/raid1/www/Hosts/bankrupt/TCR_Public/180209.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, February 9, 2018, Vol. 22, No. 39
Headlines
111 BUSSE PARTNERS: Hires CBRE Inc. as Real Estate Broker
1631 HYDE PARK: Unsecureds to Get 100% at 3.5% Per Annum
23 FARMS: $50K Payment with No Interest for Unsecured Creditors
23 FARMS: Secured Creditors Oppose Approval of Plan Outline
A & ASSOCIATES: Disclosure Statement Hearing Set for March 7
ACEMLA DE PUERTO RICO: Unsecured Creditors to Get 50% Under Plan
ACI CONCRETE: Plan Outline Hearing Set for April 13
AJUBEO LLC: Secured Creditor to Get 50% to70% Under Plan
AMERICAN APPAREL: Has Until May 14 to Exclusively File Plan
ANDERSON SHUMAKER: Unsecureds to Get 10% Over 5 Years Under Plan
APEX TOOL: S&P Rates New $125MM Incremental Loan 'B'
BANDWIDTH TECHNOLOGY: March 22 Amended Plan Confirmation Hearing
BILLNAT CORP: SSG Capital Acted as Investment Banker in Asset Sale
BLACKRIDGE TECHNOLOGY: Hires Haynie & Company as New Accountants
BLINK CHARGING: Files Amendment 9 to 4.6M Units Prospectus
BON-TON STORES: Proposes Sale Procedures for All Assets
BURGESS MACHINERY: Court Approves Disclosure Statement
CALVARY COMMUNITY: Lender Seeks Appointment of Chapter 11 Trustee
CAPITAL TRANSPORTATION: Court Disapproves Plan Outline
CAREVIEW COMMUNICATIONS: Modifies Loan Agreement with PDL
CARVER BANCORP: Promotes Isaac Torres to SVP & General Counsel
CC CARE LLC: Hires Meyer Magence as Special Counsel
CENVEO INC: Final Hearing on DIP Financing Set for March 6
CHARLESTON NEWSPAPERS: Court Okays Sale Protocol, Bids Due March 6
CHEROKEE PHARMACY: Unsecureds to Get 42% Under Ch. 11 Plans
CHESAPEAKE ENERGY: Provides Update on Recent Divestitures
COCRYSTAL PHARMA: Obtains $1 Million in Financing from OPKO Health
CORNBREAD VENTURES: Needs More Time Negotiate Plan With Lender
CROSBY WORLDWIDE: Bank Debt Trades at 6.28% Off
CTI BIOPHARMA: Baxalta Is No Longer a Shareholder as of Feb. 2
CURRENT NEWSPAPERS: Hires Philip J. McNutt as Counsel
DATA COOLING: Hires Meaden & Moore as Tax Advisor
DEL MONTE: Bank Debt Trades at 15.92% Off
DELCATH SYSTEMS: Amends Prospectus on 250 Million Units Sale
DGS REALTY: Hires Victor W. Dahar as Counsel
DGS REALTY: Wants Court Approval to Use Cash Collateral
DIFFUSION PHARMACEUTICALS: Has Resale Prospectus of $12.3M Shares
ENSEQUENCE INC: Can Use Cash Collateral Until Feb. 20
ESBY CORP: Court Okayed Bid to Appoint Examiner
EXCELETECH COATING: Court Gives Interim Nod to Use Cash Collateral
FLEMMING'S GRILL: Court Approves Disclosures, Confirms Ch. 11 Plan
FLORIDA COSMETOGYNECOLOGY: Wants to Use Cash Collateral Until Janua
FREESEAS INC: Effects Reverse Split of Common Stock
FRONTIER COMMUNICATIONS: S&P Cuts CCR to 'B-', On Watch Negative
GELTECH SOLUTIONS: Provides Biz Update in Letter to Shareholders
GETTY IMAGES: Bank Debt Trades at 6.42% Off
GLOBAL BROKERAGE: Exits Chapter 11 After Prepack Plan Confirmed
GOLF CARS: Court Gives Interim Nod to Use Cash Collateral
GREAT VISTA REAL: Hires SLBiggs as Accountant
GREAT VISTA: Hires Yarken Realty as Real Estate Broker
GREENPARK RESIDENCES: Hires Brandon L. Kolb as Counsel
GREENWAY LLC: Hires The Associates as Attorney
H. MELTON VENTURES: Trustee Hires Seidel Law as Counsel
HAHN HOTELS: Files First Amended Joint Chapter 11 Plan
HALT MEDICAL: Needs More Time to Negotiate With Key Stakeholders
HARBORVIEW TOWERS: Clarks Seek Appointment of Chapter 11 Trustee
HI-LO FARMS: Wants Court Approval to Use Cash Collateral
HOOPER HOLMES: Perritt Capital Cuts Stake to 1% as of Oct. 31
IAN-K LLC: Hires Total Accounting as Bookkeeper
ICONIX BRAND: OppenheimerFunds Has 10.49% Stake as of Dec. 31
INPIXON: All 6 Proposals Approved at Special Meeting
INPIXON: Effects a Reverse Common Stock Split
INVERRARY RESORT: March 7 Disclosure Statement Approval Hearing
INVERRARY RESORT: Trustee Files Chapter 11 Liquidation Plan
IO AT TECH RIDGE: Hires Waller Lansden as Counsel
IVANTI SOFTWARE: Bank Debt Due 2024 Trades at 2.67% Off
IVANTI SOFTWARE: Bank Debt Due 2025 Trades at 4.00% Off
LAKESHORE PROPERTIES: Hires Nicholas B. Bangos as Counsel
LANDMARK HOSPITALITY: 6th Amended Plan Hearing Set for March 14
LEI TRANSPORTATION: Hires Paul Reece as Attorney
LG WOOD VALLEY: Voluntary Chapter 11 Case Summary
LINDA'S CHERRY: Voluntary Chapter 11 Case Summary
LSB INDUSTRIES: Robert Robotti Has 7.9% Stake as of Dec. 31
MARRONE BIO: Closes $30 Million Private Placement
MEDOVEX CORP: Chief Operating Officer Resigns
MICROVISION INC: Will Sell $15M Worth of Common Stock
MLLD TRUCKING: Feb. 27 Deadline to File Plan Objections
MONADNOCK BREWING: Bid for Trustee Moot Due to Impending Dismissal
MONAKER GROUP: Files Compilation Report for Uplisting
MORAN FOODS: Bank Debt Trades at 16.10% Off
MPM HOLDINGS: Hosts a Teleconference to Discuss Q4 Results
MRI INTERVENTIONS: Mellon Group Has 5.6% Stake as of Jan. 31
MRI INTERVENTIONS: Total Revenue Increases 28% Over 2016
MURRAY ENERGY: Bank Debt Trades at 8.92% Off
NATURE'S BOUNTY: Bank Debt Trades at 2.16% Off
NEIGHBOR'S CONSEJO: Unsecureds to Get $20K Per Quarter at 0.9%
NIGHT HORSE: Exit Plan to Pay $18K to Unsecured Creditors
NIGHT HORSE: Plan and Disclosures Hearing Set for March 8
NORTHERN OIL: TRT Holdings et al Will Swap Notes for Equity
NORVIEW BUILDERS: Hires Gregory K. Stern as Attorney
NOVABAY PHARMACEUTICALS: Will Sell 1.7M Shares to OP Financial
OCULAR THERAPEUTIX: Jennison Owns 6.8% of Shares as of Dec. 31
OPTIMIZED LEASING: Hires Bill Maloney as Financial Advisor
PACIFIC DRILLING: Balks at Creditors' Bids to Appoint Mediator
PACIFIC DRILLING: Restructuring Talks Hit Impasse
PACIFIC DRILLING: Togut Segal Replaces Sullivan as Lead Counsel
PANTAGIS DINER: Case Summary & 3 Unsecured Creditors
PARMALAT SPA: Citi Wins Dismissal of $2.2 Billion Claim
PARTS PRIVATE 2007-CT1: Fitch Affirms 'CCsf' Rating on Cl. B Notes
PATRIOT NATIONAL: Plan Proposes Creation of Litigation Trust
PATRIOT NATIONAL: Wants $5MM in DIP Financing For This Month
PERRY ELLIS: S&P Puts 'B+' CCR on Watch Neg. Amid Buyout Bid News
PES HOLDINGS: Disclosure Statement Hearing Set for March 26
PES HOLDINGS: Unsecured Claimants to Be Paid in Full Under the Plan
PETSMART INC: Bank Debt Trades at 18.92% Off
PKC ENTERPRISES: U.S. Trustee Unable to Appoint Committee
PLACE FOR ACHIEVING: DOJ Watchdog Named J. Tomaino as PCO
PLOY SIAM: Hires John M. Vlasac as Accountant
PRECISION CASTING: Hires Dennis & Company as Accountant
PRIMARYDATA INC: TriplePoint Capital to Sell Assets on Feb. 21
PROFLO INDUSTRIES: Court Recommends Examiner for Oversight
QUOTIENT LIMITED: Incurs $20.3 Million Net Loss in Third Quarter
QUOTIENT LIMITED: Updates on Status of MosaiQ Performance
RAND LOGISITICS: Disclosure Statement Hearing Slated for Feb. 27
RAND LOGISTICS: Wants to Obtain $25M Financing From Lightship
REATA REAL ESTATE: Case Summary & 3 Unsecured Creditors
RENNOVA HEALTH: Will Acquire Tennova Healthcare Hospital
RESOLUTE ENERGY: Fir Tree Has 8.97% Stake as of Feb. 2
RICK'S PATIO: Unsecured Creditors to be Paid Over 72 Months
ROBERT LAMPE: Court Confirms Third Amended Chapter 11 Plan
ROBINSON PREMIUM: Feb. 26 Second Plan Confirmation Hearing
ROCKY MOUNTAIN: Files 4th Amendment to 250M Shares Prospectus
ROLLING HILLS: Hires Nipe Accounting as Accountant
SAEXPLORATION HOLDINGS: Whitebox Has 25.5% Stake as of Jan. 29
SANDY CREEK: Bank Debt Trades at 17.83% Off
SEADRILL LTD: Bank Debt Trades at 15.6% Off
SERTA SIMMONS: Bank Debt Trades at 2.93% Off
SHERIDAN INVESTMENT: Bank Debt Trades at 17.17% Off
SHIRAZ HOLDINGS: Unsecureds to Get Payment Over 5 Years Under Plan
SKY-SKAN INC: Court Approves Use of Cash Collateral Until April 6
SOUTHCROSS ENERGY: Explains Benefits of Proposed AMID Merger
SOUTHWORTH CO: To Auction Off Building After Buyer Backs Out
SPRUHA SHAH: May Use Cash Collateral Through Feb. 28
STEARNS HOLDINGS: S&P Affirms 'B' ICR, Outlook Remains Negative
STEPSTONE GROUP: S&P Assigns 'BB' Corp. Credit Rating
TAOW LLC: Hires Lawrence L. Szabo as Counsel
TERRAFORM GLOBAL: S&P Raises CCR to 'BB' on Refinancing
THEA BOWMAN: S&P Ups Educational Facilities Bonds Rating to 'B'
TITAN ENERGY: Lenders Extend Waiver Until February 15
TOISA LIMITED: Nautilus Int'l Named Member of Creditors' Committee
TOYS R US: Store Closing Sales Begin at Select Locations
TRANSDIGM INC: S&P Rates New $1.81BB First-Lien Term Loan G 'B+'
TROVERCO INC: Court Confirms Second Amended Plan
VERTEX ENERGY: Regains Compliance with Nasdaq's Bid Price Rule
WINDSTREAM CORP: Bank Debt Trades at 10.9% Off
WJA ASSET: Has Until June 18 to File Plan
WOMEN AND BIRTH: PCO Files 2nd Report
WOMEN'S HEALTH: Commercial Insurance Pact With BankDirect OK'd
XS RANCH FUND: Rescission Claimants to Get $28.5-Mil. Under Plan
[*] Brown Rudnick Promotes Five Outstanding Lawyers to Partner
[*] Farrell Joins Tiger Group's Commercial & Industrial Division
[*] James Sprayregen Bags M&A Advisor Lifetime Achievement Award
[*] Jeffrey Bjork to Join Latham & Watkins' Restructuring Practice
[^] BOOK REVIEW: Oil Business in Latin America: The Early Years
*********
111 BUSSE PARTNERS: Hires CBRE Inc. as Real Estate Broker
---------------------------------------------------------
111 Busse Partners, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Inninois to employ CBRE, Inc.,
as real estate broker to the Debtor.
111 Busse Partners requires CBRE, Inc., to market and sell the
Debtor's property located at 111 E. Busse Avenue, Mt. Prospect,
Illinois.
CBRE, Inc., will be paid a commission of 4.5% of the gross sales
price of the property.
William J. Novelli, Jr., senior vice president of CBRE, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
CBRE, Inc., can be reached at:
William J. Novelli, Jr.
CBRE, INC.
700 Commerce Drive, Suite 450
Oak Brook, IL 60523
Tel: (630) 573-7103
Fax: (630) 573-7018
E-mail: William.novelli@cbre.com
About 111 Busse Partners
111 Bruse Partners, LLC, is 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. In the petition
signed by Gus F. Dahleh, manager, the Debtor estimated both assets
and liabilities at $1 million to $10 million. The case is assigned
to Judge Carol A. Doyle. The Debtor's bankruptcy counsel is Karen
J. Porter, Esq. of Porter Law Network. The Debtor hired Weissberg
and Associates, Ltd., as special counsel.
1631 HYDE PARK: Unsecureds to Get 100% at 3.5% Per Annum
--------------------------------------------------------
1631 Hyde Park Avenue, LLC, has amended the disclosure statement
explaining its reorganization plan thrice since it filed the
original plan outline on Dec. 8, 2017.
Under the Disclosure Statement dated Jan. 17, the Debtor modified
the treatment of Class 1A - Secured (second mortgage) claim of
Commerce Bank. Payment of the Allowed Class 1A Claim will be in
accordance with existing mortgage payable on a 10-year amortization
schedule with interest payable on the unpaid principal balance at a
fixed rate of 3.50% per annum, the set principal amount due and
owing is $74, 392.14 to be paid in monthly installments in the
amount of $678.40 per month.
The Debtor presently owes $11,593 in prepetition arrears on this
loan. In addition to the $678.40 monthly payment, the Debtor will
make an additional $194.00 payment to the Class 1A Creditor over
the next 5 years (60 Payments) to cure this balance. Also, from
the petition date of September 2, 2017 to the projected effective
date, the Debtor has been accruing postpetition arrears in
the amount of $678.40 per month, as well as $254.40 in late fees.
The Debtor will make a lump sum payment to Commerce Bank upon the
effective date of the plan, in the approximate amount of $7,463.
Class 3 - General Unsecured Claims are impaired and an Allowed
General Unsecured Claim Holder will receive $352.00 on the
Effective Date or up to no more than 100% dividend of the Class 3
Claim along with interest at a rate of 3.5% per annum, under the
Jan. 17 Disclosure Statement.
The original Disclosure Statement provided that General unsecured
creditors are classified in Class 1 and will receive a distribution
of 100% of their allowed claims, to be distributed as follows: Paid
in full upon confirmation of the Proposed Chapter 11 Plan.
A full-text copy of the Amended Disclosure Statement dated Jan. 17,
2018, is available at:
http://bankrupt.com/misc/mab17-13308-95.pdf
A full-text copy of the Amended Disclosure Statement dated Jan. 10,
2018, is available at:
http://bankrupt.com/misc/mab17-13308-87.pdf
A full-text copy of the Amended Disclosure Statement dated Dec. 27,
2017, is available at:
http://bankrupt.com/misc/mab17-13308-82.pdf
About 1631 Hyde Park Avenue
1631 Hyde Park Avenue, LLC, listed its business as a single asset
real estate as defined in 11 U.S.C. Section 101(51B). The Company
owns a home located at 1631 Hyde Park Ave, in Boston,
Massachusetts, valued at $1.29 million. This home is currently
recorded as part of Suffolk County with approximately 6200 square
feet.
1631 Hyde Park Avenue filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 17-13308) on Sept. 2, 2017, disclosing $1.29 million in
assets and $587,054 in liabilities. The petition was signed by
Siveny Augustin and Marie Augustin, owner and operator.
The case is assigned to Judge Melvin S. Hoffman.
The Debtor is represented by Daniel Occena, Esq. at Occena Law,
P.C.
23 FARMS: $50K Payment with No Interest for Unsecured Creditors
---------------------------------------------------------------
23 Farms, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Florida a first amended disclosure statement,
dated Jan. 28, 2018, to accompany its proposed first amended plan
of reorganization.
Under the latest plan, Class 11 unsecured creditors will now be
paid a total $50,000 with no interest to unsecured creditors on a
pro rata basis. Payments of $5,000 will be made on a semiannual
basis, with the first payment due six months following the
Effective Date of the Plan. Total unsecured claims are now
approximately $5,088,424.17.
The initial plan proposed to pay unsecured creditors a total of
$25,000 with no interest to unsecured creditors on a pro rata basis
and that the payments will be made either within 30 days following
the Effective Date of the Plan or within 30 days of the closing on
the loan which will fund the Plan, whichever date is later.
Feasibility of the Debtor's Plan depends in part on the values of
the Debtor's various assets which are under lien to secured
creditors. Interest rate and term of payment will also affect
feasibility. The first consideration, however, is the profit which
the Debtor projects for 2018. The Debtor's projections for the
coming year rely primarily on the income and expenses for the 2017
crop season.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flnb17-10015-165.pdf
About 23 Farms LLC
23 Farms, LLC, a Newberry, Florida-based company with a farming
operation, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No.
17-10015) on Jan. 20, 2017. The petition was signed by Joey D.
Langford, II, managing member. The case is assigned to Judge Karen
K. Specie. The Debtor is represented by Lisa Caryl Cohen, Esq., at
Ruff & Cohen, P.A. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing. An official
committee of unsecured creditors has not been appointed in the
Chapter 11 case.
23 FARMS: Secured Creditors Oppose Approval of Plan Outline
-----------------------------------------------------------
Western Equipment Finance Company, Inc., filed an objection in
which it requested that 23 Farms LLC revise the disclosure
statement to correct the value of its collateral.
Daryl Krauza, Esq., Western Equipment's attorney, said the company
has incorrectly stated the value of the collateral in its
disclosure statement.
"Western Equipment believes the value of the equipment to be of
greater value than $40,000 as set forth in its proof of claim," Mr.
Krauza said in the court filing.
Diversified Financial Services LLC, another secured creditor,
complained that 23 Farms has also incorrectly stated the value of
its collateral. The creditor asserted the value of its collateral
is $100,000 and not $35,000.
Western Equipment is represented by:
Daryl J. Krauza, Esq.
Dean, Mead, Minton & Zwemer
1903 South 25th Street, Suite 200
Fort Pierce, FL 34947
Phone: (772) 464-7700
Fax: (772) 464-7877
Email: dkrauza@deanmead.com
Diversified Financial is represented by:
James E. Sorenson, Esq.
D. Tyler Van Leuven, Esq.
J. Blair Boyd, Esq.
Stephen A. Orsillo, Esq.
Sorenson Van Leuven, PLLC
P.O. Box 3637
Tallahassee, FL 32315-3637
Phone: (850) 388-0500
Fax: (850) 391-6800
Email: jim@svllaw.com
Email: tyler@svllaw.com
Email: blairb@svllaw.com
Email: steveo@svllaw.com
Email: bk@svllaw.com
About 23 Farms LLC
23 Farms, LLC, a Newberry, Florida-based company with a farming
operation, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No.
17-10015) on Jan. 20, 2017. The petition was signed by Joey D.
Langford, II, managing member. The case is assigned to Judge Karen
K. Specie. The Debtor is represented by Lisa Caryl Cohen, Esq., at
Ruff & Cohen, P.A. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing. An official
committee of unsecured creditors has not been appointed in the
Chapter 11 case.
A & ASSOCIATES: Disclosure Statement Hearing Set for March 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida is
set to hold a hearing on March 7, at 9:30 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan of reorganization for A & Associates, Inc.
The hearing will take place at Courtroom A, Flagler Waterview
Building. Objections are due by Feb. 28.
About A & Associates
A & Associates, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-23524) on October 1,
2016. The petition was signed by Andrew Luchey, Jr., president.
The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is
represented by Sherri B. Simpson, Esq., at the Simpson Law Group.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
On Jan. 4, 2018, the Debtor filed its proposed Chapter 11 plan of
reorganization and disclosure statement.
ACEMLA DE PUERTO RICO: Unsecured Creditors to Get 50% Under Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
conditionally approved the disclosure statements explaining the
plans of reorganization separately filed by ACEMLA de Puerto Rico
Inc. and Latin American Music Company, Inc.
Under LAMCO's Plan, general unsecured claims are unaimpaired and
are estimated to recover 100% at the effective date. LAMCO general
unsecured claims are estimated between the creditors that filed
their proofs of claim and the ones that were scheduled by Debtor
and did not filed a proof of claim in the amount of $2,980.62.
Under ACEMLA's Plan, general unsecured claims are impaired and are
estimated to total $711,490.45. This class' allowed unsecured
claims will be paid in the following manner: Debtor will award a
total sum of 355,745.23, which represents 50% distributions for
this class. Since the liquidation value in this case is for 37%,
this class would receive less distribution if Debtor's debts were
liquidated in a Chapter 7. If a default in the monthly payment to
these creditors were to occur, they would be entitled to collect
past due payments.
LAMCO's Plan will be funded with cash available proceeds from the
revenue that the Debtor generates from licensing, after paying
operating expenses and taxes. LAMCO's operating expenses consist
of bank charges, contract labor, office supplies, payroll, repairs
and maintenance, taxes, telephone, utilities, vehicle expenses,
etc.
ACEMLA's Plan will be funded with cash available proceeds from the
revenue that the Debtor generates from licensing, after paying
operating expenses and taxes. ACEMLA's operating expenses consist
of bank commissions, utilities, repairs and maintenance, rent,
employee salaries and payroll taxes, insurance expenses, office
expenses, property taxes, municipal taxes, and income taxes.
A full-text copy of LAMCO's Disclosure Statement dated Dec. 23,
2017, is available at:
http://bankrupt.com/misc/prb17-02021-270.pdf
A full-text copy of ACEMLA's Disclosure Statement dated Dec. 23,
2017, is available at:
http://bankrupt.com/misc/prb-17-02021-268.pdf
About ACEMLA de Puerto Rico Inc.
ACEMLA de Puerto Rico Inc. is one of the four "Performance Rights
Organization" (PRO), in the United States and No. 76 in the CISAC
world roster. It controls and licenses LAMCO's non-exclusive
performance rights and those of its affiliate music publisher's
editors and composers. This institution was created to defend the
Latin composer's rights in the United States and the world, and it
is as such that in 1985, by an appeal presented before the highest
federal court in this country, against a decision of the Copyright
Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and
since then ACEMLA operates as the fourth society, or a performance
Rights Society (PRO), in the United States.
ACEMLA de Puerto Rico Inc. and Latin American Music Co Inc. filed
Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02021 and
17-02023) on March 24, 2017. The Hon. Enrique S. Lamoutte Inclan
presides over the cases. Gratacos Law Firm, PSC, serves as
bankruptcy counsel.
In its petition, ACEMLA estimated assets of less than $500,000 and
liabilities of $1 million to $10 million. LAMCO estimated assets
and liabilities of less than $1 million.
A list of ACEMLA's nine largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb17-02021.pdf
ACI CONCRETE: Plan Outline Hearing Set for April 13
---------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas is set to hold a hearing on April 13, 2018 at 1:30 p.m.
to consider approval of the disclosure statement filed by ACI
Concrete Placement of Kansas, LLC dba ACI Concrete Placement on
Jan. 18, 2018.
Objections to the Disclosure Statement must be filed and served on
or before March 2, 2018.
The Plan proposes the Debtors obtaining financing to retire the
Equity Bank debt no later than 60 days after the Effective Date.
The Debtors shall pay the remaining creditors in full over a
10-year Plan period. Priority Creditors will be paid in full
within 5 years of the filing of the Voluntary Petitions. The
Insiders of the Debtors will not receive any distribution from the
Chapter 11 Plan.
The Plan proposes using the Debtors' income from the operation of
their businesses to fund the Plan. Additionally, the Debtors will
continue selling unnecessary equipment to reduce the amount of take
out financing that will be necessary to obtain.
Class 5 consists of all General Unsecured Priority Creditors of the
Debtors. This includes the Internal Revenue Service, Central
Pension Fund, Greene County Collector of Revenue and Operating
Engineers Local 101. The total amount of Class 5 Claims is
$305,760.23.
The Debtors will pay the entire Class 5 Claim in five years from
the Petition Date. The Debtors will make quarterly payments of
$22,750.00 to all Class 5 Claims commencing on the Effective Date.
The last payment on Class 5 Claims shall be made in August 2022.
Class 5 is impaired and as such the Internal Revenue Service,
Central Pension Fund, Greene County Collector of Revenue and
Operating Engineers Local 101 will vote on the Plan.
Class 6 consists of all General Unsecured Non-Priority Creditors of
the five Debtors. Based upon the Schedules of the Debtors and the
Proofs of Claim filed in the case, this amounts to approximately
$1,837,261.87. This amount does not include the Claims of the
Insiders of the Debtors which are addressed in Class 7 of this
Plan.
The Debtors will pay all Class 6 Claims in full. The Debtors will
make quarterly payments on Class 6 Claims beginning no later than
July 1, 2018. The quarterly payments will continue for 10 years
until the full balance of Class 6 Claims are paid. Class 6 Claims
will be paid on a pro rata basis for each payment. The quarterly
payments shall be $62,280.00.
Class 6 is impaired and the General Unsecured Non-Priority
Creditors will vote on the Plan.
A full-text copy of the Disclosure Statement dated Jan. 18 is
available at:
http://bankrupt.com/misc/ksb17-21770-193.pdf
About ACI Concrete Placement
ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case Nos. 17-21770 to 17-21774) on
Sept. 14, 2017. Matthew Kaminsky, their chief operating officer,
signed the petitions. The cases are jointly administered.
Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement. In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms. It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc. ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.
ACI-Kansas is wholly owned by debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by: Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company. KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company. OKK is wholly owned by the Debtor KOK
Holdings, LLC.
ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states. OKK serves as the
common equipment ownership company for all ACI companies. KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies. The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.
At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.
Judge Dale L. Somers presides over the cases.
Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the
Debtors' bankruptcy counsel. The Debtors hired Duncan Financial
Group, LLC as financial consultant; Altus Global Trade Solutions as
collection agent; and GlassRatner Advisory & Capital Group, LLC and
Tarsus CFO Services, LLC as consultants.
On November 1, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
AJUBEO LLC: Secured Creditor to Get 50% to70% Under Plan
--------------------------------------------------------
Class 3 - General Unsecured Claims against Ajubeo, LLC, are
impaired, and will recover 0-100%, depending on results of
litigation brought by Plan Administrator, according to the
disclosure statement explaining the Debtor's plan of liquidation.
The Debtor has liquidated substantially all of its assets through
the Sale and no longer maintains operations. The Debtor holds
approximately $600,000 in cash in its operating account, which is
subject to the lien of Integrity Capital Income Fund, Inc. The
Debtor's primary shareholder will contribute funds to the estate to
assist with the payments and obligations contemplated under the
Plan.
Class 3 consists of general unsecured Claims that exist against the
Debtor. Each Holder of an Allowed Class 3 Claim will receive, in
full and final satisfaction of such Allowed Claim, its pro rata
share of the Distributable Cash. The Plan Administrator will
continue to make Distributions to Holders of Allowed Class 3 Claims
until all Allowed Class 3 Claims have been paid in full or until a
final decree has entered in the Chapter 11 Case.
Class 2 - Integrity Secured Claim is also impaired and will recover
50% to 70% of the allowed amount.
A full-text copy of the Disclosure Statement dated Dec. 26, 2017,
is available at:
http://bankrupt.com/misc/cob17-17924-189.pdf
About Ajubeo, LLC
Ajubeo, LLC -- https://www.ajubeo.com/ -- is a privately held
provider of internet infrastructure software and equipment.
Founded in 2011 and headquartered in Greater Denver Area in
Boulder, Colorado, Ajubeo serves clients all over the world with
datacenter hubs in Denver, New Jersey, Frankfurt, and Dusseldorf
Germany.
Ajubeo, LLC, filed a Chapter 11 petition (Bankr. D. Col. Case No.
17-17924) on Aug. 25, 2017. In the petition signed by Jeff Kuo,
chairman of the Board of Managers, the Debtor estimated $1 million
to $10 million in assets and liabilities.
Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP,
serves as counsel to the Debtor.
AMERICAN APPAREL: Has Until May 14 to Exclusively File Plan
-----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of APP Winddown
LLC and its affiliates, the exclusive period during which only the
Debtors can file a plan of reorganization and solicit acceptance of
that plan through and including May 14, 2018, and July 14, 2018.
As reported by the Troubled Company Reporter on Nov. 8, 2017, the
Court previously extended the exclusive periods for the Debtors to
file a plan of reorganization through and including Jan. 12, 2018,
and for the Debtors to solicit acceptance of the plan through and
including March 14, 2018.
A copy of the Order is available at:
http://bankrupt.com/misc/deb16-12551-1593.pdf
About American Apparel
American Apparel Inc. was one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for Chapter 11 protection
in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016. Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.
American Apparel LLC, n/k/a APP Windown, LLC, along with five of
its affiliates, again sought bankruptcy protection (Bankr. D. Del.
Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the
assets. The petitions were signed by Bennett L. Nussbaum, chief
financial officer.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, according to
court document.
The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC, as financial advisors; Houlihan Lokey as investment banker;
and Prime Clerk LLC, as claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.
In early 2017, the Debtors succeeded in selling their intellectual
property and certain of their wholesale assets to Gildan Activewear
SRL for approximately $100 million. The Court approved the Sale on
Jan. 12, 2017, and the Sale closed on Feb. 8, 2017.
On Feb. 9, 2017, in accordance with the closing of the Sale and the
Sale Order, the Debtors filed appropriate documentation to change
their names as:
New Name Former Name
-------- -----------
APP Winddown, LLC American Apparel, LLC
APP USA Winddown, LLC American Apparel (USA), LLC
APP Retail Winddown, Inc. American Apparel Retail, Inc.
APP D&F Winddown, Inc. American Apparel Dyeing &
Finishing, Inc.
APP Knitting Winddown, LLC KCL Knitting, LLC
APP Shipping Winddown, Inc. Fresh Air Freight, Inc.
ANDERSON SHUMAKER: Unsecureds to Get 10% Over 5 Years Under Plan
----------------------------------------------------------------
Class 4 - General Unsecured Claims against Anderson Shumaker
Company will be repaid 10%, on a quarterly basis, over a five-year
period, beginning with the first quarter 60 days after the
effective date of the plan of reorganization, according to the
Debtor's disclosure statement.
Class 4 Claims are estimated to total $2,200,000.
Class 1 - Bank and subsumed secured claims (Forest Bank and Trust
and SBA) will be amortized over a 20-year period at 6.25%, to be
paid monthly in the amount of $3,289 over five years from the
effective date.
The interest of Richard Tribble, consisting of 100% of the
shareholder interests in the Debtor, will be canceled.
Distributions under the Plan will be made from future operations.
According to the Plan outline, participants will place $600,000 as
new value to purchase the ownership interests of the
post-confirmation Reorganized Debtor.
A full-text copy of the Disclosure Statement dated Dec. 27 is
available at:
http://bankrupt.com/misc/ilnb17-05206-159.pdf
About Anderson Shumaker
Based in Chicago, Illinois, Anderson Shumaker Company provides open
die forgings and custom forgings in various shapes and finishes
using stainless steel, aluminum, carbon steel and various grades of
alloy steel.
Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-05206) on Feb. 23, 2017. In the petition signed by CEO
Richard J. Tribble, the Debtor estimated $1 million to $10 million
in assets and $10 million to $50 million in liabilities.
The case is assigned to Judge Donald R Cassling.
Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman,
Simon, Welch & Clar serve as counsel to the Debtor. The Debtor
tapped CFO Advise LLC as financial advisor and RSM US LLP as
accountant. In September 2017, the Debtor sought approval to hire
Fort Dearborn Partners Inc. as its financial advisor, to provide
projections for its Chapter 11 plan of reorganization and to
perform financial functions required during the remainder of the
Debtor's bankruptcy case.
U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five
creditors to serve on an official committee of unsecured creditors.
The committee members are: (1) Electralloy, G.O. Carlson, Inc.;
(2) Carlson Tool & Manufacturing Corp.; (3) Progressive Steel
Treating, Inc.; (4) Haynes International, Inc.; and (5) Ellwood
Group.
Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L.
Janczak, Esq., and Trinitee G. Green, Esq., at Freeborn & Peters
LLP, serve as counsel to the Committee.
APEX TOOL: S&P Rates New $125MM Incremental Loan 'B'
----------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Sparks,
Md.-based manufacturer of hand and power tools Apex Tool Group
LLC's proposed $125 million incremental term loan due February 1,
2022. The recovery rating is '3', indicating S&P's expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default.
S&P said, "In addition, we have assigned our 'B-' issue-level
rating to the company's proposed $325 million senior unsecured
notes due 2023, issued by Apex Tool Group LLC and BC Mountain
Finance, Inc. The recovery rating is '5', indicating our
expectation for modest (10%-30%; rounded estimate: 10%) recovery to
creditors in the event of a payment default.
"We have affirmed our 'B' issue-level rating on the company's
existing $1.01 billion senior secured facilities, consisting of a
$175 million revolving credit facility ($99 million outstanding as
of Sept. 30, 2017) and $835 million senior secured term loan ($788
million outstanding as of Sept. 30, 2017). The recovery rating on
the facility is unchanged at '3', indicating our expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default."
The company will use proceeds of the incremental senior secured
term loan and the senior unsecured notes to redeem the existing
$450 million 7.0% senior unsecured notes due 2021.
S&P's 'B' corporate credit rating and negative rating outlook on
Apex Tool Group LLC are unchanged.
RECOVERY ANALYSIS
Key analytical factors
S&P said, "Our recovery rating on Apex's senior secured credit
facilities totaling $1.135 billion, consisting of a $175 million
revolving credit facility ($99 million outstanding as of Sept. 30,
2017) due 2021, $835 million term loan ($788 million outstanding as
of Sept. 30, 2017) due 2022 and proposed $125 million incremental
term loan due 2022, have a '3' recovery rating, indicating our
expectation for meaningful (50%-70%, rounded estimate: 60%)
recovery. The issue-level rating is 'B', in line with the 'B'
corporate credit rating on the company and our notching
guidelines.
"Our recovery rating on Apex's proposed $325 million senior
unsecured notes have a '5' recovery rating, indicating our
expectation for modest (10%-30%, rounded estimate: 10%) recovery.
The issue-level rating is 'B-', in line with our notching
guidelines.
"We continue to assess recovery prospects based on a reorganization
value of about $750 million.
"Our simulated default scenario contemplates a default in 2021,
stemming primarily from a material decline in sales in the wake of
a severe global economic downturn that weakens demand for Apex's
products in automotive, aerospace, electronics, hardware,
industrial, consumer retail, and other key end markets."
Simplified recovery waterfall
-- Emergence EBITDA: $150 mil.
-- Multiple: 5x
-- Gross recovery value: $750 mil.
-- Net recovery value for waterfall after admin. expenses (5%):
$710 mil.
-- Estimated value available for senior secured credit facilities:
$610 mil.
-- Estimated senior secured credit facilities claims: $1.05 bil.
--Recovery expectation range for senior secured credit
facilities: 50%-70% (rounded estimate: 60%)
-- Estimated value available for senior notes and other pari passu
secured (deficiency) claims: $100 mil.
-- Estimated senior notes and other pari passu secured
(deficiency) claims: $780 mil.
--Recovery expectation range for senior notes: 10%-30% (rounded
estimate: 10%)
Note: All debt amounts include six months of prepetition interest.
Ratings List
Apex Tool Group LLC
Corporate Credit Rating B/Neg/--
New Rating
Apex Tool Group LLC
Senior Secured
$125 mil. incremental term loan B due 2/01/2022
Recovery Rating 3(60%)
Apex Tool Group LLC
BC Mountain Finance, Inc.
Senior Unsecured $325 mil. sr notes due 2023 B-
Recovery Rating 5(10%)
Rating Affirmed
Apex Tool Group LLC
Senior Secured B
Recovery Rating 3(60%)
BANDWIDTH TECHNOLOGY: March 22 Amended Plan Confirmation Hearing
----------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved Bandwidth Technology Corp.'s
disclosure statement in support of its plan of reorganization dated
Nov. 20, 2017.
The Debtor is authorized to amend its plan such that it is
consistent with Section IV. B. (Class 2: Unsecured Claims) of the
Disclosure Statement whereby in the event a Class 2 Claimant does
not select an option for the treatment of its claim, the Amended
Plan will state that such creditor will be deemed to have selected
Option 2 (given shares of stock in the Reorganized Debtor -- shares
shall be issued on a conversion rate such that one dollar of
Allowed Class 2 Claims shall receive one share of stock in the
Reorganized Debtor).
A hearing on confirmation of the Amended Plan will be held on March
22, 2018 at 11:00 a.m., at the United States Bankruptcy Court,
Southern District of New York, One Bowling Green, New York, New
York 10004, Court Room of the Honorable Sean H. Lane.
Objections to the Amended Plan must be in writing and served no
than March 15, 2018, prevailing Eastern Time.
March 15, 2018 at 5:00 p.m. is fixed as the last day for receipt of
Ballots with respect to acceptances or rejections of the Amended
Plan.
The Troubled Company Reporter previously reported that the Plan
will be implemented with the proceeds from the License Agreement
and Additional Funding which will fund the distribution in
accordance with the terms of the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb15-11385-106.pdf
About Bandwidth Technology
An involuntary Chapter 7 petition was filed against Bandwidth
Technology Corp. on May 27, 2015. On November 21, 2015, the Debtor
filed a Motion to Convert the involuntary Chapter 7 case to a
voluntary case under Chapter 11 of the Bankruptcy Code. On March
8, 2016, the Court granted the Debtor's Motion to Convert and
entered an Order for Relief under Chapter 11 of the Bankruptcy
Code. The bankruptcy case is In re: Bandwidth Technology Corp.,
Case No. 15-1l385(SHL)(Bankr. S.D.N.Y.).
BILLNAT CORP: SSG Capital Acted as Investment Banker in Asset Sale
------------------------------------------------------------------
SSG Capital Advisors, LLC ("SSG") acted as the investment banker to
BillNat Corporation in the sale of substantially all of its assets
to an affiliate of CVS Health Corporation ("CVS"). The sale was
effectuated through a Chapter 11 Section 363 process in the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division. The transaction closed in January 2018.
BillNat, a wholly-owned subsidiary of Frank W. Kerr Company
("Kerr"), is a leading retail pharmacy chain in Southeastern
Michigan that operates 21 locations under the name "Sav-On Drugs."
BillNat and its local community-oriented pharmacists provide
customers with quality products and services in a one-stop layout
at economical prices, including prescription drugs,
over-the-counter medication, health and beauty products, and
general merchandise.
In early 2016, Kerr experienced financial difficulties that
resulted in its filing for bankruptcy protection. In order to
maximize recovery for Kerr stakeholders, SSG was retained in June
2016 to explore strategic alternatives for BillNat.
SSG conducted a comprehensive marketing process, which resulted in
a wide range of interest from potential strategic parties to
achieve an optimal outcome for the Company and its stakeholders.
The process resulted in ten offers for the assets in whole or in
parts. BillNat ultimately reached an agreement with CVS for
substantially all of the Company's assets. In October 2017,
BillNat filed for Chapter 11 protection. While significant
post-petition interest was expressed, CVS's stalking horse bid was
ultimately deemed to be the highest and best offer. SSG's
experience in identifying buyers, and running complex, special
situation sale processes enabled the Company's stakeholders to
maximize value while preserving a significant number of jobs.
CVS is a pharmacy innovation company helping people on their path
to better health. Through its retail locations, walk-in medical
clinics, pharmacy benefits manager, specialty pharmacy services,
and Medicare Part D prescription drug plan, CVS enables people,
businesses and communities to manage health in more affordable and
effective ways. CVS's uniquely integrated model increases access to
quality care, delivers better health outcomes and lowers overall
health care costs.
Other professionals who worked on the transaction include:
* Jeffrey K. Tischler, Matthew J. Davidson and Michael C. Walsh
of Conway MacKenzie, Inc., Chief Restructuring Officer and
financial advisor to BillNat Corporation;
* Stephen M. Gross and Jayson B. Ruff of McDonald Hopkins LLC,
counsel to BillNat Corporation;
* Steven G. Howell, Eric S. Bergeron and Dawn R. Copley of
Dickinson Wright PLLC, counsel to the lenders of BillNat
Corporation;
* Robert J. Diehl, Jr. and Jaimee L. Witten of Bodman PLC,
counsel to the lenders of BillNat Corporation;
* Jeff Johnston and Brian Stein of AlixPartners, LLP, financial
advisor to the lenders of BillNat Corporation; and
* Mark Minuti and Teresa K.D. Currier of Saul Ewing Arnstein &
Lehr LLP, counsel to CVS Health Corporation.
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.
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, estimating assets of $10 million to
$50 million and debt of $50 million to $100 million.
The Debtors tapped McDonald Hopkins PLC as counsel; Conway
Mackenzie Management Services, LLC, as restructuring consultant and
Jeffrey K. Tischler as chief restructuring officer; and SSG Capital
Advisors, LLC as investment banker. Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's noticing, claims and balloting agent.
The case judge is the Hon. Maria L. Oxholm.
On Nov. 9, 2017, 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 Creditors
Committee retained Lowenstein Sandler LLP as lead counsel; Wolfson
Bolton PLLC as local counsel; and BDO USA, LLP, as financial
advisor.
BLACKRIDGE TECHNOLOGY: Hires Haynie & Company as New Accountants
----------------------------------------------------------------
Pritchett, Siler and Hardy P.C. has resigned as the independent
registered public accounting firm for Blackridge Technology
International, Inc., following PSH's acquisition by Haynie &
Company, CPA. On Jan. 29, 2018, the Company engaged Haynie &
Company, Salt Lake City, Utah, as its new independent registered
public accounting firm. The change of the Company's independent
registered public accounting firm from PSH to Haynie & Company was
approved unanimously by the Company's board of directors.
The reports of PSH on the Company's financial statements for the
two most recent fiscal years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years and through the Resignation
Date, there were (i) no disagreements between the Company and PSH
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreement, if not resolved to the satisfaction of PSH, would
have caused PSH to make reference thereto in their reports on the
consolidated financial statements for such years, and (ii) no
reportable events as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
During the Company's two most recent fiscal years and in the
subsequent interim period through the Resignation Date, the Company
has not consulted with Haynie & Company regarding either (i) the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial
statements, and neither a written report nor oral advice was
provided to the Company that Haynie & Company concluded was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K).
About BlackRidge Technology
Headquartered in Reno, Nevada, BlackRidge Technology, formerly
known as Grote Molen, Inc. -- http://www.blackridge.us/--
provides an adaptive cyber defense solution that enables its
customers to deliver more secure and resilient business services in
today's rapidly evolving technology and cyber threat environments.
The BlackRidge Adaptive Trust solution provides end-to-end security
that proactively isolates cloud services, protects servers and
segments networks. The Company's patented First Packet
Authentication technology authenticates user and device identity
and enforces security policy on the first packet of network
sessions. This new level of real-time protection blocks or
redirects unidentified and unauthorized traffic to stop attacks and
unauthorized access. BlackRidge was founded in 2010 to
commercialize its military grade and patented network security
technology.
Grote Molen reported a net loss of $259,447 for the year ended Dec.
31, 2016, compared to a net loss of $52,120 for the year ended Dec.
31, 2015. As of Sept. 30, 2017, the Company had $9.25 million in
total assets, $11.82 million in total liabilities and a total
stockholders' deficit of $2.57 million.
Pritchett, Siler & Hardy, P.C., in Farmington, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that Grote
Molen, Inc., has incurred losses and negative cash flows from
operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern.
BLINK CHARGING: Files Amendment 9 to 4.6M Units Prospectus
----------------------------------------------------------
Blink Charging Co. filed a ninth amendment to its Form S-1
registration statement relating to a firm commitment public
offering of 4,600,000 units, each unit consisting of one share of
its common stock, $0.001 par value per share, and one warrant to
purchase one share of Common Stock, of Blink Charging Co., based on
the last reported price of the Common Stock as reported on the OTC
Pink Current Information Marketplace on Jan. 11, 2018, which was
$5.00 per share. The warrants included within the units are
exercisable immediately, have an exercise price of $ ___ per share,
150% of the public offering price of one unit, and expire five
years from the date of issuance.
The units will not be issued or certificated. Purchasers will
receive only shares of Common Stock and warrants. The shares of
Common Stock and warrants may be transferred separately,
immediately upon issuance. The offering also includes the shares
of Common Stock issuable from time to time upon exercise of the
warrants.
Blink Charging's Common Stock is presently quoted on the OTC Pink
Current Information Marketplace under the symbol "CCGI". The last
reported sales price for its Common Stock as reported on the OTC
Pink Current Information Marketplace on Feb. 2, 2018 was $7.55. The
Company has applied to have its Common Stock and warrants listed on
The NASDAQ Capital Market under the symbols "BLNK" and "BLNKW,"
respectively, which listing the Company expects to occur upon
consummation of this offering and is a condition of this offering.
No assurance can be given that the Company's application will be
approved. There is no established public trading market for the
warrants. No assurance can be given that a trading market will
develop for the warrants.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/TDjhRW
About Blink Charging Co.
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID),
formerly known as Car Charging Group, Inc. --
http://www.CarCharging.com/, http://www.BlinkNetwork.com/and
http://www.BlinkHQ.com/-- is a national manufacturer of public
electric vehicle (EV) charging equipment, enabling EV drivers to
easily charge at locations throughout the United States.
Headquartered in Florida with offices in Arizona and California,
Blink Charging's business is designed to accelerate EV adoption.
Blink Charging offers EV charging equipment and connectivity to the
Blink Network, a cloud-based software that operates, manages, and
tracks the Blink EV charging stations and all the associated data.
Blink Charging also has strategic property partners across multiple
business sectors including multifamily residential and commercial
properties, airports, colleges, municipalities, parking garages,
shopping malls, retail parking, schools, and workplaces.
The Company's name change to Blink Charging from Car Charging
Group, Inc., integrates the Company's largest operating entity,
Blink Network, and represents the thousands of Blink EV charging
stations that the Company owns and/or operates, and the Blink
network, the software that manages, monitors, and tracks the Blink
EV stations and all its charging data.
Car Charging reported a net loss attributable to common
shareholders of $9.16 million for the year ended Dec. 31, 2016,
compared with a net loss attributable to common shareholders of
$9.58 million for the year ended Dec. 31, 2015. As of Sept. 30,
2017, Blink Charging had $1.90 million in total assets, $67.79
million in total liabilities, $825,000 in series B convertible
preferred stock, and a $66.71 million total stockholders'
deficiency.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred net losses since
inception and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
BON-TON STORES: Proposes Sale Procedures for All Assets
-------------------------------------------------------
The Bon-Ton Stores, Inc., and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize bidding procedures
in connection with the sale of substantially all assets at auction
on an "as is" basis, and free and clear of any and all
encumbrances.
Like many other department store and retail companies, the Debtors
have faced adverse trends in the retail industry. Responding to
these headwinds, they engaged financial and restructuring advisors
in early 2017. While proactively managing their liquidity to
operate their business, they developed a turn-around Business Plan
to serve as the foundation for a value maximizing restructuring
alternative.
Towards that end, the Debtors are filing the Motion to execute
their restructuring objectives. First and foremost, they are
asking to reorganize under a chapter 11 plan that would keep their
business intact. The Reorganization Path contemplates converting a
substantial portion of the Second Lien Notes into equity of the
reorganized Debtors and the conversion of the remainder into new
second lien notes. The Reorganization Path, however, requires a
third party strategic sponsor to invest new capital, alongside a
new money investment by the Second Lien Noteholders, to assume
majority ownership of the reorganized Debtors.
To preserve and maximize the value of their estates, in the event
that they cannot find a strategic sponsor, the Debtors are
simultaneously pursuing a sale of all or substantially all of their
businesses. Ideally, the Sale Path will result in a
value-maximizing going concern sale of the entire company pursuant
to section 363 of the Bankruptcy Code. However, the Debtors are
offering all of their assets for sale in any number of combinations
and quantities.
Through the marketing and sales process, the Debtors ask to solicit
interest in their assets, on a broad scale and through all viable
channels, in an effort to generate the highest and best return for
creditors and estate constituents. In the event that the Debtors
determine, however, in consultation with the Consultation Parties,
that a Restructuring Term Sheet represents the highest and best
offer for their assets, the Debtors intend to pursue such
restructuring and, as appropriate, defer consideration of
standalone sale opportunities to the extent they are implicated
thereby.
Following the meeting on Jan. 10, 2018, at which the Ad Hoc Group
articulated the terms of the Restructuring Path, PJT Partners began
to contact potential third-party sponsors for a new money equity
investment consistent with the framework discussed among the Ad Hoc
Group and the Credit Facility lenders. Currently, there are
multiple parties active in the continued process, including a
number of merchants and landlords that have expressed interest in
participating in a potential transaction.
The Debtors intend to continue these discussions with these
potential investors, and perhaps others, post-petition through a
Court-approved sale process. They developed the Bidding Procedures
in consultation with their professional advisors, and designed the
Bidding Procedures to preserve flexibility in this marketing
process, solicit a full spectrum of value-maximizing alternatives,
and generate the greatest level of interest and the highest or best
value for the Assets.
By the Motion and in connection with the Bidding Procedures, the
Debtors ask authority, but not direction, to enter into a Stalking
Horse Agreement with an interested bidder to serve as the Stalking
Horse Purchaser for the Assets, with the consent of Bank of
America, N.A. as the DIP Administrative Agent on March 19, 2018.
A Stalking Horse Agreement may include, among other things: (a)
offers, memorialized in reasonably-detailed and supported term
sheet(s), from strategic or alternative investors interested in
acquiring an equity stake in the Debtors on terms acceptable to,
among others, the DIP Administrative Agent; (b) going concern
buyers interested in acquiring substantially all of the Assets, or
a subset(s) thereof, including, but not limited to, individual
leases, fee-owned real property, other personal property and
intellectual property held by the Debtors; and (c) liquidators (or
joint ventures thereof) interested in putting forth an equity bid
for substantially all of the Assets or a subset thereof.
In the event that they enter into any Stalking Horse Agreement that
they determine, in consultation with the Consultation Parties is in
the best interests of their and their estates, the Debtors will
file with the Court, and serve on the Sale Notice Parties. If, as
a condition to providing the Stalking Horse Bid, the Stalking Horse
Purchaser asks reasonable bid protections, the Debtors will ask
expedited consideration by the Court of appropriate bid
protections, including a reasonable break-up fee and expense
reimbursement for the Stalking Horse Purchaser, prior to the Bid
Deadline.
In the event that they determine, in consultation with the
Consultation Parties, to pursue the Restructuring Term Sheet as a
result of bids received by the Stalking Horse Deadline, the Debtors
will file a notice setting forth the material terms of such
Restructuring Term Sheet prior to the Bid Deadline. If, as a
condition to providing a Restructuring Term Sheet, an investor
sponsoring such Restructuring Term Sheet asks reasonable bid
protections, the Debtors will ask expedited consideration by the
Court of appropriate bid protections, including a reasonable
break-up fee and expense reimbursement for such proposed investor,
prior to the Bid Deadline.
The salient terms of the Bidding Procedures are:
a. Qualifying Bid: Other than in the case of (i) a bid
submitted by the Stalking Horse Purchaser or (ii) a credit bid
submitted by the DIP Administrative Agent or Prepetition ABL
Administrative Agent, a Qualifying Bidder must (1) state the
liabilities proposed to be paid or assumed; (2) specify the Assets
that are included in the bid; (3) identify with particularity each
and every executory contract and unexpired lease the assumption and
assignment of which is a condition to close the contemplated
transaction(s); (4) specify whether the Qualifying Bidder intends
to operate all or a portion of the Debtors' business as a going
concern, intends a full-chain liquidation, or contemplates the
ongoing operations of certain stores and the closing of others; and
(5) in the case of a bid that contemplates a full-chain
liquidation, a commitment to commence such liquidation by April 13,
2018, and in the case of a bid that contemplates a going concern
sale, a commitment to close the transactions contemplated by the
proposal by April 16, 2018.
b. Deposit: 10% of the purchase price
c. Bid Deadline: April 2, 2018 at 5:00 p.m. (ET)
d. In the event that a bid is determined not to be a
Qualifying Bid, the Qualifying Bidder will be notified by the
Debtors and will have until April 4, 2018 at 5:00 p.m. to modify
its bid to increase the purchase price or otherwise improve the
terms of the Qualifying Bid for the Debtors.
e. Right to Credit Bid: Any Qualified Bidder that has a valid
and perfected lien on any Assets of the Debtors' estates will have
the right to credit bid all or a portion of the value of such
Secured Creditor's claim.
f. Auction: April 9, 2018
g. Bid Increments: 2% of the Baseline Bid
h. Sale Hearing: April 11, 2018
The Bidding Procedures establish these key dates for the sale:
a. Assumption Notice Deadline: March 19, 2018
b. Deadline to Designate Proposed Stalking Horse Bid(s) (with
Consent of the DIP Administrative Agent): March 19, 2018
c. Deadline for Qualifying Bidder to Submit Revised Bid if its
Initial Bid was Not Deemed a Qualifying Bid: April 4, 2018 at 5:00
p.m. (ET)
d. Deadline for Debtors to Designate Baseline Bid: April 6,
2018
e. Contract Objection Deadline: April 9, 2018 at 4:00 p.m.
(ET)
f. Sale Objection Deadline: April 9, 2018 at 4:00 p.m. (ET)
g. Deadline to File Notice of Successful Bidder: As soon as
reasonably practicable upon completion of Auction
h. Deadline to Serve Notice of Successful Bidder and
Successful Bidder's Adequate Assurance Information: April 11, 2018
i. Debtors' Deadline to Reply to Sale Objections: April 12,
2018 at 12:00 Noon (ET)
j. Adequate Assurance Objection Deadline for Successful
Bidders Other Than the Stalking Horse Bidders and for Additional
Contracts: Not later than two hours prior to the commencement of
the Sale Hearing
k. Sale Hearing (if the Successful Bid is for a going concern
sale): April 16, 2018
The Debtors will serve the Sale Notice upon all Sale Notice
Parties.
To facilitate the Sale, the Debtors ask authority to assume and
assign to any Successful Bidder the Assumed Contracts in accordance
with the Assumption and Assignment Procedures.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/Bon-Ton_Stores_18_Sales.pdf
The Debtors' decision to consummate the Sale represents a
reasonable exercise of their business judgment. The Sale conducted
in accordance with the Bidding Procedures represents the best path
forward for maximizing recoveries to such estates, the Debtors'
creditors, and all parties in interest, given both the open nature
of the proposed process and the need for a Sale to occur given the
Debtors' current financial circumstance. Accordingly, they ask the
Court to approve the relief sought.
The Debtors ask the Court to waive the 12-day stay imposed by
Bankruptcy Rule 6004(h) and 6006(d) to the extent applicable.
About The Bon-Ton Stores
The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/--
with corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, operates 256 stores, which includes nine furniture
galleries and four clearance centers, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and
Younkers nameplates. The stores offer a broad assortment of
national and private brand fashion apparel and accessories for
women, men and children, as well as cosmetics and home
furnishings.
The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D.
Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed
by Executive Vice President and CFO Michael Culhane, the Debtor
disclosed total assets at $1.58 billion and total debt at $1.74
billion.
The Bon-Ton Stores tapped PAUL, WEISS, RIFKIND, WHARTON & GARRISON
LLP as counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as co-counsel;
PJT PARTNERS LP as investment banker; AP SERVICES, LLC, as
financial advisor; A&G REALTY PARTNERS LLC, as real estate advisor;
and PRIME CLERK LLC, as claims agent.
BURGESS MACHINERY: Court Approves Disclosure Statement
------------------------------------------------------
A Small Business Chapter 11 Plan of Reorganization was filed on
December 21, 2017, by Debtor Burgess Machinery, LLC. The U.S.
Bankruptcy Court for the Southern District of Indiana, after
reviewing the case, finds that the plan provides adequate
information and that a separate disclosure statement is not
necessary.
A hearing to consider confirmation of the plan and any objection or
modification to the plan was held on February 1, 2018.
About Burgess Machinery
Headquartered in Indianapolis, Indiana, Burgess Machinery, LLC,
owns and operates its business as a heavy equipment servicer, heavy
equipment rentals, parts and sales. In addition, Burgess provides
shop and field service on most construction equipment as well as
material handlers.
Burgess Machinery filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ind. Case No. 17-01019) on Feb. 24, 2017, estimating
its assets at between $1 million and $10 million. Doyle Burgess,
owner/managing member, signed the petition. Judge James M. Carr
presides over the case. David R. Krebs, Esq., at Hester Baker
Krebs LLC serves as the Debtor's bankruptcy counsel.
CALVARY COMMUNITY: Lender Seeks Appointment of Chapter 11 Trustee
-----------------------------------------------------------------
Lender, Assemblies of God Loan Fund, asks the U.S. Bankruptcy Court
for the District of Nevada to appoint a Chapter 11 trustee for the
bankruptcy case of Calvary Community Assembly of God, Inc. in order
to move the case forward towards confirmation, dismissal, or
conversion.
The Debtor borrowed $3,403,500 from Lender and defaulted on its
obligations under the Loan in 2016. Prior to the petition date, the
Debtor approached the Lender in an effort to resolve the Loan
default by proposing to sell a portion of the Property to an
interested buyer. Presumably, when that did not work out, the
Debtor initiated this bankruptcy proceeding. The Lender claims that
the Debtor's case is relatively simple since it has a single
secured lender and relatively few creditors. As of the deadline for
filing proofs of claims, there are only seven filed, including the
Lender's claim.
Upon filing its Petition, the Debtor related to the Lender that it
would have a plan on file by Summer 2017 and said the plan would
contemplate paying the Lender based on a proposed sale of a portion
of the Property to an undisclosed interested buyer. That was seven
months ago, and during that period, the Lender notes that the
Debtor has done absolutely nothing to move its case along.
Despite telling Lender of its intention to file a plan by Summer,
2017, the Debtor instead filed a motion with the Court on October
25, 2017 to extend exclusivity. The exclusivity motion requested
until November 24, 2017 to file a plan with the Court. The Debtor
did file a short plan by November 24, 2017. However, the Debtor
failed to file a disclosure statement to accompany the plan. At the
November 29, 2017 hearing, the Debtor explained that it did not
believe a disclosure statement was required, but would certainly
file one, which it did on November 29, 2017.
The Debtor's disclosure statement is a mere six-page, bare-bones
filing akin to an 11th hour petition filed to stop a foreclosure.
The disclosure statement also references a "purchase offer: There
is an offer that has been presented to purchase 138-14-601-013 and
a portion of 138-14-601-014, which are both unimproved parcels for
$992,800, or for 138-14-601-013 alone for over $650,000," which is
presumably the same purchase offer the Debtor has been touting
since late 2016. However, the Debtor has yet to file a motion for
approval of the sale of property with the Court. Thus, no party,
including the Lender, has any information related to this "purchase
offer."
The disclosure statement also paints a picture of drastic
reorganization within the Debtor, including reorganization of
employees and changes in operations -- a restructured staff and
reduced salaries and benefits by over $100,000. However, the
representations in the disclosure statement are inconsistent with
the testimony from the examinations Lender took of the Debtor's
managing board.
The Lender has conducted discovery and discovered that the Debtor
has no prospects for a plan of reorganization or even a workable
budget. Ms. Nikki Ashmore, the treasurer for the Board, testified
at her deposition that the Debtor's current budget will be short by
$500,000 on a budget of total income of $1.8 million.
Specifically, Ms. Ashmore testified that Pastor Bruce Morris had
financially operated the Debtor with no oversight from the Debtor's
Board, that the salaries were much too high compared to the amount
of money that the Debtor was receiving, that pre-petition they did
not have a budget in place until March 2017, and that many of the
employees of the Debtor are family members of Pastor Morris.
Indeed, pre-petition, Pastor Morris' family was receiving a
combined $300,000 in salaries and benefits, where the total income
was $1.8 million -- meaning, Pastor Morris' family alone was
receiving approximately 20% of all income that the Debtor received.
Post-petition, the Debtor has eliminated several positions, but
they are still faced with a $500,000 deficit in their budget.
However, the Lender complains that the bare-bones disclosure
statement addresses none of these issues, ignores the realities of
the case and instead pushes forward with gross generalizations. And
there has been no opportunity to discuss these issues with the
Court because the Debtor has failed to schedule a hearing for
approval of the disclosure statement, despite filing the disclosure
statement in November. Thus, at this rate, it will likely be March
before the Court hears argument on the disclosure statement. And
that delay is uncalled-for and unnecessary given the facts of the
case.
Accordingly, the Lender asserts that creditors need a Chapter 11
trustee to perform the necessities of this case, to wit:
(1) A trustee is needed to employ the Debtor's accounting
company or to hire a new one if necessary.
(2) A trustee is needed to properly notice a hearing related
to approval of the disclosure statement.
(3) A trustee is needed to revise the disclosure statement,
and eventually the plan, to make it consistent with the realities
of the case and to add the detail necessary for creditors to make
informed decisions.
(4) To the extent there really is a party interested in buying
a portion of the estate, a trustee is needed to request from the
Court permission to hold the sale.
(5) A trustee is needed to assess the Debtor (or hire someone
who can), set up a realistic budget, and have someone run the
day-to-day operations instead of the current management that has
run the Debtor without oversight for so many years.
(6) A trustee is needed to file timely monthly operating
reports. As it stands now, there has been nothing filed since
August 2017, so creditors are currently in the dark as to the
Debtor's operations, cash flow, income, or expenses.
Attorneys for Assemblies of God Loan Fund:
Robert R. Kinas, Esq.
Blakeley E. Griffith, Esq.
Charles E. Gianelloni, Esq.
SNELL & WILMER L.L.P.
3883 Howard Hughes Parkway, Suite 1100
Las Vegas, NV 89169
Telephone: (702) 784-5200
Facsimile: (702) 784-5252
Email: rkinas@swlaw.com
bgriffrth@swlaw.com
cgianelloni@swlaw.com
About Calvary Community Assembly of God, Inc.
Calvary Community Assembly of God -- http://www.ccalv.org/-- is a
Pentecostal Church in Las Vegas Nevada. This Assemblies of God
church serves Clark County NV -- Pastor Bruce A Morris. Calvary
Community Church is located on an 11-acre campus at 2900 N. Torrey
Pines Drive, just a few blocks off the I-95 freeway. In September
2004, Pastor Bruce and Donita Morris began their time serving
Calvary.
Calvary Community Assembly of God, Inc., based in Las Vegas, NV,
filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on
June 28, 2017. Angela J. Lizada, Esq., at Lizada Law Firm Ltd.,
serves as bankruptcy counsel.
In its petition, the Debtor estimated $11.04 million in assets and
$3.53 million in liabilities. The petition was signed by Bruce A.
Morris, its pastor.
CAPITAL TRANSPORTATION: Court Disapproves Plan Outline
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida on
Jan. 25 issued an order disapproving "without prejudice" Capital
Transportation, Inc.'s disclosure statement, which explains its
proposed Chapter 11 plan.
The court ordered the company to file an amended disclosure
statement and plan of reorganization.
About Capital Transportation
The Debtor is a corporation with the sole business of providing
taxi cab services in the Tallahassee, Florida area. For the most
part, the Debtor's ability to function relies upon obtaining
services from other, related corporate entities, including
dispatching and the leasing of many of its vehicles. For this
reason, the Debtor's assets are not particularly extensive, and its
value as a going concern would be sharply limited if withdrawn from
the network of services upon which it relies.
On or about February 17, 2015, a judgment was entered against the
Debtor by the United States District Court for the Northern
District of Florida in the amount of $250,000.00. On or about May
4, 2016, a further judgment for attorney's fees was entered against
the Debtor in the amount of $101,315.00. The weight of outstanding
judgments in the combined amount of $351,315 threatened the
Debtor's ability to operate profitably or otherwise, and the
proposed class treatment reflects the Debtor's good faith proposal
to make legitimate headway on its debt service while remaining
viable in the marketplace, taking into account the Debtor's
questionable liquidation value.
Capital Transportation, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on Feb.
10, 2017. John Camillo, president, signed the petition. The
Debtor estimated assets of less than $500,000 and liabilities of $1
million. David A. Ray, P.A., is serving as counsel to the Debtor.
No official committee of unsecured creditors has been appointed.
CAREVIEW COMMUNICATIONS: Modifies Loan Agreement with PDL
---------------------------------------------------------
CareView Communications, Inc., a Nevada corporation, CareView
Communications, Inc., a Texas corporation and a wholly owned
subsidiary of the Company (the "Borrower"), CareView Operations,
L.L.C., a Texas limited liability company and a wholly owned
subsidiary of the Borrower (the "Subsidiary Guarantor"), and PDL
Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.), in
its capacity as administrative agent and lender under the Credit
Agreement dated as of June 26, 2015, as amended, by and among the
Company, the Borrower and the Lender, entered into a Modification
Agreement, effective as of Dec. 28, 2017, with respect to the
Credit Agreement in order to modify certain provisions of the
Credit Agreement and Loan Documents to prevent an Event of Default
from occurring.
In addition, the Company entered into certain consents and
amendments with respect to other existing agreements on Feb. 2,
2018 in connection with the execution of the Modification
Agreement.
Modification Agreement
Under the Modification Agreement, the parties agreed that (i) the
Borrower would not make the principal payment due under the Credit
Agreement on Dec. 31, 2017 until the end of the Modification
Period, (ii) the Borrower would not pay the principal installments
due at the end of each calendar quarter during the Modification
Period and (iii) because the Borrower's Liquidity (as defined in
the Credit Agreement) was anticipated to fall below $3,250,000, the
Liquidity required during the Modification Period would be lowered
to $2,500,000. The Lender agreed that the occurrence and
continuance of any of the Covered Events will not constitute Events
of Default for a period from Dec. 28, 2017 through the earliest to
occur of (a) any Event of Default under any Loan Documents that
does not constitute a Covered Event, (b) any event of default under
the Modification Agreement, (c) the Lender's election, in its sole
discretion, to terminate the Modification Period on May 31, 2018 or
Sept. 30, 2018 (with each such date permitted to be extended by the
Lender in its sole discretion) by delivering a written notice to
the Borrower on or prior to such date, or (d) Dec. 31, 2018.
In consideration of the Lender's entry into the Modification
Agreement, the Company and the Borrower agreed:
* to concurrently amend and restate the warrant to purchase
4,444,445 shares of the Company's common stock that the
Company issued to the Lender on June 26, 2015 and amended and
restated on Oct. 7, 2015, to reduce the exercise price per
share from $0.40 to $0.0273, the latest over-the-counter
closing bid price of the common stock available as of the
time of signing of the Modification Agreement;
* to concurrently make a conforming amendment and restatement
of the registration rights agreement dated June 26, 2015
pursuant to which the Company had agreed to provide the
Lender with certain registration rights with respect to the
shares of common stock issuable upon exercise of the Amended
Lender Warrant;
* to concurrently provide a written consent and acknowledgement
from each holder of the notes issued pursuant to the
HealthCor Debt Documents, in the form of the Consent and
Amendment to Note and Warrant Purchase Agreement and
Subordination and Intercreditor Agreement by and among the
Company, the Borrower, the Lender and those noteholders (i)
confirming that any lien of those noteholders would be
automatically released in the event of a sale of the
Borrower's hospital assets, (ii) reaffirming such
noteholders' obligations under the Subordination and
Intercreditor Agreement dated as of June 26, 2015 and (iii)
consenting to certain potential issuances of the Company's
capital stock and cash payments to the Lender pursuant to the
Modification Agreement;
* to concurrently provide a written amendment to the Company's
Promissory Note to Rockwell Holdings I, LLC dated as of
Jan. 31, 2017, pursuant to which Rockwell agrees that no more
than 50% of each quarterly principal payment will be made in
respect of the Rockwell Note from Jan. 1, 2018 through the
termination of the Modification Period;
* that the Borrower will obtain (i) at least $2,250,000 in net
cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt (each such term as
defined in the Credit Agreement) on or prior to Feb. 23, 2018
and (ii) an additional $3,000,000 in net cash proceeds from
the issuance of Capital Stock (other than Disqualified
Capital Stock) or Debt on or prior to May 31, 2018 (resulting
in aggregate net cash proceeds of at least $5,250,000);
provided that any Debt will be subordinated to the Loans (as
defined in the Credit Agreement) under the Credit Agreement;
* that in the event of any sale or transfer of assets of the
Borrower or the Company other than a sale of all or
substantially all of the assets of the Borrower and its
subsidiaries, all of the net proceeds of such sale or
transfer will be first applied to repay all amounts owed
under the Loan Documents;
* that in the event that the Borrower separates or transfers
its senior care business, including but not limited to a sale
to, or merger with, a third party of the senior care business
or otherwise establishes a senior care business, or in the
event that the Borrower disposes of substantially all
business divisions other than the senior care business such
that the Borrower's remaining assets consist substantially of
the Borrower's senior care business, the Lender will be
issued 7.5% of the equity in such senior care business on a
fully diluted basis, which Equity Grant will be in addition
to any interests represented by warrants held by the Lender;
provided, however, that in the event of a sale of the senior
care business to an unrelated third party, the Lender will be
paid 7.5% of the equity value of such business in cash or in
the same equity securities received by Borrower or its equity
holders from the purchaser of the senior care business;
* that if all amounts owed to the Lender under the Loan
Documents have been paid in full on or prior to Dec. 31, 2018
(even if the Equity Grant has occurred first), then the Equity
Grant (or, as the case may be, a payment in cash or equity
received from a purchaser) will have a value, or will be
equitably adjusted to have a value, that is equal to the
lesser of 7.5% of the equity in the senior care business or
$5,000,000;
* that in the event of any sale of all or substantially all of
the assets of the Borrower and its subsidiaries at a time
when amounts under the Loan Documents remain outstanding,
then (i) the net proceeds of such sale or transfer will be
applied to repay all amounts owed under the Loan Documents
and (ii) the Lender will be paid $5,000,000 in cash from the
proceeds of such sale or transfer; provided, however, that no
such payment will be made if the Lender has previously
received a cash payment or equity from a purchaser in respect
of the Equity Grant; and, provided, further, that the Equity
Grant will be automatically terminated if such a $5,000,000
cash payment is made;
* that the Borrower will reduce its operating expenses compared
to those incurred in October 2017 by at least (i) $113,000
for January 2018, (ii) $148,000 for February 2018 and (iii)
$167,000 for each other month for the duration of the
Modification Period; and
* to grant the Lender observation rights with respect to
meetings of the board of directors of the Company and to have
the chief executive officer of the Company and a specified
member of the board of directors participate in monthly calls
with the Lender to discuss updates with respect to the
Borrower's business.
Lender Consent to Agreements with Rockwell;
Amendments to Rockwell Agreements
Concurrently with the execution of the Modification Agreement on
Feb. 2, 2018, the Company, the Borrower and the Lender entered into
a Consent to Credit Agreement, pursuant to which the Lender
consented to (i) the Company's purchase of Rockwell's interests in
two joint ventures as of Jan. 31, 2017, as described in the
Company's Form 8-K filed with the Securities and Exchange
Commission on Feb. 2, 2017, and (ii) the Company's issuance of the
Rockwell Note as consideration for that purchase.
In consideration of the Lender Consent, the Company entered into
the Rockwell Note Amendment on Feb. 2, 2018, pursuant to which
Rockwell agreed to defer $50,000 of each $100,000 quarterly payment
due under the Rockwell Note from Jan. 1, 2018 through the
termination of the Modification Period.
In consideration of the Rockwell Note Amendment, the Company and
Rockwell entered into an Amendment to Common Stock Purchase Warrant
on Feb. 2, 2018, amending the warrant to purchase up to 1,151,206
shares of common stock of the Company, originally issued to
Rockwell as of Nov. 16, 2009 and reissued as of Jan. 31, 2017, to
reduce the exercise price per share from $0.52 to $0.05.
About CareView Communications
Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com/-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to improve
hospital communications and operations, and patient education and
entertainment packages. Its proprietary, high-speed data network
system is the next generation of patient care monitoring that
allows real-time bedside and point-of-care video monitoring
designed to improve patient safety and overall hospital costs. The
entertainment packages and patient education enhance the patient's
quality of stay.
CareView reported a net loss of $18.66 million in 2016 following a
net loss of $16.35 million in 2015. As of Sept. 30, 2017, CareView
had $14.32 million in total assets, $71.54 million in total
liabilities, and a total stockholders' deficit of $57.21 million.
CARVER BANCORP: Promotes Isaac Torres to SVP & General Counsel
--------------------------------------------------------------
Carver Bancorp, Inc., the holding company for Carver Federal
Savings Bank, has promoted Isaac Torres to senior vice president,
general counsel and corporate secretary. Mr. Torres has served as
the Company's first vice president, assistant general counsel and
corporate secretary since June 2014. In his expanded role he will
carry additional responsibility for the legal, regulatory, and
corporate governance functions at the Company, and will report
directly to Michael T. Pugh, president, chief executive officer and
director of the Company.
"Isaac has demonstrated exceptional skill and talent in his legal
work, particularly in the areas of corporate governance and
compliance," remarked Mr. Pugh. "He has brought to bear a strong
combination of experience both in corporate and banking law, as
well as community development -- all of which have made him an
exceptional asset to our senior leadership team. We congratulate
him and look forward to his contributions to the Company in the
years ahead."
Prior to joining Carver, Mr. Torres was assistant vice president
and assistant corporate secretary of MetLife, Inc. Before his
tenure at MetLife, he was an attorney with the Wall Street firm of
Hawkins Delafield & Wood LLP, where he practiced in the areas of
public finance and economic development. Mr. Torres began his
career with the New York City Mayor's Office of Management & Budget
and was later appointed budget director of the New York City
Department of Design & Construction.
Mr. Torres is a graduate of St. John's University Law School, and
is admitted to practice in New York and New Jersey. He is a member
of the New York City Bar Association, the Association of Corporate
Counsel and the Society of Corporate Secretaries & Governance
Professionals. He received a BA in Political Science from Stony
Brook University and an MS in Management & Policy Analysis from the
New School for Social Research, where he was an Alfred P. Sloan
Fellow.
About Carver Bancorp
Carver Bancorp, Inc., is the holding company for Carver Federal
Savings Bank, a federally chartered stock savings bank. Carver --
http://www.carverbank.com/-- was founded in 1948 to serve
African-American communities whose residents, businesses, and
institutions had limited access to mainstream financial services.
In light of its mission to promote economic development and
revitalize underserved communities, Carver has been designated by
the U.S. Department of the Treasury as a community development
financial institution. Carver has nine full-service branches in
the New York City boroughs of Brooklyn, Manhattan, and Queens.
Carver reported a net loss of $2.85 million on $26.12 million of
total interest income for the year ended March 31, 2017, compared
to a net loss of $1.76 million on $26.56 million of total interest
income for the year ended March 31, 2016. As of Sept. 30, 2017,
Carver had $666.39 million in total assets, $619.72 million in
total liabilities and $46.67 million in total equity.
Carver received a letter from the Nasdaq Stock Market on July 17,
2017 stating that the Company is not in compliance with Nasdaq
Listing Rule 5250(c)(1) because it did not timely file its Annual
Report on Form 10-K for the period ended March 31, 2017, with the
U.S. Securities and Exchange Commission.
CC CARE LLC: Hires Meyer Magence as Special Counsel
---------------------------------------------------
CC Care LLC, and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Meyer Magence, Attorney at Law, as special counsel to the Debtor.
CC Care LLC requires Meyer Magence to provide legal services in
relation to the following:
-- Illinois Department of Public Health regulations; resident
discharges;
-- investigations conducted by the Illinois Department of
Financial and Professional Regulation; and,
-- employment issues including, but not limited to, matters
before the Illinois Department of Human Rights, Illinois
Department of Labor, and the Federal Equal Opportunity
Employment Commission.
Meyer Magence will be paid at the hourly rate of $300.
Prior to the Petition Date, Meyer Magence performed legal services
on behalf of the Debtors, excluding Debtors CT Care, LLC and JLM
Financial Healthcare, LP. As of the Petition Date, CT Care and JLM
Financial owed Meyer Magence the amount of $30,298.50.
Meyer Magence will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Meyer Magence, partner at the firm, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Meyer Magence can be reached at:
Meyer Magence, Esq.
MEYER MAGENCE, ATTORNEY AT LAW
4711 Golf Road, Suite 200
Skokie, IL 60076
Tel: (847) 679-0008
About CC Care LLC
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Ill.
FT Care Frankfort Terrace Nursing Center, Frankfort, Ill.
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill.
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, their manager and
designated representative, signed the petitions. The cases are
jointly administered under Case No. 17-32406 and assigned to Judge
Janet S. Baer.
At the time of filing, CC Care estimated $1 million to $10 million
in assets and liabilities.
The Debtors tapped Burke Warren Mackay & Serritella P.C. as
bankruptcy counsel; and Meyer Magence, Attorney at Law, as special
counsel.
On Nov. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
CENVEO INC: Final Hearing on DIP Financing Set for March 6
----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will hold a final hearing on Cenveo,
Inc., and its affiliates' senior secured priming superpriority
financing on March 6, 2018, at 10:00 a.m. (prevailing Eastern
Time).
The Court granted the Debtors interim approval to obtain financing
from Bank of America, N.A., as ABL Agent, and a syndicate of
financial institutions as ABL Lenders, and Wilmington Savings Fund
Society, FSB, as DIP Term Agent, and a syndicate of financial
institutions as DIP Term Lenders.
The Debtors are authorized, effective as of the close of the
interim hearing, to immediately borrow, incur and guarantee on a
joint and several basis, (a) the Postpetition ABL obligations, and
the guarantors are authorized to guaranty the ABL Obligations
including without limitation all ABL Obligations, up to an
aggregate amount equal to the sum of $190 million (inclusive of the
Prepetition ABL Obligations) for the interim financing period,
including (i) approximately $16,565,586 with respect to all
obligations relating to Letters of Credit (inclusive of all
Prepetition ABL Obligations with respect to Letters of Credit,
which are deemed to have been issued or provided, as applicable,
under the ABL Credit Agreement and the other ABL Loan Documents),
plus (ii) all interest, Bank Products, costs, fees, and expenses
accrued or accruing under the ABL Credit Agreement and other ABL
Loan Documents, all pursuant to the terms and conditions of this
Interim Order, the ABL Credit Agreement and the other ABL Loan
Documents, and (b) the DIP Term Loans in the principal amount of
$100 million (after taking into account any original issue
discount), of which $50 million (after taking into account any
original issue discount).
To obtain liquidity critical to funding its operations and these
chapter 11 cases, Cenveo completed an exhaustive marketing process
to solicit proposals for debtor-in-possession financing from
members of the First Lien Noteholder Group, the Prepetition ABL
Lenders, Brigade, in its capacity as cross-over lender under the
First and Second Lien Notes, an institution holding the entire
amount outstanding under the FILO Notes and a majority of the
amount outstanding under the Unsecured Notes, and five other
institutions.
This exhaustive process was ultimately successful, culminating in a
$190 million ABL DIP Facility provided by the Prepetition ABL
Lenders and a new $100 million DIP Term Facility backstopped by
more than a majority of the holders of First Lien Notes. The DIP
Term Facility will pay down, and create availability under, the ABL
DIP Facility. In turn, the availability under the ABL DIP Facility
will provide sufficient liquidity to fund these Chapter 11 cases
and Cenveo's general corporate operations, support foreign
operations, finance operational restructuring and cost-savings
initiatives, and, importantly, make payments to Cenveo's vendors
and other participants in Cenveo's supply chain. Cenveo firmly
believes that approval of the DIP Facilities will maximize value
for Cenveo's stakeholders and is a sound exercise of the
Cenveo's sound business judgment.
ABL DIP Facility
The Loans will bear interest, at the option of the borrower, at one
of these rates:
-- if a Base Rate Loan, at the Base Rate plus the 1.75%; or
-- if a Eurodollar Rate Loan, at the Eurodollar Rate for the
interest period in effect for the borrowing plus the
2.75%.
If any principal of or interest on any Revolving Loan or any fees
or other amount payable by the borrower is not paid when due,
whether at stated maturity, upon acceleration or otherwise, the
overdue amount will bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue
principal of, or interest on, any Revolving Loan, 2% plus the rate
otherwise applicable to such Revolving Loan or (ii) in the case of
any other amount, 2% plus the rate applicable to Base Rate Loans.
The loan's term is until the earliest of: (a) nine months from the
Commencement Date; (b) 40 days (or at a later date as the ABL Agent
and Required Lenders after the entry of the Interim Order if the
final court order has not been entered prior to the expiration of
the 40-day period; or (c) the Effective Date of the Plan.
The borrower must achieve each of these milestones:
-- file a plan of reorganization that provides for the
payment in full, in cash, of the obligations upon the
effective date of the Plan and related disclosure
statement with the Court by April 2, 2018;
-- the Court to commence hearing on the order to confirm the
Plan by July 2, 2018;
-- the effective date of the Plan to occur by July 20, 2018;
and
-- the ABL Agent may agree to extend any of the dates set
forth by up to 60 calendar days, with the approval of the
Required Lenders.
The challenge period is (a) 75 calendar days from the date of entry
of the interim court order and (b) 60 calendar days from the date
of appointment of any Committee; provided, however, that nothing in
the interim court order will permit any party to challenge the
extent or validity of the Postpetition ABL Obligations or any liens
that secure the Postpetition ABL Obligations.
Repayment features are:
-- repayment of approximately $190 million of the ABL
Facility;
-- the borrower promises to pay all Revolving Loans, together
with all other amounts owed hereunder with respect thereto
on the Maturity Date;
-- the borrower may at any time terminate, or from time to
time reduce, the Revolving Commitments; provided that any
such reduction will be in an amount that is an integral
multiple of $1 million; and
-- if Aggregate Exposures at any time exceeds Line Cap then
in effect, mandatory prepayment of the excess with
interest.
In order to secure the DIP Obligations, effective immediately upon
entry of the interim court order, the DIP Agents, for the benefit
of themselves and the DIP Lenders, are granted pursuant to the
interim court order, as of the Commencement Date, continuing,
valid, binding, enforceable, non-avoidable, and automatically and
properly perfected security interests in and liens, in and upon all
DIP Collateral.
The ABL Liens securing the DIP Obligations will be first and senior
in priority to all other interests and liens of every kind, nature
and description, whether created consensually, by an order of the
Court or otherwise, including, without limitation, liens or
interests granted in favor of third parties in conjunction with
Sections 363, 364 or any other section of the U.S. Bankruptcy Code
or other applicable law; provided, however, that:
(a) the ABL Liens on the (i) ABL Priority Collateral will be
subject only to (A) Permitted ABL Liens, and (B) the Carve
Out, and (ii) Term Priority Collateral, will be subject to
(A) the DIP Term Liens and (B) the First Lien Notes
Adequate Protection Liens; and
(b) the DIP Term Liens on the (i) Term Priority Collateral
will be subject only to (A) Permitted Term Liens, and (B)
the Carve Out, and (ii) ABL Priority Collateral, will be
subject to (A) the ABL Liens, (B) the ABL Replacement
Lien, (C) the FILO Noteholder Replacement Lien, (D) the
ABL Prepetition Liens, (E) the FILO Prepetition Liens and
(F) the Carve Out.
DIP Term Facility
Initial Term Loan Commitment is $50 million.
The borrower may request up to three separate Delayed Draw Loans in
an aggregate principal amount not to exceed the lesser of $10
million and the Aggregate Loan Commitments in effect at such time.
The loan's term is until the earliest to occur of: (a) the date
that is nine months after the Petition Date; (b) the date of
consummation of any sale of all or substantially all of the assets
of the Loan Parties pursuant to Section 363 of the Bankruptcy Code;
(c) the date that is 40 calendar days after the Petition Date, if
the final court order has not been entered by the Court on or
before the date; (d) the date on which the Loans will become due
and payable and Commitments terminated upon acceleration pursuant
to Article 8 of the DIP Term Loan Agreement and (e) the Effective
Date.
The loans will bear interest, at the option of the borrower, at one
of these rates:
-- if a Base Rate Loan, at the Base Rate plus the 7.00%; or
-- if a Eurodollar Rate Loan, at the Eurodollar Rate for the
Interest Period in effect for such Borrowing plus the
8.00%.
If any principal of or interest on any Revolving Loan or any fees
or other amount payable by the borrower is not paid when due,
whether at stated maturity, upon acceleration or otherwise, the
overdue amount will bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue
principal of, or interest on, any Revolving Loan, 2% plus the rate
otherwise applicable to such Revolving Loan or (ii) in the case of
any other amount, 2% plus the rate applicable to Base Rate Loans.
The Debtors must achieve each of these milestones:
-- obtain entry of the interim court order within five
business days of the Commencement Date;
-- obtain entry of the final court order within 45 calendar
days of the Commencement Date;
-- file Plan and Disclosure Statement with the Court within
60 calendar days of the Commencement Date;
-- obtain entry of an order approving the Disclosure
Statement within 115 calendar days of the Commencement
Date;
-- obtain entry of an order approving assumption of the
Restructuring Support Agreement within 115 calendar days
of the Commencement Date;
-- obtain entry of the Confirmation Order within 150 calendar
days of the Commencement Date; and
-- occurrence of the Effective Date within 20 days of entry
of the Confirmation Order.
Repayment features are:
-- the borrower will pay the then unpaid principal amount of
each Loan on the Maturity Date.
-- the borrower may voluntarily prepay the Loans from time to
time provided that each prepayment (i) will be accompanied
by a cash payment of all accrued and unpaid interest on
the principal amount of Loans being prepaid, (ii) be in an
integral multiple of $100,000, (iii) be made
simultaneously with a payment in full of cash of the 6%
Notes, (iv) be otherwise be made in accordance with the
DIP Term Loan Credit Agreement and (v) be accompanied by a
customary make-whole payment.
-- upon receipt by any Loan Party or any of its Subsidiaries
of any Net Cash Proceeds then, subject to the court orders
and within 3 business days of receipt, an amount equal to
100% of the Net Cash Proceeds will be immediately used to
prepay Loans.
Adequate Protection For The Loans
As adequate protection, the lenders will be granted:
-- the adequate protection liens, including a first priority
lien on and security interest in unencumbered property, a
junior lien on all encumbered property that is not
Prepetition Collateral, and a priming lien on and security
interest in all Prepetition Collateral;
-- a superpriority administrative expense claim pursuant to
Section 507(b) of the Bankruptcy Code;
-- the First Lien Noteholders' fees and expenses payable on
account of: (a) the First Lien Notes Trustee; (b) one
legal counsel; and (c) the First Lien Noteholder Group's
legal and financial advisors; and
-- the FILO Noteholders' fees and expenses payable on account
of: (a) the FILO Notes Trustee and (b) one legal counsel.
Copies of the court order and the Debtors' motion are available
at:
http://bankrupt.com/misc/nysb18-22178-51.pdf
http://bankrupt.com/misc/nysb18-22178-18.pdf
About Cenveo
Headquartered in Stamford, Connecticut, Cenveo (NASDAQ: CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions. The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution. With a worldwide distribution
platform, we pride ourselves on delivering quality solutions and
services every day for our more than 100,000 customers.
After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018. The Chapter 11 filing does not include foreign
entities, such as those located in India.
As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.
In the Chapter 11 cases, the Debtors tapped KIRKLAND & ELLIS LLP,
as counsel; ROTHSCHILD, INC., as investment banker; ZOLFO COOPER
LLC, as restructuring advisors; and PRIME CLERK LLC, as claims
agent.
CHARLESTON NEWSPAPERS: Court Okays Sale Protocol, Bids Due March 6
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia has entered an order approving procedures for the auction
and sale of The Charleston Gazette-Mail and related assets, reports
Lacie Pierson, staff writer for the Charleston Gazette-Mail.
According to the report, Bankruptcy Judge Frank Volk set this
timeline:
-- Bids are due March 6;
-- An auction will be held March 8;
-- A hearing to approve the sale is set for March 9; and
-- Closing of the sale is by March 31.
The report says Judge Volk held that companies placing bids to
purchase the Charleston Gazette-Mail won't have to include
provisions as to how they intend to treat current employees once
they own the paper. The judge said he wanted to make sure all of
the entities that place bids to purchase the Charleston
Gazette-Mail were on even footing with Ogden Newspapers, the
highest bidder leading up to bankruptcy proceedings.
The report notes that Wheeling-based Ogden Newspapers has submitted
the highest bid so far of $10.9 million. Ogden owns more than 40
daily newspapers nationwide.
Norman W. Shumate III, President and Chief Financial Officer of
Charleston Newspapers, said in a declaration dated Jan. 30 that the
Debtors on Jan. 29, 2018, entered into a Stalking Horse APA with a
Stalking Horse Bidder. That deal evidences a value-maximizing bid
with an all-in value of not less than $11,261,000 (including
so-called Non-Competition Payments), plus assumption of certain
liabilities, including applicable cure amounts relating to the
assumption and assignment of executory contracts.
Mr. Shumate did not name the stalking horse bidder.
In January, The Denver Post reported that a federal judge has
upheld an arbitrator's ruling that ordered Charleston Newspapers to
pay nearly $3.8 million to MediaNews Group, the former owners of
the Charleston Daily Mail. The figure represented the profit from
the Charleston Newspapers' sale of the Daily Mail, including its
internet address, and other fees and costs.
Earlier in January, a MediaNews Group official disclosed in court
documents that negotiations were ongoing with an undisclosed bidder
to purchase the Gazette-Mail, the Denver Post added.
About Charleston Newspapers
Charleston Newspapers is a locally owned newspaper, periodical,
book, and directory publisher in Charleston, West Virginia. It
operates and publishes the Charleston Gazette-Mail, a Pulitzer
Prize-winning, state capital newspaper that dates back to 1873. The
Charleston Gazette-Mail primarily serves West Virginia's capital
city of Charleston, and Kanawha and Putnam Counties.
Daily Gazette Company, Daily Gazette Holding Company, LLC,
Charleston Newspapers Holdings, L.P., Daily Gazette Publishing
Company, LLC, Charleston Newspapers, and G-M Properties, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. S.D. W.Va. Lead Case
No. 18-20028) on Jan. 30, 2018.
The Hon. Frank W. Volk presides over the case.
Joe M. Supple, Esq., at Supple Law Office, PLLC; and Brian A.
Audette, III, Esq., at Perkins Coie LLP, serve as counsel to the
Debtors. The Debtors hired as their consultant and broker, Phil
Murray at Dirks, Van Essen & Murray.
Daily Gazette estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The petitions were signed by Norman W. Shumate III, their
authorized signatory.
CHEROKEE PHARMACY: Unsecureds to Get 42% Under Ch. 11 Plans
-----------------------------------------------------------
Jonathan G. Marquess and Pamela S. Marquess filed separate Chapter
11 plans of reorganization and accompanying disclosure statements
for each of Cherokee Pharmacy & Medical Supply of Dalton, Inc., and
Cherokee Pharmacy & Medical Supply, Inc.
There are 69 Class 3 - General Unsecured Claimants against Cherokee
Cleveland, having a total of $867,261.45 claimed, payable at 42%,
to equal payment of $346,249.81 from the Dividend Settlement Pool,
30 days after the Effective Date of the Plan.
There are 23 claimants in Class 2 - General Unsecured Claimants
against Cherokee Dalton, having a total of $216,025.65 claimed,
payable at 42% to equal payment of $90,730.77 from the Dividend
Settlement Pool, 30 days after the Effective Date of the Plan.
The Plan Proponents seek to expedite the sale of the pharmacies.
They propose to bring $1,200,000 as new cash value into the
Estates. The New Cash Value underpins the $600,000 the Plan
Proponents already paid as initial purchase money on January 17,
2017. The Purchase Money Retention Interest claim is divided as
$405,653.04 allocated to Cherokee Cleveland, and $194,346.96
allocated to Cherokee Dalton, and rises to the solution of
canceling the current stockholder’s shares, and issuing new
shares at Confirmation to the Plan Proponents.
A full-text copy of the Cherokee Cleveland Disclosure Statement
dated Dec. 27, 2017, is available at:
http://bankrupt.com/misc/tneb17-11920-199.pdf
A full-text copy of the Cherokee Dalton Disclosure Statement dated
Dec. 27, 2017, is available at:
http://bankrupt.com/misc/tneb17-11920-203.pdf
Attorneys for Plan Proponents:
Ronald Lewis, Esq.
Lewis & Thomas, L.L.P.
165 E. Palmetto Park Road, 2nd Floor
About Cherokee Pharmacy
Cherokee Pharmacy & Medical Supply of Dalton, Inc., based in
Dalton, Georgia, and its affiliates filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 17-11919) on April 28, 2017. In the
petition signed by D. Terry Forshee, president, the Debtor
estimated $0 to $50,000 in assets and $500,001 to $1,000,000 in
liabilities.
The Hon. Shelley D. Rucker presides over the case.
David J. Fulton, Esq., at Scarborough & Fulton, serves as
bankruptcy counsel.
Douglas R. Johnson was appointed Chapter 11 trustee. Serving as
legal counsel to the Trustee is his firm, Johnson & Mulroony, P.C.
Pharmacy Consulting Associates serves as consulting agent to the
Trustee. David J. Fulton and Scarborough & Fulton is special
counsel to the Trustee.
CHESAPEAKE ENERGY: Provides Update on Recent Divestitures
---------------------------------------------------------
Chesapeake Energy Corporation provided an update to certain
operational results for the 2017 fourth quarter as well as recent
asset divestiture activity. Highlights include:
* Average 2017 fourth quarter production projected at 593,000
boe per day, including oil production of 100,000 barrels per
day, as previously targeted
* Three Mid-Continent sales agreements for approximately $500
million
* Sold approximately 4.3 million shares of FTSI for proceeds of
$78 million, retain approximately 22.0 million shares
Average daily production for the 2017 fourth quarter is currently
projected to be approximately 593,000 barrels of oil equivalent
(boe) per day, representing an increase of 15% year over year and
10% sequentially when adjusting for asset sales. This volume
consisted of approximately 100,000 barrels of oil, 2.6 billion
cubic feet of natural gas and 59,500 bbls of natural gas liquids
per day. The increase in production was primarily driven by
stronger oil production from the company's Eagle Ford operating
area, as well as from significantly higher gas production from its
Marcellus and Haynesville operating areas.
Additionally, the company signed three separate sales agreements in
the 2017 fourth quarter and 2018 first quarter for properties in
its Mid-Continent operating area for aggregate consideration of
approximately $500 million. One of the dispositions closed in
January 2018, while two are subject to certain customary closing
adjustments and are expected to close by the end of the 2018 second
quarter. Included in the sale are producing properties, related
property, plant and equipment and undeveloped acreage in the
company's Mississippian Lime operating area, resulting in an exit
from the Mississippian Lime play of the northern Anadarko Basin,
and other properties in central and western Oklahoma. In total,
these proposed dispositions include approximately 238,000 net acres
and 3,000 producing wells that are currently producing 23,000 boe
per day (approximately 25% oil) net to Chesapeake. The company
intends to use the proceeds from these divestitures to reduce
outstanding borrowings under its revolving credit facility in the
first half of 2018 or to repurchase higher coupon secured or
unsecured debt to reduce annual interest expense, dependent upon
market conditions.
FTS International (NYSE: FTSI), a provider of hydraulic fracturing
services in North America and a company in which Chesapeake has
owned a significant stake since 2006, completed its initial public
offering of common shares on Feb. 6, 2018. Chesapeake sold
approximately 4.3 million shares in the initial public offering for
approximately $78 million in proceeds (before underwriting fees and
expenses) and continues to hold approximately 22.0 million shares
in the publicly traded company.
As of Dec. 31, 2017, Chesapeake had $781 million of outstanding
borrowings under its revolving credit facility and had used $116
million of the revolving credit facility for various letters of
credit. With cash on hand and available capacity under its
revolving credit facility, the company had liquidity of
approximately $2.9 billion as of Dec. 31, 2017.
Doug Lawler, Chesapeake's chief executive officer, commented, "We
continue to deliver on our strategy, with notable accomplishments
in 2017, including fourth quarter oil production of 100,000 barrels
per day and total production of 593,000 barrels of oil equivalent
per day. We continue to demonstrate increased productivity and
capital efficiency from our investments by delivering these
production volumes with a fourth quarter capital spend of roughly
$525 million, inclusive of capitalized interest. As a result, we
currently expect cash flow before changes in working capital of
more than $550 million for the 2017 fourth quarter, or
approximately $470 million after changes in working capital.
"In 2018, we are committed to making meaningful progress in
decreasing the amount of debt outstanding on our balance sheet and
improving our margins. The pending sale of our Mississippian Lime
and other Mid-continent assets, as well as our sale of
approximately 4.3 million shares of FTSI, represent a strong start.
We will continue to pursue additional asset divestitures in 2018
to further reduce debt and interest expense burden and accelerate
value from properties that are presently not effectively competing
for capital in our portfolio.
"Additionally, through disciplined capital spending, reducing our
cycle times and cash costs, and improving our base production, we
remain committed to achieving our goal of cash flow neutrality. To
that end, we expect lower sequential production in the 2018 first
quarter, as compared to the 2017 fourth quarter, as a result of a
lower number of wells scheduled to be placed on production in
January and February due to well production curtailments associated
with recent extreme cold temperatures in several of our producing
regions, and these planned asset sales. We currently forecast our
2018 production to build throughout the year, ultimately resulting
in flat production growth on a year over year basis, but with lower
capital spending. We will disclose more about our 2018 plan and
guidance with earnings on February 22.
"We made significant progress across all areas of our company in
2017 and look forward to making 2018 a differential year for
Chesapeake."
In addition, the management the Company presented at the NAPE
Summit on Wednesday, Feb. 7, 2018. A slide presentation of
materials to be presented at the conference, which also provides
preliminary unaudited financial and operational results for the
fourth quarter of 2017, is available for free at:
https://is.gd/Epv69H
About Chesapeake Energy
Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States. The company also owns oil and natural gas marketing and
natural gas compression businesses.
Chesapeake Energy reported a net loss available to common
stockholders of $4.92 billion on $7.87 billion of total revenues
for the year ended Dec. 31, 2016, compared to a net loss available
to common stockholders of $14.85 billion on $12.76 billion of total
revenues for the year ended Dec. 31, 2015.
The Company had $11.98 billion in total assets, $12.68 billion in
total liabilities and a total deficit of $704 million as of Sept.
30, 2017.
* * *
In January 2017, S&P Global Ratings raised its corporate credit
rating on Chesapeake Energy to 'B-' from 'CCC+, and removed the
ratings from CreditWatch with positive implications where S&P
placed them on Dec. 6, 2016. The rating outlook is positive. "The
upgrade of Chesapeake to 'B-' reflects our assessment of the
company's improved liquidity profile and financial measures," said
S&P Global Ratings credit analyst Paul Harvey.
Chesapeake Energy carries a 'Caa1' corporate family rating from
Moody's Investors Service. Moody's said Chesapeake's 'Caa1' CFR
incorporates its improving but modest cash flow generation at
Moody's commodity price estimates relative to the company's high
debt levels.
COCRYSTAL PHARMA: Obtains $1 Million in Financing from OPKO Health
------------------------------------------------------------------
Cocrystal Pharma, Inc., entered into a securities purchase
agreement with OPKO Health, Inc. on Jan. 31, 2018, pursuant to
which the Company borrowed $1,000,000 from the Purchaser in
exchange for issuing the Purchaser an 8% Convertible Note due Jan.
31, 2020. At the option of the Purchaser, the Note is convertible
at $8.10 per share. In the event the Company completes a financing
in which the Company receives at least $10,000,000 in gross
proceeds and issues common stock or common stock equivalents to the
investor or there is a change of control of the Company (or sale of
substantially all of the Company's assets), the outstanding
principal amount of the Note will automatically convert. Upon the
closing of a Financing, the conversion price of the Note will be
the lesser of (i) $8.10 per share and (ii) the price per share of
the securities sold in the Financing.
After adjustment for the Company's Jan. 18, 2018, 1-for-30 reverse
split, the terms of the Note and SPA are identical to those
disclosed in the Company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on Dec. 1, 2017.
The Note was issued and sold in reliance upon the exemption from
registration contained in Section 4(a)(2) of the Securities Act of
1933 and Rule 506 promulgated thereunder. The Note (and the shares
of common stock underlying the Note) may not be offered or sold in
the United States in the absence of an effective registration
statement or exemption from the registration requirements under the
Act. The investor is an accredited investor and there was no
general solicitation.
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases. Based in Tucker, Georgia, Cocrystal Pharma employs
unique technologies and Nobel Prize winning expertise to create
first- and best-in-class antiviral drugs. These technologies and
the Company's market-focused approach to drug discovery are
designed to efficiently deliver small molecule therapeutics that
are safe, effective and convenient to administer.
The report from BDO USA, LLP, in Seattle, Washington, the Company's
independent registered public accounting firm for the year ended
Dec. 31, 2016, included an explanatory paragraph stating that that
the Company has suffered recurring losses from operations and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
Cocrystal Pharma reported a net loss of $74.87 million in 2016, a
net loss of $50.12 million in 2015 and a net loss of $99,000 in
2014. As of Sept. 30, 2017, Cocrystal Pharma had $122.3 million in
total assets, $22.25 million in total liabilities and $99.99
million in total stockholders' equity.
CORNBREAD VENTURES: Needs More Time Negotiate Plan With Lender
--------------------------------------------------------------
Cornbread Ventures, LP, asks the U.S. Bankruptcy Court for the
District of Arizona to extend (i) for 90 days, until May 28, 2018,
the exclusive right for the Debtor to file a plan of
reorganization, and (ii) for 60 days thereafter, until July 27,
2018, the exclusive right to gain acceptances of its plan.
Currently, the Debtor's exclusive period to file a plan expires on
Feb. 27, 2018.
The Debtor's immediate focus following the Petition Date was
rejecting four leases related to unprofitable locations,
stabilizing postpetition operations at the Debtor's five restaurant
locations, securing authorization to use cash collateral, and
securing debtor-in-possession financing. To that end, the Debtor
has (a) improved profitability by implementing various cost
controls and increasing revenue; (b) negotiated advantageous trade
credit terms with its principal food supplier, Sysco; (c) obtained
consent from JP Morgan Chase to use cash collateral through April
8, 2018; and (d) procured debtor-in-possession financing in the
form of a postpetition line of credit of up to $500,000.
Under terms of the Court's order authorizing and approving the
Debtor's continued use of cash collateral, the Debtor has paid, and
is obligated to continue paying, JPMC monthly interest payments of
approximately $8,500 as adequate protection. In addition, under
terms of the cash collateral court order, the Debtor has paid, and
will continue to pay, $20,000 per month toward the business credit
cards issued by JPMC. Those payments are applied first to any
postpetition ordinary course charges incurred by the Debtors, and
then if there is any excess, applied to the prepetition balance on
the business credit cards. The Debtor has not missed any required
payments under terms of the cash collateral court order.
The Debtor has for several weeks been engaged with both JPMC and
Red Fox Lending concerning numerous aspects of and alternatives for
a plan reorganization to bring about a successful resolution of
this Chapter 11 case. Those discussions continue in earnest and
involve, among other things, a detailed, ongoing analysis of
potential operational changes and debt restructuring strategies.
Considerable work remains. A critical part of that work includes a
sophisticated analysis of past and future profitability of the
Debtor's five restaurant locations and their associated leased
premises. Additional time will allow the parties to prepare the
requisite financial analyses and other information necessary to
evaluate and support terms for a plan without concern for or
interference from competing plans.
While not large, this case involves a certain amount of
complexities arising from operating five restaurants across two
states with more than 225 employees. Notwithstanding, significant
progress has been already made towards reorganization. The Debtor
has been actively discussing parameters for a viable plan with JPMC
and Red Fox Lending. Those discussions have been productive and
remain ongoing. If given further time to develop, there is more
than a reasonable prospect that the Debtor will be able to
successfully negotiate the bases for a consensual plan with its
creditor constituencies. Additional time will give the Debtor,
JPMC, and Red Fox Lending the time necessary to prepare and analyze
the requisite financial data and other information needed to
evaluate potential plan scenarios. Meanwhile, the Debtor has
remained current with respect to its postpetition obligations,
including the obligations to pay JPMC interest as adequate
protection. As such, the balance of the Debtor's prepetition loans
are not growing, and extending the exclusivity periods will not
prejudice the estate. Finally, this is the Debtor's first request
for an extension of the exclusivity periods.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/azb17-12877-129.pdf
About Cornbread Ventures
Cornbread Ventures, LP, is the owner and operator of Z'Tejas
Southwestern Grill. The company was founded in 2015 and is based
in Austin, Texas.
Cornbread Ventures filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-12877) on Oct. 30, 2017. In the petition signed by
Michael Stone, its president and general partner, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Brenda K. Martin presides over the case.
Serving as the Debtor's counsel is Jordan A Kroop, Esq., at Perkins
Coie LLP, as counsel. Horne LLP serves as its accountant.
The U.S. Trustee on Jan. 9, 2018, notified the U.S. Bankruptcy
Court for the District of Arizona that no official committee of
unsecured creditors was appointed in the Chapter 11 case.
CROSBY WORLDWIDE: Bank Debt Trades at 6.28% Off
-----------------------------------------------
Participations in a syndicated loan under which Crosby Worldwide
Ltd. is a borrower traded in the secondary market at 93.72
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.71 percentage points from the
previous week. Crosby Worldwide pays 600 basis points above LIBOR
to borrow under the $90 million facility. The bank loan matures on
November 7, 2021. Moody's rates the loan 'Ca' and Standard & Poor's
gave a 'CCC' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 26.
CTI BIOPHARMA: Baxalta Is No Longer a Shareholder as of Feb. 2
--------------------------------------------------------------
Baxalta Incorporated, Baxalta GmbH and Shire PLC disclosed in a
Schedule 13G/A filed with the Securities and Exchange Commission
that as of Feb. 2, 2018, they have ceased to the beneficial owners
of shares of common stock of CTI Biopharma Corp. A full-text copy
of the regulatory filing is available for free at:
https://is.gd/LE8YSO
About CTI BioPharma
Based in Seattle, Washington, CTI BioPharma Corp. (NASDAQ: CTIC) --
http://www.ctibiopharma.com/-- is a biopharmaceutical company
focused on the acquisition, development and commercialization of
novel targeted therapies covering a spectrum of blood-related
cancers that offer a unique benefit to patients and healthcare
providers. The Company has a late-stage development pipeline,
including pacritinib for the treatment of patients with
myelofibrosis.
CTI Biopharma reported a net loss attributable to common
shareholders of $52 million for the year ended Dec. 31, 2016, a net
loss attributable to common shareholders of $122.6 million for the
year ended Dec. 31, 2015, and a net loss attributable to common
shareholders of $95.99 million. The Company had $65.53 million in
total assets, $37.12 million in total liabilities, and $28.41
million in total shareholders' equity as of Sept. 30, 2017.
"Our available cash and cash equivalents were $52.8 million as of
September 30, 2017. We believe that our present financial
resources, together with payments projected to be received under
certain contractual agreements and our ability to control costs,
will only be sufficient to fund our operations into the third
quarter of 2018. This raises substantial doubt about our ability
to continue as a going concern," said the Company in its quarterly
report for the period ended Sept. 30, 2017.
CURRENT NEWSPAPERS: Hires Philip J. McNutt as Counsel
-----------------------------------------------------
The Current Newspapers, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Columbia to employ Philip J.
McNutt, PLLC, as counsel to the Debtor.
Current Newspapers requires Philip J. McNutt to:
a. provide legal advice with respect to the Debtor's powers
and duties concerning the bankruptcy case;
b. represent the Debtor in connection with litigation arising
in or related to the bankruptcy case;
c. negotiate with and, if necessary, assert claims against,
parties against whom the estate may have claims;
d. assist the Debtor concerning such other bankruptcy and
related matters that may arise, in carrying out the
Debtor's duties as Debtor-in-possession, including, without
limitation, matters related to Chapter 11 plans and
confirmation thereof, and applications, motions, pleadings,
reports and other legal and non-legal papers and matters.
Philip J. McNutt will be paid at these hourly rates:
Partners $450
Associates $300
Paralegals/Law Clerks $80
Philip J. McNutt received from the Debtor the initial amount of
$2,500, of the retainer in the total amount of $5,000.
Philip J. McNutt will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Philip J. McNutt, principal and managing member of the firm,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Philip J. McNutt can be reached at:
Philip J. McNutt, Esq.
PHILIP J. MCNUTT, PLLC
1050 Connecticut Avenue, NW 5th Floor
Washington, DC 20036
Tel: (202) 772-1028
Fax: (202) 379-9217
E-mail: pmcnutt@mcnuttlawoffice.com
About The Current Newspapers
Since 1967, The Current Newspapers, Inc.
--https://currentnewspapers.com/ -- has offered local coverage to
its loyal readers in Northwest Washington. Five print editions --
namely The Dupont Current, The Foggy Bottom Current, The Georgetown
Current, The Northwest Current (West), and The Northwest Current
(East) -- enjoy a weekly circulation of 48,205 in neighborhoods
that include Chevy Chase, Dupont Circle, Foggy Bottom, Georgetown
and the Palisades.
The Current Newspapers sought Chapter 11 protection (Bankr. D.D.C.
Case No. 18-00006) on Jan. 3, 2018. The Debtor estimated less than
$50,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge S. Martin Teel, Jr. Philip McNutt,
Esq., at Hughes & Bentzen, PLLC, serves as counsel to the Debtor.
DATA COOLING: Hires Meaden & Moore as Tax Advisor
-------------------------------------------------
Data Cooling Technologies LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Ohio to employ Meaden & Moore, Ltd., as tax advisor to the
Debtors.
Data Cooling requires Meaden & Moore to:
a. determine the tax gain or loss with regards to the sale of
the Debtors' assets, update tax basis of assets disposed
of, read third party reports associated with sale or
foreclosure agreements, purchase price allocation, and
closing balance sheet, and determine impact of outstanding
debt obligations;
b. update fixed asset reports for tax depreciation 2017,
taking into consideration current year additions and
disposals;
c. convert the Debtors' prepared 2017 internal financial
statements to taxable income, taking into consideration
historically applied book to tax adjustments and prior
year's adjustments and prior year's adjustments;
d. prepare required disclosures for sale and disposition
transactions;
e. prepare of the following 2017 income, franchise, and
composite returns:
1. U.S. Return of Partnership Income;
2. Connecticut Return of Partnership Income;
3. Connecticut Transmittal of Schedule CT K-1;
4. Delaware Return of Partnership Income;
5. Delaware Composite Tax Return;
6. Illinois Return of Partnership Income;
7. Indiana Return of Partnership Income;
8. Iowa Return of Partnership Income;
9. Iowa Composite Return;
10. Kentucky Return of Partnership Income;
11. Kentucky Composite Tax Return;
12. Maryland Return of Partnership Income;
13. Maryland Composite Tax Return;
14. Massachusetts Return of Partnership Income;
15. Massachusetts Nonresident Composite Return;
16. New Jersey Return of Partnership Income;
17. New Jersey Corporation Business Tax – Partnership
Return;
18. New York Return of Partnership Income;
19. Pennsylvania Partnership Information Return;
20. Pennsylvania Composite Return;
21. Virginia Return of Partnership Income;
22. Virginia Composite Return of Partnership Income;
23. Michigan Composite Return;
24. Ohio Composite Return;
25. Regional Income Tax Agency Return of Partnership Income
26. Akron Return of Partnership Income; and
f. perform other duties as are mutually agreed between the
Debtors and Meaden & Moore.
Meaden & Moore will be paid a fixed fee of $42,000 for the
performance of the services.
Jonathan Ciccotelli, vice president of Meaden & Moore, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Meaden & Moore can be reached at:
Jonathan Ciccotelli
MEADEN & MOORE, LTD.
2363 Eagle Pass Road, Suite A
Wooster, OH 44691
Tel: (330) 264-7307
About Data Cooling Technologies
Data Cooling Technologies LLC is the exclusive North American
licensee of US Patent No. 7753766. The KyotoCooling patented
solution utilizes a heat wheel and an indirect economization
process to produce the most reliable and efficient cooling
technology in the data center industry.
Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data
Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr.
N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017. In the
petitions signed by CEO Gregory Gyllstrom, Data Cooling estimated
assets and liabilities at $10 million to $50 million, and Data
Canada estimated assets of less than $50,000 and liabilities of
less than $500,000.
The Hon. Alan M. Koschik presides over the case.
The Debtors tapped McDonald Hopkins LLC, as counsel, and Western
Reserve Partners LLC, as investment banker.
The official committee of unsecured creditors formed in the case
retained Dahl Law LLC as its legal counsel.
DEL MONTE: Bank Debt Trades at 15.92% Off
-----------------------------------------
Participations in a syndicated loan under which Del Monte Pacific
Ltd is a borrower traded in the secondary market at 84.08
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.12 percentage points from the
previous week. Del Monte pays 325 basis points above LIBOR to
borrow under the $710 million facility. The bank loan matures on
February 18, 2021. Moody's rates the loan 'Caa1' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 26.
DELCATH SYSTEMS: Amends Prospectus on 250 Million Units Sale
------------------------------------------------------------
Delcath Systems, Inc. has filed an amendment to its Form S-1
registration statement relating to the offering of up to
250,000,000 Series A units in the aggregate each unit consisting of
one share of its common stock and Series D common warrants to
purchase two shares of its common stock. The Series D common
warrants contained in the Series A units will be exercisable one
year from the date of issuance and the Series D common warrants
will expire five years from the date of initial exercisability.
The shares underlying the Series D common warrants are not being
included for registration under this prospectus. The shares of
common stock and the Series D common warrants issued as part of the
Series A units are immediately separable and will be issued
separately, but can only be purchased together in this offering.
The Company is also offering for sale to each purchaser whose
purchase of units 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,
Series B units (each Series B unit consisting of one pre-funded
warrant to purchase one share of its common stock and Series D
common warrants to purchase two shares of its common stock) in lieu
of units 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
Series B unit will equal the price per unit being sold to the
public in this offering minus $0.01, and the exercise price of each
pre-funded warrant included in the Series B unit will be $0.01 per
share. This offering also relates to the shares of common stock
issuable upon exercise of any pre-funded warrants contained in the
Series B units sold in this offering but not the shares underlying
the Series D common warrants. The Series D common warrants
contained in the Series B units will be exercisable one year from
the date of issuance and will expire five years from the date of
initial exercisability. For each Series B unit the Company sells,
the number of Series A units the Company is offering will be
decreased on a one-for-one basis. The Series A units and the
Series B units will not be issued or certificated. The shares of
common stock or pre-funded warrants, as the case may be, and the
common warrants can only be purchased together in this offering but
the securities contained in the Series A units or Series B units
will be issued separately.
The Company's common stock is quoted on the OTCQB under the symbol
"DCTH." The last reported sale price of its common stock on Jan.
31, 2018 was $0.0318 per share. There is no established public
trading market for the warrants or 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 warrants
pre-funded warrants on any national securities exchange or other
trading system.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/9xtZ1J
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. The Company incurred a net loss of
$25.9 million for 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.
DGS REALTY: Hires Victor W. Dahar as Counsel
--------------------------------------------
DGS Realty, LLC, seeks authority from the U.S. Bankruptcy Court for
the District of New Hampshire to employ Victor W. Dahar, P.A., as
counsel to the Debtor.
DGS Realty requires Victor W. Dahar to:
a. prepare the plan and disclosure statement;
b. prepare motions for relief and post-petition/take-out
financing issues;
c. determine secured creditor claim amount;
d. assume or reject executory contracts;
e. represent the turnover, fraudulent transfer, preference
actions and other avoidance or subordination actions;
f. provide other litigation;
g. negotiate with the creditors committee and creditors, as
necessary; and
h. provide all other matters necessary and proper for the
representation of the Debtor in the bankruptcy case.
Victor W. Dahar will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Victor W. Dahar, a partner at Victor W. Dahar, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its states.
Victor W. Dahar can be reached at:
Victor W. Dahar, P.A.
VICTOR W. DAHAR, P.A.
20 Merrimack Street
Manchester, NH 03101
Tel: (603) 622-6595
About DGS Realty
DGS Realty, LLC, is a privately held company in Concord, New
Hampshire whose principal place of business is located at 74
Regional Drive Concord, NH 03301. The company is an affiliate of
Walter H. Booth Clause 4 Trust, which sought bankruptcy protection
(Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016.
DGS Realty, LLC, based in Concord, NH, filed a Chapter 11 petition
(Bankr. 03302-1077 Case No. 18-10024) on Jan. 11, 2018. In the
petition signed by David H. Booth, manager, the Debtor estimated $1
million to $10 million in both assets and liabilities. Victor W.
Dahar, P.A., serves as bankruptcy counsel to the Debtor.
DGS REALTY: Wants Court Approval to Use Cash Collateral
-------------------------------------------------------
DGS Realty, LLC, seeks approval from the U.S. Bankruptcy Court for
the District of New Hampshire to use cash collateral on an interim
basis, consistent with a proposed budget.
The Debtor revealed that the only cash collateral lien holder is
secured creditor Ocwen Loan Servicing, LLC. As of Jan. 11, 2018,
the cash collateral consisted solely of real estate valued at $1.9
million.
According to the Debtor, it does not have any cash to pay operating
expenses and mortgage, with the exception of cash collateral. The
cash is needed in order to pay monthly mortgage payments and
operating expenses.
As adequate protection, the Debtor will grant Ocwen a replacement
lien on the estate’s post-petition accounts receivable and the
cash proceeds. The proposed replacement lien will have the same
priority, validity, and enforceability as such existing liens on
the Pre-Petition Cash Collateral, but shall only be recognized to
the extent of the diminution in value, if any, of the Pre-Petition
Cash Collateral resulting from the Debtor’s use of cash
collateral during the Budget Period.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/DGSRealtyMotion.pdf
A full-text copy of the Budget is available at:
http://bankrupt.com/misc/DGSRealtyBudget.pdf
About DGS Realty
Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate
limited liability company. Formed around May 10, 2017, the company
is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory
A. Booth, each having a 1/3 interest. The company is an affiliate
of Walter H. Booth Clause 4 Trust, which sought bankruptcy
protection (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016.
DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
18-10024) on Jan. 11, 2018. In the petition signed by David H.
Booth, the Manager, the Debtor estimated assets and debts between
$1 million and $10 million. Representing the Debtor is Eleanor Wm
Dahar, Esq., at Victor W. Dahar Professional Association.
DIFFUSION PHARMACEUTICALS: Has Resale Prospectus of $12.3M Shares
-----------------------------------------------------------------
Diffusion Pharmaceuticals Inc. filed with the Securities and
Exchange Commission a Form S-3 registration statement relating to
the resale or other disposition from time to time by ABG II - USL1
Limited, Adam Lipson, Richard I Stillman TTEE, et al. of, subject
to adjustment, up to 12,262,447 shares of the common stock, $0.001
par value per share, of the Company. Of these shares, (a) 594,026
are shares issuable as payment of dividends accruing from Oct. 1,
2017 through Jan. 22, 2018 with respect to the Company's previously
outstanding shares of Series A convertible preferred stock, $0.001
par value per share, and (b) 11,668,421 are shares issuable
pursuant to Section 4(g) of the the Certificate of Designation of
Preferences, Rights and Limitations of the Series A Convertible
Preferred Stock of Diffusion Pharmaceuticals Inc., in each case, as
a result of the Mandatory Conversion. The Selling Stockholders
acquired rights to receive all of the securities covered by this
prospectus in connection with a private placement transaction in
which the Company sold the Series A Preferred Stock and
accompanying warrants to purchase Common Stock to accredited
investors in closings conducted on March 14, 2017 and March 31,
2017. The Company is registering the resale or other disposition
of the shares of Common Stock to satisfy registration rights the
Company has granted to the Selling Stockholders.
The Company is not selling any shares of Common Stock under this
prospectus and will not receive any of the proceeds from the sale
of shares of Common Stock by the Selling Stockholders. To the
extent Warrants are exercised for cash, if at all, the Company will
receive the exercise price thereof.
Diffusion's Common Stock is traded on the NASDAQ Capital Market
under the symbol "DFFN." On Feb. 5, 2018, the last reported sale
price of its Common Stock was $0.61 per share.
A full-text copy of the Form S-3 is available for free at:
https://is.gd/yzLvgQ
About Diffusion Pharmaceuticals
Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc.
-- http://www.diffusionpharma.com/-- is a clinical-stage
biotechnology company focused on extending the life expectancy of
cancer patients by improving the effectiveness of current
standard-of-care treatments including radiation therapy and
chemotherapy. Diffusion is developing its lead product candidate,
trans sodium crocetinate, for use in the many cancers where tumor
hypoxia (oxygen deprivation) is known to diminish the effectiveness
of SOC treatments. TSC targets the cancer's hypoxic
micro-environment, re-oxygenating treatment-resistant tissue and
making the cancer cells more vulnerable to the therapeutic effects
of SOC treatments without the apparent occurrence of any serious
side effects.
Diffusion reported a net loss of $18.03 million for the year ended
Dec. 31, 2016, compared to a net loss of $6.71 million for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $28.32
million in total assets, $21.97 million in total liabilities and
$6.35 million in total stockholders' equity.
KPMG LLP, in McLean, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations, has limited resources available to fund
current research and development activities, and will require
substantial additional financing to continue to fund its research
and development activities. These conditions raise substantial
doubt about its ability to continue as a going concern.
ENSEQUENCE INC: Can Use Cash Collateral Until Feb. 20
-----------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware gave his interim approval for Ensequence, Inc., to use
cash collateral through and including Feb. 20, 2018
In its motion, the Debtor said that it will use the cash collateral
to, among other things, preserve assets in preparation of a sale
and pay basic expenses that include payroll, professionals, and
utilities. Judge Gross ordered that the Debtor is allowed to use
cash collateral as identified in the budget on the condition that
the aggregate amount of the payments should not go beyond
$137,000.
The Court also required the Debtor to meet these milestones:
a. Feb. 20, 2018 - Approval of bid procedures and a Final
Order on Cash Collateral;
b. March 1, 2018 - File a joint plan and disclosure
statement;
c. April 19, 2018 - Approval of a sale order;
d. April 23, 2018 - Entry of an order granting interim
approval of the disclosure statement, approval of solicitation
procedures, and scheduling a hearing on confirmation of the plan;
e. April 25, 2018 - Commencement of solicitation of votes on
confirmation of the plan;
f. June 7, 2018 - Entry of order granting final approval of
the disclosure statement and confirmation of the plan; and
g. June 13, 2018 - Effective date of the plan.
As part of the use of cash collateral, the Debtor will provide a
replacement lien and superpriority claim as adequate protection to
the Prepetition Lender.
Beginning Feb. 7, 2018, the Debtor will provide the Prepetition
Lender an updated budget on or before the end of business on
Wednesday of each calendar week.
Judge Gross has set a final hearing at 9:00 AM on Feb. 23, 2018.
A full-text copy of the Interim Order is available at:
http://bankrupt.com/misc/EnsequenceCashCollateralOrder.pdf
A full-text copy of the Budget is available at:
http://bankrupt.com/misc/EnsequenceBudget.pdf
About Ensequence
Ensequence, Inc., is a privately owned Delaware corporation engaged
in the business of making advertisements on television more
interactive and measurable. The Company was formed in 2001 as a
provider of tools for building interactive television applications
for television networks, advertisers and distributors of network
television. During the period from 2013 to the present, the
Company expanded its focus to include manufacturers of "smart
televisions." Throughout its history, the Company has partnered
with national cable networks (e.g., MTV, NBC, ESPN, CNN, HBO,
etc.), traditional distributors (e.g., Comcast, Time Warner Cable,
DIRECTV, etc.), and television manufacturers (e.g., Samsung, LG,
Sony, etc.). One year ago, the Company had approximately 50
employees, but as of the Petition Date, the Debtor has five
full-time employees executing its strategic plan.
Ensequence, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case
No. 18-10182) on Jan. 30, 2018. In the petition signed by CRO
Michael Wyse, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
The case is assigned to Judge Kevin Gross.
The Debtor tapped Christopher A. Ward, Esq. of Polsinelli PC as its
bankruptcy counsel; Outside General Counsel Services, P.C., as its
general corporate counsel; Wyse Advisors LLC as its restructuring
advisor; and Rust Consulting/Omni Bankruptcy as its notice, claims,
balloting agent and administrative advisor.
The prepetition lender is represented by McDermott Will & Emery.
ESBY CORP: Court Okayed Bid to Appoint Examiner
-----------------------------------------------
Judge Lena Mansori James of the U.S. Bankruptcy Court for the
Middle District of North Carolina has entered an order granting the
Bankruptcy Administrator's Motion for the appointment of a Chapter
11 Trustee, Examiner or Restructuring Officer, and determining that
the appointment of an Examiner to handle Esby Corporation's funds
is in the best interests of creditors and the estate.
About Esby Corporation
Esby Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50228) on March 2,
2017. Its president, B. Clay Lindsay, Jr. signed the petition. At
the time of the filing, the Debtor had $500,000 to $1 million in
estimated assets and $100,000 to $500,000 in estimated
liabilities.
Brian P. Hayes, Esq., at the law firm Ferguson, Hayes, Hawkins &
DeMay, PLLC, serves as the Debtor's bankruptcy counsel.
EXCELETECH COATING: Court Gives Interim Nod to Use Cash Collateral
------------------------------------------------------------------
The Hon. Karen S. Jennemann of the Middle District of Florida
authorized Exceletech Coating & Applications, LLC, to use cash
collateral on an interim basis.
As reported in the Troubled Company Reporter on Jan. 29, 2018, the
cash collateral the Debtor sought to use is comprised in whole or
in part of funds on hand and to be received from services rendered
as well as all accounts, cash on hand, goods, contract rights,
inventory, equipment, tax refunds, insurance proceeds, accounts
receivable and general intangibles. The Debtor revealed that the
party who may have an interest in the Cash Collateral is Acentium
Capital who has recorded a UCC-1. Acentium Capital was paid prior
to the filing of the case.
The Court authorized the Debtor to use cash collateral based on the
approved budget with the provision that the amount is not to go
above 10% of each line item. The budget projects total revenue
amounting to $898,513 and total expenses of $690,347, during the
period from Jan. 20, 2018 until April 7, 2018.
The Debtor had argued that the use of cash collateral is necessary
in order to maintain the operation of its business for the first
twelve weeks after petition date, and a greater or lesser amount
will be required each comparable period thereafter. Debtor believes
that its business can be operated with a positive cash flow basis.
As adequate protection for the use of cash collateral, Debtor
proposes to give replacements lien on the property to the same
extent and with the same priority as the respective prepetition
liens as well as an adequate protection payment.
The Court has set a further hearing on the Debtor's motion to use
cash collateral at 2:00 p.m. on April 11, 2018.
A full-text copy of the Order and Budget can be viewed at
http://bankrupt.com/misc/ExeletechCashCollateralOrder.pdf
About Exceletech Coating
Based in Clermont, FL, Exceletech Coating & Applications, LLC, is a
limited liability company and contractor specializing in the
application of coatings and linings to protect structures from
attack from chemicals and environmental factors causing corrosion
and/or deterioration of substrate.
Exceletech Coating filed for Chapter 11 protection (Bankr. M.D.
Fla. Case No. 18-00263) on Jan. 17, 2018, with Cynthia E Lewis,
Esq., and James H Monroe, Esq., at James H Monroe PA, serving as
legal counsel. The Hon. Karen S. Jennemann is the case judge.
FLEMMING'S GRILL: Court Approves Disclosures, Confirms Ch. 11 Plan
------------------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada approved Flemming's Grill Inc.'s disclosure
statement and confirmed its chapter 11 plan of reorganization filed
on Nov. 22, 2017.
The Plan must be binding upon the Debtor, any entity acquiring or
receiving property or a distribution under the Plan, and any holder
of a claim against the Debtor, including all governmental entities,
whether or not the claim or interest of such holder is impaired
under the Plan and whether or not such holder of entity has
accepted the Plan.
Class 4 under the confirmed plan consists of the general unsecured
claims of critical vendors. Claims in this class will receive a
distribution of 95% of the total claim of each member on pro-rata
basis with monthly payments of $1,171.29 to begin on the effective
date of the plan at no interest and continue for 60 months or
until the combined class amount of $70, 227.17 is paid in full,
whichever comes first.
The previous version of the plan proposed to pay this class a
distribution of only 25% of the total claim of each member on a pro
rata basis with monthly payments of $309.64.
A copy of the Chapter 11 Plan is available at:
http://bankrupt.com/misc/nvb17-10358-102-1.pdf
About Flemming's Grill
Flemming's Grill Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 17-10358) on January 27,
2017. The petition was signed by Flemming Larsen, president of
operation.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $50,000.
FLORIDA COSMETOGYNECOLOGY: Wants to Use Cash Collateral Until Janua
-------------------------------------------------------------------
Florida Cosmetogynecology PLLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to use cash
collateral from Feb. 9, 2018 to Jan. 30, 2019.
As reported in the Troubled Company Reporter on Dec 19. 2017, the
Debtor, on July 26, 2016, entered into a Merchant Agreement
(Revenue Program) with Merchant Cash and Capital, LLC, d/b/a Bizfi
Funding, which authorized Bizfi Funding to initiate electronic
checks or Automated Clearinghouse (ACH) payments equal to 9% of all
deposits made into the Bank Account until Bizfi Funding has
received an amount equal to the Purchased Amount. The Agreement is
secured by the proceeds of each future sale by the Debtor. The
Debtor's total outstanding balance on the Agreement is $23,282.
The Court had previously entered an order authorizing the Debtor to
use cash collateral to Feb. 9, 2018.
Under this request for cash collateral, the Debtor revealed that no
provision for adequate protection payments is included given that
Bizfi's security interest is adequately protected by force of
Section 552 of the Bankruptcy Code.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/FloridaCosmetoGynecologyMotion.pdf
About Florida Cosmetogynecology
Florida Cosmetogynecology, PLLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on Oct.
27, 2017. In the petition signed by Joel Borgella, managing
member, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000. Judge Paul G. Hyman, Jr., is
handling the case. Chad T. Van Horn, Esq., at Van Horn Law Group,
Inc., represents the Debtor.
FREESEAS INC: Effects Reverse Split of Common Stock
---------------------------------------------------
FreeSeas Inc. announced that the Company's Amended and Restated
Articles of Incorporation are being amended to effect a reverse
stock split of the Company's issued and outstanding common stock at
a ratio of one new share for every 5,000 shares currently
outstanding.
The Company anticipates that its common stock will begin trading on
a split-adjusted basis when the market opens on Feb. 6, 2018.
FreeSeas' common stock will trade under the symbol "FREED" for 20
trading days and then will change back to "FREEF". The common
shares will also trade under a new CUSIP number Y26496243.
The reverse stock split will consolidate 5,000 shares of common
stock into one share of common stock at a par value of $0.001 per
share. The reverse stock split will not affect any shareholder's
ownership percentage of FreeSeas' common shares, except to the
limited extent that the reverse stock split would result in any
shareholder owning a fractional share. Fractional shares of common
stock will be rounded up to the nearest whole share.
After the reverse stock split takes effect, shareholders holding
physical share certificates will receive instructions from American
Stock Transfer and Trust Company LLC, the Company's exchange agent,
regarding the process for exchanging their shares.
About FreeSeas Inc.
FreeSeas Inc. -- http://www.freeseas.gr/-- is a Marshall Islands
corporation with principal offices in Athens, Greece. FreeSeas is
engaged in the transportation of drybulk cargoes through the
ownership and operation of drybulk carriers. FreeSeas' common
stock trades on the OTCPK under the symbol "FREEF".
Freeseas reported a net loss of US$20.51 million on US$506,000 of
operating revenues for the year ended Dec. 31, 2016, compared to a
net loss of US$52.94 million on US$2.30 million of operating
revenues for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Freeseas had US$2.93 million in total assets,
US$36.52 million in total liabilities and a total shareholders'
deficit of US$33.59 million.
Fruci & Associates II, PLLC, in Spokane, Washington, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that the
Company has been unable to obtain ongoing sources of revenue
sufficient to cover cost of operations and scheduled debt
repayments. Additionally, the Company has not made scheduled
payments and is in violation of debt covenants associated with its
bank loan, and per the loan agreement, this violation may result in
acceleration of outstanding indebtedness, which would require the
Company to obtain significant additional financing in order to meet
obligations under the loan agreement. These factors raise
substantial doubt about its ability to continue as a going concern.
FRONTIER COMMUNICATIONS: S&P Cuts CCR to 'B-', On Watch Negative
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating and senior
unsecured debt rating on Norwalk, Conn.-based Frontier
Communications Corp. to 'B-' from 'B'. S&P said, "The recovery
rating on the company's senior unsecured debt remains '4', which
indicates our expectation for average (30%-50%; rounded estimate:
45%) recovery in the event of payment default. At the same time, we
lowered the issue-level rating on the company's senior secured debt
and its subsidiary-level debt to 'B+' from 'BB-'. The '1' recovery
rating is unchanged and indicates our expectation for very high
(90%-100%; rounded estimate: 95%) recovery in the event of payment
default."
S&P said, "All of our ratings on Frontier are on CreditWatch with
negative implications. We could lower the ratings at least one
notch or affirm the ratings following the completion of our
CreditWatch review.
"The downgrade reflects our view that market conditions for
wireline companies are weak, which will make it difficult for
Frontier to refinance its debt maturities in the high-yield bond
market unless operating and financial performance meaningfully
improve over the next year. The CreditWatch placement reflects the
uncertainty related to the company's ability to stabilize
operations over the next year, which could further heighten
refinancing risk and render the capital structure unsustainable. A
ratings downgrade, if any, could exceed one notch if we believe
weaker performance may lead the company to pursue an exchange or
restructuring within the next year that we would consider a
default."
The CreditWatch placement reflects the uncertainty related to 2018
operating and financial performance, which could further heighten
refinancing risk and render the capital structure unsustainable.
S&P plans to address the CreditWatch listing after the company
reports its 2017 earnings at the end of February 2018 and its has
met with management. A ratings downgrade, if any, could exceed one
notch.
GELTECH SOLUTIONS: Provides Biz Update in Letter to Shareholders
----------------------------------------------------------------
GelTech Solutions, Inc., issued an investor letter on Feb. 6, 2018,
providing its shareholders with an update of the Company's
business.
Dear Shareholder,
In 2017, GelTech continued to make progress in several of the major
projects within our business platforms.
Over the last several years we have been developing
state-of-the-art products that utilize GelTech's core technology,
FireIce, for many industry segments, including public utilities,
wildland fire, industrial, consumer and agriculture.
At the end of 2016, we had planned several initiatives for 2017
designed to generate increased revenues for 2017. Unfortunately,
for reasons outside our control, a number of these initiatives,
although complete, did not begin to generate sales until late in
2017.
Wildland Fire Division
The Wildland Fire Division continues to be our largest revenue
generator. 2017 turned out to be a quiet year for wildfires
throughout our geographically diverse customer base. Progress was
made, however, which positions us well for 2018 and beyond.
In response to an emergency, our Wildland team coordinated rapid
delivery of FireIce, airtanker support and ground personnel to
assist the Bahamian government with a very stubborn landfill fire
which had been burning for five years. The fire was so troubling
that it was affecting the tourist business on the island. Once
airtankers began dropping FireIce over the fire, the fire was
brought under control. Based on this performance, we have been
able to demonstrate our products to the Bahamas National Emergency
Management Agency (NEMA). This agency works and shares tactical
ideas with similar island agencies throughout the Caribbean.
The Wildland Fire Division also successfully enlisted five
additional agencies to begin evaluating FireIce in airtankers and
engines. The new FireIce Mobile Automated Base (F-MAB), the
safest, most advanced, and most accurate airtanker loading
equipment ever designed for wildland fire, developed through a
partnership with Gel Systems Canada in Saskatoon, SK, was
introduced and successfully demonstrated. In 2017, three state /
provincial agencies evaluated the prototype units, the performance
of which met and exceeded expectations. In 2018, we plan to have
two units in Canada, and two units in the United States. The
Wildland Fire Division continues to target new fire agencies and
airtanker programs, both in the United States and Canada.
Utility Division
Sales to the Utilities Industry continued to expand for overhead
and underground events. During the summer, we hired a 30-year
veteran Electric utility sales executive, Gerry Kaiser. We are
confident that we will gain more exposure across accounts and with
the utility customers that we have been working on for the last
couple of years, we expect significant purchases to ramp up. While
our clients are at the stage where they recognize the value of
FireIce products, the use of FireIce has not yet propagated into
best practices across their organization.
One particular major utility customer has been piloting our
solutions for about 3 years. Since completing successful testing
by an independent lab in Canada almost 18 months ago, the
expectation was for significant sales of our Emergency FireIce
Manhole Delivery System ("EMFIDS"), extinguisher packages and rapid
response units in 2017. However, for internal budget reasons at
the utility, purchases of these units were delayed and in the 4th
quarter, small sales of extinguisher packages began. We expect
them to begin purchasing products in 2018.
Communication Towers
Cell Tower Protection is another area where we expect to see
revenue growth in 2018. Our largest client in this vertical is
Crown Castle which owns more than 40,000 towers. Crown Castle has
recommended the use of FireIce Products and the FireIce Shield CTP
System (Communications Tower Protection) to its contractors for use
on and in towers where certain types of hot work modifications are
being performed, as well as for new equipment, and for tower
fortification of older towers or those being fitted with new
equipment. These recommendations started in the Southeast Region
late in 2017 and have been replicated in other areas of the country
for Crown Castle. An important point to note is that the lead times
from bid request to purchase on a job can be 3-6 months. As such,
sales of FireIce products to the contractors started to pick up in
the 4th quarter of 2017 as the jobs that were bid earlier in the
year began. So far, this has not been a significant source of
revenue, but we do expect to see a big improvement. As mentioned
in a previous press release, the largest contractor for Crown
Castle, Sabre Industries, mandated the use of FireIce products in
the Southeast in October 2017, and nationally in December 2017.
The above-mentioned lead times suggest these orders should pick up
in the 1st half of 2018.
Industrials
Fire Prevention and cooling products for Welders and Plumbers will
continue to be a focus for future product development, and sales
growth. Our objective is to continue to add distributors in the
welding, plumbing and HVAC markets, and work to improve sales with
distributors we currently have in these markets. The products we
offer in these markets are: FireIce Shield Spray, FireIce Shield
Paste and FireIce Shield Welding Blankets. Sales have started in
all of these products.
Fire prevention and cooling for Industrial clients will also be a
focus for 2018. We currently have one industrial client that
manufactures Fiberglass Insulation, that utilizes FireIce products
for fire prevention in areas prone to fire starts. They have not
had a fire start in any of the areas protected by FireIce since
they started using our products. We have another Industrial client
that manufactures and refurbishes rubber rollers used in many
industries, that uses a FireIce Blend for cooling, lubrication,
reduction of airborne organics and fire prevention.
We worked for much of the year developing a system that dovetails
into their existing equipment, which we believe has applications
for additional industrial clients, as it is now "plug and play." We
will be working to expand this in 2018, as it is still in the early
adoption phase, although all R&D appears to be complete.
Distributors
Our relationships with distributors continues to grow, which we
believe will help us broaden awareness of our products and generate
sales of our products at a faster pace. During 2017, we added both
domestic and international distributors. During the summer, we
added a distributor in South America with ties to their country's
timber industry. In the second half of 2017 we entered into a new
distribution agreement with a distributor in California, that has a
broad customer base, to which they have begun selling GelTech
products. We are currently evaluating another South American
distributor and are in discussions with a possible distributor in
Israel.
Conclusion and Expectations for 2018
We are optimistic about the future of the Company. We realized
greater diversity of income across our business segments, with
revenue growth in our asset protection, biomass and industrial
suppression segments, which helped offset some of the current year
shortfalls in Wildland revenue. The growth in these recurring
(non-event dependent) sources should provide more stability and a
better platform from which to grow our business. Several projects
we have been working on for the past 2 1/2 - 3 years have started
to generate revenue in the 2nd half of 2017.
We also have a number of projects that have just begun, such as
lithium ion battery fire suppression and property fire protection
programs for insurance companies, making it more difficult to
project revenues for 2018. We believe that by the middle of the
year, we will be able to provide an update with a more accurate
forecast with regard to the potential growth of these projects. We
intend on communicating more frequently on all our activities.
I want to thank all of you for your continued support, and will
keep you informed as we move forward together.
Regards,
Michael Reger
President, GelTech Solutions
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3) Soil2O(R),
a product which reduces the use of water and is primarily marketed
to golf courses, commercial landscapers and the agriculture market;
and (4) FireIce(R) Home Defense Unit, a system for applying
FireIce(R) to structures to protect them from wildfires.
GelTech Solutions reported a net loss of $4.67 million on $1.20
million of sales for the year ended Dec. 31, 2016, compared with a
net loss of $6.02 million on $1.31 million of sales for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, Geltech had $2.55
million in total assets, $7.03 million in total liabilities and a
total stockholders' deficit of $4.48 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has a net
loss and net cash used in operating activities in the amount of
$4.67 million and $3.34 million, respectively, for the year ended
Dec. 31, 2016, and has an accumulated deficit and stockholders'
deficit of $47.96 million and $6.36 million, respectively, at Dec.
31, 2016. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
GETTY IMAGES: Bank Debt Trades at 6.42% Off
-------------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 93.58
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a increase of 1.75 percentage points from the
previous week. Getty Images Inc. pays 350 basis points above LIBOR
to borrow under the $1.9 billion facility. The bank loan matures on
October 3, 2019. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'CCC' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 26.
GLOBAL BROKERAGE: Exits Chapter 11 After Prepack Plan Confirmed
---------------------------------------------------------------
Global Brokerage, Inc. (NASDAQ:GLBR) said the effective date of its
Prepackaged Chapter 11 Plan of Reorganization of Global Brokerage,
Inc., which was confirmed by Bankruptcy Judge Michael E. Wiles on
Jan. 22, 2018, occurred on Feb. 8, 2018. The overall purpose of
the Plan was successful, and the new secured notes have been
distributed in accordance with the Plan.
According to a Form T-3 filing in January, the Company said that,
prior to the Effective Date, it intends to offer, under the terms
and subject to the conditions set forth in the Disclosure Statement
and the Plan of Reorganization, an aggregate principal amount of
approximately $172.5 million aggregate principal amount of 7.00%
Senior Notes due 2023 to holders of claims under the Company's
2.25% Convertible Notes due 2018. A copy of the filing is
available at https://is.gd/62Tvng
As reported by the Troubled Company Reporter, the overall purpose
of the Debtor's Plan is to enable GLBR to restructure its
obligations under $172,500,000 Principal Amount of 2.25%
Convertible Senior Notes due 2018 (the "Existing Notes"), by
effecting an exchange of those notes for new notes with new terms,
including an extended maturity date. All obligations of GLBR other
than those owed to the holders of Existing Notes are expected to be
paid in full in cash in the ordinary course of GLBR's business. The
legal rights of holders of equity interests in GLBR will be
unimpaired under the Plan.
A summary of the claims and projected recoveries under the plan:
Est. Allowed Projected
Claims and Interests Amount Recovery
-------------------- ------------ ---------
Other Priority Claims $100,000 100%
Other Secured Claims $0 100%
Existing Notes Claims $172,500,000 100%
General Unsecured Claims $95,000 100%
Intercompany Claims $12,145,534 100%
Other Subordinated Claims $0 100%
Interests N/A N/A
Global Brokerage has entered into a Restructuring Support Agreement
with Global Brokerage Holdings, LLC, FXCM Group, LLC, LUK-FX
Holdings, LLC in its capacity as a member of FXCM and as the sole
lender under the Leucadia Credit Agreement, Leucadia National
Corporation in its capacity as the administrative agent under the
Leucadia Credit Agreement, and certain beneficial holders of
existing notes representing more than 68.5% of the outstanding
principal amount of the existing notes. Pursuant to the support
agreement, certain beneficial holders of the existing notes, or
investment advisors on their behalf, have agreed, among other
things, to vote all of their claims in favor of the plan.
On the Effective Date, each Holder of an Allowed General Unsecured
Claim will receive (i) payment in full, in Cash, of the unpaid
portion of its Allowed General Unsecured Claim; (ii) Reinstatement
of its Allowed General Unsecured Claim in accordance with Section
1124(2) of the Bankruptcy Code (including any Cash necessary to
satisfy the requirements for Reinstatement), (iii) such other
distribution as necessary to satisfy the requirements of section
1129 of the Bankruptcy Code, or (iv) other treatment, as decided by
the Debtor and the Holder to their mutual satisfaction, such that
the General Unsecured Claim shall be rendered Unimpaired.
A full-text copy of Global Brokerage's disclosure statement dated
December 12, 2017 is available at:
http://bankrupt.com/misc/nysb17-13532-11.pdf
Global Brokerage is represented by:
Sarah R. Borders, Esq.
Thaddeus D. Wilson, Esq.
Elizabeth T. Dechant, Esq.
KING & SPALDING LLP
1180 Peachtree Street, NE
Atlanta, GA 30309
Tel: (404)572-4600
Fax: (404)572-5100
-- and --
Arthur Steinberg, Esq.
Michael R. Handler, Esq.
KING & SPALDING LLP
1185 Avenue of the Americas
New York, NY 10036
Tel: (212)556-2100
Fax: (212)556-2222
About Global Brokerage
New York-based Global Brokerage, Inc., is a holding company with an
indirect effective ownership of FXCM Group, LLC through its equity
interest in Global Brokerage Holdings, LLC. Through FXCM Group,
LLC the company provides an online foreign exchange trading and
related services to more than 178,000 active retail accounts
globally as of Dec. 31, 2016. The company offers its customers
access to over-the-counter FX markets and has developed a
proprietary technology platform that it believes provides its
customers with an efficient and cost-effective way to trade FX. The
company also offers its non-U.S. customers the ability to trade
contracts-for-difference.
Global Brokerage filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. 17-13532) with a prepackaged reorganization plan on Dec.
11, 2017. The Debtor disclosed total assets of $78.78 million and
total liabilities of $172.55 million as of Oct. 31, 2017. The case
was pending before the Honorable Michael E. Wiles.
Global Brokerage's legal advisors are King & Spalding LLP, and its
financial advisors are Perella Weinberg Partners LP. The claims
agent is Prime Clerk.
GOLF CARS: Court Gives Interim Nod to Use Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Golf Cars of West Texas LLC, on an interim basis, to use
cash collateral.
Use of cash collateral is limited to the Debtor's accounts
receivables valued at $5,926 and to pay normal and ordinary
expenses incurred in continuing its operations until the date the
Debtor obtains a final order authorizing use of cash collateral,
confirmation of its Plan, or further order of the Court.
As adequate protection for creditors claiming an interest in
Debtor’s cash collateral, the Court ordered the Debtor to provide
such creditors a lien on post-petition assets of the same class as
those in which there exists a properly perfected prepetition
security interest, which would secure the allowed secured claims of
such creditors.
The Debtor is also ordered to send copies of the monthly operating
reports as well as copies of its monthly financial statements to
the secured claimants. Should a creditors' secured amount be
diminished by Debtor's use of cash collateral, the creditor will be
allowed an administrative claim in the amount that the claimant
secured claim was diminished.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/GolfCarsOrder.pdf
About Golf Cars of West Texas
Golf Cars of West Texas, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-10312) on Dec. 4,
2017. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. Judge
Robert L. Jones presides over the case. The Debtor's counsel is
Tarbox Law P.C. as its legal counsel.
GREAT VISTA REAL: Hires SLBiggs as Accountant
---------------------------------------------
Great Vista Real Estate Investment Corporation seeks authority from
the U.S. Bankruptcy Court for the Northern District of California
to employ SLBiggs, A Division of SingerLewak, as accountant to the
Debtor.
Great Vista Real requires SLBiggs to:
a. provide financial advice and consult services to the Debtor
to assist in the liquidation of assets, preparation of
Plan, Disclosure Statement and other reports and
information filings as may be required by creditors, the
Court, the U.S. Trustee, and other parties in interest;
b. review, prepare financial analyses, litigation support
analyses, U.S. Trustee reports, and other accounting
reports and tax returns as may be required and necessary;
c. prepare Federal and State tax returns and all required
accompanying accounting, statements and schedules, and
coordinate the filing of returns with Special Procedures or
Bankruptcy units of the State and Federal taxing
authorities;
d. assist in drafting and preparation of the tax analysis,
insolvency analysis, and other sections of the Debtor's
Disclosure Statement and Plan, as may be required; prepare
forecasts, projections, cash flow analysis, liquidation
analysis and other reports required in connection with the
Debtor's Disclosure Statement and Plan, as may be required;
e. review the Debtor's book and records, and prepare
accounting and financial reports as may be necessary to
perform the services identified herein; and
f. provide other accounting, tax and consulting work as may be
required necessary to assist in the Debtor's business
operations and reorganization.
SLBiggs will be paid on these hourly rates:
Partners $400 to $495
Directors $350 to $375
Managers/Supervising Accountants $195 to $250
Paraprofessionals $110 to $125
SLBiggs received a prepetition retainer of $20,000 from Tsai Luan
Ho, with the intent that those funds be applied until the Retainer
balance is exhausted to her personal invoices, as well as to fees
and costs incurred in connection with the firm's work in the
bankruptcy case and the bankruptcy estate of Great Vista Real
Estate Investment Corporation (Case No. 18-30031) for which Ms. Ho
is concurrently filing an application to employ the firm as
accountants to the Debtor and for which she is the managing member
and 100% owner.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Samuel R. Biggs, a partner at SLBiggs, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
SLBiggs can be reached at:
Samuel R. Biggs
SLBIGGS, A DIVISION OF SINGERLEWAK, LLP
10960 Wilshire Boulevard Floor 7
Los Angeles, CA 90024
Tel: (310) 477-3924
About Great Vista Real Estate
Investment Corporation
Great Vista Real Estate Investment Corporation is a privately-owned
real estate company based in Atherton, California. The company is
the fee simple owner of a single-family residential property
located at 126 Atherton Avenue, Atherton, California, valued by the
company at $9.5 million.
Great Vista sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Cal. Case No. 18-30032) on Jan. 10, 2018. In the
petition signed by CEO Tsai Luan Ho, the Debtor disclosed $12.21
million in assets and $10.91 million in liabilities. HINDS &
SHANKMAN, LLP, is the Debtor's counsel, and Miller Starr Regalia is
the litigation counsel.
GREAT VISTA: Hires Yarken Realty as Real Estate Broker
------------------------------------------------------
Great Vista Real Estate Investment Corporation seeks authority from
the U.S. Bankruptcy Court for the Northern District of California
to employ Yarken Realty, as real estate broker to the Debtor.
Great Vista Real requires Yarken Realty to market and sell the
Debtor's real property located at 126 Atherton Avenue, Atherton,
CA.
Yarken Realty will be paid a commission of 4.5% of the gross sales
price of the property.
Monica Yeung Arima, member of Yarken Realty, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Yarken Realty can be reached at:
Monica Yeung Arima
YARKEN REALTY
152 Homer Ave.
Palo Alto, CA 94301
Tel: (650) 833-1337
E-mail: myarima@gmail.com
About Great Vista Real Estate
Investment Corporation
Great Vista Real Estate Investment Corporation is a privately-owned
real estate company based in Atherton, California. The company is
the fee simple owner of a single-family residential property
located at 126 Atherton Avenue, Atherton, California, valued by the
company at $9.5 million.
Great Vista sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Cal. Case No. 18-30032) on Jan. 10, 2018. In the
petition signed by CEO Tsai Luan Ho, the Debtor disclosed $12.21
million in assets and $10.91 million in liabilities. HINDS &
SHANKMAN, LLP, is the Debtor's counsel, and Miller Starr Regalia is
the litigation counsel.
GREENPARK RESIDENCES: Hires Brandon L. Kolb as Counsel
------------------------------------------------------
Greenpark Residences, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Florida to employ Brandon L.
Kolb, Esq., as counsel to the Debtor.
Greenpark Residences requires Brandon L. Kolb to:
(a) file and prosecute the Chapter 11 petition and schedules,
and all related pleadings and first day motions;
(b) take all steps necessary to authorize use of cash
collateral;
(c) advise the Debtor with respect to its powers and duties as
debtor-in-possession in the continued management,
operation and liquidation of its business and properties;
(d) review all loan and lease documents executed by the Debtor
with its lenders and lessors;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) review and take necessary steps if there are transfers
which may be avoided as preferential or fraudulent
transfers, under the appropriate provision of the
Bankruptcy Code;
(g) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
the Debtor's behalf, the defense of any action commenced
against the Debtor, negotiations concerning all litigation
in which the Debtor is or may become involved, and
objections to claims filed against the Debtor's estate;
(h) prepare on behalf of the Debtor all motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate;
(i) prepare on the Debtor's behalf any plan or plans of
liquidation, statements, and all related agreements and
documents, and take any necessary action on behalf of the
Debtor to obtain confirmation of such plan;
(j) represent the Debtor in connection with any potential
post-petition financing;
(k) advise the Debtor in connection with the sale of assets to
Reed and Barton Corporation and any other potential sale
of assets;
(l) appear before the Bankruptcy Court, any appellate courts,
and the United States Trustee and protect the interests of
the Debtor's estate before such Courts and the U.S.
Trustee;
(m) represent the Debtor with respect to general corporate and
transactional matters;
(n) appear before any local authorities or state permitting
agency with regard to the development, subdivision or
transfer of the Debtor's real estate.
Brandon L. Kolb will be paid at these hourly rates:
Brandon L. Kolb $200
Outside Counsel $300
Paralegals $150
Brandon L. Kolb will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brandon L. Kolb, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Brandon L. Kolb can be reached at:
Brandon L. Kolb, Esq.
4437 Central Avenue
St. Petersburg, FL 33713
Tel: (727) 656-8363
E-mail: Kolblaw2@gmail.com
About Greenpark Residences
GreenPark Residences, Inc., has operated mobile home park in the
City of Tampa, with its corporate headquarters located at 5004 N
19th Street, Tampa, FL 33605.
GreenPark Residences, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-08485) on Oct. 4, 2017, estimating under $1
million in both assets and liabilities, and is represented by
Brandon L. Kolb, Esq.
GREENWAY LLC: Hires The Associates as Attorney
----------------------------------------------
Greenway, LLC, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida to employ The Associates, as
attorney to the Debtor.
Greenway, LLC requires The Associates to:
a. give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued
management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the debtor in all matters pending
before the court;
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
The Associates will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David Lloyd Merrill, partner of The Associates, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
The Associates can be reached at:
David Lloyd Merrill, Esq.
THE ASSOCIATES
105 S Narcissus Ave., Suite 802
West Palm Beach, FL 33401
Tel: (561) 877-1111
E-mail: dlmerrill@theassociates.com
About Greenway
Based in Miami, Florida, Greenway, LLC, a single asset real estate
company, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-23693) on Nov. 13, 2017, estimating under $1 million in both
assets and liabilities. The Debtor originally filed an application
to hire Tomas A. Pila, Esq., at Pila Law Group, as counsel. The
Debtor in January 2018 filed an application to tap The Associates,
as attorney.
H. MELTON VENTURES: Trustee Hires Seidel Law as Counsel
-------------------------------------------------------
Scott M. Seidel, the Chapter 11 trustee of H. Melton Ventures, LLC,
and its debtor-affiliates, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Seidel Law Firm,
as counsel to the Trustee.
The Trustee requires Seidel Law to:
a. furnish legal advice to the Trustee with regard to his
powers, duties and responsibilities as a Chapter 11
Trustee;
b. prepare, for and on behalf of the Trustee, of all necessary
applications, motions, answers, orders, reports and other
legal papers that require legal counsel and are above and
beyond the scope of duties to be performed by the Trustee;
c. administer the assets and examine the conflicting claims in
the bankruptcy case;
d. communicate with claimants and, if necessary, object to
claims; and
e. perform all other legal services for the Trustee which may
be necessary herein.
Seidel Law will be paid at these hourly rates:
Attorneys $450
Paralegals $175 to $200
Support Staff $100
Seidel Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Scott M. Seidel, shareholder of Seidel Law Firm, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Seidel Law Firm can be reached at:
Scott M. Seidel, Esq.
SEIDEL LAW FIRM
6505 W. Park Blvd., Suite 306
Plano, TX 75093
Tel: (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.
In the petition signed by Michael Warden, its manager, H Melton
estimated $1 million to $10 million in both assets and liabilities.
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 cases.
David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy
counsel to the Holding Company, H Melton Ventures. The Debtors,
Henry J. Melton II and H. Melton Ventures RD, LLC, hired Wiley Law
Group, PLLC, as counsel.
On Jan. 8, 2018, Scott M. Seidel was appointed by the Bankruptcy
Court as the Chapter 11 Trustee of the Debtors. The Trustee hired
Seidel Law Firm, as counsel.
HAHN HOTELS: Files First Amended Joint Chapter 11 Plan
------------------------------------------------------
Hahn Hotels of Sulphur Springs, LLC, and its debtor affiliates
filed with the U.S. Bankruptcy Court for the Eastern District of
Texas a first amended joint chapter 11 plan of reorganization.
Under the first amended joint plan, Class 6 contains any Deficiency
Claims against that applicable Debtor(s). No treatment is provided
for Class 6-HH, as such Class contains no Claims.
For Class 6-HS, Class 6-SI, and Class 6-CL Claims, following the
closing of one or more Property Dispositions of substantially all
of the assets of the Debtor against which Class 6 has an Allowed
Class 6 Claim after the payment in full of all Secured and
otherwise higher-priority Claims, the Class 6 Claim Holder's Pro
Rata share, along with Holders of Class 5, Class 7, and applicable
Class 4 Claims, of any Contributed Cash or other Cash remaining
with such Debtor, if any. In the event that Cash from a Subsequent
Lender Sale is later paid to the applicable Debtor, the Holder of
such Class 6 Claim shall also receive the Class 6 Claim Holder's
Pro Rata share, along with Holders of Class 5, Class 7, and
applicable Class 4 Claims, of such Cash on account of the unpaid
portion of its Class 6 Claim, taking into account the payment of
higher-priority Claims. Provided, however, there is no obligation
under this Plan for the payment of any Cash from a Subsequent
Lender Sale made by the Holder of the Class 3-HS Claim; and
For Class 6-HI Claims, payment of such Class 6 Claim Holder's Pro
Rata share, along with Holders of Class 5, Class 7, and applicable
Class 4 Claims, of 80% of the applicable Debtor's excess cash flow
determined and paid on a quarterly basis for the earlier of (a) the
point at which such Claim is paid in full or (b) five years from
the Effective Date of the applicable Debtor's Plan.
A full-text copy of the First Amended Joint Reorganization Plan is
available at:
http://bankrupt.com/misc/txeb17-40947-396.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, its 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.
HALT MEDICAL: Needs More Time to Negotiate With Key Stakeholders
----------------------------------------------------------------
HMI Liquidating Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to further extend the exclusivity periods
during which only the Debtor can file a plan of reorganization and
solicit acceptance of the plan through and including April 9, 2018,
and June 8, 2018, exclusively.
The hearing on the Debtor's request is set for Feb. 28, 2018, at
10:00 a.m. (ET). Objections to the deadline must be filed by Feb.
21, 2018, at 4:00 p.m. (ET).
As reported by the Troubled Company Reporter on Jan. 3, 2018, the
Court extended the period within which it has the exclusive right
to file a Chapter 11 plan through Feb. 6, 2018, and to solicit
acceptances for the plan through April 9, 2018.
The Debtor is in the final stages of preparing a Chapter 11 plan to
wind down the Debtor's case. Some additional time is required in
that process in order for the key constituents to have an
opportunity to provide input as appropriate. The Debtor submits
that a reasonable further extension of the Exclusive Periods is
well-warranted. The extensions requested will foster an efficient
plan process, allowing the Debtor to complete its plan and
negotiate with key stakeholders without upsetting the balance
intended by the plan exclusivity accorded to a debtor under the
U.S. Bankruptcy Code.
The Debtor's case involved a large and complex business operation.
The Debtor's operations took place in regulated markets in the
U.S., European Union, Canada, Mexico, and Israel. Its funded
prepetition debt is substantial, exceeding $155 million in
prepetition secured debt.
The second Dow Corning factor -- time elapsed in Chapter 11 -- also
favors an exclusivity extension. The case is still in a position
to exit chapter 11 promptly.
With respect to the third Dow Corning factor, the Debtor had
several unresolved contingencies during much of its initial
Exclusive Periods. The sale process and the DIP motion, among
other things, were all contingencies that required resolution.
Although most of the Debtor's contingencies are behind it, certain
additional matters still need to be addressed with the Debtor's
stakeholders. Therefore, this factor also favors the requested
exclusivity extension.
The fourth Dow Corning factor also supports the exclusivity
extension, in view of the major progress made by the Debtor in case
to date. The Debtor set ambitious goals for the initial months of
its case, and essentially met or exceeded those goals, particularly
with respect to the event timeline for its sale process.
Finally, the fifth Dow Corning factor supports the requested
extension. The extension will not prejudice creditors or other
stakeholders of the Debtor's estate. Indeed, expiration of either
of the Exclusive Periods at this juncture gives rise to the risk of
competing Chapter 11 plans, which inevitably would involve
substantially increased administrative expenses and litigation. In
this case, an exercise would almost certainly end up decreasing net
recoveries to the Debtor's creditors, and may significantly delay
the Debtor's ability to confirm any plan in this bankruptcy case.
If the Exclusive Periods were to expire at this point, the risk
(albeit perhaps a small risk in this case) is that the careful
balancing fostered by exclusivity would vanish, potentially
undercutting the Debtor's ability to lead an organized and
cost-effective plan process.
Exclusivity serves several important purposes, embodying the policy
that in most circumstances, a debtor in possession is best suited
to lead the plan process, of course with the benefit of fulsome
participation by all case stakeholders. The Debtor submits that
its substantial progress in the case to date warrants affording it
a reasonable amount of additional time to have exclusive plan
filing and solicitation rights -- in effect to finish out the
administration of this case in the manner in which Chapter 11 of
the Bankruptcy Code is designed
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/deb17-10810-227.pdf
About Halt Medical Inc.
Halt Medical, Inc., a surgical device maker, sought bankruptcy
protection (Bankr. D. Del. Case No. 17-10810) on April 12, 2017.
Kimberly Bridges-Rodriguez, president and CEO, signed the
petition.
Judge Laurie S. Silverstein presides over the case. At the time of
the filing, the Debtor estimated $1 million to $10 million in
assets and $100 million to $500 million in liabilities.
The Debtor is represented by Steven K. Kortanek, Patricia A.
Jackson and Joseph N. Argentina Jr. of Drinker Biddle & Reath LLP,
and Robert L. Eisenbach III and Michael Klein of Cooley LLP.
Canaccord Genuity Inc. serves as the Debtor's investment banker,
and Donlin, Recano & Company, Inc., is the claims and noticing
agent.
The U.S. Trustee has been unable to form an official unsecured
creditors committee in the case.
* * *
U.S. Bankruptcy Judge Laurie Selber Silverstein approved the sale
of the Debtor's assets to its post-petition lender, Acessa AssetCo
LLC. The buyer served as stalking horse bidder and was the lone
bidder.
According to a Bankruptcy Law360 report, Halt Medical sought
bankruptcy protection in April with $156.3 million in debt. The
Chapter 11 filing followed an abrupt cutoff of financing by
longtime private equity investor American Capital Ltd., which
itself was acquired by Ares Capital Ltd.
The DIP lender and stalking horse bidder is represented by Adam
Landis and Kerri Mumford of Landis Rath & Cobb LLP.
HARBORVIEW TOWERS: Clarks Seek Appointment of Chapter 11 Trustee
----------------------------------------------------------------
Creditors, Dr. Paul C. Clark, Sr., Rebecca Delorme and Paul C.
Clark, Jr. (the "Clarks"), join Penthouse 4C, LLC in asking the
U.S. Bankruptcy Court for the District of Maryland to dismiss or
convert the case to a proceeding under Chapter 7, or to appoint a
chapter 11 trustee to administer the bankruptcy estate of the
Council of Unit Owners of the 100 Harborview Drive Condominium.
The Debtor filed a Chapter 11 Plan of Reorganization on October 28,
2016. Subsequently, a Second Amended Chapter 11 Plan was filed on
February 23, 2017, which was objected by the Clarks, and rejected
by the Court due to the inclusion of impermissible third-party
releases.
The Clarks complain that this proceeding has been pending for
nearly 23 months but the Debtor is no closer to confirming a
Chapter 11 Plan than it was on Petition Date. Even worse, it has
been nearly ten months since the rejection of the Second Amended
Plan, yet the Debtor has not proposed another plan.
Meanwhile, the Clarks relate that since the Petition Date, the
Debtor's estate has incurred over $1.5 million in legal fees
between its bankruptcy counsel and special condominium counsel,
while claimants situated like the Clarks have received nothing and
their unit remains uninhabitable due to Debtor's failure to
maintain the building causing water infiltration and pigeon feces
to infest their Unit PH4A.
Moreover, the Clarks tell the Court that the Debtor incurred fresh
debts through continuing loans from Howard Bank (the institution
that loaned monies to the Debtor for its failed building
renovation) and has made no real progress toward reorganization
causing a tremendous drain on the estate. The Clarks argue that
allowing such expenditure of the estate assets on such an
unjustifiable scale while at the same time enforcing the automatic
stay (precluding the creditors from enforcing their rights) is
unfair and prejudicial to creditors.
Additionally, as was argued during the Amended Plan hearing in
February 2017, the Clarks believe that the Debtor has an
affirmative duty under the Maryland Condominium Act -- to levy a
special assessment on individual unit owners to fund its
obligations and expenses and pay creditors in full. However, for
nearly 23 months into this case, the Clarks assert that the
Debtor's refusal to levy a special assessment to fully fund its
obligations is indefensible.
Finally, the Clarks argue that allowing the Debtor to continue
floundering along as debtor-in-possession flies in the face of the
Bankruptcy Code's purpose of securing "the prompt and effectual
administration and settlement of the debtor's estate.”
The Clarks are represented by:
Brennan C. McCarthy, Esq.
Brennan McCarthy & Associates
1116 West Street, Suite C
Tel: (443) 294-1083
Fax: (443) 200-6135
Email: bmccarthy@brennanmccarthy.com
About the Debtor
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9,
2016.
The petition was signed by Dr. Reuben Mezrich, president. The
Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar,
Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to
the case. The Debtor estimated assets and liabilities at $10
million to $50 million.
HI-LO FARMS: Wants Court Approval to Use Cash Collateral
--------------------------------------------------------
Hi-Lo Farms, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Mississippi to use cash collateral.
Prior to filing for Chapter 11, the Debtor obtained loans from the
Bank of Okolona, secured by the Debtor's real property in Monroe
County, Mississippi, along with other property owned or controlled
by the equity security holder of the Debtor. The Debtor has not
been delinquent in payments on the loans.
The Debtor told the Court that the cash collateral will be used for
maintenance of its farm, marketing in its efforts to sell the farm,
and administrative costs in the Chapter 11 case.
The Debtor revealed that no adequate protection payments are needed
since it is current with its payment obligations to the Bank.
Further, the Bank is over secured by a large margin and its
security interest is adequately protected.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/Hi-LoFarmsMotion.pdf
About Hi-Lo Farms
Hi-Lo Farms, Inc. is a privately-held company in Gulfport,
Mississippi, which is engaged in farming. It sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
17-51239) on June 23, 2017. In the petition signed by Martha L.
Cole, president, the Debtor estimated assets and liabilities of $1
million to $10 million. Judge Katharine M. Samson presides over
the case. Patrick Sheehan at Sheehan Law Firm, PLLC, serves as
bankruptcy counsel to the Debtor.
HOOPER HOLMES: Perritt Capital Cuts Stake to 1% as of Oct. 31
-------------------------------------------------------------
Perritt Capital Management, Inc., reported to the Securities and
Exchange Commission that as of Dec. 31, 2017, it beneficially owns
265,847 shares of common stock of Hooper Holmes, Inc., constituting
1.0% based upon an aggregate of 26,768,498 shares outstanding as of
Oct. 31, 2017. Perritt Funds, Inc. also reported beneficial
ownership of 209,260 Common Shares as of that date. A full-text
copy of the regulatory filing is available for free at
https://is.gd/fbB868
About Hooper Holmes
Founded in 1899, Hooper Holmes, Inc. --
http://www.hooperholmes.com/-- is a publicly-traded New York
corporation that provides health risk assessment services. With
the acquisition of Accountable Health Solutions, Inc. in 2015, the
Company has expanded to also provide corporate wellness and health
improvement services. This uniquely positions the Company to
transform and capitalize on the large and growing health and
wellness market as one of the only publicly-traded, end-to-end
health and wellness companies.
Mayer Hoffman McCann P.C., in Kansas City, Missouri, the Company's
independent accounting firm, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has suffered recurring losses
from operations, negative cash flows from operations and other
related liquidity concerns, which raises substantial doubt about
the Company's ability to continue as a going concern.
Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Hooper Holmes had
$37.20 million in total assets, $42.11 million in total liabilities
and a total stockholders' deficit of $4.91 million.
IAN-K LLC: Hires Total Accounting as Bookkeeper
-----------------------------------------------
Ian-K, LLC, and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Arizona to employ Total
Accounting for Small Business, as bookkeeper to the Debtors.
Total Accounting will render the following services, and will be
paid as follows:
Bookkeeping Services $35 per hour
Post all banking and
credit transactions $30 per statement
Download all banking and
credit transactions $30 per statement
Prepare 1099 $10 per statement
Reconcile bank and
credit statements $10 per statement
Prepare financial statements $50 per submission
Total Accounting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
To the best of the Debtors' knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
About Ian-K and DDS-Oral
Ian-K, LLC, was formed for the purpose of owning certain commercial
real properties located at 3150 N. 7th St., Suite 100, Phoenix,
Maricopa County, Arizona, and 3100 N. Robert Road, Prescott Valley,
Yavapu County, Arizona. Ian-K has no employees. J. Tina Keyhani
DDS-Oral & Maxillofacial Surgery, P.C., was formed on Oct. 15, 2001
for the purpose of providing dental services, specializing in oral
and maxillofacial surgery. DDS-Oral has 2 full-time employees and
1 part-time employee (not including Keyhani).
Ian-K and DDS-Oral filed voluntary petitions under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-00002 and
18-00003) on Jan. 2, 2018.
Ian-K is operated by J. Tina Keyhani. Keyhani holds 100% membership
interest and is the manager of Ian-K. DDS-Oral is owned and
operated by Keyhani. Keyhani is the sole shareholder and president
of DDS-Oral. Because Ian-K and DDS-Oral are owned, operated and
managed by Keyhani, the Debtors filed a motion to have the cases
jointly administered.
The Debtors are represented by D. Lamar Hawkins, Esq., at Aiken
Schenk Hawkins & Ricciardi, P.C.
ICONIX BRAND: OppenheimerFunds Has 10.49% Stake as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, OppenheimerFunds, Inc. disclosed that as of Dec. 31,
2017, it beneficially owns 6,000,855 shares of common stock of
Iconix Brnd Group, Inc., constituting 10.49 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/5qKHDq
About Iconix
Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments. The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions.
Iconix reported a net loss attributable to the Company of $252.1
million in 2016 following a net loss attributable to the Company of
$189.3 million in 2015. As of Sept. 30, 2017, Iconix had $1.08
billion in total assets, $1.13 billion in total liabilities, $30.72
million in redeemable non-controlling interest, and a $77.66
million total stockholders' deficit.
"Due to certain developments, including the recent decision by
Target Corporation not to renew the existing Mossimo license
agreement and by Walmart, Inc. not to renew the existing DanskinNow
license agreement with us and our revised forecasted future
earnings, we forecasted that we would be unlikely to be in
compliance with certain of our financial debt covenants in 2018 and
that we may face possible liquidity challenges in 2018. This
raises substantial doubt about our ability to continue as a going
concern. Our ability to continue as a going concern is dependent
on our ability to raise additional capital and implement our
business plan," said the Company in its quarterly report for the
period ended Sept. 30, 2017.
INPIXON: All 6 Proposals Approved at Special Meeting
----------------------------------------------------
Inpixon held a special meeting of stockholders on Feb. 2, 2018,
at which the stockholders:
(1) approved an amendment to the Articles of Incorporation to
effect a reverse stock split of the Company's outstanding
Common Stock at a ratio between 1-for-5 and 1-for-60, to be
determined at the discretion of the Company's Board of
Directors, for the purpose of complying with Nasdaq Listing
Rule 5550(a)(2), subject to the Board's discretion to
abandon such amendment;
(2) approved an amendment to the Articles of Incorporation to
increase the number of the Company's authorized shares of
Common Stock from 50,000,000 to 250,000,000;
(3) approved the Company's 2018 Employee Stock Incentive Plan,
to be implemented at the discretion of the Board;
(4) approved the issuance of shares of Common Stock upon
conversion of a convertible promissory note issued to an
accredited investor on Nov. 17, 2017 in accordance with the
terms of the Note, as required by and in accordance with
Nasdaq Listing Rule 5635;
(5) approved the issuance of shares of Common Stock upon
exercise of the warrants to purchase common stock to be
issued to accredited investors pursuant to a securities
purchase agreement, dated Jan. 5, 2018, in accordance with
the terms of the Warrants, as required by and in accordance
with Nasdaq Listing rule 5635(d); and
(6) approved the adjournment of the Special Meeting, if
necessary, to continue to solicit votes on the proposals if
sufficient votes to pass the proposals are not received in
time for the Special Meeting.
On Feb. 2, 2018, Inpixon filed a Certificate of Amendment to its
Restated Articles of Incorporation, as amended, with the Secretary
of State of the State of Nevada to increase the number of the
Company's authorized shares of common stock, par value $0.001 per
share, from 50,000,000 to 250,000,000, effective upon filing.
About Inpixon
Inpixon is a technology company that helps to secure, digitize and
optimize any premises with Indoor Positioning Analytics (IPA) for
businesses and governments in the connected world. Inpixon Indoor
Positioning Analytics is based on radically new sensor technology
that finds all accessible cellular, Wi-Fi, Bluetooth and RFID
signals anonymously. Paired with a high-performance, data
analytics platform, this technology delivers visibility, security
and business intelligence on any commercial or government premises
world-wide. Inpixon's products, infrastructure solutions and
professional services group help customers take advantage of
mobile, big data, analytics and the Internet of Things (IoT).
Inpixon is headquartered in Palo Alto, California.
Inpixon reported a net loss of $27.50 million in 2016 following a
net loss of $11.72 million in 2015. As of Sept. 30, 2017, Inpixon
had $35.20 million in total assets, $51.67 million in total
liabilities and a total stockholders' deficit of $16.46 million.
Marcum LLP, in New York, NY, issued a "going concern" opinion in
its report on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has recurring losses
from operations and expects to continue to have losses in the
foreseeable future. These conditions raise substantial doubt about
its ability to continue as a going concern.
INPIXON: Effects a Reverse Common Stock Split
---------------------------------------------
Inpixon's Board of Directors has approved a reverse stock split of
the Company's common stock whereby every 30 shares of common stock
will automatically be combined into one share of common stock. The
reverse split was approved by the Company's shareholders on Feb. 2,
2018 and was effective as of the commencement of trading on Feb. 6,
2018.
No fractional shares of Common Stock will be issued in connection
with the Reverse Stock Split. If, as a result of the Reverse Stock
Split, a stockholder would otherwise hold a fractional share, the
stockholder will receive, in lieu of the issuance of such
fractional share, one whole share of Common Stock.
Corporate Stock Transfer, the Company's transfer agent, is acting
as the exchange agent for the Reverse Stock Split and will provide
instructions to stockholders of record regarding the process for
exchanging shares. Those stockholders holding Common Stock in
"street name" will receive instructions from their brokers.
About Inpixon
Inpixon is a technology company that helps to secure, digitize and
optimize any premises with Indoor Positioning Analytics (IPA) for
Businesses and Governments in the connected world. Inpixon Indoor
Positioning Analytics is based on radically new sensor technology
that finds all accessible cellular, Wi-Fi, Bluetooth and RFID
signals anonymously. Paired with a high-performance, data
analytics platform, this technology delivers visibility, security
and business intelligence on any commercial or government premises
world-wide. Inpixon's products, infrastructure solutions and
professional services group help customers take advantage of
mobile, big data, analytics and the Internet of Things (IoT).
Inpixon is headquartered in Palo Alto, California.
Inpixon reported a net loss of $27.50 million in 2016 following a
net loss of $11.72 million in 2015. As of Sept. 30, 2017, Inpixon
had $35.20 million in total assets, $51.67 million in total
liabilities and a total stockholders' deficit of $16.46 million.
Marcum LLP, in New York, NY, issued a "going concern" opinion in
its report on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has recurring losses
from operations and expects to continue to have losses in the
foreseeable future. These conditions raise substantial doubt about
its ability to continue as a going concern.
INVERRARY RESORT: March 7 Disclosure Statement Approval Hearing
---------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida will convene a hearing on March 7, 2018 at
10:30 a.m. to consider approval of The Inverrary Resort Hotel
Condominium Association Inc. and its affiliates' disclosure
statement accompany its liquidation plan dated Jan. 22, 2018.
The last day for filing and serving objections to the Disclosure
Statement is Feb. 5, 2018.
About The Inverrary Resort Hotel
Condominium Association Inc.
The Inverrary Resort Hotel Condominium Association, Inc., Nirvana
Inverrary Lofts, Inc., and Alrames S.A.de C.V. Corp. filed
voluntary chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
16-17792, 16-17799 and 16-17802) on May 31, 2016. The petitions
were signed by Maria E. Monzon, president/Trustee under the
Termination Trust. The three Debtors are represented in their
jointly administered cases by Jason Slatkin, Esq., at Slatkin &
Reynolds, P.A. The cases are assigned to Judge John K. Olson.
At the time of the filings each single asset real estate Debtor
estimated its assets at less than $50,000 and its debts at more
than $1 million.
INVERRARY RESORT: Trustee Files Chapter 11 Liquidation Plan
-----------------------------------------------------------
Maria Yip, the appointed Chapter 11 Trustee of The Inverrary Resort
Hotel Condominium Association, Inc., Nirvana Inverrary Lofts, Inc.,
and Alrames S.A. de C.V. Corp. filed with the U.S. Bankruptcy Court
for the Southern District of Florida to a Disclosure Statement
containing information about the Debtors and describes the Plan of
Liquidation filed by the Plan Proponent.
The Debtors owned real properties located at 3501 Inverrary Blvd.,
Lauderhill, FL 33319, 3366 Spanish Moss Terrace, Lauderhill, FL
33319 and 6300 Racquet Club Drive., Lauderhill, FL 33319.
On August 20, 2017, the sale of the Properties closed, netting
$1,583,394 in proceeds which will be used to pay administrative
expenses and will fund the Plan. The current cash on hand as of
January 18, 2018 is $810,136. The estate has made a claim in the
amount of $150,000 against the buyer's premium contemplated in the
Sale Procedures Order -- if recovered would become part of the
available funds.
As of the Bar Date (which passed on September 26, 2016), there was
a total of $350 in Class 1 claims; $10,641,606 in Class 2 claims;
and $22,677,376 in Class 3 claims against the Estate.
Under the Plan, allowed Class 3 general unsecured claims will
receive in full satisfaction, release and exchange for such Allowed
Claim, a Pro Rata share of the available funds, after payment of
any Class 1 claims and after payment of all administrative
expenses, U.S. Trustee fees and other payment required to be made
under the Plan.
All payments necessary to achieve confirmation of the Plan and to
fund payment to creditors will be funded from the available funds
which will be comprised of the remaining Net Proceeds after the
sale of the Properties. The Plan Proponent believes that the
available funds are sufficient to pay a pro rata portion of all of
the claims and all of the expenses that are entitled to be paid on
the Effective Date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-17792-579.pdf
About The Inverrary Resort Hotel
Condominium Association Inc.
The Inverrary Resort Hotel Condominium Association, Inc., Nirvana
Inverrary Lofts, Inc., and Alrames S.A.de C.V. Corp. filed
voluntary chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
16-17792, 16-17799 and 16-17802) on May 31, 2016. The petitions
were signed by Maria E. Monzon, president/Trustee under the
Termination Trust. The three Debtors are represented in their
jointly administered cases by Jason Slatkin, Esq., at Slatkin &
Reynolds, P.A. The cases are assigned to Judge John K. Olson.
At the time of the filings each single asset real estate Debtor
estimated its assets at less than $50,000 and its debts at more
than $1 million.
On August 5, 2016, the Court appointed Maria Yip as Chapter 11
Trustee.
The Chapter 11 trustee hire real estate brokerage firm Hunter
Realty Associates, Inc.
IO AT TECH RIDGE: Hires Waller Lansden as Counsel
-------------------------------------------------
IO at Tech Ridge, LP, seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ Waller Lansden
Dortch & Davis, LLP, as counsel to the Debtor.
IO at Tech Ridge requires Waller Lansden to:
(a) advise the Debtor as to its rights and responsibilities;
(b) take all necessary action to protect and preserve the
estate of Debtor, including, if necessary, the prosecution
of actions or adversary or other proceedings on Debtor's
behalf;
(c) develop, negotiate and promulgate sales procedures for the
assets of Debtor;
(d) prepare on behalf of the Debtor all necessary
applications, motions, and other pleadings and papers in
connection with the administration of the estate; and
(e) perform all other legal services required by Debtor in
connection with the Chapter 11 case.
Waller Lansden will be paid at these hourly rates:
Attorneys $230
Paralegals $150 to $240
Waller Lansden will be paid a retainer in the amount of $10,000.
Waller Lansden will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric J. Taube, a partner at Waller Lansden, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Waller Lansden can be reached at:
Eric J. Taube, Esq.
WALLER LANSDEN DORTCH & DAVIS, LLP
100 Congress Avenue, Suite 1800
Austin, TX 78701
Tel: (512) 685-6400
Fax: (512) 685-6417
E-mail: eric.taube@wallerlaw.com
About IO at Tech Ridge
IO at Tech Ridge, LP, is a limited partnership that owns a
partially constructed apartment project in Austin, Travis County,
Texas. IO at Tech Ridge filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 17-11540) on Dec. 11, 2017. The Debtor
hired Nicholas B. Bangos, P.A., as counsel.
IVANTI SOFTWARE: Bank Debt Due 2024 Trades at 2.67% Off
-------------------------------------------------------
Participations in a syndicated loan under which Ivanti Software
Inc. (fka LANDesk Group Inc.) is a borrower traded in the secondary
market at 97.33 cents-on-the-dollar during the week ended Friday,
January 26, 2018, according to data compiled by LSTA/Thomson
Reuters MTM Pricing. This represents an increase of 2.08 percentage
points from the previous week. Ivanti Software pays 425 basis
points above LIBOR to borrow under the $825 million facility. The
bank loan matures on January 20, 2024. Moody's rates the loan 'B2'
and Standard & Poor's gave a 'B-' rating to the loan. The loan is
one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, January 26.
IVANTI SOFTWARE: Bank Debt Due 2025 Trades at 4.00% Off
-------------------------------------------------------
Participations in a syndicated loan under which Ivanti Software
Inc. (fka LANDesk Group Inc.) is a borrower traded in the secondary
market at 96.00 cents-on-the-dollar during the week ended Friday,
January 26, 2018, according to data compiled by LSTA/Thomson
Reuters MTM Pricing. This represents an increase of 1.05
percentage points from the previous week. Ivanti Software pays 900
basis points above LIBOR to borrow under the $200 million facility.
The bank loan matures on January 20, 2025. Moody's rates the loan
'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The
loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday, January 26.
LAKESHORE PROPERTIES: Hires Nicholas B. Bangos as Counsel
---------------------------------------------------------
Lakeshore Properties of South Florida, LLC, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Nicholas B. Bangos,
P.A., as counsel to the Debtor.
Lakeshore Properties requires Nicholas B. Bangos to:
(a) advise the Debtor with respect to its powers and duties as
debtor in possession in the continued management and
operation of their business and property; attend meetings
and negotiate with representatives of creditors and other
parties-in-interest;
(b) advise and consult on the conduct of the chapter 11 cases,
including all of the legal and administrative requirements
of operating in chapter 11;
(c) advise the Debtor in connection with any contemplated
sales of assets or business combinations, including the
negotiation of sales promotion, liquidation, stock
purchase, merger or join venture agreements, formulate and
implement bidding procedures, evaluate competing offers,
draft, appropriate corporate documents with respect to the
proposed sales and counsel the Debtor in connection with
the closing of such sales;
(d) advise and represent the Debtor in connection with
obtaining post-petition financing and making cash
collateral arrangements, provide advise and counsel with
respect to pre-petition financing arrangements and provide
advice to the Debtor in connection with the emergence and
capital structure, and draft documents relating thereto;
(e) analyze the Debtor's leases and contracts and the
assumptions, rejections, or assignments thereof and
the validity of liens against the Debtor's assets, and
advise the Debtor on matters relating thereto;
(f) advise the Debtor with respect to legal issues arising in
or relating to the Debtors' ordinary course of business
including attendance at meetings with the Debtor's
financial and turnaround advisors and meetings of board of
directors;
(g) consult with the Debtor on Florida real estate and land
use issues and perform various tasks related thereto;
(h) take all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the
Debtor's behalf, defending any actions commenced
against the Debtors or their respective estates, and
representing the Debtor's interests in negotiations
concerning all litigation in which the Debtor are or may
be involved, including objections to claims filed against
the Debtor's estates;
(i) prepare pleadings in connection with the chapter 11 case
on the Debtor's behalf, including all motions,
applications, answers, orders, reports and papers
necessary to the administration of the Debtor's estates;
(j) negotiate and prepare on the Debtor's behalf a chapter 11
plan of reorganization or liquidation, disclosure
statement and all related agreements and documents, and
take any necessary actions on behalf of the Debtor to
obtain confirmation of such plan;
(k) attend meetings with third parties and participate in
negotiations with respect to the above matters;
(l) appear before the Bankruptcy Court, any appellate courts,
and the U.S. Trustee to protect and represent the
interests of the Debtor's estate before such courts and
the U.S. Trustee; and
(m) perform all other necessary legal services and provide all
other necessary legal advise to the Debtor in connection
with the chapter 11 cases.
Nicholas B. Bangos will be paid at these hourly rates:
Partners $500
Associates $175 to $350
Paraprofessionals $125
On Nov. 8, 2017, Nicholas B. Bangos received $1,717 for the filing
fee from Little Bongo, LLC. On Nov. 16, 2017, Nicholas B. Bangos
received $5,000 as a retainer for the Debtor's case and the chapter
11 cases of Okeechobee CC-1 Land Trust and Okeechobee CC-III Land
Trust.
Nicholas B. Bangos will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Nicholas B. Bangos, partner of Nicholas B. Bangos, P.A., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Nicholas B. Bangos can be reached at:
Nicholas B. Bangos, Esq.
NICHOLAS B. BANGOS, P.A.
2925 PGA Blvd., Suite 204
Palm Beach Gardens, FL 33410
Tel: (561) 626-4700
Fax: (561) 627-9479
E-mail: nbb@nickbangoslaw.com
About Lakeshore Properties
of South Florida
Formed in 2002, Lakeshore Properties of South Florida, LLC, is a
Florida Limited Liability Company engaged in activities related to
real estate. Its principal assets are located in Okeechobee
County, Florida.
Lakeshore Properties of South Florida filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21866) on Sept.
28, 2017. In the petition signed by Manuel C. Diaz, its managing
member, the Debtor estimated assets up to $50,000 and its
liabilities at $10 million and $50 million. Judge Robert A. Mark
presides over the case. Nicholas B. Bangos, Esq., at Nicholas B.
Bangos, P.A., serves as the Debtor's bankruptcy counsel.
LANDMARK HOSPITALITY: 6th Amended Plan Hearing Set for March 14
---------------------------------------------------------------
Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona approved Landmark Hospitality, LLC's second
amended disclosure statement referring to its proposed sixth
amended plan of reorganization dated Jan. 30, 2018.
The hearing to consider the confirmation of the Sixth Amended Plan
will be held at the Bankruptcy Court, 38 S. Scott, Room 446,
Tucson, Arizona, or Phoenix Court Room 301 on Wednesday, March 14,
2018 at 10:30 a.m.
The last day for filing written acceptances or rejections of the
Plan is fixed at five business days prior to the hearing date set
for confirmation of the Plan.
The last day for filing and serving written objections to
confirmation of the Plan is fixed at five business days prior to
the hearing date set for confirmation of the Plan.
The sixth amended plan adds a provision stating that if, at any
time subsequent to the Effective Date, HLT determines in its sole
and absolute discretion that the Debtor has failed an inspection
conducted pursuant to Section 3(e) of the Franchise License
Agreement, such failure will constitute a default under the
Franchise License Agreement, and, notwithstanding anything to the
contrary contained in the Franchise License Agreement, HLT Existing
Franchise Holding LLC will be entitled to immediately terminate the
Franchise License Agreement and exercise all other rights and
remedies contained in, related to, or arising out of the Franchise
License Agreement, without approval from or notice to the
Bankruptcy Court, and whether or not the Case is pending at such
time.
A full-text copy of the Sixth Amended Plan is available at:
http://bankrupt.com/misc/azb4-16-02826-261.pdf
About Landmark Hospitality
Landmark Hospitality, LLC, sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Arizona (Tucson) (Case No. 16-02826) on March 21, 2016.
The petition was signed by Jyotindra Patel, member. The case is
assigned to Judge Brenda Moody Whinery.
The Debtor is represented by Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC.
The Debtor disclosed total assets of $2.78 million and total debts
of $3.75 million.
No official committee of unsecured creditors has been appointed.
LEI TRANSPORTATION: Hires Paul Reece as Attorney
------------------------------------------------
LEI Transportation, Inc., has filed an amended application with the
U.S. Bankruptcy Court for the Northern District of Georgia seeking
approval to hire Paul Reece Marr, P.C., as attorney to the Debtor.
LEI Transportation requires Paul Reece to:
(a) provide the Debtor with legal advice regarding its powers
and duties as debtor in possession in the continued
operation and management of its affairs;
(b) prepare on behalf of the Debtor the necessary
applications, statements, schedules, lists, answers,
orders and other legal papers pursuant to the Bankruptcy
Code; and
(c) perform all other legal services in the Chapter 11
bankruptcy proceeding for the Debtor which may be
reasonably necessary.
Paul Reece will be paid at these hourly rates:
Attorneys $325
Paralegals $125
Clerical $50
Paul Reece will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul Reece Marr, partner of Paul Reece Marr, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Paul Reece can be reached at:
Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
300 Galleria Parkway, N.W., Suite 960
Atlanta, GA 30339
Tel: (770) 984-2255
About LEI Transportation
Based in Tucker, GA, LEI Transportation, Inc. --
http://www.leitransportation.com/-- is a full-service freight
shipping company with the assets, experience and logistics to
handle freight shipments of any size.
LEI Transportation filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 18-50786) on Jan. 17, 2018. In its petition signed by CEO
Michael D. Walling, the Debtor estimated $50,000 to $100,000 in
assets and $1 million to $10 million in liabilities. Paul Reece
Marr, Esq., at Paul Reece Marr, P.C., serves as bankruptcy counsel
to the Debtor.
LG WOOD VALLEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: LG Wood Valley, LLC
2316 N. Wahsatch Ave # 631
Colorado Springs, CO 80907
Business Description: LG Wood Valley, LLC is a single asset real
estate company (as defined in 11 U.S.C.
Section 101(51B)), whose principal place of
business is located at 2979 Wood Valley Road
Sonoma, CA 95476.
Chapter 11 Petition Date: February 7, 2018
Court: United States Bankruptcy Court
Northern District of California (Santa Rosa)
Case No.: 18-10075
Judge: Hon. Charles Novack
Debtor's Counsel: Craig A. Burnett, Esq.
LAW OFFICES OF CRAIG A. BURNETT
537 4th St. #A
Santa Rosa, CA 95401
Tel: (707) 523-3328
E-mail: cburnett@nomoredebt.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Randy Rene King, president of managing
member.
The Debtor said it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb18-10075.pdf
LINDA'S CHERRY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Linda's Cherry Hill, LLC 18-12468
DBA Linda's
DBA Linda's the Bra Lady
100 Springdale Road, B-9
Cherry Hill, NJ 08003
Linda the Bra Lady LLC 18-12469
DBA Linda's
DBA Linda's Online
DBA Linda the Bra Lady
552 3rd Avenue, Ground Floor
New York, NY 10016
Type of Business: Linda's Cherry Hill and Linda the Bra Lady
are privately held companies that operate
lingerie stores selling bras, underwear,
shapewear, and bra accessories at their New York
City and Cherry Hill, NJ locations. The
Companies specialize in maternity bras, sports
bras, mastectomy department, bridal bras, bikini
tops and waist cinchers. They offer brands like
Simone Perele, Elila Bras, Affinitas Intimates,
Curvy Kate, Miss Mandalay and Shock Absorber.
https://www.lindasonline.com/
Chapter 11 Petition Date: February 7, 2018
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Judge: Hon. Jerrold N. Poslusny Jr.
Debtors' Counsel: E. Richard Dressel, Esq.
FLASTER/GREENBERG PC
1810 Chapel Avenue West, 3rd Floor
Cherry Hill, NJ 08002
Tel: (856) 661-1900
E-mail: rick.dressel@flastergreenberg.com
- and -
Damien Nicholas Tancredi, Esq.
FLASTER/GREENBERG PC
1835 Market Street, Suite 1050
Philadelphia, PA 19103
Tel: 215-587-5675
E-mail: damien.tancredi@flastergreenberg.com
Linda's Cherry Hill's
Estimated Assets: $50,000 to $100,000
Linda's Cherry Hill's
Estimated Debt: $1 million to $10 million
Linda the Bra Lady's
Estimated Assets: $100,000 to $500,000
Linda the Bra Lady's
Estimated Debt: $1 million to $10 million
The petitions were signed by Linda Becker, manager.
The Debtors each did not file a list of 20 largest unsecured
creditors together with the petitions.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/njb18-12468.pdf
http://bankrupt.com/misc/njb18-12469.pdf
LSB INDUSTRIES: Robert Robotti Has 7.9% Stake as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, these reporting persons reported beneficial ownership
of shares of common stock of LSB Industries, Inc. as of Dec. 31,
2017:
Shares Percentage
Beneficially of
Reporting Persons Owned Shares
----------------- ------------ ----------
Robert E. Robotti 2,243,326 7.9%
Robotti & Company, Incorporated 2,233,326 7.9%
Robotti & Company Advisors, LLC 2,216,633 7.8%
Robotti Securities, LLC 16,523 Less Than 1%
Kenneth R. Wasiak 1,030,922 3.6%
Ravenswood Management Company, L.L.C. 1,030,922 3.6%
The Ravenswood Investment Company, L.P. 649,599 2.3%
Ravenswood Investments III, L.P. 381,323 1.3%
Ossia Capital Management, LLC 25,000 Less Than 1%
Ossia Partners Fund, LLC 25,000 Less Than 1%
Suzanne Robotti 10,000 Less Than 1%
Daniel Vitetta 30 Less Than 1%
The percntages are based on an aggregate of 28,405,103 shares of
Common Stock, par value $0.10 per share, outstanding as of Oct. 27,
2017, as disclosed in the Issuer's Quarterly Report on Form 10-Q,
for the quarter ended Sept 30, 2017.
A full-text copy of the regulatory filing is available at:
https://is.gd/0Wy585
About LSB Industries
Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. --
http://www.lsbindustries.com/-- manufactures and sells chemical
products for the agricultural, mining, and industrial markets. The
Company owns and operates facilities in Cherokee, Alabama, El
Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a
global chemical company in Baytown, Texas. LSB's products are sold
through distributors and directly to end customers throughout the
United States.
LSB reported net income attributable to common stockholders of
$64.76 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $38.03 million in 2015.
As of Sept. 30, 2017, LSB Industries had $1.19 billion in total
assets, $582.54 million in total liabilities, $167.1 million in
redeemable preferred stocks and $445.2 million in total
stockholders' equity.
* * *
In November 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on Oklahoma City-based LSB Industries Inc. S&P said
the company continues to experience operational issues at both its
El Dorado and Pryor plants, and although the company has shown
improved operating results thus far in 2017, S&P still views
leverage metrics to be at unsustainable levels for the next year.
In November 2016, Moody's Investors Service downgraded LSB's
corporate family rating (CFR) to 'Caa1' from 'B3', its probability
of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million
guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1'
CFR rating reflects Moody's expectations that the combined
uncertainty over operational reliability and the compressed
margins, resulting from the low nitrogen fertilizer pricing
environment, could result in continued weak financial metrics for a
protracted period.
MARRONE BIO: Closes $30 Million Private Placement
-------------------------------------------------
Marrone Bio Innovations, Inc., announced the closing of its $30
million private placement transactions with certain institutional
accredited investors, including Ospraie Ag Science LLC, and the
conversion of $45 million of MBI's outstanding debt into equity.
MBI issued to the investors and converting debt holders an
aggregate of 69,714,286 shares of its common stock, representing a
weighted-average purchase price of $1.08 per share, together with
warrants to purchase an aggregate of 46,476,189 shares of its
common stock at a weighted-average exercise price of $1.03 per
share. In addition, MBI issued 800,000 shares of its common stock
and warrants to purchase 2,017,043 shares of its common stock at an
exercise price of $1.00 per share to National Securities
Corporation, a wholly owned subsidiary of National Holdings, Inc.
(NASDAQ: NHLD), and its affiliates, in connection with its services
as exclusive placement agent and financial adviser to MBI for the
private placement and debt refinancing transactions.
"We are truly thrilled to have successfully closed the
transactions, which will dramatically improve our balance sheet,
flexibility and resources," said Dr. Pamela G. Marrone, CEO and
founder of MBI. "We'd like to thank our team, advisors and
investors for their hard work on this transformative financing.
Looking forward, we will remain squarely focused on growing our
company and shareholder value."
Immediately after the closing of these transactions, MBI has a
total of 102.0 million shares of common stock and $17.5 million in
aggregate principal amount of indebtedness outstanding with a
maturity date in 2022.
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
MEDOVEX CORP: Chief Operating Officer Resigns
---------------------------------------------
Mr. Patrick Kullman has resigned as chief operating officer of
MedoveX Corp., effective Feb. 2, 2018. Mr. Kullman's resignation
was not a result of or caused by any disagreement with the
Company.
Simultaneously with Mr. Kullman's resignation, the Company entered
into a consulting agreement with Mr. Kullman through his company,
CG3 Consulting LLC, effective Feb. 16, 2018, pursuant to which Mr.
Kullman agreed to provide certain consulting services to the
Company. Pursuant to the Consulting Agreement, Mr. Kullman will,
in an advisory capacity, perform such duties and responsibilities
as a business advisory in consultation with the Company's chief
operating officer. In addition, the Agreement provides that the
Consultant is entitled to a monthly fee of $9,625 for his Services
and reimbursement of all travel and certain other expenses as
provided in the Consulting Agreement. The Consulting Agreement
expires on July 31, 2018, subject to modification as contained
therein. The Consulting Agreement replaces Mr. Kullman's
employment agreement with the Company, which provided for an annual
salary of $232,000.
About Medovex Corp.
Headquartered in Alpharetta, Ga., Medovex Corp. is in the business
of designing and marketing proprietary medical devices for
commercial use in the United States and Europe. It focuses on
development and commercialization of the DenerveX System, which
consists of the DenerveX Device and the DenerveX Pro-40 power
generator (DenerveX). DenerveX is a device that is intended to be
used in the treatment of conditions resulting from the degeneration
of joints in the spine that cause back pain. The DenerveX Pro-40
Power Generator is the power source for the DenerveX System.
Medovex reported a net loss of $16.22 million for the year ended
Dec. 31, 2016, compared to a net loss of $6.52 million for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, Medovex had $2.59
million in total assets, $592,190 in total liabilities and $2
million in total stockholders' equity.
Frazier & Deeter, LLC, in Atlanta, Georgia, issued a "going
concern" qualification in its report on the Company's financial
statements for the year ended Dec. 31, 2016, noting that the
Company's products are being developed and have not generated
revenues to date. As a result, the Company has suffered losses
since its inception. This raises substantial doubt about the
Company's ability to continue as a going concern.
MICROVISION INC: Will Sell $15M Worth of Common Stock
-----------------------------------------------------
MicroVision, Inc., filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the
offering of shares of its common stock with a proposed maximum
aggregate offering price of $15,000,000. The Company has granted
the underwriters a 30-day option to purchase additional shares of
its common stock to cover over-allotments, if any.
MicroVision's shares are traded on The NASDAQ Global Market under
the symbol "MVIS." On Feb. 1, 2018, the last sale price of the
Company's common stock as reported on The NASDAQ Global Market was
$1.27 per share.
A full-text copy of the regulatory filing is available at:
https://is.gd/UB5Jrj
About MicroVision
Based in Redmond, Washington, MicroVision, Inc. --
http://www.microvision.com/-- is the creator of PicoP scanning
technology, an ultra-miniature laser projection and sensing
solution for mobile consumer electronics, automotive head-up
displays and other applications. MicroVision's patented technology
is a single platform that can enable projected displays, image
capture and interaction for a wide array of future-ready products
in this rapidly evolving, always-on world. MicroVision's IP
portfolio has been recognized by the Patent Board as a top 50 IP
portfolio among global industrial companies and has been included
in the Ocean Tomo 300 Patent Index.
The report from Microvision's independent registered public
accounting firm Moss Adams LLP, in Seattle, Washington, for the
year ended Dec. 31, 2016 includes an explanatory paragraph stating
that the Company has incurred losses from operations and has an
accumulated deficit, which raises substantial doubt about its
ability to continue as a going concern.
MicroVision reported a net loss of $16.47 million in 2016, a net
loss of $14.54 million in 2015, and a net loss of $18.12 million in
2014. As of Sept. 30, 2017, MicroVision had $37.30 million in
total assets, $24.82 million in total liabilities and $12.47
million in total shareholders' equity.
MLLD TRUCKING: Feb. 27 Deadline to File Plan Objections
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska set a Feb.
27 deadline for creditors to file their objections to MLLD
Trucking, LLC's disclosure statement and Chapter 11 plan.
If objections are filed, the hearing on live witness testimony on
final approval of the disclosure statement and on confirmation of
the plan will be held on March 6, at 9:30 a.m. The hearing will
take place at the Robert V. Denney Courthouse, 460 Federal
Building.
If no objection is filed, the court will consider confirmation of
the plan without a hearing.
MLLD Trucking on Jan. 24 filed its disclosure statement, which the
court conditionally approved on Jan. 25.
According to the Plan, the Debtor does not anticipate any
disposable income for payment to unsecured creditors. Payment to
secured creditors will be made from continued trucking operations.
Secured claims will be paid over seven years at an interest of 6.5%
per annum.
A full-text copy of the Disclosure Statement dated Jan. 24 is
available at:
http://bankrupt.com/misc/neb17-41612-22.pdf
About MLLD Trucking LLC
MLLD Trucking, LLC is a motor carrier located in Pleasanton,
Nebraska.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Neb. Case No. 17-41612) on October 12, 2017. Mark
A. Dobish, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$500,000.
Judge Thomas L. Saladino presides over the case. Wolfe, Snowden,
Hurd, Luers & Ahl, LLP is the Debtor's legal counsel.
The Debtor filed its proposed Chapter 11 plan and disclosure
statement on January 24, 2018.
MONADNOCK BREWING: Bid for Trustee Moot Due to Impending Dismissal
------------------------------------------------------------------
The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire has directed Attorney Tamposi to submit a
proposed Order forthwith regarding the Motion to Dismiss Case
Agreement of the Parties filed by Monadnock Brewing Company, Inc.
The Court deemed these remaining motions moot:
(a) Motion to Appoint Trustee Filed by Creditor Trevor
Bonnette
(b) Motion to Limit Exclusivity Period for Filing a Chapter 11
Plan and Disclosure Statement Filed by Creditor Trevor Bonnette
(c) Amended Application to Employ Peter N. Tamposi of The
Tamposi Law Group as Attorney Filed by Debtor Monadnock Brewing
Company. Inc.
About Monadnock Brewing Company
Keene, New Hampshire-based Monadnock Brewing Company, Inc. --
https://www.monadnockbrewing.com/ -- filed for Chapter 11
bankruptcy protection (Bankr. D. N.H. Case No. 17-11697) Dec. 7,
2017. The petition was signed by Jerry L. Henry, president. At the
time of filing, the Debtor had $0 to $50,000 in estimated assets
and $500,000 to $1 million in estimated liabilities.
Peter N. Tamposi, Esq., at The Tamposi Law Group, serves as counsel
to the Debtor.
MONAKER GROUP: Files Compilation Report for Uplisting
-----------------------------------------------------
As reported in the Current Report on Form 8-K filed by Monaker
Group, Inc. on Jan. 16, 2018:
* On Jan. 10, 2018, the Company entered into a First Amendment
to Warrant with Pacific Grove Capital LP, one of the
purchasers of shares and warrants pursuant to the terms of
that certain Common Stock and Warrant Purchase Agreement
entered into between the Company and the purchasers named
therein dated July 31, 2017. Pursuant to the First Amendment
to Warrant, the Company and Pacific agreed to reduce the
exercise price of the warrants to purchase 875,000 shares of
common stock which Pacific acquired pursuant to the Purchase
Agreement and warrants to purchase 271,250 shares of common
stock which Pacific was granted as liquidated damages in
connection with the Company's delay in obtaining the listing
of its common stock on the NASDAQ Capital Market, from $2.10
per share to $1.05 per share, in consideration for Pacific
immediately exercising those warrants for cash; Pacific
exercised the warrants for cash; the Company received
$1,203,563 in cash and the Company issued Pacific 1,146,250
shares of common stock.
* The following Purchasers exercised the following warrants
sold pursuant to the Purchase Agreement at an exercise price
of $2.10 per share: the Donald P. Monaco Insurance Trust, of
which Donald Monaco is the trustee and a member of the Board
of Directors of the Company, exercised warrants to purchase
62,000 shares of common stock for the aggregate exercise
price of $130,200 and William Kerby, the chief executive
officer and chairman of the Company, exercised warrants to
purchase 5,000 shares of common stock for the aggregate
exercise price of $10,500. In connection with those
exercises, the Company received an aggregate of $140,700 in
aggregate exercise prices and issued an aggregate of 67,000
shares of common stock to the parties above.
* Also, Monaco Investment Partners II, LP of which Donald
Monaco is the managing general partner and a member of the
Board of Directors of the Company, exercised warrants to
purchase 47,500 shares of common stock for the aggregate
exercise price of $95,000, and Charcoal Investment Ltd.,
which entity is owned by Simon Orange, a member of the Board
of Directors of the Company, exercised warrants to purchase
100,000 shares of common stock for the aggregate exercise
price of $200,000, which warrants were granted separate from
the warrants granted pursuant to the Purchase Agreement. The
Company received an aggregate of $295,000 in aggregate
exercise prices in connection with the exercises described
above and issued 47,500 shares to the trust and 100,000
shares to Charcoal in connection with those exercises.
The Company filed with the SEC a current report on Feb. 5, 2018, in
order to provide an unaudited compilation report from its certified
public accounting firm relating to the Company's consolidated
balance sheet as of Jan. 31, 2018, and the related consolidated
statement of operations for the month then ended in accordance with
accounting principles generally accepted in the United States of
America taking into effect the Warrant Exercises.
The Compilation is included to help facilitate the uplisting of the
Company's common stock to the Nasdaq Capital Market.
"We have performed a compilation engagement in accordance with
Statements on Standards for Accounting and Review Services
promulgated by the Accounting and Review Services Committee of the
AICPA. We did not audit or review the financial statements nor
were we required to perform any procedures to verify the accuracy
or completeness of the information provided by management.
Accordingly, we do not express an opinion, a conclusion, nor
provide any form of assurance on these financial statements," said
LBB & Associates Ltd., LLP, the Company's accountant.
"Management has elected to omit substantially all the disclosures
and the consolidated statement of cash flows required by accounting
principles generally accepted in the United States of America. If
the omitted disclosures and the statement of cash flows were
included in the financial statements, they might influence the
user's conclusions about the Company's financial position, results
of operations, and cash flows. Accordingly, the financial
statements are not designed for those who are not informed about
such matters."
For the month ended Jan. 31, 2018, Monaker reported a net loss of
$171,632 on $0 of total revenues. As of Jan. 31, 2018, the Company
had $9.91 million in total assets, $4.60 million in total
liabilities and $5.30 million in total stockholders' equity.
A full-text copy of the Unaudited Compilation Report is available
for free at https://is.gd/Pfjx9x
Unregistered Sales of Equity Securities
On Jan. 29, 2018, the Company entered into a First Amendment to
Warrants agreement with The Stadlin Trust dated 5/25/01, one of the
Purchasers of shares and warrants pursuant to the terms of the
Purchase Agreement.
Pursuant to the Amendment, the Company and the Trust agreed to
reduce the exercise price of the warrants to purchase 50,000 shares
of common stock which the Trust acquired pursuant to the Purchase
Agreement and warrants to purchase an additional 24,500 shares of
common stock which the Trust was granted as penalty warrants in
connection with the Company's failure to obtain the timely listing
of its common stock on the Nasdaq, from $2.05 per share to $1.05
per share, in consideration for the Trust immediately exercising
those warrants for cash; agreeing to waive the anti-dilution
provisions of the Purchase Agreement and the warrant agreements
granted in connection therewith; and agreeing to waive any further
penalty warrants which would have otherwise been due as a result of
the Company's failure to timely uplist its common stock to Nasdaq.
Furthermore, the Trust agreed to not sell any of the shares
issuable upon exercise of the warrants until the earlier of the
date of the uplisting to Nasdaq and Feb. 28, 2018.
Total consideration received from the exercise of the warrants by
the Trust pursuant to the Amendment was $78,225.
Pursuant to the anti-dilution provisions of the Purchase Agreement,
the Purchasers (other than the Trust) are due an aggregate of an
additional 3,049 shares in connection with the reduction in
exercise price of the warrants held by the Trust.
About Monaker
Headquartered in Weston, Florida, Monaker Group, Inc., formerly
known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/
-- operates online marketplaces for the alternative lodging rental
industry and facilitate access to alternative lodging rentals to
other distributors. Alternative lodging rentals (ALRs) are whole
unit vacation homes or timeshare resort units that are fully
furnished, privately owned residential properties, including homes,
condominiums, apartments, villas and cabins that property owners
and managers rent to the public on a nightly, weekly or monthly
basis. The Company's marketplace, NextTrip.com, unites travelers
seeking ALRs online with property owners and managers of vacation
rental properties located in countries around the world. As an
added feature to the Company's ALR offering, the Company also
provides access to airline, car rental, hotel and activities
products along with concierge tours and activities, at the
destinations, that are catered to the traveler through its
Maupintour products.
LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report
on the Company's consolidated financial statements for the year
ended Feb. 28, 2017, that the Company's accumulated deficit and
limited financial resources raise substantial doubt about the
Company's ability to continue as a going concern.
Monaker reported a net loss of $7.10 million for the year ended
Feb. 28, 2017, compared to a net loss of $4.55 million for the year
ended Feb. 29, 2016. As of Nov. 30, 2017, Monaker Group had $8.62
million in total assets, $4.68 million in total liabilities and
$3.94 million in total stockholders' equity.
MORAN FOODS: Bank Debt Trades at 16.10% Off
-------------------------------------------
Participations in a syndicated loan under which Moran Foods LLC is
a borrower traded in the secondary market at 83.90
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.49 percentage points from the
previous week. Moran Foods LLC pays 600 basis points above LIBOR to
borrow under the $740 million facility. The bank loan matures on
December 5, 2023. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 26.
MPM HOLDINGS: Hosts a Teleconference to Discuss Q4 Results
----------------------------------------------------------
MPM Holdings Inc. will host a teleconference to discuss Fourth
Quarter and Fiscal Year 2017 results on Thursday, Feb. 8, 2018, at
10 a.m. Eastern Time. The Company will issue a press release
announcing its financial results for the fourth quarter and year
ended Dec. 31, 2017 prior to the opening of the market on Feb. 8,
2018.
Interested parties are asked to dial-in approximately 10 minutes
before the call begins at the following numbers:
U.S. Participants: (844) 309-6571
International Participants: (484) 747-6920
Participant Passcode: 9069325
Live Internet access to the call and presentation materials will be
available through the Investor Relations section of the Company's
website: http://www.momentive.com/ A replay of the call will be
available for three weeks beginning at 2 p.m. Eastern Time on Feb.
8, 2018. The playback can be accessed by dialing (855) 859-2056
(U.S.) and +1 (404) 537-3406 (International). The passcode is
9069325. A replay also will be available through the Investor
Relations Section of the Company's Web site.
About Momentive
Momentive -- http://www.momentive.com/-- is a producer of
silicones and advanced materials, with a 75 plus year heritage of
being first to market with performance applications that support
and improve everyday life. Momentive delivers science-based
solutions for major industries, by linking its custom technology
platforms to allow the creation of unique solutions for customers.
The Company filed a petition on April 13, 2014, with the U.S.
Bankruptcy Court for the Southern District of New York for
reorganization under the provisions of Chapter 11 of the Bankruptcy
Code. The Plan was substantially consummated on Oct. 24, 2014, and
the Company emerged from bankruptcy. In connection with its
emergence from bankruptcy, the Company adopted fresh start
accounting.
As a result of Momentive Performance Materials Inc.'s
reorganization and emergence from Chapter 11 bankruptcy on Oct. 24,
2014, the Company's direct parent became MPM Intermediate Holdings
Inc., a holding company and wholly owned subsidiary of MPM Holdings
Inc., the ultimate parent entity of MPM. Prior to its
reorganization, the Company, through a series of intermediate
holding companies, was controlled by investment funds managed by
affiliates of Apollo Management Holdings, L.P.
MPM Holdings reported a net loss of $163 million for the year ended
Dec. 31, 2016, following a net loss of $83 million for the year
ended Dec. 31, 2015. For the nine months ended Sept. 30, 2017, MPM
Holdings reported a net loss of $19 million compared to a net loss
of $45 million for the same period during the prior year. As of
Sept. 30, 2017, MPM Holdings had $2.68 billion in total assets,
$2.16 billion in total liabilities and $517 million in total
equity.
MRI INTERVENTIONS: Mellon Group Has 5.6% Stake as of Jan. 31
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Mellon Group, LLC disclosed that as of Jan. 31, 2018,
it beneficially owns 587,601 shares of common stock of MRI
Interventions, Inc., constituting 5.6 percent based on 10,401,115
shares of common stock outstanding as of Nov. 1, 2017.
A full-text copy of the regulatory filing is available at:
https://is.gd/KGjjXa
About MRI Interventions
Irvine, California, MRI Interventions, Inc. --
http://www.mriinterventions.com/-- is a medical device company
that develops and commercializes innovative platforms for
performing minimally invasive surgical procedures in the brain and
heart under direct, intra-procedural magnetic resonance imaging, or
MRI, guidance. From its inception in 1998 to 2002, the Company
deployed significant resources to fund its efforts to develop the
foundational capabilities for enabling MRI-guided interventions and
to build an intellectual property portfolio. In 2003, the
Company's focus shifted to identifying and building out commercial
applications for the technologies it developed in prior years.
MRI Interventions incurred a net loss of $8.06 million in 2016
compared to a net loss of $8.44 million in 2015. As of Sept. 30,
2017, MRI Interventions had $15.45 million in total assets, $8.17
million in total liabilities and $7.28 million in total
stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
MRI INTERVENTIONS: Total Revenue Increases 28% Over 2016
--------------------------------------------------------
MRI Interventions, Inc., announced revenues for the fourth quarter
and full year ended Dec. 31, 2017.
Joe Burnett, president & CEO of MRI Interventions, said, "We
generated another year of strong growth with cases increasing 25%
for the full year and 26% for the fourth quarter. We believe this
is the primary measure of growing market interest in ClearPoint and
our increasing competitiveness in this space. We also made
significant progress in scaling the business along our planned path
to profitability, reporting a 28% increase in total revenue, to
$7.4 million for the full-year 2017.
"Additionally, we believe MRI is well positioned for further growth
in its biologic and drug delivery platform. As previously
announced, Voyager Therapeutics ("Voyager") recently gained FDA
clearance to begin Phase II and Phase III studies, which we expect
will result in additional product orders in 2018.
"We also have a strong pipeline of more than 40 candidate centers
for new ClearPoint installations at various stages of the system
evaluation and purchase process. We look forward to adding a
number of these centers in 2018 to our current installed base of 52
active ClearPoint users."
Year Ended December 31, 2017
The ClearPoint Neuro Navigation System was utilized in a record 629
cases, an increase of 25% from 504 cases in 2016. Total revenue
increased 28%, to $7.4 million, from $5.7 million in 2016.
Functional neurology revenue, which consists of disposable product
commercial sales related to cases utilizing the ClearPoint system,
increased 34%, to $5.3 million from $4.0 million in 2016,
reflecting continued growing adoption of the ClearPoint system.
Biologics and drug delivery systems revenue, which consists
primarily of disposable product sales related to customer-sponsored
clinical trials utilizing the ClearPoint system, were $563,000, as
compared with $771,000 in 2016. This fluctuation arose from
$222,000 in advance purchases of such products by Voyager in late
2016, which have been subsequently used in Voyager's clinical
trials.
Capital equipment revenue, consisting of sales, rentals and service
of ClearPoint reusable hardware and software, increased 50%, to
$1.5 million, from $980,000 in 2016.
Quarter Ended December 31, 2017
The ClearPoint Neuro Navigation system was utilized in 161 cases in
the fourth quarter of 2017, an increase of 26% from 128 cases in
the 2016 fourth quarter. Total revenue was $1.7 million, compared
with $1.6 million in the 2016 fourth quarter, an increase of 3%.
The change in total revenue was primarily attributable to the
increase in functional neurology revenue, offset by the previously
mentioned $222,000 advance purchases of drug delivery products in
2016.
Functional neurology revenue increased 23%, to $1.3 million from
$1.0 million in the fourth quarter of 2016, resulting from the
increase in number of cases using the ClearPoint system.
Drug delivery product revenue for the fourth quarter of 2017 was
$120,000, a decline of 63% as compared with $327,000 during the
same period in 2016, reflecting the advance purchase in 2016 of
drug delivery cannulas and related products.
Capital equipment revenue was $291,000 in the fourth quarter of
2017, as compared with $272,000 during the same period in 2016.
MRI Interventions plans a full release of its results for the three
months and year ended Dec. 31, 2017 in March 2018.
About MRI Interventions
Irvine, California, MRI Interventions, Inc. --
http://www.mriinterventions.com/-- is a medical device company
that develops and commercializes innovative platforms for
performing minimally invasive surgical procedures in the brain and
heart under direct, intra-procedural magnetic resonance imaging, or
MRI, guidance. From its inception in 1998 to 2002, the Company
deployed significant resources to fund its efforts to develop the
foundational capabilities for enabling MRI-guided interventions and
to build an intellectual property portfolio. In 2003, the
Company's focus shifted to identifying and building out commercial
applications for the technologies we developed in prior years.
MRI Interventions incurred a net loss of $8.06 million in 2016,
compared to a net loss of $8.44 million in 2015. As of Sept. 30,
2017, MRI Interventions had $15.45 million in total assets, $8.17
million in total liabilities and $7.28 million in total
stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
MURRAY ENERGY: Bank Debt Trades at 8.92% Off
--------------------------------------------
Participations in a syndicated loan under which Murray Energy is a
borrower traded in the secondary market at 91.08
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.13 percentage points from the
previous week. Murray Energy pays 650 basis points above LIBOR to
borrow under the $1.7 billion facility. The bank loan matures on
April 10, 2020. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 26.
NATURE'S BOUNTY: Bank Debt Trades at 2.16% Off
----------------------------------------------
Participations in a syndicated loan under which Nature's Bounty is
a borrower traded in the secondary market at 97.84
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.2 percentage points from the
previous week. Nature's Bounty pays 350 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
September 30, 2024. Moody's rates the loan 'B1' and Standard &
Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 26.
NEIGHBOR'S CONSEJO: Unsecureds to Get $20K Per Quarter at 0.9%
--------------------------------------------------------------
Neighbor's Consejo filed an amended disclosure statement providing
that Class 1 - Convenience Class (those Allowed Unsecured
Nonpriority Claims of $2,000 or Less) will be paid in full on the
Effective Date while Class 2 - Allowed Unsecured Nonpriority Claims
Greater Than $2,000 will be paid quarterly pro rata installments of
$20,000.00, totaling, in aggregate, 100% of the amount of each
Allowed Claim, with 0.9% interest from the Effective Date.
Class 1 claims total $2,353.00.
There are $644,875.52 in Class 2 Claims, of which the Debtor
estimates that $150,119.34 will be allowed. The quarterly
distributions to Class 2 Claims will commence six months after the
Effective Date and will continue until all Allowed Class 2 Claims
have been paid in full.
The projected distributions to holders of Allowed Class 2 Claims
will total $150,119.34 and are expecteed to be completed within two
years after the initial quarterly distribution. If the total
amount of Allowed Class 2 Claims increases as pending and
contemplated objections to claims are resolved in this Court, the
Debtor will continue to make quarterly payments of at least $20,000
until such total amount is paid in full.
The Plan will be implemented by cash on hand and forecast business
operation of the Debtor's post-confirmation business. Payments
will be made directly to creditors by NC as provided in the Plan.
The Debtor will pay the Allowed Administrative Claims, the Allowed
Unsecured Priority Wage Claims, and the Class 1 Convenience Class
Claims in full during the first 30 days after the Effective Date.
A full-text copy of the Amended Disclosure Statement dated Dec. 27,
2017, is available at:
http://bankrupt.com/misc/dcb15-00373-349.pdf
About Neighbors' Consejo
Neighbors' Consejo is a District of Columbia community organization
dedicated since 1995 to providing Mental Health Rehabilitative
Services and Substance Use Disorder Services to residents of
Washington, D.C., free of charge. Additionally, Neighbors' Consejo
has provided transitional housing for the homeless, who also needed
MHRS or SUD treatment, since 2004.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.D.C. Case No. 15-00373) on July 16, 2015. In the
petition igned by Glenda Rodriguez, executive director, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Martin S. Teel, Jr. presides over the case. Bailey &
Ehrenberg PLLC represents the Debtor as bankruptcy counsel. No
official committee of unsecured creditors has been appointed in the
case.
NIGHT HORSE: Exit Plan to Pay $18K to Unsecured Creditors
---------------------------------------------------------
General unsecured creditors of Night Horse Co., LLC, will receive
approximately $18,000 under the company's proposed Chapter 11 plan
of reorganization.
Under the plan, creditors holding Class 4 general unsecured claims
will be paid from an unsecured creditor pool, which will be funded
at the rate of 300 per month.
Payments from the unsecured creditor pool will be made quarterly
and the first quarterly payment will be due on the 20th day of the
first full calendar month following the last day of the first
quarter.
Class 4 is impaired under the plan and general unsecured creditors
are entitled to vote on the plan. The estimated amount of allowed
Class 4 claims is $1,245,586.28.
Night Horse will have enough cash on hand to pay all the claims and
expenses that must be paid on the effective date of the plan. As
of Dec. 31, 2017, the company has approximately $13,216 on deposit
in its bank accounts.
Additionally, Night Horse anticipates funds from continued business
operations. Based upon its financial projections, the company will
have adequate cash flow during the next five years to make all
required plan payments, according to its disclosure statement filed
with the U.S. Bankruptcy Court for the Eastern District of Texas.
In a separate filing, Night Horse asked the court to conditionally
approve the disclosure statement, which explains its proposed
plan.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/txeb17-40662-47.pdf
About Night Horse Co.
Based in Argyle, Texas, Night Horse Co., LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
17-40662) on March 31, 2017. The petition was signed by Randall W.
Trost, owner and managing member.
At the time of the filing, the Debtor disclosed $81,768 in assets
and $1.83 million in liabilities.
The case is assigned to Judge Brenda T. Rhoades. DeMarco-Mitchell
PLLC is the Debtor's bankruptcy counsel.
NIGHT HORSE: Plan and Disclosures Hearing Set for March 8
---------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas issued an order conditionally approving
Night Horse Co., LLC's disclosure statement, dated Jan. 25, 2018,
to accompany its proposed plan of reorganization.
March 7, 2018 is fixed as the last day for filing written
acceptances or rejections of the Debtor's proposed Chapter 11 plan
which must be received by 5:00 p.m. (CDT).
March 5, 2018 is fixed as the last day for filing and serving
written objections to final approval of the Debtor's Disclosure
Statement; or confirmation of the Debtor's proposed Chapter 11
plan.
The hearing to consider final approval of the Debtor's Disclosure
Statement and to consider the confirmation of the Debtor's proposed
Chapter 11 Plan is fixed and will be held on March 8, 2018 at 9:30
a.m. in the Plano Bankruptcy Courtroom, 660 N. Central Expressway,
Third Floor, Plano, Texas 75074.
About Night Horse Co.
Based in Argyle, Texas, Night Horse Co., LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
17-40662) on March 31, 2017. The petition was signed by Randall W.
Trost, owner and managing member.
At the time of the filing, the Debtor disclosed $81,768 in assets
and $1.83 million in liabilities.
The case is assigned to Judge Brenda T. Rhoades. DeMarco-Mitchell
PLLC is the Debtor's bankruptcy counsel.
NORTHERN OIL: TRT Holdings et al Will Swap Notes for Equity
-----------------------------------------------------------
TRT Holdings, Inc., Cresta Investments, LLC, Robert B. Rowling and
certain other holders of the Issuer's 8.00% senior notes due June
1, 2020 and the Issuer entered into an exchange agreements on Jan.
31, 2018, whereby, inter alia and pursuant to the terms of the
Exchange Agreement, each Supporting Noteholder and certain of the
Reporting Persons will transfer to the Issuer, and the Issuer will
acquire, directly or indirectly, all of the Notes held by those
persons ($496,683,000 aggregate principal amount of Notes) in
exchange for shares of Common Stock, and new senior secured second
lien notes. The Exchange Agreement will terminate upon written
notice of termination by the Issuer or the Supporting Noteholders
if the Exchange Transaction has not closed on or before May 31,
2018.
As of Feb. 5, 2018, these reporting persons reported beneficial
ownership of shares of common stock of Northern Oil and Gas, Inc.,
as of Feb. 5, 2018:
Shares Percentage
Beneficially of
Reporting Persons Owned Shares
----------------- ------------ -----------
TRT Holdings, Inc. 7,169,741 10.7%
Cresta Investments, LLC 3,947,921 5.9%
Cresta Greenwood, LLC 1,344,223 2.0%
Robert B. Rowling 12,461,885 18.6%
The percentages are based on 66,823,480 shares of Common Stock
issued and outstanding as of Jan. 31, 2018.
For each $1,000 principal amount of Outstanding Notes exchanged
pursuant to the Exchange Agreement, (i) the Reporting Persons will
receive $612 in principal amount of Second Lien Notes and
approximately 133.3 shares of Common Stock and (ii) all other
Supporting Noteholders will receive $750 in principal amount of
Second Lien Notes and approximately 83.3 shares of Common Stock.
The number of shares of Common Stock issuable to the Supporting
Noteholders is subject to adjustment in the event the Issuer issues
or sells Common Stock in connection with the Equity Raise at a
price less than $3.00 per share.
The Exchange Transaction is conditioned, and will be effective,
upon the satisfaction of the conditions set forth in the Exchange
Agreement, including: (a) the Issuer raising an additional
$156,000,000 in total value, of which at least 50% must be
comprised of new cash contributions from the sale of Common Stock
and the remainder can be comprised from the fair market value of
additional assets representing non-operating interests in oil and
gas properties in the Williston Basin shale play; (b)
reincorporation of the Issuer in the State of Delaware; (c) the
Issuer having received the requisite shareholder approvals for (i)
the issuance of the Shares and (ii) the reincorporation; and (d)
the Issuer obtaining the requisite consent of the lenders under the
Issuer's term loan.
In connection with and contingent upon the Exchange Transaction and
the Equity Raise, TRT Holdings has delivered to the Issuer a
subscription agreement relating to the purchase of an additional
$10,000,000 of Common Stock, subject to certain conditions
specified therein, and certain others have delivered to the Issuer
subscription agreements relating to the purchase of an additional
$30,000,000 of Common Stock collectively at $3.00 per share
(subject to adjustment based on the pricing of the Equity Raise).
After giving effect to the Exchange Transaction and the Equity
Raise, the Reporting Persons will cumulatively hold approximately
25.24% of the Common Stock of the Issuer (assuming the Equity Raise
is priced at $3.00 per share of Common Stock).
As a condition for certain of the Reporting Persons agreeing to
participate in the Exchange Transaction and the Equity Raise, the
Issuer has agreed to enter into an amended and restated letter
agreement with the Reporting Persons. The Reporting Persons will
be entitled to nominate: (a) three directors if they collectively
own shares equal to (i) 20% or more of the outstanding of the
outstanding Common Stock as of the closing of the Exchange
Transaction, (b) two directors (i) if they collectively own shares
equal to 10% or more but less than 20% of the outstanding Common
Stock as of the Closing or (ii) if, on or after the third
anniversary of the Closing, they collectively own shares equal to
12.5% or less of the outstanding Common Stock, and (c) one director
if they collectively own shares equal to 5% or more but less than
10% of the outstanding Common Stock as of the Closing. As long as
the Reporting Persons have the right to nominate three directors,
not less than one of those directors must be appointed to each
committee of the Board.
Pursuant to the TRT Governance Agreement, during the period
beginning on the date of the Closing and continuing until and
including the annual meeting of the Issuer to be held in calendar
year 2020, the Reporting Persons and Bahram Akradi are each
generally prohibited from engaging in certain proxy solicitations
(including regarding representation on the Board or any other
proposal brought by the Issuer's shareholders). Additionally, if
the Reporting Persons become the beneficial owner of forty percent
or more of the Common Stock without approval from a committee of
disinterested directors from the Board, then the Reporting Persons
may not, for a period of four years, engage in certain
extraordinary transactions with the Issuer, including a merger,
tender or exchange offer and certain purchases of securities and
assets.
Under the terms of the TRT Governance Agreement, the Issuer will
enter into a registration rights agreement with the Reporting
Persons at the Closing, pursuant to which the Issuer will agree to
register all of the Common Stock held by the Reporting Persons at
the Closing, excluding shares of Common Stock that the Reporting
Persons will receive pursuant to the Exchange Transaction (which
such shares of Common Stock will be subject to a registration
rights agreement entered into by all Supporting Noteholders).
A full-text copy of the regulatory filing is available at:
https://is.gd/sP9tpY
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.
Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues in 2015.
As of Sept. 30, 2017, Northern Oil had $494.36 million in total
assets, $964.97 million in total liabilities and a total
stockholders' deficit of $470.6 million.
* * *
In December 2017, Moody's Investors Service affirmed Northern Oil
and Gas, Inc.'s (NOG) Caa2 Corporate Family Rating (CFR), Caa2-PD
Probability of Default Rating (PDR), and Caa3 senior unsecured
notes rating. NOG's Caa2 CFR reflects its high leverage, weak
asset coverage of debt (under 1x), modest scale and Moody's
expectations that NOG's cash flows will continue to be challenged
through 2018.
As reported by the TCR on Nov. 16, 2017, S&P Global Ratings raised
its corporate credit rating on Northern Oil and Gas Inc. to 'CCC+'
from 'CCC-'. The outlook is negative. "The upgrade reflects our
assessment of the company's improving, but still weak financial
measures and liquidity following the capital raised from the new
term loans, and the repayment and termination of the revolving
credit facility, which was due in 2018 ($155 million outstanding as
of Sept. 30, 2017)," S&P said.
NORVIEW BUILDERS: Hires Gregory K. Stern as Attorney
----------------------------------------------------
Norview Builders, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Gregory K.
Stern, P.C., as attorney to the Debtor.
Norview Builders requires Gregory K. Stern to:
(a) review assets, liabilities, loan documentation, executor
contracts and other relevant documentation;
(b) prepare list of creditors, list of twenty largest
unsecured creditors, schedules and statement of financial
affairs;
(c) give the Debtor legal advice with respect to his powers
and duties as the Debtor in Possession in the operation
and management of his financial affairs;
(d) assist the Debtor in the preparation of schedules,
statement of affairs and other necessary documents;
(e) prepare applications to employ attorneys, accountants or
other professional persons, motions for turnover, motion
for use of cash collateral, motions for use, sale or lease
of property, motion to assume or reject executor
contracts, disclosure statement, plan, applications,
motions, complaints, answers, orders, reports, objections
to claims, legal documents and any other necessary
pleading in furtherance of reorganizational goals;
(f) negotiate with creditors and other parties in interest,
attend court hearings, meetings of creditors and meetings
with other parties in interest;
(g) review proofs of claim and solicitation of creditors'
acceptances of plan; and
(h) perform all other legal services for the Debtor, as the
Debtor in Possession, which may be necessary or in
furtherance of its reorganizational goals.
Gregory K. Stern will be paid at these hourly rates:
Gregory K. Stern $525
Dennis E. Quaid $525
Monica C. O'Brien $500
Rachel S. Sandler $385
As of Oct. 31, 2017, the Debtor owed Gregory K. Stern attorney fees
and costs in the amount of $13,195 for its representation of the
Reorganized Debtor in the Prior Chapter 11 Case.
Gregory K. Stern received payments from EC6, Inc. totaling $4,000
on November 30, 2017, and January 22, 2018.
Gregory K. Stern has agreed to waive the balance of fees, from its
representation in the Prior Chapter 11 Case, in the amount of
$9,195.01.
Gregory K. Stern received an insurance check from Travelers Co.
payable to the Debtor and in the amount of $4,411 on Dec. 19,
2017.
Gregory K. Stern provided professional services to the Debtor from
Nov. 30, 2017 through Jan. 21, 2018, aggregating $4,158.
Gregory K. Stern will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Gregory K Stern, a partner at Gregory K. Stern, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Gregory K. Stern can be reached at:
Gregory K. Stern, Esq.
Monica C. O'Brien, Esq.
Dennis E. Quaid, Esq.
Rachel S. Sandler, Esq.
GREGORY K. STERN, P.C.
53 West Jackson Boulevard, Suite 1442
Chicago, IL 60604
Tel: (312) 427-1558
E-mail: gstern1@flash.net
greg@gregstern.com
About Norview Builders
Norview Builders, Inc., based in Oak Lawn, IL, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 18-01825) on Jan. 22, 2018. In
the petition signed by Brenda P. O'Sullivan, president, the Debtor
estimated $1 million to $10 million in assets and $500,000 to $1
million in liabilities. The Hon. Jacqueline P. Cox presides over
the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C.,
serves as bankruptcy counsel.
NOVABAY PHARMACEUTICALS: Will Sell 1.7M Shares to OP Financial
--------------------------------------------------------------
Following the termination of the amended and restated share
purchase agreement with Ch-Gemstone Capital (Beijing) Co., Ltd.,
NovaBay Pharmaceuticals, Inc. entered into a share purchase
agreement on Feb. 5, 2018 for the sale of an aggregate of 1,700,000
shares of the Company's common stock, par value $0.01 per share, to
an accredited investor for an aggregate purchase price of
$5,984,000. The Private Placement is expected to close in February
2018, following the satisfaction of certain closing conditions
specified in the Purchase Agreement.
The purchaser is OP Financial Investments Limited, an investment
firm based in Hong Kong focused on cross-border investment
opportunities and listed on the Hong Kong Stock Exchange. China
Kington Asset Management Co. Ltd. has agreed to serve as placement
agent in exchange for a commission equal to six percent of the
gross proceeds received by the Company upon the closing of the
Private Placement.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Purchaser, and other obligations of the parties and termination
provisions.
The Shares to be issued by the Company pursuant to the Purchase
Agreement have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The
Company is relying on the private placement exemption from
registration provided by Section 4(a)(2) of the Securities Act and
by Rule 506 of Regulation D, and in reliance on similar exemptions
under applicable state laws.
Terminates Purchase Agreement with Ch-Gemstone
On Nov. 20, 2017, the Company entered into an amended and restated
share purchase agreement with an accredited investor, Ch-Gemstone.
The Amended Purchase Agreement amended and restated the share
purchase agreement between the Company and Ch-Gemstone dated as of
Nov. 13, 2017.
Under the Amended Purchase Agreement, the Company was to sell an
aggregate of 2,400,000 shares of the Company's common stock, par
value $0.01 per share, to Ch-Gemstone for an aggregate purchase
price of $10.32 million. China Kington was also to serve as
placement agent in exchange for a commission equal to six percent
of the gross proceeds received by the Company upon closing of the
Terminated Private Placement.
The Terminated Private Placement was required to close by Jan. 31,
2018, following the satisfaction of certain closing conditions
specified in the Amended Purchase Agreement, including the approval
of the transaction by the Company's stockholders, which was
received at a special meeting of stockholders on Dec. 20, 2017, as
well as the approval of Ch-Gemstone's funds transfer by the
applicable regulatory authorities in China.
On Jan. 31, 2018, the Amended Purchase Agreement was terminated
upon written notification from Ch-Gemstone that it was unable to
meet the closing condition to obtain the approval of the applicable
regulatory authorities in China by the Jan. 31, 2018 deadline.
About NovaBay Pharmaceuticals
Based in Emeryville, California, NovaBay Pharmaceuticals --
http://www.novabay.com/-- is a pharmaceutical company that
develops, manufactures, and markets innovative anti-infective
products for a multitude of uses. However, the Company is
predominantly focused on commercializing prescription Avenova for
the domestic eye care market in the United States.
Novabay reported a net loss of $13.15 million for the year ended
Dec. 31, 2016, a net loss of $18.97 million for the year ended Dec.
31, 2015, and a net loss of $15.19 million for the year ended Dec.
31, 2014. As of Sept. 30, 2017, Novabay had $11.05 million in
total assets, $9.22 million in total liabilities and $1.83 million
in total stockholders' equity.
OCULAR THERAPEUTIX: Jennison Owns 6.8% of Shares as of Dec. 31
--------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Jennison Associates LLC reported that as of Dec. 31,
2017, it beneficially owns 1,994,768 shares of common stock of
Ocular Therapeutix, Inc., constituting 6.8 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/Mn57PU
About Ocular Therapeutics
Ocular Therapeutix, Inc., headquartered in Bedford, Massachusetts
-- http://www.ocutx.com/-- is a biopharmaceutical company focused
on the development and commercialization of innovative therapies
for diseases and conditions of the eye using its proprietary
hydrogel platform technology. Its bioresorbable hydrogel-based
drug product candidates are designed to provide extended delivery
of therapeutic agents to the eye. Its lead product candidates are
DEXTENZA (dexamethasone insert), for the treatment of post-surgical
ocular inflammation and pain, allergic conjunctivitis and dry eye
disease, and OTX-TP, for the treatment of glaucoma and ocular
hypertension, which are extended-delivery, drug-eluting inserts
that are placed into the canaliculus through a natural opening
called the punctum located in the inner portion of the eyelid near
the nose. Its intracanalicular inserts combine its hydrogel
technology with U.S. Food and Drug Administration, or FDA, approved
therapeutic agents with the goal of providing extended delivery of
drug to the eye.
Ocular reported a net loss of $44.70 million in 2016, a net loss of
$39.74 million in 2015, and a net loss of $28.64 million in 2014.
As of Sept. 30, 2017, Ocular had $64.39 million in total assets,
$28.47 million in total liabilities and $35.92 million in total
stockholders' equity.
"As of September 30, 2017, we had cash and cash equivalents of
$51.2 million and outstanding debt of $18.0 million. Cash in
excess of immediate requirements is invested in accordance with our
investment policy, primarily with a view to liquidity and capital
preservation. In August 2017, we announced that we expected to
realize savings in operating expenses, including personal costs, as
a result of streamlining headcount, as part of an initiative to
enhance operations and reduce expenses. Based on our current plans
and forecasted expenses, with these costs savings, we believe that
existing cash and cash equivalents will fund operating expenses,
debt service obligations and capital expenditure requirements into
the fourth quarter of 2018. If we are unable to obtain additional
financing, we will be required to implement further cost reduction
strategies. These factors, and the factors described above,
continue to raise substantial doubt about our ability to continue
as a going concern," the Company stated in its quarterly report for
the period ended Sept. 30, 2017.
OPTIMIZED LEASING: Hires Bill Maloney as Financial Advisor
----------------------------------------------------------
Optimized Leasing, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Bill Maloney
Consulting, as financial advisor to the Debtor.
Optimized Leasing requires Bill Maloney to:
a. review the Debtor's status and provide recommendations as
to the restructuring strategy of the business;
b. perform a liquidity assessment, assist in development of
cash flow projections and 13-week forecast;
c. evaluate strategic and financial aspects of operating
units;
d. assist the Debtor in assessing creditor positions and
negotiating with creditors;
e. assist in evaluating restructuring options;
f. provide advisory services to the senior management team in
developing a plan of reorganization;
g. evaluate long term management needs;
h. assist in preparation of monthly operating reports; and
i. perform such other tasks as may be agreed to by Bill
Maloney and the Debtor.
Bill Maloney will be paid at these hourly rates:
Bill Maloney $350
Associates $225
Prior to the Petition Date, Bill Maloney received payment of $9,600
for prepetition services rendered. In addition, Bill Maloney
received a retainer in the amount of $15,000, which will applied to
remaining prepetition services rendered, with the balance to be
applied to postpetition services.
Bill Maloney will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bill Maloney, partner of Bill Maloney Consulting, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Bill Maloney can be reached at:
Bill Maloney
BILL MALONEY CONSULTING
200 2nd Ave. S., Suite 463
St. Petersburg, FL 33701
Tel: (727) 215-4136
About Optimized Leasing
With its headquarters in Miami, Florida, Optimized Leasing, Inc.,
is in the trucking business. Optimized Leasing utilizes its
various semi-trucks and trailers, some equipped with ThermoKing
refrigeration units, to transport flowers, fruits, vegetables, and
other perishable items throughout the United States.
Optimized Leasing filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO
Ronen Koubi, the Debtor estimated $10 million to $50 million in
assets and liabilities. The Hon. Jay A. Cristol presides over the
case. Elena P Ketchum, Esq., at Stichter Riedel Blain & Postler,
P.A., serves as bankruptcy counsel to the Debtor, and Bill Maloney
Consulting, is the financial advisor.
PACIFIC DRILLING: Balks at Creditors' Bids to Appoint Mediator
--------------------------------------------------------------
Pacific Drilling S.A. told Bankruptcy Judge Michalel E. Wiles this
week that the requests of its various creditor groups for
appointment of a mediator and to require parties to mediation "are
premature and portray a one-sided view of the facts and
circumstances of this case to perpetuate a misleading narrative
about the Debtors' restructuring efforts to this Court."
The Mediation Motions are "a blatant attempt to pressure the
Debtors in ongoing negotiations," Pacific Drilling argued.
On January 30, (A) an ad hoc group of secured lenders consisting of
certain unaffiliated holders of the (i) the Ship Group C Debt, (ii)
the 2020 Notes, and (iii) the loans under the Term Loan Agreement;
and (B) Wilmington Trust, National Association, in its capacity as
administrative agent under a 2013 Senior Secured Credit Facility
Agreement with the SSCF Lenders, as the arranger and bookrunner
parties thereto, Garanti-Instituttet for Eksportkreditt, and the
SSCF Agent, on its own behalf and on behalf of the SSCF Secured
Parties, filed separate motions asking Judge Wiles to direct the
parties to participate in a non-binding mediation and appoint a
sitting judge from the United States Bankruptcy Court for the
Southern District of New York as mediator to oversee restructuring
negotiations in these chapter 11 cases.
The next day, Citibank, N.A. -- in its capacity as administrative
agent under the Revolving Credit Agreement, dated as of June 3,
2013, by and among Pacific Drilling S.A., as Borrower, the RCF
Agent and the lenders party thereto -- filed its own Mediation
Motion.
According to Wilmington, after more than a year and a half of
negotiations, the parties in interest have made little -- if any --
progress towards a consensual plan of reorganization for the
Debtors.
"Indeed, more than eighteen months into this process, the Parent's
board of directors still has no view 'on what is the appropriate
valuation of this company [or] the equity splits' -- issues that
have been central to the Debtors' reorganization from day one.
This utter lack of progress in resolving these and other issues
central to these cases is simply no longer acceptable. The SSCF
Agent believes that mediation before a qualified mediator is the
most economical and efficient way to bring these cases to a timely
conclusion," according to Wilmington.
Citibank reminded the Court that at the first-day hearing, the
Debtors described these cases as a balance sheet restructuring, not
an operational restructuring. The Debtors also indicated at the
first-day hearing that they hoped to commence restructuring
discussions in January 2018 and file a plan by the end of the first
quarter.
"The RCF Agent is concerned, particularly in light of the recent
substitution of lead counsel to the Debtors, that, absent
mediation, these chapter 11 cases will not stay on the timetable
that was suggested by the Debtors at the first-day hearing. The
RCF Agent, like the Ad Hoc Group and SSCF Agent, believes that the
appointment of a mediator to oversee plan negotiations would
greatly assist the parties to reach a timely resolution of these
cases. In light of the discrete issues involved in these cases, the
RCF Agent, like the Ad Hoc Group and SSCF Agent, submits that the
parties would be best served if the mediator was a sitting
bankruptcy judge from this District, who would not result in any
additional cost to the Debtors’ estates," Citibank said.
In a regulatory filing with the Securities and Exchange Commission
on Tuesday, Pacific Drilling acknowledged that negotiations among:
-- the Company;
-- the ad hoc group of unaffiliated beneficial holders of:
* the 7.25% Senior Secured Notes due 2017 issued by
Pacific Drilling V Ltd, an indirect, wholly-owned
subsidiary of the Company;
* the Term Loan B maturing 2018 borrowed by the Company
("2018 TLB"); and
* the 5.375% Senior Secured Notes due 2020 issued by the
Company, and
-- Quantum Pacific (Gibraltar) Limited ("QP"), the Company's
controlling shareholder,
did not reach a consensus as to the terms of any Restructuring for
the Debtors.
The Company indicated that it intends to make its management team
and advisors available to continue discussions with the Creditors,
other stakeholders and their respective representatives concerning
a potential Restructuring, subject to satisfactory confidentiality
assurances.
Pacific Drilling took an adversarial stance on Wednesday. The
Company argued that pursuant to the plain language of the
applicable rules, the Mediation Motions must be denied. Neither
Local Rule 9019-1 nor General Order M-452 grant the authority to
appoint a mediator unless there is a pending matter or dispute.
"There is none here. That should end the discussion," Pacific
Drilling said.
"Even if the requisite authority did exist, the Mediation Motions
should nonetheless be denied because they are premature. The
Debtors are not now required to propose or file a plan. They are in
the initial exclusivity period. And the Bankruptcy Code does not
require that chapter 11 cases be prepackaged or prearranged. That
is the exception, not the rule. The Bankruptcy Code nowhere
supports the rush to a plan sought by the Movants; it is not even a
goal of the Bankruptcy Code."
The Debtors have recently hired Togut, Segal & Segal LLP as lead
counsel, replacing Sullivan & Cromwell LLP.
Pacific Drilling questioned the timing of the Mediation Motions.
"Let us make no mistake about the coordinated timing of the
Mediation Motions -- less than a week after certain of the
noteholders in the Ad Hoc Group became restricted (for the first
time since the Petition Date), in the midst of negotiations with
the Ad Hoc Group (which filed its motion the same day it made a
counterproposal), and just two business days after the Debtors made
a change in lead counsel to Togut, Segal & Segal LLP and the same
day the order approving withdrawal of previous counsel was entered
by the Court," the Company said.
"Without giving the Debtors' new lead counsel a chance, the Movants
are seeking to exploit an opening to catch the Debtors off-guard
and advance their agenda of rushing these cases through chapter 11
to advance their own self-serving agendas just as oil and gas
prices are rising."
According to Pacific Drilling, if it were anything more than to
pressure the Debtors, the Movants would have engaged with the
Debtors' new lead counsel on the topic of mediation before
commencing motion practice. The Company noted that the Togut Firm
has indicated a willingness to discuss mediation -- at the
appropriate time, after it had been given a chance to advance
negotiations -- at the hearing held just two business days prior to
the filing of the Mediation Motions.
Pacific Drilling lamented the Mediation Motions have "undermined
all civility."
"This Court expects parties to meet and confer, and attempt to
cooperate. No such effort has been made. The Movants' discourteous
conduct should not be rewarded."
A hearing on the Mediation Motions is set for Feb. 14.
Counsel for the SSCF Agent:
Dennis F. Dunne, Esq.
Tyson M. Lomazow, Esq.
Matthew L. Brod, Esq.
MILBANK, TWEED, HADLEY & McCLOY LLP
28 Liberty Street
New York, NY 10005
Telephone: (212) 530-5000
E-mail: ddunne@milbank.com
tlomazow@milbank.com
mbrod@milbank.com
Attorneys for Citibank, N.A. as RCF Agent:
Fredric Sosnick, Esq.
Ned S. Schodek, Esq.
Jordan A. Wishnew, Esq.
SHEARMAN & STERLING LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
Facsimile: (212) 848-7179
About Pacific Drilling
Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services. Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion. The average
useful life of a drillship exceeds 25 years.
On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.
Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP. Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisors; and Prime Clerk LLC as claims and
noticing agent.
The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.
The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.
The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.
The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.
PACIFIC DRILLING: Restructuring Talks Hit Impasse
-------------------------------------------------
Pacific Drilling S.A. said this week that negotiations among:
-- the Company;
-- an ad hoc group of unaffiliated beneficial holders of:
* the 7.25% Senior Secured Notes due 2017 issued by
Pacific Drilling V Ltd, an indirect, wholly-owned
subsidiary of the Company;
* the Term Loan B maturing 2018 borrowed by the Company
("2018 TLB"); and
* the 5.375% Senior Secured Notes due 2020 issued by the
Company, and
-- Quantum Pacific (Gibraltar) Limited ("QP"), the Company's
controlling shareholder,
did not reach a consensus as to the terms of any Restructuring for
the Debtors.
The Company intends to make its management team and advisors
available to continue discussions with the Creditors, other
stakeholders and their respective representatives concerning a
potential Restructuring, subject to satisfactory confidentiality
assurances, Pacific Drilling said in a Form 8-K filing with the
Securities and Exchange Commission on Tuesday.
The Company said it executed non-disclosure agreements in January
2018 with the creditor group to facilitate discussions between
Quantum Pacific (Gibraltar) Limited ("QP"), the Company's
controlling shareholder, and the Creditors concerning the
restructuring of the Companies' capital structure.
Pursuant to the NDAs, the Company agreed to disclose publicly after
a specified period, if certain conditions were met, that QP, the
Company and the Creditors had engaged in discussions concerning the
Companies' capital structure and information regarding such
discussions.
Pacific Drilling said the discussion period has elapsed and the
Creditors have not agreed to extend their NDAs.
QP Proposes 61% Newco Stake for Creditors
In connection with discussions regarding a potential Restructuring,
on January 16, 2018, QP proposed to:
(i) extend the maturity of (a) the Revolving Credit Facility
borrowed by the Company from 2018 to 2023 and (b) the
Senior Secured Credit Facility borrowed by Pacific Sharav
S.a r.l. and Pacific Drilling VII Ltd., both indirect,
wholly-owned subsidiaries of the Company, from 2019 to
2024; and
(ii) equitize all of the Indebtedness.
Under this proposal, the Company's current common shareholders
would retain approximately 6% of the post-reorganization equity of
the Company -- subject to dilution from new equity raise, the
warrants and contingent value rights ("CVRs") -- and obtain 7-year
warrants to purchase an additional 15% of the equity of the
Company.
QP also proposed that the Company raise $200 million in new equity
through a rights offering, fully backstopped by QP at an agreed
fixed price with the investors in the rights offering receiving an
aggregate of approximately 31% of the post-reorganization equity of
the Company, before backstop fees. QP's proposal also provided
that QP would receive a backstop fee of 2%, consulting fee of 1%
and a structuring fee of 1%, of the post-reorganization equity of
the Company, all subject to dilution from the warrants and the
CVRs.
Lastly, QP's proposal also included CVRs based on successful
arbitration/settlement of the Zonda claim with the structure of the
CVRs to be determined at a later time.
QP's proposal would have resulted in the Creditors receiving
approximately 61% of the post-reorganization equity of the
Company.
Creditors Want 97.5% New Stake
In response to the QP Proposal, on January 30, 2018, the Creditors
proposed that the Creditors receive approximately 97.5% of the
post-reorganization equity of the Company, with the current
equity-holders to retain approximately 2.5% of the
post-reorganization equity and receive warrants to purchase
approximately 10% of the equity of the Company. The counter
proposal also provided for the warrants to have a shorter tenor and
no change of control protections.
The Creditors' counter proposal included an extension of the
maturities of the Revolving Credit Facility and Senior Secured
Credit Facility to 2023 and 2024, respectively, but did not include
the raising of additional equity or the CVRs.
Neither the QP proposal, the Creditors' counter proposal nor any
other proposal discussed between the Company, QP and the Creditors
is legally binding or indicative of the terms of any Restructuring
that may occur in the future.
A copy of the presentation prepared by Perella Weinberg containing
the proposal that was made by QP to the Creditors is available at
https://is.gd/YFGMsj
A copy of the presentation containing the Creditors' counter
proposal, prepared by Houlihan Lokey, is available at
https://is.gd/m4DRy8
A summary chart comparing the proposals and counter proposals
between the Company, QP and the Creditors is available at
https://is.gd/5nUAgn
About Pacific Drilling
Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services. Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion. The average
useful life of a drillship exceeds 25 years.
On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.
Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP. Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisors; and Prime Clerk LLC as claims and
noticing agent.
The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.
The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.
The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.
The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.
PACIFIC DRILLING: Togut Segal Replaces Sullivan as Lead Counsel
---------------------------------------------------------------
Bankruptcy Judge Michael E. Wiles has granted the request of
Sullivan & Cromwell LLP to withdraw as counsel of record to Pacific
Drilling S.A. and certain of its affiliates.
According to papers filed in Court, the Debtors have engaged Togut,
Segal & Segal LLP, as their new lead counsel.
"S&C's withdrawal as counsel of record to the Debtors is hereby
approved effective as of the date of this Order. S&C shall
continue to be authorized to perform services (i) reasonably
necessary to transition matters to other counsel and (ii) related
to S&C's retention and fee applications," Judge Wiles said in Order
dated his Jan. 30.
The Bankruptcy Court authorized the Debtors employment of Sullivan
& Cromwell as lead counsel in December.
About Pacific Drilling
Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services. Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion. The average
useful life of a drillship exceeds 25 years.
On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.
Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP. Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisors; and Prime Clerk LLC as claims and
noticing agent.
The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.
The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.
The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.
The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.
PANTAGIS DINER: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Pantagis Diner, LLC
3126 Woodbridge Avenue
a/k/a 41 Lehigh Avenue
Edison, NJ 08837
Business Description: Pantagis Diner, LLC listed itself as a
Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). The Company owns
in fee simple a real property located at
3126 Woodbridge Avenue, Edison, NJ 08837
a/k/a 41 Lehigh Avenue Edison, NJ 08837
Block No. 735.C Lot 1.A2; Block 735.C Lot
6A; Block 735.C Lot 7; Block 735.C Lot 8,
valued by the Company at $850,000. Pantagis
Diner previously sought bankruptcy
protection on Nov. 28, 2017 (Bankr. D.N.J.
Case No. 17-33944).
Chapter 11 Petition Date: February 7, 2018
Case No.: 18-12456
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Debtor's Counsel: Tomas Espinosa, Esq.
THOMAS ESPINOSA, ESQ.
8324 Kennedy Boulevard
North Bergen, NJ 07047
Tel: 201-223-1803
Fax: 201-223-1893
Email: te@lawespinosa.com
Total Assets: $850,000
Total Liabilities: $1.18 million
The petition was signed by Stephen A. Pantagis, sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at:
http://bankrupt.com/misc/njb18-12456.pdf
PARMALAT SPA: Citi Wins Dismissal of $2.2 Billion Claim
-------------------------------------------------------
As widely reported, an Italian court dismissed a EUR1.8 billion
($2.2 billion) civil claim filed by Parmalat SpA against Citigroup
Inc. over the Italian dairy group's collapse in 2003.
The Milan court dismissed the suit filed in June 2015 against the
bank and a number of its former employees. Parmalat claimed that
Citigroup colluded with Parmalat staff to obtain financing for
fraudulent transactions before the foodmaker's collapse.
According to a copy of the ruling seen by Bloomberg News, the court
said the claim was a duplication of a case that was dismissed in
New Jersey in 2008 and that it shouldn't be allowed to proceed in
Italy.
"Citi is very pleased that the Milan court has reached this
decision and, in particular, that it has done so at an early stage
of the proceedings, without requiring the parties to incur the
considerable expense of a full trial on claims that had already
been judicially examined and rejected in the United States,"
Citigroup said in a statement, according to Bloomberg.
Parmalat said it will appeal the decision.
Citigroup was represented by Clifford Chance in Milan.
Bloomberg News notes that separately, Citigroup is seeking $431
million from Parmalat for credit not repaid. The bank filed a
complaint in a New Jersey court, which ruled in its favor. In 2014,
an Italian court said that the sentence of the New Jersey Court was
recognized in Italy. Parmalat appealed that ruling and a decision
is pending.
About Parmalat S.p.A.
Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months. It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices.
Parmalat S.p.A. and its Italian affiliates filed separate petitions
for Extraordinary Administration before the Italian Ministry of
Productive Activities and the Civil and Criminal District Court of
the City of Parma, Italy on Dec. 24, 2003. Dr. Enrico Bondi was
appointed Extraordinary Commissioner in each of the cases. The
Parma Court declared the units insolvent.
On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).
Parmalat's U.S. operations filed for Chapter 11 protection on Feb.
24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq.,
and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors. When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debt. The U.S. Debtors emerged from bankruptcy on April
13, 2005.
Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands. Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases. On Jan. 20, 2004, the Liquidators filed a Sec. 304 petition
(Bankr. S.D.N.Y. Case No. 04-10362). Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at
Janvey, Gordon, Herlands Randolph, represented the Finance
Companies in the Sec. 304 case.
The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases. In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.
PARTS PRIVATE 2007-CT1: Fitch Affirms 'CCsf' Rating on Cl. B Notes
------------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the class
A, B and C notes issued by PARTS Private Student Loan Trust Series
2007-CT1:
-- Class A upgraded to 'AAAsf' from 'Asf'; Outlook Stable
Maintained;
-- Class B affirmed at 'CCsf'; RE 50%;
-- Class C affirmed at 'Csf'; RE 0%.
As of the November 2017 distribution date, excluding claims in
process, the class A parity ratio increased to 209.2% from 177.7%
in November 2016, the class B parity ratio increased slightly to
97.5% from 96.5%, and the class C parity ratio declined to 79.4%
from 80.7%.
KEY RATING DRIVERS
Collateral Performance: The PARTS 2007-CT1 trust is collateralized
by approximately $32 million of private student loans originated
according to either TERI or LEARN underwriting guidelines.
Fitch assumes a base case remaining default rate of 11.9%, and
applies a stress multiple of 4x at the 'AAAsf' level. The base case
recovery rate is assumed to be 10%, which is stressed in line with
rating-dependent recovery haircuts described in Fitch's private
student loan criteria.
Fitch does not give any credit to the guarantees provided by The
Education Resources Institute (TERI) or the Lutheran Education
Assistance Resource Network (LEARN). Both parties have stopped
paying claims filed by the trust.
Payment Structure: Credit enhancement (CE) for the class A notes is
provided by overcollateralization (the excess of trust's asset
balance over bond balance), excess spread, and the subordination of
the class B and C notes. CE for the class B notes is provided by
excess spread and the subordination of the class C notes. CE for
the class C notes is provided by excess spread.
As of the November 2017 distribution date, the class A, B and C
parity ratios (excluding claims in process) were 209.2%, 97.5% and
79.4%, respectively. Liquidity support is provided by a reserve
fund, currently fully funded at $1 million, which is the minimum
required reserve fund balance.
The class C junior subordinate note interest and the turbo triggers
are currently in effect. As a result, interest is not paid on the
class C notes, the class A, B and C notes are redeemed
sequentially, and no cash can be released from the trust.
Operational Capabilities: Day-to-day servicing is provided by
American Education Services (AES), a wholly-owned subsidiary of
Pennsylvania Higher Education Assistance Agency (PHEAA). Fitch
considers AES an acceptable servicer for the trust portfolio.
RATING SENSITIVITIES
Rating sensitivities provide greater insight into the model-implied
sensitivities the transaction faces when one or two risk factors
are stressed, while holding others equal. The modelling process
first uses the estimation and stress of base-case default and
recovery assumptions to reflect asset performance in a stressed
environment. Second, structural protection was analysed with
Fitch's GALA Model. The results below should only be considered as
one potential outcome as the transaction is exposed to multiple
risk factors that are all dynamic variables. The results below use
ratings assigned to the transactions as a rating cap for each
tranche.
The 'CCsf' and 'Csf' rated classes are not included in these
sensitivities. Expected impact on the class A is as follows:
-- Defaults increase by 10%: 'AAAsf';
-- Defaults increase by 25%: 'AA+sf';
-- Defaults increase by 50%: 'AA-sf'.
-- Recoveries decrease by 10%: 'AAAsf';
-- Recoveries decrease by 20%: 'AAAsf';
-- Recoveries decrease by 30%: 'AAAsf'.
-- Defaults increase/recoveries decrease by 10%: 'AAAsf';
-- Defaults increase/recoveries decrease by 25%: 'AA+sf;'
-- Defaults increase/recoveries decrease by 50%: 'A+sf'.
The stresses are intended to provide an indication of the rating
sensitivity of the notes to unexpected deterioration in trust
performance. Rating sensitivity should not be used as an indicator
of future rating performance.
PATRIOT NATIONAL: Plan Proposes Creation of Litigation Trust
------------------------------------------------------------
Patriot National, Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement in connection with its proposed chapter 11 plan of
reorganization dated Jan. 30, 2018.
The Plan is supported by 100% percent of the Debtors' First Lien
Lenders who possess security interests on substantially all of the
Debtors' assets. Prior to the Petition Date, the Debtors engaged in
extensive, good-faith negotiations with the Consenting Lenders to
develop a comprehensive financing, restructuring, and
recapitalization plan to be implemented through these Chapter 11
Cases. That agreement was memorialized in the Restructuring Support
Agreement dated Nov. 27, 2017 between the Debtors, the First Lien
Agents, and the First Lien Lenders. The RSA provides the framework
for a prompt resolution of these Chapter 11 Cases under the terms
set forth in the Plan Term Sheet, in order to allow the Debtors'
operating businesses to emerge from bankruptcy as a going concern.
The Debtors and the Consenting Lenders believe that transactions
reflected in the Plan and related documents will provide the
Debtors with liquidity to achieve the financial restructuring
contemplated by the Plan, implement the Debtors' long-term business
plan, and lead to an overall healthier, restructured company, which
will benefit all creditors doing business with the Reorganized
Debtors.
Pursuant to the Plan, all of the issued and outstanding equity
interests in PNI and each of its direct and indirect subsidiaries
will be extinguished, and the First Lien Lenders will receive 100%
of newly issued equity interests in Reorganized PNI and each of the
Reorganized Subsidiary Debtors on account of a portion of their
claims arising under their applicable financing agreements.
Additionally, the Plan provides for the creation of a Litigation
Trust and for the transfer free and clear into the Litigation Trust
of all of the Debtors' Litigation Claims, which include avoidance
actions, commercial tort claims, including claims against certain
of the Debtors' current and former officers and directors, claims
against certain of the Debtors' former professionals, and other
claims against third parties held by the Debtors. The proceeds from
the settlement or successful prosecution of the causes of action
transferred to the Litigation Trust will be distributed pursuant to
the Litigation Proceeds Waterfall as set forth in the Plan and
further described herein. As an overview, the Cash proceeds of the
Litigation Claims will first be used to pay Litigation Trust
Expenses, then to repay amounts borrowed under the Litigation Trust
Facility and then to repay any indebtedness incurred under the DIP
Facility or Exit Facility. Remaining Cash proceeds from the
Litigation Claim will then split with 80% being distributed ratably
to holders of Allowed First Lien Lender Deficiency Claims and 20%
being allocated to the GUC Cash Pool for distribution to holders of
Allowed General Unsecured Claims and Allowed Subordinated Claims
pursuant to the GUC Cash Pool Waterfall.
Allowed Priority Claims and Allowed Other Secured Claims will
either be paid in full, reinstated, or otherwise rendered
unimpaired. Allowed Continuing Vendor Claims and Allowed Continuing
Retail Agent Claims will be paid in full in the ordinary course of
business, or if such amounts are overdue on the Effective Date of
the Plan, in two equal installments with the first such installment
occurring on the Effective Date and the second occurring six months
after the Effective Date. The Plan provides for Allowed DIP Claims,
Allowed Administrative Expense Claims, Allowed Priority Tax Claims
and U.S. Trustee Fee Claims to receive 100% recoveries or such
other treatment as is agreed to in writing among such Holder, the
Debtors and the First Lien Agents.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb18-10189-16.pdf
About Patriot National
Patriot National, Inc. -- http://www.patnat.com/-- is a national
provider of comprehensive technology and outsourcing solutions that
help insurance companies and employers mitigate risk, comply with
complex regulations and save time and money. Patriot National
provides general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services, claims
administration services, and self-funded health plans to its
insurance carrier clients, employers and other clients. Patriot
National is headquartered in Fort Lauderdale, Florida.
PATRIOT NATIONAL: Wants $5MM in DIP Financing For This Month
------------------------------------------------------------
Patriot National, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to obtain from Cerberus
Business Finance, LLC, as DIP agent, up to $5 million in senior
secured super-priority debtor-in-financing on and from the interim
facility effective date, which is February 2018, until the final
facility effective date, and $15.5 million on and after the final
facility effective date.
The interest rate will be either (i) the sum of the Reference Rate
plus 7.5% per annum or (ii) the sum of the LIBOR Rate plus 9.25%
per annum.
The "Reference Rate" means, for any period, a rate per annum equal
to the greatest of (a) 3.00% per annum, (b) the Federal Funds
Effective Rate in effect on the day plus 0.50% per annum, (c) the
LIBOR Rate plus 1.00% per annum, and (d) the Prime Rate in effect
on the day. The "LIBOR Rate" means, for each Interest Period in
respect of any LIBOR Rate Loan, a rate per annum equal to the
greater of (x) the rate per annum determined by the Administrative
Agent (rounded upwards if necessary, to the next 1/100%) by
dividing (i) LIBOR for Interest Period by (ii) 100% minus the
Reserve Percentage and (y) 1.00%.
Default interest for the loan is an additional 2% per annum.
As closing fee, the Debtor will pay to the DIP Agent, for the
account of the lenders, a non-refundable closing fee equal to
$155,000, which will be deemed fully earned upon entry of the
interim court order.
The Debtor will pay to the DIP Agent for the account of the Agents,
in accordance with a written agreement between the Agents,
anon-refundable loan servicing fee equal to an aggregate amount of
$5,000 each month, which will be payable on the on the Interim
Facility Effective Date and thereafter monthly in advance on the
first day of each calendar month.
The Debtors agree to pay, without duplication of any such amounts
payable under the prepetition Financing Agreement, (i) $1,500 per
day per examiner plus the examiner's out-of-pocket costs and
reasonable expenses incurred in connection with all such visits,
inspections, environmental site assessments acid (ii) the costs and
reasonable expenses incurred in connection with all visits,
inspections and. environmental site assessments conducted by a
third party on behalf of the DIP Agent.
Termination date for the loan is the earliest o£ (i) the delivery
of an Enforcement Notice upon the occurrence of an Event of Default
in accordance with the DIP Documents; (ii) the date which is 35
days after the Petition Date if the Court has not entered the final
court order on or prior to the date (or the later date as may be
agreed by the Debtors and the DIP Agent); (iii) May 30, 2018; (iv)
the date on which the sale, transfer or other disposition of all or
substantially all of the Debtors' assets is consummated; (v) the
date on which the DIP Obligations have been indefeasibly paid in
full in cash; (vi) the date of the substantial consummation of a
plan of reorganization in the Chapter 11 cases that has been
confirmed by an order of the Court; or (vii) as otherwise ordered
by the Court.
Proceeds of the loans will be used in accordance with the approved
budget:
(i) to pay for the fees, costs, and expenses incurred in
connection with the Chapter 11 cases;
(ii) to pay for the fees, costs, and expenses incurred in
connection with the transactions contemplated by the DIP
Agreement; and
(iii) for general working capital requirements and other
general corporate purposes of the Debtors, and (iv) to
repay in full the Prepetition Collateral Agent Advances
plus all fees, expenses, and accrued and unpaid interest
(including default interest) thereon.
Collateral will include all of the property, assets or interests in
property or assets of the Debtors, of any kind or natutre
whatsoever, real or personal, now existing or hereafter acquired or
created.
As adequate protection, the lenders will be granted valid,
enforceable, unavoidable and fully perfected replacement liens and
security interests in all collateral, including cash collateral and
superpriority administrative expense claims under Sections 503 and
507 of the U.S. Bankruptcy Code.
The Debtors are authorized and directed to pay, as adequate
protection to the Prepetition Agent, all accrued and unpaid fees
and disbursements (whether incurred prior to or after the Petition
Date) owing to the Prepetition Agent under the Prepetition Loan
Documents, as and when the fees and expenses become due and payable
(but for the commencement of the Chapter 11 cases) in accordance
therewith. As additional adequate protection, the Debtors will also
pay to the Prepetition Agent all reasonable and documented fees and
out-of-pocket expenses of its professionals in accordance with the
terms of the Prepetition Loan Documents, provided that the payment
of fees and expenses will not be included for the purpose of
calculating a Material Adverse Deviation.
The Debtors will:
(i) file the Plan of Reorganization, the Disclosure
Statement, and the Disclosure Statement motion with the
Court within 21 calendar days of the Filing Date;
(ii) obtain approval of the Disclosure Statement motion within
40 calendar days of the Plan Filing Date; and
(iii) obtain entry of the Confirmation Order within 90 calendar
days of the Plan Filing Date.
Events of default include:
(1) failure by any borrower to pay, when due (whether by
scheduled maturity, required prepayment, acceleration,
demand, or otherwise), (i) any interest on any loan, any
Collateral Agent Advance or any fee, indemnity or other
payable amount under the DIP Documents, and failure
continues for a period of 3 business days or (ii) all or
any portion of the principal of the loans; or
(2) any representation or warranty made or deemed made by or
on behalf of any Debtor or by any officer of the
foregoing under or in connection with any DIP Document or
under or in connection with any certificate or other
writing delivered to any Lender pursuant to any DIP
Documents will have been incorrect in any material
respect when made are deemed made; or
(3) failure of any Debtor to perform or comply with any
covenant or agreement contained in (i) Section 7.01(a)(i)
and the failure will remain unremedied for 3 business
days.
The Debtors presently lack sufficient liquidity not only to support
their operations but also to successfully reorganize. The Debtors
have concluded that they require postpetition financing to meet
their ongoing working capital and general business needs during
these Chapter 11 cases as well as the costs of bankruptcy
administration. Accordingly, in consultation with their legal and
financial advisors, PNI, as borrower, the remaining Debtors, as
guarantors, and Cerberus Business Finance, LLC, as administrative
and collateral agent for certain lenders, have negotiated the DIP
Facility. The Guarantors will provide guarantees of the
obligations incurred by PNI under the DIP Facility.
The DIP Agreement provides for a postpetition loan commitment in an
aggregate principal amount not to exceed $15.5 million; provided
that, until the Court enters the final court order, no loans under
the DIP Agreement will be made other than loans in an aggregate
principal amount not to exceed $5 million. Upon entry of the final
court order, PNI intends to borrow the amount necessary to repay
the $4.955 million in Prepetition Collateral Agent Advances plus
all fees, expenses and accrued and unpaid interest (including
default interest) thereon.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/deb18-10189-18.pdf
About Patriot National
Fort Lauderdale, Florida-based Patriot National, Inc. --
http://www.patnat.com-- aka Old Guard Risk Services, Inc., through
its subsidiaries, provides agency, underwriting and policyholder
services to its insurance carrier clients, primarily in the
workers' compensation sector. Patriot National provides general
agency services, technology outsourcing, software solutions,
specialty underwriting and policyholder services, claims
administration services and self-funded health plans to its
insurance carrier clients, employers and other clients. Patriot
was incorporated in Delaware in November 2013. The Company
completed its initial public offering in January 2015 and its
common stock is listed on the New York Stock Exchange under the
symbol "PN."
Patriot National, Inc. (Bankr. D. Del. Case No. 18-10189), and
affiliates Patriot Services, LLC (Bankr. D. Del. Case No.
18-10190), TriGen Insurance Solutions, Inc. (Bankr. D. Del. Case
No. 18-10191), Patriot Captive Management, LLC (Bankr. D. Del. Case
No. 18-10192), Patriot Underwriters, Inc. (Bankr. D. Del. Case No.
18-10193), TriGen Hospitality Group, Inc. (Bankr. D. Del. Case No.
18-10194), Patriot Risk Consultants, LLC (Bankr. D. Del. Case No.
18-10195), Patriot Audit Services, LLC (Bankr. D. Del. Case No.
18-10196), Patriot Claim Services, Inc. (Bankr. D. Del. Case No.
18-10197), Patriot Risk Services, Inc. (Bankr. D. Del. Case No.
18-10198), Corporate Claims Management, Inc. (Bankr. D. Del. Case
No. 18-10199), CWIBenefits, Inc. (Bankr. D. Del. Case No.
18-10200), Forza Lien, LLC (Bankr. D. Del. Case No. 18-10201),
Contego Investigative Services, Inc. (Bankr. D. Del. Case No.
18-10202), Contego Services Group, LLC (Bankr. D. Del. Case No.
18-10203), Patriot Care Management, LLC (Bankr. D. Del. Case No.
18-10204), Radar Post-Closing Holding Company, Inc. (Bankr. D. Del.
Case No. 18-10205), Patriot Technology Solutions, LLC (Bankr. D.
Del. Case No. 18-10206), and Decision UR, LLC (Bankr. D. Del. Case
No. 18-10207) simultaneously filed Chapter 11 petitions on Jan. 30,
2018. The petitions were signed by James S. Feltman, chief
restructuring officer.
Patriot National, Inc., is the lead case.
Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A.
Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq.,
at Hughes Hubbard & Reed LLP serve as the Debtors' bankruptcy
counsel.
Duff & Phelps, LLC, is the Debtors' financial advisor.
Conway Mackenzie Management Services, LLC, is the Debtors' provider
of EVP of Finance and related advisory services.
Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the
Debtors' claims, noticing and balloting agent.
The Debtors disclosed $159,415,856 in total assets as of Dec. 31,
2017, and $242,178,504 in total debt as of Dec. 31, 2017.
PERRY ELLIS: S&P Puts 'B+' CCR on Watch Neg. Amid Buyout Bid News
-----------------------------------------------------------------
S&P Global Ratings placed its ratings on Miami–based Perry Ellis
International Inc., including the 'B+' credit rating, on
CreditWatch with negative implications.
The CreditWatch placement follows the company's announcement that
it received an unsolicited bid from George Feldenkreis, founder of
PEI, to purchase the company for $27.50 per share in cash, which
values the company at approximately $430 million. In connection
with the acquisition proposal, on Feb. 6, 2018, the founder entered
into a nonbinding letter of intent with Fortress Investment Group
LLC, an investment firm, in which Fortress confirmed it would
consider committing $300 million of cash and/or equity financing
toward the proposed acquisition. Detailed information on the pro
forma capital structure and impact on credit metrics have not been
disclosed yet. However, S&P believes the transaction, if approved
by the company's board, would likely result in a higher debt
leverage and weaker cash flow generation.
S&P said, "We expect to resolve the CreditWatch when we obtain more
details about the financing plans and impact on the company's
credit measures. In addition, we would assess the company's
financial policies and strategic direction prior to resolving the
CreditWatch."
PES HOLDINGS: Disclosure Statement Hearing Set for March 26
-----------------------------------------------------------
A hearing will be held before the Hon. Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware, in Courtroom 3, 824
North Market Street in Wilmington, Delaware on March 26, 2018, at
10:00 a.m. (prevailing Eastern Time), to consider the adequacy of
the disclosure statement explaining the proposed joint prepackaged
Chapter 11 plan of reorganization filed by PES Holdings LLC and its
debtor-affiliates. Objections, if any, are due on March 19, 2018,
at 5:00 p.m. (prevailing Eastern Time).
About PES Holdings LLC
Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex. The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia. The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel). In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast. The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene. PES
employs over 1,000 people. PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.
PES and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10122 to 18-10130) on
January 21, 2018. Gregory G. Gatta, manager, signed the
petitions.
At the time of the filing, the Debtors disclosed that they had
estimated assets and liabilities of $1 billion to $10 billion.
The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; and Alvarez & Marsal North America, LLC as
restructuring advisor.
PES HOLDINGS: Unsecured Claimants to Be Paid in Full Under the Plan
-------------------------------------------------------------------
PES Holdings, LLC, and its debtor-affiliates has filed with the
U.S. Bankruptcy Court for the District of Delaware a Disclosure
Statement which provides information regarding the Joint
Prepackaged Chapter 11 Plan of Reorganization for PES Holdings, LLC
and its affiliates.
The Debtors and their key stakeholders reached terms on a
consensual prepackaged plan of reorganization after many months of
hard fought, arms' length negotiations, which is reflected in the
Restructuring Support Agreement (RSA) executed on January 12, 2018,
among the Debtors, the Parent, the Parent Parties, the Term Loan A
Lenders, certain of the Term Loan B Lenders, the DIP Commitment
Parties, and the Additional Financing Lender.
The RSA contemplates a comprehensive reorganization, through the
Plan, that will result in a substantial new capital infusion,
reduction of debt service obligations, and relief from looming debt
maturities. It secures commitments for approximately $260 million
of new capital for the Debtors. Moreover, the RSA contemplates
extending the Debtors' currently looming maturities until 2022.
Accordingly, the Debtors plan to commence the chapter 11 cases to
implement the balance sheet restructuring contemplated under the
RSA and to put themselves in a position to execute on their
business plan. Under the terms of the restructuring, a buyer entity
may be formed to acquire the Debtors' assets free and clear of the
Debtors' 2016 and 2017 RINs Liabilities.
Significantly, this reorganization carries the support of:
(a) the non-Debtor Parent, which has committed to provide a
$65 million cash contribution in exchange for, among other things,
25% of the New Equity (subject to dilution by the Management
Incentive Plan);
(b) Holders of 100% of the Term Loan A Debt who, in exchange
for their Claims, will receive their pro rata share of $15 million
of Cash and Tranche B of the New First Lien Term Loan Facility; and
(c) and Holders of over 90% of the Term Loan B Debt who, in
exchange for their Claims, will receive their pro rata share of
100% of the New Equity in the form of the New Class A Common Stock,
less the percentage of the New Equity distributed to (i) holders of
Allowed DIP Facility Claims and the DIP Commitment Parties pursuant
to Article II.B of the Plan and (ii) Parent pursuant to Article
IV.B.1, subject to dilution by the Management Incentive Plan, and
$417 million of Tranche C of the New First Lien Term Loan Facility.
Certain Term Loan B Lenders -- each of which are signatories to the
RSA, which requires the parties to support the reorganization
contemplated under the Plan -- have also agreed to contribute a
$120 million DIP-to-Exit Facility. Moreover, the reorganization
carries the support of the Additional Financing Lender, which has
committed to provide a $75 million Additional Financing Facility.
Class 9 consists of any General Unsecured Claims against any
Debtor. General unsecured claims (GUCs) against the Debtors,
including trade claims, will be paid in full as they come due in
the ordinary course of business. The Plan leaves GUCs unimpaired,
truly minimizing any potential adverse effects to the Debtors'
businesses and trade partners as a result of the restructuring and
leaving the Debtors poised to swiftly emerge from bankruptcy.
Holders of allowed general unsecured claims in Class 9 are
conclusively presumed to have accepted the Plan.
Pursuant to the RSA, the Plan is currently supported by Holders of
100% of the outstanding Term Loan A Claims and over 90% of the
outstanding Term Loan B Claims.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb18-10122-10.pdf
About PES Holdings LLC
Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex. The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia. The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel). In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast. The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene. PES
employs over 1,000 people. PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.
PES and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10122 to 18-10130) on
January 21, 2018. Gregory G. Gatta, manager, signed the
petitions.
At the time of the filing, the Debtors disclosed that they had
estimated assets and liabilities of $1 billion to $10 billion.
The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
PETSMART INC: Bank Debt Trades at 18.92% Off
--------------------------------------------
Participations in a syndicated loan under which Petsmart Inc. is a
borrower traded in the secondary market at 81.08
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.03 percentage points from the
previous week. Petsmart Inc. pays 300 basis points above LIBOR to
borrow under the $4.246 billion facility. The bank loan matures on
March 10, 2022. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'CCC+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 26.
PKC ENTERPRISES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of PKC Enterprises, Inc. as of
Feb. 5, according to a court docket.
About PKC Enterprises
Based in Yuma, Arizona, PKC Enterprises, Inc., d/b/a Diamond Brooks
Water -- http://diamondbrooks.com/-- is a family-owned company
that has been providing drinking water to homes and businesses for
over 28 years. Diamond Brooks has 23 water vending kiosks and a
fleet of delivery trucks and employees that help produce and
deliver more than 38,000 gallons of water each day.
PKC Enterprises filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 17-13961) on Nov. 25, 2017. The petition was signed by Philip
Clark, its president. In its petition, the Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities.
The Hon. Brenda Moody Whinery presides over the case.
Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, serves as
bankruptcy counsel. Kirk A. McCarville, P.C., is the special
litigation counsel.
PLACE FOR ACHIEVING: DOJ Watchdog Named J. Tomaino as PCO
---------------------------------------------------------
William K. Harrington, United States Trustee for Region 2, in
furtherance of his administrative responsibilities and the Consent
Order entered on December 22, 2017, informs the U.S. Bankruptcy
Court for the Southern District of New York of his appointment of
Joseph J. Tomaino as Patient Care Ombudsman in the chapter 11 case
of Place for Achieving Total Health Medical, P.C.
Joseph J. Tomaino is the Chief Executive Officer of Grassi
Healthcare Advisors LLC, with office address at 488 Madison Avenue,
21st Floor, New York, NY 10022, Tel. No. (212) 223-5020.
William K. Harrington, U.S. Trustee is represented by:
Linda Riffkin, Esq.
Assistant United States Trustee
Office of the United States Trustee
201 Varick Street, #1006
New York, New York 10014
About Place for Achieving Total Health Medical
Based in New York, Place for Achieving Total Health Medical, P.C.,
is a small diet, nutrition & weight management company. It was
founded in 2001.
Place for Achieving Total Health Medical filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-13478) on December 4, 2017.
The petition was signed by Eric Braverman, M.D., its president.
The Hon. Mary Kay Vyskocil presides over the case. The Debtor is
represented by Michael D. Siegel, Esq., at Siegel & Siegel, P.C.,
as counsel.
At the time of filing, the Debtor estimated $1,000 in assets and
$7.66 million in liabilities.
PLOY SIAM: Hires John M. Vlasac as Accountant
---------------------------------------------
Ploy Siam, LLC, seeks authority from the U.S. Bankruptcy Court for
the District of New Jersey to employ John M. Vlasac & Company, as
accountant to the Debtor.
Ploy Siam requires John M. Vlasac to:
-- audit the Debtor's financial statements; and
-- prepare tax returns and related accounting services.
John M. Vlasac will be paid at the hourly rate of $350. John M.
Vlasac will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John M. Vlasac, partner of John M. Vlasac & Company, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
John M. Vlasac can be reached at:
John M. Vlasac
JOHN M. VLASAC & COMPANY
1989 Arena Drive
Hamilton, NJ 08610
Tel: (609) 585-5400
About Ploy Siam
Ploy Siam, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 17-31699) on Oct. 26, 2017,
estimating under $1 million in both assets and liabilities. The
Debtor's counsel is Brian W. Hofmeister, Esq., at the Law Firm of
Brian W. Hofmeister, LLC.
PRECISION CASTING: Hires Dennis & Company as Accountant
-------------------------------------------------------
Precision Casting Prototypes and Engineering, Inc., seeks authority
from the U.S. Bankruptcy Court for the District of Colorado to
employ Dennis & Company, P.C., as accountant to the Debtor.
The Debtor previously employed Wendy S. Campbell of Arrow
Partnership to provide accounting services to the Debtor. Arrow is
no longer available to provide those services.
Precision Casting requires Dennis & Company to provide accounting
services to the Debtor, including the preparation and filing of
income tax returns.
Dennis & Company will be paid at these hourly rates:
Partners $250
Administrative Support $110
Dennis & Company will be paid a retainer in the amount of $3,000.
Dennis & Company will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mark D. Dennis, partner at Dennis & Company, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Dennis & Company can be reached at:
Mark D. Dennis
DENNIS & COMPANY, P.C.
8400 East Crescent Parkway, Suite 600
Greenwood Village, CO 80111
Tel: (720) 528-4087
E-mail: mark@denniscocpa.com
About Precision Casting
Prototypes and Engineering
Precision Casting Prototypes & Engineering, Inc., is a veteran
owned foundry and machine shop in Colorado serving the entire
United States. It operates at a leased property at 7501 East
Dahlia Street in Commerce City, Colorado.
Precise Cast specializes in rapid prototyping and the precision
casting and machining of aluminum, magnesium, and zinc parts
primarily for Fortune 500 companies in the aerospace, defense,
automotive, commercial vehicle, electronic, and medical device
industries.
Precision Casting filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 16-20113) on Oct. 13, 2016. In the petition signed by Craig R.
Reeves, president, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in debt. The case is assigned
to Judge Thomas B. McNamara. The Debtor is represented by Kenneth
J. Buechler, Esq., at Buechler & Garber, LLC. An official
committee of unsecured creditors has not yet been appointed in the
Chapter 11 case.
PRIMARYDATA INC: TriplePoint Capital to Sell Assets on Feb. 21
--------------------------------------------------------------
Secured creditor TriplePoint Capital LLC will sell substantially
all of the tangible and intangible assets of PrimaryData Inc. to
the highest or otherwise best qualified bidder at a public auction
to be conducted on Feb. 21, 2018, at 12:00 noon (PST) at the
offices of McDermott Will & Emery LLP, 275 Middlefield Road, Menlo
Park, California.
The sale will be conducted pursuant to Section 9610 and 9617 of the
California Commercial Code and the terms of the credit and security
documents executed by and between the secured creditor and Debtor.
Qualified bidders are required to deliver:
1) an executed asset purchase agreement, in a form and
substance acceptable to the secured creditor in its reasonable
discretion, without any conditions to closing;
2) a $100,000 earnest money deposit via wire transfer to an
account to be designated by the secured creditor; and
3) financial information demonstrating to the satisfaction of
the secured creditor, in the exercise of its reasonable discretion,
that the bidder has sufficient financial resources necessary to
close the sale transaction.
Any competing bids at the auction will be at least $50,000 greater
that the prior bid. The minimum opening bid required for the
participation in the auction will be the aggregate outstanding
amount under the secured creditor's credit documents -- not less
than $8,698,233 plus amounts advanced after Jan. 26, 2018, and
prior to the sale.
For information regarding the bid qualification requirements, the
auction procedures, or the collateral, contact:
Michael Rostovtsev, Esq.
McDermott Will & Emery LLP
2049 Century Park East, Suite 3800
Los Angeles, CA 90067
Tel: (310) 284-6182
Fax: (310) 317 7331
Headquartered in Los Altos, California, PrimaryData Inc. --
http://primarydata.com/-- develops software for enterprise data
management across IT infrastructure and into the cloud.
PROFLO INDUSTRIES: Court Recommends Examiner for Oversight
----------------------------------------------------------
Judge Mary Ann Whipple of the U.S. Bankruptcy Court for the
Northern District of Ohio entered an order:
(a) denying SkyMark Refuelers, LLC's motion to the extent it
seeks appointment of a Chapter 11 trustee; and
(b) directing the U.S. Trustee to file an application
recommending an individual to be appointed as Examiner in this case
for the limited purpose of: (i) investigating transactions between
ProFlo Industries, LLC and ProFlo Latam and payments to Terry N.
Bosserman, Terry L. Bosserman and Crystal Bosserman, to determine
whether claims relating to those transactions exist, make a
recommendation respecting pursuit of any claims, and report the
results of that investigation.
About ProFlo Industries
Headquartered in Alvada, Ohio, ProFlo Industries, LLC, is an Ohio
Limited Liability Company engaged in the airline refueling
business. The principal customers of the business are
multi-national companies providing goods, services and advice in
the global aviation industry. ProFlo consists of one shareholder:
Terry N. Bosserman who owns 100% of the shares.
ProFlo Industries filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 17-33184) on Oct. 8, 2017, estimating
its assets at between $500,001 and $1 million and liabilities
between $100,001 and $500,000. The petition was signed by Terry N.
Bosserman, president. The Debtor is represented by Patricia A.
Kovacs, Esq.
The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of ProFlo Industries,
LLC, according to a notice filed with the U.S. Bankruptcy Court for
the Northern District of Ohio.
QUOTIENT LIMITED: Incurs $20.3 Million Net Loss in Third Quarter
----------------------------------------------------------------
Quotient Limited filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss of $20.31
million on $5.85 million of total revenue for the quarter ended
Dec. 31, 2017, compared to a net loss of $31.16 million on $4.84
million of total revenue for the quarter ended Dec. 31, 2016.
For the nine months ended Dec. 31, 2017, the Company reported a net
loss of $62.24 million on $18.59 million of total revenue compared
to a net loss of $64.76 million on $16.70 million of total revenue
for the same period a year ago.
As of Dec. 31, 2017, the Company had $137.78 million in total
assets, $133.96 million in total liabilities and $3.82 million in
total shareholders' equity.
The Company has incurred net losses and negative cash flows from
operations in each year since it commenced operations in 2007 and
had an accumulated deficit of $255.5 million as of Dec. 31, 2017.
At Dec. 31, 2017, the Company had available cash holdings and
short-term investments of $33.5 million. The Company has
expenditure plans over the next twelve months that exceed its
current cash and short-term investment balances, raising
substantial doubt about its ability to continue as a going concern.
The Company expects to fund its operations in the near-term,
including the continued development of MosaiQ through successful
field trial completion to commercialization, from a combination of
funding sources, including through the use of existing cash and
short-term investment balances, the issuance of new equity
(including up to $49 million of proceeds from the exercise of
warrants issued in connection with the Company's recent private
placement of ordinary shares) and debt (including through the
issuance of a further $36 million of 12% Senior Secured Notes due
2023 upon the publication of successful field trial concordance
data for the IH I microarray), and an expected $15 million of
proceeds from the sale and leaseback of the Company's recently
completed Biocampus facility in Edinburgh, Scotland. The Company's
Directors are confident in the availability of these funding
sources and accordingly have prepared the financial statements on
the going concern basis. However, there can be no assurance that
the Company will be able to obtain adequate financing when
necessary and the terms of any financings may not be advantageous
to the Company and may result in dilution to its shareholders. In
particular, there can be no assurance that the Company's warrants
will be exercised or that the Company will be able to successfully
complete its field trials or the sale and leaseback of the
Biocampus facility in Edinburgh, Scotland.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/kawdrX
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited --
http://www.quotientbd.com/-- develops, manufactures and sells
products for the global transfusion diagnostics market. Products
manufactured by the Group are sold to hospitals, blood banking
operations and other diagnostics companies worldwide. Quotient
Limited completed an initial public offering for its ordinary
shares on April 30, 2014 pursuant to which it issued 5,000,000
units each consisting of one ordinary share, no par value and one
warrant to purchase 0.8 of one ordinary share at an exercise price
of $8.80 per whole ordinary share, raising $40 million of new
equity share capital before issuing expenses.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
QUOTIENT LIMITED: Updates on Status of MosaiQ Performance
---------------------------------------------------------
Quotient Limited reported continued positive progress for the
commercial scale-up of MosaiQ and its financial results for its
fiscal third quarter and nine months ended Dec. 31, 2017.
Paul Cowan, Quotient's CEO and Chairman commented, "I am very
pleased to announce the successful completion of the planned
modifications to the MosaiQ manufacturing process announced in
early January. These modifications were designed to further
improve the performance and reliability of MosaiQ, which has been
demonstrated with our latest performance evaluation data. In the
next several days we expect to resume the V&V study for blood
grouping, which is the final step prior to commencing our European
field trials." Mr. Cowan added, "the improved manufacturing
processes are expected to benefit the performance of the expanded
assay menu to be incorporated into the MosaiQ IH II Microarray,
which is currently moving from development into manufacturing.
MosaiQ will deliver the benefits of high throughput automation with
the ease of use and cost efficiency of a single universal testing
platform, providing our customers with the capability to fully
characterize and screen each unit of donated blood in a single
testing event."
Upcoming Regulatory and Commercial Milestones
Building on these recent achievements Quotient expects a number of
key development, regulatory and commercial milestones to be
achieved during calendar 2018, which include:
* Completion of EU field trials and regulatory approval for the
MosaiQ IH Microarray, the MosaiQ IH II Microarray
(incorporating the extended antigen typing panel for donor
testing) and the MosaiQ SDS Microarray (for CMV and Syphilis)
* European Commercialization -- Quotient has commenced the
commercialization of MosaiQ in Europe, where it has already
been invited to participate in tenders by European donor
testing agencies
* Completion of U.S. Field Trials for the MosaiQ IH II
Microarray and the MosaiQ SDS Microarray (for CMV and
Syphilis)
* Completion of development for the MosaiQ IH III Microarray
(for patient testing) and the MosaiQ SDS II Micorarray
encompassing the full serological disease screening panel for
donor disease screening (for red cells and plasma).
MosaiQ Platform
MosaiQ, Quotient's next-generation platform is designed to deliver
fast, comprehensive antigen typing, antibody detection and disease
screening results, using a single low volume sample in a high
throughput automated format. MosaiQ represents a transformative
and highly disruptive unified testing platform for transfusion
diagnostics. Feasibility has also been demonstrated with respect
to the detection of nucleic acids (DNA or RNA) using the MosaiQ
platform. Through MosaiQ, Quotient expects to deliver substantial
value to donor testing laboratories worldwide by providing
affordable, routine comprehensive characterization and screening of
blood products, on a single automated instrument platform designed
to radically reduce labor costs and complexity associated with
existing practice.
Fiscal Third Quarter 2018 Financial Results
"During the third quarter, strong revenue growth was generated by
all key categories of our conventional reagent business. Both our
OEM and U.S. direct businesses had another very strong quarterly
performance, which contributed to year over year growth in product
sales and gross profit from product sales of 17% and 49%
respectively," said Paul Cowan.
Net cash used in operating activities totaled $20.3 million in the
third quarter of fiscal 2018, compared with $13.8 million in the
third quarter of fiscal 2017. Capital expenditures totaled $5.1
million in 3QFY18, compared with $5.8 million in 3QFY17, largely
reflecting expenditures in connection with the construction of the
Company's conventional reagent manufacturing facility near
Edinburgh, Scotland. Quotient ended 3QFY18 with $34 million in
cash and other short-term investments.
During the quarter the Company completed a private placement of
7,864,683 ordinary shares and 550,000 pre-paid warrants, together
with warrants for the purchase of a further 8,414,683 ordinary
shares at $5.80 per share, prior to July 31, 2018, which were
issued at a purchase price of $0.125 per warrant. The initial sale
of ordinary shares and warrants generated proceeds of approximately
$40 million.
Outlook for the Fiscal Year Ending March 31, 2018
* Total revenue for the fiscal year ending March 31, 2018 is
now expected to be in the range of $24.1 to $24.6 million.
Total revenue expectations now include other revenue of $0.8
which was formerly expected to be $2 million, due to lower
than anticipated product development fee resulting from a
delay in the regulatory approval of certain liquid reagent
products. Total revenue for the fiscal year ended March 31,
2017 was $22.2 million, including product development fees of
$2.1 million.
* Product sales for the fiscal year ending March 31, 2018 are
now expected to be $23.3 to $23.8 million, compared with
Product sales of $20.1 million for the fiscal year ended
March 31, 2017.
* Operating loss in the range of $70.0 to $75.0 million,
including non-cash items of $20.0 to $21.0 million.
Product sales in the fourth quarter of fiscal 2018 are expected to
be within the range of $5.5 to $6.0 million, compared with $4.7
million for the fourth quarter of fiscal 2017.
Quarterly product sales can fluctuate depending upon the shipment
cycles for red blood cell based products, which account for
approximately two-thirds of our current product sales. These
products typically experience 13 shipment cycles per year, equating
to three shipments of each product per quarter, except for one
quarter per year when four shipments occur. The timing of shipment
of bulk antisera products to OEM customers may also move revenues
from quarter to quarter. Some seasonality in demand is also
experienced around holiday periods in both Europe and the United
States. As a result of these factors, Quotient expects to continue
to see seasonality and quarter-to-quarter variations in product
sales. The timing of product development fees included in other
revenues is mostly dependent upon the achievement of pre-negotiated
project milestones.
A full-text copy of the press release is available for free at:
https://is.gd/qQhpLd
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited and its
subsidiaries -- http://www.quotientbd.com/-- are engaged in the
development, manufacture and sale of products for the global
transfusion diagnostics market. Products manufactured by the Group
are sold to hospitals, blood banking operations and other
diagnostics companies worldwide.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016.
As of Dec. 31, 2017, Quotient Limited had US$137.78 million in
total assets, US$133.96 million in total liabilities and US$3.82
million in total shareholders' equity.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
RAND LOGISITICS: Disclosure Statement Hearing Slated for Feb. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Feb. 27, 2018, at 2:30 p.m. (Eastern Time) before the
Hon. Brendan L. Shannon in Courtroom 1, 824 North Market Street,
6th Floor in Wilmington, Delaware, to consider the adequacy of the
disclosure statement explaining the prepackaged Chapter 11 plan of
reorganization of Rand Logistics Inc. and its debtor-affiliates.
Objections to the approval of the Debtors' disclosure statement, if
any, must be filed no later than 4:00 p.m. (Eastern Time) on Feb.
20, 2018.
Class 5 - General Unsecured Claims are unimpaired and holders are
expected to recover 100% of their allowed claims. Except to the
extent that a holder of an Allowed General Unsecured Claim agrees
to a less favorable treatment, in full satisfaction, settlement,
release, and discharge of, and in exchange for such Allowed General
Unsecured Claim, each holder of an Allowed General Unsecured Claim
shall, to the extent such holder’s Allowed General Unsecured
Claim has not been previously paid in the ordinary course of
business pursuant to an order of the Bankruptcy Court or otherwise,
at the option of the Debtors, with the consent of Lightship: (i) if
such Allowed General Unsecured Claim is due and payable on or
before the Effective Date, receive payment in full, in Cash, of the
unpaid portion of its Allowed General Unsecured Claim on the
Effective Date; (ii) if such Allowed General Unsecured Claim is not
due and payable before the Effective Date, be Reinstated; or (iii)
receive treatment that otherwise renders the holder of such Allowed
General Unsecured Claim Unimpaired.
Class 4 - Second Lien Claims are impaired and holders are expected
to recover 37% of their allowed claims. The Second Lien Claims
will be deemed Allowed in an amount consistent with the terms of
the Second Lien Credit Agreement and either (x) agreed to by the
First Lien Agent, the Second Lien Agent, and the Debtors or (y)
otherwise ordered by the Bankruptcy Court on or before the
Confirmation Hearing. On the Effective Date, each holder of an
Allowed Second Lien Claim shall, in full satisfaction, settlement,
release, and discharge of, and in exchange for such Allowed Second
Lien Claim, receive its Pro Rata share of 100% of the New Common
Stock, subject to dilution on account of the Equity Incentive
Program. Notwithstanding anything to the contrary herein, the
distribution of New Common Stock to Lightship, as a holder of
Second Lien Claims, will be made to an affiliate of Lightship
formed to maintain the Debtors’ compliance with the Jones Act
following such distribution.
Rand has been involved in discussions with its lender under the
Term Loan Credit Agreement, dated as of March 11, 2014, by and
among Lower Lakes Towing Ltd., Lower Lakes Transportation Company,
Grand River Navigation Company, Inc. and Black Creek Shipping
Company, Inc., as borrowers, Rand LL Holdings Corp., Rand Finance
Corp., Black Creek Shipping Holding Company, Inc. and Rand, as
guarantors, Guggenheim Corporate Funding, LLC, as Second Lien
Agent, and the lenders party thereto -- Second Lien Credit
Agreement -- with respect to a potential restructuring transaction
involving Rand and its direct and indirect subsidiaries.
On November 17, 2017, the Company entered into a restructuring
support agreement Lightship, the holder of all of the indebtedness
outstanding under the Second Lien Credit Agreement. The RSA sets
forth the material terms of a comprehensive restructuring of the
Company through a pre-packaged chapter 11 plan.
The RSA contemplated that the Company will file for chapter 11
bankruptcy in Delaware by December 19, 2017, to implement the Plan
in accordance with the term sheet annexed to the RSA.
On November 21, Rand said AIP has agreed to acquire the Company.
AIP is a New York-based private equity firm with over $4.0 billion
of assets under management that focuses on buying, improving and
growing industrial businesses in the U.S. and Canada.
Pursuant to the terms of the RSA and the Term Sheet, holders of
claims and interests will receive the following treatment under the
proposed Plan:
* All of the Second Lien Lender's claims will be cancelled
in exchange for 100% of the new common stock to be issued
by the reorganized Company, subject to dilution for an
equity incentive plan for management and directors.
* All unsecured claims, including the claims of the
Company's vendors and trade creditors, will be paid in
cash in full or reinstated.
* Existing common and preferred shareholders of Rand will
have their equity interests cancelled without receiving
any recovery or consideration and will cease to have an
ownership or financial interest in the reorganized
Company.
* Assuming the holders of claims arising on account of the
Company's existing revolving credit facility -- First Lien
Credit Agreement -- vote to accept the Plan and, along
with the agent under the First Lien Credit Agreement,
execute joinders making them parties to the RSA, the
claims of the First Lien Lenders will be modified and
extended on terms to be agreed upon by the Company, the
First Lien Lenders and the Second Lien Lenders and will
otherwise be unimpaired.
Bank of America, N.A., is the First Lien Agent.
A full-text copy of the Prepackaged Plan is available at:
http://bankrupt.com/misc/deb18-10175-14.pdf
About Rand Logistics
Jersey City, New Jersey-based Rand Logistics, Inc. --
http://www.randlogisticsinc.com-- provides bulk freight shipping
services throughout the Great Lakes Region.
The Company together with its affiliates filed for Chapter 11
bankruptcy protection on Jan. 29, 2018 (Bankr. Del. Lead Case No.
18-10175).
David B. Stratton, Esq., David M. Fournier, Esq., and Evelyn J.
Meltzer, Esq., of Pepper Hamilton LLP, Hercules Plaza, Suite 5100,
1313 Market Street, P.O. Box 1709, Wilmington, Delaware, represent
the Debtors in their Chapter 11 cases. Meredith A. Lahaie, Esq.,
Alexis Freeman, Esq., and Zach Lanier, Esq., of Akin Gump Strauss
Hauer & Feld LLP, One Bryant Park in New York, New York, represent
the Debtors as their general bankruptcy counsel.
Akin Gump Strauss Hauer & Feld LLP represents the Company, and the
Company is being advised by Stifel Financial and its subsidiary
Miller Buckfire & Co., LLC. White & Case LLP represents AIP, and
AIP is being advised by Houlihan Lokey Capital, Inc.
The Debtors proposed Kurtzman Carson Consultants as their noticing,
balloting and claims agent.
As of Sept. 30, 2017, Rand listed $275,718,000 in total assets
against $260,389,000 in total liabilities and $15,329,000.
RAND LOGISTICS: Wants to Obtain $25M Financing From Lightship
-------------------------------------------------------------
Rand Logistics, Inc., and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to obtain up
to $25 million of financing from Lightship Capital LLC.
The DIP Lender will provide the borrower with access to the full
$25 million upon entry of the interim court order through the
termination date, with $10 million to be funded immediately.
All proceeds of the DIP Loans will be used only for working capital
and other general corporate purposes of the Loan Parties and their
respective subsidiaries in accordance with, and subject to the
limitations set forth in, the budget and the DIP court order.
Prior to the Outside Plan Consummation Date, the interest rate is
6.00% per annum payable-in-kind and on and after the outside plan
consummation date, interest rate is 12.00% per annum payable in
cash.
The default rate is the applicable interest rate plus 2.00% per
annum, and with respect to any other overdue amount (including
overdue interest), the interest rate applicable to the DIP Loans
plus 2.00% per annum.
If the Plan is not consummated on or prior to March 16, 2018, the
borrower will pay a fee equal to $500,000, which will be paid in
kind in arrears by being added to the principal balance of the DIP
Loans.
The Prepetition Second Lien Agent (on behalf of the Prepetition
Second Lien Secured Parties) will receive from the Debtors, upon
entry of the Interim Order, immediate cash payment of all legal and
advisory fees and expenses owing to the Prepetition Second Lien
Agent and the Prepetition Second Lien Secured Parties under the
Prepetition Second Lien Documents, whether the amounts were
incurred prior to, on or after the Petition Date.
Upon entry of the Interim Order, the Debtors will pay all legal and
advisory fees owing to the Prepetition First Lien Agent and the
Prepetition First Lien Secured Parties under the Prepetition First
Lien Documents, whether such amounts were incurred prior to, on or
after the Petition Date.
Thereafter, the Debtors will pay (i) all accrued and unpaid
interest owed under the Prepetition First Lien Credit Agreement in
accordance with the terms of the Prepetition First Lien Credit
Agreement (through March 16, 2018) and (ii) all reasonable and
documented professional and advisory fees, costs and expenses of
the Prepetition First Lien Agent (through March 16, 2018), the
Prepetition Second Lien Agent and the DIP Lender within five
business days of presentment of reasonably detailed statements
(redacted if necessary for privileged, confidential or otherwise
sensitive information) to the Office of the U.S. Trustee and the
Debtors, unless an objection is raised prior to five business day
period.
The maturity date will be the 90th day after the Petition Date (or
at a later date as the DIP Lender may approve in writing in its
sole discretion).
The Termination Date will mean the earliest to occur of (i) March
16, 2018 (or at a later date if agreed to by the DIP Lender in its
sole discretion) if the final court order has not been entered by
such date, (ii) the occurrence of an Event of Default, (iii) the
Maturity Date and (iv) the interim court order ceasing to be in
full force and effect for any reason.
The DIP Credit Agreement contains customary events of default,
including:
-- Nonpayment of principal when due, or any installment of
interest or other amount payable under the DIP Credit
Agreement within three business days of the date when due;
-- Breach of representations and warranties;
-- Noncompliance with covenants or other agreements under the
DIP Credit Agreement;
-- Customary bankruptcy-related defaults;
-- Occurrence of a Material Adverse Effect;
-- Any of the Chapter 11 cases will be dismissed, converted
to a case under Chapter 7 of the U.S. Bankruptcy Code or
an examiner with expanded powers or a trustee are
appointed;
-- Any debtor-in-possession financing is entered into by any
Debtor other than the DIP Facility or any Debtor seeks
authorization from the Court to enter into facility
without the prior written consent of the DIP Lender; and
-- Any Loan Party, or any of their Affiliates, taking any
action that would reasonably be expected to frustrate the
confirmation of the Plan by the Outside Plan Consummation
Date, including, without limitation, withdrawing the Plan
or filing any other plan in the Chapter 11 cases without
the prior written consent of the DIP Lender.
The DIP Obligations will be secured by valid, binding, perfected,
continuing, enforceable and non-avoidable security interests and
liens, which DIP Liens shall be automatically perfected upon the
entry of the Interim Order without the need for any further action
by the DIP Lender or the borrower, including the filing of any
financing statements or the recording of any mortgages.
The DIP Collateral will (x) not include any assets or property of
the Non-Debtor Affiliates, (y) be subject to the limitation that no
more than 65% of the Canadian Equity will constitute DIP Collateral
and (z) not include causes of action for preferences, fraudulent
conveyances, and other avoidance power claims under Sections 544,
545, 547, 548, 550 and 553 of the Bankruptcy Code, but will, upon
entry of a final court order, include the proceeds of Avoidance
Actions.
The DIP Obligations will at all times constitute (without the need
to file a proof of claim or to take any further action or file any
further document or pleading with the Bankruptcy Court or another
court or governmental office) an allowed joint and several
superpriority administrative expense claim of the DIP Lender
against each of the Debtors' estates, with priority over any and
all other obligations, liabilities, and indebtedness of the
Debtors, whether now existing or hereafter arising or incurred, of
any kind whatsoever, but will in any event be subordinated to the
Carve-Out and the Prepetition First Lien Secured Obligations.
The Prepetition Second Lien Secured Parties will be entitled to
adequate protection of their interests in the Prepetition
Collateral as follows:
To the extent of, and in an amount equal to, the aggregate
diminution in value, replacement security interests in and liens
upon all Prepetition Collateral, which Second Lien Adequate
Protection Liens will be junior and subject to any Senior
Third Party Liens, the DIP Liens, the Prepetition First Liens and
the carve-out.
To the extent of the aggregate diminution in value, subject to the
payment of the carve-out, an allowed joint and several
superpriority administrative expense.
The Debtors to grant security interests, liens and super-priority
claims (including a super-priority administrative claim pursuant to
Section 364(c)(1) of the Bankruptcy Code, liens pursuant to
Sections 364(c)(2), (c)(3), and (d)(1) of the Bankruptcy Code) on
the DIP Collateral; provided, however, that the DIP Liens and
super-priority administrative claim will be subordinated to the
carve-out and the Prepetition First Lien Secured Obligations.
The use of DIP proceeds is subject to a customary budget. The
borrower will provide to the DIP Lender (i) rolling 13-week cash
flow projections and forecasts, in form and substance acceptable to
the DIP Lender, (A) prior to the Closing Date and (B) on an updated
basis by the third Business Day of every week, which will replace
the prior budget for all purposes, (ii) by 12:00 noon (New York
time) on the third business day of each week, a reconciliation of
actual receipts and disbursements, cash receipts, cash balance and
loan balance against the figures set forth in the Budget for (A)
the one-week period which ended on the immediately preceding Friday
and (B) the four-week period which ended on the immediately
preceding Friday, in each case, with written explanations of
material variances and (iii) such other information or documents
(financial or otherwise) with respect to the Loan Parties and their
Affiliates as the DIP Lender may reasonably request.
As additional covenants:
-- The Budget is subject to a 10.0% permitted variance for
each 4 week period;
-- unused expenditures will carry forward to successive 4-
week budget periods on a cumulative basis.
-- The Budget will be tested on cumulative basis for the 4-
week period then ended. The fees, costs and expenses owed
by the Loan Parties to the DIP Lender's professionals and
the professionals of the Prepetition Agents and the
Prepetition Lenders payable under the DIP Order shall not
be taken into account in connection with testing
compliance with the budget;
-- Any use by the Loan Parties of Cash Collateral or the cash
proceeds of Prepetition Collateral will be taken account
in connection with measuring compliance with the Budget.
In addition, the DIP Credit Agreement requires compliance
with affirmative and negative covenants that are usual and
customary for DIP financings.
The Debtors say they were unable to obtain alternative financing on
terms more favorable than those set forth in the DIP Facility.
Through the debtor-in-possession financing facility sought, the
Debtors will have access to the necessary funding to continue their
operations and fund these Chapter 11 cases to effectuate the
restructuring, including providing the liquidity necessary to fund
the administrative costs of these Chapter 11 cases, minimize
disruptions to the business, and to pay, among others, critical
vendors, suppliers and customers in the ordinary course.
Importantly, the DIP Facility is being provided to the Debtors on a
junior basis and will be subordinated to the liens and claims of
the Debtors' Prepetition First Lien Secured Parties. This will
allow the Debtors to move expeditiously through the Chapter 11
Cases and avoid a priming fight.
The DIP Facility is being provided by the sole lender under the
Debtors' Prepetition Second Lien Facility, Lightship Capital LLC.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/deb18-10175-17.pdf
About Rand Logistics
Headquartered in Jersey City, New Jersey, Rand Logistics, Inc. --
http://www.randlogisticsinc.com-- provides bulk freight shipping
services in the Great Lakes region. Through its subsidiaries, the
Company operates a fleet of ten self-unloading bulk carriers,
including eight River Class vessels and one River Class integrated
tug/barge unit, and three conventional bulk carriers, of which one
is operated under a contract of affreightment. The Company's
vessels operate under the U.S. Jones Act -- which dictates that
only ships that are built, crewed and owned by U.S. citizens can
operate between U.S. ports -- and the Canada Marine Act -- which
requires Canadian commissioned ships to operate between Canadian
ports. Headquartered in Jersey City, New Jersey, Rand Logistics
was formed in 2006 through the acquisition of the outstanding
shares of capital stock of Lower Lakes Towing Ltd. Common shares
of Rand Logistics trade on the NASDAQ Capital Market under the
symbol RLOG.
Rand Logistics, Inc. (Bankr. Case No. 18-10175), and its affiliates
Lower Lakes Transportation Company (Bankr. Case No. 18-10176),
Grand River Navigation Company, Inc. (Bankr. Case No. 18-10177),
Black Creek Shipping Company, Inc. (Bankr. Case No. 18-10178), Rand
LL Holdings Corp. (Bankr. Case No. 18-10179), Rand Finance Corp.
(Bankr. Case No. 18-10180), and Black Creek Shipping Holding
Company, Inc. (Bankr. Case No. 18-10181) simultaneously filed
voluntary Chapter 11 petitions on Jan. 29, 2018. The petitions
were signed by Mark S. Hiltwein, chief financial officer.
Rand Logistics, Inc., is the lead case.
David B. Stratton, Esq., David M. Fournier, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamilton LLP serve as the Debtors'
Delaware bankruptcy counsel.
Meredith A. Lahaie, Esq., Alexis Freeman, Esq., and Zach Lanier,
Esq., at Akin Gump Strauss Hauer & Feld LLP serves as the Debtors'
general bankruptcy counsel.
Conway Mackenzie, Inc., is the Debtors' turnaround managers.
Miller Buckfire & Co. LLC serves as the Debtors' investment banker
and financial advisor.
Kurtzman Carson Consultants -- http://www.kccllc.net/rand-- is the
Debtors' noticing, balloting and claims agent.
The Debtors disclosed $268.9 million in total assets as of Nov. 30,
2017, and $258.5 millionin total debt as of Nov. 30, 2017.
REATA REAL ESTATE: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: REATA Real Estate Investments, LLC
pdba Southeastern Timberlands Co., LLC
131 Ocean Blvd West
Holden Beach, NC 28462
Business Description: REATA Real Estate Investments, LLC is a
privately held real estate company in Holden
Beach, North Carolina. The Company is
aN ffiliate of Bate Land & Timber, LLC,
which sought bankruptcy protection on
July 26, 2013 (Bankr. E.D.N.C. Case No. 13-
04665).
Chapter 11 Petition Date: February 7, 2018
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Wilmington Division)
Case No.: 18-00588
Judge: Hon. Stephani W. Humrickhouse
Debtor's Counsel: George M. Oliver, Esq.
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
PO Box 1548
New Bern, NC 28563
Tel: 252 633-1930
Fax: 252 633-1950
E-mail: efile@ofc-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brad Cheers, chief financial officer.
A full-text copy of the petition, along with a list of three
unsecured creditors, is available for free at:
http://bankrupt.com/misc/nceb18-00588.pdf
RENNOVA HEALTH: Will Acquire Tennova Healthcare Hospital
--------------------------------------------------------
Rennova Health, Inc., has entered into a definitive asset purchase
agreement to acquire an acute care hospital in Jamestown, Tenn.
The hospital known as Tennova Healthcare - Jamestown, and its
associated assets are being acquired from Community Health Systems,
Inc. (NYSE: CYH). The transaction is expected to close in the
second quarter of 2018, subject to customary regulatory approvals
and closing conditions.
Tennova Healthcare - Jamestown is a fully operational 85-bed
facility including a 24/7 emergency department, radiology
department, surgical center, and a wound care & hyperbaric center.
The purchase includes a 90,000 sq. ft. hospital building on
approximately 8 acres.
"This acquisition further demonstrates our commitment to expanding
Rennova's rural hospital model to provide necessary services to
patients while securing more predictable recurring revenues," said
Seamus Lagan, CEO of Rennova. "This hospital is approximately 38
miles (less than a one-hour drive) from our current hospital in
Oneida and will benefit by receiving patients from Oneida that
require operations and treatment not provided there. The synergy of
management and services in a close geographic location creates
numerous efficiencies for Rennova and will allow us to support a
greater number of health care providers and residents in the local
area."
A full-text copy of the Asset Purchase Agreement is available for
free at https://is.gd/qHNTHo
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers, delivering an efficient, effective patient experience
and superior clinical outcomes. Through an ever-expanding group of
strategic brands that work in unison to empower customers, the
Company is creating the next generation of healthcare. The company
is headquartered in West Palm Beach, Florida.
Rennova Health reported a net loss attributable to common
stockholders of $32.61 million on $5.24 million of net revenues for
the year ended Dec. 31, 2016, compared with a net loss attributable
to common stockholders of $37.58 million on $18.39 million of net
revenues for the year ended Dec. 31, 2015.
As of Sept. 30, 2017, Rennova had $6.36 million in total assets,
$25.15 million in total liabilities and a total stockholders'
deficit of $18.78 million.
Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies. Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
RESOLUTE ENERGY: Fir Tree Has 8.97% Stake as of Feb. 2
------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Fir Tree Capital Management LP reported that as of Feb.
2, 2018, it beneficially owns 2,027,237 shares of common stock of
Resolute Energy Corporation (including 101,585 shares of Common
Stock issuable upon conversion of 8 1/8% Series B Cumulative
Perpetual Convertible Preferred Stock), constituting 8.97 percent
of the shares outstanding.
Fir Tree is the investment manager to certain private-pooled
investment vehicles for which Fir Tree serves as the investment
manager, and has been granted investment discretion over portfolio
investments, including the Common Stock held by the Fir Tree
Funds.
Fir Tree acquired the Common Stock for investment purposes in the
ordinary course of business. The Reporting Person used a total of
approximately $42,977,424 to acquire the Common Stock and Series B
Preferred Stock convertible into Common Stock reported in this
Schedule 13D. The source of the funds used to acquire the shares
of Common Stock reported is the working capital of the Fir Tree
Funds.
A full-text copy of the regulatory filing is available at:
https://is.gd/gMIKIr
About Resolute Energy
Based in Denver, Colorado, Resolute Energy Corp. --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas. The Company's common stock is
traded on the NYSE under the ticker symbol "REN."
Resolute reported a net loss of $161.7 million in 2016, a net loss
of $742.3 million in 2015 and a net loss of $21.85 million in 2014.
The Company had $792.32 million in total assets, $866.08 million
in total liabilities and a total stockholders' deficit of $73.76
million as of Sept. 30, 2017.
RICK'S PATIO: Unsecured Creditors to be Paid Over 72 Months
-----------------------------------------------------------
Rick's Patio, Inc., asked the U.S. Bankruptcy Court for the Central
District of California to approve the disclosure statement
explaining its plan of reorganization as having "adequate
information" as the term is defined under Section 101(25) of the
Bankruptcy Code.
Under the Plan, Class 3 - General Unsecured Claims are impaired.
All claims within this class will be satisfied in full, with
interest at the federal judgment rate set per 28 U.S.C. Section
1961 on each unpaid balance starting from the Effective Date,
within 72 months of the Effective Date. Class 3 claims include the
claims of Fast Advanced Funding, LLC; Complete Business Solutions
Group, Inc.; Broadway Advance, LLC; Par Funding; Yellowstone
Capital West LLC; and Cap Call LLC, that had prepetition security
interests against the Debtor's assets junior to the positions of
Wells Fargo and First Home Bank. As the value of the Debtor's
assets is only sufficient to secure the senior positions of Wells
Fargo and First Home Bank, no other creditors will retain any
security interests in the Debtor's assets.
The funds for implementation of the Plan will come from the funds
held by the estate as of the entry of the Confirmation Order and
the ongoing operating profits of the Debtor's business operations.
A full-text copy of the Debtor's proposed Disclosure Statement
dated Dec. 26, 2017, is available at:
http://bankrupt.com/misc/cacb17-17137-82.pdf
About Rick's Patio, Inc.
Rick's Patio, Inc. -- https://spamax.com/ -- is a dealer of hot
tubs and new and refurbished spas in Corona, California. The
Company is a small business debtor as defined in 11 U.S.C. Section
101(51D). Rick's Patio, Inc. file a chapter 11 petition (Bankr.
C.D. Cal. Case No. 17-171) on August 25, 2017. The petition was
signed by Richard Joseph Colosimo, vice president.
The Hon. Mark D. Houle presides over the case. Robert B Rosenstein,
Esq., of Rosenstein & Associates represents the Debtor as
bankruptcy counsel. The Debtor hired Shafer & MacRae, CPA as its
bankruptcy accountant.
At the time of filing, the Debtor estimated $0 to $50,000 in assets
and $1 million to $10 million in liabilities.
ROBERT LAMPE: Court Confirms Third Amended Chapter 11 Plan
----------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas issued an order amending, approving, and
confirming the third amended combined disclosure statement and
Chapter 11 plan of reorganization of Robert Thomas Lampe, Mariah
Farms, Inc., and Whirlwind Farms, Inc.
KanCo Hay, LLC, David Walker, The Farmers Bank of Osborne, and
United States Trustee Samuel K. Crocker, filed objections to the
Debtors' Third Amended Combined Disclosure Statement and Plan.
According to the Lampe Certificate of Voting, the Chapter 11 Plan
filed in Bankruptcy Case No. 16-10621 was rejected by Class 16
containing $2,406,484.26 of Farmers Bank's secured claims in
Bankruptcy Case No. 16-10621; and by Class 17 containing all of the
general unsecured claims in Bankruptcy Case No. 16-10621 based upon
the vote of De Witt AG, LLC, to reject the Chapter 11 Plan with
regard to De Witt's general unsecured claims in the amount of
$14,363.95 included in Class 17, and the filing of Farmers Bank's
Objection with regard to Farmers Bank's general unsecured claims in
the amount of $103,990.60 included in Class 17.
According to the Mariah Certificate of Voting, the Chapter 11 Plan
filed in Bankruptcy Case No. 16-10622 was rejected by Class 16
containing $401,140.001 of Farmers Bank's secured claims in
Bankruptcy Case No. 16-10622 based upon the filing of Farmers
Bank's Objection; and by Class 17 containing all of the general
unsecured claims in Bankruptcy Case No. 16-10622 based upon vote of
Walker to reject the Chapter 11 Plan with regard to Walker's
general unsecured claims in the amount of $35,220.10 included in
Class 17; and the filing of Farmers Bank's Objection with regard to
Farmers Bank’s general unsecured claims in the amount of
$2,109,334.86 included in Class 17.
According to the Whirlwind Certificate of Voting, the Chapter 11
Plan filed in Bankruptcy Case No. 16-10623 was rejected was
rejected by Class 16 containing $349,743.00 of Farmers Bank's
secured claims in Bankruptcy Case No. 16-10623 based upon the
filing of Farmers Bank's Objection; and by Class 17 containing all
of the general unsecured claims in Bankruptcy Case No. 16-10623
based upon the vote of KanCo to reject the Chapter 11 Plan with
regard to KanCo's general unsecured claims in the amount of
$76,771.80 included in Class 17; the vote of De Witt to reject the
Chapter 11 Plan with regard to De Witt's general unsecured claims
in the amount of $10,225.86 included in Class 17; and the filing of
Farmers Bank's Objection with regard to Farmers Bank's general
unsecured claims in the amount of $2,160,731.86 included in Class
17.
Thereafter, Lampe, Mariah, Whirlwind, Farmers Bank, De Witt,
Walker, KanCo, and the United States Trustee, and each of them,
announced to the Court that they have come to agreements to resolve
all of the issues between and among them and the Debtors agreed to
amend the Disclosure Statement to reflect the agreements.
In light of the withdrawals of objections, and in light of the
changes to the ballots cast in the bankruptcy cases by De Witt,
Walker, and KanCo to vote for acceptance of the Chapter 11 Plan, as
amended by this order, no objections remain to the final approval
of the Disclosure Statement, as amended by this order, and the
Court, accordingly, approved the Disclosure Statement and confirmed
the Plan.
A full-text copy of Judge Nugent's Order dated Dec. 27 is available
at:
http://bankrupt.com/misc/ksb16-10623-75.pdf
About Robert Thomas Lampe
Robert Thomas Lampe is the sole officer, director, and stockholder
of Mariah Farms Inc. and Whirlwind Farms Inc., which produce crops
and livestock near Kendall, Kansas.
Robert Thomas Lampe and his companies sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos.
16-10621 to 16-10623) on April 12, 2016. On June 9, 2016, the
court ordered the joint administration of the cases.
At the time of the filing, both companies estimated their assets
and liabilities at $1 million to $10 million.
A committee of unsecured creditors was appointed on October 25,
2016.
On Nov. 21, 2016, the Debtors filed a combined disclosure statement
and Chapter 11 plan of reorganization.
ROBINSON PREMIUM: Feb. 26 Second Plan Confirmation Hearing
----------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas issued an order approving Robinson Premium Beef,
LLC's second disclosure statement dated Jan. 5, 2018, in connection
with its second plan of reorganization.
Feb. 20, 2018, at 4:00 p.m., is fixed as the last day for filing
and serving written acceptances or rejections of the Second Plan.
Feb. 26, 2018, at 2:30 p.m., is fixed for the hearing on
Confirmation of the Second Plan. The confirmation hearing will be
held before the Honorable Robert L. Jones, United States Bankruptcy
Judge, at the United States Bankruptcy Court, George Mahon Federal
Building, 1205 Texas Avenue, Room 314, Lubbock, Texas 79401-4002.
Feb. 19, 2018, at 5:00 p.m. is fixed as the last day for filing and
serving written objections to the Second Plan.
The Troubled Company Reporter previously reported that the Second
Plan provides for the creation of a Successor Holding Company and
the addition of San Angelo Agricultural Services, LLC "SAAS" as a
sister entity to the Debtor.
The Reorganized Debtor and SAAS will operate independently of each
other, each relying on their own respective operations income and
bearing in mind each entity's operational obligations and
requirements. With regard to proper distributions of operating
income upstream to the Successor Holding Company, the Reorganized
Debtor must prudently and properly address its Second Plan based
debt structure before any distribution can be made to the Successor
Holding Company.
A full-text copy of the Second Disclosure Statement is available
at:
http://bankrupt.com/misc/txnb16-60092-11-282.pdf
About Robinson Premium
Robinson Premium Beef, LLC, was formed as a Texas limited liability
company on Aug. 23, 2013 with the functional intention to acquire
the former operating, but then idled assets of San Angelo Packing
and Four S Foods Holding (two slaughterhouse facilities with
surrounding acreage [either owned or under long term lease] to
address cattle (the Main Processing Facility) and calves, goats and
sheep (Ancillary Processing Facility) as well as various meat
processing lines) along with significant farm acreage (Farm
Facility owned by the Decedent's Estate of Jimmy Stokes) that was
utilized when the Main and Ancillary Facilities were previously
operating.
Robinson Premium Beef, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Tex. Case No. 16-60092) on Sept. 2, 2016. The
petition was signed by Jeremy Robinson, Manager. At the time of
filing, the Debtor estimated $10 million to $50 million in assets
and liabilities.
The Debtor tapped Edwin Paul Keiffer, Esq., in Dallas, Texas, as
counsel; and Barg & Henson, PC as accountants.
ROCKY MOUNTAIN: Files 4th Amendment to 250M Shares Prospectus
-------------------------------------------------------------
Rocky Mountain High Brands, Inc., has filed with the Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the resale of up to 250,000,000 shares of its common
stock to be offered by the selling stockholder, GHS Investments,
LLC. These 250,000,000 shares of common stock consist of up to
250,000,000 shares of common stock issuable to GHS under the terms
of an Equity Financing Agreement dated Oct. 12, 2017.
The Company's registration of the shares of common stock covered by
this prospectus does not mean that the selling stockholder will
offer or sell any of such shares of common stock. The selling
stockholder may sell the shares of common stock covered by this
prospectus in a number of different ways and at varying prices.
GHS is an underwriter within the meaning of the Securities Act of
1933, and any broker-dealers or agents that are involved in selling
the shares may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933 in connection with such sales. In such
event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the
Securities Act of 1933. We will bear all costs, expenses and fees
in connection with the registration of the common stock. The
selling stockholder will bear all commissions and discounts, if
any, attributable to its sales of our common stock.
Rocky Mountain's common stock is quoted on the OTCQB tier of the
electronic over-the-counter marketplace operated by OTC Markets
Group, Inc. On Feb. 2, 2018, the last reported sales price for the
Company's common stock was $0.0158 per share.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/Cj9mqU
About Rocky Mountain
Dallas, Texas-based Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB)
is a consumer goods brand development company specializing in
developing, manufacturing, marketing, and distributing hemp-infused
food and beverage products and spring water. The Company currently
markets a lineup of five hemp-infused beverages. RMHB is also
researching the development of a lineup of products containing
Cannabidiol (CBD). The Company's intention is to be on the cutting
edge of the use of CBD in consumer products while complying with
all state and federal laws and regulations.
Rocky Mountain reported a net loss of $9.27 million for the year
ended June 30, 2017, following net income of $2.32 million for the
year ended June 30, 2016. As of Sept. 30, 2017, Rocky Mountain had
$1.04 million in total assets, $7.49 million in total liabilities,
all current, and a total shareholders' deficit of $6.44 million.
Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended June 30, 2017, noting that the
Company has a shareholders' deficit of $7.30 million, an
accumulated deficit of $26.15 million at June 30, 2017, and has
generated operating losses since inception. These factors, among
others, raise substantial doubt about the ability of the Company to
continue as a going concern.
ROLLING HILLS: Hires Nipe Accounting as Accountant
--------------------------------------------------
Rolling Hills Farm Investments, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Dakota to employ Nipe
Accounting & Consulting, Prof LLC, as accountant to the Debtor.
Rolling Hills requires Nipe Accounting to:
a. review in-house financial statements and make adjusting
entries and
b. prepare federal income tax returns for the debtor-in-
possession.
Nipe Accounting will be paid at the hourly rate of $105.
Nipe Accounting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Carrie Roache Nipe, a partner at Nipe Accounting & Consulting,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Nipe Accounting can be reached at:
Carrie Roache Nipe
NIPE ACCOUNTING & CONSULTING, PROF LLC
121 South Egan Avenue
Madison, SD 57042
Tel: (605) 256-3575
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. In the
petition signed by Brian E. Holcomb, president, 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.
SAEXPLORATION HOLDINGS: Whitebox Has 25.5% Stake as of Jan. 29
--------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these reporting persons reported beneficial ownership
of shares of common stock of SAExploration Holdings, Inc., as of
Jan. 29, 2018:
Shares Percentage
Beneficially of
Reporting Persons Owned Shares
----------------- ------------ ------------
Whitebox Advisors LLC 2,609,039 25.49%
Whitebox General Partner LLC 2,609,039 25.49%
Whitebox Multi-Strategy Partners, LP 1,582,395 15.46%
Whitebox Credit Partners, LP 510,491 4.99%
The percent of class is calculated based on 10,236,855 shares of
Common Stock issued and outstanding as of Jan. 29, 2018 based on
information from the Issuer and other publicly available
information.
The principal business address for each of WA and WB GP is 3033
Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416.
The principal business address of WMP is c/o Estera Corporate
Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190,
Road Town, Tortola, British Virgin Islands VG1110.
The principal business address of WCP is c/o Estera Corporate
Services (BVI) Limited, Jayla Place, Wickhams Cay 1, PO Box 3190,
Road Town, Tortola, British Virgin Islands VG1110.
WA manages and advises private investment funds, including WMP and
WCP. WB GP serves as general partner of private investment funds,
including WMP and WCP. The principal business of WMP and WCP is
investments.
A full-text copy of the regulatory filing is available at:
https://is.gd/Rqijpf
About SAExploration Holdings
Based in Houston, Texas, SAExploration Holdings, Inc. --
http://www.saexploration.com/-- is an internationally-focused
oilfield services company offering a full range of
vertically-integrated seismic data acquisition and logistical
support services in remote and complex environments throughout
Alaska, Canada, South America, Southeast Asia and West Africa.
SAExploration reported a net loss attributable to the Company of
$25.03 million for the year ended Dec. 31, 2016, a net loss
attributable to the Company of $9.87 million for the year ended
Dec. 31, 2015, and a net loss attributable to the Company of $41.75
million for the year Dec. 31, 2014. The Company's balance sheet at
Sept. 30, 2017, showed $158.6 million in total assets, $143.3
million in total liabilities and $15.28 million in total
stockholders' equity.
* * *
In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same
time, S&P lowered the issue-level rating on the company's senior
secured notes to 'CC' from 'CCC-'. The outlook remains negative.
The downgrade follows SAExploration's announcement that it plans to
launch an exchange offer to existing holders of its 10% senior
secured notes for shares of common equity and a new issue of
second-lien notes. Following the rating action, S&P withdrew the
corporate credit and issue-level ratings at the company's request.
Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate
Family Rating and other ratings. Moody's withdrew the rating for
its own business reasons, as reported by the TCR on Sept. 13, 2016.
SANDY CREEK: Bank Debt Trades at 17.83% Off
-------------------------------------------
Participations in a syndicated loan under which Sandy Creek Energy
Associates is a borrower traded in the secondary market at 82.17
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.2 percentage points from the
previous week. Sandy Creek pays 400 basis points above LIBOR to
borrow under the $1.025 billion facility. The bank loan matures on
November 6, 2020. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 26.
SEADRILL LTD: Bank Debt Trades at 15.6% Off
-------------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 84.40
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.38 percentage points from the
previous week. Seadrill Ltd pays 300 basis points above LIBOR to
borrow under the $1.1 billion facility. The bank loan matures on
February 21, 2021. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 26.
SERTA SIMMONS: Bank Debt Trades at 2.93% Off
--------------------------------------------
Participations in a syndicated loan under which Serta Simmons
Bedding LLC is a borrower traded in the secondary market at 97.07
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.85 percentage points from the
previous week. Serta Simmons Bedding LLC pays 350 basis points
above LIBOR to borrow under the $1.950 billion facility. The bank
loan matures on November 8, 2023. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 26.
SHERIDAN INVESTMENT: Bank Debt Trades at 17.17% Off
---------------------------------------------------
Participations in a syndicated loan under which Sheridan Investment
Partners I LLC is a borrower traded in the secondary market at
82.83 cents-on-the-dollar during the week ended Friday, January 26,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.84 percentage points from
the previous week. Sheridan Investment pays 350 basis points above
LIBOR to borrow under the $741 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 26.
SHIRAZ HOLDINGS: Unsecureds to Get Payment Over 5 Years Under Plan
------------------------------------------------------------------
Each holder of an Allowed General Unsecured Claim against Shiraz
Holdings, LLC, will receive either: (1) on a pro-rata basis, total
distributions in an amount equal to the value of the unencumbered
estate property available for distribution to general unsecured
creditors after payment of all priority, administrative and senior
claimants paid annually over a period of five years on the
Distribution Dates; or (2) other treatment as may be consensually
agreed to by Debtor and the holder of an Allowed General Unsecured
Claim, according to the disclosure statement explaining the
Debtor's Chapter 11 plan of reorganization.
The Available Value consists of, among other things, anticipated
net proceeds from the sale of the Hurricane Property, net proceeds
from the sale of Iris Property, and other assets available for
distribution to general unsecured creditors.
Debtor will fund payments to be made under the Plan through the
following: (1) cash on hand on the Effective Date; (2) exit
financing, if necessary; (3) cash generated by Debtor in the
ordinary course of business on and after the Effective Date; and/or
(4) contribution from equity, New Value.
A full-text copy of the Disclosure Statement dated Dec. 23, 2017,
is available at:
http://bankrupt.com/misc/flsb17-17968-133.pdf
About Shiraz Holdings
Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017.
The petition was signed by Jordan A. Satary, managing member. In
its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities.
The Hon. Paul G. Hyman, Jr. presides over the case.
Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy
counsel to the Debtor.
On Sept. 13, 2017, the Court appointed Fadi Elkhatib and Ten-X,
LLC, as real estate broker.
SKY-SKAN INC: Court Approves Use of Cash Collateral Until April 6
-----------------------------------------------------------------
The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire gave its approval for Sky-Skan Inc., to
continue using cash collateral for the period beginning Feb. 3,
2018 through April 6, 2018. The Court also ordered the Debtor to
use cash collateral in accordance with the revised budget in the
maximum amount of $2,045,514.
As reported in the Troubled Company Reporter on Jan. 25, 2018, the
Debtor had originally requested to use cash collateral through May
4, 2018. The Debtor intended to use cash collateral to pay costs
and expenses.
As of the Petition Date, the Debtor had alleged that: (a) the
Internal Revenue Service had a perfected lien against the Debtor's
inventory and accounts receivable in the amount of $679,815; and
(b) Coastal Capital LLC had a perfected lien against all assets of
the Debtor in an amount greater than $800,000.
As adequate protection, IRS and Costal are hereby granted
continuing, valid, binding, enforceable and automatically perfected
liens on the Debtor’s property acquired post-petition, excluding
so-called Chapter 5 Claims, which liens shall attach only to the
same types of property and with the same validity, extent and
priority as to which their respective liens existed prior to the
Petition Date, notwithstanding the provisions of section 552 of the
Bankruptcy Code.
Additional provisions set by the Court relative to adequate
protection include, among others:
a. the IRS having access to and the right to inspect the
Debtor’s assets and properties during normal business hours;
b. upon reasonable notice, the Debtor will allow the IRS to
inspect, review and copy any financial records of the Debtor. These
records will be made available at the Debtor's place of business;
c. beginning February 2018, the Debtor will pay into escrow at
the Tamposi Law Group the monthly sum of $14,054, with payments to
be made on the 15th day of each month and the first payment due on
Feb. 15, 2018.
A full-text copy of the Order and Revised Budget is available at:
http://bankrupt.com/misc/SkySkanMotionCC.pdf
The Court has ordered the Debtor to file an application to continue
using cash collateral on or before March 21, 2018. Objections to
this application should be filed on or before March 28, 2018. The
Court will hold a hearing on this motion at 1:30 p.m. on April 4,
2018.
About Sky-Skan Inc
Sky-Skan, Inc., was founded in 1967 as a company dedicated solely
to the development and manufacture of specialized devices for
depicting dynamic visualizations of astronomical and meteorological
phenomena on planetarium domes in museums, schools, and
universities. The company has since grown to become a provider of
digital full dome science visualization, theater control, and show
programming systems for hundreds of planetariums on six continents,
serving hundreds of clients in the niche field of immersive science
interpretation and education. From the initial planning stage to
staff training and ongoing support, Sky-Skan provides all services
required by the most advanced digital full dome planetariums and
visualization theaters.
Sky-Skan, based in Nashua, New Hampshire, filed a Chapter 11
petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the
petition signed by Steven T. Savage, its president, the Debtor
estimated less than $50,000 in assets and $1 million to $10 million
in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group,
P.C., serves as bankruptcy counsel to the Debtor. SquareTail
Advisors, LLC, is the Debtor's financial advisor.
SOUTHCROSS ENERGY: Explains Benefits of Proposed AMID Merger
------------------------------------------------------------
Southcross Energy Partners, L.P., furnished to the Securities and
Exchange Commission a copy of an investor presentation discussing
its proposed merger with American Midstream Partners, LP.
Southcross Energy had signed an agreement with AMID whereby AMID
has proposed to merge Southcross Energy into a wholly owned
subsidiary of AMID and that Southcross Holdings, LP has entered
into a separate agreement with AMID whereby AMID will acquire
certain assets of Southcross Holdings.
The Company said that benefits of AMID combination include, among
others:
* Unitholders will have the ownership in a combined entity
with a strong balance sheet, capable of pursuing
significantly larger growth opportunities, and participating
in increased quality of diversification of the assets and
operations of the combined entity
* Southcross Energy unitholders will benefit from the combined
companies' increased scale in a high-growth basin
* AMID's conservative financial profile offers greater
financial flexibility and opportunities for growth
On Oct. 31, 2017, the SXE GP and the Holdings GP Boards voted to
approve the Merger Agreement and Contribution Agreement.
The presentation is available for free at https://is.gd/G3gSzf
About Southcross Energy Partners
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGL. Its assets are located in South
Texas, Mississippi and Alabama and include two gas processing
plants, one fractionation plant and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Southcross Energy reported a net loss of $94.94 million for the
year ended Dec. 31, 2016, following a net loss of $55.49 million
for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Southcross
Energy had $1.11 billion in total assets, $596.78 million in total
liabilities and $516.72 million in total partners' capital.
* * *
As reported by the TCR on Feb. 28, 2017, S&P Global Ratings said
that it affirmed its 'CCC+' corporate credit and senior secured
issue-level ratings on Southcross Energy Partners L.P. The outlook
is stable. The rating action reflects S&P's view that the recent
credit agreement amendment limits the likelihood of a default in
the next two years as the partnership will have an improved
liquidity position and need no longer adhere to its leverage
covenants.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy's Corporate Family Rating to 'Caa1'
from 'B2'. Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
Moody's expectation of continued high leverage and challenging
industry conditions into 2017.
SOUTHWORTH CO: To Auction Off Building After Buyer Backs Out
------------------------------------------------------------
Christie Wisniewski, writing for Greenfield Recorder, reports that
SBD Greentech, the proposed buyer for the former Southworth Paper
Mill building has backed out, and Southworth plans to sell the
building in a public auction instead, Southworth said in bankruptcy
court papers filed this week.
According to the report, SBD Greentech informed Southworth on Jan.
16 that it no longer intends to purchase the mill. SBD Greentech
had proposed to pay $4 million for the mill. That sale would have
included the building along with equipment and the federal license
to generate hydropower at the site, the report notes.
The Recorder, citing bankruptcy court documents, notes that the
sale of the building and its assets are essential to Southworth
paying back the $275,000 it currently owes the town of Montague in
unpaid taxes and fees. Southworth intends to hire Aaron Posnik &
Co. Inc. to conduct the auction, which will occur around March 31.
Southworth estimates that by the time the auction is over, it will
owe the town of Montague $300,000.
Southworth won Court approval in December to sell to SBD
Greentech.
A hearing in Bankruptcy Court is scheduled for Feb. 15 in
Springfield, the report adds.
About Southworth Company
Southworth Company is a privately owned Massachusetts Corporation
organized in 1839 and headquartered in Agawam, Massachusetts.
Southworth 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.
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 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.
SPRUHA SHAH: May Use Cash Collateral Through Feb. 28
----------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois entered a seventh interim order
authorizing Spruha Shah, LCC, and its debtor-affiliates to use the
cash collateral of MB Financial Bank through and including Feb. 28,
2018.
The Court will hold another hearing Feb. 25, 2018, at 10:00 a.m.,
regarding the Debtors' further use of cash collateral.
As reported in the Troubled Company Reporter on Dec. 7, 2017, the
Court had given its sixth interim order authorizing the Debtors to
use cash collateral over the objection of MB Financial.
MB Financial has continued to object on the use of cash collateral
but the Court declared that at this time MB's security interest is
adequately protected by virtue of an equity cushion as the value of
the Debtors' assets exceeds the secured claims against the same,
although the extent of that equity cushion remains to be determined
and MB reserves the right to present evidence to demonstrate that
the prepetition debt due MB exceeds the value of MB’s interests
in the Debtors' assets.
Judge Thorne held that the Debtors are authorized to use cash
collateral conditioned on these terms and conditions:
(a) Spruha Shah, LLC, must make $11,034 adequate protection
payments, of which $4,571 are to be deposited into escrow for the
payment of real estate taxes, on or before Feb. 15, 2018;
(b) Sneh and Sahil Enterprises, Inc. must make $2,100 adequate
protection payment to MB Financial on or before Feb. 15, 2018;
(c) MB Financial is granted post-petition replacement liens in
the Debtors' property to the extent that the value of their
prepetition cash-collateral diminishes postpetition.
(d) The Debtors are authorized to pay from the funds in their
Debtor-in-Possession operating accounts only: (i) those types of
expenditures specified in the Budgets for the applicable periods
set forth in the Budget and (ii) in the amounts set forth for each
line item expenditure in the Budget. The Budget provides total
expenditures of approximately $72,834 for the month of February
2018.
(e) The Debtors will not use, sell or otherwise dispose of any
of Debtors' assets, except in the ordinary course of their
business, without further order of the Court;
(f) The Debtors agree not to incur any further indebtedness
other than in the ordinary course of business, grant or provide
liens, or guaranty other obligations, without the prior written
consent of MB Financial and the Court;
(g) The Debtors will not make any cash payments for labor and
will make all payroll withholding payments or provide for 1099
reporting of any amounts paid to non-regular employees or
independent contractors;
(h) The Debtors will maintain all insurance coverage
requirements pursuant to the provisions of its existing agreements
with MB Financial, including maintaining MB as loss payee under
Debtors' property insurance policy on the Premises, and will
promptly provide MB with a certificate of insurance upon request;
(i) The Debtors will properly maintain the Premises in good
repair and properly manage such Premises; and
(j) The Debtor will permit MB Financial to inspect, upon
reasonable notice, Debtors' books and records.
A copy of the Seventh Interim Order and Approved Budget is
available at:
http://bankrupt.com/misc/SpruhaShahOrder.pdf
About Spruha Shah
Sneh and Sahil Enterprises, Inc. -- http://www.arlingtonrental.com/
-- does business under two assumed names, as follows: (a) Arlington
Rental, which rents out party equipment and supplies, like tents,
portable dance floors, tables chairs and other catering needs, and
(b) R Lederleitner Landscape, provides landscaping services. It
operates from a commercial property owned by Spruha Shah.
Spruha Shah, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), is the owner of the real property commonly
known as 500 S. Hicks Rd., Palatine, Illinois.
Spruha Shah, LLC, and Sneh and Sahil Enterprises filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-18858 and
17-18861) on June 22, 2017. The petitions were signed by Sanjay
Shah, managing member. The cases are jointly administered under
Spruha Shah's, with Judge Deborah L. Thorne presiding.
At the time of filing, the Debtors estimated assets and liabilities
ranging between $1 million to $10 million.
The Debtors are represented by Timothy C. Culbertson, Esq., at the
Law Offices of Timothy C. Culbertson.
STEARNS HOLDINGS: S&P Affirms 'B' ICR, Outlook Remains Negative
---------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' issuer credit rating on
Stearns Holdings LLC. The outlook remains negative.
At the same time, S&P affirmed its 'B' issue rating on Stearns'
senior secured notes.
The rating affirmation follows Stearns' announcement that the
company has entered into a definitive agreement to sell $225
million of its MSRs. As of Sept. 30, 2017, Stearns had $243 million
of MSRs, $247.3 million of senior secured notes, and $177.7 million
of adjusted total equity. The indenture on the senior secured notes
provides the company 360 days to use net proceeds to, among other
things: repay and permanently reduce commitments under
indebtedness; make certain acquisitions or investments; make
capital expenditures; and acquire other long-term assets that are
used or useful to the company's business. Management is exploring
the best application of proceeds.
S&P said, "Our base-case expectation is for Stearns to use proceeds
from its MSR sale to reduce corporate leverage or reinvest the
proceeds judiciously. The negative outlook on Stearns reflects the
company's weaker-than-expected earnings, rising leverage, and
funding risk because of recent covenant violations that required
waivers. We believe the company will likely continue to face
profitability challenges in 2018, although we expect debt to
adjusted tangible equity to remain below 2.0x.
"We could lower the rating if the company loses access to one or
more of its funding facilities, or if additional covenant waivers
occur and cause us to believe the funding structure of the company
is in jeopardy. Separately, we could lower the rating if debt to
adjusted tangible equity rises above 2.0x.
"An upgrade is unlikely over the next one to two years. We could
revise the outlook to stable if Stearns uses its proceeds from MSRs
to lower its leverage and we believe the risk of future covenant
failures on warehouse lines to be less likely."
STEPSTONE GROUP: S&P Assigns 'BB' Corp. Credit Rating
-----------------------------------------------------
S&P Global Ratings said it assigned its 'BB' issuer credit rating
on StepStone Group LP. The outlook is stable.
S&P said, "Our rating on StepStone primarily reflects the company's
good, albeit relatively short track-record, concentration in
private-equity strategies, visible cash-flow stream derived from
sizeable locked-in commitments, and relatively small scale compared
with other asset managers that we rate. Our ratings also
incorporate our expectation that leverage, measured by debt to
adjusted EBITDA, will be 3.0x-3.5x in the next 12 months.
"The stable outlook reflects our expectation that FPAUM will grow
at a double-digit pace during the next 12 months while investment
performance remains strong. In our base-case scenario, we expect
the company to issue debt in 2018, resulting in leverage levels
between 3.0x and 3.5x and interest coverage metrics slightly below
6.0x during the next 12 months.
"We could lower the ratings if leverage increases to 4.0x or more
as a result of further debt issuances or weaker cash flow
generation. We would also lower the ratings if the company
experiences significant underperformance or if the diversification
of the portfolio diminishes.
"We could raise the ratings if leverage remains significantly below
3.0x during the next 12 months while investment performance remains
strong and the company's portfolio continues to diversify into
other asset classes."
TAOW LLC: Hires Lawrence L. Szabo as Counsel
--------------------------------------------
TAOW LLC, seeks authority from the U.S. Bankruptcy Court for the
Northern District of California to employ the Law Offices of
Lawrence L. Szabo, as counsel to the Debtor.
TAOW LLC requires Lawrence L. Szabo to provide legal services
relating to representations regarding the Chapter 11 bankruptcy
proceedings.
Lawrence L. Szabo will be paid at these hourly rates:
Attorneys $450
Paralegals $75
Before the filing of the case, the Debtor's managing member, Rene
G. Boisvert, paid Lawrence L. Szabo a $7,500 security retainer and
executed a security retention agreement on behalf of the Debtor to
secure the payment of Lawrence L. Szabo's professional fees and
costs. The Debtor's managing member, Rene G. Boisvert, also
executed a personal guarantee for payment of Debtor's fees and
costs.
As of the Petition Date, the Debtor paid Lawrence L. Szabo the
amount of $5,783, and a filing fee of $1,717.
Lawrence L. Szabo will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Lawrence L. Szabo, a partner at the Law Offices of Lawrence L.
Szabo, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Lawrence L. Szabo can be reached at:
Lawrence L. Szabo, Esq.
LAW OFFICES OF LAWRENCE L. SZABO
3608 Grand Avenue
Oakland, CA 94610
Tel: (510) 834-4893
E-mail: szabo@sbcglobal.net
About TAOW LLC
TAOW LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal.
Case No. 18-40158) on Jan. 18, 2018, estimating less than $1
million in assets and liabilities. The Debtor tapped the Law
Offices of Lawrence L. Szabo in Oakland, California, as counsel.
TERRAFORM GLOBAL: S&P Raises CCR to 'BB' on Refinancing
-------------------------------------------------------
S&P Global Ratings said it raised its rating on TerraForm Global
Inc. to 'BB-' from 'B+'. The outlook is stable. S&P also raised the
stand-alone credit profile to 'b+' from 'b'.
S&P said, "At the same time, we assigned our 'BB' rating and '2'
recovery rating to the company's new unsecured notes due 2026. The
'2' recovery rating reflects our expectation of substantial
(70%-90%; rounded estimate: 80%) recovery in the event of default.
"The upgrade stems largely from the proposed refinancing, which we
anticipate will substantially reduce the debt balance and decrease
leverage to about 4x, under our P90 case (which indicates that
every year there is a 90% probability that the portfolio will
produce at least the projected amount of electricity, based on the
wind resource). We had previously classified Global as being highly
leveraged, but its financial risk profile is now aggressive."
The upgrade is the indirect result of the recently closed
Brookfield Asset Management acquisition of 100% of TerraForm
Global. Under SunEdison's control, Global had vastly underperformed
our expectations, which resulted in numerous downgrades after its
initial rating in 2015.
S&P said, "The stable outlook reflects our expectation that the
issuer will enjoy better metrics, with deconsolidated debt to
EBITDA of around 4.0x, during the next few years, as a consequence
of its recent refinancing efforts. We do not have an expectation of
refinancing debt at the project level, which would lead cash flows
to be more interruptible.
"We would likely raise the rating if the combination of operational
performance and capital structure adjustment led to deconsolidated
debt to EBITDA beneath 3.5x on a consistent basis and if the
portfolio were to grow in size and scale.
"We would likely lower the rating if Global's performance weakened
such that debt to EBITDA exceeded 5x regularly, perhaps as the
result of leveraged acquisitions."
THEA BOWMAN: S&P Ups Educational Facilities Bonds Rating to 'B'
---------------------------------------------------------------
S&P Global Ratings has raised its long-term rating to 'B' from 'B-'
on Indiana Finance Authority's educational facilities revenue
bonds, issued for the Drexel Foundation for Educational Excellence,
Inc. for the benefit of Thea Bowman Leadership Academy (TBLA). The
outlook is positive.
"The upgrade reflects our opinion of TBLA's ongoing turnaround
effort under its new authorizer and management company that has
addressed deficiencies in the academy's federal funding compliance
and governance, although academic performance is still weak," said
S&P Global Ratings credit analyst Bobbi Gajwani.
TBLA is in the second year of its three-year charter contract with
Trine University and its three-year management contract with Phalen
Leadership Academies.
S&P said, "The positive outlook reflects our view of TBLA's efforts
to improve academic performance and stabilize enrollment. However,
if enrollment continues to decline, it could significantly stress
the rating.
"We assess TBLA's enterprise profile as adequate, characterized by
a substantially improved relationship with the authorizer, although
still in the early stages, and moderate enrollment levels offset by
consistently declining enrollment with no waitlist and weak
academic performance. We assess the financial profile as highly
vulnerable, characterized by historically weak operating
performance and low lease-adjusted maximum annual debt service
(MADS) coverage (according to our calculation which includes
management expenses). In addition, we believe the school has
limited operating flexibility to cut expenses further to offset
enrollment declines that could stress debt service coverage (DSC)
in fiscal 2018. Combined, we believe these credit factors lead to
an indicative stand-alone credit profile of 'b'. In our opinion,
the final 'B' rating on the school's bonds better reflects the
risks associated with the turnaround plan, the short-term nature of
the current charter contract, and pressure on MADS coverage if
enrollment declines persist.
"The positive outlook reflects our expectation that, during the
one-year outlook period, TBLA will continue to execute its
turnaround plan and comply with the stipulations of its charter.
We expect the school to stabilize enrollment, maintain its focus on
improving academic performance, and maintain adequate financial
performance and DSC.
"We could raise the rating in the next year if the school is on
track for a successful charter renewal, improves academic
performance, and stabilizes enrollment while maintaining adequate
DSC and remaining in compliance with covenants."
TITAN ENERGY: Lenders Extend Waiver Until February 15
-----------------------------------------------------
Titan Energy, LLC, its subsidiary, Titan Energy Operating, LLC, as
borrower, and certain subsidiary guarantors entered into the First
Amendment to the Limited Waiver Agreement with respect to the
Company's Third Amended and Restated Credit Agreement, as amended,
with Wells Fargo Bank, National Association, as administrative
agent, and the lenders party thereto. The Amendment has an
effective date of Jan. 31, 2018. Pursuant to the Amendment, the
lenders agreed to extend the length of the waiver from Jan. 31,
2018 to Feb. 15, 2018.
Standstill Extension
In connection with, and as a condition to, the effectiveness of the
Amendment, the lenders under the Company's second lien credit
facility agreed to extend the standstill period under the
intercreditor agreement (during which the lenders under the Second
Lien Facility are prevented from pursuing remedies against the
collateral securing the Company's obligations under the Second Lien
Facility) until March 8, 2018.
About Titan Energy
Pittsburgh, Pennsylvania-based Titan Energy, LLC is an independent
developer and producer of natural gas, crude oil and NGLs, with
operations in basins across the United States with a focus on the
horizontal development of resource potential from the Eagle Ford
Shale in South Texas. The Company is a sponsor and manager of
Drilling Partnerships in which the Company co-invest, to finance a
portion of its natural gas, crude oil and natural gas liquids
production activities. Titan Energy is the Successor to the
business and operations of ARP, a Delaware limited partnership
organized in 2012.
For the period from Sept. 1 through Dec. 31, 2016, Titan Energy
reported a net loss of $33.31 million. For the period from Jan. 1,
2016, through Aug. 31, 2016, the Company reported a net loss of
$177.43 million.
Grant Thornton LLP, in Cleveland, Ohio, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company does not have sufficient liquidity to repay all of its
current debt obligations. The Company's business plan for 2017
contemplates asset sales, obtaining additional working capital, and
the refinancing or restructuring of its credit agreements to
long-term arrangements, or other modifications to its capital
structure. The Company's ability to achieve the foregoing elements
of its business plan, which may be necessary to permit the
realization of assets and satisfaction of liabilities in the
ordinary course of business, is uncertain and raises substantial
doubt about its ability to continue as a going concern.
As of Sept. 30, 2017, Titan Energy had $605.4 million in total
assets, $605.5 million in total liabilities and a $61,000 total
members' deficit.
TOISA LIMITED: Nautilus Int'l Named Member of Creditors' Committee
------------------------------------------------------------------
The Office of the U.S. Trustee announced that these unsecured
creditors currently serve as members of the official committee of
unsecured creditors in the Chapter 11 cases of Toisa Limited and
its affiliates as of February 7:
(1) China Shipping Industry (Jiangsu) Co., Ltd.
No. 1 Yingzhou Road
Jiangdu Development Zone
Yangzhou City, Jiangsu Province
P.R. China
Attention: Chang Cheng
Telephone: +86-514-86435398
(2) Shanghai Zhenhua Heavy Industries Col, Ltd.
3470 South PuDong Road
Shanghai, P.R. China
Attention: Li Ruixiang, General Manager
Telephone: +86-21-31193232
(3) Nautilus International
1&2 The Shrubberies, George Lane
London E18 1BD United Kingdom
Attention: Charles Boyle
Director of Legal Services at Nautilus International
Telephone: +44(0)20-85301656
As reported by the Troubled Company Reporter on June 16, 2017, the
U.S. Trustee on June 12 filed an amended notice of appointment of
the Committee, stating that the Justice Department's bankruptcy
watchdog announced that it appointed China Shipping Industry
(Jiangsu) Co., Ltd., and Hyundai Heavy Industries Co., Ltd., to
serve on the committee. Shanghai Zhenhua Heavy Industries Col,
Ltd., was added as a Committee member, according to a notice dated
Aug. 8.
About Toisa Limited
Toisa Limited owns and operates offshore support vessels for the
oil and gas industry. Toisa Limited and its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
17-10184) on Jan. 29, 2017. The petitions were signed by Richard
W. Baldwin, deputy chairman.
The cases are assigned to Judge Shelley C. Chapman.
Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors. The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent, Scura Paley
Securities LLC, as financial advisor.
In its petition, Toisa Limited estimated $1 billion to $10 billion
in both assets and liabilities.
TOYS R US: Store Closing Sales Begin at Select Locations
--------------------------------------------------------
Store closing sales are being conducted at select Toys"R"Us(R) and
Babies"R"Us(R) locations throughout the country -- offering
shoppers deep discounts on top brand names across all product
categories. The closing sales will be operated by a consortium
consisting of Gordon Brothers, Hilco Merchant Resources, Tiger
Capital Group and Great American Group. Store furniture and
fixtures will also be available for sale.
Since 1948, Toys"R"Us has served kids and families around the world
by offering great service and a broad assortment of toy and baby
products. The Company recently announced the closure of a number
of stores as part of a restructuring strategy to make Toys"R"Us a
more viable and competitive business. Toys"R"Us filed for Chapter
11 bankruptcy protection last September to ensure the Toys"R"Us and
Babies"R"Us brands live on for generations to come. The discounts
and promotions that will be offered at closing locations starting
Feb. 7 will be unique to these stores. Closing locations will
continue to honor customer programs including gift cards, Endless
Earnings and credit card specials.
A consortium spokesperson said, "not only will the sale provide
loyal customers from coast to coast the opportunity to purchase
their favorite products at significantly lower prices, it will also
include new merchandise at even deeper discounts. Due to these
substantial reductions, we encourage consumers to shop early to
take advantage of the best selection of products available while
supplies last."
A complete list of closing stores is available at:
https://is.gd/FIampU
About Gordon Brothers
Since 1903, Gordon Brothers -- http://www.gordonbrothers.com-- has
helped lenders, operating executives, advisors, and investors move
forward through change. The firm brings a powerful combination of
expertise and capital to clients, developing customized solutions
on an integrated or standalone basis across four service areas:
valuations, dispositions, operations, and investments. Whether to
fuel growth or facilitate strategic consolidation, Gordon Brothers
partners with companies in the retail, commercial, and industrial
sectors to put assets to their highest and best use. Gordon
Brothers conducts more than $70 billion worth of dispositions and
appraisals annually. Gordon Brothers is headquartered in Boston,
with 25 offices across four continents.
About Hilco Merchant Resources
Hilco Merchant Resources -- http://www.hilcomerchantresources.com
-- provides a wide range of analytical, advisory, asset
monetization, and capital investment services to help define and
execute a retailer's strategic initiatives. Hilco Merchant
Resources' activities fall into several principal categories
including acquisitions; disposition of underperforming stores;
retail company or division wind downs; event sales to convert
unwanted assets into working capital; facilitation of mergers and
acquisitions; interim company, division or store management teams;
loss prevention; and, the monetization of furniture, fixtures and
equipment. Hilco Merchant Resources is part of Northbrook,
Illinois based Hilco Global, one of the world's leading authorities
on maximizing the value of business assets by delivering valuation,
monetization and advisory solutions to an international
marketplace.
About Tiger Capital Group
Tiger Capital Group -- http://www.tigergroup.com/-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients. With over 40 years of
experience and significant financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results. Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset risk
factors and, when needed, provide capital or convert assets to
capital quickly and decisively. Tiger maintains domestic offices
in New York, Los Angeles, Boston, Chicago, and San Francisco, and
international offices in Sydney, Perth, Melbourne and Brisbane,
Australia.
About Great American Group
Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition and auction solutions, advisory and
valuation services, and a wholly-owned subsidiary of B. Riley
Financial, Inc. Great American Group efficiently deploys resources
with sector expertise to assist companies, lenders, capital
providers, private equity investors and professional service firms
in maximizing the value of their assets.
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
TRANSDIGM INC: S&P Rates New $1.81BB First-Lien Term Loan G 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level and '3' recovery
ratings to TransDigm Inc.'s proposed $1.81 billion first-lien term
loan G due in 2024. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in a default scenario.
All of S&P's other ratings on the company are unchanged.
TransDigm expects to use the proceeds from the new term loan G to
refinance its $1.81 billion outstanding term loan G due in 2024.
This transaction will somewhat reduce TransDigm's interest expense;
however, S&P does not believe that it will significantly alter the
company's credit metrics.
S&P said, "Our ratings on TransDigm reflect the company's leading
position in the niche markets for engineered aircraft components,
its good customer and platform diversity, above-average
profitability, weak credit metrics, and high leverage. We expect
that the company's credit metrics will be mostly unchanged over the
next two years as it uses its cash flow to fund acquisitions and
large periodic dividends."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
S&P said, "We have completed our recovery analysis on TransDigm's
proposed transaction and assigned a '3' recovery rating to the
company's new $1.81 billion term loan G due in 2024. We plan to
withdraw our rating on TransDigm's existing term loan G once it is
repaid." Pro forma for the transaction, the company's capital
structure will comprise a $600 million cash flow revolver, a $300
million accounts receivable (A/R) securitization facility,
approximately $7 billion of first-lien term loans, and $4.6 billion
of senior subordinated notes.
Other default assumptions include LIBOR rising to 250 basis points
(bps) and the revolver is 85% drawn at default.
Simulated default scenario
-- Simulated year of default: 2022
-- EBITDA at emergence: $814 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Net recovery value for waterfall after admin. expenses (5%):
$4.638 billion
-- Valuation split (obligors/nonobligors): 95%/5%
-- Estimated priority claims: $201 million
-- Estimated first-lien claims: $7.376 billion
--Recovery expectations: 50%-70% (rounded estimate: 60%)
-- Estimated subordinated claims: $4.743 billion
--Recovery expectation: 0%-10% (rounded estimate: 0%)
RATINGS LIST
TransDigm Inc.
Corporate Credit Rating B+/Stable/--
New Rating
TransDigm Inc.
Senior Secured $1.81 bil first-lien term ln G due 2024 B+
Recovery Rating 3(60%)
TROVERCO INC: Court Confirms Second Amended Plan
------------------------------------------------
Judge Charles E. Rendlen, III, of the U.S. Bankruptcy Court for the
Eastern District of Missouri approved Troverco, Inc.'s amended
disclosure statement and confirmed its second amended plan of
reorganization.
Class 6 will retain its Interests in the Reorganized Debtor and
will not receive distributions, as provided in the Plan. Class 6
will contribute $550,000 on the Effective Date to Debtor, the
proceeds of which will be used to make certain Plan payments
sufficient to satisfy Allowed Priority Tax Claims, Class 2 Claims,
to fund the Plan Trust Fee Reserve Payment, and the Exit Payment.
Class 6 affiliates should further provide all lien and claim
substantiation, guarantees, and other value as provided in the
Plan.
The Debtor has proposed the Plan in good faith and not by any means
forbidden by law. In determining that the Plan has been proposed in
good faith, the Bankruptcy Court has examined the totality of the
circumstances surrounding the formulation of the Plan.
The Disclosure Statement and other evidence proffered or adduced by
Debtor at the Confirmation Hearing with respect to feasibility are
persuasive and credible and establish that the Plan is feasible.
Under the second amended plan, the Plan Trust Agreement will be
executed by all necessary parties on or before the Effective Date.
On the Effective Date, the Plan Trust will be established and
become effective without further order of the Bankruptcy Court.
A full-text copy of the Confirmation Order is available at:
http://bankrupt.com/misc/moeb17-44474-235.pdf
A full-text copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/moeb17-44474-232.pdf
About Troverco Inc.
Based in Saint Louis, Missouri, Troverco Inc. --
http://www.troverco.com/-- is in the food industry specializing in
freshly prepared sandwiches and snacks for delivery to businesses.
Troverco began as a franchise in 1959 under the name Lakeshire
Sandwiches.
Troverco filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Mo. Case No. 17-44474) on June 29, 2017, estimating its assets and
liabilities at between $1 million and $10 million. The petition
was signed by Joseph E. Trover, Jr., the CEO.
Judge Charles E. Rendlen III presides over the case. Spencer Fane
LLP and Cullen and Dykman LLP represent the Debtor as legal
counsel. The Debtor hired Three Twenty-One Capital Partners, LLC,
as financial advisor and investment banker.
On July 18, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Goldstein & McClintock LLLP as bankruptcy counsel and Protiviti
Inc. as financial advisor.
No trustee or examiner has been appointed in this chapter 11 case.
VERTEX ENERGY: Regains Compliance with Nasdaq's Bid Price Rule
--------------------------------------------------------------
Vertex Energy, Inc. received on Feb. 2, 2018, a notice from the
Listing Qualifications Department of The NASDAQ Stock Market LLC,
notifying the Company that it was back in compliance with the
minimum bid price requirements set forth in Nasdaq Listing Rule
5550(a)(2) for continued listing on The Nasdaq Capital Market.
The Company was previously notified on Sept. 22, 2017, that it was
not in compliance with Nasdaq Listing Rule 5550(a)(2) because its
common stock had failed to maintain a minimum bid price of $1.00
per share for a period of 30 consecutive business days.
Pursuant to the Feb. 2, 2018 letter, Nasdaq notified the Company
that the closing bid price of the Company's common stock had
exceeded $1.00 for the prior 10 consecutive days and as such the
Company has regained compliance with Listing Rule 5550(a)(2) and
the matter is now closed.
About Vertex Energy
Vertex Energy, Inc. (VTNR) -- http://www.vertexenergy.com/-- is a
specialty refiner and marketer of hydrocarbon products. The
Company's business divisions include aggregation and transportation
of refinery feedstocks such as used motor oil and other petroleum
and chemical co-products to produce and commercialize a broad range
of high purity intermediate and finished products such as fuel
oils, marine grade distillates and high purity base oils used for
lubrication. Vertex operates on a regional model with strategic
hubs located in key geographic areas in the United States. With
its headquarters in Houston, Texas, Vertex Energy's processing
operations are located in Houston and Port Arthur (TX), Marrero
(LA), and Columbus (OH).
Vertex Energy reported a net loss of $3.95 million for the year
ended Dec. 31, 2016, a net loss of $22.51 million for the year
ended Dec. 31, 2015, and a net loss of $5.87 million in 2014.
As of Sept. 30, 2017, Vertex Energy had $82.28 million in total
assets, $30.90 million in total liabilities, $22.09 million in
temporary equity, and $29.29 million in total equity.
WINDSTREAM CORP: Bank Debt Trades at 10.9% Off
----------------------------------------------
Participations in a syndicated loan under which Windstream Corp is
a borrower traded in the secondary market at 89.10
cents-on-the-dollar during the week ended Friday, January 26, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.18 percentage points from the
previous week. Windstream Corp pays 325 basis points above LIBOR to
borrow under the $580 million facility. The bank loan matures on
February 17, 2024. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'BB-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 26.
WJA ASSET: Has Until June 18 to File Plan
-----------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of WJA
Asset Management, LLC, and its affiliates, the deadlines to file
plans of reorganization and to solicit acceptances through and
including June 18, 2018, and Sept. 18, 2018, respectively.
As reported by the Troubled Company Reporter on Jan. 25, 2018, the
CRO and his team need additional time to complete the
reconciliation of the Debtors' books and records before they can
formulate, propose, and negotiate plans of reorganization.
According to the Debtors, the analysis of intercompany transfers is
particularly complex. The CRO uncovered situations where it
appears that a debt incurred by one Debtor was "moved" to another
Debtor without a readily apparent justification and contrary to
proper accounting principles. There are multiple instances where,
according to the Debtors' records in QuickBooks, a noteholder is a
creditor of only one Debtor, but a different Debtor is the obligor
on the subject promissory note and actually received the funds. To
complicate matters further, in certain situations, interest and
principal payments to the noteholder were made by the Debtor who
booked the debt and not the promissory note obligor.
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.
WOMEN AND BIRTH: PCO Files 2nd Report
-------------------------------------
Julia D. Kyte, the duly-appointed Patient Care Ombudsman in the
case of Women and Birth Care, Inc. files a Second Report to the
U.S. Bankruptcy Court for the District of Utah that there are
presently no immediate concerns regarding the quality of care that
is being provided to the patients during Women and Birth Care's
reorganization period.
The Second Ombudsman Report is submitted without input from the
Financial Analyst for the U.S. Trustee's Office's regarding the
financial status of the Debtor.
The Ombudsman and the Attorney for the U.S. Trustee received: on
January 5, 2018, an e-mail from counsel for Zions First National
Bank indicating that the agreed to payment for the subsequent month
had not been timely received; and, on January 9, 2018, an e-mail
from counsel for Zions First National Bank indicating that the cure
payment had been received related to the last outstanding amount.
On January 23, 2018, the Ombudsman spoke with one of the Debtor's
attorneys, Mr. Walker, (Mr. Walker was taking the lead role in the
case) over the telephone to address the current status of birth
center and the Debtor. During that call, Mr. Walker confirmed that
the birth center and Debtor were stable and there were no concerns
about any cessation of the business. Mr. Walker did indicate that
the Monthly Financial Report for December still needed to be
submitted and the Plan of Reorganization would be forthcoming in
the next few months.
The Ombudsman also reached out to the Attorney for the U.S. Trustee
and the U.S. Trustee's Financial Analyst, to get their perspective
of the Debtor's present status and to confirm Mr. Walker's
impressions that the Debtor was successfully moving forward, and
the Attorney for the U.S. Trustee responded that the Monthly
Financial Report for December was delinquent and further, because
the Debtor's attorneys and accountants have not yet filed fee
applications, there was no knowledge of what the administrative
expenses were or what work has been actually completed regarding
the Plan of Reorganization.
On January 24, 2018, the Debtor filed a Monthly Financial Report.
Based on the statements of Debtor's attorney indicating that: (1)
the rates were raised in October of 2017 to provide more income;
and, (2) the patient base has also been steadily increasing, the
PCO determines that the quality of patient care provided to
patients of the Debtor did not appear to have significantly
declined or is being otherwise materially compromised.
The PCO, however, recommends continued monitoring in this matter to
ensure that the Debtor timely submits reports and meets its
obligations with Zions First National Bank to permit the continued
operation of the birth center remains in place.
Also, as previously reported, while a recommendation for a written
back-up or contingency plan for transition of care of patients is
not being required at this time, in the event that the Debtor is
not able to maintain compliance with the Division and/or is unable
to work through some of the additional obligations mentioned above,
the Ombudsman would require the Debtor, with assistance from the
Debtor's attorney, to prepare a contingency plan (in line with what
was already indicated was verbally in place) immediately.
The Ombudsman would require the contingency plan be provided as
soon as it was foreseeable that the birth center was not going to
be able to continue to operate, and/or at a minimum thirty days
before any anticipated closure to permit a reasonable time to
transition care appropriately.
A full-text copy of the Ombudsman's Second Report is available for
free at
http://bankrupt.com/misc/utb17-27013-83.pdf
About Women and Birth Care
Women and Birth Care, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 17-27013) on Aug. 11,
2017. Rebecca McInnis, its president, signed the petition. At the
time of the filing, the Debtor estimated assets and liabilities of
less than $500,000.
Judge William T. Thurman presides over the case.
Huntsman Lofgran, PLLC, serves as counsel to the Debtor.
Julia D. Kyte was appointed as patient care ombudsman in the
Debtor's case.
WOMEN'S HEALTH: Commercial Insurance Pact With BankDirect OK'd
--------------------------------------------------------------
The Hon. James P. Smith of the U.S. Bankruptcy Court for the Middle
District of Georgia has approved The Women's Health Institute of
Macon, PC's commercial insurance premium finance and security
agreement with BankDirect Capital Finance, a division of Texas
Capital Bank.
As reported by the Troubled Company Reporter on Feb. 2, 2018, the
Debtor said that to the extent the Debtor provides medical
services, it's necessary to maintain adequate insurance coverage,
among which, includes medical malpractice insurance coverage.
Pursuant to the Loan Agreement, BankDirect will provide financing
to Debtor for the purchase of various insurance policies providing,
among other things, medical malpractice coverage essential for the
operation of Debtor's business. Under the Loan Agreement, the
amount financed is $170,382.16.
A copy of the court order is available at:
http://bankrupt.com/misc/gamb17-51196-83.pdf
About Women's Health
Women's Health Institute of Macon PC is a group practice with one
location specializing in family medicine and Obstetrics and
Gynecology. ELO Outpatient Surgery Center provides ambulatory
surgical services. Emeka Umerah is the managing member for each
entity.
Haremu Holdings, LLC, The Women's Health Institute of Macon, PC,
and ELO Outpatient Surgery Center, LLC, filed Chapter 11 bankruptcy
petitions (Bankr. M.D. Ga. Case Nos. 17-51195, 17-51196 and
17-51197) on June 5, 2017. The cases are assigned to Judge James
P. Smith. The cases are not jointly administered.
In the petitions signed by Emeka Umerah, managing member, Haremu
estimated $1 million to $10 million in assets and liabilities;
Women's Health estimated $1 million to $10 million in assets and
$500,000 to $1 million in liabilities; and ELO Outpatient estimated
$100,000 to $500,000 in assets and liabilities.
The Debtors are represented by Wesley J. Boyer, Esq., at Boyer Law
Firm, L.L.C., in Macon, Georgia.
XS RANCH FUND: Rescission Claimants to Get $28.5-Mil. Under Plan
----------------------------------------------------------------
Class 5 - Holders of Allowed Claims against XS Ranch Fund VI, L.P.,
that have no security or priority and not subject to subordination
(i.e., general unsecured claims) are impaired, according to the
disclosure statement explaining the Debtor's Amended Plan of
Reorganization.
Except to the extent that a holder of an Allowed General Unsecured
Claim agrees to a different treatment, Members of Class 5 will be
paid in full within 30 days of the Effective Date, plus interest
accruing ten days after the Effective Date at the federal judgment
rate as of the Petition Date.
Class 6 - Allowed Claim of the Rescission Claimants are unimpaired
and deemed to accept the Plan because the Plan does not alter the
rights of the members of this Class, but rather provides treatment
consistent with the members' rights determined and dictated by the
Court and Bankruptcy Code. Notwithstanding, if members of Class 6
are subordinated below equity, for purposes of confirmation of the
Plan, the Debtor will treat this class as impaired because it will
receive no distribution in this Case, and thus deem the Class as
having rejected the Plan. The Rescission Claims will be
subordinated through adjudication or settlement, as a result of
Subordination Litigation prosecuted by the Estate. The treatment
of the Holders of Allowed Claims in Class 6 will depend upon the
level to which their Allowed Claims are subordinated by order of
the Court.
If Rescission Claims are subordinated below equity, member of Class
6 will receive no Distributions. If Rescission Claims are
subordinated pari passu with equity, members of Class 6 will
receive Distributions at the same time Distributions are made to
members of Class 7 until members of Class 6 have received
Distributions in the aggregate of $28,575,001. Distributions to
members of Class 6 will be calculated based on their Capital Pro
Rata share.
A full-text copy of the Amended Disclosure Statement dated Dec. 23,
2017, is available at:
http://bankrupt.com/misc/canb16-31367-319.pdf
About XS Ranch Fund VI L.P.
Dr. Hasso Plattner, David Winton, Granite Land Company, and Peter
Mainstain filed an involuntary petition (Bankr. N.D. Cal. Case No.
16-31367) against XS Ranch Fund VI, L.P for relief under Chapter 7
of the Bankruptcy Code on December 23, 2016. On May 31, 2017, the
Debtor consented to conversion of the Bankruptcy Case to one under
Chapter 11. On June 1, the Court entered its order converting the
Bankruptcy Case to Chapter 11.
The petitioning creditors were represented by Patricia H. Lyon,
Esq., at French and Lyon; Terry J. Mollica, Esq., at Chiarelli &
Mollica, LLP; Mary Ellmann Tang, Esq., at French Lyon Tang; and
David C. Winton, Esq., at the Law Offices of David C. Winton.
The Debtor is represented by Pamela Egan, Esq., at Rimon P.C.; and
Richard H. Golubow, Esq., Garrick A. Hollander, Esq., and Andrew
Levin, Esq., at Winthrop Couchot.
On July 28, 2017, the U.S. Trustee for Region 17 appointed an
official committee of unsecured creditors. The committee hired
Sheppard Mullin Richter & Hampton LLP, as counsel.
[*] Brown Rudnick Promotes Five Outstanding Lawyers to Partner
--------------------------------------------------------------
International law firm Brown Rudnick has promoted five outstanding
lawyers to partner. Olga Bischof, Nicole Bouchard, Jennifer
Charles, Cameron Moxley and Vincent Rubino joined the partnership
on February 1, 2018.
The class comprises a diverse set of attorneys from across the
firm's global offices and four key practice areas, including
commercial litigation, tax, corporate, and IP litigation.
"These five men and women are outstanding lawyers," said Brown
Rudnick CEO Joe Ryan. "Through their sharp intellect, tenacity and
client dedication, our new partners embody our firm's core
values."
The firm's new partners include:
Olga Bischof - Litigation. Ms. Bischof is a solicitor-advocate
entitled to exercise rights of audience in all civil proceedings in
the higher courts in England and Wales. She practices in all areas
of commercial litigation and international arbitration. She has
represented clients in disputes in all divisions of the High Court,
the Court of Appeal and the Privy Council, and pursuant to the
rules of many arbitration institutions. She has also acted in
numerous complex fraud cases.
Nicole Bouchard - Tax. Ms. Bouchard's practice encompasses general
tax planning issues including corporate, partnership, real estate,
private equity, hedge fund, and international taxation. She
participates in the representation of creditors, debtors, and
investors to restructure, acquire, and sell financially troubled
entities inside and outside of Chapter 11 bankruptcy proceedings.
Jennifer Ihns Charles – Corporate. Ms. Charles represents
domestic and foreign corporations, partnerships and limited
liability companies in their mergers and acquisitions, other
business and financial transactions and in their day-to-day
operations. She works with companies in a wide variety of
industries, including transportation, life sciences, media,
manufacturing & distribution, and networking & IT infrastructure.
Cameron Moxley – Litigation. Mr. Moxley focuses his practice in
complex financial and commercial litigation matters in federal,
state, and bankruptcy courts in the United States. His experience
includes trials and appeals in federal and state court,
multi-district litigation, and the representation of creditors
committees and foreign liquidators.
Vincent Rubino - IP Litigation. Mr. Rubino represents a wide range
of clients including clients in the smartphone, wireless,
semiconductor, and biotechnology industries. His experience
includes litigation throughout the United States in all popular
patent venues such as E.D. Texas, California, Florida, Delaware,
and New Jersey as well as the International Trade Commission (ITC)
and the Patent Trial and Appeal Board (PTAB).
Brown Rudnick's 2018 partner class joins amid strong growth for the
firm, which has acquired four new partners from outside its ranks
since the start of the year and is focused on growth in key global
markets like New York, Washington, D.C., and London in the coming
months.
About Brown Rudnick LLP
Brown Rudnick, an international law firm with offices in the United
States and Europe, represents clients from around the world in
high-stakes litigation, international arbitration and complex
business transactions. Clients include public and private
corporations, multinational Fortune 100 businesses and start-up
enterprises. The Firm also represents investors, as well as
official and ad hoc creditors' committees in today's largest
corporate restructurings, both domestically and abroad. Founded
more than 60 years ago, Brown Rudnick has over 240 lawyers
providing advice and services across key areas of the law. Beyond
the United States, the Firm regularly serves clients in Europe, the
Middle East, North Africa, the Caribbean and Latin America. With
its Brown Rudnick Center for the Public Interest, the Firm has
created an innovative model combining its pro bono, charitable
giving and community volunteer efforts.
[*] Farrell Joins Tiger Group's Commercial & Industrial Division
----------------------------------------------------------------
Tiger Group, a provider of asset valuation, advisory and
disposition services, on Jan. 31, 2018, disclosed that Chad Farrell
has joined the firm's Commercial & Industrial Division as Managing
Director. Mr. Farrell brings to Tiger deep experience in the
disposition, valuation and auction of machinery, equipment,
inventory, and real property. He also offers significant
experience in the creation of marketing and e-commerce solutions
within the context of commercial and industrial asset management.
From his base in Houston, Mr. Farrell will be responsible for
managing the division's day-to-day operations. He will also work
to advance the division's strategic direction and growth, develop
new market initiatives, and secure engagements. The day-to-day
operations were previously directed by Jeff Tanenbaum, now a Tiger
Executive Managing Director. Mr. Tanenbaum will continue to focus
on deal generation, strategic partnerships, and advising on complex
transactions.
"Having worked closely with Chad over the past two years on a
number of joint venture deals, we are thrilled to have him come on
board as leader of our Commercial & Industrial Division," said
Mr. Tanenbaum. "During his career, Chad has executed thousands of
auction, sealed-bid and private treaty transactions in more than 20
countries, selling more than $750 million of surplus and distressed
assets in the energy, transportation, construction, manufacturing,
mining, metals and retail sectors. That track record, coupled with
his experience in the development of e-commerce platforms for
industrial asset sales, made him an ideal candidate for this
leadership role in Tiger's fast-growing division."
Mr. Farrell comes to Tiger Group from Liquidity Services (Nasdaq:
LQDT), a global provider of consultative asset management,
valuation and sales solutions. Liquidity Services regularly
conducts joint ventures with Tiger on surplus and distressed asset
sales in energy and other industrial sectors. Mr. Farrell joined
Liquidity Services in 2013 as Vice President, Strategic Business
Development, when the company he founded, Tru-Markets -- a venture
delivering eCommerce solutions for Fortune 1000 Energy and
Insurance companies -- merged with Liquidity Services.
Prior to founding Tru-Markets, Mr. Farrell's professional
experience included decades of industry positions, including his
role as Senior Vice President, Strategy and Business Development,
at online auction marketplace Asset Nation Inc.
A resident of Houston, Mr. Farrell earned an M.B.A. from The
University of Texas at Austin and a B.S. degree in Mechanical
Engineering from Texas A&M University.
[*] James Sprayregen Bags M&A Advisor Lifetime Achievement Award
----------------------------------------------------------------
The M&A Advisor on Feb. 5, 2018, disclosed that James H.M.
Sprayregen is the recipient of the 2018 M&A Advisor Lifetime
Achievement Award. Mr. Sprayregen is to be honored, for his
significant contribution to the bankruptcy and restructuring
industry, at the 12th Annual Turnaround Awards Gala on Wednesday
March 21, 2018 at The Colony Hotel in Palm Beach, FL.
Mr. Sprayregen is a Restructuring partner in the Chicago and New
York offices of Kirkland & Ellis and serves on Kirkland's worldwide
management committee. Having joined the firm in 1990, he is
credited with having built its international Restructuring Group
and has led some of the most complex Chapter 11 filings across the
manufacturing, technology, transportation, energy, media, retail,
and real estate sectors in recent history. Notable amongst his
bankruptcy leadership cases are United Airlines, Conseco, Energy
Future Holdings Corp., Caesars Entertainment Operating Co.,
Toys"R"Us, Avaya, Japan Airlines Corporation as U.S. and
international counsel, The Great Atlantic & Pacific Tea Company,
Hawker Beechcraft Inc., Visteon Corporation, The Reader's Digest
Association, and ION Media Networks, Inc.
In March 2010, Mr. Sprayregen was selected by The National Law
Journal as one of "The Decade's Most Influential Lawyers." In
2013, he was named "Global Insolvency & Restructuring Lawyer of the
Year" by Who's Who Legal Awards and was inducted into the TMA's
Turnaround, Restructuring, and Distressed Investing Industry Hall
of Fame. From 2013-2015, Mr. Sprayregen served as the President
of INSOL International, the leading insolvency association in the
world.
"We are honored to present James H.M. Sprayregen with the 2018 M&A
Advisor Lifetime Achievement Award," stated David Fergusson,
President and Co-CEO of The M&A Advisor. "Testament to his
accomplishments are the commendations that Mr. Sprayregen has
received from his peers and clients: "unbelievable technical
capabilities"; "a world class practice leader"; "a premier
restructuring expert"; "incredible work ethic and skill"; and "one
of the deans of the bar." With his unwavering commitment to
consistent performance at the highest level, the industry and its
members have unquestionably been the beneficiaries of Mr.
Sprayregen's efforts."
Mr. Sprayregen is a frequent lecturer, speaker, and writer on
insolvency, cross-border and distressed M&A issues. He has served
as an Adjunct Professor at the University of Chicago Booth School
of Business, New York University School of Law, and a
Lecturer-in-Law at the University of Pennsylvania Law School.
With the presentation of The 2018 M&A Advisor Lifetime Achievement
Award, Mr. Sprayregen joins a notable and exclusive community of
industry leaders who have preceded him as lifetime and leadership
award winners, including Wilbur L. Ross, Jack Butler, Ceasar
Anquillare, Robert "Steve" Miller, Peter Kaufman, Harvey R. Miller,
J. Scott Victor, Timothy Coleman, Corinne Ball, Barry Ridings, Tom
Lauria, Van Conway and Sheila Smith.
The M&A Advisor -- http://www.maadvisor.com/-- was founded in 1998
to offer insights and intelligence on mergers and acquisitions
through the industry's leading publication. Today, the firm is
recognized as the world's premier "think tank" and leadership
organization for M&A, restructuring and financing professionals,
providing a range of integrated services including: M&A Advisor
Forums and Summits; M&A Advisor Market Intelligence; MandA.TV.; M&A
Advisor Live; M&A Advisor Awards; and M&A Advisor Connects.
[*] Jeffrey Bjork to Join Latham & Watkins' Restructuring Practice
------------------------------------------------------------------
Latham & Watkins LLP on Feb. 7 disclosed that Jeffrey E. Bjork will
join the firm's Los Angeles office as a partner in the
Restructuring, Insolvency & Workouts Practice within the Finance
Department. In his practice, Mr. Bjork represents debtors and
creditors in all aspects of restructurings across industries, and
he has notable experience in major municipal restructurings.
Jeffrey Greenberg, Office Managing Partner of Latham & Watkins in
Los Angeles, said: "Jeff is a widely recognized and admired leader
in bankruptcy law, and we're excited to have him drive our practice
forward here at Latham. His ability to find creative yet practical
solutions to complex restructuring challenges will be of tremendous
value to our clients."
"Jeff has a multi-faceted practice and is known as a sophisticated
national insolvency player. He possesses the experience, skill
set, and collaborative character that clients seek when they turn
to Latham's top-notch practice," said Los Angeles partner Peter
Gilhuly, Global Co-Chair of the firm's Restructuring, Insolvency &
Workouts Practice. "I've seen Jeff described as 'fearless' in his
representation of clients, which is an apt description of the drive
and knowledge he brings to the task at hand."
Scott Gottdiener, Global Chair of Latham's Finance Department
added: "Jeff's arrival on the West Coast will complement our
growing national and global bankruptcy practice, and signals our
continued commitment to helping clients through what may be some of
their toughest business decisions."
Mr. Bjork said: "Latham has a global, integrated platform that can
support the type of complex and cross-border matters I am
increasingly seeing in my practice and in the market. I am
thrilled to join such a talented and well-regarded group of
colleagues and a platform that will offer me the opportunity to
represent companies, creditors and other major stakeholders. I am
delighted for the opportunity to build the practice further to meet
our clients' complex needs."
Mr. Bjork joins Latham & Watkins from Sidley Austin in Los Angeles,
where he was a partner. He has received accolades as a leading
practitioner from an array of publications covering the profession,
including Chambers USA, TheLegal 500, IFLR1000, The Best Lawyers in
America and Turnaround & Workouts. He earned his BA from
Pepperdine University in 1995 and his JD from Emory University in
1998. After law school, he clerked for the Hon. James Massey in
the U.S. Bankruptcy Court for the Northern District of Georgia,
prior to embarking on a career in private practice.
Latham & Watkins is a global law firm with more than 2,600 lawyers
in its offices located in Asia, Europe, the Middle East and the
United States, including: Barcelona, Beijing, Boston, Brussels,
Century City, Chicago, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong
Kong, Houston, London, Los Angeles, Madrid, Milan, Moscow, Munich,
New York, Orange County, Paris, Riyadh, Rome, San Diego, San
Francisco, Seoul, Shanghai, Silicon Valley, Singapore, Tokyo and
Washington, D.C.
About Latham & Watkins
Latham & Watkins -- http://www.lw.com/-- is a global law firm with
more than 2,600 lawyers in its offices located in Asia, Europe, the
Middle East and the United States, including: Barcelona, Beijing,
Boston, Brussels, Century City, Chicago, Dubai, Düsseldorf,
Frankfurt, Hamburg, Hong Kong, Houston, London, Los Angeles,
Madrid, Milan, Moscow, Munich, New York, Orange County, Paris,
Riyadh, Rome, San Diego, San Francisco, Seoul, Shanghai, Silicon
Valley, Singapore, Tokyo and Washington, D.C.
[^] BOOK REVIEW: Oil Business in Latin America: The Early Years
---------------------------------------------------------------
Author: John D. Wirth Ed.
Publisher: Beard Books
Softcover: 282 pages
List price: $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR
This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.
Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."
The book consists of five case studies and a conclusion, as
follows:
* Jersey Standard and the Politics of Latin American Oil
Production, 1911-30 (Jonathan C. Brown)
* YPF: The Formative Years of Latin America's Pioneer State
Oil Company, 1922-39 (Carl E. Solberg)
* Setting the Brazilian Agenda, 1936-39 (John Wirth)
* Pemex: The Trajectory of National Oil Policy (Esperanza
Duran)
* The Politics of Energy in Venezuela (Edwin Lieuwen)
* The State Companies: A Public Policy Perspective (Alfred
H. Saulniers)
The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.
The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."
Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
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