/raid1/www/Hosts/bankrupt/TCR_Public/180109.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, January 9, 2018, Vol. 22, No. 8
Headlines
06-019 VACAVILLE: TANK Holdings Buying Solano Property for $2.5M
417 RENTALS: Taps Keller Williams as Broker
9 HOUSTON: To Pay Unsecured Creditors in Full from Sale Proceeds
ADAMIS PHARMACEUTICALS: Extends Pacific North Office Lease to 2023
ALTADENA LINCOLN: Wants Solicitation Period Extended Thru June 1
ATLANTIC CITY MUA: Moody's Affirms B3 Revenue Debt Rating
AUTO SUPPLY: Case Summary & 20 Largest Unsecured Creditors
B N EMPIRE: Sherwood Forest Wants to Bar Use of Cash
B N EMPIRE: Wants Exclusive Plan Filing Deadline Moved to March 5
BEAULIEU GROUP: Cohutta Buying Parcels of Property for $2.6M
BIBBY OFFSHORE: January 18 Chapter 15 Recognition Hearing
BISHOP GORMAN: JATCO Asks Court to Appoint Chapter 11 Trustee
BLACK SQUARE: U.S. Trustee Unable to Appoint Creditors' Committee
BOARDRIDERS INC: S&P Puts 'CCC+' CCR on CreditWatch Positive
BRYAN DEARASAUGH: $92K Sale of Conway Property to Summey Approved
CAFETAL CORP: U.S. Trustee Unable to Appoint Creditors' Committee
CAROL ROSE: XTRA Quarter Buying Breeding Equipment for $4.5K
CASA DE MONTGOMERY: Seeks Authorization to Use Cash Collateral
CDC INVESTMENT: FF & LL Buying Salisbury Property for $1.2M
CHARMING CHARLIE: Taps A&G Realty as Real Estate Advisor
CHARMING CHARLIE: Taps AlixPartners as Financial Advisor
CHARMING CHARLIE: Taps Guggenheim as Investment Banker
CLINTON NURSERIES: U.S. Trustee Appoints 3-Member Committee
COBALT INTERNATIONAL: Taps Kirkland & Ellis as Legal Counsel
COMMUNITY CHOICE: No Salary Increases for Execs in 2018
CROSS-DOCK SOLUTIONS: Bedemco Seeks Ch. 11 Trustee Appointment
DEXKO GLOBAL: Proposed $54MM Loan Add-on No Impact on Moody's CFR
DEXKO GLOBAL: S&P Rates New Incremental First-Lien Term Loans 'B'
DEXTERA SURGICAL: Aesculap-Led Auction of All Assets on Jan. 22 Set
DURON SYSTEMS: Unsecured Creditors to Recover 100% Under Plan
EMC GROUP: U.S. Trustee Unable to Appoint Creditors' Committee
EMMAUS LIFE: Issues $13 Million Promissory Note GPB Debt Holdings
FIG LLC: S&P Withdraws 'BB-' ICR Amid SoftBank Deal
FIRST MIDWEST: Fitch Affirms & Withdraws B+ Preferred Stock Rating
FISHERMAN'S PIER: U.S. Trustee Unable to Appoint Committee
FLORIDA COSMETOGYNECOLOGY: US Trustee Unable to Appoint Committee
FOLTS HOME: Wants Plan Filing Deadline Moved to June 11
GANDER MOUNTAIN: Winning Bidder Camping World Set to Open 69 Stores
GRAND VIEW FINANCIAL: Plan Filing Deadline Moved to April 16
GREENPARK RESIDENCES: U.S. Trustee Unable to Appoint Committee
HHGREGG INC: Committee Taps Chipman Brown as Special Counsel
HOT TOPIC: Moody's Hikes Corp. Family Rating to B3; Outlook Stable
HOVNANIAN ENTERPRISES: Fitch Cuts IDR to 'C' on New Debt Exchange
HUBBARD GROUP: Voluntary Chapter 11 Case Summary
IRB HOLDING: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
LEGACY RESERVES: Hikes Cortland Credit Facility to $400 Million
LEON RAMIREZ: Has Approval to Compromise 2nd Lien Note Payment
MAHIPAL RAVIPATI: Proposes Auction Sale of Vehicles
MAHIPAL RAVIPATI: Sontineni Buying 2013 Mercedes ML350 for $25K
MARSH SUPERMARKETS: Ongoing Committee Talks Delays Plan Filing
MCGEE TRUCKING: Peoples Bank Objects to Disclosure Statement
MEHRI AKHLAGHPOUR: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
MEREDITH CORP: Moody's Assigns 'B1' CFR, Outlook Stable
MONAKER GROUP: Settles Lawsuits with RealBiz & NestBuilder.com
MONEYGRAM INT'L: S&P Affirms 'B+' Rating, Outlook Stable
NEIMAN MARCUS: Appoints Retail Veteran Raemdonck as New CEO
ONCOBIOLOGICS INC: Sabby Has 9.4% Stake as of Dec. 31
OREGON DENTAL: A.M. Best Alters Outlook to Stable, Affirms bb ICR
PAL HEALTH: U.S. Trustee Appoints 3-Member Creditors' Committee
PELICAN REAL ESTATE: Trustee Taps Broad and Cassel as Counsel
PETSMART INC: Moody's Cuts CFR to B2 on Weak Operating Performance
PHASERX INC: U.S. Trustee Unable to Appoint Creditors' Committee
PRIORITY HOLDINGS: S&P Affirms 'B' CCR Amid Term Loan Upsizing
RANDOLPH AND RANDOLPH: Taps Newell & Holden as Legal Counsel
REAL INDUSTRY: Taps Ernst & Young as Auditor & Tax Advisor
RMG ENTERPRISES: Wants to Enter Into Factoring Pact With IBS
ROBERT WINZINGER: Court Okays Premium Finance Pact With BankDirect
RXI PHARMACEUTICALS: Will Effect 1-for-10 Reverse Stock Split
SARBACANE BIDCO: Moody's Assigns B2 CFR; Outlook Stable
SEADRILL LTD: Plan Hearing Moved After Bondholders Post $100M
SEARS HOLDINGS: Closing 64 Kmart and 39 Sears Stores
SEASTAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
SEASTAR HOLDINGS: Files for Chapter 11 to Sell to Silver Airways
SEASTAR HOLDINGS: Seeks to Honor Codeshare Agreements
SMG US: Moody's Assigns B3 Corporate Family Rating; Outlook Stable
TEAM HEALTH: Moody's Lowers CFR to B3; Outlook Negative
TERRAFORM GLOBAL: Moody's Puts B3 CFR on Review for Upgrade
TOYS R US: Claims Filing Deadline Set for April 6
UNIVERSAL LAND: Hicks Farms Buying Vermillion Property for $2.6M
UNIVERSAL LAND: Pinnacle Heartland Buying Edgar Property for $2.2M
USI SERVICES: Seeks Nod of $4-Mil Financing Agreement With Prestige
VILENO ENVIRONMENTAL: May Use Cash Collateral on Interim Basis
WALL GROUP: Seeks to Hire Bert Davis as CRO
WASHINGTON MCLAUGHLIN: Exit Plan Delayed Due to Settlement Efforts
WILLOW BEND: $7.2M Sale of Assets to River Parishes Approved
WJA ASSET: Selling Partnership Interests in Gothard to FAIT for $2M
WOODFORD EXPRESS: Moody's Assigns 'B2' Corp. Family Rating
XCELERATED LLC: March 19 Auction of All Assets Set
[*] Cornyn, Warren Launch Bill to Prevent Bankruptcy Forum-Shopping
[*] Henderson Franklin's Rivera Recognized in ABI's 40 Under 40
[^] Large Companies with Insolvent Balance Sheet
*********
06-019 VACAVILLE: TANK Holdings Buying Solano Property for $2.5M
----------------------------------------------------------------
06-019 Vacaville III Business Trust asks the U.S. Bankruptcy Court
for the District of Nevada to authorize the sale of 130 acres of
real property located in Solano County, California, identified as
Assessor's Parcel Number 0109-270-100, to TANK Holdings, LLC, for
$2,450,000, subject to overbid.
A hearing on the Motion is set for Feb. 7, 2018 at 1:30 p.m.
The Debtor has entered into a Purchase Agreement with the Buyer.
The terms of the Purchase Agreement are standard terms between a
seller and a third-party buyer. The Buyer is one of the
tenants-in-common and an interest holder in the Property, as set
forth in the Tenancy in Common Interest Purchase Agreement dated
May 31, 2017.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/06-019_VACAVILLE_127_Sales.pdf
The salient terms of the proposed sale to the Buyer are:
i. Assets To Be Purchased: Buyer has agreed to purchase the
Property and all of the Debtor's rights and interests related
thereto, free and clear of all liens, encumbrances, claims and
interests;
ii. Purchase Price: $2,405,000;
iii. Deposit: On Nov. 16, 2017, the Buyer made a $50,000 earnest
money deposit with First American Title Co. as a good faith
deposit. At the Closing, the Deposit will be credited toward the
Purchase Price of the Buyer in the event the Buyer is the
successful bidder. In the event the Buyer is not the successful
bidder, the Deposit will be refunded to the Buyer within 48 hours
of the hearing on the Sale Motion;
iv. Closing: The Purchase Agreement provides for a closing date
150 days after the Buyer's due diligence period expires to allow
Buyer to conduct a Phase I, a biological survey in connection with
the wetlands, soil and environmental testing. The Buyer will share
the results of the testing with any qualified bidder;
v. Stalking Horse Bidder: The Buyer to be designated as the
stalking horse bidder, with a break-up fee of $75,000, a minimum
initial overbid increment of $100,000 to cover the break-up fee and
the Debtor's costs related to the sale process, and subsequent
bidding increments of $20,000.
vi. Commissions: The Purchase Agreement provides for no payment
of commissions to any brokers;
vii. Payment of Proceeds on Closing of the Sale: The Debtor,
upon the closing of the sale, proposes to make these payments:
a. Payment in full of all taxes to Solano County in the
amount of $1,158,727 plus interest and penalties through the date
of the closing of the sale. As of Dec. 31, 2017, the Solano County
Treasurer holds a secured claim against the Property in the total
amount of $1,158,727 for delinquent real property taxes, consisting
of $528,471 in taxes, penalties and costs, $629,142 in interest,
and $1,114 in other fees;
b. Payment of closing costs arising from the Sale of the
Property; and
c. The balance will be held in escrow by the title
company for the benefit of the Debtor and may not be released
without the stipulation of the interested parties, including, but
not limited to, the TIC Holders, or by order of the Court approving
the Plan or otherwise.
The Motion asks entry of the Sale Order authorizing the sale of the
Property free and clear of liabilities, liens, claims, interests,
encumbrances and in connection therewith.
The Debtor submits that the purchase price is the highest price
achievable for the Property after a diligent marketing effort.
The Debtor asks the Court to waive the 14-day stay period under
Bankruptcy Rule 6004(h).
The Purchaser:
TANK HOLDINGS, LLC
2335 Montgomery St., Suite 907
San Francisco, CA 94104
Attn: Tom Angstadt
Telephone: (415) 720-5519
E-mail: tom@kivelangstadt.com
The Purchaser is represented by:
Oganna Brown, Esq.
HOLLEY, DRIGGS, WALCH
FINE, WRAY, PUZEY & THOMPSON
400 South Fourth Street, Suite 300
Las Vegas, NV 89101
Telephone: (702) 791-0308
Facsimile: (702) 791-1912
E-mail: Obrown@nevadafirm.com
The Creditor:
SOLANO COUNTY TAX COLLECTOR
675 Texas St., Suite 1900
Fairfield, CA 94533-6337
About 06-019 Vacaville III
Based in Las Vegas, Nevada, 06-019 Vacaville III Business Trust is
a holding company for parties who acquired an interest in a real
estate that served as collateral to secure an investment that was
ultimately foreclosed upon. The Debtor is in the business of
managing and marketing the real property for sale.
06-019 Vacaville III Business Trust filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 16-12929) on May 27, 2016. In its
petition, the Debtor listed $1.81
million in assets and $1.04 million in liabilities. The petition
was signed by Peter Becker, manager of trustee.
Judge Mike K. Nakagawa presides over the case.
Timothy P. Thomas, Esq., at the Law Office of Timothy Thomas, LLC
serves as the
Debtor's bankruptcy counsel.
417 RENTALS: Taps Keller Williams as Broker
-------------------------------------------
417 Rentals, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Missouri to hire Keller Williams Realty as
broker.
The firm will assist the Debtor in the sale of its real estate
properties in Springfield, Missouri.
Amber Lutz, a real estate agent employed with Keller Williams, has
agreed to a commission of not more than 4%, plus expenses upon sale
of each of the properties.
Ms. Lutz disclosed in a court filing that she and other employees
of the firm do not hold or represent any interest adverse to the
Debtor's estate.
The firm can be reached through:
Amber Lutz
Keller Williams Realty
2925 W. Battlefield
Springfield, MO 65804
Mobile: 417-894-5264
Office: 417-883-4900
Fax: 417-883-4929
About 417 Rentals
Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held
company in the real estate rental service industry. 417 Rentals
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley,
its member, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan &
Chapman, LLC, serves as the Debtor's bankruptcy counsel. An
official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
9 HOUSTON: To Pay Unsecured Creditors in Full from Sale Proceeds
----------------------------------------------------------------
9 Houston LLC filed with the U.S. Bankruptcy Court for the Southern
District of Texas a disclosure statement with respect to its plan
of reorganization dated Dec. 29, 2017.
Holders of allowed, Class 3 Claims will receive payment in full in
cash on the date of closing on a loan by a third party lender
sufficient to pay off the balance of all allowed Class 3 Claims,
but no later than August 6, 2018. In the event CC3 Post Oak Park
Holdings, LLC, conducts a foreclosure sale and there are surplus
funds, after the payment of administrative claims, the Debtor will
pay Allowed Class 3 Claims any surplus funds up to the amount of
the Allowed Class 3 Claims, Class 3 claims will accrue interest at
the federal judgment interest rate.
The Reorganized Debtor will continue in its attempts to consummate
the sale of the Houston Property and take out financing to pay all
classes in full. In the event that the Reorganized Debtor is unable
to either obtain take out funding or sell the Property in order to
pay off the Allowed Class 1, Class 2, and Class 3 Claims in full in
accordance with the terms of this Plan, CC3 will be entitled to
exercise its state law rights under its deed of trust, and may set
a foreclosure sale for August 7, 2018 without further order of the
Court. In the event the sale of the Property exceeds the payoff for
Class 1 and Class 2 claims, the remaining surplus will be
distributed to the Debtor. The Debtor will then immediately pay
administrative expense claims until paid in full, with any
remaining amounts paid to Class 3 Claims. If there is any remaining
surplus, it will be paid to Allowed Class 4 Claims.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-35614-48.pdf
About 9 Houston LLC
9 Houston LLC owns a fee-simple interest in 5.396 acres of land
located at 1317 Post Oak Park Drive, Houston, Texas, valued at
$29.39 million. It is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)).
9 Houston LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 17-35614) on Sept. 30, 2017. David
Schmidt, its manager, signed the petition.
At the time of the filing, the Debtor disclosed $29.39 million in
assets and $18.65 million in liabilities.
Judge Jeff Bohm presides over the case.
Jarrod Martin, Esq., at Nathan Sommers Jacobs, in Houston, Texas,
serves as counsel to the Debtor.
The Debtor tapped Jones Lang LaSalle Brokerage, Inc., as the real
estate brokerage firm and the firm's Simmi Jaggi as the listing
agent.
ADAMIS PHARMACEUTICALS: Extends Pacific North Office Lease to 2023
------------------------------------------------------------------
Adamis Pharmaceuticals Corporation has entered into a first
amendment to lease with Pacific North Court Holdings, L.P., a
California limited partnership, or Lessor. The Amendment amends
the Office Lease Agreement dated as of April 1, 2014, by and
between the Company and Lessor. Pursuant to the Lease, the Company
rents approximately 7,525 square feet of office space at 11682 El
Camino Real, Suite 300, San Diego, California 92130, which serves
as the Company's corporate headquarters.
Pursuant to the Amendment, the Company and Lessor have agreed to
extend the Term of the Lease through Nov. 30, 2023. The Amendment
provides that the Company will pay its current base rent through
Nov. 30, 2018. Commencing on Dec. 1, 2018 base rent will initially
be $28,219 per month for the first 12 months and will increase
annually to $31,760 for the 12 months ending Nov. 30, 2023. The
Amendment also provides for one option to expand whereby the
Company has a right of first refusal for an additional 3,457 square
feet of certain office space within the property.
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation
(OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a
biopharmaceutical company engaged in the development and
commercialization of specialty pharmaceutical and biotechnology
products in the therapeutic areas of respiratory disease, allergy,
oncology and immunology.
Adamis reported a net loss applicable to common stock of $20.81
million for the year ended Dec. 31, 2016, compared to a net loss
applicable to common stock of $13.57 million for the year ended
Dec. 31, 2015. As of Sept. 30, 2017, Adamis had $56.30 million in
total assets, $10.27 million in total liabilities and $46.03
million in total stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has incurred recurring losses from operations, and is
dependent on additional financing to fund operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
ALTADENA LINCOLN: Wants Solicitation Period Extended Thru June 1
----------------------------------------------------------------
Altadena Lincoln Crossing LLC seeks from the U.S. Bankruptcy Court
for the Central District of California a 120-day extension of the
exclusivity period to solicit acceptances of its plan of
reorganization and any amendments thereto, to June 1, 2018.
The Debtor says it will be filing a Third Amended Disclosure
Statement to address the issues identified at the hearing on
November 29, 2017, with respect to the second amended disclosure
statement.
The Debtor's proposed Third Amended Disclosure Statement and Third
Amended Plan of Reorganization is due to be filed by January 10,
2018. A hearing on approval of the Debtor's Third Amended
Disclosure Statement is scheduled for January 31 at 10:00 a.m., the
same date and time for the hearing on this request for an extension
of the exclusivity period. The exclusivity period expires on the
following day, February 1.
This is the Debtor's second request for an extension of the
exclusivity period. The Debtor seeks to maintain that exclusivity
to put forward an adequate disclosure statement and plan of
reorganization that incorporates these prior creditor concerns, and
to solicit acceptances of its amended plan.
While this case is not particularly large in size, the Debtor
asserts that it is complex in that there are claims against East
West Bank with respect to what the Debtor contends is an illegal
$12 million default interest penalty and potential complex lender
liability claims against the bank.
The Debtor claims that resolution of a default interest dispute and
the consequent reduction in the claim held by East West Bank is a
precondition of the Debtor's plan, as currently proposed. The
Debtor has objected to East West Bank's Proofs of Claim. The Court
has heard preliminary arguments, and has continued the hearing on
the Debtor's claim objections to March 14, 2018, with the parties
to disclose their experts by January 17 and to file supplemental
briefs by February 28.
A mediation with East West Bank to resolve the claim objections and
settle all outstanding issues is currently scheduled for January
18, 2018. Therefore, should the parties not reach a global
resolution, an extension of the exclusivity period is required
before the claim objections will be resolved. Thus, this factor
favors extending the Debtor's exclusivity periods.
The Debtor claims that it has made good faith progress towards
reorganization. The Debtor has been in contact with creditors as
to their claims, and has negotiated a resolution on many of those
claims.
The Debtor contends that it has been negotiating with its
creditors, so that it may propose a confirmable Third Amended Plan
of Reorganization. In particular, the Debtor has negotiated a
settlement with Mr. Garikian, whose claims require resolution as a
precondition to plan confirmation, providing for the assumption of
leases with Mr. Garikian as part of a confirmed plan of
reorganization. The Debtor anticipates seeking approval of a
Settlement Agreement within the near future.
The Debtor tells the Court that it has resolved the claim with Bank
of America, pending Bankruptcy Court approval. The Debtor has also
negotiated and reached tentative resolutions with secured creditors
Bromley, Inc., and Opics Real Estate and Brokerage, LLC, who
jointly hold a judgment lien claim against the Debtor, and that
resolution is pending documentation.
Moreover, the Debtor has reached agreement with Trustee Peter J.
Mastan, Trustee of the Bankruptcy Estate of BGM Pasadena, Inc., an
affiliate of the Debtor, for allowance and treatment of the BGM
secured claims.
The Debtor has also reached resolutions with secured creditors,
Dorn Platz Management, Inc., RJJ Properties, JFP-Altadena, and
Donald J. Barlow, all of which have agreed to the exchange of their
respective debts for an equity interest in the Debtor's equity
holder, DPP-Altadena, LLC. And, the Debtor's dispute with East West
Bank is on a path to resolution.
In light of the foregoing, the upcoming mediation, and the hearing
on the objections to East West Bank's claims, granting a second
extension will not prejudice the parties or disrupt the Court's
calendar, the Debtor contends.
About Altadena Lincoln Crossing LLC
Headquartered in Pasadena, California, Altadena Lincoln Crossing
LLC, a Delaware limited liability company, filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14276) on April
7, 2017, estimating its assets and liabilities at between $10
million and $50 million each. The petition was signed by Greg
Galletly, its manager.
The Debtor is an affiliate of BGM Pasadena, LLC, which sought
bankruptcy protection (Bankr. C.D. Cal. Case No. 15-27833) on Nov.
20, 2015.
Judge Julia W. Brand presides over Altadena's case. James A.
Tiemstra, Esq., at Tiemstra Law Group PC serves as the Debtor's
bankruptcy counsel. Gregory M. Salvatao Esq. at Salvato Law
Offices serves as the Debtor's general bankruptcy and litigation
counsel. Coldwell Banker Commercial North Country serves as the
Debtor's real estate broker.
ATLANTIC CITY MUA: Moody's Affirms B3 Revenue Debt Rating
---------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating on the
Atlantic City Municipal Utilities Authority, NJ's water revenue
debt. Concurrently, Moody's have changed the outlook to stable from
negative.
RATINGS RATIONALE
The B3 reflects heightened risk to MUA bondholders given the
authority's governance relationship with Atlantic City (Caa3
positive) and the diminished but still real possibility for a
dissolution or other monetization of the MUA. The rating also
reflects the authority's currently adequate debt service coverage,
low debt burden, sum-sufficient rate covenant, and a cash funded
debt service reserve fund.
RATING OUTLOOK
The assignment of a stable outlook reflects the recent indications
that the dissolution of the authority is no longer imminent. The
stable outlook also indicates Moody's expectations that the
authority's finances will remain adequate despite ongoing economic
pressures in the city.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Demonstrated improvement in Atlantic City's finances materially
reducing/eliminating the risk that the authority will be
monetized to the detriment of existing bondholders
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Formal proposals or plans to dissolve, sell, or lease MUA
assets without fully protecting water revenue bondholders
- Additional casino closures or material deterioration of the
service base
- Material reduction in debt service coverage or liquidity
LEGAL SECURITY
The bonds are secured by a lien on the net revenues of the system
and additionally by a general obligation guarantee pledge of the
city, via the provisions of a service contract.
PROFILE
The authority is a relatively small system with $16 million of
annual revenues. It collects 70% of its raw water from underground
wells and the remainder from surface water at two reservoirs.
METHODOLOGY
The principal methodology used in this rating was US Municipal
Utility Revenue Debt published in October 2017.
AUTO SUPPLY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Auto Supply Company, Inc.
3740 N. Patterson Avenue
Winston Salem, NC 27105-3540
Business Description: Founded in 1954, Auto Supply Company, Inc.
-- http://www.ascodc.com-- is a family-
owned supplier of OEM and aftermarket
automotive parts, serving the automotive
repair professional from three distribution
centers, 15 store locations and seven
battery trucks throughout North Carolina and
Western Virginia. The company's products
include: A/C Parts, Alternators & Starters,
Batteries, Bearings & Seals, Belts & Hoses,
Brakes, Caps (Radiator, Gas, etc.),
Catalytic Converters, Chassis Parts,
Chemicals, Clutches & Components, CV Axles,
Distributors, Electric Motors, Electronics,
Emissions, Engine Management, Engines &
Parts, Filters, Fuel Pumps, Fuses &
Lighting, Gaskets, Heater Parts, Ignition &
Wires, Motor Mounts, Motor Oil, Oxygen
Sensors, Power Steering, Radiators, Shocks &
Struts, Spark Plugs, Thermostats, Timing
Kits & Parts, TPMS Sensors, Transmission
Fluid, Water Pumps, Wheel Hub Assemblies,
and Wiper Blades. Auto Supply offers two
car care center programs: ACDelco PSC and
Parts Plus Car Care Center. The Company is
based in Winston Salem, North Carolina.
Chapter 11 Petition Date: January 8, 2018
Case No.: 18-50018
Court: United States Bankruptcy Court
Middle District of North Carolina (Winston-Salem)
Judge: Hon. Lena M. James
Debtor's Counsel: Ashley S. Rusher, Esq.
BLANCO TACKABERY & MATAMOROS, P.A.
Suite 500
110 S. Stratford Rd.
P. O. Drawer 25008
Winston-Salem, NC 27114-5008
Tel: (336) 293-9000
E-mail: asr@blancolaw.com
Total Assets: $13.17 million
Total Debts: $22.04 million
The petition was signed by Charles A. Key, Jr., president.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ncmb18-50018.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
A-1 Cardone Trade Debt $139,238
AC Delco/GM All Personal $534,026
6200 Grand Point Dr. Property
Mail Code
485-303-713
Grand Blanc, MI 48439
American Express Credit Card $232,537
Autopart International Trade Debt $100,706
Autoplus Auto Parts Trade Debt $498,120
16741 Collection Center D
Chicago, IL 60693
BBB Industries, LLC Trade Debt $424,727
8410 Wolf Lake
Dr. #101
Bartlett, TN 38133
Denso Products & Services Trade Debt $141,947
P.O. Box 601009
Pasadena, CA
91189-1009
Federal-Mogul Corporation Trade Debt $146,416
Ford Motor Company Inventory $3,040,981
Ford Customer Service Division Motorcraft
Credit Department Accounts
P.O. Box 6220 Receivable
Dearborn, MI 48121 Only
Global Parts Distribution Trade Debt $235,304
GSP North America Trade Debt $82,799
Key Jr, Charles $235,850
Power Stop LLC Trade Debt $346,602
6112C W. 73rd Street
Bedford Park, IL
60638
Premium Guard Inc. Trade Debt $119,759
Prime Automotive Warehouse Trade Debt $92,973
R & B, Inc. Trade Debt $124,810
Standard Motor Products Trade Debt $70,397
The Timken Corporation Trade Debt $160,743
Uquality Automotive Prod. Trade Debt $118,303
Valvoline LLC Trade Debt $72,471
B N EMPIRE: Sherwood Forest Wants to Bar Use of Cash
----------------------------------------------------
Sherwood Forest Of Temple Terrace, Inc., asks the U.S. Bankruptcy
Court for the Middle District of Florida to prohibit B N Empire,
LLC's further use of its cash collateral.
The Debtor owns an upscale office, retail and restaurant complex on
North 56th Street near East Fowler Avenue in Temple Terrace,
Florida.
Prior to the filing of the bankruptcy case, Sherwood Forest owned
and operated the Property earning the Greater Temple Terrace
Chamber of Commerce's 2011 Ed Hanna Small Business of the Year
Award. Sherwood Forest eventually sold the Property to the Debtor
in May 2015 -- a sale which received local media attention -- with
Sherwood Forest receiving a first priority blanket lien on the
Property evidenced by, inter alia, a promissory note in the
original principal amount of $3,000,000 and a Purchase Money First
Mortgage and Security Agreement.
The Debtor defaulted on the obligations evidenced by the Loan
Documents by reason of, among other defaults: (i) failing to timely
make the required monthly payment of principal and interest due on
February 1, 2017 and all months thereafter; (ii) failing to timely
pay all real estate taxes for 2015 and 2016; (iii) failing to
timely pay all taxes asserted by the State of Florida Department of
Revenue; and (iv) permitting the filing of a claim asserting
priority against the Property other than the lien for real estate
taxes and governmental assessments.
On June 9, 2017, Sherwood Forest instituted a foreclosure action
against the Debtor in the Circuit Court of the Thirteenth Judicial
Circuit in and for Hillsborough County, Florida, styled Sherwood
Forest of Temple Terrace, Inc. v. B N Empire, LLC, et al., Case No.
17-CA-005527.
In the bankruptcy case, the Debtor moved for and obtained authority
to use Sherwood Forest's cash collateral on terms approved by the
Court. Specifically, the Final Order granting the Debtor's Motion
for Authority to Use Cash Collateral required that the Debtor "pay
monthly adequate protection payments to [Lender] by making monthly
interest only payments in the amount of $17,046.30 beginning
October 1, 2017 until further order of the court.”
However, Sherwood Forest asserts that the Debtor has failed to make
the monthly adequate protection payment due Jan. 1, 2018 under the
Final Cash Collateral Order without explanation.
Accordingly, Sherwood Forest asks the Court to prohibit the Debtor
from further use of cash collateral based upon the Debtor's failure
to comply with the terms of the Court's order authorizing such use.
Sherwood Forest does not consent to the Debtor's continued use of
cash collateral because the Debtor has failed to make the adequate
protection payment for January 2018 required by the Final Cash
Collateral Order without explanation.
Attorneys for Sherwood Forest:
Andrew M. Brumby, Esq.
SHUTTS & BOWEN LLP
300 S. Orange Avenue, Suite 1000
Orlando, Florida 32801
Telephone: (407) 835-6901
Facsimile: (407) 849-7201
E-mail: abrumby@shutts.com
-- and --
Ryan C. Reinert, Esq.
SHUTTS & BOWEN LLP
4301 W. Boy Scout Blvd., Suite 300
Tampa, Florida 33607
Telephone: (813) 229-8900
Facsimile: (813) 229-8901
E-mail: rreinert@shutts.com
About B N Empire
B N Empire, LLC, owner of an upscale office, retail and restaurant
complex on North 56th Street near East Fowler Avenue in Temple
Terrace, Florida, filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 17-07841) on Sept. 5, 2017. In its petition,
the Debtor estimated $1 million to $10 million in assets and $1
million to $10 million in liabilities. The petition was signed by
Rajesh Bahl, its manager. Johnson Pope Bokor Ruppel & Burns, LLP,
is the Debtor's counsel.
B N EMPIRE: Wants Exclusive Plan Filing Deadline Moved to March 5
-----------------------------------------------------------------
B N Empire, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida to extend the exclusive periods during which
only the Debtor can file a plan of reorganization and solicit
acceptance of the plan through and including March 5, 2018, and May
1, 2018, respectively.
Pursuant to the provisions of Section 1121(b) of the U.S.
Bankruptcy Code, the Debtor has the exclusive right to file a plan
for a period of 120 days after the date of the order for relief.
The exclusivity period for this Debtor to file a plan will end on
Jan. 3, 2018. Additionally, pursuant to the provisions of 11
U.S.C. Section 1121(c)(3) of the Bankruptcy Code, any party in
interest may file a plan of reorganization if the Debtor's plan has
not been confirmed within 180 days from the entry for the order for
relief. The exclusivity period for this Debtor to confirm its
Chapter 11 Plan ends on March 2, 2018.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/flmb17-07841-69.pdf
About B N Empire
B N Empire, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 17-07841) on Sept. 5, 2017. In its petition,
the Debtor estimated $1 million to $10 million in assets and $1
million to $10 million in liabilities. The petition was signed by
Rajesh Bahl, its manager. Johnson Pope Bokor Ruppel & Burns, LLP,
is the Debtor's counsel.
BEAULIEU GROUP: Cohutta Buying Parcels of Property for $2.6M
------------------------------------------------------------
Beaulieu Group, LLC, and affiliates ask the U.S. Bankruptcy Court
for the Northern District of Georgia to authorize the private sale
of (a) the parcel of real property located in Eufaula, Alabama
consisting of approximately 37.834 acres together with a 266,000
square foot building located thereon (also known as Plant #620) and
any equipment and machinery located in such building or otherwise
on the property; (b) the parcel of real property located in
Calhoun, Georgia consisting of approximately 21.94 acres together
with a 75,788 square foot building located thereon (also known as
Plant #710) and any equipment and machinery located in such
building or otherwise on the property; (c) the parcel of unimproved
real property located on Highway 286, Rout3 5, in Murray County,
Georgia, consisting of approximately 12 acres and any equipment and
machinery located on the property; and (d) all equipment and
machinery located in the Model Facility (Plant #560), including,
without limitation, (i) 2 CMC tufting machines, (ii) certain
additional equipment and machinery designated on an attachment to
the AGREEMENT, and (iii) the contents of certain trailers (but not
the trailers themselves), to Cohutta Property Investments, LLC, for
the aggregate purchase price of $2,600,000.
Following the sale of its operating assets, the Debtors retained
ownership of a few parcels of real property and some equipment and
machinery. Pursuant to the Motion, they propose to sell a portion
of their remaining assets, the Property.
The Debtors and the Buyer have entered into the Agreement, dated
Jan. 4, 2018, for the sale of the Property. The Property will be
sold "as is, where is." The Purchaser either has or will provide
the Debtors with an earnest money deposit in the amount of $52,000
to be held in escrow by the Debtors' bankruptcy counsel pending the
closing of the sale. The Buyer will not assume any liabilities of
the Debtors in connection with the Property. The Debtors propose
to sell the Property free and clear of any and all liens, claims,
interests and encumbrances, with any valid, perfected and
enforceable liens to attach to the net proceeds generated from the
sale of the Property.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Beaulieu_Group_499_Sales.pdf
The Property has been extensively marketed and the Debtors believe
the purchase price offered for the Property as set forth in the
Agreement reflects the highest and best price that could
realistically be obtained for the Property within the foreseeable
future. Accordingly, the Debtors have agreed to cease marketing
the Property and to ask authority to sell the Property to the Buyer
pursuant to the Motion via a private sale, not subject to higher
and better offers, with the sale scheduled to close Jan. 15, 2018.
The Committee has indicated to the Debtors that the Committee
supports the proposed sale under the terms and conditions described
in the Motion and in the Agreement.
The sale of the Property as proposed is reasonable and proper under
Section 363 of the Bankruptcy Code and is in the best interests of
the Debtors, their creditors and the estates. Additionally, the
Debtors have exercised their sound business judgment in proposing
the sale of the Property. Accordingly, ample cause exists for the
proposed sale of the Property to the Buyer.
Pursuant to the terms of the Agreement, the sale must close no
later than Jan. 15, 2018 (unless such deadline is mutually extended
by the Buyer and the Debtors). Accordingly, concurrently with the
Motion, the Debtors will be filing a motion for expedited
consideration.
Because of the parties wish to close the transactions contemplated
as promptly as possible, the Debtors ask that the Court orders and
directs that the order approving the Motion will not be
automatically stayed for 14 days.
The Purchaser:
COHUTTA PROPERTY INVESTMENTS, LLC
1906 S. Hamilton Street
Dalton, GA 30720
About Beaulieu Group
Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens,
Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a
privately owned American company that manufactures and distributes
high-end quality products in carpet, engineered hardwood, laminate
and luxury vinyl. Beaulieu Group has 2,500 full- and part-time
hourly and salaried employees.
Beaulieu Group, LLC, along with the two other affiliates, filed
voluntary petitions seeking relief under the provisions of Chapter
11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case
No. 17-41677) on July 16, 2017. The cases are pending before the
Honorable Judge Mary Grace Diehl. The cases are jointly
administered.
Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel.
McGuireWoods is the special corporate counsel and Armory Strategic
Partners is the restructuring advisor. American Legal Claim
Services, LLC, is the claims and noticing agent.
No trustee or examiner has been appointed in this case. No request
has been made for the appointment of a trustee or examiner.
An Official Committee of Unsecured Creditors was appointed on July
21, 2017.
The Committee retained Thompson Hine LLP as counsel; Fox Rothschild
LLP as co-counsel; and Phoenix Management Services LLC as financial
advisor.
BIBBY OFFSHORE: January 18 Chapter 15 Recognition Hearing
---------------------------------------------------------
Howard Woodcock, in his capacity as the foreign representative in
respect of a voluntary scheme of arrangement concerning Bibby
Offshore Services PLC, filed the verified petition for recognition
of foreign main proceeding, supplementing voluntary petition, and a
motion for related relief pursuant to Section 105(a),
1507(b)(2)-(3), 1521(a), and 1525(a) of the Bankruptcy Code giving
full force and effect to UK Scheme of Arrangement pursuant to
Chapter 15 of the U.S. Bankruptcy Code.
The voluntary scheme of arrangement is pending before the Chancery
Division (Companies Court) of the High Court of Justice of England
and Wales.
A hearing is scheduled to consider the relief requested on Jan. 18,
2018, at 11:00 a.m., (New York Time), in Room 523 of the Bankruptcy
Court, One Bowling Green, New York, New York. Objections, if any,
must be filed no later than 12:00 p.m. (New York Time) on Jan. 11,
2018.
Additional information and updates in respect of the UK Proceeding
are available to noteholders at http://www.debtdomain.comand
http://www.bibbyoffshore.com/news/bibby-offshore-recapitalisation.aspx
Howard Woodcock retained as counsel:
Adam J. Goldberg, Esq.
Hugh Keenan Murtagh, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022-4834
Tel: (212)-906-1200
Fax: (2120-751-4864
Email: adam.goldberg@lw.com
hugh.murtagh@lw.com
Based in Liverpool, United Kingdom, Bibby Offshore Services Plc --
http://www.bibbyoffshore.com/-- provides a range of subsea
construction services to the oil and gas industry. The company was
incorporated in 2010 and is based in Liverpool, United Kingdom.
Bibby Offshore Holdings Limited operates as a subsidiary of Bibby
Line Group Limited. The Debtor filed for Chapter 15 (Bankr.
S.D.N.Y. Case No. 17-13588) on Dec. 20, 2017. Howard Woodcock is
the authorized representative of the Debtor. Adam J. Goldberg,
Esq., and Hugh Keenan Murtagh, Esq., of Latham & Watkins LLP,
represents Mr. Woodcock. The Debtor listed both assets and debts
unknown.
BISHOP GORMAN: JATCO Asks Court to Appoint Chapter 11 Trustee
-------------------------------------------------------------
J.A. Tiberti Construction Co., Inc. filed a motion asking the U.S.
Bankruptcy Court for the District of Nevada for an entry of an
order directing the appointment of a chapter 11 trustee in the case
of Bishop Gorman Development Corporation.
JATCO contends that the motion should be granted for "cause"
because BGDC has an inherent conflict of interest as a result of
its relationship with the Roman Catholic Bishop of Las Vegas and
His Successors rendering it impossible to fulfill its fiduciary
duties to the estate and its creditors. The factors bankruptcy
courts consider in determining whether to appoint a Chapter 11
trustee overwhelming support the entry of an order approving the
motion.
The appointment of a Chapter 11 trustee is also in the best
interest of the estate and the creditors. The factors bankruptcy
courts typically consider weigh heavily in favor of the appointment
of a Chapter 11 trustee. The benefits of appointing a Chapter 11
trustee who can truly fulfill the fiduciary duties owed to the
estate substantially outweigh the cost of the appointment,
particularly in view of the tremendous administrative burden BGDC
has placed upon the estate with no results.
J.A Tiberti Construction, Inc., represented by Gerald M. Gordon,
esq., Teresa M. Pilatowicz, esq., Erick T. Gjerdingen, esq., Mark
M. Weisenmiller, esq. of Garman Turner Gordon LLP.
About Bishop Gorman Development Corporation
Bishop Gorman Development Corporation is a charitable organization
with its principal assets located at 5959 S. Hualapai Way, Las
Vegas, Nevada. Bishop Gorman Development filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 17-11942) on April
17, 2017, estimating assets and liabilities between $100 million
and $500 million each. Deacon Aruna Silva, executive director,
signed the petition.
Judge August B. Landis presides over the case. Brett A. Axelrod,
Esq., at Fox Rothschild LLP serves as the Debtor's bankruptcy
counsel. The Debtor hired Greenberg Traurig, LLP, as its special
litigation counsel, and Wallace Neumann & Verville, LLP, as its
accountant.
BLACK SQUARE: U.S. Trustee Unable to Appoint Creditors' Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee on Jan. 2 notified the U.S.
Bankruptcy Court for the Southern District of Florida that no
official committee of unsecured creditors was appointed in the
Chapter 11 case of Black Square Financial, LLC.
Headquartered in Coral Springs, Florida, Black Square Financial,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-23562) on Nov. 8, 2017, estimating its assets at
between $100,001 and $500,000 and its liabilities at between
$500,001 and $1 million. Philip J Landau, Esq., at Shraiberg
Landau & Page PA serves as the Debtor's bankruptcy counsel.
BOARDRIDERS INC: S&P Puts 'CCC+' CCR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed its ratings on California-based
Boardriders Inc. including its 'CCC+' corporate credit rating, on
CreditWatch with positive implications.
The CreditWatch placement follows the announcement that Boardriders
plans to acquire Billabong International Ltd. for about A$197.7
million ($155 million).
S&P said, "We expect to resolve the CreditWatch when the company
announces financing details for the transaction and after we assess
Boardriders' pro forma capital structure and credit measures. We
anticipate that if we were to raise the rating, it would be limited
to one notch."
BRYAN DEARASAUGH: $92K Sale of Conway Property to Summey Approved
-----------------------------------------------------------------
Judge Ben Barry of the U.S. Bankruptcy Court for the Eastern
District of Arkansas authorized Bryan and Karen Dearasaugh to sell
their one parcel of improved real property located at 19 Northwood
Drive in Conway, Faulkner County, Arkansas to Dustin C. Summey for
$92,000.
The sale is on a strictly "as is, where is" basis with no
warranties being extended except as to title, and free and clear of
all liens, claims, interests, and encumbrances.
On the Closing Date, the closing agent will pay all required
closing costs for the sale.
The Proceeds from the sale of the Real Property will be paid as
described in the Motion and set forth for convenience: (i) there
will be a 5% real estate commission on each tract of Real Property
described in the Order and in the Motion; (ii) any delinquent or
current real estate taxes will be paid in full at closing; (iii)
each party will pay closing costs as set forth in the Purchase
Agreement; and (iv) remaining net proceeds to be paid to Centennial
Bank and applied first to the principal and past due interest on
Loan 2997 with any overages to be applied to Loan 1268.
The Order will be effective immediately upon its entry and the
14-day set forth in Rule 6004(g) of the Federal Rules of Bankruptcy
Procedure will not apply.
Bryan and Karen Dearasaugh sought Chapter 11 protection (Bankr.
E.D. Ark. Case No. 17-10969) on Feb. 20, 2017. The Debtors tapped
Kevin P. Keech, Esq., at Keech Law Firm, PA, as counsel.
CAFETAL CORP: U.S. Trustee Unable to Appoint Creditors' Committee
-----------------------------------------------------------------
The U.S. Trustee on Jan. 2 notified the U.S. Bankruptcy Court for
the Southern District of Florida that no official committee of
unsecured creditors was appointed for Cafetal Corp.
About Cafetal Corp
Based in Davie, Florida, Cafetal Corp filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-23613) on November 9, 2017, listing
under $1 million in both assets and liabilities. Mark S. Roher,
Esq. at the Law Office of Mark S. Roher, P.A. represents the Debtor
as counsel.
CAROL ROSE: XTRA Quarter Buying Breeding Equipment for $4.5K
------------------------------------------------------------
Carol Rose, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Texas to authorize the sale of breeding equipment
consisting of one Centra CL3 centrifuge with accessories to XTRA
Quarter Horses for $4,500.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The Breeding Equipment is a centrifuge used in the breeding of
quarter horses. The Debtor has marketed the Breeding Equipment for
sale since August 2016 through Carol Alison Ramsay Rose's extensive
contacts throughout the quarter horse community. The market for
equipment such as the Breeding Equipment is small, and sales of
such equipment in the business are traditionally achieved through
such contacts and word of mouth.
The breeding season in the quarter horse business begins in January
which is when demand for breeding equipment is at its greatest and
therefore is the best time to seek and obtain the highest purchase
price for such equipment. If the Breeding Equipment is not sold
early in the breeding season, not only may the Debtor not obtain
the best purchase price but may also have to wait another year for
the following breeding season to find a buyer. For these reasons,
the Debtor files the Motion concurrently with the Motion for
Expedited Hearing to ensure the proposed sale detailed in the
Motion is completed as quickly as possible.
The Debtor has located the Buyer as the potential purchaser for the
Breeding Equipment. The purchase price for the Equipment is
$4,500. The Buyer has agreed to purchase the Breeding Equipment as
is, where is, and without warranty of any kind. It has agreed to
tender the Purchase Price to the Debtor.
The Debtor has not received a higher or better offer for the
Breeding Equipment than that received from the Buyer. The parties
have not executed a contract -- the Debtor will execute a Bill of
Sale for the Breeding Equipment at closing in exchange for the
simultaneous payment of $4,500 cash. The Debtor is not aware of
any Encumbrances attaching to the Equipment. In order to
facilitate the sale, the Debtor asks that such sale be free and
clear of any and all Encumbrances.
The Debtor also asks that the requirements of Rule 2002(a) be
waived to permit the expedited sale of the Breeding Equipment as
soon as possible for the reasons described in the Motion for
Expedited Hearing filed concurrently with the Motion. And finally,
for the reasons described in the Request for Expedited Hearing, the
Debtor asks that any order entered by the Court approving the
Motion provides that the 14-day stay imposed pursuant to Bankruptcy
Rule 6004(h) is inapplicable.
About Carol Rose Inc.
Carol Rose, Inc. -- http://carolrose.com/-- owns a horse breeding
facility in Gainesville, Texas. It provides on-site breeding,
cooled semen, embryo transfer, mare care and maintenance and
foaling services. It is owned by Carol Rose, a National Reined Cow
Horse Association (NRCHA) and National Reining Horse Association
(NRHA) breeder. Ms. Rose is the sole director and shareholder of
the Debtor.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Texas Case No. 17-42058) on Sept. 19, 2017. Ms.
Rose signed the petition.
At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of less than $500,000.
Judge Brenda T. Rhoades presides over the case.
Gardere Wynne Sewell LLP is the Debtor's bankruptcy counsel.
The Debtor tapped Kelly Hart & Hallman LLP/Kelly Hart & Pitre as
its special counsel.
CASA DE MONTGOMERY: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------------
Casa De Montgomery, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Northern District of California to use
secured creditor's cash collateral to pay utilities, property taxes
insurance and maintenance of the Property.
At the time of the filing of the petition, the Debtor was the owner
of real property commonly known as 4573 Branciforte Drive, Santa
Cruz, CA 95065. Gerta Grindstaff rents a room within the house on
the property for storage. She pays $585.00/month on a
month-to-month rental basis.
On Dec. 15, 2017 Firefarms, Inc. entered into a lease for the use
of the 10,000 square foot mixed use building and adjoining land for
$19,000/month rental with payments commencing on March 1, 2018. It
The Debtor filed its bankruptcy petition to stay the sale of the
Property brought by Sequoia Mortgage Capital -- the holder of the
note secured by a first trust deed. The Debtor seeks to refinance
the Property to pay off secured creditors and to pay general
unsecured creditors in full over time.
The Property is encumbered by the following liens: (a) Santa Cruz
Co. Tax Collector, claiming approximately $ 13,512; (b) T.D.
Sequoia Mortgage Capital, asserting first priority lien in the
amount of $2,118,186, and (c) T.D. Gerardo Soto claiming
approximately $60,000.
The Debtor seeks authority to use cash collateral to pay for
property taxes, insurance, utilities and minor repairs and
maintenance pursuant to the following budget:
Property taxes $725
Insurance $375
P.O. Box Rental $15
PG&E and Utilities $600
Critical repairs & maintenance $500
------
Total $2,215
The Debtor concedes that no cash collateral may be used to pay the
Debtor's principals or for any other purpose absent further order
from the Court.
The Debtor proposes to pay to Sequoia Mortgage Capital, on the 10th
of the month commencing March 2018, all cash collateral accrued
post-petition, less the budgeted items. The Debtor further proposes
that these payments continue until the sooner of confirmation,
dismissal, or conversion.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/canb17-53037-19.pdf
About Casa De Montgomery
Casa De Montgomery, Inc., is a single asset real estate company as
defined in 11 U.S.C. Section 101(51B)). The company owns in fee
simple interest a real property located at 4573 Branciforte Dr,
Santa Cruz, CA 95065-9620 with an appraised value of $3.20 million.
Casa De Montgomery previously sought bankruptcy protection (Bankr.
N.D. Cal. Case No. 17-52075) on Aug. 29, 2017 .
Casa De Montgomery again sought Chapter 11 protection (Bankr. N.D.
Cal. Case No. 17-53037) on Dec. 19, 2017. Frank Podesta, CEO,
signed the Chapter 11 petition. At the time of filing, the Debtor
disclosed $3.23 million in total assets and $2.34 million in
liabilities. Judge Stephen L. Johnson is the case judge. The
Debtor is represented by Lars T. Fuller, Esq. at The Fuller Law
Firm.
CDC INVESTMENT: FF & LL Buying Salisbury Property for $1.2M
-----------------------------------------------------------
CDC Investment Corp. asks the U.S. Bankruptcy Court for the
District of Maryland to authorize the sale of the real property
known as 4874 Airport Road, Salisbury, Maryland and two adjoining
parcels to FF & LL, LLC, for $1,200,000
The Debtor's primary asset is the Property, which includes a 10,000
square foot residence at 4874 Airport Road, a 34.5 acre adjoining
parcel and a 38.87 acre adjoining parcel. On Dec. 5, 2017, the
Debtor executed an Agreement of Sale to sell the Property to the
Buyer, for $1,200,000. There is a financing contingency, however,
the Buyer has obtained a pre-qualification letter from MidAtlantic
Farm Credit.
The Agreement of Sale was negotiated at arm's-length by the
Debtor's broker, Coldwell Banker Residential. Pursuant to the
terms of the Agreement of Sale, settlement was to occur by no later
than Dec. 29, 2017, however, this deadline was extended pursuant to
an Addendum executed by both CDC and the Buyer.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/CDC_Investment_96_Sales.pdf
The Property is subject to a lien held by PNC Bank, N.A., which is
a judgment lien created when PNC obtained a judgment against the
Debtor and several related entities in the original amount of
$5,315,140 plus interest. To the best of the Debtor's knowledge,
information and belief, there are no other liens, claims,
encumbrances or interests on the Property. PNC consents to the
sale.
PNC will be paid the net proceeds of sale after factoring in the
Broker's commission, closing costs, a carveout for CDC's counsel
and funds to pay a quarterly fee to the Office of the United States
Trustee. The owner of the Buyer is the brother-in-law of Billie
Reynolds, personal representative of the Estate of Wilson B.
Reynolds, Jr., CDC's owner.
The Debtor believes that the proposed sale is in the best interests
of its estate. The proposed sale will provide for a substantial
payment to PNC. The Debtor represents that the sale price set
forth in the Agreement of Sale is fair and reasonable, and the sale
is in the best interests of the estate. No appraisal has been
done, but the Property has been listed for sale for more than one
year without receiving an acceptable offer, and under a Forbearance
Agreement entered into by PNC and the Personal Representative, the
Property must be auctioned absent a sale by Jan. 7, 2018. PNC has
agreed to modify this deadline and has approved the Addendum which
extended the closing deadline to Jan. 31, 2018.
Upon the Court's authorization, the Broker is entitled to receive
the agreed-upon 6% commission, which is $72,000. This commission
is not only reasonable, but has previously been approved by the
Court by virtue of the Order granting the Debtor's retention of the
Broker.
The Purchaser:
FF & LL, LLC
10105 Sweet as Sugar
Berlin, MD 21811
Attn: Robert B. Conner
About CDC Investment Corp
CDC Investment Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 15-18622) on June 17, 2015.
The petition was signed by Wilson Reynolds Jr., its president and
shareholder. At the time of the filing, the Debtor estimated its
assets and liabilities at $1 million to $10 million.
The case is assigned to Judge Thomas J. Catliota.
Tydings & Rosenberg, LLP, serves as the Debtor's Chapter 11
counsel.
Mr. Reynolds, Jr., the Debtor's sole shareholder, passed away on
Jan. 9, 2016. His wife, Billie Reynolds, was appointed as personal
representative by the Circuit Court for Wicomico County, and has
been making all business decisions regarding the Debtor since that
date.
CHARMING CHARLIE: Taps A&G Realty as Real Estate Advisor
--------------------------------------------------------
Charming Charlie Holdings Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire A&G Realty
Partners, LLC as its real estate advisor.
The firm will, among other things, assist the company and its
affiliates in reviewing their leases and provide them with a real
estate analysis; negotiate with landlords to obtain early
termination rights, lease modifications or lease sales; and market
the leases as deemed necessary.
Pursuant to its services agreement with the Debtors, A&G Realty
will be paid a fee of 3% of the "occupancy cost savings" per lease
for each monetary lease modification it obtains; a fee of $750 per
lease for each non-monetary lease modification; and one-fourth of
one month's gross occupancy cost per lease not to exceed $3,000 per
lease for each early termination right obtained.
Meanwhile, the firm will receive a fee of 4% of the gross proceeds
per sale for each lease sale obtained; a fee of $500 per lease for
each landlord consent obtained; and a fee of 3% of the "lease claim
mitigation savings amount" for each lease claim mitigation
obtained.
Moreover, A&G Realty will be paid a $40,000 fee for real estate
analysis to be applied against the $150,000 retainer it will
receive from the Debtors.
Andrew Graiser, principal of A&G Realty, disclosed in a court
filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew Graiser
A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Main: 631-420-0044 / 631-465-9506
Mobile: 516-946-8982
Fax: 631-420-4499
Email: andy@agrealtypartners.com
About Charming Charlie Holdings
Charming Charlie -- http://www.CharmingCharlie.com/-- is a
Houston-based specialty retailer focused on fashion jewelry,
handbags, apparel, gifts and beauty products.
Charming Charlie Holdings Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11,
2017. At the time of filing, the Company operated more than 375
stores in the United States and Canada.
Charming Charlie estimated assets of $50 million to $100 million
and debt of $100 million to $500 million.
Kirkland & Ellis LLP is serving as the Company's legal counsel,
AlixPartners LLP is serving as its restructuring advisor and
Guggenheim Securities, LLC is serving as its investment banker.
Klehr Harrison Harvey Branzburg LLP is the Company's local counsel.
Rust Consulting/OMNI Bankruptcy is the claims and noticing agent.
Joele Frank, Wilkinson Brimmer Katcher is the Company's
communications consultant. A&G Realty Partners, LLC's the
Company's real estate advisors. Hilco Merchant Resources LLC is
the Company's exclusive agent.
CHARMING CHARLIE: Taps AlixPartners as Financial Advisor
--------------------------------------------------------
Charming Charlie Holdings Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire AlixPartners,
LLP as financial advisor.
The firm will, among other things, assist the Debtors' management
in the design and implementation of a restructuring strategy; work
with the senior management to negotiate and implement restructuring
initiatives; assist in the development of the Debtors' revised
business plan, rolling 13-week cash receipts and disbursements
forecasting tool and an actual to forecast variance reporting
mechanism; and assist the Debtors with case administration.
The firm's hourly rates are:
Managing Director $960 – $1,135
Director $745 - $910
Vice-President $550 - $660
Associate $380 - $520
Analyst $135 - $365
Paraprofessional $250 - $270
AlixPartners and its affiliates received unapplied advance payments
from the Debtors in the amount of $200,000.
Michael Feder, managing director of AlixPartners, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael A. Feder
AlixPartners, LLP
909 Third Avenue
New York, NY 10022
Office: +1 (312) 551-3294
Mobile: +1 (312) 560-1480
Email: mfeder@alixpartners.com
About Charming Charlie Holdings
Charming Charlie Holdings Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11,
2017. Charming Charlie -- http://www.CharmingCharlie.com/-- is a
Houston-based specialty retailer focused on fashion jewelry,
handbags, apparel, gifts and beauty products. At the time of the
bankruptcy filing, the Company operates more than 375 stores in the
United States and Canada. Charming Charlie estimated assets of $50
million to $100 million and debt of $100 million to $500 million.
Kirkland & Ellis LLP is serving as the Company's legal counsel,
AlixPartners LLP is serving as its restructuring advisor and
Guggenheim Securities, LLC is serving as its investment banker.
Klehr Harrison Harvey Branzburg LLP is the Company's local
counsel.
Rust Consulting/OMNI Bankruptcy is the claims and noticing agent.
Joele Frank, Wilkinson Brimmer Katcher is the Company's
communications consultant. A&G Realty Partners, LLC's the
Company's real estate advisors. Hilco Merchant Resources LLC is
the Company's exclusive agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors to the
Chapter 11 case.
CHARMING CHARLIE: Taps Guggenheim as Investment Banker
------------------------------------------------------
Charming Charlie Holdings Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Guggenheim
Securities, LLC as investment banker.
The firm will, among other things, review the business, financial
condition and prospects of the company and its affiliates; evaluate
alternative structures and strategies for implementing a
transaction; implement a marketing plan for the transaction; and
solicit and review proposals received with respect to the
transaction.
Guggenheim will be paid a non-refundable monthly fee of $100,000
per month whether or not any transaction is consummated. If any
restructuring or sale transaction is consummated, the firm will
receive a fee of $1.75 million.
Meanwhile, if the Debtors consummate any financing transaction,
they will pay Guggenheim one or more financing fees in an amount
equal to the sum of: (i) 150 basis points (1.5%) of the aggregate
face amount of any new debt obligations to be issued or raised by
the Debtors in any debt financing that is secured by first priority
liens over any portion of the Debtors' or any other person's
assets; plus (ii) 250 basis points (2.5%) of the aggregate face
amount of any new debt obligations to be issued or raised by the
Debtors in another debt financing; plus (iii) 500 basis points (5%)
of the aggregate amount or stated value of any new capital issued
or raised by the Debtors in any equity financing.
Stuart Erickson, senior managing director at Guggenheim, disclosed
in a court filing that his firm does not hold or represent any
interest adverse to the Debtors' estates.
The firm can be reached through:
Stuart Erickson
Guggenheim Securities, LLC
330 Madison Avenue
New York, NY 10017
Phone: 212-739-0700
About Charming Charlie Holdings
Charming Charlie Holdings Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11,
2017. Charming Charlie -- http://www.CharmingCharlie.com/-- is a
Houston-based specialty retailer focused on fashion jewelry,
handbags, apparel, gifts and beauty products. At the time of the
bankruptcy filing, the Company operates more than 375 stores in the
United States and Canada. Charming Charlie estimated assets of $50
million to $100 million and debt of $100 million to $500 million.
Kirkland & Ellis LLP is serving as the Company's legal counsel,
AlixPartners LLP is serving as its restructuring advisor and
Guggenheim Securities, LLC is serving as its investment banker.
Klehr Harrison Harvey Branzburg LLP is the Company's local
counsel.
Rust Consulting/OMNI Bankruptcy is the claims and noticing agent.
Joele Frank, Wilkinson Brimmer Katcher is the Company's
communications consultant. A&G Realty Partners, LLC's the
Company's real estate advisors. Hilco Merchant Resources LLC is
the Company's exclusive agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors to the
Chapter 11 case.
CLINTON NURSERIES: U.S. Trustee Appoints 3-Member Committee
-----------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, notified the U.S.
Bankruptcy Court for the District of Connecticut, New Haven
Division, that he has appointed three members to the official
committee of unsecured creditors of Clinton Nurseries, Inc., and
its debtor affiliates.
The Committee members are:
(1) CONTAINER CENTRALEN, INC.
c/o Greg Chouljian
V.P. Finance
855 E. Plant Street, Suite 1200
Winter Garden, FL 34787
Telephone: (407) 287-6590
Email: greg.chouljian@cc-racks.com
(2) NURSERY SUPPLIES & SUMMIT PLASTICS COMPANY
c/o Kenneth Hebert
Vice President & Chief Financial Officer
1415 Orchard Drive
Chambersburg, PA 17201
Telephone: (717) 263-7780
Email: Khebert@Nurserysupplies.com
(3) THE CONARD-PYLE COMPANY, INC.
d/b/a STAR ROSES AND PLANTS
c/o David Watkins
Chief Financial Officer
8 Federal Road, Suite 6
West Grove, PA 19390
Telephone: (610) 869-2426, ext. 2002
Email: dwatkins@starrosesandplants.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are assigned
to Judge Ann M. Nevins. The cases are jointly administered under
Case No. 17-31897.
At the time of filing, Clinton Nurseries estimated assets and
liabilities at $10 million to $50 million.
Zeisler & Zeisler, P.C., is the Debtors' counsel.
COBALT INTERNATIONAL: Taps Kirkland & Ellis as Legal Counsel
------------------------------------------------------------
Cobalt International Energy, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
legal counsel.
Kirkland will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; negotiate with creditors; give
advice on any potential sale of their assets; represent the Debtors
in connection with obtaining authority to continue using cash
collateral and post-petition financing; and provide other legal
services related to their Chapter 11 cases.
Kirkland's hourly rates are:
Partners $965 - $1,795
Of Counsel $575 - $1,795
Associates $575 - $1,065
Paraprofessionals $220 - $440
On August 18, 2016, the Debtors paid $250,000 to Kirkland, which
constituted an "advance payment retainer." Subsequently, the
Debtors paid additional advance payment retainers totaling
$3,193,226.
Chad Husnick, president of Chad J. Husnick, P.C., a partner of
Kirkland, disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Husnick disclosed that Kirkland has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Kirkland professional has varied his rate
based on the geographic location of the Debtors' bankruptcy cases.
Mr. Husnick also disclosed that the firm has represented the
Debtors during the 12-month period before the petition date and
that from September 12 to December 31, 2017, the firm's hourly
rates for its services range from $930 to $1,745 for partners, $555
to $1,745 for of counsel, $555 to $1,015 for associates, and $215
to $420 for paraprofessionals.
The Debtors have already approved the firm's budget and staffing
plan for the period December 14, 2017 to April 14, 2018, according
to Mr. Husnick.
Kirkland can be reached through:
Chad J. Husnick, Esq.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Tel: +1 312-862-2000 / +1 312-862-2009
Fax: +1 312-862-2200 / +1 312-862-2200
Email: chad.husnick@kirkland.com
About Cobalt
Cobalt International Energy -- http://www.cobaltintl.com-- is an
independent exploration and production company active in the
deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was
formed in 2005 and is headquartered in Houston, Texas.
Cobalt International Energy, Inc. and five of its subsidiaries
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec.
14, 2017. David D. Powell signed the petition as chief financial
officer.
The Debtors reported total assets of $1.69 billion and total debt
of $3.16 billion as of Sept. 30, 2017.
The Debtors are represented by Zack A. Clement PLLC as local
bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Houlihan Lokey
Capital, Inc., as financial advisor and investment banker, and
Kurtzman Carson Consultants LLC as claims and noticing agent.
COMMUNITY CHOICE: No Salary Increases for Execs in 2018
-------------------------------------------------------
The Compensation Committee of the Board of Directors of Community
Choice Financial Inc. approved on Jan. 2, 2018, the recommendations
of the Company's named executive officers, and based thereon:
* The Committee, at the recommendation of the NEOs, determined
that there would be no salary increases and no cash incentive
awards established for any of the Company's NEOs for 2018.
* The Committee also declined to increase the compensation for
any Director of the Company for 2018.
* The Committee, again based on the recommendations of the NEOs
and based on Company performance over the calendar year,
declined to approve the full annual cash incentive award to
any of the NEOs, but approved a partial cash incentive award
to each based on their individual performance, as follows:
Target Approved
Bonus for Payment
--------- -----------
William E. Saunders $1,250,000 $424,000
Kyle F. Hanson $700,000 $235,000
Michael J. Durbin $500,000 $165,000
Bridgette C. Roman $300,000 $100,000
* The Committee approved the following stock option grants to
the following NEOs pursuant to the Company's 2011 Management
Equity Incentive Plan:
William E. Saunders 30,051
Kyle F. Hanson 18,771
Michael J. Durbin 17,831
Bridgette C. Roman 9,906
Each of these option awards have a grant date of Jan. 1, 2018, and
an exercise price of $1.00 per share, and will fully vest and
become exercisable on Dec. 31, 2018.
The Committee further approved new awards under the Company's
Retention Plan, adopted on April 28, 2014, to William E. Saunders,
Jr., Kyle F. Hanson, Michael J. Durbin and Bridgette C. Roman,
which awards are to be effective Dec. 31, 2017. These awards
provide the following payments but are subject to a repayment
obligation in the event that the NEO leaves the Company’s employ
prior to Dec. 31, 2018:
Repayment if NEO
Leaves Prior to
6/30/18
----------------
William E. Saunders $825,000 $412,500
Kyle F. Hanson $465,000 $232,500
Michael J. Durbin $335,000 $167,500
Bridgette C. Roman $200,000 $100,000
In addition, these awards further require that: (a) the recipient
must be employed by the Company, inclusive of its subsidiaries, as
of the date the bonus is paid; (b) that the payment causes no event
of default under the Company's bond indenture, credit agreement or
other debt obligations, and (c) that each recipient (x) releases
and relinquishes any claim in any way related to any portion of
his/her 2017 incentive bonus not authorized for payment by the
Committee, and (y) in the event that he/she leaves the Company's
employ, or that of any of its subsidiaries or affiliates, during
calendar year 2018, either as a result of a resignation without
Good Reason or a termination other than for Cause, as defined in
the Retention Plan, he/she shall repay (or, at the Company's
option, the Company may withhold from any final pay) the repayment
amount indicated in the aforementioned table, which will be reduced
by one-sixth at the end of each month following June 30, 2018.
About Community Choice Financial
Community Choice Financial Inc. -- http://www.ccfi.com/-- is a
retailer of financial services to unbanked and underbanked
consumers through a network of 501 retail storefronts across 12
states and are licensed to deliver similar financial services over
the internet in 31 states. CCFI focuses on providing consumers
with a wide range of convenient financial products and services to
help them manage their day-to-day financial needs including
consumer loans, check cashing, prepaid debit cards, money
transfers, bill payments, and money orders.
Community Choice reported a net loss of $1.54 million for the year
ended Dec. 31, 2016, following a net loss of $70.01 million for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Community
Financial had $369.6 million in total assets, $446.1 million in
total liabilities and a total stockholders' deficit of $76.51
million.
* * *
In April 2017, S&P Global Ratings affirmed its issuer credit rating
on Community Choice Financial at 'CCC'. The outlook remains
negative. S&P said an upgrade is unlikely over the next 12 months.
However, S&P could revise the outlook to stable if there is
reduced refinancing risk, the pending CFPB regulations are less
stringent than expected, and the company is able to improve its
operational performance.
In February 2016, Moody's Investors Service affirmed Community
Choice Financial's 'Caa1' corporate family rating. Moody's
affirmation of Community Choice's ratings reflects the company's
meaningfully reduced leverage as a result of its recently announced
debt repurchases at a substantial discount.
CROSS-DOCK SOLUTIONS: Bedemco Seeks Ch. 11 Trustee Appointment
--------------------------------------------------------------
Bedemco Inc. filed an emergency motion asking the U.S. Bankruptcy
Court for the District of New Jersey for the entry of an order
directing the appointment of a chapter 11 trustee in the case of
Cross-Dock Solutions, LLC.
Bedemco moves for the appointment of a chapter 11 trustee because
the operations of Cross-Dock are in disarray, and the Debtor, its
creditors and its customers face an imminent catastrophe because
the Debtor must surrender its leased warehouse space in Edison and
Raritan no later than Feb. 28, 2018 -- and possibly as soon as Jan.
31, 2018 -- and the Debtor has neither a firm commitment for
replacement warehouse space nor any form of transition plan for its
customers in the event that no such replacement space can be
found.
The core of Cross-Dock's business, storage of customer goods and
managing outbound shipments for its customers has been chaotic and
disastrous. The Debtor has admitted to a continuing problem with
spoilage of goods stored in its warehouses. But beyond that serious
issue, Bedemco has experienced substantial problems with
contamination and damage to stored products, short shipments of
products to Bedemco customers, mis-shipments of product to Bedemco
customers, and product shortages. Likely these problems also
afflict other customers of the Debtor. As a warehouse operator, the
Debtor has statutory and common law obligations to its customers;
the Debtor’s failures to properly operate its warehouses and ship
customer orders are in breach of those duties and give rise to
substantial claims against the Debtor.
The Debtor's toxic and dangerous combination of operational
incompetence, continuing losses with no prospect of recovery,
inability to meet post-petition obligations, misrepresentation of
its financial condition, and disregard for the interests of the
Debtor's customers prove cause by the clear and convincing
standard. Once cause has been established, the appointment of a
trustee is mandatory. The appointment of a chapter 11 trustee is
further in the best interests of creditors; this case demands that
a fair, responsible and transparent fiduciary be appointed
immediately to bring order to the chaos.
The Debtor's gross mismanagement of its business, its breaches of
its fiduciary duties and its blatant lack of transparency in this
proceeding justify the appointment of a Trustee in this case.
A full-text copy of the Bedemco's Motion is available at:
http://bankrupt.com/misc/njb17-26993-108.pdf
Bedemco, Inc. is represented by:
Jason D'Angelo
HERRICK, FEINSTEIN LLP
One Gateway Center
Newark, New Jersey 07102
(973) 274-2000
(973) 274-2500 (fax)
JDAngelo@herrick.com
About Cross-Dock Solutions LLC
Cross-Dock Solutions -- http://cross-docksolutions.com/-- is a
full service third party provider with climate controlled
warehousing and multiple compartmented less-than-load (LTL) and
truckload equipment that can accommodate chilled and frozen
products on the same refrigerated trailer. The Company also offers
cross-dock capabilities, cold chain storage and a warehouse
management solution(WMS)that can be customized to its customers'
business needs.
Cross-Dock Solutions, LLC, based in Edison, New Jersey, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 17-26993) on August 22,
2017. The Hon. Kathryn C. Ferguson presides over the case.
Patricia A. Staiano, Esq., at Hellring Lindeman Goldstein & Siegal
LLP, 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 Pedro
Cardenas, its managing member.
DEXKO GLOBAL: Proposed $54MM Loan Add-on No Impact on Moody's CFR
-----------------------------------------------------------------
Moody's Investors Service says that Dexko Global, Inc. proposed $54
million add-on to its $982 million first lien term loan due 2024
and $156 million delayed draw term loan due 2024 is credit negative
because it increases debt at the time when the performance is below
Moody's expectations. However, the transaction does not impact the
company's ratings including its B2 Corporate Family Rating ("CFR"),
B2-PD Probability of Default Rating ("PDR"), B1 ratings on the
first lien credit facilities, Caa1 rating on the second lien credit
facilities or stable rating outlook. Ratings are not impacted
because, although debt-to-EBITDA leverage is high, the company's
performance is expected to improve and the liquidity position
remains good. The company is also repricing the first lien credit
facilities to reduce interest rate by 50bps.
RATINGS RATIONALE
Headquartered in Novi Michigan, DexKo Global, Inc. is a
manufacturer of trailer axles, motorized chassis and other related
products primarily in North America and Europe. Revenue for the 12
months ended September 2017 pro-forma for its recent acquisitions
was approximately $1.3 billion. Since July 2017, DexKo is majority
owned by KPS Capital Partners with a minority stake owned by The
Sterling Group.
DEXKO GLOBAL: S&P Rates New Incremental First-Lien Term Loans 'B'
-----------------------------------------------------------------
DexKo Global Inc. is raising approximately $54 million in
incremental first-lien term loans (comprising a $30 million tranche
and a EUR20 million tranche)and approximately $156 million in
delayed draw first-lien term loans (comprising a $50 million
tranche and a EUR90 million tranche). The company plans to use the
proceeds from the term loans for future acquisitions and to pay
back the borrowings on its revolving credit facility.
S&P Global Ratings affirmed its 'B' corporate credit rating on
DexKo Global Inc. The 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 incremental
first-lien term loans (comprising a $30 million tranche and a EUR20
million tranche) and delayed draw first-lien term loans (comprising
a $50 million tranche and a EUR90 million tranche). The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 55% for the $30 million and $50 million
tranches and 65% for the EUR20 million and EUR90 million tranches)
in the event of a default.
"Additionally, we affirmed our 'B' issue-level rating on the
company's existing revolving credit facility and first-lien term
loans. The '3' recovery rating remains unchanged, indicating our
expectation for meaningful recovery (50%-70%; rounded estimate: 65%
for the $150 million revolving credit facility and EUR100 million
first-lien loan and 55% for all of the other first-lien loans) in
the event of a default.
"We also affirmed our 'CCC+' issue-level rating on the company's
$250 million second-lien term loan. The '6' recovery rating remains
unchanged, indicating our expectation for negligible recovery
(0%-10%; rounded estimate: 0%) in the event of a default."
Since the fourth quarter of 2017, DexKo Global has entered into
definitive agreements to complete three acquisitions, which the
company has partially funded with borrowings from its revolving
credit facility. The company has also continued to pursue other
tuck-in opportunities and has identified several acquisitions,
which it expects to close during the first quarter of 2018.
Therefore, DexKo is looking to raise approximately $210 million in
first-lien term loans to fund future acquisitions and pay down the
borrowings under its revolving credit facility. S&P views these
acquisitions as consistent with the company's growth strategy of
expanding its product offerings into new but related components and
solidifying its presence in the North American and European
markets.
S&P said, "The stable outlook on DexKo reflects our expectation
that modest economic growth over next 12-18 months will support
continued demand for the company's products and moderate organic
sales growth. We anticipate that the company's operating margins
will continue to improve due to management's process-improvement
initiatives, contributions from its acquisitions, and the roll-off
of various restructuring and transaction-related expenses. Over the
next 12 months, we expect DexKo to maintain an adjusted
debt-to-EBITDA metric of less 7.0x, which is consistent with the
current rating.
"Although unlikely, we could lower our ratings on DexKo if
weakening economic or construction activity reduces the company's
sales volumes or operating margins. Under these conditions, we
would expect the company's adjusted debt-to-EBITDA to remain above
7.0x on a sustained basis. This could occur if the company's sales
decline by the low-single digit percent area while its operating
margins contract by 400 basis points (bps) from the assumptions in
our base-case scenario. We could also lower our ratings if the
company pursues acquisitions or shareholder rewards that cause its
credit metrics to weaken to the aforementioned levels.
"Furthermore, we could lower our ratings on DexKo if its liquidity
position becomes constrained such that it draws on more than 35% of
its revolving credit facility's committed amount, triggers the
springing first-lien net leverage covenant, and a near-term pay
down appears unlikely.
"Although unlikely over the next 12 months, we could raise our
ratings on DexKo if better-than-expected demand and improving
operating leverage cause the company's debt leverage to fall below
5.0x on a sustained basis. This could occur if the company's sales
increase by the mid-single digit percent area and its operating
margins expand by 300 bps above our base-case assumptions. In
addition, we would need to be confident that its financial sponsor
is committed to maintaining financial policies that would enable
DexKo to sustain this reduced level of leverage."
DEXTERA SURGICAL: Aesculap-Led Auction of All Assets on Jan. 22 Set
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Dextera Surgical, Inc.'s bidding procedures
in connection with the sale of substantially all assets to
Aesculap, Inc., for $17,300,000 in cash, plus assumption of certain
liabilities, subject to overbid.
The Debtor may sell the Purchased Assets and enter into the
transactions contemplated by the Stalking Horse APA by conducting
an Auction in accordance with the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Amount of Bid: $18 million
b. Good Faith Deposit: 10% of the Bid
c. Bid Deadline: Jan. 19, 2018 at 5:00 p.m. (EST)
d. Auction: The Auction will take place on Jan. 22, 2018 at
10:00 a.m. (EST) at the offices of Cooley, LLP, 1114 Avenue of the
Americas, New York, New York.
e. The Stalking Horse Payment will be taken into account in
connection with each round of bidding and in each phase of the
Auction by adding $519,000 to the amount of each bid made by the
Stalking Horse Bidder.
f. Any credit bids submitted by a party other than the
Stalking Horse Bidder will include a cash component that is
sufficient to pay the amount of the Stalking Horse Payment.
g. Overbid: $100,000
h. Sale Hearing: Jan. 23, 2018 at 10:00 a.m. (EST)
i. Sale Objection Deadline: Jan. 19, 2018 at 5:00 p.m. (EST)
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Dextera_Surgical_111_Order.pdf
On three business days after entry of the Order, the Debtor will
cause the Motion and the Sale Notice upon all parties-in-interest
and the Assumption and Assignment Notice on all counter-parties to
the Debtor's Contracts. No later than 12 days prior to the Sale
Hearing, the Stalking Horse Bidder will (i) designate in writing to
the Debtor which of the Debtor's Contracts are to be assumed by the
Debtor and assigned to the Stalking Horse Bidder if the Stalking
Horse Bidder becomes the Successful Bidder; and (ii) submit to the
Debtor the Stalking Horse Bidder Information. The
No later than the Bid Deadline, and in connection with submission
of a bid, any bidder other than the Stalking Horse Bidder will
designate to the Debtor which of the Debtor's Contracts are to be
assumed by the Debtor and assigned to such bidder if such bidder
becomes the Successful Bidder. Any objection to the assumption and
assignment of a Debtor's Contract or to the Asserted Cure Amount,
must be filed with the Court on or before the Sale Objection
Deadline, and served so as to be received the same day as the
objection is filed, upon the Objection Notice Parties.
The Stalking Horse Bidder and any other Successful Bidder may
remove any of the Debtor's Contract from its list of Contracts
designated for assumption and assignment at any time prior to the
conclusion of the Sale Hearing. The Stalking Horse Bidder is
entitled to make any bids at the Auction in compliance with the
Bidding Procedures.
If the Stalking Horse APA has not been terminated by the Debtor
based on a breach by the Stalking Horse Bidder, and the Debtor
sells all or substantially all of the Purchased Assets in a
transaction or series of transactions with one or more persons
other than the Stalking Horse Bidder, upon consummation of such
transaction(s), from the proceeds of such sale(s), the Debtor will
pay to the Stalking Horse Bidder $519,000. Except for the Stalking
Horse Bidder, no other party submitting an offer or Bid for the
Purchased Assets or a Qualifying Bid will be entitled to any
expense reimbursement, break-up, termination or similar fee or
payment.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 6006(d), 7062, 9014 or any other provisions of the
Bankruptcy Rules or the Local Rules stating the contrary, the terms
and conditions of the Order will be immediately effective and
enforceable upon its entry. All time periods set forth in the
Order will be calculated in accordance with Bankruptcy Rule
9006(a).
About Dextera Surgical
Headquartered in Redwood City, California, Dextera Surgical Inc.
(Nasdaq:DXTR) -- https://www.dexterasurgical.com/ -- is a medical
device company that designs and manufactures proprietary stapling
devices that enable the advancement of minimally invasive surgical
procedures. Founded in 1997 as Vascular Innovations, Inc., the
Company changed its name in November 2001 to Cardica, Inc., and in
June 2016 to Dextera Surgical Inc. Dextera had its initial public
offering in 2006 and its common stock is publicly traded and prior
to the bankruptcy filing, had been listed on the NASDAQ Capital
Market (DXTR).
Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12913) on Dec. 11, 2017.
The Company disclosed $6.53 million in total assets and $14.82
million in total debt as of Sept. 30, 2017.
The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley
LLP as special corporate counsel; JMP Securities, LLC, as financial
advisor and investment banker; Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
DURON SYSTEMS: Unsecured Creditors to Recover 100% Under Plan
-------------------------------------------------------------
Duron Systems, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement and plan of
reorganization.
Class 19 under the plan consists of all allowed, unsecured,
non-priority claims against the Debtors. Based on the Debtors'
schedules and the proofs of claim currently filed with the
Bankruptcy Court, the Debtors estimate that the total amount of
claims in this class is $1,041,125.80. The Debtors will pay 100% of
these claims. The creditors in Class 19 will receive 50% of the
Debtors' net cash flow, if any, from the previous calendar year.
50% Net Cash Flow will be determined by reducing the Debtors' gross
revenue from the previous calendar year by all payments of ordinary
and necessary expenses in the previous calendar year and by all
payments in the previous calendar year to Classes 1 through 17 and
dividing the resulting amount in half.
The Debtors believe that the proposed plan is feasible. The
projections demonstrate the feasibility of the plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-33692-87.pdf
About Duron Systems
Established in 1980, Duron Systems, Inc. --
http://www.duronsystems.com/-- is an oil and gas fabrication
facility located in Houston, Texas. The Company offers turnkey
project management solutions to meet its customers' ever-increasing
demands. Duron features its own pull test facilities up to 100,000
Lbs., stress relieving and hydro-testing equipment, and 24-hour
operations. Its fabrication and cladding weld procedures are
qualified to AWS, ASME, DNV, ABS, API, NACE, and specific customer
requirements. As the only AWS certified fabricator in Houston,
Duron Systems also maintains an ISO Compliant Process Management
System.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 17-33692) on June 13, 2017, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Phillip Lower, director.
Judge Karen K. Brown presides over the case.
Reese W Baker, Esq., at Baker & Associates serves as the Debtor's
bankruptcy counsel.
EMC GROUP: U.S. Trustee Unable to Appoint Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee on Jan. 2 notified the U.S. Bankruptcy Court for
the Southern District of Florida that no official committee of
unsecured creditors was appointed for EMC Group, Inc.
About EMC Group Inc.
EMC Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22636) on October 18,
2017. Jerry Jacobson, authorized representative, signed the
petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $1 million.
Judge Paul G. Hyman, Jr. presides over the case.
EMMAUS LIFE: Issues $13 Million Promissory Note GPB Debt Holdings
-----------------------------------------------------------------
Emmaus Life Sciences, Inc., entered into a Securities Purchase
Agreement with GPB Debt Holdings II, LLC, pursuant to which the
Company issued to GPB a $13,000,000 principal amount senior secured
convertible promissory note for an aggregate purchase price of
$12,480,000. The Initial Note was issued with a 4.0% original
issue discount.
The Initial Note, which matures on Dec. 29, 2020, initially
provides for monthly payments of interest, which accrues at the
rate of 12.5% per annum. In addition, the Initial Note also
provides for an annual payment of paid in kind interest at the rate
of 1.0% per annum. Beginning on the 30th month after the issuance
of the Initial Note, the Company is required to make monthly
principal payments in an amount equal to 5% of the original
principal amount.
The Initial Note (including accrued and unpaid interest) may be
prepaid, in whole or in part, at any time prior to the Maturity
Date, upon 20 days' prior written notice; provided, however, that
during such notice period, GPB may exercise its conversion rights
in whole or in part. Upon a prepayment, in whole or in part, the
Company will pay GPB an additional success fee equal to (a) 2% of
any such payment if such payment is paid prior to the 24th-month
anniversary of the Original Issue Date or (b) 3% of any such
payment if such amount is paid on or after the 24th-month
anniversary of the Original Issue Date, inclusive of the Maturity
Date.
The Initial Note is convertible at any time, in whole or in part,
at GPB's option, into shares of the Company's Common Stock at a
conversion price of $10.31 per Company Share, with customary
adjustments for stock splits, stock dividends and other
recapitalization events and anti-dilution provisions set forth in
the Note. If the Company effects a public listing of Common Stock
for trading on any market, whether through a direct listing
application or merger transaction, at price per share of Common
Stock which is below the conversion price, the conversion price
shall be subject to a one-time adjustment to a 10% premium to such
public listing price. The Initial Note (a) provides for customary
affirmative and negative covenants, including restrictions on the
Company incurring subsequent debt, and (b) contains customary event
of default provisions with a default interest rate of the lesser of
17.5% for the cash interest or the maximum rate permitted by law.
Upon the occurrence of an event of default, GPB may require the
Company to redeem the Initial Note at 120% of the then outstanding
principal balance plus any accrued and unpaid interest thereon.
Subject to certain limited exceptions, the Initial Note is secured
by a lien on all of the assets of the Company and its subsidiaries,
including the intellectual property of the Company and its
subsidiaries, pursuant to a security agreement entered into among
the Company and its subsidiaries and GPB and an intellectual
property security agreement entered into among the Company and its
subsidiaries and GPB. Subsidiaries of the Company also entered
into a guaranty agreement pursuant to which the subsidiaries have
guaranteed all obligations of the Company to GPB.
Pursuant to the Purchase Agreement, in connection with the Initial
Note, the Company issued to GPB a warrant that allows GPB to
purchase Company Shares with a value of approximately 20% of the
face amount of the Initial Note at an exercise price of $10.80 per
Company Share, with customary adjustments for stock splits, stock
dividends and other recapitalization events and anti-dilution
provisions set forth in the Initial Warrant. If the Company
effects a public listing of Common Stock for trading on any
securities market or exchange, whether through a direct listing
application or merger transaction, at a price per share less than
the exercise price, the exercise price will be adjusted on a one
time basis to a 10% premium to the dilutive issuance price and the
number of shares issuable under the Initial Warrant will be
increased on a full ratchet basis. The Initial Warrant is
exercisable six months after issuance and has a term of five years
after the initial exercise date.
The Purchase Agreement provides for the issuance of up to three
additional notes by the Company: (i) the Escrow Note, with a
principal amount of $7,000,000 with a purchase price of $6,720,000
(4% original issue discount), (ii) the Second Note, with a
principal amount of $5,000,000 with a purchase price of $4,800,000
(4% original issue discount) and the Third Note, with a principal
amount of $5,000,000 with a purchase price of $4,800,000 (4%
original issue discount). These additional Notes are issuable upon
the satisfaction of certain conditions by the Company related to
perfection of GPB's security interest in foreign subsidiary assets
and meeting revenue goals. The interest rate, payment terms,
conversion rights, events of default and other terms and conditions
of the Escrow Note, Second Note and Third Note will be
substantially the same as those of the Initial Note. Pursuant to
the Purchase Agreement, upon issuance of each additional Note after
the Initial Note, the Company is required to issue additional
warrants with terms substantially similar to the terms of the
Initial Warrant.
GPB also has a right of participation for any Company offering,
financing or debt issuance for 36 months after Dec. 29, 2017. The
Company is required to maintain a six-month interest reserve. In
addition, subject to limited exceptions, GPB will not have the
right to convert any portion of the Notes or exercise the Warrants
if GPB, together with its affiliates, would beneficially own in
excess of 4.99% of the number of shares of the Company's Common
Stock outstanding immediately after giving effect to its
conversion. The Beneficial Ownership Limitation may be adjusted
upon not less than 61 days' prior notice to the Company, provided
that such Beneficial Ownership Limitation in no event shall exceed
9.99%.
In connection with the Purchase Agreement, the Company entered into
a Registration Rights Agreement pursuant to which the Company has
agreed to file a registration statement with the Securities and
Exchange Commission relating to the offer and sale by GPB of the
Company Shares underlying the Notes and Warrants. The Company is
required to file a registration statement within 180 days of
closing of a public listing of the Company's Common Stock for
trading on any national securities exchange (excluding any
over-the-counter market), whether through a direct listing
application or merger transaction. The Company is required to have
the registration statement become effective on the earlier of (A)
the date that is 240 days following the later to occur of (i) the
date of closing of the public listing or (ii) or in the event the
registration statement receives a "full review" by the Commission,
the date that is 300 days following the date of closing of the
public listing, or (B) the date which is within three business days
after the date on which the Commission informs the Company (i) that
the Commission will not review the registration statement or (ii)
that the Company may request the acceleration of the effectiveness
of the registration statement. If the Company does not effect such
registration within that period of time, it will be required to pay
GPB certain late payments specified in the Registration Rights
Agreement.
The Company used a placement agent in connection with the
transaction with GPB. For its services, the placement agent
received a cash placement fee equal to 2% of the aggregate gross
proceeds from the transaction and reimbursement of certain
out-of-pocket expenses. The proceeds from the issuance and sale of
the Company's securities to GPB were used for payment of expenses
related to the transaction with GPB and for general working capital
and other corporate purposes.
About Emmaus Life
Headquartered in Torrance, California, Emmaus Life Sciences, Inc.,
is engaged in the discovery, development, and commercialization of
treatments and therapies primarily for rare and orphan diseases.
Emmaus Life Sciences reported a net loss of $21.17 million for the
year ended Dec. 31, 2016, compared to a net loss of $13.50 million
for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Emmaus
Life had $33.60 million in total assets, $89.48 million in total
liabilities and a total stockholders' deficit of $55.88 million.
SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations, its total liabilities exceed its
total assets and it has an accumulated stockholders' deficit. This
raises substantial doubt about the Company's ability to continue as
a going concern.
FIG LLC: S&P Withdraws 'BB-' ICR Amid SoftBank Deal
---------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on FIG
LLC to 'BB-' from 'BBB'. S&P said, "We also removed the rating from
CreditWatch, where we placed it with negative implications on Feb.
21, 2017. Subsequently we withdrew all of our ratings on FIG LLC at
the company's request." The outlook was positive at the time of
withdrawal.
The downgrade of FIG LLC reflects the closing of SoftBank Group
Corp.'s acquisition of Fortress. Along with the transaction close,
Fortress has paid off its existing debt obligations, including its
senior unsecured revolving credit facility. FIG LLC was the
borrowing entity under this facility, and the company has requested
S&P withdraw the ratings.
S&P's ratings on FinCo I LLC (BB-/Positive/--), the borrower under
the firm's new debt capital structure (consisting of a $1.4 billion
term loan and $90 million revolving credit facility), are
unchanged.
FIRST MIDWEST: Fitch Affirms & Withdraws B+ Preferred Stock Rating
------------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings for First
Midwest Bancorp (FMBI) and its principal banking subsidiary First
Midwest Bank (FMB) including the companies' Issuer Default Ratings
(IDRs) of 'BBB-'. The ratings are being withdrawn with a Stable
Outlook. As communicated on Dec. 6, 2017, Fitch is withdrawing the
ratings for commercial reasons.
KEY RATING DRIVERS
Viability Rating (VR) and IDRs
The affirmation reflects FMBI's steady operating performance and
solid execution of acquisitions to date. The affirmation also
reflects FMBI's good funding profile, low cost of deposits and
reasonable capital levels relative to its rating. Offsetting these
strengths is FMBI's modest asset quality variability over recent
periods as well as FMBI's geographic concentration within the
greater Chicagoland operating market, which continues to be
challenged economically and fiscally.
After showing improvement for many quarters, FMBI's asset quality
has shown variability which was previously incorporated into
Fitch's rating expectations. FMBI's non-performing asset (NPA)
ratio (inclusive of accruing troubled debt restructures [TDRs])
increased from 0.87% at June 30, 2016 (2Q16) to 1.05% at 2Q17. In
3Q17, the NPA ratio fell back down to 0.83% and net charge-offs
(NCOs) increased to 30bps.
NCOs have averaged just over 20bps over the last five quarters.
Fitch expects FMBI's asset quality to normalize going forward as
organic growth over the last few years well-exceeded peers and the
industry and the new loans will continue to season. This
expectation is reflected in rating affirmation.
FMBI's earnings performance has remained in-line with expectations
and has been incorporated into actions. Fitch notes that when
excluding significant acquisition-related expenses and one-time
gains, FMBI's return on average assets (ROA) has been around or
below 1%, in-line with rated and direct peers. FMBI is now subject
to the Durbin Amendment, due total consolidated assets exceeding
$10 billion. This will adversely impact noninterest income at
around $12 million per year, or approximately 7.5% of 2016
noninterest income. However, Fitch expects FMBI's larger loan
portfolio to generate sufficient interest income such that the
reduction in interchange revenue is reasonably offset.
FMBI's solid funding profile continues to support its rating.
Similar to most in its peer group and across the industry, FMBI has
reduced its exposure to more volatile sources of funding through
good core deposit growth enabled by interest rates that remain at
historical lows. Fitch also expects FMBI to benefit from the
ongoing actions of larger banks that need to comply with regulatory
liquidity measures. These banks have been exiting collateralized
deposit relationships, primarily with municipalities. Fitch expects
these deposits to flow down to FMBI, keeping its loan-to-deposit
ratio and funding costs at levels commensurate with its rating
level. FMBI's cost of total deposits and interest bearing deposits
of 14bps and 21bps, respectively through 3Q17, are considered
strong and supportive of FMBI's current rating and Outlook.
Fitch expects FMBI's capital position to modestly improve over the
near- to medium-term, an expectation incorporated into affirmation.
At 3Q17, FMBI's common equity tier 1 (CET1) ratio of 9.4% was one
of the lowest in Fitch's U.S. bank rated universe. However, Fitch
observes that FMBI has kept its dividend payout ratio relatively
low compared to others and currently does not have a share buyback
program in place. Therefore, Fitch would expect the CET1 ratio to
increase into the mid-9% range by the end of 2017 and into 2018.
Moreover, Fitch notes that FMBI has a deferred gain of
approximately $76 million pretax from its 2016 branch
sale-leaseback transaction, which would add approximately 35bps to
its CET1 ratio when realized.
SUPPORT RATING AND SUPPORT RATING FLOOR
FMBI has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, FMBI is not systemically important and therefore,
the probability of support is unlikely. The IDRs and VRs do not
incorporate any support.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
FMBI's subordinated debt is notched one level below its VR for loss
severity, while any preferred stock is notched five levels below
its VR, two times for loss severity and three times for
non-performance, and trust preferred securities are notched two
times from the VR for loss severity and two times for
non-performance. These ratings are in accordance with Fitch's
criteria and assessment of the instruments non-performance and loss
severity risk profiles and have thus been affirmed due to the
affirmation of the VR.
HOLDING COMPANY
FMBI's IDR and VR are equalized with its operating company, First
Midwest Bank, reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.
LONG- AND SHORT-TERM DEPOSIT RATINGS
FMBI's uninsured deposit ratings at the subsidiary banks are rated
one notch higher than the company's IDR and senior unsecured debt
because U.S. uninsured deposits benefit from depositor preference.
U.S. depositor preference gives deposit liabilities superior
recovery prospects in the event of default.
RATING SENSITIVITIES
IDRs, VR, SUPPORT RATING, SUPPORT RATING FLOOR, SUBORDINATED DEBT,
OTHER HYBRID SECURITIES, HOLDING COMPANY, LONG- AND SHORT-TERM
DEPOSITS
Rating sensitivities are no longer relevant given rating
withdrawal.
Fitch has affirmed and withdrawn the following ratings with a
Stable Outlook:
First Midwest Bancorp, Inc.
-- Long-Term IDR at 'BBB-';
-- Short-Term IDR at 'F3';
-- Viability Rating at 'bbb-';
-- Subordinated debt at 'BB+';
-- Support at '5';
-- Support Floor at 'NF'.
First Midwest Bank
-- Long-Term IDR at 'BBB-';
-- Short-Term IDR at 'F3';
-- Long-Term deposits at 'BBB';
-- Short-Term deposits at 'F3'.
-- Viability Rating at 'bbb-';
-- Support at '5';
-- Support Floor at 'NF'.
First Midwest Capital Trust I
-- Preferred stock at 'B+'.
FISHERMAN'S PIER: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The U.S. Trustee on Jan. 2 notified the U.S. Bankruptcy Court for
the Southern District of Florida that no official committee of
unsecured creditors was appointed for Fisherman's Pier, Inc.
About Fisherman's Pier
Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale,
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. Martha
Marchelos, its president, signed the petition. At the time of the
filing, the Debtor estimated assets and liabilities of $1 million
to $10 million. Judge Raymond B. Ray presides over the case. John
A. Moffa, Esq., at Moffa & Breuer, PLLC, serves as the Debtor's
bankruptcy counsel.
Soneet Kapila is appointed Chapter 11 Trustee.
FLORIDA COSMETOGYNECOLOGY: US Trustee Unable to Appoint Committee
-----------------------------------------------------------------
The U.S. Trustee on Jan. 2 notified the U.S. Bankruptcy Court for
the Southern District of Florida that no official committee of
unsecured creditors was appointed for Florida Cosmetogynecology,
PLLC.
About Florida Cosmetogynecology
Florida Cosmetogynecology, PLLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on Oct.
27, 2017. Joel Borgella, its managing member, signed the petition.
At the time of the filing, the Debtor estimated assets of less
than $50,000 and liabilities of less than $500,000. Judge Paul G.
Hyman, Jr., is handling the case. Chad T. Van Horn, Esq., at Van
Horn Law Group, Inc., represents the Debtor.
FOLTS HOME: Wants Plan Filing Deadline Moved to June 11
-------------------------------------------------------
Folts Home and Folts Adult Home, Inc., ask the U.S. Bankruptcy
Court for the Northern District of New York to extend the exclusive
periods during which only the Debtors can file a plan of
reorganization and solicit acceptance of the plan from Feb. 11,
2018, and April 12, 2018, respectively, to June 11, 2018, and Aug.
10, 2018, respectively.
A hearing to consider the Debtors' request is set for Jan. 23,
2018, at 9:30 a.m. Objections to the request must be filed by Jan.
16, 2018.
The Debtors say they seek these extensions to avoid the necessity
of having to formulate a Chapter 11 plan or plans prematurely and
to ensure that their Chapter 11 plans best address the interests of
the Debtors, their creditors and estates.
As reported by the Troubled Company Reporter on Oct. 5, 2017, the
Court, at the behest of the Debtors, extended the Debtors'
exclusive periods within which to file and solicit acceptances of
their Chapter 11 plans through Feb. 11, and April 12, 2018,
respectively.
The primary purpose of the Debtors' Chapter 11 cases is to
implement the sale of the FAH, also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York 13350 as
going concerns pursuant to Section 363 of the Bankruptcy Code, and
to address the numerous significant claims that accrued prior to
Oct. 1, 2013. The Debtors sought this relief in light of their
financial inability to continue operating the Facilities, the fact
that they have encountered operating losses since 2011, and their
desire to sell the Facilities to a qualified purchaser who will
protect the health, safety and welfare of the Folts Home and FAH
residents and preserve the Debtors' long-standing mission to
provide quality residential healthcare to members of the Herkimer
community.
On June 6, 2017, the Debtors conducted an auction sale of
substantially all of their assets, including the Facilities, under
Section 363 of the Bankruptcy Code. The Debtors selected Cedarcare
Holdings, LLC, as the successful bidder for the assets. On July
21, 2017, the Court entered an order approving the asset sale.
Following the entry of the Sale Order, Cedarcare identified a
proposed operator for the Facilities and the proposed operator
submitted its application to the DOH to be appointed as the
substitute receiver in these cases. The proposed operator,
however, withdrew its receivership application on Dec. 14, 2017.
Cedarcare is in the process of identifying a new proposed operator,
and that operator will be required to submit an application to the
DOH seeking to be appointed as the substitute receiver of the
Facilities. The Debtors anticipate that this process will take
approximately three months during early 2018. In accordance with
the terms of Cedarcare's Asset Purchase Agreement approved by the
Court, the sale closing with Cedarcare will occur no later than 60
days (plus an additional 30 days, if required) following the
appointment of Cedarcare's operator as the substitute receiver.
In light of Cedarcare's renewed search for an operator, on Dec. 22,
2017, the Debtors, HomeLife and the DOH entered into a Fourth
Extension of Receivership Agreement for each Debtor, which extend
the terms of HomeLife's receiverships through the earlier of (i)
July 16, 2018, or (ii) 30 days following the issuance of a written
notice of termination of the Receivership Agreements by either the
Debtors or the DOH.
The Debtors will continue to work with the U.S. Department of
Housing and Urban Development, the DOH, the Office of the United
States Trustee, Cedarcare and HomeLife on all essential issues
relating to the asset sale, identification of a new proposed
operator and the development of a joint disclosure statement and
liquidating Chapter 11 plans in these cases.
The Debtors' cases are complex, and involve, on a consolidated
basis, assets valued on the Petition Date at approximately $20
million and liabilities totaling approximately $25 million. In
addition, Cedarcare is in the process of identifying a new proposed
operator and once that operator is appointed as the substitute
receiver of the Facilities, the Debtors will proceed towards the
Closing Date.
The Debtors' counsel is also in the process of preparing and
revising a joint disclosure statement and chapter 11 plans for the
Debtors which will involve input from counsel for HUD, the DOH and
the UST. Further, the Debtors' demonstrated progress in resolving
issues that have arisen since the Petition Date also justifies the
requested extension of the Debtors' Exclusive Periods.
The Debtors have worked with HUD, the DOH, their other prepetition
secured creditors, HomeLife, the UST and investment banker
CohnReznick Capital Markets Securities, LLC, on all issues in order
to ensure the proper administration of their cases. Finally,
receiver HomeLife, on behalf of the Debtors, has been paying the
Debtors' post-petition debts when due. The fact that a debtor has
sufficient liquidity to pay its post-petition debts as they come
due supports the granting of an extension of the debtor's exclusive
periods, because it suggests that such an extension will not
jeopardize the rights of post-petition creditors. The Debtors,
through HomeLife, will continue to pay their undisputed
post-petition debts as they come due and they anticipate having
sufficient liquidity due to the relevant cash collateral orders to
do so.
The Debtors believe, based on the progress to date and the
constructive discussions with their key constituencies, that their
prospects for ultimately proposing and filing a viable joint
Chapter 11 plan are solid, thus warranting an extension of the
Debtors' Exclusive Periods.
The proposed sale transaction supports extensions of the Debtors'
Exclusive Periods.
Cedarcare is currently working to satisfy its obligations under its
Asset Purchase Agreement and the Sale Order. Cedarcare is also in
the process of identifying a new proposed operator and obtaining
the appointment of this operator as the substitute temporary
receiver of the Facilities. Based upon the foregoing, the Debtors
respectfully submit that ample cause exists under the Bankruptcy
Code and the applicable case law for the requested extensions of
the Debtors' Exclusive Periods from Feb. 11, 2018, and April 12,
2018, respectively, to June 11, 2018, and Aug. 10, 2018,
respectively.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/nynb17-60139-6-313.pdf
About Folts Home
Folts Home is a New York not-for-profit corporation and the owner
of a 163-bed long-term residential health care and rehabilitation
facility located at 100-122 North Washington Street, Herkimer, New
York. In addition to long-term skilled nursing and residential
care, Folts Home provides memory care to residents with dementia,
palliative care and respite care and operates an adult day care
program. Folts Home also offers rehabilitation services, like
physical, occupational and speech therapy, on both inpatient and
out-patient bases. Currently, Folts Home has approximately 218
active employees. Approximately 124 of the employees are
full-time, 60 are part-time and 34 employees are employed on a per
diem basis None of Folts Home's employees are represented by labor
unions.
Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York. FAH
residents reside in separate apartments and are provided services
like daily meals, laundry, housekeeping and medication assistance.
FAH has approximately 22 active employees. Approximately 12 are
full-time employees and 10 are part-time employees. None of FAH's
employees are represented by labor unions.
Folts Home and FAH currently have average daily censuses of 145 and
69, respectively. Folts Home has 3 major payors: Medicare, Medicaid
and Excellus/Blue Cross. The majority of FAH residents are
government subsidized, with 58% covered by Social Security
Insurance and 42% private pay.
Folts Home and Folts Adult Home, Inc., filed separate, voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D.N.Y. Lead Case No. 17-60139) on Feb. 16, 2017. The
Hon. Diane Davis presides over the cases. Stephen A. Donato, Esq.,
at Bond, Schoeneck & King, PLLC, serves as the Debtors' counsel.
Folts Home and Folts Adult Home, Inc., through duly-appointed
receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton,
LLC, continue to operate their skilled nursing home and adult
residence businesses, respectively, and manage their properties as
debtors in possession.
William K. Harrington, the U.S. Trustee for Region 2, appointed
Krystal Wheatley as patient care ombudsman for the Debtors.
GANDER MOUNTAIN: Winning Bidder Camping World Set to Open 69 Stores
-------------------------------------------------------------------
Gander Outdoors, formerly known as Gander Mountain, on Jan. 4,
2018, announced the initial list of retail stores that are
scheduled to open in 2018. Camping World Holdings, Inc. (NYSE:
CWH), was chosen as the winning bidder at a bankruptcy auction for
certain acquired assets of Gander Mountain and the sale was
approved in a bankruptcy court hearing in May 2017. Camping World
is beginning to reopen many of the Gander Outdoors stores to serve
customers who are passionate about hunting, fishing, marine and
water sports, camping, and active and shooting sports, and will
provide outdoor enthusiasts with regionally and seasonally relevant
products and services that are competitively priced.
"It was important to me to bring Gander Outdoors back to many
wonderful communities across the country because the employees are
top notch and the stores provide great products and services for
the community," said Marcus Lemonis, Chairman of Camping World
Holdings. "Our great team at the headquarters in Bloomington, MN
has been working tirelessly over the past 6 months to get the
locations prepared and we are extremely excited to begin the rapid
opening process and hope to open all locations this spring."
Mr. Lemonis previously stated his intention of operating stores
with a clear path to profitability. He also shared the goal of
operating seventy or more locations subject to, among other things,
the ability to negotiate acceptable lease terms with landlords.
Following months of negotiations and remodeling existing locations,
the company plans to open 69 locations by May 2018. The following
locations will reopen under the new Gander Outdoors brand with a
fresh offering of Gander Outdoors, Overton's and Camping World
products and services. (In order by state, not reopening
sequence):
1. Florence, AL
2. Opelika, AL
3. Parker, CO
4. Ocala, FL
5. Pensacola, FL
6. St. Augustine, FL
7. Tampa, FL
8. Albany, GA
9. Cedar Rapids, IA
10. O'Fallon, IL
11. Peoria, IL
12. Rockford, IL
13. Springfield, IL
14. Ft. Wayne, IN
15. Greenfield, IN
16. Indianapolis (Castleton), IN
17. Wichita, KS
18. Bowling Green, KY
19. Paducah, KY
20. Coldwater, MI
21. Flint, MI
22. Kalamazoo, MI
23. Marquette, MI
24. Port Huron, MI
25. Saginaw, MI
26. Traverse City, MI
27. Utica, MI
28. Baxter, MN
29. Bemidji, MN
30. Forest Lake, MN
31. Hermantown (Duluth), MN
32. Lakeville, MN
33. Chesterfield, MO
34. Fayetteville, NC
35. Gastonia, NC
36. Greensboro, NC
37. Monroe, NC
38. Mooresville, NC
39. Winston-Salem, NC
40. Kingston, NY
41. Syracuse, NY
42. Tonawanda, NY
43. Mentor, OH
44. Niles, OH
45. Chambersburg, PA
46. Greensburg, PA
47. Johnstown, PA
48. Scranton, PA
49. Williamsport, PA
50. York, PA
51. N. Charleston, SC
52. Jackson, TN
53. Amarillo, TX
54. Ft. Worth, TX
55. Spring, TX
56. Tyler, TX
57. Fredericksburg, VA
58. Roanoke, VA
59. Appleton, WI
60. Baraboo, WI
61. Deforest (Madison), WI
62. Eau Claire, WI
63. Green Bay, WI
64. Janesville, WI
65. Kenosha, WI
66. Onalaska (Lacrosse), WI
67. Sheboygan, WI
68. Waukesha, WI
69. Wausau (Rothschild), WI
Mr. Lemonis continued, "We feel this list of locations is very
solid and ready to be up and running in the coming months. Two
locations have already opened, two more are slated to open next
week and others will begin opening at a very rapid pace over the
next few months."
In addition to the locations identified above, Gander Outdoors is
currently pursuing more locations for expansion and expects to
announce additional locations and markets in the near term.
Details on specific Grand Opening events and the official ribbon
cutting ceremonies at the various locations will follow.
Gander Outdoors is always looking for seasoned and professional
sales associates, specialists, technicians, and retail support team
members to assist with locations across the country. Individuals
interested in applying for a position with Gander Outdoors and
those looking for more information are encouraged to visit
http://www.ganderoutdoors.com/
About Gander Mountain
Gander Mountain Company operated outdoor specialty stores dedicated
for shooting sports, hunting, fishing, camping, marine, apparel,
footwear, and outdoor lifestyle products. Its subsidiary
Overton's, Inc., is a catalog and internet retailer of products for
the recreational boater and other water sports enthusiasts at
http://www.Overtons.com/
Gander Mountain and Overton's Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and
17-30675) on March 10, 2017. The cases are jointly administered
under Case No. 17-30673. The petitions were signed by Timothy
Becker, Executive VP of Lighthouse Management Group, Inc., as CRO.
The cases are assigned to Judge Michael E. Ridgway.
At the time of the filing, the Debtor estimated its assets and debt
at $500 million to $1 billion.
The Debtors' advisors in the restructuring are Fredrikson & Byron,
PA, which serves as legal counsel; Lighthouse Management Group,
chief restructuring officer; Hilco Real Estate LLC, real estate
advisor; and Faegre Baker Daniels LLP, special corporate counsel.
Donlin, Recano & Company Inc. is the Debtors' claims, noticing and
balloting agent. Houlihan Lokey Capital Inc. serves as the
Debtors' investment banker.
On March 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Jeffrey Cohen, Esq., at Lowenstein Sandler LLP, as its counsel and
Connie Lahn, Esq., Christopher Knapp, Esq., and Roger Maldonado,
Esq., at Barnes & Thornburg LLP as co-counsel.
GRAND VIEW FINANCIAL: Plan Filing Deadline Moved to April 16
------------------------------------------------------------
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California, upon the behest of Grand View Financial,
LLC, has extended the exclusivity periods for the Debtors to file a
plan and obtain acceptance thereof to April 16, 2018 and June 13,
2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend the exclusive periods for 120 days
from Dec. 15, 2017, and Feb. 13, 2018, respectively. The Debtor
said its case is relatively large based on the approximately 42
properties in which the Debtor has an interest with a fair market
value of approximately $29 million, the millions of dollars of
alleged secured claims purportedly secured by the Properties
pursuant to the alleged secured liens, and the unsecured notes
totaling approximately $14 million.
The Debtor asserted that its case is also relatively complex
considering the numerous avoidance actions and claim objections the
Debtor will have to assert and which the Debtor has already started
to assert, as well as the numerous Properties located in various
states that the Debtor will have to sell.
Moreover, the Debtor claimed that the initiation of its Chapter 11
case was accompanied by substantial administrative, procedural, and
substantive requirements that the Debtor had to deal with,
including Chapter 11 compliance, meetings with the Office of the
U.S. Trustee, substantive motions, and employment applications.
The Debtor said that any plan would have to be funded from the sale
of Properties in which the Debtor has an interest. However, in
most instances, the Debtor needed to eliminate Alleged Secured
Claims purportedly secured by the subject Property pursuant to
related Alleged Secured Liens before the Debtor can proceed to
sale.
The Debtor mentioned that it has initiated and will continue to
initiate Avoidance Actions and Claim Objections to clear Alleged
Secured Claims and Alleged Secured Liens. The Debtor contends it
makes sense to allow it to proceed with its Avoidance Actions and
Claim Objections, to ascertain the success of the Avoidance Actions
and Claim Objections and, thus, the funds that may be realized from
the sale of Properties to fund a plan.
The Debtor believe that it has satisfied all post-petition
obligations to its creditors, other than on Alleged Secured Claims,
which the Debtor disputes, and paid all U.S. Trustee quarterly
fees.
The Debtor assured the Court that it has properly administered its
Chapter 11 case; the Debtor has complied with all of the material
requirements of the Bankruptcy Code, the Bankruptcy Rules, and the
U.S. Trustee. Under these circumstances, the Debtor asserts that
an extension of the exclusivity periods for filing and obtaining
confirmation of a plan can be granted with the confidence that the
Debtor is in full compliance with the requirements that are a
condition to the Debtor maintaining its exclusive right to file a
plans and gain acceptance thereof.
About Grand View Financial, LLC
Grand View Financial LLC is a Wyoming limited liability company,
which is in the business of acquiring distressed real property.
Grand View Financial was formed in 2015.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-20125) on Aug. 17, 2017.
Steve Rogers, its managing member, signed the petition. Levene,
Neale, Bender, Yoo & Brill LLP serves as the Debtor's legal
counsel.
At the time of the filing, the Debtor disclosed $29.88 million in
assets and $39.71 million in liabilities.
Judge Julia W. Brand presides over the case.
GREENPARK RESIDENCES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The U.S. Trustee notified the U.S. Bankruptcy Court for the Middle
District of Florida that no official committee of unsecured
creditors was appointed in the Chapter 11 case of Greenpark
Residences, Inc.
GreenPark Residences, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-08485) on October 4, 2017, and is represented
by Brandon L. Kolb, Esq.
HHGREGG INC: Committee Taps Chipman Brown as Special Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Gregg Appliances
Inc. seeks approval from the U.S. Bankruptcy Court for the Southern
District of Indiana to hire Chipman Brown Cicero & Cole, LLP as its
special counsel.
The firm will assist the committee in the investigation,
prosecution and settlement of certain claims against the directors
and officers of Gregg Appliances and its affiliates.
The firm will be paid these fees on a contingency basis:
(a) Pre-Complaint Filing. Chipman will earn legal fees on a
contingency basis of 10% of all cash and noncash financial benefits
or consideration received or recovered by the Debtors' estates.
(b) Post-Complaint Filing. Chipman will earn legal fees on a
contingency basis of (i) 20% of all cash and noncash financial
benefits or consideration received or recovered by the Debtors'
estates up to $10 million; (ii) 30% of all cash and noncash
financial benefits or consideration received or recovered by the
Debtors' estates between $10 million to $20 million; and (iii) 35%
of all cash and noncash financial benefits or consideration
received or recovered by the Debtors' estates over $20 million.
William Chipman, Jr., Esq., disclosed in a court filing that his
firm is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Chipman disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Chipman professional has varied his rate
based on the geographic location of the Debtors' cases.
The firm can be reached through:
William E. Chipman, Jr., Esq.
Chipman Brown Cicero & Cole, LLP
Hercules Plaza
1313 N. Market Street, Suite 5400
Wilmington, DE 19801
Phone: (302) 295-0193 / (302) 295-0191
Email: Chipman@ChipmanBrown.com
Email: Info@ChipmanBrown.com
About hhgregg Inc.
Indianapolis, Indiana-based hhgregg, Inc., is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states that
also offers market-leading global and local brands at value prices
nationwide via http://www.hhgregg.com/
hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were
signed by Kevin J. Kovacs, chief financial officer.
At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated assets and liabilities at $100 million to $500 million.
The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc., as
tax advisor; and Donlin, Recano & Company, Inc., as claims and
noticing agent.
The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11. No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG
Distributing, LLC, No. 17-01304-RLM-11.
The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel. The Committee
retained Province Inc. as financial advisor.
Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.
Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP.
* * *
When hhgregg filed for Chapter 11 bankruptcy, it had signed a term
sheet with an anonymous party to purchase the Company assets. The
Company said at that time it expected a quick and smooth process
through Chapter 11 with emergence in approximately 60 days. Ten
days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms, and said it continues to
work with interested third parties to purchase assets of the
business. hhgregg added it had received strong interest from third
parties interested in buying some or all of the Company's assets.
Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC,
and Great American Group, LLC, to conduct a sale of the merchandise
and furniture, fixtures and equipment located at the Company's
retail stores and distribution centers.
In an April 2017 order, the Bankruptcy Court approved, at the
Company's request, a plan for the Company to close 132 retail
stores and the Company's distribution centers.
According to a disclosure with the Securities and Exchange
Commission in March 2017, debtors Gregg Appliances, Inc., and HHG
Distributing, LLC, entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers.
As of June 8, 2017, the Debtors completed store closing sales in
all its stories.
The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.
HOT TOPIC: Moody's Hikes Corp. Family Rating to B3; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service upgraded its ratings for Hot Topic, Inc.,
including the Corporate Family Rating ("CFR") to B3 from Caa1,
Probability of Default Rating ("PDR") to B3-PD from Caa1-PD, and
Senior Secured Notes rating to B3 from Caa1. The ratings outlook is
stable.
The upgrade reflects Moody's view that the payment guarantee by
Torrid Holding LLC of all obligations under Hot Topic's Senior
Secured Notes as well as the mandatory repayment provision in the
December 2017 Support and Settlement Agreement improve Hot Topic's
credit profile. Following the 2015 separation from Hot Topic,
Torrid has maintained no debt other than a $100 million asset-based
revolver and has significantly grown earnings, reaching a higher
management adjusted EBITDA than Hot Topic for the LTM Q3 2017
period. In Moody's view, although Torrid generates about breakeven
free cash flow, it can currently pay Hot Topic's interest payment
obligations by curtailing store expansion-related capital
expenditures. In addition, the mandatory repayment provision in the
supplementary indenture protects note holders in a Torrid
debt-financed dividend recapitalization scenario, which would
otherwise pose a meaningful risk to hote holders. However, the
strength of the guarantee over the next several years will be
dependent on Torrid's continued good performance and can erode if
Torrid incurs additional debt, such as for financing capital
expenditures.
On December 26, 2017, approximately 69% of Hot Topic, Inc.'s Senior
Secured Notes holders and Torrid Holding LLC entered into a Support
and Settlement Agreement. As part of the Agreement, the note
holders will release all claims related to the 2017 litigation
filed against Hot Topic and other parties related to the 2015
separation of Torrid. In exchange, Torrid Holding will guarantee
the timely payment of all obligations under the Senior Secured
Notes. The guarantee will be secured by all of the equity interests
of Torrid, Inc., a wholly-owned subsidiary of Torrid Holding LLC.
In addition, all net after-tax proceeds received by Torrid Holding
from any asset or equity sales including public offerings and
leveraged recapitalizations will be used by Torrid Holding to
redeem the Notes at the applicable call price. The required
majority of lenders per the indenture has entered the agreement and
it is expected to become effective on January 10, 2017.
Moody's took the following rating actions for Hot Topic, Inc.:
-- Corporate Family Rating, upgraded to B3 from Caa1
-- Probability of Default Rating, upgraded to B3-PD from Caa1-PD
-- $340 million 9.25% Senior Secured Notes due 2021, upgraded to
B3 (LGD4) from Caa1 (LGD4)
-- Stable outlook
RATINGS RATIONALE
Hot Topic's B3 Corporate Family Rating ("CFR") reflects Moody's
expectations for continued earnings weakness, high leverage and
weak liquidity, including expectations for flat to negative free
cash flow and high revolver borrowings. Moody's projects
debt/EBITDA (management adjusted) to increase to 8 times in the
next twelve to eighteen months from mid-6 times as of LTM Q3 2017
(equivalent to 5.8 times Moody's-adjusted leverage).
Moody's-adjusted EBIT/interest expense is expected to remain below
1 time. The rating also incorporates Hot Topic's small scale and
reliance on mall traffic and discretionary spending primarily by
12-22 year olds.
At the same time, the payment guarantee from Torrid and mandatory
repayment provision in the supplementary indenture provide key
support to the rating. The rating also incorporates the expected
benefits from savings initiatives, e-commerce growth, and the
scaling of the BoxLunch concept, which Moody's expects will
mitigate continued traffic weakness, resulting in a modest revenue
and earnings recovery in 2018.
The stable outlook reflects Moody's expectations that the Torrid
guarantee will provide solid credit support for Hot Topic despite
Hot Topic's projected weak liquidity as a stand-alone entity.
The ratings could be downgraded if Hot Topic's earnings do not
stabilize in the next 12-18 months or if liquidity deteriorates.
The ratings could also be downgraded if the value of Torrid's
guarantee erodes for any reason, including the incurrence of
material new debt or declines in operating performance.
The ratings could be upgraded if the company stabilizes its
operating performance, returns to growth and improves its credit
metrics, including debt/EBITDA sustained below 5 times and
EBIT/interest expense maintained above 1.5 time. An upgrade would
also require a better liquidity profile, including positive free
cash flow generation and good availability under its revolving
credit facility.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
Hot Topic, Inc. is a City of Industry, CA-based specialty retailer.
The company operated 698 Hot Topic stores and 62 BoxLunch stores
and generated $747 million in revenues in the last twelve months
ended October 28, 2017. The company has been majority-owned by
Sycamore Partners since the leveraged buyout in June 2013.
HOVNANIAN ENTERPRISES: Fitch Cuts IDR to 'C' on New Debt Exchange
-----------------------------------------------------------------
Fitch Ratings has downgraded Hovnanian Enterprises, Inc.'s (NYSE:
HOV) Issuer Default Rating (IDR) to 'C' from 'CCC' following the
company's announcement that it will be exchanging up to $185
million of its $236 million 8% senior unsecured notes due Nov. 1,
2019 for a combination of cash, new 13.5% senior unsecured notes
due 2026 and new 5% senior unsecured notes due 2040.
Fitch views this transaction as a distressed debt exchange (DDE).
Per Fitch's criteria, Fitch would downgrade the IDR to Restricted
Default (RD) upon the completion of the exchange. The IDR may be
subsequently upgraded reflecting the post-DDE credit profile. The
company's existing senior secured notes, secured term loan and
other unsecured notes are not affected by the exchange.
Financing Commitments
HOV has entered into financing commitments with GSO Capital
Partners LP (GSO) to refinance certain of the company's debt
securities maturing in 2019. GSO has committed to provide HOV with
the following:
-- A new $125 million senior secured first lien revolving credit
facility that matures on Dec. 28, 2022. The company intends to use
$75 million of this facility to refinance its $75 million first
priority secured term loan that matures on Aug. 1, 2019. Fitch has
assigned an expected rating of 'B'/'RR1' to this facility (notched
from the previous IDR of 'CCC').
-- A new senior unsecured term loan credit facility in an
aggregate amount not to exceed $212.5 million that matures nine
years from closing. HOV intends to initially draw $132.5 million to
refinance its $132.5 million 7% senior unsecured notes maturing on
Jan. 15, 2019. This facility includes up to $80 million of delayed
draw term loan that can be used to redeem a portion of the
company's $236 million 8% senior unsecured notes maturing on Nov.
1, 2019 (which is currently subject to an exchange offer). Fitch
has assigned an expected rating of 'CC'/'RR6' to the new unsecured
term loan credit facility.
-- $25 million additional financing via tack-on to HOV's existing
10.5% senior secured notes due 2024 in January 2019 to provide
incremental liquidity.
Exchange Offer
On Dec. 28, 2017, the company commenced a private offer to exchange
up to $185 million aggregate principal amount of its $236 million
8% senior unsecured notes due Nov. 1, 2019 for:
-- $26.5 million of cash;
-- Two senior unsecured notes consisting of up to $99.9 million of
13.5% notes due 2026 and up to $99.4 million of 5% notes due 2040.
Fitch has assigned an expected rating of 'CC'/'RR6' rating to the
proposed new unsecured notes.
Assuming $185 million of exchange participation, the consideration
to be received will be 122% of the face value of the notes
exchanged. As part of the exchange, notes that are validly tendered
will not receive accrued and unpaid interest, if any, on the
existing notes that are exchanged.
Via the exchange, a HOV affiliate will purchase $26 million of the
8% notes. The new 13.5% notes and 5% notes contain covenants
preventing the company from making interest payments prior to
maturity solely on those affiliate-held notes.
As part of the exchange offer and the refinancing of its 7%
unsecured notes, the company has also commenced consent
solicitations to amend the indenture governing the company's $440
million 10% senior secured notes due 2022 and $400 million 10.5%
senior secured notes due 2024. The purpose of the consent
solicitation is to obtain from holders approval to eliminate the
restrictions on HOV's ability to purchase, repurchase or retire the
company's 7% and 8% senior notes and refinancing these notes. The
consent requires at least a majority of the outstanding notes.
The minimum exchange condition is $140 million of the 8% notes. HOV
has a support agreement with GSO wherein GSO and its affiliates
(GSO Commitment Parties) have agreed to tender $106.4 million of
the 8% notes beneficially owned by the GSO Commitment Parties and
$20.4 million beneficially owned by the GSO Commitment Parties that
are subject to a purchase agreement. These holdings represent about
90.6% of the minimum exchange amount. HOV intends to redeem the
remaining notes that are not validly tendered. As part of the new
senior unsecured term loan credit facility, HOV may use up to $80
million to refinance the note holders who do not exchange their
existing 8% notes. The financing commitments provided by GSO are
conditioned upon the consummation of the exchange of the 8% senior
notes.
Fitch believes the exchange offer represents a material reduction
in terms vis-a-vis the terms of the notes being offered for
exchange. While the noteholders will receive more than 120% for the
face value of the existing notes held, there is a lengthy extension
of the maturity date and a reduction in interest rate for a portion
of the notes being exchanged. Furthermore, the exchange offer is
being initiated as part of an ongoing restructuring of the
company's capital structure to increase financial flexibility.
KEY RATING DRIVERS
Meaningful Upcoming Debt Maturities: In July 2017, HOV completed
the issuance of $440 million senior secured notes due 2022 and $400
million senior secured notes due 2024. The company used the net
proceeds to repay almost $800 million of debt maturing in 2018 and
2020. However, the company continues to have meaningful debt coming
due in the next few years (prior to the proposed refinancing
transactions), including $108 million in fiscal 2018 ($56 million
was repaid in December 2017 with cash on hand), $207.5 million in
fiscal 2019 and $236 million in fiscal 2020. There is meaningful
refinancing risk as the capital markets remain challenging for
low-rated homebuilders.
Proposed Refinancing Provides Relief: The proposed refinancings and
exchange offers will further push out HOV's maturities. On a pro
forma basis, the company will not have any major debt maturities
until November 2020, when $75 million of senior secured notes
become due. The next major maturity will be in November 2021, when
$195 million of senior secured notes mature.
High Debt Load and Leverage: HOV had debt of about $1.74 billion,
debt/EBITDA of 10.3x and debt /capitalization above 100% as of Oct.
31, 2017. Since year-end fiscal 2015, HOV repaid $320 million of
debt that became due from cash flow. Subsequent to the end of
year-end fiscal 2017, HOV sold its corporate headquarters for $42.5
million and used a portion of the proceeds to pay off nonrecourse
loans on the building of $13 million. The company also repaid $56.1
million of senior exchangeable note units in December 2017 with
cash on hand. The company's capital structure is untenable unless
the improvement in housing extends for several more years and HOV
meaningfully improves liquidity and favorably refinances, or
extends, its debt maturities.
Debt Burden Constrains Growth: The company reduced land and
development spending during fiscal 2016 and 2017 to focus on debt
reduction. During fiscal 2016, HOV's wholly-owned active
communities decreased by 52 communities from 219 at Oct. 31 2015 to
167 at Oct. 31, 2016 as a result of lower spending, contribution of
communities to JVs and the exit of certain of its markets. The
company's active communities continued to decline throughout fiscal
2017, situating at 130 wholly owned communities as of Oct. 31,
2017.
Geographic and Product Diversity: HOV has active operations in 32
markets across 14 states. The company ranks among the top 10
builders in a number of its metro markets. HOV has some
concentration in Houston, with about 15% of TTM revenues generated
from this metro market. About 12% of the company's inventory as of
Oct. 31, 2017 is in the Houston market. Management estimates that
about 27% if its 2016 product designs were directed to first-time
homebuyers, 41% to the move-up segment, 22% to luxury buyers and
10% to the active lifestyle segment.
Land Strategy: HOV maintains a 5.1-year supply of lots, 36.5% of
which are owned, and the balance controlled through options and
JVs. HOV has one of the lowest owned-lot supply (2.0 years) among
the homebuilders in Fitch's coverage (behind only NVR). This
strategy reduces the risk of downside volatility in a contracting
housing environment. During fiscal 2017, HOV spent $555 million on
land and development activities, down from the $567 million spent
in fiscal 2016 and $657 million spent in fiscal 2015. The reduced
land and development spending, combined with controlling more of
its lots through options, land banking and JV activities,
meaningfully enhanced cash flow during fiscal 2016 and 2017. HOV
generated $297.6 million of CFFO during fiscal 2017 and $387.7
million of CFFO during fiscal 2016.
RECOVERY ANALYSIS
The recovery analysis assumes that HOV would be considered a going
concern in bankruptcy and that the company would be reorganized
rather than liquidated. Fitch has assumed a 10% administrative
claim.
Going Concern Approach
-- HOV's going concern EBITDA of $170 million is based on the
Fitch's projected EBITDA for FY18. This amount is about 5.6% below
the company's LTM EBITDA of $180 million and incorporates Fitch's
projection of lower revenues for HOV in the coming year.
-- An EV multiple of 6x is used to calculate a post-reorganization
valuation and reflects a mid-cycle multiple. During 2001 to 2004,
the trading multiples for issuers in Fitch's coverage averaged
around 6.4x. The current blended EV/EBITDA multiple for the peer
group average for public homebuilders is about 10.4x.
HOV's various secured debt is collateralized by a first lien on
specific assets (inventory, cash, and investments in JVs). In Fitch
recovery analysis, Fitch used the percentage of cash and inventory
(out of total) securing the specific secured debt issues and
applied that percentage to the enterprise value to come up with an
implied collateral value for each of the secured debt issues. Fitch
assumed that the unencumbered assets and the excess value from
property specifically pledged to certain lenders are distributed to
unsecured claims on a pro rata basis, including the senior
unsecured noteholders and the deficiency claim portion held by
other secured lenders.
The waterfall results in a 100% recovery corresponding to an 'RR1'
rating for the $75 million first lien super priority term loan and
a 66% recovery corresponding to an 'RR3' rating for the 10% and
10.5% senior secured notes due 2022 and 2024. The waterfall also
indicates a 57% recovery corresponding to an 'RR3' rating for the
company's 5% and 2% senior secured notes due 2021 and the 9.5%
senior secured notes due 2020, a 10% recovery corresponding to an
'RR6' rating for the company's senior unsecured notes, and the
company's preferred stock is assigned an 'RR6' based on zero
recovery.
DERIVATION SUMMARY
HOV's rating is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity. Risk factors include the cyclical nature of
the homebuilding industry, the company's high debt load, high
leverage and relatively weak liquidity position. HOV is the ninth
largest homebuilder in the U.S. during 2016 (based on home
deliveries) and, similar to other public homebuilders in Fitch's
coverage, has good geographic and price diversity and top 10 market
positions in several if the large metropolitan markets where it
operates.
HOV's leverage (debt to capitalization above 100%) is meaningfully
higher than its peers, including Beazer Homes USA, Inc.
(B-/Positive). The company's high leverage and difficulty in
refinancing debt maturities has limited HOV's ability to invest in
new land holdings (and instead lowered inventory levels to generate
cash and pay down debt), resulting in lower community count and
declining home deliveries and new orders. The company expects
community count growth in the second half of FY2018. Fitch expects
the company's high debt load and leverage will continue to
constrain growth.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Total housing starts increase 5% in 2018 (single-family starts
grow 7.5%), while new and existing home sales advance 8% and
1.5%, respectively;
-- HOV's revenues decline 6.5%-7.5% during FY18;
-- EBITDA margins improve slightly during FY18;
-- The company maintains liquidity of about $250 million by the
end of FY18;
-- HOV increases land and development spending in FY18 compared
with FY17 and increases community count during the second half
of FY18.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Per Fitch's criteria, Fitch would downgrade the IDR to RD upon
the completion of the exchange. The IDR would be subsequently
upgraded reflecting the post-DDE credit profile. The company's IDR
may be upgraded to a level at or above the prior 'CCC' IDR.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Per Fitch's criteria, Fitch would downgrade the IDR to RD upon
the completion of the exchange.
LIQUIDITY
Adequate Near-Term Liquidity: As of Oct. 31, 2017, HOV had $463.7
million of unrestricted cash and about $8 million of borrowing
availability under its $75 million revolving credit facility that
matures in June 2018. The company has a target liquidity range of
$170 million-$245 million, although HOV's liquidity has been above
the upper range during the past three quarters. Fitch expects HOV
will have liquidity of at least $250 million through the next 12
months.
FULL LIST OF RATING ACTIONS
Fitch has downgraded Hovnanian Enterprises, Inc. as follows:
-- Long-Term IDR to 'C' from 'CCC';
-- $236 million unsecured notes due Nov. 1, 2019 to 'C'/'RR6'
from 'CCC-'/'RR5';
-- $132.5 million unsecured notes due Jan. 15, 2019 to 'CC'/'RR6'
from 'CCC-'/'RR5'.
Fitch has affirmed the following issue ratings:
-- First lien term loan due 2019 at 'B'/RR1';
-- Senior secured notes due 2022 and 2024 at 'CCC+'/'RR3';
-- Senior secured notes due 2020 and 2021 at 'CCC+'/'RR3';
-- Series A perpetual preferred stock at 'C'/'RR6'.
Fitch has also assigned the following expected ratings (based on
the prior IDR of 'CCC'):
-- Senior secured first lien revolving credit facility 'B'/'RR1';
-- Senior unsecured term loan 'CC'/'RR6';
-- 13.5% senior unsecured notes due 2026 'CC'/'RR6';
-- 5.0% senior unsecured notes due 2040 'CC'/'RR6'.
HUBBARD GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Hubbard Group, L.L.C.
56 Foreston Woods Drive
Stafford, VA 22554
Business Description: The Hubbard Group, L.L.C. is a single asset
real estate company based in Stafford,
Virginia.
Chapter 11 Petition Date: January 7, 2018
Case No.: 18-10073
Court: United States Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Hon. Klinette H. Kindred
Debtor's Counsel: John C. Smith, Esq.
SANDS ANDERSON PC
1111 East Main Street, 24th Floor
P.O. Box 1998
Richmond, VA 23218-1998
Tel: 804-648-1636
Fax: 804-783-7291
E-mail: jsmith@sandsanderson.com
- and -
Roy M. Terry, Jr., Esq.
SANDS ANDERSON PC
1111 East Main Street, 24th Floor
P.O. Box 1998
Richmond, VA 23218-1998
Tel: 804-648-1636
Fax: 804-783-7291
E-mail: rterry@sandsanderson.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Leticia C. Mason, sole member-managing
member.
The Debtor listed Aquia Christian Academy as its sole unsecured
creditor, holding a claim of $12,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/vaeb18-10073.pdf
IRB HOLDING: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
----------------------------------------------------------------
U.S.-based restaurant company IRB Holding Corp. announced its
financial plan for the $2.9 billion acquisition of Buffalo Wild
Wings, which will be funded by a new $1.575 billion first-lien term
loan B, $485 million senior unsecured notes, $890 million of common
equity, and a $23 million incremental draw on Arby's existing
Variable Funding Notes, and a modest amount of cash on hand.
S&P Global Ratings assigned its 'B' corporate credit rating to
Atlanta-based IRB Holding Corp. and ARG Holding Corporation (parent
company). The outlook is stable.
S&P said, "At the same time, we assigned a 'B' issue-level rating
to the new senior secured credit facility, consisting of a $150
million revolving credit facility and a $1.575 billion first-lien
term loan B, with a '3' recovery rating. The '3' recovery rating
reflects our expectation for meaningful recovery (50%-70%; rounded
estimate: 65%) in the event of a payment default. We also assigned
a 'CCC+' issue-level rating with a '6' recovery rating to the new
$485 million senior unsecured notes. The '6' recovery rating
reflects our expectation for negligible recovery (0%-10%; rounded
estimate: 0%) in the event of a payment default.
"The ratings reflect the company's weak pro-forma credit metrics
resulting from the significantly increased debt load and interest
expense following the transaction, as well as our expectation for
periodic re-leveraging events in the future given the company's
private equity ownership. At the close of the transaction, we
expect S&P adjusted leverage to be in the high-6.0x area and funds
from operations (FFO) to debt to be around 10%. On the business
side, the addition of the Buffalo Wild Wings brand meaningfully
increases scale and revenue diversity. We view Buffalo Wild Wings
as a well-positioned and highly recognized brand within the
industry, which will add balance to the company's daypart and
product mix. We believe that Buffalo Wild Wings will be able to
leverage Arby's expertise in marketing and menu innovation to
improve operating performance over the next 12-24 months. We also
believe that the increased scale internationally will benefit those
markets, and aid future international growth.
"The stable outlook reflects our expectation that the company will
continue to open new units and increase profits over the next 12
months. Pro-forma for the acquisition, adjusted leverage will be
the high-6.0x immediately following the debt financing, and we
expect to see consistent improvement over the next 12 months driven
by profit growth and meaningful debt repayment. We forecast that
leverage will improve to the mid- to high-5.0x area at
fiscal-year-end 2018.
"We could lower our ratings if we believe the company is unable to
improve credit metrics, leading to sustained debt to EBITDA in the
high-6.0x area or above. This could happen if product innovation at
Arby's slows and competition increases, along with key initiatives
at Buffalo Wild Wings failing to produce any material improvements
in performance. Under this scenario, gross margin in fiscal 2018
would decrease 150 bps below our forecast, and sales growth would
be flat-to-slightly positive (compared with our forecast of low- to
mid-single digits).
"Although unlikely in the next year, we could raise the ratings if
the company can materially improve its scale and operating metrics
through healthy unit growth, successful execution of its strategy,
and further brand portfolio diversity. This would lead us to view
the company's business more favorably. We could also raise the
ratings if the company significantly outperforms our base-case
forecast, leading to notably better credit metrics. This would
happen through a combination of strong operating performance and
considerable debt repayment such that leverage remains below the
5.0x area on a sustained basis. This scenario would also require us
to believe that the financial sponsor will adopt a relatively
conservative financial policy going forward, and that the
possibility of a re-leveraging event is minimal."
LEGACY RESERVES: Hikes Cortland Credit Facility to $400 Million
---------------------------------------------------------------
Legacy Reserves LP entered into the Third Amendment to the Term
Loan Credit Agreement among Legacy, as borrower, Cortland Capital
Market Services LLC, as administrative agent and second lien
collateral agent, and the lenders, including GSO Capital Partners
LP and certain funds and accounts managed, advised or sub-advised
by it, which amended the Term Loan Credit Agreement, dated as of
Oct. 25, 2016, among Legacy, as borrower, Cortland Capital Market
Services LLC, as administrative agent and second lien collateral
agent, and the lenders party thereto, as amended by the First
Amendment and Waiver to Term Loan Credit Agreement, dated as of
July 31, 2017, and the Second Amendment to Term Loan Credit
Agreement, dated as of Oct. 30, 2017. The Amendment, among other
things, increases the maximum principal amount of term loans under
the Term Loan Agreement to $400 million, extends the availability
of borrowings under the Term Loan Credit Agreement to Oct. 25,
2019, relaxes the asset coverage ratio financial covenant from 1.0x
to 0.85x during 2018 and requires Legacy to mortgage certain
additional properties located in the Permian Basin. In connection
with the Amendment, Legacy paid GSO a customary consent fee and a
yield enhancement fee. In addition, Legacy, Legacy Reserves GP,
LLC, a Delaware limited liability company and the general partner
of Legacy, and GSO entered into a voting agreement with respect to
their positions in Legacy's 8% Senior Notes due 2020 whereby Legacy
has generally agreed to vote its position of such notes consistent
with that of GSO.
Note Purchase Agreement
On Dec. 31, 2017, Legacy entered into a Note Purchase Agreement
with Fir Tree Value Master Fund, L.P., Fir Tree Capital Opportunity
Master Fund, L.P., Fir Tree Capital Opportunity Master Fund III,
L.P., FT SOF IV Holdings, LLC, FT SOF V Holdings, LLC, and FT SOF
VII Holdings, LLC. Pursuant to the Note Purchase Agreement, Legacy
purchased from the Fir Tree Sellers an aggregate of approximately
$187.1 million in principal amount of Legacy's 6.625% Senior Notes
due 2021 for an aggregate purchase price of approximately $132.1
million, inclusive of accrued and unpaid interest, representing
$0.70 per $1.00 of principal amount. On Jan. 5, 2018, Legacy drew
approximately $131 million of net borrowings under the Term Loan
Credit Agreement to settle the transactions under the Note Purchase
Agreement with respect to the purchase price attributable to
principal amount. The portion of the purchase price attributable
to accrued and unpaid interest was settled with borrowings under
Legacy's revolving credit facility.
Unregistered Sales of Equity Securities
On Jan. 5, 2018, the Partnership issued 3.8 million units
representing limited partnership interests in Legacy to Fir Tree
E&P Holdings XI, LLC. The issuance of the Units to Fir Tree E&P
Holdings was a private placement of equity securities made in
reliance on an exemption from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(a)(2)
thereof. The Units were issued, together with $2.5 million cash,
as consideration pursuant to the Standstill and Voting Agreement,
entered into as of Dec. 31, 2017, by and among Legacy, the General
Partner and Fir Tree Value Master Fund, L.P., Fir Tree Capital
Opportunity Master Fund, L.P., Fir Tree Capital Opportunity Master
Fund III, L.P., FT SOF IV Holdings, LLC, FT SOF V Holdings, LLC,
and FT SOF VII Holdings, LLC, Fir Tree E&P Holdings and Fir Tree
Capital Management LP (f/k/a Fir Tree Inc.), whereby the Fir Tree
Parties agreed to, among other things, (i) limit their ability to
acquire additional Legacy securities for a period of one year, (ii)
limit their ability to transfer the Units for a period of six
months, (iii) vote their Units in accordance with the
recommendation of the Board for a period of one year and (iv)
generally support the actions of the Board for a period of one
year.
About Legacy Reserves LP
Legacy Reserves LP -- http://www.LegacyLP.com/-- is a master
limited partnership headquartered in Midland, Texas, focused on the
acquisition and development of oil and natural gas properties
primarily located in the Permian Basin, East Texas, Rocky Mountain
and Mid-Continent regions of the United States.
Legacy Reserves LP reported a net loss attributable to unitholders
of $74.82 million for the year ended Dec. 31, 2016, compared to a
net loss attributable to unitholders of $720.54 million for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Legacy Reserves
had $1.48 billion in total assets, $1.73 billion in total
liabilities and a $247.2 million total partners' deficit.
* * *
In September 2016, S&P Global Ratings said that it lowered its
corporate credit rating on Legacy Reserves to 'CCC' from 'B-'. The
rating outlook is negative. The downgrade reflects S&P's
expectation that the borrowing base on Legacy's revolving credit
facility could be lowered substantially at its re-determination in
October.
In March 2017, Moody's Investors Service upgraded Legacy Reserves
LP's Corporate Family Rating to 'Caa2' from 'Caa3'. "Legacy's
upgrade to Caa2 reflects Moody's expectations of improved cash flow
and credit metrics in 2017 as a
result of debt reduction and higher commodity prices underpinned by
good hedges in 2017 and 2018," said RJ Cruz, Moody's vice
president. "The upgrade also reflects improved liquidity and the
benefits of the amended joint development agreement with TPG."
LEON RAMIREZ: Has Approval to Compromise 2nd Lien Note Payment
--------------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Leon Oscar Ramirez Jr. and
Rosalinda Eckhardt, and Cheetah Rentals, LLC, to compromise the
payment of the second lien note by discounting it to $1 million
from its current balance of $1,275,717.
Cheetah will pay to Falcon International Bank on Jan. 8, 2018
$41,000 to be applied to the first lien note on the property and
the payment of ad valorem taxes. It will make an additional
payment of $9,000 on Feb. 4, 2018.
Beginning on Feb. 4, 2018, Cheetah will make monthly payments of
interest and escrow totaling $3,141 to Falcon. Falcon's Motion For
Relief From Stay is reset to Feb. 9, 2018 at the U.S. Bankruptcy
Court, 1300 Victoria St, Laredo Texas at 8:00 am (CST). If Cheetah
fails to make a payment required, Falcon will send Cheetah a notice
of default giving Cheetah five business days to cure the default.
If the default is not cured within five business days of the notice
of default the Bank may proceed with its hearing on the Motion For
Relief From Stay currently set for Feb. 9, 2018. Compliance with
this will cause the Bank's Motion for Relief to be reset to May 3,
2018 at 8:00 a.m. (CST).
On Jan. 8, 2018, the Debtors will rescind the Deed of Trust
foreclosure sale conducted on the second lien note on Jan. 2, 2018.
Within 30 days of the date of the Order, Cheetah will serve on the
Bank, the IRS and the Debtors a copy of an executed earnest money
contact and file notice of same with the clerk of the Court. If
Cheetah fails to file a notice with the clerk of the Court, within
30 days from the entry of the Order, that a fully executed and
escrowed contract has been delivered to all parties then the
agreement to approve the compromise of the balance of the second
lien note will automatically rescinded.
The Debtors and the Bank agree not to post the Property for
foreclosure until the 91st day following entry of the order. They
may not post their liens for foreclosure if by the 90th day Cheetah
has made substantial progress in selling the Property. If the
Parties cannot agree that Cheetah has made substantial progress in
selling the Property, Cheetah may file an emergency motion for the
Court to determine whether or not there has been substantial
progress in selling the Property. If Cheetah has made substantial
progress they will be given an additional 30 days to close the sale
without further order of the Court.
The net proceeds of the sale will be used to pay the Falcon's first
lien, and the Debtors' second lien note for the payment of
$1,000,000. The Debtors must deposit the $1,000,000 into the
registry of the Court within five calendar days following closing
and funding of the sale, pending further orders of the Court. The
IRS will have a replacement lien on funds deposited into the
registry of the Court in the same order of priority as before the
sale occurred.
The sale of the Property will be free and clear of all liens.
Leon Oscar Ramirez, Jr., filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-50164) on Oct. 26, 2015, and is represented by:
Jesse Blanco, Esq.
7406 Garden Grove
San Antonio, TX 78250
Tel: 713-320-3732
Fax: 210-509-6903
E-mail: lawyerjblanco@gmail.com
MAHIPAL RAVIPATI: Proposes Auction Sale of Vehicles
---------------------------------------------------
Mahipal Ravipati asks the U.S. Bankruptcy Court for the Northern
District of Alabama to authorize the sale of a 2011 Honda Odyssey
van and a 2013 Mercedes ML350 automobile at public auction.
The Vehicle is encumbered by these liens in order of priority:
a. A first priority tax lien recorded on July 1, 2013 and in
favor of Alabama Department of Revenue ("ADOR") in the amount of
$6,424;
b. A second priority tax lien recorded on May 17, 2016 and in
favor of the Internal Revenue Service in the amount of $63,713;
and
c. A third priority judgment lien recorded on Sept. 15, 2017
and in favor of RREF CB SBLII Acquisitions, LLC ("RREF") in the
amount of $850,000.
The Debtor's Estate understands that ADOR and IRS both consent to
the sale of the Vehicle free and clear of their respective liens
based upon the terms and conditions of sale and the proposed
distribution of the sale proceeds. There is no equity in the
Vehicle above the two tax liens for RREF's judgment lien to
encumber. Further, RREF's lien is in bona fide dispute and is the
subject of an adversary proceeding filed by the Estate, as it was
recorded within 90 days prior to bankruptcy and subject to
avoidance as a preference under 11 U.S.C. Section 547. Finally,
RREF has filed an unsecured proof of claim in the bankruptcy, and
does not appear to assert any lien against the Vehicle. Thus, the
sale will be free and clear of RREF's lien under 363(f).
In the opinion of the Debtor's Estate, selling the Vehicle will
benefit all parties-in-interest by liquidating a depreciating asset
and facilitating the Debtor's timely satisfaction of tax liens that
are senior to other debts of the Estate.
The Estate has filed a contemporaneous motion with the Court to
sell the 2013 Mercedes in a private sale, but the Estate includes
the Mercedes in the auction motion to give all creditors due notice
in case the private sale falls through or is not approved and the
Mercedes must be sole by auction instead.
The sale contemplated by the Motion is to be conducted as a public
auction with these terms and conditions of sale:
a. Each purchaser will make a down payment immediately upon
completion of the auction equal to 20% of the total purchase price.
The remaining balance of the purchase price will be made payable
in certified funds to "Chapter 11 Estate of Mahipal Ravipati" and
tendered at closing, to occur within 10 days of the auction date.
b. If for any reason the Purchaser fails to make full payment
in accordance with the terms above, the Purchaser will be liable
for the unpaid balance still due and owing, plus interest in the
amount of 12% per annum from the date of the auction and reasonable
attorney’s fees and expenses for collection as a result of said
default.
c. The Chapter 11 Estate will execute and provide Purchaser
with a Bill of Sale for the Vehicles. Further, the Estate will
endorse and sign over any Certificate of Title for the Vehicle. If
a Certificate of Title cannot be located and obtained, the
Purchaser will be responsible for applying for and obtaining a
replacement title for the Vehicles.
d. The Bill of Sale and Certificate of Title will convey the
Chapter 11 Estate's interest in the subject Vehicles free and clear
of the said liens, but subject to any and all other liens or
encumbrances of record. Further, the Vehicles are being sold "as
is" with no warranties or guarantees whatsoever as to title or
condition.
e. The Chapter 11 Estate of Mahipal Ravipati will pay the
commission due an auctioneer for the sale of the vehicles. The
Purchaser will be responsible for all other costs associated with
the sale of the vehicles, along with any taxes that may be owed on
the vehicles. Further, the Purchases will be responsible for
obtaining, completing, submitting, and recording all necessary
paperwork associated with transferring title to the subject
vehicles, and will be responsible for payment of all costs
associated with same.
f. The Closing Agent, if any, will serve as the Estate's
Designated Agent for the purpose of closing this sale and
distributing the proceeds in compliance with the Notice and any
Order to be issued by the Court.
g. The closing for the sale is to be conducted within 10 days
after an order approving this sale has become final and
non-appealable, and is to be held at the offices of Sparkman,
Shepard & Morris, P.C., Suite 1411, 303 Williams Avenue,
Huntsville, Alabama 35801, or at any other date and location
mutually agreed upon by the parties.
The sale proceeds will be deposited directly to the Estate's bank
account at closing and will be reflected in the Estate's monthly
Chapter 11 operating reports. Upon the sale proceeds being fully
credited to the Estate's bank account, the Estate will immediately
tender and distribute the sale proceeds as follows: (i) first, to
the Probate Estate of Mahipal Ravipati in an amount necessary to
satisfy the Debtor's scheduled exemption claims on the vehicles;
(ii) second, to ADOR in an amount necessary to satisfy its first
priority tax lien; and (iii) third, to the IRS in partial
satisfaction of its second priority tax lien. No other persons or
entities will share in any portion of the sales proceeds.
The motion will be heard at a date, time and location to be set by
the Court. Any objection to the sale or higher offer will be filed
seven days before the hearing date.
Mahipal Ravipati sought Chapter 11 protection (Bankr. N.D. Ala.
Case No. 17-82502) on Aug. 24, 2017. The Debtor tapped Tazewell
Shepard, Esq., at Tazewell Shepard, P.C., as counsel.
Counsel for the Debtor:
Kevin M. Morris, Esq.
Tazewell T. Shepard, IV, Esq.
SPARKMAN, SHEPARD & MORRIS, P.C.
P.O. Box 19045
Huntsville, AL 35804
Telephone: (256) 512-9924
Facsimile: (256) 512-9837
MAHIPAL RAVIPATI: Sontineni Buying 2013 Mercedes ML350 for $25K
---------------------------------------------------------------
Mahipal Ravipati asks the U.S. Bankruptcy Court for the Northern
District of Alabama to authorize the private sale of 2013 Mercedes
ML350, VIN 4JGDA5LB5DA167189, to Vinod Kumar Sontineni for $25,000,
subject to higher and better offers.
The Vehicle is encumbered by these liens in order of priority:
a. A first priority tax lien recorded on July 1, 2013 and in
favor of Alabama Department of Revenue ("ADOR") in the amount of
$6,424;
b. A second priority tax lien recorded on May 17, 2016 and in
favor of the Internal Revenue Service in the amount of $63,713;
and
c. A third priority judgment lien recorded on Sept. 15, 2017
and in favor of RREF CB SBLII Acquisitions, LLC ("RREF") in the
amount of $850,000.
The Debtor's Estate understands that ADOR and IRS both consent to
the sale of the Vehicle free and clear of their respective liens
based upon the terms and conditions of sale and the proposed
distribution of the sale proceeds. There is no equity in the
Vehicle above the two tax liens for RREF's judgment lien to
encumber. Further, RREF's lien is in bona fide dispute and is the
subject of an adversary proceeding filed by the Estate, as it was
recorded within 90 days prior to bankruptcy and subject to
avoidance as a preference under 11 U.S.C. Section 547. Finally,
RREF has filed an unsecured proof of claim in the bankruptcy, and
does not appear to assert any lien against the Vehicle. Thus, the
sale will be free and clear of RREF's lien under 363(f).
In the opinion of the Debtor's Estate, selling the Vehicle will
benefit all parties-in-interest by liquidating a depreciating asset
and facilitating the Debtor's timely satisfaction of tax liens that
are senior to other debts of the Estate.
Said sale, subject to Court approval, is to be conducted as a
private sale to the Purchaser, on these terms and conditions:
a. The Purchaser will pay a total purchase price of $25,000 in
certified funds made payable to the Chapter 11 Estate of Mahipal
Ravipati and tendered at closing.
b. If for any reason the Purchaser fails to make full payment
in accordance with the terms above, the Purchaser will be liable
for the unpaid balance still due and owing, plus interest in the
amount of 12% per annum from the date of the order approving the
sale and reasonable attorney's fees and expenses for collection as
a result of said default.
c. The Chapter 11 Estate will execute and provide Purchaser
with a Bill of Sale for the Vehicle. Further, the Estate will
endorse and sign over any Certificate of Title for the Vehicle. If
a Certificate of Title cannot be located and obtained, the
Purchaser will be responsible for applying for and obtaining a
replacement title for the Vehicle.
d. The Bill of Sale and Certificate of Title will convey the
Chapter 11 Estate's interest in the subject Vehicle free and clear
of the said liens, but subject to any and all other liens or
encumbrances of record. Further, the Vehicle is being sold "as is"
with no warranties or guarantees whatsoever as to title or
condition.
e. The Purchaser will be responsible for all costs associated
with the sale of the Vehicle, along with any taxes that may be owed
on the Vehicle. Further, the Purchaser will be responsible for
obtaining, completing, submitting, and recording all necessary
paperwork associated with transferring title to the subject
Vehicle, and will be responsible for payment of all costs
associated with same.
f. The Estate represents that this is an arms-length
transaction, and that the Estate has no family or business
connections with Purchaser.
g. The Closing Agent, if any, will serve as the Estate's
Designated Agent for the purpose of closing this sale and
distributing the proceeds in compliance with the Notice and any
Order to be issued by the Court.
h. The closing for the sale is to be conducted within 10 days
after an order approving the sale has become final and
non-appealable, and is to be held at the offices of Sparkman,
Shepard & Morris, P.C., Suite 1411, 303 Williams Avenue,
Huntsville, Alabama, or at any other date and location mutually
agreed upon by the parties.
The Estate has investigated the value of the asset and avers that
the Purchase Price meets or exceeds the Vehicle's fair market
value.
The sale proceeds will be deposited directly to the Estate's bank
account at closing, and will be reflected in the Estate's monthly
Chapter 11 operating reports. Upon the sale proceeds being fully
credited to the Estate's bank account, the Estate will immediately
tender and distribute the sale proceeds as follows: (i) first, to
the Probate Estate of Mahipal Ravipati in an amount necessary to
satisfy Debtor's scheduled exemption claims on the Vehicle; (ii)
second, to ADOR in an amount necessary to satisfy its first
priority tax lien; and (iii) third, to the IRS in partial
satisfaction of its second priority tax lien. No other persons or
entities will share in any portion of the sales proceeds.
The motion will be heard at a date, time and location to be set by
the Court. Any objection to the sale or higher offer will be filed
seven days before the hearing date.
Mahipal Ravipati sought Chapter 11 protection (Bankr. N.D. Ala.
Case No. 17-82502) on Aug. 24, 2017. The Debtor tapped Tazewell
Shepard, Esq., at Tazewell Shepard, P.C., as counsel.
Counsel for the Debtor:
Kevin M. Morris, Esq.
Tazewell T. Shepard, IV, Esq.
SPARKMAN, SHEPARD & MORRIS, P.C.
P.O. Box 19045
Huntsville, AL 35804
Telephone: (256) 512-9924
Facsimile: (256) 512-9837
MARSH SUPERMARKETS: Ongoing Committee Talks Delays Plan Filing
--------------------------------------------------------------
Marsh Supermarkets Holdings, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
exclusive periods during which only the Debtors may file a Chapter
11 plan and solicit acceptances of the plan through and including
May 8, 2018, and July 5, 2018, respectively.
A hearing on the Debtors' request is scheduled for Jan. 23, 2018,
at 1:30 p.m. (ET). Objections to the request must be filed by Jan.
16, 2018, at 4:00 p.m. (ET).
As reported by the Troubled Company Reporter on Sept. 28, 2017, the
Court extended, at the behest of the Debtors, the exclusive plan
filing period through and including Jan. 8, 2018, and the Debtors'
exclusive solicitation period through and including March 7, 2018.
The Debtors have been operating under the protections of Chapter 11
for just under eight months. During this time, the Debtors have
worked diligently to ensure the smooth transition of the Debtors'
operations into Chapter 11 and to maximize the value of the
Debtors' estates for the benefit of all stakeholders.
Since the filing of the first exclusivity motion, the Debtors have
continued to diligently prosecute these Chapter 11 cases by, among
other things: (i) evaluating and designating for rejection
additional executory contracts and unexpired leases of the Debtors;
(ii) objecting to, and filing notices of satisfaction with respect
to, various claims filed against the Debtors and their estates;
(iii) entering into settlement agreements or reaching agreements in
principle (with formal settlement agreements to follow after the
filing of this motion) with a number of significant creditors,
including the Pension Benefit Guaranty Corporation, Topco Holdings,
Inc., and Topco Associates LLC, and American Greetings Corporation,
that, among other things, resolve a number of disputes in a timely
and efficient manner and without the costs and risks associated
with litigation; (iv) working with the Official Committee of
Unsecured Creditors to negotiate and draft a consensual chapter 11
plan of liquidation (and the various related documents, including
the disclosure statement); (v) engaging in the court-approved
mediation process with Supervalu Inc. in an effort to consensually
resolve the parties' significant disputes; (vi) working with
claimants to resolve a number of administrative claims that have
been filed to date in the Chapter 11 cases, as well as a pending
motion for an administrative claim; and (vii) continuing to perform
a number of tasks related to the wind down of the Debtors'
operations and affairs, including ensuring that the Debtors'
insurance coverage is appropriately tailored to their current
circumstances.
The Debtors say that accomplishing the tasks within less than eight
months has been a labor-intensive process, fully occupying the
Debtors' representatives and professionals. In light of these
circumstances, and the Debtors' ongoing efforts to work with the
Committee to negotiate and draft a consensual Chapter 11 plan of
liquidation, the Debtors submit that the requested extensions are
both appropriate and necessary to afford the Debtors with
sufficient time to adequately prepare a viable Chapter 11 plan and
related disclosure statement.
The Debtors state that their Chapter 11 cases are sufficiently
large and complex to warrant the requested extension of the
Exclusive Periods. As of the Petition Date, the Debtors owned and
operated a chain of 60 grocery stores in Indiana and Ohio and
employed approximately 4,400 employees. Since the Petition Date,
the Debtors have already obtained approval for, and closed on an
expedited basis, the Sale Transactions; completed store closing
sales at their remaining locations and rejected all of the
associated non-residential real property leases; rejected hundreds
of unnecessary, and therefore burdensome, executory contracts and
unexpired leases; and filed eight omnibus claims objections and two
notices of satisfied claims.
The Debtors assure the Court that they continue to timely pay their
undisputed postpetition obligations.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/deb17-11066-778.pdf
About Marsh Supermarkets
Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio. A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food. Marsh was
publicly traded until May 2006, when it was acquired by affiliates
of Sun Capital Partners IV, LP, and certain independent investors.
Marsh Supermarkets Holding, LLC, and 15 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066) on May 11, 2017. As of the Petition Date, Marsh operated
60 stores in Indiana and Ohio, and had a workforce of approximately
4,400 employees. The cases are pending before the Hon. Brendan
Linehan Shannon.
Young Conaway Stargatt & Taylor, LLP, is serving as counsel to the
Debtors. Clear Thinking Group is the Debtors' restructuring
advisors. Peter J. Solomon Company is the Debtors' investment
banker. Prime Clerk LLC is the claims and noticing agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Bayard, P.A., and Cooley LLP as counsel.
MCGEE TRUCKING: Peoples Bank Objects to Disclosure Statement
------------------------------------------------------------
Peoples Bank objects to the proposed disclosure statement filed by
McGee Trucking LLC with the U.S. Bankruptcy Court for the Southern
District of West Virginia.
Peoples alleged that the disclosure statement fails to disclose in
detail either the debtor's past financial performance, specifically
by failing to timely file the debtor's operating reports (the
October and November operating reports have not been filed), or its
projected financial performance for the business in a way that is
meaningful for creditors to determine the economic viability of the
Debtor meeting the obligations it sets forth in the plan.
Peoples also stated that the disclosure statement fails to provide
an update on the status the debtor's lawsuits claims against third
parties and the projected recovery from such claims.
Further, Peoples argued that the disclosure statement is related to
a plan of reorganization which is not confirmable. Peoples alleged
that the plan proposes to "cramdown" impaired Peoples secured
claims on the 2007 Peterbilt Tractor and 2005 Peterbilt Tractor and
treat the balance of the secured claims as unsecured claims.
Peoples further pointed out that the plan proposes to allow the
McGees to retain their equity interests in the debtor, despite the
impairment of Peoples' secured claims in violation of the absolute
priority rule of 11 U.S.C. section 1129(b)(2)(B)(ii). Lastly,
Peoples alleged that the plan does not allocate the proceeds from
the lawsuit to the payment of unsecured claims in further violation
of the absolute priority rule.
A full-text copy of Peoples' objection dated December 10, 2017 is
available at:
http://bankrupt.com/misc/wvsb17-bk-30185-76.pdf
Peopls Bank is represented by:
Arch W. Riley, Jr., Esq.
BERNSTEIN-BURKLEY, P.C.
48 14th ST STE 301
Post Office Box 430
Wheeling, WV 26003-0009
Tel: (304) 215-1177
Fax: (412) 456-8135
Email: ARiley@bernsteinlaw.com
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.
MEHRI AKHLAGHPOUR: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
----------------------------------------------------------------
In a notice, the U.S. Trustee asks the U.S. Bankruptcy Court for
the Central District of California for an order to appoint a
Chapter 11 in the case of Mehri Akhlaghpour.
The Debtor filed for bankruptcy protection after several judgments
were entered against her personally. At least one judgment includes
findings of fraud and embezzlement. Also, the Debtor provided
copies of notes and deeds of trust in favor of one of her creditors
in response to this Court's order at a status conference. These
documents all purport to have been executed on Oct. 6, 2017, just 5
days before the Debtor filed for bankruptcy protection. The
documents evidence borrowing by the Debtor in the amount of
$1,164,750 secured by her real properties. The location and use of
the proceeds are not disclosed anywhere in the bankruptcy papers.
Under these circumstances, an independent chapter 11 trustee should
be appointed to oversee the liquidation of these estates to
preserve and maximize the remaining assets for the benefit of
creditors.
The Debtor has also engaged in gross mismanagement and fraud and is
not acting as a competent fiduciary. Accordingly, "cause" exists to
appoint a chapter 11 trustee.
Mehri Akhlaghpour filed a Chapter 11 Petition (Bankr. C.D. Cal.,
Case No. 17-12739) on October 11, 2017, and is represented by
Giovanni Orantes, Esq.
MEREDITH CORP: Moody's Assigns 'B1' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) and B1-PD Probability of Default Rating (PDR) to Meredith
Corp. upon its launched debt issuance in conjunction with
acquisition of Time Inc. Concurrently, Moody's assigned Ba2 rating
to 5-year, $350 million senior secured revolving credit facility
and 7-year $1.8 billion senior secured term loan. Moody's also
assigned B3 rating to new 8-year $1.4 billion senior unsecured
notes, which are expected to be launched shortly. Moody's assigned
an SGL-1 Speculative Grade Liquidity Rating (SGL). The rating
outlook is stable.
Proceeds from the newly rated instruments in conjunction with
unrated $650 million preferred equity contribution by Koch Equity
Development LLC as well as balance sheet cash will be used to (i)
fund the acquisition of Time Inc., including repayment of Time
Inc.'s $462 million term loan, $475 million unsecured notes, and
$300 million unsecured notes; (ii) repay Meredith's existing
outstanding debt of $708 million; and (iii) allocate $95 million of
cash to the balance sheet. Upon repayment and extinguishment of
Time Inc.'s term loan, revolver, and unsecured notes, Moody's will
withdraw its CFR, PDR, SGL and legacy debt instrument ratings.
Ratings assigned:
Meredith Corp.
Corporate Family Rating - B1
Probability of Default Rating - B1-PD
$350 million revolver due 2023 - Ba2, LGD2
$1.8 billion 1st lien term loan due 2025 - Ba2, LGD2
$1.4 billion senior unsecured notes due 2026 - B3, LGD5
Speculative Grade Liquidity (SGL) Rating: SGL-1
Outlook is stable
Ratings to be withdrawn upon debt repayment:
Time Inc.
Corporate Family Rating - B1
Probability of Default Rating - B1-PD
Revolving credit facility due 2022 - Ba2, LGD2
1st lien term loan due 2024 - Ba2, LGD2
Senior unsecured notes due 2025 - B2, LGD5
Senior unsecured notes due 2022 - B2, LGD5
Speculative Grade Liquidity (SGL) Rating: SGL-1
Outlook actions:
Outlook is Stable, to be withdrawn
RATINGS RATIONALE
Meredith Corporation's B1 Corporate Family Rating (CFR) reflects
Moody's adjusted leverage of 3.8x pro-forma for the proposed
acquisition of Time, Inc. as of Q3 2017 as well as the ongoing
negative secular pressures impacting the print magazine business.
While Meredith benefits from a strong management team with a track
record of integrating acquisitions, the integration of Time, Inc.
is expected to be challenging due to its larger size and the need
to turn around Time Inc.'s operating performance. The restructuring
of operations currently underway at Time Inc. adds to the
complexity of the integration process. The need to migrate content
from print to digital will also be an ongoing challenge as well as
the shift of ad dollars to digital mobile and social media.
Meredith's management team has demonstrated success to date in
growing its digital business and Moody's expect they will be able
to improve Time Inc.'s digital business, but Moody's project it
will be an ongoing challenge in an evolving media landscape.
Advertising demand is also cyclical and secular pressures are
likely to be most significantly felt during downturns in the
economy which could have a material impact on performance. Pullback
in advertising spending by industries such as retail or consumer
product companies also have the potential to impact results. The
company is projected to generate good free cash flow that will be
used for dividends, stock buybacks and debt repayment. The
outstanding preferred stock is treated as equity and is not
included in Moody's leverage calculation, but the company could use
free cash flow or debt to take out the preferred after the make
whole period ends after three years which has the potential to
impact its leverage level.
The significant scale of the pro forma company with revenue of
approximately $4.5 billion supports the rating and will help the
company to achieve significant costs savings given its leading
position in the magazine industry. Meredith's ratings also benefit
from its high margin Local Media group which includes a portfolio
of 17 television stations in 12 different markets. The National
Media group contains a large portfolio of titles with a strong
female audience base including Better Homes & Gardens, Family
Circle, Shape, and Martha Stewart Living as well as digital sites
such as Allrecipes.com. The titles have a good position in home,
family, food, and health & wellness categories which are expected
to be stronger segments in the magazine industry. Management is
also projected to continue to grow its licensing business given the
strength of some of its brand names. Time Inc. magazine titles,
including People, Southern Living, Real Simple, Cooking Light, and
InStyle magazine, will enhance Meredith's existing portfolio and
increase the appeal of advertisers trying to reach its large female
audience base. Time Inc.'s other well-known titles including Time
magazine and Sports Illustrated provide less of a strategic benefit
and are expected to be impacted to a greater degree by the secular
pressures facing the industry.
The stable rating outlook incorporates Moody's expectation for mid
to high single digit percentage declines in print advertising with
digital advertising growing in mid single digit percentages.
Moody's expect Local Media Group revenue to grow in mid-single
digits driven by re-transmission and political growth. Moody's
expect Meredith to implement significant cost savings initiatives
with the acquisition of Time Inc. The stable outlook also reflects
Moody's expectation that the company's liquidity will remain very
good and can be supplemented by a $350 million revolver. The
outlook allows for an acceptable level of shareholder distributions
from a portion of free cash flow, but it does not include
significant debt financed acquisitions or leveraging transactions.
Ratings could be upgraded if Meredith demonstrates consistent
organic revenue and EBITDA growth, with debt-to-EBITDA leverage
being sustained comfortably below 3.5x (including Moody's standard
adjustments). Strong positive free cash flow and very good
liquidity would also be needed, with good revolver availability.
Management would also need to maintain a commitment to financial
policies consistent with the higher rating.
Ratings could be downgraded if debt-to-EBITDA is sustained above
4.5x (including Moody's standard adjustments), liquidity
deteriorates with sustained negative free cash flow reducing
balance sheet cash materially below Moody's expectations or if
revolving credit facility availability declines substantially.
Meredith Corporation is a diversified media company with magazine
publishing, brand licensing, and television broadcasting
operations. In November 2017, the company agreed to acquire Time
Inc. Pro forma for the transaction, the combined entity will
generate approximately $4.5 billion of revenue in calendar year
2017. The company operates two business segments, National Media,
and Local Media. The National Media segment includes national
consumer media brands delivered via multiple media platforms
including print magazines and digital and mobile media, brand
licensing activities, database-related activities, and
business-to-business marketing products and services. The Local
Media segment consists of 17 television stations located across the
United States (U.S.) concentrated in fast growing markets with
related digital and mobile media assets.
MONAKER GROUP: Settles Lawsuits with RealBiz & NestBuilder.com
--------------------------------------------------------------
On Dec. 22, 2017, Monaker Group, Inc., has entered into a
settlement agreement with RealBiz Media Group, Inc., its former
consolidated subsidiary, NestBuilder.com Corp. and American Stock
Transfer & Trust Company, LLC relating to the dismissal with
prejudice of the following lawsuits which were pending as of the
date of the Settlement Agreement: Case Number 1:16-cv-61017-FAM;
Case No.: CACE-16-019818; Case No.: 16-24978-CIV-GRAHAM; Case No.:
C.A 2017-0189; Case No.: 2017-0351 and Case No.: 2017-0189-JRS.
As part of the Settlement Agreement, the Company agreed to pay
NestBuilder $100,000 and to issue 20,000 shares of its restricted
common stock to persons to be designated by NestBuilder; RealBiz
agreed to reinstate to the Company 44,470,101 shares of RealBiz
Series A Convertible Preferred Stock and ratify all rights under
the Certificate of Designation as reformed and amended of the
RealBiz Series A Convertible Preferred Stock (e.g., to provide for
a conversion ratio of 1 share of RealBiz common stock for each 1
share of RealBiz Series A Convertible Preferred Stock converted
from time to time) and remove any dividend obligations. The
RealBiz designation of the Series A Convertible Preferred Stock was
also amended to provide the Company with anti-dilution protection
below $0.05 per share. The agreement further provided for each
party to dismiss the above referenced lawsuits with prejudice and
for general releases from each party.
About Monaker
Headquartered in Weston, Florida, Monaker Group, Inc., formerly
known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/
-- operates online marketplaces for the alternative lodging rental
industry and facilitate access to alternative lodging rentals to
other distributors. Alternative lodging rentals (ALRs) are whole
unit vacation homes or timeshare resort units that are fully
furnished, privately owned residential properties, including homes,
condominiums, apartments, villas and cabins that property owners
and managers rent to the public on a nightly, weekly or monthly
basis. The Company's marketplace, NextTrip.com, unites travelers
seeking ALRs online with property owners and managers of vacation
rental properties located in countries around the world. As an
added feature to the Company's ALR offering, the Company also
provides access to airline, car rental, hotel and activities
products along with concierge tours and activities, at the
destinations, that are catered to the traveler through its
Maupintour products.
LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report
on the Company's consolidated financial statements for the year
ended Feb. 28, 2017, that the Company's accumulated deficit and
limited financial resources raise substantial doubt about the
Company's ability to continue as a going concern.
Monaker reported a net loss of $7.10 million for the year ended
Feb. 28, 2017, compared to a net loss of $4.55 million for the
year ended Feb. 29, 2016. As of Aug. 31, 2017, Monaker had $6.50
million in total assets, $4.49 million in total liabilities and
$2.01 million in total stockholders' equity.
MONEYGRAM INT'L: S&P Affirms 'B+' Rating, Outlook Stable
--------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' rating on MoneyGram
International. S&P also removed the rating from CreditWatch, where
it placed it with positive implications on Jan. 27, 2017. The
outlook is stable.
S&P said, "At the same time, we also affirmed our 'B+' rating on
MoneyGram's secured debt due 2020. We revised the recovery rating
on the notes to '3' from '4', indicating our expectation of a
meaningful (55%) recovery in the event of default."
The rating action reflects MoneyGram and Ant Financial's
termination of their merger agreement because the parties were
unable to receive approval for the transaction from the Committee
On Foreign Investment in the United States (CFIUS). Despite the
merger termination, MoneyGram and Ant Financial announced they will
work together under a new strategic business relationship. The
companies plan to bring together their capabilities in remittance
and digital payments to provide customers with user-friendly,
rapid-response, and low-cost money transfer services mainly into
China, India, and the Philippines. In accordance with the merger
agreement, Ant Financial paid $30 million to MoneyGram.
Outlook
S&P said, "The stable outlook on MoneyGram reflects the firm's
existing market position in money transfer services, our
expectation of leverage to remain 4.5x–5.5x and the firm's
improved financial flexibility from additional covenant headroom.
"We could lower the rating over the next 12 months if the company
violates its leverage covenants or debt to EBITDA, based on our
calculation, rises to 6.0x on a sustained basis.
"An upgrade is unlikely over the next 12 months given the firm's
controlling ownership and relatively high agent concentration in
its global funds transfer segment. We could raise the ratings if
the firm's leverage falls below 4.0x on a sustained basis or if the
company were acquired by a company with a higher rating."
NEIMAN MARCUS: Appoints Retail Veteran Raemdonck as New CEO
-----------------------------------------------------------
Neiman Marcus Group announced the retirement of Karen Katz from the
role of president and chief executive officer, effective Feb. 12,
2018. Luxury fashion and retail veteran Geoffroy van Raemdonck has
been appointed to succeed Katz as the Company's new chief executive
officer. Katz will continue to serve on the Company's Board of
Directors and will work closely with van Raemdonck to facilitate a
seamless transition process. The appointment is part of a
long-term leadership succession planning process to ensure
continued growth and evolution of the Company.
"As CEO, Karen helped establish Neiman Marcus as a digital leader
in luxury fashion and retail and put the Company on a sustainable
path for long-term growth. We are extremely grateful for her
vision and significant contributions, which have spanned over 30
years at the Company, including the last seven as CEO, and look
forward to continuing our work together on the Board," said David
Kaplan, Chairman of the Board.
Kaplan continued: "We are thrilled to welcome Geoffroy to Neiman
Marcus and look forward to extending the Company's positive
momentum under his leadership. He is a global industry leader and
business builder with exceptional vision and energy. The entire
board is confident that Geoffroy's leadership will add significant
value to the Company, our partners and our customers."
Katz introduced Neiman Marcus to new customers and deepened
relationships with the Company's core shopper, while establishing
Neiman Marcus as the leader in luxury online retail. She led the
implementation of the Company's Digital First strategy, which
continues to drive growth. Currently, the Company's online
business represents more than 30% of total revenues. Most
recently, investments made in new technologies and marketing tools
drove a marked improvement in the first fiscal quarter of 2018,
with comparable sales rising for the first time in more than two
years.
"It has been a unique privilege serving as CEO, and I am proud of
the substantial progress and success our team has achieved," Katz
said. "Geoffroy has an impressive track record of success at
luxury brands, and he is the right person to lead the Company
through this next phase of growth."
"Neiman Marcus manages one of the most iconic brand portfolios in
fashion retailing, and I am excited to build on the great
foundation Karen created during her tenure," said van Raemdonck.
"I look forward to working closely with the leadership team, the
Company's 14,000 employees globally and our luxury brand partners
as we continue to innovate and engage our loyal customers in new
ways."
Prior to Neiman Marcus, van Raemdonck served as group president for
EMEA and Global Travel Retail at Ralph Lauren, where he led the
transformation of all Ralph Lauren brands across full and off-price
stores, wholesale and digital. His accomplishments include
delivering strong double-digit profit growth over multiple years,
expanding gross margin and increasing distribution quality.
Previously, van Raemdonck served as CEO at St. John Knits
International, Inc., where he launched a turnaround of the American
luxury house leading to significant performance improvements.
Prior to that, he held a variety of global leadership roles at
Louis Vuitton from 2008 to 2013 and was most recently President
South Europe where he elevated brand perception and consumer
experience in 22 countries and led a team of 1,200 employees across
retail, marketing, PR, merchandising, supply chain, finance and HR.
Earlier in his career, van Raemdonck held executive leadership
positions at L Brands, Inc. He began his career at Boston
Consulting Group, where he spent nearly a decade developing and
implementing growth strategies on behalf of consumer and
brand-driven clients. He holds an MBA from the University of
Chicago, and a Master of Business and Sciences from the Universite
catholique de Louvain in Belgium.
Karen Katz Retirement Agreement
On Jan. 4, 2018, the Company and Ms. Katz entered into a Retirement
Agreement detailing the terms of her retirement. The Retirement
Agreement provides that Ms. Katz will be eligible to receive (1)
$2,475,000, payable in a lump sum following her retirement, and
$1,000,000, payable on or before March 14, 2019, (2) a pro-rata
annual incentive bonus for the Company's 2018 fiscal year, as
determined by the Compensation Committee of the Parent Board under
the terms of the Company's annual bonus program, (3) a lump sum
payment equal to 18 times the monthly COBRA premium applicable to
Ms. Katz and (4) the vesting of one additional tranche of her
restricted stock awards. The Retirement Agreement also provides
that Ms. Katz's SERP Plan benefit will not be reduced according to
the terms of the SERP Plan solely by reason of her failure to reach
age 65 as of her retirement date.
Upon her retirement, Ms. Katz will forfeit any unvested shares of
restricted stock and her outstanding performance-vested stock
options will be cancelled. In addition, her outstanding
time-vested stock options will be amended to remain outstanding
with respect to 8,366 shares and will be repriced consistent with
the modifications to exercise prices described below. Ms. Katz
will have the greater of (i) three years following her retirement
date and (ii) 180 days following the termination of her
directorship to exercise the vested portion of her time-vested
stock options. Ms. Katz will forfeit her put right with respect
to the vested portion of her co-invest and time-vested stock
options.
The Retirement Agreement includes a general release of claims by
Ms. Katz in favor of the Company, its affiliates and current and
former officers and directors and certain other parties. Ms. Katz
also remains bound by certain provisions of her employment
agreement, including the non-competition, the non-solicitation of
employees, the non-disparagement and the confidentiality
covenants.
Karen Katz Director Agreement
and Option Awards
Effective upon Ms. Katz's retirement on Feb. 12, 2018, Parent
intends to enter into a director agreement with Ms. Katz, which
will govern the terms of her role as a member of the Parent Board.
Pursuant to the Director Agreement, Ms. Katz will earn an annual
fee of $50,000. During her term as a director, she will be
eligible to receive continued medical coverage and will (i)
participate in the Company's health plans or (ii) be provided with
a separate arrangement that provides her comparable benefits. The
Director Agreement provides indemnification for actions related to
Ms. Katz's service on the Parent Board to the extent permitted by
applicable state law and coverage under the Parent's director and
officer liability insurance policy. Ms. Katz will remain bound by
the non-competition, the non-solicitation of employees, the
non-disparagement and the confidentiality covenants included in her
employment agreement during her board service.
In connection with her appointment to the Parent Board, it is
expected that Ms. Katz will receive a grant of 500 options to
purchase common shares of the Parent, pursuant to the Parent's
Management Equity Incentive Plan. The options will vest in five
equal installments on the first five anniversaries of the grant
date, subject to Ms. Katz's continued service on the Parent Board.
Geoffroy van Raemdonck Employment Agreement
On Jan. 4, 2018, the Company entered into an employment agreement
with Mr. van Raemdonck, effective as of Feb. 12, 2018. The
employment agreement has an initial term of four years with
automatic one-year renewals of the term thereafter if neither party
submits a notice of termination at least three months prior to the
end of the then-current term. Mr. van Raemdonck's annual base
salary will not be less than $1,000,000 unless the reduction is
pursuant to a reduction of the annual salaries of all senior
executives by substantially equal amounts or percentages. He will
participate in the Company's annual incentive bonus program with a
target bonus of 100% of his base salary and a maximum of 250% of
his base salary. The actual incentive bonus will be determined
according to the terms of the annual incentive bonus program and
will be payable based on the achievement of performance objectives,
as determined at the discretion of the Parent Board. Mr. van
Raemdonck's annual bonus for the Company's 2018 fiscal year will be
no less than a pro rata portion of his target bonus.
The agreement also provides for initial grants under the MEIP of
(a) non-qualified stock options to purchase (i) 17,500 of Parent's
common shares that vest in equal annual installments over four
years, subject to Mr. van Raemdonck's continued employment, (ii)
17,500 of Parent's common shares that vest upon achievement of
certain performance targets, each with an exercise price determined
in accordance with its terms and (b) 8,000 shares of restricted
stock. The stock options will expire no later than the tenth
anniversary of the grant date.
Mr. van Raemdonck will receive a one-time signing bonus of
$1,000,000, payable over twenty four months following his
commencement date and a reimbursement of relocation expenses.
Additionally, during the employment term Mr. van Raemdonck will
receive annual reimbursement for financial and tax planning advice,
an annual lump sum cash payment in the amount of $15,000 (on an
after-tax basis) in lieu of any reimbursement of hotel or other
lodging expenses incurred in connection with business trips to New
York, and reimbursement of liability for any New York state and
city taxes (on an after-tax basis).
If the Company terminates Mr. van Raemdonck's employment without
"cause" or if he resigns for "good reason" or following the
non-renewal of his employment by the Company, he will be entitled
to receive, subject to his execution and nonrevocation of a waiver
and release agreement, (i) an amount of annual incentive pay equal
to a prorated portion of his target bonus amount for the year in
which the employment termination date occurs, and (ii) a lump sum
equal to (A) 18 times the monthly COBRA premium applicable to Mr.
van Raemdonck plus (B) the sum of his base salary and target bonus,
at the level in effect as of the employment termination date. Mr.
van Raemdonck is also entitled to continuation of certain benefits
for an eighteen-month period following a termination of his
employment.
Mr. van Raemdonck will be required to repay the Severance Payment
if he violates certain restrictive covenants in his agreement or if
he is found to have engaged in certain acts of wrongdoing.
Mr. van Raemdonck's agreement contains obligations regarding
non-competition and non-solicitation of employees following the
termination of his employment, confidential information and
non-disparagement of the Company and the Company's business.
If Mr. van Raemdonck's employment terminates before the end of the
term due to his death or "disability" the Company will pay him or
his estate, as applicable, accrued obligations and an amount of
annual incentive pay equal to a prorated portion of his target
bonus amount for the year in which the employment termination date
occurs.
About Neiman Marcus
Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC --
http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded,
omni-channel fashion retailer conducting integrated store and
online operations under the Neiman Marcus, Bergdorf Goodman, Last
Call, Horchow, CUSP, and mytheresa brand names.
Neiman Marcus incurred a net loss of $531.8 million for the fiscal
year ended July 29, 2017, following a net loss of $406.1 million
for the fiscal year ended July 30, 2016. As of Oct. 28, 2017,
Neiman Marcus had $7.83 billion in total assets, $7.38 billion in
total liabilities and $451.55 million in total member equity.
* * *
As reported by the TCR on March 17, 2017, Moody's Investors Service
downgraded Neiman Marcus' Corporate Family Rating to 'Caa2' from
'B3' and its Probability of Default Rating to 'Caa2-PD' from
'B3-PD'. The company's Speculative Grade Liquidity rating is
affirmed at 'SGL-2'. The outlook is changed to negative from
stable. "The downgrade of NMG's Corporate Family Rating reflects
the continued weakness in its financial results as it faces both
the cyclical and secular challenges that face the North America
luxury department stores", says Christina Boni, VP senior analyst.
"Its designation of its MyTheresa.com operations and certain owned
properties to unrestricted subsidiaries reduces assets coverage for
its debt obligations. The hiring of a financial advisor to
evaluate strategic alternatives also signals the likelihood of its
capital structure being addressed well before its first significant
debt maturity in October 2020. Despite good liquidity, overall
leverage levels remain well above what can be refinanced and a path
to return to peak EBITDA levels is unlikely in the present
operating environment."
ONCOBIOLOGICS INC: Sabby Has 9.4% Stake as of Dec. 31
-----------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility
Master Fund, Ltd. disclosed that as of Dec. 31, 2017, they
beneficially own 2,401,787 shares of common stock of Oncobiologics,
Inc. and 360,000 shares of the Issuer's common stock, respectively,
representing approximately 9.41% and 1.41% of the Common Stock,
respectively, and (ii) Sabby Management, LLC and Hal Mintz each
beneficially own 2,550,520 shares of the Common Stock, representing
approximately 9.99% of the Common Stock. Sabby Management, LLC and
Hal Mintz do not directly own any shares of Common Stock, but each
indirectly owns 2,550,520 shares of Common Stock. Sabby
Management, LLC, a Delaware limited liability company, indirectly
owns 2,550,520 shares of Common Stock because it serves as the
investment manager of Sabby Healthcare Master Fund, Ltd. and Sabby
Volatility Warrant Master Fund, Ltd., Cayman Islands companies.
Mr. Mintz indirectly owns 2,550,520 shares of Common Stock in his
capacity as manager of Sabby Management, LLC.
A full-text copy of the regulatory filing is available at:
https://is.gd/JEU3XY
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
Oncobiologics reported a net loss attributable to common
stockholders of $40.02 million for the year ended Sept. 30, 2017,
compared to a net loss attributable to common stockholders of
$63.13 million for the year ended Sept. 30, 2016. As of Sept. 30,
2017, Oncobiologics had $20.73 million in total assets, $51.46
million in total liabilities, $2.92 million in series A convertible
preferred stock, and a $33.65 million total stockholders' deficit.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2017, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2017 of
$186.2 million, $13.5 million of senior secured notes due in
December 2018 and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
OREGON DENTAL: A.M. Best Alters Outlook to Stable, Affirms bb ICR
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A.M. Best has revised the outlooks to stable from negative and
affirmed the Financial Strength Rating (FSR) of B (Fair) and the
Long-Term Issuer Credit Rating (Long-Term ICR)of "bb" of Oregon
Dental Service (ODS). A.M. Best also has affirmed the FSR of B-
(Fair) and the Long-Term ICR of "bb-" of Moda Health Plan, Inc.
(Moda Health). The outlook of these Credit Ratings (ratings) is
stable. Both companies are domiciled in Portland, OR.
The ratings of ODS reflect its balance sheet strength, which A.M.
Best categorizes as weak, as well as its adequate operating
performance, limited business profile and appropriate enterprise
risk management. The revision of the outlook to stable reflects the
improvement in earnings and the capital support.
The balance sheet strength of ODS has been negatively impacted by
the material capital strain at its subsidiary, Moda Health. The
consolidated group has sold certain assets and secured additional
capital in the form of surplus notes from external sources to
support Moda Health. As a result of the capital needs, the
organization is highly leveraged.
The ratings of Moda Health reflect its balance sheet strength,
which A.M. Best categorizes as very weak, as well as its adequate
operating performance, limited business profile and appropriate
enterprise risk management. Moda Health's balance sheet weakness is
attributed to the high leverage from surplus notes and decreased
levels of absolute capital balances driven by losses in prior
years, in addition to the non-admittance of the risk corridor
receivables. The company has limited financial flexibility and its
risk-adjusted capitalization measures are low.
Offsetting rating factors for Moda Health include its strategic
role within the ODS organization and the capital support from ODS.
Moda Health's operations provide ODS with business diversification
beyond its dental business. The operating performance of Moda
Health has improved and near-term results have shown favorable
earnings trends, which has been driven by rate increases, better
contracting rates with its provider community and exit from the
unprofitable individual segment in Alaska.
PAL HEALTH: U.S. Trustee Appoints 3-Member Creditors' Committee
---------------------------------------------------------------
U.S. Trustee Nancy J. Gargula notified the U.S. Bankruptcy Court
for the Central District of Illinois, Peoria Division, that she has
appointed three members to the official committee of unsecured
creditors in the Chapter 11 case of PAL Health Technologies, Inc.
The Committee members are:
(1) IUNA National Pension Fund
c/o Colleen Corday, Esq.
108 North Alfred Street, 3rd Floor
Alexandria, VA 22314
Phone: 703-836-8111
Email: cray@rayraylaw.com
(2) MatPlus, Inc.
c/o C. Todd Green, VP-CFO
76 Burton Street
Painesville, OH 44077
Phone: 440-352-7201
Email: admin@matplusinc.com
(3) DLT Corporation
c/o Andrew Kahn, President
27735 Diehl Road
Warrenville, IL 60555
Phone: 708-499-2040
Email: akahn@dltcorporation.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About PAL Health Technologies Inc.
Based in Pekin, Illinois, PAL Health Technologies, Inc., is a
manufacturer of prescription orthotic. Since 1976, PAL has
provided a complete line of prescription ankle braces and
gauntlets, prescription diabetic/accommodative inserts, therapeutic
shoes as well as a number of off-the-shelf corrective and
preventative foot devices to a multitude of foot care practitioners
of various medical disciplines.
PAL Health Technologies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Ill. Case No. 17-81712) on Nov. 30,
2017. Kimberly S. Chaney, general manager, signed the petition.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of $1 million to $10 million.
Judge Thomas L. Perkins presides over the case.
The Debtor's attorney is Sumner A. Bourne, Esq., at Rafool, Bourne
& Shelby P.C., in Peoria, Illinois.
PELICAN REAL ESTATE: Trustee Taps Broad and Cassel as Counsel
-------------------------------------------------------------
Maria Yip, the liquidating trustee for Pelican Real Estate LLC,
seeks approval from the U.S. Bankruptcy Court for the Middle
District of Florida to hire Broad and Cassel LLP as her legal
counsel.
The firm will represent the liquidating trustee in matters related
to Today's Growth Consultant, Inc.
Broad and Cassel will be compensated on a contingency basis. The
firm will receive 35% of the gross proceeds received from (i)
claims against TGC and its affiliates and insiders, including those
arising out of various transactions of Smart Money Secured Income
Fund, LLC with TGC relating to websites; and (ii) the sale of any
such websites in connection with any resolution of the claims
against TGC.
The firm can be reached through:
Michael D. Lessne, Esq.
Broad and Cassel LLP
100 S.E. 3rd Avenue, Suite 2700
Fort Lauderdale, FL 33394
Phone: (954) 764-7060
Fax: (954) 761-8135
Email: mlessne@broadandcassel.com
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 February 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.
PETSMART INC: Moody's Cuts CFR to B2 on Weak Operating Performance
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Moody's Investors Service downgraded PetSmart, Inc.'s Corporate
Family Rating and Probability of Default Rating to B2 and B2-PD
from B1 and B1-PD respectively. Moody's also downgraded the rating
of its senior secured term loan and senior secured notes to B1 from
Ba3 and its senior unsecured notes to Caa1 from B3. The ratings
outlook remains negative.
"The downgrade reflects PetSmart's weak operating performance,
especially in its core retail business, which has been below
Moody's expectations and Moody's therefore do not expect its credit
metrics, already weakened by the recent Chewy acquisition, to
demonstrate any meaningful improvement in the next 12 months,"
Moody's Vice President Mickey Chadha stated. "Like most high growth
pure play online retailers Moody's estimate Chewy will remain
EBITDA negative for at least the next 12 months and Moody's
negative outlook reflects the uncertainty around PetSmart's ability
to reduce leverage to below 6.5 times considering the execution and
integration risks associated with the Chewy acquisition and the
increasingly competitive business environment", Chadha further
stated.
Downgrades:
Issuer: PetSmart, Inc.
-- Probability of Default Rating, Downgraded to B2-PD from B1-PD
-- Corporate Family Rating, Downgraded to B2 from B1
-- Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3)
from Ba3 (LGD3)
-- Senior Secured Regular Bond/Debenture, Downgraded to B1 (LGD3)
from Ba3 (LGD3)
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
(LGD5) from B3 (LGD5)
Outlook Actions:
Issuer: PetSmart, Inc.
-- Outlook, Remains Negative
RATINGS RATIONALE
PetSmart's B2 Corporate Family Rating reflects the company's weak
credit metrics with lease adjusted debt/EBITDA expected to be well
over 6.5 times with only modest deleveraging expected over the next
12 months and up from 5.4 times prior to the acquisition of Chewy.
Moody's still believes the acquisition of Chewy has the potential
of being transformative for PetSmart as it will exponentially
increase its online penetration which was previously very modest.
However, as Chewy continues to grow its topline aggressively and
incur increasing customer acquisition costs Moody's expect its
operating losses to increase. More importantly, the increasingly
competitive business environment particularly from e-commerce and
mass retailers has led to increased promotional activity which has
negatively impacted PetSmart's top line and margins. Moody's expect
this trend to continue in 2018.
The rating also reflects PetSmart's position as the largest
specialty retailer of pet food, supplies and services in the U.S.,
with a well-known brand and broad national footprint. The Chewy
acquisition also offers cost synergies in advertising, vendor
product costs and overhead. PetSmart's sizeable services offering
also provides a highly defensible market position. The pet products
industry in general remains relatively recession resilient, driven
by factors such as the replenishment nature of consumables and
services and increased pet ownership, driving the company's ability
to sustainably grow revenue, expand profitability, and generate
positive free cash flow. The rating is also supported by the
company's very good liquidity and expectation that excess free cash
flow to be used for debt reduction. The rating also reflects
concerns surrounding the private equity ownership which gives rise
to event risk surrounding shareholder-friendly financial policies.
The negative outlook reflects the uncertainty around the company's
ability to improve credit metrics in the next 12 months such that
debt/EBITDA is below 6.5 times. Ratings outlook could be stabilized
if the integration of Chewy proceeds as planned with the cost
synergies anticipated by management accompanied with debt reduction
and EBITDA expansion such that credit metrics demonstrate an
improving trend.
Given the negative ratings outlook an upgrade is not likely over
the near term. However, over time, sustained growth in revenue and
profitability while demonstrating conservative financial policies,
including the use of free cash flow for debt reduction, could lead
to a ratings upgrade. Quantitatively, ratings could be upgraded if
the company sustainably reduces debt/EBITDA to below 5.5 times and
if EBITA/interest expense is sustained above 1.75 times while
maintaining good overall liquidity.
PetSmart's ratings could be downgraded if same store sales trends
continue to deteriorate or if operating margins continue to erode,
indicating that the company's industry or competitive profile was
weakening. Ratings could also be lowered if the company's financial
policies were to become more aggressive, such as maintaining high
leverage due to shareholder-friendly activities. Quantitatively, a
ratings downgrade could occur if it appears that debt/EBITDA will
be sustained above 6.5 times or EBITA/interest will be sustained
below 1.25 times.
PetSmart, Inc. is the largest specialty retailer of supplies, food,
and services for household pets in the U.S. The company currently
operates close to 1,600 stores in the U.S. and Canada. Chewy is a
leading online retailer of pet food and products in the United
States. Founded in 2011 and headquartered in Dania Beach, Florida,
Chewy currently employs more than 6,000 people both in their home
office, Boston office and fulfillment centers in Pennsylvania,
Indiana, Texas and Nevada.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
PHASERX INC: U.S. Trustee Unable to Appoint Creditors' Committee
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The U.S. Trustee notified the U.S. Bankruptcy Court for the
District of Delaware that no official committee of unsecured
creditors has been appointed in the Chapter 11 case of PhaseRx,
Inc.
About PhaseRx, Inc.
Based in Seattle, Washington, PhaseRx -- http://phaserx.com--
operates as a biopharmaceutical company that develops a portfolio
of mRNA products to correct inherited, life-threatening liver
diseases in children. The company was founded by Robert W.
Overell, Ph.D. in 2006.
PhaseRx filed a Chapter 11 petition (Bankr. D. Del. Case No.
17-12890) on December 11, 2017. The petition was signed by Robert
W. Overell, Ph.D., president and CEO.
Judge Christopher S. Sontchi presides over the case. The Debtor is
represented by Christopher A. Ward, Esq. and Shanti M. Katona,
Esq., at Polsinelli PC as counsel.
As of September 30, 2017, the Debtor estimates $4.10 million in
assets and $5.60 million in liabilities.
Cowen and Company, LLC is the Debtor's investment banker. Donlin,
Recano & Company, Inc. stands as the Debtor's claims and noticing
agent.
PRIORITY HOLDINGS: S&P Affirms 'B' CCR Amid Term Loan Upsizing
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U.S. merchant acquirer Priority Holdings LLC (Priority) is raising
debt to buy back the remaining shares held by its prior controlling
owner, Comvest Partners, along with some other minority
shareholders. The transaction will result in pro forma adjusted
debt to EBITDA in the high-6x area at the close of the transaction
(for the 12 months ended Sept. 30, 2017).
S&P Global Ratings affirmed its 'B' corporate credit rating on
Alpharetta, Ga.-based Priority Holdings LLC. The outlook is stable.
S&P said, "At the same time, we affirmed our 'B' issue-level
rating, with a '3' recovery rating, on the company's first-lien
credit facility, comprising a $258 million first-lien term loan due
2023 and a $25 million revolver due 2022. The '3' recovery rating
reflects our expectation for substantial (50% to 70%; rounded
estimate: 60%) recovery in the event of a payment default.
"Our 'B' corporate credit rating on Priority reflects the company's
modest scale and market share in the competitive merchant acquiring
industry, and its highly leveraged financial risk profile.
"The stable outlook reflects our expectation that Priority will
continue to grow organic net revenues at least in the
mid-single-digit percentage range, with stable EBITDA margins, such
that leverage declines to the low-6x area by the end of 2018.
"We could lower the rating if weakened operating performance or
high merchant attrition results in EBITDA decline, or if the
company adopts a more aggressive financial policy, such that
adjusted leverage increases to over 7x, or if EBITDA cushion on the
net leverage covenant declines to below 10%.
"Considering the company's high leverage, modest market share, and
business and geographic concentration, a rating upgrade is unlikely
over the next 12 months. Over the longer term, however, we could
raise the rating if the company achieves greater market share and
leverage stays below 5x."
RANDOLPH AND RANDOLPH: Taps Newell & Holden as Legal Counsel
------------------------------------------------------------
Randolph and Randolph LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Alabama to hire Newell & Holden,
LLC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services related to its Chapter 11 case.
The firm's hourly rates are:
Herbert Newell III $300
Heath Holden $275
Paralegal/Law Clerk $90
Newell & Holden holds a $15,000 retainer.
Herbert Newell, III, Esq., disclosed in a court filing that no
member of his firm represents or holds any interest adverse to the
Debtor's estate.
The firm can be reached through:
Herbert M. Newell, III, Esq.
Newell & Holden, LLC
2117 Jack Warner Parkway, Suite 5
Tuscaloosa, AL 35401
Phone: (205) 343-0340
Email: hnewell@newell-law.com
About Randolph and Randolph LLC
Randolph and Randolph LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-72125) on December 8,
2017. Harold E. Randolph, its member, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$100,000.
REAL INDUSTRY: Taps Ernst & Young as Auditor & Tax Advisor
----------------------------------------------------------
Real Industry, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Ernst & Young LLP as its
auditor and tax advisor.
The firm will, among other things, provide audit services to Real
Industry and its affiliates; advise their personnel regarding tax
issues and options related to their Chapter 11 filing; provide
routine tax advice and assistance as requested by the Debtors;
prepare income tax returns; and perform interest rate benchmarking
analysis to determine an arm's length range of interest rates for
certain intercompany transactions for review by the Debtors.
The firm's hourly rates for core audit services are:
Partner $450
Principal $450
Executive Director $450
Senior Manager $375
Manager $300
Senior $225
Staff $150
Admin/Intern $70
The hourly rates for non-core audit services are:
Partner $750 - $850
Principal $750 - $850
Executive Director $750 - $850
Senior Manager $600 - $700
Manager $475 - $575
Senior $350 - $450
Staff $150 - $250
Admin/Intern $70 - $100
Meanwhile, the firm charges these hourly rates for tax-related
services:
Partner $750 - $950
Principal $750 - $950
Executive Director $750 - $950
Senior Manager $680 - $800
Manager $475 - $600
Senior $350 - $460
Staff $200 - $250
Admin/Intern $70 - $100
Gerald Rudowsky, a partner at Ernst & Young, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gerald Rudowsky
Ernst & Young LLP
950 Main Avenue, Suite 1800
Cleveland, OH 44113
Tel: (216) 861-5000
Fax: (216) 583-2013
About Real Industry Inc.
Real Industry, Inc. -- http://www.realindustryinc.com/-- is a
Delaware holding company that operates through its subsidiaries.
Its current business focus is supporting the performance of Real
Alloy, an aluminum recycling company and its single largest
operating business, and to make acquisitions of additional
operating companies. The company regularly considers acquisitions
of businesses that operate in undervalued industries, as well as
businesses that it believes are in transition or are otherwise
misunderstood by the marketplace. As a holding company, Real
Industry relies on the operations of its subsidiaries and external
financing sources for its liquidity needs.
Real Industry, Inc., and eight affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12464) on Nov. 17,
2017. The cases are pending before the Honorable Kevin J. Carey.
The Debtors tapped Morrison & Foerster LLP as legal counsel; Saul
Ewing Arnstein & Lehr LLP as co-counsel; Berkeley Research Group,
LLC as financial advisor; Jefferies LLC as investment banker; and
Prime Clerk as administrative advisor.
The Ad Hoc Noteholder Group whose members include DDJ Capital
Management, LLC, Osterweis Capital Management, HPS Investment
Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw
Credit Opportunity Master Fund L.P., hired Latham & Watkins LLP and
Young Conway Stargatt & Taylor LLP to represent it in the Chapter
11 bankruptcy cases of Real Industry, Inc., and its affiliates.
Andrew S. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors to serve on the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Real Industry, Inc., and its
debtor-affiliates. The Committee hired Duane Morris LLP, as
Delaware counsel, Brown Rudnick LLP, as co-counsel, Goldin
Associates, LLC, as financial advisor, Stifel Nicolaus & Co., Inc.,
as investment banker.
RMG ENTERPRISES: Wants to Enter Into Factoring Pact With IBS
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RMG Enterprises, Ltd., seek authorization from the U.S. Bankruptcy
Court for the Eastern District of Virginia to obtain postpetition
financing for its ongoing business operations and to enter into a
factoring agreement with Interstate Billing Service, Inc.
In filing this motion, the Debtor does not admit that IBS holds
valid, perfected or enforceable prepetition lien(s) and security
interest(s) in and to the Prepetition Collateral hereafter
identified, and the Debtor does not waive the right to contest the
validity, perfection, enforceability, or priority of the
Respondent's alleged prepetition lien(s) and security interest(s)
in and to the Property. The Debtor and its principal, Patrick F.
Smith, are prepared to continue the terms of the present "Recourse
Client Accounts Receivable Financing Agreement" with IBS if the
Court grants its approval to the Debtor's DIP Financing Motion.
Prior to the filing of the voluntary petition for relief, the
Debtor and IBS had been parties to a Recourse Client Accounts
Receivable Financing Agreement for several years prior to the
filing of the petition for relief. IBS stopped funding the Debtor
and placed all collections it received after Dec. 27, 2017, in a
suspense account.
The Debtor has filed, contemporaneously herewith, its motion for
authority to use cash collateral and grant replacement liens which
show that the Debtor's other secured claims, excluding the claims
owed to IBS, (which represents a percentage of its receivables and
changes daily in the ordinary course of the Debtor's business), and
the claim of the IRS which is subject to lien, total approximately
$694,027.42, plus interest, costs and attorney fees.
The Debtor requires approximately $207,118 for working capital each
month. The Debtor anticipates secured creditor payments and other
expenses incurred in the ordinary course of the Debtor's business,
as well as professional fees approved by the Court, and fees to the
U.S. Trustee.
In the event that the Court does not authorize the Debtor's DIP
financing, the Debtor believes that it will be unable to maintain
its current business operations and propose a plan of
reorganization as contemplated by the Bankruptcy Code. Without the
use of DIP Financing, the Debtor will be seriously and irreparably
harmed, resulting in significant losses to the Debtor's estate and
its creditors.
An immediate and critical need exists for the Debtor to obtain
additional funds to continue the operation of the business.
Without the funds, the Debtor and its estate will suffer immediate
and irreparable harm. Without such funds, the Debtor will not be
able to pay payroll, fuel and other operating expenses needed to
carry on its business. The Debtor's ability to finance its
operation and the availability to it of sufficient working capital
and liquidity through the use of cash collateral and the incurrence
of postpetition financing is vital to the confidence of the
Debtor's suppliers of goods and services, insurance carriers, to
its customers and employees and to the preservation and maintenance
of the going concern value of the Debtor's business. The Debtor
has demonstrated that no financing is available to it on terms more
favorable to the terms offered by IBS. IBS is willing, subject to
court approval, to extend a factoring arrangement.
As security for the Recourse Client Accounts Receivable Financing
Agreement, IBS is granted valid, first priority, binding
enforceable and perfected security interests in and liens on, and
administrative priority in: (i) all of the Debtor's right, title
and interest in and to all post-petition now owned or hereafter
acquired accounts, and (ii) all proceeds of the foregoing and all
collateral as defined in the Recourse Client Accounts Receivable
Financing Agreement, all books, records, files and computer data
relating to the foregoing, and all proceeds.
At the present time, it is imperative that the Debtor obtain
authority from the Court for its postpetition financing, factoring
agreement and security agreement.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/vaeb17-36349-7.pdf
About RMG Enterprises
Headquartered in Fredericksburg, Virginia, RGM Enterprises, Ltd.,
t/a Commonwealth Carrier -- http://commonwealthcarrier.net/--
provides time-sensitive transposition, merging, and transshipment
services; specialized handling of fragile materials; handling,
reporting, and inventory of products; customized transportation of
unique products; reload, storage, inventory and distribution of
rail delivered products; and a unique 24/7/365 emergency service
for its small client base. The company's 4.5-acre Fredericksburg,
Virginia complex has a 55,000 sq. ft. warehouse with an acre of
dedicated paved and lighted yard. RGM has been providing "Uncommon
Services" since 1973.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Va. Case No. 17-36349) on Dec. 27, 2017, listing $622,087 in total
assets as of Nov. 30, 2017, and $1.37 million, in total liabilities
as of Nov. 30, 2017. Patrick F. Smith, president, signed the
petition. Robert Easterling, Esq., at Robert B. Easterling,
Attorney, serves as the Debtor's bankruptcy counsel.
ROBERT WINZINGER: Court Okays Premium Finance Pact With BankDirect
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The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey has approved Robert T. Winzinger, Inc.'s
commercial insurance premium finance and security agreement with
BankDirect Capital Finance, a division of Texas Capital Bank.
The Debtor and/or non-debtor affiliate Winzinger, Inc., is
authorized and directed to timely make all payments due under the
Loan Agreement and BankDirect is authorized to receive and apply
such payments to the indebtedness owed by Debtor and/or WI to
BankDirect as provided in the Loan Agreement.
If a payment default occurs under the Loan Agreement and is not
cured within ten days after written notice to the Debtor, WI, the
US Trustee, Investors Bank and Mack Financial, the automatic stay
shall automatically lift to enable BankDirect and/or third parties,
including insurance companies providing the protection under the
Policies, to take all steps necessary and appropriate to cancel the
Policies, collect the unearned premiums on the insurance policies
and apply the unearned premiums to the indebtedness owed to
BankDirect by the Debtor and WI.
Upon any default under the Loan Agreement, the sole remedy of
BankDirect against the Debtor (and without prejudice to any and all
rights and remedies against WI) will be cancellation of the
insurance policies whose premiums are financed by the Loan
Agreement and application of the refunded unearned premiums against
the liability then owing by the Debtor to BankDirect. BankDirect
will not be entitled to any administrative expense claim or
payment.
As between the Debtor and WI, the Debtor is only liable and
responsible for payment of $60,000 (subject to adjustment as
reflected in a cash collateral budget as may be approved by Order
of the Court for the 3-month period beginning Jan. 7, 2018) of
annual premiums for insurance jointly obtained by the Debtor and
WI.
A copy of the Order is available at:
http://bankrupt.com/misc/njb17-25972-137.pdf
About Robert T. Winzinger, Inc.
Founded in 1960, Robert T. Winzinger, Inc. -- http://winzinger.com/
-- is a full-service contractor for roads, excavation, land
development and demolition, utility and marine construction, and
recycling technologies. Winzinger is certified as a W.B.E. with
the N.J. Dept. of Treasury - Division of Property Management &
Construction; Licensed Contractor with City of Philadelphia; Small
Business Enterprise with the City of Philadelphia; Small Business
Enterprise with the State of New Jersey; Public Works Contractor
with the State of New Jersey; Home Improvement Contractor with the
State of New Jersey Division of Consumer Affairs; and Maintains a
Certificate of Employee Report with the State of New Jersey.
Robert T. Winzinger, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 17-25972) on Aug. 7, 2017. The petition was signed
by Audrey Winzinger, vice president, secretary, and treasurer. At
the time of filing, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.
The Hon. Kathryn C. Ferguson is the case judge.
The Debtor is represented by David A. Kasen, Esq., at Kasen &
Kasen.
RXI PHARMACEUTICALS: Will Effect 1-for-10 Reverse Stock Split
-------------------------------------------------------------
RXi Pharmaceuticals Corporation announced a reverse stock split of
its shares of common stock at a ratio of 1-for-10. The reverse
stock split will become effective at 12:01 a.m. Eastern Time on
Jan. 8, 2018, and shares of RXi Pharmaceuticals common stock will
trade on a post-split basis on the Nasdaq Capital Market under the
Company's existing trading symbol, "RXII," at the market open on
Jan. 8, 2018. The new CUSIP number for the Company's common stock
following the reverse stock split will be 74979C808. In addition,
pursuant to their terms, a proportionate adjustment will be made to
the per share exercise prices and number of shares issuable under
all of the Company's outstanding stock options and warrants to
purchase shares of common stock. This includes adjustments made to
the warrants that are currently trading on the Nasdaq Capital
Market under the Company's trading symbol, "RXIIW". These warrants
will trade on a post-split basis under the same trading symbol at
the market open on Jan. 8, 2018 and have a new CUSIP number -
74979C121.
As previously reported, RXi Pharmaceuticals currently has until
Jan. 29, 2018 to regain compliance with the Nasdaq Stock Market's
minimum bid price requirement, and, to regain compliance, RXi
Pharmaceuticals common stock must have a minimum bid price per
share of at least $1.00 for 10 consecutive business days. The
principal reason for the reverse stock split is to increase the per
share trading price of the Company's common stock in order to help
ensure a share price high enough to satisfy the $1.00 per share
minimum bid price requirement. However, there can be no assurance
that the reverse stock split will have the desired effect of
sufficiently raising the bid price of RXi Pharmaceuticals common
stock for the required period.
"The Board and Management of RXi Pharmaceuticals have carefully
evaluated the positive and negative aspects that are associated
with a reverse split, and in recent months several unsolicited
comments on that topic have been received from individual
shareholders as well as investment funds and investment bankers,"
said Dr. Geert Cauwenbergh, president and CEO of RXi
Pharmaceuticals, adding that, "After taking all these comments in
favor of or against a reverse split into account, the Board and the
Management came to the conclusion that the best path forward is to
implement a reverse split at a 1-for-10 ratio. Among the many
arguments that were considered, the three most important are (1)
that a listing on a national exchange has the potential to provide
for additional value in any discussions regarding potential
business development opportunities and strategic transactions; (2)
that more long-term oriented biotech funds may consider a share
price of several dollars as a requirement to consider an investment
in a small biotech company; and (3) that a reverse split and the
corresponding higher share price has the potential to create an
environment that fosters lower share price volatility, on the basis
of which shares can better appreciate in value as a result of
positive news."
The reverse stock split was approved by RXi Pharmaceuticals'
stockholders at the Company's annual stockholder meeting held on
June 6, 2017 and the Board of Directors was authorized to implement
the reverse stock split and determine the ratio of the split within
a range of not less than 1-for-2 or greater than 1-for-40.
Thereafter, the Board of Directors determined to fix the ratio for
the reverse stock split at 1-for-10.
At the effective time of the reverse stock split, every 10 shares
of RXi Pharmaceuticals common stock will be combined into one share
of RXi Pharmaceuticals common stock. This will reduce the
Company's issued and outstanding common stock from approximately
24.3 million shares to approximately 2.4 million shares. The
reverse stock split will also proportionately adjust outstanding
options issued under the Company's equity incentive plan and
outstanding warrants to purchase common stock, including listed
warrants trading on the Nasdaq Capital Market.
No fractional shares of common stock will be issued as a result of
the reverse stock split and instead holders of RXi Pharmaceuticals
common stock will receive a cash payment in lieu of fractional
shares to which they would otherwise be entitled. After the
effective time of the reverse stock split, shareholders with shares
held in certificate form will receive a Letter of Transmittal and
instructions from RXi Pharmaceuticals' transfer agent,
Computershare, Inc. Shareholders that hold shares in book-entry
form or hold their shares in brokerage accounts are not required to
take any action and will see the impact of the reverse stock split
reflected in their accounts. Beneficial holders of RXi
Pharmaceuticals common stock are encouraged to contact their bank,
broker, custodian or other nominee with questions regarding
procedures for processing the reverse stock split.
About RXi
Headquartered in Marlborough, Massachusetts, RXi Pharmaceuticals
Corporation (NASDAQ: RXII) -- http://www.rxipharma.com-- is a
clinical-stage company developing innovative therapeutics that
address significant unmet medical needs. Building on the
pioneering discovery of RNAi, scientists at RXi have harnessed the
naturally occurring RNAi process which can be used to "silence" or
down-regulate the expression of a specific gene that may be
overexpressed in a disease condition. RXi developed a robust RNAi
therapeutic platform including self-delivering RNA (sd-rxRNA)
compounds, that have the ability to selectively block the
expression of any target in the genome, thus providing
applicability to many therapeutic areas. The Company's current
programs include dermatology, ophthalmology and cell-based cancer
immunotherapy. RXi's extensive patent portfolio provides for
multiple product and business development opportunities across a
broad spectrum of therapeutic areas and the Company actively
pursues research collaborations, partnering and out-licensing
opportunities with academia and pharmaceutical companies.
RXi reported a net loss applicable to common stockholders of $11.06
million for the year ended Dec. 31, 2016, a net loss applicable to
common stockholders of $10.43 million for the year ended Dec. 31,
2015, and a net loss applicable to common stockholders of $12.93
million for the year ended Dec. 31, 2014. As of Sept. 30, 2017,
RXi had $6.03 million in total assets, $2.60 million in total
liabilities, all current, and $3.43 million in total stockholders'
equity.
"The Company has limited cash resources, certain limitations under
the purchase agreement with Lincoln Park Capital Fund, LLC ("LPC")
and has expended substantial funds on the research and development
of our product candidates and funding general operations. As a
result, we have reported recurring losses from operations since
inception and expect that we will continue to have negative cash
flows from our operations for the foreseeable future. Historically,
the Company's primary source of financing has been the sale of its
securities. Our ability to continue to fund our operations is
dependent on the amount of cash on hand and our ability to raise
additional capital through, but not limited to, equity or debt
offerings or strategic opportunities. This is dependent on a
number of factors, including the market demand or liquidity of our
common stock. There can be no assurance that the Company will be
successful in accomplishing these plans. As a result, we have
concluded that there is substantial doubt regarding our ability to
continue as a going concern for at least one year. If we fail to
obtain additional funding when needed, we would be forced to scale
back or terminate our operations or to seek to merge with or to be
acquired by another company. These financial statements do not
include any adjustments to, or classification of, recorded asset
amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern," the
Company said in its quarterly report for the period ended Sept. 30,
2017.
SARBACANE BIDCO: Moody's Assigns B2 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned to Sarbacane Bidco, Inc. a B2
Corporate Family Rating (CFR), B2-PD Probability of Default Rating,
and a B1 rating to new first-lien credit facilities consisting of a
$50 million revolving credit facility and a $572.5 million senior
secured first-lien term loan. The ratings outlook is stable.
Proceeds from the proposed debt issuance, a second lien term loan
(unrated), and approximately $399 million of equity will be used to
finance the acquisition of testing and assessment service provider
Prometric, Inc. by BPEA.
Assignments:
Issuer: Prometric, Inc.
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Senior Secured Bank Credit Facility, Assigned B1 (LGD3)
-- Outlook, Assigned Stable
RATINGS RATIONALE
The B2 CFR reflects Prometric's high initial leverage, recent
revenue declines due to substantially exited service lines, and
historic underinvestment in growth initiatives. Pro forma for the
close of the acquisition, Prometric's debt to EBITDA as of the
fiscal year ended September 30, 2017, will be about 6.6x (adjusted
for certain one-time expenses and treating capitalized software as
an expense) but is expected to decline to approximately 6.0 times
over the next 12-18 months. The rating is supported by Prometric's
favorable cash flow characteristics driven by EBITDA margins in the
mid 30 percent range, its leading position as a provider of testing
and assessment services with a global footprint, deep customer
relationships and very high revenue retention rates. Prometric
signs contracts with customers with a typical tenor of 3-5 years,
which provides strong visibility into future cash flow generation.
Moody's forecasts free cash flow to debt in the low to mid 5
percent range over the next 12-18 months. The company however has
exited certain service lines and has a limited track record of
organic revenue growth.
The stable ratings outlook is based on Moody's expectation that
over the next 12-18 months, Prometric will generate free cash flow
in the low to mid 5 percent range and will begin to grow revenue
and EBITDA organically.
Moody's could upgrade Prometric if the company generates high
single digit growth such that debt to EBITDA is sustained below 4.5
times and free cash flow to debt approaches 10 percent. Moody's
could downgrade Prometric if debt to EBITDA exceeds 6.5 times on
other than a temporary basis, or if execution challenges,
competitive or pricing pressures, or loss of a key customer result
in revenue erosion or liquidity deterioration.
Prometric has good liquidity, supported by an expected $25 million
cash balance at the close of the acquisition, annual free cash flow
generation in excess of $40 million over the next 12-18 months, and
access to a committed $50 million revolving credit facility. The
company is not expected to maintain an outstanding balance on its
revolver over the next 12-18 months.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Prometric, Inc., headquartered in Baltimore, Maryland, is a leading
provider of testing and assessment services to educational testing
providers, associations, and corporations globally. Prometric
generated revenues of approximately $340 million in the fiscal year
ended September 30, 2017. Upon closing of the acquisition, the
company will be owned by BPEA.
SEADRILL LTD: Plan Hearing Moved After Bondholders Post $100M
-------------------------------------------------------------
The Jan. 10, 2018 hearing to consider approval of the disclosure
statement explaining Seadrill Limited's Chapter 11 plan has been
deferred to Feb. 1, 2018, at 9:00 a.m., prevailing Central Time.
Additionally, the Disclosure Statement Objection Deadline for the
Ad Hoc Group of Noteholders, Barclays Plc, and the Official
Committee of Unsecured Creditors was further extended to January
25, 2018, at 5:00 p.m., prevailing Central Time.
The postponement comes following reports that owners of unsecured
bonds in Seadrill have posted a cash deposit to back an alternative
restructuring for Seadrill. Reuters reports that the cash deposit
amounted to almost $100 million.
When Seadrill sought bankruptcy protection in September, its owner,
Norwegian shipping magnate John Fredriksen, presented a $1.06
billion restructuring plan with Centerbridge Partners L.P. and a
group of hedge funds. The Plan, which was backed by more than 97%
of its bank lenders, 40% of its bondholders and a consortium of
investors led Hemen Holding Ltd., provides Seadrill with a $1.06
billion capital investment in the form of $200 million direct
equity investment and a $860 million issuance of new secured notes.
The Plan restructures $8 billion of debt through a maturity
extension of the Company's bank facilities by an average of five
years, and the equitization of the Debtors' $2.3 billion in
unsecured bond obligations. The Company was targeting a January
approval of the Disclosure Statement and a Plan confirmation
hearing in March.
The Company, however, has received an alternative restructuring
proposal from an ad hoc group of unsecured bondholders, and another
one from Barclays, which also holds Seadrill's bonds.
The postponement of the preliminary hearing on Fredriksen's plan
will allow the parties to engage in talks.
The Ad Hoc Group of Unsecured Noteholders comprises about 40
investors from the United States, Europe and Asia, and funds
managed by Nordic asset manager DNB Asset Management, Nine Masts
Capital Ltd of Hong Kong, and U.S. hedge funds such as Phoenix
Investment Adviser LLC.
Ian E. Roberts, and C. Luckey McDowell, at BAKER BOTTS LLP and
Kristopher M. Hansen, Erez E. Gilad, and Jonathan D. Canfield, at
STROOCK & STROOCK & LAVAN LLP, represent the Ad Hoc Group of
Unsecured Noteholders.
About Seadrill Ltd
Seadrill Limited is a deepwater drilling contractor providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employed 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 United States 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, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served as
co-financial advisor during the negotiation of the restructuring
agreement. Advokatfirmaet Thommessen AS is serving as Norwegian
counsel. Conyers Dill & Pearman is serving as Bermuda counsel.
Prime Clerk serves as claims agent.
The United States Trustee for Region 7 formed an official committee
of unsecured creditors with seven members: (i) Computershare Trust
Company, N.A.; (ii) Daewoo Shipbuilding & Marine Engineering Co.,
Ltd.; (iii) Deutsche Bank Trust Company Americas; (iv) Louisiana
Machinery Co., LLC; (v) Nordic Trustee AS; (vi) Pentagon Freight
Services, Inc.; and (vii) Samsung Heavy Industries Co., Ltd.
Kramer Levin Naftalis & Frankel LLP is serving as lead counsel to
the Committee. Cole Schotz P.C. is local and conflicts counsel to
the Committee. Zuill & Co (in exclusive association with Harney
Westwood & Riegels) is serving as Bermuda counsel. London-based
Quinn Emanuel Urquhart & Sullivan, UK LLP, is serving as English
counsel. Parella Weinberg Partners LLP is the investment banker to
the Committee. FTI Consulting Inc. is the financial advisor.
SEARS HOLDINGS: Closing 64 Kmart and 39 Sears Stores
----------------------------------------------------
Sears Holdings Corp. is closing around 100 more Kmart stores and
Sears in March and April this year.
Sears Holdings disclosed that it continues its strategic assessment
of the productivity of its Kmart and Sears store base and will
continue to right size its store footprint in number and size.
"In the process, as previously announced we will continue to close
some unprofitable stores as we transform our business model so that
our physical store footprint and our digital capabilities match the
needs and preferences of our members," Sears said in a Jan. 4
statement.
Sears said that on Jan. 4, 2018, it informed associates at 64 Kmart
stores and 39 Sears stores that it will be closing these stores
between early March and early April 2018. Liquidation sales will
begin as early as Jan. 12 at these closing stores.
Eligible associates impacted by these store closures will receive
severance and will have the opportunity to apply for open positions
at area Kmart or Sears stores. Customers can use the store locator
function the web sites to find the location of their nearest Kmart
and Sears stores.
A complete list of the impacted stores is as follows:
FORMAT STREET ADDRESS CITY STATE STORE CLOSING
------ -------------- ---------- -------------
Kmart 1 Kmart Plaza/State Hy 89 Cabot AR Early April
Kmart 8701 West Mc Dowell Tolleson AZ Early April
Kmart 750 West Deuce Of Clubs Show Low AZ Early April
Kmart 301 Gardner Field Road Taft CA Early April
Kmart 8017 South Atlantic Avenue Cudahy CA Mid‐March
Kmart 1670 East 4Th Street Ontario CA Early April
Kmart 1570 W Branch Street Arroyo Grande CA Early April
Kmart 2685 Hilltop Drive Redding CA Early April
Kmart 3020 N Nevada Street Col. Springs CO Early April
Kmart 1002 East Hwy 50 Clermont FL Early March
Kmart 10301 S E Us Hwy 441 Belleview FL Early April
Kmart 3711 E Silver Spring Blvd Ocala FL Early April
Kmart 430 Northside Drive East Statesboro GA Early April
Kmart 2525 Dawson Road Albany GA Early April
Kmart 950 Sunset Blvd Jesup GA Early April
Kmart 2501 N Broadway Street Red Oak IA Early April
Kmart 7501 Hickman Road Urbandale IA Early April
Kmart Route 149 West West Frankfort IL Early April
Kmart 3404 Broadway Street Mt. Vernon IL Early April
Kmart 1321 Sandy Hollow Road Rockford IL Early April
Kmart 5101 E Thompson Road Indianapolis IN Early April
Kmart 3175 West 3Rd Street Bloomington IN Early April
Kmart 4830 S Broadway Street Wichita KS Early April
Kmart 2440 Lone Oak Road Paducah KY Early April
Kmart 3555 Highway 190 Mandeville LA Early April
Kmart 1647 Crofton Centre Crofton MD Early April
Kmart 301 Tilghman Road Salisbury MD Early April
Kmart 67300 Main Street Richmond MI Early April
Kmart 205 S. Greenville W Drive Greenville MI Early April
Kmart 1700 Cedar Street Helena MT Early April
Kmart 3300 Harrison Avenue Butte MT Early April
Kmart 706 E Dixon Blvd Shelby NC Early April
Kmart 2515 Horner Blvd Sanford NC Early April
Kmart 395 Westgate Plaza Road Franklin NC Early April
Kmart 175 Freedom Way Midway Park NC Early April
Kmart 815 East Innes Street Salisbury NC Early April
Kmart 701 5Th Avenue Se Devils Lake ND Early April
Kmart Milton Road Rochester NH Early April
Kmart 1235 S 2Nd Street Raton NM Early April
Kmart 2100 E Tucumcari Blvd Tucumcari NM Early April
Kmart 4500 North Rancho Drive Las Vegas NV Early April
Kmart 2671 LV Blvd N North Las Vegas NV Early April
Kmart 57 Centre Drive Plattsburgh NY Early April
Kmart 2100 Niles Cortland Road Se Warren OH Early April
Kmart 4010 W Owen Garriott Road Enid OK Early April
Kmart 1025 Washington Pike Bridgeville PA Early April
Kmart 2900 N Elmira Street Sayre PA Early April
Kmart 463 N Enola Rts 11 & 15 Enola PA Early April
Kmart 5050 Jonestown Road Harrisburg PA Early April
Kmart 5 Laurel Mall Hazleton Towns PA Early April
Kmart 1874 North Twp Blvd Pittston PA Early April
Kmart 2235 East State Street Hermitage PA Early April
Kmart 3301 Aramingo Avenue Philadelphia PA Early April
Kmart 491 Allegheny Blvd Franklin PA Early April
Kmart 650 Old Willow Avenue Honesdale PA Early April
Kmart 190 Cumberland Square Crossville TN Early April
Kmart 230 Longhollow Pike Goodlettsville TN Early April
Kmart 1317 Tusculum Blvd Greeneville TN Early April
Kmart 1400 Wildcat Drive Portland TX Early April
Kmart 2 Diamond Run Mall Rutland VT Early April
Kmart 1201 N W Louisiana Chehalis WA Early April
Kmart 5636 U S Route 60 E Huntington WV Early April
Kmart 102 Emily Drive Clarksburg WV Early April
Kmart 1477 Maccorkle Avenue St Albans WV Early April
Sears** 700 E Northern Lights Blvd Anchorage AK Early April
Sears** 1679 W Lacey Blvd Hanford CA Early April
Sears** 24137 Valencia Blvd Santa Clarita CA Mid-March
Sears 9000 Northgate Mall San Rafael CA Early April
Sears 100 Brea Mall Brea CA Early April
Sears** 100 Westminster Mall 5540 Westminster CA Early April
Sears Winfield Blvd San Jose CA Mid‐March
Sears 3240 Kirkwood Hwy Wilmington DE Early April
Sears** 5900 West Glades Road 2930 Boca Raton FL Early April
Sears** Watson Blvd Centerville GA Early April
Sears+ 2060 Crossroads Blvd. Waterloo IA Early April
Sears** 200 W Hanley Ave Coeur D Alene ID Early April
Sears+ 1543 Poleline Road E Twin Falls ID Early April
Sears** Orland Square Mall Orland Park IL Early April
Sears+ 1602 State Road 50 Bourbonnais IL Early April
Sears 3000 W Deyoung Street Marion IL Early April
Sears** 1100 S Green River Road Evansville IN Early April
Sears** 1100 Middlesex Turnpike Burlington MA Early April
Sears** 693 Stillwater Avenue Bangor ME Early April
Sears 2700 State Street Bismarck ND Early April
Sears** 1201 Hooper Avenue Toms River NJ Early April
Sears** 195 N Broadway Hicksville NY Early April
Sears+ 1300 Ulster Avenue Kingston NY Early April
Sears 6000 Glenway Avenue Cincinnati OH Early April
Sears+ 3030 Gateway Street Springfield OR Early April
Sears 1260 Lloyd Center Portland OR Early April
Sears** 1008 Ross Park Mall Drive Pittsburgh PA Early April
Sears 7300 Bustleton Avenue Philadelphia PA Early April
Sears** 1155 Carlisle Street Hanover PA Early April
Sears 2200 N Maple Avenue Rapid City SD Early April
Sears** 1000 Hwy #6 Houston TX Early April
Sears* 4511 North Midkiff Road Midland TX Early April
Sears** 12625 N I-H 35 Austin TX Early April
Sears 1000 Newgate Mall Ogden UT Early April
Sears 15711 Aurora Avenue N Shoreline WA Early April
Sears 1701 S Commons Street Federal Way WA Early April
Sears 121 Ne Hampe Way Chehalis WA Early April
Sears+ 1555 Green Bay Plaza Green Bay WI Early April
Sears Brookfield Square Brookfield WI Mid‐March
Sears Auto Center closing
* Early January 2018
** Late January 2018
+ Late February 2018
As of Oct. 28, 2017, the Company had 1,104 full-line and specialty
retail stores in the United States, operating through Kmart and
Sears. In fiscal year 2017, the Company closed approximately 330
stores.
About Sears Holdings
Based in Hoffman Estates, Illinois, 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 its members. Sears Holdings is home
to Shop Your Way, 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 full-line and specialty retail stores
across the United States.
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 Oct. 28, 2017, Sears Holdings had $8.19 billion in total
assets, $12.20 billion in total liabilities and a total deficit of
$4 billion.
* * *
In January 2017, Fitch Ratings affirmed the Long-term Issuer
Default Ratings on Sears Holdings and its various subsidiary
entities at 'CC'.
In November 2017, S&P Global Ratings lowered its corporate credit
rating on Sears Holdings to 'CCC' from 'CCC+'. The outlook is
negative. "The downgrade reflects our view that addressing 2018
maturities over upcoming quarters will determine if the company can
continue its turnaround plan without seeking a broader
restructuring," S&P said.
In November 2017, Moody's Investors Service downgraded Sears
Holdings Corp.'s Corporate Family Rating to 'Caa3' from 'Caa2'.
Sears' Caa3 rating reflects the company's sizable operating losses
- Domestic Adjusted EBITDA was an estimated loss of approximately
$625 million for the LTM period ending Oct. 28, 2017.
SEASTAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: SeaStar Holdings, Inc.
World Plaza Building, 9th Floor
268 Munoz Rivera Avenue
San Juan, PR 00918
Type of Business: SeaStar Holdings, Inc. d/b/a Seaborn Airlines,
is a U.S. Certified Air Carrier operating under
Part 121 of the Federal Aviation Regulations and
has been operating for more than 25 years. The
Company's fleet consists of seven 34-seat Saab
3408Bs and one 15-seat Twin Otter Seaplane.
Prior to the 2017 hurricanes, the Company
operated 1,700 monthly flights to 12 Caribbean
destinations transporting approximately 300,000
passengers each year. As of the Petition Date,
SeaStar has 194 full-time employees and 68 part-
time employees. The Company is headquartered in
San Juan, Puerto Rico.
Chapter 11 Petition Date: January 8, 2018
Affiliates that simultaneously filed Chapter 11 petitions:
Debtor Case No.
------ --------
SeaStar Holdings, Inc. 18-10039
Seaborne Virgin Islands, Inc 18-10040
Seaborne Puerto Rico, LLC 18-10041
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Christopher S. Sontchi
Debtors' Counsel: Adam G. Landis, Esq.
Kerri K. Mumford, Esq.
Travis J. Ferguson, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, DE 19801
Tel: 302-467-4400
Fax: 302-467-4450
E-mail: landis@lrclaw.com
mumford@lrclaw.com
ferguson@lrclaw.com
Debtors'
Restructuring
Advisor: SONORAN CAPITAL ADVISORS LLC
Debtors'
Special
Regulatory
Counsel: STINSON LEONARD STREET LLP
Debtors'
Investment
Banker: SEABURY CORPORATE ADVISORS LLC
Debtors'
Claims/
Noticing
Agent: RUST CONSULTING/OMNI BANKRUPTCY
Web site: https://is.gd/V163I6
SeaStar Holdings'
Estimated Assets: $1 million to $10 million
SeaStar Holdings'
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Matthew Foster, chief restructuring
officer.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/deb18-10039.pdf
http://bankrupt.com/misc/deb18-10040.pdf
http://bankrupt.com/misc/deb18-10041.pdf
Debtors' List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
U.S. Department of Treasury Taxes and Fees $1,382,724
FMS Debt Management Services
PO Box 979101
Saint Louis, MO
63197-9000
Attn: FMS Debt Management
Services
Tel: (202)622-2000
Fax: (202)622-6415
GE Aviation Engine Service Trade Debt $1,372,391
GE Aircraft Engines
12845 Kenan Drive
Building 400
Jacksonville, FL 32258
Attn: Gregory Ryan
Tel: 954-292-5312
Email: GregJames.Ryan@ge.com
Virgin Islands Port Authority Taxes and Fees $953,038
PO Box 30107
St Thomas, VI
00803-1707
Attn: Nycole Thompson, Esq.
Tel: (340) 774-1629 ext. 6605
Fax: (340) 774-0025
Email: nthompson@viport.com
Aerostar Airport Holdings, LLC Rent $638,855
PO Box 38085
San Juan, PR 00937-1085
Attn: Varlin Vissepo, Esq.
Tel: (787) 289-7240
Fax: (787) 289-7241
Email: varlin.vissepo@aerostarairports.com
U.S. Customs and Immigration Taxes and Fees $608,005
6650 Telecom Drive
Indianapolis, IN 46278
Attn: Revenue Division
Tel: 1-800-877-8339
Fax: (202) 325-4290
Transportation Security Taxes and Fees $552,538
Administration
PO Box 530262
Atlanta, GA
30353-0262
Attn: Pamela Pak McMenamin
Tel: (571) 227-3046
Fax: (571) 227-2904
Email: Pamela.McMenamin@tsa.dhs.gov
Jetstream Aviation Capital, LLC Trade Debt $481,857
Tel: (305) 447-1920
Fax: (305) 447-1919
Animal Plant & Health Inspection Taxes and Fees $350,645
Service
U.S. Department of Agriculture
1400 Independence
Avenue S.W.
Washington, DC 20250
Attn: Laura Penner
Tel: (612) 336-3383
Fax: (612) 336-3563
Email: laura.a.penner@aphis.usda.gov
C&L Aerospace Trade Debt $340,090
40 Wyoming Avenue
Bangor, ME 04401
Attn: Martin Cooper
Tel: (207) 217-6050
Fax: (207) 945-0992
Email: martin.c.@cla.aero
McConnell Valdes LLC Trade Debt $310,594
PO Box 364225
San Juan, PR
00936-4225
Attn: Harry Cook, Esq.
Tel: (787) 759-9292
Fax: (787) 759-9225
Email: hoc@mcvpr.com
World Fuel Services, Inc. Trade Debt $257,624
9800 N.W. 41st Street
Suite 400
Doral, FL 33178
Attn: Andres Roque
Tel: (305) 428-8000
Fax: (305) 392-5621
Email: aroque@wfscorp.com
Paradise Lending, LLC Trade Debt $214,261
Email: lmbuse@yahoo.com
Puerto Rico Infrastructure Trade Debt $202,430
Financing Authority
Email: leonardo.torres@afi.pr.gov
Aviation Civile - AGA/AGO Trade Debt $196,354
Email: catherine.bertrand@
aviation-civile.gouv.fr
Aviation Inventory Resources Leases $186,820
Worthington Aviation MTX $174,254
Ultimate Aircraft Solutions, LLC Trade Debt $148,530
Airport Aviation Services, Corp. Fraud $135,839
Email: jalgarin@mgicaribe.com
Antigua & Barbuda Trade Debt $124,725
International Airport
Email: gh.george@abairport
authority.com
VIPA PFC'S Taxes and Fees $113,290
Email: nthompson@viport.com
SEASTAR HOLDINGS: Files for Chapter 11 to Sell to Silver Airways
----------------------------------------------------------------
SeaStar Holdings, Inc., owner of Caribbean carrier Seaborn
Airlines, has sought Chapter 11 protection with plans to sell the
business to an affiliate of Versa Capital for a credit bid of $5
million and $100,000 in cash, absent higher and better offers in a
court-supervised auction.
As part of an effort to gain control of SeaStar, Versa has
purchased majority of SHI's outstanding equity from previous owner
Montecito New York, LLC. Versa also acquired all rights and
interest in the prepetition senior secured loan agreement, as well
as the interests in five of seven aircraft lease agreements.
Versa intends to merge SeaStar with a complimentary Versa portfolio
company -- Silver Airways, which is headquartered in Florida and
offers flights within Florida and to the Bahamas, exclusively using
Saab aircraft fleet.
SeaStar's fleet consists of seven 34-seat Saab 3408Bs and one
15-seat Twin Otter Seaplane. Prior to the 2017 hurricanes, the
Company operated approximately 1,700 monthly flights to 12
Caribbean destinations transporting approximately 300,000
passengers each year.
As of the Petition Date, the Company has 194 full-time employees
and 68 part-time employees.
Prepetition Capital Structure
The Company is party to an Amended and Restated Loan Agreement
dated Sept. 15, 2017, pursuant to which the Debtors owe Versa's
Volant SVI Funding, LLC, the amount of $6,004,815, secured by liens
in substantially all of the Company's assets.
The Debtors also owe $5,542,566 under a secured promissory note
with Versa's Volant Leasing, security all of the obligations under
five Saab leases.
As of the Petition Date, the Company estimates that its unsecured
debt aggregates approximately $11.2 million, consisting of trade
debt, airline lease and maintenance obligations and governmental or
regulatory obligations.
SHI has 16 common equity holders and 1 preferred equity holder. As
set forth above, Versa's Volant SVI, Inc., holds 80% of SHI's
common stock and all of its preferred stock.
Road to Bankruptcy
Matthew Foster, chief restructuring officer of SHI, explains that
the Company broadly expanded its operations in 2013 after American
Eagle ended its regional Caribbean operations. This expansion came
at a significant cost, resulting in the Company losing nearly $17
million on an operating basis from 2013 through 2015.
On May 16, 2016, the Company engaged Seabury Corporate Advisors,
LLC, the preeminent aviation consulting firm, to assist it in
selling its assets or obtaining additional capital investments. The
Company engaged in negotiations with one of the interested parties
but no agreement was reached.
The second week of September 2017 brought destruction and
devastation to much of the Caribbean when Hurricane Irma struck.
Several of the Company's destinations were almost completely
destroyed and many others suffered significant damage. Only a week
later, Hurricane Maria hit Puerto Rico, St. Croix and Dominica,
leaving more destruction in its path. To date, much of the
Caribbean is struggling to recover from these natural disasters;
Puerto Rico, in particular, continues to suffer from significant
structural damage, power outages and supply shortages occasioned by
the one-two punch of Hurricanes Irma and Maria.
The 2017 Hurricanes initially halted substantially all of the
Company's flight operations. A few weeks following the 2017
Hurricanes, the Company assisted in relief efforts by flying
stranded tourists or residents off of the devastated islands.
Following Hurricane Irma, the Company operated relief flights to
St. Maarten, St. Thomas and Tortola. Following Hurricane Maria,
the Company added additional flights departing from Puerto Rico to
provide necessary capacity for passengers leaving the island.
The 2017 Hurricanes have resulted in a crippling decline in the
Company's revenue and caused the Company to fall significantly
behind on its obligations, including payments on the Volant leases,
rent, and obligations to its other vendors and service providers.
The failure to pay these obligations triggered numerous defaults
under the Loan Agreement, which the Company acknowledged in the
Forbearance Agreement and Lease Forbearance, which expired by their
terms on Nov. 30, 2017. Notwithstanding these difficulties and the
expiration of the forbearance agreements, neither Volant Funding
nor Volant Leasing has exercised available remedies.
In October 2017, the Company retained Landis Rath & Cobb LLP as
restructuring counsel and, shortly thereafter, engaged Matthew
Foster, as CRO, and his firm to provide restructuring advice. The
Company has continued to consider its alternatives, working in good
faith with Volant Funding to resolve the Company's cash-flow needs
despite the negative effects of the 2017 Hurricanes on the
Company's operations. With the expiration of the Forbearance
Agreement and Lease Forbearance on Nov. 30, 2017, however, all of
the obligations under the Loan Documents and Volant Leases are due
and owing and the Company has no present ability to satisfy them.
Ultimately, following a rigorous evaluation of all available
options, the Company determined that filing for Chapter 11
protection, obtaining postpetition financing and pursuing an
orderly sale of its assets in a controlled, court-supervised
environment is the best available option for it and its
stakeholders. The Company believes that the Chapter 11 process,
including the proposed sale of its assets pursuant to the highest
and otherwise best bid, will be seamless for its passengers,
trading partners and vendors, result in minimal disruption to its
operations, allow the company to strengthen its financial
structure, and position it for significant future growth.
Postpetition Facility and Sale
In light of the foregoing, the continuing deterioration of its cash
position and its present lack of realistic stand-alone
restructuring options, the Company, in the exercise of its
reasonable business judgment, determined that the most effective
way to maximize value for the benefit of its stakeholders was to
seek bankruptcy protection in order to sell substantially all of
its assets through a sale pursuant to Section 363 of the Bankruptcy
Code. In connection therewith, on Dec. 12, 2017 , the Company
re-engaged Seabury to again market its assets. Seabury has begun
preparing its marketing materials and will market the Debtors'
assets postpetition.
To ensure that it has sufficient funds to maintain the stability of
its business and its going concern value, the Company has obtained
authority to utilize Cash Collateral and to borrow approximately
$10.19 million, including $4.19 million in new money --
Postpetition Facility -- from Volant Funding. In the exercise of
its business judgment, the Company has determined that the
Postpetition Facility is the best, and only, financing available to
it and that the Postpetition Facility will provide it with the
liquidity it requires to operate in these Chapter 11 Cases.
Versa's SB Acquisition 2017, Inc., has agreed to serve as the
Company's stalking horse purchaser in connection with the Sale. In
connection therewith, the Company and the Stalking Horse Bidder
entered into that certain Asset Purchase Agreement, dated Jan. 7,
2018. The Stalking Horse Bidder has agreed to purchase
substantially all of the Debtors' assets, subject to higher or
otherwise better bids, for an aggregate purchase price of
$5,000,000 consisting of (a) a release of certain liabilities of
the Company under the Amended Note and Postpetition Facility; (b)
the assumption of certain liabilities, including certain
liabilities related to assumed and assigned executory contracts and
unexpired leases, and certain ordinary course of business
liabilities; and (c) $100,000 cash. Additionally, the Stalking
Horse Bidder presently intends to offer employment to substantially
all of the Company's current employees with employment commencing
as of, and only upon, the closing of the Sale.
Because the Company is pursuing a competitive auction for its
assets, the Sale process will seek additional bids that will ensure
the Company obtains the highest and otherwise best offer for the
Company's stakeholders. The Company believes, in the exercise of
its business judgment, that the Sale structure will foster an open
and competitive process and provide the best option to maximize
value for all of its stakeholders. Indeed, given that the Company
has limited cash and no realistic financing option other than the
Postpetition Facility -- which itself depends on the Sale process
moving forward as proposed -- the only alternative to the Sale
would be conversion to Chapter 7 and liquidation. In the Company's
view, liquidation would be exceedingly value destructive, as the
Company would immediately lose its going concern value, eliminate
jobs, and be required to try to monetize assets that have little or
no value outside of their use by the Company as a going concern.
A copy of the affidavit in support of the first-day motions is
available for free at:
http://bankrupt.com/misc/SeaStar_4_1st_Day_Affidavit.pdf
The Purchaser can be reached at:
Steven A. Rossum, CEO
SB Acquisition 2011, Inc.
c/o Silver Airways LLC
1100 Lee Wagner Blvd, Suite 200
Fort Lauderdale, FL 33315
E-mail: steve.rossum@silverairways.com
The Purchaser's attorneys may be reached at:
Howard Turner, Esq.
Brian P. Hall, Esq.
SMITH, GARNBRELL & RUSSELL, LLP
Suite 3100, Promenade
1230 Peachtree Street, N.E.
Atlanta, GA 30309-3592
E-mail: hturner@sgrlaw.com
bhail@serlaw.com
Attorneys for Versa's Volant SVI Funding, LLC:
Bryan J. Hall, Esq.
BLANK ROME LLP
1201 N. Market Street, Suite 800
Wilmington, DE 19801
- and -
Rick Antonoff, Esq.
BLANK ROME LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174-0208
Tel: (212) 885-5327
About SeaStar Holdings
Based in Puerto Rico, SeaStar Holdings, Inc., d/b/a Seaborn
Airlines, serves local passengers within the Caribbean and
connecting traffic to numerous locations within or outside the
United States through code share or interline arrangements with
multiple airline partners. The Company's fleet consists of seven
34-seat Saab 34088s and one 15-seat Twin Otter Seaplane. The
majority of the Company's inter-island flights are via the Saab
fleet. The Seaplane serves as the primary air transportation
between St. Croix and St. Thomas in the U.S. Virgin Islands.
SeaStar Holdings, Inc., along with affiliates Seaborne Virgin
Islands, Inc., and Seaborne Puerto Rico, LLC, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10039) on Jan. 8, 2018.
The Hon. Christopher S. Sontchi is the case judge.
SeaStar Holdings estimated assets of $1 million to $10 million and
debt of $10 million to $50 million as of the bankruptcy filing.
Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Travis J.
Ferguson, Esq., at Landis Rath & Cobb LLP, serve as the Debtors'
bankruptcy counsel. Sonoran Capital Advisors LLC is the Debtors'
restructuring advisor. Stinson Leonard Street LLP is the special
regulatory counsel. Seabury Corporate Advisors LLC is the
investment banker. Rust Consulting/Omni Bankruptcy is the claims
and noticing agent.
SEASTAR HOLDINGS: Seeks to Honor Codeshare Agreements
-----------------------------------------------------
SeaStar Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for approval to honor their prepetition
obligations under the Interline Agreements, Codeshare Agreements,
and Clearinghouse Agreements and to continue performing and
exercising their respective rights and obligations (whether
prepetition or postpetition) under each Agreement in the ordinary
course of business.
In the ordinary course of business, the Debtors are party to and
operate under bilateral interline agreements with American
Airlines, United Airlines, Hahn Air, Delta Air Lines, jetBlue
Airways, Cape Air, and Condor -- Interline Airlines -- and
bilateral code share agreements with American Airlines, Delta Air
Lines, jetBlue Airways, and Vieques Air Link. Although similar,
the Interline Agreements and Codeshare Agreements provide the
Debtors' customers -- and customers of the other participating
airlines -- with different services. Most major airlines
participate in interline and codeshare agreements with other
airlines because of the tremendous operating efficiencies and
consumer benefits obtained through their use.
Adam G. Landis, Esq., at Landis Rath & Cobb LLP, counsel to the
Debtors, explain that the Debtors believe that the relief sought is
not only essential to the success of the Debtors' Chapter 11 Cases,
but immediately necessary in light of the nature of the Debtors'
operations. Specifically, the Debtors' ability to rely upon and
enforce the Clearinghouse Agreements is critical to the operations
of the Debtors' business. The Debtors cannot afford the risk that
any counterparty question the Debtors' willingness or ability to
continue honoring the Clearinghouse Agreements. Even the slightest
interruption in the Debtors' ability to seamlessly integrate their
ticketing, passenger, and other services with those of the
Interline and Code Share Agreements could be disastrous to the
Debtors' business. Similarly, any delay or termination of the
Clearinghouse Agreements could jeopardize the Debtors' revenue,
reputation and ability to continue to operate within the airline
industry.
Moreover, according to Mr. Landis, if the Debtors are unable to
continue operating under the Clearinghouse Agreements, it would be
impossible for the Debtors to settle payment obligations to other
airlines arising under the Interline Agreements and Code Share
Agreements or to travel agencies responsible for selling tickets on
the Debtors' airline. Thus, the assurance of uninterrupted
participation under the Clearinghouse Agreements is critical to the
Debtors' operations.
About SeaStar Holdings
Based in Puerto Rico, SeaStar Holdings, Inc., d/b/a Seaborn
Airlines, serves local passengers within the Caribbean and
connecting traffic to numerous locations within or outside the
United States through code share or interline arrangements with
multiple airline partners. The Company's fleet consists of seven
34-seat Saab 34088s and one 15-seat Twin Otter Seaplane. The
majority of the Company's inter-island flights are via the Saab
fleet. The Seaplane serves as the primary air transportation
between St. Croix and St. Thomas in the U.S. Virgin Islands.
SeaStar Holdings, Inc., along with affiliates Seaborne Virgin
Islands, Inc., and Seaborne Puerto Rico, LLC, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10039) on Jan. 8, 2018.
The Hon. Christopher S. Sontchi is the case judge.
SeaStar Holdings estimated assets of $1 million to $10 million and
debt of $10 million to $50 million as of the bankruptcy filing.
Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Travis J.
Ferguson, Esq., at Landis Rath & Cobb LLP, serve as the Debtors'
bankruptcy counsel. Sonoran Capital Advisors LLC is the Debtors'
restructuring advisor. Stinson Leonard Street LLP is the special
regulatory counsel. Seabury Corporate Advisors LLC is the
investment banker. Rust Consulting/Omni Bankruptcy is the claims
and noticing agent.
SMG US: Moody's Assigns B3 Corporate Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned to SMG US Midco 2, Inc. a B3
Corporate Family Rating (CFR), B3-PD Probability of Default Rating,
a B1 rating to its proposed $395 million first-lien term loan and a
Caa2 rating on its proposed $200 million second-lien term loan.
Moody's also assigned a B1 to SMG Merger Sub, Inc.'s proposed $55
million first-lien revolving credit facility. SMG Merger Sub, Inc.
is also a co-borrower on the first and second-lien term loans (both
borrowers collectively referred to as "SMG" herein). The ratings
outlook is stable. Moody's notes that increases to the size of the
first-lien debt relative to the size of the second-lien debt could
put downward pressure on the first-lien credit facility ratings.
Proceeds from the proposed debt issuance and approximately $425
million of new and management rolled equity will be used to finance
the acquisition of venue management company SMG by funds affiliated
with Onex Partners.
Assignments:
Issuer: SMG US Midco 2, Inc.
-- Corporate Family Rating, Assigned B3
-- Probability of Default Rating, Assigned B3-PD
-- Senior Secured First-Lien Term Loan, Assigned B1 (LGD3)
-- Senior Secured Second-Lien Term Loan, Assigned Caa2 (LGD5)
-- Outlook, Assigned Stable
Issuer: SMG Merger Sub, Inc.
-- Senior Secured First-Lien Revolving Credit Facility, Assigned
B1 (LGD3)
RATINGS RATIONALE
The B3 CFR reflects SMG's high financial leverage, aggressive
financial policies, and small scale, despite the company's leading
market share in the outsourced venue management industry. SMG's
revenues are somewhat sensitive to macroeconomic conditions that
impact demand for consumer entertainment and convention center
business. The market is increasingly competitive, which may
increase the potential for pricing concessions and capital spending
as contracts come up for renewal. These risks are mitigated by
SMG's long standing relationships with customers, high contract
renewal rates, and growing demand for outsourced private venue
management. The company's long-term contracts provide a high level
of predictability to near-term revenues, while the trend towards
outsourcing the management of convention centers and other
facilities by municipalities supports future growth opportunities.
Pro forma for the LBO transaction, SMG's leverage is estimated at
about 9x as of the LTM period ended September 30, 2017 (including
adjustments for certain one-time expenses). Debt to EBITDA is
expected to decline to about 8x over the next 12-18 months through
a combination of low to mid-single digit percentage EBITDA growth
and modest debt repayment. Free cash flow to debt is expected to
improve from about 1.5% to about 3.5% over the same period.
The stable ratings outlook is based on Moody's expectation that
over the next 12-18 months, SMG will maintain free cash flow to
debt between 1% and 4% and generate low to mid-single digit
percentage revenue growth.
Moody's could upgrade SMG's ratings if the company were to grow
profitability and reduce debt such that debt to EBITDA is sustained
below 6.5x and free cash flow to debt is sustained above 5%.
Moody's could downgrade SMG's ratings if revenues decline
materially as a result of competitive or pricing pressures or if
liquidity were to deteriorate, particularly if annual free cash
flow generation is expected to be negative.
Moody's expects SMG to maintain an adequate liquidity profile over
the next 12-18 months, supported by positive free cash flow, and
cash balances of about $45 million after expected financing fees.
No meaningful borrowings are expected under the $55 million
(undrawn) revolving credit facility. The revolving credit facility
contains a springing first lien net leverage maintenance coverage
which is tested quarterly when the revolving facility is 35% or
more drawn. Moody's expect SMG to remain within compliance over the
next 4 quarters.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
SMG operates public assembly facilities such as arenas, convention
centers, stadiums and theaters. SMG typically assumes full
managerial responsibility for all aspects of facility operations,
including event booking and event management, and may also provide
certain ancillary services such as food and beverage service.
Revenues are expected to exceed $300 million in 2017. SMG is
majority owned by funds affiliated with Onex Partners.
TEAM HEALTH: Moody's Lowers CFR to B3; Outlook Negative
-------------------------------------------------------
Moody's Investors Service announced that it has downgraded Team
Health Holdings, Inc.'s Corporate Family Rating (CFR) to B3 from B2
and Probability of Default Rating to B3-PD from B2-PD. Moody's also
downgraded the company's senior secured credit facilities to B2
from B1 and its unsecured notes to Caa2 from Caa1. The outlook is
negative.
The downgrade of Team Health's CFR reflects Moody's view that the
physician staffing company's adjusted debt to EBITDA will remain in
the mid-to-high 7.0 times range over the next 12-18 months. Debt to
EBITDA was approximately 7.8 times on September 30, 2017. "We
expect sluggish patient volume growth at the hospitals Team Health
staffs, and adverse payer mix shifts facing all physician staffing
companies will limit the company's ability to reduce leverage,"
stated Moody's VP-Senior Analyst Jonathan Kanarek.
Ratings downgraded:
Team Health Holdings, Inc.
Corporate Family Rating to B3 from B2
Probability of Default Rating to B3-PD from B2-PD
Senior secured revolving credit facility expiring 2022 to B2 (LGD
3) from B1 (LGD 3)
Senior secured term loan due 2024 to B2 (LGD 3) from B1 (LGD 3)
Unsecured notes due 2025 to Caa2 (LGD 6) from Caa1 (LGD 5)
The rating outlook is negative.
RATINGS RATIONALE
Team Health's B3 CFR reflects Moody's expectation that the company
will operate with very high financial leverage during the next
12-18 months. Moody's estimates Team Health's pro forma adjusted
debt to EBITDA to be approximately 7.8 times. The rating agency
expects this leverage to remain in the mid-to-high 7.0 times range
over the next 12-18 months. The B3 rating is also constrained by
integration risk, reimbursement risk, and the company's exposure to
uninsured individuals, each of which could exert pressure on
profitability.
The credit profile is supported by Team Health's strong competitive
position in the highly fragmented physician staffing industry and
stable cash flow. Further, Moody's expects Team Health to gradually
improve its post-acute care business. Moody's also expects Team
Health to resume a more aggressive pursuit of small tuck-in
acquisitions if those transactions improve the company's ability to
deleverage.
The negative outlook reflects Moody's view that a difficult
operating environment will prevent Team Health from materially
deleveraging during 2018. This includes the rating agency's
uncertainty as to when higher levels of patient volume growth will
resume at hospitals Team Health services.
The ratings could be downgraded if Team Health experiences billing
system integration setbacks following acquisitions, weak operating
performance, or a negative change in reimbursement. A ratings
downgrade could also occur if the company's liquidity
deteriorates.
The ratings could be upgraded if Team Health effectively manages
its growth and reduces its business concentration. Finally, the
company would need to reduce debt/EBITDA to below 6.5 times before
Moody's would consider a higher rating.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Team Health is a provider of physician staffing and administrative
services to hospitals and other healthcare providers in the U.S.
The company is affiliated with more than 19,000 healthcare
professionals who provide emergency medicine, hospital medicine,
anesthesia, urgent care, pediatric staffing and management
services. The company also provides a full range of healthcare
management services to military treatment facilities. Net revenues
are approximately $4.7 billion.
TERRAFORM GLOBAL: Moody's Puts B3 CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed Terraform Global Operating LLC's
ratings, including its B3 Corporate Family Rating (CFR), Caa1
senior unsecured rating, and B3-PD Probability of Default rating on
review for upgrade.
RATINGS RATIONALE
"The review for upgrade is prompted by TGO's change of ownership
following the completion of its acquisition by Brookfield Asset
Management Inc's (Brookfield; Baa2 stable) affiliates on 29
December 2017", said Natividad Martel, Vice President-Senior
Analyst.
Brookfield will also provide certain sponsorship arrangements
including corporate services. The review for upgrade reflects
Moody's view that these arrangements and Brookfield's financial
strength as well as its strong presence and knowledge of the
renewable market will help improve the TGO's credit quality.
The review of the ratings will largely focus on the new
management's strategy and finance policies going forward. The
review will consider changes in the yieldco's capital structure, as
well as its liquidity profile and funding arrangements following
the privatization of the company and Moody's expectation of a more
prudent growth strategy. The review will also focus on management's
plans to materially improve TGO's cash flows and credit /metrics by
implementing deleveraging and cost savings initiatives. Moody's
will also consider to what extend the improved financial metrics
will help offset the yieldco's business risk profile which Moody's
consider greater than its peers, particularly in terms of its
exposure to foreign currency exchange risk which diminishes the
visibility of the cash flow distributions from TGO's contracted
assets.
On Review for Upgrade:
Issuer: TerraForm Global Operating, LLC
-- Probability of Default Rating, Placed on Review for Upgrade,
currently B3-PD
-- Corporate Family Rating, Placed on Review for Upgrade,
currently B3
-- Senior Unsecured Regular Bond/Debenture Placed on Review for
Upgrade, currently Caa1(LGD5)
Outlook Actions
Issuer: TerraForm Global Operating, LLC
-- Outlook, Changed To Rating Under Review From Positive
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
Headquartered in Bethesda, the total return company Terraform
Global Operating LLC's currently owns around 900MW (adjusted to
reflect its ownership-stakes) in wind (around 60% of the assets'
total capacity) and solar projects. The assets operate in seven
emerging markets but the main markets are Brazil, India and China
in terms of installed capacity (over 80% of the installed capacity)
and upstreamed cash flow to TGO. TGO will become a private entity
following its delisting from NASDAQ stock market.
TOYS R US: Claims Filing Deadline Set for April 6
-------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia set
April 6, 2018, at 5:00 p.m. (prevailing Eastern Time) as the last
date and time for all entities and individuals to file a claim
against Toys R US Inc. and its debtor-affiliates.
The Court also set June 18, 2018, at 5:00 p.m. (prevailing Eastern
Time) as deadline for all governmental units to file their claims
against the Debtors.
Each proof of claim must be filed, including supporting
documentation, by electronic submission through Public Access to
Court Electronic Records at http://ecf.vaeb.uscourts.govor, if
submitted through non-electronic means by U.S. Mail or other hand
delivery systems to be received by Prime Clerk at:
Toys R US Inc.
Claims Processing Center
c/o Prime Clerk LLC
830 Third Avenue, 3rd Floor
New York, NY 10022
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
UNIVERSAL LAND: Hicks Farms Buying Vermillion Property for $2.6M
----------------------------------------------------------------
Universal Land & Livestock, LLC, asks the U.S. Bankruptcy Court for
the Southern District of Indiana to authorize the sale of real
property located in Vermillion County, Indiana, consisting of
approximately 1044.07 gross acres, to Hicks Farms Inc. for
$2,600,000.
The Debtor owns the Real Estate. Prior to the Petition Date, it
formally listed with Ken Baker Real Estate and marketed the
property and informally marketed the Real Estate with Mossy Oak
Properties. No formal marketing has been done, but the Debtor
believes that the price being paid is fair and reasonable. The
price per acre is approximately $2,490.
The Debtor has sold other real estate tangential to the Real Estate
and the purchase price is consistent with prior sales of the
Debtor.
Further, First Financial Bank, formerly known as First Financial
Bank, National Association, ("FFB") is the mortgage holder on the
Real Estate, consents to the sale, and acknowledges that the
purchase price represents the fair market value of the Real Estate.
The net sale proceeds will be paid to FFB in cash at closing after
first reducing the Net Sale Proceeds by an amount: (i) agreed to by
the Debtor and FFB for future expenses incurred in the case, which
will be Cash Collateral, or (ii) as ordered by the Court upon
request of the Debtor after notice to FFB, which will also be Cash
Collateral. FFB is the only lienholder with respect to the Real
Estate other than potential real estate taxes which will be paid at
closing.
The Debtor wishes to enter into a Real Estate Sales Contract with
the Buyer for the sale of the Real Estate and complete the sale of
the Real Estate to the Buyer in exchange for the sum of $2,600,000,
with $10,000 earnest money, free and clear of any liens and claims
of any and every kind or nature whatsoever. Included in the sale
is all fencing and gates as set forth in the Contract.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Universal_Land_45_Sales.pdf
The Debtor believes the sale of the Real Estate is in the best
interest of the estate and creditors, and the sale will help the
Debtors cover living and farming expenses. It submits the Contract
is a result of arm's-length and good-faith negotiations.
The Debtor asks that if no objections are fled or pending at the
time of hearing on the Motion, that the Court waives the 14-day
stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
The Purchaser:
HICKS FARMS, INC.
2453 W. 1550 N. Road
Covington, IN 47932
Attn: Steven B. Hicks
The Purchaser is represented by:
Samuel Hodson, Esq.
TAFT STETTINIUS & HOLLISTER LLP
One Indiana Square, Suite 3500
Indianapolis, IN 46204
Telephone: (317) 713-3557
About Universal Land
Universal Land & Livestock, LLC, owns and operates a cattle-fishing
operation located in Vermillion County, Indiana. The cattle
finishing business includes a cow/calf operation in house breeding,
and finishing cattle off to market weight fats. The Company owns
3,800 acres of farm ground located in Vermillion County, Indiana;
Vigo County, Indiana; and Edgar County, Illinois.
Universal Land filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ind. Case No. 17-80750) on Nov. 9, 2017, estimating its assets
and debts at between $10 million and $50 million. The petition was
signed by Peter Krieger, partner.
Judge Jeffrey J. Graham presides over the case.
John Joseph Allman, Esq., and David R. Krebs, Esq., at Hester Baker
Krebs LLC, serves as the Debtor's bankruptcy counsel.
UNIVERSAL LAND: Pinnacle Heartland Buying Edgar Property for $2.2M
------------------------------------------------------------------
Universal Land & Livestock, LLC, asks the U.S. Bankruptcy Court for
the Southern District of Indiana to authorize the sale of real
property located in Edgar County, Illinois, consisting of
approximately 411.53 gross acres, to Pinnacle Heartland Operating
Co., LLCA for $2,182,000.
The Debtor owns the Real Estate. Prior to the Petition Date, it
formally listed with Ken Baker Real Estate and marketed the
property and informally marketed the Real Estate with Mossy Oak
Properties. No formal marketing has been done, but it believes
that the price being paid is fair and reasonable. The price per
acre is approximately $5,302. The Debtor has sold other real
estate tangential to the Real Estate and the purchase price is
consistent with prior sales of the Debtor.
Further, First Financial Bank, formerly known as First Financial
Bank, National Association, ("FFB") is the mortgage holder on the
Real Estate, consents to the sale, and acknowledges that the
purchase price represents the fair market value of the Real Estate.
FFB is the only lienholder with respect to the Real Estate other
than potential real estate taxes which will be paid at closing.
The Debtor wishes to enter into a Purchase Agreement and a First
Amendment to Purchase Agreement with Pinnacle Heartland for the
sale of the Real Estate and complete the sale of the Real Estate in
exchange for the sum of $2,182,000, with $25,000 deposit, free and
clear of any liens and claims of any and every kind or nature
whatsoever.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Universal_Land_46_Sales.pdf
The Debtor believes the sale of the Real Estate is in the best
interest of the estate and creditors, and the sale will help the
Debtors cover living and farming expenses. It submits the Contract
is a result of arm's-length and good-faith negotiations.
The Debtor asks that if no objections are fled or pending at the
time of hearing on the Motion, that the Court waives the 14-day
stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
The Creditor:
FIRST FINANCIAL BANK
255 E. Fifth Third, Suite 100
Cincinnati, OH 45202
About Universal Land
Universal Land & Livestock, LLC, owns and operates a cattle-fishing
operation located in Vermillion County, Indiana. The cattle
finishing business includes a cow/calf operation in house breeding,
and finishing cattle off to market weight fats. The Company owns
3,800 acres of farm ground located in Vermillion County, Indiana;
Vigo County, Indiana; and Edgar County, Illinois.
Universal Land filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ind. Case No. 17-80750) on Nov. 9, 2017, estimating its assets
and debt at between $10 million and $50 million. The petition was
signed by Peter Krieger, partner.
Judge Jeffrey J. Graham presides over the case.
John Joseph Allman, Esq., and David R. Krebs, Esq., at Hester Baker
Krebs LLC, serves as the Debtor's bankruptcy counsel.
USI SERVICES: Seeks Nod of $4-Mil Financing Agreement With Prestige
-------------------------------------------------------------------
USI Services Group, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
(i) obtain postpetition financing pursuant to a Financing Agreement
between the Prestige Capital Corporation and the Debtors and (ii)
use Prestige Capital's cash collateral in accordance with the
budget.
The Debtors intend to use cash collateral for, among other things,
working capital purposes and the payment of certain obligations in
accordance with the relief authorized by the Court. The Debtors
assert that interim access to the debtor-in-possession financing
and cash collateral will ensure that the Debtors maintain ongoing
operations and avoid immediate and irreparable harm and prejudice
to their estates and all parties in interest pending the Final
Hearing.
Under the terms of the proposed Financing Agreement, Prestige
Capital will purchase portions of the Debtors' current receivables
and postpetition receivables, based on an initial advance of 80% of
the eligible accounts receivable, up to an aggregate maximum
outstanding advance of $4,000,000. Advances will be funded upon
submission of the invoices. Reserves -- the remaining 20% of the
collected receivable, less fees earned by Prestige Capital on the
factored receivables -- will be sent to the Debtors within four
business days after the accounts receivable have been collected.
Prior to the filing, Prestige Capital charged a $10,000 one-time,
non-refundable due diligence fee which covered Prestige Capital's
investigation and legal expenses. Prestige Capital agreed that the
Debtors would pay $7,000 upon accepting Prestige Capital's
proposal, and $3,000 would be paid at the time of the first
Advance. The factoring charges are 1.95% for the first 30 days
from the date of the Advance, plus an additional 0.65% for each ten
day period for the following sixty days thereafter, up to a maximum
of ninety days that the Advance is outstanding. There is an
additional charge of 1.5% for each ten day period after ninety days
that the Advance remains outstanding.
As protection for its Advances, Prestige Capital has requested the
following: (i) an order authorizing the sale of the receivables and
granting Prestige Capital a first security interest in the Debtors'
receivables that is superior to the existing lien of the IRS as to
the receivables; (ii) cross-guaranties of each Debtor of the other
Debtors' obligations to Prestige; and (iii) a validity guaranty of
the Debtors' principal, Goldring; and (iv) creation of a lockbox to
which payments of all factored receivables will be paid, with the
right to notify all account debtors
On an interim basis, Prestige Capital has offered to provide the
Debtors with access to a portion of the Factoring Facility to
satisfy certain post-petition operating expenses and administrative
expenses. The budget incorporates both the use of the proceeds of
the Factoring Facility and the use of cash collateral generated by
the sale of the Debtors' receivables and cash on hand.
Accordingly, the Debtors seek to use cash collateral existing on or
after the Petition Date that is subject to Prestige Capital's
post-petition liens and the tax liens of the IRS. As of the
Petition Date, the Debtors do not have sufficient unencumbered cash
to fund their business operations and pay present operating
expenses.
The Debtors' management has formulated the Budget for the use of
debtor-in-possession financing and cash collateral from the
Petition Date and thirteen weeks hereafter. The Budget provides
total operating disbursements in the aggregate amount of $2,583,437
covering the week ending January 5, 2018 through week ending March
30, 2018.
The Debtors believe that the Budget includes all reasonable,
necessary and foreseeable expenses to be incurred in the ordinary
course in connection with the operation of their businesses and
their restructuring efforts for the period set forth in the Budget.
The Debtors also believe that the use of cash collateral in
accordance with the Budget will provide the Debtors with adequate
liquidity to pay administrative expenses as they become due and
payable during the period covered by the Budget.
As adequate protection for any diminution in value of the IRS'
interests, the Debtors' request that the Court grant the IRS
security interests equivalent to a lien granted under section
364(c)(2) and (3) of the Bankruptcy Code, in and upon the Debtors'
real and personal property and the Cash Collateral, whether such
property was acquired before or after the Petition Date, subject
only to the liens granted to Prestige Capital. Moreover, the IRS
will retain its liens on the Debtors' other assets, such as
inventory, machinery and equipment.
As shown in the Budget, the Debtors' collateral base will increase
over the next thirteen weeks by more than the amount of Prestige
Capital's liens so that the replacement liens should be more than
adequate to protect Prestige Capital's interests from depreciation
and deterioration.
A full-text copy of the Debtors' Motion is available at:
http://bankrupt.com/misc/njb18-10153-6.pdf
About USI Services Group
USI Services Group, Inc., provides facility management services and
solutions to pharmaceutical campuses, commercial office buildings,
shopping mall or national retailers, industrial complex or major
entertainment venues. USI offers complete janitorial service
programs, hard surface floor care, carpet care programs, window
cleaning, post construction cleaning, landscaping & design, snow
management, parking lot lighting, parking lot maintenance, parking
lot striping, facility management, 3rd party contract management,
HVAC services, security services, electronic security solutions and
energy management. The company is headquartered in Union, New
Jersey.
USI Services Group and its affiliates filed Chapter 11 petitions
(Lead Bankr. D.N.J. Case No. 18-10153) on Jan. 3, 2018. The
petitions were signed by Frederick G. Goldring, president. At the
time of filing, USI estimated at least $50,000 in assets and $1
million to $10 million in liabilities.
The cases are assigned to Judge John K. Sherwood.
The Debtors are represented by Stuart Gold, Esq., at Mandelbaum
Salsburg P.C.
VILENO ENVIRONMENTAL: May Use Cash Collateral on Interim Basis
--------------------------------------------------------------
The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida has entered an interim order granting
Vileno Environmental, LLC, authority to use cash collateral on a
preliminary basis until further order of the Court.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by this Court, including payments to the
United States Trustee for quarterly fees; (b) the current and
necessary expenses set forth in the budget, plus an amount not to
exceed 10% for each line item; and (c) such additional amounts as
may be expressly approved in writing by United Legacy Bank a
Division of National Bank of Commerce.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
The Debtor is required (a) to grant to the United Legacy Bank
access to its business records and premises for inspection, and (b)
to maintain insurance coverage for its property in accordance with
the obligations under the loan and security documents with United
Legacy Bank.
The Debtor's use of cash collateral is continued until further
hearing on Feb. 8, 2018, at 10:00 a.m.
A full-text copy of the Interim Order is available at:
http://bankrupt.com/misc/flmb17-07974-21.pdf
About Vileno Environmental
Vileno Environmental, LLC, filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 16-07974) on Dec. 26, 2017. The petition was signed
by Timothy L. Moon, Managing Member. At the time of filing, the
Debtor estimated at least $50,000 in assets and $100,000 to
$500,000 in liabilities. The Debtor's counsel is Jeffrey S.
Ainsworth, Esq., at BransonLaw, PLLC, in Orlando, Florida.
WALL GROUP: Seeks to Hire Bert Davis as CRO
-------------------------------------------
Wall Group Industries, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to hire Bert Davis,
Jr. as its chief restructuring officer.
Mr. Davis, a principal of Davis Forensic Group LLC, will supervise
the Debtor's counsel in the conduct of its Chapter 11 case; assist
the Debtor in the preparation of a plan of reorganization; assist
in developing strategies to maximize cash flow; communicate with
the Debtor's stakeholders; and provide other services related to
the bankruptcy case.
Mr. Davis will be paid an hourly fee of $245 for his services.
In a court filing, Mr. Davis disclosed that he does not represent
any interest adverse to the Debtor or its estate.
Mr. Davis maintains an office at:
Bert Davis, Jr.
Davis Forensic Group, LLC
1 Abelia Court
Greensboro, NC 27455
Phone: 336-543-3099
Email: bdavis@davisforensic.com
About Wall Group
Wall Group Industries, Inc., d/b/a The Wall Group --
http://www.thewall-group.com/-- is a privately held commercial
drywall contractor based in Durham, North Carolina. Wall Group
self-performs all projects ensuring consistent results. As part of
the Company's ongoing safety program, its staff regularly
participates in general safety training, as well as
project-specific safety education.
Wall Group Industries filed for Chapter 11 bankruptcy protection
(Bankr. M.D. N.C. Case No. 17-80873) on Oct. 20, 2017, estimating
its assets at between $100,000 and $500,000 and liabilities at
between $1 million and $10 million. The petition was signed by
Frankie Byrd, its president.
Judge Lena M. James presides over the case.
James C. White, Esq., at Parry Tyndall White, serves as the
Debtor's bankruptcy counsel. James Pappalardo is the Debtor's
accountant.
The Office of the U.S. Trustee on Nov. 7 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Wall Group Industries.
WASHINGTON MCLAUGHLIN: Exit Plan Delayed Due to Settlement Efforts
------------------------------------------------------------------
Washington McLaughlin Christian School filed with the U.S.
Bankruptcy Court for the District of Maryland a consent motion for
the extension of exclusive periods for the Debtor to file a plan of
reorganization and disclosure statement and seek acceptance of the
plan for a period of 90 days.
As reported by the Troubled Company Reporter on Oct. 27, 2017, the
Court extended the exclusive periods within which only the Debtors
may file a plan until Jan. 2, 2018, and within which only the
Debtor can obtain acceptance of the plan until April 2, 2018.
The primary reason for filing this case was to address the matured
note on the real property owned by the Debtor located at 6501
Poplar Avenue, Takoma Park, Maryland, held by Fairview Investment
Fund II, LP.
At one time, the Debtor's property was actually three different and
distinct parcels. One of the three parcels was purchased by the
Takoma Park, Maryland, at a tax sale. Fairview subsequently filed
a quiet title action to resolve a lien asserted by the U.S.
Department of Housing and Urban Development in the amount of
$650,000 against the Takoma Park Parcel. Fairview is in the
process of attempting to settle the quiet title action. If
Fairview's settlement efforts are fruitful, it is possible that the
present case may be unnecessary because Fairview may be able to
settle its lien by liquidating the Takoma Park Parcel.
Since the Petition Date, the Debtor has taken significant steps
toward a successful reorganization, including but not limited to:
-- Preparing and filing the Schedules and Statements;
-- Attending the Initial Debtor Interview and 341 Meeting
of Creditors;
-- Filing an Application to Employ Counsel;
-- Amendments the Schedules and Statements;
-- Negotiating with Secured Creditors;
-- Starting to Draft the Plan and Disclosure Statement; and
-- Working with the U.S. Trustee to ensure that all
administrative requirements have been satisfied.
-- Timely filing all Monthly Operating Reports;
-- Timely paying all quarterly fees to the US Trustee
The Debtor assures the Court that it is not seeking an extension of
the Exclusive Periods to pressure creditors to submit to their
reorganization demands.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/mdb17-17821-49.pdf
About Washington McLaughlin
Christian School
Washington McLaughlin Christian School filed a Chapter 11
bankruptcy petition (Bankr. D. Md. Case No. 17-17821) on June 6,
2017, listing less than $1 million in both assets and liabilities.
The Hon. Wendelin I. Lipp presides over the case. The Debtor is
represented by Michael P. Coyle, Esq., at The Coyle Law Group.
WILLOW BEND: $7.2M Sale of Assets to River Parishes Approved
------------------------------------------------------------
Judge Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana authorized Willow Bend Ventures,
LLC's sale of (i) Tracts 1 -A, 1-B & 4, Portion of Wego Plantation,
comprising approximately 1,147.31 acres of land, located in
sections 9-12 & 65-70, T12S-R18E, lying between Mississippi River,
St. John the Baptist Parish, Louisiana; (ii) a tract of land
situated in the Parish of St. John the Baptist, on the right bank
of the Mississippi River, together with all buildings and
improvements thereon; (iii) 1983 Action Modular Home, 64' x 24' in
size, bearing Serial Number 17-9783; and equipment and movables to
River Parishes Dirt and Gravel, LLC or its Assignee for an
aggregate purchase price of $7,200,000.
The parties declare that the said modular home is immovable by
destination and a component part of the land and that said modular
home will remain a permanent component part of the land.
Subject to the terms, provisions and conditions of the Agreement,
the Seller covenants and agrees to sell to the Buyer three
electronic truck scales and the related computer equipment within
the office trailers used in the reading of the truck scales as well
as the fiber optic cable, one above ground 10,000 gallon diesel
fuel tank, five diesel fuel pumps; two office trailers; one Komatsu
PC300LC-6 S/N A84777; one Komatsu PC300LC-8 S/N A90705; one Komatsu
D65PX-17 S/N 1351; two John Deere 1810E PAN; one JD 770 Grader; two
PULL DISC; one CASE STX 380 Tractor; and two Water Pumps. The
Seller has made the Buyer aware that the road grader and water
pumps are not working properly. To the Seller's knowledge all
other equipment is in good working order; however, all equipment is
being sold "as is, where is," with no warranties.
The sale is free and clear of liens and encumbrances, with said
lien to attach to the proceeds.
The funds from the sale in the amount of $7,200,000 will be
deposited in the Registry of the Court to be disbursed by the Court
at a future date.
Notwithstanding anything in the Order to the contrary, the sum of
$1,500,000 from the sale of Assets will be set aside and will be
free and clear of any and all of all liens, claims, encumbrances,
and any and all interests of any kind, and will be deposited in the
Registry of the Court for the sole purpose of being used to satisfy
the Tax Collector's claim regarding its April 11, 2017 Judgment.
The $1,500,000 in proceeds will be a "cap" or limitation on the
amount of the Tax Collector's claim pending the Debtor's appeal of
the Judgment to the Louisiana Fifth Circuit Court of Appeal. If
the Louisiana Fifth Circuit Court of Appeal reduces the award below
this amount, then the Debtor will only be responsible for the
amount awarded by the Louisiana Fifth Circuit Court of Appeal
(including any applicable interest, penalties, and fees).
About Willow Bend Ventures
Edgard, Louisiana-based Willow Bend Ventures, LLC, sought Chapter
11 protection (Bankr. E.D. La. Case No. 17-11178) on May 9, 2017.
The Debtor hired Phillip K. Wallace, PLC as its bankruptcy counsel
and Fletcher & Associates, LLC as its accountant. The Debtor
tapped Robert S. Angelico, Cheryl Mollere Kornick, Jeff Birdsong
and the Professional Law Corporation of Liskow & Lewis as special
counsel.
WJA ASSET: Selling Partnership Interests in Gothard to FAIT for $2M
-------------------------------------------------------------------
WJA Asset Management, LLC, and affiliates ask the U.S. Bankruptcy
Court for the Central District of California to authorize (i) the
bidding procedures in connection with sale of WJA Express Fund,
LLC's 50% interests and CA Express Fund II, LLC's 8% interests in
Gothard Express Partners, L.P. to FAIT Insurance Partnership, LLC
for $1,950,000, subject to overbid; (ii) the relieving of Kingdom
Trust Co. as the custodian of the partnership interests held by WJA
Express Fund, LLC; and (iii) the related settlement with the
general partner and remaining limited partner of the Partnership
regarding distributions owed through the date of closing.
A hearing on the Motion is set for Jan. 25, 2018 at 11:00 a.m.
The Partnership owns a car wash in Huntington Beach. WJA Express
Fund, LLC owns the Partnership and WJA Asset is the manager of CA
Express Fund II, LLC, a non-debtor entity which owns an 8% limited
partnership interest in the Partner. H2Go Partners, L.P. owns the
remaining 41% limited partnership interest and Green-N-Clean
Express is the general partner with a 1% interest in the
Partnership. In 2016, an investment banker valued the Partnership
at approximately $3.145 million, which would put the value of the
Partnership Interests as a percentage of the total value at
$1,824,388. Kurt Stake, a certified valuation analyst at Grobstein
Teeple, has verified that this valuation is in the range of
reasonable valuations for the Partnership Interests.
William Jordan Investments, Inc., is a registered investment
advisor, and the Manager is the managing member of the Debtors,
with the exception of itself and Advisor. It is also the manager
for several entities, including CA Express, that have not filed
bankruptcy petitions because they did not have the requisite
corporate authority to do so. Prior to the bankruptcy filings,
William Jordan was the president and sole owner of Advisor and was
the sole member and manager of Manager. Pursuant to Court orders,
Howard Grobstein is now serving as the chief restructuring officer
of the Debtors and Mr. Jordan no longer has any ongoing role in the
operations of the Debtors or their non-debtor affiliates.
With respect to WJA Express' interests in the Partnership, the
custodian of these partnership interests is Kingdom Trust for the
benefit of WJA Express. CA Express is a non-debtor entity whose
membership interests are equally held by two third party investors:
Texas Capital Holdings, L.P. and The Padova Trust. The Manager is
its manager under its Operating Agreement.
The Buyer has been negotiating with WJA Express and CA Express for
a number of months, and this has materialized in the Partnership
Interest Purchase Agreement. Under the Agreement, the Buyer will
pay a total of $1,950,000, liens, claims, and encumbrances, for the
Partnership Interests, with $1,681,034.48 of the purchase price
allocated to the WJA Express Interest and the remaining $268,965.52
allocated to the CA Express Interest based on their percentage
interests in the Partnership.
The Agreement is in the process of being executed and, upon
execution, the Buyer will pay a $50,000 deposit that will be held
by the Manager pending Court approval. The balance of the purchase
price is to be paid at the closing, which is to occur no later than
ten days after the order approving the sale becomes a final order.
The sale is without any representations or warranties other than
those contained in the Agreement, and is subject to overbid. The
general partner of the Partnership has consented to the proposed
sale, and the owners of CA Express have similarly give their
consent to the proposed sale.
The sale is also subject to the right of first refusal held by the
other partners. In particular, the partnership agreement for the
Partnership requires that after obtaining the general partner's
written consent to the proposed sale, the selling partners must
give the other partner(s) a complete copy of the offer, after which
the non-selling partners have 30 days to give written notice of
their intention to exercise their right of first refusal. The
other partners have waived the right of first refusal with respect
to the Buyer, but have not yet agreed to waive it with respect to
any overbids that may be received.
Under the Agreement and in order to ensure that the highest and
best price is received, the Buyer's offer is subject to overbid.
The salient terms of the Bidding Procedures are:
a. Purchase Price: The sum of at least $100,000 over the
Purchase Price, or $2,050,000.
b. Bid Deadline: Jan. 18, 2018 at 5:00 p.m. (PT)
c. Deposit: $50,000
d. The highest qualifying overbid will be transmitted on Jan.
18, 2018, to the general partner for consent and to the other
partners so that they can determine whether to exercise their right
of first refusal.
e.Auction: The auction will take place on Jan. 25, 2018, at
11:00 a.m. at or outside Courtroom 5C of the Ronald Reagan Federal
Building and United States Courthouse located at 411 West Fourth
St., Santa Ana, California.
f. Bid Increments: $25,000
g. Closing: Ten days after the Sale Order becomes a final
order to consummate the sale of the Partnership Interests
h. Break-Up Fee: $50,000
As a condition to the proposed transaction with the Buyer, the
consent of the general partner was required. The Agreement
contains a release by the selling partners of the Partnership and
the general partner from any claims, known or unknown, that relate
in any way to the Partnership or the general partner and that may
exist as of the closing date. The selling partners engaged in a
dialogue with the general partner regarding distributions owing to
them as of the date of execution of the Agreement and that may come
due to them prior to the closing date. These discussions have
resulted in the Settlement Agreement regarding pending
distributions.
As set forth in the Settlement Agreement, at the closing of the
sale of the Partnership Interests, the general partner will make a
distribution to the partners of $210,000, to be allocated based on
their respective ownership interests, so that WJA Express would
receive 50% and CA Express would receive 8%. In addition, the
parties agreed that the Partnership should make an additional
payment to the selling partners of $30,000, to be divided between
them based on their respective ownership interests in the
Partnership. Although this additional payment is not expressly
contemplated under the partnership agreement, the remaining limited
partner has consented to the general partner making this additional
payment.
There will be no further distributions to the selling partners,
including preferred interest payments of a couple thousand dollars
a month, pending the closing of the sale. Approval of the
Settlement Agreement is a condition to the sale to the Buyer, and
approval of the sale to the Buyer or a successful overbidder is
similarly a condition to the effectiveness of the Settlement
Agreement. If either agreement is not approved, then the
Settlement Agreement will be of no further force or effect and the
parties will go back to being governed by the terms of their
partnership agreement.
The Debtors ask that WJA Express be authorized to enter into the
Settlement Agreement and that the Manager be authorized to execute
it on behalf of CA Express.
Prior to February 2015, Millennium Trust served as the custodian of
the WJA Interest. In February 2015, it assigned this role to
Kingdom Trust, which now holds the WJA Interest for the benefit of
WJA Express and its creditors and owners. There is no practical or
business reason why Kingdom Trust should continue to act as
custodian. Accordingly, it is requested that any order granting
the Motion relieve Kingdom Trust of its duties as the custodian of
the WJA Interest and authorize the Manager to execute the documents
required to consummate the transactions contemplated by the
Motion.
A copy of the Agreements and the Bidding Procedures attached to the
Motion is available for free at:
http://bankrupt.com/misc/WJA_Asset_338_Sales.pdf
The Purchaser:
FAIT INSURANCE PARTNERSHIP, LLC
190 Newport Center Drive, Suite 100
Newport Beach, CA 92660
Attn: Guy Lemmon
Telephone: (949) 644-1860
Facsimile: (949) 644-1142
E-mail: guyl@mrc1.com
The Purchaser is represented by:
Fred Sainick, Esq.
SAINICK LAW, INC.
190 Newport Center Drive, Suite 200
Newport Beach, CA 92660
E-mail: Fred@sainicklaw.com
Telephone: (949) 644-9400
Facsimile: (949) 644-3999
About WJA Asset Management
Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals. Many of the existing
Funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust deeds
secured by real estate, suffered losses.
William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al. William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.
On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions. On June 6, CA Real Estate Opportunity Fund III filed
its Chapter 11 petition. The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.
Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.
WOODFORD EXPRESS: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Woodford
Express, LLC (WEX); including a B2 Corporate Family Rating (CFR), a
B2-PD Probability of Default Rating and a B2 rating to the
company's proposed $364 million senior secured term loan. The
rating outlook is stable.
Proceeds from the proposed term loan will be used to pay existing
bank debt, fund a distribution, and for future growth capital
expenditures.
"We expect Woodford Express to grow its earnings and deleverage
with modest capex needs in 2018 even as production from its two
main SCOOP customers increases," stated Arvinder Saluja, Moody's
Senior Analyst.
Ratings Assigned:
Issuer: Woodford Express, LLC
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- $364 million Term Loan, Assigned B2 (LGD4)
RATINGS RATIONALE
WEX's B2 CFR reflects the company's modest scale, high leverage,
concentrated customer base with two primary customers and reliance
on a successful ramp up in volumes on its SCOOP gathering and
processing system to reduce leverage to levels typical of single-B
rated midstream entities. The ratings are supported by largely
fee-based contracts (minimizing direct commodity price risk) that
can lead to stable cash flow generation, low working capital
requirements, and an excess cash flow sweep that will require
repayment of debt. The company is projecting it will generate 2018
EBITDA modestly over $50 million, which is comparable to similar
rated midstream companies. Its volumes sourced from the SCOOP,
where Gulfport Energy (B1, positive) and Rimrock Resources
(unrated) operate under acreage dedication agreements with WEX,
will underpin revenue growth. With WEX having started operations in
the first quarter 2015, the existing system has a limited operating
history. There are execution risks associated with WEX's volume
growth plans as they are dependent on the counterparty producers,
but its SCOOP system even in an as-is state should be able to
capture volume growth with limited additional capital expenditures.
In addition, the SCOOP has emerged as one of the most prolific
hydrocarbon producing basins and its advantaged production
economics are expected to drive ongoing development efforts in the
basin, thereby reducing the volume risk.
The proposed $364 million senior secured term loan facility is
rated B2 under the Moody's Loss Given Default Methodology. Although
the $25 million revolver (unrated and maturing five years from the
closing of the transaction) has a super priority claim to WEX's
assets, the term loan is rated the same as the CFR given the small
size of the revolver relative to the term loan. The lack of
notching relative to the CFR also reflects the fact that the debt
under the proposed credit facilities comprises all of the company's
third party debt and almost all of its liabilities. Moody's
assigned ratings assume that there will be no material variation
from the draft documentation reviewed.
WEX has adequate liquidity supported by positive cash flow from
operations and an undrawn revolving credit facility expected to be
due in early 2023. The capital expenditures for the SCOOP system
have been mostly completed. However, the term loan will require a
$50 million capex reserve account which is to be funded at the
closing of the financing. There is an excess cash flow sweep
mechanism under the credit facility that requires repayment of debt
with excess cash flow as long as the consolidated net leverage
ratio is above 4.0x. Moody's expects WEX will comply with its
expected credit facility financial covenant at least through 2018 -
a minimum debt service coverage ratio of 1.10x. The company will
have no near-term debt maturities.
The stable outlook reflects Moody's expectation that the company
will achieve its growth projections in 2018. The ratings could be
upgraded if WEX executes on its growth program, EBITDA grows
towards $100 million while leverage (Debt to EBITDA) declines below
4.5x. The ratings could be downgraded if leverage does not decline
to less than 6.5x on a sustained basis or if liquidity becomes
weak.
The principal methodology used in this rating was Midstream Energy
published in May 2017.
Woodford Express, LLC owns and operates natural gas gathering and
processing assets in the SCOOP play of Southern Oklahoma's Woodford
Shale and Springer Shale.
XCELERATED LLC: March 19 Auction of All Assets Set
--------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Xcelerated, LLC's bidding
procedures in connection with the sale of substantially all assets
to successful bidder.
The Court approved the form of the proposed notice of sale, and the
form of the Cure Note.
To be deemed a Qualified Bidder, a Potential Bidder must submit its
bid to (i) the Debtor and (ii) the Noteholder no later than 5:00
p.m. (ET) on March 14, 2018, which must include evidence of the
Potential Bidder's ability to close on a sale of the Purchased
Assets on April 16, 2018, and also a deposit submitted to the
Debtor's counsel in an amount equal to 10% of the cash amount of
the Potential Bidder's bid, which deposit will be held in escrow.
The Noteholder is automatically deemed a Qualified Bidder based on
its ability to credit bid its secured claim, and the Noteholder
will not be obligated to make any cash deposit with its credit bid.
The Debtor, in consultation with the Noteholder, may extend the
Bid Deadline once or successively, but is not obligated to do so.
The Auction will take place March 19, 2018 at 10:00 a.m. (ET) at
the offices of Bingham Greenebaum Doll LLP, 3500 PNC Tower, 101 S.
5th Street, Louisville, Kentucky. Only the Noteholder and any
other Qualified Bidders who have submitted Qualified Bids will be
eligible to participate in the Auction.
Based upon the terms of the Qualified Bids received, the level of
interest expressed as to the Purchased Assets, and such other
information as the Debtor determines is relevant, the Debtor, in
consultation with the Noteholder, will conduct the Auction in the
manner it determines will result in the highest or otherwise best
offer for the Debtor's assets. Within 24 hours of the conclusion
of the Auction, the Debtor will file a notice of the winning
bidder.
A Qualified Bid must identify which executory contracts and leases
the Debtor is to assume and assign, if any, in the sole discretion
of the party submitting such bid. To the extent practicable, the
Debtor will make reasonable efforts to assume and assign such
identified leases and executory contracts between the Debtor and
its counterparties, subject to the requirements of the Cure Notice
and other applicable provisions of the Code. The determination by
the Debtor and the Noteholder of which Qualified Bid is the highest
and best offer will be made without respect to whether the bid
proposes the assumption and assignment of any such executory
contracts or leases.
The Bankruptcy Court will schedule a hearing to approve the sale by
separate order. The hearing to approve the sale will be scheduled
after March 31, 2018 and before April 16, 2018.
A notice of the sale and Bidding Procedures must be served upon all
parties-in-interest. All parties-in-interest will retain the right
to object to the relief requested by the Sale Motion to the extent
not expressly granted in the Order no later than March 31, 2018.
A copy of the Bidding Procedures and the Sale Notice attached to
the Motion is available for free at:
http://bankrupt.com/misc/Xcelerated_LLC_105_Sales.pdf
About Xcelerated LLC
Xcelerated, LLC -- http://www.xcelerated.com-- is a provider of
data hygiene and data enhancement services including Black Book,
Blue Book, C.A.R.S. and AutoVINdication.
Xcelerated sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Ky. Case No. 17-20886) on June 29, 2017. Pam
Lang, its managing member, signed the petition.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of $1 million to $10 million.
The Hon. Gregory R. Schaaf presides over the case.
Bingham Greenebaum Doll LLP is the Debtor's bankruptcy counsel.
[*] Cornyn, Warren Launch Bill to Prevent Bankruptcy Forum-Shopping
-------------------------------------------------------------------
U.S. Senators John Cornyn (R-TX) and Elizabeth Warren (D-MA) on
Jan. 8, 2018, introduced the Bankruptcy Venue Reform Act of 2017 to
ensure corporations file for bankruptcy in districts that allow
small businesses, employees, retirees, creditors, and other
stakeholders to fully participate in cases that will have
tremendous impacts on their lives.
"Closing the loophole that allows corporations to 'forum shop' for
districts sympathetic to their interests will strengthen the
integrity of the bankruptcy system and build public confidence,"
Sen. Cornyn said. "I urge my colleagues to support this
bipartisan, common-sense solution to ensure equal access to the
courts in bankruptcy proceedings."
"Workers, creditors, and consumers lose when corporations
manipulate the system to file for bankruptcy wherever they please,"
said Sen. Warren. "I'm glad to work with Senator Cornyn to prevent
big companies from cherry-picking courts that they think will rule
in their favor and to crack down on this corporate abuse of our
nation’s bankruptcy laws."
Background:
The Bankruptcy Venue Reform Act of 2017 would prevent the practice
of forum shopping in Chapter 11 bankruptcy cases and ensure
fairness in the bankruptcy system by:
* Requiring individual debtors to file for bankruptcy in the
district where their domicile, residence, or principal assets in
the United States is located;
* Requiring corporate debtors to file for bankruptcy in the
district where their principal assets or principal place of
business in the United States is located;
-- Corporate debtors would no longer be permitted to file
simply on the basis of their state of incorporation.
* Stopping debtors from filing for bankruptcy in another
district simply because an affiliate of the debtor has filed there;
and
* Requiring that courts transfer or dismiss cases filed in the
wrong district.
The Bankruptcy Venue Reform Act of 2017 is endorsed by the
Commercial Law League, Texas Bankruptcy Bar Association, Texas
Hotel & Lodging Association, Boston Bar Association, Ag & Business
Legal Strategies, and Iowa Bankers Association.
Katy Stech Ferek, writing for The Wall Street Journal Pro
Bankruptcy, reported that the bill, if passed, would mark one of
the biggest shifts in corporate bankruptcy history, sending cases
to courts across the country.
For years, the existing rule has put nearly all of the
headline-grabbing bankruptcy work in Manhattan, the epicenter of
the bankruptcy bar, and in Delaware, where many U.S. businesses are
incorporated, the report pointed out.
Academics, legal professionals and some judges have criticized the
ability of companies to pick where they file, framing it as an
access-to-justice issue, the report said. Banning that selection,
called forum shopping, would give a louder voice to lower-profile
stakeholders in bankruptcy cases, including employees, businesses
owed small sums of money and retirees, the report added.
[*] Henderson Franklin's Rivera Recognized in ABI's 40 Under 40
---------------------------------------------------------------
Henderson, Franklin, Starnes & Holt, P.A. said Jan. 7, 2018, that
that Attorney Luis E. Rivera, II was nationally recognized by the
American Bankruptcy Institute's ("ABI") in Palm Springs,
California, in December. He was named an emerging leader in ABI's
inaugural "40 Under 40" initiative. The initiative was launched
this year to identify 40 of the top insolvency industry
professionals under the age of 40.
Mr. Rivera is a Certified Specialist in Business and Consumer
Bankruptcy by the American Board of Certification, one of only
twelve attorneys in Florida who hold these dual certifications. He
has broad experience in business litigation, bankruptcy, creditors'
rights and insolvency counseling. In addition to his law practice,
Mr. Rivera serves as a U.S. Bankruptcy Trustee. As a trustee, he
is routinely involved in the liquidation of business enterprises,
including the recovery and sale of assets; the investigation,
development, and prosecution of litigation to recover funds for
creditors; and the reconciliation and payment of claims held by
creditors.
Mr. Rivera is AV-rated by Martindale-Hubbell and has been
recognized by Florida Super Lawyers magazine every year since 2009.
He also was honored by the Southwest Florida Bankruptcy Bar as the
recipient of the Alexander L. Paskay Professionalism Award in
2015.
Mr. Rivera received his undergraduate degree from Loyola University
in New Orleans (B.A., magna cum laude, 2001) and his law degree
from Washington and Lee University School of Law (J.D., 2005). He
can be reached at luis.rivera@henlaw.com
With more than 12,000 members, the ABI is the largest
multi-disciplinary, nonpartisan organization dedicated to research
and education on matters related to insolvency. ABI was founded in
1982 to provide Congress and the public with unbiased analysis of
bankruptcy issues.
Henderson Franklin -- http://www.henlaw.com/-- is a locally-based
law firm between Tampa and Miami with over 55 attorneys dedicated
to providing a wide range of legal services in the areas of
business and tax planning, estate planning, family law, business
and civil litigation, eminent domain, intellectual property,
workers' compensation, employment law, real estate, and land use
and environmental law. Since 1924, Henderson Franklin has been
assisting clients to build their homes, businesses, and communities
in Southwest Florida. H enderson Franklin operates offices in Fort
Myers, Bonita Springs, Naples and Sanibel Island.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 94.0 (54.4) (32.8)
ABSOLUTE SOFTWRE OU1 GR 94.0 (54.4) (32.8)
ABSOLUTE SOFTWRE ABT CN 94.0 (54.4) (32.8)
ABSOLUTE SOFTWRE ABT2EUR EU 94.0 (54.4) (32.8)
AGENUS INC AGEN US 149.3 (51.6) 29.9
AIMIA INC GAPFF US 4,260.0 (20.8) (1,176.3)
AIMIA INC AIM CN 4,260.0 (20.8) (1,176.3)
ALTAIR ENGINEE-A ALTR US 301.5 (60.2) (92.4)
ALTAIR ENGINEE-A 8A2 QT 301.5 (60.2) (92.4)
ALTAIR ENGINEE-A 8A2 GR 301.5 (60.2) (92.4)
ALTAIR ENGINEE-A ALTREUR EU 301.5 (60.2) (92.4)
ALTAIR ENGINEE-A 8A2 TH 301.5 (60.2) (92.4)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYRIS INC AMRS US 138.6 (190.4) (5.7)
AMYRIS INC 3A01 GR 138.6 (190.4) (5.7)
APOLLO MEDICAL H AMEH US 41.2 (7.3) (7.0)
ARSANIS INC ASNS US 7.6 (16.7) (6.3)
ASPEN TECHNOLOGY AZPN US 202.7 (267.5) (327.7)
ASPEN TECHNOLOGY AST GR 202.7 (267.5) (327.7)
ASPEN TECHNOLOGY AST TH 202.7 (267.5) (327.7)
ASPEN TECHNOLOGY AZPNEUR EU 202.7 (267.5) (327.7)
ASPEN TECHNOLOGY AST QT 202.7 (267.5) (327.7)
ATLATSA RESOURCE ATL SJ 193.5 (142.5) (46.4)
AUTOZONE INC AZO US 9,397.1 (1,525.1) (350.4)
AUTOZONE INC AZ5 TH 9,397.1 (1,525.1) (350.4)
AUTOZONE INC AZ5 GR 9,397.1 (1,525.1) (350.4)
AUTOZONE INC AZOEUR EU 9,397.1 (1,525.1) (350.4)
AUTOZONE INC AZ5 QT 9,397.1 (1,525.1) (350.4)
AUTOZONE INC AZOUSD EU 9,397.1 (1,525.1) (350.4)
AVAYA HOLDINGS C AVYA US 5,898.0 (5,013.0) (96.0)
AVID TECHNOLOGY AVID US 225.3 (270.4) (78.0)
AVID TECHNOLOGY AVD GR 225.3 (270.4) (78.0)
AXIM BIOTECHNOLO AXIM US 3.3 (4.9) (3.5)
BENEFITFOCUS INC BNFT US 171.2 (37.0) 7.0
BENEFITFOCUS INC BTF GR 171.2 (37.0) 7.0
BIOHAVEN PHARMAC BHVN US 184.7 156.2 157.4
BIOHAVEN PHARMAC 2VN GR 184.7 156.2 157.4
BIOHAVEN PHARMAC BHVNEUR EU 184.7 156.2 157.4
BIOHAVEN PHARMAC 2VN TH 184.7 156.2 157.4
BIOHAVEN PHARMAC 2VN QT 184.7 156.2 157.4
BIOTRICITY INC BTCY US 0.7 (0.1) (0.1)
BLACKSTAR ENTERP BEGI US 6.3 (4.7) (5.2)
BLUE BIRD CORP BLBD US 295.8 (58.5) 21.7
BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4)
BOMBARDIER INC-B BBDBN MM 23,709.0 (3,623.0) 103.0
BRINKER INTL EAT US 1,368.6 (539.0) (273.5)
BRINKER INTL BKJ GR 1,368.6 (539.0) (273.5)
BRINKER INTL BKJ QT 1,368.6 (539.0) (273.5)
BRINKER INTL EAT2EUR EU 1,368.6 (539.0) (273.5)
BROOKFIELD REAL BRE CN 95.0 (31.1) 3.0
BRP INC/CA-SUB V DOO CN 2,575.8 (98.6) 91.1
BRP INC/CA-SUB V B15A GR 2,575.8 (98.6) 91.1
BRP INC/CA-SUB V BRPIF US 2,575.8 (98.6) 91.1
BUFFALO COAL COR BUC SJ 49.8 (22.9) (20.1)
BURLINGTON STORE BURL US 2,843.4 (110.5) 22.8
BURLINGTON STORE BUI GR 2,843.4 (110.5) 22.8
BURLINGTON STORE BURL* MM 2,843.4 (110.5) 22.8
BURLINGTON STORE BURLEUR EU 2,843.4 (110.5) 22.8
CADIZ INC CDZI US 68.9 (76.3) 7.6
CADIZ INC 2ZC GR 68.9 (76.3) 7.6
CAESARS ENTERTAI CZR US 14,353.0 (3,815.0) (5,099.0)
CAESARS ENTERTAI C08 GR 14,353.0 (3,815.0) (5,099.0)
CAESARS ENTERTAI CZREUR EU 14,353.0 (3,815.0) (5,099.0)
CALIFORNIA RESOU CRC US 6,183.0 (574.0) (294.0)
CALIFORNIA RESOU 1CLB GR 6,183.0 (574.0) (294.0)
CALIFORNIA RESOU CRCEUR EU 6,183.0 (574.0) (294.0)
CALIFORNIA RESOU 1CL TH 6,183.0 (574.0) (294.0)
CALIFORNIA RESOU 1CLB QT 6,183.0 (574.0) (294.0)
CAMBIUM LEARNING ABCD US 155.0 (45.0) (55.0)
CAREDX INC CDNA US 75.1 (0.2) (14.0)
CAREDX INC 1K9 GR 75.1 (0.2) (14.0)
CASELLA WASTE WA3 GR 592.4 (60.5) (1.4)
CASELLA WASTE CWST US 592.4 (60.5) (1.4)
CASELLA WASTE WA3 TH 592.4 (60.5) (1.4)
CASELLA WASTE CWSTEUR EU 592.4 (60.5) (1.4)
CHENIERE EN PART CQH US 0.8 (0.1) (0.1)
CHENIERE EN PART CE4 GR 0.8 (0.1) (0.1)
CHESAPEAKE ENERG CHK US 11,981.0 (704.0) (1,040.0)
CHESAPEAKE ENERG CS1 GR 11,981.0 (704.0) (1,040.0)
CHESAPEAKE ENERG CS1 TH 11,981.0 (704.0) (1,040.0)
CHESAPEAKE ENERG CHK* MM 11,981.0 (704.0) (1,040.0)
CHESAPEAKE ENERG CS1 QT 11,981.0 (704.0) (1,040.0)
CHESAPEAKE ENERG CHKEUR EU 11,981.0 (704.0) (1,040.0)
CHOICE HOTELS CZH GR 961.2 (200.4) 182.3
CHOICE HOTELS CHH US 961.2 (200.4) 182.3
CINCINNATI BELL CBB US 1,457.3 (133.5) 5.1
CINCINNATI BELL CIB1 GR 1,457.3 (133.5) 5.1
CINCINNATI BELL CBBEUR EU 1,457.3 (133.5) 5.1
CLEAR CHANNEL-A C7C GR 5,580.5 (1,284.2) 337.6
CLEAR CHANNEL-A CCO US 5,580.5 (1,284.2) 337.6
CLEVELAND-CLIFFS CVA GR 1,923.3 (833.1) 373.6
CLEVELAND-CLIFFS CVA TH 1,923.3 (833.1) 373.6
CLEVELAND-CLIFFS CLF US 1,923.3 (833.1) 373.6
CLEVELAND-CLIFFS CLF* MM 1,923.3 (833.1) 373.6
CLEVELAND-CLIFFS CVA QT 1,923.3 (833.1) 373.6
CLEVELAND-CLIFFS CLF2EUR EU 1,923.3 (833.1) 373.6
COGENT COMMUNICA CCOI US 729.9 (80.1) 236.8
COGENT COMMUNICA OGM1 GR 729.9 (80.1) 236.8
CONSUMER CAPITAL CCGN US 5.2 (2.5) (2.6)
CPI CARD GROUP I PMTSEUR EU 251.5 (105.6) 52.9
DELEK LOGISTICS DKL US 422.9 (25.8) 5.5
DELEK LOGISTICS D6L GR 422.9 (25.8) 5.5
DENNY'S CORP DE8 GR 309.2 (97.6) (45.4)
DENNY'S CORP DENN US 309.2 (97.6) (45.4)
DEX MEDIA INC DMDA US 1,419.0 (1,284.0) (1,999.0)
DINEEQUITY INC DIN US 1,641.2 (216.7) 79.9
DINEEQUITY INC IHP GR 1,641.2 (216.7) 79.9
DOLLARAMA INC DOL CN 1,948.8 (15.3) 363.2
DOLLARAMA INC DLMAF US 1,948.8 (15.3) 363.2
DOLLARAMA INC DR3 GR 1,948.8 (15.3) 363.2
DOLLARAMA INC DOLEUR EU 1,948.8 (15.3) 363.2
DOLLARAMA INC DR3 TH 1,948.8 (15.3) 363.2
DOLLARAMA INC DR3 QT 1,948.8 (15.3) 363.2
DOMINO'S PIZZA EZV TH 816.2 (2,765.3) 194.1
DOMINO'S PIZZA EZV GR 816.2 (2,765.3) 194.1
DOMINO'S PIZZA DPZ US 816.2 (2,765.3) 194.1
DOMINO'S PIZZA EZV QT 816.2 (2,765.3) 194.1
DUN & BRADSTREET DB5 GR 2,301.0 (857.3) (71.7)
DUN & BRADSTREET DB5 TH 2,301.0 (857.3) (71.7)
DUN & BRADSTREET DNB US 2,301.0 (857.3) (71.7)
DUN & BRADSTREET DB5 QT 2,301.0 (857.3) (71.7)
DUN & BRADSTREET DNB1EUR EU 2,301.0 (857.3) (71.7)
DUNKIN' BRANDS G 2DB GR 3,139.3 (174.1) 157.8
DUNKIN' BRANDS G DNKN US 3,139.3 (174.1) 157.8
DUNKIN' BRANDS G 2DB TH 3,139.3 (174.1) 157.8
DUNKIN' BRANDS G 2DB QT 3,139.3 (174.1) 157.8
DUNKIN' BRANDS G DNKNEUR EU 3,139.3 (174.1) 157.8
EGAIN CORP EGAN US 36.9 (9.8) (11.9)
ERIN ENERGY CORP ERN SJ 229.5 (359.3) (310.8)
EVERI HOLDINGS I EVRI US 1,425.6 (123.8) (5.1)
EVERI HOLDINGS I G2C GR 1,425.6 (123.8) (5.1)
EVERI HOLDINGS I EVRIEUR EU 1,425.6 (123.8) (5.1)
FERRELLGAS-LP FEG GR 1,705.0 (793.3) (272.3)
FERRELLGAS-LP FGP US 1,705.0 (793.3) (272.3)
FORESCOUT TECHNO FSCT US 164.3 (65.8) (9.0)
FORESCOUT TECHNO F1O GR 164.3 (65.8) (9.0)
FORESCOUT TECHNO FSCTEUR EU 164.3 (65.8) (9.0)
FORESCOUT TECHNO F1O QT 164.3 (65.8) (9.0)
GAMCO INVESTO-A GBL US 231.0 (104.5) -
GEN COMM-A GC1 GR 2,063.3 (2.7) 45.3
GEN COMM-A GNCMA US 2,063.3 (2.7) 45.3
GEN COMM-A GNCMAEUR EU 2,063.3 (2.7) 45.3
GEN COMM-B GNCMB US 2,063.3 (2.7) 45.3
GENERAL CANNABIS CANN US 2.8 (6.1) (8.1)
GNC HOLDINGS INC GNC US 1,969.0 (24.7) 441.6
GNC HOLDINGS INC GNC* MM 1,969.0 (24.7) 441.6
GOGO INC GOGO US 1,362.9 (155.5) 322.8
GOGO INC G0G GR 1,362.9 (155.5) 322.8
GOGO INC G0G QT 1,362.9 (155.5) 322.8
GREEN PLAINS PAR GPP US 92.8 (64.3) 5.0
GREEN PLAINS PAR 8GP GR 92.8 (64.3) 5.0
H&R BLOCK INC HRB US 1,716.6 (412.8) 51.4
H&R BLOCK INC HRB GR 1,716.6 (412.8) 51.4
H&R BLOCK INC HRB TH 1,716.6 (412.8) 51.4
H&R BLOCK INC HRB QT 1,716.6 (412.8) 51.4
H&R BLOCK INC HRBEUR EU 1,716.6 (412.8) 51.4
HCA HEALTHCARE I 2BH GR 35,731.0 (5,066.0) 3,837.0
HCA HEALTHCARE I HCA US 35,731.0 (5,066.0) 3,837.0
HCA HEALTHCARE I 2BH TH 35,731.0 (5,066.0) 3,837.0
HCA HEALTHCARE I 2BH QT 35,731.0 (5,066.0) 3,837.0
HCA HEALTHCARE I HCAEUR EU 35,731.0 (5,066.0) 3,837.0
HORTONWORKS INC HDP US 211.4 (51.1) (31.0)
HORTONWORKS INC 14K GR 211.4 (51.1) (31.0)
HORTONWORKS INC 14K QT 211.4 (51.1) (31.0)
HORTONWORKS INC HDPEUR EU 211.4 (51.1) (31.0)
HOVNANIAN ENT-A HOV US 1,900.9 (460.4) 1,012.7
HP COMPANY-BDR HPQB34 BZ 32,913.0 (3,408.0) (94.0)
HP INC HPQ* MM 32,913.0 (3,408.0) (94.0)
HP INC HPQ US 32,913.0 (3,408.0) (94.0)
HP INC 7HP TH 32,913.0 (3,408.0) (94.0)
HP INC 7HP GR 32,913.0 (3,408.0) (94.0)
HP INC HPQ TE 32,913.0 (3,408.0) (94.0)
HP INC HPQ CI 32,913.0 (3,408.0) (94.0)
HP INC HPQ SW 32,913.0 (3,408.0) (94.0)
HP INC HWP QT 32,913.0 (3,408.0) (94.0)
HP INC HPQCHF EU 32,913.0 (3,408.0) (94.0)
HP INC HPQUSD EU 32,913.0 (3,408.0) (94.0)
HP INC HPQUSD SW 32,913.0 (3,408.0) (94.0)
HP INC HPQEUR EU 32,913.0 (3,408.0) (94.0)
IDEXX LABS IDXX US 1,669.3 (48.4) (53.8)
IDEXX LABS IX1 GR 1,669.3 (48.4) (53.8)
IDEXX LABS IX1 TH 1,669.3 (48.4) (53.8)
IDEXX LABS IX1 QT 1,669.3 (48.4) (53.8)
IDEXX LABS IDXX AV 1,669.3 (48.4) (53.8)
IMMUNOGEN INC IMU GR 225.7 (111.3) 133.3
IMMUNOGEN INC IMGN US 225.7 (111.3) 133.3
IMMUNOGEN INC IMU TH 225.7 (111.3) 133.3
IMMUNOGEN INC IMU QT 225.7 (111.3) 133.3
IMMUNOGEN INC IMGNEUR EU 225.7 (111.3) 133.3
IMMUNOMEDICS INC IMMU US 153.4 (67.4) (52.0)
IMMUNOMEDICS INC IM3 GR 153.4 (67.4) (52.0)
IMMUNOMEDICS INC IM3 TH 153.4 (67.4) (52.0)
IMMUNOMEDICS INC IM3 QT 153.4 (67.4) (52.0)
INNOVIVA INC INVA US 391.0 (223.0) 187.6
INNOVIVA INC HVE GR 391.0 (223.0) 187.6
INNOVIVA INC INVAEUR EU 391.0 (223.0) 187.6
INSPIRED ENTERTA INSE US 219.0 (2.3) 2.0
INSTRUCTURE INC INST US 135.5 (10.9) (24.0)
INSTRUCTURE INC 1IN GR 135.5 (10.9) (24.0)
IRONWOOD PHARMAC I76 GR 625.1 (17.6) 249.6
IRONWOOD PHARMAC IRWD US 625.1 (17.6) 249.6
IRONWOOD PHARMAC I76 TH 625.1 (17.6) 249.6
IRONWOOD PHARMAC I76 QT 625.1 (17.6) 249.6
IRONWOOD PHARMAC IRWDEUR EU 625.1 (17.6) 249.6
JACK IN THE BOX JBX GR 1,228.4 (388.0) (122.7)
JACK IN THE BOX JACK US 1,228.4 (388.0) (122.7)
JACK IN THE BOX JACK1EUR EU 1,228.4 (388.0) (122.7)
JACK IN THE BOX JBX QT 1,228.4 (388.0) (122.7)
JUST ENERGY GROU JE US 1,276.8 (268.4) (183.6)
JUST ENERGY GROU 1JE GR 1,276.8 (268.4) (183.6)
JUST ENERGY GROU JE CN 1,276.8 (268.4) (183.6)
L BRANDS INC LTD GR 7,816.0 (1,119.0) 911.0
L BRANDS INC LTD TH 7,816.0 (1,119.0) 911.0
L BRANDS INC LB US 7,816.0 (1,119.0) 911.0
L BRANDS INC LBEUR EU 7,816.0 (1,119.0) 911.0
L BRANDS INC LB* MM 7,816.0 (1,119.0) 911.0
L BRANDS INC LTD QT 7,816.0 (1,119.0) 911.0
L BRANDS INC LBUSD EU 7,816.0 (1,119.0) 911.0
LAMB WESTON LW US 2,714.9 (474.9) 357.8
LAMB WESTON 0L5 GR 2,714.9 (474.9) 357.8
LAMB WESTON LW-WEUR EU 2,714.9 (474.9) 357.8
LAMB WESTON 0L5 TH 2,714.9 (474.9) 357.8
LAMB WESTON 0L5 QT 2,714.9 (474.9) 357.8
LANTHEUS HOLDING LNTH US 281.0 (77.9) 90.5
LANTHEUS HOLDING 0L8 GR 281.0 (77.9) 90.5
LIVEXLIVE MEDIA LIVX US 4.1 (3.9) (7.5)
MCDONALDS - BDR MCDC34 BZ 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MDO TH 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCD TE 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MDO GR 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCD* MM 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCD US 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCD SW 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCD CI 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MDO QT 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCDCHF EU 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCDUSD EU 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCDUSD SW 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCDEUR EU 32,559.6 (3,477.6) 1,050.1
MCDONALDS CORP MCD AV 32,559.6 (3,477.6) 1,050.1
MCDONALDS-CEDEAR MCD AR 32,559.6 (3,477.6) 1,050.1
MDC PARTNERS-A MDCA US 1,617.8 (328.8) (220.3)
MDC PARTNERS-A MD7A GR 1,617.8 (328.8) (220.3)
MDC PARTNERS-A MDCAEUR EU 1,617.8 (328.8) (220.3)
MEDLEY MANAGE-A MDLY US 135.5 (11.6) 35.7
MICHAELS COS INC MIK US 2,306.1 (1,732.8) 482.5
MICHAELS COS INC MIM GR 2,306.1 (1,732.8) 482.5
MIRAGEN THERAPEU MGEN US 47.1 39.0 39.9
MIRAGEN THERAPEU 1S1 GR 47.1 39.0 39.9
MIRAGEN THERAPEU SGNLEUR EU 47.1 39.0 39.9
MOGO FINANCE TEC MOGO CN 107.0 (6.1) 81.9
MONEYGRAM INTERN MGI US 4,546.1 (184.0) (66.1)
MONEYGRAM INTERN 9M1N GR 4,546.1 (184.0) (66.1)
MONEYGRAM INTERN 9M1N QT 4,546.1 (184.0) (66.1)
MONEYGRAM INTERN 9M1N TH 4,546.1 (184.0) (66.1)
MONEYGRAM INTERN MGIEUR EU 4,546.1 (184.0) (66.1)
MONEYGRAM INTERN MGIUSD EU 4,546.1 (184.0) (66.1)
MOODY'S CORP DUT GR 8,304.9 (156.8) 296.2
MOODY'S CORP MCO US 8,304.9 (156.8) 296.2
MOODY'S CORP DUT TH 8,304.9 (156.8) 296.2
MOODY'S CORP MCOEUR EU 8,304.9 (156.8) 296.2
MOODY'S CORP DUT QT 8,304.9 (156.8) 296.2
MOSAIC A-CLASS A MOSC US 0.6 (0.0) (0.0)
MOSAIC ACQUISITI MOSC/U US 0.6 (0.0) (0.0)
MOTOROLA SOLUTIO MTLA GR 8,618.0 (818.0) 773.0
MOTOROLA SOLUTIO MTLA TH 8,618.0 (818.0) 773.0
MOTOROLA SOLUTIO MSI US 8,618.0 (818.0) 773.0
MOTOROLA SOLUTIO MOT TE 8,618.0 (818.0) 773.0
MOTOROLA SOLUTIO MTLA QT 8,618.0 (818.0) 773.0
MOTOROLA SOLUTIO MSI1EUR EU 8,618.0 (818.0) 773.0
MSG NETWORKS- A MSGN US 819.5 (902.7) 193.1
MSG NETWORKS- A 1M4 GR 819.5 (902.7) 193.1
MSG NETWORKS- A 1M4 TH 819.5 (902.7) 193.1
MSG NETWORKS- A 1M4 QT 819.5 (902.7) 193.1
MSG NETWORKS- A MSGNEUR EU 819.5 (902.7) 193.1
NATHANS FAMOUS NATH US 84.5 (60.4) 63.8
NATHANS FAMOUS NFA GR 84.5 (60.4) 63.8
NATIONAL CINEMED XWM GR 1,153.4 (61.9) 70.0
NATIONAL CINEMED NCMI US 1,153.4 (61.9) 70.0
NATIONAL CINEMED NCMIEUR EU 1,153.4 (61.9) 70.0
NAVISTAR INTL IHR GR 6,135.0 (4,574.0) 515.0
NAVISTAR INTL NAV US 6,135.0 (4,574.0) 515.0
NAVISTAR INTL IHR TH 6,135.0 (4,574.0) 515.0
NAVISTAR INTL IHR QT 6,135.0 (4,574.0) 515.0
NAVISTAR INTL NAVEUR EU 6,135.0 (4,574.0) 515.0
NEW ENG RLTY-LP NEN US 237.8 (32.4) -
NXCHAIN INC NXCN US 0.0 (0.3) (0.3)
NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7)
PAPA JOHN'S INTL PZZA US 550.9 (39.4) 29.5
PAPA JOHN'S INTL PP1 GR 550.9 (39.4) 29.5
PHILIP MORRIS IN PM1EUR EU 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PMI SW 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PM1 TE 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN 4I1 TH 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PM1CHF EU 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN 4I1 GR 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PM US 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PM FP 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PM1 EU 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PMI1 IX 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PMI EB 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN 4I1 QT 41,951.0 (9,633.0) 2,345.0
PHILIP MORRIS IN PM LN 41,951.0 (9,633.0) 2,345.0
PINNACLE ENTERTA PNK US 3,926.3 (343.8) (90.2)
PINNACLE ENTERTA 65P GR 3,926.3 (343.8) (90.2)
PLANET FITNESS-A PLNT US 1,366.0 (139.6) 49.0
PLANET FITNESS-A 3PL TH 1,366.0 (139.6) 49.0
PLANET FITNESS-A 3PL GR 1,366.0 (139.6) 49.0
PLANET FITNESS-A 3PL QT 1,366.0 (139.6) 49.0
PLANET FITNESS-A PLNT1EUR EU 1,366.0 (139.6) 49.0
POWIN ENERGY COR PWON US 25.1 (4.7) (20.4)
PROCESSA PHARMAC PCSAD US 0.1 (0.0) (0.0)
PROS HOLDINGS IN PH2 GR 292.6 (35.4) 105.8
PROS HOLDINGS IN PRO US 292.6 (35.4) 105.8
QUANTUM CORP QNT2 GR 211.2 (124.3) (48.3)
QUANTUM CORP QNT1 TH 211.2 (124.3) (48.3)
QUANTUM CORP QTM US 211.2 (124.3) (48.3)
QUANTUM CORP QTM1EUR EU 211.2 (124.3) (48.3)
QUANTUM CORP QNT1 QT 211.2 (124.3) (48.3)
REATA PHARMACE-A RETA US 160.4 (132.4) 108.2
REATA PHARMACE-A 2R3 GR 160.4 (132.4) 108.2
REATA PHARMACE-A RETAEUR EU 160.4 (132.4) 108.2
REGAL ENTERTAI-A RGC US 2,672.2 (855.2) (59.1)
REGAL ENTERTAI-A RETA GR 2,672.2 (855.2) (59.1)
REGAL ENTERTAI-A RGC* MM 2,672.2 (855.2) (59.1)
REGAL ENTERTAI-A RGCEUR EU 2,672.2 (855.2) (59.1)
REMARK HOLD INC 3SWN GR 109.7 (9.4) (58.2)
REMARK HOLD INC MARK US 109.7 (9.4) (58.2)
REMARK HOLD INC MARKEUR EU 109.7 (9.4) (58.2)
RESOLUTE ENERGY R21 GR 792.3 (73.8) (109.3)
RESOLUTE ENERGY REN US 792.3 (73.8) (109.3)
RESOLUTE ENERGY RENEUR EU 792.3 (73.8) (109.3)
REVLON INC-A REV US 3,167.8 (701.9) 241.5
REVLON INC-A RVL1 GR 3,167.8 (701.9) 241.5
REVLON INC-A RVL1 TH 3,167.8 (701.9) 241.5
REVLON INC-A REVEUR EU 3,167.8 (701.9) 241.5
RH RH US 1,801.6 (25.3) 219.2
RH RS1 GR 1,801.6 (25.3) 219.2
RH RH* MM 1,801.6 (25.3) 219.2
RH RHEUR EU 1,801.6 (25.3) 219.2
ROKU INC ROKU US 225.5 (42.8) 52.0
ROKU INC R35 GR 225.5 (42.8) 52.0
ROKU INC R35 QT 225.5 (42.8) 52.0
ROKU INC ROKUEUR EU 225.5 (42.8) 52.0
ROKU INC R35 TH 225.5 (42.8) 52.0
ROSETTA STONE IN RST US 196.8 (1.4) (58.1)
ROSETTA STONE IN RS8 GR 196.8 (1.4) (58.1)
ROSETTA STONE IN RST1EUR EU 196.8 (1.4) (58.1)
RR DONNELLEY & S DLLN GR 3,956.7 (163.0) 740.3
RR DONNELLEY & S RRD US 3,956.7 (163.0) 740.3
RR DONNELLEY & S DLLN TH 3,956.7 (163.0) 740.3
RR DONNELLEY & S RRDEUR EU 3,956.7 (163.0) 740.3
RYERSON HOLDING RYI US 1,817.3 (14.4) 731.7
RYERSON HOLDING 7RY TH 1,817.3 (14.4) 731.7
RYERSON HOLDING 7RY GR 1,817.3 (14.4) 731.7
SALLY BEAUTY HOL SBH US 2,123.1 (363.6) 595.9
SALLY BEAUTY HOL S7V GR 2,123.1 (363.6) 595.9
SANCHEZ ENERGY C SN US 2,240.1 (90.4) (43.2)
SANCHEZ ENERGY C SN* MM 2,240.1 (90.4) (43.2)
SANCHEZ ENERGY C 13S GR 2,240.1 (90.4) (43.2)
SANCHEZ ENERGY C 13S TH 2,240.1 (90.4) (43.2)
SANCHEZ ENERGY C 13S QT 2,240.1 (90.4) (43.2)
SANCHEZ ENERGY C SNEUR EU 2,240.1 (90.4) (43.2)
SAUDI AMERICAN H SAHN US 0.0 (2.6) (2.6)
SBA COMM CORP 4SB GR 7,300.5 (2,257.8) (698.6)
SBA COMM CORP SBAC US 7,300.5 (2,257.8) (698.6)
SBA COMM CORP SBJ TH 7,300.5 (2,257.8) (698.6)
SBA COMM CORP SBACEUR EU 7,300.5 (2,257.8) (698.6)
SCIENTIFIC GAM-A TJW GR 7,062.4 (1,976.5) 554.8
SCIENTIFIC GAM-A SGMS US 7,062.4 (1,976.5) 554.8
SCIENTIFIC GAM-A SGMSEUR EU 7,062.4 (1,976.5) 554.8
SEARS HOLDINGS SEE TH 8,193.0 (4,007.0) (1,112.0)
SEARS HOLDINGS SHLD US 8,193.0 (4,007.0) (1,112.0)
SIGA TECH INC SIGA US 148.7 (312.8) 27.9
SILVER SPRING NE SSNI US 316.5 (39.0) (14.9)
SILVER SPRING NE 9SI GR 316.5 (39.0) (14.9)
SILVER SPRING NE 9SI TH 316.5 (39.0) (14.9)
SILVER SPRING NE 9SI QT 316.5 (39.0) (14.9)
SILVER SPRING NE SSNIEUR EU 316.5 (39.0) (14.9)
SIRIUS XM HOLDIN SIRI US 8,652.4 (1,050.1) (2,186.3)
SIRIUS XM HOLDIN RDO TH 8,652.4 (1,050.1) (2,186.3)
SIRIUS XM HOLDIN RDO GR 8,652.4 (1,050.1) (2,186.3)
SIRIUS XM HOLDIN RDO QT 8,652.4 (1,050.1) (2,186.3)
SIRIUS XM HOLDIN SIRIEUR EU 8,652.4 (1,050.1) (2,186.3)
SIRIUS XM HOLDIN SIRI AV 8,652.4 (1,050.1) (2,186.3)
SIRIUS XM HOLDIN SIRIUSD EU 8,652.4 (1,050.1) (2,186.3)
SIX FLAGS ENTERT SIX US 2,528.3 (67.7) (70.3)
SIX FLAGS ENTERT 6FE GR 2,528.3 (67.7) (70.3)
SIX FLAGS ENTERT SIXEUR EU 2,528.3 (67.7) (70.3)
SOLARWINDOW TECH WNDW US 0.8 (3.6) 0.5
SOLARWINDOW TECH 2N0N GR 0.8 (3.6) 0.5
SONIC CORP SONC US 552.9 (237.3) 38.7
SONIC CORP SO4 GR 552.9 (237.3) 38.7
SONIC CORP SONCEUR EU 552.9 (237.3) 38.7
STRAIGHT PATH-B STRP US 10.1 (20.3) (13.5)
STRAIGHT PATH-B 5I0 GR 10.1 (20.3) (13.5)
SYNTEL INC SYNT US 461.0 (63.6) 142.3
SYNTEL INC SYE GR 461.0 (63.6) 142.3
SYNTEL INC SYE TH 461.0 (63.6) 142.3
SYNTEL INC SYE QT 461.0 (63.6) 142.3
SYNTEL INC SYNT1EUR EU 461.0 (63.6) 142.3
SYNTEL INC SYNT* MM 461.0 (63.6) 142.3
TAILORED BRANDS TLRD US 2,111.3 (15.0) 735.6
TAILORED BRANDS WRMA GR 2,111.3 (15.0) 735.6
TAILORED BRANDS TLRD* MM 2,111.3 (15.0) 735.6
TAUBMAN CENTERS TU8 GR 4,108.0 (148.8) -
TAUBMAN CENTERS TCO US 4,108.0 (148.8) -
TINTRI INC TNTR US 100.9 (68.4) 3.5
TRANSDIGM GROUP T7D GR 9,975.7 (2,951.2) 1,262.6
TRANSDIGM GROUP TDG US 9,975.7 (2,951.2) 1,262.6
TRANSDIGM GROUP TDGCHF EU 9,975.7 (2,951.2) 1,262.6
TRANSDIGM GROUP T7D QT 9,975.7 (2,951.2) 1,262.6
TRANSDIGM GROUP TDGEUR EU 9,975.7 (2,951.2) 1,262.6
ULTRA PETROLEUM UPL US 1,862.1 (1,257.8) (157.3)
ULTRA PETROLEUM UPL1EUR EU 1,862.1 (1,257.8) (157.3)
ULTRA PETROLEUM UPM1 GR 1,862.1 (1,257.8) (157.3)
ULTRA PETROLEUM UPM1 TH 1,862.1 (1,257.8) (157.3)
ULTRA PETROLEUM UPM1 QT 1,862.1 (1,257.8) (157.3)
UNISYS CORP UISCHF EU 2,296.9 (1,649.9) 340.6
UNISYS CORP UISEUR EU 2,296.9 (1,649.9) 340.6
UNISYS CORP UIS US 2,296.9 (1,649.9) 340.6
UNISYS CORP UIS1 SW 2,296.9 (1,649.9) 340.6
UNISYS CORP USY1 TH 2,296.9 (1,649.9) 340.6
UNISYS CORP USY1 GR 2,296.9 (1,649.9) 340.6
UNISYS CORP USY1 QT 2,296.9 (1,649.9) 340.6
UNITI GROUP INC UNIT US 4,292.2 (1,052.9) -
UNITI GROUP INC 8XC GR 4,292.2 (1,052.9) -
VALVOLINE INC VVV US 1,915.0 (117.0) 312.0
VALVOLINE INC 0V4 GR 1,915.0 (117.0) 312.0
VALVOLINE INC VVVEUR EU 1,915.0 (117.0) 312.0
VALVOLINE INC 0V4 QT 1,915.0 (117.0) 312.0
VECTOR GROUP LTD VGR GR 1,409.9 (318.2) 431.7
VECTOR GROUP LTD VGR US 1,409.9 (318.2) 431.7
VECTOR GROUP LTD VGR QT 1,409.9 (318.2) 431.7
VERISIGN INC VRS TH 2,908.4 (1,229.9) 870.5
VERISIGN INC VRS GR 2,908.4 (1,229.9) 870.5
VERISIGN INC VRSN US 2,908.4 (1,229.9) 870.5
VERISIGN INC VRS QT 2,908.4 (1,229.9) 870.5
VERISIGN INC VRSNEUR EU 2,908.4 (1,229.9) 870.5
VIEWRAY INC VRAY US 88.1 (26.6) 27.9
VIEWRAY INC 6L9 GR 88.1 (26.6) 27.9
VIEWRAY INC VRAYEUR EU 88.1 (26.6) 27.9
VTV THERAPEUTI-A VTVT US 24.1 (5.7) 9.3
VTV THERAPEUTI-A 5VT GR 24.1 (5.7) 9.3
W&T OFFSHORE INC WTI US 887.4 (597.3) 34.5
W&T OFFSHORE INC UWV GR 887.4 (597.3) 34.5
WEIGHT WATCHERS WTW US 1,315.5 (1,080.7) (12.7)
WEIGHT WATCHERS WW6 GR 1,315.5 (1,080.7) (12.7)
WEIGHT WATCHERS WW6 TH 1,315.5 (1,080.7) (12.7)
WEIGHT WATCHERS WTWEUR EU 1,315.5 (1,080.7) (12.7)
WEIGHT WATCHERS WW6 QT 1,315.5 (1,080.7) (12.7)
WIDEOPENWEST INC WOW US 2,676.5 (288.3) (50.7)
WIDEOPENWEST INC WU5 GR 2,676.5 (288.3) (50.7)
WIDEOPENWEST INC WOW1EUR EU 2,676.5 (288.3) (50.7)
WIDEOPENWEST INC WU5 QT 2,676.5 (288.3) (50.7)
WINGSTOP INC WING US 121.1 (57.7) (2.1)
WINGSTOP INC EWG GR 121.1 (57.7) (2.1)
WINMARK CORP WINA US 47.2 (39.4) 12.5
WINMARK CORP GBZ GR 47.2 (39.4) 12.5
WORKIVA INC WK US 155.6 (14.5) (12.1)
WORKIVA INC 0WKA GR 155.6 (14.5) (12.1)
WORKIVA INC WKEUR EU 155.6 (14.5) (12.1)
YRC WORLDWIDE IN YRCW US 1,701.6 (403.7) 226.5
YRC WORLDWIDE IN YEL1 GR 1,701.6 (403.7) 226.5
YRC WORLDWIDE IN YEL1 TH 1,701.6 (403.7) 226.5
YRC WORLDWIDE IN YEL1 QT 1,701.6 (403.7) 226.5
YRC WORLDWIDE IN YRCWEUR EU 1,701.6 (403.7) 226.5
YUM! BRANDS INC YUM US 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC TGR GR 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC TGR TH 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC YUMEUR EU 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC TGR QT 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC YUMCHF EU 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC YUM SW 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC YUMUSD SW 5,454.0 (6,121.0) 596.0
YUM! BRANDS INC YUMUSD EU 5,454.0 (6,121.0) 596.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
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