/raid1/www/Hosts/bankrupt/TCR_Public/171004.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 4, 2017, Vol. 21, No. 276
Headlines
1776 AMERICAN: Exclusive Plan Filing Deadline Moved to November 27
190 SOUTH STREET: Taps Weichert Commercial as Realtor
424 COUNTRY CLUB: Hires Homady & Corcoran as Counsel
5 STAR WASHER: May Use Cash Collateral Through Dec. 31
9 HOUSTON LLC: Case Summary & 5 Unsecured Creditors
ALASKA DISPATCH: Committee Drops Bid to Hire Dorsey & Whitney
ALBANY MIB+K: Voluntary Chapter 11 Case Summary
ALL PHASE CARE: Taps Central Coast Bankruptcy as Legal Counsel
ALL SOD NURSERY: Taps Dal Lago Law as Legal Counsel
ALLCORP INC: Hires Catlett Law as Special Counsel
APPVION INC: Moody's Lowers PDR to D-PD Amid Bankr. Filing
APPVION INC: S&P Downgrades CCR to 'D' Amid Bankruptcy Filing
ARCONIC INC: CL-B Pref Stock Automatically Converts to Common Stock
ASTORIA FINANCIAL: Fitch Withdraws B Preferred Stock Rating
ASTORIA FINANCIAL: Moody's Confirms Ba2 Preferred Stock Rating
ATLANTIC POWER: Moody's Hikes Corporate Family Rating to Ba3
AVON 8539: Taps Dahiya Law Offices as Legal Counsel
BAITY'S PRECISION: Hires Kight Law Office as Counsel
BATH CREST: Plan Outline Okayed, Plan Hearing on Oct. 31
BEACON ROOFING: Moody's Confirms B1 CFR Amid Allied Building Deal
BELK INC: Bank Debt Trades at 16% Off
BLUE BEE: Wants Plan Filing Extended to Complete Claims Review
BREITBURN ENERGY: Client Losses Recovered in Hilliard Fraud Case
BREITBURN ENERGY: Needs More Time for Creditor Talks, to File Plan
BRINK'S COMPANY: Moody's Affirms Ba1 CFR & Revises Outlook to Neg.
BROOKWOOD ACADEMY: Has Final Nod to Use US Bank's Cash Collateral
CAESARS ENTERTAINMENT: Gaming Authorities Okay CEOC Restructuring
CAESARS ENTERTAINMENT: Obtains Approvals for CEOC Restructuring
CAESARS ENTERTAINMENT: Unveils Results of PropCo Equity Election
CAREFOCUS CORP: Has Court's Okay to Use Cash Collateral
CARETRUST REIT: Moody's Hikes CFR to Ba3; Outlook Remains Positive
CENTURYLINK INC: Bank Debt Trades at 3% Off
CHARLES BRELAND: Trustee's Sale of Baldwin Property for $138K OK'd
CHARLES BRELAND: Trustee's Sale of Personal Property for $9.8K OK'd
CLASSICAL DEVELOPMENT: Disclosures OK'd; Plan Hearing on Oct. 11
CMS PRIMARY HOME: Unsecureds to Recoup 100% in 7 Years
COEUR MINING: S&P Affirms 'BB-' CCR & Unsec. Debt Ratings
CORNERSTONE APPAREL: Exclusive Plan Filing Extended to Dec. 12
CREEKSIDE CANCER CARE: Gets Approval of Plan to Exit Bankruptcy
CROSIER FATHERS: Dec. 15 Proof of Claim Filing Deadline
CROSIER FATHERS: Has Until Dec. 31 to Exclusively File Plan
CROWNROCK LP: Moody's Rates $1BB Sr. Unsec. Notes Due 2025 'B3'
CROWNROCK LP: S&P Rates $1BB Sr. Unsec. Notes Due 2025 'B+'
DATA COOLING: Committee Taps Dahl Law as Legal Counsel
DEREK L GUSTAFSON DDS: U.S. Trustee Unable to Appoint Committee
DEXTERA SURGICAL: Will File 2017 Form 10-K by Oct. 13
EASTGATE PROFESSIONAL: Has Interim Nod to Use Cash Collateral
ENGLEWOOD MISSIONARY: U.S. Trustee Unable to Appoint Committee
ERC FINANCE: Moody's Assigns B3 CFR; Outlook Stable
ESCONDIDO VENTURES: Talks with US Military Delay Plan Filing
FANSTEEL INC: May Use Cash Collateral Through Oct. 20
FIRST FLIGHT: Sale of Hagerstown Property for $8.8 Million Approved
GABEL LEASE: Court Approves Third Amended Disclosure Statement
GATEWAY MEDICAL: Hires Eric Fuller & Associates as Leasing Agent
GILDED AGE: Wants Exclusive Plan Filing Deadline Moved to Oct. 25
GOODWILL INDUSTRIES: Taps RAM as Real Estate Broker
GROUP 701: Case Summary & 5 Unsecured Creditors
GROUP ONE CONSTRUCTION: Taps Sadri & Kandel as Counsel
HARSCO CORP: S&P Upgrades CCR to 'BB' on Improved Credit Metrics
HB FULLER: Moody's Assigns Ba3 CFR on High Leverage
HILLSBOROUGH LOFTS: Case Summary & 20 Largest Unsecured Creditors
HILTZ WASTE: Trustee's Sale of All Assets to Hometown for $3M OK'd
HOT TOPIC: Moody's Lowers CFR to B3 Amid 1st HY Store Sales Decline
IGNITE RESTAURANT: Unsecureds to Recoup 3% Under Plan
IHEARTCOMMUNICATIONS INC: Extends Notes Private Offer to Oct. 20
IHEARTCOMMUNICATIONS INC: Releases Tax & Corp. Info. to Lenders
LA PALOMA GENERATING: Discloses 1st Lien Settlement in Latest Plan
LEHMAN BROTHERS: Deal with Citigroup to Return $1.74-Bil. in Cash
LEXINGTON HOSPITALITY: Court Okays Aug-Sept Cash Collateral Budget
LOOKIN UP: Hires Buddy D. Ford PA as Bankruptcy Counsel
LTD MANAGEMENT: Wants to Use Up To $7,931 of Cash Collateral
M & J ENERGY: Taps Pitts & Matte as Accountant
MABE BRASIL: Seeks U.S. Recognition of Brazilian Proceedings
NEOPS HOLDINGS: Taps Carta McAlister as Special Counsel
NORTHWEST ACQUISITIONS: Fitch Assigns 'BB-' Long-Term IDR
NORTHWEST ACQUISITIONS: Moody's Assigns Ba3 CFR; Outlook Stable
NORTHWEST ACQUISITIONS: S&P Assigns 'B+' CCR, Outlook Stable
NOVATION COMPANIES: Wants Plan Exclusivity Extended to Dec. 29
OFFSHORE SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
OKK EQUIPMENT: Taps Leslie Ainsworth as Broker
OM SHANTI: May Use Cash Collateral for 6 Months; Hearing on Oct. 26
ONSITE TEMP: Unsecureds to be Paid 10% over 5 Years in Latest Plan
PACIFIC 9: Asks Court to Approve Disclosure Statement
PACIFIC 9: Disclosure Statement Hearing Continued to Oct. 12
PAVEMENT MARKINGS: May Use Cash Collateral Through Nov. 13
PENN AIR NOTCH: U.S. Trustee Unable to Appoint Committee
PETCO ANIMAL: Bank Debt Trades at 6% Off
PETSMART INC: Bank Debt Trades at 4% Off
PHH CORP: S&P Alters Outlook to Stable & Affirms 'B-' ICR
PLAINS ALL: Fitch Rates Series B Preferred Equity Units 'BB'
PLAINS ALL: Moody's Assigns Ba1 Corporate Family Rating
PLAINS ALL: S&P Rates New Series B Preferred Stock 'BB'
PORTRAIT INNOVATIONS: Hires Rayburn Cooper & Durham as Counsel
PQ CORP: Moody's Hikes Corp. Family Rating to B2 Following IPO
PREMIER INVESTMENT: Taps Bryan Cave as Legal Counsel
RECYCLING GROUP: Plan Outline Okayed, Plan Hearing on Nov. 1
RO & SONS: Latest Exit Plan to Pay $118.37 Per Month to IRS
ROOT9B HOLDINGS: Sold in Foreclosure Auction to Lenders
ROOT9B HOLDINGS: Sold in Foreclosure Auction to Lenders
SAILING EMPORIUM: Wants More Time to File Plan, Finalize Sale
SALMON FALLS: Seeks to Hire Juneau Real Estate as Broker
SCIENTIFIC GAMES: Moody's Confirms 'B2' Corporate Family Rating
SCIENTIFIC GAMES: S&P Rates New $350MM Senior Secured Notes 'B+'
SCS HOLDINGS: S&P Lowers CCR to 'B' Amid Forsythe Tech Acquisition
SEANERGY MARITIME: Appointments, Rev. Stock Split OK'd at Meeting
SEARS CANADA: Proposed Asset Sale Threatens to Sink Chairman's Bid
SPECIALTY BUILDING: Moody's Assigns B2 CFR; Outlook Stable
SPECTRUM ALLIANCE: Equity Committee Taps Murphy & King as Counsel
STEPPING STONES: Plan Outline Okayed, Plan Hearing on Nov. 2
STOLLINGS TRUCKING: Sale of Caterpillar Bulldozer for $40K Okayed
TEXAS ROAD: Nov. 2 Plan Confirmation Hearing
THOMAS BEESON: Sale of Deerfield Property for $3M to Fund Plan OK'd
TOYS "R" US: Taps A&G Realty as Real Estate Advisor
TOYS "R" US: Taps Kutak Rock as Virginia Co-Counsel
TOYS "R" US: Taps Prime Clerk as Administrative Agent
TRINITY INDUSTRIES: Court Ruling No Impact on Fitch BB+ Rating
TULARE LOCAL: Chapter 9 Case Summary & 20 Largest Creditors
TWH LIMITED: Evaneric Buying Spring Commercial Property for $2M
USAE LLC: Seeks to Hire Gavin/Solmonese as Restructuring Advisor
VALEANT PHARMA: Moody's Rates New Sr. Secured Notes Due 2025 'Ba3'
VALEANT PHARMACEUTICALS: S&P Affirms 'B' CCR, Outlook Stable
VANGUARD HEALTHCARE: Whitehall's Sale of All Assets for $26M OK'd
VANITY SHOP: Anfield Apparel Resigns from Creditors' Committee
VERACRUZ INVESTMENTS: Sale of Lawrenceville Property for $140K OK'd
VISUAL HEALTH: Hires Buechler & Garber as Bankruptcy Counsel
VITAMIN WORLD: Taps Katten Muchin Rosenman as Co-Counsel
VITAMIN WORLD: Taps Mackinac Partners as Financial Advisor
VITAMIN WORLD: Taps Saul Ewing Arnstein & Lehr as Co-Counsel
WWLC INVESTMENT: Taps Erikson Firm as Special Counsel
WYNIT DISTRIBUTION: Committee Taps Barnes & Thornburg as Counsel
WYNIT DISTRIBUTION: Committee Taps Lowenstein Sandler as Counsel
WYNIT DISTRIBUTION: Hires Firley Moran as Tax Advisor
[] Chapter 11 Filings Down in Third Quarter 2017, The Deal Says
*********
1776 AMERICAN: Exclusive Plan Filing Deadline Moved to November 27
------------------------------------------------------------------
Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern
District of Texas extended the exclusive period during which only
1776 American Property IV, LLC, and its debtor-affiliates may file
a plan of reorganization on or before November 27, 2017.
The Court said the exclusive period is automatically extended for
60 days to allow the Debtors to solicit and obtain acceptance of
their respective plans.
As reported by the Troubled Company Reporter on August 11, the
Debtors asked the Court to extend their exclusivity periods saying
that the terms of any plan of reorganization filed by the Debtors
will be dependent on resolution of a motion to estimate claim,
which would determine if any liability is owed to Blavesco, Ltd.
and Heather Carlile with respect to a state court litigation.
On July 18, 2017, the Debtors filed their objections to the proofs
of claims filed by Blavesco, Ltd., Michael Stein and Heather
Carlile. The State Court Litigation related to those claims was
originally scheduled for trial in August 2017. However, on June
30, 2017, the Houston 1st Court of Appeals referred the primary
portion of the lawsuit to mandatory arbitration. The Texas State
Court has not reset the case for trial related to the claims that
were not referred to arbitration.
The Disputed Claims are subject a motion to estimate filed March
18, 2017. The Motion is currently pending before the Bankruptcy
Court. The Debtors said the claims alleged by the Disputed
Claimants in the litigation are highly disputed, and allowance of
those claims could impact any plan the Debtors file. The Debtors
assured the Court that they are working with the Disputed Claimants
towards a potential resolution of the claims.
However, the Debtors' exclusivity period to file a plan will expire
prior to resolution of the estimation motion, the claim objections
or trial in the Texas state court. The Debtors warned that
termination of exclusivity could result in competing plans, undue
expense, and no corresponding benefit to the unsecured creditors.
About 1776 American Properties IV
1776 American Properties IV LLC and its 12 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were
signed by Jeff Fisher, its director.
1776 American Properties IV estimated assets of $1 million to $10
million and liabilities of less than $50,000.
The cases are assigned to Judge Karen K. Brown.
Josh T. Judd, Esq., at Andrews Myers PC, serves as the Debtors'
bankruptcy counsel.
No trustee or examiner has been appointed in the bankruptcy cases
and no official committee of unsecured creditors has been
established.
190 SOUTH STREET: Taps Weichert Commercial as Realtor
-----------------------------------------------------
190 South Street Realty Holdings, L.P. seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire a realtor.
The Debtor proposes to employ Weichert Commercial Brokerage Inc. in
connection with the sale of its 8,000-square-foot building located
at 190 South Street, Morristown, New Jersey.
The firm will receive a commission fee of $75,000, which is less
than 2.5% of the purchase price.
Weichert is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm's office address is:
Weichert Commercial Brokerage Inc.
225 Littleton Road
Morris Plains, NJ 07950
Phone: 973-267-7778
Fax: 973-267-5432
Email: info@weichertcommercial.com
The Debtor is represented by:
Morris S. Bauer, Esq.
Norris McLaughlin & Marcus, PA
P.O. Box 5933
Bridgewater, NJ 08807-5933
Tel: (908) 722-0700
Fax: 908-722-0755
Email: msbauer@nmmlaw.com
About 190 South Street Realty Holdings
190 South Street Realty Holdings, L.P. filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 15-14558) on March 16, 2015, estimating
assets and liabilities of $1 million to $10 million. The petition
was signed by Lawrence S. Berger, president of general partner.
Judge Vincent F. Papalia presides over the case. Norris McLaughlin
& Marcus, PA represents the Debtor as bankruptcy counsel.
On Oct. 21, 2015, the court approved the Debtor's First Modified
Plan of Reorganization and First Modified Disclosure Statement and
authorized the Debtor to proceed with the solicitation of
acceptances. The confirmation hearing set for Dec. 10, 2015 had
been adjourned because of settlement discussions between the Debtor
and TLR-V, the largest secured creditor.
424 COUNTRY CLUB: Hires Homady & Corcoran as Counsel
----------------------------------------------------
424 Country Club Road, LP seeks authority from the US Bankruptcy
Court for the Western District of Pennsylvania to employ Theresa C.
Homady, Esq., and the law office of Homady & Corcoran, LLC as
counsel.
Professional services to be rendered are:
a. represent the Debtor's interest in the case;
b. complete the filing of the appropriate schedules;
c. advise the Debtor regarding its rights, options, and
obligations under the Chapter 11 proceedings; and
d. aid in the formulating and proposing a Plan and Disclosure
Statement and such other matters as may arise during the pendency
of the case.
The current rate for the firm's counsel is $210.00 per hour. The
firm will also be reimbursed for costs advanced or costs incurred,
such as copy charges, overnight mail charges, computer assisted
legal research, filing fees and the like.
Theresa C. Homady, Esq. attests that the firm and all of its
members are disinterested, and have no interest adverse to this
estate or which would be in conflict with the same.
The Firm can be reached through:
Theresa C. Homady, Esq.
HOMADY & CORCORAN, LLC
317 Union Street, Suite 105
Hollidaysburg, PA 16648
Tel : (814) 696-4020
Fax : (814) 696-4080
Email: thomady1@msn.com
About 424 Country Club Road
Based in Johnstown, Pennsylvania, 424 Country Club Road, LP filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70696) on
September 18, 2017. The petition was filed as a result of cash flow
problems related to a downturn in the golf industry as it relates
to the property of the Debtor. The Debtor is represented by Theresa
C. Homady, Esq. at Homady & Corcoran, LLC. The Debtor estimated
less than $1 million in assets and liabilities.
5 STAR WASHER: May Use Cash Collateral Through Dec. 31
------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York has authorized Stacy F. Spears and
Becki L. Spears and 5 Star Washer Technical Services Inc. to
continue using cash collateral through Dec. 31, 2017.
A hearing on the Debtor's continued cash collateral use is set for
Dec. 13, 2017, at 10:00 a.m.
A copy of the Order is available at:
http://bankrupt.com/misc/nywb13-10738-558.pdf
As reported by the Troubled Company Reporter on July 3, 2017, the
Court authorized Stacy F. Spears and Becki L. Spears and 5 Star
Washer Technical Services Inc. to continue using cash collateral
through Sept. 30, 2017. The counsel for the Debtors advised the
Court that the Debtors' efforts to pursue those asset sales
contemplated by the Debtors' Chapter 11 plan are continuing,
however, additional time is needed to complete those efforts.
A copy of the Interim Order is available at:
http://bankrupt.com/misc/nywb13-10738-539.pdf
About 5 Star Washer
5 Star Washer Technical Services Inc., successor-in-interest to 5
Star Washer Service Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-10738) on March 22, 2013. The petition was
signed by Becki L. Spears, president. The Debtor estimated assets
at $1,000,001 to $10,000,000 and liabilities at $500,001 to
$1,000,000. The case is assigned to Judge Michael J. Kaplan. The
Debtor is represented by Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP.
9 HOUSTON LLC: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: 9 Houston LLC
1317 Post Oak Park
Houston, TX 77027
Type of Business: 9 Houston is a Single Asset Real
Estate (as defined in 11 U.S.C. Section
101(51B)). The Company owns a fee simple
interest in 5.396 acres of land located at
1317 Post Oak Park Drive, Houston, Texas
77027, valued by the Company at $29.39 million.
Chapter 11 Petition Date: September 30, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Jeff Bohm
Debtor's Counsel: Ronald J Sommers, Esq.
NATHAN SOMMERS JACOBS, APC
2800 Post Oak Blvd, 61st Fl
Houston, TX 77056-6102
Tel: 713-892-4801
Fax: 713-892-4800
E-mail: efilers@nathansommers.com
Total Assets: $29.39 million
Total Debts: $18.65 million
The petition was signed by David Schmidt, manager. A full-text
copy of the petition is available for free at:
http://bankrupt.com/misc/txsb17-35614.pdf
Debtor's List of Five Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bach Realty Trade Debt $2,000
Advisors, Inc.
6605 Cypresswood
Drive, Suite 125
Spring, TX 77379
Clark Anderson Trade Debt $7,510
McNelis & Co., P.A.
560 W. Canfield Ave
Coeur D Alene, ID 83815
Harris County et al Unknown
Ann Bennet, Tax
Assessor-Collector
PO Box 4622
Houston, TX
77210-4622
Interfin Corporation Trade Debt $608,465
1400 S Post Oak Ln # 150
Houston, TX 77056
Vinson & Elkins LLP Legal Fees $65,236
1001 Fannin Street
Suite 2500
Houston, TX
77002-6760
ALASKA DISPATCH: Committee Drops Bid to Hire Dorsey & Whitney
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alaska Dispatch
News, LLC, has withdrawn its request for authorization from the
U.S. Bankruptcy Court for the District of Alaska to retain Dorsey &
Whitney, LLP as counsel for the Committee, nunc pro tunc to August
30, 2017.
The Notice of Withdrawal was entered September 18, 2017, one week
after the Debtor won court approval to sell its assets.
In its application, the Committee said it required Dorsey & Whitney
to:
a. give the Committee legal advice with respect to its
powers and duties as the Committee;
b. prepare on behalf of the Committee necessary
applications, answers, orders, reports and other legal
papers;
c. assist the Committee in negotiation and preparation of a
plan of reorganization;
d. perform other legal services for the Committee which may
be necessary, and for which services it will be necessary
to employ counsel; and
e. act as secretary for the Committee and to take and
maintain minutes from all Committee meetings.
Dorsey & Whitney lawyers and paraprofessionals and their hourly
rates are:
Mike Mills, partner $435
Shane Kanady, associate $265
Michele Droege, paralegal $220
The Committee also intended for Dorsey & Whitney to be reimbursed
for reasonable out-of-pocket expenses incurred.
Michael R. Mills, Esq., a partner with the law firm of Dorsey &
Whitney LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Dorsey & Whitney can be reached at:
Michael R. Mills, Esq.
Shane Kanady, Esq.
DORSEY & WHITNEY LLP
1031 West Fourth Avenue, Suite 600
Anchorage, AK 99501-5907
Tel: (907) 276-4557
Fax: (907) 276-4152
About Alaska Dispatch News
Based in Anchorage, Alaska Dispatch News -- https://www.adn.com/ --
offers news, features and commentary with a statewide focus.
Alaska Dispatch News LLC sought Chapter 11 protection (Bankr. D.
Alaska Case No. 17-00285) on Aug 12, 2017. The petition was signed
by Alice Rogoff, manager. The Debtor estimated assets at $10
million to $50 million and liabilities at $1 million to $10
million. Judge Gary Spraker is assigned to the case. The Debtor
tapped Cabot C. Christianson, Esq., at Law Offices of Cabot
Christianson, P.C., as counsel.
An Official Committee of Unsecured Creditors was appointed in the
case.
* * *
On Sept. 11, 2017, Judge Gary Spraker of the U.S. Bankruptcy Court
in Anchorage approved the sale of Alaska Dispatch News to the
Binkley family for a $1 million credit bid. No other bidder came
forward.
"The balance of the purchase price is zero," U.S. Bankruptcy Court
Judge Gary Spraker said in an order, according to Alaska Dispatch
News' own reporting.
The Alaska Dispatch News report also noted that the buyer is the
Binkley Co. LLC made up of siblings Ryan Binkley, Wade Binkley,
James Binkley and Kai Binkley Sims. The group worked with Jason
Evans, owner of Alaska Media LLC, though the proposed sale
agreement lists only the Binkley Co. as buyer.
According to a Reuters report, the newspaper's previous owner,
Alice Rogoff, who bought it three years ago for $34 million, urged
the Court to approve the sale.
The sale has closed.
ALBANY MIB+K: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Albany MIB+K, LLC
121 Main Street, Unit 210
Foxboro, MA 02035
Type of Business: Albany Mib+K LLC is a Massachusetts Domestic
Limited-Liability Company whose principal
assets are located at 1 Crossgates Mall Rd,
Albany, NY 12203-5368.
Chapter 11 Petition Date: October 2, 2017
Case No.: 17-13682
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Frank J. Bailey
Debtor's Counsel: Lee Harrington, Esq.
NIXON PEABODY LLP
100 Summer St.
Boston, MA 02110-2131
Tel: (617) 345-1000
E-mail: lharrington@nixonpeabody.com
Estimated Assets: $ million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ashok Patel, member.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mab17-13682.pdf
ALL PHASE CARE: Taps Central Coast Bankruptcy as Legal Counsel
--------------------------------------------------------------
All Phase Care, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Central Coast
Bankruptcy Inc.
The firm will help the Debtor obtain a court order dismissing its
Chapter 11 proceeding and will serve as its legal counsel when it
files a Chapter 7 case.
Jason Vogelpohl, Esq., the attorney who will be providing the
services, will charge an hourly fee of $350. Paralegals, legal
assistants and bookkeepers will charge $175 per hour.
Central Coast received a retainer from the Debtor in the amount of
$5,000 on August 30.
The firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
Central Coast can be reached through:
Jason Vogelpohl, Esq.
Central Coast Bankruptcy Inc.
532 Pajaro Street
Salinas, CA 93901
Tel: 831-783-0260
Fax: 831-585-1024
About All Phase Care Inc.
All Phase Care Inc., a company that provides home health care
services, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Cal. Case No. 17-51734) on July 21, 2017. Edith
Calanno, 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 Stephen L. Johnson presides over the case. The Law Offices
of Frank E. Mayo previously represented the Debtor as bankruptcy
counsel.
The Debtor previously filed a Chapter 11 case (Bankr. N.D. Cal.
Case No. 17-51508), which was assigned to Judge M. Elaine Hammond.
The case was filed on June 22, 2017.
ALL SOD NURSERY: Taps Dal Lago Law as Legal Counsel
---------------------------------------------------
All Sod Nursery, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to employ Dal Lago Law to, among other things,
give legal advice regarding its duties under the Bankruptcy Code;
negotiate with its secured lender to obtain use of cash collateral;
and assist in the preparation of a plan of reorganization.
Dal Lago Law does not hold or represent any interest adverse to the
Debtor and its estate, and is "disinterested" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Michael R. Dal Lago, Esq.
Dal Lago Law
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Phone: 239-571-6877
Email: mike@dallagolaw.com
About All Sod Nursery Inc.
All Sod Nursery, Inc. operates a nursery located in Naples,
Florida, where young, premature plants, shrubs and trees are grown
until maturity and then offered for sale to the public. In
addition to these products, the Company also sells sod and mulch to
landscaping companies for larger projects.
All Sod Nursery primarily operates out of its 4701 Radio Road
location which acts as a "pick-up" retail location at which the
plants, shrubs, trees, sod and mulch are sold. It provides
delivery from this location for larger purchases. In addition to
the Radio Road location, All Sod Nursery also utilizes land located
at 1150 Pheasant Roost Trail, Naples, Florida, where it grows the
plants, shrubs and trees until they are mature and ready for sale.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-07361) on August 21, 2017.
Judge Caryl E. Delano presides over the case.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
ALLCORP INC: Hires Catlett Law as Special Counsel
-------------------------------------------------
Allcorp, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Arkansas to employ Catlett Law Firm as
special counsel.
The Debtor requires Catlett to, for a limited purpose, consult and
negotiate a Stock Purchase Agreement approved by the Court Order
Granting Motion to Sell of Bank Stock Free and Clear of All Liens
and Interests.
The Debtor will compensate H. Bradley Walker of Catlett Law Firm at
$240 per hour. Costs of representation are charged separately.
The Debtor seeks approval to compensate Walker as final
compensation in the amount of $22,476 for attorneys fees and $0 for
reimbursement of expenses.
H. Bradley Walker, Esq., of Catlett Law Firm, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Catlett may be reached at:
H. Bradley Walker, Esq.
Catlett Law Firm
323 Center Street, Suite 1800
Little Rock, AR 72201
Tel: (501) 372-2121
About Allcorp Inc.
Based in Little Rock, Arkansas, Allcorp, Inc., is an "S"
corporation incorporated on August 24, 2010 for the purpose of
acquiring all of the shares of the former Bank of Bradley, later
renamed Community State Bank. Allcorp is a regulated entity as a
single bank holding company under rules and regulations enforced by
the Federal Reserve.
Allcorp owns all of CSB, which is based in Bradley, Lafayette
County, Arkansas. CSB is an Arkansas state chartered bank.
Allcorp filed a Chapter 11 petition (Bankr. E.D. Ark. Case No.
16-13943) on July 27, 2016. Alexander P. Golden, IV, president,
signed the petition. In its petition, the Debtor estimated $1
million to $10 million in assets and liabilities.
Judge Phyllis M. Jones presides over the case.
Stanley V. Bond, Esq., at Bond Law Office, is the Debtor's
bankruptcy counsel. The Debtor hired Robert R. Redfern, CPA, PA,
to provide tax preparation services.
No official committee of unsecured creditors has been appointed.
APPVION INC: Moody's Lowers PDR to D-PD Amid Bankr. Filing
----------------------------------------------------------
Moody's Investors Service downgraded Appvion Inc.'s probability of
default rating (PDR) to D-PD from Caa1-PD, the corporate family
rating (CFR) to Ca from Caa1, second lien senior secured notes to
Ca from Caa2 and the revolving credit facility and first-lien term
loan to Caa2 from B1. The speculative grade liquidity rating
remains unchanged at SGL-4. The rating outlook was changed to
stable from negative. Subsequent to actions, all ratings of Appvion
will be withdrawn as the company has entered voluntary bankruptcy
proceedings.
Downgrades:
Issuer: Appvion, Inc.
-- Probability of Default Rating, Downgraded to D-PD from Caa1-PD
-- Corporate Family Rating, Downgraded to Ca from Caa1
-- Senior Secured Bank Credit Facility, Downgraded to Caa2(LGD2)
from B1(LGD2)
-- Senior Secured Regular Bond/Debenture, Downgraded to Ca(LGD4)
from Caa2(LGD4)
Outlook Actions:
Issuer: Appvion, Inc.
-- Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The downgrade of the PDR to D-PD is a result of the company's
bankruptcy court filing. The downgrade of the CFR to Ca, as well as
the downgrade of the second lien senior secured notes to Ca (about
$250 million outstanding as of July 2, 2017) and revolving credit
facility and first-lien term loan to Caa2 (about $200 million
outstanding as of July 2, 2017), reflect Moody's expectation of
about a 50% recovery on the corporate family's obligations, and the
relative ranking positions of various creditors, with the
junior-ranking second lien lenders in particular suffering material
loss absorption.
The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.
Appvion Inc., headquartered in Appleton, Wisconsin, manufactures
specialty coated paper products, including carbonless papers
(slightly more than 50% of EBITDA) and thermal papers. LTM sales
ending July 2017 were about $667 million.
APPVION INC: S&P Downgrades CCR to 'D' Amid Bankruptcy Filing
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on coated
paper manufacturer Appvion Inc. to 'D' from 'CCC'.
S&P said, "In addition, we lowered the issue-level rating on the
company's first-lien term loan to 'D' from 'B-'. The recovery
rating on the first-lien term loan is '1', indicating our
expectation for very high (90%-100%; rounded estimate: 90%)
recovery at the time of the chapter 11 filing. We also lowered the
issue-level rating on the company's second-lien secured notes to
'D' from 'CC'. The recovery rating on the second-lien secured notes
is '6', indicating our expectation for negligible (0%-10%; rounded
estimate: 0%) recovery at the time of the bankruptcy filing.
"At the same time, we also removed all the ratings from
CreditWatch, where they were placed with developing implications on
Aug. 30, 2017."
On Oct. 1, 2017, Appvion Inc. announced that it had filed for
Chapter 11 bankruptcy protection. In addition, the company has
announced that it has obtained a commitment for $85 million in new
debtor-in-possession (DIP) financing from a group of its first-lien
lenders. S&P will reassess its recovery ratings on Appvion's
prepetition debt in light of the bankruptcy filing, including the
potential impact of the proposed DIP financing.
ARCONIC INC: CL-B Pref Stock Automatically Converts to Common Stock
-------------------------------------------------------------------
Arconic Inc. announced that all its outstanding 5.375% Class B
Mandatory Convertible Preferred Stock, Series 1, par value $1.00
per share, will automatically convert into shares of Arconic common
stock at a rate of 15.6996 common shares per share of Class B
preferred stock, with deemed effect on Oct. 1, 2017, the mandatory
conversion date.
On Oct. 2, 2017, the first business day following the mandatory
conversion date, holders of the depositary shares (NYSE: ARNC.PB),
each representing one-tenth (1/10th) interest in one share of the
Class B preferred stock, will receive 1.56996 Arconic common shares
for each depositary share. Cash will be paid in lieu of fractional
common shares. No action by holders of the depositary shares is
required in connection with the conversion. As of
Sept. 27, 2017, there were 24,977,625 depositary shares
outstanding; 22,375 depositary shares were previously tendered for
early conversion into 29,269 shares of Arconic common stock.
The conversion of the remaining outstanding Class B preferred stock
will result in the issuance of approximately 39.2 million shares of
Arconic common stock on Oct. 2, 2017 (assuming no further early
conversions). As of July 28, 2017, Arconic had 441,030,999 shares
of common stock issued and outstanding.
Arconic previously disclosed that its Board of Directors declared a
dividend on July 24, 2017, of $6.71875 per share of the Class B
preferred stock (or $0.671875 per depositary share), payable on
Oct. 1, 2017, to holders of record as of Sept. 15, 2017. This
dividend payment will be made in the customary manner.
Upon conversion, the Class B preferred stock and depositary shares
will no longer be outstanding and all rights with respect to the
Class B preferred stock and depositary shares will cease and
terminate, except the right to receive the number of whole common
shares issuable upon conversion of the Class B preferred stock and
any required cash-in-lieu of fractional shares. Upon conversion,
the depositary shares will be delisted from trading on the New York
Stock Exchange.
Starting on Sept. 28, 2017, the 2016 Arconic Sustainability Report,
which details Arconic Inc.'s global environmental and social
performance, will be available online in the Sustainability Reports
section of Arconic's website at
http://www.arconic.com/global/en/who-we-are/sustainability-report.asp.
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.
ASTORIA FINANCIAL: Fitch Withdraws B Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has withdrawn the 'BBB-/F3' Long-Term and Short-Term
Issuer Default Ratings (IDRs) of Astoria Financial Corp and Astoria
Bank because the entities no longer exist as a result of their
merger with Sterling Bancorp and Sterling National Bank Oct. 2,
2017. The Rating Watch Evolving and ratings were not resolved for
commercial reasons.
KEY RATING DRIVERS
IDRS, VIABILITY RATINGS, SENIOR DEBT, SUPPORT RATING, SUPPORT
RATING FLOOR, HOLDING COMPANY, SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES, and LONG- AND SHORT-TERM DEPOSIT RATINGS
Key rating drivers are no longer relevant given ratings
withdrawals.
RATING SENSITIVITIES
IDRS, VIABILITY RATINGS, SENIOR DEBT, SUPPORT RATING, SUPPORT
RATING FLOOR, HOLDING COMPANY, SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES, AND LONG- AND SHORT-TERM DEPOSIT RATINGS
Ratings sensitivities are no longer relevant given rating
withdrawals.
Fitch has withdrawn the following ratings, which were on Rating
Watch Evolving:
Astoria Financial Corporation
-- Long-Term IDR 'BBB-';
-- Short-Term IDR 'F3';
-- Viability Rating 'bbb-'
-- Senior Debt 'BBB-';
-- Preferred Stock 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Astoria Bank (Formerly Astoria Federal Savings and Loan
Association)
-- Long-Term IDR 'BBB-';
-- Short-Term IDR 'F3';
-- Long-term Deposits 'BBB';
-- Short-term Deposits 'F2';
-- Viability Rating 'bbb-'.
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
-- Subordinated convertible notes 'BB+'.
ASTORIA FINANCIAL: Moody's Confirms Ba2 Preferred Stock Rating
--------------------------------------------------------------
Moody's Investors Service confirmed all the ratings of Astoria
Financial Corporation and its lead bank subsidiary, Astoria Bank
(collectively Astoria). The ratings of Astoria Financial
Corporation include its senior unsecured and issuer ratings of Baa3
and its non-cumulative preferred stock rating of Ba2 (hyb). The
ratings and assessments of Astoria Bank include its long-term bank
deposit ratings of A3, its issuer rating of Baa3, its standalone
baseline credit assessment (BCA) and adjusted BCA of baa2, and its
long-term Counterparty Risk (CR) Assessment of Baa1(cr). The bank's
short-term deposit rating of Prime-2 and short-term CR assessment
of Prime-2(cr), which were not on review, were both affirmed.
These actions conclude the review for downgrade initiated on 8
March 2017 following the announcement of Sterling Bancorp's
(Sterling, unrated) intent to acquire Astoria. The actions are in
response to the completion of the acquisition on October 2, 2017.
All of Astoria's obligations will be assumed by Sterling.
Following the ratings actions, Moody's will withdraw all of
Astoria's ratings except for the senior unsecured debt rating of
Astoria Financial Corporation, which will remain outstanding.
RATINGS RATIONALE
Moody's said that Astoria's ratings confirmation reflects the
profitability benefits for Astoria that derive from being housed in
a more diversified bank when combined with Sterling and the
better-than-expected tangible capital ratios at Sterling than when
the acquisition was announced.
Astoria had appreciably higher capital ratios than Sterling. At 30
June 2017, Moody's tangible common equity (TCE)/risk-weighted
assets (RWA) ratio for Astoria was 18.4% compared to Sterling's
TCE/RWA ratio of 10.18%. However, Moody's expects the combined
bank's TCE/RWA ratio to be in the range of 11% and 12% at closing
and during the next two years. Sterling's higher capital ratio will
be supported by stronger earnings generation and Sterling's modest
dividend payout.
Regarding profitability, Moody's expects returns to benefit from
Sterling's more diversified and higher yielding commercial loan mix
and the ability to capture fee income across a broader range of
asset classes. The Sterling acquisition also offers the ability to
cut costs by reducing branches and consolidating operational
systems within its New York footprint. Moody's also highlighted
both banks' solid core deposit funding and stable liquidity as
additional support to the ratings confirmation.
Regarding asset quality, Moody's noted a mixed story.
Non-performing loans and charge-offs are currently relatively low
at both banks. However, Sterling has grown rapidly during the past
five years, quadrupling in size, mainly by acquiring banks and loan
portfolios. Furthermore, Sterling has shifted its lending mix
towards more commercial and industrial and middle market lending,
and asset- based lending. As a result, its lending relationships
are not seasoned and are less predictable in terms of asset quality
performance when the cycle turns.
Moody's added that despite the diversification provided by the
addition of commercial loans to the loan mix, commercial real
estate lending is 300% of tangible common equity, which is a high
ratio and a credit negative.
FACTORS THAT COULD LEAD TO AN UPGRADE
Upward ratings movement is currently limited by the high growth
profile of the combined bank. However, should asset quality
performance prove sustainable, leading to stronger profitability,
this could lead to upward ratings pressure.
FACTORS THAT COULD LEAD TO A DOWNGRADE
A downgrade of the senior debt could occur if capitalization or
profitability metrics fall below expected levels.
The principal methodology used in these ratings was Banks published
in September 2017.
ATLANTIC POWER: Moody's Hikes Corporate Family Rating to Ba3
------------------------------------------------------------
Moody's Investors Service upgraded Atlantic Power Corporation's
Corporate Family Rating (CFR) to Ba3 from B1 and the senior secured
term loan and revolving credit facilities at APLP Holdings Limited
Partnership's (APLP Holdings) to Ba2 from Ba3. At the same time,
Moody's has affirmed Atlantic Power's speculative grade liquidity
rating of SGL-2. The outlook has been revised to stable from
positive.
Upgrades:
Issuer: APLP Holdings Limited Partnership
-- Senior Secured Bank Credit Facility, Upgraded to Ba2(LGD3)
from Ba3(LGD3)
Issuer: Atlantic Power Corporation
-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
-- Corporate Family Rating, Upgraded to Ba3 from B1
Outlook Actions:
Issuer: APLP Holdings Limited Partnership
-- Outlook, Changed To Stable From Positive
Issuer: Atlantic Power Corporation
-- Outlook, Changed To Stable From Positive
Affirmations:
Issuer: Atlantic Power Corporation
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
RATINGS RATIONALE
The upgrade reflects company's continued effort to improve its
credit metrics through cost cutting and debt reduction. "Atlantic
Power's cash flow coverage ratio has improved to around 10.4% for
last twelve months through the second quarter of 2017", said Toby
Shea, Vice President -- Senior Credit Officer "and Moody's see
further improvements going forward based on continued debt
reduction."
Atlantic Power is a relatively small independent power producer
with about 1,500 MW of net generation capacity. The company
generates stable, contracted cash flows from 23 projects located
across the US and Canada. Most of the projects have been in
existence for more than a decade and their aggregate contracted
cash flow is expected to decline somewhat over the next few years
as the initial terms of their power purchase agreements expire,
with a more substantial drop off starting in 2023. However, Moody's
expects the decline in cash flow to be largely offset by lower debt
levels, which will help to maintain and potentially improve
coverage levels.
The company remains highly leveraged against its cash flows with
CFO Pre-WC (cash flow from operation pre-working capital) to debt
projected to be around 10% to 12% from 2017 through 2019. However,
this is a significant improvement compared to the CFO Pre-WC to
debt ratios of 6.3% in 2015 and 7.1% in 2016.
APLP Holding's $587 million term loan, which is rated one notch
above the CFR at Ba2, benefits from a security interest in most of
the projects and a greater of 50% cash flow sweep or target debt
balance that should pay off most of the term loan balance over the
next six years.
Liquidity
Atlantic Power has good liquidity to meet the needs of its
operations and debt service obligations as is indicated by its
speculative grade liquidity rating of SGL-2. The company is
expected to generate more than $100 million of annual cash flow, on
average over the next six years, available for the cash sweep under
APLP Holdings' term loan.
Atlantic Power has access to a $200 million revolving credit
facility and has $122 million available as end of June 2017. The
revolving credit facility, which has the same collateral and
security as the $587 million term loan, will expire in 2021.
Atlantic Power is currently using $77.2 million of the credit
facility to support letters of credit and a 6 month debt service
reserve fund in favor of the $587 million term loan.
Atlantic Power's upcoming maturities include $60 million of project
debt at its Piedmont project in 2018 and $103 million of
convertible debt at the holding company due in 2019.
Rating Outlook
The stable outlook reflects the reliability and consistency of the
contracted cash flows from its portfolio of 23 power projects,
improving credit metrics, coupled with an expected declining debt
balance due to debt amortization at APLP Holdings as well as at
some of the projects.
Factors that Could Lead to an Upgrade
Upward rating pressure could result from the CFO pre-W/C to debt
ratio increasing to around the 15% or above range on a sustained
basis with the continuation of its credit supportive financial
policy.
Factors that Could Lead to a Downgrade
Atlantic Power could be downgraded if cash flow deteriorates and
the CFO pre-W/C to debt ratio falls into the single digits or the
company finds itself in a cash flow deficit position after paying
its debt service.
APLP Holdings is an independent power producer and a subsidiary of
Atlantic Power Corporation, headquartered in Dedham,
Massachusetts.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
AVON 8539: Taps Dahiya Law Offices as Legal Counsel
---------------------------------------------------
Avon 8539 Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to employ Dahiya Law Offices LLC to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code and assist in the preparation of a plan of
reorganization.
The firm's standard hourly rates are:
Principal $500
Counsel $450
Paralegals $125
Clerks $50
The firm received a retainer of $5,000 from Avon President Vidya
Sabrina Quail on September 7.
Karamvir Dahiya, Esq., a principal of Dahiya Law Offices, disclosed
in a court filing that the firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
Dahiya Law Offices can be reached through:
Karamvir Dahiya, Esq.
Dahiya Law Offices, LLC
75 Maiden Lane Suite 506
New York, NY 10038
Phone: 212-766-8000
Email: karam@legalpundit.com
About Avon 8539 Corp.
Avon 8539 Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-44648) on September 7,
2017. Vidya Sabrina Quail, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.
Judge Carla E. Craig presides over the case.
BAITY'S PRECISION: Hires Kight Law Office as Counsel
----------------------------------------------------
Baity's Precision Machining, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ D. Rodney Kight, Jr. of Kight Law Office, PC as counsel.
Mr. Knight has worked with the Debtor pre-bankruptcy for
approximately one year regarding various business matters and debt
issues. Based on his understanding of the debtor's business and
operations he reasonably believes that the case has merit and that
the Debtor is capable of complying with the requirements of Chapter
11, including filing monthly reports and performing other
administrative obligations, filing a feasible reorganization plan,
and acting within the bounds of the Bankruptcy Code and the court's
local bankruptcy rules.
Mr. Knight's usual and customary billable rate is $395 per hour,
and his paralegal's usual and customary hourly rate is $150. Mr.
Knight has agreed to bill at a reduced rate of $350.00 per hour.
Mr. Knight attests that he has no connection with the Debtor, its
creditors, or any other party in interest or their respective
attorneys which would cause him to be unable to represent fully the
interest of the Debtor.
Mr. Knight can be reached through:
D. Rodney Kight, Jr., Esq.
KNIGHT LAW OFFICE, PC
84 West Walnut Street, Suite 201
Asheville, NC 28801
Tel: (828) 255-9881
Fax: (828) 255-9886
rod@kightlaw.com
About Baity's Precision Machining
Baity's Precision Machining, Inc., is a machining business located
in Asheville, Buncombe County, North Carolina. It has been in
business for more than 35 years. It specializes in precision,
high-tech machining of new and replacement parts for a variety of
industries, including high speed packaging, medical device
components, transportation, machinery builders, polymer textiles,
chemicals, and gas and flow control valves. The equipment it uses
is unique and requires technical expertise to operate.
Baity's Precision Machining was formed by Bill and Carolyn Baity in
1981. The current principal, Mark Shepherd, acquired the debtor
through a purchase agreement in 2008.
Baity's Precision Machining filed for Chapter 11 bankruptcy
protection (Bankr. W.D. N.C. Case No. 17-10397) on Sept. 15, 2017.
Judge George Hodges presides over the case. The Debtor is
represented by Rodney Kight, Jr. of Kight Law Office, PC.
BATH CREST: Plan Outline Okayed, Plan Hearing on Oct. 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida is
set to hold a hearing on October 31 to consider approval of the
Chapter 11 plan for Bath Crest of Florida LLC.
The court had earlier approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.
The order, signed by Judge John Olson on September 20, set an
October 17 deadline for creditors to file their objections and cast
their votes accepting or rejecting the plan.
The Plan contemplates that funding of the Plan will be derived
primarily from the Funder, with some funding possibly from the
Debtor's cash generated from its ongoing business operations.
Class 8 consists of all Unsecured Claims. Upon the Effective Date
of the Plan, the Debtor will cause payment representing a 5%
distribution to the holders of Allowed General Unsecured Claims.
Based on a review of the schedules filed by the Debtor, along with
the proof of claims that have been filed, and excluding the claim
held by Fern Labelle (the principal of the Debtor), and excluding
any deficiency claims of the Classes 1-7, and excluding the claim
of Prolux that has been scheduled by the Debtor in the amount of
$271,543.58 (the "Prolux Claim"), there exists approximately
$284,951.53 of Class 8 claims. The Debtor is reviewing its books
and records, and may file objections to some of these claims, which
may reduce the amount of the Class 8 creditor body. Class 8 is
impaired under the Plan.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/flsb16-10977-90.pdf
Bath Crest of Florida is represented by:
Brian S. Behar, Esq.
Behar, Gutt & Glazer, P.A.
DCOTA, Suite A-350
1855 Griffin Road
Fort Lauderdale, FL 33004
Phone: (305) 931-3771
Fax: (305) 931-3774
Email: bsb@bgglaw.com
About Bath Crest of Florida
Bath Crest of Florida LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-10977) on January 22,
2016. Fernand Labelle, manager, signed the petition.
Judge John K. Olson presides over the case. Behar, Gutt & Glazer,
P.A. represents the Debtor as bankruptcy counsel.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.
BEACON ROOFING: Moody's Confirms B1 CFR Amid Allied Building Deal
-----------------------------------------------------------------
Moody's Investors Service confirmed Beacon Roofing Supply, Inc.'s
B1 Corporate Family Rating and B1-PD Probability of Default Rating
following company's previous announcement that it is acquiring
Allied Building Products Corp., scheduled to close in early January
2018. In related rating actions, Moody's assigned a B1 rating to
the company's secured term loan due 2025 and a B3 rating its senior
unsecured notes due 2025. Proceeds from debt and cash on hand from
equity issuances will be used to acquire Allied, and to repay
Beacon's existing senior secured term loan maturing 2022, at which
time the rating will be withdrawn. The B3 rating assigned to the
existing senior unsecured notes due 2023 is confirmed as well.
Beacon's SGL-2 Speculative Grade Liquidity Rating is unchanged. The
rating outlook is stable. This concludes the review Moody's
initiated on August 24, 2017.
Beacon is acquiring Allied, a national distributor of exterior and
interior products with revenues of about $2.6 billion, from CRH
plc, a global diversified building materials group, for
approximately $2.6 billion. On a pro forma basis, the combined
company will have about $6.8 billion in sales, market expansion in
New York, New Jersey, and upper Midwest, and new products including
wallboard and suspended ceiling systems.
Beacon's new capital structure will consist of a $1.3 billion
asset-based senior secured revolving credit facility expiring 2023
(unrated), $970 million senior secured term loan, $1.6 billion of
senior unsecured notes, and approximately $40 million in capital
leases. Beacon also issued $400 million, net of convertible
preferred equity purchased by an affiliate of private-equity firm
Clayton, Dubilier & Rice, and raised $345 million from issuing new
equity in form of common stock.
The following ratings are affected by this action:
Corporate Family Rating, confirmed at B1
Probability of Default Rating, confirmed at B1-PD
Senior Secured Term Loan B due 2022, confirmed at B2 (LGD4)
Senior Unsecured Notes due 2023, confirmed at B3 (LGD5)
Senior Secured Term Loan B due 2025, assigned at B1 (LGD3)
Senior Unsecured Notes due 2025, assigned at B3 (LGD5)
Outlook, changed to Stable from Rating Under Review
RATINGS RATIONALE
The B1 CFR remains appropriate at this time since Moody's expects
improving debt credit metrics due to a combination of better
earnings from volume growth, operating leverage and synergy
savings. Moody's projects Beacon's revenues growing over next 12 to
18 months after closing on the purchase of Allied to about $7.6
billion from $6.8 billion pro-forma through June 30, 2017 due to
end market demand, and adjusted debt leverage trending towards
4.25x by mid-2019 from 5.4x revised pro-forma at 3Q17. Revised
pro-forma ratios are better than previously estimated in Moody's
August 24 press release. Moody's now includes operating lease
adjustments for Allied's rental payments, Beacon's equity issuance,
which raised an additional $345 million, and some synergies. Total
adjusted balance sheet debt is about $3.6 billion pro forma at
3Q17. Beacon will use approximately $230 million of equity proceeds
for the acquisition of Allied, $100 million to reduce the amount of
issued convertible preferred shares, which Moody's views as equity,
and balance to pay related fees and expenses. Adjusted interest
coverage, measured as EBITA-to-interest expense, will approach
3.75x over Moody's time horizon. Moody's forward views includes
repayment of debt from free cash flow. All ratios incorporate
Moody's standard adjustments. Additionally, Beacon's good liquidity
profile characterized by free cash flow generation and revolver
availability is a credit enhancer, giving it financial flexibility
to contend with Allied's integration and achieving cost synergies
as the company de-levers. Beyond manageable term loan amortization
of $9.7 million, Beacon has an extended maturity profile with
nearest maturities in early 2023 when its revolving credit facility
expires and in late 2023 when $300 million of senior unsecured
notes mature.
Supporting B1 CFR is Beacon's business profile as one of the
largest rated domestic wholesale distributor of roofing supplies,
wallboard, and ceiling systems, giving Beacon considerable pricing
power with both manufacturers and end users. A national footprint
with expansion in Northeast and Midwest, gives the company ability
to absorb shocks associated with regional weakness, and enables
Beacon to manage potential volatility in annual storm-related
demand. Roofing repair, representing about 75% of pro forma
revenues, is an ongoing strength in the repair and remodeling
sector. Due to its nondiscretionary nature, roofing repair products
exhibit significantly less demand volatility than other building
products. Sustained strength in US residential construction
supports growth as well. Moody's projects new housing starts could
reach 1.280 million in 2018, up 6.2% from Moody's forecasts of
1.205 million in 2017, and maintains a positive outlook for the
domestic homebuilding industry.
However, risks remain. Integration of Allied may not proceed as
quickly as planned, especially as Beacon focuses on a "hub and
spoke" business model, delaying synergies and resulting cash flows.
Additionally, Beacon may redeploy generated cash from debt
reduction to other uses. Paying dividends to convertible preferred
shareholders or buying back preferred shares would delay
deleveraging targets and potentially negatively impacting ratings.
Intense competition creates long-term uncertainty. US private
construction is a cyclical industry, which in an economic downturn
would weaken cash flows and debt-service capabilities.
Beacon's SGL-2 Speculative Grade Liquidity Rating reflects Moody's
views the company will maintain a good liquidity profile over 12
months following its acquisition of Allied, generating positive
free cash flow and having more than sufficient revolver
availability supporting seasonal demands for working capital needs
and capital expenditures.
The stable rating outlook reflects Moody's expectations that
Beacon's credit profile such as leverage remaining below 5.0x will
remain supportive of its B1 CFR over 12 to 18 months after
acquiring Allied.
Positive rating action is unlikely over the intermediate term.
Longer term, an upgrade could result from:
* Debt-to-EBITDA sustained below 4.0x
* Substantial free cash flow generation resulting in permanent debt
reduction
* Sustained organic growth
* An improved liquidity profile
Negative rating will ensue if Beacon performs below Moody's
expectations, resulting in the following credit metrics (ratios
include Moody's standard adjustments) and characteristics:
* Debt-to-EBITDA sustained above 5.5x
* EBITA-to-interest expense remains below 2.0x
* Significant deterioration in the company's liquidity profile
* Larger-than-projected shareholder distributions/repurchases
* Additional large debt-financed acquisitions
B1 rating assigned to the $970 million senior secured term loan due
2025, same rating as CFR, results from its priority of payment
relative to $1.6 billion in more junior capital. The term loan is
secured by a first lien on company's domestic non-current assets
and any assets not pledged to the revolver. It also has a second
lien on the assets securing the revolver. The value of the tangible
assets comprising the first lien is a fraction of the amount owed,
resulting in a lower recovery relative to the asset-based credit
facilities. Even though the term loan also has a second-priority
security interest in current assets, Moody's believes the benefits
from the residual value of the second-lien collateral will be
minimal in a distressed scenario.
B3 ratings assigned to Beacon's $300 million senior unsecured notes
due 2023 and its $1.3 billion senior unsecured notes due 2025, two
notches below the CFR, results from their effective subordination
to the company's bank debt. These notes are pari-passu to each
other and are in a first-loss position in a recovery scenario
relative to Beacon's secured debt.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
Beacon Roofing Supply, Inc., headquartered in Herndon, VA, upon
closing the acquisition of Allied Building Products Corp., will be
one of the largest North American building materials distributors
of roofing supplies and other exterior products, and interior
products such as wallboard and suspended ceiling systems. Pro forma
revenues for the 12 months through June 30, 2017 totaled
approximately $6.8 billion.
BELK INC: Bank Debt Trades at 16% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc. is a borrower
traded in the secondary market at 83.50 cents-on-the-dollar during
the week ended Friday, September 22, 2017, according to data
compiled by LSTA/Thomson Reuters MTM Pricing. This represents an
increase of 2.06 percentage points from the previous week. BELK,
Inc pays 450 basis points above LIBOR to borrow under the $1.50
billion facility. The bank loan matures on Nov. 19, 2022 and
carries Moody's B2 rating and Standard & Poor's B- rating. The
loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended September 22.
BLUE BEE: Wants Plan Filing Extended to Complete Claims Review
--------------------------------------------------------------
Blue Bee, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to extend the exclusive periods during which
only the Debtor may file a plan of reorganization and obtain
acceptances of the plan, to and including Nov. 16, 2017, and Jan.
15, 2018, respectively.
As reported by the Troubled Company Reporter on Sept. 11, 2017, the
Court extended for approximately 60 days the exclusive periods
during which only the Debtor could file a plan of reorganization
and obtain acceptances of the plan, to and including Oct. 16 and
Dec. 15, respectively.
The Debtor believes it would be premature to file a Plan by Oct.
16.
The Debtor relates it recently concluded its analysis and final
determination regarding the assumption or rejection of the leases
for the retail stores, and believes it is now well positioned to
formulate the terms of a Plan in this case.
The Debtor says that during the months that the Debtor's bankruptcy
case has been pending, it has worked diligently to stabilize its
business operations, decrease expenses and increase store revenue
at its 13 operating retail stores. Although the Debtor's efforts
to stabilize its business operations and increase sales were
hampered by, among other things, the unexpectedly inclement weather
in California during the 2016-2017 winter season, which in turn
negatively impacted the entire retail industry in California, the
Debtor believes that its business operations have now substantially
stabilized and that it will soon be in a position to accurately
forecast its sales revenue and expenditures, based upon historical
performance (including its performance during the last
approximately 9 months), to formulate and ultimately support a Plan
in this case.
While the Debtor has been in the process of evaluating and
formulating the potential terms of a Plan, the Debtor requires a
brief extension of time to complete its review of the proofs of
claim that have been filed by creditors in the Debtor's case (which
claims will need to be accounted for in any Plan), to continue to
evaluate and determine the feasibility of potential terms of a
Plan, to continue to evaluate its business operations and to
prepare accurate cash flow forecasts in support of a Plan, and to
complete the preparation of a Plan and disclosure statement and
other documents related thereto.
The Debtor intends to use the brief extension of time, if granted
by the Court, to engage in discussions with its primary secured
creditor, Pacific City Bank, regarding the potential consensual
treatment of Pacific City Bank's claim against the Debtor under a
Plan. Pacific City Bank's claim is secured by substantially all
assets of the Debtor and, among other things, the personal
residence in Malibu, California owned by the Debtor's principals,
Jeff Sunghak Kim and Young Ae Kim. Mr. and Mrs. Kim have placed
their Malibu residence on the market and have accepted an offer
from a third party buyer to purchase the residence. Although the
sale of the Malibu residence has been pending for a number of
months, the sale is now on the verge of closing and is anticipated
to close within the next approximately 30 days. The closing of the
sale of the Malibu residence will result in a substantial reduction
(of approximately $700,000) of Pacific City Bank's claim against
the Debtor, and will therefore have a significant impact upon the
Debtor's discussions with Pacific City Bank regarding the potential
consensual treatment of Pacific City Bank's claim under a Plan.
The Debtor submits that good cause exists to extend its plan
exclusivity periods. Given the retail nature of its business, the
Debtor's ultimate reorganization strategy in this case hinged upon
the Debtor's evaluation of the Retail Stores and negotiations with
its landlords. The Debtor recently completed its evaluation of the
Retail Stores, which evaluation ultimately resulted in the closure
of eight of the Debtor's Retail Stores, leaving the 13 Operating
Retail Stores. While the Debtor has been in the process of
evaluating and formulating the potential terms of a Plan, the
Debtor requires a brief extension of time to complete its review of
the proofs of claim that have been filed by creditors in the
Debtor's case (which claims will need to be accounted for in any
Plan), to continue to evaluate and determine the feasibility of
potential terms of a Plan, to continue to evaluate its business
operations and to prepare accurate cash flow forecasts in support
of a Plan, and to complete the preparation of a Plan and disclosure
statement and other documents related thereto.
The Debtor is also requesting the brief extension of time to engage
in discussions with its primary secured creditor, Pacific City
Bank, regarding the potential treatment of Pacific City Bank's
claim against the Debtor under a Plan. If the sale of the
residence owned by the Debtor's principals, Mr. and Mrs. Kim,
closes within the next approximately 30 days, as anticipated, the
claim of Pacific City Bank will be substantially reduced (by
approximately $700,000). The closing of the sale of the
principals' residence will therefore have a significant impact upon
the Debtor's discussions with Pacific City Bank regarding the
potential treatment of Pacific City Bank's claim under a Plan.
About Blue Bee, Inc.
Blue Bee, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 16-23836) on Oct. 19, 2016. Headquartered near downtown Los
Angeles, in Vernon, California, Blue Bee is a retailer doing
business under the "ANGL" brand offering stylish and contemporary
women's clothing at reasonable prices to its fashion-savvy
customers.
As of the bankruptcy filing date, the Debtor owned and operated 21
retail stores located primarily in shopping malls throughout the
state of California. Since the opening of its first Retail Store
in 1992 along Melrose Avenue in Los Angeles, the Debtor has focused
on bringing designer fashion to a wider audience.
The Debtor is the successor-in-interest to Angl, Inc., a California
corporation, which was founded by Jeff Sunghak Kim and his wife,
Young Ae Kim, and was dissolved on Aug. 30, 2013. Substantially
all of the assets of Angl were transferred to, and substantially
all of the liabilities of Angl were assumed by, the Debtor (which
was formed on Aug. 30, 2013) for tax and other corporate
restructuring and marketing purposes. The same corporate directors
and officers of Angl have acted as the corporate directors and
officers of the Debtor. Jeff Sunghak Kim and his wife, Young Ae
Kim, continue to be actively involved in the Debtor's business
operations as the President and Secretary of the Debtor,
respectively.
The bankruptcy petition was signed by Jeff Sungkak Kim, president.
The Debtor is represented by Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP. The case is assigned to Judge Sandra R.
Klein. The Debtor estimated assets and liabilities at $1 million
to $10 million.
BREITBURN ENERGY: Client Losses Recovered in Hilliard Fraud Case
----------------------------------------------------------------
Stockbroker fraud law firm Oakes & Fosher, LLC, recovered all
client losses in a recent case against brokerage firm Hilliard
Lyons. In September, a three-member arbitration panel found in
favor of the law firm's clients, and awarded a total of $558,399,
which included an award of $100,000 in punitive damages.
The claims alleged that the broker, Michael Barnett, who works for
Hilliard Lyons, invested the significant majority of the clients'
funds in Breitburn Energy (BBEPQ). The company operated in the
speculative oil and gas area, and filed for Chapter 11 bankruptcy
in May 2016.
Mr. Barnett concentrated the investors' account in this one stock,
which exposed the Illinois couple to additional risk. Mr. Barnett
had a previous complaint regarding concentration of this stock in
customer accounts. Mr. Barnett has worked in the securities
industry for approximately seven years. The Panel in this case
agreed that purchasing this stock for customers was not
appropriate, and that concentrating the investors' account in this
one stock was even more inappropriate.
Oakes & Fosher, LLC was able to recover $450,000 in compensatory
damages and $100,000 in punitive damages as well as costs due to
the actions of Barnett and Hilliard Lyons.
About Hilliard Lyons
A number of cases against brokers at the Kentucky-based
broker-dealer firm Hilliard Lyons have been tried over the years,
including those involving broker Michael Barnett and other brokers
with alleged misconduct. From 1998 to 2008, the company was owned
by PNC Financial Services. Now ownership is shared between
Hilliard Lyons employees and Houchens Industries.
About Oakes & Fosher
Oakes & Fosher is a law firm dedicated solely to representing
individual investors in disputes with stock brokers and brokerage
firms. The firm has represented over approximately 1,000 investors
throughout the country and has recovered millions of dollars due to
stockbroker negligence and/or fraud.
If you have investments with a broker at Hilliard Lyons or have had
losses due to investments in Breitburn with Hilliard Lyons, please
contact Oakes & Fosher at 877-383-2118.
About Breitburn Energy
Breitburn Energy is engaged in the acquisition, exploitation and
development of oil and natural gas properties, Midstream Assets,
and a combination of ethane, propane, butane and natural gasoline
that when removed from natural gas become liquid under various
levels of higher pressure and lower temperature, in the United
States. Operations are conducted through Breitburn Parent's
wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general
partner, Breitburn Operating GP LLC.
Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.
The petitions were signed by James G. Jackson, executive vice
president and chief financial officer.
The Debtors are represented by Ray C Schrock, Esq., and Stephen
Karotkin, Esq., at Weil Gotshal & Manges LLP. The Debtors hired
Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The
Debtors tapped Alvarez & Marsal North America, LLC, as financial
advisor; Lazard Freres & Co. LLC as investment banker; and Prime
Clerk LLC as claims and noticing agent.
The U.S. trustee for Region 2 appointed three creditors of
Breitburn Energy Partners LP and its affiliates to serve on the
official committee of unsecured creditors, and on Nov. 15, 2016,
the U.S. Trustee appointed seven creditors of Breitburn Energy
Partners LP and its affiliated debtors to serve on the official
committee of unsecured creditors.
BREITBURN ENERGY: Needs More Time for Creditor Talks, to File Plan
------------------------------------------------------------------
Breitburn Energy Partners LP and its affiliated debtors request the
U.S. Bankruptcy Court for the Southern District of New York to
further extend their exclusive periods in which to file a chapter
11 plan and solicit acceptances of that plan through October 30 and
December 27, 2017, respectively.
A hearing will be held on the Debtors' Motion on October 12, 2017
at 10:00 a.m. Objections are due October 5.
The Debtors are seeking a modest extension of the Exclusive Periods
at this critical juncture of their chapter 11 cases in furtherance
of their commitment to serve as a fiduciary for their estates and
continue to broker a consensual plan of reorganization among their
various creditor constituencies that is in the best interests of
their economic stakeholders.
The Debtors assert that the requested extensions of the Exclusive
Periods are appropriate to complete negotiations with the Second
Lien Group, the Ad Hoc Group of Noteholders and all other key
constituents, and to maintain the current momentum of the plan
process.
Since the Petition Date, the Debtors have managed an inclusive plan
negotiation process, and have negotiated with numerous stakeholders
regarding various permutations of several plan proposals.
These efforts have culminated in two potential plan paths and the
requested extensions will provide the Debtors with the opportunity
to propose a plan that is confirmable and that will appropriately
address the cancellation of indebtedness income issue.
Particularly, the Debtors have negotiated the specific structure
and terms of a plan of reorganization proffered by certain holders
the Second Lien Group, pursuant to which the Debtors would obtain
new financing and exit chapter 11 keeping their entire existing
business enterprise intact. Those plan negotiations continued in
earnest until mid-to-late August, and the Debtors prepared and
distributed a draft plan of reorganization to the Second Lien Group
and the First Lien Lenders, embodying this plan formulation.
Likewise, direct dialogue between the advisors to the Debtors and
advisors to the Ad Hoc Groups of Bondholders on the terms of a
proposed plan of reorganization to be sponsored by certain holders
of Unsecured Notes ceased in early August. Notably, the Debtors'
insistence that the proposed plan be consensual with the Second
Lien Group -- rather than requiring that it be pursued via various
cram-up structures being proposed by the Ad Hoc Groups of
Bondholders -- all contributed to the abandonment of that proposed
plan structure.
The Debtors tell the Court that they have also discovered that the
Ad Hoc Groups of Bondholders and the Second Lien Group had begun a
direct dialogue in mid-August regarding the structure of a plan of
reorganization ("Rights Offering Plan") pursuant to which the
holders of the Second Lien Notes would receive in satisfaction of
their claims a substantial portion of the equity of a Reorganized
Breitburn that would own all of the Debtors' assets, other than the
Debtors' assets located in the Permian Basin region.
Pursuant to the proposed Rights Offering Plan, an equity infusion
through a rights offering will be implemented where the
participants in the Rights Offering would receive 100% of the
equity of a new entity that would own the Permian Assets and which
entity also would own the balance of the equity of Reorganized
Breitburn not distributed to the holders of the Second Lien Notes.
The Rights Offering Plan contemplates that the Rights Offering
would be backstopped by certain Unsecured Noteholders, including
certain members of the Ad Hoc Groups of Bondholders. The Ad Hoc
Groups of Bondholders and the Second Lien Group chose to exclude
the Debtors from their direct dialogue until they reached an
agreement among themselves.
On August 29, 2017, the Debtors received an unsolicited offer to
purchase their Permian Assets. This confidential offer also was
simultaneously provided to the Debtors' key constituents. After
consulting with the Second Lien Group and the Ad Hoc Groups of
Bondholders, given the strong potential to disrupt the ability to
achieve a consensual plan and the Debtors' understanding of the
relationship of this potential purchaser to one of the Debtors'
Unsecured Noteholders, the Debtors have not yet engaged with that
party and the offer remains under consideration.
As such, the requested extension will provide the Equity Committee
and the Debtors with additional time to address any concerns the
Equity Committee still may have regarding the way in which the
Debtors intend to address the issue or with respect to the proposed
treatment under the plan of its constituency.
About Breitburn Energy
Breitburn Energy is engaged in the acquisition, exploitation and
development of oil and natural gas properties, Midstream Assets,
and a combination of ethane, propane, butane and natural gasoline
that when removed from natural gas become liquid under various
levels of higher pressure and lower temperature, in the United
States. Operations are conducted through Breitburn Parent's
wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general
partner, Breitburn Operating GP LLC.
Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.
The petitions were signed by James G. Jackson, executive vice
president and chief financial officer.
The Debtors are represented by Ray C Schrock, Esq., and Stephen
Karotkin, Esq., at Weil Gotshal & Manges LLP. The Debtors hired
Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The
Debtors tapped Alvarez & Marsal North America, LLC, as financial
advisor; Lazard Freres & Co. LLC as investment banker; and Prime
Clerk LLC as claims and noticing agent.
The U.S. trustee for Region 2 appointed three creditors of
Breitburn Energy Partners LP and its affiliates to serve on the
official committee of unsecured creditors, and on Nov. 15, 2016,
the U.S. Trustee appointed seven creditors of Breitburn Energy
Partners LP and its affiliated debtors to serve on the official
committee of unsecured creditors.
BRINK'S COMPANY: Moody's Affirms Ba1 CFR & Revises Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed The Brink's Company's Ba1
Corporate Family rating ("CFR") and Ba1-PD Probability of Default
rating ("PDR"). The Speculative Grade Liquidity rating was upgraded
to SGL-2 from SGL-3. Moody's assigned a Ba2 to the proposed senior
unsecured notes due 2027. The ratings outlook was revised to
negative from stable.
Brink's announced it plans to issue an unrated senior secured bank
facility, consisting of a $1 billion revolving credit facility due
2022 and a $500 million term loan A due 2024, and plans to offer a
$500 million senior unsecured note. The net proceeds of the
financings will be used to repay existing indebtedness, including
the unsecured revolving credit facility, and add balance sheet
cash. The Ba1 (LGD4) rating on the senior unsecured revolving
credit facility due 2020 will be withdrawn when it is repaid.
Moody's took the following rating actions:
-- Corporate Family Rating, Affirmed at Ba1
-- Probability of Default Rating, Affirmed at Ba1-PD
-- Senior Unsecured Notes, Assigned at Ba2 (LGD 5)
-- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
SGL-3
Outlook:
-- Outlook, Changed To Negative From Stable
RATINGS RATIONALE
"Brink's plans for ongoing debt-financed acquisitions could lead to
higher financial leverage and diminished free cash flow if recent
revenue growth increases and profit margin expansion stalls," said
Edmond DeForest, Moody's Vice President and Senior Credit Officer.
The Ba1 CFR reflects Brink's market leadership across a number of
security related services, its geographic diversification and
Moody's expectations for debt to EBITDA of around 3 times. In 2017,
Brink's operating performance showed substantial improvements.
Moody's anticipation of 5% to 7% organic revenue growth in 2018 and
expanding EBITA margins provide support despite pressure from a
modest free cash flow profile and the company's sharp increase in
debt-financed acquisition activity.
EBITA margins are expected to expand to 9% to 10% in 2017 and 11%
by 2018, up substantially from about 6.6% in 2016 and around 5.7%
in 2015, driven by ongoing expense management initiatives and lower
operating costs enabled by efficiency-oriented investments,
including single-driver vehicles, and new, higher margin service
lines. However, expenses associated with anticipated debt-financed
acquisitions, including transaction fees and integration costs,
will pressure and limit free cash flow. Elevated capital
expenditures in growth and efficiency investments will also reduce
free cash flow. Revenue growth could be limited by volume and
pricing pressure and currency translation impacts. Additional
factors pressuring volumes and profitability include the growth of
non-cash payment methods, volatile retail expenditures and diamond
and jewelry shipments, structural cost issues (pensions) and
pricing pressure given a challenging banking industry environment.
International operations account for the vast majority of revenues
and profitability but a preponderance of the company's debt is
denominated in US dollars.
All financial metrics cited reflect Moody's standard analytical
adjustments.
The upgrade of the Speculative Grade Liquidity rating to SGL-2 from
SGL-3 reflects Brink's good overall liquidity, notably from over
$500 million of cash expected pro forma for the announced senior
notes offering and the fully available $1 billion revolver, despite
Moody's expectations for only modest free cash flow and the loss of
financial flexibility from granting a security interest in the
assets of the company to the senior secured lenders.
The Ba2 rating on the proposed senior unsecured notes reflects the
Ba1-PD PDR and a LGD assessment of LGD5. The senior notes are
guaranteed by substantially all of the domestic subsidiaries of the
company. The loss given default assessment reflects effective
subordination to all the secured debt.
The negative outlook reflects Moody's concern that if revenue
growth or profitability rate expansion stalls, the company's
financial leverage would remain elevated and free cash flow would
remain weak. The ratings outlook could be revised to stable from
negative if Moody's anticipates ongoing growth in free cash flow
and predictable, balanced financial policies.
Given the negative ratings outlook, a ratings upgrade is not likely
in the near term. That said, an extended improvement in financial
performance through consistent revenue and earnings growth and
material free cash flow generation adequate to fund growth
investments could lead to an upgrade. Higher ratings are possible
if Moody's anticipates Brink's will sustain: 1) debt to EBITDA
below 2.5 times; 2) EBITA to interest expense above 4 times; 3)
free cash flow to debt exceeding 10%; and 4) balanced financial
policies.
A downgrade of the ratings is possible if Moody's anticipates: 1)
debt to EBITDA sustained above 3.5 times; 2) declines in EBITA
margins; 3) weakness in free cash flow before growth capital
expenditures; or 4) more aggressive financial policies, including
the use of debt proceeds to increase shareholder returns.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Brink's provides security-related services on a global basis.
Services include cash-in-transit, secure transportation of
valuables, ATM servicing, payment services, guarding and related
logistics. Moody's anticipates revenue of approaching $3.5 billion
in 2018.
BROOKWOOD ACADEMY: Has Final Nod to Use US Bank's Cash Collateral
-----------------------------------------------------------------
The Hon. Charles M. Caldwell of the U.S. Bankruptcy Court for the
Southern District of Ohio has entered a final order granting
Brookwood Academy, Inc., permission to use cash collateral of the
U.S. Bank National Association.
The Debtor has represented that its intended result in this
proceeding is to restructure its financial affairs, maximize the
value of its assets, and to provide a substantive and procedural
mechanism for the realization of that value for the benefit of all
parties in interest. The Debtor contends that if it is to have any
possibility of successfully achieving its intended results in this
proceeding, it must continue its day-to-day operations, keeping its
management and employees on board and continuing to the extent
possible "business as usual." For these purposes, Debtor has
indicated an immediate need to use its present and future cash
collateral to meet its payroll, pay its taxes, pay its utilities,
purchase necessary supplies and services, replace its inventory,
and perform other necessary functions in the regular course of its
business.
The Debtor has represented that the immediate use of cash
collateral is necessary to continue its operations in the ordinary
course of business, and that it has demonstrated that the interests
of U.S. Bank, if any, in cash collateral, can be adequately
protected during the limited period of use as permitted.
Additionally, the Court finds that an immediate need exists for
Debtor to use its cash collateral to assure the orderly
administration of its estate and that without funds the Debtor's
estate will be irreparably harmed.
Cash collateral will be permitted to be used by or on behalf of the
Debtor during the pendency of the final court order only on these
terms and conditions:
a. the Debtor will maintain its bank accounts at a federally
insured depository institution;
b. the Debtor will, upon receipt of cash collateral generated
after the Petition Date, take or cause to be taken any and
all action necessary to cause all of the cash collateral
to be immediately deposited into a debtor in possession
account;
c. subject to all other terms and conditions specified, all
bills, invoices and statements for necessary expenses
incurred in connection with the operation of the Debtor's
business will be paid when due from the funds deposited or
to be deposited in any debtor in possession account. For
purposes of the final court order, the necessary operating
expenses of Debtor are defined as those expenditures made
to meet its payroll, pay its taxes, make lease payments
related to its operations, purchase necessary supplies and
service, and perform other necessary functions in the
regular course of its business, all as more fully
identified in the budget;
d. the Debtor will, for each month during the pendency of
this proceeding, file with the Court financial reports as
may be required by the Office of the U.S. Trustee at the
time required under the rules of the Office of the U. S.
Trustee (i.e., by the 20th day of the following month) to
the extent of the value of cash collateral subject to any
respective established valid and subsisting interests of
U.S. Bank:
a. the liens, if any, of U.S. Bank in cash collateral are
continued and re-granted and U.S. Bank will not be
required to take any other action to perfect the
lien(s) re-granted to it hereunder; and
b. U.S. Bank, as its interest may appear, is granted liens
and security interests in the Debtor's accounts
receivable, general intangibles and other revenues
generated by the operation of the Debtor's business
subsequent to the Petition Date, the proceeds thereof,
and all collections thereof, to secure any reduction in
the value of the cash collateral subject to any
respective established valid and subsisting interest of
U.S. Bank at the Petition Date, in the same priority in
the assets comprising cash collateral as the interest
may have existed on the Petition Date.
The liens granted will relate back to the Petition Date, and will
attach to any and all cash collateral of the Debtor, whether
generated prior to the Petition Date or thereafter, deposited or to
be deposited in a debtor in possession account.
In addition to the re-granting of liens in favor of U.S. Bank, the
Debtor will make interest-only payments to U.S. Bank as an
additional form of adequate protection, consistent with the
budget.
A copy of the Final Order is available at:
http://bankrupt.com/misc/ohsb17-55517-33.pdf
About Brookwood Academy Inc.
Brookwood Academy Inc. is an Ohio 501(C)(3) non-profit corporation
doing business in Central Ohio. Brookwood Academy is a public
charter school that opened its doors for the 2012-2013 school year.
The focus of Brookwood Academy is to service students in grades 4
through 12 who have emotional and/or behavioral issues that
adversely affect their educational performance.
Brookwood Academy filed a voluntary petition for relief under
Chapter 11 (Bankr. S.D. Ohio Case No. 17-55517) on Aug. 28, 2017.
Judge Charles M. Caldwell presides over the case. At the time of
filing, the Debtor estimated $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities. Richard K. Stovall, Esq.,
at Allen Kuehnle Stovall & Neuman LLP, is the Debtor's bankruptcy
counsel.
CAESARS ENTERTAINMENT: Gaming Authorities Okay CEOC Restructuring
-----------------------------------------------------------------
Caesars Entertainment Corporation and Caesars Entertainment
Operating Company, Inc. ("CEOC") on Sept. 27 disclosed that the
Louisiana Gaming Control Board and the Missouri Gaming Commission
have granted the necessary licenses and regulatory approvals
required for the reorganization of CEOC. With the additions of
Louisiana and Missouri, the companies have now received approvals
from all necessary gaming authorities for CEOC's restructuring and
for the merger of Caesars Acquisition Company ("CAC") into Caesars
Entertainment Corporation (the "Merger"), including Illinois,
Indiana, Iowa, Maryland, Mississippi, Nevada, New Jersey and
Pennsylvania.
Stockholders of Caesars Entertainment and Caesars Acquisition have
also approved the previously announced Merger of both companies, as
well as a number of other matters related to the restructuring of
CEOC and its emergence from bankruptcy.
The Merger of Caesars Entertainment Corporation and Caesars
Acquisition is subject to customary closing conditions, including
the completion of CEOC's restructuring. CEOC's restructuring is
subject to the completion of the Merger, certain financing
activities and real estate transactions, various internal and third
party transfers and other customary closing conditions. Caesars
Entertainment currently anticipates completing the Merger and
CEOC's restructuring in the first week of October.
About Caesars Entertainment Corporation
Caesars Entertainment -- http://www.caesars.com-- is the world's
most diversified casino-entertainment provider and the most
geographically diverse U.S. casino-entertainment company. Caesars
Entertainment is mainly comprised of the following three entities:
the majority owned operating subsidiary CEOC, wholly owned CERP and
Caesars Growth Properties, LLC, ("CGP LLC"), in which we hold a
variable economic interest. Since its beginning in Reno, Nevada,
79 years ago, CEC has grown through development of new resorts,
expansions and acquisitions and its portfolio of subsidiaries now
operate 47 casinos in 13 U.S. states and five countries. Caesars
Entertainment's resorts operate primarily under the Caesars(R),
Harrah's(R) and Horseshoe(R) brand names. Caesars Entertainment's
portfolio also includes the London Clubs International family of
casinos. Caesars Entertainment is focused on building loyalty and
value with its guests through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership. Caesars Entertainment is
committed to environmental sustainability and energy conservation
and recognizes the importance of being a responsible steward of the
environment.
About Caesars Acquisition Company
Caesars Acquisition Company ("CAC")
--http:/wwww.caesarsacquisitioncompany.com -- was formed to make an
equity investment in CGP LLC, a joint venture between CAC and
Caesars Entertainment, the world's most diversified casino
entertainment provider and the most geographically diverse U.S.
casino-entertainment company. CAC is CGP LLC's managing member and
sole holder of all of its outstanding voting units.
About Caesars Entertainment
Las Vegas, Nevada-based Caesars Entertainment Corp. (NASDAQ:CZR) --
http://www.caesars.com/-- is one of the world's largest casino
companies. Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas. Harrah's
announced its re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented By
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
The examiner retained Winston & Strawn LLP, as his counsel; Alvarez
& Marsal Global Forensic and Dispute Services, LLC, as financial
advisor; and Luskin, Stern & Eisler LLP, as special conflicts
counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.
CAESARS ENTERTAINMENT: Obtains Approvals for CEOC Restructuring
---------------------------------------------------------------
Caesars Entertainment Corporation ("Caesars Entertainment" or the
"Company") on Oct. 2 provided additional information regarding the
completion of the previously announced merger ("Merger") with
Caesars Acquisition Company ("CAC") and conclusion of the
restructuring of its subsidiary, Caesars Entertainment Operating
Company, Inc. ("CEOC").
Caesars Entertainment has now received approvals from all necessary
gaming authorities related to the restructuring of CEOC and its
emergence from bankruptcy, as well as approval of the stockholders
of both the Company and CAC for the Merger. Caesars Entertainment
and CEOC continue to work toward finalizing certain financing
activities and other transactions related to CEOC's restructuring,
and they anticipate being in position to complete the Merger and
restructuring of CEOC by Friday, October 6, 2017.
The merger of Caesars Entertainment and CAC is subject to customary
closing conditions, including the completion of CEOC's
restructuring. CEOC's restructuring is also subject to the
completion of the merger, certain financing and real estate
transactions, various internal and third party transfers and other
customary closing conditions.
About Caesars Entertainment Corporation
Caesars Entertainment -- http://www.caesars.com-- is the world's
most diversified casino-entertainment provider and the most
geographically diverse U.S. casino-entertainment company. Caesars
Entertainment is mainly comprised of the following three entities:
the majority owned operating subsidiary CEOC, wholly owned CERP and
Caesars Growth Properties, LLC, ("CGP LLC"), in which we hold a
variable economic interest. Since its beginning in Reno, Nevada, 79
years ago, CEC has grown through development of new resorts,
expansions and acquisitions and its portfolio of subsidiaries now
operate 47 casinos in 13 U.S. states and five countries. Caesars
Entertainment's resorts operate primarily under the Caesars(R),
Harrah's(R) and Horseshoe(R) brand names. Caesars Entertainment's
portfolio also includes the London Clubs International family of
casinos. Caesars Entertainment is focused on building loyalty and
value with its guests through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership. Caesars Entertainment is
committed to environmental sustainability and energy conservation
and recognizes the importance of being a responsible steward of the
environment.
About Caesars Acquisition Company
Caesars Acquisition Company ("CAC")
--http:/wwww.caesarsacquisitioncompany.com -- was formed to make an
equity investment in CGP LLC, a joint venture between CAC and
Caesars Entertainment, the world's most diversified casino
entertainment provider and the most geographically diverse U.S.
casino-entertainment company. CAC is CGP LLC's managing member and
sole holder of all of its outstanding voting units.
About Caesars Entertainment
Las Vegas, Nevada-based Caesars Entertainment Corp. (NASDAQ:CZR) --
http://www.caesars.com/-- is one of the world's largest casino
companies. Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas. Harrah's
announced its re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented By
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
The examiner retained Winston & Strawn LLP, as his counsel; Alvarez
& Marsal Global Forensic and Dispute Services, LLC, as financial
advisor; and Luskin, Stern & Eisler LLP, as special conflicts
counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.
CAESARS ENTERTAINMENT: Unveils Results of PropCo Equity Election
----------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and its Chapter 11
debtor subsidiaries on Sept. 28, 2017, announced the preliminary
results of the PropCo Equity Election as described in CEOC's Third
Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code. The PropCo Equity Election was oversubscribed,
with over $2 billion of debt committing to convert into equity,
subject to the maximum of $1.25 billion.
CEOC's restructuring is subject to the completion of the merger of
Caesars Acquisition Company ("CAC") into Caesars Entertainment
Corporation, certain financing activities and lease documentation
and other customary closing conditions.
A summary of the the preliminary results of the elections is
available at https://is.gd/i1oRlv
About Caesars Acquisition Company
Caesars Acquisition Company ("CAC") --
http:/wwww.caesarsacquisitioncompany.com/ -- was formed to make an
equity investment in CGP LLC, a joint venture between CAC and
Caesars Entertainment, the world's most diversified casino
entertainment provider and the most geographically diverse U.S.
casino-entertainment company. CAC is CGP LLC's managing member and
sole holder of all of its outstanding voting units.
About Caesars Entertainment
Las Vegas, Nevada-based Caesars Entertainment Corp. (NASDAQ:CZR) --
http://www.caesars.com/-- is one of the world's largest casino
companies. Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas. Harrah's
announced its re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented By
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
The examiner retained Winston & Strawn LLP, as his counsel; Alvarez
& Marsal Global Forensic and Dispute Services, LLC, as financial
advisor; and Luskin, Stern & Eisler LLP, as special conflicts
counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.
CAREFOCUS CORP: Has Court's Okay to Use Cash Collateral
-------------------------------------------------------
The Hon. William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota to use cash collateral to use the cash
collateral of the Internal Revenue Service.
As reported by the Troubled Company Reporter on Sept. 4, 2017, the
Debtor sought court permission to use cash collateral. A final
hearing was set for Sept. 19, 2017.
The Debtor, the United States of America, and the IRS have entered
into a Stipulation Regarding the Debtor's use of cash collateral.
For purposes of adequate protection, the Debtor agrees to pay to
the IRS a minimum of $1,046.15 on or before the last day of each
month in which this Stipulation is in effect, starting September
2017, which payment will be set off against the secured portion of
the Debtor's obligation to the IRS.
In addition, the Debtor is authorized to grant the IRS a
replacement lien in the Debtor's post-petition assets, including
without limitation cash and cash equivalents, equipment, contract
rights, general intangibles and all other post-petition property of
the Debtor, together with the proceeds and products thereof except
that this replacement lien will exclude any causes of action
arising out of this bankruptcy filing, including all Chapter 5
actions. The replacement lien will be of the same priority,
dignity and effect as the IRS' prepetition liens. This lien and
security agreement will be in addition to the liens that the IRS
had in the assets and property of the Debtor as of the petition
date, which liens extend to and encumber the proceeds and products
of the property of the Debtor in existence at the time the
bankruptcy petition was filed.
A copy of the Order is available at:
http://bankrupt.com/misc/mnb17-32654-35.pdf
About CareFocus
CareFocus Corporation filed a Chapter 11 bankruptcy petition
(Bankr. D.Minn. Case No. 17-32654) on Aug. 18, 2017. Steven B.
Nosek, Esq., at Steven B. Nosek, PA, serves as its bankruptcy
counsel. The Debtor estimated assets and liabilities below $1
million.
CARETRUST REIT: Moody's Hikes CFR to Ba3; Outlook Remains Positive
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
CareTrust REIT, Inc. to Ba3 from B1 and the senior unsecured rating
of its subsidiary, CTR Partnership, L.P., to Ba3 from B1. The
ratings upgrade is primarily driven by the REIT's improved credit
and operating metrics, achieved through a combination of strategic
investments and a debt refinancing executed earlier this year. The
ratings outlook remains positive reflecting Moody's expectation
that the REIT will continue to profitably grow and improve tenant
concentration while maintaining strong credit metrics.
The following ratings were upgraded:
Issuer: CareTrust REIT, Inc.
Corporate family rating to Ba3 from B1
Issuer: CTR Partnership, L.P.
Senior unsecured rating to Ba3 from B1
RATINGS RATIONALE
CareTrust has experienced solid growth through small, targeted
acquisitions of skilled nursing facilities since its spin-off from
The Ensign Group ("Ensign") in 2014. Since that time, CareTrust has
been able to lower its concentration with Ensign to 49.4% as of
Q217, from 69.6% at YE 2015. Moody's expects CareTrust to be an
active acquirer over the next 18-24 months, likely with new tenant
relationships that will further reduce its exposure to Ensign. Net
debt/EBITDA was unusually low at 3.4x as of Q217, but will increase
with subsequent or pending acquisitions. Moody's expects the REIT
to operate within the lower end of its target leverage range of
4-5x which implies a mixture of debt and equity financing for
future acquisitions.
The Ba3 rating is further supported by solid liquidity, with a $400
million revolving credit facility that is used primarily as bridge
financing for acquisitions. The only other debt in the company's
capital structure is a $300 million bond issued in June 2017 and
due in 2025, which was used to redeem its inaugural bond issued in
2014. This transaction not only extended the maturity by an
additional four years but also improved pricing by 625 basis
points, which in turn will result in significant interest expense
savings. Moody's expects fixed charge coverage to be maintained
above 4x going forward.
Areas of concern include the skilled nursing sector's high
dependency on reimbursements from Medicaid and Medicare, which can
be volatile, as well as operators' ability to adapt to the general
industry shift to value-based payment systems. Positively Moody's
note that CareTrust's rent coverage has remained strong at 1.66x
for the trailing twelve month period ended March 31, 2017.
Moody's indicated that a rating upgrade would likely reflect
growing its gross asset base closer to $2 billion while reducing
its tenant concentration such that no single tenant represents more
than 35% of revenues and stable rent coverage trends. Fixed charge
coverage above 4.0x and maintaining leverage within its target of
4-5x on a consistent basis would also be needed for an upgrade.
Negative rating pressure would likely result should the REIT
experience sustained deterioration in property coverage ratios,
fixed charge coverage below 3x, or material increases in secured
debt, which could create subordination and pressure on the senior
unsecured debt rating.
CareTrust REIT, Inc. specializes in the ownership and management of
triple-net leased senior housing facilities in the western U.S. As
of 2Q17, CareTrust's portfolio consisted 161 real estate properties
located in 22 states. The company's gross asset value as of 2Q17
was $1.2 billion.
The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.
CENTURYLINK INC: Bank Debt Trades at 3% Off
-------------------------------------------
Participations in a syndicated loan under CenturyLink Inc is a
borrower traded in the secondary market at 97.23
cents-on-the-dollar during the week ended Friday, September 22,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.43 percentage points from
the previous week. CenturyLink Inc pays 275 basis points above
LIBOR to borrow under the $6.0 billion facility. The bank loan
matures on Jan. 18, 2025 and carries Moody's Ba3 rating and
Standard & Poor's BBB- rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended September
22.
CHARLES BRELAND: Trustee's Sale of Baldwin Property for $138K OK'd
------------------------------------------------------------------
Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the
Southern District of Alabama, authorized A. Richard Maples, Jr.,
Chapter 11 Trustee for Charles R. Breland, Jr., to sell Osprey
Kommerzielle, LLC's interest, title, and interest in and to the
real property located in Section 21, Township 6 South, Range 2
East, Baldwin County, Alabama, described as Lot 5, Southside
Business Park, Baldwin County, Alabama, to Medical Park Land, LLC
for $138,000.
The sale is free and clear of all liens, claims, encumbrances, and
interests.
The gross proceeds of said sale will be paid to the Trustee, and
the Trustee will transfer by wire or check to the closing agent the
amount necessary for payment of all settlement charges and costs as
provided in the purchase agreement including, but not limited to
the title policy, real estate commission, termite inspection,
proration of ad valorem taxes and documentation fee, the exact
amount be provided to the Trustee by the closing agent.
The 14-day stay of an order authorizing sale provided for in Rule
6004(g) of the Federal Rules of Bankruptcy Procedure is waived.
Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D.
Ala. Case No. 16-02272) on July 8, 2016. The Debtor tapped Robert
M. Galloway, Esq., at Galloway Wettermark Everest Rutens, as
counsel. A. Richard Maples was appointed as the Chapter 11 Trustee
for the Debtor.
CHARLES BRELAND: Trustee's Sale of Personal Property for $9.8K OK'd
-------------------------------------------------------------------
Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the
Southern District of Alabama, authorized A. Richard Maples, Jr.,
Chapter 11 Trustee for Charles R. Breland, Jr., to sell furniture
and furnishings to Southland Gulf, LLC, for $9,800.
The sale is free and clear of all liens, claims, encumbrances, and
interests.
The 14-day stay of an order authorizing sale provided for in Rule
6004(g) of the Federal Rules of Bankruptcy Procedure is waived, and
the Trustee is authorized to conclude the sale to the Buyer or its
assigns, without further delay.
Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D.
Ala. Case No. 16-02272) on July 8, 2016. The Debtor tapped Robert
M. Galloway, Esq., at Galloway Wettermark Everest Rutens, as
counsel.
On May 4, 2017, the Court entered an order appointing A. Richard
Maples as the Chapter 11 Trustee for the Debtor. The Trustee
selected his own firm as counsel and can be reached at:
A. Richard Maples, Jr.
MAPLES & FONTENOT, LLP
P.O. BOX 1281
Mobile, Alabama 36633
Tel: (251) 445-2082
E-mail: armaples@maplesfontenot.com
CLASSICAL DEVELOPMENT: Disclosures OK'd; Plan Hearing on Oct. 11
----------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas has amended its order approving
Classical Development, Ltd.'s disclosure statement dated May 25,
2017, referring to the Debtor's plan of reorganization dated May
25, 2017.
A hearing to consider the confirmation of the Plan will be held on
Oct. 11, 2017, at 11:00 a.m.
Objections to the plan confirmation must be filed by Oct. 6, 2017.
Written Acceptances or rejections of the Plan must be filed by Oct.
6, 2017.
As reported by the Troubled Company Reporter on Sept. 6, 2017, the
Court on Aug. 21 approved the Debtor's Disclosure Statement,
allowing it to start soliciting votes from creditors. The Court
was set to hold a hearing on Sept. 18 to consider approval of the
Plan, which proposes to pay creditors in full from the sale of the
Debtor's two-storey building located at 1240 Clear Lake City
Boulevard, in Houston, Texas.
About Classical Development Ltd.
Classical Development, Ltd., was formed in 2002 to operate the real
property with improvements located at 1240 Clear Lake City
Boulevard, Houston, Texas. The building was originally built in
2000 by Fred Forshey.
In 2002, Mr. Forshey formed Forshey Piano Company as a Texas
Corporation to operate his piano business. He then formed Music
Management, LLC, which is the general partner of Classical
Development. Classical Development has operated as the landlord to
Forshey Piano Company.
Classical Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31113) on Feb. 27,
2017. The petition was signed by Mr. Forshey, president of Music
Management. At the time of the filing, the Debtor disclosed $3.25
million in assets and $1.43 million in liabilities.
Judge Karen K. Brown presides over the case. Cooper & Scully, PC,
represents the Debtor as bankruptcy counsel.
On May 25, 2017, the Debtor filed a Chapter 11 plan and disclosure
statement.
CMS PRIMARY HOME: Unsecureds to Recoup 100% in 7 Years
------------------------------------------------------
CMS Primary Home Care, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas a combined small business
disclosure statement dated Sept. 18, 2017, referring to the
Debtor's Chapter 11 plan of reorganization.
The Debtor intends to pay all allowed claims within 84 months.
However, the Debtor reserves the right to pay earlier without any
penalty or fee.
Class 9 Unsecured Non-Priority Claims -- totaling $35,367.09 -- are
impaired by the Plan. The Debtor will pay these unsecured
creditors 100% by remitting monthly payments of $421.04 for 84
months with the payment to be distributed pro-rata.
The Debtor's projected average monthly net income, is $18,287.
This monthly income is sufficient to pay the projected Plan Payment
of $8,959.32.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-70191-61.pdf
About CMS Primary Home Care
CMS Primary Home Care, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 17-70191) on May 22, 2017, and
represented by Marcos Demetrio Oliva, Esq., at Marcos D. Oliva,
PC.
Located in McAllen, Texas, CMS Primary Home Care previously sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 13-70582) on Nov.
4, 2013. The Debtor was represented by Ellen C. Stone, Esq., of
The Stone Law Firm, P.C. in the 2013 case. The Debtor listed under
$1 million in both assets and liabilities in the 2013 petition.
COEUR MINING: S&P Affirms 'BB-' CCR & Unsec. Debt Ratings
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Coeur Mining Inc. The outlook is stable.
On Sept. 11, 2017, Chicago-based Coeur Mining announced the entry
into an agreement for the acquisition of JDS Silver Holdings Ltd,
which owns the Silvertip Mine in British Columbia, Canada. As a
result of the acquisition, the company is obtaining a four-year,
$200 million revolving credit facility, under which $100 million is
expected to be drawn down.
S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on Coeur's senior unsecured notes due 2024. The recovery
rating on the notes is '3'. The '3' recovery rating indicates our
expectation of meaningful (50%-70%; rounded estimate: 55) recovery
in the event of a payment default. We also assigned our 'BB+'
issue-level rating on the company's senior secured revolving credit
facility. The recovery rating on the revolver is '1'. The '1'
recovery rating indicates our expectation of very high (90%-100%;
rounded estimate: 95) recovery in the event of a payment default.
"Based on our forecast, we expect Coeur Mining's increased
production and stable cash costs to maintain leverage below 2x
throughout 2018. We expect total production in silver equivalent
terms to increase by almost 17% year-over-year in 2017, and by
approximately 20% in 2018. At the same time, we expect cash costs
to modestly increase about 1.5% in 2017 and fall by about 4% in
2018, mainly due to cost reductions in the Palmarejo and Rochester
mines, and also by the acquisition of the low-cost production
silver mine from JDS Silver Holdings Ltd.
"The stable outlook reflects our view that Coeur Mining will meet
its production and cost targets and generate EBITDA such that
leverage remains relatively low, with adjusted debt to EBITDA in
the 1.5x to 3x range over the next 12 months and FFO to debt in the
40% to 50% range.
"We could consider lowering the rating if the company's credit
measures were to weaken as a result of deterioration in operating
performance during the next 12 months, specifically, if debt to
EBITDA was sustained above 3x. This could be an indicator of
operational inefficiencies such as increasing costs or production
issues, absent debt-financed acquisitions. For that to happen, the
gold price would have to fall to below $1,060 in 2018, from our
estimated price of $1,250.
"We could raise the rating in the longer term if Coeur increased
its operating diversity and production volumes while preserving its
profitability and leverage at the current level."
CORNERSTONE APPAREL: Exclusive Plan Filing Extended to Dec. 12
--------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California has extended Cornerstone Apparel,
Inc.'s exclusivity periods to file and solicit acceptances of a
Chapter 11 plan until Dec. 12, 2017, and Feb. 10, 2018,
respectively.
As reported by the Troubled Company Reporter on Sept. 19, 2017, the
Debtor informed the Court that a deal has been reached with the
Official Committee of Unsecured Creditors regarding the Committee's
opposition to the Debtor's extension request. The Debtor have
sought a 90-day extension of the plan filing and solicitation
exclusivity deadlines.
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. SierraConstellation Partners, LLC serves as
its financial advisor.
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 CANCER CARE: Gets Approval of Plan to Exit Bankruptcy
---------------------------------------------------------------
A U.S. bankruptcy judge approved the plan proposed by Creekside
Cancer Care, LLC, to exit Chapter 11 protection.
Judge Michael Romero of the U.S. Bankruptcy Court for the District
of Colorado gave the thumbs-up to the restructuring plan after
finding that it satisfied the requirements for confirmation under
section 1129 of the Bankruptcy Code.
A copy of the order is available for free at:
http://bankrupt.com/misc/cob16-21943-309.pdf
About Creekside Cancer Care
Creekside Cancer Care, LLC is a cancer care and treatment center
based in Lafayette, Colorado. The Debtor provides a range of
non-invasive radiation therapy treatment options to its patients.
The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No.
16-21943) on Dec. 9, 2016. The petition was signed by Charles
Kelley Simpson, sole member. The Debtor estimated assets and
liabilities at $1 million to $10 million.
The Debtor is represented by Steven E. Abelman, Esq., Samuel M.
Kidder, Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt
Farber Schreck, LLP.
CROSIER FATHERS: Dec. 15 Proof of Claim Filing Deadline
-------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota entered an order (i) establishing deadlines
for Crosier Fathers and Brothers Province, Inc., Crosier Fathers of
Onamia, and The Crosier Community of Phoenix to file proofs of
claim; (ii) approving their proof of claim forms; (iii) approving
their form and manner of notice, and approving their
confidentiality procedures.
The last day to timely file a proof of claim in the case is set as
Dec. 15, 2017. This deadline applies to all persons, including
Tort Claimants, entities, and governmental units.
The Clerk of Court will maintain a copy of each Tort Claim Form in
electronic form in accordance with the confidentiality procedures
outlined below. The Clerk of Court will assign each Tort Claim
Form a number and will list that number on the public docket
without a link to the Tort Claim Form and without the name of the
claimant. All original Tort Claim Forms will be turned over to the
attorneys for the Debtors at regular intervals.
The Tort Claim Forms will be submitted pursuant to these
confidentiality procedures:
a. The Tort Claimants will mail or deliver the original of a
Tort Claim Form to the Office of the Clerk of Court, Attention:
Grace, United States Bankruptcy Court District of Minnesota, 301
U.S. Courthouse, 300 South Fourth Street, Minneapolis, MN 55415.
b. The Tort Claim Forms maintained by the Clerk of Court will
not be available for viewing or copying unless otherwise ordered by
the Court.
c. The Tort Claim Forms submitted by the Tort Claimants will
be held and treated as confidential by the Debtors, their counsel,
and the permitted parties, subject to each party executing and
returning to the Debtors' counsel a confidentiality agreement, and
to such other persons as the Court determines.
d. Permitted parties include: (i) counsel for the Debtors;
(ii) officers and employees of the Debtors who are necessary to
assist the debtors and their counsel address issues with respect to
the Tort Claims; (iii) counsel for the committee of unsecured
creditors; (iv) insurance companies or their successors, that
issued or allegedly issued policies to the debtors and their
reinsurers and attorneys; (v) Judge Michael R. Hogan, the unknown
claims representative in these cases; (vi) any mediator, special
arbitrator or claims reviewer appointed by the Court to review and
resolve the Tort Claims; (vii) any trustee appointed to administer
payments to Tort Claimants; (viii) authorized representatives of a
department of corrections with respect to a Tort Claim by a Tort
Claimant who is incarcerated; (ix) members of the committee of
unsecured creditors and their personal counsel; (x) law enforcement
in the city or county where the Tort Claim arose; (xi) auditors of
the United States Conference of Catholic Bishops charged with
preparing annual audits of compliance with the Charter for the
Protection of Children and Young People; and (xii) such other
persons as the Court determines should have the information in
order to evaluate Tort Claims only upon a motion by the Debtors or
the committee of unsecured creditors.
In addition to the foregoing, the counsel for the Debtors and the
committee of unsecured creditors are authorized to provide copies
of an individual claimant's Tort Claim Form and any other documents
filed in connection with the individual claimant's Tort Claim Form
to counsel representing such individual claimant.
Access to the Tort Claim Form extends only to the individual who
executes the confidentiality agreement. A separate confidential
agreement must be signed by each individual who seeks access to the
records on behalf of a permitted party.
As soon as reasonably practicable after the entry of the Order, the
Clerk of the Court will give notice upon all Notice Parties.
As soon as reasonably practicable, but in any event not later than
five business days after the entry of the Order, the Debtors will
serve the Notice of the Time for Timely Filing Proofs of Claim
Relating to, or Arising From, Sexual Abuse and the Tort Claim Form
on the United States Trustee, and on all persons on the
confidential master mailing list.
The Publication Notice and the Notice of the Time for Timely Filing
Proofs of Claim Relating to, or Arising From, Sexual Abuse will
include a reference to the Court's website (www.mnb.uscourts.gov)
where all claim forms will be made available.
The Debtors will also provide notice of the Proof of Claim Deadline
established in the Order by causing a copy of the Publication
Notice to be published as follows:
a. Publication four times in each of the publications, with the
first publication to occur within 30 days of the service of the
claim filing deadline packages, the second to occur 30 days after
the first notice, the third to occur approximately 30 days after
the second notice, and the fourth to occur approximately 30 days
after the third notice: (i) USA Today; (ii) National Catholic
Reporter and National Catholic Register; and (iii) local
publications.
b. The Debtors will also send the Posted Notice with a copy of
the Order and a letter requesting posting to certain dioceses,
parishes, schools, or missions, and other locations where Crosiers
who are known abusers have served.
c. The Debtors will provide further notice by requesting that
the Press Release be published as a public service announcement in
other publications and media outlets, including but not limited to
The Associated Press of Minnesota, The Associated Press of Arizona,
and Minnesota Public Radio.
The Debtors will provide further notice of the Proof of Claim
Deadline by taking these measures:
a. Within five business days of the entry of the Order
approving the motion, the Debtors will post the component parts of
the Tort Claim Filing Package and the Other Claims Filing Package
on its public website: www.crosier.org.
b. Within five (5) business days of the entry of the Order
approving the motion, they will provide a copy of the Posted Notice
and the component parts of the Tort Claim Filing Package to the
Survivors Network of Those Abused by Priests and request that it
post the same on its website: www.snapnetwork.org.
c. Within five business days of the entry of the Order
approving the motion, they will provide a copy of the Posted Notice
and the component parts of the Tort Claim Filing Package to Jeff
Anderson & Associates P.A. and counsel for the committee, and
request that they post the same on their website:
http://www.andersonadvocates.com/
d. The Debtors will coordinate with counsel for the committee
to provide a number, which will be provided on the Proof of Claim
Deadline Notice, which will be available for individuals to call to
ask questions and request copies of the Tort Claim Filing Package.
Additionally, the Clerk of Court will post the Tort Claim Form, the
Notice of the Time for Timely Filing Proofs of Claim Relating to,
or Arising From, Sexual Abuse, and the Publication Notice on the
website of the U.S. Bankruptcy Court for the District of Minnesota
by adding a link on the Court's home page
(http://www.mnb.uscourts.gov/)to provide easy access of the filing
deadline information.
If the Debtors amend their bankruptcy schedules and the amendment
reduces the liquidated amount of a scheduled claim, or reclassify a
claim scheduled as undisputed, liquidated, and non-contingent to a
disputed, unliquidated, and/or contingent claim, then each claimant
affected by such amendment will be permitted to file the Tort Claim
Form or Non-Tort Claims Form relating to such claim on or before
the later of: (i) the Proof of Claim Deadline; or, (ii) 30 days
after the mailing of notice of such amendment to such claimant with
a copy of the appropriate Proof of Claim Deadline Notice, but only
to the extent such claim does not exceed the amount scheduled for
such claim prior to such amendment. This extended proof of claim
deadline will not apply if an amendment to the schedules increases
the claim deemed filed under 11 U.S.C. Section 1111(a) or if the
creditor previously filed a Tort Claim Form or Non-Tort Claims Form
on or before the Proof of Claim Deadline.
A copy of the Tort Claim Form, the Non-Tort Claims Form, the Proof
of Claim Deadline Notice(s), the Posted Notice, the Publication
Notice, and the Press Release attached to the Order is available
for free at:
http://bankrupt.com/misc/Crosier_Fathers_77_Order.pdf
About Crosier Fathers and
Brothers Province Inc.
Crosier Fathers and Brothers Province, Inc. --
https://www.crosier.org/ -- is a Minnesota non-profit corporation
that is the civil counterpart of the religious entity known as the
Canons Regular of the Order of the Holy Cross Province of St.
Odilia.
Crosier, Crosier Fathers of Onamia and The Crosier Community of
Phoenix sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Minn. Case No. 17-41681 to 17-41683) on June 1, 2017.
The Rev. Thomas Enneking, president, signed the petitions.
Crosier Fathers and Brothers estimated less than $1 million in
assets and less than $500,000 in liabilities. Crosier Fathers of
Onamia and The Crosier Community of Phoenix each estimated under
$10 million in assets. Crosier Fathers of Onamia estimated under
$10 million in liabilities, while The Crosier Community of Phoenix
estimated under $500,000 in debt.
Judge Robert J Kressel presides over the cases.
The Debtors have hired Quarles & Brady LLP as lead counsel and
Larkin Hoffman as local counsel. JND Corporate Restructuring has
been retained as claims and noticing agent.
The Debtors also have hired Keegan, Linscott and Kenon, P.C., as
accountant; Gaskins Bennett Birrell Schupp LLP as special insurance
counsel; Larson King LLP as special litigation counsel in civil
actions filed before the petition date; and Larkin Hoffman Daly &
Lindgren Ltd., as local counsel.
On June 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Stinson Leonard Street LLP as its bankruptcy counsel.
CROSIER FATHERS: Has Until Dec. 31 to Exclusively File Plan
-----------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota has extended, at the behest of Crosier
Fathers and Brothers province, Inc., Crosier Fathers of Onamia and
The Crosier Community of Phoenix, the time within which the Debtors
have the exclusive right to file a plan is extended through Dec.
31, 2017, and the time within which the Debtors have the exclusive
right to obtain acceptances of a plan is extended through March 1,
2018.
About Crosier Fathers and
Brothers Province Inc.
Crosier Fathers and Brothers Province, Inc. --
https://www.crosier.org/ -- is a Minnesota non-profit corporation
that is the civil counterpart of the religious entity known as the
Canons Regular of the Order of the Holy Cross Province of St.
Odilia.
Crosier, Crosier Fathers of Onamia and The Crosier Community of
Phoenix sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Minn. Case No. 17-41681 to 17-41683) on June 1, 2017.
The Rev. Thomas Enneking, president, signed the petitions.
Crosier Fathers and Brothers estimated less than $1 million in
assets and less than $500,000 in liabilities. Crosier Fathers of
Onamia and The Crosier Community of Phoenix each estimated under
$10 million in assets. Crosier Fathers of Onamia estimated under
$10 million in liabilities, while The Crosier Community of Phoenix
estimated under $500,000 in debt.
Judge Robert J Kressel presides over the cases.
The Debtors have hired Quarles & Brady LLP as lead counsel and
Larkin Hoffman as local counsel. JND Corporate Restructuring has
been retained as claims and noticing agent.
The Debtors also have hired Keegan, Linscott and Kenon, P.C., as
accountant; Gaskins Bennett Birrell Schupp LLP as special insurance
counsel; Larson King LLP as special litigation counsel in civil
actions filed before the petition date; and Larkin Hoffman Daly &
Lindgren Ltd., as local counsel.
On June 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Stinson Leonard Street LLP as its bankruptcy counsel.
CROWNROCK LP: Moody's Rates $1BB Sr. Unsec. Notes Due 2025 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to CrownRock, L.P.'s
(CrownRock) $1,000 million senior unsecured notes due 2025.
CrownRock's other ratings and stable outlook remained unchanged.
The note proceeds will be used to tender for CrownRock's $405
million senior unsecured notes due 2021 and their $350 million
senior unsecured notes due 2023. The remainder is expected to be
used for funding the company's 2018 capital spending.
Assignments:
Issuer: CrownRock, L.P.
-- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4)
RATINGS RATIONALE
The new senior notes rated B3 are unsecured and therefore
subordinated to the senior secured credit facility's potential
priority claim to the company's assets. The size of the potential
senior secured claims relative to the unsecured notes outstanding
results in the senior notes being notched below the B2 CFR under
Moody's Loss Given Default Methodology.
The B2 Corporate Family Rating (CFR) reflects CrownRock's good
operating performance in a volatile commodity price environment.
The B2 CFR also reflects CrownRock's modest and improving scale,
large percentage of oil production, expected continued margin
improvement, and management's track record of growing reserves and
production in the Permian Basin. Gradual horizontal activity
coupled with vertical activity portray a lower operating risk
profile versus similarly rated peers. CrownRock has a high
concentration in the Permian, accounting for nearly all its proved
reserves and PV-10 value. CrownRock's B2 CFR also considers its
private equity ownership and negative free cash flow status for the
next two years.
The stable outlook reflects Moody's expectation that CrownRock will
continue growing production as it shifts from vertical to
horizontal drilling and concurrently improving leverage and cash
flow metrics. The rating could be upgraded if production were to
reach 35,000 boe/d and retained cash flow to debt is sustained
above 35%. The rating could be downgraded if production declines,
retained cash flow to debt falls below 15%, or if liquidity
worsens.
CrownRock, L.P. (CrownRock) is an independent exploration and
production (E&P) company whose core area is in the Permian Basin of
West Texas.
The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.
CROWNROCK LP: S&P Rates $1BB Sr. Unsec. Notes Due 2025 'B+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to Midland,
Texas-based oil and gas exploration and production (E&P) company
CrownRock L.P.'s new $1 billion senior unsecured notes maturing in
2025. The recovery rating is '3', reflecting S&P's expectation of
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a payment default.
The corporate credit rating remains 'B+'. The outlook remains
stable.
CrownRock will use proceeds of the new senior unsecured notes to
tender or redeem the principal amount on its outstanding $405
million 7.125% due 2021 and $350 million 7.75% senior unsecured
notes due 2023, pay all fees and expenses associated with the
transaction, and fund a portion of the company's capital
development plan.
RATINGS LIST
CrownRock L.P.
Corporate credit rating B+/Stable/--
New Rating
CrownRock L.P.
CrownRock Finance Inc.
Senior Unsecured
$1 bil notes due 2025 B+
Recovery Rating 3(55%)
DATA COOLING: Committee Taps Dahl Law as Legal Counsel
------------------------------------------------------
The official committee of unsecured creditors of Data Cooling
Technologies LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Ohio to hire Dahl Law LLC as its legal
counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; negotiate with representatives of Data Cooling and
its affiliates; give advice regarding any proposed sale of their
assets; and represent the committee in matters related to the
Debtors' proposed plan of reorganization.
Sherri Dahl, Esq., the attorney who will be representing the
committee, will charge an hourly fee of $250.
Ms. Dahl disclosed in a court filing that she does not hold or
represent any interests adverse to the Debtors' estates and
creditors.
Dahl Law can be reached through:
Sherri L. Dahl, Esq.
Dahl Law LLC
12415 Coit Road
Bratenahl, OH 44108
Tel: 216.235.6871
Fax: 216.373.6963
Email: SDahl@DahlLawLLC.com
About Data Cooling Technologies LLC
Data Cooling Technologies LLC is the exclusive North American
licensee of US Patent No. 7753766. The KyotoCooling patented
solution utilizes a heat wheel and an indirect economization
process to produce the most reliable and efficient cooling
technology in the data center industry.
Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data
Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr.
N.D. Ohio Lead Case No. 17-52170) on September 8, 2017. The
petitions were signed by Gregory Gyllstrom, chief executive. The
Hon. Alan M. Koschik presides over the case. The Debtors are
represented by Sean D. Malloy, Esq. of McDonald Hopkins LLC as
counsel.
At the time of filing, Data Cooling estimated assets and
liabilities at $10 million to $50 million. Data Cooling Canada
estimated assets of less than $50,000 and liabilities of less than
$500,000.
On September 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
DEREK L GUSTAFSON DDS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Derek L. Gustafson, D.D.S.,
P.A., as of Sept. 28, according to a court docket.
About Derek L. Gustafson
Northland Family Dental -- http://www.hibbingdental.com/-- is a
dental office led by Hibbing, MN family dentist Derek L. Gustafson,
DDS, PA, who is devoted to restoring and enhancing the natural
beauty of a person's smile using conservative, state-of-the-art
dental care procedures. The clinic's services include new patient
exams, digital x-rays, general dentistry, teeth whitening,
composite fillings, crowns (caps), cosmetic dentistry,
periodontics, root canal, fixed bridges, porcelain veneers and
dental implants.
Derek L. Gustafson, D.D.S., P.A., doing business as Northland
Family Dental, filed a Chapter 11 petition (Bankr. D. Minn. Case
No. 17-50530) on Aug. 16, 2017, estimating assets and liabilities
between $1 million and $10 million. The petition was signed by
Derek L. Gustafson, chief executive officer.
The case is assigned to Judge Robert J. Kressel.
DEXTERA SURGICAL: Will File 2017 Form 10-K by Oct. 13
-----------------------------------------------------
Dextera Surgical Inc. expects to submit its annual report on Form
10-K for the year ended June 30, 2017, on or before Oct. 13, 2017.
Dextera Surgical was unable to file the 10-K within the prescribed
time period without unreasonable effort or expense because
additional time is required by the Registrant to provide certain
information and documentation to complete the financial statements
in the Form 10-K, causing the Company to be delayed in its filing
of the Form 10-K, the Company said via Form 12b-25 filed with the
Securities and Exchange Commission.
About Dextera Surgical
Redwood City, California-based 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.
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.
Dextera reported a net loss of $15.98 million for the fiscal year
ended June 30, 2016, a net loss of $19.18 million for the year
ended June 30, 2015, and a net loss of $16.96 million for the year
ended June 30, 2014.
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.
EASTGATE PROFESSIONAL: Has Interim Nod to Use Cash Collateral
-------------------------------------------------------------
The Hon. Jeffery P. Hopkins of the U.S. Bankruptcy Court for the
Southern District of Ohio has granted Eastgate Professional Office
Park, Ltd., interim authorization to use cash collateral.
As reported by the Troubled Company Reporter on Sept. 28, 2017, the
Debtor asked the Court to enter interim and final orders
authorizing the Debtor to use cash collateral upon which a lien is
held by GLIC Real Estate Holding Company, LLC. The Debtor required
immediate access to its cash collateral in order to pay present
operating expenses and to pay vendors and other key constituencies
during this Chapter 11, with confidence that it has sufficient
resources to meet its financial obligations in a manner that will
maximize the return on its assets.
The Debtor will on a timely basis make monthly adequate protection
payments to Lender in the amounts $61,324.34 (which is made up of
monthly principal and interest payments of $ 42,420.71, tax escrow
of $ 16,203.11 and tax escrow arrearage of $ 2,700.52). The Lender
will apply each of the Debtor's payments to the Senior Secured
Indebtedness for which Debtor specifies it is to apply, but may
allocate payments to interest, principal, legal fees and costs due
in a manner as the Lender deems appropriate in accordance with its
Senior Secured Loan Documents.
As adequate protection for any post-petition diminution in value of
the Lender's interests in the Pre-Petition Collateral, including
without limitation for any diminution in value resulting from the
use of cash collateral, the use, sale or lease of any other
pre-petition collateral, or the imposition of the automatic stay,
the Lender is granted a post-petition claim against the Debtor's
estate. In order to secure the Adequate Protection Claim, the
Lender is granted a lien, mortgage and security interest in and
upon (a) the pre-petition collateral and all postpetition proceeds
of the pre-petition collateral, and (b) the post-petition
collateral and all proceeds thereof to the same extent, validity
and priority as its pre-petition security interest.
The occurrence of any one or more of these events will constitute
an event of default under this interim court order:
(i) the case is either dismissed or converted to a case under
Chapter 7 of the U.S. Bankruptcy Code;
(ii) a (a) trustee; or, (b) an examiner with expanded powers is
appointed in the case;
(iii) the Debtor ceases operation of its business or takes any
material action for the purpose of effecting such cessation without
the prior written consent of the Lender;
(iv) this interim court order is reversed, vacated, stayed,
amended, supplemented or otherwise modified in a manner which will
materially and adversely affect the rights of the Lender or will
materially and adversely affect the priority of any or all of the
Lender's claims, liens or security interests and which is not
acceptable to the Lender;
(v) the final court order is not entered on or before 30 days
after the Petition Date;
(vi) the Debtor's failure to comply with or perform the terms
and provisions of the interim court order, in strict adherence to
the time period including, without limitation, making the payments
required by the interim court order and using cash collateral other
than in accordance with the provisions of the budget;
(vii) any sale or other disposition of collateral or cash
collateral is approved without the consent of the Lender;
(viii) any superpriority claim or lien equal or superior in
priority to that granted to the Lender pursuant to the interim
court order or permitted will be granted; and
(ix) the automatic stay of Section 362 of the Bankruptcy Code
is lifted so as to allow a party other than the Lender to proceed
against any material asset of the Debtor.
A copy of the Order is available at:
http://bankrupt.com/misc/ohsb17-13307-27.pdf
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.
Eastgate Professional Office Park sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on
Sept. 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.
No creditors' committee has yet been appointed in this case by the
United States Trustee and no trustee or examiner has been
appointed.
ENGLEWOOD MISSIONARY: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Englewood Missionary Baptist
Church, Inc., as of Sept. 28, according to a court docket.
About Englewood Missionary
Baptist Church, Inc.
Englewood Missionary Baptist Church, Inc. is a baptist church in
Pensacola, Florida. It owns fee simple interests in various real
properties in Pensacola, Florida, including a church building. The
properties have an aggregate current value of $3.76 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Fla. Case No. 17-30693) on Aug. 3, 2017. Kenneth
Frye, trustee, signed the petition.
At the time of the filing, the Debtor disclosed $3.92 million in
assets and $2.46 million in liabilities.
Judge Jerry C. Oldshue Jr. presides over the case.
ERC FINANCE: Moody's Assigns B3 CFR; Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to ERC Finance, LLC, parent
company of Eating Recovery Center, LLC ("ERC"). Moody's also
assigned a B2 rating to the company's new senior secured first lien
credit facility. The rating outlook is stable. This is the first
time that Moody's has rated ERC.
Moody's assigned the following ratings:
ERC Finance, LLC
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$30 million senior secured revolving credit facility expiring 2022
at B2 (LGD 3)
$190 million senior secured first lien term loan due 2024 at B2
(LGD 3)
$30 million senior secured delayed draw term loan due 2024 at B2
(LGD 3)
The rating outlook is stable.
RATINGS RATIONALE
The B3 rating is constrained by ERC's very high financial leverage
of approximately 7.5x on a Moody's pro forma adjusted basis. The
rating is also constrained by the company's small absolute size and
concentrated service line offering. Further, Moody's believes ERC
will continue to expand aggressively through growth of existing
facilities, new facility openings, and acquisitions. There is the
risk that the company's growth strategy will lead to lower
utilization at facilities or failure to earn adequate returns on
its investments. The rating is supported by ERC's good reputation
in the eating disorder market and solid track record of growth.
Further, ERC has good geographic and customer diversity. The
company also has no exposure to direct government reimbursement and
maintains in-network contracts with most large insurers. However,
given the high daily cost of treatment, there is the risk that
payors will pressure length of stay or steer patients to lower cost
settings.
The stable outlook reflects Moody's view that leverage will remain
high but that the company's growth strategy will increase its size
and scale and liquidity will remain adequate.
The ratings could be downgraded if the company's expansion strategy
fails to produce profitable revenue growth or leads to operating
disruption. If ERC engages in debt-financed acquisition or
dividends, the ratings could also be downgraded. Further, weakening
of liquidity or sustained negative free cash flow could lead to a
downgrade.
The ratings could be upgraded if ERC materially increases its size
and scale. If the company sustains adjusted debt/EBITDA below 5.5x
and demonstrates positive free cash flow and good liquidity,
Moody's could upgrade the ratings.
Eating Recovery Center is a provider of specialized eating disorder
treatments for conditions including anorexia, bulimia, and binge
eating. The company operates 25 treatment facilities across 7
states. Services provided include acute/in-patient care,
residential, partial hospitalization and intensive outpatient.
Revenues were approximately $152 million for the last twelve months
ended June 30, 2017. The company will be privately held by CCMP
Capital.
The principal methodology used in these ratings was that for the
Business and Consumer Service Industry published in October 2016.
ESCONDIDO VENTURES: Talks with US Military Delay Plan Filing
------------------------------------------------------------
Escondido Ventures, LLC, and its affiliates ask the U.S. Bankruptcy
Court for the Western District of Texas to extend the Debtors'
exclusive periods to file a Chapter 11 plan or plans, and to obtain
acceptances of the plan(s) to Nov. 27, 2017, and Jan. 26, 2018,
respectively.
Absent an extension, the Debtors' extended exclusive filing period
and exclusive solicitation period are slated to expire on Sept. 28
and Nov. 27, respectively. This is the Debtors' first request for
extension of the Exclusive Periods. The Debtors say they have made
significant progress towards a framework in formulating a Chapter
11 plan; however, they do not anticipate that a Chapter 11 plan
will be complete prior to the Sept. 28 expiration of the Exclusive
Period.
Prior to the Petition Date and throughout the duration of these
cases, the Debtors have diligently evaluated, in consultation with
their professionals, a number of options to address the Debtors'
financial issues. These efforts included engaging in discussions
regarding restructuring the Debtors' businesses and the sale of
their respective assets and membership interests in the entities.
The Debtors believe they can sell new membership interests in the
entities as part of a feasible, confirmable plan. However, because
of various discussions with the United States Military Surface
Deployment and Distribution Command, the Debtors need additional
time to finalize their plan of reorganization.
Although not a particularly large case, the Debtors' cases have
their share of complexities. Since filing these cases, the Debtors
have focused their efforts on the operations of the business and
handling the many faceted and legal business issues that require
substantial time and diligence to resolve. The varied nature of
the interests in these cases compel the requested extension of the
Exclusive Periods.
The Debtors tell the Court that considering the complexities of the
Chapter 11 cases, neither the Debtors nor any other party in
interest will be in a position to formulate, promulgate and build
consensus for a plan before Sept. 28. According to the Debtors,
the extension of the Exclusive Periods will enable them to
formulate a plan and present that plan to parties-in-interest upon
approval of their disclosure statement. Thus, the extension will
not result in a delay of the process to formulate a plan. To the
contrary, the requested extension of the Exclusive Periods will
permit the plan process to move forward in an orderly fashion and
with better information for all stakeholders.
Termination of exclusivity could be very disruptive to the Debtors'
efforts to develop a plan. At this time, the Debtors continue to
review and analyze their financial records, but negotiations toward
consensus on a feasible plan are not complete. Moreover, if
exclusivity terminates and competing plans are filed, resources and
energy will necessarily be diverted from negotiating a consensual
Chapter 11 plan to prosecuting and defending competing plans.
The Debtors assure the Court that they have met post-petition
obligations as they come due.
About Escondido Ventures, LLC
Escondido Ventures, LLC, holds 100% membership interest in
Escondido Ventures, LLC, Killeen Diesel Service, LLC, Rockey's
Moving & Storage, LLC, and Rockey's Van Lines.
Headquartered in Killeen, Texas, Rockey's Moving & Storage --
http://www.rockeysmoving.com/-- moves household goods for
families, military personnel, commercial offices and medical
facilities. Its turnkey services include, but are not limited to
packing, crating, storing and relocating to new home or office.
Rockey's Moving owns and operates its own fleet of over 100 move
vans for local moves, 25 tractors and 40 trailers for interstate
relocation.
Rockey's Van Lines is a licensed and bonded freight shipping and
trucking company running freight hauling business from Killeen,
Texas.
On May 31, 2017, Escondido Ventures and affiliates Centex Moving,
Killeen Diesel, Rockey's Moving, and Rockey's Van Lines sought
Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 17-51358).
The petitions were signed by Barcley Houston, authorized
representative for each of the Debtors. On June 7, 2017, the Court
entered an order jointly administering the five bankruptcy
proceedings.
Centex Moving, Rockey's Moving and Escondido Ventures estimated
assets and liabilities between $1 million and $10 million. Killeen
Diesel and Rockey's Van estimated assets between $100,000 and
$500,000 and liabilities between $1 million and $10 million.
Judge Ronald B. King presides over the cases.
William B. Kingman, Esq., at Law Offices of William B. Kingman, PC,
serves as the Debtors' bankruptcy counsel, and Plunkett Griesenbeck
& Mimari, Inc., serves as special counsel.
No trustee, examiner, or committee of unsecured creditors has been
appointed in these bankruptcy cases. No request has been made for
the appointment of a trustee or examiner.
FANSTEEL INC: May Use Cash Collateral Through Oct. 20
-----------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has authorized Fansteel, Inc., to use TCTM
Financial FS, LLC's cash collateral through Oct. 20, 2017.
The Debtor's continued use of cash collateral through Oct. 20, 2017
will be pursuant to and in conformity with the budget.
A copy of the Order is available at:
http://bankrupt.com/misc/iasb16-01823-1116.pdf
As reported by the Troubled Company Reporter on Sept. 6, 2017, the
Court addressed the Debtor's motion for an order reopening
bankruptcy cases to interpret and enforce confirmation orders and
the second amended plan, and the objection to the motion filed by
the U.S. on behalf of the Nuclear Regulatory Commission and the
Oklahoma Department of Environmental Quality. Judge Carey rules
that he will not reopen the bankruptcy case.
About Fansteel and Affiliates
Headquartered in Creston, Iowa, Fansteel, Inc., manufactures
aluminum and magnesium castings for the aerospace and defense
industries. Fansteel has four locations in the USA and one in
Mexico and has a workforce of more than 600 employees. Fansteel
generated $87.4 million in revenue in 2015 on a consolidated basis.
Wellman Dynamics Corporation contributed 67% of Fansteel's sales.
The rest of the sales are generated from Intercast, a division of
Fansteel, and other non-debtor subsidiaries.
Fansteel, Wellman Dynamics, and Wellman Dynamics Machinery &
Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case
Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The
petitions were signed by Jim Mahoney, CEO. The cases are assigned
to Judge Anita L. Shodeen. The Debtors disclosed total assets of
$32.9 million and total debt of $41.97 million.
The companies tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq., at the
Clark Hill Law Firm, as Environmental Counsel.
The companies filed motions to jointly administer the cases
pursuant to Bankruptcy Rule 1015(b), and the court ordered the
joint administration on Oct. 17, 2016. The court subsequently
entered an order on May 24, 2017, vacating its Oct. 17 order and
discontinuing the joint administration of the cases under the lead
case of Fansteel.
On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors in Fansteel's bankruptcy
case. The committee retained Morris Anderson & Associates, Ltd.,
as financial advisor; and Archer & Greiner, P.C. and Nyemaster
Goode, P.C., as counsel.
In March 2017, the U.S. trustee announced that the unsecured
creditors' committee of Fansteel would no longer serve as the
official committee in its case and that it would be reconstituted
as the official committee of unsecured creditors in the Chapter 11
cases of Wellman Dynamics and Wellman Dynamics Machinery. As of
March 22, 2017, a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.
Wellman Dynamics filed a Chapter 11 plan of reorganization and
disclosure statement on Jan. 11, 2017. On May 8, 2017, the
creditors' committee of Wellman Dynamics filed a rival Chapter 11
plan of liquidation for the company.
FIRST FLIGHT: Sale of Hagerstown Property for $8.8 Million Approved
-------------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized First Flight Limited Partnership's
sale of its right, title and interest in the real property
generally known as Unit 2, 41.9086 AC +/-, First Flight Air Park
Condominium, Inc., together with an undivided 97% interest in the
common elements of the Condominium located 18450 Showalter Rd.,
Hagerstown, Maryland, to First Flight Unit 2 Limited Partnership or
its assignee for $8,800,000.
The sale is free and clear of all prepetition and post-petition
liens and claims, with all such Liens and Claims to attach to the
proceeds of the sale.
The Closing on the sale and all other transactions described in the
Sale Agreement will occur by 3:00 p.m. on Sept. 29, 2017.
At Closing, M&T Bank's Liens and Claims against the property will
immediately attach to all proceeds arising from the sale pursuant
to the Sale Agreement as a first priority lien against such
proceeds of sale, and all net proceeds arising from the sale, which
will amount to at least $8,800,000, will be paid to M&T Bank, in
immediately available funds, simultaneously with Closing.
The automatic stay of Section 362 of the Bankruptcy Code is
terminated solely to the extent necessary (i) to permit all net
proceeds arising from the sale to be paid to M&T Bank, in
immediately available funds, simultaneously with Closing; and (ii)
to otherwise permit the Debtor, M&T Bank, and the Purchaser to
implement the terms of the Order and the Sale Agreement, as
appropriate.
The Debtor will pay the allowed claims of all administrative
priority creditors and unsecured creditors in this case in full
within 30 days of the entry of the Order.
The Order will be effective immediately upon entry pursuant to
Bankruptcy Rules 7062 and 9014, and no automatic stay of execution,
pursuant to Rule 62(a) of the Federal Rules of Civil Procedure or
Bankruptcy Rule 6004(h) will apply with respect to the Order.
A copy of the Sale Agreement attached to the Order is available for
free at:
http://bankrupt.com/misc/First_Flight_89_Order.pdf
About First Flight LP
First Flight Limited Partnership, a Virginia limited liability
partnership, owns two commercial buildings: 119,166-square-foot
office facility & 761,360-square foot industrial(airport/airplane
hangars) located at 18540 Showalter Rd. Hagerstown, Maryland.
First Flight LP, doing business as Topflight Airpark, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 17-18645) on June 25,
2017. The petition was signed by Barrie Peterson, sole member and
president of Airpark Holdings, LLC, the general partner of FFLP.
At the time of filing, the Debtor disclosed $54.52 million in
assets and $14.54 million in liabilities.
The case is assigned to Judge Thomas J. Catliota.
The Debtor is represented by Morgan William Fisher, Esq., at the
Law Offices of Morgan William Fisher, LLC.
GABEL LEASE: Court Approves Third Amended Disclosure Statement
--------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas approved Gabel Lease Service, Inc.'s third
amended disclosure statement, dated August 1, 2017, in support of
its second amended plan of reorganization, dated May 25, 2017.
The Troubled Company Reporter previously reported that in the third
amended disclosures, GLS disclosed that the company and Larson
Engineering Inc. reached a resolution of their disputes. The
resolution resulted in the agreement by the company to provide
Larson with 23 replacement pumping units over two and a half years.
The company also agreed to include the interest on Larson's allowed
claim in Class 5 to receive distributions as part of the general
unsecured claim.
GLS further disclosed in the document that it will pay all allowed
Class 5 unsecured claims in full over the next five years from
these sources: (i) $30,000 of Brian Gabel, who owns all stock in
the company; (ii) GLS' disposal income; and (iii) any recovery from
Chapter 5 or other avoidance actions brought by the creditors'
committee.
A copy of the Third Amended Disclosure Statement is available for
free at:
https://is.gd/y0aVNu
About Gabel Lease Service
Gabel Lease Service, Inc., operates as a roustabout company in and
around Ness City, Kansas. GLS also sells pumping units to
customers. Due to the current economic climate, GLS' business
suffered a significant decrease in cash flow. The drop in
oil-and-gas prices has decreased the frequency in which GLS
provides roustabout services to customers and decreased the number
of customers willing to purchase pumping units from the company.
In early 2016, Larson Engineering, Inc., d/b/a Larson Operating
Co., filed suit against GLS in Ness County District Court, alleging
that it purchased 28 Gabel pumping units in 2008 and 2009 from GLS
and took delivery of only 5 pumping unit over a 5-year period.
Eventually, on Dec. 7, 2015, Larson claims it demanded the Delivery
of the remaining units and filed suit when GLS failed to do so.
Facing the Larson suit and other cash-flow problems, GLS filed a
Chapter 11 petition (Bankr. D. Kan. 16-11948) on Oct. 5, 2016. The
petition was signed by Brian Gabel, president. At the time of
filing, the Debtor estimated assets of less than $500,000 and
liabilities of $1 million to $10 million.
Judge Robert E. Nugent presides over the case.
The Debtor tapped Nicholas R. Grillot, Esq., at Hinkle Law Firm,
LLC, as bankruptcy counsel. The Debtor hired Keenan Law Firm,
P.A., as special counsel; and Adams, Brown, Beran & Ball, Chtd. as
its accountant.
On Nov. 21, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Tom R. Barnes II, Esq., at Stumbo Hanson, LLP, as its legal
counsel.
GATEWAY MEDICAL: Hires Eric Fuller & Associates as Leasing Agent
----------------------------------------------------------------
Gateway Medical Center II, LLC, and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of Washington to employ Eric Fuller & Associates, Inc., as real
estate agent.
The Debtors require the Leasing Agent to:
a. assist the Debtors and the Receiver in leasing commercial
space at the Properties;
b. respond, provide information to, communicate and
negotiate with and obtain offers from interested
potential tenants and make recommendations to the
Receiver/Debtors as to whether or not a particular tenant
should be accepted; and
c. communicate regularly with Receiver/Debtors in connection
with the status of the Leasing Agent's efforts with
respect to the lease of the commercial space at the
Properties.
The Debtors have agreed to compensate the Leasing Agent on the
basis of the Leasing Agent's ordinary rates for this type of
engagement. The Leasing Agent's commission shall be 5% of the base
rent payable during the first 5 years of the lease term, plus 2.5%
of the base rent payable for year 6 and beyond of the lease term.
If another agent or agents are involved in procuring the tenant as
the tenant's agent, the Leasing Agent shall be entitled to a
commission equal to 2.5% of the base rent payable for the first 5
years of the lease term, plus 1.75% of the base rent payable for
year 6 and beyond of the lease term. The tenants Agent shall be
paid a commission of up to 5% of the base rent payable during the
first 5 years of the lease term, plus 2.5% of the base rent payable
for year 6 and beyond of the lease term. The commission shall be
payable (a) 50% upon execution by tenant and the Receiver, and (b)
50% upon occupancy by the tenant.
Doug Bartocci, vice president with the firm of Eric Fuller &
Associates, Inc., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
The Leasing Agent can be reached at:
Doug Bartocci
Eric Fuller & Associates, Inc.
900 Washington Street, Suite 850
Vancouver, WA 98660
Tel: (360) 750-5595
About Gateway Medical
Gateway is a Washington limited liability company formed on May 28,
2004. Gateway Medical Center, LLC owns a medical office building
located at 2501 NE 134th St., Vancouver, Washington. It is
adjacent to a medical office building owned by affiliate Gateway
Medical Center II, LLC, located at 2621 NE 134th St., Vancouver,
Washington.
Gateway Medical Center, LLC, and Gateway Medical Center II, LLC,
filed separate Chapter 11 petitions (Bankr. W.D. Wash. Case Nos.
17-41779 and 17-41780, respectively), on May 4, 2017. At the time
of filing, Gateway Medical Center had $1 million to $10 million in
estimated assets and Gateway Medical Center II had $10 million to
$50 million in estimated assets. Both Debtors have liabilities
estimated to be between $1 million to $10 million.
The petitions were signed by Daniel J. Boverman, manager. The
cases are assigned to Judge Brian D Lynch. The Debtor is
represented by Tara J. Schleicher, Esq., at Farleigh Wada Witt.
No trustee or examiner has been appointed.
GILDED AGE: Wants Exclusive Plan Filing Deadline Moved to Oct. 25
-----------------------------------------------------------------
Gilded Age Properties, LLC, asks the U.S. Bankruptcy Court for the
District of Rhode Island to extend the exclusive periods for filing
a plan of reorganization and soliciting acceptance of the plan
through and including Oct. 25 and Nov. 30, 2017, respectively.
On Sept. 6, 2017, the Court set Sept. 30 as the deadline for the
Debtor to file its plan and disclosure statement. The Debtor has
been working on its Plan and Disclosure Statement and intends to
propose a bootstrap Reorganization Plan. The Debtor assures the
Court that it has taken steps to ensure the success of its
reorganization while keeping the best interest of its creditors and
parties in interest in mind. The Debtor says in order to be able
to accurately form a Disclosure Statement and test the feasibility
of its Plan, the Debtor needs additional time to prepare same.
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.
GOODWILL INDUSTRIES: Taps RAM as Real Estate Broker
---------------------------------------------------
Goodwill Industries of Southern Nevada, Inc. seeks approval from
the U.S. Bankruptcy Court for the District of Nevada to hire a real
estate broker.
The Debtor proposes to employ Real Estate Asset Management, LLC to
locate new properties that may be suitable for it to lease. The
proposed engagement is limited to only the Debtor's potential
acquisition of new leases as tenant and not for any other property
or transaction.
RAM's will be paid on a commission basis of 3% of the gross rental
income, with such payment being made as a condition of closing or
execution of the lease.
The firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
About Goodwill Industries
Founded in 1975 and headquartered in North Las Vegas, Nevada,
Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a
registered 501(c)(3) nonprofit, accepts the communities' gifts in
the form of donated goods and sells those items to provide free job
training and placement services for unemployed locals.
In 2016, Goodwill of Southern Nevada served the job training needs
of 14,465 and directly placed 3,004 individuals into local jobs.
Goodwill also makes a significant impact on the environment through
recycling and reuse practices. In 2016, there were 873,624
generous donors of goods who helped Goodwill divert over 26 million
pounds from its local landfills.
Goodwill Industries -- d/b/a Goodwill of Southern Nevada, Goodwill
Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill
Clearance Center, Goodwill Select, and Goodwill Donation Center --
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
17-14398) on Aug. 11, 2017, estimating its assets and debts at
between $10 million and $50 million. The petition was signed by
John Hederman, interim chief executive officer.
Judge Bruce T. Beeley presides over the case.
Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the
Debtor's bankruptcy counsel. The Debtor hired Kamer Zucker Abbott
as special counsel and Piercy Bowler Taylor & Kern Certified Public
Accountants & Business Advisors as accountant and auditor.
GROUP 701: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: Group 701, LLC
7300 Ambassador Row
Dallas, TX 75247
Type of Business: Group 701, LLC's business consists of the
ownership of one piece of property located
at 7300 Ambassador Row, Dallas, valued by
the Company at $1.78 million. Group 701
posted gross revenue of $67,500 in 2016 and
gross revenue of $90,000 in 2015. The
Company previously sought bankruptcy
protection on March 6, 2017 (Bankr. N.D.
Tex. Case No. 17-30858).
Chapter 11 Petition Date: October 2, 2017
Case No.: 17-33726
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Total Assets: $1.78 million
Total Liabilities: $1.10 million
The petition was signed by Mahmoud Shahsiah, managing member.
A full-text copy of the petition, along with a list of five
unsecured creditors, is available for free at
http://bankrupt.com/misc/txnb17-33726.pdf
GROUP ONE CONSTRUCTION: Taps Sadri & Kandel as Counsel
------------------------------------------------------
Group One Construction, Inc. seeks authority from the US Bankruptcy
Court for the Northern District of California, San Jose Division,
to employ Sadri & Kandel LLP as its attorneys.
The professional services Sadri & Kandel LLP are to render are:
a. meet with and provide legal advice and counsel to the
Debtor with respect to the Debtor's obligations under
the Chapter 11 proceeding;
b. prepare and draft all schedules and other Chapter 11
documentation as may be required by either the Court
or the Debtor;
c. appear in Court on behalf of the Debtor as may be
required during the course of the Chapter 11 bankruptcy
proceedings; and
d. perform all other legal services for Debtor which may be
necessary and appropriate to conduct of the Chapter 11
proceeding.
Sadri & Kandel LLP has requested a retainer of $5,000 for
attorney's fees and costs for this case. Brian M. Kandel will be
the primary attorney working on this case. His hourly rate is
currently $350 per hour.
Brian M. Kandel attests that he is a disinterested person as
defined by Bankruptcy Code Sec. 101(14).
The Counsel can be reached through:
Brian M. Kandel, Esq.
SADRI & KANDEL LLP
4633 Old Ironsides Drive, Suite 115
Santa Clara, CA 95054
Tel: (408) 837-7765
Fax: (408) 837-7696
Email: brian@sadriandkandel.com
About Group One Construction Inc
Group One Construction Inc. is a full-service general contracting,
construction management, and design/build service provider in the
Silicon Valley area. The company constructs offices, retail
centers, business parks, restaurants, automotive and healthcare
centers. The company's comprehensive preconstruction services
include: project management, quality control site evaluation,
public works department approval process, planning department
approval process, building department approval process and
scheduling.
Group One Construction filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 17-52301) on September 21, 2017. The petition was
signed by Richard Lee Foust, president. The Hon. Stephen L.
Johnson presides over the case. Brian M. Kandel, Esq. at Sadri &
Kandel LLP represents the Debtor as counsel.
At the time of filing, the Debtor estimates $1 million to $10
million in assets and liabilities.
HARSCO CORP: S&P Upgrades CCR to 'BB' on Improved Credit Metrics
----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Harsco
Corp. to 'BB' from 'BB-'. The outlook is stable. S&P said, "We also
raised our issue level ratings on Harsco's senior secured credit
facility to 'BB+' from 'BB'. Our recovery rating on the senior
secured credit facility remains unchanged at '2', which indicates
substantial recovery (70%-90%; rounded estimate: 75%) in the event
of a payment default."
S&P said, "The upgrade reflects our expectation that Harsco will
maintain its recently improved credit measures, including a
debt-to-EBITDA metric well below 4x. We also believe the company's
financial policy decisions will support this level of leverage over
the next 12 to 18 months. The company's financial performance has
improved in the first half of 2017 due to recovery in key end
markets, such as metals, mining, and energy, and we expect Harsco
to sustain this level of improvement through at least 2018, in part
due to our forecast for continued growth in commodity prices. In
addition, Harsco eliminated its dividend in 2016 in order to
preserve cash flow for debt service and business reinvestment. It
has not paid a dividend so far in 2017. We believe shareholder
returns are likely to be relatively modest over the next 12 months,
which should enable the company to continue to reduce leverage to
the low 3x area by the end of 2017 and about 3x by the end of
2018.
"The stable outlook on Harsco reflects our expectation for
relatively favorable market conditions that will allow the company
to maintain leverage in the low 3x area by the end of 2017 and the
3x area by the end of 2018. We believe that this improvement has
resulted from relative stability in the company's end markets,
continued cost improvements, and management's commitment to a
financial policy that supports this level of leverage.
"We could lower our ratings on Harsco by one notch if the company's
operating performance declines due to lower demand for the
company's products and services such that total debt to EBITDA
remained above 4x for an extended period with limited prospects for
improvement. We could also lower our rating if the company pursues
debt-financed acquisitions or shareholder returns that increase its
leverage above 4x on a sustained basis.
"We could raise our ratings on Harsco by one notch if the company's
leverage is consistently below 3x over the economic cycle. We would
also have to believe that the company is committed to financial
policies (particularly around future shareholder returns and
potential acquisitions) that support this level of leverage."
HB FULLER: Moody's Assigns Ba3 CFR on High Leverage
---------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
(CFR) to H.B. Fuller Company, and withdrew its Baa3 long term
issuer ratings and (P)Baa3 senior unsecured shelf ratings,
effectively downgrading Fuller 3 notches due to the $1.575 billion
acquisition of Royal Adhesives and Sealants. Moody's assigned a Ba2
rating to the new senior secured term loans and a B2 rating to the
new unsecured notes; the existing unsecured notes, which are
expected to remain outstanding and unsecured, were downgraded to B2
from Baa3. Moody's also assigned a probability of default rating of
Ba3-PD, and a speculative grade liquidity rating of SGL-2. The
outlook is stable. This action concludes the review commenced on
September 5, 2017.
"The downgrade of Fuller's ratings reflects the significant step up
in debt and leverage to acquire Royal Adhesives and Sealants
(Royal) from affiliates of American Securities LLC for $1.575
billion," according to Joseph Princiotta, Vice President and Senior
Credit Officer at Moody's. "The company's willingness to complete a
transformational acquisition financed entirely with debt reflects
financial policies more consistent with a speculative-grade
rating," Princiotta added.
Rating Actions:
Withdrawals:
Issuer: H.B. Fuller Company
-- Issuer Rating, withdrawn, previously Baa3, on review for
downgrade
-- Senior Unsecured Shelf, withdrawn, previously (P)Baa3, on
review for downgrade
Assignments:
Issuer: H.B. Fuller Company
-- Corporate Family Rating (CFR) Assigned at Ba3
-- Probability of Default Rating (PDR) Assigned at Ba3-PD
-- Speculative Grade Liquidity (SGL) Rating Assigned SGL-2
-- Senior Secured Term Loan B, Assigned at Ba2(LGD3)
-- Senior Unsecured Notes, Assigned at B2(LGD5)
Downgrades:
Issuer: H.B. Fuller Company
-- Senior Unsecured Notes, Downgraded to B2(LGD5) from Baa3
Outlook Actions:
Issuer: H.B. Fuller Company
-- Outlook, Changed to Stable from Rating Under Review
RATINGS RATIONALE
The Ba3 corporate family rating reflects very high leverage and
relatively modest cash flow metrics pro forma for the acquisition
of Royal as well as heightened integration and execution risks. The
downgrade also reflects Moody's view that such a large-debt funded
acquisition reflects a departure from the company's stated
conservative financial policy and publicly stated commitment to
maintaining investment-grade leverage targets between 2-3 times.
Additionally, the timeline for the company to return leverage to
these conservative investment-grade leverage metrics is extended
significantly beyond the rating horizon.
The Ba3 rating also reflects the company's moderate scale,
improving but modest margins and weak credit metrics. H.B. Fuller's
debt/EBITDA as adjusted by Moody's is expected to increase to 6.4x
in the twelve months ended June 30, 2017 pro forma for the
transaction, which will be funded entirely with debt. Including $35
million of projected synergies, leverage is 5.9x. The rating
reflects Moody's expectations that the company will generate free
cash flow and direct it to debt repayment, but that leverage will
remain elevated over the rating horizon. Moody's expects leverage
to decline to 5.3 times in 2018 and 4.4 times in 2019, while
retained cash flow to debt will improve, but only to the low teens.
Given the size of the transaction and two other smaller
acquisitions completed this year, the rating also reflects
integration and execution risk as the company intends to close some
facilities.
The rating is supported by H.B. Fuller's diverse global operations
and revenues, leading position in certain sub-segments of the
global adhesives markets, established customer relationships and
barriers to entry based on formulation and application expertise.
The proposed transaction will increase scale to $2.9 billion in
revenues from $2.2 billion, and strengthen the company's presence
in higher margin adhesive segments as well as add new adhesive
technologies. Pro forma for the transaction, H.B. Fuller's higher
margin durable assembly, engineering adhesives and construction
products segments will increase to 53% of sales from 44% of sales,
which should support margin improvement and free cash flow
generation going forward.
H.B. Fuller's SGL-2 speculative grade liquidity rating reflects
expectations that the company will have good liquidity, supported
by cash on hand, projected free cash flow generation and near full
availability under a now-secured $400 million five-year revolver
due 2022. The company will have approximately $162 million of cash,
pro forma for the close of the transaction. The revolver has a
springing first lien net leverage covenant, which Moody's does not
expect the company to trigger. Fuller's new term loan amortizes at
1.00% annually, which will be $18.5 million per year. Although the
company pays a dividend, Moody's expects it to remain at under $40
million annually over the medium-term horizon.
The stable ratings outlook anticipates that the company will
continue to generate free cash flow, and prioritize its use to
reduce debt and lower Moody's adjusted leverage, which Moody's
expects to trend towards low 4 times leverage by the end of 2019.
The stable outlook also reflects expectations that the company will
refrain from further debt-financed acquisitions that impede a
favorable leverage trend over the medium term.
There is limited upside to the rating at this time, given the high
leverage and uncertainty regarding the magnitude and pace of future
debt reduction. However, eventually, Moody's would considers an
upgrade if leverage were to fall below 4.0x on a sustained basis
and the company demonstrates its ability to sustain EBITDA margins
above 17%.
Fuller's ratings could be downgraded if leverage improvements fail
to occur at the aforementioned pace and magnitude, or if free cash
flow is diminished or turns negative. The ratings could also be
downgraded if the company undertakes additional meaningful
debt-financed acquisitions.
H.B. Fuller Company ("Fuller", NYSE: FUL), headquartered in St.
Paul, Minnesota, is a formulator, manufacturer and marketer of
adhesives and sealants. It is predominantly focused on the
engineering adhesives, durable assembly, construction, packaging,
and hygiene sub-segments of the adhesives market. Fuller generated
revenues of $2.2 billion for the twelve months ended September 2,
2017.
Royal Holdings, Inc. (B2 stable), though its operating subsidiary
Royal Adhesives and Sealants, was a formulator and producer of
sealants, tapes, adhesives, and coatings sold into a variety of end
markets. The company was founded by current Chief Executive Officer
Ted Clark in 2003, became a portfolio company of private equity
firm Arsenal Capital Partners in 2010, and subsequently became a
portfolio company of private equity firm American Securities
following a debt-financed transaction in May 2015. Headquartered in
South Bend, Indiana, the company generates over $600 million of
revenues on an annual basis.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
HILLSBOROUGH LOFTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hillsborough Lofts, L.L.C.
627 W. Lane Street
Raleigh, NC 27603
Business Description: Hillsborough Lofts is engaged in activities
related to real estate whose principal
assets are located at 2510 Hillsborough
Street Raleigh, NC 27607.
Chapter 11 Petition Date: October 2, 2017
Case No.: 17-04823
Court: United States Bankruptcy Court
Eastern District of North Carolina (Raleigh Division)
Judge: Hon. Joseph N. Callaway
Debtor's Counsel: Matthew W. Buckmiller, Esq.
STUBBS & PERDUE, P.A.
9208 Falls of Neuse Road, Suite 111
Raleigh, NC 27615
Tel: 919 870-6258
Fax: 919 870-6259
E-mail: efile@stubbsperdue.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alkesh Shah, manager.
A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/nceb17-04823.pdf
HILTZ WASTE: Trustee's Sale of All Assets to Hometown for $3M OK'd
------------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized the private sale by Mark G. DeGiacomo,
the duly-appointed Chapter 11 Trustee for Hiltz Waste Disposal, of
substantially all of the Debtor's assets to Hometown Waste, LLC for
$2,925,000.
The sale is free and clear of all liens, claims, encumbrances and
interests.
The Court ruled that the 14 day stay pursuant to Rule 6004(h) will
not apply.
About Hiltz Waste Disposal, Inc.
Hiltz Waste Disposal, Inc., filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-13459) on Sept. 7, 2016. Deborah S. Hiltz, its
president, signed the petition. The Debtor estimated assets and
liabilities at $1 million to $10 million.
The case is assigned to Judge Joan N. Feeny.
Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP, serves as counsel
to the Debtor. Silverman, Avila & Gershaw, CPAs, is the Debtor's
accountants.
The Official Committee of Unsecured Creditors formed in the case
retained Morrissey Wilson & Zafiropoulos, LLP, as counsel to the
Committee, effective as of Oct. 19, 2016.
Mark G. DeGiacomo has been appointed as Chapter 11 Trustee for the
Debtor. The Trustee retained Murtha Cullina LLP as counsel.
Verdolino & Lowey, P.C., serves as accountant to the Trustee.
HOT TOPIC: Moody's Lowers CFR to B3 Amid 1st HY Store Sales Decline
-------------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Hot Topic,
Inc., including the Corporate Family Rating ("CFR") to B3 from B2,
Probability of Default Rating ("PDR") to B3-PD from B2-PD, and
senior secured notes rating to B3 from B2. The ratings outlook is
stable.
The downgrade reflects Hot Topic's same store sales and EBITDA
declines in the first half of 2017, and Moody's expectations that
increased competition and mall traffic declines will lead to
continued earnings weakness in the next 12-18 months.
"After several years of outperforming mall-based peers driven by
executing inventory, infrastructure and omni-channel initiatives,
Hot Topic has succumbed to traffic declines and competition," said
Moody's analyst Raya Sokolyanska. "Going forward, stabilization and
recovery will depend on the company's ability to source more
exclusive product, gain share online while optimizing its physical
store fleet, and realize its targeted return on investment in the
BoxLunch concept."
Moody's took the following rating actions for Hot Topic, Inc.:
-- Corporate Family Rating, downgraded to B3 from B2
-- Probability of Default Rating, downgraded to B3-PD from B2-PD
-- $340 million 9.25% senior secured notes due 2021, downgraded to
B3 (LGD4) from B2 (LGD4)
-- Stable outlook
RATINGS RATIONALE
Hot Topic's B3 Corporate Family Rating ("CFR") reflects the
company's small scale, reliance on mall traffic and discretionary
spending primarily by 12-22 year olds, and weak recent operating
performance. The company's 1H 2017 top-line declines were
exacerbated by wage increases and significant spending on BoxLunch
stores, most of which have not reached maturity. Moody's expects
the company to remain vulnerable to traffic declines, particularly
as its locations represent a broad spectrum of U.S. malls.
Nevertheless, Moody's expects e-commerce growth and the scaling of
the BoxLunch concept to mitigate continued traffic weakness in 2H
2017, resulting in a lower rate of earnings declines. Moody's
expects debt/EBITDA to remain near 5 times at year-end 2017 as a
result of revolver repayment, and EBIT/interest expense to decline
from 1.1 times to 1.0 times and remain at that level in 2018. The
rating also considers Hot Topic's relatively low fashion risk
relative to other apparel retailers.
The stable outlook incorporates Moody's expectations for adequate
liquidity in the next 12-18 months, including a return to positive
free cash flow in 2018 as a result of scaled down growth capital
expenditures and the impact of lower annual interest expense
following the HoldCo notes redemption.
The ratings could be upgraded if the company stabilizes its
operating performance, returns to growth, and improves its
liquidity profile. Quantitatively, an upgrade would require
EBIT/interest expense above 1.5 times.
The ratings could be downgraded if the company's operating
performance continues to decline beyond anticipated weakness in
2017, or if liquidity erodes for any reason including continued
negative free cash flow and constrained revolver availability.
Quantitatively, the ratings could be downgraded with expectations
for EBIT/interest expense sustained below 1 time.
Hot Topic, Inc. is a City of Industry, CA-based specialty retailer.
The company operated 698 Hot Topic stores and 62 BoxLunch stores
and generated $758 million in revenues in the last twelve months
ended July 29, 2017. The company has been majority-owned by
Sycamore Partners since the leveraged buyout in June 2013.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
IGNITE RESTAURANT: Unsecureds to Recoup 3% Under Plan
-----------------------------------------------------
Ignite Restaurant Group, Inc., and its affiliates filed with the
U.S. Bankruptcy Court for the Southern District of Texas a
disclosure statement dated Sept. 18, 2017, with respect to the
Debtors' joint Chapter 11 plan dated as of Sept. 18, 2017.
Class 4 General Unsecured Claims -- estimated at $132,000,000 to
$144,500,000 -- are impaired under the Plan. Holders are expected
to recover 3%. Each holder will receive, in accordance with the
GUC Trust Documents, its pro rata share of the General Unsecured
Creditors Fund and the GUC Initial Litigation Proceeds. On each
subsequent Distribution Date or as soon thereafter as is reasonably
practicable, the GUC Trustee will, until the consummation date,
continue to distribute to (i) holders of Allowed Class 4 General
Unsecured Claims (excluding the Secured Lender Deficiency Claims)
of any available funds in the General Unsecured Creditors Fund and
the GUC Initial Litigation Proceeds and (ii) Holders of Allowed
Class 4 General Unsecured Claims (including the Secured Lender
Deficiency Claims) their respective pro rata shares of the GUC
Aggregate Litigation Proceeds to the extent that the GUC Aggregate
Litigation Proceeds exceeds $500,000.
Any Class 4 General Unsecured Claim that constitutes an Assumed
Liability under the Asset Purchase Agreement that remains unpaid as
of the Closing Date will be paid in full in cash by the purchaser
in the ordinary course of business.
The Plan is premised on a Sale of the substantially all of the
Debtors' assets, and thus meets the feasibility test embodied in
Section 1129(a)(11) of the U.S. Bankruptcy Code. The purchaser
closed the transaction and paid the purchase price. In addition,
the Debtors believe that the fact that the Plan contemplates the
funding of the Liquidating Trust and the GUC Trust to, in part,
realize the value of the Debtors' assets for the benefit of
creditors and the Estates ensures that no further financial
restructuring will be necessary. The Debtors should have
sufficient cash to fund their activities through the closing of the
sale contemplated by the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-33550-709.pdf
As reported by the Troubled Company Reporter on Sept. 20, 2017, the
Debtor on Sept. 7 filed a Chapter 11 plan premised on the sale of
substantially all assets of the company and its affiliates. Under
that plan, each general unsecured creditor would receive its pro
rata share of the so-called "general unsecured creditors fund" and
the "GUC initial litigation proceeds," according to Ignite
Restaurant's latest disclosure statement filed on Sept. 7 with the
Court.
About Ignite Restaurant
Ignite Restaurant Group, Inc., et al., operate two well-known
restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap
that offer a variety of high-quality food and beverages in a
distinctive, casual, high-energy atmosphere. They operate 130+
restaurants and have three international franchise locations, and
employ about 8,400 employees.
On June 6, 2017, Ignite Restaurant Group and its affiliates filed
for bankruptcy in Texas (Bankr. S.D. Tex. Lead Case No. 17-33550).
The petitions were signed by Jonathan Tibus, chief executive
officer. The Hon. David R. Jones presides over the Debtors'
cases.
Ignite Restaurant Group and its affiliated debtors sought
bankruptcy protection to facilitate a sale of its business to a
private equity firm for $50 million in cash plus the assumption of
certain liabilities.
As of April 30, 2017, the Debtors reported $153.4 million in total
assets and $197.4 million in total liabilities.
The Debtors have employed King & Spalding LLP as legal counsel;
Jonathan Tibus, managing director at Alvarez & Marsal North
America, as their chief executive officer; Piper Jaffray & Co. as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Garden City Group as their claims and noticing agent.
On June 21, 2017, a five-member panel was appointed as the official
unsecured creditors committee in the Debtors' cases. The committee
tapped Pachulski Stang Ziehl & Jones LLP as counsel, Cole Schotz
P.C. as local counsel, and FTI Consulting, Inc., as financial
advisor.
IHEARTCOMMUNICATIONS INC: Extends Notes Private Offer to Oct. 20
----------------------------------------------------------------
iHeartCommunications, Inc., announced that it is extending the
private offers to holders of certain series of
iHeartCommunications' outstanding debt securities to exchange the
Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor
Holdings, Inc. and iHeartCommunications, and the related
solicitation of consents from holders of Existing Notes to certain
amendments to the indentures and security documents governing the
Existing Notes.
The Exchange Offers and Consent Solicitations were previously
scheduled to expire on Sept. 29, 2017, at 5:00 p.m., New York City
time, and will now expire on Oct. 20, 2017, at 5:00 p.m., New York
City time. The deadline to withdraw tendered Existing Notes in the
Exchange Offers and revoke consents in the Consent Solicitations
has also been extended to 5:00 p.m., New York City time, on Oct.
20, 2017. iHeartCommunications is extending the Exchange Offers
and Consent Solicitations to continue discussions with holders of
Existing Notes regarding the terms of the Exchange Offers and to
continue discussions with lenders under its Term Loan D and Term
Loan E facilities in connection with the concurrent private offers
made to such lenders, which iHeartCommunications announced today
will now expire at 5:00 p.m., New York City time, on Oct. 20,
2017.
As of 5:00 p.m., New York City time, on Sept. 27, 2017, an
aggregate amount of approximately $31.4 million of Existing Notes,
representing approximately 0.4% of outstanding Existing Notes, had
been tendered into the Exchange Offers.
The terms of the Exchange Offers and Consent Solicitations have not
been amended and remain the same as set forth in the Amended and
Restated Offering Circular and Consent Solicitation Statement,
dated April 14, 2017, as supplemented by Supplement No. 1.
The Exchange Offers and Consent Solicitations, which are only
available to holders of Existing Notes, are being made pursuant to
the Offering Circular, and are exempt from registration under the
Securities Act of 1933. The New Securities, including the new debt
of iHeartCommunications and related guarantees, will be offered
only in reliance on exemptions from registration under the
Securities Act. The New Securities have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.
Documents relating to the Exchange Offers and Consent Solicitations
will only be distributed to holders of the Existing Notes that
complete and return a letter of eligibility. Holders of Existing
Notes that desire a copy of the letter of eligibility must contact
Global Bondholder Services Corporation, the exchange agent and
information agent for the Exchange Offers and Consent
Solicitations, by calling toll-free (866) 470-3700 or at (212)
430-3774 (banks and brokerage firms) or visit the following website
to complete and deliver the letter of eligibility in electronic
form: http://gbsc-usa.com/eligibility/ihc-bondoffers.
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK: IHRT), the parent company of
iHeartCommunications, Inc., 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.
IHEARTCOMMUNICATIONS INC: Releases Tax & Corp. Info. to Lenders
---------------------------------------------------------------
iHeartCommunications, Inc., commenced exchange offers on March 15,
2017, to exchange certain series of its outstanding series of debt
securities for new securities of the Company, iHeartMedia, Inc. and
CC Outdoor Holdings, Inc. and concurrent consent solicitations with
respect to the Existing Notes. In addition, on March 15, 2017, the
Company also commenced offers to amend its outstanding Term Loan D
and Term Loan E borrowings under its senior secured credit
facility.
As previously disclosed, the Company has engaged in discussions
with certain lenders under its Term Loan D and Term Loan E
facilities and certain priority guarantee noteholders and counsel
to certain of those Lenders in connection with the Term Loan
Offers. In furtherance of those discussions, the Company is
disclosing the following information regarding certain tax and
corporate structure.
* Based on recent trading prices of Clear Channel Outdoor
Holdings, Inc.'s Class A common stock and subject to certain
assumptions, the Company estimates that a taxable disposition of
all of iHeartMedia Inc.'s interest in Clear Channel
Outdoor Holdings, Inc. would give rise to taxable gain in excess of
$3.7 billion.
* The Company currently estimates that as of Dec. 31, 2016,
iHeartCommunications, Inc. had a tax basis in the stock of its
direct subsidiary Clear Channel Holdings, Inc. in excess of $4
billion and that Clear Channel Holdings, Inc., had an estimated
aggregate tax basis in the stock of its direct subsidiaries engaged
in the iHeartMedia business segment of approximately $3.4 billion.
* The Company estimates that as of Dec. 31, 2016, its tax basis
in the domestic fixed and intangible assets related to the
iHeartMedia business segment was approximately $1.1 billion and
that its basis in the domestic fixed and intangible assets of the
Americas Outdoor business segment was approximately $520 million.
* As of Dec. 31, 2016, Clear Channel Outdoor Holdings, Inc. and
its subsidiaries had a federal net operating loss carry-forward of
approximately $275 million and iHeartMedia, Inc. and its
subsidiaries (excluding Clear Channel Outdoor Holdings, Inc. and
its subsidiaries) had a federal net operating loss carryforward of
approximately $2.9 billion.
The Company said no agreement has been reached with respect to the
above discussions and discussions remain ongoing. There can be no
assurance that any agreement will be reached. Any such agreement
will require the consent of additional debt holders who are not
party to the negotiations, and who hold substantial percentages of
the Company's debt.
Additional information is available for free at:
https://is.gd/9krGbG
iHeartCommunications, Inc.
San Antonio, Texas-based iHeartMedia, Inc. (OTCMKTS:IHRT) is a
global media and entertainment company. The parent company of
iHeartCommunications, Inc., iHeartMedia 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 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 February 2017, Moody's Investors Service affirmed
iHeartCommunications' 'Caa2' Corporate Family Rating. "iHeart's
Caa2 CFR reflects the very high leverage level of 11.9x on a
consolidated basis as of Q3 2016 (pro-forma for asset sales, but
excluding Moody's standard lease adjustments), negative free cash
flow, and weak interest coverage of approximately 0.9x."
LA PALOMA GENERATING: Discloses 1st Lien Settlement in Latest Plan
------------------------------------------------------------------
La Paloma Generating Company, LLC filed its latest Chapter 11 plan,
which incorporates the settlement of potential causes of action
against creditors holding first lien claims.
The settlement avoids "potentially costly litigation over numerous
complex issues," including avoidance causes of action against
holders of first lien claims, and LNV Corp.'s right to credit bid
for the McKittrick facility and other assets of the company and its
affiliates La Paloma Acquisition Co, LLC and CEP La Paloma
Operating Company, LLC.
As part of the settlement, the latest plan provides for the
distribution of value to creditors. The companies believe that
recoveries under the plan are greater than those that could be
realized by creditors absent the settlement.
Moreover, the companies' remaining assets, which will be
contributed to the liquidating trust will consist of all remaining
cash and the "tax refund claim" as part of the settlement.
Under the latest plan, holders of first lien claims will get 62% to
63% of their claims. Meanwhile, the estimated recovery for holders
of second lien claims is 22% to 31%.
General unsecured creditors of La Paloma will recover 21% to 30% of
their claims while those of CEP La Paloma will get 17%. La Paloma
Acquisition's general unsecured creditors will get nothing under
the plan, according to the companies' latest disclosure statement
filed on September 21 with the U.S. Bankruptcy Court in Delaware.
A copy of the latest disclosure statement is available for free at
http://bankrupt.com/misc/deb16-12700-640.pdf
About La Paloma Generating
La Paloma Generating Company, LLC, a D.C.-based merchant power
generator, and its affiliates La Paloma Acquisition Co, LLC, and
CEP La Paloma Operating Company, LLC, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec.
6, 2016. The petitions were signed by Niranjan Ravindran, as the
Debtors' authorized person.
La Paloma Generating estimated $100 million to $500 million in
assets and $500 million to $1 billion in liabilities.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors are represented by John J. Rapisardi, Esq., and George
A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy
counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware
counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve
as conflicts counsel. Jefferies LLC serves as the Debtors'
financial advisor and investment banker, while their claims and
noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North
America, LLC, is the financial advisor.
Maria Aprile Sawczuk has been appointed fee examiner in the
bankruptcy case.
On Aug. 2, 2017, the Debtors filed a Chapter 11 plan and disclosure
statement.
On September 5, 2017, Andrew R. Vara, acting U.S. trustee for
Region 3, appointed an official committee of unsecured creditors in
the Chapter 11 case of La Paloma.
LEHMAN BROTHERS: Deal with Citigroup to Return $1.74-Bil. in Cash
-----------------------------------------------------------------
Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy,
reported that a deal with Citigroup Inc. and a team of Lehman
Brothers bankruptcy administrators will bring in $1.74 billion to
the bankruptcy estate.
The settlement concludes several outstanding disputes between Citi
and the bankruptcy administrators, most notably a $2 billion
lawsuit over the cost of replacing derivatives trades terminated
upon Lehman's bankruptcy on Sept. 15, 2008, the report related.
According to the report, since April, U.S. Bankruptcy Judge Shelley
Chapman has heard 42 days of evidence and testimony in the case, in
which 170 people gave depositions and 30 witnesses wrote expert
reports seeking either to justify or discredit Citi's calculation
of what it was owed.
Pending approval of the deal, the judge won't have to decide the
critical question of how banks should determine their damages when
the institution on the other side of its derivatives positions
shuts its doors, the report further related.
Lehman had derivatives trades with roughly 6,700 counterparties
when it entered bankruptcy, the report said. With Citi's deal,
only one holdout counterparty, Credit Suisse , hasn't settled with
the bankruptcy estate, the report noted.
Citi had more than 30,000 derivatives trades on its books facing
Lehman, the report said. The trial was supposed to determine
Citi's proper compensation for having to replace the economic terms
of those positions, the report added. It shed new light on the
frantic weekend before Lehman went under, and the immediate
aftermath, when traders allegedly used chaos in the marketplace to
justify running up huge transaction fees that Lehman said were
disconnected from actual replacement costs, the report pointed
out.
The dispute raised "the factual question of how closely your
calculation of a closeout with a bankrupt counterparty tracks your
normal course of business," Joshua Dorchak, a lawyer with Morgan
Lewis & Bockius LLP who has advised other institutions caught up in
Lehman's collapse, told the Journal. "And the legal question of
whether those difference are so substantial that your closeout was
commercially unreasonable or in bad faith."
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the largest
in U.S. history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were assigned to Judge James M. Peck.
Judge Shelley Chapman took over the case after Judge Peck retired
from the bench to join Morrison & Foerster.
A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI. He is represented by
Hughes Hubbard & Reed LLP.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
* * *
In October 2016, the team winding down LBHI paid $3.8 billion to
creditors, the 11th distribution since Lehman's collapse in 2008.
This brought the total payout to more than $113.6 billion.
Bondholders were projected to receive about 21 cents on the dollar
when Lehman's bankruptcy plan went into effect in early 2012. The
11th distribution raised the bondholders' recovery to more than 40
cents on the dollar and recoveries for general unsecured creditors
of Lehman's commodities to 79 cents on the dollar. Lehman's
aggregate 12th distribution to unsecured creditors pursuant to its
confirmed Chapter 11 plan will total approximately $3.0 billion.
LEXINGTON HOSPITALITY: Court Okays Aug-Sept Cash Collateral Budget
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky has
approved Lexington Hospitality Group LLC's cash collateral budget
for the months of August and September 2017.
The Debtor is authorized to pay $12,000 to the Lexington Legends if
and only if the Lexington Legends pays all receivables owed to the
Debtor contemporaneous therewith and as a condition precedent
thereto.
The Debtor will further immediately pay into escrow amounts
sufficient to cover all ad valorem real property taxes for the
months of August and September 2017 each in the amounts equal to
1/12 of the ad valorem real property tax bill for 2016.
As additional adequate protection for any diminution in the value
of Private Capital Group, Inc.'s interests in the cash collateral,
pursuant to 11 U.S.C. Sections 361 and 363, PCG is granted liens,
upon all property of the Debtor of the same type and description as
the prepetition collateral as of the Petition Date, subject only to
any valid and enforceable, perfected, and non-avoidable liens of
other secured creditors.
Copies of the court orders are available at:
http://bankrupt.com/misc/kyeb17-51568-90.pdf
http://bankrupt.com/misc/kyeb17-51568-111.pdf
As reported by the Troubled Company Reporter on Sept. 6, 2017, the
Debtor asked for court permission to modify cash collateral budget
and extend cash collateral use through Sept. 30, 2017. The Debtor
wanted to use cash collateral to meet its postpetition obligations
and to pay its expenses, general and administrative operating
expenses, and other necessary costs and expenses of operating the
hotel, including taxes and insurance and other expenses incurred
during the pendency of the bankruptcy case.
About Lexington Hospitality
Headquartered in Aurora, Illinois, Lexington Hospitality Group LLC
-- http://www.clarionhotellexingtonky.com/-- owns the Clarion
Hotel Conference Center South, a hotel located at 5532 Athens
Boonesboro Road Lexington, Kentucky, known as Clarion Hotel
Conference Center South. The Hotel, located in the heart of the
bluegrass and 'Horse Capital of the World,' has 149 well-appointed
guest rooms, an indoor heated pool and hot tub, a seasonal outdoor
pool, a fitness center and an on-site restaurant and bar.
Lexington Hospitality filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Ky. Case No. 17-51568) on Aug. 3, 2017, estimating its
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Kenneth Moore/Janee Hotel Corporation,
manager.
Judge Gregory R. Schaaf presides over the case.
Laura Day DelCotto, Esq., Jamie L. Harris, Esq., and Sara A.
Johnston, Esq., at Delcotto Law Group PLLC, serve as the Debtor's
bankruptcy counsel.
LOOKIN UP: Hires Buddy D. Ford PA as Bankruptcy Counsel
-------------------------------------------------------
Lookin Up Enterprises, Inc. seeks approval from the US Bankruptcy
Court for the Middle District of Florida, Tampa Division, to employ
Buddy D. Ford, P.A. as its bankruptcy counsel.
Professional services to be rendered by the Counsel are:
a. analyze the financial situation, and render advice and
assistance to the Debtor in determining whether to file a petition
under Chapter 11 of the Bankruptcy Code;
b . advise the Debtor with regard to their powers and duties
in the continued operation of the business and management of the
property of the estate;
c. prepare and file the petition, schedule of assets and
liabilities, statement of affairs, and other documents required by
the Court;
d. give the Debtor legal advice with respect to its powers and
duties as Debtor and as Debtor-in-Possession in the continued
operation of its business and management of its property; if
appropriate;
e. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and Reporting
Requirements and with the rules of the Court;
f. prepare on behalf of the Debtor, necessary motions,
pleadings, applications, answers, orders, complaints, and other
legal papers and appear at hearings;
g. protect the interest of the Debtor in all matters pending
before the Court;
h. represent the Debtor in negotiation with its creditors in
the preparation of its Chapter 11 Plan; and
i. perform all other legal services for the Debtor as
Debtor-in-Possession which may be necessary.
Standard hourly rate for attorneys and paralegals of Buddy D. Ford,
P.A. are:
Buddy D. Ford $425
Senior Associate $375
Junior Associate $300
Senior Paralegals $150
Junior Paralegals $100
Buddy D. Ford attests that his firm has no connection with the
Debtor, the creditors, or any other party in interest.
The Firm can be reached through:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Buddy@tampaesq.com
Jonathan@tampaesq.com
About Lookin Up Enterprises
Lookin Up Enterprises Inc is a Boat club and rental business which
delivers medium sized power boats to renters and members alike in a
unique format and pricing structure.
Based in St. Petersburg, Florida, Lookin Up filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 17-08036) on September 18,
2017.
The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford
P.A.
At the time of filing, the Debtor estimates $50,001 to $100,000 in
assets and $500,001 to $1 million in liabilities.
LTD MANAGEMENT: Wants to Use Up To $7,931 of Cash Collateral
------------------------------------------------------------
LTD Management, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of New Hampshire to continue using up to
$7,931 of cash collateral.
Each record holder of a lien on cash collateral will be granted a
replacement lien on the Debtor's property to the same extent, scope
and validity that each record lienholder held as of the petition
date, unless or until avoided by court order.
The Budget shows, among other things, that:
a. the Debtor proposes to use $7,931 of its $11,086 in revenue
during the use period to pay costs and expenses incurred in the
ordinary course of business;
b. the Debtor will be able to pay the costs and expense
incurred in the ordinary course of business during the use period
if it has the ability to spend the maximum use amount;
c. the Debtor should have a remaining positive cash flow of
$3,155 during the use period.
The inability to use cash collateral up to the maximum use amount
would jeopardize the reorganization and the Debtor's creditors and
other parties in interest.
The Debtor believes through the continued rental of the building,
the cash collateral will be adequately replaced during the use
period. The Debtor believes its limited use of cash collateral
during the use period will permit it to maintain essential business
operations, thereby preserving the value of the estate, and confirm
a plan that will be in the best interest of the Debtor's creditors.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/nhb17-10684-58.pdf
As reported by the Troubled Company Reporter on July 26, 2017, the
Court issued an order authorizing the Debtor to use cash collateral
through Sept. 30, 2017. The Court found that the relief requested
in the Debtor's cash collateral was necessary, essential and
appropriate, and was in the best interest of and would benefit the
Debtor, its creditors, and its estate as its implementation will
provide the Debtor with the necessary liquidity to (a) minimize
disruption to the Debtor's business and on-going operations; (b)
preserve and maximize the value of the Debtor's estate for the
benefit of the Debtor's creditors; and (c) avoid immediate and
irreparable harm to the Debtor, its tenants and its assets.
About LTD Management
Headquartered in Raymond, New Hampshire, LTD Management, Inc., was
formed in July 1992 for the purpose of owning real estate located
at 63 Route 27 Raymond, New Hampshire, and leasing out certain
units within the building. Lisa D'Aoust owns a 100% interest in
LTD.
LTD Management filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 17-10684) on May 10, 2017, estimating its assets
and liabilities at between $100,001 and $500,000 each. Cheryl C.
Deshaies, Esq., at Deshaies Law, serves as the Debtor's bankruptcy
counsel.
No trustee or examiner has been appointed in the Debtor's case, and
no official statutory committee has yet been appointed or
designated by the U.S. Trustee.
M & J ENERGY: Taps Pitts & Matte as Accountant
----------------------------------------------
M & J Energy Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to hire an accountant.
The Debtor proposes to employ Pitts & Matte to prepare its tax
returns, give advice on tax-related matters and provide other
accounting services.
The firm will charge $176 per hour for tax-related work and $158
per hour for accounting work.
Timothy Matte, a certified public accountant, disclosed in a court
filing that his firm does not have any connection with the Debtor
or its creditors.
Pitts & Matte can be reached through:
Timothy Matte
Pitts & Matte
1316 Federal Avenue
Morgan City, LA 70380
Phone: (985) 384-7545
About M & J Energy Group
Founded in 2006, M & J Energy Group, LLC --
https://www.mjenergygroup.com/ -- is an oil and natural gas company
in Broussard, Louisiana. M & J Energy Group provides hydrostatic
testing, torquing, bolting and construction services. It is
currently working in Texas, Louisiana, Gulf of Mexico and Florida,
and had done work in Pennsylvania, West Virginia, Wyoming,
Oklahoma, Ohio, and Mississippi.
M & J Energy's corporate office is in Scott, Louisiana, while its
two satellite offices are in Houma, Louisiana and Ingelside, Texas.
The Company is ISNetworld certified and also DISA certified.
M & J Energy Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 17-51115) on August 24,
2017. Slade Sanders, its owner, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Judge Robert Summerhays presides over the case. John A. Mouton,
III, Attorney at Law, serves as Chapter 11 counsel to the Debtor.
MABE BRASIL: Seeks U.S. Recognition of Brazilian Proceedings
------------------------------------------------------------
The administrators of what's left of defunct Brazilian appliance
maker Mabe Brasil Eletrodomesticos Ltda. filed a Chapter 15
petition in Miami, Florida to seek recognition of the Company's
liquidation proceedings pending in Brazil and to extend in the U.S.
its ongoing probe against the Company's officers and shareholders.
A hearing is scheduled for Oct. 25, 2017, at 11:00 a.m. at C. Clyde
Atkins U.S. Courthouse, 301 N Miami Ave Courtroom 7, in Miami,
Florida.
MABE filed for judicial reorganization in Brazil in May 2013. In
December 2015, the company ceased operations and the case was
converted to a liquidation proceeding.
MABE was a Brazilian company formed in 1943, which was in the
business of manufacturing home appliances. MABE owned and operated
two manufacturing factories in Brazil and was a major manufacturer
and exporter of home appliances from Brazil.
In May 2013, the Brazilian Court granted MABE's petition for
reorganization and appointed a judicial administrator to oversee
the reorganization. In January 2014, the Brazilian court approved
a plan of Reorganization proposed by MABE, which required among
other things, that MABE disclose its creditors and other financial
and that it make certain payments to its creditors.
Between January of 2014, when the Brazilian court approved MABE's
Plan of Reorganization, and 2016, the Company incurred R$25,000,000
(approximately US$7,735,148) of additional debt. As a result, MABE
was unable to pay its debts as they became due, breaching the Plan
of Reorganization previously approved by the Brazilian Court and
ceased operations on Dec. 18, 2015. The judicial administrator
subsequently sought to convert the reorganization proceeding into a
liquidation Proceeding.
Shareholders
Although MABE's shareholders have fluctuated since the company's
formation, the shareholders at the time it presented its petition
for reorganization were:
Shareholder Percentage
----------- ----------
Mabe Mercosur Participacoes Ltda. 59.34%
Exinmex S.A. de CV 21.10%
JObelpa USA LLC (US) 8.67%
DO Paiol International LLC 6.30%
Camburi International LLC 3.37%
Cocinas Mabe S.A. de CV 1.22%
According to the judicial administrator, MABE Mexico seems to have
been controlling the management and operations of MABE. Based on
ongoing investigations into the business affairs of MABE, it
appears that MABE Mexico structured MABE's business in such a way
such that MABE received minimal to no profits due to the activities
of its exporting division, while MABE Mexico, which sold MABE's
products in the international market, siphoned most of the profits
from the business to itself. Thus, MABE Mexico appears to have
maximized its profits at the expense of MABE's.
The judicial administrator estimates MABE has approximately 3,400
creditors and liabilities of approximately R$1,152,519,749 (or
approximately US$368,794,598).
Consequently, the judicial administrator seeks recognition under
Chapter 15 of the Bankruptcy Code to investigate the business and
affairs of MABE for purpose of recovering assets for the benefit of
the creditors, including possibly pursuing any available causes of
action.
"I am seeking recognition to, among other things, obtain
documentary and testimonial evidence from witnesses in furtherance
of my investigative and asset recovery efforts as part of the
Brazilian proceeding. Specifically, I have identified particular
individuals and entities in the United States, including MABE's
former shareholders, headquartered in Miami, Florida, which I
believe have worked for, rendered services for and/or have
facilitated MABE's operations, and as a result, possess information
and documents relevant to my ongoing investigation and recovery
efforts," Luis Claudio Montoro, the judicial administrator, said in
court filings.
About Mabe Brasil
Based in Sao Paulo, Brazil, Mabe Brasil Eletrodomesticos Ltda.,
prior to its collapse, manufactured household appliances, including
gas fireplaces, freezers and washers.
On May 3, 2013, MABE filed a petition for judicial reorganization
before the Brazilian court, on the ground that it was experiencing
a financial crisis. MABE's petition was granted on May 7, 2013,
and the Brazilian court appointed Eliane Gonsalves to serve as
MABE's judicial administrator.
On March 14, 2014, the Brazilian Court replaced Ms. Gonsalves with
Capital consultoria e Assessoria Ltda., and on Nov. 11, 2015,
Capital Consultoria e Assessoria Ltda was replaced with Capital
Administradora Judicial Ltda. cAJ is represented by Luis Claudio
Montoro Mendes and Carolina Merizio Borges de Olinda.
On Dec. 18, 2015, MABE ceased operations. Thereafter, the
administrator filed a petition to convert the reorganization into a
liquidation proceeding. The Brazilian court granted the petition
on Feb. 10, 2016.
In its Feb. 10, 2016 order, the Brazilian Court declared MABE
bankrupt, stayed all actions against MABE, prohibited the sale or
disposition of MABE's assets absent court authorization, prohibited
MABE's shareholders from leaving the jurisdiction without good
cause and notifying the Brazilian court, and ordered MABE's
shareholders to disclose their assets as required under Brazilian
law.
The judicial administrator filed a Chapter 15 petition (Bankr. S.D.
Fla. 17-21906) on Sept. 29, 2017, to seek U.S. recognition of the
Brazilian proceedings. The Hon. Jay A. Cristol presides over the
U.S. case. Sequor Law, P.A., is serving as U.S. counsel.
NEOPS HOLDINGS: Taps Carta McAlister as Special Counsel
-------------------------------------------------------
NEOPS Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Connecticut to hire Carta, McAlister & Moore
LLC.
The firm will serve as special counsel to NEOPS Holdings in
connection with the enforcement of the non-complete provision
contained within a branch management employment agreement between
the company and a former branch manager.
Carta McAlister will also provide general legal advice on
employment-related matters.
Mark Carta, Esq., the attorney who will be providing the services,
disclosed in a court filing that he does not represent any interest
adverse to the company and its estate.
Carta McAlister can be reached through:
Mark Carta, Esq.
Carta, McAlister & Moore LLC
1120 Boston Road
Darien, CT 06820
Phone: (203) 202-3100
Email: info@cmm-law.com
About Neops Holdings LLC
Headquartered in Branford, Connecticut, New England Orthotic --
http://www.neops.net/-- is a provider of state-of-the-art orthotic
and prosthetic patient care products and services in the eastern
United States. The partnership was founded by certified orthotists
and prosthetists who were dissatisfied with large impersonal
corporations where the constant pressures of consolidation and cost
containment can hamper effective patient care.
NEOPS Holdings LLC and its affiliates including New England
Orthotic and Prosthetic Systems, LLC, filed for Chapter 11
protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11,
2017. The petitions were signed by David Mahler, its president and
CEO.
NEOPS Holdings estimated its assets at between $1 million and $10
million and its liabilities at between $10 million and $50 million.
New England Orthotic estimated its assets at up to $50,000 and
liabilities at between $1 million and $10 million.
Judge Ann M. Nevins presides over the case.
James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler &
Zeisler, P.C., serve as the Debtors' bankruptcy counsel. The
Debtors hired Daniel O'Brien as their restructuring and financial
advisor.
On July 21, 2017, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors. The committee hired
Blakeley LLP as counsel.
NORTHWEST ACQUISITIONS: Fitch Assigns 'BB-' Long-Term IDR
---------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term issuer Default
Rating (IDR) of 'BB-' to Northwest Acquisitions ULC. Fitch has also
assigned a 'BB/RR2' to the new $550 million senior secured second
lien notes due 2022 and a 'BB+/RR1' to the $200 million senior
secured first lien revolving credit facility. Proceeds of the notes
will be used together with a cash equity contribution from The
Washington Companies to acquire Dominion Diamond Corporation. After
the acquisition, Dominion Diamond is to be amalgamated into
Northwest Acquisitions ULC.
The revolver and notes are to be secured by diamond inventories and
stockpiles, equity in partially owned joint ventures, and equity
and development assets at the 100% owned Buffer JV. There are to be
restrictions on borrowing and asset pledges at the JV level thereby
reducing the risk of structural subordination.
The ratings reflect the issuer's modest size, concentrated
operations, variable production, industry concentration, Fitch's
expectation of low financial leverage, strong margins, negligible
country risk, and Fitch's expectation of positive free cash flow on
average. The Stable Rating Outlook reflects Fitch's expectation
that the issuer will complete the development of Misery Deep and
Sable.
KEY RATING DRIVERS
Variable Production Profile: Carats recovered at Ekati are expected
to be at a near-term peak of roughly 7 million carats through FY
2020 and then fall to roughly 5.5 million carats per year on
average, including production from the Sable and Misery Deep
projects currently under development, over the following five years
while production from the Jay pipe fully ramps up. Variability in
grade or quality of diamonds from new projects from those expected
from drilling and sampling can adversely impact expected cash
flows. Fitch calculates that the Ekati could sustain a 10% decline
in grade on average before negative rating sensitivities are
reached.
Fitch estimates that a one-year delay in the Sable or Misery Deep
projects could drive FFO net leverage above 2x in 2021 but that
leverage would fall back into acceptable levels for the rating
thereafter.
Diamond Market Dynamics: The issuer is the fourth largest rough
diamond producer in a market dominated by De Beers (37%) and ALROSA
(25%); the top five producers control 83% of the global market. On
a reserve basis, the issuer ranks third. In a demand contraction,
larger producers tend to manage supply while the issuer tends to
consistently offer its product to customers since, at about 7% of
the global market, it is unlikely to impact price. The market
benefits from expectations of deficits on the back of declining
production and the relatively small portion of the final jewellery
prices accounted for by rough diamond prices. Recent pricing trends
indicate that the rough diamond prices have stabilized.
Strong Margins: Costs per carat have been on a down trend with
further improvements expected from the issuer's efficiency programs
and improved grade through 2020. In 2016, average cash costs per
carat of $59 and $42 for Ekati and Diavik, respectively, compare to
the 2016 global median of over $110. Costs per carat are expected
to increase with the ramp up of new deposits but remain under $55
on average through 2022. Assuming no further deterioration in rough
diamond prices, EBITDA margins should average over 50%.
Low Financial Leverage: At close, total net debt-to-EBITDA is
expected to be less than 2x and Fitch expects leverage to decline
with strong earnings and accumulation of cash in advance of the
maturity of the notes. Fitch believes this leverage profile helps
mitigate the issuer's development and execution risk and business
risks associated with production variability, market prices, size
and concentration.
DERIVATION SUMMARY
Northwest Acquisitions ULC's IDR of BB- reflects its smaller size
and share of the rough diamond market relative to ALROSA. The 'BB-'
IDR also reflects the company's concentration, secured capital
structure, and financial leverage relative to better rated, small,
more diversified, precious metals peers Buenaventura at 'BBB-' and
Hochschild at 'BB+'.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Stable pricing environment over the rating horizon.
-- Stable USD/CAD exchange rate environment.
-- Sales at production levels.
-- Production profile is consistent with Dominion Diamond
Corporation's presentation dated May 23, 2017 titled
"Exploration Workshop". In particular, new production from
Misery Deep and Sable replaces some declines from existing
pipes.
-- No common stock dividends.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action (not anticipated over the next 12-18
months)
-- Expectations of an improved production profile beyond 2021.
-- Expectations of free cash flow generation on average.
-- A positive rating action on the IDR may not result in positive
rating actions on the instruments given ratings compression.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Failure of the diamond market to stabilize.
-- Substantial delays in development projects or material
reduction in expected grade therefrom.
-- Expectations of sustainably negative free cash flows.
-- FFO net leverage expected to be greater than 2x-2.5x by 2021.
LIQUIDITY
Sufficient Liquidity: Fitch anticipates that operations will be
generally FCF positive and that at close of the transaction,
availability under the revolver will be at least $100 million.
Fitch expects no debt maturities until the $550 million notes are
due in five years. Fitch believes that minimum cash on hand would
be about $50 million and that short term cash needs would result in
drawings under the revolver in FY 2019 when capex peaks. The
company has some flexibility given finished goods inventories
(valued at cost) of $149 million at the July 31, 2017. Dominion
Diamond Corporation had scant debt historically and has a $210
million secured revolver due to mature in April 2019.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings to Northwest Acquisitions
ULC:
-- IDR 'BB-';
-- First Lien Senior Secured Revolving Credit Facility 'BB+/RR1';
-- Senior Secured Second Lien Notes 'BB/RR2'.
The Rating Outlook is Stable.
NORTHWEST ACQUISITIONS: Moody's Assigns Ba3 CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Northwest
Acquisitions ULC, consisting of a Ba3 corporate family rating
(CFR), a Ba3-PD probability of default rating (PDR), a Ba1 first
lien secured rating, and a Ba3 second lien secured rating. The
ratings outlook is stable.
Northwest's proposed financing is comprised of a US$200 million
first lien secured revolving facility and US$550 million of second
lien notes due 2022. Proceeds will be used to fund its acquisition
of Dominion Diamond Corporation (announced on July 17), with the
transaction expected to close in Q4 2017.
The following summarizes rating action and Northwest's ratings:
Issuer: Northwest Acquisitions ULC
- Corporate Family Rating, Assigned Ba3
- Probability of Default Rating, Assigned Ba3-PD
- US$200 Million First Lien Secured Facility, Assigned Ba1 (LGD2)
- US$550 Million Senior Second Lien Secured Notes, Assigned Ba3
(LGD4)
Outlook, Assigned Stable
RATINGS RATIONALE
Northwest Acquisitions ULC's Ba3 CFR is driven by its expected low
leverage (adjusted debt/EBITDA of 1.2x at January 2018), good
mining jurisdiction (Canada), the established nature of the mining
operations, and strong market position as the fourth largest
diamond producer globally (~9 million carats/year), but constrained
by concentration risks (one mineral, two co-located mines) the
continual development costs of new kimberlite pipes, the
variability of mined diamond grades (size, quality, colour) and the
opaqueness of diamond pricing, including the managed supply-demand
characteristics of this luxury good.
The company has good liquidity (SGL-2), which includes an expected
cash balance of $35 million and an undrawn $200 million first lien
securing credit facility, following the completion of the proposed
financing and completion of the acquisition (late calendar 2017).
The credit facility will have covenants including maximum net debt
to EBITDA of 2.5x, with annual step downs and Moody's expects the
company will remain in compliance with ample cushion. Moody's also
expects Northwest to generate positive free cash flow of about $200
million in fiscal 2018 (Jan/18) but be near breakeven in fiscal
2019 as it spends to develop new kimberlite pipes, including Sable
and Jay.
The stable outlook reflects Moody's expectation that Northwest will
maintain its leverage below 1.5x and will fund the development of
new kimberlite pipes predominately with cash from operations. It
also incorporates Moody's views that the company will operate with
no future disruptions to operations.
The CFR could be upgraded to Ba2 if Northwest is able to
demonstrate a track record of consistent operations under its new
ownership and maintain adjusted EBIT margins above 30% (7% LTM
July17). An upgrade would also require the company to successfully
develop its planned new kimberlite pipes without cost overruns and
be funded primarily with cash flow. Adjusted debt/EBITDA would need
to be maintained below 1.5x (1.2x expected by 2018 fiscal yearend
at January 31, 2018, after acquisition closing).
The CFR could be downgraded to B1 if adjusted debt/EBITDA moves
above 2x or if the adjusted EBIT margin were likely to be sustained
below 15%, likely due to a deterioration in diamond prices, lower
mined grades, or operational challenges faced by the new owners, or
the company sees a deterioration of its liquidity profile.
The instrument ratings have been assigned pursuant to Moody's loss
given default assessment, although the Ba1 rating assigned to the
revolver has been reduced by one notch from the suggested model
outcome because of the lack of tangible asset security (share
pledges only).
Northwest Acquisitions ULC, ultimately owned by the Roy Dennis
Washington Trust, is acquiring Dominion Diamond Corporation, the
fourth largest diamond miner globally, supplying about nine million
carats/year of rough diamond assortments to the global market. It
owns an 89% interest in and operates the Ekati diamond mine and
holds a 40% ownership interest in the Diavik diamond mine, operated
by Rio Tinto plc., both located in the Northwest Territories of
Canada. The principal methodology used in these ratings was Global
Mining Industry published in August 2014.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
NORTHWEST ACQUISITIONS: S&P Assigns 'B+' CCR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' long-term corporate
credit rating to Canada-based Northwest Acquisitions ULC, an entity
affiliated with The Washington Companies. The outlook is stable.
S&P said, "At the same time, S&P Global Ratings assigned its 'BB'
issue-level rating and '1' recovery rating to the company's
proposed US$200 million first-lien senior secured credit facility.
The '1' recovery reflects our expectation of very high (90%-100%;
rounded estimate 95%) recovery in the event of default."
S&P Global Ratings also assigned its 'BB-' issue-level rating and
'2' recovery rating to the company's proposed US$550 million
second-lien senior secured notes. The '2' recovery reflects S&P's
expectation of substantial (70%-90%; rounded estimate 80%) recovery
in default.
S&P said, "The rating on Northwest primarily reflects our view of
the company's limited operating breadth related to the production
of rough diamonds exclusively from interests in two mines that
Dominion Diamond Corp. currently owns. On close of Northwest's
acquisition of Dominion Diamond (likely before calendar year-end
2017), the company's assets will consist of a 100% interest in
Dominion Diamond, the fourth-largest global producer of
diamonds--estimated at close to 10 million carats in fiscal 2018.
Dominion Diamond owns substantially all of the Ekati mine and 40%
of the Diavik mine (operated and 60% owned by Rio Tinto plc;
A-/Positive/A-1) in the Northwest Territories.
"The stable outlook reflects our expectation that Northwest will
generate and sustain FFO-to-debt of just over 30% in the next 12
months. We estimate he company will maintain relatively stable debt
levels over this period and fund its growth spending largely from
internally generated cash flows.
"A downgrade would occur if adjusted FFO-to-debt were to drop below
30% on a sustained basis in tandem with a material deterioration in
Northwest's free operating flows. In this scenario, we would expect
a significant decline in rough diamond prices, lower-than-expected
production due to unexpected operational issues at any of its
mines, or higher-than-expected capital expenditures.
"Although unlikely over the next 12 months, we could consider an
upgrade if the company generated and sustained an adjusted
FFO-to-debt ratio above 45% along with free operating cash
flow-to-debt of close to 10%. In this scenario, we would expect
stable or lower debt levels combined with higher-than-expected
production at cash costs below our current estimates. An
improvement in Northwest's business risk profile, likely from
increased operating breadth related to leverage-neutral
acquisitions, could also lead to an upgrade."
NOVATION COMPANIES: Wants Plan Exclusivity Extended to Dec. 29
--------------------------------------------------------------
NovaStar Mortgage LLC and NovaStar Mortgage Funding Corporation,
the remaining debtor-affiliates of Novation Companies, ask the U.S.
Bankruptcy Court for the District of Maryland to further extend the
exclusive period during which only the NMI and NMFC Debtors may
file a plan of reorganization and solicit acceptances of the plan
through and including Dec. 29, 2017, and Feb. 28, 2018,
respectively.
The NMI and NMFC Debtors have been operating under the protections
of Chapter 11 for approximately 14 months. They relate that the
Plan of Novation has been declared effective, and the Chapter 11
case for affiliate 2114 Central, LLC, has been dismissed. Citing a
BankruptcyData.com report, the Troubled Company Reporter on Aug. 2,
2017, said Novation Companies' Second Amended Joint Chapter 11 Plan
of Reorganization became effective, and the Company emerged from
Chapter 11 protection. The Court confirmed the Plan on June 12,
2017.
On Aug. 3, 2017, the Court entered a third order extending, nunc
pro tunc to June 27, 2017, the Exclusive Filing Period through and
including Sept. 30, 2017, and the Exclusive Solicitation Period
through and including Nov. 30, 2017. On Sept. 15, 2017, the
Debtors filed a motion to allocate fees and expenses of estate
professionals, which seeks authority to allocate fees and expenses
of estate professionals among the Debtors. The Allocation Motion,
if granted, would have an important impact on the distribution of
assets of the Remaining Debtors.
On Sept. 25, 2017, the Court entered an order dismissing Chapter 11
case of 2114 Central, LLC (Case No. 16-19749), effective as of even
date.
The remaining Debtors (namely, NMI and NMFC) are parties to certain
pending litigation and legal proceedings. The litigation include
(i) an action brought by Deutsche Bank National Trust Company
against NMI in New York Supreme Court, which is to proceed in the
state court or any other court of applicable jurisdiction pursuant
to the confirmation court order and (ii) an action brought by
National Credit Union Administration Board against NMFC in the
District of Kansas.
The NMI and NMFC Debtors assure the Court that they are now poised
to propose their own plan, and the exclusivity extension is thus
necessary.
According to the Debtors, their Chapter 11 cases qualify as large
and complex. These jointly-administered cases consist of four
Debtors that were actively engaged in the businesses of mortgage
lending and finance and tax refund processing; facilitating the
securitization and sale of loans, and providing services to income
tax preparers that allowed the preparer to settle income tax
refunds in various forms for the tax provider. Until the Effective
Date, the Debtors' efforts were largely concentrated on negotiating
a plan for Novation and its creditors: Novation had recently
undergone significant turnover on its board of directors and had
significant NOL's, in excess of $700 million, which the Debtors
have been focused on preserving. Moreover, Novation's Plan
provided for the consummation of the HCS Transaction, requiring
significant efforts on the part of the Debtors. Now that the
Debtors have effectuated Novation's Plan, the Remaining Debtors can
shift their efforts to proposing a plan that considers the impact
of the remaining Litigation and the most advantageous way to pay
all of their remaining creditors.
The Debtors tell the Court that to date, they have made substantial
good faith progress in these Chapter 11 cases. The Debtors'
operations are performing well and the Debtors have achieved
stabilized cash flows. The Debtors filed monthly operating reports
evidence the same. The Debtors have also timely paid all U.S.
Trustee fees and administrative claims are current.
An extension of the Exclusive Periods will permit the Remaining
Debtors and their creditors to make additional progress towards an
exit from Chapter 11. The Debtors have endeavored, through regular
interaction with the Creditors' Committee, and their professionals,
to establish and maintain a cooperative working relationship. The
Remaining Debtors are not seeking the extension to delay
administration of the Chapter 11 cases or to exert pressure on
their creditors. To the contrary, the Remaining Debtors request an
extension to continue the orderly, efficient and cost-effective
Plan process. In light of the foregoing, an extension of the
Exclusive Periods is necessary, prudent and in the best interests
of the Debtors and their estates.
Additionally, termination of the Exclusive Periods would adversely
impact the Remaining Debtors' ability to maximize value. If this
Court were to deny the Remaining Debtors' request for an extension
of the Exclusive Periods, any party in interest would be free to
propose a plan for each of the Remaining Debtors, potentially
causing the Remaining Debtors to expend resources to address
competing plans. The fractured process could result in additional
litigation for the Remaining Debtors and increased administrative
expenses that would only serve to decrease recoveries to the
Remaining Debtors' creditors and delay the Remaining Debtors'
ability to confirm a plan in these cases. The Debtors warn that
denying the extension could critically impair the Remaining
Debtors' ability to successfully liquidate and administer the
claims process, with no resulting benefit to the Remaining Debtors'
estates, creditors, employees, customers and other stakeholders.
About Novation Companies
Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the
process of implementing its strategy to acquire operating
businesses or making other investments that generate taxable
earnings.
Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities. At the height of its business, the
Company originated more than $11 billion annually in mortgage
loans. After ceasing lending operations and completed a sale of
its servicing portfolio amidst the housing collapse in 2007, the
Company has been engaged in the business of acquiring various
businesses.
Novation Companies and certain of its subsidiaries filed voluntary
petitions for chapter 11 business reorganization in Baltimore,
Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016.
In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.
The cases are assigned to Judge David E. Rice.
The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors
also hired Orrick, Herrington & Sutcliffe LLP as special litigation
counsel; Holland & Knight LLP as Investment Company Act compliance
counsel; and Deloitte Tax LLP as tax service provider.
On Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has hired
Hunton & Williams LLP, as counsel; Alvarez & Marsal Valuation
Services, LLC, as valuation expert; and Tactical Financial
Consulting, LLC, as expert advisor.
OFFSHORE SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Offshore Specialty Fabricators, LLC
fka Offshore Specialty Fabricatores, Inc.
20445 State Highway 249, Suite 280
Houston, TX 77070
Type of Business: Offshore Specialty Fabricators provides
decommissioning project management utilizing its
heavy lift derrick barges for the installation
and removal of oil & gas facilities in the Gulf
of Mexico. The Company's fleet includes the
derrick barges William Kallop (1765 short tons)
and Swing Thompson (1320 short tons), which can
be used in tandem to lift up to 3,080 short
tons. The Company's facility is located at
115 Menard Rd. in Houma, Louisiana. Offshore
Specialty has been providing offshore
construction solutions to the international and
domestic oil and gas industry for over 20 years.
For more information, please visit the Company's
Web site at http://www.osf-llc.com
Chapter 11 Petition Date: October 1, 2017
Case No.: 17-35623
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Kyung Shik Lee, Esq.
DIAMOND MCCARTHY LLP
909 Fannin, Ste 1500
Houston, TX 77010
Tel: 713-333-5125
Fax: 713-333-5195
E-mail: klee@diamondmccarthy.com
Estimated Assets: $50 million to $100 million
Estimated Debts: $10 million to $50 million
The petition was signed by Tammy Naron, CEO. A full-text copy of
the petition is available for free at:
http://bankrupt.com/misc/txsb17-35623.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Upstream Brokers Trade Debt $1,062,265
2020 N. Memorial Way
Houston, TX 77007
Alliance Heavy Lift, LLC Trade Debt $488,693
PO Box 999
Larose, LA 70373
Price Forbes Trade Debt $451,417
3 Minister Ct., 6th Floor
Mincing Lane
London EC3R 7PD England
Retif Oil & Fuel, LLC Trade Debt $401,519
PO Box 62600
Dept. #2000
New Orleans, LA 70162-2600
Tidelands Adjustment Services, Inc. Trade Debt $254,019
610 S. Tyler Street
Covington, LA 70133
Premier Offshore Catering, Inc. Trade Debt $230,142
Koch & Schmidt, LLC Trade Debt $163,403
Rouse's Enterprises, LLC Trade Debt $158,083
Abrado, Inc. Trade Debt $155,241
Phelps Dunbar, LLP Trade Debt $128,169
Steamship Mutual Underwriting Assoc. Trade Debt $127,583
Tidelands Adjustment Service Trade Debt $120,738
C.E. Oil Tool & Supply, Inc. Trade Debt $115,051
Proserv Offshore Trade Debt $110,879
Grand Isle Shipyard, Inc. Trade Debt $104,591
Inner Parish Security Trade Debt $102,149
Cataraman, Inc. Trade Debt $100,913
Oil States Industries, Inc. Trade Debt $89,723
Demex International, Inc. Trade Debt $84,221
Bourgeois Bennett LLC Trade Debt $80,960
OKK EQUIPMENT: Taps Leslie Ainsworth as Broker
----------------------------------------------
OKK Equipment, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to hire a broker.
The Debtor proposes to employ Leslie Ainsworth, a broker based in
Denver, Colorado, to sell equipment during its Chapter 11 case.
Ms. Ainsworth will receive $7,000 from an upcoming sale of the
Debtor's equipment. If additional equipment is sold, the broker's
commission will be detailed in any associated sale motion.
In a court filing, Ms. Ainsworth disclosed that she is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
Ms. Ainsworth maintains an office at:
Leslie Ainsworth
11958 West 66th Lane
Arvada, CO 80004
About OKK Equipment
Located at 20160 West 191st Street Spring Hill, Kansas, OKK
Equipment LLC is a Kansas Limited Liability Company wholly owned by
KOK Holdings, LLC.
ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kans. Case Nos. 17-21770 to 17-21774) on
Sept. 14, 2017. The Debtors have sought joint administration of
their Chapter 11 cases.
The five debtors have the same common owners and business
operation. ACI-Kansas, ACI-Oklahoma and ACI–Lincoln function as
concrete pouring companies in their respective states. OKK serves
as the common equipment ownership company for all ACI companies.
KOK serves as the parent holding company of the various companies
and also functions as the payroll processor for the related ACI
companies. The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.
Counsel for the Debtors:
Bradley D. McCormack, Esq.
The Sader Law Firm
2345 Grand Boulevard, Suite 2150
Kansas City, Missouri 64108
Tel: (816) 561-1818
Fax: (816) 561-0818
Email: bmccormack@saderlawfirm.com
OM SHANTI: May Use Cash Collateral for 6 Months; Hearing on Oct. 26
-------------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana has authorized Om Shanti Om Three,
LLC, to use cash collateral in accordance with the six-month cash
flow projections and budget.
A final hearing on the Debtor's cash collateral use will be held on
Oct. 26, 2017, at 10:30 a.m.
As reported by the Troubled Company Reporter on Sept. 29, 2017, the
Debtor sought final authorization from the court to use cash
collateral based upon the six-month cash flow projections.
Federal Deposit Insurance Corporation is granted a replacement lien
on the Debtor's postpetition room rental receipts and personal
property; and adequate protection payments in the amount of $6,266
will be paid to FDIC commencing Dec. 5, 2017, and continuing
pending further court order.
A copy of the Order is available at:
http://bankrupt.com/misc/lawb17-20833-37.pdf
About Om Shanti Om Three
Om Shanti Om Three, LLC, owns a 78-room hotel known as Fairfield
Inn and Suites located at 1530 MLK Drive, Houma, Louisiana. The
hotel provides complimentary Wi-Fi, plus a newly renovated fitness
center, and an indoor heated pool. The hotel, together with all
FF&E, linens, office equipment, appliances, and all other equipment
and goods required to operate the hotel property, is valued at $1.5
million.
Om Shanti Om Three sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 17-20833) on Sept. 5,
2017. Nimesh Zaver, managing member, signed the petition.
The Debtor disclosed $1.51 million in assets and $4.73 million in
liabilities as of the bankruptcy filing.
Judge Robert Summerhays presides over the case.
Wade N. Kelly, Esq., represents the Debtor.
ONSITE TEMP: Unsecureds to be Paid 10% over 5 Years in Latest Plan
------------------------------------------------------------------
General unsecured creditors of Onsite Temp Housing Corp. will be
paid 10% of their claims under its latest plan to exit Chapter 11
protection.
The restructuring plan proposes to pay creditors holding Class 49
general unsecured claims and deficiency claims in equal monthly
installments, without interest, over 60 months. Payments will
start on the first day of the first month after the effective date
of the plan.
Class 49 is impaired and holders of these claims are entitled to
vote on the plan.
The plan will be funded initially by OTHC's cash on hand and "new
value" contribution in the amount of $300,000. The contribution
will be used to make payments due on the effective date of the plan
and to provide a capital reserve.
After the effective date, the plan will be funded by the continued
operations of the reorganized OTHC, according to its latest
disclosure statement filed on September 21 with the U.S. Bankruptcy
Court in Arizona.
A copy of the amended disclosure statement is available for free
at:
http://bankrupt.com/misc/azb16-10790-328.pdf
About Onsite Temp
Onsite Temp Housing Corporation, based in Phoenix, Arizona,
provides temporary housing solutions to the insurance,
construction, mining and natural disaster sectors in the form of RV
travel trailers.
Onsite Temp Housing filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 16-10790) on Sept. 20, 2016. The petition was signed by
Donald Kaebisch, authorized representative.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities.
The Hon. Paul Sala presides over the case.
Harold E. Campbell, Esq., at Campbell & Coombs, P.C., serves as
bankruptcy counsel. Timothy H. Shaffer of Clotho Corporate
Recovery LLC, Morris Anderson & Associates was named chief
restructuring officer. Henry and Horne, LLP, was tapped to provide
financial consulting services.
No official committee of unsecured creditors has been appointed in
the case.
PACIFIC 9: Asks Court to Approve Disclosure Statement
-----------------------------------------------------
Pacific 9 Transportation, Inc., asked the U.S. Bankruptcy Court for
the Central District of California to approve the disclosure
statement, which explains the Chapter 11 plan of reorganization it
jointly proposed with the official committee of unsecured
creditors.
In its motion, Pacific 9 also asked the court to set a hearing for
confirmation of the restructuring plan, authorize the company to
solicit votes and set a deadline for creditors to vote.
Under U.S. bankruptcy law, the proponent of a Chapter 11 plan must
get court approval of its disclosure statement to begin soliciting
acceptances from creditors. The document must contain adequate
information to enable creditors to make an informed decision about
the plan.
Pacific 9 and the committee filed the restructuring plan and
disclosure statement on September 21.
About Pacific 9 Transportation
Pacific 9 Transportation, Inc. is a trucking company located in Los
Angeles, California that provides trucking services throughout
California. The Company rents real property located at 21900 S.
Alameda Street, Los Angeles, CA 90810 for the premises used to
store its trucks, trailers, ocean containers, and legally related
equipment. As of Sept. 1, 2016, it began using the premises as its
office and principal place of business.
Pacific 9 sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 16-15447) on April 26, 2016. The
petition was signed by Le Phan, CFO. The Debtor estimated both
assets and liabilities in the range of $1 million to $10 million.
The case is assigned to Judge Julia W. Brand.
The Debtor hired Haberbush & Associates LLP as its general
bankruptcy counsel; and The Law Firm of Atkinson, Andelson, Loya,
Ruud & Romo as its special counsel.
On June 14, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Danning, Gill, Diamond & Kollitz, LLP, as local counsel, and Armory
Consulting Company as financial advisor.
PACIFIC 9: Disclosure Statement Hearing Continued to Oct. 12
------------------------------------------------------------
Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central
District of California has continued to October 12 at 10:00 a.m.
the hearing to consider approval of the disclosure statement
explaining the Chapter 11-exit plan for Pacific 9 Transportation,
Inc.
At the Oct. 12 hearing, the Court will also hold a Scheduling and
Case Management Conference.
The Debtor and the Official Committee of Unsecured Creditors filed
on Sept. 21 an Amended Disclosure Statement and Amended Chapter 11
Joint Plan of Reorganization.
About Pacific 9 Transportation
Pacific 9 Transportation, Inc., is a trucking company located in
Los Angeles, California that provides trucking services throughout
California. The Company rents real property located at 21900 S.
Alameda Street, Los Angeles, CA 90810 for the premises used to
store its trucks, trailers, ocean containers, and legally related
equipment. As of Sept. 1, 2016, it began using the premises as its
office and principal place of business.
Pacific 9 sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 16-15447) on April 26, 2016. The
petition was signed by Le Phan, CFO. The Debtor estimated both
assets and liabilities in the range of $1 million to $10 million.
The case is assigned to Judge Julia W. Brand.
The Debtor hired Haberbush & Associates LLP as its general
bankruptcy counsel; and The Law Firm of Atkinson, Andelson, Loya,
Ruud & Romo as its special counsel.
On June 14, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Danning, Gill, Diamond & Kollitz, LLP, as local counsel, and Armory
Consulting Company as financial advisor.
PAVEMENT MARKINGS: May Use Cash Collateral Through Nov. 13
----------------------------------------------------------
The Hon. Terry L. Myers of the U.S. Bankruptcy Court for the
District of Idaho has authorized Pavement Markings Northwest, Inc.,
to use cash collateral of Bank of the West, Berkley Insurance
Company, Secured Lender, Idaho Lines & Signs, LLC, through the
final hearing on Nov. 13, 2017.
A final hearing on the Debtor's cash collateral use will be held on
Nov. 13, 2017, at 1:30 p.m.
As reported by the Troubled Company Reporter on Aug. 25, 2017, the
Debtor sought court authorization to use cash collateral on an
emergency and continuing basis in order to pay the ongoing expenses
set forth in the budget while the Chapter 11 case is pending and
its reorganization plan is approved.
The Stipulating Creditors will maintain adequate protection liens
on all postpetition collateral to the same extent as existed
prepetition to the extent of cash collateral actually used by the
Debtor. The Adequate Protection Liens are granted in addition to
any and all security interests, liens and rights of set-off
existing in favor of each applicable Stipulating Creditor on the
petition date and are valid, perfected, effective and enforceable
without the necessity of any further action under otherwise
applicable law or the execution of any further instruments.
The Debtor will provide an adequate protection payments of $20,000
each to Primary Lender by Oct. 10, 2017, and Nov. 10, 2017, to be
applied to accrued and accruing debt service obligations to Primary
Lender as Primary Lender may direct.
A copy of the Order is available at:
http://bankrupt.com/misc/idb17-01071-63.pdf
About Pavement Markings Northwest
Pavement Markings Northwest, Inc., provides highway, street, and
bridge construction services. Pavement Markings Northwest filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 17-01071) on Aug. 15,
2017. The petition was signed by Greg Harp, president. The case
is assigned to Judge Terry L Myers. The Debtor is represented by
Matthew Todd Christensen, Esq., at Angstman Johnson, PLLC. At the
time of filing, the Debtor disclosed $2.21 million in assets and
$2.82 million in liabilities.
PENN AIR NOTCH: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Penn Air Notch Services, Inc.,
as of Sept. 28, according to a court docket.
About Penn Air Notch Services Inc.
Penn Air Notch Services, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10770) on July
24, 2017, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Lawrence W. Willis,
Esq., at Willis & Associates.
PETCO ANIMAL: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under Petco Animal Supplies is
a borrower traded in the secondary market at 83.90
cents-on-the-dollar during the week ended Friday, September 22,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.0 percentage points from
the previous week. Petco Animal pays 325 basis points above LIBOR
to borrow under the $2.506 billion facility. The bank loan matures
on Jan. 26, 2023 and carries Moody's NR rating and Standard &
Poor's B rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended September 22.
PETSMART INC: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under Petsmart Inc is a
borrower traded in the secondary market at 86.15
cents-on-the-dollar during the week ended Friday, September 22,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.89 percentage points from
the previous week. Petsmart Inc pays 300 basis points above LIBOR
to borrow under the $4.246 billion facility. The bank loan matures
on March 10, 2022 and carries Moody's Ba3 rating and Standard &
Poor's B rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended September 22.
PHH CORP: S&P Alters Outlook to Stable & Affirms 'B-' ICR
---------------------------------------------------------
S&P Global Ratings said it revised its outlook on PHH Corp. to
stable from negative. S&P also affirmed its 'B-' issuer credit and
'B' unsecured debt ratings.
S&P said, "Our stable outlook is based on the company's strong
liquidity position, including $700 million of cash and equivalents
excluding cash held at VIEs as of August 2017, and a potential for
approximately $390 million from further sales of mortgage servicing
rights (MSRs)and the monetization of their investment in PHH Home
Loans Joint Venture. Though the company plans to return excess cash
to shareholders and has earmarked cash to pay down the remaining
$119 million of unsecured debt, the company will continue to assess
the appropriateness of any unsecured debt as part of its future
capital structure.
"Our current ratings on PHH reflect execution risks that remain as
the company focuses on its subservicing and portfolio retention
businesses. Though the company has made significant progress in
their pivot to PHH 2.0, there are significant challenges remaining
as the company tries to scale the business and increase
profitability.
"The stable outlook reflects our expectation that the company will
maintain sufficient liquidity to make a default event unlikely. At
the same time, we view the long-term viability of the company's
fundamental business model for PHH 2.0 as uncertain.
"We could lower the rating in the next 12 months if capital actions
or operating losses result in substantially reduced liquidity or
lower capital without a corresponding reduction in debt.
"If PHH is able to scale its PHH 2.0 business model by growing
their subservicing portfolio from new or existing clients to
generate positive EBITDA, we could raise the rating in the next 12
months."
PLAINS ALL: Fitch Rates Series B Preferred Equity Units 'BB'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Plains All American
Pipeline, LP's (PAA) proposed offering of Series B
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred
Units. The Series B Preferred Units will represent perpetual equity
interest in PAA and will rank junior to all of its existing and
future indebtedness, pari passu to its existing Series A Preferred
Units, and senior to its common units.
Proceeds from the offering are expected to be used to repay amounts
outstanding under the credit facilities and commercial paper
program and for general partnership purposes, which may include,
among other things, repayment of indebtedness, acquisitions,
capital expenditures and additions to working capital. Fitch
applies 50% equity credit to both the Series A and Series B
perpetual Preferred Units in Fitch's financial metric calculations
as outlined in Fitch's "Non-Financial Corporates Hybrids Treatment
and Notching Criteria" (April 2017).
Fitch has also affirmed PAA's Long-term Issuer Default Rating (IDR)
and senior unsecured ratings at 'BBB-' and its short-term and
commercial paper rating at 'F3.' The Rating Outlook remains
Negative.
Fitch believes the recently announced plan to cut distribution and
lower leverage to be credit positive but remains concerned that
weaker than expected volumes, lower or range bound commodity prices
and differentials at or near current levels could continue to weigh
on operating results and lead to high sustained leverage. Fitch
would likely revise the Rating Outlook to Stable if PAA continues
to execute on its remaining asset sales, lowers gross debt and
shows progress that 2018 volumes and EBITDA are trending towards
management's guided range.
KEY RATING DRIVERS
Beneficial Size & Scale: PAA's operations are located in all of the
major U.S. and Canadian crude production areas and at substantially
all of the inland and coastal crude oil terminals and interchanges.
PAA's assets span the full crude oil midstream value chain for all
regions in which they operate providing competitive advantages and
an ability to capture incremental revenue for midstream services
across their system. PAA has been a long-time operator in the crude
midstream space, with long-term relationships with most of its
customer base. The size and span of PAA's system should provide
incremental growth opportunities for PAA across its asset base.
PAA's transportation and facilities business segments are composed
of strong, low-business risk assets with strong operating
characteristics that are expected to have modest EBITDA and cash
flow growth over the next 2 years. PAA's asset base spans all of
the major oil production basins and most of the critical crude
demand centers in the U.S. and Canada. PAA's fee-based revenue
growth is supported by new projects with substantial minimum volume
commitments from primarily investment grade counterparties. These
projects are expected to provide revenue growth even with near term
commodity price volatility and continued weakness in PAA's Supply
and Logistics operations.
Overcapacity and Volume Risks: Overcapacity and volume exposure are
key concerns for PAA. Its fee-based business with minimum volume
commitments will provide cash flow stability in the near term, with
support from expected volume growth across PAA's Permian focused
assets. However, declining exploration and production (E&P)
budgets, reduced contango opportunities, and flattened basis
differentials have the potential to drive further delays or
pullbacks in PAA's midstream volumes as well as continued weakness
in S&L and keep leverage elevated.
High Leverage: PAA's leverage is high relative to similarly rated
midstream MLP issuers. With the continued underperformance in PAA's
Supply and Logistics operations Fitch expects PAA's leverage as
defined as debt/Adj. EBITDA of 5.5x to 6.0x for 2017 well above
prior expectations. Fitch does expect leverage improvements in 2018
as fixed fee revenues and cash flows from growth projects primarily
at PAA's Transportation operation ramp up.
Fitch believes that PAA's announced distribution cut and plan to
address its leverage to be a credit positive, but remains concerned
regarding recent earnings performance. Fitch expects 2018 debt/adj.
EBITDA for 2018 of between 4.75x and 5.0x, with the recognition
that while much of this improvement is being driven by fixed fee
revenue sources there does remain potential for volumetric weakness
which could negatively impact earnings in the near term. Fitch is
concerned that lower or range bound commodity prices and
differentials at or near current levels could continue to weigh on
operating results and lead to high sustained leverage.
Distribution Cut Drives Leverage Improvement: PAA's 45%
distribution cut to $1.20/unit along with its plan to fund capital
needs with asset sales and this preferred equity offering will help
PAA manage its leverage down over the next several quarters.
Distribution coverage is expected to remain well above 1.0x as PAA
looks to cut gross debt (excluding preferred equity) from $11.4
down to $9.4 billion by the end of 1Q 2019.
DERIVATION SUMMARY
PAA's leverage (2017 leverage in the 5.5x to 6.0x) is high on a
relative to 'BBB-' rated, crude oil and refined products pipeline
focused peer Buckeye Partners, LP, which Fitch expects to have
leverage in the 4.5x to 4.8x range for 2017. However, its asset
base is larger and more diverse. PAA's operations are well
positioned to take advantage of Permian region crude production
growth, but its Supply and Logistics operations are expected to
remain challenged. Roughly 90% of the company's earnings and cash
flow for 2017 and 2018 are expected to be generated from its fixed
fee transportation and facilities operating segments providing much
needed cash flow stability, though a portion of these businesses
are still subject to volumetric risk. PAA's operations are smaller
and less diverse than larger 'BBB-' rated MLP and Midstream C-corp
names such as Energy Transfer Partners, LP, and Kinder Morgan,
Inc., which also have elevated leverage.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Distribution cut of 45% to $1.20/unit on annual basis for
balance of 2017, and all of 2018, with marginal growth in
distribution beyond $1.20/year for the forecast period beyond
2018.
-- Capital spending of between $750mm and $1.1 billion 2017
through 2020. Returns on projects assumed in the 6x to 8x
multiple range.
-- WTI oil price that trends up from $50/barrel in 2017 to a
long-term price of $62.50/barrel; Henry Hub gas that trends up
from $2.75/mcf in 2017 to a long-term price of $3.25/mcf.
-- Asset sales consistent with management guidance for 2017 &
2018.
-- Preferred equity offering completed in 2017 to help meet
funding needs.
-- Supply and Logistics providing $0-$75 million in EBITDA
contribution on an annual basis for the forecast period.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
Fitch would likely revise the Rating Outlook to Stable if PAA
successfully executes on its remaining asset sales and plans to
lower gross debt and evidence that 4Q 2017 and FY 2018 operating
and EBITDA performance is trending towards management's guided
range.
-- Leverage improvements, with PAA leverage (total debt/Adj.
EBITDA) below 4.5x on a sustained basis with distribution
coverage sustained above 1.0x could lead to a positive ratings
action.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Leverage expected above 5.0x in 2018 and beyond.
-- Distribution coverage sustained below 1.0x.
-- Deterioration or significant delay in volumes across PAA's
Transportation or Facilities segments leading to lower
profitability for those segments.
-- Inability or unwillingness to fund capital needs with capital
other than debt (asset sales, common equity, preferred equity,
joint venturing, etc.).
LIQUIDITY
Liquidity Adequate: PAA's liquidity is adequate. The company has a
$3 billion commercial paper program backstopped by its $1.6 billion
unsecured revolving credit facility and its $1.4 billion senior
secured hedged inventory credit facility. In total, PAA has access
to $4 billion in revolving credit facilities, with combined
availability as of June 30, 2017 of $2.76 billion. The senior
unsecured revolving credit facility, senior secured hedged
inventory facility and senior unsecured 364-day revolving credit
facility treat a change of control as an event of default and also
require PAA to maintain a debt-to-EBITDA coverage ratio that, on a
trailing four-quarter basis, will not be greater than 5.0 to 1.0
(or 5.5 to 1.0 through and including the period ending Dec. 31,
2017 and thereafter during an acquisition period- generally, the
period consisting of three fiscal quarters following an acquisition
greater than $150 million). For covenant compliance purposes,
consolidated EBITDA includes adjustments, including those for
material projects and non-recurring expenses. Additionally, letters
of credit and borrowings to fund hedged inventory and margin
requirements are excluded when calculating the debt coverage ratio.
This provides a good margin of comfort that PAA will remain in
compliance with its covenants.
A default under PAA's credit facilities would permit the lenders to
accelerate the maturity of the outstanding debt. As long as the
company is in compliance, its ability to make distributions of
available cash is not restricted. As of June 30, 2017, PAA was in
compliance with all of its covenants, and Fitch expects the company
to maintain compliance throughout Fitch's forecast period of
2017-2019.
FULL LIST OF RATING ACTIONS
Fitch assigns the following rating:
Plains All American Pipeline, LP
-- Series B Preferred Equity Units 'BB'.
Fitch affirms the following ratings:
Plains All American Pipeline, LP
-- Long-term Issuer Default Rating (IDR) at 'BBB-';
-- Senior unsecured rating at 'BBB-';
-- Short-term IDR at 'F3';
-- Commercial Paper rating at 'F3'.
The Rating Outlook remains Negative.
PLAINS ALL: Moody's Assigns Ba1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Plains All
American Pipeline LP.'s proposed Series B Perpetual Preferred Units
and affirmed its Ba1 Corporate Family Rating (CFR), Ba1-PD
Probability of Default Rating, Ba1 senior unsecured rating, (P)Ba1
senior unsecured shelf rating, SGL-3 Speculative Grade Liquidity
rating and its and Plains Midstream Canada ULC's (PMC)'s Not Prime
US commercial paper program ratings. The rating outlook is stable.
The proposed preferred units are rated Ba3, two notches below the
Ba1 CFR, reflecting their subordination to all of the company's
existing senior unsecured notes and the unsecured revolving credit
facility.
Assignments:
Issuer: Plains All American Pipeline L.P.
-- Pref. Stock Preferred Stock, Assigned Ba3(LGD6)
Outlook Actions:
Issuer: Plains All American Pipeline L.P.
-- Outlook, Remains Stable
Affirmations:
Issuer: Plains All American Pipeline L.P.
-- Probability of Default Rating, Affirmed Ba1-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
-- Senior Unsecured Shelf, Affirmed (P)Ba1
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1(LGD4)
-- Senior Unsecured Commercial Paper, Affirmed NP
Issuer: Plains Midstream Canada ULC
-- Senior Unsecured Commercial Paper, Affirmed NP
RATINGS RATIONALE
Plains' Ba1 corporate family rating reflects 1) continued
challenges in growing EBITDA as expected despite spending an
estimated $8.4 billion on growth capex in the last five years, 2) a
history of reactive, slow and minimal changes to address high
leverage, and 3) a lack of confidence by Moody's in management's
ability to execute on their forecasts. The rating is supported by
midstream assets across key North American oil-producing regions.
Moody's expects Plains to continue to experience challenges in
turning growth capital into higher EBITDA and meaningfully lower
leverage as it continues to be challenged by low gathering margins
and very weak optimization results as newly constructed pipeline
capacity places pressure on margins.
Plains has adequate liquidity (SGL-3). Liquidity is particularly
important to Plains given the significant working capital
requirements for its supply and logistics segment and the
high-distribution MLP model. With Moody's adjusted EBITDA of about
$2.5 billion through June 2018, $1.2 billion of capex (including
$200 million of maintenance capital), approximately $600 million of
interest expense and taxes, around $1.1 billion of distributions,
free cash flow will be negative $400 million and Plains' will also
need to fund a $600 million Q2 2018 debt maturity. This aggregate
$1 billion funding need will met with a mix of debt, preferred
share issuance and asset sales proceeds.
The stable outlook reflects Moody's view that currently high
adjusted leverage of about 5.6x will moderate towards 4.5x through
2018, of which ½ turn of leverage is attributable to full equity
treatment of its' preferreds as a speculative grade company,
compared to 50% equity treatment when it was investment grade.
The Ba1 CFR could be downgraded if it appears that Plains will not
be able to reduce debt to EBITDA to a level sustainably below 5.5x
(5.6x at June17) or distribution coverage remains below 1x (0.9x at
June17).
The Ba1 rating could be upgraded if 1) Plains realizes predictable
and sustainable growth in EBITDA without reliance on its
optimization activities, 2) adjusted debt to EBITDA, excluding
optimization activity, appears to be comfortably sustainable below
4.5x (5.6x at June17), and 3) the timing and magnitude of future
growth in distributions is clear and the then-expected distribution
coverage will be sustainable above 1.25x (0.9x at June17).
Plains All-American Pipeline L.P., headquartered in Houston, Texas,
is engaged in the transportation, terminalling and storage of crude
oil, natural gas liquids and natural gas throughout North America.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
PLAINS ALL: S&P Rates New Series B Preferred Stock 'BB'
-------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' issue-level rating to
Plains All American Pipeline L.P.'s proposed series B
fixed-to-floating rate cumulative redeemable perpetual preferred
units.
S&P's assigned intermediate equity credit (50%) to the issuance
because it believes that Plains meets its requirements for
permanence, subordination, and deferability. Plains intends to use
the net proceeds to repay amounts outstanding under the credit
facilities and commercial paper program and for general partnership
purposes, which may include the repayment of debt, acquisitions,
capital spending, and working capital purposes.
Houston-based Plains All American is a midstream energy master
limited partnership that primarily owns and operates crude oil
pipeline, storage, and marketing assets. The corporate credit
rating on Plains All American is 'BBB-' and the outlook is negative
(see the research update on Plains published on Aug. 28, 2017).
Ratings List
Plains All American Pipeline L.P.
Corporate credit rating BBB-/Negative
New Rating
Plains All American Pipeline L.P.
Series B preferred stock BB
PORTRAIT INNOVATIONS: Hires Rayburn Cooper & Durham as Counsel
--------------------------------------------------------------
Portrait Innovations, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of North Carolina to employ Rayburn Cooper & Durham, P.A. as their
counsel.
The professional services Rayburn Cooper are to render as counsel
are:
a. provide the Debtors legal advice with respect to their
powers and duties as debtors in possession in the continued
operation of their business and management of their properties;
b. assist in taking all necessary action to protect and
preserve the Debtors' estate, including the prosecution of actions
on the Debtors' behalves, the defense of any actions commenced
against the Debtors, the negotiation of disputes in which the
Debtors are involved, and the preparation of objections to claims
filed against the Debtors' estates;
c. prepare or assist in preparing on behalf of the Debtors all
necessary schedules, statements, applications, answers, orders,
reports, motions and notices in connection with the administration
of the estates of the Debtors;
d. appear before the Court and such other courts as may be
appropriate to represent the interest of the Debtors in matters
that require representation and to represent and assist the Debtors
in negotiations with other parties in interest in the cases;
e. advise and assist in formulating and preparing a plan of
reorganization on behalf of the Debtors, the related disclosure
statement, and any revisions, amendments relating to such
documents, and all related materials; and
f. perform other legal services for Debtors which may be
necessary in the case.
John R. Millers, Jr., a member of the firm Rayburn Cooper & Durham
P.A., attests that the firm is a disinterested person as that term
is defined in section 101(14) of the Bankruptcy Code.
The firm's professionals and their 2017 hourly rates are:
Paul R Baynard $395
W. Scott Copper $395
Albert F. Durham $550
Ross R. Fulton $335
James B. Gatehouse $340
G. Kirkland Hardymon $340
David S. Melin $310
John R Miller, Jr. $375
C. Richard Rayburn, Jr. $675
Benjamin E. Shook $270
Tory I. Summey $235
Paralegals $160
The Firm can be reached through:
John R. Miller, Jr., Esq.
Paul R. Baynard, Esq.
Benjamin E. Shook, Esq.
RAYBURN COOPER & DURHAM, P.A.
1200 The Carillon, 227 West Trade Street
Charlotte, NC 28202
Tel: 704-334-0891
E-mail: jmiller@rcdlaw.net
pbaynard@rcdlaw.net
bshook@rcdlaw.net
About Portrait Innovations
Based in Charlotte, North Carolina, Portrait Innovations Inc. --
http://www.portraitinnovations.com/-- provides in-studio
photography sessions to consumers on both a walk-in and appointment
basis. The Company offers a variety of portrait packages and other
products such as canvases, mugs, calendars and holiday cards to its
customers after the session's completion, as well as through its
online portal, http://www.portraits.com/ As of Sept. 1, 2017,
Portrait operated more than 119 studios in 31 states.
On Sept. 1, 2017, Portrait Innovations, Inc. and parent Portrait
Innovations Holding Company filed voluntary petitions under the
provisions of Chapter 11 of the United States Bankruptcy Code
(Bankr. W.D.N.C. Lead Case No. 17-31455). The petitions were
signed by John Grosso, president and chief executive officer. Each
of the Debtors estimated assets and debt of $10 million to $50
million.
The Hon. Craig J. Whitley is the case judge.
Rayburn Cooper & Durham, P.A., serves as counsel to the Debtors.
Rust Consulting/Omni Bankruptcy is the claims and noticing agent.
PQ CORP: Moody's Hikes Corp. Family Rating to B2 Following IPO
--------------------------------------------------------------
Moody's Investors Service upgraded PQ Corporation's Corporate
Family Rating ("CFR") to B2 from B3 following the company's initial
public offering ("IPO") and expected use of net proceeds to reduce
balance sheet debt by nearly 20% by repaying most of the $525
million Floating Rate Notes due 2022. Moody's also affirmed the B2
ratings on the company's senior secured debt, on an unchanged
senior secured leverage position, and upgraded to Caa1 from the
Caa2 rating on the company's $200 million 8.5% Senior Notes due
2022. The rating outlook is stable.
"PQ will be much better positioned to start generating positive
free cash flow following the IPO," said Ben Nelson, Moody's Vice
President -- Senior Credit Officer and lead analyst for PQ
Corporation.
Upgrades:
Issuer: PQ Corporation
-- Corporate Family Rating, Upgraded to B2 from B3
-- Probability of Default Rating, Upgraded to B2-PD from B3-PD
Issuer: Eco Services LLC (previously assumed by PQ Corporation)
-- Senior Unsecured Notes, Upgraded to Caa1 (LGD6) from Caa2
(LGD5)
Affirmations:
Issuer: PQ Corporation
-- Senior Secured USD Term Loan, Affirmed B2 (LGD3)
-- Senior Secured EUR Term Loan, Affirmed B2 (LGD3)
-- Senior Secured Notes, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: PQ Corporation
Outlook, Stable
Assignments:
Issuer: PQ Corporation
-- Speculative Grade Liquidity Rating, Assigned SGL-2
RATINGS RATIONALE
PQ Group Holdings, Inc., parent company of PQ Corporation,
commenced trading as a public company at $17.50 per share on
September 29, 2017. PQ intends to use the majority of net proceeds
to redeem most of its unrated $525 million Floating Rate Senior
Unsecured Notes due 2022 in the amount of $446 million or, if
underwriters exercise the overallotment option within the next 30
days, $513 million.
The upgrade of the CFR to B2 from B3 reflects a significant
reduction in debt, expectations that lower debt service costs will
result in stronger cash flow generation over the rating horizon,
and adoption of more conservative financial policies as a
publicly-traded company, including establishing a long-term net
leverage target of 3.0x-3.5x (Net Debt/EBITDA). PQ's balance sheet
debt will be reduced from $2.7 billion at June 30, 2017, to about
$2.2 billion on a pro forma basis for the planned debt reduction
with proceeds from the IPO. Moody's estimates a reduction in
adjusted financial leverage to the mid-to-upper 5 times
(Debt/EBITDA) from the high 6 times on a pro forma basis for the
twelve months ended June 30, 2017. Moody's calculations include
analytical adjustments for underfunded pension plans, operating
leases, and removal of certain add-backs to EBITDA included in the
definitions used in the company's credit agreement that add almost
a turn to management's pro forma adjusted financial leverage
calculation near 5 times. Moody's also estimates a reduction in
debt service costs by almost one-third.
Moody's adjusted instrument-level ratings for PQ based on the
anticipated change in the composition of the company's capital
structure following the planned debt repayment. The upgrade of the
$200 million 8.5% Senior Notes due 2022 to Caa1 from Caa2 reflects
a significant reduction in unsecured debt. The planned debt
repayment will reduce unsecured debt to the range of $250 to $300
million from $725 million at June 30, 2017. The unsecured debt will
remain effectively subordinated to a substantial amount of secured
debt. Likewise, the affirmation of the B2 senior secured debt
ratings considers that secured leverage will be unchanged by the
IPO and secured debt will represent the preponderance of debt in
the company's capital structure.
The B2 CFR is principally constrained by the company's leveraged
balance sheet, modest expected free cash flow generation, and
expectations for an acquisitive growth strategy over the rating
horizon. Leading market positions in diverse end markets, broad
customer base with many long-term relationships, and geographic
diversity lend stability to the financial performance of the
business compared to many other rated peers in the chemical
industry, and structural advantages related to the proximity of
silicates and sulfuric acid facilities to customer locations. The
rating also benefits from good liquidity and financial policies
that include planned deleveraging in the medium term.
The SGL-2 Speculative Grade Liquidity Rating ("SGL") reflects good
liquidity to support operations. Moody's expects that PQ will
generate at least $400 million of EBITDA (including proportional
consolidation of joint ventures) in 2018, well in excess of
expected cash interest and maintenance capital spending
requirements of less than $250 million. Continued growth capital
spending, combined with a significant number of one-time items,
likely will temper the company's ability to generate meaningful
free cash flow. The company will have moderate cash borrowings
under its $200 million asset-based revolving credit facility
("ABL"). The ABL has a springing financial maintenance covenant --
the only financial maintenance covenant. There are no financial
covenants under the term loan. PQ also has alternate forms of
liquidity in terms of a joint venture and meaningful assets in
non-guarantor foreign subsidiaries.
The stable outlook assumes that a combination of modest EBITDA
growth and improved free cash flow generation will enable the
company to reduce leverage toward 5.0x, generate retained cash
flow-to-debt in excess of 10% (RCF/Debt), and at least $35 million
of free cash flow in 2018. Moody's could upgrade the rating with
expectations for adjusted financial leverage sustained below 5
times, retained cash flow-to-debt sustained above 10%, free cash
flow-to-debt sustained above 5%. Moody's could downgrade the rating
with expectations for adjusted financial leverage above 6.5x,
negative free cash flow, or less than $100 million in available
liquidity.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
PREMIER INVESTMENT: Taps Bryan Cave as Legal Counsel
----------------------------------------------------
Premier Investment Company II, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Kansas to hire legal counsel
in connection with its Chapter 11 case.
The company proposes to employ Bryan Cave LLP to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, assist in the disposition of its assets; and prepare a
bankruptcy plan.
The attorneys and paralegal who will be providing the services and
their standard hourly rates are:
Keith Aurzada Partner $660
Michael Cooley Counsel $625
James Maloney Staff Lawyer $365
Marzale Fosdick Paralegal $240
A non-debtor affiliate of the company provided Bryan Cave with a
retainer in the amount of $2,500 to pay for services it provided
prior to the petition date.
Michael Cooley, 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:
James P. Maloney, Esq.
Bryan Cave LLP
1200 Main Street, Suite 3800
Kansas City, MO 64105
Phone: (816) 374-3200
Fax: (816) 374-3300
Email: james.maloney@bryancave.com
- and –
Michael P. Cooley, Esq.
Bryan Cave LLP
2200 Ross Avenue, Suite 3300
Dallas, TX 75201
Phone: (214) 721-8054
Fax: (214) 220-6754
Email: michael.cooley@bryancave.com
About Premier Investment Company II
Premier Investment Company II, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-21794) on
September 17, 2017. David Hoff, its manager, signed the petition.
Premier Investment Company II 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 (Bankr. D. Kan.
Case No. 12-21952) on July 17, 2012.
At the time of the filing, Premier Investment Company II disclosed
that it had estimated assets and liabilities of $1 million to $10
million.
Judge Robert D. Berger presides over the case.
RECYCLING GROUP: Plan Outline Okayed, Plan Hearing on Nov. 1
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio will
consider approval of the Chapter 11 plan for Recycling Group, LTD
at a hearing on November 1.
The hearing will be held at 10:00 a.m., before Judge Beth Buchanan,
at Courtroom 1, Atrium Two Building.
The court will also consider at the hearing final approval of the
company's disclosure statement, which it conditionally approved on
September 21.
The order set an October 26 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
About Recycling Group
Recycling Group, Ltd. filed a chapter 11 petition (Bankr. S.D. Ohio
Case No. 16-14347) on Nov. 21, 2016. The petition was signed by
Michael A. Story, managing member. The case is assigned to Judge
Jeffrey P. Hopkins.
Recycling Group is a company located in Cincinnati, Ohio, that
employs up to eight individuals in its recycling business. Michael
A. Story is the managing member of Recycling Group and the majority
owner. Mr. Story is also the managing member and majority owner of
MHM Holdings, LLC.
MHM Holdings, a debtor in Case No. 16-14345, owns the real estate
at which Recycling Group operates.
Recycling Group estimated assets and liabilities at $1 million to
$10 million at the time of the filing.
Recycling Group is represented by William B. Fecher, Esq. and Alan
J. Statman, Esq., at Statman, Harris & Eyrich, LLC.
RO & SONS: Latest Exit Plan to Pay $118.37 Per Month to IRS
-----------------------------------------------------------
The Internal Revenue Service will receive a monthly payment of
$118.37 on account of its priority tax claim under Ro & Sons Inc.'s
latest plan to exit Chapter 11 protection.
Under the plan, Ro & Sons will pay the agency's Class 1 prepetition
FICA priority claim over 48 months, with interest at 4%. IRS will
receive a total of $5,681.76.
The latest plan increased the estimated amount of Class 1 claim to
$5,242.58 from $3,292.06.
IRS will also be paid in full of its administrative expense claim
in the amount of $324.11 on or before confirmation of the plan,
according to its latest disclosure statement filed on September 21
with the U.S. Bankruptcy Court for the Southern District of Texas.
A copy of the latest disclosure statement is available for free
at:
http://bankrupt.com/misc/txsb16-50241-44.pdf
About Ro & Sons Inc.
Ro & Sons, Inc., dba Motel 9, owns two motel properties in Laredo,
Texas.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
16-50241), on Dec. 6, 2016. The petition was signed by Pablo E.
Rodriguez, president. At the time of filing, the Debtor had total
assets of $4.04 million and total liabilities of $1.57 million.
The case is assigned to Judge Eduardo V. Rodriguez.
The Debtor is represented by Carl Michael Barto, Esq., at the Law
Offices of Carl M. Barto.
ROOT9B HOLDINGS: Sold in Foreclosure Auction to Lenders
-------------------------------------------------------
Centriole Reinsurance Company, Ltd., as agent for root9B Holdings,
Inc.'s secured creditors, held a public auction on Sept. 28, 2017,
for all of the Company's collateral, at which no qualified bidders
other than the secured creditors appeared. The Company's secured
creditors entered a bid of $12,536,482, representing the total
outstanding principal and unpaid interest owed to the secured
creditors, and acquired all of the Collateral at the auction,
thereby discharging the Company's secured indebtedness and
terminating a security agreement.
root9B Holdings previously announced that as a result of its
default on its secured indebtedness, it received a foreclosure
notice from Centriole that to satisfy the Company's outstanding
secured indebtedness, Centriole intended to sell substantially all
of the assets of the Company at an auction, pursuant to the
Security Agreement, dated Sept. 9, 2016, by and among the Company
and the secured creditors.
As a result of the auction, the Company no longer has any operating
assets and has no ability to generate revenue.
In connection with the auction, Eric Hipkins resigned his positions
as a director and chief executive officer of the Company, effective
as of that date.
About Root9B Holdings
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc., effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC, to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $30.48 million for the year ended
Dec. 31, 2016, following a net loss of $8.33 million in 2015. As
of March 31, 2017, Root9B Holdings had $16.84 million in total
assets, $15.80 million in total liabilities, and $1.03 million in
total stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, noting that Company has suffered
recurring losses from operations and has negative operating cash
flows and will require additional financing to fund the continued
operations. The availability of such financing cannot be assured.
These conditions raise substantial doubt about its ability to
continue as a going concern, the auditors said.
ROOT9B HOLDINGS: Sold in Foreclosure Auction to Lenders
-------------------------------------------------------
Centriole Reinsurance Company, Ltd., as agent for root9B Holdings,
Inc.'s secured creditors, held a public auction on Sept. 28, 2017,
for all of the Company's collateral, at which no qualified bidders
other than the secured creditors appeared. The Company's secured
creditors entered a bid of $12,536,482, representing the total
outstanding principal and unpaid interest owed to the secured
creditors, and acquired all of the Collateral at the auction,
thereby discharging the Company's secured indebtedness and
terminating a security agreement.
root9B Holdings previously announced that as a result of its
default on its secured indebtedness, it received a foreclosure
notice from Centriole that to satisfy the Company's outstanding
secured indebtedness, Centriole intended to sell substantially all
of the assets of the Company at an auction, pursuant to the
Security Agreement, dated Sept. 9, 2016, by and among the Company
and the secured creditors.
As a result of the auction, the Company no longer has any operating
assets and has no ability to generate revenue.
In connection with the auction, Eric Hipkins resigned his positions
as a director and chief executive officer of the Company, effective
as of that date.
About Root9B Holdings
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc., effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC, to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $30.48 million for the year ended
Dec. 31, 2016, following a net loss of $8.33 million in 2015. As
of March 31, 2017, Root9B Holdings had $16.84 million in total
assets, $15.80 million in total liabilities, and $1.03 million in
total stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, noting that Company has suffered
recurring losses from operations and has negative operating cash
flows and will require additional financing to fund the continued
operations. The availability of such financing cannot be assured.
These conditions raise substantial doubt about its ability to
continue as a going concern, the auditors said.
SAILING EMPORIUM: Wants More Time to File Plan, Finalize Sale
-------------------------------------------------------------
The Sailing Emporium, Inc., asks the U.S. Bankruptcy Court for the
District of Maryland to extend the exclusive periods for filing a
plan of reorganization and soliciting acceptance of the plan by 120
days from their expiration dates through and including Jan. 27 and
March 29, 2018, respectively.
The Debtor says that cause exists to further extend the exclusive
periods because: (a) the nature and complexity of its Chapter 11
case warrants additional time; (b) the additional time will afford
the case parties time to negotiate a plan of reorganization or
liquidation that would provide a meaningful distribution to the
Debtor's creditors; (c) the Debtor is working in good faith towards
reorganizing its affairs, (d) the Debtor has made substantial
progress in its case, and (e) the extension will not prejudice any
party in interest and will enable the Debtor to conserve its
resources by not being forced to respond to competing plans.
The Debtor had the exclusive right up to and including March 1,
2017, to file a plan and, pursuant to Section 1121(d), it had the
exclusive right up to and including April 30, to solicit
acceptances of the plan. These deadlines were further extended to
Sept. 29 and Nov. 29, respectively.
The Troubled Company Reporter reported on June 1, 2017, that the
Debtor had asked for the Sept. 29 and Nov. 29 deadlines. The
Debtor at that time said Marcus & Millichap has conducted multiple
tours of the marina and one party recently provided the Debtor and
William Arthur Willis -- the Debtor's president -- and his wife
with a term sheet to purchase the Marina Property. The Debtor
contended that the transaction is critical to the direction that it
takes in reorganizing its affairs, and it needs additional time to
fully consider the proposed offer to effectively negotiate and
prepare adequate information necessary for a plan.
The Debtor now says it needs additional time to finalize the sale
of its Marina Property, which was sold at auction. The Court has
approved the sale to Brawner Company, Inc., for $3,800,000.
Closing on the sale is expected to occur after expiration of the
current exclusivity periods. The Debtor needs additional time to
analyze apportionment of the sale proceeds that necessarily impacts
two separate bankruptcy proceedings which adds a layer of
complexity to this case warranting extension of the deadline so
that the Debtor and parties in interest can fully consider all
facets of a viable plan.
The Debtor and the Willises are working closely with their
professionals to analyze how the sale impacts both bankruptcy
estates and their creditors. The Debtor says it needs additional
time to better understand the net proceeds from the sale of the
Marina Property and how to properly apportion those proceeds
between its bankruptcy estate and the Willises' estate.
The Debtor assures the Court that it is committed to pursuing all
avenues of reorganization or liquidation in the swiftest manner
possible given the complexity of this case. Progress has been made
by the Debtor as demonstrated by the entry of various court
orders:
-- Stipulation and Consent Order Resolving Motion for Order
Modifying or Terminating Automatic Stay;
-- Order Granting Second Motion for Order Extending
Exclusive Periods to File Plan of Reorganization or
Liquidation and Obtain Acceptances Thereto by 120 Days;
-- Order on Emergency Motion to Prohibit the Debtor's
Unauthorized Use of Cash Collateral;
-- Order Granting Motion to Continue July 12, 2017 Hearing
on Objection to Claim;
-- Order Granting Application to Employ Martin J. Satinsky,
CPA as Forensic Accountant to the Debtor;
-- Order (I) Authorizing the Debtors to Select a Stalking
Horse Purchaser and Approving Certain Bid Protections in
Connection Therewith, (II) Approving Bid Procedures in
Connection with the Sale of the Marina Property, (III)
Approving Procedures Related to the Assumption and
Assignment of Executory Contracts, (IV) Establishing Date
for Auction and Approving Related Procedures, (V)
Scheduling Sale Hearing and Related Deadlines, (VI)
Approving Form and Manner of Notices, and (VII) Granting
Related Relief;
-- Consent Order Authorizing Continued Use of Cash
Collateral for the Period Sept. 1, 2017, through
Sept. 30, 2017, and Granting Adequate Protection;
-- Amended Order (I) Authorizing the Debtors to Select a
Stalking Horse Purchaser and Approving Certain Bid
Protections in Connection Therewith, (II) Approving Bid
Procedures in Connection with the Sale of the Marina
Property, (III) Approving Procedures Related to the
Assumption and Assignment of Executory Contracts, (IV)
Establishing Date for Auction and Approving Related
Procedures, (V) Scheduling Sale Hearing and Related
Deadlines, (VI) Approving Form and Manner of Notices, and
(VII) Granting Related Relief;
-- Order Denying Motion of The Peoples Bank for Immediate
Appointment of a Chapter 11 Trustee;
-- Order Granting Application for Compensation for Services
Rendered and Reimbursement of Expenses Incurred by
Yumkas, Vidmar, Sweeney & Mulrenin, LLC as Counsel to
the Debtor; and
-- Order Denying m2 Lease Funds, LLC's Objection to Cure
Amount.
About The Sailing Emporium
The Sailing Emporium, Inc., owns and operates a full service marina
located on the picturesque Eastern Shore of Maryland on eight acres
on Rock Hall Harbor in Rock Hall, Maryland. Services include boat
sales, boat repair and restoration, electronics sales and service
and sailboat charters. The Property also includes a marine store
and nautical gift shop. The Property has 155 deep water slips and
20 transient slips, and the landscaped grounds and other amenities
have made this marina a point of interest in Rock Hall.
The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D.
Md. Case No. 16-24498) on Nov. 1, 2016. The petition was signed by
William Arthur Willis, president. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
The case is assigned to Judge Thomas J. Catliota.
The Debtor's counsel is Lisa Yonka Stevens, Esq., at Yumkas,
Vidmar, Sweeney & Mulrenin, LLC. The Debtor has employed Andrew
Cantor and Marcus & Millichap Real Estate Investment Services as
broker, and tapped Gary T. Mott & Associates, CPA, P.A., as
accountant.
SALMON FALLS: Seeks to Hire Juneau Real Estate as Broker
--------------------------------------------------------
Salmon Falls Park, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Alaska to hire a real estate broker.
The Debtor proposes to employ Juneau Real Estate to sell its real
property located at 1406 Glacier Highway, Juneau, Alaska.
Juneau Real Estate does not hold or represent any interest adverse
to the Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
John Williams
Juneau Real Estate
8800 Glacier Highway, Suite 219
Juneau, AK 99801
Phone: (907) 790-6655
Salmon Falls is represented by:
David H. Bundy, Esq.
David H. Bundy, P.C.
310 K. Street, Suite 200
Anchorage, AK 99501
Phone: (907) 248-8431
About Salmon Falls Park LLC
Salmon Falls Park, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Alaska Case No. 17-00289) on August 18,
2017. Joseph R. Henri, its manager, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Gary Spraker presides over the case. David H. Bundy, P.C.
represents the Debtor as bankruptcy counsel.
SCIENTIFIC GAMES: Moody's Confirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed Scientific Games Corporation's
("SGC") B2 Corporate Family Rating and B2-PD Probability of Default
Rating. Moody's also confirmed Scientific Games International,
Inc.'s Caa1 rated senior unsecured notes and Caa1 rated senior
subordinated notes, and downgraded the rating on the company's
senior secured revolver, term loan and senior secured notes to B1
from Ba3. Moody's also assigned a B1 rating to Scientific Games
International, Inc.'s proposed $350 million senior secured notes.
The company's SGL-2 Speculative Grade Liquidity rating was
affirmed, and the outlook is stable. This concludes the review for
downgrade that was initiated on
September 21, 2017.
Proceeds from the proposed $350 million senior secured notes will
be used, along with revolver borrowings and cash on hand, to fund
the acquisition of NYX Gaming Group Limited ("NYX") for
approximately US$631 million plus related fees and expenses. The
acquisition of NYX is expected to close in the first quarter of
2018. In the event the acquisition does not close as expected,
Moody's expects that SGC will utilize the proceeds from the
proposed senior secured notes offering to reduce outstanding debt.
The confirmation of the B2 Corporate Family Rating reflects Moody's
expectations that the proposed transaction, although primarily debt
funded, does not materially change Moody's expectation for
continued reduction in leverage from current levels, which is key
to the company maintaining its existing rating. The confirmation
further reflects the acquisition's increased diversification of
SGC's revenue base and positions them for potential longer-term
benefits in sports betting and digital gaming growth.
Downgrades:
Issuer: Scientific Games International, Inc.
-- Senior Secured Bank Credit Facility, Downgraded to B1(LGD3)
from Ba3(LGD3)
-- Senior Secured Regular Bond/Debenture, Downgraded to B1(LGD3)
from Ba3(LGD3)
Assignments:
Issuer: Scientific Games International, Inc.
-- Senior Secured Regular Bond/Debenture, Assigned B1(LGD3)
Outlook Actions:
Issuer: Scientific Games Corporation
-- Outlook, Changed To Stable From Rating Under Review
Confirmations:
Issuer: Scientific Games Corporation
-- Probability of Default Rating, Confirmed at B2-PD
-- Corporate Family Rating, Confirmed at B2
Issuer: Scientific Games International, Inc.
-- Senior Subordinated Regular Bond/Debenture, Confirmed at
Caa1(LGD6)
-- Senior Unsecured Regular Bond/Debenture, Confirmed at
Caa1(LGD5)
Affirmations:
Issuer: Scientific Games Corporation
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
RATINGS RATIONALE
Scientific Games Corporation's B2 Corporate Family Rating considers
the company's significant leverage that weakly positions SGC at its
current rating. Despite improvement in SGC's leverage since the
company's largely debt-financed $5.1 billion acquisition of Bally
Technologies, Inc. in November 2014, Moody's expects debt/EBITDA
will remain high through fiscal 2018. Another key credit concern is
the less than favorable outlook for slot machine demand that will
increasingly pressure revenue and earnings, both in terms of
pricing and demand, for the company's Gaming operating segment.
Partly mitigating SGC's high pro forma leverage is the company's
plan to further reduce costs and accelerate its deleveraging
efforts. Moody's currently expects debt/EBITDA will drop to 6.0
times by the end of fiscal 2018 through a modest amount of absolute
debt reduction, 5% annual revenue growth, and further expense
reductions. On a combined basis, Moody's expects these factors will
contribute to low double digit EBITDA growth in 2017 and 2018.
Positive rating consideration is given to SGC's large recurring
revenue base. The contract based nature of a majority of SGC's
revenue provides some level of revenue and earnings stability. The
company is also well-positioned to benefit from the growth of
digital gaming products. SGC owns a large portfolio of
complementary gaming products and services, both digital and
non-digital, that it can utilize and cross-sell globally among its
various distribution platforms.
SGC's stable rating outlook takes into consideration the company's
plans to reduce leverage, a key factor needed for SGC to avoid a
downgrade. The stable outlook is also supported by the company's
good liquidity profile. SGC benefits from having no near-term debt
maturities along with Moody's expectation that the company will
remain in compliance with the financial covenants contained in its
credit facilities agreement, and only use a relatively small amount
of its revolver on a regular basis to fund operating activities.
A ratings upgrade is not likely in the foreseeable future given
Moody's expectations that SGC's leverage will remain high. A higher
rating is possible over the longer-term to the extent the company
demonstrates sustainable earnings and free cash flow improvement
and achieves and maintains debt/EBITDA at or below 5.0 times. SGC's
ratings could be lowered if it appears that, for any reason, the
company is not tracking towards reducing debt/EBITDA towards 6.0
times by the end of fiscal 2018.
Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming,
lottery, and interactive markets. SGC is the parent company of
Scientific Games International, Inc., the direct borrower of over
$8 billion of SGC's rated debt. SGC is a publicly traded company
(NASDAQ:SGMS) with consolidated revenue for the latest 12-month
period ended June 30, 2017 of approximately $3 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
SCIENTIFIC GAMES: S&P Rates New $350MM Senior Secured Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to Las
Vegas-based lottery and gaming products and services provider
Scientific Games Corp.'s proposed $350 million in senior secured
notes due 2025. The recovery rating is '2' reflecting S&P's
expectation for substantial (70% to 90%; rounded estimate: 80%)
recovery for lenders in the event of a payment default. The notes
will be issued at Scientific Games' wholly-owned subsidiary
Scientific Games International Inc.
Scientific Games plans to use proceeds from the proposed notes,
along with cash on hand and revolver borrowings, to fund the
acquisition of NYX Gaming Group Ltd. for $631 million, and for
modest transaction-related fees and expenses.
RECOVERY ANALYSIS
Key analytical factors
S&P said, "Our recovery ratings on Scientific Games' secured debt
(including its revolver, term loan B-4, and secured notes,
including the proposed new secured notes), senior unsecured notes,
and subordinated notes are unchanged at '2', '5', and '6',
respectively. Our simulated default scenario contemplates a payment
default in 2020, attributable to a prolonged economic downturn that
reduces consumer spending on gaming, extends the gaming equipment
replacement cycle, and meaningfully reduces spending on new
equipment. We have modestly increased our assumed EBITDA at
emergence to account for the acquisition of NYX.
"We assume a reorganization of Scientific Games under a distressed
scenario, using a 6x multiple to value the company.
"We assume the revolver would be 85% drawn at the time of default.
Scientific Games' domestic operating subsidiaries, excluding the
company's social gaming business, are guarantors of the credit
agreement and secured notes. It is our understanding that the
operations of NYX will not guarantee the credit agreement and
secured notes. We estimate that the total guarantor group will
generate around 75% of total EBITDA, and nonguarantors will
generate around 25%. As a result, we attribute 75% ($4 billion) of
the net available recovery value to domestic and nonsocial gaming
operating entities and 25% ($1.3 billion) to foreign operating
entities.
"Under our analysis, senior secured debtholders have a priority
claim against all of the available domestic value ($4 billion) and
a priority claim against 65% ($858 million) of the foreign value
($1.3 billion), which represents the value we attribute to the
foreign stock pledge. Total value attributable to senior secured
claims would be $4.8 billion. We estimate total first-lien senior
secured claims of $6.2 billion at default, leaving a first-lien
unsecured deficiency claim of about $1.4 billion. The first-lien
senior credit facilities' unsecured deficiency claim and the senior
unsecured notes claim (which we estimate at about $2.3 billion at
default) would constitute pari passu unsecured claims against the
remaining $462 million of recovery value, which represents the
value we attribute to the 35% unpledged foreign equity."
Simplified waterfall
-- Emergence EBITDA: about $927 mil.
-- Emergence multiple: 6x
-- Gross enterprise value: $5.6 bil. Obligor/nonobligor valuation
split: 75%/25%
-- Net enterprise value (after 5% administrative expenses): $5.3
bil.
-- Net value available to secured claims: $4.8 bil.
-- Senior secured debt: $6.2 bil.
--Recovery expectations: 70%-90% (rounded estimate: 80%)
-- Net value available to unsecured claims: $462 mil.
-- Total unsecured claims*: $3.7 bil.
--Recovery expectations: 10%-30% (rounded estimate: 10%)
-- Net value available to subordinated claims: $0
-- Subordinated debt: $603 mil.
--Recovery expectations: 0%-10% (rounded estimate: 0%)
All debt amounts include six months of prepetition interest.
*Senior unsecured claims represent unsecured debt outstanding and
the pari passu secured deficiency claim.
RATINGS LIST
Scientific Games Corp.
Corporate Credit Rating B/Stable/--
Scientific Games International Inc.
$350 mil. notes due 2025
Senior Secured B+
Recovery Rating 2 (80%)
SCS HOLDINGS: S&P Lowers CCR to 'B' Amid Forsythe Tech Acquisition
------------------------------------------------------------------
U.S. technology holding company (of Sirius Computer Solutions Inc.)
SCS Holdings I Inc., a portfolio company of private equity firm
Kelso and Co., has entered into a definitive agreement to acquire
Forsythe Technology Inc., a provider of data-center technology and
related IT infrastructure and security services. The transaction
funding will consist of a $337 million incremental first-lien term
loan, $3 million incremental second-lien term loan, $5 million draw
on the revolving credit facility, and $20 million cash from the
balance sheet.
As a result, S&P Global Ratings lowered its corporate credit rating
to 'B' from 'B+' on San Antonio-based SCS Holdings I Inc. The
outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating to
'B' from 'B+' on the company's $879 million first-lien credit
facility, comprising a $60 million revolving credit facility due in
2020 and a $819 million first-lien term loan due in 2022. The
recovery rating remains '3', indicating our expectation of
meaningful (50%-70%; rounded estimate: 55%) recovery for first-lien
debtholders in the event of default. We also lowered our
issue-level rating to 'CCC+' from 'B-' on the company's $153
million second-lien term loan due in 2023. The recovery rating
remains '6', indicating our expectation of negligible (0%-10%;
rounded estimate: 0%) recovery for second-lien debtholders.
"The downgrade reflects our view of Sirius' weakened financial risk
profile, with S&P Global Ratings' adjusted pro forma leverage
rising to the high-5x area from the mid-5x area, given the addition
of $342 million in total debt to fund the Forsythe acquisition. Our
expectation is for leverage to fall to the mid-5x area in the next
12 months due to debt repayment, synergies, and a return to
operating growth in the second half of 2017.
"The stable outlook reflects our view that SCS Holdings I Inc. and
wholly owned subsidiary Sirius Computer Solutions Inc. are likely
to grow in line with the overall IT market. Our base-case
expectation for the next 12 months is for adjusted debt to EBITDA
in the mid-5x area, due to the addition of incremental term loan to
fund the acquisition of Forsythe.
"We could raise the rating in the next 12 months if EBITDA growth
or debt repayment results in sustained leverage below 5x. This
would most likely be due to improving performance from the
company's largest product suppliers and contingent on management's
commitment to maintain leverage at or below these levels.
"We could lower the rating if SCS has integration issues following
the latest acquisition or U.S. corporate IT spending declines,
leading to increased competition and diminished operating earnings,
such that leverage is sustained above 7x without prospects for
improvement. This could also result from the company assuming a
more aggressive financial policy through further acquisitions or
dividends."
SEANERGY MARITIME: Appointments, Rev. Stock Split OK'd at Meeting
-----------------------------------------------------------------
At the meeting of Seanergy Maritime Holdings Corp.'s shareholders
held on Sept. 27, 2017, these proposals were approved and adopted:
1) the election of Ms. Christina Anagnostara, as class B director
to serve until the 2020 Annual Meeting of Shareholders, 2) the
appointment of Ernst & Young (Hellas) Certified
Auditors-Accountants S.A. as the Company's Independent Registered
Public Accounting Firm for the fiscal year ending Dec. 31, 2017,
and 3) the approval of a reverse stock split of the Company's
issued and outstanding common stock by a ratio of not less than
one-for-two and not more than one-for-15 with the exact ratio to be
set at a whole number within this range to be determined by the
Company's board of directors in its discretion and of the related
amendment to the Company's Amended and Restated Articles of
Incorporation. The Company does not have any immediate plans to
perform a reverse stock split.
About Seanergy Maritime
Greece-based Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com/-- is an international shipping
company that provides marine dry bulk transportation services
through the ownership and operation of dry bulk vessels. Founded
in 2008, the Company currently owns a modern fleet of eleven dry
bulk carriers, consisting of nine Capesizes and two Supramaxes,
with a combined cargo-carrying capacity of approximately 1,682,582
dwt and an average fleet age of about 8.4 years.
The Company is incorporated in the Marshall Islands with executive
offices in Athens, Greece and an office in Hong Kong. The
Company's common shares and class A warrants trade on the Nasdaq
Capital Market under the symbols "SHIP" and "SHIPW", respectively.
Seanergy incurred a net loss of US$24.62 million in 2016 following
a net loss of US$8.95 million in 2015. For the three months ended
March 31, 2017, Seanergy reported a net loss of US$6.28 million.
As of March 31, 2017, Seanergy had US$250.4 million in total
assets, US$223.7 million in total liabilities and US$26.70 million
in stockholders' equity.
SEARS CANADA: Proposed Asset Sale Threatens to Sink Chairman's Bid
------------------------------------------------------------------
Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy,
reported that Sears Canada Inc. is on the verge of liquidation
after a court-appointed monitor proposed asset sales that would
undermine a pending bid by management to keep some stores in
business.
According to the report, FTI Consulting Inc., the monitor handling
Sears Canada's insolvency proceedings, plans to seek court approval
to dispose of 11 stores through lease surrenders or outright sales.
Sears Canada is under pressure from its bankruptcy lenders to
close deals for its assets and hold going-out-of-business sales at
its remaining locations, the Journal said, citing a report filed
with the on the Ontario Superior Court of Justice.
The Monitor's Third Report informed the court of the following:
(a) the activities of the Sears Canada Group and the Monitor
since the last report of the Monitor;
(b) an update on the Liquidation Process;
(c) the Sears Canada Group's liquidity position and future cash
requirements, including the Sears Canada Group's receipts and
disbursements for the period ending September 23, 2017 and the
Sears Canada Group's revised cash flow forecast;
(d) the results of the SISP to date;
(e) an update on the going concern proposal put forward by Sears
Canada's Chief Executive Officer;
(f) an update on the solicitation of liquidation proposals for
the remaining stores of Sears Canada;
(g) the Sears Canada Group's motions for approval of various
sale transactions identified and negotiated through the SISP (the
"Sale Transactions") and certain distributions of proceeds of the
Sale Transactions to the lenders under the DIP Term Credit
Agreement (the "DIP Term Lenders") and the DIP ABL Credit Agreement
(the "DIP ABL Lenders") (the DIP Term Credit Agreement together
with the DIP ABL Credit Agreement, the "DIP Credit Agreements");
and
(h) the Sears Canada Group's request for an extension of the
Stay Period (as defined in the Initial Order) to November 7, 2017.
A full-text copy of the Report is available at:
https://is.gd/1QxQzI
The sale agreements, if approved, would undercut efforts by Sears
Canada Executive Chairman Brandon Stranzl to piece together a
private equity-backed deal that would take a slimmed-down version
of the company out of bankruptcy and preserve thousands of jobs in
the process, as reported by The Wall Street Journal.
The 11 properties included in the monitor's proposal are among the
most profitable in the company's 220-store footprint and were
important to Mr. Stranzl's bid, the Journal said, citing people
familiar with the matter.
The monitor has so far rejected Mr. Stranzl's overtures over
concerns that his bid contained too many financial contingencies,
according to the report, the Journal related. Mr. Stranzl's deal
was to be financed partly through private-equity capital sourced by
Vadim Perelman, the founder of Los Angeles-based Baker Street
Capital Management, and partly with debt financing from Wall
Street, the report added, citing people familiar with the matter.
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers
premium quality Sears Label products, designed and sourced by Sears
Canada, and of-the-moment fashion and home decor from designer
labels in The Cut @ Sears. Sears Canada also has a top ranked
appliance and mattress business in Canada. Sears Canada is
undergoing a reinvention, including new customer experiences at
every touchpoint, a new e-commerce platform, new store concepts,
and a new set of customer service principles designed to deliver
WOW experiences to customers. Sears Canada operates as a separate
entity from its U.S.- based co-founder, now known as Sears Holdings
Corp., based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Oct. 4, 2017, under the Companies'
Creditors Arrangement Act.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SPECIALTY BUILDING: Moody's Assigns B2 CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a first-time B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating to Specialty
Building Products Holdings, LLC, (doing business as U.S. Lumber), a
two-step specialty building products distributor with presence in
14 states, following the recent announcement that U.S. Lumber is
acquiring National Industrial Lumber Company (NILCO). In a related
rating action, Moody's assigned a B3 rating to the company's
proposed senior secured term loan due in 2024. The rating outlook
is stable.
U.S. Lumber derives most of its revenues from residential
construction and repair and remodeling end markets. Following
completion of the acquisition of NILCO, U.S. Lumber will serve
industrial and commercial end markets, both of which complement its
existing portfolio. Proceeds from the new term loan and an equity
contribution from affiliates of Madison Dearborn Partners (MDP) and
management will be used to purchase NILCO and repay borrowing under
the old revolving credit facility.
The new capital structure will consist of a $50 million asset-based
revolving credit facility expiring in 2022 (unrated), which will be
undrawn at closing. U.S. Lumber Group, LLC and its parent holding
company, Specialty Building Products Holdings, LLC, are
co-borrowers and guarantors of the revolving credit. The borrower
for the $215 million senior secured term loan maturing in 2024 will
be Specialty Building Products Holdings, LLC.
The following ratings/assessments are affected by action:
- Corporate Family Rating assigned B2
- Probability of Default Rating assigned B2-PD
- Senior Secured Term Loan due 2024 assigned B3 (LGD4)
RATINGS RATIONALE
Specialty Building Products Holdings, LLC's (dba U.S. Lumber) B2
CFR reflects its leveraged capital structure resulting from the
buyout by affiliates of MDP in April 2017 and the acquisition of
NILCO. Adjusted gross balance sheet debt is expected to be
approximately $250 million. Moody's projects debt leverage
(adjusted debt/EBITDA) trending below 5.0x over the next 12-18
months. Moody's estimates that interest coverage (EBITA/interest
expense) will be above 2.0x for the same period. Debt leverage will
mostly improve from earnings growth, since term loan amortization
is only one percent per year. Solid end market fundamentals and
expanded branch network will boost revenues. Moody's expects
operating margin will improve from new product offerings, expanded
branch network, and resulting operating leverage. Increase in scale
from NILCO's purchase should enhance purchasing power and synergies
will contribute to better margins too.
Fundamentals for the U.S. residential construction end markets,
from which U.S. Lumber derives a large part of its sales, earnings
and cash flows, remain sound. Moody's forward views considers
domestic trends in the National Association of Home Builders (NAHB)
Remodeling Market Index - an industry survey that gauges remodeling
contractors' expectations of demand over the next three months. The
NAHB Remodeling Market Index's overall reading was 54.6 in August
2017, which indicates that the majority of contractors surveyed
believe market conditions are firm. In addition, Moody's projects
that total new housing starts in the U.S. could reach 1.28 million
in 2018, representing a 6% increase from about the projected 1.21
million in 2017. Moody's maintains a positive outlook for the
domestic home building industry.
The stable rating outlook reflects Moody's expectations that U.S.
Lumber will continue to grow its revenues and margins while
lowering its debt leverage and maintaining a liquidity profile
characterized by free cash flow throughout the year, good revolver
availability, and no near-term maturities.
A rating upgrade is not anticipated over the intermediate term.
Moody's indicated that ratings could be upgraded if U.S. Lumber
continues to grow its scale, maintain adjusted debt to EBITDA below
4.0x, and to generate higher amounts of absolute free cash flow.
Ratings could be downgraded if adjusted debt leverage were to
exceed 5.0x and adjusted EBITA to interest expense remain below
1.5x for a sustained period of time, or if the liquidity profile
deteriorates. Ratings could also be negatively impacted if the
company engages in large debt financed acquisitions or executes a
sizable dividend distribution.
The B3 rating assigned to the $215 million senior secured term loan
due 2024, one notch below the Corporate Family Rating, results from
its effective subordination to the $50 million ABL revolving credit
facility. The term loan is secured by a first lien on assets and
any assets not pledged to the revolver. It also has a second lien
on the assets securing the revolver. The value of the tangible
assets comprising the first lien is a fraction of the amount owed,
resulting in a lower recovery relative to the asset-based credit
facility. Even though the term loan also has a second-priority
security interest in current assets, Moody's believes the benefits
from the residual value of the second-lien collateral will be
minimal in a distressed scenario.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
U.S. Lumber, headquartered in Atlanta, Georgia, is a two-step
distributor, re-selling its products to national chain dealers, big
box retailers, independent and one-step distributors. Madison
Dearborn Partners, through its affiliates, is the primary owner.
Pro forma revenues for twelve months ended June 30, 2017 total
about $760 million.
SPECTRUM ALLIANCE: Equity Committee Taps Murphy & King as Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Spectrum
Alliance, LP seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to retain Murphy & King,
Professional Corporation as its counsel.
The Equity Committee needs Murphy & King to:
a. advise the Equity Committee with respect to its rights,
powers, and duties as a committee officially appointed by
the U.S. Trustee;
b. advise the Equity Committee with respect to the Debtor's
continued operation and management of its business and
properties;
c. advise the Equity Committee with respect to any plan and
disclosure statement, and any other matters relevant to
the formulation and negotiation of a plan in this case;
d. represent the Equity Committee at all hearings and
matters in this bankruptcy case;
e. prepares, answers, orders, reports, and other pleadings
and other documents in this bankruptcy case;
f. advise the Equity Committee with respect to the Debtor's
prepetition financing agreements, debt and cash
collateral orders, and related transactions;
g. review and analyze the nature and validity of any liens
asserted against the Debtor's property and advising the
Equity Committee concerning the enforceability of those
liens;
h. advise the Equity Committee regarding its ability to seek
derivative standing to initiate actions to collect and
recover property for the benefit of the Debtor's estate,
protect assets of the Debtor's Chapter 11 estate, or
otherwise assert rights of the Debtor's estate;
i. review and analyze actions taken by the Debtor with
respect to executory contracts and unexpired leases and
the assumption, assignment, rejection, restructuring
and/or recharacterization of such contracts and leases;
j. review and analyze the claims of the Debtor's creditors,
the treatment of those claims and the preparation, filing
or prosecution of any objections to claims;
k. commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Equity Committee
to further the goal of completing the Debtor's bankruptcy
case in the best interest of its equity investors; and
l. perform all other legal services and provide all other
necessary legal advice to the Equity Committee which may
be necessary with respect to the Debtor's bankruptcy
case.
The current hourly rates charged by the firm for professionals and
paraprofessionals are:
Partners and Of Counsel $450.00 - $675.00
Associates $290.00 - $535.00
Paralegals $220.00
D. Ethan Jeffery, shareholder of the law firm of Murphy & King,
Professional Corporation, attests that he and each shareholder and
associate of the firm is a "disinterested person" as that term is
defined in 11 U.S.C. Sec. 101(14).
The Firm can be reached through:
D. Ethan Jeffery, Esq.
MURPHY & KING, P.C.
One Beacon Street, 21st Floor
Boston, MA 02108-3107
Tel: (617) 423-0400
Fax: (617) 423-0498
About Spectrum Alliance LP
Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 17-14250) on June 20, 2017. James R. Wrigley, its
president, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $50 million to $100 million.
Judge Jean K. FitzSimon presides over the case. Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., represents the
Debtor as bankruptcy counsel. The Debtor tapped Migelouche LLC, as
financial advisor.
The Office of the U.S. Trustee has appointed an official committee
of unsecured creditors. The Creditors Committee retained Duane
Morris LLP as counsel.
The U.S. Trustee has appointed an Official Committee of Equity
Security Holders, which has engaged Murphy & King as its counsel.
On August 4, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
STEPPING STONES: Plan Outline Okayed, Plan Hearing on Nov. 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
is set to hold a hearing on November 2 to consider approval of the
Chapter 11 plan for Stepping Stones, Inc.
The hearing will be held at 10:30 a.m., at the Oxford Federal
Building.
The court will also consider at the hearing final approval of the
company's disclosure statement, which it conditionally approved on
September 21.
The order set an October 25 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
About Stepping Stones Inc.
Stepping Stones, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-11015) on March 20,
2017. Elizabeth A. Clardy, vice-president, signed the petition.
At the time of the filing, the Debtor estimated less than $500,000
in assets and less than $1 million in liabilities.
Judge Jason D. Woodard presides over the case. Gambrell &
Associates, PLLC represents the Debtor as bankruptcy counsel.
The Debtor previously filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 16-10372). The case was filed on February 5, 2016.
STOLLINGS TRUCKING: Sale of Caterpillar Bulldozer for $40K Okayed
-----------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized Stollings Trucking Co., Inc.'s
sale to River Machinery Co. of (i) 1987 Caterpillar D-10N
Bulldozer, SN 2YD-01150, for $40,000.
The proceeds from the sale are free and clear of liens of taxing
authorities with all valid liens to attach to the proceeds.
The Debtor is authorized to withhold a sum sufficient from the sale
proceeds for payment of quarterly fees owed to the Office of the
U.S. Trustee.
About Stollings Trucking
Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, the Debtor both hauled coal and mined coal
for its own profit. As it grew, it acquired more equipment and
rolling stock. Stollings also obtained mining permits on property
in Logan County, West Virginia, and was a party to coal leases.
Stollings Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7,
2015. Rhonda Marcum, president, signed the petition. At the time
of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Frank W. Volk presides over the case.
Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV,
is serving as counsel to the Debtor.
TEXAS ROAD: Nov. 2 Plan Confirmation Hearing
--------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey approved Texas Road Enterprises, Inc.'s
disclosure statement referring to a chapter 11 plan, dated August
1, 2017.
Written acceptances, rejections or objections to the plan shall be
filed not less than seven days before the hearing on confirmation
of the plan.
Nov. 2, 2017, at 10:00 a.m. is fixed as the date and time for the
hearing on confirmation of the plan.
About Texas Road Enterprises
Texas Road Enterprises, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 16-25995) on Aug. 19, 2016, and is represented by
Robert C. Nisenson, Esq., in East Brunswick, New Jersey.
At the time of filing, the Debtor had $1.50 million in total assets
and $992,000 in total liabilities.
The petition was signed by Michael Giordano, authorized
representative.
The Debtor lists Township of Marlboro Tax Collector as its largest
unsecured creditor holding a claim of $25,000.
THOMAS BEESON: Sale of Deerfield Property for $3M to Fund Plan OK'd
-------------------------------------------------------------------
Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Thomas E. Beeson and Donna L.
Beeson to sell their real property commonly known as 1300 Half Day
Road, Deerfield, Illinois ("South Parcel"), to Continental Beeson
Corner South, LLC, for $3,250,000.
The sale is free and clear of all liens, claims, and encumbrances,
with all such liens, claims, and encumbrances, to attach to the
proceeds of the sale in the same order of priority and with the
same validity, force and effect as they now have against the South
Parcel.
The Debtors are authorized to pay or provide credits at closing for
customary closing costs, including but not limited to, title
charges, real estate tax prorations, and recording fees which the
Debtors are obligated to pay pursuant to the Purchase Agreement.
The sale of the South Parcel will be consummated pursuant to a plan
of reorganization and the provisions of Section 1146(a) apply to
prohibit the imposition of any stamp tax or similar tax on the sale
of the South Parcel.
The Notice of the Motion is adequate under the circumstances and
further notice is waived.
The automatic stay of Section 362(a) is modified to permit all
parties to the Purchase Agreement to take such actions to
consummate or finalize the agreement without the need for any
further notice and/or order of Court.
The Debtors will deposit as a plan deposit pursuant to Rule
3020(a), the sum of $1,500,000 from the proceeds of sale at Closing
into a segregated, interest-bearing escrow account, to be held and
disbursed solely in accordance with further order of Court, the
Confirmation Order or the Confirmed Plan.
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.
TOYS "R" US: Taps A&G Realty as Real Estate Advisor
---------------------------------------------------
Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to hire A&G Realty Partners, LLC
as its real estate advisor.
The firm will provide these services to the company and its
affiliates in connection with their Chapter 11 cases:
(a) consult with the Debtors to discuss their goals,
objectives and financial parameters in relation to their
leases and properties;
(b) negotiate with landlords in order to assist the Debtors
in obtaining modifications of the terms of their leases;
(c) negotiate with landlords in order to assist the Debtors
in obtaining the right to terminate certain leases prior
to their scheduled termination dates;
(d) negotiate with landlords and other third parties in
order to assist them in the sale of certain leases;
(e) negotiate with third parties in order to assist the
Debtors in selling their fee owned properties;
(f) negotiate with landlords and other third parties to
assist the Debtors in obtaining waiver or reduction
of cure amounts;
(g) negotiate with landlords in order to assist the Debtors
in obtaining their consent for extensions of time to
assume or reject leases, and consents to extend any
going out of business sales past confirmation of a plan
of reorganization;
(h) market the Debtors' leases and properties with their
written approval, as necessary; and
(i) submit bi-weekly written reports to the Debtors
regarding the status of the services.
The firm will be compensated in accordance with this fee
arrangement:
(a) Retainer. The Debtors will pay A&G a retainer fee in
the amount of $150,000 upon execution of their
agreement.
(b) Monetary Lease Modifications. For each monetary lease
modification obtained by A&G, the firm will earn and be
paid 3% of the occupancy cost savings per lease except
for (i) monetary lease modifications related solely to
reduction in the lease base term (in such instances, if
A&G obtains a reduction in the base term of the Debtors'
lease, the firm will earn and be paid a fee of $1,000
per lease, and (b) if a tenant allowance is negotiated
without any reduction in rent (in such instances, no
monetary lease modification fee shall be due).
(c) Non-Monetary Lease Modifications. For each acceptable
non-monetary lease modification, other than lease term
reductions, obtained by A&G, the firm will earn and be
paid a fee of $500 per lease.
(d) Early Termination Rights. For each early termination
right obtained by A&G, the firm will earn and be paid a
fee of $750 per lease. In the event any lease is
terminated and the Debtors elect to enter into a
replacement or new lease, it will be negotiated directly
by the Debtors and A&G will not be entitled to any fee
in connection with the replacement or new lease but will
be entitled to the fee for the initial termination.
(e) Lease Claim Mitigations. For each lease claim
mitigation obtained by A&G, the firm will earn and be
paid a fee of 3% of the lease claim mitigation amount.
(f) Lease Sales. For each lease sale obtained by A&G, the
firm will earn and be paid a fee of 3% of the gross
proceeds or the occupancy cost savings, as applicable.
(g) Property Sales. For each property sale obtained by A&G,
the firm will earn and be paid a fee of 2% of the gross
proceeds.
(h) Landlord Consents. For each landlord consent obtained
by A&G, the firm will earn and be paid a fee of $500 per
lease.
Andrew Graiser, co-president of A&G, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
A&G can be reached through:
Andrew Graiser
A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Direct Dial: 631-465-9506
Mobile: 516-946-8982
Email: andy@agrealtypartners.com
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.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
Judge Keith L. Phillips is the case judge. Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serves as the Debtors' legal
counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us
employed Alvarez & Marsal North America, LLC as its restructuring
advisor; and Lazard Freres & Co. LLC as its investment banker. It
hired Prime Clerk LLC as claims and noticing agent. A&G Realty
Partners, LLC serves as its real estate advisor.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
On September 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.
TOYS "R" US: Taps Kutak Rock as Virginia Co-Counsel
---------------------------------------------------
Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to hire Kutak Rock LLP.
The Richmond-based law firm will serve as co-counsel with Kirkland
& Ellis LLP and Kirkland & Ellis International LLP, the firms
tapped by the company to be its bankruptcy counsel.
The retention of Kutak Rock will provide additional legal resources
to advise Toys "R" Us and its affiliates on various matters and
will allow them to operate "more effectively" given its knowledge
of bankruptcy law and procedure in Virginia, according to court
filings.
The attorneys and paralegals who will be providing the services and
their standard hourly rates are:
Michael Condyles Partner $520
Peter Barrett Partner $470
Jeremy Williams Partner $360
Lynda Wood Paralegal $175
Amanda Nugent Paralegal $145
Before the petition date, Kutak Rock received a $75,000 retainer
from the Debtors as security for the payment of all unpaid fees and
expenses owed to the firm.
Michael Condyles, Esq., a partner at Kutak Rock, disclosed in a
court filing that each of the firm's partners, counsel and
associates is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Condyles disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.
Mr. Condyles also disclosed that no adjustments were made to either
the billing rates or the material financial terms of Kutak Rock's
employment by the Debtors as a result of the filing of their
cases.
The firm prepared a staffing plan and budget that covers the period
September to December 2017, according to Mr. Condyles.
Kutak Rock can be reached through:
Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
Kutak Rock LLP
901 East Byrd Street, Suite 1000
Richmond, VA 23219-4071
Tel: (804) 644-1700
Fax: (804) 783-6192
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.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
Judge Keith L. Phillips is the case judge. Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serves as the Debtors' legal
counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us
employed Alvarez & Marsal North America, LLC as its restructuring
advisor; and Lazard Freres & Co. LLC as its investment banker. It
hired Prime Clerk LLC as claims and noticing agent. A&G Realty
Partners, LLC serves as its real estate advisor.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
On September 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.
TOYS "R" US: Taps Prime Clerk as Administrative Agent
-----------------------------------------------------
Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to hire Prime Clerk LLC as
administrative advisor.
The firm will provide bankruptcy administrative services to the
company and its affiliates, which include assisting them in the
solicitation, balloting and tabulation of votes; preparing an
official ballot certification and reports in support of
confirmation of a Chapter 11 plan; providing a confidential data
room; and managing the distributions to creditors.
Shai Waisman, chief executive officer of Prime Clerk, disclosed in
a court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
Prime Clerk can be reached through:
Shai Y. Waisman
Prime Clerk LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
Email: swaisman@primeclerk.com
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.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
Judge Keith L. Phillips is the case judge. Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serves as the Debtors' legal
counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us
employed Alvarez & Marsal North America, LLC as its restructuring
advisor; and Lazard Freres & Co. LLC as its investment banker. It
hired Prime Clerk LLC as claims and noticing agent. A&G Realty
Partners, LLC serves as its real estate advisor.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
On September 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.
TRINITY INDUSTRIES: Court Ruling No Impact on Fitch BB+ Rating
--------------------------------------------------------------
There are no rating implications for Trinity Industries (TRN) as a
result of the ruling by a panel of the Fifth Circuit on Sept. 30
overturning the False Claims Act judgement, according to Fitch
Ratings.
The ruling overturns a $682.4 million judgment against Trinity in
October 2014 in a case under the federal False Claims Act relating
to the company's ET Plus guardrail end terminal system. However,
this ruling could be followed by additional appellate steps by the
plaintiff in the matter. As a result, while the ruling reduces the
likelihood that Trinity will have to pay the judgment, the case
isn't fully resolved until the appeals process runs its course.
There are also a number of state cases as well as product liability
and class action lawsuits that are stayed pending resolution of the
appellate process.
Trinity's operating results have been constrained by a sharp drop
in new railcar orders beginning in 2015, particularly oil and gas
tank cars, partially mitigated by a sizable backlog, which as of
June 30, 2017 totaled approximately 27,580 railcars. The rail
group, which accounted for 65% of sales in the manufacturing
segment in 2016, is the key area of weakness, along with the inland
barge segment. Both segments could see sales declines of over 40%
or more in 2017 following 30%-plus declines in 2016. Trinity's rail
car orders were up modestly in the second quarter of 2017 versus
the year earlier quarter, suggesting the rail car sector may be at
a cyclical inflection point.
Trinity had healthy liquidity totaling $1.5 billion as of June 30,
2017. This included $988 million in cash and marketable securities
as well as a $600 million revolver that had $507 million available
after $93 million of letters of credit. The cash is in excess of
the company's operating needs, which Fitch estimates at $150
million to $200 million for its manufacturing business. Trinity
Industries Leasing Company (TILC) uses a $1 billion warehouse
facility expiring in April 2018, on which $832 million was
available as of June 30, 2017.
The corporate maturity schedule is favorable with the revolver as
the nearest maturity in May 2020. Trinity also faces the possible
put of its $450 million of subordinated convertible notes on June
1, 2018, which, together with a related tax liability, could be
covered by existing liquidity.
Fitch expects debt/EBITDA for the manufacturing operations will
increase from 1.7x at the end of 2016 to the high-3x range at the
end of 2017, on flat debt levels and lower EBITDA. Leverage is
expected to improve in 2018 assuming repayment of the subordinated
convertible notes at least in part with existing cash.
Fitch currently rates Trinity as follows:
-- Long-term Issuer Default Rating 'BBB-';
-- Senior unsecured revolving credit facility 'BBB-';
-- Senior unsecured notes 'BBB-';
-- Subordinated convertible notes 'BB+'.
The Rating Outlook is Stable.
TULARE LOCAL: Chapter 9 Case Summary & 20 Largest Creditors
-----------------------------------------------------------
Debtor: Tulare Local Healthcare District
dba Tulare Regional Medical Center
869 N Cherry St
Tulare, CA 93274
Type of Business: Tulare Local Healthcare District is a public
hospital in Tulare, California. At a meeting of
the Hospital's Board of Directors held on
Sept. 29, 2017, it was found that the financial
condition of TRMC constitutes a fiscal emergency
and absent a Chapter 9 filing, the health,
safety, and welfare of its patients is in
jeopardy. In addition, the Hospital is
suffering from a critical cash shortage and
faces an imminent risk of closure.
For more information, please visit:
https://sites.google.com/view/tlhcd
Chapter 9
Petition Date: September 30, 2017
Bankruptcy Case No.: 17-13797
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Debtor's
Counsel: Riley C. Walter, Esq.
WALTER WILHEM LAW GROUP
205 E. River Park Circle, Ste. 410
Fresno, CA 93720
Tel: 559-435-9800
E-mail: rileywalter@w2lg.com
Estimated Assets: $100 million to $500 million
Estimated Debt: $100 million to $500 million
The petition was signed by Kevin B. Northcraft, chairperson. A
full-text copy of the petition is available for free at:
http://bankrupt.com/misc/caeb17-13797_petition.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Medline Hospital Supplies $200,000
Three Lakes Drive, Pharmaceuticals
Northfield, IL 60093
Roche Laboratory $143,754
9115 Hague Road, Supplies
Indianapolis, IN 46256
Tel: (317) 521-2000
Southern California Edison Power $139,706
P.O. Box 6400, Rancho
Cucamonga, CA 91729
Toshiba America Cath Lab Service/ $100,000
Repair
TechScript, Inc. Medical $72,000
Transcription
David Surdyka, D OR Call $55,000
SysMex Laboratory Supplies $46,500
Cardinal Health Hospital Supplies/ $42,000
Pharmaceuticals
UHS Rentals, pumps, beds, etc. $25,000
Central Valley Business Forms $21,400
Forms
Nightingale Traveler Company Traveling RNs $19,000
Siemens Lab and Radiology $17,000
Peninsula Messenger Service Courier Service $12,385
Frank Macaluso, MD TeleRadiology $12,000
Services (Night)
MedTox Lab Sent Outs - $9,000
Toxicology Evaluation
Fateh Entabi, MD OR Call $9,000
Lexicom $6,000
GE Capital Technology $-
Solutions, LLC
Henry Schein Inc. $-
General Electric Capital $-
Corporation
TWH LIMITED: Evaneric Buying Spring Commercial Property for $2M
---------------------------------------------------------------
TWH Limited Partnership asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of his commercial
real property and improvements thereon located at 25807 IH 45,
Spring, Texas to Evaneric Holding, LLC for $2,000,000.
The Debtor holds certain real property, generally described as
follows: (i) the Commercial Property; and (ii) a residential real
property and improvements located at 25810 Oak Ridge Dr., Spring,
Texas. The Residential Property is located directly behind the
commercial property on a contiguous lot.
This is a single asset real estate bankruptcy. However, TWH is
current on its payments owed to the secured lender holding a
mortgage against the real property, is current with the payment of
ad valorem taxes assessed against the real property and also
maintains the required insurances for the properties.
The persons who own and control TWH and Howard Hu, Inc.
("Landlord") live in and manage the real property from San Antonio,
Texas. In December 2013, Howard Hu acting as general partner of
TWH, leased under a written commercial lease agreement the real
property to certain entities known as 25807 TWH Ltd. and 25807 TWH
GP, LLC ("Tenants").
The written lease agreement between the parties contained a
provision for the Tenants to purchase restaurant equipment in the
premises and an option provision for the Tenants to purchase the
real property and improvements from Landlord under certain
conditions if Tenants were not in default under the lease and
exercised the option. They never exercised the purchase option,
and defaulted under the lease by failing to pay rent when due.
The Debtor terminated the lease and evicted Tenants -- i.e.,
commenced an action in JP Court to evict them. It prevailed; the
JP Court ordered the eviction of Tenants. The Tenants appealed,
and lost again. The County Court at Law in Montgomery County
signed a judgment ordering that Landlord is entitled to possession,
and signed a writ of possession in favor of Landlord. The Tenants
appealed again, to the Ninth Court of Appeals in Beaumont, Texas,
where they lost again.
After Tenants lost in the County Court at Law, they filed a lawsuit
against the Debtor on April 26, 2016, in the 284th Judicial
District Court of Montgomery County, Texas, which was styled 25807
TWH LTD and 25807 TWH GP, LLC vs. THW Limited Partnership, and
assigned Cause No. 16-04-04940. The action is currently stayed by
the automatic stay in effect in the case.
On March 7, 2017, the Landlord timely filed a Notice of Removal of
the Lawsuit to the U.S. District Court for the Southern District of
Texas and a motion to transfer the lawsuit to this Court as the
matters pending therein are core matters in the bankruptcy case.
The Debtor obtained buyers for both properties and filed an
Application to Approve Sale of Real Property Free and Clear of
Liens, Encumbrances and Interests.
On May 17, June 6, July 25-26, and Aug. 8, 2017, the Court
conducted extensive hearings on its Application to sell the
properties, along with several other related motions filed by the
parties. The proposed buyers for the Residential Property did
agree to extend closing date under their contract. On Aug. 31,
2017, the Court entered an Order approving the proposed sale of the
Residential Property.
The Debtor's Court-approved, David Salazar, has continued to
actively market the Commercial Property since the Debtor lost its
previous buyer. Mr. Salazar has now found a very motivated Buyer
for the Commercial Property who is willing to pay $2,000,000 cash
for the property, free and clear of any liens, encumbrances and
interests.
The parties have executed a sales contract and the proposed Buyer
has deposited $20,000 in earnest money with the title company. The
check for the earnest money is drawn on a bank account for an
entity known as "Woodlands Specialty Hospital, PLLC."
Because the sales contract calls for a cash purchase, the Buyer
wants to close as soon as possible. The contract calls only for a
10 days feasibility period, with a closing to occur within five
days thereafter, assuming the Court authorizes the Debtor to
complete the sale. The Buyer has indicated that time is of the
essence and the Debtor does not want to risk losing another sale.
The Property was listed in the Debtor's Schedules with a value of
$2,138,983. This valuation was based upon offers their broker had
received at the time the Schedules were filed. The Montgomery
County Appraisal District values the Property at $2,119,500;
however, this valuation does not take into account the
deteriorating condition of the Property.
Although Tenants claim to be the owners of the properties, they are
neither insuring the properties nor paying the ad valorem property
taxes assessed against the properties.
These liens exist against the Property:
a. Montgomery County Tax Assessor-Collector – This entity
collects all ad valorem property taxes assessed against the
Property. These taxes are current at the present time, as the
Debtor paid them in full (more than $53,000) and in a timely manner
on Jan. 31, 2017. Therefore, the only taxes that may be due this
entity would be pro-rated 2017 ad valorem taxes due at closing.
TWH proposes that all taxes due and owing to this entity and
assessed against the Property at the time of closing be paid
directly by the title company closing the sale.
b. Commerce National Bank ("CNB") is the DIP's secured lender.
CNB holds a perfected first lien Deed of Trust against the
Property, securing a note in the amount of $743,000. TWH estimates
that the balance due on this note was $634,996 as of the petition
date. The Debtor was current of the monthly mortgage payments to
CNB pre-petition, because of loans or contributions to the Debtor
by its owners or by an entity owned by TWH's owners. TWH intends
to keep the CNB loan current post-petition until the commercial
property sells; however, this imposes a hardship on the Debtor as
it has no income and can only make the payments by borrowing from
its owners. The Debtor proposes that all sums due and owing to CNB
be paid directly by the title company closing the sale of the
Property, including attorney's fees and expenses which have been
incurred by CNB in connection with this case.
c. As noted, the Tenants and its General Partner have taken
the position that they are the "owners" of the Property. They
breached the lease and have sued TWH (their former landlord)
claiming the lease was really a purchase. The Tenants have no
interest in the Property, and the sale should therefore go forward.
In the alternative, because the Tenants actually claim an
"interest" in the Property, the Court can and should authorize the
sale of the Property free and clear of such purported interest, as
such interest is in bona fide dispute.
It is not clear at the present time what the exact amount of
proceeds would be from the proposed sale, however a general
estimate would be in excess of $1.2 million. The Debtor believes
that the proceeds will be sufficient to pay all creditors holding
allowed claims in this case in full.
Both the TWH Entities and another entity believed to be controlled
by the TWH Entities' principals have filed significantly large
claims in this case. The Debtor disputes such claims in full and
will be filing an objection to both claims. TWH therefore asks
that the Court directs all of the remaining proceeds be paid by the
title company closing the sales into the registry of Court, where
the funds would be held pending further order of the Court.
The proposed sale is in the best interest of TWH's bankruptcy
estate, and constitutes an exercise of reasonable, proper and sound
business judgment. There is an immediate necessity for the sale to
be closed. The Commercial Property has fallen into a state of
great disrepair and has previously sustained damage which was
related to a roof leak. Further, the Debtor is to pay more than
$130,000 per year in debt service, property taxes, insurance and
maintenance for the property which could not be sold or rented due
to the Tenants unfounded litigation. Accordingly, the Debtor asks
the Court to approve the relief sought.
The Debtor further asks that the Court expressly directs entry of
one or more orders approving the sale contemplated and providing
that stay of Federal Rules of Bankruptcy Procedure Rules 6004(g)
and 6006(d) be waived, modified and not applicable to the sale of
the Property.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/TWH_Ltd_88_Sales.pdf
The Purchaser:
EVANERIC HOLDING, LLC
25440 I-45 N.
Woodlands, TX
Telephone: (281) 771-3453
The Tenants:
25807 TWH LTD and 25807 TWH GP, LLC
1314 Texas Ave., Suite 300
Houston, TX 77002
25807 TWH LTD and 25807 TWH GP, LLC
P.O. Box 27460
Houston, TX 77227
About TWH Limited Partnership
TWH Limited Partnership, based in San Antonio, Texas, was formed in
November 2000 specifically for the purpose of acquiring and holding
certain real estate located in Montgomery County, Texas, from which
another entity would operate a Taipei Chinese Restaurant. TWH's
general partner is Howard Hu, Inc., and the Debtor can only act
through said general partner.
TWH filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-50273) on Feb. 5, 2017. The petition was signed by Howard Y.
Hu, president of Howard Hu, Inc. -- general partner. The Debtor
estimated $1 million to $10 million in assets and $500,000 to $1
million in liabilities.
The Hon. Craig A. Gargotta presides over the case.
H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, in
San Antonio, Texas, serves as counsel to the Debtor.
USAE LLC: Seeks to Hire Gavin/Solmonese as Restructuring Advisor
----------------------------------------------------------------
USAE, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire a chief restructuring officer in
connection with its Chapter 11 case.
The Debtor proposes to employ Gavin/Solmonese, LLC to provide these
services:
(1) assess the Debtor's business, financial obligations,
operational needs, assets, business plan, business
strategy and operating forecasts;
(2) evaluate the Debtor's strategic and financial
alternatives;
(3) create a liquidation or turnaround plan to present to
secured lenders CAMOFI Master LDC and CAMHZN Master Fund
LLC to address the Debtor's litigation judgment and
repayment of its outstanding secured indebtedness;
(4) advise the Debtor on developing, evaluating, structuring
and negotiating the terms and conditions of a
turnaround, restructuring, plan of reorganization, or
sale transaction;
(5) communicate with the Debtor's stakeholders;
(6) make employment-related decisions following consultation
with the Debtor's board, management and counsel;
(7) monitor daily cash allocation and cash management
processes;
(8) assist the Debtor in negotiations with creditors; and
(9) provide other services, which include advising the
Debtor concerning additional financing and recruitment
of personnel.
The firm's standard hourly rates are:
Senior/Managing Directors $400-$650
Senior Consultants/Directors $225-$400
Other Professional Staff $125-$250
The firm has agreed to cap its fees at $10,000 per month.
Stanley Mastil, senior director of Gavin/Solmonese, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
Gavin/Solmonese can be reached through:
Stanley W. Mastil
Gavin/Solmonese, LLC
919 N. Market Street, Suite 600
Wilmington, DE 19801
Phone: 302-655-8997
Fax: 302-655-6063
About USAE LLC
USAE LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 17-11778) on September 9, 2017. The Debtor disclosed
total assets of $25.25 million and total liabilities of $19.56
million. The petition was signed by Robert Craig, manager.
Judge Kevin J. Carey presides over the case. Gellert Scali
Busenkell & Brown, LLC represents the Debtor as counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
VALEANT PHARMA: Moody's Rates New Sr. Secured Notes Due 2025 'Ba3'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new senior
secured notes of Valeant Pharmaceuticals International, Inc. There
are no changes to Valeant's existing ratings including the B3
Corporate Family Rating, B3-PD Probability of Default Rating, Ba3
(LGD 2) senior secured rating, Caa1 (LGD 5) senior unsecured rating
and the SGL-2 Speculative Grade Liquidity Rating. The rating
outlook remains negative.
Proceeds of the new secured notes will be to fund a tender offer
for certain tranches of senior unsecured notes. The transaction is
leverage-neutral, but credit positive based on a modest extension
of Valeant's debt maturity profile.
Ratings assigned:
Senior secured notes due 2025 at Ba3 (LGD 2)
RATINGS RATIONALE
Valeant's B3 Corporate Family Rating reflects very high financial
leverage with gross debt/EBITDA of about 7.5 times, and significant
challenges in restoring organic growth. Patent expirations over the
next 12 to 18 months will erode revenue, and other business lines
face pricing pressure and weak volume growth. Valeant also faces
considerable uncertainty related to government investigations and
other legal matters. High financial leverage creates refinancing
risk, although Valeant does not face any material debt maturities
until 2020.
The credit profile is supported by Valeant's good scale with $9
billion of revenue, good diversity, high margins, and solid cash
flow. Management is commited to reducing debt/ EBITDA, using excess
cash flow for debt repayment. Patent expirations will moderate in
2019, creating the potential for greater stability in Valeant's
core businesses.
The rating outlook is negative, reflecting the combination of very
high financial leverage, uncertainty around its ability to
stabilize operating trends, and unresolved legal issues. Without
greater progress in the turnaround, these factors will limit
broader access to the capital markets, which will eventually be
required to refinance bond maturities.
Factors that could lead to an upgrade including restoring
credibility through solid performance and underlying growth,
reducing debt with free cash flow, and progress at resolving legal
proceedings. Specifically, sustaining debt/EBITDA below 6.0 times
could lead to an upgrade.
Factors that could lead to a downgrade include significant
reductions in pricing or utilization trends, escalation of legal
issues or large litigation-related cash outflows, or asset
divestitures resulting in a substantially weaker business profile.
Specifically, sustaining debt/EBITDA above 7.5 times could lead to
a downgrade.
Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical and
healthcare company with expertise including branded dermatology,
gastrointestinal disorders, eye health, neurology, branded generics
and OTC products. Revenues total approximately $9 billion.
The principal methodology used in this rating was Pharmaceutical
Industry published in June 2017.
VALEANT PHARMACEUTICALS: S&P Affirms 'B' CCR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings today said it affirmed its 'B' corporate credit
rating on Quebec-based Valeant Pharmaceuticals International Inc.
The rating outlook remains stable.
S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the company's senior unsecured debt. The '5' recovery
rating is unchanged, indicating our expectation for modest
(10%-30%; rounded estimate: 20%) recovery in the event of a payment
default.
"We also assigned our 'BB-' issue-level rating and '1' recovery
rating to Valeant's proposed $1 billion eight-year senior secured
notes. The '1' recovery rating indicates our expectation for very
high (90%-100%; rounded estimate: 95%) recovery in the event of a
payment default.
"The affirmations follow Valeant's announcement that it will issue
$1 billion in new eight-year senior secured notes to repay a total
of $1 billion in senior unsecured debt from three issues maturing
in 2020. Although we view the transaction as a modest credit
positive, given the longer pro forma maturity profile, we continue
to expect leverage to exceed 7x in 2017 and 2018 and the company to
generate over $500 million in discretionary cash flow annually.
Moreover, while we view Valeant's substantial scale and revenue
diversity favorably, the company faces very high exposure to patent
losses over the next two years, and we believe its product pipeline
is insufficient to offset revenue and EBITDA declines in the next
12-18 months. This is despite our belief that the company has a
very diverse product portfolio, with limited therapeutic
concentration and only one drug, Xifaxan, a treatment for irritable
bowel syndrome, accounting for more than 10% of revenues.
"The stable rating outlook reflects our expectation that Valeant's
debt leverage will remain above 7x over the next two years though
the company will continue to generate substantial free cash flow
(aided by a low tax rate). The outlook hinges on the company's
ability to demonstrate a sustainable trajectory of positive growth
in profitability, excluding the impact of the significant patent
expirations in 2017 and 2018. This would require the company to
continue to grow its more successful franchises, including its
Bausch & Lomb segment and Xifaxan.
"We could lower the corporate credit rating if we believe
reputational, legal, or regulatory developments are likely to
undermine Valeant's ability to generate substantial free cash flow,
which would indicate serious issues surrounding the quality and
sustainability of its businesses. We could also lower the rating if
we believe the company will be unable to restore growth in its core
franchises over the next several quarters, as this might lead us to
conclude that the company's cannot sustain its current level of
cash flow over time.
"We view an upgrade as very unlikely over the next year, given the
company's ongoing business transition, the headwinds from patent
losses, and the significant uncertainty surrounding its EBITDA
generation potential. Longer term, we see multiple paths to a
higher rating. We could raise the rating if we gain confidence in
the company's ability to reduce and sustain debt leverage below 5x,
which we view as highly unlikely absent significant further asset
sales and debt repayment. We could also raise the rating if we
became more confident that the company can sustainably grow the
business and that it comfortably manage regulatory and litigation
risks. Under these scenarios, we would also need to be confident
that the business has stabilized and there is better visibility
into the company's financial performance."
VANGUARD HEALTHCARE: Whitehall's Sale of All Assets for $26M OK'd
-----------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Vanguard Healthcare, LLC
and its affiliated Debtors to assume the Asset Purchase Agreement,
dated as of Aug. 17, 2017, by and among Whitehall OpCo, LLC and Del
Prado Boco Realty, LLC or its assigns, in connection with the sale
of substantially all assets of Whitehall for $26,000,000.
A hearing on the Motion was held on Sept. 21, 2017.
At Closing and as a condition to the Closing, indefeasible payment
in cash in the amount of the HFS Payment (i.e., $21,000,000) will
be paid directly to Healthcare Financial Solutions, LLC (assignee
of General Electric Capital Corp.) ("HFS"), for application in
accordance with the terms of the HFS Loan Documents, as part of the
Cash Purchase Price paid by the Buyer under Section 2.4 of the
Agreement. It is adjudicated that HFS is, and will be, entitled to
indefeasible retention of the full HFS Payment made to HFS at
Closing as required by the Order.
HFS' consent to the sale of the Assets to the Buyer free and clear
of its Liens is specifically subject to the HFS Payment being made
in cash directly to HFS at Closing. Effective upon and only upon
HFS' receipt of the HFS Payment, HFS agrees and consents that all
proceeds of the Whitehall Accounts Receivable collected after the
Closing, which Whitehall will collect and hold for the benefit of
creditors in its Chapter 11 case in the Whitehall Segregated
Account, may be used to fund the Debtors' Plan.
Notwithstanding the Notice of Intent to Assume and Assign Executory
Contracts provided to the parties to certain contracts and leases,
no objections to the assumption and specified cure amounts have
been filed. Further, as of the Sale Hearing, the Buyer has not
designated any contracts to be assumed other than (i) the provider
agreement with the U.S. Department of Health and Human Services;
(ii) the Pharmacy Contract; and (iii) the Copier Contract.
Nevertheless, pursuant to Sections 105(a) and 365 of the Bankruptcy
Code, and subject to and conditioned upon the Closing of the Sale,
the Debtor's assumption and assignment to the Buyer, and the
Buyer's assumption on the terms set forth in the Agreement as
modified by the Order, of the Desired Contracts is approved.
With respect to the Evergreen Rehabilitation contract with
Whitehall set forth on the list of Desired Contracts,
notwithstanding the $0 Cure Amount listed with respect to the
Evergreen/Whitehall Contract, the Debtors and Evergreen acknowledge
that such Cure Amount is $560,059.
The Court previously approved the Debtor's retention of New Century
Capital Partners as its financial advisor with respect to the Sale
("NCCP Order"). Pursuant to Section 328 of the Bankruptcy Code and
the NCCP Order, the Debtor is authorized to pay to New Century
Capital Partners a transaction fee in the amount of $520,000,
payable at Closing.
The Debtors agree that the unsecured creditors holding Allowed
Claims in the Whitehall Chapter 11 case will be paid in full within
Class 5 in the Debtors' Plan, as it may be further amended, and
further if the Debtors' Plan is not approved and the assets of
Whitehall is distributed separately from the remaining Debtors so
that the creditors of Whitehall are not paid in full as
contemplated under the Debtors' Plan, the remaining Debtors agree
to pay to the Whitehall estate an amount sufficient to provide 25%
of those Class 5 Allowed Claims, after the payment of
administrative and priority expenses incurred prior to the Closing,
but before the deduction of liquidation expenses to distribute the
funds.
The Court finds that the sale is a condition to the Third Amended
Plan and will close after confirmation of the Third Amended Plan
and accordingly pursuant to Florida Department of Revenue v.
Piccadilly Cafeterias, Inc., the stamp-tax exemption would be
applicable for the closing of the sale and the recording of any
transfer documents thereto that occurs after the confirmation of
the Third Amended Plan. The Buyer, in its discretion, may
holdback, from the sale, an amount equal to the recording tax until
the recording of the transfer documents.
Notwithstanding the foregoing or any other provision of the Order,
nothing in the Order alters or affects the Cash Collateral Order,
or any of the claims, Liens, or other rights granted to or held by
HFS against the Assets under the Cash Collateral Order or under the
HFS Loan Documents, unless and until HFS receives indefeasible cash
payment of the HFS Payment at Closing, as required by the Order.
About Vanguard Healthcare
Vanguard Healthcare, LLC, is a long-term care provider
headquartered in Brentwood, Tennessee, providing rehabilitation and
skilled nursing services at 14 facilities in four states (Florida,
Mississippi, Tennessee and West Virginia).
Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296)
on May 6, 2016. The petitions were signed by William D. Orand, the
CEO. Vanguard estimated assets in the range of $100 million to
$500 million and liabilities of up to $100 million.
The cases are assigned to Judge Randal S. Mashburn.
The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy
counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd.,
and Maggart & Associates, P.C., as accountants.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. Bass, Berry & Sims PLC serves as bankruptcy
counsel to the committee. CohnReznick LLP is the committee's
financial advisor.
The U.S. Trustee also appointed Laura E. Brown as patient care
ombudsman for Vanguard Healthcare.
VANITY SHOP: Anfield Apparel Resigns from Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee for Region 12 amended on Sept. 28 the appointment
of committee of unsecured creditors for Vanity Shop of Grand Forks,
Inc., to remove Anfield Apparel Group, Inc., due to resignation.
As reported by the Troubled Company Reporter on March 21, 2017, the
U.S. Trustee appointed two more creditors -- Cavalini, Inc., and
Anfield Apparel Group, Inc. -- to serve on the Committee. The
bankruptcy watchdog had earlier appointed Washington Prime Group
Inc., GGP Limited Partnership, and Simon Property Group, Inc.,
court filings show.
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 Vanity Shop of Grand Forks
Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc.,
filed a Chapter 11 petition (Bankr. D. N.Dak. Case No. 17-30112) on
March 1, 2017. The petition was signed by James Bennett, chairman
of the Board of Directors. In its petition, the Debtor estimated
assets of less than $100,000 and liabilities of $10 million to $50
million.
Judge Shon Hastings presides over the case. Caren Stanley, Esq.,
at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The
Debtor hired Eide Bailly, LLP, as auditor; Bell Bank as trustee for
the ERISA Plan; and Jill Motschenbacher as accountant.
On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired Fox
Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as
financial advisor, and Brady Martz & Associates PC, as accountant.
VERACRUZ INVESTMENTS: Sale of Lawrenceville Property for $140K OK'd
-------------------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court Northern
District of Georgia authorized Veracruz Investments, LLC's sale of
unencumbered property located at 1175 Arbour Avenue, Lawrenceville,
Gwinnett County, Georgia to Gerardo Bagcat for $140,000.
An expedited hearing on the Motion was held on Sept. 28, 2017.
The sale is free and clear of all liens, claims, encumbrances, and
other interests of any kind or nature whatsoever.
From the proceeds of the sale authorized, the Debtor will (i) issue
a credit to Purchaser against the purchase price at the Closing
sufficient to pay ad valorem taxes assessed against the Property
through the closing of the sale; (ii) pay all usual, customary, and
reasonable costs associated with the sale as provided in the
Contract and in the Listing Agreement, including the 6% brokerage
fee for the Debtor's and the Purchaser's brokers collectively; and
(iii) pay to Respondent Gwinnett County Tax Commissioner, as its
interests lie, the total amount of its tax-related claims against
the Property, as definitively calculated at closing, all in full
satisfaction of its resulting liens.
Time is of the essence in closing the Transactions, and the Court
expressly finds that there is no just reason for delay in the
implementation of this Order and that the closing can occur
immediately upon entry of the Order. Accordingly, the stay of
orders authorizing the use, sale, or lease of property as provided
for in Bankruptcy Rule 6004(h) will not apply to the Order, and it
is immediately effective and enforceable.
Within one business day after the entry of the Order, the Debtor's
counsel will serve a copy of the Order upon all interested
parties.
About Veracruz Investments
Located at 1625 Oakbrook Drive Norcross, Georgia, Veracruz
Investments, LLC, is a limited liability company that provides
investment services. Veracruz Investments sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 17-65621) on Sept. 5, 2017.
The petition was signed by Helio E. Bernal, operating manager. The
Debtor estimates assets and liabilities in the range of $1 million
to $10 million. The Debtor tapped David L. Bury, Jr., Esq., at
Stone & Baxter, LLP as counsel.
VISUAL HEALTH: Hires Buechler & Garber as Bankruptcy Counsel
------------------------------------------------------------
Visual Health Solutions Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Buechler &
Garber, LLC as its bankruptcy counsel.
Professional services that Buechler & Garber will render are:
a. provide the Debtor with legal advice with respect to their
powers and duties;
b. aid the Debtor in the development of a plan of
reorganization under Chapter 11;
c. file the necessary petitions, pleadings, reports, and
actions which may be Chapter 11;
d. take necessary actions to enjoin and stay until final
decree the continuation of pending proceedings, and enjoin and stay
until the final decree, the commencement of lien foreclosure
proceedings and all matters as may be provided under USC Section
362; and
e. perform all other legal services for the Debtor which may
be necessary.
Aaron A. Garber, partner with Buechler & Garber, LLC, attests that
the Firm is disinterested as defined by 11 U.S.C. Section 101(14),
and does not have or represent any interest materially adverse to
the interest of the estate or of any class of creditors.
Buechler & Garber was paid a retainer by the Debtor in the amount
of $14,664.50. The Debtor paid pre-petition fees and costs,
including the filing fee, in the amount of $5,335.50.
The Firm can be reached through:
Aaron A. Garber, Esq.
BUECHLER & GARBER, LLC
999 18th Street, Suite 1230S
Denver, CO 80202
Tel: (720) 381-0045
Fax: (720) 381-0382
Email: aaron@bandglawoffice.com
About Visual Health Solutions
Headquartered in Fort Collins, Colorado, Visual Health Solutions --
http://www.visualhealthsolutions.com/-- creates multimedia
content, including medical animations, medical illustrations, and
interactive graphics for the healthcare industry. Visual Health
Solutions' multimedia medical library content includes 3D medical
animations, medical device animations, pharmaceutical MOA
animations, multimedia programs, medical illustrations, and
interactive anatomy models. Visual Health partners with hospitals
to create new patient education content and pharmaceutical
companies to assist with sales training and product launch or
development.
Visual Health Solutions filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017, estimating
its assets at between $100,000 and $500,000 and liabilities between
$1 million and $10 million. The petition was signed by Paul Baker,
its CEO.
Judge Elizabeth E. Brown presides over the case.
Aaron A Garber, Esq., at Buechler & Garber, LLC, serves as the
Debtor's bankruptcy counsel.
VITAMIN WORLD: Taps Katten Muchin Rosenman as Co-Counsel
--------------------------------------------------------
Vitamin World, Inc. and its affiliated debtors seek approval from
the US Bankruptcy Court for the District of Delaware to employ
Katten Muchin Rosenman LLP as co-counsel.
The professional services that Katten Muchin will render are:
(a) provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
their businesses and management of their properties;
(b) prepare and pursue confirmation of a plan of
reorganization, and approval of a disclosure statement;
(c) prepare, on behalf of the Debtors, necessary applications,
motions, answers, orders, reports, and other legal papers;
(d) appear in Court and protect the interests of the Debtors
before the Court;
(e) provide assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Debtors that may be required under local, state or
federal law or orders of this or any other court of competent
jurisdiction;
(f) provide counseling and representation with respect to
assumption or rejection of executory contracts and leases, sales of
assets and other bankruptcy-related matters arising from these
Chapter 11 Cases;
(g) advise the Debtors regarding matters of bankruptcy law;
(h) render advice with respect to general corporate and
litigation issues related to these Chapter 11 Cases, including, but
not limited to, securities, corporate finance, labor, tax and
commercial matters; and
(i) perform all other services assigned by the Debtors to
Katten Muchin as co-counsel to the Debtors, and to the extent
Katten determines that the services fall outside of the scope of
services historically or generally performed by Katten as
co-counsel in a bankruptcy proceeding, Katten will file a
supplemental declaration pursuant to Bankruptcy Rule 2014.
Peter A. Siddiqui, partner in the law firm of Katten Muchin
Rosenman LLP, attests that his firm (a) does not hold or represent
any interest adverse to the Debtors in matters upon which it is to
be engaged, and (b) is a "disinterested person" within the meaning
of section 101(14) of the Bankruptcy Code.
The attorneys primarily responsible for representing the Debtors,
and their current standard hourly rates, are:
Steven Antion Partner $885
Peter Siddiqui Partner $760
Paige Barr Partner $700
Allison Thompson Associate $375
Vlada Fraiman Associate $460
The Firm can be reached through:
Peter A. Siddiqui, Esq.
Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661-3693
Tel: 312-902-5200
Fax: 312-902-1061
Email: peter.siddiqui@kattenlaw.com
About Vitamin World
Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017.
Headquartered in Holbrook, New York, Vitamin World is a specialty
retailer in the vitamins, minerals, herbs and supplements market.
The Company offers customers products across all major VMHS and
sports nutrition categories, including, supplements, active
nutrition, multiples, letter vitamins, health and beauty, herbs,
minerals, food and specialty items.
When it filed for bankruptcy, Vitamin World was operating out of
four distribution centers located in Holbrook, New York; Sparks,
Nevada; Riverside, California; and Groveport, Ohio; and 334 retail
stores that are mostly located in malls and outlet centers across
the United States and its territories. Products are also sold
online at http://www.vitaminworld.com/ The Company has 1,478
active employees.
Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel.
Saul Ewing Arnstein & Lehr LLP is the co-counsel. Retail Consulting
Services, Inc., is the Debtors' real estate advisors. RAS
Management Advisors, LLC, is the financial advisor. JND Corporate
Restructuring is the claims and noticing agent.
Vitamin World estimated assets of $50 million to $100 million and
debt of $10 million to $50 million.
VITAMIN WORLD: Taps Mackinac Partners as Financial Advisor
----------------------------------------------------------
Vitamin World, Inc. and its affiliated debtors seek approval from
the US Bankruptcy Court for the District of Delaware to employ
Mackinac Partners, LLC as financial advisor to the Debtors, nunc
pro tunc to September 21, 2017.
The financial advisory services Mackinac will provide are:
a. provide analytical and project management support to
comply with the chapter 11 reporting requirements;
b. support the refinement of the Debtors' weekly cash flow
and reporting under the DIP Credit Agreement;
c. provide financial advisory services in support of the
Debtors' reorganization plan, including (i) a liquidation
analysis and supporting notes, schedules and assumptions,
(ii) developing a range of enterprise value based on the
Debtors' five-year projections, (iii) other financial
advisory work in support of the best interests test of
creditors, and (iv) communications to various
stakeholders regarding the liquidation analysis and
enterprise value, at the request of the Debtors'
management or counsel;
d. assist the Debtors in presenting and communicating a
restructuring plan to various stakeholders;
e. if necessary, assist the company with managing a section
363 sale process, including, (i) developing a list of
potential buyers, (ii) developing materials and documents
for potential buyers' review, (iii) assisting the Debtors
with the preparation of due diligence materials, and
(iv) working with the Debtors and their counsel to
prepare and support asset management or agency
agreements; and
f. provide other financial advisory services as directed by
the Debtors and agreed to by Mackinac.
Mackinac professional fees are:
Partners and Senior Managing Directors $600-$675
Managing Directors $450-$575
Directors $350-$425
Associates and Analysts $250-$325
Michael Nowlan, Senior Managing Director, Mackinac Partners, LLC,
attests that Mackinac is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.
The Advisor can be reached through:
Michael Nowlan
MACKINAC PARTNERS, LLC
Two Park Plaza, Suite 600
Boston, MA 02116
Tel: (857) 277-0291
About Vitamin World
Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017.
Headquartered in Holbrook, New York, Vitamin World is a specialty
retailer in the vitamins, minerals, herbs and supplements market.
The Company offers customers products across all major VMHS and
sports nutrition categories, including, supplements, active
nutrition, multiples, letter vitamins, health and beauty, herbs,
minerals, food and specialty items.
When it filed for bankruptcy, Vitamin World was operating out of
four distribution centers located in Holbrook, New York; Sparks,
Nevada; Riverside, California; and Groveport, Ohio; and 334 retail
stores that are mostly located in malls and outlet centers across
the United States and its territories. Products are also sold
online at http://www.vitaminworld.com/ The Company has 1,478
active employees.
Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel. Saul
Ewing Arnstein & Lehr LLP is the co-counsel. Retail Consulting
Services, Inc., is the Debtors' real estate advisors. RAS
Management Advisors, LLC, is the financial advisor. JND Corporate
Restructuring is the claims and noticing agent.
Vitamin World estimated assets of $50 million to $100 million and
debt of $10 million to $50 million.
VITAMIN WORLD: Taps Saul Ewing Arnstein & Lehr as Co-Counsel
------------------------------------------------------------
Vitamin World, Inc. and its affiliated debtors seek approval from
the US Bankruptcy Court for the District of Delaware to employ Saul
Ewing Arnstein & Lehr LLP as co-counsel.
The professional services that SEAL will render are:
a. provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
their businesses and management of their properties;
b. prepare and pursue confirmation of a plan of
reorganization, and approval of a disclosure statement;
c. prepare, on behalf of the Debtors, necessary applications,
motions, answers, orders, reports, and other legal papers;
d. appear in Court and protect the interests of the Debtors
before the Court;
e. provide assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Debtors that may be required under local, state or
federal law or orders of this or any other court of competent
jurisdiction;
f. provide counseling and representation with respect to
assumption or rejection of executory contracts and leases, sales of
assets and other bankruptcy-related matters arising from these
Chapter 11 Cases; and
g. perform all other services assigned by the Debtors, in
consultation with Katten Muchin Rosenman LLP, to SEAL as co-counsel
to the Debtors, and to the extent the Firm determines that such
services fall outside of the scope of services historically or
generally performed by SEAL as co-counsel in a bankruptcy
proceeding, SEAL will file a supplemental declaration pursuant to
Bankruptcy Rule 2014.
Mark Minuti, partner in the law firm of Saul Ewing Arnstein & Lehr
LLP, attests that SEAL (a) does not hold or represent any interest
adverse to the Debtors in matters upon which it is to be engaged,
and (b) is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code.
The attorneys primarily responsible for representing the Debtors,
and their current standard hourly rates, are:
Mark Minuti Partner $710
Jeffrey Hampton Partner $625
Monique Bair DiSabatino Associate $395
The Firm can be reached through:
Mark Minuti, Esq.
Saul Ewing Arnstein & Lehr LLP
1201 North Market Street, Suite 2300
Wilmington, DE 19801
Tel: (302) 421-6800
Fax: (302) 421-6813
About Vitamin World
Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017.
Headquartered in Holbrook, New York, Vitamin World is a specialty
retailer in the vitamins, minerals, herbs and supplements market.
The Company offers customers products across all major VMHS and
sports nutrition categories, including, supplements, active
nutrition, multiples, letter vitamins, health and beauty, herbs,
minerals, food and specialty items.
When it filed for bankruptcy, Vitamin World was operating out of
four distribution centers located in Holbrook, New York; Sparks,
Nevada; Riverside, California; and Groveport, Ohio; and 334 retail
stores that are mostly located in malls and outlet centers across
the United States and its territories. Products are also sold
online at http://www.vitaminworld.com/ The Company has 1,478
active employees.
Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel. Saul
Ewing Arnstein & Lehr LLP is the co-counsel. Retail Consulting
Services, Inc., is the Debtors' real estate advisors. RAS
Management Advisors, LLC, is the financial advisor. JND Corporate
Restructuring is the claims and noticing agent.
Vitamin World estimated assets of $50 million to $100 million and
debt of $10 million to $50 million.
WWLC INVESTMENT: Taps Erikson Firm as Special Counsel
-----------------------------------------------------
WWLC Investment, L.P. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ The Erikson Firm, A
Professional Corporation as special counsel in a pending litigation
involving Sorab Miraki.
Immediately prior to the Petition Date, the Erikson Firm was
representing the Debtor in the litigation styled WWLC Investments,
L.P. vs. Sorab Miraki & Tom Wylie, Cause No. 416- 02539-2017 in the
416th Judicial District Court in Collin County, Texas. A ruling
denying the Debtor's First Amended Motion for New Trial/Motion for
Rehearing was issued by the court on August 31, 2017. The Debtor
intends to file an appeal of that ruling to the Texas Court of
Appeals and in the event it is successful, then continue with an
underlying litigation in which it is a defendant being sued by
Sorab Miraki. The Debtor says the liquidation of this claim is
essential to the administration of its bankruptcy estate.
The Debtor also needs Erikson to represent it in any appeal of the
ruling denying the request for new trial, any subsequent appeals,
and the trial on the merits of the Litigation, and to prosecute any
estate claims against Sorab Miraki.
The Debtor has been informed that the normal hourly billing rates
for Brian Erikson is $300.00 per hour and the rate for paralegals
is $115.00 per hour.
Brian Erikson, shareholder in the Erickson Firm, attests that
neither his firm, nor any member, counsel, or associate represent
any interest adverse to the Debtor or its estate with respect to
the matters on which the firm is to be employed. The Firm and each
of its employees are disinterested persons, as defined by 11 U.S.C.
Sec. 101(14).
The Firm can be reached through:
Brian Erikson, Esq.
THE ERIKSON FIRM, A PROFESSIONAL CORPORATION
PO Box 140249
Dallas, TX 75214-0249
Tel: 214-202-4742
About WWLC Investment L.P.
WWLC Investment, L.P. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-41913) on September
1, 2017. Wendy Chen, an authorized representative, signed the
petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $50,000.
Judge Brenda T. Rhoades presides over the case.
WYNIT DISTRIBUTION: Committee Taps Barnes & Thornburg as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of WYNIT
Distribution, LLC, and its affiliates, seeks authority from the
U.S. Bankruptcy Court for the District of Minnesota to retain the
law firm of Barnes & Thornburg LLP as its bankruptcy co-counsel.
According to the Committee, professional services required of
Barnes & Thornburg are:
(a) consult with the debtor-in-possession and the Office of
the United States Trustee regarding administration of
the cases;
(b) advise the Committee with respect to its rights, power,
and duties as they relate to the cases;
(c) investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtors;
(d) assist the Committee in analyzing the Debtors'
pre-petition and post- petition relationships with its
creditors, equity interest holders, employees, and other
parties in interest;
(e) assist and negotiate on the Committee's behalf in
matters relating to the claims of the Debtors' other
creditors;
(f) request the appointment of a trustee or examiner in
instances where the Committee deems such action
appropriate;
(g) advise the Committee in connection with any proposed
sale of the assets of the Debtors;
(h) assist the Committee in preparing pleadings and
applications as may be necessary to further the
Committee's interests and objectives;
(i) research, analyze, investigate, file, and prosecute
litigation on behalf of the Committee in connection with
issues including, but not limited to, avoidance actions,
fraudulent conveyances, and lender liability;
(j) represent the Committee at hearings and other
proceedings;
(k) review and analyze applications, orders, statements of
operations, and schedules filed with the Court and
advising the Committee regarding all such materials;
(l) aid and enhance the Committee's participation in
formulating a plan;
(m) assist the Committee in advising unsecured creditors of
the Committee's decisions, including the collection and
filing of acceptances and rejections to any proposed
plan; and
(n) perform other legal services as may be required and are
deemed to be in the interests of the Committee.
The discounted hourly rates of the attorneys currently expected to
provide services to the Committee are:
Connie A. Lahn $565
Peter A. Clark $660
Christopher Knapp $405
Lisa Starks $430
Rubin Pusha $370
Autumn Gear $310
Sofia Shaw $265
Connie A. Lahn, partner in the law firm of Barnes & Thornburg LLP,
attests that neither he nor the firm has represented or had any
connection with the Debtors, their creditors, or any other party in
interest, their attorneys or accountants, the United States
Trustee, or any other person employed in the office of the United
States Trustee within the meaning of Bankruptcy Rule 2014.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Ms. Lahn
disclosed that:
-- the firm agreed to a discount to its standard or
customary billing arrangements for this engagement;
-- none of the firm's professionals included in the
engagement vary their rate based on the geographic
location of the bankruptcy case;
-- during the past 12 months before the petition date, the
firm's rates for timekeepers were in the same range as
above and have not changed postpetition; and
-- the firm has or will deliver a prospective budget and
staffing plan for the period from the petition date
through January 1, 2018, to the Committee and will
continue to work with the Committee on the budget and
staffing plan.
The Counsel can be reached through:
Connie A. Lahn, Esq.
Christopher Knapp, Esq.
BARNES & THORNBURG LLP
2800 Capella Tower
225 South Sixth Street
Minneapolis, MN 55402-4662
Tel: (612) 333-2111
Fax: (612) 333-6798
Email: Connie.Lahn@btlaw.com
Christopher.Knapp@btlaw.com
About WYNIT Distribution, LLC
Headquartered at Greenville, South Carolina, WYNIT Distribution,
LLC, is an international distributor of products from the top
brands in the consumer electronics, photo, wide format printing,
security and outdoor leisure and adventure industries.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Minn.
Case No. 17-42726) on September 8, 2017. The petitions were signed
by Pete Richichi, chief operating officer.
The Debtor disclosed total assets of $100 million to $500 million
and total liabilities of $100 million to $500 million.
Judge Kathleen H Sanberg presides over the case. Stinson Leonard
Street LLP represents the Debtor as counsel. The Debtor hired
Conway Mackenzie, Inc., as financial advisor, JND Corporate
Restructuring as claims, noticing, and balloting agent.
An Official Committee of Unsecured Creditors has retain Barnes &
Thornburg LLP and Lowenstein Sandler LLP as its bankruptcy
co-counsel.
WYNIT DISTRIBUTION: Committee Taps Lowenstein Sandler as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of WYNIT
Distribution, LLC, and its affiliates, seeks authority from the
U.S. Bankruptcy Court for the District of Minnesota to retain the
law firm of Lowenstein Sandler LLP as its bankruptcy co-counsel.
Professional services required of Lowenstein are:
(a) advise the Committee with respect to its rights, duties,
and powers in these Chapter 11 cases;
(b) assist and advising the Committee in its consultations
with the Debtors relative to the administration of these
Chapter 11 cases;
(c) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure
and in negotiating with holders of claims and equity
interests;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors and of the operation of the Debtors'
businesses;
(e) assist the Committee in its investigation of the liens
and claims of the holders of the Debtors' pre-petition
debt and the prosecution of any claims or causes of
action revealed by such investigation;
(f) assist the Committee in its analysis of, and
negotiations with, the Debtors or any third party
concerning matters related to, among other things, the
assumption or rejection of certain leases of
nonresidential real property and executory contracts,
asset dispositions, sale of assets, financing of other
transactions and the terms of one or more plans of
reorganization for the Debtors and accompanying
disclosure statements and related plan documents;
(g) assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in
these Chapter 11 cases;
(h) represent the Committee at hearings and other
proceedings;
(i) review and analyze applications, orders, statements of
operations, and schedules filed with the Court and
advise the Committee as to their propriety;
(j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives;
(k) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, adversary complaints, objections, or
comments in connection with any of the foregoing; and
(l) perform other legal services as may be required or are
otherwise deemed to be in the interests of the Committee
in accordance with the Committee's powers and duties as
set forth in the Bankruptcy Code, Bankruptcy Rules, or
other applicable law.
The hourly rates of the attorneys expected to provide services to
the Committee are:
Jeffrey Cohen $895
Jeffrey D. Prol $835
David M. Banker $710
Eric S. Chafetz $675
Keara M. Waldron $510
Diane Claussen $250
Jeffrey Cohen, partner in the law firm of Lowenstein Sandler LLP,
attests that neither he nor Lowenstein has represented or had any
connection with the Debtors, their creditors, or any other party in
interest, their attorneys or accountants, the United States
Trustee, or any other person employed in the office of the United
States Trustee within the meaning of Bankruptcy Rule 2014.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Jeffrey
Cohen disclosed that:
-- Lowenstein agreed to a 10% reduction to its standard or
customary billing arrangements for this engagement and
will not charge for non-working travel;
-- none of Lowenstein's professionals included in this
engagement varied their rate based upon the geographic
region of the bankruptcy case;
-- during the past 12 months before the petition date,
Lowenstein's rates for timekeepers were in the same
range as above and have not changed postpetition; and
-- Lowenstein has delivered or will deliver a prospective
budget and staffing plan for the period from the petition
date through January 1, 2018, to the Committee; and will
continue to work with the Committee on the budget and
staffing plan.
The Counsel can be reached through:
Jeffrey Cohen, Esq.
Jeffrey D. Prol, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
225 South Sixth Street
New York, NY 10020
Tel: (212) 262-6700
Fax: (212) 262-7402
Email: jcohen@lowenstein.com
jrol@lowenstein.com
About WYNIT Distribution, LLC
Headquartered at Greenville, South Carolina, WYNIT Distribution,
LLC, is an international distributor of products from the top
brands in the consumer electronics, photo, wide format printing,
security and outdoor leisure and adventure industries.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Minn.
Case No. 17-42726) on September 8, 2017. The petitions were signed
by Pete Richichi, chief operating officer.
The Debtor disclosed total assets of $100 million to $500 million
and total liabilities of $100 million to $500 million.
Judge Kathleen H Sanberg presides over the case. Stinson Leonard
Street LLP represents the Debtor as counsel. The Debtor hired
Conway Mackenzie, Inc., as financial advisor, JND Corporate
Restructuring as claims, noticing, and balloting agent.
An Official Committee of Unsecured Creditors has retain Barnes &
Thornburg LLP and Lowenstein Sandler LLP as its bankruptcy
co-counsel.
WYNIT DISTRIBUTION: Hires Firley Moran as Tax Advisor
-----------------------------------------------------
WYNIT Distribution LLC seeks approval from the U.S. Bankruptcy
Court for the District of Minnesota to hire Firley, Moran, Freer &
Eassa, CPA, P.C.
The firm will serve as accounting, audit and tax advisor of the
company and its affiliates in connection with their Chapter 11
cases. The services to be provided by the firm include:
(a) conducting certain agreed upon procedures in connection
with the observation of the Debtors' physical inventory
process;
(b) accounting and tax services in connection with the
filing of the Debtors' U.S. federal and state income tax
returns and extensions and any required quarterly
estimated tax payments for the fiscal year ending
October 31, 2017;
(c) accounting and tax services in connection with the
filing of the Debtors' final U.S. federal and state
income tax returns and extensions and any required
quarterly estimated tax payments for the fiscal year
beginning November 1, 2017, to date of dissolution;
(d) any other tax, advisory and accounting matters as
requested.
The firm's standard hourly rates range from $100 to $295.
Bruce Pietraszek, principal of Firley Moran, 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:
Bruce M. Pietraszek
Firley, Moran, Freer & Eassa, CPA, P.C.
5010 Campuswood Drive, Suite 4
East Syracuse, NY 13057
Phone: (315) 472-7045
About WYNIT Distribution LLC
Headquartered at Greenville, South Carolina, WYNIT Distribution,
LLC, is an international distributor of products from the top
brands in the consumer electronics, photo, wide format printing,
security and outdoor leisure and adventure industries.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Minn.
Case No. 17-42726) on September 8, 2017. The petitions were signed
by Pete Richichi, chief operating officer.
The Debtor disclosed total assets of $100 million to $500 million
and total liabilities of $100 million to $500 million.
Judge Kathleen H. Sanberg presides over the case. Stinson Leonard
Street LLP represents the Debtor as counsel. The Debtor hired
Conway Mackenzie, Inc., as financial advisor; and JND Corporate
Restructuring as claims, noticing, and balloting agent.
[] Chapter 11 Filings Down in Third Quarter 2017, The Deal Says
---------------------------------------------------------------
Bankruptcy decreased in the third quarter as troubled retail
companies avoided filing before the holidays, with the exception of
Toys "R" Us, which filed for bankruptcy on September 18 with more
than $7 billion in liabilities, according to The Deal, a business
unit of TheStreet, Inc.
In the third quarter, Weil, Gotshal & Manges was the top ranked law
firm for bankruptcy filings by volume. Houlihan Lokey continued to
dominate among investment banks, and FTI Consulting claimed the top
spot for crisis management firms by volume.
"The pace of retail Chapter 11 filings slowed during the third
quarter, with the notable exception of Toys "R" Us, which entered
bankruptcy with more than $7 billion in liabilities," said
Stephanie Gleason, senior writer at The Deal. "The retailers that
can will likely continue to try to stave off filing for bankruptcy
through the holiday shopping season."
The Deal's exclusive League Table ranking covers the top U.S. firms
involved in bankruptcy cases filed between January 1 and September
15, 2017.
Some highlights from the report:
Weil, Gotshal & Manges LLP claimed the top spot for bankruptcy law
firms by volume, with $103.6 billion in liabilities. Orrick,
Herrington & Sutcliffe LLP followed, with $103.4 billion in
liabilities. Milbank, Tweed, Hadley, & McCloy LLP ranked third,
with just over $99 billion in liabilities.
For investment banks by volume, Houlihan Lokey Inc. remained in the
top spot, with $106.5 billion in liabilities. Lazard Ltd. followed
in second, with $39.3 billion in liabilities. Moelis & Co. LLC was
third, with $15.8 billion in liabilities.
FTI Consulting Inc. claimed the top spot for crisis management
firms by volume with just over $105 billion. Zolfo Cooper LLC
followed with $81.4 billion. Goldin Associates LLC came in third
with $75.8 billion.
The full article is available online, or learn more about The
Deal's Bankruptcy League Tables by visiting
http://www.thedeal.com/league-tables/bankruptcy/
About The Deal's Bankruptcy League Tables
The Deal's Bankruptcy League Tables are comprised of advisory
assignments on business petitions with liabilities of at least $25
million, filed in U.S. courts, between January 1 and September 15,
2017.
About The Deal
The Deal -- http://www.thedeal.com/-- provides actionable,
intraday coverage of mergers, acquisitions and all other changes in
corporate control to institutional investors, private equity, hedge
funds and the firms that serve them. The Deal is a business unit
of TheStreet, Inc. (NASDAQ: TST, www.t.st), a leading financial
news and information provider. Other business units include
TheStreet -- http://www.thestreet.com-- an unbiased source of
business news and market analysis for investors; BoardEx --
http://www.boardex.com-- a relationship mapping service of
corporate directors and officers; and RateWatch --
http://www.rate-watch.com-- which supplies rate and fee data from
banks and credit unions across the U.S.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
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equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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.
*********
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Troubled Company Reporter is a daily newsletter co-published
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Copyright 2017. All rights reserved. ISSN: 1520-9474.
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