/raid1/www/Hosts/bankrupt/TCR_Public/171025.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 25, 2017, Vol. 21, No. 297
Headlines
1776 AMERICAN: Sale of Humble Property to Continental for $83K OK'd
1802 PALISADES: Plan and Disclosures Hearing Set for Nov. 7
24-54 CRESCENT: Hires William N. Mavrelis as Special Counsel
2L AUSTIN: Wants Exclusive Plan Filing Deadline Moved to Dec. 22
ADVANCED SOLIDS: PMS Buying Equipment for $575K
AGT FOOD: DBRS Confirms B(high) Over Fairfax Deal Closure
ALBANY MIB+K: Hires Nixon Peabody as Bankruptcy Counsel
ALERE INC: S&P Withdraws Ratings Amid Closing of Abbott Deal
ANDREW E. BRESSMAN: M. Folkenflik Committed Fraud, 3d Cir. Says
ARTHUR HOOD: Proposes Sale of 329.5 Million ABG Shares
ASARA 12458: Hires William P. McArdel III as Bankruptcy Counsel
AUTO INC: 25% Recovery for Unsecureds in 2 Equal Payments
BAILEY'S EXPRESS: Hires Trevor Davis as Real Estate Broker
BCL ONE: Hires Ivey McClellan Gatton & Siegmund as Counsel
BCR EQUIPMENT: Hires Davis, Ermis & Roberts, P.C. as Attorney
BIG ASS: Moody's Assigns B2 CFR & Rates $290MM 1st Lien Loans B2
BIG ASS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
BLUE BEE: Exclusive Plan Filing Deadline Moved to Nov. 16
BROAD STREET: Court Conditionally Approved Disclosures
CALDEL HOLDINGS: Case Summary & Unsecured Creditor
CALIFORNIA PROTON: Exclusive Plan Filing Period Moved to Dec. 20
CASTLE ARCH: K. Cochran, et al., Lose Bid to Dismiss Clawback Suit
CF INDUSTRIES: Fitch Affirms BB+ IDR & Revises Outlook to Negative
CHECKMATE KING: Hires Robert M Aronson Law as Bankruptcy Counsel
CHESTON INC: Nov. 27 Plan and Disclosure Statement Hearing
CHESTON INC: Unsecureds to Recoup 2.5% Under Plan
CLAIRE'S STORES: Robert DiNicola Will Retire as Director
COGECO COMMUNICATIONS: Fitch Affirms BB+ Long-Term IDR
COLD SPY: Asks Court to Conditionally Approve Plan Disclosures
CONNEAUT LAKE PARK: Russ Buying Lot No. 5 for $210K
CV SETTLEMENT: Creditors To Be Paid From Proceeds of Sale of Lots
DELTA MECHANICAL: Taps Nancy Stone as Chief Executive Officer
DETROIT LDFA: S&P Reinstates 'B-' Rating on 1998 Series A Bonds
DIAMOND CONTRACT: Hires Spina & Company as Accountant
DIOCESE OF NEW ULM: Has Until Feb. 26 to Exclusively File Plan
ELITE INSTALLS: Hires David J. Winterton & Associates as Counsel
EXETER HOLDING: Plan Admin.'s Sale of Amgansett Property Okayed
FISHERMAN'S PIER: Case Summary & 20 Largest Unsecured Creditors
FRANCHISE SERVICES: TSX Moves Shares Trading from Tier 2 to NEX
FXI HOLDINGS: Moody's Assigns B2 CFR; Outlook Stable
FXI HOLDINGS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
G D P ENTERPRISES: Hires Morrison Tenebaum as Counsel
GABRIELS TOWING: Bedrock Buying Three 2014 Freightliners for $90K
GEK REALTY: BHMPW Funding Asks Court to Approve Plan
GEK REALTY: Nov. 16 Hearing on BHMPW's Bid to Approve Plan
GILDED AGE: Wants to Use Webster Cash for November 2017 Expenses
H MELTON VENTURES: Warden Hires Wiley Law Group as Counsel
HARDROCK HDD: Dec. 15 Hearing on Plan and Disclosures Approval
HARDROCK HDD: Unsecured Creditors' Recovery Unknown Under Plan
HARRINGTON & KING: Dec. 12 Inland Bank-Led Auction of All Assets
HARVEST OPERATIONS: S&P Affirms Then Withdraws 'CCC+' CCR
HKD TREATMENT: Case Summary & 20 Largest Unsecured Creditors
J.R. BOWLES: Taps Craig M. Geno as Bankruptcy Counsel
JARRETT HOUSE: Case Summary & 20 Largest Unsecured Creditors
JOHN Q. HAMMONS: Court OKs Estimation of JD Holdings' Claim
JOSE MARCOS MONTALVO: A. Vela, et al., Lose Summary Judgment Bids
JOURNAL-CHRONICLE: Case Summary & 12 Unsecured Creditors
JULIAN DEPOT: Case Summary & 4 Creditors
KENNEDY-WILSON HOLDINGS: S&P Raises CCR to 'BB+', Outlook Stable
KEVIN J BRYSON: Hires Genova & Malin as Bankruptcy Counsel
KMG CHEMICALS: Moody's Hikes CFR to B1 Following Equity Offering
KMG CHEMICALS: S&P Raises CCR to 'B+' Amid Equity Offering
KNIGHT ENERGY: Latest Plan Increases Unsecureds' Recovery to 17.4%
LANDMARK HOSPITALITY: December 6 Plan Confirmation Hearing
LD INTERMEDIATE: S&P Cuts CCR to B- on Weak Operating Performance
LEGACY TRANSPORTATION: Hires Baptist Law Firm as Attorney
M & G POLYMERS: Case Summary & 20 Largest Unsecured Creditors
MAC ACQUISITION: Oct. 30 Meeting Set to Form Creditors' Panel
MARISA'S RISTORANTE: Hires Mark M. Kratter Law as Attorney
MARKEY GRANBERRY: Sale of Jackson Property to Pay Taxes Approved
MCGEE TRUCKING: Unsecured Creditors to Get 5% Over 72 Months
MEDALLION GATHERING: S&P Assigns 'B+' CCR, Outlook Stable
MILLER MARINE: Unsecured Creditors to Get 100% of Allowed Claims
MILLERS HERITAGE: To Pay Unsecureds 10%, No Interest, in 7 Years
MPM HOLDINGS: Amends Proposed $100 Million Prospectus
NABORS INDUSTRIES: S&P Lowers CCR to 'BB' on Weak Credit Measures
NAVISTAR INC: Moody's Rates New $1.6BB Sr. Secured Term Loan 'Ba3'
NETFLIX INC: Moody's Rates New $1.6BB Unsec. Notes Offering 'B1'
NETFLIX INC: S&P Rates Proposed $1.6BB Unsecured Notes 'B+'
NEVER SLIP: S&P Lowers CCR to 'CCC+', Outlook Negative
NEW COVENANT PAINTING: Unsecureds to Recover 100% Over 144 Months
NEW HOPE: Hearing on Plan Disclosures Set for Dec. 5
NOVATION COMPANIES: Exclusive Plan Filing Extended to Dec. 29
OKK EQPT: Sale of 2001 Schwing KVM 28 Placing Boom for $30K Okayed
ON-CALL STAFFING: Sale of 1983 Mitsubishi Plane for $55K Approved
PANTECH WIRELESS: November 21 Plan Confirmation Hearing
PASS BUSINESS: Plan Confirmation Hearing Rescheduled to Dec. 7
PEEKAY ACQUISITIONS: Unsecureds to Get Nothing Under Plan
PELICAN REAL ESTATE: Trustee Selling TM 25 Pools for $165K
PERFUMANIA HOLDINGS: MJA Beauty Has 100% Stake as of Oct. 18
PITTSBURGH CORNING: Nov. 9 Cimino Settlement Approval Hearing Set
PITTSFIELD DEVELOPMENT: Has Until Jan. 5 to File Exit Plan
PLAIN LEASING: Committee Hires Kim & Min as Special Counsel
POTLATCH CORP: Moody's Puts Ba1 CFR Under Review for Upgrade
PRECISION CASTING: Latest Plan to Pay Unsecureds from Creditor Fund
PRIMUS WHEELER: Hires Taylor Auction & Realty as Auctioneer
RFI MANAGEMENT: Unsecureds to Recoup 100% in 8 Quarterly Payments
RIDESHARE PORT: Case Summary & 20 Largest Unsecured Creditors
ROBERT MOULTRIE: $604K Sale of 131 Acres of Meriwether Land Okayed
ROOSEVELT BROWN: Hires Marc Voisenat as Bankruptcy Counsel
ROOT9B HOLDINGS: Nasdaq Stays Delisting Pending Appeal Decision
SCOTT SWIMMING: Unsecured Claims Reduced to $107K Under New Plan
SEADRILL LTD: Ad Hoc Bondholders Group File Verified Statement
SEADRILL LTD: Receives 2 Alternative Proposals from Bondholders
SEANERGY MARITIME: Jelco Delta Has 74% Equity Stake as of Sept. 27
SEANERGY MARITIME: Will Sell $20 Million Common Shares
SEARS HOLDINGS: Secures $140 Million Loan from JPP Lenders
SERENITY HOMECARE: Hires Daenen Henderson as Accountant
STOLLINGS TRUCKING: Selling Three Caterpillar Rock Trucks for $75K
STRATEGIC MATERIALS: S&P Assigns 'B' CCR, Outlook Stable
SUNRISE REAL: Incurs US$2 Million Net Loss in Q1 2015
SURFACE DRILLING: Proposes Dec. 6-7 Auction of Equipment Thru Kruse
TAEUS CORPORATION: Discloses PenOne Initial Settlement of $20MM
TCCB INVESTORS: Hires Financial Relief as Bankruptcy Counsel
THINK FINANCE: Case Summary & 30 Largest Unsecured Creditors
THINK FINANCE: Files for Chapter 11, Blames Hedge Fund for Woes
TSC/JMJ SNOWDEN: Case Summary & 20 Largest Unsecured Creditors
U.S. TOMMY: Hires Nemeth & Associates as Counsel
U.S. TOMMY: Seeks Access to Grand Pacific Cash Collateral
UNI-PIXEL INC: Hires Crowell & Moring as Special Corporate Counsel
UNILIFE CORP: Unsecs. to Get Liquidation Trust Beneficial Interest
VALLEY PETROLEUM: Hires BIS Inc as Accountant
VIDANGEL INC: Hires Parsons Behle as Bankruptcy Counsel
WALTER INVESTMENT: Reaches Plan Deal with Senior Noteholders
WALTER INVESTMENT: To File Pre-Packaged Chapter 11 Plan in November
WILDER CONCEPTS: Hires Sandground West as Bankruptcy Counsel
WILLIAMS FINANCIAL: Taps Akerman as Primary Bankruptcy Counsel
ZETTA JET USA: Creditors Panel Hires Pachulski Stang as Counsel
[*] FTI Bags TMA's Small Company Transaction of the Year Award
*********
1776 AMERICAN: Sale of Humble Property to Continental for $83K OK'd
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Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern
District of Texas authorized 1776 American Property IV, LLC and its
affiliates to sell Staunton Street Partners, LLC's single family
residential property located at 5406 Quail Tree Lane, Humble,
Texas, also known as Lot 36, Block 3, Atascocita North Sec. 1, to
Continental Lessor, Inc. or its assignee for $83,000.
The broker commissions identified in the Contract are approved and
will be paid at closing.
With the exception of the 2017 ad valorem tax lien, the sale is
free and clear of all liens, claims, encumbrances, judgments, deeds
of trust, and other interests. Any liens, claims and encumbrances,
attach to the net sale proceeds in the same order of priority as
exist under non-bankruptcy law. Integrity Bank will be the paid
the net sale proceeds at closing. All ad valorem tax liens on the
Property will be paid at closing, and the Seller's portion of all
normal and customary closing costs and fees, including but not
limited to owners association fees or dues.
Erich Mundinger is authorized on behalf of the Debtor to execute
all instruments and documents and to perform all other actions
necessary to consummate the transaction contemplated under the
Order and the Contract.
The 14-day stay requirements of Bankruptcy Rule 6004(h) are
waived.
About 1776 American Properties IV
Historically, 1776 American Properties IV LLC, et al., were
companies managed by Jeff Fisher. In 2008, Mr. Fisher began
investing in real estate in the Houston area. Mr. Fisher worked
with friends and other business contacts in Asia who decided to
invest in special purpose entities organized in the Cayman
Islands.
The offshore companies would then loan money to Delaware based
limited liability companies, who in turn invested in real estate
in
the United States. By 2012, the U.S. based LLC's had acquired
over
70 properties worth over $10 million. As of January 2017, 1776
American Properties, et al., own 116 rental single family
homes / apartment units, five single family homes, and 76 vacant
lots. In addition, 1776 IV, 1776 V, 1776 VII and 1776 VIII hold
promissory notes and profit sharing arrangements with various
builders on approximately 58 lots.
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, 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 P.C., 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.
1802 PALISADES: Plan and Disclosures Hearing Set for Nov. 7
-----------------------------------------------------------
Judge Dennis R. Dow of the U.S. Bankruptcy Court for the Western
District of Missouri conditionally approved 1802 Palisades
Investments, LLC's disclosure statement explaining its plan of
reorganization, dated August 31, 2017.
Nov. 7, 2017, at 3:00 PM is fixed for the hearing on final approval
of the disclosure statement and for the hearing on confirmation of
the plan.
Oct. 31, 2017, is the deadline for filing with the Court objections
to the disclosure statement or plan confirmation; and submitting
ballots accepting or rejecting the plan.
As previously reported by the Troubled Company Reporter, the first
amended plan reclassifies unsecured creditors into Class 4. Class 4
in the previous plan was the Internal Revenue Service's claim based
upon the filing of a Federal Tax Lien. The IRS is no longer
classified as a claimant in this plan.
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/mowb17-20009-11-42.pdf
About 1802 Palisades
Headquartered in Leawood, Kansas, 1802 Palisades, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Case No.
17-20009) on Jan. 9, 2017, disclosing $2.05 million in total assets
and $2.15 million in total liabilities. Patsy Prelogar, authorized
representative, signed the petition. Berman, DeLeve, Kuchan &
Chapman, LLC, serves as bankruptcy counsel to the Debtor. No
official committee of unsecured creditors has been appointed in the
case.
24-54 CRESCENT: Hires William N. Mavrelis as Special Counsel
------------------------------------------------------------
25-54 Crescent Realty LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire William N.
Mavrelis as special counsel to the Debtor to provide legal services
related to the sale of a residential property.
The sale of the real property located at 25-58 Crescent Street,
Astoria, NY 11102 will benefit the Debtor's estate and creditors,
while also maximizing the payment to the secured lender, Crescent
Funding.
It has been initially agreed to with the Debtor that compensation
will be a flat fee of $1,500.
William N. Mavrelis, Esq. attests that he is a disinterested party
within the meaning of that term as defined in 11 U.S.C. Sec.
101(14).
Mr. Mavrelis can be reached through:
William N. Mavrelis, Esq.
THE LAW FIRM OF WILLIAM N. MAVRELIS
30-05 30th Avenue - Suite. 300
Long Island City, New York 11102
Telephone:(718) 777-1717
About 25-54 Crescent Realty LLC
Based in Astoria, New York, 25-54 Crescent Realty LLC filed a
voluntary Chapter 11 Petition (Bankr. E.D. N.Y. Case No. 17-40560)
on February 8, 2017. The Debtor is represented by William N.
Mavrelis, Esq. at the Law Firm of William N. Mavrelis.
2L AUSTIN: Wants Exclusive Plan Filing Deadline Moved to Dec. 22
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Luke's Locker Incorporated and 2L Austin LLC ask the U.S.
Bankruptcy Court for the Eastern District of Texas to extend by 60
days, through Dec. 22, 2017, the time for the Debtors to
exclusively file a plan of reorganization, and through Feb. 20,
2018, the time for the Debtors exclusively confirm a plan.
The Debtors have made two prior requests for extension of
exclusivity, which was slated to expire on Oct. 23, 2017.
The Debtors do not anticipate that any other creditor(s) will seek
to file a competing plan in the bankruptcy case. The Debtors
assure the Court that their request is not filed as a tactical
measure to force one or more creditors to accede to a demand by the
Debtors, but rather to allow the Debtors time for their remaining
stores and business to stabilize.
Since the filing of this bankruptcy case, the Debtors and their
restructuring team have implemented significant changes to the way
the Debtors manage and operate their business. These changes,
according to the Debtors, have drastically improved the efficiency
of their business and profitability.
The Debtors relate that their pre-petition store closings and
bankruptcy filing were highly publicized. While the Debtors' sales
and operations are recovering, the Debtors expect that it will take
additional time before the Debtors' reputation recovers from the
stigma associated with the pre-petition and post-petition store
closings and bankruptcy filing and for their operations and sales
to stabilize.
The Debtors expect to be able to better ascertain the profitability
of their stores and have a better idea of what amount will be
available to pay creditors from future projected operations under a
plan of reorganization or a potential sale of assets over the next
60 days. The Debtors have been working a dual-path approach by
engaging in discussions with potential purchasers for a sale of
their businesses in addition to formulating a potential plan of
reorganization.
The Debtors believe that the additional time requested will allow
them to better project the future profitability of their remaining
stores, which will aid in framing a Chapter 11 plan or moving
forward with a potential sale. Creditors will also benefit from
the requested extension because, by obtaining a better
understanding of the Debtors' future prospects, the Debtors will be
better able to ensure that any plan or sale they propose will be
feasible and will maximize the payment to all of its creditors.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/txeb17-40126-251.pdf
The Debtors are represented by:
Melissa S. Hayward, Esq.
Julian Vasek, Esq.
HAYWARD & ASSOCIATES PLLC
10501 N. Central Expy, Suite 106
Dallas, Texas 75231
Tel: (972) 755-7100
Fax: (972) 755-7110
E-mail: MHayward@HaywardFirm.com
JVasek@HaywardFirm.com
About Luke's Locker Incorporated and 2L Austin LLC
Luke's Locker Incorporated and 2L Austin LLC operated retail stores
throughout Texas, known as Luke's Locker, that specialized in
running and fitness apparel, footwear, and other related goods,
with a particular focus on providing excellent customer service.
They also provided training programs (running and walking) for its
customers, and they helped sponsor and host numerous running and
walking events throughout the year, including everything from
charitable 5Ks to free weekly social runs from the stores.
Luke's Locker Incorporated filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case No. 17-40126) on Jan. 24, 2017.
Headquartered in Plano, Texas, 2L Austin LLC filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tex. Case No. 17-40127) on Jan.
24, 2017, estimating its assets at up to $50,000 and its
liabilities at between $100,001 and $500,000. The cases are
jointly administered. Luke's Locker is the lead case.
The Debtors are represented by Melissa S. Hayward, Esq., and Julian
Vasek, Esq., at Hayward & Associates PLLC.
After the bankruptcy filing, the Debtors permanently closed their
Austin, Highland Village, Houston, Katy, Woodlands, Southlake, and
Plano stores and ultimately rejected the store leases associated
with those closed locations. The Debtors also closed their
corporate office and rejected their central distribution warehouse
lease. The Debtors currently intend to continue operating only
their Dallas and Fort Worth stores.
ADVANCED SOLIDS: PMS Buying Equipment for $575K
-----------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the sale of equipment to
Portable Mud Systems, Inc. for $570,676.
Objections, if any, must be filed within 21 days from the date of
service.
The parties entered into the Asset Purchase Agreement for the sale
of the equipment. The Debtor proposes to sell the equipment to
Buyer for a lump sum cash payment in the amount of $570,676, free
and clear of all liens, claims and encumbrances. It has
sold/leased equipment the Buyer during the course of the bankruptcy
case. The sale is as is, where is.
All items proposed to be sold are pledged as collateral to WTF
Rentals, LLC. WTF Rentals filed its secured Proof of Claim No. 26
in the amount of $3,263,549 on April 10, 2017, with the appropriate
security documents supporting its secured claim attached to the
Proof of Claim.
The Debtor believes that the proposed sale of the equipment
generates a reasonable value based upon the assets proposed to be
sold and their marketability. It has been marketing the equipment
to a number of parties, several of whom toured the equipment at its
yard in New Mexico. The Debtor received several low ball offers
which it declined. An appraisal of the equipment has been
performed for WTF Rentals which supports the proposed sales price
set forth in the list. Much of the equipment needs
repairs/refurbishment to bring it into working condition.
The proceeds from the sale are to be paid to WTF Rentals as a
partial payment on its secured claim.
A copy of the list of equipment to be sold and the APA attached to
the Motion is available for free at:
http://bankrupt.com/misc/Advanced_Solids_196_Sales.pdf
The Purchaser:
PORTABLE MUD SYSTEMS, INC.
2035 Trade Dr.
Midland, TX 79708
WTF Rentals can be reached at:
WTF RENTALS, LLC
5565 Bear Lane, Suite 100
Corpus Christi, TX 78405
About Advanced Solids Control
Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.
Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member,
signed the petition. The Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as
bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as
special counsel.
AGT FOOD: DBRS Confirms B(high) Over Fairfax Deal Closure
---------------------------------------------------------
DBRS Limited confirmed the Issuer Rating of AGT Food and
Ingredients Inc. at B (high) and its Senior Unsecured Notes (the
Notes) rating at BB (low), both with Stable trends. The Recovery
Rating on the Notes remains RR3. The rating actions follow the
Company's announcement that it has closed its previously announced
transaction with Fairfax Financial Holdings Limited, through
certain subsidiaries (collectively, with Fairfax Financial Holdings
Limited, Fairfax), through which Fairfax has invested $190 million
in AGT in exchange for the issuance by AGT of 5.375%
interest-bearing securities (the Preferred Securities) and common
share purchase warrants.
The Preferred Securities are unsecured obligations that will mature
in 99 years and will be guaranteed by certain of AGT's
subsidiaries. The warrants are exercisable within seven years into
one common share each in the capital of AGT at a price of $33.25
per share and, if exercised, would effectively convert the
Preferred Securities into common shares. AGT can also elect to
require early exercise of the warrants if, after the fifth
anniversary, the five-day volume weighted-average closing price of
its common shares reaches $53.20.
DBRS views the Preferred Securities as 100% debt for the purpose of
calculating credit metrics because they do not meet the criteria
for equity treatment established in "DBRS Criteria: Preferred Share
and Hybrid Security Criteria for Corporate Issuers," which includes
the requirement that any hybrid instrument be subordinated in right
of payment and security to all other debt classes for equity
consideration. The Preferred Securities are unsecured obligations
ranking pari passu with the Company's outstanding Notes in the case
of any Terminal Event (i.e., bankruptcy filing, wind-up or
liquidation). That said, AGT, at its sole discretion, can elect to
defer interest payments on the Preferred Securities for an
indefinite period.
Despite the treatment of the Preferred Securities as debt by DBRS,
the confirmation of the Issuer Rating is based on the Company's use
of proceeds in the near term for the repayment of amounts drawn on
the credit facility of Alliance Pulse Processors Inc. (APP; the
Company's North American subsidiary) as well as for certain
investments in growth. As such, the transaction does not result in
any material near-term changes to the Company's credit metrics.
DBRS does, however, recognize the benefits provided by the
transaction to the Company's liquidity in the near term. In
addition, over the longer term, AGT's credit risk profile will
benefit materially if the warrants are exercised, which would
effectively result in the conversion of the Preferred Securities
into common shares.
DBRS expects credit metrics to remain challenged through the end of
2017 because of the difficult operating environment; however,
metrics should improve on a through-the-cycle basis thereafter,
while the enhanced liquidity offered by the Preferred Securities
will benefit the Company in the current challenging operating
environment. Going forward, DBRS believes that any free cash flow
will likely be directed toward investments in growth rather than in
further repayment of debt and/or increasing shareholder returns.
The Recovery Rating on the Notes remains RR3 despite the existence
of a cross-default in the Preferred Securities whereby the
Preferred Securities would default upon any default on the Notes,
along with their equal ranking as an unsecured obligation of AGT.
DBRS also considered the likelihood of increased indebtedness
through the use of APP's secured credit facility and the priority
guarantee provided to the Notes from certain AGT subsidiaries,
including Arbel Group in Turkey. Based on the terms of the
Preferred Securities, the priority guarantors of the Notes will not
be providing a guarantee on the Preferred Securities so long as
such Notes are outstanding, thereby providing a prior ranking claim
on the assets of the priority guarantors vis-a-vis the Preferred
Securities. As a result, DBRS concluded that, despite the wide
divergence in possible scenarios, recovery on the Notes would
remain unchanged in the 60% to 80% range, based primarily on the
assets of Arbel Group (inventory, receivables and fixed assets). As
a result, in accordance with "DBRS Criteria: Recovery Ratings for
Non-Investment Grade Corporate Issuers," the Recovery Rating on
AGT's Notes remains RR3 and the rating on the Notes remains BB
(low).
DBRS notes that there have not been any material changes to AGT's
credit quality since its last review published on May 23, 2017.
AGT's ratings continue to be supported by its market position;
diversification (geographic regions, suppliers and customers); and
favourable industry trends. The ratings also reflect volatility in
input costs and global pulse markets, sensitivity to weather and
growing conditions, the low-margin and capital-intensive nature of
AGT's core business, competition and risks associated with growth.
ALBANY MIB+K: Hires Nixon Peabody as Bankruptcy Counsel
-------------------------------------------------------
Albany MIB+K, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to hire Nixon Peabody LLP as counsel.
The services Nixon Peabody will render are:
A. advise the Debtor with respect to its powers and duties
as debtor in possession;
B. advise the Debtor with respect to all general bankruptcy
matters;
C. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in
connection with the administration of its estate;
D. represent the Debtor at all critical hearings on matters
relating to their affairs and interests as debtor in
possession before the Court, any Appellate Courts, and
the United States Supreme Court, and protecting the
interests of the Debtor;
E. prosecute and defend litigated matters that may arise
during these cases, including such matters as may be
necessary for the protection of the Debtor's rights,
the preservation of the estate's assets, or the
Debtor's successful reorganization;
F. prepare and file the disclosure statement and
negotiate, present, and implement a plan of
reorganization;
G. negotiate appropriate transactions and prepare any
necessary documentation related thereto;
H. represent the Debtor on matters relating to the
assumption or rejection of executory contracts and
unexpired leases;
I. advise the Debtor with respect to general corporate,
securities, real estate, litigation, environmental,
labor, regulatory, tax, healthcare, and other legal
matters which may arise during the pendency of this
case; and
J. perform all other legal services that are necessary
for the efficient and economic administration of
this cases.
Lee Harrington, partner in the firm of Nixon Peabody LLP, attests
that Nixon Peabody is a "disinterested person" as that term is
defined in 11 U.S.C. Sec. 101(14).
Nixon Peabody's current standard hourly rates for attorneys range
between $280 and $840 and $215 and $565 for paralegals.
The Firm can be reached through:
Lee Harrington, Esq.
Nixon Peabody LLP
100 Summer Street
Boston, MA 02110-2131
Phone: 617-345-1000
Fax: 617-345-1300
About Albany MIB+K LLC
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. Albany MIB+K LLC filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 17-13682) on Oct 2, 2017.
Judge Frank J. Bailey presides over the case. Lee Harrington, Esq.
at Nixon Peabody, Esq., represents the Debtor as counsel.
At the time of filing, the Debtor estimates $1 million to $10
million both in assets and liabilities.
ALERE INC: S&P Withdraws Ratings Amid Closing of Abbott Deal
------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Alere Inc.
to 'BB' from 'B' and removed the rating from CreditWatch, where it
was placed with positive implications on Feb. 2, 2016. The outlook
is stable.
S&P subsequently withdrew all of its ratings on Alere Inc.,
including the corporate credit rating and the senior secured,
senior unsecured, subordinated, and preferred debt ratings on the
company.
The ratings withdrawal follows the closing of Abbott Laboratories'
(BBB/Stable/A-2) acquisition of Alere Inc. S&P expects all of
Alere's outstanding debt will be refinanced with Abbott's
facilities and all equity retired.
ANDREW E. BRESSMAN: M. Folkenflik Committed Fraud, 3d Cir. Says
---------------------------------------------------------------
In the appeals case captioned JAMES A. BAXTER; ANDREW BAXTER; J.A.
BAXTER LIFE INVESTMENT TRUST; RICHARD KATZ; ROBERT THOMAS; EGI 1985
RETIREMENT BENEFIT TRUST, v. ANDREW E. BRESSMAN, JAMES A. BAXTER,
individually and as successor-in-interest to the James A. Baxter
Life Investment Trust; RICHARD KATZ; ROBERT THOMAS, Appellants, No.
16-3244 (3rd Cir.), the U.S. Court of Appeals, Third Circuit, is
asked to decide whether Max Folkenflik, Esq., committed fraud on
the court.
The Bankruptcy Court determined that Folkenflik had intentionally
deceived the court. As a result, the court vacated the default
judgment it had previously entered in favor of Folkenflik's
clients. The District Court affirmed. Finding no error, the Appeals
Court affirms.
This action was commenced as an adversary complaint in a Chapter 11
bankruptcy proceeding brought by Andrew Bressman. The Plaintiffs
are victims of fraudulent activities by Bressman. In the 1990's,
Bressman and others had engaged in manipulation of stock prices.
The Plaintiffs brought civil securities fraud and Racketeer
Influenced and Corrupt Organizations Act (RICO) claims against
Bressman and his co-defendants in the U.S. District Court for the
Southern District of New York. The Plaintiffs were represented by
Folkenflik. These civil actions against Bressman were stayed when
Bressman filed for bankruptcy in the Bankruptcy Court for the
District of New Jersey. In response, the Plaintiffs filed the
adversary complaint against Bressman.
The Plaintiffs raise three arguments on appeal. First, they contend
that Bressman's motion to vacate the default judgment was
time-barred. Whether the underlying motion was barred is a question
of law, and as such our review is plenary. Second, the Plaintiffs
contend that Folkenflik's conduct does not rise to the level of
egregious misconduct that constitutes intentional fraud on the
court. Because the facts are not in dispute, we exercise plenary
review of whether Folkenflik committed intentional fraud. Finally,
the Plaintiffs claim that that the sanction of dismissal with
prejudice was an abuse of the Bankruptcy Court's discretion.
In addressing the second complaint, the Appeals Court finds that
Folkenflik made a deceptive representation to the court in his
affidavit, obtained a default judgment, had it trebled, and was
awarded interest and attorneys' fees. The Appeals Court has no
trouble concluding that his failure to disclose the Settlement
Agreement reflects his intent to commit fraud on the court.
Folkenflik also asserts—indefatigably--that he would have
informed the court of the settlement payment had he not been barred
from doing so by the confidentiality order. This contention is
unconvincing. Folkenflik was not, as he suggests, left only with
the options of concealment or impermissible disclosure. He was
aware that relevant facts were being omitted from his affidavit.
Even if he believed that the confidentiality order prohibited him
from disclosing to the Bankruptcy Court the existence of the
Settlement Agreement, he could have so stated in his affidavit and
have asked either -- or both -- the District Court in the Southern
District of New York and the Bankruptcy Court in New Jersey for
guidance. His failure to do so is consistent with an intent to
defraud the court in order to maximize the recovery.
The Appeals Court concludes that the misconduct at issue here is
sufficiently egregious. Because there is clear, unequivocal, and
convincing evidence showing that Folkenflik committed fraud on the
court, the Appeals Court affirms the judgment of the District
Court.
A full-text copy of the Appeals Court's Opinion dated Oct. 18,
2017, is available at from Leagle.com.
Max Folkenflik [Argued] -- MFolkenflik@fmlaw.net -- Folkenflik &
McGerity, 1500 Broad Street, 21st Floor, New York, NY 10036,
Counsel for Appellants.
Ryan T. Jareck -- Ryan T. Jareck -- Cole Schotz, 1325 Avenue of the
Americas, New York, NY 10019.
Michael D. Sirota [Argued] -- msirota@coleschotz.com -- Warren A.
Usatine -- wusatine@coleschotz.com -- Cole Schotz, 25 Main Street,
Court Plaza North, P.O. Box 800, Hackensack, NJ 07601, Counsel for
Appellee.
ARTHUR HOOD: Proposes Sale of 329.5 Million ABG Shares
------------------------------------------------------
Arthur Samuel Alexander Hood asks the U.S. Bankruptcy Court for the
Eastern District of Texas to authorize him to sell his 329,548,937
shares of stock in Affinity Beverage Group, Inc. ("ABG"), formerly
known as Strategic Rare Earth Metals, Inc. for $0.0003/share.
Objections, if any, must be filed within 21 days from the date of
service.
Under his Debtor's Original Plan of Reorganization and Debtor's
Original Disclosure Statement, the Debtor envisions selling certain
assets at different times to help fund his obligations under the
Plan. The Motion is the first motion asking the Court's authority
for him to sell certain assets to prepare for funding his Plan.
The Debtor's assets consist primarily of financial assets including
stock and membership interests in various entities. One of those
assets is stock in ABG. His Schedules reflect that the Debtor is
entitled to 329,548,937 shares of stock in ABG. ABG is publicly
traded.
As of the day of the Motion, the Stock is estimated to be worth
$98,800 (at $.0003/share). Because its share of the Stock in ABG
could be significant, depending on the number of outstanding shares
at the time of sale, there are Securities and Exchange Commission
and ABG regulations which restrict the Debtor's ability of when and
how many shares of the Stock can be sold during any period of
time.
Due to the restrictions and regulations which determine how much
and when the Debtor may sell the Stock, it may only sell a portion
of the Stock during any 30 day period. Thus, the Debtor
anticipates selling approximately 179,000,000 shares of the Stock
within 30 days (November 2017) after the Court approves the Motion
and sell the balance of the Stock in the month following the
conclusion of the sale of the initial sale (December 2017). In
addition, because the Stock is publicly sold and the sale price
fluctuates, the Debtor asks authority to sell the Stock at a time
when the Stock is selling for no less than $0.0003 per share and
preferably more.
The Debtor asks the Court to authorize him to sell the Stock as
soon as reasonably possible, but at a time when the Stock is
selling for no less than $0.0003 per share and in accordance with
all applicable SEC and ABG company restrictions and subject to
standard and ordinary industry brokerage fees and expenses for such
transactions. The brokerage and sale fees are anticipated to
include a 4% commission, plus $75 per trade, plus $1,000 review fee
and a $1,250 paper certificate deposit fee. The fees and expenses
could be as high as 20% if the Debtor cannot clear the anticipated
sale of the Stock through the brokerage houses he normally
engages.
While the Debtor would normally argue that sale of the Stock is
within his ordinary course of business, given the lack of trust
between the Debtor and his creditors, asking the Court's approval
will provide transparency and accountability to the Court, all
creditors and all parties in interest.
He submits that it is in the best interest of his Estate and his
creditors to authorize the sale of the Stock upon the Sale Terms,
free and clear of all liens, claims, interests and encumbrances
with all valid and existing liens attaching to the proceeds of the
sale with the same extent, validity, and priority as existed prior
to the Petition Date.
The Sale will necessarily incur standard brokerage fees and the
Debtor asks such standard brokerage fees be paid out of the
proceeds of the sale of the Stock. All net proceeds from the sale
of the Stock will be deposited by Debtor into his DIP account and
will be retained until such time as the Court enters an order(s)
directing their proper allocation and ARTHUR HOOD: Proposes Sale of
ABG Stocks for $$.0003 Per Share distribution. Any and all liens,
claims, interests, and encumbrances against the Stock will attach
to said proceeds, with the same extent, validity, and priority as
otherwise existed prior to the filing of the Bankruptcy Case. The
Debtor submits that there are no liens which attach to the Stock.
Time is of the essence to the proposed Sale. Accordingly, pursuant
to Rule 6004(h) of the Bankruptcy Rules, the Debtor asks that the
Court waives the 14-day stay of any Final Order granting the Motion
and orders that the final relief requested in the Motion be
immediately available upon the entry of the Order approving the
Sale.
Counsel for the Debtor:
Rosa R. Orenstein, Esq.
Nathan M. Nichols, Esq.
ORENSTEIN LAW GROUP, P.C.
1910 Pacific Ave., Suite 8040
Dallas, TXs 75201
Telephone: (214) 757-9101
Facsimile: (972) 764-8110
About Arthur Samuel Alexander Hood sought Chapter 11 protection
(Bankr. E.D. Tex. Case No. 17-41266) on June 13, 2017. The Debtor
estimated assets and liabilities in the range of $1,000,001 to $10
million. The Debtor tapped Rosa R. Orenstein, Esq., at Orenstein
Law Group as counsel. On Oct. 11, 2017, the Debtor filed his
Debtor's Original Plan of Reorganization and Debtor’s Original
Disclosure Statement.
ASARA 12458: Hires William P. McArdel III as Bankruptcy Counsel
---------------------------------------------------------------
Asara 12458 LLC aka Dairy Queen seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington, Seattle
Division, to employ William P. McArdel III as bankruptcy counsel.
William P. McArdel III charges $280 per hour for his services.
Mr. McArdel attests that no conflict would arise by his
representation of the Debtor.
The Counsel can be reached through:
William P. McArdel, III
1826 114th Ave NE Ste 101
Bellevue, WA 98004
Tel: 425-454-1828
Fax: 425-454-2645
Email: bill.wpmlaw@comcast.net
About ASARA 12458 LLC aka Dairy Queen
Based in Redmond, Washington, ASARA 12458 LLC aka Dairy Queen filed
a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14321) on
September 30, 2017. The Debtor estimated less than $1 million in
both assets and liabilities.
Judge Marc Barreca presides over the case. William P. McArdel, III
represents the Debtor as bankruptcy counsel.
AUTO INC: 25% Recovery for Unsecureds in 2 Equal Payments
---------------------------------------------------------
Auto, Inc., filed with the U.S. Bankruptcy Court for the Western
District of Texas a disclosure statement explaining its plan of
reorganization dated, Oct. 17, 2017, which proposes to pay its
creditors by continuing operations and providing a dividend to the
creditors.
Class 17 Claimants (General Unsecured Creditors of $5,000 or less)
will be paid 25% of their Allowed Claim in two equal payments. The
first payment is 60 days after the Effective Date and the second
payment 60 days thereafter. Based upon the Debtor's Schedules the
total amount of Class 17 creditors should not exceed $60,000. This
Class is impaired.
Class 18 Claimants (General Unsecured Creditor of $5,001 or more)
will receive their pro rata share of 60 monthly payments of $5,000
commencing 90 days after the Effective Date. Based upon the
Debtor's records, however, without regards to the potential claims
of Class 16 creditors, the General Unsecured Creditors over $5,001
would expect to receive a total distribution of 30% of their
Allowed Class 18 Claim. Any Class 18 Claim of Michael Stine will
not receive distribution as a Class 18 creditor. This Class is
impaired.
The Debtor is currently operating and will continue to operate
during the course of this Plan. The Debtor does not believe the
income and expenses will vary throughout the Plan term as the
Debtor does not anticipate expanding the business after
confirmation.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txwb17-50969-128.pdf
About Auto Inc.
Auto Inc. owns a vehicle towing business, providing road side
assistance to drivers in Colorado and Texas. It operates out of
five locations: San Antonio, Texas, Dallas, Texas, Houston, Texas,
Denver, Colorado, and Colorado Springs, Colorado.
Auto Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex.
Case No. 17-50969) on April 27, 2017. The petition was signed by
Michael Stine, president. The Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities. The Hon. Lena
M. James presides over the case. Eric Liepins, PC, serves as
counsel to the Debtor.
BAILEY'S EXPRESS: Hires Trevor Davis as Real Estate Broker
----------------------------------------------------------
Bailey's Express, Inc. seeks approval from the District of
Connecticut, New Haven Division, to hire Trevor
Davis Commercial Real Estate, LLC as a real estate broker.
The Debtor seeks to retain the services of Davis to assist it with
the sale of its property located at 61 Industrial Park Road,
Middletown, Connecticut 06457.
Davis will charge 6% of the sales price as commission.
Trevor H. Davis, Jr. attests that his firm is a disinterested
person as defined in Code Sec. 101(14) and does not hold or
represent an interest adverse to the Debtor or to its estate in
matters upon which it is to be engaged.
The Broker can be reached through:
Trevor H. Davis, Jr.
Trevor Davis Commercial Real Estate, LLC
363 Main Street, Suite 502
Middletown, CT 06457
Phone: 1-860-347-8738
Email: tdavis@trevordavis.biz
About Bailey's Express
Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier. It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska. It has distribution points in Charlotte,
Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville,
Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also
provides service to Mexico, Puerto Rico & Canada.
Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets
and liabilities at between $1 million and $10 million. The petition
was signed by David Allen, chief financial officer.
Judge Ann M. Nevins presides over the case.
Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel.
No creditors' committee has yet been appointed in the case.
BCL ONE: Hires Ivey McClellan Gatton & Siegmund as Counsel
----------------------------------------------------------
BCL One, LLC seeks authority from the U.S. Bankruptcy Court for the
Middle District of North Carolina, Winston-Salem Division, to hire
Samantha K. Brumbaugh and Ivey, McClellan, Gatton & Siegmund, LLP
as counsel.
Services to be rendered by Ivey, McClellan, Gatton & Siegmund, LLP
are:
a. assist in investigating and examining contracts, bonds,
mortgages, leases, financing statements and other related documents
to determine whether the validity of such;
b. determine the rights and priorities of lienholders, if
any;
c. advise in preserving the Debtor's properties and assets;
and to generally assist the Debtor in administering its estate.
Samantha K. Brumbaugh attests that she and the members of the firm
are not employees of the Debtor; that she and other members of the
law firm have no interest not otherwise disclosed which is
materially adverse to the interest of any of the creditors of the
Debtor by reason of any other direct or indirect relationship to,
connection with, or interest in the Debtor.
The Firm can be reached through:
Samantha K. Brumbaugh
Ivey, McClellan, Gatton & Siegmund, LLP
100 S. Elm Street, Suite 500
PO Box 3324
Greensboro, NC 27402
Tel: 336-274-4658
Fax: 336-274-4540
Email: skb@iveymcclellan.com
About BCL One, LLC
BCL One, LLC listed its business as a Single Asset Real Estate.
The Company owns in fee simple interest a real property located at
120 E. Council Street, Salisbury, NC 28144, Suites 100 and 300,
valued by the Company at $1.92 million. It is an affiliate of Esby
Corporation and Summit Investment Co., Inc., both of which sought
bankruptcy protection on March 2, 2017 (Bankr. M.D.N.C. Case Nos.
17-50228 and 17-50230, respectively).
Based in Salisbury, North Carolina, BCL One, LLC filed a Chapter 11
petition (Bankr. M.D.N.C. Case No. 17-51061) on October 6, 2017.
The petition was signed by Clay B. Lindsay, Jr., its
member/manager.
The Debtor is represented by Samantha K. Brumbaugh, Esq. at Ivey,
McLellan, Gatton & Siegmund, LLP as counsel. Judge Lena M. James
presides over the case.
At the time of filing, the Debtor estimates $1.93 million in total
assets and $1.72 million in total liabilities.
BCR EQUIPMENT: Hires Davis, Ermis & Roberts, P.C. as Attorney
-------------------------------------------------------------
BCR Equipment Rental LLC seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas, Ft. Worth Division, to
employ Craig Douglas Davis of Davis, Ermis & Roberts, P.C. as
Chapter 11 counsel.
The professional services that Davis, Ermis & Roberts, P.C. will
render are:
(a) give the Debtor legal advice with respect to its powers
and duties as Debtor-In- Possession in the continued
operation of the business and management of its
property;
(b) prepare on behalf of the Debtor, as Debtor-In-
Possession, necessary applications, orders, answers,
reports, and other legal papers; and
(c) perform all other legal services for the Debtor, as
Debtor-In-Possession, which may be necessary.
Craig D. Davis will be paid at the standard hourly rate of $350.00
per hour, and the legal assistants at a rate of $125.00 per hour.
Craig D. Davis attests that the law firm of Davis, Ermis & Roberts,
P.C. represents no interest adverse to the Debtor or the state in
the matters upon which it is to be engaged, and the employment
would be in the best interest of this estate.
The Firm can be reached through:
Craig D. Davis, Esq.
DAVIS, ERMIS & ROBERTS, P.C.
1010 N. Center, Suite 100
Arlington, TX 76011
Tex: (972) 263-5922
Fax: (972) 262-3264
Email: davisdavisandroberts@yahoo.com
About BCR Equipment Rental LLC
Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on October
14, 2017. The Debtor estimated both assets and liabilities to be
less than $1 million. Craig Douglas Davis at Davis, Ermis &
Roberts, P.C. represents the Debtor as counsel.
BIG ASS: Moody's Assigns B2 CFR & Rates $290MM 1st Lien Loans B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Big Ass Fans, LLC. In the
same rating action, Moody's assigned a B2 to the company's $40
million first-lien revolver, which is expected to be undrawn at
closing, and a B2 to its $250 million first-lien term loan. The
rating outlook is stable. This is the first time Moody's has rated
BAF.
The term loan proceeds plus a $30 million seller note together with
a cash equity contribution from private equity sponsor, Lindsay
Goldberg, will be used to purchase BAF from its current owner for
$500 million and pay fees and expenses.
The following rating assignments were made:
B2 Corporate Family Rating
B2-PD Probability of Default Rating
B2 (LGD3) rating on the $40 million first-lien senior secured
revolver due 2022
B2 (LGD3) rating on the $250 million first-lien senior secured
term loan due 2024
Stable rating outlook
Rating Rationale
The B2 rating reflects BAF's small size in the universe of
manufacturing companies; the challenge of implementing company-wide
procurement and restructuring initiatives; the elevated 8.2x debt
leverage at closing (based on Moody's projected year-end 2017
adjusted EBITDA), which may be further increased by storm-related
delivery and installation delays; and the company's intention to
realign its sales organization, which Moody's anticipates will
require additional marketing expenditures.
At the same time, the B2 acknowledges that debt leverage should
come down into the mid-5x range by year-end 2018, which is
respectable for a B2 manufacturer; very high EBITA margins;
significant growth potential based on the limited penetration of
the large fan market to date; respectable growth to date based
largely on word-of-mouth; and the proven ability of large fans to
lessen the energy usage of HVAC equipment while making the work
place more comfortable.
The stable rating outlook incorporates Moody's expectation that
management will be sufficiently busy in implementing its
initiatives so as to limit any large-scale, debt-financed
acquisitions, while the PE sponsor will permit the working down of
debt leverage without using an initial $50 million basket in the
covenants to take a dividend. Any departure from these assumptions
could occasion a ratings reassessment.
The ratings would benefit from a large increase in the company's
size, a supportive posture from the company's PE sponsor, and a
sustained reduction in debt/EBITDA to below 5x.
The ratings would come under pressure from debt/EBITDA that
remained above 6.25x, EBITA to interest falling below 1.5x, and/or
a substantial reduction in EBITA margins.
The company's liquidity is supported by expected positive free cash
flow generation, an undrawn $40 million secured revolver, and a
relatively generous springing 8.25x net debt/EBITDA covenant that
is tested only upon a 35% utilization ($14 million) of the
revolver.
The revolver and term loan are rated at the same B2 level as the
Corporate Family Rating because of the small amount of junior debt
and payables underpinning them.
Founded in 1999 and headquartered in Lexington, Kentucky, Big Ass
Fans, LLC was one of the pioneers in the high volume, low speed and
connected fan markets. Revenues in 2016 were $239 million.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
BIG ASS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Lexington, Ky.–based Big Ass Fans LLC. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to BAF's proposed first-lien credit
facilities (which include a $250 million first-lien term loan due
2024 and a $40 million revolving credit facility due 2022). The '3'
recovery rating indicates our expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery for lenders in the event of a
payment default.
"Our rating on BAF reflects the small scale of the company's
revenue, its limited product offerings, large revenue concentration
in the U.S., exposure to cyclical markets, the transition from a
founder-led organization, high debt leverage, and the potential
that it may undertake aggressive shareholder-friendly policies due
to its ownership by a financial sponsor. These risks are only
slightly mitigated by the company's reputation for product quality,
its unique brand awareness, its proven ability to improve climate
conditions and energy efficiency in a variety of venues, low
customer concentration, and its growth potential.
"The stable outlook on Big Ass Fans LLC reflects our expectation
that the company's direct sales strategy and increased penetration
in existing industrial and commercial spaces will continue to
increase its revenue while restructuring initiatives improve its
margins and cash flow. Specifically, we expect that the company's
adjusted debt-to-EBITDA will remain below 6x over the forecasted
period.
"We could lower our ratings on BAF if the company's adjusted
debt-to-EBITDA remains above 6.5x or if cash flows declined such
that we would reassess the company's liquidity. This could occur if
the company's revenue declines significantly due to general
economic weakness, supplier issues, or unforeseen difficulties in
its restructuring activities that suppress its margins.
"We could raise our ratings on BAF if the company exhibited
stronger-than-expected revenue growth and elevated EBITDA margins
(due to management's cost-savings initiatives), causing its
adjusted debt-to-EBITDA to remain well below 5x. We would also
require the company to demonstrate a more modest financial policy
that would enable it to sustain its leverage at this level."
BLUE BEE: Exclusive Plan Filing Deadline Moved to Nov. 16
---------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of Blue
Bee, Inc., doing business as ANGL, 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 Oct. 4, 2017, the
Debtor sought the extension, believing that it would be premature
to file a Plan by the previous Oct. 16 deadline. The Debtor
related 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.
About Blue Bee
Headquartered near downtown Los Angeles, California in Vernon,
California, Blue Bee, Inc., doing business as ANGL, 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 Oct. 19, 2016, Blue Bee owns and
operates 21 retail stores located primarily in shopping malls
throughout the state of California. Founders Jeff Sunghak Kim and
his wife, Young Ae Kim, continue to be actively involved in Blue
Bee's business operations as the President and Secretary of the
Debtor, respectively.
Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-23836) on Oct. 19, 2016. The bankruptcy petition was signed by
Jeff Sungkak Kim, s president. The Debtor estimated assets and
liabilities at $1 million to $10 million. The case is assigned to
Judge Sandra R. Klein. The Debtor is represented by Juliet Y. Oh,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP.
BROAD STREET: Court Conditionally Approved Disclosures
------------------------------------------------------
Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey conditionally approved Broad Street Media,
LLC's small business disclosure statement describing its plan of
reorganization dated Oct. 16, 2017.
Nov. 23, 2017, is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan, and the last day for filing written acceptances or
rejections of the Plan.
A hearing will be held on Nov. 30, 2017 at 10:00 a.m. for final
approval of the Disclosure Statement and for confirmation of the
Plan before the Honorable Jerrold N. Poslusny, Jr. of the United
States Bankruptcy Court, District of New Jersey, 400 Cooper Street,
Camden, NJ 08101, in Courtroom 4C.
About Broad Street Media
Broad Street Media, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 16-26615) on August 30,
2016. The petition was signed by Richard W. Donnelly, managing
member.
The case is assigned to Judge Jerrold N. Poslusny Jr.
At the time of the filing, the Debtor disclosed $356,942 in assets
and $2.08 million in liabilities.
CALDEL HOLDINGS: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: CalDel Holdings LLC
3925 27nd NE 72nd Ave, Suite 107
Vancover, WA 98662
Type of Business: CalDel Holdings is a semiconductor
manufacturer headquartered in Vancouver,
Washington. The company's principal assets
are located at 26 - 15th Avenue, San
Francisco, CA 94118.
Chapter 11 Petition Date: October 24, 2017
Case No.: 17-12266
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Mary F. Walrath
Debtor's Counsel: R.Stokes Nolte, Esq.
WILKS LUKOFF & BRACEGIRDLE LLC
Suite 200
4250 Lancaster Pike
Wilmington, DE 19805
Tel: 302 225 0850
Fax: 302 225 0851
E-mail: rnolte@rjm-law.com
rnolte@wlblaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Peter R. Chernik, manager.
Universal Semiconductor is the Debtor's only unsecured creditor
holding a claim of $125,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/deb17-12266.pdf
CALIFORNIA PROTON: Exclusive Plan Filing Period Moved to Dec. 20
----------------------------------------------------------------
The Hon. Laurie S. Silverstein of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of California
Proton Treatment Center, LLC, the period in which the Debtor has
the exclusive right to file a Chapter 11 plan by 84 days, through
and including Dec. 20, 2017, and the period in which the Debtor has
the exclusive right to solicit acceptances of a plan by 85 days,
through and including Feb. 20, 2018.
As reported by the Troubled Company Reporter on Sept. 28, 2017, the
Debtor asked the Court to further extend the Exclusive Periods,
saying that prior to the entry of the court order on April 12,
allowing the sale of the Debtor's assets, it has focused its
efforts on developing a process for the auction and sale of
substantially all of its assets and on resolving its dispute with
Scripps relating to the adversary proceeding. Now that the Court
has approved the Sale Order, the Debtor plans to focus its efforts
on closing the sale, obtaining a final resolution of its dispute
with Scripps, and on formulating and confirming a Chapter 11 plan.
About California Proton Treatment Center
California Proton Treatment Center filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 17-10477) on March 1, 2017,
estimating its assets and debt at $100 million to $500 million.
The petition was signed by Jette Campbell, its chief restructuring
officer. Judge Selber Silverstein presides over the case.
Locke Lord LLP serves as the Debtor's general counsel. The Debtor
hired Polsinelli PC as co-counsel with Locke Lord; Cain Brothers &
Company, LLC, as investment banker; and Carl Marks Advisory Group
LLC as financial advisor.
On March 16, 2017, the Office of the U.S. Trustee appointed Melanie
L. Cyganowski as patient care ombudsman.
No request for the appointment of a trustee or an examiner has been
made in this Chapter 11 case, and no committees have been appointed
or designated.
CASTLE ARCH: K. Cochran, et al., Lose Bid to Dismiss Clawback Suit
------------------------------------------------------------------
Judge Tena Campbell of the U.S. District Court for the District of
Utah denied the motions to dismiss filed by the Defendants in the
case captioned D. RAY STRONG, as Liquidating Trustee of the
Consolidated Legacy Debtors Liquidating Trust, the Castle Arch
Opportunity Partners I, LLC Liquidating Trust and the Castle Arch
Opportunity Partners II, LLC Liquidating Trust, Plaintiff, v. KIRBY
D. COCHRAN, et al., Defendants, Case No. 2:14-cv-788-TC (D. Utah).
The case arises out of the operation and bankruptcy of Castle Arch
Real Estate Investment Company, LLC. Plaintiff Strong, in his role
as liquidating trustee, is pursuing the Defendants to recover money
for the Liquidating Trusts and Debtors. According to the Trustee,
the individual Defendants, who participated in the management of
CAREIC, fraudulently raised $73 million from real-estate investors,
squandered the company assets, and used the money to compensate
themselves at investors' expense. He asserts claims for breach of
fiduciary duty, violation of state securities laws and RICO
statutes, and unjust enrichment.
Three sets of Defendants have filed motions to dismiss under
Federal Rule of Civil Procedure 12(b)(6). They collectively assert
that the Trustee's complaint fails to state a claim for which
relief may be granted because, among other reasons, the claims are
time-barred, the fraud-based claims do not satisfy the Rule 9(b)
pleading standard, certain claim elements (such as a fiduciary
duty) are not sufficiently pleaded under Rule 8, and the equitable
relief claims are barred because the Trustee has an adequate remedy
at law.
The Defendants contend that the Trustee's claims are barred by the
applicable statutes of limitations. Expiration of the statute of
limitations is an affirmative defense, and the Trustee does not
have the burden to plead compliance with the statute of
limitations. The court may not hold the Trustee to a rule requiring
him to preemptively raise the statute of limitations in his
complaint or otherwise affirmatively plead circumstances in
anticipation of a statute of limitations defense.
The Defendants also assert that the Amended Complaint does not
allege the existence of a fiduciary duty, much less the breach of
any such duty. First, they say that in their official roles as
limited members of the LLC, they did not, as a matter of law, owe a
fiduciary duty to CAREIC. Second, they contend that the Trustee's
allegations, particularly given his use of group pleading, are
insufficient to satisfy the pleading requirements of Rule 8.
The Court holds that the Trustee rightfully insists that "[t]he
Moving Defendants cannot hide behind the CAREIC Operating Agreement
to claim that they did not owe a fiduciary duty to CAREIC or its
investors. The realities of how a company is operated govern rather
than its formal structure." The Amended Complaint alleges actual
circumstances, not typical circumstances, and that is adequate
under California law.
In the Trustee's unjust enrichment and constructive trust claims,
he seeks return of specifically identified transfers of money. The
Defendants assert that the court must dismiss those equitable
claims because the Trustee has not pleaded the lack of an
adequately remedy at law. But the Trustee has done just that:
"Absent return of the Transfers, the Trusts will be damaged by
Defendants' unjust enrichment and may have no adequate remedy at
law." Moreover, the Amended Complaint does not allege any other
claim that would allow the Trustee to recover those transfers, and
the Defendants do not identify any legal remedy available to the
Trustee. Accordingly, the request to dismiss the Eighth and Ninth
Claims is denied.
A full-text copy of Judge Campbell's Order and Memorandum Decision
dated Oct. 13, 2017, is available at https://is.gd/Yomg1v from
Leagle.com.
D. Ray Strong, Plaintiff, represented by Milo Steven Marsden --
marsden.steve@dorsey.com -- DORSEY & WHITNEY.
D. Ray Strong, Plaintiff, represented by John Jeffrey Wiest --
wiest.john@dorsey.com -- DORSEY & WHITNEY, Nathan S. Seim –
seim.nathan@dorsey.com -- DORSEY & WHITNEY, Peggy Hunt –
hunt.peggy@dorsey.com -- DORSEY & WHITNEY & Sarah E. Goldberg --
goldberg.sarah@dorsey.com --DORSEY & WHITNEY.
Jeff Austin, Defendant, Pro Se.
William H. Davidson, Defendant, represented by Mark T. Hiraide --
mhiraide@phlcorplaw.com -- PETILLON HIRAIDE LLP & Oliver K. Myers.
Robert Clawson, Defendant, represented by Brett G. Evans --
brett@eklawpc.com -- EVANS & KOB PC & Wesley D. Felix, DEISS LAW
PC.
Hybrid Advisor Group, Defendant, represented by Brett G. Evans,
EVANS & KOB PC.
Robert D. Geringer PC, Consol Defendant, represented by George B.
Hofmann, IV -- ghofmann@cohnekinghorn.com -- COHNE KINGHORN PC,
Richard L. Wynne -- rlwynne@jonesday.com -- JONES DAY, pro hac
vice, Adam H. Reiser -- areiser@cohnekinghorn.com -- COHNE KINGHORN
PC, Kerry C. Fowler -- kcfowler@jonesday.com -- JONES DAY, pro hac
vice & Paul T. Moxley -- pmoxley@cohnekinghorn.com -- COHNE
KINGHORN PC.
Robert D. Geringer, Consol Defendant, represented by Adam H.
Reiser, COHNE KINGHORN PC, George B. Hofmann, IV, COHNE KINGHORN
PC, Kerry C. Fowler, JONES DAY, Richard L. Wynne, JONES DAY, pro
hac vice, Patrick E. Johnson, COHNE KINGHORN PC & Paul T. Moxley,
COHNE KINGHORN PC.
Fine Arts Entertainment, Consol Defendant, represented by Adam H.
Reiser, COHNE KINGHORN PC, George B. Hofmann, IV, COHNE KINGHORN
PC, Kerry C. Fowler, JONES DAY, Richard L. Wynne, JONES DAY, pro
hac vice & Paul T. Moxley, COHNE KINGHORN PC.
About Castle Arch Real Estate
Castle Arch Real Estate Investment Company, LLC, in Salt Lake City,
Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No.
11-35082) on Oct. 17, 2011, together with several affiliates. The
petitions were signed by Trent Waddoups, CEO/president. Judge Joel
T. Marker presides over the case. Michael L. Labertew, Esq., at
Labertew & Associates, LLC, served as counsel to the Debtors. In
its petition, Castle Arch Real Estate Investment Company scheduled
$2,818,931 in assets, and $40,863,600 in debt.
The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).
On May 3, 2012, the Court entered an order appointing D. Ray Strong
as the Chapter 11 bankruptcy Trustee for CAREIC, and in that
capacity he managed each of the other Legacy Debtors. Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.
On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors. Bankruptcy Judge Joel T. Marker
confirmed the First Amended Plan of Liquidation dated Feb. 25,
2013.
CF INDUSTRIES: Fitch Affirms BB+ IDR & Revises Outlook to Negative
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of CF
Industries Holdings, Inc. (NYSE: CF) and CF Industries, Inc. (CF
Industries) at 'BB+'.
Fitch revised the Rating Outlook to Negative from Stable to reflect
a drop in earnings expectations and a risk of higher leverage
through the ratings horizon. Fitch expects operating EBITDA of at
least $800 million and $1 billion in 2017 and 2018 down from Fitch
prior expectations of at least $1 billion in 2017 and $1.3 in 2018.
As a result of near-term earnings pressure, Fitch believes funds
from operations (FFO) adjusted net leverage could to be above 3.5x
after 2019. Fitch believes that weakness in the nitrogen fertilizer
market is likely to persist into 2018 with a gradual recovery
thereafter.
KEY RATING DRIVERS
Largest Nitrogen Producer: CF Industries Holdings, Inc. benefits
from its position as the largest nitrogen fertilizer producer in
North America and globally, as well as its position as one of the
lower cost producers globally, given the shale gas advantage. The
company operates five nitrogen fertilizer production facilities in
the U.S., two in Canada and two in the U.K. CF accounted for
roughly 43% of North American ammonia capacity in 2016.
Expected Ammonia Weakness: Fitch believes ammonia prices will
remain relatively low through 2018 on global oversupply before
improving on better demand and supply rationalization. Recovery in
domestic nitrogen fertilizer prices depends on capacity closures,
which would accelerate from strengthening global energy prices. In
particular, stronger Asia Pacific coal markets could accelerate
closures and further improve CF's cost position.
Recovering FCF: Spending on expansion projects at CF's Port Neal,
IA, and Donaldsonville, LA, facilities is substantially complete
($175 million in costs accrued at June 30, 2017), and annual
capital spending in 2017 and thereafter should drop to below $450
million. Fitch expects FCF after dividends to be positive on
average and at least $200 million in each of 2019 and 2020.
Solid Profitability: Despite expectations for lower ammonia prices,
Fitch expects CF to generate average operating EBITDA margins in
excess of 25%, and annual operating EBITDA of at least $1 billion
in 2018 improving thereafter.
CHS Venture Enhances Liquidity: CHS, Inc. purchased a minority
interest in CF Industries Nitrogen, LLC for $2.8 billion in
February 2016. CHS will be entitled to semiannual profit
distributions from CF Nitrogen based generally on the volume of
granular urea and urea ammonium nitrate purchased by CHS pursuant
to a supply agreement. The $2.8 billion in proceeds provided
sufficient liquidity support for CF's final year of project
spending.
Elevated Leverage: Fitch believes FFO-adjusted net debt best
reflects CF's leverage because it captures distributions to CHS and
cash-build in advance of debt maturities. Fitch expects
FFO-adjusted net leverage to trend toward 3.3x longer-term.
DERIVATION SUMMARY
CF Industries has a strong operating profile relative to commodity
chemical peers but a weak financial profile relative to 'BB+' rated
Tata Chemicals Ltd and 'BBB-' rated peers Mosaic, OCP S.A. and
Methanex where commodity price exposure has resulted in periods of
toppy leverage.
Tata Chemicals is the second largest soda ash producer, globally.
FFO adjusted net leverage is expected to decline below 4x with
stronger cash flows following focus on products with short cash
cycles.
OCP is the largest phosphate rock producer, globally. Fitch revised
the company's Rating Outlook to Negative in December 2016, and the
Outlook could be stabilized if FFO adjusted net leverage trends
toward 3.0x by 2018.
Methanex is the largest global supplier of Methanol. Prices have
recovered sharply resulting in improved leverage. Fitch generally
expects adjusted debt-to-EBITDA at or below 3.5x on a sustained
basis.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Henry Hub gas price that trends up from $3.00/mcf in 2017
to a long-term price of $3.25.
-- Average prices roughly $214/ton in 2018, $234/ton in 2019,
and $238/ton in 2020.
-- Capital spending below $450 million on average after 2017.
-- No share-buybacks and no growth in dividends.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- FCF (cash flow from operations less capital expenditures
and dividends) grows faster than expected.
-- FFO adjusted net leverage managed to below 2.5x on a sustained
basis.
The Rating Outlook could be stabilized if FFO adjusted net leverage
trends toward 3.3x.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- FCF expected to be negative beyond 2017.
-- Net Debt materially above $3.8 billion by 2019.
-- Available liquidity expected to be less than $1 billion on
average.
-- Inability to bring FFO adjusted net leverage below 3.5x over
a three-year forecast period.
LIQUIDITY
Adequate Liquidity: As of June 30, 2017, CF Industries had $2
billion in cash and equivalents and $695 million available (net of
$55 million letters of credit) under its $750 million secured
revolver due Sept. 18, 2020. Fitch expects the company to continue
to be in compliance with its covenants. In particular, the revolver
has a maximum total debt to capital ratio of 0.6x and a maximum
total secured leverage ratio of 3.75x. Fitch calculates June 30,
2017 compliance with the maximum total debt to total capital ratio
at 0.5x and the maximum total secured leverage ratio at 1.1x. Fitch
expects the $800 million in notes due 2018 to be repaid with cash
on hand.
FULL LIST OF RATING ACTIONS
Fitch affirms the following ratings
CF Industries Holdings, Inc.
-- IDR at 'BB+'.
CF Industries, Inc.
-- IDR at 'BB+';
-- Senior Secured notes and revolving credit facility at
'BBB-/RR1';
-- Senior unsecured notes at 'BB+/RR4.
The Rating Outlook has been revised to Negative from Stable.
CHECKMATE KING: Hires Robert M Aronson Law as Bankruptcy Counsel
----------------------------------------------------------------
Checkmate King Co., Ltd seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ Robert M.
Aronson and the Law Office of Robert M. Aronson as bankruptcy
counsel.
Professional services required of Mr. Aronson are:
a. examine claims of creditors in order to determine their
validity;
b. give advice and counsel to the Debtor in connection with
legal issues, including the use, sale or lease of
property of the estate, adequate assurance of utilities,
use of cash collateral and post-petition financing,
requests for security interests, relief from the
automatic stay, special treatment, payment of pre
-petition obligations, etc.;
c. negotiate with creditors holding secured and unsecured
claims;
d. prepare and present a plan of reorganization and
disclosure statement; and
e. prosecute of claims of the estate, object to claims as
may be appropriate and, in general, act as counsel on
behalf of the Debtor in any and all bankruptcy law and
related matters which may arise in the course of this
case.
Mr. Aronson charges $400.00/hour for his services. The billing rate
for Fredric Brandfon, as of counsel, is also $400.00/hour. The
rate for paralegals is $95.00 per hour.
Robert M. Aronson attests that neither he, the firm, nor its other
members, associates, of counsel attorneys, nor other employees of
the firm have any interest adverse to the Debtor or the estate.
Further, he is not aware of facts that would lead him to conclude
that the firm is not a "disinterested person" as that term is
defined by the Bankruptcy Code.
The Counsel can be reached through:
Robert M. Aronson, Esq.
LAW OFFICE OF ROBERT M. ARONSON
444 S. Flower St., Suite 1700
Los Angeles, CA 90071
Tel: (213) 688-8945
Fax: (213) 688-8948
Email: robert@aronsonlawgroup.com
About Checkmate King Co., Ltd
Founded in 1988, Checkmate King Co., Ltd. is a privately held
company in the family clothing stores business. Based in City of
Industry, California, Checkmate King Co., Ltd filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 17-22648) on October 16, 2017.
The petition was signed by Yuichiro Sakurai, president.
The Hon. Neil W. Bason presides over the case. Robert M. Aronson at
the Law Office of Robert M. Aronson serves as bankruptcy counsel.
At the time of filing, the Debtor estimates $4.83 million in assets
and $6.14 million in liabilities.
CHESTON INC: Nov. 27 Plan and Disclosure Statement Hearing
----------------------------------------------------------
Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern
District of Texas issued an order conditionally approving Cheston,
Inc.'s first amended disclosure statement, dated Oct. 16, 2017,
with respect to its first amended plan of reorganization.
The hearing on final approval of the Disclosure Statement and
confirmation of the Plan has been set for Nov. 27, 2017, at 1:30
p.m. before the Honorable Harlin D. Hale, United States Bankruptcy
Judge for the Northern District of Texas, Dallas Division, Earle
Cabell Federal Building, 1100 Commerce St., Courtroom 3, 14th
Floor, Dallas, Texas 75242.
Nov. 17, 2017, is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.
About Cheston, Inc.
Cheston, Inc., operates a sports bar named Christies Sports Bar on
McKinney Avenue in Dallas, Texas. Cheston, Inc., filed a Chapter
11 petition (Bank. N.D. Tex. Case No. 17-32076) on May 29, 2017,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Howard Marc Spector, Esq., and Nathan
M. Johnson, Esq., at Spector & Johnson, PLLC.
CHESTON INC: Unsecureds to Recoup 2.5% Under Plan
-------------------------------------------------
Cheston Inc. filed with the U.S. Bankruptcy Court for the Northern
District of Texas a first amended disclosure statement dated Oct.
16, 2017, referring to the Debtor's first amended plan of
reorganization dated Oct. 16, 2017.
The Plan provides that from and after the Distribution Date, each
holder of an allowed Class 7 General Unsecured Claim receive, in
full and final satisfaction of the claim, two equal payments, each
in the amount of 2.5% of the holder's Allowed General Unsecured
Claim. The first payment will occur on the first day of the month
following the Effective Date, and the second payment will occur
[180] days following the Effective Date.
On the Effective Date, the Reorganized Debtor will issue New Common
Stock subject to, inter alia, these terms and conditions:
a. Authorization. The current charter of the Reorganized
Debtor will be amended to authorize the issuance of a
total of up to one million shares of New Common Stock;
b. Par Value. The New Common Stock will have a par value of
$0.01 per share; and
c. Rights. Holders of New Common Stock will have one vote
per share on all matters submitted to a vote of
shareholders. The New Common Stock will have rights with
respect to dividends, liquidation, and other matters as
are set forth in the charter of the Reorganized Debtor and
as are otherwise provided by Texas law and the Plan.
On the Effective Date, all real and personal property of the estate
of the Debtor, including but not limited to all causes of action of
the Debtor, will vest in the Reorganized Debtor; provided that upon
any subsequent conversion to a case under Chapter 7, all assets
vesting in the Reorganized Debtor, will pass to the Chapter 7
trustee as property of the Chapter 7 estate subject to those
claims, liens, and encumbrances as allowed and restructured in the
Plan.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txnb17-32076-86.pdf
A copy of the Original Disclosure Statement is available at:
http://bankrupt.com/misc/txnb17-32076-83.pdf
About Cheston, Inc.
Cheston, Inc., operates a sports bar named Christies Sports Bar on
McKinney Avenue in Dallas, Texas. Cheston, Inc., filed a Chapter
11 petition (Bank. N.D. Tex. Case No. 17-32076) on May 29, 2017,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Howard Marc Spector, Esq., and Nathan
M. Johnson, Esq., at Spector & Johnson, PLLC.
CLAIRE'S STORES: Robert DiNicola Will Retire as Director
--------------------------------------------------------
Robert J. DiNicola, a member of the Board of Directors of Claire's
Stores, Inc., informed the Company that he had decided to retire
from the Board effective at the end of the Company's fiscal year.
Mr. DiNicola, 70, has worked in the retail industry for over 45
years, including 10 years as a member of the Company's Board of
Directors. His decision to retire as a director was not due to any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices, the Company said in a
Form 8-K report filed with the Securities and Exchange Commission.
About Claire's Stores
Hoffman Estates, Ill.-based Claire's Stores, Inc. --
http://www.clairestores.com/-- is a specialty retailer of
fashionable jewelry and accessories for young women, teens, tweens
and girls ages 3 to 35. The Company operates through its stores
under two brand names: Claire's and Icing. As of July 29, 2017,
Claire's Stores, Inc. operated 2,660 stores in 17 countries
throughout North America and Europe, excluding 860 concession
locations. The Company franchised 650 stores in 27 countries
primarily located in the Middle East, Central and Southeast Asia
and Central and South America, and Southern Africa.
Claire's Stores reported net income of $53.89 million on $1.31
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $236.43 million on $1.40 billion of net
sales for the fiscal year ended Jan. 30, 2016. As of July 29,
2017, Claire's Stores had $2 billion in total assets, $2.53 billion
in total liabilities and a $530.37 million stockholders' deficit.
* * *
In October 2016, Moody's Investors Service downgraded to 'Ca' from
'Caa3' the corporate family rating of Claire's Stores, Inc., and
took rating actions on various instruments. The outlook remains
negative. "These rating actions result from Claire's closing its
exchange offer, which we characterized as a distressed exchange, as
well as new credit facilities which were issued in tandem with the
closing of the exchange," stated Moody's Vice President Charlie
O'Shea.
In May 2017, S&P Global Ratings affirmed its 'CC' corporate credit
rating on Hoffman Estates, Ill.-based U.S. specialty retailer
Claire's Stores Inc. The outlook is negative. "We believe
Claire's will eventually need to complete further distressed
transactions such as exchanging debt at subpar levels, which we
would view as tantamount to default. We note that various tranches
of debt at Claire's continue to trade at a steep discount to par,"
said credit analyst Samantha Stone.
COGECO COMMUNICATIONS: Fitch Affirms BB+ Long-Term IDR
------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for Cogeco Communications Inc. (Cogeco) at 'BB+'. The Rating
Outlook is Stable.
KEY RATING DRIVERS
Good Complementary Fit: Fitch Ratings views the MetroCast
acquisition as a good strategic fit that further diversifies
Cogeco's cash flow streams. Cogeco expects to improve the growth
profile through the launch of new bundled services leveraging its
TiVO platform, increased marketing and sales focus, and greater
emphasis on commercial services. Based on Cogeco and American
Broadband's (ABB) experience in other markets, Fitch believes
improved subscriber trends are reasonable.
Financing for the USD1.4 billion MetroCast transaction includes a
USD1.7 billion committed first-lien term loan and a USD150 million
revolving credit facility at ABB that is nonrecourse debt to
Cogeco. The transaction is expected to close in January 2018
following regulatory approval. Gross leverage pro forma at
acquisition close would increase to an expected 3.7x on a
consolidated basis. Fitch anticipates Cogeco will reduce leverage
back to the lower 3x range within the next 18 months driven by debt
reduction.
Diversity, Growth Offset: Cogeco has diversified away from the more
mature cable market in Canada through acquisitions, including cable
assets in the U.S. Pro forma for the acquisition, the Canadian
cable segment generates roughly 56% of EBITDA compared to
approximately 90% four years ago. Foreign exchange headwinds slowed
revenue and EBITDA growth in Canadian equivalent for the U.S.
operations during fiscal 2017. Longer term, U.S. cable growth in
the mid-single digits is supported by increases in the internet
base, TiVo, bundling and the business sector.
Stable Core Expectations: Fitch Ratings believes Cogeco's good
business profile is primarily supported by the stable, high-margin
Canadian cable operations, with a competitive position anchored by
its high-speed internet and triple-play offering. Cogeco's cable
systems are clustered in less concentrated and less competitive
suburban regions. Cogeco's marketing efforts have benefitted from a
120Mbps broadband offering to essentially all of its Canadian
footprint. Cogeco will continue to increase broadband speeds (1Gbps
launches) in more competitive markets.
Weakness in Business Services: The turnaround in business ICT
services to improve market positioning, sales generation and
capacity utilization has taken longer than expected as competitive
pricing pressure on hosting and network connectivity services and
the exiting of unprofitable services have created challenges.
Business ICT services, which is a much smaller segment, is
considered less strategic by Fitch and generates less than 10% of
Cogeco's consolidated EBITDA.
Opportunistic Bolt-on M&A Continues: Cogeco has continued to seek
opportunistic bolt-on U.S. cable acquisitions. Cogeco had material
capacity for a sizeable bolt-on acquisition within its ratings
prior to the MetroCast transaction with leverage of 2.7x for the
LTM period ended May 31, 2017. Fitch does not expect Cogeco to
engage in additional M&A until leverage is reduced back within
expected range. Over the long term, Fitch expects the U.S.
operations will approach the size of the Canadian cable operations
through further M&A.
DERIVATION SUMMARY
Cogeco's business profile is weaker than larger investment grade
telecom/cable peers like Rogers Communications ('BBB+'/Outlook
Stable) and Telus Inc. ('BBB+'/Outlook Stable) due to smaller scale
and less service diversification (no wireless) combined with higher
financial leverage. However, Fitch believes Cogeco has a good
business profile, primarily supported by the stable, high-margin
Canadian cable operations, with a competitive position anchored by
its high-speed internet and triple-play offering that leverages the
TiVO platform. Cogeco's cable systems are clustered in less
concentrated and less competitive suburban regions. Cogeco's
operating results have benefitted from a 120Mbps service offering
to essentially of its Canadian footprint. Cogeco will continue to
increase broadband speeds (1 Gbps launches) in more competitive
markets.
Cogeco's U.S. operations have grown in scale and are also generally
clustered in less competitive regions with direct broadcast
satellite (DBS) providers being the primary video competitor
including DISH Network Corp. ('BB-'/Outlook Negative) and DirecTV
(owned by AT&T, 'A-'/Rating Watch Negative) and various wireline
providers offering slower DSL Internet speeds, which constitutes
approximately 67% of ABB's current footprint. Video subscriber
growth has been under pressure (low-single-digit declines) due to
the competitive environment including increased take-up rates on
over-the-top content. Once ABB upgrades MetroCast's video offering
to the TiVO platform, MetroCast should have a stronger bundled
offering in its region to potentially take share from the larger
DBS providers.
In a smaller portion of ABB's markets, the company faces more
significant competition for high-speed Internet, voice and video
services from much larger peers including Verizon ('A-'/Outlook
Stable) in the Maryland/Delaware markets, AT&T in the Aiken and
Miami markets, Frontier ('B+'/Outlook Stable) in the Connecticut
market and Comcast ('A-'/Outlook Stable) in the Miami market. FTTH
coverage is at only 7% of ABB's current footprint in the Verizon
Maryland/Delaware markets and AT&T Aiken market with the remaining
regions (Connecticut and Miami) having FTTN coverage. According to
Cogeco's estimates, competitors have only built out 8% of homes
passed in the MetroCast footprint with FTTN or FTTH capabilities.
Overall, Fitch views Cogeco's U.S. business profile as
well-positioned and defensible given the strong management
execution, strong profitability and bundled service offerings
anchored by the DOCSIS 3.0 broadband network despite the smaller
scale relative to some of ABB's competitors. Fitch expects the U.S.
operations will grow revenues and EBITDA on a currency-neutral
basis in the mid-single-digit range over the forecast period,
supported by continued revenue generating unit (RGU) growth and
price increases to offset rising content costs and video subscriber
losses.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Consolidated revenue growth in the low 2% range;
-- Consolidated leverage declining to the upper-to-mid-2x range
in fiscal 2017. Pro forma leverage at acquisition close in
early 2018 is expected at 3.7x, reducing to approximately
3.5x by the end of fiscal 2018;
-- Relatively stable profitability with consolidated EBITDA
margins of approximately 45%;
-- Annual dividends increases expected at historical levels;
-- FCF (Fitch defined as cash from operations less capital
spending less dividends) of approximately CAD275 million
plus/minus 5%;
-- Expectations that FCF will be used for debt reduction.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- A change in financial policy and long-term commitment to
maintain consolidated leverage at mid-2x range or below;
-- Stable and/or growing operating trends across its primary
business segments;
-- Increased operational diversification;
-- Maintaining strong FCF margins;
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- A large transaction that increases consolidated leverage
in excess of mid-3x range for an extended period of time;
-- Greater than expected competition, substitution or cord-
cutting/cord-shaving in Cogeco Communications territories
that adversely affects operating trends and cash flow growth;
-- A change in financial policy resulting in higher leverage
due to increased dividends or aggressive share repurchases;
-- Reduced consolidated FCF prospects as a result of competitive
factors.
LIQUIDITY
Cogeco's main sources of liquidity are its credit facilities, cash
position and FCF. As of May 31, 2017 Cogeco had approximately
CAD795 million available under its term revolving facility of
CAD800 million that matures in January 2022. In addition, two
subsidiaries of Cogeco benefit from a revolving facility of USD150
million, of which USD57 million was borrowed, leaving USD108
million of availability. Consolidated cash was CAD102 million.
Expectations are that Cogeco will maintain a dividend policy
consistent with its current ratings. Cogeco's objective is to
generate shareholder returns through capital appreciation and
dividend growth. Historically, Cogeco has not generally engaged in
share repurchase activity, which Fitch does not see as changing at
this time. The quarterly dividend is CAD0.43 per share, an increase
of CAD0.04 per share, or 10%, from a year ago.
Fitch's forecast assumes Cogeco will increase dividends in a
similar range over the next couple of years as a result of growth
in excess cash flows. Thus, while Cogeco does not have a formal
dividend policy, Fitch expects the company will target a dividend
payout in the range of 25% to 30% of FCF before dividends and
working capital. Fitch anticipates FCF (defined as cash from
operations less capital spending less dividends) in the CAD275
million range plus or minus 5% during the forecast period. Cogeco's
current payout ratio is materially lower than its larger cable and
telecom peers.
Fitch does not expect ABB to issue dividends during the next
several years given its growth focus. Cogeco's agreement with
Caisse de depot et placement du Quebec, which has taken a 21%
ownership interest in ABB, is expected to be long term in nature
with no put option for several years.
Cogeco's credit metrics improved following past U.S. acquisitions
as total leverage (total debt/operating EBITDA) was 2.7x at the end
of the third quarter of fiscal 2017 compared to the mid-3x level at
the end of fiscal 2015. Cogeco has used excess liquidity generated
by FCF to pay down bank credit facility borrowings. Long-term notes
maturities over the next several years are manageable with CAD100
million in fiscal 2018 and CAD55 million in fiscal 2019. First-lien
credit facility debt at Cogeco's U.S. subsidiaries approximates 30%
of Cogeco's capital structure. While the debt is nonrecourse to
Cogeco, Fitch has consolidated the U.S. subsidiary debt given the
strategic importance of the U.S. operations, which serve as the
primary beachhead for M&A opportunities.
Cogeco's U.S. cable subsidiary, ABB, generates sufficient cash
flows to self-fund its operations. This is supported by a
substantial tax shield related to net operating losses and
intangibles step-up, a competitive environment with limited
triple-play competition and the expected growth from increasing
underpenetrated services. Factoring in the new tax benefits from
the MetroCast transaction that are estimated in the USD300 million
range, Cogeco does not expect to pay cash taxes from its U.S.
subsidiaries for nearly the next five years. Cogeco also receives
material tax benefits in Canada from deductibility related to ABB's
interest payments.
FULL LIST OF RATING ACTIONS
Fitch has affirmed Cogeco's ratings as follows:
-- Long-Term IDR at 'BB+';
-- Senior unsecured notes at 'BB+/RR4';
-- Senior secured notes at 'BBB-/RR1'.
The Rating Outlook is Stable.
COLD SPY: Asks Court to Conditionally Approve Plan Disclosures
--------------------------------------------------------------
Cold Spy on the Inside, LLC, d/b/a Tune Up Plus, filed a motion
asking the U.S. Bankruptcy Court for the Eastern District of
Virginia to conditionally approve its disclosure statement and
consolidate the hearing on final approval of the disclosure
statement with the confirmation of the plan.
In addition, the Debtor requests that the Court extend the time
within which the Plan must be heard, if necessary. In the event
that any final determination of confirmation of the Plan has not
been completed by the 45-day deadline, the Debtor will be
prejudiced, absent an extension of time.
Because of the tight deadlines contained in the Bankruptcy Code for
small business debtors, the Debtor also asks that the Court allows,
as the filing date, for any amended plan, to relate back to the
date of the filing of the Combined Statement and Plan, in the
event, although not apparent at this time, that an amended plan is
necessary.
Under the plan, unsecured creditors will receive a total of $18,400
through the Plan, which payments will be paid annually on a
pro-rata basis unless the Unsecured Creditors accept different
treatment. This is more than they would receive in a chapter 7
case. In a chapter 7, they would receive $0, and under the terms of
the Plan, they are receiving 5% on their claims. The Debtor may
pre-pay this obligation at any time during the life of the Plan.
The Debtor will retain its assets in personal property, with new
value being contributed by Richard G. Terrell. He will contribute
$250/month for thirty months (total of $7,500), the source of which
will be from his personal funds.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb17-71004-50.pdf
About Cold Spy on the Inside
Cold Spy on the Inside, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-71004) on March
22, 2017. The Debtor estimated assets of less than $50,000 and
liabilities of less than $1 million.
The case is assigned to Judge Stephen C. St. John.
No trustee, receiver or creditors' committee has been appointed.
CONNEAUT LAKE PARK: Russ Buying Lot No. 5 for $210K
---------------------------------------------------
Trustees of Conneaut Lake Park, Inc., asks the U.S. Bankruptcy
Court for the Western District of Pennsylvania to authorize the
sale of Lot No. 5 of the Lakefront Subdivision No. 1 located on
Lake Street, Conneaut Lake, Pennsylvania, to Drew Russ or trust or
entity for $210,000, subject to better and higher offers at the
Sale Hearing.
A hearing on the Motion is set for Nov. 14, 2017 10:00 a.m. The
objection deadline is Nov. 7, 2017.
The Reorganized Debtor presently holds in trust for the use of the
general public approximately 207 acres of land and the improvements
thereon ("Real Property") located in Crawford County, Pennsylvania.
Certain parcels of the Real Property are unnecessary for the
operation of the Conneaut Lake Park for the Reorganized Debtor to
realize the charitable purposes for which the Real Property was put
into trust ("Noncore Parcels").
Consistent with the Reorganized Debtor's Joint Amended Plan of
Reorganization, dated July 28, 2016, the Reorganized Debtor
preliminarily subdivided the lots comprising the Flynn Property
into five lakefront lots and a large backlot ("Lakefront
Subdivision No. 1"). The subject of the Sale Motion is Lot No. 5
of the Lakefront Subdivision No. 1 ("Subject Property").
To identify the names and addresses of each of the respondents
holding a lien, claim, or encumbrance ("Interests") against the
Subject Property, the Reorganized Debtor makes reference to (A) its
Schedule D, as amended, at Document No. 93, together with (B) a
chart identifying each of the Plaintiffs captioned in that certain
litigation filed in the Crawford County Court of Common Pleas, Case
No. AD 2017-286 ("Encroachment Litigation"). The Encroachment
Litigation is, among other things, a quiet title action filed by
the Plaintiffs claiming right, title and interest in a portion of
the Subject Property. The Purchaser is fully aware of and
acknowledges the existence of the Encroachment Litigation.
Notice of the Sale and the Motion are being sent to the Plaintiffs
c/o John F. Mizner, Esquire, who is counsel of record for the
Plaintiffs in the Encroachment Litigation. The Complaint does not
provide addresses for the Plaintiffs. A request to Attorney Mizner
for those addresses has provided a mailing address for Steve and
Joyce Popovich, advising that his office does not have any of the
other physical addresses to provide. Given that the Reorganized
Debtor does not ask to sell the Subject Property free and clear of
the Encroachment Litigation, but rather subject to it, the
Reorganized Debtor asserts that notice of the Sale and the Motion
care of the Plaintiffs' attorney of record is good, valid, and
sufficient.
According to the Reorganized Debtor's Real Estate Agent, the
estimated value of the Subject Property free and clear of all
claims and liens is $247,500 with a summary appraisal of the
Subject Property completed in September 2015 that supports the
estimate. The summary appraisal, however, was performed prior to
the filing of the Encroachment Litigation and therefore, does not
take into consideration the detrimental effect the Encroachment
Litigation has on the value of the Subject Property.
The Subject Property is owned by the Reorganized Debtor. It is a
lot within a subdivision that constitutes a small portion of the
Reorganized Debtor's Real Property listed in its Schedule A. It is
located on Lake Street, Conneaut Lake, Pennsylvania 16316, contains
approximately .41 acres, comprises a portion of Parcel ID No.
5513-0086, and is more particularly identified as "Lot 5" on the
plan ("Flynn Property Subdivision") forsubdividing the Flynn
Property.
The Purchaser or trust or entity and the Reorganized Debtored
entered into the Agreement for Sale and Purchase of Real Estate.
The Purchaser has no relationship to the Reorganized Debtor. As
evidenced by the Sale Agreement, the purchase price for the Subject
Property is $210,000 and the closing on the sale of the Subject
Property, no later than Nov. 30, 2017, is conditioned upon, among
other things: (a) the Seller's receipt of a final Order of the
Court authorizing the sale of the Subject Property to the
Purchaser; and (b) a HUD-Statement in form reasonably acceptable to
Purchaser and Reorganized Debtor.
The Sale Agreement was executed by both parties by Oct. 3, 2017
utilizing the Lakefront Subdivision No. 1 plan that was approved by
Summit Township Supervisors on April 5, 2016.
Under the terms of the Brokerage Agreement entered into by the
Reorganized Debtor and Passport Realty, Passport Realty is entitled
to a commission equal to 7% of the sales price, 3% of which will be
remitted to Coldwell Banker Bainbridge Kaufman Real Estate, as
Passport Realty's Co-Broker and the Purchaser's Agent.
The following disbursements, costs, and expenses of sale are
projected at the time of the closing on the sale of the Subject
Property: (i) the Real Estate Commission - $14,700; (ii) Other
Expenses of Sale (Fees) - $30,000; and (iii) Other Expenses of Sale
(Costs) - $1,000. Other Expenses of Sale (Fees) include $30,000
for certain professional fees and costs incurred by the Reorganized
Debtor during the Chapter 11 case that may be surcharged against
the Subject Property. The surcharge is consistent with the terms
of the Plan. The professional fees and costs represent a fraction
of the total amount due and owing to the estate's professionals,
with the balance of the administrative obligations to be paid from
future sales of Noncore Parcels and the Reorganized Debtor's
operations.
The $30,000 Other Expenses of Sale are allocated among the retained
professionals as follows: (i) Shafer Law Firm Title Work for
Subdivisions, and Zoning - $5,000; and (ii) Stonecipher Law Firm
for professional services rendered to the estate - $25,000.
Other expenses of Sale (Costs) are estimated to be $1,000 for the
cost of advertising the Sale and serving the Motion and the Notice
of Sale consistent with the Federal Rules of Bankruptcy Procedure
and the Local Rules of the Court.
In addition to the secured claims listed on Reorganized Debtor's
Amended Schedule, the Subject Property is subject to the Charitable
Use Restriction placed upon all of the Reorganized Debtor's Real
Property through the Deeds conveying the Real Property to the
Reorganized Debtor. The Initial Deed is dated August 31, 1997,
from Property on the Lake, Inc. to the Reorganized Debtor.
On Sept. 15, 1997, the Reorganized Debtor executed a deed conveying
the Real Property back to itself in trust for the use of the
general public forever. This deed was recorded in the Record Book
357, page 768.
The Reorganized Debtor proposes to sell the Subject Property free
and clear of all Interests and the Charitable Use Restriction, but
excluding the Encroachment Litigation.
Here, there is sound business justification for selling the Subject
Property. First, the Reorganized Debtor is not proposing a sale of
substantially all of its Assets. On the contrary, the Subject
Property represents less than .2% of its Real Property. Second, by
selling the Subject Property, it will be able to pay down a
substantial portion of the Secured Claims encumbering its Real
Property. Third, the sale of the Subject Property is consistent
with the terms in the Reorganized Debtor's Plan and advances its
reorganization efforts in a substantive and meaningful way. In
fact, the sale is pursuant to the Reorganized Debtor's Plan and the
Confirmation Order, and as such, will be exempt from all realty
transfer taxes. Accordingly, the Reorganized Debtor asks the Court
to approve the relief sought.
Finally, the Reorganized Debtor asks relief from Bankruptcy Rule
6004(h) such that the Sale Order, when entered, is effective
immediately and not stayed for the 14-day period provided in
Fed.R.Bankr.P. Rule 6004(h).
A copy of the Agreement and the Schedule D attached to the Motion
is available for free at:
http://bankrupt.com/misc/Trustees_of_Conneaut_534_Sales.pdf
The Purchaser:
Drew Russ
4025 Lawnview Ave.
Pittsburgh, PA 15227
About Conneaut Lake Park
Trustees of Conneaut Lake Park, Inc. is a Pennsylvania non-profit
corporation organized in 1997 and having the corporate purpose,
among other things, to preserve and maintain Conneaut Lake Park, a
vintage amusement park located in Conneaut Lake, Pennsylvania, for
historical, cultural, social and recreational, and civic purposes
for the benefit of the community and the general public. It
presently holds in trust for the use of the general public
approximately 207 acres of land and the improvements thereon
located in Crawford County, Pennsylvania.
Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania,
on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti.
The Debtor estimated assets and debt of $1 million to $10 million.
Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.
The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.
On Sept. 6, 2016, the Court entered a final order approving the
Disclosure Statement and confirming the Reorganized Debtor's Joint
Amended Plan of Reorganization.
CV SETTLEMENT: Creditors To Be Paid From Proceeds of Sale of Lots
-----------------------------------------------------------------
CV Settlement Holdings, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Alabama a fourth amended disclosure
statement dated Oct. 16, 2017, referring to the Debtor's third
amended plan of reorganization.
Class Four General Unsecured Creditors are impaired by the Plan.
This class is comprised of all claimants who hold Allowed Unsecured
Claims against the Debtor arising prior to the Petition Date,
together with those creditors who held claims against the Debtor
either secured by a mortgage or by a claim of lien against property
of the Debtor which is subject to the lien of Beatus Investments,
LLC, and Burns, Cunningham & Mackey, P.C. The property is worth
$1,722,000 based on the court-approved sale to Truland Homes, LLC.
Therefore, pursuant to Section 506(a)(1) of the U.S. Bankruptcy
Code the unsecured portion of the Beatus and BC&M note will be
treated as a general unsecured obligation. If any proceeds are
available from the sale of the Debtor's assets, then the creditors
in this class will be paid the balance of the proceeds in a single
pro-rata distribution. This class is impaired.
Class Five Unsecured Claim of Principals and Insiders are
unimpaired by the Plan. This Class consists of the allowed,
unsecured claims of the members of CVSH in the amount of
approximately $150,000. The Class Five claims will be canceled on
the Effective Date of the Plan. Other creditors in this class are
Canal Road Homes, LLC, for $250,000, Cypress Village Development
Company, LLC, for $100,000. These creditors are owned and
controlled by J. Marion Uter and/or Paul Uter. Marion Uter owns
100% of the membership interest in Cypress Village Development
Company, LLC. Canal Road Homes, LLC, is owned 50% by Paul Uter and
50% by J. Marion Uter. These creditors lent money to CVSH so CVSH
could make necessary payments to Bryant Bank. This class is
impaired but will not be considered to be impaired for voting
purposes. All creditors in this class will have their respective
claims canceled upon the Effective Date of the Plan.
The payment of all classes will be derived from the proceeds of the
continued sale of the Debtor's lots and distributed in accordance
with the Bankruptcy Code's priority scheme to the extent that funds
are available.
On July 14, 2015, CVSH, with approval of the Court, sold 15 lots to
Truland Homes, LLC, for $675,000. CVSH paid Bryant Bank $320,425
and Burns, Cunningham & Mackey $270,425 from the net sale proceeds.
The Court granted a sale of the remaining property of the Debtor.
The sale of lots is scheduled over time with certain lots being
transferred on April, 30, 2017, Sept. 30, 2017, and Dec. 31, 2017.
Given the large amount of claims in this case versus the limited
amount of property available to satisfy those claims, the Debtor
proposes to forgo further attempts to reorganize and to simply
liquidate its remaining assets. The liquidation has already been
accomplished by the order approving sale of property dated Feb. 23,
2017. In all future sales, pursuant to the court order, the net
sale proceeds will be payable to Beatus and Burns Cunningham, less
amounts payable for the bankruptcy administrator quarterly fees and
a reserve for earned and approved but not paid attorney fees for
the Debtor's counsel in the amount of $2,500 per closing.
On July 7, 2017, the Court entered an Order determining that the
claims of Portside Realty, LLC, were disallowed. Therefore,
Portside will not be paid as a secured creditor or an unsecured
creditor in the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/alsb14-03731-429.pdf
About CV Settlement Holdings
CV Settlement Holdings, LLC, sought Chapter 11 protection (Bankr.
S.D. Ala. Case No. 14-03731) on Nov. 13, 2014. Judge William S.
Shulman is assigned to the case.
The Debtor estimated assets in the range of $0 to $50,000 and $1
million to $10 million in debt.
The Debtor tapped Marion E. Wynne, Jr., Esq., at the Wilkins,
Bankester, Biles & Wynne, PA, as counsel.
The petition was signed by J. Marion Uter, member.
DELTA MECHANICAL: Taps Nancy Stone as Chief Executive Officer
-------------------------------------------------------------
Delta Mechanical Inc. and its debtor affiliates seek authorization
from the US Bankruptcy Court for the Arizona for the continued
employment of Nancy J. Stone of Stone Strategic Management, LLC as
their Chief Executive Officer.
On June 23, 2016, the court entered the Final Order Approving the
Employment of Nancy J. Stone as Chief Executive Officer for the
Debtors.
On November 7, 2016, the court entered a second Order Approving the
Continued Employment of Nancy J. Stone as Chief Executive Officer
for the Debtors.
On May 19, 2017, the court entered a third Order Approving the
Continued Employment of Nancy J. Stone as Chief Executive Officer
for the Debtors.
The 3rd Employment Order approved Ms. Stone for six months of
employment, from May 8, 2017 to November 8, 2017.
The Debtor now seeks an additional six months employment from
November 8, 2017, with all other terms and conditions of the
Employment Agreement remaining in full force and effect.
In exchange for her services as CEO, Ms. Stone will receive an
annual salary of $300,000 for work performed subsequent to the
1,000 hours set forth in the Employment Agreement. Ms. Stone will
record the number of hours she devotes to the Debtors each month,
however, those hours will be reconciled against this salary at the
rate of $300 per hour.
As contained in the Employment Order, these provisions are stricken
from Ms. Stone's Employment Agreement:
(i) the final sentence of subsection 1(a) of the employment
agreement, that prevents Ms. Stone from terminating or
adjusting the compensation of Todor Kitchukov or Mariana
Kitchukov;
(ii) section 2(d) of the Exhibit A to the Employment
Agreement, that requires Ms. Stone to collaborate with
Todor Kitchukov in directing the reorganization of the
Debtors, including the presentation of a plan of
reorganization in the case; and
(iii) section 2(e) of Exhibit A to the Employment Agreement,
that provides Todor Kitchukov with primary
responsibility for the Debtors' sales and marketing
efforts and relationships with existing customers.
The CEO can be reached through:
Nancy J. Stone
Stone Strategic Management, LLC
9099 North 114th Place
Scottsdale, AZ 85259
Phone: (602) 910-0945
About Delta Mechanical
Mesa, Arizona-based Delta Mechanical Inc. and its debtor-affiliates
are engaged, generally, in the installation, maintenance, and
repair of plumbing and heating, ventilation, and air conditioning
fixtures and equipment. The Debtors, collectively, operate in 13
states, and employ approximately 350 people. Each of the Debtors
is a corporation that is wholly owned by Todor and Mariana
Kitchukov.
The Debtors sought Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Lead Case No. 15-13316) on Oct. 19, 2015. The Hon. George B.
Nielsen, Jr., presides over the cases.
The Debtors are represented by John J. Hebert, Esq., Philip R.
Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli PC.
In its petition, Delta Mechanical estimated $1 million to $10
million in assets, and $10 million to $50 million in liabilities.
The petitions were signed by Todor Kitchukov, president.
On Nov. 17, 2015, the United States Trustee's Office appointed the
Official Committee of Unsecured Creditors. The Committee is
comprised of the following creditors: Douglas Law Office; Barnes
Law Offices; and Woodall Law Offices. The Committee has retained
Gallagher & Kennedy, P.A., as its legal counsel and MCA Financial
Group, Ltd., as its financial advisor.
DETROIT LDFA: S&P Reinstates 'B-' Rating on 1998 Series A Bonds
---------------------------------------------------------------
S&P Global Ratings has corrected a ratings release by reinstating
its 'B-' long-term rating on Detroit City Local Development Finance
Authority, Mich.'s 1998 series A tax increment, subordinate bonds.
The outlook is stable. The correction is due to an administrative
error.
DIAMOND CONTRACT: Hires Spina & Company as Accountant
-----------------------------------------------------
Diamond Contract Flooring, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Joseph Spina, CPA and Spina & Company as accountants to assist the
Debtor in preparing its operating reports, tax filings, and various
accounting bookkeeping matters.
Joseph Spina, CPA, Director at Spina & Company, attests that his
firm is a "disinterested person" as such term is defined in section
101(14) of the Bankruptcy Code.
Current hourly rates charged by Spina & Company are:
Joseph Spina $210
Daniel Razinoubakht $165
Nancy Kil $165
Andrew Mascieri $165
The Firm can be reached through:
Joseph Spina, CPA
Spina & Company, LLC
2220 Fairmount Ave.
Philadelphia, PA 19130
Phone: 215-235-5015
Fax: 215-235-5070
About Diamond Contract Flooring, LLC
Diamond Contract Flooring, LLC is a privately held company in
Bensalem, Pennsylvania, and has been in the business of
wholesale-floor coverings since 2000.
Diamond Contract Flooring, LLC, based in Bensalem, PA, filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-16672) on
September 29, 2017. The Hon. Eric L. Frank presides over the case.
Carrie J. Boyle, Esq., at McDowell Posternock Apell & Detrick,
P.C., serves as bankruptcy counsel.
In its petition, the Debtor listed $142,481 in assets and $1.32
million in liabilities. The petition was signed by Christopher
Diamond, president.
DIOCESE OF NEW ULM: Has Until Feb. 26 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 The Diocese of
New Ulm, the exclusive right for the Diocese to file a Chapter 11
plan until Feb. 26, 2018; and the exclusive period in which the
Diocese may obtain acceptances of the plan until April 27, 2018.
As reported by the Troubled Company Reporter on Oct. 9, 2017, the
Debtor asked for the extension, believing that the extensions
sought will be beneficial to it as well as creditors and other
parties in interest; will provide time to proceed with the
mediation and attempt to reach a consensus regarding plan terms;
will allow the plan to be based on more accurate information
because the claims deadline will have passed; and will result in a
more efficient use of its assets for the benefit of all creditors.
The Diocese said it is working with the mediator and other parties
to schedule the mediation, and is hopeful that it may commence as
soon as early- to mid-November, depending on the availability of
other parties. However, mediation will not commence before Oct. 29
-- the end of the current exclusive period for the Diocese to file
a plan. In addition, even if mediation commences by mid-November,
it may take multiple sessions to achieve any resolution.
About Diocese of New Ulm
The Diocese of New Ulm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3,
2017. The petition was signed by Monsignor Douglas L. Grams, vice
general. The case is assigned to Judge Robert J. Kressel.
At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of less than $50,000.
James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the
Debtor's legal counsel.
ELITE INSTALLS: Hires David J. Winterton & Associates as Counsel
----------------------------------------------------------------
Elite Installs, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Nevada, Las Vegas Division, to employ the law
firm of David J. Winterton & Associates, Ltd as counsel.
Professional services to be rendered By David are:
a. attend hearings;
b. file required schedules and papers;
c. prepare disclosure statement and plan of reorganization;
d. counsel the client; and
e. represent the Debtor as needed for reorganization.
David Winterton attests that his firm has no connection with the
Debtor, creditors, any other party in interest, their respective
attorneys and accountants, the United States Trustee, or any person
employed in the office of the United States Trustee and is a
"disinterested person" within the meaning of 11 U.S.C. Sec.
101(14).
The Firm will undertake the representation of the Debtor at the
standard hourly rates of $250 to $400 for attorneys and $125 for
paralegals.
The Counsel can be reached through:
David J. Winterton
DAVID J. WINTERTON & ASSOCIATES., LTD
1140 N Town Center Dr, Ste 120
Las Vegas, NV 89144
Phone: (702) 363-0317
Fax: (702) 363-1630
Email: david@davidwinterton.com
About Elite Installs, LLC
Elite Installs LLC is the original premier appliance installation
company serving Las Vegas, Henderson, Reno and the Sacramento/ San
Francisco Bay area. Based in Las Vegas Nevada, Elite Installs LLC
filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13633) on
July 5, 2017, listing under $1 million in both assets and
liabilities. The Debtor is represented by David J. Winterton of
David J. Winterton & Associates, Ltd as counsel.
EXETER HOLDING: Plan Admin.'s Sale of Amgansett Property Okayed
---------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York authorized Gary F. Herbst, the Plan
Administrator of Exeter Holding Ltd. to sell the real property
located at, and known as, 107 Montauk Highway, Amagansett, New
York, to Andrew Berman and Mollie Cohen for $1,700,000.
The sale is free and clear of the Liens, with any such Liens to
attach to the proceeds of Sale.
In the absence of a stay pending appeal, if the Purchaser or
designee, close on the Sale of the Real Property at any time on or
after the entry of the Order, then the parties will be entitled to
the protection of 11 U.S.C. Section 363(m), or any authorization
contained in the Order in its entirety on appeal.
In the event that the Purchaser, or designee, fails to close on the
Sale of the Real Property in accordance with the terms and
conditions of the Sale Agreement and the Order, then the Plan
Administrator will be entitled to retain the Deposit as liquidated
damages.
From the proceeds of the sale of the Real Property, the Plan
Administrator will pay to the Lender, at closing, the total
mortgage loan payoff amount outstanding as of the time of said
payment, which payoff amount was $1,353,128 as of Sept. 30, 2017.
The Plan Administrator is authorized to pay and satisfy from the
proceeds of sale any and all costs necessary to effectuate a
transfer the Real Property to the Purchaser.
The 14-day stay provided for in Bankruptcy Rules 6004(h) and
6006(d) will not be in effect and, pursuant to Bankruptcy Rule
7062, the Order will be effective and enforceable immediately upon
entry.
About Exeter Holding
On Nov. 9, 2011, an involuntary petition for relief under Chapter
11 of the Bankruptcy Code was filed against Exeter Holding Ltd.
(Bankr. E.D.N.Y. Case No. 11-77954). On Jan. 18, 2012, the Court
entered an Order for Relief under Chapter 11 of the Bankruptcy
Code. By Order dated July 8, 2013, the Court confirmed Exeter's
amended plan of liquidation. The Exeter Plan provided for the
appointment of the Plan Administrator, Gary F. Herbst.
FISHERMAN'S PIER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fisherman's Pier, Inc.
c/o Martha Marchelos
4400 N. Ocean Drive
Fort Lauderdale, FL 33308
Type of Business: Fisherman's Pier, Inc., filed as a Domestic for
Profit Corporation in the State of Florida on
Jan. 25, 1963, according to public records filed
with Florida Department of State. The Company
owns a fishing pier in Lauderdale, Florida.
Chapter 11 Petition Date: October 23, 2017
Case No.: 17-22819
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Hon. Raymond B Ray
Debtor's Counsel: John A. Moffa, Esq.
MOFFA & BREUER, PLLC
1776 N Pine Island Rd #102
Plantation, FL 33322
Tel: 954-634-4733
Fax: 954-337-0637
E-mail: john@moffa.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Martha Marchelos, president.
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/flsb17-22819.pdf
FRANCHISE SERVICES: TSX Moves Shares Trading from Tier 2 to NEX
---------------------------------------------------------------
Franchise Services of North America on Oct. 19, 2017, disclosed
that in response to the Company's ongoing bankruptcy in the United
Sates, the TSX Venture Exchange ("TSX-V") has moved trading in the
shares of the Company from Tier 2 to NEX effective October 6, 2017.
Trading in the Company's shares remains suspended.
NEX is a separate board of the TSX-V. It provides a trading forum
for listed issuers that have fallen below TSX-V's continued listing
standards. Further information regarding NEX Policies can be found
on the Exchange's website at www.tmx.com.
About Franchise Services
Franchise Services of North America Inc. --
http://www.fsna-inc.com-- is a publicly traded company listed on
the TSX Venture Exchange. The Company and its subsidiaries own
these brands: U-Save Car & Truck Rental, U-Save Car Sales, Auto
Rental Resource Center, Xpress Rent A Car, Sonoran National
Insurance Group and Peakstone Financial Services.
U-Save, together with its subsidiary ARRC, has over 650 locations
throughout the United States and is one of North America's largest
franchise car rental companies. U-Save currently services 21
airport markets in 9 different states and 12 countries. Although
primarily based in the United States, U-Save has 16 international
locations in Mexico, Greece, Central America and the Caribbean.
With more than 150 years of combined insurance experience, Sonoran
National Insurance Group is licensed in all 50 states and serves
customers in every part of the country. Sonoran provides an entire
range of business and personal insurance solutions customized to
the needs of its clients.
Franchise Services of North America Inc., based in Ridgeland,
Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
17-02316) on June 26, 2017.
The petition was signed by Thomas P. McDonnell, III, chief
executive officer. The Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.
The Hon. Edward Ellington presides over the case.
Stephen W. Rosenblatt, Esq., at Butler Snow LLP, serves as
bankruptcy counsel to the Debtor. Equity Partners HG LLC, serves
as restructuring advisor to the Debtor.
FXI HOLDINGS: Moody's Assigns B2 CFR; Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating to FXI Holdings, Inc.
(FXI). Moody's also assigned a B2 rating to the proposed $500
million senior secured notes and an SGL-2 speculative grade
liquidity rating. The rating outlook is stable.
"Proceeds will be used to fund the acquisition of FXI by One Rock
Capital Partners," said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service. Management expects the transaction to
close in the fourth quarter of 2017.
FXI manufactures flexible and rigid foam products for commercial
use in the transportation, bedding, furniture, medical, and
technology industries.
Ratings assigned:
Corporate Family Rating at B2;
Probability of Default Rating at B2-PD;
$500 million senior secured notes due 2024 at B2 (LGD 4);
Speculative Grade Liquidity Rating at SGL-2
The outlook is stable.
RATINGS RATIONALE
FXI's B2 CFR reflects its modest scale with revenue around $900
million and high pro forma financial leverage of 5.0 times debt to
EBITDA. The CFR also reflects FXI's susceptibility to discretionary
consumer spending through its bedding and automotive commercial
customers, and risks associated by being owned by a private equity
firm. FXI's rating benefits from its strong market position within
the foam supply industry, good liquidity and some gross margin
stability from having 'cost plus contracts' for the majority of its
customers. FXI's credit metrics need to be stronger than similarly
rated consumer durables companies because of its small size and
exposure to discretionary consumer spending.
The SGL-2 rating reflects Moody's expectation that FXI will operate
with good liquidity over the next 12-18 months. This reflects the
rating agencies view that the company will be able to fund all of
its basic obligations through internally generated cash and cash on
hand. FXI intends to enter into a new $110 million asset based
lending facility expiring in 2022. Moody's does not expect the
company to use the facility over the next four quarters.
The B2 rating on the $500 million senior secured notes is the same
as the B2 CFR, as it represents the preponderance of debt in the
capital structure. The notes are guaranteed by domestic
subsidiaries.
The stable outlook reflects Moody's expectation that FXI's scale
will remain moderate and its operations narrowly concentrated in
the cyclical foam industry. In its outlook, Moody's also assumes
that FXI will maintain strong relationships with its key customers
and that demand for the company's products will remain stable.
Ratings could be downgraded if FXI's operating performance or
liquidity weakens. The rating could also be lowered if the company
adopts a more aggressive financial policy with respect to
debt-financed acquisitions or dividends to its financial sponsor.
Specifically, ratings could be downgraded if debt to EBITDA is
sustained above 5.5 times.
An upgrade would require a significant improvement in size and
end-market diversification. Debt to EBITDA would need to be
sustained below 4.0 times for Moody's to consider an upgrade.
Headquartered in Media, Pennsylvania, FXI manufactures flexible and
rigid foam products for commercial use in the transportation,
bedding, furniture, medical and technology industries. The company
is principally owned by private equity firm One Rock Capital
Partners. Revenue approximates $900 million.
FXI HOLDINGS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to FXI
Holdings Inc. The rating outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed $500 million
senior secured notes. The '3' recovery rating reflects our
expectation for meaningful (50% to 70%; rounded estimate: 60%)
recovery in the event of a payment default.
"We base all issue-level ratings on preliminary terms and
conditions.
"FXI Holdings Inc. is a producer of engineered polyurethane (PU)
foam solutions that serve the home furnishings, transportation, and
medical/technical markets. Our ratings are predicated on our
assessment of FXI's leverage tolerance as high with our
anticipation of debt to EBITDA above 5x, reflecting high debt
levels relative to cash flow, and its ownership by financial
sponsor One Rock Capital Partners.
"The company has some customer concentration, limited geographic
presence, and some raw material price exposure. The company has
some raw material price mitigants in the form of commodity collars
for some key customers and the ability to deliver individualized
products tailored to customer needs. These factors are partially
offset by the aforementioned credit risks. Our 'B' rating also
reflects our view that leverage measures compare favorably with
similar commodity chemical companies we view as having high
financial risk such as Vantage Specialty Chemicals Inc. Our
expectation for FXI is that debt to EBITDA will be about 5x-5.5x
and funds from operations (FFO) to debt will be about 9%-12% on a
pro forma basis.
"The stable outlook on FXI Holdings Inc. reflects our expectation
that the company will be able to effectively manage swings in raw
materials prices, navigate cyclical end markets, and maintain
financial policies consistent with the current ratings. Our base
case assumes GDP growth of about 2.1% in 2017 and consumer
consumption of about 2.6% over the same period. Over the next 12
months, we expect credit metrics will remain stronger relative to
peers such as Vantage Specialty Chemicals. More specifically, we
expect debt to EBITDA to remain in the 5x-5.5x range and that FFO
to debt will remain in the 9%-12% on a pro forma basis. We have not
factored in any significant debt-funded acquisitions or shareholder
rewards in our base case.
"We could lower ratings on the company over the next 12 months if
we expected FFO to debt (pro forma for potential acquisitions) to
be below 9% or debt to EBITDA to be above 6.5x on a sustained
basis. This could occur if organic revenue growth stalled or turned
negative, or if margins declined to single-digit percentages. Also
potentially contributing to a downside scenario would be an
economic downturn in any of the company's key end markets,
especially the transportation segment, which we already expect to
be under pressure over the next year. Given the high customer
concentration, a downside scenario could also transpire if there
were material changes in the businesses of any of their key
customers. Additionally, we could lower ratings if we no longer
expect that management would be committed to maintain current
leverage levels or if we expect that the owners would take any
dividends. We could also lower ratings if we expected the company
would no longer maintain liquidity, such that we believed sources
of funds would not exceed uses of funds by more than 1.2x or if we
thought the company would have pressure on its covenant.
"Given the financial sponsor ownership and the current leverage
levels of the company at greater than 5x, we view an upgrade
unlikely over the next 12 months. We could, however, consider an
upgrade if the company reduces leverage using cash flows or equity
to pay down debt. In this situation, pro forma debt to EBITDA would
approach 4x on what we believed to be a sustained basis (based on
projected years). Equally as important for an upgrade, we would
also require a strong financial policy commitment from management
and from the financial sponsor that would decrease leverage and act
in a prudent manner consistent with a higher rating."
G D P ENTERPRISES: Hires Morrison Tenebaum as Counsel
-----------------------------------------------------
G D P Enterprises Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Morrison
Tenebaum PLLC as counsel.
Professional services that MT Law will render are:
a. advise the Debtor with respect to its powers and duties
as debtors-in-possession in the management of its estate;
b. assist in any amendments of Schedules and other financial
disclosures as in the preparation, review, and amendment
of a disclosure statement and plan of reorganization;
c. negotiate with the Debtor's creditors and taking the
necessary legal steps to confirm and consummate a plan
of reorganization;
d. appear before the Bankruptcy Court to represent and
protect the interests of the Debtor and its estate; and
e. perform all other legal services for the Debtor that may
be necessary and proper for an effective reorganization
as well as other professional and litigation services as
may be required.
The hourly rates MT Law will charge for this Case are:
Lawrence F. Morrison $495
Associates $350
Paraprofessionals $150
MT Law received a one-time court filing fee of $1,717 and a total
initial retainer fee of $15,000.
Lawrence F. Morrison attests that MT Law is a "disinterested party"
within the meaning of Secs. 101(14) and 327 of the Bankruptcy
Code.
The Counsel can be reached through:
Lawrence Morrison, Esq.
Morrison Tenenbaum PLLC
87 Walker Street Floor 2
New York, NY 10013
Tel: 212-620-0938
Email: lmorrison@m-t-law.com
About G D P Enterprises Inc.
Based in New York, New York, G D P Enterprises Inc. filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 17-44204) on August 14, 2017.
The case is assigned to Judge Carla E. Craig. Lawrence Morrison,
Esq., at Morrison Tenenbaum PLLC represents the Debtor as counsel.
The Debtor disclosed that both assets and liabilities are below $1
million.
GABRIELS TOWING: Bedrock Buying Three 2014 Freightliners for $90K
-----------------------------------------------------------------
Gabriels Towing & Recovery, Inc., asks the U.S. Bankruptcy Court
for the District of New Jersey to authorize the sale of three
vehicles: (i) 2014 Freightliner MZ- VIN# 1FVACWDTOEHFR5483; (ii)
2014 Freightliner MZ- VIN# 3ALACWDT9EDFP711 7; and (ii) 2014
Freightliner M2X- VIN# 1FVACWDT7EHFL8102 to Bedrock Assurance
Group, LLC for $90,000.
A hearing on the Motion is set for Nov. 13, 2017 at 10:00 a.m.
Gabriel Lopez, President of the Debtor certifies that the vehicles
are secured by liens held by Santander Bank, formerly known as
Sovereign Bank, NA. The Debtor has presented the offer of the
Buyer to Santander Bank and they have consented to the sale.
The sale will benefit the estate in that it will reduce Santander's
secured claim and will allow the Debtor to reduce its monthly cash
flow obligations and reduce the cost of insuring the vehicles that
is presently being paid by the Debtor.
Following the sale the Debtor will not retain any interest in the
vehicles. At the time of closing the finds from the sale of the
vehicles will be paid over to Santander Bank and will be applied to
each of the respective loan accounts for each of the vehicles.
Santander will amend its claims to reflect that the balance due on
each account will become a general unsecured claim. It will retain
its secured claims on other collateral owned by the Debtor.
Counsel Santander Bank:
Robert L. Saldutti, Esq.
Rebecca K. McDowell, Esq.
SALDUTTI LAW GROUP
800 N. Kings Highway, Suite 300
Cherry Hill, New Jersey 08034
About Gabriels Towing & Recovery
Gabriels Towing & Recovery, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 17-13489) on Feb. 23, 2017.
Joseph Casello, Esq.. at Collins, Vella & Casello, LLC, serves as
bankruptcy counsel. The Debtor's assets and liabilities are both
below $1 million.
GEK REALTY: BHMPW Funding Asks Court to Approve Plan
----------------------------------------------------
BHMPW Funding LLC, secured creditor and mortgagee of GEK Realty and
Home Improvement LLC, asks the U.S. Bankruptcy Court for the
Eastern District of New York to approve the disclosure statement
dated Oct. 16, 2017, referring to the Secured Creditor's plan of
reorganization.
The Plan Proponent requests that the Court fix the last date for
filing and serving objections to confirmation of the Plan as seven
days before the Confirmation Hearing. Setting the Objection
Deadline at seven days before the Confirmation Hearing will provide
parties in interest with sufficient time to consider whether to
interpose any objections to the Plan, while providing the Court,
the Plan Proponent and all parties in interest with sufficient time
to consider and, if necessary, respond to any objections before the
Confirmation Hearing. To the extent objections to confirmation are
filed, the Plan Proponent requests it, and other parties in
interest, be authorized to file and serve a reply to any objections
no later than the day prior to the Confirmation Hearing.
As reported by the Troubled Company Reporter on Sept. 19, 2017, the
Plan Proponent filed with the Court a disclosure statement, dated
Aug. 29, 2017, to its plan of reorganization for the Debtor. Class
4 General Unsecured Claims -- estimated at $598,905.27 -- is
impaired by the Plan. The amount of alleged general unsecured
claims, without factoring known insider claims is $582,529.72, and
the Secured Creditor intends to make distributions to holders of
Class 4 claims in the pro rata amount of not less than 10%. In
addition, the Secured Creditor intends to litigate all scheduled
claims upon which no proof of claim has been filed in the Court's
Claims Register that exceeds $10,000.
Class 3 consists of the Claim of New York City and/or New York
State against the Property. Class 3 consists of (a) the Claims of
the City of New York Department of Finance for any and all
outstanding property taxes and water and sewer charges assessed
against the Property, and (b) any Claims of New York Department of
Buildings and/or New York Department of Housing Preservation &
Development as payable to City of New York Department of Finance
for environmental control board violations, as may be applicable to
the Property, and any allowed claims which may be filed by New York
State. Outstanding taxes due to the City of New York Department of
Finance are estimated to be $2,000. The total estimated amount to
be reserved by the Secured Creditor for allowed class 3 Claim
holders is $2,000. Holders of Class 3 claims will be paid in full
with interest, and are deemed unimpaired and not entitled to vote.
The Plan provides for the Plan Proponent, or its designated
nominee, to purchase the real property and improvements thereon
located at (i) 2750 Pearsall Avenue, Bronx, New York 10469, and
(ii) 403 Jefferson Avenue, Brooklyn, New York 11221, from the
Debtor in accordance with the provisions of the U.S. Bankruptcy
Code, pursuant to 11 U.S.C. Section 363 and Federal Rule of
Bankruptcy Procedure 6004(f), with a foreclosing on the sale
immediately following Confirmation of the Plan. The Plan
Proponent's ability to purchaser the Properties will be subject
another party submitting a higher and better bid. Bidding
procedures for the Sale will be set forth by separate motion,
describing marketing efforts and a bidding deadline of Aug. 30,
2017.
In the event that the Plan Proponent is the Successful Bidder at
the Sale, proceeds generated from the Sale, in addition to cash
being provided by the Plan Proponent, if any, will be utilized by
the Plan Proponent to fund distributions under the Plan to pay
allowed claims of creditors of the Debtor, with payments to
unsecured creditors receiving a pro-rata distribution of not less
than 10% and Secured Creditors receiving payment in full as guided
by agreement or by statute.
In the event that the Plan Proponent is the Successful Bidder, the
Plan Proponent, or its designated nominee, has agreed to purchase
the Property at the Sale by (i) satisfying and credit bidding their
amounts of its Secured Claim; and (ii) providing an additional cash
contribution in an amount of $75,000 simultaneously with the
closing of the Sale. The Cash Contribution will be utilized to pay
a pro rata distribution to holders of allowed claims, and also to
pay Administrative Claims, fees due to the Office of the UST and
Professional Fees in full.
Upon a closing on the Sale, the Plan Proponent, or its nominee,
will take title to the Property free and clear of all liens, claims
and encumbrances pursuant to Sections 363(f) and 1123(a)(5) of the
Bankruptcy Code, except that its election ownership shall be
subject to the Mortgage. All proceeds received from the Sale of
the Property and cash on hand will be used to fund the Plan. The
Secured Creditor's authority to purchase the Property by credit
bidding the amount of its secured claim and Cash is subject to
approval of the Court, which will be deemed granted upon entry of
the Confirmation Order and the Sale Order.
Although the Secured Creditor will be permitted to bid in excess of
its credit, it will have no obligation to do so. In the event that
the Secured Creditor is outbid at the Sale, it will not provide any
Cash Contribution. If the Secured Creditor's credit bid exceeds
the amount of its secured claim, the Secured Creditor will provide
proof of additional cash deposit needed to close over its credit
bid. If, however, the Secured Creditor is outbid, it will not
contribute the Cash Contribution, and all distributions will be
paid from sale proceeds. Details regarding the sale will be more
fully set forth in a sale motion to be filed by the Secured
Creditor contemporaneously with this Plan and Disclosure
Statement.
Copies of the Disclosure Statement are available at:
http://bankrupt.com/misc/nyeb17-40228-38.pdf
http://bankrupt.com/misc/nyeb17-40228-38a.pdf
About GEK Realty and Home Improvement
GEK Realty and Home Improvement LLC, based in Saint Albans, New
York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
17-40228) on Jan. 19, 2017. In its petition, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The
petition was signed by Gregory Carmichael, managing member.
Judge Nancy Hershey Lord presides over the case. Arlene
Gordon-Oliver, Esq., serves as bankruptcy counsel to the Debtor.
GEK REALTY: Nov. 16 Hearing on BHMPW's Bid to Approve Plan
----------------------------------------------------------
In a notice, secured creditor BHMPW Funding LLC states that it will
file a motion asking the U.S. Bankruptcy Court for the Eastern
District of New York to approve its disclosure statement to
accompany the proposed plan of reorganization for GEK Realty and
Home Improvement LLC.
BHMPW also asked the court to schedule a hearing on the plan's
confirmation, schedule an auction and sale hearing to approve the
sale of the Properties to the successful bidder, and establish a
deadline and procedures for filing objections to confirmation of
the Plan.
A hearing to consider the Secured Creditor's request is scheduled
for Nov. 16, 2017, at 11:00 a.m. Objections to the request must be
filed by Nov. 9, 2017, at 4:00 p.m.
The Troubled Company Reporter previously reported that unsecured
creditors will recover 10% under BHMPW's plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb17-40228-32.pdf
Attorney for BHMPW Funding LLC:
Jason S. Leibowitz, Esq.
KRISS & FEUERSTEIN LLP
360 Lexington Avenue, Suite 1200
York, New York 10017
(212) 661-2900
About GEK Realty and Home Improvement
GEK Realty and Home Improvement LLC, based in Saint Albans, N.Y.,
filed a Chapter 11 petition (Bankr. E.D. N.Y. Case No. 17-40228) on
Jan. 19, 2017. The Hon. Nancy Hershey Lord presides over the case.
Arlene Gordon-Oliver, Esq., serves as bankruptcy counsel.
In its petition, the Debtor estimates $1 million to $10 million in
both assets and liabilities. The petition was signed by Gregory
Carmichael, managing member.
GILDED AGE: Wants to Use Webster Cash for November 2017 Expenses
----------------------------------------------------------------
Gilded Age Properties, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Rhode Island to continue its
use of the cash collateral of Webster Bank, N.A., for an additional
30 days in order to continue the operation of its business from
November 1 through November 30, 2017.
The proposed Budget for the month of November 2017 provides total
operating expenses of approximately $26,309.
Webster Bank has extended a $712,500 mortgage loan to the Debtor on
the Bellevue Property and another $712,500 mortgage loan on the
Freebody Property. As of May 22, 2017, the balance due under the
loan documents was $1,370,716.
Since it appears that the entire value of the Debtor's assets are
consumed by the claims of Webster Bank, the Debtor submits that the
value of the assets serving as security will ultimately have to be
determined in order to assess the full extent of Webster Bank's
security. In the interim, based upon the amounts of rents that the
Debtor received, the Debtor believes that Webster Bank is fully
secured.
In addition, the Debtor seeks the use of cash collateral
conditioned upon the Debtor's continuing payment of, among other
things, post-petition mortgage payments, real estate taxes and
municipal charges on the Properties.
A full-text copy of the Debtor's Motion, dated October 15, 2017, is
available at https://is.gd/fukiPg
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.
H MELTON VENTURES: Warden Hires Wiley Law Group as Counsel
----------------------------------------------------------
Michael G. Warden, a debtor in the H. Melton Ventures, LLC,
bankruptcy case, seeks authority from the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, to hire Kevin
S. Wiley, Sr. and Kevin S. Wiley, Jr. of the Wiley Law Group, PLLC,
as counsel for the Debtor.
The professional services Wiley Law Group will render are:
(a) counsel and assist the Debtor in negotiations for final
resolution of a contempt case by proposing a plan that
will pay more than what the creditor could receive in
any liquidation in return for injunctive relief as
indispensable parties and co-proponents under the plan;
(b) advise the Debtor with respect to the Debtor's powers
and duties in the Chapter 11 case regarding strategy for
exit from bankruptcy, disclosure statements and plans,
and other issues that typically arise or may arise in
Chapter 11 cases;
(c) appear in this Court to protect the interests of the
Debtor;
(d) attend meetings as requested by the Debtor;
(e) perform all other legal services for the Debtor that
may be necessary and proper in this case, including, but
not limited to, provision of advice in areas such as
corporate, bankruptcy, tort, employment, governmental,
intellectual property and secured transactions; and
Court consistent with professional standards.
Kevin S. Wiley, Sr. attests that is a "disinterested person" as
that term is defined in 11 U.S.C. Sec. 101(14).
The Counsel can be reached through:
Kevin S. Wiley, Sr.
Kevin S. Wiley, Jr.
325 North St. Paul Street, Suite 2750
Dallas, TX 75201
Tel.: (469) 484-5016
Fax: (469) 484-500
Email: kevin.wileysr@tx.r.com
kwiley@lkswjr.com
About H Melton Ventures, LLC
H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 17-43922) on September 28,
2017. The Hon. Russell F. Nelms presides over the case. David D.
Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Michael
Warden, its manager.
HARDROCK HDD: Dec. 15 Hearing on Plan and Disclosures Approval
--------------------------------------------------------------
Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan issued an order granting preliminary
approval of HardRock HDD, Inc., et al.'s joint disclosure
statement.
The deadline to return ballots on the plan, as well as to file
objections to final approval of the adequacy of the information in
the disclosure statement and objections to confirmation of the plan
is Dec. 8, 2017.
The hearing on objections to final approval of the adequacy of the
information in the disclosure statement and confirmation of the
plan will be held on Dec. 15, 2017, at 11:30 a.m., before the
Honorable Phillip J. Shefferly, United States Bankruptcy Judge, in
Courtroom 1975, 211 West Fort Street, Detroit, Michigan 48226.
About Hardrock HDD
Hardrock HDD, Inc., is a privately held utility contractor based in
Jackson, Michigan. Affiliates HardRock HDD, Inc. (Bankr. E.D.
Mich. Case No. 17-46425), Patrick Leasing, L.L.C. (Bankr. E.D.
Mich. Case No. 17-46440), and Patrick Horizontal Drilling, L.L.C.
(Bankr. E.D. Mich. Case No. 17-46446) filed for Chapter 11
bankruptcy protection on April 28, 2017. The petitions were signed
by Jeffery Patrick, its authorized agent.
Judge Phillip J. Shefferly presides over the cases. Thomas R.
Morris, Esq., at Silverman & Morris, P.L.L.C., serves as the
Debtors' bankruptcy counsel.
HardRock HDD disclosed that it had estimated assets and liabilities
of $1 million to $10 million. Patrick Leasing had estimated assets
of less than $1 million and liabilities of $1 million to $10
million. Patrick Horizontal had estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
HARDROCK HDD: Unsecured Creditors' Recovery Unknown Under Plan
--------------------------------------------------------------
HardRock HDD, Inc., Patrick Leasing, L.L.C. and Patrick Horizontal
Drilling, L.L.C., jointly propose a Plan for the resolution of the
respective claims against each Debtor and interests in each
Debtor.
Class 8 allowed unsecured claims against the Debtors includes
deficiency claims, the claim of Bank of the West, and claims
arising from the rejection of unexpired leases and executory
contracts. The claims of Deere Credit are also included within this
Class, notwithstanding the fact that Deere Credit filed several
proofs of claims asserting that its claims were secured. Class 8 is
impaired and the allowed claims in this class will bear no
interest.
Under the Plan, the Reorganized Debtors will make payments for
pro-rata distribution to holders of allowed claims in Class 8 in
the total amount of $50,000 beginning on the First Anniversary
Date, and continuing on each subsequent Anniversary Date through
the Fifth Anniversary Date.
In addition, the Reorganized Debtors will distribute pro-ratably to
holders of allowed claims in Class 8 one-half of the proceeds of
sale of the Napoleon Road Property net of all closing and
transactional costs (including brokerage commission, transfer taxes
and closing costs), reimbursement to the Debtors for other expenses
associated with the sale, such as repairs, and the payment of the
CP Federal Credit Union mortgage and real property taxes.
The Reorganized Debtors will distribute pro-ratably to holders of
allowed claims in Class 8 one-half of the Net Proceeds (monies
received by HardRock from the Oakland County Litigation and/or the
Wayne County Litigation, minus any fees and costs relating to such
litigation) to the extent that the Net Proceeds constitute the
recovery of Tort Claims. Such distribution will take place no later
than the last day of the month following the payment to the Debtor
of such Net Proceeds.
On April 21, 2017, HardRock commenced litigation against Rohl, the
City of Livonia, Travelers, Orchard Hiltz & McCliment, Inc., Jason
Rohl, Brad Rohl, Rohl Group International, Inc. and David
Marinelli, in the Wayne County Circuit Court, Case No.
17-006155-CK. relating to the replacement of water mains in
Livonia, Michigan. In the Wayne County Litigation, HardRock has
asserted both Tort Claims and Non-Tort Claims, and it seeks damages
in excess of $3,000,000.
On July 28, 2017, HardRock commenced an action against Rohl,
Travelers, Rohl Group International, Inc., Jason Rohl, Brad Rohl
and David Marinelli in the Oakland County Circuit Court, Case No.
17-160017-CK., relating to the replacement of water mains in
Pontiac, Michigan. In this case, HardRock has asserted both Tort
Claims and Non-Tort Claims, and it seeks damages in excess of
$200,000.
The Plan will be funded from income generated by the Debtors and
the Reorganized Debtors, and may be funded by refinancing. The Plan
will also be funded from any monies received from the Oakland
County Litigation and the Wayne County Litigation. The timing and
amount of recoveries from the Oakland County Litigation and the
Wayne County Litigation is not predictable.
The Debtors also intend to sell the Napoleon Road Property, and may
sell equipment and vehicles deemed by the Debtors to be surplus or
scrap.
If necessary, the Reorganized Debtors may, in their sole
discretion, seek equity infusions and/or to obtain refinancing from
either a lending institution or from other sources in an effort to
satisfy the necessary payments described in the Plan. In the event
that the Reorganized Debtors obtain such financing, the Reorganized
Debtors may, but will not be obligated to, accelerate any of the
payments or obligations set forth in the Plan.
A full-text copy of the Joint Combined Plan of Reorganization and
Disclosure Statement, dated October 12, 2017 is available for free
at https://is.gd/Km68EW
Attorneys for the Debtors:
Thomas R. Morris, Esq.
Karin F. Avery, Esq.
SILVERMAN & MORRIS, P.L.L.C.
30500 Northwestern Highway, Suite 200
Farmington Hills, Michigan 48334
Phone: (248) 539-1330
Fax: (248) 539-1355
Email: morris@silvermanmorris.com
avery@silvermanmorris.com
About Hardrock HDD
Hardrock HDD, Inc., is a privately held utility contractor based in
Jackson, Michigan. Affiliates HardRock HDD, Inc. (Bankr. E.D. Mich.
Case No. 17-46425), Patrick Leasing, L.L.C. (Bankr. E.D. Mich. Case
No. 17-46440), and Patrick Horizontal Drilling, L.L.C. (Bankr. E.D.
Mich. Case No. 17-46446) filed for Chapter 11 bankruptcy protection
on April 28, 2017. The petitions were signed by Jeffery Patrick,
its authorized agent.
Judge Phillip J. Shefferly presides over the cases. Thomas R.
Morris, Esq., at Silverman & Morris, P.L.L.C., serves as the
Debtors' bankruptcy counsel.
HardRock HDD disclosed that it had estimated assets and liabilities
of $1 million to $10 million. Patrick Leasing had estimated assets
of less than $1 million and liabilities of $1 million to $10
million. Patrick Horizontal had estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
HARRINGTON & KING: Dec. 12 Inland Bank-Led Auction of All Assets
----------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized the bidding procedures of
Harrington & King Perforating Co., Inc., and Harrington & King
South, Inc., in connection with the sale of substantially all their
assets to Inland Bank and Trust for approximately $4,300,000 credit
bid, subject to overbid.
The Debtors are authorized, subject to the reasonable exercise of
their business judgment and consultation with Inland Bank and the
Committee, to designate a Qualified Bidder as the Stalking Horse
Bidder and to enter into a Stalking Horse Agreement with such
Qualified Bidder no later than Nov. 20, 2017, and to offer the
Stalking Horse Bidder (provided that the Stalking Horse Bidder is
not Inland Bank or an affiliate of Inland Bank, or an insider the
Debtors) the Break-Up Fee in an amount to be determined by the
Debtors, not to exceed 3% of the total purchase price offered by
the Stalking Horse Bidder in the Stalking Horse Agreement. With
respect to a Stalking Horse Bidder that is Inland Bank or an
affiliate of Inland Bank, such Stalking Horse Bidder will not be
entitled to a Break-Up Fee as part of its Bid Protections.
The Debtors are authorized, subject to the reasonable exercise of
their business judgment and consultation with Inland Bank, to award
any Stalking Horse Bidder, including Inland Bank or its designee,
initial overbid protection in the amount of $100,000.
If a Stalking Horse Bidder is designated on or before the Stalking
Horse Designation Deadline, the Debtors will file a notice of
designation of a Stalking Horse Bidder with the Court and serve the
notice on all creditors and the U.S. Trustee.
With respect to a Stalking Horse Bidder that is an insider of the
Debtors, the Debtors may file a motion on an expedited basis with
the Court for approval of granting Bid Protections to such Stalking
Horse Bidder.
The Debtors' obligation to pay the Break-Up Fee and the Expense
Reimbursement will survive the termination of the Stalking Horse
Agreement and will be payable only by the Debtors upon the closing
of a Sale for the Assets with a Successful Bidder other than the
Stalking Horse Bidder. Such Break-Up Fee is allowed as an
administrative expense priority claim pursuant to sections 503(b)
and 507(a) of the Bankruptcy Code in the amount of the Stalking
Horse Bidder's reasonable and documented fees and expenses,
including reasonable attorneys' fees, in connection with performing
diligence and formulating, negotiating, and finalizing its bid, but
not to exceed 3% of the total purchase price offered by the
Stalking Horse Bidder. The Break-Up fee will be paid from the sale
proceeds, after notice and documentation of the Stalking Horse
Bidder's reasonable fees and expense to the Debtors, inland Bank,
the Committee, and the U.S. Trustee.
These procedures will apply with respect to executory contracts
and/or unexpired leases that are proposed to be assumed and
assigned pursuant to the Purchase Agreement:
a. Any interested party seeking to object to the assumption
and assignment to any bidder, or to the validity of the cure cost
amount, if any, or to otherwise assert Cure Cost, must be filed not
later than the Bid Deadline.
b. An Assumption/Assignment Objection must set forth with
specificity any and all Cure Costs which such party asserts must be
cured or satisfied in connection with the assumption and assignment
of such Assumed Contract. An Assumption/ Assignment Objection will
set forth the cure amount that the objector asserts is due, the
specific types and dates of the alleged defaults, pecuniary losses
and conditions.
c. Unless an Assumption/Assignment Objection is filed and
served by the Assumption/Assignment Objection Deadline, all
interested parties who have received actual notice of these
procedures will be deemed to have waived and released any right to
assert a Cure cost and to have otherwise consented to the
assumption and assignment and will be forever barred and estopped
from asserting or claiming against the Debtors, the purchaser of
the Assets, or any other assignee of the relevant Assumed Contract
that any additional amounts are due or defaults exist, or
conditions to assignment must be satisfied, under such contract for
the period prior to the Closing Date.
d. Hearings with respect to any Assumption/Assignment
Objections may be held (i) at the Sale Hearing, or (ii) at such
other date as the Court may designate.
e. The Debtors will serve the Assumption Notice on all parties
to the Contracts.
The proposed form of Assumption and Assignment Notice attached is
approved, and the Debtors are authorized to serve it, and no other
notice is necessary or required with respect to the assumption and
assignment of the Contracts.
In the event the party who submits the highest and best bid for the
Assets fails to close on the sale through no fault of the Debtors,
such party's earnest money deposit will be forfeited to the
Debtors.
The Debtors' and the Stalking Horse Bidder's rights to the Deposit
will be governed by the Bidding Procedures Order. If the Stalking
Horse Agreement is terminated, the Deposit will be released to the
Stalking Horse Bidder or the Debtors in accordance with the terms
of the Stalking Horse Agreement and the Bidding Procedures Order
without further notice or order of the Court.
The salient terms of the Bidding procedures are:
a. Stalking Horse Bidder Designation Deadline: Nov. 20, 2017
b. Stalking Horse Bid Submission Deadline: Nov. 13, 2017 at
11:59 p.m. (CT)
c. Contract Cure Objection Deadline: No later than 4:00 p.m.
(CT) on the day that is 14 calendar days after the service of the
Cure and Possible Assumption and Assignment Notice
d. Bid Deadline: Dec. 11, 2017 at 11:59 p.m. (CT)
e. Purchase Price: Each Bid must clearly set forth the
purchase price to be paid in cash. The proposed purchase price
must exceed the Stalking Horse Bid, the $100,000 Overbid, plus the
Break-Up Fee, if applicable.
f. Deposit: 10% of the proposed purchase price
g. Auction: The Auction, if necessary, will be held at the
offices of Inland Bank's counsel, Locke Lord LLP, 111 South Wacker
Drive, Chicago, Illinois 60606 on Dec. 12, 2017 at 10:00 a.m. (CT)
h. Bid Increments: $100,000
i. Sale Objection Deadline: Dec. 13, 2017 at 4:00 p.m. (CT)
j. Sale Hearing: Dec. 14, 2017 at 10:00 a.m. (CT)
k. The sale is "as is, where is" and free and clear of liens,
claims, encumbrances, and other interests.
A copy of the Bidding Procedures and the Notice attached to the
Order is available for free at:
http://bankrupt.com/misc/Harrington_&_King_276_Order.pdf
About The Harrington & King
The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing. Most of the work
is done to customer specifications and consists of high value-added
jobs, not typical of most metal punching. The products are used
in
automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning and
grading, electronics and other fields.
Harrington & King Perforating Co. and Harrington & King South
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7, 2016. The
petitions were signed by Greg McCallister, chief restructuring
officer and chief operating officer. The cases are jointly
administered under Case No. 16-15650.
The Debtors each estimated assets and liabilities of $1 million to
$10 million.
The cases are assigned to Judge Deborah L. Thorne.
The Debtors engaged The Law Office of William J. Factor, Ltd., as
bankruptcy counsel. The Debtors tapped Ulmer & Berne LLP as
special counsel; Spiegel & Cahill, P.C., as special workers'
compensation counsel; Beacon Management Advisors LLC as financial
advisor; and Cushman & Wakefield of Illinois, Inc., as real estate
broker.
The official committee of unsecured creditors retained Goldstein &
McClintock LLLP as its legal counsel, and Conway MacKenzie, Inc.,
as its financial advisor.
* * *
On April 11, 2017, the Debtors filed a disclosure statement and
Chapter 11 plan of reorganization.
HARVEST OPERATIONS: S&P Affirms Then Withdraws 'CCC+' CCR
---------------------------------------------------------
S&P Global Ratings said it affirmed its 'CCC+' long-term corporate
credit rating on Harvest Operations Corp. The outlook is negative.
S&P Global Ratings subsequently withdrew the corporate credit
rating at the company's request.
S&P said, "At the time of the withdrawal, our rating on Harvest
reflected the 'ccc' stand-alone credit profile from the application
of our 'CCC' criteria in light of the company's constrained
liquidity position; and a one-notch uplift from our assessment of
Harvest as moderately strategic to parent Korea National Oil Corp.
(KNOC).
"Our 'AA' issue-level rating on the US$630 million senior notes due
2018, the US$195.8 million senior notes due April 2021, and the
US$285 million senior notes due 2022 is unchanged. The parental
guarantee from KNOC satisfies our criteria for credit substitution.
As such, we rate these issues at the same level as KNOC's existing
senior unsecured debt. These ratings remain in place."
HKD TREATMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: HKD Treatment Options, P.C.
21 George Street, 1st Flr
Lowell, MA 01852
Type of Business: HKD Treatment Options --
http://www.hkdtreatmentoptions.com--
provides behavioral health counseling and
treatment plans to help patients recover
from alcohol and drug addiction. The
Company's Alcohol Dependence program
provides a medically supervised process of
assisting patients safely go through alcohol
withdrawal. After the outpatient alcohol
detox is complete, patients have the choice
of receiving a medications to coincide with
counseling. The Company's Opioid Dependence
program offers the choice of either suboxone
or vivitrol for addictions to heroin or
prescription drugs. Both suboxone and
vivitrol have the best outcomes when used in
combination with counseling.
Chapter 11 Petition Date: October 20, 2017
Case No.: 17-41895
Court: United States Bankruptcy Court
District of Massachusetts (Worcester)
Judge: Hon. Elizabeth D. Katz
Debtor's Counsel: Richard A. Mestone, Esq.
MESTONE & ASSOCIATES LLC
65 Flagship Drive, Unit A
North Andover, MA 01845
Tel: (617) 381-6700
Fax: 978-655-4069
Email: richard.mestone@mestonehogan.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hung K. Do, president and director.
A full-text copy of the petition containing, along with a list of
20 largest unsecured creditors is available for free at
http://bankrupt.com/misc/mab17-41895.pdf
J.R. BOWLES: Taps Craig M. Geno as Bankruptcy Counsel
-----------------------------------------------------
J.R. Bowles Logging, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Alabama to hire Craig M. Geno
and the Law Office of Craig M. Geno, PLLC as attorneys.
Professional services to be rendered by Craig Geno are:
a. advise and consult with the Debtor regarding questions
arising from certain contract negotiations which will occur during
the operation of business by the Debtor;
b. evaluate and attack claims of various who may assert
security interests in the assets and who may seeks to disturb the
continued operation of the business;
c. appear in, prosecute, or defend suits and proceedings, and
to take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
d. represent the Debtor in court hearings and to assist in the
preparation of contracts, reports, accounts, petitions,
applications, orders and other papers and documents as may be
necessary in this proceeding;
e. advise and consult with the Debtor in connection with any
reorganization plan which may be proposed in this proceeding and
any matters concerning the Debtor which arise out of or follow the
acceptance or consummation of such reorganization or its rejection;
and
f. perform such other legal services on behalf of the Debtor
as they become necessary in this proceeding.
Hourly rates charged by the Firm, plus expenses, are:
Craig M. Geno $340
Associates $225
Paralegal/Legal Assistants $125
The Debtor paid CMG a retainer of $15,000 including a filing fee of
$1,171.00, to be applied to fees and expenses in this Case.
Craig M. Geno assures this Court that the his firm represents no
interest adverse to the Debtor or the estate.
CMG can be reached through:
Craig M. Geno, Esq.
Jarret P. Nichols, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
Email: cmgeno@cmgenolaw.com
jnichols@cmgenolaw.com
About J.R. Bowles Logging LLC
J.R. Bowles Logging, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-71473) on August 18,
2017. Newell & Holden LLC represents the Debtor as bankruptcy
counsel.
JARRETT HOUSE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Jarrett House, Inc.
P.O. Box 219
Dillsboro, NC 28725
Type of Business: The Jarrett House, Inc., is a privately held
company engaged in the real estate business.
The company is the fee simple owner of a hotel
and rental house located at 518 Haywood Road,
Sylva, Nc 28779 valued at $1.89 million.
Chapter 11 Petition Date: October 23, 2017
Case No.: 17-20099
Court: United States Bankruptcy Court
Western District of North Carolina (Bryson City)
Judge: Hon. George R. Hodges
Debtor's Counsel: Edward C. Hay, Jr., Esq.
PITTS, HAY & HUGENSCHMIDT, P.A.
14 Clayton Street
Asheville, NC 28801
Tel: (828) 255-8085
Fax: 828.251.2760
E-mail: ehay@phhlawfirm.com
firm@phhlawfirm.com
Total Assets: $2.79 million
Total Liabilities: $2.45 million
The petition was signed by Constantine Roumel, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ncwb17-20099_creditors.pdf
A full-text copy of the Chapter 11 petition is available for free
at:
http://bankrupt.com/misc/ncwb17-20099.pdf
JOHN Q. HAMMONS: Court OKs Estimation of JD Holdings' Claim
-----------------------------------------------------------
Debtors John Q. Hammons Fall 2006, LLC, et al., seek estimation of
the proofs of claim filed by Creditor J.D. Holdings, L.L.C., and
its affiliates and to establish an expedited procedure for the
estimation process.
Bankruptcy Judge Robert D. Berger first finds that estimation is
appropriate under both 11 U.S.C. section 502(c)(1) and (c)(2). The
Court therefore grants Debtors' motion, in part, and will estimate
the claims of J.D. Holdings and its affiliates. The Court will not
adopt Debtors' proposed expedited schedule, however, and will
instead require the parties to meet and confer to generate mutually
agreeable procedures for moving forward.
J.D. Holdings argues that estimation would detrimentally alter its
due process rights, because Federal Rules of Bankruptcy Procedure
3007(b) and 7001 require a full adversary proceeding if Debtors
wish to challenge the validity of J.D. Holdings' property
interests. These Rules require parties objecting to an allowance of
a claim, who also seek to determine the "validity, priority, or
extent of a lien or other interest in property," to do so via an
adversary proceeding. The Committee Notes to Rule 3007 make clear,
however, that the change to the Rule to require this procedure was
to foreclose "unfair surprise" and to put the party "on notice of
the potential for an affirmative recovery." Clearly, J.D. Holdings
has been on notice of every step of Debtors' bankruptcy, and this
Court will ensure its due process rights are protected. The
statutory estimation process under section 502(c) will not run
afoul of these Rules.
The Debtors propose a sixty-day discovery period, and a two-day
estimation trial. J.D. Holdings seeks a far longer discovery
period. The Court orders the parties to meet, confer and propose a
joint procedure. Neither party knows what the other side needs to
prepare for trial, and the Court certainly does not. As the Court
noted in the background recitation, there are both new and old
issues at play. The parties must recognize this when proposing
procedures and only propose additional discovery that is truly
necessary to update or address specific new issues. It is more
effective for the parties to jointly propose an estimation process
than for the Court to make up its own out of whole cloth. The
parties are, therefore, ordered to meet and thereafter propose an
agreed procedure within seven days. If the parties cannot agree, in
whole or in part, then they shall file their respective proposals
within five days thereafter. The parties are cautioned that the
Court may adopt one of the submissions in toto.
The bankruptcy case is in re: John Q. Hammons Fall 2006, LLC, et
al., Chapter 11, Debtors, Case No. 16-21142, Jointly Administered (
Bankr. D. Kan.).
A full-text copy of Judge Berger's Order dated Oct. 13, 2017, is
available at https://is.gd/7xElqg from Leagle.com.
John Q. Hammons Fall 2006, LLC, Debtor, represented by Mark S.
Carder -- mark.carder@stinson.com -- Stinson Leonard Street LLP,
Mark A. Shaiken -- mark.shaiken@stinson.com -- Stinson Leonard
Street LLP, Bruce E. Strauss, Merrick, Baker, & Strauss, P.C.,
Patrick R. Turner -- patrick.turner@stinson.com -- Misty C. Watt --
misty.watt@stinson.com -- Stinson Leonard Street LLP, Victor F.
Weber, Merrick Baker and Strauss PC & Nicholas J. Zluticky --
Nicholas.zluticky@stinson.com -- Stinson Leonard Street LLP.
About John Q. Hammons Fall 2006
Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) --
http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016. The petitions were signed by Greggory
D. Groves, vice president.
At the time of filing, the Debtors estimated assets at $100 million
to $500 million and liabilities at $100 million to $500 million.
The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP. The Debtors' conflicts counsel is Victor F. Weber,
Esq., at Merrick Baker and Strauss PC.
The Debtors engaged BMC Group, Inc., as their notice, claims, and
balloting agent; and Alvarez & Marsal Valuation Services, LLC as
appraiser.
U.S. Trustee, U.S. Trustee, represented by Bonnie N. Hackler, U.S.
Department of Justice--U. S. Trustee & Jordan M. Sickman, Office of
U.S. Trustee.
JOSE MARCOS MONTALVO: A. Vela, et al., Lose Summary Judgment Bids
-----------------------------------------------------------------
In the case captioned JOSE MARCOS MONTALVO, Plaintiff, v. ADOLFO
VELA, et al., Defendants, Adversary No. 16-7010 (Bankr. S.D. Tex.),
Bankruptcy Judge Eduardo V. Rodriguez denied Defendants' multiple
motions for summary judgment.
Here, whether intentional or by mistake, Defendants have filed
multiple motions for summary judgment despite a prior ruling on
summary judgment motions. The issue before the Court is whether
Defendants should be allowed to take a second bite at the apple: to
wit, whether this Court should consider Defendants' pending motions
for summary judgment in light of the Court's prior ruling granting
in part and denying in part Defendants' previous motions for
summary judgment. Accordingly, the Court must determine whether
Defendants' pending summary judgment motions are barred by res
judicata or should be considered on the merits.
At the May 18, 2017 hearing, Defendants stated that they
misunderstood the Court's Order dismissing a variety of counts from
Plaintiff's complaint to be a ruling on the Original Motions. The
Court's Order explicitly states that the Original Motions were
granted in part and denied in part. Ignorance of this Court's
orders is not a defense against res judicata. Additionally,
Defendants argued that Plaintiff's amendments to his complaint
provided Defendants with another opportunity to seek summary
judgment. Although Plaintiff has amended his complaint multiple
times since this Court ruled on the Original Motions, the claims
Plaintiff makes against Defendants have remained the same, except
for the dismissed counts based on this Court's ruling.
At the hearing on the Pending Motions, Defendants also contended
that Plaintiff's new argument regarding the "discovery rule" does
not overcome his claims being barred by the statute of limitations.
The timing of Defendants' argument is misplaced. The applicability
of the "discovery rule" to the statute of limitations on
Plaintiff's claims will be an issue at trial because this Court
already determined whether Defendants were entitled to summary
judgment on any claims based on, inter alia, the statute of
limitations. Accordingly, this Court finds that the same cause of
action is involved in the Pending Motions as in the Original
Motions, thereby satisfying the fourth prong of the res judicata
test. Therefore, the Court finds that the Pending Motions are
barred by res judicata and cannot be considered on the merits.
Regardless of the reasoning behind the Pending Motions, the Court
is bound by its Order on the Original Motions. Defendants cannot
have a second bite at the apple.
The bankruptcy case is in re: JOSE MARCOS MONTALVO; dba MONTALVO
ROOFING AND CONSTRUCTION; dba MONTALVO ROOFING; dba MONTALVO
ENTERPRISES LLC, Chapter 11, Debtor, Case No. 16-70186 (Bankr. S.D.
Tex.).
A full-text copy of Judge Rodriguez's Memorandum Opinion dated Oct.
13, 2017, is available at https://is.gd/ddG7YK from Leagle.com.
Jose Marcos Montalvo, Debtor, represented by Antonio Martinez, Jr.,
Attorney at Law.
US Trustee, U.S. Trustee, represented by Stephen Douglas Statham --
stephen.statham@usdoj.gov -- Office of US Trustee.
JOURNAL-CHRONICLE: Case Summary & 12 Unsecured Creditors
--------------------------------------------------------
Debtor: Journal-Chronicle Company
dba J-C Press
785 24th Avenue SW
Owatonna, MN 55060
Type of Business: Journal-Chronicle Company, a Minnesota
corporation, provides offset, digital and wide-
format printing services. The Company also
offers mailing, fulfillment and marketing
support to its clients. J-C Press works with
UPS, FedEx, USPS and a variety of other carriers
to make sure customers get the products on time.
The company ships to all 50 states and across
the globe.
Web site at http://www.j-cpress.com/services
Chapter 11 Petition Date: October 23, 2017
Case No.: 17-33322
Court: United States Bankruptcy Court
District of Minnesota (St Paul)
Judge: Hon. William J Fisher
Debtor's Counsel: Thomas Flynn, Esq.
LARKIN HOFFMAN DALY & LINDGREN LTD.
8300 Norman Center Dr, Suite 1000
Bloomington, MN 55437
Tel: 952-896-3362
E-mail: tflynn@larkinhoffman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patrick J. McDermott, president.
A full-text copy of the petition, along with a list of 12 unsecured
creditors is available for free at
http://bankrupt.com/misc/mnb17-33322.pdf
JULIAN DEPOT: Case Summary & 4 Creditors
----------------------------------------
Debtor: Julian Depot Miami LLC
3704 Parsons Boulevard
Flushing, NY 11354-5836
Type of Business: Julian Depot Miami LLC is a New York based
Florida limited liability company, with its
business offices located in Queens, New York.
The Debtor is a real estate company which owns a
commercial property located at 13895 SW 28th
Street, Homestead, FL. The Property is subject
to a ground lease dated Dec. 20, 2016, with Home
Depot USA, Inc., as tenant. The Debtor
purchased the Property in 2012. The Debtor's
principals are affiliated with the prior Chapter
11 case of HS 45 John LLC (Bankr. S.D.N.Y. Case
No. 15-10368). The Debtor has only one secured
creditor, U.S. Bank, which holds a first
mortgage in the principal amount of
approximately $13,200,000.
Chapter 11 Petition Date: October 23, 2017
Case No.: 17-12973
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Ted J. Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-221-5700
Fax: 212-422-6836
E-mail: TDonovan@GWFGlaw.com
- and -
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
E-mail: knash@gwfglaw.com
Total Assets: $17.55 million
Total Debts: $13.22 million
The petition was signed by David L. Smith, manager. A full-text
copy of the petition is available for free at:
http://bankrupt.com/misc/nysb17-12973.pdf
Debtor's List of Four Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Home Depot U.S.C. Inc. $0
Integra Realty Resources $3,500
Marc Birnbaum, Esq. Legal $2,500
Waldman Barnett, P.L. Legal $22,339
KENNEDY-WILSON HOLDINGS: S&P Raises CCR to 'BB+', Outlook Stable
----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Kennedy-Wilson Holdings Inc. to 'BB+' from 'BB-' and removed the
rating from CreditWatch, where S&P placed it with positive
implications on April 25. The rating outlook is stable.
S&P said, "At the same time, we raised our issue ratings on
subsidiary Kennedy-Wilson Inc.’s (KW) unsecured notes to 'BB'
from 'BB-' and assigned a '5' recovery rating, reflecting our
expectation for modest recovery (10%-30%; rounded estimate: 10%) in
the event of a default. We also removed the issue ratings from
CreditWatch positive.
"Our two-notch upgrade of KWH follows the company's announcement
that it would acquire the 76% of Kennedy-Wilson Europe PLC (KWE)
that it did not previously own and reflects our view of its
strengthened business risk profile pro forma for the acquisition.
The acquisition accelerates KWH's transition to a more focused real
estate operator (rather than an investment management company),
significantly broadens the company's predictable recurring rental
revenue, and reduces its reliance on capital gains. We expect
strengthening cash flows, together with proceeds from asset sales,
will support KWH's growth strategy and gradual deleveraging over
time. Still, we expect adjusted debt to EBITDA to remain in the
10.0x area over the next two years while fixed-charge coverage
(FCC) will be sustained at 2.0x, favored by low funding cost in
Europe. The stable outlook incorporates our expectation for KWH's
real estate platform to continue to generate healthy operating
performance with low- to mid-single-digit percentage net operating
income (NOI) growth, driven by high occupancy rates (above 90%) and
rental rate improvements across the portfolio.
"The stable outlook reflects our view that following the close of
the acquisition, KWH's operating cash flows will strengthen and
show further stability as rental income will be the major revenue
component while reliance on capital gains reduces. We expect cash
flows, together with proceeds from asset sales, will support KWH's
growth strategy and gradual deleveraging over time. Still, we
expect adjusted debt to EBITDA to remain above 9.5x over the next
two years, but FCC will remain at 2.0x, favored by low funding cost
in Europe. The outlook also incorporates our expectation for KWH's
real estate platform to continue to generate healthy operating
performance with low- to mid-single-digit NOI growth, driven by
high occupancy rates (above 90%) and rental rate improvement across
the portfolio.
"We could lower the corporate credit rating if KWH makes a large
debt-financed acquisition or if EBITDA declines as a result of
significantly lower gains on asset sales or the company's inability
to raise rents. Debt to EBITDA above 13x or FCC below 1.7x, on a
sustained basis, could result in a downgrade.
"We believe an upgrade is unlikely over the next two to three
years. Longer term, we could raise the rating if the company's
credit metrics improve such that debt to EBITDA approaches 7.5x and
FCC rises above 2.1x on a sustained basis. This could result from
by a strong execution of the company's development strategy or if
the company adopts a more conservative financial policy and
demonstrates a willingness to reduce debt."
KEVIN J BRYSON: Hires Genova & Malin as Bankruptcy Counsel
----------------------------------------------------------
Kevin J. Bryson, DDS, P.C. d/b/a Towne Square Dental seeks
authority from the U.S. Bankruptcy Court for the Southern District
of New York, Poughkeepsie Division, to hire Genova & Malin as
attorneys.
The professional services Genova & Malin will render are:
a. give the Debtor legal advice with respect to its
powers and duties in its financial situation and
management of the property of the Debtor;
b. take necessary action to void liens against the Debtor's
property;
c. prepare, on behalf of the Debtor, necessary petitions,
schedules, orders, pleadings and other legal papers; and
d. perform all other legal services for the Debtor as may
be necessary.
Michelle L. Trier, partner in the law firm of Genova & Malin,
assures the Court that her firm is a disinterested person within
the meaning of 11 U.S.C. Sec. 101(14).
The Firm can be reached through:
Andrea B. Malin, Esq.
Michelle L. Trier, Esq.
GENOVA & MALIN
1136 Route 9
Wappingers Falls, NY 12590
Phone: (845) 298-1600
About Kevin J. Bryson, DDS, P.C.
d/b/a Towne Square Dental
Kevin J. Bryson, DDS, P.C. d/b/a Towne Square Dental filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-36745) on October
16, 2017. Andrea B. Malin, Esq. and Michelle L. Trier, Esq. at
Genova & Malin represent the Debtor as attorneys.
KMG CHEMICALS: Moody's Hikes CFR to B1 Following Equity Offering
----------------------------------------------------------------
Moody's Investors Service upgraded all long-term ratings for KMG
Chemicals, Inc., including the Corporate Family Rating ("CFR") to
B1 from B2 and the senior secured ratings to B1 from B2, following
an equity offering that will enable the company to significantly
improve key credit metrics.
"Management has followed through with its commitment to delever,
improving significantly the company's credit quality and driving an
upgrade in the long-term credit ratings," said Ben Nelson, Moody's
Vice President -- Senior Credit Officer and lead analyst for KMG
Chemicals, Inc.
Upgrades:
Issuer: KMG Chemicals, Inc.
-- Corporate Family Rating, Upgraded to B1 from B2
-- Probability of Default Rating, Upgraded to B1-PD from B2-PD
-- Senior Secured Revolving Credit Facility, Upgraded to B1
(LGD3) from B2 (LGD3)
-- Senior Secured Term Loan, Upgraded to B1 (LGD3) from B2 (LGD3)
Affirmations:
-- Issuer: KMG Chemicals, Inc.
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
Outlook Actions:
Issuer: KMG Chemicals, Inc.
-- Outlook, Stable
RATINGS RATIONALE
Moody's upgraded the ratings based on expectations for sustained
reduction in pro forma adjusted financial leverage below 5 times
(Debt/EBITDA), retained cash flow-to-debt above 10% (RCF/Debt), and
adherence to conservative financial policies for the rating
category, including a medium-term leverage target of 3.5x. Moody's
expects that deployment of substantially all net proceeds of the
equity offering will cause adjusted financial leverage to fall to
the mid-to-high 3 times from mid-5 times on a pro forma basis for
the twelve months ended July 31, 2017 (including Moody's standard
analytical adjustments). Moody's expects net proceeds of $176
million following KMG's announcement that it launched an upsized
underwritten public offering of 3.0 million shares of its common
stock, with an option for an additional 0.5 million shares. While
management had made clear public statements about a potential
equity offering concurrent with initial rating assignment in
connection with the acquisition of FlowChem in May 2017, the
initial B2 CFR did not incorporate the potential benefits, given
the uncertainties associated with equity offerings, other than to
note that improvement in the ratings could occur more quickly than
most similarly-rated peers in the chemical industry.
The B1 CFR is constrained by moderate financial leverage, modest
organic growth prospects, and an acquisition-driven growth
strategy. KMG has developed a good track record buying and selling
chemical businesses over the past twenty years with an emphasis on
mature, niche products. The current portfolio includes businesses
in three categories: electronic chemicals, industrial lubricants,
and wood treating chemicals. KMG's products represent a small
percentage of customers' costs, which has helped the company expand
profitability, and low capital intensity helps it generate solid
cash flow. The rating also benefits from the company's successful
track record integrating acquisitions and incorporates tolerance
for continued acquisition activity within an overall trajectory of
modest deleveraging in the medium term.
The stable outlook assumes that the company will maintain adjusted
financial leverage comfortably below 5 times (Debt/EBITDA) over the
rating horizon, generate positive free cash flow, and maintain a
good liquidity position. Moody's could upgrade the rating with
expectations for adjusted financial leverage sustained below 3.5
times, retained cash flow-to-debt sustained above 15% (RCF/Debt),
and some modification to the company's approach to making
acquisitions, including more clarity about its willingness to
increase leverage beyond its medium-term target to fund strategic
acquisitions like Flowchem. Moody's could downgrade the rating with
expectations for adjusted financial leverage above 5 times,
retained cash flow-to-debt below 10%, lack of free cash flow, or
substantive deterioration in liquidity.
KMG Chemicals, Inc., through its subsidiaries, produces and
distributes specialty chemicals -- including electronic chemicals,
wood treating chemicals, and industrial lubricants. Flowchem
produces drag-reducing agents, related support services, and
equipment to midstream crude oil and refined fuel pipeline
operators.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
KMG CHEMICALS: S&P Raises CCR to 'B+' Amid Equity Offering
----------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Texas-based KMG Chemicals Inc. to 'B+' from 'B'. The outlook is
positive.
S&P said, "At the same time, we raised our issue-level ratings on
the company's first-lien senior secured credit facility to 'BB'
(two notches above the corporate credit rating) from 'B+'. We
revised the recovery rating to '1' from '2', indicating a very high
(90%-100%; rounded estimate: 95%) recovery in the event of payment
default.
"The upgrade reflects our expectation that KMG will operate with
lower leverage going forward, given that it is using proceeds from
the recent equity offering to prepay approximately $176 million of
the company's term loan B. Additionally, given the lower debt
levels, the company debt service costs have improved, which will
lead to higher free cash flow generation. After the prepayment,
KMGs book debt is being reduced by over 30%. Pro forma for the
transaction, we expect debt to EBITDA on a weighted-average basis
to be between 3x and 3.5x and we expect funds from operations (FFO)
to debt to be modestly above 20%. This is a significant improvement
in the company's credit measures, which prior to the equity
offering had debt to EBITDA of greater than 5x and FFO to debt of
less than 12%. We expect that, given the company's publically state
net leverage target of 3.5x, KMG will continue to operate at these
lower leverage levels and continue to prioritize free cash flow
toward reducing debt.
"The positive outlook reflects our expectations that KMG's
operating performance will continue to improve over the next 12
months, supported by favorable long-term demand trends, such as the
global semiconductor industry, which we expect to grow at around 5%
annually through 2019. In addition, the continued integration of
Flowchem should lead to future improvement in profitability. We
expect KMG will continue to pay down debt using free cash flow
generated. We expect KMG leverage metrics to continue to improve,
with FFO to debt remaining above 20%.
"We could raise our ratings on KMG over the next 12 months if the
company's operating performance is stronger than we expect, such
that pro forma debt leverage is sustained at levels between 3x and
3.5x and FFO to debt is around 25% on a weighted-average basis.
This could occur if KMG is able to achieve higher-than-forecasted
synergies from its Flowchem acquisition and if demand for its
electronic chemicals and DRA business outpaces our expectations. In
this upside scenario, we believe EBITDA margins could improve by
500 basis points (bps). We could consider an upgrade if the company
issues additional equity and uses proceeds to pay down debt
further.
"We could consider a negative rating action within the next 12
months, if KMG has weaker-than-expected end-market demand caused by
the lack of capital spending on pipelines or if process steps in
technology chips decreases. In a downside scenario, we would expect
that pro forma leverage measures would deteriorate with
weighted-average debt to EBITDA rising above 5x and
weighted-average FFO/debt dropping below 20%. This could occur if
profitability weakens 500 bps or more compared with our
expectations due to loss of a key customer or end market weakness.
We could also consider a downgrade if the company encounters
difficulties integrating the sizable acquisition of Flowchem or if
liquidity materially deteriorates, such that free cash flow turns
negative and liquidity sources over uses drops to less than 1.2x."
KNIGHT ENERGY: Latest Plan Increases Unsecureds' Recovery to 17.4%
------------------------------------------------------------------
Knight Energy Holdings, LLC, and affiliates filed with the U.S.
Bankruptcy Court for the Western District of Louisiana their latest
disclosure statement for their joint chapter 11 plan of
reorganization dated Oct. 17, 2017.
The latest plan provides that each holder of an Allowed General
Unsecured Claim will receive their pro rata share from the General
Unsecured Claims Fund of $2.6 million minus the aggregate amounts
paid to holders of Unsecured Convenience Class Claims and certain
expenses to be incurred in the resolution of Claims. The Holders of
the Senior Credit Facility Deficiency Claim will forego their right
to receive any recovery from the General Unsecured Claims Fund on
account of their Senior Credit Facility Deficiency Claim, and the
Senior Credit Facility Deficiency Claim shall be excluded from the
calculation of the pro rata recoveries of the other holders of
General Unsecured Claims from the General Unsecured Claims Fund.
For the avoidance of doubt, the Senior Credit Facility Deficiency
Claim shall be classified as a General Unsecured Claim and the
Holders thereof shall be permitted to vote such Claims to accept or
reject the Plan. Estimated recovery for this class is now 17.4%.
The Troubled Company Reporter previously reported that each holder
of an Allowed General Unsecured Claim will receive their pro rata
share from the $1,000,000 General Unsecured Claims Fund; provided,
however that if the Holders of the General Unsecured Claims vote as
a class to confirm the Plan, then the Holders of the Senior Credit
Facility Deficiency Claim will forego their right to receive any
recovery from the General Unsecured Claims Fund on account of their
Senior Credit Facility Deficiency Claim, and the Senior Credit
Facility Deficiency Claim will be excluded from the calculation of
the pro rata recoveries of the other holders of General Unsecured
Claims from the General Unsecured Claims Fund. For the avoidance of
doubt, the Senior Credit Facility Deficiency Claim will be
classified as a General Unsecured Claim and the Holders thereof
will be permitted to vote such Claims to accept or reject the Plan.
Estimated recovery for the general unsecured claimants is up to
10%.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/lawb17-51014-418.pdf
About Knight Energy Holdings
Knight Energy Holdings, LLC, supplies rental equipment and services
for drilling, completion and well control activities, serving a
diverse base of oil and gas operators. Knight is a multi-basin
service provider with operations in nine states. Its services are
available to clients in the United States, including the Permian,
Eagle Ford, San Juan, Bakken, Cotton Valley, DJ, Haynesville,
Alaska, and the Gulf Coast. In the past, Knight Energy also
provided services internationally in Norway, the Netherlands, Iraq,
UAE, Australia, and Colombia. There are presently no international
operations. Knight Energy currently employs approximately 330
employees spread throughout the 18 active locations.
Knight Energy Holdings, LLC, formerly Knight Oil Tools, LLC and its
affiliates filed Chapter 11 petitions (Bankr. W.D. La. Lead Case
No. 17-51014) on Aug. 8, 2017. The petitions were signed by Kelley
Knight Sobiesk, member, director.
At the time of filing, Knight Energy Holdings had $50 million to
$100 million in estimated assets and $100 million to $500 million
in estimated liabilities.
The cases are assigned to Judge Robert Summerhays.
Heller, Draper, Patrick, Horn & Dabney, L.L.C., serves as
bankruptcy counsel to the Debtors while Opportune, LLP, serves as
their crisis manager. Donlin, Recano & Company, Inc., is the
claims, noticing and solicitation agent.
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on Aug. 24
appointed two creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Knight Energy
Holdings, LLC, and its debtor affiliates.
LANDMARK HOSPITALITY: December 6 Plan Confirmation Hearing
----------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona approved Landmark Hospitality, LLC's second
amended disclosure statement referring to its Chapter 11 Plan.
The hearing to consider the confirmation of the Fourth Amended Plan
will be held on December 6, 2017 at 10:00 a.m. The last day for
filing and serving written objections to the confirmation of the
Plan is fixed at five business days prior to the hearing date set
for confirmation of the Plan.
The last day for filing with the Court written acceptances or
rejections of the Plan is fixed at five business days prior to the
hearing date set for confirmation of the Plan. Ballots are required
to be mailed to the proponent of the plan in care of:
Eric Slocum Sparks, Esq.
3505 North Campbell Avenue, #501
Tucson, Arizona 85719
The written report by proponent, as required by Local Bankruptcy
Rule 3018, is required to be filed three business days prior to the
hearing date set for the confirmation of the Plan.
About Landmark Hospitality
Landmark Hospitality, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Arizona (Tucson) (Case No. 16-02826) on March 21, 2016.
The petition was signed by Jyotindra Patel, member. The case is
assigned to Judge Brenda Moody Whinery.
The Debtor is represented by Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC.
The Debtor disclosed total assets of $2.78 million and total debts
of $3.75 million.
No official committee of unsecured creditors has been appointed.
LD INTERMEDIATE: S&P Cuts CCR to B- on Weak Operating Performance
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on McLean,
Va.-based LD Intermediate Holdings Inc. to 'B-' from 'B'. The
outlook is negative.
S&P said, "At the same time, we lowered the issue-level rating on
the company's first-lien debt to 'B' from 'B+'. The recovery rating
remains '2', indicating our expectation of substantial recovery
(70%-90%; rounded estimate: 70%) in the event of a payment
default.
"In addition, we lowered the issue-level rating on LDI's
second-lien debt to 'CCC' from 'CCC+'. The recovery rating remains
'6', indicating our expectation of negligible recovery (0%-10%;
rounded estimate: 5%) in the event of a payment default.
"The ratings actions reflect LDI's high adjusted leverage above 9x,
weakening liquidity position, our expectation that operating
weakness will continue at least through the second half of 2017,
and management turnover.
"The negative outlook reflects LDI's weakening liquidity, recent
weak operating performance, and management turnover. Over the next
12 months, we expect low-single-digit percentage organic revenue
growth, moderate margin expansion through labor and capex
synergies, and flat to slightly positive FOCF. We anticipate
adjusted leverage around 8x over the next 12 months as the company
modestly deleverages through required amortization payments and
EBITDA growth.
"We could consider a downgrade over the next 12 months if weak
operating performance results in negative FOCF such that the
company is forced to meaningfully draw on its revolving credit
facilities, and total liquidity is sustained below $20 million or
if we consider the capital structure to be unsustainable. This
would most likely result from continuing declines in the legal
technology segment, the loss of customers, and further
deterioration of margins.
"Over the next 12 months, we could revise the outlook to stable if
LDI is able to grow revenue organically and deleverage below 8x on
a sustained basis, while generating positive FOCF. This would occur
because of the realization of synergies and paydown of debt through
required amortization payments and cash flow."
LEGACY TRANSPORTATION: Hires Baptist Law Firm as Attorney
---------------------------------------------------------
Legacy Transportation Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Mississippi to hire the Baptist
Law Firm, PLLC as Chapter 11 counsel.
The professional services the Baptist Law Firm will render are:
a. advise and consult with the Debtor-in-possession
regarding questions arising from certain contract
negotiations which will occur during the operation of
business by the Debtor-in-possession;
b. evaluate and attack claims of various creditors who
may assert security interests in the assets and who
may seek to disturb the continued operation of the
business;
c. appear in, prosecute, or defend suits and proceedings,
and to take all necessary and proper steps and other
matters and things involved in or connected with the
affairs of the estate of the Debtor;
d. represent the Debtor in court hearings and to assist
in the preparation of contracts, reports, accounts,
petitions, applications, orders and other papers and
documents as may be necessary in this proceeding;
e. advise and consult with Debtor in connection with any
reorganization plan which may be proposed in this
proceeding and any matters concerning Debtor which arise
out of or follow the acceptance or consummation of such
reorganization or its rejection; and
f. perform such other legal services on behalf of Debtor
as they become necessary in this proceeding.
Hourly rates Baptist Law Firm will charge are:
Gwendolyn Baptist Rucker $250.00
Paralegals/Legal Assistants $85.00
Gwendolyn Baptist Rucker attests that she represents no interest
adverse to the Debtor or the estate and matters upon which she is
to be engaged and her employment would be in the best interest of
this estate.
The Firm can be reached through:
Gwendolyn Baptist-Rucker, Esq.
THE BAPTIST LAW FIRM, PLLC
1305 Church Road East, PO Box 312
Southaven, MS 38671
Tel: (662) 349-9179
About Legacy Transportation
Legacy Transportation filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 17-13385) on September 11, 2017, listing under $1
million in both assets and liabilities.
Judge Jason D. Woodard presides over the case. Gwendolyn
Baptist-Rucker at The Baptist Law Firm, PLLC represents the Debtor
as counsel.
At the time of filing, the Debtor estimated its assets and
liabilities below $1 million.
M & G POLYMERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: M & G Polymers USA, LLC
aka M&G Polymers USA, LLC
State Route 2
Apple Grove, WV 25502
Type of Business: M&G Chemicals is a group of companies focused on
the production of PET resins and engineering for
the construction of plants in several
industries. The Group of companies controlled
by M&G Chemicals is composed of the following:
M&G Polymers USA and M&G Resins USA; M&G
Polimeros Mexico; M&G Poliester S.A. and M&G
Polimeros Brasil; Chemtex USA; Chemtex China;
and Chemtex India.
The Company employs more than 900 individuals in
14 locations in six countries around the world.
In 2013 M&G Chemicals posted an annual revenue
of EUR1.675 billion. M&G Chemicals has
manufacturing locations in Brazil, Mexico and
the USA. Through its engineering division
Chemtex, M&G Chemicals provides technological
development, research and engineering services
for the construction of plants for customers in
the polyester chain (including PET, polyester
fibre and PTA production) and liquefied natural
gas industries. These activities are also aimed
at enabling the production of PET resin made
entirely from renewable sources.
M&G Chemicals is an affiliated entity with the
Mossi Ghisolfi Group. M & G Resins USA, LLC,
owns 100% of the stock of M & G Polymers.
Web site: www.mg-chemicals.com
Chapter 11 Petition Date: October 24, 2017
Case No.: 17-12268
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Brendan Linehan Shannon
Debtor's Counsel: Laura Davis Jones, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
Wilmington, DE 19801
Tel: 302 652-4100
Fax: 302-652-4400
E-mail: ljones@pszjlaw.com
- and -
JONES DAY
Debtor's
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtor's
Investment
Banker: ROTHSCHILD INC.
Debtor's
Claims,
Noticing &
Solicitation
Agent: PRIME CLERK LLC
Estimated Assets: $500 million to $1 billion
Estimated Debts: $100 million to $500 million
The petition was signed by Dennis Stogsdill, chief restructuring
officer. A full-text copy of the petition is available for free
at:
http://bankrupt.com/misc/deb17-12268.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Indorama Ventures Trade Debt $56,696,444
10200, Rue Sherbrooke Est
Montreal, QC H1B 1B4
Attn: Stephane Pageau
Tel: +1 514 645 7887
Email: stephane.pageau@ca.indorama.net
Shell Chemical LP Trade Debt $19,983,563
910 Louisiana
Houston, TX 77002
Attn: Dean Hager
Tel: +1 713 241 1666
Email: dean.hager@shell.com
Unicredit S.p.A. Letters of Credit Est. $15.7M
Piazza Gae Aulenti, 4 - Unicredit
Tower C
Milano, MI 20154
Attn: Giuseppe Angelo Bacchi
Tel: +39 02 88621651
Email: GiuseppeAngelo.Bacchi@unicredit.eu
Banca Monte dei Paschi di Siena SpA, Bank Loan $10,000,000
New York Branch
55 East 59th Street
New York, NY 10022
Attn: Nicolas Kanaris
Tel: +1 212 8913600
Email: nicolas.kanaris@banca.mps.it
Eastman Chemical Company Trade Debt $1,190,484
SN 200 South Wilcox Drive
Kingsport, TN 37660
Attn: Pat Ryder
Tel: +1 423 229 1975
Email: pryder@eastman.com
Pension Benefit Guaranty Corp. Pension Estimated at
1200 K Street NW $630,536
Washington, DC 20005-4026
Tel: +1 800 736 2444
AEP American Electric Power Utility $554,768
PO Box 24415
Canton, OH 44701-4415
Tel: +1 888 710 4237
CSX Transportation Trade Debt $270,106
PO Box 640839
Pittsburgh, PA 15264-0839
Tel: +1 877 744 7279
Email: Hema_Desai@csx.com
Air Products & Chemicals Inc. Trade Debt $249,916
Email: Payinfo@airproducts.com
Mitsubishi Gas Chemical America Inc. Trade Debt $242,654
Email: takahashi@mgc-a.com
J&J General Maintenance Inc. Trade Debt $204,583
Email: jfields@jjgmi.com
Campine N.V. Trade Debt $202,671
Email: Frederick.Dockx@Campine.be
Direct Energy Business Utility $199,257
Union Pacific Railroad Company Trade Debt $197,737
Email: racash@up.com
Pegasus Inc. Trade Debt $171,408
Attn: Donna.baker@pfsiglobal.com
Norfolk Southern Railway Company Trade Debt $129,587
Email: cashappi@nscorp.com
Treasurer of State of Ohio Tax Estimated
at $59,761
Custom Commodities Inc. Trade Debt $56,892
Email: msmith@customcommodities.com
Bulkmatic Transport Company Trade Debt $54,703
Email: mwandersce@bulkmatic.com
A&R Transport Inc. Trade Debt $52,782
Email: jrogacova@artransport.com
MAC ACQUISITION: Oct. 30 Meeting Set to Form Creditors' Panel
-------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on Oct. 30, 2017, at 1:00 p.m. in the
bankruptcy case of Mac Acquisition LLC, et al..
The meeting will be held at:
The Doubletree Hotel
700 King Street
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Mac Acquisition LLC
Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ --
operate full-service casual dining restaurants under the trade
name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company
operates 93 company-owned restaurants located in 23 states, with a
workforce of approximately 4,600 employees. Non-debtor affiliate
RMG Development franchises an additional 23 restaurants in
Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain,
Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi
Arabia.
During 2016, Mac Acquisition and RMG generated gross revenues
through restaurant sales and franchisee payments of approximately
$230 million.
On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224).
Mac Acquisition's estimated assets of $10 million to $50 million
and debt at $50 million to $100 million.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as
general bankruptcy counsel; Mackinac Partners, LLC, and financial
advisor. Donlin, Recano & Company, Inc., is the claims agent, and
maintains the Web site at https://www.donlinrecano.com/mg
MARISA'S RISTORANTE: Hires Mark M. Kratter Law as Attorney
----------------------------------------------------------
Marisa's Ristorante, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Connecticut, Bridgeport Division, to
employ Mark M. Kratter of the Law Offices of Mark M. Kratter, LLC,
as attorney.
The professional services that Mark M. Kratter is to render are:
(a) give legal advice with respect to the Debtor's powers and
duties as debtors-in-possession in the continued management of its
property;
(b) prepare, on behalf of the Debtor as debtor-in-possession,
disclosure statement, answers, orders, reports, plan and other
legal papers; and
(c) perform all other legal services for the Debtor as
debtor-in-possession which may be necessary, including the
preparation and filing of modified plans, and it is necessary for
the Debtor as debtor-in-possession to employ an attorney for such
professional services.
The Law Offices of Mark M. Kratter, LLC has been paid a retainer of
$3,500 by Attilio Marini, which was used up pre-petition. The
Debtor has agreed to pay attorney's fees at $350.00 per hour.
Mark M. Kratter, owner of the law firm of Mark M. Kratter, LLC,
attests that neither he nor any shareholder or employee of his firm
has any connection to the Debtor, the Debtor's creditors, the
Office of the United States Trustee, or any other party in
interest, and he represents no interest adverse to the Debtor or
its estate and is disinterested as that term is defined by section
101(14) of the Bankruptcy Code.
The Attorney can be reached through:
Mark M. Kratter, Esq.
Law Offices of Mark M. Kratter, LLC
71 East Avenue, Suite K
Norwalk, CT 06851
Tel: (203) 853-2312
Email: laws4ct@aol.com
About Marisa's Ristorante, LLC
Based in Trumbull, Connecticut, Marisa's Ristorante, LLC, filed a
Chapter 11 petition (Bankr. D. Conn. Case No. 17-51021) on August
18, 2017. The Debtor is represented by Mark M. Kratter at the Law
Offices of Mark M. Kratter, LLC as counsel. The Debtor estimated
assets and liabilities below $1 million.
MARKEY GRANBERRY: Sale of Jackson Property to Pay Taxes Approved
----------------------------------------------------------------
Judge George W. Emerson, Jr. of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized Markey Terrell Granberry's
sale of real property located at 2930 Terry Road, Jackson,
Mississippi for $60,000.
The Debtor is authorized to pay the sale proceeds to taxes owed to
Hinds County, Mississippi, and a note owed to Citizens National
Bank of Meridian.
Markey Terrell Granberry sought Chapter 11 protection (Bankr. W.D.
Tenn. Case No. 17-24566) on May 22, 2017. The Debtor tapped
William A. Cohn, Esq., at The Cohn Law Firm, as counsel.
MCGEE TRUCKING: Unsecured Creditors to Get 5% Over 72 Months
------------------------------------------------------------
McGee Trucking, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of West Virginia a disclosure statement
describing its plan of reorganization dated Oct. 2, 2017.
All general unsecured creditors are classified as Class 3 and will
receive a distribution of 5% to be paid over a period of 72 months
or less, without interest. There is only one class of unsecured
creditors. Priority Creditors will also be paid a distribution of
100% plus interest as required by the Bankruptcy Code. In the Plan,
the Debtor has reserved the right to prepay the monthly
installments and when all amounts required under the plan the
claims will be deemed fully satisfied and released.
This Plan proposes to pay creditors of the Debtor from revenue
generated by the operation of the Debtor's long-haul trucking
business. The average gross income from the operation of this
business averages $36,000 per month. Additionally, the Debtor's
principal will contribute additional capital as required to make
plan payments if operating revenue is insufficient.
Additionally, the Debtor has a potential claim against Truck Fuel
Island resulting from an injury its shareholder/operator obtained
while on the job prior to its Chapter 11 filing. The Debtor will
file a Motion to Employ Special Counsel to pursue that claim and
any settlement proceeds received by the Debtor will be distributed
equally among Class 3 claims, increasing the percentage payout to
those creditors.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wvsb3-17-30185-65.pdf
About McGee Trucking LLC
McGee Trucking LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-30185) on April 24,
2017. At the time of the filing, the Debtor estimated assets of
less than $100,000 and liabilities of less than $500,000.
Megan A. Patrick, Esq., at Klein & Sheridan, LC, serves as the
Debtor's bankruptcy counsel.
The Office of the U.S. Trustee on May 25 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of McGee Trucking, LLC.
MEDALLION GATHERING: S&P Assigns 'B+' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term corporate credit
rating to Irving, Texas-based midstream company Medallion Gathering
& Processing LLC. The outlook is stable.
S&P said, "At the same time, S&P Global Ratings assigned its 'BB-'
issue-level rating and '2' recovery rating to the company's $700
million secured first-lien term loan due 2024. The '2' recovery
rating indicates lenders can expect substantial (70%-90%; rounded
estimate 85%) recovery in a default scenario.
"Our 'B+' rating on Medallion reflects the volumetric risk inherent
in the company's operations, a lack of geographic diversity (with
operations in only one basin), a relatively small scale of
operations, and leverage we expect to be 5x-6x in 2018 and
3.5x-4.5x in 2019. The Permian Basin's favorable economics;
long-term fee-based contracts with a diverse group of
counterparties; and the credit facilities' project finance-style
structure and excess cash flow sweep, which accelerates the
deleveraging efforts, partially offset these credit risks.
"The stable outlook reflects our view that throughput volumes on
Medallion's crude gathering and transportation system to expand
from increased drilling in the highly cost-competitive Midland
basin. We expect long-term, fee-based contracts will continue
supporting any additional volumes. Under our base-case scenario, we
expect debt-to-EBITDA to decline to 5x-6x in 2018 and 3.5x-4.5x in
2019 from 10x-11x in 2017 mainly because of improving cash flows
from increased system throughput volumes as increased drilling and
expansion projects take effect.
"We could consider lowering the rating if we expect debt-to-EBITDA
to stay above 5.5x by 2019, which would likely be due to
lower-than-expected system volumes or increased debt to finance the
expansion projects. In addition, if we believe
lower-than-anticipated volumes or higher operating or capital
spending prolongs the time when the company becomes cash-flow
positive, we might look to lower the rating.
"We could raise the rating if the scale and scope of the operations
increase via increased throughput volumes, which could come from
new contracts or expansion projects. Improved diversity by
commodity-type and geography, addition of investment-grade
counterparties would also help improve scale and scope. In
addition, we could consider raising the rating if the company
consistently maintains debt-to-EBITDA below 4x."
Ratings Score Snapshot
-- Corporate Credit Rating: B+/Stable/--
-- Business risk: Weak
-- Country risk: Very low
-- Industry risk: Low
-- Competitive position: Weak
-- Financial risk: Aggressive
-- Cash flow/Leverage: Aggressive
-- Anchor: b+
Modifiers
-- Diversification/Portfolio effect: Neutral (no impact)
-- Capital structure: Neutral (no impact)
-- Liquidity: Adequate (no impact)
-- Financial policy: Neutral (no impact)
-- Management and governance: Fair (no impact)
-- Comparable rating analysis: Neutral (no impact)
MILLER MARINE: Unsecured Creditors to Get 100% of Allowed Claims
----------------------------------------------------------------
Miller Marine Yacht Service Inc. requests the U.S. Bankruptcy Court
for the Northern District of Florida to consolidate the hearings on
the Plan and disclosure statement.
The Debtor asserts that its major secured creditor, Abbie Sue
Drummong & Patrick Lee Drummond, as co-executors of the Estate of
E.A. Drummond, are acquiring the claim of the other major secured
creditor, Ro-Mac Building, LLC and would like to have the Plan
confirmed before the year end.
The Debtor filed its Plan and Disclosure statement with the Court
on October 12, 2017. Since the Court has not yet entered an order
and notice of hearing on the disclosure statement, the Debtor
believes that it would be beneficial to all parties to consolidate
the hearing on the disclosure statement and the plan as no party is
anticipated to file an objection to the disclosure statement or the
plan.
Under the Plan, the general unsecured creditors are classified in
Class 5 and will receive a distribution of 100% of their allowed
claims, to be distributed over the course of the bankruptcy plan.
Class 5 is unimpaired. All unsecured claims under Class 5 are
allowed except for Claim No. 4 of Michael Calavenzo.
The Debtor has already paid the following allowed unsecured
creditors in full during the pendency of the case:
(a) Emerald Coast Yacht Refinishing which was scheduled for
$1,000;
(b) Newman Boatworks, Inc. which filed Claim No. 2 for
contract labor for $7,300.88; and
(c) Southern Coast Marine, LLC which was scheduled as
contract labor for $5,430.
Clark, Partington, art, Larry, Bond & Stackhouse, PA which was
listed as a disputed debt $13,163.50, did not file a claim. These
attorney's fees were resolved as a part of the Drummond claim which
is being compromised by the settlement agreement.
The Debtor will fund the bankruptcy plan with the revenue generate
from the operation of its marina and boat repair and manufacturing
services. In the event the Debtor is unable to fulfill its
obligation under the plan with the revenue generated, the Debtor
will consent to the appointment of a special agent to sell the
assets of the Debtor. The Debtor will continue to operate its
business and maintain the property through the date of said sale in
order to sell its assets for the highest and best value available.
A full-text copy of the Disclosure Statement dated October 12, 2017
is available for free at http://tinyurl.com/y9uqonm9
About Miller Marine Yacht Services
Miller Marine Yacht Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-50113) on March 31, 2017.
The petition was signed by Willian M. Miller, president. The
Debtor disclosed total assets of $3.3 million and total liabilities
of $2.03 million. The Hon. Karen K. Specie presides over the case.
The Debtor is represented by Charles M. Wynn, Esq. at Charles M.
Wynn Law Offices, PA.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Miller Marine Yacht Service,
Inc., as of April 28, according to a court docket.
MILLERS HERITAGE: To Pay Unsecureds 10%, No Interest, in 7 Years
----------------------------------------------------------------
Millers Heritage Landscape, LLC filed with the U.S. Bankruptcy
Court for the Western District of Missouri a disclosure statement
to accompany its proposed plan of reorganization.
Allowed Unsecured Non-Priority Claims in Class eight will receive
10% of their claim, payable in monthly payments with no interest
payable over seven years in the months of March through October and
no payments in November through February. At present, the Debtor
estimates the unsecured claims to total approximately $1,380,488.
10% would be $138,049. If paid over seven years, each year would be
$19,721. If paid during the non-winter months (8 months), the
monthly payments would be $2,465.16. Class eight includes the
unsecured portion of the claims of Bank of the Prairie, Stearns
Bank. This class is impaired.
The Debtor will continue to operate their lawn and landscaping
business. The Debtor has reduced its workforce by eliminating
several office/administrative positions. This has resulted in a
savings of approximately $100,000/year. The Debtor has also
eliminated several contracts that had proven unprofitable. The
Debtor is more cautious in bidding contracts and making sure that
it can perform the services without significant overtime expense.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/mowb17-50265-11-38.pdf
About Millers Heritage Landscape LLC
Millers Heritage Landscape LLC is a landscaping company in
Parkville, Missouri.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W. D. Mo. Case No. 17-50265) on June 26, 2017.
Michael Perdue, managing member, signed the petition.
At the time of the filing, the Debtor disclosed $491,683 in assets
and $2.19 million in liabilities.
Judge Arthur B. Federman presides over the case. Krigel & Krigel,
P.C. represents the Debtor as bankruptcy counsel. The Debtor hired
Kelly S. Taylor CPA, P.C. as its accountant.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Millers Heritage Landscape LLC
as of August 4, according to a court docket.
MPM HOLDINGS: Amends Proposed $100 Million Prospectus
-----------------------------------------------------
MPM Holdings Inc. filed with the Securities and Exchange Commission
an amendment No.1 to its Form S-1 registration statement relating
to the initial public offering of shares of common stock of the
Company with a proposed maximum aggregate offering price of $100
million. The Company and certain selling stockholders are offering
Shares. The Company's common stock is currently quoted on the
OTCQX Marketplace under the symbol "MPMQ." The share prices on the
OTCQX may not be indicative of the market price of its common stock
on a national securities exchange. The Company intends to apply to
list its common stock on the New York Stock Exchange under the
symbol "MPMH." A full-text copy of the Form S-1/A is available for
free at https://is.gd/n7psAO
About MPM Holdings
MPM Holdings Inc. -- http://www.momentive.com/-- is a holding
company that conducts substantially all of its business through its
subsidiaries. Momentive's wholly owned subsidiary, MPM
Intermediate Holdings Inc., is a holding company for its wholly
owned subsidiary, Momentive Performance Materials Inc. ("MPM") and
its subsidiaries.
The Company filed a petition on April 13, 2014, with the U.S.
Bankruptcy Court for the Southern District of New York for
reorganization under the provisions of Chapter 11 of the Bankruptcy
Code. The Plan was substantially consummated on Oct. 24, 2014, and
the Company emerged from bankruptcy. In connection with its
emergence from bankruptcy, the Company adopted fresh start
accounting.
As a result of MPM's reorganization and emergence from Chapter 11
bankruptcy, Momentive became the indirect parent company of MPM in
accordance with MPM's plan of reorganization pursuant to MPM's
emergence from Chapter 11 bankruptcy on the Emergence Date. Prior
to its reorganization, MPM, through a series of intermediate
holding companies, was controlled by investment funds managed by
affiliates of Apollo Management Holdings, L.P.
Momentive, along with its subsidiaries, is a producer of silicones,
silicone derivatives and functional silanes. Momentive is a global
leader in the development and manufacture of products derived from
quartz and specialty ceramics.
MPM Holdings reported a net loss of $163 million for the year ended
Dec. 31, 2016, following a net loss of $83 million for the year
ended Dec. 31, 2015. As of June 30, 2017, MPM Holdings had $2.65
billion in total assets, $2.14 billion in total liabilities and
$514 million in total equity.
NABORS INDUSTRIES: S&P Lowers CCR to 'BB' on Weak Credit Measures
-----------------------------------------------------------------
S&P Global Ratings lowered the corporate credit rating on Nabors
Industries Ltd. to 'BB' from 'BBB-'. The outlook is stable.
S&P said, "At the same time, we lowered the issue-level rating on
the company's senior unsecured debt to 'BB' from 'BBB-'. The
recovery rating on the debt is '3', indicating our expectation of
meaningful (50%-70%; rounded estimate: 55%) recovery. We also
lowered the short-term and commercial paper ratings to 'B' from
'A-3'.
"The downgrade reflects our reassessment that Nabors' financial
performance in 2018 will be weaker than expected based on our view
that the recovery in industry conditions has slowed and will not
improve significantly enough to sustain the previous financial risk
profile assessment. We have lowered our expectation for Nabors'
cash flows in 2018, which will constrain both funds from operations
(FFO) and cash flow available for debt repayment. As a result, we
now expect FFO/debt to remain below 20% in 2018 and only modestly
recover in 2019. We expect the onshore contract drilling market
have only modest gains over the next 12 to 24 months, limiting the
potential for a rapid improvement in financial measures. The North
American market appears to have cooled after a strong start to
2017, as crude oil prices have hovered around $50 per barrel with
the potential to significantly weaken if demand growth does not
keep pace with U.S. production and OPEC and other producers such as
Russia do not extend production caps. We expect international
markets to be flat to modestly higher as costs in those markets
adjust to lower crude oil prices and natural-gas-focused drilling
to support local infrastructures remains stable.
"The stable outlook reflects our expectation that near-term market
conditions will support average FFO/debt comfortably above 12%. We
expect Nabors financial measures to improve in 2018 reflecting our
expectation for modest market and related margin improvements over
the next 24 months, supported by relatively flat global GDP growth
of 3.6%, and our assumption that West Texas Intermediate (WTI)
crude oil will average $50 per barrel in 2018, increasing to $55
per barrel in 2019. We expect Nabors will use its free cash flows
to repay debt over the next year, with limited capital spending on
new rigs or significant rig upgrades.
"We could lower ratings if market conditions and/or operational
performance weaken such that we expect FFO/debt to average around
12%. This could occur if market conditions and resulting EBITDA
margins fail to stay about 27% or greater. This likely occurs if
the recovery in crude oil prices falters, and average prices
retreat to the $40 to $45 per barrel range and capital spending by
the E&P industry is curtailed.
"We could raise ratings if we expected FFO/debt to be sustained
comfortably above 20%. This could occur if market conditions remain
positive and Nabors is able to successfully grow its Drilling
Solutions business, resulting in EBITDA margins above 27% with
modest revenue growth. This likely requires Nabors to maintain a
relatively modest financial policy that focuses on debt reduction.
In addition, we expect that WTI prices of $50 per barrel or greater
should support rig demand and improving financial measures over the
next 12 months."
NAVISTAR INC: Moody's Rates New $1.6BB Sr. Secured Term Loan 'Ba3'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new $1.6
billion senior secured term loan Navistar Inc., the major operating
subsidiary of Navistar International Corp. (Navistar). Moody's also
upgraded the ratings of the company's two industrial revenue bonds
(Cook County, Ill. due 2040 and Illinois Finance Authority due
2040) to B2 from Caa1. The rating agency concurrently affirmed
Navistar's other ratings: Corporate Family Rating -- B3;
Probability of Default Rating -- B3-PD; existing senior secured
term loan - Ba3 (to be withdrawn upon closing of new term loan);
senior unsecured notes -- Caa1; senior subordinated convertible
notes -- Caa2; and Speculative Grade Liquidity rating -- SGL-3. The
outlook is stable.
RATINGS RATIONALE
The assignment of the Ba3 rating to Navistar's new term loan, as
well as the affirmation of its other ratings, reflects both the
benefits arising from the company's refinancing transactions, and
the progress made in improving its competitive position. The
upgrade of the industrial revenue bonds to B2 recognizes the
obligations' being granted a second lien on certain collateral
securing the term loan.
Navistar's refinancing will include: replacing the existing $1.0
billion secured term loan due in 2020 with the new $1.6 billion
facility maturing in 2024; a tender for the company's outstanding
$1.45 billion 8.25% unsecured notes; and, a planned issuance of new
unsecured notes. Moody's expects that the net proceeds from the new
$1.6 billion term loan and the planned unsecured notes will be
sufficient to repay the total consideration and expenses associated
with the tender offer.
Navistar has made notable progress in bolstering its long-term
position in the North American truck and school bus sector, and
supporting the B3 CFR. This progress includes: revitalizing its new
product pipeline; growing share in the Class8 and medium duty truck
markets; reducing both its used truck inventory and warranty
expenditures; and steadily improving EBITDA so that positive net
quarterly income was achieved during third quarter 2017. Navistar's
prospects are also benefiting from the modest recovery in the North
American truck sector and by its alliance with Volkswagen Truck &
Bus (VWT&B) under which VWT&B acquired newly issued common equity
representing a 16.6% share in Navistar for $256 million.
Navistar's liquidity position at July 2017 consists of $923 million
of manufacturing cash, cash equivalents and marketable securities,
and an unutilized $125 million asset backed lending facility
maturing in 2022. This will provide adequate coverage for the
company's seasonal working capital requirements and the repayment
of its $200 million of convertible notes maturing in October 2018.
Navistar's rating could be raised if there is sustained progress in
building market share in the Class 8 segment of the market, and in
further reducing the size of its used truck inventory and warranty
expense. Positive rating action could be supported by maintaining a
trajectory toward EBITA margin of 2.5% and EBIT/interest of 2.0x.
The major source of pressure on Navistar's rating would be the
company's inability to achieve clear gains in market share in the
Class 8 segment. The rating could also be pressured by a material
erosion in the company's liquidity profile.
The following rating actions were taken:
Upgrades:
Issuer: Cook (County of) IL
-- Senior Unsecured Revenue Bonds, Upgraded to B2 (LGD 3)
from Caa1 (LGD 4)
-- Issuer: Illinois Finance Authority
-- Senior Unsecured Revenue Bonds, Upgraded to B2 (LGD 3) from
Caa1 (LGD 4)
Assignments:
Issuer: Navistar, Inc.
-- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD 2)
Affirmations:
Issuer: Navistar International Corp.
-- Probability of Default Rating, Affirmed B3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
-- Corporate Family Rating, Affirmed B3
-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 4)
-- Senior Subordinated Conv./Exch. Bond/Debenture, Affirmed
Caa2 (LGD 6)
Issuer: Navistar, Inc.
-- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD 2), to
be withdrawn upon closing of new Credit Facility
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Navistar is a manufacturer of medium- and heavy-duty trucks and
buses with the majority of its revenues derived within North
America. Revenue from its core industrial operations for the LTM
period ended July 31, 2017 were approximately $7.9 billion.
NETFLIX INC: Moody's Rates New $1.6BB Unsec. Notes Offering 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Netflix,
Inc.'s proposed $1.6 billion notes offering, which matures in 2028.
Proceeds from the issuance will be used for general corporate
purposes, which may include content acquisitions, capital
expenditures, investments, working capital and potential
acquisitions and strategic transactions. Netflix's B1 corporate
family rating (CFR), Ba3-PD probability of default (PD) and SGL-1
speculative grade liquidity rating remain unchanged. The outlook
remains stable.
Assignments:
Issuer: Netflix, Inc.
-- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 4)
RATINGS RATIONALE
As Netflix's debt continues to increase with this new issuance, pro
forma leverage for the proposed issuance, is expected to be push
back up to 8.0x (including Moody's adjustments), which is up from
6.2x for the last twelve months ended September 30, 2017. This
metric continues to exceed Moody's 6.0x sustained leverage
threshold for the B1 rating. However, despite the continuing
issuances of debt to fund the company's negative cash flows,
Moody's expects leverage to drop over time as the transition from
licensed content to produced original content levels off and newer
international markets begin to contribute to profits and margins
improve overall. Moody's anticipates that leverage will fall back
to around 6x by the end of 2018 as the company's EBITDA growth
outpaces the growth in debt. Moody's believes the company's
strategy to procure its own content has positive long-term
implications as it builds its owned library assets as compared to
pure licensing of content, which Moody's believes will provide
scale benefits for the company and increasingly provides
proprietary value to consumers, not to mention provide a valuable
asset base. With distribution reaching across the entire world,
Netflix has the capability to create content at a fixed cost and
scale it across a near global footprint.
The stable outlook reflects Moody's expectations that Netflix's
operating results will improve and the company will de-lever
through EBITDA and cash flow growth, recognizing that credit
metrics will remain volatile and over the next 24 months,
debt-to-EBITDA will continue to exceed levels typical for the B1
rating. An upgrade of the company's credit rating is unlikely in
the near term given the steady increases in debt to fund expansion
of original content production over the next few years until
original content production costs and working capital use level off
and free cash flow generation improves. However, ratings could be
upgraded as: 1) Netflix's adds newer markets to its mature
profitable markets footprint; 2) it continues to expand subscriber
numbers and margins, helping to fund newer international market
investment capital and increases in content spend working capital
such that it can maintain its significant lead on its content
offering relative to competitors; and 3) sustaining debt-to-EBITDA
leverage below 5.0x. Much higher profitability would be needed for
a higher rating along with a strong commitment from management to
sustain stronger credit metrics given the company's view that an
optimized capital structure for the company includes a ratio of 25%
debt to enterprise value. Moody's would consider a downgrade to
Netflix's ratings: 1) if leverage is sustained above 6.0x for an
extended time frame; 2) if there are expectations for deterioration
in subscriber numbers and margins, due to competitive pressures or
operational setbacks; and 3) if liquidity issues arise due to
capital market access issues and capital needs exceeded the
company's cash balance and revolving credit facility availability
.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
Netflix, Inc., with its headquarters in Los Gatos, California, is
the world's leading subscription video on demand ("SVOD") internet
television network with three operating segments: Domestic
streaming, International streaming and Domestic DVD. Domestic and
International streaming segments derive revenues from monthly
subscription services consisting of streaming content over the
internet, and the Domestic DVD division derives revenues from
monthly subscription services consisting solely of DVD-by-mail.
Revenues for the last twelve months ended September 30, 2017 was
approximately $10.9 billion.
NETFLIX INC: S&P Rates Proposed $1.6BB Unsecured Notes 'B+'
-----------------------------------------------------------
S&P Global Ratings Services affirmed its 'B+' corporate credit
rating on Los Gatos, Calif.-based online video service provider
Netflix Inc. The rating outlook remains stable.
S&P said, "At the same time, we affirmed our 'B+' issue-level
rating on the company's existing senior unsecured notes. The '3'
recovery rating is unchanged, indicating our expectation for
meaningful recovery (50%-70%; rounded estimate: 65%) of principal
in the event of a payment default.
"We also assigned our 'B+' issue-level and '3' recovery ratings to
Netflix's proposed $1.6 billion senior unsecured notes due 2028.
The '3' recovery rating indicates our expectation for meaningful
recovery (50%-70%; rounded estimate: 65%) of principal for the
noteholders in the event of a payment default."
The corporate credit rating reflects Netflix's position as the
leading video streaming platform globally, with a growing library
of original content, and its access to the debt market. This allows
it to fund its strategy to aggressively expand its original
programming, resulting in increasingly negative free cash flow. The
rating is constrained by Netflix's lack of free cash flow and, more
importantly, its lack of commitment to reducing this deficit over
the next few years.
S&P said, "The stable rating outlook reflects our expectation that
Netflix's revenue will increase in excess of 20% and its adjusted
EBITDA margin will expand by 200 bps to 300 bps in each of the next
two years. We also expect the company to maintain adequate
liquidity through a combination of cash on hand, short-term
investments, and periodic debt issuance to support its
discretionary cash flow deficits over the next two years.
"We could lower the corporate credit rating if Netflix's subscriber
growth decelerates significantly and its EBITDA margin expansion
stagnates. This would imply the company's content spending is
outpacing its ability to grow its subscriber base, which could
hamper its access to capital markets and pressure liquidity. A
downgrade could also occur if the company's cash on hand and
short-term investments decline to below $1 billion.
"We could raise the rating if the company's free cash flow deficits
improve and we believe a path towards break-even becomes more
apparent. We would also expect subscriber growth to increase
substantially, resulting in adjusted EBITDA margins improving to
about 15% and leverage falling below 5x on a sustained basis."
NEVER SLIP: S&P Lowers CCR to 'CCC+', Outlook Negative
------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on West Palm
Beach, Fla.-based Never Slip Topco Inc. to 'CCC+' from 'B-'. The
outlook is negative.
S&P said, "At the same time, we lowered our issue-level ratings on
the company's senior secured revolving credit facility and senior
secured first-lien term loan to 'CCC+' from 'B-'. The recovery
rating on the senior secured debt remains '3', reflecting our
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a default. Reported debt outstanding as of
June 30, 2017, was about $362 million.
"For analytical purposes, we view Never Slip Topco, its subsidiary
SHO Holding I Corp. (the borrower), and all operating subsidiaries
to be one economic entity, and hereinafter refer to the group as
Shoes for Crews (SFC).
"The downgrade reflects our expectation that sustained weak free
cash flow can no longer support the company's highly leveraged
capital structure, and that liquidity could deteriorate if
profitability does not stabilize and rebound, potentially
triggering a financial covenant violation. We believe the company's
weak operating performance over the last year is attributable
largely to operational missteps by management, resulting in
leverage in the double-digits, negative free cash flow, and less
than 15% cushion on its springing first-lien leverage covenant. The
covenant is not currently in effect, but we believe SFC will need
to draw on its revolver to support liquidity needs in the near
term, potentially exceeding levels that will trigger the covenant.
While we forecast profit improvement over the next year as certain
nonrecurring costs lapse, we still expect that free cash flow will
remain weak, and that the covenant could come under pressure.
EBITDA visibility is low given the sizable costs reported by
management as nonrecurring items.
"The negative outlook reflects the potential for a lower rating if
operating performance continues to deteriorate, free cash flow
remains negative, and the company faces a liquidity crisis. We
forecast leverage will be sustained above 10x over the next year.
"We could lower the rating over the next couple of quarters if we
believe the company will face a near-term liquidity crisis or a
default scenario, such as a distressed exchange or violation of its
springing first-lien leverage covenant. This could occur if new
management doesn't improve operational execution and effectively
manage costs.
"We could revise the outlook to stable if free cash flow turns
positive and EBITDA interest coverage improves to the mid-1x area,
which could occur if the company increases sales of its redesigned
and expanded product line while successfully managing product
costs."
NEW COVENANT PAINTING: Unsecureds to Recover 100% Over 144 Months
-----------------------------------------------------------------
The New Covenant Painting of NWA, Inc. filed with the U.S.
Bankruptcy Court for the Western District of Arkansas a small
business disclosure statement describing its plan of reorganization
dated Oct. 17, 2017.
Under the plan, general unsecured creditors are classified in Class
3 and will receive a distribution of 100% of their allowed claims.
This class will receive $5,000 for the first 48 months paid pro
rata. Beginning in month 49 until month 144, this class will also
receive the monthly payment that was going to the IRS.
The Debtor will fund its Plan by continuing its operations, and,
from time to time, as may be determined by the sole judgment and
discretion of the Debtor's management, additional offering of
stock, or incurring debt. The Debtor's management will continue to
be the prepetition management such management being: Nathan
Nichols, President; and Carrie Nichols, Secretary/Treasurer.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/arwb5-17-70191-64.pdf
About The New Covenant Painting of NWA, Inc.
The New Covenant Painting of NWA, Inc., filed a Chapter 11
bankruptcy petition (Bankr. W.D. Ark. Case No. 17-70191) on Jan.
27, 2017, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Emily J. Henson, Esq., at
Bond Law Office, as counsel.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of The New Covenant Painting of
NWA, Inc., as of April 25, according to a court docket.
NEW HOPE: Hearing on Plan Disclosures Set for Dec. 5
----------------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona has scheduled for Dec. 5, 2017, at 11:00 a.m. a
hearing to consider the approval of New Hope Behavioral Health
Center, Inc.'s disclosure statement dated Oct. 11, 2017, referring
to the Debtor's Chapter 11 plan.
The hearing scheduled for Oct. 17, 2017, at 11:00 a.m. is vacated.
Objections to the Disclosure Statement must be filed on or before
five business days prior to the Hearing.
As reported by the Troubled Company Reporter on Oct. 12, 2016, the
Court scheduled for Nov. 10, 2016, the hearing to consider approval
of the Chapter 11 plan filed by the Debtor. That plan disclosed an
allowed Class 6 claims with a total of $266,604.47. Under that
plan, holders of these claims would be paid monthly over a period
of 90 months in the total amount of approximately $202,986.80. New
Hope estimates that Class 6 claimants would receive payment of
around 65-76% of their claims.
About New Hope
New Hope Behavioral Health Center, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 13-14261) on Aug.
19, 2013, estimating its assets at up to $50,000 and its
liabilities at between $500,001 and $1 million. James M. McGuire,
Esq., at Davis Miles McGuire Gardner, PLLC, serves as the Debtor's
bankruptcy counsel.
NOVATION COMPANIES: Exclusive Plan Filing Extended to Dec. 29
-------------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland has extended, at the behest of NovaStar
Mortgage LLC and NovaStar Mortgage Funding Corporation, the
remaining debtor-affiliates of Novation Companies, 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.
As reported by the Troubled Company Reporter on Oct. 4, 2017, the
Debtors sought the extension, assuring the Court that they are now
poised to propose their own plan, and the exclusivity extension is
thus necessary. 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.
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.
OKK EQPT: Sale of 2001 Schwing KVM 28 Placing Boom for $30K Okayed
------------------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas authorized OKK Equipment, LLC's private sale of 2001
Schwing KVM 28 Placing Boom to G-5, LLC for $30,000.
The sale is free and clear of all liens.
Subject to Court approval of the broker's employment, which is
pending, the Debtor's broker will receive a payment of $7,000 from
the proceeds of the sale. Of the broker payment, $2,000 is for
commission and $5,000 for trucking costs.
The net proceeds from the sale will be sent directly to Equity Bank
to be applied to Equity Bank's secured indebtedness.
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.
Bradley D. McCormack, Esq., at The Sader Law Firm, in Kansas City,
Missouri, serves as counsel to the Debtor.
ON-CALL STAFFING: Sale of 1983 Mitsubishi Plane for $55K Approved
-----------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized On-Call Staffing,
Inc.'s sale of 1983 Mitsubishi Aircraft to Cotton Belt Aviation,
Inc., for $55,000.
The sale is "is, where is," free and clear of all liens, claims and
encumbrances.
The proceeds will be paid directly to PNC Equipment Finance, LLC,
into the Trust Account of their attorney, Turnbull & Born, PLLC, to
be held in trust until release of PNC security interest.
The Order is deemed a Final Judgment, and the 14-day stay under
Rule 6004(h) is waived.
About On-Call Staffing
On-Call Staffing, Inc., filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 16-13823) on Oct. 28, 2016. The Debtor is
represented by J. Walter Newman, IV, Esq., at Newman & Newman. The
petition was signed by its President, Lee Garner III. At the time
of the filing, the Debtor estimated assets at $100,000 to $500,000
and liabilities at $500,000 to $1 million.
PANTECH WIRELESS: November 21 Plan Confirmation Hearing
-------------------------------------------------------
Pantech Wireless, Inc. filed Chapter 11 plan of reorganization and
disclosure statement on October 5, 2017.
Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern
District of Georgia conditionally approved the Disclosure Statement
filed by the Debtor on October 5, 2017.
The deadline for filing written objections to the disclosure
statement or the Plan will be no later than November 17, 2017. The
deadline for casting ballots to accept or reject the Plan will be
November 17, 2017.
A hearing to consider confirmation of the Plan and to consider
final approval of the Disclosure Statement, in the event timely
objections are filed thereto, will be held on November 21, 2017 at
1:30 a.m.
About Pantech Wireless
Pantech Wireless, Inc., based in Atlanta, GA, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 16-72088) on December 9, 2016.
Gregory M. Taube, Esq., at Nelson Mullins Riley & Scarborough LLC,
to serve as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Yong Jin
Kim, chief executive officer.
PASS BUSINESS: Plan Confirmation Hearing Rescheduled to Dec. 7
--------------------------------------------------------------
The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has entered a second amended order
fixing the hearing on confirmation of Pass Business Terminal, LLC's
Chapter 11 plan on Dec. 7, 2017, at 1:30 p.m.
Nov. 20, 2017, is the last day for filing objections to the plan
confirmation.
The last day for submitting ballots of acceptance or rejection of
the Plan is Nov. 27, 2017.
The Disclosure Statement was approved on May 3, 2017.
As reported by the Troubled Company Reporter on Sept. 18, 2017, the
Court previously moved the hearing on confirmation of the Plan to
Oct. 24 from Oct. 5. The Court also previously moved the deadline
for creditors to file their objections to Oct. 10 from Sept. 20;
and the deadline to submit ballots to Oct. 17 from Sept. 28.
About Pass Business Terminal
Pass Business Terminal, LLC, filed a Chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-51767) on Oct. 11, 2016. The petition was
signed by Roger L. Caplinger, owner. At the time of filing, the
Debtor estimated assets of less than $1 million and liabilities of
less than $500,000.
The Debtor is represented by Matthew Louis Pepper, Esq., at Matthew
Perry, Attorney at Law. The Debtor hired Strick Trio Investments,
LLC as its accountant and bookkeeper.
PEEKAY ACQUISITIONS: Unsecureds to Get Nothing Under Plan
---------------------------------------------------------
Peekay Acquistion, LLC, and debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement dated Oct. 4, 2017, referring to the Debtors' Chapter 11
plan.
Holders of Class 6 General Unsecured Claims, Class 7 Intercompany
Claims and Class 8 Subordinated Claims will receive no distribution
under the Plan.
The Plan provides for the liquidation and sale of substantially all
of the Debtor's assets to the buyer, subject in all respects to
high and better offers pursuant to the bid procedures, under U.S.
Bankruptcy Code Section 363 pursuant to the asset purchase
agreement dated Aug. 9, 2017, between the Debtors and TLA
Acquisition, Inc., as may be amended, modified or supplemented from
time to time.
The Debtors filed their Chapter 11 cases to engage in a process to
sell substantially all of their assets so that they could maximize
the value of their Estates for the benefit of all of their
constituents and preserve their ongoing business. The Debtors
sought court approval of the sale of substantially all of their
assets to the entity determined to have submitted the highest or
otherwise best bid in accordance with the bid procedures and the
approval of the proposed stalking horse credit bid in the amount of
$30 million by an entity formed by the Term A Lenders, TLA
Acquisition Corp. On Sept. 7, 2017, the Court approved the bid
procedures. Following entry of the Bid Procedures Order, the
Debtors, the Term A Lenders, and the Buyer, in consultation with
the Official Committee of Unsecured Creditors, elected to proceed
with the proposed Sale through the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb17-11722-237.pdf
About Peekay Acquisition
Headquartered in Auburn, Washington, Peekay --
http://www.loverspackage.com/-- is a specialty retailer of a broad
selection of lingerie, sexual health and wellness products and
accessories. Peekay currently owns and operates 47 retail stores
across six states under the brand names "Christals," "LoVerS,"
"ConReV" and A. "A Touch of Romance."
Peekay Acquisitions, LLC, and its affiliates each sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-11722) on Aug. 10,
2017. The petitions were signed by Albert Altro, chief
restructuring officer. Judge Brendan Linehan Shannon presides over
the cases.
Peekay Acquisition estimated its assets between $10 million and $50
million and its debts between $50 million and $100 million.
Landis Rath & Cobb LLP serves as the Debtors' bankruptcy counsel.
The Debtors hired SSG Advisors, LLC, as investment banker and
Traverse, LLC, as financial advisor. Rust Consulting/Omni
Bankruptcy serves as claims and noticing agent.
On Aug. 21, 2017, five creditors were named to serve in the
official committee of unsecured creditors in the Debtors' cases.
The panel tapped Cullen and Dykman LLP as general counsel;
Whiteford, Taylor & Preston LLC as Delaware counsel; and The DAK
Group, Ltd., as financial advisor.
PELICAN REAL ESTATE: Trustee Selling TM 25 Pools for $165K
----------------------------------------------------------
Maria M. Yip, the Chapter 11 Liquidating Trustee for Pelican Real
Estate, LLC and affiliates, asks the U.S. Bankruptcy Court for the
Middle District of Florida to conditionally authorize, on an ex
parte basis, the sales procedures for the sale of the TM 25 Pools
to the U.S. Bank Trust National Association, as Trustee for
American Homeowner Preservation Trust Series 2015A+, for $165,000,
subject to higher and better offers.
The Liquidating Trust owns pools made up of distressed real estate
loans and properties described in paragraphs 89 through 97 of the
Examiner's Report, which consist of: (i) the assets assigned to
Pelican Real Estate, LLC, pursuant to the Agreement of Assignment
dated June 5, 2014, by and between Richard Gonzalez, individually
and as Authorized Agent of Oneness Investment Fund Management
Group, Oneness Investment Fund Management Corp., Namaste Asset
Management, LLC, and MI Home Realty & Loans, Inc., and Pelican Real
Estate, LLC; and (ii) the assets assigned to Pelican Portfolios,
LLC, pursuant to the Agreement of Assignment dated June 5, 2014, by
and between Richard Gonzalez, individually and as Authorized Agent
of Oneness Investment Fund Management Group, Oneness Investment
Fund Management Corp., Namaste Asset Management, LLC, and MI Home
Realty & Loans, Inc., and Pelican Portfolios, LLC ("TM 25 Pools").
Since the Effective Date, the Liquidating Trustee has investigated
the market for -- and actively marketed -- the TM 25 Pools. On
Sept. 6, 2017, she filed motion to sell the TM 25 Pools, and the
Court entered an order, on an ex parte basis, conditionally
approving the sale procedures. However, the Liquidating Trustee
subsequently withdrew the motion after she did not receive any
Qualified Bids under order and the proposed buyer Orange Capital
Funding, LLC (i) notified her that it would not proceed with the
sale at the original sale price of $206,800 and (ii) did not post
the required deposit.
The Liquidating Trustee has since received the highest and best
offer for the sale of the TM 25 Pools from the Proposed Buyer by
AHP Capital Management LLC, Administrator, which offered to
purchase the Liquidating Trustee's right, title, and interest in
the TM 25 Pools for a price of $165,000. The Liquidating Trustee
and the Proposed Buyer have entered into the Purchase and Sale
Agreement.
The essential terms of the Agreement are:
a. The sale price will be $165,000 or such higher and better
offer accepted by the Seller in the event that the Liquidating
Trustee receives a Qualifying Bid and conducts an auction.
b. The Proposed Buyer has wired the Liquidating Trustee the
full purchase price of $165,000 to be held as a deposit.
c. The sale is contingent upon receiving Court approval.
The Liquidating Trustee believes that the sale to the Proposed
Buyer is in the best interest of the Smart Money Liquidating Trust
estate and its beneficiary creditors. However, in order to assure
the greatest recovery, she continues to solicit offers for the sale
of the TM 25 Pools, and asks the Court to approve the Bidding
Procedures.
The essential terms of the Bidding Procedures are:
a. Qualifying Bid: At least $175,000
b. A Qualifying Bid which provides for the purchase of all or
substantially all of the TM 25 Pools, and is accompanied by a duly
executed form of agreement that is provided by the Liquidating
Trustee
c. Deposit: $75,000 payable in immediately available funds in
the form of a wire transfer or a certified check made payable to
"Broad and Cassel LLP Trust Account," to be held by the Liquidating
Trustee's counsel
d. Bid Deadline: In the event that the Liquidating Trustee
receives at least one Qualifying Bid by a deadline of 5:00 p.m.
(ET) on the seventh day before the initial date set by the Court as
the final hearing on the Motion, then the Liquidating Trustee will
conduct an auction for the sale of the TM 25 Pools in advance of
the final hearing (at such time and place to be determined by the
Liquidating Trustee).
The Liquidating Trustee asks that the Court approves the Notice of
Proposed Sale for service on all creditors and parties in
interest.
Based on the Liquidating Trustee's counsel's best information,
there are no liens on the TM 25 Pools. The only potential claims
against the TM 25 Pools are those of Richard Gonzalez, individually
and as Authorized Agent of (1) Oneness Investment Fund Management
Group, (2) Oneness Investment Fund Management Corporation, (3)
Namaste Asset Management, LLC, and (4) MI Home Realty & Loans, Inc.
("Gonzalez Entities") as contracting parties pursuant to the
Agreements for Assignment. Additionally, TM Property Solutions,
LLC and Kathy Khodi may claim some interest in the TM 25 Pools or
any proceeds therefrom by virtue of an Agreement dated Aug. 25,
2014 ("TM Agreement") more specifically described on Page 31,
Footnote 18 of the Examiner's Report.
The Liquidating Trustee submits that any claim the Gonzalez
Entities may have pursuant to the Agreements of Assignment would at
best constitute unsecured claims against the estate. Similarly, as
to TM Property Solutions and/or Kathy Khodi, any claim pursuant to
the TM Agreement, would at best constitute an unsecured claim
against the estate. Furthermore, any such claim would be invalid
as the owners of the TM 25 Pools (Pelican Real Estate, LLC and
Pelican Portfolios, LLC) were not parties to the TM Agreement.
Pursuant to 11 U.S.C. Section 363(f) the sale should be free and
clear of liens, claims, and interests of others who receive notice
of this motion and hearing, with the liens, claims, and interests
to attach to the proceeds. The Liquidating Trustee asks that the
Court sets a deadline of 5:00 p.m. ET on the seventh day before the
initial date set by the Court as the final hearing to assert any
claim as to the proceeds from the sale.
Because the Liquidating Trustee was solely involved in the finding
of the Proposed Buyer, there are no brokerage fees owed relating to
sale proposed. This represents a substantial savings to the
creditors and the estate.
The Liquidating Trustee reserves her right to request that all
expenses (i) related to the servicer of the TM 25 Pools and (ii)
related to the sale of the TM 25 Pools, including attorneys' fees
associated with the negotiation of the sale, obtaining approval
from the Court, and closing the sale, in accordance with Section
4.06 of the Liquidating Trust Agreement: be paid out of the
proceeds of the sale.
Because of the need to close rapidly on the sale, the Liquidating
Trustee submits that the circumstances warrant the elimination of
the 14-day stay provided by Bankruptcy Rule 6004(h).
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Pelican_Real_618_Sales.pdf
The Purchaser:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee for AMERICAN HOMEOWNER
PRESERVATION TRUST SERIES 2015A+
c/o AHP Capital Mangement, LLC, Administrator
810 S. Wabash Ave., Suite 606
Chicago, IL 60605
Counsel for the Liquidating Trustee:
Michael D. Lessne, Esq.
BROAD AND CASSEL LLP
100 S.E. 3rd Avenue, Suite 2700
Fort Lauderdale, FL 33394
Telephone: (954) 764-7060
Facsimile: (954) 761-8135
About Pelican Real Estate
Pelican Real Estate, LLC and its eight affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case
No. 16-03817) on June 8, 2016. The petition was signed by Jared
Crapson, president of SMFG, Inc., manager of Pelican Management
Company, LLC. At the time of the filing, Pelican Real Estate listed
under $50,000 in both assets and debt.
The Debtors are represented by Elizabeth A. Green, Esq., at Baker &
Hostetler LLP. The Debtors hired Bill Maloney Consulting as their
financial advisor; Hammer Herzog and Associates P.A. as their
accountant; and Pino Nicholson PLLC as their special counsel.
Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hired Dance Bigelow Sharp & Co. as accountant.
Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016,
formed an official committee of unsecured creditors for Pelican
Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC
and Accelerated Asset Group LLC.
Maria Yip was appointed examiner in the case. She hired
GrayRobinson, P.A. as her lead counsel; and Fikso Kretschmer Smith
Dixon Ormseth PS as special counsel.
On Feb. 15, 2017, the Court entered an order confirming the
Debtors' Second Amended Plan of Liquidation. The Plan became
effective on March 2, 2017, at which time the Smart Money
Liquidating Trust came into existence and Ms. Yip was named the
Liquidating Trustee.
PERFUMANIA HOLDINGS: MJA Beauty Has 100% Stake as of Oct. 18
------------------------------------------------------------
MJA Beauty, LLC disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Oct. 18, 2017, it
owns 1,000 shares (100%) of the New Common Stock of Perfumania
Holdings, Inc., over which Glenn H. Nussdorf, Stephen L. Nussdorf
and Arlene Nussdorf share voting and dispositive power.
On Oct. 6, 2017, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming the Plan of Reorganization of
Perfumania Holdings. On Oct. 11, 2017, the Plan of Reorganization
became effective, and the actions contemplated therein were
consummated.
On the Effective Date, pursuant to the Plan of Reorganization, all
of the outstanding shares of Old Common Stock, all instruments,
guarantees, certificates and other documents evidencing an equity
security of the Issuer, and all options, warrants, call rights,
puts, awards, purchase rights or other agreements to acquire an
equity security of the Company, were cancelled for no
consideration. This included the 8,362,032 shares of Old Common
Stock held by MJA Beauty, LLC, as well as the Warrants to purchase
443,757 shares of Old Common Stock held by each of Glenn H.
Nussdorf, Stephen L. Nussdorf and Arlene Nussdorf and the options
to purchase 250,000 shares of Old Common Stock held by Stephen L.
Nussdorf.
Pursuant to the Plan of Reorganization, persons who held shares of
the Old Common Stock before the Effective Date, other than MJA
Beauty, LLC, have the opportunity to receive $2.00 in cash for each
such share by providing a Stockholder Release, releasing claims
against the Issuer and its affiliates. MJA Beauty, LLC executed
the Stockholder Release for no additional consideration.
On the Effective Date, pursuant to the Plan of Reorganization and
the Investment Agreement dated Aug. 26, 2017, Perfumania Holdings
issued 1,000 shares of New Common Stock to MJA Beauty, LLC in
consideration of $14,263,460, which had been contributed to MJA
Beauty, LLC by its members. The shares were issued pursuant to an
exemption from the registration requirements of the Securities Act
of 1933 contained in Section 1145(a) of the Bankruptcy Code. Such
shares constitute all of the outstanding equity interests of the
Issuer following the Effective Date.
As of the Effective Date, pursuant to the Plan of Reorganization,
Michael W. Katz, Joseph Bouhadana, Joshua Angel, Paul Garfinkle and
Glenn H. Gopman ceased to be directors of the Issuer, and Glenn H.
Nussdorf and Arlene Nussdorf joined Stephen L. Nussdorf as
directors.
Prior to the Effective Date, Lillian Ruth Nussdorf gifted her
equity interest in MJA Beauty, LLC to Glenn H. Nussdorf.
Thereafter, each of Glenn H. Nussdorf, Stephen L. Nussdorf and
Arlene Nussdorf gifted their respective equity interests in MJA
Beauty, LLC to trusts to which they are affiliated.
As of Oct. 11, 2017, Lillian Ruth Nussdorf ceased to be the
beneficial owner of more than five percent of the Old Common Stock
of the Issuer.
Perfumania Holdings filed a Form 15 (Certification and Notice of
Termination of Registration) with the SEC on Oct. 16, 2017, to
deregister its common stock under the Securities and Exchange Act
of 1934. The Company's obligation to file periodic reports such as
Forms 10-Q and 10-K under the Exchange Act was suspended
immediately upon such filing and will terminate when deregistration
becomes effective 90 days thereafter.
A full-text copy of the regulatory filing is available at:
https://is.gd/UugBdJ
About Perfumania Holdings
Perfumania Holdings, Inc. (NASDAQ: PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States. Perfumania has a 30 year history of innovative
marketing and sales management, brand development, license sourcing
and wholesale distribution making it the premier destination for
fragrances and other beauty supplies. The Company operates retail
stores and e-commerce specializing in the sale of fragrances and
related products across the United States, Puerto Rico, and the
U.S. Virgin Islands. The Company also operates a wholesale
distribution network, selling to mass retail, department stores as
well as domestic and international distributors.
On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated
debtors, including perfumania Holdings, Inc., each filed voluntary
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code. The Debtors' cases are jointly administered for
procedural purposes under the case docket for Model Reorg
Acquisition, LLC (Bankr. D. Del. Case No. 17-11794).
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, Ankura Consulting Group, LLC, is serving as financial
advisor, and Imperial Capital is serving as investment banker to
the Company.
The Skadden team includes Corporate Restructuring partners Lisa
Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle
Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as
Corporate Restructuring and Bankruptcy Litigation partner Anthony
Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking
partner Sarah Ward and associates Emily Stork, Shan Song (Chicago)
and Katherine Webb; Tax partner Brian Krause and associate Joseph
Soltis; and Corporate partner Richard Grossman (New York).
Epiq Bankruptcy Solutions is the claims and noticing agent and
maintains the Web site http://dm.epiq11.com/perfumania
PITTSBURGH CORNING: Nov. 9 Cimino Settlement Approval Hearing Set
-----------------------------------------------------------------
Provost Umphrey Law Firm on Oct. 19, 2017, disclosed that in 1990,
a group of refinery and chemical plant workers with individual
asbestos cases pending in the Eastern District of Texas were
consolidated, and then certified as a class against Pittsburgh
Corning Corporation ("PCC") and other asbestos defendants. There
followed a multi-phase process, including one trial for the ten
(10) class representatives; damage trials for one hundred-sixty
(160) claimants ("the Phase III Claimants"); and extrapolation
awards for the two thousand one hundred and twenty-eight (2,128)
remaining claimants based on the Phase III damage trials ("the
Extrapolation Claimants"). The Phase III and Extrapolation
Claimants are subject to this notice and the proposed settlement of
their claims against the PCC Asbestos Trust.
As a result of PCC having filed for bankruptcy in 2000, this
lawsuit is pending in the Bankruptcy Court for the Western District
of Pennsylvania (the "Court"). The presiding judge is the Hon.
Thomas P. Agresti.
All PCC asbestos claims, including those of the Cimino claimants,
were channeled for resolution and payment to a trust established
and funded by the PCC plan of reorganization as approved by the
bankruptcy court. That trust is referred to in this notice as "the
PCC Asbestos Trust" or "the Trust." Following the filing of claims
on behalf of the Cimino claimants with the PCC Asbestos Trust, the
Trust filed this action to Re-Open the PCC Bankruptcy for
Clarification of the Trust Distribution Procedures ("TDP")
governing asbestos claims against the Trust, specifically whether
the Cimino claims represent Pre-Petition Liquidated Claims under
the TDP.
Your interests in the lawsuit between the Trust and the Cimino
claimants have been represented by the Plaintiffs' attorneys who
are listed at the end of this document, including the Provost *
Umphrey Law Firm and Reaud, Morgan and Quinn of Beaumont, Texas.
The PCC Trust has agreed to settle the pending litigation and the
claims of the Cimino Claimants against the Trust. The Court has
scheduled a hearing on Thursday, November 9, 2017 at 10:00 a.m. to
approve the settlement. All Cimino claims against the PCC Asbestos
Trust will be fully resolved by the settlement agreement.
RECENT NOTICE TO CIMINO CLASS OF ASBESTOS CLAIMANTS
The Court recently approved a Notice of Motion For Approval of
Settlement which was mailed to the individual Cimino claimants or
their representatives on Friday, September 29, 2017 by the Notice
Administrator. If you are a Cimino claimant, or a representative
of a Cimino claimant, and you have not received the Notice, please
contact the Notice Administrator at (844) 344-7143.
QUESTIONS
If you have any questions about the Notice of Settlement or your
individual settlement amount, please contact one of your attorneys
listed below:
Bryan O. Blevins, Jr.
Provost * Umphrey Law Firm L.L.P.
490 Park Street, P.O. Box 4905
Beaumont, Texas 77701
Tel: 800-331-4369
Fax: 409-838-8888
Glen W. Morgan
Reaud, Morgan & Quinn L.L.P.
801 Laurel Street
Beaumont, TX 77701
Tel: 888-979-2186
Fax: 409-833-8236
Joseph F. Rice,
Motley Rice, LLC
28 Bridgeside Blvd.
Mount Pleasant, SC 29464
Tel: 843-216-9000
Fax: 843-216-9450
About Pittsburgh Corning Corporation
Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos. At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.
PCC's balance sheet at Sept. 30, 2012, showed $29.4 billion in
total assets, $7.52 billion in total liabilities and $21.9 billion
in total equity.
The Hon. Judge Thomas Agresti handled the bankruptcy case. Reed
Smith LLP served as counsel and Deloitte & Touche LLP as
accountants to the Debtor.
The U.S. Trustee appointed a Committee of Unsecured Trade Creditors
on April 28, 2000. The Bankruptcy Court authorized the retention
of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to the
Committee of Unsecured Trade Creditors, and Pascarella & Wiker,
LLP, as financial advisor.
The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000. The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.
The Asbestos Committee was represented by Douglas A. Campbell,
Esq., and Philip E. Milch, Esq., at Campbell & Levine, LLC; and
Peter Van N. Lockwood, Esq., Leslie M. Kelleher, Esq., and Jeffrey
A. Liesemer, Esq., at Caplin & Drysdale, Chartered.
On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative. The
Bankruptcy Court authorized the retention of Meyer, Unkovic & Scott
LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as his
special counsel, and Analysis, Research and Planning Corporation as
his claims consultant. The FCR was later represented by Joel M.
Helmrich, Esq., at Dinsmore & Shohl LLP; and James L. Patton, Jr.,
Esq., Edwin J. Harron, Esq., and Sara Beth A.R. Kohut, Esq., at
Young Conaway Stargatt & Taylor, LLP.
In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.
On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when it
denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.
As reported by the TCR on April 25, 2012, Pittsburgh Corning, which
is a joint venture between Corning Inc. and PPG Industries Inc.,
filed another amendment to its reorganization plan.
In 2014, Pittsburgh Corning disclosed that its Modified Third
Amended Plan of Reorganization has been confirmed by the U.S.
District Court for the Western District of Pennsylvania, effective
Oct. 1. The confirmation affirmed a May 2013 ruling by the U.S.
Bankruptcy Court for the Western District of Pennsylvania.
In April 2016, Pittsburgh Corning disclosed that its Modified Third
Amended Plan became effective as of April 27, and the Company
emerged from Chapter 11 bankruptcy.
The confirmed Plan of Reorganization established a trust valued in
excess of $3.5 billion to assume all asbestos-related liabilities
and resolve all asbestos personal injury claims. The trust is to
be funded by Pittsburgh Corning, its shareholders PPG Industries
Inc. and Corning Incorporated, and participating insurance
carriers.
PITTSFIELD DEVELOPMENT: Has Until Jan. 5 to File Exit Plan
----------------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended, at the behest of
Pittsfield Development LLC, the Debtor's exclusive periods to file
a Chapter 11 plan and solicit acceptance of the plan through Jan.
5, 2018, and March 2, 2018, respectively.
As reported by the Troubled Company Reporter on Oct. 13, 2017, the
Debtor sought the extension, saying it is negotiating with
creditors and working on a plan. The Debtor is working to resolve
claim objections and to draft its exit plan. So that Debtor can
finish those tasks, it seeks a two-month extension of the
exclusivity period.
About Pittsfield Development LLC
Pittsfield Development LLC, owner of approximately one-third of the
Pittsfield Building at 55 East Washington, Chicago, filed a Chapter
11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-09513) on
March 26, 2017. Robert Danial, its manager, signed the petition.
The Debtor disclosed total assets of $2.34 million and total
liabilities of $8.76 million.
The Hon. Jacqueline P. Cox presides over the case. Factor Law
serves as counsel to the Debtor. The Debtor tapped Kenneth W.
Pilota P.C. as special real estate tax counsel; Thompson Coburn
LLP, as special real estate tax appeal counsel; and Imperial Realty
Company, as real estate broker.
PLAIN LEASING: Committee Hires Kim & Min as Special Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Plain Leasing,
Inc. seeks authority from the United States Bankruptcy Court for
the Central District of California to employ the Law Firm of Kim &
Min as special counsel.
Eileen Shin, Esq. of K&M, will be primarily acting as a translator
for the Committee and is a native Korean speaker. She has worked
at various law firms in California, including K&M, and law firms in
Korea. Ms. Shin will not be making appearances for drafting
pleadings for the Committee. She will simply be acting as a
translator as the Committee deems her services necessary.
Eileen Shin, Esq. will be paid $300 per hour for her services.
She assures the Court that neither K&M nor the professionals
employed by K&M hold or represent any interest adverse to the
Debtor, any creditors, or this Chapter 11 case that would impair
K&M's ability to perform professional services for the Committee
objectively, in accordance with Section 327 of the Bankruptcy Code;
or have any connection with creditors or other parties-in-interest
relating to the Debtor or this Chapter 11 case.
The Counsel can be reached through:
Eileen Jaiyoung Shin, Esq.
3470 Wilshire Blvd., Suite 950
Los Angeles, CA 90010
Tel: 213-251-9400
Email: ejshin@kimminlaw.com
About Plain Leasing
Plain Leasing, Inc., which rents out trucks and chassis, filed a
Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-12539)
on March 2, 2017, estimating under $1 million in both assets and
liabilities. The Debtor's counsel is Joon M. Khang, Esq., at Khang
& Khang LLP.
POTLATCH CORP: Moody's Puts Ba1 CFR Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the Ba1 corporate family rating
(CFR), Ba1-PD probability of default rating (PDR) and the Ba1
senior unsecured debt ratings of Potlatch Corporation (Potlatch)
under review for upgrade. The review follows the company's
announcement that it has signed an agreement to merge with Deltic
Timber Corporation (unrated), a southern timberland and wood
products company, in a stock-for-stock merger valued at
approximately $1 billion.
"The review for upgrade reflects the increased scale and
diversification of the combined companies, while maintaining strong
timber asset coverage over 2x and proforma leverage of around 4x"
said Ed Sustar, Moody's Senior Vice President.
On Review for Upgrade:
Issuer: Potlatch Corporation
-- Probability of Default Rating, Placed on Review for Upgrade,
currently Ba1-PD
-- Corporate Family Rating, Placed on Review for Upgrade,
currently Ba1
-- Senior Unsecured Debt, Placed on Review for Upgrade, currently
Ba1(LGD4)
-- Issuer: Nez Perce (County of) ID
-- Senior Unsecured Revenue Bonds, Placed on Review for Upgrade,
currently Ba1
Outlook Actions:
-- Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
Moody's review will focus on the anticipated operating and
financial performance of the combined company and will assess the
size, pace and allocations of realizable cost synergies.
Post-closing credit metrics will take into consideration the impact
of converting Deltic Timber into a timber-REIT, the potential
impact of any debt that may need to be refinanced and the impact of
the company's increased dividend rate. The review will also assess
the integration process and liquidity position of the combined
company. The review may result in the confirmation of Potlatch's
existing ratings.
The acquisition is expected to close in the first half of 2018 and
is subject to shareholder approval and other customary closing
conditions.
The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.
Headquartered in Spokane, Washington, Potlatch is a Real Estate
Investment Trust (REIT) which owns approximately 1.4 million acres
of timberlands and five wood products manufacturing facilities that
produce lumber and plywood.
Headquartered in El Dorado, Arkansas, Deltic Timber owns
approximately 530 thousand acres of timberland in Arkansas and
Louisiana and three wood products manufacturing facilities that
produce lumber and medium density fiberboard.
PRECISION CASTING: Latest Plan to Pay Unsecureds from Creditor Fund
-------------------------------------------------------------------
Precision Casting Prototypes & Engineering, Inc., filed with the
U.S. Bankruptcy Court for the District of Colorado its corrected
first amended plan of reorganization dated Sept. 12, 2017.
Class 12 is under the latest plan comprised of all creditors who
hold Allowed Unsecured Claims against the Debtor. Class 12
creditors will receive pro-rata distributions on an annual basis
from the Debtor's Creditor Fund within 30 days of each anniversary
of the Effective Date for a period of six years. Class 12 is
impaired under the Plan.
The initial version of the plan stated that Class 12 will receive
pro-rata distributions on an annual basis from the Debtor's Net
Available Cash Fund.
The payments under the Plan shall come from the cash flow of the
Reorganized Debtor generated by the Reorganized Debtor's business
operations. On the due date for payments, the Debtor will
immediately distribute the required amount to each claimant holding
an Allowed Secured, Priority or Unsecured Claim and escrow the
required amounts for each creditor holding a Contested Claim.
The Troubled Company Reporter previously reported that the Debtor
is administratively solvent. The Debtor's financial projections
show that the Debtor will have sufficient annual cash flow to pay
all unsecured creditors in full over the Plan's life. The Debtor is
in the early stages of reestablishing profitable operations. The
Debtor has also employed and project manager to more closely
supervise each customer project to make sure it meets the
customer's requirements and is profitable for the Company. Based
upon its recent turnaround since filing for relief, the Debtor
expects to see by steady growth during the life of the Plan.
A copy of the Corrected First Amended Plan is available at:
http://bankrupt.com/misc/cob16-20113-165.pdf
About Precious Casting
Precision Casting Prototypes & Engineering, Inc., is a veteran
owned foundry and machine shop in Colorado serving the entire
United States. It operates at a leased property at 7501 East
Dahlia Street in Commerce City, Colorado.
Precise Cast specializes in rapid prototyping and the precision
casting and machining of aluminum, magnesium, and zinc parts
primarily for Fortune 500 companies in the aerospace, defense,
automotive, commercial vehicle, electronic, and medical device
industries.
The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No.
16-20113) on Oct. 13, 2016. The petition was signed by Craig R.
Reeves, president. The Debtor is represented by Kenneth J.
Buechler, Esq., at Buechler & Garber, LLC. The case is assigned to
Judge Thomas B. McNamara.
The Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in debt at the time of the filing.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Precision Casting Prototypes &
Engineering, Inc. as of November 9, according to a court docket.
PRIMUS WHEELER: Hires Taylor Auction & Realty as Auctioneer
-----------------------------------------------------------
Primus Wheeler, Jr., dba A1 Healthcare, seeks authorization from
the U.S. Bankruptcy Court for the Southern District of Mississippi
to employ Benny Taylor of Taylor Auction & Realty, Inc. as
auctioneer.
The Debtor has approximately 61.8 acres located in Tallahatchie
County, Mississippi that Benny Taylor of Taylor Auction & Realty,
Inc. will market and auction.
Taylor Auction & Realty, Inc. will receive a 10% commission on the
auction of the 61.8 acres plus advertising cost.
Benny Taylor of Taylor Auction & Realty, Inc. attests that he does
not represent any interest adverse to the debtor or its Estate and
he has no connection with any creditor, any other party in
interest, its respective accountants and attorneys, the United
States Trustee, or any person employed in the Office of the Unites
States Trustee.
The Firm can be reached through:
Benny Taylor
Taylor Auction & Realty, Inc.
15488 Highway 51 North
P. O. Box 357
Grenada, MS 38902
Phone: (662) 226-2080
About Primus Wheeler, Jr.
Primus Wheeler, Jr., an individual, dba A1 Healthcare, filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No.
17-00354) on Feb. 2, 2017, estimating assets and liabilities below
$1 million. The Debtor is in control of his assets and is managing
and operating his business.
J. Walter Newman, IV, Esq., at Newman & Newman, serves as
bankruptcy counsel to the Debtor.
RFI MANAGEMENT: Unsecureds to Recoup 100% in 8 Quarterly Payments
-----------------------------------------------------------------
RFI Management, Inc. filed with the U.S. Bankruptcy Court for the
Middle District of North Carolina a small business disclosure
statement explaining its plan of reorganization dated Sept. 25,
2017.
General unsecured creditors are classified in Classes 2 and 3 and
will receive a distribution of 100% of their allowed claims, to be
distributed in 8 quarterly payments, beginning with the 6th
quarterly payment that becomes due under the Plan.
Payments and distributions under the Plan will be funded by cash
flow from operations. The Plan Proponent believes that the Debtor
will have enough cash on hand and cash flow to fund the Plan. Plan
payments are equal to $6,800 per month, the amount that the Debtor
has consistently paid since filing to Swift Capital as adequate
protection payments.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ncmb17-80247-144.pdf
About RFI Management
RFI Management, Inc., works as a subcontractor installing flooring
products and wall materials, principally in hotel properties across
the United States and in Puerto Rico.
RFI Management filed a Chapter 11 bankruptcy petition (Bankr.
M.D.N.C. Case No. 17-80247) on March 29, 2017. Edward Rosa,
President, signed the petition. At the time of filing, the Debtor
estimated assets and liabilities between $100,000 and $500,000.
James C. White, Esq. and Michelle M. Walker, Esq., at Parry Tyndall
White, serve as counsel to the Debtor. Padgett Business Services
of NC is the Debtor's accountant.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
RIDESHARE PORT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rideshare Port Management, LLC
5757 W. Century Blvd, Suite 700
Los Angeles, CA 90045
Type of Business: Rideshare Port Management LLC's industry is
listed as other transit and ground passenger
transportation.
Chapter 11 Petition Date: October 23, 2017
Case No.: 17-22974
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Ernest M. Robles
Debtor's Counsel: Sandford L. Frey, Esq.
LEECH TISHMAN FUSCALDO & LAMPL, INC.
633 W. Fifth Street, 48th Floor
Los Angeles, CA 90071
Tel: 213-246-4970
Fax: 213-640-4002
E-mail: sfrey@leechtishman.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joea Rattan, managing member.
A full-text copy of the petition containing, along with a list of
20 largest unsecured creditors, is available for free at
http://bankrupt.com/misc/cacb17-22974.pdf
ROBERT MOULTRIE: $604K Sale of 131 Acres of Meriwether Land Okayed
-------------------------------------------------------------------
Judge W. Homer Drake of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized Robert Lynch Moultrie, Sr.'s sale of
131 acres of land in Meriwether County, Georgia to Larlib Land for
$603,732.
A hearing on the Motion was held on Oct. 18, 2017.
In consideration of the consent of Vance and Vicky Riggins to the
sale, $402,500 will be paid from the sale proceeds directly to the
Riggins as full and final satisfaction of all indebtedness owed to
them secured by the subject real property, and the Riggins shall
withdraw their proof(s) of claim filed against the Debtor's
estate.
In consideration of Synovus Bank's consent to the sale, the
remaining balance of the sale proceeds after the payment of the
Riggins will be paid directly to Synovus Bank, formerly known as
Columbus Bank and Trust Co., as successor in interest through name
change and by merger with Bank of North Georgia, and formerly known
as Columbus Bank and Trust Co. as successor in interest through
name change and by merger with First Commercial Bank, an Alabama
Banking corporation, to be credited to the debt(s) secured by the
subject real property.
Robert Lynch Moultrie, Sr., from Woodbury, Georgia, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
17-11208) on June 6, 2017. Howard D. Rothbloom, Esq., at The
Rothbloom Law Firm, serves as the Debtor's bankruptcy counsel.
ROOSEVELT BROWN: Hires Marc Voisenat as Bankruptcy Counsel
----------------------------------------------------------
Roosevelt Brown, LLC, seeks approval from the United States
Bankruptcy Court for the Northern District of California to hire
Marc Voisenat as general bankruptcy counsel.
The legal services to be provided by Mr. Voisenat are:
a. file schedules, chapter 11 plan, disclosure statement and
amended schedules and plan, if necessary;
b. appear at Meeting of creditors and Initial Debtor
Interview;
c. make court appearances;
d. make any necessary objects on disputed debts; and
e. file Adversary Proceeding, Conversion to Chapter 7, and
Motion to dismiss, if necessary.
Mr. Voisenat will be employed on an hourly basis plus costs and
expenses. The proposed hourly rate is $400.00 per hour.
Mr. Voisenat attests that he does not hold or represent an interest
adverse to this estate and does not have any connections with the
debtor, creditors, or any other party in interest in this case,
their respective attorneys or accountants, the United States
Trustee or any person employed in the office of the United States
Trustee.
Mr. Voisenat can be reached through:
Marc Voisenat
Law Offices of Marc Voisenat
2329A Eagle Ave.
Alameda, CA 94501
Phone: (510) 263-8664
Email: voisenatecf@gmail.com
About Roosevelt Brown, LLC
Based in Anderson, California, Roosevelt Brown, LLC, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-42450) on
September 27, 2017. Marc Voisenat at Law Offices of Marc Voisenat
represents the Debtor as counsel. The Debtor estimated assets and
liabilities below $1 million.
ROOT9B HOLDINGS: Nasdaq Stays Delisting Pending Appeal Decision
---------------------------------------------------------------
The Nasdaq Hearings Panel, on Oct. 16, 2017, granted root9B
Holdings, Inc.'s request to extend the stay of suspension pending a
hearing on Nov. 16, 2017, and issuance of a final Panel decision.
On Oct. 3, 2017, root9B Holdings appealed the delisting
determination to the Panel and was informed that a hearing date had
been set for Nov. 16, 2017.
On Oct. 13, 2017, the Company submitted an extension of the stay of
delisting. The Company asked that the stay be extended until the
Panel issues a final decision on the matter.
The Company said it continues to have no operating assets and no
ability to generate revenue. There can be no assurance the Company
will be successful in its' appeal or regain compliance with
Nasdaq's rules.
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.
SCOTT SWIMMING: Unsecured Claims Reduced to $107K Under New Plan
----------------------------------------------------------------
Scott Swimming Pools, Inc., filed with the U.S. Bankruptcy Court
for the District of Connecticut a first amended disclosure
statement in connection with its proposed reorganization plan.
The first amended plan asserts that each holder of an Allowed Class
2 Claim will receive property or payments of a value, as of the
effective date of the plan, which is not less than what the holder
would receive if the debtor's estate were liquidated under Chapter
7. Noninsider unsecured claims total approx. $107,771. The Debtor
will pay 100% of allowed claims in class 2 over a maximum period of
60 months with payments commencing 90 days after the effective date
of the Plan. Payments will be made on at least a quarterly basis or
sooner at the Debtor's sole discretion.
Unsecured insider claims owed to James M. Scott Associates Inc. and
to James Scott will be subordinated to Class 2 & 3 creditors and
will not receive payment unless and until all other allowed claims
are first paid in full. Holders of allowed claims in Class 2 are
impaired.
The Troubled Company Reporter previously reported that general
unsecured creditors asserted a total of $110,000 in claims.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/ctb15-50094-489.pdf
About Scott Swimming Pools
Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs,
sells and services swimming pools. Its offices and property are
located at 75 Washington Road, Woodbury, CT.
Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn.
Case No. 15-50094) on Jan. 22, 2014. James M. Scott, the Company's
president, signed the petition.
The case is assigned to Judge Alan H.W. Shiff.
The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and
Friedman, P.C., as bankruptcy counsel.
The Debtor disclosed that it owed creditors $3.79 million.
SEADRILL LTD: Ad Hoc Bondholders Group File Verified Statement
--------------------------------------------------------------
Certain beneficial holders, or investment advisors or managers of
beneficial holders of (i) the 5⅝% Senior Notes due 2017 (the
"Seadrill 2017 Notes") issued by Seadrill Limited, (ii) the 6.125%
Senior Notes due 2020 (the "Seadrill 2020 Notes") issued by
Seadrill, (iii) the FRN Seadrill Limited Senior Unsecured Bond
Issue 2013/2018 (the "Seadrill NOK Notes") issued by Seadrill, (iv)
the FRN Seadrill Limited Senior Unsecured Bond Issue 2014/2019 (the
"Seadrill SEK Notes") issued by Seadrill, (v) the 6.25% Senior
Notes due 2019 (the "NADL 2019 Notes") issued by North Atlantic
Drilling Ltd. ("NADL"), and/or (vi) the FRN North Atlantic Drilling
Limited Bond Issue 2013/2018 (the "NADL NOK Notes") issued by NADL
and guaranteed by Seadrill, submitted on Oct. 23, 2017, a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure.
In September 2017, the Ad Hoc Group of Unsecured Noteholders
retained Stroock & Stroock & Lavan LLP as counsel in connection
with the restructuring of the Debtors and the Debtors' chapter 11
cases pending before the Court. In October 2017, the Ad Hoc Group
of Unsecured Noteholders retained Baker Botts LLP as co-counsel, in
connection with the restructuring of the Debtors and the Chapter 11
Cases.
Stroock and Baker Botts have been advised by the members of the Ad
Hoc Group of Unsecured Noteholders that, as of October 20, 2017,
the individual members of the Ad Hoc Group of Unsecured Noteholders
(and/or their affiliates and/or managed funds or accounts) hold, or
are the investment advisors or managers for funds or accounts that
hold, in the aggregate, claims against or interests in the Debtors
arising from one or more of the following: (i) the Seadrill 2017
Notes, (ii) the Seadrill 2020 Notes, (iii) the Seadrill NOK Notes,
(iv) the Seadrill SEK Notes, (v) the NADL 2019 Notes, (vi) the NADL
NOK Notes, (vii) the common stock of Seadrill (the "Seadrill
Equity"), and/or (viii) the common stock of NADL (the "NADL
Equity").
The firms can be reached at:
Ian E. Roberts, Esq.
C. Luckey McDowell, Esq.
Ian E. Roberts, Esq.
BAKER BOTTS LLP
2001 Ross Avenue
Dallas, TX 75201
Telephone: (214) 953-6500
Facsimile: (214) 953-6503
- and -
Kristopher M. Hansen, Esq.
Erez E. Gilad, Esq.
Jonathan D. Canfield, Esq.
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
Telephone: (212) 806-5400
Facsimile: (212) 806-6006
The name, address and the nature and amount of the disclosable
economic interests held or managed by each member of the Ad Hoc
Group of Unsecured Noteholders in the aggregate, in relation to the
Debtors as of October 20, 2017 are:
1. 683 Capital Partners, LP
3 Columbus Circle
New York, NY 10019
* $26,750,000 principal amount of Seadrill 2017 Notes
* $4,500,000 principal amount of Seadrill 2020 Notes
* $3,000,000 principal amount of NADL 2019 Notes
* 552,800 shares of Seadrill Equity
* Put options w/ resp. to 6,924,100 shares Seadrill Equity
2. Atlant Fonder AB
Sveavägen 47 1 tr
113 59 Stockholm, Sweden
* SEK 50,000,000 principal amount of Seadrill SEK Notes
3. Berling Capital Oy
c/o Core Capital Management S.A.
46, Place Guillaume II
L-1648 Luxembourg
* $500,000 principal amount of Seadrill 2017 Notes
4. BFAM Partners (Hong Kong) Ltd.
148 Electric Road, Suite 3501, 35th Floor
North Point, Hong Kong SAR
* $4,000,000 principal amount of Seadrill 2017 Notes
* $8,825,000 principal amount of Seadrill 2020 Notes
5. Black Diamond Arbitrage Offshore Ltd.
c/o Carlson Capital, L.P.
2100 McKinney Avenue, Suite 1800
Dallas, Texas 75201
* $802,000 principal amount of Seadrill 2017 Notes
* $692,000 principal amount of Seadrill 2020 Notes
6. Double Black Diamond Offshore Ltd.
c/o Carlson Capital, L.P.
2100 McKinney Avenue, Suite 1800
Dallas, Texas 75201
* $9,131,000 principal amount of Seadrill 2017 Notes
* $7,855,000 principal amount of Seadrill 2020 Notes
7. Black Diamond Offshore Ltd.
c/o Carlson Capital, L.P.
2100 McKinney Avenue, Suite 1800
Dallas, Texas 75201
* $1,167,000 principal amount of Seadrill 2017 Notes
* $1,003,000 principal amount of Seadrill 2020 Notes
8. Carmignac Gestion S.A.
24 place Vendôme
75001 Paris, France
* $62,428,000 principal amount of NADL 2019 Notes
9. Cedarview Capital Management, L.P.
One Penn Plaza, 45th Floor
New York, NY 10119
* $1,800,000 principal amount of Seadrill 2017 Notes
10. City Financial Investment Company Limited
62 Queen Street
London EC4R 1EB, United Kingdom
* $7,000,000 principal amount of Seadrill 2017 Notes
* NOK 25,000,000 principal amount of Seadrill NOK Notes
11. DnB High Yield
c/o DnB Asset Management
Dronning Eufemias gate 30
N-0021 Oslo, Norway
* $10,450,000 principal amount of Seadrill 2017 Notes
* $4,202,000 principal amount of Seadrill 2020 Notes
* SEK 10,000,000 principal amount of Seadrill SEK Notes
12. DnB High Yield SICAV
c/o DnB Asset Management
Dronning Eufemias gate 30
N-0021 Oslo, Norway
* $2,810,000 principal amount of Seadrill 2017 Notes
13. Nordic High Income Bond Fund
c/o DnB Asset Management
Dronning Eufemias gate 30
N-0021 Oslo, Norway
* $945,000 principal amount of Seadrill 2017 Notes
* SEK 4,000,000 principal amount of Seadrill SEK Notes
13. Fidelidade – Companhia de Seguros, S.A.
Largo do Calhariz 30 - 3º (Edifício Palmela)
1249-001 Lisboa, Portugal
* $70,000,000 principal amount of Seadrill 2017 Notes
14. Roc Oil Company Limited
Level 12, 20 Hunter Street
Sydney NSW 2000, Australia
* $5,000,000 principal amount of Seadrill 2017 Notes
15. Frost Investment Advisors, LLC
100 W. Houston Street, 15th Floor
San Antonio, TX 78205
* $10,050,000 principal amount of Seadrill 2017 Notes
16. Graham Capital Management, L.P.
40 Highland Avenue
Norwalk, CT 06853
* $7,925,000 principal amount of Seadrill 2017 Notes
* $14,180,000 principal amount of Seadrill 2020 Notes
* $8,241,000 principal amount of NADL 2019 Notes
* 626,403 shares of Seadrill Equity (short)
* Call options w/ resp. to 9,375,000 shares Seadrill Equity
17. Mr. Juho Halinen
c/o Core Capital Management S.A.
46, Place Guillaume II
L-1648 Luxembourg
* $200,000 principal amount of Seadrill 2017 Notes
18. Hawkeye Capital Management, LLC
1251 Avenue of the Americas, 8th Floor
New York, NY 10020
* $3,000,000 principal amount of Seadrill 2017 Notes
19. If P&C Insurance (ltd)
Barks väg 15
SE-106 80 Stockholm, Sweden
* $14,500,000 principal amount of Seadrill 2020 Notes
* NOK 17,000,000 principal amount of Seadrill NOK Notes
* SEK 179,000,000 principal amount of Seadrill SEK Notes
* $20,500,000 principal amount of NADL 2019 Notes
* NOK 127,000,000 principal amount of NADL NOK Notes
20. Income Partners Asset Management (HK) Ltd.
Suite 3311-3313, Two IFC
8 Finance Street
Central, Hong Kong SAR
* $6,000,000 principal amount of Seadrill 2017 Notes
* $2,950,000 principal amount of Seadrill 2020 Notes
21. Insparo Asset Management Ltd.
Woolworth House
242-246 Marylebone Road
London NW1 6JQ, United Kingdom
* $14,681,000 principal amount of Seadrill 2017 Notes
22. Kite Lake Capital Management (UK) LLP
1 Knightsbridge Green, 6th Floor
London SW1X 7QA, United Kingdom
* $1,000,000 principal amount of Seadrill 2020 Notes
* NOK 7,000,000 principal amount of Seadrill NOK Notes
* 3,030,000 NOK shares of Seadrill Equity (short)
23. Mamore Holding B.V.
Oude Woudenbergse Zandweg 40
3707 AN Zeist, Netherlands
* $500,000 principal amount of Seadrill 2020 Notes
24. Mandatum Life Insurance Company Ltd.
Bulevardi 56
FI-00101 Helsinki, Finland
* $200,000 principal amount of Seadrill 2020 Notes
* NOK 41,000,000 principal amount of Seadrill NOK Notes
* $10,000,000 principal amount of NADL 2019 Notes
* NOK 25,000,000 principal amount of NADL NOK Notes
* 13,465 shares of Seadrill Equity
* 1,082 shares of NADL Equity
25. Mandatum Life SICAV-SIF - Mandatum Life Nordic High Yield
Total Return Fund
c/o Mandatum Life Fund Management S.A.
26-28, rue Edward Steichen
L-2540 Luxembourg
* $2,900,000 principal amount of NADL 2019 Notes
26. Mr. Alexey Mauergauz
7 Grosvenor Crescent
SW1X 7EE, London, UK
* $20,000,000 principal amount of Seadrill 2020 Notes
27. MP Pensjon PK
Postboks 665 Sentrum
0106 Oslo, Norway
* $7,100,000 principal amount of Seadrill 2017 Notes
* $12,280,000 principal amount of Seadrill 2020 Notes
* NOK 38,000,000 principal amount of Seadrill NOK Notes
* SEK 38,000,000 principal amount of Seadrill SEK Notes
* $6,000,000 principal amount of NADL 2019 Notes
* NOK 55,000,000 principal amount of NADL NOK Notes
* 1,540 shares of Seadrill Equity
* 33,520 shares of NADL Equity
28. New Generation Advisors, LLC
13 Elm Street, Suite 2
Manchester, MA 01944
* $5,300,000 principal amount of Seadrill 2017 Notes
* $16,750,000 principal amount of Seadrill 2020 Notes
29. Nine Masts Capital Limited
23/F Shanghai Commercial Bank Tower
12 Queen's Road
Central, Hong Kong
* $68,150,000 principal amount of Seadrill 2017 Notes
* $16,838,000 principal amount of NADL 2019 Notes
30. Partners Value Investments LP
181 Bay Street
Toronto, ON M5J 2T3
* $15,155,000 principal amount of Seadrill 2017 Notes
31. Phoenix Investment Adviser LLC
420 Lexington Avenue, Suite 2040
New York, NY 10170
* $6,500,000 principal amount of Seadrill 2017 Notes
* $7,000,000 principal amount of Seadrill 2020 Notes
32. Quaker Funds Inc.
1180 West Swedesford Road #150
Berwyn, PA 19312
* $550,000 principal amount of Seadrill 2017 Notes
33. Stillwater LLC
654 Madison Avenue, Floor 9
New York, NY 10065
* $2,000,000 principal amount of Seadrill 2017 Notes
34. Umo Capital Oy
c/o Core Capital Management S.A.
46, Place Guillaume II
L-1648 Luxembourg
* $300,000 principal amount of Seadrill 2017 Notes
35. Vertex One Asset Management Inc. on behalf of Vertex
Enhanced Income Fund (YVRF 4001002)
1021 W Hastings St #3200
Vancouver, BC V6E 0C3, Canada
* $2,500,000 principal amount of Seadrill 2017 Notes
36. Wilfrid Aubrey LLC
405 Lexington Ave # 3500
New York, NY 10174
* $1,000,000 principal amount of Seadrill 2017 Notes
* $1,000,000 principal amount of Seadrill 2020 Notes
About Seadrill Limited
Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Willkie Farr &
Gallagher LLP, serves as special counsel to the Debtors. Slaughter
and May has been engaged as corporate counsel, and Morgan Stanley
serves as co-financial advisor during the negotiation of the
restructuring agreement. Advokatfirmaet Thommessen AS serves as
Norwegian counsel. Conyers Dill & Pearman serves as Bermuda
counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors'
independent auditor; and Prime Clerk is their claims and noticing
agent.
The official committee of unsecured creditors formed in the case
has retained Kramer Levin Naftalis & Frankel LLP as counsel and
Cole Schotz P.C. as co-counsel.
SEADRILL LTD: Receives 2 Alternative Proposals from Bondholders
---------------------------------------------------------------
Offshore rig company Seadrill Ltd. has received two additional
non-binding proposals from bondholders for a debt restructuring
after the Norwegian firm filed for U.S. Chapter 11 bankruptcy
protection, court documents filed Oct. 20, 2017 show.
Before filing for bankruptcy, Seadrill struck a deal under which
largest shareholder Hemen Holding Ltd., certain affiliates of
Centerbridge Credit Partners L.P., and a syndicate of additional
financial institutions have committed to provide $1.06 billion in
new cash commitments to Seadrill as part of its Chapter 11
restructuring.
Seadrill Limited and certain of its subsidiaries in September 2017
commenced Chapter 11 proceedings after reaching an agreement on the
terms of a plan that would restructure $8 billion in debt and
provide the deepwater drilling contractor $1.06 billion of new
capital. Pursuant to the Restructuring Support Agreement (RSA),
secured lending banks have agreed to defer by five years the
maturities of all secured credit facilities totaling $5.7 billion.
The Company's $2.3 billion of unsecured bonds and other unsecured
claims will be converted into 15% of the post-restructured equity
with participation rights in both the new secured notes and equity,
and holders of Seadrill common stock will receive 2% of the
post-restructured equity. At the time of the bankruptcy filing,
the deal had the support of 97% of secured bank lenders and 40% of
bondholders.
In an Oct. 20 filing, Seadrill said the proposed deal has been
publicized and shopped to a broad array of both strategic and
financial investors as a market test. Two preliminary offers were
received from bondholders.
Seadrill said that the preliminary indications required plan
treatment of the secured credit facilities, a new capital raise of
at least $1.06 billion and conversion of unsecured claims into
equity with low unsecured creditor recovery based on the assumed
new money equity buy-in price.
In their objections to a proposal by a shareholder that an official
committee representing shareholders be formed in the case, Seadrill
and its official unsecured creditors said that even if the Debtors
pursue the alternative proposals, unsecured creditors would still
be impaired, thus shareholders are still not entitled to any
meaningful recovery.
"The Debtors have received Indications of Interest (the "IOIs")
from parties seeking to propose alternative restructuring
transactions to those provided for in the RSA. Each of the IOIs
also contemplates that unsecured creditors will be substantially
impaired. None suggests that the Debtors are solvent or provides
for a meaningful distribution to equity holders," counsel for the
Creditors Committee Michael D. Warner, Esq., at Cole Schotz, said.
"A substantial majority of the Debtors' creditors support the RSA,
even though the funded debt constituencies are impaired under the
Plan. These groups have every incentive to maximize their
recoveries in the restructuring, but there has been no proposal
that comes close to leaving them unimpaired. Based on the
extensive marketing efforts to date and the preliminary indications
of interest received last week, the Debtors do not expect that to
change. The market indicates that there is no viable restructuring
transaction under which holders of Seadrill Limited unsecured
claims will receive anything close to a full recovery. Equity,
therefore, is not entitled to a recovery," lawyer for Seadrill,
Matthew D. Cavenaugh, Esq., at Jackson Walker L.L.P., said.
A group of bondholders, identified as the Ad Hoc Group of Unsecured
Noteholders, have tapped Stroock & Stroock & Lavan LLP and Baker
Botts LLP as attorneys in the case. The group is comprised of 683
Capital Partners, LP, Atlant Fonder AB, Berling Capital Oy, BFAM
Partners (Hong Kong) Ltd., Black Diamond Arbitrage Offshore Ltd.,
Double Black Diamond Offshore Ltd., Cedarview Capital Management,
L.P., City Financial Investment Company Limited, DnB High Yield,
DnB High Yield SICAV, Nordic High Income Bond Fund, Nordic High
Income Bond Fund, Fidelidade - Companhia de Seguros, S.A., Roc Oil
Company Limited, Frost Investment Advisors, LLC, Graham Capital
Management, L.P., Juho Halinen, Hawkeye Capital Management, LLC, If
P&C Insurance (ltd), Income Partners Asset Management (HK) Ltd.,
Insparo Asset Management Ltd., Kite Lake Capital Management (UK)
LLP, Mamore Holding B.V., Mandatum Life Insurance Company Ltd.,
Mandatum Life SICAV-SIF - Mandatum Life Nordic High Yield Total
Return Fund Mr. Alexey Mauergauz, MP Pensjon PK, New Generation
Advisors, LLC, Nine Masts Capital Limited, Partners Value
Investments LP, Phoenix Investment Adviser LLC, Quaker Funds Inc.,
Umo Capital Oy, Vertex One Asset Management Inc., and Wilfrid
Aubrey LLC. Members of the Ad Hoc Group hold the 5.625% Senior
Notes due 2017 (the "Seadrill 2017 Notes") issued by Seadrill
Limited, (ii) the 6.125% Senior Notes due 2020 (the "Seadrill 2020
Notes") issued by Seadrill, (iii) the FRN Seadrill Limited Senior
Unsecured Bond Issue 2013/2018 (the "Seadrill NOK Notes") issued by
Seadrill, (iv) the FRN Seadrill Limited Senior Unsecured Bond Issue
2014/2019 (the "Seadrill SEK Notes") issued by Seadrill, (v) the
6.25% Senior Notes due 2019 (the "NADL 2019 Notes") issued by North
Atlantic Drilling Ltd. ("NADL"), and/or (vi) the FRN North Atlantic
Drilling Limited Bond Issue 2013/2018 (the "NADL NOK Notes") issued
by NADL and guaranteed by Seadrill.
Another group of bondholders identified as the Select Commitment
Parties -- comprised of GLG Partners LP, Aristeia Capital, L.L.C.,
Saba Capital Management, LP, and Whitebox Advisors LLC -- have
engaged Akin Gump Strauss Hauer & Feld LLP to represent them in
connection with the restructuring of the Debtors. The group holds
32.7% of the $843,000,000 Seadrill 2017 Notes outstanding; 4.89% of
the $479,000,000 Seadrill 2020 Notes; 22.2% of the $413,000,000
NADL 2019 Notes; 36.2% of the NOK1,800,000,000 Seadrill NOK Notes;
15.8% of the SEK1,500,000,000 Seadrill SEK Notes; and 44.2% of the
NOK1,500,000,000 NADL NOK Notes.
About Seadrill Limited
Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Willkie Farr &
Gallagher LLP, serves as special counsel to the Debtors. Slaughter
and May has been engaged as corporate counsel, and Morgan Stanley
serves as co-financial advisor during the negotiation of the
restructuring agreement. Advokatfirmaet Thommessen AS serves as
Norwegian counsel. Conyers Dill & Pearman serves as Bermuda
counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors'
independent auditor; and Prime Clerk is their claims and noticing
agent.
The official committee of unsecured creditors formed in the case
has retained Kramer Levin Naftalis & Frankel LLP as counsel and
Cole Schotz P.C. as co-counsel.
SEANERGY MARITIME: Jelco Delta Has 74% Equity Stake as of Sept. 27
------------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these reporting persons reported beneficial ownership
of shares of common stock of Seanergy Maritime as of Sept. 27,
2017:
Number of Percentage
Shares of Shares
Beneficially Beneficially
Name Owned Owned
---- ------------ ------------
Jelco Delta Holding Corp. 58,927,008 73.7%
Comet Shipholding Inc. 853,434 2.3%
Claudia Restis 59,780,442 74.7%
Seanergy granted a convertible promissory note to Jelco, dated
Sept. 27, 2017, in a principal amount of $13,750,000. Pursuant to
the Convertible Promissory Note, the outstanding principal amount
of the Convertible Promissory Note is convertible into shares of
Common Stock at any time at Jelco's option at a conversion price of
$0.90 per share. No borrowed funds were used as consideration for
the Convertible Promissory Note, other than funds borrowed from
affiliates of the Reporting Persons used for working capital
purposes in the ordinary course of business.
Claudia Restis may be deemed to beneficially own 58,927,008 shares
of Common Stock of the Issuer through Jelco and 853,434 shares of
Common Stock of the Issuer through Comet Shipholding Inc., each
through a revocable trust of which she is beneficiary. The shares
she may be deemed to beneficially own through Jelco include (i)
4,222,223 shares of Common Stock which Jelco may be deemed to
beneficially own, issuable upon exercise of a conversion option
pursuant to the Convertible Promissory Note dated March 12, 2015,
issued by the Issuer to Jelco, (ii) 23,516,667 shares of Common
Stock which Jelco may be deemed to beneficially own, issuable upon
exercise of a conversion option pursuant to the Convertible
Promissory Note dated Sept. 7, 2015, as amended, issued by the
Issuer to Jelco, and (iii) 15,277,778 shares of Common Stock which
Jelco may be deemed to beneficially own, issuable upon exercise of
a conversion option pursuant to the Convertible Promissory Note
dated Sept. 27, 2017, issued by the Issuer to Jelco.
A full-text copy of the regulatory filing is available at:
https://is.gd/ZuxSmm
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 June 30, 2017, Seaneargy had US$280.24 million in total
assets, US$255.92 million in total liabilities and US$24.31 million
in total stockholders' equity.
SEANERGY MARITIME: Will Sell $20 Million Common Shares
------------------------------------------------------
Seanergy Maritime Holdings Corp. filed a Form F-1 registration
statement with the Securities and Exchange Commission in connection
with a proposed offering of shares of its common stock with an
aggregate offering price of $20 million. The Company's common
shares are listed on the Nasdaq Capital Market under the symbol
"SHIP". On Oct. 19, 2017, the last reported sale price of its
common shares was $1.22 per share. The Company intends to use the
net proceeds of this offering for the acquisition of vessels in
accordance with its growth strategy and for general corporate
purposes. A full-text copy of the preliminary prospectus is
available for free at https://is.gd/qsiHmJ
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 June 30, 2017, Seaneargy had US$280.24 million in total
assets, US$255.92 million in total liabilities and US$24.31 million
in total stockholders' equity.
SEARS HOLDINGS: Secures $140 Million Loan from JPP Lenders
----------------------------------------------------------
Sears Holdings Corporation, through entities wholly-owned and
controlled, directly or indirectly by the Company, has obtained an
aggregate of $140 million funding from with JPP, LLC and JPP II,
LLC, pursuant to a Second Amended and Restated Loan Agreement,
which amended and restated its Amended and Restated Loan Agreement,
dated as of Oct. 4, 2017. The aggregate principal amount
outstanding under the Second Amended and Restated Loan Agreement
was $524.1 million.
Mr. Edward S. Lampert, the Company's chief executive officer and
chairman, is the sole stockholder, chief executive officer and
director of ESL Investments, Inc., which controls JPP, LLC and JPP
II, LLC. Subject to the satisfaction of certain conditions,
including pledging additional properties or other assets as
collateral, up to an additional $60 million may be drawn by the
Company prior to Nov. 17, 2017. The Incremental Loans will all
mature on the earlier of May 17, 2018, and 181 days following the
date on which an Additional Incremental Loan is made. The
remainder of the loans under the Second Amended and Restated Loan
Agreement continue to mature on July 20, 2020. The Company expects
to use the proceeds of the Incremental Loans for general corporate
purposes.
The Incremental Loans have an annual interest rate of 11%, with
accrued interest payable monthly. No upfront or funding fees will
be paid in connection with the Incremental Loans. As with the
existing loans under the Second Amended and Restated Loan
Agreement, the Second Incremental Loan is guaranteed by the
Company. The loans under the Second Amended and Restated Loan
Agreement are currently secured by 66 real properties owned by the
Borrowers.
The Second Amended and Restated Loan Agreement includes certain
representations and warranties, indemnities and covenants,
including with respect to the condition and maintenance of the real
property collateral. The Second Amended and Restated Loan
Agreement has certain events of default, including (subject to
certain materiality thresholds and grace periods) payment default,
failure to comply with covenants, material inaccuracy of
representation or warranty, and bankruptcy or insolvency
proceedings. If there is an event of default, the Lenders may
declare all or any portion of the outstanding indebtedness to be
immediately due and payable, exercise any rights they might have
under the Second Amended and Restated Loan Agreement and related
documents (including against the collateral), and require the
Borrowers to pay a default interest rate equal to the greater of
(i) 2.5% in excess of the base interest rate and (ii) the prime
rate plus 1%.
The Second Amended and Restated Loan Agreement permits the Lenders
to syndicate or participate all or a portion of the outstanding
loans, and the Lenders have advised the Borrowers that they are
amenable to syndicating all or a portion of the Incremental Loans
to third parties on the same terms.
About Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000
full-line and specialty retail stores in the United States and
Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $2.22 billion on $22.13
billion of revenues for the fiscal year 2016, compared to a net
loss of $1.12 billion on $25.14 billion of revenues for the fiscal
year 2015. As of July 31, 2017, Sears Holdings had $8.35 billion
in total assets, $12 billion in total liabilities and a total
deficit of $3.65 billion.
* * *
In January 2017, Fitch Ratings affirmed the Long-term Issuer
Default Ratings (IDR) on Sears Holdings and its various subsidiary
entities (collectively, Sears) at 'CC'.
In December 2016, that S&P Global Ratings affirmed its ratings,
including the 'CCC+' corporate credit rating, on Sears Holdings
Corp. "We revised our assessment of Sears' liquidity to less than
adequate from adequate based on the impact of continued and
meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
In January 2017, Moody's Investors Service downgraded Sears
Holdings' corporate family rating to 'Caa2' from 'Caa1'. Moody's
said Sears' 'Caa2' rating reflects the company's sizable operating
losses - Domestic Adjusted EBITDA was a loss of $884 million in the
latest 12 month period.
SERENITY HOMECARE: Hires Daenen Henderson as Accountant
-------------------------------------------------------
Serenity Homecare, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Western District of
Louisiana to employ Daenen Henderson & Company, LLC, as accountant
to the Debtor.
Serenity Homecare requires Daenen Henderson to:
-- provide accounting and bookkeeping services; and
-- prepare the monthly operating reports and tax returns.
Daenen Henderson will be paid at these hourly rates:
Partners $250
Manager $120
Sr. Staff Accountant $85
Jr. Staff Accountant $60
Paraprofessional $55
Administrative $45
Daenen Henderson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jackie Daenen, partner of Daenen Henderson & Company, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Daenen Henderson can be reached at:
Jackie Daenen
DAENEN HENDERSON & COMPANY, LLC
3818 Bayou Rapides Road
Alexandria, LA 71303
Tel: (318) 445-4585
About Serenity Homecare, LLC
Serenity Homecare, LLC, is a home health care service provider in
Alexandria, Louisiana. Serenity Homecare and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La.
Lead Case No. 17-80881) on Aug. 22, 2017. Thomas E. Cupples, II,
its member and manager, signed the petitions. Judge John W. Kolwe
presides over the cases.
Each of Serenity Homecare, Antigua Investments, Central Louisiana
Home, Cupples Holdings, Hospice Care of Avoyelles, Quality Home
Health I and Quality Home Health estimated under $50,000 in assets.
Serenity Homecare and Cupples Holdings estimated under $1 million
in liabilities. Antigua Investments estimated $1 million to $10
million in liabilities. Central Louisiana Home, Hospice Care of
Avoyelles and Quality Home Health I estimated under $500,000 in
liabilities. Quality Home Health estimated under $100,000 in
liabilities.
The Debtors tapped Gold, Weems, Bruser, Sues & Rundell, in
Alexandria, Louisiana, as counsel.
STOLLINGS TRUCKING: Selling Three Caterpillar Rock Trucks for $75K
------------------------------------------------------------------
Stollings Trucking Co., Inc., asks the U.S. Bankruptcy Court for
the Southern District of West Virginia to authorize the sale of (i)
1993 Caterpillar 777C Rock Truck, SN 4XJ00288; (ii) 1993
Caterpillar 777C Rock Truck, SN 4XJ00289; and (iii) 1996
Caterpillar 777C Rock Truck, SN 4XJ00904, to River Machinery Co.
for $75,000 ($25,000 each), subject to overbid.
The sale will be free and clear of liens with all liens to attach
to the proceeds. The Debtor acknowledges that the equipment is
subject to tax liens in favor of the Internal Revenue Service of
the United States of America and to the West Virginia State Tax
Department.
During the pendency of the case, the Debtor has incurred
administrative expenses for the services of its special counsel in
connection with an action before the West Virginia Surface Mine
Board; legal services for counsel for the Unsecured Creditors
Committee; and for a geotechnical expert, Barry Doss. It asks
permission to make a payment on those services from proceeds of
sale. The taxing authorities are being notified of the request.
The taxing authorities and secured creditors will receive adequate
protection in the form of continued efforts to redeem cash bonds
and pursue causes of action.
Any party interested in submitting an upset bid should file a
notice of upset bid with counsel for the Debtor, the counsel for
the Unsecured Creditors Committee and with the Office of the U.S.
Trustee. Any upset bid will be in an increment of at least $2,500
than the proposed minimum sale prices as referred to in the
aforementioned chart. All upset bids or objections should be filed
no later than Nov. 9, 2017.
A Notice of Motion has been served upon the Office of the U.S.
Trustee and all creditors in the case.
The Debtor believes that the terms of the offers are fair to the
Debtor's estate. The sale is in the best interest of the Debtor
and the Debtor's estate and secured taxing authorities for the
Debtor to sell the equipment.
The Purchaser:
RIVER MACHINERY CO.
83 Isabelle Ln.
Garner, KY 41817
About Stollings Trucking
Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, it 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. 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.
STRATEGIC MATERIALS: S&P Assigns 'B' CCR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Houston–based Strategic Materials Holdings Corp. The outlook is
stable.
S&P said, "Simultaneously, we assigned our 'B' issue-level rating
to the company's proposed first-lien facilities (consisting of a
$40 million revolving credit facility and $235 million first-lien
term loan). The recovery rating is '3', indicating our expectation
of meaningful (50%-70%; rounded estimate: 60%) recovery for lenders
in the event of a payment default.
"We also assigned our 'CCC+' issue-level rating to the company's
proposed $80 million second-lien term loan. The recovery rating is
'6', indicating our expectation of negligible (0%-10%; rounded
estimate: 5%) recovery in the event of a default.
"Our ratings on Strategic Materials' reflect our view of the
company's small size in the highly competitive and fragmented North
American environmental services market, very meaningful customer
and supplier concentration, narrow scope of operations, limited
product offering, high leverage, and potential for aggressive
financial policies stemming from the company's financial sponsor
ownership. In our view, these constraints are only partially
mitigated by the company's stable end markets, long-term customer
relationships, a highly variable cost structure, relatively
attractive EBITDA margins, and favorable secular trends around
using cullet (crushed recovered glass) in the glass manufacturing
process. This provides good prospects for growth over the next
several years.
"The stable outlook on Strategic Materials reflects our expectation
that stable glass packaging volumes in North America, secular
trends around using cullet in glass manufacturing, and a variable
cost structure flexibility will allow the company to improve
leverage below 6.25x and FFO to adjusted debt in the
high–single-digit to low-teens percentage range over the next 12
months.
"We could lower our rating on Strategic Materials if its S&P Global
Ratings-adjusted debt to EBITDA increases over 7x with no clear
prospects for improvement in the next 12 months. This could occur
if there is a significant decline in earnings due to end-market
weakness, loss of key customers, or supplier issues. We could also
lower the rating if the company pursues debt-financed acquisitions
or makes sponsor-related payments that push leverage above 7x.
"An upgrade is unlikely within the next 12 months given our
expectation that leverage will remain elevated and the aggressive
financial policies associated with the private equity ownership
that we believe will be onerous on leverage. Nevertheless, we could
raise our rating on Strategic Materials if stronger-than-expected
operating performance leads to improved credit measures, such that
the company sustains our adjusted debt to EBITDA below 5x and
demonstrates a more modest financial policy that would support
sustaining it. We could also raise our ratings if the company
improves its scale with that of larger environmental services
peers."
SUNRISE REAL: Incurs US$2 Million Net Loss in Q1 2015
-----------------------------------------------------
Sunrise Real Estate Group, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of US$2.02 million on US$1.39 million of net revenues for
the three months ended March 31, 2015, compared to a net loss of
US$1.15 million on US$2.16 million of net revenues for the three
months ended March 31, 2014.
As of March 31, 2015, Sunrise Real had US$103.61 million in total
assets, US$108.92 million in total liabilities and a total
shareholders' deficit of US$5.30 million.
In the first quarter of 2015, the Company's principal sources of
cash were revenues from its agency sales and property management
business. Most of its cash resources were used to fund its
property development investment and revenue related expenses, such
as salaries and commissions paid to the sales force, daily
administrative expenses and the maintenance of regional offices.
The Company ended the period with a cash position of US$2,616,339.
The Company's operating activities used cash in the amount of
US$3,350,995, which was primarily attributable to the real estate
property development.
The Company's investing activities used cash resources of
US$396,020, which was primarily attributable to the acquisition of
property, plant and equipment and long-term investments.
The Company's financing activities obtained cash resources of
US$4,709,496, which was primarily attributable to new bank loan
received.
The potential cash needs for 2015 would be the repayments of the
Company's bank loans and promissory notes, the rental guarantee
payments and promissory deposits for various property projects as
well as its development projects in Wuhan, GXL project and Linyi.
As of March 31, 2015, promissory notes in the principal amount of
US$1,729,355 were in default compared to promissory notes in the
principal amount of US$1,877,729 that were in default as of
Dec. 31, 2014.
"Taking into account of our cash position, available credit
facilities and cash generated from operating activities, we believe
that we have sufficient funds to operate our existing business for
the next twelve months. If our business otherwise grows more
rapidly than we currently predict, we plan to raise funds through
the issuance of additional shares of our equity securities in one
or more public or private offerings. We will also consider raising
funds through credit facilities obtained with lending institutions.
There can be no guarantee that we will be able to obtain such
funds through the issuance of debt or equity or obtain funds that
are with terms satisfactory to management and our board of
directors," the Company stated in the Quarterly Report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/t65hYo
About Sunrise Real Estate
Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. and its subsidiaries' principal activities
are real estate development and property brokerage services,
including real estate marketing services, property leasing
services; and property management services in the People's Republic
of China.
Kenne Ruan, CPA, P.C., in Woodbridge, Connecticut, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has a working
capital deficiency, accumulated deficit from recurring net losses
for the current and prior years, and significant debt obligations
are maturing in less than one year. These conditions raise
substantial doubt about its ability to continue as a going
concern.
Sunrise Real reported a net loss of US$5.21 million on US$8.61
million of net revenues for the year ended Dec. 31, 2014, compared
to a net loss of US$6.74 million on US$11.24 million of net
revenues for the year ended Dec. 31, 2013.
SURFACE DRILLING: Proposes Dec. 6-7 Auction of Equipment Thru Kruse
-------------------------------------------------------------------
Surface Drilling of Texas, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize it (i) to sell all of
its rigs and equipment through Kruse Energy & Equipment
Auctioneers, LLC; or (ii) to forgo the sale of its assets at
auction and enter into a private sale of the assets for any prior
written bids equal to or in excess of $200,000.
The Debtor is a Texas company that owns two oil well drilling rigs
and associated equipment. The Debtor is no longer operating and
its rigs and equipment are currently sitting idle. The last
available opportunity to auction its assets this year through Kruse
Auctioneers is Dec. 6-7, 2017.
The Debtor has informally sought offers to purchase its assets
since its Petition Date and has allowed various interested parties
to inspect its rigs and equipment. To date, no formal offers have
been made. Kruse Auctioneers has inspected the rigs and equipment
and anticipates selling the assets at auction for gross proceeds of
approximately $185,000. The next auction Kruse Auctioneers has
scheduled is for Dec. 6-7, 2017. The Debtor currently has no
employees.
The Debtor has informally solicited potential purchasers of its
assets in the months both before and after its petition date on
Sept. 19, 2017. All of its assets sold at auction will be
advertised by Kruse to its clients. No formal offer to purchase
the Debtor's assets has been made to date.
A copy of the list the rigs and primary equipment to be sold is
available for free at:
http://bankrupt.com/misc/Surface_Drilling_23_Sales.pdf
The Debtor estimates the following administrative expenses related
to the sale transaction: (i) estimated commission to
auctioneer/broker (10%) - $20,000; (ii) estimated advertising and
yard expenses - $2,500; (iii) estimated trucking - $34,000; (iv)
engine start-ups - $3,200; (v) unloading equipment - $1,000; (vi)
estimated ad valorem taxes - $16; (vii) estimated U.S. Trustee
distribution fees -$1,625; and (viii) estimated fees and expenses
of the Debtor's counsel related to the sale transaction - $3,500.
Assuming gross proceeds at auction of $200,000, the net proceeds
anticipated from such sale is $33,203 after payment of the secured
claim and lien to Frost Bank. Assuming gross proceeds of a private
sale of $200,000, the net proceeds anticipated from such sale would
be is $75,544 after payment of the secured claim lien to Frost
Bank.
The amount of the Debtor's secured debts is approximately $100,956
owing to Frost Bank. The amount of priority claims is unknown at
this time. The amount of general unsecured claims is $2,296,388.
The payment of the balance of the secured claim and lien of Frost
Bank will result in the release of the guaranty of the Debtor's
current manager, Tyson Cornwell, and former co-manager, Kenneth
Burnfield.
A request for a shortened notice for objections and expedited
hearing will be filed by the Debtor in conjunction with the filing
of the Motion.
The Debtor intends to sell at public auction or through a private
sale, all right, title and interest in its personal property. It
intends to sell the property free and clear of all encumbrances and
liens, with the liens to attach to the proceeds of the sale.
The sale of the personal property will be held by public auction no
later than Dec. 6-7, 2017 and will be conducted by Kruse
Auctioneers. The sale will be on a cash basis only. To the extent
that Kruse may identify a private purchaser that is willing to make
a competitive bid of $200,000 or more for the Debtor's assets prior
to the auction date, it will ask permission to accept such offer to
avoid incurring certain expenses associated with the auction and to
otherwise make additional funds available for the bankruptcy
estate.
Upon closing of the sale, the Debtor will deliver to the winning
bidder(s) good and marketable title to the property. Any ad
valorem taxes owing to the Ector County and Midland County taxing
authorities will be paid in full from the proceeds of the sale.
Currently, the Debtor is aware of liens and encumbrances against
its personal property in favor of Frost Bank in the approximate
amount of $100,956.
The Debtor further asks to provide for the payment of claims
associated with the sale of its personal property to include the
auctioneer/broker's commission and reimbursement of expenses as
well as the attorney's fees and expenses of its counsel associated
with the sale. It also asks to pay the U.S. Trustee's fees, as
determined pursuant to the Guidelines of the U.S. Trustee's Office
regarding Quarterly Fees which are based on the amount of money
disbursed by the Debtor per quarter.
Counsel for Frost Bank:
B. Blue Hyatt, Esq.
LYNCH, CHAPPELL & ALSUP, P.C.
300 N. Marienfeld, Suite 700
Midland, TX 79701
The Auctioneer:
KRUSE ENERGY & EQUIPMENT
AUCTIONEERS, LLC
11611 W County Road 128
Odessa, TX 79765
About Surface Drilling of Texas
Founded in 2013, Surface Drilling of Texas, LLC, provides drilling
services to the energy industry. It is a small business debtor as
defined in 11 U.S.C. Section 101(51D), posting gross revenue of $4
million in 2016 and gross revenue of $2.14 million in 2015.
Surface Drilling sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-70155) on Sept. 19,
2017. Tyson Cornwell, manager, signed the petition. The Debtor
disclosed $1.24 million in assets and $2.39 million in liabilities.
Judge Tony M. Davis presides over the case. Todd J. Johnston,
Esq., at McWhorter Cobb & Johnson, LLP, in Lubbock, Texas, serves
as counsel to the Debtor.
TAEUS CORPORATION: Discloses PenOne Initial Settlement of $20MM
---------------------------------------------------------------
TAEUS Corporation filed with the U.S. Bankruptcy Court for the
District of Colorado an amended disclosure statement in support of
its chapter 11 plan of reorganization, dated Oct. 17, 2017.
This latest filing discloses that the Debtor will receive 12.5% of
any litigation settlement amount from these two defendants and all
other efforts to derive money from the Pen One portfolio. The
initial Agreement called for the Debtor to receive 25% of any
proceeds, but PenOne assigned the cause of action to a law firm for
50% of the proceeds which effectively reduces the amount to the
Debtor to 12.5%. The initial settlement amount in the litigation
was $20,000,000, and the danger of not settling comes in the form
of a judgment that could be tripled because of willful
infringement. Because the Debtor did work on the value of the
patent portfolio, the debtor is confident of its ability to
prevail. If there is no settlement, the Debtor will receive nothing
because this is purely a contingent agreement with PenOne. The
estimated time for litigation is two years.
The United States Trustee has filed a Motion to Dismiss in the
case, which was responded to by the Debtor in the form of the
Disclosure Statement and Plan before the Court. The Motion is still
pending.
General unsecured claimants are now classified in Class 3 and the
plan adds that unobjected to secured claims are owed in the amount
of $1,525,797.79 and will be paid at the rate of $76,289.89 per
quarter.
The latest plan also provides that the current pipeline of business
quoted for the remainder of 2017 which figures come from monthly
meetings between management and sales equals $1.8 million. The
sales staff estimates that a minimum of $600,000 will be closed by
the end of this calendar year. The sales staff has already closed a
$120,000 sale which will be showing in monthly operating reports
and is awaiting a $500,000 commitment from a large manufacturer. In
addition, a major source of revenue will be business referred to
Taeus from PatentBooks, an entity which offers a low cost/low risk
means for Patent Owners to become Publishers and derive new revenue
from unlicensed product suppliers. Patent users can subscribe to
all of the product patents in a PatentBook with a single
subscription. Taeus is the exclusive provider of patent analysis
for PatentBooks which expects to generate significant sales of its
product beginning in 2018.
The other source of payments is the PenOne litigation. As stated,
the initial settlement demand made by PenOne in the litigation was
$20,000,000 which is a significantly compromised amount from the
expected return. Further, the initial damage calculation by Taeus
was far in excess of the settlement offer, and any use of the
patents is subject to treble damages if the Court finds that the
patent infringement was willful. This, of course, provides the
greatest incentive to settle on behalf of the Plaintiffs. Because
the Debtor did the initial patent analysis and is supporting the
litigation with that analysis, the expectation is that the award
will be substantial enough to pay creditors in full once resolved.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/cob15-23313-139.pdf
About TAEUS Corporation
Headquartered in Colorado Springs, Colorado, TAEUS Corporation
filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case
No. 15-23313) on Dec. 2, 2015, with estimated assets of $0 to
$50,000 and estimated liabilities at $1 million to $10 million. The
petition was signed by Art Nutter, president.
TCCB INVESTORS: Hires Financial Relief as Bankruptcy Counsel
------------------------------------------------------------
TCCB Investors, LLC, seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Financial Relief
Legal Advocates, Inc., as general bankruptcy counsel to the
Debtor.
TCCB Investors requires Financial Relief to:
(a) advise the Debtor with respect to the requirements of the
Bankruptcy Court, the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, and the Office of the U.S.
Trustee;
(b) advise the Debtor with respect to the rights and remedies
of their bankruptcy estate and the rights, claims, and
interests of creditors;
(c) advise and consult in the representation of the Debtor
in any adversary proceeding where the Debtor is or may
be represented by special counsel;
(d) advise, consult, and represent the Debtor in such legal
actions as are necessary concerning the use and
disposition of property of the estate including use of
cash collateral, defense of motions to lift or modify the
automatic stay, the assumption or rejection of unexpired
leases and executory contracts, and the negotiation of
repayment of tax liabilities;
(e) advise, consult, and procure the approval of a Disclosure
Statement and thereafter obtain confirmation of the
Chapter 11 Plan of Reorganization; and
(f) advise and consult with the Debtor on a post-confirmation
bankruptcy basis until time of closing of the Chapter 11
case.
Financial Relief will be paid at the hourly rate of $350. The firm
will be paid a retainer in the amount of $15,000. It will also be
reimbursed for reasonable out-of-pocket expenses incurred.
John H. Bauer, sole officer and directing attorney of Financial
Relief Legal Advocates, Inc., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Financial Relief can be reached at:
John H. Bauer, Esq.
FINANCIAL RELIEF LEGAL ADVOCATES, INC.
1074 N. Antonio Circle
Orange, CA 92869
Tel: (714) 319-3446
E-mail: johnbhud@aol.com
About TCCB Investors, LLC
TCCB Investors, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 17-13576) on September 6, 2017. The Debtor is
represented by Brian C. Andrews, Esq., at Andrews Law Group.
THINK FINANCE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Think Finance, LLC
5080 Spectrum Drive, Suite 700W
Addison, TX 75001
Type of Business: Think Finance, Inc. --
https://www.thinkfinance.com -- is a provider of
software technology, analytics, and marketing
services to financial clients in the consumer
lending industry. Think Finance offers an end-
to-end, professionally managed online lending
program. The company's customized services
allow clients to create, develop, launch and
manage their loan portfolio while effectively
serving customers. For over 15 years, the
company has helped its clients originate over 2
million loans enabling them to put more than $4
billion in credit on the street.
Chapter 11 Petition Date: October 23, 2017
Debtor affiliates that simultaneously filed Chapter 11 petitions:
Debtor Case No.
------ --------
Think Finance, LLC (Lead Case) 17-33964
Think Fiance SPV, LLC 17-33965
Financial U, LLC 17-33966
TC Loan Service, LLC 17-33967
Tailwind Marketing, LLC 17-33969
TC Administrative Services, LLC 17-33970
TC Decisions Sciences, LLC 17-33971
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtors' Counsel: Gregory Getty Hesse
HUNTON & WILLIAMS LLP
1445 Ross Avenue, Suite 3700
Dallas, TX 75202-2799
Tel: 214-468-3300
Fax: 214-468-3599
E-mail: ghesse@hunton.com
- and -
Tyler P. Brown, Esq.
Jason W. Harbour, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Tel: (804) 788-8200
E-mail: tpbrown@hunton.com
jharbour@hunton.com
Debtors'
Financial
Advisors: ALVAREZ & MARSAL
Debtors'
Claims
Agent: AMERICAN LEGAL CLAIMS SERVICES, LLC
Website: https://www.americanlegal.com
Estimated Assets: $100 million to $500 million
Estimated Debts: $10 million to $50 million
The petition was signed by Barney C. Briggs, chief financial
officer. A full-text copy of the petition is available for at:
http://bankrupt.com/misc/txnb17-33964.pdf
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Marlin & Associates LLC Professional $4,170,542
570 Lexington Avenue Services
New York, NY 10022-6837
Amy Lin
Tel: (212) 257-6300
Email: ALin@rem-co.com
Eversheds Sutherland (US) LLP Professional $1,120,033
700 Sixth St. NW Services
Washington, DC 20001-3980
Lewis Weiner
Tel: (202) 383-0100
Email: lewiswiener@eversheds-sutherland.com
Microsoft Corporation Software License/ $491,671
P. O. Box 842103 Maintenance
Dallas, TX 75282-2103
Tim Montpas
Tel: (469) 775-2413
Email: tmontpas@microsoft.com
Ken Rees c/o Montgomery Professional $242,106
Email: rscheff@mmwr.com Services
Charles Allen Former Employee $225,000
Email: chasman61@yahoo.com
Document Technologies, LLC Professional $219,431
Email: mgriggs@dtiglobal.com Services
VMware, Inc. Technology $134,214
Email: bdoyle@vmware.com Provider
COP-Spectrum Center, LLC Lease $126,987
Email: wstaiger@GraniteProp.com
Matthew Hargrove Former Employee $108,250
Email: Matthew.hargrove@gmail.com
Provenir-Inc. Technology $73,445
Email: hlander@provenir.com Provider
SQS North America, LLC Technology $56,960
Email: Frank.Cress@sqs.com Provider
Morrison & Foerster LLP Professional $56,769
Email: JMcGuire@mofo.com Services
American Express Purchase Card Trade Debt $50,367
Email: corporateservicesoperations@aexp.com
Dell Financial Services LLC Equipment Lease $44,955
Email: Maricel_Ramos@dellteam.com
Mphasis Limited Contractor $44,360
Email: Vamsi.Burra@mphasis.com
Cognizant T echnology Technology $33,632
Solutions US Corp. Provider
Email: Puja.Athale@conizant.com
Accudata Systems, Inc. Technology $29,696
Email: www.accudatasystems.com Provider
Cyrusone LLC Data Services $28,907
Email: GCase@CyrusOne.com
Neustar Info Services, Inc. Utilities $27,333
Email: jeff.boschert@neustar.biz
Eric Smith Former Employee $25,090
Email: esmith5400@yahoo.com
Global Crossing Technology $24,724
Telecommunications Provider
Email: Mike.Battle@level3.com
Cisco Systems Capital Corporation Technology $24,028
Email: dniersba@cisco.com Provider
Nextera Fibernet, LLC Trade Debt $22,635
Email: ginger.newborn@fibernetdirect.com
Citrix Systems, Inc. HR Service $16,268
Email: kelli.matya@citrix.com Provider
LinkedIn Corporation Contractor $12,198
Email: sdonahue@linkedin.com
NextStep Recruiting LLC Technology $7,766
Email: msailors@nextstep- Provider
recruiting.com
Black Hills Information Security, Professional $7,200
LLC Services
Email: erica@blackhillsinfosec.com
Masergy Communication, Inc. Office Equipment $6,450
Email: walter.suksta@masergy.com Service
ImageTek Office Systems Technology $5,655
Email: kmontgomery@imagetekos.com Provider
LED Enterprises, Inc. HR Services $5,177
Email: Dennis@LEDPowerPro.com
THINK FINANCE: Files for Chapter 11, Blames Hedge Fund for Woes
---------------------------------------------------------------
Financial technology services provider Think Finance, LLC, has
sought Chapter 11 protection to stop a hedge fund from withholding
payments.
Think Finance is a provider of financial technology services that
has improved the ability of its clients to market, underwrite and
service loans for more than fifteen years. Think Finance says in
bankruptcy court filings that the market for financial technology,
or "fintech," has been one of the fastest growing sectors in the
financial services industry in the last decade. Online and mobile
payments, peer-to-peer lending, marketplace lending, digital
banking, equity crowdfunding, and digital currencies are just a few
examples of innovative new digital financial services that rely
heavily on fintech providers, such as Think Finance.
Barney C. Briggs, the CFO, explains in a court filing that while
Think Finance had intended to leverage its successful track-record
and explore opportunities for continued growth and innovation in
the fast-moving fintech industry, it has been forced to seek
bankruptcy protection because of a liquidity crisis caused by hedge
fund Victory Park Capital Advisors, LLC.
Victory Park has caused GPL Servicing, Ltd. -- an entity that owes
Think Finance and its subsidiaries tens of millions of dollars --
to stop paying Think Finance for its services and Victory Park has
raided GPLS's bank accounts. The scheduled payments from GPLS that
Victory Park has intercepted represent a major component of Think
Finance's near-term cash flow. Without these funds, Think Finance
soon could be forced to cease or substantially curtail its
operations. In fact, shortly before the bankruptcy filing, Victory
Park's seizure of funds forced the Debtors to terminate 31
employees -- a third of their workforce -- and incur substantial
severance obligations.
According to Mr. Briggs, a key first step in these bankruptcy cases
is to stop Victory Park from withholding payments and to gain
access to cash that is critical for Think Finance's continued
operations and the preservation of jobs.
Assets and Liabilities
As of the Petition Date, the Debtors had approximately $5.0 million
in cash. A significant source of revenue of the Debtors are fees
for the services debtor TC Administrative Services, LLC ("TCAS")
provides GPLS and a fixed rate of interest on the equity investment
of debtor Think Finance SPV, LLC ("Think SPV") in GPLS. As of the
Petition Date, GPLS owes TCAS "Agent Fees" of at least
$4,092,418.40 and owes a past due "Fixed Return" to Think SPV of at
least $5,271,781. Until Think SPV's shares in GPLS are redeemed,
Think SPV anticipates additional "Fixed Return" amounts of
approximately $1 million will accrue each month. In addition, GPLS
is obligated to redeem Think SPV's shares, which should result in
the return of tens of millions of dollars of capital to Think SPV.
Think Finance is the holder of a promissory note from Haynes
Investment, Inc., in the original principal amount of $5.269
million that matures on June 15, 2019.
Think Finance is the lender under two secured intercompany loans:
(a) an Amended and Restated Revolving Loan Agreement, Promissory
Note and Security Agreement with TF Investment Services, LLC ("TF
Investment") in the amount of $9.35 million (the "TF Investment
Loan") and (b) a Revolving Loan Agreement, Promissory Note and
Security Agreement with Cortex Holdings, LLC ("Cortex Holdings") in
a maximum commitment amount of $6 million (the "Cortex Holdings
Loan"). The current outstanding balance on the TF Investment Loan
is approximately $9 million and it pays interest weekly at the rate
of 20% per annum and matures on May 10, 2018. The current
outstanding balance on the Cortex Holdings Loan is approximately
$3.5 million and it pays interest monthly at the rate of 8% per
annum and matures on May 31, 2019.
Certain of the Debtors also receive monthly payments through
services agreements entered into with non-debtor affiliates on a
cost-plus basis. Debtor TC Loan Service LLC provides non-debtor
Cortex Management, LLC accounting and financial reporting services,
data operations, human resources services, and enterprise risk
management services pursuant to that certain Services Agreement,
dated March 31, 2017, as amended by a First Amendment to Services
Agreement, dated June 1, 2017 -- TCLS-Cortex Services Agreement.
Debtor Decision Sciences LLC has agreed to provide certain services
to non-debtor Cortex Holdings under that certain Master Services
Agreement, dated March 31, 2017 -- TCDS-Cortex Master Services
Agreement -- which services are set forth in statements of work.
Pursuant to a statement of work dated March 31, 2017, Decision
Sciences provides Cortex Holdings with system processing services
for a monthly fee.
Certain of the Debtors also license their intellectual property, on
a non-exclusive basis, to non-Debtor affiliates and receive monthly
fees. Decision Sciences and Cortex Holdings are party to that
certain License Agreement, dated March 31, 2017 -- TCDS-Cortex
License Agreement -- pursuant to which Decision Sciences licenses
underwriting and portfolio management technology -- Risk Licenses
-- and software, documentation and tools ("TLMP Licenses") to
Cortex Holdings. Under the TCDS-Cortex Licenses Agreement,
Decision Sciences receives monthly license fees for both the Risk
Licenses and the TLMP Licenses.
Decision Sciences and non-debtor Cortex Management, LLC, on behalf
of itself and each other direct or indirect subsidiary of Cortex
Holdings, are party to a Data License Agreement, dated March 31,
2017 -- TCDS-Cortex Data License Agreement -- pursuant to which
Decisions Sciences licenses certain data and information for
product development and validation purposes -- Product Development
Data License -- and for fraud mitigation and prevention -- Fraud
Mitigation Data License -- to Cortex Management. Under the
TCDS-Cortex Data License Agreement, Decision Sciences receives
yearly fees payable quarterly for both the Product Development Data
License and the Fraud Mitigation Data License.
The Debtors do not have any funded debt obligations or outstanding
long-term interest-bearing debt.
The Debtors guaranteed certain obligations owed to Victory Park and
GPLS. To secure the guaranty of these obligations, the Debtors
pledged substantially all of their assets to the "GPLS Secured
Parties," which consist of Victory Park, GPL Servicing Agent, LLC
(the "Collateral Agent") and GPLS. There are no outstanding
obligations owed by the Debtors to the GPLS Secured Parties. Any
obligations that may be owed to the GPLS Secured Parties relate to
indemnification and are presently contingent and unliquidated. In
these bankruptcy cases, the Debtors will seek to disallow certain
contingent, indemnification claims that may be asserted by the GPLS
Secured Parties and to estimate any remaining claims at zero or
close to zero.
TC Loan Service is the lessee on certain non-residential leases and
lease amendments and a non-residential sublease for the Addison and
Fort Worth offices, respectively. Certain of the Debtors are party
to various office equipment leases and financing arrangements.
A copy of the affidavit in support of the first day motions is
available at:
http://bankrupt.com/misc/Think_Fin_12_1st_Day_Affidavit.pdf
About Think Finance
Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a
provider of software technology, analytics, and marketing services
to financial clients in the consumer lending industry. Think
Finance offers an end-to-end, professionally managed online lending
program. The company's customized services allow clients to
create, develop, launch and manage their loan portfolio while
effectively serving customers. For over 15 years, the company has
helped its clients originate over 2 million loans enabling them to
put more than $4 billion in credit on the street.
Think Finance, LLC, along with six affiliates, sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23,
2017.
Think Finance estimated assets of $100 million to $500 million and
debt of $10 million to $50 million.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped Hunton & Williams LLP as counsel; Alvarez &
Marsal as financial advisor; and American Legal Claims Services,
LLC, as claims agent.
TSC/JMJ SNOWDEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TSC/JMJ Snowden River South, LLC
c/o The Sanford Companies
8600 Snowden River Parkway, Suite 207
Columbia, MD 21045
Type of Business: TSC/JMJ Snowden River South, LLC filed as a
"Single Asset Real Estate" whose principal
assets are located at 9301, 9309 and 9315
Snowden River Parkway Columbia, MD 21045.
The Company is an affiliate of College Park
Investments, LLC, which sought bankruptcy
protection on Sept. 22, 2017 (Bankr.
D. Md. Case No. 17-22678).
Chapter 11 Petition Date: October 23, 2017
Case No.: 17-24150
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Debtor's Counsel: Lawrence A. Katz, Esq.
HIRSCHLER FLEISCHER PC
8270 Greensboro Drive, Suite 700
Tysons, VA 22102
Tel: 703-584-8362
Fax: 703-584-8901
E-mail: lkatz@hf-law.com
Total Assets: $10 million to $50 million
Total Debt: $10 million to $50 million
The petition was signed by Bruce S. Jaffe, manager. A full-text
copy of the petition is available for free at:
http://bankrupt.com/misc/mdb17-24150.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
AiGits Incorporated Unpaid tenant $406,277
d/b/a NinjaBe improvements/
9301 Snowden River Parkway allowances and
Columbia, MD 21045 security deposit
Maryland Indoor Play, LLC Unpaid tenant $176,306
improvements/
allowances and
security deposit
Launch Columbia, L.L.C. Unpaid tenant $103,579
improvements/
allowances and
security deposit
Rosedale Roofing Company, Inc. Professional Fees $90,000
East Quality Concrete Trade Debt $87,156
KLNB, LLC Professional Fees $75,976
Advantage Asphalt, LLC Trade Debt $43,760
BGE Utility Service $35,671
The Traffic Group Trade Debt $27,825
Keller Williams Professional Fees $24,742
Realty Centre
T&D Plumbing & Trade Debt $22,571
Heating Co., Inc.
Griffith Brothers Inc. Trade Debt $15,708
Columbia Swim Security Deposit $14,563
Center, LLC and expense
reimbursement
Code 3 Security and Security Deposit $13,138
Protection Services
Supplies Unlimited Inc. Trade Debt $11,898
H&E Equipment Services Trade Debt $11,844
Manns Woodward Trade Debt $11,602
Studios Inc.
Erie Insurance Insurance $11,380
premiums
Costello Construction Trade Debt $10,910
Ruhlman Bros, Inc. Trade Debt $10,100
U.S. TOMMY: Hires Nemeth & Associates as Counsel
------------------------------------------------
U.S. Tommy, Inc. seeks authority from the United States Bankruptcy
Court for the Northern District of Ohio, Cleveland Division, to
hire Richard H. Nemeth and Nemeth & Associates, LLC as counsel.
The legal services Nemeth & Associates will provide the Debtor
are:
(a) advise the Debtor of its rights, powers and duties as
debtor in possession continuing to operate and manage
his business and property;
(b) advise the Debtor concerning, and assist in the
negotiation and documentation of financing agreements
and related transactions;
(c) review the nature and validity of liens asserted against
the Debtor's property and advise the Debtor concerning
the enforceability of such liens;
(d) advise the Debtor concerning the actions that the Debtor
may take to collect and recover property for the benefit
of the Debtor's estate;
(e) prepare on behalf of the Debtor all necessary and
appropriate applications, motions, pleadings, draft
orders, notices, schedules and other documents, and
review all financial reports to be filed in the
chapter 11 case;
(f) advise the Debtor concerning, and prepare responses to,
applications, motions, pleadings, notices and other
papers that may be filed and served in this chapter 11
case;
(g) counsel the Debtor in connection with the formulation,
negotiation and promulgation of plan(s) of
reorganization and related documents;
(h) advise and assist the Debtor in connection with any
disposition of assets;
(i) advise the Debtor concerning executory contract and
unexpired lease assumptions, assignments and rejections
and lease restructurings; and
(j) perform other legal services for and on behalf of the
Debtor as may be necessary or appropriate in the
administration of this chapter 11 case and the Debtor's
business, including advice and assistance to the Debtor
with respect to debt restructuring and general matters.
The current hourly rates charged by Nemeth & Associates are:
Richard H. Nemeth, Principal $275.00
William F. Perry, Associate $275.00
Non-attorney staff $ 55.00
Richard H. Nemeth, Esq., attests that the professionals of Nemeth &
Associates, LLC have no connection with the Debtor, its creditors,
the United States trustee or any other party with an actual or
potential interest in this chapter 11 case or their respective
attorneys or accountants and are disinterested persons as defined
in section 101(14) of the Bankruptcy Code.
The Firm can be reached through:
Richard H. Nemeth, Esq.
NEMETH & ASSOCIATES, LLC
526 Superior Avenue NE, # 333
Cleveland, OH 44114
Tel: (216) 502-1300
E-mail: rnemeth@ohbklaw.com
mail@ohbklaw.com
About U.S. Tommy, Inc.
U.S. Tommy, Inc. operates a hotel known as University Hotel &
Suites located at 3614 Euclid Ave., Cleveland, Ohio, 44115. U.S.
Tommy, Inc. filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
17-16150) on October 16, 2017.
The Hon. Jessica E. Price Smith presides over the case. Richard H.
Nemeth, Esq. at Nemeth & Associates, LLC represents the Debtor as
counsel.
At the time of filing, the Debtor estimates $3.18 million in assets
and $6.25 million in liabilities.
U.S. TOMMY: Seeks Access to Grand Pacific Cash Collateral
---------------------------------------------------------
U.S. Tommy, Inc. seeks authorization from the U.S. Bankruptcy Court
for the Northern District of Ohio for the interim use of cash
collateral.
Grand Pacific Holdings, Corp. has a security interest in the
Debtor's cash assets, which constitute cash collateral by virtue of
a Mortgage, Assignment of Rents and Leases, Security Agreement and
Fixture Filing to Grand Pacific Financing Corporation.
The Debtor has discussed with counsel the terms under which Grand
Pacific Holdings would agree to the consensual use of cash
collateral before and after the entry of the final order for use of
the cash collateral, but no agreement has been reached.
The Debtor has agreed to a replacement lien for Grand Pacific
Holdings' security interest and to pay adequate protection payments
each month in the amount of $15,370.25, which represents the Till
rate of interest [the current Prime Lending Rate as reported in the
Wall Street Journal (4.25%) plus a risk factor of one percent]
applied to the current principal balance of $3,513,199.
Accordingly, the Debtor further requests that:
(a) Grand Pacific Holdings be granted a valid and perfected,
replacement security interests in, and lien upon all assets of
Debtor's estate, excepting avoidance actions and subject to
post-petition administrative expenses;
(b) Grand Pacific Holdings be granted, pursuant to section
507(b), an administrative expense priority claim to the extent of
diminution of value of its collateral arising from Debtor's use
thereof;
(c) The lien and security interest granted hereunder will
relate back to the petition date and will be deemed perfected and
of the same force and effect of Grand Pacific Holdings'
pre-petition security interest without the necessity of further
action by Grand Pacific Holdings;
(d) The Debtor will pay to Grand Pacific Holdings the sum of
$15,370.25 due on the 16th day of each calendar month beginning
November 16, 2017 and continuing until further order of the Court;
and
(e) Grand Pacific Holdings will have, at any time during
normal business hours, on reasonable request, access to (1) any of
the premises that Debtor directly or indirectly owns, leases or
otherwise has a right to occupy or use, and (2) all assets and
properties of Debtor located on any such premises, including,
without limitation, the books and records of account and any other
Collateral.
A full-text copy of the Debtor's Motion, dated October 17, 2017, is
available at https://is.gd/dgpR7v
About U.S. Tommy
U.S. Tommy, Inc., operates a hotel known as University Hotel &
Suites -- https://www.universityhotelandsuites.com/ -- located at
3614 Euclid Ave., Cleveland, OH, 44115. The Hotel, valued by the
Company at $2 million, has 98 rooms and offers free Wi-Fi, free
parking and an on-site restaurant/bar. The Company's gross revenue
amounted to $1.41 million in 2016 and $1.26 million in 2015.
U.S. Tommy filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
17-16150) on Oct. 16, 2017. The petition was signed by Robert Lin,
secretary/treasurer. The case is assigned to Judge Jessica E.
Price Smith. The Debtor is represented by Richard H. Nemeth, Esq.
at Nemeth & Associates, LLC. At the time of filing, the Debtor
disclosed $3.18 million in total assets and $6.25 million in
liabilities.
UNI-PIXEL INC: Hires Crowell & Moring as Special Corporate Counsel
------------------------------------------------------------------
Uni-Pixel, Inc. and Uni-Pixel Displays, Inc. seek approval from the
U.S. Bankruptcy Court for the Northern District of California, San
Jose Division, to hire Crowell & Moring LLP as special corporate
counsel to assist them with any mandatory filings and disclosures
with the SEC, as well as with dealing with any stockholder issues
that may arise during these chapter 11 cases.
The Firm's current hourly rates are:
Attorneys $295-$870
Paralegals & Law Clerks $90-$310
Jeffrey C. Selman, partner of Crowell & Moring LLP, attests that
the Firm does not hold or represent any interest adverse to the
Debtors' estates, that it has no connection with the Debtors or
their creditors, or their respective attorneys and accountants, or
the United States Trustee or any person employed in the office of
the United States Trustee.
The Counsel can be reached through:
Jeffrey C. Selman, Esq.
Crowell & Moring LLP
3 Embarcadero Center, 26th Floor
San Francisco, CA 94111
Phone: +1 415-986-2800
Fax: +1 415-986-2827
Email: jselman@crowell.com
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. --
http://www.unipixel.com-- develops and markets metal mesh
capacitive touch sensors for the touch-screen and flexible displays
markets. The Company's roll-to-roll electronics manufacturing
process patterns fine line conductive elements on thin films. The
Company markets its technologies for touch panel sensor, cover
glass replacement, and protective cover film applications under the
XTouch and Diamond Guard brands.
Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed
Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case
No. 17-52101) on Aug. 30, 2017.
The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP,
as bankruptcy counsel; and Crowell & Moring LLP, as special
counsel.
UNILIFE CORP: Unsecs. to Get Liquidation Trust Beneficial Interest
------------------------------------------------------------------
Unilife Corp. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a combined disclosure
statement and Chapter 11 plan of liquidation dated Oct. 4, 2017.
Class 3 Unilife General Unsecured Claims, UMSI General Unsecured
Claims, and Unilife Cross Farm General Unsecured Claims are
impaired by the Plan.
Each holder of an Allowed General Unsecured Claim will receive on
account of the Allowed General Unsecured Claim the holder's pro
rata share of the beneficial interest in the Liquidation Trust and,
as a beneficiary of the Liquidation Trust, will receive, on one or
more distribution dates, its pro rata share of net cash derived
from the Liquidation Trust Assets available for distribution as
provided under this Combined Plan and Disclosure Statement and
Liquidation Trust Agreement, until all Allowed General Unsecured
Claims in Class 3 are paid in full or the Liquidation Trust assets
are exhausted; provided, however, that all Distributions to Holders
of Allowed General Unsecured Claims will be subject to the
Liquidation Trustee first paying in full all Liquidation Trust
Operating Expenses and reserving in the Liquidation Trust Operating
Reserve for Liquidation Trust Operating Expenses as reasonable and
appropriate, and first paying in full all Allowed Priority Tax
Claims and Allowed Priority Non-Tax Claims.
Because of the substantive consolidation of the Estates, all
intercompany claims will be cancelled as of the Effective Date and
no Debtor will receive any recovery on account of any such
Intercompany Claim. Accordingly, Intercompany Claims are not
separately classified.
The Liquidation Trustee will be selected by the Creditors'
Committee, in consultation with the Debtors, and will be identified
by the Debtors prior to the Plan Confirmation Hearing in the Plan
Supplement. At the Plan Confirmation Hearing, the Court will
consider and, if appropriate, ratify the selection of the
Liquidation Trustee. All compensation for the Liquidation Trustee
will be paid from the Liquidation Trust Assets, as may be reserved
by the Liquidation Trustee in the Liquidation Trust Operating
Reserve, in accordance with the Liquidation Trust Agreement. The
approved person will serve as the Liquidation Trustee upon
execution of the Liquidation Trust Agreement on the Effective Date.
The Liquidation Trustee will not be required to give any bond or
surety or other security for the performance of its duties unless
otherwise ordered by the Court. On the Effective Date, all
beneficiaries of the Liquidation Trust will be deemed to have
ratified and become bound by the terms and conditions of the
Liquidation Trust Agreement. In the event that the Liquidation
Trustee resigns or is removed, terminated, or otherwise unable to
serve as the Liquidation Trustee, then a successor will be
appointed as set forth in the Liquidation Trust Agreement. Any
successor Liquidation Trustee appointed will be bound by and comply
with the terms of this Combined Plan and Disclosure Statement, the
Plan Confirmation Order, and the Liquidation Trust Agreement.
On the Effective Date, the Liquidation Trustee will sign the
Liquidation Trust Agreement and, in its capacity as Liquidation
Trustee, accept all Liquidation Trust Assets on behalf of the
Beneficiaries thereof, and be authorized to obtain, seek the
turnover, liquidate, and collect all of the Liquidation Trust
Assets not in its possession or control. The Liquidation Trust
will then be deemed created and effective without any further
action by the Court or any person as of the Effective Date. The
Liquidation Trust will be established for the primary purpose of
liquidating the Liquidation Trust Assets and for making
distributions in accordance with this Combined Plan and Disclosure
Statement and the Liquidation Trust Agreement, with no objective to
continue or engage in the conduct of a trade or business, except
only in the event and to the extent necessary to, and consistent
with, the liquidating purpose of the Liquidation Trust.
The Combined Plan and Disclosure Statement contemplates the
creation of a Liquidation Trust from which, pursuant to the terms
of the Combined Plan and Disclosure Statement and the Liquidation
Trust Agreement, distributions will be made for the benefit of
holders of various allowed claims. On or as soon as practicable
after the Effective Date, the Debtors will pay the administrative
expense claims allowed as of the Effective Date, fund the
professional fee reserve and the wind down reserve, and transfer
the liquidation trust funding amount to the Liquidation Trustee.
At the time following the Effective Date and the distribution of
all of the Debtors' and the Estates' property, the Debtors'
remaining directors and officers will take all appropriate steps to
dissolve the Debtors for all purposes under applicable state law.
Any funds remaining in the wind down reserve after the dissolution
is complete will be remitted to the Liquidation Trustee.
A copy of the Combined Disclosure Statement and Liquidation Plan is
available at:
http://bankrupt.com/misc/deb17-10805-378.pdf
About Unilife Corporation
Unilife Corporation -- http://www.unilife.com-- is a U.S.-based
developer and commercial supplier of injectable drug delivery
systems. Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors. Products
within each platform are customizable to address specific customer,
drug and patient requirements.
Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10805) on April 12, 2017. John Ryan, chief
executive officer, signed the petition.
The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein presides over the case.
Cozen O'Connor serves as counsel to the Debtor.
An official committee of unsecured creditors has been appointed in
the case. The panel retained Lowenstein Sandler LLP as counsel.
VALLEY PETROLEUM: Hires BIS Inc as Accountant
---------------------------------------------
5208VPN, LLC and Valley Petroleum, LLC, seek authority from the US
Bankruptcy Court for the Eastern District of Wisconsin to employ
BIS, Inc., a financial services firm, as accountants to perform
accounting and financial planning services, including payroll tax
reporting and the preparation of monthly operating reports.
BIS has estimated that the cost of its services in these cases will
be approximately $1,200 to $1,500 per month for recurring work, as
follows:
a. $800 a month for state and federal payroll and sales
tax reporting, monthly software charges, and weekly bank
reconciliations;
b. $500 a month for monthly operating report preparation;
and
c. $300 a month for miscellaneous matters.
The Debtors wish to employ these accountants upon a general
retainer. BIS's staff hourly rate is $30.00 for the bookkeeping
work and $100.00 for professional services.
Dan Huotari, accountant with BIS, Inc., attests that he and his
firm have no interest adverse to the Debtors or to the Debtors'
estates in any of the matters upon which they are to be engaged;
they are "disinterested persons" as defined in Sec. 101(14) of the
Bankruptcy Code; and they have no connection with the Debtors, any
creditors of the Debtors, any other parties in interest, their
respective attorneys and accountants, the United States Trustee, or
any other person employed in the office of the United States
Trustee.
The Firm can be reached through:
Dan Huotari
BIS, INC
110 East Grand Avenue, Suite 320
Wisconsin Rapids, WI 54494-4166
Phone: (716) 423-3332
Email: DanHuotari@BIS-USA.com
About Valley Petroleum
Based in Appleton, Wisconsin, Valley Petroleum operates a small gas
station. Valley Petroleum and Debtor affiliate, 5208VPN, LLC,
sought Chapter 11 protection (Bankr. E.D. Wisc. Case Nos. 17-28113
and 17-28112) on August 17, 2017. The Debtors are represented by
Leonard G. Leverson, Esq., at Leverson Lucey & Metz S.C. The
petitions were signed by Steve A. Rosek, its member.
At the time of filing, 5208VPN, LLC estimates $1,000 to $10,000 in
assets and $1,000 to $10,000 in liabilities; and Valley Petroleum
estimates $100 to $500 in assets and $1,000 to $10,000 in
liabilities.
VIDANGEL INC: Hires Parsons Behle as Bankruptcy Counsel
-------------------------------------------------------
VidAngel, Inc., seeks authority from the U.S. Bankruptcy Court for
the District of Utah to employ Parsons Behle & Latimer, as attorney
to the Debtor.
VidAngel, Inc. requires Parsons Behle to:
a. advise the Debtor and take all necessary or appropriate
actions at the Debtor's direction with respect to
protecting and preserving the Debtor's estate, including
the defense of any actions commenced against the Debtor,
the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims
filed against the Debtor's estate;
b. draft and develop all necessary or appropriate motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the Debtor's estate
on behalf of the Debtor, as Debtor in possession;
c. take all necessary or appropriate actions in connection
with a plan of reorganization and related disclosure
statements and all related documents, and such further
actions as may be required in connection with the
administration of the Debtor's estate;
d. take all necessary or appropriate actions in connection
with the reorganization of the Debtor and its operations
and all related actions and preparing such documentation as
is necessary to accomplish the reorganization of the
Debtor; and
e. perform and advise the Debtor as to all other necessary
legal services in connection with the prosecution of the
Debtor's Case.
Parsons Behle will be paid at these hourly rates:
Shareholders $260-$500
Special Counsel and Counsel $295-$450
Associates $195-$265
Paraprofessionals $110-$155
On September 21, 2017, the Debtor paid Parsons Behle a retainer of
$75,000. As of the petition date, Parsons Behle holds a retainer of
$58,405.10, after deducting the costs and services rendered.
Parsons Behle will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J. Thomas Beckett, shareholder of Parsons Behle & Latimer, 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.
Parsons Behle can be reached at:
J. Thomas Beckett, Esq.
PARSONS BEHLE & LATIMER
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Tel: (801) 532-1234
Fax: (801) 536-6111
E-mail: TBeckett@parsonsbehle.com
About VidAngel, Inc.
VidAngel is the market-leading entertainment platform empowering
users to filter language, nudity, violence, and other content from
movies and TV shows on modern streaming devices such as iOS,
Android, and Roku. The company's newly launched service empowers
users to filter via their Netflix, Amazon Prime, and HBO on Amazon
Prime accounts, as well as enjoy original content produced by
VidAngel Studios. Its signature original series, Dry Bar Comedy,
now features the world's largest collection of clean standup
comedy, earning rave reviews from fans nationwide.
VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition
(Bankr. D. Utah Case No. 17-29073) on October 18, 2017. The Hon.
Kevin R. Anderson presides over the case. J. Thomas Beckett, Esq.,
at Parsons Behle & Latimer, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Neal
Harmon, its chief executive officer.
WALTER INVESTMENT: Reaches Plan Deal with Senior Noteholders
------------------------------------------------------------
After reaching a deal with its term lenders, Walter Investment
Management Corp. said Oct. 20, 2017, that it has signed a
restructuring support agreement with holders of more than 50% of
its senior notes.
To recall, in July 2017, the Company entered into an RSA with its
term loan lenders. The Term Loan RSA provided the company until
Aug. 31, 2017, to reach an agreement with holders of 7.875% senior
notes due 2021, which was later extended to allow the discussions
to progress.
On Oct. 20, 2017, Walter entered into:
(i) an Amended and Restated Restructuring Support Agreement --
Term Loan RSA -- with lenders holding, as of October 20, 2017, more
than 48% of the loans and commitments outstanding under the Amended
and Restated Credit Agreement, dated as of December 19, 2013, by
and among the Company, as the borrower, Credit Suisse AG, as
administrative agent, and the lenders party thereto, that are
subject to the existing Restructuring Support Agreement, dated as
of July 31, 2017 (as amended), and
(ii) a Restructuring Support Agreement -- Senior Noteholder RSA
-- with senior unsecured noteholders holding, as of October 20,
2017, more than 50% of the 7.875% senior unsecured notes
outstanding due 2021 under that certain Indenture, dated as of
December 17, 2013, by and among the Company, the guarantors party
thereto, and Wilmington Savings Fund Society, FSB, a national
banking association as successor trustee.
The RSAs will become effective once holders of more than 66-2/3% in
the aggregate of Senior Notes and Terms Loans become party to the
applicable RSA. The parties may terminate the RSAs if the Support
Effective Date does not occur on or before Oct. 25, 2017.
As set forth in each RSA, including in the Prepackaged Plan
Restructuring Term Sheet attached to each RSA, the Consenting
Creditors and the Company have agreed to the principal terms of a
financial restructuring of the Company, which will be implemented
through a prepackaged plan of reorganization under chapter 11 of
the Bankruptcy Code and will restructure the indebtedness
comprising the Company's Term Loan Claims, Senior Notes Claims and
Convertible Notes Claims, as well as the Company's Existing Equity
Interests. Pursuant to the Prepackaged Plan, it is intended that
only the Company will file for reorganization under the Bankruptcy
Code. The Company's operating entities, including Ditech Financial
LLC and Reverse Mortgage Solutions, Inc., are expected to remain
out of chapter 11 and continue their operations in the ordinary
course through the consummation of the Restructuring, which is
expected to occur not later than Jan. 31, [2018].
The RSAs obligate the Company and the Consenting Creditors to,
among other things, use commercially reasonable efforts to support
and not interfere with consummation of the Restructuring, and as to
the Consenting Creditors, vote to accept the Prepackaged Plan
subject to the receipt of solicitation materials in accordance with
section 1125(g) and 1126 of the Bankruptcy Code. The RSAs may be
terminated upon the occurrence of certain events, including, among
other requirements, the failure to meet specified milestones
relating to the filing, confirmation and consummation of the
Prepackaged Plan, the occurrence of a Material Adverse Effect and
in the event of certain breaches by the parties under the RSAs.
Pursuant to the RSAs, the Company is required to commence
solicitation on the Prepackaged Plan by Nov. 6, 2017 and commence
the Chapter 11 Case on or before Nov. 30, 2017. Although the
Company intends to pursue the Restructuring in accordance with the
terms set forth in the RSAs and the Term Sheet, there can be no
assurance that the Company will be successful in completing a
restructuring or any other similar transaction on the terms set
forth in the RSAs and the Term Sheet, on different terms, or at
all.
Proposed Prepackaged Plan
As described in the RSAs and in the Term Sheet, under the
contemplated Prepackaged Plan, which will be subject to approval of
the Bankruptcy Court, it is anticipated that, among other things,
on the effective date of the Prepackaged Plan:
* The Company will be a guarantor of certain new warehouse
refinancing agreements to be entered into by Ditech Financial LLC
and Reverse Mortgage Solutions Inc., as borrowers, to provide for
the refinancing of existing warehouse lines of Ditech Financial LLC
and Reverse Mortgage Solutions Inc., on material terms and
conditions acceptable to the Requisite Creditors.
* Holders of Term Loan Claims will become bound by the Amended
and Restated Credit Facility Agreement and receive, in full and
final satisfaction of their Allowed Term Loan Claims on the
Effective Date, their pro rata share of (i) term loans under the
Amended and Restated Credit Facility Agreement (such term loans to
be in an aggregate principal amount equal to the term loans then
outstanding under the Credit Agreement as of the Effective Date),
and (ii) any accrued and unpaid interest under the Credit Agreement
as of the Effective Date.
* Each holder of a Revolving Loan Claim will receive (i)
payment in full of its Claim and termination of all letters of
credit issued under the Revolving Loan Facility (which will be
refinanced), (ii) its pro rata share of an amended and restated
revolving loan facility (if each Revolving Lender consents to enter
into such facility), or (iii) other consideration satisfactory to
such holder.
* Each holder of a Senior Notes Claim will receive its pro rata
share of (a) New Second Lien Notes, (b) Mandatorily Convertible
Preferred Stock (described below), and (c) if the Class of
Convertible Notes Claims does not vote to accept the Prepacked
Plan, 100% of the New Common Stock issued, subject to dilution by
shares of New Common Stock issuable on conversion of the
Mandatorily Convertible Preferred Stock and shares of New Common
Stock issued or issuable pursuant to the Management Incentive Plan
and shares of New Common Stock issued after the Effective Date. The
Senior Notes will be cancelled without further action by or order
of the Bankruptcy Court.
* The Company will issue to holders of Senior Notes Claims:
-- $250 million aggregate principal amount of secured second
lien notes having the terms described on Exhibit 2 to the Term
Sheet; and
-- $100 million face amount of Mandatorily Convertible
Preferred Stock having the terms described on Exhibit 3 to the Term
Sheet, convertible into 73% of the total number of issued and
outstanding shares of New Common Stock as of the Effective Date
subject to dilution by shares of New Common Stock issued or
issuable pursuant to the Management Incentive Plan and by shares of
New Common Stock issued after the Effective Date, including shares
of New Common Stock issuable pursuant to the Warrants (if issued).
* Solely to the extent that the Class of Convertible Notes
Claims votes to accept the Prepackaged Plan:
-- Each holder of a Convertible Notes Claim will receive its
pro rata share of (i) New Common Stock representing, in the
aggregate, 50% of the New Common Stock issued, subject to dilution
by shares of New Common Stock issuable upon conversion of the
Mandatorily Convertible Preferred Stock, shares of New Common Stock
issued or issuable pursuant to the Management Incentive Plan and
shares of New Common Stock issued after the Effective Date,
including pursuant to the Warrants, and (ii) 50% of the Warrants.
The Convertible Notes will be cancelled without further action by
or order of the Bankruptcy Court;
-- Each holder of an Existing Equity Interest will receive
its pro rata share of (i) New Common Stock representing, in the
aggregate, 50% of the New Common Stock issued, subject to dilution
by shares of New Common Stock issuable upon conversion of the
Mandatorily Convertible Preferred Stock, shares of New Common Stock
issued or issuable pursuant to the Management Incentive Plan and
shares of New Common Stock issued after the Effective Date,
including pursuant to the Warrants, and (ii) 50% of the Warrants.
All Interests will be cancelled without further action by or order
of the Bankruptcy Court; and
-- The Company will issue to the holders of Convertible Notes
Claims and Existing Equity Interests, 10 year warrants in two
separate tranches, on the terms described on Exhibit 4 to the Term
Sheet.
* If the Class of Convertible Notes Claims does not vote to
accept the Prepackaged Plan, then holders of Convertible Notes
Claims and holders of Existing Equity Interests will not receive or
retain any property under the Prepackaged Plan on account of such
Claims or Interests.
* Unless a holder of a General Unsecured Claim agrees to
different treatment, (i) the Company or Reorganized Company, as
applicable, will continue to pay or treat such General Unsecured
Claim in the ordinary course of business or (ii) such holder will
receive such other treatment so as to render such General Unsecured
Claim Unimpaired, in each case subject to all defenses or disputes
the Company may assert as to the validity or amount of such
Claims.
* All priority tax claims, other priority claims, and other
secured claims, other than those claims otherwise referenced
herein, will be unimpaired under the Prepackaged Plan and/or paid
in full in the ordinary course of business.
* The board of directors of the Reorganized Company will
consist of nine members, with six directors nominated by holders of
the Mandatorily Convertible Preferred Stock, and three directors
nominated by the Company (on behalf of the holders of New Common
Stock).
* The Reorganized Company will enter into a post-Restructuring
Management Incentive Plan, under which 10% of the New Common Stock
(after taking into account the shares to be issued under the
Management Incentive Plan) will be reserved for issuance as awards
under the Management Incentive Plan.
* The Prepackaged Plan will include releases for the Company
and the Consenting Creditors. In addition, the Prepackaged Plan
will provide for releases of the Company's subsidiaries with
respect to their guarantees under the Credit Agreement and the
Indenture, without the need for the Company's subsidiary guarantors
to file for chapter 11.
A copy of the Amended and Restated Restructuring Support Agreement
with the Term Lenders is available at https://is.gd/1BrBID
A copy of the RSA with Consenting Senior Noteholders is available
at https://is.gd/mXVLfU
Revised Financial Projections
The Company has presented revised projected information which has
been updated to reflect the proposed consensual balance sheet
restructuring, recent changes to the business, and certain revised
operating assumptions. A copy of the document is available at
https://is.gd/9JV6iy
In a statement dated October 20, Anthony Renzi, Walter's President
and Chief Executive Officer, commented, "We are making significant
progress transforming our business, and the financial restructuring
contemplated by the agreements we have reached with our lenders and
noteholders are a key part of our plans. Through these agreements,
we expect to quickly restructure our debt while ensuring that
business will continue as normal. The support of our lenders
demonstrates their confidence in our business, and we believe that
we are on the right track to emerge from this process better
positioned for continued growth and success."
Mr. Renzi continued, "The fundamentals of our core business remain
solid and we expect demand for our quality products, services and
single source convenience to continue to grow. As we move forward
we will continue to focus on serving our customers by enabling
their dreams of homeownership and caring for them throughout their
homeownership lifecycle. We appreciate the continued support of our
business counterparties and lenders, and we thank our employees for
their continued hard work and dedication. We look forward to
completing this financial restructuring so we can continue to
execute on our strategic initiatives as we seek to create a
brighter future for our company and our customers."
Parties' Advisors
Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan
Lokey is acting as investment banking debt restructuring advisor
and Alvarez & Marsal North America, LLC is acting as financial
advisor to the Company in connection with the financial
restructuring.
Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting
Inc. is acting as financial advisor to the consenting term
lenders.
Milbank, Tweed, Hadley & McCloy LLP is acting as legal counsel and
Moelis & Company LLC is acting as financial advisor to the
consenting senior noteholders.
The Company:
Walter Investment Management Corp.
3000 Bayport Drive, Suite 1100
Tampa, FL 33607
Attn: John Haas,
General Counsel, Chief Legal Counsel and Secretary
E-mail: JHaas@walterinvestment.com
Walter Investment's attorneys:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Ray C. Schrock, P.C.
E-mail: Ray.Schrock@weil.com
Attn: Joseph H. Smolinsky, Esq.
E-mail: Joseph.Smolinsky@weil.com
Attn: Sunny Singh, Esq.
E-mail: Sunny.Singh@weil.com
The Consenting Term Lenders include:
* Carlson Capital, L.P.,
* TAO Fund, LLC,
* Credit Suisse Asset Management, LLC,
* Marathon Asset Management, LP,
* Symphony Asset Management LLC, and
* Eaton Vance Management
Consenting Term Lender's attorneys:
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Il 606545
Attn: Patrick J Nash Jr., P.C.
E-mail: patrick.nash@kirkland.com
Attn: Gregory Pesce
E-mail: gregory.pesce@kirkland.com
The Administrative Agent:
Credit Suisse AG
11 Madison Avenue,
New York, NY 10010
Attn: Megan Kane
Email: megan.kane@credit-suisse.com
Attn: Peter Winstanley
Email: peter.winstanley@credit-suisse.com
The Administrative Agent's attorneys:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attn: Brian M. Resnick
E-mail: brian.resnick@davispolk.com
Attn: Michelle McGreal
E-mail: michelle.mcgreal@davispolk.com
The Consenting Senior Noteholders include:
* Canyon Capital Advisors LLC,
* STS Master Fund, Ltd.,
* Lion Point Master, LP,
* Oaktree High Yield Fund II, L.P.,
* Oaktree Global High Yield Bond Fund, L.P.,
* Oaktree Fund GP IIA, LLC,
* Oaktree Capital Management, L.P.,
* Oaktree High Yield Bond Fund GP, L.P.,
* Oaktree Fund GP II, L.P.,
* Omega Advisors, Inc.,
* CQS Aiguille du Chardonnet MF S.C.A. SICAV-SIF,
* CQS ABS Master Fund Limited, and
* Gracechurch Opportunities Fund Limited
Consenting Senior Noteholders' Attorneys:
Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, NY 10005
Attn: Dennis F. Dunne
Email: ddunne@milbank.com
- and -
Milbank, Tweed, Hadley & McCloy LLP
2029 Century Park East, 33rd Floor
Los Angeles, CA 90067
Attn: Gregory A. Bray, Esq.
Haig M. Maghakian, Esq.
E-mail: gbray@milbank.com
hmaghakian@milbank.com
Going Concern Doubt
"The Company is facing certain challenges and uncertainties that
could have significant adverse effects on its business, liquidity
and financing activities," as disclosed in the Company's Form 10-Q
report for the period ended June 30, 2017. "The Company may be
adversely impacted by the following factors, among others: failure
to maintain sufficient liquidity to operate its servicing and
lending businesses due to the inability to renew, replace or extend
its advance financing or warehouse facilities on favorable terms,
or at all; failure to comply with covenants contained in its debt
agreements or obtain any necessary waivers or amendments; failure
to resolve its obligation with respect to the remaining mandatory
clean-up calls; and failure to successfully restructure its
corporate debt."
The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014. As of June 30, 2017, Walter
Investment had $15.59 billion in total assets, $15.70 billion in
total liabilities and a total stockholders' deficit of $112.98
million.
Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt. The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code. These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.
About Walter Investment
Walter Investment Management Corp. (NYSE: WAC.BC) --
http://www.walterinvestment.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. The Company services a wide array of loans across the
credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners. Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition. Based in Fort Washington, Pennsylvania, the
Company has approximately 4,500 employees and services a diverse
loan portfolio.
WALTER INVESTMENT: To File Pre-Packaged Chapter 11 Plan in November
-------------------------------------------------------------------
Walter Investment Management Corp. on Oct. 20, 2017, disclosed that
it has entered into a Restructuring Support Agreement (the
"Noteholder RSA") with certain holders (the "Noteholders") of more
than 50% by principal amount of the Company's 7.875% Senior Notes
due 2021 (the "Senior Notes") that contemplates a financial
restructuring which, if consummated, is expected to strengthen the
Company's balance sheet. The Company also announced that it has
entered into an Amended and Restated Restructuring Support
Agreement (the "Term Lender RSA" and, collectively with the
Noteholder RSA, the "RSAs") with certain lenders (the "Lenders")
holding term loans (the "Term Loans") under the Company's Amended
and Restated Credit Agreement, dated as of December 19, 2013 (the
"Existing Credit Agreement"), in an amount more than 48% of the
outstanding Term Loans. The RSAs will become effective once
holders of 662/3% in the aggregate of Senior Notes and Term Loans,
respectively, become party to the applicable RSA (the "Support
Effective Date"). The parties may terminate the RSAs if the
Support Effective Date does not occur before October 25, 2017.
Through consummation of the transactions contemplated in the RSAs,
the Company expects to reduce its outstanding corporate debt as of
June 30, 2017 by approximately $700 million and enhance its
financial flexibility as it continues the ongoing transformation of
its business. In addition to the recoveries to the Company's
Lenders and Noteholders, as described below, the RSAs also
contemplate a recovery for the holders (the "Convertible
Noteholders") of the Company's 4.50% convertible senior
subordinated notes due 2019 and the Company's existing common
stockholders if the requisite number of Convertible Noteholders
support the restructuring.
The Company plans to implement the terms of the RSAs by soliciting
votes from the Lenders, the Noteholders, and the Convertible
Noteholders on a pre-packaged chapter 11 plan of reorganization.
Following the solicitation, which is intended to begin next month,
the Company intends to voluntarily file a pre-packaged plan of
reorganization under chapter 11 of the United States Bankruptcy
Code in late November 2017, to execute the various transactions
contemplated by the RSAs. Walter intends to complete the
reorganization process on an expedited basis, potentially
concluding by the end of 2017 and under all circumstances not later
than January 31, 2018. Under the contemplated plan for
reorganization agreed to in the RSAs (the "Prepackaged Plan"), it
is intended that only the holding company will file for
reorganization under chapter 11. Walter's operating entities,
including Ditech Financial LLC and Reverse Mortgage Solutions,
Inc., are expected to remain out of chapter 11 and continue their
operations in the ordinary course throughout the consummation of
the financial restructuring transactions. The Company believes it
has ample liquidity to support its businesses and the costs of the
restructuring.
Anthony Renzi, Walter's President and Chief Executive Officer,
commented, "We are making significant progress transforming our
business, and the financial restructuring contemplated by the
agreements we have reached with our lenders and noteholders are a
key part of our plans. Through these agreements, we expect to
quickly restructure our debt while ensuring that business will
continue as normal. The support of our lenders demonstrates their
confidence in our business, and we believe that we are on the right
track to emerge from this process better positioned for continued
growth and success."
Mr. Renzi continued, "The fundamentals of our core business remain
solid and we expect demand for our quality products, services and
single source convenience to continue to grow. As we move forward
we will continue to focus on serving our customers by enabling
their dreams of homeownership and caring for them throughout their
homeownership lifecycle. We appreciate the continued support of
our business counterparties and lenders, and we thank our employees
for their continued hard work and dedication. We look forward to
completing this financial restructuring so we can continue to
execute on our strategic initiatives as we seek to create a
brighter future for our company and our customers."
The Company's strategic initiatives include a focus on its "core"
business, which in general is the origination and servicing of GSE
and government mortgage loans, and the servicing of reverse
mortgage loans. The Company is continuing its efforts to reduce
costs, improve operational efficiency and further enhance its
originations business. The Company is also making progress in
improving the performance and the overall profitability of its
servicing business, including moving more toward a "fee for
service" model and away from heavy investment in mortgage servicing
rights.
The terms of the RSAs include the following:
The Company and the Lenders will become bound by the Amended and
Restated Credit Facility and receive, in full and final
satisfaction of their Allowed Term Loan Claims on the effective
date of the Prepackaged Plan (the "Plan Effective Date"), their pro
rata share of (i) term loans under the Amended and Restated Credit
Facility Agreement (such term loans to be in an aggregate principal
amount equal to the term loans then outstanding under the Credit
Agreement as of the Plan Effective Date), and (ii) any accrued and
unpaid interest under the Credit Agreement as of the Plan Effective
Date; and Noteholders will receive (i) $250 million in new Second
Lien Notes due December 2024 (the "Second Lien Notes"), and (ii)
$100 million in Mandatorily Convertible Preferred Stock (the
"Preferred Stock"). The Preferred Stock would convert into 73% of
the Common Stock pursuant to agreed conversion terms, but would be
subject to dilution by shares issuable pursuant to a management
incentive plan, shares issued after the effective date of the
restructuring transactions, and by shares issued (if any) under the
10-year Warrants (the "Warrants") expected to be received by the
Convertible Noteholders and existing common stockholders.
The Prepackaged Plan is expected to provide for recovery to the
Company's existing common stockholders, who are expected to share
50/50 with the Company's existing Convertible Noteholders in a
recovery comprising an aggregate of approximately 27% (13.5% each)
of the Company's total equity issued on the Plan Effective Date,
after giving effect to conversion of the Preferred Stock and
subject to dilution by any shares issued after the effective date
of the restructuring transactions or pursuant to a management
incentive plan; however, upon consummation of the restructuring
transactions, the Convertible Noteholders and the existing common
stockholders would initially receive, in aggregate, 100% of the
Company's new common stock and the Warrants, and the Noteholders
would initially receive 100% of the Preferred Stock and the Second
Lien Notes.
While there can be no assurance that the Warrants will become "in
the money" and therefore exercisable, the Warrants are intended to
provide the Convertible Noteholders and the Company's existing
stockholders additional incremental recovery should the Warrants
become exercisable, as described further in the RSAs. The
recovery of the Company's existing stockholders and Convertible
Noteholders is dependent upon Convertible Noteholders holding in
excess of the requisite principal amount of the Convertible Notes
voting to approve the Prepackaged Plan. If such approval is not
obtained, existing Company stockholders and the Convertible
Noteholders will not receive any recovery.
A summary of the material terms of the RSAs will be included in a
Current Report on Form 8-K being filed by the Company with the
Securities and Exchange Commission.
Advisors
Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan
Lokey is acting as investment banking debt restructuring advisor
and Alvarez & Marsal North America, LLC is acting as financial
advisor to the Company in connection with the financial
restructuring.
Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting
Inc. is acting as financial advisor to the consenting term
lenders.
Milbank, Tweed, Hadley & McCloy LLP is acting as legal counsel and
Moelis & Company LLC is acting as financial advisor to the
consenting senior noteholders.
About Walter Investment
Walter Investment Management Corp. (NYSE: WAC.BC) --
http://www.walterinvestment.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. The Company services a wide array of loans across the
credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners. Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition. Based in Fort Washington, Pennsylvania, the
Company has approximately 4,500 employees and services a diverse
loan portfolio.
"The Company is facing certain challenges and uncertainties that
could have significant adverse effects on its business, liquidity
and financing activities," as disclosed in the Company's Form 10-Q
report for the period ended June 30, 2017. "The Company may be
adversely impacted by the following factors, among others: failure
to maintain sufficient liquidity to operate its servicing and
lending businesses due to the inability to renew, replace or extend
its advance financing or warehouse facilities on favorable terms,
or at all; failure to comply with covenants contained in its debt
agreements or obtain any necessary waivers or amendments; failure
to resolve its obligation with respect to the remaining mandatory
clean-up calls; and failure to successfully restructure its
corporate debt."
The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014. As of June 30, 2017, Walter
Investment had $15.59 billion in total assets, $15.70 billion in
total liabilities and a total stockholders' deficit of $112.98
million.
Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt. The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code. These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'. The outlook is negative.
In August 2017, Moody's Investors Service downgraded Walter
Investment's corporate family rating to 'Caa3' from 'Caa2'. The
rating action follows the company's announcement that it has
entered into a restructuring support agreement with more than 50%
of senior term loan lenders.
WILDER CONCEPTS: Hires Sandground West as Bankruptcy Counsel
------------------------------------------------------------
Wilder Concepts, LLC, seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Sandground
West Silek & Raminpour, PLC, as attorney to the Debtor.
Wilder Concepts requires Sandground West to:
a. assist with required schedules and related forms;
b. represent the Debtor at creditors' meetings;
c. advise the Debtor of its duties and responsibilities
under the Bankruptcy Code;
d. assist in preparing monthly financial forms;
e. analyze cash flow and financial matters;
f. assist and advise the Debtor in connection with executor
contracts;
g. draft documents to reflect agreements with creditors;
h. resolve motions for relief from stay and adequate
protection;
i. negotiate for obtaining financing and use of cash
collateral, as necessary;
j. determine whether reorganization, dismissal, or conversion
is in the best interest of the Debtor and its creditors;
k. work with creditors' committee and other counsel, if any;
l. work on any disclosure statement and plan of
reorganization; and
m. handle other matters that arise in the normal course
of administration of the bankruptcy estate.
Sandground West will be paid at the hourly rate of $350.
In July 2017, the Debtor paid a retainer if $7,667 to Sandground
West. The firm applied $1,717 for filing fee, leaving a balance of
$5,950, held in the firm's trust account.
Sandground West will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Amir Raminpour, partner of Sandground West Silek & Raminpour, PLC,
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.
Sandground West can be reached at:
Amir Raminpour, Esq.
SANDGROUND WEST SILEK & RAMINPOUR, PLC
8500 Leesburg Pike, Suite 400
Vienna, VA 22182
Tel: (703) 942-6464
Fax: (703) 942-6468
E-mail: Araminpour@SWSRLaw.com
About Wilder Concepts, LLC
Wilder Concepts, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Va. Case No. 17-13378) on October 5, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Amir Raminpour, Esq., at Sandground West Silek &
Raminpour, PLC.
WILLIAMS FINANCIAL: Taps Akerman as Primary Bankruptcy Counsel
--------------------------------------------------------------
Williams Financial Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Akerman
LLP as primary bankruptcy counsel.
Services to be provided by Akerman are:
a. advise the Debtors with respect to their powers and duties
as a debtor-in-possession in the continued operations of its
business;
b. advise the Debtors with respect to all general bankruptcy
matters;
c. prepare, on behalf of the Debtors, all necessary motions,
applications, answers, orders, reports, and papers in connection
with the administration of its estate;
d. represent the Debtors at all critical hearings on matters
relating to its affairs and interests as debtor-in-possession
before this Court, any appellate courts, and the United States
Supreme Court, and protect the interests of the Debtors;
e. prosecute and defend litigated matters that may arise
during this case, including such matters as may be necessary for
the protection of the rights, the preservation of the estate’s
assets, or the Debtor's successful reorganization;
f. negotiate appropriate transactions and prepare any
necessary documentation related thereto;
g. represent the Debtors on matters relating to the assumption
or rejection of executory contracts and unexpired leases;
h. advise the debtors with respect to general legal matters
which may arise during the pendency of this Chapter 11 Case; and
i. perform all other legal services that are necessary for the
efficient and economic administration of these cases.
The primary attorneys and paralegal with Akerman who will represent
the Debtors are:
David W. Parham Partner $650/hour
Esther McKean Partner $360/hour
Scott Lawrence Associate $275/hour
Janice Brooks-Patton Paralegal $160/hour
David W. Parham, partner of Akerman LLP, assures this Court that
neither he nor the firm represents any interest adverse to the
Debtors, and that they are disinterest persons pursuant to 11
U.S.C. Sec. 101(14).
The Firm can be reached through:
Scott D. Lawrence, Esq.
Akerman LLP
2001 Ross Avenue, Suite 3600
Dallas, TX 75201
Tel: (214) 720-4331
Fax : (214) 981-9339
Email: scott.lawrence@akerman.com
Esther A. McKean, Esq.
420 South Orange Ave., Ste. 1200
Orlando, FL 32801-4904
Tel: 407-423-4000
Fax : 407-843-6610
Email: esther.mckean@akerman.com
David William Parham, Esq.
Akerman LLP
2001 Ross Ave., Suite 3600
Dallas, TX 75201
Tel: 214-720-4300
Fax : 214-981-9339
Email: david.parham@akerman.com
About Williams Financial Group Inc.
Williams Financial Group, Inc. and its subsidiaries WFG Management
Services Inc., WFG Investments Inc. and WFG Advisors LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Tex. Case Nos. 17-33578 to 17-33581) on September 24, 2017.
At the time of the filing, Williams Financial Group disclosed that
it had estimated assets and liabilities of $1,000,001 to $10
million.
Judge Harlin Dewayne Hale presides over the cases.
ZETTA JET USA: Creditors Panel Hires Pachulski Stang as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Zetta Jet USA,
Inc., and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to retain
Pachulski Stang Ziehl & Jones LLP, as counsel to the Committee.
The Committee requires Pachulski Stang to:
a. assist, advise and represent the Committee in its
consultations with the Chapter 11 Trustee regarding the
administration of the Case;
b. assist, advise and represent the Committee with respect to
the Chapter 11 Trustee's retention of professionals and
advisors;
c. assist, advise and represent the Committee in analyzing the
Debtors' assets and liabilities, investigating the extent
and validity of liens and participate in and review any
proposed asset sales, any asset dispositions, financing
arrangements and cash collateral stipulations or
proceedings;
d. assist, advise and represent the Committee in any manner
relevant to reviewing and determining the Chapter 11
Trustee's rights and obligations under leases and other
executory contracts;
e. assist, advise and represent the Committee in investigating
the acts, conduct, assets, liabilities and financial
condition of the Debtors, the Debtors' operations and the
desirability of the continuance of any portion of those
operations, and any other matters relevant to the Case or
to the formulation of a plan;
f. assist, advise and represent the Committee in connection
with any sale of the Debtors' assets;
g. assist, advise and represent the Committee in its analysis
of and any objection to any disclosure statement;
h. assist, advise and represent the Committee in its
participation in the negotiation, formulation, or objection
to any plan of liquidation or reorganization;
i. assist, advise and represent the Committee in understanding
its powers and its duties under the Bankruptcy Code and the
Bankruptcy Rules and in performing other services as are in
the interests of those represented by the Committee;
j. assist, advise and represent the Committee in the
evaluation of claims and on any litigation matters,
including avoidance actions; and
k. provide such other services to the Committee as may be
necessary in the Case.
Pachulski Stang will be paid at these hourly rates:
Partners $625-$1,245
Counsels $575-$995
Associates $450-$595
Paralegals $325-$350
Pachulski Stang will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the
12 months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Pachulski Stang anticipates filing a budget at the
time it files its fee applications, and any such
budget it may file will be prior approved by its
client. In accordance with the 2013 UST Guidelines,
the budget may be amended as necessary to reflect
changed circumstances or unanticipated
developments.
John W. Lucas, partner of Pachulski Stang Ziehl & Jones LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtors; (b) has not been, within two years before the date of the
filing of the Debtors' chapter 11 petition, directors, officers or
employees of the Debtors; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtors, or for any other reason.
Pachulski Stang can be reached at:
John W. Lucas, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Fax: (310) 201-0760
E-mail: jlucas@pszjlaw.com
About Zetta Jet USA, Inc.
Headquartered in Singapore, Zetta Jet claims to be the world's
first truly personalized private airline. Zetta Jet promises to
deliver the ultimate in bespoke luxury experiences to a discerning
clientele with its unique experience that combines the dedicated
Asian service philosophy with the flexibility and 'can-do' spirit
of the U.S., adorned with the glamour of Europe's enduring chic on
its Bombardier fleet with ultra-long range intercontinental
capabilities across the Pacific Rim.
Zetta Jet is a FAA-certificated air carrier and the first only part
135 operator authorized to conduct Polar flights, enabling Zetta
Jet to optimize routes without limitation. The Company has offices
both in Los Angeles and Singapore, and a network of sales and
support offices in New York, London, San Jose, Harbin and
Singapore.
Burbank, California-based Zetta Jet USA, Inc., and its Singapore-
based parent, Zetta Jet Pte. Ltd, filed voluntary bankruptcy
petitions under Chapter 11 of the U.S. Bankruptcy Code in Los
Angeles (Bankr. C.D. Cal. Case No. 17-21386 and 17-21387) on Sept.
15, 2017.
Zetta Jet PTE and Zetta Jet USA each estimated assets and debt of
$50 million to $100 million.
Levene, Neale, Bender, Yoo & Brill L.L.P, serves as counsel to the
Debtors.
Peter C. Anderson, U.S. Trustee for the Central District of
California, on Oct. 12 appointed three creditors to serve on the
official committee of unsecured creditors in the Chapter 11 cases
of Zetta Jet USA, Inc., and its debtor-affiliates. The Committee
hired Pachulski Stang Ziehl & Jones LLP, as counsel.
[*] FTI Bags TMA's Small Company Transaction of the Year Award
--------------------------------------------------------------
FTI Consulting, Inc. on Oct. 23, 2017, disclosed that its Corporate
Finance & Restructuring segment received the Turnaround Management
Association's Small Company Transaction of the Year Award for its
role in the bankruptcy reorganization of energy project development
company Juniper GTL LLC.
Juniper was constructing one of the first natural gas-to-liquid
facilities in the Western Hemisphere when construction ceased due
to the loss of a financial sponsor. The company retained FTI
Consulting's David Rush as Chief Restructuring Officer and Michael
Bui as Interim Chief Financial Officer to lead the company through
its restructuring and sale transaction process.
More than 150 parties were contacted in an effort to secure funds
to complete the project on an out-of-court basis. However, by
January 2016, Juniper had not secured an out-of-court investment,
and by February 2016, the company was on the verge of a Chapter 7
liquidation. FTI Consulting assisted in negotiating a series of
fully subordinated loans made to Juniper, which ultimately filed
for Chapter 11 with a stalking horse purchaser in place.
The FTI Consulting team secured restructuring support agreements
from numerous creditors, but was challenged when the stalking horse
bidder backed out after the bankruptcy filing. The advisors then
secured Juniper's largest creditor and a private equity firm as a
replacement bidder and completed the sales process without any
delays in the bankruptcy case. The asset sale ultimately
positioned the facility to reach full operation and provide the
United States with a natural gas conversion technology, once
complete.
"This project involved intricate commercial, financial, legal and
operational considerations that required a timely solution,
dependent upon many moving parts," said Michael Eisenband, Global
Co-Leader of the Corporate Finance & Restructuring segment at FTI
Consulting. "Our experts handle some of the most complex global
restructurings and transactions, and this award exemplifies their
tireless work and dedication to our clients."
FTI Consulting will be honored with other Turnaround and
Transaction of the Year award winners at The 2017 TMA Annual on
October 23 in Fort Worth, Texas. This award is the latest
recognition for FTI Consulting's work on the Juniper engagement.
M&A Advisor named the matter the Energy Deal of the Year ($10
million to $100 million) at its Turnaround Awards in March 2017.
About FTI Consulting
FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a
global business advisory firm dedicated to helping organizations
manage change, mitigate risk and resolve disputes: financial,
legal, operational, political & regulatory, reputational and
transactional. With more than 4,600 employees located in 28
countries, FTI Consulting professionals work closely with clients
to anticipate, illuminate and overcome complex business challenges
and make the most of opportunities. The Company generated $1.81
billion in revenues during fiscal year 2016.
*********
Monday's edition of the TCR delivers a list of indicative prices
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
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