/raid1/www/Hosts/bankrupt/TCR_Public/180323.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, March 23, 2018, Vol. 22, No. 81
Headlines
07-005 ARTOIS: Case Summary & 2 Unsecured Creditors
3601 CROSSROADS: Wants Court Approval to Use Cash Collateral
688 10th AVENUE: Wants Insurance Premium Financing Pact With IPFS
ADVANCED EDUCATIONAL: Can Use Cash Collateral until March 28
BOISE GUN: Taps Farrow Corporation as Accountant
BON-TON STORES: Jones Day & Cole Represent Cetus & Contrarian
BONAVISTA ENERGY: Egan-Jones Hikes FC Sr. Unsecured Rating to B
BREITBURN ENERGY: Wants DIP Loans Maturity Extended to June 30
BRINGING GOD'S WORD: U.S. Trustee Unable to Appoint Committee
BTH QUITMAN: Taps Darby Law Practice as Legal Counsel
C & D FRUIT AND VEGETABLE: U.S. Trustee Forms 3-Member Committee
C.R. OF ATTALLA: Case Summary & 20 Largest Unsecured Creditors
CARTER TABERNACLE: Taps CRE Solutions as Financial Consultant
CHINA FISHERY: Ad Hoc Committee Opposes Damanzaiho Vessel Sale
CJA ENERGY: Seeks Court Okay for Cash Collateral Use
CJA ENERGY: Taps Steidl and Steinberg as Legal Counsel
CLAIRE'S STORES: Gets Interim OK on $135-Mil. DIP Loans
COBALT INT'L: Wants Exclusivity Extended Thru Aug. 11
COCHRAN BROTHERS: To Pay Unsecured Creditors in Full at 4.5%
COLORADO LONESOME: Case Summary & 8 Largest Unsecured Creditors
CONTOURGLOBAL LP: S&P Affirms 'BB-' ICR on Portfolio Acquisition
CONVERGEONE HOLDINGS: S&P Alters Outlook to Pos. & Affirms 'B' CCR
CORPORATE RESOURCE: Trustee Taps Hemming as Accounting Expert
COTY INC: S&P Assigns 'BB' Rating on New $2BB Unsecured Notes
CPI CARD: S&P Lowers CCR to 'CCC+' Due to Declining Performance
CROSS-DOCK SOLUTIONS: Trustee Taps A. Atkins as Appraiser
CRYSTAL ENTERPRISES: Court Denies 4th Amended Plan Disclosures
DANNYS ATHENS: Taps Morrison Tenenbaum as Legal Counsel
DATACONNEX LLC: U.S. Trustee Unable to Appoint Committee
DE NOVO IMPORTS: Taps Scura Wigfield as Legal Counsel
DE NOVO IMPORTS: Taps Young Dong Kim as Accountant
DERRICK PUGH: Case Summary & 6 Unsecured Creditors
DULUTH TRAVEL: Case Summary & 13 Largest Unsecured Creditors
DYNEGY INC: Egan-Jones Hikes Sr. Unsecured Ratings to B+
EMERALD GRANDE: Files Chapter 11 Plan of Liquidation
ENID LAKESIDE: Plan Outline Hearing Moved to May 2
FINISAR CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
FLAMINGO FUNDING: May Obtain DIP Financing
GENON ENERGY: Seeks Exclusivity Extension Thru Dec. 14
GENTLEPRO HOME: Auction of Stock Set for April 5
GMB LIGHTING: Case Summary & 20 Largest Unsecured Creditors
GOOD CLOTHING: Taps Simon Resnik Hayes as Legal Counsel
GULLS PROPERTY: Taps Broege Neumann as Legal Counsel
HARDES PARTNERSHIP: Wants to Use Cash Collateral to Buy Seeds
HOUSE MOSAIC: U.S. Trustee Unable to Appoint Committee
IHEARTMEDIA INC: U.S. Trustee Forms 7-Member Committee
INCYTE CORP: Egan-Jones Withdraws 'BB' Sr. Unsec. Debt Ratings
INGEVITY CORP: Fitch Affirms 'BB' Longterm IDR; Outlook Stable
INOVALON HOLDINGS: Moody's Assigns B2 CFR; Outlook Stable
INSTALLED BUILDING: S&P Alters Outlook to Pos. & Affirms 'BB-' CCR
INSTITUTE OF MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
INTERNATIONAL GAME: Egan-Jones Lowers FC Unsec. Rating to BB-
IQOR HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR
J & Y ENTERPRISES: Fairbanks Lot Set for April 11 Foreclosure Sale
J. HOWARD RESTAURANT: U.S. Trustee Unable to Appoint Committee
JADE INVESTMENTS: U.S. Trustee Unable to Appoint Committee
JASON FLY LOGGING: Taps Black and Associates as Accountant
JASON FLY LOGGING: Taps Toni Campbell Parker as Legal Counsel
JLF 114 LIBERTY: CREIF Lender Taps Maltz Auctions as Broker
KARIA Y WM: U.S. Trustee Unable to Appoint Committee
LAKE JULIANA: Case Summary & 2 Unsecured Creditors
LIFELINE SLEEP: Pennsylvania DOR to be Paid in Full at 4% in 5 Yrs.
LIMETREE BAY: S&P Affirms 'BB-' Rating on Secured Term Loan B
LTG LLC: Seeks Authority for Interim Use of Cash Collateral
LUMINANCE RECOVERY: Case Summary & 20 Largest Unsecured Creditors
MAC'S MARKET: Plan, Disclosures Hearing Set for April 5
MARQUIS DIAGNOSTIC: Court Finds Appointment of PCO Unnecessary
MEDIACOM LLC: S&P Rates New $900MM Secured Term Loan N 'BB+'
MERCER INTERNATIONAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
MIAMI INTERNATIONAL: Taps Morrison Brown as Accountant
MID-SOUTH GEOTHERMAL: U.S. Trustee Unable to Appoint Committee
MOHEGAN TRIBAL: S&P Lowers ICR to 'B-', Outlook Stable
NETSMART LLC: S&P Assigns 'B-' CCR, Outlook Positive
NEW LIFE HOLINESS: U.S. Trustee Unable to Appoint Committee
NEWBERRY BAKERS: Wants F&P to Pursue Claims vs. Shareholders
NJ COMMUNITY SPINE: Taps Richard D. Gaines as Legal Counsel
ORACLE OIL: Creditor Wants Use of Cash Collateral Stopped
ORION HEALTHCORP: Seeks Access to $7.5M Bankr. Financing
ORION HEALTHCORP: Taps Epiq as Claims and Noticing Agent
P.D.L. INC: Latest Plan Increases Unsecureds' Recovery to 3.2%
PENINSULA AIRWAYS: Still Formulating Plan Terms With Wexford
PEPPERTREE LAND: May Continue Using Cash Collateral Until May 4
PLAIN LEASING: Wants to Continue Using Cash Collateral Until May 31
POWELL ROGERS: April 24 Approval Hearing on Disclosures
PROSPECTOR OFFSHORE: Needs Time to Satisfy Conditions for Dismissal
QMACS INC: Seeks Approval of Lease Agreement with TX/CREA
QUALITY CONaSTRUCTION: Taps Weinstein & St. Germain as Counsel
QUALITY CONSTRUCTION: Taps Donlin Recano as Claims Agent
REAL INDUSTRY: Latham & Watkins Represent Ad Hoc Noteholder Group
REAL INDUSTRY: Wants to Maintain Plan Exclusivity Through July 15
RENAISSANCE LEARNING: S&P Affirms B- Rating on 1st Lien Term Loan
REVLON INC: Egan-Jones Lowers Sr. Unsecured Ratings to CCC+
RIEDESEL ENGINEERING: Seeks Authorization to Use Cash Collateral
RMG ENTERPRISES: Wants Up To $500,000 in DIP Financing From GCBC
ROCKET SOFTWARE: S&P Raises CCR to 'B+', Outlook Stable
S&R SNUBBING: Consolidated Wellsite Buying Equipment for $44K
SANTOS CONSTRUCTION: Must File Plan, Disclosures Before May 23
SEADRILL LTD: Court Approves Interest Rate Caps
SECURITY AMERICA: A.M. Best Withdraws "B" Fin'l Strength Rating
SERTA SIMMONS: S&P Lowers CCR to 'B-' on Weak Operating Results
SIGNET JEWELERS: S&P Cuts CCR to 'BB+' on Weak Business Prospects
SOUTHERN INDUSTRIAL: U.S. Trustee Unable to Appoint Committee
STARS GROUP: Moody's Affirms B2 CFR; Outlook Stable
SYMPLAST LLC: Chapter 727 Claims Bar Date Set for July 4
TASEKO MINES: S&P Raises CCR to 'B' on Improved Copper Prices
TEEKOY INVESTMENTS: Case Summary & 4 Unsecured Creditors
TEMPUR SEALY: S&P Affirms BB Corp. Credit Rating, Outlook Negative
TEXAS E&P: Trustee Seeks Approval of Settlement with Miken Oil
TEXAS FLUORESCENCE: Files Amended Chapter 11 Liquidation Plan
TO YOUR HEALTH: Administrator Recommends Non-Appointment of UCC
TO YOUR HEALTH: Proposes a $1.4M Sale of Assets to The Co-Pack
TOISA LIMITED: Taps H. Clarkson & Company as Broker
TOWN SPORTS: S&P Puts 'CCC+' CCR on CreditWatch Positive
TRACY JOHN CLEMENT: Trustee Leasing Land for $225 PerAcre
TRANSALTA CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
TRIDENT TPI: S&P Lowers CCR to 'B-' on Acquisition Plans
UNIVERSAL HOSPITAL: S&P Affirms 'B-' CCR & Alters Outlook to Pos.
VILLA MARIE: Can Use Bank's Cash Collateral on Interim Basis
VITAMIN WORLD: Committee Seeks to Clawback $5M from Shareholder
VRIO CORP: Fitch Assigns BB+ Long-Term IDR; Outlook Stable
VRIO CORP: Moody's Assigns 1st-Time Ba2 CFR; Outlook Stable
WALKING CO: Files Liquidation Analysis With Court
WALL STREET THEATER: Needs $4,250 Cash for Restoration Services
WINTER PARK: Moody's Assigns B3 CFR & Rates $240MM 1st Lien Loan B2
WOODBRIDGE GROUP: Wants Plan Filing Further Extended to July 2
XS RANCH FUND: Says Rescission Claimants' Tactics Delay Plan OK
ZIP STEVENSON: Taps David I. Brownstein as Legal Counsel
[*] Brian Lohan Joins Arnold & Porter's Restructuring Practice
[*] David J. Passey Joins Schulte Roth's Tax Group in New York
[*] Dorsey & Whitney's Peggy Hunt Appointed to FBA Task Force
[*] Neil Augustine Joins Greenhill's Advisory & Restructuring Team
[^] BOOK REVIEW: The Story of The Bank of America
*********
07-005 ARTOIS: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: 07-005 Artois Business Trust
6767 W. Tropicana Avenue, Ste. 110
Las Vegas, NV 89103
Business Description: 07-005 Artois Business Trust is a privately
held company in Las Vegas, Nevada
categorized under business trust.
Chapter 11 Petition Date: March 21, 2018
Case No.: 18-11490
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Debtor's Counsel: Timothy P. Thomas, Esq.
LAW OFFICES OF TIMOTHY P. THOMAS, LLC
1771 E. Flamingo Rd, Ste B-212
Las Vegas, NV 89119
Tel: (702) 227-0011
Fax: (702) 227-0334
E-mail: tthomas@tthomaslaw.com
Total Assets: $1.69 million
Total Liabilities: $298,071
The petition was signed by Peter J. Becker, managing member of
Trustee, Mesa Asset Management, LLC.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:
http://bankrupt.com/misc/nvb18-11490.pdf
Pending bankruptcy cases of affiliates:
Debtor Petition Date Case No.
------ ------------- --------
05-020 Vacaville II 5/27/16 16-12928
06-009 Ranco Coachella Business Trust 4/26/17 17-12101
06-019 Vacaville III Business Trust 5/27/16 16-12929
07-002 Redding Business Trust 2/15/13 13-11151
Biggs Business Trust 6/06/14 14-14027
Madera Business Trust 4/26/17 17-12102
3601 CROSSROADS: Wants Court Approval to Use Cash Collateral
------------------------------------------------------------
3601 Crossroads, LLC, is asking the U.S. Bankruptcy Court for the
Northern District of Illinois to enter an interim order authorizing
the Debtor to use cash collateral.
According to the Debtor, it is a single asset rear estate entity
which owns and operates a commercial office building located at
3601 Algonquin Road in Rolling Meadows, Illinois. It will use the
cash collateral to fund its operations and pay expenses identified
under a proposed budget.
The Debtor told the Court that on Oct. 9, 2012, in obtained a loan
from Archetype Mortgage Capital LLC in the original principal
amount of $7.8 million. As security, the Debtor executed a
Mortgage, Assignment of Leases and Rents and Security Agreement on
the same date giving Archetype a secured interest in the property
and assigned all of the Debtor’s interest in the Debtor’s Gross
Revenue due or to become due to the Debtor as additional security
for the Loan.
In addition, the Debtor also entered into a Cash Management
Agreement with Archetype which provided that the Debtor’s Gross
Revenue would be deposited into a Deposit Account, and providing
there was no Sweep Event, thereafter transferred back to the
Debtor’s control by a deposit into the Debtor’s Operating
Account.
On Nov. 26, 2012, Archetype assigned the loan to U.S. Bank National
Association. As of the filing of its bankruptcy petition, the
outstanding out is at $7,167,796. The Debtor argued that the
interest of the Bank in the cash collateral is adequately protected
by the value of the collateral in which it will assert a security
interest. It is further protected by the maintenance and continued
operations of the business, the payment of insurance and
utilities.
A copy of the Debtor's motion can be viewed at:
http://bankrupt.com/misc/3601CrossroadsMotion.pdf
About 3601 Crossroads
3601 Crossroads, LLC, is a single asset real estate entity which
owns and operates a 50-tenant commercial office building located at
3601 Algonquin Road Rolling Meadows, Illinois. The company filed
for Chapter 11 protection (Bankr. N.D. Illinois Case No. 18-06600)
on March 7, 2018.
688 10th AVENUE: Wants Insurance Premium Financing Pact With IPFS
-----------------------------------------------------------------
688 10th Avenue Restaurant Corp. asks for authorization from the
U.S. Bankruptcy Court for the Eastern District of New York to enter
into an insurance premium financing agreement with IPFS of New
York, LLC.
A hearing on the Debtor's request is set for April 3, 2018, at
10:00 a.m. Objections must be filed by 5:00 p.m. on March 27,
2018
The Debtor wants to enter into a premium financing agreement to
finance certain insurance premiums which are critical for the
continued operation of the Debtor's business, compliance with the
requirements of a debtor-in-possession in Chapter 11, and
protection and preservation of the assets of the estate. The
Debtor requires the proposed financing in order to secure General
Liability Insurance for the business.
The premium due under the policy is expensive and the Debtor does
not have sufficient funds to pay for the premium in full without
depleting its available operating cash. Without financing, the
Debtor will not be able to obtain the necessary insurance
coverage.
The policy bears a total collective premium of $17,459.58, and the
Agreement provides for a cash down payment of $3,500.38 and an
amount to be financed of $13,959.20. This will be paid in 10
monthly payments of $1,497.66 with the first payment due on Jan.
19, 2018. All payments to date that have been required by the
policy have been paid. The Debtor's insurance broker has been
holding the payments pending approval of this application. The
finance cost is $1,017.40 at an annual interest rate of 15.6%.
The Debtor, through its insurance agent, investigated other sources
and this policy represents the most affordable insurance policy
available to the Debtor.
As collateral to secure the repayment of the indebtedness due under
the Agreement, the Debtor will grant IPFS a security interest in,
among other things, the unearned premiums of the Policies.
The Agreement further provides that the Debtor will appoint IPFS as
its attorney-in-fact with the irrevocable power to cancel the
Policies and collect the unearned premium in the event that the
Debtor should default under the Agreement.
The Debtor and IPFS have agreed that, as adequate protection of the
obligations under the Agreement:
a. the Debtor will be authorized and directed to timely make
all payments due under the Agreement and IPFS be
authorized to receive and apply payments to the
indebtedness owed by the Debtor to IPFS as provided under
the Agreement; and
b. notwithstanding any conflicting terms in the Agreement, in
the event that the Debtor does not make any of the monthly
payments due under the finance agreement IPFS after
providing at least 13 days' notice, may take all
appropriate steps to cancel the policy, collect the
collateral and apply collateral to the indebtedness owed
to IPFS by the Debtor.
The Debtor has an urgent need for insurance coverage and insurance
financing because its general liability coverage lapsed on Dec. 19,
2017. Prior to Dec. 19, 2017, the Debtor's insurance broker was
working with the Debtor to secure replacement coverage. The Debtor
believed that the policy was being financed on an unsecured basis
by the broker; however, the Debtor was recently advised that the
financing is direct to the Debtor and the Debtor is promptly moving
to put the insurance in place.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/nyeb17-46576-25.pdf
About 688 10th Avenue Restaurant
688 10th Avenue Restaurant Corp. operates a Cuban style restaurant
located at 688 10th Avenue, New York, New York. The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
-17-46576) on Dec. 7, 2017. Morrison-Tenenbaum PLLC serves as the
Debtor's bankruptcy counsel.
ADVANCED EDUCATIONAL: Can Use Cash Collateral until March 28
------------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York allowed Advanced Educational Products,
Inc., to use cash collateral until March 28, 2018. This will be
the Third Interim Extension Order issued by the Court.
As reported in the Troubled Company Reporter on. Dec. 19, 2017, the
Debtor said that prior to the Petition Date, it used cash
collateral in the ordinary course of business to pay its ongoing
operating costs and payroll obligations, the latter of which are
called in to the Debtor's payroll processing company during the
week and covering the prior week through Saturday, and then payable
each Friday. Accordingly, to maintain the liquidity necessary to
administer this Chapter 11 case and continue its operations in the
ordinary course of business, the Debtor needed access to cash
collateral.
As of the Petition Date, the Debtor was indebted to the following
creditors holding secured claims that are or may be liens against
cash and accounts: (a) TFS RT, Inc., which is owed in the aggregate
amount of approximately $624,000; (b) American Express Bank, FSB,
which is owed in the aggregate amount of approximately $73,814; and
(c) Foxii Funding, Inc., which is owed in the aggregate amount of
approximately $325,000.
The Court had initially issued an order on Jan. 19, 2018, for the
Debtor to use cash collateral until Feb 14. 2018. On Feb. 14, 2018,
the Court entered its First Interim Extension Order extending the
use of cash collateral to Feb. 28, 2018. On Feb. 28, 2018, the
Court entered a Second Interim Extension Order allowing the Debtor
to use cash collateral up to March 14, 2018.
In its latest ruling, the Court allowed the Debtor to use cash
collateral with the approved Budget which shows expenses amounting
to $41,206, for the period March 14, 2018 to March 28, 2018.
The Court also ruled that as adequate protection, the provisions
under the Amended Interim Order dated Feb. 14, 2018, remain
effective and enforceable.
A full-text copy of the Order and Budget can be viewed at:
http://bankrupt.com/misc/AdvancedEducationExtendCCUse.pdf
About Advanced Educational Products
Based in Buffalo, New York, Advanced Educational Products, Inc. --
http://www.aepbooks.com/-- is a HUBZone Certified Small Business
Concern and New York State contractor offering book and multimedia
acquisition services to public and private institutions worldwide.
Established in 1992, the company offers a comprehensive suite of
fulfillment services tailored to meet the needs of government and
institutional customers and their unique ordering and reporting
requirements. The company's gross revenue amounted to $16.32
million in 2016 and $16.87 million in 2015. Kenneth A. Pronti
holds a 100% shareholder interest in Advanced, and is its sole
office and director.
Advanced Educational Products, based in Buffalo, New York, filed a
Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-12576) on Dec. 4,
2017. In its petition, the Debtor disclosed $2.18 million in
assets and $6.54 million in liabilities.
Arthur G. Baumeister, Jr., Esq., at Baumeister Denz, LLP, is the
Debtor's bankruptcy counsel.
A committee of unsecured creditors was appointed in the Debtor's
case. The committee retained Lowenstein Sandler LLP as its
bankruptcy counsel; Andreozzi Bluestein LLP as local counsel; and
Casciano Consulting Group, LLC as business consultant.
BOISE GUN: Taps Farrow Corporation as Accountant
------------------------------------------------
Boise Gun Company, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Idaho to hire Farrow Corporation as its
accountant.
The services to be provided by the firm include daily bookkeeping,
and the preparation of tax returns, financial statements, monthly
U.S. Trustee reports and financial projections.
Farrow Corporation will charge $65 per hour for bookkeeping and
related work, and $125 per hour for the preparation of tax returns,
financial statements, U.S. Trustee reports and financial
projections.
Kenneth Farrow, director of Farrow Corporation, disclosed in a
court filing that he and his firm are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kenneth R. Farrow
Farrow Corporation
5598 N. Eagle Road, Suite 102
Boise, ID 83713
Phone: (208) 995-8020
Fax: (800) 388-5897
Email: krfarrow@FACorp.us
About Boise Gun Company
Established in 1995, Boise Gun Company Inc. --
https://www.boisegun.com/ -- is a full-service firearms dealer,
ranging from firearms and accessory sales, to gunsmithing and NRA
certified training classes. Its services include appraisals,
consignments, purchases and sales. The company is headquartered in
Garden City, Idaho.
Boise Gun Company first sought bankruptcy protection on Oct. 23,
2015 (Bankr. D. Id. Case No. 15-01389).
Boise Gun Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 18-00207) on Feb. 27,
2018. In the petition signed by Jason Hopper, vice-president, the
Debtor disclosed $2.69 million in assets and $3.84 million in
liabilities. Judge Terry L. Myers presides over the case. Matthew
Todd Christensen, Esq., at ANGSTMAN JOHNSON, PLLC, is the Debtor's
counsel.
BON-TON STORES: Jones Day & Cole Represent Cetus & Contrarian
-------------------------------------------------------------
Jones Day and Cole Schotz P.C. filed a second revised verified
statement pursuant to Bankruptcy Rule 2019 stating that Cetus
Capital, LLC, and Contrarian Capital have joined the second lien
noteholders they are representing.
Bennett Management Corporation and Riva Ridge Master Fund, Ltd.,
are not included in the Second Lien Noteholders group.
As reported by the Troubled Company Reporter on Feb. 14, 2018, the
Firms filed with the U.S. Bankruptcy Court for the District of
Delaware a verified statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure with respect to certain beneficial
holders or the investment advisors or managers for certain
beneficial holders of 8.00% Second Lien Senior Secured Notes Due
2021 issued by The Bon-Ton Department Stores, Inc., pursuant to
that certain Indenture dated as of May 28, 2013, with Wilmington
Savings Fund Society, FSB, as successor Trustee.
According to the Second Revised Verified Statement, the Second Lien
Noteholders hold, or are the investment advisors or managers of
accounts that hold, approximately $251,352,000 in aggregate
principal amount of the outstanding debt under the Second Lien
Indenture. The Second Lien Noteholders the Firms are representing
now include:
1. Brigade Capital Management, LP
on behalf of itself and/or certain of its affiliates
and/or funds
399 Park Avenue, Suite 1600
New York, NY 10022
Disclosable Economic Interests:
$113,353,000 in Notes Obligations
2. Wolverine Asset Management, LLC
on behalf of itself and/or certain of its affiliates
and/or funds
175 W. Jackson Boulevard, Suite 340
Chicago, IL 60604
Disclosable Economic Interests:
$18,745,000 in Notes Obligations
3. B. Riley FBR, Inc.
on behalf of itself and/or certain of its affiliates
and/or funds
299 Park Avenue
New York, NY 10171
Disclosable Economic Interests:
$10,700,000 in Notes Obligations
4. Alden Global, LLC
on behalf of itself and/or certain of its affiliates
and/or funds
885 Third Avenue, 34th Floor
New York, NY 10022
Disclosable Economic Interests:
$42,034,000 in Notes Obligations
5. Cetus Capital, LLC
on behalf of itself and/or certain of its affiliates
and/or funds
8 Sound Shore Drive, Suite 303
Greenwich, CT 06830
Disclosable Economic Interests:
$20,520,000 in Notes Obligations
6. Contrarian Capital
on behalf of itself and/or certain of its affiliates
and/or funds
411 W. Putnam Avenue Suite 425
Greenwich, CT 06830
Disclosable Economic Interests:
$46,000,000 in Notes Obligations
A copy of the Second Revised Verified Statement is available at:
http://bankrupt.com/misc/deb18-10248-266.pdf
The Firms can be reached at:
Norman L. Pernick, Esq.
J. Kate Stickles, Esq.
Katherine M. Devanney, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Tel: (302) 652-3131
Fax: (302) 652-3117
E-mail: npernick@coleschotz.com
kstickles@coleschotz.com
kdevanney@coleschotz.com
-- and --
Sidney P. Levinson, Esq.
Genna L. Ghaul, Esq.
Charles S. Wittmann-Todd, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: slevinson@jonesday.com
gghaul@jonesday.com
cwittmanntodd@jonesday.com
-- and --
Bruce Bennett, Esq.
Joshua M. Mester, Esq.
555 South Flower Street
Fiftieth Floor
Los Angeles, California 90071
Tel: (213) 489-3939
Fax: (213) 243-2539
E-mail: bbennett@jonesday.com
jmester@jonesday.com
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;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AP Services, LLC as financial advisor; and A&G
Realty Partners LLC, as real estate advisor; and Prime Clerk LLC,
as administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.
BONAVISTA ENERGY: Egan-Jones Hikes FC Sr. Unsecured Rating to B
---------------------------------------------------------------
Egan-Jones Ratings Company, on March 13, 2018, upgraded the foreign
currency senior unsecured rating on debt issued by Bonavista Energy
Corporation to B from B-.
Bonavista Energy Corporation engages in the acquisition,
exploration, development, and production of oil and natural gas
assets in Western Canada.
BREITBURN ENERGY: Wants DIP Loans Maturity Extended to June 30
--------------------------------------------------------------
BankruptcyData.com reported that Breitburn Energy Partners filed
with the U.S. Bankruptcy Court a motion to approve an eighth
amendment to the Company's post-petition financing arrangements.
The motion explains, "Pursuant to this Motion, the Debtors seek
authority to further amend their existing postpetition revolving
loan facility (as previously amended, the Existing DIP Facility)
pursuant to the Eighth Amendment to Debtor-in-Possession Credit
Agreement. The Eighth Amendment (a) extends the Existing DIP
Facility's scheduled maturity date from March 31, 2018 to June 30,
2018; and (b) provides for the payment of certain fees to the agent
and lenders thereunder (in such capacities, the 'DIP Agent' and
'DIP Lenders,' respectively) in consideration for the extension."
In addition, "In view of the current posture of these cases, it is
possible that the Debtors' emergence from chapter 11 may take place
after March 31, 2018, the current maturity date of the Existing DIP
Facility. The Eighth Amendment addresses this concern by, as
stated, extending the scheduled maturity date to June 30, 2018."
The Court scheduled a March 29, 2018 hearing to consider the
motion, with objections due by March 26, 2018, the report relayed.
About Breitburn Energy
Breitburn Energy Partners LP is engaged in the acquisition,
exploitation and development of oil and natural gas properties,
Midstream Assets, and a combination of ethane, propane, butane and
natural gasoline that when removed from natural gas become liquid
under various levels of higher pressure and lower temperature, in
the United States. Operations are conducted through Breitburn
Parent's wholly-owned subsidiary, Breitburn Operating LP, and
BOLP's general partner, Breitburn Operating GP LLC.
Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.
The petitions were signed by James G. Jackson, executive vice
president and chief financial officer.
The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq.,
at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors
hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at
Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts
counsel. The Debtors tapped Alvarez & Marsal North America, LLC,
as financial advisor; Lazard Freres & Co. LLC as investment banker;
and Prime Clerk LLC as claims and noticing agent.
An Official Committee of Unsecured Creditors been formed in the
case. The Creditors Committee retained Milbank, Tweed, Hadley &
McCloy LLP as counsel. The committee members are: (1) Transpecto
Transport Co.; (2) Wilmington Trust Company; and (3) Ronald Jay
Lichtman. The U.S. Trustee originally appointed Ares Special
Situations Fund IV, L.P. C/O Ares Management LLC; BPC UKI LP C/O
Beach Point Capital Management; and Wexford Spectrum Investors,
LLC, as members of the Creditors' Committee. The U.S. Trustee then
also appointed Transpecto Transport Co. and Wilmington Trust
Company as Committee members.
A Statutory Committee of Equity Security Holders was also formed in
the case. The Equity Committee is currently composed of seven
individual holders. The Equity Committee retained Proskauer Rose
LLP as counsel.
BRINGING GOD'S WORD: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Bringing God's Word to Life Ministries, as
of March 20, according to a court docket.
About Bringing God's Word to Life Ministries
Richmond, Virginia-based Bringing God's Word to Life Ministries
(Bankr. E.D. Va. Case No. 18-30708) Chapter 11 Petition filed Feb.
14, 2018, estimating its assets and liabilities at between $100,001
and $500,000 each. Todd Madison Ritter, Esq., at Daniels,
Williams, Tuck & Ritter serves as the Debtor's bankruptcy counsel.
BTH QUITMAN: Taps Darby Law Practice as Legal Counsel
-----------------------------------------------------
BTH Quitman Hickory LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire Darby Law Practice, Ltd.,
as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation and implementation of a plan of reorganization; and
provide other legal services related to its Chapter 11 case.
The firm's hourly rates range from $300 to $400. It received from
the Debtor a retainer of $8,857, including the filing fee.
Darby Law Practice is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Kevin A. Darby, Esq.
Tricia M. Darby, Esq.
Darby Law Practice, Ltd.
4777 Caughlin Parkway
Reno, NV 89519
Tel: (775) 322-1237
Fax: (775) 996-7290
E-mail: kad@darbylawpractice.com
About BTH Quitman Hickory
BTH Quitman Hickory LLC, based in Quitman, Mississippi, is a
privately held provider of torrefied wood pellets designed to offer
pellets of varying energy content to meet the diverse needs of
potential buyers. The company's wood pellets focuses on innovative
and renewable energy source that can be produced on a commercial
scale, enabling businesses to meet the needs of the present without
compromising the ability of future generations to meet their own
needs. BTH Quitman Hickory LLC operates as a subsidiary of New
Biomass Holding LLC.
BTH Quitman Hickory filed for Chapter 11 bankruptcy protection on
(Bankr. D. Nev. Case No. 17-51375) on Dec. 10, 2017, listing $4.22
million in total assets and $59.46 million in total liabilities.
The petition was signed by Neal Smaler, president of managing
member BTH Quitman, LLC.
Judge Bruce T. Beesley presides over the case.
Kevin A. Darby, Esq., at Darby Law Practice, serves as the Debtor's
bankruptcy counsel.
C & D FRUIT AND VEGETABLE: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 21, on March 20
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of C & D Fruit and
Vegetable Co., Inc., and its debtor-affiliates.
The committee members are:
(1) Terrence Swaford
Regional Sales Manager
Triest Ag Group, Inc.
7610 U.S. Highway 41 N.
Palmetto, FL 34221
Tel: (863) 441-1071
E-mail: tswaford@triestag.com
(2) Ana Hernandez
Regional Credit Manager
International Paper
1740 International Drive
Memphis, Tennessee 38197
Tel: (901) 419-1845
E-mail: ana.hernandez@ipaper.com
(3) Justine Masse
Pepiniere A. Masse, Inc.
256 Haut Riviere Nord
Saint-Cesaire, Quebec, CANADA JOL 1TO
Tel: (450) 469-3380
E-mail: justine@pepiniereamasse.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About C & D Fruit and Vegetable
Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc.,
and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and
vegetables, including green beans, cucumbers, peppers, squash and
strawberries. The companies are family owned and ships under the
O'Brien Family Farm label. They ship throughout the United States
and Canada.
C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb,
9, 2018. In the petition signed by Thomas M. O'Brien, president, C
& D Fruit estimated assets and debt between $1 million and $10
million.
Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter,
Riedel, Blain & Postler, P.A., serve as the Debtors' counsel.
Equity Partners HG LLC, is the investment banker.
C.R. OF ATTALLA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: C.R. of Attalla, LLC
PO Box 69
Bolingbroke, GA 31004
Business Description: C.R. of Attalla is healthcare provider in
Attalla, Alabama that operates a skilled
nursing facility.
Chapter 11 Petition Date: March 21, 2018
Case No.: 18-50546
Court: United States Bankruptcy Court
Middle District of Georgia (Macon)
Judge: Hon. James P. Smith
Debtor's Counsel: Wesley J. Boyer, Esq.
BOYER LAW FIRM, L.L.C.
348 Cotton Avenue, Ste 200
Macon, GA 31201
Tel: 478-742-6481
E-mail: wjboyer_2000@yahoo.com
Wes@WesleyJBoyer.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael E. Winget, Sr., manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/gamb18-50546.pdf
Pending bankruptcy cases of affiliates:
Debtor Petition Date Case No.
------ ------------- --------
C. R. of Shadecrest, LLC 8/15/17 17-51753
Chandler Health & Rehab Center, LLC 7/20/17 17-51550
Fairhope Health & Rehab, LLC 7/20/17 17-51551
Gordon Oaks at Greystoke, LLC 7/12/17 17-51472
Greystoke Health Systems, Ltd. 8/17/17 17-51772
Meadowbrook Extended Care, LLC 7/20/17 17-51552
Medical Management Concepts, LLC 8/15/17 17-51752
Porter Field Health & Rehab Center, LLC 6/27/17 17-51362
Ridgeview Extended Care, LLC 7/20/17 17-51553
CARTER TABERNACLE: Taps CRE Solutions as Financial Consultant
-------------------------------------------------------------
Carter Tabernacle Christian Methodist Episcopal Church Inc. seeks
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to hire a financial consultant.
The Debtor proposes to employ CRE Solutions & Analytics, LLC, to
assist with the treatment of the secured debt and to serve as a
potential expert witness.
CRE will charge $275 per hour for casework, including review of
documents, financial analysis, and correspondence; and $325 per
hour for depositions and courtroom appearances. The firm has
requested a retainer in the sum of $7,000, plus a $795
non-refundable engagement fee.
Then firm does not represent any interests adverse to the Debtor,
according to court filings.
CRE Solutions can be reached through:
Henry D. Haddock
CRE Solutions & Analytics, LLC
P.O. Box 783305
Winter Garden, FL 34778
Office: 407-443-1116
About Carter Tabernacle
Carter Tabernacle Christian Methodist Episcopal Church, Inc., also
known as Carter Tabernacle CME Church, is a Florida not for profit
corporation established in 1972 to provide ministry services to the
Washington Shores community and the surrounding communities in and
around West Colonial and John Young Parkway. The Church provides
its ministry services from a sanctuary located at 1 South Cottage
Hill Road, Orlando, FL 32805.
Carter Tabernacle filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 16-06350) on Sept. 26, 2016. In the petition signed by
Dr. James T. Morris, president/director, the Debtor estimated
assets and liabilities at $1 million to $10 million.
The Debtor tapped Ryan E. Davis, Esq. at Winderweedle, Haines, Ward
& Woodman, P.A., as the Debtor's counsel. The Debtor hired Integra
Realty Resources to appraise its property located at 1 South
Cottage Hill Road, Orlando, Florida.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
CHINA FISHERY: Ad Hoc Committee Opposes Damanzaiho Vessel Sale
--------------------------------------------------------------
BankruptcyData.com reported that China Fishery Group's ad hoc
committee of senior noteholders filed with the U.S. Bankruptcy
Court an objection to the Company's notice of sale of a non-debtor
vessel. The committee asserts, "The Court should not sanction the
Chapter 11 Trustee's proposed sale of the Damanzaihao because the
proposed sale violates the Indenture and would provide a windfall
to the Chapter 11 Trustee and CFG Peru Singapore's other
stakeholders at the expense of the Senior Noteholders, which are
SFR's only funded debt claim holders. Furthermore, to the extent
that the Court does permit the Chapter 11 Trustee to sell the
Damanzaihao, the Court should require the Chapter 11 Trustee to
cause SFR to hold any resulting cash sale proceeds in a segregated
account for the benefit of the Senior Noteholders, pending further
order of the Court. The Chapter 11 Trustee has not demonstrated the
ability or the intention to repay SFR any funds transferred to CFG
Peru Singapore on account of the Damanzaihao sale. (defining
fraudulent transfers as including transfers where 'the debtor would
incur debts that would be beyond the debtor's ability to pay'). To
the extent that the Chapter 11 Trustee seeks to transfer the
Damanzaihao sale proceeds to CFG Peru Singapore pursuant to the
Financing Order or otherwise, the Court should not sanction such
value leakage and should instead require any such proceeds to be
held in a segregated account for the benefit of the Senior
Noteholders."
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.
In the petition signed by CEO Ng Puay Yee, China Fishery Group
estimated its assets at $500 million to $1 billion and debt at $10
million to $50 million.
The cases are assigned to Judge James L. Garrity Jr.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP, as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves
as special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CJA ENERGY: Seeks Court Okay for Cash Collateral Use
----------------------------------------------------
CJA Energy Consulting, LLC, seeks authority from the U.S.
Bankrutpcy Court for the Western District of Pennsylvania to use
cash collateral.
The Debtor reveals that it owes Direct Capital the amount of
$11,587 for a loan entered into sometime in April 2017. The Debtor
believes that that Direct Capital has the first position on the
cash collateral of the Debtor through financing documents and a
recorded UCC filing with the State of Pennsylvania dated April 28,
2017.
The Debtor told the Court that it cannot operate of attempt to
reorganize if it does not have the use of cash collateral. The
Debtor believes that it can operate profitably under Chapter 11.
Further, the Debtor argued that no creditors or parties in interest
will be harmed or prejudiced by continuing to use cash collateral.
A copy of the Debtor's motion can be viewed at:
http://bankrupt.com/misc/CJAEnergyMOtion.pdf
About CJA Energy Consulting, LLC
CJA Energy Consulting, LLC, is a single member LLC that does
business as a trucking company. The company filed for Chapter 11
protection on March 13, 2018 (Bankr. W.D. Penn. Case No. 08-70168).
The company is represented by Christopher M. Frye, Esq., at Steidl
& Steinberg, P.C.
CJA ENERGY: Taps Steidl and Steinberg as Legal Counsel
------------------------------------------------------
CJA Energy Consulting, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire Steidl and
Steinberg, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Christopher Frye, Esq., the attorney who will be handling the case,
charges an hourly fee of $300. His firm received a retainer in the
sum of $5,000, plus the filing fee of $1,717.
Mr. Frye disclosed in a court filing that he and his firm are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
Steidl and Steinberg can be reached through:
Christopher M. Frye, Esq.
Steidl and Steinberg, P.C.
The Gulf Tower, Suite 2828
707 Grant Street
Pittsburgh, PA 15219
Tel: 412-391-8000
E-mail: Chris.frye@steidl-steinberg.com
About CJA Energy Consulting
CJA Energy Consulting, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-70168) on March
13, 2018. At the time of the filing, the Debtor estimated assets
and liabilities of less than $500,000. Judge Jeffery A. Deller
presides over the case.
CLAIRE'S STORES: Gets Interim OK on $135-Mil. DIP Loans
-------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
approved, on an interim basis, Claire's Stores' post-petition
financing motion. As BankruptcyData previously reported "The
Debtors request for a $135 million DIP Financing facility,
comprised of (a) a senior secured multiple-draw asset-based
revolving credit facility in an aggregate principal amount of up to
$75 million and (b) a senior secured 'last-out' term loan facility
in an aggregate principal amount of up to $60 million, of which up
to $30 million will be borrowed on an interim draw."
Citibank will serve as the D.I.P. agent; and the financing will
bear an interest rate, at Claire’s discretion, of (i) base plus
5.50% per annum for D.I.P. term loans or base plus 1.5% per annum
for D.I.P. ABL revolving loans or (ii) LIBOR plus 6.50% per annum
for D.I.P. term loans or LIBOR plus 2.5% per annum for D.I.P. ABL
revolving loans.
The Court scheduled an April 19, 2018 hearing to consider final
approval, the report relayed.
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products for
young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.
In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.
The Hon. Brendan Linehan Shannon is the case judge.
WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq.
FTI CONSULTING is the Debtors' restructuring advisors. LAZARD
FRERES & CO. LLC is the investment banker. PRIME CLERK is the
claims agent.
COBALT INT'L: Wants Exclusivity Extended Thru Aug. 11
-----------------------------------------------------
BankruptcyData.com reported that Cobalt International Energy filed
with the U.S. Bankruptcy Court a motion to extend the Company's
exclusive period to file a Chapter 11 plan and solicit acceptances
thereof through and including August 11, 2018 and October 10, 2018,
respectively.
According to BankruptcyData, the extension motion explains, "As of
the Petition Date, the Debtors had approximately $2.8 billion of
outstanding debt-funded obligations, consisting of first lien
notes, second lien notes, and senior unsecured notes. Managing a
business facing such complex issues is challenging in its own
right, and the restrictions and pressures inherent to the chapter
11 process only amplify those difficulties. Further, the Debtors
are negotiating with certain parties in interest that have taken an
active role in their chapter 11 cases, including the creditors’
committee, the U.S. Trustee, three ad hoc noteholder groups and
their respective indenture trustees, as well as parties to
litigation against the Debtors and their current and former
directors and officers."
In addition, "In spite of these complexities, the Debtors have made
substantial progress towards confirming a chapter 11 plan that will
drive value-maximizing sale and restructuring transactions. All
stakeholders benefit from continued stability and predictability
that a centralized process provides, which can only occur while the
Debtors remain the sole plan proponents. The Debtors have been in
extensive communication with all parties in interest to improve
upon the Plan to the extent possible and will continue such
discussions as they seek to build consensus ahead of confirmation.
Moreover, even if the Court approves an extension of the
Exclusivity Periods, nothing prevents parties in interest from
later arguing to the Court that cause supports termination of the
Debtors’ exclusivity should such cause arise."
The Court scheduled an April 11, 2018 hearing to consider the
motion, the report relayed.
About Cobalt International
Cobalt International Energy -- http://www.cobaltintl.com/-- is an
independent exploration and production company active in the
deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was
formed in 2005 and is headquartered in Houston, Texas.
Unable to sell assets out-of-court, Cobalt International Energy,
Inc., and five of its subsidiaries filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed
by CFO David D. Powell, the Debtors reported total assets of $1.69
billion and total debt of $3.16 billion as of Sept. 30, 2017.
The Debtors tapped Zack A. Clement PLLC as local bankruptcy
counsel; Kirkland & Ellis LLP and Kirkland & Ellis International
LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as
financial advisor and investment banker; Ernst & Young LLP as
auditor; and Kurtzman Carson Consultants LLC as claims and noticing
agent. Baker Botts LLP and Susman Godfrey LLP serve as special
litigation counsel.
An official committee of unsecured creditors was appointed in the
Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead
counsel to the Committee; Snow Spence Green LLP as local counsel;
and Conway MacKenzie, Inc., as financial advisor.
Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien
Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc
Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy
LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc
Committee of Unsecured Noteholders.
* * *
The Debtors won Court approval of a settlement with The Angolan
National Concessionaire Sociedade Nacional de Combustiveis de
Angola - Empresa Publica ("Sonangol") to resolve their disputes and
to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in
Angola to Angola's state oil company Sonangol in exchange for a
$500 million payment to the U.S. oil firm.
On March 6, 2018, the Debtors conducted an auction that raised
$577.9 million for their Gulf of Mexico assets:
($ millions)
Purchase
Buyer Asset Price
----- ----- --------
Total E&P USA, Inc./
Statoil Gulf of Mexico LLC North Platte prospect $339.0
Total E&P USA Anchor assets $181.0
W&T Offshore, Inc. Heidelberg prospect $31.1
Navitas Petroleum US, LLC Shenandoah prospect $1.8
The Debtors have filed a proposed Chapter 11 plan that contemplates
with wind down of the business and the distribution of the sale
proceeds and available cash to creditors. The Plan voting deadline
is March 28, 2018, and the Plan confirmation hearing is scheduled
for April 3. The sale transactions will also be considered at the
hearing. A copy of the explanatory disclosure statement filed
March 8, 2018, is available at:
http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf
COCHRAN BROTHERS: To Pay Unsecured Creditors in Full at 4.5%
------------------------------------------------------------
Cochran Brothers Electric Co., Inc., Cochran Holdings, Inc., and
BS&K Holding, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a disclosure statement in support of
their proposed chapter 11 plan.
CBE provides all types of electrical services, including design,
installation, repairs and troubleshooting services. CBE contracts
to perform work in industrial and commercial buildings and in
existing residences. CBE also programs and installs Logix
controllers. The company primary performs work on job sites located
within 60 miles of Gainesville, Georgia where its offices are
located.
The consolidation of the Debtors' cases will result in the pooling
of all the available assets and income for the payment of the
creditors of the Debtors. The Debtors as part of the Plan have also
reached a settlement with SummitBridge National Investments IV LLC
which provides through April 30, 2019 for the Debtors to pay-off
the Real Estate Note and Line of Credit Note. The Plan also
provides for the payment of all Allowed Claims with interest,
except for Claims held by insiders, through the continued business
operations of CBE.
All Allowed Class VIII general unsecured claims will be paid in
full with interest at the rate of 4.5% by six quarterly
installments beginning on Oct. 1, 2018 and continuing on the first
day of each calendar quarter through Oct. 1, 2020 when the
Claimants will receive a lump sum payment of the balance due.
The Reorganized Debtor will pay all Claims from the income from its
business operations.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ganb14-22059-208.pdf
About Cochran Brothers
Cochran Brothers Electric Co., Inc., Cochran Holdings, Inc. and
BS&K Property Holding, LLC, based in Gainesville, Ga., filed a
Chapter 11 petition (Bankr. N.D. Ga. Lead Case No. 14-22059) on
September 1, 2014. John A. Christy, Esq., at Schreeder, Wheeler &
Flint, LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Boyd
Stanley Cochran, president.
A list of Cochran Brothers's 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-22059.pdf
COLORADO LONESOME: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Colorado Lonesome Dove, LLC
dba Goodnight's Lonesome Dove RV Campground & Cabins
1151 SW 30th Street, Suite D
Palm City, FL 34990
Business Description: Goodnight's Lonesome Dove RV Campground &
Cabins is a recreational camp located at
180065 US Hwy 160 South Fork, CO 81154.
Goodnight's Lonesome Dove RV Campground &
Cabins has year-round family activities for
the sports enthusiast and nature lover
alike. The Camp is convenient to skiing,
hiking, fishing, horseback riding,
rafting, biking, or just relaxing. It has
10 log cabins open year-round, each with
private bathrooms and fully equipped
kitchens. It also has 37 Large, full-
hookup, RV sites that are all grassy and are
available May through Mid-November with a
full laundry and shower facility. Visit
https://is.gd/SuWgTP for more information.
Chapter 11 Petition Date: March 22, 2018
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Case No.: 18-13283
Judge: Hon. Erik P. Kimball
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
P.O. Box 3353
Orlando, FL 32802
Tel: 407-481-5800
Email: bknotice1@lseblaw.com
- and -
Daniel A Velasquez, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
111 N. Magnolia Ave., Ste 1400
Orlando, FL 32801
Tel: 407-481-5800
Fax: 407-481-5801
Email: dvelasquez@lseblaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian G. West, manager/member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flsb18-13283.pdf
CONTOURGLOBAL LP: S&P Affirms 'BB-' ICR on Portfolio Acquisition
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
ContourGlobal L.P. (CG). S&P also affirmed the 'BB' issue-level
rating on subsidiary ContourGlobal Power Holdings SA's $700 million
senior secured notes; the recovery score of '2' is unchanged. The
outlook is stable.
The affirmation stems from the recent announcement of
ContourGlobal's acquisition of a portfolio of five parabolic trough
solar assets totaling 250 MW in Spain. In general, this is a
credit-supportive acquisition. The issuer's leverage has declined,
and the additional of incremental and relatively stable EBITDA
should support this initiative. Additionally, this acquisition
increases the scale and scope of the issuer, with deconsolidated
EBITDA increasing to about $230 million and total owned capacity
eclipsing 3.5GW.
The stable outlook reflects S&P Global Ratings' expectation that
CG's portfolio of power generation assets will continue to operate
under long-term contracts with investment-grade counterparties and
generate fairly predictable cash flows to support its
holding-company debt obligations. S&P said, "We anticipate that the
close of the aforementioned acquisition would both improve scale
and increase exposure to lower-risk assets. We also expect the
company to maintain portfolio diversity in terms of percentage of
contributions from the largest one and three assets. We are
expecting the adjusted holdco debt-to-EBITDA leverage ratio to
range between 3x and 4x and holdco EBITDA to interest between 5x
and 6.2x during our two-year outlook period."
S&P said, "We would consider upgrading ContourGlobal if adjusted
holdco debt to EBITDA falls below 3x on a sustained basis or EBITDA
to interest improves well above 6x on a sustained basis; while we
don't expect both to occur concurrent with this transactions, it
could occur longer term. We would also likely need to see continued
cash flow diversification and somewhat improved scale, both
partially achieved by the transaction in question. Despite the
improved size and cash flow stability under the proposed
transaction, there is still emerging market exposure that could
limit the rating.
"A downgrade could happen if we see a falloff in distributions from
the asset portfolio, or an increase in debt at CGPH such that
adjusted holdco debt to EBITDA increases above 4x or we see EBITDA
to interest decline below 3x over our outlook period. The portfolio
is reasonably diversified by fuel, geography, and offtaker, and is
over 90% contracted. Therefore we see counterparty risk from
offtakers or governments as the most likely cause of such a
decline, with higher capital spending on new assets, a falloff in
renewable resources or operating cost escalation as other possible
causes."
CONVERGEONE HOLDINGS: S&P Alters Outlook to Pos. & Affirms 'B' CCR
------------------------------------------------------------------
ConvergeOne Holdings Inc. (f.k.a. ConvergeOne Holdings Corp.), a
systems integrator of contact center, unified communications,
Internet Protocol telephony, and network solutions, is refinancing
its current first-lien term loan with a new $650 million first-lien
term loan. Converge Holdings Inc. recently completed its IPO and
reduced its financial sponsor ownership, which S&P believes will
result in a more favorable financial policy with lower debt
tolerance.
S&P Global Ratings affirmed its 'B' corporate credit rating on
Eagan, Minn.-based ConvergeOne Holdings Inc. S&P revised the
outlook to positive from stable.
S&P said, "We also assigned our 'B' issue-level rating and '3'
recovery rating to the company's proposed $650 million first-lien
term loan B due 2025. The '3' recovery rating indicates our
expectations for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of payment default.
"At the same time, we affirmed our 'B' issue-level rating on the
company's existing senior secured credit facilities. The recovery
rating remains '3', indicating our expectation for meaningful
recovery (50%-70%; rounded estimate: 55%) in the event of payment
default.
The outlook revision reflects the company's positive operating
momentum as it realizes synergies from recent acquisitions and
generates stable organic growth as a new publicly-traded company,
while balancing the integration efforts of its merger with Forum
Merger Corp. and other recent acquisitions. S&P said, "We view the
use of the debt refinancing as leverage neutral as the company used
proceeds to refinance existing debt. However, we view the IPO
completion as a credit positive, given that it primarily used
proceeds to reduce its financial sponsor ownership under Clearlake
Capital Partners III L.P. We think the reduced financial sponsor
ownership will allow the company to adopt more credit-friendly
financial policies, with a greater commitment to reducing leverage.
Moreover, we expect the company's debt to EBITDA will improve
materially over the next year as the company realizes synergies
from recent acquisitions."
S&P said, "The positive outlook reflects our expectation that
ConvergeOne will maintain operating trends and improve free cash
flow while successfully integrating the four recent acquisitions
into the newly merged company. We expect the company to reduce
leverage from the 9x area post-transaction to the mid- to low-5x
range by year-end 2018, and to adopt a more conservative financial
policy regarding leverage tolerance.
"We could raise the rating over the next 12 months if the company
successfully integrates recent acquisitions and achieves expected
synergies such that debt to EBITDA declines to below 5x on a
sustained basis. In conjunction with this reduction in leverage,
any upgrade would be contingent on the company committing to
maintaining leverage at this lower level.
"We could revise the outlook back to stable if the company's
FOCF-to-debt declines below 5% and leverage fails to decline below
the mid-5x area, potentially driven by a deterioration in the
company's profitability, additional debt-financed acquisitions or
shareholder-friendly returns such as share buybacks or increased
dividends."
CORPORATE RESOURCE: Trustee Taps Hemming as Accounting Expert
-------------------------------------------------------------
The Chapter 11 trustee for Corporate Resource Services Inc. seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire a special accounting expert.
James Feltman, the court-appointed trustee, proposes to employ
Hemming Morse, LLP to investigate potential claims related to
audits of the businesses of CRS and its affiliates; provide
testimony and expert consulting services to assist in his
evaluation of the claims; and compile expert reports concerning the
investigation of the claims.
The firm's hourly rates are:
Partner/Principal $280 to $750
Manager $230 to $330
Staff $100 to $230
Stuart Harden, a partner at Hemming Morse, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stuart H. Harden
Hemming Morse, LLP
180 Montgomery Street, Suite 1500
San Francisco, CA 94104
Tel: 415.836.4000
Fax: 415.777.2062
About Corporate Resource Services
Corporate Resource Services, Inc., is a provider of corporate
employment and human resource solutions, headquartered in New York.
CRS leases its headquarters and does not own any real property.
About 90% of CRS shares are owned by Robert Cassera and the balance
are traded OTC.
As of Dec. 31, 2014, CRS was one of the largest employment staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars. In February 2015, CRS began an orderly wind down of
operations after discovering that TS Employment, Inc., a
privately-held company owned by Mr. Cassera, failed to remit tens
of millions of dollars of the Debtors' withholding taxes to taxing
authorities.
TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb.
2, 2015. The case is before Judge Martin Glenn. TSE tapped Scott
S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as
counsel. Realization Services Inc. serves as the Debtor's
consultant.
CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations. The CRS Debtors' cases were
transferred to New York (Bankr. S.D.N.Y. Lead Case No. 15-12329),
on Aug. 18, 2015, and assigned to Judge Glenn. CRS estimated $10
million to $50 million in assets and $50 million to $100 million in
debt.
The CRS Debtors tapped Gellert Scali Busenkell & Brown, LLC, as
bankruptcy counsel; Wilmer Cutler Pickering Hale & Dorr LLP, as
special counsel; Carter Ledyard & Milburn LLP, as special SEC
counsel; SSG Capital Advisors as financial advisors and investment
bankers; and Rust Omni LLC as claims agent.
James S. Feltman has been appointed as Chapter 11 trustee for the
CRS Debtors and for TS Employment. He has tapped Togut, Segal &
Segal LLP as counsel; and Jenner & Block LLP and Greenberg Traurig,
P.A., as special counsel; Jeffer Mangels Butler & Mitchell LLP, as
special litigation counsel.
COTY INC: S&P Assigns 'BB' Rating on New $2BB Unsecured Notes
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' senior unsecured debt rating
and '4' recovery rating to Coty Inc.'s proposed $2 billion
aggregate principal amount of U.S. dollar- and euro-denominated
senior unsecured notes. The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; rounded estimate: 30%)
in the event of a payment default. Coty will issue the notes in
four tranches: debt denominated in U.S. dollars maturing in 2026
and 2028, and euro-denominated debt maturing 2023 and 2026.
Coty intends to use the net proceeds of this offering, together
with borrowings under its new credit facilities announced March 19,
2018, to refinance its existing credit facilities and to pay
accrued interest, related premiums, and fees and expenses in
connection with the transaction.
S&P said, "All of our existing ratings on the company are
unchanged, including the 'BB' corporate credit rating and the 'BB+'
issue level rating and a '2' recovery rating on its proposed senior
secured credit facilities. We estimate that Coty's funded debt will
be about $8.0 billion at the close of the transaction. We plan to
withdraw all ratings on the existing debt once repaid."
RATINGS LIST
Coty Inc.
Corporate credit rating BB/Stable/--
Ratings Assigned
Coty Inc.
Senior Unsecured
GBP sr notes due 2023 BB
Recovery rating 4(30%)
GBP sr notes due 2026 BB
Recovery rating 4(30%)
US sr notes due 2026 BB
Recovery rating 4(30%)
US sr notes due 2028 BB
Recovery rating 4(30%)
CPI CARD: S&P Lowers CCR to 'CCC+' Due to Declining Performance
---------------------------------------------------------------
In the second half of 2017, U.S.–based financial payment card
producer CPI Card Group Inc.'s performance was weaker than S&P had
expected due to lower card volume demand and further pricing
declines.
S&P Global Ratings lowered its corporate credit rating on
Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. The
outlook is negative.
S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured credit facility to 'CCC+' from 'B-'
and revised the recovery rating to '4' from '3'. The credit
facility consists of a $40 million (undrawn) revolving credit
facility due 2020 and a $435 million ($312.5 million outstanding)
term loan due 2022, both of which are issued by CPI Acquisition
Inc., a wholly owned subsidiary of CPI. The '4' recovery rating
indicates our expectation for average (30%-50%; rounded estimate:
35%) recovery of principal for lenders in the event of a payment
default.
"The downgrade reflects our view that CPI's capital structure is
unsustainable at current levels of EBITDA. However, we do not
anticipate a default scenario over the next 12 months given that we
believe liquidity availability will be sufficient to absorb the
expected negative discretionary cash flow.
"The negative outlook reflects our view that CPI will likely
continue to face operating challenges, including declining card
volumes and card prices. As a result, leverage will remain in the
high teen percent area and cash flows will remain negative over the
next 12 months.
"We could lower the corporate credit rating again if we expect an
event of default within the next 12 months. This could occur if
operating performance continues to decline, resulting in
significant or persistent operating cash flow deficits and
liquidity shortfalls such that we believe the company would be
unable to refinance its revolving credit facility as it matures in
August 2020. We would also lower the ratings if we expect that the
company would pursue a distressed exchange.
"Although unlikely over the next 12 months, we could revise the
outlook to stable or raise the corporate credit rating if we see
meaningful improvement in the business. This would include growth
in revenues and EBITDA margins and positive cash flow generation
resulting in the company addressing its over-levered capital
structure."
CROSS-DOCK SOLUTIONS: Trustee Taps A. Atkins as Appraiser
---------------------------------------------------------
Nancy Isaacson, the Chapter 11 trustee for Cross-Dock Solutions,
LLC, seeks approval from the U.S. Bankruptcy Court for the District
of New Jersey to hire an appraiser.
The Trustee proposes to employ Alan Atkins and his firm A. Atkins
Appraisal Corporation to conduct an inventory and appraisal of its
furniture and equipment, and appraise inventory at its two
warehouses in Edison, New Jersey.
The firm's hourly rates are:
Alan Atkins $250
Senior Appraiser $200
Staff $100
Mr. Atkins disclosed in a court filing that he and his firm are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Alan Atkins
A. Atkins Appraisal Corporation
122 Clinton Road, Suite 2A
Fairfield, NJ 07004
Phone: (973) 227-1900
About Cross-Dock Solutions
Cross-Dock Solutions LLC -- http://cross-docksolutions.com/-- is a
full-service third party provider with climate controlled
warehousing and multiple compartmented less-than-load (LTL) and
truckload equipment that can accommodate chilled and frozen
products on the same refrigerated trailer. The Company also offers
cross-dock capabilities, cold chain storage and a warehouse
management solution (WMS) that can be customized to its customers'
business needs.
Cross-Dock Solutions, LLC, based in Edison, New Jersey, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 17-26993) on Aug. 22,
2017. In the petition signed by Pedro Cardenas, its managing
member, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
The Hon. Kathryn C. Ferguson presides over the case.
Patricia A. Staiano, Esq., at Hellring Lindeman Goldstein & Siegal
LLP, serves as bankruptcy counsel to the Debtor.
On Jan. 12, 2018, Nancy Isaacson was appointed the Chapter 11
trustee for the Debtor. The Court had granted Bedemco Inc.'s
motion for appointment of a Chapter 11 trustee. The Trustee
retained Greenbaum Rowe Smith & Davis LLP, as attorney.
CRYSTAL ENTERPRISES: Court Denies 4th Amended Plan Disclosures
--------------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland issued an order denying approval of Crystal
Enterprises, Inc.'s fourth amended disclosure statement dated Jan.
15, 2018. The Debtor is directed to file an amended Disclosure
Statement on or before April 4, 2018.
The Fourth Amended Plan provides for a total of seven classes: two
classes of Secured Claims; two classes of Priority Unsecured
Claims; one class of General Unsecured Claims; and two classes of
Equity Security Holders.
Unsecured creditors holding allowed claims will receive
distributions, which the proponent of the Plan has valued at
approximately fifteen cents ($0.15) on the dollar. The Plan also
provides for the payment of administrative and priority claims. All
Administrative Claims will be paid in full on the effective date of
this Plan.
There are two Priority Tax Claims provided under this Plan.
Priority tax claims are unsecured income, employment, and other
taxes described by Section 507(a)(8) if the Code. Unless the
holder of a Section 507(a)(8) priority tax claim agrees otherwise,
it must receive the present value of the claim, in regular
installments paid over a period not exceeding 5 years from the
order of relief.
The Internal Revenue Service priority tax claim will be paid in
full through equal monthly installments with interest at 3% per
annum concluding with a final payment no later than 60 months from
the date the Plan of Reorganization is confirmed. The priority tax
claim of Prince Georges County will be paid in full through equal
monthly installments with interest at 20% per annum concluding with
a final payment no later 60 months from the date the Plan of
Reorganization is confirmed.
A full-text copy of the Fourth Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/mdb16-22565-265.pdf
A redlined version of the Fourth Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/mdb16-22565-248.pdf
About Crystal Enterprises
Crystal Enterprises, Inc. is in the business of operating a food
service company and is located in Glenn Dale, Maryland.
Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case
No. 16-22565), on Sept. 19, 2016. The petition was signed by
Sandra Thurman Custis, president. The case is assigned to Judge
Wendelin I. Lipp. At the time of filing, the Debtor disclosed
total assets of $114,844 and total liabilities of $3.36 million.
The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law
Office of Rowena N. Nelson, LLC.
No trustee, examiner or official committees has been appointed.
DANNYS ATHENS: Taps Morrison Tenenbaum as Legal Counsel
-------------------------------------------------------
Dannys Athens Diner Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Morrison
Tenenbaum, PLLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; take the necessary legal
steps to confirm and consummate a plan of reorganization for the
Debtor; and provide other legal services related to its Chapter 11
case.
The firm's hourly rates are:
Lawrence Morrison $525
Associates $380
Paraprofessionals $175
Morrison-Tenenbaum received an initial retainer fee of $10,000 from
the Debtor.
Lawrence Morrison, Esq., a partner at Morrison Tenenbaum, disclosed
in a court filing that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence F. Morrison, Esq.
Morrison Tenenbaum, PLLC
87 Walker Street, Floor 2
New York, NY 10013
Email: lmorrison@m-t-law.com
About Dannys Athens Diner
Dannys Athens Diner Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-40632) on Feb. 1,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million. Judge
Elizabeth S. Stong presides over the case.
DATACONNEX LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Dataconnex, LLC as of March 21, according to
a court docket.
About Dataconnex LLC
Dataconnex, LLC -- http://dataconnex.com/-- is a privately held
company in Brandon, Florida that offers advanced telecommunication
solutions, from internet and data to voice services. DataConnex was
founded to meet the needs of small to medium size businesses, with
three offices throughout the Southeast.
Dataconnex, LLC, based in Brandon, FL, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 18-01069) on Feb. 14, 2018. In the
petition signed by William R. Blahnik, manager, the Debtor
disclosed $4.18 million in assets and $19.07 million in
liabilities. Samantha L. Dammer, Esq., at Tampa Law Advocates,
P.A., serves as bankruptcy counsel to the Debtor.
DE NOVO IMPORTS: Taps Scura Wigfield as Legal Counsel
-----------------------------------------------------
De Novo Imports, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Scura, Wigfield,
Heyer, Stevens & Cammarota, LLP as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates are:
Partners $425
Associates $375
Paralegals $175
David Stevens, Esq., at Scura Wigfield, disclosed in a court filing
that he and his firm are "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
David L. Stevens, Esq.
Scura, Wigfield, Heyer, Stevens & Cammarota, LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: 973-696-8391
Email: dstevens@scuramealey.com
About De Novo Imports
De Novo Imports, Inc. -- http://www.denovoimports.com/-- is a
fashion accessories supplier in Secaucus, New Jersey. It designs
six different lines of jewelry that cater to the fashion needs and
tastes of wide array of consumer segments. De Novo Imports began
as a small family business in 2002.
De Novo Imports sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 18-13487) on Feb. 23, 2018.
In the petition signed by Min Sun Kim, president, the Debtor
estimated assets of less than $1 million and liabilities of $1
million to $10 million.
Judge John K. Sherwood presides over the case.
SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP, is the Debtor's
counsel.
DE NOVO IMPORTS: Taps Young Dong Kim as Accountant
--------------------------------------------------
De Novo Imports, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Young Dong Kim, CPA,
P.C. as its accountant.
The firm will assist the Debtor in preparing its tax returns and
financial statements; evaluate its financial condition; analyze its
financial records; and prepare its monthly operating reports.
The firm's partners and officers charge $180 per hour while staff
accountants charge $80 per hour for their services.
Young Dong Kim, a certified public accountant, disclosed in a court
filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Young Dong Kim
Young Dong Kim, CPA, P.C.
43 West 33rd Street, Suite 403
New York, NY 10001
About De Novo Imports
De Novo Imports, Inc. -- http://www.denovoimports.com/-- is a
fashion accessories supplier in Secaucus, New Jersey. It designs
six different lines of jewelry that cater to the fashion needs and
tastes of wide array of consumer segments. De Novo Imports began
as a small family business in 2002.
De Novo Imports sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 18-13487) on Feb. 23, 2018.
In the petition signed by Min Sun Kim, president, the Debtor
estimated assets of less than $1 million and liabilities of $1
million to $10 million.
Judge John K. Sherwood presides over the case.
SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP, is the Debtor's
counsel.
DERRICK PUGH: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: Derrick Pugh, Inc.
7215 Maddox Road
Lithonia, GA 30058
Business Description: Derrick Pugh, Inc. is a trucking and
transport company in Lithonia, Georgia
that transports goods, cargo, and other
commercial, agricultural, industrial, and
construction products. Established in 1997,
the Company has all kinds of transport
equipment including framed trailers, asphalt
tankers, and tandem dump trucks.
http://www.derrickpughtrucking.com/
Chapter 11 Petition Date: March 19, 2018
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Case No.: 18-54668
Judge: Hon. Paul Baisier
Debtor's Counsel: Will B. Geer, Esq.
WIGGAM & GEER, LLC
333 Sandy Springs Circle, NE
Suite 225
Atlanta, GA 30328
Tel: (678) 587-8740
Fax: (404) 287-2767
E-mail: wgeer@wiggamgeer.com
Total Assets: $1.45 million
Total Liabilities: $1.38 million
The petition was signed by Derrick Pugh, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six largest unsecured creditors is available
for free at: http://bankrupt.com/misc/ganb18-54668.pdf
DULUTH TRAVEL: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Duluth Travel, Inc.
2860 Peachtree Industrial Boulevard, Suite 1000
Duluth, GA 30097
Business Description: Duluth Travel -- http://duluthtravel.com--
is a full service travel agency providing
corporate, leisure, government and incentive
travel services for more than 24 years.
The Company is a small business based in
Atlanta, Georgia with offices throughout the
United States including Hawaii and Alaska.
Duluth Travel is affiliated with Worldspan,
SABRE, Deem Work Fource and Concur Travel.
Duluth Travel is a privately held travel
company founded in 1993 by Arthur Salus.
Chapter 11 Petition Date: March 22, 2018
Case No.: 18-54894
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Hon. James R. Sacca
Debtor's Counsel: Anna Mari Humnicky, Esq.
Gus H. Small, Esq.
COHEN POLLOCK MERLIN & SMALL, PC
Suite 1600
3350 Riverwood Parkway
Atlanta, GA 30339
Tel: 770-858-1288
Fax: 770-858-1277
E-mail: ahumnicky@cpmas.com
Debtor's
Accountant: ALAN SALUS
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Arthur D. Salus, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/ganb18-54894.pdf
DYNEGY INC: Egan-Jones Hikes Sr. Unsecured Ratings to B+
--------------------------------------------------------
Egan-Jones Ratings Company, on March 13, 2018, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Dynegy Inc./Old to B+ from B.
Dynegy Inc. provides electricity to markets and customers
throughout the United States. The Company's sell electric energy,
capacity and ancillary services on a wholesale basis from its power
generation facilities.
EMERALD GRANDE: Files Chapter 11 Plan of Liquidation
----------------------------------------------------
Emerald Grande, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of West Virginia a disclosure statement to
accompany its proposed plan of liquidation.
After filing its petition initiating its chapter 11 case, the
Debtor determined that it had not been billing its tenants at the
Kanawha Landing Property for actual amounts of real estate taxes,
insurance, and common area maintenance as required under the
leases. After consultation with First Bank of Charleston, on April
17, 2017, Debtor transmitted invoices to the tenants of the Kanawha
Landing Property for additional rent as follows: Verizon,
$15,494.96; La Carreta, $63,712.52; and Fujiyama, $99,402.83.
As the unpaid real estate taxes relating to the Kanawha Landing
Property constitute a lien against that property, First Bank
approached EG, and proposed to advance funds to pay these
pre-petition unpaid real estate taxes, and add the amount of those
taxes to its existing loan to the Debtor. EG agreed to this
proposal, and First Bank, in fact, advanced funds to pay the
pre-petition property taxes on the Kanawha Landing Property and the
Kanawha City Property, and added those amounts to its existing
loan. However, the Debtor did not file a motion under Bankruptcy
Code section 364 seeking Bankruptcy Court approval of post-petition
financing outside the ordinary course of business, and no notice of
this post-petition loan was given to unsecured creditors in the
Case.
As of this date, EG has undertaken the following with respect to
its claims against the tenants of the Kanawha Landing Property:
* EG has reached a settlement with La Carreta under which it
agreed to pay EG a total of $60,000, as follows: (a) credit for
$5,000 already paid; (b) starting 9/15/2017, a payment of $2,000
per month for 26 months; and (c) one final payment of $1,000. This
payment is being made directly to and for the benefit of First
Bank.
* EG reached a settlement with the predecessor of Conway
Communications (which operates a Verizon Wireless Store at the
Kanawha Landing Property), which obligated it to pay a total of
$12,000, in three payments of $5,000, $5,000, and $2,000 per month
to EG. This obligation has been fully paid under this settlement
agreement. These funds have also been paid directly to First Bank.
* EG filed a civil action against the owners of the Fujiyama,
which was pending in the Circuit Court of Kanawha County.
Thereafter, counsel for the owners of Fujiyama contacted counsel
for the Debtor, and the parties agreed to dismiss this action
without prejudice, while they negotiate the terms of repayment of
the additional amounts due for taxes, insurance and CAM fees.
All proceeds from the Tenant Settlements are being paid to or will
be paid to First Bank, to repay the "Additional Real Estate Tax
Loan."
After any objections to the General Unsecured Claims have been
resolved, all Class 5 Allowed General Unsecured Claims will be paid
pro rata, to the extent that there is any cash remaining after
payment of all priority claims in the Case. Estimated recovery for
this class is unknown.
The sources of funding for the Plan are:
(1) income from the operation of the Elkview Hotel, until it is
sold;
(2) income from the operation of the Summersville Hotel, until
it is sold;
(3) monthly Rent Income from the Kanawha Landing Property, until
it is sold;
(4) Net Proceeds from the sale of the Elkview Hotel and related
assets as a going-concern;
(5) Net Proceeds from the sale of the Summersville Hotel and
related assets as a going concern;
(6) Net Proceeds from the sale of the Kanawha Landing Property
and related assets;
(7) Net Proceeds from the sale of the Kanawha City Property
adjacent to the Kanawha Landing Property;
(8) monthly settlement payments received from Loma Brothers
under the Tenant Settlement relating to unpaid real estate taxes
for the La Carreta in the Kanawha Landing Property, which are being
paid directly to First Bank in repayment of the Additional Real
Estate Tax Loan; and
(9) settlement payments to be received from Zhen Yu Weng and Fa
Fa Corporation, relating to unpaid real estate tax contributions
under the lease at the Kanawha Landing Property, which will be
assigned to First Bank in repayment of the Additional Real Estate
Tax Loan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wnvb1-17-00021-333.pdf
About Emerald Grande
Emerald Grande, LLC, owns and operates two hotel properties, the La
Quinta Inn and Suites adjacent to the Elkview Crossings Shopping
Mall, in Elkview, West Virginia; and the La Quinta Inn and Suites
adjacent to the Merchants Walk Shopping Mall, in Summersville, West
Virginia. It also owns a real estate development in Charleston
(Kanawha City), West Virginia.
Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case
No. 17-00021) on Jan. 11, 2017. The petition was signed by William
A. Abruzzino, managing member. The case is assigned to Judge
Patrick M. Flatley.
The Debtor estimated assets and liabilities at $10 million to $50
million at the time of the filing. The Debtor is represented by
Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC. The Debtor
employs Woomer, Nistendirk & Associates PLLC as accountant; and
Realcorp, LLC as broker, with Jon Cavendish serving as the listing
agent, to market and sell its property in Kanawha County, West
Virginia.
No official committee of unsecured creditors has been appointed.
ENID LAKESIDE: Plan Outline Hearing Moved to May 2
--------------------------------------------------
In a notice, the hearing to consider the disclosure statement filed
by Enid Lakeside Grocery, LLC has been rescheduled to May 2, 2018
at 10:30 a.m.
The rescheduled hearing will be held at Oxford Federal Building,
911 Jackson Avenue, Oxford, MS 38655.
About Enid Lakeside Grocery
Enid Lakeside Grocery, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Miss. Case No. 17-10248) on Jan. 25, 2017. The
Petition was signed by Lawrence T. Moore, managing member. The
Debtor is represented by Robert Gambrell, Esq., at Gambrell &
Associates, PLLC. At the time of filing, the Debtor had estimated
both assets and liabilities ranging from $100,000 to $500,000. The
case is assigned to Judge Jason D. Woodard.
FINISAR CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
------------------------------------------------------------
Egan-Jones Ratings Company, on March 13, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Finisar Corporation to BB+ from BBB-.
Based in Sunnyvale, California, Finisar Corporation is a
manufacturer of optical communication components and subsystems. In
2008, Finisar merged with Optium Corporation.
FLAMINGO FUNDING: May Obtain DIP Financing
------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York has entered an agreed order
authorizing Flamingo Funding, Inc., to obtain DIP financing.
The funds will be provided by HVW to the Debtor pursuant to the DIP
Financing and are allowable under 11 U.S.C. Section 503(b)(1) as an
administrative expense of the estate.
Miller Ave. Funding, LLC, filed a limited objection to the DIP
Financing.
As a condition to the closing of the DIP Financing with HVW, the
Debtor is hereby authorized and shall make payment to Miller
Funding in an amount and as agreed to between the Debtor and Miller
Funding, but not less than as set forth in certain payoff letter.
In the event that the Closing does not occur on or before April 6,
2018, then the Property will be immediately noticed for an auction
sale pursuant to Bankruptcy Code Section 363(b), with Miller
Funding afforded all of the rights of a secured creditor pursuant
to Bankruptcy Code § 363(k);
A copy of the court order is available at:
http://bankrupt.com/misc/nyeb17-46554-28.pdf
About Flamingo Funding
Based in Brooklyn, New York, Flamingo Funding, Inc., is a Single
Asset Real Estate (as defined in 11 U.S.C. Section 101(51B))
debtor. Its principal assets are located at 766 Miller Avenue, in
Brooklyn, New York.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-46554) on Dec. 6, 2017, estimating its assets
at between $1 million and $10 million and its liabilities at
between $500,000 and $1 million. The petition was signed by Mr.
Kennedy George, president. Judge Nancy Hershey Lord presides over
the case.
GENON ENERGY: Seeks Exclusivity Extension Thru Dec. 14
------------------------------------------------------
BankruptcyData.com reported that GenOn Energy filed with the U.S.
Bankruptcy Court a second motion to extend exclusive period during
which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including Dec. 14, 2018 and Feb.
14, 2019, respectively.
The extension motion explains, "The Confirmation Order highlights
numerous items necessary for the successful execution and
implementation of the Plan, including the NRG Settlement Agreement,
the GenMA Settlement Agreement, and the consummation of certain
Third-Party Sale Transactions and other transactions contemplated
by the RSA, among others. The Debtors continue to work in good
faith to implement each of the foregoing. The Debtors have not
only made significant progress toward reorganization, but, in fact,
have taken substantial steps towards achieving significant
milestones required before emergence, as contemplated in the RSA,
Confirmation Order, and Plan."
The motion continues, "Nonetheless, given that the Plan has not yet
become effective, cause exists to extend the Exclusivity Periods
out of an abundance of caution. The Debtors submit that an
extension to the statutory limit on the Exclusivity Periods is
appropriate. The date on which the Plan will go effective is
difficult to predict, and the relief requested will prevent
successive motion practice."
The Court scheduled an April 11, 2018 hearing to consider the
motion, according to BankruptcyData.
About GenOn Energy
GenOn Energy, Inc., is a wholesale power generation corporation
with 15,394 megawatts in generating capacity, operating operate 32
power plants in eight states. GenOn is subsidiary of NRG Energy
Inc., which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on Dec. 3,
2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
NRG, through a wholly-owned subsidiary, and GenOn completed a
stock-for-stock merger in a $6 billion deal, with GenOn continuing
as the surviving company on December 14, 2012. NRG, as
consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition. The
Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Credit Suisse Securities (USA) LLC serves as GenOn Energy's
financial advisor and investment banker.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
GENTLEPRO HOME: Auction of Stock Set for April 5
------------------------------------------------
Pursuant to an order of the United States Bankruptcy Court for the
Northern District of Illinois, an auction will be held for the
stock of Debtor Gentlepro Home Health Care, Inc., Case No. 17 B
11377 on April 5, 2018 at 9:00 a.m. at 53 West Jackson St., Suite
1334, Chicago, Illinois.
For instructions on how to bid at the auction, check the bankruptcy
court docket or contact the Debtor's counsel, Joshua Greene at
630-510-0000.
As reported by the Troubled Company Reporter, Judge Janet S. Baer
of the U.S. Bankruptcy Court for the Northern District of Illinois
is set to hold a hearing on April 5, 2018, at 10:00 a.m., to
consider the adequacy of Gentlepro's disclosure statement in
support of its chapter 11 plan of reorganization dated Jan. 31,
2018.
According to the TCR, unsecured creditors will be paid 10% of their
claims at the rate of $481 per month for a period of 60 months.
Payments and distributions under the plan will be funded by the
continuing operations of the debtor. The Debtor shall act as
disbursing agent under the plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb17-11377-72.pdf
About Gentlepro Home Health Care
Gentlepro Home Health Care, Inc., provides home health care
services, including nursing and rehabilitation therapy to
individuals throughout the Chicagoland area. Due to complications
and delay in receiving Medicare payments, and lawsuits initiated by
two of its creditors, it was forced to file bankruptcy.
Gentlepro filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-11377) on April 11, 2017. In the petition signed by Edith
Querubin, president, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000.
The case is assigned to Judge Janet S. Baer.
Joshua D. Greene, Esq., at Springer Brown, LLC, is the Debtor's
counsel.
GMB LIGHTING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: GMB Lighting and Trading LLC
2981 Center Port Cir # 2A
Pompano Beach, FL 33064-2134
Business Description: GMB Lighting and Trading LLC --
https://www.gmblightingled.com --
is a lighting company specializing in custom
fixtures for hospitality, commercial &
residential applications. GMB Lighting
offers the latest lighting technology such
as LEED certified and CCT (color changing
temperature). The Company is headquartered
in Pompano Beach, Florida.
Chapter 11 Petition Date: March 22, 2018
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Case No.: 18-13294
Judge: Hon. John K Olson
Debtor's Counsel: Chad T Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
330 N Andrews Ave #450
Ft Lauderdale, FL 33301
Tel: 954-765-3166
Fax: 954-756-7103
Email: Chad@cvhlawgroup.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Boiteau, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flsb18-13294_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb18-13294.pdf
GOOD CLOTHING: Taps Simon Resnik Hayes as Legal Counsel
-------------------------------------------------------
Good Clothing, Inc., seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Simon Resnik Hayes
LLC as its legal counsel.
The firm will advise the Debtor regarding matters of bankruptcy
law; conduct examinations of witnesses and claimants; assist in the
preparation and implementation of a bankruptcy plan; and provide
other legal services related to its Chapter 11 case.
The Debtor paid the firm an initial retainer fee of $50,000 from
its funds.
Roksana Moradi-Brovia, Esq., at Simon Resnik, disclosed in a court
filing that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
M. Jonathan Hayes, Esq.
Matthew D. Resnik, Esq.
Roksana D. Moradi-Brovia, Esq.
Simon Resnik Hayes LLC
15233 Ventura Blvd., Suite 250
Sherman Oaks, CA 91403
Tel: (818) 783-6251
Fax: (818) 827-4919
E-mail: jhayes@SRHLawFirm.com
matthew@SRHLawFirm.com
roksana@SRHLawFirm.com
About Good Clothing
Good Clothing, Inc. -- https://www.gslovesme.com/ -- owns and
operates twenty-eight retail stores throughout the greater Los
Angeles area selling primarily women's clothing, shoes, cosmetics,
fashion jewelry, hats and other related items.
Good Clothing filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 18-12496) on March 7, 2018. At the time of its filing,
the Debtor revealed bank accounts amounting to $21,200 with
inventory having a present value of $1.3 million. As of the
Chapter 11 filing, the Debtor revealed that it owes secured
creditor Open Bank approximately $1,417,000. The Debtor tapped
Simon Resnik Hayes LLC as its bankruptcy counsel.
GULLS PROPERTY: Taps Broege Neumann as Legal Counsel
----------------------------------------------------
Gulls Property, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Broege, Neumann, Fischer &
Shaver, LLC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation and implementation of a plan of reorganization; and
provide other legal services related to its Chapter 11 case.
The firm's hourly rates are:
Timothy Neumann $590
Peter Broege $590
Associates $275
Paralegals $100
Timothy Neumann, Esq., a member at Broege Neumann, disclosed in a
court filing that he and his firm are "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Timothy P. Neumann, Esq.
Broege, Neumann, Fischer & Shaver, LLC
25 Abe Voorhees Drive
Manasquan, NJ 08736
Phone: (732) 223-8484
E-mail: tneumann@bnfsbankruptcy.com
About Gulls Property
Gulls Property, Inc., a company based in Hoboken, New Jersey,
listed its business as single asset real estate (as defined in 11
U.S.C. Section 101(51B)).
Gulls Property sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 18-15034) on March 15, 2018. In the
petition signed by Nirav B. Patel, president, the Debtor estimated
assets and liabilities of $1 million to $10 million.
Judge John K. Sherwood presides over the case.
HARDES PARTNERSHIP: Wants to Use Cash Collateral to Buy Seeds
-------------------------------------------------------------
Hardes Partnership asks permission from the U.S. Bankruptcy Court
for the District of South Dakota to use cash collateral.
The Debtor told the Court that the cash collateral proposed to be
used includes $9,150 from its checking account. It also included
post-petition proceeds of the Debtor’s 2017 grain crop, which it
will sell and projects sales to amount to $726,276. Sandton Credit
Solutions Master Fund III, LP, and Swenson Partnership claim a
secured interest in the cash collateral.
The Debtor said that its attorney of record has contacted counsel
of record for secured creditors with Sandtron Credit indicating
that it plans to object to the motion. Swenson Partnership
meanwhile, as of March 14, 2018, has neither agreed nor refused to
the use of cash collateral.
The Debtor argued that the secured creditors claiming an interest
in the cash collateral are both adequately protected by the value
of Debtor’s assets and pursuant to cross-collateralization
agreements with Hardes Holding, LLC wherein the pre-filing secured
creditors hold real estate mortgages on real property owned by
Hardes Holding, LLC which value is scheduled at $20,331,100 and the
claims of said creditors total approximately $12.35 million.
The secured creditors will retain the positions currently held and
Debtor agrees to keep the collateral insured and to maintain the
collateral in its present condition.
The Debtor also asks the Court for final authorization to use
$701,106 in cash collateral, by March 31, 2018, or shortly
thereafter to pay for seed and other crop inputs and be prepared to
commence filed work by said date, weather permitting. These funds
are crucial to maintain operations uninterrupted. The Debtor
revealed that if it is unable to purchase seed, chemical and other
inputs, pay machinery leases and to otherwise adequately prepare
for spring planting in the time projected, its farming operation
could be unable to operate as projected for 2018.
A copy of the Debtor’s Motion can be viewed at:
http://bankrupt.com/misc/HardesPartnershipMotion.pdf
About Hardes Partnership
Hardes Partnership is a privately-held company in the crop farming
industry located in Miller, South Dakota. Its gross revenue
amounted to $974,721 in 2017 and $1.88 million in 2016.
Hardes Partnership sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.D. Case No. 18-30011) on March 8,
2018. Wade Hardes, managing partner, signed the petition.
At the time of the filing, the Debtor disclosed $1.03 million in
assets and $11.33 million in liabilities.
Judge Charles L. Nail, Jr. presides over the case.
HOUSE MOSAIC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Karia Y WM Houston, Ltd., as of March 20,
according to a court docket.
About House Mosaic Holdings
House Mosaic Holdings, LLC, headquartered in Houston, Texas, listed
itself as a Single Asset Real Estate. The Debtor filed for Chapter
11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-30473) on
Feb. 5, 2018, estimating its assets and liabilities at between $1
million and $10 million. The petition was signed by Amelia Jarmon,
managing member.
Judge Jeff Bohm presides over the case.
Margaret Maxwell McClure, Esq., at Law Office Of Margaret M.
McClure serves as the Debtor's bankruptcy counsel.
IHEARTMEDIA INC: U.S. Trustee Forms 7-Member Committee
------------------------------------------------------
The Office of the U.S. Trustee for Region 7 on March 21 appointed
seven creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of iHeartMedia, Inc. and its
affiliates.
The committee members are:
(1) Delaware Trust Company
Attn: Sandra E. Horwitz
251 Little Falls Drive
Wilmington, DE 19808
Tel: 302-636-5860
Fax: 302-636-8666
Email: shorwitz@delawaretrust.com
Counsel: Norton Rose Fulbright US, LLP
Christy Rivera, Esq.
1301 Avenue of the Americas
New York, NY 10019
Tel: 212-408-5530
Fax: 646-710-5530
Email: christy.rivera@nortonrosefulbright.com
(2) Wilmington Savings Fund Society, FSB
Attn: Patrick J. Healy
WSFS Bank Center
200 Delaware Avenue
Wilmington, DE 19801
Tel: 302-888-7420
Email: phealy@wsfsbank.com
Counsel: Pryor Cashman LLP
Seth H. Lieberman, Esq.
7 Times Square
New York, NY 10036-6569
Tel: 212-421-4100
Fax: 212-326-0806
Email: slieberman@pryorcashman.com
(3) The Nielsen Company (US), LLC
Nielsen Audio, Inc.
Attn: Jessica S. Jiang
85 Broad Street
New York, NY 10004
Tel: 646-654-8872
Email: jessica.s.jiang@nielsen.com
Counsel: McGuireWoods LLP
K. Elizabeth Sieg, Esq.
800 East Canal Street
Richmond, VA 23219
Tel: 804-775-1137
Fax: 804-775-1061
Email: bsieg@mcguirewoods.com
(4) SoundExchange, Inc.
Attn: Brieanne Jackson
733 10th Street, NW, 10th Floor
Washington, DC 20001
Tel: 202-696-1847
Fax: 202-640-5883
Email: bjackson@soundexchange.com
Counsel: Pepper Hamilton LLP
Evelyn J. Meltzer, Esq.
Hercules Plaza, Suite 5100
1313 N. Market Street
Wilmington, DE 19899
Tel: 302-777-6532
Fax: 302-421-8390
Email: meltzere@pepperlaw.com
(5) Warner Music Inc.
Attn: Jessica Goldenberg
1633 Broadway, 8th Floor
New York, NY 10019
Tel: 212-275-1253
Email: jessica.goldenberg@wmg.com
Counsel: Morris, Manning & Martin, LLP
Frank W. DeBorde, Esq.
1600 Atlanta Financial Center
3343 Peachtree Rd. NE
Atlanta, GA 30326
Tel: 404-504-7714
Fax: 404-365-9532
Email: fwd@mmmlaw.com
(6) Spotify USA, Inc.
Attn: Steven Kim
45 W. 18th Street
New York, NY 10011
Tel: 917-969-9403
Email: stevek@spotify.com
(7) Univision Communications, Inc.
Attn: Lan Nguyen, Esq.
Glenn Dryfoos, Esq.
605 Third Avenue, 25th Floor
New York, NY 10158
Tel. 212-455-5248/305-471-1660
Email: lnguyen@univision.net
Email: gdryfoos@univision.net
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities and a total
stockholders' deficit of $11.67 billion.
Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia,
Moelis & Company is serving as the Company's investment banker, and
Alvarez & Marsal is serving as the Company's financial advisor.
Prime Clerk LLC is the claims agent and maintains the Web site
https://cases.primeclerk.com/iHeartMedia
Other Professionals
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.
The ad hoc group of Term Loan Lenders is represented by Arnold &
Porter Kaye Scholer LLP as counsel; and Ducera Partners as
financial advisor.
The Legacy Noteholder Group is represented by White & Case LLP as
counsel.
The Debtors' equity sponsors are represented by Weil, Gotshal &
Manges LLP as counsel.
INCYTE CORP: Egan-Jones Withdraws 'BB' Sr. Unsec. Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 12, 2018, withdrew the 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Incyte Corp.
Incyte, Corp. is an American pharmaceutical company based in
Alapocas, Delaware. The company was founded in Palo Alto,
California in 1991 and went public in 1993.
INGEVITY CORP: Fitch Affirms 'BB' Longterm IDR; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Ingevity Corporation's (NYSE: NGVT)
Long-Term Issuer Default Rating (IDR) at 'BB'.
The Rating Outlook is Stable.
On May 16, 2016, Ingevity Corp. spun off from WestRock Co. The
rating reflects Ingevity's modest size, strong margins owing to
technological and market leadership in activated carbon for auto
emissions control, and modest leverage. The Stable Rating Outlook
reflects Fitch's view that the company will de-leverage to a funds
from operations (FFO) net leverage below 3.0x following the
acquisition of Georgia-Pacific's pine chemicals business.
KEY RATING DRIVERS
ACQUISITION TO INCREASE LEVERAGE: Ingevity acquired
Georgia-Pacific's pine chemicals business in March 2018 for $310
million in cash using cash on hand to fund the purchase price. The
business had 2017 sales of $108 million and EBITDA of $31 million.
The acquisition is expected to add scale, additional sources of
crude tall oil, complementary products, $11 million in logistics
and manufacturing synergies, and tax benefits.
Fitch believes total debt to EBITDA will be 2.9x at the end of
2018, but would drop below 2.5x by the end of 2020. Fitch expects
FFO-adjusted net leverage to drop below 3.0x by the end of 2020.
ACTIVATED CARBON GROWTH FUNDAMENTALS: Volume in the Performance
Materials segment is driven by gasoline vapor emissions regulation
and gasoline powered automobile production. The company has very
high market share and technology leadership, which should enable
segment EBITDA margins to be sustained over 35%. Regulations are
already in place in the U.S. and Canada to phase in control systems
that make more use of higher margin activated carbon, and other
regions are expected to follow over time.
The company completed a $100 million manufacturing facility in
Zhuhai, China in the fourth quarter of 2015 to take advantage of
future growth in the region and for exports. The facility is
running at 30% capacity currently. Existing capacity should support
projected growth through 2019, when spending on additional capacity
may be required.
CHALLENGES TO TALL OIL BUSINESS: The drop in oil prices pressured
Ingevity's Performance Chemicals segment, which sells chemicals
derived from co-products of the kraft paper pulping process and
competes with products derived from petroleum to some degree.
Current capacity utilization is in the 80% range, compared with
100% in 2013 and 2014.
The oil field technologies end-market, including well service
additives, suffered from reduced domestic production. Fitch expects
the oil field technologies business to continue to recover slowly.
The pavement technologies end-market benefits from specific
characteristics to extend road life and reduce energy usage and
should benefit from any increase in infrastructure spending. Ink
resins suffers from reduced print related to electronic delivery of
written material.
SHORT STAND-ALONE HISTORY: The company has only been public since
May 16, 2016. However, the company does have a long operating
history and scant environmental or pension exposure. The transition
of Ingevity from corporate services previously supplied by WestRock
Co. has largely been completed.
SHARE-REPURCHASE PROGRAM: On Feb. 20, 2017, Ingevity's board
authorized the repurchase of up to $100.0 million of common stock.
As of Dec. 31, 2017, the company repurchased $6.6 million, which
leaves $93.4 million remaining available for repurchase. The
program is fully discretionary and Fitch believes purchases will be
modest at roughly $5 million per year and balanced with other
capital priorities.
DERIVATION SUMMARY
Ingevity Corp. is smaller than issuers with credit opinions in the
bb* category such as Axalta Coatings Systems, Ltd, Ashland Global
Holdings, Inc. and W.R.Grace & Co., but has a conservative capital
structure. Ingevity's FFO net leverage is expected to trend below
3x compared to 'BB' category medians of 3.4x.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Performance Chemicals revenues grow with the acquisition of
Georgia-Pacific's pine oil chemicals business in 2018 and 2%
per year thereafter;
-- Performance Materials revenues grow at 3% in 2018 and 12% per
year on average thereafter;
-- Operating EBITDA margins at about 25% on average;
-- Capex at about 1.8x depreciation and amortization levels per
year on average;
-- No Dividends;
-- Share repurchases of about $5 million per year;
-- Acquisition of Georgia-Pacific's pine oil chemicals occurs in
the beginning of 2018 upon disclosed terms.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Recovery in the Performance Chemicals segment resulting in
segment EBITDA sustainably higher than $100 million and
segment EBITDA margins of at least 16%;
-- FFO net leverage sustainably below 2.5x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Deterioration in Performance Materials segment EBITDA margins
to below 35% on average;
-- Consolidated EBITDA margins sustained below 20%;
-- FFO net leverage sustainably above 3.0x on average.
LIQUIDITY
Sufficient Liquidity: The August 2017 amendment bolstered liquidity
by increasing the term loan by $75 million to $375 million and the
revolver by $150 million to $550 million, and extended the maturity
of the facilities by one year to May 2022 from May 2021. At Dec.
31, 2017, pro forma for the issue of $300 million of senior
unsecured notes in January and the acquisition of Georgia-Pacific's
pine chemicals business, cash on hand was $67 million and the
revolver was undrawn (utilized for $1.8 million in LOC).
FULL LIST OF RATING ACTIONS
Fitch affirms the following ratings:
Ingevity Corp.
-- Long-term IDR at 'BB';
-- Senior secured revolving credit facility at 'BB+'/'RR1';
-- Senior secured term loan at 'BB+'/'RR1';
-- Senior unsecured debt at 'BB'/'RR4'.
INOVALON HOLDINGS: Moody's Assigns B2 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating (PDR) for Inovalon
Holdings, Inc. ("Inovalon"). Moody's also assigned B2 ratings to
the company's proposed first-lien senior secured bank credit
facilities, consisting of a $100 million revolver and a $980
million term loan B. In addition, Moody's assigned an SGL-2
Speculative Grade Liquidity Rating for the company. The ratings
outlook is stable.
Proceeds from the term loan along with cash and equity from
Inovalon will be used to finance the $1.2 billion acquisition of
ABILITY Network, Inc. ("ABILITY"). Existing ratings for ABILITY (B3
CFR, B3-PD PDR, B2/Caa2 senior secured first-lien/second-lien bank
debt, stable outlook) will be withdrawn concurrent with closing of
the pending transaction and repayment of associated debt.
"Inovalon is paying a high multiple for ABILITY and will be tasked
with integrating the business after only recently reverting to
positive sales and earnings momentum in its own business," said
Joanna O'Brian, Assistant Vice President with Moody's. "Despite
elevated financial and integration risk, Moody's expectation of
continued earnings and revenue growth and cash flow generation
given favorable industry conditions, coupled with more conservative
financial policies following the acquisition, ultimately lend
support to the fundamental benchmark B2 CFR," added O'Brien.
Moody's assigned the following ratings:
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
Proposed $100 million first-lien senior secured revolving credit
facility expiring 2023, B2 (LGD3)
Proposed $980 million first-lien senior secured term Loan B due
2025, B2 (LGD3)
Speculative Grade Liquidity Rating, SGL-2
Rating outlook: Stable
RATINGS RATIONALE
Inovalon's B2 Corporate Family Rating reflects its elevated
financial and integration risk, resulting from the partially
debt-funded acquisition of ABILITY Network, Inc., and its modest
scale and customer concentrations, which are only partially
tempered by Moody's expectation for continued earnings growth and
more conservative financial policies. Moody's expects that the
company's high opening leverage (pro forma Moody's-adjusted
debt-to-EBITDA of 6.6 times after expensing capitalized software
development costs and inclusive of recurring management stock
compensation) will decline to the mid- to high-5.0 times range over
the next 12 to 18 months. In order to get to this level, Moody's
anticipates that Inovalon will continue to benefit from industry
tailwinds, supporting revenue and earnings growth in the mid-single
digit percent range. Additionally, Moody's expects the company to
notably employ more conservative financial policies, focusing on
integrating ABILITY and using excess free cash flow to repay debt.
Moody's also noted that Inovalon's ratings are supported by the
company's position as a market leader, the recurring nature of its
revenue streams, solid margins and a good liquidity profile as
expected over the interim period.
The stable outlook reflects Moody's expectation that revenue will
grow in the mid-single digits over the next 12 to 18 months, that
ABILITY will be successfully integrated, and that the company will
direct free cash flow to permanent debt reduction.
The ratings could be downgraded if the company is unable to sustain
its recent revenue and earnings momentum, or if liquidity
deteriorates meaningfully. Failure to successfully integrate
ABILITY, Debt/EBITDA sustained above 6.5 times, or free cash
flow-to-debt approaching an even lower single-digit percent range
for an extended period of time could also lead to a downgrade.
The ratings could be upgraded if the company delivers sustained
revenue and earnings growth, maintains conservative financial
policies, and successfully integrates ABILITY while sustaining
leverage below 5.0 times and free cash flow-to-debt in the
high-single-digit percent range.
The principal methodology used in these ratings was Moody's
Business and Consumer Service Industry Methodology published in
October 2016.
Based in Bowie, Maryland, Inovalon is a cloud-based analytics
platform company for the healthcare industry. Its platform provides
data integration, advanced analytics, data-driven intervention
solutions and business processing services to healthcare
organizations. Pro forma for the pending acquisition of ABILITY
Network, Inc., revenue would have been about $590 million for 2017.
INSTALLED BUILDING: S&P Alters Outlook to Pos. & Affirms 'BB-' CCR
------------------------------------------------------------------
S&P Global Ratings revised its rating outlook on IBP to positive
from stable and affirmed its 'BB-' corporate credit rating on the
company.
S&P said, "We also affirmed the 'BB' issue-level rating on the
company's senior secured debt. The recovery rating on the debt is
'2', indicating our expectation for substantial recovery (70%-90%;
rounded estimate: 70%) in the event of a payment default.
"Our rating affirmations and revised outlook reflect our
expectations that IBP's operating performance will be solid in
2018, resulting in modest improvement to the company's key credit
metrics. These expectations do not incorporate any large
debt-financed acquisitions similar to the Alpha companies acquired
in early 2017, which could delay improvement to the company's
financial metrics. We believe the slowly recovering new home
construction market is benefiting from economic tailwinds such as
increasing household formation, supporting solid organic growth.
"The positive outlook on the company reflects our view that IBP
will grow revenues by about 8% in 2018, and will also increase its
adjusted EBITDA margin to about 13.5%. We project this solid
operating performance will lead to stronger credit metrics, with
adjusted leverage declining to about 2.5x and OCF/debt improving to
about 35%. We also believe the company will be able to fully
realize all of the anticipated synergies from the Alpha acquisition
done in 2017, and that it will also successfully integrate any
additional tuck-in acquisitions over the next 12 months.
"We could raise our rating on IBP over the next 12 months if the
company successfully grows revenues above our base-case scenario
for 2018, achieves adjusted EBITDA margins in the 13% to 14% range,
and lowers adjusted leverage below 2.5x on a sustained basis.
"We could revise our outlook back to stable if IBP fails to
deleverage the balance sheet, and maintains adjusted leverage in
the high-2x area or above. Although unlikely, we could take a
negative rating action on IBP if the U.S. housing recovery
experienced a reversal or if the company experienced difficulties
in integrating further acquisitions, causing leverage to trend
above the mid-3x area on a sustained basis. Given the company's
high correlation to new housing starts and the industry's history
of boom and bust cycles, we could lower the rating if gross margins
fell in excess of 400 basis points and revenue growth was
approximately 3%."
INSTITUTE OF MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Institute of Management and Resources, Inc.
aka Institute of Management & Resources, Inc.
aka IMR
118 W. First Street
Dayton, OH 45402
Business Description: Institute of Management and Resources, Inc.
is a tax-exempt, nonprofit corporation that
provides management consulting services to
educational institutions.
Chapter 11 Petition Date: March 22, 2018
Case No.: 18-30821
Court: United States Bankruptcy Court
Southern District of Ohio (Dayton)
Judge: Hon. Beth A. Buchanan
Debtor's Counsel: Denis E Blasius, Esq.
LAW OFFICES OF IRA H. THOMSEN
140 N Main Street
Springboro, OH 45066
Tel: (937) 748-5001
E-mail: dblasius@ihtlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Katie Harvey, secretary.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/ohsb18-30821.pdf
INTERNATIONAL GAME: Egan-Jones Lowers FC Unsec. Rating to BB-
-------------------------------------------------------------
Egan-Jones Ratings Company, on March 15, 2018, downgraded the
foreign currency senior unsecured rating on debt issued by
International Game Technology PLC to BB- from BB.
International Game Technology PLC, formerly Gtech S.p.A. and
Lottomatica S.p.A., is a multinational gaming company that produces
slot machines and other gaming technology. The company is
headquartered in London, with major offices in Rome, Providence,
and Las Vegas.
IQOR HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on St. Petersburg,
Fla.-based iQor Holdings Inc. to negative from stable. At the same
time, we affirmed the 'B' corporate credit rating.
S&P said, "We also affirmed the 'B' issue-level rating on the
company's senior secured revolving credit facility and first-lien
term. The recovery rating remains '3', indicating our expectation
for meaningful (50%-70%; rounded estimate: 55%) recovery for
lenders in the event of a payment default.
"Additionally, we affirmed the 'CCC+' issue-level rating on the
company's senior secured second-lien term loan. The recovery rating
remains '6', indicating our expectation for negligible (0%-10%;
rounded estimate: 5%) recovery for lenders in the event of a
payment default.
"The outlook revision to negative reflects the volatility of iQor's
profitability over last few years, which has prevented leverage
from improving below our 7x threshold for the rating. Despite
healthy top-line growth in 2017, elevated costs primarily
associated with restructuring initiatives caused the adjusted
EBITDA margin to be 100 basis points lower than we expected. We
expect leverage will improve to 6.7x-6.9x in 2018 as restructuring
costs, while ongoing, begin to abate. However, there is limited
room at the current rating for operational and financial
underperformance over the next year.
"The negative outlook reflects the potential for sustained margin
volatility over the next year, which could cause iQor's leverage to
remain above 7x.
"We could lower the rating over the next year if revenue growth
does not materialize or if costs associated with restructuring
initiatives remain elevated, resulting in reduced profitability and
leverage remaining above 7x. We believe this would entail more than
a 30 basis point decline in EBITDA margins.
"We could revise the outlook back to stable over the next 12 to 18
months if healthy revenue growth and disciplined spending lead to
margin improvement that result in leverage approaching 6.5x."
J & Y ENTERPRISES: Fairbanks Lot Set for April 11 Foreclosure Sale
------------------------------------------------------------------
Fidelity Title Agency of Alaska, as substitute trustee for Yukon
Title Company, Inc., will conduct an auction to sell Lots 1, 2 and
3 in Block 108 of the TOWNSITE OF FAIRBANKS. The address of the
property is 900 Noble Street, Fairbanks, AK 99701.
The owner, J & Y Enterprises, Inc., has been declared in default
under a secured note with First National Bank Alaska.
Specifically, payment of the secured note is two months or more
past due, late charges are past due in the amount of $1,360.48, and
property taxes in the amount of $50,361.54 are past due.
The amount due and owing to the Bank as of January 10, 2018 is
$566,622.38, which includes $555,027.83 in principal, $5,337.07 in
interest from November 17, 2017, $1,360.48 in late charges,
$1,977.00 for a Trustee's Sale Guarantee, $60.00 recording costs
and $2,860.00 attorney fees. This balance will continue to accrue
interest after January 10, 2018 at a rate in accordance with the
Promissory Note until the time of sale. Other charges, as allowed
under the loan documents, may also accrue until the time of sale.
The auction will be held April 11, 2018, at 101 Lacey Street,
Fairbanks, Alaska. The sale may be held with other sales as
Trustee may conduct which shall begin at 10:00 a.m. and continue
until complete.
Payment must be made at the time of sale in cash or by cashier's
check. The bank may enter a credit offset bid consisting of sums
due it under the deed of trust security agreement and note. Title
to the real property will be conveyed by trustee's quitclaim deed
without warranties of title.
Fidelity notes that the default may be cured and the sale
terminated if (1) payment of the sum then in default, other than
principal that would not then be due if default had not occurred,
and attorneys and other foreclosure fees and costs actually
incurred by the beneficiary and trustee due to the default is made
at any time before the sale date or to which the sale is postponed,
and (2) when notice of default has been recorded two or more times
previously under the same deed of trust described and the default
has been cured, the trustee does not elect to refuse payment and
continue the sale. To determine the current amount required to be
paid to cure the default and reinstate the payment terms of the
Promissory Note, call 777-3447 or send an e-mail to
dsteger@fnbalaska.com
J. HOWARD RESTAURANT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of J. Howard Restaurant Partners, LLC, as of
March 20, according to a court docket.
About J. Howard Restaurant Partners
J. Howard Restaurant Partners LLC, which conducts business under
the name Jaxton's Bistro & Bar, operates a full-service restaurant
and bar in Cypress, Texas, serving Italian & French cuisine. It is
a small business debtor as defined in 11 U.S.C. Section 101(51D).
J. Howard Restaurant Partners sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-30576) on Feb.
8, 2018.
In its petition signed by Jason Howard, managing member, the Debtor
disclosed $173,000 in assets and $1.19 million in liabilities.
Judge Jeff Bohm presides over the case.
The Law Office of Margaret M. McClure is the Debtor's bankruptcy
counsel.
JADE INVESTMENTS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Jade Investments, LLC, as of March 20,
according to a court docket.
About Jade Investments
Jade Investments, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-50025) on Feb. 6,
2018. In the petition signed by Joshua Conaway, member, the Debtor
estimated assets and liabilities of less than $1 million. Judge
Frank W. Volk presides over the case. Caldwell & Riffee is the
Debtor's counsel.
JASON FLY LOGGING: Taps Black and Associates as Accountant
----------------------------------------------------------
Jason Fly Logging, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Mississippi to hire Black and
Associates, P.A. as its accountant.
The firm will assist the Debtor in the preparation of monthly
operating reports, financial statements and tax returns, and will
provide other accounting services necessary for the operation of
its business. It will charge these hourly rates:
Joseph Black $75
L. Bramlett $60
Black and Associates will be paid a monthly fee of $300 for the
preparation of the Debtor's monthly operating reports.
The firm does not hold any interests adverse to the Debtor or any
of its creditors, according to court filings.
Black and Associates can be reached through:
Joseph Black
Black and Associates, P.A.
306 Railroad Street
Water Valley, MS, 38965
Tel: (662)473-1441
Fax: (662)473-1115
E-mail: info@jblackcpa.com
About Jason Fly Logging
Established in 2010, Jason Fly Logging, LLC, is a privately-held
logging company in Batesville, Mississippi. Jason Fly Logging
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Miss. Case No. 18-10483) on Feb. 12, 2018. In the petition
signed by Jason Fly, member, the Debtor estimated assets and
liabilities of $1 million to $10 million. Judge Jason D. Woodard
presides over the case. Toni Campbell Parker, Esq., in Memphis,
Tennessee, serves as counsel to the Debtor.
JASON FLY LOGGING: Taps Toni Campbell Parker as Legal Counsel
-------------------------------------------------------------
Jason Fly Logging, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Mississippi to hire the Law
Office of Toni Campbell Parker as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
the Debtor's Chapter 11 case.
Toni Campbell Parker, Esq., sole practitioner of the firm,
disclosed in a court filing that his firm does not hold or
represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Toni Campbell Parker, Esq.
Law Office of Toni Campbell Parker
P.O. Box 240666
615 Oakleaf Office Lane
Memphis, TN 38124-0666
Tel: 901-683-0099
Fax: 866-489-7938
E-mail: tparker002@att.net
About Jason Fly Logging
Established in 2010, Jason Fly Logging, LLC, is a privately-held
logging company in Batesville, Mississippi. Jason Fly Logging
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Miss. Case No. 18-10483) on Feb. 12, 2018. In the petition
signed by Jason Fly, member, the Debtor estimated assets and
liabilities of $1 million to $10 million. Judge Jason D. Woodard
presides over the case. Toni Campbell Parker, Esq., in Memphis,
Tennessee, serves as counsel to the Debtor.
JLF 114 LIBERTY: CREIF Lender Taps Maltz Auctions as Broker
-----------------------------------------------------------
CREIF Lender LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire a broker and auctioneer.
The lender, in conjunction with JLF 114 Liberty LLC, proposes to
employ Maltz Auctions, Inc., to market and sell the Debtor's
condominium apartment in New York through a public auction.
Maltz Auctions' compensation will be in the form of a buyer's
premium equal to 4% of the purchase price to be paid by the buyer.
The firm will be responsible for the payment of any co-broker it
approves whose client is the winning bidder at the auction.
In the event there are no competitive offers and CREIF's credit bid
is the winning bid, Maltz Auctions will only receive reimbursement
of $15,000.
Richard Maltz, chief executive officer of Maltz Auctions, disclosed
in a court filing that his firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
Maltz Auctions can be reached through:
Richard B. Maltz
Maltz Auctions, Inc.
39 Windsor Place
Central Islip, NY 11722
Tel: 516.349.7022
Fax: 516.349.0105
E-mail: info@MaltzAuctions.com
CREIF Lender is represented by:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212) 221-5700 / (212) 301-6944
Fax: (212) 730-4518
E-mail: knash@gwfglaw.com
About JLF 114 Liberty
JLF 114 Liberty LLC listed its business as a single asset real
estate (as defined in 11 U.S.C. Section 101(51B)). JLF 114 Liberty
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 18-10608) on March 2, 2018.
In the petition signed by James A. Fernandez, managing member, the
Debtor disclosed that it had estimated assets and liabilities of $1
million to $10 million.
Paul A. Rachmuth, Esq., is the Debtor's counsel.
KARIA Y WM: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Karia Y WM Houston, Ltd., as of March 20,
according to a court docket.
About Karia Y WM Houston
Karia Y WM Houston, Ltd., managed by general partner Tony Z WM
Houston LLC, owns a 65,165 sq. ft parcel of nonresidential real
property and related improvements located at 7801 Westheimer Road,
Houston, Texas. The company filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 18-30521) on Feb. 5, 2018. Melissa A. Haselden,
Esq., at HOOVER SLOVACEK LLP, serves as counsel to the Debtor.
LAKE JULIANA: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Lake Juliana Holdings, LLC
23190 Fashion Drive #203
Estero, FL 33928
Business Description: Lake Juliana Holdings, LLC listed its
business as a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B).
Chapter 11 Petition Date: March 22, 2018
Case No.: 18-02224
Court: United States Bankruptcy Court
Middle District of Florida (Ft. Myers)
Debtor's Counsel: Alan F Hamisch, Esq.
THE HAMISCH LAW FIRM, PLLC
501 Goodlette Frank Road, A-210
Naples, FL 34102
Tel: 239-216-4783
Fax: 239-205-4155
E-mail: alan@attorneysofnaples.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Franz Rosinus, manager Lighthouse
Capital II, LLC.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:
http://bankrupt.com/misc/flmb18-02224.pdf
LIFELINE SLEEP: Pennsylvania DOR to be Paid in Full at 4% in 5 Yrs.
-------------------------------------------------------------------
Lifeline Sleep Center, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Pennsylvania a disclosure statement to
accompany its chapter 11 plan dated March 9, 2018.
The amended plan adds the unsecured priority claim of the
Pennsylvania Department of Revenue in the total amount of $3,431.47
which will be paid at 4% over 5 years, with 60 equal monthly
payments of $64.00.
The Administrative Claims to be paid on the effective date of the
plan will be funded in part by a capital contribution of the
President of the Debtor, Mark Kegg, in the approximate amount of
$18,000.
Unsecured claimants, previously classified in Class 6, are now in
Class 5.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/pawb16-24201-172.pdf
A full-text copy of the Amended Plan is available at:
http://bankrupt.com/misc/pawb16-24201-171.pdf
About Lifeline Sleep Center
Lifeline Sleep Center, LLC, operates several specialty outpatient
sleep centers, with a principal place of business at 2030 Ardmore
Boulevard, Suite 251, Pittsburgh, Pennsylvania.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 16-24201) on Nov. 10, 2016. The
petition was signed by Mark Kegg, owner. At the time of the
filing, the Debtor disclosed that it had estimated assets of less
than $50,000 and liabilities of less than $1 million.
Judge Jeffery A. Deller presides over the case. Brian C. Thompson,
Esq., at Thompson Law Group, P.C., serves as the Debtor's legal
counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
LIMETREE BAY: S&P Affirms 'BB-' Rating on Secured Term Loan B
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' rating on Limetree Bay
Terminals LLC's senior secured term loan B due 2024 and revised the
outlook to negative from stable. The recovery rating of '1' is
unchanged, indicating our expectation of very high (90%-100%;
rounded estimate: 95%) recovery in the event of default.
S&P said, "The outlook revision to negative from stable reflects
our view that trends in the oil futures market will persist as we
believe production cuts will remain in place for 2018. Our futures
curves for both Brent and West Texas Intermediate (WTI) are
downward sloping (in "backwardation"), meaning that it is more
expensive to buy oil for immediate delivery than for delivery in
the future. As a result, tank storage operators like Limetree may
experience downward pressure on rates or challenges in renewing
storage contracts before expiring if traders are less incentivized
to store crude oil for the future.
"Financial results last year fell short of our initial expectations
due in part to the increased work scope and to weather conditions
during the Atlantic hurricane season, both of which caused delays
in restarting some storage tanks. While Limetree experienced
slower-than-expected ramp up last year, we expect it to finish the
remaining restart activities over the next several months to reach
a total of 27 million barrels (mmbbls) online storage capacity."
The project had about 23 mmbbls average storage capacity contracted
last year, 10.1 mmbbls of which is contracted with Unipec through
2026. Unipec is a wholly owned subsidiary and the trading arm of
Sinopec Corp., which is one of China's three national oil companies
and the largest downstream operator in China. A portion of
Limetree's cash flows going forward will remain highly predictable
because of this long-term contract with Unipec. S&P has assumed the
remaining contracts are shorter-term with unrated counterparties
and that Limetree will maintain about 23 mmbbls average capacity
contracted in its projection, even though S&P expects it to have 27
mmbbls capacity available for service.
Limetree expects ongoing sponsor equity contribution to fund the
near term capital spending, with much of it related to the single
point mooring (SPM) buoy. S&P said, "We previously expected capital
project funding primarily through the liquidity reserve, which was
initially funded with a portion of proceeds from the term loan B,
and part of the $25 million incremental term facility obtained in
June 2017. However, the increased work scope in tank restarts and
equipment upgrades led to higher actual spending than forecast last
year, and we believe this partially caused the funds in the
liquidity reserve to decline more rapidly."
The maximum draft of 55 feet currently prevents Limetree from
accommodating very large crude carriers. S&P said, "We believe the
SPM buoy, which is expected online by year-end 2018, may enhance
the terminal's competitiveness in the region and hence lead to
additional marine revenues and perhaps new contract opportunities.
The terminal has a nameplate capacity of up to 34 mmbbls.
Restarting additional tanks to go above 27 mmbbls storage capacity
may require more capital spending, but we believe it would likely
be backed by added contracts; we currently do not assume any of
these incremental tanks will be restarted.
"Overall, we believe Limetree remains fundamentally sound due to
its location, which is at the crossroads of a number of
international trade routes; its size relative to the other
terminals in the region; and positioning as an intermediate
terminal for long-haul voyages of large shipments to various
countries, such as China, because of its growing crude oil demand.
Moreover, backwardation, in our opinion, is usually not a permanent
situation because commodities like crude oil behave cyclically."
LTG LLC: Seeks Authority for Interim Use of Cash Collateral
-----------------------------------------------------------
LTG LLC, d/b/a Ace Rent A Car, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to use cash
collateral to fund its operating expenses and the costs of
administering the Chapter 11 case in accordance with a proposed
budget.
At the initial hearing on the Debtor's Cash Collateral Motion, the
Debtor will seek to use cash collateral in the amount of
approximately $853,000 (the "March Budget") or such other amount as
is necessary to avoid immediate and irreparable harm on an interim
basis pending entry of a final order on the Motion. The Budget
initially covers the four week period beginning March 23, 2018
through April 13, 2018.
The Debtor requires cash collateral generally and for purposes
which include the following: (a) care, maintenance, and
preservation of the Debtor's assets; (b) payment of necessary
suppliers, utilities, and other business expenses; (c) other
payments necessary to sustain continued business operations; and
(d) costs of administration in this Chapter 11 case.
Prepetition, the Debtor obtained financing from various Lenders,
which have asserted, or may assert, a security interest in the
Debtor's cash collateral, including: (a) Corporation Service
Company, unknown claimed amount; (b) American Express Bank, FSB,
claiming $376,000; and (c) ACT Leasing Services, Inc., claiming
$495,000. The Loan Documents purport to grant to the Lenders a
security interest in all of the Debtor's certain personal property,
including accounts receivable and rents. Accordingly, the Lenders
may assert that it has a lien on accounts receivable and rents, and
that they therefore have interest in the Debtor's cash collateral.
In the event that the Lenders assert a lien on cash collateral, in
exchange for the Debtor's ability to use cash collateral in the
operation of its business, the Debtor proposes to grant, as
adequate protection, to the Lenders a replacement lien equal in
extent, validity, and priority to the lien held by the Lenders as
of the Petition Date.
The Debtor asserts that any interests of the Lenders will be
adequately protected by the replacement lien, the budgetary
constraints discussed above, and the reporting requirements
discussed above. If allowed to use cash collateral, the Debtor
believes that it can stabilize its business operations and maintain
and increase the going concern value. Otherwise, the Debtor's
business operations will cease and its assets will have only
liquidation value.
A full-text copy of the Debtor's Cash Collateral Motion is
available at:
http://bankrupt.com/misc/flmb18-01936-9.pdf
About LTG LLC
LTG LLC dba Ace Rent A Car, a car rental agency in Lee County,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
18-01936), on March 14, 2018. In the petition signed by Patrick
Lewis, president/COO, the Debtor estimated assets and liabilities
of $1 million to $10 million. The Debtor is represented by Stephen
R Leslie, Esq. at Stichter, Riedel, Blain & Postler, P.A.
LUMINANCE RECOVERY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Affiliates that filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Luminance Recovery Center, LLC 18-10969
a California limited liability company
27131 Calle Arroyo, Ste 1703
San Juan Capistrano, CA 92675
Luminance Health Group, Inc. 18-10972
a California corporation
27131 Calle Arroyo, Ste 1703
San Juan Capistrano, CA 92675
Business Description: Luminance Recovery is a rehab facility in
Orange County offering a full continuum of
addiction recovery care. The Company
provides dual-diagnosis treatment, comfort,
community, and support in its personalized
treatment program. Luminance treats
addictions to alcohol, prescription pills
and painkillers, heroin, methamphetamines,
and illicit drugs.
https://luminancerecovery.com/
Chapter 11 Petition Date: March 21, 2018
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Scott C Clarkson
Debtors' Counsel: Jeffrey I Golden, Esq.
WEILAND GOLDEN GOODRICH LLP
650 Town Center Dr Ste 950
Costa Mesa, CA 92626
Tel: 714-966-1000
Email: jgolden@wgllp.com
- and -
Beth Gaschen, Esq.
WEILAND GOLDEN GOODRICH LLP
650 Town Center Dr Ste 950
Costa Mesa, CA 92626
Tel: 714-966-1000
Fax: 714-966-1002
E-mail: bgaschen@wgllp.com
Assets and Liabilities:
Luminance Recovery and Luminance Health's
Estimated Assets: $1 million to $10 million
Luminance Recovery and Luminance Health's
Estimated Debt: $1 million to $10 million
The petitions were signed by Michael E. Castanon, CEO of Luminance
Health Group, Inc., managing member.
A full-text copy of Luminance Recovery's petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/cacb18-10969.pdf
A full-text copy of Luminance Health Group's petition containing,
among other items, a list of the Debtor's 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/cacb18-10972.pdf
MAC'S MARKET: Plan, Disclosures Hearing Set for April 5
-------------------------------------------------------
Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana conditionally approved Mac's Market, Inc.'s
small business disclosure statement in support of its
reorganization plan dated March 8, 2019.
Hearing on confirmation of Debtor's Plan of Reorganization and on
final approval of Debtor's Disclosure Statement will be held, on
Thursday, April 5, 2018, at 09:00 a.m., in the Bankruptcy
Courtroom, Russell Smith Courthouse, 201 East Broadway, Missoula,
Montana.
March 29, 2018 is fixed as the last day for filing and serving
written objections to confirmation of Debtor's Plan of
Reorganization, and for filing written acceptances or rejections of
said Plan.
About Mac's Market, Inc.
Mac's Market, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D. Mont. Case No. 17-60709) on July 19, 2017, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Edward A. Murphy, Esq., at Murphy Law Offices, PLLC.
MARQUIS DIAGNOSTIC: Court Finds Appointment of PCO Unnecessary
--------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia, at the behest of Marquis Diagnostic
Imaging, LLC, and its debtor-affiliates, has entered an order
determining that appointment of a patient care ombudsman is not
necessary since the specific facts of these Cases weigh against the
appointment of a patient care ombudsman at this time.
About Marquis Diagnostic Imaging
Marquis Diagnostic Imaging, LLC, is an outpatient diagnostic
imaging center that provides a comprehensive exam for patients
experiencing serious heart conditions, stroke and other
life-threatening diseases. Marquis offers MRI (Magnetic Resonance
Imaging), CT (Computed Tomography), Ultrasound, and X-ray services.
The Company maintains its facilities in Gilbert and Phoenix,
Arizona.
Marquis Diagnostic Imaging, LLC and its affiliates Marquis
Diagnostic Imaging of North Carolina, LLC and Marquis Diagnostic
Imaging of Arizona, LLC, sought Chapter 11 protection (Bankr. N.D.
Ga. Case Nos. 18-52365, 18-52367 and 18-52380, respectively) on
Feb. 9, 2018.
In the petitions signed by Venesky, authorized representative, MD
Imaging, LLC, estimated $1 million to $10 million in assets and up
to $50,000 in debt; MD Imaging of NC estimated up to $50,000 in
assets and $1 million to $10 million in liabilities; and MD Imaging
of Arizona estimated $1 million to $10 million in assets and debt.
Henry F. Sewell, Jr., Esq., of the Law Offices of Henry F. Sewell,
Jr., serves as counsel to the Debtors.
No request has been made for the appointment of a trustee or
examiner and no official committee of unsecured creditors has been
appointed in any of these cases.
MEDIACOM LLC: S&P Rates New $900MM Secured Term Loan N 'BB+'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '2'
recovery rating to Blooming Grove, N.Y.-based cable TV and internet
provider Mediacom Communications Corp.'s $900 million secured term
loan N due 2024, issued by subsidiaries of Mediacom LLC. The '2'
recovery rating indicates S&P's expectation of substantial
(70%-90%; rounded estimate: 70%) recovery in the event of a payment
default. Proceeds will be used to repay the remaining $794 million
outstanding under the existing term loan K issued by the same
entities. While secured debt claims have increased, the recovery
percentage remains above 70% in S&P's simulated default scenario.
S&P said, "Our 'BB' corporate credit rating is unaffected as net
leverage will remain about 3.5x. The positive outlook on the rating
reflects our expectation that leverage will approach 3.0x by the
end of 2018 based on debt repayment and moderate earnings growth
from strength in broadband and business services segments which
more than offset declines in video. However, there is some
uncertainty as to whether leverage will stay below 3.5x given the
potential for acquisitions or a dividend, which weighs on an
upgrade at this time. Before upgrading the company, we require
leverage to be closer to 3.0x to build in some cushion for smaller
acquisitions that we believe are possible."
RECOVERY ANALYSIS
-- S&P rates secured debt issued by Mediacom Broadband's
subsidiaries' 'BBB-' with a '1' recovery rating (rounded estimate:
95%).
-- S&P rates secured debt issued by Mediacom LLC 'BB+' with a '2'
recovery rating (rounded estimate: 70%).
-- S&P rates unsecured debt issued by Mediacom Broadband LLC 'B+'
issue rating with a '6' recovery rating (rounded estimate: 0%).
Key analytical factors
-- S&P simulates a default in 2022, reflecting lower revenue
generation and margin contraction as a result of an acceleration in
pay-TV subscriber declines as customers migrate toward streaming
alternatives and an inability to offset this with growth in
broadband and commercial services. Lower revenues per customer and
a reduced subscriber base result in a decline in EBITDA such that
the company is unable to meet its fixed charges, including interest
expense, required amortization, and a maintenance level of capital
spending.
-- S&P has valued Mediacom on a going-concern basis using a 7.0x
multiple of its projected emergence EBITDA. The 7x multiple resides
on the high end of the 6x to 7x range S&P typically ascribes to
incumbent cable operators given the relative lack of fiber-based
competition in the company's markets.
-- S&P ascribes 57% of total value from Mediacom Communications
Corp. to Mediacom Broadband LLC with the remaining 43% flowing to
Mediacom LLC creditors.
-- Other default assumptions include the revolvers are 85% drawn,
LIBOR rises to 2.5%, the spread on the credit facilities rises to
5% as covenant amendments are required, and all debt includes six
months of prepetition interest.
-- S&P has incorporated the recently announced call of the
company $300 million unsecured notes due 2023.
-- S&P has assumed that the existing $190 million A-1 term loan
issued at Mediacom LLC could be upsized to $250 million as part of
this repricing.
Simulated default assumptions
-- Simulated year of default: 2023
-- EBITDA at emergence: $340 million
-- EBITDA multiple: 7x
Simplified waterfall
-- Net enterprise value at Mediacom Communications Corp. (after 5%
administrative costs): $2.46 billion
-- Net enterprise value at Mediacom LLC (after 5% administrative
costs): $1 billion
-- Secured debt claims at Mediacom LLC: $1.4 billion
—Recovery expectations: 70% to 90% (rounded estimate: 70%)
-- Net enterprise value at Mediacom Broadband (after 5%
administrative costs): $1.3 billion
-- Secured debt claims at Mediacom Broadband: $1.3 billion
—Recovery expectations: 90% to 100% (rounded estimate: 95%)
-- Unsecured debt and pari passu claims at Mediacom Broadband:
$205 million
—Recovery expectations: 0% to 10% (rounded estimate: 0%)
RATINGS LIST
Mediacom Communications Corp.
Mediacom Broadband Group
Mediacom Broadband LLC
Corporate Credit Rating BB/Positive/--
New Rating
Mediacom Arizona LLC
Mediacom California LLC
Mediacom Delaware LLC
Mediacom Illinois LLC
Mediacom Indiana LLC
Mediacom Iowa LLC
Mediacom Minnesota LLC
Mediacom Southeast LLC
Mediacom Wisconsin LLC
Zylstra Communications Corp.
Senior Secured
$900 mil. term loan N due 2024 BB+
Recovery Rating 2(70%)
MERCER INTERNATIONAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
----------------------------------------------------------------
Egan-Jones Ratings Company, on March 12, 2018, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Mercer International Inc. to BB- from B+.
Based in Vancouver, Canada, Mercer International Inc., together
with its subsidiaries, manufactures and sells northern bleached
softwood Kraft (NBSK) pulp in the United States, Europe, Asia, and
internationally.
MIAMI INTERNATIONAL: Taps Morrison Brown as Accountant
------------------------------------------------------
Miami International Medical Center, LLC, seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to hire
Morrison, Brown, Agriz & Farra, LLC, as its accountant.
The firm will assist the Debtor in preparing the 2017 independent
audit required by ACHA.
Morrison will receive a fixed flat fee of $75,000, of which $25,000
will be paid upon court approval of its employment; $25,000 during
fieldwork; and $25,000 upon delivery of the audit report.
Alexander Binelo, a certified public accountant and a principal in
the Audit Department of Morrison, disclosed in a court filing that
his firm does not have any connection with the Debtor or any of its
creditors.
Morrison can be reached through:
Alexander E. Binelo, CPA,
Morrison, Brown, Agriz & Farra, LLC
1450 Brickell Avenue, 18th Floor
Miami, FL 33131
Tel: (305) 373-5500, Ext. 2206
Fax: (305) 373-0056
E-mail: abinelo@mbafcpa.com
About Miami International Medical Center
Miami International Medical Center, LLC, which does business under
the name The Miami Medical Center --
http://www.miamimedicalcenter.com/-- is a 67-bed hospital located
at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily
suspended all health care services effective Oct. 30, 2017.
Miami International Medical Center sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on
March 9, 2018. In the petition signed by Jeffrey Mason, chief
administrative officer, the Debtor disclosed $21.39 million in
assets and $67.27 million in liabilities. Judge Laurel M. Isicoff
presides over the case. Meland Russin & Budwick, P.A., is the
Debtor's bankruptcy counsel.
MID-SOUTH GEOTHERMAL: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Mid-South Geothermal, LLC, as of March 20,
according to a court docket.
About Mid-South Geothermal
Mid-South Geothermal, LLC, installs geothermal heating and cooling
systems for large commercial projects. The Debtor's principal
place of business is located at 28 Superior Lane Gray, Kentucky.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tenn. Case No. 18-21498) on Feb. 20, 2018, listing $2.04 million in
total assets and $2.14 million in total liabilities. The petition
was signed by Scott W. Triplett, president.
Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC,
serves as the Debtor's bankruptcy counsel.
Judge David S. Kennedy presides over the case.
MOHEGAN TRIBAL: S&P Lowers ICR to 'B-', Outlook Stable
------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority to 'B-' from 'B'. The
outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating on
MTGA's senior secured credit facility to 'B-' from 'B'. Pro forma
for the proposed financing transaction, the senior secured credit
facility will consist of a $245 million revolving credit facility
(upsized from $170 million) due 2021, a $445 million term loan A
($371 million outstanding as of Dec. 31, 2017) due 2021, and a $910
million term loan B ($884 million outstanding as of Dec. 31, 2017,
including the proposed $125 million add-on) due 2023.
"We also lowered our issue-level rating on MTGA's senior unsecured
notes one notch to 'CCC+' from 'B-'.
S&P Global Ratings does not assign recovery ratings to Native
American debt issues because there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation. These include whether the U.S. Bankruptcy Code would apply,
whether a U.S. court would ultimately be the appropriate venue to
settle such a matter, and to what extent a creditor would be able
to enforce any judgment against the sovereign nation.
MTGA's senior secured credit facility is rated 'B-', the same as
the issuer credit rating, because it is secured and no significant
elements of subordination risk are present in the capital
structure. MTGA's unsecured notes are rated one notch below the
issuer credit rating because they rank behind a significant amount
of secured debt.
MTGA plans to use proceeds from the proposed $125 million term loan
B add-on, along with revolver borrowings, to fund the purchase of
MTGA's partner's equity stake in Inspire Integrated Resort Co. Ltd.
for $100 million, and to fund additional project related
investments at Inspire. Pro forma for the purchase of MTGA's
partner's equity stake, MTGA will own 100% of Inspire.
S&P said, "The downgrade reflects the increased risk, in our view,
of heightened debt levels through 2020, which are exacerbated by
our forecast for MTGA's EBITDA to decline meaningfully through
fiscal 2020 (high-20% to low-30% area from our forecasted peak
EBITDA in fiscal 2018) due to the negative impact of additional
competition impacting MTGA's Mohegan Sun, C.T. property. Our
forecast for credit metrics to deteriorate through fiscal 2020
(MTGA's fiscal year ends Sept. 30), is pro forma for the proposed
financing transaction and the associated incremental $125 million
in term loan borrowings, and MTGA's purchase of its partner's
49.81% equity stake in Inspire Integrated Resort Co. Ltd. for $100
million. Pro forma for the close of the transaction, MTGA will own
100% of Inspire and we will fully consolidate the cash flow and
expected debt issued at Inspire into our credit measures. Inspire
is developing a $1.6 billion casino resort adjacent to Incheon
International Airport in South Korea.
"The stable outlook reflects our forecast for MTGA's liquidity
position to remain adequate and for EBITDA coverage of interest
expense to remain around 1.5x or above through 2019.
"We could consider lower ratings if MTGA began to deplete excess
cash balances and revolver availability, or is unable to cover cash
fixed charges. This would likely occur if there were insufficient
liquidity protections (such as interest reserves and construction
contingencies) within future expected loan agreements at Inspire,
or if the negative impact of new competition is greater than we are
currently anticipating. We would also consider lower ratings if we
believed there was the potential for a covenant violation under
MTGA's credit facility.
"We are unlikely to raise the ratings prior to the opening of
Inspire (expected in 2021) given our forecast for credit measures
to weaken through 2020, due to incremental debt and capital
expenditures related to Inspire, and the negative impact of
competition. Nevertheless, we would consider raising the rating one
notch if we believed EBITDA coverage of interest would stay around
2x or above, and discretionary cash flow remained positive."
NETSMART LLC: S&P Assigns 'B-' CCR, Outlook Positive
----------------------------------------------------
U.S.-based health care software provider Netsmart LLC has seen
improved operating performance and significant EBITDA growth as a
result of an increase in systems sales revenue, an improvement in
services profitability, and merger and acquisition activity.
S&P Global Ratings revised its rating outlook on Nathan
Intermediate LLC (operating as Netsmart) to positive from stable
and affirmed all its ratings on the company, including the 'B-'
corporate credit rating.
S&P said, "At the same time, we assigned a 'B-' corporate credit
rating to Netsmart LLC. (the new parent company and entity that
issues the financials). The outlook is positive.
"We subsequently withdrew the 'B-' corporate credit rating on
Nathan Intermediate LLC.
"At the same time, we affirmed our 'B' issue-level rating on
Nathan's first-lien debt. The recovery rating remains '2',
indicating our expectation for substantial (70%-90%; rounded
estimate: 70%) recovery in a payment default. In addition, we
affirmed our 'CCC' issue-level rating on the company's second-lien
debt. The recovery rating remains '6' indicating our expectation
for negligible (0%-10%; rounded estimate: 0%) recovery in the event
of a payment default.
"The positive outlook reflects the company's improved operating
performance. We now expect Netsmart's adjusted EBITDA margin in
fiscal 2018 to be in the 28% area, over a significantly larger
revenue base. If the company continues to grow and operate at this
cost base, we believe leverage could decline below the mid-7x area
in the next six to 12 months, with reported free operating cash
flow (FOCF) to debt approaching 3.5%.
"The positive outlook reflects our belief that if the company's
solid organic growth continues and is combined with growth in its
acquired businesses, EBITDA could grow meaningfully in fiscal 2018.
This could result in leverage that is sustained below 7.5x and
reported FOCF to debt that reaches about 3.5%."
NEW LIFE HOLINESS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of New Life Holiness as of March 21, according
to a court docket.
New Life Holiness is represented by:
Robert W. Reid, Esq.
Douglass & Runger
2820 Summer Oaks Drive
Bartlett, TN 38134
Phone: 901-388-5804
Email: rwreid@douglassrunger.com
About New Life Holiness
New Life Holiness sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 18-21532) on February
21 2018.
In the petition signed by Frederick Smith, pastor, the Debtor
disclosed that it had estimated assets of less than $50,000 and
liabilities of less than $100,000.
Judge Jennie D. Latta presides over the case. Douglass & Runger is
the Debtor's bankruptcy counsel.
NEWBERRY BAKERS: Wants F&P to Pursue Claims vs. Shareholders
------------------------------------------------------------
Newberry Bakers, Inc., asked the U.S. Bankruptcy Court for the
Northern District of Texas to allow its bankruptcy counsel Forshey
& Prostok, LLP to pursue claims against its major shareholders.
Forshey & Prostok will provide legal services related to claims
asserted by the company against Joseph and Louise Ornelas based on
the substantial payments it made to the shareholders at the time
Howard Anders was the company's president and chief financing
officer.
Mr. Anders made Newberry Bakers pay as much as $1.4 million to the
shareholders over a period of one year, according to court
filings.
Forshey will be paid a contingent fee equal to 40% of monies or
property recovered by Newberry Bakers whether through settlement or
litigation.
Forshey can be reached through:
Jeff P. Prostok, Esq.
Matthew G. Maben, Esq.
Forshey & Prostok, LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Tel: 817-877-8855
Fax: 817-877-4151
E-mail: jpp@forsheyprostok.com
jprostok@forsheyprostok.com
mmaben@forsheyprostok.com
About Newberry Bakers
Newberry Bakers, Inc. -- http://www.newberrybakers.com/-- is a
provider of wholesale specialty baked goods to the grocery and food
service industry.
Newberry Bakers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-44189) on Oct. 13,
2017. In the petition signed by CEO William A. Evans, the Debtor
estimated assets of less than $1 million and liabilities of $10
million to $50 million. Judge Russell F. Nelms presides over the
case.
NJ COMMUNITY SPINE: Taps Richard D. Gaines as Legal Counsel
-----------------------------------------------------------
NJ Community Spine and Pain, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Law Offices
of Richard D. Gaines, Esq. as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization; guide the Debtor in preparing the ongoing financial
reporting required during the period it is in bankruptcy; take
action to preserve its appeal rights with respect to judgments
obtained prior to the petition date; and provide other legal
services related to its Chapter 11 case.
Richard Gaines, Esq., will charge an hourly fee of $350 and will
receive an initial retainer of $5,667 for his services.
Mr. Gaines disclosed in a court filing that his firm has no
connection with the Debtor or any of its creditors.
The firm can be reached through:
Richard D. Gaines, Esq.
Law Offices of Richard D. Gaines, Esq.
155 Marion Dr.
West Orange, NJ 07052-3312
Preferred mailing address:
P.O. Box 943 Greentown, PA 18426-0943
Phone: 570-857-0180
E-mail: rdenisgaines@earthlink.net
About NJ Community Spine and Pain
NJ Community Spine and Pain, LLC, practices as a Chiropractor
provider in Toms River, New Jersey. NJ Community Spine and Pain
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 17-33945) on Nov. 28, 2017. In its petition signed
by Vincent Giardina, manager, the Debtor estimated assets of less
than $50,000 and liabilities of less than $1 million. Judge
Christine M. Gravelle presides over the case.
ORACLE OIL: Creditor Wants Use of Cash Collateral Stopped
---------------------------------------------------------
Whitney Bank asks the U.S. Bankruptcy Court for the Eastern
District of Louisiana to prohibit Oracle Oil from using cash
collateral.
Whitney told the Court that it is an interested party and the only
significant creditor in this case being owed almost $5 million by
the Debtor. Whitney said further that it is one of two creditors
who have filed a proof of claim. Whitney though is the only
non-governmental creditor with the other being the IRS who
submitted a proof of claim for the amounting of $5,968.
According to Whitney, the Debtor had listed Burks Energy, LLC with
a description stating that the Debtor will be paid $15,000 to
operate and consult on 25 wells located in Forrest and Pearl River
Counties, Mississippi. Whitney however believes that Burks Energy
is an entity owned and operated by the brother-in-law of Robert
Brooks, the Debtor’s principal.
Whitney revealed that in the Debtor's monthly operating report for
September 2017, there was a starting cash balance of $30,000 but no
cash receipts. Since this is a multiple of $15,000, Whiteney said
that it is likely two months worth of payments made by Burks Energy
to the Debtor. The same was true for October 2017 with the
November 2017 monthly operating report showing consulting fees in
the amount of $15,000. For the December 2017 monthly operating
report, it stated that there were no cash receipts. Then in
January 2018 the Debtor reported that it received $18,500 for the
Burks Consulting Agreement.
Based on the post-petition cash inflows through Jan. 31, 2018, the
Debtor has received $119 from a source, or sources, other than
Burks. This means that the Debtor has been funding its Chapter 11
case using payments from Burks.
Whitney stated that it is owed $4,950,436.
As such, Whitney declared the proceeds in question clearly arose
from a prepetition contract, which is the Burks Contract, on which
it held, and continues to hold, a perfected security interest.
Payments received, or to be received, by the Debtor under its
contract with Burks are cash collateral.
Whitney argued that proceeds of the Debtor's contract with Burks,
whether prepetition or postpetition, are cash collateral. However
the Debtor has never asked for approval from the Court to use or
disburse such cash collateral.
Overall, Whitney said that disgorgement of cash collateral is an
appropriate remedy where: (a) the Debtor took no steps whatsoever
to seek authority to use cash collateral and did not seek consent
from Whitney to do so; (b) as indicated by the Debtor, such cash
collateral is the only existing and anticipated source of funding
of the case for the foreseeable future; (c) cash collateral has
been used, and apparently will be used, to pay all other
constituencies (including professionals) in this case, but not
Whitney as the only significant and non-governmental creditor in
this case; and (d) the only hope of any payment – in any amount
– being offered by the Debtor to Whitney on its claim is a share
of a yet-to-be-achieved positive outcome in the EPI lawsuit.
A full-text copy of the Creditor's Motion can be viewed at:
http://bankrupt.com/misc/OracleOil_WhitneyMotiontoProhibit.pdf
About Oracle Oil LLC
Oracle Oil, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. Case No. 17-12391) on Sept. 6,
2017. At the time of the filing, the Debtor estimated assets of
$10,000,001 to $50,000,000 and liabilities of $1,000,001 to
$10,000,000. Judge Elizabeth W. Magner presides over the case.
The Debtor hired The Derbes Law Firm, LLC, as counsel, and Timothy
C. Ellender, Jr., APLC, as special counsel.
ORION HEALTHCORP: Seeks Access to $7.5M Bankr. Financing
--------------------------------------------------------
BankruptcyData.com reported that Orion Healthcorp filed with the
U.S. Bankruptcy Court a motion for authority to obtain credit,
under Section 364(b), Rule 4001(c) or (d), in addition to motion to
the Company's motion to use cash collateral and scheduling a final
hearing. The motion explains, "By this Motion, the Debtors are
seeking, inter alia: (a) authorization for the Debtors to obtain
senior secured postpetition financing consisting of a revolving
credit facility in a principal amount of up to $7,500,000 (the 'DIP
Facility') in accordance with the DIP Credit Agreement among (i)
Orion Healthcorp, as borrower; (ii) the other Debtors, as
guarantors thereto; (iii) New York Network Management, Network
Management Insurance Brokerage Services, New York Network IPA, (IPA
1), New York Premier IPA (IPA 2), Brooklyn Medical Systems IPA (IPA
3), Brooklyn Medical Systems IPA (IPA 4), and Brooklyn Medical
Systems IPA 5 (IPA 5), collectively, NYNM; (iv) Bank of America as
administrative agent (the 'D.I.P. Agent'), and (v) the lenders from
time to time party thereto, the 'DIP Lenders' and collectively with
the DIP Agent and providers of hedge products and treasury
management services secured by the DIP Collateral, the 'DIP Secured
Parties'; (b) authorization for the Debtors to obtain from the DIP
Lenders, during the interim period pending the Final Hearing, up to
$4,500,000 (the 'Interim Amount') in accordance with the DIP Credit
Agreement and the Interim Order . . authorization for the Debtors
to obtain from the DIP Lenders upon entry of the Final Order total
advances in an amount not to exceed a maximum outstanding principal
amount of $7,500,000 (the 'Total Commitment') in accordance with
the DIP Credit Agreement, the DIP Documents, and the Final Order,
which Total Commitment includes the amount necessary to repay the
Bridge Loan Obligations."
About Constellation & Orion
Constellation Healthcare Technologies, Inc., is a healthcare
services organization providing outsourced revenue cycle
management, practice management, and group purchasing services to
U.S. physicians. Orion Healthcorp, et al. --
http://www.orionhealthcorp.com/-- are a consolidated enterprise of
several companies aggregated through a series of acquisitions,
which operate the following businesses: (a) outsourced revenue
cycle management for physician practices, (b) physician practice
management, (c) group purchasing services for physician practices,
and (d) an independent practice association business, which is
organized and directed by physicians in private practice to
negotiate contracts with insurance companies on their behalf while
those physicians remain independent and which also provides other
services to those physician practices. Orion has locations in
Houston, Texas; Jericho, New York; Lakewood, Colorado;
Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley,
California.
Constellation Healthcare Technologies, Inc., along with certain of
its subsidiaries, including Orion Healthcorp, Inc., on March 16,
2018, initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to facilitate an orderly and efficient sale of its
businesses. The lead case is In re Orion Healthcorp, Inc.
(E.D.N.Y. Lead Case No. 18-71748).
The Debtors reported liabilities of $245.9 million as of the
bankruptcy filing.
The Hon. Carla E. Craig is the case judge.
The Debtors tapped DLA Piper US LLP as counsel; FTI Consulting,
Inc. as restructuring advisor; and Epiq Bankruptcy Solutions, LLC,
as claims and noticing agent.
ORION HEALTHCORP: Taps Epiq as Claims and Noticing Agent
--------------------------------------------------------
Orion Healthcorp, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Epiq Bankruptcy
Solutions, LLC as claims and noticing agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of claims filed in the
Chapter 11 cases of Orion Healthcorp and its affiliates.
The hourly rates charged by the firm for claims administration
are:
Clerical/Administrative Support $25 to $45
IT/Programming $65 to $85
Case Managers $70 to $165
Consultants/Directors/VP $160 to $190
Solicitation Consultant $190
Executive VP, Solicitation $215
Executives No Charge
The Debtor provided the firm a retainer in the sum of $25,000 prior
to the Petition Date.
Brian Karpuk, director of Epiq's Consulting Services, disclosed in
a court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
Epiq can be reached through:
Brian Karpuk
Epiq Bankruptcy Solutions, LLC
501 Kansas Avenue
Kansas City, KS 66105
Tel: +1 913-621-9500 / +1 913-621-9561
E-mail: bkarpuk@epiqglobal.com
About Constellation & Orion
Constellation Healthcare Technologies, Inc., is a healthcare
services organization providing outsourced revenue cycle
management, practice management, and group purchasing services to
U.S. physicians. Orion Healthcorp, et al. --
http://www.orionhealthcorp.com/-- are a consolidated enterprise of
several companies aggregated through a series of acquisitions,
which operate the following businesses: (a) outsourced revenue
cycle management for physician practices, (b) physician practice
management, (c) group purchasing services for physician practices,
and (d) an independent practice association business, which is
organized and directed by physicians in private practice to
negotiate contracts with insurance companies on their behalf while
those physicians remain independent and which also provides other
services to those physician practices. Orion has locations in
Houston, Texas; Jericho, New York; Lakewood, Colorado;
Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley,
California.
Constellation Healthcare Technologies, Inc., along with certain of
its subsidiaries, including Orion Healthcorp, Inc., on March 16,
2018, initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to facilitate an orderly and efficient sale of its
businesses. The lead case is In re Orion Healthcorp, Inc.
(E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of
$245.9 million.
The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA
Piper US LLP as counsel; FTI Consulting, Inc. as restructuring
advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent.
P.D.L. INC: Latest Plan Increases Unsecureds' Recovery to 3.2%
--------------------------------------------------------------
P.D.L., Inc., filed with the U.S. Bankruptcy Court for the Southern
District of Florida a first amended disclosure statement in support
of its first amended plan of reorganization dated March 9, 2018.
Class 16 under the latest plan consists of all allowed unsecured
general claims. The Class 16 creditors will share pro rata in a
total distribution in the approximate amount of $29,188.94 (3.2%)
which will be paid in installments of $5,000 bi-annual for two
years and then subsequently eight bi-annual payments totaling
$1,148.61. The first payment begins 30th day of the month following
the Effective Date of this Plan.
The previous version of the plan consisted only of 10 classes of
claimants and provided that holders of Class 9 allowed general
unsecured claims will receive approximate distribution of 1.5% of
their allowed claims.
The Plan will now be funded from the following sources: the net
proceeds from the operation of business sales of Assets and new
value on confirmation date from the Debtor's Principal.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb17-20457-253.pdf
A full-text copy of the First Amended Plan of Reorganization is
available at:
http://bankrupt.com/misc/flsb17-20457-252.pdf
About P.D.L. Inc.
P.D.L., Inc., is a Florida Profit Corporation formed on Oct. 31,
2003, operating as a trucking distributor. It is insured and
provides employment for 7 full-time employees and over 30
independent contractors.
P.D.L. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-20457) on Aug. 17, 2017. The Debtor is represented by Ariel
Sagre, Esq., at Sagre Law Firm, P.A.
PENINSULA AIRWAYS: Still Formulating Plan Terms With Wexford
------------------------------------------------------------
Peninsula Airways, Inc., asks the U.S. Bankruptcy Court for the
District of Alaska to extend the exclusive periods during which
only the Debtor can file a plan and obtain acceptances of the plan
until April 30, 2018, and Aug. 31, 2018, respectively.
The current deadline during which only the Debtor can exclusively
file a plan and solicit acceptance of the plan is March 30, 2018,
and July 31, 2018, respectively.
The extensions sought are tied to the requirements, in the DIP loan
agreement, for Debtor to file a plan and for the plan to become
effective. Wexford Capital, LP, agreed to extend the deadlines to
April 30 and Aug. 31, respectively. Documents are now being
drafted to reflect those changes. As with the previous three
extensions, Debtor seeks extensions of the Section 1121 exclusivity
periods, so that the plan filing deadline in the Wexford DIP loan
documents matches the Section 1121 exclusivity period to file a
plan.
The Debtor's case is a large complex case. At the time of the
Chapter 11 filing, the Debtor's annual revenue was approximately
$100 million, and the Debtor employed nearly 700 employees. Closing
down the two hubs, reducing its aircraft fleet, and obtaining the
DIP loan, and developing the terms of a plan of reorganization, has
required considerable effort and attention by the Debtor.
The Debtor needs additional time to develop a plan, and negotiate
with creditors to develop a suitable plan and prepare adequate
information.
By right-sizing and down-sizing its operations, the Debtor has been
moving steadily towards reorganization.
The Debtor has been largely current with its post-petition
creditors, other than aircraft lessors, and has been in constant
communication with its aircraft lessors concerning bringing the
Debtor's aircraft lease assumption obligations current.
The Debtor assures the Court that it has reasonable prospects for
filing a viable plan.
The Debtor has not started negotiations with the unsecured
creditors concerning plan terms, but that is because the Debtor and
Wexford are still formulating plan terms.
Although this is the fourth extension of the plan deadlines, the
three previous extensions have been modest, and the new deadline
will be approximately eight months after the petition date, well
inside the 18 month maximum extension of time permitted by Section
1121(d)(2).
The Debtor tells the Court that it is not seeking an extension of
time to pressure the creditors to accept the plan. The unsecured
creditors committee does not object to the extensions sought.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/akb17-00282-288.pdf
About Peninsula Airways
Founded in 1955 by Orin Seybert in Pilot Point, Alaska, Peninsula
Airways, Inc., doing business as PenAir, is one of the oldest
family owned airlines in the United States and is Alaska's second
largest commuter airline. Its main base is Ted Stevens Anchorage
International Airport, with other hubs located at Portland
International Airport in Oregon, Boston Logan International Airport
in Massachusetts and Denver International Airport in Colorado.
PenAir currently has a code sharing agreement in place with Alaska
Airlines with its flights operated in the state of Alaska as well
as all of its flights in the lower 48 states appearing in the
Alaska Airlines system timetable.
Peninsula Airways filed a Chapter 11 petition (Bankr. D. Alaska
Case No. 17-00282) on Aug. 6, 2017. In the petition signed by
Daniel P. Seybert, its president, the Debtor estimated assets and
liabilities ranging from $10 million to $50 million.
The case is assigned to Judge Gary Spraker.
Cabot C. Christianson, Esq., at the Law Offices of Cabot
Christianson, P.C., is serving as bankruptcy counsel to the Debtor.
Dawson Law Group, LLC, is the Debtor's special counsel.
The official committee of unsecured creditors formed in the case
retained Erik LeRoy, P.C., as counsel.
PEPPERTREE LAND: May Continue Using Cash Collateral Until May 4
---------------------------------------------------------------
The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the
Southern District of California, has entered a third interim order
approving Peppertree Park Villages 9&10, LLC's stipulation with
Merchants Bank of Long Beach, a CA Corp, pursuant to which
Peppertree Park is authorized to use cash collateral for payment of
costs and expenses incurred in the ordinary course of its business
and the management of its assets through May 4, 2018.
A further interim hearing on the Motion will be held on April 19,
2018 at 10:00 a.m.
The interest referenced in paragraph "E" of the Stipulation will
continue to be paid at the ordinary contract (as opposed to the
default) interest rate unless otherwise ordered by the Court.
A full-text copy of the Third Interim Order is available at:
http://bankrupt.com/misc/casb17-05137-221.pdf
About Peppertree Park Villages
Headquartered in Bonsall, California, Peppertree Park Villages
9&10, LLC, listed its business as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)), whose principal assets are
located at 1654 S. Mission Rd, Fallbrook, California. Peppertree
Park is an affiliate of Northern Capital, Inc., which sought
bankruptcy protection on Aug. 13, 2017 (Bankr. S.D. Cal. Case No.
17-04845).
Peppertree Park Villages 9&10, LLC (Bankr. S.D. Cal. Case No.
17-05137) and affiliate Peppertree Land Company (Bankr. S.D. Cal.
Case No. 17-05135) each filed for Chapter 11 bankruptcy protection
on Aug. 28, 2017. The petitions were signed by Duane Urquhart as
managing general partner, who also sought bankruptcy protection on
Aug. 13, 2017 (Bankr. S.D. Cal. Case No. 17-04846).
Peppertree Land and Peppertree Park each estimated their assets and
liabilities at between $1 million and $10 million.
Marwill Hogan, Esq., at Foley & Lardner, LLP, serves as the
Debtors' bankruptcy counsel.
PLAIN LEASING: Wants to Continue Using Cash Collateral Until May 31
-------------------------------------------------------------------
Plain Leasing, Inc., requests the U.S. Bankruptcy Court for the
Central District of California for approval of a Fourth Cash
Collateral Stipulation entered between the Debtor and its secured
creditor, Bank of Hope, for the continued use of cash collateral
for a limited interim period which expires on May 31, 2018.
The Debtor is also requesting for a continuance of the status
hearing on cash collateral, which is currently set for March 28 to
May 23, 2018 at 11:00 a.m. Further, if the Debtor and Bank of Hope
will enter into and submit a new cash collateral stipulation in
advance of this date, then the Debtor requests that this date be
further continued to a date before the expiration of the next cash
collateral stipulation.
Prepetition, the Debtor's loan from Bank of Hope had a balance of
no less than $1,328,149, secured by a blanket lien on all of the
Debtor's assets, including trucks, chassis, as well as rental and
lease income -- which is the Debtor's sole source of income.
Under the loan with Bank of Hope, the Debtor is required to make
monthly payments in the aggregate amount of not less than $30,366.
The Debtor claims that it has remained current on its loan payments
as of the Petition Date, as well as postpetition. The Debtor
believes that it has sufficient income to continue making loan
payments to Bank of Hope and intends to remain current on its loan
payments.
The Debtor has requested and Bank of Hope has consented to the
Debtor's continued use of cash collateral solely for the purposes
and in the total amounts set forth in the Budget, subject to the
Court's approval. The Budget projects total monthly expenses of
$40,403.
As adequate protection, the Debtor will make the regular monthly
payments to Bank of Hope in the aggregate amount of not less than
$30,366 as they come due under the Lease Documents.
In addition, Bank of Hope will be granted a replacement lien on the
rents, proceeds and profits of the prepetition collateral, with
such replacement lien being a perfected security interest in and to
the post-petition collateral, having the same extent, validity and
priority that Bank of Hope had in the prepetition collateral on the
Petition Date.
Moreover, if the protection granted is insufficient to satisfy in
full the claims of Bank of Hope, an allowed super-priority claim
under Section 503(b) of the Bankruptcy Code will be granted to Bank
of Hope in the amount of any such insufficiency.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/cacb17-12539-190.pdf
About Plain Leasing
Plain Leasing, Inc., f/k/a K Trans, Inc., which rents out trucks
and chassis, filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 17-12539) on March 2, 2017. In the petition signed
by Ji K. Lim, president, the Debtor estimated at least $50,000 in
assets and $500,000 to $1 million in liabilities.
The case is assigned to Judge Robert Kwan.
The Debtor is represented by Joon M. Khang, Esq., at Khang & Khang
LLP.
The Office of the U.S. Trustee on July 5, 2017, appointed three
creditors of to serve on the official committee of unsecured
creditors. The committee members are: (1) Jae Seung Rho; (2) Sam
Lee aka Yoon Lee; and (3) James Jae. The Committee retained
Blakeley LLP as counsel, and the Law Firm of Kim & Min as special
counsel.
POWELL ROGERS: April 24 Approval Hearing on Disclosures
-------------------------------------------------------
Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania will convene a hearing on April 24, 2018
at 9:30 AM to consider approval of Powell, Rogers & Speaks, Inc.
aka Powell, Rogers and Speaks' disclosure statement explaining its
chapter 11 plan dated March 7, 2018.
April 11, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Powell, Rogers & Speaks Inc.
Powell, Rogers & Speaks, Inc. is a financial services business
entity with a national and international scope of operations
operating out of two locations in Pennsylvania and Florida. It has
expanded from its original roots to incorporate professional
private investigators through its subsidiary, Powell
Investigations.
Powell Rogers was established in 1990. Since its inception, it has
designed custom programs and services to assist over 400
businesses, governments and schools nationwide.
Powell Rogers sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 17-01958) on May 11, 2017. Brenda
Stutzman, its treasurer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Henry W. Van Eck presides over the case. Bradley A. Bizzle,
Esq., represents the Debtor as bankruptcy counsel.
PROSPECTOR OFFSHORE: Needs Time to Satisfy Conditions for Dismissal
-------------------------------------------------------------------
Prospector Offshore Drilling S.a r.l. and its affiliated debtors
ask the U.S. Bankruptcy Court for the District of Delaware to
further extend the exclusive Chapter 11 plan filing period through
and including May 30, 2018, and the exclusive plan solicitation
period through and including July 30, 2018, to afford them an
opportunity to complete tasks necessary to conclude these Chapter
11 cases.
The Court has scheduled for April 10, 2018, at 2:00 p.m. (ET) the
hearing on the requested extensions. Objections to the Debtors'
request must be filed by March 29, 2018, at 4:00 p.m. (ET).
As reported by the Troubled Company Reporter on Dec. 22, 2017, the
Court previously extended the exclusive Chapter 11 plan filing
period through March 16, 2018, as well as the exclusive plan
solicitation period through May 16, 2018.
The Debtors have reached a deal with their only significant
creditor, SinoEnergy Capital Management, Ltd., and certain of its
affiliates pursuant to a settlement agreement dated Feb. 14, 2018,
and, on March 5, 2018, the Court entered orders approving the
Settlement Agreement and the form of order dismissing these Chapter
11 cases.
Although the Debtors are confident that they will be able to
satisfy the Conditions for Dismissal of these Chapter 11 cases
within the next few weeks, the Debtors seek an extension of their
Exclusive Periods out of an abundance of caution to avoid the
distraction and delay that may be caused by allowing non-Debtor
parties to file a plan of reorganization.
Moreover, given that the Prospector Debtors' creditors will be paid
in full and Paragon Parent's creditors will be treated in
accordance with the Paragon Parent's confirmed Plan, none of the
Debtors' creditors will be prejudiced by the requested extension.
Accordingly, the Debtors submit that an extension of the Exclusive
Periods is warranted.
The Debtors' primary goals in commencing these Chapter 11 cases
were to protect their interests in the Rigs and to maximize the
value of their assets by working towards resolving a dispute with
their only significant creditor, SinoEnergy. On Feb. 14, 2018, the
Debtors achieved their goals by entering into the Settlement
Agreement with SinoEnergy and the other parties thereto, which
provides for satisfaction of the Debtors' obligations under the
SaleLeaseback Agreements and, in exchange, the transfer of
ownership of the Rigs to the Prospector Debtors free and clear of
all encumbrances. On March 5, 2018, the Court entered (i) the 9019
Order authorizing the Debtors to enter into the Settlement
Agreement and (ii) the order approving the Form of Dismissal Order,
authorizing the Debtors to file the approved form of Dismissal
Order under Certification of Counsel upon satisfaction of the
Conditions for Dismissal.
The Debtors are now requesting a further extension of the Exclusive
Periods as a precautionary measure to allow themselves sufficient
time to satisfy the conditions for Dismissal, including the
consummation of the settlement agreement and the transfer of the
Prospector Debtors to New Paragon, in a timely and effective
manner. Moreover, none of the Debtors' creditors will be
prejudiced by the requested extension because the Prospector
Debtors' creditors will be paid in full and Paragon Parent's
creditors will be treated in accordance with Paragon Parent's
confirmed Plan. For these reasons, the Debtors submit that an
extension of the Exclusive Periods is necessary and warranted.
The Debtors assure the Court that the requested relief is intended
to provide the Debtors with additional time to consummate the
Settlement Agreement and satisfy the other Conditions for Dismissal
of these Chapter 11 cases. If the Court were to deny the Debtors'
requested extension of the Exclusive Periods, any party in interest
would then be free to propose a plan for any or all of the Debtors.
The actions may cause operational disruption, result in
substantial hardship to the Debtors' estates, and delay or derail
the Debtors' ability to consummate the Settlement Agreement and
dismiss these Chapter 11 cases.
Accordingly, the requested extension enables the Debtors to bring
closure to these cases in a timely and efficient manner.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/deb17-11572-396.pdf
About Prospector Offshore and Paragon Offshore
Paragon Offshore Plc, and several affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to
16-10410) on Feb. 14, 2016. The Delaware Bankruptcy Court entered
an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint
Chapter 11 Plan of Reorganization.
Prospector Offshore Drilling S.a r.l. and three affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 17-11572
to 17-11575) on July 20, 2017. The affiliates are Prospector Rig 1
Contracting Company S.a r.l.; Prospector Rig 5 Contracting Company
S.a r.l.; and Paragon Offshore plc (in administration).
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors are represented by Gary T. Holtzer, Esq., and Stephen
A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D.
Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II,
Esq., at Richards, Layton & Finger, P.A., as counsel. The Debtors
hired as their financial advisors, Lazard Freres & Co. LLC; as
their restructuring advisor, AlixPartners, LLP; and as their
claims, noticing and solicitation agent, Kurtzman Carson
Consultants LLC.
In their petition, the Debtors estimated $1 billion to $10 billion
in both assets and liabilities. The petitions were signed by Lee
M. Ahlstrom as senior vice president and chief financial officer.
The Debtors' bankruptcy filing came two days after the Paragon
Offshore group completed its corporate and financial reorganization
on July 18, 2017. The plan of reorganization under Chapter 11 of
the U.S. Bankruptcy Code substantially de-levered Paragon
Offshore's ongoing business, eliminating approximately $2.3 billion
of secured and unsecured debt.
QMACS INC: Seeks Approval of Lease Agreement with TX/CREA
---------------------------------------------------------
QMACS, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Texas to authorize it (i) to assume the Office Lease
dated April 23, 2002 including all amendments by and between the
Debtor and TX/CREA 2929 NCX, LP; and (b) to enter into a Fourth
Amendment to Lease Agreement with an effective date of Oct. 1, 2017
with Landlord.
Objections, if any, must be filed with the Court within 21 days
from the date the Motion was served.
The Lease Agreement was initially entered into in 2002 and
subsequently amended on three different occasions. The Debtor was
operating under the Lease, as most recently amended since 2012.
The Lease was for approximately 24,865 square feet of office space.
The term of the Lease was for the period of Nov. 1, 2012 through
and including Aug. 31, 2018.
The Debtor no longer has need for 24,865 square feet of office
space. Further, it deemed it to be cost prohibitive to relocate to
new premises. As such, the Debtor and the landlord have entered
into the Lease Amendment. The Lease Amendment is for approximately
4,943 square feet of office space.
The basic rent under the Lease Amendment is as follows:
Period following the Relocation Annual Basic Rent Rentable
Monthy
Effective Date Rent Rate Per Square
Basic
Square Foot Feet
Rent
------------------------------- ------------------ ----------
-------
Relocation Effective Date $20 4,943
$8,238
9/1/2018 - 8/31/2019 $20.50 4,943
$8,444
9/1/2019 - 8/31/2020 $21 4,943
$8,650
9/1/2020 - 8/31/2021 $21.50 4,943
$8,856
9/1/2021 - 8/31/2022 $22 4,943
$9,062
9/1/2022 - 8/31/2023 $22.50 4,943
$9,268
The new term under the Lease Amendment is for the period of Sept.
1, 2018, through and including Aug. 31, 2023. Further, from the
effective date of the Lease Amendment until the Debtor occupies the
new space, the basic rent for the current premises is reduced to
$8,238 per month.
The Lease Amendment, and in conjunction therewith, the Lease,
serves two purposes: (1) it results in a rent and office space
reduction to better meet the Debtor's current needs at a current
market rate; and (2) it significantly reduces the costs of
relocating (including down time) to a new location.
The Debtor is asking the Court to waive the 14-day stay of the
entry of any order entered by the Court pursuant to the Motion as
otherwise required under Bankruptcy Rule 6004(h).
A copy of the Lease Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/QMACS_Inc_34_Sales.pdf
About QMACS, Inc.
Based in Richardson, Texas, QMACS, Inc. -- http://qmacsmso.com/--
is a privately held corporation that provides revenue cycle
management and practice management services to the healthcare
industry. The company offers coding & billing, electronic health
record, EMS billing and collections, consulting, and EHR training &
implementation services for a variety of specialties and practice
sizes.
QMACS, Inc., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
17-42647) on Nov. 30, 2017. In its petition signed by CFO Michael
D. McLean, the Debtor disclosed $1.11 million in assets and $2.38
million in liabilities. The Hon. Brenda T. Rhoades presides over
the case. Robert T. DeMarco, Esq., at DeMarco-Mitchell, PLLC,
serves as bankruptcy counsel.
QUALITY CONaSTRUCTION: Taps Weinstein & St. Germain as Counsel
--------------------------------------------------------------
Quality Construction & Production LLC received approval from the
U.S. Bankruptcy Court for the Western District of Louisiana to hire
Weinstein & St. Germain, LLC, as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code and will provide other legal
services related to their Chapter 11 cases.
Tom St. Germain, Esq., at Weinstein & St. Germain, disclosed in a
court filing that his firm does not represent any interests adverse
to the Debtors.
Weinstein can be reached through:
Tom St. Germain, Esq.
Weinstein & St. Germain, LLC
1414 NE Evangeline Thrwy.
Lafayette, LA 70501
Tel: (337) 235-4001
Fax: (337) 235-4020
E-mail: svenable@weinlaw.com
About Quality Construction
Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people. The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.
Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018.
In the petition signed by Nathan Granger, president, Quality
Construction estimated $10 million to $50 million in assets and
debt.
The Hon. Robert Summerhays is the case judge.
The Debtors tapped Weinstein & St. Germain, LLC as their bankruptcy
counsel, and Donlin, Recano & Company as claims and noticing agent.
QUALITY CONSTRUCTION: Taps Donlin Recano as Claims Agent
--------------------------------------------------------
Quality Construction & Production LLC received approval from the
U.S. Bankruptcy Court for the Western District of Louisiana to hire
Donlin, Recano & Company as its claims, noticing and solicitation
agent.
The firm will oversee the distribution of notices and the
processing and maintenance of proofs of claim filed in the Chapter
11 cases of the company and its affiliates.
The firm received a retainer in the sum of $2,500 from the Debtor
prior to the petition date.
Donlin Recano maintains an office at:
Donlin, Recano & Company, Inc.
6201 15th Avenue,
Brooklyn, NY 11219
Phone: 212.481.1411
About Quality Construction
Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people. The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.
Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018.
In the petition signed by Nathan Granger, president, Quality
Construction estimated $10 million to $50 million in assets and
debt.
The Hon. Robert Summerhays is the case judge.
The Debtors tapped Weinstein & St. Germain, LLC as their bankruptcy
counsel, and Donlin, Recano & Company as claims and noticing agent.
REAL INDUSTRY: Latham & Watkins Represent Ad Hoc Noteholder Group
-----------------------------------------------------------------
The Ad Hoc Noteholder Group in the Chapter 11 cases of Real
Industry, Inc., and its affiliates has submitted a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, stating that the group engaged Latham & Watkins LLP to
represent them in connection with the Debtors' restructuring and
these Chapter 11 cases and Alvarez & Marsal Securities, LLC, to
provide financial advisory services in connection with Latham's
representation of the Ad Hoc Noteholder Group.
The Ad Hoc Noteholder Group consist of:
DDJ Capital Management, LLC
130 Turner Street
Building 3, Suite 600
Waltham, Massachusetts 02453
Attention: Beth Duggan
Disclosable Economic Interests in the Debtors as of Feb. 19,
2018:
$48,411,000 Principal amount of prepetition secured notes
$62,164,000 Principal amount of roll up secured notes
$14,629,612 Principal amount of DIP secured notes
2. c/o Osterweis Capital Management
One Maritime Plaza, Suite 800
San Francisco, California 94111
Attention: Carl Kaufman
$22,206,000 Principal amount of prepetition secured notes
$28,524,000 Principal amount of roll up secured notes
$6,711,826 Principal amount of DIP secured notes
3. HPS Investment Partners, LLC
40 West 57th Street
New York, New York 10019
Attention: Du Xu
$5,752,000 Principal amount of prepetition secured notes
$7,382,000 Principal amount of roll up secured notes
$1,737,672 Principal amount of DIP secured notes
4. Hotchkis & Wiley Capital Management
725 South Figueroa Street, 39th Floor
Los Angeles, California 90017
Attention: Mark Hudoff
$10,617,000 Principal amount of prepetition secured notes
$13,595,000 Principal amount of roll up secured notes
$3,200,004 Principal amount of DIP secured notes
4,710,770 Shares of common stock of Real Industry, Inc.
5. Southpaw Credit Opportunity Master Fund L.P.
2 West Greenwich Office Park, 1st Floor
Greenwich, Connecticut 06831
Attention: Ceki Aluf Medina
Principal amount of prepetition secured notes
$8,895,000 Principal amount of roll up secured notes
$2,093,063 Principal amount of DIP secured notes
6. CAM Capital
1330 Sixth Avenue
New York, New York 10019
Attention: Daniel Klein
$6,187,000 Principal amount of prepetition secured notes
$7,788,000 Principal amount of roll up secured notes
$1,832,787 Principal amount of DIP secured notes
A copy of the verified statement is available at:
file:///C:/Users/Carmel/Documents/SHERYL/042017456554-rep-0103073428.pdf
Pursuant to an engagement letter dated Oct. 30, 2017, the Ad Hoc
Noteholder Group engaged Latham to represent them in connection
with the Debtors' restructuring and these Chapter 11 cases. On
Nov. 1, 2017, Latham engaged Alvarez & Marsal to provide financial
advisory services in connection with Latham's representation of the
Ad Hoc Noteholder Group. Certain Latham attorneys not involved in
the representation of the Ad Hoc Noteholder Group have advised
and/or may advise financing sources to potential bidders in
connection with the sale process.
Further, pursuant to an engagement letter dated Nov. 17, 2017, the
Ad Hoc Noteholder Group engaged Young Conway Stargatt & Taylor LLP
to represent them as Delaware counsel in connection with the
Debtors' restructuring and these Chapter 11 cases.
YCST was also engaged as co-counsel by Cortland Capital Market
Services LLC pursuant to an engagement letter dated Jan.16, 2018.
Neither Latham nor YCST currently represent any other entity in the
Chapter 11 cases. Neither Latham nor YCST represents the Ad Hoc
Noteholder Group as a committee and does not undertake to represent
the interests of, and are not fiduciaries for, any creditor, party
in interest, or other entity that has not engaged Latham and YCST.
The members of the Ad Hoc Noteholder Group hold disclosable
economic interest, or hold claims against and/or interest in, or
manage or advise accounts, funds, or investment vehicles holding
claims against and/or interest in, the Debtors.
The Firms can be reached at:
Michael R. Nestor, Esq.
Kara Hammond Coyle
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
-- and --
Richard A. Levy, Esq.
Jason B. Gott, Esq.
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Tel: (312) 876-7700
Fax: (312) 993-9767
-- and --
Ted A. Dillman, Esq.
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
Tel: (213) 485-1234
Fax: (213) 891-8763
A copy of the verified statement is available at:
http://bankrupt.com/misc/deb17-12464-525.pdf
About Real Industry
Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the
holding company for Real Alloy, the largest third-party aluminum
recycler in both North America and Europe. Real Alloy offers
products to wrought alloy processors, automotive original equipment
manufacturers, foundries, and casters. Real Alloy delivers
recycled metal in liquid or solid form according to customer
specifications and serves the automotive, consumer packaging,
aerospace, building and construction, steel, and durable goods
industries.
Real Industry has no funded debt. The funded debt obligations of
the Real Alloy debtors total $400 million, comprised of (i) $96
million outstanding under a $110 senior secured revolving
asset-based credit facility with Bank of America, and (ii) $305
million in principal outstanding under 10.00% senior secured notes
due 2019.
Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real
Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code in
Delaware on Nov. 17, 2017.
The Honorable Kevin J. Carey is the case judge.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local
bankruptcy counsel; Jefferies LLC as the debtors' investment
banker; Berkeley Research Group, LLC as financial advisor; Ernst &
Young LLP as auditor and tax advisor; and Prime Clerk as the claims
and noticing agent and administrative advisor.
The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel;
Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez
& Marsal Securities, LLC, as financial advisor.
DDJ Capital Management, LLC, Osterweis Capital Management, HPS
Investment Partners, LLC, Hotchkis & Wiley Capital Management, and
Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc
Noteholder Group.
The Official Committee of Unsecured Creditors tapped Brown Rudnick
LLP as counsel; Duane Morris LLP as Delaware counsel; Miller
Buckfire & Co, LLC, as investment banker; and Goldin Associates,
LLC, as financial advisor.
The Ad Hoc Committee of Equity Holders of Real Industry tapped the
firms of Dentons US LLP and Bayard, P.A., as counsel.
* * *
Real Alloy entered into an agreement with its existing asset-based
facility lender and certain of its bondholders for continued use of
its $110 million asset-based lending facility and up to $85 million
of additional liquidity through debtor-in-possession financing to
fund ongoing business operations.
As Real Industry has no access to the Real Alloy debtors'
postpetition financing, Real Industry accepted an unsolicited
proposal from 210 Capital, LLC and the Private Credit Group of
Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in
postpetition financing, (ii) an equity commitment of $17 million
for up to 49% of the common stock, and (iii) a commitment to
provide a $500 million acquisition financing facility on terms to
be negotiated.
REAL INDUSTRY: Wants to Maintain Plan Exclusivity Through July 15
-----------------------------------------------------------------
Real Industry, Inc., and its affiliated-debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend by 120 days
the periods during which the Debtors have the exclusive right to
(a) file a chapter 11 plan through and including July 15, 2018 and
(b) solicit acceptances thereof through and including Sept. 13,
2018.
A hearing on the Debtors' exclusivity motion will be held on April
26, 2018, at 3:30 p.m. (ET). The objection deadline is on March
30, 2018.
During the first four months of the Chapter 11 cases, the Debtors
and their advisors worked diligently to ensure a smooth entry into
chapter 11 and devoted a significant amount of time and effort to
address the myriad of issues attendant to the commencement of these
Chapter 11 cases.
Having successfully transitioned into chapter 11, the Debtors'
focus has shifted to preserving the value of their estates and
crafting an exit strategy that maximizes value by, among other
things:
(a) negotiating with key vendors, suppliers, trade creditors,
and other stakeholders;
(b) working with major stakeholders to develop and file a plan
for Real Industry that preserves nearly $1 billion in net operating
losses, pays creditors in full, and offers a recovery to all
interest holders; and
(c) engaging in, and seeking approval of, a complicated sale of
the Real Alloy Debtors that incorporates a hard-fought settlement
with the Committee and the Real Alloy Debtors' secured lenders.
For these reasons, ample cause exists to extend the Exclusive
Periods. During the upcoming weeks and months, Real Industry will
continue to work with major stakeholders to confirm its chapter 11
plan. Similarly, the Real Alloy Debtors will sell their assets and
dissolve their estates pursuant to a resolution strategy that has
the support of key creditor constituencies. As such, terminating
exclusivity for either Real Industry or the Real Alloy Debtors will
risk disrupting the delicate status quo that the Debtors have
worked so hard to achieve.
Real Industry's case is sufficiently large and complex to merit its
request to extend the Exclusive Periods. The issues attendant to
the analysis of Real Industry's unique capital structure, its
status as a publicly traded holding company that buys and sells
other companies for a profit, and the unique qualities of its
primary asset, net operating losses ("NOLs"), has required
significant work by Real Industry’s senior management, as well as
Real Industry's professional advisors.
These complex issues were coupled with the fact that Real Industry
entered chapter 11 with no post-petition financing and faced
certain liquidation -- and the loss of nearly $1 billion in NOLs --
had it not obtained financing from 210 Capital, LLC and the Private
Credit Group of Goldman Sachs Asset Management, L.P.
Notwithstanding these hurdles and in a matter of just a few short
months, Real Industry has made substantial good faith progress in
its chapter 11 case, and it will continue to work diligently each
day to move its chapter 11 case toward a successful resolution. In
only four months' time, Real Industry has:
(a) obtained various forms of first- and second-day relief to
transition into chapter 11;
(b) negotiated and received approval of the Real Industry DIP
Financing;
(c) negotiated with key stakeholders in the case, including
Aleris International, Inc. (the "Preferred Shareholder") and common
shareholders;
(d) negotiated and filed the Real Industry Plan, which
proposes to pay creditors in full and provides a recovery to both
Aleris International, Inc. and to common shareholders;
(e) filed schedules of assets and liabilities and statements
of financial affairs;
(f) established bar dates for the filing of claims;
(g) responded to various inquiries and information requests
from the Committee, the U.S. Trustee, and other
parties-in-interest;
(h) retained various professionals;
(i) successfully defended against numerous objections lodged
by the Ad Hoc Committee, and
(j) attended to various other tasks related to the
administration of Real Industry’s bankruptcy estate.
Real Industry maintains that the Real Industry Plan, which was
filed on March 1, 2018, is a viable plan. Indeed, not only does the
Real Industry Plan preserve the NOLs, it also is supported by major
stakeholders, including the Preferred Shareholder and common
shareholders, both of which are entitled to vote on the Real
Industry Plan.
In addition, the Real Industry Plan is currently supported by, and
is the product of negations with, the Preferred Shareholder and a
substantial portion of common shareholders. Real Industry is
continuing to work in good faith towards building additional
support for the Real Industry Plan from other stakeholders.
Certainly, the Debtors assert that any disruption caused by the
filing of a competing plan would only distract Real Industry and
its stakeholders, cause unnecessary confusion, and diminish the
return of value to stakeholders. Accordingly, Real Industry submits
that the size and complexity of this case merits the requested
extension of the Exclusive Periods.
About Real Industry
Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the
holding company for Real Alloy, the largest third-party aluminum
recycler in both North America and Europe. Real Alloy offers
products to wrought alloy processors, automotive original equipment
manufacturers, foundries, and casters. Real Alloy delivers
recycled metal in liquid or solid form according to customer
specifications and serves the automotive, consumer packaging,
aerospace, building and construction, steel, and durable goods
industries.
Real Industry has no funded debt. The funded debt obligations of
the Real Alloy debtors total $400 million, comprised of (i) $96
million outstanding under a $110 senior secured revolving
asset-based credit facility with Bank of America, and (ii) $305
million in principal outstanding under 10.00% senior secured notes
due 2019.
Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real
Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code in
Delaware on Nov. 17, 2017.
The Honorable Kevin J. Carey is the case judge.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local
bankruptcy counsel; Jefferies LLC as the debtors' investment
banker; Berkeley Research Group, LLC as financial advisor; Ernst &
Young LLP as auditor and tax advisor; and Prime Clerk as the claims
and noticing agent and administrative advisor.
The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel;
Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez
& Marsal Securities, LLC, as financial advisor.
DDJ Capital Management, LLC, Osterweis Capital Management, HPS
Investment Partners, LLC, Hotchkis & Wiley Capital Management, and
Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc
Noteholder Group.
The Official Committee of Unsecured Creditors tapped Brown Rudnick
LLP as counsel; Duane Morris LLP as Delaware counsel; Miller
Buckfire & Co, LLC, as investment banker; and Goldin Associates,
LLC, as financial advisor.
The Ad Hoc Committee of Equity Holders of Real Industry tapped the
firms of Dentons US LLP and Bayard, P.A., as counsel.
* * *
Real Alloy entered into an agreement with its existing asset-based
facility lender and certain of its bondholders for continued use of
its $110 million asset-based lending facility and up to $85 million
of additional liquidity through debtor-in-possession financing to
fund ongoing business operations.
As Real Industry has no access to the Real Alloy debtors'
postpetition financing, Real Industry accepted an unsolicited
proposal from 210 Capital, LLC and the Private Credit Group of
Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in
postpetition financing, (ii) an equity commitment of $17 million
for up to 49% of the common stock, and (iii) a commitment to
provide a $500 million acquisition financing facility on terms to
be negotiated.
RENAISSANCE LEARNING: S&P Affirms B- Rating on 1st Lien Term Loan
-----------------------------------------------------------------
S&P Global Ratings said that it affirmed its issue level ratings on
Wisconsin Rapids, Wis.-based Renaissance Learning Inc. following
the company's announced acquisition of myON LLC. The corporate
credit rating is unchanged. The acquisition will be debt-funded,
with $135 million added to the existing first-lien term loan due in
2021 and $55 million added to the existing second-lien term loan
due in 2022. The acquisition of myON will add depth to
Renaissance's reading instructional solutions segment,
complementing the digital library and adding additional assessment
and reporting capabilities.
S&P said, "We affirmed the 'B-' issue-level and '3' recovery
ratings on the first-lien term loan. The '3' recovery rating
indicates our expectation of meaningful (50%-70%; rounded estimate:
65%) recovery for first-lien debt holders in the event of default.
We also affirmed the 'CCC' issue-level and '6' recovery ratings on
the second-lien debt. The '6' recovery rating indicates our
expectation of negligible (0%-10%; rounded estimate: 0%) recovery
for second-lien debt holders."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
S&P said, "Our simulated default scenario envisions a default
occurring in 2020 as a result of a decline in state, local, and
federal support for kindergarten through 12th-grade education, as
well as increased competition from industry rivals, resulting in
significantly lower revenues, profitability, and cash flow. This
decline in operating results, combined with our assumed increase in
borrowing costs, would result in a payment default when the
company's liquidity and cash flow would be insufficient to cover
cash interest expenses, mandatory debt amortization, and
maintenance-level capital expenditure requirements.
"We value the company as a going concern because we believe that
following a payment default, the company is likely to be
reorganized rather than liquidated.
"We applied an assumed distressed emergence EBITDA of $80 million
against a 6.5x multiple to estimate gross recovery value of $520
million."
The 6.5x multiple is consistent with that for similar
software-as-a-service (SaaS) technology companies.
Simulated default assumptions:
-- Simulated year of default: 2020
-- EBITDA at emergence: $80 million
-- EBITDA multiple: 6.5x
-- LIBOR at default: 2.5%
Simplified waterfall:
-- Net emergence value (after 5% administrative costs): $495
million
-- Valuation split in % (obligors/nonobligors): 92/8
-- Collateral value available to first-lien creditors: $488
million
-- Secured first-lien debt: $728 million
--Recovery expectations: 50%-70% (rounded estimate: 65%)
-- Secured second-lien debt: $299 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
RATINGS LIST
Renaissance Learning Inc.
Corporate Credit Rating B-/Stable/--
Ratings Affirmed; Recovery Expectations Revised
To From
Renaissance Learning Inc.
Senior Secured B- B-
Recovery Rating 3(65%) 3(60%)
Ratings Affirmed
Renaissance Learning Inc.
Senior Secured CCC
Recovery Rating 6 (0%)
REVLON INC: Egan-Jones Lowers Sr. Unsecured Ratings to CCC+
-----------------------------------------------------------
Egan-Jones Ratings Company, on March 18, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Revlon, Inc. to CCC+ from B-. EJR also downgraded
the foreign currency and local currency ratings on commercial paper
issued by the Company to C from B.
Revlon, Inc. is an American multinational cosmetics, skin care,
fragrance, and personal care company founded in 1932 and based in
New York City.
RIEDESEL ENGINEERING: Seeks Authorization to Use Cash Collateral
----------------------------------------------------------------
Riedesel Engineering, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District Of Idaho to use cash collateral.
A final hearing will be conducted on April 20, 2018, at 9:00 a.m.,
to consider Debtor's request for use of cash collateral and
application for authority to grant lien.
The Debtor believes that First Federal Savings Bank is the only
creditor claiming a lien on all receivables and inventory. The
Debtor owed First Federal Savings Bank, under four separate loans,
total principal amount of approximately $469,060, secured by an
interest in all inventory, chattel paper, accounts, equipment,
general intangibles, fixtures and instruments of Debtor.
The cash collateral, which Debtor desires to use, is equal to
$375,180. As disclosed on the budget, the Debtor will use the
proceeds to pay expenses as more particularly described in the
attached exhibit except it will not pay the line item entitled
"Priority taxes" or "professional fees" without further order of
the Court.
To protect the interests of First Federal Savings Bank and any
other entity proving an interest in the cash collateral, the Debtor
proposes to:
(a) Grant of a postpetition lien in the postpetition accounts
receivable, proceeds and inventory;
(b) Provide a copy of all monthly reports filed by it with
the U.S. Trustee.
(c) Provide a monthly report showing income projected as well
as income received and expenses requested vs. expenses incurred.
(d) By stipulation of the parties, a written memorandum of
which will be filed with the Court, the Debtor will commence making
adequate protection payments of $3,000 per month to this creditor
commencing April 15, 2018.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/idb18-00288-11.pdf
About Riedesel Engineering
Riedesel Engineering, Inc. -- http://www.riedeseleng.com/-–
provides engineering services for communities throughout the
Northwest. Riedesel Engineering is a muti-disciplined engineering
firm specializing in transportation, municipal, airport, land
survey, land development and construction services. The Company
has offices in Lewiston, Meridian and Twin Falls.
Riedesel Engineering, formerly doing business as Surveyors West,
filed a Chapter 11 petition (Bankr. D. Id. Case No. 18-00288) on
March 15, 2018. In the petition signed by Martin G. Gergen,
president, the Debtor estimated assets and liabilities estimated at
$1 million to $10 million each.
The case is assigned to Judge Jim D. Pappas.
Holly Roark, Esq., at Roark Law Offices, serves as the Debtor's
counsel; and Racine Olson Nye & Budge, Chartered is the Debtor's
special litigation counsel.
RMG ENTERPRISES: Wants Up To $500,000 in DIP Financing From GCBC
----------------------------------------------------------------
RMG Enterprises, LTD., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia for permission to obtain up to
$500,000 in postpetition financing and to enter into factoring
agreement and security agreement.
An emergency expedited preliminary hearing on this request has been
scheduled for March 21, 2018, at 10:30 a.m.
On Feb. 5, 2018, the Court entered a DIP financing order which
allowed Interstate Billing Services, Inc., to provide DIP financing
services to the Debtor pursuant to an existing agreement between
IBS and the Debtor. Gulf Coast Business Credit has agreed to take
over the DIP financing from IBS and to establish a working capital
facility whereby GCBC will purchase eligible accounts receivable
from the Debtor on identical terms to those between IBS and the
Debtor and as further set forth in the "Working Capital Program --
Summary of Terms (For Discussion Purposes)" from GCBC.
IBS has notified Debtor that it intends to stop purchasing Debtor's
accounts receivable and to transfer its existing receivables of the
Debtor to GCBC. Debtor and its principal, Patrick F. Smith, are
prepared to continue the terms of the IBS DIP financing with GCBC
if the Court grants its approval to this DIP Financing Motion.
The Debtor says that at the present time, it is imperative that the
Debtor obtain authority from the Court in accordance with 11 U.S.C.
Sections 105, 361, 363 and 364 of the U.S. Bankruptcy Code and Rule
4001 of the Federal Rules of Bankruptcy Procedure authorizing
post-petition financing with GCBC, and authorizing the Debtor to
enter into the factoring agreement and security agreement with
GCBC.
In the event that the Court does not authorize the Debtor's DIP
Financing with GCBC, the Debtor believes that IBS will discontinue
providing Debtor's DIP Financing and Debtor will be unable to
maintain its current business operations and propose a plan of
reorganization as contemplated by the Bankruptcy Code. Without the
use of DIP Financing, the Debtor will be seriously and irreparably
harmed, resulting in significant losses to the Debtor's estate and
its creditors.
Wherefore, the Debtor requests that this Court enter an order to
permit DIP Financing with GCBC for its general ongoing business
operations, post-petition payments to Debtor's secured creditors,
and other expenses incurred in the ordinary course of the Debtor's
business, as well as professional fees approved by the Court, and
fees to the U.S. Trustee and to grant the Debtor other and further
relief as may be proper and just.
The terms of the Working Capital Program include:
Client: RMG Enterprises, Ltd. DBA Commonwealth Carrier
Facility: Revolving Receivable Purchase Line
Amount: Up to $500,000 in Debtor-in-Possession Financing
Referral Incentive: GCBC will pay you $250 for each new
customer sent their way
Advance Rate: 90% of Eligible Accounts Receivable
Eligible Accounts: Accounts under 90 days from invoice date
representing product or service accepted
by the customer (Account Debtor)
Fixed Discount: 1.5% for 90 days
Underwriting Fee: $250
Other Fees: None
Financial Covenants: None
Reporting Requirements: Quarterly Accounts Receivable &
Accounts Payable Agings and company
prepared Financial Statements.
Quarterly 941-payroll tax form and
proof of deposit within 60 days of
quarter end
Collateral: First perfected security interest in accounts
receivable and proceeds. Security interest
granted to GCBC on all assets
Recourse: All advances will be on a full-recourse basis.
Client will agree to buy-back any purchased
invoices that age over 90 days from invoice date.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/vaeb17-36349-67.pdf
About RMG Enterprises
Headquartered in Fredericksburg, Virginia, RGM Enterprises, Ltd.,
t/a Commonwealth Carrier -- http://commonwealthcarrier.net/--
provides time-sensitive transposition, merging, and transshipment
services; specialized handling of fragile materials; handling,
reporting, and inventory of products; customized transportation of
unique products; reload, storage, inventory and distribution of
rail delivered products; and a unique 24/7/365 emergency service
for its small client base. The company's 4.5-acre Fredericksburg,
Virginia complex has a 55,000 sq. ft. warehouse with an acre of
dedicated paved and lighted yard. RGM has been providing "Uncommon
Services" since 1973.
RGM Enterprises filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Va. Case No. 17-36349) on Dec. 27, 2017, listing $622,087 in
total assets as of Nov. 30, 2017, and $1.37 million, in total
liabilities as of Nov. 30, 2017. Patrick F. Smith, president,
signed the petition. Robert B. Easterling, Esq., in
Fredericksburg, Virginia, serves as counsel to the Debtor.
ROCKET SOFTWARE: S&P Raises CCR to 'B+', Outlook Stable
-------------------------------------------------------
Over the past several years, Rocket Software Inc., a provider of
software products and services for the mainframe ecosystem, has
maintained leverage in the 5x area or lower, through acquisitions
and leveraged dividends. The company is proposing to issue an $85
million incremental first-lien term loan and additional seller
financing to pay for multiple acquisitions.
S&P Global Ratings raised its corporate credit rating on Waltham,
Mass.-based Rocket Software Inc. to 'B+' from 'B'. The outlook is
stable.
S&P said, "At the same time, we raised our issue-level rating on
the company's senior secured first-lien term loan and $35 million
revolving credit facility to 'BB-' from 'B+'. The '2' recovery
rating indicates our expectation of substantial (70%-90%; rounded
estimate: 70%) recovery in the event of a payment default.
"We also raised our issue-level rating on the company's $195
million second-lien term loan to 'B' from 'B-'. The '5' recovery
rating indicates our expectation for modest (10%-30%; rounded
estimate: 10%) recovery of principal in the event of a payment
default.
"Over the past five years since we first rated the company, Rocket
Software has raised debt several times for acquisitions and
dividends, usually taking leverage to the 5x area and often
followed by a period of leverage reduction as it has repaid seller
financing. The upgrade reflects the company's consistent execution
of its financial policy, the expansion of the breadth of its
product portfolio, and our view that Rocket's financial profile is
more conservative than most other private equity owned software
companies which are rated 'B' or 'B-' and which often have leverage
in the 7x to 9x range or higher. The ratings also reflect Rocket's
leverage in the 5x area (pro forma for the proposed acquisitions
and debt issuance) following the close of the transaction. We
expect Rocket to generate annual free cash flow of greater than
$100 million in fiscal 2018, which it will use to pay down about
$137 million in seller financing over the next 18 months, resulting
in leverage falling to the low- to mid-4x area.
"The ratings also reflect our view of the company's small position
in the overall software services market, focus on the declining
mainframe end market, and high reliance on its relationship with a
large original equipment manufacturer (OEM), but also its strong
and improving profit margins, high percentage of recurring revenue,
and high customer retention rates.
"The stable outlook reflects our expectation that Rocket's revenue
base will remain highly recurring, that profitability and margins
will remain stable, and that the company will use its free cash
flow toward paying down more than $100 million in seller financing
over the next 12 months.
"We could lower the rating if Rocket faces customer losses, pricing
pressures, higher operating costs, or if it pursues debt-financed
acquisitions such that leverage increases to around the 6x area.
Given that recent acquisitions have been leverage neutral, the most
likely path to a lower rating could be a dividend issuance in the
$200 million range, which we view as unlikely over the near term.
"The company's niche market position, acquisitive growth strategy,
and ownership structure that we believe will preclude substantial
deleveraging limit the possibility of an upgrade over the near
term. We could consider an upgrade over the longer term if the
company continues to grow its business and commits to maintain
leverage under the 4x area."
S&R SNUBBING: Consolidated Wellsite Buying Equipment for $44K
-------------------------------------------------------------
S&R Snubbing, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize the sale of equipment to
Consolidated Wellsite Services, LLC, for $43,871 plus $1.
The Debtor owns certain equipment used in conjunction with
drilling, capping, and regulating the flow from oil wells and
natural gas producing wells. It ceased its operations and
afterwards entered into a "Commercial Equipment Lease Agreement,"
dated as of Aug. 23, 2014, with the Purchaser, for the lease of the
equipment identified in Exhibit "A" to the Lease. The Lease
includes an option for the Purchaser to purchase the Property at
the conclusion of the term of the Lease by paying $1, so long as
the Purchaser has made all other payments under the Lease.
Bank of Montgomery has claimed a first position lien against the
Property. The Lender filed a Proof of Claim on Jan. 8, 2018,
designated as Claim No. 3, including a Commercial Security
Agreement that states that the Lender has a secured interest in all
equipment of Debtor, and which includes a UCC1 Financing Statement.
The Debtor disputes the claim of Lender in its entirety. It filed
an Objection to Claim of Bank of Montgomery on March 14, 2018,
setting forth facts regarding the Lender agreeing to dismiss all
claims against the Debtor with prejudice in a prior proceeding,
which the latter contends waives all of the Lender's Claim.
The Debtor is not aware of any tax liens, mechanic's or
materialman's liens, judgment liens, or consensual liens (other
than the Lender's Claim) against the Property.
The Purchaser has paid all of the payments due under the Lease to
the Debtor, except for the final payment of $43,871. It has
advised the Debtor that it desires to make the final Lease payment,
and to exercise the $1 purchase option to acquire the Property.
The Debtor proposes to sell the Property to the Purchaser pursuant
to the terms of the Lease and Option.
The essential terms of the proposed sale are:
a. Property to be sold: All of that equipment identified on
Exhibit "A" to the Lease Agreement
b. Purchaser: Consolidated Wellsite Services, LLC
c. Price: $43,871 plus $1
d. Earnest Money: $0
e. Sale Free and Clear: The sale of the Property will be free
and clear of all liens and encumbrances.
f. Bidding Procedures and Break-up Fees: None; The Debtor
seeks approval of the proposed sale "as is" without bidding
procedures or break-up fees, but subject to denial of the Motion if
the Court received any objections and determined that the Lease and
Option were not binding and if any higher or better bid is
received.
g. Closing Costs: none
A copy of the Lease Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/S&R_Snubbing_30_Sales.pdf
The Debtor proposes that (a) at closing, it will receive the
foregoing purchase price in immediately available funds and
contemporaneously execute and deliver to Purchaser a Bill of Sale
for all of the Property, and (b) all proceeds of the sale will be
held in escrow until further order of the Court.
The Debtor expects that Lender will support the sale of the
Property proposed in the Motion based on prior communications
between Lender and the Debtor.
The sales price for the Property is fair; the offer was obtained
through arm's-length negotiations of unrelated parties. The sale
is in the best interest of creditors, as it will result in
substantial proceeds for payments of claims. Accordingly, the
Debtor asks the Court to approve the relief sought.
The Debtor asks the Court to waiving the 14-day stay of the
requested sale pursuant to Bankruptcy Rule 6004(h).
The Purchaser:
William R. Benedick
President and CEO
CONSOLIDATED WELLSITE SERVICES, LLC
P.O. Box 996
Decatur, TX 76234
About S&R Snubbing
S&R Snubbing, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-69002) on Nov. 1,
2017. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000.
SANTOS CONSTRUCTION: Must File Plan, Disclosures Before May 23
--------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida ordered Santos Construction Group, LLC,
to file its plan and disclosure statement on or before May 23,
2018.
The Disclosure Statement must, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:
(a) Pre- and post-petition financial performance;
(b) Reasons for filing Chapter 11;
(c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;
(d) Projections reflecting how the Plan will be feasibly
consummated;
(e) A liquidation analysis; and
(f) A discussion of the Federal tax consequences as described in
section 1125(a)(1) of the Bankruptcy Code.
If the Debtor fails to file a Plan and Disclosure Statement by the
Filing Deadline, the Court will issue an Order to Show Cause why
the case should not be dismissed or converted to a Chapter 7.
About Santos Construction Group
Santos Construction Group, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00486) on Jan.
23, 2018. In the petition signed by the Debtor's authorized
member/representative, Andrew F. Santos, the Debtor estimated
assets of less than $500,000 and liabilities of less than $1
million. Buddy D. Ford, P.A., serves as counsel to the Debtor.
SEADRILL LTD: Court Approves Interest Rate Caps
-----------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Seadrill Limited's emergency motion for interest rate caps.
BankruptcyData noted that "The Debtors' capital structure is
composed of twelve secured credit facilities (the 'Bank
Facilities') and six issuances of unsecured bonds (the 'Bonds').
All of the Bank Facilities have floating interest rates that are
tied to LIBOR, and three of the Bonds are denominated in non U.S.
currencies. Historically, this subjected the Debtors to both
interest rate and currency risks, which the Debtors hedged against
through a series of interest rate and currency swap agreements.
Obtaining the proper interest rate protection is a key component of
successful implementation of the Plan, given that the Debtors have
nearly $6 billion of secured debt that is subject to interest rate
fluctuations."
In addition, "After evaluating which type of interest rate hedge
was appropriate, the Debtors determined that the Interest Rate Caps
would provide the most protection and value to the Debtors'
estates. Interest rate caps are a type of interest rate hedge,
where the purchaser receives payment from the hedge provider at the
end of each period that interest rates exceed the agreed upon
threshold. As interest rates continue to rise, obtaining the
Interest Rate Caps will protect the Debtors' estates from
potentially material swings in interest rates in the future, which
could have a significant negative impact on the Debtors' liquidity
position both prior to, and following, the proposed effective date
of the Debtors' chapter 11 plan. Importantly, Interest Rate Caps,
by their nature do not require any collateral and do not generally
create any liabilities for the purchaser, unlike traditional
swaps."
About Seadrill Ltd
Seadrill Limited is a deepwater drilling contractor providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employed 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served as
co-financial advisor during the negotiation of the restructuring
agreement. Advokatfirmaet Thommessen AS is serving as Norwegian
counsel. Conyers Dill & Pearman is serving as Bermuda counsel.
Prime Clerk serves as claims agent.
The United States Trustee for Region 7 formed an official committee
of unsecured creditors with seven members: (i) Computershare Trust
Company, N.A.; (ii) Daewoo Shipbuilding & Marine Engineering Co.,
Ltd.; (iii) Deutsche Bank Trust Company Americas; (iv) Louisiana
Machinery Co., LLC; (v) Nordic Trustee AS; (vi) Pentagon Freight
Services, Inc.; and (vii) Samsung Heavy Industries Co., Ltd.
Kramer Levin Naftalis & Frankel LLP is serving as lead counsel to
the Committee. Cole Schotz P.C. is local and conflicts counsel to
the Committee. Zuill & Co (in exclusive association with Harney
Westwood & Riegels) is serving as Bermuda counsel. London-based
Quinn Emanuel Urquhart & Sullivan, UK LLP, is serving as English
counsel. Parella Weinberg Partners LLP is the investment banker to
the Committee. FTI Consulting Inc. is the financial advisor.
SECURITY AMERICA: A.M. Best Withdraws "B" Fin'l Strength Rating
---------------------------------------------------------------
A.M. Best has downgraded the Financial Strength Rating (FSR) to B
(Fair) from B+ (Good) and the Long-Term Issuer Credit Rating
(Long-Term ICR) to "bb+" from "bbb-" of Security America Risk
Retention Group, Inc. (SARRG) (Burlington, VT). The outlook of the
FSR has been revised to stable from negative while the outlook of
the Long-Term ICR is negative. Concurrently, A.M. Best has
withdrawn the ratings as the company has requested to no longer
participate in the A.M. Best's interactive Credit Rating (rating)
process.
The ratings reflect SARRG's balance sheet strength, which A.M. Best
categorizes as adequate, as well as its marginal operating
performance, limited business profile and marginal enterprise risk
management. SARRG was incorporated as a risk retention group and
offers general and professional liability coverage. The product
concentration presents a high degree of competition, although the
company is registered in all U.S. states. While the risk-adjusted
capitalization is currently strong, as measured by Best's Capital
Adequacy Ratio (BCAR), it has diminished in recent years.
Additionally, the company suffered adverse loss reserve development
and unfavorable profitability measures.
SERTA SIMMONS: S&P Lowers CCR to 'B-' on Weak Operating Results
---------------------------------------------------------------
U.S.-based Serta Simmons Bedding LLC's operating results for the
fiscal year ended Dec. 30, 2017, and guidance for 2018 are below
our previous expectations primarily because of a slow-down in the
bedding industry.
S&P Global Ratings lowered its corporate credit rating on
Atlanta-based Serta Simmons Bedding LLC to 'B-' from 'B'. The
outlook is negative.
S&P said, "At the same time, we lowered our issue-level ratings on
the company's $1.95 billion first-lien term loan due 2023 to 'B-'
from 'B'. Our '3' recovery ratings on the credit facilities are
unchanged, indicating our expectations of meaningful (50%-70%;
rounded estimate: 55%) recovery in the event of a payment default.
"We also lowered our issue-level ratings on the company's $450
million second-lien term loan due 2024 to 'CCC' from 'CCC+'. Our
'6' recovery rating on the second-lien term loan is unchanged,
indicating our expectations of negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a payment default.
"We estimate Serta Simmons had roughly $2.4 billion in funded debt
outstanding as of Dec. 30, 2017.
"The downgrade reflects our expectation that Serta Simmons'
operating performance will remain weaker during the next 12 months
primarily because of expected store closures at the company's
largest customer, Mattress Firm, and elevated commodity costs. We
had expected improvements in the company's profitability and for
leverage to decrease to below 8x during the next year. The company
now anticipates lower volumes from Mattress Firm and increases in
commodity and freight costs in 2018, which may partially be offset
with pricing and cost cutting. As a result, we now believe the
company will maintain very high leverage during the next year.
Additionally, we believe the mattress industry will continue to
experience pricing pressure from foreign imports and online
manufacturers.
"The negative outlook reflects our belief that we could lower the
ratings during the next year if the operating performance at
Mattress Firm deteriorates further, resulting in sustained high
debt leverage and weaker cash flows.
"We could lower the ratings if the company does not lower debt
leverage with improved EBITDA or debt reduction. This could result
if Mattress Firm makes additional store closures or experiences
liquidity or solvency issues, resulting in the inability to realize
improved sales and profits from that partnership; or from
unanticipated operating difficulties, possibly from an economic
downturn or increased competitive pressures resulting in cash flows
dropping below break-even levels.
"We could consider revising the outlook to stable if the company's
operating performance improves and the company repays debt,
resulting in improved debt leverage below 8x and a clear path to
7x. We believe this could occur if Mattress Firm's operating
performance stabilizes and the company is able to increase
penetration at Mattress Firm locations."
SIGNET JEWELERS: S&P Cuts CCR to 'BB+' on Weak Business Prospects
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on diamond
and specialty jewelry retailer Signet Jewelers Ltd. to 'BB+' from
'BBB-'. The outlook is negative. S&P also lowered the short-term
corporate credit rating to 'B' from 'A-3' and subsequently withdrew
it at the company's request.
At the same time, S&P lowered the issue-level rating on the
company's $400 million unsecured notes maturing in 2024 to 'BB+'
from 'BBB-', and assigned its '3' recovery rating. The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 65%) in the event of a payment default.
The downgrade reflects the company's weak performance in the past
few quarters and our expectation that these trends will likely
continue in the next 12 months. Comparable same-store sales in the
past two quarters including its key holiday sales period, were
about negative 5%. This was primarily the result of execution
issues during the first phase of transitioning its in-house
customer financing to a third party. Signet's guidance also pointed
to a continuation of negative sales comparisons for this fiscal
year, forecasting same-store sales falling to low- to
mid-single-digit levels. Accordingly, S&P revised its forecast
downward and expect credit metrics will weaken with EBITDA margins
declining to about 17% and debt/EBITDA increasing to slightly more
than 3x on a sustained basis.
S&P said, "The negative rating outlook reflects our belief that
there is operating risks from continued disruption in credit
underwriting as well as potential execution mishaps from its new
transformation plan. We believe the company could continue to lose
market share to e-commerce and other competitors such as department
stores. This would lead to weakened credit metrics, including debt
to EBITDA of more than 3x.
"We could lower the ratings if adjusted debt to EBITDA increases to
about 3.5x in the next 12 months because either sales or
profitability are below our base-case expectations. This could
happen if Signet's customer service issues persist or if it
continues to lose market share because of competitive pressures,
causing us to view its competitive standing less favorable. A
downgrade could also occur if the company undertakes a material
debt-funded stock buyback program.
"We could revise the outlook to stable if leverage remains below
3x. This could emanate from meaningful improvement in same-store
sales trend and EBITDA improvement from its business transformation
plan or sales leverage. We would also need to be confident that
customer service issues are diminishing and the company is gaining
traction with its e-commerce initiatives."
SOUTHERN INDUSTRIAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Southern Industrial Mechanical Maintenance
Company, LLC, as of March 20, according to a court docket.
About SIMMCO
Southern Industrial Mechanical Maintenance Company, LLC --
http://www.simmco.net/-- dba SIMMCO, dba SIMMCO LLC, a division of
the Blurton Group, is a construction maintenance & fabrication
company based in Brownsville, Tennessee. SIMMCO offers pipe
fabrication, industrial construction, facility maintenance, vessel
fabrication, rigging and heavy hauling, as well as flushing &
filtration services. The Debtor was founded in 1977.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tenn. Case No. 18-10261) on Feb. 9, 2018, estimating its assets and
liabilities at between $10 million and $50 million each. The
petition was signed by David R. Blurton, president and chief
executive officer.
Judge Jimmy L. Croom presides over the case.
Gene Humphreys, Esq., Paul G. Jennings, Esq., and Glenn B. Rose,
Esq., at Bass, Berry & Sims, PLC, serve as the Debtor's bankruptcy
counsel.
STARS GROUP: Moody's Affirms B2 CFR; Outlook Stable
---------------------------------------------------
Moody's Investors Service affirmed Stars Group Inc.'s B2 Corporate
Family Rating (CFR), B2-PD Probability of Default Rating (PDR) and
stable outlook. The company's Speculative Grade Liquidity rating
was upgraded to SGL-1 from SGL-2. Moody's additionally assigned B2
ratings to Stars Group Holdings B.V.'s (The) (co-issuer) proposed
upsized, amended, extended and re-priced USD 1st lien term loan due
2025, EUR 1st lien term loan due 2025, and proposed $300 million
senior secured revolving credit facility due 2023. The add-ons to
the dollar and euro term loan traunches will total $425 million.
The assignment of new ratings to these term loans and revolver
reflects the proposed upsizing, amend, extend and re-pricing of
these facilities and the assignment of a new CUSIP number to these
debt items.
The company's existing 1st lien term loans due 2021 and revolver
due 2019 were downgraded to B2 from B1 reflecting the reduction in
second lien debt cushion and the Caa1 rating on the company's
existing 2nd lien term loan due 2022 remains unchanged. The ratings
on these facilities will be withdrawn upon close of the new
proposed upsized, amended, extended and re-priced facilities.
Some of the proceeds from the new proposed $425 million term loan
add-on, balance sheet cash and $85 million of new common shares to
be issued, will be used to fund the previously announced
acquisition of 80% of CrownBet Holdings Pty Limited ("CrownBet")
and William Hill Australia Holdings Pty Limited ("William Hill
Australia"), repay the company's existing second lien term loan
facility ($95 million outstanding), as well as pay related fees and
expenses.
"The proposed amend, extend and re-pricing transaction will improve
The Stars Group's financial flexibility in that it will repay
higher cost second lien debt, push out debt maturities, increase
the size of the company's revolver, as well as provide funds for
the acquisition," stated Adam McLaren, Moody's analyst. The
affirmation of the B2 Corporate Family Rating reflects that even as
leverage will increase by about 0.5x, Moody's view the 80%
ownership stake in CrownBet and William Hill Australia as a modest
credit positive for The Stars Group as it allows the company entry
into the large regulated Australian sportsbook market and continues
to diversify the company away from poker. "The acquisition provides
Stars with a technology platform in sports betting which could be
utilized in other jurisdictions, to the extent opportunities
arise," added McLaren.
Affirmations:
Issuer: Stars Group Inc. (The)
-- Probability of Default Rating, Affirmed B2-PD
-- Corporate Family Rating, Affirmed B2
Assignments:
Issuer: Stars Group Holdings B.V. (The)
-- Senior Secured 1st Lien Bank Credit Facilities, Assigned B2
(LGD3)
Downgrades:
Issuer: Stars Group Holdings B.V. (The)
-- Senior Secured 1st Lien Bank Credit Facilities, Downgraded to
B2 from B1 (LGD3)
Upgrades:
Issuer: Stars Group Inc. (The)
-- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
SGL-2
Outlook Actions:
Issuer: Stars Group Holdings B.V. (The)
-- Outlook, Remains Stable
Issuer: Stars Group Inc. (The)
-- Outlook, Remains Stable
RATINGS RATIONALE
Stars Group Inc. (The) (B2 stable) is supported by the company's
market leading position in terms of revenue in online poker, its
licenses to operate in all major jurisdictions where online poker
has been legalized, and growing casino and sportsbook business. The
ratings are also supported by the company's relatively high EBITDA
margins at over 40%, along with the repayment of the company's
financial obligation ($400 million) related to the 2014 acquisition
of Olford Group Limited. Debt and leverage levels have reduced each
of the past three years through revenue and earnings growth, as
well as voluntary repayment of debt.
Key credit concerns include The Stars Group's relatively narrow
product focus -- the company's revenue and earnings are derived
entirely from online gaming activities -- along with the inherent
risks related to the company's public strategy of growing through
acquisition, and the uncertainty related to an evolving regulatory
environment for online gaming in various jurisdictions around the
world.
The stable rating outlook reflects continuous improvement in The
Stars Group's operating performance during the past year, along
with Moody's expectation that this trend will continue. The stable
outlook also incorporates the expectation for the sucessful
integration and growth of recently acquired businesses.
A ratings upgrade could occur if Moody's believe The Stars Group
will maintain debt/EBITDA below 4.5 times, as well as favorable
resolution of pending litigation. Ratings could be lowered if The
Stars Group's debt/EBITDA rises above 6.5 times, including if the
pace or size of acquisitions were to increase meaningfully.
Stars Group Inc. (The) (TSX and NASDAQ: TSG) provides
technology-based products and services in the global gaming and
interactive entertainment industries as well as services and
systems to online gaming operators. The company owns and operates
the Poker Stars and Full Tilt Poker online poker brands. The Stars
Group has two reportable segments: Poker and Casino & Sportsbook.
Total revenue for the last twelve month period ended 12/31/17 was
approximately $1.3 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
SYMPLAST LLC: Chapter 727 Claims Bar Date Set for July 4
--------------------------------------------------------
A petition was filed on March 6, 2018, commencing an Assignment for
the Benefit of Creditors Proceeding pursuant to Chapter 727,
Florida Statutes, by the Assignor, Symplast, LLC, to Philip J. Von
Kahle, as Assignee. The case is captioned as, In Re: SYMPLAST,
LLC, a Florida Limited Liability Company, Assignor, To: Philip Von
Kahle, Assignee, pending before the CIRCUIT COURT OF THE 17TH
JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA, CASE NO.:
CACE-18-005209.
Symplast, LLC has its principal place of business at 205 S.W. 84th
Avenue, Plantation, FL 33324.
The Assignee has offices located at Michael Moecker & Associates,
Inc., at 1883 Marina Mile Blvd., Suite 106, Fort Lauderdale, FL
33315.
Pursuant to Florida Statutes 727.105, no proceeding may be
commenced against the Assignee except as provided in Chapter 727
and except in the case of a secured creditor enforcing its rights
and collateral under Chapter 679, there shall be no levy,
execution, attachment, or the like in the respect of any judgment
against assets of the estate, other than real property, in the
possession, custody, or control of the Assignee.
To receive any dividend in this proceeding, interested parties must
file a proof of claim with the Assignee on or before July 4, 2018.
TASEKO MINES: S&P Raises CCR to 'B' on Improved Copper Prices
-------------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating to 'B' from 'B-'. The outlook is stable.
At the same time, S&P Global Ratings raised its issue-level rating
on the company's US$250 million senior secured notes due 2022 to
'B' from 'B-'. The '3' recovery rating on the debt is unchanged and
reflects S&P's expectation for meaningful (50%-70%; rounded
estimate of 65%) recovery in the event of default.
S&P said, "The upgrade primarily reflects the improvement in our
estimates for Taseko's prospective cash flows and credit measures,
which mainly reflect improved copper prices. Prices have remained
strong and above our previous expectations for several months, and
we recently revised our assumptions for 2018-2020. We now expect
Taseko to generate an average adjusted debt-to-EBITDA ratio below
4x over the next two years, in line with our previous upgrade
trigger. We also expect the company to generate positive free cash
flow over this period, which should strengthen its liquidity
position from improved levels in 2017. In our view, Taseko's
stronger cash position and lack of near-term debt maturities
following its refinancing last year, improve the company's ability
to manage copper price volatility.
"The stable outlook reflects our expectation that the company will
generate an adjusted debt-to-EBITDA ratio of below 4x over the next
two years, and improve its liquidity position from positive free
cash flow generation. Our estimates are driven primarily on our
expectations for relatively strong average copper metal prices to
persist in 2018 and 2019.
"We could take a negative rating action if Taseko were to generate
earnings and cash flow below our expectations leading to adjusted
debt-to-EBITDA ratio of about 5x or if the company generates
negative free operating cash flows to an extent that materially
weakens its liquidity. In this scenario, we would expect Taseko to
realize weaker copper margins from lower prices or
higher-than-expected cash costs, or capital expenditures materially
above our estimates.
"We believe an upgrade is highly unlikely in the next 12 months
given the limited diversification of Taseko's operations and high
sensitivity to copper price fluctuations related to its relatively
high cost structure. However, we could upgrade Taseko if it
materially improves its scale and operational diversity, most
likely from acquisitions, and we believe the company will maintain
an adjusted debt-to-EBITDA ratio below 3x."
TEEKOY INVESTMENTS: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Teekoy Investments, LLC
6053 Miramar Pkwy
Miramar, FL 33023
Business Description: Teekoy Investments, LLC listed its
business as Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)),
whose principal assets are located at
6047 Miramar Pkwy Hollywood, Florida 33023.
Chapter 11 Petition Date: March 19, 2018
Case No.: 18-13116
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Hon. John K Olson
Debtor's Counsel: Barry S. Mittelberg, Esq.
BARRY S MITTELBERG, P.A.
10100 W Sample Rd #407
Coral Springs, FL 33065
Tel: 954-752-1213
E-mail: barry@mittelberglaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joe Kuruvila, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at http://bankrupt.com/misc/flsb18-13116.pdf
TEMPUR SEALY: S&P Affirms BB Corp. Credit Rating, Outlook Negative
------------------------------------------------------------------
U.S.-based Tempur Sealy International Inc.'s operating results for
the fiscal year ended Dec. 31, 2017, were hurt by the
discontinuance of its contract with Mattress Firm, resulting in a
deterioration of EBITDA and an adjusted debt-to-EBITDA ratio of
above 4x.
S&P Global Ratings affirmed its ratings, including its 'BB'
corporate credit rating, on Lexington, Ky.-based Tempur Sealy
International Inc. The outlook remains negative.
S&P said, "We also affirmed our 'BB' issue-level rating on the
company's $450 million and $600 million senior unsecured notes due
2023 and 2026, respectively. The '3' recovery rating indicates our
expectation of meaningful (50%-70%, rounded estimate 60%) recovery
in the event of a payment default.
"As of Dec. 31, 2017, we estimate that the company had about $1.8
billion in reported debt outstanding.
"The affirmation of the 'BB' corporate credit rating and sustained
negative outlook reflects our expectation that operating
performance will remain weaker during the first quarter of 2018 as
the Tempur Sealy incurs significant costs to launch its new Tempur
Pedic product lines, resulting in lower-than-average profitability
and leverage remaining above 4x through at least the first two
quarters. However, we expect profitability to return in the second
half of the year as the company cycles off many of the one-time
charges it faced with the Mattress Firm contract termination and
continues the momentum it had in 2017 at non-Mattress Firm stores,
including an expected pick up in sales associated with the product
launch. We expect the company to achieve a more normalized state of
business by the third quarter of 2018, which should result in
significant cash flow generation that can be applied to debt
reduction. We expect the company to prioritize debt reduction over
other capital outlays like share repurchases or acquisition
activity until the company achieves its leverage target of around
3.5x, which we expect the company to achieve by the second half of
2018.
"The negative outlook reflects the one-in-three likelihood that we
could lower the ratings if the company is unable to reduce leverage
to below 4x by the end of 2018 through the recapture of lost sales
and earnings from the termination of the Mattress Firm
relationship.
"We could lower the ratings if the company is unable to continue to
grow revenues in the high-single digits and to achieve its EBITDA
target for 2018. We could also lower the ratings if the company
prioritizes share repurchases over applying excess cash flow to
debt reduction.
"We could revise the outlook to stable if the company stabilizes
and grows the business in 2018. We would expect the company to
maintain debt leverage below 4x by halting share repurchases and
applying excess cash flow to debt reduction, regaining new
customers, and improving profitability, including improving EBITDA
margins to the high-teens."
TEXAS E&P: Trustee Seeks Approval of Settlement with Miken Oil
--------------------------------------------------------------
Jason R. Searcy, the Chapter 11 Trustee of Texas E&P Operating,
Inc., asks the U.S. Bankruptcy Court for the Northern District of
Texas to authorize (a) his proposed settlement with Miken Oil, Inc.
resolving disputes involving (i) a 20-acre mineral lease pursuant
to the 1931 W.W. Elder Lease (06231) in Gregg County, Texas ("1931
Lease"); (ii) the disposition of 4.29 acres the Debtor owns in
Gregg County, Texas ("Elder Property"); and (iii) Miken's related
Motion for Relief from the Automatic Stay ("Lift Stay Motion"); and
(b) the sale of the Elder Property to Miken for $25,000.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The Debtor scheduled the Elder Property and interests in the 1931
Lease among the estate's assets. Before the Petition Date, Miken
determined that the Debtor's interests in the 1931 Lease expired by
its own terms due to the Debtor's abandonment of production
triggering the lease's thirty-day cessation clause. Miken acquired
new leases on the 1931 Lease acreage and petitioned the Texas
Railroad Commission for authority to operate at the location. The
Debtor opposed Miken's petition and disputed the 1931 Lease's
termination.
On Jan. 5, 2018, Miken filed the Lift Stay Motion, seeking stay
relief to obtain a Texas state court order quieting title in favor
of Miken's leases based on the termination of the 1931 Lease. Upon
the Trustee's appointment, the Trustee investigated the 1931 Lease
and the Elder Property and engaged with Miken in good faith,
arm's-length negotiations to resolve the Lift Stay Motion and 1931
Lease dispute, resulting in the Settlement.
The Settlement includes Miken's purchase of the Elder Property
pursuant to the Warranty Deed, free and clear of all liens. The
Elder Property consists of a small track of land with questionable,
if any, market value. The property's surface has been the site of
likely oil spills and is cluttered with undesirable abandoned
equipment. Further, the Elder Property has no meaningful use
except in connection with a producing oil and gas lease.
The proposed settlement terms include: (i) Miken pays the Trustee
$25,000 at closing; (ii) the Trustee transfers the Elder Property
to Miken by warranty deed, free and clear of any liens and claims;
(iii) the Trustee executed a form P4 transferring related operating
rights to Miken; and (iv) the Trustee releases any of the Debtor's
and estate's remaining rights, if any, to the 1931 Lease.
In summary, the Settlement's proposed sale of the Elder Property to
Miken represents a good deal for the estate. In the Trustee's
business judgment and experience, after a reasonable investigation,
the Elder Property is unlikely to result in any higher or better
offers from other parties. The Settlement's sale of the Elder
Property to Miken represents the highest and best use of the Elder
Property, returning the most value to the estate and its creditors.
Accordingly, as an integral part of the Settlement, the Trustee
asks the Court approve the sale of the Elder Property to Miken
pursuant to the Warranty Deed.
The Trustee has investigated the 1931 Lease and the Elder Property,
negotiated with Miken in good faith, and determined, in his
business judgment, that the Settlement is in the best interest of
the estate and its creditors and represents a fair price for the
Elder Property. Further, the Official Committee of Unsecured
Creditors supports the Settlement. Accordingly, the Court should
approve the Settlement and the related sale of the Elder Property
to Miken as detailed in the Motion.
A copy of the Warranty Deed attached to the Motion is available for
free at:
http://bankrupt.com/misc/Texas_E&P_132_Sales.pdf
The Purchaser:
MIKEN OIL, INC.
P.O. Box 99
Kilgore, TX 75663
About Texas E&P Operating
Based in Richardson, Texas, the Texas E&P group of companies --
http://texasepgroup.com/-- offer direct investment opportunities
in its oil and natural gas projects in the Southwestern United
States. From the initial investment to the production of each
well, the Group oversees each phase of development. Texas E&P
Operating is an independent oil and natural gas operator, with
specialties in developing new and existing oil fields since 1994.
Texas E&P Funding manages a diverse offering of oil and natural gas
investments. Texas E&P Well Service is in the well work-over and
completion industry, with dedication to safety and innovation.
Texas E&P Operating, Inc., f/k/a Chestnut Exploration and
Production, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017. In the
petition signed by Mark A. Plummber, president, the Debtor
estimated its assets and liabilities at between $10 million and $50
million each.
Judge Stacey G. Jernigan presides over the case.
John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors' in the Debtor's case.
On Jan. 19, 2018, Jason Searcy was appointed as the Chapter 11
Trustee of the Debtor. The Trustee hired Searcy & Searcy, P.C., as
counsel.
TEXAS FLUORESCENCE: Files Amended Chapter 11 Liquidation Plan
-------------------------------------------------------------
Texas Fluorescence Laboratories, Inc., filed with the U.S.
Bankruptcy Court for the Western District of Texas a combined
disclosure statement and amended plan of liquidation dated March 9,
2018.
The Plan is one of liquidation, not reorganization. TEF Labs does
not have the funds or credit to continue operations in order to
reorganize, so it is proposing to sell substantially all of its
assets to Ion Indicators, LLC, an entity wholly but indirectly
owned by Francisco Conti who is currently a 22.57% shareholder of
the Debtor. Ion is expected to engage in a business similar to that
of TEF Labs, which is the development, manufacture and sale of
fluorescent ion indicators for the medical and biological research
industries. Ion is expected to employ Dr. Akwasi Minta, the founder
and chief scientist of the Debtor, who does not have any existing
employment contract with the Debtor.
Creditors of TEF Labs will be paid from the proceeds of the sale of
assets to Ion and from the liquidation of any of the assets of the
Debtor not purchased by Ion.
In particular, on the "Effective Date" of the or as soon thereafter
as possible, the Debtor will transfer all of its assets to a
liquidating trust established under the Debtor's Plan. The
Beneficiaries of that Trust will be the Creditors of the Debtor and
its Shareholders, in their proportionate interests, and in the
priority of those interests. As of the Confirmation Date, the
interests of all Shareholders in the Debtor, however, will be
canceled and the company may be dissolved as soon as possible
thereafter.
Also on that same date, or as soon thereafter as possible, for the
sum of $200,000 cash, Ion will purchase from the Liquidating Trust
all of the Debtor's inventory and any transferable government
permits and licenses, and an exclusive option to purchase the
Property and all other assets of the Debtor except cash, accounts
receivable, claims and causes of action. Ion will also, on that
same date, enter into a lease with the trustee of the Liquidating
Trust to use those assets subject to the Option, including the
Property for a nominal sum of $10 per month and for a period of up
to three years, provided certain conditions are met.
Creditors will be paid in the priority established in the
Bankruptcy Code: Creditors with liens on property will be paid
first from proceeds of that property; Administrative Claims of the
Bankruptcy Case will be paid next from any and all of the proceeds
collected by the Liquidating Trustee, Priority Claims will be paid
next from those proceeds, and Unsecured Creditors will be paid
after that from those proceeds. If and only if there are sufficient
funds to pay Unsecured Creditors in full, with interest of 6% per
annum, will the Shareholders of the Debtor receive any distribution
from the Liquidating Trust. The Debtor believes any distribution to
Shareholders is highly unlikely.
A full-text copy of the Disclosure Statement dated March 9, 2018 is
available for free at:
http://bankrupt.com/misc/txwb17-10517-91.pdf
About Texas Fluorescence
Texas Fluorescence Laboratories, Inc., a small business debtor as
defined in 11 U.S.C. Sec. 101(51D), develops products for designing
fluorescent and molecular probes. It develops ion indicators,
ionophores, PKC indicators, general fluorophores, and surfactants
for cell biology, biochemistry, biomolecular screening, molecular
biology, microbiology, and neuroscience. The company also provides
probes for electrophysiology, live-cell function, receptors and ion
channels, in situ hybridization, signal transduction, and
ribonucleic acid and deoxyribonucleic acid; and pH indicators; as
well as membrane potential; flow cytometry; and custom synthesis
products. TEF Labs, Inc., is based in Austin, Texas.
Texas Fluorescence Laboratories filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 17-10517) on May 1, 2017. The Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. The petition was signed by Akwasi Minta, director and
officer.
The Hon. Tony M. Davis presides over the case.
B. Weldon Ponder, Jr., Esq., at B. Weldon Ponder, Jr., Attorney at
Law, serves as bankruptcy counsel to the Debtor.
TO YOUR HEALTH: Administrator Recommends Non-Appointment of UCC
---------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Middle District of
Alabama on March 21 recommended that no committee of unsecured
creditors be appointed in the Chapter 11 case of To Your Health
Sprouted Bread & Flour Co., Inc. The Bankruptcy Administrator
disclosed that only two unsecured creditors expressed a willingness
to serve as committee members.
About To Your Health Sprouted Bread
& Flour Co. Inc.
To Your Health Sprouted Bread & Flour Co., Inc., which does
business under the name To Your Health Sprouted Flour Co., is a
woman-owned food processor business that offers freshly milled
flours from organic sprouted grains. The sprouting, drying, and
milling processes are all done in-house at its 14,400 square-foot
facility. The company is exporting its products to several
countries including Canada, Mexico, Australia, and the United
Kingdom.
To Your Health Sprouted Bread & Flour Co. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No.
18-30584) on March 1, 2018.
In the petition signed by Margaret Sutton, owner, the Debtor
disclosed that it had estimated assets and liabilities of $1
million to $10 million.
Judge William R. Sawyer presides over the case.
TO YOUR HEALTH: Proposes a $1.4M Sale of Assets to The Co-Pack
--------------------------------------------------------------
To Your Health Sprouted Bread & Flour Co., Inc., asks the U.S.
Bankruptcy Court for the Middle District of Alabama to authorize
the sale to The Co-Pack Co., LLC, or its successors and assigns of
(i) approximately 10 acres of real property and improvements in
Bullock County, Alabama, commonly known address for the Real
Property is 1138 Highway 82, Fitzpatrick, Alabama for $850,000;
(ii) equipment used in the ordinary course of business and most, if
not all, is located at or near the Real Property for $500,000; and
(iii) remaining assets used in the ordinary course of business and
most, if not all, is located at or near the Real Property for
$50,000.
Due to the complexity of the security interests pertaining to the
assets, the Debtor respectfully asks that the Motion be treated as
three separate motions pertaining to each asset group.
For Asset Group 1 - Real Estate, the Debtor owns the Real Property.
It has exclusive possession of the Real Property and asks approval
of the Court to convey, sell, and transfer the Real Property to
Buyer, or its successors and assigns, for $850,000, free and clear
of all mortgages, liens, and encumbrances.
Within the last two months, the Real Property was appraised by
Capital Real Estate Services in Montgomery, Alabama. In a 90-day
liquidation scenario, or should the lienholders of record foreclose
on the Real Property, Capital suggested that the Real Property
would sell for approximately $800,000, gross of fees. Factoring in
real estate agent commissions and closing fees, it is reasonable to
suggest that the Real Property would be sold, in a 90-day
liquidation scenario, for $700,000, net of fees.
The allocation of the purchase price for the Real Property, as
contemplated in the attached Asset Purchase Agreement, is $850,000,
or $150,000 over the net liquidation value. Immediately upon the
approval from the Court, Co-Pack will advance a good faith deposit
of $15,000 to be held with its counsel, Stuart Memory from the Law
Offices of Memory & Day, and Co-Pack will pay the remainder of the
Real Property Purchase Price at closing.
No real estate commissions are anticipated. The Debtor and Co-Pack
understand that the Real Property will be conveyed "as is, where
is," without warranty. The closing on the Real Property Sale will
occur within 10 days of the entry of an order from the Court.
Although the Debtor has exclusive title to the Real Property, the
Debtor has a good faith belief that the following entities have a
lien interest in the Real Property, to wit: (i) First Interest -
AmeriFirst Bank, c/o Robert R. Ramsey, President and CEO, 8165
Vaughn Road, Montgomery, Alabama; and (ii) Second Interest -
Florida Business Development Cor. ("FBDC"), c/o Steve Wilson, 6801
Lake Worth Road, Ste 209 Lake Worth, Florida.
These entities will be given notice of the proposed Real Property
Sale; and the date and time of the hearing to approve said Real
Property Sale. The Motion also proposes giving AmeriFirst and the
FBDC an opportunity to object to the proposed Real Property Sale;
and setting a deadline 21 days after the filing of them to object
to same.
The Debtor and Co-Pack propose the following allocation of the Real
Property Purchase Price to the lienholders of the Real Property:
(i) First Interest, AmeriFirst Bank - $775,000 and (ii) Second
Interest, FBDC - $75,000. These amounts to the lienholders are
reasonable in that it is more than they would receive in the event
of either lienholder modifies the bankruptcy stay, forecloses, and
liquidates the Real Property. More details of the Real Property
Sale are detailed in the Asset Purchase Agreement.
For Asset Group 2 - Equipment, the Debtor owns the Equipment. An
itemization of the Equipment is attached to the Asset Purchase
Agreement. The Debtor has exclusive possession of the Equipment
and asks approval of the Court to convey, sell, and transfer the
Equipment to Co-Pack, free and clear of liens and encumbrances, for
$500,000.
Within the last two months, the Equipment was appraised by Loeb
Appraisals in Chicago, Illinois. In a public auction, Loeb
suggested that the Equipment would sell for approximately $494,630,
gross of fees. Factoring in auction and closing fees, it is
reasonable to suggest that the Equipment would be sold, in an
auction scenario, for $400,000, net of fees.
The allocation of the purchase price for the Equipment, as
contemplated in the attached Asset Purchase Agreement, is $500,000,
or approximately $100,000 over the net auction value. Immediately
upon the approval from the Court, Co-Pack will advance a good faith
deposit of$10,000 to be held with its counsel, Stuart Memory from
the Law Offices of Memory & Day, and Co-Pack will pay the remainder
of the Equipment Purchase Price at closing.
The Debtor and Co-Pack understand that the Equipment will be
conveyed "as is, where is." The Closing on the Equipment Sale will
occur within 10 days of the entry of an order from the Court.
Although the Debtor has exclusive title to the Equipment, the
Debtor has a good faith belief that the following entities have a
lien interest in the Equipment, to wit: (i) First Interest –
Blanket lien - AmeriFirst Bank; (ii) Second Interest – Blanket
Lien - Whole Foods Market Services, Inc., c/o CT Corporation
System, Registered Agent, 1999 Bryan Street, Ste 900, Dallas,
Texas; and (iii) Third Interest – Blanket Lien - FBDC.
These entities will be given notice of the proposed Equipment Sale;
and the date and time of the hearing to approve said Equipment
Sale. This Motion also proposes giving AmeriFirst, Whole Foods, and
the FBDC an opportunity to object to the proposed Equipment Sale;
and setting a deadline 21 days after the filing of the Motion,
allowing them to object to same.
The Debtor and Co-Pack propose the following allocation of the
Equipment Purchase Price to the lienholders of the Equipment: (i)
First Interest, AmeriFirst Bank - $400,000; (ii) Second Interest,
Whole Foods - $50,000; and (iii) Third Interest, FBDC - $50,000.
These amounts to the lienholders are reasonable in that it is more
than they would receive in the event of any lienholder to the
Equipment modifies the bankruptcy stay, repossesses, and liquidates
the Equipment at auction. More details of the Equipment Sale are
detailed in that certain Asset Purchase Agreement. The Debtor and
Co-Pack agree that Court approval is required to finalize any sort
of agreement.
For Asset Group 3 - Remaining Assets, the Debtor owns the Remaining
Assets. An itemization of the Remaining Assets is attached to the
Asset Purchase Agreement. The Debtor has exclusive possession of
the Remaining Assets and asks approval of the Court to convey,
sell, and transfer the Remaining Assets to Co-Pack, free and clear
of liens and encumbrances.
The Remaining Assets have not been appraised, but Co-Pack, in its
due diligence, has deemed the value of the Remaining Assets to be
insignificant. The allocation of the purchase price for the
Remaining Assets is $50,000. Immediately upon the approval from
the Court, Co-Pack will advance a good faith deposit of $5,000 to
be held with its counsel, Stuart Memory from the Law Offices of
Memory & Day, and Co-Pack will pay the remainder of the Remaining
Asset Purchase Price at closing.
The Debtor and Co-Pack understand that the Remaining Assets will be
conveyed "as is, where is." The Closing on the Remaining Asset
Sale will occur within 10 days of the entry of an order from the
Court. The Debtor has a good faith belief that the Remaining
Assets are owned free and clear of any liens and encumbrances.
The Debtor and Co-Pack propose that the entirety of the Remaining
Asset Purchase Price be allocated, pro-rata to unsecured creditors.
The balance to the unsecured creditors, coupled with the
liquidation of the deposit accounts of the Debtor and collection of
the outstanding accounts receivable (both of which are
unencumbered), enables the unsecured creditors to receive more
proceeds than the same would receive in an ordinary Chapter 7
proceeding. More details of the Remaining Asset Sale are detailed
in Exhibit A. The Debtor and Co-Pack agree that Court approval is
required to finalize any sort of agreement.
The Debtor asks the Court to set a hearing on the Motion within the
next 30 days to hear the arguments of the Debtor, Co-Pack, or any
other creditor who files an objection, if any.
A copy of the Agreement and Exhibit A attached to the Motion is
available for free at:
http://bankrupt.com/misc/To_Your_Health_14_Sales.pdf
The Purchaser:
THE CO-PACK CO., LLC
4145 Carmichael Road
Montgomery, AL 36106
The Purchaser is represented by:
Stuart H. Memory, Esq.
MEMORY & DAY
P.O. Box 4054
Montgomery, AL 36103
About To Your Health
Sprouted Bread & Flour
Located in Fitzpatrick, Alabama, To Your Health Sprouted Bread and
Flour Co., Inc. -- https://www.healthyflour.com/ -- doing business
as To Your Health Sprouted Flour Co., is a woman-owned food
processor business that offers freshly milled flours from organic
sprouted grains. The sprouting, drying, and milling processes are
all done in-house at its 14,400 square-foot facility. The Company
makes organic sprouted grain flours for baking healthy, delicious,
nutrient-rich foods. The Company is exporting its products to
several countries, including Canada, Mexico, Australia, and the
United Kingdom.
To Your Health Sprouted Bread & Flour Co., Inc., sought Chapter 11
protection (Bankr. M.D. Ala. Case No. 18-30584) on March 1, 2018.
In the petition signed by Margaret "Peggy" Sutton, owner, the
Debtor estimated assets and liabilities in the range of $1 million
to $10 million. The case is assigned to Judge William R. Sawyer.
The Debtor tapped Michael A. Fritz, Sr., Esq., at Fritz Law Firm,
as counsel.
TOISA LIMITED: Taps H. Clarkson & Company as Broker
---------------------------------------------------
Toisa Limited seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire H. Clarkson & Company
Limited.
The firm will provide brokerage services in connection with the
sale of the tankers and bulkers owned by Toisa Limited and its
affiliates, and the assignment of the contracts for the purchase of
six tankers currently under construction.
The firm will get a commission of 0.5% of the cash purchase price
for each asset upon the closing of the sale of such asset.
H. Clarkson is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Philip Harding
H. Clarkson & Company Limited
Commodity Quay, St. Katharine Docks
London, E1W 1BF
Phone: +(44) (0)20-7334-0000
E-mail: london@clarksons.com
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. In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in both
assets and liabilities.
Judge Shelley C. Chapman is the case judge.
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; and Scura
Paley Securities LLC, as financial advisor.
The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017. The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel.
TOWN SPORTS: S&P Puts 'CCC+' CCR on CreditWatch Positive
--------------------------------------------------------
U.S. fitness club operator Town Sports International Holdings Inc.
reported improved operating performance, with same-store sales,
revenue, EBITDA and free cash flow growth in 2017. This has
resulted in strengthened credit metrics, and S&P no longer believes
the risk of a specific, near-term default scenario is plausible.
S&P Global Ratings placed its 'CCC+' corporate credit rating on New
York City-based Town Sports International Holdings Inc., and its
'CCC+' issue-level ratings on Town Sports' senior secured credit
facility, on CreditWatch with positive implications.
The positive CreditWatch listing reflects the company's improved
operating performance, with increases in same-store sales, revenue,
EBITDA, and operating cash flow in 2017. This has resulted in
strengthened credit measures. S&P said, "Therefore, we no longer
believe that a specific, near-term default scenario is plausible.
Furthermore, because of positive operating trends and the company's
term loan trading near par, we no longer believe that the company
would pursue a debt repurchase transaction that we could view as
distressed. The ratings have remained at 'CCC+' reflecting our
belief there could be a residual risk of another type of distressed
debt restructuring (like the one the company completed in December
2015) as long as the revenue model remains vulnerable."
S&P said, "We plan to resolve the CreditWatch listing on Town
Sports over the next few weeks, following an assessment of the
company's business and financial risk, specifically the
vulnerability of the company's revenue model over the next few
years. We also plan to review prospects for refinancing the
company's term loan credit facility, which matures in November
2020, in light of current positive operating trends, the
sustainability of the revenue model over time, and the company's
history of distressed debt exchanges. Upon the resolution of the
CreditWatch, we could raise our corporate credit rating one or two
notches to either 'B-' or 'B'."
TRACY JOHN CLEMENT: Trustee Leasing Land for $225 PerAcre
---------------------------------------------------------
Phillip L. Kunkel, Chapter 11 Trustee for Tracy John Clement, asks
the U.S. Bankruptcy Court for the District of Minnesota to
authorize him to enter into a lease agreement with Derek Clement
whereby the Debtor will lease to his son, Derek Clement, all of his
agricultural land, Parcel Nos. 09.023.0010, 09.023.031, and
09.026.0010 ("Nolts Property"), Parcel No. 33.0134.000 ("Miller 75
Property") and Parcel No. 33.032.000 ("Miller 80 Property"), for
$225/acre, with rent payable to the estate.
A hearing on the Motion is set for March 28, 2018 at 3:00 p.m.
Prior to the Petition Date, the Debtor ran a farming operation and
farmed both owned and leased land. Pursuant to the terms of the
Memorandum of Understanding, the Debtor negotiated a Joint Venture
Agreement with Meadow View Farms whereby the Debtor leased to
Meadow View Farms all of his agricultural land for $225/acre, with
rent payable to the estate. Under the arrangement, Meadow View
Farms and the Debtor shared in the profits from the operations, if
any, on a 60/40 basis. The Court approved the Joint Venture
Agreement on March 20, 2017.
The 2018 season is rapidly approaching and the Trustee believes
that securing leases of the agricultural land is in the best
interest of the estate. Meadow View Farms expressed an interest in
renting the agricultural land on the same terms and conditions
described in the Joint Venture Agreement. The parcels that were to
be leased to Meadow View Farms were: Nolts Property, Miller 75
Property and Miller 80 Property.
Accordingly, on Feb. 07, 2018 the Trustee filed a Notice of Hearing
and Motion Authorizing the Trustee to Enter into a Lease of Real
Estate Pursuant to 11 U.S.C. Section 363 which the Court granted on
Feb. 21, 2018.
Meadow View Farms has recently indicated to the Trustee that it no
longer intends to lease the Nolts Property, the Miller 75 Property,
and the Miller 80 Property. After being informed that Meadow View
Farms will not lease the parcels, the Debtor's son Derek Clement,
has expressed interest in renting the Nolts Property, the Miller 75
Property, and the Miller 80 Property. Derek Clement intends to
rent these parcels on the same terms and conditions as described in
the Joint Venture Agreement and previously considered by Meadow
View Farms ("2018 Lease"). Pursuant to the previous agreement of
the parties, the 2018 Lease between the Debtor and Derek Clement
would require a rental of $225/acre payable on or before April 1,
2018.
A copy of the anticipated 2018 Lease with Derek Clement attached to
the Motion is available for free at:
http://bankrupt.com/misc/Tracy_Clement_678_Sales.pdf
It is the Trustee's understanding that Conrad Clement will consent
to the 2018 Lease with Derek Clement, provided that he receives a
portion of the net proceeds for the jointly owned land. It is also
the Trustee's understanding that the secured lender consents to the
2018 Lease with Derek Clement.
After discussing the matter with the parties in interest and
Steffes Auction Group, the Trustee believes that it is in the best
interest of the estate to enter into the lease with Derek Clement.
He asks expedited relief because the terms of the 2018 Lease
require payment by Derek Clement on April 1, 2018. In addition,
the crop year is quickly approaching and it will be necessary for
Derek Clement to have access to the property as soon as possible to
make arrangements for the cultivation of the tillable land.
About Tracy John Clement
Tracy John Clement sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11,
2016. The Debtor tapped James C. Brand, Esq., at Fredrikson &
Byron PA, as counsel.
On May 3, 2016, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors.
On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter
11 Trustee for the Debtor. The attorneys for the Trustee are:
Abigail M. McGibbon, Esq.
P. Jason Thibodeaux, Esq.
Abigail M. McGibbon, Esq.
GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.
500 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
Tel: 612-632-3484
Fax: 612-632-4000
E-mail: jason.thibodeaux@gpmlaw.com
abigail.mcgibbon@gpmlaw.com
The Trustee retained Steffes Group, Inc., as auctioneer.
TRANSALTA CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 14, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Trans Alta Corporation to BB+ from BBB-.
Trans Alta Corporation (formerly Calgary Power) is an electricity
power generator and wholesale marketing company headquartered in
Calgary, Alberta.
TRIDENT TPI: S&P Lowers CCR to 'B-' on Acquisition Plans
--------------------------------------------------------
Trident TPI Holdings Inc. (Tekni-Plex) has entered into a
definitive agreement to acquire two companies for $126 million
including fees and expenses. The company is issuing $126 million of
incremental senior secured debt, which S&P anticipates will keep
Tekni-Plex's total debt-to-EBITDA ratio elevated to about 8.8x by
its fiscal year end on June 30, 2018.
S&P Global Ratings lowered its corporate credit rating on
U.S.-based Trident TPI Holdings Inc. to 'B-' from 'B'. The outlook
is stable.
S&P said, "At the same time, we lowered our issue-level rating on
Trident TPI Holdings Inc.'s senior secured credit facilities to
'B-' from 'B' in conjunction with the downgrade of the companies.
The recovery rating remains '3', indicating our expectation of
meaningful (50%-70%; rounded estimate: 50%) recovery in a payment
default scenario.
"Additionally, we lowered our issue-level rating on Trident TPI
Holdings Inc.'s senior unsecured note to 'CCC' from 'CCC+'. The
recovery rating remains '6', indicating our expectation of
negligible (0%-10%; rounded estimate: 5%) recovery in the event of
a payment default.
"The downgrade reflects our view that the incremental debt needed
to fund the acquisitions will keep Tekni-Plex's credit metrics
elevated, particularly its adjusted debt-to-EBITDA ratio. We expect
the company's pro forma debt leverage to increase to about 8.8x by
its fiscal year-end on June 30, 2018--and we anticipate that this
figure will remain above 7.5x over the next 12 months. Tekni-Plex
will raise about $126 million of new debt to fund the acquisitions,
which will complement its medical and food packaging divisions. In
aggregate, the companies' revenues and EBITDA margins in 2017 were
$57 million and approximately 23%, respectively. These acquisitions
will slightly increase the scale of Tekni-Plex's operations and
provide it with operational synergies and additional cash flow.
"The stable outlook on Tekni-Plex reflects our expectation that
favorable demand trends in the company's end markets, the
management's operational improvement initiatives, and contributions
from its recently acquired businesses will allow the company to
maintain credit measures that are appropriate for the current
rating, while maintaining adequate liquidity. While the company's
leverage ratio will continue to be elevated during the next 12-18
months, we anticipate free cash flow generation and debt repayment
should reduce its adjusted debt to EBITDA ratio to approximately
7.5x by the end of its fiscal year in 2019.
"We could raise our ratings on Tekni-Plex if the company
establishes a track record of disciplined financial policies and
reduces its debt leverage beyond the expectations set forth in our
base-case scenario, either by applying more of its free cash flow
to reduce its debt balances or by increasing its EBITDA
significantly. If the amount of deleveraging (inclusive of
potential acquisitions) is substantial, leading to sustained
adjusted debt to EBITDA below 7.0x with future financial policies
support it, we could raise the ratings.
"We could lower our ratings if a decline in the demand for the
company's products causes its operating performance to weaken,
limiting its free cash generation and constraining its liquidity
while its debt leverage remains elevated. We could also lower our
ratings if macro factors (such as an economic recession or abrupt
rises in material costs and interest rates) or company-specific
operational issues result in significantly lower earnings and cash
flows and an unsustainable capital structure. This could cause the
company to have difficulty meeting the fixed charges from its high
debt burden, and pressure its liquidity, which could prompt us to
lower the ratings."
UNIVERSAL HOSPITAL: S&P Affirms 'B-' CCR & Alters Outlook to Pos.
-----------------------------------------------------------------
Minneapolis-based Universal Hospital Services Inc.'s free cash
flows and leverage in 2017 were stronger than S&P projected,
stemming from a combination of EBITDA growth, reduction in capital
intensity, and lower working capital needs.
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Universal Hospital Service Inc., a medical equipment rental,
management, and servicing company. S&P also revised the outlook to
positive from stable.
S&P said, "At the same time, we affirmed our issue-level ratings on
the company's first-lien debt at 'B+' and on the company's
second-lien debt at 'B-'. The recovery ratings remain '1' and '3,'
respectively, indicating our expectations for substantial recovery
(above 90%; rounded estimate 95%) and meaningful recovery (50%-70%;
rounded estimate: 50%) for first- and second-lien lenders in the
event of a payment default.
"The outlook revision reflects our view that Universal Hospital
Services' (UHS) improved cash flow generation in the latter part of
2017 could be sustained at about $20 million annually, a level we
consider commensurate with a higher rating.
"Our positive outlook on UHS reflects its improved prospects for
sustained free cash flow generation as the company expands the CES
segment and reduces spending in its equipment rental business. It
reflects our expectations that organic growth and new contract wins
in the CES segment, as well as disciplined capital spending in the
rental segment, will enable the company to sustain cash flows of
around $20 million over the next year."
VILLA MARIE: Can Use Bank's Cash Collateral on Interim Basis
------------------------------------------------------------
The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the
Southern District of Illinois gave Villa Marie Winery, LLC, and its
debtor-affiliates, authority for the interim use of First Mid
Illinois Bank & Trust, N.A.'s cash collateral.
The Debtors revealed that as of Feb. 14, 2018, it owed First
Mid-Illinois the approximate sum of $1,717,426. This loan is
secured by valid, perfected, enforceable, first priority liens and
security interests upon and in, substantially all of the Debtors’
assets including accounts, inventory, equipment, improvements, and
proceeds thereof. In addition, First Mid-Illinois holds mortgages
on certain real estate owned by the various Debtors. The Debtors
told the Court that it values this real estate for at least $2.2
million though First Mid-Illinois has disputed this valuation.
The Debtors said that they need to use the Bank’s Cash Collateral
during the case in order to continue their business operations and
to pay their regular daily expenses, including employees’ wages,
utilities, and other costs of doing business.
In fact since filing for bankruptcy, the Debtors had made an
unsecured loan from Judy Weimann in the amount of $29,700 as
operating capital.
As adequate protection, First Mid-Illinois is granted liens upon
and security interests in all post-petition inventory and accounts
and accounts receivable of Debtors, which liens and security
interests shall have the same priority as the liens and security
interests held by Bank prior to commencement of the Debtors’
Chapter 11 cases. These replacement liens shall extend to all of
the inventory and accounts receivable of Debtors, whether owned or
existing on the Petition Date, or acquired or arising subsequent
thereto.
The Court has scheduled a final hearing at 9:00 a.m., on March 29,
2018.
A copy of the Order can be viewed at:
http://bankrupt.com/misc/VillaMarieOrder.pdf
About Villa Marie Winery
Villa Marie Winery LLC -- https://villamariewinery.com -- and its
subsidiaries are privately-held companies in Maryville, Illinois,
that operate a vineyard, winery and banquet complex.
Villa Marie Winery and its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case Nos.
18-30163 to 18-30169) on Feb. 14, 2018. In the petition signed by
Judy S. Wiemann, owner, the Debtor estimated assets and liabilities
of $1 million to $10 million.
Judge Laura K. Grandy presides over the cases.
VITAMIN WORLD: Committee Seeks to Clawback $5M from Shareholder
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Vitamin World, Inc., urged the Delaware bankruptcy court
to grant it standing and authority to commence and prosecute
clawback lawsuits against certain entities.
The Committee intends to file a fraudulent transfer lawsuit against
Vitamin World's non-debtor parent company, CLP VW Holdings, LLC, to
recover a $5 million payout made last year.
The Committee says the Debtors have advised that they agree to the
entry of a consent order granting the Committee standing and
authorization to commence and prosecute an adversary proceeding on
behalf of the Debtors' estates against the CLP Entities.
CLP was formed by its two equity holders, Centre Lane Partners III,
LLP, and ZM I CLP III Parallel, LLC, on or about February 1, 2016.
On February 16, 2016, CLP purchased what became the Debtors' assets
from NBTY, Inc. CLP's consideration was payment of $10 million in
cash, the issuance of a promissory note by Debtor VWRE to NBTY in
the original amount of $15 million dated as of February 16, 2016,
and a warrant to purchase shares of the VWRE issued to NBTY.
Debtor VWRE's sole assets were its equity interest in the
subsidiary Debtors and its ownership of a warehouse facility
located in Holbrook, New York.
On December 15, 2016, VWRE entered into a sale-lease back
arrangement for the Warehouse with an unrelated party. The sale
price for the Warehouse was $16,552,327.50.
At the time of the sale of the Warehouse on December 15, 2016, the
Warehouse was not encumbered by any secured debt, but subject only
to the Subordinated Note in favor of NBTY, which was unsecured.
Upon the closing of the sale of the Warehouse, instead of utilizing
all of the net proceeds to reduce VWRE's $15 million debt owed to
NBTY under the Subordinated Note, after payment of transaction
fees, $5 million was paid to CLP shareholders, namely CLP III and
ZM CLP, as a return of capital.
The Committee sent the CLP Entities a demand letter dated February
14, 2018, demanding repayment of the $5 million. At the time of
filing of the consent order on March 13, the Committee received no
response.
The Committee asked the Debtors to consent to the conferral of
standing, subject to Court approval, to commence and prosecute an
action against the CLP Entities to recover the $5 million on the
grounds that, inter alia, the $5 million transfer was a fraudulent
conveyance under Section 548 of the Bankruptcy Code and/or
applicable state law under Section 544 of the Bankruptcy Code, and
that payment of the $5 million as a return of capital violated
applicable Delaware corporate law.
CLP has balked at the Committee's request for standing, contending
that the Committee has not even attempted to meet its burden of
proving the prerequisites to derivative standing. The sole basis
for the request is, rather, that the Debtors "consent to conferral
of standing" upon the Committee. The Committee does not represent
that it made a demand on VWRE to prosecute the action and does not
attempt to show that VWRE unjustifiably refused such a demand. The
Committee has not even filed a proper motion with a proposed
complaint attached for the Court's review.
CLP says it believes VWRE's independent director has assessed the
proposed claim and concluded that it is neither viable nor valuable
but agreed to allow the Committee to pursue the claim as a path of
least resistance.
"This is no substitute for the required process," CLP tells the
Court. "To attain derivative standing, the Committee must show
that a demand was made and unjustifiably refused. The expedient of
obtaining the Debtors' mere consent to the Committee's proposed
action would allow the Committee to avoid any review of the
viability of the claim and the justifiability of a refusal to bring
it. Granting derivative standing on this basis would fundamentally
alter standing law and bankruptcy practice, opening the door to
collusive suits as a matter of course."
On March 21, the Committee responded to CLP's objections.
The Committee reminds the Court that CLP is Debtor VWRE's sole
shareholder. VWRE is the ultimate parent company of all of the
other Debtors. Every director on the board of VWRE is either an
employee of, or was selected by CLP, with the exception of the one
independent director.
"The Debtors, through their counsel, agreed to confer the Committee
standing because, simply put, it was not realistic to expect the
Debtors to sue their sole shareholder and, in turn, the two
affiliated CLP entities that own the Debtors' sole shareholder,
which is the same party (CLP) that controls the Debtors' board of
directors," the Committee contends. "This illustrates the classic
definition of 'futility' in asking a party to bring a claim prior
to consenting to a grant of standing. Here, the Committee asked and
the Debtors agreed. Nonetheless, CLP, substituting procedure over
substance, argues that the Committee should be required to file a
motion and attach to it a proposed complaint that shows the
Committee has a 'colorable claim.'"
CLP is represented in the case by:
Thomas G. Macauley, Esq.
MACAULEY LLC
300 Delaware Ave., Suite 760
Wilmington, DE 19801
Tel: 302-656-0100
E-mail: TM@macdelaw.com
- and -
Curtis L. Tuggle, Esq.
THOMPSON HINE LLP
3900 Key Center, 127 Public Square
Cleveland, Ohio 44114-1291
Tel: 216.566.5500
Fax: 216.566-5800
E-mail: Curtis.Tuggle@thompsonhine.com
- and -
Jonathan S. Hawkins, Esq.
THOMPSON HINE LLP
10050 Innovation Dr. #400
Miamisburg, OH 45342
Tel: 937.443.6600
Fax: 937.443.6635
E-mail: jonathan.hawkins@thompsonhine.com
About Vitamin World
Headquartered in Holbrook, New York, Vitamin World is a specialty
retailer in the vitamins, minerals, herbs and supplements market.
The Company offers customers products across all major VMHS and
sports nutrition categories, including, supplements, active
nutrition, multiples, letter vitamins, health and beauty, herbs,
minerals, food and specialty items.
When it filed for bankruptcy, Vitamin World was operating out of
four distribution centers located in Holbrook, New York; Sparks,
Nevada; Riverside, California; and Groveport, Ohio; and 334 retail
stores that are mostly located in malls and outlet centers across
the United States and its territories. Products are also sold
online at http://www.vitaminworld.com/ The Company has 1,478
active employees.
Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017. Vitamin World estimated
assets of $50 million to $100 million and debt of $10 million to
$50 million.
Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel.
Saul Ewing Arnstein & Lehr LLP is the co-counsel. Retail
Consulting Services, Inc., is the Debtors' real estate advisors.
RAS Management Advisors, LLC, is the financial advisor. JND
Corporate Restructuring is the claims and noticing agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee retained Lowenstein Sandler LLP as lead
counsel; and Whiteford, Taylor & Preston LLC as Delaware counsel.
On December 22, the Court entered an order authorizing the Debtors
to sell substantially all of their assets to Valuable Hero Limited.
The transaction closed on January 19, 2018.
VRIO CORP: Fitch Assigns BB+ Long-Term IDR; Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned Long-Term Foreign and Local-Currency
Issuer Default Ratings (IDRs) of 'BB+' to Vrio Corp (Vrio). The
Rating Outlook is Stable. Fitch has simultaneously assigned an
expected 'BB+(EXP)' rating to the company's proposed senior notes
issuance of up to USD1.5 billion, to be issued by the company's
subsidiaries, Vrio Finco 1 LLC (Vrio Finco 1) and Vrio Finco 2 Inc.
(Vrio Finco 2).
Vrio is a wholly owned subsidiary of AT&T Inc. (AT&T), rated
'A-'/Rating Watch Negative. AT&T intends to launch an initial
public offering (IPO) of Vrio shortly after the closing of the
proposed notes issuance. In addition, Vrio's Brazilian operating
subsidiary, Sky Servicos de Banda Larga Ltda. (Sky Brasil) plans to
enter into an up-to USD1 billion equivalent BRL credit facility.
The company plans to use the notes proceeds, together with the IPO
proceeds and the Brazilian credit facility, to repay its existing
debt and to pay dividends to AT&T.
The proposed notes will be guaranteed by Vrio and Vrio Holdco Inc.,
which is a subsidiary of Vrio and a parent of Vrio Finco 1 and 2,
on a senior unsecured basis. The company's certain subsidiaries
will also guarantee the notes, in some cases on a secured basis
with share pledges. Should AT&T cease to own at least 50% of the
voting power in the company, Vrio will release the share pledges
and cause the additional subsidiaries, which have not previously
been guarantors, to become subsidiary guarantors, which includes
most of its key operating and holding companies in the group.
Vrio's ratings reflect its solid scale and market position as one
of the largest pay-TV providers in Latin America and its
diversified operational geographies, brand recognition, stable
operational cash flow generation, as well as Fitch's expectation
for the company to maintain a relatively conservative capital
structure for the 'BB' rating category. The ratings are tempered by
the company's lack of service diversification as a pay-TV operator
compared to other integrated telecom or cable operators in the
intense competitive landscape. In addition, increasing penetrations
of alternative video distribution platforms is a negative secular
trend, but the impact is mitigated to a degree by relatively low
broadband penetrations in the region. Vrio's cash flow
concentrations in countries with unfavourable operating
environments, mainly Brazil and Argentina, is also a key credit
weakness, which dilute its solid financial profile.
KEY RATING DRIVERS
Geographically Diversified Pay-TV Operator: Vrio is a leading
provider of satellite-based pay-TV services in 11 countries across
Latin America with 13.6 million subscribers as of Dec. 31, 2017.
The company operates under the DirecTV brand in most countries and
under the Sky brand in Brazil. Vrio's cash flow generation is
highly concentrated in Brazil and Argentina, which combined
accounted for about 90% of total EBITDA in 2017, after reflecting
shared costs allocations. The company boasts solid market positions
in its key markets, with 30% pay-TV market shares in both Brazil
and Argentina, the second largest market shares in both countries.
In 2017, Vrio generated USD5.6 billion in revenues and USD1.2
billion EBITDA, excluding non-recurring items.
Stable Performance: Fitch expects a continued stable performance
for the company in the short to medium term with modest revenue
growth driven by steady subscriber growth in its prepaid segment.
Growth in Brazil, the company's main market, has been relatively
stagnant in the last couple of years mainly due to negative
economic conditions; however, Fitch expects the company to resume
modest growth from 2018, along with an improving economy in Brazil
and increasing service penetrations. In Argentina, the company's
second largest market, Vrio has shown a strong ability to increase
its blended average revenue per user (ARPU) above inflation,
resulting in stable cash flow generation. Fitch forecasts that the
company will continue to undergo relatively stable 2% annual
revenue growth in 2018 and 2019, with its consolidated EBITDA of
USD1.2 to USD1.3 billion during the period.
Fitch believes that a negative secular trend of increasingly
popular over-the-top content distributors could gradually pressure
Vrio's pay-TV subscriber base; however, the impact on its cash flow
generation over the current rating horizon would be limited given
the relatively low level of broadband access in its key markets. In
addition, the overall service penetrations of pay-TV in the
company's operating geographies also remains generally low, except
in Argentina, which should provide growth headroom, and to a
degree, allow the company to cope with the risk.
Increasing Contribution from Prepaid: Fitch expects Vrio's prepaid
segment to be the main growth driver over the medium term. The
company's strategic focus on a prepaid business model and its
satellite-based service provision should position it well against
cable or telecom operators in the currently underserved areas where
competitive pressures are low compared to more urban areas. Fitch
forecasts growth in the company's prepaid subscribers by over 10%
in 2018 - 2020, and the revenues from the segment to account for
over 17% of total pay-TV revenues by 2020, from 12% of total pay-TV
revenues in 2017.
Solid Financial Profile: Fitch expects Vrio to maintain a solid
financial profile for the rating category post the proposed
transactions, including the IPO. Fitch forecasts the company's
adjusted net leverage, including lease expenses adjustments, to
remain in the 2.0x to 2.5x range over the medium term. Fitch
expects the company's relatively light capex requirements in the
short to medium term, with its capex-to-sales ratio of around 13%,
to be covered by its cash flow from operations, and enable a steady
1% to 2% FCF margin over the medium term. Fitch does not expect any
dividend payments in short to medium term, excluding the proceeds
from the proposed notes issuance and the IPO.
Manageable FX Exposure: Vrio's exposure to FX mismatch risk is
manageable based on its largely local-currency-denominated cost
structure and hedging strategy post the proposed debt issuance. A
portion of the company's proposed USD notes issuance will be
converted into Colombian Peso and Chilean Peso through a cross
currency swap to mitigate FX risk on its debt service obligation.
DERIVATION SUMMARY
Vrio's credit profile is strongly positioned against the 'BB' rated
peers in the region. The company holds solid market positions in
its main markets and is well diversified in its operating
geographies. Vrio also exhibits a conservative capital structure
and stable cash flow generation. These attributes are offset to a
degree by the company's lack of service diversification as a pure
pay-TV operator and cash flow concentration from countries with
unfavourable operating environments, mainly Brazil and Argentina.
Compared to Millicom International Cellular S.A. (MIC), rated
'BB+', which is an integrated telecom operator in Latin America,
Vrio's financial profile is in line with MIC's; however, Fitch
considers Vrio's business profile to be moderately weaker given
MIC's more diversified service revenue mix. MIC's ratings are also
negatively affected by its cash flow concentration in countries
with low sovereign ratings. Compared to Colombia Telecomunicaciones
S.A. E.S.P. (Coltel), rated 'BB', with an integrated telecom
operation in Colombia, Fitch believes Vrio's solid market positions
and more diversified operating geographies fully offsets its lack
of service diversification. Vrio's financial profile and track
record of stable cash flow generation is a positive attribute
compared to Coltel, which has limited FCF generation capacity.
Vrio's geographic diversification and sound financial profile also
compare favourably against VTR Finance, B.V., rated
'BB-'/Stable, of which the credit quality is tempered by its higher
leverage and aggressive financial strategy.
Parent Subsidiary linkage exists with Vrio's parent, AT&T Inc,
rated 'A-'/Rating Watch Negative; however, the rating is based on
Vrio's stand-alone credit profile, due to a lack of legal and
operational ties with the parent. No Country Ceiling constraint was
in effect for these ratings, as Fitch expects the company's EBITDA
generation from countries with higher than 'BB+' Country Ceiling
ratings, such as Chile, Colombia, and Uruguay, to be sufficient to
cover its hard currency gross interest expenses, resulting in the
company's Foreign Currency IDR being in line with the
Local-Currency IDR of 'BB+'.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Cash balance of USD100 million upon the closing of debt
issuance, IPO, and dividend payments.
-- 3% to 4% total subscriber growth annually over the medium
term, mainly driven by steady expansion in prepaid segment.
-- 21% average EBITDA margin in the short to medium term.
-- Capex-to-sales of 13% over the medium term.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
A material improvement in its financial profile and operating
environment than currently anticipated would be necessary for a
potential positive rating action into the investment grade rating
category. Based on the current business profile, the company's
sustained track record of improving its adjusted net leverage
toward 1.0x with steady FCF generation could potentially lead to a
ratings upgrade.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
A negative rating action would be considered should subscriber
expansion stagnate amid falling ARPUs, due to competitive
pressures, deterioration in profitability and negative FCF
generation, and its adjusted net leverage increasing to 3.0x on a
sustained basis. In addition, a material increase in the hard
currency interest expenses than currently expected may result in a
lower applicable Country Ceiling rating, which could lead to a
downgrade of its Foreign Currency IDR.
LIQUIDITY
Adequate Liquidity: Vrio's liquidity profile is adequate based on
its pro forma capital structure and well spread out debt maturities
profile, stable operating cash flow generation, and a USD250
million revolver established with the parent company, AT&T. Upon
the closing of the transaction, Fitch expects the company to
maintain a minimum cash balance of USD100million..
FULL LIST OF RATING ACTIONS
Vrio Corp.
-- Long-term Foreign-Currency and Local-Currency Issuer Default
Ratings 'BB+'/Stable Outlook;
Vrio Finco 1 LLC
-- Up-to USD750 million senior notes 'BB+(EXP)'.
Vrio Finco 2 Inc.
-- Up-to USD750 million equivalent ARS senior notes 'BB+(EXP)'.
VRIO CORP: Moody's Assigns 1st-Time Ba2 CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
("CFR") to Vrio Corp. At the same time, Moody's assigned Ba2
ratings to its proposed USD1.5 billion aggregate notes made up of
10-year senior unsecured notes ("USD Notes") and 5-year senior
unsecured notes denominated in Argentine Pesos ("ARS Notes"). Both
USD and ARS notes will be issued together by Vrio Finco 1, LLC and
Vrio Finco 2 Inc. and guaranteed by Vrio Corp. The rating outlook
is stable.
This is the first time Moody's assigns a rating to Vrio Corp.
The rating of the proposed notes assumes that the final transaction
documents will not be materially different from draft legal
documentation reviewed by Moody's to date and assume that these
agreements are legally valid, binding and enforceable.
Rating Assigned:
Issuer: Vrio Corp.
- Corporate Family Rating: Ba2
Issuers: Vrio Finco 1, LLC and Vrio Finco 2 Inc.
- USD 10-year senior unsecured notes: Ba2
- 5-year senior unsecured notes denominated in Argentine Pesos:
Ba2
Outlook Actions:
Issuer: Vrio Corp.
- Outlook: Stable
RATINGS RATIONALE
The Ba2 CFR assigned to Vrio takes into consideration the company's
significant footprint and market share in Latin America, being the
second largest player in most of the countries it operates. The
ratings also reflect the company's adequate credit metrics
pro-forma for the conclusion of the announced Initial Public
Offering ("IPO") of Vrio's shares and the cash upstreaming to
parent company AT&T (Baa1 RUR-Down), that includes, but is not
limited to, relatively low leverage in the order of 2.2x total
adjusted debt to EBITDA in the end of 2018. The relevant ownership
stake from AT&T of around 80% after the conclusion of the IPO was
also incorporated in the analysis despite the lack of formal
support or guarantees from the parent company.
Part of the proceeds raised with the proposed issuance of debt and
IPO will be used for the repayment of intercompany loans with AT&T
of around USD526 million while the remaining part will be
distributed to AT&T.
On the other hand, the ratings are constrained by the concentration
of assets and cash flow generation in high yield countries, more
specifically Brazil (Ba2 negative) and Argentina (B2 stable) that
are responsible for around 80% of revenues and over 90% of Vrio's
consolidated EBITDA. The ratings also take into consideration the
company's reduced liquidity after the distribution of excess cash
to its parent company and also the reduced cash generation and
interest coverage because of the substantial increase in
indebtedness and interest expenses therefore. More specifically,
Moody's expect an FFO/Debt of 28.3% and (EBITDA-CAPEX)/Interest
Expenses of 1.8x in the end of 2018 that compares to 108.8% and
4.7x respectively in the end of 2017 before the new debt issuances
according to Moody's estimates.
Although the ARS and USD notes will be issued at the holding level
they were rated at the same Ba2 rating level of the CFR, given the
cross- default clauses in place at AT&T indebtedness and the
subsidiary guarantees that will be in place following a full
spin-off. The Ba2 rating for the two instruments also considers
they will represent about 60% of Vrio's consolidated debt.
Vrio is a holding company wholly owned by AT&T that conducts all of
its operations through its subsidiaries that offer mainly Pay-TV
through DTH (Direct to Home) to eight countries in South America
and three in the Caribbean. AT&T filed for a stock offering of
Vrio's shares on March 7, 2018. If the transaction is successfully
executed, AT&T will still control Vrio with around 80% of the
shares. Despite the size and strong credit quality of its
controlling shareholder, Vrio's Ba2 ratings do not consider any
formal support or rating uplift derived from its ownership
structure.
Vrio has a small scale compared to its global peers, but is a solid
competitor in the LatAm region's Pay-TV market. The company is one
of the two largest providers in each country it operates, with the
exception of Chile and Peru. Despite the concentration of revenues
and cash generation in Brazil and Argentina, the geographic
diversification provides protection against shocks in specific
countries. For example, despite the severe economic slowdown
experienced by some of the company's key countries in the last few
years, total pay-TV subscribers in the region grew at 8.2% CAGR
from 2010 to 2017, while DTH grew at 14.3% CAGR in the same period
somewhat explained by the underinvestment in broadband
infrastructure in the region that had a penetration of around 38.2%
in 2017, which is still low when compared to the United States and
Europe with 81.2% and 87% respectively, this reduces the threat
from broadband-video bundling and over the Over the Top video
services.
Pro-forma for the IPO and cash upstreaming to AT&T, Vrio's
liquidity will remain adequate. Vrio expects to have around USD120
million in cash at the end of 2018 and positive free cash flow
generation of about USD300 million in the next three years to face
debt maturities of USD167 million starting in 2020. As per Moody's
forecast through 2020, cash generation will be sufficient to cover
all basic obligations, capital expenditures, and debt maturities.
It is expected that AT&T will provide a USD250 million committed
revolving credit facility that will be subordinated to the notes,
further strengthening the liquidity.
The stable outlook reflects Moody's expectation that Vrio's
performance will be characterized by steady growth with stability
in margins and free cash flow generation because of an expanding
customer base especially in the pre-paid business segment combined
with better economic environment in main markets and lower capital
expenditures. As such, Moody's anticipate declining leverage while
maintaining its market participation, capital expenditures and
liquidity at adequate levels.
An upgrade on Vrio's ratings would depend on better than expected
improvements in credit metrics while increasing its market
participation. Quantitatively, an upgrade would be considered if
the company posts sustained revenue growth, stronger free cash flow
generation measured by FCF/Debt higher than 10% and interest
coverage measured by (EBITDA-CAPEX)/Interest Expense higher than
3.5 times on a sustained basis.
The rating could be downgraded should the government bond rating of
Brazil or Argentina be downgraded. A downgrade could also be
triggered if the company is not able to maintain its market
position and profitability in a more aggressive competitive
scenario that would lead to cash burn and increase in leverage to
finance capital expenditures and activities. Weaker than expected
liquidity could also built negative rating pressure. Quantitatively
ratings could be downgraded if leverage increases to a level higher
than 3.0 times for a prolonged period of time and if free cash flow
debt coverage by FCF/Total Debt is break even or negative in the
medium term.
The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.
Vrio is a leading provider of Pay Television services through
Direct-to-Home Satellite in South America with approximately 13.5
million subscribers on a postpaid and prepaid basis. The company
that operate locally under the SKY and Directv brands is one of the
two largest providers in each country they operate with the
exception of Chile and Peru. According to Moody's projections the
company should have generated USD5.3 billion in revenues and USD1.3
billion in EBITDA. Vrio is a wholly owned subsidiary of AT&T.
WALKING CO: Files Liquidation Analysis With Court
-------------------------------------------------
BankruptcyData.com reported that Walking Company Holdings filed
with the U.S. Bankruptcy Court Exhibit B to the Disclosure
Statement for the Debtors' Joint Plan of Reorganization. The notice
states, "Exhibit B to the Disclosure Statement was not finalized at
the time of filing as the Debtors were still in the process of
reviewing the liquidation and recovery analysis. This review has
now been completed and attached as Exhibit B to the Disclosure
Statement." The exhibit notes, "In preparing this Liquidation
Analysis, the Debtors have preliminarily estimated an amount of
Allowed Claims for each indicated type of Claim based upon a review
of the Debtor's estimated balance sheet. This hypothetical
liquidation analysis assumes that the Chapter 7 trustee would sell
the estate's remaining owned inventory to a third-party liquidation
specialist who would provide the Chapter 7 trustee with cash
equalling the estimated gross purchase price of the owned
merchandise inventory, less projected operating costs of the
liquidator pertaining to the going-out-of-business sales using the
Debtors' employees, retail store locations and ecommerce websites.
This appraisal specialist concluded that the Debtors would likely
recover, on a net basis, (a) approximately 77.3% of the cost value
of its footwear merchandise inventories at its stores and
distribution center if such a court-ordered going-out-of-business
sale was conducted beginning in July 2018 and continued for
approximately 15 weeks, and (b) approximately 54.5% of the cost
value of its Big Dog apparel merchandise inventories if such a
court-ordered going-out-of-business sale was conducted beginning in
July 2018 and continued for approximately 16 weeks."
About The Walking Company
The Walking Company is the leading national specialty retailer of
high-quality, technically designed comfort footwear and
accessories, and offers a selection of premium comfort brands
including ABEO, Dansko, ECCO, Taos, and more. The Walking Company
operates 208 stores in premium malls across the nation and the
company's website http://www.thewalkingcompany.com/
On March 6, 2018, The Walking Company Holdings, Inc., along with
affiliates The Walking Company, Big Dog USA, Inc., and FootStmart,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10474). The cases are pending joint administration before the
Honorable Laurie Selber Silverstein.
Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel.
Consensus Advisory Services LLC is the financial advisor. Kurtzman
Carson Consultants LLC is the claims and noticing agent.
Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and
Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as
counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior
Agent, and the Prepetition Term Agent.
Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to
the Prepetition Subordinated Creditors.
WALL STREET THEATER: Needs $4,250 Cash for Restoration Services
---------------------------------------------------------------
Wall Street Theater Company, Inc., Wall Street Master Landlord,
LLC, and Wall Street Managing Member, LLC, seek permission from the
U.S. Bankruptcy Court for the District of Connecticut to use cash
collateral to pay $4,250 owed to Lyric Hall, LLC under the terms of
the Estimate for Lyric's restoration services.
During the course of the application process completed by Debtors
in order to receive the Tax Credits -- in particular, the State
Historic Preservation Tax Credits issued pursuant to Conn. Gen.
Stat. Section 10-416c for the rehabilitation of certified historic
structures -- the National Parks Service determined that the Mural
was of significant historical importance and had to be preserved
and restored for display at the Property.
As such, the Debtors endeavored to have the Mural restored in order
to meet the prerequisites for receipt of the SHTCs. Consequently,
on September 15, 2016, the Debtors engaged Lyric to perform
restoration services with respect to, inter alia, the Mural. In
order to perform restoration services, Lyric transported the Mural
to its offices and has retained possession of the Mural since that
time.
Under the terms of an estimate for work agreed upon by Debtors and
Lyric, Lyric was to complete restoration services with respect to
the Mural in exchange for $8,500, and the Debtors provided a down
payment of $4,250.
On March 5, 2018, the Debtors' agent was informed by the director
of the Connecticut State Historic Preservation Office that Debtors'
displaying of the Mural at the Property is the last remaining item
impeding Debtors' receipt of the SHTCs. As a result, the Debtors
filed a Turnover Motion requesting the Court to direct Lyric Hall,
LLC to turnover the mural belonging to Debtors that is vital in
order for Debtors to receive certain Tax Credits.
Since the filing of the Turnover Motion, Debtors and Lyric have
engaged in discussions as to a resolution, and have agreed upon the
following: the Mural will be returned to the Property on or before
March 21, 2018 in exchange for Debtors' payment of $4,250 owed
under the terms of the Estimate in order to satisfy the common law
artisan's lien claimed by Lyric.
The Debtors contend that without payment, Lyric will continue to
assert its Artisan's Lien as grounds for maintaining possession of
the Mural, and the Debtors will be unable to complete the last step
required in order to receive substantial income in the form of the
SHTCs.
The Debtors believe that the interests of Patriot are adequately
protected as set forth in the Second Interim Order. Considering
that the Debtors seek only to use an additional $4,250 of cash
collateral, the Debtors claim that there is little possibility that
the use of this small sum would impact the security position of
Patriot in any meaningful way.
The Debtors submit that the use of cash collateral on the terms and
conditions is necessary to allow Debtors to receive a significant
sum of money that is crucial to the success of Debtors' bankruptcy
cases, thereby preserving and maximizing the value of Debtors'
estates.
A full-text copy of the Debtors' Motion is available at:
http://bankrupt.com/misc/ctb18-50132-112.pdf
About The Wall Street Theater
The Wall Street Theater, listed in the National Register of
Historic Places, has re-emerged as a 501c3 non-profit organization,
whose mission is to provide diverse programming and promote arts
education, thereby enriching the cultural life of the greater
Norwalk community. The Wall Street Theater --
https://www.wallstreettheater.com/ -- adopts its moniker from its
location and its mission from its history, combining live shows,
interactive entertainment, cinema, digital production, art space
and a community arena in which to play.
Wall Street Theater Company, Inc., and affiliates Wall Street
Master Landlord, LLC and Wall Street Managing Member, LLC filed
Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 18-50132) on
Feb. 4, 2018.
In the petitions signed by Suzanne Cahill, president, the WS
Theater Company and WS Master Landlord had $1 million to $10
million in assets and $10 million to $50 million in liabilities
while WS Managing Member estimated less than $50,000 in assets and
$10 million to $50 million in liabilities.
Judge Julie A. Manning is the case judge.
The Debtor tapped Green & Sklarz, LLC, as its legal counsel, and
R.J. Reuter, LLC, as its financial advisor.
WINTER PARK: Moody's Assigns B3 CFR & Rates $240MM 1st Lien Loan B2
-------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating to Winter Park
Intermediate, Inc. (dba Wheel Pros). Concurrently, Moody's assigned
a B2 rating to the company's proposed $240 million senior secured
first-lien term loan and a Caa2 rating to the proposed $80 million
senior secured second-lien term loan. The rating outlook is stable.
This is the first time that Moody's has rated Wheel Pros.
Term loan proceeds will mainly augment new equity from Clearlake
Capital Group, L.P. (Clearlake) in support of their acquisition of
the company, as well as add some cash to the balance sheet and
cover transaction fees and expenses. As part of the financing, the
company is expected to secure a $30 million five-year asset-based
loan (ABL) that will not be rated by Moody's.
Winter Park Intermediate, Inc. will be the initial borrower under
the credit facilities and will merge with Wheel Pros, Inc.
following consummation of the buyout, with the latter being the
surviving entity. For purposes of this credit discussion, Moody's
will refer to Winter Park Intermediate, Inc. and Wheel Pros, Inc.
collectively as "Wheel Pros."
Moody's assigned the following ratings to Winter Park Intermediate,
Inc.:
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$240 million Gtd Senior Secured First-Lien Term Loan due 2025, B2
(LGD3)
$80 million Gtd Senior Secured Second-Lien Term Loan due 2026, Caa2
(LGD5)
Outlook, Stable
RATINGS RATIONALE
Wheel Pros' B3 CFR is broadly constrained by the company's small
revenue scale; a highly discretionary and narrow product focus that
is also exposed to volatile raw material costs; geographic
concentration in North America; seasonal working capital needs; and
high leverage. The company's rating is supported, however, by a
good market position within its proprietary branded wheel products;
a presence in the aftermarket that provides relative revenue
stability; favorable customer diversification; and a history of
good sales growth. Even so, Moody's believes that growth will
require meaningful investment in new distribution centers,
strategic acquisitions and branding in order for the company to
remain competitive. Moody's expects Wheel Pros' liquidity profile
will remain adequate during the next twelve months, but the company
may rely on its modestly sized ABL to fund seasonal working capital
needs. Pro-forma for the proposed transaction, the company's
debt-to-EBITDA and EBITA-to-interest for the twelve months ended
December 31, 2017 in the low 6.0 times and nearly 2.0 times,
respectively (all ratios are Moody's-adjusted unless otherwise
stated). Moody's expects leverage to fall below 6.0 times and
approach 5.5 times over the next 12-18 months as revenues grow in
the mid-single digit percent range and debt is repaid on a
voluntary basis with excess cash flows.
The stable rating outlook assumes that the company will continue to
modestly grow revenue and generate positive free cash flow on an
annual basis, leading to improved earnings and a gradual reduction
in leverage over the next eighteen months. The stable outlook also
notably assumes that adequate liquidity will be maintained.
Factors that could warrant consideration of a prospective ratings
upgrade include a significant increase in scale while margins are
at least maintained. Financial policies supportive of solid
liquidity coupled with leverage sustained below 5.5 times and/or
retained cash flow-to-debt above 12% could also result in a ratings
upgrade.
Conversely, downward ratings pressure could ensue if debt-to-EBITDA
is expected to be sustained above 6.5 times, operating margins
deteriorate or free cash flows turn negative. A significant
reduction in liquidity, or a debt financed dividend and/or
acquisition could also result in a ratings downgrade.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
Wheel Pros, headquartered in Greenwood Village, Colorado, is a
wholesale distributor of custom brand wheels, performance tires and
related accessories in the aftermarket automotive segment. The
company owns twelve proprietary customizable wheel brands and a
network of 33 distribution centers, primarily in North America.
Following the proposed transaction, the company will be
majority-owned by private equity financial sponsor Clearlake
Capital Group, L.P. Management reported revenue (pro forma for a
recent acquisition) for the year ended December 31, 2017 of
approximately $431 million.
WOODBRIDGE GROUP: Wants Plan Filing Further Extended to July 2
--------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to extend
the exclusive plan filing and solicitation periods by 90 days each,
through and including July 2, 2018, and Sept. 4, 2018,
respectively.
A hearing on the Debtors' request is set for April 5, 2018, at
11:00 a.m. (ET). Objections to the request must be filed by March
29, 2018, at 4:00 p.m. (ET).
Unless extended, the Plan Period and Solicitation Period will
expire on April 3, 2018 and June 4, 2018, respectively.
The Debtors have recently undergone substantial changes to their
management. First, as a result of the Settlement on Jan. 23, 2018,
the Debtors came under the control of a new board of managers. The
New Board thereafter retained a new Chief Restructuring Officer,
Bradley D. Sharp, and a new Chief Executive Officer, Frederick
Chin. The New Board has also, in mid-February, retained new
bankruptcy co-counsel, Klee, Tuchin, Bogdanoff & Stern LLP, among
other new professionals.
The Debtors say that their new management and professionals have
worked tirelessly since their respective appointments and
retentions to become familiar with the many important matters in
these Cases, and to address the concerns and issues of the various
constituencies, including several in-person meetings with counsels
to the Committee, the Noteholder Group, and the Unitholder Group,
and countless telephonic meetings with the foregoing constituencies
(among others). Those meetings have been substantive, productive,
and cooperative -- but despite those efforts, the Debtors' new
management and professionals require an extension of the Exclusive
Periods in order to have a full and fair opportunity to negotiate
and propose a plan and solicit acceptances of the plan, without
disruption to the administration of the estates that may result
from the filing of competing plans by non-debtor parties.
Since the institution of the Debtors' new management and
professionals, the Debtors have made significant progress toward
maximization of value for the estates in a very short period of
time. Among other things, the Debtors have (i) analyzed numerous
prepetition agreements between the Debtors and Robert Shapiro (or
his affiliates) and moved to reject the Transition Services
Agreement, which had purported to pay Shapiro (through a wholly
controlled entity) $175,000 per month; (ii) obtained final
approval, on a fully consensual basis, of the $100 million
debtor-in-possession financing facility, as well as the right to
use cash collateral, which approval also provided important
liquidity relief to the Debtors; (iii) continued to prepare their
Schedules of Assets and Liabilities and Statements of Financial
Affairs, and obtained an extension of the deadline with respect
thereto; (iv) devoted significant resources to cooperating with the
Committee, the Noteholder Group, and the Unitholder Group (and
their respective advisors), including by responding to multiple
informal discovery requests from each Committee involving, among
other things, informational conference calls, document production,
and the continued updating and maintenance of a comprehensive data
room; (v) obtained control over, and filing chapter 11 bankruptcy
cases for, additional entities connected to the Woodbridge
enterprise; (vi) continued to market, sell, and/or improve the
Debtors' portfolio of properties, including, but not limited to,
the recently filed motion to sell a debtor property located at
11541 Blucher Avenue, and (vii) resolved several disputes relating
to the Debtors’ properties, including reaching an "adequate
protection" agreement with the secured lender at the Debtors'
valuable property located at 800 Stradella Court as well as an
agreement to complete necessary grading work on that property.
The cases are sufficiently large and complex to warrant the
requested extension of the Exclusive Periods. These cases involve
nearly 300 Debtors with assets in multiple states and creditors
located across the U.S. Moreover, there are numerous complex and
important legal issues impacting these cases that the Debtors and
the other stakeholders have started to discuss. Compounding all of
the foregoing are the numerous management changes that have
occurred since early December, requiring the New Board to build a
cohesive infrastructure from the ground up. The complexity of the
issues addressed, and the time, effort, and planning required to
achieve the results that have been obtained thus far cannot be
overstated.
Since the institution of the New Board and subsequent retention of
officers and counsel, the Debtors have worked cooperatively and in
good faith with the Committee, the Noteholder Group, and the
Unitholder Group, engaging in substantive and productive meetings
and exchanging documents. The Debtors submit that these efforts
have allowed all stakeholders to make substantial, good faith,
progress on the many novel and complex issues involved in these
Cases, and have helped foster a constructive dialogue.
Accordingly, the Debtors submit that this factor weighs in favor of
extending the Exclusive Periods.
Since the appointment of the New Board, the Debtors and their
professionals have spent much time, energy and resources on
fostering a constructive and cooperative tone between all
stakeholders in the cases, as well as addressing the numerous
operational issues involved in these cases. There has not yet been
sufficient time to thoroughly negotiate and prepare adequate
information. The Debtors respectfully submit that, in light of the
progress that they have made in these cases thus far and the
significant amount of work required of the Debtors' new management
and professionals to transition into these cases, it is reasonable
and appropriate that the Debtors be granted additional time to
negotiate and prosecute a Chapter 11 plan. Accordingly, the
Debtors submit that this factor weighs in favor of allowing the
Debtors to extend the Exclusive Periods.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/deb17-12560-754.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
XS RANCH FUND: Says Rescission Claimants' Tactics Delay Plan OK
---------------------------------------------------------------
XS Ranch Fund VI, L.P., asks the U.S. Bankruptcy Court for the
Northern District of California to extend through and including
April 30, 2018, the period within which the Debtor has the
exclusive right to file a Chapter 11 plan of reorganization, and
through and including May 31, 2018, the period within which the
Debtor has the exclusive right to solicit acceptances to a plan.
As reported by the Troubled Company Reporter on Jan. 18, 2018, the
Court previously extended the Debtor's exclusive period to file a
Chapter 11 plan through and including March 15, 2018, and the
Debtor's exclusive period to solicit acceptances to a plan through
and including April 16, 2018.
The Debtor has already filed a Chapter 11 plan of reorganization,
has scheduled its plan confirmation, and seeks to extend the plan
exclusivity based on the rescission claimants' unscrupulous and
deceitful tactics employed to delay confirmation of the Debtor's
plan so as to potentially allow competing plans being filed in this
case. As the Debtor's proposed Chapter 11 plan of reorganization
provides for payment in full of all general unsecured creditors'
claims, the extension of the exclusivity periods would not
prejudice and would actually benefit the rights of
parties-in-interest.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/canb16-31367-412.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.
ZIP STEVENSON: Taps David I. Brownstein as Legal Counsel
--------------------------------------------------------
Zip Stevenson, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Law Office of David
I. Brownstein as its legal counsel.
The firm will advise the Debtor regarding matters of bankruptcy
law; assist in any potential sale of its assets; negotiate with
creditors and analyze claims; assist in the preparation and
implementation of a bankruptcy plan; and provide other legal
services related to its Chapter 11 case.
David Brownstein, Esq., the attorney who will be handling the case,
charges an hourly fee of $425. His firm received a retainer in the
sum of $16,000 from the Debtor.
Mr. Brownstein disclosed in a court filing that he is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David I. Brownstein , Esq.
Law Office of David I. Brownstein
1 Park Plaza, Suite 600
Irvine, CA 92614
Telephone: (949) 486-4404
Telecopier: (949) 861-6045
Email: david@brownsteinfirm.com
About Zip Stevenson LLC
Zip Stevenson, LLC, a lessor of real estate, filed as a domestic
corporation in the State of California on March 1, 2002.
Zip Stevenson sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 18-11307) on February 6, 2018.
In its petition signed by Zip Stevenson, managing member, the
Debtor disclosed that it had estimated assets and liabilities of $1
million to $10 million.
Judge Vincent P. Zurzolo presides over the case.
[*] Brian Lohan Joins Arnold & Porter's Restructuring Practice
--------------------------------------------------------------
BankruptcyData.com reported that Arnold & Porter announced that
Brian J. Lohan has joined the firm as a Partner in the Bankruptcy
and Restructuring practice. He will practice out of the firm's
Chicago and New York offices. Mr. Lohan focuses his
nationally-based practice on corporate reorganizations, bankruptcy
and insolvency. He has significant experience handling a wide range
of bankruptcy cases including representation of Chapter 11 debtors,
noteholders, bondholders, senior lenders and other creditor
constituencies. His work has included a number of high-profile
restructurings across a variety of industries including
telecommunications, technology and transportation. In 2017, Mr.
Lohan was selected to the American Bankruptcy Institute's inaugural
"40 under 40" list. Most recently, he was awarded with the
International Law Office 2018 Client Choice Award for "excellent
client care." Mr. Lohan earned his JD from Northwestern School of
Law and BS from DePaul University.
[*] David J. Passey Joins Schulte Roth's Tax Group in New York
--------------------------------------------------------------
Schulte Roth & Zabel (SRZ) on March 19 announced the addition of
David J. Passey as a partner in the Tax Group, resident in the
firm's New York office. Mr. Passey comes to SRZ from Sheppard,
Mullin, Richter & Hampton, where he was a partner and co-head of
the firm's REIT practice.
Mr. Passey represents clients in structuring the tax aspects of
various complex public and private transactions, including mergers,
acquisitions and restructurings, securities offerings, cross-border
transactions and other tax planning. His practice includes fund
formation, partnership transactions, real estate transactions, tax
controversy, capital markets and structured products. In addition,
he regularly advises on the formation and ongoing operation of
public and private REITs, real estate funds and other REIT
transactions.
"We are very pleased to welcome David to the firm. He is a
market-leading lawyer with a great depth of practice," commented
Alan S. Waldenberg, chair of SRZ's Executive Committee and co-head
of the firm's Tax Group. "David is an excellent addition to our
robust tax practice, as he brings significant experience working on
a wide range of transactions," said Shlomo C. Twerski, co-head of
the Tax Group.
SRZ's leading tax lawyers advise on high-stakes deals and provide
counsel to many of the most active investment funds in the
industry. As a critical part of the firm's transactional practice,
the Tax Group is integrally involved in tax-free reorganizations,
acquisitions and dispositions of companies, leveraged buy-outs,
carve-outs and other forms of strategic acquisitions and
dispositions. Working closely with SRZ's investment management
lawyers, the Tax Group provides essential advice on establishing
funds, as part of their ongoing investment program and in relation
to acquisitions and dispositions involving fund managers. In
connection with the real estate practice, the Tax Group structures
all forms of real estate acquisitions, dispositions and financings,
including complex joint ventures.
"Schulte is highly regarded for its sophisticated tax practice, and
I am thrilled to join the firm," commented Mr. Passey, who holds a
J.D. from Cornell Law School and a B.A. from Brigham Young
University.
About Schulte Roth & Zabel
Schulte Roth & Zabel LLP -- http://www.srz.com/-- is a
full-service law firm with offices in New York, Washington, D.C.
and London. Serving the financial services industry, the firm
regularly advises clients on corporate and transactional matters
and provides counsel on regulatory, compliance, enforcement and
investigative issues. The firm's practices include: bank
regulatory; bankruptcy & creditors' rights litigation; blockchain
technology & digital assets; broker-dealer regulatory &
enforcement; business reorganization; complex commercial
litigation; cybersecurity; distressed debt & claims trading;
distressed investing; education law; employment & employee
benefits; energy; environmental; finance; financial institutions;
hedge funds; individual client services; insurance; intellectual
property, sourcing & technology; investment management; litigation;
litigation finance; mergers & acquisitions; PIPEs; private equity;
real estate; real estate capital markets & REITs; real estate
litigation; regulated funds; regulatory & compliance; securities &
capital markets; securities enforcement; securities litigation;
securitization; shareholder activism; structured finance &
derivatives; tax; and white collar defense & government
investigations.
[*] Dorsey & Whitney's Peggy Hunt Appointed to FBA Task Force
-------------------------------------------------------------
International law firm Dorsey & Whitney LLP on March 21 disclosed
that Peggy Hunt, a partner in the Firm's Salt Lake City office, has
been appointed as a member to the Task Force on Diversity for the
Federal Bar Association (FBA).
Ms. Hunt joins 15 other legal professionals from across the country
to support the FBA's mission of full and equal access to, and
participation by, all individuals in the FBA, the legal profession,
and the justice system, regardless of race, gender, ethnicity,
national origin, religion, age, sexual orientation, gender
identity, disability, or any other unique attribute. Each member of
the Task Force serves a one-year term.
Ms. Hunt has been working in the area of bankruptcy and
receivership law for more than 25 years and is a Fellow in the
American College of Bankruptcy. She regularly practices before the
federal courts as a Panel Chapter 7 trustee for the District of
Utah, and as counsel for distressed companies, banks and other
creditors, equity holders, and court-appointed fiduciaries.
Throughout her career, Ms. Hunt has actively participated in
organizations that encourage diversity and inclusion. She is a
recent President of the Utah Women's Forum and is an active member
and former President of Women Lawyers of Utah. She also co-founded
the Utah Women's Giving Circle for the Community Foundation of
Utah.
"I'm honored to receive this appointment and look forward to
working with the Chair, Tara Norgard, and the Task Force members to
assist in creating a plan to facilitate initiatives that will serve
the FBA's commitment to diversity and inclusion," said Ms. Hunt.
About Dorsey & Whitney LLP
Clients have relied on Dorsey since 1912 as a valued business
partner. With locations across the United States and in Canada,
Europe and the Asia-Pacific region, Dorsey provides an integrated,
proactive approach to its clients' legal and business needs.
Dorsey represents a number of the world's most successful companies
from a wide range of industries, including leaders in the banking,
energy, food and agribusiness, health care, mining and natural
resources, and public-private project development sectors, as well
as major non-profit and government entities.
[*] Neil Augustine Joins Greenhill's Advisory & Restructuring Team
------------------------------------------------------------------
Greenhill & Co., Inc., an independent investment bank, on March 19
disclosed that Neil A. Augustine will join the Firm in New York as
Vice Chairman and Co-Head of North American Financing Advisory &
Restructuring.
Mr. Augustine has more than 28 years of experience advising
companies and creditors in restructuring and M&A transactions. He
was most recently Executive Vice Chairman and Co-Head of North
American Debt Advisory and Restructuring at Rothschild Inc., where
he spent the last 17 years. His restructuring experience ranges
from out-of-court restructurings to in-court insolvencies in the
U.S., Europe, Canada, Brazil and Mexico. His M&A experience
includes a wide variety of transaction types, as well as buyside
and sellside roles for financially distressed companies. His
financing advisory experience runs the gamut from traditional
refinancings to rescue financings alongside chapter 11
debtor-in-possession and exit financings. Mr. Augustine has
testified in bankruptcy court as an expert witness on numerous
occasions on a variety of subjects. He was previously one of the
founding members of The Blackstone Group's Restructuring and
Reorganization Group. He began his career at Chemical Bank, where
he was actively involved in advising both debtors and creditors as
well as providing debtor-in-possession financing.
Scott L. Bok, Chief Executive Officer of Greenhill, said, "The
recruitment of Neil Augustine, one of the top names in the
restructuring advisory business for many years, is a huge step in
the expansion of our Financing Advisory & Restructuring team. The
expansion of that business has been a core strategic objective of
our Firm as we seek to grow and diversify our sources of revenue.
As interest rates start to move up, we expect that a major wave of
restructuring will come in the not too distant future. In order to
maximize our ability to capitalize on that opportunity, we expect
to add more resources at all levels as we look to build out further
our already strong Financing Advisory & Restructuring team."
Eric Mendelsohn and George Mack, Co-Heads of Greenhill's North
American Financing Advisory & Restructuring business, said, "We are
pleased to welcome Neil, long one of the leading bankers in the
restructuring space, to our team. We all share the objective of
building a top-tier restructuring advisory business, which means
substantially expanding the strong team we already had in place.
Neil's expertise and reputation will be a great strength in
expanding our market presence and attracting new talent."
Greenhill & Co., Inc. (NYSE: GHL) is an independent investment bank
entirely focused on providing financial advice on significant
mergers, acquisitions, restructurings, financings and capital
raising to corporations, partnerships, institutions and governments
globally. It acts for clients located throughout the world from
its offices in New York, Chicago, Dallas, Frankfurt, Hong Kong,
Houston, London, Madrid, Melbourne, San Francisco, Sao Paulo,
Stockholm, Sydney, Tokyo and Toronto.
[^] BOOK REVIEW: The Story of The Bank of America
-------------------------------------------------
Author: Marquis James and Bessie R. James
Publisher: Beard Books
Softcover: 592 pages
List Price: $31.80
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt
The Bank of America began as the Bank of Italy in 1904. A. P.
Giannini was motivated to found the Bank out of his indignation
over the neglect by other banks of the Italian community in San
Francisco's North Beach area. Local residents were quickly drawn to
Giannini's new type of bank suited for their social circumstances,
financial needs, and plans and aspirations. Before Giannini's Bank
of Italy, the field was dominated by large, well-connected, and
politically influential banks typified by the magnate J. P.
Morgan's House of Morgan catering to corporations and the wealthy
industrialists and their families of the Gilded Age.
Giannini's Bank proved to be a timely enterprise with great
potential far beyond its founder's original aims. The early 1900s
following the Gilded Age was a time of spreading democratization in
American society with large numbers of immigrants being
assimilated. It was also a time of considerable industrial growth
after the heyday of the tycoons such as Morgan, Rockefeller, and
Carnegie in the latter 1800s. Giannini's idea was also helped by
the growth of California in its early stages of becoming one of the
most prosperous and most populous states. As California grew, so
did the Bank of America.
A. P. Giannini was the perfect type of individual to oversee the
growth of a bank that stood in sharp contrast to the House of
Morgan and which reflected broad changes in American society and
business. Giannini followed the quick success of his North Beach
bank with Bank of Italy branches elsewhere in San Francisco. With
the success of these followed branches throughout California's
agricultural valleys and Los Angeles as Giannini reached out to
populations of other average persons generally ignored by the
traditional banks. Throughout the rapid growth of his bank,
Giannini never lost touch with his original motive for creating a
bank suited for the average individual. When he died at 80 years of
age in 1949, he lived in the same house as he did when he opened
the original Bank of Italy; and his estate was less than half a
million dollars.
Throughout all the stages of the Bank of America's growth, business
recessions and depressions, and changes in American society,
including increased government regulation, the Bank continued to
reflect its founder's purposes for it. In the 1920s, the Bank of
Italy became a part of the corporation Transamerica. In 1930, the
Bank was merged with the Bank of America of California. The newly
formed bank was given the name the Bank of America National Trust
and Savings Association, with Giannini appointed as chairman of the
committee to work out the details of the merger. In 1930, he
selected Elisha Walker to head Transamerica so he could be free to
pursue his interest of establishing a national bank with the same
goals and nature as his original Bank of Italy. But becoming
alarmed over Walker's proposed measures for dealing with the
pressures of the Depression, Giannini waged a battle involving
board members, stockholders, and allies he had worked with in the
past to regain control of Transamerica. In 1936, A. P. Giannini's
son, Lawrence
Mario, succeeded his father as president of Bank of America, with
A. P. remaining as chairman of the board.
The story of Bank of America is largely the story of A. P.
Giannini: his ideas, his values, his ambitions, his goals, his
personality. The co-authors follow the stages of the Bank's growth
by focusing on the genteel, yet driven and innovative, A. P.
Giannini. There's a balance of basic business material such as
stock prices, rationale of momentous business decisions, and
balance-sheet data, with portrayals of outsized characters of the
time. Among these, besides Giannini, are the federal government
official Henry Morgenthau and Charles Stern, California's
superintendent of banks in the early 1900s. With this balance, The
Story of the Bank of America is an engaging and informative work
for readers of more technical business books and human-interest
business stories alike.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***