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T R O U B L E D C O M P A N Y R E P O R T E R
Monday, January 22, 2018, Vol. 22, No. 21
Headlines
111 BUSSE PARTNERS: Wants to Use Lakeside Bank Cash Collateral
2950 W. GOLF: Court Prohibits Use of Bobs LLC Cash Collateral
5 STAR INVESTMENT: Unsecureds to Receive Initial $5-Mil. Payment
510 MAIN STREET: Disclosure Statement Hearing Set for Feb. 16
ABACUS INVESTMENT: U.S. Trustee Unable to Appoint Committee
AFFORDABLE ENTERPRISES: Capital Buying All Assets for $570K
ALEVO MANUFACTURING: Has Until March 16 to Exclusively File Plan
AQUARIUS LAND: Case Summary & 5 Largest Unsecured Creditors
ATM MIRROR: Bank of the West Seeks Revision of Plan Outline
AVALON MOBILITY: Voluntary Chapter 11 Case Summary
AVERY LAND: Seeks to Vote to Accept Yucca's Reorganization Plan
AYTU BIOSCIENCE: Natesto Remains Its Highest Commercial Priority
BCR EQUIPMENT: $48K Sale of 2016 Chevrolet Silverado to Meador OK'd
BCR EQUIPMENT: $57K Sale of 2016 Chevrolet Silverado to Meador OK'd
BCR EQUIPMENT: Meador Buying 2016 Chevrolet Silverado for $48K
BCR EQUIPMENT: Meador Buying 2016 Chevrolet Silverado for $57K
BELLEVILLE DEVELOPMENT: Has Until May 17 to Exclusively File Plan
BILLNAT CORP: Hilco Buying Vehicles & FF&E for $347K
BRAVO MULTINATIONAL: Relocates to New Main Office in Richmond Hill
BUCKEYE PARTNERS: Moody's Rates New Jr. Subordinated Notes 'Ba1'
CAPITOL STATION 65: DCM, Jacobs Engineering Appointed to Committee
CASHMAN EQUIPMENT: Allowed to Use Cash Collateral Through May 31
CH HOLD: S&P Affirms B' Corporate Credit Rating, Outlook Stable
CHX ENERGY: Voluntary Chapter 11 Case Summary
CIENA CORP: Moody's Hikes CFR to Ba2; Outlook Stable
CM EBAR: Selling Liquor Licenses to Little Beast & Hash House
CRAPP FARMS: Feb. 3 Tim Slack Auction of Calf/Cow Herd Set
CSP ASSET II: May Use Cash Collateral Through Feb. 15
DANCING WATERS: Sahlin Selling Interest in Savary Island Property
DELCATH SYSTEMS: Amends 250 Million Shares Prospectus with SEC
DOCASA INC: Incurs $274,000 Net Loss in Fiscal First Quarter
DOCASA INC: Needs More Time to File Nov. 30 Form 10-Q
DOUBLE Y FARMS: Voluntary Chapter 11 Case Summary
DOWNSTREAM DEVELOPMENT: Moody's Puts B3 CFR on Review for Upgrade
DOWNSTREAM DEVELOPMENT: S&P Affirms 'B' CCR Amid New Refinancing
E & J MACON: Case Summary & 3 Unsecured Creditors
ECOARK HOLDINGS: Nepsis Capital Hikes Stake to 24.1% as of Dec. 31
EDUARDO SALAS HERRERA: Llantada Buying Horse for $14K
EIG MANAGEMENT: Moody's Assigns Ba2 Corporate Family Rating
ELENA DELGADILLO: Trustee's $275K Sale of Oakland Property Denied
EMG UTICA: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
ESCALERA RESOURCES: $410K Sale of Rabourn Assets to Rock Creek OK'd
EVIO INC: Incurs $3.59 Million Net Loss in Fiscal 2017
EXTRACTION OIL: Moody's Rates New Unsecured Notes Due 2026 'B3'
FHH PROPERTIES: Case Summary & Lists of Top Unsecured Creditors
FILBIN LAND: Case Summary & 9 Unsecured Creditors
FRONTIER COMMUNICATIONS: Debt Amendments No Impact on Moody's CFR
GOODWIN REFRIGERATION: Case Summary & 20 Top Unsecured Creditors
GOPHER PARENT: S&P Assigns 'B-' CCR on Leveraged Buyout by Ares
H MELTON VENTURES: Must Account Funds in Its Possession
HAHN HOTELS: Armours Buying Longview Properties for $424K
HARBOR FREIGHT: S&P Rates $2.16BB Term Loan Due 2023 'BB-'
HARTFORD COURT: May Continue Using Hinsdale Cash Collateral
INTREPID AVIATION: Fitch Publishes 'BB-' LT IDR; Outlook Stable
J TIMOTHY SHELNUT: Trustee's $7K Sale of Rolex Men's Watch Approved
JAN PERRUCCIO: $860K Sale of Lower Township Property Approved
JTL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
JUBEM INVESTMENTS: Sanchez Buying Pharr Property for $600K
KEURIG GREEN: Moody's Alters Outlook to Pos. & Affirms 'Ba2' CFR
KPEX HOLDINGS: S&P Affirms 'B' CCR on Acquisition by AEA Investors
LA QUINTA HOLDINGS: S&P Places 'BB-' CCR on CreditWatch Positive
LOCKWOOD HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
MAGELLAN HEALTH: Moody's Assigns Ba1 CFR; Outlook Stable
MARCANTONIO ENTERPRISES: Selling New Braunfels Property for $275K
MARIA SPERA: Maselli Buying Lawrenceville Property for $144K
MARKETO INC: Moody's Assigns First Time B3 CFR; Outlook Stable
MBIA INC: Moody's Lowers Senior Debt Rating to Ba3; Outlook Stable
MENOTTI ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors
MOUNTAIN CRANE: Proposes a Sale of 16 Excess Cranes
NEVADA CLUB INN: U.S. Trustee Unable to Appoint Committee
PANDA TEMPLE: Plan Confirmation Hearing Set for Jan. 23
PIONEER ENERGY: Provides Company Update & Recent Developments
PREMIER PCS OF TX: Ung Tak Han Buying Eight Stores for $560K
RADIOLOGY SUPPORT: Seeks Continued Cash Use Until May 31
RCR INTERNATIONAL: Chapter 15 Case Summary
RDM CONCRETE: Case Summary & 20 Largest Unsecured Creditors
REBUILTCARS CORP: Allowed to Use Cash Collateral Until Feb. 7
REBUILTCARS CORP: Okayed to Use AFC Cash Collateral Until March 7
RGL RESERVOIR: S&P Lowers CCR to 'SD' on Distressed Exchange
ROLLING HILLS: U.S. Trustee Unable to Appoint Committee
SALVADOR CORDERO: $3.2M Sale of Kihei Property Denied w/o Prejudice
SENIOR CARE GROUP: M. Peebles Appointed as PCO in 4 Cases
SEVEN STARS: Appoints Kang Zhao as Independent Director
SNAP INTERACTIVE: Bares Blockchain Strategy at Investors Conference
SOUTHWORTH CO: Proposes an Auction Sale of Washington Assets
SPORTS ZONE: Court Signs Second Interim Cash Collateral Order
SRQ TAXI MANAGEMENT: Seeks March 19 Exclusive Plan Filing Extension
STUDIO TWENTYEIGHT: Plan Confirmation Hearing Set for Feb. 22
SWORDFISH MERGER: Moody's Assigns B3 CFR; Outlook Stable
TACALA LLC: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable
USIC HOLDINGS: Moody's Affirms 'B3' CFR Amid Buyout Closing
VIDANGEL INC: Declaratory Relief Action Delays Plan Filing
VIDEO DISPLAY: Incurs $1.20 Million Net Loss in Third Quarter
VISTAGE INTERNATIONAL: S&P Assigns 'B' CCR, Outlook Stable
VISUAL HEALTH: May Continue Using Cash Collateral Until Feb. 28
VIVID SERVICE: Wants Access to Bizfi Funding Cash Collateral
VSTG INTERMEDIATE: Moody's Assigns B3 CFR Following LBO
WELLS ENTERPRISES: S&P Raises CCR to 'BB-', Outlook Stable
WILLIAM HAMSLEY: $280K Sale of Springfield Property to Children OKd
WJA ASSET: Clarity Buying WJA REO's 90% Interest in CSO for $1.5M
WK MANAGEMENT: Unsecured Claims May be Paid 100% Under Exit Plan
WORD INTERNATIONAL: SCCB Objects to Further Use of Cash Collateral
[^] BOND PRICING: For the Week from January 15 to 19, 2018
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111 BUSSE PARTNERS: Wants to Use Lakeside Bank Cash Collateral
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111 Busse Partners, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Illinois to authorize its use of the cash
collateral of Lakeside Bank in order to operate and maintain the
commercial property, as well as to finance its chapter 11
reorganization.
The Debtor owns and operates a commercial property located at 111
E. Busse Avenue in Mount Prospect, Illinois. The Debtor is
generating revenue from the leases of the tenants that occupy the
Property.
The Debtor asserts that it does not have funds on hand that are
sufficient to pay the monthly expenses of operating the Property
that are not the cash collateral of Lakeside Bank. The Debtor is
unable to obtain unsecured credit allowable under the Bankruptcy
Code as an administrative expense in order to permit the Debtor to
operate the Property.
The Debtor secured a $2,512,500 first mortgage on the property from
Lakeside Bank. The Debtor believes that BC29, LLC also holds
mortgages and assignment of leases on the Property and are
subordinate to the mortgage held by Lakeside Bank.
Accordingly, the Debtor proposes to grant Lakeside Bank with
replacement liens on the Property and the proceeds of the Property,
to the same extent and with the same priority as its prepetition
liens on the Property and the proceeds thereof.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/ilnb18-00152-18.pdf
About 111 Busse Partners
111 Bruse Partners, LLC, filed as a Single Asset Real Estate whose
principal assets are located at 111 E Busse Ave Mount Prospect, IL
60056-3250. 111 Busse Partners filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 18-00152) on Jan. 3, 2018. The petition was
signed by Gus F. Dahleh, manager. At the time of filing, the
Debtor estimated both assets and liabilities at $1 million to $10
million. The case is assigned to Judge Carol A. Doyle. The Debtor
is represented by Karen J Porter, Esq. of Porter Law Network.
2950 W. GOLF: Court Prohibits Use of Bobs LLC Cash Collateral
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Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois signed an order granting Bobs LLC,
d/b/a/ Bobs Nevada LLC's motion to prohibit 2950 W. Golf, LLC, from
using of its cash collateral.
As reported by the Troubled Company Reporter on Jan. 8, 2018, Bobs
LLC asked the Court to prohibit the Debtor's use of the cash
collateral and prevent the Debtor from dissipating the rental
income from the Convention Center or the Club Meadows Realty, LLC's
lease. Bobs LLC asserted that its interest in the cash collateral
is a critical right that must be protected while this Chapter 11
case is pending.
Bobs LLC filed a mortgage foreclosure action against the Debtor in
the Circuit Court of Cook County, Case No. 17 CH 12072, to recover
the unpaid rent and other charges. On Dec. 11, 2017, Bobs LLC
obtained an order appointing a Receiver for the Convention Center.
About 2950 W. Golf
2950 W. Golf, LLC, is a privately held company based in Rolling
Meadows, Illinois. The Company is the record owner of the real
property commonly known as 2950 West Golf Road, Units 1, 2 and 3,
Rolling Meadows, Illinois ("Convention Center") -- a 144,000 square
foot multi-function entertainment facility.
2950 W. Golf filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-36643) on Dec. 11, 2017. Madan Kulkarni, manager, signed the
petition. At the time of filing, the Debtor estimated both assets
and liabilities at $1 million to $10 million. The case is assigned
to Judge Jack B. Schmetterer. The Debtor is represented by
Jonathan D. Golding, Esq., at the Golding Law Offices, P.C.
5 STAR INVESTMENT: Unsecureds to Receive Initial $5-Mil. Payment
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Unsecured creditors of 5 Star Investment Group, LLC, will receive
an initial $5 million 60 days after the effective date of the
company's Chapter 11 plan of liquidation.
Under the liquidating plan proposed by 5 Star's Chapter 11 trustee
Douglas Adelsperger, an initial distribution of $5 million will be
made to creditors holding Class 2 unsecured claims on a pro rata
basis.
The trustee cannot yet estimate the amount of Class 2 claims that
will be allowed by the bankruptcy court. What is known is that
claims totaling approximately $29 million had been filed by
investors, of which about $20 million was described as "unsecured"
while $9 million was described as "secured" in the proofs of
claim.
Mr. Adelsperger anticipates that as funds are recovered from sales
of additional properties and prosecution and collection of causes
of action, there may be supplemental distributions to creditors
with allowed claims. The trustee, however, cannot yet accurately
predict the additional amounts that may be recovered from further
sales of property and prosecution of pending or future lawsuits.
As of Nov. 30, 2017, the funds on hand totaled $6,403,610,
following sales of properties, collection of rents, and payment of
administrative expenses in 5 Star's bankruptcy case.
As of Jan. 11, the trustee has closed on sales of 61 residential
properties for gross proceeds of $2.112 million, and on a $410,000
sale of the company's commercial property at 3131 Grape Road in
Mishawaka, Indiana.
There are 16 additional residential properties held by the
bankruptcy estate which have not yet been sold and are listed for
sales prices totaling approximately $690,000, according to the
disclosure statement filed on Jan. 11 with the U.S. Bankruptcy
Court for the Northern District of Indiana.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/innb16-30078-1117.pdf
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission filed a
complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5
Star Commercial, LLC, in the United States District Court for the
Northern District of Indiana, Hammond Division ("SEC Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000. Additionally, on Nov. 5,
2015, the SEC obtained an ex parte temporary restraining order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl D.
Miller sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million. The Debtors' counsel was Katherine C. O'Malley,
Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all post-petition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C. Hoard,
Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq., in
Rubin & Levin, P.C., in Indianapolis, Indiana, serve as counsel to
the Trustee.
510 MAIN STREET: Disclosure Statement Hearing Set for Feb. 16
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The U.S. Bankruptcy Court for the Western District of New York is
set to hold a hearing on Feb. 16, at 10:00 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan for 510 Main Street, Inc.
The hearing will take place at the Olympic Towers, Part I
Courtroom, Buffalo, New York. Objections to the disclosure
statement are due by Feb. 13, 2017.
About 510 Main Street
510 Main Street, Inc., is a privately-held corporation and its
principal assets are located in East Aurora, New York. It operates
a Charlie's Diner restaurant.
510 Main Street filed its voluntary petition for relief under
Chapter 11 (Bankr. W.D.N.Y. Case No. 16-12400) on Dec. 1, 2016. At
the time of the filing, the Debtor had $7,252 in total assets and
$1.13 million total liabilities.
Judge Michael J. Kaplan presides over the case.
Steiner & Blotnik, P.C. is the Debtor's bankruptcy counsel.
On Sept. 27, 2017, the Debtor filed its proposed Chapter 11 plan
and disclosure statement.
ABACUS INVESTMENT: U.S. Trustee Unable to Appoint Committee
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An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Abacus Investment Group, Inc.
as of Jan. 17, 2018, according to a court docket.
About Abacus Investment Group
Abacus Investment Group, Inc.'s principal assets are located at
Hillsborough & Pinellas County, Tampa, Florida. Herb Miller owns
100% of the company's common stock. The company was founded in
2010.
Abacus Investment Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-10224) on Dec. 9,
2017. Donna Steenkamp, chief financial officer, signed the
petition.
At the time of the filing, the Debtor disclosed $1.74 million in
assets and $3.89 million in liabilities.
Judge Catherine Peek Mcewen presides over the case.
Palm Harbor Law Group, P.A., is the Debtor's bankruptcy counsel.
AFFORDABLE ENTERPRISES: Capital Buying All Assets for $570K
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Affordable Enterprises of Westchester, Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York to authorize
its bidding procedures and its Management Agreement with Capital
Industries Corp. in connection with the sale of all assets for
$570,000, subject to overbid.
To date, the Debtor has been unsuccessful in turning around its
operations and now finds itself with a lack of sufficient working
capital to sustain operations. In order to preserve the ongoing
concern value of its assets, the Debtor began negotiating with
certain competitors over the past few months to try and obtain a
potential purchaser to act as, inter alia, a stalking horse for an
auction in order to maximize a return to creditors.
During its Chapter 11 case, the Debtor's lack of cash flow has put
it in a precarious situation whereby it is unable to further and
fully sustain its operations without an immediate infusion of new
capital while it continues to negotiate with potential suitors. In
order to preserve its value as a going concern the Debtor requires
working capital to keep the doors open while finalizing
negotiations with a potential purchaser.
Accordingly, the Debtor negotiated with two separate parties,
resulting in the Debtor obtaining an offer, subject to higher and
better offers, to purchase its business and related assets for the
gross purchase price of $570,000 from Capital Industries Corp.,
another duly qualified and licensed hauler/operator in Westchester
County and the five boroughs.
For purposes of disclosure, the Purchaser has no connection with
the Debtor or any of its principals or insiders and is represented
by separate counsel. As part of the offer, the Purchaser has
expressed a willingness, and conditioned its offer upon having the
ability, to manage the Debtor's business pending the sale closing
in order to ensure the continuation of the Debtor as a going
concern pending the sale, absent which the Debtor is unlikely to be
able to sustain operations on its own and its assets are likely to
be worth substantially less than the purchase price being offered
by the Purchaser.
As such, in order to preserve the value of its assets, the Debtor
negotiated with the Purchaser the Management Agreement for the
Purchaser to manage and operate its Business pending the
contemplated sale. It is the Debtor's business judgment that an
immediate sale of its Business is the best alternative for the
Debtor's creditors and its estate. Alternatively, if the Debtor
were to cease operations on account of its lack of cash flow, the
Debtor's business would go dark and it would not be able to sell
the Business as a going concern, thereby decreasing the value of
its assets, to the detriment of its creditors.
The Management Agreement provides, inter alia, that the Purchaser
will manage and use the Debtor's assets to operate the Business,
including servicing the Debtor's existing customers, billing of
customers and collection of receipts, payment of vendors and
employees for materials purchased by Purchaser and work performed
for the Purchaser on and after commencement of the management
services, maintaining insurance and customer accounts, and all
other acts reasonably required with respect to the operation of the
Business.
Further, the Purchaser will be responsible for all expenses
incurred for operation of the Business that become due during its
effective period of operation of the Business under the Management
Agreement, which will be effective upon Court approval. The
Purchaser will retain all profits and sustain and fund all losses,
if any, during the period of operation of the Business under the
Management Agreement.
The Debtor believes that entering into the Management Agreement is
in the best interests of the Debtor, its creditors, and its estate
as it will preserve its ongoing business value.
Under the Management Agreement, the Manager has agreed to pay all
necessary carrying costs of operating the Debtor accruing on or
after the effective date of the Management Agreement. Given the
significant costs anticipated by the Debtor to sustain operations,
and its current lack of adequate capital, the Management Agreement
will relieve the Debtor from nearly all administrative expenses
associated therewith during the period that the Management
Agreement is effective.
On Jan. 16, 2018, after arms-length negotiations, the Debtor and
the Purchaser executed an Asset Purchase Agreement. Subject to the
Court's approval of any higher and/or better offers through an
auction sale process, the Debtor asks to sell the Business and
Assets to the Purchaser on these terms and conditions:
a. Seller: The Debtor
b. Purchaser: Capital Industry Corp.
c. Purchase Price: $570,000, subject to Closing Adjustment up
to $125,000
d. Deposit: $57,000
e. Acquired Assets: (i) the Assets consisting of (a) all
machinery, vehicles and equipment; (b) all containers; (c) customer
list, trademark, telephone number; and (ii) good will/general
intangibles Excluded Assets (a) cash and cash equivalents, (b)
Purchase Price, (c) all causes of action belonging to the Debtor's
estate, (d) the Debtor's garbage hauling business, (e) the Debtor's
lease for its office building and (f) all books and records
f. Assumed Liabilities: None. The Purchaser will not be
assigned the Debtor's nonresidential real property lease for its
office premises.
g. Indemnification for Certain Liabilities Representations and
Warranties; Covenants: The representations and warranties and
covenants are customary for a transaction of this type, including,
without limitation, representations warranties regarding the
authority to enter into the sale transaction and the agreement to
abide by all laws with respect to the sale, litigation, material
contracts, permits, environmental matter, ownership of assets, and
condition of the Assets, and covenants regarding conduct of the
business in the pre-Closing the best efforts of the parties,
notices and consents, access to information and the risk of loss.
h. Closing Date: The closing of the transaction provided for
in the Agreement will be at the offices of the attorney for the
Debtor, DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, 1
North Lexington Avenue, White Plains, New York, or at such other
place as may be agreed upon, no later than March 31, 2018.
Notwithstanding the foregoing, the parties may, by mutual
agreement, agree to close earlier.
i. No Extraordinary Provisions: The Debtor's principals are
not being offered employment by or ownership in the Purchaser. No
consideration is being paid to the Debtor's principals for their
limited restrictive covenant not to compete.
The Sale of the Assets pursuant to the APA is subject to higher
and/or better offers. In order to ensure that the highest and best
offer is received for the Assets, the Debtor has established the
proposed Bidding Procedures to govern the submission of competing
bids at an auction.
The Bidding Procedures provide that bidders submit initial overbids
in an amount of $620,000 in cash which represents $50,000 in excess
of the aggregate cash portion of the Purchase Price under the APA,
which $30,000 of that amount is equal to the Break-Up Fee plus
$20,000 in an initial minimum overbid increment. All bids after
the Initial Minimum Overbid will be in increments of $10,000.
All bids submitted for the purchase of the Debtor's assets will
remain open, and all deposits held in the attorney escrow account
of the Debtor's counsel until the sale of its Assets to the
Successful Bidder is consummated. In the event that the Successful
Bidder is unable to consummate on the sale of the Debtor's Assets,
the next highest and/or best bidder will then be required to
consummate on the sale of the Debtor's assets.
The Debtor believes that the Purchase Price for the sale of the
Assets in this manner is in the best interests of the estates and
their creditors. The only allowed secured claims on any of the
assets is a repair loan collateralized by the two 2001 Peterbilt
Rolloffs that were repaired with the loaned funds in 2016. The
lender, WK Financial Group, is owed approximately $40,000 and their
lien will be satisfied at closing. Other than WK Financial, the
Debtor has no other allowed secured creditors whose claims are not
subject to dispute. The estimated claims of the Debtor's estate
consist of: (i) Administrative Claims (approximate) - $200,000,
(ii) Secured Claims - WK Financial Group $40,000; and (iii)
Unsecured Claims - $800,000.
In connection with the motion, the Debtor proposes to invite
interested parties to make higher or better offers by way of
conducting an auction of its Assets in contemplation of sales free
and clear of all liens, claims and encumbrances, with all such
liens, claims and encumbrances to attach to the sale proceeds.
The Debtor proposes to either assume and assign or reject its
unexpired nonresidential real property lease for its office
premises located at 1 Highland Industrial Park, Peekskill, New
York, based upon the result of the Auction. Upon information and
belief, the Debtor has no pre-petition arrears and at most one
month of post-petition arrears under the Lease.
The Debtor asks that the Court waives the 14-day stay consistent
with the provisions of Federal Rule of Bankruptcy Procedure
6004(g). Under the Contract of Sale, the Debtor must close with
the Purchase within 60 days.
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Affordable_Enterprises_82_Sales.pdf
The Purchaser:
CAPITAL INDUSTRIES CORP.
555 Saw Mill River Road
Yonkers, NY 10701
Attn: Andy McGuire
The Purchaser is represented by:
CLIFFORD H. GREENE & ASSOCIATES
700 White Plains Post Road, Suite 309
Scarsdale, NY 10583
About Affordable Enterprises
Affordable Enterprises of Westchester, Inc., is fully licensed and
insured carting and sanitation company and a member in good
standing with the Better Business Bureau. It services all of
Westchester, Putnam and Rockland counties, as well as the five
boroughs of New York City. Approximately 75% of its customers are
contractors and management companies, with the remaining 25%
belonging to residential customers. Commercial services fall into
broad categories including commercial roofing replacement, whole
house renovation, and garbage demolition. Residential services
include garage cleanouts, bathroom and kitchen remodels, basement
and attic cleanout and deck or siding removal.
Affordable Enterprises of Westchester, Inc., sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 4-22168) on Feb. 6, 2014.
Jonathan S. Pasternak, Esq., and Dawn Kirby, Esq., at DELBELLO
DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP, in White Plains, New
York, serves as counsel. to the Debtor.
ALEVO MANUFACTURING: Has Until March 16 to Exclusively File Plan
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The U.S. Bankruptcy Court Middle District of North Carolina has
extended, at the behest of Alevo USA, Inc., and Alevo
Manufacturing, Inc., the exclusive periods for the Debtor to file a
plan of reorganization and to solicit acceptances of the plan
through and including March 16, 2018, and May 15, 2018,
respectively.
Section 1121(d) of the U.S. Bankruptcy Code provides that in cases
where no trustee has been appointed, a debtor has: (i) a 120-day
exclusive period during which it may file a plan of reorganization;
and (ii) a 180-day exclusive period for obtaining acceptances of a
plan.
In this case, the 120-day exclusive period extends through Dec. 16,
2017, and the 180-day exclusive period extends through Feb. 14,
2018.
Given the current status of the Debtors' bankruptcy cases, it is
premature for each of the Debtors to file a plan and disclosure
statement prior to Dec. 16, 2017. Accordingly, sufficient cause
exists to justify the Debtors' request to extend the Section
1121(d) exclusive periods in each of their cases for a period of
three months.
The Debtors are seeking approval of this Court to hire a liquidator
to sell their assets, but there is the possibility that events
affecting the Debtors' Swiss Parent Companies could provide an
opportunity for a more advantageous sale that might provide funding
for their plans of reorganization.
Therefore, the Debtors desire to protect their rights under Section
1121(d) pending further developments in this case and believe that
on or before March 16, 2018, they will be prepared to either file a
plan or take other appropriate action with approval of the Court.
A copy of the Debtors' court order is available at:
http://bankrupt.com/misc/ncmb17-50877-283.pdf
About Alevo USA and
Alevo Manufacturing
Alevo Manufacturing, Inc., began operations in Concord, North
Carolina, in 2014, and is engaged in the production of grid-scale
energy management solutions. It provides these solutions through
the Alevo GridBankTM, a patented battery-based energy storage
technology. Alevo USA, Inc., performs administrative functions for
its subsidiary companies and Manufacturing.
Concord-based battery manufacturers Alevo USA, Inc., and Alevo
Manufacturing sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D.N.C. Case Nos. 17-50876 and 17-50877) on Aug. 18,
2017. Peter Heintzelman, its president, signed the petitions.
At the time of the filing, Alevo USA estimated assets of $1 million
to $10 million and liabilities of $10 million to $50 million.
Alevo Manufacturing estimated assets and liabilities of $10 million
to $50 million.
Judge Catharine R. Aron presides over the cases.
Nelson Mullins Riley & Scarborough, LLP, is the Debtors' bankruptcy
counsel. BDO USA, LLP, is the Debtors' accountant.
An official committee of unsecured creditors was appointed on Sept.
1, 2017. The Committee retained Northen Blue LLP as its legal
counsel.
AQUARIUS LAND: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aquarius Land & Water, Inc.
18950 Lime Kiln Rd
Sonora, CA 95370
Business Description: Aquarius Land & Water, Inc. listed itself as
a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). Its principal
place of business is located at 300 Harding
Blvd. Suite 114, Roseville, CA 95678.
Chapter 11 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Case No.: 18-20273
Judge: Hon. Christopher M. Klein
Debtor's Counsel: Gabriel E. Liberman, Esq.
LAW OFFICES OF GABRIEL LIBERMAN, APC
2033 Howe Ave #140
Sacramento, CA 95825
Tel: 916-485-1111
E-mail: Attorney@4851111.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Vincent P. Loduca, president.
A full-text copy of the petition, along with a list of the Debtor's
five unsecured creditors, is available for free at:
http://bankrupt.com/misc/caeb18-20273.pdf
ATM MIRROR: Bank of the West Seeks Revision of Plan Outline
-----------------------------------------------------------
Bank of the West asked the U.S. Bankruptcy Court for the Southern
District of New York to delay approval of ATM Mirror, Inc.'s
disclosure statement, which explains the company's proposed Chapter
11 plan of reorganization.
In a court filing, Bank of the West argued the disclosure statement
should be revised to "accurately reflect the agreed-to-repayment
terms" under its equipment lease agreement with the company.
"Debtor's disclosure statement purports to set forth the modified
repayment terms for the agreement," the bank said. "However, it
does not accurately state the agreed-to modified terms."
ATM Mirror entered into the agreement with Manufacturers Financing
Services in March 2016. MFS assigned the agreement to Bank of the
West in July 2016.
Early last year, ATM Mirror and the bank agreed on a modification
of the repayment terms under the agreement in order to provide the
company with some "breathing room" through the bankruptcy process,
according to the filing.
Bank of the West is represented by:
Frank Peretore, Esq.
Chiesa Shahinian & Giantomasi PC
11 Times Square, 31st Floor
New York, NY 10036
Tel: 973-325-1500
Fax: (973) 530-2258
Email: fperetore@csglaw.com
About ATM Mirror
ATM Mirror, Inc., is a glass manufacturing and installation
company, installing projects from residential frameless shower
doors to commercial architectural glass such as balconies. ATM
Mirror is a family-owned business operating since 2005.
ATM Mirror filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 16-23276) on Sept. 21, 2016, disclosing assets and
liabilities of less than $500,000. The petition was signed by
James Count, president Judge Robert D. Drain presides over the
case. Dawn Kirby, Esq., at DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP, is the Debtor's bankruptcy counsel. The Debtor
hired Fino and Associates as its accountant.
No official committee of unsecured creditors has been appointed in
the case.
On Nov. 16, 2017, the Debtor filed its proposed Chapter 11 plan of
reorganization.
AVALON MOBILITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Avalon Mobility, Inc.
dba Desert Sun Moving Services
3785 E. 34th Street, Suite 103
Tucson, AZ 85713
Business Description: Desert Sun Moving Services is a full-service
provider of residential, corporate and
international relocation services in Tucson
and Phoenix, Arizona. The company assists
its customers in moving heavy and light-
weight items of all types, including pianos
and antiques; provides the necessary packing
and moving supplies and stores belongings
short or long-term. Desert Sun has been in
business for over 17 years.
http://www.desertsunmovers.com/
Chapter 11 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
District of Arizona (Tucson)
Case No.: 18-00503
Judge: Hon. Scott H. Gan
Debtor's Counsel: Charles R. Hyde, Esq.
THE LAW OFFICES OF C.R. HYDE, PLC
325 W. Franklin St., Suite 103
Tucson, AZ 85701
Tel: 520-270-1110
Fax: 520-547-2475
E-mail: crhyde@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Brenda Huffman, president.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/azb18-00503.pdf
AVERY LAND: Seeks to Vote to Accept Yucca's Reorganization Plan
---------------------------------------------------------------
Avery Land Group, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to authorize it to vote to accept the First
Amended Plan of Reorganization dated Jan. 12, 2018, for its
affiliate, Yucca Land Co., LLC.
Yucca owed the Debtor $9,711,503 under its Shared Services
Agreement dated Jan. 7, 2014. All of Yucca's real property is
encumbered by a lien in favor of its secured lender, Sun Pacific
Marketing Corp. Yucca has reached a settlement with Sun Pacific,
the terms of which are embodied in the Yucca Plan.
Pursuant to the Yucca Plan, Sun Pacific will purchase all of the
Properties by credit bidding the amount of its secured claim,
subject to an option in favor of the Reorganized Yucca to
repurchase the Properties within two years.
Yucca has no remaining assets to satisfy the unsecured Avery Claim.
Nevertheless, EB Acquisitions, LLC, another affiliate, will
contribute real property having a market value equivalent to the
Avery Claim, in exchange for a pro rata share of new equity
interests in the Reorganized Yucca. Under the Yucca Plan, the EB
Land will be conveyed to Debtor in full satisfaction of the Avery
Claim.
The Debtor's Independent Restructuring Officer, James Wong,
analyzed the EB Land and concluded that its fair market value
equals or exceeds the Avery Claim. In addition, the Yucca Plan
provides that the Court will be required to find that the EB Land
is equivalent in value to the Avery Claim in the Yucca Bankruptcy
Case.
The Yucca/Sun Pacific Settlement provides that if an order
confirming the Yucca Plan is not entered by Feb. 7, 2018, Sun
Pacific will be entitled to automatic relief from stay to foreclose
on all of Yucca's Properties. Accordingly, the voting deadline for
the Yucca Plan is Jan. 24, 2018.
The Debtor therefore moves the Court to authorize it to vote to
accept the Yucca Plan; and grant such other and further relief as
appropriate in the best interests of the estate.
About Avery Land Group
Avery Land Group, LLC has been in business since 2013 in the
development of agricultural land and planned residential
communities.
Kingman Farms parent company Avery Land Group, LLC, based in Las
Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-14995) on Sept. 9, 2016. The case is assigned to Judge August
B. Landis. The Debtor estimated assets at $500,000 to $1 million
and liabilities at $1 million to $10 million. The petition was
signed by James M. Rhodes, manager.
The Debtor tapped Brett A. Axelrod, Esq., at Fox Rothschild, LLP,
as bankruptcy counsel, and The Bach Law Firm, LLC as conflicts
counsel.
No official committee of unsecured creditors has been appointed in
the case.
AYTU BIOSCIENCE: Natesto Remains Its Highest Commercial Priority
----------------------------------------------------------------
Aytu BioScience, Inc. issued a letter to its shareholders on Jan.
17, 2017, to provide an update on recent developments in the U.S.
testosterone replacement market and also provide an update on
Natesto. A full-text copy of the letter is as follows:
Dear Aytu BioScience Shareholders and Colleagues,
I wanted to share some news with you to start 2018 in light of
recent developments involving the U.S. testosterone replacement
(TRT) market and in response to inquiries from various shareholders
and other external stakeholders. There was an important
development involving the FDA last week that we believe could
provide a positive tailwind for Aytu and our lead product Natesto.
I also wanted to share some recent preliminary sales data to help
you gauge the success of our ongoing commercialization efforts for
Natesto in the U.S.
On January 10, 2018, Lipocine Inc. (NASDAQ: LPCN) announced that
the Bone, Reproductive and Urologic Drugs Advisory Committee
("BRUDAC") of the U.S. Food and Drug Administration ("FDA") voted
six in favor and thirteen against the benefit/risk profile of
Tlando, Lipocine's oral testosterone product candidate for
testosterone replacement therapy ("TRT") in adult males with
hypogonadism. Additionally, on January 9th, the FDA held a
separate Advisory Committee meeting to review privately-held Clarus
Therapeutics' oral testosterone candidate Jatenzo. The committee
also voted against approving Clarus' candidate primarily over
safety concerns. Thus, it appears unlikely that either product
will be approved by FDA at this time, and the prospect of an FDA
approval at any point in the future appears doubtful.
We believe that the recommendations to not approve Tlando and
Jatenzo could yield important commercial benefits for Natesto and
further bolsters Natesto's unique market position as the only
topical TRT without a BLACK BOX warning, explicitly warning users
of these agents, against the risk of testosterone transference.
To provide you with some context, the role of the BRUDAC, or
"adcom," is, in part, to provide recommendations to the FDA about
whether a drug should be approved on the basis of the safety and
efficacy evidence presented in the applicants' New Drug
Application. Recommendations by these advisory committees are
non-binding as the final decision about approval is made by the
FDA. However, the agency rarely approves products not supported by
an advisory committee. Multiple observers have noted that neither
product is expected to be approved on the basis of these adcom
votes and the notable concerns related to each product's safety
profile.
One of the issues cited as a reason for the negative adcom
sentiment on these oral testosterone therapies is related to the
products' cardiovascular risk profiles as presented in their New
Drug Applications. Also, and more generally, an increase in
hematocrit levels is commonly cited as a safety concern in the TRT
category and has been noted to be an issue of potential focus for
future TRT product candidates. Importantly (and in direct contrast
to many agents in the TRT category), Natesto (over 360 days on
treatment) demonstrated no significant increase in hematocrit
levels and may, therefore, offer an improved safety profile over
the established products in the TRT category.
As you may recall Natesto has additional clinical advantages over
currently marketed topical testosterone products including maintain
normal levels of luteinizing hormone (LH) and follicle stimulating
hormone (FSH) while improving the clinical symptoms of hypogonadism
as early as thirty days following initiation of Natesto treatment.
We believe that with two prospective competitors now unlikely to
gain market clearance in the U.S., the opportunity for Natesto to
become an increasingly accepted treatment in the $2 billion TRT
category is more pronounced. Natesto is gaining significant
traction based on the company's most recent prescription and
factors sales figures. Aytu recently reported a 259% increase in
total prescriptions for the 3-month period ending in November 2017
(the last complete month for which we have data from IMS), as
compared to the 3 months ending in February 2017.
Additionally, factory sales (representing actual Natesto dispensers
sold to U.S. wholesalers for fulfillment to retail pharmacies) were
reported as all-time highs as of December 2017 at an annual gross
run-rate of almost $7 million and have increased 306% over the last
four quarters.
As further evidence of our progress with Natesto, we are pleased to
relay that as of November 2017, in our covered sales territories
Natesto already achieved 1% market share of new prescriptions of
the topical testosterone market.
With each month that passes during this launch phase, we continue
to recognize that there is a very real opportunity for Natesto to
become a significant product in the TRT category. To that end we
are continuing to invest in commercialization efforts aimed at
increasing physician awareness and prescribing, improving patient
reimbursement access while also improving the gross-to-net profile
for Natesto. We are actively engaged with multiple insurers and
other payers, and we are planning initiatives to improve the
reimbursement status through strategic contracting with large
national plans and strategic regional payers. We are also in the
early stages of rolling out a novel program aimed at making it
easier for patients to get Natesto that we expect to yield
increased new and refilled prescription rates and a higher net
selling price for the product. We expect to begin resourcing this
program in the near term as a key augmentation to the sales force's
promotional efforts in the field, and we'll share more details as
the program is operationalized.
In summary, we believe that these recent market events affecting
two prospective future competitors combined with our ramping
commercialization efforts and more stringent focus on improving
patient access will serve to drive a more rapid increase in Natesto
sales. Natesto remains the company's highest commercial priority,
and we continue to believe that this is just the beginning of
gaining a meaningful portion of the market in the quarters and
years ahead. Thank you for your support and continued interest in
the success of Aytu BioScience.
Respectfully,
Josh Disbrow
Chairman & Chief Executive Officer
About Aytu BioScience
Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) --
http://www.aytubio.com/-- is a commercial-stage specialty
healthcare company concentrating on developing and commercializing
products with an initial focus on urological diseases and
conditions. Aytu is currently focused on addressing significant
medical needs in the areas of urological cancers, hypogonadism,
urinary tract infections, male infertility, and sexual
dysfunction.
Aytu BioScience reported a net loss of $22.50 million for the year
ended June 30, 2017, a net loss of $28.18 million for the year
ended June 30, 2016, and a net loss of $7.72 million for the year
ended June 30, 2015. Aytu BioScience reported a net loss of $4.24
million for the three months ended Sept. 30, 2017.
As of Sept. 30, 2017, Aytu Bioscience had $21.24 million in total
assets, $14.89 million in total liabilities and $6.35 million in
total stockholders' equity.
BCR EQUIPMENT: $48K Sale of 2016 Chevrolet Silverado to Meador OK'd
-------------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized BCR Equipment Rental, LLC's sale of
interest in its 2016 Chevrolet Silverado K3500, VIN#
1GC4K0E84GF296870, to Meador Dodge Chrysler Jeep for $47,500.
Once Wells Fargo Dealer Services receives the monies to pay their
claim in full, Wells Fargo will cause a clear and free of all liens
title to the Buyer.
The 14-day appeal time is waived.
About BCR Equipment Rental
Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on Oct.
14, 2017. The Debtor estimated both assets and liabilities to be
less than $1 million. Craig Douglas Davis, Esq., at Davis, Ermis &
Roberts, P.C., is the Debtor's counsel.
BCR EQUIPMENT: $57K Sale of 2016 Chevrolet Silverado to Meador OK'd
-------------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized BCR Equipment Rental, LLC's sale of
interest in its 2016 Chevrolet Silverado K3500, VIN#
1GC4K0C80GF243019, to Meador Dodge Chrysler Jeep for $57,000.
Once Wells Fargo Dealer Services receives the monies to pay their
claim in full, Wells Fargo will cause a clear and free of all liens
title to the Buyer.
The 14-day appeal time is waived.
About BCR Equipment Rental
Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on Oct.
14, 2017. The Debtor estimated both assets and liabilities to be
less than $1 million. Craig Douglas Davis, Esq., at Davis, Ermis &
Roberts, P.C., is the Debtor's counsel.
BCR EQUIPMENT: Meador Buying 2016 Chevrolet Silverado for $48K
--------------------------------------------------------------
BCR Equipment Rental, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of interest in its
2016 Chevrolet Silverado K3500, VIN# 1GC4K0E84GF296870, to Meador
Dodge Chrysler Jeep for $47,500.
The Debtor wishes to sell the vehicle free and clear of the Wells
Fargo Dealer Services lien to Buyer. There is no equity in the
vehicle, therefore the Debtor's creditors, other than Wells Fargo
Dealer Services, will not be interested in the transaction.
Wells Fargo Dealer Services lien will be paid in full and the title
will be released to the Buyer.
The Buyer:
MEADOR DODGE CHRYSLER JEEP
9501 South Fwy
Forth Worth, TX 76140
Telephone: (817) 535-0535
About BCR Equipment Rental
Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on Oct.
14, 2017. The Debtor estimated assets and liabilities to be less
than $1 million. Craig Douglas Davis, Esq., at Davis, Ermis &
Roberts, P.C., is the Debtor's counsel.
BCR EQUIPMENT: Meador Buying 2016 Chevrolet Silverado for $57K
--------------------------------------------------------------
BCR Equipment Rental, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of interest in its
2016 Chevrolet Silverado K3500, VIN# 1GC4K0C80GF243019, to Meador
Dodge Chrysler Jeep for $57,000.
The Debtor wishes to sell the vehicle free and clear of the Wells
Fargo Dealer Services lien to Buyer. There is no equity in the
vehicle, therefore the Debtor's creditors, other than Wells Fargo
Dealer Services, will not be interested in the transaction.
Wells Fargo Dealer Services lien will be paid in full and the title
will be released to the Buyer.
The Buyer:
MEADOR DODGE CHRYSLER JEEP
9501 South Fwy
Forth Worth, TX 76140
Telephone: (817) 535-0535
About BCR Equipment Rental
Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on Oct.
14, 2017. The Debtor estimated both assets and liabilities to be
less than $1 million. Craig Douglas Davis at Davis, Ermis &
Roberts, P.C., is the Debtor's counsel.
BELLEVILLE DEVELOPMENT: Has Until May 17 to Exclusively File Plan
-----------------------------------------------------------------
Belleville Development Group, LLC, asks the U.S. Bankruptcy Court
for the District of New Jersey to extend the exclusive periods
during which only the Debtor can file a plan and solicit acceptance
of the plan through and including March 18, 2018, and the Exclusive
Solicitation Period through and including May 17, 2018, in each
case,
A hearing to consider the Debtor's request is scheduled for Feb.
14, 2018, at 10:00 a.m.
The Debtor's Exclusive Filing Period will expire on Jan. 17, 2018,
and the Exclusive Solicitation Period will expire on March 18,
2018
The Debtor's goal was to consummate a sale of the Debtor's real
property that would maximize recoveries for all of the Debtor's
stakeholders. Upon closing with Benelli, the Debtor believes this
goal would be achieved.
Since termination of the sale agreement with the purchaser, the
Debtor negotiated a new asset purchase agreement with Benelli and
is just days away from a closing on the Real Property that will
result in funds to the Debtor's bankruptcy estate. As the Debtor
could not, and cannot, afford Benelli terminating its sale
agreement, the Debtor has focused its efforts to fulfill all open
closing conditions. Upon closing, the Debtor will be in a better
position to formulate a proposed plan of liquidation. The Debtor
requests the extension of the Exclusivity Period to close on the
Real Property and finalize all open issues related to the sale of
the Real Property.
Under these circumstances, the Debtor does not believe any party
would be prejudiced by the requested extension of the Exclusivity
Periods and the Debtor believes that extending the Exclusivity
Periods will permit the plan process to proceed in a rational and
thoughtful fashion.
A copy of the Debtor's memorandum law in support of the Debtor's
request:
http://bankrupt.com/misc/njb17-20469-78-1.pdf
About Belleville Development Group
Belleville Development Group, LLC, based in Virginia Beach, VA,
filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-20469) on
May 22, 2017. The petition was signed by Anthony Regan, managing
member. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities. The Hon. Vincent F.
Papalia presides over the case. Stephen Ravin, Esq., at Saul Ewing
LLP, serves as bankruptcy counsel to the Debtor.
BILLNAT CORP: Hilco Buying Vehicles & FF&E for $347K
----------------------------------------------------
BillNat Corp. asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the sale of vehicles, furniture,
fixtures, and equipment at the "File Buy Locations" where the
Debtor still has lease obligations to Hilco Fixture Finders, LLC,
for $86,500, plus 50% of all Gross Proceeds in excess of $260,000.
Most recently, the Debtor has been working to conclude the final
tranche of closings of the sale of its remaining locations to
Woodward Detroit CVS Pharmacy, LLC, which are scheduled for Jan.
12, 2018, as previously approved by the Order Authorizing the Sale
to CVS. While CVS did purchase most of the Debtor's assets,
certain assets were excluded, including the Sale Assets.
Following the sale of the bulk of its assets to CVS as authorized
by the CVS Sale Order, the Debtor will still hold title to and
possession of the Sale Assets. In connection with the CVS Sale,
the Debtor is being provided reimbursement during the 90 days
following the first tranche of closings with CVS for the majority
of its costs and expenses ("Lease Reimbursement") associated with
the leases for each of the Debtor's leased Premises that were
identified as "Go-Dark File Buy Locations" in its agreements with
CVS.
The Lease Reimbursement covers the majority of the Debtor's costs
associated with the leases for the various Premises until March 5,
2018, after which time the Debtor intends to reject most if not all
of the leases for the various Premises to minimize accruing
additional administrative expenses in connection with such leases.
In addition to looking for an efficient way to sell the Vehicles,
the Debtor has also been looking at different alternatives for
removing the FF&E from its various leased Premises in order to
determine if it could do so in a manner that would benefit its
estate.
The proposed terms of the sale to Hilco provide the best
alternative for the Debtor to accomplish each of these
aforementioned goals. In accordance with the Hilco Agreement, upon
entry of an order granting the Motion, Hilco has agreed to pay the
Debtor $86,500, subject to certain adjustments, in exchange for
title to the Sale Assets.
Pursuant to the Hilco Agreement, the parties agreed to these
additional terms:
a. The term of the Hilco Agreement ends Feb. 28, 2018 for the
leased locations, unless the Debtor and Hilco mutually agree to an
extension.
b. During the term of the Hilco Agreement, Hilco has the
exclusive right to resell, dispose of, and remove the FF&E from
each of the Premises.
c. During the term of the Hilco Agreement, (i) Hilco and the
purchasers of the FF&E, and their respective representatives, will
have unlimited access to the Premises in order to allow Hilco to
sell, dispose of, and/or remove the FF&E; and (ii) the Debtor will
use its reasonable efforts to cooperate with Hilco in connection
with the sale, disposition, and removal process.
d. No later than 30 days after the Conclusion Date, Hilco will
pay the Debtor 50% of all Gross Proceeds in excess of $260,000
("Additional Purchase Price").
e. Hilco will bear its costs and expenses associated with
reselling, disposing of, or removing the FF&E from the Facility and
ensuring that each location, to the extent notice is provided as
set forth in the Hilco Agreement, is left in a "broom cleaned"
condition, including costs and expenses associated with labor,
advertising, dumpsters, travel, material handling, packing,
supplies, and shipping.
f. The Hilco Agreement also provides that Hilco will be
entitled to the Walk In Credit (for removal of walk in coolers from
the Premises) and the Broom Sweep Credit (for remediation of the
Premises to broom swept condition) identified for each of the
locations as set forth in Section 2 of the Hilco Agreement.
The Debtor respectfully asks that the Court authorizes it to sell
the Sale Assets to Hilco pursuant to the Hilco Agreement free and
clear of all liens, claims, encumbrances, or other interests.
A copy of the Hilco Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/BillNat_Corp_260_Sales.pdf
The Debtor believes that the sale of the Sale Assets to Hilco
represents a prudent and proper exercise of its business judgment
and is in the best interests of the Debtor’s creditors and its
estate.
In order to allow the immediate realization of value for the Sale
Assets, the Debtor asks that any order grating the Motion is
effective immediately and not subject to the 14-day stay imposed by
Bankruptcy Rules 6004(h) and 6006(d).
About BillNat Corp.
BillNat Corporation operates 20 retail pharmacies from leased
facilities in Southern Michigan under the name "Sav-On Drugs". It
was solely owned by Mr. William G. Newman until all of its capital
stock was acquired by the Frank W. Kerr Company in exchange for Mr.
Newman receiving additional shares of Kerr in a transaction that
closed in August 2015, but was retroactively effective as of Dec.
15, 2014.
Novi, Michigan-based Frank W. Kerr Company filed a Chapter 7
petition on Aug. 23, 2016. The Debtor consented to and the Court
entered an order for relief under Chapter 11, converting the case
to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on
Sept. 19, 2016. Kerr tapped McDonald Hopkins PLC as counsel. Epiq
Bankruptcy Solutions, LLC, serves as the Debtor's noticing, claims
and balloting agent. The Debtor hired Conway Mackenzie Management
Services, LLC, as restructuring consultant and Jeffrey K. Tischler
as chief restructuring officer.
BillNat Corporation filed a petition seeking relief under Chapter
11 of the United States Bankruptcy Code (Bankr. E.D. Mich. Case No.
17-54357) on Oct. 13, 2017.
BillNat estimated assets of $10 million to $50 million and debt of
$50 million to $100 million.
The case judge is the Hon. Maria L. Oxholm.
On Nov. 9, the U.S. Trustee, Deniel M. McDermott, appointed two
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Billnat Corporation. The committee
members are: (1) Curt Johnson, Credit Manager (Committee Chair) and
(2) Michelle Konwinski, Controller.
The official committee of unsecured creditors retained Lowenstein
Sandler LLP as lead counsel; Wolfson Bolton PLLC as local counsel;
and BDO USA, LLP, as financial advisor.
BRAVO MULTINATIONAL: Relocates to New Main Office in Richmond Hill
------------------------------------------------------------------
Bravo Multinational Incorporated, on Jan. 1, 2018, moved its
primary office location from 590 York Road, Unit 3, Niagara On The
Lake, Ontario Canada, L0S 1J0 to that of the following new
address:
BRAVO MULTINATIONAL INCORPORATED (physical address)
30 West Beaver Creek Rd. Unit # 110
Richmond Hill, Ontario, Canada L4B 3K1
Mailing Adress:
BRAVO MULTINATIONAL INCORPORATED
P.O. Box 299
St. Davids Post Office
St. Davids, Ontario, Canada L0S 1P0
About Bravo Multinational
Based in Ontario, Canada, Bravo Multinational Incorporated --
http://www.bravomultinational.com/-- is engaged in the business of
leasing and selling gaming equipment. On Sept. 19, 2013, Universal
Equipment SAS, Inc., its wholly-owned subsidiary, entered into an
asset purchase agreement to acquire certain gaming equipment from
Universal Entertainment SAS, Ltd., a corporation formed under the
laws of the Country of Colombia, for 17,450,535 shares of its
common stock (post reverse-split on March 6, 2014). The closing
occurred on March 6, 2014. The gaming equipment includes
approximately 67 video poker and slot machines; eight blackjack and
miscellaneous game tables, and related furniture and equipment;
roulette table and related furniture and equipment; bingo equipment
and furniture; casino chips, bill acceptors, coin counter and
related equipment, and miscellaneous office equipment, like chairs
and tables.
The company's independent accounting firm B F Borgers CPA PC
Lakewood, Colorado, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
Dec. 31, 2016. The independent auditors noted that the Company has
suffered recurring losses from operations and has a significant
accumulated deficit. In addition, the Company's cash position may
not be significant enough to support the Company's daily
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Manageme
Bravo Multinational reported a net loss of $2.18 million in 2016
following a net loss of $2.51 million in 2015. As of Sept. 30,
2017, the Company had $4.02 million in total assets, $3.51 million
in total liabilities and $508,987 in total stockholders' equity.
BUCKEYE PARTNERS: Moody's Rates New Jr. Subordinated Notes 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Buckeye
Partners, L.P.'s proposed junior subordinated notes issue. Moody's
also affirmed Buckeye's Baa3 senior unsecured rating. The proceeds
of the notes in addition to the net proceeds from the November 9,
2017 $400 million senior notes offering are expected to be used
primarily to repay debt, including the amounts outstanding under
the partnership's revolver, and to fund acquisitions, capex, and
additions to working capital. The outlook remains stable.
Assignments:
Issuer: Buckeye Partners, L.P.
-- Junior Subordinated Regular Bond/Debenture, Assigned Ba1
Outlook Actions:
Issuer: Buckeye Partners, L.P.
-- Outlook, Remains Stable
Affirmations:
Issuer: Buckeye Partners, L.P.
-- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
RATINGS RATIONALE
The new junior subordinated notes are rated Ba1, one notch below
its Baa3 senior unsecured rating. The notching reflects the
subordinated position of the notes relative to the partnership's
existing senior unsecured notes and revolving credit facility.
Buckeye can opt to defer interest payments on the notes on one or
more occasions for up to 10 consecutive years as described in the
offering documents. As subordinated obligations, the notes, in
Moody's view, have equity-like features that allow them to receive
basket 'B' treatment in the capital structure (25% equity and 75%
debt).
Buckeye 's Baa3 rating is supported by the company's stable refined
product pipelines and complementary terminals that form the
majority of its assets and cash flow. Given the company's mature
legacy assets, which face long term secular declines in gasoline
volumes, and its master limited partnership (MLP) business model,
acquisitions have and are likely to continue to be a part of
Buckeye's growth strategy, which poses execution, financing and
event risk. The company's growth trajectory has also exposed it to
moderately higher longer term volume risks as compared to the
demand pull stability of refined product pipelines. While Buckeye
has paid high multiples and suffered from lagging operating
performance from a number of its acquisitions, it has demonstrated
success in executing on its organic growth projects, including
those related to its acquisitions. Primarily as a result of its
execution on organic growth projects, Buckeye has largely
maintained supportive financial leverage metrics and has improved
distribution coverage. In addition, management has a demonstrated
track record of issuing equity in order to protect its financial
metrics.
The stable outlook reflects Moody's expectation that Buckeye will
successfully maintain financial leverage below 5x debt/EBITDA and
distribution coverage above 1.0x.
An upgrade would be considered if Buckeye's financial leverage
appears sustainable around 4x. Buckeye's ratings could be
downgraded due to elevated leverage and weak distribution coverage
(debt/EBITDA exceeding 5x and coverage below 1.0x).
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
Buckeye Partners L.P., is a publicly traded master limited
partnership based in Houston, Texas. The company's core, legacy
assets are its refined products pipeline systems in the Northeast
and Midwest, including complementary terminals. The company also
has wholesale fuel distribution and marketing and domestic and
international terminaling facilities.
CAPITOL STATION 65: DCM, Jacobs Engineering Appointed to Committee
------------------------------------------------------------------
The U.S. Trustee for Region 17 on Jan. 17, 2018, appointed DCM
Group and Jacobs Engineering Group Inc. as new members of the
official committee of unsecured creditors in the Chapter 11 cases
of Capitol Station 65, LLC and its affiliates.
Meanwhile, Nehemiah Community Reinvestment Enterprises LLC,
Greenfield Communications Inc. and NV5 Inc. are no longer members
of the committee, court filings show.
The committee is now composed of:
(1) DCM Group
Attn: Victoria Castaneda
333 University Avenue, Suite 200
Sacramento, CA 95825
Phone: (916) 837-8111
Email: Victoria@dcmgrp.com
(2) Jacobs Engineering Group Inc.
Attn: Jeff Townsend
1050 20th Street, Suite 200
Sacramento, CA 95811
Phone: (916) 929-3323
Email: jeff.townsend@jacobs.com
(3) Project Management Applications, Inc.
Attn: Gary Albertson, President
1450 Harbor Blvd., Suite F West
Sacramento, CA 95691
Phone: (916) 769-6464
Email: galbertson@pmasacramento.com
Project Management was appointed by the bankruptcy watchdog on July
20, 2017.
About Capitol Station 65
Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol
Station Member LLC, and Township Nine Owners LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos.
17-23627 to 17-23630) on May 30, 2017. Suneet Singal, its chief
executive officer, signed the petitions.
At the time of the filing, the Debtors estimated their assets at
$50 million to $100 million and debts at $10 million to $50
million.
Judge Christopher D. Jaime presides over the cases.
Nuti Hart LLP is the Debtors' legal counsel.
On July 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee hired
Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel.
On Aug. 28, 2017, the Debtors filed a disclosure statement, which
explains their proposed joint Chapter 11 plan of reorganization.
CASHMAN EQUIPMENT: Allowed to Use Cash Collateral Through May 31
----------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cashman Equipment Corp. and
its affiliates' further use of cash collateral through May 31,
2018.
A further hearing on the Debtors' use of cash collateral will be
held on May 23, 2018 at 10:00 a.m., with any objections which will
be filed by May 18.
A full text-copy of the Order is available at:
http://bankrupt.com/misc/mab17-12205-669.pdf
As reported by the Troubled Company Reporter on Jan. 8, 2018, the
Debtors sought the Court's authorization for the continued use of
cash collateral for the period between Jan. 15, 2018, and June 30,
2018, in accordance with the budget for the Debtors' operations, on
substantially the same terms as the Eighth Interim Order entered by
the Court on Oct. 24, 2017.
Consistent with the 8th Cash Collateral Order, the Debtors proposed
the following additional adequate protection:
(a) Each Lender and RTC, as collateral agent, would be granted
a replacement lien on the same type of post-petition property of
the Debtors' estates against which such Lender Party held a lien as
of the Petition Date. Each Lender Party's Primary Replacement Liens
will maintain the same priority, validity and enforceability as
such Lender's prepetition liens.
(b) To the extent that the diminution of any Lender Party's
interest in Cash Collateral after the Petition Date exceeds the
value of such Lender Party's Primary Replacement Lien, such Lender
Party is granted a lien on cash collateral junior to: (i) existing
liens as of the Petition Date, (ii) replacement liens and Primary
Replacement Liens granted pursuant to the Prior Cash Collateral
Orders, and (iii) Primary Replacement Liens granted during the
Budget Period.
(c) As further adequate protection to each Lender Party,
Additional Adequate Protection Liens as set forth in the 8th Cash
Collateral Order. Based on the New Appraisals and the debt balances
as of the Petition Date, the equity in the assets that would secure
the Additional Adequate Protection Liens is approximately
$123,000,000, based on the fair market value, and approximately
$62,380,000 based on the orderly liquidation value of such assets.
Consistent with the 8th Cash Collateral Order, the Debtors will
provide the following reporting to each Lender Party, the Committee
and the Office of the U.S. Trustee:
(a) Budget to Actual Report. Commencing on February 1, 2018,
and continuing every two weeks thereafter, the Debtors will deliver
to each Lender Party, the Creditors' Committee and their respective
counsel, not later than noon, a variance report for the two-week
period ending the previous Sunday comparing the actual receipts and
disbursements of the Debtors with the receipts and disbursements in
the Budget (i) for such two-week period, and (ii) for the period
from the Petition Date through the end of such two-week period.
(b) Vessel Reports. Commencing on Feb. 1, 2018, and continuing
every two weeks thereafter, the Debtors will provide the following
reporting to each Lender Party and counsel for the Creditors'
Committee:
(i) a report, for the period from Jan. 14, 2018 to Jan. 28,
2018 (and thereafter for each succeeding two week period), on the
collection of accounts receivable and charter hire based on which
Lender holds a lien on the collected accounts receivable,
(ii) a report identifying, as to each vessel, accounts
receivable generated during such two week period, first mortgage
holder (Lender or Collateral Agent), operating status of such
vessel, and status of insurances; and
(iii) if not previously provided, a copy of each Debtor's
last monthly operating report submitted to the Office of the United
States Trustee.
(c) Conference Calls. On February 1, 2018, at 3:00 p.m., and
at the same time on the same day every second week thereafter (as
any such date and time might be rescheduled by agreement between
the Debtors and the Collateral Agent on notice to the Lenders and
the Creditors' Committee), the Debtors and their advisors will
conduct a case status call (including the Debtors' progress in
execution of the Sales Plan referred to in the Term Sheet) with the
Creditors' Committee, the Lenders who wish to participate, and
their respective counsel.
The Debtors have agreed to these restrictions on the use of Cash
Collateral:
A. Restriction on Disbursements. The aggregate of the actual
Operating Disbursements and Restructuring Disbursement of the
Debtors will not exceed the aggregate of the total Operating
Disbursements and Restructuring Disbursements set forth in the
Budget for the Measurement Period by more than 15%.
B. Restriction on Payments to Professionals. Compensation and
reimbursement of expenses for professionals of the Debtors or
Creditors' Committee are authorized to be paid from Cash Collateral
to the extent provided for in the Budget and subject to a 15%
variance, and approved by the Court or payable pursuant to
compensation procedures approved by the Court.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9,
2017.
The petitions were signed by James M. Cashman, the Debtors'
president.
Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass.
Case No. 17-12204). The cases are jointly administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CH HOLD: S&P Affirms B' Corporate Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on CH
Hold Corp. The outlook remains stable.
S&P said, "At the same time, we lowered our issue-level rating on
the company's first-lien secured debt to 'B' from 'B+' and revised
the recovery rating to '3' from '2'. The '3' recovery rating
indicates our expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a payment default. We
lowered our rating on the first-lien secured debt because we now
assume that Caliber will have a larger amount of first-lien debt in
a hypothetical default scenario.
"Additionally, we affirmed our 'CCC+' issue-level rating on the
company's second-lien term loan due 2025. The '6' recovery rating
indicates our expectation that debtholders would realize negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a payment
default.
"The 'B' corporate credit rating on Caliber reflects our belief
that the company has an economically resilient business model,
which is somewhat offset by its aggressive expansion strategy, the
narrow scope of its operations, its limited scale, and its lack of
diversity (the company only operates in certain parts of the U.S.
and only offers collision repair services).
"The stable outlook on Caliber reflects our belief that the company
will maintain or improve its EBITDA margins, allowing it to
generate a small amount of free operating cash flow (FOCF) and
sustain sufficient liquidity despite its acquisitive growth
strategy.
"We could lower our ratings on Caliber in the next 12 months if the
company's operating prospects reverse and its EBITDA margins
decline, potentially due to integration risks associated with its
growth strategy or technical labor wage pressure from heightened
competition. We could also downgrade the company if it is unable to
generate FOCF-to-debt of 3%-5%, or if its debt leverage increases
above 8x due to multiple debt-funded acquisitions.
"We consider an upgrade unlikely during the next 12 months because
we believe that Caliber's financial policies will remain aggressive
under its financial sponsor (given its large debt burden relative
to its size and our view of its sponsors' tolerance for financial
risk). However, if the company reduced its debt-to-EBITDA metric
below 5x on a sustained basis and we felt that its sponsor would
allow it to maintain its leverage below that level, we could
consider an upgrade."
CHX ENERGY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CHX Energy LLC
435 Murphy Road
Suite B1-307
Stafford, TX 77477
Type of Business: CHX Energy listed itself as a single
asset real estate (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: January 19, 2018
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Case No.: 18-30216
Debtor's Counsel: John Joseph Davis, III, Esq.
BIBBY, MCWILLIAMS & KEARNEY, PLLC
410 Pierce St., Suite 241
Houston, TX 77002
Tel: 7139369620 x104
Fax: 7139369622
E-mail: jdavis@bmkpllc.com
- and -
Bradley A. Nevills, Esq.
KEARNEY, MCWILLIAMS & DAVIS, PLLC
410 Pierce Street, Ste. 241
Houston, Texas 77002
E-mail: bnevills@kmd.law
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bart Duijndam, authorized
representative.
The Debtor did not file a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb18-30216.pdf
CIENA CORP: Moody's Hikes CFR to Ba2; Outlook Stable
----------------------------------------------------
Moody's Investors Service upgraded Ciena Corporation's corporate
family rating to Ba2 from Ba3. The ratings outlook is stable.
The upgrade of the CFR to Ba2 reflects Moody's expectations that
Ciena will reduce adjusted gross debt to EBITDA to below 2x over
the next year while growing revenue in the mid-single digits,
modestly expanding profit margins and maintaining a robust
liquidity profile.
RATINGS RATIONALE
Ciena's Ba2 corporate family rating reflects a solid market
position in the approximately $13 billion fiber optic networking
sector. Moody's expects service providers will continue investing
to augment the capacity of their optical backbone networks in order
to drive down unit costs and create the economics/cost structure to
handle the growing amounts of IP traffic that they transport to and
from customers. With a solid market presence, good product
positioning and a broadening customer base, Ciena should benefit
from a market that Moody's anticipates will grow in the
low-to-mid-single digits over the next few years. Customer
concentration and demand volatility remain ongoing challenges,
however, Moody's expects Ciena will continue to improve its revenue
diversification with more enterprise and web-scale customers that
will help to mitigate these risks.
Ciena's profitability continues to improve through revenue growth
and cost containment, with adjusted EBITDA margins projected at
above 14% in 2018, up from 7% four years ago. Following the
conversion of a convertible debt instrument in 2017 as well as
improved operating performance, adjusted gross debt to EBITDA has
declined to 2.8x as of October 2017, down from 4.3x in 2016 and
10.3x in 2014. Moody's expects Ciena will repay the remaining
portion of its maturing convertible debt this June. Based on
current market demand conditions and Ciena's product positioning,
and Moody's expectations that Ciena will repay the remaining
portion of its maturing convertible debt this October, Moody's
expects adjusted gross debt to EBITDA to decline to below 2x over
the next year with free cash flow to adjusted gross debt exceeding
30%.
As a result of good demand in the optical transport market and
solid product positioning, Ciena has grown revenue year-over-year
in the last nine quarters by an average of 8% while improving
profit margins steadily. Based on end user market demand and
Ciena's product architecture and portfolio that is well-aligned
with that demand, Moody's expects at least low to mid-single digit
revenue growth over the next year, stable gross margins in the mid
40% range, and adjusted EBITDA margins over 14%. Ciena has a very
good liquidity profile with an SGL-1 Speculative Grade Liquidity
Rating. The company had $970 million in cash and short term
investments as of October 2017. Moody's expects Ciena will generate
over $200 million of free cash flow over the next year, with
variation driven by working capital swings that are supported by a
$250 million secured, asset based lending facility that matures
December 2020. There were no borrowings under the facility as of
October 2017.
The Ba1 rating on the senior secured first lien term loans reflect
its senior position in the capital structure relative to the
unsecured convertible notes in a default scenario. Moody's expects
Ciena's 2018 senior unsecured convertible note due October 2018
will largely settle in cash. To the extent the company's mix of
capital becomes more secured, the term loan could be notched down
to parity with the corporate family rating.
The following ratings were upgraded:
Corporate Family Rating: to Ba2 from Ba3
Probability of default rating: to Ba2-PD from Ba3-PD
$400 million senior secured term loan: to Ba1 (LGD3) from Ba2
(LGD2)
The following rating was affirmed:
Speculative Grade Liquidity Rating: at SGL-1
Ratings outlook: changed to stable from positive
The stable outlook reflects Moody's expectations that Ciena's
operating performance will continue to improve, and that Ciena will
further reduce adjusted gross debt to EBITDA toward or below 2x,
driven by strong execution, good product positioning as well as the
likelihood of repaying or converting its convertible debt due
October 2018. The stable outlook also reflects Moody's expectations
that Ciena will be able to maintain and likely expand its market
share in the fiber optic market, growing revenue in excess of the
industry.
The ratings could be upgraded if Ciena is likely to sustain revenue
growth and maintain EBITDA margins above 15%, while sustaining
adjusted gross debt to EBITDA below 2.5x and maintaining a good
liquidity profile.
The ratings could be downgraded if there is a deterioration in
business fundamentals evidenced by revenue declines and EBITDA
margins falling below 11%. Additionally, adjusted debt to EBITDA
sustained above 3.5x times could pressure the rating.
The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.
CM EBAR: Selling Liquor Licenses to Little Beast & Hash House
-------------------------------------------------------------
CM Ebar, LLC, asks the U.S. Bankruptcy Court for the District of
Nevada to authorize the sale of two liquor licenses: (i) License
Number 47-54917 to Little Beast Restaurant, Inc., LLC for $21,000;
and (ii) License Number 47-549228 to Hash House & Brews, LLC, for
$51,000.
SBR, LLC, as successor to the Debtor's original lenders, holds a
secured claim in the amount of at least $18,671,190 ("Senior
Loan"), exclusive of interest, attorneys' fees, other fees, costs,
and expenses, as of the Petition Date. SBR alleges that the Senior
Loan is secured by a continuing security interest in, all of the
Debtor's personal property and fixtures. SBR consents to the
Motion.
As reflected on Schedule B of the Petition and as disclosed in its
Amended Disclosure Statement, the Debtor owns various liquor
licenses. Many of the liquor licenses were issued to Restaurant
locations that closed prior to the filing of the Petition. Prior to
the Petition Date, the Debtor sought the services of License
Locators, Inc. to actively work to locate buyers for and attempt to
sell the Closed Location Liquor Licenses. License Locators is an
independent "broker" whose fees for this service are paid by any
located licenses' buyer over and above the purchase price. The
services contemplated by License Locators are not paid for by any
part of the Debtor's estate. License Locators is actively
searching for buyers to enter into escrow and initiate the
administrative process necessary to effectuate any contemplated
sale of the Closed Location Liquor Licenses.
Prior to the Petition Date, certain Closed Location Liquor Licenses
were subject to certain escrow agreements that remain pending but
stayed until the Court's approval of any pre-confirmation sale of
the Closed Location Liquor Licenses.
The two Liquor Licenses the Debtor proposes to sell are:
a. License Number 47-549173: Issued to restaurant located at
1225 Willow Pass Road, Concord, Contra Costa County, CA 94522. The
license will expire on Feb. 28, 2018 and is valued at $21,000.
b. License Number 47-549228: Issued to restaurant located at
75 Serramonte Center, Daly City, San Mateo County, CA 94015. The
license will expire on Oct. 31, 2018 and is valued at $50,000.
The Contra Costa County/Concord Liquor License is subject to an
Escrow Instruction Agreement dated Dec. 19, 2016, Escrow No.
006061-GGG. The Contra Costa Escrow Instructions provide for the
potential sale of the Contra Costa Liquor License to Little Beast
Restaurant, Inc., LLC for the Purchase Price of $21,000. As per
the Contra Costa Escrow Instructions, close of escrow and transfer
was contingent on multiple conditions.
Critically, the Contra Costa Escrow Instructions provide that the
escrow would be cancelled if the Buyer was not approved by the
California Department of Alcoholic Beverage Control ("ABC"). Thus,
the Contra Costa Escrow Instruction and the associated closing and
transfer were conditioned on the approval of the Buyer by ABC. On
Dec. 11, 2017, Capital Trust Escrow advised that the Contra Costa
Buyer had been approved by the ABC. The full amount of the
Purchase Price is currently being held in escrow. On Dec. 7, 2017,
Capital Trust Escrow received the 202A letter from the ABC
confirming approval of the buyer.
The San Mateo County /Daly City Liquor License is subject to an
Escrow Instruction Agreement dated May 1, 2017, Escrow No.
006470-GG. The San Mateo Escrow Instructions provide for the
potential sale of the San Mateo Liquor License to Hash House &
Brews, LLC for the Purchase Price of $50,000. As per the San Mateo
Escrow Instructions, close of escrow and transfer was contingent on
multiple conditions.
Critically, the San Mateo Escrow Instructions provide that the
escrow would be cancelled if the Buyer was not approved by the
California ABC. Thus, the San Mateo Escrow Instruction and the
associated closing and transfer were conditioned on the approval of
the Buyer by ABC. On Nov. 14, 2017, Capital Trust Escrow advised
that the San Mateo Buyer had been approved by the ABC. The full
amount of the Purchase Price is currently being held in escrow. On
Nov. 14, 2017, Capital Trust Escrow received the 202A letter from
the ABC confirming approval of the buyer.
The Debtors ask that the Court approve the sale of the Liquor
License to the Buyers free and clear of all liens, claims,
encumbrances and interests, with any such matters to attach to the
sale proceeds with the same validity and priority as existed prior
to the sale.
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/CM_EBAR_192_Sales.pdf
In regard to the values of the two Liquor Licenses, both Liquor
Licenses are within the average sales prices for type 47 licenses
in those counties and are within market value.
Shortly after being advised that the ABC had approved the Contra
Costa Buyer and the San Mateo Buyer by Capital Trust Escrow but
prior to the Debtor's ability to bring forth a motion to have the
sale and transfer approved by the Court, Capital Trust Escrow
contacted the Debtor's Counsel and indicated that the ABC, or
related department had placed a hold on the transfer. The Debtor
was advised that the California Department of Tax and Fee
Administration ("CDTFA") has placed the hold in order to allow the
CDTFA to complete an audit of the Debtor. Written notice of the
audit, dated Dec. 7, 2017, was not received by the Debtor until
Dec. 15, 2017.
In subsequent attempts to determine the true reason for the hold
and whether or not the ABC would allow the transfers to buyers to
occur, the Debtor contacted multiple individuals with the ABC and
CDTFA ("Departments") and answers were hard to come by. However,
on Jan. 4, 2018, Senior Tax Auditor, Rupal McCain advised the
Debtor's Counsel the hold would be released on Jan. 5, 2018. The
release of the hold did not occur on Jan. 5, 2018 despite the Jan.
4, 2018 email representing that the hold would be released.
On Jan. 10, 2018, Debtor Counsel left messages with Keith Meridith
of the Special in the Special Operations Department, Bankruptcy
Division. Shortly after leaving a message with Mr. Meridith, Debtor
Counsel received a call from Juanita Saucedo, who indicated that
she was the individual who requested that the withhold be placed on
the account do to the Debtor's potential liability on taxes to
California. Since Ms. Saucedo's Jan. 10, 2018 telephone call, the
Debtor's Counsel has called Mr. Meridith at least three times and
has not received a return phone call.
It appears that California has decided to maintain the hold on the
free transfer of the licenses for pecuniary rather than regulatory
purposes. It is Debtor's position that the transfers should be
permitted to buyers and that the funds associated with the
transfers should be retained by the Debtor for distribution in
accordance with its proposed Plan which is set for confirmation on
Feb. 6, 2018. The sale of these Liquor Licenses and the other
liquor licenses held by the Debtor is a necessary and indeed
critical component to its Plan of Reorganization.
Because the Departments' improper actions are compromising its
right to avail itself of the protections of the Bankruptcy Code by
unjustifiably undermining its s Plan, the Debtor respectfully asks
the Court to direct the Departments to show cause why it should not
be held in contempt for violating the Bankruptcy Code.
The Debtor has exercised its sound business judgment by agreeing to
the proposed private sale of the Liquor License to the Buyers. It
asserts that the purchase prices for the Liquor Licenses are for
fair value and subject to reasonable terms and conditions under the
circumstances, and the sale thereof will benefit the estate.
In the case at hand, waiver of Rule 6004(h) will permit the Debtor
to immediately realize the value of the Liquor License for the
benefit of their estates and creditors, and will also alleviate any
concerns of the Buyers. Accordingly, the Debtor asks the Court to
grant the relief from any stay of effectiveness of the sale.
The Purchasers:
LITTLE BEAST RESTAURANT, INC.
1496 Colorado Blvd.
Los Angeles, CA 90041-2340
HASG HOUSE & BREWS, LLC
811 Cherry Ave.
San Bruno, CA 94066-2949
About CM Ebar LLC
CM Ebar, LLC, is a casual-dining operator with various locations in
Nevada, California, and New Mexico. Its principal place of
business is located at 2270 Village Walk Drive, in Henderson,
Nevada. It is the owner of 7 operating restaurants that go by the
trade name of Elephant Bar Restaurant, operating in Nevada, New
Mexico, and California.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-15530) on Oct. 17, 2017. Barry L.
Kasoff, manager, signed the petition. Judge August B. Landis
presides over the case.
At the time of the filing, the Debtor estimated assets of $1
million to $10 million and estimated liabilities of $10 million to
$50 million.
Zachariah Larson, Esq., Matthew C. Zirzow, Esq., and Shara L.
Larson, Esq., at Larson & Zirzow, LLC, serve as the Debtor's
bankruptcy counsel.
On Nov. 7, 2017, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors in the Debtor's case.
Clark Hill represents the Committee.
On Nov. 20, 2017, the Debtor filed its proposed Disclosure
Statement and Plan of Reorganization.
CRAPP FARMS: Feb. 3 Tim Slack Auction of Calf/Cow Herd Set
----------------------------------------------------------
Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Western
District of Wisconsin authorized Crapp Farms Partnership's auction
sale of its calf/cow herd to be conducted by Tim Slack Auction &
Realty, LLC on Feb. 3, 2018.
The sale is free and clear of all liens, claims, or encumbrances.
The Debtor is authorized to compensate Slack Auction from the gross
proceeds of the Cattle Sale pursuant to the terms and conditions of
the Auction Agreement between the Debtor and Slack Auction.
The lien of BMO Harris, N.A., the Debtor's prepetition secured
lender, will attach to the net proceeds of the Cattle Sale, and
said proceeds will be paid directly to BMO via wire transfer to a
depository account specifically designated by BMO. The net
proceeds of the Cattle Sale paid to BMO will be applied to, and
will reduce the principal balance of, the Debtor's prepetition
obligations to BMO.
The Debtor will file an accounting of the Cattle Sale, auctioneer
fees, and net proceeds within 30 days of the conclusion of the
Cattle Sale, and will also provide the accounting in the applicable
Monthly Operating Report filed by Debtor.
The 14-day stay of the Order authorizing the Cattle Sale pursuant
to 6004(h) is waived and will not be enforced.
About Crapp Farms Partnership
Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers. The
farming operation is located in Potosi, Wisconsin.
Crapp Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017. The
petition was signed by Darell C. Crap, partner. At the time of the
filing, the Debtor estimated its assets and debt at $10 million to
$50 million.
The case is assigned to Judge Catherine J. Furay.
The Debtor tapped J. David Krekeler, Esq., Eliza M. Reyes, Esq.,
Jennifer M. Schank, Esq., Kristin J. Sederholm, Esq., at Krekeler
Strother, S.C., as Chapter 11 counsel.
On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Creditors Committee
is represented by Matthew E. McClintock, Esq., at Goldstein &
McClintock, LLLP.
CSP ASSET II: May Use Cash Collateral Through Feb. 15
-----------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas authorized CSP Asset II, LLC, to use the cash
collateral through February 15, 2018, or such later date as may be
agreed in writing by the Debtor and DoubleLine CRE Finance LLC,
solely in accordance with the terms and conditions of the second
interim agreed order and for payment of the items listed in the
second interim budget.
On Dec. 18, 2017, the Court entered the First Interim Agreed Order
authorizing the Debtor's use of cash collateral until Jan. 8,
2018.
DoubleLine CRE Finance LLC has consented to the Debtor's use of the
prepetition collateral. In consideration for the use of the cash
collateral, DoubleLine will receive the following adequate
protection:
(a) To the extent of any diminution in value of the interest
of DoubleLine in the prepetition collateral, DoubleLine is granted
replacement liens upon all property of the Debtor, including,
without limitation, all cash collateral, all other prepetition
collateral and all other property of the estate of any kind or
nature, real or personal.
(b) All funds distributed to the Debtor's
debtor-in-possession bank account established with Horizon Bank,
Deposit Account, Cash Management Account, and/or any other
DoubleLine controlled account will constitute the cash collateral
of DoubleLine (unless otherwise ultimately determined not to be
Cash Collateral) and will only be used by the Debtor to pay items
in the Second Interim Budget pursuant to this Second Interim Order.
DoubleLine will make a onetime disbursement into the DIP Account
from the DoubleLine's Cash Collateral. The disbursement into the
DIP Account will be in an amount sufficient to cover any shortfall
between the unexpended funds in connection with the expenses
covered under the First Interim Order in the DIP Account and the
operating expenses proposed to be paid in the Second Interim
Budget.
(c) DoubleLine and the Debtor will have the right to assert
that funds derived from postpetition sources other than rents
deposited into DoubleLine Accounts do or do not constitute Cash
Collateral.
(d) To the extent of any diminution in value of the
prepetition interests of DoubleLine in the prepetition collateral,
DoubleLine is granted an allowed super-priority administrative
claim against the Debtor, which Super-Priority Claim will have
priority over all administrative expenses.
(e) The Debtor may seek additional Court orders on use of
DoubleLine's Cash Collateral to the extent that additional funds
are needed for capital improvements or unforeseen expenses,
repairs, if approval cannot be obtained from DoubleLine in writing
of the additional expenses of the particular financial request
during the Second Interim Period.
(f) As further adequate protection, the Debtor will deliver
to DoubleLine all information, reports, documents and other
material that DoubleLine may reasonably request, either directly or
through its professionals.
(g) The Debtor will provide continued maintenance of, and
insurance on, all property of the Debtor. The Debtor will provide
satisfactory documentary proof of insurance to DoubleLine if so
requited by DoubleLine.
A final hearing to consider entry of any further order is scheduled
for February 14, 2018 at 1:30 p.m. (CST)
A full-text copy of the Second Interim Agreed Order is available
at:
http://bankrupt.com/misc/txwb17-11513-45.pdf
Attorneys for Doubleline Cre Finance LLC:
Tad A. Davidson II. Esq.
Timothy A. Davidson II, Esq.
Edward A. Clarkson, III, Esq.
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, TX 77002
Telephone: (713) 220-4200
Facsimile: (713) 220-4285
E-mail: taddavidson@andrewskurth.com
EdwardClarkson@andrewskurth.com
About CSP Asset II
Based in Austin, Texas, CSP Asset II LLC, which conducts business
as Secured Climate Storage, operates a self-storage facility built
to provide storage security for individuals and businesses. This
climate and non-climate controlled facility has more than 1,200
units and sizes up to 3,200 square feet. CSP Asset II is also an
authorized U.S. postal center and FedEx Ship center.
CSP Asset II sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 17-11513) on Dec. 5, 2017. James
R. Carpenter, manager of its sole member, signed the Chapter 11
petition.
At the time of the filing, the Debtor estimated assets and
liabilities of $10 million to $50 million.
Judge Tony M. Davis presides over the case.
Barbara M. Barron, Esq., and Stephen Sather, Esq., at BARRON &
NEWBURGER, P.C., serve as counsel to the Debtor.
DANCING WATERS: Sahlin Selling Interest in Savary Island Property
-----------------------------------------------------------------
Dancing Waters, LLC, and its affiliates ask the U.S. Bankruptcy
Court for the Western District of Washington to authorize Carl
Roger Sahlin's sale of his an undivided 50% interest in the real
property on Savary Island, Powell River District, British Columbia,
Canada, specifically located in District Lot 1375 and Lots 35 and
36 in District Lot 1376, Friends of Savary 1375 Holdings Ltd. for
CAD$3,500,000, subject to overbid.
A hearing on the Motion is set for Feb. 16, 2018, at 9:30 a.m. The
Objection deadline is Feb. 9, 2018.
The terms of the Debtor Sahlin's Plan explicitly vest the Property
in the Debtor, with directions that he retains a professional and
sell said Property for the benefit of creditors. Moreover, the
Plan also vests him with the authority to employ and compensate
professionals (such as Cam Watt) post-confirmation without further
order of the Court. Notwithstanding the foregoing, by operation of
the Debtor's Confirmed Chapter 11 Plan, sale of the Property is
conditioned upon the approval of the Court.
The remaining undivided 50% interest is owned by The Nature Trust
of British Columbia, an entity in which Debtor Sahlin holds no
interest.
The Property has been marketed for sale by Mr. Watt since at least
August, 2016. The historical development of the Property has
required litigation and capital, which until now have not been
available to the Debtor. However, after marketing the property for
an extended period of time, Mr. Watt was able to obtain three
separate offers, of which the proposed sale to the Buyer
constitutes the highest and best bid for the Property, not least
because the Buyer's particular offer provides for all cash at
closing, without any sort of the Seller carried financing.
Debtor Sahlin's children, the other co-owners of the Property, are
parties to the proposed Contract of Purchase and Sale, thereby
evincing their consent to the sale. His 50% interest in net
proceeds of sale (after payment of a 4.5% commission to Mr. Watt)
amounts to approximately CAD$1,671,250, and all such proceeds to
which he and his bankruptcy estate are entitled will be held in
escrow and/or IOLTA account of the undersigned or counsel for the
other Debtors' estates which are jointly administered in the
proceeding, to be distributed in accordance with the terms of his
confirmed Chapter 11 Plan.
Any party who wishes to submit a competing bid for the Court's
consideration should do so not later than the Response Date.
Debtor Sahlin respectfully asks that the Court enters an Order
approving the sale, authorizing him to (i) sell the Property
pursuant to the terms of the proposed Contract of Purchase and
Sale; (ii) pay his 50% pro rata share of all customary closing
costs and real estate commissions at closing, as well as any valid
liens against the Property (none are believed to exist); and (iii)
pay any net proceeds remaining after the aforementioned deductions
to escrow or counsel to be held in trust pending subsequent
distribution to allowed claims in accordance with the terms of his
confirmed Chapter 11 Plan of Liquidation.
Counsel for Sahlin:
William F. Malaier, Jr., Esq.
OGDEN MURPHY WALLACE, P.L.L.C.
901 Fifth Avenue, Suite 3500
Seattle, WA 98164-2008
Telephone: (206) 447-7000
Facsimile: (206) 447-0215
About Dancing Waters
Dancing Waters, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 15-13216) on May 22, 2015. Judge Timothy W. Dore is
assigned to the case. The Debtor estimated assets and liabilities
in the range of $1 million to $10 million. The petition was signed
by Roger Sahlin, manager. The Debtor tapped James L. Day, Esq., at
the Bush Strout & Kornfeld LLP as counsel.
DELCATH SYSTEMS: Amends 250 Million Shares Prospectus with SEC
--------------------------------------------------------------
Delcath Systems, Inc., filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offering of up to 250,000,000 shares of its common stock. All
share numbers included in this prospectus are included on a
post-reverse split basis taking into account the reverse split of
the issuer's issued common stock which occurred on Nov. 6, 2017.
Delcath is also offering to each purchaser whose purchase of shares
of common stock in this offering would otherwise result in the
purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of its outstanding
common stock immediately following the consummation of this
offering, the opportunity to purchase, if the purchaser so chooses,
pre-funded warrants to purchase shares of common stock in lieu of
common stock that would otherwise result in the purchaser's
beneficial ownership exceeding 4.99% of its outstanding common
stock (or at the election of the purchaser, 9.99%). The purchase
price of each pre-funded warrant will equal the price per share
being sold to the public in this offering minus $0.01 for each
underly warrant share, and the exercise price of the pre-funded
warrants will be $0.01 per share. This offering also relates to
the shares of common stock issuable upon exercise of any pre-funded
warrants sold in this offering. For each pre-funded warrant the
Company sells, the number of shares of common stock it is offering
will be decreased on a one-for-one basis with the number of warrant
shares underly the pre-paid warrants.
The Company's common stock is quoted on the OTCQB under the symbol
"DCTH." The last reported sale price of the Company's common stock
on Jan. 12, 2018 was $0.04 per share. There is no established
public trading market for the pre-funded warrants and the Company
does not expect a market to develop. In addition, the Company does
not intend to apply for listing of the pre-funded warrants on any
national securities exchange or other nationally recognized trading
system.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/qSfmy0
About Delcath Systems
Based in New York, New York, Delcath Systems, Inc. --
http://www.delcath.com/-- is an interventional oncology Company
focused on the treatment of primary and metastatic liver cancers.
The Company's investigational product -- Melphalan Hydrochloride
for Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects. In Europe, the Company's system is in commercial
development under the trade name Delcath Hepatic CHEMOSAT Delivery
System for Melphalan (CHEMOSAT), where it has been used at major
medical centers to treat a wide range of cancers of the liver.
As of Sept. 30, 2017, Delcath Systems had $14.48 million in total
assets, $16.33 million in total liabilities and a total
stockholders' deficit of $1.85 million. The Company has incurred
losses since inception and has an accumulated deficit of $305.6
million at Sept. 30, 2017. During the nine months ended Sept. 30,
2017 used $11.7 million of cash for its operating activities.
Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
DOCASA INC: Incurs $274,000 Net Loss in Fiscal First Quarter
------------------------------------------------------------
DOCASA, Inc., filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q reporting a net loss of $273,529 on
$1.52 million of net revenue for the three months ended Nov. 30,
2017, compared to a net loss of $58,846 on $916,625 of net revenue
for the three months ended Nov. 30, 2016.
As of Nov. 30, 2017, DOCASA had $5.48 million in total assets,
$3.24 million in total liabilities and $2.23 million in total
shareholders' equity.
At Nov. 30, 2017, the Company had cash and cash equivalents of
$202,133. The Company has historically met its cash needs through
a combination of cash flows from operating activities and proceeds
from private placements of its securities and loans. The Company
plans to continue meeting its cash needs through the same methods
used historically.
The Company's operating activities provided cash of $792,804 for
the three months ended Nov. 30, 2017, and provided cash in
operations of $86,710 during the same period in 2016. The
principal elements of cash flow from operations for the three
months ended Nov. 30, 2017, included a net loss of $273,530, and an
increase in accounts payable of $739,850 and accrued expenses of
$252,360, offset primarily by an increase in prepaid expenses of
$100,718.
Cash used in investing activities during the three months ended
Nov. 30, 2017, was $335,349 compared to $167,292 during the same
period in 2016, which was primarily related in both periods to the
acquisition of fixed assets and Tapped.
Cash used in the Company's financing activities was $348,722 for
the three months ended Nov. 30, 2017, compared to cash provided by
financing activities of $75,811 during the comparable period in
2016.
As of Nov. 30, 2017, current assets exceeded current liabilities.
Current assets were $673,969 at Aug. 31, 2017 and $1,067,347 at
Nov. 30, 2017, whereas current liabilities increased from
$1,444,318 at Aug. 31, 2017, to $2,646,547 at Nov. 30, 2017.
The Company has a working capital deficit as of Nov. 30, 2017 of
$1,579,200, and has cash provided by operations of $792,804 for the
three months ended Nov. 30, 2017. In addition, as of Nov. 30,
2017, the Company had accumulated deficit of $3,039,896. The
Company said that without further funding, these conditions raise
substantial doubt about its ability to continue as a going
concern.
According to DOCASA, "There can be no assurances that the Company
will be successful in generating additional cash from the
equity/debt markets or other sources to be used for operations.
The consolidated financial statements do not include any
adjustments relating to the recoverability of assets and
classification of assets and liabilities that might be necessary.
Based on the Company's current resources, the Company will not be
able to continue to operate without additional immediate funding.
Should the Company not be successful in obtaining the necessary
financing to fund its operations, the Company would need to curtail
certain or all operational activities and/or contemplate the sale
of its assets, if necessary."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/lkU8Jl
About DOCASA
DOCASA, Inc. -- http://www.docasainc.com/-- is focused on the
investment in a rapidly growing specialty coffee market principally
in the United Kingdom. Through its subsidiary, Department of
Coffee and Social Affairs Limited, headquartered in London,
England, it has established and is growing a UK specialty coffee
shop and online retail business. DOCASA is also pursuing the
franchising and/or licensing of its branded shops and premium
product offering outside of the UK to countries where the premium
coffee market is rapidly expanding. DOCASA continues to review
opportunities in the broader international coffee market. DOCASA
was incorporated in the State of Nevada on July 22, 2014, under the
name of FWF Holdings, Inc. The Company changed its name on Aug. 4,
2016. The company's corporate headquarters is in Schaumburg,
Illinois.
Green & Company CPAs, Inc., in Temple Terrace, Florida, issued a
"going concern" qualification in its report on the consolidated
financial statements for the year ended Aug. 31, 2017. The
independent auditors said that the Company reported a net loss of
$1.426 million in 2017, and used cash for operating activities of
$731,424. At Aug. 31, 2017, the Company had a working capital
deficit, shareholders' equity and accumulated deficit of $770,349,
$461,970 and $2,766,367, respectively. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
DOCASA INC: Needs More Time to File Nov. 30 Form 10-Q
-----------------------------------------------------
DOCASA Inc. notified the Securities and Exchange Commission via
Form 12b-25 regarding the delay in the filing of its quarterly
report on Form 10-Q for the period ended Nov. 30, 2017.
"The Registrant did not obtain all of the necessary information
prior to the filing date, the accountant could not complete the
required financial statements, and management could not complete
the Management's Discussion and Analysis of such financial
statements prior to the filing deadline," the Company stated in the
SEC filing.
About DOCASA
DOCASA, Inc. is focused on the investment in a rapidly growing
specialty coffee market principally in the United Kingdom. Through
its subsidiary, Department of Coffee and Social Affairs Limited,
headquartered in London, England, it has established and is growing
a UK specialty coffee shop and online retail business. DOCASA is
also pursuing the franchising and/or licensing of its branded shops
and premium product offering outside of the UK to countries where
the premium coffee market is rapidly expanding. DOCASA continues to
review opportunities in the broader international coffee market.
DOCASA was incorporated in the State of Nevada on July 22, 2014,
under the name of FWF Holdings, Inc. The Company changed its name
on Aug. 4, 2016.
Green & Company CPAs, Inc., in Temple Terrace, Florida, issued a
"going concern" qualification in its report on the consolidated
financial statements for the year ended Aug. 31, 2017. The
independent auditors said that the Company reported a net loss of
$1,425,846 in 2017, and used cash for operating activities of
$731,424. At August 31, 2017, the Company had a working capital
deficit, shareholders' equity and accumulated deficit of $770,349,
$461,970 and $2,766,367, respectively. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
As of Aug. 31, 2017, DOCASA had $2.48 million in total assets,
$2.02 million in total liabilities and $461,970 in total
shareholders' equity.
DOUBLE Y FARMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Double Y Farms, Inc.
8838 Hwy 1
Duncan, MS 38740
Business Description: Double Y Farms, Inc. is a privately owned
company in Duncan, Mississippi, that
operates in the farming industry.
Chapter 11 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
Northern District of Mississippi (Aberdeen)
Case No.: 18-10168
Debtor's Counsel: Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: 601-427-0048
E-mail: cmgeno@cmgenolaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard Young, president.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/msnb18-10168.pdf
DOWNSTREAM DEVELOPMENT: Moody's Puts B3 CFR on Review for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed Downstream Development Authority's
(DDA) B3 Corporate Family Rating and B3-PD Probability of Default
Rating on review for upgrade. At the same time, Moody's assigned a
B2 rating to the company's proposed $265 million senior secured
notes due 2023.
DDA plans to use the proceeds from the proposed senior secured
notes along with a new $40 million 1st lien term loan due 2023
(not-rated) to refinance the company's existing 10.5% $285 million
senior secured notes 2019 rated B3 and $32 million outstanding
first lien credit facility (not-rated). The B3 rating on DDA's
existing senior secured notes was affirmed and will be withdrawn
once the proposed transaction closes as Moody's expects these notes
will be fully repaid.
"Moody's expects to upgrade DDA's Corporate Family Rating and
Probability of Default Rating one notch to B2 and B2-PD,
respectively, if and when the proposed refinancing transaction
closes as it will significantly extend DDA's debt maturity
profile," stated Keith Foley, a Senior Vice President at Moody's.
"On a pro forma basis, DDA's earliest debt maturity will be five
years from now."
"The B2 assigned to DDA's proposed senior secured notes assumes
that the transaction closes as proposed and that the CFR upgrade to
B2 occurs at that time," added Foley.
On Review for Upgrade:
Issuer: Downstream Development Authority
-- Probability of Default Rating, Placed on Review for Upgrade,
currently B3-PD
-- Corporate Family Rating, Placed on Review for Upgrade,
currently B3
Assignments:
Issuer: Downstream Development Authority
-- Senior Secured Regular Bond/Debenture, Assigned B2(LGD4)
Outlook Actions:
Issuer: Downstream Development Authority
-- Outlook, Changed To Rating Under Review From Stable
Affirmations:
Issuer: Downstream Development Authority
-- Senior Secured Regular Bond/Debenture, Affirmed B3(LGD4)
RATINGS RATIONALE
In addition to extending DDA's debt maturity profile, the review
for upgrade considers Moody's opinion that, with little in the way
of capital expenditure requirements, DDA will continue to generate
positive free cash flow after interest, capital expenditures, and
Tribal cash distributions as it has over the past three years.
Going forward, Moody's expect DDA will generate between $8 million
and $10 million of cash flow after capital expenditures, cash
interest, and cash distributions, and will apply some of this
towards debt reduction. Although the proposed refinancing is
leverage neutral -- pro forma debt/EBITDA is about 5.5 times --
Moody's expects DDA will continue to use its excess cash flow to
reduce debt and leverage to below 5.0 times within the next 12-18
months. DDA has used its excess cash flow to repurchase about $30
million of senior secured notes during the past two years.
DDA is a wholly owned unincorporated instrumentality of the Quapaw
Tribe of Oklahoma, a federally recognized Native American tribe
with approximately 4,900 enrolled members. Downstream owns and
operates the Downstream Casino Resort, a Native American casino
located at the point where the state borders for Kansas, Missouri
and Oklahoma meet -- its casino is in Oklahoma and part of its
parking lot is located in Kansas.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
DOWNSTREAM DEVELOPMENT: S&P Affirms 'B' CCR Amid New Refinancing
----------------------------------------------------------------
U.S. casino operator Downstream Development Authority (DDA) plans
on raising $305 million of new secured debt, consisting of a $40
million term loan and $265 million of senior notes, to refinance
its existing capital structure. DDA plans to use proceeds from the
proposed transaction to refinance its existing term loan and senior
notes. S&P Global Ratings will withdraw its rating on the notes
once they are fully repaid.
S&P Global Ratings is thus affirming its 'B' issuer credit rating
on Quapaw, Okla.-based Downstream Development Authority (DDA). The
outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed $265 million senior notes due 2025.
"The affirmation of our 'B' corporate credit rating reflects our
expectation for adjusted debt to EBITDA to improve to about 5x in
fiscal 2018 and 2019, given our forecast for modest EBITDA growth
and debt reduction," said S&P Global Ratings credit analyst Jason
Starrett.
S&P said, "We are forecasting funds from operations (FFO) to debt
to be about 10% in each of the next two years. (DDA's fiscal year
ends Sept. 30.)
"The stable outlook reflects our expectation that relatively stable
EBITDA generation will support some modest improvement in credit
measures. We anticipate DDA will use its discretionary cash flow
for further debt repayment in fiscal 2018, such that debt to EBITDA
improves to about 5x, FFO to debt to about 10%, and EBITDA coverage
of interest to about 2x by fiscal 2019."
E & J MACON: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: E & J Macon LLC
878 East 28th Street
Brooklyn, NY 11210
Type of Business: E & J Macon LLC is a closely-held limited
liability company in Brooklyn, New York
engaged in leasing real estate properties.
The Debtor does not presently own assets or
operate a business, but commonly owned entities
1049 Bergen Realty LLC, 1596 Pacific Realty LLC,
and 401 Macon Realty LLC, own and operate three
properties commonly known as 1596 Pacific
Street, Brooklyn, N.Y.; 1049 Bergen Street,
Brooklyn, N.Y.; and 401 Macon Street, Brooklyn,
N.Y., which are multi-family and mixed use
building.
Chapter 11 Petition Date: January 19, 2018
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 18-40321
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Jay Teitelbaum, Esq.
TEITELBAUM LAW GROUP, LLC
1 Barker Avenue
White Plains, NY 10601
Tel: (914) 437-7670
Fax: (914) 437-7672
E-mail: jteitelbaum@tblawllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ervin Johnson, Jr., managing member.
A full-text copy of the petition, along with a list of three
unsecured creditors, is available for free at:
http://bankrupt.com/misc/nyeb18-40321.pdf
ECOARK HOLDINGS: Nepsis Capital Hikes Stake to 24.1% as of Dec. 31
------------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Nepsis Capital Management, Inc. reported that as of
Dec. 31, 2017, it beneficially owns 11,164,492 shares of common
stock of Ecoark Holdings, Inc., constituting 24.179% of the
46,174,000 shares outstanding.
Over the period of the last approximate 90 days, Nepsis Capital, in
its capacity as a RIA, used an aggregate of $7,147,575 of funds
provided through the accounts of certain of its investment advisory
clients to make additional purchases of the Securities reported as
beneficially owned.
A full-text copy of the regulatory filing is available at:
https://is.gd/Xtr7q2
About Ecoark Holdings
Ecoark Holdings, Inc. -- http://www.ecoarkusa.com/-- is an
innovative and growth-oriented company founded in 2007 that
develops and deploys intelligent technologies and products in order
to meet the demand for sustainable, integrated solutions to
contemporary business needs. Ecoark Holdings is a holding company
that supports the businesses of its subsidiaries in providing
technological solutions for customers to achieve ecological
conservation through improvements in efficiency or reduction of
waste. Ecoark Holdings is the parent company of Ecoark, Inc. and
Magnolia Solar Inc. The company is based in Rogers, Arkansas.
KBL, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred substantial losses and
needs to obtain additional financing to continue the development of
their products. The lack of profitable operations raises
substantial doubt about the Company's ability to continue as a
going concern.
Ecoark reported a net loss of $25.23 million in 2016 and a net loss
of $10.47 million in 2015. As of Sept. 30, 2017, Ecoark Holdings
had $17.43 million in total assets, $3.40 million in total
liabilities and $14.02 million in total stockholders' equity.
EDUARDO SALAS HERRERA: Llantada Buying Horse for $14K
-----------------------------------------------------
Eduardo F. Salas Herrera asks the U.S. Bankruptcy Court for the
Southern District of Florida to authorize the sale of a 12-year old
horse named "Piglet" outside the ordinary course of business to
Maria Llantada for $14,000.
The Debtor is an individual whose primary income prior of his
transfer of 55% of his interest in Rancho to Purple Lane in
September 2015 was from horse sales, boarding and riding lessons.
Subsequent to the Petition Date, he has generated his income
providing horse riding lessons.
On his schedules, the Debtor listed his interest in four horses.
One of those horses is a 12-year old horse named "Piglet." Piglet
suffers from a condition known as navicular. The effects of
navicular are to cause pain in the front legs of the horse, and
inhibits its ability to be utilized as a "jumper."
In December 2017, the Debtor began providing horse riding lessons
to Ms. Llantada, who is unrelated to the Debtor. Ms. Llantada
expressed an interest in purchasing Piglet in December 2017 and
only recently made a concrete offer to purchase Piglet for $14,000.
In the Debtor's schedules, the Debtor valued Piglet at $15,000.
The terms of the sale for the sale are "as is, where is," without
any warranties for the amount of $14,000, with 10% being paid to
Daniel Michan who is the trainer for Ms. Llantada as a brokerage
fee. The closing date is upon court approval and there are no
closing conditions. The offer is not subject to higher and better
offers and there are no requirements for competitive bidding, or
purchaser protections. There is no personally identifiable
information associated with the transfer and sale of Piglet and
there are no known lienholders or interest holders.
There are no payment terms other than the one-time payment of
$14,000, which will be deposited into the Debtor's DIP account
pending further order of the Court.
Counsel for the Debtor:
Nicholas B. Bangos, Esq.
2925 PGA Blvd., Suite 204
Palm Beach Gardens, FL 33410
Telephone: (561) 626-4700
Facsimile: (561) 627-9479
E-mail: nbb@nickbangoslaw.com
Eduardo F Salas Herrera filed a voluntary Chapter 11 petition
(Bankr. S.D. Fla. Case No. 17-16667) on May 26, 2017.
EIG MANAGEMENT: Moody's Assigns Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a first time corporate
family rating of Ba2 to EIG Management Company LLC (EIG) with a
stable outlook.
Pursuant to this action, the following ratings are being assigned.
EIG Management Company LLC:
- Corporate Family Rating (CFR): Ba2
- Probability of Default Rating (PDR): Ba2-PD
- $220 million Senior Secured Term Loan B: Ba2
- $25 million Senior Secured Revolving Credit Facility, Ba2
RATINGS RATIONALE
The Ba2 corporate family rating reflects EIG's market position
among rated asset managers and gives particular consideration to
its 35 year experience sponsoring mezzanine debt or
structured-equity, secured direct-lending, or private equity funds.
The long-term performance of EIG's investment funds and the
expected growth of assets under management from its current fund
raising activities support the rating at this level.
The stable rating outlook reflects the rising share of permanent
capital under management from recent initiatives, including its
investment to assume the role of joint advisor to the FS Energy &
Power Fund (FSEP), a business development corporation.
Moody's notes that EIG's key credit strengths include:
- its deep experience investing in the energy, infrastructure, and
power sectors. It has successfully managed nine funds to conclusion
and is in the post investment period for another six, with most
achieving double-digit net returns,
- a conservative management style, a highly selective investment
process, and professionalized oversight of investments from
inception to realization, and
- the breadth and global diversity of both its investment program
and its clientele
Potential sources of credit weakness are:
- Modest scale with revenues currently under $200 million,
- Specialization in a single sector of investment expertise, and
- Leverage on a pro forma basis exceeding 3.3x, as calculated by
Moody's
Moody's said factors that could cause upward pressure on EIG's
rating include: 1) increased scale, with revenues exceeding $300
million, 2) further balance sheet deleveraging, sustaining
debt/EBITDA (as defined by Moody's) below 2.5x; or 3) greater
diversification of its sources of capital, including additional
permanent capital vehicles.
Moody's said factors that could cause downward pressure on EIG's
rating include: 1) leverage elevated above 4.0x for a sustained
period; 2) poor success in raising new investment funds; or 3) a
decline in scale due to performance weakness or AUM instability.
ELENA DELGADILLO: Trustee's $275K Sale of Oakland Property Denied
-----------------------------------------------------------------
Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern
District of California authorized dismissed without prejudice the
proposed sale by Irma Edmonds, Chapter 11 Trustee for Elena
Delgadillo, of real property commonly known as 9115 International
Blvd., Oakland, California, to Mohsen Mohamed for $275,000, subject
to overbid.
A hearing on the Motion was held on Jan. 11, 2018 at 10:30 a.m.
The Trustee will pay the amounts provided for as real estate
commissions in the proposed contract for sale from the monies of
the bankruptcy estate. She is authorized to execute such documents
as are necessary to cancel the escrow and release funds deposited
by Mohamed, from the escrow for the sale and not approved by the
Court.
About Elena Delgadillo
Elena Delgadillo filed a Chapter 11 petition (Bankr. E.D. Cal. Case
No. 16-90500) on June 9, 2016, and was represented by David C.
Johnston, Esq.
Irma Edmonds was appointed as Chapter 11 Trustee for the Debtor's
estate on Dec. 21, 2016, and continues to serves in that capacity.
The Trustee filed on March 16, 2017, an application to hire
Stephanie Davis of Coldwell Banker Residential Brokerage as real
estate agent. The application was approved by order filed March
23, 2017. Stephanie Davis was appointed as Broker/Agent on Aug.
25, 2017.
Attorneys for the Chapter 11 Trustee:
HEFNER, STARK & MAROIS, LLP
Howard S. Nevins, Esq.
Aaron A. Avery
2150 River Plaza Drive, Suite 450
Sacramento, CA
Tel: (916) 925-6620
Fax: (916) 925-1127
The Real Estate Agent can be reached at:
Stephanie Davis
Realtor Associate
COLDWELL BANKER RESIDENTIAL BROKERAGE
6137 La Salle Ave, Oakland, CA 94611, USA
Tel: (510) 207-5209
E-mail: stephanie.davis@cbnorcal.com
EMG UTICA: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on EMG Utica LLC. The outlook is stable.
S&P said, "At the same time, we raised our issue-level rating on
EMG Utica's $325 million senior secured term loan B to 'B+' from
'B'. We also revised the recovery rating on the term loan to '2'
from '3', reflecting our expectation of substantial (70%-90%;
rounded estimate: 80%) recovery in the event of default."
EMG Utica LLC is rated under S&P Global Ratings' non-controlling
equity interest (NCEI) criteria, which are used to rate debt
instruments issued by entities that own shares in one or more other
entities (the investee company). The 'B' corporate credit rating on
the company reflects the differentiated credit quality between it
and its investee company, MarkWest Utica EMG LLC, of which EMG
Utica owns a 44.3% interest. The differentiation reflects the
structural subordination of the company relative to MarkWest Utica
and the discretionary dividends that it does not control.
The main factors behind EMG Utica's rating include the cash flow
stability of its underlying investment, the level of influence on
MarkWest Utica's corporate governance and financial policy, EMG
Utica's financial ratios, and EMG Utica's ability to liquidate
investments to repay debt.
S&P said, "The stable rating outlook on EMG Utica reflects our
belief that the company will have adequate liquidity to meet its
financial obligations over the next 12 months with interest
coverage in excess of 10x and a debt-to-EBITDA ratio in the 1.5x-2x
range.
"Though unlikely due to the robust metrics, we could lower the
ratings if dividends became curtailed such that interest coverage
fell below 1.5x.
"Higher ratings are unlikely over the next year, due to the
company's limited scale and our view that MarkWest Utica's cash
flows are dependent on counterparties with lower ratings. We could
consider higher ratings if our view of MarkWest Utica's
creditworthiness improved."
ESCALERA RESOURCES: $410K Sale of Rabourn Assets to Rock Creek OK'd
-------------------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado authorized Escalera Resources Co.'s private
sale of one oil well and related assets located in Campbell County,
Wyoming ("Rabourn Assets") to from Rock Creek Energy, LLC, for
$410,000, subject to adjustments.
The Rabourn Assets consist of the following: (i) one stand-alone
oil well; (ii) the equipment, machinery, fixtures, flowlines,
storage facilities and other tangible personal property and
improvements located on the subject land; (iii) all Hydrocarbons
produced from or attributable to the leases, land and well after
the Effective Time; (iv) an executory contract for the sale of oil
produced from the well and the unexpired oil and gas leases
associated therewith; and (v) records relating to the foregoing.
The sale is free and clear of all liens, claims, interests and
encumbrances, except for those Interests identified in the PSA as
Permitted Encumbrances. The Interests of the Campbell County,
Wyoming Treasurer and Societe Generale, as Administrative Agent,
including but not limited to the Adequate Protection Liens, will
attach to the proceeds of the sale of the Rabourn Assets.
Notwithstanding the foregoing, the Debtor is authorized to pay the
gross proceeds-ad valorem taxes owed to Campbell County that are
past due as of the Closing at Closing, in which case the Lien
Claims of the Campbell County, Wyoming Treasurer will not attach to
the sale proceeds to the extent such claims are actually paid. The
sale is not free and clear of liens for taxes for taxes not yet
delinquent.
The Debtor is authorized at the Closing to assume and assign the
Purchased Contracts.
A copy of the list of the Purchased Contracts attached to the Order
is available for free at:
http://bankrupt.com/misc/Escalera_Resources_545_Order.pdf
Notwithstanding Fed. R. Bankr. P. 6004(h) and 6006(d), the Order
will be effective and enforceable immediately upon entry, and its
provisions will be self-executing. The Order will take effect
immediately and will not be automatically stayed pursuant to
F.R.B.P. 7062 or otherwise.
About Escalera Resources
Headquartered in Denver, Colorado, Escalera Resources Co.
(OTCMKTS:ESCRQ) is an independent energy company engaged in the
exploration, development, production and sale of natural gas and
crude oil, primarily in the Rocky Mountain basins of the western
United States. Escalera was incorporated in Wyoming in 1972 and
reincorporated in Maryland in 2001. As of October 2015, the
Company had 22 employees, none of whom are subject to a collective
bargaining agreement.
Escalera Resources filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. Adam Fenster,
the chief financial officer, signed the petition.
Escalera disclosed total assets of $97.7 million and total
liabilities of $67.7 million as of June 30, 2015.
Judge Thomas B. McNamara is assigned to the case.
The Debtor hired Onsager Guyerson Fletcher Johnson as bankruptcy
counsel; Hein & Associates, LLP, as accountants; Lindquist & Vennum
LLP, as special counsel in connection with the Humphrey litigation;
Jones & Keller, P.C., as special counsel for general corporate and
securities matters; Williams, Porter, Day & Neville, P.C. as
special counsel in the pursuit of a tax refund from the State of
Wyoming; and Seaport Global Securities LLC as investment banker.
On Nov. 13, 2015, the U.S. Trustee appointed an Official Unsecured
Creditors Committee.
The Creditors Committee filed a motion to appoint a chapter 11
trustee on Oct. 16, 2016. The Debtor filed a response, and the
parties informally agreed to put the matter on hold while Debtor
obtained and hired financial advisors to conduct a sale process and
file a new Plan.
EVIO INC: Incurs $3.59 Million Net Loss in Fiscal 2017
------------------------------------------------------
EVIO, Inc., filed with the Securities and Exchange Commission its
annual report on Form 10-K reporting a net loss of $3.59 million on
$3.02 million of total revenue for the year ended Sept. 30, 2017,
compared to a net loss of $2.55 million on $560,961 of total
revenue for the year ended Sept. 30, 2016.
As of Sept. 30, 2017, Evio had $6.01 million in total assets, $5.79
million in total liabilities and $225,441 in total equity.
The Company had cash on hand of $121,013 as of Sept. 30, 2017,
current assets of $627,572 and current liabilities of $4.429
million creating a working capital deficit of $3,801,006. Current
assets consisted of cash totaling $121,013, accounts receivable net
of allowances totaling $229,564, prepaid expenses totaling
$169,557, other current assets of $7,438 and current portion of a
note receivable of $100,000. Current liabilities consisted of
accounts payable and accrued liabilities of $773,053, client
deposits of $119,281, deferred revenue of $40,800, convertible
notes payable net of discounts of $1.213 million, current capital
lease obligations of $37,990, interest payable of $133,697,
derivative liabilities of $294,637, current portions of notes
payable net of discounts of $1,503,545 and current portions of
related party payables of $312,855.
During the year ended Sept. 30, 2017, the Company used $587,665 of
cash in operating activities which consisted of a net loss of
$3,590,049 non-cash losses of $2,454,299 and changes in working
capital of $548,085.
Net cash used in investing activities total $1,058,062 during the
year ended Sept. 30, 2017. The Company paid $253,046 for the
purchase of equipment, paid $505,016 for the acquisition of
subsidiaries and issued a note receivable for $300,000.
During the year ended Sept. 30, 2017, the Company generated cash of
$1.709 million from financing activities. The Company repaid
$14,353 of capital lease obligations; received $114,500 of cash
from the sale of series D preferred stock, $112,000 from the sale
of common stock; $1.640 million in cash from convertible notes
payable, net advances from loans payable of $49,200 and made net
repayments on related party notes payable of $192,093.
Sadler, Gibb & Associates, LLC, in Salt Lake City, UT issued a
"going concern" qualification in its report on the consolidated
financial statements for the year ended Sept. 30, 2017, noting that
the Company has negative working capital, recurring losses, and
does not have a source of revenues sufficient to cover its
operations costs. These factors raise substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/NHsvkx
About EVIO, Inc.
Based in Bend, Oregon, EVIO, Inc. -- http://www.eviolabs.com/-- is
a life science company focused on advancing and analyzing cannabis
as a means for improving quality of life. The Company provides
analytical testing services, advisory services and performs product
research in its accredited laboratory testing facilities. The
Company's EVIO Labs division operating coast-to-coast provides
state-mandated ancillary services to ensure the safety and quality
of the nation's cannabis supply. At a special meeting of
stockholders held on Aug. 30, 2017, the stockholders of Signal Bay
approved, among other things, an amendment to the Company's
Restated and Amended Articles of Incorporation to change the name
of the Company to "EVIO, Inc." The name change took effect at
12:01 am Sept. 6, 2017.
EXTRACTION OIL: Moody's Rates New Unsecured Notes Due 2026 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Extraction Oil
and Gas, Inc.'s proposed senior unsecured notes due 2026.
Extraction's other ratings are unchanged.
"The proceeds from Extraction's proposed notes issuance will
refinance its notes due 2021 with lower coupon debt and put cash on
the balance sheet, modestly improving its liquidity" commented
James Wilkins, Moody's Vice President - Senior Analyst.
Ratings assigned:
Issuer: Extraction Oil and Gas, Inc.
-- GTD.Senior Unsecured Regular Bond/Debenture, Assigned B3
(LGD5)
RATINGS RATIONALE
Extraction's senior unsecured notes are rated B3, one notch below
the B2 Corporate Family Rating (CFR), consistent with Moody's Loss
Given Default Methodology, reflecting the contractual subordinated
of the notes to the secured debt under the revolving credit
facility. Following the redemption of the $550 million of notes due
2021, Extraction's balance sheet debt will be comprised of the
proposed senior unsecured notes due 2026, the $400 million senior
unsecured notes due 2024 and secured revolving credit facility. The
notes and revolver are guaranteed by Extraction's existing and
future subsidiaries.
Extraction's B2 CFR reflects its rapid growth, modest scale despite
its growth, geographic concentration as a pure play DJ Basin
producer, as well as cash flow and leverage credit metrics
supportive of the rating. The company benefits from having a
well-defined asset base with production yielding about two-thirds
liquids, a critical mass of strategically located contiguous
acreage in the Wattenberg Field and low finding and developing
(F&D) costs (below $10/boe).
The company grew production to approximately 66 Mboe/day in the
fourth quarter 2017, approximately a 70% year-over-year increase,
and expects to grow 2018 production over 70% as it continues its
drilling program. Acquisitions in 2017 added approximately 97,000
net acres of leasehold and new development opportunities. The
proved developed reserves will continue to grow as acreage is
developed.
Extraction has outspent internally generated cash flows to fund its
rapid growth, but has funded a significant portion of capital
expenditures with equity. Moody's expects the company to limit
further asset portfolio transactions to minor acquisitions and
selling non-core acreage, and to focus on developing its existing
acreage. As a result, Moody's expects production volumes and
internally generated cash flows will increase and leverage will
decline. The company targets a conservative net debt to EBITDA
ratio of 1.5x. Moody's expects retained cash flow to debt to exceed
25% in 2018. (The metric was 22% for the twelve months ended
September 30, 2017.)
The stable outlook reflects Moody's expectation that the company
will continue to grow its production and develop its assets without
materially increasing leverage. The rating could be upgraded if the
company executes its growth program and maintains retained cash
flow to debt above 25%. A downgrade would be considered if retained
cash flow to debt appeared likely to fall below 15% on a sustained
basis or liquidity deteriorated.
The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.
Extraction Oil and Gas, Inc., headquartered in Denver, Colorado, is
an oil and gas exploration and production (E&P) company with
approximately 165,000 net acres in its current focus area of the
Wattenberg Field of the Denver-Julesburg (DJ) Basin. The company
had average production of 66 thousand barrels of oil equivalent per
day (Mboe/day) in the fourth quarter 2017.
FHH PROPERTIES: Case Summary & Lists of Top Unsecured Creditors
---------------------------------------------------------------
Affiliates that filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code:
Debtor Case No.
------ --------
FHH Properties LLC 18-10113
3636 Lake Michelle Court
Gretna, LA 70056
FNR Properties LLC 18-10114
3636 Lake Michelle Court
Gretna, LA 70056
Fatmah H. Hamdan 18-10115
3636 Lake Michel Ct
Gretna, LA 70056
Business Description: Each of FHH Properties and FNR Properties
is a real estate company based in New
Orleans, Louisiana. The Debtors are
affiliates of B Express-Elysian Fields, LLC,
which sought Chapter 7 bankruptcy protection
on Jan. 18, 2018. Fatmah Hamdan is the 100%
owner of all three businesses.
Chapter 11 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
Eastern District of Louisiana (New Orleans)
Judge: Hon. Jerry A. Brown
Debtors' Counsel: Robin R. De Leo, Esq.
THE DE LEO LAW FIRM, LLC
800 Ramon St
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
E-mail: lisa@northshoreattorney.com
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
---------- -----------
FHH Properties $1 mil.-$10 million $1 mil.-$10 million
FNR Properties $0.5 mil.-$1 million $1 mil.-$10 million
Fatmah H. Hamdan $1 mil.-$10 million $1 mil.-$10 million
The petitions were signed by Fatmah Hamdan, managing member and
sole owner.
A full-text copy of FHH Properties' petition, containing a list of
the Debtor's four largest unsecured creditors, is available for
free at:
http://bankrupt.com/misc/laeb18-10113.pdf
A full-text copy of FNR Properties' petition, containing a list of
the Debtor's three largest unsecured creditors, is available for
free at:
http://bankrupt.com/misc/laeb18-10114.pdf
A full-text copy of Fatmah H. Hamdan's petition is available for
free at:
http://bankrupt.com/misc/laeb18-10115.pdf
FILBIN LAND: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: Filbin Land & Cattle Co., Inc.
433 Roxanne Drive
Patterson, CA 95363
Business Description: Filbin Land & Cattle Co., Inc. is a
privately held company in Patterson,
California engaged in the cattle business.
The company is a merchant wholesaler
of raw farm products.
Chapter 11 Petition Date: January 17, 2018
Case No.: 18-90030
Court: United States Bankruptcy Court
Eastern District of California (Modesto)
Judge: Hon. Ronald H. Sargis
Debtor's Counsel: Reno F.R. Fernandez, III, Esq.
MACDONALD FERNANDEZ LLP
221 Sansome St 3rd Fl
San Francisco, CA 94104
Tel: 415-362-0449
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Jeffery Edward Arambel, president and
CEO.
A full-text copy of the petition, along with a list of nine
unsecured creditors, is available for free at
http://bankrupt.com/misc/caeb18-90030.pdf
FRONTIER COMMUNICATIONS: Debt Amendments No Impact on Moody's CFR
-----------------------------------------------------------------
Moody's Investors Service said that Frontier Communications
Corporation's proposal to amend the terms of its existing credit
facilities does not immediately impact its ratings, including its
B3 corporate family rating (CFR), its B2 secured rating or its B3
unsecured rating. Frontier's outlook remains negative reflecting
its negative subscriber, revenue and EBITDA trends.
The proposed amendment eliminates the total leverage covenant and
restriction on junior liens in exchange for a 1.5x first lien
incurrence test, an expansion of the credit facility's collateral
and other concessions. However, Frontier's ability to incur
additional priority debt remains limited by the company's bond
indentures to 10% of total assets plus 20% of current assets and
net property plant and equipment, a restriction that Moody's
estimates allows for an additional $1.3 billion in priority debt.
Of this amount, the newly amended credit facility terms limit the
first lien additional debt to $800 million.
Moody's believes that this amendment is potentially positive for
Frontier's liquidity and may improve its ability to refinance
upcoming unsecured note maturities. The increase in collateral and
reduction in first lien capacity improves the seniority of the B2
rated first lien creditor class. But, the concurrent decline in
asset coverage for the unsecured notes puts downward pressure on
Frontier's B3 unsecured rating. The unsecured B3 rating has limited
capacity for further subordination, but is likely to accommodate
additional priority debt incurred within Frontier's newly proposed
first lien incurrence limit so long as Frontier's fundamentals
continue to progress toward stabilization and any proceeds are used
to refinance near term maturities.
Moody's continues to expect Frontier to address unsecured note
maturities in 2018 ($578m) and 2019 ($428) with internally
generated cash. Frontier could then be in a position to address its
2020 unsecured maturities ($923m) with a mix of cash and additional
secured debt. Moody's anticipates that over this timeframe,
Frontier's progress towards stabilizing its subscriber base,
revenues and EBITDA will dictate its ability to access the
high-yield bond market for maturities beyond 2020. In the absence
of an operational turnaround, Moody's thinks it's likely that
Frontier will lean more heavily on secured debt and need to seek
relief from the above referenced bond indenture restrictions.
Frontier's B3 CFR reflects its large scale of operations, its
predictable cash flows and extensive network assets. These factors
are offset by Frontier's declining revenues and EBITDA which result
from secular decline, competitive pressure and poor execution
related to the integration of acquired assets.
The negative outlook reflects the risk that Frontier may not be
able to reverse its unfavorable operating trends and that EBITDA
could continue to decline. Moody's could stabilize Frontier's
outlook if the company's operating performance improves such that
broadband subscriber trends and EBITDA are on track to stabilize
and the company maintains or improves liquidity.
Moody's believes Frontier will maintain good liquidity over the
next twelve months with $286 million of cash on hand at 9/30/2017
and an undrawn $850 million revolver. Moody's expects the company
will maintain a modest cushion on its leverage covenant (1.5x first
lien net leverage, per proposed amendment) over the next few
quarters. (The amendment eliminates the prior leverage covenant of
a maximum 5.25x net debt to EBITDA.) A covenant breach could result
in a loss of borrowing ability under the revolver, although Moody's
do not anticipate Frontier requiring the facility over the next 12
to 18 months.
The ratings for the debt instruments reflect both the probability
of default of Frontier, on which Moody's maintains a probability of
default rating (PDR) of B3-PD, and individual loss given default
assessments. Moody's rates Frontier's secured term loans B2 (LGD3),
one notch above the company's B3 CFR due to their enhanced
collateral. The secured debt, which consists of $3.6 billion of
term loans and the $850 million revolver benefits from a pledge of
stock of certain subsidiaries of Frontier which represent
approximately 80% of total EBITDA and guarantees from subsidiaries
representing approximately 30% of total EBITDA (both amounts as
stated by management pro forma for the proposed amendment).
Frontier has $850 million of unrated structurally senior debt held
at various operating subsidiaries that is senior to the term loan
with respect to its pledge of stock. Moody's rates Frontier's
unsecured notes B3 (LGD4) in line with the CFR as this $14 billion
of debt represents the preponderance of debt in the capital
structure.
Moody's could downgrade Frontier's ratings further if the company
is unable to transition to approximately stable EBITDA over the
next 12 to 18 months, its liquidity deteriorates or its subscriber
trends worsen. Moody's could stabilize the outlook if Frontier was
on track to achieve stable EBITDA, while maintaining leverage below
6x and good liquidity. Given the company's weak fundamentals
ratings upgrade is unlikely at this point.
GOODWIN REFRIGERATION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Goodwin Refrigeration Services, Inc.
335 Sherwee Drive, Suite 109
Raleigh, NC 27603
Business Description: Goodwin Refrigeration Services, Inc. is
a commercial refrigeration equipment
dealer based in Raleigh, North Carolina.
It also provides refrigerator repair
services.
Chapter 11 Petition Date: January 17, 2018
Case No.: 18-00232
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Raleigh Division)
Judge: Hon. Stephani W. Humrickhouse
Debtor's Counsel: Travis Sasser, Esq.
SASSER LAW FIRM
2000 Regency Parkway, Suite 230
Cary, NC 27518
Tel: (919) 319-7400
Fax: (919) 657-7400
E-mail: tsasser@carybankruptcy.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Pauline Goodwin, president.
A full-text copy of the petition, along with a list of the Debtor's
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nceb18-00232.pdf
GOPHER PARENT: S&P Assigns 'B-' CCR on Leveraged Buyout by Ares
---------------------------------------------------------------
Private equity firm Ares Management L.P. has agreed to acquire
security systems integration provider Gopher Parent Inc., d.b.a
Convergint Technologies. The acquisition will be partially funded
with a $535 million first-lien term loan due in 2025, and a $211
million second-lien term loan due 2026. The company will also issue
a $75 million first-lien revolving credit facility due 2023 and a
$40 million first-lien delayed draw term loan-both expected to be
unfunded at transaction close.
S&P Global Ratings assigned its 'B-' corporate credit rating to
Chicago-based Gopher Parent Inc. (d.b.a Convergint Technologies).
The outlook is stable.
S&P said, "In addition, we assigned our 'B' issue-level rating and
'2' recovery rating to the company's first-lien debt, consisting of
a $75 million revolver due 2023, $535 million term loan B due 2025,
and $40 million delayed draw term loan due 2025. The '2' recovery
rating indicates our expectation of substantial (70% to 90%;
rounded estimate 70%) recovery in the event of default. We also
assigned our 'CCC' issue-level rating and '6' recovery rating to
the company's second-lien term loan due 2026. The '6' recovery
rating indicates our expectation for negligible (0% to 10%; rounded
estimate 0%) recovery in the event of default."
The 'B-' corporate credit rating reflects Convergint's high debt
leverage, limited market share and geographic diversity, and niche
focus within the highly competitive and fragmented security and
security systems integration market. Partially mitigating these
risks are its strong track record of revenue growth, commitment to
high quality service, and relatively good end market and customer
diversity. S&P said, "We also view the company's successful track
record of acquisition integration favorably. We base our assessment
of Convergint's financial profile on its high debt burden, with
leverage in the mid-7x area as of fiscal year ending Dec. 31 2017
(pro forma for recently closed and targeted acquisitions in 2018).
While we estimate adjusted leverage will decline to the low-7x area
over the next 12 months, we believe the company is likely to issue
incremental debt to support its acquisitive growth
strategy--ultimately slowing prospective deleveraging prospects."
S&P said, "The stable outlook reflects our expectation that credit
metrics will improve gradually over the 12 months as acquisition
contributions and stable demand for security integration and
related services supports revenue and earnings growth. Improvement
may be somewhat offset by our expectation the company could use
debt to finance additional acquisitions outside of its current
plan. We expect S&P Global Ratings' adjusted leverage to decline to
the low-7x area by 2018.
"Over the next 12 months we could raise the rating if the company
is able to reduce leverage to below 7x, increase FOCF to debt to
the high mid-single-digit percent area, and maintain these metrics
on a sustained basis. This could occur if demand or acquisition
contributions outperform our expectations for revenue and earnings
growth.
"While unlikely, over the next 12 months we could lower the rating
if unforeseen circumstances such as increasing competition,
deteriorating service quality, or greater-than-expected debt
financed acquisitions constrain cash flow generation and liquidity,
or cause credit metrics to fall to levels that we view as
unsustainable."
H MELTON VENTURES: Must Account Funds in Its Possession
-------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas, at the behest of Andrew R. Korn, the
court-appointed receiver, directed H. Melton Ventures, LLC, to
deliver to Trustee Marilyn Garner, Trustee Scott M. Seidel and the
Receiver an accounting of all funds that were in its possession,
custody or control from the Petition Date until the date of the
appointment of Trustee Garner on December 8, 2017.
This accounting will include, without limitation: (a) the amount of
the funds; (b) the source of the funds; (c) the location of the
funds while they were in the Melton Ventures' possession, custody
or control; (d) the date of any transfers of funds; (e) the amount
of any transfers of funds; (f) the transferees of any transfers of
funds; (g) the reason for any transfers of funds; and (h) the
consideration given for any transfers of funds.
The funds that are in the possession, custody or control of the
Melton Ventures' bankruptcy estate will not be disbursed absent a
court order authorizing such disbursement after the appropriate
notice and a hearing. Those funds will be held by Trustee Garner.
The funds that are in the possession, custody or control of Henry
J. Melton II's bankruptcy estate will not be disbursed absent a
court order authorizing such disbursement after the appropriate
notice and a hearing. Those funds will be held by Trustee Seidel.
To the extent that Mr. Melton utilizes funds from the Melton
bankruptcy estate without an order from the Court or the prior
written authorization from Trustee Seidel, then the Melton
bankruptcy estate and Trustee Seidel will have a replacement lien
against the funds claimed as exempt by Mr. Melton in the amount of
the funds improperly utilized by Melton.
Counsel for Andrew R. Korn, Receiver:
Seymour Roberts, Jr., Esq.
NELIGAN LLP
325 N. St. Paul, Suite 3600
Dallas, TX 75201
Telephone: (214) 840-5300
Facsimile: (214) 840-5301
E-mail: sroberts@neliganlaw.com
Proposed Attorneys for Marilyn Garner, Chapter 7 Trustee:
Lyndel Anne Vargas, Esq.
CAVAZOS, HENDRICKS, POIROT & SMITHAM, P.C.
Suite 570, Founders Square
900 Jackson Street
Dallas, TX 75202
Direct Dial: (214) 573-7344
Fax: (214) 573-7399
E-mail: LVargas@chfirm.com
Chapter 11 Trustee in Case No. 17-44206-RFN-11:
Scott M. Seidel, Esq.
West Park Blvd., Suite 306
Plano, Texas 75093
Telephone:(214) 234-2500
E-mail: scott.seidel@earthlink.net
About H Melton Ventures
H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 17-43922) on Sept. 28, 2017,
estimating $1 million to $10 million in both assets and
liabilities. The petition was signed by Michael Warden, its
manager. Chapter 11 petitions were also filed by Michael G. Warden
(Case No. 17-33888) and Henry J. Melton, II (Case No. 17-44206).
The Hon. Russell F. Nelms presides over the case.
David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy
counsel to the Holding Company, H Melton Ventures, LLC. The
Debtors, Henry J. Melton II and H. Melton Ventures RD, LLC, hired
Wiley Law Group, PLLC, as counsel.
HAHN HOTELS: Armours Buying Longview Properties for $424K
---------------------------------------------------------
Hahn Hotels of Sulphur Springs, LLC, and its affiliates filed with
the U.S. Bankruptcy Court for the Eastern District of Texas a
supplement to their proposed (a) sale of five residential
properties owned by Hahn Investments, LLC, to Michael C. and
Frances L. Armour for a total of $427,900: (i) 1206 Block G, LL
Wooley #2, Logview, Gregg County, Texas, also known as 303 Drake
Blvd., for $99,000; (ii) Lot 20, Block 3 (NCB3329), Longview, Gregg
County, Texas, also known as 601 Waggoner St., for $90,000; (iii)
Lots 21 & 28A, Block 2CB5D8W75 LT28, Melrose, Longview, Gregg
County, Texas, also known as 1316 Eight St., for $78,500; (iv) Lot
ANPTLTA, Block 524A, Ingram Park, Longview, Gregg County, Texas,
also known as 1403 Parkview St., for $78,500; and (v) Lot
1&2NSLT1&S56LT, 524A Ingram Park, Longview, Gregg County, Texas,
also known as 1405 Parkview St., for $81,900; and (ii) employment
of Lifestyles Realty Dallas, Inc. as Broker.
A hearing on the Motion is set for Jan. 29, 2018 at 10:30 a.m.
(CST).
On Jan. 10, 2018, the Debtors and the proposed Buyers entered into
an Amendment to the sale contracts for the Properties, whereby the
Debtors agreed to certain price concessions in lieu of making
repairs to the Properties. These price concessions totaled $4,025,
bringing the total proposed sales price for all five Properties to
$423,875.
In accordance with Local Bankruptcy Rule 6004-1(a)(4), the
estimated closing costs of the sale of the Properties, in addition
to the 6% commission to be paid to the Broker (approximately
$25,674) is $8,057 (including option fees, city taxes, escrow fees,
guaranty assessment recoupment charges, document preparation, and
title insurance for all five Properties).
In accordance with Local Bankruptcy Rule 6004-1(a)(5), the only
potential party, in addition to Austin Bank, who could potentially
claim an interest in the Properties would be the Gregg County Tax
Assessor/Collector, located at P.O. Box 1431, Longview, Texas, for
unpaid 2017 property taxes on the Properties totaling approximately
$6,965. The actual amount of property taxes to be assessed and
paid at closing is $8,329, which includes the pro-rated amounts due
through Feb. 28, 2018, as well as $820 owed to Pine Tree ISD.
A copy of the Amendment and the Estimated Settlement Statements for
all five Properties attached to the Supplement is available for
free at:
http://bankrupt.com/misc/Hahn_Hotels_345_Sales.pdf
About Hahn Hotels
Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur
Springs, LLC, owns the La Quinta Inns and Suites, which provides
hotel accommodations for business and leisure travelers across the
United States, Canada, and Mexico.
Hahn Hotels of Sulphur Springs, LLC, along with its affiliates,
including Hahn Investments, LLC, sought Chapter 11 protection
(Bankr. E.D. Tex. Lead Case No. 17-40947) on May 1, 2017. The
petitions were signed by Dante Hahn, president.
Hahn Hotels of Sulphur estimated its assets and liabilities between
$1 million and $10 million. Hahn Investments estimated its assets
and liabilities between $10 million and $50 million.
Judge Brenda T. Rhoades presides over the cases.
Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The
Law Offices of Judith W. Ross and Eric Soderlund, Esq., who has an
office in Dallas, Texas, serve as the Debtors' bankruptcy counsel.
HARBOR FREIGHT: S&P Rates $2.16BB Term Loan Due 2023 'BB-'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to California-based tool and equipment retailer
Harbor Freight Tools USA Inc.'s (HFT) proposed $2.16 billion senior
secured term loan due 2023. HFT will use proceeds from the new
facility to refinance existing debt. The '3' recovery rating
indicates its expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery for term loan lenders in the event of a
payment default.
S&P's 'BB-' corporate credit rating and stable outlook on HFT
remain unchanged because S&P views this transaction as leverage
neutral. The rating reflects HFT's niche position in the
value-priced tools sector and benefits from its vertically
integrated business model. Partly offsetting these factors is the
companies' aggressive financial policy influenced by the sole
shareholder.
RECOVERY ANALYSIS
Key analytical factors
S&P said, "We assigned our 'BB-' issue-level rating and '3'
recovery rating to the proposed $2.16 billion senior secured term
loan. The '3' recovery rating reflects our expectations for
meaningful (50%-70%; rounded estimate: 50%) recovery of principal
for term loan lenders in the event of a payment default.
"Our simulated default scenario contemplates a default in 2022,
because of a steep decline in EBITDA due to a combination of
factors, including poor execution of the company's growth strategy
and a protracted decline in economic activity concurrent with a
decline in the housing and light industrial markets."
The simulated default scenario assumes HFT would reorganize as a
going concern in a distressed scenario to maximize lenders'
recovery prospects.
S&P's recovery analysis assumes the senior secured term loan
lenders benefit from a perfected first-priority lien on
substantially all of the company's non-working capital assets and a
second lien on the ABL collateral, which primarily consists of
working capital assets.
Simulated default assumptions:
-- Simulated year of default: 2022
-- EBITDA at emergence: $286 million
-- Implied enterprise value multiple: 5.5x
-- Gross enterprise value at emergence: $1.57 billion
Simplified waterfall:
-- Net enterprise value at default (after 5% administrative
costs): $1.50 billion
-- ABL claims: $429 million
-- Collateral value available to secured creditors: $1.07 billion
-- Senior secured term loan claims: $2.13 billion
-- Recovery expectations: 50%-70% (rounded estimate: 50%)
-- All debt amounts include six months of prepetition interest.
RATINGS LIST
Harbor Freight Tools USA Inc.
Corporate Credit Rating BB-/Stable/--
New Rating
Harbor Freight Tools USA Inc.
Senior Secured
US$2.16 bil term ln due 2023 BB-
Recovery Rating 3(50%)
HARTFORD COURT: May Continue Using Hinsdale Cash Collateral
-----------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a 10th interim order
authorizing Hartford Court Development, Inc., to use the cash
collateral of Hinsdale Bank & Trust Company, as
successor-in-interest to Suburban Bank and Trust.
A status hearing on the Debtor's use of cash collateral will be
held on Feb. 6, 2018, at 10:30 a.m.
Hinsdale Bank holds a valid first priority security interest in and
lien on the prepetition collateral pursuant to that certain
Mortgage and Assignment of Leases and Rents. In accordance with
the terms of the Loan Documents, Hinsdale Bank alleges that the
Debtor owed it the aggregate amount of approximately $822,848 as of
the Petition Date.
As adequate protection, Hinsdale Bank is granted valid and
perfected security interests in, and liens on all assets of the
Debtor. In addition, the Debtor will make monthly payments to
Hinsdale Bank, provided however, that the payments are provisional,
in the amount of $4,866 per month.
Moreover, the Debtor is required to maintain insurance coverage for
the Properties at all times during this chapter 11 case.
The Debtor is also required to remain current on all postpetition
property tax obligations for the Properties, including the
obligation to escrow funds in equal monthly amounts sufficient to
enable the Debtor to timely pay all post-petition property taxes.
Said escrow account will be held in a separate account from the
Debtor's general bank account. Monthly account statements must be
attached to the Debtor's monthly financial reports filed with the
Court.
A copy of the 10th Cash Collateral Order is available at:
http://bankrupt.com/misc/ilnb17-01356-235.pdf
About Hartford Court Development
Hartford Court Development, Inc., is an Illinois corporation that
owns and manages 14 residential condominiums and their related
parking spaces, all located in the 5300 block of North Cumberland
Avenue, Chicago, IL.
Hartford Court Development filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-01356) on Jan. 17, 2017. Paula Walega, the
company's president, signed the petition. The Debtor estimated
assets and liabilities at $500,000 to $1 million.
The case is assigned to Judge Jack B. Schmetterer.
The Debtor is represented by David P. Lloyd, Esq. at David P.
Lloyd, Ltd.
INTREPID AVIATION: Fitch Publishes 'BB-' LT IDR; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has published Intrepid Aviation Group Holdings, LLC's
long-term Issuer Default Rating (IDR) of 'BB-' and senior unsecured
notes rating of 'B+'. The Rating Outlook is Stable.
KEY RATING DRIVERS - IDRs and Senior Debt
Intrepid's rating reflects its solid cash flows, as evidenced by
strong contractual lease revenue; well-defined business model of
owning and leasing predominantly young, widebody aircraft; and
access to multiple sources of capital.
Rating constraints include Intrepid's elevated balance sheet
leverage; secured funding profile; relatively short track record;
limited profitability due to sub-scale size; smaller and less
liquid fleet when compared with other aircraft lessors focused on
more broadly utilized/traded narrowbody aircraft; and private
equity ownership, which introduces the potential risk of more
equity-oriented actions, particularly if the related funds are
approaching the end of their stated fund lives.
Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business; vulnerability
to exogenous shocks, potential exposure to residual value risk;
sensitivity to oil prices; reliance on wholesale funding sources;
and increased competition.
As Dec. 31, 2017, Intrepid's owned and ordered fleet consisted of
30 Boeing and Airbus aircraft that are predominantly widebodies.
The weighted average age of the portfolio was 3.4 years, which
compares favorably to other aircraft lessors, and the portfolio is
well diversified geographically. Nevertheless, the portfolio is
somewhat concentrated by airline, as it had only 13 customers as of
Sept. 30, 2017. Top lessees were Philippine Airlines (18.5% of
annualized revenue), Turkish Airlines (14.8%), AirBridgeCargo
Airlines (8.5%), Air France (8.3%), Air Namibia (7.5%) and Sichuan
Airlines (7.5%).
Intrepid has an improving track record of obtaining debt financing
from the commercial bank market, the capital markets,
government-sponsored export credit agencies, and equity
contributions from its sponsors, including Reservoir Capital Group,
L.L.C. and Centerbridge Partners, L.P. Notable transactions in 2017
included the issuance of $277.8 million of institutional secured
term loans backed by the Aircraft Finance Insurance Consortium
(AFIC) and $47.3 million of capital contributions via the issuance
of preferred equity interests to its sponsors.
Intrepid established access to the unsecured bond market in
2014-2015, issuing an aggregate of $635 million of notes. At Sept.
30, 2017, unsecured debt represented 18.9% of total debt funding,
which was within Fitch's 'bb' quantitative benchmark range for
balance sheet-intensive finance and leasing companies. Still, the
company has no unencumbered assets, which limits its financial and
operational flexibility.
A significant credit strength for Intrepid is its long-dated
contracted lease stream. Total contracted revenue as of Sept. 30,
2017 pro forma for transactions that occurred in fourth quarter
2017 was approximately $2.4 billion, which represented
approximately 90.3% of total debt, and provides a solid source of
debt repayment absent lessee credit events. Cash on hand and cash
flow from operations over the next 12 months should adequately
address next 12 months debt maturities. Fitch expects that Intrepid
will continue to primarily fund its business with secured credit
facilities.
Intrepid maintains a fairly comprehensive risk management overlay,
underpinned by lessee financial criteria and qualitative
attributes. Moreover, Intrepid's airline customers are of slightly
stronger credit quality than the overall industry average, which
Fitch views favorably.
Intrepid's leverage, measured as debt to tangible equity, was 4.2x
as of Sept. 30, 2017, down from 4.7x at year-end 2016 and 4.8x at
year-end 2015. Fitch believes the company's private ownership is
the main driver of the elevated balance sheet leverage, as compared
to peers, and leverage is at the high end of Fitch's 'bbb'
quantitative benchmark range for balance sheet-intensive finance
and leasing companies.
The 'BB-' senior secured debt ratings are equalized with Intrepid's
IDR given the heavily secured funding profile. The 'B+' senior
unsecured debt rating is one notch below Intrepid's IDR given the
subordination of these obligations and the lack of an unencumbered
asset pool.
The 'BB-' IDR for Intrepid Finance Co., a wholly owned subsidiary
of Intrepid, is aligned with Intrepid's IDR since Intrepid Finance
Co. is a co-issuer of the company's corporate debt.
The Stable Outlook reflects stabilization in the widebody aircraft
market, as declines in market values and lease rates have moderated
and Intrepid has recently sold widebodies at gains. Additionally,
Fitch's concerns about the credit profiles of certain Intrepid
lessees have also diminished, as Alitalia (5.5% of annualized
rental revenue) remains current on all payments, despite bankruptcy
proceedings, and Intrepid's portfolio remains 100% utilized with a
weighted average remaining lease term of 8.3 years. The Stable
Outlook also takes into account the company's solid access to
capital and adequate liquidity position.
RATING SENSITIVITIES - IDRs and Senior Debt
Intrepid's ratings could be positively influenced by enhanced scale
and lessee diversification provided such actions are undertaken at
a moderate pace and do not adversely affect underwriting or pricing
terms. Reduced leverage, sustained improvements in profitability,
and continued demonstration of fleet management would also be
viewed favorably.
Intrepid's ratings could be negatively affected by credit
deterioration of underlying lessees, particularly those which
represent a meaningful portion of Intrepid's portfolio; a
significant increase in leverage levels; rapid expansion that is
not accompanied by consistent underwriting standards and
commensurate growth in capital levels and staffing; outsized
impairment charges or an inability to successfully navigate market
downturns.
The ratings of the senior secured debt are primarily sensitive to
changes in Intrepid's IDRs and secondarily to the relative recovery
prospects of the instruments.
A meaningful increase in the proportion of unsecured funding and
creation of an unencumbered asset pool could result in an upgrade
of the unsecured debt rating.
Fitch has published the following ratings:
Intrepid Aviation Group Holdings, LLC
-- Long-term Issuer Default Rating (IDR) 'BB-';
-- Senior unsecured notes 'B+'.
J TIMOTHY SHELNUT: Trustee's $7K Sale of Rolex Men's Watch Approved
-------------------------------------------------------------------
Judge Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia authorized James C. Overstreet, Jr.,
Chapter 11 Trustee of James C. Overstreet, Sr., to sell a gold
Rolex brand men's watch to Windsor Jewelers for $6,500.
The sale is free and clear of all liens and claims. Any valid
liens, should they exist will attach to the net proceeds of such
sale to the same extent and priority as such lien would have
attached to Property.
The Trustee:
James C. Overstreet, Jr., Esq.
KLOSINSKI OVERSTREET, L L
P 1229 Augusta West Parkw
Augusta, GA 30909
Telephone: (706) 863-2255
J. Timothy Shelnut, Sr., filed a Chapter 11 petition (Bankr. S.D.
Ga. Case No. 17-40113) on Jan. 24, 2017, and is represented by C.
James McCallar, Jr., Esq., at McCallar Law Firm. James C.
Overstreet, Jr., is appointed as Trustee.
JAN PERRUCCIO: $860K Sale of Lower Township Property Approved
-------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Jan Marie Perruccio's sale of her
interest in the home located at 9601 Atlantic Avenue, 411, Lower
Township, New Jersey to 166 Clifford Street, Inc. for $860,000.
A hearing on the Motion was held on Jan. 8, 2018.
The sale is free and clear of all Liens and Claims pursuant to the
terms of the Contract, with all Liens and Claims to attach to the
sale proceeds.
At the closing of the sale, the Debtor is authorized to pay
reasonable, ordinary and customary closing costs from the aggregate
sale proceeds, including reasonable and customary professional fees
directly related to the sale, transfer taxes and reasonable title
charges.
The Debtor is further authorized and directed to pay, at the
closing, to the extent of the aggregate available net sale
proceeds, any undisputed debt secured by a valid, perfected and
enforceable lien on the Property, in the order of priority of such
liens, and, in the event any amount or lien is disputed in good
faith, the Debtor cause such disputed amount of the sale proceeds
to be held in escrow subject to further order of the Court or
resolution by the parties (and such escrow will be deemed payment
for purposes of title insurance).
After the foregoing payments, the Debtor is authorized to pay from
her share of the net sale proceeds outstanding legal fees awarded
to Penachio Malara LLP by order dated Oct. 5, 2017 in the amount of
$8,461.
Within ten days after the closing of the proposed sale, the counsel
for the Debtor will file a closing statement with the Court and
serve a copy on the Office of the United States Trustee.
The 14-day stay of this Order under Fed. R. Bankr. P. 6004(h) is
waived, for cause, and the Order is effective immediately upon its
entry.
About Jan Marie Perruccio
Jan Marie Perruccio sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 14-22468) on April 8, 2014. She filed for bankruptcy
relief to enable her to reorganize her financial affairs after
suffering financial losses from troubled real estate investments.
Ms. Perruccio's primary asset is her home at 411, Lower Township,
New Jersey, which she co-owns with her non-debtor spouse, Anthony
Perruccio.
Anne Penachio, Esq., at Penachio Malara, LLP, in White Plains, New
York, serves as counsel to the Debtor. RE/MAX At the Shore is the
Debtor's broker.
JTL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: JTL Construction Corp.
455 Tarrytown Rd., Suite # 1544
White Plains, NY 10607
Business Description: JTL Construction Corp. is a general
contractor in White Plains, New York,
serving the corporate, real estate,
financial, medical and restaurants clients.
The company provides pre-construction
services, general construction and
construction management services.
http://www.jtlconstructioncorp.com/
Chapter 11 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Case No.: 18-22098
Judge: Hon. Robert D. Drain
Debtor's Counsel: Robert Leslie Rattet, Esq.
RATTET PLLC
202 Mamaroneck Avenue, Suite 300
White Plains, NY 10601
Tel: 914-381-7400
Fax: 914-381-7406
E-mail: rrattet@rattetlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Lomio, president.
A full-text copy of the petition, along with a list of the Debtor's
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nysb18-22098.pdf
JUBEM INVESTMENTS: Sanchez Buying Pharr Property for $600K
----------------------------------------------------------
Jubem Investments, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the sale of land located at
1700 Las Milpas Rd., Pharr, Texas, also known as Spamer Business
Park Lot 5, to Domingo Sanchez for $600,000.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The Debtor has an outstanding secured debt to Cache Private Capital
Diversified Fund, LLC in the amount of approximately $2,385,000,
which is secured by the Property and other property owned by the
Debtor. The Note was for a 12-month loan with a maturity date of
May 1, 2016. The Note was amended to be effective April 30, 2015,
with a new maturity date of April 30, 2016. The payoff amount owed
to the secured lender (according to the lender's records) on the
Property is approximately $2,385,000.
On Oct. 18, 2017, the Debtor signed the Real Estate Contract to
sell the Property to the Buyer. The Contract originally provided
for a purchase price of $600,000, free and clear of all interest.
The Buyer is now willing and able to close on the sale. Once the
sale becomes finalized, the Debtor will be able to pay down the
outstanding secured debt with Cache, which will allow it to more
effectively put together a plan and disclosure statement.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Jubem_Investments_61_Sales.pdf
In order to sell the aforementioned Property, the Debtor employed
Coldwell Banker La Mansion Real Estate as Commercial Broker on Oct.
13, 2017, through a signed court order.
The Debtor is asking expedited consideration. Only appearance at
the hearing will be required to preserve an objection to sale.
The Purchaser:
Domingo Sanchez
2501 W. Military Hwy.
McAllen, TX 78503-8955
Telephone: (956) 605-6378
Office: (956) 781-8411
Facsimile: (956) 784-8611
E-mail: mstrans2015@yahoo.com
The Creditor:
CASHE PRIVATE CAPITAL
126 W. Sego Lily Drive Ste 270
Sandy, UT 84070
About Jubem Investments
Jubem Investments, Inc., d/b/a Buffalo Wings & Rings, is a
privately held company in San Juan, Texas. Its principal place of
business is located at 3600 E. Las Malpas Road Hidalgo, Texas.
Jubem Investments filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 17-10288) on July 31, 2017, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million. The petition was signed by Juan Miranda, its
president.
The bankruptcy petition was originally filed in the Bankruptcy
Court's Brownsville Division. On Aug. 14, 2017, the case was
transferred to the McAllen Division and assigned Case No.
17-70299.
Judge Eduardo V. Rodriguez presides over the case.
Guerra & Smeberg, PLLC, is the Debtor's bankruptcy counsel.
Coldwell Banker La Mansion Real Estate is the Debtor's commercial
broker.
KEURIG GREEN: Moody's Alters Outlook to Pos. & Affirms 'Ba2' CFR
----------------------------------------------------------------
Moody's Investors Service has revised Keurig Green Mountain, Inc.'s
rating outlook to positive from stable. Moody's also affirmed all
of Keurig's existing ratings, including its Ba2 Corporate Family
Rating, Ba3-PD Probability of Default Rating, and Ba2 ratings on
its senior secured bank credit facilities.
The positive outlook reflects improvement in Keurig's debt/EBITDA
to 3.1x at FYE September 2017 from 4.8x at FYE September 2016. Over
the past 18 months, Keurig has repaid $2 billion of the $6 billion
of acquisition debt incurred as part of the March 2016 leveraged
buyout by JAB Holdings. In addition, EBITDA has improved by 10%
through increased productivity and rising brewer household
penetration that has driven increased pod sales. These improvements
have more than offset declines in coffee pod prices that have been
pressured by increased competition, especially from unlicensed
coffee pod manufacturers.
Moody's expects that Keurig will continue to improve its credit
metrics through earnings growth and gradual debt reduction. However
the pace of earnings growth could slow over the next 18 months as
the company faces increasing competition from other brewer systems
and from unlicensed Keurig-compatible coffee pod manufacturers that
have grown in number and capabilities. As a result, Keurig likely
will continue to experience gradual market share declines from the
roughly 80 percent current share of US coffee pod sales. However,
if the company is able to successfully execute its plans to
consistently grow household brewer penetration through
consumer-focused innovation, the category should expand enough to
sustain modest earnings growth.
Keurig Green Mountain, Inc.:
Outlook actions:
Outlook, changed to positive from stable
Ratings affirmed:
Corporate Family Rating at Ba2;
Probability of Default Rating at Ba3-PD;
Senior secured bank credit facilities at Ba2 (LGD3)
RATINGS RATIONALE
Keurig's Ba2 Corporate Family Rating reflects the company's
expanding base of category-leading Keurig single-cup brewers, which
in turn drive sales of high-margin single-serve portion packs that
generate the company's earnings and cash flows. The ratings also
are supported by the company's moderate financial leverage and a
balanced financial policy that has allocated most of free cash flow
to debt reduction. These credit strengths are balanced against
growing competitive pressures in the single-serve coffee portion
pack business that has led to a gradual decline in the company's
growth rate and category profit margins. However, as the overall US
single serve coffee segment continues to grow, albeit at a slowing
rate, Moody's expect that Keurig will maintain high market share
through its strong portfolio of over 75 owned and licensed coffee
bands. This along with ongoing operational improvements should
allow Keurig to sustain sales and earnings growth for the
foreseeable future.
Keurig's liquidity profile remains excellent, characterized by
strong free cash flow, over 85% unused capacity under its $700
million revolving credit facility and abundant cushion against
financial covenants.
Ratings could be upgraded if Keurig sustains stable operating
performance and is likely to sustain debt/EBITDA below 3.0x.
Ratings could be downgraded if liquidity erodes significantly
and/or Keurig faces deteriorating operational performance such that
debt/EBITDA is sustained above 4.0x.
Keurig Green Mountain, Inc., based in Waterbury, Vermont, is a
manufacturer of Keurig® single serve brewing systems and
beverages, including specialty coffee, tea and other beverages, in
single serve packs for use with its brewers. The company's annual
sales approximate $4.3 billion. Keurig is wholly-owned by JAB
Holding Company S.a.r.l. ("JAB Holding"), which acquired the
company in March 2016 for $13.9 billion.
JAB Holding (Baa1 stable) is a privately held investment holding
company, focused on long-term investments in consumer goods and
retail companies with premium brands. JAB's key investments in
terms of market value include: i) Reckitt Benckiser, a global
leader in consumer health and hygiene; ii) Coty (36% voting rights
post the merger with The Procter & Gamble Company's fine fragrance,
color cosmetics and hair color business), a global leader in
fragrances and expanding position in cosmetics and body care; and
iii) JDE and Keurig in coffee and tea, which are both held via
Acorn Holdings B.V. (58% voting rights), an intermediate holding
company which indirectly owned by JAB.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
KPEX HOLDINGS: S&P Affirms 'B' CCR on Acquisition by AEA Investors
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on KPEX
Holdings Inc. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
to the company's $45 million revolving credit facility due 2023 and
$430 million first-lien debt. The recovery rating on this debt is
'3', indicating our expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of payment default.
"In addition, we assigned our 'CCC+' issue-level rating to KPEX's
second-lien term debt ($160 million) due 2026. The recovery rating
on this debt is '6', indicating our expectation for negligible
(0%-10%; rounded estimate: 0%) recovery in the event of payment
default."
KPEX Holdings Inc. is a contract manufacturer of plastic components
with a focus on three main end markets. Products in the medical
segment (about 50% of pro forma revenues) include catheters,
cannulae, tubing, and implantable ligament repair screws; products
in the food and specialty films segment (about 30%) include
auto-insertion bags and protective air pillows for packaging; and
products in industrial segment (about 20%) include traffic,
lighting, and fence products.
S&P said, "The stable outlook reflects our expectation of strong
revenue growth, helped by acquisitions, sustained margins at about
20%, and material free cash flow generation. While we expect a
modest decline in leverage as a result of expanding EBITDA, we
expect leverage will likely remain above 5x for the next few years,
especially given the financial sponsor ownership.
"We could lower the rating over the next 12 months if the company
experiences operational challenges or intensified competition,
such that free cash flow declines to about $10 million or below
(excluding acquisition spending). This could occur if EBITDA
margins contract by about 400 basis points and if revenues fall
materially short of our 2018 base-case forecast.
"Although we consider an upgrade unlikely, we could raise the
rating if the company delevers to below 5x, providing that we also
gain confidence that company is committed to sustaining adjusted
debt leverage at those levels."
LA QUINTA HOLDINGS: S&P Places 'BB-' CCR on CreditWatch Positive
----------------------------------------------------------------
U.S. hotel company La Quinta Holdings Inc. announced that it has
signed an agreement for its management and franchise business to be
acquired by Wyndham Worldwide Corp. for $1.95 billion in cash. The
transaction is expected to close in the second quarter of 2018,
following La Quinta's previously announced spin-off of its owned
real estate as a separate publicly traded company called CorePoint
Lodging.
S&P Global Ratings placed its 'BB-' corporate credit rating on La
Quinta Holdings Inc. on CreditWatch with positive implications. The
action follows La Quinta's announcement that it has entered into an
agreement with Wyndham Worldwide Corp. for Wyndham to acquire La
Quinta's management and franchise business for $1.95 billion in
cash.
S&P said, "We expect that all of La Quinta's debt, including its
$250 million senior secured revolving credit facility due in 2019
and its $2.1 billion senior secured term loan ($1.7 billion
outstanding) due in 2021, will be repaid when the transaction
closes because there is a change of control provision in the credit
agreement. As a result, we are not placing La Quinta's issue-level
ratings on CreditWatch.
"The positive CreditWatch listing reflects our expectation that the
rating at the pro forma Wyndham Hotel Group (the resulting entity
after Wyndham Worldwide spins off its hotel business along with the
newly acquired La Quinta) could be higher than the current 'BB-'
corporate credit rating on La Quinta. We could assign a higher
rating to Wyndham Hotel Group to reflect improved business risks,
as long as Wyndham Hotel Group adopts a capital structure that is
not highly leveraged. The group would have 21 brands across the
economy, midscale, and upscale segments, compared to La Quinta's
single brand in the midscale and upper-midscale segment. The group
would also have about 10 times the number of hotels and rooms in
its system compared to La Quinta at present. We believe the added
scale and diversity increases cash flow and reduces volatility
enough that the new Wyndham Hotel Group will likely have more
favorable business risks than La Quinta on a standalone basis. The
positive CreditWatch listing also reflects our assumption that pro
forma leverage will not likely be high enough to offset the
improvements in the business, making it unlikely that the rating on
the pro forma entity would be lower than 'BB-', although Wyndham
has not yet committed to a capital structure for Wyndham Hotel
Group.
"We will resolve the CreditWatch listing by withdrawing all ratings
on La Quinta once the spin-off and merger transactions have been
completed and La Quinta's debt has been repaid."
LOCKWOOD HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Affiliates that filed petitions for relief under Chapter 11 of the
Bankruptcy Code:
Debtor Case No.
------ --------
Lockwood Holdings, Inc. 18-30197
10002 Windfern Road, Bldg. B
Houston, TX 77064
LH Aviation, LLC 18-30198
10002 Windfern Road, Bldg. B
Houston, TX 77064
Piping Components, Inc. 18-30199
10002 Windfern Road, Bldg. B
Houston, TX 77064
Business Description: Lockwood Holdings, Inc. is a privately owned
company headquartered in Houston, Texas,
that offers carbon steel pipe, carbon steel
fittings & flanges, stainless steel pipe,
stainless steel fittings & flanges, valves,
valve automation, and engineered products.
The company also provides services from
MRO (maintenance, repair and operations) to
large-scale projects, including design,
engineering, automation, production, QA/QC,
documentation, inspection, expedition and
field service. Other in-house capabilities
include light manufacturing and machining,
modification, repair and NDE testing. Visit
https://www.lockwoodint.com/
Chapter 11 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones (18-30197)
Hon. Marvin Isgur (18-30198 and 18-30199)
Debtors' Counsel: Jason S Brookner, Esq.
GRAY REED & MCGRAW LLP
1601 Elm Street, Suite 4600
Dallas, TX 75201
Tel: (469) 320-6132
Fax: (214) 953-1332
Email: jbrookner@grayreed.com
Debtors'
Special
Litigation
Counsel: SPAGNOLETTI & CO.
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
---------- -----------
Lockwood Holdings $10 mil.-$50 million $50 mil.-$100 million
LH Aviation, LLC $0-$50,000 $50 mil.-$100 million
Piping Components $0-$50,000 $50 mil.-$100 million
The petitions were signed by Michael F. Lockwood, chief executive
officer.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/txsb18-30197.pdf
http://bankrupt.com/misc/txsb18-30198.pdf
http://bankrupt.com/misc/txsb18-30199.pdf
A. List of Lockwood Holdings, Inc.'s 20 Largest Unsecured
Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Canada Revenue Agency Taxes $130,983
Briggs & Veselka Co. Professional $120,727
Hadassah Realty (Wallisville) Rent $104,927
Sherwood Pointe LLC Rent $61,665
CBRE, Inc. Commission $31,272
EEPB P.C. Professional $20,000
Peak Completion Rent $14,550
Technologies Inc.
The Four B's Rent $12,372
FT-2 LLC Rent $11,730
2404 Partners LLC Rent $11,247
Miller Trois LLC Rent $9,316
Donnelly & Co LLP Professional $4,092
Chaffe McCall, LLP Professional $3,375
American Express $2,854
Zane Guillard Rent $1,283
Bricklayers Inc.
RETC $691
AT&T Utility $486
Universal Registered Agents Inc $258
B. List of LH Aviation, LLC's Eight Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Harris County Tax $186,471
Assessor-Collector
Rockwell Collins $26,979
World Fuel Services Inc. $8,977
Premier Flight $2,000
Management
Services LLC
Million Air Topeka $950
RETC $505
NAV Canada $497
Aircraft $375
Performance Group Inc.
Email: accounting@apgdata.com
MAGELLAN HEALTH: Moody's Assigns Ba1 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating to
Magellan Health, Inc. Moody's also assigned Ba1-PD Probability of
Default Rating, Ba1 ratings to the company's senior unsecured notes
and senior unsecured bank credit facility, and an SGL-1 Speculative
Grade Liquidity Rating. The rating outlook is stable.
Ratings assigned:
Corporate Family Rating at Ba1
Probability of Default Rating at Ba1-PD
Senior unsecured notes due 2024 at Ba1 (LGD 4)
Senior unsecured revolving credit facility expiring 2022 at Ba1
(LGD 4)
Senior unsecured term loan due 2022 at Ba1 (LGD 4)
Speculative Grade Liquidity Rating at SGL-1
RATINGS RATIONALE
Magellan's Ba1 Corporate Family Rating reflects its growing scale
and rising growth prospects in its two key segments: healthcare and
pharmacy. The company offers a broad mix of services to a diverse
customer group, with only one exceeding 10% of revenue. The rating
also reflects relatively low financial leverage with gross
debt/EBITDA likely to remain below 3.0x.
Tempering these strengths, Magellan has only modest scale relative
to key health insurance competitors and pharmacy benefits
management companies. Other key risks include customer turnover and
earnings volatility. The expansion into comprehensive care
management entails risk because Magellan assumes financial
responsibility for managing the care of patients with complex
needs. The credit profile is also constrained by the uncertainty
created by rapid industry consolidation involving healthcare
insurers and providers.
The SGL-1 Speculative Grade Liquidity reflects very good liquidity.
This results from positive free cash flow of over $100 million
annually, unrestricted cash and investments totaling over $200
million, and availability under a $400 million revolving credit
facility expiring in 2022.
The rating outlook is stable, reflecting Moody's expectation for
good earnings growth and gross debt/EBITDA sustained below 3.0x
including acquisitions.
Factors that could lead to an upgrade include a significant
expansion in scale and market presence, improved customer retention
rates and new client wins, reduced earnings volatility, and a
longer track record in Magellan Complete Care and Medicare Part D
product offerings. In addition, gross debt/EBITDA sustained below
2.5x could support an upgrade. Factors that could lead to a
downgrade include a material increase in client turnover rates,
earnings shortfalls due to underpricing of at-risk healthcare
products, or large debt-financed acquisitions. In addition, gross
debt/EBITDA sustained above 3.0x could lead to a downgrade.
Magellan Health, Inc. is a healthcare services company engaged in
managing the care of patients with complex healthcare needs,
pharmacy benefits and other specialty areas of healthcare.
Magellan's customers include health plans and other managed care
organizations, employers, labor unions, various military and
governmental agencies and third-party administrators. Revenues for
the 12 months ended September 30, 2017 were $5.4 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
MARCANTONIO ENTERPRISES: Selling New Braunfels Property for $275K
-----------------------------------------------------------------
Marcantonio Enterprises, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the sale of real
property located at 22157 Old Nacogdoches Road, New Braunfels,
Comal County, Texas, a 6 acre unimproved tract of land, to Ivy Cruz
for $275,000.
The Debtor has always generated a profit and was current on all of
its debt service obligations when the case was filed. However,
Stellar Restoration Services, LLC with whom the Debtor has a
business dispute filed suit and took a sizable default judgment
against the Debtor, after obtaining a substituted service order,
which left the Debtor with no alternative but to file the case to
avoid the potential fire-sale of assets and bank account
garnishment that would have shut down its business while it pursued
an appeal seeking to set aside the default judgment.
The Debtor currently owns these properties:
a. 251 Friesenhahn, New Braunfels, Texas (unimproved land):
(i) value - $300,000; (ii) equity - $300,000
b. 4343 Industrial Center, San Antonio, Texas ($1,350,000) &
6910 N.E. Loop 410, San Antonio, Texas ($1,150,000): (i) value -
$2,500,000; (ii) Mortgage creditor - TexStar National Bank; (iii)
approx. debt - $810,551 and $150,055, respectively; (iv) equity -
1,539,394
c. the Property: (i) value - $175,000; (ii) equity - $175,000
d. Lot 16, NCB 12117, Vogan Subd., San Antonio, Bexar County,
Texas (Lockway): (i) value - $140,000; (ii) mortgage creditor -
Reece and Cynthia Heaton; (iii) approx. debt -$69,183; (iv) 70,817
In addition to the foregoing secured debts, the Debtor currently
owes approximately $85,917 in ad valorem taxes against various
properties plus $7,477 in "Rollback taxes" on the Old Nacogdoches
property. These taxes are last payable without penalty or interest
on Jan. 31, 2018. Knowing that all of such taxes were due, the
Debtor's owner put the Old Nacogdoches Road property on the market
and has found a cash buyer who is ready to close immediately.
The Debtor has only two other creditors as follows:
a. The Debtor's owner, Ralph Marcantonio, who is owed
approximately $138,579 for sums he loaned to the company.
b. Stellar Restoration Services, LLC - the entity that took a
default judgment against the Debtor in the amount of $276,300.
Stellar filed a proof of claim herein for $291,535. The Debtor
scheduled Stellar's claim as disputed, as the matter is currently
on appeal. However, it will propose a plan of reorganization in
the case that will pay 100% of all allowed claims, including any
claim of Stellar that may be allowed pursuant to a final order.
The Debtor's Chapter 11 Plan of Reorganization is due to be filed
by Jan. 15, 2018. In addition to needing the sales proceeds to
keep current on the property taxes assessed against the properties
referenced, the Debtor will also require the proceeds to assist in
the implementation of its Plan.
The Property is appraised by the Comal County Appraisal District at
$75,000. The Debtor valued the Property in its Schedules at
$175,000. There is no mortgage against the Property.
The Debtor has received an offer from the Buyer to purchase the
Property in a cash sale for $275,000, free and clear of all liens
and encumbrances. In light of the valuation of the Property and
its principal's knowledge of the applicable real estate market, the
Debtor believes that the offer is at or above the reasonable range
of the price that could be obtained for the Property. The Debtor's
owner and principal therefore believe the sale contemplated is an
exercise of reasonable, proper and sound business judgment.
Further, the sale proposed in the Application will ensure that the
Debtor can continue on the path towards successfully reorganizing
its debts and pay its creditors in full.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Marcantonio_Enterprises_37_Sales.pdf
These liens exist against the Property:
a. Comal County Tax Assessor-Collector – This entity
collects all ad valorem property taxes assessed against the
properties. These total taxes due for the 2017 tax year are
believed to be approximately $5,172, based upon information
obtained from the Comal County Appraisal District website. The
Debtor proposes that all taxes due and owing to this entity at the
time of closing be paid directly by the title company closing the
sale.
b. Stellar filed an Abstract of Judgment in Comal County,
Texas, in the amount of $280,630 on May 16, 2017. This Abstract is
a lien preventing the sale of the Property absent entry of an order
approving the sale free and clear of such lien. Stellar also filed
an abstract of judgment in Bexar County. Therefore, Stellar's
interest is adequately protected by the other properties owned by
the Debtor.
After payment of ad valorem taxes for the Property and normal
losing costs, it is anticipated that the proceeds from the sale of
the Property will be approximately $250,000. The Debtor asks that
the Court authorizes it to receive the net sales proceeds to pay
all of its current ad valorem taxes due for all properties owned by
the bankruptcy estate, to fund plan obligations, and to use in the
daily operations of its business.
The Debtor also asks the Court to waive the stay period under
Federal Rules of Bankruptcy Procedure Rules 6004(g) and 6006(d).
The Purchaser:
Ivy Cruz
2120 Stephens PI
New Braunfels, TX 78130
Stellar can be reached at:
STELLAR RESTORATION SERVICES, LLC
10497 Town & Country Way
Suite 930
Houston, TX 77024
Counsel for Stellar:
Robert M. Nicoud, Jr., Esq.
OLSON NICOUD & GUECK, L.L.P.
Meadow Park Tower
10440 N. Central Expwy, Suite 1100
Dallas, TX 75231
About Marcantonio Enterprises
Based in New Braunfels, Texas, Marcantonio Enterprises, LLC, is a
small business debtor as defined in 11 U.S.C. Sec. 101(51D).
Marcantonio Enterprises, through its sole member, acquires
commercial real estate to improve and rent to commercial tenants or
to sell. It receives income in the form of rents from commercial
tenants and note payments from properties previously sold by
Marcantonio or its owner.
Marcantonio Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-51968) on Aug. 18,
2017. Ralph M. Marcantonio, its member, signed the petition. At
the time of the filing, the Debtor estimated assets and liabilities
of $1 million to $10 million.
Judge Craig A. Gargotta presides over the case.
The LAW OFFICE OF H. ANTHONY HERVOL is the Debtor's counsel.
MARIA SPERA: Maselli Buying Lawrenceville Property for $144K
------------------------------------------------------------
Maria Rosa Spera asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the sale of a parcel of real estate known
as Block 302, Lot 31 on the Lawrence Township Tax Map, commonly
referred to as 11 Fairbanks Place, Lawrenceville, New Jersey, to
Paul Maselli for $143,700.
A hearing on the Motion is set for Feb. 20, 2018 at 10:00 a.m.
Objections, if any, must be filed no later than seven days prior to
the hearing date.
The Debtor is the individual who serves as Trustee of the Josephine
Spera Third Party Supplemental Needs Trust which the Property. The
Property is titled in the Debtor's name, as Trustee of the
Josephine Spera Third Party Supplemental Needs Trust, in which she
has no beneficial interest whatsoever.
The Debtor, as Trustee, listed said Property for sale on June 16,
2017 with ReMax Tri County, residential real estate broker.
Thereafter, the Property was actively marketed for sale. An
application for retention of Peter Fless, Esquire, as Special Real
Estate Counsel, was filed with the Court on Oct. 26, 2017 and the
objection deadline expired on Nov. 2, 2017. An application for
retention of Vanessa Stefancis, Realtor with said ReMax Tri County,
was filed with the Court on Dec. 13, 2017 and the objection
deadline expired on Dec. 20, 2017. No objections were filed to
either application and both parties were respectively retained to
undertake their designated functions on behalf of the Debtor.
On Sept. 13, 2017, the Debtor negotiated and entered into a
Purchase and Sale Agreement dated Sept. 13, 2017 for the sale of
the Property to an unrelated third-party, the Purchaser, for the
consideration of $143,700 which was the highest and best offer
received. Pursuant to said Contract, the Purchaser has submitted a
good faith deposit of $2,000 to be held in escrow pursuant to
Contract terms and, closing of the sale is conditioned and
contingent upon: (a) the Purchaser obtaining financing; and (b) the
Seller obtaining Court approval for the transaction. The Purchaser
has obtained the necessary financing however, the Court approval
needs to be obtained to allow the sale to take place and close.
The Debtor proposes to sell the Property free and clear of all
liens and encumbrances, including but not necessarily limited to
any/all judgments of record against the Debtor obtained by the New
Jersey Division of Taxation, except the property's real estate the
taxes, all homeowners association dues and/or obligations/liens and
payoff/satisfaction of the mortgage of Investors Bank and payment
of the allowed costs of sale so as to enable clear title to be
conveyed to the Contract purchaser.
Specifically, the Debtor requests that the proceeds of sale be
distributed as follows:
a. First, the amount needed to satisfy in full any municipal
taxes, water and/or sewer charges, if any, due to the Township of
Lawrence or otherwise;
b. Second, the amount necessary to satisfy the
obligations/liens due the homeowners association;
c. Third, the mortgage payoff due to Investors Bank for
release and discharge of its mortgage liens against the Property
subject to the Agreement;
d. Fourth, the costs of sale and expenses commonly associated
with the sale of the Property in New Jersey, including, but not
necessarily limited to, realty transfer fees, statutory lien
cancellation fees, real estate broker's commissions and special
counsel attorney fees in accordance with the Notice of Private
Sale; and
e. Fifth, the balance of the sale proceeds to the Josephine
Spera Third Party Supplemental Needs Trust for its exclusive use in
providing for Trust beneficiaries in accordance with Trust terms
and requirements.
To the best of her knowledge, information and belief, there will
not be any income taxes due from and/or incurred by the Debtor as a
result of the sale.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Maria_Spera_107_Sales.pdf
Approval of the present application will enable the Debtor to
payoff secured obligations in her name as well as homeowners
association liabilities/liens incurred by her on behalf of said
Trust, thereby continuing to reduce her overall indebtedness and
enhancing her ability to carry out the terms presently set forth
and proposed in her Individual Chapter 11 Plan of Reorganization
and Disclosure Statement, which will benefit her estate and
creditors which have interests in the Property and other estate
property.
The Purchaser:
Paul Maselli
96 Cranbury Neck Road
Cranbury, NJ 08512
Maria Rosa Spera sought Chapter 11 protection (Bankr. D.N.J. Case
No. 16-14254) on July 25, 2016.
MARKETO INC: Moody's Assigns First Time B3 CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to Marketo,
Inc. in connection with the company's proposed refinancing
transaction. Concurrently, Moody's assigned a B3 rating to
Marketo's proposed $465 million first lien senior secured credit
facility. The rating outlook is stable.
The proceeds from the proposed $430 million first lien term loan
will be used to refinance existing debt, fund approximately $32
million of cash to its balance sheet and pay transaction-related
fees and expenses. The proposed $35 million revolving credit
facility is expected to remain undrawn at close. Marketo was
publicly traded until Vista Equity Partners' ("Vista") $1.8 billion
acquisition of the company in August 2016. The debt being
refinanced was issued to fund the acquisition along with a sizable
$1.5 billion of cash equity from Vista. The refinancing will
favorably extend maturities and reduce annual cash interest costs
by approximately $15 million.
Moody's assigned the following ratings to Marketo, Inc.
-- Corporate Family Rating at B3
-- Probability of Default Rating at B3-PD
-- Proposed $35 million first lien senior secured revolving
credit facility due 2023 at B3 LGD3
-- Proposed $430 million first lien senior secured term loan due
2025 at B3 LGD3
-- Outlook at Stable
The assignments of ratings remain subject to Moody's review of the
final terms and conditions of the proposed financing.
RATINGS RATIONALE
The B3 CFR reflects Moody's expectations for very high
debt-to-EBITDA leverage of over 8.0 times (Moody's adjusted,
including change in deferred revenue and after expensing
capitalized software costs) at closing to decline below 7.0 times
over the next 12-18 months through strong growth in subscription
revenue and after achieving planned costs savings. The rating also
incorporates the company's lack of track record of profitable
growth and positive free cash flow generation since inception.
Marketo plans to continue to aggressively invest to drive growth,
but also to streamline costs and improve sales execution to enhance
profitability and transition to positive free cash flow. Marketo's
ratings are further constrained by its modest operating size and a
narrow operating scope providing a cloud-based software marketing
and customer engagement platform to small and medium businesses
(SMBs) and large enterprises. Marketo faces execution risk as it
continues to broaden its platform beyond its roots as an email
marketing service. The company also operates in a highly fragmented
and rapidly evolving industry, facing intense competition from
other software companies that develop marketing solutions.
Marketo's credit profile is supported by the company's leading
position with good reputation for product satisfaction and trust,
as well as strong subscription-based revenue growth of over 20%.
The growth continues to be supported by increasing penetration with
enterprise clients through cross and upselling opportunities, new
client wins, price increases, high client retention rates and a
large installed base with very little customer concentration.
Strong booking trends at the end of 2017 provide good visibility
into double digit revenue growth in 2018. Marketo's addressable
market is large and the demand environment for customer contacts
and marketing solutions is favorable as companies increasingly
utilize technology applications to reach business clients, which is
the company's primary target base with only a small percentage of
business-to-consumer customers. A sizable cash position at close of
the refinancing will provide the company investment flexibility to
execute its strategic growth initiatives.
Moody's considers Marketo's liquidity as adequate. Liquidity is
provided by more than $60 million of balance sheet cash at closing,
expectation for modest free cash flow in 2018 and full availability
under the proposed $35 million revolving credit facility expiring
in 2023. Moody's expects annual free cash flow of $10-15 million in
2018 will provide adequate coverage of required annual term loan
amortization of $4.3 million, paid quarterly. A financial covenant
is applicable to the revolver only if it is drawn more than 35%.
There is no financial maintenance covenant applicable to the term
loan. Moody's does not expect the covenant to be triggered over the
next 12 months. Moody's expects the company will maintain excess
cash for potential tuck-in acquisitions in the near future.
The stable rating outlook reflects Moody's expectation of revenue
growth over 20%, timely achievement of cost reduction initiatives,
migration to Google-cloud platform without any meaningful
disruptions and improving customer retention rates. The stable
outlook also reflects Moody's expectation that the company will
improve the EBITDA margin, generate FCF-to-debt of at least 5%, and
meaningfully reduce debt-to-EBITDA leverage over the next 12-18
months.
Moody's could downgrade Marketo's ratings if new bookings, customer
retention, or revenue growth weakens meaningfully, operating
performance or liquidity materially deteriorate for any reason.
Ratings could be pressured if Moody's expects debt-to-EBITDA
(Moody's adjusted, incorporating the change in deferred revenue)
cannot be maintained below 7.0 times, or if free cash flow is weak
or negative.
A ratings upgrade is not expected given very high leverage, weak
profitability and low projected free cash flow. Over time, the
ratings could be upgraded if Marketo's revenue size and
profitability is increased meaningfully, Moody's anticipates that
the company will maintain solid and stable free cash flow in the
high-single digits of total debt, and the company's debt-to-EBITDA
(Moody's adjusted, incorporating the change in deferred revenue)
will be sustained below 6.0 times.
Marketo, Inc. is a wholly owned subsidiary of Milestone Holdco,
LLC. Milestone Holdco, LLC and its subsidiaries, doing business as
Marketo, Inc., provides a cloud-based software marketing and
customer engagement platform used by SMB and large enterprise
clients to better identify, engage, and sell to potential and
existing business and consumer customers. The company has been
majority owned by funds affiliated with Vista Equity Partners since
August 2016. Marketo generated revenue of approximately $321
million in 2017.
The principal methodology used in these ratings was Software
Industry published in December 2015.
MBIA INC: Moody's Lowers Senior Debt Rating to Ba3; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
MBIA Inc. (MBIA) to Ba3 from Ba1 and the insurance financial
strength (IFS) rating of its principal operating subsidiary,
National Public Finance Guarantee Corporation (National), to Baa2
from A3. The outlook for the ratings is stable.
Moody's also affirmed the Caa1 IFS rating of MBIA Insurance
Corporation (MBIA Corp.) with a developing outlook.
RATINGS RATIONALE
The downgrades of National and MBIA reflect several developments,
including: 1) the placement of National into run-off; 2) an
increased probability of more severe losses resulting from
National's Puerto Rico exposures due to the protracted economic and
revenue disruptions in Puerto Rico caused by Hurricane Maria; 3)
higher asset risk at National following the company's large recent
purchases of MBIA debt and equity securities; and 4) the weakened
alignment of interests between the firm's shareholders and its
policyholders and creditors.
RATINGS RATIONALE -- NATIONAL PUBLIC FINANCE GUARANTEE CORP.
National's Baa2 IFS rating and stable outlook reflects the
insurer's substantial capital resources, the meaningful delinking
from its weaker affiliates and the steady amortization of its
insured portfolio. Offsetting these strengths is National's
substantial exposure to below investment grade credits, which
represented approximately 7.4% of its insured book and 190% of
qualified statutory capital at 3Q2017, as well as the firm's
transition toward a more aggressive investment posture, which has
included a substantial investment allocation to debt and equity
securities issued by its parent, MBIA. Pro forma for purchases made
subsequent to the end of the third quarter, Moody's estimate that
National holds MBIA securities with a market value of approximately
$525 million, which amounts to approximately 13% of National's
total cash and invested assets.
At 3Q2017, National had approximately $3.9 billion of gross par
exposure to the debt securities of Puerto Rico issuers (including
accreted interest on capital appreciation bonds). While the
situation in Puerto Rico remains fluid, the protracted economic and
revenue disruptions caused by Hurricane Maria, which struck Puerto
Rico on September 20, 2017, are likely to result in lower debt
servicing capacity, and thus higher loss severity on debt insured
by National in the debt restructuring process.
Additionally, Moody's believes that the placement of National into
run-off significantly weakens the alignment of interests between
shareholders and policyholders. The purchase of holding company
securities by an operating company is unusual and signals the
likelihood of further shareholder-friendly actions in the future
that may adversely affect the interests of policyholders and
creditors.
RATINGS RATIONALE -- MBIA INC.
The Ba3 senior unsecured debt rating and stable outlook of MBIA
Inc. reflects the credit profiles of its subsidiaries and its
adequate liquidity profile stemming from the firm's significant
level of cash and invested assets held at the holding company
level, estimated to be approximately $540 million following certain
capital management actions taken subsequent to the end of 3Q2017.
While Moody's expect ordinary dividend payments from National to
continue for at least the next several years, the ability of MBIA
Inc. to receive funds from the tax escrow account are likely to be
reduced or eliminated over the next few years due to losses arising
from National's Puerto Rico exposures. The firm's high debt burden
and meaningful asset risks, a large share of which support its
wind-down operations, remain a distinct weakness. The notching
between MBIA Inc.'s senior debt rating and the IFS rating of its
lead insurance subsidiary, National, is four notches, reflecting
the group's high financial leverage, lower projected cash flows
from the tax escrow account and the significantly weaker credit
profile of MBIA Corp.
RATINGS RATIONALE -- MBIA INSURANCE CORPORATION
MBIA Corp.'s Caa1 IFS rating and developing outlook reflects the
firm's weak capital adequacy position and the volatility associated
with the outcomes of several ongoing loss recovery efforts, which
could put either upward or downward pressure on its IFS rating.
MBIA Corp.'s liquidity position remains very weak, with liquid
assets of less than $100 million at 3Q2017.
MBIA Corp.'s longer-term viability rests on the ability of the
company to recover the substantial majority of the firm's $1.5
billion of booked salvage recoverables, primarily relating to
excess spread recoveries on second-lien RMBS securities, a mortgage
loan put-back settlement related to alleged breaches of
representations and warranties by Credit Suisse on a legacy insured
RMBS transaction and recoveries from sales of collateral backing
the defaulted Zohar I and Zohar II collateralized loan obligation
transactions.
The inability of MBIA Corp. to realize substantial recoveries from
these efforts would likely result in regulatory intervention, which
could result in a claims payment freeze, partial claims payments,
or rehabilitation proceedings.
Moody's added that the ratings of MBIA Corp.'s preferred stock (C
(hyb)) and surplus notes (Ca (hyb)) reflect their high expected
loss content given the company's weak capital profile and the
deeply subordinated nature of these securities.
According to Moody's, credit deterioration at MBIA Corp. has only a
limited impact on the broader MBIA group given the substantial
delinking following the removal of the cross-default provision with
MBIA Inc.'s debt in 2012, and MBIA Corp.'s repayment of a loan from
affiliate National.
RATING DRIVERS
National Public Finance Guarantee Corporation
Given National's run-off status and financial profile, there is
unlikely to be positive rating pressure over the near to medium
term. Conversely, the following factors could result in a downgrade
of National's rating: 1) developments in Puerto Rico result in
losses that reduce the firm's qualified statutory capital by more
than 40% over a twelve month period; 2) capital extraction in
excess of the firm's ordinary dividend capacity without a
commensurate reduction of insured risk; and 3) provision of
material capital support to MBIA Corp.
MBIA Inc.
The following factors could lead to an upgrade of MBIA's senior
debt rating: 1) an upgrade of National; and/or 2) a significant
reduction in adjusted financial leverage. Conversely, the following
factors could result in a downgrade: 1) a downgrade of National;
and/or 2) constrained liquidity at the holding company with visible
projected cash inflows and existing liquid assets covering less
than two years of debt service.
MBIA Insurance Corporation
The following factors could result in an upgrade of MBIA Corp.'s
rating: 1) improved capital adequacy and liquidity profile; 2) a
reduction in exposure to large single risks; and 3) favorable
settlement of outstanding RMBS put-back claims and substantial
recoveries from Zohar collateral sales. Conversely, the following
factors could result in a downgrade: 1) unfavorable settlement of
outstanding RMBS put-back claims; 2) failure to secure substantial
recoveries on Zohar collateral; 3) portfolio losses meaningfully in
excess of current expectations; 4) a meaningful reduction in
expected excess-spread recoveries on second-lien RMBS; and 5)
further deterioration in the company's liquidity profile.
RATING LIST
The following ratings have been downgraded:
MBIA Inc. -- Senior unsecured debt to Ba3 from Ba1;
National Public Finance Guarantee Corporation -- insurance
financial strength to Baa2 from A3.
The following ratings have been affirmed:
MBIA Insurance Corporation -- insurance financial strength at Caa1,
surplus notes at Ca(hyb) and preferred stock at C(hyb).
Outlook Actions:
MBIA Inc. -- outlook to stable, from negative
National Public Finance Guarantee Corporation -- outlook to stable,
from negative
MBIA Insurance Corporation -- outlook remains developing
TREATMENT OF WRAPPED TRANSACTIONS
Moody's ratings on securities that are guaranteed or "wrapped" by a
financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating). Moody's approach to rating wrapped
transactions is outlined in Moody's methodology "Rating
Transactions Based on the Credit Substitution Approach: Letter of
Credit-backed, Insured and Guaranteed Debts" (May 2017).
MBIA Insurance Corporation and National Public Finance Guarantee
Corporation are financial guaranty insurance companies domiciled in
New York State and are wholly owned subsidiaries of MBIA Inc.
[NYSE: MBI]. As of September 30, 2017, MBIA Inc. had consolidated
gross par outstanding of approximately $99 billion and total claims
paying resources at its operating subsidiaries of approximately of
$6.0 billion.
The principal methodology used in these ratings was Financial
Guarantors published in March 2017.
MENOTTI ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Menotti Enterprise, LLC
1816 Trafalgar Place
Bronx, NY 10460
Type of Business: Menotti Enterprise, LLC --
http://menottienterprise.com-- is an
independent family-owned & operated construction
site safety management consulting firm.
The company has safety management experience in
a multitude of construction project types such
as government, educational, retail, commercial,
residential, MTA, and maritime.
Its main focus is to identify any hazard on
site, prevent any potential incidents from
occurring, and mitigating any future
construction delays.
It strives to prevent & reduce all associated
liabilities of its clients during all phases of
construction starting with pre-construction all
the way to closeout. The company is
headquartered in Bronx, New York.
Chapter 11 Petition Date: January 19, 2018
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 18-10138
Debtor's Counsel: Eric S. Medina, Esq.
MEDINA LAW FIRM LLC
641 Lexington Avenue
Thirteenth Floor
New York, NY 10022
Tel: (212) 404-1742
Fax: (888) 833-9534
E-mail: emedina@medinafirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven Menotti, vice president.
A full-text copy of the petition, containing a list of the Debtor's
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nysb18-10138.pdf
MOUNTAIN CRANE: Proposes a Sale of 16 Excess Cranes
---------------------------------------------------
Mountain Crane Service, LLC, asks the U.S. Bankruptcy Court for the
District of Utah to authorize the sale of 16 excess cranes: 15 at
auction and one crane to Elite Equipment Leasing for approximately
$650,000.
The Debtor's business is centered around providing crane service
and related services for its customers. It owns a fleet of
approximately 100 cranes of various types and sizes. To maintain
the right mix of cranes for its business, the Debtor, in the
ordinary course of its business, buys and sells cranes. The 16
cranes are not being utilized profitably by the Debtor and
therefore the Debtor would like to sell them as soon as possible.
Each of the Excess Cranes is subject to a security interest held by
the secured party listed in the "Lender" column on the Excess
Cranes list. The Debtor understands that each Lender must agree
(and has agreed or will agree) to the amount it will receive from
the sale of its collateral in order to voluntarily release its lien
on the subject crane.
Of the Excess Cranes, the first 10 are subject to liens of Terex
Financial Services, three others are subject to liens of Commercial
Credit Group ("CCG"), two others are subject to liens of Everbank
Commercial Finance, and the last one is subject to a lien of Equify
Financial. The Debtor intends that the lesser of the net sale
proceeds from each of the Excess Cranes or the secured debt owed
to
appropriate Lender on that item of collateral will be paid to the
appropriate Lender.
The Debtor intends and asks that the first 15 of the Excess Cranes,
those subject to liens of Terex, CCG, and Everbank, be sold at a
large equipment auction to be conducted by Ritchie Bros.
Auctioneers on Feb. 19 through Feb. 23, 2018. The primary physical
location of the auction is Orlando, Florida, with a satellite
location in Las Vegas. The Debtor is transporting its cranes to be
sold at this auction to the Las Vegas location.
The Ritchie Bros. Orlando auction is a well-publicized annual
event, advertised as a "global marketing" opportunity that
generates more demand for equipment. The Debtor successfully sold
several items of excess equipment last year in a Ritchie Bros.
auction, and believes that the Orlando Auction is the best
opportunity to obtain the best price for the items it would like to
sell there this year.
The last item on the list, the crane subject to the Equify lien,
will be sold in a private sale to a user in California that is
currently renting the crane from the Debtor. Equify is aware of
and supports this pending sale, and will receive the entire net
sale proceeds of the sale. The proposed buyer is Elite Equipment
Leasing, and the proposed sale price is approximately $650,000.
The sale is expected to close soon after the Court's order is
entered approving the sale.
None of the Excess Cranes is critical to the Debtor's business.
Further, the Debtor believes that it would be best to sell the
Excess Cranes promptly as outlined in order to maximize their
realizable value and avoid the burden and expense of maintaining,
storing and insuring the Excess Cranes.
Although the Debtor is not aware of any liens or interests in the
Excess Cranes other than the Lenders indicated in the list, out of
an abundance of caution, the Debtor asks authority to sell the
Excess Cranes free of any liens, claims or interests.
The Debtor asks the Court to authorize the payment of auction
commissions of 10% of the gross sales price without the need for
further notice or hearing.
Finally, the Debtor respectfully requests that, under the
circumstances and for cause shown, the Court waives the 14-day stay
otherwise imposed by Federal Rule Bankruptcy Procedure 6004(h).
A copy of the list of cranes to be sold attached to the Motion is
available for free at:
http://bankrupt.com/misc/Mountain_Crane_11_Sales.pdf
About Mountain Crane Service
Salt Lake City, Utah-based Mountain Crane Service, LLC, doing
business as PC Crane Service, LLC -- https://www.mountaincrane.com/
-- specializes in refinery turnarounds and has a fleet comprised of
over 100 cranes, and hundreds of other pieces of equipment
dedicated to refineries in Utah, Montana, and Wyoming. The
company's project management and engineering staff provide site
survey and lift-planning that dramatically increase operational
efficiency and safety during turnaround work. Mountain Crane has
completed contracts with Tesoro, Chevron, Phillips 66, Sinclair,
and others. The company has an ongoing preferred MSA with Chevron
for turnaround and capital construction work, and has been the
primary crane provider for Sinclair since 2013. In the spring of
2017 Mountain Crane Service was awarded the major turnaround scope
for the Billings, Montana Phillips 66 refinery. Mountain Crane is
located in Salt Lake City, Utah with satellite offices and wind
maintenance service locations in Montana, Nevada, Washington,
Idaho, Wyoming, Iowa, Texas and Michigan.
Mountain Crane Service, LLC, sought Chapter 11 protection (Bankr.
D. Utah Case No. 18-20225) on Jan. 12, 2018. The petition was
signed by Paul Belcher, managing member. The Debtor estimated
assets and liabilities in the range of $50 million to $100 million.
The case is assigned to Judge Joel T. Marker.
The Debtor tapped Matthew M. Boley, Esq., and Steven C. Strong,
Esq., at Cohne Kinghorn, P.C., as counsel.
NEVADA CLUB INN: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Nevada Club Inn, LLC as of Jan.
17, 2018, according to a court docket.
Nevada Club Inn is represented by:
Frank T. Waters, Esq.
Law Offices of Frank T. Waters
6870 S. Highway 95, Bldg. C
Bullhead City, AZ 86442
Phone: +1 928-768-1105
About Nevada Club Inn LLC
Nevada Club Inn, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-14944) on Dec. 20,
2017. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million. The
case is assigned to Judge Eddward P. Ballinger Jr. Law Offices of
Frank T. Waters is the Debtor's bankruptcy counsel.
PANDA TEMPLE: Plan Confirmation Hearing Set for Jan. 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is set to
hold a hearing on Jan. 23, at 1:30 p.m. (Eastern Time) to consider
approval of the Chapter 11 plan of reorganization for Panda Temple
Power, LLC, and Panda Temple Power Intermediate Holdings II, LLC.
The hearing will take place before Judge Laurie Selber Silverstein,
at Courtroom 2.
According to the latest disclosure statement, if holders of Class 5
general unsecured claims vote to accept the plan, each will receive
in full satisfaction, settlement, discharge and release of, and in
exchange for, such allowed claim, at the election of the Debtors or
reorganized Debtors, as applicable (with the consent of the
required consenting lenders): (i) its pro rata share of the
"general unsecured claims cash amount" or (ii) such other less
favorable treatment as to which the Debtors or reorganized Debtors,
as applicable, and the holder of such allowed Class 5 claim have
agreed upon in writing; provided that the holders of the
"prepetition credit agreement claims" (unsecured deficiency
portion) will not receive any recovery from or otherwise
participate in the general unsecured claims cash amount; and the
prepetition credit agreement claims (unsecured deficiency portion)
will not be taken into account in determining the pro rata shares
of the general unsecured claims cash amount to which holders of
allowed Class 5 claims are entitled to receive.
Copies of the latest disclosure statements filed on Jan. 4 and 11
are available for free at:
http://bankrupt.com/misc/deb17-10839-511.pdf
http://bankrupt.com/misc/deb17-10839-541.pdf
About Panda Temple
Panda Temple Power, LLC, and Panda Temple Power Intermediate
Holdings II, LLC, filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on
April 17, 2017.
Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas. The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States. Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.
The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors. Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014. In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.
Panda Temple Power Intermediate Holdings II, LLC is a holding
company with no assets other than its ownership interests in Temple
I.
In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.
The cases are pending before the Honorable Laurie Selber
Silverstein.
The Debtors hired Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as legal counsel; Latham & Watkins LLP, Inc., as
co-counsel; Ducera Partners LLC as financial advisor; and Prime
Clerk LLC as claims and noticing agent and administrative advisor.
No official committee of unsecured creditors has been appointed.
PIONEER ENERGY: Provides Company Update & Recent Developments
-------------------------------------------------------------
From time to time, senior management of Pioneer Energy Services
meets with groups of investors and business analysts. In
connection with management's participation in those meetings, the
Company prepared slides to provide an update on the Company's
operations and certain recent developments, which among others,
include the following:
Drilling
* Top-tier AC rigs are beginning to re-price in the $21,500 to
$23,500 per day range.
* Six of eight rigs are under contract and currently drilling
in Colombia with the potential to add a seventh rig during
the first quarter of 2018.
Production Services
* Overall positive outlook for all production service
businesses. Following seasonal fourth quarter impacts,
activity expected to increase beginning in the second half of
January.
* Labor continues to be tight in all businesses.
* Two new wireline units delivered and deployed to the field in
January.
The slides are available for free at https://is.gd/OiGEiG
About Pioneer
Based in San Antonio, Texas, Pioneer Energy Services --
http://www.pioneeres.com/--provides well, wireline, and coiled
tubing services to producers in the U.S. Gulf Coast, offshore Gulf
of Mexico, Mid-Continent and Rocky Mountain regions through its
Production Services Segment. Pioneer also provides contract land
drilling services to oil and gas operators in Texas, the
Mid-Continent and Appalachian regions and internationally in
Colombia through its Drilling Services Segment.
Pioneer Energy incurred a net loss of $128.4 million in 2016, a net
loss of $155.1 million in 2015, and a net loss of $38.01 million in
2014. As of Sept. 30, 2017, Pioneer Energy had $707.4 million in
total assets, $485.9 million in total liabilities and $221.5
million in total shareholders' equity.
* * *
In November 2017, Moody's upgraded Pioneer Energy Services'
Corporate Family Rating to 'Caa2' from 'Caa3'. Pioneer' Caa2 CFR
reflects the company's elevated debt balance pro forma for the $175
million senior secured term loan issuance, Moody's said.
Also in November 2017, S&P Global Ratings affirmed its 'B-'
corporate credit rating on Pioneer and gave a negative outlook.
"Our rating affirmation follows Pioneer's announcement of a new
$175 million term loan B and implementation of a new $75 million
ABL revolving credit facility," S&P said.
PREMIER PCS OF TX: Ung Tak Han Buying Eight Stores for $560K
------------------------------------------------------------
Premier PCS of TX, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of eight stores:
(i) Store 201 located at 1360 Rio Rancho Blvd SE, Rio Rancho, New
Mexico; (ii) Store 202 located at 4410 Wyoming Blvd NE, Suite H,
Albuquerque, New Mexico; (iii) Store 203 located at 2003 Southern
Blvd, Suite 104, Rio Rancho, New Mexico; (iv) Store 204 located at
5604 Menaul Blvd NE, Albuquerque, New Mexico; (v) Store 205 located
at 5150 E Main Street, Suite 111, Farmington, New Mexico; (vi)
Store 206 located at 1245 W Apache Street, Suite 105, Farmington,
New Mexico; (vii) Store 207 located at 3000 E 20th Street, Suite D,
Farmington, New Mexico; and (viii) Store 208 located at 1145 South
Camino Del Rio, Suite D, Durango, Colorado to Ung Tak Han for
$560,000.
Premier PCS is a dealer for Metro PCS telephone subscriptions. It
has 43 store locations in Texas, New Mexico, and Colorado. It has
an all-cash offer from the Buyer or a corporate designee acceptable
to Metro PCS, to buy eight of the stores and to assume the lease of
each store.
The Buyer will accept each lease according to the same terms
Premier PCS had, regarding base rent, and as applicable to each
location, any "net" features of the lease, and common area
maintenance charges, and other applicable contractual provisions,
for the full remaining present term of each lease. The Buyer is to
accede at closing to Premier PCS' security deposits and to all
options to renew and extend, and other rights and privileges,
enjoyed in each lease by the Debtor.
The landlord and/or leasing agent will not be entitled to use any
bankruptcy clause in the lease (if any), to limit or restrict the
Buyer's enjoyment of the lease. The final outcome of the Title 11
case, whether by a confirmed Plan of Reorganization or otherwise,
will have no effect upon the terms of any lease assumed hereunder
by the Buyer.
The sale and assignment will not operate as a Release of Premier
PCS upon the assigned lease for the remainder of its present term
or as a Release of its sole member Richard Ahn from liability for
any personal guarantee that has been given, if applicable, for the
remaining present term of the lease. Any subsequent renewals and
extensions, however, will not be liabilities of either Premier PCS
or Richard Ahn.
The pertinent landlords and/or property managers for each location
are shown in the list, and they are being served with complete
copies of the Motion so that they can participate in the hearing on
the Motion.
A list of the stores to be sold and the Letter of Intent attached
to the Motion is available for free at:
http://bankrupt.com/misc/Premier_PCS_46_Sales.pdf
The sale already has, upon information and belief, the pre-approval
of Metro PCS, as the Buyer has over l5 years experience as a Metro
PCS dealer. Metro PCS is being served with the Motion. It will be
up to the Buyer to arrange for new utility hookups to the store
locations. All utilities are to be pro-rated to the date of
closing, and Premier PCS is to pay its share of the utilities in
the regular course of business.
In the event (and only in the event) of a landlord or leasing
manager's unwillingness to permit the assignment of a given lease,
the sale price will be reduced by one-eighth for each location.
Otherwise, the obligation to purchase the eight stores and/or as
many stores as the landlords or leasing agents will permit, is
absolute. The Debtor can refuse to close if the Buyer does not
accept all of the landlord-accepting stores.
The Debtor's historical out-of-pocket cost to set up and furnish
each store is approximately $50,000. The balance of the purchase
price is for each store's good will and organization. The Debtor
has substantial administrative expenses to have to pay for the case
-- approximately $50,000 for attorney fees and 1% of its first
quarter 2018 disbursements (estimated to be $4 million) for United
States Trustee's fees.
The Debtor has substantial current taxes to pay. It will be able
to pay some of the proceeds to secured creditors. The sale will
relieve the Debtor of operating expenses for the eight locations.
The eight locations are all remote from its headquarters in El
Paso, and they have not been as easy or efficient to administer as
the closer locations.
Included with each lease and store being purchased are all
furniture, fixtures, and equipment in each store. The inventory of
cell phones and the accounts receivable of each store are not
included in this sale. Approximately $2,000 worth of cell phone
accessories to fit out each store is included with each store.
The sale and assignment are theoretically free and clear of liens.
The known liens which affect the DIP, are irrespective of asset
location, are:
a. A Restraint upon Wells Fargo Bank Account No. 7860, placed
on Dec. 4, 2017 by Viceroy Funding. The Restraint was
automatically stayed and ordered released by the Court on Dec. 12,
2017.
b. A "blanket" UCC-1 financing statement filed in Austin,
Texas by Complete Business Solutions Group ("GBSG") on Nov. 29,
2017. There was no GBSG UCC-1 filed in New Mexico or Colorado,
where the eight stores are located.
c. There are no tax liens, state or federal, filed against the
Debtor.
The closing is to occur as soon as practicable after this Motion is
approved. The sale proceeds -- all $560,000 or such lesser amount
by one-eighth for each store where the landlord will not cooperate
in the lease assignment -- are to be retained by the Debtor, except
as follows:
a. The Debtor will immediately pay any state or local tax
arising upon the sale of each store.
b. An estimated amount of property tax upon each lease, if
required to be paid by the tenant according to the lease terms,
will be remitted to the landlord, pro-rated to date of closing. To
the extent the Debtor has pre-paid property taxes beyond the
closing date, the Buyer will reimburse Debtor therefore at the
closing or as soon thereafter as practicable.
c. An estimated amount of property tax upon the furniture,
fixtures, and equipment included in each sale, pro-rated to closing
date according to the total of such taxes on those items for the
previous year.
d. A deposit of $12,500 to the trust account of the Debtor's
attorney E.P. Bud Kirk, to defray his fees and expenses for
handling and closing this Motion to Sell and Assign. Such deposit
will be in addition to the Debtor's budgeted periodic payments to
Mr. Kirk depicted in the cash collateral budget approved by the
Court to date in the case.
Time is of the essence for the Buyer, because the month of February
is historically the best month of the year for Metro PCS dealers,
as customer tax refunds are available then for purchasing of
subscriptions. The Buyer wishes to close the purchase as soon as
possible in order to get the most out of the tax refund season
sales. Accordingly, the Debtor asks the Court to approve the
relief sought.
The Creditors:
CBSG/PAR FUNDING
141 N 2nd Street
Philadelphia, PA 19106
VICEROY
40 Wall Street 28th Floor
New York, NY 10005
About Premier PCS of TX
Based in El Paso, Texas, Premier PCS of TX, LLC, provides computer
maintenance and repair services. Premier PCS of TX, based in El
Paso, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-32021) on Dec. 6, 2017. Richard Ahn, managing member, signed
the petition. In its petition, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
The Hon. Christopher H. Mott presides over the case. E.P. Bud
Kirk, a partner at the law firm of E.P. Bud Kirk, serves as
bankruptcy counsel.
RADIOLOGY SUPPORT: Seeks Continued Cash Use Until May 31
--------------------------------------------------------
Radiology Support Devices, Inc., submitted to the U.S. Bankruptcy
Court for the Central District of California its evidence regarding
its operations in support of its request for continued use of cash
collateral through May 31, 2018, and to address the issues set
forth in the Court's Order entered on September 22, 2017.
The Court will convene on Jan. 24, 2018, at 10:00 a.m., consider
the Debtor's continued use of cash collateral.
The Debtor's pro forma budget projects income and necessary
expenses associated with its daily and ordinary course business
operations. Consistent with the Court's prior cash collateral
orders, the Debtor requests authorization to exceed the amounts set
forth in the Budget by 15% of the budget total. The Budget
includes compensation to Matthew Alderson of $2,885 per week as
provided for in the Notice of Setting Insider Compensation, which
was served on Feb. 22, 2017 and as to which no objection was made.
Additionally, the Budget provides for (1) monthly adequate
protection payments of $1,820.45 to Wells Fargo Bank; (2) a $11,235
one-time cost for a new compressor, which powers all of the hand
tools in the factory; and (3) payment of administrative
professional fees ($5,000 per month for general bankruptcy counsel
Weintraub & Selth, APC, and $5,000 per month for Hiramatsu &
Associates), which fees will only be drawn down pursuant to fee
orders.
The Debtor reports that during the last cash collateral budget
period, the Debtor has:
(1) Eliminated its entire backlog such that all Purchase
Orders are current, meaning pending for less than 90 days;
(2) Filed motions to disallow the claims of Chawalit Krautim,
Daniel Krautim, and Michael Kohrman and prevailed, disallowing all
three claims in their entirety and paving the way for the Debtor's
Chapter 11 Plan which provides 100% payment to all creditors;
(3) Negotiated consensual Plan treatment of the Internal
Revenue Service claim and memorialized said agreement in the
Stipulation for Chapter 11 Plan Treatment of Claim of the Internal
Revenue Service, which was approved by order of the Court;
(4) Negotiated Plan treatment of the Franchise Tax Board's
claim and the parties have circulated a stipulation;
(5) The Debtor continues to work with Bette Hiramatsu of
Hiramatsu & Associates, a certified turnaround consultant, in
connection with its financial controls and reporting, and
improvements in its business operations;
(6) Overall, the Debtor has met its projected cash receipts
and cash disbursements set forth in the previous cash collateral
budget; and
(7) Due to the Debtor's post-petition operations, the Debtor
has increased its bank balance from $1,400 on the Petition Date to
$156,893 as of January 1, 2018.
Furthermore, the Debtor is currently also in negotiations with
Cedars-Sinai Medical Center to develop and supply a new MRI quality
control phantom. The Debtor asserts that this new client, along
with the Debtor's existing clients will continue to ensure that its
cash flow remains healthy and provides adequate protection to the
Debtor's secured creditors.
Perhaps more importantly, the Debtor tells the Court that is in the
process of amending its Disclosure Statement and Plan to provide
for the consensual Plan treatment of the IRS and FTB claims. With
the disallowance of the claims of the Krautims and Kohrman, and the
consensual agreements with the IRS and FTB, the Debtor believes
that it is headed towards a smooth confirmation process.
The Debtor notes that the current hearing to consider the adequacy
of its amended Disclosure Statement is set on February 14, 2018 at
10:00 a.m. Because the Court's prior tentative ruling was to
approve the Debtor’s Disclosure Statement, the Debtor believes
that due to the limited changes in the Amended Disclosure
Statement, that the Amended Disclosure Statement will be approved
as well. The Debtor's current cash collateral authority expires
January 30, 2018. Accordingly, the Debtor requests the use of Cash
Collateral for an additional four months through May 31, 2018 to
carry the Debtor through the Plan confirmation process.
The Debtor reports to the Court its performance for the Cash
Collateral period of September 1, 2017 through December 31, 2017:
(1) Disbursements. For the Cash Collateral Period, the Debtor
projected $619,986 in operating expenses, while the amount actually
spent was $604,049. Thus, the Debtor spent $15,937 less than
projected.
(2) Collections: For the Cash Collateral Period, the Debtor
projected collections of $698,083, while it actually collected
$669,660. Thus, the Debtor collected $28,423 less than anticipated
during the Cash Collateral Period. This is due to a couple of the
Debtor's customers taking longer than the 30 days to make payment
due to the holidays in December.
(3) Ending Bank Balance: For the Cash Collateral Period, the
Debtor projected an ending bank balance of $179,860, while the
ending bank balance as of Dec. 31, 2017, was $156,893. Thus, the
Debtor had $22,966 less cash than was projected. A customer
collection of approximately $56,000 was received in the first week
of January 2018, but was projected to be received in December
2017.
The Debtor submits that secured creditors Citibank, N.A., Wells
Fargo Bank, and Clay Lorinksy are adequately protected by the
Debtor’s continued profitable operations and an increase in cash
during the budget period. As of Jan. 1, 2018, the Debtor had a
beginning balance of $156,983. As set forth in the Cash
Projections, the Debtor anticipates having an ending cash balance
of $230,486 by the end of May 2018.
Moreover, the Debtor notes that (1) the Budget includes payment to
the Debtor's professionals; and (2) that on the Petition Date, the
Debtor had cash of only $1,400, which balance has grown to $156,983
as of January 1, 2018.
The Debtor tells the Court that it was approached by Cedars-Sinai
Medical Center to jointly collaborate on a new QA MRI phantom. To
develop this phantom, the Debtor will need to hire a part time
Medical Physicist/Engineer to help facilitate this project. The
Debtor does not expect any other additional costs in labor or
significant rise in raw material costs as a result of this project.
Thus, the Debtor submits that the Secured Creditors are adequately
protected by the Debtor's continued operations.
The Debtor asserts that its postpetition operations and the Budget
have establish that there will not be any diminution in the value
of the Secured Creditors' collateral during the budget period and
the Debtor's going concern value will be preserved by its ongoing
business operations. Nevertheless, the Debtor will continue to
provide as additional adequate protection a replacement lien in the
Debtor's post-petition cash and accounts receivable and the
proceeds thereof, to the same extent, validity, and priority of
each respective creditor's lien as of the Petition Date and will
continue making monthly adequate protection payments to Wells Fargo
Bank in the amount of $1,820.45.
Lastly, the Debtor anticipates that its amended Disclosure
Statement will be approved on Feb. 14, 2018.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/cacb17-12054-189.pdf
About Radiology Support Devices
Radiology Support Devices, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12054) on Feb.
21, 2017. Matthew Alderson, president, signed the petition.
At the time of filing, the Debtor estimated $100,000 to $500,000 in
assets and $500,000 to $1 million in liabilities.
Weintraub & Selth, APC, is serving as bankruptcy counsel to the
Debtor, with the engagement led by Daniel Weintraub, Esq., James R.
Selth, Esq., and Elaine V. Nguyen, Esq. Bette Hiramatsu of
Hiramatsu and Associates, Inc., is the Debtor's financial
consultant; and Tiedt & Hurd, serves as its special litigation
counsel.
RCR INTERNATIONAL: Chapter 15 Case Summary
------------------------------------------
Affiliated companies that filed voluntary petitions for relief
under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
RCR International Inc. 18-10112
1155 Rene-Levesque Blvd W, Suite 4100
Montreal, QC H3B 3V2
Canada
W.J. Dennis & Company 18-10113
1209 Orange Street
Wilmington, DE 19801
Type of Business: Headquartered in Montreal, Canada, RCR
International -- www.rcrint.com --
is a consumer-based manufacturer of more
than 3000 products including weatherstripping,
insulation components, floor protection products
and squeegees.
In 1996, WJ Dennis was purchased by RCR
International. WJ Dennis is a manufacturer of
complete lines of products for professionals and
do-it-yourselfers. WJ Dennis sells its products
through two-step distribution, mass merchants
and hardware coops. Its offices are maintained
in Elgin, Illinois. The company supplies its
products to major retailers in the United States
including Menards, Aubuchon Hardware, Mills
Fleet Farm, Farm King, Hardware Hank, Trust
Worthy Hardware Stores, ACE, Doit Best,
Marvin's, Sutherlands, Friedman's Home
Improvement, Jerry's Home Improvement Center,
Busy Beaver and North40 Outfitters.
http://www.wjdennis-rcr.com/
Foreign Proceeding
in Which Appointment
of the Foreign
Representative
Occurred: In the matter of the Companies'
Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended: RCR
International Inc. and W.J. Dennis
& Company; in the Quebec Superior
Court of Justice (Commercial Division)
in the Judicial District of Montreal,
Canada.
Chapter 15 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Chapter 15 Petitioner: Mario Petraglia
President and Chief Executive Officer
of RCR International Inc.
Chapter 15
Petitioner's Counsel: Derek C. Abbott, Esq.
Matthew B. Harvey, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899
Tel: (302) 658-9200
Fax: 302-658-3989
E-mail: dabbott@mnat.com
mharvey@mnat.com
- and -
Rebecca L. Kennedy, Esq.
Mitchell W. Grossell, Esq.
THORNTON GROUT FINNIGAN LLP
Suite 3200, Canadian Pacific Tower
100 Wellington St. West
Toronto (Ontario), Canada M5K 1K7
Tel: (416) 304-1616
Fax: (416) 304-1313
E-mail: rkennedy@tgf.ca
mgrossell@tgf.ca
Estimated Assets: Unknown
Estimated Debts: Unknown
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/deb18-10112.pdf
http://bankrupt.com/misc/deb18-10113.pdf
RDM CONCRETE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RDM Concrete & Masonry, LLC
55 Bay Breeze Drive
Toms River, NJ 08753
Type of Business: RDM Concrete & Masonry, LLC is a privately
held company in Toms River, New Jersey
that operates in the masonry, stone setting,
and other stone work industry.
Chapter 11 Petition Date: January 19, 2018
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Case No.: 18-11180
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: Eugene D. Roth, Esq.
LAW OFFICE OF EUGENE D. ROTH
Valley Pk. East
2520 Hwy 35, Suite 307
Manasquan, NJ 08736
Tel: (732) 292-9288
Fax: (732) 292-9303
E-mail: erothesq@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Ciullo, managing member.
A full-text copy of the petition, along with a list of the Debtor's
list of 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/njb18-11180.pdf
REBUILTCARS CORP: Allowed to Use Cash Collateral Until Feb. 7
-------------------------------------------------------------
The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Rebuiltcars Corporation to
use the cash collateral of 1st Global Capital, Capital Merchant
Services, First Home Bank and Swift Capital to the extent set forth
in the ninth interim order through and including February 7, 2018.
The approved monthly budget expenses in the aggregate sum of
approximately $35,501.
1st Global Capital, Capital Merchant Services, First Home Bank and
Swift Capital are each granted with replacement liens in the
Debtor's Business Assets, including but not limited to vehicle,
vehicle parts and inventory, certificates of title and all
purchases, products, additions, accessions and replacements of
those assets, as well as the proceeds received by the Debtor in
those assets. Such replacement liens will have the same validity,
perfection and enforceability as the respective prepetition liens
held by 1st Global Capital, Capital Merchant Services, First Home
Bank and Swift Capital.
The Debtor is required to maintain adequate property insurance on
the Debtor's Business Assets including but not limited to vehicle,
vehicle parts and inventory, certificates of title and all
purchases, products, additions, accessions and replacements of
those assets.
The Debtor is also required to make monthly adequate protection
payments as follows:
(a) 1st Global Capital -- $189.60
(b) Capital Merchant Services -- $137.02
(c) First Home Bank -- $1,705.31
(d) Swift Capital -- $264.81
A status hearing will take place on March 7, 2018 at 10:30 a.m.
A full-text copy of the Ninth Interim Order is available at
http://bankrupt.com/misc/ilnb17-11811-68.pdf
About Rebuiltcars Corp
Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-11811) on April 14, 2017. The petition was signed
by Mindaugas Kazakevicius, president. The Debtor estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The case is assigned to Judge Timothy A. Barnes. The Debtor is
represented by Paul M. Bach, Esq., at the Bach Law Offices.
REBUILTCARS CORP: Okayed to Use AFC Cash Collateral Until March 7
-----------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Rebuiltcars Corporation to
use cash collateral, in which Automobile Financing Corporation
("AFC") asserts an interest, in accordance with the ninth interim
order.
The Court has been advised that the Debtor and AFC have agreed to
interim terms resolving AFC's objection to the Debtor's use of cash
collateral.
The Court will convene on March 7, 2018 at 10:30 a.m., to consider
the Debtor's further use of cash collateral.
The Debtor may use cash collateral solely for its postpetition
necessary and reasonable operating expenses. The approved cash
collateral budget provides total monthly expenses of $35,501.
As adequate protection, the Debtor will provide AFC with adequate
protection as follows:
(a) The Debtor may sell AFC Secured Vehicle for an amount
sufficient to pay AFC the full amount owing on that vehicle as of
the date of sale as indicated in the records of AFC ("Payoff
Amount"). Absent written permission from AFC, the Debtor may not
sell such vehicle for less than the Payoff Amount, and the Debtor
may not dispose of any AFC Secured Vehicle through trade;
(b) Upon the sale of an AFC Secured Vehicle, the Payoff Amount
will be deposited into a separate deposit account maintained at a
financial institution on the debtor-in-possession institutions
approved by the U.S. Trustee. No funds in the AFC Escrow Account
may be used by the Debtor for any purpose until further Order of
the Court;
(c) Upon the sale of an AFC Secured Vehicle, the Debtor will
provide written documentation to AFC that, in AFC's discretion,
verifies the final sale of such vehicle, and after such
verification AFC will provide the Debtor with the title to the
vehicles, otherwise, AFC will retain all vehicle titles;
(d) Other than for routine maintenance and test-drives during
normal business hours, the Debtor will not allow any AFC Secured
Vehicle to leave its premises until receipt of title from AFC;
(e) AFC will be granted replacement liens in all property and
assets of any kind and nature in which the Debtor has an interest,
whether real or personal, including proceeds, products, rents and
profits thereof, with the same priority, validity and extent as
AFC's prepetition liens;
(f) The Debtor will provide AFC with a written report
regarding: (i) each AFC Secured Vehicle sold or otherwise disposed
of during the previous week, including the date of such sale, an
identification and the sale price of such vehicle, (ii) each AFC
Secured Vehicle still owned by the Debtor as well as the location
and condition of such vehicle, and (iii) the balance in the AFC
Escrow Account, including a listing of all deposits and
withdrawals;
(g) The Debtor will, at all times, keep the AFC Secured
Vehicles insured under the same terms and conditions as set forth
in the respective AFC Note. AFC may inspect its collateral and all
documents related thereto, including the premises of the Debtor.
The Debtor will maintain all documents related to AFC's collateral,
including all sale documents, at its principal place of business;
(h) The Debtor will remain current in the payment of all
post-petition tax liabilities, including but not limited to
accruing ad valorem property taxes, sales and use taxes, payroll
taxes, and income taxes; and
(i) The Debtor will tender the sum of $202.07 to AFC each
month until further order of the Court.
A full-text copy of the Ninth Interim Order is available at:
http://bankrupt.com/misc/ilnb17-11811-69.pdf
About Rebuiltcars Corp
Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-11811) on April 14, 2017. The petition was signed
by Mindaugas Kazakevicius, president. The Debtor estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The case is assigned to Judge Timothy A. Barnes. The Debtor is
represented by Paul M. Bach, Esq., at the Bach Law Offices.
RGL RESERVOIR: S&P Lowers CCR to 'SD' on Distressed Exchange
------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Calgary, Alta.-based RGL Reservoir Management Inc. to
'SD' (selective default) from 'CCC-'.
At the same time, S&P lowered its issue-level ratings on the
company's first-lien term loan (the facility includes a US$45
million revolver) to 'D' (default) from 'CC'. The '5' recovery
rating on the first-lien secured debt is unchanged.
The downgrade follows RGL's recapitalization of its balance sheet
that reduced long-term debt by more than 80%. As part of the
transaction, the first-lien revolver (US$45 million) and first-lien
term loan (US$301 million) debtholders received less than what was
promised on the original debt terms. As such, S&P views the
transaction as a distressed exchange.
S&P said, "We expect to review the corporate credit rating in the
next few days. Our analysis will incorporate the company's new
capital structure and liquidity position, and our forecast
operating and financial expectations."
ROLLING HILLS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Jan. 17, 2018, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Rolling Hills Farm
Investments, LLC.
About Rolling Hills Farm Investments
Rolling Hills Farm Investments, LLC, is a privately-held gambling
company headquartered in Woonsocket, with its principal assets
located at 623-629 Main Street Deadwood, South Dakota. Rolling
Hills sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. S.D. Case No. 17-50240) on Nov. 1, 2017. Brian E.
Holcomb, president, signed the petition. At the time of the
filing, the Debtor estimated assets and liabilities of $1 million
to $10 million. Judge Charles L. Nail, Jr. presides over the case.
Anker Law Group, P.C., is the Debtor's bankruptcy counsel.
SALVADOR CORDERO: $3.2M Sale of Kihei Property Denied w/o Prejudice
-------------------------------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the District
of Hawaii denied without prejudice Salvador Cacho Cordero's sale of
the real properties: (i) a property located at 1764B South Kihei
Rd. Kihei, Hawaii, for $1,700,000; and (ii) another property
located at 1794 South Kihei Rd. Kihei, Hawaii for $1,500,000 to
Shalom Amar Revocable Trust 2000.
A final hearing on the Motion was held on Jan. 3, 2018 at 10:30
a.m.
The Debtor (i) did not provide any indication that he had attempted
to market the Properties; (ii) did not provide any assurance that
the proposed Buyer was not an insider and that the sales
negotiations were conducted at "arms-length; (iii) provided no
information as to how he arrived at the proposed sales prices.
The Court said questions remain as to how the Debtor proposed to
use the proceeds from the sale of the Properties to pay his
outstanding debt to secured creditor First Hawaiian Bank.
The 1794 Kihei property is 50% owned by the Debtor's wife, Ann Lou
Cordero, as trustee of the Ann Lou S. Cordero Trust, an unrecorded
Revocable Living Trust dated March 28, 1992, and, as such, remains
subject to the state foreclosure action.
Salvador Cacho Cordero sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 17-01071) on Oct. 15, 2017. The Debtor tapped
Ramon J. Ferrer, Esq., at Law Office of Ramon J. Ferrer, as
counsel.
SENIOR CARE GROUP: M. Peebles Appointed as PCO in 4 Cases
---------------------------------------------------------
In a notice, Daniel M. McDermott, United States Trustee for Region
21, appoints Mary L. Peebles as the Patient Care Ombudsman in the
following cases: SCG Madill Brookside, LLC; SCG Durant Four
Seasons, LLC; SCG Lake Country, LLC; and SCG Oak Ridge, LLC.
Section 333 of the Bankruptcy Code provides that the PCO must:
(1) Monitor the quality of patient care provided to patients of
the debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;
(2) Not later than 60 days after the date of this appointment,
and not less frequently than at 60-day intervals thereafter, report
to the court after notice to the parties in interest, at a hearing
or in writing, regarding the quality of patient care provided to
patients of the debtors;
(3) If the PCO determines that the quality of patient care
provided to patients of the debtors is declining significantly or
is otherwise being materially compromised, file with the court a
motion or a written report, with notice to the parties in interest
immediately upon making such determination;
(4) Must maintain any information obtained by such ombudsman
under Section 333 of the Bankruptcy Code that relates to patients
(including information relating to patient records) as confidential
information. The PCO may not review confidential patient records
unless the court approves such review in advance and imposes
restrictions on such ombudsman to protect the confidentiality of
such records, or under the faculties allowed pursuant to state law
as an oversight agency, limited to any confidentiality requirements
as imposed therein.
The PCO is also responsible for complying with the requirements of
Bankruptcy Rule 2015.1(a). The Debtors mustl assist the PCO in
complying with Bankruptcy Rule 2015.1(a) by providing the PCO with
the names and addresses of their patients and residents or the
personal representatives for patients and residents.
About Senior Care Group
Senior Care Group, Inc., is a non-profit corporation which, through
its wholly-owned subsidiaries, provides residents and patients with
nursing and long-term health care services.
Senior Care Group and its six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No.
17-06562) on July 27, 2017. David R. Vaughan, its chairman of the
Board, signed the petitions.
At the time of the filing, Senior Care Group estimated assets and
liabilities of $1 million to $10 million.
Judge Catherine Peek Mcewen presides over the cases.
Stichter Riedel Blain & Postler, P.A., is the Debtors' bankruptcy
counsel. The Debtors hired Akerman LLP as their special healthcare
counsel.
The U.S. Trustee for Region 21 appointed Mary L. Peebles as the
patient care ombudsman for Key West Health and Rehabilitation
Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG
Laurellwood, LLC.
On Aug. 18, 2017, the U.S. trustee appointed an official committee
of unsecured creditors. The committee hired Stevens & Lee, P.C.,
as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin,
Frye, O'Neill & Mullis, P.A., as co-counsel. On Aug. 17, 2017, the
Debtors retained Holliday Fenoglio Fowler, LP, as broker.
SEVEN STARS: Appoints Kang Zhao as Independent Director
-------------------------------------------------------
The Board of Directors of Seven Stars Cloud Group, Inc., has
appointed Mr. Kang Zhao to serve as an independent director of the
Board. Pursuant to the Securities Purchase Agreement dated Oct.
23, 2017, Hong Kong Guo Yuan Group Capital Holdings Limited, the
purchaser of the securities, became entitled to designate one
individual to join the Board. Guo Yuan has decided to replace its
initial designee, Xin Wang, with Mr. Kang Zhao.
There are no family relationships between Mr. Zhao and any of the
Company's officers and directors and there are no other
transactions to which the Company or any of its subsidiaries is a
party in which Mr. Zhao has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
About Seven Stars
Seven Stars Cloud Group, Inc., formerly Wecast Network, Inc., is an
Intelligent Industrial Internet (3I) platform, creating an
artificial intelligent & fintech-powered, supply chain solution for
commercial enterprises. By utilizing cutting-edge and
all-encompassing fintech-powered technologies plus resources such
as Artificial Intelligence, Blockchain, Cloud Computing & Data
("ABCD"), Seven Stars Cloud provides efficient, secure and
margin-expanding digital supply chain solutions and asset-backed
securitization for global industrial energy, commodity,
exhibition/trade show & Intellectual Property, clients & markets.
The company is headquartered in Tongzhou District, Beijing, China.
Visit http://www.sevenstarscloud.comfor more information.
KPMG Huazhen LLP, in Beijing, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company incurred recurring
losses from operations, has net current liabilities and an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
Webcast reported a net loss of $27.43 million in 2016 following a
net loss of $8.54 million in 2015. As of Sept. 30, 2017, Seven
Stars had $71.55 million in total assets, $47.76 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $22.53 million in total equity.
SNAP INTERACTIVE: Bares Blockchain Strategy at Investors Conference
-------------------------------------------------------------------
The management of Snap Interactive, Inc., distributed a slide
presentation at the Blockchain Investors Evening that the Company
co-hosted on Jan. 17, 2018.
SNAP Interactive is building a decentralized, blockchain-based
content delivery network for real-time multimedia, intending to
power the next generation of social, messaging and live streaming
applications, both third party and SNAP-owned. The company said
the core benefits of decentralization include scalability, lower
cost, network security/anti-censorship, and end-user privacy.
A copy of the Presentation is available for free at:
https://is.gd/hatKuF
About Snap Interactive
New York-based Snap Interactive, Inc. --
http://www.snap-interactive.com/-- is a provider of live video
social networking and interactive dating applications. SNAP has a
diverse product portfolio consisting of nine products, including
Paltalk and Camfrog, which together host one of the world's largest
collections of video-based communities, and FirstMet, a prominent
interactive dating brand serving users 35 and older. The Company
has a long history of technology innovation and holds 26 patents
related to video conferencing and online gaming.
On Oct. 7, 2016, Snap Interactive and its wholly owned subsidiary,
Snap Mobile Limited completed a business combination with
privately-held A.V.M. Software, Inc. and its wholly owned
subsidiaries, Paltalk Software Inc., Paltalk Holdings, Inc., Tiny
Acquisition Inc., Camshare, Inc. and Fire Talk LLC in accordance
with the terms of an Agreement and Plan of Merger, by and among
SNAP, SAVM Acquisition Corporation, SNAP's former wholly owned
subsidiary, AVM and Jason Katz, pursuant to which AVM merged with
and into SAVM Acquisition Corporation, with AVM surviving as a
wholly owned subsidiary of SNAP.
Snap Interactive reported a net loss of $1.45 million for the year
ended Dec. 31, 2016, a net loss of $265,926 for the year ended Dec.
31, 2015, and a net loss of $1.65 million for the year ended Dec.
31, 2014. As of Sept. 30, 2017, Snap Interactive had $22.64
million in total assets, $5.27 million in total liabilities and
$17.36 million in total stockholders' equity.
SOUTHWORTH CO: Proposes an Auction Sale of Washington Assets
------------------------------------------------------------
Southworth Co. filed with the U.S. Bankruptcy Court for the
District of Massachusetts a notice of its proposed sale of all
inventory, equipment and other personal property located at
Northwest Corporate Park, Building B, 60l3 - 6th Avenue, South,
Seattle, Washington, at auction.
A hearing on the Motion is set for Jan. 18, 2018 at 1:00 p.m. The
objection deadline is Jan. 18, 2018 at 9:00 a.m.
The sale will be conducted by Aaron Posnik & Co., Inc. at location
of the Washington Assets. The website address of the Auctioneer is
www.posnik.com. The Washington Assets will be sold free and clear
of all liens, claims and encumbrances. Any perfected, enforceable
valid liens will attach to the proceeds of the sale according to
priorities established under applicable law.
The proposed sale procedures are more particularly described in the
Debtor's Motion for Order Authorizing and Approving Public Sale of
Property of the Estate, a copy of which is available at no charge
upon request from the Debtor's counsel or on the Web site of the
Court, http://www.mab.uscourts.gov/
If no objection to the Motion to Approve Sale is timely filed, the
Court, in its discretion, may cancel the scheduled hearing and
approve the sale without a hearing.
About Southworth Company
Southworth Company is a privately owned Massachusetts Corporation
organized in 1839 and headquartered in Agawam, Massachusetts. In
2006, Southworth acquired the Esleeck Paper Company in Turners
Falls where it operates as Turners Falls Paper Company. The
Madison Park Group, a greeting card and gift company based in
Seattle, Washington, was acquired in 2012 and operates as a
division of Southworth.
Southworth has recently employed approximately 100 employees and
has been engaged in the manufacture of specialty papers for baking
and health care applications, envelopes and office paper, as well
as greeting cards and gifts.
Southworth Company filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 17-30817) on Sept. 27, 2017. The petition was signed by
John S. Leness, its president. At the time of filing, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.
Judge Elizabeth D. Katz presides over the case.
Joseph B. Collins, Esq., at Hendel & Collins P.C., in Springfield,
Massachusetts, serves as counsel to the Debtor. The Debtor hired
Doherty, Wallace, Pillsbury & Murphy P.C. as its special counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee hired Shatz, Schwartz and
Fentin, P.C., as its bankruptcy counsel.
SPORTS ZONE: Court Signs Second Interim Cash Collateral Order
-------------------------------------------------------------
Judge Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland has entered a second interim order authorizing
The Sports Zone, Inc., to use cash collateral only in the amounts
and for the expenses and disbursements set forth in the Budget.
A final hearing on the Debtor's use of cash collateral will be held
on Jan. 30, 2018, at 10:00 a.m.
The Debtor is authorized to use cash collateral until the earlier
of: (i) Feb. 2, 2018; (ii) the entry of an Order, on a final basis
approving the Debtor's use of cash collateral; (iii) five business
days after notice by Nike USA to the Debtor of any Termination
Event, (iv) the date of the dismissal of the Debtor's bankruptcy
case or the conversion of the Debtor's bankruptcy case to a case
under Chapter 7 of the Code, (v) the date of appointment of a
trustee in the Debtor's bankruptcy case, and (vi) the date a sale
of the Debtor's assets is approved by this Court.
Each of these events constitute a termination event: (i) any
material failure of the Debtor to comply with this Order; (ii) the
failure by the Debtor to maintain property, casualty and liability
insurance; (iii) the occurrence of the effective date or
consummation date of a plan of reorganization for the Debtor; or
(iv) the entry by the Court or any other court of an order
reversing, staying, or vacating this Order or amending,
supplementing, or otherwise modifying in any material manner the
protections granted to the Debtor in this Order.
As of the Petition Date, the Debtor was indebted and liable to Nike
USA, Inc. pursuant to the Security Agreement and Secured Promissory
Note in the stated principal amount of $3.7 million. The First Note
and Agreement were amended, which increased the stated principal
amount of the First Note and Agreement to $3,900,965.
Nike USA asserts that the prepetition obligations are secured by
valid, perfected, first-priority enforceable liens and security
interests granted by the Debtor against and in the Debtor's
property existing as of the Petition Date and as described in the
Prepetition Documents including all proceeds and products of each
of the foregoing.
Nike USA will be entitled to postpetition liens in substantially
all of the Debtor's assets as of the Petition Date, and proceeds
thereof, to secure payment of the entirety of the Prepetition
Obligations. The Post-Petition Liens will have the same extent and
validity as Nike's liens arising from the Pre-Petition Obligations.
Nike USA consents to the use of its collateral to satisfy the
obligations set forth in the Budget, subject to the terms and
conditions of the Order. To the extent that the Debtor avoids the
prepetition lien of Nike USA pursuant to the adversary proceeding
number 17-00496-TJC pending before the Court and styled as The
Sports Zone, Inc. v. Nike USA, Inc., or otherwise, the
Post-Petition Liens will also be deemed void.
To secure the prepetition obligations of the Debtor, Nike USA is
granted a perfected replacement lien, security interest and claim
against all of the Debtor's assets. The replacement liens will
have the same extent and validity as the prepetition liens and will
be subordinate only the carve-out. The replacement liens will be
prior and senior to any other security interest, interest,
encumbrance, right or lien in the replacement collateral, subject
only to: (i) any valid and perfected prepetition liens and security
interests of Nike USA in such replacement collateral existing as of
the Petition Date, (ii) the payment of the Carve Out.
A full-text copy of the Second Interim is available at:
http://bankrupt.com/misc/mdb17-26758-85.pdf
About The Sports Zone
Based in Beltsville, Maryland, Sports Zone --
https://sportszoneelite.com – operates retail stores offering
brands like Adidas, New Balance, and The North Face. Since 1985,
the Debtors have operated sneaker and sporting apparel stores at
shopping malls in Maryland, Virginia, and the District of Columbia.
As recently as September 2017, the Debtors operated 28 stores. In
September 2017, the Debtors closed 17 of its stores, leaving 11
stores open. The Debtors intend to close one more store in January
2018. Each of the Debtors is 100% owned by The Sports Zone, Inc.
Nine subsidiaries of The Sports Zone, Inc. (Bankr. D. Md. Case No.
17-26758) that filed voluntary petitions for bankruptcy relief and
protection under Chapter 11 of the Bankruptcy Code on Dec. 21,
2017. The petitions were signed by Michael Dahan, CEO of The
Sports Zone,
At the time of filing, the Debtor estimated both assets and
liabilities of less than $50,000 each.
Justin P. Fasano, Esq., Janet M. Nesse, Esq. and Craig M. Palik,
Esq., at McNamee Hosea.
Debtor The Zone 220, LLC listed Fairfax Company of Virginia LLC as
its sole unsecured creditor holding a claim of $11,279.
SRQ TAXI MANAGEMENT: Seeks March 19 Exclusive Plan Filing Extension
-------------------------------------------------------------------
SRQ Taxi Management, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida for an extension of the Jan. 16, 2018
deadline, by which the Debtor must file its chapter 11 plan and
disclosure statement, through and including March 19, 2018, and the
deadline within which only the Debtor may solicit votes in favor of
a plan of reorganization, through and including the conclusion of a
confirmation hearing.
The Scheduling Order set the deadline for the Debtor to file its
plan and disclosure statement at Jan. 16, 2018.
The Debtor mentions that it has a case pending in the United States
District Court for the Middle District of Florida, styled SRQ Taxi
Management, LLC v. Sarasota Manatee Airport Authority, Case No.
8:17-cv-00530-CEH-AAS. The Debtor filed a Motion, seeking to have
the District Court Case referred to the Bankruptcy Court for
disposition, which was granted by the District Court on November
30, 2017.
The Debtor asserts that although the docket reflects that the
District Court Case has been transmitted to the Bankruptcy Court,
however, as of Jan. 15, 2018, the case has not been opened or
received.
Moreover, the Debtor claims that there were significant claims
filed against the Debtor that the Debtor disputes, and will require
disposition of the claims prior to finalizing a plan of
reorganization. The Debtor asserts that resolution of these various
disputed claims totaling $1,250,000, will ensure that the plan
submitted by the Debtor is feasible and the Court is more likely to
confirm a plan submitted after the disputed claims have been either
allowed or disallowed.
The Debtor submits that it has not previously sought or obtained an
extension of the Exclusive Plan Filing Deadline.
About SRQ Taxi Management
SRQ Taxi Management, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 17-07782) on Aug. 31, 2017. Cullan F.
Meathe, manager, signed the petition. At the time of filing, the
Debtor estimated $0 to $50,000 in assets and $100,000 to $500,000
in estimated liabilities. The Debtor is represented by David
S.Jennis, Esq., at Jennis Law Firm.
STUDIO TWENTYEIGHT: Plan Confirmation Hearing Set for Feb. 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
consider approval of the Chapter 11 plan for Studio Twentyeight,
Inc., at a hearing on Feb. 22, 2018.
The hearing will be held at 2:30 p.m., at the Sam M. Gibbons United
States Courthouse, Courtroom 9B.
The Court will also consider at the hearing objections to the
disclosure statement, which it conditionally approved on Dec. 28.
The order required creditors to file their objections to the
disclosure statement no later than seven days prior to the hearing.
If no objections are filed, the conditional approval of the
disclosure statement will become final.
About Studio Twentyeight
Studio Twentyeight, Inc., provides training in music, the arts and
dance to more than 700 existing clients, and sells musical
instruments, equipment and apparel to its customers at its
business, which operates at The Shops at Wiregrass, Wesley Chapel,
Florida.
Studio Twentyeight filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 17-06911) on Aug. 4, 2017. Steven Morgan, the Company's
president, signed the petition. At the time of the filing, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $1 million.
Judge K. Rodney May presides over the case.
Stichter, Riedel, Blain & Postler, P.A. serves as bankruptcy
counsel to the Debtor.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
SWORDFISH MERGER: Moody's Assigns B3 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to Swordfish
Merger Sub, LLC. Concurrently, Moody's assigned B2 ratings to the
proposed $50 million senior secured first-lien revolver and $410
million senior secured first-lien term loan, and a Caa2 rating to
the proposed $190 million senior secured second-lien term loan. The
rating outlook is stable.
Swordfish Merger Sub, LLC is a new legal entity that has been
established as part of the transaction whereby affiliates of Oak
Hill Capital are purchasing the company. Following consummation of
the buyout, Swordfish Merger Sub, LLC will merge with Safe Fleet
Holdings LLC, with the latter being the surviving entity. Safe
Fleet Holdings LLC is the holding company for the operating
subsidiaries of the business. For purposes of this credit
discussion, Moody's will refer to Swordfish Merger Sub, LLC and
Safe Fleet Holdings LLC collectively as "Safe Fleet." The
transaction is expected to close at the end of January 2018.
Pro-forma for the proposed transaction and recent acquisitions, the
company's debt-to-EBITDA and EBITA-to-interest for the twelve
months ended September 30, 2017 approximated 7.3 times and 1.9
times, respectively (all ratios are Moody's adjusted unless
otherwise stated). Moody's expects leverage to improve to the 6.5
to 7.0 times range over the next 12-18 months.
"Safe Fleet's highly levered capital structure weighs heavily on
the B3 corporate family rating," said Andrew MacDonald, Moody's
lead analyst for the company. "However, steady demand for the
company's products at solid margins will ultimately result in good
cash flows and earnings growth, which in turn will drive
de-leveraging absent future debt-funded acquisitions and
shareholder dividends," added MacDonald.
Moody's assigned the following ratings to Swordfish Merger Sub,
LLC:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$50 million senior secured first-lien revolving credit facility
due 2023 at B2 (LGD3)
$410 million senior secured first-lien term loan due 2025 at B2
(LGD3)
$190 million senior secured second-lien term loan due 2026 at Caa2
(LGD5)
Outlook at Stable
RATINGS RATIONALE
Safe Fleet's B3 CFR reflects the company's high leverage, small
scale, profitable position in niche end markets, and acquisitive
growth strategy partially funded with debt. The company's revenue
base, pro forma for three recent acquisitions, is relatively small
at approximately $366 million but benefits from relatively good
cash flow given solid EBITA margins and low capital expenditure
requirements. Safe Fleet operates in niche markets and maintains
competitive positions for its key products. Within its niches, Safe
Fleet offers its customers a broad set of customizable products for
fleet vehicles in both aftermarket and OEM channels. Following the
company's formation in September 2013, the business has
successfully completed ten tuck-in acquisitions representing
roughly two-thirds of the company's revenue growth since. Moody's
expects that the company's acquisitive growth strategy will
continue, which results in ongoing integration risk and the
potential for increased leverage. However, the rating contemplates
that the company will manage its liquidity prudently to support
financial flexibility.
The stable rating outlook reflects Moody's expectation that good
liquidity will be maintained, and the company's top-line growth --
achieved both organically and via tuck-in acquisitions -- will
result in EBITDA growth and solid free cash flow generation that
enables a deleveraging of the balance sheet to more conservative
levels from what Moody's considers to be an elevated profile for
the current assigned B3 rating category.
Moody's anticipates that Safe Fleet will maintain a good liquidity
profile over the next 12 to 18 months, supported by modest cash
balances but mainly free cash flows and revolver availability. The
company is expected to generate positive free cash flow of about
$30 million in 2018 (about 4%-5% of debt balances). Free cash flow
will be sufficient to cover annual mandatory debt amortization of
$4.1 million in 2018, and a $50 million revolving credit facility
due 2023 should be sufficient to support any unexpected capital
swings and/or small tuck-in acquisitions.
Factors that could result in a downgrade include debt-to-EBITDA
sustained above 7.5 times, significant customer losses,
debt-financed dividends, or a deterioration in liquidity.
Alternatively, factors that could warrant consideration of an
upgrade include financial policies supportive of debt-to-EBITDA
sustained below 6.0 times, continued diversification of end markets
and customers, or increased size and scale as measured by revenue
and profits while good liquidity is maintained.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Safe Fleet, headquartered in Belton, Missouri, is a manufacturer of
safety and productivity products for fleet vehicles serving
primarily the emergency vehicle, school and transit buses, and
truck and trailer end markets. Among Safe Fleet's products are
cameras and surveillance systems, ladder racks, ramps and
platforms, nozzles and valves, and stop signs and crossing arms for
school buses. Following the proposed transaction, the company will
be majority-owned by affiliates of Oak Hill Capital Partners.
Revenue for the twelve months ended September 30, 2017 excluding
recent acquisitions was nearly $322 million.
TACALA LLC: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable
----------------------------------------------------------------
Taco Bell franchisee Tacala LLC plans to issue new debt to
refinance its existing debt and pay a special dividend to
shareholders.
S&P Global Ratings assigned its 'B-' corporate credit rating on
Alabama-based Taco Bell franchisee Tacala LLC. The outlook is
stable.
S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to Tacala's proposed first-lien
debt, consisting of a $30 million cash flow revolver facility due
2023 and a $335 million term loan facility due 2025. The '3'
recovery rating indicates our expectation for meaningful (50%-70%,
rounded estimate: 60%) recovery in the event of a payment default.
Additionally, we assigned our 'CCC' issue-level rating and '6'
recovery rating to Tacala's proposed $115 million second-lien term
loan. The '6' recovery rating indicates our expectation for
negligible (0%-10%, rounded estimate: 0%) recovery in the event of
a payment default."
The ratings on Tacala reflect its position as a relatively small
player in the intensely competitive quick-service restaurant (QSR)
segment, single brand exposure and geographic concentration in the
South and Southeast, exposure to fluctuations in commodity prices,
and an aggressive financial policy. These factors are partly offset
by the company's participation in the attractive and expanding
Mexican-QSR sub-segment, its value-focused menu with less cyclical
demand, and consistent track record of positive same-store sales
and good profitability.
S&P said, "The stable outlook reflects our expectation for
relatively stable credit metrics over the next 12 months, with
adjusted debt to EBITDA approaching the low-7.0x area on modest
EBITDA base expansion through low-single-digit same-store sales
growth and net unit growth, positive free operating cash flow, and
adequate sources of liquidity.
"We could lower the rating if operating performance is meaningfully
below our expectations, driven by declining same-store sales or
margin contraction because of elevated commodity prices or labor
costs. Under this scenario, liquidity would become constrained,
ultimately pressuring the company's ability to service its debt
obligations and leading us to believe the company's capital
structure is unsustainable.
"We could raise the rating if the company broadens its operation
scale and grows profitability meaningfully through continued
successful new store development, while improving adjusted leverage
to below 6.0x on a sustained basis. Under this scenario, we would
have to believe the company is unlikely to relever above 6.0x
supported by a less aggressive financial policy."
USIC HOLDINGS: Moody's Affirms 'B3' CFR Amid Buyout Closing
-----------------------------------------------------------
Moody's Investors Service affirmed USIC Holdings, Inc.'s B3
Corporate Family Rating (CFR) and B3-PD Probability of Default
Rating (PDR) upon closing of the company's buyout by the Partners
Group. In the same rating action, Moody's affirmed the B2 rating on
USIC's first lien senior secured credit facilities, consisting of a
$85 million revolver due 2021 and a $670 million outstanding term
loan due 2023 and the Caa2 rating on its $165 million second lien
senior secured term loan due 2024, and assigned a Caa2 rating to
the company's $125 million second lien add-on due 2024. The ratings
outlook is stable.
The purchase of USIC by the equity sponsor Partners Group was
completed on November 29, 2017. The new sponsor entered into
agreement to purchase the company from Leonard Green & Partners
L.P. on August 24, 2017. The acquisition was funded with a
substantive equity contribution and a $125 million incremental
second lien term loan due 2024, while the existing debt was
assumed. The change in control event did not trigger a need to
refinance the company's debt instruments given that the capital
structure that was put in place in December 2016 had a portability
feature.
Pro forma for the transaction, USIC's debt to EBITDA (inclusive of
Moody's adjustments) increased to approximately 6.6x from 5.9x at
September 30, 2017, while EBITDA less capex to interest coverage
declined to 1.5x from 1.7x. Despite the increase in leverage, the
ratings were affirmed reflective of USIC's pro forma credit metrics
remaining consistent with the B3 rating category given the
company's operating scope and industry fundamentals. The rating
incorporates Moody's view that the company will continue to employ
its acquisitive growth strategy, which may include debt funding.
The rating is supported by USIC's ability to de-lever through
earnings growth, its good liquidity profile, including solid,
albeit seasonal, free cash flow generation. Additionally,
supportive rating factors include favorable industry fundamentals
and supportive regulatory environment in the locating market, as
well as Moody's expectations that the company's revenues will grow
in the mid-single digit range over the next 12 to 18 months, driven
by healthy end-market demand, and margin stability will be
sustained through price increases, allowing the company to
de-lever.
The B2 rating for the first lien term loan and revolving credit
facility (one notch above the CFR) reflects its secured interest in
substantially all tangible and intangible assets of the company and
guarantors in the application of Moody's Loss Given Default
methodology. The first lien instrument ratings also benefit from a
material portion of second lien debt that holds a subordinate lien
on the collateral. The Caa2 rating on second lien term loan (two
notches below the CFR) reflects its second priority interest in the
same assets that secure the first lien bank debt.
The following rating actions were taken:
Issuer: USIC Holdings, Inc.:
Corporate Family Rating, affirmed at B3;
Probability of Default Rating, affirmed at B3-PD;
$85 million first lien senior secured revolver due 2021, affirmed
at B2 (LGD3);
$670 million outstanding first lien senior secured term loan due
2023, affirmed at B2 (LGD3);
$165 million second lien senior secured term loan due 2024,
affirmed Caa2 (LGD5);
$125 million second lien senior secured term loan add-on due 2024,
assigned Caa2 (LGD5);
Stable rating outlook.
RATINGS RATIONALE
USIC's B3 Corporate Family Rating reflects the company's: (1) high
debt leverage, (2) long-term risks associated with potential
shareholder-friendly activities given the private equity ownership,
(3) risks related to acquisitive growth strategy, including debt
financing, (4) high customer concentration and narrow service
offering, and (5) exposure to aggressive bidding from competitors,
expenses related to incident damages, weather-related disruptions,
and fuel price volatility. The rating is supported by (1) USIC's
leading position in the North American locating market, (2) its
established and contractual relationships with blue-chip utility
customers, (3) the legal requirement to locate and mark utility
infrastructure prior to initiation of any underground excavation
and favorable trends of outsourcing of locating services, (4) solid
free cash flow generation and the ability to de-lever through
earnings growth, and (5) good execution ability as evidenced by
successful integration of acquisitions.
The stable rating outlook reflects Moody's expectation that over
the next 12 to 18 months USIC will continue to demonstrate
mid-single digit organic revenue growth driven by healthy end
market demand, generate solid free cash flow and sustain margin
stability through price increases and density.
USIC has good liquidity, supported by the availability under its
$85 million revolving credit facility expiring in 2021, Moody's
expectation of positive free cash flow generation, extended debt
maturity profile, and flexibility under its springing first lien
net leverage covenant.
Upward rating action could be considered should USIC's earnings
growth and consistent positive free cash flow generation allow it
to reduce adjusted debt to EBITDA below 5.5x and increase EBITDA
less capex to interest above 2.0x on a sustained basis, while the
company maintains stable operating margins.
Downward rating pressure could develop if USIC's liquidity
deteriorates or earnings decline such that adjusted debt to EBITDA
is sustained above 7.5x or EBITDA less capex to interest is
sustained below 1.0x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Indianapolis, Indiana, USIC Holdings, Inc. is a
leading provider of outsourced infrastructure locating and marking
services to telephone, electric, natural gas, cable, fiber optic
and water utilities in the United States. The company operates in
39 states in the U.S. and one province in Canada. On November 29,
2017, private equity fund Partners Group acquired USIC from its
previous owners Leonard Green & Partners, L.P. In 2016, USIC
performed about 71 million locates, and in the LTM period ended
September 30, 2017 it generated approximately $830 million in
revenues.
VIDANGEL INC: Declaratory Relief Action Delays Plan Filing
----------------------------------------------------------
VidAngel, Inc., asks the U.S. Bankruptcy Court for the District of
Utah to extend the exclusive periods within which to file and
solicit acceptances of a chapter 11 bankruptcy plan for 120 days,
through June 15, 2018 and August 14, 2018, respectively, without
prejudice to Debtor's right to seek further extensions of its
exclusivity periods.
Under Section 1121 of the Bankruptcy Code, the Debtor has the
exclusive right to file and to solicit acceptances for a plan
through and including February 15, 2018 and April 16, 2018,
respectively, absent the requested extension.
The Debtor is seeking declaratory relief that its Stream-Based
Service is legal in the United States District Court for the
District of Utah, Case No. 2:17-cv-00989-EJF. In light of the
pending litigation issues in the Declaratory Relief Action, the
Debtor seeks an order granting an initial extension of 120 days to
the original allocated time to file and solicit acceptances for a
plan.
About VidAngel Inc.
VidAngel is an entertainment platform empowering users to filter
language, nudity, violence, and other content from movies and TV
shows on modern streaming devices such as iOS, Android, and Roku.
The company's newly launched service empowers users to filter via
their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as
well as enjoy original content produced by VidAngel Studios. Its
signature original series, Dry Bar Comedy, now features the world's
largest collection of clean standup comedy, earning rave reviews
from fans nationwide.
VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition
(Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017. The petition
was signed by Neal Harmon, its chief executive officer. In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Kevin R. Anderson presides over the case.
J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as
bankruptcy counsel to the Debtor. The Debtor hired Durham Jones &
Pinegar and Baker Marquart LLP as its special counsel; and Tanner
LLC as its auditor and advisor. The Debtor also hired economic
consulting expert Analysis Group, Inc. The Debtor tapped Stris &
Maher LLP as special counsel in the Debtor's Appellate Case.
VIDEO DISPLAY: Incurs $1.20 Million Net Loss in Third Quarter
-------------------------------------------------------------
Video Display Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.20 million on $1.66 million of net sales for the three months
ended Nov. 30, 2017, compared to a net loss of $45,000 on $5.30
million of net sales for the three months ended Nov. 30, 2016.
For the nine months ended Nov. 30, 2017, the Company reported a net
loss of $1.69 million on $8.72 million of net sales compared to a
net loss of $815,000 on $12.64 million of net sales for the nine
months ended Nov. 30, 2016.
As of Nov. 30, 2017, Video Display had $9.14 million in total
assets, $3.31 million in total liabilities and $5.82 million in
total shareholders' equity.
The Company has sustained losses for each of the last three years
and has seen a decline in both its working capital and liquid
assets during this time. Losses over this time are due to a
combination of decreasing revenues across all divisions without a
commensurate reduction of expenses.
According to Video Display, "Management has implemented a plan to
improve the liquidity of the Company. The Company has been
fulfilling a plan to increase revenues at all the divisions, each
structured to the particular division which has resulted with an
increase in the current backlog to over $8 million. The Company
has reduced expenses at the divisions, as well as at the corporate
location with the expectation that further decreases can be
achieved. The completion of the merger of the two Florida
businesses into one facility and the relocation of Lexel Imaging
into a new facility have projected annual savings of approximately
$500 thousand per year. Management continues to explore options to
monetize certain long-term assets of the business. If additional
and more permanent capital is required to fund the operations of
the Company, no assurance can be given that the Company will be
able to obtain the capital on terms favorable to the Company, if at
all.
"The ability of the Company to continue as a going concern is
dependent upon the success of management's plans to improve
revenues, the operational effectiveness of continuing operations,
the procurement of suitable financing, or a combination of these.
The uncertainty regarding the potential success of management's
plan create substantial doubt about the ability of the Company to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Ma6OXs
About Video Display
Headquartered in Tucker, Georgia, Video Display Corporation is a
provider and manufacturer of video products, components, and
systems for visual display and presentation of electronic
information media in a variety of requirements and environments.
The Company designs, engineers, manufactures, markets, distributes
and installs technologically advanced display products and systems,
from basic components to turnkey systems, for government, military,
aerospace, medical, industrial, and commercial organizations. The
Company markets its products worldwide primarily from facilities
located in the United States.
Carr, Riggs & Ingram, LLC, in Atlanta, Georgia, issued a "going
concern" opinion in its report on the Company's consolidated
financial statements for the year ended Feb. 28, 2017, stating that
the Company has incurred recurring net losses and a decline in
working capital and liquid assets. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
VISTAGE INTERNATIONAL: S&P Assigns 'B' CCR, Outlook Stable
----------------------------------------------------------
U.S. peer advisory company Vistage Worldwide Inc. is planning a
debt recapitalization to fund its acquisition by Providence Equity
Partners LLC. Under Providence's ownership, Vistage International
Inc. will become Vistage Worldwide's new holding company.
S&P Global Ratings assigned its 'B' corporate credit rating to San
Diego, Calif.-based Vistage International Inc., the parent of
Vistage Worldwide Inc. The rating outlook is stable.
S&P said, "At the same time, we affirmed our 'B' corporate credit
rating on Vistage Worldwide Inc. The rating outlook remains
stable.
"We also assigned our 'B' issue-level and '3' recovery ratings to
Vistage International Inc proposed first-lien senior secured
credit facility, which consists of a $25 million revolving credit
facility due 2023 and a $260 million term loan due 2025. The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 60%) of principal in the event of a
payment default.
"Additionally, we assigned our 'CCC+' issue-level and '6' recovery
ratings to Vistage International Inc.'s proposed $100 million
second-lien credit facility due 2026. The '6' recovery rating
indicates our expectation for negligible recovery (0%-10%; rounded
estimate: 5%) of principal in the event of a payment default.
"The 'B' corporate credit rating on Vistage reflects our
expectation that the company will experience healthy revenue and
EBITDA growth by further penetrating both domestic and
international markets, while maintaining adequate liquidity and
FOCF to debt ratio above 5%.
"The stable outlook reflects our expectation that the company will
continue to experience revenue and EBITDA growth and that debt
leverage will decline steadily and FOCF will remain above 5%.
"We could lower the rating by one notch to 'B-' if FOCF declines
below 5% due to member attrition, increased competition,
operational challenges or additional debt. We could also lower the
rating if the company begins to face liquidity challenges.
"We are unlikely to raise the rating on Vistage over the next 12
months because of the company's aggressive financial policy. An
upgrade would likely entail the company developing other stable
sources of revenue, adopting a less aggressive financial policy,
and maintaining debt leverage below 5x."
VISUAL HEALTH: May Continue Using Cash Collateral Until Feb. 28
---------------------------------------------------------------
The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado authorized Visual Health Solutions, Inc., to
use cash collateral to Feb. 28, 2018, pursuant to the Budget.
In addition, the Debtor is authorized to pay the U.S. Trustee
quarterly fee. The use of cash collateral will automatically renew
for an additional month through March 31, 2018 unless on or before
Feb. 9, 2018 any secured creditor with a lien on cash collateral
files an objection with the Court and serves on the same date the
objection upon counsel for the Debtor.
CoBiz Bank, is granted replacement lien and security interest upon
the Debtor's postpetition assets with the same priority and
validity as CoBiz Bank's prepetition liens to the extent that the
Debtor's postpetition use of the proceeds of CoBiz Bank's
prepetition collateral result in a diminution of CoBiz Bank's
secured claim. To the extent that the adequate protection liens
prove to be insufficient, CoBiz Bank will be granted super priority
administrative expense claims under Section 507(b) of the
Bankruptcy Code.
The Debtor will pay CoBiz Bank the sum of $8,000 per month until
the earlier of March 31, 2018, confirmation of a Plan, liquidation
of the Debtor's assets or conversion of the case.
The Debtor is also required to provide CoBiz Bank (a) a budget
variance report, (b) accounts receivable aging reports for both
pre- and post-petition accounts receivable showing for each
individual account, the amount due as of the petition for
prepetition accounts, the date the account was opened for
post-petition accounts, and all payments made on each account and
the date payment was made, (c) a report showing all payments made
to third parties by Debtor or on behalf of Debtor for the prior
period, (d) a revenue statement for all sums received by Debtor
during the prior time period and the source of all sums received,
and (e) a current balance sheet for the Debtor.
The Debtor is authorized to extend the cash collateral use period
for an additional two month period commencing April 1, 2018. As
part of the Debtor's request for an extension, the Debtor will
provide a new budget for such additional monthly periods. The U.S.
Trustee and any parties that may have a security interest in cash
collateral will be entitled to timely object to any extension
requested by the Debtor.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/cob17-18643-130.pdf
About Visual Health Solutions
Headquartered in Fort Collins, Colorado, Visual Health Solutions,
Inc. -- http://www.visualhealthsolutions.com/-- creates multimedia
content, including medical animations, medical illustrations, and
interactive graphics for the healthcare industry. Visual Health
Solutions' multimedia medical library content includes 3D medical
animations, medical device animations, pharmaceutical MOA
animations, multimedia programs, medical illustrations, and
interactive anatomy models. Visual Health partners with hospitals
to create new patient education content and pharmaceutical
companies to assist with sales training and product launch or
development.
Visual Health Solutions filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017, estimating
its assets at between $100,000 and $500,000 and liabilities between
$1 million and $10 million. The petition was signed by Paul Baker,
its CEO.
Judge Elizabeth E. Brown presides over the case.
Aaron A Garber, Esq., at Buechler & Garber, LLC, serves as the
Debtor's bankruptcy counsel. Weinman & Associates, is the Debtor's
special investigation counsel.
VIVID SERVICE: Wants Access to Bizfi Funding Cash Collateral
------------------------------------------------------------
Vivid Service Group, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize its use of cash
collateral in which Merchant Cash and Capital, LLC dba Bizfi
Funding has an interest.
The Debtor intends to use cash collateral on an emergency basis in
order to operate its business in accordance with the proposed
budget through the date the Court holds a hearing on final approval
of the use of cash collateral.
Pre-petition, the Debtor entered into a Merchant Agreement with
Bizfi Funding, which provides that Bizfi Funding purchased $369,600
of the Debtor's future sales proceeds in exchange for an immediate
lump-sum payment of $280,000. The Merchant Agreement provides that
Bizfi Funding will initiate Automated Clearinghouse (ACH) payments
equal to 10% of all of the Debtor's deposits into its bank accounts
until Bizfi Funding receives the Purchase Price. At time this
resulted in ACH debits of approximately $7,400 weekly.
The Debtor recognizes that, in consideration of its use of the cash
collateral, Bizfi Funding is entitled to adequate protection of its
security interest in and lien on the cash collateral. Accordingly,
the Debtor proposes to provide Bizfi Funding following forms of
adequate protection until further order of the Court:
(a) Continuation of the lien and security interest held by
Bizfi Funding in the pre-petition collateral;
(b) Bizfi Funding will be granted a security interest in and
lien upon the Debtor's post-petition accounts receivable and
proceeds, to the same extent and priority as its prepetition lien
and interest in the pre-petition collateral; and
(c) The Debtor will make monthly interest payment to Bizfi
Funding in the amount of $952.60 based on a claim amount of
$254.026 and the prime rate of 4.5%.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/ganb18-50460-5.pdf
About Vivid Service Group
Incorporated in February 2017, Vivid Service Group, LLC, provides
home improvement services, including lawn maintenance, landscape
design, home remodeling, and handyman services in the Cumming and
McDonough, Georgia areas.
Vivid Service Group filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ga. Case No. 18-50460) on Jan. 10, 2018. The Debtor continues
to control and manage its affairs as a debtor-in-possession. No
official committee of unsecured creditors has been appointed.
The Debtor hired Paul Reece Marr, P.C., as its attorney.
VSTG INTERMEDIATE: Moody's Assigns B3 CFR Following LBO
-------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to VSTG
Intermediate Holdings II, Inc. Concurrently, Moody's assigned a B2
ratings to the proposed $25 million senior secured first-lien
revolver and $260 million senior secured first-lien term loan, and
a Caa2 rating to the proposed $100 million senior secured
second-lien term loan. All ratings for the pre-LBO entity will be
withdrawn upon closing of this transaction as all previously rated
debt is being refinanced. The rating outlook is stable.
VSTG Intermediate Holdings II, Inc. is a new legal entity that has
been established as part of the transaction whereby affiliates of
Providence Equity Partners are purchasing the company. Following
consummation of the buyout, VSTG Intermediate Holdings II, Inc.
will merge with Vistage International, Inc. and that latter will be
the surviving entity. For purposes of this credit discussion,
Moody's will refer to VSTG Intermediate Holdings II, Inc. and
Vistage International, Inc. collectively as "Vistage." The
transaction is expected to close in February 2018.
Pro-forma for the proposed transaction, Vistage's leverage (Moody's
adjusted debt-to-EBITDA) is high at 7.4 times but is supported by
expectations of solid double-digit EBITA margins and good free cash
flows. Moody's expects that leverage will gradually improve to 7.0
times over the next twelve months, driven by a combination of
earnings growth from new member wins, price increases and annual
mandatory debt amortization of $2.6 million.
"Vistage's steady membership growth and positive cash flows
somewhat mitigate the sizeable increase in debt -- with leverage
likely remaining elevated at or above 7 times through 2018 --
positioning the rating reasonably well in the B3 category," said
Andrew MacDonald, Moody's lead analyst for the company.
Moody's assigned the following ratings to VSTG Intermediate
Holdings II, Inc. (with Vistage Worldwide, Inc., as a joint and
several co-borrower):
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$25 million senior secured first-lien revolving credit facility
due 2023 at B2 (LGD3)
$260 million senior secured first-lien term loan due 2025 at B2
(LGD3)
$100 million senior secured second-lien term loan due 2026 at Caa2
(LGD5)
Outlook at Stable
The following ratings for Vistage Worldwide, Inc. will be withdrawn
upon closing of the transaction and the concurrent repayment of
debt outstanding:
Corporate Family Rating at B2
Probability of Default Rating at B3-PD
$15 million senior secured first-lien revolving credit facility
due 2020 at B2 (LGD3)
$190 million senior secured first-lien term loan due 2021 at B2
(LGD3)
Outlook at Stable
RATINGS RATIONALE
Vistage's B3 CFR reflects the company's high leverage (Moody's
adjusted debt-to-EBITDA) of 7.4 times at closing, small scale and
narrow but market leading corporate advisory service for small and
mid-sized businesses. The company's ratings are also constrained by
its small size. However, the company has an established profitable
position in a niche end market and benefits from good sales growth,
with a visible recurring subscription-based revenue model. Of note,
Vistage will have a good liquidity profile through 2018, with
modestly positive free cash flow and good access to external
liquidity under the proposed $25 million revolving credit
facility.
The stable rating outlook reflects Moody's expectations of
continued revenue growth and profitability that results in a modest
decrease in leverage, with solid liquidity provisions maintained at
all times.
Moody's anticipates that Vistage will maintain good liquidity over
the next 12 to 18 months, supported by positive free cash flow and
revolver availability. Free cash flow benefits from minimal
requisite capital expenditures and negative working capital
dynamics. Vistage will have roughly $2 million of cash on the
balance sheet upon closing of the financing, and an undrawn $25
million revolver due 2023. The cash sources provide good coverage
of the 1% annual first-lien term loan amortization, or about $2.6
million.
Factors that could result in a downgrade include debt-to-EBITDA
above 7.5 times, contraction in the revenue base such as from a
significant decrease in member count, debt-financed dividends, or a
deterioration in liquidity.
Alternatively, factors that could warrant consideration of an
upgrade include financial policies supportive of debt-to-EBITDA
sustained below 6.0 times, increased scale and service offerings as
measured by revenue, or demonstration of sustained growth at good
margins while good liquidity is maintained.
Vistage, headquartered in San Diego, California, provides CEOs,
other senior executives and business owners with peer advisory
boards and coaching services. The company is majority-owned by
affiliates of Providence Equity Partners.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
WELLS ENTERPRISES: S&P Raises CCR to 'BB-', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Le Mars,
Iowa-based Wells Enterprises Inc. to 'BB-' from 'B+'. The outlook
is stable.
S&P also raised the issue-level rating on the company's $235
million senior secured notes due 2020 to 'BB' from 'BB-'. The
recovery rating remains '2', indicating that the lenders can expect
a substantial (70%-90%; rounded estimate 75%) recovery in the event
of payment default.
The company had $162.6 million of reported debt as of Sept. 30,
2017.
S&P said, "The upgrade reflects the company's disciplined financial
policy, including a more measured approach to acquisitions. The
company remains focused on opportunistic tuck-in acquisitions to
expand its presence within the ice cream category, and we had
previously believed this focus could result in leverage increasing
well above 3x. However, the company has kept a disciplined approach
and demonstrated a commitment to returning leverage to at or below
3x fairly quickly following acquisitions. For example, it has
forgone possible acquisitions in the better-for-you ice cream space
that would have increased leverage well beyond 4x, and instead has
developed its own brand, Chilly Cow, which will launch in early
2018. Nonetheless, while leverage remains fairly low, at 2.5x as of
Sept. 30, our overall financial assessment has not changed: the
company's free operating cash flow will probably remain pressured
by capital expenditures (capex) for the remainder of fiscal 2017.
In addition, the company's cash flows are somewhat compromised by
ongoing dividends to its family owners in the $7 million to $14
million range annually.
"The stable outlook reflects our expectation for relatively stable
operating performance as the company benefits from the introduction
of new novelty products under new and established brands, as well
as additional private label novelty business enabled by recent
production capacity expansions, subsiding milk and cream inflation,
and improved labor efficiencies. We expect the company's debt
leverage to remain at the current levels and its cash flows to
strengthen in 2018.
"We could lower the rating if debt to EBITDA were to approach 3.5x
without the prospect of reverting within 18 months, or if the
company fails to strengthen its free operating cash flow to at
least $15 million in 2018. This could be the result of a 125 bps
decline in gross margins caused by higher than expected dairy
commodity costs and increased competitive pressures, which limit
the company's ability to pass on these costs. We could also lower
the rating if there is a shift in financial policy resulting in
additional debt to fund a large shareholder distribution or large
acquisition without the requisite increase in EBITDA.
"We could raise the rating if the company were to meaningfully
increase its scale while also improving its manufacturing and
product diversification, such that it improves free operating cash
flow to roughly $50 million. We could also raise the rating if the
company were to sustain leverage well below 2x, which could occur
with a 200 bps increase in gross margins while increasing revenue
growth to roughly 4%, which we consider to be unlikely over the
outlook horizon."
WILLIAM HAMSLEY: $280K Sale of Springfield Property to Children OKd
-------------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized William Todd Hamsley's sale
of real property located at 4765 Douthitt Lane, Springfield,
Tennessee to Justin Hamsley and Amanda Duncan for $280,000.
The Buyers are insiders of the Debtor. They're his son and
daughter.
From the sale proceeds, the Debtor will pay the costs of a closing
attorney, an owner's title insurance policy, the deed tax and all
outstanding property taxes, the total of which is estimated to be
approximately $1,500.
Said sale will be free and clear of the interests of any lien
holder; however, said lien will attach to the proceeds of the sale
and will be distributed by the closing attorney pursuant to the
priority of lienholders. Should there be any proceeds available
after all lienholders have been paid in full, the remaining
proceeds will be paid to Debtor for deposit in the DIP bank
account.
William Todd Hamsley sought Chapter 11 protection (Bankr. M.D.
Tenn. Case No. 15-07117) on Oct. 5, 2015.
Counsel for the Debtor:
Steven L. Lefkovitz, Esq,
LEFKOVITZ & LEFKOVITZ
618 Church Street, Suite 410
Nashville, TN 37219
Telephone: (615) 256-8300
Facsimile: (615) 255-4516
E-mail: slefkovitz@lefkovitz.com
WJA ASSET: Clarity Buying WJA REO's 90% Interest in CSO for $1.5M
-----------------------------------------------------------------
WJA Asset Management, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the Central District of California to
authorize WJA Real Estate Opportunity Fund II, LLC's sale of it 90%
membership interest in CSO OPP VII, LLC to Clarity Strategic
Opportunities, LLC for $1.5 million, subject to overbids.
A hearing on the Motion is set for Feb. 8, 2018 at 11:00 a.m.
WJA Real Estate Opportunity Fund II ("WJA REO Fund II"), one of the
DIP the Membership Interest in the LLC which owns an apartment
building at 902-1005 State Street, Lemont, Illinois. The Property
is comprised of six separate buildings with a combined total of 59
units. It is believed to be worth approximately $4.85 million and
is subject to a mortgage in the amount of $2.95 million that needs
to be refinanced because a balloon payment is coming due and the
loan is due and payable in full on or before the maturity date of
June 1, 2018.
An appraisal of the Property was performed by CBRE Valuation and
Advisory Services. WJA REO Fund II owns a 90% membership interest,
and an affiliate of the Buyer owns the remaining 10%. The Buyer
has served as the manager for the LLC. Kurt Stake, a certified
valuation analyst at Grobstein Teeple, has verified that the offer
received, which was negotiated upwards, is in the range of
reasonable valuations for the Membership Interest.
After several months of negotiations, WJA REO Fund II has accepted
an offer from the Buyer to purchase the Membership Interest for
$1.5 million, subject to overbids. 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.
The Buyer is presently the manager of the LLC, and an affiliate of
the Buyer owns the remaining 10% membership interest in the LLC.
The Court approved the bid procedures at a hearing held the same
day as the filing of the Motion. If a timely overbid is received,
then an auction will be conducted and WJA REO Fund II will ask
authority to sell the Membership Interest to the highest bidder or,
if no overbid is received, to the Buyer as proposed. There are no
liens against the Membership Interest and the sale is free and
clear of liens, claims, and encumbrances. There are no brokers
involved, so the entire purchase price will benefit WJA REO Fund
II's bankruptcy estate.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Feb. 6, 2018 at 5:00 p.m. (PT)
b. Overbid: At least $75,000 over the Purchase Price or
$1,575,000
c. Deposit: $50,000 made payable to "WJA Real Estate
Opportunity Fund II, LLC"
d. Auction: The auction is scheduled for the same date and
time as the hearing on the sale motion, which is scheduled for Feb.
8, 2018, at 11:00 a.m. at or outside Courtroom 5C of the Ronald
Reagan Federal Building and U.S. Courthouse located at 411 West
Fourth St., Santa Ana, California.
e. Bid Increments: $25,000
f. Closing: The winning bidder will have until the date that
is 10 days after the order approving the Sale Motion becomes a
final order to consummate the purchase of the Membership Interest,
assuming that the Sale Order becomes a final order before Feb. 28,
2018, unless that date is extended in writing by the parties.
g. Break-Up Fee: $45,000
Pursuant to the LLC's operating agreement, Kingdom Trust Co. serves
as the custodian of the Membership Interest for the benefit of WJA
REO Fund II. There is no practical or business reason why Kingdom
Trust should continue to act as custodian. If anything, forcing
the CRO of WJA REO Fund II to have to obtain signatures of an
authorized representative of Kingdom Trust on the Agreement and any
other documents that may be required to consummate the transaction
contemplated by the Motion would be cumbersome. Accordingly, it is
requested that any order granting the Motion relieve Kingdom Trust
of its duties as the custodian of the Membership Interest and
authorize the CRO to execute the documents required to consummate
the transaction contemplated by the Motion.
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/WJA_Asset_352_Sales.pdf
The Purchaser:
CLARITY STARTEGIC OPPORTUNITIES, LLC
Attn: Matt Beary, Principal
27401 Los Altos, Ste. 270
Mission Viejo, CA 92691
Telephone: (949) 723-0845
The Purchaser is represented by:
Allan H. Ickowitz, Esq.
NOSSAMAN LLP
777 South Figueroa St., 34th Floor
Los Angeles, CA 90117
Telephone: (213) 612-7800
Facsimile: (213) 612-7801
E-mail: aickowitz@nossaman.com
CSO Lemont can be reached at:
CSO LEMONT, LLC
27401 Los Altos St.
Suite 100
Mission Viejo, CA 92691
Kingdom Trust can be reached at:
KINGDOM TRUST CO., LLC
23046 Avenida De La Carlota
Suite 150
Laguna Hills, CA 92653
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.
WK MANAGEMENT: Unsecured Claims May be Paid 100% Under Exit Plan
----------------------------------------------------------------
General unsecured creditors of WK Management Services, Inc., may be
paid 100% of their claims, according to the company's proposed
Chapter 11 plan of reorganization.
Under the proposed plan, creditors holding Class 3 general
unsecured claims may receive payment of 100% of their claims from
the sale of WK Management's interest in real property located in
Galveston County, Texas.
The company owns an interest in approximately 2,338.60 acres of
unimproved real property located in A. Dickson Survey, Abstract No.
51, Galveston County; and Outlots 204 and 206 of the Port Bolivar
Townsite, Samuel Parr Survey, Abstract No. 162, Galveston County.
WK Management will implement the plan from funds generated from the
sale of its interest in the Galveston property. If the property is
sold as a component of mitigation banking, the sales proceeds will
be sufficient to satisfy all claims in full, according to the
company's disclosure statement filed on Jan. 11 with the U.S.
Bankruptcy Court for the Southern District of Texas.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/txsb17-80138-55.pdf
About WK Management Services
WK Management Services, Inc. owns approximately 3,460 acres of
unimproved land located in the Bolivar Peninsula of Galveston,
Galveston County, Texas. It is a real estate holding company which
intends to subdivide its interest in the unimproved real estate in
Galveston County, Texas, to satisfy allowed claims against it. The
Debtor believes that the property is worth between $40 million and
$84 million, with liens asserted against it by TCA Global Credit
Master Fund, LP, a Grand Cayman corporation, which asserts a debt
against the Debtor in the amount of $16.5 million arising out of
two extensions of credit in the original principal amount of $7.3
million.
WK Management Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-80138) on May 1,
2017. Bryan Scott Jarnagin, president, signed the petition.
At the time of the filing, the Debtor estimated its assets at $50
million to $100 million and debts at $10 million to $50 million.
Judge Marvin Isgur presides over the case.
The Debtor is represented by John Vincent Burger, Esq., at Burger
Law Firm.
WORD INTERNATIONAL: SCCB Objects to Further Use of Cash Collateral
------------------------------------------------------------------
South Carolina Community Bank ("SCCB") asks the U.S. Bankruptcy
Court for the District of South Carolina to prohibit Word
International Ministries from using its cash collateral and require
the Debtor to account and maintain an accounting for the cash
collateral collected since the Petition Date.
SCCB also asks the Court to direct the Debtor to deliver all cash
collateral to SCCB or provide adequate protection of SCCB's
interest, and to provide SCCB with access to its books and records
and to inspect its collateral.
The Court will convene on February 15, 2018, at 11:00 a.m. to
consider to SCCB's bid to prohibit the Debtor's use of cash
collateral.
SCCB is the holder of a secured claim against the Debtors for the
sum of approximately $248,176, secured by a Mortgage on the
properties at 710 Manning Avenue, 708 Manning Avenue, and 708 ½
Manning Avenue, Sumter County, SC.
Based upon testimony offered by the Debtor's representative at the
meeting of creditors, SCCB is informed and believes that the Debtor
is receiving monthly rent from the lease of the Properties,
specifically for the use and operation of a dry-cleaners at 708
Manning Avenue. SCCB asserts a first priority lien on these rents.
SCCB claims that the Debtor is prohibited from using cash
collateral unless the Court, after notice and hearing, authorizes
such use, or the creditor consents. To date, however, the Debtor
has not filed a Motion to Use Cash Collateral. Moreover, the Debtor
and SCCB did have an informal agreement that rents would be turned
over to SCCB, but the Debtor has failed to deliver any rent
payments since the Petition Date.
SCCB tells the Court that the Debtor does not have its consent to
use the cash collateral and the Debtor has failed to offer adequate
protection for its use of SCSB's cash collateral. Until the Debtor
fulfills its obligations under the Bankruptcy Code, and carries its
burden of proof with respect to providing SCCB with adequate
protection, SCCB objects to the Debtor's use of cash collateral, as
well as the Debtor's continued use and operation of the Property.
SCCB is represented by:
Stanley H. McGuffin, Esq.
HAYNSWORTH SINKLER BOYD, PA
P.O. Box 11889
Columbia, SC 29211-1889
Telephone: 803-779-3080
E-mail: smcguffin@hsblawfirm.com
About Word International Ministries
Word International Ministries is a religious organization based in
Sumter, South Carolina. World International filed a Chapter 11
petition (Bankr. D.S.C. Case No. 17-04845) on Sept. 29, 2017.
Melody DuRant, its trustee manager, signed the petition. At the
time of filing, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The Hon. David
R. Duncan presides over the case. Reid B. Smith, Esq., of Bird &
Smith PA, is the Debtor's bankruptcy counsel. No official
committee of unsecured creditors has been appointed in the Chapter
11 case.
[^] BOND PRICING: For the Week from January 15 to 19, 2018
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
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American Eagle
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Armstrong Energy Inc ARMS 11.75 14.75 12/15/2019
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BPZ Resources Inc BPZR 6.5 3.017 3/1/2015
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BreitBurn Energy
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Chassix Holdings Inc CHASSX 10 8 12/15/2018
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Chukchansi Economic
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Claire's Stores Inc CLE 9 67.161 3/15/2019
Claire's Stores Inc CLE 8.875 26.598 3/15/2019
Claire's Stores Inc CLE 7.75 11.375 6/1/2020
Claire's Stores Inc CLE 9 66.646 3/15/2019
Claire's Stores Inc CLE 9 66.118 3/15/2019
Claire's Stores Inc CLE 7.75 11.375 6/1/2020
Cobalt International
Energy Inc CIEI 2.625 33 12/1/2019
Cumulus Media
Holdings Inc CMLS 7.75 17.875 5/1/2019
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8 53.043 4/15/2019
EXCO Resources Inc XCOO 8.5 7.783 4/15/2022
Egalet Corp EGLT 5.5 46.25 4/1/2020
Emergent Capital Inc EMGC 8.5 57.369 2/15/2019
Energy Conversion
Devices Inc ENER 3 7.875 6/15/2013
Energy Future
Holdings Corp TXU 6.55 14.75 11/15/2034
Energy Future
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Energy Future
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Energy Future
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Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.25 38 12/1/2018
Energy Future Intermediate
Holding Co LLC /
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Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.25 38.5 12/1/2018
FGI Operating Co LLC /
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Federal Home Loan Banks FHLB 2 97 11/10/2026
Fleetwood Enterprises Inc FLTW 14 3.557 12/15/2011
GenOn Energy Inc GENONE 9.5 80 10/15/2018
GenOn Energy Inc GENONE 9.5 80.5 10/15/2018
GenOn Energy Inc GENONE 9.5 82.5 10/15/2018
Gibson Brands Inc GIBSON 8.875 83.47 8/1/2018
Gibson Brands Inc GIBSON 8.875 83.77 8/1/2018
Gibson Brands Inc GIBSON 8.875 85.248 8/1/2018
Global Brokerage Inc GLBR 2.25 46.51 6/15/2018
Guitar Center Inc GTRC 9.625 58.962 4/15/2020
Guitar Center Inc GTRC 9.625 58.71 4/15/2020
Homer City Generation LP HOMCTY 8.137 38.75 10/1/2019
Iconix Brand Group Inc ICON 1.5 77.5 3/15/2018
Illinois Power
Generating Co DYN 7 33.375 4/15/2018
Illinois Power
Generating Co DYN 6.3 33.375 4/1/2020
Interactive Network
Inc / FriendFinder
Networks Inc FFNT 14 70.309 12/20/2018
IronGate Energy
Services LLC IRONGT 11 36.875 7/1/2018
IronGate Energy
Services LLC IRONGT 11 36.875 7/1/2018
IronGate Energy
Services LLC IRONGT 11 36.875 7/1/2018
IronGate Energy
Services LLC IRONGT 11 36.875 7/1/2018
K Hovnanian
Enterprises Inc HOV 7 99.995 1/15/2019
Las Vegas Monorail Co LASVMC 5.5 4.042 7/15/2019
Lehman Brothers
Holdings Inc LEH 5 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 4 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 2 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.07 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.5 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 1.6 3.326 11/5/2011
Lehman Brothers Inc LEH 7.5 1.226 8/1/2026
Linc USA GP / Linc Energy
Finance USA Inc LNCAU 9.625 1 10/31/2017
MF Global Holdings Ltd MF 3.375 30 8/1/2018
MModal Inc MODL 10.75 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.35 15.25 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 3.485 10/1/2020
Murray Energy Corp MURREN 11.25 52.679 4/15/2021
NRG REMA LLC GENONE 9.681 56 7/2/2026
Nine West Holdings Inc JNY 8.25 11.979 3/15/2019
Nine West Holdings Inc JNY 6.125 15.075 11/15/2034
Nine West Holdings Inc JNY 6.875 14.44 3/15/2019
Nine West Holdings Inc JNY 8.25 12.408 3/15/2019
OMX Timber Finance
Investments II LLC OMX 5.54 10.25 1/29/2020
Orexigen Therapeutics Inc OREX 2.75 34 12/1/2020
Orexigen Therapeutics Inc OREX 2.75 39.864 12/1/2020
PaperWorks Industries Inc PAPWRK 9.5 68.278 8/15/2019
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Powerwave Technologies Inc PWAV 2.75 0.435 7/15/2041
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Prospect Capital Corp PSEC 4.75 99.657 8/15/2019
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.25 48.25 10/1/2018
Real Alloy Holding Inc RELYQ 10 72 1/15/2019
Real Alloy Holding Inc RELYQ 10 63 1/15/2019
Renco Metals Inc RENCO 11.5 26 7/1/2003
Rex Energy Corp REXX 8.875 45.22 12/1/2020
Rex Energy Corp REXX 6.25 32.343 8/1/2022
SAExploration
Holdings Inc SAEX 10 56.125 7/15/2019
SandRidge Energy Inc SD 7.5 2.081 2/15/2023
Sears Holdings Corp SHLD 8 47.949 12/15/2019
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 69 7/1/2019
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 68 7/1/2019
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 84.5 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 84.5 2/15/2018
TerraVia Holdings Inc TVIA 5 10.25 10/1/2019
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.5 0.75 10/1/2020
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 11.5 0.75 10/1/2020
Toys R Us - Delaware Inc TOY 8.75 23 9/1/2021
Toys R Us Inc TOY 7.375 27 10/15/2018
Transworld Systems Inc TSIACQ 9.5 24.031 8/15/2021
Transworld Systems Inc TSIACQ 9.5 24.104 8/15/2021
UCI International LLC UCII 8.625 4.689 2/15/2019
Walter Energy Inc WLTG 8.5 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Investment
Management Corp WAC 4.5 12 11/1/2019
iHeartCommunications Inc IHRT 6.875 55.523 6/15/2018
*********
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.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
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The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***