/raid1/www/Hosts/bankrupt/TCR_Public/180330.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 30, 2018, Vol. 22, No. 88
Headlines
3714 EVANS: U.S. Trustee Unable to Appoint Committee
4 WEST HOLDINGS: Seeks to Hire Ankura, Appoints CRO
4 WEST HOLDINGS: Taps Houlihan Lokey as Investment Banker
AFP HOLDING: Seeks to Hire Maltz Auctions as Auctioneer
AIR CANADA: S&P Raises CCR to 'BB' on Strong Credit Measures
AMERICAN RENAL: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
AVIATION ENGINEERING: U.S. Trustee Unable to Appoint Committee
B&B LIQUIDATING: Taps Clear Thinking Group as Financial Advisor
BI-LO HOLDING: S&P Cuts CCR to 'D' on Chapter 11 Bankruptcy Filing
BLINK CHARGING: Andy Kinard Quits as President
BLINK CHARGING: Issues 808,359 Restricted Shares to 15 Entities
CADIZ INC: Water Asset Acquires 12.8% Stake as of March 26, 2018
CAPITOL CITY BREWING: Taps Goldman & Van Beek as Legal Counsel
CENVEO INC: Seeks to Hire BDO USA as Auditor
CENVEO INC: Taps Ernst & Young as Tax Advisor
CENVEO INC: Taps VanRock as Real Estate Consultant
CERIDIAN HCM: S&P Puts 'B-' CCR on Watch Positive on Potential IPO
CHARLES RIVER: Moody's Rates Proposed $500MM Sr. Unsec. Notes B1
CHARLES RIVER: S&P Rates New Senior Unsecured Notes Due 2026 'BB+'
CK ASSISTED: U.S. Trustee Unable to Appoint Committee
CLIMATE CONTROL: Appointment of Chapter 11 Trustee Not Warranted
COLFAX CORP: S&P Affirms 'BB+' CCR on Improved Credit Measures
CRESTOR GLOBAL: DOJ Watchdog Directed to Appoint Chapter 11 Trustee
DELCATH SYSTEMS: Inks Severance Agreements with 3 Executives
DEX MEDIA: Dispute with Yellow Pages Not Amenable to Mediation
DIGIDEAL CORP: Court Confirms First Amended Chapter 11 Plan
DPW HOLDINGS: Super Crypto Secures Right to 25 MW of Power
DULUTH TRAVEL: Seeks to Hire Gus Small, Anna Humnicky as Attorneys
DULUTH TRAVEL: Taps Salus Consulting as Accountant
FIRESTAR DIAMOND: Taps Marks Paneth as Financial Advisor
FIRST RIVER: Taps Century 21 as Real Estate Broker
FRAM GROUP: S&P Alters Outlook to Positive & Affirms 'B-' CCR
GCI LLC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
GCP APPLIED TECHNOLOGIES: S&P Raises CCR to 'BB', Outlook Stable
GI REVELATION: S&P Assigns 'B' CCR & Assigns Sr. Secured Debt 'B+'
GRAPHIC PACKAGING: S&P Affirms 'BB+' CCR, Outlook Stable
GROVE AVE: Seeks to Hire Lewis Phon as New Legal Counsel
GULFMARK OFFSHORE: Hikes Samuel Rubio's Annual Salary to $275,000
HAGGEN HOLDINGS: Committee, Reddy Sign Deal to Appoint Mediator
HCR MANORCARE: Seeks to Hire AP Services, Appoint CRO
HCR MANORCARE: Taps Epiq as Administrative Advisor
HCR MANORCARE: Taps Moelis & Company as Investment Banker
HCR MANORCARE: Taps Sidley Austin as Legal Counsel
HCR MANORCARE: Taps Young Conaway as Co-Counsel
INTERPACE DIAGNOSTICS: Incurs $12.2 Million Net Loss in 2017
JERUSALEM RESTAURANT: U.S. Trustee Unable to Appoint Committee
JUPITER RESOURCES: FSIC Values $6.4 Million Loan at 62% of Face
L & P STAIR: Taps Richard S. Feinsilver as Legal Counsel
LAYNE CHRISTENSEN: Gets $71M Financing Commitment from Corre
LEADVILLE CORP Appointment of M.S. Peters as Trustee Okayed
LONG BLOCKCHAIN: Acquires Minority Stake in Singapore's TSLC
LONGHORN ESTATE: Taps Caldwell & Riffee as Legal Counsel
MCCLATCHY CO: S&P Lowers CCR to 'CCC+' on Continued High Leverage
MEDCISION LLC: Taps Three Twenty-One Capital as Investment Banker
MOUNTAIN INVESTMENTS: To Pay Unsecureds $38K in One Payment
NEXSTAR MEDIA: S&P Affirms BB- Corp. Credit Rating, Outlook Stable
NNN 400 CAPITOL: Refinancing or Sale of Property to Fund Plan
OREXIGEN THERAPEUTICS: Taps Ernst & Young as Restructuring Advisor
OREXIGEN THERAPEUTICS: Taps Kurtzman as Administrative Advisor
ORION HEALTHCORP: Taps Houlihan Lokey as Investment Banker
PATRIOT NATIONAL: Committee Hires Kilpatrick Townsend as Attorney
PATRIOT NATIONAL: Committee Hires Morris James as Local Counsel
PATRIOT NATIONAL: Committee Hires Province Inc as Financial Advisor
PHILADELPHIA ENERGY: Davis Polk Advises Lenders on Chapter 11
PRECISION DRILLING: S&P Alters Outlook to Stable & Affirms 'BB' CCR
PRINCESS MILL: Taps Hamm Eckard as Legal Counsel
PYRGOS TAXI: Taps Wisdom Professional as Accountant
RADIO PERRY: Hires Heritage Capital as Marketing Consultant
RAEISI GROUP: Hires Christopher P. Walker as Bankruptcy Counsel
RAMAKRISHNA R MUTTANA: DOJ Watchdog Seeks Appointment of PCO
RAMKABIR INVESTMENTS: U.S. Trustee Unable to Appoint Committee
REGISTER COMMUNICATIONS: Taps Heritage as Marketing Consultant
REMARKABLE HEALTHCARE: Court Directs U.S. Trustee to Appoint PCO
REVEREND C.T. WALKER: NY Property Not Part of Bankruptcy Estate
RYNIC INC: Hires The Associates as Attorney
S&K MACHINEWORKS: Hires Allen, Allen & Foster, LLP as Accountant
SBA COMMUNICATIONS: S&P Rates $3.45BB Sec. Credit Facility 'BB'
SEVEN TOWER: Taps Ciardi Ciardi as Legal Counsel
SHEARER'S FOODS: S&P Affirms B- Corp. Credit Rating, Outlook Stable
SPANISH BROADCASTING: Suspends Trading in Its Series B Pref. Stock
SPARK TRADING: SEC Freezes Assets Over Ponzi Scheme Charges
ST. JOSEPH ENERGY: S&P Assigns Prelim. 'BB' Rating on Term Loan B
STONE CONNECTION: Hires KW Commercial as Real Estate Broker
TARA RETAIL: Bankruptcy Court Approves Compromise with Elswick
TOWN CENTER FLATS: 6th Cir. Upholds Ruling on Redemption Extension
TOYS R US: MGA CEO Larian's GoFundMe Campaign Raises $250M
TRIPOLIS TAXI: Taps Wisdom Professional as Accountant
TWO SISTERS: Hires Hood & Bolen as Bankruptcy Counsel
ULTRA PETROLEUM: S&P Cuts Senior Unsecured Debt Rating to 'B+'
US SILICA: S&P Puts 'B' CCR on Watch Positive on EP Minerals Deal
VAUGHAN COMPANY: Lankfords' Notice of Appeal Untimely, Court Rules
W/S PACKAGING: S&P Raises CCR to 'B' on Improved Liquidity
WEINSTEIN COMPANY: Taps Epiq Bankruptcy Solutions as Claims Agent
ZOHAR III: U.S. Trustee Unable to Appoint Committee
[^] BOOK REVIEW: Risk, Uncertainty and Profit
*********
3714 EVANS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of 3714 Evans LLC as of March 26, according to
a court docket.
About 3714 Evans LLC
Based in Fort Myers, Florida 3714 Evans LLC is a privately-held
company listing itself as a Single Asset Real Estate (as defined in
11 U.S.C. Section 101(51B)).
The Debtor sought protection under chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-00852) on Feb. 5, 2018, with
estimated assets of $100,000 to $500,000 and estimated liabilities
of $1 million to $10 million. The petition was signed by Kenneth
Berdick, principal.
The Debtor is represented by Charles R. Hayes, Esq. of the Law
Office of Charles R. Hayes, P.A.
4 WEST HOLDINGS: Seeks to Hire Ankura, Appoints CRO
---------------------------------------------------
4 West Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Ankura Consulting
Group, LLC and appoint Louis Robichaux IV as its chief
restructuring officer.
Mr. Robichaux, senior managing director of Ankura, and his firm
will provide interim management and restructuring advisory services
to the company and its affiliates in connection with their Chapter
11 cases.
As CRO, Mr. Robichaux will serve as the Debtors' primary
representative during the bankruptcy proceedings; review and
approve cash disbursements, debtor-in-possession reporting and
monthly operating reports; provide testimony; review and evaluate
competing bids for plan sponsor role; and provide accounting and
financial reporting guidance and advice to the Debtors' president
and vice-president of finance and controller.
The firm's hourly rates range from $920 to $995 for senior managing
directors, $370 to $865 for other professionals, and $175 to $300
for paraprofessionals.
Mr. Robichaux will be paid an hourly fee of $995. Ben Jones and
Chris Hebard, the Ankura professionals who are expected to assist
the CRO, will charge $995 per hour and $710 per hour, respectively.
Prior to the petition date, Ankura received a total of
$1,965,744.13 from the Debtors as payment for its services. The
firm holds a retainer in the sum of $70,820 as of the petition
date.
Ankura can be reached through:
Louis E. Robichaux IV
Ankura Consulting Group, LLC
15950 Dallas Parkway, Suite 750
Dallas, TX 75248
Main: +1.214.200.3680
Fax: +1.214.200.3686
Email: louis.robichaux@ankura.com
About 4 West Holdings
4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are
licensed operators of 41 skilled nursing facilities and manage one
skilled nursing facility located in seven states: Georgia, Indiana,
Mississippi, North Carolina, South Carolina, Tennessee and
Virginia. In addition, one of related entity, Palladium Hospice and
Palliative Care, LLC f/k/a Ark Hospice, LLC provides hospice and
palliative care services at certain of the Facilities and other
third party locations. They employ approximately 5,000 people,
including but not limited to, nurses, nursing assistants, social
workers, regional directors and supervisors.
4 West Holdings, Inc. and 134 of its affiliates and subsidiaries
filed voluntary petitions in the United States Bankruptcy Court for
the Northern District of Texas in Dallas seeking relief under the
provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.
Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring
plan that contemplates the transfer of 22 facilities to new
operations.
The Debtors continue to operate their businesses and manage their
properties as debtors-in-possession. 4 West Holdings estimated $10
million to $50 million in assets and $50 million to $100 million in
liabilities as of the filing.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Houlihan Lokey as investment banker; Crowe Horwath LLP as financial
advisor; Ankura Consulting Group, LLC, as interim management
services provider; and Rust Consulting/Omni Bankruptcy as claims
agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 19, 2018.
4 WEST HOLDINGS: Taps Houlihan Lokey as Investment Banker
---------------------------------------------------------
4 West Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Houlihan Lokey
Capital, Inc., as its investment banker.
The firm will assist the company and its affiliates in evaluating
indications of interest and proposals regarding any transactions,
including financing, restructuring or sale transactions;
participate in the negotiation of those transactions; provide
expert advice and testimony regarding financial matters related to
the transactions; and provide other financial advisory and
investment banking services in connection with the Debtors' Chapter
11 cases.
The Debtors will pay Houlihan Lokey in advance a non-refundable
cash fee of $125,000 per month. The firm will also be paid these
transaction fees:
(1) Restructuring Transaction Fee. Upon the earlier to occur
of: (i) in the case of an out-of-court restructuring transaction,
the closing of such restructuring transaction; and (ii) in the case
of an in-court restructuring transaction, the effective date of a
confirmed plan of reorganization under Chapter 11 of the Bankruptcy
Code, Houlihan Lokey will be paid a cash fee of $1,750,000.
(2) Sale Transaction Fee. Upon the closing of a sale
transaction, Houlihan Lokey will be paid directly from the gross
proceeds of such transaction a cash fee based upon these aggregate
gross considerations: (i) for AGC up to $225 million, $2,000,000,
plus; (ii) for AGC from $225 million to $250 million, 3% of such
incremental AGC, plus; and (iii) for AGC in excess of $250 million,
5% of such incremental AGC.
If more than one sale transaction is consummated, Houlihan Lokey
will be paid directly from the gross proceeds of the second and
each subsequent sale transaction, as a cost of such transaction, a
cash fee of $500,000.
(3) Financing Transaction Fee. Upon the closing of each financing
transaction (except for any financing transaction solely funded by
either Sterling National Bank or Omega Healthcare Investors, Inc.),
Houlihan Lokey will be paid directly from the gross proceeds of
such transaction a cash fee equal to the sum of: (i) 2% of the
gross proceeds of any indebtedness raised or committed that is
senior to other indebtedness of the Debtors, secured by a first
priority lien and unsubordinated, with respect to both lien
priority and payment, to any other obligations of the Debtors; (ii)
4% of the gross proceeds of any indebtedness raised or committed
that is secured by a lien (other than a first lien), is unsecured
or is subordinated; and (iii) 7% of the gross proceeds of all
equity or equity-linked securities (including, without limitation,
convertible securities and preferred stock) placed or committed.
Andrew Turnbull, managing director of Houlihan Lokey, disclosed in
a court filing that he and his firm do not hold or represent any
interests adverse to the Debtors and their estates or creditors.
Houlihan Lokey can be reached through:
Andrew Turnbull
Houlihan Lokey Capital, Inc.
111 South Wacker Dr., 37th Floor
Chicago, IL 60606
Tel: 312.456.4700 / 312.456.4719
Fax: 312.346.0951
About 4 West Holdings
4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are
licensed operators of 41 skilled nursing facilities and manage one
skilled nursing facility located in seven states: Georgia, Indiana,
Mississippi, North Carolina, South Carolina, Tennessee and
Virginia. In addition, one of related entity, Palladium Hospice and
Palliative Care, LLC f/k/a Ark Hospice, LLC provides hospice and
palliative care services at certain of the Facilities and other
third party locations. They employ approximately 5,000 people,
including but not limited to, nurses, nursing assistants, social
workers, regional directors and supervisors.
4 West Holdings, Inc. and 134 of its affiliates and subsidiaries
filed voluntary petitions in the United States Bankruptcy Court for
the Northern District of Texas in Dallas seeking relief under the
provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.
Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring
plan that contemplates the transfer of 22 facilities to new
operations.
The Debtors continue to operate their businesses and manage their
properties as debtors-in-possession. 4 West Holdings estimated $10
million to $50 million in assets and $50 million to $100 million in
liabilities as of the filing.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Houlihan Lokey as investment banker; Crowe Horwath LLP as financial
advisor; Ankura Consulting Group, LLC, as interim management
services provider; and Rust Consulting/Omni Bankruptcy as claims
agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 19, 2018.
AFP HOLDING: Seeks to Hire Maltz Auctions as Auctioneer
-------------------------------------------------------
AFP Holding, Inc., seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire an auctioneer.
The Debtor proposes to employ Maltz Auctions, Inc., to market and
sell through a public auction its real property located at 54-14-
74th Street, Elmhurst, New York.
The property is encumbered by a first mortgage lien held jointly
through an intercreditor agreement made between SummitBridge
National Investments III LLC and the New York Business Development
Corp. Both creditors have the right to either jointly or
individually credit bid to purchase the property.
In the event that the first mortgage holders credit bid, Maltz will
be compensated according to this arrangement: (i) if the successful
credit bid is no greater than $3.5 million, the firm will be paid a
fee of $15,000; (ii) if the successful credit bid is greater than
$3.5 million but less than $4.1 million, a fee of $35,000; (iii) if
the successful credit bid is greater than $4.1 million, a fee to be
paid pursuant to E.D.N.Y. LBR 6005-1; and (d) if the successful bid
is not a credit bid, a fee to be paid pursuant to E.D.N.Y. LBR
6005-1.
Maltz will be reimbursed for marketing costs and other expenses in
an amount not to exceed $15,000.
Richard Maltz, chief executive officer of Maltz, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
Maltz can be reached through:
Richard B. Maltz
Maltz Auctions, Inc.
39 Windsor Place
Central Islip, NY 11722
Phone: 516.349.7022
Fax: 516.349.0105
Email: info@MaltzAuctions.com
About AFP Holding
Secured creditors SummitBridge National Investments III LLC and the
New York Business Development Corp. filed an involuntary petition
under Chapter 7 of the Bankruptcy Code against AFP Holding Inc. on
May 23, 2017.
A motion was made to convert the Chapter 7 case to one under
Chapter 11 and an order was entered by the court on consent of the
secured creditors allowing the case to proceed under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-42642).
Judge Carla E. Craig presides over the case.
Goldberg Weprin Finkel Goldstein LLP is the Debtor's bankruptcy
counsel.
AIR CANADA: S&P Raises CCR to 'BB' on Strong Credit Measures
------------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Air Canada to 'BB' from 'BB-'. The outlook is positive.
At the same time, S&P Global Ratings raised its issue-level rating
on the company's revolving credit facility, term loan, and secured
notes to 'BBB-' from 'BB+'. The '1' recovery rating on the debt is
unchanged, and indicates S&P's expectation of very high (90%-100%;
rounded estimate of 95%) recovery in default scenario.
S&P Global Ratings also raised its issue-level rating on the
company's unsecured debt to 'BB' from 'BB-'. The '3' recovery
rating on the debt is unchanged, and indicates S&P's expectation of
meaningful (50%-70%; rounded estimate of 65%) recovery in default.
Finally, S&P raised some of its ratings on Air Canada's enhanced
equipment trust certificates (EETCs) by one notch, and affirmed
others.
S&P said, "The upgrade reflects credit measures for Air Canada that
are stronger than we had previously expected, due in large part to
debt reduction and improved operating performance. We currently
expect adjusted funds from operations (FFO)-to-debt of 40%-45% and
adjusted debt-to-EBITDA of about 2x over the next two years. In our
view, stronger-than-expected credit measures primarily contributed
to improvement in the company's financial risk profile, even when
incorporating the expected high volatility of its earnings and cash
flow through an economic cycle.
"The reduction in Air Canada's adjusted debt, which included lower
net pension and postretirement obligations, and an increased cash
position, were largely responsible for stronger-than-expected
credit measures. We assume the company's adjusted EBITDA and
leverage measures will remain similar to 2017 levels this year. Our
assumptions primarily reflect our expectation for a relatively flat
net pension and postretirement obligations, capacity growth of
6%-7%, modest growth in passenger revenue per available seat mile
(PRASM) of about 1%, and good cost controls. We believe these
factors should offset the negative impact from higher average jet
fuel prices that we anticipate this year. We also assume only
modest debt reduction in 2018 because Air Canada's capital
expenditures remain elevated to support the company's fleet renewal
program, which has begun to taper off.
"The positive outlook primarily reflects our expectation for
meaningful deleveraging beyond 2018, underpinned by adjusted EBITDA
growth and lower capital expenditures that we believe will
contribute to stronger annual free operating cash flow (FOCF). This
deleveraging beyond 2018 also incorporates our view that Air Canada
intends to deploy positive free cash flow to repay debt, supported
by the company's target to reduce net debt-to-EBITDAR from 2.1x in
2017 to 1.2x by the end of 2020."
Air Canada is the country's largest domestic and international
full-service airline. As of Dec. 31, 2017, the company operated a
mainline fleet of 175 aircraft, and its wholly owned leisure
carrier Air Canada Rouge operated 49 aircraft. In addition, the
company has capacity purchase agreements with regional airlines
that operate under Air Canada Express.
S&P said, "Our business risk profile assessment reflects Air Canada
operating in the North American airline sector, which we consider
high risk due to cyclical demand, significant competition, high
operating leverage, and capital intensity. Furthermore, the
passenger airline industry is susceptible to outside events such as
war, terrorism, and epidemics. Air Canada's operating cost
structure compares favorably with that of other legacy North
American airline carriers. The company has done a commendable job
in the past few years improving its cost profile with more
improvements likely from ongoing cost-cutting initiatives and
investments. While we recognize that the company's profitability is
improving, we also note that it remains relatively weaker than that
of its domestic competitor, WestJet Airlines Ltd. (BBB-/Stable/--)
and the large U.S. carriers, in our view. We believe Air Canada has
a solid market position in Canada as it is the largest provider of
scheduled passenger services (based on available seat mile [ASM])
on routes within Canada (about 54% market share) and on routes to
and from Canada, with a 48% market share on transborder routes and
a 48% share on international routes. Furthermore, we believe that
strong demand for air travel should persist over the next couple of
years and absorb the increased capacity within the industry with
the load factor (percentage of available seats filled) to be
81%-82%.
"We could see some disruption to the Canadian airline industry this
year from the introduction of new ultra low-cost carriers (ULCC)
such as SWOOP operated by WestJet, which will launch this June.
Although we assume some only modest growth in Air Canada's yields
in the next couple of years to incorporate this increase
competition, we believe the overlap between Air Canada and the ULCC
market is not significant. In our opinion, most of the potential
ULCC passengers do not currently fly Air Canada and include those
that might have otherwise taken cheaper flights south of the border
or simply decided not to fly."
S&P Global Ratings' base-case forecast includes the following
assumptions:
-- Canadian real GDP growth of 2.1% in 2018 and 1.7% in 2019 ASM
to increase 6.0%-7.0% this year and slow considerably in subsequent
years as the company completes its wide-body fleet renewal program
-- Strong demand for air travel to support modest annual growth in
passenger revenue per ASM of about 1%, despite an increase in
average stage length, competition from ULCC entrants, and slight
downward pressure on load factor due in part to new capacity
-- A load factor of 81%-82% through 2019
-- Cost per ASM, excluding fuel, to increase about 1% this year
and return to 2017 levels in the subsequent year as the company
executes on its cost transformation plan announced with its
fourth-quarter earnings release; S&P expects this plan to
contribute more than C$150 million of annual cost savings by 2019
-- The average price of West Texas Intermediate crude oil to be
about US$55 per barrel in 2018 and 2019, representing a 10%
increase from 2017, and which should contribute to higher fuel
costs and lower adjusted EBITDA margins in 2018
-- The average value of the Canadian dollar to appreciate against
the U.S. dollar by about 1% in 2018 and 2019
-- Capital expenditures of about C$2.3 billion in 2018 and C$2.2
billion in 2019, still well above what S&P considers the company's
normal annual capital expenditures of less than C$1.5 billion
-- Annual share repurchases of C$70 million-C$80 million
-- C$301 million in proceeds from the Canadian dollar EETCs Air
Canada issued in February 2018
-- Upcoming debt maturities, including C$670 million in 2018 and
C$530 million in 2019 are repaid with cash on hand
-- No sale leaseback transactions
Based on these assumptions, S&P estimates the following adjusted
credit measures through 2019:
-- EBITDA of C$2.9 billion-C$3.1 billion in 2018 and C$3.1
billion-C$3.3 billion in 2019 EBITDA margins of 16%-17% in 2018 and
close to 18% in 2019
-- FFO-to-debt of 40%-45% in 2018 and 45%-50% in 2019
-- Debt-to-EBITDA of about 2x in 2018 and 1.7x-2x in 2019
-- FOCF-to-debt of 5%-10% in 2018 and about 10% in 2019
S&P said, "We are revising our liquidity assessment on Air Canada
to strong from adequate. This reflects our view that the company's
sources of liquidity should be able to cover its uses of cash
within the next 24 months by 1.8x-2.0x and for the ratio to remain
above 1.0x in a stress scenario, whereby EBITDA is 50% lower than
our forecast. Our liquidity assessment also incorporates our view
that Air Canada has solid banking relationships; few financial
covenants; generally satisfactory standing in credit markets; and a
likely ability to withstand a high-impact, low-probability event
with limited need for refinancing."
Principal liquidity sources include:
-- Cash and cash equivalents of about C$3.8 billion as of Dec. 31,
2017
-- S&P assumes Air Canada will maintain at least C$1.0 billion of
cash on hand primarily to address the company's agreements with
credit card processors
-- Full availability under the company's US$300 million revolving
credit facility due 2021
-- C$301 million in proceeds from the Canadian dollar EETCs Air
Canada issued in February 2018
-- Annual reported operating cash flow of more than C$2.4 billion
Principal liquidity uses include:
-- Seasonal working capital inflows that typically peak in the
second quarter on advanced ticket sales and reverse in the second
half of the year
-- Long-term debt and finance lease maturities of about C$670
million in 2018 and C$530 million in 2019
-- Capital expenditures of about C$2.3 billion in 2018 and C$2.2
billion in 2019
-- Annual share repurchases of C$70 million-C$80 million
-- Covenant analysis
-- Few financial covenants under the company's secured credit
facilities
-- S&P believes there is sufficient headroom for forecast EBITDA
to fall by 30% or debt to increase by 25% without the company
breaching any covenant limits
S&P said, "The positive outlook primarily reflects our expectation
for meaningful deleveraging beyond 2018, underpinned by adjusted
EBITDA growth and lower capital expenditures that should contribute
to stronger annual FOCF. This deleveraging beyond 2018 also
incorporates our view that Air Canada intends to deploy positive
free cash flow to repay debt, supported by the company's target to
reduce net debt-to-EBITDAR from 2.0x in 2017 to 1.2x by the end of
2020.
"We could raise the long-term corporate credit rating on Air Canada
within the next 12 months if adjusted FFO-to-debt approaches 45%
with good prospects for further improvement in subsequent years.
This could occur if the current pricing environment remains strong
and the company is able increase adjusted EBITDA despite higher
fuel costs. This scenario could translate into stronger FOCF that
could facilitate debt reduction.
"We could revise the outlook to stable within the next 12 months if
credit measures deteriorate from our current forecast, such that we
expect adjusted FFO-to-debt to remain below 40%. This situation
could occur if the company's profitability metrics deteriorate from
higher-than-expected operating costs or top line pressure from
increased competition or weak macroeconomic conditions."
AMERICAN RENAL: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
American Renal Associates Holdings Inc. (ARA). The rating outlook
is stable.
S&P said, "At the same time, we lowered our debt-issue level rating
on the company's senior secured facility to 'B' from 'B+'. The
facility consists of a $100 million revolving credit facility and a
$440 million first-lien term loan. We revised the recovery rating
on this debt to '3' from '2', indicating expectations for
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a default.
"We are affirming our 'B' corporate credit rating on ARA to reflect
our view that the business has stabilized following a period of
declining margins as payor mix shifted toward lower-reimbursing
Medicare treatments from higher-reimbursing commercially insured
patients. While leverage has increased slightly versus our prior
forecasts, our rating affirmation reflects our view that ARA will
continue to be able to generate solid recurring free cash flow,
excluding the impact of growth capital expenditures.
"The stable outlook reflects our expectations for a steady payor
environment in 2018 after an unfavorable mix shift from 2016 to
2017, an aggressive de novo-driven growth strategy, and minimal
levels of discretionary cash flow after distributions to NCI and
growth capital expenditures."
AVIATION ENGINEERING: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Aviation Engineering Consultants, Inc. as of
March 26, according to a court docket.
Aviation Engineering is represented by:
Jake C. Blanchard, Esq.
Blanchard Law, P.A.
1501 Belcher Road South Unit 2B
Largo, FL 33771
Phone: 727-531-7068
Email: jake@jakeblanchardlaw.com
About Aviation Engineering Consultants Inc.
Aviation Engineering Consultants, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-00241) on January 12, 2018.
In the petition signed by Fahim Avaregan, operations manager and
trustee, the Debtor disclosed that it had estimated assets of less
than $50,000 and liabilities of less than $500,000.
Judge Caryl E. Delano presides over the case. Blanchard Law, P.A.
is the Debtor's bankruptcy counsel.
B&B LIQUIDATING: Taps Clear Thinking Group as Financial Advisor
---------------------------------------------------------------
B&B Liquidating, LLC. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Clear Thinking Group
LLC as its financial advisor.
The firm will advise the Debtor regarding its Chapter 11 case and
the liquidation process, including the inventory liquidation sales
at its various retail locations; assist in soliciting bids from
liquidation firms; prepare a budget for its liquidation; oversee
the updating of the cash flow each week; and assist in the
preparation of its monthly operating reports and other financial
documents.
The firm's hourly rates range from $150 to $250 tor analysts and
consultants, and from $350 to $500 for managers.
The professionals expected to be most active in the Debtor's case
and their hourly rates are:
Lee Diercks Partner $500
AR Williams Managing Director $400
Brian Allen Managing Director $400
CTG, Siena Lending Group, LLC and the Debtor agreed that in
addition to the $75,000 retainer, the lender would carve-out from
its post-petition collateral and the Debtor would pay the firm's
post-petition services on a weekly basis to a maximum of $175,000.
Brian Allen, managing director of CTG, disclosed in a court filing
that his firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
CTG can be reached through:
Brian Allen
Clear Thinking Group LLC
401 Towne Centre Drive
Hillsborough, NJ 08844
Phone: (908) 431-2121
Fax: (908) 359-5940
E-mail: ballen@clearthinkinggrp.com
E-mail: info@clearthinkinggroup.com
About B&B Liquidating
Established in 1877, B&B Liquidating, LLC, doing business as
Bachrach is a specialty men's clothing merchandiser with a 140-year
history in the retail industry. The Company sells suits, dress
shirts, tops, jackets, bottoms, underwear, footwear and
accessories. Bachrach -- https://www.bachrach.com/ -- currently
has 32 retail locations nationwide with its headquarters located in
Los Angeles, California. The Company previously sought bankruptcy
protection on April 28, 2017 (Bankr. C.D. Cal. Case No. 17-15292)
and on May 6, 2009 (Bankr. S.D.N.Y. Case No. 09-12918). B&B
Liquidating is an affiliate of B&B Bachrach, LLC, which sought
bankruptcy protection on April 28, 2017.
B&B Liquidating filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 18-11744) on Feb. 16, 2018. In the petition signed by Brian
Lipman, managing member, the Debtor estimated assets and
liabilities at 10 million to $50 million.
The case is assigned to Judge Julia W. Brand.
The Debtor is represented by Brian L. Davidoff, Esq., at Greenberg
Glusker Fields Claman & Machtinger LLP.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors.
BI-LO HOLDING: S&P Cuts CCR to 'D' on Chapter 11 Bankruptcy Filing
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on BI-LO
Holding Finance and subsidiary BI-LO LLC to 'D' from 'CC' following
the company's Chapter 11 bankruptcy filing.
S&P said, "At the same time, we lowered our issue-level rating on
the unsecured pay-in-kind (PIK) toggle notes to 'D' from 'CC'. The
recovery rating on these notes is '4', indicating our expectation
for average (30% to 50%; rounded estimate: 35%) recovery.
"Additionally, we lowered the issue-level rating on BI-LO LLC's
asset-based lending (ABL) facility to 'D' from 'CCC'. The recovery
rating remains '1', indicating our expectation for very high
(90%-100%; rounded estimate 95%) recovery. We also lowered our
issue-level rating on the senior secured notes issued by BI-LO LLC
to 'D' from 'CCC'. The recovery rating remains '1', indicating our
expectations for very high (90%-100%; rounded estimate: 95%)
recovery."
The downgrade follows BI-LO's announcement on March 27, 2018, that
it has filed for Chapter 11 bankruptcy protection.
S&P expects to assign ratings to the reorganized entity and its new
capital structure post emergence.
BLINK CHARGING: Andy Kinard Quits as President
----------------------------------------------
Andy Kinard resigned as Blink Charging Co.'s president, effective
March 19, 2017. Mr. Kinard remains a non-executive employee of the
Company. The Company has not yet appointed a new president.
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID),
formerly known as Car Charging Group, Inc. --
http://www.CarCharging.com/,http://www.BlinkNetwork.com/and
http://www.BlinkHQ.com/-- is a national manufacturer of public
electric vehicle (EV) charging equipment, enabling EV drivers to
easily charge at locations throughout the United States.
Headquartered in Florida with offices in Arizona and California,
Blink Charging's business is designed to accelerate EV adoption.
Blink Charging offers EV charging equipment and connectivity to the
Blink Network, a cloud-based software that operates, manages, and
tracks the Blink EV charging stations and all the associated data.
Blink Charging also has strategic property partners across multiple
business sectors including multifamily residential and commercial
properties, airports, colleges, municipalities, parking garages,
shopping malls, retail parking, schools, and workplaces.
The Company's name change to Blink Charging from Car Charging
Group, Inc., integrates the Company's largest operating entity,
link Network, and represents the thousands of Blink EV charging
stations that the Company owns and/or operates, and the Blink
network, the software that manages, monitors, and tracks the Blink
EV stations and all its charging data.
Car Charging reported a net loss attributable to common
shareholders of $9.16 million for the year ended Dec. 31, 2016,
compared with a net loss attributable to common shareholders of
$9.58 million for the year ended Dec. 31, 2015. As of Sept. 30,
2017, Blink Charging had $1.90 million in total assets, $67.79
million in total liabilities, $825,000 in series B convertible
preferred stock, and a $66.71 million total stockholders'
deficiency.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred net losses since
inception and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
BLINK CHARGING: Issues 808,359 Restricted Shares to 15 Entities
---------------------------------------------------------------
In connection with the closing of Blink Charging Co.'s registered
public offering which closed on Feb. 16, 2018, and pursuant to
obligations previously incurred by the Company, on March 16, 2018
and March 19, 2018 the Company issued a total of 808,359 restricted
shares of its common stock, par value $.001 per share to 15
individuals or entities.
Upon the closing of the Offering, all outstanding shares of Series
B Preferred Shares of the Company were converted into 223,235
shares of Common Stock. These 223,235 shares of Common Stock are
equal to $825,000 payable to ECOtality Consolidated Qualified
Creditor Trust. The Company issued to ECOtality Consolidated
Qualified Creditor Trust 223,235 shares of Common Stock as
payment.
The Company issued to Mr. Michael J. Calise, the Company's chief
executive officer, 10,269 restricted shares of the Company's Common
Stock. The shares were issued in settlement and consideration of
services rendered during the period of April 1, 2016 through March
31, 2017. The 20,538 five-year warrants to purchase Common Stock
with an exercise price of $4.25 that Mr. Calise is currently owed
in connection with this settlement and consideration of services
rendered have not yet been issued, but will be in the near future.
The Company issued 9,440 shares were issued to Mr. Andy Kinard, its
former president, in settlement and consideration of services
rendered during the period of April 1, 2016 through March 31, 2017.
The 18,880 five-year warrants to purchase Common Stock with an
exercise price of $4.25 that Mr. Kinard is currently owed in
connection with this settlement and consideration of services
rendered have not yet been issued, but will be in the near future.
The Company issued 46,655 shares of Common Stock as payment of a
total of $153,529 to both SemaConnect Inc. and their legal counsel
pursuant to the Settlement Agreement dated June 23, 2017.
Pursuant to a Confidential Settlement Agreement between the Company
and ITT Cannon, LLC, dated May 17, 2017, the Company owes $200,000
to ITT Cannon which will be paid entirely in the form of shares of
Common Stock. The Company issued 47,059 shares of Common Stock to
ITT Cannon as partial payment of this $200,000 in stock.
The Company issued 74,753 shares of Common Stock as payment of
$221,009 owed to BLNK Holdings, in principal and interest pursuant
to a Conversion Agreement between the Company and BLNK Holdings,
dated Aug. 23, 2017.
The Company issued 73,529 shares of Common Stock to JMJ Financial
as repayment of a $250,000 advance pursuant to a Letter Agreement
between the Company and the counterparty, dated Feb. 1, 2018. The
147,058 five-year warrants to purchase Common Stock with an
exercise price of $4.25 that JMJ Financial is currently owed in
connection with repayment of a $250,000 advance pursuant to a
Letter Agreement between the Company and the counterparty, dated
Feb. 1, 2018 have not yet been issued, but will be in the near
future.
The Company issued 141,176 shares of Common Stock to JNS Power &
Control Systems, Inc. as payment of $600,000 in connection with an
asset purchase agreement entered into with the counterparty on Feb.
2, 2018 in settlement of litigation.
The Company issued 23,529 shares of Common Stock to JNS to be held
in escrow as payment of the additional $100,000 cash owed in
connection with an asset purchase agreement entered into with the
counterparty on Feb. 2, 2018 in settlement of litigation. At the
time the additional $100,000 cash is paid by the Company, the
23,529 shares currently held in escrow will be cancelled.
The Company issued 17,132 shares of Common Stock to Genweb2 as
repayment of a $58,250 debt pursuant to a Letter Agreement between
the Company and the counterparty, dated Feb. 12, 2018.
The Company issued 2,353 shares of Common Stock as payment of
$10,000 to Russ Klenet & Associates, Inc. pursuant to the
Settlement and Release Agreement between the Company and the
counterparty, dated Dec. 29, 2016.
The Company issued 17,647 shares of Common Stock were issued as
payment of $75,000 owed to Wilson Sonsini Goodrich & Rosati
pursuant to a Settlement Agreement between the Company and the
counterparty, dated June 8, 2017.
The Company issued 119,700 shares of Common Stock to Schafer &
Weiner, PLLC as part of a repayment of a $406,981 debt pursuant to
a Letter Agreement between the Company and the counterparty. The
239,400 five-year warrants to purchase Common Stock with an
exercise price of $4.25 that Schafer & Weiner, PLLC is currently
owed in connection with a repayment of a $406,981 debt pursuant to
a Letter Agreement between the Company and the counterparty have
not yet been issued, but will be in the near future.
The Company issued 1,882 shares of Common Stock to IBIS Co. in
connection with an introduction to an investor.
These securities were not registered under the Securities Act of
1933, as amended, but qualified for exemption under Section 4(a)(2)
of the Securities Act. The securities were exempt from
registration under Section 4(a)(2) of the Securities Act because
the issuance of such securities by the Company did not involve a
"public offering," as defined in Section 4(a)(2) of the Securities
Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, manner of the offering and
number of securities offered. All of the securities were issued
without registration under the Securities Act of 1933 in reliance
upon the exemption provided in Section 4(a)(2) and Rule 506(b)
thereunder.
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID),
formerly known as Car Charging Group, Inc. --
http://www.CarCharging.com/,http://www.BlinkNetwork.com/and
http://www.BlinkHQ.com/-- is a national manufacturer of public
electric vehicle (EV) charging equipment, enabling EV drivers to
easily charge at locations throughout the United States.
Headquartered in Florida with offices in Arizona and California,
Blink Charging's business is designed to accelerate EV adoption.
Blink Charging offers EV charging equipment and connectivity to the
Blink Network, a cloud-based software that operates, manages, and
tracks the Blink EV charging stations and all the associated data.
Blink Charging also has strategic property partners across multiple
business sectors including multifamily residential and commercial
properties, airports, colleges, municipalities, parking garages,
shopping malls, retail parking, schools, and workplaces.
The Company's name change to Blink Charging from Car Charging
Group, Inc., integrates the Company's largest operating entity,
Blink Network, and represents the thousands of Blink EV charging
stations that the Company owns and/or operates, and the Blink
network, the software that manages, monitors, and tracks the Blink
EV stations and all its charging data.
Car Charging reported a net loss attributable to common
shareholders of $9.16 million for the year ended Dec. 31, 2016,
compared with a net loss attributable to common shareholders of
$9.58 million for the year ended Dec. 31, 2015. As of Sept. 30,
2017, Blink Charging had $1.90 million in total assets, $67.79
million in total liabilities, $825,000 in series B convertible
preferred stock, and a $66.71 million total stockholders'
deficiency.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred net losses since
inception and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CADIZ INC: Water Asset Acquires 12.8% Stake as of March 26, 2018
----------------------------------------------------------------
Water Asset Management, LLC and TRF Master Fund (Cayman) LP
reported to the Securities and Exchange Commission that as of March
26, 2018 they beneficially own 2,967,162 shares of common stock of
Cadiz Inc., constituting 12.8 percent of the shares outstanding.
The Reporting Persons used approximately $26,934,437 (excluding
brokerage commissions) in the aggregate to purchase the shares of
Common Stock reported in this Schedule 13D. Funds for the purchase
of the shares of Common Stock as beneficially owned by the
Reporting Persons were derived from working capital.
Water Asset Management serves as investment manager to a number of
investment funds and manages investments for certain entities in
managed accounts with respect to which it has dispositive authority
over the 2,967,162 shares of Common Stock and voting power over the
2,435,244 shares of Common Stock.
An affiliated investment fund for which Water Asset Management
serves as investment manager holds $1,276,000 in principal amount
of convertible notes that mature on March 5, 2020, at which point
the principal amount and accrued interest will be convertible into
shares of Common Stock at $6.75 per share at the election of Water
Asset Management.
A full-text copy of the Schedule 13D is available for free at:
https://is.gd/iXJK03
About Cadiz
Headquartered in Los Angeles, California, Cadiz Inc. --
http://www.cadizinc.com/-- is a land and water resource
development company with 45,000 acres of land in three areas of
eastern San Bernardino County, California. Virtually all of this
land is underlain by high-quality, naturally recharging groundwater
resources, and is situated in proximity to the Colorado River and
the Colorado River Aqueduct, California's primary mode of water
transportation for imports from the Colorado River into the State.
The Company's properties are suitable for various uses, including
large-scale agricultural development, groundwater storage and water
supply projects. Its main objective is to realize the highest and
best use of these land and water resources in an environmentally
responsible way.
Cadiz Inc. incurred a net loss and comprehensive loss of $33.86
million for the year ended Dec. 31, 2017, compared to a net loss
and comprehensive loss of $26.33 million for the year ended Dec.
31, 2016. As of Dec. 31, 2017, Cadiz Inc. had $66.50 million in
total assets, $145.20 million in total liabilities and a total
stockholders' deficit of $78.69 million.
CAPITOL CITY BREWING: Taps Goldman & Van Beek as Legal Counsel
--------------------------------------------------------------
Capitol City Brewing Company, L.C., seeks approval from the U.S.
Bankruptcy Court for the District of Columbia to hire Goldman & Van
Beek, 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.
The firm's hourly rates are:
Neil Goldman $350
John Van Beek $350
Holly Currier $275
Paralegals $200
Goldman received a retainer in the sum of $10,000 from the Debtor.
The firm and its attorneys do not represent any interests adverse
to the Debtor, according to court filings.
Goldman can be reached through:
John P. Van Beek, Esq.
Neil D. Goldman, Esq.
Goldman & Van Beek, P.C.
510 King Street, Suite 416
Alexandria, VA 22314
Phone: (703) 684-3260
Fax: (703) 548-4742
E-mail: jvanbeek@goldmanvanbeek.com
E-mail: ngoldman@goldmanvanbeek.com
About Capitol City Brewing Company
Capitol City Brewing Company, L.C., is a brewpub in Washington,
D.C., which offers local brews that represent beer styles from
around the world.
Capitol City Brewing Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.D.C. Case No. 18-00161) on March 14,
2018. In the petition signed by David Von Storch, president of the
Debtor's manager Urban Adventures Companies Inc., the Debtor
estimated assets and liabilities of less than $1 million. Judge S.
Martin Teel, Jr., presides over the case.
CENVEO INC: Seeks to Hire BDO USA as Auditor
--------------------------------------------
Cenveo, Inc., seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire BDO USA, LLP as its auditor
and accountant.
The firm will audit the consolidated financial statements of Cenveo
and its affiliates, which are comprised of the consolidated balance
sheets as of Dec. 30, 2017, and consolidated statements of income
and cash flows; consult the Debtors on issues related to the audit
services; and provide other services requested by the Debtors.
The firm and the Debtors have negotiated a flat fee of $1.15
million, of which all but $143,750 had been pre-paid by the Debtors
for the audit services as of the petition date.
Additional services will be paid at these hourly rates:
Partners/Director $580 - $740
Senior Manager $350 - $475
Manager $270 - $350
Senior $200 - $270
Staff $190 - $200
Anthony Castellano, a partner at BDO, disclosed in a court filing
that his firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
BDO can be reached through:
Anthony Castellano
BDO USA, LLP
100 Park Avenue
New York, NY 10017
Phone: 212-885-8000 / 212-885-7384
Fax: 212-697-1299
Email: acastellano@bdo.com
About Cenveo
Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions. The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution. With a worldwide distribution
platform, the Company says it delivers quality solutions and
services every day to its more than 100,000 customers.
After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018. The Chapter 11 filing does not include foreign
entities, such as those located in India.
As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.
The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc.
as investment banker; Zolfo Cooper LLC as restructuring advisor;
and Prime Clerk LLC as notice, claims & balloting agent, and
administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee hired
Lowenstein Sandler LLP as its bankruptcy counsel; and FTI
Consulting, Inc. as its financial advisor.
CENVEO INC: Taps Ernst & Young as Tax Advisor
---------------------------------------------
Cenveo, Inc., seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Ernst & Young LLP as its tax
advisor.
Ernst & Young LLP will provide bankruptcy tax services to the
company and its affiliates, which include advising their personnel
regarding tax issues and options related to their Chapter 11 filing
and regarding the tax consequences of any proposed plan of
reorganization. The firm will also provide routine on-call
advisory services to the Debtors.
The firm's hourly rates are:
Partner $740 — $900
Principal $740 — $900
Executive Director $740 — $900
Senior Manager $590 — $640
Manager $470 — $520
Senior Staff $280 — $360
Staff $140 — $280
Client Serving Specialist $120 — $140
During the 90 days prior to the Petition Date, the Debtors paid
Ernst & Young the sum of $652,218, of which $352,218 constituted
advance payments while the remaining $300,000 constituted retainer
payments. The firm currently holds a retainer totaling $300,000.
Andrew Prevelige, a partner at Ernst & Young, disclosed in a court
filing that his firm does not hold or represent any interests
adverse to the Debtors.
Ernst & Young can be reached through:
Andrew Prevelige
Ernst & Young LLP
300 First Stamford Place
Stamford, CT 06902
Tel: +1 203-674-3000
Fax: +1 203-674-3341
About Cenveo
Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions. The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution. With a worldwide distribution
platform, the Company says it delivers quality solutions and
services every day to its more than 100,000 customers.
After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018. The Chapter 11 filing does not include foreign
entities, such as those located in India.
As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.
The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc.
as investment banker; Zolfo Cooper LLC as restructuring advisor;
and Prime Clerk LLC as notice, claims & balloting agent, and
administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee hired
Lowenstein Sandler LLP as its bankruptcy counsel; and FTI
Consulting, Inc., as its financial advisor.
CENVEO INC: Taps VanRock as Real Estate Consultant
--------------------------------------------------
Cenveo, Inc., seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire VanRock Real Estate
Consulting, LLC as its real estate consultant.
The firm will provide lease management services, which include
analyzing business strategy related to all aspects of real estate
holdings owned and leased by Cenveo and its affiliates, and
consulting with the Debtors to discuss their goals, objectives, and
financial parameters in relation to real estate leases and
properties.
The firm will also provide lease modification services, which
include negotiating with landlords and implementing lease
restructuring and cost savings initiatives across the Debtors' real
estate portfolio.
VanRock will be paid a monthly fee of $10,000 for its lease
management services. In exchange for the lease modification
services, the firm will be paid a 5% fee for all savings found,
created, and experienced by the Debtors over the course of each
remaining lease term successfully negotiated. Both have agreed
that fees for the lease modification services do not exceed
$200,000.
Robert DePiero, founding Principal of VanRock, 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:
Robert DePiero
VanRock Real Estate Consulting, LLC
319 Van Winkle Avenue
Hawthorne, NJ 07506
E-mail: rdepiero@vanrockproperties.com
About Cenveo
Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions. The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution. With a worldwide distribution
platform, the Company says it delivers quality solutions and
services every day to its more than 100,000 customers.
After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018. The Chapter 11 filing does not include foreign
entities, such as those located in India.
As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.
The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc.
as investment banker; Zolfo Cooper LLC as restructuring advisor;
and Prime Clerk LLC as notice, claims & balloting agent, and
administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee hired
Lowenstein Sandler LLP as its bankruptcy counsel; and FTI
Consulting, Inc. as its financial advisor.
CERIDIAN HCM: S&P Puts 'B-' CCR on Watch Positive on Potential IPO
------------------------------------------------------------------
S&P Global Ratings said it placed its 'B-' long-term corporate
credit rating on Ceridian HCM Holding Inc. on CreditWatch with
positive implications.
S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to the company's proposed US$680
million senior secured first-lien term loan B, which will refinance
the existing first-lien term loan B and the US$300 million upsized
committed revolving credit facility. The '3' recovery rating
indicates our expectation of average (50-70%; rounded estimate of
50%) recovery in the event of default. The issue-level rating on
the proposed term loan B is also on CreditWatch with positive
implications.
"We expect to withdraw the ratings on the existing revolving credit
facility, term loan, and senior unsecured notes once the
transactions close.
"The CreditWatch placement reflects S&P Global Ratings' view that,
post-transactions, the company's adjusted debt-to-EBITDA will
improve to 6.0x-6.5x from 11.7x at year-end 2017. We expect
Ceridian to raise net proceeds of about US$475 million from the
IPO, which it will use to pay down the US$475 million senior
unsecured notes outstanding. As a result, we expect leverage to
drop 6.0x-6.5x for 2018 from previous forecast of 10x, which we
view to be a credit positive. At the same time, the company is
refinancing its existing senior secured first-lien term loan B with
the proposed US$680 million first-lien term loan B issuance, as
well as upsizing its committed revolving credit facility to US$300
million from its current US$130 million. We view these proposed
transactions as likely to materially improve the company's credit
metrics and liquidity, leading to the possibility of raising our
ratings on Ceridian by one-notch.
"The rating also captures our view of Ceridian's small share in the
highly competitive and fragmented human capital management (HCM)
market, the company's exclusive focus on HCM, and the successful
transition to the cloud from Ceridian's legacy business. We expect
the company's increasing exposure to cloud positions itself to
expand its market share slowly in the highly competitive HCM
solutions market. Profitability is likely to improve through 2018
reflecting that about two-thirds of Ceridian's dayforce cloud
customers will be more than two years on the cloud platform. The
company earns its cloud revenues on a per-employee-per-month
subscription fee basis once its customers go live on the dayforce
cloud platform. Because of initial implementation costs, Ceridian
is generally breakeven on a customer basis after two years of
implementation."
CHARLES RIVER: Moody's Rates Proposed $500MM Sr. Unsec. Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Charles River
Laboratories International Inc.'s proposed $500 million senior
unsecured notes. At the same time, Moody's upgraded the rating on
Charles River's senior secured credit facilities to Ba1 from Ba2.
The Ba2 Corporate Family Rating, and Ba2-PD Probability of Default
Rating were all affirmed. Moody's also upgraded the Speculative
Grade Liquidity Rating to SGL-1 from SGL-2. Proceeds from the
unsecured bond will be used to reduce revolver borrowings, which
are being used in combination with secured term loan debt to fund
the acquisition of MPI Research. The rating outlook is stable.
The rating upgrade to Ba1 on the secured term loans reflects the
introduction of unsecured notes in the capital structure which
provides first loss absorption to secured creditors.
Charles River Laboratories International, Inc.:
Rating assigned:
Senior unsecured notes due 2026 at B1 (LGD6)
Ratings upgraded:
Senior secured multi currency revolving credit facility due 2023 to
Ba1 (LGD3) from Ba2 (LGD3)
Senior secured delayed draw term loan due 2023 to Ba1 (LGD3) from
Ba2 (LGD3)
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Ratings affirmed:
Corporate Family Rating at Ba2
Probability of Default Rating at Ba2-PD
Outlook Actions:
The outlook remains stable
RATINGS RATIONALE
Charles River's Ba2 Corporate Family Rating reflects its leading
competitive position in its core markets as an early stage contract
research organization (CRO) and its good geographic and customer
diversity. Charles River generates strong and stable free cash and
generally maintains moderate financial leverage. The ratings are
constrained by the company's focus on niche markets, some of which
Moody's believe will face headwinds due to reduced usage of
research models (e.g. rodents) in scientific research. The ratings
are also constrained by Charles River's vulnerability to reduced
R&D budgets of customers and the potential negative impact on the
company if funding to biotechnology and small to medium sized
pharmaceutical companies becomes scarce.
The SGL-1 Speculative Grade Liquidity rating reflects Moody's
expectation for strong cash generation and balance sheet cash of
approximately $164 million. This is supported by Moody's view that
availability under Charles River's $1.55 billion revolver will
exceed $800 million post-transaction. Once proceeds from the bond
issuance are used to reduce revolver borrowings, cushion under its
secured debt covenant in the bank credit agreement will
meaningfully improve. In addition, cushion will improve over the
next twelve months with earnings growth.
The stable outlook reflects Charles River's increased financial
leverage and integration risk associated with acquiring MPI. This
is offset by Moody's expectation of good cash generation and high
single digit EBITDA growth over the next 12-18 months.
Moody's could upgrade the ratings if the company demonstrates
sustained, organic revenue growth and if Moody's expects debt to
EBITDA to be sustained below 3.0x and free cash flow to debt above
20%.
The ratings could be downgraded if Charles River experiences
declining profits due to competitive pressures or a market
contraction. The ratings could be downgraded if adjusted debt to
EBITDA is sustained above 4.0x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Charles River Laboratories International, Inc., ("Charles River")
headquartered in Wilmington, MA, is an early stage contract
research organization ("CRO"). The company provides discovery and
safety assessment services used in early-stage drug development, as
well as research models (e.g. rodents) for use in scientific
research, and manufacturing support products and services. The
company reported revenues of approximately $1.9 billion for the
twelve months ended December 30, 2017.
CHARLES RIVER: S&P Rates New Senior Unsecured Notes Due 2026 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to Charles
River Laboratories International Inc.'s proposed senior unsecured
notes due 2026. The unsecured tranche is rated one notch below the
corporate credit rating and secured debt issue-level rating because
the secured tranche represents more than 50% of total debt,
creating meaningful subordination of the unsecured tranche.
Charles River intends to use the proceeds, together with senior
secured term loan borrowings, to finance the acquisition of MPI
Research Inc. for $800 million, to repay certain indebtedness, and
to pay related fees and expenses. The transaction is leverage
neutral relative to funding the acquisition solely with the
revolver and term loans as previously contemplated.
The 'BBB-' long-term corporate credit rating and 'BBB-' senior
secured issue-level credit rating are unchanged. The outlook is
stable.
S&P said, "Our ratings on Charles River reflect the company's
strong market share delivering non-clinical research and
development services critical to the pharmaceutical, biotechnology,
agriculture, and chemical industries, providing steady demand and
reliable revenue. The ratings also reflect Charles River's focus on
a very niche market with limited pricing power and limited revenue
visibility compared to clinical contract research organizations
(CROs). We expect long-term adjusted debt leverage in the 2x-3x
range, as we expect Charles River to prioritize debt repayment when
leverage spikes above 3x for periodic acquisitions."
RATINGS LIST
Charles River Laboratories International Inc.
Corporate Credit Rating BBB-/Stable/--
New Ratings
Charles River Laboratories International Inc.
Senior Unsecured Notes Due 2026 BB+
CK ASSISTED: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of CK Assisted Living of Arizona LLC as of
March 26, according to a court docket.
About CK Assisted Living of Arizona
CK Assisted Living of Arizona, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01882) on
Feb. 28, 2018. At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than
$500,000. Judge Daniel P. Collins presides over the case.
Carmichael & Powell, P.C. is the Debtor's bankruptcy counsel.
CLIMATE CONTROL: Appointment of Chapter 11 Trustee Not Warranted
----------------------------------------------------------------
In the bankruptcy case captioned IN RE: CLIMATE CONTROL MECHANICAL
SERVICES, INC., BASE 3, LLC, THE ALEXANDER GROUP, LLC FACILITY
PERFORMANCE, LLC, Chapter 11, Debtors, No. 3:15-bk-2248-JAF,
Jointly Administered with Nos. 3:15-bk-2249-JAF, 3:15-bk-2250-JAF,
3:15-bk-5021-JAF (Bankr. M.D. Fla.), Bankruptcy Judge Jerry A. Funk
concludes that "cause" for appointment of a trustee has not been
shown and that appointment is not warranted under the present
circumstances. The Court also concludes that conversion is likewise
unwarranted.
In May 2015, Climate Control Mechanical Services, Inc., Base 3 LLC,
and The Alexander Group, LLC each filed a petition for relief under
Chapter 11 of the Bankruptcy Code, and the three cases were
consolidated for procedural purposes. Facility Performance, LLC
filed a Chapter 11 petition in November 2015, and its case was
procedurally consolidated with the other three cases. The Court
authorized each Debtor to operate its respective business as a
debtor-in-possession. Each Debtor entity is wholly owned and
controlled by Louie Wise.
The motion to appoint a chapter 11 Trustee or, alternatively,
convert to chapter 7 was filed by the United States Trustee and the
emergency motion for appointment of a chapter 11 Trustee or,
alternatively, convert case to chapter 7 was filed by creditor
Ciraco Electric, Inc.
The crux of the U.S. Trustee's argument is that "[t]he current
management of the Debtors cannot be depended upon to carry out the
fiduciary responsibilities of a trustee." More specifically, the
U.S. Trustee contends that Wise and the current management have
"deliberately concealed estate monies in undisclosed bank accounts
at unauthorized depositories; disregard[ed] the Orders of this
Court and the duties of a debtor-in-possession; filed incomplete
and inaccurate [monthly operating reports] under penalty of
perjury; failed to account for estate monies; retained
professionals without seeking Court authorization; made payments to
professionals and insiders; transferred monies amongst the Debtors
and a related non-debtor entity without disclosure and without
Court authorization; and incurred significant post-petition
administrative claims owed to taxing authorities and accounts
payables." Ciraco asserts essentially the same arguments as the
U.S. Trustee.
The Debtors oppose the appointment of a trustee but support the
continued appointment of the Examiner. The Debtors contend there
has been "substantial change in management and an honest attempt to
remedy [the] misconduct." They contend "[a] new and more qualified
chief financial officer was hired; misplaced funds were returned;
and bookkeeping and record keeping have been implemented." The
Debtors detail the remedial steps taken by the new management as
support for their argument. Creditor Community Bank & Trust of
Florida supports the argument of the Debtors and opposes the
appointment of a Chapter 11 trustee. Community Bank specifically
contends that appointment of a Chapter 11 trustee is not in the
best interests of the creditors. Community Bank is the single
largest creditor in dollar-amount claimed and is a creditor of all
four Debtors.
Upon analysis, the Court is not convinced that cause exists for the
appointment of a trustee and concludes that movants have not
persuaded the Court that "cause" exists for the appointment of a
trustee (or conversion to Chapter 7). Movants have further failed
to persuade the Court that appointment of a trustee is in the
creditors' interests.
Section 1104(a) applies to misconduct of the "current management."
However, the unrefuted evidence places all fault for the accounting
deficiencies on chief financial officer Ralph Pressley, who is no
longer a part of the "current management." The new chief financial
officer has demonstrated a willingness and ability to work with the
Examiner to rectify the deficiencies. Moreover, the change in chief
financial officers was made seven to eight months before these
issues were first raised by Ciraco. Wise's incompetence in relying
on Pressley does not rise to the level of "fraud, dishonesty,
incompetence, or gross mismanagement" or other "similar cause"
contemplated by section 1104(a).
The Court is also persuaded by Community Bank's contention that the
appointment of a trustee is not in the creditors' interests.
Community Bank specifically contends its interests are better
protected without a Chapter 11 trustee and, given the circumstances
of this case, the Court must lend a measure of credence to this
contention. That being said, even if Community Bank desired the
appointment of a trustee, movants simply have not met their
burden.
The Court concludes the Examiner should remain until such time as
the Debtors' books are fully reconciled, and all corrected monthly
operating reports are filed. These corrected reports must include
an accurate schedule of receipts and disbursements, as well as a
summary of bank activity for each monthly bank statement. The
reports must also attach all bank statements and account
reconciliation statements, in addition to conforming to all other
pertinent requirements under Title 11. If Wise or his staff fail to
continue to work with the Examiner to rectify the past failures in
a timely and efficient manner, the Court may reconsider its
decision.
A full-text copy of Judge Funk's Findings of Fact and Conclusions
of Law dated March 6, 2018 is available at https://is.gd/PmghEW
from Leagle.com.
Climate Control Mechanical Services, Inc., BASE 3, LLC, The
Alexander Group, LLC & Facility Performance, LLC, Debtors,
represented by Richard A. Perry, Richard A. Perry, Attorney at
Law.
United States Trustee - JAX 11, U.S. Trustee, represented by Miriam
G. Suarez -- miriam.g.suarez@usdoj.gov -- Office of the United
States Trustee & Charles R. Sterbach --
Charles.r.sterbach@usdoj.gov -- Office of the United States
Trustee.
About Climate Control Mechanical
Climate Control Mechanical Services, Inc. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D.
Fla. Lead Case No. 15-02248) on May 18, 2015. Louie Wise III,
president, signed the petitions.
At the time of the filing, the Debtors estimated their assets and
liabilities at $1 million to $10 million.
Judge Jerry A. Funk presides over the case. Richard A. Perry,
Esq., is the Debtors' bankruptcy counsel. The Debtors hired
Widerman Malek, PL as their special counsel.
COLFAX CORP: S&P Affirms 'BB+' CCR on Improved Credit Measures
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Annapolis Junction, Md.-based gas and fluid handling and
fabrication technology products manufacturer Colfax Corp. The
outlook is stable.
S&P said, "At the same time, we affirmed our 'BB+' issue-level
rating on Colfax's senior unsecured secured bank facilities due in
2020 and EUR350 million senior unsecured notes due in 2025. The '3'
recovery rating on this debt is unchanged, indicating our
expectation for meaningful (50%-70%; rounded estimate: 50%) in the
event of a default.
"The rating affirmation reflects Colfax's improved credit measures,
which led us to reassess the company's financial risk and our view
that the company's financial policies as unlikely to support
sustaining these stronger credit measures. The affirmation also
reflects that the company's sale of its fluid handling group does
not affect our view of Colfax's business or competitive position.
"The stable outlook on Colfax reflects our expectation that
improving industry trends in the many of the company's end markets
and a leaner cost structure as a result of previously initiated
restructuring actions should support Colfax's operating results. We
expect this allows the company to maintain credit protection
metrics near current levels, including debt to EBITDA in the mid-2x
area. The outlook also assumes that the company's financial
policies will remain sufficiently conservative to maintain leverage
below 4x, even as it pursues acquisitions as part of its growth
initiatives. The company's current liquidity and prospects for cash
generation provide meaningfully capacity to meet spending on these
activities.
"We could lower our ratings on Colfax if the company pursues
acquisitions that meaningfully increase debt and impair credit
metrics, such that adjusted debt to EBITDA exceeds 4x and is
unlikely to improve over the next 12-18 months. We could also lower
our ratings if the company's market positions or profitability
materially deteriorate as a result of increased competitive
pressures, higher-than-expected input costs, or unexpected missteps
with the integration of acquisitions. If this were to occur, we
could reconsider our business risk assessment.
"We could raise our ratings on Colfax if the company demonstrates a
willingness and ability to sustain its S&P Global Ratings-adjusted
leverage below 3x, and we are convinced that management is
committed to financial policies that support an investment-grade
rating over a cycle. This would require the company to fund
acquisitions prudently to maintain a balance between leverage and
growth initiatives."
CRESTOR GLOBAL: DOJ Watchdog Directed to Appoint Chapter 11 Trustee
-------------------------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas directs the United States Trustee to
appoint a Chapter 11 Trustee to address, among other things,
concerns about the management of the Crestor Global Investments,
Funds II, LLC's property, including the fact that rents from the
Debtor's properties were being held out of trust in a segregated,
personal bank account of the Debtor's representative.
About Crestor Global Investments
Crestor Global Investments, Funds II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 17-34797) on Dec.
29, 2017, estimating under $1 million in total assets and
liabilities. The petition was signed by its authorized
representative, Athuman Omar. The Debtor is represented by Joyce W.
Lindauer Attorney, PLLC.
DELCATH SYSTEMS: Inks Severance Agreements with 3 Executives
------------------------------------------------------------
Delcath Systems, Inc. entered into an executive agreement with each
of Jennifer Simpson, Barbra Keck and John Purpura on March 20,
2018. The Executive Agreements provide for the payment of
severance to each of the Executives upon a qualifying termination
(a termination which is involuntary but not "for cause" or a
termination for "good reason" as defined in their employment
agreements with the Company) to be paid within 10 days of such
event as follows: (i) all base salary owed to the date of the
qualifying event, (ii) a one time lump sum fee equal to the
Executive's monthly base salary for a term of two years for
Jennifer Simpson and 18 months for Barbra Keck and John Purpura,
and (iii) COBRA payments should the Executive remain on the
Company's health benefit plans. The Executive would also be
entitled to any annual incentive payments due by March 15th of the
following year. The term of the Executive Agreements continues
until terminated by mutual agreement of each Executive and the
Company.
About Delcath Systems
Based in New York, New York, Delcath Systems, Inc. --
http://www.delcath.com/-- is an interventional oncology Company
focused on the treatment of primary and metastatic liver cancers.
The Company's investigational product -- Melphalan Hydrochloride
for Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects. In Europe, the Company's system is in commercial
development under the trade name Delcath Hepatic CHEMOSAT Delivery
System for Melphalan (CHEMOSAT), where it has been used at major
medical centers to treat a wide range of cancers of the liver.
Delcath Systems reported a net loss of $45.11 million on $2.71
million of revenue for the year ended Dec. 31, 2017, compared to a
net loss of $17.97 million on $1.99 million of revenue for the year
ended Dec. 31, 2016. As of Dec. 31, 2017, Delcath Systems had
$8.88 million in total assets, $8.20 million in total liabilities
and $678,000 in total stockholders' equity.
Grant Thornton LLP, in New York, New York, issued a "going concern"
opinion in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2017, stating that Delcath
Systems has incurred recurring losses from operations and as of
Dec. 31, 2017 has an accumulated deficit of $324.8 million. These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.
DEX MEDIA: Dispute with Yellow Pages Not Amenable to Mediation
--------------------------------------------------------------
Chief Magistrate Judge Mary Pat Thynge recommends that the case
captioned YELLOW PAGES PHOTOS INC., Appellant, v. DEX MEDIA, INC.,
Appellee, C. A. No. 18-197-GMS (D. Del.) be withdrawn from the
mandatory referral for mediation and proceed through the appellate
process of the Court.
A teleconference was held on March 5, 2018 for an initial review
and discussion with counsel to determine the appropriateness of
mediation in this matter.
As a result of the screening process, the issues involved in the
case are not amenable to mediation and mediation at this stage
would not be a productive exercise, a worthwhile use of judicial
resources nor warrant the expense of the process.
A full-text copy of Judge Thynge's Recommendation dated March 6,
2018 is available at https://is.gd/XATyEB from Leagle.com.
Yellow Pages Photos Inc., Appellant, represented by Kathleen M.
Miller -- kmiller@skjlaw.com -- Smith, Katzenstein, & Jenkins LLP.
Dex Media Inc., Appellee, represented by Patrick A. Jackson --
patrick.jackson@dbr.com -- Drinker Biddle & Reath LLP.
About Dex Media
DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex
One Corporation, R.H. Donnelley Corporation -- provides marketing
solutions to more than 400,000 business clients across the U.S.
Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 16-11200) on May 16, 2016.
Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201),
Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex
Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media
West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital,
Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc.
(Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc.
(Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation
(Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D.
Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No.
16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and
SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for
Chapter 11 bankruptcy protection on the same day.
The petitions were signed by Andrew Hede, chief restructuring
officer.
James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul,
Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serve as the Debtors'
general bankruptcy counsel.
Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel.
Moelis & Company LLC is the Debtors' investment banker. KPMG LLP
is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's
auditor. Epiq Bankruptcy Solutions is the Debtors' notice, claims
& administrative agent.
The Debtors listed $1.26 billion in total assets as of Dec. 31,
2015, and $2.65 billion in total debts as of Dec. 31, 2015.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Dex Media, Inc.
* * *
The Hon. Kevin Gross on July 15, 2016, entered an order approving
the Disclosure Statement for, and confirming, the Amended Joint
Prepackaged Chapter 11 Plan of Dex Media, Inc., and its
debtor-affiliates.
The Effective Date of the Plan occurred on July 29, 2016.
DIGIDEAL CORP: Court Confirms First Amended Chapter 11 Plan
-----------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington entered an order confirming Digideal
Corporation's first amended chapter 11 plan of reorganization filed
on Dec. 18, 2018 as supplemented.
The Court asserts that all payments made or promised by the Debtor
or by a person issuing securities or acquiring property under the
Plan or by any other person for services or for costs and expenses
in, or in connection with, the Plan and incident to the case, have
been fully disclosed to the Court and are reasonable and are hereby
approved, or, if to be fixed after confirmation of the Plan, will
be subject to approval of the Court.
Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization of
the Debtor, or (b) if the Plan is a plan of liquidation, the Plan
sets a time period in which liquidation will be accomplished, and
provides for the eventuality that the liquidation is not
accomplished in that time period.
In addition, creditors were given Notice of Confirmation and no
objections thereto were made, or if made, have been withdrawn,
resolved or overruled.
The bankruptcy case is in re: DIGIDEAL CORPORATION, Chapter 11,
Debtor, No. 17-00449-FPC11 (Bankr. E.D. Wash.).
A full-text copy of Judge Corbit's Order dated March 6, 2018 is
available at https://is.gd/V1lGCX from Leagle.com.
Digideal Corporation, Debtor, represented by Dan ORourke --
dorourke@southwellorourke.com -- Southwell & ORourke & Kevin
ORourke -- kevin@southwellorourke.com -- Southwell and O'Rourke.
US Trustee, U.S. Trustee, represented by Gary W. Dyer --
Gary.W.Dyer@usdoj.gov -- U S Trustee's Office.
About Digideal Corporation
Digideal Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-00449) on Feb. 22,
2017. The petition was signed by Michael J. Kuhn, president. The
case is assigned to Judge Frederick P. Corbit.
Kevin O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as the
Debtor's legal counsel.
At the time of the filing, the Debtor estimated its assets at $100
million to $500 million and liabilities at $1 million to $10
million.
DPW HOLDINGS: Super Crypto Secures Right to 25 MW of Power
----------------------------------------------------------
`1DPW Holdings, Inc.'s subsidiary, Super Crypto Mining, Inc., has
entered into an agreement with a U.S. based entity securing the
right to 25 megawatts of power in support of SCM's operations of
approximately 20,000 mining rigs at the location.
"We are excited about this new arrangement for many reasons. This
not only helps SCM reach our 2018 goals but also provides capacity
for future growth. We are proud to be working with a
well-respected data facility leveraging efficiencies that result in
a symbiotic cost-effective relationship. This is a unique
relationship whereby SCM has obtained access to electricity for the
miners at costs competitive with global locations, meaning that we
can maintain our operations within the US. We will have more to
share in the coming months specific to the operation as well as
"Green Energy" practices that we are employing at the location,"
commented Darren Magot, the CEO of SCM.
SCM will be placing at least 2,000 mining rigs at the new location
practically immediately. Some of these machines will be supporting
our Cloud Mining offering, which we expect will commence on May 1,
2018.
"This is just another example of how Super Crypto Mining is
executing on its plans and adding value to the parent company, DPW
Holdings," commented Milton "Todd" Ault III, the Company's CEO and
Chairman. "This new arrangement will allow SCM to build out as it
ramps up its operations, dependent on the timing of financing and
product availability."
About DPW Holdings
Headquartered in Fremont, California, DPW Holdings, Inc., formerly
known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a
diversified holding company that, through its wholly owned
subsidiary, Coolisys Technologies, Inc., is dedicated to providing
technology-based solutions where innovation is the main driver for
mission-critical applications and lifesaving services. Coolisys'
growth strategy targets core markets that are characterized by
"high barriers to entry" and include specialized products and
services not likely to be commoditized. Coolisys through its
portfolio companies develops and manufactures cutting-edge resonant
switching power topologies, specialized complex high-frequency
radio frequency (RF) and microwave detector-log video amplifiers,
very high-frequency filters and naval power conversion and
distribution equipment. Coolisys services the defense, aerospace,
medical and industrial sectors and manages four entities including
Digital Power Corporation, www.DigiPwr.com, a leading manufacturer
based in Northern California, 1-877-634-0982; Digital Power Limited
dba Gresham Power Ltd., www.GreshamPower.com, a manufacturer based
in Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with
its headquarters in Shelton, CT 1- 203-866-8000; and Power-Plus
Technical Distributors, www.Power-Plus.com, a wholesale distributor
based in Sonora, CA 1-800-963-0066. Coolisys operates the branded
division, Super Crypto Power, www.SuperCryptoPower.com.
Digital Power reported a net loss of $1.12 million for the year
ended Dec. 31, 2016, and a net loss of $1.09 million for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, Digital Power had
$18.26 million in total assets, $10.79 million in total liabilities
and $7.46 million in total equity.
"The Company expects to continue to incur losses for the
foreseeable future and needs to raise additional capital to
continue its business development initiatives and to support its
working capital requirements. In March 2017, the Company was
awarded a 3-year, $50 million purchase order by MTIX Ltd. ("MTIX")
to manufacture, install and service the Multiplex Laser Surface
Enhancement ("MLSE") plasma-laser system. Management believes that
the MLSE purchase order will be a source of revenue and generate
significant cash flows for the Company. Management believes that
the Company has access to capital resources through potential
public or private issuance of debt or equity securities. However,
if the Company is unable to raise additional capital, it may be
required to curtail operations and take additional measures to
reduce costs, including reducing its workforce, eliminating outside
consultants and reducing legal fees to conserve its cash in amounts
sufficient to sustain operations and meet its obligations. These
matters raise substantial doubt about the Company's ability to
continue as a going concern," said the Company in its quarterly
report for the period ended Sept. 30, 2017.
DULUTH TRAVEL: Seeks to Hire Gus Small, Anna Humnicky as Attorneys
------------------------------------------------------------------
Duluth Travel, Inc., seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire attorneys in
connection with its Chapter 11 case.
The Debtor proposes to employ Gus Small, Esq., and Anna Humnicky,
Esq., to give legal advice regarding its duties under the
Bankruptcy Code; provide assistance in connection with any proposed
bankruptcy plan; conduct examinations incidental to the
administration of its case; and provide other legal services.
Mr. Small will charge $500 per hour while Ms. Humnicky will charge
$350 per hour. The hourly fees charged by paralegals range from
$150 to $185.
Ms. Humnicky is currently a partner at Cohen Pollock Merlin Turner,
A Professional Corporation. She will leave the firm on March 31
and will join Gus H. Small, P.C. for a short time until she and Mr.
Small become partners at Small Herrin, LLP to be formed on April
16.
Cohen Pollock received a retainer in the sum of $2,778, which
included the filing fee. Meanwhile, GHS received a $20,000
retainer, which will be transferred to Small Herrin on April 16.
Both attorneys do not hold or represent any interests adverse to
the Debtor and its estate, Ms. Humnicky disclosed in court
filings.
Ms. Humnicky maintains an office at:
Anna Mari Humnicky, Esq.
Cohen Pollock Merlin Turner
A Professional Corporation
3350 Riverwood Parkway, Suite 1600
Atlanta, GA 30339
Tel: 770-858-1288
Fax: 770-858-1277
E-mail: ahumnicky@cpmas.com
About Duluth Travel
Duluth Travel, Inc. -- 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. It is
affiliated with Worldspan, SABRE, Deem Work Fource and Concur
Travel.
Duluth Travel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 18-54894) on March 22, 2018. In the
petition signed by CEO Arthur D. Salus, the Debtor estimated assets
of less than $1 million and liabilities of $1 million to $10
million. Judge James R. Sacca presides over the case.
DULUTH TRAVEL: Taps Salus Consulting as Accountant
--------------------------------------------------
Duluth Travel, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire Salus Consulting P.C.
as its accountant.
The services to be provided by the firm include management of
operations, audit of vendor payments, vendor and partner analysis,
401k administration, accounts receivable reconciliations, monthly
reconciliation of bank accounts, preparation of financial
statements, strategic planning, tax planning and preparation, and
legal support.
Salus Consulting will be paid on a flat fee basis, at the rate of
$6,000 every 2 weeks.
Alan Salus, a certified public accountant and shareholder at Salus,
disclosed in a court filing that his firm does not hold or
represent any interests adverse to the Debtor and its estate.
The firm can be reached through:
Alan Salus
Salus Consulting P.C.
1117 Perimeter Center West, Suite E-201
Atlanta, GA 30338
Phone: (678) 578-6140
Fax: (678) 623-8105
Email: info@saluscpa.com
About Duluth Travel Inc.
Duluth Travel, Inc. -- 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. It is
affiliated with Worldspan, SABRE, Deem Work Fource and Concur
Travel.
Duluth Travel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 18-54894) on March 22, 2018.
In the petition signed by Arthur D. Salus, chief executive officer,
the Debtor estimated assets of less than $1 million and liabilities
of $1 million to $10 million.
Judge James R. Sacca presides over the case.
FIRESTAR DIAMOND: Taps Marks Paneth as Financial Advisor
--------------------------------------------------------
Firestar Diamond, Inc., seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Marks Paneth
LLP as its financial advisor.
The firm will monitor the activities of the company and its
affiliates regarding cash expenditures and general business
operations; analyze transactions with vendors and insiders; assist
the Debtors in any litigation proceedings; reconstruct their books
and records, if necessary; assist in the sales or licensing
process; assist in the preparation of monthly operating statements
and tax returns; and provide other services related to the Debtors'
Chapter 11 cases.
The hourly rates for the firm's partners and principals range from
$500 to $600. Other professionals at the firm have standard hourly
rates between $150 and $500.
Marks Paneth received retainers for Firestar Diamond and A. Jaffe,
Inc. in the sum of $25,000 each. The remaining retainer, net of
work performed prior to the petition date, is $10,388.05 for
Firestar Diamond and $17,993.75 for AJI.
Howard Hoff, a partner at Marks Paneth, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Howard Hoff
Marks Paneth LLP
685 Third Avenue
New York, NY 10017
Phone: (212) 503-8840
Fax: (212) 503-8841
Email: hhoff@markspaneth.com
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures, and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018.
Firestar Diamond estimated assets and debt of $50 million to $100
million.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
FIRST RIVER: Taps Century 21 as Real Estate Broker
--------------------------------------------------
First River Energy, LLC received approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Century 21 Hallmark
as its real estate broker.
The firm will assist the Debtor in connection with the sale of its
real property located at 1000 Harrell Drive, Robstown, Nueces
County, Texas. The services will be provided by its real estate
agent Monique Latimer.
Century 21 will get a commission of 6% of the sale price at any
closing of the sale of the property.
Ms. Latimer disclosed in a court filing that she is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Century 21 can be reached through:
Monique Latimer
Century 21 Hallmark
6262 Weber Road, Suite 201
Corpus Christi, TX 78413
Phone: (361) 853-2121
Fax: (361) 853-9095
About First River Energy
Based in San Antonio, Texas, First River Energy, LLC --
http://www.firstriverenergy.com/-- is engaged in the oil and gas
extraction business.
First River Energy filed a Chapter 11 petition (Bankr. D. Del. Case
No. 18-10080) on January 12, 2018. In its petition signed by CEO
Deborah Kryak, the Debtor estimated total assets and debt between
$10 million and $50 million.
On January 17, 2018, the case was transferred to the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, and was assigned a new bankruptcy case number (Case No.
18-50085). Judge Craig A. Gargotta presides over the case.
The Debtor hired Akerman LLP as its legal counsel; Chipman Brown
Cicero & Cole, LLP as co-counsel; Armory Strategic Partners, LLC as
financial advisor; Scott Avila of Armory Strategic as chief
restructuring officer; and Donlin, Recano & Company, Inc., as
claims and noticing agent.
No official committee of unsecured creditors has been appointed in
the case.
FRAM GROUP: S&P Alters Outlook to Positive & Affirms 'B-' CCR
-------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Lake Forest,
Ill.-based FRAM Group Holdings Ltd. to positive from stable. S&P
affirmed its 'B-' credit rating on the company.
S&P said, "At the same time, we raised our issue-level rating on
the company's first-lien term loan to 'B' from 'B-' and revised the
recovery rating to '2' from '3'. The '2' recovery rating indicates
our expectation for substantial (70%-90%; rounded estimate: 75%)
recovery in the event of a payment default.
"The outlook revision reflects our view that FRAM's credit metrics
should continue to improve in 2018. The company increased EBITDA
margins and is generating sufficiently strong free cash flow so
that it can pay down debt. We remain concerned about FRAM's
revenues, which continue to decline in both its filter and spark
plug divisions. However, if sales stabilize, the company will
produce sufficient FOCF to maintain debt to EBITDA well below 5x.
The positive outlook on FRAM reflects our view that the company's
credit measures will continue to improve over the next year. We
expect debt to EBITDA will remain below 4x and FOCF to debt will
remain above 10%. While we believe sales and margins will decline
modestly in the next couple of years, the company produces
sufficient free cash flow that its leverage should still decline.
"We would revise the outlook back to stable in the next 12 months
if FOCF to debt approaches zero. This would make us more concerned
about the company's ability to sustain lower leverage. This could
result if FRAM pursues a more aggressive financial policy through
debt-financed acquisitions or if margins begin to significantly
deteriorate as a result of a more competitive pricing environment
for its products, for example.
"We could raise our rating on FRAM over the next 12 months if
revenues stabilize and FOCF to debt remains in the 5%-10% range. We
would also have to be confident that the company's financial
sponsor would allow it to maintain debt to EBITDA of less than 5x."
GCI LLC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------
On March 26, 2018, S&P Global Ratings assigned its 'B' corporate
credit rating to Anchorage, Alaska-based GCI LLC. The rating
outlook is stable.
S&P said, "At the same time, we lowered the corporate credit rating
on GCI Inc. to 'B' from 'BB-' and removed it from CreditWatch,
where we placed it with negative implications on April 4, 2017,
following the announcement that the company had entered into an
agreement to be acquired by Liberty Interactive in a transaction
valued at $2.7 billion. We subsequently withdrew our 'B' corporate
credit rating on GCI Inc.
"We also lowered the issue-level ratings on GCI's secured debt
facilities to 'BB-' from 'BB+' and removed the ratings from
CreditWatch. The recovery rating remains '1', which indicates our
expectation for very high recovery (90%-100%; rounded estimate:
95%) in the event of a payment default. In addition, we lowered the
issue-level rating on GCI's unsecured debt to 'B+' from 'BB-' and
removed the ratings from CreditWatch. We also revised the recovery
rating to '2' (capped) from '4'. The '2' recovery rating indicates
our expectation for substantial recovery (70%-90%; rounded
estimate: 85%) in the event of a payment default as a result of the
increase in asset coverage associated with the equity stakes in the
other entities being contributed to GCI, which improves recovery
prospects for unsecured creditors."
The rating on GCI reflects high leverage of about 6.6x following
the completion of the split-off from LIC after GCI was acquired and
certain assets and liabilities from Liberty Ventures Group
(Ventures) were contributed to GCI for controlling interest in the
company. The high leverage is in part due to LIC's full draw of a
$1 billion margin loan against its $3.8 billion of series C shares
of Liberty Broadband Corp. prior to the split-off. S&P said,
"Although we recognize that the margin loan is nonrecourse to GCI,
we treat the loan as debt and include it in our leverage
calculations. We expect that the loan will be serviced at Broadband
Holdco LLC, the only borrower. However, GCI Holdings LLC is the
only operating subsidiary within the GCI structure that generates
cash flow, so we believe that GCI Holdings would be required to
service that debt if Broadband cannot. In addition, we net GCI's
$466 million of balance sheet cash, which primarily came from
Ventures, in our adjusted debt numbers."
S&P said, "The stable outlook reflects our expectation that growth
in residential and business data services will more than offset
some residential video subscriber erosion and loss of residential
voice access lines to wireless substitution. We expect a relatively
stable EBITDA margin to result in adjusted debt to EBITDA in the
mid-6x area.
"We could lower the ratings if GCI experienced
greater-than-expected competition from AT&T in the wireless segment
or video customers decline more than anticipated due to competition
from satellite TV or over-the-top (OTT) video platforms, resulting
in lower EBITDA margins and leverage increasing above 7.5x.
"Although unlikely in the next 12 months, we would consider an
upgrade if GCI achieves material growth in wireless and data
services, enabling leverage to decline to below 5.5x on a sustained
basis."
GCP APPLIED TECHNOLOGIES: S&P Raises CCR to 'BB', Outlook Stable
----------------------------------------------------------------
GCP Applied Technologies Inc.'s credit measures improved after it
paid down debt with a portion of the proceeds from the divestiture
of its Darex Packaging Technologies segment.
S&P Global Ratings raised its corporate credit rating on GCP
Applied Technologies Inc. to 'BB' from 'BB-'. The outlook is
stable.
S&P said, "We also raised the issue-level rating on the company's
secured revolver to 'BBB-' from 'BB+.' The recovery rating remains
'1', indicating our expectation of very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.
"At the same time, we are assigning our 'BB' issue-level and '4'
recovery ratings to the company's proposed new unsecured notes,
indicating our expectation of average (30%-50%; rounded estimate:
40%) recovery in the event of a payment default. We expect to
withdraw the ratings on the company's existing senior unsecured
notes once the transaction closes and the debt has been repaid."
GCP Applied Technologies Inc.'s credit measures improved after it
paid down debt with a portion of the proceeds from the divestiture
of the Darex Packaging Technologies segment thereby improving
leverage. In the current refinancing transaction, the company is
redeeming its existing $525 million unsecured notes, partly with
cash and partly with new unsecured notes due in 2026. At the same
time, the company is refinancing its existing $250 million
revolving credit facility, upsizing the amount to $350, and
extending the maturity by two years to 2023. This transaction comes
after GCP already used proceeds of its July 2017 sale of its Darex
Packaging Technologies business to Henkel AG & Co. KgaA to fully
repay its term loan and bolster cash on its balance sheet in
September 2017. Post transaction, we expect that debt levels
represent roughly a 50% reduction in book debt compared with June
2017 levels. Additionally, the company has built up a brief track
record of successful operations as an independent company,
following the 2016 spinoff from WR Grace.
"The stable outlook reflects our expectation that GCP's credit
metrics will remain appropriate for the new, higher rating
following a significant reduction in debt using proceeds from the
sale of Darex in mid-2017 and the current transaction. More
specifically, we expect pro forma FFO to debt to be in 30% to 45%
range and that debt to EBITDA will remain below 3x over the next 12
months. We expect EBITDA margins in the low-to-mid-teens-percentage
area as a result of the company's ongoing transition to a more
focused construction products technologies company along with our
expectation for continued gradual improvement in the housing
markets. We expect management to maintain prudent financial
policies regarding acquisitions and shareholder rewards that
support the ratings.
S&P said, "We could lower the rating within the next 12 months if
the company is unable to offset the loss of the Darex business
through acquisitions that we believe will improve the company's
business risk profile. The Darex business was seen as providing a
measure of stability to the company's operating results, and thus
the company's EBITDA might be inherently more volatile and less
predictable. In our downside scenario, we could revise the outlook
if weaker operating conditions lead to margins contracting 300
basis points (bps) for a sustained period, driven by a downturn in
the cyclical building or construction markets. We could also revise
the rating in the event of a transformational acquisition that the
company finances with significant portions of debt. In this
scenario, credit metrics would deteriorate such that pro forma FFO
to debt would drop below 30%.
"We could upgrade GCP within the next 12 months if credit metrics
improve from forecasted expectations, such that FFO to debt exceeds
45% for a sustained period. We could also raise the rating if new
product initiatives such as the Verifi technology lead to EBITDA
margins expanding over 300 bps compared with our base case
scenario. We could also raise the ratings should the company's new
focus on repair-and-replace technology in addition to new
construction technology yield greater profitability than we
currently expect."
GI REVELATION: S&P Assigns 'B' CCR & Assigns Sr. Secured Debt 'B+'
------------------------------------------------------------------
GI Partners has entered into a definitive agreement to acquire
legal process outsourcing (LPO) service providers Consilio and
Advanced Discovery. The company will issue a new $415 million
first-lien term loan and a new $150 million second-lien term loan.
It will use the proceeds to fund the purchase of Consilio and
Advanced Discovery.
S&P Global Ratings assigned its 'B' corporate credit rating to GI
Revelation Acquisition LLC. The outlook is stable.
S&P said, "We also assigned our 'B+' issue-level and '2' recovery
ratings to the company's senior secured credit facilities, which
consist of a $50 million revolving credit facility expiring in 2023
and $415 million term loan B maturing in 2025. The '2' recovery
rating indicates our expectation for meaningful recovery of
principal (70%-90%; rounded estimate: 70%) in the event of
default.
"In addition, we assigned our 'CCC+' issue-level and '6' recovery
ratings to the company's $150 million second-lien term loan
expiring in 2026. The '6' recovery rating indicates our expectation
for negligible recovery of principal (0%-10%; rounded estimate: 0%)
in the event of default.
"Our 'B' rating on GI Revelation is based on the combined company's
pro forma leverage of roughly 7x and its positioning in the
relatively fragmented LPO market. The company's 87% reoccurring
revenue from repeat customers and increased scale from the
acquisition partly offset these risks.
"The stable outlook on GI Revelation reflects our expectation over
the next 12 months for low–single-digit percentage organic
revenue growth and margin expansion through cost synergies. We
anticipate leverage around 7x at transaction close, with
deleveraging through EBITDA growth to bring leverage below 6x by
year-end 2019. We assume a successful integration with minimal
customer attrition.
"We could consider a downgrade over the next 12 months if
unanticipated restructuring and synergy realization costs
deteriorate EBITDA margins, or further debt-financed acquisitions
cause debt to EBITDA to be sustained at or above 7.5x. A downgrade
could also result from integration risks and greater than expected
customer losses.
"Although unlikely given the company's scale and magnitude of debt,
we could consider an upgrade if GI Revelation executes organic
revenue growth and deleveraging. This would occur as a result of
the realization of synergies and paydown of debt through required
amortization payments and from cash flow, such that debt to EBITDA
is sustained below 5x. In conjunction with this reduction in
leverage, any upgrade would be contingent on the company committing
to maintaining leverage at this lower level."
GRAPHIC PACKAGING: S&P Affirms 'BB+' CCR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Graphic Packaging International. The outlook is stable.
S&P said, "At the same time, we affirmed our 'BBB-' issue-level
rating on the company's revolving credit facilities and term loan.
The '1' recovery rating is unchanged, indicating our expectation
for very high (90%-100%; rounded estimate: 95%) recovery in a
payment default scenario.
"Additionally, we affirmed our 'BB+' issue-level rating on
Graphic's unsecured notes. The '3' recovery rating is unchanged,
indicating our expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery in a payment default scenario.
"Our affirmation reflects Graphic's improved overall scale and
product breadth as a result of its combination with International
Paper's (IP) Consumer Packaging (CP) business and our expectations
that the company will aggressively pursue acquisition
opportunities, particularly for SBS converters, over the next
several years.
"Our stable outlook reflects our expectations that steady organic
volume growth and stabilizing operating margins will support an
adjusted debt-to-EBITDA of between 3x and 4x. We expect the company
to continue aggressively pursuing bolt-on acquisition
opportunities, in particular SBS converters, though nothing that
would materially impact credit metrics on a sustained basis.
"We could lower our ratings on Graphic if a severe economic
downturn led to sustained weakness in the company's sales volumes
and compressed its profit margins, causing its adjusted
debt-to-EBITDA to increase above 4x for a sustained period with no
foreseeable improvement. We estimate this could occur if Graphic's
sales volume declines by 200 basis points (bps) and its operating
margins contract by 350 bps from our base-case scenario.
"We could raise our ratings on Graphic if better-than-expected
sales volume growth and margin expansion cause its adjusted
debt-to-EBITDA to improve to below 3x. We estimate this could occur
if Graphic's sales volumes increase by 200 bps while its operating
margins rise by 175 bps from our base-case scenario. In addition to
improved and sustained credit metrics, we would require management
to commit to financial policies that support an investment grade
rating."
GROVE AVE: Seeks to Hire Lewis Phon as New Legal Counsel
--------------------------------------------------------
Grove Ave Apartments, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to hire the Law
Offices of Lewis Phon as its new legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services related to its Chapter 11 case.
Phon will replace the Law Offices of Mark W. Lapham, the firm
initially tapped by the Debtor to be its bankruptcy counsel.
The firm will charge an hourly fee of $375 and has requested a
retainer in the sum of $5,000.
Lewis Phon, Esq., disclosed in a court filing that he and other
members of his firm do not hold or represent any interests adverse
to the Debtor and its estate.
The firm can be reached through:
Lewis Phon, Esq.
Law Offices of Lewis Phon
4040 Heaton Court
Antioch, CA 94509
Tel: (415) 574-5029
Fax: (925) 706-7600
About Grove Ave Apartments
Grove Ave Apartments, LLC, is a privately-owned company engaged in
the apartment business. It is the fee simple owner of multiple
residential apartment units in Stockton, West Sacramento, and
Richmond California, valued by the company at $3 million.
Grove Ave Apartments sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-40241) on Jan. 30,
2018. In the petition signed by Waqar Khan, manager, the Debtor
disclosed $3 million in assets and $2.20 million in liabilities.
Judge Roger L. Efremsky presides over the case.
GULFMARK OFFSHORE: Hikes Samuel Rubio's Annual Salary to $275,000
-----------------------------------------------------------------
As previously announced, Samuel R. Rubio, GulfMark Offshore, Inc.'s
senior vice president - controller and chief accounting officer,
will be promoted to the position of chief financial officer upon
completion of the filing of the Company's Annual Report on Form
10-K. Effective March 20, 2018, Mr. Rubio's salary has been
increased to $275,000 per annum, according to a Form 8-K filed with
the Securities and Exchange Commission.
About Gulfmark Offshore
Based in Houston, Texas, GulfMark Offshore, Inc., is a global
provider of marine transportation services through a fleet of
offshore support vessels for the offshore energy industry. The
Company was incorporated in 1996. The Company's business has been
impacted by the level of activity in worldwide offshore oil and
natural gas exploration, development and production, which in turn
is influenced by trends in oil and natural gas prices.
GulfMark sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 17-11125) on May 17, 2017. In the
petition signed by Quintin V. Kneen, president and CEO, the Debtor
disclosed $1.07 billion in assets and $737.1 million in liabilities
as of March 31, 2017.
GulfMark hired Richards, Layton & Finger, P.A. and Weil, Gotshal &
Manges LLP as legal counsel; Blank Rome LLP as corporate counsel;
Alvarez & Marsal North America LLC as financial advisor; Evercore
Group LLC as investment banker; Ernst & Young LLP as restructuring
consultant; KPMG US LLP as auditor and tax consultant; and Prime
Clerk LLC as claims, noticing & solicitation agent.
HAGGEN HOLDINGS: Committee, Reddy Sign Deal to Appoint Mediator
---------------------------------------------------------------
Haggen Holdings LLC's official committee of unsecured creditors and
Reddy Ice Corporation signed a stipulation, which provides for the
appointment of David Carickhoff, Jr., Esq., at Archer &Greiner,
P.C. as mediator in a case (Adv. Proc. No. 17-51128) filed by the
committee against the company.
A copy of the stipulation is available for free at
http://bankrupt.com/misc/deb17-51128-17.pdf
Reddy is represented by:
Jeffrey C. Wisler, Esq.
Kelly M. Conlan, Esq.
The Brandywine Building
1000 N. West Street, Suite 1400
Wilmington, DE 19801
Tel: (302) 757-7300
Fax: (302) 658-0380
Email: jwisler@connollygallagher.com
Email: kconlan@connollygallagher.com
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
an official committee of unsecured creditors. Pachulski Stang
Ziehl & Jones LLP serves as counsel to the Committee. Giuliano,
Miller & Company, LLC, serves as tax advisors to the Committee.
* * *
Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.
HCR MANORCARE: Seeks to Hire AP Services, Appoint CRO
-----------------------------------------------------
HCR ManorCare, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire AP Services, LLC, and appoint
John Castellano as its chief restructuring officer.
The services to be provided by AP and Mr. Castellano, managing
director of the firm's affiliate AlixPartners LLP, include advising
the Debtor regarding its restructuring process; assisting the
Debtor in its cash management effort to comply with the
requirements of lenders; managing the transition process including
any ancillary effort necessary to effectuate the restructuring; and
assisting the Debtor in developing a retention plan for key
employees or any revised business plan.
The firm's hourly rates are:
Managing Director $980 – $1,155
Director $760 - $925
Senior Vice-President $580 - $695
Vice-President $415 - $565
Consultant $145 - $400
Paraprofessional $275 - $295
Developer $205 - $520
AP and its affiliates received advance payments from the Debtor in
the sum of $500,000. During the 90-day period prior to the
petition date, the Debtor paid them $3,578,220.04 for services
provided and expenses incurred.
Mr. Castellano disclosed in a court filing that he and the firms do
not hold or represent any interests adverse to the Debtor or its
estate.
AP can be reached through:
John R. Castellano
AP Services, LLC
909 Third Avenue
New York, NY 10022
Tel: +1 212-490-2500
Fax: +1 212-490-1344
E-mail: jcastellano@alixpartners.com
About HCR ManorCare
Headquartered in Toledo, Ohio, HCR ManorCare, Inc. --
https://www.hcr-manorcare.com/ -- is a national healthcare provider
that, through certain non-debtor providers, operates a network of
more than 450 locations nationwide across these business segments:
(a) skilled nursing and inpatient rehabilitation facilities (SNFs),
memory care facilities, and assisted living facilities; (b) hospice
and home health care agencies; and (c) outpatient rehabilitation
clinics and other ancillary healthcare and related businesses. The
company has approximately 50,000 employees in full- and part-time
positions.
HCR ManorCare sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a
deal in which its landlord, Quality Care Properties Inc., will take
control of the company.
In the petition signed by CRO John R. Castellano, the Debtor
disclosed $4.264 billion in assets and $7.118 billion in
liabilities as of Dec. 31, 2017.
Judge Kevin Gross presides over the case.
The Debtor tapped Sidley Austin LLP as bankruptcy counsel; Young,
Conaway, Stargatt & Taylor LLP as co-counsel; Moelis & Company LLC
as investment banker; AP Services LLC as financial advisor; and
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent and
administrative advisor.
HCR MANORCARE: Taps Epiq as Administrative Advisor
--------------------------------------------------
HCR ManorCare, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Epiq Bankruptcy Solutions,
LLC, as its administrative advisor.
The firm will provide bankruptcy administrative services, which
include the solicitation, balloting and tabulation of votes; the
preparation of reports in support of a Chapter 11 plan; and
managing any distributions pursuant to the plan.
The firm's hourly rates are:
Clerical/Administrative Support $25 - $45
IT/Programming $65 - $85
Case Managers $70 - $165
Consultants/Directors/VPs $160 - $190
Solicitation Consultant $190
Executive VP, Solicitation $215
Executive No Charge
The Debtors provided the firm a retainer in the sum of $25,000.
Kathryn Tran, director of Epiq, disclosed in a court filing that
her firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
Epiq can be reached through:
Kathryn Tran
Epiq Bankruptcy Solutions, LLC
777 Third Avenue, Twelfth Floor,
New York, NY 10017
Phone: (646) 282-2523
Email: ktran@epiqglobal.com
About HCR ManorCare
Headquartered in Toledo, Ohio, HCR ManorCare, Inc. --
https://www.hcr-manorcare.com/ -- is a national healthcare provider
that, through certain non-debtor providers, operates a network of
more than 450 locations nationwide across these business segments:
(a) skilled nursing and inpatient rehabilitation facilities (SNFs),
memory care facilities, and assisted living facilities; (b) hospice
and home health care agencies; and (c) outpatient rehabilitation
clinics and other ancillary healthcare and related businesses. The
company has approximately 50,000 employees in full- and part-time
positions.
HCR ManorCare sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a
deal in which its landlord, Quality Care Properties Inc., will take
control of the company.
In the petition signed by CRO John R. Castellano, the Debtor
disclosed $4.264 billion in assets and $7.118 billion in
liabilities as of Dec. 31, 2017.
Judge Kevin Gross presides over the case.
The Debtor tapped Sidley Austin LLP as bankruptcy counsel; Young,
Conaway, Stargatt & Taylor LLP as co-counsel; Moelis & Company LLC
as investment banker; AP Services LLC as financial advisor; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent and
administrative advisor.
HCR MANORCARE: Taps Moelis & Company as Investment Banker
---------------------------------------------------------
HCR ManorCare, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Moelis & Company LLC as its
investment banker.
The firm will assist the Debtor in reviewing and in negotiating any
potential transaction; advise the Debtor on the terms of securities
it offers in any potential capital transaction; assist in the
preparation of an information memo for a potential sale or capital
transaction; assist in contacting potential acquirers or
purchasers; and provide other financial advisory and investment
banking services.
The Debtor will pay Moelis a restructuring fee of $10 million.
The firm will also receive a monthly fee of $200,000, payable in
advance of each month. The Debtor will pay the first monthly fee
immediately upon execution of their employment agreement, and all
subsequent monthly fees before the second day of each month.
However, 50% of the monthly fees earned and paid starting after the
petition date will be credited against the restructuring fee in an
in court-restructuring.
Adam Keil, managing director of Moelis, 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:
Adam B. Keil
Moelis & Company LLC
399 Park Avenue
New York, NY 10022
Tel: +1 212-883-3829
E-mail: adam.keil@moelis.com
About HCR ManorCare
Headquartered in Toledo, Ohio, HCR ManorCare, Inc. --
https://www.hcr-manorcare.com/ -- is a national healthcare provider
that, through certain non-debtor providers, operates a network of
more than 450 locations nationwide across these business segments:
(a) skilled nursing and inpatient rehabilitation facilities (SNFs),
memory care facilities, and assisted living facilities; (b) hospice
and home health care agencies; and (c) outpatient rehabilitation
clinics and other ancillary healthcare and related businesses. The
company has approximately 50,000 employees in full- and part-time
positions.
HCR ManorCare sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a
deal in which its landlord, Quality Care Properties Inc., will take
control of the company.
In the petition signed by CRO John R. Castellano, the Debtor
disclosed $4.264 billion in assets and $7.118 billion in
liabilities as of Dec. 31, 2017.
Judge Kevin Gross presides over the case.
The Debtor tapped Sidley Austin LLP as bankruptcy counsel; Young,
Conaway, Stargatt & Taylor LLP as co-counsel; Moelis & Company LLC
as investment banker; AP Services LLC as financial advisor; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent and
administrative advisor.
HCR MANORCARE: Taps Sidley Austin as Legal Counsel
--------------------------------------------------
HCR ManorCare, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Sidley Austin LLP as its legal
counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; take all necessary actions in connection with its
prepackaged Chapter 11 plan of reorganization; give advice on
matters related to corporate governance; and provide other legal
services related to its Chapter 11 case.
The firm's hourly rates range from $495 to $1,600 for attorneys and
from $245 to $420 for paraprofessionals. These attorneys are
expected to handle the Debtor's case:
Larry Nyhan $1,500
Dennis Twomey $1,025
William Evanoff $875
Allison Ross Stromberg $860
Matthew Linder $835
Prior to the Petition Date, Sidley received an advance payment
retainer of $100,000 from the Debtor.
Dennis Twomey, Esq., a partner at Sidley, disclosed in a court
filing that his firm does not hold or represent any interests
adverse to the Debtor's estate.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Twomey disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.
Mr. Twomey also disclosed that the hourly rates of the Sidley
professionals representing the Debtor are consistent with the rates
that the firm charges other Chapter 11 clients regardless of the
geographic location of the case.
Sidley, in conjunction with the Debtor, is developing a prospective
budget and staffing plan for the period March 4 to July 31, 2018,
according to Mr. Twomey.
The firm can be reached through:
Larry J. Nyhan, Esq.
Dennis M. Twomey, Esq.
William A. Evanoff, Esq.
Allison Ross Stromberg, Esq.
Matthew E. Linder, Esq.
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Tel: (312) 853-7000
Fax: (312) 853-7036
E-mail: lnyhan@sidley.com
E-mail: dtwomey@sidley.com
E-mail: wevanoff@sidley.com
E-mail: astromberg@sidley.com
E-mail: mlinder@sidley.com
About HCR ManorCare
Headquartered in Toledo, Ohio, HCR ManorCare, Inc. --
https://www.hcr-manorcare.com/ -- is a national healthcare provider
that, through certain non-debtor providers, operates a network of
more than 450 locations nationwide across these business segments:
(a) skilled nursing and inpatient rehabilitation facilities (SNFs),
memory care facilities, and assisted living facilities; (b) hospice
and home health care agencies; and (c) outpatient rehabilitation
clinics and other ancillary healthcare and related businesses. The
company has approximately 50,000 employees in full- and part-time
positions.
HCR ManorCare sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a
deal in which its landlord, Quality Care Properties Inc., will take
control of the company.
In the petition signed by CRO John R. Castellano, the Debtor
disclosed $4.264 billion in assets and $7.118 billion in
liabilities as of Dec. 31, 2017.
Judge Kevin Gross presides over the case.
The Debtor tapped Sidley Austin LLP as bankruptcy counsel; Young,
Conaway, Stargatt & Taylor LLP as co-counsel; Moelis & Company LLC
as investment banker; and AP Services LLC as financial advisor; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent and
administrative advisor.
HCR MANORCARE: Taps Young Conaway as Co-Counsel
-----------------------------------------------
HCR ManorCare, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Young Conaway Stargatt &
Taylor, LLP.
The firm will serve as co-counsel with Sidley Austin LLP, the firm
tapped by the Debtor to be its bankruptcy counsel in connection
with its Chapter 11 case.
The services to be provided by Young Conaway include advising the
Debtor regarding local rules, practices and procedures, and
providing strategic advice on how to accomplish its goals in
connection with the prosecution of its case.
The principal attorneys and paralegal designated to represent the
Debtor and their standard hourly rates are:
Robert Brady $920
Edmon Morton $750
Justin Rucki $530
Tara Pakrouh $360
Troy Bollman $255
Young Conaway received retainer fees totaling $100,000, plus the
filing fee of $1,717.
Edmon Morton, Esq., a partner at Young Conaway, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Morton disclosed that his firm has not agreed to any variations
from its standard or customary billing arrangements for its
employment with the Debtor; and that no Young Conaway professional
has varied his rate based on the geographic location of the
Debtor's case.
The Debtor will be approving a prospective budget and staffing plan
for Young Conaway's engagement for the post-petition period as
appropriate, Mr. Morton further disclosed.
Young Conaway can be reached through:
Robert S. Brady, Esq.
Edmon L. Morton, Esq.
Justin H. Rucki, Esq.
Tara C. Pakrouh, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: rbrady@ycst.com
E-mail: emorton@ycst.com
E-mail: jrucki@ycst.com
E-mail: tpakrouh@ycst.com
About HCR ManorCare
Headquartered in Toledo, Ohio, HCR ManorCare, Inc. --
https://www.hcr-manorcare.com/ -- is a national healthcare provider
that, through certain non-debtor providers, operates a network of
more than 450 locations nationwide across these business segments:
(a) skilled nursing and inpatient rehabilitation facilities (SNFs),
memory care facilities, and assisted living facilities; (b) hospice
and home health care agencies; and (c) outpatient rehabilitation
clinics and other ancillary healthcare and related businesses. The
company has approximately 50,000 employees in full- and part-time
positions.
HCR ManorCare sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a
deal in which its landlord, Quality Care Properties Inc., will take
control of the company.
In the petition signed by CRO John R. Castellano, the Debtor
disclosed $4.264 billion in assets and $7.118 billion in
liabilities as of Dec. 31, 2017.
Judge Kevin Gross presides over the case.
The Debtor tapped Sidley Austin LLP as bankruptcy counsel; Young,
Conaway, Stargatt & Taylor LLP as co-counsel; Moelis & Company LLC
as investment banker; and AP Services LLC as financial advisor; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent and
administrative advisor.
INTERPACE DIAGNOSTICS: Incurs $12.2 Million Net Loss in 2017
------------------------------------------------------------
Interpace Diagnostics Group, Inc., filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $12.21 million on $15.89 million of net revenue for the
year ended Dec. 31, 2017, compared to a net loss of $8.33 million
on $13.08 million of net revenue for the year ended Dec. 31, 2016.
As of Dec. 31, 2017, Interpace Diagnostics had $53.59 million in
total assets, $13.72 million in total liabilities and $39.86
million in total stockholders' equity.
For the fiscal year ended Dec. 31, 2017, the Company had an
operating loss of $6.3 million. As of Dec. 31, 2017, the Company
had cash and cash equivalents of $15.2 million and current
liabilities of $8.1 million.
"It is anticipated that we may require additional capital to fund
our operations in the future. There is no guarantee that
additional capital can be raised to fund our future operations. We
intend to meet our capital needs by driving revenue growth,
containing costs as well as exploring other options and management
believes that the Company has sufficient cash on hand to sustain
operations through at least March 31, 2019," the Company stated in
the Annual Report.
During the year ended Dec. 31, 2017, net cash used in operating
activities was $15.3 million, of which $13.0 million was used in
continuing operations and $2.3 million was used in discontinued
operations. The main component of cash used in operating
activities during the year ended Dec. 31, 2016 was the Company's
loss from continuing operations of $12.7 million. During the year
ended Dec. 31, 2016, net cash used in operating activities was $7.6
million, of which $5.6 million was used in continuing operations
and $2.0 million was used in discontinued operations. The main
component of cash used in operating activities during the year
ended Dec. 31, 2016 was its loss from continuing operations of $8.4
million.
For the year ended Dec. 31, 2017, there was cash used in investing
activities of $29,000. For the year ended Dec. 31, 2016, there was
no cash from investing activities.
For the year ended Dec. 31, 2017, there was net cash provided from
financing activities of $29.9 million, which resulted from the
issuance of common stock in its various offerings completed in 2017
as well as the subsequent exercise of warrants related to those
offerings. For the year ended Dec. 31, 2016, there was net cash
used in financing activities of $0.1 million, which consisted of
$1.7 million resulting from the issuance of common stock in its
first registered direct offering completed on Dec. 22, 2016, offset
by the $0.5 million in payments of contingent consideration in the
form of milestone payments and a $1.3 million debt payment.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/hvql7s
About Interpace Diagnostics
Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc. -- http://www.interpacediagnostics.com/-- is a fully
integrated commercial company that provides clinically useful
molecular diagnostic tests and pathology services for evaluating
risk of cancer by leveraging the latest technology in personalized
medicine for better patient diagnosis and management. The Company
currently have four commercialized molecular diagnostic assays in
the marketplace for which it is reimbursed by Medicare and multiple
private payers: PancraGEN, which is a pancreatic cyst and
pancreaticobiliary solid lesion molecular test that helps
physicians better assess risk of pancreaticobiliary cancers using
our proprietary PathFinderTG platform; ThyGenX, which is a
oncogenic mutation panel that helps identify malignant thyroid
nodules; and ThyraMIR, which is a proprietary microRNA gene
expression assay that helps to classify risk of cancer in thyroid
nodules. The Company also launched in September 2017 RespriDX,
which is a molecular test that helps physicians differentiate
metastatic or recurrent lung cancer from the presence of a newly
formed primary lung cancer.
JERUSALEM RESTAURANT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Jerusalem Restaurant, Inc. as of March 26,
according to a court docket.
Jerusalem Restaurant is represented by:
Brian M. Mark, Esq.
The Mark Law Firm, PA
5728 Major Blvd., Suite 502
Orlando, FL 32819
Phone: 407-932-3933
Email: bmark@marklawfirm.com
About Jerusalem Restaurant Inc.
Jerusalem Restaurant, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01065) on
February 27, 2018. In the petition signed by Izzeddin Hamdeh,
vice-president, the Debtor disclosed that it had estimated assets
and liabilities of less than $50,000.
Judge Cynthia C. Jackson presides over the case. The Mark Law
Firm, PA is the Debtor's bankruptcy counsel.
JUPITER RESOURCES: FSIC Values $6.4 Million Loan at 62% of Face
---------------------------------------------------------------
FS Investment Corporation has marked its $6,425,000 in loans
extended to privately held Jupiter Resources Inc. to market at
$3,967,000 or 62% of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.
FSIC issued Subordinated Debt to Jupiter that is scheduled to
mature October 1, 2022. The loan charges interest at 8.50%.
Jupiter Resources -- https://jupiterresources.com/ -- operates as
an oil and gas exploration and production company. The company is
based in Calgary, Canada.
L & P STAIR: Taps Richard S. Feinsilver as Legal Counsel
--------------------------------------------------------
L & P Stair, Inc., seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire the firm of Richard S.
Feinsilver as its legal counsel.
The firm will assist the Debtor in the preparation of a bankruptcy
plan; participate in negotiations with creditors; and provide other
legal services related to its Chapter 11 case.
The firm will charge an hourly fee of $350 for the services of its
attorney Richard Feinsilver, Esq., and $60 for the services of
legal assistants. It received a retainer in the sum of $6,000,
plus the filing fee of $1,717.
Mr. Feinsilver disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Richard S. Feinsilver, Esq.
Richard S. Feinsilver, Esq.
One Old Country Road, Suite 125
Carle Place, NY 11514
Phone: 800.479.6330
Fax: 516.873.6330
E-mail: feinlawny@yahoo.com
About L & P Stair Inc.
L & P Stair, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-70821) on Feb. 7,
2018. In the petition signed by James J. Teixeira, president, the
Debtor estimated assets of less than $100,000 and liabilities of
less than $1 million. Judge Robert E. Grossman presides over the
case.
LAYNE CHRISTENSEN: Gets $71M Financing Commitment from Corre
------------------------------------------------------------
Layne Christensen Company entered into a note purchase agreement
with two funds advised by Corre Partners Management, LLC on March
19, 2018. Under the Note Purchase Agreement, the purchasers have
committed to purchase $71.0 million of the Company's 11% Senior
Unsecured Notes due Oct. 16, 2019 at a purchase price equal to 100%
of the principal amount of the Notes. The closing of the purchase
and sale of the Notes will be the earlier to occur of (i) Oct. 1,
2018 and (ii) the fifth business day after delivery of a funding
notice by the Company to the purchasers. The use of proceeds from
the issuance of the Notes is limited to repaying the unpaid
principal amount of the Company's 8.00% convertible notes or 4.25%
convertible notes, in each case together with accrued and unpaid
interest thereon, on their respective maturity date or Effectively
Discharging (as defined in the indenture for the 8.00% convertible
notes) the 4.25% convertible notes. The commitment of the
purchasers to purchase the Notes terminates upon the earliest to
occur of: (i) a change of control of the Company (including the
previously announced pending merger with Granite Construction
Incorporated) and (ii) delivery to the purchasers of a notice of
termination by the Company.
The Company at its option may prepay the Notes in whole or in part
at any time. The Notes are subject to a mandatory prepayment upon
the closing of a change of control. The Notes are subject to an
Early Payment Event Fee if the Notes are repaid less than 90 days
after the Notes are issued. The amount of the Early Payment Event
Fee will be equal to the excess, if any, of (x) 90 days of accrued
interest on the principal amount repaid, over (y) the amount of
interest accrued and paid or payable with respect to the principal
amount repaid from the date of issuance to and including the date
of the repayment.
There are no covenants applicable to the Company under the Note
Purchase Agreement so long as: (i) the Notes have not been issued,
(ii) any of the 8.00% convertible notes are outstanding and (iii)
none of the provisions of the indenture governing the 8.00%
convertible notes have been amended or waived. After the Notes
have been issued, the Company will be subject to certain covenants,
including, delivery of financial statements and other reports,
compliance with material contracts and applicable laws, and
maintenance of corporate existence, insurance and properties. In
addition, after the earliest date that (i) none of the 8.00%
convertible notes are outstanding or (ii) all or any of the
provisions of the indenture governing the 8.00% convertible notes
are no longer in effect or have been amended or waived, the Company
will be subject to negative covenants related to indebtedness,
liens, sale and leaseback transactions, asset sales, dividends and
restricted payments, transactions with affiliates, and maximum
ratio of funded indebtedness to EBITDA.
Based on information provided by Corre Partners Management to the
Company, as of March 19, 2018, Corre Partners Management and its
affiliated funds and persons (including the purchasers of the
Notes) own approximately $16 million of the 4.25% convertible notes
and $1.9 million of the 8.00% convertible notes.
About Layne
Layne Christensen Company -- http://www.layne.com/-- is a global
water management, infrastructure services and drilling company.
The Company primarily operates in North America and South America.
Its customers include government agencies, investor-owned
utilities, industrial companies, global mining companies,
consulting engineering firms, heavy civil construction contractors,
oil and gas companies, power companies and agribusinesses. Layne
maintains executive offices at 1800 Hughes Landing Boulevard, Suite
800, The Woodlands, Texas 77380.
Layne Christensen incurred a net loss of $52.23 million for the
year ended Jan 31, 2017, following a net loss of $44.80 million for
the year ended Jan. 31, 2016. As of Oct. 31, 2017, Layne
Christensen had $389.47 million in total assets, $335.43 million in
total liabilities and $54.03 million in total equity.
"With respect to our 4.25% Convertible Notes, we have retained
advisors to assist us in evaluating alternatives and raising
capital to refinance or extend our debt to a date beyond October
15, 2019, and eliminate the accelerating maturity provisions of the
8.0% Convertible Notes. We believe the refinance or extension of
our debt is likely based on current on-going discussions with
existing and new potential lenders, our improving financial
performance and credit quality, and the fact that our stock price
is above the $11.70 conversion price for the 8% Convertible Notes.
Although we believe these refinancing options are viable and
likely, because our plans to refinance or restructure our debt have
not been finalized, and therefore are not in our control (in part,
due to the fact that neither of our Convertible Notes can be
prepaid or have redemption provisions prior to February 2018),
these plans are not considered probable under the new standard.
Consequently, per the standard, these conditions, in the aggregate,
raise substantial doubt about our ability to continue as a going
concern within one year after the date these financial statements
are filed," the Company stated in its quarterly report for the
period ended Oct. 31, 2017.
LEADVILLE CORP Appointment of M.S. Peters as Trustee Okayed
-----------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado, at the behest of the United States Trustee,
has approved the appointment of M. Stephen Peters as Chapter 11
Trustee in the bankruptcy case of Leadville Corporation.
About Leadville Corporation
Headquartered in Aurora, Colorado, Leadville Corporation was
organized in 1945 to acquire, explore and develop mining
properties, primarily in Lake and Park Counties, Colorado.
The petitioning creditors, La Plata Mountain Resources, Inc., Salem
Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary
petition against Leadville Corporation (Bankr. D. Colo. Case No.
17-21646) on Dec. 27, 2017. The case is assigned to Judge Michael
E. Romero.
Leadville Corporation is indebted to the Petitioning Creditors as
follows: (a) $7,501,738 to La Plata Mountain Resources, Inc., based
upon judgments it holds against the Debtor; (b) $14,766 to Black
Horse Capital, Inc. based upon tax liens it holds against the
Debtor; and (c) $17,311 to Salem Minerals, Inc., based upon tax
liens it holds against the Debtor.
The Petitioning Creditors are represented by Kenneth J. Buechler,
Esq. at Buechler & Garber, LLC.
LONG BLOCKCHAIN: Acquires Minority Stake in Singapore's TSLC
------------------------------------------------------------
Long Blockchain Corp. announced that it has closed on a strategic
investment in TSLC Pte Ltd. TSLC is the parent company of CASHe, a
leading provider of digital money and short-term financial products
to young millennials across India. TSLC also owns all of the
intellectual property developed by CASHe and has the worldwide
rights outside of India to the application of its intellectual
property for its lending and money transfer platform. Pursuant to
the transaction, the Company will acquire 7.0% of TSLC in exchange
for 17.0% of the Company's currently outstanding shares of common
stock. In conjunction with the closing of the transaction, CASHe
will receive the right to appoint a director to the Company's Board
of Directors. TSLC has also agreed to grant to the Company the
rights to develop the business of CASHe in the Latin American
market, subject to the parties entering into a mutually acceptable
license agreement.
CASHe provides short-term financial products using modern
technology combined with intelligent big data analytics and
proprietary algorithms to map young professionals across the
country based on their mobile, digital footprint and their social
behaviour patterns to rate their credit worthiness. CASHe has also
implemented distributed ledger enabled digital tokens using smart
contracts on its lending platform. The distributed ledger
technology allows the platform to record transactions in a secure
and transparent manner by creating an audit trail. The platform is
designed to function as a shared infrastructure across customers
and multiple external stakeholders such as regulators, credit
bureaus and other parties interested in participating in the
distributed infrastructure. A smart contract-based distributed
ledger records all lending transactions in an open and transparent
manner, thus allowing CASHe and the borrower to execute a trusted
and transparent lending transaction. This key innovation also
involves tokenizing the loan amounts borrowed by customers into
smart contract digital tokens which are stored on the ledger and
accessible by the customer in its app.
CASHe is led by serial entrepreneur Mr. V. Raman Kumar and is
supported by a team of seasoned technology professionals. CASHe's
advisory board consists of reputed personalities who were formerly
in the Reserve Bank of India, World Bank, private equity, marketing
and technology and big data research fields.
Shamyl Malik, chief executive officer of Long Blockchain,
commented, "Our long-term vision is based on pursuing growth in
areas where implementation of distributed ledger technologies can
enable creation of scale. The business that Raman and his team
have built at CASHe has the potential to be a truly
transformational technology-driven lending and asset management
platform for millennials globally. I am very much looking forward
to working in close partnership with the CASHe team to create a
global leader in financial technology solutions. Our first step in
this direction will be the roll out of CASHe in the Latin American
market and we are committed to becoming the fintech platform of
choice within this geography."
V. Raman Kumar, founder and chairman of the Board of CASHe, added,
"The world is witnessing the democratization of financial services.
AI, big data and Blockchain technologies have enabled the creation
of a decentralized peer-to-peer lending and currency transfer
market place. Using sophisticated algorithms and AI-based on
social behavior filters and mobile data sets to predict behavior of
young professional millennials, CASHe provides simple short-term
financial products to underserved professionals in India. In a
short span of 24 months, CASHe has become one of India's leading
digital lending platforms for salaried millennials With the
implementation of smart contracts using Blockchain technology on
its current platform, CASHe is uniquely positioned to move to a
global P2P platform by creating a more accessible and simple loan
process for millennials thereby radically changing the way people
provide and receive loans. Our strategic transaction with Long
Blockchain will provide us a partner to roll out our Blockchain
enabled lending and currency transfer platform into Latin American
markets and be transformative for both our companies."
About TSLC and CASHe
TSLC Pte. Ltd. is a Singapore-based company that is the owner of
all intellectual property and technology of CASHe and controls
CASHe's India operations. CASHe, India's fastest growing app-only
lending company, provides immediate short-term personal loans to
young professionals based on their social profile, merit and
earning potential using its proprietary algorithm based machine
learning platform. CASHe provides almost instantaneous loans
on-demand. Its user-friendly digital interface enables faster loan
application process and quicker loan disbursals. CASHe provides
hassle-free loans with its app enabled documentation and loan
disbursal/repayment process. Powered by its industry-first
algorithm driven credit scoring platform, Social Loan Quotient
(SLQ), CASHe uses AI, Big Data and Machine Learning technologies to
quickly determine a user's credit worthiness by using multiple
unique data points to arrive at a distinct credit profile of the
customer. CASHe is implementing a Smart Contract based Distributed
Ledger Technology on its lending platform which allows to record
transactions in a secure and transparent manner by creating an
audit trail. CASHe is completely automated and requires no
personal intervention and no physical documentation. The average
time taken for a loan to be disbursed under 10 minutes, subject to
proper submission of all documents. Please visit www.cashe.co.in
for more information.
About Long Blockchain Corp.
Headquartered in Hicksville, New York, Long Blockchain Corp.,
formerly Long Island Iced Tea Corp., is focused on developing and
investing in globally scalable blockchain technology solutions.
It is dedicated to becoming a significant participant in the
evolution of blockchain technology that creates long term value for
its shareholders and the global community by investing in and
developing businesses that are "on-chain". Blockchain technology
is fundamentally changing the way people and businesses transact,
and the Company will strive to be at the forefront of this dynamic
industry, actively pursuing opportunities. Its wholly-owned
subsidiary Long Island Brand Beverages, LLC operates in the
non-alcohol ready-to-drink segment of the beverage industry under
its flagship brand 'The Original Long Island Brand Iced Tea'.
Long Island Iced Tea incurred a net loss of $10.44 million for the
year ended Dec. 31, 2016, following a net loss of $3.18 million for
the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company
had $4.83 million in total assets, $4.21 million in total
liabilities and $622,151 in total stockholders' equity.
"Historically, the Company has financed its operations through the
raising of equity capital and through trade credit with its
vendors. The Company's ability to continue its operations and to
pay its obligations when they become due is contingent upon the
Company obtaining additional financing. Management's plans include
raising additional funds through equity offerings, debt financings,
or other means.
"The Company believes that it will be able to raise sufficient
additional capital to finance the Company's planned operating
activities. There are no assurances that the Company will be able
to raise such capital on terms acceptable to the Company or at all.
If the Company is unable to obtain sufficient amounts of
additional capital, it may be required to reduce the scope of its
planned market development activities, and/or consider reductions
in personnel costs or other operating costs. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern," the Company stated in its quarterly report for
the period ended Sept. 30, 2017.
LONGHORN ESTATE: Taps Caldwell & Riffee as Legal Counsel
--------------------------------------------------------
Longhorn Estate, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to hire Caldwell &
Riffee as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in any potential sale of its property; and
provide other legal services related to its Chapter 11 case.
Caldwell charges an hourly fee of $300 for its services. The firm
received $7,500 as retainer prior to the petition date.
Joseph Caldwell, Esq., a member of Caldwell, disclosed in a court
filing that he and his firm do not hold or represent any interests
adverse to the Debtor's estate or creditors.
The firm can be reached through:
Joseph W. Caldwell, Esq.
Caldwell & Riffee
3818 MacCorkle Avenue, SE
P.O. Box 4427
Charleston, WV 25364
Phone: (304) 925-2100
Fax: (304) 925-2193
Email: jcaldwell@caldwellandriffee.com
About Longhorn Estate
Longhorn Estate, LLC, is a privately-held company engaged in
activities related to real estate. Its principal place of business
is located at 8300 Ohio River Road, Lesage, West Virginia.
Longhorn Estate sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-30103) on March 20,
2018. In the petition signed by Renee Davis, authorized
representative, the Debtor estimated assets and liabilities of $1
million to $10 million. Judge Frank W. Volk presides over the
case.
MCCLATCHY CO: S&P Lowers CCR to 'CCC+' on Continued High Leverage
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Sacramento, Calif.-based The McClatchy Co. to 'CCC+' from 'B-'. The
rating outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured notes to 'B-' from 'B'. The recovery
rating remains '2', indicating our expectation for substantial
(70%-90%; rounded estimate: 70%) recovery of principal for lenders
in the event of a payment default.
"We also lowered our issue-level rating on the company's senior
unsecured notes due 2027 and 2029 to 'CCC-' from 'CCC'. The
recovery rating remains '6', indicating our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery of principal for
lenders in the event of a payment default.
"The downgrade reflects our view that McClatchy's capital structure
is unsustainable at current leverage and discretionary cash flow
(DCF) levels. Still, we don't expect a default to occur during the
next 12 months. McClatchy has no imminent liquidity concerns, full
availability on its $65 million revolving credit facility due 2019,
low capital expenditures, and it generates positive DCF.
"The stable rating outlook reflects our view that McClatchy has no
imminent liquidity or refinancing risks and is unlikely to default
over the next 12 months. Nonetheless, its refinancing risk will
continue to increase as its senior secured notes due December 2022
approach maturity due to the secular decline of print advertising
revenue and circulation volume and the company's high debt burden
and limited DCF generation.
"We could lower our corporate credit rating on the company if we
anticipate a default arising within 12 months due to accelerated
operating performance deterioration, meaningful cash flow deficits,
or a distressed exchange. This scenario could result if McClatchy's
debt trading levels decline meaningfully, increasing the risk of a
distressed exchange or another restructuring action or if the
company struggles to refinance or extend its revolver due December
2019 or its senior secured notes due December 2022.
"Although unlikely, we could raise the rating to 'B-' over the next
12 months if McClatchy achieves meaningful digital revenue growth,
stabilizes the print advertising revenue declines, and
significantly reduces leverage towards 5x. An upgrade would also
depend on our favorable view of the long-term sustainability of
McClatchy's capital structure and business prospects."
MEDCISION LLC: Taps Three Twenty-One Capital as Investment Banker
-----------------------------------------------------------------
MedCision, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to hire Three Twenty-One
Capital Partners as its investment banker.
The firm will assist the Debtor in connection with any potential
sale of its assets and provide related services necessary to
maximize the sale proceeds to be realized for the business.
Three Twenty-One will be paid an initial retainer of $10,000. The
firm will also be paid a flat fee of $40,000 upon the closing of
any sale of the Debtor's assets; and a fee equal to 18% of the sum
of (i) the consideration received by the Debtor in connection with
any sale of its assets, less (ii) the total amount of debt the
Debtor owes to BroadOak Fund III, LLC as of the date of any auction
of its assets, which is expected to be approximately $4.5 million.
The firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
Three Twenty-One can be reached through:
Ervin M. Terwilliger
Three Twenty-One Capital Partners
2205 Warwick Way, Suite 310
Marriottsville, MD 21104
Phone: 443.325.5290 Ext 201
Fax: 443.703.2330
Email: erv@321capital.com
About MedCision LLC
MedCision LLC develops automation technologies for vital clinical
product handling processes.
MedCision initially filed a voluntary petition for relief pursuant
to Chapter 7 of the Bankruptcy Code on Dec. 20, 2017. By order
dated Feb. 16, 2018, the case was converted to one under Chapter 11
(Bankr. N.D. Cal. Case No. 17-31272).
Judge Hannah L. Blumenstiel presides over the case.
The Debtor's bankruptcy counsel:
Sheppard, Mullin, Richter & Hampton LLP
Ori Katz
J. Barrett Marum
Michael M. Lauter
Four Embarcadero Center, 17th Floor
San Francisco, California 94111-4109
Telephone: 415.434.9100
Facsimile: 415.434.3947
E-mail: okatz@sheppardmullin.com
bmarum@sheppardmullin.com
mlauter@sheppardmullin.com
MOUNTAIN INVESTMENTS: To Pay Unsecureds $38K in One Payment
-----------------------------------------------------------
Mountain Investments, LLC filed with the U.S. Bankruptcy Court for
the Northern District of California a first amended disclosure
statement, dated March 16, 2018, describing its plan of
reorganization dated Nov. 2, 2017.
The hearing at which the Court will determine whether to approve
this disclosure statement will take place on April 12, 2018, at
1:30 p.m., in Courtroom 3099, at the U.S. Bankruptcy Court, 280
South First Street, San Jose, California.
Class 5 under the first amended plan is the secured claim of
Specialized Loan Servicing, LLC in the amount of $97,500. This
class will be paid $400 for 36 months, then $750 for 324 months at
4% interest rate. The initial version of the plan proposed to pay
this class $465.48 a month at 4% interest.
Class 8 general unsecured creditors will now be paid $38,640 in one
payment on the 60th month after the Effective Date. The previous
proposal was a payment of $644 monthly following the Effective
Date. Class 8 creditors are still expected to be paid 3.9% of their
claims without interest.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/canb16-50906-169.pdf
About Mountain Investments
Mountain Investments, LLC fdba WIS Holdings, LLC fdba Wealth
Investment Solutions, LLC filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 16-50906), on March 28, 2016. The petition was signed
by Michael T. Noble, managing member. The case is assigned to Judge
Stephen L. Johnson. The Debtor is represented by Ralph P. Guenther,
Esq. at Dougherty & Guenther, APC. At the time of filing, the
Debtor had estimated $1 million to $10 million in both assets and
liabilities.
NEXSTAR MEDIA: S&P Affirms BB- Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Nexstar Media Group Inc. The rating outlook is stable.
S&P said, "At the same time, we affirmed our 'BB+' issue-level
ratings on the company's secured revolving credit facility and
first-lien term loans. The '1' recovery ratings are unchanged,
indicating our expectation for very high recovery of principal
(90%-100%; rounded estimate: 95%) in the event of a payment
default.
"We also affirmed our 'B+' issue-level rating on the company's
unsecured notes. The '5' recovery rating is unchanged, indicating
our expectation for modest recovery of principal (10%-30%; rounded
estimate: 20%) in the event of a payment default.
"We are affirming our rating on Nexstar, based on the company's
successful integration of its acquisition of Media General Inc. in
2017 and our expectation that it will continue to increase free
cash flow and reduce leverage to the high-4x in 2018, barring
significant debt-financed acquisitions.
"The stable outlook reflects our expectation that Nexstar will
continue to increase its cash flow and reduce debt to average
trailing-eight-quarter EBITDA to the high-4x area in 2018 due to
healthy revenue growth and a balanced financial policy.
"We could lower the corporate credit rating if Nexstar adopts a
more aggressive financial policy that increases leverage through
large debt-financed acquisitions, shareholder-favoring measures, or
investment losses. More specifically, we could lower the rating if
Nexstar's debt to average-eight-quarter EBITDA rises above 5.5x,
and we believe it will remain elevated.
"We view an upgrade as unlikely over the next 12 months. But we
could raise the rating if the company adopts a less aggressive
financial policy and commits to consistently lowering its leverage
below 4.5x."
NNN 400 CAPITOL: Refinancing or Sale of Property to Fund Plan
-------------------------------------------------------------
NNN 400 Capitol Center 16 and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement with respect to their first amended joint plan of
reorganization dated March 16, 2018.
Each of the Debtors is a tenant in common in real estate and
improvements located in Little Rock, Arkansas. Each Debtor was
formed for the purpose of acquiring such tenant in common interest
pursuant to an offering made by NNN 400 Capital Center in 2006. The
rights and obligations of each of the Debtors to each other as
tenants in common is set forth in a Tenant in Comment Agreement.
The Plan provides that on the Effective Date, each creditor will
receive payment in full for its respective Allowed Claim, and each
of the Debtors will retain its ownership interest in the Little
Rock Property.
Class 1A under the plan is the allowed secured claim of Little Rock
- 400 West Capitol Trust. The Debtors are currently involved in
mediation with LR 400 as to the amount of its Allowed Claim. It is
anticipated that the mediation will have been completed prior to
Court-approved solicitation with respect to the Plan. In the event
that the Secured Claim of Little Rock - 400 West Capitol Trust is
not an Allowed Claim and provided that the Debtors have not elected
to proceed with a sale of the Property, prior to the occurrence of
the Effective Date, the Debtors will have established the Escrow
Account, and will have deposited into the Escrow Account cash in an
amount to pay in full the Disputed Portion of the Secured Claim of
Little Rock - 400 West Capitol Trust.
In the event that any part of the Disputed Portion of the Secured
Claim of Little Rock - 400 West Capitol Trust becomes an Allowed
Claim, payment in full in cash shall be made on account of such
Allowed Claim by the later of: 30 days after the date upon which
any Order of the Court allowing such claim has become final and
non-appealable, provided that the Escrow Account has been funded;
or upon the closing of the sale of the Property, if such sale
occurs.
Class 3 under the plan is the allowed claims of general unsecured
creditors in the approximate amount of $800,000. This class will be
paid in full on the Effective Date.
To effectuate the payment of creditors under the Plan, at their
sole discretion, the Debtors will either: (i) refinance the secured
debt of LR 400; or (ii) sell the Property pursuant to 11 U.S.C.
section1129(b)(2)(a)(iii). The Debtors will elect to proceed by way
of either a refinancing or sale within 90 days from the date of the
entry of an order of the Bankruptcy Court approving the Disclosure
Statement. The Debtors will file a notice of such election with the
Bankruptcy Court.
In the event the Debtors proceed with a refinancing of the secured
debt of LR 400, as of the Effective Date, the Debtors will have
completed a refinancing of their secured debt in such an amount as
to: (i) pay in full the Undisputed Portion of the Secured Claim of
Little Rock - 400 West Capitol Trust; (ii) pay in full all other
required payments to be made under this Plan as of the Effective
Date, with the exception of the Disputed Portion of the Secured
Claim of Little Rock - 400 West Capitol Trust; and (iii) place into
the Escrow Account as of the Effective Date such an amount as to
pay in full the Disputed Portion of the Secured Claim of Little
Rock - 400 West Capitol Trust in the event that the Disputed
Portion of the Secured Claim of Little Rock - 400 West Capitol
Trust becomes an Allowed Claim.
In the event that the Debtors proceed with the sale of the
Property, the Debtors will make payment in full on Allowed Claims
pursuant to the terms set forth in the Plan following the
occurrence of the Effective Date.
A full-text copy of the Redlined Version of the Disclosure
Statement is available at:
http://bankrupt.com/misc/deb16-12728-263.pdf
A full-text copy of the First Amended Joint Plan of Reorganization
is available at:
http://bankrupt.com/misc/deb16-12728-261.pdf
About NNN 400 Capitol Center 16
NNN 400 Capitol Center 16, LLC and 23 of its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-12728) on December 9, 2016. The petitions were
signed by Charles D. Laird & Peggy Laird on behalf of Charles D.
Laird and Peggy Laird Revocable Trust dated April 21, 1999,
member.
On June 5, 2017, NNN 400 Capitol Center, LLC and seven other
affiliates of NNN 400 Capitol Center 16 filed Chapter 11 petitions.
The cases are jointly administered under Case No. 16-12728.
The cases are assigned to Judge Kevin Gross.
Whiteford, Taylor & Preston, LLC is the Debtors' bankruptcy counsel
while Rubin and Rubin, P.A. serves as their special counsel.
At the time of filing, NNN 400 Capitol Center 16, NNN 400 Capitol
Center 10 and NNN 400 Capitol Center 11 estimated both assets and
liabilities at $10 million to $50 million each.
OREXIGEN THERAPEUTICS: Taps Ernst & Young as Restructuring Advisor
------------------------------------------------------------------
Orexigen Therapeutics, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Ernst & Young
LLP as its restructuring advisor.
The firm will advise the Debtor's management regarding its business
plan and financial forecast; give advice regarding the risks
associated with the strategies developed by management to deal with
key vendors; prepare hypothetical liquidation scenarios to assess
recovery outcome; advise the Debtor in facilitating document
production for diligence requests; and provide other services
related to the Debtor's restructuring process.
The firm's hourly rates are:
Partner/Principal $760 - $895
Senior Manager $625 - $725
Manager $525 - $600
Senior $395 - $475
Staff $225 - $275
During the 90 days before the petition date, the Debtor paid as
much as $1.822 million to Ernst & Young. As of the petition date,
the firm holds a retainer in the sum of $183,000.
Ben Pickering, a principal of Ernst & Young, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
Ernst & Young can be reached through:
Ben Pickering
Ernst & Young LLP
5 Times Square
New York, NY 10036
Tel: +1 212-773-3000
Fax: +1 212-773-6350
About Orexigen Therapeutics
Based in La Jolla, California, Orexigen Therapeutics, Inc. --
http://www.orexigen.com/-- is a biopharmaceutical company focused
on the treatment of weight loss and obesity. It is a publicly
traded company with its shares listed on The NASDAQ Global Select
Market under the ticker symbol "OREX". The company has 111
employees in the U.S.
Orexigen Therapeutics sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12,
2018. In its petition signed by Michael A. Narachi, president and
CEO, the Debtor disclosed $265.1 million in assets and $226.4
million in liabilities.
Judge Kevin Gross presides over the case.
The Debtor hired Hogan Lovells US LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst &
Young LLP as financial advisor; Perella Weinberg Partners as
investment banker; and Kurtzman Carson Consultants LLC as claims
and noticing agent.
OREXIGEN THERAPEUTICS: Taps Kurtzman as Administrative Advisor
--------------------------------------------------------------
Orexigen Therapeutics, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Kurtzman
Carson Consultants LLC as its administrative advisor.
The firm will provide bankruptcy administration services, which
include the solicitation, balloting and tabulation of votes; the
preparation of reports in support of a Chapter 11 plan; and
managing and coordinating any distributions pursuant to the plan.
Kurtzman will receive a retainer in the sum of $25,000 to be held
by the firm as security for the Debtor's payment obligations under
their agreement.
Evan Gershbein, senior vice-president of Kurtzman's Corporate
Restructuring Services, 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:
Evan Gershbein
Kurtzman Carson Consultants LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Tel: 917.281.4800
About Orexigen Therapeutics
Based in La Jolla, California, Orexigen Therapeutics, Inc. --
http://www.orexigen.com/-- is a biopharmaceutical company focused
on the treatment of weight loss and obesity. It is a publicly
traded company with its shares listed on The NASDAQ Global Select
Market under the ticker symbol "OREX". The company has 111
employees in the U.S.
Orexigen Therapeutics sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12,
2018. In its petition signed by Michael A. Narachi, president and
CEO, the Debtor disclosed $265.1 million in assets and $226.4
million in liabilities.
Judge Kevin Gross presides over the case.
The Debtor hired Hogan Lovells US LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst &
Young LLP as financial advisor; Perella Weinberg Partners as
investment banker; and Kurtzman Carson Consultants LLC as claims
and noticing agent.
ORION HEALTHCORP: Taps Houlihan Lokey as Investment Banker
----------------------------------------------------------
Orion HealthCorp, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Houlihan Lokey
Capital, Inc., as its investment banker.
The firm will assist the company and its affiliates in contacting
potential investors; evaluate indications of interest and proposals
regarding any transactions; assist in negotiations; provide general
financial restructuring advice; provide expert advice and testimony
regarding financial matters related to the transactions; and
provide other financial advisory and investment banking services.
Houlihan will be paid an initial retainer of $450,000, and a cash
fee of $150,000 per month. In addition, the firm will be paid a
restructuring, sale or financing transaction fee.
Upon confirmation of a bankruptcy plan, Houlihan will be paid a
restructuring transaction fee of $1.5 million. Meanwhile, the firm
will receive a cash fee of upon the closing of a sale transaction
based on aggregate gross consideration:
(1) For AGC up to $50 million: $1.5 million, plus
(2) For AGC over $50 million, 7.5% of such incremental AGC
(3) If more than one transaction is consummated, Houlihan will be
compensated based on the AGC from all transactions, subject to an
incremental minimum sale transaction fee of $250,000 per
transaction if there are more than three transactions.
If the Debtors request that Houlihan serve as their agent for any
financing transaction, the Debtors and the firm should agree upon a
market based fee for such services.
Bradley Jordan, managing director of Houlihan, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
Houlihan can be reached through:
Bradley Jordan
Houlihan Lokey Capital, Inc.
245 Park Avenue, 20th Floor
New York, NY 10167
Tel: 212.497.4100 / 212.497.4137
Fax: 212.661.3070
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.
PATRIOT NATIONAL: Committee Hires Kilpatrick Townsend as Attorney
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors formed in the Chapter
11 cases of Patriot National, Inc., and its debtor-affiliates seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Kilpatrick Townsend & Stockton LLP as its
bankruptcy counsel.
Services Kilpatrick Townsend will provide are:
a. render legal advice regarding the Committee's organization,
duties and powers in these cases;
b. assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and in the investigation of the extent, priority, and validity of
liens and participate in and review any proposed asset sales or
dispositions, and any toher matters relevant to these cases;
c. attend meetings of the Committee and meetings with the
Debtors and secured creditors, and their attorneys and other
professionals, and participating in negotiations with these
parties, as requested by the Committee;
d. take all necessary action to protect and preserve the
interests of the Committee, including possible prosecution of
actions on its behalf and investigations concerning litigation in
which the Debtors are involved;
e. assist the Committee in the review, formulation, analysis,
and negotiation of any plans or reorganization and accompanying
disclosure statements that may be filed;
f. assist the Committee in the review, analysis, and
negotiation of any financing or funding agreements;
g. assist the Committee with respect to communications with
the general unsecured creditor body about significant matters in
these cases;
h. review and analyze claims filed against the Debtor's
estates;
i. represent the Committee in hearings before the Court,
appellate courts, and other courts in which matters may be heard,
represent the interests of the Committee before those courts and
before the U.S. Trustee;
j. assist the Committee in preparing all necessary motions,
applications, responses, reports and other pleadings in connection
with the administration of these cases; and
k. provide such other legal assistance as the Committee may
deem necessary and appropriate.
Kilpatrick Townsend's current hourly rates are:
Partners $650 to $1,035
Counsel $675
Associates $395 to $635
Paralegals $265 to $280
David M. Posner $975
Gianfranco Finizio $635
Kelly Moynihan $395
David M. Posner, partner in the law firm of Kilpatrick Townsend,
attests that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, David M.
Posner disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm has not represented the Committee in the 12 months
prepetition; and
-- the Committee and its counsel are currently in the process
of formulating a budget; it is highly likely that there may be a
number of unforeseen circumstances that will need to be addressed
by the Committee and its counsel giving rise to additional fees and
expenses.
The firm can be reached through:
David M. Posner, Esq.
Kilpatrick Townsend & Stockton LLP
The Grace Building
1114 Avenue of the Americas
New York, NY USA 10036
Tel: 212-775-8700
Fax: 212-775-8800
E-mail: dposner@kilpatricktownsend.com
About Patriot National
Fort Lauderdale, Florida-based Patriot National, Inc., also known
as Old Guard Risk Services, Inc., through its subsidiaries,
provides agency, underwriting and policyholder services to its
insurance carrier clients, primarily in the workers' compensation
sector. Patriot National -- http://www.patnat.com/-- provides
general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services, claims
administration services and self-funded health plans to its
insurance carrier clients, employers and other clients. Patriot was
incorporated in Delaware in November 2013.
The Company completed its initial public offering in January 2015
and its common stock is listed on the New York Stock Exchange under
the symbol "PN."
Patriot National, Inc., and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the
petitions signed by CRO James S. Feltman, the Debtors disclosed
$159.4 million in total assets and $242.2 million in total debt as
of Dec. 31, 2017.
The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and
Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and
conflicts counsel; Duff & Phelps, LLC, as financial advisor; and
Conway Mackenzie Management Services, LLC, as provider of EVP of
Finance and related advisory services. Prime Clerk LLC --
https://cases.primeclerk.com/patnat -- is the Debtors' claims,
noticing and balloting agent.
James S. Feltman of Duff & Phelps, LLC, has been tapped as chief
restructuring officer to the Debtors.
The Office of the U.S. Trustee has named two creditors -- Jessica
Barad and MCMC LLC -- to serve on an official committee of
unsecured creditors in the Debtors' cases.
PATRIOT NATIONAL: Committee Hires Morris James as Local Counsel
---------------------------------------------------------------
The Official Committee of unsecured creditors formed in the Chapter
11 cases of Patriot National, Inc., and its debtor-affiliates seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Morris James LLP as its local counsel.
Services Morris James will render are:
a. provide legal advice and assistance to the Committee in its
consultations with the Debtors' administration of its
reorganization;
b. review and analyze all applications, motions, ordes,
statements of operations and schedules filed with the Court by the
Debtors or third parties, advising the Committee as their
propriety, and, after consultation with the Committee, take
appropriate action;
c. prepare necessary applications, motions, answers, order,
reports and other legal papers on behalf of the Committee;
d. represent the Committee at hearings held before the Court
and communicate with the Committee regarding the issues raised, as
well as the decisions of the Court; and
e. perform all other legal services for the Committee which
may be reasonably required in this proceeding.
Hourly rates charged by Morris James are:
Carl N. Kunz, III Partner $555
Brenna A. Dolphin Associate $285
Jamie Dawson Paralegal $230
Carl N. Kunz, III, Esq., a partner at Morris James, attests that
his firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
Morris James holds office at:
Carl N. Kunz, III, Esq.
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: 302-888-6811
Fax: 302-571-1750
E-mail: ckunz@morrisjames.com
About Patriot National
Fort Lauderdale, Florida-based Patriot National, Inc., also known
as Old Guard Risk Services, Inc., through its subsidiaries,
provides agency, underwriting and policyholder services to its
insurance carrier clients, primarily in the workers' compensation
sector. Patriot National -- http://www.patnat.com/-- provides
general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services, claims
administration services and self-funded health plans to its
insurance carrier clients, employers and other clients. Patriot
was incorporated in Delaware in November 2013.
The Company completed its initial public offering in January 2015
and its common stock is listed on the New York Stock Exchange under
the symbol "PN."
Patriot National, Inc., and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the
petitions signed by CRO James S. Feltman, the Debtors disclosed
$159.4 million in total assets and $242.2 million in total debt as
of Dec. 31, 2017.
The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and
Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and
conflicts counsel; Duff & Phelps, LLC, as financial advisor; and
Conway Mackenzie Management Services, LLC, as provider of EVP of
Finance and related advisory services. Prime Clerk LLC --
https://cases.primeclerk.com/patnat -- is the Debtors' claims,
noticing and balloting agent.
James S. Feltman of Duff & Phelps, LLC, has been tapped as chief
restructuring officer to the Debtors.
The Office of the U.S. Trustee has named two creditors -- Jessica
Barad and MCMC LLC -- to serve on an official committee of
unsecured creditors in the Debtors' cases.
PATRIOT NATIONAL: Committee Hires Province Inc as Financial Advisor
-------------------------------------------------------------------
The Official Committee of Patriot National, Inc., and its
debtor-affiliates seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to retain Province, Inc., as financial
advisor.
Professional services to be rendered by Province are:
a. become familiar with and analyze the Debtor's DIP budget,
assets and liabilities, and overall financial condition;
b. assess the Debtor's various pleadings and proposed
treatment of unsecured creditor claims therefrom;
c. assist the Committee in determining how to react to the
Debtor's restructuring plan or in formulating and implementing its
own plan;
d. prepare or review as applicable, avoidance actions and
claim analyses;
e. assist the Committee in reviewing the Debtor's financial
reports, including, but not limited to, SOFAs, Schedules, cash
budgets, and Monthly Operating Reports;
f. advise the Committee on the current state of these Chapter
11 cases;
g. advise the Committee in negotiations with the Debtors,
Lenders and third parties as necessary;
h. participate as a witness in hearings before the bankruptcy
court with respect to matters upon which Province has provided
advice; and
i. perform other activities as are approved by the Committee,
the Committee's counsel, and as agreed to by Province.
Province's standard hourly rates are:
Principal $690 to $745
Managing Director $580 to $630
Senior Director $540 to $570
Director $470 to $530
Sr. Associate $375 to $460
Associate $340 to $390
Analyst $270 to $330
Paraprofessional $150
Sanjuro Kietlinski, director with the firm of Province, Inc.,
assures this Court that neither the firm nor any of its employees
have any connection with any party in interest, their attorneys or
accountants.
The advisor can be reached through:
Sanjuro Kietlinski
Province, Inc.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Tel: 702-685-5555
Fax: 702-685-5556
E-mail: skietlinski@provincefirm.com
About Patriot National
Fort Lauderdale, Florida-based Patriot National, Inc., also known
as Old Guard Risk Services, Inc., through its subsidiaries,
provides agency, underwriting and policyholder services to its
insurance carrier clients, primarily in the workers' compensation
sector. Patriot National -- http://www.patnat.com/-- provides
general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services,
claims
administration services and self-funded health plans to its
insurance carrier clients, employers and other clients. Patriot was
incorporated in Delaware in November 2013.
The Company completed its initial public offering in January 2015
and its common stock is listed on the New York Stock Exchange under
the symbol "PN."
Patriot National, Inc., and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the
petitions signed by CRO James S. Feltman, the Debtors disclosed
$159.4 million in total assets and $242.2 million in total debt as
of Dec. 31, 2017.
The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and
Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and
conflicts counsel; Duff & Phelps, LLC, as financial advisor; and
Conway Mackenzie Management Services, LLC, as provider of EVP of
Finance and related advisory services. Prime Clerk LLC --
https://cases.primeclerk.com/patnat -- is the Debtors' claims,
noticing and balloting agent.
James S. Feltman of Duff & Phelps, LLC, has been tapped as chief
restructuring officer to the Debtors.
The Office of the U.S. Trustee has named two creditors -- Jessica
Barad and MCMC LLC -- to serve on an official committee of
unsecured creditors in the Debtors' cases.
PHILADELPHIA ENERGY: Davis Polk Advises Lenders on Chapter 11
-------------------------------------------------------------
Davis Polk is advising an ad hoc group of lenders under a $550
million prepetition term loan B credit facility in the chapter 11
restructuring of Philadelphia Energy Solutions Refining and
Marketing LLC and certain of its affiliates.
On March 26, 2018, Philadelphia Energy's prepackaged plan of
reorganization, which Davis Polk played a leading role in
structuring and negotiating, was confirmed during an uncontested
confirmation hearing by the Honorable Kevin Gross of the Bankruptcy
Court for the District of Delaware.
At the outset of the chapter 11 cases, members of the ad hoc group
and certain other term loan B lenders provided a $120 million
debtor-in-possession credit facility. Upon effectiveness of the
plan, the full principal balance of the DIP facility and $107
million of the prepetition term loan B will be converted into new
loans pursuant to a senior secured unitranche term loan exit credit
facility. The remainder of the prepetition term loan B credit
facility will be equitized, and the term loan B lenders will
receive approximately two-thirds of the reorganized company's
equity. DIP lenders will also receive a portion of the reorganized
equity at emergence on account of their financing commitment.
Philadelphia Energy owns and operates the Point Breeze and Girard
Point oil refineries located on an integrated, 1,300 acre refining
complex in Philadelphia. The 335,000 barrels per day of combined
capacity makes Philadelphia Energy the largest refining complex on
the Eastern Seaboard.
The Davis Polk restructuring team included partner Damian S.
Schaible and associates Aryeh Ethan Falk and Jonah A. Peppiatt. The
credit team included partner Joseph P. Hadley, counsel Christian
Fischer and associate Matthew W. Levy. The corporate team included
partner Stephen Salmon and associate Bryan M. Quinn. Counsel Ethan
R. Goldman and associate Andrew Imber provided tax advice. Members
of the Davis Polk team are located in the New York and Northern
California offices.
About PES Holdings
Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex. The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia. The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel). In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast. The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene. PES
employs over 1,000 people. PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.
PES Holdings and eight of its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10122) on Jan. 21, 2018. In the petition signed by Gregory G.
Gatta, manager, PES estimated assets and liabilities of $1 billion
to $10 billion.
The Hon. Kevin Gross is the case judge.
The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP
as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel.
Debtor Philadelphia Energy Solutions Refining and Marketing LLC
tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and
Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel.
PRECISION DRILLING: S&P Alters Outlook to Stable & Affirms 'BB' CCR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Calgary, Alta.-based
Precision Drilling Corp. to stable from negative. At the same time,
S&P Global Ratings affirmed its 'BB' long-term corporate credit
rating on the company and 'BB' issue-level rating on Precision's
senior unsecured notes. The '4' recovery rating on the notes is
unchanged, and indicates that senior unsecured creditors could
expect average (30%-50%; rounded estimate 35%) recovery in a
hypothetical default scenario.
The outlook revision reflects S&P expectation that Precision's
utilization rates will continue improving during the next three
years, fueled by higher industry activity, ultimately resulting in
stronger cash flow and leverage metrics to support the 'BB'
rating.
S&P said, "The stable outlook reflects our view that Precision has
maintained its strong market position in Canada and in the U.S.
through its high-quality fleet. We expect the company to focus on
organic growth and sustain positive FOCF generation during our
12-month outlook period. We forecast improved credit metrics, with
three-year (2018-2020), weighted-average FFO-to-debt in the
midpoint of the 12%-20% range and FOCF-to-debt of 5%-10%.
"We could lower our ratings if Precision's financial risk profile
deteriorates. Specifically, we could lower the ratings if we
expected the company's FFO-to-debt to consistently remain below
12%; or if FOCF-to-debt ratios become steadily negative, which
could result from weaker-than-expected industry activity. In
addition, a downgrade could occur if we believed Precision's
business risk profile had weakened.
"Assuming no material change in our assessment of the company's
business risk profile, a positive rating action could result from
stronger FFO-to-debt, consistently above 20%, while Precision
maintains positive FOCF, which it could achieve through
higher-than-expected utilization and day rates."
PRINCESS MILL: Taps Hamm Eckard as Legal Counsel
------------------------------------------------
Princess Mill Properties, LLC, seeks approval from the U.S.
Bankruptcy Court for the Virgin Islands to hire Hamm Eckard, LLP as
its legal counsel.
The Debtor proposes to employ the firm primarily to assist in
obtaining a court order dismissing its Chapter 11 case filed on
January 21. Until the case is dismissed, the Debtor anticipates
that the firm will provide other legal services, which include
negotiating with creditors and assisting the Debtor in connection
with any sale of its assets.
The firm's hourly rates are:
Donovan Hamm, Jr. Attorney $450
Mark Eckard Attorney $395
Betty Mae Petersen Paralegal $150
The firm received an advance payment of $5,000.
Hamm Eckard is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Mark W. Eckard, Esq.
Hamm Eckard, LLP
5030 Anchor Way, Suite 13
Christiansted, VI 00824
Phone: 340-773-6955
Email: meckard@usvi.law
About Princess Mill Properties
Princess Mill Properties, LLC, is a privately-held real estate
company based in Christiansted, Virgin Island. It is a small
business debtor as defined in 11 U.S.C. Section 101(51D).
Princess Mill Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. U.S.V.I. Case No. 18-10001) on Jan. 21,
2018. In the petition signed by Stacia Jung, sole member, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million. Judge Mary F. Walrath presides over the
case.
PYRGOS TAXI: Taps Wisdom Professional as Accountant
---------------------------------------------------
Pyrgos Taxi, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Wisdom Professional
Services Inc. as its accountant.
The firm will assist the Debtor in the preparation of its monthly
operating reports, and will review bank statements and other
financial documents.
WPS will charge $300 per hour for its services. The firm received
an initial retainer in the sum of $2,000.
Michael Shtarkman, a certified public accountant employed with WPS,
disclosed in a court filing that his firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Shtarkman
Wisdom Professional Services Inc.
2546 East 17th Street
Brooklyn, NY 11235
Phone: +1 718-554-6672
About Pyrgos Taxi Inc.
Pyrgos Taxi, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 18-41306) on March 9,
2018. In the petition signed by John Janetos, president, the
Debtor disclosed that it had estimated assets and liabilities of
less than $1 million. Judge Elizabeth S. Stong presides over the
case. The Law Offices of Alla Kachan, P.C., is the Debtor's
bankruptcy counsel.
RADIO PERRY: Hires Heritage Capital as Marketing Consultant
-----------------------------------------------------------
Radio Perry, Inc., seeks authority from the U.S. Bankruptcy Court
for the Middle District of Georgia to employ Heritage Capital Group
as marketing consultant to assist it in marketing and selling its
Television Assets in aid of its reoganization case.
Professional services to be rendered by Heritage are:
a. assist the Client in preparing an investor presentation and
other marketing and information materials and distribute the
materials to potential purchasers, describing the client, its
business and financial condition;
b. assist the client in identifying and, subject to the prior
approval of the client, contact potential purchasers to ascertain
their interest in buying the Client's business.
c. advise and assit the Client in coordination and evaluaing
indications of interest and proposals regarding a transaction and
the negotiation of the financial aspects, develop and execute an
auction with Client's approval, and facilitating the consummation
of a transaction;
d. provide such other financial advisory and investment
banking services reasonably necessary to accomplish the foregoing
as Consultant and the Client may mutually agree in writing, and
e. provide testimony and evidence in proceedings before the
Bankruptcy Court in furtherance of this Engagement, including to
obtain approval of this Agreement and approval of any Transaction.
Consultant's time and expenses preparing for and attending hearings
will be in addition to the Transaction Fee and will be billed a
$450 per hour, plus expenses.
Heritage Capital Group Transaction fee consist of:
a. 2% of the lesser of $10,000,000 or the amount of
Consideration paid by the Purchaser in the transaction; plus
b. 4% of the amount of Consideration paid by Purchaser in the
transaction in excess of $10,000,000.
Daniel Edelman of Heritage Capital Group, Inc. attests that he and
his firm are disinterested persons as that term is defined in 11
U.S.C. Sec. 101(14), and represent or hold no interest adverse to
the interest of the estate with respect to the matters on which
they are to be employed.
The marketer can be reached through:
Daniel Edelman
Heritage Capital Group, Inc.
4417 Beach Boulevard, #302
Jacksonville, FL 32207
Phone: (904) 354-9600
About Radio Perry
Radio Perry, Inc. and Radio Peach, Inc., own certain television
broadcasting assets, including related real estate.
Radio Perry and Radio Peach sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Ga. Case Nos. 16-52371 and
16-52372) on Nov. 15, 2016. In the petitions signed by Lowell
Register, Sr., president, the Debtors estimated assets and
liabilities at $1 million to $10 million. Wesley J. Boyer, Esq.,
at Katz Flatau & Boyer, LLP, serves as bankruptcy counsel to the
Debtors.
RAEISI GROUP: Hires Christopher P. Walker as Bankruptcy Counsel
---------------------------------------------------------------
Raeisi Group, Inc. seeks authority from the U.S. Bankruptcy Court
for the Central District of California (Los Angeles) to hire the
Law Office of Christopher P. Walker, P.C., as general bankruptcy
counsel.
Services to be rendered by the firm are:
a. advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including rights and remedies of Debtor to its assets and with
respect to the claims of creditors;
c. represent Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court where
Debtor's rights under the Bankruptcy Code may be litigated or
affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to the Chapter 11 case;
e. advise Debtor concerning requirements of the Bankruptcy
Court and applicable rules as the same affect Debtor in this
proceeding;
f. make any bankruptcy court appearances on behalf of the
Debtor; and
g. take such other action and perform such other services as
Debtor may require of the firm in connection with the Chapter 11
case.
Christopher P. Walker, Esq., owner of the Law Office of Christopher
P. Walker, P.C., attests that his firm is a disinterested person
within the meaning of 11 U.S.C. Sec. 101(14).
Current hourly rates of the firm are:
Christopher P. Walker $300
Laurie A. Hines-Walker $110
The firm can be reached through:
Christopher P. Walker, Esq.
LAW OFFICE OF CHRISTOPHER P. WALKER, P.C.
505 S Villa Real Dr., Suite 103
Anaheim Hills, CA 92807
Tel: 714-639-1990
Fax: 714-637-1636
E-mail: cwalker@cpwalkerlaw.com
About Raeisi Group
Raeisi Group, Inc., is a privately held company that owns a real
property located at 20714 E. Convina Hills Road, Covina, CA 91724
valued by the Company at $1.60 million. The Company is a small
business Debtor as defined in 11 U.S.C. Section 101(51D). Raeisi
Group is company based in Glendale, California and was established
on Aug. 12, 2011.
Raeisi Group filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
18-12224) on Feb. 28, 2018. In the petition signed by Bahram
Dadvar, secretary, the Debtor disclosed $2.04 million in total
assets and $684,885 in total liabilities. Judge Robert N. Kwan is
the case judge. Christopher P. Walker, Esq. at the Law Office of
Christopher P. Walker, P.C., is the Debtor's counsel.
RAMAKRISHNA R MUTTANA: DOJ Watchdog Seeks Appointment of PCO
------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
files a motion asking the U.S. Bankruptcy Court for the Eastern
District of New York for the appointment of a patient care
ombudsman in the chapter 11 case of Ramakrishna Reddi Muttana, MD.
A hearing on the Trustee's Motion will be held on May 3, 2018, at
10:30 a.m.
The U.S. Trustee submits that the appointment of a patient care
ombudsman is warranted in this case because the Debtor has
self-identified in his bankruptcy petition that the Medical
Practice -- an unincorporated sole proprietorship that he owns and
operates, is a "health care business" under the definition set out
in 11 U.S.C. Section 101(27A).
Specifically, the Debtor testified at the Section 341 Meetings that
he is an ophthalmologist, who performs surgeries (including laser
surgery) at the Medical Practice, and administers eye drops at the
Medical Practice. The Debtor also testified that he is the only
doctor at the Medical Practice, with the rest of the employees
performing secretarial, clerical, or administrative functions.
The U.S. Trustee tells the Court that there is neither an internal
ombudsman program nor apparent outside monitoring of the Debtor's
patient care and medical record keeping. Were the quality of
patient care decline, the U.S. Trustee believes that the Debtor's
reorganization would likely be imperiled, given that
self-employment income as a doctor is the Debtor's sole source of
income.
The cause of the Debtor's financial distress militates in favor of
the appointment of a patient care ombudsman: the Debtor's largest
single creditor is a medical malpractice claim for $750,000 owed to
Rosenthal & Goldhaber, P.C. The Rosenthal Malpractice Claim
represents 73% of the Debtor's total liabilities (when secured,
priority, and unsecured claims are added up).
Moreover, according to the Debtor's affidavit, a medical
malpractice action captioned J. Ruybe v. Ramakrisha R. Muttana,
M.D., Index no. 3000010/2015 was pending against the Debtor in
State Court as of the Filing Date. The Ruybe Malpractice Action has
been reduced to judgment, but was "being considered" for an appeal.
The Ruybe Claim is the same as the Rosenthal Malpractice Claim
listed on the Debtor's Schedule, which aggregates $750,610.
While the cost of a patient care ombudsman is often a common factor
in denying the requests for an appointment, in this case, the U.S.
Trustee finds that the Debtor's estate may potentially have the
funds to afford a patient care ombudsman. According to the January
Report, the latest operating report available, the Debtor expected
to earn a cash profit of $6,000 in February 2018 (although the
Debtor's net profit was only $458 in January 2018). Additionally,
the Debtor had $19,829 in cash available at the end of January
2018.
Accordingly, because the Debtor finds himself in financial distress
due to claims of medical malpractice, thus, the U.S. Trustee
submits that appointment of a patient care ombudsman is necessary
to act as oversight of the patient care the Debtor provides to his
patients.
Ramakrishna Reddi Muttana, MD, represented by counsel Jay Meyers,
Esq., commenced this case by filing a voluntary petition under
chapter 11 (Bankr. E.D.N.Y. Case No. 17-44832) as an individual
debtor on September 18, 2017.
RAMKABIR INVESTMENTS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Ramkabir Investments, Inc. as of March 26,
according to a court docket.
About Ramkabir Investments
Ramkabir Investments, Inc., which conducts business under the name
Boston's Restaurant & Bar, is a sports-bar chain located at 13070
City Station Dr., Jacksonville, Florida.
Ramkabir Investments sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00342) on Feb. 5,
2018. In the petition signed by CEO Nimesh H. Patel, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Paul M. Glenn presides over the case. Thames Markey &
Heekin, P.A., is the Debtor's legal counsel.
REGISTER COMMUNICATIONS: Taps Heritage as Marketing Consultant
--------------------------------------------------------------
Register Communications, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ
Heritage Capital Group as marketing consultant to assist it in
marketing and selling its Television Assets in aid of its
reorganization case.
Professional services to be rendered by Heritage are:
a. assist the Debtor preparing an investor presentation and
other marketing and information materials and distribute the
materials to potential purchasers, describing the client, its
business and financial condition;
b. assist the Debtor in identifying ad, subject to the prior
approval of the client, contact potential purchasers to ascertain
their interest in buying the Debtor's business.
c. advise and assist the Debtor in coordination and evaluating
indications of interest and proposals regarding a transaction and
the negotiation of the financial aspects, develop and execute an
auction with the Debtor's approval, and facilitating the
consummation of a transaction;
d. provide other financial advisory and investment banking
services reasonably necessary to accomplish the foregoing as
Consultant and the Debtor may mutually agree in writing, and
e. provide testimony and evidence in proceedings before the
Bankruptcy Court in furtherance of this Engagement, including to
obtain approval of this Agreement and approval of any Transaction.
Heritage Capital Group's transaction fee consists of:
a. 2% of the lesser of $10,000,000 or the amount of
Consideration paid by the Purchaser in the transaction; plus
b. 4% of the amount of Consideration paid by Purchaser in the
transaction in excess of $10,000,000.
Heritage Capital's time and expenses preparing for and attending
hearings will be in addition to the Transaction Fee and will be
billed a $450 per hour, plus expenses.
Daniel Edelman of Heritage Capital Group attests that he and his
firm are disinterested persons as that term is defined in 11 U.S.C.
Sec. 101(14), and represent or hold no interest adverse to the
interest of the estate with respect to the matters on which they
are to be employed.
The marketer can be reached through:
Daniel Edelman
Heritage Capital Group, Inc.
4417 Beach Boulevard, #302
Jacksonville, FL 32207
Phone: (904) 354-9600
About Register Communications
Register Communications, Inc., owns certain television broadcasting
assets, including related real estate.
Register Communications sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Ga. Case No. 15-52823) on Dec. 9,
2015. In its petition signed by Steve Latkovic, vice-president and
treasurer, the Debtor disclosed $4.26 million in assets and $8.66
million in liabilities.
Judge Austin E. Carter presides over the case.
McCallar Law Firm previously served as the Debtor's legal counsel.
The Debtor hired Victor Smith Law Group, P.A., Tanner Bishop, and
James, Bates, Brannan, Groover, LLC as special counsel.
REMARKABLE HEALTHCARE: Court Directs U.S. Trustee to Appoint PCO
----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has entered an agreed order denying
Motion to Waive and directing the U.S. Trustee to appoint a Patient
Care Ombudsman in bankruptcy cases of Remarkable Healthcare of
Carrollton, LP, and its affiliated debtors after consideration of
the Agreement and Stipulation of the Texas Health and Human
Services Commission, the U.S. Trustee and the Debtors.
Attorney for Texas Health and Human Services Commission:
J. Casey Roy, Esq.
Assistant Attorney General
Bankruptcy & Collections Division
P.O. Box 12548, MC-008
Austin, TX 78711-2548
Attorney for the United States Trustee for Region 6:
John Vardeman, Esq.
Trial Attorney
110 N. College Avenue, Suite 300
Tyler, Texas 75702
Phone: (903) 590-1450 x218
About Remarkable Healthcare
Remarkable Healthcare operates skilled nursing facilities in
Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable
facilities are designed to meet the needs of patients requiring
post-acute recovery and therapy or residents needing a longer-term
stay. Services are tailored to each individual with the goal of
facilitating increased strength and mobility while minimizing pain
and impairment. Remarkable's programs are designed to help
patients recover quickly from surgery, injury, or serious illness
and speed up the recovery process.
Remarkable Healthcare of Carrollton, LP and its affiliates filed
voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on
Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy
Code.
In the petitions signed by Laurie Beth McPike, president of LBJM,
LLC, its general partner, Remarkable Healthcare of Carrollton,
Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort
Worth and Remarkable Healthcare of Seguin, each had estimated $1
million to $10 million in both assets liabilities; and Remarkable
Healthcare had $100,000 to $500,000 in estimated assets and $1
million to $10 million in estimated liabilities.
Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the
Debtors' counsel.
The Office of the U.S. Trustee on March 19 appointed two creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Remarkable Healthcare of Carrollton, LP, and
its affiliates.
REVEREND C.T. WALKER: NY Property Not Part of Bankruptcy Estate
---------------------------------------------------------------
Appellant Reverend C.T. Walker Housing Development Fund Corporation
in the cases captioned REVEREND C.T. WALKER HOUSING DEVELOPMENT
FUND CORPORATION, Appellant, v. CITY OF NEW YORK and its Agencies,
NYC ECONOMIC DEVELOPMENT CORPORATION, 181 WEST 135TH LLC, NYCTL
1998-2 and 2015-A TRUSTS, BANK OF NEW YORK MELLON as Collateral
Agent and Custodian, Appellees, Case Nos. 1:17-cv-02323-FB,
1:17-cv-02438-FB (E.D.N.Y.) appeals from orders of the Bankruptcy
Court for the Eastern District of New York denying C.T. Walker's
motion to sell real property located at 181 West 135th Street in
New York City and granting its motion to lift the automatic stay
provided by 11 U.S.C. section 362. Senior District Judge Frederic
Block affirms both orders.
On April 4, 2017, the bankruptcy court issued two orders, one
denying the sale motion in the C.T. Walker Proceeding and the other
granting relief from the stay in the 181 West Proceeding. It
explained these decisions in a March 29, 2017 bench ruling.
As to the sale motion, the bankruptcy court held that, under New
York law, the Property was not part of C.T. Walker's bankruptcy
estate because the public auction extinguished C.T. Walker's equity
of redemption before C.T. Walker filed its bankruptcy petition.
As to the motion for relief from the stay, the bankruptcy court
reasoned that (1) 181 West had no equity in the bid deposit, its
sole asset, because it had failed to close on the Property; (2)
there would be no bankruptcy sale of the Property in the C.T.
Walker Proceeding; and (3) the bid deposit was not necessary for an
effective reorganization of 181 West. Walker timely appealed both
orders.
Under 11 U.S.C. section 541(a)(1), the bankruptcy estate includes
"all legal or equitable interests of the debtor in property as of
the commencement of the case." For the bankruptcy court to order a
sale under 11 U.S.C. section 363, the Property must qualify as
property of the estate under section 541. Applying New York law to
similar facts, the Second Circuit held in In re Rodgers that
property did not become part of the debtor's bankruptcy estate when
it was subject to a tax lien foreclosure auction before the
bankruptcy petition was filed. The Court is likely bound by the
Second Circuit's interpretation of state law. In any event, the
Court finds the Second Circuit's reasoning in Rodgers persuasive.
Here, C.T. Walker had no cognizable "legal or equitable interests"
in the Property at the time it filed the bankruptcy petition.
First, C.T. Walker lost any interest in the Property by operation
of the Judgment of Foreclosure and Sale. It explicitly provided
that "after the filing of [the] notice of pendency of this action,"
the foreclosure defendants -- including C.T. Walker -- were
"forever barred and foreclosed of all right, claim, lien, title,
interest and equity of redemption" in the Property. The notice of
pendency was filed on April 11, 2014. The Judgment of Foreclosure
extinguished any interest C.T. Walker had in the Property on that
date. C.T. Walker, therefore, had no legal or equitable interest in
the Property in July 2016, when it filed the bankruptcy petition.
Because the Property was not part of the bankruptcy estate, the
bankruptcy court did not err in denying the motion to sell the
Property.
The bankruptcy court also did not err by granting relief from the
automatic stay in the 181 West bankruptcy proceeding. Under 11
U.S.C. section 362(d)(2), after notice and hearing a bankruptcy
court can grant relief from a "stay of an act against property, if
-- (A) the debtor does not have equity in such property; and (B)
such property is not necessary to an effective reorganization."
"The bankruptcy court's decision on a motion to lift the automatic
stay is reviewable only for an abuse of discretion."
A full-text copy of Judge Block's Memorandum and Order dated March
5, 2018 is available at https://is.gd/8AdB2j from Leagle.com.
Reverend C.T. Walker Housing Development Fund Corporation,
Appellant, represented by Charles E. Simpson --
csimpson@windelsmarx.com -- Windels Marx Lane & Mittendorf LLP &
Edmund B. Troya -- etroya@windelsmarx.com -- Windels Marx Lane &
Mittendorf, LLP.
City of New York, and its Agencies & NYC Economic Development
Corporation, Appellees, represented by Gabriela P. Cacuci, Office
of the Corporation Counsel.
181 West 135th LLC, Appellee, represented by Arnold Mitchell Greene
-- amg@robinsonbrog.com -- Robinson Brog Leinwand Greene et al &
Lori A. Schwartz -- ls@robinsonbrog.com -- Robinson Brog Leinwand
Greene Genovese & Gluck.
NYCTL 1998-2 and 2015-A Trusts & Bank of New York Mellon, as
Collateral Agent and Custodian, Appellees, represented by Nickolas
Joseph Karavolas -- nkaravolas@phillipslytle.com -- Phillips Lytle
LLP.
About Reverend C.T. Walker Housing Development Fund
Reverend C.T. Walker Housing Development Fund Corp. operates its
business through Prestige Management, Inc., its proposed real
property management company. Since its formation in 1986, the
company has been in the business of providing affordable,
low-income housing for individuals and families at 179-183 West
135th Street, New York, New York.
Reverend C.T. Walker Housing Development Fund Corp. sought Chapter
11 protection (Bankr. E.D.N.Y. Case No. 16-43014) on July 7, 2016.
The petition was signed by Rev. Reginald L. Bachus, president.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
Judge Elizabeth S. Stong presides over the case.
The Debtor tapped Charles E Simpson, Esq. at the Windels Marx Lane
& Mittendorf, LLP as counsel.
RYNIC INC: Hires The Associates as Attorney
-------------------------------------------
Rynic Inc. seeks authority from the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, to employ
David Lloyd Merrill, Esq. of the law firm of The Associates as
attorney.
Professional services Mr. Merrill will render are:
a. give advice to the Debtor with respect to its power ad
duties as a debtor in possession and the continued management of
its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and the with the rules of the court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case.
d. protect the interest of the Debtor in all matters pending
before the court;
e. represent the debtor in negotiation with its creditors in
the preparation of a plan.
David Lloyd Merrill, Esq. of the law firm of The Associates attests
that neither nor the firm represent any interest adverse to the
Debtor, or the estate, and they are disinterested persons as
required by 11 U.S.C. Sec. 327(a).
The Attorney can be reached through:
David Lloyd Merrill, Esq.
The Associates
105 S Narcissus Ave, Suite 802
West Palm Beach, FL 33401
Phone: 561-877-1111
Fax: 772-409-6749
About Rynic, Inc.
Rynic, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
18-12477) on March 2, 2018. In the petition signed by Rite K.
Weller, president, the Debtor estimated at least $50,000 in assets
and $500,000 to $1 million in liabilities. The case is assigned to
Judge Paul G. Hyman, Jr. The Debtor is represented by David Lloyd
Merrill, Esq., at Merrill PA.
S&K MACHINEWORKS: Hires Allen, Allen & Foster, LLP as Accountant
----------------------------------------------------------------
S&K MachineWorks and Fabrications seeks authority from the U.S.
Bankruptcy Court for the Southern District of Alabama, Southern
Division, to employ Jeffrey Allen of Allen, Allen & Foster, LLP as
Debtor's accountant.
The professional services Jeffrey Allen will render are:
a. assist Debtor in preparing monthly and quarterly reports
required under the Chapter 11 Bankruptcy proceeding;
b. prepare income tax returns and required reports; and
c. assist Debtor in preparing additional financial records
required by the Debtor to evaluate and monitor his business
activities.
Mr. Allen will charge $190 per hour.
Jeffrey Allen, CPA of Allen, Allen and Forster, attests that he and
his firm are disinterested persons within the meaning of 11 U.S.C.
Sec. 101(14).
The accountant can be reached through:
Jeffrey Allen, CPA
Allen, Allen & Foster, LLP
2202 Main Street
Daphne, AL 36526
Phone: (251)626-9644
Fax: (251)626-9699
About S&K Machineworks
S&K Machineworks and Fabrication, Inc., a/k/a Coastal Industrial
Fabrication -- http://www.skmachineworks.com/-- offers CNC
machining, conventional machining, and fabrication services. These
services include pump repair, shaft repair, gear box rebuilding,
reclamation of mechanical parts associated with heavy equipment,
valve repair, and fabrication. The Company's facility is divided
into a CNC shop of 6,000 sq-ft., a conventional machine shop of
2,000 sq-ft., a fabrication shop of 20,000 sq-ft., a 2,400 sq-ft.
facility dedicated to all stainless steel fabrication work, a 2400
sq-ft. coating/painting shop, 1,200 sq-ft. of office space, and 800
sq-ft. chemical storage area. The Company is headquartered in Bay
Minette, Alabama.
S&K Machineworks and Fabrication sought Chapter 11 protection
(Bankr. S.D. Ala. Case No. 18-00543) on Feb. 12, 2018. In the
petition signed by Bill Kinggard, president, the Debtor had $1.83
million in total assets and $4.25 million in total liabilities.
The Debtor is represented by Irvin Grodsky, Esq. at Irvin Grodsky
P.C.
SBA COMMUNICATIONS: S&P Rates $3.45BB Sec. Credit Facility 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to Boca Raton, Fla.-based wireless tower operator
SBA Communications Corp. wholly owned subsidiary SBA Senior Finance
II LLC's proposed $3.45 billion of senior secured credit
facilities. The new facilities will consist of an upsized $1.25
billion revolving credit facility due 2023 (from $1.0 billion) and
$2.2 billion term loan B due 2025. The '2' recovery rating
indicates our expectation for substantial (70%-90%; rounded
estimate: 80%) recovery in the event of payment default. Net
proceeds from the term loan will be used to repay $245 million
outstanding under the existing revolver, repay $1.935 billion of
existing term loan debt, and pay $20 million of related
transactions fees and expenses.
As part of the transaction, the company is increasing the size of
the collateral pool for the bank credit facility with the addition
of approximately 1,449 unencumbered tower sites, which partially
offsets the increased amount of senior secured debt given the
higher value available to secured and unsecured creditors from the
additional tower sites. As a result, while recovery prospects for
secured and unsecured creditors are modestly reduced, there is no
change to the issue-level and recovery ratings on the company's
senior secured and unsecured debt.
S&P said, "Our 'BB-' corporate credit rating and stable outlook on
SBA Communications Corp. are unchanged since we do not expect the
transaction to materially affect the company's credit measures. We
expect adjusted debt to EBITDA will remain around 8x over the next
couple years as EBITDA growth and free operating cash flow
generation are offset by acquisition and share repurchase
activity."
RATINGS LIST
SBA Communications Corp.
Corporate Credit Rating BB-/Stable/--
New Rating
SBA Senior Finance II LLC
Senior Secured
$1.25 bil. revolver due 2023 BB
Recovery Rating 2 (80%)
$2.2 bil. term loan B due 2025 BB
Recovery Rating 2 (80%)
SEVEN TOWER: Taps Ciardi Ciardi as Legal Counsel
------------------------------------------------
Seven Tower Bridge Associates seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire
Ciardi Ciardi & Astin, PC, 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:
Albert Ciardi, III Attorney $515
Jennifer McEntee Attorney $350
Daniel Siedman Attorney $300
Stephanie Frizlen Paralegal $120
Albert Ciardi, III, Esq., a partner at Ciardi, disclosed in a court
filing that he and other members of the firm do not hold any
interests adverse to the Debtor's estate.
The firm can be reached through:
Albert A. Ciardi, III, Esq.
Jennifer E. Cranston, Esq.
Ciardi Ciardi & Astin, PC
One Commerce Square
2005 Market Street, Suite 3500
Philadelphia, PA 19103
Tel: (215) 557-3550
Fax: 215-557-3551
E-mail: aciardi@ciardilaw.com
E-mail: jcranston@ciardilaw.com
About Seven Tower Bridge Associates
Seven Tower Bridge Associates 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 110 Washington Street Conshohocken,
Pennsylvania.
Seven Tower Bridge Associates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11903) on March
22, 2018. In the petition signed by Donald W. Pulver, president of
Seven Oliver Tower Corp., the Debtor estimated assets and
liabilities of $10 million to $50 million. Judge Jean K. FitzSimon
presides over the case.
SHEARER'S FOODS: S&P Affirms B- Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Massillon, Ohio-based Shearer's Inc. The outlook is stable.
S&P said, "We are also affirming our existing 'B-' issue-level
ratings on the company's senior secured $750 million ($734.8
million outstanding) first-lien term loan maturing in 2021 which
now includes the proposed $235 million add-on. The '3' recovery
rating is unchanged, indicating our expectations for meaningful
(50% to 70%, rounded estimate 55%) recovery in the event of a
payment default. We will withdraw our ratings on the company's $235
million senior notes due 2019 once they are repaid.
"We are also affirming our 'CCC' issue-level rating on the
company's existing $225 million second-lien senior secured term
loan maturing in 2022. The recovery ratings remain '6', indicating
our expectations for negligible (0% to 10%, rounded estimate 0%)
recovery in the event of a payment default.
"We estimate the company had $2.0 billion of adjusted debt
outstanding as of December 2017."
The ratings are based on preliminary terms and are subject to
review upon receipt of final documentation.
S&P said, "The affirmation reflects our expectation for leverage to
remain above 8x (excluding preferred stock) and for EBITDA to cash
interest coverage to remain below 2x through 2018, despite
approximately $6 million a year in annual savings from this
refinancing. Leverage including the preferred stock (which we
consider debt) is roughly 16x by our estimate. The refinancing
transaction is also favorable as it extends the company's earliest
maturity to 2021. The company also extended its $125 million
asset-backed lending (ABL) facility to 2023.
"S&P Global Ratings' outlook is stable, reflecting our expectation
that Shearer's will begin generating positive free operating cash
flow again in 2018 and apply some excess cash flow towards debt
reduction. We expect debt leverage will remain elevated given the
company's significant debt obligations and ownership by financial
sponsors, but that the company will maintain adequate liquidity and
cash interest coverage above 1.5x.
"We could consider a downgrade if the company's operating
performance does not improve and capital expenditures remain high,
leading to sustained negative free operating cash flow, with the
potential to constrain liquidity and EBITDA-to-cash interest
coverage declining to below 1.2x. This could result from continued
manufacturing inefficiencies, higher input costs that the company
cannot offset, or a loss of key customers resulting in reduced
revolver availability. In addition, if leverage increases beyond
our base case forecast to levels we view as unsustainable, we could
lower the ratings.
"We could raise the rating if the company can improve EBITDA,
sustain positive free operating cash flow, and repay debt and
EBITDA to cash interest above 2x. We believe this could occur if
the company restores at least low- to mid-single-digit revenue
growth and EBITDA margin above 10%."
SPANISH BROADCASTING: Suspends Trading in Its Series B Pref. Stock
------------------------------------------------------------------
Spanish Broadcasting System, Inc. said in a press release that
certain transfers of the Company's outstanding 10 3/4% Series B
Cumulative Exchangeable Redeemable Preferred Stock may, when
attempted, have had no effect as a legal matter and were void and
remain void March 26, 2018. As a result, there are genuine
questions regarding valid ownership, or good title, to these
shares. The Company, on March 26, 2018, requested that The
Depository Trust Company suspend trading in the Series B Preferred
Stock pending the resolution of who validly owns these shares and
is considering possible additional steps to protect the lawful
owners of its Series B Preferred Stock and innocent parties from
ineffective and possibly fraudulent transfers of those shares,
among other things.
Background
On Nov. 2, 2017, certain purported holders of the Series B
Preferred Stock filed a lawsuit against the Company in the Delaware
Court of Chancery, claiming to represent approximately 94% of the
outstanding shares of the Series B Preferred Stock and alleging
violations by the Company of the Certificate of Designations under
which the Series B Preferred Stock was issued, among other things,
which the Company has vigorously denied. As the Company has
previously disclosed, if the facts alleged in the Complaint are
correct, which the Company has not conceded, then the collective
ownership of the outstanding Series B Preferred Stock by non-U.S.
entities would, without giving effect to provisions contained in
Article X of the Third and Amended Certificate of Incorporation of
the Company, exceed 63% of the outstanding Series B Preferred
Stock. This ownership would result in a violation of Section
310(b)(4) of the Communications Act of 1934, as amended, which
limits to 25%, as calculated according to applicable regulations
promulgated under the Act, the indirect foreign ownership of
Federal Communications Commission broadcast licensees and would
also violate Article X of the Charter, which restricts foreign
ownership in the Company to not more than 25% of the aggregate
number of shares of the Company's capital stock outstanding in any
class or series entitled to vote on any matter. In addition, it
appears that certain of these transactions, if given effect, would
have required the prior approval of the FCC of foreign ownership in
excess of the 25% limit set forth in the Act.
Company Request for Information
On Nov. 28, 2017, the Company requested by letter to these
purported holders and their counsel the information required from
them on an urgent basis so the Company could comply with its
statutory obligations under the Act and advise the FCC regarding
the extent of its indirect foreign ownership holdings, and so the
Company could definitively determine the ownership of the Company's
Series B Preferred Stock. On that date, the Company also filed
with the Securities and Exchange Commission a Current Report on
Form 8-K summarizing the information request and the potential
consequences of having excessive foreign ownership of the Series B
Preferred Stock. In addition, the Company filed a petition for a
declaratory ruling with the FCC on Dec. 4, 2017 seeking FCC
approval to exceed temporarily the 25% indirect foreign ownership
limit while the Company takes steps to comply with the Act. The
FCC responded, in part, by directing that additional information
must be disclosed to the FCC regarding the identities of the
purported holders of the Series B Preferred Stock. To date, these
purported holders of the Series B Preferred Stock have not provided
all of the information requested by the Company. The FCC has
granted the Company an extension to
April 27, 2018 to provide the FCC with the required information.
Because the Company has not received the necessary information from
the purported holders, it cannot at present identify the extent of
its foreign ownership or determine which investors have valid title
to the Company's Series B Preferred Stock and which do not.
Charter Provisions
Section 10.2 of the Charter provides that, except as otherwise
provided by law, not more than 25% of the aggregate number of
shares of capital stock of the Company outstanding in any class or
series entitled to vote on any matter before a meeting of the
stockholders of the Company shall at any time be held for the
account of non-US individuals or entities, or their
representatives, or for the account of any corporation organized
under the laws of a foreign country. In addition, the last
paragraph of Article X of the Charter provides that any transfers
of the Company's equity securities that would either violate (or
would result in a violation of) the Act or that required prior FCC
approval are "ineffective." As a result, those transfers that
required prior FCC approval that was not obtained or, if given
effect, would result in a violation of the Act, including the
foreign ownership limitations set forth in the Act, were
ineffective and void by operation of the Charter, and are therefore
deemed to have never occurred.
Updating and Clarifying Certain Information
"The Company is updating the market, by this press release, to
clarify that, while certain of its Series B Preferred Stock may
have been transferred to non-U.S. entities, it has not yet issued
foreign share certificates evidencing such stock. In addition,
previous to this date, the Company had not yet suspended trading in
the Series B Preferred Stock, despite the Company's stated intent
to do so in the Current Report on Form 8-K. The Company is also
clarifying that the suspension of the rights of the holders of the
Series B Preferred Stock that was disclosed in the Current Report
on Form 8-K suspends such stockholders' rights to the extent
permitted by Delaware law, except that it permits such stockholders
to transfer their shares to citizens of the United States, but only
to the extent that such stockholders lawfully owned their
respective shares of Series B Preferred Stock. To the extent that
an entity or individual purported to acquire Series B Preferred
Stock in a transaction that required prior FCC approval or, if
given effect, would have placed the Company in violation of foreign
ownership restrictions set forth in the Act, by operation of the
Charter, that entity or individual does not lawfully own the Series
B Preferred Stock at issue and may not lawfully transfer it."
About Spanish Broadcasting System
Spanish Broadcasting System, Inc. --
http://www.spanishbroadcasting.com/-- owns and operates 17 radio
stations located in the top U.S. Hispanic markets of New York, Los
Angeles, Miami, Chicago, San Francisco and Puerto Rico, airing the
Spanish Tropical, Regional Mexican, Spanish Adult Contemporary, Top
40 and Latin Rhythmic format genres. SBS also operates AIRE Radio
Networks, a national radio platform which creates, distributes and
markets leading Spanish-language radio programming to over 300
affiliated stations reaching 94% of the U.S. Hispanic audience.
SBS also owns MegaTV, a television operation with over-the-air,
cable and satellite distribution and affiliates throughout the U.S.
and Puerto Rico. SBS also produces live concerts and events and
owns multiple bilingual websites, including www.LaMusica.com, an
online destination and mobile app providing content related to
Latin music, entertainment, news and culture.
Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, stating that the 12.5% Senior Secured
Notes had a maturity date of April 15, 2017. Cash from operations
or the sale of assets was not sufficient to repay the notes and
other short term obligations when they became due, which resulted
in significant liquidity requirements on the Company that raise
substantial doubt about its ability to continue as a going
concern.
As of Sept. 30, 2017, Spanish Broadcasting had $434.5 million in
total assets, $563.7 million in total liabilities and a total
stockholders' deficit of $129.2 million. Spanish Broadcasting
reported a net loss of $16.34 million for the year ended Dec. 31,
2016, compared to a net loss of $26.95 million in 2015.
* * *
In May 2017, S&P Global Ratings withdrew its 'D' corporate credit
rating and issue-level ratings on Spanish Broadcasting System. "We
withdrew the ratings because we were unlikely to raise them from
'D', based on SBS' ongoing plans to restructure its debt," said S&P
Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS
to 'D' on April 21, 2017, following the company's announcement that
it didn't repay its $275 million 12.5% senior secured notes that
were due April 15, 2017, as reported by the TCR on May 25, 2017.
In April 2017, Moody's Investors Service downgraded SBS's corporate
family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family
rating reflects an elevated expected loss rate following the
recently announced default under the company's 12.5% senior secured
notes due April 2017.
SPARK TRADING: SEC Freezes Assets Over Ponzi Scheme Charges
-----------------------------------------------------------
The Securities and Exchange Commission on March 23, 2018, announced
charges and a preliminary injunction and asset freeze against Niket
Shah, a New Jersey resident who stole more than $250,000 in a Ponzi
scheme in which his friends and coworkers invested.
Based on investor complaints, the SEC moved quickly to investigate
and charge Shah. According to the SEC's complaint, unsealed on
March 22, 2018, in federal court in Brooklyn, New York, Shah used
Spark Trading Group, LLC to defraud more than 15 investors into
contributing hundreds of thousands of dollars to two funds that
Shah marketed. Shah obtained investments for the funds by lying
about his success as a trader, Spark Trading's returns, and how he
intended to use investors' money, including altering financial
statements to make the funds appear profitable when they were
actually losing money. For instance the complaint alleges that Shah
promised investors he would pay them monthly returns and guaranteed
against losses. According to the complaint, Shah misused investor
money for his own benefit and suffered substantial losses on the
amounts actually invested. When investors sought their money back,
he lied and said the money had been frozen by government agencies,
including the Commission.
"Fraudsters who swindle their friends and colleagues using doctored
financial statements and outright lies should expect the Commission
and its staff to act swiftly and decisively, as we have here
today," said Melissa Hodgman, Associate Director of the SEC's
Enforcement Division.
The SEC's Complaint charges Spark Trading and Shah with violations
of the antifraud provisions of the federal securities laws. The SEC
is seeking return of allegedly ill-gotten gains with interest and
civil money penalties.
A court hearing was held on March 23, 2018, on the SEC's complaint
and requested relief at which the Honorable Brian M. Cogan granted
the SEC's request for a preliminary injunction, asset freeze, order
against the destruction of documents, and an accounting. The court
had previously issued a March 12, 2018, temporary asset freeze
against Spark Trading and Shah, and ordered them to provide an
accounting of all money received from investors.
The SEC's investigation, which is continuing, has been conducted by
W. Bradley Ney, D. Ashley Dolan, and J. Ashley Ebersole in the
SEC's Washington, D.C. office and supervised by Melissa Robertson.
The litigation will be led by Kenneth J. Guido, W. Bradley Ney, and
J. Ashley Ebersole, under the supervision of Fred Block. The SEC
would like to thank the Nadex Exchange for its substantial
assistance in connection with this investigation.
ST. JOSEPH ENERGY: S&P Assigns Prelim. 'BB' Rating on Term Loan B
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' preliminary
issue-level rating to St. Joseph Energy Center's $407.7 million
term loan B and $41 million revolving credit facility. The outlook
is stable. The preliminary recovery rating is '1', reflecting S&P's
expectation of very high (90%-100% rounded estimate: 95%) recovery
in the event of default.
St. Joseph Energy Center is a 709 megawatt (MW) natural gas-fired
combined cycle generation facility located in New Carlisle, Ind. in
the American Electric Power (AEP) zone in PJM. The 'BB' preliminary
rating reflects the plant's low leverage relative to peers, high
cash flow stability during the first five years, and low cost of
producing electricity.
S&P said, "The stable outlook reflects our view that St. Joseph
Energy Center will achieve commercial operations date in March 2018
and experience no major operations issues with ramp up. We expect
operational performance to be in line with the technical
consultant's forecast and capacity prices in 2021/2022 to clear at
least $100/MW-day. We anticipate the debt service coverage ratios
(DSCR) during the next 12 months to be greater than 2x, with a
minimum DSCR of 1.74x over the life of the project.
"We could lower the rating if the project were unable to maintain a
minimum DSCR of 1.5x on a consistent basis. This could stem from
the deterioration of energy margins possibly caused by lower power
demand or continued low commodity prices. We could also revise the
outlook or lower the ratings if the project experienced unexpected
operational issues that require an extensive unforced outage.
"While unlikely in the near term, we could raise the ratings if we
expected the project to maintain a minimum base case DSCR greater
than 2x in all years, including during the post-refinancing period.
This could stem from secular improvement in power and capacity
prices in PJM and the continuation of procuring inexpensive natural
gas feedstock."
STONE CONNECTION: Hires KW Commercial as Real Estate Broker
-----------------------------------------------------------
Stone Connection, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, to
employ KW Commercial, the commercial arm of Keller Williams Realty
Atlanta Partners, as broker.
Debtor is headquartered in Norcross, with offices, a warehouse, and
a distribution center at 3045 Business Park Drive, Norcross,
Georgia 30071. As part of its restructuring efforts, Debtor has
determined in its business judgment that a sale of the Warehouse is
in the best interest of creditors and the estate.
The Broker will receive a commission of 4% of the sale price.
Craig J. Meyer, principal of KW Commercial, attests that the Broker
is not a creditor, an equity security holder, or an insider of
Debtor and does not have an interest materially adverse to the
interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, or in connection with, or interest in Debtor, or for any other
reason.
The broker can be reached through:
Craig J. Meyer
KW Commercial
3325 Paddocks Parkway, #150
Suwanee, GA 30024
Phone: 678-341-2900
Fax: 678-341-2901
About Stone Connection
Founded in 1999, Stone Connection, Inc. --
https://www.stoneconnectionatlanta.com/ -- is a direct importer of
marble and granite for homeowners and contractors in the Atlanta
metro area, including the communities of Roswell, Alpharetta, Sandy
Springs, and more. Its 30,000 sq/ft warehouse and showroom in
Norcross, Georgia have more than 300 individual types and colors of
granite.
Stone Connection filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 18-51440) on Jan. 30, 2018. In the petition signed by CEO
Eugene Steyn, the Debtor estimated assets and liabilities at $1
million to $10 million. The case is assigned to Judge Barbara
Ellis-Monro. The Debtor is represented by Frank G. Nason, IV,
Esq., at Lamberth, Cifelli, Ellis & Nason, P.A.
TARA RETAIL: Bankruptcy Court Approves Compromise with Elswick
--------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia issues a memorandum opinion
restating its justification for approving Tara Retail Group, LLC's
resolution of its objection to The Elswick Co., LLC d/b/a Anytime
Fitness' proof of claim.
On Feb. 14, 2018, the court entered an order approving the
resolution of a disputed claim filed in this case by Elswick. On
Feb. 26, 2018, COMM 2013 CCRE12 Crossings Mall Road, LLC, filed a
notice of appeal of the court's order.
On Feb. 13, 2018, the court convened a telephonic hearing to
consider, among other things, the Debtor's proposed compromise with
Elswick and Comm2013's objection thereto. At the conclusion of the
hearing, the court rejected the arguments made by Comm2013 that
mirrored those it made in opposition of the Debtor's compromise
with Dollar Tree. As the court noted, it previously disposed of
those arguments in its memorandum opinion approving the Debtor's
compromise with Dollar Tree, and it did not see any good cause to
revisit its decision in that regard. The court, therefore,
incorporates by reference its analysis regarding those two issues
and focuses here solely on the new argument advanced by Comm2013 in
opposition to the Debtor's proposed compromise with Elswick.
Comm 2013 asserts that the Debtor's proposed compromise with
Elswick constitutes the unauthorized use of its cash collateral. At
bottom, Comm2013 asserts that it has a security interest in rents
not yet owed and unpaid such that the Debtor recognizing Elswick's
right to recoupment violates its rights in the prospective cash
collateral. The Debtor, on the contrary, contends that Comm2013's
rights in its collateral can only be as great as the Debtor's
interest in that property.
Having considered the parties' respective arguments on the issue,
the court agrees with the Debtor. As the court noted in its order
granting the Debtor's compromise with Elswick, Comm2013's security
interest only encumbers the Debtor's property interest in rents
received by the Debtor. To the extent the Debtor anticipates
receiving rent in the future, from Elswick or a substitute tenant,
Comm2013's security interest will likewise encumber that rent once
paid to the Debtor; the collateral is limited to only that which
the Debtor receives and possesses. The Debtor's assignment of rents
does not, for instance, give Comm2013 standing to bring a civil
action against Elswick or another tenant in the event of a breached
lease. Rather, Comm2013 simply possesses a security interest in the
collateral identified in its agreement with the Debtor, which
includes rents received from tenants. To the extent prospective
rent is subject to Elswick's right of recoupment, that right is
superior to Comm2013's collateral interest such that the Debtor's
proposed settlement with Elswick does not constitute the
unauthorized use of Comm2013's cash collateral.
The bankruptcy case is in re: TARA RETAIL GROUP, INC., dba Tara
Hotel Group, LLC, Chapter 11, Debtor, Case No. 17-bk-57 (Bankr.
N.D.W.Va.).
A full-text copy of Judge Flatley's Memorandum Opinion dated March
7, 2018 is available at https://is.gd/rQFMZB from Leagle.com.
Tara Retail Group, LLC, Debtor, represented by Thomas H. Ewing --
tewing@kaycasto.com -- Kay Casto & Chaney PLLC, Thomas H. Fluharty
& Steven L. Thomas -- sthomas@kaycasto.com -- Kay, Casto & Chaney.
United States Trustee, U.S. Trustee, represented by David Lawrence
Bissett -- david.l.bissett@usdoj.gov -- U.S. Trustee's Office.
About Tara Retail
Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger. The
Company is headed by businessman Bill Abruzzino. The Crossings
Mall has been closed and inaccessible to the public since massive
floods swept through West Virginia on June 23, 2016.
On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.
To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
17-00057) on Jan. 24, 2017. The petition was signed by William A.
Abruzzino, managing member. The case judge is the Hon. Patrick M.
Flatley. The Debtor estimated assets and debt of $10 million to
$50 million.
The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC as bankruptcy counsel.
TOWN CENTER FLATS: 6th Cir. Upholds Ruling on Redemption Extension
------------------------------------------------------------------
In the appeals case captioned TOWN CENTER FLATS, LLC, Debtor. TOWN
CENTER FLATS, LLC, Appellant, v. ECP COMMERCIAL II LLC, Appellee,
No. 17-1577 (6th Cir.), the U.S. Court of Appeals, Sixth Circuit,
affirms the bankruptcy court's judgment that parties to foreclosure
sale, even a judicial one, may extend the redemption period by
agreement.
The bankruptcy court concluded that under Michigan law, parties
could agree to extend the redemption period, even for a judicial
foreclosure. It then found that the parties had extended the
redemption period to Dec. 4, 2009, and that the $32,500 in payments
that Town Center manager Vincent DiLorenzo gave to Fox Brothers
Company that day were intended to redeem the property. In other
words, the quit-claim deed did not--and could not--operate to
transfer the property from Fox Brothers to Town Center Development
because Town Center Flats redeemed the property. And that property
remains subject to Keybank National Association's mortgage
interest. The district court affirmed.
The bankruptcy court correctly found that parties may agree to
extend the redemption period following a Michigan foreclosure sale,
even when the period is set by a state court judgment. The
bankruptcy court accorded full faith and credit to the Michigan
court's judgment.
Michigan provides for a three-step process for a judicial
construction lien foreclosure, the type of foreclosure that Fox
Brothers carried out. First, a court must enter a judgment
authorizing a foreclosure sale. Second, after the foreclosure sale,
that court must enter an order confirming the sale and setting a
redemption period. Under the statute, the redemption period "shall
not exceed 4 months." Finally, if redemption does not occur, the
court must enter a "final order directing the distribution of all
of the funds obtained from the foreclosure sale in accordance with
the priorities of the parties as determined by the court." No
further action is required by the court if redemption occurs.
The bankruptcy court did not clearly err when it found that the
parties had extended the redemption period to Dec. 4, 2009 and that
the $32,500 payment operated as a redemption. A lower court clearly
errs only if "we are left with the definite and firm conviction
that a mistake has been committed." No "definite and firm
conviction" exists here.
The bankruptcy court's finding that the parties extended the
redemption deadline to Dec. 4, 2009 is well-supported by the
record. The bankruptcy court heard testimony from Fox Brothers'
attorney in the foreclosure litigation that Fox Brothers had agreed
to extend the redemption period to Dec. 4. DiLorenzo, though
claiming not to know whether the redemption period had been
extended, likewise testified that he understood he needed to pay
Fox Brothers $32,500 by Dec. 4 or Town Center Flats and Town Center
Development would "never [] get the property back."
Nor did the bankruptcy court clearly err when it found that the
$32,500 paid by DiLorenzo to Fox Brothers was a redemption, not a
sale. The bankruptcy court pointed to testimony from Fox Brothers'
attorney that she prepared "the actual original quit-claim deed []
to exchange for the redemption funds." She explained that the
quit-claim deed said "full consideration of [$32,378.90]," the
amount on the foreclosure. An expert witness also testified on
behalf of ECP Commercial that quit-claim deeds are used to convey
titles following a redemption (and to address title defects),
rather than for a sale.
A full-text copy of the Sixth Circuit's Opinion dated March 7, 2018
is available at https://is.gd/55lxgY from Leagle.com.
About Town Center Flats
Town Center Flats, LLC, based in Shelby Township, MI, filed a
Chapter 11 petition (Bankr. E.D. Mich. Case No. 15-41307) on Jan.
31, 2015. The petition was signed by Vincent Di Lorenzo,
principal. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities. The Hon. Walter Shapero
presides over the case. Robert N. Bassel, Esq., serves as
bankruptcy counsel to the Debtor.
TOYS R US: MGA CEO Larian's GoFundMe Campaign Raises $250M
----------------------------------------------------------
Isaac Larian, chief executive of MGA Entertainment, the owner of
Little Tikes brand, has launched a "Save Toys R Us" GoFundMe
campaign to round up funding to save Toys R Us.
According to Jaclyn Cosgrove, writing for the Los Angeles Times,
Mr. Larian has pledged $100 million of his own money and said he
has another $100 million from other undisclosed large investors.
The report notes that as of the afternoon of March 27, the GoFundMe
campaign has attracted a little over 1,600 people who have donated
$49,000.
Mr. Larian has announced he was starting a campaign to raise $1
billion to save Toys R Us after its decision to close its 735
stores in the U.S. after it could not agree with its creditors on a
restructuring plan. Liquidation sales started at all U.S. stores
on March 23.
According to the LA Times report, Mr. Larian didn't deny that the
GoFundMe campaign was a bit of a publicity stunt, but said, "And
what's wrong with that?" He added that since news broke about the
campaign late last week he has heard from other large private
investors who feel that Toys R Us is worth saving.
"They have not come and said, 'I'm going to give you $100 million
or $50 million,' but these are very, very high net worth
individuals who for them to write a check for $300 million or $400
million is not a problem," Mr. Larian said, according to the
report.
The LA Times notes Toys R Us has been a testing ground for large
toymakers too, and accounts for about 18% to 20% of MGA sales.
The LA Times relates Mr. Larian declined to be specific about how
he would operate the stores if he controlled them but hinted at
something similar. "It's not just about selling toys -- it's an
experience, and unfortunately, during the past several years when
this company was controlled by private equity (companies), not much
has been spent to make these stores interactive," he said. "You
don't have to pay $110 to go to Disneyland. You can come to Toys R
Us near you."
According to the LA Times, restructuring adviser Larry Perkins
said: "I'm familiar with virtually all the professionals that are
working on the case. The investment bankers are some of the best in
the world. If this was a viable alternative, I think they would
have uncovered this stone." Mr. Perkins is chief executive of
SierraConstellation Partners in Los Angeles.
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
TRIPOLIS TAXI: Taps Wisdom Professional as Accountant
-----------------------------------------------------
Tripolis Taxi Corp. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Wisdom Professional
Services Inc. as its accountant.
The firm will assist the Debtor in the preparation of its monthly
operating reports, and will review bank statements and other
financial documents.
WPS will charge $300 per hour for its services. The firm received
an initial retainer in the sum of $2,000.
Michael Shtarkman, a certified public accountant employed with WPS,
disclosed in a court filing that his firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Shtarkman
Wisdom Professional Services Inc.
2546 East 17th Street
Brooklyn, NY 11235
Phone: +1 718-554-6672
About Tripolis Taxi Corp.
Tripolis Taxi Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41344) on March 12,
2018. In the petition signed by John Janetos, president, the
Debtor disclosed that it had estimated assets and liabilities of
less than $1 million. Judge Nancy Hershey Lord presides over the
case. The Law Offices of Alla Kachan, P.C. is the Debtor's
bankruptcy counsel.
TWO SISTERS: Hires Hood & Bolen as Bankruptcy Counsel
-----------------------------------------------------
Two Sisters' Holding, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Mississippi to hire the law firm
of Hood & Bolen, PLLC, to represent it in this Chapter 11 case and
all related matters, actions, suits, disputes, negotiations,
consultations, hearings, trials, meetings, conferences, etc.
involved in this case including performing all legal services
necessary or that may become necessary in this proceeding.
Hood & Bolen's hourly rates are;
Partners $300
Associates $200
Senior paralegals $125
Junior paralegals $85
R. Michael Bolen, partner in the law firm of Hood & Bolen, PLLC,
attests that his firm has no connections with the creditors; any
other party in interest, their attorneys or accountants; or with
the U. S. Trustee, or any of the employees of the U. S. Trustee.
The counsel can be reached through:
R. Michael Bolen, Esq.
HOOD & BOLEN, PLLC
3770 Hwy. 80 West
Jackson, MS 39209
Tel: (601)923-0788
E-mail: rmb@hoodbolen.com
About Two Sisters' Holding
Based in Jackson, Mississippi, Two Sisters' Holding, LLC filed a
Chapter 11 petition (Bankr. S.D. Miss. Case No. 18-00728) on Feb.
27, 2018, estimating under $1 million in both assets and
liabilities. The case is assigned to Judge Edward Ellington. R.
Michael Bolen at Hood & Bolen, PLLC, is the Debtor's counsel.
ULTRA PETROLEUM: S&P Cuts Senior Unsecured Debt Rating to 'B+'
--------------------------------------------------------------
S&P Global Ratings said that it revised the recovery rating to '3'
from '2' on U.S.-based exploration and production company Ultra
Petroleum Corp.'s senior unsecured debt. As a result, S&P also
lowered its issue-level rating on the debt to 'B+' from 'BB-'. The
'3' recovery rating indicates its expectation of meaningful (50% to
70%; rounded estimate: 65%) recovery in the event of default.
The 'BB' issue-level and '1' recovery ratings on the company's
secured first-lien debt, and the 'B+' corporate credit rating are
unchanged. The outlook remains stable.
The lower issue-level rating and revised recovery rating reflects
an updated estimate of recovery prospects based on its lower
year-end 2017 PV-10 reserve valuation. The lower value incorporates
the company's shift from vertical to horizontal development.
RATINGS LIST
Ultra Petroleum Corp.
Corporate credit rating B+/Stable/--
Issue-Level Rating Lowered; Recovery Rating Revised
To From
Ultra Petroleum Corp.
Senior Unsecured BB- B+
Recovery Rating 3(65%) 2(85%)
US SILICA: S&P Puts 'B' CCR on Watch Positive on EP Minerals Deal
-----------------------------------------------------------------
Frederick, Md.-based industrial and hydraulic fracturing (frac)
sand producer U.S. Silica announced a definitive agreement to
acquire U.S.-based specialty minerals producer EP Minerals LLC for
$750 million. U.S. Silica plans to obtain a $1.28 billon term loan
B to finance the acquisition and refinance $511 million of
outstanding debt.
S&P Global Ratings placed its ratings on Frederick, Md.-based
industrial and hydraulic fracturing (frac) sand producer U.S.
Silica Co., including the 'B' corporate credit rating and 'B+'
issue-level rating on the senior secured facility, on CreditWatch
with positive implications.
S&P said, "At the same time, we placed our ratings on U.S.-based
specialty minerals producer EP Minerals LLC, including the 'B'
corporate credit rating, 'B' issue-level rating on the first-lien
credit facility, and 'CCC+' issue-level rating on the second-lien
term loan, on CreditWatch with positive implications."
Both CreditWatch listings follow U.S. Silica's announcement that it
will acquire EP Minerals for a total consideration of $750 million.
U.S. Silica plans to fund the acquisition and refinance its debt,
including the $489 million of outstanding term loan debt with a new
$1.28 billion term loan (unrated). The transaction is expected to
close in the second quarter of 2018.
S&P said, "The CreditWatch placement with positive implications
indicates we could affirm or raise the ratings after we review the
transaction. We expect to resolve the CreditWatch within 90 days,
after reassessing U.S. Silica's competitive position and
expectations for credit measures."
VAUGHAN COMPANY: Lankfords' Notice of Appeal Untimely, Court Rules
------------------------------------------------------------------
Appellants in the appeals case captioned DAVID LANKFORD and LEE ANN
LANKFORD, Appellants, v. JUDITH A. WAGNER, Chapter 11 Trustee of
the Bankruptcy Estate of the Vaughan Company Realtors, Appellee,
Appeal No. 1:18-cv-00037 WJ/KRS (D.N.M.) filed a motion for leave
to file surreply, motion to vacate memorandum opinion and order
dismissing appeal as untimely, as void per 60(b)(4) and (c)(1), and
an objection to denying motion to vacate injunction. Chief District
Judge William P. Johnson denied the motions.
Appellants filed their Notice of Appeal with the United States
Bankruptcy Court, District of New Mexico, on Jan. 4, 2018.
Appellants appealed to the Court Bankruptcy Judge Robert
Jacobvitz's Memorandum Opinion and Order Denying Motion to Vacate
Void Judgments Per Rule 60(b)(4). Because it appeared that the
Notice of Appeal was filed late, the Court issued an Order to Show
Cause Why the Appeal Should Not Be Dismissed as Untimely.
Appellants responded, and on Feb. 1, 2018, the Court entered a
Memorandum Opinion and Order Dismissing this Appeal as Untimely
(the "MOO"). On Feb. 16, 2018, Appellants filed a notice of appeal
of the judgment dismissing this appeal as untimely. The United
States Court of Appeals for the Tenth Circuit abated the appeal
pending resolution of the post-judgment motions.
In their motion to vacate, Appellants appear to argue that since
there is no time limit to file a Rule 60(b)(4) motion in bankruptcy
court, there is no time limit to appeal the denial of such motion.
Appellants raised the same argument in their response to the Order
to Show Cause, and Appellants have not raised any relevant fact or
issue that the Court may have missed. Appellants also did not
provide any additional facts or reasons why the Notice of Appeal
was in fact timely. Therefore, for the reasons stated in the MOO,
the Court concludes that the Notice of Appeal was untimely.
Appellants also appear to argue that they are not appealing
Bankruptcy Judge Robert Jacobvitz's Memorandum Opinion and Order
Denying Motion to Vacate Void Judgments per Fed. R. Civ. P.
60(b)(4). Rather, they state that they are simply appealing
Bankruptcy Judge Robert Jacobvitz's issuance of orders without
jurisdiction or authority. However, in their Notice of Appeal,
Appellants identify that Memorandum Opinion as the order appealed
from. Therefore, this argument is not well taken.
Appellants request leave to file a surreply and attached the
surreply to their motion. In the Order to Show Cause, the Court
allowed Appellants to respond and allowed the Appellee to reply.
The MOO was entered prior to the filing of the motion for surreply.
Therefore, the motion to file surreply is moot and should be
denied. Moreover, after reviewing the surreply, the Court concludes
that the surreply did not put forth any new or relevant argument,
and therefore the Appellants are not prejudiced.
Appellants also argue that the Court should vacate a permanent
injunction restricting the Appellants from filing certain pleadings
in the United States District Court, District of New Mexico. This
injunction was entered in another case before this Court, after
notice and an opportunity to object. The arguments raised by the
Appellants are not materially different from those in Appellants'
response to the order to show cause in that case. Moreover,
Appellants did not appeal the injunction to the Tenth Circuit. In
this case, the Court clarified that the injunction did not apply to
this appeal because the injunction did not clearly foreclose the
Appellants' rights to appeal to this Court motions filed in
bankruptcy court prior to the injunction. However, the Court will
not vacate that injunction in this Appeal, especially since
Appellants' objections were already considered.
A full-text copy of Judge Johnson's Memorandum Opinion and Order
dated March 6, 2018 is available at https://is.gd/eR1ERd from
Leagle.com.
David Lankford, Appellant, pro se.
Lee Ann Lankford, Husband and Wife, Appellant, pro se.
Judith A. Wagner, Chapter 11 Trustee of the Bankruptcy Estate of
the Vaughan Company, Realtors, Appellee, represented by James A.
Askew -- jaskew@askewmazelfirm.com -- Askew & Mazel, LLC, Daniel A.
White -- dwhite@askewmazelfirm.com -- Askew & Mazel, LLC & Edward
A. Mazel -- emazel@askewmazelfirm.com -- Askew & Mazel, LLC.
About The Vaughan Company Realtors
The Vaughan Company Realtors filed for Chapter 11 protection
(Bankr. N.M. Case No. 10-10759) on Feb. 22, 2010. George D.
Giddens, Jr., Esq., represents the Debtor in its restructuring
efforts. The Company estimated both assets and debts of between $1
million and $10 million. Judith A. Wagner was appointed as Chapter
11 Trustee.
Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010. The case was converted to a
chapter 7 proceeding on May 20, 2010. Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.
W/S PACKAGING: S&P Raises CCR to 'B' on Improved Liquidity
----------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Green Bay,
Wis.-based W/S Packaging Holdings Inc. to 'B' from 'CCC' and
removed the rating from CreditWatch, where S&P placed it with
positive implications on Feb. 16, 2018. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '4' recovery rating to the company's $250 million senior
secured notes. The '4' recovery rating indicates our expectation
for average (30%-50%; rounded estimate: 40%) recovery in the event
of a payment default.
"The upgrade reflects our belief that W/S Packaging has sufficient
headroom under the financial covenants in its new capital structure
given the covenant-lite terms of the senior secured notes and the
springing fixed-charge covenant under its unrated asset-based
lending (ABL) facility."
W/S Packaging Holdings Inc. produces pressure-sensitive labels,
flexible film packaging, and other value-added packaging solutions
in North America. Approximately 40% of the company's revenue comes
from the beverage, dairy, and food end markets while the remainder
is derived from various forms of consumer packaged goods (CPG),
including consumer durables, household items, and health and beauty
products. Pressure-sensitive labels account for approximately 64%
of the company's revenue, followed by other label types (13%),
cartons (8%), and other products (the remaining 15%). The company
sells the vast majority of its products in the U.S. and less than
5% of its revenue is derived from Canada, Europe, and Mexico.
The stable outlook on W/S Packaging reflects our expectation that
the company's debt leverage will improve below 6x while it seeks to
expand its EBITDA margins through operational improvements,
including a more targeted customer mix, procurement savings, and
other operational efficiencies. S&P also anticipates that the
company will be able to maintain adequate liquidity over the next
12-18 months.
S&P said "We could lower our ratings on W/S over the next year if
the company's operating performance declines and causes its
adjusted debt-to-EBITDA to increase above 7.0x on a sustained
basis. This decline could be due to a failure to properly implement
management's operational improvements, reduced demand for the
company's products, and/or aggressive financial policies (such as
debt-funded acquisitions or a debt-funded dividend). Furthermore,
if W/S' free cash flow begins to deteriorate it could indicate that
its liquidity position has weakened, which could also lead us to
downgrade the company.
"While unlikely, we could raise our ratings on W/S by one notch if
the company meaningfully improves its scale, diversity, or
profitability in the labels and packaging industry. We would
consider an upgrade if the company's financial sponsor aggressively
pays down its debt, causing its debt-to-EBITDA to improve below
5.0x on a sustained basis."
WEINSTEIN COMPANY: Taps Epiq Bankruptcy Solutions as Claims Agent
-----------------------------------------------------------------
The Weinstein Company Holdings LLC and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.
Services to be rendered by Epiq are:
(a) prepare and serve required notices and documents in these
chapter 11 cases in accordance with the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure in the form and manner
directed by the Debtors and/or the Court, including (i) notice of
the commencement of these chapter 11 cases and the initial meeting
of creditors under section 341(a) of the Bankruptcy Code, (ii)
notice of any claims bar date, (iii) notices of transfers of
claims, (iv) notices of objections to claims and objections to
transfers of claims, (v) notices of any hearings on a sale motion,
disclosure statement, and confirmation of the Debtors' plan or
plans of reorganization, including under Bankruptcy Rule 3017(d),
(vi) notice of the effective date of any plan, and (vii) all other
notices, orders, pleadings, publications and other documents as the
Debtors or the Court may deem necessary or appropriate for an
orderly administration of these chapter 11 cases;
(b) maintain any official copy of the Debtors' schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtors' known
creditors and the amounts owed thereto;
(c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rule
2002(i), (j), and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010; and update and make
said lists available upon request by a party-in-interest or the
Clerk;
(d) if applicable, furnish a notice to all potential creditors
of the last date for filing proofs of claim and a form for filing a
proof of claim, after such notice and form are approved by the
Court, and notify said potential
creditors of the existence, amount and classification of their
respective claims as set forth in the Schedules, which may be
effected by inclusion of such information (or the lack thereof, in
cases where the Schedules indicate no debt due to the subject
party) on a customized proof of claim form provided to potential
creditors;
(e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;
(f) for all notices, motions, orders, or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service within seven business
days of service which includes (i) either a copy of the notice
served or the docket number(s) and title(s) of the pleading(s)
served, (ii) a list of persons to whom it was mailed (in
alphabetical order) with their addresses, (iii) the manner of
service, and
(iv) the date served;
(g) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy and
maintain the original proofs of claim in a secure area;
(h) maintain the official claims register for each Debtor
(collectively, the "Claims Registers") on behalf of the Clerk; upon
the Clerk's request, provide the Clerk with certified, duplicate
unofficial Claims Registers; and
specify in the Claims Registers the following information for each
claim docketed: (i) the claim number assigned, (ii) the date
received, (iii) the name and address of the claimant and agent, if
applicable, who filed the claim, (iv) the amount asserted, (v) the
asserted classification(s) of the claim (e.g., secured, unsecured,
priority, etc.), (vi) the applicable Debtor, and (vii) any
disposition of the claim;
(i) maintain an electronic platform for purposes of filing
proofs of claim; (j) implement necessary security measures to
ensure the completeness and integrity of the Claims Registers and
the safekeeping of the original claims;
(k) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(l) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Epiq, not less than
weekly;
(m) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the Claims Registers for the Clerk's review (upon the Clerk's
request);
(n) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed and
make necessary notations on and/or changes to the claims register
and any service or mailing lists, including to identify and
eliminate duplicative names and addresses from such lists;
(o) identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
(p) assist in the dissemination of information to the public
and respond to requests for administrative information regarding
these chapter 11 cases as directed by the Debtors or the Court,
including through the use of a case website and/or call center;
(q) if these chapter 11 cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's office within
three (3) days of notice to Epiq of entry of the order converting
the cases;
(r) thirty (30) days prior to the close of these chapter 11
cases, to the extent practicable, request that the Debtors submit
to the Court a proposed order dismissing Epiq as Claims and
Noticing Agent and terminating its services in such capacity upon
completion of its duties and responsibilities and upon the closing
of these chapter 11 cases;
(s) within seven (7) days of notice to Epiq of entry of an
order closing these chapter 11 cases, provide to the Court the
final version of the Claims Registers as of the date immediately
before the close of the chapter 11
cases; and
(t) at the close of these chapter 11 cases, box and transport
all original documents, in proper format, as provided by the
Clerk's office, to (i) the Philadelphia Federal Records Center,
14470 Townsend Road, Philadelphia, Pennsylvania 19154; or (ii) any
other location requested by the Clerk's office.
Epiq's hourly rates are:
Clerical/Administrative Support $25 to $45
IT / Programming $65 to $85
Case Managers $70 to $165
Consultants/ Directors/Vice Presidents $160 to $190
Solicitation Consultant $190
Executive Vice President, Solicitation $215
Executives No Charge
Brian Karpuk, a director with Epiq Bankruptcy Solutions, attests
that his firm and each of its employees are "disinterested
persons," as that term is defined in Bankruptcy Code section
101(14), and neither Epiq nor any of its employees hold or
represent an interest adverse to the Debtors’ estates related to
any matter for which Epiq will be employed.
The agent can be reached through:
Brian Karpuk
Epiq Bankruptcy Solutions, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: +1 913 621 9561
Email: bkarpuk@epiqglobal.com
About The Weinstein Company
The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979. TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein. During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.
TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.
The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018 after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.
The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.
The Hon. Mary F. Walrath is the case judge.
CRAVATH, SWAINE & MOORE LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.
RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.
FTI CONSULTING, INC., is the restructuring advisor. MOELIS &
COMPANY LLC is the investment banker. EPIQ BANKRUPTCY SOLUTIONS,
LLC, is the claims and noticing agent.
ZOHAR III: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The Office of the U.S. Trustee on March 26 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Zohar III, Corp. and its
affiliates.
The companies are represented by:
Michael R. Nestor, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Fax: 302-571-1253
Email: bankfilings@ycst.com
Email: mnestor@ycst.com
About Zohar III Corp.
Zohar III, Corp. and its affiliates are investment funds structured
as collateralized loan obligations.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11,
2018.
In the petition signed by Lynn Tilton, director, the Debtors
estimated $1 billion to $10 billion in assets and $500 million to
$1 billion in liabilities.
Young Conaway Stargatt & Taylor, LLP is the Debtors' bankruptcy
counsel.
[^] BOOK REVIEW: Risk, Uncertainty and Profit
---------------------------------------------
Author: Frank H. Knight
Publisher: Beard Books
Softcover: 381 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt
The tenets Frank H. Knight sets out in this, his first book, have
become an integral part of modern economic theory. Still readable
today, it was included as a classic in the 1998 Forbes reading
list. The book grew out of Knight's 1917 Cornell University
doctoral thesis, which took second prize in an essay contest that
year sponsored by Hart, Schaffner and Marx. In it, he examined the
relationship between knowledge on the part of entrepreneurs and
changes in the economy. He, quite famously, distinguished between
two types of change, risk and uncertainty, defining risk as
randomness with knowable probabilities and uncertainty as
randomness with unknowable probabilities. Risk, he said, arises
from repeated changes for which probabilities can be calculated and
insured against, such as the risk of fire. Uncertainty arises from
unpredictable changes in an economy, such as resources,
preferences, and knowledge, changes that cannot be insured against.
Uncertainty, he said "is one of the fundamental facts of life."
One of the larger issues of Knight's time was how the entrepreneur,
the central figure in a free enterprise system, earns profits in
the face of competition. It was thought that competition would
reduce profits to zero across a sector because any profits would
attract more entrepreneurs into the sector and increase supply,
which would drive prices down, resulting in competitive equilibrium
and zero profit.
Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must purchase
product inputs, so they base these purchases on the number of
products they guess they will sell. Finally, they have to guess the
price at which their products will sell. These factors are all
uncertain and impossible to know. Profits are earned when
uncertainty yields higher total receipts than forecasted total
receipts. Thus, Knight postulated, profits are merely due to luck.
Such entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will eventually
turn.
At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original entrepreneurship,
and the profits will return. Knight saw entrepreneurs as poor
managers, however, who will in time fail against new and lucky
entrepreneurs. He concluded that economic change is a result of
this constant interplay between new entrepreneurial action and
existing businesses hedging against uncertainty by improving their
internal organization.
Frank H. Knight has been called "among the most broad-ranging and
influential economists of the twentieth century" and "one of the
most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department there,
becoming one the leaders of what has become known as the Chicago
School of Economics. Under his tutelage and guidance, the
University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.
*********
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
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Nothing in the TCR constitutes an offer or solicitation to buy or
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affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***