated Nov. 16,
2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008.
Upon the consummation of the merger, iHeartMedia, Inc., became a
public company and the Company was no longer a public company.
iHeartCommunications is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile, social,
live events, on-demand entertainment and information services for
local communities, and uses its unparalleled national reach to
target both nationally and locally on behalf of its advertising
partners. The Company is dedicated to using the latest technology
solutions to transform the company's products and services for the
benefit of its consumers, communities, partners and advertisers,
and its outdoor business reaches over 34 countries across five
continents, connecting people to brands using innovative new
technology.
iHeartCommunications reported a net loss attributable to the
Company of $296.31 million on $6.27 billion of revenue for the year
ended Dec. 31, 2016, compared to a net loss attributable to the
Company of $754.62 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015. As of June 30, 2017, iHeartCommunications had
$12.30 billion in total assets, $23.74 billion in total liabilities
and a total stockholders' deficit of $11.44 million.
* * *
In March 2017, Fitch Ratings downgraded iHeartCommunications,
Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The
downgrade reflects iHeart's announcement on March 15, 2017, that
the company has commenced a global restructuring effort targeting
approximately $14.6 billion in debt including all of the
outstanding Term Loans and PGNs as well as the senior notes due
2021.
Also in March 2017, S&P Global Ratings lowered its corporate credit
rating on Texas-based media company iHeartMedia Inc. and its
subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The
rating outlook is negative. The downgrade follows
iHeartCommunications' announcement that it has offered to exchange
five series of priority-guarantee notes, its senior notes due 2021,
and its term loan D and E for longer-dated debt; and, in certain
scenarios, stock and warrants, or contingent value rights. "Under
all but one scenario, there would be a reduction in the principal
amount of debt outstanding and an extension of the debt maturity by
two years for exchanged debt," said S&P Global Ratings' credit
analyst Jeanne Shoesmith. "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."
In December 2016, Moody's Investors Service affirmed
iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating.
INTERPACE DIAGNOSTICS: Elects Esophageal Disorder 'Expert' to Board
-------------------------------------------------------------------
Interpace Diagnostics Group, Inc. announced that Dr. Felice
Schnoll-Sussman has been elected a director of the Company and a
member of the Audit Committee. Dr. Schnoll-Sussman will be a Class
II director of the Company and her term will expire in 2018. She
will not be the subject of a stockholder vote at this year's annual
meeting of stockholders.
Dr. Schnoll-Sussman is Associate Professor of Clinical Medicine at
Weill Medical College of Cornell University and is Associate
Attending Physician in Gastroenterology at New York Presbyterian
Hospital. Dr. Schnoll-Sussman is the director of the Jay Monahan
Center for Gastrointestinal Health at Weill Cornell Medical College
and has overall responsibility for all administrative, operational
and financial aspects of the center. She is a well-known expert on
various esophageal, pancreatic and intestinal disorders, including
Barrett's Esophagus. Dr. Schnoll-Sussman has her medical degree
from the Mount Sinai School of Medicine and has also completed
Executive Leadership Training at the Wharton School of Business.
The Company believes that with the appointment of Dr.
Schnoll-Sussman to its Audit Committee, the Company will be in
compliance with NASDAQ Listing Rule 5605(c)(2)(A), which requires
that our Audit Committee be comprised of at least three members.
Jack E. Stover, president and CEO of Interpace Diagnostics, stated,
"We are incredibly pleased that such a well-known expert in
esophageal and gastrointestinal disorders has become a member of
our board. We look forward to her valuable contributions as
Interpace continues to transform itself for growth."
About Interpace Diagnostics
Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc. -- http://www.interpacediagnostics.com/-- is a fully
integrated commercial company that provides clinically useful
molecular diagnostic tests and pathology services to evaluate the
risk of cancer by leveraging the latest technology in personalized
medicine for better patient diagnosis and management. The Company
currently has three commercialized molecular tests; PancraGEN for
the diagnosis and prognosis of pancreatic cancer from pancreatic
cysts; ThyGenX, for the diagnosis of thyroid cancer from thyroid
nodules utilizing a next generation sequencing assay and ThyraMIR,
for the diagnosis of thyroid cancer from thyroid nodules utilizing
a proprietary gene expression assay. Interpace Diagnostics'
mission is to provide personalized medicine through molecular
diagnostics and innovation to advance patient care based on
rigorous science.
The Company's independent accounting firm BDO USA, LLP, in
Woodbridge, New Jersey, issued a "going concern" qualification in
its report on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from continuing operations that raise substantial doubt
about its ability to continue as a going concern.
Interpace reported a net loss of $8.33 million on $13.08 million of
net revenue for the year ended Dec. 31, 2016, compared with a net
loss of $11.35 million on $9.43 million of net revenue for the year
ended Dec. 31, 2015. As of June 30, 2017, Interpace had $53.74
million in total assets, $17.40 million in total liabilities and
$36.34 million in total stockholders' equity.
"It is anticipated that we may require additional capital to fund
our operations in the future," said the Company in its quarterly
report for the period ended June 30, 2017. "There is no guarantee
that additional capital can be raised to fund our operations in
2017 and beyond. We intend to meet our capital needs by driving
revenue growth, containing costs as well as exploring other
options."
ISTAR INC: Fitch Raises Long-Term Issuer Default Rating to BB-
--------------------------------------------------------------
Fitch Ratings has upgraded iStar Inc.'s Long-Term Issuer Default
Rating (IDR) to 'BB-' from 'B+'. Fitch has also affirmed iStar's
senior secured debt rating at 'BB+' and expects to rate iStar's
unsecured and convertible notes offerings 'BB(EXP)'. The Rating
Outlook has been revised to Stable from Positive.
The unsecured debt offering is expected to consist of $400 million
of unsecured notes maturing in September 2020; $400 million of
unsecured notes maturing in September 2022; and $250 million of
convertible notes maturing in September 2022. iStar plans to use
proceeds from the planned unsecured notes offerings to refinance
unsecured notes that are scheduled to mature in November 2017,
February 2018 and July 2018, and redeem series E and F preferred
securities.
KEY RATING DRIVERS
IDR, SENIOR DEBT AND HYBRID SECURITIES
The upgrade of the Long-Term IDR follows iStar's announcement of
various capital market transactions, which Fitch believes will
materially improve the firm's liquidity position by extending the
weighted average maturity of its debt and refinancing all near-term
debt maturities. The upgrade also incorporates expectations for
continued progress on the monetization of certain assets within the
company's land segment, which would result in an overall
improvement in the firm's asset quality profile. While leverage is
expected to increase modestly as a result of the transaction, it
will remain within the 3x to 5x 'bbb' quantitative benchmark range
for balance sheet intensive finance and leasing companies.
Ratings are also supported by iStar's unique platform as an
integrated commercial real estate (CRE) finance and investment
company, strong funding profile with a meaningful portion of
unsecured debt, solid liquidity profile and experienced management
team. Rating constraints include iStar's continued elevated
exposure to land, which entails development risk, as well as
exposure to certain CRE products that Fitch considers non-core; a
material non-performing legacy loan in the real estate finance
segment; increased performance pressures on certain CRE
sub-sectors; and high proportion of wholesale funding.
iStar's liquidity profile improved in 2Q17, given proceeds received
from the SAFE IPO and the Bevard litigation judgement.
Additionally, in conjunction with the capital markets issuances,
iStar has reduced the size, cost and extended the maturity of its
term loan B, while also upsizing and extending the maturity of its
secured revolver. These transactions positively impact iStar's
overall funding and liquidity profile since the company now has no
debt maturities until 3Q19.
The company's liquidity position is further enhanced by its ability
to retain earnings, as it holds net operating loss (NOL)
carryforwards that can generally be used to offset ordinary taxable
income. In addition, the company adheres to a 1.2x unencumbered
assets-to-unsecured debt covenant, which provides protection to
bondholders during periods of market stress.
As of June 30, 2017, the company's $4.2 billion portfolio consisted
of net lease properties (33.8% of gross carrying value, of which
2.3% is the firm's equity method investment in SAFE), real estate
finance (28.6%), land and development properties (22.3%), operating
properties (14.6%), and other assets (0.7%).
Although no losses have been incurred on loans originated since
2008, legacy loans originated prior to 2008 continue to weigh on
asset quality in the real estate finance segment. The carrying
value of non-performing loans represented 17.4% of total loans in
this segment as of June 30, 2017, primarily driven by the Hammons
hotel line of credit.
Fitch views the net lease real estate portfolio as a benefit to
overall asset quality, since it provides cash flow stability,
yielding 8.1% in 2Q17 and 8.4% in 2016, below the weighted average
yield of 9.7% and 8.9% for performing loans in the real estate
finance segment in 2Q17 and 2016, respectively.
The land portfolio, which was primarily acquired through
foreclosure or deed in lieu of foreclosure, adversely influences
overall asset quality. However, iStar has been opportunistically
selling land assets in recent quarters, contributing to a 10%
decline in the balance of land assets from year-end 2016 through
June 30, 2017. Fitch expects the land segment's earnings to
continue to improve as development projects progress.
As of June 30, 2017, 78.5% of iStar's debt was unsecured, which is
well above levels of many other diversified REITs and balance
sheet-intensive finance and leasing companies. Unsecured debt
enhances the company's operational and financial flexibility. Fitch
expects unsecured debt to continue to represent about 75% to 80% of
total debt over the Outlook horizon, and does not expect the
planned transaction to have a material impact on this metric given
that existing unsecured debt will be refinanced.
In addition to approximately $3.4 billion of debt, iStar had $745
million in preferred securities outstanding as of June 30, 2017.
Per Fitch's "Non-Financial Corporates Hybrids Treatment and
Notching Criteria," report, the agency assigns 50% equity credit to
iStar's preferred securities given the cumulative dividends. As
part of the planned transaction, iStar will redeem $240 million of
outstanding preferred stock, leaving $505 million remaining. Fitch
expects earnings and fixed charge coverage to increase as a result
of the lower debt levels and reduced interest expense.
Fitch's baseline leverage ratio is debt-to-tangible shareholders'
equity, treating the preferred securities as 50% equity. On this
basis, leverage was 4.8x as of June 30, 2017. However, iStar
realized $179 million in economic gains during the quarter as a
result of the SAFE transactions, $56 million of which will be added
to equity retrospectively upon required implementation of new
accounting standards on Jan. 1, 2018. Adjusting for this additional
gain, iStar's leverage was 4.6x as of June 30, 2017. Fitch expects
leverage to remain around current levels (4.0x to 5.0x) over the
near-to-medium term. Pro forma for the refinancing of unsecured
notes, reduction in the term loan balance and redemption of
preferred stock, Fitch estimates that leverage would increase
slightly to 4.9x.
The revision of the Outlook to Stable from Positive following the
rating upgrades reflects Fitch's expectations for continued
improvements in iStar's earnings and asset quality over the outlook
horizon; however, broader performance of certain CRE sub-sectors is
likely to be mixed, which could be a headwind. The Outlook also
reflects expectations for the maintenance of sufficient liquidity,
a heavily unsecured funding profile and leverage that is
commensurate with the risk profile of the portfolio.
The secured debt rating is two notches above iStar's Long-Term IDR
and reflects the collateral backing these obligations, indicating
superior recovery prospects for secured debtholders under a
stressed scenario.
The unsecured debt rating is one notch above iStar's Long-Term IDR
and reflects the availability of sufficient unencumbered assets,
which provide support to unsecured creditors, and relatively low
levels of secured debt. This profile indicates good recovery
prospects for unsecured debtholders under a stressed scenario.
The preferred stock rating is three notches below iStar's IDR,
reflecting that these securities are deeply subordinated and have
loss absorption elements that would likely result in poor recovery
prospects.
RATING SENSITIVITIES
IDR, SENIOR DEBT AND HYBRID SECURITIES
Negative rating pressure could arise from deterioration in the
quality of iStar's loan portfolio, an inability for the company to
generate consistent earnings, and/or an inability to execute on the
planned sales of land segment assets. A material reduction in
long-term unsecured funding; an inability to proactively address
debt maturities over the outlook horizon; and/or a sustained
increase in leverage could also lead to negative rating momentum.
Upward rating momentum is viewed as limited over the outlook
horizon of 12 to 24 months. Longer term, an upgrade of the
Long-Term IDR would primarily be driven by further monetization of
land assets and/or sustained profitability of the land and
development segment. An upgrade would also be conditioned upon
maintenance of robust liquidity, low leverage levels, the firm's
ability to continue managing its debt maturity profile, and further
improvements of unencumbered asset coverage of unsecured debt.
The secured debt rating, unsecured debt rating and preferred stock
ratings are sensitive to changes in iStar's Long-Term IDR as well
as changes to Fitch's assessment of iStar's liquidity profile and
asset coverage. In the event of further upward rating momentum for
the IDR, it is possible that the upward notching for the secured
debt and unsecured debt, relative to the IDR, could begin to
compress.
Fitch takes the following actions:
iStar Inc.
-- Long-term IDR upgraded to 'BB-' from 'B+';
-- Senior secured debt affirmed at 'BB+';
-- Senior unsecured debt affirmed at 'BB';
-- Preferred stock upgraded to 'B-' from 'CCC+/RR6'.
Fitch has assigned the following rating:
iStar Inc.
-- Senior unsecured debt 'BB(EXP)'.
The Rating Outlook has been revised to Stable from Positive.
According to the reports 'Global Non-Bank Financial Institutions
Rating Criteria' and 'Non-Financial Corporates Notching and
Recovery Ratings Criteria', Fitch typically assigns recovery
ratings to issues of non-bank financial institutions or corporates
with a Long-term IDR of 'B+' or lower. Since iStar's Long-term IDR
was upgraded to 'BB-' from 'B+', iStar's previous issue level
recovery ratings ('RR1' for the senior secured debt, 'RR2' for the
senior unsecured debt and 'RR6' for the preferred stock) have been
removed.
ITUS CORP: Meetrix Has 6.53% Stake as of July 28
------------------------------------------------
Meetrix Communications, Inc. directly owns 987,606 shares of common
stock of ITUS Corporation as of March 31, 2017, which constitutes
6.53 percent of the shares outstanding based on 15,120,239 shares
of common stock outstanding of the issuer as of July 28, 2017.
Starfighter Trust may be deemed to indirectly beneficially own the
shares of Common Stock owned by Meetrix by virtue of its ownership
of AVG GP, LLC, AVG Holdings, LP, AVG Ventures GP, LLC and AVG
Ventures, LP, which collectively, directly or indirectly, own a
controlling interest in Meetrix.
Adaptive Capital, LLC directly owns 108,000 shares of Common Stock.
First Light Trust may be deemed to indirectly beneficially own the
shares of Common Stock owned by Adaptive by virtue of its ownership
of 5D Holdings, LP and 5D Holdings GP, LLC, which collectively,
directly or indirectly, own all of the outstanding membership
interests of Adaptive.
Bruce P. Eames may be deemed to indirectly beneficially own the
shares of Common Stock owned by Meetrix and Adaptive by virtue of
the fact that he directs the investment decisions of Starfighter
and First Light and is a beneficiary of Starfighter and First
Light.
A full-text copy of the Schedule 13G as filed with the Securities
and Exchange Commission is available for free at:
https://is.gd/JUAgfQ
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- funds, develops,
acquires, and licenses emerging technologies in areas such as
biotechnology. Formerly known as CopyTele, the Company is
developing a platform called Cchek, a series of non-invasive, blood
tests for the early detection of solid tumor based cancers, which
is based on the body's immunological response to the presence of a
malignancy. CopyTele changed its name to "ITUS Corporation" on
Sept. 2, 2014, to reflect the Company's change in its business
operations.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the Company's consolidated financial
statements for the year ended Oct. 31, 2016, citing that the
Company has limited working capital and limited revenue-generating
operations and a history of net losses and net operating cash flow
deficits. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ITUS Corp reported a net loss of $5.01 million on $300,000 of total
revenue for the year ended Oct. 31, 2016, compared to a net loss of
$1.37 million on $9.25 million of total revenue for the year ended
Oct. 31, 2015. As of July 31, 2017, ITUS had $8.41 million in
total assets, $2.92 million in total liabilities and $5.48 million
in total shareholders' equity.
JAMES BUSCHENA: Bank of West Buying Murray Property for $808K
-------------------------------------------------------------
James Roland Buschena and Wendy Louise Buschena ask the U.S.
Bankruptcy Court for the District of Minnesota to authorize the
sale of their fee title interest in real property in Murray County,
Minnesota, to Bank of West for $807,500, to be credited against its
claims against the Debtors.
A hearing on the Motion is set for Oct. 5, 2017 at 10:00 a.m. The
objection deadline is Sept. 30, 2017.
The Property is legally described as NE 1/4 Sec 10, Twp 106, R 40;
EXC that part of said NE 1/4 described as following: commencing at
the NE corner of the NE 1/4 of Sec 10-106-40, thence South on the
east boundary line of said NE 1/4 at a distance of 958 feet to the
point of beginning; thence West and Parallel to the North boundary
line of said NE 1/4 a distance of 955 feet; thence south and
parallel to the West boundary of said NE 1/4 a distance of 412
feet; thence east and parallel to the North boundary line of said
NE 1/4 a distance of 405 feet; thence North and parallel to the
East boundary line of said NE 1/4 a distance of 110 feet; thence
East and parallel to the North boundary line of said NE 1/4 a
distance of 550 feet; thence North and parallel to the east
boundary line of said NE 1/4 a distance of 302 feet to the point of
beginning and there terminating.
The Debtors' interest in the Property is subject to the mortgages
of the Bank of the West, recorded in the Office of Murray County,
County Recorder and other encumbrances. There are no other
encumbrances on the Property other than (i) a lease entered into by
and between James Buschena and James Thovson, as amended, that
terminates Feb. 28, 2018; and (ii) potential real estate taxes.
The Debtors estimate that the value of the Property is $480,000.
The Bank disputed the Debtors' valuation and has proposed to
purchase the Property for $807,500. The Bank's purchase will be
made by crediting the amount of the purchase price against its
claims against the Debtors.
The Debtors have a good, sound business justification for the sale
of this parcel. The land values are at a historic all time high
and the Debtors must reduce their debt in order to achieve a
confirmable plan. The Bank is consenting to the sale, and thereby
Debtors have complied with Bankruptcy Code Section 363(f)(2).
There will be adequate notice of the sale and any party asserting
they are prejudiced by the Motion and/or the proposed sale of the
Property can object.
The sale of the Debtors' interest in the Property will be free and
clear of all liens, claims and encumbrances except for the Thovson
Lease. The Debtors intend to sell the Property to the Bank
pursuant to the Purchase Agreement. Subject to Court approval, the
sale will be closed on Oct. 13, 2017.
The Debtors believe the sale is in the best interest of all
creditors of the estate and should be approved. The Purchase
Agreement constitutes the highest and best offer for the Property,
and will provide a greater benefit for the estate than would be
provided by any other available alternative. Their determination
that the Purchase Agreement constitutes the highest and best offer
for the Property constitutes a valid and sound exercise of their
business judgment. Accordingly, the Debtors ask the Court to
approve the relief sought.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/James_Buschena_71_Sales.pdf
Counsel for Debtors:
David C. McLaughlin, Esq.
FLUEGEL, ANDERSON,
MCLAUGHLIN & BRUTLAG, CHTD.
25 NW 2nd St., Suite 102
Ortonville, MN 56278
Telephone: (320) 839-2549
E-mail: david.fhmab@midconetwork.com
James Roland Buschena and Wendy Louise Buschena sought Chapter 11
protection (Bankr. D. Minn. Case No. 16-32428) on Aug. 2, 2016.
The Debtors taooed David C. McLaughlin, Esq., at Gluegel Anderson
McLaughlin & Brutlag as counsel.
JOHN FITZGIBBON HOSP: Fitch Cuts Rating on $9.9MM Bonds to BB+
--------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following Saline
County Industrial Development Authority, MO bonds issued on behalf
of John Fitzgibbon Memorial Hospital (JFMH) to 'BB+' from 'BBB-':
-- $9.9 million health facilities refunding bonds, series 2010.
The Rating Outlook is revised to Stable from Negative.
SECURITY
The bonds are secured by a pledge on gross revenues, a mortgage on
certain hospital and nursing home property, and a debt service
reserve
KEY RATING DRIVERS
CONTINUED SOFTER PERFORMANCE: The downgrade reflects a drop in
unrestricted liquidity and second straight year of weaker financial
performance at JFMH. Audited FY17 (April 30 year-end) results show
a negative 3.9% operating margin and a thin 3.3% operating EBITDA
margin. While short-term issues related to physician turnover,
ramp-up for new physicians, and challenges at JFMH's nursing home
are driving the losses, the two years of missed budgets, the
ongoing operating challenges, and a drop in unrestricted liquidity
establish a credit profile more consistent with a 'BB+' rating
level.
DROP IN LIQUIDITY: JFMH has shed approximately $6 million in
unrestricted cash and investments from its balance sheet over the
last 15 months with unrestricted cash and investments falling to
$15.5 million at July 31, 2017 from $21.3 million at year-end FY16.
As a result cash-to-debt dropped below 100% and days cash on hand
fell 31 days to 114. JFMH's unrestricted liquidity is good at the
lower rating level.
MIXED DEBT BURDEN: Maximum annual debt service (MADS) as a
percentage of revenue was good at 3.5% relative to the 'BBB' median
of 3.6%, but debt to EBITDA was weaker at 6.3x relative to the
median of 4.3x, reflecting the weaker operating performance.
Capital needs are expected to remain manageable as JFMH has paid
$2.5 million of a $5 million clinical information technology update
project. The project will go live late this fall, and no other
large capital projects are expected in the next two years.
LEADING MARKET SHARE: JFMH maintained a leading inpatient market
position of 45% in Saline County in 2016, and has a relationship
with Boone Hospital Center (BHC; revenue bonds rated A). Offsetting
the good market share are JFMH's small physician staff (JFMH has an
active staff of 19 as of July 31, 2017) and the volatility in
performance when there is turnover in the physician staff.
RATING SENSITIVITIES
STABILITY EXPECTED: Fitch believes JFMH has a good measure of
financial flexibility at the current rating level. A return to
consistent profitability and sustained liquidity growth could lead
to positive rating momentum. A continued deterioration in
operations and liquidity, though not expected, would likely lead to
negative rating pressure.
JOHN Q. HAMMONS: Reids Buying Springfield Property $79K
-------------------------------------------------------
John Q. Hammons Fall 2006, LLC, and its affiliates, ask the U.S.
Bankruptcy Court for the District of Kansas to authorize the sale
nunc pro tunc to Sept. 5, 2017 of a residential lot located at Lot
7, Kingswood Phase II, Highland Springs, Greene County, Missouri,
commonly known as 5208 E. Whitehaven Dr., Springfield, Missouri, to
Casey Joseph Reid and April DeShea Reid for $79,000.
The Debtors in these chapter 11 cases consist of the Revocable
Trust of John Q. Hammons, Dated December 28, 1989 as Amended and
Restated ("Trust") and 75 of its directly or indirectly wholly
owned subsidiaries and affiliates. One of the assets owned by the
Trust is the Real Estate.
Great Southern Bank claims a lien on the Real Estate by virtue of
its Deed of Trust dated Aug. 21, 1995, recorded Aug. 22, 1995 in
the Green County, Missouri Recorder of Deeds Office as Document
Number 028071-95 in Book 2397 at Page 73.
By order entered Dec. 13, 2016, the Court granted the Debtors'
motion to reject a "Sponsor Entity Right of First Refusal
Agreement,
Dated September 16, 2005 and Agreement and Amendment, Dated
December 10, 2008" executed by and among JD Holdings, LLC ("JDH")
and Debtors ("ROFR"). JDH has stated in response to prior motions
to sell residential lots at the Highland Springs residential
development located in Springfield, Missouri that the ROFR is not
an interest in such lots, including but not limited to, the Real
Estate.
Other than the Deed of Trust and any real estate taxes currently
owing to Greene County, Missouri, there are no liens or other
encumbrances on the Real Estate. The Real estate taxes have
historically ranged from $1,500 to $1,600 per year.
The Trust previously engaged Broker Murney Associates to solicit
offers for the Real Estate. Based on its knowledge of the market
and the area, the Broker recommended that the Trust list the Real
Estate for sale at a list price of $79,000.
On June 14, 2017, the Trust received an offer to purchase the Real
Estate from the Purchasers for list price. After negotiating with
the Purchasers, the Trust and the Purchasers entered into a Real
Estate Contract. Under the terms of the Purchase Agreement, the
Purchasers agreed to pay $79,000 in cash for the Real Estate. The
Agreement provides that the sale is conditioned upon Court approval
and was set to close by Sept. 5, 2017.
The Purchase Agreement was signed by the Debtors at the same time
the Debtors executed purchase agreements for two other residential
lots in Highland Springs: 5553 S. Dunrobin, Springfield, Missouri
and 5234 E. Whitehaven Dr., Springfield, Missouri. They sought and
obtained approval for the sale of these two lots; however, due to
an oversight, they did not seek Court approval for the sale of the
Real Estate.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/John_Hammons_1300_Sales.pdf
On Sept. 5, 2017, on the mistaken belief that the Court had
approved the sale transaction, the Debtors and the Purchasers
closed on the sale of the Real Estate. At the Closing, Great
Southern Bank was paid $63,300 in satisfaction of its lien and the
Debtors received $9,878 ("Sale Proceeds"). The Debtors are
currently holding the Sale Proceeds in escrow as the Court has
directed with all prior sale orders.
On Sept. 12, 2017, the Debtors discovered that they had not
obtained Court approval for the sale of the Real Estate. They then
quickly prepared and filed the Motion. To avoid the irreparable
harm to the Purchasers that would result from unwinding the sale
and to provide the Purchasers with good title to the Real Estate,
the Debtors ask that the Court approves the sale of the Real Estate
to the Purchasers nunc pro tunc to Sept. 5, 2017.
The Debtors will continue to hold the Sale Proceeds pending further
order of the Court. In the past JDH has objected to each sale
motion filed by the Debtors in these cases, and the Debtors expect
that JDH will lodge an objection to the proposed sale.
One possible lien against the Real Estate is to secure current real
estate taxes owed. As set forth, those taxes are significantly
less than the sale price. Moreover, the taxes will be paid at
closing, thus extinguishing any such lien. Therefore, as to any
tax lien, Section 363(f) of the Bankruptcy Code is not implicated
because the sale will not be free and clear of any such tax lien,
but rather will result in the payment thereof at closing.
The Deed of Trust grants Great Southern Bank a lien on the Real
Estate. Pursuant to an agreement with Great Southern Bank, its
lien will be satisfied by payment to Great Southern Bank from the
sale of the Real Estate of the greater of 80% of the sale proceeds,
less standard closing costs or $50,000. Because Great Southern
Bank has consented to the transaction, the sale free and clear of
Great Southern Bank's lien is permitted.
On May 22, 2017, the Court held a hearing on the Debtors' Sale No.
2 Motion, which sought authority to sell another lot in the
Highland Springs subdivision. At the May 22 Hearing, counsel for
JDH stated on the record that JDH did not consider that lot subject
to the ROFR. Counsel for the Debtors then asked JDH for a list of
all properties which JDH claims are subject to the ROFR and counsel
for JDH responded that he would need to check with his client
before providing the Debtors with such a list. As of the date of
the Motion, JDH has not provided the list to the Debtors. The
Debtors anticipate that JDH will not include this Highland Springs
residential lot on its list and, as with prior motions to sell
Highland Springs residential lots, will not claim that the Real
Estate is subject to the ROFR. However, out of an abundance of
caution, the Debtors ask that the Court approve the sale free and
clear of the ROFR.
The Debtors ask that in the Order approving the sale, the Court
waives the 14-day waiting requirement of Rule 6004 so that, in
reliance on the Order approving the Motion, the Debtors and the
Purchasers can immediately close the sale transaction.
The Purchasers:
Casey Joseph and April DeShea Reid
4842 E. Eastmoor St.
Springfield, MO 65809
About John Q. Hammons Fall 2006
Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) --
http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016. The petitions were signed by Greggory
D. Groves, vice president.
At the time of filing, the Debtors estimated assets at $100 million
to $500 million and liabilities at $100 million to $500 million.
The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP. The Debtors' conflicts counsel is Victor F. Weber,
Esq., at Merrick Baker and Strauss PC.
The Debtors engaged BMC Group, Inc., as their notice, claims, and
balloting agent; and Alvarez & Marsal Valuation Services, LLC as
appraiser.
JOURNEY HOSPICE: Creditors Seek Appointment of Chapter 11 Trustee
-----------------------------------------------------------------
Thomas E. Reynolds, as Receiver for Journey Healthcare, LLC, and
Regions Bank ask the U.S. Bankruptcy Court for the Northern
District of Alabama to direct the appointment of a Chapter 11
Trustee to administer the bankruptcy estate of Journey Hospice Care
of Houma, Louisiana, LLC.
The Movants request for the appointment of a chapter 11 trustee to
do the following until the time as the Adversary Proceeding is
resolved or a Plan is confirmed:
(a) Immediately take possession and control of the Debtor's
assets, manage any corresponding liabilities, and act for the
benefit of the Debtor's estate;
(b) Take any and all actions reasonably necessary to protect
and preserve the value of the Debtor's assets; and
(c) Take such other acts as may be appropriate and beneficial
to the Estate in the business judgment of the trustee.
The Movants assert that the appointment of a chapter 11 trustee is
warranted for at least the following reasons:
(a) The Debtor was a party to blatant fraudulent transfers
from related entities shortly before filing this bankruptcy case,
and has failed to voluntarily unwind the transfers. These
fraudulent transfers are the subject of Adversary Proceeding,
Thomas E. Reynolds v. Journey Hospice Care of Houma, La., LLC, Case
No. 16-00075-TOM.
(b) The Debtor is paying exorbitant, above-market management
fees to Journey Hospice Holdings, LLC, an affiliated entity with
ownership identical to that of the Debtor. Since the Petition date,
the management fees paid by the Debtor to its affiliate, Journey
Holdings, total $627,509. Additionally, the management fee ratio
being paid by the Debtor substantially exceeds the management fee
ratio being paid by the Debtor's peers in Louisiana and across the
Southeastern United States -- which suggests that perhaps funds are
being siphoned to the Debtor's insiders under the guise of
management fees.
(c) Substantially all of the Debtor's revenues are paid to
Journey Holdings as its management company, and there appear to be
no controls in place to ensure that the Debtor is being credited
with all revenues that it earns.
(d) The Debtor has violated the Bankruptcy Code by paying
pre-petition claims of creditors of at least $95,185, without court
approval.
(e) The Debtor has violated the Bankruptcy Code by hiring and
paying professionals without court approval, which, to date, total
in excess of $15,855.
(f) The Debtor is incapable of fulfilling its fiduciary duties
to creditors, especially its two major creditors, because it is
under the control of insiders who are in litigation with the
Movants and thus have a substantial conflict of interest.
(g) The Debtor has failed, after more than fourteen months, to
file a plan of reorganization and disclosure statement, and to
fulfill its most basic duties as a debtor-in-possession. Under the
circumstances, it is highly unlikely the Debtor can or will propose
a confirmable plan.
(h) The Debtor has consistently failed to comply with its
reporting and other basic duties as a DIP by timely filing
operating reports, bank statements, proof of insurance, and other
information prompting the Bankruptcy Administrator to file multiple
motions to convert/dismiss.
Accordingly, the Movants assert that the appointment of a neutral
and an independent chapter 11 trustee is immediately necessary to
operate the Debtor's business, to safeguard and maintain the
Debtor's assets, to protect creditors from seeing their interests
further transferred, diluted and harmed, until such time as it is
determined in the Adversary Proceeding which faction is entitled to
ownership and control the Debtor's assets and operations, or a plan
of reorganization is confirmed.
Counsel for Regions Bank:
N. Chris Glenos, Esq.
BRADLEY ARANT BOULT CUMMINGS LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, Alabama 35203
Telephone: (205) 521-8000
Facsimile: (205) 521-8500
Email: cglenos@bradley.com
Counsel for Thomas H. Reynolds:
William Dennis Schilling, Esq.
P.O. Box 55147
Birmingham, AL 35255-5147
Telephone: 205-328-0464
Facsimile: 205-328-6996
Email: wdschilling@bham.rr.com
About Journey Hospice Care
Journey Hospice Care of Houma, Louisiana, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
16-02556) on June 23, 2016. The petition was signed by April H.
Rice, managing member.
The case is assigned to Judge Tamara O Mitchell.
At the time of the filing, the Debtor disclosed $486,081 in assets
and $6.63 million in liabilities.
The Debtor is operating its businesses and managing its assets as
debtor-in-possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been appointed in the
Debtor's bankruptcy case.
The Debtor has employed C. Taylor Crockett as its bankruptcy
counsel and Gordon, Dana & Gilmore, LLC as special counsel.
JRD CONTRACTING: 3-Member Unsecured General Creditors Panel Named
-----------------------------------------------------------------
The Hon. Henry A. Callaway of the U.S. Bankruptcy Court for the
Southern District of Alabama ordered on Sept. 14 the appointment of
four creditors to serve on the official committee for the unsecured
general creditors in the Chapter 11 case of JRD Contracting, Inc.
The committee members are:
(1) Woodson and Creswell
Attn: David G. Woodson
P.O. Box 503
Camden, AL 36726
Tel: (334) 682-9263
(2) Hicks Service Station, Inc.
Attn: Joe Hicks, Jr.
P.O. Box 130
Pine Hill, AL 36769
Tel: (334) 963-4460
(3) McKinley Tire Sales and Service, Inc.
Attn: David P. McKinley
470 Greenville Bypass
Greenville, AL 36037
Tel: (334) 382-7777
Fax: (334) 382-5944
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 JRD Contracting
JRD Contracting & Land Clearing, Inc. and JRD Contracting, Inc.,
specialize in highway and street construction. The Debtors sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ala. Case Nos. 17-03032 and 17-03034) on August 14, 2017. John R.
Dailey, Jr., president, signed the petitions.
Robert M. Galloway, Esq., at Galloway, Wettermark, Everest &
Rutens, LLP, serves as the Debtor's bankruptcy counsel.
At the time of the filing, JRD Contracting & Land Clearing
disclosed that it had estimated assets of less than $1 million and
liabilities of $1 million to $10 million. Meanwhile, JRD
Contracting Inc. had estimated assets of less than $500,000.
JRD CONTRACTING: 4-Member Creditors Panel Named for Land Clearing
-----------------------------------------------------------------
The Hon. Henry A. Callaway of the U.S. Bankruptcy Court for the
Southern District of Alabama ordered on Sept. 14 the appointment of
four creditors to serve on the official committee for the unsecured
general creditors in the Chapter 11 case of JRD Contracting & Land
Clearing, Inc.
The committee members are:
(1) Town-Country National Bank
Attn: Richard A. Wright
P.O. Box 458
Camden, AL 36726
Tel: (334) 682-4155
Fax: (334) 682-9798
(2) Hicks Service Station, Inc.
Attn: Joe Hicks, Jr.
P.O. Box 130
Pine Hill, AL 36769
Tel: (334) 963-4460
(3) H. O. Rogers Oil Co., Inc.
Attn: Buford A. Gavin, Vice-President
P.O. Box 459
Camden, AL 36726
Tel: (334) 682-4519
Fax: (334) 682-4446
(4) Foshee Trucking, Inc.
Attn: Eugene C. Foshee, Jr.
P.O. Box 240278
Montgomery, AL 36124
Tel: (334) 300-3050
Fax: (334) 215-7075
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 JRD Contracting
JRD Contracting & Land Clearing, Inc. and JRD Contracting, Inc.,
specialize in highway and street construction. The Debtors sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ala. Case Nos. 17-03032 and 17-03034) on August 14, 2017. John R.
Dailey, Jr., president, signed the petitions.
Robert M. Galloway, Esq., at Galloway, Wettermark, Everest &
Rutens, LLP, serves as the Debtor's bankruptcy counsel.
At the time of the filing, JRD Contracting & Land Clearing
disclosed that it had estimated assets of less than $1 million and
liabilities of $1 million to $10 million. Meanwhile, JRD
Contracting Inc. had estimated assets of less than $500,000.
KABBALAH TAXI: Seeks Authorization to Use BFCU Cash Collateral
--------------------------------------------------------------
Kabbalah Taxi Inc. and its affiliates seek authorization from the
U.S. Bankruptcy Court for the District of New Jersey to use cash
collateral to preserve its assets so as to maintain and maximize
its value for the benefit of all parties-in-interest.
The Debtors are in the business of owning, and in most cases,
leasing taxicab medallions. Each of the Debtors' primary assets
are two medallions issued by the New York City Taxi and Limousine
Commission. Each medallion is valued at approximately $200,000.
These Medallions permit the Debtors, and/or its lessees and
sublessees, to perform taxi services. The Debtors also have
possession of or access to certain vehicles that are operated with
the permission granted through the Medallions.
Each of the Debtors entered into a promissory note with Bethpage
Federal Credit Union. The Debtors' indebtedness under each of the
Notes is secured by each of the Debtor's respective medallions,
specifically:
Debtor Collateral
------ ----------
Kabbalah Taxi Inc. 8M12/8M13
Barcelona Taxi Inc. 5H71/5H72
Devil Dog Taxi LLC 6V23/6V24
Diamond Castle Taxi Inc. 3P91/3P92
Ferco Hacking Corp. 8V12/8V13
Geneva Taxi Inc. 5H79/5H80
Gstaad Taxi LLC 4G52/4J62
Maserati Taxi Inc. 2G78/2G79
Monte Carlo Taxi Inc. 6J58/6J59
Provance Taxi Inc. 2G80/2G81
Smirnoff Taxi Inc. 7N29/8N36
Sshri Trans Corp 7H25/7H26
Young Cab Corp. 2P90/2P91
In addition to the Medallion Collateral, Bethpage Federal Credit
asserts a blanket lien on certain of the Debtors' other assets.
Moreover, Bethpage Federal Credit alleges that Evgeny Freidman
personally guaranteed each of the Debtors' obligations in
connection with the Notes.
The Debtors' believe that Bethpage Federal Credit will be
adequately protected during the pendency of the Debtors' bankruptcy
cases because there is nothing to suggest that there will be any
diminution in the value of Bethpage Federal Credit's collateral
during the reorganization process. The Debtors assert that the
medallions, unlike most types of collateral, will not depreciate as
a result of the use thereof. Finally, the Debtors claim that
Bethpage Federal Credit is also protected by the Guarantees of the
Debtors' principal. Accordingly, the Debtors contend that Bethpage
Federal Credit is adequately protected.
Moreover, on a going-forward basis the Debtors are also agreeable
to turning over to Bethpage Federal Credit revenues it generates
from the leasing of the medallions. The Debtors receive $1,300 per
month per medallion in income, and as such, the Debtors also
propose to pay $1,300 per medallion per month to Bethpage Federal
Credit in debt service payments while the case is pending.
However, if Bethpage Federal Credit is not agreeable to the terms
of the proposed Order, the Debtors are prepared to demonstrate that
Bethpage Federal Credit will be adequately protected without the
debt service payments and that the Debtors' use of the medallions
will not result in any diminution in Bethpage Federal Credit's
interest therein.
The pertinent terms of the proposed Order include the following:
(a) The Debtors will be authorized to use the collateral of
Bethpage Federal Credit, including the Medallions.
(b) As adequate protection for use of the Collateral, Bethpage
Federal Credit will be granted a replacement perfected security
interest only to the extent such use results in a diminution of its
interest in the Collateral only to the extent such prepetition
liens are valid and with the same priority in the postpetition
collateral and proceeds thereof of the Debtors that Bethpage
Federal Credit held in the prepetition Collateral.
(c) The Debtors will maintain all necessary insurance as
required by the Loan Documents or pursuant to any such rule and
regulation of the New York City Taxi & Limousine Commission.
(d) To the extent that the adequate protection provided is
insufficient to protect Bethpage Federal Credit's interest in the
cash collateral, Bethpage Federal Credit will have a super priority
administrative expense claim, senior to any and all claims against
the Debtors, subject only to fees of the U.S. Trustee.
(e) The Debtors will remit to Bethpage Federal Credit the Debt
Service Payments each calendar month (commencing in September
2017), which Debt Service Payments will total in the aggregate,
with respect to all of the Debtors, $33,800 per month.
A full-text copy of the Debtor's Motion, dated Aug. 30, 2017, is
available at https://is.gd/hdAXiu
About Kabbalah Taxi
Kabbalah Taxi Inc., et al., are in the business of owning, and in
most cases, leasing taxicab medallions. Each of Kabbalah Taxi, et
al.'s primary asset are the two medallions issued by the New York
City Taxi and Limousine Commission. These medallions permit
Kabbalah Taxi, et al., and/or its lessees and sublessees, to
perform taxi services. Kabbalah Taxi, et al., also have possession
of or access to certain vehicles that are operated with the
permission granted through the medallions.
Kabbalah Taxi Inc. and certain of its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case
No. 17-27566) on Aug. 30, 2017. Evgeny A. Freidman, president,
signed the petitions.
The debtor-affiliates are Barcelona Taxi Inc., Devil Dog Taxi LLC,
Diamond Castle Taxi Inc., Ferco Hacking Corp., Geneva Taxi Inc.,
Gstaad Taxi LLC, Maserati Taxi Inc., Monte Carlo Taxi Inc.,
Provance Taxi Inc., Smirnoff Taxi Inc., Sshri Trans Corp., and
Young Cab Corp.
At the time of the filing, Kabbalah Taxi estimated assets of less
than $500,000 and liabilities of $1 million to $10 million.
Vincent F. Papalia presides over the cases.
The Debtors hired Trenk, DiPasquale, Della Fera & Sodono, P.C. as
legal counsel; and Cole Schotz, P.C., and Fox Rothschild LLP as
special litigation counsel.
KANAWHA INSURANCE: S&P Lowers CCR to 'BB+', Outlook Negative
------------------------------------------------------------
S&P Global Ratings said it lowered its long-term counterparty
credit and financial strength ratings on Kanawha Insurance Co. to
'BB+' from 'BBB'. The outlook is negative.
The downgrade reflects the significant strain on Kanawha Insurance
Co.'s capitalization in 2016 as the company reassumed the risks of
a terminated reinsurance contract with Humana Insurance Co. The
company also increased aggregate reserves by $768 million, of which
$544 million was devoted to its closed block of long-term care
insurance. Actuaries determined the block is demonstrating longer
life expectancies and longer claims duration. These factors,
coupled with a lower interest rate environment, resulted in a need
to strengthen reserves. To offset the significant increase in
reserves, Humana Inc. made a $535 million capital contribution that
increased capital and surplus to $147 million. Overall, capital and
earnings have demonstrated significant volatility year over year.
S&P said, "Capital as of year-end 2016 declined to minimal
redundancy at the 'BBB' level per our risk-based capital model,
from 'AAA' capital in the prior year.
"As of year-end 2016, the company reported a pretax operating loss
of $531 million, compared to a pretax loss of $10 million as of
year-end 2015. A component of the large variance in earnings is
attributable to a ceded reinsurance agreement with Humana Insurance
Co. that was terminated effective Jan. 1, 2016. As of June 30,
2017, the company continued to demonstrate losses, reporting $13.5
million in pretax losses. Looking forward, we expect sustained
performance headwinds, and capital to be deficient at the 'BBB'
level as the company continues to assume risks on its books
associated with its voluntary insurance product segments.
"The negative outlook reflects our expectation that Kanawha will
continue to face performance headwinds in the next 12 months as it
remains in run-off status and remains susceptible to capital and
earnings volatility, most specifically in its closed block of
long-term care business. In our view, Kanawha's re-assumption of
the risk associated with this block of business that had been
previously ceded to Humana Inc. and reserve-strengthening measures
are the primary drivers of this increased volatility. This will
result in capital being deficient at the 'BBB' level per our
risk-based capital model.
"We may lower our rating in the next 12 months if capital adequacy
becomes more than 15% deficient at the 'BBB' level per our model. A
downgrade could also occur if the company's long-term care business
requires further significant reserve strengthening or if operating
performance remains negative for a sustained period.
"We may affirm the current rating within the next 12 months if
Kanawha meets our expectations for operating performance in
2017-2018. Under this scenario, the company would demonstrate
capital and earnings stability with an adequate capital cushion at
the 'BBB' level and total adjusted capital of approximately $150
million."
KATY INDUSTRIES: Needs More Time to Review Claims, File Plan
------------------------------------------------------------
Katy Industries, Inc. and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for a 90-day extension of the
exclusivity periods for filing a chapter 11 plan and soliciting
acceptances of the plan, through December 11, 2017 and February 8,
2018, respectively.
Any responses to the Debtors' Motion must be filed on or before
September 25, and will be considered by the Court, together with
the Debtors' Motion, at a hearing for November 2 at 3:00 p.m.
On the Petition Date, the Debtors filed a motion seeking, among
other things, authority to sell substantially all of their assets.
On July 18, 2017, the Court entered an order approving the Sale to
Jansan Acquisition, LLC. The Sale closed on July 21.
Under the asset purchase agreement, as part of the aggregate
purchase price for the assets sold in the Sale, the Purchaser
provided to the Debtors a sum of $765,000 in cash as Wind-Down
Reserve to enable the Debtors to fund the administration of these
chapter 11 cases and the orderly wind-down of the bankruptcy
estates. The unused amounts remaining in the Wind-Down Reserve
would be used to fund the chapter 11 plan.
Since the Sale closed and the post-Sale transition is almost
complete, the Debtors relate they are now focusing their efforts to
wind down their estates, and do not anticipate an unduly long and
drawn out bankruptcy and plan process.
Moreover, on July 25, 2017, the Committee filed a seven-count
adversary complaint against, among others, the Debtors' prepetition
second lien lender, the Purchaser, and one of the Debtors' former
directors. That case is captioned, Unsecured Creditors of Katy
Indus., Inc. v. Victory Park Capital Advisors LLC (In re Katy
Indus., Inc.), AP No. 17-50937 (KJC) (D. Del. Bankr. July 25,
2017). The deadline to file an answer or other responsive pleading
was set for September 12.
In the Adversary Complaint, the Committee objects and seeks to
subordinate and re-characterize a portion of the Debtors' second
lien debt as well as to recover amounts equal to the disallowed
claims. The Committee also alleges a breach of fiduciary duty by
one of the Debtors' former directors and seeks damages as a result
of such breach.
The Debtors contend that any recovery from the prosecution of the
Adversary Proceeding would fund the distributions to the general
unsecured creditors under the chapter 11 plan. Therefore, the
Debtors assert that the disposition and outcome of the Adversary
Proceeding is a key factor in the Debtors' formulation of the
chapter 11 plan.
The Court, by an order entered on August 14, 2017, established,
among other things, (a) a deadline of October 9, 2017, for filing
general proofs of claim, including claims arising under section
503(b)(9) of the Bankruptcy Code, (b) an initial administrative
claims bar date of October 9, 2017, for asserting administrative
claims that arose between the Petition Date and the Sale Closing,
and (c) a governmental claims bar date of November 10, 2017.
The Debtors expect to pursue confirmation of a plan in these
chapter 11 cases soon after the expiration of the bar dates. The
Debtors believe the requested extension will allow them sufficient
time to propose and negotiate a consensual plan of liquidation in
these chapter 11 cases.
About Katy Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, and its wholly-owned direct
and indirect subsidiaries ("Company"), were organized as a Delaware
corporation in 1967. The Company is a well-known manufacturer,
importer, and distributor of commercial cleaning and consumer
storage products as well as a contract manufacturer of structural
foam products. It distributes its products across the United
States and Canada. It is best known for such brands as
Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico,
Tuffbin, and SilverWolf, among many others.
The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri.
Katy Industries, Inc., and its affiliates filed a voluntary
petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 17-11101) on May 14, 2017. The petitions were signed by
Lawrence Perkins, chief restructuring officer.
Katy Industries disclosed $821,321 in assets and $58,421,346 in
liabilities.
Stuart M. Brown, Esq., at DLA Piper LLP (US) represent the Debtors
as bankruptcy counsel. The Debtors hired JND Corporate
Restructuring as their claims and noticing agent.
On July 31, 2017, the Office of the U.S. Trustee formed a committee
of retirees. The Retirees' Committee hired Womble Carlyle Sandridge
& Rice, LLP as legal counsel.
KB HOME: Fitch Affirms B+ IDR & Revises Outlook to Positive
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of KB
Home (KBH) at 'B+'. Fitch has also upgraded the company's unsecured
debt rating to 'BB-/RR3' from 'B+/RR4'. The Rating Outlook has been
revised to Positive from Stable.
The ratings for KBH are based on the company's geographic
diversity, customer and product focus, conservative building
practices and effective utilization of return on invested capital
criteria as a key element of its operating model. The company's
largely presale strategy also reduces the risk of excess
inventory.
The revision of the Outlook to Positive from Stable reflects
Fitch's expectation of continued deleveraging trends, driven by the
company's strong revenue growth, improving profitability, and debt
paydown.
KEY RATING DRIVERS
Top Six Homebuilder with Reasonable Geographic and Customer
Diversity: KB Home was the sixth largest homebuilder in 2016, 2015,
and 2014, and had been consistently among the top five builders
from 2004-2013. The company operates in 36 markets across seven
states and has a top 10 position in 13 of the 50 largest metro
markets in the U.S. and a top five position in half of the markets
it operates in. During the second quarter of 2017, management
estimates that about 50% of its homes were directed to the
first-time homebuyer, 24% to first move-up, 12% to second move-up,
and 14% to the active adult segment. For the first six months of
fiscal year 2017 (FY17), 27.8% of home deliveries and 45.2% of
housing revenues were generated from the state of California. As of
May 31, 2017, about 51% of KB Home's inventory was located in
California.
Improving Financial Results: KB Home's homebuilding revenues during
the first six months of FY17 (ending May 31, 2017) increased 22.4%
to $1.82 billion as home deliveries improved 12.2% to 4,804 homes
and the average selling price advanced 8.8% to $376,100.
Homebuilding gross profit margin (excluding inventory and land
option charges) decreased about 60 basis points (bps) during the
2017 year-to-date (YTD) period to 15.6% due to higher land and
construction costs (primarily labor costs). SG&A as a percentage of
housing revenues declined 140 bps to 10.9% for the first six months
of FY17. The company reported homebuilding operating income of
$74.8 million during the FY17 YTD period, up from $44.9 million
during the same period last year. Fitch expects revenues will grow
17%-19% and gross margins decline slightly while SG&A as a
percentage of revenues improve modestly in 2017.
Activation of Mothballed Assets A Margin Headwind But Aids Cash
Flow: KB Home has been reactivating previously mothballed
communities. During first-quarter 2012, the company had about $737
million of land held for future development or sale, accounting for
about 43% of its total inventory. As of second-quarter 2017, land
held for future development or sale has declined to approximately
$396 million or about 11% of total inventory. Management indicated
that during second-quarter 2017, about 12% of its housing revenues
were from communities that have been reactivated. The gross margins
from home deliveries from reactivated communities are lower and
management estimates that these deliveries reduced overall gross
margins by about 70 bps. Nevertheless, the reactivation of
previously mothballed communities allows the company to monetize
these assets and use the cash flow to invest in assets that could
generate higher returns.
Credit Metrics Improving but Remain Weak: KB Home's net debt to
capitalization ratio (excluding $175 million of cash classified by
Fitch as restricted for working capital and general liquidity)
declined from 77% at FYE13 to 60% at FYE14, 57% at FYE15, and 56.3%
at FYE16. This ratio was 56.9% as of May 31, 2017. Total debt to
capitalization declined from 80% at FYE13 to 61.8% at FYE14, 60.8%
at FYE15, 60.5% at FYE16, and 58.6% at May 31, 2017. Fitch expects
net debt to capitalization will be about 53% at FYE17 and approach
50% at FYE18. The company has a target (mid-term) net debt to
capitalization ratio of 40%-50%.
Debt-to-EBITDA has improved from 8.4x at FYE15 to 6.9x at FYE16 and
5.8x for the latest 12 months (LTM) period ending May 31, 2017.
Funds from operations (FFO) adjusted leverage was 6.4x at FYE16 and
5.7x for the LTM period ending May 31, 2017. Interest coverage rose
from 1.7x at the end of FY15 to 2.3x at FYE16 and 2.3x for the May
31, 2017 LTM period. Fitch expects these credit metrics will
improve further during FYE17 and FYE18.
Land Position: As of May 31, 2017, KB Home controlled 45,085 lots,
of which 80% were owned and the remaining 20% controlled through
options. Total lots controlled declined 4.6% year-over-year (YOY)
as its owned land position fell about 6.5% while lots controlled
through options grew approximately 3.5% YOY. KB Home's controlled
land position is below the average for the homebuilders in Fitch's
coverage but its owned land position is modestly higher. Based on
LTM closings, KB Home controlled 4.4 years of land and owned 3.5
years of land. By comparison, homebuilders in Fitch's coverage
controlled, on average, about 5.3 years of land and owned a roughly
three-year supply.
Land and development spending totalled $1.36 billion in FY16
compared with $968 million in FY15, $1.46 billion during FY14,
$1.14 billion in FY13 and $564.9 million during FY12. For the first
six months of FY17, the company spent $707 million on land and
development activities, flat compared with the same period last
year. Fitch expects KB Home's spending will be modestly higher this
year compared to the $1.36 billion spent in FY16. Nevertheless,
Fitch expects KBH will generate cash flow from operations (CFFO) of
$100 million to $150 million during FY17.
Housing Recovery Continues: Fitch projects total housing starts
will expand 3% in 2017 as single-family starts increase 8.5% and
multi-family volume falls 8% in 2017. New and existing home sales
should advance 10% and 2%, respectively. Fitch expects further
improvement in 2018, including total starts growing 5%, new home
sales increasing 8% and existing home sales improving 1.5% for the
year.
There has been some lessening of affordability as the upcycle in
housing has matured. U.S. home prices have been on an upward
trajectory in recent years and mortgage rates have also risen since
the U.S. elections (but have settled lower during the past few
months). The National Association of Realtors' Housing
Affordability Index has declined from 168.7 in October 2016 to
144.5 in June 2017. Nevertheless, affordability is still positive
despite home price appreciation and higher interest rates as wage
growth has also been improving, albeit at a meaningfully slower
pace. Regionally, the index in the West was 105.3, down from 115.4
a year ago, as the median home price grew almost 7.5% while the
median family income only increased 1.9%. The index was 150.5 in
the Northeast (down from 156.3 a year ago), 177.3 in the Midwest
(compared with 192.9 in June 2016) and 144.5 in the South (down
from 157.7 a year ago).
DERIVATION SUMMARY
KB Home's Issuer Default Rating of 'B+' is supported by the
company's size, geographic diversity, customer and product focus
and conservative building practices. The company has weaker credit
metrics (particularly higher leverage) than most of its peers,
including M/I Homes (B+/Positive) and Meritage Homes Corporation
(BB/Stable). However, KB Home is larger than these two competitors
and is more geographically diversified. KB Home is the sixth
largest homebuilder in the U.S., delivering 9,829 homes during its
FY16. The company has operations in 36 markets across seven states
and has a top 10 position in 13 of the 50 largest metro markets in
the U.S and a top 5 position in half of the markets it operates in.
While KB Home's customer and product focus is diversified, it has
heavier weighting to the first time homebuyer segment.
Additionally, the company has meaningful exposure to the state of
California.
The company generally does less speculative building of homes than
almost all of its peers, which is a low risk approach to
homebuilding. KB Home is also one of a handful of public
homebuilders that designs and builds energy efficient homes as a
way of differentiating its homes from other homebuilders' product
and existing homes for sale.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Total housing starts increase 3% (single-family starts improve
8.5%) in 2017 and 5% (single-family starts advance 7.5%) in
2018;
-- KB Home's homebuilding revenues increase 17%-18% in fiscal
2017 and grows high single-digits in fiscal 2018;
-- The company's net debt to capitalization settles below 55% at
FYE17 and around 50% at FYE18 while debt to EBITDA is
approximately 5x at FYE17 and 4.5x at FYE18;
-- Land and development spending in fiscal 2017 is modestly
higher than the $1.36 billion spent in fiscal 2016;
-- KB Home generates cash flow from operations of $100 million to
$150 million in fiscal 2017.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- KB Home's IDR may be upgraded to 'BB-' if the company shows
further steady improvement in credit metrics (such as net debt
to capitalization ratio consistently at or below 50%), while
maintaining a healthy liquidity position (in excess of $500
million in a combination of cash and revolver availability)
and continues generating consistent positive cash flow from
operations as it improves its profitability and/or moderates
its land and development spending.
-- The Rating Outlook may be revised to Stable if the company's
credit metrics do not improve further in the next 12-18
months, including net debt to capitalization sustained around
55%.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- There is sustained erosion of profits due to either weak
housing activity, meaningful and continued loss of market
share, and/or ongoing land, materials and labor cost pressures
(resulting in margin contraction and weakened credit metrics,
including net debt to capitalization sustained above 55%) and
KB Home maintains an overly aggressive land and development
spending program that leads to consistent negative cash flow
from operations, higher debt levels and diminished liquidity
position. In particular, Fitch will be focused on assessing
the company's ability to repay debt maturities with available
liquidity and internally generated cash flow.
LIQUIDITY
Solid Liquidity Position: As of May 31, 2017, KB Home had
unrestricted cash of $348.6 million and no cash borrowings under
its $275 million revolving credit facility that matures in August
2019. (As of May 31, 2017, the company had $242.6 million of
borrowing availability under the facility.) In July 2017, KB Home
amended the revolving credit facility and increased the amount to
$500 million and extended the maturity to July 2021.
Meaningful Debt Maturities: The company has meaningful debt
maturities during the next three years, including $165 million of
senior notes in 2017, $300 million of senior notes in 2018 and $630
million of senior notes in 2019. In January 2017, the company
redeemed $100 million of its $265 million senior notes due
September 2017. KB Home expects to repay the remaining balance of
$165 million with cash on hand. The company has shown the ability
to access the capital markets in the past and Fitch expects KB Home
will refinance a portion of these maturities as their due dates
approach.
Cash Flow Generation: KB Home generated CFFO of $291.5 million for
the May 31, 2017 LTM period after reporting CFFO of $188.7 million
during FY16 and CFFO of $181.2 million during FY15. Fitch expects
the company will generate CFFO of $100 million-$150 million during
FY17.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following rating:
KB Home
-- Long-term IDR at 'B+'.
Fitch has also upgraded the following rating for KB Home:
-- Senior unsecured debt to 'BB-/RR3' from 'B+/RR4';
The Rating Outlook has been revised to Positive from Stable.
KEYPOINT GOVERNMENT: Moody's Withdraws B3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of KeyPoint
Government Solutions, Inc. including the B3 corporate family rating
and stable outlook.
RATINGS RATIONALE
Moody's has withdrawn all of KeyPoint's ratings as the company's
rated debts have been repaid.
Ratings Withdrawn:
Corporate Family Rating at B3
Probability of Default Rating at Caa1-PD
$15 Million Senior Secured First Lien Revolving Credit Facility due
2022 at B3 (LGD3)
$250 Million Senior Secured First Lien Term Loan due 2024 at B3
(LGD3)
Outlook at Stable
KeyPoint Government Solutions, Inc. provides background security
clearance and other services to US government agencies. Revenues in
2016 were approximately $237 million. KeyPoint has been controlled
by private equity sponsor Veritas Capital since 2009.
KRATOS DEFENSE: S&P Raises CCR to 'B' on Expected Debt Repayment
----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Kratos
Defense & Security Solutions Inc. to 'B' from 'B-'. The outlook is
positive.
S&P said. "At the same time, we raised our issue-level rating on
the company's secured notes to 'B' from 'B-'. The '4' recovery
rating remains unchanged, indicating our expectation for average
(30%-50%; rounded estimate: 30%) recovery in the event of a payment
default.
"The upgrade reflects our expectation that Kratos will use a
material portion of the proceeds from its recent equity issuance to
reduce its debt, which will materially improve the company's credit
metrics. On Sept. 13, 2017, the company closed a public offering of
its common stock, which provided it with $186 million of net
proceeds. We believe that the expected reduction in the company's
debt, combined with an increase in its earnings as its new programs
ramp up, will likely lead to a substantial improvement in its
credit metrics, including a debt-to-EBITDA metric of less than 5x
by the end of 2017 (down from around 17x in 2016). This will be the
second time this year that the company has used the proceeds from a
stock sale to reduce its debt (Kratos paid down $62 million of its
senior secured notes in March 2017).
"The positive outlook on Kratos reflects our expectation that the
company's revenue and earnings will increase as it ramps up the new
programs in its unmanned systems segment. We anticipate that the
company's debt-to-EBITDA will decline below 5x in 2017 before
improving further in 2018. However, there is some uncertainty about
the pace of this improvement.
"We could raise our ratings on Kratos during the next year if the
company is able to maintain a FOCF-to-debt ratio of more than 5%
and debt-to-EBITDA of less than 5x for a sustained period. This
could occur if the company increases the revenue from its existing
business and posts a consistent performance in its new unmanned
vehicle programs, leading its profitability and cash flow to
improve. We could also raise our ratings if the company further
reduces its debt through an equity issuance or divestitures.
"We could revise our outlook on Kratos to stable during the next
year if the company's performance on its new programs is weaker
than we expect or if there are delays in the receipt of new
contract awards. Specifically, we could revise our outlook to
stable if the company's EBITDA remains depressed, leading its
debt-to-EBITDA to stay above 5x or its FOCF to remain negative for
a sustained period."
LADENBURG THALMAN: Egan-Jones Withdraws B+ Unsec. Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2017, withdrew its 'B+'
senior unsecured ratings on debt issued by Ladenburg Thalmann
Financial Services Inc.
Ladenburg Thalmann Financial Services Inc. operates as a financial
services company based in Miami, Florida. The Company, through its
subsidiaries, provides independent broker-dealer, asset management,
wholesale insurance brokerage, investment, and trust services.
LAS UVAS VALLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Las Uvas Valley Dairies, a New Mexico General Partnership
dba Las Uvas Valley Dairy
HCR Box 400
Hatch, NM 87937
Business Description: Founded in 1998, Las Uvas Valley Dairies
operates a dairy farm at 1261 Hilburn
Road, Hatch, NM 87937, Dona Ana County.
A Section 341(a) meeting of creditors of
the Company will be held on Oct. 12, 2017
at 11:00 a.m. at Albuquerque: 500 Gold Ave
SW, Room 12411.
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 0000
Chapter 11 Petition Date: September 15, 2017
Case No.: 17-12356
Court: United States Bankruptcy Court
District of New Mexico (Albuquerque)
Judge: Hon. David T. Thuma
Debtor's Counsel: James A Askew, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW, Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Fax: 505-717-1494
Email: jaskew@askewmazelfirm.com
- and -
Bonnie P. Bassan, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW; Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Fax: 505-717-1494
Email: bonniebassan@askewmazelfirm.com
- and -
Daniel J Behles, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW, Ste. 1
Albuquerque, NM 87102
Tel: 505-433-3097
Fax: 505-717-1494
Email: danbehles@askewmazelfirm.com
- and -
Edward Alexander Mazel, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW, Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Email: edmazel@askewmazelfirm.com
- and -
George M Moore, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW; Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Fax: 505-717-1494
Email: georgemoore@askewmazelfirm.com
- and -
Jacqueline Ortiz, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Email: jortiz@askewmazelfirm.com
- and -
Daniel Andrew White, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW, Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Fax: 505-717-1494
Email: dwhite@askewmazelfirm.com
Debtor's
Accountant: Gary Genske
GENSKE MULDER & CO
Estimated Assets: $100 million to $500 million
Estimated Debts: $10 million to $50 million
The petition was signed by Dean Horton, general partner. A
full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nmb17-12356.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Ag Sure Insurance $138,500
Alta Genetics USA Inc. Breeding $305,514
N8350 High Road
PO Box 437
Watertown, WI 53094-0437
Animal Health International Dairy Medicine $284,434
Department #1305 & Supplies
Denver, CO 80256-0001
Cattle Feeds Alfalfa and Grass $368,562
PO Box 8178 Hay
Roswell, NM 88202-8178
Cereal Byproducts Feed $201,780
CJ & Son's Transport Feed Hauling $221,125
DBS Commodities Feed $857,920
184 E Darby Rd
Dexter, NM 88230-9722
Dona Ana County Treasurer Tax Lien on all $216,975
property in Dona
Ana
Eagle Supply Commodities Feed $297,833
PO Box 2563
Buffalo, NY 14240-2563
Estelle Farms Oat/Hay $122,584
Hansen Mueller Feed $110,519
HiPro Feeds Feed $175,217
Imperial Western Products, Inc. Feed $98,723
Ludwig Farms Custom $174,622
Harvesting
Madero Dairy Systems, Inc. Parts and Repairs $146,563
Pinnacle Agriculture Fertilizer and $764,394
PO Box 2659 Supplies
Anthony, NM 88021-2659
Ramos Farms Alfalfa Hay $178,709
Raul Zamora Alfalfa Hay $110,954
Southern Dairy Supply Co. Supplies $79,040
Tallgrass Commodities Feed $117,262
LATTICE SEMICONDUCTOR: S&P Affirms 'B' CCR, Off CreditWatch Dev.
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Portland, Ore.-based Lattice Semiconductor Corp. and removed the
rating from CreditWatch, where it had been placed with developing
implications on Nov. 7, 2016. The outlook is stable.
At the same time, S&P affirmed its 'B' issue-level rating with a
recovery rating of '3' on the company's $350 million senior secured
term loan. The '3' recovery rating indicates expectations for
meaningful (50% to 70%; rounded estimate of 60%) recovery of
principal in the event of default.
"The CreditWatch removal follows the company's announcement that
the acquisition of Lattice Semiconductor by Canyon Bridge Capital
Partners has been terminated, following an order from the President
of the U.S.," said S&P Global Ratings credit analyst Minesh
Shilotri. "The stable outlook reflects our projection that leverage
will be sustained around the mid-4x area and that the company will
generate about $20 million in free cash flow over the next 12
months," Mr. Shilotri added.
LAURITSEN FIREWOOD: Seeks More Time to File Plan, Awaits Harvest
----------------------------------------------------------------
Lauritsen Firewood & Rental Inc. asks the U.S. Bankruptcy Court for
the Western District of Wisconsin to extend to Nov. 13, 2017, the
time for the Debtor to file a proposed plan and assume leases.
The Debtor says this will give it approximately two weeks after the
last anticipated soybean sales to analyze its situation, propose a
plan and assume leases.
The Debtor's crops consist primarily of soybeans, which the Debtor
expects to harvest in October.
The yield of the soybean harvest and the price of soybeans at sale
will have a substantial impact upon the ability of the Debtor to
assume leases and the feasibility of any proposed payments due the
first year.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/wiwb17-11785-59.pdf
About Lauritsen Firewood & Rental
Lauritsen Firewood & Rental Inc. is a firewood delivery company.
Based in Cushing, Wisconsin, it provides wood heating, firewood
chopping, and flat roofing.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11785) on May 17, 2017. Derek
Lauritsen, president, signed the petition.
Judge Catherine J. Furay presides over the case.
At the time of the filing, the Debtor disclosed $6.67 million in
assets and $3.47 million in liabilities.
LE-MAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Le-Mar Holdings, Inc. 17-50234
420 Erskine Street
Lubbock, TX 79403
Tel: (972)661-5114
Edwards Mail Service, Inc. 17-50235
Taurean East, LLC 17-50236
Business Description: Le-Mar Holdings, Inc., together with its
subsidiaries, is a mid-sized company in the
general freight trucking business with
operations in Grand Prairie, Amarillo,
Midland, Abilene, San Angelo, Austin, San
Antonio, Lufkin as well as Lubbock.
Chuck and Tracey Edwards own
approximately 63.9% of the equity
interests of Le-Mar Holdings, Inc. The
Lawrence and Margie Edwards' Grand-
Children's Trust owns approximately
36.1% of the equity interests of Le-Mar
Holdings, Inc. Le-Mar Holdings owns
100% of the equity interests of Edwards
Mail Service, Inc. Le-Mar Holdings owns
50% of the membership interests of Taurean
East, LLC. Chuck and Tracey Edwards own
50% of the membership interests of Taurean
East, LLC.
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 4841
Chapter 11 Petition Date: September 17, 2017
Court: United States Bankruptcy Court
Northern District of Texas (Lubbock)
Judge: Hon. Robert L. Jones
Debtors'
General
Bankruptcy
Counsel: MOSES & SINGER LLP
Debtors'
Local
Bankruptcy
Counsel: David L. Campbell, Esq.
UNDERWOOD PERKINS, P.C.
5420 LBJ Freeway, Suite 1900
Dallas, TX 75240
Tel: 972-661-5114
Fax: 972-661-5691
E-mail: dcampbell@uplawtx.com
Le-Mar Holdings'
Estimated Assets: $1 million to $10 million
Le-Mar Holdings'
Estimated Liabilities: $1 million to $10 million
The petitions were signed by signed by Chuck Edwards, president.
A full-text copy of Le-Mar Holdings, Inc.'s petition and list of
its 20 largest unsecured creditors, is available for free at
http://bankrupt.com/misc/txnb17-50234.pdf
LIL ROCK: Taps Carmody MacDonald as Legal Counsel
-------------------------------------------------
Lil Rock Electrical Construction Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Illinois to hire
Carmody MacDonald P.C. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in negotiations related to the preparation
of a plan of reorganization; and advise the Debtor regarding the
sale of its assets or business.
The firm's standard hourly rates range from $295 to $385 for its
partners and $240 to $265 for associates. Paralegals and law
clerks charge $125 per hour.
Carmody received $2,457 as payment for the services it provided
prior to the petition date and $1,717 for the filing fee. The firm
does not hold a retainer.
Spencer Desai, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Spencer P. Desai, Esq.
Carmody MacDonald P.C.
120 South Central Avenue, Suite 1800
Clayton, MO 63105
Tel: 314-854-8600
Fax: 314-854-8660
Email: spd@carmodymacdonald.com
About Lil Rock Electrical Construction
Lil Rock Electrical Construction, Inc. is a full-service electrical
contractor in Carlyle, Illinois, equipped to complete commercial,
residential, and industrial electrical work, excavating, and
directional boring.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ill. Case No. 17-31376) on September 11, 2017.
Myranda Weber, its restructuring officer, signed the petition.
At the time of the filing, the Debtor disclosed $1.21 million in
assets and $1.17 million in liabilities.
Judge Laura K. Grandy presides over the case.
LOLA PROPERTIES: Lot in Far Rockaway, NY Up for Oct. 20 Auction
---------------------------------------------------------------
Arthur Terranova, Esq., as Referee, will sell at public auction at
the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in
Courtroom # 25, Jamaica, NY on October 20, 2017 at 10:00 a.m. the
premises known 451 BEACH 46TH STREET, FAR ROCKAWAY, NY (designated
as Block 15969 Lot 53).
The proceeds of the sale will be used to satisfy lien in the amount
of $19,983.02 plus interest and costs.
The premises will be sold subject to provisions of a Judgment of
Foreclosure and Sale dated August 11, 2017, and entered on August
16, 2017, in the case, NYCTL 1998-2 TRUST, and THE BANK OF NEW YORK
MELLON, as Paying Agent and Collateral Agent and Custodian for the
NYCTL 1998-2 TRUST, Plaintiffs against LOLA PROPERTIES, INC, et al.
Defendant(s), pending in the New York Supreme Court, Queens
County.
Attorney(s) for Plaintiffs:
Seyfarth Shaw LLP
620 Eighth Avenue
New York, NY 10018
MANUFACTURERS ASSOCIATES: Confirmation Hearing Set for Oct. 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut is set to
hold a hearing on October 25 to consider approval of the Chapter 11
plan of reorganization for Manufacturers Associates, Inc.
The court had earlier approved the company's second amended
disclosure statement, allowing it to start soliciting votes from
creditors.
The September 7 order required creditors to file their objections
and cast their votes accepting or rejecting the plan on or before
October 11.
On June 30, 2017, the Debtor and the Chapter 11 trustee filed a
disclosure statement, which explains their proposed Chapter 11 plan
of reorganization. The plan proposed to pay creditors holding
Class 7 general unsecured claims in excess of $3,550 as much as 10%
of their claims, without interest, in eight equal quarterly
installments.
On August 17, 2017, a first amended disclosure statement was filed,
which contains revision to the proposed treatment of Community Bank
N.A.'s Class 1 secured claim.
Under the first amended plan, the bank will receive the full
allowed principal amount of its claim as of the effective date,
after application of adequate protection payments, ($27,993.01 as
of August 17, 2017), plus interest at the rate of 4% amortized in
equal monthly payments over the period of 48 months. A copy of
the first amended plan is available for free at
https://is.gd/WgE7w6
On August 31, 2017, the Debtor and the Chapter 11 Trustee for the
Debtor filed a second amended disclosure statement describing their
first amended plan of reorganization, a full-text copy of which is
available at:
http://bankrupt.com/misc/ctb15-31832-432.pdf
This latest filing provides that the Chapter 11 Trustee conducted a
preference and fraudulent transfer analysis by reviewing the
Debtor's bank statements and records, and also reviewed
post-petition payments. She identified $17,500 in avoidable pre-
and post-petition transfers, as well as $37,500 in unexplained pre-
and post-petition transfers. The Chapter 11 Trustee said
investigation will continue and defenses may be disclosed that
further reduce any projected recovery.
About Manufacturers Associates
Manufacturers Associates, Inc., based in West Haven, Conn., filed a
Chapter 11 petition (Bankr. D. Conn. Case No. 15-31832) on Nov. 2,
2015. The petition was signed by Anthony Parillo, Jr., president.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
The case is assigned to Judge Julie A. Manning.
Initially, the Debtor was represented by Peter L. Ressler, Esq., at
Groob Ressler & Mulqueen, P.C. The Debtor is currently represented
by Carl T. Gulliver, Esq., at Coan, Lewendon, Gulliver &
Miltenberger, LLC, as general Chapter 11 counsel.
The U.S. Trustee appointed Roberta Napolitano, Esq., as the Chapter
11 trustee for the Debtor's estate. She retained her own firm
Ignal Napolitano & Shapiro, P.C., as counsel, and Erum Randhawa of
Blum Shapiro & Co., P.C., as accountant.
MERRIMACK PHARMACEUTICALS: OKs Performance Bonus for CEO & CFO
--------------------------------------------------------------
The Board of Directors of Merrimack Pharmaceuticals, Inc., upon the
recommendation of the Organization and Compensation Committee of
the Board, approved the annual performance-based cash bonus program
for 2017 for Richard Peters, the Company's president and chief
executive officer, and Jean M. Franchi, the Company's chief
financial officer and treasurer.
The 2017 Bonus Program is comprised of the following two elements:
(1) the achievement of specified annual individual performance
objectives; and (2) the embodiment of the Company's values and
expected behaviors.
Dr. Peters' individual performance objectives for 2017 generally
relate to building the Company's culture, staffing key positions,
advancing the Company's pipeline, enhancing the external reputation
of the Company and pursuing various corporate development
opportunities.
Ms. Franchi's individual performance objectives for 2017 generally
relate to managing the Company's financials and related
projections, enhancing the external reputation of the Company and
meeting the Company's financial disclosure requirements.
The Company's values consist of being passionate, team focused,
authentic and a continuous learner. The Company's expected
behaviors include thinking strategically, innovating and building
the organization.
For each of the two foregoing elements, the Board will assess
retroactively whether Dr. Peters and Ms. Franchi have not met
expectations, have met expectations or have far exceeded
expectations. The Board will then use the following table to
determine the maximum percentage of Dr. Peters' and Ms. Franchi's
target bonus for which he or she will be eligible. The Board may
use its discretion to determine the amount of the bonus up to the
maximum percentage provided.
For 2017, Dr. Peters' target bonus is 65% of his 2017 base salary,
provided that such bonus will be prorated based on his start date
of Feb. 6, 2017, and Ms. Franchi's target bonus is 35% of her 2017
base salary, provided that such bonus will be prorated based on her
start date of Aug. 21, 2017.
Notwithstanding the foregoing, the Board has the authority to, in
its sole discretion, increase the amount of the annual cash bonus
above the maximum percentage.
A full-text copy of the Form 8-K report filed with the Securities
and Exchange Commission is available at https://is.gd/DdbHtw
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., is a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel therapeutics
paired with companion diagnostics. The Company's initial focus is
in the field of oncology. The Company has five programs in
clinical development. In it most advanced program, the Company is
conducting a pivotal Phase 3 clinical trial.
The report from the Company's independent registered public
accounting firm for the year ended Dec. 31, 2016, includes an
explanatory paragraph stating that the Company has negative working
capital and cash outflows from operating activities that raise
substantial doubt about its ability to continue as a going
concern.
Merrimack reported a net loss of $153.5 million on $144.3 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $147.8 million on $89.25 million of total revenues for
the year ended Dec. 31, 2015.
As of June 30, 2017, Merrimack had $213.45 million in total assets,
$108.97 million in total liabilities and $106.50 million in total
stockholders' equity.
METRO NEWSPAPER: Sets Sale Procedures for Comic and Art Assets
--------------------------------------------------------------
Metro Newspaper Advertising Services, Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York to authorize
the bidding procedures in connection with the sale of comic and art
assets, specifically: (i) comic art and signed letters (15 pieces);
(ii) office art (9 pieces); and (iii) Sunday newspaper comics
archives (115 pieces) by auction.
The Sale Procedures Hearing is set for Oct. 4, 2017 at 10:00 a.m.
Subsequent to the Filing Date, the Debtor ceased operating.
Further, the Debtor has vacated its offices and sent its books and
records to storage. Additionally, the Debtor has been working to
liquidate its assets and file a liquidating plan by Sept. 30,
2017.
In furtherance of the Debtor's efforts to liquidate its assets and
wind down its chapter 11 proceeding, by the Motion the Debtor is
seeking authority to sell the Assets. It is seeking to further
maximize the value of the Assets by asking to retain Maltz Auctions
to, inter alia, market the Assets and conduct an auction sale.
The Auctioneer will conduct an accelerated marketing campaign and
implement an auction sale of the Assets in late October 2017. The
Debtor has received an Auction Consignment Agreement - Personal
Property from the Auctioneer. The Debtor will be asking authority
to retain Auctioneer and approval of the Auction Agreement by
separate motion.
To notice the Sale and Auction, upon entry of the Sale Procedures
Order, but in no less than 20 days before the Auction, the
Auctioneer will effectuate a marketing campaign. The Auctioneer
will create an Auction Catalog with detailed descriptions of the
Assets, which will be available to prospective bidders via fax, the
Internet or at the Auctioneer's office. It will design an
auction-specific web page and place it on its corporate website,
www.MaltzAuctions.com.
If the Seller receives one or more Qualified Competing Bids, the
Seller will conduct the Auction to select the highest or best bid
for the Sale Assets.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. (TBD), 2017 not later than 11:00 a.m.
(ET)
b. Deposit: 25% in cash or certified funds
c. Auction: The Auction will be held late October, 2017, at a
specific date and time to be determined, at the offices of Maltz
Auctioneers, 39 Windsor Place, Central Islip, New York.
d. Sale Hearing: Nov. 7, 2017 at 10:00 a.m. (EST)
e. Terms: Free of any and all liens, claims, interests, and
encumbrances
Following the Auction, the Debtor will ask the Court's approval of
the sale of the Debtor's Assets. All of the sale proceeds will be
held in escrow by the Debtor's counsel, with all liens, claims,
interests and encumbrances, if any, to attach to the proceeds.
A copy of the Auction Agreement and the Bidding Procedures attached
to the Motion is available for free at:
http://bankrupt.com/misc/Metro_Newspaper_98_Sales.pdf
The Bidding Procedures will allow the Debtor to conduct the Auction
in an open fashion that will encourage participation from those
bidders that demonstrate they are financially capable to consummate
the transaction. It Debtor believes, in its business judgment,
that the Bidding Procedures are adequate and will result in
maximizing the value of the Assets and are therefore appropriate
under the relevant standards governing auction proceedings.
Accordingly, the Debtor asks the Court to approve the relief
requested.
The Auctioneer:
Bob Gangi
MALTZ AUCTIONS
39 Windsor Place
Central Islip, NY 11722
Telephone: 516-349-7022
Facsimile: 516-349-0105
E-mail: bg@maltzauctions.com
About Metro Newspaper
Advertising Services Inc.
Based in Yonkers, New York, Metro Newspaper Advertising Services,
Inc. -- http://www.metrosn.com-- is a comprehensive advertising
resource that specializes in newspapers and all newspaper related
products, both print and digital.
Metro Newspaper Advertising Services filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 17-22445) on March 27, 2017. The petition
was signed by Phyllis Cavaliere, chairman & CEO. In its petition,
the Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Judge Robert D. Drain presides over the case.
Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as bankruptcy counsel to the Debtor.
The official committee of unsecured creditors formed in the case
retained Lowenstein Sandler LLP as its legal counsel.
METROPOLITAN AVENUE: Parking Space Up for Auction on Oct. 20
------------------------------------------------------------
Dominic A. Villoni, as Referee, will sell at public auction at the
Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in Courtroom
# 25, Jamaica, NY on October 20, 2017 at 10:00 a.m. the premises
known as Unit No. IP5 (Parking Space) in the Condominium known as
"Metro Plaza Condominium" together with an undivided 0.16% interest
in the common elements. Block 3057 Lot 1006.
The premises are known as 79-29 METROPOLITAN AVENUE, UNIT IP5
(PARKING SPACE), in Flushing, New York.
The Premises will be sold pursuant to a Judgment of Foreclosure and
Sale dated August 10, 2017, in the case, NYCTL 1998-2 TRUST, and
THE BANK OF NEW YORK MELLON, as Paying Agent and Collateral Agent
and Custodian for the NYCTL 1998-2 TRUST, Plaintiffs against
METROPOLITAN AVENUE DEVELOPMENT CORP, et al. Defendant(s), pending
in the Supreme Court of New York, Queens County.
Proceeds of the sale will be used to satisfy lien in the amount of
$2,884.95 plus interest and costs.
The Plaintiff is represented by:
Seyfarth Shaw LLP
620 Eighth Avenue
New York, NY 10018
MIDWEST FARM: Plan Outline Okayed, Plan Hearing on Oct. 19
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota is set
to hold a telephonic hearing on October 19 to consider approval of
the Chapter 11 plan of reorganization for Midwest Farm, LLC.
The court had earlier approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.
The September 7 order required creditors to cast their votes
accepting or rejecting the plan and file their objections on or
before October 12.
Under the plan, creditors holding Class 10 unsecured claims that
exceed $25,000 will either recover 50% of their claims, without
interest, over five years for $7,062.21 per year; or 100%, with
interest at 3%, paid over 10 years with annual payments of
$7,159.68.
About Midwest Farm
Midwest Farm, L.L.C., is engaged in the business of grain farming
and custom farming with facilities located in and around Aurora,
South Dakota, and farms real estate located in Brookings County,
South Dakota; Moody County, South Dakota; and Lincoln County,
Minnesota. Each of Douglas Stein and Dana Stein owns a 50%
membership interest in the Debtor.
Midwest Farm filed a Chapter 11 petition (Bankr. D. S.D. Case No.
17-40091) on March 24, 2017. At the time of filing, the Debtor
disclosed $9.69 million in total assets and $6.66 million in total
liabilities.
The case is assigned to Judge Charles L. Nail, Jr.
Gerry & Kulm Ask, Prof. LLC, is serving as bankruptcy counsel, with
the engagement led by Laura L. Kulm Ask, Esq. Kathy Meland is the
Debtor's agricultural financial consultant.
On July 24, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
MILFORD AUTO: Oct. 13 Plan and Disclosures Hearing
--------------------------------------------------
Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan issued an order granting preliminary
approval of Milford Auto Repair, LLC's first amended disclosure
statement filed on Sept. 7, 2017.
The deadline to return ballots on the first amended plan, as well
as to file objections to final approval of the adequacy of the
information in the first amended disclosure statement and
objections to confirmation of the first amended plan is Oct. 6,
2017
The hearing on objections to final approval of the adequacy of the
information in the first amended disclosure statement and
confirmation of the first amended plan shall be held on Oct. 13,
2017, at 11:00 a.m., before the Honorable Phillip J. Shefferly,
U.S. Bankruptcy Judge, in Courtroom 1975, 211 West Fort Street,
Detroit, Michigan 48226.
About Milford Auto Repair, LLC
Milford Auto Repair, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Mich. Case No. 17-43368) on March 10, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Richard F. Fellrath, Esq.
NEIGHBORS' CONSEJO: Disclosure Statement Hearing Set for Oct. 18
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia is set to
hold a hearing on October 18 to consider approval of the disclosure
statement, which explains the Chapter 11 plan of reorganization for
Neighbors' Consejo.
The hearing will be held at 10:30 a.m., at Courtroom 1, U.S.
Courthouse.
The restructuring plan filed on September 5 proposes to pay
unsecured creditors in full. Under the plan, unsecured nonpriority
claims are divided into two classes. Class 1 consists of allowed
claims that are equal to or less than $2,000 while Class 2 consists
of allowed claims of $2,000 or more.
Creditors holding Class 1 claims in the total amount of $2,353 will
be paid in full, with 0.9% interest from the petition date. They
will receive payments within 30 days after the effective date.
Meanwhile, the total amount of Class 2 claims is estimated at
$644,875.52, of which $150,119.34 will be allowed. These allowed
claims will be paid in quarterly pro rata installments of $20,000,
totaling 100% of the face amount of each claim, with 0.9% interest
from the petition date. The quarterly payments will start six
months after the effective date of the plan and will continue until
the claims are paid in full.
About Neighbors' Consejo
Neighbors' Consejo is a District of Columbia community organization
dedicated since 1995 to providing Mental Health Rehabilitative
Services and Substance Use Disorder Services to residents of
Washington, D.C. free of charge.
Additionally, the Debtor has provided transitional housing for the
homeless, who also needed MHRS or SUD treatment, since 2004.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.D.C. Case No. 15-00373) on July 16, 2015. The
petition was signed by Glenda Rodriguez, executive director.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Martin S. Teel, Jr. presides over the case. Bailey &
Ehrenberg PLLC represents the Debtor as bankruptcy counsel.
No official committee of unsecured creditors has been appointed.
NEIMAN MARCUS: Parent OKs Grants of Stock Options to Executives
---------------------------------------------------------------
The Compensation Committee of the Board of Directors of Neiman
Marcus Group, Inc., Neiman Marcus Group Ltd LLC's parent company,
approved the following grants of non-qualified co-invest stock
options on Sept. 8, 2017:
* 19,466 co-invest options to Karen W. Katz, president and
chief executive officer;
* 9,025 co-invest options to James J. Gold, president, chief
merchandising officer;
* 5,164 co-invest options to John E. Koryl, pesident, Neiman
Marcus Stores and Online; and
* 715 co-invest options to Dale T. Stapleton, senior vice
president, interim chief financial officer, senior vice
president and chief accounting officer.
The grants have the effect of replacing the outstanding co-invest
options held by those executive officers and extending the
expiration date to September 2027. All other terms of such
co-invest options remain unchanged.
About Neiman Marcus
Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC is a
luxury, multi-branded, omni-channel fashion retailer conducting
integrated store and online operations under the Neiman Marcus,
Bergdorf Goodman, Last Call, Horchow, CUSP, and mytheresa brand
names. For more information, visit www.neimanmarcusgroup.com.
Neiman Marcus reported a net loss of $406.11 million for the fiscal
year ended July 30, 2016, compared to net earnings of $14.94
million for the year ended Aug. 1, 2015. As of April 29, 2017,
Neiman Marcus had $8.19 billion in total assets, $7.41 million in
total liabilities and $786,919 in total members equity.
* * *
As reported by the TCR on March 17, 2017, Moody's Investors Service
downgraded Neiman Marcus Group LTD, Inc.'s Corporate Family Rating
to 'Caa2' from 'B3' and its Probability of Default Rating to
'Caa2-PD' from 'B3-PD'. The company's Speculative Grade Liquidity
rating is affirmed at 'SGL-2'. The outlook is changed to negative
from stable. "The downgrade of NMG's Corporate Family Rating
reflects the continued weakness in its financial results as it
faces both the cyclical and secular challenges that face the North
America luxury department stores", says Christina Boni, VP Senior
Analyst. "Its designation of its MyTheresa.com operations and
certain owned properties to unrestricted subsidiaries reduces
assets coverage for its debt obligations. The hiring of a
financial advisor to evaluate strategic alternatives also signals
the likelihood of its capital structure being addressed well before
its first significant debt maturity in October 2020. Despite good
liquidity, overall leverage levels remain well above what can be
refinanced and a path to return to peak EBITDA levels is unlikely
in the present operating environment."
NEW BELVEDERE: Taps Scarlett Croll as Legal Counsel
---------------------------------------------------
The New Belvedere Cleaners, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire legal counsel
in connection with its Chapter 11 case.
The Debtor proposes to employ Scarlett, Croll & Myers P.A. to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code; assist in the negotiation of financing
agreements and other transactions; and prepare a bankruptcy plan.
The firm's standard hourly rates range from $340 to $385 for the
services of its attorneys. Law clerks and paralegals charge $120
per hour.
Prior to the petition date, Scarlett received $13,382.50, which
included $3,434 for payment of the filing fees. The firm also
received a retainer of $20,000.
Michael Myers, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael S. Myers, Esq.
Scarlett, Croll & Myers P.A.
201 N. Charles Street, Suite 600
Baltimore, MD 2120 I
Phone: (410) 468-3100
Email: mmyers@scarlettcroll.com
About The New Belvedere Cleaners Inc.
The New Belvedere Cleaners, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Md. Case No. 17-22058) on
September 8, 2017. Byung Mook Cho, owner, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and liabilities of less than
$50,000.
Judge Michelle M. Harner presides over the case.
NEW YORK TIMES: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings Company, on Aug. 10, 2017, raised the senior
unsecured ratings on debt issued by The New York Times Co. to BB+
from BB.
Previously, on June 27, 2017, EJR raised the senior unsecured debt
ratings on the Company to BB from BB-.
The New York Times Company operates media businesses. The Company
publishes daily newspapers and operates Internet websites that
distributes news and entertainment.
NORTHERN CAPITAL: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on September 15 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Northern Capital, Inc.
Northern Capital is represented by:
Alan Vanderhoff, Esq.
Vanderhoff Law Group
600 West Broadway, Suite 1550
San Diego, CA 92101
Tel: (619) 299-2050
Fax: (619)239-6554
Email: alan.vanderhoff@vanderhofflaw.com
About Northern Capital Inc.
Northern Capital Inc is a real estate corporation licensed to
practice in California. Its principal place of business is 1654 S.
Mission Road, Fallbrook, California.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Calif. Case No. 17-04845) on August 13, 2017.
The petition was signed by Duane Urquhart, president.
The case is assigned to Judge Laura S. Taylor.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
OAKRIDGE HOLDINGS: Can Exclusively File Plan Thru Jan. 18
---------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Oakridge Holdings motion for a 120-day extension of the exclusive
period during which the Debtors can file a plan through and
including January 18, 2018. As previously reported, "The Debtors
have made significant progress towards reorganization. They have
obtained crucial post-petition financing to begin working on the
backlog of orders accumulated when their bank financing dried up
and Stinar was not able to buy parts and other inventory to allow
them to complete the work they accumulated. There is significant
progress being made towards bringing Stinar back to life as can be
seen by the monthly financials which show increases in sales and
the projections. However, the Debtors cannot reasonably prepare
plans for reorganization under the circumstances by September 18,
2017. Therefore, more time needs to pass to be able to gather the
information necessary to determine the length of time it will take
to pay off creditors and provide certainty for any exit financing.
As to Oakridge, all funds needed to pay creditors will come from
Stinar and therefore the ability to organize Oakridge (a
liquidating plan is likely) cannot be prepared until the Stinar
plan is prepared. Meanwhile presentation of alternate plans by
other parties, although unlikely, would undermine the ability of
Debtor to concentrate on its operations and likely would not allow
payment of creditors in full."
About Stinar HG & Oakrdige
Stinar HG, Inc., d/b/a The Stinar Corporation, is a Minnesota-based
company that manufactures ground support equipment for the aviation
industry. The late Frank Stinar founded Stinar Corp. in 1946.
Stinar's products are used to load, service, and maintain all types
of aircraft for both government and commercial applications. The
company's corporate headquarters and its 40,000-square foot
manufacturing facility are in Eagan, Minnesota.
On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a
publicly held Minnesota-based company, became the new owner of
Stinar. Currently, Stinar is the only asset of Oakridge Holdings.
The largest shareholder of Oakridge Holdings is Robert Harvey who
holds approximately 21% of the outstanding shares.
Oakridge Holdings and operating unit Stinar HG filed bankruptcy
Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and
17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO and
president, signed the petitions.
On May 26, 2017, the Court entered an Order allowing the joint
administration of the Chapter 11 cases under Bankr. D. Minn. Case
No. 17-31670, with Judge Kathleen H Sanberg presiding.
At the time of filing, debtor Oakridge Holdings disclosed total
assets of $990,237 and total liabilities of $2.17 million, while
debtor Stinar HG disclosed total assets of $8.22 million and total
liabilities of $2.91 million.
The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia
Law Group.
OLIVE MERGER: Moody's Revises Outlook Neg. & Affirms B3 CFR
-----------------------------------------------------------
Moody's Investors Service revised Olive Merger Sub Inc.'s ratings
outlook to negative and affirmed its B3 Corporate Family Rating, B2
first lien term loan rating and its Caa1 second lien loan rating.
The outlook revision was driven by the below plan performance since
closing of the KKR led buyout in February 2017 and likelihood of
continued weakness. Though Moody's expects Optiv will remain a
major value-added- reseller (VAR) of security software products and
provider of security services, the hastening shift to subscription
sales and pricing pressures will result in lower gross revenue,
margins, EBITDA and cash flow levels and higher leverage than
originally contemplated in Moody's ratings.
RATINGS RATIONALE
The B3 corporate family rating reflects the very high leverage of
the company and limited free cash flow post the acquisition by KKR.
Pro forma leverage was approximately 9x as of the LTM period ended
June 30, 2017 (adjusted for certain one-time charges and pro forma
for certain cost cuts already completed; approximately 8x including
changes in deferred revenue) and pro forma free cash flow was
approximately break-even (pro forma for one time transaction
costs), both very weak metrics for a low margin (approximately 5%
of gross revenue) business. Moody's expects modest growth in gross
revenues but expect competitive pressures and shift to subscription
sales will keep margins and thus EBITDA levels below historic
levels. Nonetheless, Moody's expects the company will remain a
leading supplier of security solutions driven by the strength of
the company's domestic coverage, distribution capabilities,
in-house service offerings and broad array of security products
from the leading software and hardware providers. Optiv is one of
the largest value-added-resellers of security software related
solutions with likely the broadest security sales and engineering
coverage in the U.S.
Optiv has historically grown faster than the overall security
software industry. Optiv's revenue growth has slowed significantly
in recent quarters however to low single digit levels, well below
industry levels. EBITDA margins have also declined in this period.
Slowing growth and reduced margins are driven by a combination of
factors including the shift to subscription sales and pricing
pressures as well as softness in Optiv's large enterprise customer
base. The company is attempting to address these issues but is
unlikely to return to historic growth and margin levels in the near
term.
The negative ratings outlook reflects challenges the company has to
revive performance and drive leverage below 8x and free cash flow
sustainably above breakeven in the next 12-18 months. The ratings
could be downgraded if leverage is sustained above 8x or free cash
flow is negative on other than a temporary basis. The ratings could
be upgraded if the company improves its growth and margin profile
and leverage falls well below 7x and free cash flow to debt greater
than 5%.
Liquidity is adequate driven by modest but fluctuating cash levels
and a $100 million ABL Revolver.
Outlook Actions:
Issuer: Olive Merger Sub, Inc.
-- Outlook, Changed To Negative From Stable
Affirmations:
Issuer: Olive Merger Sub, Inc.
-- Probability of Default Rating, Affirmed B3-PD
-- Corporate Family Rating, Affirmed B3
-- Senior Secured 1st Lien Bank Credit Facility, Affirmed B2
(LGD3)
-- Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa1
(LGD5)
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Optiv is a value-added-reseller of cyber security technology and
provider of cyber security services. The company headquartered in
Denver, CO, had gross revenues of approximately $2.1 billion for
the twelve months ended June 30, 2017.
ONCOBIOLOGICS INC: GMS Tenshi Invests $25 Million
-------------------------------------------------
Oncobiologics, Inc., announced that it entered into a purchase
agreement on Sept. 7, 2017, with GMS Tenshi Holdings Pte. Limited,
providing for the private placement of up to $25.0 million of
Oncobiologics' Series A Convertible Preferred Stock, as well as
warrants to acquire up to an additional 16,750,000 shares of its
common stock having an aggregate exercise price of approximately
$15 million.
In connection with the entry into the Purchase Agreement,
Oncobiologics and GMS Tenshi also entered into a Joint Development
and License Agreement, providing for the license to GMS Tenshi of
rights to ONS-3010 (HUMIRA biosimilar) and ONS-1045 (AVASTIN
biosimilar) in emerging markets, excluding China, India and Mexico.
The License supersedes and replaces a previous strategic license
agreement entered into on July 25, 2017, with GMS Tenshi, which
licensed only ONS-1045, and which resulted in payments totaling
$2.5 million in up-front and milestone fees to Oncobiologics. The
License includes an aggregate $2.5 million of additional upfront
payments due in part at signing and upon initial closing of the
sale of Series A under the Purchase Agreement, as well as potential
additional milestones of up to $5.0 million and a net profit
share.
Oncobiologics has also entered into an agreement with an existing
investor and holder of senior secured notes of Oncobiologics to
exchange $1.5 million of its senior secured notes for non-voting
Series B Convertible Preferred Stock and forgive the unpaid
interest on such exchanged notes.
Oncobiologics Chairman and CEO, Pankaj Mohan, Ph.D., commented,
"This investment by GMS Tenshi represents the culmination of our
efforts to align with a strategic financial partner with a global
strategy to accelerate commercialization of our biosimilar
candidates and enhance our partnering and licensing capabilities.
The principals of GMS Tenshi are internationally known biopharma
entrepreneurs with the know-how to rapidly deliver critically
needed biosimilars to emerging markets around the globe. We
believe that we now have a partner with the necessary financial and
global commercial pharmaceutical expertise that, when combined with
our unique BioSymphony Platform, will allow us to realize our
vision to bring affordable biologic drugs to patients in need
around the world."
Oncobiologics intends to use the net proceeds from the private
placement primarily for the initiation of Phase 3 clinical trials
for its lead biosimilar candidate, ONS-3010, and for working
capital and general corporate purposes. ONS-3010 has successfully
completed Phase 1 clinical trials and is preparing to enter Phase 3
in 2018. Oncobiologics is developing ONS-3010 as a differentiated
HUMIRA biosimilar with a unique formulation and an innovative Phase
3 clinical program designed to prove biosimilarity to, and
interchangeability with, HUMIRA in a single study population.
GMS Tenshi is a Singapore based joint-venture between Tenshi Life
Sciences Private Limited -- the private investment vehicle of Arun
Kumar, and GMS Holdings, a private investment company headquartered
in Amman, Jordan owning a portfolio of diversified businesses
globally. Arun Kumar is the founder of the Strides Group of
companies, including India-based pharmaceutical company Strides
Arcolab Limited (currently Strides Shasun Limited) and Stelis
Biopharma Limited, a company engaged in the development of
biotherapeutic drugs (including biosimilars). GMS Holdings is a
founder and major shareholder in MS Pharma, a leading branded
generics company in the Middle East and North Africa region. In
the United States, GMS Holdings was a co-founder of and majority
shareholder in Alvogen, Inc. a specialty generic pharmaceutical
company, which it sold in 2014. Together with Strides Shasun and
Tenshi Life Sciences, GMS Holdings is a strategic investor in
Stelis Biopharma.
A statement issued by GMS Tenshi noted, "We believe that bringing
affordable biosimilars to emerging markets where they are so
desperately needed is of critical importance to global healthcare.
As pharma specialists, we also recognize the technical challenges
in developing and manufacturing complex biologics, and we saw that
the Oncobiologics team and its BioSymphony Platform offered the
scientific and engineering capabilities required to accomplish
this. GMS Tenshi is excited to invest in Oncobiologics to
accelerate the commercialization of its flagship biosimilar product
candidates (namely ONS-3010 and ONS-1045), as well as other
pipeline and new product candidates. Our objective is to help
Oncobiologics prepare ONS-3010 so that it can be launched alongside
other first-wave HUMIRA biosimilars with potentially improved
tolerability compared to the originator product as reported in the
successful Phase 1 trial."
Under the Purchase Agreement, Oncobiologics will initially sell
32,628 shares of its Series A to GMS Tenshi for approximately $3.3
million of cash upon satisfaction of certain initial closing
conditions, and enter into an Investor Rights Agreement in
connection therewith. Under the Investor Rights Agreement,
Oncobiologics will grant GMS Tenshi certain registration rights
with respect to the shares of its common stock issuable upon
conversion of the Series A and exercise of the Warrants. Effective
upon the closing of the initial sale of Series A to GMS Tenshi,
Oncobiologics' Board also will elect Faisal G. Sukhtian and Joe
Thomas, each of whom will be designated by GMS Tenshi under the
Investor Rights Agreement, to its Board of Directors, which
individuals will fill vacancies on the Board created by the
resignations of Robin Smith Hoke and Donald J. Griffith, which will
also be effective as of the closing of the initial sale of Series A
to GMS Tenshi. Oncobiologics also entered into an Exchange and
Purchase Agreement on Sept. 7, 2017, with an existing investor and
agreed to exchange $1.5 million aggregate principal amount of the
outstanding senior secured notes held by such investor for
1,500,000 of Oncobiologics' non-voting, Series B Convertible
Preferred Stock concurrent with the issuance of the remaining
217,372 shares of Series A. Oncobiologics and the holders of its
senior secured notes also agreed to amend the terms of such notes
to extend the maturity date by 12 months, among other items.
The closing of the sale of the additional 217,372 remaining shares
of Series A and the Warrants is subject to a number of additional
closing conditions, including receipt of stockholder approval and
other customary closing conditions. Under the Investor Rights
Agreement, GMS Tenshi will have the right to designate up to two
additional directors in connection with the closing of the sale of
such remaining securities. Oncobiologics will also grant GMS
Tenshi certain information rights, a right of first offer over
certain future issuances of securities, as well as a right of
participation in certain future securities issuances. In the event
that the final closing does not occur, Oncobiologics has agreed to
pay GMS Tenshi, under certain circumstances, $12.5 million in
liquidated damages in addition to other expenses, and GMS Tenshi
will have a right to put all of the Series A purchased at the
initial closing to Oncobiologics.
Oncobiologics intends to file a proxy statement with the U.S.
Securities and Exchange Commission for its Annual Meeting of
Stockholders, pursuant to which it will seek stockholder approval
of the issuance of the Series A and Warrants to GMS Tenshi, change
of control of Oncobiologics, along with election of directors and
other items to be set forth therein.
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015. As of
June 30, 2017, Oncobiologics had $17.12 million in total assets,
$46.06 million in total liabilities and a total stockholders'
deficit of $28.94 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016, of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
ONE HORIZON: Zhanming Wu Reports 55.2% Stake as of Sept. 14
-----------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Zhanming Wu reported that as of Sept. 14, 2017, he may
be deemed to beneficially own, or may be deemed to have the right
within 60 days to acquire beneficial ownership of, 13,129,630
shares of common stock of One Horizon Group, Inc., constituting
approximately 55.18% of shares outstanding based on 23,792,251
shares of Common Stock outstanding as of Sept. 13, 2017, which
includes the 13,129,630 shares of Common Stock issuable upon the
conversion or exercise of the Securities. This total is comprised
of (1) 13,000,000 shares of Common Stock underlying the Convertible
Debenture held by the Reporting Person and (2) an aggregate of
129,630 shares of Common Stock underlying the Class C Warrant and
Class D Warrant held by Mr. Wu, which currently have exercise
prices of $18.00 per share and $21.00 per share, respectively. The
amount of Common Stock underlying the Class C Warrant and Class D
Warrant and the exercise prices have been adjusted to account for
the Issuer's 6:1 reverse stock split, which was completed on April
14, 2017.
Mr. Wu's business address is No. 868 Puming Road, Building No. 5,
Room 703, Shanghai, China 200120. He is currently Chairman of the
board of directors of Dachao Asset Management (Shanghai) Co., LTD.,
an asset management firm located at No. 868 Puming Road, Building
No. 5, Room 703, Shanghai, China 200120.
Mr. Wu purchased the securities, which include the 8.0% Series A
Convertible Debenture, the Class C Warrant, and the Class D
Warrant, for $3,500,000 on Dec. 22, 2014, pursuant to a security
purchase agreement with One Horizon. All of the funds required to
acquire the Securities were furnished from the personal funds of
Mr. Wu.
The Convertible Debenture became exercisable within 60 days into
more than 10% of the outstanding shares of Common Stock upon the
execution of an agreement by and between the Reporting Person and
the Issuer, dated Sept. 4, 2017, pursuant to which Mr. Wu agreed
that he would not demand payment of the Convertible Debenture on or
prior to Oct. 1, 2017, in consideration for the right to convert
$3,000,000 in aggregate amount of the Convertible Debenture,
together with all accrued but unpaid interest on the entire
principal amount of the Convertible Debenture, into 13,000,000
shares of Common Stock at any time on or before
Jan. 31, 2018.
A full-text copy of the regulatory filing is available at:
https://is.gd/uftoOy
About One Horizon
Ireland-based One Horizon Group, Inc., together with its
subsidiaries, is the inventor of the patented SmartPacket Voice
over Internet Protocol ("VoIP") platform. The Company's
proprietary software is designed to capitalize on numerous industry
trends, including the rapid adoption of smartphones, the adoption
of cloud based Internet services, the migration towards all IP
voice networks and the expansion of enterprise bring-your-own-
device to work programs.
The Company's independent accountants Cherry Bekaert LLP, in Tampa,
Fla., issued a "going concern" opinion in its report on the
Company's consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has recurring losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
One Horizon reported a net loss of $5.54 million on $1.61 million
of revenue for the year ended Dec. 31, 2016, compared to a net loss
of $6.30 million on $1.53 million of revenue for the year ended in
2015. As of June 30, 2017, One Horizon had $8.83 million in total
assets, $7.20 million in total liabilities and $1.63 million in
total stockholders' equity
"As Horizon continues to pursue its operations and business plan,
it expects to incur further losses in 2017 which, when combined
with any investment in intellectual property, will generate
negative cash flows," said the Company in its quarterly report for
the period ended June 30, 2017. "As of June 30, 2017, the Company
did not have any available credit facilities. As a result, it is
in the process of seeking new financing by way of sale of either
convertible debt or equities. Subsequent to June 30, 2017, the
Company entered into a series of transactions to improve liquidity
and reduce outstanding obligations... Whilst it has been
successful in the past in obtaining the necessary capital to
support its investment and operations, there is no assurance that
it will be able to obtain additional financing under acceptable
terms and conditions, or at all. In the event, Horizon is unable
to obtain sufficient additional funding when needed in order to
fund ongoing research and development activities as well as
operations, it would not be able to continue as a going concern and
maybe forced to severely curtail or cease operations and liquidate
the Company."
ORANGE ACRES: Hurricane Delays Reorganization Plan Talks, Filing
----------------------------------------------------------------
Orange Acres Ranch Homeowners Association, Inc., asks the U.S.
Bankruptcy Court for the Middle District of Florida to extend the
exclusive period during which it has to file a Chapter 11-exit plan
until Oct. 30, 2017, and the exclusive period during which it has
to solicit acceptances until Dec. 29, 2017.
The Debtor says it is working on the plan and discussing plan
treatment with parties in interest. The planning for the hurricane
and the aftermath of the hurricane have made it difficult for the
Debtor to meet with financing sources and the board to discuss plan
alternatives.
As reported by the Troubled Company Reporter on July 4, 2017, the
Court ordered the Debtor to file their and disclosure statement on
or before Sept. 15.
Sections 1121(b) and 1121(c)(2) of the U.S. Bankruptcy Code provide
that only the debtor may file a plan until after 120 days following
the Petition Date. The 120-day period for the Debtor to file a
plan would expire on Sept. 15, 2017. Section 1121(c)(3)
statutorily extends the exclusivity period until 180 days after the
petition date to permit the debtor to obtain acceptances of a plan
as filed. The 180-day period for the Debtor to solicit acceptances
of a plan would expire on Nov. 14, 2017.
About Orange Acres Ranch Homeowners
Orange Acres Ranch Homeowners Association, Inc., is listed as a
Florida Not For Profit Corporation, which owns and operates a
mobile home park known as Orange Acres Ranch. The Park consists of
210 lots, including 73 unimproved lots. The Park amenities include
a clubhouse and swimming pool.
Orange Acres Ranch Homeowners Association filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 17-04326) on May 18, 2017. The
petition was signed by Brent Geary, president. At the time of
filing, the Debtor estimated assets and liabilities of $1 million
to $10 million. The case is assigned to Judge Michael G.
Williamson. The Debtor is represented by Scott A. Stichter, Esq.,
at Stichter Riedel Blain & Postler, P.A.
OTTER PRODUCTS: S&P Withdraws 'B+' Corporate Credit Rating
----------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Otter Products
LLC, including the 'B+' corporate credit rating, and subsequently
withdrew the ratings at the issuer's request. Otter has refinanced
its capital structure and no longer requires credit ratings under
its new credit agreements.
At the same time, S&P withdrew its 'B+' issue-level ratings and '3'
recovery ratings on the $100 million revolver due 2019, $165
million term loan A due in 2019, and a $460 million term loan B due
in 2020.
PACIFIC DRILLING: Delisted from NYSE for Noncompliance
------------------------------------------------------
Pacific Drilling S.A. has received notice from NYSE Regulation,
Inc. that trading of the Company's common stock on the New York
Stock Exchange was suspended after market close on Sept. 12, 2017.
The NYSE stated that the Company was not in compliance with the
NYSE's continued listing standard, which currently requires a
company with listed common stock to maintain an average global
market capitalization of not less than $15.0 million over a
consecutive 30 trading-day period.
NYSE Regulation has informed the Company that application to the
Securities and Exchange Commission to delist the Company's common
stock is pending the completion of all applicable procedures,
including any appeals by the Company of NYSE Regulation's decision.
While the Company has the right to appeal the NYSE determination,
based upon the cost of appeal and the likelihood of success, the
Company believes it is in the best interest of its shareholders not
to contest this action and has informed the NYSE that the Company
will not appeal the NYSE's determination.
The Company's common shares commenced trading in the
over-the-counter market on the Pink Quotes (formerly the "Pink
Sheets") on Wednesday, Sept. 13, 2017. The Company is also taking
appropriate steps to work with a market maker to apply for
registration and quotation of its common stock on the OTC Bulletin
Board ("OTCBB"). The Company's NYSE ticker symbol "PACD" will be
discontinued and its OTC ticker symbol will be "PACDF".
This transition to the over-the-counter markets does not affect the
Company's business operations and will not change its obligation to
file periodic and certain other reports with the Securities and
Exchange Commission under applicable federal securities laws.
Shareholders are still the registered owners of the securities and
commencing Sept. 13, 2017, will be able to trade them on the OTC.
Information on the Pink Quotes and the OTCBB can be accessed via
their respective websites at www.otcmarkets.com and www.otcbb.com.
About Pacific Drilling
Based in Luxembourg, Pacific Drilling S.A. (NYSE: PACD) --
http://www.pacificdrilling.com-- is an international offshore
drilling contractor. The Company's primary business is to contract
its high-specification rigs, related equipment and work crews,
primarily on a day rate basis, to drill wells for its clients. The
Company's drillships are highly mobile and its fleet operates in a
global market segment for the offshore exploration and production
industry. Currently, the Company's contracted drillships are
operating in the deepwater regions of the U.S. Gulf of Mexico and
Nigeria.
The Company's independent accounting firm issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016. KPMG LLP, in Houston,
Texas, noted that the Company expects to be in violation of certain
of its financial covenants in the next 12 months, which raises
substantial doubt about its ability to continue as a going
concern.
Pacific Drilling reported a net loss of $37.15 million in 2016
following net income of $126.23 million in 2015. As of June 30,
2017, Pacific Drilling had $5.60 billion in total assets, $3.17
billion in total liabilities and $2.43 billion in total
shareholders' equity.
"If the Company is unable to complete a restructuring, or refinance
or extend the maturity of the 2017 Senior Secured Notes prior to
their maturity in December 2017, the Company may be unable to repay
the Notes at maturity, which would trigger cross-default provisions
in the Company's other debt instruments," Pacific Drilling stated
in a press release dated Aug. 3, 2017. "In addition, as previously
disclosed, the Company expects that it will be in violation of the
maximum leverage ratio covenant in its 2013 Revolving Credit
Facility and its Senior Secured Credit Facility for the fiscal
quarter ending on September 30, 2017. If the Company is unable to
obtain waivers of such covenants or amendments to the debt
agreements, such covenant default would entitle the lenders under
such facilities to declare all outstanding amounts under such debt
agreements to be immediately due and payable. Such acceleration
would also trigger the cross-default provisions in the Company's
other debt instruments. The Company is evaluating various
alternatives to address its liquidity and capital structure, which
may include a private restructuring or a negotiated restructuring
of its debt under the protection of Chapter 11 of the U.S.
Bankruptcy Code."
PARADISE MEDSPA: Ready Cap to be Paid $3K Monthly Under New Plan
----------------------------------------------------------------
Paradise Medspa, PLLC, and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Arizona an amended joint
disclosure statement for their chapter 11 plan of reorganization.
Class 7 under the latest plan is the partially secured claim of
Ready Cap Lending. Ready Cap Lending is the servicer for a Small
Business Administration loan provided to the Debtors. Ready Cap
Lending holds a blanket lien on all of the Debtors' assets, subject
to senior liens, pursuant to a UCC-1 financing statement recorded
with the Arizona Secretary of State.
ReadyCap will have an Allowed Secured Claim in the amount of
$500,000 amortized over 20 years at 4.5% fixed interest for five
years and, thereafter, at the variable interest rate per the Note.
Interest on the Allowed Secured Claim shall begin to accrue on the
Effective Date. The deficiency balance between the ReadyCap's
Allowed Secured Claim and its claim ($410,133) will be treated as
an Allowed Class 13 Deficiency Unsecured Claim and paid pro rata
with other unsecured claims. The Debtors will commence making equal
monthly payments to ReadyCap based on the Allowed Secured Class on
the Effective Date. The Debtors estimate that this payment will be
$3,163.25/mo. All outstanding principal and interest will be paid
by the 20th anniversary of the Effective Date. Debtors will make
the Modified Ready Cap Lending Payment utilizing revenues received
from Debtors' ongoing business operations. Full or partial payment
towards satisfaction of the Ready Cap Lending Lien may be made at
any time without penalty.
The previous version of the plan stated that the Debtors estimate
that Ready Cap Lending's Allowed Secured Class 7 Claim will equal
the amount determined by Cunningham & Associates, agreed to by the
parties or determined by the Court. Any remaining difference
between the Allowed Secured Class 7 Claim and the Claimant's proof
of claim is unsecured and the Claimant will hold a Class 13
Deficiency Unsecured Claim. The Debtors will commence making equal
monthly payments to Ready Cap Lending based on the Allowed Secured
Class 7 Claim on the Effective Date.
The Modified Ready Cap Lending Payment will be the product of the
Allowed Secured Class 7 Claim, amortized over 20 years, not
including tax and insurance impounds, at a fixed interest rate of
4.5% that will begin to accrue on the Effective Date. The Debtors
estimate that this payment will be $2,531/mo.
The Debtors will continue to service secured obligations pursuant
to terms contained in the Plan and the accompanying Disclosure
Statement. The Plan will be funded with the Debtors' new value
contribution and post-confirmation earnings during the life of the
Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/azb2-16-13065-110.pdf
About Paradise Medspa
Paradise Medspa PLLC and Paradise Medspa & Wellness PLLC filed
Chapter 11 petitions (Bankr. D. Ariz. Case No. 16-13065) on Nov.
15, 2016. The petitions were signed by Rebecca Weiss Glasow,
member. The Debtors are represented by Randy Nussbaum, Esq., at
Nussbaum Gillis & Dinner, P.C. The cases are assigned to Judge
Madeleine C. Wanslee. Paradise Medspa PLLC estimated assets at
$$50,000 to $100,000 and liabilities at $1 million to $10 million.
Paradise Medspa & Wellness PLLC estimated both assets and
liabilities at $0 to $50,000.
PARAMOUNT BUILDING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
Paramount Building Solutions, LLC 17-10867
10235 S 51st St
Phoenix, AZ 85044
Cleaning Solutions, LLC 17-10868
JMS Building Solutions, LLC 17-10869
Starlight Building Solutions, LLC 17-10870
Business Description: Founded in 2003 in Tempe, Arizona, Paramount
Building Solutions --
http://www.paramountbldgsol.com-- provides
janitorial and floor care services to
thousands of locations, 24 hours a day,
seven days a week. Its services include
grocery and retail store cleaning, complete
floor care, pressure washing, light bulb
replacement, restroom sanitation, graffiti
removal, equipment maintenance, parking
lot sweeping, USDA meat room cleaning,
department deep cleaning and window
cleaning. Each of the Debtors is a limited
liability company formed under the
statutes of the State of Arizona. Cleaning
is the 100% sole member of (a) Paramount,
and (b) JMS. Paramount is the 100% sole
member of Starlight.
NAICS (North American Industry
Classification System) 4-Digit
Code that Best Describes
the Debtor: 0000
Chapter 11 Petition Date: September 15, 2017
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Eddward P. Ballinger Jr.
Debtors' Counsel: Michael W. Carmel, Esq.
MICHAEL W. CARMEL, LTD.
80 E. Columbus Ave
Phoenix, AZ 85012-4965
Tel: 602-264-4965
Fax: 602-277-0144
Email: michael@mcarmellaw.com
Paramount Building Solutions'
Estimated Assets: $1 million to $10 million
Paramount Building Solutions'
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jeffory Southard, CEO.
A full-text copy of Paramount Building's and list of 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/azb17-10867.pdf
PARETEUM CORP: Four Directors Elected by Stockholders
-----------------------------------------------------
At the 2017 annual meeting of stockholders of Pareteum Corp held on
Sept. 12, 2017, the Company's stockholders elected Robert H.
Turner, Yves van Sante, Luis Jimenez-Tunon and Laura Thomas as
directors to serve until the next annual meeting of stockholders
and until their successors are duly elected and qualified. The
stockholders also ratified the 2017 Pareteum Corp. Long-Term
Incentive Compensation Plan, including the reservation of 6,500,000
shares of common stock thereunder, and approved the appointment of
SquarMilner LLP as the Company's independent registered public
accounting firm for the fiscal year ending Dec. 31, 2017.
About Pareteum Corp
New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com/
-- is an international provider of business software and services
to the telecommunications and financial services industry.
Squar Milner, LLP, in Los Angeles, California, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has suffered recurring losses from operations, has an
accumulated deficit of $287,080,234 and has negative working
capital. This, according to the auditors, raises substantial doubt
about the Company's ability to continue as a going concern.
Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, compared with a net loss of $5 million for the year
ended Dec. 31, 2015. The Company's balance sheet at June 30, 2017,
showed $11.56 million in total assets, $15.45 million in total
liabilities and a total stockholders' deficit of $3.88 million.
"Based on our current expectations with respect to our revenue and
expenses, we expect that our current level of cash and cash
equivalents could be sufficient to meet our liquidity needs for the
next twelve months. If our revenues do not grow as expected and if
we are not able to manage expenses sufficiently, including required
payments pursuant to the terms of the senior secured debt, we may
be required to obtain additional equity or debt financing.
Although we have previously been able to attract financing as
needed, such financing may not continue to be available at all, or
if available, on reasonable terms as required. Further, the terms
of such financing may be dilutive to existing shareholders or
otherwise on terms not favorable to us or existing shareholders.
If we are unable to secure additional financing, as circumstances
require, or do not succeed in meeting our sales objectives, we may
be required to change or significantly reduce our operations or
ultimately may not be able to continue our operations," as
disclosed in the Company's latest quarterly report for the period
ended June 30, 2017.
PASSAGE VILLAGE: Wants to Use Cash to Defray September Expenses
---------------------------------------------------------------
Passage Village of Laurel Run Operations, LLC and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of Virginia to permit them to use their cash to care for
the health and well-being of approximately 400 residents at the
Senior Care Facilities during the month of September.
The Debtors have been permitted to utilize their cash that is the
collateral of PHSG, LLC, and upon which Welltower, Inc. and HCRI
Pennsylvania Properties Holding Company has a lien, pursuant to a
series of negotiated interim orders since the March 13, 2017. The
Sixth Interim Order will expire August 31, 2017, after which the
Debtors will no longer be authorized to use their cash to operate
their Senior Care Facilities.
The September Budget limits to $50,000 the payment of adequate
protection to PHSG pending the Court's decision on the Proposed
Final Order, as Welltower's demands with respect to the most recent
Interim Orders.
As in prior months' Interim Orders, the Debtors are required to pay
PHSG an adequate protection payment of $15,000 on or before
September 15, 2017 and an additional adequate payment of $35,000,
but only after payment in full of the Welltower rent and tax escrow
payments.
Although the terms of the proposed Seventh Interim Order
identically mirror the agreements reached between the parties in
prior months' Interim Orders, Welltower unreasonably refused its
consent to the Seventh Interim Order because the Debtors have been
unable to pay 100% of the August base rent and the August tax
escrow payment within the month.
Accordingly, the Debtors made a partial payment of $300,000 to
Welltower on August 30, 2017, for August base rent and have
promised to pay the remaining rent and tax escrow for August by
September 5. After paying Welltower's rent, the Debtors have
remaining cash balance of approximately $170,000 -- $130,000 of
which is needed to fund the payroll on September 1. Therefore, the
Debtors have been forced to make only a partial payment to
Welltower.
The Debtors believe that the temporary slowdown in collections will
resolve in the near future, starting in September, and that the
Debtors will be back on track and able to make all of their
budgeted payments on a current basis.
A full-text copy of the Debtors' Motion, dated August 31, 2017, is
available at https://is.gd/aS4yD8
About Passage Midland, et al.
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: Hires Epiq as Administrative Advisor
---------------------------------------------------------
Model Reorg Acquisition, LLC and its debtor affiliates, including
Perfumania Holdings, Inc., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC as administrative advisor, nunc pro tunc
to the August 26, 2017 petition date.
A hearing on the request is set for October 6.
The Debtors require Epiq Bankruptcy to provide these bankruptcy
administrative services:
(a) assisting with, among other things, solicitation,
balloting, tabulation, and calculation of votes, if
necessary, as well as preparing any appropriate reports,
as required in furtherance of confirmation of any
chapter 11 plan;
(b) generating an official ballot certification and
testifying, if necessary, in support of the ballot
tabulation results for any chapter 11 plans in these
cases;
(c) providing a confidential data room;
(d) providing assistance with preparation of the Debtors'
schedules of assets and liabilities and statements of
financial affairs, if necessary;
(e) generating, providing and assisting with claims
objections, exhibits, claims reconciliation and related
matters;
(f) managing any distributions pursuant to any confirmed
chapter 11 plan in these Chapter 11 Cases; and
(g) providing such other claims processing, noticing,
solicitation, balloting, and administrative services
described in the Services Agreement, but not included
in the Section 156(c) Application, as may be requested
by the Debtors from time to time.
Epiq Bankruptcy will be paid at these hourly rates:
Clerical/
Administrative Support $25-$45
IT/Programming $65-$85
Case Managers $70-$165
Consultants/Directors/
Vice Presidents $160-$190
Solicitation Consultant $190
Executive Vice
President, Solicitation $215
Communication Consultant $395
Epiq Bankruptcy will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Epiq Bankruptcy will receive a retainer in the amount of $25,000.
Brian Karpuk, director of Epiq Bankruptcy, 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.
Epiq Bankruptcy can be reached at:
Brad Scott
EPIQ BANKRUPTCY SOLUTIONS, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
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' cases are 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
PREMIER EXHIBITIONS: Court Approves Retention & Incentive Programs
------------------------------------------------------------------
BankruptcyData.com reported that The U.S. Bankruptcy Court approved
Premier Exhibitions' motion to allow the Debtors to (i) implement a
key employee retention plan (KERP), (ii) implement a key employee
incentive plan (KEIP) for certain insiders and (iii) pay any
obligations arising under the KERP and KEIP as administrative
expenses. As previously reported, "Retention Plan Participants that
have been employed by the Debtors for more than five years will
receive a bonus equal to ten percent (10%) of the Retention Plan
Participant's annual salary up to a maximum amount of $7,000. The
total maximum pay-out of retention bonuses under the Retention Plan
is estimated to be $71,000. Incentive Plan Participants will
receive pay-outs for the EBITDA Incentive Bonus if (i) the EBITDA
of the Debtors for calendar year 2017 equals or exceeds a
$2,400,000 EBITDA Target (the 'EBITDA Target') and (ii) the
Incentive Plan Participant remains employed with the Debtors from
the Effective Date of the Incentive Plan through and including the
effective date of a Chapter 11 plan of reorganization. The bonus
target of all vice-presidents of the Debtors except the Vice-
President of Conservation of Collection is $12,500. The bonus
target of the Vice- President of Conservation of Collection is
$17,500. The bonus targets for the Chief Executive Officer, Chief
Financial Officer and Corporate Secretary/Vice President of
Corporate Affairs are $90,000, $60,000 and $60,000 respectively.
Once the Debtor achieves an EBITDA of $2,400,000, the participants
will be entitled to an incentive bonus equal to their target bonus
amount multiplied by the Achievement Percentage: For EBITDA
achievement level of Less than $2,400,000, the achievement
percentage is 0%; for $2,400,000 is 80%; for $2,700,000 is 90%; for
$3,000,000 is 100%; for $3,300,000 is 110%; and for $3,750,000 is
125%."
About About RMS Titanic, Inc.
Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world. Premier — http://www.PremierExhibitions.com/—
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.
RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions. The Chapter 11 cases are assigned to Judge
Paul M. Glenn.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors are represented by Daniel F. Blanks, Esq., and Lee D.
Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP. The
Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special
litigation counsel, outside general counsel, securities counsel,
and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods
LLP as special litigation counsel; Steven L. Berson, Esq., at
Dentons US LLP and Dentons Canada LLP as outside general counsel
and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as
outside general counsel and securities counsel.
The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.
Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates. The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel.
The official committee of equity security holders of Premier
Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and
Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.
PREMIER INVESTMENT: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Premier Investment Company II, LLC
6221 Riverside Drive, Suite 216
Irving, TX 75039
Type of Business: Premier Investment Company is a
Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)) whose principal
assets are located in Wichita, Kansas. It
is an affiliate of CIP Investment
Properties, LLC, which sought bankruptcy
protection on July 17, 2012 (Bankr. D. Kan.
Case No. 12-21952).
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 2372
Chapter 11 Petition Date: September 17, 2017
Case No.: 17-21794
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Debtor's Counsel: James P Maloney, Esq.
BRYAN CAVE LLP
1200 Main Street, Suite 3500
Kansas City, MO 64105
Tel: 816-374-3338
Fax: 816-855-3338
E-mail: james.maloney@bryancave.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Hoff, manager.
The Debtor's list of 20 largest unsecured claims has a single
entry: Polsinelli LLP, holding a claim of $33,354.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ksb17-21794.pdf
PROPERTY SPECIALISTS: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------------
Debtor: Property Specialists Group, Inc.
3635 S Fort Apache Rd Ste 200-631
Las Vegas, NV 89147
Business Description: Property Specialists Group, Inc. is engaged
in real estate investment activities.
Property Specialists is the fee simple
owner of: (a) a single family home
(currently under construction) located
at 15229 Hesby St., Sherman Oaks 91403,
valued by the Company at $800,000, (b) a
single family home located at 28045
Promontory Lane, Valencia 91354, valued by
the Company at $230,000, and (c) a
condominium unit located at 5460 White Oak
Ave., #G-205 Encino, CA 91316 valued at
$100,000.
NAICS (North American Industry
Classification System) 4-Digit
Code that Best Describes Debtor: 5313
Chapter 11 Petition Date: September 15, 2017
Case No.: 17-12472
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Martin R. Barash
Debtor's Counsel: Dana M Douglas, Esq.
ATTORNEY AT LAW
11024 Balboa Blvd #431
Granada Hills, CA 91344
Tel: 818-360-8295
Fax: 818-360-9852
Email: dmddouglas@hotmail.com
dana@danamdouglaslaw.com
Total Assets: $1.13 million
Total Liabilities: $4.29 million
The petition was signed by Sohail Mobasseri, president.
A full-text copy of the petition and list of 12 unsecured creditors
is
available for free at http://bankrupt.com/misc/cacb17-12472.pdf
PUERTO RICO: Retirees Panel Seeks Info Access Procedures
--------------------------------------------------------
BankruptcyData.com reported that the Commonwealth of Puerto Rico's
official committee of retired employees filed with the U.S.
Bankruptcy Court a motion for an order (i) establishing procedures
for retiree access to information and (ii) employing Marchand ICS
Group in connection therewith. The motion explains, "The Retiree
Committee represents the interests of approximately 160,000
retirees. Many of these retirees have very limited access to
information regarding the Title III Cases, and many do not speak
English. Accordingly, to meet the needs of its constituents and the
requirements of section 1102(b)(3) of the Bankruptcy Code, the
Retiree Committee seeks this Court's approval of its employment of
a local Puerto Rico firm, Marchand, as Information Agent pursuant
to section 1103(a) of the Bankruptcy Code, both to satisfy the
Retiree Committee's obligations to provide information to retirees
under section 1102(b)(3) and to perform such additional
communications services as may be necessary and directed by the
Retiree Committee. In addition, by this Motion, the Retiree
Committee seeks entry of an order establishing procedures to guide
the Retiree Committee and Marchand in connection with retiree
access to information. Specifically, the Retiree Committee seeks
entry of an order indicating that it shall not be required to
provide retirees with access to certain Confidential Information
and/or Privileged Information."
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21. On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth. The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
RAMON LOPEZ: Co-Owner Seeks Appointment of Chapter 11 Trustee
-------------------------------------------------------------
Creditor Jaime Lopez asks the U.S. Bankruptcy Court for the Eastern
District of California to direct the appointment of a chapter 11
trustee to operate the businesses of Ramon Ramirez Lopez and sell
them as a going concern.
The Debtor is Jaime Lopez's brother and business partner. Although
not initially disclosed and still not fully disclosed, Jaime Lopez
co-owns substantially all of the assets of the estate with the
Debtor as general partners, with each holding a one-half interest.
Jaime Lopez believes that the Debtor receives rents from certain
commercial real property where he also uses his equipment in
several unincorporated businesses. Jaime Lopez contends that the
Debtor has not and does not share any rents from the real property
or the income or profits of his businesses with his brother.
Jaime Lopez alleges that the Debtor has also previously allowed the
real property insurance to lapse until the senior secured lender
force-placed insurance, and that the Debtor has defaulted upon real
property taxes -- some uncured defaults remain.
By reason of resulting claims for contribution, indemnity and
subrogation, Jaime Lopez is the largest unsecured creditor of the
estate. However, the Debtor fails to list significant assets and
businesses he owns and income therefrom -- omitting virtually all
of the Debtor's unsecured claims, and in fact, none of the Debtor's
obligations to Jaime Lopez are disclosed.
As such, Jaime Lopez believes that there is no reasonable progress
toward confirmation of a chapter 11 plan of reorganization is being
made. Moreover, Jaime Lopez asserts that the Debtor has not yet
obtained authority to employ counsel, authority to use cash
collateral or authority to pay employees their pre-petition wages
and benefits.
Accordingly, Jaime Lopez tells the Court that appointment of a
chapter 11 trustee would be in the best interests of creditors
since a trustee will secure the assets of the estate and will
properly administer the case. By contrast, Jaime Lopez claims that
declining to appoint a trustee will subject the assets to continued
mismanagement, depletion and misappropriation.
Jaime Lopez is represented by:
Reno F.R. Fernandez III, Esq.
MACDONALD FERNANDEZ LLP
914 Thirteenth Street
Modesto, CA 95354
Telephone: (209) 549-7949
Facsimile: (209) 236-0172
Ramon Ramirez Lopez filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 17-24444), on July 5, 2017, and is represented by G.
Michael Williams, Esq.
RANGER FABRICATION: Plan Filing Deadline Extended Until Dec. 28
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended the exclusive periods during which only Ranger
Fabrication, LLC, Ranger Fabrication Management, LLC, and Ranger
Fabrication Management Holdings, LLC may file a plan of
reorganization and solicit acceptances to the plan, through and
including December 29, 2017 and February 28, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Ranger Debtors sought exclusivity extension that may allow for a
resolution of the outstanding intercompany issues, of which a
Ranger Plan is just one, thereby laying the groundwork for a
confirmable plan for the Ranger Debtors. While no resolution
appears to be imminent, the requested extension of the Exclusivity
Periods will provide additional time to determine whether such a
resolution is achievable.
The Ranger Debtors commenced chapter 11 cases alongside Triangle
USA Petroleum Corporation and its affiliates on the premise that an
orderly wind-down of the Ranger Debtors' affairs pursuant to a
chapter 11 plan represents the best outcome for all stakeholders.
Accordingly, the TUSA and the Ranger Debtors initially proposed a
joint plan for their respective estates. Under that plan, Ranger
creditors would receive their pro rata share of a cash pool set
aside from proceeds of a Rights Offering.
Following entry of the Disclosure Statement Order, the Debtors
began soliciting votes on the Second Amended Plan. The deadline for
voting on the Second Amended Plan was February 10, 2017. The one
voting class among the Ranger Debtors, Class 4 Ranger General
Unsecured Claims, narrowly voted to reject the Second Amended Plan.
Triangle Petroleum Corporation, the common parent of all of the
Debtors and largest creditor in that class, cast the deciding vote.
All other creditors of Ranger voted to accept the Second Amended
Plan.
On March 8, 2017, the TUSA Debtors filed a Plan, encompassing the
TUSA Debtors only. On March 10, the Court held a hearing to
consider confirmation of the TUSA Plan, and thereafter entered an
order confirming it. The Effective Date of the TUSA Plan occurred
on March 24. At the Confirmation Hearing, the Debtors indicated
their intent to adjourn the Second Amended Plan with respect to the
Ranger Debtors to a subsequent hearing.
The plan for the Ranger Debtors has been predicated on the
willingness of TUSA's stakeholders to allocate a modest share of
the Rights Offering proceeds to Ranger creditors, in order to
facilitate an orderly wind down of those affiliated entities.
Following the rejection of the plan by Class 4 Ranger General
Unsecured Claims and pursuant to the TUSA Plan, those proceeds are
vested in Reorganized TUSA, and the Ranger Debtors are not aware of
any alternative source of funding currently available for the
Ranger plan.
Although they wish to resolve their cases as expeditiously as
possible, the Ranger Debtors told the Court that they face no
exigencies that require a resolution within a particular timeframe.
They also told the Court that they are not subject to any case
milestones under financing orders or otherwise and they have no
ongoing operations that would suffer if their Chapter 11 Cases were
extended.
Currently, the Ranger Debtors said that their efforts are
appropriately focused on finding the best solution, not necessarily
the quickest. The Ranger Debtors do not believe that there is any
realistic path to a confirmable Ranger plan outside of a
consensual, multilateral resolution of the broader intercompany
issues. Accordingly, the Debtors said there is little risk that
the extension sought will forestall the consideration of other
feasible plan structures for the Debtors.
About Triangle USA Petroleum
and Ranger Fabrication
Triangle USA Petroleum Corporation is an independent exploration
and production company with strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates, including
Ranger Fabrication, LLC, Ranger Fabrication Management, LLC, and
Ranger Fabrication Management Holdings, LLC, filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-11566) on June 29, 2016. The cases are pending
before Judge Mary F. Walrath.
At the time of the filing, TUSA estimated assets in the range of
$500 million to $1 billion and liabilities of up to $1 billion.
The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as
financial advisor, PJT Partners Inc. as investment banker and Prime
Clerk LLC as claims & noticing agent.
Andrew R. Vara, Acting U.S. Trustee, has informed the U.S.
Bankruptcy Court for the District of Delaware that a committee of
unsecured creditors has not been appointed in the Chapter 11 cases
due to insufficient response to the U.S. Trustee
communication/contact for service on the committee.
On March 10, 2017, the Court entered an order confirming the
amended Chapter 11 Plan for the TUSA Debtors. Their Plan was
declared effective on March 24.
At the March Confirmation Hearing, the Debtors indicated their
intent to adjourn the Second Amended Plan with respect to the
Ranger Debtors to a subsequent hearing.
REDBOX WORKSHOP: Unsecureds to Recover 100% Over 5 Years
--------------------------------------------------------
Redbox Workshop Ltd. filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a disclosure statement in support of
its plan of reorganization.
Unsecured Creditors are the holders of Allowed Class 3 Claims and
are impaired under the Plan. The Debtor estimates that the
aggregate amount of Allowed Class 3 Claims is approximately
$330,000. Allowed Class 3 Claims will be paid 100% of their claim,
in their pro rata share of the total of the unsecured claims, in
quarterly installments over a 5-year period, out of the remaining
funds of the Debtor after business operations and the payment of
the claims of the other classes. The payments will commence on the
first day of the first month of the first calendar quarter
following the Effective Date, with the following payments due on
the first day of the first month of each calendar quarter or as
soon as is practicable thereafter.
The Debtor shall be entitled to continue to operate and manage its
business and financial affairs without further Order of the
Bankruptcy Court. Payments to creditors pursuant to the Plan will
be made from existing cash deposits and from funds from continued
business operations.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb17-08627-59.pdf
About RedBox Workshop Ltd
Based in Chicago, RedBox Workshop, Ltd. --
http://www.Redboxworkshop.com/-- is a full-service studio offering
design, fabrication, project management and printing services. The
Company is equally owned by Anthony C. LaBrosse and Pamela L.
Parker. The Company's principal office is located at 3121 N.
Rockwell Street, Chicago, Illinois.
RedBox Workshop filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 17-08627) on March 20, 2017. The petition was signed by Pamela
L. Parker, President. The case is assigned to Judge Carol A.
Doyle. Jeffrey C. Dan, Esq., at Crane, Heyman, Simon, Welch &
Clar, is serving as bankruptcy counsel to the Debtor. At the time
of filing, the Debtor estimated assets and liabilities between $1
million and $10 million.
RESOLUTE ENERGY: Aneth Divestment No Impact on Fitch B- IDR
-----------------------------------------------------------
Fitch Ratings does not expect a ratings impact from the announced
sale of Resolute Energy's (REN) subsidiary which holds interests in
the Paradox Basin of Southern Utah.
Under the proposed terms of the deal, REN will sell its Aneth
acreage for a total consideration of $195 million to an affiliate
of Australia based Elk Petroleum Limited (not rated). Upon the
expected closing date in early November, Resolute will receive cash
proceeds of $160 million and additional cash consideration of up to
$35 million if oil prices exceed certain established levels,
ranging from $52.5/barrel to $60.0/barrel, over the next three
years.
Expected proceeds from the sale will be used to pay down the $100.0
million currently outstanding under the $218.8 million borrowing
base revolving credit facility.
Resolute's current 2017 production guidance is 24,000 to 28,000
barrel of oil equivalent (boe per day), which is line with Fitch's
base case assumptions. Should the transaction close by Nov. 1,
2017, REN's 2017 guidance will be reduced by approximately 1,000
boe/day. REN reported July 2017 production was 23,600 boe/day in
the Permian Basin and 29,500/day in total.
Fitch expects the sale to result in a revision to REN's current
borrowing base, which may have implications for the recovery
ratings as currently outlined, due to elimination of Aneth's
contribution to the total reserve base. However, it is likely that
any potential borrowing base impact stemming from the sale will be
rapidly counteracted by drilling success in the Permian Basin.
Fitch will consider the successful closing of the sale as a near
term deleveraging event, and should improve REN's liquidity profile
to fund organic growth.
Fitch continues to expect exponential volume growth from REN's
small but expanding footprint. However, a production profile at
under 50,000 boe/day when combined with execution risks related to
the Permian development program likely caps the rating at the 'B-'
level for the time being.
Fitch currently rates REN:
Resolute Energy Corporation
-- Long-Term Issuer Default Rating 'B-';
-- Revolving credit facility 'BB-/RR1';
-- Senior unsecured notes 'B+/RR2'.
The Rating Outlook is Stable.
RSH LIQUIDATING: Court Grants Bid to Dismiss Former Workers' Suit
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
issued an Opinion granting Defendant's Motion to Dismiss the
adversary proceeding captioned In re: RS LEGACY CORPORATION, et.
al., Chapter 11, Reorganized Debtors. FABIOLA TOSCANO, on behalf of
herself and all others similarly situated, Plaintiff, v. THE RSH
LIQUIDATING TRUST, PETER KRAVITZ, Liquidating Trustee, et. al.,
Defendants, Case No. 15-10197 (BLS), (Jointly Administered), Adv.
Pro. No. 16-51033 (BLS)(Bankr. D.Del.).
Before the Court are Motions to Dismiss filed by Peter Kravitz, the
Liquidating Trustee of the RSH Liquidating Trust (Liquidating
Trustee), and by General Wireless Operations, Inc. and General
Wireless Inc. (General Wireless), both of which seek to dismiss the
First Amended Complaint of Fabiola Toscano (Plaintiff).
Ms. Toscano worked for RadioShack in Southern California and then
for General Wireless. Ms. Toscano filed this adversary proceeding
on behalf of herself, as a former employee of the Debtors seeking
money for unpaid accrued time off, and on behalf of a putative
class of those situated similarly to her. Ms. Toscano's Complaint
alleges that she and putative class members were deprived of
payment of wages after General Wireless acquired RadioShack in
March 2015 and refused to honor the previously earned vacation
pay.
The Bankruptcy Court finds that Ms. Toscano has failed to
articulate claims against General Wireless where the undisputed
record reflects that General Wireless acquired the Debtors' assets
"free and clear" of claims under Section 363(f) of the Bankruptcy
Code. The clear language of the Asset Purchase Agreement and the
Bankruptcy Court's sale order serves to limit liability for the
buyer, who explicitly did not assume the obligations asserted by
Ms. Toscano.
The First Amended Complaint does not advance any allegations as to
the asset purchase being fraudulent Ms. Toscano first makes this
claim, without factual support, in her Opposition. Without any
further theory or facts explaining why the sale order under the APA
should not control in this case, the First Amended Complaint as
against General Wireless must be dismissed.
For these reasons, the Motions are granted.
A full-text copy of the Bankruptcy Court's August 31, 2017 Opinion
is available at http://tinyurl.com/y92r39q3from Leagle.com.
RS Legacy Corporation, et al., Debtor, represented by Edward Kerney
Black, Delaware Department of Justice, Michael Joseph Custer,
Pepper Hamilton LLP, Michael Joseph Custer, Pepper Hamilton LLP,
David M. Fournier, Pepper Hamilton LLP, David M. Fournier, Pepper
Hamilton LLP, Christopher Fuhrman, Pelzer Law Firm, Robert W.
Gaffey, Jones Day, Basheer Ghorayeb, Jones Day, Gregory M. Gordon,
Jones Day, Paul M. Green, Jones Day, David G. Heiman, Jones Day,
Thomas A. Howley, Jones Day, Evelyn J. Meltzer, Pepper Hamilton LLP
& Dan B. Prieto, Jones Day.
U.S. Trustee, U.S. Trustee, represented by Richard L. Schepacarter,
Office of the United States Trustee.
Prime Clerk, Claims Agent, represented by Benjamin Joseph Steele,
Prime Clerk LLC.
Peter Kravitz, as Liquidating Trustee, Liquidating Trustee,
represented by Sarah Ann Carnes -- scarnes@cooley.com -- Cooley
LLP, Stephen Brett Gerald – sgerald@wtplaw.com -- Whiteford
Taylor Preston LLC, Jason A. Gibson, The Rosner Law Group LLC, 440
Louisiana St Ste 2400, Houston, TX 77002-4205, L. Katherine Good
kgood@wtplaw.com -- Whiteford Taylor & Preston LLC, Evan M.
Lazerowitz -- elazerowitz@cooley.com -- Cooley LLP, Chantelle D'nae
McClamb -- MCCLAMBC BALLARDSPAHR.COM -- Ballard Spahr LLP,
Frederick Brian Rosner, The Rosner Law Group LLC, Christopher M.
Samis – csamis@wtplaw.com -- Whiteford, Taylor & Preston LLC,
Aaron H. Stulman – astulman@wtplaw.com -- Whiteford, Taylor &
Preston LLC & Scott J. Leonhardt, The Rosner Law Group LLC, 1000
North West StreetSuite 1200Wilmington, DE 19801.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Kendra K. Bader -- kbader@askllp.com -- Ask LLP,
Kara E. Casteel- kcasteel@askllp.com -- ASK Financial LLP, Jeffrey
Lawrence Cohen -- jcohen@ccealaw.com -- Lowenstein Sandler LLP,
Benjamin Finestone- benjaminfinestone@quinnemanuel.com -- Quinn
Emanuel Urquhart & Sullivan, LLP, Alex Govze, ASK LLP, Cathy
Hershcopf, Cooley LLP, Daniel S. Holzma --
danielholzman@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, Jay R. Indyke -- jindyke@cooley.com -- Cooley LLP,
Richard S. Kanowitz -- rkanowitz@cooley.com -- Cooley LLP, Susheel
Kirpalani -- susheelkirpalani@quinnemanuel.com -- Quinn Emanuel
Urquhart Oliver Hedges LLP, Michael Klein -- mklein@cooley.com --
Cooley LLP, Robert S. Loigman -- robertloigman@quinnemanuel.com --
Quinn Emanuel Urquhart & Sullivan LLP, Brigette G. McGrath --
bmcgrath@askllp.com -- ASK LLP, Edward E. Neiger --
eneiger@askllp.com -- ASK LLP, William Pugh, Quinn Emanuel Urquhart
& Sullivan LLP, Kate Scherling, Quinn Emanuel Urquhart & Sullivan
LLP, Joseph L. Steinfeld -- jsteinfeld@askllp.com -- Jr., ASK LLP,
James C. Tecce -- jamestecce@quinnemanuel.com -- Milbank, Tweed,
Hadley & McCloy LLP, Marianna Udem -- mudem@askllp.com -- ASK LLP,
Gary D. Underdahl -- gunderdahl@askllp.com -- ASK LLP & Seth Van
Aalten -- svanaalten@cooley.com -- Cooley LLP.
About General Wireless
Based in Fort Worth, Texas, General Wireless Operations Inc., doing
business as RadioShack -- http://www.RadioShack.com/-- operates a
chain of electronics stores. Its predecessor, RadioShack Corp.,
then with 4,000 locations, sought Chapter 11 protection (Bankr. D.
Del. Case No. 15-10197) in February 2015 and announced plans to
close underperforming stores.
In March 2015, General Wireless, a Standard General affiliate, won
court approval to purchase RadioShack Corp.'s assets, gaining
ownership of around 1,700 RadioShack locations. Two years later,
General Wireless commenced its own bankruptcy case, announcing
plans to close 200 of 1,300 remaining stores.
General Wireless Operations Inc., and its affiliates based in Fort
Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case
No. 17-10506) on March 8, 2017. In its petition, General Wireless
estimated $100 million to $500 million in both assets and
liabilities. Bradford Tobin, SVP and general counsel, signed the
petitions.
The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin
Management Partners & Company, Inc., as financial advisor; and
Prime Clerk, LLC, as claims and noticing agent.
On March 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee selected
Kelley Drye & Warren LLP as its lead counsel; Klehr Harrison Harvey
Branzburg LLP as local counsel; Bartlit Beck Herman Palenchar &
Scott LLP, as special counsel; and Berkeley Research Group LLC as
financial advisor.
RXI PHARMACEUTICALS: Terminates CBO "Without Cause"
---------------------------------------------------
Alexey Eliseev's employment with RXi Pharmaceuticals Corporation as
chief business officer ended effective Sept. 15, 2017. Dr.
Eliseev's termination will be treated as a termination without
cause for purposes of the Employment Agreement, dated Jan. 6, 2017,
between Dr. Eliseev and RXi, and Dr. Eliseev will receive severance
benefits consistent with and subject to the conditions set forth in
the Employment Agreement, according to a Form 8-K report filed with
the Securities and Exchange Commission.
About RXi
RXi Pharmaceuticals Corporation -- http://www.rxipharma.com/-- is
a biotechnology company focusing on discovering and developing
therapies primarily in the areas of dermatology and ophthalmology.
The Company develops therapies based on siRNA technology and
immunotherapy agents. Its clinical development programs include
RXI-109, a self-delivering RNAi compound, which is in Phase IIa
clinical trial that is used to prevent or reduce dermal scarring
following surgery or trauma, as well as for the management of
hypertrophic scars and keloids; and Samcyprone, an immunomodulation
agent, which is in Phase IIa clinical trial for the treatment of
various disorders, such as alopecia areata, warts, and cutaneous
metastases of melanoma. The Company's preclinical program includes
the development of products for ocular indications with RXI-109,
including retinal and corneal scarring. Its discovery stage
development programs include a dermatology franchise for the
discovery of collagenase and tyrosinase targets for its RNAi
platform; and ophthalmology franchise, a program for the discovery
of sd-rxRNA compounds for oncology indications, including
retinoblastoma. The company was incorporated in 2011 and is
headquartered in Marlborough, Mass.
Since inception, the Company has incurred significant losses.
Substantially all of its losses to date have resulted from research
and development expenses in connection with its clinical and
research programs and from general and administrative costs. At
June 30, 2017, the Company had an accumulated deficit of $74.1
million. The Company expects to continue to incur significant
losses for the foreseeable future, particularly as it advances its
development programs for RXI-109 and Samcyprone and expand its
program in cell-based cancer immunotherapy.
RXi reported a net loss applicable to common stockholders of $11.06
million for the year ended Dec. 31, 2016, a net loss applicable to
common stockholders of $10.43 million for the year ended Dec. 31,
2015, and a net loss applicable to common stockholders of $12.93
million for the year ended Dec. 31, 2014.
As of June 30, 2017, RXi Pharmaceuticals disclosed $8.39 million in
total assets, $2.45 million in total liabilities, all current, and
$5.93 million in total stockholders' equity.
SE PROFESSIONALS: Wants Exclusive Plan Filing Extended to Jan. 19
-----------------------------------------------------------------
SE Professionals, S.C., asks the U.S. Bankruptcy Court for the
Northern District of Illinois to extend the Debtor's exclusive
periods to file a plan of reorganization and solicit acceptance of
the plan to and including Jan. 19, 2018, and March 20, 2018,
respectively.
A hearing to consider the Debtor's requested extension is set for
Sept. 26, 2017, at 9:30 a.m.
The Debtor says that extending the Exclusive Periods will
facilitate its efforts in completing its Chapter 11 case.
The Debtor states that this request is not being made for the
purpose of causing undue delay and believes that the requested
extensions are in the best interests of its estate and its
creditors. The Debtor assures the Court that no creditor will be
prejudiced or harmed by extending the Exclusive Periods.
The Debtor also seeks to extend the date established by the court
order setting Oct. 12, 2017, as the date by which the Debtor is
required to file its plan and supporting disclosure statement.
Pursuant to Section 1121(b) of the U.S. Bankruptcy Code, the Debtor
holds the exclusive right to file a plan through and including Oct.
12, 2017, and pursuant to Section 1121(c)(3) of the Code, the
Debtor holds the exclusive right to obtain acceptances of its plan
through and including Dec. 11, 2017.
The Debtor says it has been diligently pursuing the administration
of this Chapter 11 case with a view toward formulating a prompt
exit strategy. The Debtor asserts that sufficient cause exists to
extend the Exclusive Periods and the Plan Due Date.
The Debtor has recently entered into a forbearance agreement with
its secured lender which was the recent focus of the Debtor's
attention rather than the plan; however, this forbearance agreement
will help facilitate the Debtor's formulation of a plan.
No prior extensions of the Exclusive Periods and Plan Due Date in
this Chapter 11 case have been requested by the Debtor or granted
by the Court.
The Debtor assures the Court that pursuant to the cash collateral
court orders, the secured interests of the lender are adequately
protected and will remain adequately protected throughout this
Chapter 11 case as the Debtor formulates its exit strategy.
About SE Professionals
SE Professionals, doing business as Premier Vision, is a Wisconsin
service corporation which employs licensed optometrists and sells
eye-wear at three locations in the Milwaukee, Wisconsin area. SE
Professionals' principal place of business is 840 W. Blackhawk St.,
Apt. 413, Chicago, Illinois, which is the residence of the
president, sole director and sole shareholder of SE, namely, D.
King Aymond, M.D.
SE Professionals filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 17-18113) on June 14, 2017. King D. Aymond, M.D., president,
signed the petition. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.
The case is assigned to Judge Donald R. Cassling.
The Debtor is represented by Arthur G Simon, Esq., at Crane,
Heyman, Simon, Welch & Clar.
No trustee, examiner or official committee of unsecured creditors
has been appointed in the case.
SEADRILL LTD: Enters Into Restructuring Support Agreement with SFL
------------------------------------------------------------------
Ship Finance International Limited ("Ship Finance" or the
"Company") on Sept. 13 disclosed that the Company and certain of
its subsidiaries have entered into a restructuring agreement in
connection with a comprehensive restructuring of Seadrill Limited
and certain of its subsidiaries ("Seadrill").
Seadrill has filed prearranged chapter 11 cases in the Southern
District of Texas together with the agreed restructuring plan.
This is supported by secured lenders representing more than
two-thirds of each of its secured credit facilities, approximately
40 percent of its bondholders and a consortium of investors. The
Company and three of the Company's subsidiaries, who own and lease
the drilling rigs West Linus, West Hercules and West Taurus to
Seadrill, have also entered into the restructuring agreement.
In addition to raising $1.06 billion of new capital, Seadrill will
extend and re-profile the secured bank debt and reduce leverage.
The agreement should provide Seadrill with a five-year runway and a
bridge to an industry recovery.
As part of the restructuring plan, Ship Finance and its relevant
subsidiaries have agreed to reduce the contractual charter hire by
approximately 30% for a 5-year period starting in 2018, with the
reduced amounts added back in the period thereafter. The leases
for West Hercules and West Taurus will also be extended for a
period of 13 months until December 2024.
Concurrently, the banks who finance the three rigs have agreed to
extend the loan period by approximately four years, with reduced
amortization in the extension period compared to today's level. The
net cash flow from the three rigs in the extension period is
estimated to approximately $29 million per year, or approximately
$0.08 per share per quarter, net of loan interest and
amortization.
Ole B. Hjertaker, CEO of Ship Finance Management AS, said in a
comment: "Seadrill has for a long period communicated the need for
a restructuring of its balance sheet in order to meet its
operational and financial commitments. We are very happy to see
that there is strong support for the restructuring from existing
stakeholders and also new money investors.
The uncertainty on timing of the restructuring and impact on our
leases has been negative for us and our investors. We are happy to
announce a comprehensive solution where we are an integral part and
with revised terms that will facilitate continued cash flow from
the three rigs. The Board adjusted the dividend in connection with
the latest quarterly report in August, and we can now focus on new
asset acquisitions, with the aim to build our distribution capacity
going forward."
About Seadrill Ltd
Seadrill Limited is a deepwater drilling contractor providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, on Sept. 12, 2017, Seadrill
Limited and 85 affiliated debtors each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code in
the Bankruptcy Court for the Southern District of Texas. The
Debtors have requested that their Chapter 11 cases be jointly
administered under Case No. 17-60079.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") are
commencing liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served as
co-financial advisor during the negotiation of the restructuring
agreement. Advokatfirmaet Thommessen AS is serving as Norwegian
counsel. Conyers Dill & Pearman is serving as Bermuda counsel.
Prime Clerk is the claims agent and maintains the Web site
https://cases.primeclerk.com/seadrill
SHEET METAL AIR: Can Use Cash Collateral on Interim Basis
---------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas authorized Sheet Metal Air Plus Co., LLC,
to use cash collateral on an interim basis only in the ordinary
course of business.
Consequently, the Debtor is directed to make adequate protection
payments to the Texas Comptroller in the amount of $500 each month,
until further order of the Court. The Texas Comptroller is also
awarded a replacement lien in post-petition cash collateral to the
same extent as existent on August 9.
In addition, the Debtor is directed to:
(a) maintain the replacement collateral at a level generally
no less than what was on hand on petition date;
(b) make available on-line its Monthly Operating Reports on
their due dates in this case; and
(c) file all post-petition tax reports and returns on a timely
basis, and pay all post-petition taxes on a timely basis, beginning
with those accruing August 10, 3017 and after.
A full-text copy of the Order, dated August 31, 2017, is available
at https://is.gd/2tvsz6
Counsel for the Texas Comptroller of Public Accounts:
John Mark Stern, Esq.
Assistant Attorney General
Bankruptcy & Collection Division MC 008
P.O. Box 12548
Austin, TX 78711-2548
Telephone: (512) 475-4868
Facsimile: (512) 936-1409
E-mail: john.stern@aog.texas.gov
About Sheet Metal Air Plus
Sheet Metal Air Plus Co., LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-31270) on Aug.
10, 2017. The petition was signed by its sole member, Alberto
Ortiz.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities between $100,000 and $500,000.
Judge H. Christopher Mott presides over the case.
The Debtor is represented by E.P. Bud Kirk, Esq., as legal counsel.
SHINGLE SPRINGS: S&P Affirms Then Withdraws 'B+' ICR
----------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Placerville, Calif.-based Shingle Springs Tribal Gaming Authority.
The outlook is stable.
S&P said, "We subsequently withdrew the rating at the issuer's
request following the redemption of Shingle Springs' 9.75% senior
notes due 2021. We also withdrew our issue-level rating on the
notes since they have been repaid.
"The rating actions reflect our forecast for Shingle Springs, which
includes minimal EBITDA growth, due to the potential negative
impact of new competition, but for credit measures to continue to
improve through debt reduction. Shingle Springs recently redeemed
its 9.75% senior notes due 2021."
SPI ENERGY: Agrees to Amend Its Deposit Agreement With BNY Mellon
-----------------------------------------------------------------
SPI Energy Co., Ltd. entered into an amendment with The Bank of New
York Mellon, as depositary of the Company's American Depositary
Shares (ADSs), to amend the Deposit Agreement dated as of Nov. 5,
2015, among the Company, the Depositary, and all owners from time
to time of ADSs issued thereunder.
The Amendment provides that upon the termination of the Deposit
Agreement all outstanding ADSs will be exchanged on a mandatory
basis for ordinary shares of the Company. The Amendment will
become effective on Sept. 18, 2017.
About SPI Energy
Hong Kong-based SPI Energy Co., Ltd. (NASDAQ:SPI) --
http://www.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.
SPRUHA SHAH: 3rd Interim Cash Collateral Order Entered
------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an agreed third interim
order authorizing Spruha Shah, LLC, and its debtor affiliates to
use cash collateral of MB Financing Bank until Oct. 6, 2017.
A hearing on the Debtors' further use of cash collateral will be
held on Oct. 3, 2017 at 10:00 a.m.
The Debtors are authorized to use cash collateral conditioned on
these terms and conditions:
(a) Spruha Shah, LLC, must make $11,033.60 adequate protection
payment, of which $4,571.03 is to be applied to the payment of real
estate tax bills issued after the Aug. 31 court order, to MB
Financing on or before Sept. 15, 2017, and thereafter in the same
amount each subsequent month;
(b) Sneh and Sahil Enterprises, Inc., must make a $2,100
adequate protection payment to MB Financing on or before Sept. 15,
2017, and thereafter in the same amount on each subsequent month;
(c) MB Financing is granted post-petition replacement liens in
the Debtors' property to the extent that the value of their
pre-petition cash-collateral diminishes post-petition;
(d) each Debtor must establish its sole Debtor-in-Possession
operating account at MB Financing and must maintain the operating
account at MB Financing Bank throughout this bankruptcy proceeding;
(e) the Debtors are authorized to pay from the funds in their
Debtor-in-Possession operating accounts only: (i) those types of
expenditures specified in the budgets, and (ii) in the amounts set
forth for each line item expenditure in the Budget. Total
expenditures may not exceed 10% over the proposed expenditures in
the Budget;
(f) the Debtors will not use, sell or otherwise dispose of any
of Debtors' assets, except in the ordinary course of their
business, without further order of the Court;
(g) the Debtors agree not to incur any further indebtedness
other than in the ordinary course of business, grant or provide
liens, or guaranty other obligations, without the prior written
consent of MB Financing and the Court.
(h) the Debtors will maintain insurance coverage requirements
pursuant to the provisions of its existing agreements with MB
Financing, including maintaining MB Financing as the loss payee
under the Debtors' insurance policy on the Premises;
(i) the Debtors will timely pay all real estate tax bills on the
Premises issued by the Cook County Treasurer subsequent to the Aug.
31 Order;
(j) the Debtors will properly maintain the Premises in good
repair and properly manage such Premises; and
(k) the Debtors will permit MB Financing to inspect its books
and records.
A full-text copy of the Order, dated Aug. 31, 2017, is available at
https://is.gd/fyFwr9
About Spruha Shah and
Sneh and Sahil
Sneh and Sahil Enterprises, Inc. -- http://www.arlingtonrental.com/
-- does business under two assumed names, as follows: (a) Arlington
Rental, which is in the business of the rental of party equipment
and supplies, like tents, portable dance floors, tables chairs and
other catering needs, and (b) R Lederleitner Landscape, which is in
the business of performing landscaping services. It operates from
a commercial property owned by Spruha Shah.
Spruha Shah, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), is the owner of the real property commonly
known as 500 S. Hicks Rd., Palatine, Illinois.
Spruha Shah, LLC and Sneh and Sahil Enterprises filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-18858 and
17-18861, respectively) on June 22, 2017. The petitions were
signed by Sanjay Shah, managing member. The cases are jointly
administered under Case No. 17-18858, with Judge Deborah L. Thorne
presiding.
At the time of filing, the Debtors estimated assets and liabilities
ranging between $1 million to $10 million.
The Debtors are represented by Timothy C. Culbertson, Esq., at the
Law Offices of Timothy C. Culbertson.
SQUARETWO FINANCIAL: Ohio Consumers Class Can't Pursue Claims
-------------------------------------------------------------
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York addresses the motion filed by Vicki
L. Young and the Certified Classes of Ohio Consumers seeking an
order modifying the automatic stay to permit them to prosecute
their counterclaims against Square Two Financial Services
Corporation, et al., with monetary relief limited to insurance.
They also seek an award of the attorneys' fees and costs they have
incurred in bringing the Motion.
Upon analysis of the case, the Court finds that the Class Claimants
have failed to establish cause for granting them relief from the
Plan Injunction. They have also failed to establish grounds for
awarding them their attorneys' fees and costs. Accordingly, the
Motion is denied.
In deciding the case, Judge Garrity used the 12 Sonnax Factors in
determining whether the movants established cause for relief from
the injunction.
The application of Sonnax Factor #12 (i.e., the impact of the stay
on the parties and the balance of harms) clearly weighs against
granting the Motion. The continued prosecution of the Counterclaims
will impair Reorganized CACH LLC's fresh start, interfere with the
wind down of the Dissolving Debtors and the implementation of the
Plan, and unjustifiably deny the 1.5 Lien Lenders payments called
for under the Plan on account of their claims. In contrast, the
Class Claimants will not be harmed at all, because their only
recourse, with or without relief from the injunction, is to the
Creditors' Trust since they are not entitled to any distributions
under the Plan. Application of Sonnax Factor #10 also weighs
against granting the Motion. In evaluating this factor, courts
consider whether lifting the stay might invite similar motions from
similarly situated creditors.
Here, there is a real threat that allowing the Class Claimants to
prosecute the Counterclaims would indeed open the "floodgates" to
other similar litigation against the Reorganized Debtors since, as
the record of these cases reflects, there are pending lawsuits in
state court actions similar to the Ohio Class Action.
As to the balance of the remaining Sonnax Factors, Factors #3 and
#6 are either not applicable to the Motion, or their application
does not support granting the Motion. Moreover, since the
Counterclaims have been discharged under the Plan, the Class
Claimants are not entitled to any distribution on account of their
claims under the Plan, and there is no evidence that the Insurers
will cover the costs of litigating the Counterclaims, that
litigation cannot go forward. As such, it is irrelevant to the
resolution of the Motion whether any judgment that would result if
the Counterclaims went forward is subject to equitable
subordination (Factor #8) or would result in a judicial lien
avoidable by the Debtors (Factor #9). So too are considerations of
judicial economy and the expeditious and economical resolution of
the litigation (Factor #10), whether the parties are ready for
trial in Ohio (Factor #11), whether the Ohio Court is a specialized
court (Factor #4) and whether allowing the Ohio Class Action to go
forward would result in a partial or complete resolution of the
litigation (Factor #1).
There are also no grounds for awarding the Class Claimants their
attorneys' fees and cost.
A full-text copy of Judge Garrity's Memorandum Decision and Order
dated Sept. 11, 2017, is available at:
http://bankrupt.com/misc/nysb17-10659-454.pdf
Counsel for Movants Vicki L. Young and Certified Classes of Ohio
Consumers:
Robert S. Belovich, Esq.
ROBERT S. BELOVICH ATTORNEY LLC
9100 South Hills Blvd., Suite 325
Broadview Heights, Ohio 44147
rsb@belovichlaw
Counsel for the Plan Administrator:
Matthew A. Feldman, Esq.
Paul V. Shalhoub, Esq.
Robin Spigel, Esq.
Debra C. McElligott, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
mfeldman@willkie.com
pshalhoub@willkie.com
rspigel@willkie.com
dmcelligott@willkie.com
Counsel for Resurgent Holdings LLC:
Michael J. Small, Esq.
Jack G. Haake, Esq.
FOLEY & LARDNER LLP
321 N. Clark Street, Suite 2800
Chicago, IL 60654
Email: msmall@foley.com
jhaake@foley.com
About SquareTwo Financial
SquareTwo Financial Services Corporation and its affiliates
acquire, manage, and collect charged-off consumer and commercial
accounts receivable, which are accounts that credit issuers have
charged off as uncollectible, but that remain owed by the borrower
and subject to collection.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 17-10659) on March 19, 2017. The petitions
were signed by J.B. Richardson, Jr., authorized signatory.
The Debtors are represented by Willkie Farr & Gallagher LLP in New
York. Their CCAA Counsel is Thornton Grout Finnigan LLP in
Toronto, Ontario.
The Debtors' restructuring advisor is Alixpartners, LLP, while
their investment bankers are Keefe, Bruyette & Woods, Inc., and
Miller Buckfire & Co. Gavin/Solmonese LLC has been tapped as
financial advisor. The Debtors' claims and noticing agent is Prime
Clerk LLC.
At the time of filing, the Debtors had estimated assets of $100
million to $500 million and estimated debts of $100 million to $500
million.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Arent Fox LLP as its legal counsel.
ST. ALBANS CLEANERS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of St. Albans Cleaners and
Launderers, Inc. as of September 15, according to a court docket.
About St. Albans Cleaners
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.
STAGE COACH: California Court Affirms Chapter 11 Case Dismissal
---------------------------------------------------------------
In the appeals case captioned THOMAS C. NELSON, Appellant, v.
DEUTSCHE BANK NATIONAL TRUST CO., Appellee, Case No. CV 16-07587-AB
(C.D. Cal.), Nelson appeals the Bankruptcy Court's Sept. 27, 2016,
Order Dismissing Chapter 11 Case With 180-Day Bar To Refiling. The
Appellant filed his Opening Brief on Jan. 31, 2017; no responsive
brief was filed.
Judge Andre Birotte, Jr., of the U.S. District Court for the
Central District of California affirmed the Bankruptcy Court's
order.
Appellant is an unsecured creditor of the debtor Stage Coach
Venture, LLC. The Debtor had previously filed a chapter 11 petition
on June 10, 2011. On June 17, 2014, the Court dismissed Debtor's
prior chapter 11 case because Debtor did not have a disclosure
statement approved and did not confirm a chapter 11 plan by the
Court-set deadline. On Oct. 18, 2015, the Debtor filed the
voluntary chapter 11 petition that initiated the bankruptcy case
giving rise to this appeal.
Appellant faults the Court for not having any declarations or
documentary evidence that would ordinarily be filed with a motion
to dismiss. But the Court had the authority to dismiss the case sua
sponte without a motion, and the docket itself shows that Debtor
disobeyed court orders, did not timely file a disclosure statement
or confirm a plan, and did not seek approval of the Settlement,
which is the evidence that the Court relied on to establish cause
under section 1112(b)(4)(B), (E), and (J). The Court didn't need
any evidence other than the docket to find these facts. Appellant
argues that neither he nor the Debtor was given an opportunity to
rebut these conclusions, but the transcript from the Sept. 8 and 22
hearings again belie this.
Upon assessment of the remaining arguments, Judge Birotte finds
that the bankruptcy court's factual findings were not erroneous.
Rather, they were supported by objective facts ascertainable from
the docket. The conclusions the bankruptcy court drew from those
facts were neither illogical, implausible, nor unsupported; they
must, therefore, be affirmed.
The bankruptcy case is In re: STAGE COACH VENTURE, LLC, Debtor.
THOMAS C. NELSON, Appellant, v. DEUTSCHE BANK NATIONAL TRUST CO.,
Appellee, Bkcty Case No. 15-13471 VK (C.D. Cal.).
A full-text copy of Judge Birotte's Order dated Sept. 8, 2017, is
available at https://is.gd/c2OW35 from Leagle.com.
Stage Coach Venture, LLC, Appellant, represented by Evan Llewellyn
Smith -- els@elsmithlaw.com -- Evan L Smith Law Offices.
Thomas C. Nelson, Appellant, represented by Illyssa Iona Fogel --
ifogel@iiflaw.com -- Illyssa I Fogel and Associates & Dayna C.
Chillas -- dayna.c@hotmail.com -- The Chillas Law Firm.
Deutsche Bank National Trust Company, Appellee, represented by
Darlene C. Vigil -- darlenev@bdfgroup.com -- Barrett, Daffin,
Frappier, Treder and Weiss, LLP.
About Stage Coach Venture
Stage Coach Venture, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C. D. Calif. Case No. 15-13471) on October
18, 2015. The petition was signed by Kevin Tucker, managing
member.
The case is assigned to Judge Victoria S. Kaufman.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million. The Debtor is represented by
Evan L. Smith, Esq.
STAR GAS: Egan-Jones Raises Sr. Unsecured Ratings to BB+
--------------------------------------------------------
Egan-Jones Ratings Company, on June 27, 2017, raised local currency
and foreign currency senior unsecured ratings on debt issued by
Star Gas Partners LP to BB+ from BB.
Star Gas Partners is a full service energy provider specializing in
the sale of home heating products and services to residential and
commercial customers.
STINAR HG: Exclusive Plan Filing Deadline Extended to Jan. 18
-------------------------------------------------------------
The Hon. Kathleen H. Sanberg of the U.S. Bankruptcy Court for the
District of Minnesota has extended, at the behest of Stinar HG,
Inc. and Oakridge Holdings, Inc., the period of time within which
they can exclusively file a plan of reorganization up to Jan. 18,
2018.
As reported by the Troubled Company Reporter on Aug. 28, 2017, the
Debtors asked the Court to extend their exclusivity period to file
a plan up to Jan. 16, 2018, saying that in August 2016, Stinar
entered into two agreements with Kruckeberg Industries, LLC. The
agreements consist of a long-term management agreement and an
agreement to sell all of Stinar's assets to Kruckeberg. Based on
the status of Stinar's parent corporation as a publicly traded
company, Oakridge received advice that they would need to have a
shareholder vote to dispose of Stinar's assets. The Debtors
believe that an exclusivity extension will grant all parties the
opportunity to gain critical information regarding the Debtor's
performance now that the company has the financing to go back to
normal operations, negotiate with creditors, find additional
financing (if needed), and put forth a confirmable plan.
About Stinar HG & Oakrdige
Stinar HG, Inc., dba The Stinar Corporation, is a Minnesota-based
company that manufactures ground support equipment for the aviation
industry. The late Frank Stinar founded Stinar Corp. in 1946.
Stinar's products are used to load, service, and maintain all types
of aircraft for both government and commercial applications. The
company's corporate headquarters and its 40,000-square foot
manufacturing facility are in Eagan, Minnesota.
On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a
publicly held Minnesota-based company, became the new owner of
Stinar. Currently, Stinar is the only asset of Oakridge Holdings.
The largest shareholder of Oakridge Holdings is Robert Harvey who
holds approximately 21% of the outstanding shares.
Oakridge Holdings and operating unit Stinar HG filed bankruptcy
Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and
17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO and
president, signed the petitions.
On May 26, 2017, the Court entered an Order allowing the joint
administration of these Chapter 11 cases under Bankr. D. Minn. Case
No. 17-31670.
At the time of filing, debtor Oakridge Holdings disclosed total
assets of $990,237 and total liabilities of $2.17 million, while
debtor Stinar HG disclosed total assets of $8.22 million and total
liabilities of $2.91 million.
The cases are assigned to Judge Kathleen H Sanberg.
The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia
Law Group.
STUDIO TWENTYEIGHT: Has Final OK on Cash Collateral Use
-------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Studio Twentyeight, Inc. to use cash
collateral on final basis to pay ordinary and necessary expenses
substantially in accordance with the Budget.
Fox Capital Group and Susquehanna Salt Lake, LLC, are each granted
with replacement lien in and upon all of the categories and types
of collateral in which it held a security interest and lien as of
the Petition Date to the same extent, validity and priority that
they held as of the Petition Date.
In addition, the Debtor is directed to:
(a) maintain insurance coverage for the Collateral in
accordance with the obligations under the loan and security
documents;
(b) grant Fox Capital and Susquehanna the right to inspect the
collateral;
(c) provide to Fox Capital or Susquehanna such reports as Fox
Capital or Susquehanna may reasonably request.
A full-text copy of the Order, dated August 31, 2017, is available
at https://is.gd/fU3WHO
About Studio Twentyeight
Studio Twentyeight, Inc., provides training in music, the arts and
dance to more than 700 existing clients, and sells musical
instruments, equipment and apparel to its customers at its
business, which operates at The Shops at Wiregrass, Wesley Chapel,
Florida.
Studio Twentyeight filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 17-06911) on Aug. 4, 2017. Steven Morgan, the company's
president, signed the petition.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
Judge K. Rodney May presides over the case.
Stichter, Riedel, Blain & Postler, P.A., is serving as bankruptcy
counsel to the Debtor.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
SURPLUS MANAGEMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Surplus Management Systems, LLC
38335 Shagbark Lane
Wadsworth, IL 60083
Business Description: Surplus Management Systems is engaged in
the business of leasing real estate
properties. The
Company sought bankruptcy protection on Aug.
19, 2014 (Bankr. N.D. Ill. Case No. 14-
30516) and Nov. 23, 2009 (Bankr. N.D. Ill.
Case No. 09-44337).
NAICS (North American
Industry Classification
System) 4-Digit Code That
Best Describes Debtor: 5311
Chapter 11 Petition Date: September 17, 2017
Case No.: 17-22658
Court: United States Bankruptcy Court
Northern District of Indiana (Hammond Division)
Judge: Hon. James R. Ahler
Debtor's Counsel: Renee' M. Babcoke, Esq.
LAW OFFICE OF RENEE' M. BABCOKE
425 N. Miami Street
Miller Beach, IN 46403
Tel: 219-262-3358
E-mail: babcokelaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Andrew L. Young, manager/president.
The Debtor says it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/innb17-26658.pdf
THOMAS BEESON: Selling Deerfield Property for $3.3M to Fund Plan
----------------------------------------------------------------
Thomas E. Beeson and Donna L. Beeson ask the U.S. Bankruptcy Court
for the Northern District of Illinois to authorize their sale of
the real property commonly known as 1300 Half Day Road, Deerfield,
Illinois ("South Parcel"), to Continental Beeson Corner South, LLC
for $3,250,000.
A hearing on the Motion is set for Sept. 28, 2017 at 9:30 a.m.
The Debtors, through their Beeson Plantation, Inc., utilize the
South Parcel for its retail nursery operations and the property at
12526 W. Highway 22, Bannockburn, Illinois ("Highway 22 Property")
for its wholesale nursery operations. They formerly owned a parcel
of real estate located at 23443 N. Waukegan Road, Bannockburn,
Illinois ("North Parcel") which was a vacant parcel of land
approximately 9 acres in size. Pursuant to an order of the Court,
the Debtors sold the North Parcel as part of the North Parcel
Transaction.
The Debtors currently own the South Parcel, which they acquired as
part of the North Parcel Transaction. The South Parcel is a
property approximately 5 acres in size and is located at the
intersection of Waukegan Road and Highway 22 (Half Day Road). The
Debtors operate the retail portion of the Plantation nursery
business out of the South Parcel and the buildings located on the
South Parcel.
The Debtors own the Highway 22 Property. The Plantation uses the
Highway 22 Property in its wholesale nursery operations. Pursuant
to the North Parcel Transaction, the liens which were formerly
outstanding against the Highway 22 Property were satisfied and
released. The Debtors are not aware of any liens or encumbrances
against the Highway 22 Property other than real estate taxes which
are not yet due and payable. As a result of the foregoing, the
Debtors own both the South Parcel and the Highway 22 Property free
and clear of liens and encumbrances, other than non-delinquent real
estate taxes.
Prior to the filing of the case, the Debtors engaged in a
substantial effort to market and sell or develop the North Parcel
and the South Parcel to pay the liens outstanding against the North
Parcel and the Highway 22 Parcel while still allowing them to
continue their nursery business. They negotiated at length with
Continental Properties Company, Inc. in their efforts to sell the
North Parcel and provide for its development as a commercial
property.
As a result of those efforts, the Debtors entered into an agreement
in January of 2013 to grant an option to Continental Beeson Corner,
LLC to purchase the North Parcel ("North Parcel Option"). At the
same time, Continental 165 Fund, LLC purchased the South Parcel
from the Debtors for $3.5 million which was used to pay delinquent
liens against the South Parcel and prevent the South Parcel from
being acquired by competing interests. The North Parcel Option
granted Continental Beeson an option to purchase the North Parcel
for a purchase price of $10,000,000.
The exercise of the North Parcel Option was contingent upon the
Debtors obtaining agreements with their lenders to satisfy all
existing liens against the North Parcel and upon Continental Beeson
obtaining necessary approvals to allow it to develop the North
Parcel with a Mariano's grocery store. The North Parcel Option
agreement also provided that approximately $3.5 million of the
purchase price would be satisfied through the transfer of the South
Parcel back to Debtors pursuant to an agreement with Continental
Beeson and its affiliate Continental 165. The North Parcel Option
and its related agreements were executory contracts on the date the
case was filed.
On April 13, 2016, the Debtors presented their North Parcel Sale
Motion, asking approval of the transactions contemplated by the
North Parcel Option which the Court granted on May 4, 2016. After
the entry of the North Parcel Sale Order, Continental Beeson
exercised the North Parcel Option and the closing for the
transactions contemplated pursuant to the North Parcel Option
Agreement took place in July of 2016.
As a result, liens against the North Parcel, the South Parcel and
the Highway 22 Property were satisfied and released and the Debtors
became the owners of the South Parcel, free and clear of any liens,
claims or encumbrances. Since the closing, Continental Beeson has
completed the construction of the Mariano's grocery store on the
North Parcel, which in turn has significantly enhanced the value of
the South Parcel owned by the Debtors.
The Debtors have filed their Plan of Reorganization Dated January
5, 2017 and Disclosure Statement in the case. Under the Plan, the
Debtors are required to reserve an amount or otherwise secure
payment of the amount, if any, ultimately determined by the Court
to be due to the Claim of Ice Miller, LLP, former attorneys for
Thomas Beeson, which is a disputed claim. On confirmation, the
Debtors will require approximately $1,300,000 in cash to fund the
payments due under the Plan.
The funds for the payments due under the Plan will come from the
sale or refinancing of the South Parcel. To that end, the Debtors
have worked with Continental to negotiate an agreement for the sale
and development of the South Parcel. They plan is to sell the
South Parcel for redevelopment and move their wholesale nursery
operations to the Highway 22 Property. They believe that the
development of the South Parcel as commercial and multiuse
residential property will realize the best return for the South
Parcel and will allow them to confirm the Plan and fund all
payments required under the Plan. The relocation of the Plantation
nursery operations to the Highway 22 Property will also allow the
Debtors to rebuild their wholesale nursery business and continue
their business operations on a profitable basis.
The Debtors have entered into an agreement, subject to approval by
the Court, with the Buyer for the sale of the South Parcel.
The essential terms of the Purchase Agreement are:
a. The Purchase Agreement will become effective on the
date the Court enters an Order approving the Purchase Agreement and
authorizing Debtors to enter into the Purchase Agreement.
b. The Buyer will have a period of 60 days from the
Effective Date during which it will seek all Approvals necessary
for development of the Property.
c. Upon the Buyer notifying the Debtors prior to the
Contingency Waiver Date that the Buyer waives the Approval
Contingency, the Closing will take place on Dec. 15, 2017, or 15
days after the Contingency Waiver Date or such earlier date as the
Buyer elects. If Buyer does not waive the Approval Contingency
prior to the expiration of the Contingency Waiver Date, the
Purchase Agreement will terminate.
d. The Purchase Price for the Property is $3,250,000,
payable as follows: (i) within five days after the Effective Date,
the Buyer will deposit $10,000 in escrow as earnest money; (ii) at
closing, the Buyer will pay $2,200,000, by crediting the amount of
the Earnest Money against the Purchase Price, and paying the
balance of $2,190,000 to the Debtors in cash, subject to adjustment
for applicable credits or prorations pursuant to the terms of the
Purchase Agreement; and (iii) at closing, the Buyer will also
deposit the balance of the Purchase Price, i.e. $1,050,000, into
escrow, which sum will be disbursed to the Debtors as follows: (A)
$400,000 will be released to the Debtors upon the Buyer obtaining
all Approvals for the Property; and (B) $650,000 will be released
upon Seller vacating the Property on July 1, 2018 or six months
after Closing under the Purchase Agreement.
e. The sale of the Property will be free and clear of any
and all liens, claims or interests, if any, with such liens, claims
or interests attaching solely to the proceeds of sale.
f. The Seller will be granted a license to continue to
occupy and use the Property for a period ending on the later of
July 1, 2018 or six months after Closing under the Purchase
Agreement.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Thomas_Beeson_138_Sales.pdf
The Debtors will incur customary closing costs, including costs for
recording fees, title charges, and title insurance charges in
connection with the closing of the sale of the South Parcel for
which the Estate is obligated pursuant to the Purchase Agreement.
In addition, any real estate taxes which remain unpaid and the
prorated portion of real estate taxes which have been assessed but
are not yet due and payable must be paid or credited to the Buyer
at the closing of the sale of the South Parcel. All such charges
are either administrative expenses of this Estate or are amounts
secured by liens against the South Parcel which must be paid at
closing in order to deliver good title to the Buyer and comply with
the Purchase Agreement. Accordingly, the Debtors ask that they be
authorized to pay or permit a credit against the Purchase Price for
all customary closing costs and real estate taxes at the closing of
the sale of the South Parcel from the proceeds of sale.
The Debtors also ask the Court to authorize them to deposit the sum
of $1,300,000 from the proceeds of sale at Closing into a
segregated interest bearing escrow account as a plan deposit, to be
held and disbursed solely in accordance with further Order of
Court, the Confirmation Order or the Plan.
The Purchaser:
CONTINENTAL BEESON CORNER SOUTH, LLC
c/o Continental Properties Company, Inc.
Attn: Legal Department
W134 N8675 Executive Parkway
Menomonee Falls, WI 53051
Facsimile: (262) 502-5522
E-mail: ekeyser@cproperties.com
jbenesh@cproperties.com
About the Beesons
Thomas E. Beeson and Donna L. Beeson operate a nursery business
through their wholly owned corporation, Beeson Plantation, Inc.
They, through Plantation, utilize the South Parcel located at 1300
Half Day Road, Deerfield, Illinois, for its retail nursery
operations and the property at 12526 W. Highway 22, Bannockburn,
Illinois for its wholesale nursery operations.
Thomas E. Beeson and Donna L. Beeson filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 16-00783) on January 11, 2016, and are
represented by:
Joseph A. Baldi, Esq.
Julia D. Loper, Esq.
Baldi Berg, Ltd.
20 N. Clark St., Suite 200
Chicago, IL 60602
Tel: (312) 726-8150
The Debtors filed their Plan of Reorganization on Jan. 5, 2017.
TMR LLC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of TMR, LLC, as of Sept. 14,
according to a court docket.
About TMR LLC
TMR, LLC, owns a commercial building in Washington, Missouri, which
houses two manufacturing companies. The building also was owned by
the Roewes before being transferred to TMR in 2014. The Debtor
listed its business as a single asset real estate (as defined in 11
U.S.C. Section 101(51B)). It is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
TMR filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo.
Case No. 17-45907) on Aug. 29, 2017, estimating its assets and
liabilities at between $1 million and $10 million. The petition
was signed by Timothy M. Roewe, managing member.
Judge Charles E. Rendlen III presides over the case.
A. Thomas DeWoskin, Esq., at Danna Mckitrick, PC, serves as the
Debtor's bankruptcy counsel.
TOYS "R" US: Set to File for Bankruptcy as Soon as This Week
------------------------------------------------------------
America's largest toy chain, Toys R Us, could file for bankruptcy
as soon as this week, CNBC and Bloomberg News report, citing
sources familiar with the matter.
CNBC's sources noted that the bankruptcy plans are not definite,
and both its plans to file and its timing could change.
A bankruptcy, according to CNBC, would help simplify a capital
structure made complex by its trio of financial owners. Toys R Us
was acquired by private equity firms Kohlberg Kravis Roberts and
Bain Capital Partners and real estate investment trust Vornado
Realty Trust in 2005 in a deal valued at $6.6 billion.
The Company has hired restructuring lawyers at Kirkland & Ellis to
help address looming $400 million in debt due in 2018. The Company
has earlier announced it is working with Lazard to assist the
Company in connection with a potential debt refinancing to address
these upcoming maturities.
The Company, according to Bloomberg News, has also hired a claims
agent.
"This filing is really a buildup of financial problems over the
past 15 years," said Jim Silver, an industry analyst and the editor
of toy-review site TTPM.com, accroding to Bloomberg. "Finally, the
straw broke the camel's back."
As of April 29, 2017, the Company had $446 million of debt
maturities before the end of fiscal 2018, which were primarily
comprised of an incremental secured term loan facility of $125
million and a second incremental secured term loan facility of $63
million maturing in May of 2018, and 7.375% senior notes of $208
million maturing in October of 2018.
Toys "R" Us early this month scheduled its second quarter 2017
earnings conference call at 3:30 p.m. ET on Tuesday, Sept. 26,
2017. On the call, the company's leadership team will discuss the
Company's financial results. The Company intends to file the
quarterly results with the Securities and Exchange Commission
shortly before such call.
About Toys "R" Us
Toys "R" Us, Inc. is an American toy and juvenile-products retailer
founded in 1948 and headquartered in Wayne, New Jersey, in the New
York City metropolitan area.
Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in
the United States, Puerto Rico and Guam, and in more than 780
international stores and more than 245 licensed stores in 37
countries and jurisdictions. Merchandise is also sold at
e-commerce sites including Toysrus.com and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
The Company and its subsidiaries posted a net loss of $163 million
on $2.206 billion of net sales for the 13 weeks ended April 29,
2017, compared with a net loss of $125 million on $2.319 billion of
net sales for the 13 weeks ended April 30, 2016.
UNI-PIXEL INC: Common Stock Delisted from Nasdaq
------------------------------------------------
Uni-Pixel, Inc., confirmed that that the Company's common stock,
par value $0.001 per share was delisted from The Nasdaq Stock
Market LLC at the opening of trading on Sept. 12, 2017, as
previously reported by the Company in its Current Report on Form
8-K as filed with the Securities and Exchange Commission on Sept.
5, 2017. The Company's common stock is now being quoted on the OTC
Markets Group's OTC Pink platform under the symbol "UNXLQ". There
can be no assurance that the Company's Common Stock will continue
to be quoted and traded on the OTC Pink.
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. --
http://www.unipixel.com-- develops and markets metal mesh
capacitive touch sensors for the touch-screen and flexible displays
markets. The Company's roll-to-roll
electronics manufacturing process patterns fine line conductive
elements on thin films. The Company markets its technologies for
touch panel sensor, cover glass replacement, and protective cover
film applications under the XTouch and Diamond Guard brands.
Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed
Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case
No. 17-52101) on Aug. 30, 2017.
The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP,
as bankruptcy counsel; and Crowell & Moring LLP, as special
counsel.
The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated to
be held on Oct. 3, 2017, at 1:00 p.m. Proofs of claim are due by
Jan. 2, 2018.
VILLAGE NEWS: Asks Court to Approve Disclosure Statement
--------------------------------------------------------
Village News, Inc., a California corporation, filed a motion asking
the U.S. Bankruptcy Court for the Central District of California to
approve its disclosure statement in support of their chapter 11
plan of reorganization.
The Debtor asserts that, based on several authorities, its
Disclosure Statement provides more than enough information to
creditors affected by the plan of reorganization. The Disclosure
Statement covers what the debtor is, what its business is, how it
got into bankruptcy, and how it is going to operate under the Plan
and pay its debts in full. Creditors are informed into which class
they fall, with their respective voting rights and claim treatment.
As such, the Court should approve the Disclosure Statement and
authorize its distribution to creditors, and set a hearing for the
confirmation of the Chapter 11 Plan.
About Village News Inc.
Village News, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12082) on March 17,
2017. The petition was signed by Julie Reeder, president. At the
time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
VINCE MYERS: Court Denies Use of Cash Collateral
------------------------------------------------
Judge Janice D. Loyd of the U.S. Bankruptcy Court for the Western
District of Oklahoma has issued an order denying Vince Myers
Welding & Construction, Inc.'s authorization to use any cash
collateral.
The Court held a hearing on Aug. 24, 2017, on the Debtor's amended
motion to use cash collateral, and Plains Marketing, L.P.'s limited
objection to the motion. Present at the hearing were Gary D.
Hammond, counsel for the Debtor, Curtis Weidler, counsel for the
United States, Elizabeth Brown, counsel for Plains Marketing, L.P.
and M.J. Creasey, counsel for the United States Trustee. After
hearing the arguments of counsel and reviewing the pleadings the
Court finds that the Motion should be and is denied and Debtor is
not authorized and Debtor or will not use any cash collateral.
A full-text copy of the Order, dated Aug. 31, 2017, is available at
https://is.gd/VGWsmo
About Vince Myers Welding
Vince Myers Welding & Construction, Inc., based in Cushing,
Oklahoma, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No.
17-12267) on June 7, 2017. 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 Bobbie Myers, president.
The Hon. Janice D. Loyd presides over the case. Gary D. Hammond,
Esq., at Mitchell & Hammond, serves as the Debtor's bankruptcy
counsel.
VYCOR MEDICAL: Peter Zachariou Has 25.7% Stake as of Aug. 5
-----------------------------------------------------------
Peter C. Zachariou disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Aug. 5, 2017, he
beneficially owns 69,487 shares of 7% series D convertible
redeemable preferred stock, par value $0.0001, of Vycor Medical,
Inc. which constitutes 25.7 percent of the shares outstanding.
Mr. Zachariou resides at 132 Calo Den Real, San Josep, Ibiza, Spain
07830. The shares were issued as a dividend on the shares of
Company Series D held by him. Mr. Zachariou received a warrant to
purchase 161,598 shares of common stock at $0.30 per share
exercisable prior to Aug. 4, 2020.
Mr. Zachariou believes the number of shares of the Company's Series
D outstanding common stock to be 270,306 as of Aug. 5, 2017. He
has also separately reported the ownership of Warrants to purchase
an aggregate of 161,598 Common Shares and options to acquire
220,000 Common Shares. Said amount includes all shares issuable to
the Reporting Person on account of Warrants held by the Reporting
Person exercisable within 60 days of the date of the report.
A full-text copy of the regulatory filing is available at:
https://is.gd/RdjuL7
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) --
http://www.VycorMedical.com/-- is dedicated to providing the
medical community with innovative and superior surgical and
therapeutic solutions. The Company has a portfolio of FDA cleared
or registered medical solutions that are changing and improving
lives every day. The company operates two business units: Vycor
Medical and NovaVision, both of which adopt a minimally or
non-invasive approach.
Vycor Medical reported a net loss available to common shareholders
of $1.83 million for the year ended Dec. 31, 2016, compared to a
net loss available to common shareholders of $2.25 million for the
year ended Dec. 31, 2015. As of June 30, 2017, Vycor had $1.82
million in total assets, $969,394 in total liabilities, all
current, and $853,983 in total stockholders' equity.
The Company has incurred losses since its inception, including a
net loss of $1,652,280 and $2,082,643 for the years ending Dec. 31,
2016, and 2015, respectively. As at Dec. 31, 2016, the Company had
stockholder's deficiency of $26,483 and cash of $56,859. As a
result, these conditions had raised substantial doubt regarding the
Company's ability to continue as a going concern, according to the
Company's annual report for the year ended Dec. 31, 2016.
However, On January 11, and Feb. 23, 2017, the Company completed
the sale of $1,274,717 in shares of Common Stock and Warrants to
accredited investors. Included in these gross proceeds is the
conversion of $248,000 of debt on the balance sheet at Dec. 31,
2016, so that proceeds net of debt conversion were $1,026,717. The
Private Placement raised net cash proceeds, after debt conversion
and expenses, of $941,889. Management has evaluated the effects of
the Private Placement on the Company's financial condition, as well
as the continued revenue growth coupled with improved margins and
control of expenses. Management is of the opinion that any
potential going concern uncertainty that previously existed has
been remediated, and that its existing cash and cash equivalents
following the Private Placement, together with the continued
reduction in losses as a result of initiatives outlined will be
sufficient to meet its anticipated cash requirements through at
least March 31, 2018.
WALL ST. RECYCLING: Has Final Nod to Use Wexford Cash Collateral
----------------------------------------------------------------
Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern
District of Ohio has issued a final order authorizing Wall St.
Recycling L.L.C. to use certain funds, which constitute cash
collateral of Wexford Investments, LLC in order to pay operating
expenses, including payroll and payroll-related expenses.
As of Petition Date, the Debtor owed Wexford Investments the
outstanding balance of approximately $1,026,760.
Beginning on September 2017, the Debtor will provide Wexford
Investments with a proposed Budget for the calendar month after the
expiration of the current Budget. The Initial Budget extends
through Sept. 30, 2017.
The Debtor is directed to pay monthly installment payments owed to
Wexford Investments as and when due under the Loan Documents so as
to protect Wexford Investments' interest in the pre-petition
collateral.
In addition, Wexford Investments is granted replacement security
interests and liens (to the same extent, validity, enforceability,
perfection and priority as the security interests and liens that
Wexford Investments had immediately preceding the Petition Date) in
and to the property of the Debtor and its bankruptcy estate.
The Replacement Liens will be subject and subordinate to the
following professional fee carve outs: (a) up to $50,000 in the
aggregate for the allowed fees and expenses of Brouse McDowell,
counsel to the Debtor; (b) up to $25,000 in the aggregate for the
allowed fees and expenses of any professionals retained by the
Debtors or Committee; and (c) fees required to be paid pursuant to
28 U.S.C. Section 1930(a)(6) or to the Clerk of the Bankruptcy
Court.
A full-text copy of the Final Order, dated Sept. 1, 2017, is
available at https://is.gd/Zh0pcn
About Wall St. Recycling
Wall St. Recycling L.L.C., also known as Wall Street Recycling LLC
-- http://wallstreetrecycling.com/-- is a buyer and seller of
ferrous and nonferrous scrap metals including copper, aluminum,
brass, stainless, cast, iron and steel. Founded in 2000 as a small
nonferrous yard located in Ravenna, Ohio, the Debtor has grown
steadily over the years into a full service recycling company. Its
facility is open to the public with unloading assistance available
if needed. John Joseph, Robert Murray and Michael Ambrose each
owns 33.33% of the Debtor.
Wall St. Recycling filed a Chapter 11 petition (Bankr. N.D. Ohio
Case No. 17-51701) on July 19, 2017. Robert Murphy, member, signed
the petition. The Debtor estimated assets and liabilities ranging
between $1 million and $10 million.
The case is assigned to Judge Alan M. Koschik.
Marc B. Merklin, Esq., Kate M. Bradley, Esq., and Bridget A.
Franklin, Esq., at Brouse McDowell, LPA, serve as the Debtor's
bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
WHEEL AND TIRE: Disclosure Statement Conditionally Approved
-----------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas conditionally approved Wheel and Tire
Superstore, LLC's disclosure statement describing its plan of
reorganization.
The deadline for objections to the Disclosure Statement and Plan;
and for acceptance or rejection of the proposed Plan is Oct. 9,
2017.
The Confirmation Date/Date for Final Approval of Disclosure
Statement hearing is October 18, 2017, at 9:00 am in Courtroom No.
3 Fifth Floor 615 E. Houston Street, San Antonio, Texas 78205.
The Troubled Company Reported previously reported that under the
plan, creditors holding allowed Class 8 unsecured claims will
receive $150,000 in monthly payments to be distributed pro rata
beginning in October 2018 and continuing through September 2020.
Beginning October 2020, unsecured creditors will be paid $11,500
per month pro rata until all the claims are paid in full.
A full-text copy of the disclosure statement is available for free
at:
https://is.gd/Z1PKhW
About Wheel and Tire Superstore
Based in Buda, Texas, Wheel and Tire Superstore, LLC -- fka Tires
To You, LLC, fdba 4Tires2U, and fdba Small Town Tires -- filed a
Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 17-50096)
on Jan. 11, 2017. The petition was signed by Monica Grace,
managing member. In its petition, the Debtor estimated assets of
less than $50,000 and liabilities of less than $10 million.
Judge Craig A. Gargotta presides over the case. Michael J.
O'Connor, Esq., at the Law Office of Michael J. O'Connor, serves as
the Debtor's Chapter 11 counsel.
WILDHORSE RESOURCE: $150MM Add-on Notes No Impact on Moody's B3 CFR
-------------------------------------------------------------------
Moody's Investors Service commented that WildHorse Resource
Development Corporation's (WildHorse) proposed $150 million 6.875%
senior unsecured notes due 2025 (Add-on notes) will not affect the
company's credit ratings or stable outlook. The Add-on notes are
being offered as an addition to WildHorse's existing $350 million
6.875% senior unsecured notes due 2025 that WildHorse issued in
February 2017.
The proposed $150 million 2025 Add-on notes are rated Caa1, one
notch below the B3 Corporate Family Rating (CFR), reflecting their
effective subordination to WildHorse's senior secured revolving
credit facility. The proposed mix of secured and unsecured debt in
the capital structure indicates a Caa2 rating under Moody's Loss
Given Default (LGD) analysis. Moody's views the assigned Caa1
rating as more appropriate because of Moody's expectations for
modest shifts in capital structure towards unsecured and the asset
coverage relative to potential debt outstanding. However, future
large increases in the secured borrowing base revolver relative to
existing unsecured notes could result in a downgrade of the senior
notes rating.
WildHorse's B3 CFR reflects the expanded scale of its upstream
operations (with its largely equity funded acquisition of 111,000
net Eagle Ford Shale acres in June it is now the basin's second
largest acreage holder), its penchant for acquisitions, and the
company's high level of planned capital spending that will produce
negative free cash flow through at least 2019. The rating also
reflects Moody's expectation that the majority of the company's
organic growth will be largely debt-financed. The B3 CFR is
supported by the company's consolidated positions in the northeast
edge of the Eagle Ford and in the Terryville Complex of North
Louisiana, relatively low cost E&P operations, liquids-weighted
production platform (65% of 2017's second quarter production), deep
drilling inventory and its well-hedged position over the remainder
of 2017 into 2018-2020. The rating also reflects management's
previous track record at Memorial Resource Development Corp. (MRD)
prior to its acquisition by Range Resources. Management believes
that its enhanced "Generation 3" completion techniques in the Eagle
Ford involving higher targeted proppant loading and tighter
hydraulic fracturing stage spacing, and its significant knowledge
base in North Louisiana from MRD will help the company earn
attractive returns in both plays.
The outlook is stable. WildHorse's rating could be upgraded if it
can increase production above 30,000 Boe per day while maintaining
debt to PD reserves below $12 per Boe and retained cash flow to
debt above 25%. A downgrade would be considered if WildHorse's
retained cash flow to debt falls below 10% or production does not
grow as anticipated in response to growth capital spending and
acquisitions. Accelerated capital spending leading to weaker
liquidity could also prompt a downgrade as could the use of debt to
fund material acquisitions.
WildHorse Resource Development Corporation is an exploration and
production company with a primary focus in the Eagle Ford Shale in
East Texas and the Cotton Valley in North Louisiana. The company
completed its IPO in December 2016. Production in 2017's second
quarter was approximately 22,600 Boe per day. Pro forma for the
company's May acquisition, its consolidated surface acreage
position is 484,000 net acres and its proved reserve base
approximates 175.4 million Boe.
Y & Z WORLD: US-China Assets Seeks Appointment of Ch. 11 Trustee
----------------------------------------------------------------
US-China Assets Management USA, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of New York to direct the appointment of a
trustee in the bankruptcy estate of Y & Z World Development Inc.
The Debtor is indebted to US-China Assets, as evidenced by a valid
Judgment entered in the State Court Action, in the aggregate sum of
$1,045,480.
US-China Assets asserts that the Debtor's Petition and other
documentation submitted to the Court evidence gross conflicts of
interest, inappropriate relations among its principals and
affiliates, misuse of assets, lack of credibility and creditor
confidence, and confusion in accounting for business as opposed to
personal assets.
Specifically, the Debtor has, among other things:
(a) indiscriminately mixing its business and assets with those
of its affiliate WDNY;
(b) falsely listed the residence of Edward Zhu -- CEO of the
Debtor -- as the Debtor's principal place of business and
inappropriately mixing the Debtor's assets with personal assets;
(c) falsely listed the address of the Debtor's sales
representative/broker Chinatex Oriental (U.S.A.) Inc. as the
address of a discontinued entity (Zhejiang Zhongda) in order to
create a false claim for the Debtor's principals in this bankruptcy
case;
(d) misused its assets and inappropriately confusing its
creditors about alleged (nonexistent) "loans" by conflicted
insiders and dissolved entities controlled by the Debtor's
principals, particularly, an alleged (nonexistent) "trade debt" to
a discontinued entity -- Zhejiang Zhongda;
(e) diverted its assets to its principals under the guise of
"wages;"
(f) inappropriately confused its assets with the financing for
residences of the Debtor's principals;
(g) inappropriate payment of a $40,000 to counsel -- retainer
by an affiliate of the Debtor, WE Global, LLC -- without disclosing
to the Court that WE Global, LLC is an affiliate of the Debtor;
(h) failed to pay US-China Assets on sales over many years and
instead misusing those assets for the benefit of the Debtor's
principals and affiliates
Because the Debtor has allowed its principals and affiliates to
misuse its intellectual property, US-China Assets asserts that the
Debtor lack of any prospect for rehabilitation, and that the Debtor
has lost the confidence of the business community and creditors
through its dishonesty.
Accordingly, in light of inter-company confusion of assets from the
Debtor to its principals and affiliates, the conflicting positions
occupied by the principals, and the dishonesty pervading the
Petition, US-China Assets believes that it would be unrealistic to
assume that the Debtor, if controlled by Mr. Zhu and Mr. Donner,
will authorize or even cooperate in the investigation and
prosecution of appropriate avoidance actions.
US-China Assets contends that because the Debtor's insiders and
affiliates are likely targets of avoidance actions, and in fact,
potential disputes between the Debtor's insiders and the estate,
would be sufficient to compel the appointment of a trustee.
A hearing will be held on October 19, 2017 at 11:00 a.m. Any
objections are due on October 12.
Counsel to US-China Assets Management USA, LLC:
Michael S. Cryan, Esq.
ARENT FOX LLP
1675 Broadway
New York, New York 10019
Telephone: (212) 484-3900
Facsimile: (212) 484-3990
Email: Michael.Cryan@arentfox.com
About Y & Z World Development Inc.
Y & Z World Development Inc. -- http://www.wdny.com/-- is a
wholesale distributor of women's, children's and infants' clothing
and accessories.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-74779) on August 4, 2017. Edward
Zhu, secretary, signed the petition.
At the time of the filing, the Debtor disclosed $257,263 in assets
and $5.18 million in liabilities.
Judge Louis A. Scarcella presides over the case.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Y & Z World Development, Inc.
as of September 8, according to a court docket.
[*] Patterson Belknap Webb & Tyler Launches Bankruptcy Blog
-----------------------------------------------------------
Patterson Belknap Webb & Tyler LLP on Sept. 14 announced the launch
of www.pbwt.com/bankruptcy-update-blog, a source of current news
and analysis of key bankruptcy cases and developments in U.S. and
international matters.
Daniel A. Lowenthal, Chair of the Firm's Business Reorganization
and Creditors' Rights Practice, leads the blog. "Our goal is to
provide readers with relevant news and thoughtful analysis of
important bankruptcy cases and developments both at home and
abroad," he stated.
Patterson Belknap's Business Reorganization and Creditors' Rights
attorneys represent creditors' committees, trade creditors,
indenture trustees, and bankruptcy trustees and examiners in some
of today's most complex bankruptcy cases. They are part of the
Firm's elite Litigation Practice, which is known for its experience
in federal courts nationally.
Patterson Belknap Webb & Tyler LLP -- http://www.pbwt.com/-- is a
New York City based law firm with more than 200 lawyers. The firm
has frequently been included on The American Lawyer's "A-List" of
the 20 leading law firms in the United States. Patterson Belknap
delivers a full range of services across approximately 20 practice
groups in both litigation and commercial law.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 98.3 (53.7) (31.2)
ABSOLUTE SOFTWRE OU1 GR 98.3 (53.7) (31.2)
ABSOLUTE SOFTWRE ABT CN 98.3 (53.7) (31.2)
ABSOLUTE SOFTWRE ABT2EUR EU 98.3 (53.7) (31.2)
AGENUS INC AJ81 GR 176.5 (17.5) 77.8
AGENUS INC AGEN US 176.5 (17.5) 77.8
AGENUS INC AJ81 TH 176.5 (17.5) 77.8
AGENUS INC AGENEUR EU 176.5 (17.5) 77.8
AGENUS INC AJ81 QT 176.5 (17.5) 77.8
AKCEA THERAPEUTI AKCA US 124.1 (83.0) 53.6
AKCEA THERAPEUTI 1KA GR 124.1 (83.0) 53.6
AKCEA THERAPEUTI AKCAEUR EU 124.1 (83.0) 53.6
AKCEA THERAPEUTI 1KA TH 124.1 (83.0) 53.6
AKCEA THERAPEUTI 1KA QT 124.1 (83.0) 53.6
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
ASPEN TECHNOLOGY AZPN US 247.9 (260.8) (321.1)
ASPEN TECHNOLOGY AST GR 247.9 (260.8) (321.1)
ASPEN TECHNOLOGY AST TH 247.9 (260.8) (321.1)
ASPEN TECHNOLOGY AZPNEUR EU 247.9 (260.8) (321.1)
AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3)
AVEO PHARMACEUTI AVEO US 42.5 (19.3) 27.2
AVEO PHARMACEUTI VPA QT 42.5 (19.3) 27.2
AVID TECHNOLOGY AVID US 224.7 (274.8) (85.5)
AVID TECHNOLOGY AVD GR 224.7 (274.8) (85.5)
AXIM BIOTECHNOLO AXIM US 4.4 (3.4) (0.6)
BENEFITFOCUS INC BNFT US 173.0 (35.1) 9.6
BENEFITFOCUS INC BTF GR 173.0 (35.1) 9.6
BLUE BIRD CORP BLBD US 366.8 (59.6) 32.8
BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4)
BOEING CO-BDR BOEI34 BZ 90,036.0 (1,978.0) 9,922.0
BOEING CO-CED BA AR 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA EU 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BCO GR 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BAEUR EU 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA TE 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA* MM 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA SW 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BACHF EU 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BOEI NA 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA US 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BCO TH 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA CI 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BCO QT 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BAUSD SW 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA AV 90,036.0 (1,978.0) 9,922.0
BOMBARDIER INC-B BBDBN MM 23,395.0 (3,825.0) 576.0
BOMBARDIER-B OLD BBDYB BB 23,395.0 (3,825.0) 576.0
BOMBARDIER-B W/I BBD/W CN 23,395.0 (3,825.0) 576.0
BRINKER INTL EAT US 1,413.7 (493.7) (292.0)
BRINKER INTL BKJ GR 1,413.7 (493.7) (292.0)
BRINKER INTL EAT2EUR EU 1,413.7 (493.7) (292.0)
BROOKFIELD REAL BRE CN 97.0 (32.9) 3.2
BRP INC/CA-SUB V DOO CN 2,252.0 (93.4) (42.8)
BRP INC/CA-SUB V B15A GR 2,252.0 (93.4) (42.8)
BRP INC/CA-SUB V BRPIF US 2,252.0 (93.4) (42.8)
BUFFALO COAL COR BUC SJ 50.2 (21.9) (22.2)
BURLINGTON STORE BURL US 2,611.8 (95.9) 25.2
BURLINGTON STORE BUI GR 2,611.8 (95.9) 25.2
BURLINGTON STORE BURL* MM 2,611.8 (95.9) 25.2
CADIZ INC CDZI US 72.2 (70.7) 12.2
CADIZ INC 2ZC GR 72.2 (70.7) 12.2
CAESARS ENTERTAI CZR US 14,793.0 (3,357.0) (4,630.0)
CAESARS ENTERTAI C08 GR 14,793.0 (3,357.0) (4,630.0)
CAESARS ENTERTAI CZREUR EU 14,793.0 (3,357.0) (4,630.0)
CALIFORNIA RESOU CRC US 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU 1CLB GR 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU CRCEUR EU 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU 1CL TH 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU 1CLB QT 6,154.0 (491.0) (220.0)
CAMBIUM LEARNING ABCD US 126.5 (52.1) (63.7)
CASELLA WASTE WA3 GR 588.9 (74.6) 4.6
CASELLA WASTE CWST US 588.9 (74.6) 4.6
CASELLA WASTE WA3 TH 588.9 (74.6) 4.6
CASELLA WASTE CWSTEUR EU 588.9 (74.6) 4.6
CDK GLOBAL INC CDK US 2,883.1 (56.8) 726.2
CDK GLOBAL INC C2G TH 2,883.1 (56.8) 726.2
CDK GLOBAL INC CDKEUR EU 2,883.1 (56.8) 726.2
CDK GLOBAL INC C2G GR 2,883.1 (56.8) 726.2
CEDAR FAIR LP FUN US 2,109.5 (60.6) (92.5)
CEDAR FAIR LP 7CF GR 2,109.5 (60.6) (92.5)
CHESAPEAKE ENERG CHK US 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CS1 GR 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CS1 TH 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CHK* MM 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CS1 QT 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CHKEUR EU 11,920.0 (684.0) (911.0)
CHOICE HOTELS CZH GR 948.0 (252.6) 103.9
CHOICE HOTELS CHH US 948.0 (252.6) 103.9
CINCINNATI BELL CBB US 1,481.7 (124.0) 11.4
CINCINNATI BELL CIB1 GR 1,481.7 (124.0) 11.4
CINCINNATI BELL CBBEUR EU 1,481.7 (124.0) 11.4
CLEAR CHANNEL-A C7C GR 5,416.6 (1,216.5) 327.9
CLEAR CHANNEL-A CCO US 5,416.6 (1,216.5) 327.9
CLEMENTIA PHARMA CMTA US 40.0 (212.6) 32.1
CLEVELAND-CLIFFS CVA GR 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CVA TH 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CLF US 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CLF* MM 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CLF2EUR EU 2,030.1 (666.7) 495.0
COGENT COMMUNICA CCOI US 732.4 (71.2) 240.8
COGENT COMMUNICA OGM1 GR 732.4 (71.2) 240.8
DELEK LOGISTICS DKL US 415.5 (21.1) 14.0
DELEK LOGISTICS D6L GR 415.5 (21.1) 14.0
DENNY'S CORP DE8 GR 306.9 (79.9) (53.3)
DENNY'S CORP DENN US 306.9 (79.9) (53.3)
DOLLARAMA INC DOL CN 1,891.4 (59.4) 291.2
DOLLARAMA INC DLMAF US 1,891.4 (59.4) 291.2
DOLLARAMA INC DR3 GR 1,891.4 (59.4) 291.2
DOLLARAMA INC DOLEUR EU 1,891.4 (59.4) 291.2
DOLLARAMA INC DR3 TH 1,891.4 (59.4) 291.2
DOMINO'S PIZZA EZV TH 781.8 (1,803.1) 209.4
DOMINO'S PIZZA EZV GR 781.8 (1,803.1) 209.4
DOMINO'S PIZZA DPZ US 781.8 (1,803.1) 209.4
DOMINO'S PIZZA EZV QT 781.8 (1,803.1) 209.4
DOVA PHARMACEUTI DOVA US 26.4 (3.5) (5.1)
DOVA PHARMACEUTI 0AV GR 26.4 (3.5) (5.1)
DOVA PHARMACEUTI DOVAEUR EU 26.4 (3.5) (5.1)
DUN & BRADSTREET DB5 GR 2,253.7 (913.3) (96.4)
DUN & BRADSTREET DB5 TH 2,253.7 (913.3) (96.4)
DUN & BRADSTREET DNB US 2,253.7 (913.3) (96.4)
DUN & BRADSTREET DNB1EUR EU 2,253.7 (913.3) (96.4)
DUNKIN' BRANDS G 2DB GR 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G DNKN US 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G 2DB TH 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G 2DB QT 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G DNKNEUR EU 3,147.9 (185.4) 147.6
ERIN ENERGY CORP ERN US 190.9 (349.2) (280.7)
ERIN ENERGY CORP ERN SJ 190.9 (349.2) (280.7)
EVERI HOLDINGS I EVRI US 1,337.4 (123.9) 16.4
EVERI HOLDINGS I G2C TH 1,337.4 (123.9) 16.4
EVERI HOLDINGS I G2C GR 1,337.4 (123.9) 16.4
EVERI HOLDINGS I EVRIEUR EU 1,337.4 (123.9) 16.4
FERRELLGAS-LP FEG GR 1,679.3 (703.5) (26.2)
FERRELLGAS-LP FGP US 1,679.3 (703.5) (26.2)
FIFTH STREET ASS FSAM US 189.2 (8.9) -
FIFTH STREET ASS 7FS TH 189.2 (8.9) -
GAMCO INVESTO-A GBL US 190.9 (121.0) -
GCP APPLIED TECH GCP US 1,252.0 (134.3) 177.5
GCP APPLIED TECH 43G GR 1,252.0 (134.3) 177.5
GCP APPLIED TECH GCPEUR EU 1,252.0 (134.3) 177.5
GNC HOLDINGS INC IGN GR 2,011.1 (51.2) 535.6
GNC HOLDINGS INC GNC US 2,011.1 (51.2) 535.6
GNC HOLDINGS INC IGN TH 2,011.1 (51.2) 535.6
GNC HOLDINGS INC GNC1EUR EU 2,011.1 (51.2) 535.6
GOGO INC GOGO US 1,277.3 (116.5) 271.3
GOGO INC G0G GR 1,277.3 (116.5) 271.3
GOGO INC G0G QT 1,277.3 (116.5) 271.3
GREEN PLAINS PAR GPP US 90.6 (64.2) 4.6
GREEN PLAINS PAR 8GP GR 90.6 (64.2) 4.6
GT BIOPHARMA INC OXISD US 0.0 (20.1) (20.1)
GT BIOPHARMA INC GTBP FP 0.0 (20.1) (20.1)
GT BIOPHARMA INC OXISEUR EU 0.0 (20.1) (20.1)
H&R BLOCK INC HRB US 2,132.2 (214.3) 271.4
H&R BLOCK INC HRB GR 2,132.2 (214.3) 271.4
H&R BLOCK INC HRB TH 2,132.2 (214.3) 271.4
H&R BLOCK INC HRBEUR EU 2,132.2 (214.3) 271.4
HCA HEALTHCARE I 2BH GR 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I HCA US 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I 2BH TH 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I 2BH QT 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I HCAEUR EU 34,566.0 (5,079.0) 3,566.0
HORTONWORKS INC HDP US 213.3 (43.3) (35.6)
HORTONWORKS INC 14K GR 213.3 (43.3) (35.6)
HORTONWORKS INC 14K QT 213.3 (43.3) (35.6)
HORTONWORKS INC HDPEUR EU 213.3 (43.3) (35.6)
HOVNANIAN-A-WI HOV-W US 1,822.3 (471.2) 1,077.8
HP COMPANY-BDR HPQB34 BZ 31,934.0 (4,339.0) (617.0)
HP INC HPQ* MM 31,934.0 (4,339.0) (617.0)
HP INC HPQ US 31,934.0 (4,339.0) (617.0)
HP INC 7HP TH 31,934.0 (4,339.0) (617.0)
HP INC 7HP GR 31,934.0 (4,339.0) (617.0)
HP INC HPQ TE 31,934.0 (4,339.0) (617.0)
HP INC HPQ CI 31,934.0 (4,339.0) (617.0)
HP INC HPQ SW 31,934.0 (4,339.0) (617.0)
HP INC HWP QT 31,934.0 (4,339.0) (617.0)
HP INC HPQCHF EU 31,934.0 (4,339.0) (617.0)
HP INC HPQUSD EU 31,934.0 (4,339.0) (617.0)
HP INC HPQUSD SW 31,934.0 (4,339.0) (617.0)
HP INC HPQEUR EU 31,934.0 (4,339.0) (617.0)
IDEXX LABS IDXX US 1,637.1 (86.1) (82.8)
IDEXX LABS IX1 GR 1,637.1 (86.1) (82.8)
IDEXX LABS IX1 TH 1,637.1 (86.1) (82.8)
IDEXX LABS IX1 QT 1,637.1 (86.1) (82.8)
IDEXX LABS IDXX AV 1,637.1 (86.1) (82.8)
IMMUNOGEN INC IMU GR 181.4 (173.2) 94.1
IMMUNOGEN INC IMGN US 181.4 (173.2) 94.1
IMMUNOGEN INC IMU TH 181.4 (173.2) 94.1
IMMUNOGEN INC IMU QT 181.4 (173.2) 94.1
IMMUNOGEN INC IMGNEUR EU 181.4 (173.2) 94.1
IMMUNOMEDICS INC IMMU US 162.6 (59.5) 35.1
IMMUNOMEDICS INC IM3 GR 162.6 (59.5) 35.1
IMMUNOMEDICS INC IM3 TH 162.6 (59.5) 35.1
IMMUNOMEDICS INC IM3 QT 162.6 (59.5) 35.1
INNOVIVA INC INVA US 372.0 (296.7) 171.0
INNOVIVA INC HVE GR 372.0 (296.7) 171.0
INNOVIVA INC INVAEUR EU 372.0 (296.7) 171.0
INSPIRED ENTERTA INSE US 213.4 (2.1) (1.4)
INSTRUCTURE INC INST US 130.1 (4.1) (14.7)
INSTRUCTURE INC 1IN GR 130.1 (4.1) (14.7)
JACK IN THE BOX JBX GR 1,255.2 (439.0) (83.8)
JACK IN THE BOX JACK US 1,255.2 (439.0) (83.8)
JACK IN THE BOX JACK1EUR EU 1,255.2 (439.0) (83.8)
JACK IN THE BOX JBX QT 1,255.2 (439.0) (83.8)
JAMIESON WELLNES JWEL CN 505.1 (180.5) (286.4)
JAMIESON WELLNES 2JW GR 505.1 (180.5) (286.4)
JAMIESON WELLNES JWELEUR EU 505.1 (180.5) (286.4)
JUST ENERGY GROU JE US 1,271.0 (69.8) 114.4
JUST ENERGY GROU 1JE GR 1,271.0 (69.8) 114.4
JUST ENERGY GROU JE CN 1,271.0 (69.8) 114.4
KADMON HOLDINGS KDMN US 47.3 (38.3) (26.1)
L BRANDS INC LTD GR 7,763.0 (912.0) 1,199.0
L BRANDS INC LTD TH 7,763.0 (912.0) 1,199.0
L BRANDS INC LB US 7,763.0 (912.0) 1,199.0
L BRANDS INC LBEUR EU 7,763.0 (912.0) 1,199.0
L BRANDS INC LB* MM 7,763.0 (912.0) 1,199.0
L BRANDS INC LTD QT 7,763.0 (912.0) 1,199.0
LAMB WESTON LW US 2,485.6 (596.5) 302.8
LAMB WESTON 0L5 GR 2,485.6 (596.5) 302.8
LAMB WESTON LW-WEUR EU 2,485.6 (596.5) 302.8
LAMB WESTON 0L5 TH 2,485.6 (596.5) 302.8
LANTHEUS HOLDING LNTH US 267.9 (87.2) 82.6
LANTHEUS HOLDING 0L8 GR 267.9 (87.2) 82.6
LOTON CORP 1536387D US 5.2 (0.8) (4.0)
MADISON-A/NEW-WI MSGN-W US 805.0 (944.2) 168.9
MANNKIND CORP MNKD IT 79.4 (221.2) (34.9)
MCDONALDS - BDR MCDC34 BZ 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MDO TH 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD TE 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MDO GR 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD* MM 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD US 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD SW 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD CI 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MDO QT 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDCHF EU 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDUSD EU 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDUSD SW 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDEUR EU 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD AV 32,785.2 (2,000.6) 3,149.2
MCDONALDS-CEDEAR MCD AR 32,785.2 (2,000.6) 3,149.2
MDC COMM-W/I MDZ/W CN 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MDZ/A CN 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MDCA US 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MD7A GR 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MDCAEUR EU 1,650.3 (336.1) (263.7)
MDC PARTNERS-EXC MDZ/N CN 1,650.3 (336.1) (263.7)
MEDLEY MANAGE-A MDLY US 144.5 (4.5) 41.0
MERITOR INC AID1 GR 2,712.0 (44.0) 117.0
MERITOR INC MTOR US 2,712.0 (44.0) 117.0
MERITOR INC MTOREUR EU 2,712.0 (44.0) 117.0
MERITOR INC AID1 QT 2,712.0 (44.0) 117.0
MICHAELS COS INC MIK US 2,060.0 (1,768.0) 445.6
MICHAELS COS INC MIM GR 2,060.0 (1,768.0) 445.6
MIRAGEN THERAPEU MGEN US 50.0 41.3 42.7
MIRAGEN THERAPEU 1S1 GR 50.0 41.3 42.7
MIRAGEN THERAPEU SGNLEUR EU 50.0 41.3 42.7
MONEYGRAM INTERN MGI US 4,410.4 (192.2) (79.8)
MONEYGRAM INTERN 9M1N GR 4,410.4 (192.2) (79.8)
MONEYGRAM INTERN MGIEUR EU 4,410.4 (192.2) (79.8)
MOODY'S CORP DUT GR 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCO US 6,536.3 (467.5) 3,321.9
MOODY'S CORP DUT TH 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCOEUR EU 6,536.3 (467.5) 3,321.9
MOODY'S CORP DUT QT 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCO* MM 6,536.3 (467.5) 3,321.9
MOTOROLA SOLUTIO MTLA GR 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MTLA TH 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MSI US 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MOT TE 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MTLA QT 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MSI1EUR EU 8,295.0 (976.0) 801.0
MSG NETWORKS- A MSGN US 805.0 (944.2) 168.9
MSG NETWORKS- A 1M4 GR 805.0 (944.2) 168.9
MSG NETWORKS- A 1M4 TH 805.0 (944.2) 168.9
MSG NETWORKS- A MSGNEUR EU 805.0 (944.2) 168.9
NATHANS FAMOUS NATH US 86.6 (63.6) 60.1
NATHANS FAMOUS NFA GR 86.6 (63.6) 60.1
NATIONAL CINEMED XWM GR 1,121.7 (68.3) 70.6
NATIONAL CINEMED NCMI US 1,121.7 (68.3) 70.6
NATIONAL CINEMED NCMIEUR EU 1,121.7 (68.3) 70.6
NAVISTAR INTL IHR GR 6,080.0 (4,923.0) 767.0
NAVISTAR INTL NAV US 6,080.0 (4,923.0) 767.0
NAVISTAR INTL IHR TH 6,080.0 (4,923.0) 767.0
NEFF CORP-CL A NEFF US 666.9 (112.0) 8.9
NEFF CORP-CL A NFO GR 666.9 (112.0) 8.9
NEW ENG RLTY-LP NEN US 191.0 (32.1) -
NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7)
NYMOX PHARMACEUT NYM GR 1.3 (0.7) (0.7)
OMEROS CORP 3O8 GR 60.4 (54.9) 28.3
OMEROS CORP OMER US 60.4 (54.9) 28.3
OMEROS CORP 3O8 TH 60.4 (54.9) 28.3
OMEROS CORP OMEREUR EU 60.4 (54.9) 28.3
ONCOMED PHARMACE OMED US 139.3 (53.8) 95.1
PENN NATL GAMING PN1 GR 4,984.0 (517.5) (127.0)
PENN NATL GAMING PENN US 4,984.0 (517.5) (127.0)
PENSARE ACQUISIT WRLSU US 0.4 (0.1) (0.0)
PENSARE ACQUISIT WRLS US 0.4 (0.1) (0.0)
PHILIP MORRIS IN PM1EUR EU 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI SW 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM1 TE 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 TH 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM1CHF EU 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 GR 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM US 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM FP 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI1 IX 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI EB 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 QT 38,660.0 (10,277.0) 1,189.0
PINNACLE ENTERTA PNK US 3,982.2 (339.7) (62.5)
PINNACLE ENTERTA 65P GR 3,982.2 (339.7) (62.5)
PLANET FITNESS-A PLNT US 1,354.6 (156.8) 26.5
PLANET FITNESS-A 3PL TH 1,354.6 (156.8) 26.5
PLANET FITNESS-A 3PL GR 1,354.6 (156.8) 26.5
PLANET FITNESS-A 3PL QT 1,354.6 (156.8) 26.5
PLANET FITNESS-A PLNT1EUR EU 1,354.6 (156.8) 26.5
PROS HOLDINGS IN PH2 GR 298.0 (20.5) 147.4
PROS HOLDINGS IN PRO US 298.0 (20.5) 147.4
QUANTUM CORP QNT2 GR 213.0 (118.0) (51.3)
QUANTUM CORP QNT1 TH 213.0 (118.0) (51.3)
QUANTUM CORP QTM US 213.0 (118.0) (51.3)
QUANTUM CORP QTM1EUR EU 213.0 (118.0) (51.3)
REATA PHARMACE-A RETA US 71.3 (230.3) 17.5
REATA PHARMACE-A 2R3 GR 71.3 (230.3) 17.5
REATA PHARMACE-A RETAEUR EU 71.3 (230.3) 17.5
REGAL ENTERTAI-A RGC US 2,748.4 (835.0) (48.2)
REGAL ENTERTAI-A RETA GR 2,748.4 (835.0) (48.2)
REGAL ENTERTAI-A RGC* MM 2,748.4 (835.0) (48.2)
REGAL ENTERTAI-A RGCEUR EU 2,748.4 (835.0) (48.2)
RENOVACARE INC RCAR US 0.6 (0.2) (0.3)
RESOLUTE ENERGY R21 GR 728.5 (62.2) (65.8)
RESOLUTE ENERGY REN US 728.5 (62.2) (65.8)
RESOLUTE ENERGY RENEUR EU 728.5 (62.2) (65.8)
REVLON INC-A REV US 3,062.0 (672.4) 296.4
REVLON INC-A RVL1 GR 3,062.0 (672.4) 296.4
REVLON INC-A RVL1 TH 3,062.0 (672.4) 296.4
REVLON INC-A REVEUR EU 3,062.0 (672.4) 296.4
RH RH US 1,819.4 (46.8) 246.4
RH RS1 GR 1,819.4 (46.8) 246.4
RH RH* MM 1,819.4 (46.8) 246.4
RH RHEUR EU 1,819.4 (46.8) 246.4
ROSETTA STONE IN RST US 178.9 (0.1) (55.9)
ROSETTA STONE IN RS8 GR 178.9 (0.1) (55.9)
ROSETTA STONE IN RST1EUR EU 178.9 (0.1) (55.9)
RR DONNELLEY & S DLLN GR 3,831.8 (161.5) 722.1
RR DONNELLEY & S RRD US 3,831.8 (161.5) 722.1
RR DONNELLEY & S DLLN TH 3,831.8 (161.5) 722.1
RR DONNELLEY & S RRDEUR EU 3,831.8 (161.5) 722.1
RYERSON HOLDING RYI US 1,787.8 (22.6) 730.1
RYERSON HOLDING 7RY GR 1,787.8 (22.6) 730.1
RYERSON HOLDING 7RY TH 1,787.8 (22.6) 730.1
SALLY BEAUTY HOL SBH US 2,120.5 (352.3) 638.2
SALLY BEAUTY HOL S7V GR 2,120.5 (352.3) 638.2
SANCHEZ ENERGY C SN US 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C SN* MM 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C 13S GR 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C 13S TH 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C SNEUR EU 2,218.1 (38.1) (0.0)
SBA COMM CORP 4SB GR 7,308.9 (1,985.7) (710.0)
SBA COMM CORP SBAC US 7,308.9 (1,985.7) (710.0)
SBA COMM CORP SBJ TH 7,308.9 (1,985.7) (710.0)
SBA COMM CORP SBACEUR EU 7,308.9 (1,985.7) (710.0)
SCIENTIFIC GAM-A TJW GR 7,066.0 (1,998.1) 510.2
SCIENTIFIC GAM-A SGMS US 7,066.0 (1,998.1) 510.2
SEARS HOLDINGS SEE GR 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SEE TH 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SHLD US 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SEE QT 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SHLDEUR EU 8,351.0 (3,651.0) (397.0)
SHELL MIDSTREAM SHLX US 1,098.7 (252.5) 131.7
SHELL MIDSTREAM 49M GR 1,098.7 (252.5) 131.7
SHELL MIDSTREAM 49M TH 1,098.7 (252.5) 131.7
SILVER SPRING NE SSNI US 295.6 (20.3) 49.5
SILVER SPRING NE 9SI GR 295.6 (20.3) 49.5
SILVER SPRING NE 9SI TH 295.6 (20.3) 49.5
SILVER SPRING NE 9SI QT 295.6 (20.3) 49.5
SILVER SPRING NE SSNIEUR EU 295.6 (20.3) 49.5
SIRIUS XM HOLDIN SIRI US 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN RDO TH 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN RDO GR 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN SIRIEUR EU 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN SIRI AV 8,347.7 (1,041.7) (2,148.9)
SIX FLAGS ENTERT SIX US 2,543.7 (49.4) (150.5)
SIX FLAGS ENTERT 6FE GR 2,543.7 (49.4) (150.5)
SONIC CORP SONC US 563.8 (173.1) 60.4
SONIC CORP SO4 GR 563.8 (173.1) 60.4
SONIC CORP SONCEUR EU 563.8 (173.1) 60.4
SONIC CORP SO4 TH 563.8 (173.1) 60.4
STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4)
STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4)
SYNTEL INC SYNT US 434.1 (97.3) 122.8
SYNTEL INC SYE GR 434.1 (97.3) 122.8
SYNTEL INC SYE TH 434.1 (97.3) 122.8
SYNTEL INC SYE QT 434.1 (97.3) 122.8
SYNTEL INC SYNT1EUR EU 434.1 (97.3) 122.8
SYNTEL INC SYNT* MM 434.1 (97.3) 122.8
TAILORED BRANDS TLRD US 2,079.7 (46.7) 753.0
TAILORED BRANDS WRMA GR 2,079.7 (46.7) 753.0
TAILORED BRANDS TLRD* MM 2,079.7 (46.7) 753.0
TAUBMAN CENTERS TU8 GR 4,061.7 (111.7) -
TAUBMAN CENTERS TCO US 4,061.7 (111.7) -
TOWN SPORTS INTE CLUB US 236.6 (87.0) 4.6
TRANSDIGM GROUP T7D GR 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDG US 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDG SW 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDGCHF EU 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP T7D QT 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDGEUR EU 10,316.4 (1,895.4) 1,656.3
ULTRA PETROLEUM UPL US 1,762.0 (940.1) 176.1
ULTRA PETROLEUM UPL1EUR EU 1,762.0 (940.1) 176.1
ULTRA PETROLEUM UPM1 GR 1,762.0 (940.1) 176.1
UNISYS CORP UISCHF EU 2,318.9 (1,630.1) 426.5
UNISYS CORP UISEUR EU 2,318.9 (1,630.1) 426.5
UNISYS CORP UIS US 2,318.9 (1,630.1) 426.5
UNISYS CORP UIS1 SW 2,318.9 (1,630.1) 426.5
UNISYS CORP USY1 TH 2,318.9 (1,630.1) 426.5
UNISYS CORP USY1 GR 2,318.9 (1,630.1) 426.5
UNITI GROUP INC UNIT US 4,161.2 (1,059.0) -
UNITI GROUP INC 8XC GR 4,161.2 (1,059.0) -
VALVOLINE INC VVV US 1,960.0 (203.0) 227.0
VALVOLINE INC 0V4 GR 1,960.0 (203.0) 227.0
VALVOLINE INC VVVEUR EU 1,960.0 (203.0) 227.0
VECTOR GROUP LTD VGR GR 1,420.3 (284.5) 475.4
VECTOR GROUP LTD VGR US 1,420.3 (284.5) 475.4
VECTOR GROUP LTD VGR QT 1,420.3 (284.5) 475.4
VERISIGN INC VRS TH 2,344.3 (1,203.2) 321.0
VERISIGN INC VRS GR 2,344.3 (1,203.2) 321.0
VERISIGN INC VRSN US 2,344.3 (1,203.2) 321.0
VERISIGN INC VRSNEUR EU 2,344.3 (1,203.2) 321.0
VERSUM MATER VSM US 1,181.8 (9.7) 438.2
VERSUM MATER 2V1 GR 1,181.8 (9.7) 438.2
VERSUM MATER VSMEUR EU 1,181.8 (9.7) 438.2
VERSUM MATER 2V1 TH 1,181.8 (9.7) 438.2
VIEWRAY INC VRAY US 105.6 (17.0) 39.2
VIEWRAY INC 6L9 GR 105.6 (17.0) 39.2
VIEWRAY INC VRAYEUR EU 105.6 (17.0) 39.2
WEIGHT WATCHERS WTW US 1,247.3 (1,138.7) (58.0)
WEIGHT WATCHERS WW6 GR 1,247.3 (1,138.7) (58.0)
WEIGHT WATCHERS WW6 TH 1,247.3 (1,138.7) (58.0)
WEIGHT WATCHERS WTWEUR EU 1,247.3 (1,138.7) (58.0)
WEST CORP WSTC US 3,480.9 (324.5) 248.5
WEST CORP WT2 GR 3,480.9 (324.5) 248.5
WIDEOPENWEST INC WOW US 3,038.4 (291.2) (28.9)
WIDEOPENWEST INC WU5 GR 3,038.4 (291.2) (28.9)
WIDEOPENWEST INC WOW1EUR EU 3,038.4 (291.2) (28.9)
WINGSTOP INC WING US 114.6 (61.2) (1.7)
WINGSTOP INC EWG GR 114.6 (61.2) (1.7)
WORKIVA INC WK US 154.2 (6.1) (2.0)
WORKIVA INC 0WKA GR 154.2 (6.1) (2.0)
WORKIVA INC WKEUR EU 154.2 (6.1) (2.0)
YRC WORLDWIDE IN YRCW US 1,759.1 (410.5) 292.9
YRC WORLDWIDE IN YEL1 GR 1,759.1 (410.5) 292.9
YRC WORLDWIDE IN YEL1 TH 1,759.1 (410.5) 292.9
YRC WORLDWIDE IN YRCWEUR EU 1,759.1 (410.5) 292.9
YUM! BRANDS INC YUM US 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC TGR GR 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC TGR TH 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMEUR EU 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC TGR QT 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMCHF EU 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUM SW 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMUSD SW 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMUSD EU 5,596.0 (6,102.0) 307.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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 ***