/raid1/www/Hosts/bankrupt/TCR_Public/180402.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, April 2, 2018, Vol. 22, No. 91
Headlines
4 WEST HOLDINGS: Taps Crowe Horwath as Accountant
4 WEST HOLDINGS: Taps DLA Piper as Legal Counsel
ADTALEM GLOBAL: Moody's Assigns First Time Ba3 CFR; Outlook Stable
ADVANCED DISPOSAL: Moody's Hikes CFR to B1; Outlook Stable
ANTHONY BROOKS: U.S. Trustee Forms 3-Member Committee
ANTONIO ANABO: $810K Sale of Oakland Rental Property Approved
ARROWHEAD RV: Plan Outline Okayed, Plan Hearing on April 19
ASCENT RESOURCES: S&P Alters Outlook to Pos. & Affirms 'B-' CCR
ATLANTIC CITY, NJ: Moody's Assigns Caa3 Long-Term Issuer Rating
AUTO SUPPLY: Seeks to Hire Ex-Employees to Liquidate Assets
AVID BIOSERVICES: Liquidity Position Raises Going Concern Doubt
B&B LIQUIDATING: Taps Donlin Recano as Claims Agent
B&B LIQUIDATING: Taps Greenberg Glusker as Legal Counsel
BARRAJA INC: Initial Case Conference Set for April 10
BENITEZ ALL ALUMINUM: Unsecureds to Recover 3% Under Proposed Plan
BIOSCRIP INC: Posts $74.3 Million Net Loss in 2017
BLACK SQUARE: Taps Yip Associates as Financial Advisor
BREAST CANCER INSTITUTE: Taps C. Conde & Assoc. as Legal Counsel
BREDA: Case Summary & 20 Largest Unsecured Creditors
BRM HOME: Case Summary & 20 Largest Unsecured Creditors
CEQUEL COMMUNICATIONS: Moody's Rates New $1.05BB Unsec. Notes Caa1
CERIDIAN HCM: Moody's Affirms B3 CFR & Alters Outlook to Positive
CHEROKEE PHARMACY: Trustee's $1.8M Sale of All Assets Approved
CLAIRE'S STORES: U.S. Trustee Forms Seven-Member Committee
COMPLETION INDUSTRIAL: Sealed Bid Procedures for Assets Approved
CONDUENT INC: Fitch Affirms BB IDR & Revises Outlook to Positive
CREATIVE REALITIES: Reports $7.19 Million Net Loss for 2017
CUMULUS MEDIA: Has Until June 27 to Exclusively File Plan
D.G.W. HOLDING: Case Summary & 3 Unsecured Creditors
DANA HOLLISTER: U.S. Trustee Forms 4-Member Committee
DIAMOND CONTRACT: Needs More Time to Exclusively File Plan
DIRECTVIEW HOLDINGS: Apollo Has Rights to Own 9.9% of Shares
DPW HOLDINGS: Sells $1 Million Unsecured Note to Investor
DTE ENERGY: Moody's Affirms Ba1 Rating on Secured Bonds Due 2024
DUBLIN MANAGEMENT: April 6 Meeting Set to Form Creditors' Panel
EDENWALD REALTY: Voluntary Chapter 11 Case Summary
ELECTRONIC SERVICE: Sale/Abandonment of Assets Approved
EMMIS COMMUNICATIONS: S&P Affirms 'B-' CCR, Outlook Stable
EMPLOYBRIDGE HOLDING: S&P Hikes CCR to B- on Improved Performance
ENCANA CORP: Moody's Hikes Corporate Family Rating to Ba1
FARNAN INC: U.S. Trustee Unable to Appoint Committee
FDS TRUCKING: Case Summary & 8 Unsecured Creditors
FIRSTENERGY SOLUTIONS: Files Ch.11 Ahead of $100-Mil. Debt Payment
G.A.F. SEELIG: Proposed Auction of Assets Approved
GATES COMMUNITY: Taps Galvin Realty Group as Real Estate Broker
GCP APPLIED: Moody's Rates $350MM First Lien Revolver Loan 'Ba2'
GELTECH SOLUTIONS: Incurs $4.16 Million Net Loss in 2017
GI REVELATION: Moody's Assigns B3 CFR; Outlook Stable
GLASGOW EQUIPMENT: $475K Sale of West Palm Beach Property Okayed
GREEN DREAMS: Bankruptcy Administrator to Form Committee
GULF COAST MEDICAL: Voluntary Chapter 11 Case Summary
HANISH LLC: $6.5M Sale of All Assets to GIRI Approved
HARTFORD, CT: S&P Puts 'CCC' GO Debt Rating on Watch Positive
HDJ & J HOLDINGS: Case Summary & 9 Unsecured Creditors
HOG SNAPPERS: Case Summary & 20 Largest Unsecured Creditors
IHEARTMEDIA INC: Taps Alvarez & Marsal as Restructuring Advisor
IHEARTMEDIA INC: Taps E&Y as Audit and Tax Services Provider
IHEARTMEDIA INC: Taps Jackson Walker as Co-Counsel
IHEARTMEDIA INC: Taps Kirkland & Ellis as Legal Counsel
IHEARTMEDIA INC: Taps Munger Tolles as Conflicts Counsel
INTEGRATED DEVICE: S&P Affirms 'BB-' CCR & Alters Outlook to Pos.
IO AT TECH: May 8 Auction of Austin Property Set
ISLAND VIEW: Trustee Taps Kaufman as Special Counsel in PSB Suit
ITRANSPORT & LOGISTICS: Case Summary & 16 Top Unsecured Creditors
IVY LEAGUE: Case Summary & 9 Unsecured Creditors
JASON MAZZEI: $16.5K Sale of Wilkes-Barre Property Approved
JOHN Q. HAMMONS: PSA, Settlement Agreement Disclosed in JD Plan
JOSEPH HEATH: $365K Sale of Alexandria Property to Owenses Approved
JOSEPH HEATH: $553K Sale of Alexandria Property to Saids Approved
JUBEM INVESTMENTS: $600K Sale of Pharr Property to Sanchez Approved
L R & T INC: Case Summary & 7 Unsecured Creditors
LAWRENCE D. FROMELIUS: Sale of Belle Plains Property Approved
LAWRENCE FROMELIUS: Agreement for Deed Related to Lisle Propty. OKd
LECTRUS CORP: $8M Sale of All Assets to AZZ Approved
LEGACY RESERVES: To Effectuate Corporate Reorganization
LIONS GATE: Loan Upsize No Impact on Moody's Ba3 CFR
LOCKWOOD HOLDINGS: $10K Sale of Joliet Assets to Hydratight Okayed
LOCKWOOD HOLDINGS: Committee Taps McKool Smith as Legal Counsel
LOFTS ON THE PARK: Case Summary & 20 Largest Unsecured Creditors
M.O.R. PRINTING: People's Capital to be Paid $5K Over 18 Months
MACOM TECHNOLOGY: Moody's Affirms Ba3 CFR; Outlook to Negative
MAGNOLIA REGIONAL: Moody's Cuts Rating on $75.8MM Rev. Bonds to Ba3
MARIA SANCHEZ: $96K Private Sale of McAllen Property Denied
MARIA SANCHEZ: Sale of 50% Interest in Rio Hondo Property Denied
MARIANO MENDOZA: $550K Sale of Santa Ana Property Approved
MARRONE BIO: Board OKs $106,832 Annual Bonuses to 3 Executives
MARRONE BIO: To Annual Meeting of Shareholders on May 30
MASCO CORP: Moody's Hikes Senior Unsecured Rating From Ba1
MEDIACOM COMM: Moody's Rates New $900MM Secured Term-Loan N Ba2
MYOMO INC: Marcum LLP Raises Going Concern Doubt
NEONODE INC: Ulf Rosberg Hikes Stake to 7.3% as of March 22
NEOVASC INC: Fails to Comply with Nasdaq's Market Value Rule
NET ELEMENT: Appoints Fintech Executive to Board of Directors
ON SEMICONDUCTOR: Moody's Hikes CFR to Ba1; Outlook Stable
OREXIGEN THERAPEUTICS: U.S. Trustee Forms Three-Member Committee
OSMOSE UTILITIES: Moody's Affirms B3 CFR; Outlook Stable
OSMOSE UTILITIES: S&P Alters Outlook to Negative & Affirms 'B' CCR
OTS CAPITAL: $1.8M Sale of McDonough Property to DiChario Approved
OWENSBORO HEALTH: Fitch Assigns BB Issuer Default Rating
P.D.L. INC: Disallowed Claim of Knight Capital Added in Latest Plan
PHI INC: Moody's Lowers Corp. Family Rating to B3; Outlook Negative
PHILADELPHIA SD: Fitch Corrects March 15 Rating Release
QUADRANT 4: $1M Private Sale of Residual Assets Approved
QUALITY SLEEP: Case Summary & 20 Largest Unsecured Creditors
QUOTIENT LIMITED: Chairman and CEO Cowan Retires
QUOTIENT LIMITED: Sells Biocampus Facility in Scotland
REDEEMED CHR. CHURCH: U.S. Trustee Unable to Appoint Committee
REMINGTON OUTDOOR: Moody's Lowers CFR to Ca Amid Bankr. Filing
RICEBRAN TECHNOLOGIES: Continental Grain Hikes Stake to 18.9%
RIES PRODUCTIONS: U.S. Trustee Unable to Appoint Committee
RU CAB: Case Summary & Unsecured Creditor
SALSGIVER INC: U.S. Trustee Unable to Appoint Committee
SHIRAZ HOLDINGS: $3M Sale of Lawrenceville Property Approved
SIGEL'S BEVERAGES: Files Chapter 11 Plan of Liquidation
SIVYER STEEL: RIM Logistics, Shenyang Jinli Join Committee
SPOKANE COIN: Case Summary & 20 Largest Unsecured Creditors
SPRING TREE: Involuntary Chapter 11 Case Summary
SPX FLOW: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
STAFFING GROUP: Ex-CEO Thompson No Longer Owns Preferred Shares
STAFFING GROUP: Issues 30 Preferred Shares to Shefford Advisors
STAFFING GROUP: Relocates to Temporary North Carolina Headquarters
SUPERIOR BOILER: Case Summary & 20 Largest Unsecured Creditors
TERRA STATE: Moody's Lowers General Receipts Bonds Rating to Ba2
TESLA INC: Moody's Cuts Corp. Family Rating to B3; Outlook Negative
TEXAS E&P: Trustee's Private Sale of Equipment Approved
TJK ENTERPRISES: U.S. Trustee Unable to Appoint Committee
TOPS HOLDING: Tops Markets Taps Hodgson Russ as Special Counsel
TRONOX LIMITED: Moody's Alters Outlook to Pos. & Affirms B1 CFR
VITAMIN WORLD: Wants Until June 29 to File Chapter 11 Plan
VITARGO GLOBAL: Trustee's $4.43M Sale of All Assets Approved
W/S PACKAGING: Moody's Assigns B3 CFR; Outlook Stable
WC PRIME: U.S. Trustee Unable to Appoint Committee
WEINSTEIN COMPANY: U.S. Trustee Forms 5-Member Committee
WESTINGHOUSE ELECTRIC: Has Until Oct. 1 To Exclusively File Plan
WESTINGHOUSE ELECTRIC: Judge OK's Brookfield's $4.6-Bil. Deal
WILL NELSON: MDM Investments Buying Memphis Property for $25K
ZANE STATE: Moody's Cuts Gen. Receipts Improvement Bonds to Ba1
[^] BOND PRICING: For the Week from March 26 to 30, 2018
*********
4 WEST HOLDINGS: Taps Crowe Horwath as Accountant
-------------------------------------------------
4 West Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Crowe Horwath LLP
as its accountant and financial advisor.
The firm will assist the management of the company and its
affiliates in the preparation of financial reports and tax returns;
provide forensic accounting services; assist in the preparation of
a plan of liquidation; review the Debtors' revenue cycle and assist
in the preparation of a plan to improve revenue process
efficiencies, reduce accounts receivable and improve collections;
and provide other accounting, tax and advisory services related to
the Debtors' Chapter 11 cases.
The primary Crowe professionals who will be providing the services
are:
Bernard Costich, Partner $500
Eric Proctor, Senior Manager $385
David Fagerstrom, Manager $280
Brian Jordan, Manager $280
Caitlin Kolb, Manager $250
Mai Nguyen, Manager $275
Susan Szabo, Sr. Staff $180
Other Partners/Directors $425 - $585
Other Senior Manager/Manager $250 - $460
Associate/Senior Accountants
including Computer Consultants $140 - $295
Staff/Senior Staff/Paraprofessionals $80 - $200
Prior to the petition date, the Debtors paid Crowe a $200,000
retainer. It is an evergreen retainer, which means that it is to
be replenished by the Debtors for the firm's charges for services
rendered and reimbursement of expenses.
The Debtors paid Crowe $233,147, including $216,415 for services
rendered by Crowe and paid from the retainer prior to the petition
date, leaving a net balance in the retainer of $216,732.
Crowe is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Bernard W. Costich
Crowe Horwath LLP
488 Madison Avenue, Floor 3
New York, NY 10022-5722
Tel: 212-572-5500 / 212-572-5593
Fax: 212-572-5572
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 DLA Piper as Legal Counsel
------------------------------------------------
4 West Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire DLA Piper LLP (US)
as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist in the negotiation and
documentation of asset purchase agreements, financing agreements
and related transactions; advise the Debtors regarding their
ability to initiate actions to collect and recover property; assist
the Debtors in connection with any potential property dispositions;
prepare a plan of reorganization; and provide other legal services
related to their Chapter 11 cases.
The firm's attorneys and paralegal who are expected to handle the
Debtors' cases and their hourly rates are:
Thomas Califano Partner $1,060
Daniel Simon Partner $920
Dienna Corrado Associate $875
Andrew Zollinger Associate $795
David Avraham Associate $730
Mordechai Sutton Associate $690
William Countryman Paralegal $355
DLA Piper received an initial retainer in the sum of $50,000, which
was subsequently increased to $250,000, and again increased to
$481,795.
In the aggregate, for the year prior to the petition date, DLA
Piper received payments totaling $1,693,401.34, which included the
retainer payments.
Thomas Califano, Esq., a partner at DLA Piper, 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.
Califano disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no DLA Piper professionals has varied his
rate based on the geographic location of the Debtors' cases.
Prior to the petition date, DLA Piper represented the Debtors in
their restructuring efforts and charged its standard hourly rates,
which are substantially similar to the billing rates and financial
terms that the firm intends to charge for post-petition work,
according to Califano.
Mr. Califano also disclosed that in connection with the cash
collateral and DIP financing budget, the Debtors have provided an
estimated budget and staffing plan.
DLA Piper can be reached through:
Thomas R. Califano, Esq.
Dienna Corrado, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020-1104
Tel: (212) 335-4500
Fax: (212) 335-4501
E-mail: thomas.califano@dlapiper.com
E-mail: dienna.corrado@dlapiper.com
-- and --
Andrew Zollinger, Esq.
DLA Piper LLP (US)
1717 Main Street, Suite 4600
Dallas, TX 75201-4629
Tel: (214) 743-4500
Fax: (214) 743-4545
E-mail: andrew.zollinger@dlapiper.com
-- and --
Daniel M. Simon, Esq.
DLA Piper LLP (US)
One Atlantic Center
1201 West Peachtree Street, Suite 2800
Atlanta, GA 30309
Tel: (404) 736-7800
Fax: (404) 682-7800
E-mail: daniel.simon@dlapiper.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.
ADTALEM GLOBAL: Moody's Assigns First Time Ba3 CFR; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned to Adtalem Global Education Inc.
a first-time Ba3 Corporate Family Rating (CFR) and B1-PD
Probability of Default Rating (PDR). Concurrently, Moody's assigned
a Ba3 rating to the proposed first-lien credit facilities,
consisting of a $300 million senior secured term loan and $300
million senior secured revolving credit facility (RCF). Moody's
assigned an SGL - 1 Speculative Grade Liquidity Rating and rating
outlook is stable.
Proceeds from the new credit facilities will be used by the company
to repay the outstanding $165 million balance on its current $400
million revolving credit facility and fund cash to the balance
sheet for general corporate purposes. Moody's estimate that the
company will ultimately use proceeds from the financing towards
targeted return accretive acquisitions with a focus in its three
verticals: Medical and Healthcare, Professional Education and
Technology and Business.
Moody's assigned the following ratings:
Issuer: Adtalem Global Education Inc.
Corporate Family Rating -- Ba3
Probability of Default Rating -- B1-PD
Speculative Grade Liquidity (SGL) Rating: SGL -- 1
$300 Million First-Lien Senior Secured Revolver due 2023 -- Ba3
(LGD3)
$300 Million First-Lien Senior Secured Term Loan due 2025 -- Ba3
(LGD3)
Outlook: Stable
The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as presented to Moody's.
RATINGS RATIONALE
Adtalem's Ba3 CFR reflects the company's solid financial
performance at its for-profit medical, veterinary and nursing
programs while operating in a challenging higher education
regulatory environment. The company has grown over the years via
acquisitions in faster growing education segments, providing
continuing professional education services for the anti-money
laundering and accounting industries and operating various higher
education institutions in Brazil. These investments contribute a
relatively small proportion of revenue and operating income towards
the company's results but Moody's expect them to increase their
contribution over time. On December 5, 2017, Adtalem announced its
sale of DeVry University and Keller Graduate School of Management
to Cogswell Education LLC for de minimus consideration. The sale
includes an earn-out for Adtalem over a 10-year period based on
DeVry University's future performance, with an agreement that
Adtalem will provide DeVry University with minimum working capital
balance adjusted for student enrollment. Moody's rating
incorporates an expectation that the sale of DeVry University will
close in early fiscal 2019, with the remaining assets constituting
the credit entity.
Adtalem's medical and healthcare segment addresses resource
shortages in the United States for medical profession services,
both for doctors and nurses. This segment contributes approximately
60% of revenue and nearly 80% of total operating income pro-forma
for disposition of DeVry University. The company's Chamberlain
University has grown its nursing student enrollments consistently
over the past several years, increasing total students from nearly
22,000 to over 29,000 over the past two years while retaining
healthy operating margins. The company's Caribbean based medical
schools admit students whose graduate residency placements are
slightly lower than those of traditional U.S. medical schools.
These schools have experienced recent matriculation declines due to
strong competition from newly Title IV eligible schools and
increased supply of Osteopathic programs of study. Adtalem's
management has revised the marketing of these institutions to its
prospective students, and Moody's expect that enrollment volumes
will stabilize over the next 12-18 months. The company's veterinary
school is a weaker institution in the medical and healthcare
portfolio, and is currently considered in 'zone' under Gainful
Employment (GE) regulation due to higher rate of debt payments
relative to earnings. Programs that receive four consecutive years
of zone or fail rates become ineligible for federal student aid.
Adtalem submitted a GE appeal in February 2018 to prevent possible
loss of Title IV funding as early as fiscal 2020. In addition, the
U.S. Department of Education has initiated a rulemaking process to
replace the current GE regulations.
Moody's expect Adtalem to continue generating strong positive cash
flow over the next 12-18 months as it invests in growing its
Chamberlain University and improving its healthcare segment
facilities. Moody's expect Adtalem to use at least a portion of its
financing proceeds towards targeted acquisitions in healthcare or
professional education segments. The company's operating model is
highly efficient, with rolling admissions to many of its programs.
This provides for higher utilization of its human and physical
assets, increasing operating margins, while providing flexibility
to prospective students. Pro-forma for the proposed financing,
leverage is 2.2x total debt to EBITDA (incorporating Moody's
standard adjustments) and Moody's expect that enrollment
stabilization and growth will provide some incremental margin
improvement. Moody's expect the company to generate $120 - $150
million in run-rate annual free cash flow over the next 12-18
months. Moody's expect that approximately $100 million of annual
cash flow will be used towards share buybacks.
The Ba3 rating and LGD-3 on the 1st lien senior secured term loan
and revolving credit facility is in line with the Corporate Family
Rating as this debt comprises the vast majority of funded debt.
There are no financial covenants on the term loan. The revolving
credit facility will have maintenance covenants, including minimum
fixed charge coverage of 2x and maximum leverage of 2.5x, with a
step-down after June 2021 to 2.25x. The company will also be
subject to education industry specific covenants, such as minimum
composite financial responsibility ratio of 1.5x, maximum cohort
default rates and maximum institutional student loans outstanding.
The term sheet provides for 50% Excess Cash Flow Sweep when Total
Leverage is greater than 1.75x starting in the FYE June 2019.
Moody's expect final documentation to provide that a breach of
financial covenants under the Revolving Facility will not result in
a default under the term loan facility unless revolver lenders
accelerate the amounts due and/or terminate the commitments as a
result of failure to comply with financial covenants.
The stable rating outlook reflects Moody's view that the company
will maintain its strong position within the medical and healthcare
segment, while addressing the gainful employment regulatory issues
at its veterinary program. Moody's anticipate stronger organic
growth in the professional education segment, with further
geographic expansion of Chamberlain nursing programs. The stable
outlook incorporates Moody's expectation of educational asset
acquisitions over the next 12-18 months. Moody's expect the Adtalem
to continue generating strong positive free cash flow, with minimal
de-levering over the forecast horizon.
Upgrade is unlikely due to continued regulatory risk and intended
acquisition driven growth strategy. However, strong organic growth
in enrollments matched by reduction in leverage to 1.5x or lower
may increase the likelihood of an upgrade. Liquidity would also
need to remain very good.
Ratings could be downgraded if Adtalem experiences sustained
enrollment declines at the healthcare segment or if its operating
performance declines materially, resulting in debt-to-EBITDA
Moody's Adjusted leverage increasing and sustained above 2.75x. A
downgrade may also be likely if unanticipated regulatory challenges
arise in any material operating institution resulting in sizeable
litigation expenses, ineligibility for Title IV funding or removal
of accreditation. Meaningful deterioration in liquidity position or
substantial challenges of any potential acquired asset integration
may also result in a downgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Adtalem Global Education Inc. ("ATGE") is a global provider of
educational services with a focus on Medical & Healthcare,
Professional Education, and Technology & Business. The company
operates eight educational institutions across the US, Brazil, and
Caribbean. Headquartered in Chicago, Illinois, Adtalem generated
$1.3 billion in revenues for the twelve months ending on December
31, 2017 and pro-forma for the sale of DeVry University.
ADVANCED DISPOSAL: Moody's Hikes CFR to B1; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded Advanced Disposal Services,
Inc.'s Corporate Family Rating (CFR) to B1 from B2, the Probability
of Default Rating to B1-PD from B2-PD, the senior secured
first-lien ratings to Ba3 from B1 and the senior unsecured notes to
B3 from Caa1. At the same time, Moody's affirmed the Speculative
Grade Liquidity Rating at SGL-2. The rating outlook is stable.
The upgrade of the CFR to B1 acknowledges Advanced Disposal's
improving leverage position and balance sheet flexibility with
Moody's expecting the company to maintain good execution and
operating momentum as it benefits from the favorable conditions
taking place within the domestic solid waste industry. The company
has generated stronger results the last couple of years as it has
lowered leverage from over 7x following the debt-funded acquisition
of Veolia ES Solid Waste (Veolia) in 2012 to Moody's expectations
to fall below 5x this year. Free cash flow, until recently, had
been constricted by infrastructure and growth capital expenditures
as well as high interest expense, making meaningful debt repayment
challenging. With the debt paydown from the IPO proceeds in
late-2016 and the refinancing of the senior secured credit
facilities in late-2017, interest expense has fallen significantly,
sharply boosting free cash flow to resume the de-levering process
in 2018 and 2019 following the pause in 2017.
RATINGS RATIONALE
The B1 CFR reflects the company's improving scale and scope, fairly
diverse geographic footprint, attractive portfolio of waste
management assets, namely a relatively young landfill network, and
the capability to generate even higher free cash flow as interest
expense falls and growth capital expenditures moderate towards the
long-term industry average of approximately 10% of revenues.
Leverage remains elevated (debt-to-EBITDA near 5x incorporating
Moody's standard adjustments) for the rating level but Moody's
believes the company's financial policy is consistent with a
continued focus on reducing leverage. Advanced Disposal is
targeting to reduce debt-to-EBITDA to a 3.25x-4.25x range (based on
the company's calculation) that implies at least half a turn of
leverage reduction from the current 4.7x level. Moody's does not
expect the introduction of a dividend or meaningful share
repurchases over the next 12-18 months, and the wind down of
Highstar Capital's ownership stake is occurring through secondary
offerings rather than share repurchases funded by Advanced
Disposal. Free cash flow also provides the company flexibility to
pursue modestly-sized acquisitions without incurring additional
debt.
EBIT-to-interest coverage is improving with the lower debt burden
but still appears relatively weak. This is a result of the
acquisition of the larger Veolia and subsequent write up of assets
to fair market value - the higher asset base generates higher
depreciation expense, a significant drag on earnings.
Advanced Disposal's liquidity profile is good, as indicated by the
SGL-2 rating, primarily supported by growing free cash flow
generation ($120+ million) and a $300 million revolver that is
expected to have over $220 million of availability (net of posted
letters of credit) over the next 12 months. Moody's anticipates
that the revolver will remain largely unused with the exception of
periodic tuck-in acquisition funding, and for the company to
maintain sufficient headroom under the revolving credit facility's
springing financial covenant if tested. The term loan requires 1%
amortization (approximately $15 million) per year until it matures
in November 2023 and contains no financial maintenance covenants.
The stable outlook reflects Moody's expectation for mid-single
digit (4%+) revenue growth driven by strong pricing (2%+) and
steady waste volumes (1%). Cost challenges remain with escalating
healthcare and labor but margins should rebound at least modestly
with the rising consumer price index (CPI) environment and other
pricing initiatives. Moody's expects free cash flow to meet or
exceed the 2017 level, allowing for a balance of tuck-in
acquisitions and accelerated debt repayment over the next 12-18
months. The stable outlook is further supported by good liquidity.
The ratings could be upgraded if debt-to-EBITDA falls below 4x on a
sustained basis, free cash flow-to-debt reaches the upper-single
digits, EBIT-to-interest exceeds 2x and the EBITDA margin
approaches 30%. The ratings could be downgraded with expectations
of a material decline in revenues and EBITDA due to weak
performance, free cash flow-to-debt falling to low-single digit
levels, debt-to-EBITDA remaining above 5x on a sustained basis or a
deterioration in liquidity.
Moody's took the following rating actions on Advanced Disposal
Services, Inc.:
Ratings upgraded:
- Corporate Family Rating, to B1 from B2
- Probability of Default, to B1-PD from B2-PD
- Senior Secured First-Lien Revolving Credit Facility, to Ba3
(LGD3) from B1 (LGD3)
- Senior Secured First-Lien Term Loan B, to Ba3 (LGD3) from B1
(LGD3)
- Senior Unsecured Notes, to B3 (LGD5) from Caa1 (LGD5)
Rating affirmed:
- Speculative Grade Liquidity Rating at SGL-2
Rating outlook is Stable
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
Advanced Disposal Services, Inc. is a non-hazardous solid waste
collection, disposal and recycling company serving residential,
commercial and industrial customers across the South, Midwest and
East regions of the US. The company is owned by funds affiliated
with private equity sponsor Highstar Capital (just below 15%),
pre-IPO shareholders/management (approximately 25%) and public
shareholders (approximately 60%). With fiscal 2017 revenues of
approximately $1.5 billion, Advance Disposal is the fourth largest
waste services company in the US.
ANTHONY BROOKS: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on March 28 appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Anthony and Amy Brooks.
The committee members are:
(1) Riden Farms Supply, Inc.
c/o Larry Riden
17905 N. 2300 Rd.
Good Hope, IL 61438
Phone: 309-333-4121/309-772-3121
Email: lcriden1@yahoo.com
(2) Herr Petroleum Corp.
c/o Tim McVey
1693 State Hwy. 164
Galesburg, IL 61401
Phone: 309-342-1251
Email: hpcof@centurytel.net
(3) AgPerspective, Inc.
c/o Scott Stoller
1315 Franklin Grove Rd.
Dixon, IL 61021
Phone: 815-284-9792
Email: sstoller@agperspective.com
The Brooks are represented by:
Gordon Gouveia, Esq.
Shaw Fishman Glantz & Towbin LLC
321 N. Clark Street, Suite 800
Chicago IL 60654
Phone: 312-541-0151 / 312-980-3816
Fax: 312-980-3888
Email: ggouveia@shawfishman.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Anthony and Amy Brooks
Anthony D. Brooks and Amy J. Brooks sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 18-80311) on
March 9, 2018.
ANTONIO ANABO: $810K Sale of Oakland Rental Property Approved
-------------------------------------------------------------
Judge Charles Novack of the U.S. Bankruptcy Court for the Northern
District of California authorized Antonio H. Anabo's sale of the
rental property located at 462 37th Street, Oakland, California to
Next Level Architecture, LLC for $810,000.
A hearing on the Motion was held on Feb. 22, 2018 at 9:00 a.m. and
continued on March 22, 2018 at 10:00 a.m.
The sale is free and clear of all liens, claims, and interests.
About Antonio H. Anabo
Antonio H. Anabo is a married man resident of the State of
California, Alameda County. He has been employed by AC Transit as
a bus driver for the past 27 years. His wife is unemployed. His
assets are five real properties that were purchased between 1998
and 2006 for investment purposes and realization of gain.
Antonio H. Anabo sought Chapter 11 protection (Bankr. N.D. Cal.
Case No. 16-42839) on Nov. 1, 2017. The Debtor tapped Kevin Tang,
Esq., at Tang & Associates, as counsel.
ARROWHEAD RV: Plan Outline Okayed, Plan Hearing on April 19
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida will
consider approval of the Chapter 11 plan of reorganization for
Arrowhead R V Sales, Inc. at a hearing on April 19.
The court will also consider at the hearing final approval of the
company's disclosure statement, which it conditionally approved on
March 15.
The order set an April 12 deadline for creditors to file their
objections and submit ballots of acceptance or rejection of the
plan.
All assets as disclosed in the petitions of Arrowhead RV Sales,
Inc., 17-40518, and Arrowhead Campsites, Inc., are under contract
for sale in the gross amount of $2,100,000. Distribution of this
sum will be as follows: payoff to first mortgage: $1,500,000; costs
of closing, including broker's commission: $220,000; set-aside for
capital gains tax: $120,000; payment to all priority and unsecured
creditors: $70,000; and a surplus of approximately $190,000 should
remain as payable to the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flnb17-40518-84.pdf
About Arrowhead RV Sales
Based in Marianna, Florida, Arrowhead RV Sales Inc. provides
recreational vehicles and camping supplies products. The Company
offers cabin rentals, boat ramp, tent sites, open fires, and
fishing pier services.
Arrowhead RV Sales filed a Chapter 11 petition (Bankr. N.D. Fla
Case No. 17-40518) on Nov. 17, 2017. The Debtor estimated $500,001
to $1 million in total assets and $1,000,001 to $10 million in
total liabilities. The Karen K. Specie presides over the case.
Allen Turnage at Allen Turnage, P.A., is the Debtor's counsel. The
Debtor tapped Naumann Group Real Estate, Inc. as realtor.
ASCENT RESOURCES: S&P Alters Outlook to Pos. & Affirms 'B-' CCR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Ascent Resources Utica Holdings LLC (ARUH) and revised the outlook
to positive from negative.
S&P said, "At the same time, we affirmed our 'B-' issue-level
rating and revised our recovery rating to '3' from '4' on the
company's senior unsecured notes. The '3' recovery rating indicates
our expectation for substantial (50%-70%; rounded estimate: 60%)
recovery to creditors in the event of a payment default.
The revised outlook reflects the likelihood of an upgrade if ARUH
continues to increase reserves and production in 2018 while
improving its core debt metrics and maintaining adequate liquidity.
S&P said, "Based on our current production, price, and cost
assumptions, we expect the company to post debt to EBITDA of about
3x and funds from operations (FFO) to debt of 20% on average over
the next two years, which we consider solid for the rating.
Nevertheless, we continue to view the company's financial policy as
very aggressive due to its high capital spending and management's
track record while at the helms of affiliate companies. We do not
expect any negative impact on ARUH from last month's Chapter 11
filing by affiliate Ascent Resources - Marcellus LLC (ARM)."
The positive outlook reflects the likelihood of an upgrade if ARUH
continues to increase reserves and production while maintaining
debt to EBITDA below 5x and adequate liquidity. S&P said, "We
believe that ARUH is likely to fund its aggressive growth plans and
cash flow deficit by expanding the borrowing base under its
revolving credit facility or other potential capital market
transactions. We do not expect any negative impact from ARM's
recent Chapter 11 filing.
"We could revise the outlook to stable if the company fails to
increase production or commodity prices weaken such that debt to
EBITDA increases above 6x on a sustained basis. We could also lower
our ratings if liquidity deteriorates such that we view it as less
than adequate."
ATLANTIC CITY, NJ: Moody's Assigns Caa3 Long-Term Issuer Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a Caa3 long-term Issuer
Rating to the City of Atlantic City, New Jersey. The outlook is
positive.
RATINGS RATIONALE
The Caa3 underlying rating reflects the city's continued, albeit
reduced, financial and economic distress. The affirmation also
incorporates the positive impact of the takeover by the state.
RATING OUTLOOK
The positive outlook reflects the material progress made by city in
collaboration with the state, most notably the tax appeal
settlements and the balanced 2017 budget.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Improved liquidity and reserve position
- Further reductions in expenditures
- Diversification of the economic base
- Material improvement in tax base and resident wealth and income
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Further contraction in the casino industry
- Failure to adopt adequate budget solutions
- Deterioration of already strained liquidity and reserves
- Default on debt obligations
- Elimination of state oversight and collaboration
LEGAL SECURITY
The long-term issuer rating is equivalent to the city's theoretical
general obligation unlimited ad valorem tax pledge.
As of the latest issuance, Atlantic City's debt has a unique
security feature related to the monies derived from the Investment
Alternative Tax (IAT). This money is being specifically pledged to
the city's debt as an addition to the current GO and, for certain
issuances, MQBA pledges. This money will be accumulated and, if
sufficient, will be used to pay debt service in place of state aid
or other revenue sources. Funds will be used in the following
order: current year MQBA debt service, current year non-MQBA debt
service, subsequent year MQBA debt service, subsequent year
non-MQBA debt service, and, finally, to build a reserve for paying
down debt ahead of schedule. This extra security in no fashion
interferes with the fundamental MQBA structure which remains in
place.
The primary advantage of this structure is the freeing up of state
aid. Although the money might seem fungible, thus rendering this
structure somewhat superfluous, the IAT money is actually
restricted. This structure allows the restricted funds to be
swapped for the unrestricted funds, increasing the city's
flexibility.
PROFILE
Atlantic City is a tourism and gaming center located along the
south New Jersey shore. It has a population of approximately
39,000.
AUTO SUPPLY: Seeks to Hire Ex-Employees to Liquidate Assets
-----------------------------------------------------------
Auto Supply Co., Inc., seeks approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to hire four of its
former employees to assist in liquidating its remaining assets and
completing its Chapter 11 case.
Auto Supply, now known as ASCO Liquidating Company, proposes to
employ as agents Charles Key, Jr., former president of the company;
Karl Kapp, former chief financial officer; Denise Harris, former
controller; and Cliff Metcalf, former director of Human Resources.
The former employees were terminated by Auto Supply as part of the
sale of its assets to Factory Motor Parts, which closed on March
12.
The services anticipated to be provided by the agents include
assisting the company in liquidating its remaining assets not sold
to FMP; preparing monthly reports and final tax returns; reviewing
claims of creditors; assisting the company in drafting and
consummating a plan of liquidation to distribute the sale proceeds;
and generally assisting the company in the completion of its
bankruptcy case.
The agents will charge these hourly rates:
Estimated Monthly
Hourly Rates Weekly Hours Cap Hours
------------ ------------ ---------
Charlie Key, Jr. $75 5 20
Karl Kapp $75 25 100
Cliff Metcalf $40 10 40
Denise Harris $25 25 100
About Auto Supply Company
Founded in 1954, Auto Supply Co., Inc. -- http://www.ascodc.com/--
is a family-owned supplier of OEM and aftermarket automotive parts,
serving the automotive repair professional from three distribution
centers, 15 store locations and seven battery trucks throughout
North Carolina and Western Virginia. The Company is based in
Winston Salem, North Carolina.
About Auto Supply Co. sought Chapter 11 protection (Bankr. M.D.N.C.
Case No. 18-50018) on Jan. 8, 2018. In the petition signed by
President Charles A. Key, Jr., the Debtor disclosed total assets of
$13.17 million and total debt of $22.04 million.
The case is assigned to Judge Lena M. James.
The Debtor tapped Ashley S. Rusher, Esq., at Blanco Tackabery &
Matamoros, P.A., as its bankruptcy counsel, and The Finley Group as
its financial advisor.
The Office of the U.S. Trustee on Jan. 22, 2018, appointed an
official committee of unsecured creditors. The committee hired
Kane Russell Coleman Logan PC as its bankruptcy counsel, and
Waldrep LLP as its local counsel.
On March 1, 2018, the court approved the sale of the Debtor's
assets to Elliott Auto Supply Co., Inc., which conducts business
under the name Factory Motor Parts. The Debtor and FMP closed the
sale of the assets on March 12, 2018.
AVID BIOSERVICES: Liquidity Position Raises Going Concern Doubt
---------------------------------------------------------------
Avid Bioservices, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $11.00 million on $6.82 million of revenue
for the three months ended January 31, 2018, compared with a net
loss of $7.77 million on $10.75 million of revenue for the same
period in 2017.
For the nine months ended January 31, 2018, the Company recorded a
net loss of $24.83 million on $46.68 million of revenue, compared
to a net loss of $22.89 million on $39.73 million of revenue for
the same period last year.
At January 31, 2018, the Company had total assets of $69.86
million, total liabilities of $38.34 million, and a $31.52 million
in total stockholders' equity.
The Company has expended substantial funds on its contract
manufacturing business and, historically, on the research and
development of pharmaceutical product candidates. As a result, the
Company has historically experienced losses and negative cash flows
from operations since its inception and, although it has
discontinued its research and development segment, the Company
expects negative cash flows from operations to continue for the
foreseeable future until it can generate sufficient revenue to
achieve profitability. Therefore, unless and until the Company is
able to generate sufficient revenue, it expects such losses to
continue during the remainder of fiscal year 2018 and in the
foreseeable future.
The Company's ability to fund its operations is dependent on the
amount of cash on hand and its ability to generate sufficient
revenue to cover its operations. At January 31, 2018, the Company
had $17,938,000 in cash and cash equivalents and during February
2018, it raised $23,163,000 in gross proceeds from the sale of its
common stock pursuant to an underwritten public offering. In
addition, the Company expects to receive an aggregate of $8,000,000
in upfront payments over the next six (6) months from the recent
sale of certain of its research and development assets.
In the event the Company is unable to secure sufficient business to
support its operations beyond the next twelve months, it may need
to raise additional capital in the future. The Company's ability
to raise additional capital in the equity markets to fund its
obligations in future periods is dependent on a number of factors,
including, but not limited to, the market demand for its common
stock. The market demand or liquidity of the Company's common
stock is subject to a number of risks and uncertainties, including
but not limited to, negative economic conditions, adverse market
conditions, and adverse financial results. If the Company is
unable to either raise sufficient capital in the equity markets or
generate additional revenue, it may need to further restructure, or
cease, operations. In addition, even if the Company is able to
raise additional capital, it may not be at a price or on terms that
are favorable to them.
As a result, the Company has concluded that there is substantial
doubt about its ability to continue as a going concern within one
year after the date that its accompanying unaudited condensed
consolidated financial statements are issued.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/IPkUxQ
About Avid Bioservices, Inc.
Avid Bioservices, Inc., formerly known as Peregrine
Pharmaceuticals, Inc., is a contract development and manufacturing
organization ("CDMO") committed to improving the lives of patients
by manufacturing and delivering high quality pharmaceutical
products. The Company provides a comprehensive range of services
from process development to current Good Manufacturing Practices
("cGMP") commercial manufacturing focused on biopharmaceutical
products derived from mammalian cell culture. The Company's
services include cGMP clinical and commercial product
manufacturing, bulk packaging, stability testing and regulatory
strategy, submission and support. It also provides a variety of
process development services, including cell line development and
optimization, cell culture and feed optimization, analytical
methods development and product characterization.
B&B LIQUIDATING: Taps Donlin Recano as Claims Agent
---------------------------------------------------
B&B Liquidating, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Donlin, Recano &
Company, Inc., as its claims and noticing agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Debtor's Chapter 11 case.
The firm's hourly rates for professional services are:
Senior Bankruptcy Consultant $175
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Donlin received a retainer of $5,000 after the filing of the case.
Nellwyn Voorhies, executive director of Donlin, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Nellwyn Voorhies
Donlin, Recano & Company, Inc.
6201 15th Avenue,
Brooklyn, NY 11219
Phone: 212.481.1411
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.
Brian L. Davidoff, Esq., at Greenberg Glusker Fields Claman &
Machtinger LLP, is the Debtor's counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 13, 2018.
B&B LIQUIDATING: Taps Greenberg Glusker as Legal Counsel
--------------------------------------------------------
B&B Liquidating, LLC, seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Greenberg Glusker
Fields Claman & Machtinger LLP as its legal counsel.
The firm will advise the Debtor regarding matters of bankruptcy
law; assist in the negotiation and documentation of transactions
disposing of estate property; assist in the preparation of a
bankruptcy plan or in any potential sale of its assets; and provide
other legal services related to its Chapter 11 case.
The firm's hourly rates range from $325 to $950 for attorneys and
from $110 to $375 for paralegals.
Brian Davidoff, Esq., and Keith Patrick Banner, Esq., the attorneys
expected to handle the case, charge $690 per hour and $395 per
hour, respectively.
Greenberg, Siena Lending Group, LLC and the Debtor agreed that in
addition to the $75,000 retainer, the lender would allow a
carve-out from its collateral, and that the Debtor would pay the
firm's services on a weekly basis at $20,000 per week to a maximum
of $275,000.
Greenberg is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Brian L. Davidoff, Esq.
Keith Patrick Banner, Esq.
Greenberg Glusker Fields Claman & Machtinger LLP
1900 Avenue of the Stars, 21st Floor
Los Angeles, CA 90067-4590
Tel: 310.553.3610
Fax: 310.553.0687
Email: BDavidoff@GreenbergGlusker.com
Email: KBanner@GreenbergGlusker.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 on March 13, 2018.
BARRAJA INC: Initial Case Conference Set for April 10
-----------------------------------------------------
Barraja, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 18-10692) on March 13, 2018, listing assets of $0
to $50,000 and liabilities of $500,001 to $1 million. There were
no creditors with unsecured claims.
Barraja does business as Thalia Restaurant, at 250 W. 50th St., New
York.
A copy of the petition is available at
http://bankrupt.com/misc/nysb18-10692.pdf
Arnold Mitchell Greene, Esq., at ROBINSON BROG LEINWAND GREENE,
serves as counsel to the Debtor.
An Initial Case Conference is st for April 10 at 10:00 a.m. before
Judge Sean H. Lane.
The Debtor's Statement Of Financial Affairs and Schedules Of Assets
And Liabilities are due to be filed that day.
BENITEZ ALL ALUMINUM: Unsecureds to Recover 3% Under Proposed Plan
------------------------------------------------------------------
Benitez All Aluminum Corp. filed with the U.S. Bankruptcy Court for
the District of Puerto Rico a disclosure statement for their small
business chapter 11 plan of reorganization.
The Debtor is a corporation organized under the laws of the
Commonwealth of Puerto Rico in 1998 and engaged in the
manufacturing, assembly and installation of aluminum and glass
products such as security windows, residential doors, garage doors
and hurricane shutters. The Debtor's business has been mostly
concentrated into the residential market for medium/ high-class
individual customers in Puerto Rico and the US Virgin Islands.
Class 2 under the plan consists of the general unsecured claims
which total $211,711. This class will be paid $105.86 monthly with
no interest. Estimated percentage of claim to be paid is 3%.
Total monthly payment proposed under the Plan is $4,192, including
$2,692 through a 48 months term in the case of priority tax debts,
$1,394 through in the case of secured debt as per contracts, and
$106 through a 60 months term in the case of general unsecured
debt, beginning 30 days after confirmation of plan.
Source of funds for payments under the plan is the collection of
revenues for the sale and installation of products.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb17-03239-11-84.pdf
About Benitez All Aluminum Corp.
Benitez All Aluminum Corp. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 17-03239) on May 8,
2017. Its president, Noel Benitez Carrasquillo, signed the
petition.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
BIOSCRIP INC: Posts $74.3 Million Net Loss in 2017
--------------------------------------------------
BioScrip, Inc., filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss attributable to
common stockholders of $74.27 million on $817.19 million of net
revenue for the year ended Dec. 31, 2017, compared to a net loss
attributable to common stockholders of $51.84 million on $935.58
million of net revenue for the year ended Dec. 31, 2016
As of Dec. 31, 2017, Bioscrip had $603.09 million in total assets,
$605.76 million in total liabilities, $2.82 million in Series A
convertible preferred stock, $79.25 million in Series C convertible
preferred stock and a total stockholders' deficit of $84.75
million.
"We cannot assure you that our business will generate sufficient
cash flows from operations or that future borrowings will be
available to us under the Note Facilities or otherwise in an amount
sufficient to enable us to pay our indebtedness, including our
indebtedness under the First Lien Note Facility, the Second Lien
Note Facility, and the 2021 Notes, or to fund our other liquidity
needs. Our inability to pay our debts would require us to pursue
one or more alternative strategies, such as selling assets,
refinancing all or a portion of our indebtedness or selling equity
capital. However, our alternative strategies may not be feasible
at the time or may not provide adequate funds to allow us to pay
our debts as they come due and fund our other liquidity needs. In
addition, some alternative strategies are likely to require the
prior consent of our Notes Facilities lenders, which we may not be
able to obtain.
"We may need to incur substantial additional indebtedness,
including additional secured indebtedness, in the future, in
connection with future acquisitions, strategic investments and
strategic relationships. Although the First Lien Note Facility,
the Second Lien Note Facility and the indenture governing the 2021
Notes contain covenants and restrictions on the incurrence of
additional debt, these restrictions are subject to a number of
qualifications and exceptions and, under certain circumstances,
debt incurred in compliance with these restrictions, including
secured debt, could be substantial. Adding additional debt to
current debt levels could exacerbate the leverage-related risks
described above," the Company stated in the Annual Report.
Net cash provided by operating activities from continuing
operations was $5.6 million for the year ended Dec. 31, 2017, a
$41.1 million improvement, compared to cash used in operating
activities from continuing operations of $35.5 million for the year
ended Dec. 31, 2016. Cash interest payments increased $10.7
million to $45.4 million in 2017, compared to $34.7 million during
2016. These higher cash interest payments during 2017 were more
than offset by the favorable impacts of increased Adjusted EBITDA,
lower restructuring, acquisition, integration, and other expenses,
net, and working capital management.
Net cash used in investing activities from continuing operations
during the year ended Dec. 31, 2017 was $13.6 million compared to
$73.2 million of cash used during the same period in 2016.
Fluctuations in investing cash flows during the year ended
Dec. 31, 2017, as compared to the same period in 2016, were
primarily attributable to a year over year decrease in cash
consideration paid for acquisitions of $67.5 million associated
with the prior year acquisition of Home Solutions, Inc and a year
over year decrease in purchases of property and equipment of $1.2
million, offset by year over year decreases of $4.2 million and
$5.0 million associated with proceeds received in divestitures and
investment in restricted cash balances required to be maintained as
collateral in accordance with the Notes Facilities, respectively.
Net cash provided by financing activities was $44.3 million and
$109.7 million during the years ended Dec. 31, 2017 and 2016,
respectively. The cash provided in 2017 includes the net proceeds
of approximately $20.8 million from the First Quarter 2017 Private
Placement and Second Quarter 2017 Private Placement, $23.1 million
from the Priming Credit Agreement, and $294.4 million from the
Notes Facilities offset by repayments of $55.9 million on the
Company's Revolving Credit Facility and by $236.8 million of
principal payments made on the Term Loan Facility and the Priming
Credit Agreement.
At Dec. 31, 2017, the Company had net working capital (excluding
current assets and current liability of discontinued operations) of
$82.6 million, including $39.5 million of cash on hand, compared to
$43.2 million of net working capital at Dec. 31, 2016. The $39.4
million increase in working capital results primarily from the
increase in our cash and cash equivalents and restricted cash of
$34.8 million. Additional liquidity of $10.0 million is provided
by the delayed draw capacity in our Second Lien Note Facility. At
Dec. 31, 2017, the Company had outstanding letters of credit
totaling $4.8 million, collateralized by restricted cash of $5.0
million.
Future Cash Requirements
Net cash provided by operating activities from continuing
operations totaled $5.6 million during the year ended Dec. 31,
2017. The Company's working capital position as of Dec. 31, 2017
reflects a $39.4 million improvement versus Dec. 31, 2016. As of
Dec. 31, 2017, the Company had $39.5 million of unrestricted cash
on hand and, until Dec. 2018, $10.0 million of delayed draw
capacity under the Second Lien Notes Facility, maturing on Aug. 15,
2020, to supplement its working capital needs.
"If we cannot successfully execute our strategic plans we will
likely require additional or alternative sources of liquidity,
including additional borrowings.
"On June 29, 2017, we entered into the Notes Facilities pursuant to
which we issued new senior secured notes and refinanced our
existing senior secured credit facilities.
"We regularly evaluate market conditions and financing options to
improve our current liquidity profile and enhance our financial
flexibility. These options may include opportunities to raise
additional funds through the issuance of various forms of equity
and/or debt securities or other instruments, the sale of assets or
refinancing all or a portion of our indebtedness. However, there
is no assurance that, if necessary, we would be able to raise
capital to provide required liquidity.
"Additionally, we may pursue our operational and strategic plan and
will also review a range of strategic alternatives, which could
include, among other things, transitioning chronic therapies to
alliance partners, a potential sale or merger of our company, or
continuing to pursue our operational and strategic plan.
Additionally, we may pursue joint venture arrangements, additional
business acquisitions and other transactions designed to expand our
business.
"As of the filing of this Annual Report, we expect that our cash on
hand, cash from operations, and available borrowings under the
Second Lien Delayed Draw Senior Secured Notes will be sufficient to
fund our anticipated working capital, scheduled interest repayments
and other cash needs for at least the next 12 months. Principal
payments on the Notes Facilities are not required until September
30, 2019."
A full-text copy of the Form 10-K is available for free at:
https://is.gd/p4JkVT
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is a national provider of infusion
solutions that partners with physicians, hospital systems, skilled
nursing facilities and healthcare payors to provide patients access
to post-acute care services. The Company operates with a
commitment to bring customer-focused infusion therapy services into
the home or alternate-site setting. By collaborating with the full
spectrum of healthcare professionals and the patient, the Company
aims to provide cost-effective care that is driven by clinical
excellence, customer service and values that promote positive
outcomes and an enhanced quality of life for those whom it serves.
* * *
Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2'
Corporate Family Rating. BioScrip's Caa2 CFR reflects the
company's very high leverage and weak liquidity, as reported by the
TCR on Aug. 3, 2017.
In July 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on BioScrip Inc. and removed the rating from
CreditWatch, where it was placed with negative implications on Dec.
16, 2016. The outlook is positive. "The rating affirmation
reflects our view that, although BioScrip addressed its upcoming
maturities by refinancing its senior secured credit facilities and
improved its liquidity position, the company's credit measures will
remain weak in 2017 with debt leverage of about 14x (including our
treatment of preferred stock as debt) and funds from operations
(FFO) to debt in the low single digits. We expect the company to
use about $15 million - $20 million of cash in 2017, inclusive of
cash charges associated with restructuring following the recently
announced United Healthcare contract termination."
BLACK SQUARE: Taps Yip Associates as Financial Advisor
------------------------------------------------------
Black Square Financial, LLC, seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Yip
Associates as its financial advisor.
The firm will review all financial information prepared by the
Debtor; provide financial oversight and prepare reports required by
the court and the Office of the U.S. Trustee; and provide other
services related to the Debtor's Chapter 11 case.
The hourly rates for the financial advisors at Yip Associates range
from $195 to $500. Paraprofessionals charge $125 per hour.
Maria Yip, a member of the firm, charges an hourly fee of $495.
Ms. Yip disclosed in a court filing that she and her firm have not
represented and will not represent any other entity in connection
with the Debtor's case.
The firm can be reached through:
Maria M. Yip
Yip Associates
One Biscayne Tower
2 S. Biscayne Boulevard, Suite 2690
Miami, FL 33131
Tel: 305.569.0550
Fax: 1.888.632.2672
About Black Square Financial
Headquartered in Coral Springs, Florida, Black Square Financial,
LLC is a structured settlement firm that provides liquidity to its
clients by purchasing their right to receive future installment
payments awarded pursuant to a settlement agreement, or in the case
of clients that have previously purchased an annuity plan, the
right to receive future annual disbursements paid to the clients
pursuant to the annuity plan.
Black Square Financial filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 17-23562) on Nov. 8, 2017, estimating
assets of less than $500,000 and liabilities of less than $1
million.
Judge John K. Olson presides over the case.
Philip J. Landau, Esq., at Shraiberg Landau & Page PA, is the
Debtor's bankruptcy counsel. The Debtor hired The Mack Law Group,
P.C., Eason and Tambornini ALC, Crawford & Von Keller LLC, and
Beaugureau, Hancock, Stoll & Schwartz, P.C., as special counsel.
On Jan. 4, 2018, the Debtor filed its proposed Chapter 11 plan of
reorganization.
BREAST CANCER INSTITUTE: Taps C. Conde & Assoc. as Legal Counsel
----------------------------------------------------------------
Breast Cancer Institute, PSC, seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire C. Conde &
Assoc. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors to arrange an orderly
liquidation of its assets or to formulate a plan of reorganization;
and provide other legal services related to its Chapter 11 case.
The firm's hourly rates are:
Carmen Conde Torres, Esq. $300
Associates $275
Junior Attorney $250
Legal Assistant $150
The Debtor paid the firm a retainer in the sum of $15,000.
Carmen Conde Torres, Esq., a senior attorney employed with C. Conde
& Assoc., disclosed in a court filing that she and other employees
of the firm do not hold or represent any interests adverse to the
Debtor and its estate.
The firm can be reached through:
Carmen D. Conde Torres, Esq.
C. Conde & Assoc.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
E-mail: notices@condelaw.com
E-mail: condecarmen@condelaw.com
About Breast Cancer Institute PSC
Breast Cancer Institute, PSC, which conducts business under the
name Advance Breast Center, is a healthcare company that provides
breast imaging, mammography, diagnostic imaging, stereotactic
biopsy, radiology services. It is based in Cavey, Puerto Rico.
Breast Cancer Institute sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 18-01524) on March 22,
2018.
In the petition signed by Vidal Rosario Leon, president, the Debtor
disclosed $4.06 million in assets and $14.67 million in
liabilities.
Judge Brian K. Tester presides over the case.
BREDA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Affiliates that simultaneously filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Breda, a Limited Liability Company 18-10140
d/b/a The Camden Harbour Inn
83 Bay View Street
Camden, ME 04843
Tempo Dulu, LLC 18-20157
d/b/a The Danforth Inn
163 Danforth Street
Portland, ME 04101
Business Description: Breda and Tempo Dulu own the Camden Harbour
Inn and the Danforth Inn located in
Camden and Portland, Maine, respectively.
htps://www.camdenharbourinn.com/
http://www.danforthinn.com/
Chapter 11 Petition Date: March 28, 2018
Court: United States Bankruptcy Court
Maine (Bangor)
Judge: Hon. Michael A. Fagone
Debtors' Counsel: Sam D. Anderson, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
100 Middle St., West Tower
Portland, ME 04101
Tel: (207) 774-1200
Fax: (207) 774-1127
E-mail: sanderson@bernsteinshur.com
Debtors'
Financial
Advisor: SPINGLASS MANAGEMENT GROUP
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
---------- -----------
Breda $1 mil.-$10 million $1 mil.-$10 million
Tempo Dulu $1 mil.-$10 million $1 mil.-$10 million
The petitions were signed by Raymond Brunyanszki, member.
A copy of Breda's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/meb18-10410_creditors.pdf
A copy of Tempo Dulu's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/meb18-20157_creditors.pdf
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/meb18-10140.pdf
http://bankrupt.com/misc/meb18-20157.pdf
BRM HOME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Affiliates that concurrently filed voluntary petitons for relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
BRM Home Health, PLLC (Lead Case) 18-50678
1514 S 77 Sunshine Strip, Ste. 24
Harlingen, TX 78550
Bee Caring Hospice, LLC 18-50685
Merida Health Care Group of San Antonio, LLC 18-50686
Bee Caring Hospice Healthcare, Inc. 18-50688
Interworld Health Care, Inc. 18-50689
Excellent Homecare Providers Services, Inc. 18-50690
Well-Care Home Health Inc. 18-50691
Illumina, LLC 18-50692
Virtue Home Health, Inc. 18-50693
Professional Hospice Care, Inc. 18-50694
Merida Healthcare of Midland, LLC 18-50695
Corazon Del Valle, DME, LLC 18-50696
Business Description: BRM Home Health, et al., are Texas-based
home health care and hospice care agencies
that provided skilled nursing to patients
receiving care through Medicare, Medicaid,
as well as private insurers. In an effort
to return to profitability, the Debtors
ceased all operations related to home health
care and hospice care; choosing instead to
focus on provider services. The Debtors
have already discharged all patients.
The entity BRM has continued to undertake
provider services to its clients throughout
Texas, with locations in San Antonio,
Austin, Corpus Christi, El Paso, Beeville,
Waco, Eagle Pass, Laredo, and Harlingen.
BRM also owns a real property at 2900
Mossrock, San Antonio, Texas 78230, where it
maintains corporate offices and leases to
third party tenants.
Chapter 11 Petition Date: March 28, 2018
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtors' Counsel: Thomas Rice, Esq.
Randall A. Pulman, Esq.
Sydnee R. Garcia, Esq.
Matthew J. McGowan, Esq.
PULMAN, CAPPUCCIO, PULLEN, BENSON & JONES, LLP
2161 NW Military Highway, Suite 400
San Antonio, Texas 78213
Tel: (210) 222-9494
Fax: (210) 892-1610
E-mail: rpulman@pulmanlaw.com
trice@pulmanlaw.com
sgarcia@pulmanlaw.com
mmcgowan@pulmanlaw.com
BRM Home Health's
Estimated Assets: $1 million to $10 million
BRM Home Health's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Rodney Mesquias, manager.
A full-text copy of BRM Home Health's petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/txwb18-50678.pdf
A full-text copy of Bee Caring Hospice's petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/txwb18-50685.pdf
CEQUEL COMMUNICATIONS: Moody's Rates New $1.05BB Unsec. Notes Caa1
------------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 rating to the
proposed issuance of $1.05 billion of Senior Unsecured Notes due
2028 by Cequel Communications Holdings I, LLC and Cequel Capital
Corporation, a co-borrower. Proceeds from the transaction will be
used to redeem the company's outstanding 6.375% Senior Unsecured
Notes due 2020, the ratings of which will be withdrawn upon close.
As part of the transaction, Cequel will also extend at least a
portion of its revolving bank credit facility to April 2023. The
company's B2 Corporate Family Rating (CFR), B2-PD rating, Ba3
secured ratings of subsidiary Altice US Finance I Corporation and
Caa1 unsecured ratings are unchanged. The outlook is positive.
Issuer: Cequel Communications Holdings I, LLC
-- $1.05 billion Senior Unsecured Notes due 2028, Assigned
Caa1 (LGD5)
RATINGS RATIONALE
Moody's views the proposed issuance to be credit positive with the
extended maturities. Cequel's B2 CFR benefits from its stable
market position stemming from a strong base of network assets and
limited competition within its footprint other than telco DSL.
Although the pay TV is losing video subscribers in the mid-single
digit range, Cequel's relatively dominant broadband market position
results in a durable business model. The high quality of Cequel's
network and its plans for continued investment support sustained
growth in its residential and commercial businesses. Moody's also
note the company's cost cutting initiatives have yielded higher
EBITDA margins approaching 50%, above most peers. While the
company's subscriber penetration lags, Moody's expect recent and
future network upgrades to yield growth in residential and
commercial high speed data subscribers which generate very high
margins. These positive factors are balanced by falling, but still
elevated leverage which Moody's estimate was in the low 5x range
(Moody's adjusted) as of year-end 2017. The ratings are also
constrained by a financial policy that is directed from Altice USA,
the common parent company with Cablevision, creating some
uncertainty regarding the tolerance at Cequel for material
shareholder distributions. While management has guided to a lower
net leverage target of 4.5x-5x for Altice USA, the rating will
remain constrained until there is more certainty that Cequel would
not be burdened by higher leverage -- within the context of the
combined leverage target.
The positive outlook reflects Cequel's continued momentum towards
leverage reduction, with the benefits of tax reform, cost cutting
initiatives, and network upgrades driving an improved profitability
and cash flow profile.
Headquartered in Long Island City, New York, and doing business as
Suddenlink Communications, Cequel Communications Holdings I, LLC
(Cequel) serves approximately 1 million video subscribers, 1.4
million internet subscribers, and 600 thousand telephony
subscribers. The company generated revenues of approximately $2.7
billion in 2017.
The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.
CERIDIAN HCM: Moody's Affirms B3 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service revised the outlook on Ceridian HCM
Holding Inc. ("Ceridian HCM") to positive and affirmed the B3
Corporate Family Rating ("CFR"), B3-PD Probability of Default
Rating ("PDR"), and SGL-2 Speculative Grade Liquidity ("SGL")
rating following the announcement that Ceridian HCM plans for an
initial public offering of equity ("IPO"), with proceeds used to
repay the $475 million of outstanding 11% Senior Notes due 2021
("Senior Notes"). Concurrently, Ceridian HCM plans to issue a new
senior secured term loan ("New Term Loan"), using the proceeds to
refinance the existing senior secured term loan ("Existing Term
Loan"), and plans to replace the existing senior secured revolver
("Existing Revolver") with a new senior secured revolver ("New
Revolver"). Moody's assigned a B3 rating to both the New Term Loan
and the New Revolver.
Following the repayment of the Senior Notes and refinancing of the
Existing Term Loan and Existing Revolver, Moody's will withdraw the
ratings on these debt instruments.
Post-IPO, Moody's expects that leverage will improve by nearly 4
turns from nearly 12x debt to EBTIDA (year end December 31, 2017,
proforma for LifeWorks distribution, Moody's adjusted).
RATINGS RATIONALE
Ceridian HCM's B3 corporate family rating ("CFR") reflects Moody's
expectation for still high financial leverage following the
proposed IPO and refinancing. Even with the closing of the IPO and
moderate EBITDA growth in 2018, Moody's expects debt to EBITDA
(Moody's adjusted) to remain above 6x over the next year, which
will result in Ceridian HCM continuing to consume cash in 2018. The
rating also reflects the cyclicality in the business, as periods of
high unemployment and low interest rates tend to negatively affect
Ceridian HCM's financial results due to declines in both payroll
processing volume, which impacts revenues from its legacy service
bureau business, and the income that Ceridian HCM earns on customer
payroll funds temporarily held in trust. Ceridian HCM also faces
intense competition from larger U.S. payroll processors with
greater financial resources.
Nevertheless, with the increasing proportion of cloud customers
completing the implementation phase, and thus generating revenue
and EBITDA over the next two years, and the reduced interest
expense following the repayment of the Senior Notes and refinancing
of the Existing Term Loan, Moody's expects that FCF will become
positive by early 2019 and increase further in 2020. Supporting the
B3 rating, Ceridian HCM's business model provides for a relatively
predictable recurring revenue stream because of the long term
contracts and high retention of its installed user base because of
the high switching costs.
With the creation of a public float of Ceridian HCM's equity, the
company's ultimate owners, primarily Thomas H. Lee Partners, L.P.
and Cannae Holdings, Inc., will have a path to monetizing their
investment in the company, reducing the risk that the owners will
resort to debt-funded returns of equity capital.
The positive outlook reflects Moody's expectation that Ceridian HCM
will use the proceeds raised by the IPO to repay all of the Senior
Notes and will refinance the Existing Term Loan and Existing
Revolver such that total debt outstanding following closing is less
than $725 million and improving leverage by nearly 4 turns of debt
to EBITDA (Moody's adjusted). As Ceridian HCM brings an increasing
share of customers live on the cloud product line, resulting in
rapidly increasing revenues and EBITDA, leverage should decline to
below 6x debt to EBITDA (Moody's adjusted) over the next 12 to 18
months, resulting in increasing FCF generation.
The ratings could be upgraded if Ceridian HCM completes the IPO and
related debt repayment, reducing debt to below $725 million, and
expands revenues and EBITDA resulting in increasingly positive FCF
such that FCF to debt (Moody's adjusted) is sustained at least in
the low single digits percent.
The ratings outlook could be changed to stable if Ceridian HCM does
not complete the transactions to reduce debt to below $725 million.
The ratings could be downgraded if Moody's expects Ceridian HCM to
continue to consume cash, weakening liquidity.
The New Revolver and New Term Loan are guaranteed by Ceridian HCM
and certain domestic subsidiaries and are secured by substantially
all of the assets of the borrower and the guarantors. The B3 rating
on the New Revolver and the New Term Loan reflects the collateral
securing these debt instruments and the limited unsecured
liabilities to provide support.
The SGL-2 liquidity rating reflects a good liquidity profile.
Moody's expect Ceridian HCM will maintain at least $75 million of
cash and that the New Revolver's incurrence covenants will be set
at levels permitting at least $100 million of availability at
closing. Over the next year, Moody's expects FCF to be negative but
improving, with FCF turning positive by early 2019.
Assigned:
Issuer: Ceridian HCM Holding Inc.
-- Senior Secured Revolver, assigned B3 (LGD3)
-- Senior Secured Term Loan B, assigned B3 (LGD3)
Outlook Actions:
Issuer: Ceridian HCM Holding Inc.
-- Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Ceridian HCM Holding Inc.
-- Probability of Default Rating, Affirmed B3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Corporate Family Rating, Affirmed B3
Ceridian HCM Holding Inc., based in Minneapolis, Minnesota, is a
human resources software and transaction processing company
providing workforce management software, payroll and tax
processing, and other human resources services. Moodys' expects
Ceridian HCM to generate revenues of more than $700 million over
the next year. Ceridian HCM's direct holding company parent is
Ceridian LLC.
The principal methodology used in these ratings was the Business
and Consumer Service Industry published in October 2016.
CHEROKEE PHARMACY: Trustee's $1.8M Sale of All Assets Approved
--------------------------------------------------------------
Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Douglas R. Johnson, the
Chapter 11 Trustee for and on behalf of Cherokee Pharmacy & Medical
Supply, Inc., and doing business as Jittery Joes Coffee, and
Cherokee Pharmacy & Medical Supply of Dalton, Inc., to sell
substantially all of the Debtors' assets to Independent WoRx, LLC,
for the aggregate purchase price of $1,760,000, plus cash in an
amount equal to the value of the Inventory
A hearing on the Motion was held on March 21, 2018 at 10:30 a.m.
The Court entered the Bidding Procedures Order on Feb. 1, 2018. In
accordance with the Bidding Procedures Order, the Trustee conducted
an Auction on March 20, 2018 which was continued and completed on
March 21, 2018. Independent WoRx, was the winning bidder at the
Auction with a bid of $1,760,000 plus cash in an amount equal to
the value of the Inventory as finally determined pursuant to
Section 8.7 of the APA as its purchase price.
Upon the Closing, the Trustee is authorized and directed to assume,
assign and/or transfer each of the Designated Contracts to the
Purchaser. In connection with the Closing, the Purchaser will pay
to all non-Debtor parties to the Designated Contracts the cure
amounts set forth in the Contracts and Leases Schedule for all of
the Designated Contracts.
Upon the Closing or as soon as is reasonably practicable, the
Trustee will be authorized to return the cash deposit of $75,000
submitted to the Trustee by Jonathan Marquess and Pamela Marquess
in becoming a Qualified Overbidder.
Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014,
if applicable, or any other Local Bankruptcy Rule or otherwise, the
Sale Order will not be stayed for 14-days after its entry, but will
be effective and enforceable immediately upon entry pursuant to
Bankruptcy Rule 6004(h) and 6006(d). Time is of the essence in
approving the Transaction (including the transfer and the sale of
the Purchased Assets).
The automatic stay pursuant to section 362 is lifted with respect
to the Debtors to the extent necessary, without further order of
the Court, to (i) allow Purchaser to deliver any notice provided
for in the APA and Transaction Documents and (ii) allow the
Purchaser to take any and all actions permitted under the APA and
Transaction Documents in accordance with the terms and conditions
thereof.
About Cherokee Pharmacy & Medical Supply
In 1978, David Terry Forshee, a licensed pharmacist, opened
Cherokee Pharmacy & Medical Supply, Inc., in Cleveland, Tennessee
in 1978. Forshee's success and entrepreneurial spirit led him to
expand his business into Dalton, Georgia with another Cherokee
Pharmacy in 1980. His career has included the successful operation
of two additional Cherokee Pharmacies between 1982 and 2000, as
well as, other profitable endeavors.
David Terry Forshee, Cherokee Pharmacy & Medical Supply of Dalton,
Inc. ("Cherokee Dalton"), and Cherokee Pharmacy & Medical Supply,
Inc. ("Cherokee Cleveland") sought Chapter 11 protection (Bankr.
E.D. Tenn. Case Nos. 17-11918 to 17-11920) on April 28, 2017. In
the petitions signed by D. Terry Forshee, president, Cherokee
Dalton estimated less than $50,000 in assets and less than $1
million in liabilities, and Cherokee Cleveland estimated up to
$50,000 in assets and $1 million to $10 million in debt.
Cherokee Delton's and Cherokee Cleveland's cases are jointly
administered.
On Nov. 7, 2017, Douglas R. Johnson, was appointed Chapter 11
trustee for Cherokee Dalton and Cherokee Cleveland.
On Nov. 17, 2017, Robert J. Wilkinson was appointed Chapter 11
trustee for David Forshee's estate.
In Cherokee Dalton and Cherokee Cleveland's cases, Douglas Johnson,
the Trustee, hired Johnson & Mulroony, P.C., as his bankruptcy
counsel; Pharmacy Consulting Associates as consulting agent; and
Scarborough & Fulton as special counsel. Scarborough & Fulton
previously served as bankruptcy counsel to the Debtors.
T.J. Gentle, the appointed Consumer Privacy Ombudsman of Cherokee
Pharmacy & Medical Supply, Inc., hires Miller & Martin PLLC, as
counsel.
CLAIRE'S STORES: U.S. Trustee Forms Seven-Member Committee
----------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Claire's Stores Inc.
and its affiliates.
The committee members are:
(1) BOKF, N.A. as Indenture Trustee
Attn: George Kubin
1600 Broadway, 3rd Floor
Denver, CO 80202
Tel: (303) 864-7206
(2) Studex Corporation
Attn: Vladimir Reil
512 W. Rosecrans Avenue
Gardena, CA 90248-1514
Tel: (310) 851-9300
Fax: (310) 851-9400
(3) PopSockets, LLC
Attn: Scott Nichols
3033 Sterling Circle
Boulder, CO 80301
Tel: (949) 677-0193
Fax: (303) 484-2529
(4) Simon Property Group, L.P.
Attn: Ronald Tucker
225 West Washington Street
Indianapolis, IN 46204
Tel: (317) 263-2346
Fax: (317) 263-7901
(5) GGP Limited Partnership
Attn: Julie Minnick-Bowden
350 N. Orleans Street, Suite 300
Chicago, IL 60654
Tel: (312) 960-2707
Fax: (312) 442-6374
(6) Washington Prime Group, Inc.
Attn: Stephen Ifeduba
180 West Broad Street
Columbus, OH 43215
Tel: (614) 621-9000
Fax: (614) 621-8863
(7) AT&T Corp and Affiliates
Attn: James Grudus
One AT&T Way
Bedminster, NJ 07921
Tel: (908) 234-3318
Fax: (832) 213-0157
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products for
young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.
In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.
The Hon. Brendan Linehan Shannon is the case judge.
Weil, Gotshal & Manges LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. Richards, Layton & Finger, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq. FTI
Consulting is the Debtors' restructuring advisors. Lazard Freres &
Co. LLC is the investment banker. Prime Clerk is the claims agent.
COMPLETION INDUSTRIAL: Sealed Bid Procedures for Assets Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Completion Industrial Minerals, LLC ("CIM")'s sealed bid
sale procedures in connection with the sale of assets.
CIM is authorized to conduct the sale of the CIM Assets in
accordance with those procedures, but with approval of the actual
terms of the sale of the CIM Assets to any Bidder subject to final
approval of the Court at the Sale Hearing.
The Bid Deadline will be April 10, 2018, at 4:30 p.m. (CT). The
Sale Hearing will be scheduled for April 11, 2018, at 1:30 p.m.
(CT).
CIM is authorized to notice the Approved Asset Sale Procedures.
The Sale Order will provide, in addition to the terms and
conditions set forth in the Proposed Bid Procedures, that CIM is
authorized and directed to satisfy all past-due taxes secured by
liens encumbering the CIM Assets at closing on the sale of those
CIM Assets. The disputes with respect to the correct cure amounts
of any CIM Contracts will be reserved for the Sale Hearing.
About Completion Industrial Minerals
Completion Industrial Minerals, LLC -- http://www.ciminerals.com/
-- is a producer of northern alpha quartz proppants. It is a
full-service provider of products and services from the quarry to
the rail head at destination.
Completion Industrial Minerals sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-43208) on Aug.
1, 2017. In the petition signed by Thomas Giordani, its president,
the Debtor estimated assets and liabilities of $1 million to $10
million. Judge Russell F. Nelms presides over the case. Fishman
Jackson Ronquillo PLLC is the Debtor's counsel.
* * *
Completion Industrial Minerals has moved for an appointment of
Chapter 11 trustee to take over management of the estate. CIM says
does not have the cash resources to fund continued operations and
its current management does not have particular expertise in
bankruptcy restructuring matters.
CONDUENT INC: Fitch Affirms BB IDR & Revises Outlook to Positive
----------------------------------------------------------------
Fitch has affirmed Conduent Incorporated's Long-Term Issuer Default
Rating (IDR) and Conduent Business Services, LLC's Long-Term IDR
and issue ratings, in addition to revising the Outlook to Positive
from Stable. Conduent's ratings and revised Outlook are supported
by anticipated leverage reduction and FCF expansion driven by
improved margin as a result of exiting unprofitable contracts as
well as the potential use of proceeds from non-core asset
dispositions for debt reduction.
Fitch believes Conduent is on a reasonable path to stabilize its
core business, as many of its strategic contract actions are now
behind it. Prospects for growth in the highly competitive
business-process outsourcing market are modest if limited, but
Fitch sees Conduent as benefiting from an improved go-to-market
strategy predicated on greater client focus and industry vertical
expertise as well as a commitment to increase the technological
content of its offerings. Fitch expects Conduent will augment its
capabilities through acquisitions, funded from FCF, which should
add to overall top-line growth.
An upgrade in Conduent's ratings could be warranted to the extent
Conduent is able to clearly demonstrate momentum in its core
businesses and a return to more than modest revenue growth, as
Fitch anticipates near the end of the ratings horizon. A full list
of ratings actions follows the end of this release.
KEY RATING DRIVERS
Continued Top-Line Pressure: Strategic contract actions and lost
business as a result of successful remediation, continues to weigh
on the top line. Enhanced contract discipline and improved
go-to-market should help Conduent stabilize core business and
return to growth over the ratings horizon. Fitch sees Conduent
exiting one additional major customer care contract in fiscal year
(FY)19 as well as selling non-strategic businesses, leading to mid
to high single-digit revenue declines that moderate meaningfully in
FY20, supported by an anticipated stabilization in its core
business and augmented by acquisitions. Fitch believes Conduent can
achieve low single-digit organic revenue growth with 1-2 points
added by acquisitions.
Margin Expansion Potential: Exiting unprofitable contracts,
imposing increased discipline on new business, and stabilizing the
top line in conjunction with continued restructuring should lead to
material margin expansion over the ratings horizon, with its
operating EBITDA margin growing by about 2 points. Margin expansion
could be materially higher should top-line growth be higher than
the low single digits Fitch expects otherwise.
Improving FCF Profile: Improved profitability supports Conduent's
FCF profile Fitch believes FCF will expand to approximately $285
million by FY21. Conduent should benefit from reduced restructuring
cash payments and other one-off charges as well as improved working
capital management over the ratings horizon. As a result, Fitch
believes Conduent can expand its FCF margin from negative 3% in
FY17 to about 5% by FY21.
Capital Allocation Priorities: Conduent may use proceeds from
strategic dispositions for debt reduction and direct future FCF
toward acquisitions to enhance capabilities and increase the
technology content of its services, enhancing profitability and
growth potential. Fitch expects Conduent to maintain its capex
investment in the vicinity of 3% of revenue, consistent with its
stated intention to invest in its business, augmented by
acquisitions to add specific technologies and capabilities. Fitch
can see Conduent spending $250 million annually on average on such
acquisitions over the ratings horizon, funded by internally
generated sources. Fitch has not modelled an early redemption of
Conduent's 10.5% senior unsecured notes or an early refinancing of
the company's term loans. Such moves have the potential to enhance
Conduent's FCF profile through substantially reduced cash interest
expense.
DERIVATION SUMMARY
Conduent among the larger business process services-focused
providers and has sizable market share in some segments it serves.
It competes with a range of large-scale service and technology
providers, other business process outsourcing providers,
industry-specific providers as well as clients' in-house functions.
Conduent's -is positioned favorably relative to comparably rated
technology peers within Fitch's coverage universe by some measures.
Conduent is of a larger scale than 'BB' rated tech peers; however,
its growth profile is weaker (albeit as a result of its focus on
strategic contract actions). The company has modestly lower
leverage than its broad technology peers but lower profitability
and FCF margin. Conduent compares weakly to large multinational
service providers that are substantially larger and have much
broader service offerings, many of which have a greater technology
component, and accordingly are rated meaningfully higher including
Accenture (A+), International Business Machines (A+) Hewlett
Packard Enterprise (BBB+) and DXC Technology (BBB+).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Near-term revenue contraction as a result of dispositions,
further contract remediation and new-contract discipline.
-- Core revenue stabilization in FY19 increasing to around 1%+
over the ratings horizon.
-- Acquisitions of $250 million annually augmenting top-line
growth by 1-2 points in FY20 and FY21.
-- Two points of margin expansion on continued restructuring,
contract remediation and new-business discipline.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Sustained positive organic revenue growth.
-- Annual FCF above $250 million.
-- Total leverage sustained below 3x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Negative organic revenue growth.
-- Annual FCF sustained at breakeven to $250 million
-- Total leverage sustained above 3.5x
LIQUIDITY
Adequate Liquidity: Conduent had $658 million of cash and cash
equivalents at Dec. 31, 2017. Approximately $99 million in cash was
received from termination of Conduent's deferred compensation plan
and will be used to pay participants in FY18. Conduent also has a
$750 million revolving credit facility that was undrawn at Dec. 31,
2017. Fitch expects Conduent will generate $170 million-$285
million in FCF annually over the ratings horizon, which will also
support liquidity.
Manageable Debt Structure: Conduent's maturities are well staggered
with its TLA maturing in 2021 and TLB maturing in 2023. Conduent's
senior unsecured 10.5% notes mature in December 2024 but can be
redeemed in part or whole beginning Dec. 15, 2020. Fitch
anticipates Conduent may choose to redeem its senior notes early to
the extent it can reduce its financing costs. Additionally, Fitch
expects Conduent will use proceeds of asset sales to fund debt
reduction, which Fitch has assumed will be used to reduce
outstanding term loan balances. Conduent may seek to refinance its
term loans before maturity given their floating-rate exposure.
FULL LIST OF RATING ACTIONS
Fitch Ratings has affirmed the following ratings:
Conduent Inc.
-- Long-Term IDR at 'BB'.
Conduent Business Services, LLC
-- LT IDR at 'BB';
-- Senior secured term loans at 'BB+'/'RR1';
-- Senior secured revolving credit facility at 'BB+'/'RR1';
-- Senior unsecured notes at 'BB'/'RR4'.
The Rating Outlook is Positive.
CREATIVE REALITIES: Reports $7.19 Million Net Loss for 2017
-----------------------------------------------------------
Creative Realities, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to common shareholders of $7.19 million on $17.69
million of total sales for the year ended Dec. 31, 2017, compared
to a net loss attributable to common shareholders of $5.16 million
on $13.67 million of total sales for the year ended Dec. 31, 2016.
As of Dec. 31, 2017, Creative Realities had $26.04 million in total
assets, $19.76 million in total liabilities, $1.92 million in
convertible preferred stock and $4.35 million in total
shareholders' equity.
The Company has incurred net losses and negative cash flows from
operating activities for the years ended Dec. 31, 2017 and 2016.
As of Dec. 31, 2017, Creative Realities had cash and cash
equivalents of $1 million and a working capital deficit of $(3.80
million). On Nov. 13, 2017, Slipstream Communications, LLC, a
related party, extended the maturity date of the Company's term
loan to Aug. 17, 2019 and extended the maturity date of its
promissory notes on a rolling quarter addition basis which is now
April 10, 2019. While management believes that due to the
extension of its debt maturity date, its current cash balance and
our operational forecast for 2018, it can continue as a going
concern through at least March 31, 2019, given its net losses and
working capital deficit, the Company obtained a continued support
letter from Slipstream Communications, LLC through March 31, 2019.
The Company said it can provide no assurance that its ongoing
operational efforts will be successful which could have a material
adverse effect on its results of operations and cash flows.
Net cash used in investing activities during the year ended Dec.
31, 2017 was $(569,000) compared to $(292,000) during 2016. The
increase in cash used in investing activities is primarily due to
more capital expenditures during the period. The Company currently
does not have any material commitments for capital expenditures as
of Dec. 31, 2017, nor does it anticipates any significant
expenditures in 2018.
Net cash used in financing activities during the year ended Dec.
31, 2017 was $(435,000) compared to net cash provided by financing
activities during the year ended Dec. 31, 2016 of $4,389,000. The
decrease is mainly due to the issuance of new debt financing and
warrants in 2016.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/4puKtS
About Creative Realities
Creative Realities, Inc., is a Minnesota corporation that provides
innovative shopper marketing and digital marketing technology and
solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets. Creative Realities have expertise
in a broad range of existing and emerging shopper and digital
marketing technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions. Its technology
and solutions include: digital merchandising systems and
omni-channel customer engagement systems, interactive digital
shopping assistants, advisors and kiosks, and other interactive
marketing technologies such as mobile, social media, point-of-sale
transactions, beaconing and web-based media that enable its
customers to transform how they engage with consumers.
CUMULUS MEDIA: Has Until June 27 to Exclusively File Plan
---------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has extended Cumulus Media Inc. and
its affiliated debtors' exclusive periods during which only the
Debtors can file a Chapter 11 plan for each Debtor and solicit
acceptances of the plan for each Debtor through and including June
27, 2018, and Aug. 27, 2018, respectively.
As reported by the Troubled Company Reporter on March 13, 2018,
BankruptcyData.com reported that Cumulus Media asked the Court to
extend the exclusive periods to file a plan and solicit acceptances
thereof, through and including July 26, 2018, and Sept. 24, 2018,
respectively. The Debtor said that the plan's deleveraging of the
Debtors' balance sheet affords the Debtor a 'fresh start' and
provides a foundation for the long-term viability of the Debtor's
businesses for the benefit of its employees, customers and other
stakeholders.
A copy of the court order is available at:
http://bankrupt.com/misc/nysb17-13381-574.pdf
About Cumulus Media
Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a
radio broadcasting company. The Company is also a provider of
country music and lifestyle content through its NASH brand, which
serves through radio programming, NASH Country Weekly magazine and
live events. Its product lines include broadcast advertising,
digital advertising, political advertising and non-advertising
based license fees. Its broadcast advertising includes the sale of
commercial advertising time to local, national and network clients.
Its digital advertising includes the sale of advertising and
promotional opportunities across its Websites and mobile
applications. Its across-the-nation platform generates content
distributable through both broadcast and digital platforms.
Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its
affiliates, including NY Radio Assets, LLC, and Westwood One, Inc.,
sought voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017.
In the petition signed by Richard Denning, senior vice president
and general counsel, the Debtors estimated assets of $1 billion to
$10 billion and estimated liabilities of $1 billion to $10
billion.
The case is assigned to Hon. Shelley C. Chapman.
The Debtors are represented by Paul M. Basta, Esq., Lewis R.
Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler,
Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.
PJT Partners LP serves as the Debtors' investment banker. Alvarez
& Marsal North America, LLC, serves as the Debtors' restructuring
advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors'
claims, notice and balloting agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Dec. 11, 2017. The Committee tapped Akin
Gump Strauss Hauer & Feld LLP as its legal counsel, and Moelis &
Company LLC as its financial advisor.
D.G.W. HOLDING: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: D.G.W. Holding Corp.
111 East 14th Street, Suite 259
New York, NY 10003
Business Description: D.G.W. Holding Corp., a Single Asset Real
Estate (as defined in 11 U.S.C. Section
101(51B)), owns a real property as tenants
in common located at 418 Lafayette
Ave. Brooklyn New York. The Company valued
the Property at $1.10 million.
Chapter 11 Petition Date: March 28, 2018
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 18-10849
Judge: Hon. Martin Glenn
Debtor's Counsel: Mark A. Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
800 Third Avenue, 11th Floor
New York, NY 10022
Tel: (212) 593-1100
Fax: (212) 644-0544
E-mail: mfrankel@bfklaw.com
Total Assets: $1.10 million
Total Liabilities: $1.74 million
The petition was signed by Jae Yang, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors, is available for
free at: http://bankrupt.com/misc/nysb18-10849.pdf
DANA HOLLISTER: U.S. Trustee Forms 4-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on March 28 appointed four creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Dana Hollister.
The committee members are:
(1) Glyn Aeppel
175 Rennell Drive
Southport, CT 06890
Phone: (203) 221-3108
Fax: (203) 221-3109
Email: gaeppel@gmail.com
(2) Sue Balmforth
2658 Griffith Park Blvd., Suite 313
Los Angeles, CA 90039
Phone: (310) 450-3620
(3) Steven Vitalos
6115 1/2 Winans Drive
Los Angeles, CA 90068
Phone: (818) 404-2799
Email: svitalos@gmail.com
(4) Rachel Bartov Douglas
1936 Redcliff Street
Los Angeles, CA 90039
Phone: (310) 704-3713
Email: Rachel.bartov@gmail.com
Counsel: Myman Greenspan et al.
Attn: Eric Grennspan
11601 Wilshire Blvd., Suite 2200
Los Angeles, CA 90025
Phone: (310) 231-0828
Email: egreenspan@mymangreenspan.com
Ms. Hollister is represented by:
David A. Tilem, Esq.
Law Offices of David A. Tilem
206 N. Jackson Street, Suite 201
Glendale, CA 91206
Toll Free: 800-474-0097
Fax: 818-507-6800
Email: davidtilem@tilemlaw.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Dana Hollister
Dana Hollister sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-12429) on March 6, 2018. David
A. Tilem, Esq., at the Law Offices of David A. Tilem is the
Debtor's bankruptcy counsel.
DIAMOND CONTRACT: Needs More Time to Exclusively File Plan
----------------------------------------------------------
Diamond Contract Flooring, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to extend the exclusive period
during which only the Debtor can file a plan of reorganization by
60 days to May 28, 2018.
The Debtor's exclusive right to file a plan will expire on March
28, 2018. This is the Debtor's first request for an extension.
The Debtor had anticipated filing a plan and disclosure statement
within the exclusive period, but have been temporarily delayed by
the negotiations with Keystone to increase its weekly payment so
that the Debtor is able to propose a feasible Chapter 11 plan that
should result in an uncontested confirmation.
It is the Debtor's intention to pay close to 100% of its unsecured
claims, less any claims that the Debtor will move to expunge.
The Debtor and Keystone have discussed increasing Keystones weekly
payment to the Debtor in order for the Debtor to propose the plan
anticipated above.
The Debtor's counsel has had discussions with creditors in order to
attempt to resolve. In those cases found where an extension was
not granted, the Debtor had had multiple requests and extensions.
The Debtor believes that, if the exclusive period is extended as
requested, the interests of the Debtor and its estate will be
protected and the Debtor will be able to pursue negotiations with
its creditors regarding a consensual plan of reorganization.
A substantial benefit will be conferred upon the Debtor if the
exclusivity period is extended in that the Debtor will be afforded
a short period of additional time within which to operate with
increased income building up funds to pay claims upon confirmation,
and more importantly to formulate a plan of reorganization with its
creditors which will be feasible and acceptable.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/paeb17-16672-60.pdf
About Diamond Contract Flooring
Diamond Contract Flooring, LLC, is a privately held company in
Bensalem, Pennsylvania, and has been in the business of
wholesale-floor coverings since 2000. The company sells and
installs carpeting, tile, hardwoods and other types of flooring for
residential and commercial establishments in both Pennsylvania and
New Jersey.
Diamond Contract Flooring filed a Chapter 11 petition (Bankr. E.D.
Pa. Case No. 17-16672) on Sept. 29, 2017. In the petition signed
by Christopher Diamond, president, the Debtor disclosed $142,481 in
assets and $1.32 million in liabilities.
The Hon. Eric L. Frank presides over the case.
McDowell Posternock Apell & Detrick, P.C., serves as bankruptcy
counsel to the Debtor, and later substituted by Boyle & Valenti
Law, P.C., as bankruptcy counsel.
DIRECTVIEW HOLDINGS: Apollo Has Rights to Own 9.9% of Shares
------------------------------------------------------------
Apollo Management Group, Inc. disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission that as of March 26,
2018, it has rights under a series of convertible notes to own an
aggregate number of shares of DirectView Holdings, Inc.'s common
stock in an amount not to exceed 9.9% of the shares then
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/GG8XZu
About Directview Holdings
DirectView Holdings, Inc. is a full-service provider of
teleconferencing services to businesses and organizations. The
Company's conferencing services enable its clients to
cost-effectively conduct remote meetings by linking participants in
geographically dispersed locations. The Company's primary focus is
to provide high value-added conferencing services to organizations
such as professional service firms, investment banks, high tech
companies, law firms, investor relations firms, and other domestic
and multinational companies. The Company is also a provider of the
latest technologies in surveillance systems, digital video
recording and services. The systems provide onsite and remote
video and audio surveillance. DirectView Holdings was incorporated
in the State of Delaware on Oct. 2, 2006. On July 6, 2012 the
Company changed its domicile from Delaware and incorporated in the
State of Nevada. The Company maintains a Web site at
www.directviewinc.com and www.directviewsecurity.com. Recently,
the Company purchased the domain name www.directview.com which it
intends to make its main website.
DirectView incurred a net loss of $4.79 million in 2016 and a net
loss of $4.37 million in 2015. As of Sept. 30, 2017, DirectView
had $3.90 million in total assets, $18.41 million in total
liabilities and a total stockholders' deficit of $14.51 million.
D'Arelli Pruzansky, P.A., in Coconut Creek, Florida, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, stating that the
Company had net cash used in operations of approximately $1,047,000
for the year ended Dec. 31, 2016. The Company also had an
accumulated deficit of approximately $27,844,000, a stockholders'
deficit of approximately $10,117,000 and a working capital
deficiency of approximately $10,143,000 at Dec. 31, 2016. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
DPW HOLDINGS: Sells $1 Million Unsecured Note to Investor
---------------------------------------------------------
DPW Holdings, Inc. entered into a securities purchase agreement on
March 23, 2018, to sell and issue a 12% Note and a warrant to
purchase shares of common stock to an accredited investor. The
Note has been issued at a 10% original issue discount. Under the
terms of the Warrant, up to 300,000 shares of common stock may be
purchased at a purchase price of $1.15 per share, subject to
adjustments, if the Note is paid in full on or before May 23, 2018,
or up to 450,000 shares of common stock, if the Note is paid by
June 22, 2018. The Company has agreed to register the shares of
common stock underlying the Warrant under the Securities Act of
1933.
Description of the 12% Note
The Note is in the principal amount of $1,000,000 and was sold for
$900,000, bears interest at 12% simple interest on the principal
amount, and is due on June 22, 2018. Interest only payments are
due, in arrears, on a monthly basis commencing on April 23, 2018.
The Note is unsecured by any assets of the Company but is
guaranteed by the Company's chief executive officer pursuant to a
Guaranty Agreement of even date.
The Note contains standard and customary events of default
including, but not limited to failure to make payments when due
under the Note, failure to comply with certain covenants contained
in the Note, or bankruptcy or insolvency of the Company. In the
event of late payment or default, without further notice to the
Company, interest on the outstanding amount of the Note will begin
to accrue at the rate of 18% per annum on the due date of the
missed payment until the Company pays the late interest payment or
the amount due under the Note. In addition, an additional $100,000
to the principal amount of the Note if it is paid by
June 22, 2018. The Note is not convertible.
Description of the Warrant
The Warrant entitles the holder to purchase shares of common stock
at a purchase price of $1.15 per share for a period of five years
subject to certain beneficial ownership limitations. The Warrant
is exercisable six months after the issuance date. The exercise
price of the Warrant is subject to adjustment for customary stock
splits, stock dividends, combinations or similar events. The
Warrant may be exercised for cash or on a cashless basis.
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.
DTE ENERGY: Moody's Affirms Ba1 Rating on Secured Bonds Due 2024
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating assigned to DTE
Energy Center LLC's (DTEEC) senior secured bonds due 2024. The
rating outlook remains stable.
RATING RATIONALE
The Ba1 rating affirmation reflects the essential nature of the
diverse production support systems and services the company
provides to FCA US LLC (FCA US), a subsidiary of Fiat Chrysler
Automobiles N.V. (FCA: Ba2 stable), under contractual arrangements
that expire in 2024. The strength of these contractual arrangements
have resulted in DTEEC's sound consistent and highly predictable
financial performance since 2004.
DTEEC's rating, however, is currently constrained by the
speculative but improved credit profile of FCA and FCA US, the
legal counterparty under each of the contractual arrangements with
DTEEC. FCA's credit profile continues to trend upward as evidenced
by Moody's recent upgrade of the company's Corporate Family Rating
to Ba2 from Ba3 driven by the reduction in FCA's leverage profile
and its attainment of stronger key credit metrics.
The Ba1 rating affirmation also considers the fact that FCA US's
payments obligations remain guaranteed by Daimler North America
Holding Corporation (DNAHC; unrated), a subsidiary of Daimler AG
(Daimler: A2 stable). While the existence of this guarantee is a
credit positive, the rating impact for DTEEC is muted by the
recognition that both Daimler and DNAHC no longer have an economic
interest in FCA US and by the fact that DNAHC's guarantee is not
backstopped by Daimler. For these reasons, Moody's believe that the
rating at DTEEC should be more aligned with the speculative grade
off-taker credit quality at FCA rather than the credit profile of
the unrated guarantor.
The stable outlook reflects Moody's expectations that DTEEC will
continue to demonstrate consistent financial and operating
performance. The stable outlook acknowledges that FCA US has idled
one of the production facilities serviced by DTEEC but has
continued to make payments in accordance with the terms of its
contractual arrangements.
A further upgrade of FCA would likely place upward pressure on
DTEEC's rating. Downward rating pressure could develop if there
were to be persistent operating challenges that adversely affect
DTEEC's financial or if FCA's rating were to be materially
lowered.
The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.
DUBLIN MANAGEMENT: April 6 Meeting Set to Form Creditors' Panel
---------------------------------------------------------------
Andy Vara, United States Trustee for Region 3, will hold an
organizational meeting on April 6, 2018, at 10:00 a.m. in the
bankruptcy case of Dublin Management Associates of NJ, Inc. t/a
Lynch Industries.
The meeting will be held at:
United States Bankruptcy Court
402 East State Street, Room 129
Trenton, New Jersey 08608
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Dublin Management
Dublin Management Associates of New Jersey, Inc., doing business as
Lynch Industries is in the window and lobby displays and cutouts
business.
Dublin Management Associates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.J. Case No. 18-14501) on March 7,
2018. In its petition signed by Michael Carrozza, president and
CEO, the Debtor disclosed $1 million to $10 million in assets and
$1 million to $10 million in liabilities. Hon. Christine M.
Gravelle presides over the case.
The Debtor hired Albert A. Ciardi, III, Esq. of Ciardi Ciardi &
Astin, P.C. as bankruptcy counsel.
EDENWALD REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Edenwald Realty LLC
2128 Edenwald Ave
Bronx, NY 10466
Business Description: Edenwald Realty LLC, a real estate lessor,
owns in fee simple real properties located
at 4103 Monticello Ave, Bronx, New York
valued by the Company at $562,000 and
2128 Edenwald Avenue, Bronx, New York,
valued by the Company at $600,000.
Chapter 11 Petition Date: March 29, 2018
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 18-10865
Debtor's Counsel: Timothy G. Holden, Esq.
LAW OFFICE OF TIMOTHY G. HOLDEN
445 Hamilton Avenue, Suite 1102
White Plains, NY 10601
Tel: (914) 358-3277
Fax: (914) 517-5968
E-mail: tholden@tholdenlaw.com
Total Assets: $1.16 million
Total Liabilities: $1.84 million
The petition was signed by Deanne Rodney, manager.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb18-10865.pdf
ELECTRONIC SERVICE: Sale/Abandonment of Assets Approved
-------------------------------------------------------
Judge Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington authorized Electronic Service Provider,
Inc.'s sale or abandonment of all its burdensome property.
The Debtor and Columbia Bank have mutually arranged or agreed to
agent or agents to immediately or as soon as practicable, remove
and sell and liquidate all of the subject property to obtain what
reasonable or saleable value can be derived from the property, from
any property as is, or by metal value by weight, or the like, and
if applicable, the property items may be sold "as is, where is" by
the agents, with appropriate prior arrangements for the same made
with the Debtor and Columbia Bank.
The Debtor and Columbia Bank will ensure that said agent or agents
provide reasonably detailed listing and accounting to the Bank and
to the Debtor of the items being removed for sale, mode of sale or
other disposition, gross sale amounts, costs of the removal, sale
or other disposition, and of the resulting net proceeds from the
removal and sale process, after its completion. Columbia Bank will
receive and be paid any net proceeds derived from the removal, sale
or other disposition of the subject property pursuant to Section
363 of the Bankruptcy Code.
The Debtor is authorized to abandon any of the subject property not
otherwise sold or disposed of.
The Debtor may provide a follow-up Report to the Court following
the removal and sale or other disposition process, as circumstances
may warrant.
About Electronic Service Provider
Electronic Service Provider, Inc., sought Chapter 11 protection
(Bankr. W.D. Wash. Case No. 18-10338) on Jan. 28, 2018. In the
petition signed by Deborah Montalvo, President, the Debtor
estimated assets and liabilities in the range of $100,001 to
$500,000. The Debtor tapped Patrick H. Brick, Esq., at Patrick
Henry Brick, as counsel.
EMMIS COMMUNICATIONS: S&P Affirms 'B-' CCR, Outlook Stable
----------------------------------------------------------
U.S. radio broadcaster Emmis Communications Corp. has entered into
definitive agreements to sell its St. Louis radio stations to
Hubbard Radio LLC and Entercom Communications Corp. for $60
million, pending Federal Communications Commission (FCC) approval.
It plans to use the proceeds to repay debt.
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Indianapolis-based radio broadcasting company Emmis Communications
Corp. The rating outlook is stable.
S&P said, "At the same time, we affirmed our 'B+' issue-level
rating and '1' recovery rating on the company's $205 million senior
secured credit facility. The credit facility comprises a $185
million term loan due April 2019 and a $20 million revolver due
August 2018. The '1' recovery rating indicates our expectation for
very high recovery (90%-100%; rounded estimate: 95%) of principal
in the event of a payment default.
"Our corporate credit rating on Emmis is based on the company's
near-term debt maturities, which limit its liquidity position. This
is partially offset by our expectation that the company has access
to several potential liquidity sources that it could use to avoid a
default. Emmis' sale of its St. Louis station group continues the
company's recent history of selling its operating assets to repay
its senior secured debt. The company sold its Texas Monthly
publication in 2016 and subsequently sold its Los Angeles-based
KWPR 105.9 radio station and most of its remaining publishing
assets in 2017, and it used the proceeds to repay debt. The asset
sales reduced the amount of senior secured debt on the balance
sheet to roughly $78.5 million as of Nov. 30, 2017, from roughly
$185 million as of Feb. 28, 2016. The St. Louis group sale will
generate $41 million in net proceeds, which we expect the company
to use to further reduce its senior secured debt.
"The stable outlook reflects our expectation that Emmis will
continue to pursue deleveraging asset sales with the goal of
repaying its senior secured term loan over the next 12 months.
"We could lower the corporate credit rating if we no longer believe
the company will be able to refinance or repay its senior secured
credit facility over the next 12 months.
"While unlikely at this time, we could raise the rating if Emmis is
able to generate strong organic growth in its radio business and
improve the profitability of its emerging technology segment,
leading us to expect it will sustain leverage well below 4x."
EMPLOYBRIDGE HOLDING: S&P Hikes CCR to B- on Improved Performance
-----------------------------------------------------------------
S&P Global Ratings revised its corporate credit rating on
Atlanta-based EmployBridge Holding Co. to 'B-' from 'CCC+'. The
rating outlook is stable.
S&P said, "At the same time, we are assigning our 'B-' issue-level
rating on the company's proposed $485 million senior secured
first-lien term loan due 2025. The '3' recovery rating indicates
our expectation for meaningful recovery (50%-70%; rounded estimate:
65%) of principal for lenders in the event of a payment default.
"We will withdraw our issue-level and recovery ratings on the
company's existing debt once the transaction closes."
The upgrade reflects EmployBridge's reduced covenant pressure,
absence near-term debt maturities and reduced cash interest burden
following the refinancing. S&P said, "Furthermore, we expect
EmployBridge will benefit from continued modest revenue growth and
EBITDA margin improvement, and its leverage will remain in mid- to
low-6x range (adjusted to include the $125 million preferred
perpetual equity as debt) in 2018 and 2019. We believe the
company's significant 5% annual amortization payments over the next
two years and modest EBITDA growth will primarily drive the
leverage reduction.
"The stable rating outlook reflects our expectation that
EmployBridge will see low-single-digit percentage revenue growth,
modest adjusted EBITDA margin improvement to above 3%, adjusted
leverage declining to the low-6x area, and FOCF to debt of
approximately 5% over the next 12 months.
"We could lower the corporate credit rating if the company's
operating performance weakens, resulting in adjusted leverage above
7x or if FOCF declines below $20 million. This could result from a
downturn in the economy leading to lower demand for temporary
staffing, increased competition, and pricing pressure affecting
already low margins.
"Although unlikely over the next 12 months, given the company's
high debt leverage, we could raise the rating if the company
exhibits robust revenue and EBITDA growth, such that adjusted
leverage declines below 5x and FOCF to debt exceeds 10%, and we
expect the improved performance to be sustainable. This could
result from strong organic growth due to continued growth in U.S
economy, favorable secular trend towards more flexible staffing
structures, and diversification into other temporary staffing
segments and or geographies."
ENCANA CORP: Moody's Hikes Corporate Family Rating to Ba1
---------------------------------------------------------
Moody's Investors Service upgraded Encana Corporation's Corporate
Family Rating (CFR) to Ba1 from Ba2, the Probability of Default
Rating to Ba1-PD from Ba2-PD and senior unsecured notes rating to
Ba1 from Ba2. The Not Prime commercial paper program was also
affirmed. The Speculative Grade Liquidity Rating was affirmed at
SGL-2. The rating outlook has been changed to stable from
positive.
"The upgrade reflects rising production from the Montney and
Permian, which will support strengthening credit metrics together
with operational efficiencies," said Paresh Chari, AVP-Senior
Analyst.
Upgrades:
Issuer: Encana Corporation
-- Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
-- Corporate Family Rating, Upgraded to Ba1 from Ba2
-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1(LGD4)
from Ba2(LGD4)
Issuer: Alberta Energy Company Limited
-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1(LGD4)
from Ba2(LGD4)
Outlook Actions:
Issuer: Encana Corporation
-- Outlook, Revised to Stable from Positive
Affirmations:
Issuer: Encana Corporation
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Senior Unsecured Commercial Paper, Affirmed NP
RATINGS RATIONALE
Encana's Ba1 CFR benefits from a sizeable production and reserves
base with diversification across four core basins, strengthening
credit metrics with retained cash flow to debt expected to be about
35% for 2018 and 50% in 2019, and solid leveraged full-cycle ratio
(LFCR) reaching around 2x in 2018 and 2019, driven by significantly
improved finding and development (F&D) costs. Encana's CFR is
constrained by the execution risk around its cube development both
in terms of logistical execution and return generation, expected
cost inflation in 2019, which will increase from 2018 given that
Encana has largely locked in service rates for 2018, and a low
proved developed reserve life of about 3.5 years.
Encana has good liquidity (SGL-2). Encana has $719 million of cash
as of December 31, 2017 and a fully available $4.5 billion
unsecured revolving credit facilities that mature in 2020 to fund
Moody's expected 2018 negative free cash flow of about $230 million
and a $500 million debt maturity in Q2/19. Moody's also expects
Encana to buy back shares in a measured approach through 2018,
which may total around $400 million. Encana should be well in
compliance with its sole financial covenant which requires debt to
capitalization to be under 60%. Encana has assets, albeit more
limited than in the past, that it could sell to enhance liquidity.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated Ba1, at the CFR, as all the
debt in the capital structure is unsecured.
The stable outlook reflects Moody's view that Encana will have
strong credit metrics through 2019 although execution risk remains
to achieve them.
The ratings could be upgraded if retained cash flow to debt is
sustainable above 40% (27% as of 12/31/2017) and LFCR is above 1.5x
(1.5x as of 12/31/2017) and if proved developed reserve life (3.5
years as of 12/31/2017) trends towards 5 years.
The ratings could be downgraded if retained cash flow to debt is
below 20% (27% as of 12/31/2017) or if LFCR is below 1x (1.5x as of
12/31/2017).
Encana is a Calgary, Alberta based independent exploration and
production company that produced 313,200 barrels of oil equivalent
per day in 2017. Encana's reserves and production are domiciled
exclusively in North America, focused primarily on unconventional
onshore natural gas, oil and natural gas liquids in western Canada
and in Texas.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
FARNAN INC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee on March 30 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Farnan Inc.
About Farnan Inc.
Farnan Inc., operator of a bar and restaurant known as the Village
Inn, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
18-20378) on Feb. 1, 2018. At the time of the filing, the Debtor
disclosed that it had estimated assets and liabilities of less than
$500,000. Judge Carlota M. Bohm presides over the case. The
Debtor is represented by Christopher M. Frye, Esq., at Steidl &
Steinberg.
FDS TRUCKING: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: FDS Trucking, LLC
5130 Broad Street
Brooksville, FL 34601
Business Description: FDS Trucking, LLC, headquartered in
Brooksville, Florida, is privately
held company in the specialized freight
trucking industry. FDS Trucking is an
affiliate of Florida Dirt Source, LLC, which
sought bankruptcy protection on March 27,
2018 (Bankr. M.D. Fla. Case No. 18-02352).
Chapter 11 Petition Date: March 28, 2018
Case No.: 18-02422
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: Hon. Michael G. Williamson
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
All@tampaesq.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gerard W. Rousseau, Sr., managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors, is available for
free at: http://bankrupt.com/misc/flmb18-02422.pdf
FIRSTENERGY SOLUTIONS: Files Ch.11 Ahead of $100-Mil. Debt Payment
------------------------------------------------------------------
Akron, Ohio-based FirstEnergy Solutions (FES), its subsidiaries and
FirstEnergy Nuclear Operating Company (FENOC) filed voluntary
petitions under Chapter 11 of the Federal Bankruptcy Code with the
U.S. Bankruptcy Court in the Northern District of Ohio in Akron on
March 31, 2018, to facilitate an orderly financial restructuring.
FES has been in the red the past two years. For the year ended
Dec. 31, 2017, FES reported a net loss of $2.4 billion. In 2016,
it posted a net loss of $5.4 billion. It reported an $82 million
income in 2015.
As of Dec. 31, 2017, FES listed $5.5 billion in total assets
against $1.25 billion in total current liabilities, $2.3 billion in
long-term debt and other long-term obligations and $4.0 billion in
non-current liabilities, consisting of deferred gain on sale and
leaseback transaction, retirement benefits and asset retirement
obligations.
Parent company, First Energy Corp. (NYSE: FE), listed $42.2 billion
in total assets against $4.07 billion in total current liabilities,
$21.1 billion in long-term debt and other long-term obligations and
$13.1 billion in non-current liabilities as of Dec. 31, 2017.
First Energy Corp. warned in its annual report on Form 10-K filed
in February 2018, that FES subsidiaries have debt maturities of
$515 million in 2018, (excluding intra-company debt), beginning
with a $100 million principal payment due April 2, 2018. Based on
FES' current senior unsecured debt rating, capital structure and
long-term cash flow projections, the debt maturities are unlikely
to be refinanced, the parent company said.
According to First Energy Corp., although management continues to
explore cost reductions and other options to improve cash flow,
these obligations and their impact to liquidity raise substantial
doubt about FES' ability to meet its obligations as they come due
over the next 12 months and, as such, its ability to continue as a
going concern.
The parent company also indicated at that time that the strategic
options to exit the remaining portion of the company's CES
portfolio, which is primarily at FES, are limited. The credit
quality of FES, including its unsecured debt rating of Ca at
Moody's, C at S&P, and C at Fitch and the negative outlook from
Moody's and S&P, has challenged its ability to consummate asset
sales. The CES segment, through FES and another entity, AE Supply,
primarily supplies electricity to end-use customers through retail
and wholesale arrangements.
The parent also added that the inability to obtain legislative
support under the Department of Energy's Notice of Proposed
Rulemaking (NOPR), which was rejected by the Federal Energy
Regulatory Commission (FERC), limits FES' strategic options to
plant deactivations, restructuring its debt and other financial
obligations with its creditors, and/or to seek protection under
U.S. bankruptcy laws.
According to a news statement issued Saturday, FES and FENOC
collectively have more than $550 million in cash, which they
believe is sufficient liquidity to continue normal operations and
meet post-petition obligations to employees, suppliers and
customers as they come due.
FES and FENOC own, and operate two coal-fired plants, one dual fuel
gas/oil plant, one pet-coke fired plant and three nuclear power
plants in the competitive, or non-regulated, power-generation
industry.
Parent First Energy Corp. announced in November 2016 that it
planned to exit the competitive generation business. On March 28,
2018, FES filed notice with PJM Interconnection LLC (PJM), the
regional transmission organization, that the three nuclear
facilities would be deactivated or sold during the next three
years. In the meantime, all of the plants will continue current
operations.
Donald R. Schneider, President of FES, said, "Given the prospective
timing of federal and state review and our ongoing cash needs and
debt service obligations, the FES and FENOC Boards of Directors
determined that the Chapter 11 filing represents our best path
forward as we continue to pursue opportunities for restructuring,
asset sales and legislative and regulatory relief. We believe that
this decision will best serve our customers, employees and business
partners."
The Filing Entities expect that the Chapter 11 process will enable
them to improve the viability of their operations. FES will also
continue seeking legislative and regulatory relief at the state and
federal level.
For example, on March 29, 2018, FES filed an application with U.S.
Secretary of Energy Rick Perry seeking an emergency order directing
PJM to secure the long-term capacity of certain nuclear and
coal-fired plants in the region -- including FES plants -- to
compensate their owners "for the full benefits they provide to
energy markets and the public at large, including fuel security and
diversity."
The relief is being sought under Section 202(c) of the Federal
Power Act, which gives the Secretary extraordinary powers to
address such emergencies.
FES and FENOC have engaged in constructive discussions with parties
representing their creditors. Those discussions are continuing as
the Debtors explore strategic alternatives for the competitive
generation businesses. FES and FENOC have filed customary
first-day motions with the Bankruptcy Court to support operations
during the court-supervised process, including motions requesting
authority to pay prepetition and post-petition employee wages and
benefits and to continue customer programs. The Filing Entities
will continue to adhere to all applicable regulatory and
environmental standards.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process.
Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel to
the Filing Entities, Lazard Freres & Co. is serving as investment
banker and Alvarez & Marsal North America, LLC is serving as
restructuring advisor and Charles Moore has been appointed as Chief
Restructuring Officer for the Filing Entities. Prime Clerk serves
as the Debtors' claims and noticing agent.
FES is a subsidiary of FirstEnergy Corp (NYSE: FE) --
http://www.firstenergycorp.com/. FES provides energy-related
products and services to retail and wholesale customers; and owns
and operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary.
Nuclear generating plants are operated by FENOC, which is a
separate subsidiary of FirstEnergy Corp.
G.A.F. SEELIG: Proposed Auction of Assets Approved
--------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York authorized G.A.F. Seelig, Inc. to (i)
conduct a public and online auction of its furniture, fixtures,
equipment, vehicles and related assets by its retained auctioneer.
The sale will be free and clear of all liens, claims, encumbrances
and interests, with such liens, claims, encumbrances and interests
to attach to the proceeds of sale.
The Debtor will return to Salem Truck Leasing, Inc., without any
cost to the Debtor or its estate, the chassis listed on Exhibit A
that are in its possession unless it comes to an agreement with
Salem as to the sale of the chassis to a third party.
The public and online auction will be held on March 20, 2018 at
11:00 a.m. at 59-05 52nd Avenue, Woodside, New York.
The Debtor will segregate the proceeds of the sale of the Auctioned
Assets upon receipt from the Auctioneer subject to further order of
the Court.
The sale of the Auctioned Assets approved by the Order is not
subject to avoidance, pursuant to 11 U.S.C. Section 363(n), subject
to further order of the Court.
The stay under Bankruptcy Rule 6004(h) is waived and the Order will
be effective and enforceable immediately upon entry by the Court.
The Debtor is authorized to abandon under 11 U.S.C. Section 554 any
non-saleable Auctioned Assets by removing and discarding them from
its premises.
A copy of the Exhibit A attached to the Motion is available for
free at:
http://bankrupt.com/misc/GAF_Seelig_154_Order.pdf
About G.A.F. Seelig
Headquartered in Woodside, New York, G.A.F. Seelig, Inc., is a
family owned company that distributes dairy products (skims,
lo-fats, whole milk), creams, yogurts, juices, water, imported and
domestic cheeses, purees, raviolis and pastas, oils and vinegars,
chocolate and an ever expanding array of food service items.
G.A.F. Seelig, Inc., filed Chapter 11 petitions (Bankr. E.D.N.Y.
Case Nos. 17-46968) on Dec. 30, 2017. In the petition signed by
Rodney P. Seelig, president, the Debtor estimated assets of $1
million to $10 million and total liabilities of $1 million to $10
million.
The Debtors tapped Michael L Moskowitz, Esq., at Weltman &
Moskwitz, LLP, as bankruptcy counsel; and MYC & Associates, Inc.,
as auctioneer.
GATES COMMUNITY: Taps Galvin Realty Group as Real Estate Broker
---------------------------------------------------------------
Gates Community Chapel of Rochester, Inc., seeks approval from the
U.S. Bankruptcy Court for the Western District of New York to hire
Galvin Realty Group, Inc., as its real estate broker.
The firm will assist the Debtor in connection with the sale of some
of its real properties located in and around Yates County, New
York.
The Debtor proposes to pay a commission of 6% of the sales price,
of which 50% of the commission will be paid to Galvin while the
other 50% will be paid to the buyer's agent.
Meredith Galvin-Silverman, vice-president of Galvin, disclosed in a
court filing that her firm does not represent any interests adverse
to the Debtor or its estate.
The firm can be reached through:
Meredith L. Galvin-Silverman
Galvin Realty Group, Inc.
339 East Ave., Suite 400
Rochester, NY 14604
Phone: (585) 546-1290
E-mail: merisilver@yahoo.com
About Gates Community Chapel
of Rochester Inc.
Gates Community Chapel of Rochester Inc., which conducts business
under the name Freedom Village USA, is a mid-sized religious
organization located in Lakemont, New York. Founded in 1977, Gates
Community Chapel is an international ministry to young people and
their families. It claims to be a completely "faith based
ministry" and receives no government support from either the United
States or Canada.
Gates Community Chapel of Rochester sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-20169) on
Feb. 23, 2018. In its petition signed by Fletcher A. Brothers,
president, the Debtor estimated assets and liabilities of $1
million to $10 million. Judge Warren presides over the case.
Dibble & Miller, P.C. is the Debtor's bankruptcy counsel.
GCP APPLIED: Moody's Rates $350MM First Lien Revolver Loan 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$350 million First Lien Senior Secured Revolving Credit Facility
due 2023 and a B1 rating to the proposed $350 million Senior
Unsecured Notes due 2026 of GCP Applied Technologies Inc. ("GCP").
GCP's Ba3 corporate family rating ("CFR"), Ba3-PD probability of
default rating, and other instrument ratings remain unchanged (see
rating details below). The rating outlook remains stable.
The proceeds from the $350 million new notes and $50 million to be
drawn from the new revolving credit facility along with
approximately $185 million of cash on hand will be used to
refinance the existing revolver and the notes as well as pay fees
and expenses related to the transaction.
Ratings assigned:
Issuer: GCP Applied Technologies Inc.
$350 million 1st lien senior secured revolving credit facility due
2023, assigned Ba2 (LGD2)
$350 million senior unsecured global notes due 2026, assigned B1
(LGD4)
Ratings unchanged:
Issuer: GCP Applied Technologies Inc.
Corporate Family Rating, Ba3
Probability of Default Rating, Ba3-PD
Speculative Grade Liquidity Rating, SGL-2
$250 million 1st lien senior secured revolving credit facility due
2021, Ba2 (LGD2) (to be withdrawn after close of transaction)
$525 million senior unsecured notes due 2023, B1 (LGD5) (to be
withdrawn after close of transaction)
Outlook, stable
RATINGS RATIONALE
"GCP's proposed refinancing of its existing $525 million senior
notes by the proposed $350 million notes will reduce gross debt
leverage and lower interest expenses, mitigating the impact of its
narrower business focus after the disposal of Darex in 2017.
However, the Ba3 CFR continues to reflects Moody's expectation that
the company will pursue bolt-on acquisitions to diversify its
business and keep its adjusted debt/EBITDA in the range of 3 to 4
times in the medium to long term," says Jiming Zou, Moody's Vice
President and Lead Analyst for GCP.
The proposed first-lien senior secured revolving credit facility is
rated Ba2, one notch above the Ba3 CFR, due to the first-lien
senior secured facility's priority over the senior unsecured notes.
The B1-rated senior unsecured notes reflects their effectively
subordinated ranking in the capital structure.
GCP's Ba3 corporate family rating is supported by its leading
position in the specialty construction chemicals and building
materials, its geographic diversity, and the company's low-asset
based business model. The low-cost, high specialization and name
recognition of GCP's construction products creates barriers to
entry. Its substantial cash balance after the disposal of Darex
bodes well for financial flexibility and mitigated the impact of
weaker earnings due to higher raw material prices in 2017.
However, GCP's business scale is relatively small compared to other
Ba-rated companies, in particular after the disposal of Darex. The
company's remaining business comprises specialty construction
chemicals and building materials, which have a strong focus on the
cyclical construction sector. In nearly all product areas, GCP's
competitors are larger, or captive operations within larger
companies with more financial flexibility. Moody's expect the
company to deploy its large cash balance to make bolt-on
acquisitions, which will diversify its future earnings but also
bring about near-term execution challenges.
GCP's has a strong liquidity profile (SGL-2). The company had
$721.5 million in cash, $240 million available revolving credit
facility, and $34.3 million available liquidity under various
non-U.S. credit facilities at the end of 2017. The proposed $350
million revolving credit facility will further enhance its
liquidity and buffer against working capital swings in the next 12
months. Moody's expect the company to comply with the maintenance
covenants of 2.0x minimum interest coverage and 4.5x maximum
leverage ratio as defined in its revolving credit facility.
The stable outlook reflects Moody's expectation that GCP will
maintain its solid market position in the specialty chemical
construction products, with a Moody's-adjusted EBITDA margin of
greater than 15% and adjusted debt/EBITDA in the range of 3 to 4
times.
Moody's would consider upgrading GCP' ratings if the company is
able to enhance its business profile with larger scale and more
diversification, and improve its financial metrics, in particular,
adjusted debt/EBITDA ratio sustainably below 3.0x, adjusted
RCF/debt in the 15% to 20% range and generate ample free cash flow
consistently.
Conversely, Moody's would consider downgrading GCP's ratings if the
company's credit metrics deteriorate as a result of weakening
operational performance or a change in its financial policy. Should
its debt/EBITDA ratio rise above 4.0x, RCF/debt fall below 10%,
free cash flow turn negative or liquidity deteriorate, a rating
downgrade could be considered.
Headquartered in Cambridge, Massachusetts, GCP is a global provider
of specialty chemical construction products and specialty building
materials. The company operates through two main segments after its
divestiture of Darex segment: (1) specialty construction chemicals,
focusing on products that improve the technical specifications of
concrete admixtures and cement additives and (2) specialty building
materials, offering products that protect structures from water,
air, and fire damage. GCP was spun off from W.R. Grace & Co. and
publically listed in February 2016. GCP's revenues were around
$1.08 billion for the last twelve months ending December 2017.
GELTECH SOLUTIONS: Incurs $4.16 Million Net Loss in 2017
--------------------------------------------------------
GelTech Solutions, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$4.16 million on $1.15 million of sales for the year ended Dec. 31,
2017, compared to a net loss of $4.67 million on $1.20 million of
sales for the year ended Dec. 31, 2016. The Company anticipates
these losses will continue for the foreseeable future.
"We will need to generate increased revenues to achieve
profitability and positive cash flow from operations in the future.
Despite our efforts, we may not achieve profitability or positive
cash flow in the future, and even if we do, we may not be able to
sustain being profitable," the Company stated in the Annual
Report.
As of Dec. 31, 2017, Geltech Solutions had $2.37 million in total
assets, $7.12 million in total liabilities and a total
stockholders' deficit of $4.75 million.
In 2017, net cash used in operating activities resulted from our
net loss and an increase in inventory which were partially offset
by equity-based compensation. Other major factors that impacted
the cash used in operations were the amortization of discounts on
convertible notes of $198,442 and an increase in accrued expenses,
primarily interest, of $619,884.
Cash flows used in investing activities in 2017 amounted to $23,369
consisting of investments in computer and office equipment
upgrades.
During 2017, GelTech received $210,555 from the sale of stock to
Lincoln Park Capital Fund LLC, $2,665,000 from the sale of common
stock and warrants to accredited investors in private placement
transactions, including $975,000 from the sale of common stock and
warrants to its president, chairman and principal shareholder, and
$200,000 in advances against its convertible secured line of credit
with its president, chairman and principal shareholder. These
receipts were used for working capital, capital expenditures and to
repay $83,135 of insurance financing.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a net loss and cash used in operations of $4,161,765
and $3,082,347, respectively, in 2017 and a stockholders' deficit
and accumulated deficit of $4,758,809 and $52,119,691 respectively,
at Dec. 31, 2017. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/uMY9Nd
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3) Soil2O(R),
a product which reduces the use of water and is primarily marketed
to golf courses, commercial landscapers and the agriculture market;
and (4) FireIce(R) Home Defense Unit, a system for applying
FireIce(R) to structures to protect them from wildfires.
GI REVELATION: Moody's Assigns B3 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned GI Revelation Acquisition LLC a
first time B3 Corporate Family Rating (CFR) and B3-PD Probability
of Default Rating (PDR), following the announcement of leveraged
buyouts and combination of two electronic discovery firms.
Concurrently, Moody's assigned B2 ratings to the company's proposed
$465 million senior secured first lien credit facilities (including
a $50 million revolver) and a Caa2 rating to the proposed $150
million senior secured second lien term loan. The ratings outlook
is stable.
Proceeds from the proposed debt financing along with new and
rollover equity will be used to fund GI Partners' ("Sponsor")
combined acquisitions of Advanced Discovery Holdings Corporation
("Advanced Discovery," initially GI Revelation A Merger Sub Inc.)
and Consilio Holdings, Inc. ("Consilio," initially GI Revelation B
Merger Sub Inc.). At closing, Consilio and Advanced Discovery will
be restricted subsidiaries of GI Revelation Acquisition LLC
("Borrower), and together with GI Revelation Intermediate LLC
("Parent") will unconditionally guarantee all obligations of the
borrower on a senior basis. For purposes of the credit discussion,
Moody's will refer to Consilio Holdings, Inc. and Advanced
Discovery Holdings Corporations collectively as Consilio.
Moody's assigned the following ratings to GI Revelation Acquisition
LLC:
-- Corporate Family Rating at B3
-- Probability of Default Rating at B3-PD
-- Proposed $50 million Gtd senior secured first lien revolving
credit facility due 2023 at B2 (LGD3)
-- Proposed $415 million Gtd senior secured first lien term loan
due 2025 at B2 (LGD3)
-- Proposed $150 million Gtd senior secured second lien term loan
due 2026 at Caa2 (LGD5)
-- Outlook at Stable
The assignment of ratings remain subject to Moody's review of the
final terms and conditions of the proposed financing and merger
transaction that is expected to close by April 2018.
RATINGS RATIONALE
The B3 CFR reflects the company's high pro forma debt-to-EBITDA
leverage, estimated above 7.0 times (Moody's adjusted, excluding
future synergies not yet implemented by the company and expensing
all software development costs) at December 31, 2017, elevated
integration risk associated with combining two large businesses,
expected acquisitive growth strategies, and work that is dependent
on volatile litigation and regulatory actions. The rating also
reflects Moody's expectation for modest revenue growth (low single
digit percentage) for the combined company in the highly
fragmented, competitive and labor-intensive technology services
industry supporting litigation discovery. The industry is marked by
consolidation, pricing pressure and ongoing capital expenditures
necessary for e-discovery vendors to add functionality that can
keep pace with the explosive growth of digital information. Moody's
also expects the company will generate breakeven free cash flow in
2018 as initial cash outlays will be needed to achieve the planned
synergies, integrate both operations, and fund the significant
increase in cash interest expense. The company expects full
run-rate synergies within 18 months after close, with initial
benefits beginning to be realized in late 2018. As such, Moody's
projects debt-to-EBITDA leverage to remain above 7.0 times in 2018.
These factors along with adequate liquidity weakly position the
company within the B3 rating category. Despite its modest scale
(revenues for the combined company will run at approximately $400
million), Consilio will be the industry's number-two global player
behind DTI Holdco Inc., which is more than two times the size of
Consilio.
The ratings are supported by the combined company's improved
competitive position, increased breadth of service offerings and
revenue diversity across various verticals, minimal customer
overlap as well as the potential for synergies. Consilio's
long-term relationships with blue-chip corporate and law firm
clients, augmented by a track record of high revenue retention, and
new logo wins further provide support for the rating. In addition,
favorable macro industry dynamics for the eDiscovery segment driven
by increasing hosting volumes, complexity of data and continued
outsourcing of legal services supports Moody's expectation for
stable though modest organic revenue growth over the next 12-18
months.
Moody's expects Consilio to maintain adequate liquidity over the
next 12-15 months. Because there is modest balance sheet cash at
the close of the transaction, liquidity sources consist primarily
of access to funds under the new $50 million revolving credit
facility (undrawn at closing) that is conditioned only on a
springing financial maintenance covenant. Moody's expects Consilio
to generate breakeven free cash flow in 2018 that will likely
create reliance on the revolver to help fund approximately $4.2
million required annual term loan amortization, working capital
needs, integration expenses, capital expenditures and
acquisitions.
The stable outlook reflects Moody's expectations that management
will successfully integrate both businesses and achieve synergy
benefits, which will be the principal driver of anticipated
deleveraging over the next 12-18 months. Moody's also expects that
the combined company will generate low-single digit revenue growth
and margin improvement as the two businesses are integrated,
resulting in debt-to-EBITDA approaching 6.0 times by 2019.
Moody's could downgrade Consilio's ratings if the company does not
continue to generate revenue and earnings growth, there are
difficulties integrating the two companies or translating planned
synergy benefits into higher EBITDA in a timely fashion, or if
Consilio fails to generate comfortably positive free cash flow. The
ratings could also be downgraded if liquidity deteriorates or if
operating challenges or more aggressive financial policy leads to
debt-to-EBITDA (Moody's adjusted) sustained above 7.0 times.
Moody's could upgrade Consilio's ratings if the company
successfully integrates the two companies while generating revenue
growth and margin improvement such that debt-to-EBITDA is sustained
below 6.0 times, free cash flow-to-debt is sustained above 5% and
liquidity is good.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Consilio and Advanced Discovery provide electronic discovery,
document review and consulting services to corporations and law
firms globally. Moody's expect pro forma revenue of about $400
million in 2017. Following the completion of the leveraged buyouts
and business combination, Consilio will be majority owned by GI
Partners, with remaining shares held by management.
GLASGOW EQUIPMENT: $475K Sale of West Palm Beach Property Okayed
----------------------------------------------------------------
Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Glasgow Equipment Service,
Inc.'s private sale of the real property located at 1750 Hill
Avenue, West Palm Beach, Florida to Gary Thomas for $475,000.
The Debtor is authorized to assume the Contract.
The sale is free and clear of all liens, claims, and encumbrances
to Gary Thomas or his assigns.
Unless otherwise agreed to in writing by both the Buyer and Seller,
the Debtor will be permitted to remain on the Property for no more
than 30 days after Closing for a rental fee of $3,750, which will
be credited to the Buyer at Closing. The Debtor will keep all
utilities in its name while occupying the Property and will provide
to Seller a Certificate of Liability Insurance naming the new owner
as an additional insured.
From the sale proceeds, the Debtor will cause $6,563 to be escrowed
into its attorney's trust account as holdover rent. In the event
the Debtor remains on the Property after the initial 30-day period,
the Buyer will be entitled to recover from escrow (without further
Court order) holdover rent of $219 per calendar day. The Debtor
will be entitled to recover from escrow (without further Court
Order) the balance of the Holdover Rent Escrow as soon as it
vacates the Property.
The Debtor will maintain the net sale proceeds, not including the
Holdover Rent Escrow, in a completely separate and segregated
debtor in possession bank account. Absent: (a) the consent of both
Bank of America, N.A. and Great American Insurance Co.; or (b)
further order of the Court, the Debtor will not use more than
$50,000 of the net sale proceeds for any purpose. Nothing in the
Order will constitute a finding or admission that the net sale
proceeds are subject to a lien of any creditor in the case.
The 14-day stay of the effectiveness of the Order is waived
pursuant to Federal Rule of Bankruptcy Procedure 6004(h).
About Glasgow Equipment Service
Glasgow Equipment Service, Inc. -- http://www.glasgowequipment.com/
-- is a pollutant storage systems contractor serving the petroleum
equipment needs of South Florida by offering design, installation
and servicing of fuel storage and dispensing systems. The Company
is an all-inclusive fuel storage tank and fuel dispenser supplier
with the ability to provide service, retail sales, repair parts,
above ground tank installation, underground tank installation,
technician training, maintenance and support aviation fuel systems
and storage. The Company is headquartered in West Palm Beach,
Florida.
Glasgow Equipment Service, based in West Palm Beach, FL, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11712) on Feb.
14, 2018. In the petition signed by Peter H. Ward, president, the
Debtor disclosed $3 million in assets and $2.63 million in
liabilities. The Hon. Paul G. Hyman, Jr., presides over the case.
Philip J. Landau, Esq., at Shraiberg Landau & Page, P.A., serves
as
bankruptcy counsel to the Debtor.
GREEN DREAMS: Bankruptcy Administrator to Form Committee
--------------------------------------------------------
William Miller, U. S. bankruptcy administrator, on March 30 filed
with the U.S. Bankruptcy Court for the Middle District of North
Carolina a notice of opportunity to serve on the official committee
of unsecured creditors in the Chapter 11 case of Green Dreams
Landscape Management, Inc.
Unsecured creditors willing to serve on the committee are required
to file a response within 10 days from March 30.
An organizational meeting will be scheduled after the committee is
appointed, according to the filing.
Mr. Miller can be reached through:
Susan O. Gattis
Bankruptcy Analyst
101 S. Edgeworth Street
Greensboro, NC 27412
Fax: 336-291-9913
Email: susan_gattis@ncmba.uscourts.gov
About Green Dreams Landscape Management Inc.
Green Dreams Landscape Management, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No.
18-80230) on March 27, 2018. Judge Benjamin A. Kahn presides over
the case. At the time of the filing, the Debtor disclosed that it
had estimated assets of less than $500,000 and liabilities of less
than $1 million.
GULF COAST MEDICAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Gulf Coast Medical Park LLC
6600 Taylor Road, Unit 111
Punta Gorda, FL 33950
Business Description: Gulf Coast Medical Park LLC is a privately
held company in Punta Gorda, Florida and is
a single location business categorized under
the health services industry.
Chapter 11 Petition Date: March 28, 2018
Case No.: 18-02446
Court: United States Bankruptcy Court
Middle District of Florida (Ft. Myers)
Judge: Hon. Caryl E. Delano
Debtor's Counsel: Michael R Dal Lago, Esq.
DAL LAGO LAW
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Tel: (239) 571-6877
E-mail: mike@dallagolaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Magnus Karlstedt, managing member.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flmb18-02446.pdf
HANISH LLC: $6.5M Sale of All Assets to GIRI Approved
-----------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Hanish, LLC's sale of
substantially all assets to GIRI Management, LLC, for $6.5
million.
A hearing on the Motion was held on March 21, 2018 at 2:00 p.m.
The objection and counteroffer deadline was March 14, 2018 at 5:00
p.m.
The sale is free and clear of all liens, claims, Encumbrances and
interests. The liens of any secured claimholders will attach to
the proceeds of the sale in the same manner and priority as existed
prepetition, and will be disbursed as provided in the Motion.
For good cause shown, and pursuant to Federal Bankruptcy Rule
6004(h), the Order will be effective and enforceable immediately
upon entry and no automatic stay of execution will apply with
respect thereto. The Order will become effective upon entry.
The Debtor will file a liquidating plan and disclosure statement
within 30 days of the closing of the sale. It is authorized to
close the transaction with the Buyer and to pay closing costs and
the Broker commission without further order of the Court. Provided
the sale closes, Phoenix will have no claim in the so-called
$200,000 preference claim which JHM Management, Inc. owes to the
Debtor. These are the funds that will go to other creditors under
this sale and make the sale in the best interests of the estate.
The Buyer and the Debtor have resolved a discrepancy in the P & S
regarding the outside date for approval of the Marriott franchise
and closing of the sale. The parties agree the date will be June
30, 2018, and the closing date will be extended to June 30, 2018.
So, the closing will occur the earlier of (i) within 30 days of
Marriott Approval of the franchise or (ii) June 30, 2018. The
parties represent in the Order they have agreed to such date and
will amend the P & S accordingly.
About Hanish, LLC
Hanish, LLC, owns and operates a 59-unit Fairfield Inn & Suites by
Marriott in Hooksett, N.H. The Company sought Chapter 11
protection (Bankr. D.N.H. Case No. 16-10602) on April 26, 2016, and
is represented by Steven M. Notinger, Esq., at Notinger Law, PLLC.
Nayan Patel, managing member, signed the petition. Judge Bruce A.
Harwood presides over the case. The Debtor estimated its assets
and debt at $1 million to $10 million at the time of the filing.
HARTFORD, CT: S&P Puts 'CCC' GO Debt Rating on Watch Positive
-------------------------------------------------------------
S&P Global Ratings placed its 'CCC' ratings on Hartford, Conn.'s
general obligation (GO) and the Hartford Stadium Authority's lease
revenue bonds on CreditWatch with positive implications.
"The CreditWatch action reflects the proposed agreement between
Hartford and the state of Connecticut on a financial assistance
package," said S&P Global Ratings credit analyst Victor Medeiros,
"under which the state will cover the city's annual debt costs
through a contract assistance agreement." Although a debt refunding
of some sort has been discussed and may still be effectuated at
some point, under the agreement, the city's debt structure will not
change immediately. Annual contract assistance payments would
constitute a full faith and credit obligation of the state and be
considered annually appropriated and come directly from the state
to the trustee for the life of the bonds.
In S&P's view, as it currently stands, there is a one-in-two
likelihood that it could raise its ratings on Hartford and related
debt obligations in the next 90 days with potentially significant
elevation of issue credit ratings.
Once approved, the agreement provides city officials budget
flexibility and a path toward sustained structural balance by
substantially reducing Hartford's annual debt obligations. Although
the state would pay existing debt service on the majority of the
city's debt, as part of the agreement, the city would remain
obligated to support its annual lease appropriation
bonds--previously issued toward the construction of a minor-league
baseball stadium--in its budget.
The city and state will likely finalize the agreement sometime
ahead of Hartford's April 1 debt service payment.
"Once the financial assistance agreement is finalized, we will
review what additional features the agreement stipulates for
Hartford and its overall effect on the city's finances and related
debt obligations," added Mr. Medeiros. Factors that could lead to
an upgrade include the state's role and ultimate support of the
city's debt obligations, as well as the city's ability to achieve
and sustain structural balance.
HDJ & J HOLDINGS: Case Summary & 9 Unsecured Creditors
------------------------------------------------------
Debtor: HDJ & J Holdings, LLC
dba J & J Central Plaza
7247 Placid Oaks Drive
Jacksonville, FL 32277
Business Description: HDJ & J Holdings, LLC is the fee simple
owner of a real property located at 7645
Merrill Road, Jacksonville, Florida valued
by the Company at $2.91 million and a parcel
of land located at 7663 Merrill Road,
Jacksonville, Florida valued by the Company
at $176,962. The Company posted gross
revenue of $424,990 in 2017 and gross
revenue of $601,783 in 2016.
Chapter 11 Petition Date: March 29, 2018
Case No.: 18-00997
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Jason A Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Tel: 904-372-4791
Fax: 904-372-4994
E-mail: jason@jasonaburgess.com
Total Assets: $3.09 million
Total Liabilities: $4.58 million
The petition was signed by Hayssam B. Yazji, member manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flmb18-00997.pdf
HOG SNAPPERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hog Snappers Holdings, LLC
aka Hog Snappers
aka Hog Snappers Shack & Sushi
aka Rivaldo Investments Tequesta, LLC
aka Rivaldo Investments NPB, LLC
aka Rivaldo Investments Stuart, LLC
1955 Tudor Rd
North Palm Beach, FL 33408-2431
Business Description: Hog Snappers Holdings, LLC is a privately
held company in the restaurants industry.
The Company's principal assets are located
at 713 US Highway 1 North Palm Beach, FL
33408-4508.
Chapter 11 Petition Date: March 28, 2018
Case No.: 18-13646
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Paul G. Hyman, Jr.
Debtor's Counsel: Malinda L. Hayes, Esq.
MARKARIAN & HAYES
2925 PGA Blvd., Suite #204
Palm Beach Gardens, FL 33410
Tel: 561-626-4700
Fax: 561-627-9479
E-mail: malinda@businessmindedlawfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Campbel of Campbell CFO Services,
LLC, manager of manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flsb18-13646.pdf
IHEARTMEDIA INC: Taps Alvarez & Marsal as Restructuring Advisor
---------------------------------------------------------------
iHeartMedia, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Alvarez & Marsal North
America, LLC, as its restructuring advisor.
The firm will provide assistance to the company and its affiliates
with respect to the management of the overall restructuring
process, the development of ongoing business and financial plans,
and the support of restructuring negotiations among the Debtors,
their advisors and creditors in connection with an overall exit
strategy for their Chapter 11 cases.
Alvarez & Marsal will charge these hourly rates for restructuring
and tax advisory services:
Managing Directors $800 - $1,025
Directors $625 - $775
Analysts/Associates $375 - $600
The firm's hourly rates for claims management services are:
Managing Directors $725 - $850
Directors $550 - $700
Analysts/Consultants $350 - $525
In the 90 days prior to the Petition Date, Alvarez & Marsal
received payments totaling $6.4 million for services provided to
the Debtors. As of the petition date, the firm holds an unapplied
residual retainer of $425,000, which it intends to hold until the
end of the Debtors' cases and apply it to its finally approved fees
and expenses.
Jeffery Stegenga, managing director of Alvarez & Marsal, disclosed
in a court filing that his firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
Alvarez & Marsal can be reached through:
Jeffery J. Stegenga
Alvarez & Marsal North America, LLC
2100 Ross Avenue, 21st Floor
Dallas, TX 75201
Phone: +1 214-438-1000
Fax: +1 214-438-1001
E-mail: jstegenga@alvarezandmarsal.com
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities and a total
stockholders' deficit of $11.67 billion.
Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia,
Moelis & Company is serving as the Company's investment banker, and
Alvarez & Marsal is serving as the Company's financial advisor.
Prime Clerk LLC is the claims agent and maintains the Web site
https://cases.primeclerk.com/iHeartMedia
Other Professionals
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.
The ad hoc group of Term Loan Lenders is represented by Arnold &
Porter Kaye Scholer LLP as counsel; and Ducera Partners as
financial advisor.
The Legacy Noteholder Group is represented by White & Case LLP as
counsel.
The Debtors' equity sponsors are represented by Weil, Gotshal &
Manges LLP as counsel.
IHEARTMEDIA INC: Taps E&Y as Audit and Tax Services Provider
------------------------------------------------------------
iHeartMedia, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Ernst & Young LLP to
provide audit and tax services.
Ernst & Young will audit the financial statements of the company
iHeartMedia Capital I, LLC and iHeartCommunications, Inc. and their
internal controls over financial reporting.
As part of the integrated audit, the firm will audit and report on
the consolidated financial statements of the Debtors for the year
ended December 31, 2017, and for the year ended December 31, 2018.
The fees charged by Ernst & Young for the integrated audit of the
2017 consolidated financial statements and review of the unaudited
interim financial information is $1.973 million, plus expenses.
The firm will also charge $1.973 million, plus expenses, for the
2018 audit.
Ernst & Young will also provide routine tax advisory services and
will charge the Debtors these hourly rates:
Partner $795 - $895
Principal $795 - $895
Executive Director $795 - $895
Senior Manager $695 - $775
Manager $595 - $675
Senior $480 - $575
Staff $305 - $350
Meanwhile, the firm will charge these hourly rates for non-core
audit services, including restructuring-related efforts:
Partner $795 - $895
Principal $795 - $895
Executive Director $795 - $895
Senior Manager $695 - $775
Manager $595 - $675
Senior $480 - $575
Staff $305 - $350
Ernst & Young is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Joseph Gaughan
Ernst & Young LLP
Frost Bank Tower
100 W. Houston Street, Suite 1800
San Antonio, TX 78205
Phone: +1 210-228-9696
Fax: +1 210-242-7252
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities and a total
stockholders' deficit of $11.67 billion.
Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia,
Moelis & Company is serving as the Company's investment banker, and
Alvarez & Marsal is serving as the Company's financial advisor.
Prime Clerk LLC is the claims agent and maintains the Web site
https://cases.primeclerk.com/iHeartMedia
Other Professionals
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.
The ad hoc group of Term Loan Lenders is represented by Arnold &
Porter Kaye Scholer LLP as counsel; and Ducera Partners as
financial advisor.
The Legacy Noteholder Group is represented by White & Case LLP as
counsel.
The Debtors' equity sponsors are represented by Weil, Gotshal &
Manges LLP as counsel.
IHEARTMEDIA INC: Taps Jackson Walker as Co-Counsel
--------------------------------------------------
iHeartMedia, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Jackson Walker L.L.P.
The firm will serve as co-counsel with Kirkland & Ellis LLP and
Kirkland & Ellis International LLP, the firms tapped by iHeartMedia
and its affiliates to be their lead bankruptcy counsel.
The services to be provided by Jackson Walker include advising the
Debtors regarding local rules, practices and procedures, including
Fifth Circuit law; and representing the Debtors in matters on which
Kirkland may have a conflict.
The firm's hourly rates are:
Patricia Tomasco $825
Matthew Cavenaugh $635
Jennifer Wertz $515
Kristhy Pequero $450
Vienna Anaya $365
Other Attorneys $325 - $515
Paralegals $175 - $275
On March 1, Jackson Walker received a retainer of $150,000, of
which $52,216.53 was used for pre-bankruptcy services.
Jackson Walker is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Patricia B. Tomasco, Esq.
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
Jackson Walker L.L.P.
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
E-mail: ptomasco@jw.com
E-mail: mcavenaugh@jw.com
E-mail: jwertz@jw.com
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities and a total
stockholders' deficit of $11.67 billion.
Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia,
Moelis & Company is serving as the Company's investment banker, and
Alvarez & Marsal is serving as the Company's financial advisor.
Prime Clerk LLC is the claims agent and maintains the Web site
https://cases.primeclerk.com/iHeartMedia
Other Professionals
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.
The ad hoc group of Term Loan Lenders is represented by Arnold &
Porter Kaye Scholer LLP as counsel; and Ducera Partners as
financial advisor.
The Legacy Noteholder Group is represented by White & Case LLP as
counsel.
The Debtors' equity sponsors are represented by Weil, Gotshal &
Manges LLP as counsel.
IHEARTMEDIA INC: Taps Kirkland & Ellis as Legal Counsel
-------------------------------------------------------
iHeartMedia, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as its legal counsel.
Kirkland will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; negotiate with creditors; assist
the Debtors in seeking court approval for post-petition financing;
give advice regarding tax matters and any potential sale of their
assets; assist in the preparation of a bankruptcy plan; and provide
other legal services related to their Chapter 11 case.
The firm's hourly rates are:
Partners $965 - $1,795
Of Counsel $575 - $1,795
Associates $575 - $1,065
Paraprofessionals $220 - $440
On December 8, 2017, the Debtors paid $4 million to Kirkland, which
constituted an "advance payment retainer." Subsequently, the
Debtors paid the firm additional advance payment retainers totaling
$9.5 million.
Anup Sathy, president of Anup Sathy, P.C., a partner of Kirkland,
disclosed in a court filing that Kirkland 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.
Sathy disclosed that Kirkland has not agreed to any variations
from, or alternatives to, its standard billing arrangements for its
employment with the Debtors; and that no Kirkland professional has
varied his rate based on the geographic location of the Debtors'
cases.
Mr. Sathy also disclosed that Kirkland represented the Debtors
prior to the petition date and charged these hourly rates for the
period March 14 to December 31, 2017:
Partners $930 - $1,745
Of Counsel $555 - $1,745
Associates $555 - $1,015
Paraprofessionals $215 - $420
The Debtors have already approved the firm's budget and staffing
plan for the period March 14 to June 30, 2018.
Kirkland can be reached through:
James H.M. Sprayregen, P.C.
Anup Sathy, P.C.
Brian D. Wolfe, Esq.
William A. Guerrieri, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
E-mail: anup.sathy@kirkland.com
E-mail: brian.wolfe@kirkland.com
E-mail: will.guerrieri@kirkland.com
- and -
Christopher J. Marcus, P.C.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: christopher.marcus@kirkland.com
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities and a total
stockholders' deficit of $11.67 billion.
Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia,
Moelis & Company is serving as the Company's investment banker, and
Alvarez & Marsal is serving as the Company's financial advisor.
Prime Clerk LLC is the claims agent and maintains the Web site
https://cases.primeclerk.com/iHeartMedia
Other Professionals
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.
The ad hoc group of Term Loan Lenders is represented by Arnold &
Porter Kaye Scholer LLP as counsel; and Ducera Partners as
financial advisor.
The Legacy Noteholder Group is represented by White & Case LLP as
counsel.
The Debtors' equity sponsors are represented by Weil, Gotshal &
Manges LLP as counsel.
IHEARTMEDIA INC: Taps Munger Tolles as Conflicts Counsel
--------------------------------------------------------
iHeartMedia, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Munger, Tolles & Olson
LLP.
The firm will provide legal services in connection with conflicts
of interest for iHeartMedia, iHeartCommunications Inc. and
iHeartMedia Capital I, LLC that may arise in their Chapter 11
cases.
The firm's hourly rates are:
Partners $795 - $1,400
Of Counsel $825 - $995
Associates $425 - $790
Paraprofessionals $250 - $400
The Debtors provided Munger with an advance payment retainer in the
sum of $250,000.
Seth Goldman, Esq., a partner at Munger, 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.
Goldman disclosed that Munger has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements for its employment with the Debtors; and that no
Munger professional has varied his rate based on the geographic
location of the Debtors' cases.
Mr. Goldman also disclosed that Munger represented the Debtors
during the 12-month period before the petition date and charged
these hourly rates for 2017:
Partners $735 - $1,300
Of Counsel $735 - $1,025
Associates $410 - $725
Paraprofessionals $190 - $395
The Debtors have already approved the firm's budget and staffing
plan for the period March 14 to May 31, 2018, according to Mr.
Goldman.
Munger can be reached through:
Seth Goldman, Esq.
Munger, Tolles & Olson LLP
350 South Grand Avenue, 50th Floor
Los Angeles, CA 90071
Tel: (213) 683-9554 / (213) 683-9100
E-mail: Seth.Goldman@mto.com
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities and a total
stockholders' deficit of $11.67 billion.
Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia,
Moelis & Company is serving as the Company's investment banker, and
Alvarez & Marsal is serving as the Company's financial advisor.
Prime Clerk LLC is the claims agent and maintains the Web site
https://cases.primeclerk.com/iHeartMedia
Other Professionals
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.
The ad hoc group of Term Loan Lenders is represented by Arnold &
Porter Kaye Scholer LLP as counsel; and Ducera Partners as
financial advisor.
The Legacy Noteholder Group is represented by White & Case LLP as
counsel.
The Debtors' equity sponsors are represented by Weil, Gotshal &
Manges LLP as counsel.
INTEGRATED DEVICE: S&P Affirms 'BB-' CCR & Alters Outlook to Pos.
-----------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from stable and
affirmed its 'BB-' corporate credit rating on San Jose, CA-based
Integrated Device Technology Inc. S&P's ratings on the company's
debt instruments remain unchanged.
The outlook revision reflects strong demand for IDT's products,
operating margin improvements over the last year, successful
integration of the GigPeak acquisition, and S&P's expectation that
adjusted leverage will fall to the 2x area over the next 12
months.
S&P said, "The positive outlook reflects our view that IDT will
benefit from strong product demand over the next two years while
maintaining margins at current levels, resulting in leverage
falling to around 2x and annual free cash flow generation of around
$200 million, which could lead to an upgrade.
"We could revise the outlook to stable if the company is unable to
maintain current business momentum and margin improvements such
that we no longer expect leverage to fall to the 2x area. Given
strong drivers in the automotive and industrial end markets, and
revenue growth in the data center and sensors businesses, we view
this to be unlikely over the next 12 months.
"We could consider an upgrade to 'BB' over the next 12 months if
IDT successfully executes on its growth plans, and leverage falls
to the 2x area while annual free cash flow is sustained around $200
million."
IO AT TECH: May 8 Auction of Austin Property Set
------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas authorized 10 at Tech Ridge LP's bidding
procedures in connection with the sale of approximately 28 acres of
real estate in North Austin with the street address of 12600
McCallen Pass, Austin, Texas, and related assets at auction.
All actions of the Debtor as authorized may be taken by any officer
of the general partner of the Debtor. Notwithstanding the
foregoing, the consummation of the Sale Transaction will remain
subject to the entry of the Sale Order.
All materials submitted to the Debtor related to the Sale
Transaction, including any bid will be shared with Berkadia
Commercial Mortgage, LLC (via counsel) within two business days,
and Debtor will not deny any potential purchaser the right to
qualify as a Qualified Bidder without consulting with Berkadia.
Berkadia will be a Qualified Bidder for all purposes and will be
entitled to credit bid pursuant to section 363(k) of the Bankruptcy
Code. The Debtor is ordered to consult with Berkadia with respect
to the Bid Procedures and the Bid process.
The process for submitting Qualified Bids is fair, reasonable and
appropriate and is designed to maximize recoveries for the benefit
of the Debtor's estate, its creditors and other parties in
interest. Any disputes as to the selection of a Qualified Bid,
Initial Highest Bid and/or Successful Bid will be resolved by the
Court.
The Debtor is authorized to conduct the Auction in the event they
receive one or more timely and acceptable Qualified Bids. Subject
to further Court approval and after consultation with Berkadia, the
Debtor is authorized to enter into a Stalking Horse Agreement and
to provide Bid Protections to such Stalking Horse Purchaser,
including any potential break-up fee agreed to by the Debtor and
any Stalking Horse Purchaser. Any and all Potential Bidders
interested in becoming a Stalking Horse Purchaser must submit a
Qualified Bid by April 6, 2018, 2018 at 5:00 p.m. (CT).
The Debtor must designate all Stalking Horse Purchasers by April
18, 2018 at 5:00 p.m. (CT). In the event that the Debtor
designates a Stalking Horse Purchaser, the Court will conduct a
hearing on April 23, 2018 at 9:00 a.m. (CT) to consider the
approval of any such Stalking Horse Purchaser, Stalking Horse
Agreement, and accompanying Bid Protections, if any, on an
expedited basis.
A hearing on Berkadia's Motion for Relief from Stay will be set at
9:00 a.m. on April 23, 2018. Any and all objections to any
Stalking Horse Purchaser, Stalking Horse Agreement, or related Bid
Protections must be filed by April 20, 2018 at 5:00 p.m. (CT).
Upon the selection of a Stalking Horse Purchaser and no later than
April 18, 2018 at 5:00 p.m. (CT), the Debtor will file and serve a
notice on the Notice Parties.
Within three business days after the Court enters the Order, the
Debtor (or their agents) will serve the Sale Notice upon all Sale
Notice parties.
The form of Notice of Assumption and Assignment is approved. Three
business days after the Auction, the Debtor will file with the
Court and serve on all counterparties to any of the Debtor's
executory contracts and unexpired leases and all parties who have
requested notice in these chapter 11 cases pursuant to Bankruptcy
Rule 2002 a notice of assumption, assignment and sale substantially
in the form of the Notice of Assumption and Assignment if any
executory contract or unexpired leases are being accrued.
If at any time after the entry of the Sale Order, the Debtor
identifies additional prepetition executory contracts or unexpired
leases to be assumed and assigned to the Successful Bidder(s), the
Debtor will serve a supplemental notice of assumption and
assignment to each supplemental 365 Contract at the last known
address available to the Debtor by no later than 10 days before the
proposed effective date of the assignment. Any counterparty to a
365 Contract will file no later than May 23, 2018.
If a counterparty to a 365 Contract files a timely objection
asserting a higher cure than the maximum Cure Costs set forth in
the notice set forth, and the parties are unable to consensually
resolve the dispute prior to the hearing to resolve any such
objection (on or about May 30, 2018), the amount to be paid or
reserved with respect to such objection will be determined at the
Assumption/Assignment Hearing. All other objections to the
proposed assumption and assignment of the Debtor's right, title,
and interest in, to and under the 365 Contracts, if it is
ultimately designated a 365 Contract that the Successful Bidder
proposes be assumed, assigned, and sold to it in connection with
the transaction, will also be heard at the Assumption/Assignment
Hearing, unless the Desired 365 Contract has not been identified
until after May 30, 2018, in which event any determination
(including the resolution of any dispute with respect to Cure
Costs) will be determined within 30 days after the Closing.
Any and all objections, if any, to any Sale Transaction, including
objections to the Auction and the selection of any Successful
Bidder(s), must be filed by May 25, 2018 at 5:00 p.m. (CT) and be
served on the Objection Recipients.
To the extent that one or more timely and acceptable Qualified Bids
are received, the Debtor will conduct an auction on May 8, 2018 at
2:00 p.m. (CT) at the offices of the Debtor's counsel, 100 Congress
Avenue, Suite 1800, Austin, Texas. The Sale Hearing will be held
on May 30, 2018 at 9:00 a.m. (CT).
Notwithstanding Bankruptcy Rules 6004, 6006 or otherwise, the Order
will be effective and enforceable immediately upon entry and its
provisions will be self-executing. To the extent applicable, the
stays described in Bankruptcy Rules 6004(h) and 6006(d) are
waived.
All rights and provisions of this Order for the benefit and
protection of Berkadia will be afforded to the Secretary of the
Department of Housing and Urban Development if they succeed to the
claims of Berkadia.
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/IO_at_Tech_99_Order.pdf
About IO at Tech Ridge
IO at Tech Ridge, LP, is a limited partnership that owns a
partially constructed apartment project in Austin, Travis County,
Texas. IO at Tech Ridge filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 17-11540) on Dec. 11, 2017. The Debtor
hired Nicholas B. Bangos, P.A., as counsel.
ISLAND VIEW: Trustee Taps Kaufman as Special Counsel in PSB Suit
----------------------------------------------------------------
Kevin O'Halloran, the Chapter 11 trustee for Island View Crossing
II, LP, seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to hire Kaufman, Coren & Ress,
P.C., as his special counsel.
The firm will provide legal services to the trustee in connection
with a case (Adversary No. 17-00202) filed by the Debtor and
several others against Prudential Savings Bank; and a potential
dispute over the claims asserted by the bank against the Debtor.
Kaufman will be compensated on a contingency basis under this fee
arrangement:
(1) With respect to recoveries obtained before the filing by the
firm of a motion for leave to file an amended complaint in the
adversary proceeding or prior to the entry of a scheduling order
should leave to file an amended complaint not be sought, Kaufman
will receive a contingent fee equal to 20% of the "financial
benefit" recovered or obtained in connection with the litigation
claims.
(b) With respect to recoveries obtained after certain events but
before the first to occur of the conclusion of fact discovery or
the filing of a motion for summary judgment against Prudential in
the adversary proceeding, Kaufman will receive a contingent fee
equal to 30% of the financial benefit.
(c) With respect to recoveries obtained after the first to occur of
the conclusion of fact discovery or the filing of a motion for
summary judgment against the Debtor in the adversary proceeding,
Kaufman will receive a contingent fee equal to 35% of the financial
benefit.
Kaufman is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Steven M. Coren, Esq.
Kaufman, Coren & Ress, P.C.
Two Commerce Square, Suite 3900
2001 Market Street, Philadelphia, PA 19103
Phone: (215) 735-8700 Fax: (215) 735-5170
Email: scoren@kcr-law.com
About Island View Crossing II
Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple
Run, LP filed their respective Chapter 11 petitions (Bankr. E.D.
Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively) on
June 30, 2017.
Island View, Calnshire Estates, and Steeple Run, are affiliates of
One State Street Associates which filed a voluntary petition on
June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are
managed by Renato J. Gualtieri, a real estate developer based in
Langhorne, PA.
The Debtors' individual cases have not been ordered to be jointly
administered or consolidated and thus, each Debtor has its own
separate bankruptcy estate. The Hon. Eric L. Frank presides over
these cases.
The petitions were signed by Renato J. Gualtieri, president of the
Debtors' corporate general partner.
At the time of the filing, the Debtors estimated their assets and
debts at $1 million to $10 million, except for Calnshire Estates,
which estimated its assets to be between $10 million to $50
million.
David B. Smith, Esq., at Smith Kane Holman, LLC, serves as the
Debtors' bankruptcy counsel. They hired Stradley Ronon Stevens &
Young, LLP, as special litigation counsel.
On Jan. 30, 2018, the U.S. Trustee for Region 3 appointed Kevin
O'Hallaron as the Chapter 11 trustee in the case of Island View
Crossing II, L.P. The Trustee hired Karalis PC, as bankruptcy
counsel, and Newbridge Management LLC as financial advisor.
ITRANSPORT & LOGISTICS: Case Summary & 16 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: iTransport & Logistics, Inc.
422 N Baughman Ave
Haysville, KS 67060-1300
Business Description: iTransport & Logistics, Inc. is a
privately held trucking company running
freight hauling business from Haysville,
Kansas. The Company is a small business
Debtor as defined in 11 U.S.C. Section
101(51D).
Chapter 11 Petition Date: March 29, 2018
Case No.: 18-10505
Court: United States Bankruptcy Court
District of Kansas (Wichita)
Judge: Hon. Robert E. Nugent
Debtor's Counsel: Todd Allison, Esq.
LAW OFFICE OF TODD ALLISON, PA
200 W Douglas, Suite 900
Wichita, KS 67202
Tel: 316-558-3750
Fax: 316-558-3753
E-mail: todd@toddallisonlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Owen, president.
A full-text copy of the petition, along with a list of 16 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/ksb18-10505.pdf
IVY LEAGUE: Case Summary & 9 Unsecured Creditors
------------------------------------------------
Debtor: Ivy League Consultants LLC
22000 Dorsey Way
Saratoga, CA 95070
Business Description: Ivy League Consultants LLC is a
privately held company that operates a
healthcare business. Its principal place of
business is located at 555 Knowles Drive,
Ste. 200, Los Gatos, CA 95032.
Chapter 11 Petition Date: March 28, 2018
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Case No.: 18-50672
Judge: Hon. M. Elaine Hammond
Debtor's Counsel: Noel Knight, Esq.
THE KNIGHT LAW GROUP
800 J Street, #441
Sacramento, CA 95814
Tel: (510)435-9210
E-mail: noelknight@yahoo.com
lawknight@theknightlawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gregory L. Belcher, MD,
owner/principal.
A copy of the Debtor's list of nine unsecured creditors is
available for free at:
http://bankrupt.com/misc/canb18-50672_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb18-50672.pdf
JASON MAZZEI: $16.5K Sale of Wilkes-Barre Property Approved
-----------------------------------------------------------
Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Jason J. Mazzei's sale
of a residential building located at 119 Wood Street, Wilkes-Barre,
Pennsylvania to Kelly Thi Nguyen for $16,500.
A hearing on the Motion was held on March 22, 2018 at 2:30 p.m.
The sale is free and divested of all liens and claims. Any liens
and claims be, and they are, transferred to the proceeds of the
sale.
The following expenses/costs will immediately be paid at the time
of closing: (i) payoff of any delinquent real estate taxes owed to
Luzerne County Tax Claim Bureau; Wilkes-Barre City School District;
Wilkes-Barre City; (ii) current real estate taxes, pro-rated to the
date of closing; (iii) the Debtor will not retain an exemption in
the sale proceeds; and (iv) the balance of any net proceeds to be
applied toward plan funding pursuant to the terms set forth in the
Debtor's chapter 11 plan.
Within five days following closing, the Movant will file a report
of sale, which will include a copy of the HUD-1 or other Settlement
Statement.
Within five days of the date of the Order, the Movant will serve a
copy of the within Order on each Respondent (i.e., each party
against whom relief is sought) and its attorney of record, if any,
upon any attorney or party who answered the motion or appeared at
the hearing, the attorney for the Debtor, the Closing Agent, the
Purchaser, and the attorney for the Purchaser, if any, and file a
certificate of service.
Jason Mazzei is a licensed real estate agent currently conducting
business at 416 East Second Avenue, Tarentum, Pennsylvania. Mr.
Mazzei sought Chapter 11 protection (Bankr. W.D. Pa. Case No.
16-24827) on Dec. 30, 2016. The Debtor tapped Albert G. Reese, Jr,
Esq., at Law Office of Albert G. Reese, Jr., as counsel.
JOHN Q. HAMMONS: PSA, Settlement Agreement Disclosed in JD Plan
---------------------------------------------------------------
Creditor JD Holdings, LLC, filed with the U.S. Bankruptcy Court for
the District of Kansas an amended disclosure statement with respect
to amended joint and consolidated chapter 11 plans of
reorganization for John Q. Hammons Fall 2006, LLC and affiliates,
which provide for a sale of the Debtors’ Assets (including Equity
Interests) free and clear of all Liens and Claims.
This latest filing provides that on Feb. 10, 2018, following
mediation between the Debtors and JD Holdings, the parties entered
into the Plan Support Agreement ("PSA") and Settlement Agreement,
pursuant to which, among other things: (i) the Debtors agreed to
support Confirmation of the Plans; (ii) the Debtors agreed to
cooperate with JD Holdings, including in connection with due
diligence, consummation of the Sale and other Plans Transactions
and implementation of the Plans; and (iii) JD Holdings has an
Allowed Claim of $495,938,161 for its Claims against each Debtor
jointly and severally arising from the Sponsor Entity Right of
First Refusal Agreement of ROFR (the "Allowance Provision");
provided, however, if Debtors (i) do not breach the PSA and (ii)
cooperate as set forth in the PSA and in the Settlement Agreement,
and the Plans are not confirmed or the Effective Date of the Plans
does not occur, then the Allowance Provision shall be of no force
and effect unless Debtors, their employees, officers, directors,
and/or co-trustees nevertheless receive through some alternative
plan, sale, or other transaction the benefits of the Plan
modifications in the Settlement Agreement, to include the funding
of the Charitable Trust and the benefits of the Settlement
Agreement, in which case the Allowance Provision will be effective.
The Court approved the terms of the PSA and the Settlement
Agreement at a hearing on Feb. 28, 2018 and entered an order
approving the PSA and the Settlement Agreement on March 6, 2018.
The CMBS Lenders objected to the underlying Plans altogether, not
just the Settlement Agreement and the PSA. In so doing, the
representatives of the CMBS Lenders placed at risk the recovery of
all CMBS bondholders--whose allowed claims would be paid in full on
the Effective Date of the Plans--in an apparent attempt to gain
leverage in the anticipated dispute over default interest, which
would not be paid to all CMBS bondholders. The information received
so far indicates that some of the CMBS Lenders will be seeking
default interest from the very inception of the CMBS debt due to
the allegedly improper prepetition commingling of funds under the
Debtors’ then existing (and current) cash management system and
even though the CMBS Lenders did not provide the required notice of
default (at least for some of the loans). So, too, are some of the
CMBS Lenders expected to seek default interest based on an
allegation that the mere commencement of the Chapter 11 Cases
constituted a default despite case law to the contrary, a plain
reading of the Bankruptcy Code, and a lack of harm to the CMBS
Lenders. The request for default interest is made even though the
CMBS Lenders were not harmed in any way because they continued to
receive principal and interest post-petition without interruption,
the interest rate was in excess of current market rates, and the
CMBS Lenders failed to take any action to expedite the resolution
of these cases. JD Holdings does not believe that the CMBS Lenders
are entitled to any default interest, let alone default interest
since the very commencement of the CMBS loans.
Upon execution of the Asset Purchase Agreement pursuant to the
Confirmation Order, JD Holdings will deposit $50 million into
escrow, to be disbursed to the Debtors in the event that the
Effective Date does not occur by the Outside Effective Date;
provided, however, the Deposit will not be forfeited if the
Effective Date does not occur by the Outside Effective Date as a
result of a breach by the Debtors of their obligations under the
APA, Plans, the PSA or the Settlement Agreement, or failure of a
closing condition in the APA or other Plans Documents, or an appeal
of the Confirmation Order. If the Effective Date does not occur by
the Outside Effective Date, then forfeiture of such Deposit shall
be the sole remedy for such failure.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/ksb16-21142-1900.pdf
A full-text copy of the Amended Joint Chapter 11 Plans is available
at:
http://bankrupt.com/misc/ksb16-21142-1898.pdf
About John Q. Hammons Fall 2006
Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH)
-- http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016. The petitions were signed by Greggory
D. Groves, vice president.
The Debtors are represented by Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP. The Debtors' conflict counsel is Victor F. Weber,
Esq., at Merrick Baker and Strauss PC.
At the time of filing, the Debtors estimated assets at $100 million
to $500 million and liabilities at $100 million to $500 million.
JOSEPH HEATH: $365K Sale of Alexandria Property to Owenses Approved
-------------------------------------------------------------------
Judge Klinette Kindred of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized Joseph F. Heath's sale of the real
property known as 7115 Mason Grove Court, Unit 5, Alexandria,
Virginia to Christopher Owens and Brandon Owens for $365,000
pursuant to their contract dated Feb. 17, 2018.
The liens of Wilmington Trust N.A./Specialized Loan Servicing, LLC
("SLS") and the IRS will attach to the proceeds.
a. the ordinary and necessary costs of closing and
recordation;
b. the real property taxes owed to Fairfax County (if any);
c. the secured claim of SLS; and
d. the IRS.
Upon settlement, the Debtor will promptly prepare and file a Report
of Sale detailing the distribution of the sale proceeds as
described.
About Joseph F. Heath
Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the
range of $0 to $50,000 and $100,001 to $500,000 in debt. The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.
JOSEPH HEATH: $553K Sale of Alexandria Property to Saids Approved
-----------------------------------------------------------------
Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the
Eastern District of Virginia denied Joseph F. Heath's sale of the
real property known as 4233 Sonya Court, Alexandria, Virginia to
Said Assadullah Said, Soufia Said, and Malika Said for $552,500
pursuant to the contract dated Feb. 20, 2018.
The liens of the ASC/Specialized Loan Servicing ("ASC"), or the
first trust holder, and the IRS will attach to the sale proceeds.
The Debtor is authorized to distribute the sale proceeds as
follows:
a. the ordinary and necessary costs of closing and
recordation;
b. the real property taxes owed to Fairfax County (if any);
c. the secured claim of ASC, or the first trust holder;
d. the quarterly fees of the Office of the United States
Trustee in the Amount of $4,875, which are to be held in reserve by
the Debtor until payment to the U.S. Trustee's Quarterly Fee; and
e. the IRS.
Upon settlement, the Debtor will promptly prepare and file a Report
of Sale detailing the distribution of the sale proceeds as
described.
About Joseph F. Heath
Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the
range of $0 to $50,000 and $100,001 to $500,000 in debt. The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.
JUBEM INVESTMENTS: $600K Sale of Pharr Property to Sanchez Approved
-------------------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Jubem Investments, Inc.'s
sale of land located at 1700 Las Milpas Rd., Pharr, Texas, also
known as Spamer Business Park Lot 5, to Domingo Sanchez for
$600,000.
The sale is free and clear of all Interests, with all such
Interests attaching to the proceeds. The liens in favor of the ad
valorem taxing authorities for amounts attributable to the year in
which the sale occurs will remain against the Real Property.
The following leases will remain in full force and effect against
the Real Property: (i) applicable non-bankruptcy law permits a sale
free and clear of such interest; (ii) the holder of the interest
consents; (iii) the interest is a lien and the price at which the
property is to be sold exceeds the aggregate value of all liens
against it; (iv) the interest is in bona fide dispute; or, (v) the
holder of the interest could be compelled in a legal or equitable
proceeding to accept a monetary satisfaction of such interest.
The ad valorem tax lien pertaining to the Real Property will attach
to the sales proceeds and the Debtor (or the closing agent acting
on behalf of the Debtor) will pay all ad valorem tax debt owed
incident to the Real Property immediately upon closing and prior to
any disbursement of proceeds to any other person or entity. The
Debtor (or the closing agent acting on behalf of the Debtor) is
authorized and directed to immediately disburse such proceeds as
are necessary to satisfy the stated claims of Cache Private Capital
Diversified Fund, LLC and the costs of closing. The title company
will pay to Cache Private Capital Diversified Fund, LLC Texas the
all proceeds of sale in excess of cost of sale and outstanding ad
valorem taxes.
The Order does not confirm or validate the amount of Cache Private
Capital Diversified Fund, LLC's stated lien claim. The Debtor or
other party in interest will have until the 90th day from the date
the Real Property is sold to file any objection to Cache's claims.
All other funds received resulting from the sale will be held in
trust by the Smeberg Law Firm, PLLC in its IOLTA account until
further order of the Court.
Notwithstanding any provision to the contrary, the ad valorem taxes
for year 2018 pertaining to the Real Property will be prorated in
accordance with the Purchase Agreement and will become the
responsibility of Sanchez and the 2018 ad valorem tax lien will be
retained against the Real Property until such taxes are paid in
full.
Notwithstanding the provisions of the Bankruptcy Rule 6004 or any
applicable provisions of the Local Rules, the Order will not be
stayed for 14 days after its entry, but will be effective and
enforceable immediately upon entry. Time is of the essence in
closing the transaction referenced in the Order, and the Debtor and
the Purchaser intend to close the Sale as soon as practicable.
About Jubem Investments
Jubem Investments, Inc., d/b/a Buffalo Wings & Rings, is a
privately held company in San Juan, Texas. Its principal place of
business is located at 3600 E. Las Malpas Road Hidalgo, Texas.
Jubem Investments filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 17-10288) on July 31, 2017, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million. The petition was signed by Juan Miranda, its
president.
The bankruptcy petition was originally filed in the Bankruptcy
Court's Brownsville Division. On Aug. 14, 2017, the case was
transferred to the McAllen Division and assigned Case No.
17-70299.
Judge Eduardo V. Rodriguez presides over the case.
Guerra & Smeberg, PLLC, is the Debtor's bankruptcy counsel.
Coldwell Banker La Mansion Real Estate is the Debtor's commercial
broker.
L R & T INC: Case Summary & 7 Unsecured Creditors
-------------------------------------------------
Debtor: L R & T, Inc.
dba Chattanooga Pinball
9403 Magical VW
Chattanooga, TN 37421
Type of Business: L R & T, Inc. d/b/a Chattanooga Pinball
is a retailer of arcade and pinball
machines. The Company also restores
and repairs games.
https://chattanoogapinball.com/
Chapter 11 Petition Date: March 29, 2018
Case No.: 18-11370
Court: United States Bankruptcy Court
Eastern District of Tennessee (Chattanooga)
Judge: Hon. Shelley D. Rucker
Debtor's Counsel: W. Thomas Bible, Jr., Esq.
TOM BIBLE LAW
6918 Shallowford Road, Suite 100
Chattanooga, TN 37421
Tel: (423) 424-3116
Fax: (423) 553-0639
E-mail: wtbibleecf@gmail.com
tom@tombiblelaw.com or
melinda@tombiblelaw.com
Total Assets: $3.26 million
Total Liabilities: $437,775
The petition was signed by Bronica Levin and Rodney Levin,
presidents.
A copy of the Debtor's list of seven unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb18-11370_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/tneb18-11370.pdf
LAWRENCE D. FROMELIUS: Sale of Belle Plains Property Approved
-------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Lawrence D. Fromelius'
sale on shortened notice of the Belle Plains, Iowa Property free
and clear of interests, liens, claims and encumbrances.
The automatic stay under Section 362 of the Bankruptcy Code is
vacated and modified to the extent necessary to implement the terms
and provisions of the Sale Agreement and the provisions of the
Order.
Pursuant to Bankruptcy Rules 9014 and 600401), the Order will be
effective immediately upon entry, and the Debtor and the Purchaser
are authorized to close the sale in accordance with the Sale
Agreement.
The sale to Purchaser is subject to the Debtor's obligation to
maximize the value of the Iowa Property for the benefit of his
creditors and thus the Debtor may accept a higher and better offer
for the Iowa Property to the extent one is received and may take
any steps deemed necessary to maximize the value of the Iowa
Property.
About Lawrence Fromelius
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015. The Debtor tapped William J.
Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen,
Esq., at FactorLaw, as counsel.
L. Fromelius Investment Properties LLC filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and Golden
Marina Causeway LLC filed for relief under Chapter 11 (Bankr. N.D.
Ill. Case No. 16-03587) on Feb. 5, 2016.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sale member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC. On Nov. 24,
2015, Lawrence Fromelius filed his initial plan of reorganization
and on Dec. 1, 2016, Investment Properties filed its initial plan
of reorganization. Both of the plans have been amended to
incorporate changes requested by creditors, including the Ann Marie
Barry Trust, which has filed a claim of approximately $6 million.
Currently, the Debtors and the Ann Marie Barry Trust are
negotiating the terms of a disclosure statement to accompany the
plans. On Oct. 3, 2017, the Court confirmed the Debtor's Third
Amended Plan of Reorganization dated Feb. 7, 2017, as amended May
12, 2017.
Golden Marina owns two parcels of real estate, located at 302 and
311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at
311 E. Greenfield consists of 47 acres and the smaller parcel at
302 E. Greenfield is approximately 1 acre.
On Aug. 8, 2017, the Court appointed At World Properties, LLC, as
Broker for the Debtor.
LAWRENCE FROMELIUS: Agreement for Deed Related to Lisle Propty. OKd
-------------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Lawrence D. Fromelius to
enter into Articles of Agreement for Deed related to the vacant lot
he owns in Lisle, Illinois.
Pursuant to Sections 105(a), 363(b), and 363(i) of the Bankruptcy
Code, the Debtor is authorized to transfer the Lisle Vacant Lot at
the closing (if warranted) in exchange for payment of the full
amount of the purchase price, referred to under the Articles of
Agreement as the "Obligations." Pursuant to the terms of the
Articles of Agreement, the closing will not occur, and there will
be no transfer of title, until the Obligations have been paid in
full.
The purchase and sale of the Lisle Vacant Lot pursuant to the terms
of the Articles of Agreement, following the Debtor's receipt of all
of the Obligations, will constitute a legal, valid, binding and
effective transfer of the Lisle Vacant Lot and will be free and
clear of all interests, liens, claims and encumbrances of any kind
or nature whatsoever. All Liens and Claims will attach solely to
the proceeds of any sale with the same validity, priority, force
and effect that they now have as against the Lisle Vacant Lot.
The automatic stay under section 362 of the Bankruptcy Code is
vacated and modified to the extent necessary to implement the terms
and provisions of the Articles of Agreement and the provisions of
the Order.
Pursuant to Bankruptcy Rules 9014 and 6004(h), the Order will be
effective immediately upon entry, and the Debtor and the Purchaser
are authorized to implement the terms of the Articles of
Agreement.
About Lawrence Fromelius
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015. The Debtor tapped William J.
Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen,
Esq., at FactorLaw, as counsel.
L. Fromelius Investment Properties LLC filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and Golden
Marina Causeway LLC filed for relief under Chapter 11 (Bankr. N.D.
Ill. Case No. 16-03587) on Feb. 5, 2016.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sale member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC. On Nov. 24,
2015, Lawrence Fromelius filed his initial plan of reorganization
and on Dec. 1, 2016, Investment Properties filed its initial plan
of reorganization. Both of the plans have been amended to
incorporate changes requested by creditors, including the Ann Marie
Barry Trust, which has filed a claim of approximately $6 million.
Currently, the Debtors and the Ann Marie Barry Trust are
negotiating the terms of a disclosure statement to accompany the
plans. On Oct. 3, 2017, the Court confirmed the Debtor's Third
Amended Plan of Reorganization dated Feb. 7, 2017, as amended May
12, 2017.
Golden Marina owns two parcels of real estate, located at 302 and
311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at
311 E. Greenfield consists of 47 acres and the smaller parcel at
302 E. Greenfield is approximately 1 acre.
On Aug. 8, 2017, the Court appointed At World Properties, LLC, as
Broker for the Debtor.
LECTRUS CORP: $8M Sale of All Assets to AZZ Approved
----------------------------------------------------
Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Lectrus Corp. and
affiliates to sell substantially all their assets to AZZ Enclosure
Systems - Chattanooga, LLC for $8 million pursuant to the Asset
Purchase Agreement, dated as of March 19, 2018.
The Sale Hearing was conducted on March 8, 2018.
The sale is free and clear of all interests, liens, claims and
encumbrances of any kind or nature whatsoever.
Pursuant to sections 105(a) and 365 of the Bankruptcy Code, and
subject to and conditioned upon the Closing of the Sale, the
assumption and assignment to AZZ of the Assumed Contracts is
approved. To the extent that any Assumed Contract is not an
executory contract or unexpired lease subject to section 365 of the
Bankruptcy Code, such Assumed Contract is assigned to AZZ at the
Closing in accordance with their terms and applicable law.
The Net Proceeds means all proceeds from the Sale, net of: (i) fees
to Livingstone Partners LLC that are approved by the Court; (ii) ad
valorem taxes asserted by the Harris County, Texas ad valorem
taxing authority at Docket No. 89, which is in the aggregate amount
of $42,449; (iii) each of the ad valorem taxes asserted by the (a)
City of Chattanooga at Claim Number 35 in the amount $22,689; (b)
the Hamilton County Trustee at Claim Number 36 in the amount of
$27,553, and (c) the Aldine Independent School District at Claim
Number 27 in the amount of $69,158, all of which will be held in
escrow pending further order of the Court; and (iv) the Winddown.
A maximum aggregate amount of $75,000 of the Net Proceeds will be
escrowed and may be used to fund the costs and fees of winding down
the Debtors' chapter 11 cases incurred by the Debtors and their
estates from and after the closing of the Sale of the Collateral.
The Debtors covenant and agree to work cooperatively with the
Committee of Unsecured Creditors, the Pre-Petition Lenders, and the
DIP Lenders on the formation and confirmation of a liquidating plan
of reorganization to be filed no later than May 1, 2018.
Other than payment of the remaining $450,000 DIP proceeds, which
will be paid to the Debtors upon entry of the Order, and payment of
the Winddown neither the Pre-Petition Lenders nor the DIP Lenders
are obligated to provide any further financing to the Debtors, and
the Debtors, their advisors and their officers and directors will
make no additional funding requests to the Pre-Petition Lenders or
the DIP Lenders.
Notwithstanding anything to the contrary in the Chattanooga
Purchase Agreement or the Houston Purchase Agreement: (i) The
Closing contemplated by the Purchase Agreement will occur on March
23, 2018, at 11:59:59 p.m. ET, unless otherwise agreed to by the
Debtors, AZZ, the Pre-Petition Lenders, the DIP Lenders, the
Unsecured Creditors Committee and the United States Trustee, in
writing; and (ii) the Closing contemplated by the Houston Purchase
Agreement will occur no later than March 31, 2018. The Closing of
the Chattanooga Purchase Agreement will take place at Akerman LLP,
2001 Ross Avenue, Suite 3600, Dallas, Texas 75201.
The Debtors will carve-out $115,000 from their DIP Facility
(whether disbursements are made or yet to be made) to be set aside
for the fees of the Official Committee of Unsecured Creditors,
subject to application to the Court for payment of compensation and
reimbursement of expenses in accordance with applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the guidelines
promulgated by the Office of the United States Trustee, the Local
Rules and Orders of the Court, and pursuant to any additional
procedures that were established by the Court in the case. The
funding of the DIP Facility, inclusive of the carve-out referenced
in this paragraph fully satisfies the Lender's obligations under
the DIP Order as to the Official Committee of Unsecured Creditors -
and the Official Committee of Unsecured Creditors further agrees
not to seek or request additional distribution from the Lender
related to such carved-out funds.
The automatic stay under section 362 of the Bankruptcy Code is
vacated and modified to the extent necessary to implement the terms
and provisions of the Purchase Agreement and the Related Agreements
and the provisions of the Sale Order.
The provisions of Bankruptcy Rules 6004(h) and 6006(d) will not
apply to stay consummation of the sale of the Purchased Assets to
AZZ under the Purchase Agreement, as contemplated in the Sale
Motion and approved by the Sale Order, and the Debtors and AZZ is
authorized to consummate the transactions contemplated and approved
herein immediately upon entry of the Sale Order.
A copy of the APA attached to the Order is available for free at:
http://bankrupt.com/misc/Lectrus_Corp_263_Order.pdf
The Purchaser:
AZZ ENCLOSURE SYSTEMS
- CHATTANOOGA LLC
3100 W. 7th Street
Forth Worth, TX 76107
Attn: Tara D. Mackey
Ken Lavelle
E-mail: taramackey@azz.com
kenlavelle@azz.com
The Purchaser is represented by:
John E. Mitchell, Esq.
Scott Lawre, Esq.
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
E-mail: john.mitchell@akerman.com
scott.lawrence@akerman.com
- and -
Jose Manalo, Esq.
AKERMAN LLP
601 West Fifth St., Suite 300
Los Angeles, CA 90071
E-mail: jose.manalo@akerman.com
About Lectrus Corporation
Based in Chattanooga, Tennessee, Lectrus Corporation --
http://www.lectrus.com/-- designs and manufactures custom metal
enclosures and electrical and mechanical integration serving the
power, oil and gas, renewable energy, industrial, water and
wastewater, transportation, military, mining, data centers,
institutional, and commercial markets. The company has two
manufacturing facilities located in North America.
Lectrus Corp. and parent Lectrus Holding Corporation sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Tex. Lead Case No. 17-15588) on Dec. 7, 2017. James P. Beers,
vice-president of finance, signed the petitions.
At the time of the filing, Lectrus disclosed assets of $13.34
million and liabilities of $35.26 million. Lectrus Holding
disclosed zero assets and liabilities totaling $20.55 million.
Judge Nicholas W. Whittenburg presides over the cases.
The Debtors tapped Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC, as counsel; and Livingstone Partners LLC, as investment
banker.
The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors' in the Debtors' cases.
LEGACY RESERVES: To Effectuate Corporate Reorganization
-------------------------------------------------------
Legacy Reserves LP has executed a definitive documentation to
effectuate its corporate transition to Legacy Reserves Inc., a
newly-created Delaware corporation.
Key Elements of the Transaction
* Each unit representing a limited partner interest (NASDAQ:
LGCY) will be converted into the right to receive 1.0 share
of New Legacy's common stock;
* Each 8% Series A and Series B Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Unit will be
converted into the right to receive 1.9620 and 1.72236 shares
(pursuant to Legacy's partnership agreement) of Common Stock,
respectively, with any rights to accumulated and unpaid
distributions being discharged and the Preferred Units being
cancelled;
* All incentive distribution units will be automatically
cancelled and will cease to exist;
* New Legacy will purchase the General Partner for $3 million
in cash; and
* The general partner interest of Legacy will remain
outstanding, indirectly owned by New Legacy.
Mr. Paul T. Horne, chairman and chief executive officer of Legacy's
general partner, commented, "As a result of the Transaction, Legacy
will become a newly-traded C-Corp stock with a less complicated
balance sheet and an enhanced opportunity to raise capital and grow
the business. We took our first steps towards this transition over
two years ago and, after considerable time, effort and evaluation,
we are thrilled to make this announcement and look forward to
continuing our great operations under a new, simplified corporate
structure. We have established a platform for the creation of
significant value for the company and we look forward to stepping
out from the dark cloud we have been under as an upstream MLP."
Conditions to Closing
Completion of the associated merger is subject to customary
conditions including the affirmative vote of the majority of votes
cast by unitholders at a special meeting of the unitholders and the
customary closing conditions of the associated purchase agreement
having been satisfied or waived. Under the terms of Legacy's
partnership agreement, holders of the Preferred Units are not
entitled to vote on the merger. The Board of Directors of the
General Partner has unanimously approved the terms of, and has
recommended that the unitholders approve, the merger. The GP Board
approved New Legacy's purchase of the General Partner with the
special approval of the Conflicts Committee of the GP Board. The
Merger is intended to be tax-free to unitholders subject to
potential recapture for some unitholders as a result of the change
in tax status from a partnership to a C-Corporation.
Other Capital Structure Items
Legacy's existing revolving credit facility, second lien term loan,
and senior unsecured notes will remain in place with Legacy
remaining as the borrower. Legacy has entered into separate
agreements to amend the revolving credit facility and the second
lien term loan to, among other things, permit the Transaction,
allow for the incurrence and payment of tax and overhead expenses
at New Legacy and further restrict Legacy's ability to make
distributions. As part of the Spring redetermination, Legacy's
borrowing base was reaffirmed at $575 million. Legacy intends to
commence a consent solicitation to amend the provisions of the
indentures of its senior unsecured notes to, among other things,
amend the definition of Change of Control to exclude the
Transaction and reflect the new corporate structure. Legacy owns
over 50% of the outstanding principal amount of its 6.625% Senior
Notes due 2021 and intends to vote in favor of the proposed
amendment. In addition, holders of over 50% of the outstanding
principal amount of Legacy's 8% Senior Notes due 2020 have agreed
to vote in favor of the proposed amendment. Legacy is not offering
or paying any consent fees to any holders of 2020 Notes or 2021
Notes for such consents.
Advisors
Kirkland & Ellis LLP acted as legal counsel to Legacy. Evercore
Partners acted as independent financial advisor and Richards,
Layton & Finger, PA acted as independent legal counsel to the
Conflicts Committee of the GP Board.
A full-text copy of the Agreement and Plan of Merger Dated as of
March 23, 2018 is available for free at https://is.gd/cbYcp9
About Legacy Reserves LP
Legacy Reserves LP -- http://www.LegacyLP.com/-- is a master
limited partnership headquartered in Midland, Texas, focused on the
development of oil and natural gas properties primarily located in
the Permian Basin, East Texas, Rocky Mountain and Mid-Continent
regions of the United States.
Legacy Reserves reported a net loss attributable to unitholders of
$72.89 million on $436.30 million of total revenues for the year
ended Dec. 31, 2017, compared to a net loss attributable to
unitholders of $74.82 million on $314.4 million of total revenues
for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Legacy
Reserves had $1.49 billion in total assets, $1.76 billion in total
liabilities and a total partners' deficit of $271.7 million.
LIONS GATE: Loan Upsize No Impact on Moody's Ba3 CFR
----------------------------------------------------
Moody's Investors Service said that Lions Gate Entertainment
Corp.'s Ba3 corporate family rating, its security level ratings,
and proposed subsidiary security level ratings are unchanged
following the proposed $250 million upsize to $750 million on the
term loan A and the $225 million upsize to $1.25 billion on the
term loan B. Both the Ba2 senior secured credit facility ratings
and the B2 senior unsecured note ratings issued under the wholly
owned US subsidiary, Lions Gate Capital Holdings LLC., also remain
unchanged. Moody's anticipates that the company will eliminate the
planned $250 million draw at closing under the new revolver, and
the proceeds from the $225 million increase in the Term Loan B will
be held in cash. Moody's believes that these moves will improve
liquidity around the estimated $900 million dissenting equity
claims liability and related interest from the Starz acquisition
that is expected to come due in the next twelve months. Moody's
anticipates that the expanded and expected undrawn $1.5 billion
revolving credit facility and cash balance will provide significant
liquidity to meet those payments. While the term loan upsize
slightly raises current gross leverage, Moody's anticipates that
after the dissenting equity claims payment is made, leverage will
be unchanged from the previous expectation. Moody's believes that
management will continue to endeavor to lower Debt-to-EBITDA
leverage below 3.5x using a combination of growing EBITDA and debt
reduction, in line with the Ba3 rating.
Lionsgate, domiciled in British Columbia, Canada (with its
headquarters in Santa Monica, CA), is a vertically integrated next
generation global content leader with a diversified presence in
motion picture production and distribution, television programming
and syndication, premium pay television networks, home
entertainment, global distribution and sales, interactive ventures
and games, and location-based entertainment. Annual revenues as of
LTM 12/31/2017 were over $4.3 billion.
LOCKWOOD HOLDINGS: $10K Sale of Joliet Assets to Hydratight Okayed
------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Lockwood Holdings, Inc. and affiliates
to sell their racking system and desks, chairs, and file cabinets
located at 2404 Reeves Road, Joliet, Illinois to Hydratight
Operations, Inc. for $10,000.
The sale is on an "as is, where is" basis, with all faults, and
without any representations or warranties of any kind, free and
clear of all liens, claims, encumbrances, and other interests.
From the cash proceeds at the Closing of the transaction
contemplated by the Bill of Sale, the Debtors will pay to Wells
Fargo within three business days from the Closing the transaction
contemplated by the Bill of Sale, the sale cash proceeds.
The requirements set forth in Bankruptcy Rules 6003(b), 6004 and
6006 have been satisfied or otherwise deemed waived.
As provided by Bankruptcy Rules 7062 and 9014, the terms and
conditions of the Order will be effective immediately upon entry
and will not be subject to the stay provisions contained in
Bankruptcy Rule 6004(h) or any similar rule that would delay the
effectiveness of the Order. Time is of the essence in closing the
sale and the Debtors and the Buyer intend to close the sale and
consummate the transaction as soon as possible.
About Lockwood Holdings
Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products. The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service. Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.
Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 18-30197) on Jan. 18, 2018. The case is assigned to
David R Jones. Its affiliates LH Aviation, LLC (Bankr. S.D. Tex.
Case No. 18-30198) and Piping Components, Inc. (Bankr. S.D. Tex.
Case No. 18-30199) filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code on Jan. 24, 2018. Judge Marvin
Isgur is assigned to their cases.
In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt. LH Aviation and
Piping Components estimated their assets in the range of $0 to
$50,000 and $50 million to $100 million in debt.
The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw
LLP as counsel, and Spagnoletti & Co. as their special litigation
counsel. Imperial Capital,
LLC, is the Debtors' investment banker.
The United States Trustee appointed an official committee of
unsecured creditors
LOCKWOOD HOLDINGS: Committee Taps McKool Smith as Legal Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Lockwood Holdings,
Inc., seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire McKool Smith, P.C., as its legal
counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist in its consultations with Lockwood and its
affiliates; investigate the Debtors' business operations and
financial condition; negotiate with the Debtors concerning matters
related to a bankruptcy plan; and provide other legal services
related to the Debtors' Chapter 11 cases.
The firm's hourly rates range from $750 to $1,295 for principals,
$395 to $850 for other attorneys, and $110 to $340 for legal
assistants.
The attorneys who will be representing the committee and their
hourly rates are:
Paul Moak Principal $700
Christopher Johnson Senior Counsel $550
Veronica Manning Associate $380
Christopher Johnson, Esq., at McKool Smith, disclosed in a court
filing that the firm's attorneys are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul D. Moak, Esq.
Christopher D. Johnson, Esq.
McKool Smith, P.C.
Veronica Manning, Esq.
600 Travis, Suite 7000
Houston, TX 77002
Phone: (713) 485-7300
Fax: (713) 485-7344
E-mail: pmoak@mckoolsmith.com
E-mail: cjohnson@mckoolsmith.com
E-mail: vmanning@mckoolsmith.com
About Lockwood Holdings
Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately-owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products. The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service. Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.
Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 18-30197) on Jan. 18, 2018. The case is assigned to
David R Jones. Its affiliates LH Aviation, LLC (Bankr. S.D. Tex.
Case No. 18-30198) and Piping Components, Inc. (Bankr. S.D. Tex.
Case No. 18-30199) filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code on Jan. 24, 2018. Judge Marvin
Isgur is assigned to their cases.
In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt. LH Aviation and
Piping Components estimated less than $50,000 in assets and $50
million to $100 million in debt.
The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw
LLP, as counsel, and Spagnoletti & Co. as their special litigation
counsel. Imperial Capital, LLC, is the Debtors' investment
banker.
On Feb. 20, 2018, the United States Trustee appointed an official
committee of unsecured creditors. The Committee tapped McKool
Smith, P.C. as its bankruptcy counsel.
LOFTS ON THE PARK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lofts on the Park USA, Inc.
PO Box 600368
North Miami Beach, FL 33160
Business Description: Lofts on the Park USA, Inc. listed its
business as a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101
(51B)). It previously sought bankruptcy
protection on Sept. 12, 2011 (Bankr. S.D.
Fla. Case No. 11-35253). The Company's
principal place of business is located at
1660 NE 135th Street, Suite #7, Miami,
Florida.
Chapter 11 Petition Date: March 29, 2018
Case No.: 18-13735
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Robert A Mark
Debtor's Counsel: Dana R Quick, Esq.
BAST AMRON LLP
One Southeast Third Avenue
Suite 1400
Miami, FL 33131
Tel: 305-379-7904
E-mail: dquick@bastamron.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Serge Otmezguine, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flsb18-13735_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb18-13735.pdf
M.O.R. PRINTING: People's Capital to be Paid $5K Over 18 Months
---------------------------------------------------------------
M.O.R. Printing, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida a first amended disclosure statement
in support of its chapter 11 plan of reorganization dated March 15,
2018.
In this latest filing, the insiders of the Debtor include Owen
Luttinger, President and a one-third owner; Richard Luttinger,
Secretary-Treasurer and a one-third owner, and Mark Goldstein a
one-third owner.
In the two calendar years before the date of filing (2015 and
2016), Owen Luttinger received a total of $208,993 in compensation,
and Richard Luttinger received a total of $231,846 in compensation.
In the 11 months since the petition date, each officer has received
a total of $205,874.50 in compensation or an average of $18,715.86
per month. For the last several months each officer has averaged
approximately $23,000 in salary, which compensation should continue
in the near future.
In the 24-month period before filing, Mark Goldstein received no
compensation from the Debtor. The Debtor does not employ Mark
Goldstein, therefore he does not receive compensation.
Class 1, the claim of People's Capital & Leasing Corporation is in
the agreed amount of $318,822.92, all of which is secured by the
Debtor's other assets including, but not limited to, accounts
receivable, inventory and the proceeds thereof. The Deficiency
Claim is secured by the Debtor's accounts receivables, furniture,
and a small amount of equipment. $100,000 of the Deficiency Claim
will be paid to People's by the Debtor as follows: $10,000 within
15 days after entry of an order approving settlement (on or before
Jan. 23, 2018); and $5,000 per month 18 months beginning on the
30th day after the $10,000 initial payment is made. The balance of
the Deficiency Claim in the amount of $218,822.92 will be paid to
the extent that monies are recovered from an insurance claim for
the KBA Press which was damaged in September 2016 when the Debtor
moved. Special Counsel has been hired to pursue collection of the
insurance claim for the Debtor. Pursuant to the Settlement
Agreement, any net proceeds recovered from the insurance claim will
be split 50/50 between the Debtor and People's, and People's will
apply the 50% payment to the Reduced Deficiency Claim in an amount
not to exceed $218,822.92. The total paid to People's between the
$10,000 initial payment; 18-month payment plan; and the amount
recovered through the insurance claim will not exceed $318,822.92.
Funds to be used to make cash payments under the Plan will
initially be derived from the Debtor's cash on deposit ($36,586 on
12/31/17) and then, going forward the cash payments due under the
Plan will come from the profits of the Reorganized Debtor. The cash
infusion from Owen Luttinger and Richard Luttinger in the total
amount of $48,000 will be paid to unsecured creditors in quarterly
installments during the first year of the Plan. Debtor’s business
is and has been profitable.
In order to assist in funding the Debtor's business operations
under the Plan, the Debtor may retain any cash on hand, any funds
in its bank accounts, and may retain amounts received from accounts
receivable to pay accounts payable. Accordingly, Debtor asserts
that it is able to perform all of its obligations under the Plan,
and as such, the Plan satisfies section 1129(a)(11) of the Code.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb17-11570-159.pdf
A full-text copy of the Chapter 11 Plan is available at:
http://bankrupt.com/misc/flsb17-11570-160.pdf
About M.O.R. Printing
M.O.R. Printing, Inc., based in Fort Lauderdale, Florida, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-11570) on Feb. 8,
2017. The Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million. The petition was signed
by Owen Luttinger, president. The Hon. John K Olson presides over
the case. Chad T. Van Horn, Esq., at Van Horn Law Group, P.A.,
serves as counsel to the Debtor.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of M.O.R. Printing, Inc., as of
April 17, 2017.
MACOM TECHNOLOGY: Moody's Affirms Ba3 CFR; Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service affirmed MACOM Technology Solutions
Holdings, Inc.'s ("MACOM") ratings, including its Corporate Family
Rating ("CFR") of Ba3, Probability of Default Rating ("PDR") of
Ba3-PD, and Ba3 ratings on the company's senior secured credit
facilities. Moody's also affirmed the Speculative Grade Liquidity
("SGL") rating of SGL-2. The rating outlook was changed to negative
from stable.
The change in outlook was principally driven by Moody's expectation
that MACOM's recovery from the slowdown of Chinese communications
network infrastructure spending will remain slow, weighing on
MACOM's revenues and margins in its Telecom segment, such that
Moody's expects that MACOM's financial leverage will remain above
4x debt to EBITDA (Moody's adjusted) and free cash flow ("FCF") to
debt (Moody's adjusted) will remain below the double digits percent
level over the next 12 to 18 months.
Moody's affirmed the following ratings:
Corporate Family Rating, at Ba3
Probability of Default Rating, at Ba3-PD
Senior Secured Revolving Credit Facility-at Ba3 (LGD4 from LGD3)
Senior Secured Term Loan B-- at Ba3 (LGD4 from LGD3)
Speculative Grade Liquidity rating of SGL-2
The outlook was changed to negative from stable
RATINGS RATIONALE
The negative outlook reflects Moody's expectation that MACOM will
return to both revenue and EBITDA growth over the next few
quarters, although at a slower than previously anticipated pace
given the weakness in MACOM's Telecom segment. Moody's expects that
recovery in the Telecom segment and growth in the other segments
will lead to a recovery in revenues, EBITDA, and free cash flow
("FCF"). Moody's expects that through debt repayment and EBITDA
growth, debt to EBITDA (Moody's adjusted) will decline toward 4x
over the next 12-18 months and FCF to debt (Moody's adjusted) will
improve toward the upper single digits percent level over the
period.
The Ba3 CFR reflects MACOM's small scale as a niche player in the
analog semiconductor market, which is characterized by long product
life cycles and stable revenues compared to the overall
semiconductor market. MACOM's rating is constrained by the
challenging operating environment in the company's Telecom segment
(42% of MACOM's revenues in the quarter ended December 29, 2017) as
demand for its optical products declined following a sharp slowdown
in the Chinese telecommunications network infrastructure spending
during calendar year 2017. The rating also reflects the customer
concentration (Huawei Technologies accounted for 10% of FYE 2017
revenues) and the concentrated ownership structure, which may allow
the company to follow a more aggressive financial policy over
time.
Nevertheless, as MACOM recovers from the slowdown in demand for its
optical products sold into the Chinese communications network
infrastructure market, benefits from growth in its Datacenter and
Industrial & Defense segments revenues driven by secular trends,
and continues to repay debt, Moody's expects leverage to gradually
improve from the currently elevated levels. Moody's expects debt to
EBITDA (Moody's adjusted) to decline towards 4x over the next 12 to
18 months from approximately 5.1x debt to EBITDA (12 months ended
December 30, 2017, Moody's adjusted). MACOM's fab-lite
manufacturing model tends to result in fairly stable free cash flow
("FCF") due to limited required capital expenditures, supporting
further deleveraging via debt repayment.
Although unlikely in the near-term, the ratings could be upgraded
if MACOM rapidly recovers to previous credit metric levels, lending
support for the contention that the weakness in the Chinese
telecommunications infrastructure market was largely a temporary
market disruption. Moody's would expect debt to EBITDA to be
maintained below 3.0x (Moody's adjusted) and FCF to debt to be
sustained at least in the mid-teens percent level (Moody's
adjusted).
The ratings could be downgraded if MACOM's credit metrics remain
pressured for an extended period. Specifically, the ratings could
be downgraded if the company's EBITDA margin (Moody's adjusted)
does not rise to the mid-twenties percent level or if Moody's
believes that debt to EBITDA (Moody's adjusted) will remain over
3.5x for an extended period of time.
The senior secured credit facilities' Ba3 rating, the same as the
corporate family rating, reflects the collateral (lien on all
assets and capital stock of domestic subsidiaries), MACOM's
single-class debt structure, with senior secured debt accounting
for the entire debt capital structure, and the limited cushion of
unsecured liabilities.
The Speculative Grade Liquidity rating of SGL-2 reflects MACOM's
good liquidity. This is based on Moody's expectation that MACOM
will generate FCF of at least $50 million over the next year.
Moody's also expects that MACOM will maintain a balance of cash and
short term marketable investments of at least $75 million and will
have full access to the $160 million senior secured revolver
MACOM Technology Solutions Holdings Inc ("MACOM"), based in Lowell,
Massachusetts, produces high performance analog communication
semiconductor products across the radiofrequency spectrum,
including integrated circuits, diodes, power amplifiers and
transistors, that are used in various end-market applications,
including cellular telephony backhaul, military and commercial
RADAR, car navigation systems, and cable TV set-top boxes. MACOM
utilizes a fab-lite manufacturing model, outsourcing a large
portion of its semiconductor chip manufacturing, which limits
capital expenditures.
The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.
MAGNOLIA REGIONAL: Moody's Cuts Rating on $75.8MM Rev. Bonds to Ba3
-------------------------------------------------------------------
Moody's Investors Service has downgraded Magnolia Regional Health
Center's (MS) (MRHC) revenue bonds to Ba3 from Baa3. The downgrade
affects approximately $75.8 million of rated debt. The outlook
remains negative at the lower rating level.
RATINGS RATIONALE
The downgrade to Ba3 recognizes the material negative variance to
financial expectations including the breach of the debt service
coverage ratio covenant in fiscal 2017 and inability to grow
liquidity. Additionally, based on interim performance through the
first five months of fiscal 2018, and absent a covenant amendment,
waiver or strategy to remove pension-related accounting changes
from the computation, Moody's expect MRHC will fall below 1.0 times
debt service coverage per the covenant definition in fiscal 2018,
causing an Event of Default to be declared on February 28, 2019.
The downgrade also incorporates continued pressure on absolute
cash, resulting in narrowing headroom to the 65 days cash covenant.
The Ba3 acknowledges MRHC's role as an essential healthcare
provider to the market. MRHC continues to make full and timely debt
service payments on its all-fixed rate bond structure and the debt
service reserve fund remains fully funded.
RATING OUTLOOK
The negative outlook represents Moody's view that an event of
default is likely over the next year, which may cause an
acceleration of the bonds. Participation in the Mississippi Public
Employees Retirement System (MPERS) will pressure long-term
financial performance, and is elevating near-term risk of a
covenant breach and debt acceleration in early 2019. A further
decline in performance or liquidity beyond current expectations, or
a filing for reorganization or credit relief would result in
downgrade pressure.
FACTORS THAT COULD LEAD TO AN UPGRADE
Significant and sustained improvement in headroom to financial
covenants
Material growth of liquidity metrics
Multi-year trend of significantly improved and sustained operating
performance
FACTORS THAT COULD LEAD TO A DOWNGRADE
Event of default following an anticipated covenant breach and
acceleration of debt
Further deterioration of operating performance
Decline in liquidity levels
A corporate reorganization or bankruptcy filing
LEGAL SECURITY
The bonds are secured by a gross revenue pledge of Magnolia
Regional Health Center. There is a debt service reserve fund and
negative mortgage lien.
Financial covenants include a 1.25 times maximum annual debt
service coverage; falling below 1.25 but above 1.0 requires the
system to hire a consultant while below 1.0 times would be an event
of default. The covenant is measured annually and includes reported
pension expense under Governmental Accounting Standards Board
(GASB) Statement 68. MRHC also must maintain at least 65 days on
hand, measured semiannually. Days cash on hand below 65 days for
two consecutive periods requires the system to hire a consultant.
PROFILE
Magnolia Regional Health Center is a 200-bed hospital located in
Corinth, Mississippi. MRHC provides services to patients in
Northeast Mississippi and is about five miles from the Tennessee
border. The hospital is a component unit of the City and County.
The system has limited competition, a joint venture cancer center
and a trauma center.
METHODOLOGY
The principal methodology used in this rating was Not-For-Profit
Healthcare published in November 2017.
MARIA SANCHEZ: $96K Private Sale of McAllen Property Denied
-----------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas denied Maria Magdalena Sanchez's private
sale of the real property located in Hidalgo County, Texas, more
particularly described as All of Lot 3, Ivy Terrace Subdivision, an
addition to the City of McAllen, Hidalgo County, Texas, also known
as 912 N. 29th, McAllen, Texas, to Francisco Sanchez for $96,000.
A hearing on the Motion was held on March 23, 2018.
The Debtor proposed to sell the Property free and clear of any
interest.
Maria Magdalena Sanchez, of Pharr, Texas, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 16-70518) on Dec. 5, 2016.
The Debtor tapped Antonio Martinez, Jr., Esq., as counsel.
MARIA SANCHEZ: Sale of 50% Interest in Rio Hondo Property Denied
----------------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas denied Maria Magdalena Sanchez's private
sale of her 50% interest in real property located in Cameron
County, Texas, more particularly described as Tract 1, 33575 FM
2925, Rio Hondo, Texas, Abst2 - XX Farms N 1/2 Lot 42 Blk 3, to
Francisco A. Sanchez, the co-owner, for $52,000.
A hearing on the Motion was held on March 23, 2018.
The Debtor proposed to sell the Property free and clear of any
interest.
Maria Magdalena Sanchez, of Pharr, Texas, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 16-70518) on Dec. 5, 2016.
The Debtor tapped Antonio Martinez, Jr., Esq., as counsel.
MARIANO MENDOZA: $550K Sale of Santa Ana Property Approved
----------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California authorized Mariano Mendoza and
Mercedes Mendoza to sell the residential real property located at
1623 N. Fairmont Street, Santa Ana, California to Salomon Estrada
and Silvia Estrada Trujillo for $545,000
A hearing on the Motion was held on March 20, 2018 at 10:00 a.m.
The sales proceeds may be disbursed as requested in the sale
motion, including but not limited to payment of the 5% brokerage
commission to Rosalva Olivarria.
The sale will be free and clear of the secured claim of the Norbert
Foigelman Trust. The Foigelman Lien will attach to the proceeds of
sale, after payment of sale-related costs, including the brokerage
commission, with the same priority that such claim held as against
the Premises and subject to all claims and defenses available to
the Debtors and/or their Chapter 11 Estate.
The Sellers' Proceeds will be held in the Debtors' counsel's trust
account, pending further order of the Court. Alternatively, such
funds may be disbursed to satisfy the Foigelman Lien if Debtors
determine, in their discretion, that such claim is valid and not
avoidable.
The Order will be effective immediately upon entry notwithstanding
F.R.B.P. 6004(h).
Mariano Mendoza and Mercedes Mendoza sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 17-11662) on April 26, 2017. The Debtor
tapped Onyinye N. Anyama, Esq., at Anyama Law Firm, as counsel.
MARRONE BIO: Board OKs $106,832 Annual Bonuses to 3 Executives
--------------------------------------------------------------
The board of directors of Marrone Bio Innovations, Inc. has
approved bonus awards for each of the Company's named executive
officers for performance during the fiscal year ended Dec. 31, 2017
based on the recommendation it received from the Compensation
Committee of the Board to approve those bonus awards. The bonus
awards were granted to each of Pamela G. Marrone, Ph.D., chief
executive officer ($43,310); James B. Boyd, president and chief
financial officer ($36,573); and Linda V. Moore, executive vice
president, general counsel and secretary ($26,949).
Each officer was permitted to elect to take up to all of her or his
respective bonus award in the form of fully vested restricted stock
units in lieu of cash, at a rate equal to $1.064 per share subject
to the respective RSUs (such rate representing the average of the
closing price of the Company's common stock as quoted on the Nasdaq
Capital Market for the final ten trading days of the fiscal year
ended Dec. 31, 2017). Dr. Marrone has elected to receive all of
her award in the form of RSUs, for a total of 40,704 RSUs, Mr. Boyd
has elected to receive all of his award in the form of RSUs, for a
total of 34,373 RSUs, and Ms. Moore has elected to receive $5,949
of her award in the form of RSUs, for a total of 5,591 RSUs.
The awards were recommended by the Committee under a bonus plan
that provided for a target bonus award of 45%, 40% and 35% of base
salary for Dr. Marrone, Mr. Boyd and Ms. Moore, respectively, with
70% of the target award based upon the achievement of Company-wide
goals and 30% of the target award based upon the achievement of
individual goals. The progress of the goals was tracked by the
Committee, and the determination of goal achievement (full or
partial) was made by the Committee and approved by the Board. Based
upon such determinations, Dr. Marrone, Mr. Boyd and Ms. Moore were
each awarded 32% of his or her total eligible bonus.
All other compensation for the named executive officers for the
fiscal year ended Dec. 31, 2017 will be reported by the Company in
the Summary Compensation Table in the Company's proxy statement for
the Annual Meeting, to be filed with the Securities and Exchange
Commission no later than 120 days after Dec. 31, 2017.
Director Compensation
On March 20, 2018, based on the recommendation it received from the
Committee, the Board approved of certain changes to the Company's
compensation policy applicable to non-employee directors. These
changes include increasing the value of the Company's initial
equity grants to directors, as well as replacing all cash
components of director compensation with equity compensation, while
increasing the value of such equity compensation in lieu of cash by
approximately 20% (determined based on the average of the closing
price of the Company’s common stock as quoted on the Nasdaq
Capital Market for the final ten trading days of the fiscal year
ended Dec. 31, 2017). The revised policy will be applied
retroactively for the Company's first quarter of 2018 with respect
to payment of quarterly retainers in the form of RSUs in lieu of
cash retainers under the Company's prior director compensation
policy. Further discussion of director compensation will be
reported by the Company in the Director Compensation section of the
Company's Proxy Statement.
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
MARRONE BIO: To Annual Meeting of Shareholders on May 30
--------------------------------------------------------
The Board of Directors has scheduled Marrone Bio Innovations,
Inc.'s 2018 annual meeting of shareholders for Wednesday, May 30,
2018. The time and location of the Annual Meeting will be set
forth in the Company's Proxy Statement.
Pursuant to the Company's Third Amended and Restated Bylaws, if a
stockholder of the Company intends a proposal to be considered for
inclusion in the Company's proxy statement for the Annual Meeting,
stockholder proposals must be delivered to the principal executive
offices of the Company, at 1540 Drew Ave., Davis, California 95618,
Attention: Corporate Secretary, not later than April 15, 2018.
Additionally, notice of any stockholder proposal (including a
proposal to nominate a candidate for director) that is not
submitted for inclusion in the proxy statement for the Annual
Meeting must be delivered to or mailed and received at the
principal executive offices of the Company not later than
April 15, 2018. Any stockholder proposal or director nomination
must also comply with the requirements of Delaware law, the rules
and regulations promulgated by the SEC and the Company's Bylaws, as
applicable. Any notice received after April 15, 2018 will be
considered untimely and not properly brought before the Annual
Meeting.
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
MASCO CORP: Moody's Hikes Senior Unsecured Rating From Ba1
----------------------------------------------------------
Moody's Investors Service upgraded Masco Corporation's Senior
Unsecured Rating to Baa3 from Ba1, based on expectations that
Masco's operating performance will result in key debt credit
metrics supportive of higher ratings while maintaining its robust
liquidity profile. Moreover, Moody's believes Masco will maintain
debt credit metrics suitable for its investment grade rating in a
downturn. Moody's withdrew Masco's CFR, PDR and SGL since these
ratings are not applicable to investment grade-rated companies. The
rating outlook is stable.
Upgrades:
Issuer: Masco Corporation
-- Senior Unsecured Shelf, Upgraded to (P)Baa3 from (P)Ba1
-- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from
Ba1 (LGD4)
Withdrawals:
Issuer: Masco Corporation
-- Probability of Default Rating, Withdrawn , previously rated
Ba1-PD
-- Speculative Grade Liquidity Rating, Withdrawn , previously
rated SGL-1
-- Corporate Family Rating, Withdrawn , previously rated Ba1
Outlook Actions:
Issuer: Masco Corporation
-- Outlook, Remains Stable
RATINGS RATIONALE
The upgrade of Masco's Senior Unsecured Rating to Baa3 from Ba1
results from Moody's expectations that Masco will continue to grow
operating profits and resulting cash flows driving further
improvement in debt credit ratios. Moody's project adjusted EBITA
margins near 16%, comparable to 15.9% for FY17, and close to its
near-record high of 16.3% achieved in 2004. Higher volumes, modest
price increases across all businesses, and realization from past
cost saving initiatives are all contributors to better performance.
Acquisition of The L.D. Kichler Co. ("Kichler Lighting"), which
closed on March 9, and divestiture of low-margin businesses such as
Moores Furniture Group Limited in 4Q17 is adding to Moody's
expectations of better performance. Masco's operating performance
and some debt reduction are driving better credit ratios. Moody's
project debt-to-EBITDA improving to 2.2x by late 2019 from 2.6x at
FYE17, and free cash flow-to-debt approaching 20% over same time
period. Moody's projections focus on deleveraging from earnings
growth and repayment of $114 million of notes due April 2018. Lower
cash interest payments, approximating $160 million per year,
relative to previous years contribute to cash flow generation as
well.
Fundamentals for US repair and remodeling activity, from which
Masco derives a great majority of its revenues and resulting
earnings, remain sound. The Remodeling Market Index's overall
reading was 59.8 in 4Q17, above 50 since 1Q13 and indicating
sustained growth. Over next 12 to 18 months, Moody's anticipate the
overall reading remaining in expansion mode. New home construction,
another source Masco's earnings, is growing steadily. Moody's
maintains a positive outlook for the domestic homebuilding industry
and projects new housing starts will reach 1.280 million in 2018,
representing a 7.4% increase from 1.192 million in 2017.
Further supporting Masco's investment grade rating is its robust
liquidity profile typified by substantial cash on hand, solid free
cash flow generation and revolver availability. Cash on hand and
short-term investments are a sizeable $1.3 billion at FYE17, more
than sufficient to pay for first-quarter working capital and
capital expenditure needs, acquisition of Kichler Lighting, and to
pay off its Notes due April 2018. Moody's project Masco generating
approximately $600 million in free cash flow over next 12 months.
Augmenting cash and cash flows is a $750 million revolving credit
facility, which Moody's expect to remain unutilized.
However, risks remain. Although strong now, domestic construction
is highly cyclical, and could turn downward very quickly, stressing
key debt credit metrics. Also, share repurchases reduces cash that
otherwise could be conserved used for liquidity or debt reduction.
Masco indicated it will repurchase another $200 million to $300
million of its shares in 2018, in addition to $1.2 billion sent
since beginning of 2015. Nevertheless, Moody's believe future share
repurchases will be tempered by economic conditions, acquisitions,
free cash flow generation, and stock price. Moody's consider
Masco's muted book equity growth stemming from shareholder-friendly
activities to be an ongoing rating limitation.
Stable rating outlook reflects Moody's expectations that Masco will
follow conservative financial policies and maintain its credit
profile, such as leverage below 3.0x, that supports its Baa3 Senior
Unsecured Rating.
Masco's ratings could be upgraded further if operating performance
exceeds Moody's forecasts while free cash flow-to-debt remains
above 15%, debt-to-EBITDA sustained below 2.0x, EBITA margins stay
over 15% (all ratios include Moody's standard adjustments), and
material growth in book equity while preserving its robust
liquidity profile.
Downward rating pressure is not likely to transpire over next two
to three years. However, negative rating actions could ensue if
Masco adopts a more aggressive financial strategy, particularly
with respect to acquisitions, share repurchases, or liquidity. In
addition, a downgrade could occur if Masco's operating performance
falls below Moody's expectations, resulting in free cash
flow-to-debt remaining below 10% for an extended period, EBITA
margins trending towards 10%, or Debt-to-EBITDA sustained above
3.0x (ratios include Moody's standard adjustments), deterioration
in liquidity profile, large debt-financed acquisitions, higher than
anticipated levels of share repurchases.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Masco Corporation, headquartered in Livonia, MI, is one of the
largest North American manufacturers of branded building products
for home improvement. North American operations generate 79% of
total sales. Revenues for 12 months through December 31, 2017
totaled about $7.6 billion.
MEDIACOM COMM: Moody's Rates New $900MM Secured Term-Loan N Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD-3) rating to MCC Iowa
LLC's (a borrower of Mediacom LLC whose parent is Mediacom
Communications Corporation (MCC) newly issued $900 million senior
secured term loan N due 2024 and its Senior Secured Term Loan A-2
facility (due March 2023) which was upsized to $250 million, with
an incremental draw of $60 million. All financial maintenance
covenants remain consistent with the existing credit agreement.
The proceeds of the financing, totaling approximately $1.1 billion,
will be used to pay off the existing $800 million Term Loan K due
2024 (at MCC Iowa LLC) and redeem the $300 million in 6.375% Senior
Unsecured notes due 2023 at Mediacom Broadband LLC. The redemption
of the notes will be executed on April 2, 2018 at which time
Moody's will withdraw Moody's B1 LGD-6 rating on the instrument, as
well as Moody's Ba2 LGD-3 rating on the Term Loan K.
All other ratings are unchanged, including the Ba2 Corporate Family
Rating, the Ba2 Probability of Default Rating, and the Ba2 LGD-3
ratings on the remaining Senior Secured Bank Credit Facility. The
Positive Outlook remains unchanged.
The financing is credit positive. The refinancing of the Term Loan
A-1 extends the maturity from 2021 to 2023 and lowers interest
expense with reduction in LIBOR and base rates by approximately
.25%. The company will also benefit from lower interest expense
with the redemption of the notes which have a relatively high
coupon.
Assignments:
Issuer: MCC Iowa LLC
-- Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD3)
RATINGS RATIONALE
Mediacom Communications Corporation's (Mediacom or the Company) Ba2
Corporate Family Rating (CFR) is supported by strong credit metrics
approaching investment-grade strength, including leverage, interest
coverage, and Free Cash Flow (FCF) to debt. Moody's expect the
Company's leverage ratio will improve from 3.9x (as of year ended
2017, Moody's adjusted) to at, or under, 3x by the end of 2018.
Free Cash Flow to Debt was approximately 8% as of December 31, 2017
and Moody's expect the ratio to rise to mid-teen percentage by the
end of 2018. With financial policies favoring creditors, much of
the company's FCF has been used to repay debt. With debt levels
falling, interest coverage (Moody's adjusted EBITDA-CAPEX/interest)
is improving, and will approach 4x by the end of 2018, rising from
the low 3x range. In addition, the company's rating is supported by
stable market penetration floating around 29%, revenue reaching
$675 per homes passed, and strong and steady EBITDA margins near
40%. Residential and commercial broadband demand is driving
operating performance, with strong subscriber growth and higher
prices. Combined with high margins, and a lack of competition,
growth in broadband is more than offsetting the impact from
declines in video. Liquidity is also very good, with strong
internal cash flows, significant covenant cushion, and alternate
sources of liquidity with a substantial rise in equity value. The
management team has a track record of successfully managing its
debt obligations and has been committed to lowering its credit
exposure despite and through a cycle of extraordinarily low
interest rates that might otherwise have been motivation to
increase leverage.
Constraints to the rating include the smaller size of the Company.
Despite being the 5th largest cable company in the US, with revenue
near $1 billion, the company is more similar to lower rated peers.
While this hasn't necessarily restricted the Company's access to
the capital markets, the scale of the company has certain
disadvantages. It's negotiating leverage and buying power is weaker
than larger peers, and its less diversified. With all of the
revenues generated in a regional footprint in the MidWest and the
majority of the business concentrated in broadband, sudden and
adverse changes in regulation or competition can expose the company
to higher credit risk. In addition, Mediacom has weak penetration
in video, and is losing subscribers at a relatively high rate, in
the mid-single digits, with cord cutting accelerating as existing
and new entrants compete for the Pay-TV audience with less
expensive streaming services including Virtual Multi-Video
Distributors, Subscription Video On Demand, and Direct to Consumer.
The video business is highly competitive, has a burdensome cost
structure, requiring significant capital investment and the
absorption of some programming costs that are rising fast, in the
high single digits.
The positive outlook reflects Moody's expectation that the company
will generate more than $1.9 billion in revenues over the next
12-18 months, producing close to $750 million in EBITDA on margins
between 39%-40%. Moody's expect free cash flows to be $300 - 350
million, net of approximately $350 million in CAPEX, and largely
used to delever to at or below 3.0x by year end 2018 (assuming
total debt of approximately $2.2 billion). Moody's project FCF/debt
will rise to mid-teens percent and interest coverage
(EBITDA-CAPEX/interest, Moody's adjusted) will improve to low 4x.
Moody's projections also assume the triple-play-equivalent ratio
will remain steady, near 29%, and revenue per homes passed will
rise to near $675.
An upgrade is likely over the next 12-18 months. The positive
action would require leverage (Moody's adjusted total debt/EBITDA)
to be sustained below 3.0 times, and free cash flow-to-debt
(Moody's adjusted) sustained above 12.5%. A positive rating action
would also be considered if the company maintains good liquidity,
improves the scale of the company, adopts more conservative
financial policies, there is a low probability of near-term event
risks and or there are positive developments in regulation, market
position, capital structure, or key performance measures that, when
taken together with all other factors, the credit profile suggests
a better rating category. The timing for an upgrade will be based
on a balance of several factors including the pace and direction of
operating performance, the probability and risk of a leveraged
event given the rise in M&A activity, and the level of confidence
Moody's have in management's commitment to maintain a credit
profile within Moody's rating tolerances at a higher credit rating.
Moody's believe ownership is very disciplined and focused primarily
on capital preservation rather than growth at this stage. However,
Moody's also recognize the company does have the capacity, and may
have the appetite, to execute a leveraged transaction if the
economics were more accretive than the high hurdle of current
returns achieved through the ownership of Mediacom.
A negative rating action is unlikely over the next 12-18 months but
could occur if leverage (Moody's adjusted total debt/EBITDA) rises
above 4 times, or free cash flow-to-debt (Moody's adjusted) falls
below 7.5%. A negative rating action would also be considered if
liquidity deteriorated, more aggressive financial policies were
adopted, or Moody's anticipated the possibility of a material and
adverse change in regulation, market position, capital structure,
key performance measures, or the operating model such that, when
taken together with all other factors, the credit profile suggests
a better rating category.
Mediacom Communications Corporation, headquartered in Mediacom
Park, New York, offers traditional and advanced video services such
as digital television, video-on-demand, digital video recorders,
and high-definition television, as well as high-speed Internet
access and phone service. The company had approximately 1.4 billion
customers, including 821 thousand video subscribers, 1.2 million
high speed data subscribers, and 564 thousand phone subscribers, as
of December 31, 2017. Mediacom primarily serves smaller cities in
the Midwestern and southern United States, operating through two
wholly owned subsidiaries, Mediacom Broadband and Mediacom LLC. Its
revenue for the year ended December 31, 2017, were approximately $1
billion.
The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.
MYOMO INC: Marcum LLP Raises Going Concern Doubt
------------------------------------------------
Myomo, Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K, disclosing a net loss of $12.10
million on $1.56 million of revenue for the fiscal year ended
December 31, 2017, compared to a net loss of $3.62 million on $1.10
million of revenue for the year ended in 2016.
Marcum LLP states that the Company has incurred significant losses,
used cash from operations, has an accumulated deficit 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.
The Company's balance sheet at December 31, 2017, showed total
assets of $13.97 million, total liabilities of $1.53 million, and a
total stockholders' equity of $12.44 million.
A copy of the Form 10-K is available at:
https://is.gd/RsrcEK
About Myomo, Inc.
Myomo, Inc., is a commercial stage medical device company in the
medical robotics industry, specializing in myoelectric braces, or
orthotics, for people with neuromuscular disorders. The Cambridge,
Mass.-based Company develops and market the MyoPro product line.
MyoPro is a powered upper limb orthosis designed to support the arm
and restore function to the weakened or paralyzed arms of patients
suffering from CVA stroke, brachial plexus injury, traumatic brain
injury, spinal cord injury, ALS or other neuromuscular disease or
injury.
NEONODE INC: Ulf Rosberg Hikes Stake to 7.3% as of March 22
-----------------------------------------------------------
Ulf Rosberg reported to the Securities and Exchange Commission that
as of March 22, 2018, he beneficially owns 4,283,872 shares of
common stock of Neonode Inc., constituting 7.3 percent of the
shares outstanding. The shares are owned directly by UMR Invest
AB, an entity beneficially owned by Mr. Rosberg. Over the past 60
days, the Reporting Person acquired 421,396 shares of Common Stock
on March 21, 2018 and 232,326 shares of Common Stock on March 22,
2018. A full-text copy of the Schedule 13D/A is available for free
at https://is.gd/gyVr6C
About Neonode
Headquartered in Stockholm, Sweden, Neonode Inc. (NASDAQ:NEON) --
http://www.neonode.com/-- develops and licenses optical
interactive sensing technologies. Neonode's patented optical
interactive sensing technology is developed for a wide range of
devices like automotive systems, printers, PC devices, monitors,
mobile phones, tablets and e-readers. NEONODE and the NEONODE Logo
are trademarks of Neonode Inc. registered in the United States and
other countries. AIRBAR is a trademark of Neonode Inc.
Neonode Inc. reporting a net loss attributable to the Company of
$4.70 million on $10.24 million of total revenues for the year
ended Dec. 31, 2017, compared to a net loss attributable to the
Company of $5.29 million on $10.21 million of total revenues for
the year ended Dec. 31, 2016. As of Dec. 31, 2017, Neonode had
$13.12 million in total assets, $5.26 million in total liabilities
and $7.86 million in total stockholders' equity.
NEOVASC INC: Fails to Comply with Nasdaq's Market Value Rule
------------------------------------------------------------
Neovasc Inc. has received written notification from The Nasdaq
Stock Market LLC notifying the Company that it is not in compliance
with the minimum market value requirement set forth in Nasdaq Rules
for continued listing on The Nasdaq Capital Market. Nasdaq Listing
Rule 5550(b)(2) requires companies to maintain a minimum market
value of US $35 million and Listing Rule 5810(c)(3)(C) provides
that a failure to meet the market value requirement exists if the
deficiency continues for a period of 30 consecutive business days.
Based on the market value of the Company for the 30 consecutive
business days from Feb. 6, 2018 to March 21, 2018, the Company no
longer meets the minimum market value requirement.
The Notification Letter does not impact the Company's listing on
The Nasdaq Capital Market at this time. In accordance with Nasdaq
Listing Rule 5810(c)(3)(C), the Company has been provided 180
calendar days, or until Sept. 18, 2018, to regain compliance with
Nasdaq Listing Rule 5550(b)(2). To regain compliance, the
Company's market value must exceed US$35 million for a minimum of
10 consecutive business days. In the event the Company does not
regain compliance by Sept. 18, 2018, the Company may be eligible
for additional time to regain compliance.
The Company intends to monitor the market value between now and
Sept. 18, 2018 and intends to cure the deficiency within the
prescribed grace period. During this time, we expect that the
Company's common shares will continue to be listed and trade on The
Nasdaq Capital Market.
The Company's business operations are not affected by the receipt
of the Notification Letter.
The Company is also listed on the Toronto Stock Exchange and the
Notification Letter does not affect the Company's compliance status
with such listing.
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Reducer, for the treatment of refractory angina, which is not
currently available in the United States and has been available in
Europe since 2015, and the Tiara, for the transcatheter treatment
of mitral valve disease, which is currently under clinical
investigation in the United States, Canada and Europe.
Neovasc reported a loss of US$86.49 million for the year ended Dec.
31, 2016, following a loss of US$26.73 million for the year ended
Dec. 31, 2015. As of Sept. 30, 2017, Neovasc had US$81.75 million
in total assets, US$114.73 million in total liabilities and a total
deficit of US$32.98 million.
Grant Thornton LLP, in Vancouver, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, emphasizing that the Company was named in a
litigation and that the court awarded $112 million in damages
against it. This condition, along with other matters, indicate the
existence of a material uncertainty that may cast significant doubt
about the Company's ability to continue as a going concern, the
auditors said.
NET ELEMENT: Appoints Fintech Executive to Board of Directors
-------------------------------------------------------------
Jonathan Fichman has joined Net Element's board of directors and
will serve as a member of the Company's Audit, Nominating and
Governance, and Compensation committees.
Mr. Fichman brings over 20 years of strategic domestic and
international finance expertise within Fortune 100 companies, is a
Bank of America Merrill Lynch veteran, and a former Wall Street
analyst. His experience includes FinTech, payments, blockchain,
wealth management and banking. Mr. Fichman holds a Six Sigma Black
Belt accreditation and serves on multiple for profit and nonprofit
boards.
Net Element CEO Oleg Firer commented, "We are pleased to have
Jonathan join our board. He brings extensive, payments, financial,
governance and technology experience complementary to our current
Board composition and I am confident that he will be a valuable
asset to our Company and its shareholders."
Fichman commented, "Net Element has a great ability to deliver
technology-enabled, software-driven solutions that create value
beyond just processing payments. The company's recently announced
plans to create a blockchain payments platform and its recently
released next generation cloud-based point of sale payments system
will both be impactful innovations for the industry. I look
forward to joining the board of directors and being a key
contributor towards the success of Net Element."
Since 2013, Fichman has served as a managing director of C-Anax
Ventures & Advisory, where he assists early-stage companies with
corporate strategy, streamlining operations, and financial
analysis. Fichman is also an adjunct professor at Florida
International University, where he teaches in the Business School
with a focus on international management and entrepreneurship.
From 2005 to 2015, Fichman served as a senior vice president of
International Business Strategy & Initiatives at Bank of America
Merrill Lynch. From 2003 to 2004, he served as a director of
Operations, Procurement and Insurance at the Township of Cherry
Hill, New Jersey. From 1999 to 2003, Fichman was a vice president
of Strategic Initiatives at Actrade Financial Technologies, where
he helped create B2B banking products that were at the forefront of
commercial payments. Finally, from 1997 to 1999 he was a Senior
Wall Street Analyst. Fichman received his MBA in Finance and
Management from the University of Miami School of Business and
Bachelor of Arts in Criminal Justice from the George Washington
University.
On March 23, 2018, the Board of Directors of Net Element increased
the number of directors on the Board of Directors from current 6
members to 7 members in order to create a new vacancy for a
qualified director candidate.
As a member of the Company's Audit Committee, Mr. Fichman will
receive an annual retainer of $5,000. As a member of the Company's
Nominating and Corporate Governance Committee, Mr. Fichman will
receive an annual retainer of $2,500. As a member of the Company's
Compensation Committee, Mr. Fichman will receive an annual retainer
of $2,500. Mr. Fichman will also receive a grant of shares of the
Company's common stock per year equal to such number of shares per
each such annual award that would equal $15,000 based on the
closing price of the Company's common stock on the date of each
such award, prorated for any partial calendar year for which a
director serves, which shares will be accrued for time served as
director of the Corporation and will vest on a quarterly basis.
The Company will also reimburse Mr. Fichman for all reasonable
out-of-pocket expenses incurred in connection with his attendance
at meetings of the Board of Directors and any committees thereof,
including, without limitation, travel, lodging and meal expenses.
About Net Element
North Miami, Florida-based Net Element, Inc. (NASDAQ: NETE) --
http://www.NetElement.com/-- operates a payments-as-a-service
transactional and value-added services platform for small to medium
enterprise ("SME") in the U.S. and selected emerging markets. In
the U.S. it aims to grow transactional revenue by innovating SME
productivity services using blockchain technology solutions and
Aptito, our cloud based, restaurant and retail point-of-sale
solution. Internationally, Net Element's strategy is to leverage
its omni-channel platform to deliver flexible offerings to emerging
markets with diverse banking, regulatory and demographic
conditions. Net Element was ranked as one of the fastest growing
companies in North America on Deloitte's 2017 Technology Fast 500.
Net Element reported a net loss of $13.61 million on $54.28 million
of total revenues for the 12 months ended Dec. 31, 2016, compared
to a net loss of $13.32 million on $40.23 million of total revenues
for the 12 months ended Dec. 31, 2015. As of Sept. 30, 2017, Net
Element had $20.43 million in total assets, $18.45 million in total
liabilities and $1.98 million in total stockholders' equity.
Daszkal Bolton LLP's report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, contains an
explanatory paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern. The independent
auditors stated that the Company's recurring losses from operations
and working capital and accumulated deficits raise substantial
doubt about its ability to continue as a going concern.
ON SEMICONDUCTOR: Moody's Hikes CFR to Ba1; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded ON Semiconductor Corporation's
("ON Semi") ratings: Corporate Family Rating ("CFR") to Ba1 from
Ba2, Probability of Default Rating ("PDR") to Ba1-PD from Ba2-PD,
and Senior Secured rating to Baa3 from Ba1, and affirmed the
Speculative Grade Liquidity ("SGL") rating of SGL-2. The upgrade to
the ratings follows ON Semi's successful integration of Fairchild
Semiconductor International, Inc. ("Fairchild") and commitment to
further debt reduction in 2018. The outlook is stable.
RATINGS RATIONALE
The Ba1 CFR reflects ON Semi's strong market position, with the
second largest market share in the Power Discrete semiconductor
segment behind industry leader Infineon following the acquisition
of Fairchild in September 2016. Moreover, Moody's expects that ON
Semi's increasing exposure to relatively high growth, high margin
analog end markets (automotive, industrial, mobility) and further
incremental synergies from the integration of Fairchild should
produce some modest further increases in the EBITDA margin over the
next few years.
Nevertheless, the rating also reflects ON Semi's exposure to the
cyclical semiconductor industry broadly, and the large and
increasing exposure to the automotive and industrial markets, both
of which are highly-cyclical, and significant exposure to the
mobile phone market, which is subject to very short product life
cycles, requiring ongoing research and development to obtain share
in new customer platforms.
The stable outlook reflects Moody's expectation that revenues will
grow at least in the low single digits percent over the next year.
Moody's expects that ON Semi will deleverage through a combination
of debt reduction and EBITDA growth such that the ratio of debt to
EBITDA (Moody's adjusted) will decline to about 2.5x by the end of
2018.
The rating could be upgraded if:
* the EBITDA margin (Moody's adjusted) is sustained at least in the
upper twenties percent
* debt to EBITDA (Moody's adjusted) is sustained below 2x and
* ON Semi maintains a very good liquidity profile
The rating could be downgraded if Moody's believe than ON Semi is
losing market share. The rating could also be downgraded if:
* EBITDA margin is less than 20% (Moody's adjusted) or
* ON Semi engages in debt funded share repurchases or
distributions, or highly-leveraging acquisitions, such that debt to
EBITDA (Moody's adjusted) is sustained above 3x
The Baa3 rating of the senior secured term loan reflects its
seniority in the capital structure, the collateral package, and the
large cushion of unsecured debt and other unsecured liabilities.
The SGL-2 liquidity rating reflects ON Semi's good liquidity
profile. Moody's expect ON Semi will keep at least $850 million of
cash and will generate free cash flow ("FCF") of at least $700
million over the next year. Alternative liquidity is provided by
the $1 billion senior secured revolver ($400 million outstanding at
December 31, 2017).
Upgrades:
Issuer: ON Semiconductor Corporation
-- Corporate Family Rating, upgraded to Ba1 from Ba2
-- Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD
-- Senior Secured Revolver, upgraded to Baa3 (LGD2) from Ba1
(LGD2)
-- Senior Secured Term Loan, upgraded to Baa3 (LGD2) from Ba1
(LGD2)
Affirmations:
Issuer: ON Semiconductor Corporation
-- Speculative Grade Liquidity Rating, affirmed at SGL-2
Outlook Actions:
Issuer: ON Semiconductor Corporation
-- Outlook, Remains Stable
ON Semiconductor Corp., based in Phoenix, Arizona, manufactures a
broad array of discrete and integrated circuit analog,
mixed-signal, and logic semiconductors, serving the automotive,
industrial, mobile telephony, and consumer electronics markets.
The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.
OREXIGEN THERAPEUTICS: U.S. Trustee Forms Three-Member Committee
----------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Orexigen
Therapeutics, Inc.
The committee members are:
(1) Wilmington Savings Fund Society, FSB
as Indenture Trustee
Attn: Geoffrey J. Lewis & Patrick Healy
500 Delaware Avenue
Wilmington, DE 19801
Tel: (302) 573-3218
(2) McKesson Specialty Health
Attn: Erin Beesley
5701 North Pima Road
Scottsdale, AZ 85250
Tel: (408) 663-4088
(3) Young & Rubicam, LLC
Attn: Deny Maric.
3 Columbus Circle
New York, NY 10019
Tel: (212) 210-3000
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About 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.
OSMOSE UTILITIES: Moody's Affirms B3 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Osmose Utilities Services,
Inc.'s B3 Corporate Family Rating (CFR), B3-PD Probability of
Default Rating, and the Caa2 rating for the company's amended and
upsized $201 million second lien senior secured term loan due 2023.
At the same time, Moody's upgraded the rating for the company's
amended first lien senior secured credit facilities (consisting of
an upsized $308 million first lien term loan due 2022 and a $50
million revolving credit facility expiring 2020) to B1 from B2. The
rating outlook is stable.
In a proposed transaction, Osmose is seeking to amend its first
lien and second lien credit agreements to upsize its first lien
term loan by $33 million and its second lien term loan by $96
million. The proceeds of this incremental debt along with nearly
$50 million of balance sheet cash will be used to fund a sizeable
distribution to the company's existing shareholders in the amount
of up to $172 million.
The transaction highlights the company's aggressive financial
policy, as it results in a significant increase in leverage, as
measured by Moody's-adjusted debt to EBITDA, towards 8.1x from 6.3x
at December 31, 2017, and EBITDA less capex to interest coverage
declining to 1.6x from 2.1x. However, the CFR was affirmed at B3
reflecting Moody's expectations that solid business trends will
sustain across the majority of Osmose's business segments, together
with recently enhanced operating margins through investment in
technology, successful implementation of price increases and an
ongoing shift to higher-margin services will lead to leverage
reduction over the next year. The rating affirmation also reflects
the company's free cash flow generation, which although somewhat
weakened by the additional interest expense associated with the
proposed transaction, remains positive and is projected to range
from $10 to $15 million over the next year. Osmose's history of
successfully deleveraging and Moody's expectations that the company
will grow revenues in the mid-single digits and de-lever towards
low 7.0x over the next 12 to 18 months also support the ratings.
The rating upgrade on first lien credit facilities to B1 from B2
reflects the addition of a material amount of second lien debt to
the company's capital structure. The second lien term loan holds a
subordinate claim on the collateral relative to first lien debt,
and therefore provides loss absorption that enhances first lien
recovery in a default scenario.
The following rating actions were taken:
Issuer: Osmose Utilities Services, Inc:
Corporate Family Rating, affirmed at B3;
Probability of Default Rating, affirmed at B3-PD;
Amended and upsized $201 million second lien term loan due 2023,
affirmed at Caa2 (LGD5);
Amended and upsized $308 million first lien term loan due 2022,
upgraded to B1 (LGD2) from B2 (LGD3);
$50 million first lien revolving credit facility expiring 2020,
upgraded to B1 (LGD2) from B2 (LGD3);
Stable rating outlook.
All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified.
RATINGS RATIONALE
Osmose's B3 CFR reflects: 1) the company's very high financial
leverage of 8.1x and funded debt to revenue in excess of 1.5x
following the shareholder distribution transaction; 2) small
revenue size relative to rated companies in the business services
industry; and 3) a history of aggressive financial policies that
over a multi-year horizon included dividends, acquisitions, and
divestitures, and the event risks associated with potential
shareholder-friendly actions given the private equity ownership. At
the same time, the credit profile is supported by: 1) the company's
good market positions and national footprint, long-term contracts
and customer relationships; 2) favorable industry fundamentals,
including increasing regulatory requirements, aging infrastructure,
and increasing customer outsourcing of utility pole maintenance and
repair services; 3) positive free cash flow generation and good
liquidity; and 4) a demonstrated ability to de-lever through growth
and modest margin improvement.
The stable rating outlook reflects Moody's expectations for organic
growth in revenues and earnings, which will contribute to
deleveraging to low 7.0x debt to EBITDA over the next 12 to 18
months.
Osmose's good liquidity is supported by its positive free cash flow
generation, sufficient availability under the $50 million revolving
credit facility expiring in 2020 to fund seasonal working capital
needs, and the flexibility under its springing first lien net
leverage covenant.
The ratings could be considered for an upgrade if revenue and
earnings are growing, adjusted debt to EBITDA is sustained below
6.0x, free cash flow to debt is maintained in at least a mid-single
digit percentage range, and there is a demonstrated commitment to
more conservative financial policies.
The ratings could be considered for a downgrade if leverage is
sustained above 7.5x, if the company generates weak or negative
free cash flow, or if liquidity deteriorates.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Osmose Utilities Services, Inc., headquartered in Peachtree City,
GA, provides utility pole and transmission tower inspection,
treatment, and restoration services to investor-owned utilities,
cooperatives, municipalities, and telecommunication utility
providers. The company also provides additional value-added
services, engineering services, underground vault inspection and
repair, product sales, and other ancillary services. Osmose has
been owned by Kohlberg & Company since 2015. In 2017, the company
generated over $300 million in revenues.
OSMOSE UTILITIES: S&P Alters Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Atlanta-based utility services provider Osmose Utilities Services
Inc. and revised the outlook to negative from stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's upsized first-lien term loan due in August 2022,
with $308 million outstanding upon transaction close. The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in the event of a payment
default.
"In addition, we affirmed our 'CCC+' issue-level rating on the
company's upsized second-lien term loan due in August 2023, with
$201 million outstanding upon transaction close. The '6' recovery
rating indicates our expectation for negligible recovery (0%-10%;
rounded estimate: 0%) in the event of a payment default.
"The negative outlook reflects our view that the incremental debt
tied to Osmose's proposed transaction will weaken the company's
credit measures over the next 12 months. Osmose plans to issue an
incremental $33 million first-lien term loan and $96 million
second-lien term loan, along with cash on its balance sheet to fund
up to a $174 million dividend to shareholders. Pro forma for this
transaction, we believe that adjusted leverage will increase above
7.5x. Although we expect Osmose to benefit from continued revenue
and EBITDA growth (driven by increased project volumes and
operational improvements from various cost-management initiatives),
we anticipate that the company's adjusted debt to EBITDA will
remain elevated over the forecast period.
"The negative outlook reflects the impact of incremental debt
pressuring credit measures over 2018. Although we expect the
company to benefit from continued revenue and EBITDA growth tied to
increased project volumes and operational improvements (based on
strategic investments made in 2017), we anticipate that debt to
EBITDA will remain elevated this year. Despite our expectation for
improving working capital management to bolster free cash flow
generation in 2018 from 2017, we expect pressure on the company's
FOCF-to-debt ratio given the material increase in debt.
"We could lower our ratings on Osmose over the next 12 months if we
believe that the company's FOCF generation will not meaningfully
improve from 2017, such that its FOCF-to-debt ratio falls below 3%.
This could occur if delays in billing contribute towards working
capital outflows through year-end. Alternatively, FOCF could also
decline due to an unexpected drop in the company's operating
performance tied to, for example, weather issues, prolonged project
delays, or unexpected material contract cancelations. In addition,
we could also lower the ratings if the company's leverage remains
above 7x on a sustained basis.
"We could revise our outlook on Osmose to stable over the next 12
months if the company meaningfully improves its FOCF generation
from 2017 and commits excess cash flow toward debt repayment such
that its FOCF-to-debt ratio improves to the mid-single-digit
percent area on a sustained basis. In addition, we would expect
leverage to improve from pro forma levels."
OTS CAPITAL: $1.8M Sale of McDonough Property to DiChario Approved
------------------------------------------------------------------
Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the
Central District of California authorized OTS Capital Partners,
LLC's sale of the real property located at 755 Highway 42 North,
McDonough, Georgia to Anthony G. DiChario for $1,775,000.
A hearing on the Motion was conducted on March 8, 2018.
Upon closing of the Sale, any liens on the Property will transfer
from the Property and attach to the proceeds of Sale in the same
order of priority as they attached to the Property.
The closing date will occur no later than 55 days following the
March 8 Sale hearing, i.e., May 12, 2018. Otherwise, any extension
must be agreed to by the Debtor and DiChario, or ordered by the
Court.
Notwithstanding the provisions of Fed.R.Bankr.P. Rules 6004 and
6006, the Order will be effective and enforceable immediately upon
its entry.
About OTS Capital Partners
OTS Capital Partners, LLC, based at 616 Elliott Rd., McDonough,
Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-70357) on Nov. 11, 2016. In the petition signed by Dan C. Fort,
authorized representative, the Debtor estimated $1 million to $10
million in both assets and liabilities. William A. Rountree, Esq.,
Macey, Wilensky & Hennings, LLC, is the Debtor's counsel.
OWENSBORO HEALTH: Fitch Assigns BB Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has assigned an Issuer Default Rating (IDR) of 'BB+'
to Owensboro Health, Inc. (OHI) and downgraded approximately $600
million of outstanding bonds issued by the Kentucky Economic
Development Finance Authority on behalf of OHI to 'BB+' from 'BBB'.
The downgrade is based on the application of Fitch's updated
"Rating Criteria for U.S. Not-For-Profit Hospitals and Health
Systems" dated Jan. 9, 2018.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a security interest in net revenues and
receivables of the obligated group, a first mortgage lien on
certain property and a debt service reserve fund.
ANALYTICAL CONCLUSION
The 'BB+' IDR and revenue bond rating reflect OHI's highly
leveraged financial profile under the application of Fitch's
revised not-for-profit healthcare criteria. Fitch expects that the
balance sheet will remain leveraged in the short term despite OHI's
strong and improving profitability and anticipated liquidity
growth. However, Fitch believes that given the strong assessment on
operating cost flexibility and because OHI is at the tail end of
its strategic investments, the system may reach investment grade
level thresholds for its financial profile within a couple of
years.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'; Commanding Market Position in
Challenging Market
OHI's revenue defensibility is well supported by its position as
the dominant regional provider with over 90% inpatient market share
in its primary service area and limited competition in its
secondary service area. Management expects to generate incremental
revenue from either increased volume in the modestly growing city
of Owensboro or from newly captured outpatient services near its
three new large ambulatory centers (healthplexes) in the more rural
secondary service area.
Operating Risk: 'a'; Strong Profitability
OHI generated solid cash flow in recent years primarily through
cost management. However, OHI's volumes have decreased over the
past year and ongoing physician recruitment efforts may temper
operating margins going forward. Despite these trends, management
expects to keep strong profitability in future periods by capturing
incremental outpatient volumes from the three healthplexes. A
favorable average age of plant of about nine years also supports
flexibility in terms of capital spending as the system has no
significant capital needs.
Financial Profile: 'bb'; High Debt Levels Limit Flexibility
OHI's liquidity and leverage profile substantially limit
flexibility with cash to adjusted debt at a low 34% and net
adjusted debt to adjusted EBITDA of 5.4x in 2017. An effort to
build cash since 2016 has been successful, yet is still not
meaningfully improved relative to the high debt, which supports the
'bb' assessment for financial profile.
Asymmetric Additional Risk Considerations
There are no asymmetric risk considerations affecting the IDR and
revenue bond rating determinations.
RATING SENSITIVITIES
Deleveraging Balance Sheet: An upgrade may be warranted if OHI
sustains strong cash flow margins while funding modest capital
needs, which would enable it to release excess cash to rebuild the
balance sheet. There needs to be overall enterprise growth in
liquidity and cash flow in order for these to compare favorably
against the system's high debt burden.
Unexpected Decrease in Profitability Margins: A notable decrease in
operating EBITDA, while not expected, would indicate a mid-range
operating risk assessment and would most likely result in a
downgrade.
CREDIT PROFILE
OHI consists of a 477 licensed bed hospital (including 30 skilled
nursing beds) and a network of employed physician groups with a
total of 117 physicians as of year-end fiscal 2017 (May 31). These
two entities make up the obligated group and substantially all of
the consolidated entities assets and operations. The consolidated
entity had total revenues of $609.7 million for fiscal year 2017.
OHI is the dominant market provider serving over 90% of its primary
service area of Daviess County in northwestern Kentucky,
approximately 39 miles from Evansville, IN and 110 miles from
Louisville, KY. OHI is designated as a rural referral center and
sole community provider.
Revenue Defensibility
Medicaid and self-pay account for 20% of OHI's gross revenues
supporting a mid-range assessment. The payor mix has been
relatively stable over recent years, but Fitch believes that
changes to Medicaid eligibility in the form of work requirements
may result in a decrease in Medicaid enrollees. OHI receives annual
disproportionate share provider payments (DSH), which management
projects will be $1.7 million for FY 2018, down from $2.1 million
in 2016. Management anticipates future payments to increase by
approximately $2.0 million annually with a proposal that is being
considered by the Kentucky legislature for a new formula that ties
DSH to the cost of uncompensated care.
OHI has no direct competition in the primary service area (PSA) of
Daviess County and limited competition within the secondary service
area (SSA), comprised of the surrounding 13 counties. PSA market
share is a dominant 91% and accounts for about 60% of hospital
admissions. Other than critical access hospitals, competition in
the SSA stems from St. Mary's Medical Center in Evansville, IN (35
miles, 405 beds), Deaconess Hospital in Evansville (48 miles and
468 beds) and Regional Medical Center in Madisonville, KY (49 miles
and 208 beds).
In response to shifting utilization patterns from inpatient to
outpatient care and in an effort to improve access to care in the
SSA, OHI opened three state of the art outpatient ambulatory care
centers in early January 2018. A broad array of services is offered
at each location as part of OHI's strategy to meet demand and
minimize outmigration. Fitch believes this strategy will be
integral to preserving OHI's market position as a regional referral
center over the longer term.
Similar to trends in other parts of the country, OHI is
experiencing declining inpatient utilization, with a very modest
shift to outpatient services. In addition to the strategically
placed healthplexes, OHI is planning to offset this trend by
expanding service lines including bariatric surgery, 3D mammography
and plastic and reconstructive surgery, and redesigning cardiology.
A recent affiliation with University of Kentucky Cancer Center will
also increase access to clinical trials and enhance OHI's cancer
care.
Although the service area is rural and economically challenged, the
City of Owensboro has seen recent redevelopment and investment
including a new convention center, riverfront revitalization and
the recently opened International Blue Grass Music Museum. Median
income levels in Daviess County fall below U.S. medians but
slightly above Kentucky medians, and population growth has been
flat. In its broad secondary service area, OHI also draws
significant volumes from Ohio, McLean and Muhlenberg counties.
Parts of the secondary service area are rural, more economically
challenged and lacking convenient access to healthcare. OHI is
aiming to reach these areas, in particular, with its regional
ambulatory growth strategy.
Operating Risk
OHI has maintained relatively consistent cash flow margins over the
past five years. (Fitch excludes the non-recurring loss on bond
defeasance of $83 million in fiscal 2017.) Operating EBITDA
averaged 11.2% during the five-year period, which included peak
profitability of 14.3% in fiscal year 2015 following Medicaid
expansion.
Due to a high depreciation expense, OHI has not broken even from
operations over the past five years. However, a focus on expense
control (purchasing costs, labor productivity and more recently
rationalizing physician contracts) in fiscal 2017 and a decreased
pace of physician acquisitions from the high levels in 2016
contributed to improved results in 2017. Through the six months of
fiscal 2018, OHI posted a 14% operating EBITDA margin. Fitch
anticipates that OHI will generate future cash flow margins in line
or exceeding the 11.2% historical average margin and return to
positive operating margins in the near term.
Fitch expects that OHI will continue to invest in physician
recruitment, albeit at more modest levels, which will keep expense
growth relatively on pace with expected revenue growth from
incremental outpatient volumes. OHI is planning to deploy employed
specialists to the healthplexes and thereby drive increased volume
to the hospital. Healthplex volumes, on an unaudited basis, have
exceeded management expectations in the first couple of months,
reportedly contributing nearly $5 million in gross revenues from
its opening in early January through the end of February.
OHI's capital budget is modest over the next five years as the
hospital benefits from a new state of the art facility completed in
2013 and the completed construction of the new healthplexes. The
healthplex projects came in approximately $7 million under budget.
These restricted bond funds will be used in 2018 to fund
renovations at the cancer center.
The average age of plant remains low at 9.1 years as of fiscal 2017
year end. Capital expenditures as a percent of depreciation has
been relatively low, ranging from about 60% through 88% over recent
years, which is partly due to a high depreciation expense following
construction of the replacement hospital. Ongoing capital
expenditures are anticipated to be approximately $20 million in
2018, increasing to $27.5 million in 2022 primarily for routine
capital improvements. Capital expenditures are expected to be
funded from cash flow and there is no additional debt anticipated
at this time.
After years of capital and strategic investments, OHI should be
positioned to rebuild its balance sheet with strong cash flow if it
keeps physician expenses and other operating costs in check.
Financial Profile
Past debt issuances related to the financing of a replacement
facility completed in 2013 and the construction of the healthplexes
continue to stress OHI's balance sheet. Cash to adjusted debt at
34% and net adjusted debt to adjusted EBITDA of 5.4 times in 2017
are both reflective of OHI's high leverage. Liquidity levels began
to rebound in 2017 due to investment returns, debt-funded large
capital projects and improvement in revenue cycle collections.
Fitch expects this cash improvement to continue absent any
significant economic disruption. However, the high levels of debt
that compare unfavorably to cash and adjusted EBITDA are still
expected to limit OHI's flexibility for a period of time.
Fitch's base case assumes 2% for fiscal 2018 based on actual
revenue growth of 1.5% in the first six months of the year and the
expectation for higher revenue in the second half of the year with
the opening of the healthplexes. Fitch also assumes 3.1% growth
expectation in the outer years, reflecting Fitch's expectation that
revenue potential is somewhat limited by the absence of organic
growth in the service area, lower than the national health
expenditure average of 3.5%. The expense growth assumptions in the
base case are primarily informed by management's expectations for
the five-year period. The base case utilizes management's projected
capital expenditures for the five year horizon and no additional
debt is anticipated. Through the base case, operating performance
modestly improves with the operating EBITDA margin strengthening
from just over 11.3% in 2018 to 11.8% in 2022.
The rating case applies Fitch's standard stress to OHI's financial
portfolio and operating revenues, reflecting a market downturn.
Management has flexibility in its operating expenses to adjust
non-essential contracts and labor costs therefore expense growth
was adjusted to a 2% growth rate in years two and three of the
rating case. The scenario also assumes capital expenditures in
years 2020, 2021 and 2022 are reduced reflecting management's
flexibility to postpone certain routine and strategic investments
during years of stress. Performance through the cycle remains in
line with a below investment grade rating but begins to align with
a 'bbb' assessment in the fifth year of the rating case, which
reflects Fitch's expectation that the credit has potential to
improve its metrics and land at a 'bbb' financial profile within a
couple of years if management hits their projected targets.
Asymmetric Additional Risk Considerations
There are no asymmetric risk considerations affecting the rating.
OHI has $607.2 million in total long term debt as of fiscal 2017,
all of which is fixed rate with no swap agreements. Fitch
calculates operating leases at a 5x multiple, and pension
liabilities have increased adjusted debt to $653.5 million.
P.D.L. INC: Disallowed Claim of Knight Capital Added in Latest Plan
-------------------------------------------------------------------
P.D.L., Inc., filed with the U.S. Bankruptcy Court for the Southern
District of Florida a second amended disclosure statement in
support of its plan of reorganization dated March 16, 2018.
The hearing at which the Court will determine whether to finally
approve the disclosure statement and confirm the plan will take
place on April 16, 2018 at 9:30 AM, at the United States Bankruptcy
Court for the Southern District of Florida, C. Clyde Atkins United
States Courthouse, 301 N. Miami Avenue, Courtroom 8, Miami, FL
33130.
The disallowed claim of Knight Capital Funding II, LLC has been
added to this plan and classified under Class 16. Knight Capital
Funding II, LLC did not file any proof of claim. Because of the
first priority lien to RTS Financial Service, Inc., this claim (if
filed) would otherwise have been an entirely unsecured with no
secured value. This claim has no unsecured portion. All UCC-1s are
to be released upon discharge.
Allowed general unsecured claims are now classified in Class 17.
The Debtor will, and believes he can generate and receive
sufficient income to the amount necessary to enable him to make all
payments due under the Plan.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb17-20457-257.pdf
A full-text copy of the Plan of Reorganization is available at:
http://bankrupt.com/misc/flsb17-20457-256.pdf
About P.D.L. Inc.
P.D.L., Inc., is a Florida Profit Corporation formed on Oct. 31,
2003, operating as a trucking distributor. It is insured and
provides employment for 7 full-time employees and over 30
independent contractors.
P.D.L. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-20457) on Aug. 17, 2017. The Debtor is represented by Ariel
Sagre, Esq., at Sagre Law Firm, P.A.
PHI INC: Moody's Lowers Corp. Family Rating to B3; Outlook Negative
-------------------------------------------------------------------
Moody's Investors Service downgraded PHI, Inc.'s Corporate Family
Rating (CFR) to B3 from B2, its Probability of Default Rating (PDR)
to B3-PD from B2-PD and the rating on its senior notes to Caa1 from
B3. The Speculative Grade Liquidity Rating was downgraded to SGL-4
from SGL-2. The outlook is negative.
"These rating actions reflect PHI's high debt levels relative to
cash flow and weak liquidity with upcoming debt maturities,"
commented Amol Joshi, Moody's Vice President. "While the company's
cash flow sources are diversified through exposure to air medical
in addition to oil and gas, and cash flows are expected to
gradually improve, PHI's liquidity is weak, and reduced demand from
its oil and gas industry customers will keep leverage high until
significant EBITDA growth materializes."
Issuer: PHI, Inc.
Downgrades:
-- Corporate Family Rating, downgraded to B3 from B2
-- Probability of Default Rating, downgraded to B3-PD from B2-PD
-- Senior Unsecured Notes, Downgraded to Caa1 (LGD4) from B3
(LGD4)
-- Speculative Grade Liquidity Rating, downgraded to SGL-4 from
SGL-2
Outlook Actions:
-- Outlook, Changed to Negative from Stable
RATINGS RATIONALE
PHI's B3 CFR reflects its limited scale within the broader oilfield
services industry, concentration in the Gulf of Mexico (GoM), and
its exposure to the volatile offshore oil and gas industry. PHI has
limited financial flexibility due to high leverage and weak
liquidity. While PHI's cash flows are expected to recover from a
low base, they will likely continue to be weak through 2018. The
rating also reflects PHI's business diversification providing oil
and gas transportation and air medical transportation services, its
long-standing customer relationships with large credit-worthy
customers, leading market share in the GoM, durable contracts and
its focus on oil and gas production operations which typically
provide more stable revenues than exploration and development type
activities. On December 29, 2017, PHI acquired HNZ Group's offshore
helicopter services business in New Zealand, Australia, the
Philippines and Papua New Guinea for $131.6 million. PHI owned 218
helicopters out of its fleet of 245 helicopters at December 31,
2017, providing good asset coverage for its debt.
The 5.25% Senior Notes due March 2019 are rated Caa1, one notch
below PHI's B3 CFR under Moody's Loss Given Default Methodology.
The lower notes rating reflects the priority claim of the $130
million secured revolving credit facility that matures on March 7,
2019 and has a first-lien claim on PHI's accounts receivable and
inventory.
PHI's SGL-4 Speculative Grade Liquidity Rating reflects the
company's weak liquidity through mid-2019. At December 31, 2017,
PHI had $8.8 million in cash and $64.2 million of short term
investments. PHI had $117.5 million in borrowings and $7.6 million
in letters of credit outstanding under its $130 million secured
revolving credit facility. The company also maintained a separate
letter of credit facility that had $12.4 million of letters of
credit outstanding at December 31, 2017. The revolving credit
facility matures on March 7, 2019 and contains several financial
covenants: a minimum consolidated working capital ratio of 2x; a
maximum net funded debt to consolidated net worth of 1.5x; a fixed
charge coverage ratio of at least 1x if short-term investments fall
below $150 million; and a consolidated net worth requirement of at
least $500 million. The company obtained waivers to waive the fixed
charge coverage ratio for the fourth quarter of 2017 and the first
quarter of 2018. The revolving credit facility is secured by a
first lien on PHI's accounts receivable and inventory. PHI also has
an upcoming maturity of its senior notes on March 15, 2019.
While PHI's operating cash flow continues to remain under pressure,
its 2018 capital expenditures should be significantly scaled back
due to continued challenging market conditions. The company also
has the ability to fund new aircraft through operating leases. As
of December 31, 2017, PHI had purchase options but did not have
material aircraft purchase commitments. The company leased 20
aircraft as of December 31, 2017, and had aggregate lease
obligations of $203.1 million with 2018 lease obligations of $40.9
million. As PHI is obligated to fulfil such lease obligations, it
impacts PHI's profitability as well as liquidity during weak
business conditions.
The negative outlook reflects PHI's deteriorating liquidity and
upcoming debt maturities, with the potential for credit metrics to
remain weak due to the challenging operating environment. The
outlook could be changed to stable if liquidity improves in a
recovering industry environment. The ratings could be downgraded if
liquidity remains significantly constrained or if PHI's cash flow
deteriorates further. An upgrade could be considered if debt to
EBITDA approaches 5x while the company's revenues and EBITDA grow
along with improving industry conditions.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
PHI, Inc. is a Louisiana based provider of helicopter
transportation services primarily to the offshore oil and gas
industry in the Gulf of Mexico. The company also provides air
medical transportation services.
PHILADELPHIA SD: Fitch Corrects March 15 Rating Release
-------------------------------------------------------
Fitch Ratings has issued a correction to the ratings release on
Philadelphia School District published on March 15, 2018, which
lists a second series of bonds added during pricing.
The revised release is as follows:
Fitch Ratings has assigned an 'A+' rating to the following school
district of Philadelphia's (the district or SDP) general obligation
(GO) bonds, based on the Pennsylvania School Credit Enhancement
Intercept Program:
-- $176.82 series A of 2018;
-- $78.13 series B of 2018.
The bonds are scheduled to be sold via negotiated sale on or about
March 21. Proceeds will be used to fund various capital projects.
Concurrently, Fitch has assigned an underlying rating of 'BB-' to
the series 2018 bonds and has affirmed this rating on approximately
$3 billion of the district and Pennsylvania state public school
building authority's (the authority) outstanding bonds issued on
behalf of the district, and has affirmed the district's 'BB-'
Issuer Default Rating (IDR).
The Rating Outlooks for the commonwealth's (IDR AA-) programs are
Negative, reflecting the Negative Outlook on the commonwealth's
IDR. The Rating Outlooks for the district's IDR and underlying
ratings are Stable.
SECURITY
All of the authority and GO bonds are enhanced by protections under
Pennsylvania statutes outlining intercept of commonwealth aid for
school districts (Pennsylvania School Credit Intercept Provision)
as well as the district's full faith and credit and taxing power.
For direct pay bonds issued by the authority, payments from the
State Treasurer are made directly to the trustee on the last
Thursday of April and October of each year, in advance of lease
rental payments due on May 15 and Nov. 15, and debt service
payments on June 1 and Dec. 1. The district has covenanted that it
will include payments to the authority in its budget
appropriations. For these payments, the district irrevocably has
pledged its full faith, credit and taxing power.
ANALYTICAL CONCLUSION
Fitch's 'BB-' IDR reflects SDP's constrained budgetary environment
with limited independent ability to materially alter its fiscal
profile. Over the past several years, the district has taken
multiple steps to reduce recurring spending and worked with
external stakeholders to boost revenues. Fitch believes further
expense reductions could materially affect core service delivery;
in fact, the district has taken steps to use new revenues to
restore certain prior year cuts to address such concerns.
Additional expenditure constraints include pressures from charter
school enrollment and pension demands, and a relatively inflexible
labor framework. The district's options to achieve ongoing fiscal
balance are limited absent external assistance, but a consistent
history of support from other levels of government implies the
district will continue to meet its financial obligations with
external assistance as necessary. In his recently released fiscal
2019 executive budget, Philadelphia's (IDR A-/Stable) mayor
proposed a series of new and ongoing revenue measures that would
bolster support for the school district. Meaningful, recurring
revenue provided to the district would add to recent enhancements
in commonwealth aid and materially improve the trajectory of the
district's operating performance and support rapid progress toward
structural balance. Fitch will evaluate the scope and
sustainability of any enacted measures and determine if they
warrant positive rating action on the district's IDR.
Economic Resource Base
Philadelphia serves as a regional economic center in the northeast,
with a stable employment base weighted toward the higher education
and healthcare sectors. Job expansion since the recession has been
steady and in line with the national trend. Comparatively low
wealth levels and weak population increases limit growth prospects.
The population is estimated at 1.6 million.
KEY RATING DRIVERS
Revenue Framework: 'bbb'
Fitch expects SDP's revenues will grow near the rate of inflation
with key components remaining property taxes and commonwealth
appropriations. SDP's lack of any material independent legal
revenue-raising capability limits the revenue framework
assessment.
Expenditure Framework: 'bbb'
Expenditure pressures are significant with debt service and charter
school payments in particular driving Fitch's expectations. Fitch
views charter school spending as SDP's most critical expenditure
challenge, and will closely monitor progress in moderating the
growth trajectory. The labor environment also poses limitations on
expenditure flexibility. Commonwealth reimbursements, which Fitch
anticipates will continue, offset a significant share of pension
spending.
Long-Term Liability Burden: 'aa'
Debt and unfunded pension liabilities present only a moderate
burden on the district's economic resource base. Other
post-employment benefit (OPEB) liabilities are minimal, with the
district providing no healthcare benefits for retirees or
dependents.
Operating Performance: 'bb'
The district has built up modest budgetary, cash-basis reserves in
recent years. But those reserves will likely be drawn down within
several years absent structural changes in the level of support
from the city and commonwealth. SDP retains very limited financial
flexibility with little room for additional expenditure cuts, and
would be stressed in the event of an economic downturn, absent
external assistance. Both Philadelphia and Pennsylvania have
previously stepped in to support the district and the city's mayor
has included substantial new and ongoing revenues for the school
district as part of his fiscal 2019 executive budget.
RATING SENSITIVITIES
Sustainable Revenue Improvement: Establishment of a long-term
revenue solution that more fully addresses the district's
expenditure demands could improve Fitch's assessment of the
district's operating performance and its ability to match recurring
revenues with recurring expenses.
Shift in Charter School Expenditures: Payments to charter schools
have been, and will likely continue to be, the most significant
driver of the district's expenditures. A material change in the
mandatory per pupil payments SDP makes to charter schools, either
through changes in enrollment patterns or in the structure of the
payments themselves, could alter Fitch's view of the district's
expenditure growth and financial resilience.
QUADRANT 4: $1M Private Sale of Residual Assets Approved
--------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized the Settlement and Asset
Purchase Agreement of Quadrant 4 System Corp. and its affiliates
with BIP Lender, LLC, in connection with Quadrant 4's private sale
of residual software platforms for $1 million credit bid.
The Sale Hearing was held on March 20, 2018 at 11:00 a.m.
The sale is free and clear of any and all other Interests against
such assets.
At the Closing, the Purchaser Allowed Claim will be deemed
partially satisfied by the amount of $1 million, and is reduced in
the amount of $1 million, without further act, notice, deed or
Court order.
As provided by the terms of the APA, the Purchaser will be
responsible for paying all allowed prepetition monetary defaults
relating to the Assumed Contracts, and for assumption of the
Assumed Liabilities of the Chapter 1 1 Case. Pursuant to section
365 of the Bankruptcy Code, the Debtor is authorized to assume the
Assumed Contracts, and to assign the Assumed Contracts to the
Purchaser.
The Order will be effective as a determination that, on the date of
the Closing, all Interests of any kind or nature whatsoever
existing as to the Acquired Assets prior to the Closing, excluding
only Interests in favor of BMO as set forth in the Order, have been
unconditionally released, discharged, and terminated as to the
Acquired Assets, with such Interests to attach to the proceeds of
the sale, if any, and that the conveyances described have been
effected.
The Order will be effective and enforceable immediately upon entry
and the 14-day stay period provided by Bankruptcy Rule 6004(h) will
not apply so that the Transaction may close immediately. In the
absence of any person or entity obtaining a stay pending appeal,
the Debtor and the Purchaser are free to close under the APA at any
time.
A copy of the Settlement Agreement attached to the Order is
available for free at:
http://bankrupt.com/misc/Quadrant_4_380_Order.pdf
About Quadrant 4 System
Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services. Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions. The company's principal executive
offices are located in Schaumburg Illinois. It also operates its
business from various offices located in Naples, Florida;
Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey;
Pleasanton, California; and Ann Arbor, Michigan.
Quadrant 4 is the 100% owner of the issued and outstanding common
stock of Stratitude, Inc., a California corporation, which it
acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation. Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are engaged in the IT business.
Quadrant 4 disclosed total assets of $47.05 million and total
liabilities of $31.39 million as of Sept. 30, 2016.
Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-19689) on June 29, 2017. Stratitude, Inc., filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 17-30724) on Oct. 13, 2017.
The case is jointly administered with that of Quadrant 4.
Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.
The Debtors' cases are assigned to Judge Jack B. Schmetterer.
The Debtors' bankruptcy counsel is Adelman & Gettleman Ltd. Nixon
Peabody LLP acts as special counsel to the Debtors for matters
concerning taxes, labor, ERISA, securities compliance,
international law, and related matters while Faegre Baker Daniels
LLP acts as special counsel for securities litigation. The Debtors
hired Silverman Consulting Inc. as financial consultant, and
Livingstone Partners, LLC, as investment banker.
On July 10, 2017, an official committee of unsecured creditors was
appointed in the Debtor's case. The Committee retained Sugar
Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst
Partners, LLC, as its financial advisor.
QUALITY SLEEP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Quality Sleep Solutions, Inc.
a New Mexico Profit corporation
dba Gerald Champion Sleep Center at Ruidoso
dba The Rio Rancho Sleep Center
dba The Hobbs Sleep Center
dba The Santa fe Sleep Center
dba The Los Alamos Sleep Center
dba The Los Lunas Sleep Center
dba New Mexico Center for Clinic & Behavioral Sleep
Medicine
dba The Carlsbad Sleep Center
dba The Las Cruces Sleep Center
1009 Golf Course Rd. SE #109
Rio Rancho, NM 87124
Business Description: Headquartered in Rio Rancho, New Mexico,
Quality Sleep Solutions --
http://www.qualitysleepsolutions.com--
is an independent sleep center network for
the treatment of sleep disorders. Its sleep
clinics specialize in the treatment of sleep
apnea and insomnia. The Company's sleep
centers are located in Alamogordo, Hobbs,
Las Cruces, Los Alamos, Los Lunas, Rio
Rancho, Carlsbad, Ruidoso and Santa Fe.
Chapter 11 Petition Date: March 29, 2018
Case No.: 18-10785
Court: United States Bankruptcy Court
District of New Mexico (Albuquerque)
Judge: Hon. Robert H. Jacobvitz
Debtor's Counsel: William F. Davis, Esq.
WILLIAM F. DAVIS & ASSOC., P.C.
6709 Academy NE, Suite A
Albuquerq ue, NM 87109
Tel: 505-243-6129
Fax: 505-247-3185
E-mail: daviswf@nmbankruptcy.com
Total Assets: $1.03 million
Total Liabilities: $1.08 million
The petition was signed by Andrew Melendrez, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nmb18-10785_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nmb18-10785.pdf
QUOTIENT LIMITED: Chairman and CEO Cowan Retires
------------------------------------------------
Paul Cowan, chairman and chief executive officer of Quotient
Limited, has retired a decade after founding Quotient through the
acquisition of Alba Bioscience in 2007.
Franz Walt, who recently retired as the president of Siemens
Healthineers, Laboratory Diagnostics, and is a member of Quotient's
Board of Directors, has been appointed as interim chief executive
officer; Heino von Prondzynski, former chief executive officer of
Roche Diagnostics, Quotient's lead independent director, has been
appointed as chairman of the Board of Directors.
Paul Cowan commented, "I am very proud of what has been achieved
since founding Quotient ten years ago. We have seen tremendous
success with the original reagent business, culminating this year
with its move to a new state of the art facility near Edinburgh.
With the successful development of our MosaiQ platform we have also
been able to take a concept that existed only on paper and
simultaneously fund and develop three novel technologies: the
MosaiQ microarray itself, an industrial scale microarray
manufacturing capability and an instrument platform that I believe
will transform and disrupt the field of transfusion diagnostics.
Publication today of the head-to-head data from the Verification
and Validation study demonstrates the success of the MosaiQ's
development. There is never a perfect time to make a transition,
but I am confident the senior management team at Quotient under the
leadership of Franz Walt will successfully lead Quotient into the
next critical phase of commercialization for MosaiQ. Franz will
receive my full support through this transition. My sincere thanks
go out to the many dedicated and incredibly creative and
hard-working people that it has been my privilege to work with
since beginning this journey."
Heino von Prondzynski added, "Paul has guided Quotient through the
most critical part of its evolution, identifying and then pursuing
the value embedded in our MosaiQ technology, overseeing the
development and initial commercialization of that technology, and
taking Quotient public. We all owe him a debt of gratitude.
Recognizing that a different skills set is now required of the
Chairman and Chief Executive Officer, Paul recently told the Board
he wanted to retire as Chairman and Chief Executive Officer. The
Board respects Paul's decision. We have asked Paul to continue
being involved with the company following his retirement, through a
transition and if possible beyond, and Paul has agreed. Paul and
the Board wish especially to emphasize to Quotient's dedicated and
talented employees that we fully support them. We intend this
change to be evolutionary, not disruptive. We are fortunate to
have a world-class manager on our board, Franz Walt, who will
immediately take over as interim Chief Executive Officer while we
seek a long term replacement. I have known Franz for almost twenty
years and we were extremely successful as a team while at Roche."
Franz Walt has over 29 years experience in leadership roles at two
of the largest and most influential global healthcare companies,
Siemens Healthineers and Roche. As president of Siemens
Healthineers, Franz was responsible for the recent global launch of
Siemens' next generation laboratory diagnostics platform, the
Atellica Solution. "I am very excited for the prospects of MosaiQ
and look forward to playing a role in securing its European launch
later this year," said Franz Walt. "Paul has built a high quality
team to deliver MosaiQ to market and I am looking forward to
contributing by providing support and direction as MosaiQ advances
over the coming months."
Heino von Prondzynski has over 35 years of experience in global
Healthcare companies. He is a renowned molecular diagnostic
expert. Under his leadership Roche Diagnostics has developed into
the leading global diagnostic company. He also serves on the Board
of Royal Philips.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016. As of
Dec. 31, 2017, Quotient Limited had US$137.78 million in total
assets, US$133.96 million in total liabilities and US$3.82 million
in total shareholders' equity.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
QUOTIENT LIMITED: Sells Biocampus Facility in Scotland
------------------------------------------------------
As previously disclosed, on Feb. 20, 2018, Quotient Limited,
through its subsidiary, Quotient Biocampus Limited, entered into a
binding principal offer with Roslin Assets Limited, pursuant to
which the Company agreed to sell its recently completed Biocampus
facility located near Edinburgh, Scotland to Roslin in a sale and
leaseback transaction.
On March 23, 2018, the Company closed the Sale and Leaseback and
sold Biocampus to Roslin pursuant to a Disposition Agreement, dated
March 23, 2018, by Quotient Biocampus in favor of Roslin. Pursuant
to the Disposition Agreement, Quotient Biocampus also transferred
to Roslin its rights as landlord under the Lease Agreement, dated
July 14, 2017, by and between Quotient Biocampus and Alba
Bioscience Limited, a subsidiary of Quotient, as amended by a
Minute of Variation, dated March 23, 2018, by and between Quotient
Biocampus and Alba of the Lease Agreement. In connection with the
Sale and Leaseback, the parties simultaneously entered into (i) a
Rent Deposit Agreement, dated March 23, 2018, by and between Alba
and Roslin and (ii) a Guarantee Agreement, dated March 23, 2018, by
Quotient and Quotient Suisse SA, a subsidiary of Quotient, in favor
of Roslin.
Lease Agreement, as Amended
Pursuant to the Lease Agreement, Alba will lease Biocampus from
Roslin. The Lease Agreement has an initial term of 35 years and
provides for an initial annual rent of GBP 1.2 million, which is
subject to annual 3.0% increases from September 2018 through
September 2027. There will then be a fixed annual rent of GBP 1.6
million from October 2027 through September 2032. Each fifth year
thereafter, the annual rent will be reviewed and will be subject to
adjustment based on the consumer price index and other factors.
Rent Deposit Agreement
Pursuant to the terms of the Rent Deposit Agreement, Alba made an
initial deposit of its rent in the amount of GBP 3.6 million, GBP
2.4 million of which will be released on the date on which the
Company's audited financial statements present annual EBITDA from
product sales of $25 million for two consecutive years.
Disposition Agreement
Under the terms of the Disposition Agreement, the Company received
approximately GBP 14.95 million, or $20.9 million, of gross
proceeds from the sale of Biocampus. After deducting the GBP 3.6
million, or $5.0 million, rental deposit required under the Rent
Deposit Agreement and other transaction costs, the Company received
approximately GBP 10.9 million, or $15.3 million, in net proceeds,
which the Company intends to use for working capital purposes.
Guarantee Agreement
Pursuant to the Guarantee Agreement, Quotient and Quotient Suisse
will guarantee the obligations of Alba as tenant under the Lease
Agreement.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016. As of
Dec. 31, 2017, Quotient Limited had US$137.78 million in total
assets, US$133.96 million in total liabilities and US$3.82 million
in total shareholders' equity.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
REDEEMED CHR. CHURCH: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Redeemed Chr. Church of God Rvr. Of Life as
of March 27, according to a court docket.
About Redeemed Chr. Church
Headquartered in Riverdale, Maryland, Redeemed Chr. Church of God
Rvr. Of Life dba The Redeemed Christian Church of God is a
tax-exempt religious entity (as described in 26 U.S.C. Section
501).
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 18-12290) on Feb. 22, 2018, estimating its assets at
up to $50,000 and its liabilities at between $1 million and $10
million. The petition was signed by Pastor Oluwagbemiga Adekunle,
director.
Judge Wendelin I. Lipp presides over the case.
Steven H. Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC,
serves as the Debtor's bankruptcy counsel.
REMINGTON OUTDOOR: Moody's Lowers CFR to Ca Amid Bankr. Filing
--------------------------------------------------------------
Moody's Investors Service downgraded Remington Outdoor Company, Inc
.'s Probability of Default Rating to D-PD from Caa3-PD following
the company's Chapter 11 filing on March 25, 2018. Remington's
Corporate Family Rating was downgraded to Ca from Caa3. The rating
outlook remains negative.
Shortly following this rating action, Moody's will withdraw all
ratings and the rating outlook of Remington consistent with Moody's
practice for companies operating under the purview of the
bankruptcy courts wherein information flow typically becomes much
more limited.
Ratings downgraded:
Corporate Family Rating to Ca from Caa3;
Probability of Default Rating to D-PD from Caa3-PD;
Senior secured term loan due 2019 to Ca (LGD 3) from Caa3 (LGD
3);
Rating unchanged:
Secured third lien notes due 2020 at C (LGD 5).
RATINGS RATIONALE
Remington Outdoors is a supplier of firearms, ammunition and
related products with leading market positions across its major
product categories. Recognized brands include Remington, Marlin,
Bushmaster, and DPMS/Panther Arms, among others. Revenues are
approximately $690 million.
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
RICEBRAN TECHNOLOGIES: Continental Grain Hikes Stake to 18.9%
-------------------------------------------------------------
Continental Grain Company reported to the Securities and Exchange
Commission that as of March 21, 2018, it beneficially owns
3,754,732 shares of common stock of RiceBran Technologies,
constituting 18.9 percent of the shares outstanding. CGC has the
sole power to vote or direct the vote, and the sole power to
dispose or direct the disposition of, all those 3,754,732 shares of
Common Stock.
Ari D. Gendason directly owns 27,972 shares of Common Stock, less
than 1.0% of the total number of shares of Common Stock
outstanding. An additional 49,315 shares of Common Stock are
directly owned by Mr. Gendason subject to vesting on the earlier of
June 21, 2018, or the day prior to the next annual meeting of the
shareholders of the Issuer.
On March 21, 2018, CGC purchased 750,000 shares of Common Stock for
an aggregate purchase price of $1,125,000. The purchase of those
shares was funded with CGC's available cash on hand.
On March 22, 2018, CGC purchased 350,000 shares of Common Stock for
an aggregate purchase price of $524,930. The purchase of those
shares was funded with CGC's available cash on hand.
A full-text copy of the regulatory filing is available at:
https://is.gd/IDSaQz
About RiceBran Technologies
Headquartered in Scottsdale, Arizona, RiceBran Technologies --
http://www.ricebrantech.com/-- is a food, animal nutrition, and
specialty ingredient company focused on the procurement,
bio-refining and marketing of numerous products derived from rice
bran. RiceBran has proprietary and patented intellectual property
that allows the Company to convert rice bran into a number of
highly nutritious food, animal nutrition and specialty ingredient
products.
RiceBran reported a net loss of $6.20 million on $13.35 million of
revenues for the year ended Dec. 31, 2017, compared to a net loss
of $11.25 million on $12.98 million of revenues for the year ended
Dec. 31, 2016. As of Dec. 31, 2017, RiceBrand had $17.36 million
in total assets, $2.62 million in total liabilities and $14.73
million in total equity attributable to the Company's
shareholders.
The Company had reported previously there was substantial doubt
about its ability to continue as a going concern. During the
fourth quarter of 2017 the Company substantially completed
operational and financial actions, which the Company believes
provides it with sufficient liquidity for the twelve months
following the March 15, 2018 filing date. The factors that
alleviated the doubt are:
* Cash and cash equivalents and restricted cash increased $6.3
million, from $0.3 million as of Dec. 31, 2016, to $7.0
million as of Dec. 31, 2017.
* Operating loss decreased $3.2 million, from $9.3 million in
2016, to $6.1 million in 2017. The Company can make
additional discretionary reductions in operating expenses if
necessary.
* The Company's $7.0 million cash position at Dec. 31, 2017
exceeds its $5.0 million negative cash flow from operating
activities of continuing operations. The Company believes
its cash flows from operating activities will improve in 2018
because:
-- It enters 2018 with less than $0.1 million in debt
outstanding. Its interest payments are significantly
reduced to near zero compared to $0.8 million in 2017
and $1.8 million in 2016.
-- The Company enters 2018 having divested of its Healthy
Natural (HN) and Nutra SA, LLC (Nutra SA) subsidiaries
and refocused on its continuing operations. Nutra SA
had been a significant drain on resources.
-- In 2017, the Company completed certain operating cost
reduction initiatives. In the fourth quarter of 2017
the operating expenses were $2.4 million versus $3.0
million in the 2016 period. The Company benefited from
those cost reduction initiatives for only a portion of
2017 but expect to fully realize the benefit of these
reductions beginning in 2018.
-- The Company has plans in place to reduce its cost of
goods sold and provide additional rice bran supply
security.
* During 2017, the Company demonstrated an ability to obtain
funds through debt and equity financings at reasonable rates.
The Company continues to believe that it will be able to
obtain additional funds to operate its business, should it be
necessary; however, there can be no assurances that its
efforts will prove successful.
* * *
This concludes the Troubled Company Reporter's coverage of RiceBran
Technologies until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
RIES PRODUCTIONS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Ries Productions LLC as of March 27,
according to a court docket.
About Ries Productions
Headquartered in Bremerton, Washington, Ries Productions LLC filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No.
18-10636) on Feb. 16, 2018, estimating its assets and liabilities
at between $100,001 and $500,000 each. Larry B. Feinstein, Esq.,
serves as the Debtor's bankruptcy counsel.
RU CAB: Case Summary & Unsecured Creditor
-----------------------------------------
Debtor: RU Cab Corp.
2743 East 66th Street
Brooklyn, NY 11234
Business Description: RU Cab Corp. is a privately held
company located in Brooklyn, New York in the
taxi and limousine service industry.
The Company owns two taxi medallions valued
at $850,000. RU Cab is a small business
Debtor as defined in 11 U.S.C. Section
101(51D).
Chapter 11 Petition Date: March 28, 2018
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 18-41706
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
E-mail: alla@kachanlaw.com
Total Assets: $850,000
Total Liabilities: $1.35 million
The petition was signed by Leonid Umansky, president.
The Company lists Progressive Credit Union as its sole unsecured
creditor holding a claim of $500,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb18-41706.pdf
SALSGIVER INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on March 28 disclosed in court
filings that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Salsgiver, Inc. and its
affiliates.
About Salsgiver Inc.
Based in Freeport, Pennsylvania, Salsgiver Inc. --
http://gotlit.com/http://www.salsgiver.com/-- is a wired
telecommunications carrier offering internet, phone and video
services to residential and business clients. The company also
provides telecom services.
Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver
Communications, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and
18-20806) on March 2, 2018.
In their petitions signed by Loren M. Salsgiver, president, the
Debtors estimated assets of less than $50,000. Salsgiver disclosed
$1 million to $10 million in liabilities. Salsgiver Telecom
estimated less than $500,000 in liabilities while Salsgiver
Communications estimated less than $50,000 in liabilities.
Judge Jeffery A. Deller presides over the bankruptcy case of
Salsgiver Telecom. The two other cases have been assigned to Judge
Thomas P. Agresti.
SHIRAZ HOLDINGS: $3M Sale of Lawrenceville Property Approved
------------------------------------------------------------
Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Shiraz Holdings, LLC's
private sale of the real property located at 1130 Hurricane Shoals
Road, Lawrenceville, Georgia, to Anshasi Properties, Inc. for $3
million.
A hearing on the Motion was held on Feb. 9, 2018 at 9:30 a.m.
The sale of the Hurricane Property through the Ten-X Auction
described in the Motion (including all attachments thereto) is
authorized subject to the terms set forth in Creditor United
Community Bank's Limited Protective Objection, but not required.
The 14-day stay of an order authorizing sale of the Property
contemplated by Rule 6004(H) of the Federal Rules of Bankruptcy
Procedure is waived.
About Shiraz Holdings
Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017.
In the petition signed by Jordan A. Satary, managing member, the
Debtor estimated $10 million to $50 million in both assets and
liabilities. The Hon. Paul G. Hyman, Jr. presides over the case.
Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy
counsel to the Debtor. Fadi Elkhatib and Ten-X, LLC, serve as the
Debtor's real estate broker. Ten-X, LLC, is the Debtor's
auctioneer.
SIGEL'S BEVERAGES: Files Chapter 11 Plan of Liquidation
-------------------------------------------------------
Sigel's Beverages, L.P., filed with the U.S. Bankruptcy Court for
the Northern District of Texas a disclosure statement in support of
its plan of liquidation dated March 16, 2018.
The primary purpose of the Plan is to facilitate the resolution and
treatment of the Debtor's outstanding Claims, Liens and Equity
Interests. The Plan contemplates the distribution of the Net Sale
Proceeds, in accordance with the priority scheme of the Bankruptcy
Code.
Beginning in October 2017, Sigel's re-engaged discussions and
negotiations with representatives of Twin Liquors, LP concerning a
sale of Sigel's operating assets. Those negotiations have resulted
in an Asset Purchase Agreement between Sigel's as Seller and Twin
Liquors, LP as purchaser, which is the subject of the Debtor's
Motion to (I) Approve Asset Purchase Agreement, (II) Authorize the
Sale of the Debtor's Assets Free and Clear of Liens, Claims,
Interests, and Encumbrances, (III) Authorize the Assumption and
Assignment of Certain Executory Contracts and Unexpired Leases, and
(IV) Grant Further Relief set for hearing before the Bankruptcy
Court on April 6, 2018.
Class 4 under the plan consists of the general unsecured claims.
Each Creditor holding an Allowed Class 4 Claim will receive, on
account of such Allowed Class 4 Claim, its Pro Rata share of such
amounts in the Unsecured Distribution Reserve. Estimated recovery
for this class is greater than 5%.
The Liquidating Debtor will continue to exist after the Effective
Date in accordance with the applicable laws of the State of Texas,
for the purposes of effectuating the terms of this Plan. The
Liquidating Debtor will continue to be managed by Anthony J.
Bandiera, and he will receive no compensation for his role as
manager of the Liquidating Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-34118-11-367.pdf
About Sigel's Beverage
Sigel's Beverage, L.P., is a 111-year-old distributor and
wholesaler of fine wines and spirits. It is one of the largest
local distributors of alcohol in the Dallas Fort Worth Metroplex.
In addition to its wholesale division, it also operates 10 retail
store locations in the Metroplex.
Sigel's Beverage, L.P., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-34118) on Oct. 20,
2016. In the petition signed by Anthony J. Bandiera, CEO of Milan
General Investments, Inc., general partner of the Debtor, the
Debtor estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
Judge Barbara J. Houser presides over the Debtor's case.
Pronske, Goolsby & Kathman, P.C., serves as counsel to the Debtor,
with the engagement, led Gerrit M. Pronske, Esq., and Jason P.
Kathman, Esq. Bridgepoint Consulting, LLC, is the Debtor's
financial and restructuring advisor. Candy & Schonwald, PLLC,
serves as tax service provider.
* * *
On Dec. 31, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
SIVYER STEEL: RIM Logistics, Shenyang Jinli Join Committee
----------------------------------------------------------
James L Snyder, Acting U.S. Trustee for Region 12, on March 27
amended the previous appointment of committee of unsecured
creditors in the Chapter 11 case of Sivyer Steel Corporation with
the addition of RIM Logistics, Ltd., and Shenyang Jinli Metals &
Minerals.
As previously reported by the Troubled Company Reporter on March
22, 2018, the U.S. Trustee appointed five creditors to serve on the
Committee.
The committee members now include:
(1) Carpenter Brothers, Inc.
Attn: Julie M. Pierce
7100 W. Donges Bay Road
Mequon, WI 53092
ne(262) 512-4309
Phone: (414) 354-6555
Fax: (414) 354-6610
Email: j.pierce@carpenterbrothersinc.com
(2) ASI International Ltd.
Attn: Dr. R. L. (Rod) Naro and Brian Naro
1440 E. 39th Street
Cleveland, OH 44114
Phone: (216) 780-4550
Fax: (216) 391-9933
Email: @asi-alloys.com
Email: brian@asi-alloys.com
(3) Cores for You
Attn: Tim Neumann
160 Hamilton Industrial Park
Hamilton, IL 62341
Phone: (217) 847-3233 x 103
Fax: (217) 847-2305
Email: timneumann@cores4you.com
(4) Canfield & Joseph, Inc.
Attn: Amber Prag
P.O. Box 470423
Tulsa, OK 74147
Phone: (918) 663-8480
Fax: (918) 665-4645
Email: aprag@canfieldjoseph.com
(5) ACRO Manufacturing Corp.
Attn: Kurt Packingham
5429 North Towne Place
Cedar Rapids, Iowa 52402
Phone: (319) 393-2537
Fax: (319) 393-3151
Email: kpackingham@acromfg.com
(6) RIM Logistics, Ltd.
Attn: Mark Irwin
200 N. Gary Avenue
Roselle, IL 60172
Tel: (630) 622-5350
E-mail: MarkIrwin@RIMLogistics.com
(7) Shenyang Jinli Metals & Minerals Import & Export Co.
Attn: Jonathan M. Causey
2213 Grand Avenue
Des Moines, IA 50312
Tel: (515) 441-5511
E-mail: Jon@Causeyyelawinternational.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Sivyer Steel Corporation
Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a
supplier of steel castings based in Bettendorf, Iowa. Founded by
Frederick Lincoln in 1909, the company is an ISO 9001:2008
recertified steel foundry, which means that it meets the
International Organization for Standardization's quality management
system.
The Company develops custom steel castings and components for
clients in industries that include government, private, and public
sectors. Sivyer Steel specializes in military castings, energy
applications, railroad castings, wear parts, pump & valves, oil &
gas, mining, construction castings, perimeter security, and
agriculture.
An involuntary Chapter 11 case was filed against the Company on
March 8, 2018, by alleged creditors Sadler Machine Co., Speyside
Machining Holdings, LLC, and ARCO Manufacturing Corporation.
Sivyer Steel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In
the petition signed by Keith Kramer, president, the Debtor
disclosed $16.43 million in assets and $18.35 million in
liabilities.
Judg Anita L. Shodeen presides over the case.
Bradshaw, Fowler, Proctor & Fairgrave is the Debtor's bankruptcy
counsel. Spencer Fane LLP, is the special counsel.
SPOKANE COIN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Spokane Coin Exchange, Inc.
108 N. Washington, Suite 102
Spokane, WA 99201
Business Description: Spokane, Washington-based Spokane Coin
Exchange, Inc. is a dealer of gold, silver,
platinum and palladium, both in coin or
bullion form, including the popular American
Eagle and Canadian Maple Leaf series,
Krugerrands and Pandas, Johnson Matthey,
Engelhard, Credit Suisse and Swiss Credit
Corp products. Spokane Coin Exchange
has been serving collectors and investors of
rare coins, currency, philatelics, precious
gemstones, works of art, and bullion
products since 1973.
http://spokanecoinexchange.com/
Chapter 11 Petition Date: March 28, 2018
Court: United States Bankruptcy Court
Eastern District of Washington (Spokane/Yakima)
Case No.: 18-00826
Judge: Hon. Frederick P. Corbit
Debtor's Counsel: Dan O'Rourke, Esq.
SOUTHWELL & O'ROURKE, P.S.
421 W Riverside Avenue, Suite 960
Spokane, WA 99201
Tel: 509-624-0159
Fax: 509-624-9231
E-mail: dorourke@southwellorourke.com
Total Assets: $309,000
Total Liabilities: $1.93 million
The petition was signed by Steven Baldwin, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/waeb18-00826_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/waeb18-00826.pdf
SPRING TREE: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Spring Tree Lending, LLC
1755 The Exchange, Suite 215
Atlanta, GA 30339
Type of Business: Spring Tree Lending, LLC engages in buying and
servicing non-prime auto loans from auto dealers
and lenders. The company was founded in 2015
and is based in Atlanta, Georgia.
Involuntary
Chapter 11
Petition Date: March 28, 2018
Case Number: 18-55171
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Hon. Barbara Ellis-Monro
Petitioner: Pacific Island Equity Corporation
4348 Waialae Ave, PMB 423
Honolulu, HI 96816
Nature of Claim
& Claim Amount: Loan in the amount of $256,671
Petitioner's
Counsel: Leslie M. Pineyro, Esq.
JONES AND WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: 404-564-9301
E-mail: lpineyro@joneswalden.com
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ganb18-55171.pdf
SPX FLOW: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of SPX FLOW, Inc.
(FLOW), with the Corporate Family Rating (CFR) at Ba3, Probability
of Default Rating (PDR) at Ba3-PD, Speculative Grade Liquidity
(SGL) rating at SGL-3 and senior unsecured at B1. The rating
outlook is changed to stable from negative, reflecting expectation
for continued performance improvement in 2018.
RATINGS RATIONALE
The affirmation of FLOW's ratings reflect expectations for
improving operating performance due to stronger end market demand.
Moody's anticipates 3% organic revenue growth in 2018 after two
years of contraction. Healthy orders and backlog at year-end 2017
provide good revenue visibility for 2018 as some 80% of the $998
million backlog is expected to be converted to revenue. FLOW's
realignment program, including headcount reduction and factory
consolidation initiatives, has been substantially completed. As a
result, Moody's expect the company's EBITA margin to meaningfully
improve in 2018, by around 150 basis points. FLOW reduced funded
debt by $213 million in 2017, improving debt to EBITDA to 4.6 times
from 5.4 times in 2016 (on a Moody's adjusted basis). Moody's
expect FLOW to continue focusing on strengthening the balance sheet
and reducing debt with internally generated cash at least through
2018.
The stable rating outlook reflects expectations for earnings growth
and debt reduction going forward, which are supported by FLOW's
recently announced capital allocation plan. The recent surge in new
orders and backlog provides good revenue visibility in 2018. The
stable outlook also incorporates the view that the 25% tariff on
steel imports will not materially impact FLOW's operations.
The SGL-3 liquidity rating reflects expectations for adequate
liquidity. In 2017, FLOW generated $184 million of free cash flow
(after capital expenditures and dividends), all of which were used
to repay debt. Moody's expects free cash flow of about $100 million
in 2018. Together with the company's $264 million cash balance on
hand, Moody's anticipates FLOW's liquidity needs to be largely
funded with cash generated internally. FLOW also has a secured $450
million revolving credit facility which expires in 2020. However,
although heavy borrowing not anticipated, the company's revolving
credit facility access could be limited due to more restrictive
financial maintenance covenant tests, as the company opted out of
the covenant relief period in Q1 2018. The maintenance covenant
requires that FLOW to maintain a maximum consolidated leverage
ratio of 4.0 times and a minimum interest coverage ratio of 3.5
times.
FLOW's ratings could be upgraded if organic revenue growth were to
be sustained and debt to EBITDA expected to be below 3.5 times and
free cash flow to debt above 15%.
The ratings could be downgraded, if credit metrics were anticipated
to deteriorate, particularly if debt to EBITDA is expected to
approximate or exceed 4.5 times or EBITA to interest was expected
to be sustained below 2.5 times (all ratios on a Moody's adjusted
basis). Also, a deterioration in liquidity or an inability to
improve margins could result in a ratings downgrade. Longer term,
the company's growth will likely include acquisitions as it seeks
to expand product offerings and build scale. Although not
anticipated over the intermediate term, meaningful debt-funded
acquisitions and/or a more aggressive financial policy materially
weakening FLOW's credit metrics would also pressure the ratings.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
SPX FLOW, Inc., headquartered in Charlotte, NC, is a global
provider of flow control solutions to a wide variety of end
markets. The company operates in three segments: Food and Beverage,
Power and Energy, and Industrial. FLOW is a spin-off from SPX
Corporation with annual revenue of approximately $2.0 billion in
2017.
The following summarizes rating action:
Moody's affirmed the following ratings:
Issuer: SPX FLOW, Inc.
-- Corporate Family Rating, Affirmed Ba3
-- Probability of Default Rating, Affirmed Ba3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
-- Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5)
Outlook:
Issuer: SPX FLOW, Inc.
-- Outlook, Changed to Stable from Negative
STAFFING GROUP: Ex-CEO Thompson No Longer Owns Preferred Shares
---------------------------------------------------------------
As part of her resignation as chief executive officer and director
of The Staffing Group on March 12, 2018, Mrs. Kimberly Thompson
returned one share of the Company's Series A Preferred Stock to the
Company. Following this action, Mrs. Thompson owns zero shares of
the Company's Series A Preferred Shares, but has retained 60,000
shares of the Company's common stock.
Concurrent with Mrs. Thompson's return of said share, Mr. Jonathan
Cross, the Company's Chairman and CEO, was issued one share of the
Company's Series A Preferred Stock. Each share of Series A
Preferred Stock gives the holder voting rights equal to 2 votes for
every one share of common stock outstanding at the time of a vote
of shareholders and does not have any additional rights or
preferences. As such, at March 22, 2018, Jonathan Cross controlled
the majority of shareholder votes.
About The Staffing Group
Headquartered in Kennesaw, GA, The Staffing Group, Ltd. --
http://www.staffinggroupltd.com/-- is engaged in the business of
providing temporary staffing solutions. The Company is primarily
focused in the on-demand blue collar staffing industry. The
primary placements it makes are to companies in the construction
industry, light industrial, refuse industry, retail, and
hospitality businesses. The Company operates one staffing location
in Montgomery, Alabama through its subsidiary, Staff Fund I, LLC.
Staff Fund I, LLC, is focused in the blue collar staffing
industry.
Staffing Group reported a net loss of $3.85 million for the year
ended Dec. 31, 2016, compared to a net loss of $272,364 for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Staffing Group had
$1.95 million in total assets, $4.93 million in total liabilities
and a total stockholders' deficit of $2.98 million.
"The Company is funding its operations primarily through the sale
of equity, convertible notes payable and shareholder loans. In the
event the Company experiences liquidity and capital resources
constraints because of greater than anticipated sales growth or
acquisition needs, the Company may need to raise additional capital
in the form of equity and/or debt financing including refinancing
its current debt. Issuances of additional shares will result in
dilution to its existing shareholders. There is no assurance that
the Company will achieve any additional sales of its equity
securities or arrange for debt or other financing to fund any
potential acquisition needs or increased growth. If such
additional capital is not available on terms acceptable to the
Company, or at all, then the Company may need to curtail its
operations and/or take additional measures to conserve and manage
its liquidity and capital resources, any of which would have a
material adverse effect on its business, results of operations and
financial condition. The ability to successfully resolve these
factors raise substantial doubt about the Company's ability to
continue as a going concern within one year from the date of this
filing," the Company said in the 2016 Annual Report.
STAFFING GROUP: Issues 30 Preferred Shares to Shefford Advisors
---------------------------------------------------------------
Staffing Group Ltd. issued 30 shares of Series B Preferred Stock to
Shefford Advisors, LLC on March 22, 2018, as disclosed in a Form
8-K filed with the Securities and Exchange Commission. This
issuance was made as part of an advisory agreement, in lieu of
cash, entered into of even date. The Series B Preferred Shares are
non-voting and not entitled to dividends. Upon liquidation,
dissolution or winding up of the Company, the holder is entitled to
a liquidation preference of $25,000 per share of Series B Preferred
Share. The Holder may convert Series B Preferred Shares into
authorized but unissued shares of the Company's common stock equal
to $25,000 divided by the average VWAP for the five trading days
immediately prior to the conversion date.
As a principal of Shefford Advisors, LLC, Mr. Jonathan Cross, the
Company's Chairman and CEO, will be considered a beneficial owner
of said shares.
About The Staffing Group
Headquartered in Kennesaw, GA, The Staffing Group, Ltd. --
http://www.staffinggroupltd.com/-- is engaged in the business of
providing temporary staffing solutions. The Company is primarily
focused in the on-demand blue collar staffing industry. The
primary placements it makes are to companies in the construction
industry, light industrial, refuse industry, retail, and
hospitality businesses. The Company operates one staffing location
in Montgomery, Alabama through its subsidiary, Staff Fund I, LLC.
Staff Fund I, LLC, is focused in the blue collar staffing
industry.
Staffing Group reported a net loss of $3.85 million for the year
ended Dec. 31, 2016, compared to a net loss of $272,364 for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Staffing Group had
$1.95 million in total assets, $4.93 million in total liabilities
and a total stockholders' deficit of $2.98 million.
"The Company is funding its operations primarily through the sale
of equity, convertible notes payable and shareholder loans. In the
event the Company experiences liquidity and capital resources
constraints because of greater than anticipated sales growth or
acquisition needs, the Company may need to raise additional capital
in the form of equity and/or debt financing including refinancing
its current debt. Issuances of additional shares will result in
dilution to its existing shareholders. There is no assurance that
the Company will achieve any additional sales of its equity
securities or arrange for debt or other financing to fund any
potential acquisition needs or increased growth. If such
additional capital is not available on terms acceptable to the
Company, or at all, then the Company may need to curtail its
operations and/or take additional measures to conserve and manage
its liquidity and capital resources, any of which would have a
material adverse effect on its business, results of operations and
financial condition. The ability to successfully resolve these
factors raise substantial doubt about the Company's ability to
continue as a going concern within one year from the date of this
filing," the Company said in the 2016 Annual Report.
STAFFING GROUP: Relocates to Temporary North Carolina Headquarters
------------------------------------------------------------------
Following the closing of its Dallas, Georgia office, The Staffing
Group, Ltd. relocated its headquarters office to 717 Green Valley
Road, Suite 200, Greensboro, North Carolina 27408. This office
will serve as temporary space while management identifies permanent
space.
About The Staffing Group
Headquartered in Kennesaw, GA, The Staffing Group, Ltd. --
http://www.staffinggroupltd.com/-- is engaged in the business of
providing temporary staffing solutions. The Company is primarily
focused in the on-demand blue collar staffing industry. The
primary placements it makes are to companies in the construction
industry, light industrial, refuse industry, retail, and
hospitality businesses. The Company operates one staffing location
in Montgomery, Alabama through its subsidiary, Staff Fund I, LLC.
Staff Fund I, LLC, is focused in the blue collar staffing
industry.
Staffing Group reported a net loss of $3.85 million for the year
ended Dec. 31, 2016, compared to a net loss of $272,364 for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Staffing Group had
$1.95 million in total assets, $4.93 million in total liabilities
and a total stockholders' deficit of $2.98 million.
"The Company is funding its operations primarily through the sale
of equity, convertible notes payable and shareholder loans. In the
event the Company experiences liquidity and capital resources
constraints because of greater than anticipated sales growth or
acquisition needs, the Company may need to raise additional capital
in the form of equity and/or debt financing including refinancing
its current debt. Issuances of additional shares will result in
dilution to its existing shareholders. There is no assurance that
the Company will achieve any additional sales of its equity
securities or arrange for debt or other financing to fund any
potential acquisition needs or increased growth. If such
additional capital is not available on terms acceptable to the
Company, or at all, then the Company may need to curtail its
operations and/or take additional measures to conserve and manage
its liquidity and capital resources, any of which would have a
material adverse effect on its business, results of operations and
financial condition. The ability to successfully resolve these
factors raise substantial doubt about the Company's ability to
continue as a going concern within one year from the date of this
filing," the Company said in the 2016 Annual Report.
SUPERIOR BOILER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Superior Boiler Repair Inc
8204 S Garfield Ave.
Bell Gardens, CA 90201
Business Description: Superior Boiler Repair Inc. is a privately
held company that provides building boilers
repair services. Its products include
boilers, burners, feed water tanks,
industrial water heaters and pumps. The
Company was founded in 1979 and is
headquartered in Bell Gardens, California.
Chapter 11 Petition Date: March 29, 2018
Case No.: 18-13505
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Sandra R. Klein
Debtor's Counsel: Julie J Villalobos, Esq.
OAKTREE LAW
10900 183rd St Ste 270
Cerritos, CA 90703
Tel: 562-741-3938
Fax: 888-408-2210
E-mail: julie@oaktreelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Omar Gamarra, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/cacb18-13505.pdf
TERRA STATE: Moody's Lowers General Receipts Bonds Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded Terra State Community
College's (OH) (TSCC) approximately $5 million of outstanding
General Receipts Bonds to Ba2 from Baa2 and maintained the negative
outlook. At the same time, Moody's have affirmed the Aa2 enhanced
rating for TSCC.
RATINGS RATIONALE
The downgrade to Ba2 reflects Terra State Community College's very
challenged financial position after consistent operating deficits,
three years of insufficient debt service coverage and material
decline in reserves. Monthly liquidity is severely limited at
approximately $2.2 million for fiscal 2017, down 70% over the past
five years, with additional reduction likely in fiscal 2018 given
strained operating performance. These pressures are generated by
poor strategic positioning with a very small and declining revenue
base of approximately $15 million, down 22% over the past five
years driven by declining enrollment that is heavily weighted to
high school students taking one or more college courses. Other
credit characteristics include a minimal debt burden of just $5.5
million, state support equal to 41% of operating revenue and state
oversight in case of severe financial distress.
The mechanics are sound for the enhancement program and
interceptable state share of instruction (SSI) provides a robust
20.8 times coverage of the college's debt service.
RATING OUTLOOK
The negative outlook reflects Moody's expectation that a material
improvement in operations is unlikely over the next one to two
years given the college's limited ability to materially reduce
expenses while net tuition revenues continue to decline and state
appropriations are static at best. The negative outlook also
incorporates Moody's understanding that the college may borrow an
additional $1.5 million for capital expenditures.
The stable outlook for the enhanced rating is based on the outlook
for the Ohio Board of Regents State Credit Enhancement Program.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Sustained improvement in operations leading to positive cash
flow margins
- Significant growth in operating revenues while maintaining
reserves and liquidity
- Upgrade of the Ohio Board of Regents State Credit Enhancement
Program (for enhanced rating)
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Failure to materially improve operating margins
- Issuance of additional debt, putting further pressure on debt
service coverage
- Any further decline in liquidity
- Downgrade of the Ohio Board of Regents State Credit Enhancement
Program (for enhanced rating)
LEGAL SECURITY
All rated debt is General Receipts Bonds which are secured by a
gross pledge and first lien on the college's general receipts,
including tuition and fees, and other legally available revenue,
but excluding state appropriations, and restricted gifts and
grants.
In addition to the general receipts pledge for the bonds, the bonds
are secured by the Ohio Board of Regents State Credit Enhancement
Program, which allows the Chancellor of the Ohio Department of
Higher Education to redirect the college's state aid in the form of
SSI to the bond trustee to pay debt service if there is a shortfall
in general receipts revenue.
USE OF PROCEEDS
Not applicable.
PROFILE
TSCC is a small community college in rural northwest Ohio, serving
Sandusky, Ottawa, and Seneca counties at its campus in Fremont,
Ohio. Established in 1968 as a technical institute, TSCC has
expanded its program offerings to include a broader menu of
associate degree offerings. In fiscal 2017, the college had an
operating base of $15 million and enrolled 1,251 students.
METHODOLOGY
The principal methodology used in the underlying rating was
Community College Revenue-Backed Debt published in June 2016. The
principal methodology used in the enhanced rating was State Aid
Intercept Programs and Financings published in December 2017.
TESLA INC: Moody's Cuts Corp. Family Rating to B3; Outlook Negative
-------------------------------------------------------------------
Moody's Investors Service downgraded Tesla, Inc.'s Corporate Family
Rating (CFR) to B3 from B2, unsecured note rating to Caa1 from B3,
and Speculative Grade Liquidity rating to SGL-4 from SGL-3. The
outlook is negative.
RATINGS RATIONALE
Tesla's ratings reflect the significant shortfall in the production
rate of the company's Model 3 electric vehicle. The company also
faces liquidity pressures due to its large negative free cash flow
and the pending maturities of convertible bonds ($230 million in
November 2018 and $920 million in March 2019). Tesla produced only
2,425 Model 3s during the fourth quarter of 2017; it is currently
targeting a weekly production rate of 2,500 by the end of March,
and 5,000 per week by the end of June. This compares with the
company's year-earlier production expectations of 5,000 per week by
the end of 2017 and 10,000 by the end of 2018.
The Caa1 rating of the unsecured notes reflects the junior position
of the notes relative to the company's $1.9 billion secured credit
facility.
Tesla continues to benefit from solid market acceptance of Models S
and X, which collectively hold over a third of the US luxury
market. In addition, third-party evaluations of the Model 3 remain
favorable, consumer response to the vehicle is sound, and advance
purchase reservations and deposits remain high. Finally, regulatory
support for battery electric and zero-emission vehicles continues
to grow.
The negative outlook reflects the likelihood that Tesla will have
to undertake a large, near-term capital raise in order to refund
maturing obligations and avoid a liquidity short-fall. Prospects
for addressing its liquidity requirements (whether equity,
convertible notes or debt) will be supported if the company can
establish credibility for reaching Model 3 production levels --
2,500 per week by the end of March, and 5,000 per week by the end
of June.
Tesla's liquidity consists principally of $3.4 billion in cash and
securities at December 31, 2017. The company also has moderate
availability under the $1.9 billion ABL facility. This liquidity
position is not adequate to cover: 1) the approximately $500
million in minimum cash that Moody's estimate Tesla must maintain
for normal operations; 2) a 2018 operating cash burn that will
approximate $2 billion if Tesla maintains high discretionary
capital expenditures to increase capacity; and 3) convertible debt
maturities of approximately $1.2 billion through early 2019. These
cash needs will likely require Tesla to undertake a near-term
capital raise exceeding $2 billion. Moreover, if the company
maintains its expected pace of expansion, it will likely need to
raise additional capital during the second half of 2019.
Tesla's rating could be lowered further if there are shortfalls
from its updated Model 3 production targets. The rating will also
be pressured if the company is unable to raise sufficient new
capital to cover its late-2018 and early-2019 convertible
maturities, and to cover the operating cash consumption that will
likely continue into 2019.
The rating could be raised if production rates of the Model 3 meet
Tesla's current expectations and if the company maintains good
liquidity.
The following rating actions were taken:
Downgrades:
Issuer: Tesla, Inc.
-- Probability of Default Rating, Downgraded to B3-PD from B2-PD
-- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-3
-- Corporate Family Rating, Downgraded to B3 from B2
-- GTD Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa1 (LGD4) from B3 (LGD4)
Outlook Actions:
Issuer: Tesla, Inc.
-- Outlook, Changed To Negative From Stable
The principal methodology used in these ratings was Automobile
Manufacturer Industry published in June 2017.
TEXAS E&P: Trustee's Private Sale of Equipment Approved
-------------------------------------------------------
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized the private sale by Jason R.
Searcy, the Chapter 11 Trustee of Texas E&P Operating, Inc., of
various items of office equipment located at the Debtor's office
located at 2201 N. Central Expy., Suite 240, Richardson, Texas.
The Trustee will file a report of sale within 30 days of the
consummation of the sale of the Equipment.
All valid liens, claims and encumbrances will attach to the
proceeds of such sale to the same extent, in the same priority, and
with the same validity, as was the case against the property prior
to the proposed sale.
A copy of Order, along with a list of the Equipment, is available
for free at:
http://bankrupt.com/misc/Texas_E&P_143_Order.pdf
About Texas E&P Operating
Based in Richardson, Texas, the Texas E&P group of companies --
http://texasepgroup.com/-- offer direct investment opportunities
in its oil and natural gas projects in the Southwestern United
States. From the initial investment to the production of each
well, the Group oversees each phase of development. Texas E&P
Operating is an independent oil and natural gas operator, with
specialties in developing new and existing oil fields since 1994.
Texas E&P Funding manages a diverse offering of oil and natural gas
investments. Texas E&P Well Service is in the well workover and
completion industry, with dedication to safety and innovation.
Texas E&P Operating, Inc., f/k/a Chestnut Exploration and
Production, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017. In the
petition signed by Mark A. Plummber, president, the Debtor
estimated its assets and liabilities at between $10 million and $50
million.
Judge Stacey G. Jernigan presides over the case.
John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors' in the Debtor's case. The Committee retained
Okin Adams LLP as its legal counsel.
On Jan. 19, 2018, Jason Searcy was appointed as the Debtor's
Chapter 11 trustee. The trustee hired Searcy & Searcy, P.C., as
bankruptcy counsel.
TJK ENTERPRISES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of TJK Enterprises, Inc., as of March 27,
according to a court docket.
About TJK Enterprises
Spring, Texas-based TJK Enterprises, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 18-30703) on Feb.
20, 2018, estimating its assets at up to $50,000 and its
liabilities at between $500,001 and $1 million. Richard L Fuqua,
II, Esq., at Fuqua & Associates, PC, serves as the Debtor's
bankruptcy counsel.
TOPS HOLDING: Tops Markets Taps Hodgson Russ as Special Counsel
---------------------------------------------------------------
Tops Markets, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Hodgson Russ LLP as
special counsel.
The firm will provide Tops Markets, an affiliate of Tops Holding II
Corp., with legal advice on general corporate matters.
The firm's hourly rates range from $150 to $645 for lawyers and
from $85 to $225 for paralegals.
Garry Graber, Esq., a partner at Hodgson, disclosed in a court
filing that his firm does not hold or represent any interests
adverse to the estates of Tops Markets and its affiliates.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Graber disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements for its employment with Top Markets; and that no
Hodgson professional has varied his rate based on the geographic
location of the Debtor's case.
Mr. Graber also disclosed that Tops Markets has already approved
its prospective budget and staffing plan "for the indefinite future
until otherwise mutually agreed."
Hodgson can be reached through:
Garry M. Graber, Esq.
Hodgson Russ LLP
The Guaranty Building
140 Pearl Street, Suite 100
Buffalo, NY 14202
Phone: 716.856.4000
Email: ggraber@hodgsonruss.com
About Tops
Tops Markets, LLC -- http://www.topsmarkets.com/-- is
headquartered in Williamsville, NY and operates 169 full-service
supermarkets with five additional by franchisees under the Tops
Markets banner. Tops employs over 14,000 associates and is a
full-service grocery retailer in Upstate New York, Northern
Pennsylvania, and Vermont.
Tops Management, led by Frank Curci, its chairman and chief
executive officer, acquired Tops in December 2013 through a
leveraged buyout from Morgan Stanley's private equity arm. Morgan
Stanley bought the company in 2007 from the Dutch retailer now
known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The
Penn Traffic Company, a local chain with 64 stores. In 2012, it
purchased 21 Grand Union Family Markets stores.
Tops Holding II Corporation, and its subsidiaries, including Tops
Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 18-22279) on Feb. 21, 2018, to pursue a financial
restructuring that would eliminate a substantial portion of debt
from the Company's balance sheet and position Tops for long-term
success.
The Company listed total assets of $977 million and total
liabilities at $1.17 billion as of Dec. 30, 2017.
The Debtors hired Weil, Gotshal & Manges LLP as their legal
counsel; Hilco Real Estate, LLC as real estate advisor; FTI
Consulting Inc., and Michael Buenzow as chief restructuring
officer; Evercore Group L.L.C. as investment banker; and Epiq
Bankruptcy Solutions, LLC, as their claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 6, 2018.
TRONOX LIMITED: Moody's Alters Outlook to Pos. & Affirms B1 CFR
---------------------------------------------------------------
Moody's Investors Service affirms B1 CFR rating of Tronox Limited;
assigns B3 rating to the new $615 million 8 year senior unsecured
Notes issued by Tronox Incorporated. The proceeds of the
transaction are expected to be used to repay the existing $600
million 7.5% senior notes due 2022 issued by Tronox Finance LLC.
The outlook is changed to positive from stable.
"The positive outlook reflects the improvement in metrics, both on
a stand-alone basis and pro forma for the acquisition of Cristal,
from the upcycle in TiO2 and the expectation that metrics improve
further as the outlook for TiO2 remains favorable and as free cash
flow is used to reduce debt," according to Joseph Princiotta,
Moody's VP, senior credit officer. "Moreover, the current
financing, combined with the financings completed in October 2017,
have improved the capital structure by pushing out maturities and
lowering interest expense," Princiotta added.
Assignments:
Issuer: Tronox Incorporated
-- Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3
(LGD5)
Outlook Actions:
Issuer: Tronox Limited
-- Outlook, Changed To Positive From Stable
Issuer: Tronox Blocked Borrower LLC
-- Outlook, Changed To Positive From Stable
Issuer: Tronox Finance LLC
-- Outlook, Changed To Positive From Stable
Issuer: Tronox UK Holdings Ltd.
-- Outlook, Changed To Positive From Stable
Issuer: Tronox Incorporated
-- Outlook, Changed to Positive from Ratings Withdrawn
Affirmations:
Issuer: Tronox Limited
-- Corporate Family Rating, Affirmed B1
-- Probability of Default Rating, Affirmed B1-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
Issuer: Tronox Blocked Borrower LLC
-- Gtd Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3)
Issuer: Tronox Finance LLC
-- Gtd Senior Unsecured Regular Bond/Debenture, Affirmed B3
(LGD5)
-- Gtd Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3)
Issuer: Tronox UK Holdings Ltd.
-- Gtd Senior Unsecured Regular Bond/Debenture, Affirmed B3
(LGD5)
RATINGS RATIONALE
The B1 CFR and the positive outlook reflect the benefits from the
company's prospective market position as the world's largest
titanium dioxide company, solid metrics for the B1 rating that are
expected to improve going forward, vertical integration,
prospective benefits from anticipated operating synergies, and good
liquidity. The credit profile also reflects heavy exposure to the
highly-cyclical titanium dioxide industry, expectations for
significant weakening in credit metrics during future troughs
outside the normal boundaries for the rating category, and
integration risk associated with the acquisition of Cristal.
Completing the acquisition of Cristal will more fully leverage
Tronox to the ongoing upcycle in the titanium dioxide industry and
propel Tronox to be the world's largest titanium dioxide producer
with a combined annual production capacity of 1.3 million metric
tons across eleven production facilities in eight countries,
excluding any changes to the asset base that might be required to
satisfy antitrust regulators in the U.S or Europe. The deadline for
closing the deal was recently extended to June 30, 2018, with the
flexibility for "automatic" extensions to March 31, 2019, to allow
time to negotiate with and satisfy regulators.
Moody's expects strong industry conditions to persist through the
year and likely into next year as well, which should help the
company reduce adjusted gross financial leverage to well below 4.0x
(Debt/EBITDA) by year end 2018. Moody's expects the company to
generate a minimum $400 million of free cash flow in the first
twelve months post-acqusition, despite one-time spending to
integrate the acquired business and assuming the acquisition of
Cristal closes this year.
Management estimates net leverage of 3.5x on a pro forma basis for
the acquisition of Cristal, while the capital structure includes
significant bank debt that Tronox can pre-pay economically.
Management mentioned on recent earnings conference calls that it
intends to manage toward a long-term net leverage target of
2.0-3.0x and that it expects net leverage to reach 3.0x in 2019,
which Moody's estimates is achievable with modest EBITDA growth and
minimal debt reduction. It's important to note that net and gross
leverage metrics are similar if the deal closes or not as the large
cash balances earmarked for the acquisition are required to be
applied to term loan reduction if the deal is abandoned.
Strong free cash flow generation during the upcycle in titanium
dioxide could help Tronox reduce its overall debt load and better
prepare it for the next down cycle. While management has commented
that the next downturn likely will be less severe due to more
disciplined behavior by industry participants under new ownership,
the rating assumes conservatively that the next downturn could
approach similar severity.
The Cristal acquisition further leverages Tronox to the upcycle, as
mentioned. However, Tronox will also become more exposed to an
eventual downturn due to the loss of the more stable soda ash
business that generated between $130 and $150 million of EBITDA the
past few years. Moody's estimates that the combined titanium
dioxide platform would have generated less than $100 million of
EBITDA in 2015 (ignoring merger synergies), compared to Tronox's
estimate of $272 million including the soda ash business.
Tronox expects to realize substantial operating synergies from
combining with Cristal, which is a very similar business, compared
to owning Alkali Chemicals, a very different business acquired from
FMC in 2015. Management expects to generate approximately $100
million in annualized synergies in year 1 and close to $200 million
by year 3. The anticipated synergies could help make up the
difference between the two trough-cycle EBITDA figures for 2015
cited above over the next two-to-three years.
The SGL-2 reflects good liquidity to support operations. Due to the
sale of Alkali Chemicals, Tronox has $1.8 billion in cash and cash
equivalents and restricted cash. While roughly $1.7 billion is
expected to be used to close the Cristal acquisition, there is also
a mandatory Term Loan prepayment of $1.45 billion if the
acquisition is terminated, making the elevated cash balance
temporary. Moody's expects Tronox to generate significant free cash
flow in 2018, with the company unlikely to draw on its $550 million
asset-based revolving credit facility. There are no financial
maintenance covenants for the ABL and term loan, but the smaller
South African revolver (roughly $60 million committed USD
equivalent) contains net leverage and coverage covenants.
The positive outlook anticipates that favorable TiO2 conditions
continue and the possibility that free cash flow is applied to debt
reduction, strengthening the company's balance sheet and enhancing
its financial flexibility ahead of the next down cycle, potentially
supporting a higher rating category. The positive outlook also
assumes that any changes to the Cristal deal valuation and
resulting metrics will not change materially if certain assets are
required to be sold to satisfy regulators, and that the company
will maintain good liquidity through the medium term.
Moody's could downgrade the rating with expectations for
substantive weakening in the titanium dioxide industry before the
company is able to meaningfully reduce debt or demonstrate the
realization of a meaningful portion of anticipated operating
synergies. Given expectations for solid industry conditions over
the next several quarters adjusted financial leverage above 5.0x
beyond mid-2018 or available liquidity below $250 million could
have negative rating implications.
Moody's could upgrade the rating with expectations for adjusted
financial leverage to remain well below 6.0x during a cyclical
trough or if the company reduces balance sheet debt to below $2.5
billion on a sustainable basis. An upgrade would also require
comfort that the company will maintain at least $300 million of
available liquidity on a through-the-cycle basis and a commitment
to deleveraging.
The principal methodology used in these ratings was Chemical
Industry published in January 2018.
Tronox Limited (Tronox), with corporate offices in Stamford, CT, is
currently the world's sixth largest producer of titanium dioxide
(TiO2) and is backward integrated into the production of titanium
ore feedstocks. It also produces electrolytic chemicals and
byproducts of titanium ore processing (principally zircon). It
operates three pigment plants located in Hamilton, Mississippi;
Botlek, The Netherlands; and Kwinana, Australia; as well as mines
and processing plants in South Africa and Australia. Tronox
acquired the Exxaro mineral sands business (predominately titanium
ore feedstocks) in a mostly equity-financed transaction in June
2012. Exxaro owned approximately 24% of Tronox as of December 31,
2017. Tronox also acquired FMC Corporation's soda ash business in
April 2015 for $1.65 billion in balance sheet cash and raised debt,
but divested the business for $1.325 billion in September 2017.
Tronox's revenues were $1.7 billion for the twelve months ended
December 31, 2017.
VITAMIN WORLD: Wants Until June 29 to File Chapter 11 Plan
----------------------------------------------------------
Vitamin World, Inc., and its affiliates asks the U.S. Bankruptcy
Court for the District of Delaware to extend the exculsive periods
during which only the Debtors can file a Chapter 11 plan and
solicit acceptances of the plan through and including June 29,
2018, and Sept. 6, 2018, respectively.
A hearing on the Debtors' request is set for April 24, 2018, 2:30
p.m. (ET). Objections to the request must be filed by April 4,
2018, at 4:00 p.m. (ET).
Since the Petition Date, the Debtors have made significant progress
in these Chapter 11 cases. Indeed, since the filing of these
Chapter 11 cases, the Debtors have, inter alia: (i) rejected leases
and conducted going out of business sales for numerous
underperforming store locations; (ii) closed the Sale; (iii) sold
the remaining GOB Inventory to buyer Vitamin World USA Corporation;
(iv) rejected the leases for the GOB Leased Locations; (v) obtained
interim and final approval of the Debtors' debtor in possession
credit facility; (vi) prepared and filed Schedules of Assets and
Liabilities and Statements of Financial Affairs; and (vii)
established a bar date for the filing of proofs of claim.
The Debtors intend to maintain the speed and efficiency of these
Chapter 11 cases as they work to formulate a Chapter 11 liquidating
plan. However, the Debtors are mindful of the time required to
formulate the disclosure statement and plan, as well as to monetize
certain remaining assets, complete the transition of their books
and records and conduct an analysis of claims filed. The Debtors
also require sufficient time to consider plan structure or wind
down alternatives, as well as their financial implications, so that
the resulting plan serves the best interests of the Debtors and
their creditors. The Debtors thus seek a short extension of the
Exclusive Periods so that the Debtors, in consultation with their
key constituents, can work to develop a viable chapter 11 plan or
alternate wind down option.
The fact that the Debtors continue to pay their postpetition
obligations as the obligations become due supports an extension of
the Debtors' Exclusive Periods. The Debtors are projected to have
sufficient resources to meet their required post-petition payment
obligations and manage their businesses effectively through the
effective date of any plan or wind down alternative.
The Debtors' prospects for filing and ultimately confirming a
viable Chapter 11 plan are favorable. The Debtors intend to work
with the Committee on the terms of a plan of liquidation and
anticipate filing a plan, or formulating other exit strategy, that
is supported by the Committee. The Debtors also submit that any
proposed plan will be structured so as to ensure a maximum recovery
to the Debtors' creditors and parties in interest and an orderly
wind-down of the Debtors' remaining operations. Thus, because the
Debtors have reasonable prospects for filing a viable plan, an
extension of the Exclusive Periods is warranted.
Although the Debtors initially intended to proceed with a plan of
reorganization in connection with these Chapter 11 cases,
operational challenges and liquidity concerns caused the Debtors to
pursue a sale of substantially all of their assets.
In November, the Debtors obtained court approval to start
liquidating their inventory at approximately 122 retail locations.
On Dec. 22, 2017, the Court entered an order approving the sale of
substantially all of the Debtors' assets, excluding the GOB
Inventory to Vitamin World USA Corporation pursuant to the Amended
and Restated Asset Purchase Agreement dated Dec. 21, 2017. The
Sale closed on Jan. 19, 2018.
On January 5, 2018, the Debtors sold the remaining GOB Inventory to
the Buyer and, on Jan. 22, 2018, the Court entered an Order [Docket
No. 630] approving the rejection of the leases for the GOB Leased
Locations under section 365 of the U.S. Bankruptcy Code.
On Jan. 5, 2018, the Debtors filed the first Motion of the Debtors
for Entry of an Order Extending the Debtors' Exclusive Periods to
File a Chapter 11 Plan and Solicit Votes Thereon. The Court
entered an order on Feb. 14, 2018, granting the First Exclusivity
Motion and extending the Exclusive Filing Period through and
including April 9, 2018. The Court also extended the Exclusive
Solicitation Period through and including June 8, 2018. To ensure
that these Chapter 11 Cases to continue to progress in an effective
and efficient manner, the Debtors seek further extensions of the
Exclusive Filing Periods so that they can work towards a consensual
chapter 11 plan while also continuing to focus on other pressing
issues arising in these Chapter 11 cases.
A copy of the Debtors' request are available at:
http://bankrupt.com/misc/deb17-11933-755.pdf
About Vitamin World
Headquartered in Holbrook, New York, Vitamin World is a specialty
retailer in the vitamins, minerals, herbs and supplements market.
The Company offers customers products across all major VMHS and
sports nutrition categories, including, supplements, active
nutrition, multiples, letter vitamins, health and beauty, herbs,
minerals, food and specialty items.
When it filed for bankruptcy, Vitamin World was operating out of
four distribution centers located in Holbrook, New York; Sparks,
Nevada; Riverside, California; and Groveport, Ohio; and 334 retail
stores that are mostly located in malls and outlet centers across
the United States and its territories. Products are also sold
online at http://www.vitaminworld.com/ The Company has 1,478
active employees.
Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017. Vitamin World estimated
assets of $50 million to $100 million and debt of $10 million to
$50 million.
Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel.
Saul Ewing Arnstein & Lehr LLP is the co-counsel. Retail
Consulting Services, Inc., is the Debtors' real estate advisors.
RAS Management Advisors, LLC, is the financial advisor. JND
Corporate Restructuring is the claims and noticing agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee retained Lowenstein Sandler LLP as lead
counsel; and Whiteford, Taylor & Preston LLC as Delaware counsel.
On Dec. 22, the Court entered an order authorizing the Debtors to
sell substantially all of their assets to Valuable Hero Limited.
The transaction closed on Jan. 19, 2018.
VITARGO GLOBAL: Trustee's $4.43M Sale of All Assets Approved
------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California authorized Richard J. Laski, the
Chapter 11 Trustee of the bankruptcy estate of Vitargo Global
Sciences, Inc., to sell substantially all assets of the Debtor to
Vitargo, Inc. for $4,432,754.
The Sale Hearing and the Auction were held on March 20, 2018 at
10:00 a.m.
The compromises with respect to the claims of Troy Beers and
Bernadette Wooster as set forth in the Term Sheet are approved.
The proof of claim of Troy Beers is deemed amended in the reduced
amount of $527,500 and the agreement of the Trustee and Official
Committee of Unsecured Creditors to treat the reduced claim of Troy
Beers as an allowed general unsecured claim in that amount for all
purposes and not to file any objection to such reduced claim is
approved.
The proof of claim of Bernadette Wooster is deemed amended to
assert a wholly unsecured claim in the amount of $301,887 and the
agreement of the Trustee and Official Committee of Unsecured
Creditors to treat the reduced claim of Bernadette Wooster as an
allowed general unsecured claim in that amount for all purposes and
not to file any objection to such claim is approved.
The post-petition loan made by the Buyer and previously approved by
the Court pursuant to order entered on Feb. 15, 2018 is deemed
forgiven in its entirety upon close of the sale approved by the
Order, and the Debtor will have no obligation to repay said
pre-petition loan.
The Trustee is authorized and directed to sell the Estate's Assets
to Vitargo, Inc. on the terms and conditions set forth in the Term
Sheet attached to the Sale Motion, as modified in the Order and as
reflected in the record. The Assets are sold to the Buyer on an
"as is, where is" basis and no representations or warranties have
been made by the Trustee with respect to the Assets.
The Trustee is authorized and directed to sell the Assets to the
Buyer in accordance with the Term Sheet and the Order. The Sale is
free and clear of all liens, claims, interests and encumbrances,
other than the liens of Fisher Capital Investments, LLC; On Deck
Capital, Inc.; and Lila Ekonomistyrning, AB, with such other liens,
claims, interests and encumbrances, if any, in and to the Assets to
attach to the net sales proceeds in the preexisting order of
priority.
The Order will constitute the report of sale required by FRBP
6004(f)(1) and no further report of the sale of the Assets is
required to be filed or served.
The automatic stay imposed by 11 U.S.C. Section 362 is modified to
the extent necessary to implement the provisions of the Order and
the terms of the Transaction Documents.
The 14-day stay of order provided in Federal Rules of Bankruptcy
Procedure 6004(h) and 6006(d) is waived.
About Vitargo Global Sciences
Vitargo Global Sciences, Inc., was initially formed as Vitargo
Global Sciences, LLC, in June 2013, a follow-along entity of GENr8,
Inc., a predecessor business to Vitargo. Conversion from LLC to
Inc. took place on September 2015. The Company's line of business
includes manufacturing dry, condensed, and evaporated dairy
products.
Vitargo Global Sciences previously filed a Chapter 12 bankruptcy
petition (N.D. Tex. Case No. 92-42174) on May 5, 1992.
Vitargo Global Sciences, based in Irvine, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March
15, 2017. In the petition signed by CEO Anthony Almada, the Debtor
estimated $1 million to $10 million in assets and liabilities.
Judge Theodor Albert presides over the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
served as the Debtor's bankruptcy counsel. Damian Moos, Esq., at
Kang Spanos & Moos LLP, was the litigation counsel. Jeffrey
Bolender, Esq., at Bolender Law Firm PC, served as the Debtor's
state court insurance coverage counsel.
On April 4, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Marshack Hays LLP, as general counsel.
Richard J. Laski has been appointed as the Chapter 11 Trustee. The
Trustee hired Arent Fox LLP, as general bankruptcy and
restructuring counsel.
W/S PACKAGING: Moody's Assigns B3 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD to W/S Packaging Holdings, Inc. effectively upgrading the
previous rating at W/S Packaging Group, Inc. including the Caa3
Corporate Family Rating and Ca-PD Probability of Default Rating.
Moody's also assigned a B3 rating to the new senior secured notes.
The ratings outlook is stable. The ratings for W/S Packaging Group,
Inc. will be withdrawn at close.
Moody's took the following actions:
Assignments:
Issuer: W/S Packaging Holdings, Inc.
-- Probability of Default Rating, Assigned B3-PD
-- Corporate Family Rating, Assigned B3
-- Gtd. Senior Secured Regular Bond/Debenture, Assigned B3(LGD4)
Outlook Actions:
Issuer: W/S Packaging Holdings, Inc.
-- Outlook, Assigned Stable
RATINGS RATIONALE
The B3 Corporate Family Rating reflects the high pro forma leverage
of 6.3 times and potential volatility in operating income caused by
customer promotional activity counterbalanced by an adequate
liquidity profile including less restrictive financial covenants.
The rating also reflects various initiatives management is
undertaking to improve performance and reduce volatility as well as
the costs for these initiatives and the time and execution risk in
implementing them. The B3 rating on the secured notes reflects the
preponderance of the debt in the capital structure.
Strengths in the credit profile include high exposure to
predominantly stable end markets and long term customer
relationships. W/S generates a high percentage of revenue from
relatively stable end markets including pharmaceuticals, consumer
products and food and beverage. The company also has long-standing
relationships with its customers including many blue-chip names.
Weaknesses in the credit profile include a lack of long term
contracts and contractual raw material cost pass throughs and a
small revenue base with potentially volatile operating income. In
addition, the company operates in a fragmented and competitive
industry.
W/S Packaging is expected to maintain good liquidity over the next
12 months, incorporating the pro forma lack of cash on hand offset
by an expectation of modest free cash flow and full availability on
the revolver with good covenant compliance. The proposed $50
million ABL revolving credit facility (unrated) expires in March
2023 and is subject to a borrowing base. The only financial
covenant is a springing FCCR which is expected to be set at 1.0
times and effective anytime excess availability is less than 10% of
the lesser of the borrowing base or the full limit or $5 million.
The covenant has been set with good cushion and the company is
expected to remain in compliance over the next 12 months. The
company does not experience material seasonality throughout the
year. Most assets are fully encumbered by the secured debt leaving
little in the way of alternate liquidity. The nearest significant
debt maturity is the $50 million revolver scheduled to expire in
March 2023.
The stable outlook reflects an expectation that management will
execute on its operating plane and maintain credit metrics and
liquidity at levels within the rating category over the next 12
months.
The ratings or outlook could be upgraded if the company sustainably
improves its credit metrics within the context of a stable
operating and competitive environment. Any upgrade would also be
contingent upon the maintenance of good liquidity.
Specifically, the rating could be upgraded if:
* Debt/EBITDA declined below 5.8 times
* Funds from operations to debt remained above 9.0%
* EBITDA to interest coverage rose above 2.75 times
The ratings could be downgraded if credit metrics, liquidity or the
operating and competitive environment deteriorate. The ratings
could also be downgraded if the company became more financially
aggressive including undertaking debt financed dividends or
acquisitions. Specifically, the rating could be downgraded if:
* Debt/EBITDA rises above 6.5 times
* Funds from operations to debt declines below 7.0%
* EBITDA to interest coverage declines below 2.0 times
Headquartered in Green Bay, WI, W/S Packaging Group, Inc is a
provider of pressure sensitive labels, flexible film packaging and
other packaging solutions for the food and beverage, health and
beauty, and consumer products markets. Approximately 96% of the
company's revenue is generated in the US with the remainder
primarily from Canada, Europe and Mexico. W/S Packaging generates
approximately 70% of sales from pressure sensitive labels. Paper is
the primary substrate. Revenue for the twelve months ended December
31, 2017 was approximately $431 million. W/S has been a portfolio
company of Platinum Equity since 2017.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
WC PRIME: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of WC Prime Investors, LLC, as of March 28,
according to a court docket.
About WC Prime Investors LLC and Worthington
Georgia Holdings LLC
WC Prime Investors, LLC and Worthington Georgia Holdings, LLC,
lease various real estate properties in Marietta, Georgia.
WC Prime Investors and Worthington Georgia Holdings sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Case Nos. 18-52904 and 18-52907) on Feb. 21, 2018.
In the petitions signed by Thomas Roberts, manager, WC Prime
Investors disclosed $4.31 million in assets and $4.43 million in
liabilities; and Worthington Georgia disclosed $4.85 million in
assets and $4.93 million in liabilities.
Judge Lisa Ritchey Craig presides over the cases.
WEINSTEIN COMPANY: U.S. Trustee Forms 5-Member Committee
--------------------------------------------------------
The Office of the U.S. Trustee for Region 3 on March 28 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of The Weinstein Company Holdings
LLC and its affiliates.
The committee members are:
(1) Louisette Geiss
(2) Sandeep Rehal
(3) Access Digital Cinema
Phase 2 Corp c/o Cinedigm
Attn: Frank Lupo
45 West 36th Street, 7th Floor
New York, NY 10018
Phone: 646-259-4123
(4) Light Chaser Animation
Attn: Zhou Yu
Section D, Art Base One
Shunbai Road, Chaoyang District
Beijing, China
Phone: 86-13801-184301
(5) William Morris Endeavor Entertainment
Attn: Tom McGuire and Lori Odiermo
9601 Wilshire Blvd.
Beverly Hills, CA 90210
Phone: 310-248-3022
Fax: 310-248-5022
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About 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.
WESTINGHOUSE ELECTRIC: Has Until Oct. 1 To Exclusively File Plan
----------------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York to extend, at the behest of
Westinghouse Electric Company LLC and certain of its affiliates,
the Debtors' exclusive periods to propose and solicit votes on a
plan to Oct. 1, 2018 and Nov. 29, 2018, respectively.
As reported by the Troubled Company Reporter on March 19, 2018, the
Debtors proposed on Jan. 29, 2018, a Chapter 11 plan that is
supported by all of their major constituencies. The Debtors are
committed to moving quickly through the confirmation process and
towards consummation of their plan. The Debtors asserted that a
further extension of the Statutory Exclusivity Periods is
reasonable in light of the Debtors' significant progress towards
building consensus amongst key constituencies and developing and
confirming a feasible, value-maximizing plan of reorganization in
these complex Chapter 11 cases.
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S.-based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
the Debtors' chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
The Debtors retained PricewaterhouseCoopers LLP as independent
auditor and tax services provider to perform audit services in
connection with Toshiba Nuclear Energy Holdings (US) Inc. and
Toshiba Nuclear Energy Holdings (UK) Ltd.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc., serves as its investment banker.
WESTINGHOUSE ELECTRIC: Judge OK's Brookfield's $4.6-Bil. Deal
-------------------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that Judge Michael Wiles of the U.S.
Bankruptcy Court in New York approved Brookfield Business
PartnersLP's $4.6 billion acquisition of Westinghouse Electric Co.,
setting up the company's exit from bankruptcy under new ownership.
According to the report, the judge said he will sign off on
Westinghouse’s chapter 11 plan of reorganization which includes
the Brookfield transaction and a settlement with creditors over how
proceeds from the sale will be divvied up.
The deal still must be approved by U.S. regulators, the report
related. Westinghouse has said it expects the deal with Brookfield
to close in the third quarter, subject to receiving regulatory
approval and satisfying other closing conditions, the report
further related.
Court approval of the deal caps a turbulent year for Westinghouse
and gives the business a chance at a fresh start with a new owner,
the Journal noted. The deal will be financed by roughly $1 billion
in equity and $3 billion in long-term debt and the assumption of
other obligations, the report cited Brookfield.
"This is truly a remarkable accomplishment given the complexity of
the case," the news agency cited Judge Wiles as saying during a
court hearing in Manhattan.
The sale to Brookfield helps Toshiba, a Japanese conglomerate,
lower its tax bill and improve its balance sheet, the report
related. Toshiba's claims in the bankruptcy were ultimately
acquired by an investment group led by Boston hedge fund Baupost
Group LLC, the report added.
"Toshiba is basically getting a divorce from Westinghouse," Van
Durrer, Esq., a bankruptcy lawyer at Skadden, Arps, Slate, Meagher
& Flom LLP who is representing Toshiba, said during the hearing,
the report cited.
Toshiba acquired Westinghouse in 2006
The bankruptcy plan includes settlements over how sale proceeds
will be split up between Westinghouse and a committee representing
unsecured creditors, the report said. The plan provides $3.7
billion in cash to its creditors and pays back an $800 million
bankruptcy loan provide by private-equity firm Apollo Global
Management, the report added.
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S.-based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
the Debtors' chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
The Debtors retained PricewaterhouseCoopers LLP as independent
auditor and tax services provider to perform audit services in
connection with Toshiba Nuclear Energy Holdings (US) Inc. and
Toshiba Nuclear Energy Holdings (UK) Ltd.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc., serves as its investment banker.
WILL NELSON: MDM Investments Buying Memphis Property for $25K
-------------------------------------------------------------
Will J. Nelson and Hattie N. Nelson ask the U.S. Bankruptcy Court
for the Western District of Tennessee to authorize their sale of
the real property located at 0 Abel Street, Memphis, Tennessee,
more particularly described as Part of Lot No. 7 in Block 10 of
Butler Addition Subdivision, and as further detailed in the Quit
Claim Deed recorded with the Shelby County Register of Deeds at
Instrument No. 09033247 and bearing Tax Parcel ID No. 00502200017,
to MDM Investments of Memphis, LLC for $25,000.
The Debtors were the sole members of W and H, LLC prior to the
Secretary of State of Tennessee administratively dissolving the
LLC. Although still titled in W and H, LLC's name, the Debtors own
the Property. The Property is an undeveloped lot located on the
east side of Abel Street and is appraised by the Shelby County
Assessor for $3,000.
Pursuant to 11 U.S.C. Section 541, W and H, LLC's interest in the
Property is not a part of the Debtors' bankruptcy estate due to its
dissolution; however, their interest in the Property is included in
the bankruptcy estate.
The Debtors obtained a contract for sale of the Property from the
Buyer for the sum of $25,000, with $1,000 as earnest money deposit.
The parties have entered into the Lot/Land Purchase and Sale
Agreement. Pursuant to the Agreement, the closing will be on May
5, 2018.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Will_Nelson_136_Sales.pdf
The Debtors believe the sales price obtained reflects the current
market value, is the best sales price obtainable at this juncture,
and it is in the best interest of Debtors to sell said property.
That First Alliance Bank, the mortgage holder on said property,
does not join Debtors in this Motion, but consents to the relief
sought and approves the sale of the Property.
The Debtors file the Motion concurrently with a Motion to Approve
the Sale of 394 Abel Street (Parcel ID No. 00502200021) and
pursuant to the Agreed Order on Motion of First Alliance Bank for
Relief from the Automatic Stay and Abandonment of Property of the
Estate entered Feb. 26, 2018, the Debtors agree to tender to First
Alliance Bank the net sales proceeds of the properties and First
Alliance Bank agrees to release its lien as to the properties
conditioned upon receiving $40,000 or the net proceeds of the sale
of the two properties, whichever is greater.
In re Will J. Nelson and Hattie N. Nelson (Bankr. W.D. Tenn. Case
No. 17-20831).
ZANE STATE: Moody's Cuts Gen. Receipts Improvement Bonds to Ba1
---------------------------------------------------------------
Moody's Investors Services has downgraded Zane State College's (OH)
(ZSC) approximately $7 million of outstanding General Receipts
Improvement Bonds to Ba1 from Baa3 and maintained the negative
outlook. At the same time, Moody's have affirmed the college's Aa2
enhanced rating.
RATINGS RATIONALE
The downgrade to Ba1 reflects ongoing material operating deficits,
leading to debt service coverage of below one times since 2013 and
a 60% reduction in liquidity over the past five years. The
inability to reduce expenses to counter declining net tuition
revenue has contributed to negative operating cash flow, in three
of the last five years. Management reports that it is currently
likely to miss its budget for fiscal 2018 by $1 million, a
substantial amount given just $4.2 million of remaining liquidity
as of fiscal 2017. Offsetting credit factors include the college's
role as an educational provider for 3 counties, some remaining
unrestricted reserves and a comparatively moderate amount of debt,
with debt service consuming just 2.4% of operating expenses.
Further, the state has a mechanism to increase financial oversight
and monitoring in the case of severe financial distress.
The mechanics are sound for the enhancement program and
interceptable state share of instruction (SSI) provides a robust
22.7 times coverage of the college's debt service.
RATING OUTLOOK
The negative outlook reflects Moody's expectation for further
operating deficits leading to a further reduction of reserves.
The stable outlook for the enhanced rating is based on the outlook
for the Ohio Board of Regents State Credit Enhancement Program.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Return to positive operating margin and greater than one times
coverage of debt service from cash flow
- Upgrade of the Ohio Board of Regents State Credit Enhancement
Program (for enhanced rating)
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Failure to improve operating margin
- Deterioration of total cash and investments or spendable cash
and investments
- Downgrade of the Ohio Board of Regents State Credit Enhancement
Program (for enhanced rating)
LEGAL SECURITY
All rated debt is General Receipt Bonds which are secured by a
gross pledge and first lien on the college's general receipts,
including tuition and fees, and other legally available revenue,
but excluding state appropriations, and restricted gifts and
grants.
In addition to the general receipts pledge for the bonds, the bonds
are secured by the Ohio Board of Regents State Credit Enhancement
Program, which allows the Chancellor of the Ohio Department of
Higher Education to redirect the college's state aid in the form of
SSI to the bond trustee to pay debt service if there is a shortfall
in general receipts revenue.
USE OF PROCEEDS
Not applicable.
PROFILE
Zane State College is an open admissions college serving three
counties and 14 school districts with two physical locations in
Zanesville and Cambridge. The college is funded primarily by a
combination of student charges and state appropriations. The
college serves over 2,500 students with operating revenues of
approximately $20 million.
METHODOLOGY
The principal methodology used in the underlying rating was
Community College Revenue-Backed Debt published in June 2016. The
principal methodology used in the enhanced rating was State Aid
Intercept Programs and Financings published in December 2017.
[^] BOND PRICING: For the Week from March 26 to 30, 2018
--------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
Alpha Appalachia
Holdings Inc ANR 3.250 2.048 8/1/2015
American Eagle Energy Corp AMZG 11.000 1.148 9/1/2019
Appvion Inc APPPAP 9.000 8.798 6/1/2020
Appvion Inc APPPAP 9.000 8.798 6/1/2020
Avaya Inc AVYA 10.500 4.358 3/1/2021
Avaya Inc AVYA 10.500 4.358 3/1/2021
BI-LO LLC /
BI-LO Finance Corp BILOLF 8.625 55.496 9/15/2018
BI-LO LLC / BI-LO
Finance Corp BILOLF 8.625 56.500 9/15/2018
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 18.500 6/15/2021
Bruce Mansfield Unit 1 2007
Pass Through Trust FE 6.850 30.643 6/1/2034
Cenveo Corp CVO 6.000 45.500 8/1/2019
Cenveo Corp CVO 8.500 9.813 9/15/2022
Cenveo Corp CVO 6.000 1.000 5/15/2024
Cenveo Corp CVO 6.000 50.500 8/1/2019
Cenveo Corp CVO 8.500 10.500 9/15/2022
Claire's Stores Inc CLE 9.000 53.610 3/15/2019
Claire's Stores Inc CLE 8.875 10.190 3/15/2019
Claire's Stores Inc CLE 7.750 10.000 6/1/2020
Claire's Stores Inc CLE 9.000 58.250 3/15/2019
Claire's Stores Inc CLE 7.750 10.000 6/1/2020
Claire's Stores Inc CLE 9.000 54.430 3/15/2019
Cobalt International
Energy Inc CIEI 3.125 1.500 5/15/2024
Cobalt International
Energy Inc CIEI 2.625 1.750 12/1/2019
Cumulus Media Holdings Inc CMLS 7.750 21.000 5/1/2019
DBP Holding Corp DBPHLD 7.750 54.750 10/15/2020
DBP Holding Corp DBPHLD 7.750 55.000 10/15/2020
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 45.800 4/15/2019
EXCO Resources Inc XCOO 8.500 9.050 4/15/2022
Egalet Corp EGLT 5.500 37.000 4/1/2020
Emergent Capital Inc EMGC 8.500 62.894 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 37.525 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 37.500 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 37.525 12/1/2018
FGI Operating Co LLC /
FGI Finance Inc GUN 7.875 25.659 5/1/2020
FirstEnergy Solutions Corp FE 6.050 31.853 8/15/2021
FirstEnergy Solutions Corp FE 6.050 33.374 8/15/2021
FirstEnergy Solutions Corp FE 6.050 33.374 8/15/2021
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Freeport-McMoran Oil
& Gas LLC / FCX
Oil & Gas Inc FCX 6.875 102.960 2/15/2023
GenOn Energy Inc GENONE 9.500 80.000 10/15/2018
GenOn Energy Inc GENONE 9.500 80.000 10/15/2018
GenOn Energy Inc GENONE 9.500 79.000 10/15/2018
Gibson Brands Inc GIBSON 8.875 79.034 8/1/2018
Gibson Brands Inc GIBSON 8.875 79.936 8/1/2018
Gibson Brands Inc GIBSON 8.875 79.989 8/1/2018
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Illinois Power
Generating Co DYN 6.300 33.375 4/1/2020
Interactive Network Inc /
FriendFinder Networks Inc FFNT 14.000 70.250 12/20/2018
IronGate Energy Services LLC IRONGT 11.000 32.625 7/1/2018
IronGate Energy Services LLC IRONGT 11.000 31.250 7/1/2018
IronGate Energy Services LLC IRONGT 11.000 32.625 7/1/2018
IronGate Energy Services LLC IRONGT 11.000 32.497 7/1/2018
Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019
Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Linc USA GP / Linc
Energy Finance USA Inc LNCAU 9.625 2.000 10/31/2017
MF Global Holdings Ltd MF 3.375 30.250 8/1/2018
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 14.000 7/1/2026
Midstates Petroleum Co Inc /
Midstates Petroleum Co LLC MPO 10.750 4.107 10/1/2020
Molycorp Inc MCP 10.000 1.301 6/1/2020
Murray Energy Corp MURREN 11.250 38.293 4/15/2021
Murray Energy Corp MURREN 11.250 40.057 4/15/2021
Murray Energy Corp MURREN 9.500 37.750 12/5/2020
Murray Energy Corp MURREN 9.500 37.750 12/5/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 7.029 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 7.029 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 7.029 5/15/2019
Nine West Holdings Inc JNY 8.250 7.795 3/15/2019
Nine West Holdings Inc JNY 6.875 6.144 3/15/2019
Nine West Holdings Inc JNY 6.125 9.000 11/15/2034
Nine West Holdings Inc JNY 8.250 8.356 3/15/2019
OMX Timber Finance
Investments II LLC OMX 5.540 6.459 1/29/2020
Orexigen Therapeutics Inc OREX 2.750 6.500 12/1/2020
Orexigen Therapeutics Inc OREX 2.750 14.472 12/1/2020
PaperWorks Industries Inc PAPWRK 9.500 54.000 8/15/2019
PaperWorks Industries Inc PAPWRK 9.500 50.625 8/15/2019
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
Real Alloy Holding Inc RELYQ 10.000 65.638 1/15/2019
Real Alloy Holding Inc RELYQ 10.000 65.638 1/15/2019
Renco Metals Inc RENCO 11.500 26.750 7/1/2003
Rex Energy Corp REXX 8.875 24.203 12/1/2020
Rex Energy Corp REXX 6.250 31.405 8/1/2022
SAExploration Holdings Inc SAEX 10.000 56.367 7/15/2019
SandRidge Energy Inc SD 7.500 1.170 2/15/2023
Sears Holdings Corp SHLD 6.625 69.147 10/15/2018
Sears Holdings Corp SHLD 8.000 32.851 12/15/2019
Sears Holdings Corp SHLD 6.625 69.802 10/15/2018
Sears Holdings Corp SHLD 6.625 69.802 10/15/2018
Sempra Texas Holdings Corp TXU 6.500 13.155 11/15/2024
Sempra Texas Holdings Corp TXU 6.550 13.168 11/15/2034
Sempra Texas Holdings Corp TXU 5.550 13.428 11/15/2014
SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.750 7/1/2019
SiTV LLC / SiTV Finance Inc NUVOTV 10.375 64.375 7/1/2019
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy Operations
Inc/DE SCTY 2.650 84.796 4/23/2018
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 1.000 10/1/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 0.897 10/1/2020
Toys R Us - Delaware Inc TOY 8.750 15.563 9/1/2021
Transworld Systems Inc TSIACQ 9.500 26.500 8/15/2021
Transworld Systems Inc TSIACQ 9.500 27.750 8/15/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Westmoreland Coal Co WLB 8.750 38.182 1/1/2022
Westmoreland Coal Co WLB 8.750 38.181 1/1/2022
iHeartCommunications Inc IHRT 14.000 14.750 2/1/2021
iHeartCommunications Inc IHRT 7.250 18.250 10/15/2027
iHeartCommunications Inc IHRT 14.000 14.682 2/1/2021
iHeartCommunications Inc IHRT 14.000 14.682 2/1/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
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