/raid1/www/Hosts/bankrupt/TCR_Public/180502.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, May 2, 2018, Vol. 22, No. 121
Headlines
264 LAGOON: Exclusive Plan Filing Period Extended to July 27
3600 ASHE: Seeks August 23 Exclusive Plan Filing Period Extension
417 RENTALS: BancorpSouth Objects to Plan, Disclosure Statement
417 RENTALS: Legacy Bank Objects to Plan, Disclosure Statement
ALLIANCE RESOURCE: S&P Affirms 'BB+' CCR, Outlook Stable
AMERICAN CRYOSTEM: Signs Licensing Deal with Thailand's Cryoviva
AMERICAN DENTAL: Creditors to Get $2,050 Per Month Over 12 Months
BLACK IRON: Pending Litigation Delays Plan Filing
BLACK KNIGHT: S&P Alters Outlook to Positive & Affirms 'BB' CCR
BLUE BEE: Allowed to Continue Using Cash Collateral Through July 21
BON-TON STORES: GAG, Tiger, Wilmington to Acquire Rights to Assets
BRIGHT MOUNTAIN: Hires EisnerAmper to Replace Liggett as Auditors
CALVIN GILL: Litigation Over Cash Collateral Delays Plan Filing
CARIBEL USA ALLOYS: Seeks Authority to Use Cash Collateral
CARLETON FARMS: Wants to Use $511K Cash Collateral Until May 27
CARTEL MANAGEMENT: Wants to Maintain Plan Exclusivity Until June 30
CELADON GROUP: Negotiates Terms of $300 Million New Financing
CHINA FISHERY: Court Approves Intercompany Claims Settlement
CLEVELAND-CLIFFS: S&P Alters Outlook to Stable, Affirms 'B' CCR
COASTAL MENTAL: Hires Joel M Aresty PA as Attorney
COMSTOCK RESOURCES: Signs LOI with Dallas Cowboys Owner Jerry Jones
COMSTOCK RESOURCES: Withdraws Tender Offers for Secured Notes
CORBETT-FRAME INC: Cash Collateral Use for April 2018 Budget Okayed
CYCLONE CATTLE: Hires Bradshaw Fowler as Reorganization Counsel
CYCLONE CATTLE: Hires Northwest Financial Consulting as Advisor
DLS CHICKEN: Hires Denis L. Abramowitz CPA PLLC as Accountant
DPW HOLDINGS: Expects 10,000 Bitcoin Miners by End of 2018
ECLIPSE BERRY: Needs More Time to Evaluate Claims
EIHAB H TAWFIK: Seeks Authorization to Use Cash Collateral
ELECTRONIC SERVICE: Seeks Approval of Cash Collateral Stipulation
ERIN ENERGY: Aims to File Reorganization Plan in Near Term
FAIR ISAAC: S&P Assigns 'BB+' Corp Credit Rating, Outlook Stable
FORASTERO INC: Hires Richard R Robles, PA, as Attorney
FUNCTION(X) INC: Compensation Package for CEO Sillerman Okayed
FUNCTION(X) INC: Iliad Agrees to Forbearance Thru July 1
GETHSEMANE MINISTRIES: Hires Calaiaro Valencik as Counsel
GFL ENVIRONMENTAL: S&P Affirms 'B' CCR, Outlook Stable
GIBSON BRANDS: Files Pre-Negotiated Ch.11 Case, Has $135M DIP Loan
GLOBAL HOTELS: Has Final Authorization to Use Cash Collateral
GNC HOLDINGS: Posts $6.19 Million Net Income in First Quarter
GREEN FLASH: New Realm Buys Virginia Beach Brewing Equipment
HATSWELL FARMS: Hires Bradshaw Fowler as Reorganization Counsel
HATSWELL FARMS: Hires Northwest Financial Consulting as Advisor
HH CINCINNATI: Foreclosure Sale Scheduled for June 12
HUSA INC: Hires Dill and Dill as Special Counsel
ICONIX BRAND: Stockholders Approve Authorized Common Shares Hike
IHEARTMEDIA INC: Committee Taps Akin Gump as Legal Counsel
IHEARTMEDIA INC: Committee Taps FTI as Financial Advisor
IHEARTMEDIA INC: Committee Taps Jefferies as Investment Banker
INFINITE SERVICES: Gets Final Nod to Use BB&T Cash Collateral
INPIXON: CVI Investments & Heights Capital Have 9.9% Stake
INPIXON: Registers 3.1M Shares for Issuance Under Incentive Plans
KEAST ENTERPRISES: Hires Bradshaw Fowler as Reorganization Counsel
KEAST ENTERPRISES: Hires Northwest Financial as Advisor
KRUGER PRODUCTS: DBRS Finalizes 'BB' Issuer Rating, Trend Stable
LIBERTY INDUSTRIES: Seeks Permission to Use Regions Cash Collateral
LNB-015-13 LLC: Has Until June 14 to Exclusively File Plan
LNB-015-13 LLC: Plan Delayed Due to Deutsche Bank Appraisal
LOCKWOOD HOLDINGS: Talks With Prepetition Lender Delay Plan Filing
LONGO COMMERCIAL: Needs Time to Seek New Business Opportunities
MARKPOL DISTRIBUTORS: Court Inked 4th Interim Cash Collateral Order
MCCLATCHY CO: Enters Term Sheet Framework Agreement with Chatham
MCCLATCHY CO: Narrows Net Loss to $38.9 Million in First Quarter
MEMCO INC: Seeks Authorization to Use Cash Collateral
MOUNTAIN CRANE: Taps Calaway Capital as Consultant
NORTHERN OIL: Will Buy Oil & Gas Properties in Williston Basin
NOVABAY PHARMACEUTICALS: Chief Commercial Officer Will Resign
NOVAN INC: Appoints Andrew Novak as Chief Accounting Officer
NOVAN INC: BDO USA Replaces PricewaterhouseCoopers as Accountants
NOVAN INC: Incurs $37.1 Million Net Loss in 2017
OMNIA PARTNERS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
OSHER AND OSHER: Asks Court to Approve Disclosure Statement
OVERLAND HOTEL: S&P Affirms 'BB+' Rating on 1st-Tier 2007A Bonds
P3 FOODS: Prohibited From Further Use of Cash Collateral
PRECIPIO INC: Amends Current Report on $3 Million Debt Facility
PRECIPIO INC: Will Hold a Shareholder Conference Call on April 30
PRIME HOTEL: Delays Plan to Reconcile DS 17 Secured Claims
PRO TANK PRODUCTS: Has Until May 11 to Exclusively File Plan
PRODUCTION PATTERN: May Enter Into Premium Finance Pact With FIFC
QUALITY CARE: Will be Acquired by Welltower for $20.75 Per Share
QUALITY CARE: Will be Acquired by Welltower in All-Cash Merger
QUIMERA RESTAURANT: Seeks Approval to Access Tapas Cash Collateral
R & S ST. ROSE: Court Extends Time to File Briefs in BB&T Case
REAL INDUSTRY: Warrant Holders Object to 210 Capital Plan
REMINGTON OUTDOOR: US Trustee & SEC Object to Plan
ROSENBAUM FARM: Needs 60-Day Extension of Solicitation Period
RPA MANAGEMENT: Seeks Authority for Interim Use of Cash Collateral
RUBY RED: Unsecured Creditors to Recoup 0.5% Under Plan
S&F MEAT: Seeks to Hire Wm. F. Comly as Appraiser
S&F MEAT: Taps Mastroieni as Real Estate Appraiser
SCG MADILL: Has Until June 1 to Exclusively File Plan
SECOND PHOENIX: Needs Time for Approval of Settlement Stipulation
SHIRAZ HOLDINGS: Has Until June 1 to Solicit Acceptances of Plan
SMART WORLDWIDE: S&P Alters Outlook to Positive & Affirms 'B+' CCR
SOUTH COAST: Proposal to Use Cash Collateral Withdrawn
SPECTRUM BRANDS: S&P Cuts Corp Credit Rating to B+, Outlook Stable
SPRINT CORP: S&P Places 'B' CCR on Watch Positive on T-Mobile Deal
STINAR HG: Seeks Approval of FMCC Cash Collateral Stipulation
T-MOBILE US: S&P Places 'BB+' CCR on Watch Negative on Sprint Deal
THORCO INC: Has Until May 24 to Exclusively File Plan
TOP TIER SITE: Committee Taps Verdolino as Financial Advisor
TOWN SPORTS: Posts First Quarter Net Income of $1.12 Million
TOYS "R" US: Canadian Unit Receives Court Approval for Sale
UNITED SITE: May 29 Plan Confirmation Hearing Set
WAGGONER CATTLE: Seeks Authority on Interim Use of Cash Collateral
WESTMORELAND RESOURCE: Scott Henry Assumes Interim PFO Position
WILKINSON FLOOR: Admin. Convenience Creditors to Get $75,000
WJDDDS LLC: Has Authorization to Use Cash Collateral
XTRALIGHT MANUFACTURING: May Use Cash Collateral on Interim Basis
YINGLI GREEN: Reports Full Year 2017 Net Loss of RMB3.31 Billion
[*] BakerHostetler Adds C. Carolan as Partner to Debt Finance Unit
*********
264 LAGOON: Exclusive Plan Filing Period Extended to July 27
------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida has extended the exclusive period for
264 Lagoon Dr Lido Beach NY LLC to file a plan 90 days to July 27,
2018.
As reported by the Troubled Company Reporter on April 26, 2018, the
Debtor asked the Court for a 90 days extension of exclusivity
within which to negotiate with creditors, file plan and disclosure
statement, and solicit acceptances of a plan. The Debtor told the
Court that it is investigating the Bank's claim that was filed on
March 20, 2018 because Wells Fargo was scheduled but SRMOF II
2011-1 Trust filed the claim. Moreover, the Debtor and Lender have
been preliminarily exploring a consensual plan, but additional time
is needed, and perhaps mediation.
About 264 Lagoon Dr Lido Beach
Based in Miami Beach, Florida, 264 Lagoon Dr Lido Beach NY LLC
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-23136) on
Oct. 30, 2017, estimating under $1 million both in assets and
liabilities. Yonel Devico, MGR, signed the petition. The Debtor
is represented by Joel M. Aresty, Esq., of Joel M. Aresty, PA, as
counsel. An official committee of unsecured creditors has not yet
been appointed in the Chapter 11 case.
3600 ASHE: Seeks August 23 Exclusive Plan Filing Period Extension
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3600 Ashe, LLC requests the U.S. Bankruptcy Court for the Central
District of California to extend for an additional 120 days (a) the
Debtor's exclusive period to file a plan to and including August
23, 2018, and (b) the Debtor's exclusive period to solicit votes on
a plan to and including Oct. 22, 2018.
A hearing on the Debtor's request for extensions of the Exclusivity
Periods will take place on May 30, 2018, at 2:00 p.m.
3600 Ashe, LLC is formed in March 2015 by members Stephen Hall and
Brad Wiedmann for the purpose of acquiring, renovating, and leasing
a set of condominium units within a 33-unit complex located at 3600
Ashe Road, Bakersfield, California 93309. Hall is currently the
sole managing member of the Debtor following the resignation of Mr.
Wiedmann as a managing member prior to the filing of the Debtor's
petition.
The Debtor relates that prior to the filing of its petition,
unbeknownst to Mr. Hall, the Debtor's business fell into a state of
disarray over the course of 2017. Mr. Hall's discovery of the
Debtor's conditions in late November and early December 2017
ultimately prompted him to call an emergency board meeting on
December 6, during which Mr. Wiedmann resigned as a managing member
effective immediately.
Following Mr. Wiedmann's resignation, the Debtor contends that Mr.
Hall did not have possession of most of the Debtor's business
records and did not precisely know where he could locate or obtain
such records, which prevented him from fully understanding the
state of the Debtor's business and financial affairs. For the first
few months following the Petition Date, Mr. Hall has had to
dedicate a significant amount of time and resources to locating and
obtaining any and all documents relating to the Debtor.
In early January 2018, Mr. Hall also hired, at his personal
expense, (1) Bonnie Stern, a bookkeeper, to compile all of the
Debtor's financial transactions and reconstruct the Debtor's
general ledger from 2015 through 2017 and (2) the accountancy firm
Kinsel Forensic Accounting LLP to perform a forensic accounting
investigation and analysis of the Debtor's books and records. As he
located and obtained documents, Mr. Hall promptly turned them over
to Ms. Stern for her project, who completed compiling the Debtor's
financial transactions and reconstructing the Debtor's general
ledger in mid-March 2018.
The Debtor asserts that once Ms. Kinsel has finished her
investigation, the Debtor will be able to, among other things, (1)
produce prepetition financial statements, including a balance sheet
and profit-and-loss statement, (2) better and more accurately
identify its creditors and calculate the amounts that have been
repaid to them and the amounts that they are still owed, and (3)
identify transfers to insiders and non-insiders within the
applicable lookback periods, and evaluate whether those transfers
are avoidable as preferences or fraudulent transfers.
But until the investigation is completed, the Debtor tells the
Court that it will be unable to amend its schedules, statement of
financial affairs, or monthly operating reports or prepare a
disclosure statement that contains sufficient information regarding
the Debtor's business and financial affairs.
Moreover, the Debtor believes that it will likely finalize a
financing arrangement in the upcoming weeks. The Debtor has been
attempting to secure post-petition financing over the past two
months. Particularly, Mr. Hall has approached and spoken with two
potential lenders, who he had previously worked with, to gauge
their interest in extending financing to the Debtor. While the
first lender had no interest (as it was not in the business of
offering debtor-in-possession financing), the second lender,
however, was interested. At this time, the Debtor is currently
waiting for the lender to present a term sheet, which will likely
occur at the end of this week.
At this time, the Debtor intends to sell the Condominium Units once
at least half of the Units are leased and occupied. The Debtor has
also retained Ruby Jewel, Inc. d/b/a The Fox Group as its property
manager and real estate broker in connection with the marketing and
sale of the Condominium Units. Since its retention, the Fox Group
has actively marketed the Debtor Units, including hosting viewings
of the Units for three interested third parties in the past month.
Following the viewings, two of the interested third parties remain
interested, but the Debtor has not received any offers to date.
Thus, given the Debtor's efforts to move this case forward and this
being Debtor's first request for extensions of the Exclusivity
Periods, the Debtor submits that cause exists to approve the
requested extensions and that the extensions are reasonable and
appropriate under the circumstances.
About 3600 Ashe, LLC
3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the
petition signed by Stephen Hall, managing member, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Deborah J. Saltzman presides over the case. Dean G.
Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten
LLP, serves as bankruptcy counsel to the Debtor.
417 RENTALS: BancorpSouth Objects to Plan, Disclosure Statement
---------------------------------------------------------------
BancorpSouth Bank objects to the approval of the disclosure
statement and confirmation of the Chapter 11 plan of 417 Rentals,
LLC, saying it does not consent to the treatment of its secured
claims.
BancorpSouth filed four proofs of claim for the Debtor's loans with
a principal amount totaling $$814,924. The Plan proposes to treat
BancorpSouth's four secured claims as fully secured, and payable in
interest-only installments for the first 30 months at the contract
rate, and thereafter, in installments of principal and interest for
months 31-60.
BancorpSouth is represented by:
Rodney H. Nichols, Esq.
Eric L. Johnson, Esq.
SPENCER FANE LLP
2144 E. Republic Road, Suite B300
Springfield, MO 65804
Tel: (417) 888-1000
About 417 Rentals
Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held
company in the real estate rental service industry. 417 Rentals
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley,
its member, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan &
Chapman, LLC, serves as the Debtor's bankruptcy counsel. Joseph
Christopher Greene, Esq., is the Debtor's litigation counsel.
417 RENTALS: Legacy Bank Objects to Plan, Disclosure Statement
--------------------------------------------------------------
Legacy Bank and Trust objects to the approval of the disclosure
statement and confirmation of the Chapter 11 Plan of 417 Rentals,
LLC, saying it does not consent to the treatment of its claims
under the Plan.
Legacy filed three proofs of claim for the amounts owed by the
Debtor under three loan agreements with a total principal amount of
$1,360,000. The Plan proposes to treat Legacy's claims as fully
secured, and payable in interest-only installments for the first 30
months at the contract rate, and thereafter, in installments of
principal and interest for months 31-60. Legacy does not agree to
have its claims impaired.
Legacy Bank is represented by:
Rodney H. Nichols, Esq.
Eric L. Johnson, Esq.
SPENCER FANE LLP
2144 E. Republic Road, Suite B300
Springfield, MO 65804
Tel: (417) 888-1000
About 417 Rentals
Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held
company in the real estate rental service industry. 417 Rentals
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley,
its member, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan &
Chapman, LLC, serves as the Debtor's bankruptcy counsel. Joseph
Christopher Greene, Esq., is the Debtor's litigation counsel.
ALLIANCE RESOURCE: S&P Affirms 'BB+' CCR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Tulsa, Okla.-based Alliance Resource Partners L.P. (Alliance) The
outlook is stable.
S&P said, "At the same time, we raised the issue-level rating on
the company's senior unsecured debt ($400 million in 7.5% senior
unsecured notes due in 2025) to 'BB' from 'BB-'. The recovery
rating on the debt is revised to '5' from '6', reflecting our
expectation of modest recovery (10%-30%; rounded estimate: 10%) in
the event of default. Alliance Resource Operating Partners L.P. and
Alliance Resource Finance Corp. are the issuers of the notes.
"We are affirming our rating on Alliance based on consistent
operating and financial results. Alliance has consistently achieved
EBITDA margins above 30% and we anticipate the same over at least
the next year. We also expect adjusted leverage to remain just
below 1.5x over the next year, with moderately lower average
realized coal prices partially offset by increasing production.
"The stable outlook is based on our expectation of continued
stability in Alliance's credit measures, including end-of-year debt
(including $270 million in adjustments) to EBITDA just below 1.5x.
Although we anticipate that average realized coal prices will fall
moderately in 2018, we believe this will be partially offset by
increased production and Alliance's credit measures, which we
expect will remain commensurate with the rating over the next
year.
"We could assign a lower rating if leverage rose above 2x,
particularly if free operating cash flow (operating cash flow less
capital spending) were negative. This would be associated with
adjusted EBITDA below $410 million, which could happen if
operations at one of the high production mining complexes is
disrupted or production volumes decrease due to a weakening
economy.
"An upgrade is less likely over the next year, given our view that
opportunities to grow a thermal coal business over the long term
are limited. We could however raise the rating if leverage remains
below 2x and the company achieves a larger operating scale, scope,
and diversity. This could be associated with meaningful expansion
into secondary lines of business such as the current mineral and
oil and gas investments."
AMERICAN CRYOSTEM: Signs Licensing Deal with Thailand's Cryoviva
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American CryoStem Corporation announced further expansion of its
global laboratory and cellular technology footprint by entering
into an agreement to license its ATGRAFT and ATCELL adipose tissue
(fat) processing and storage technologies with Cryoviva (Thailand)
Ltd., a Bangkok, Thailand-based Cord Blood processing and storage
facility. Cryoviva, Thailand, currently offers collection,
processing and storage of Cord Blood derived biologics to patients
throughout Thailand and South East Asia.
American CryoStem has licensed to Cryoviva (Thailand) Ltd.,
established in 2007, the rights to utilize the Company's Standard
Operating Procedures (SOP's) to create and market the Company's
ATGRAFT tissue storage service and ATCELL adipose derived stem cell
processing and storage services in Thailand. The financial terms
generally, call for the payment of certain training fees and, a
percentage of the gross revenue subject to annual minimum payments
generated from our products. Additionally, the Agreement calls for
the purchase of CRYO consumable products required for ATGRAFT and
ATCELL sample processing including CRYO's ACSelerate non-DMSO
cryogenic tissue storage media, transportation media, Cellect
tissue collection kit, and ACSelerate -- Max cell culture medium.
John Arnone, CEO of American CryoStem commented "We are pleased to
announce our fourth international licensing agreement in the Asian
market for our collect-process-store-retrieve, adipose tissue and
cellular based platform with an established company of Cryoviva's
caliber and global presence. This license furthers our corporate
mission to establish a global network of laboratories operating
under a standardized platform utilizing our patented consumables
for processing." Arnone further commented, "Working with Cryoviva
in the Thailand market presents an exciting opportunity for our
technology to provide the foundational tissue processing and
cryopreservation support platform required for the advancement of
the rapidly expanding Regenerative/Personalized Medicine and Cell
Therapy market. Further, we also gain another experienced
affiliate as we work our way through US FDA and continue to develop
adipose derived cellular applications."
Anthony Dudzinski, COO of American CryoStem, added, "American
CryoStem's entry into the Thailand market represents an extension
of the Company's ongoing licensing and product distribution efforts
into new markets. This licensing agreement allows our partners to
grow and establish a foundation in the adipose tissue derived
cellular therapy market, while also providing the opportunity to
leverage our full multi-phase adipose tissue and stem cell
solution. This includes expansion, differentiation and return
methods, as well as the materials to create a true "point of care"
platform. As Thailand and the greater Asian regenerative market
continue to grow, we expect increasing distribution of our products
and services," said Dudzinski.
About Cryoviva
Cryoviva (Thailand) Ltd. was established in 2007 with the
cooperation of leading companies in the world such as Indorama
Ventures (Public) Company Limited, Thailand, Cryoviva Biotech Pvt.,
Ltd., (formerly known as Cryobanks International India) and RJ Corp
India. Cryoviva is part of a large group engaged in healthcare
comprising of stem cell banks, stem cell expansion facilities,
diagnostic labs and centres and a maternal hospital. The Company
has been certified by AABB and the ISO 9001: 2008 Quality
Management System. Cryoviva (Thailand) Co., Ltd. is the only stem
cell bank that has been approved by the Board of Investment of
Thailand (BOI) and accredited by AABB in Thailand and awarded Frost
& Sullivan's Thailand Stem Cell Company of the year for three
consecutive years between 2015-2017.
About American CryoStem Corporation
Eatontown, New Jersey-based American CryoStem Corporation (OTC:
CRYO), founded in 2008, is a biotechnology company, standardizing
adipose tissue (fat) derived technologies (Adult Stem Cells) for
the fields of Regenerative and Personalized Medicine. The Company
operates a state-of-art, FDA-registered, laboratory in New Jersey
and licensed laboratories in Hong Kong, Bangkok, Thailand, China
and Tokyo, Japan, which operate on its proprietary platform,
dedicated to the collection, processing, bio-banking, culturing and
differentiation of adipose tissue and adipose derived stem cells
(ADSCs) for current or future use in regenerative medicine. CRYO
maintains a strategic portfolio of intellectual property (IP) that
surrounds our proprietary technology which supports a growing
pipeline of stem cell applications and biologic products. The
Company is leveraging its platform and a developed product
portfolio to create a global footprint of licensed laboratory
affiliates, domestic and international physicians networks and
research organizations who purchase tissue collection, processing
and storage consumables from CRYO. The Company's laboratory stem
cell bank/line products are characterized adult human Mesenchymal
Stem Cell (MSC's) derived from adipose tissue that work in
conjunction with our patented (non-animal) medium lines. The
Company's R&D efforts are focused on university and private
collaborations to discover, develop and commercialize ADSC
therapies by utilizing our standardized
collection-processing-storage methodology and laboratory products
combined with synergistic technologies to create jointly developed
regenerative medicine applications and intellectual property. The
Company has also secured a number of online domain names relevant
to its business, including http://www.americancryostem.com/and
http://www.acslaboratories.com/
American CryoStem incurred a net loss of $1.22 million for the year
ended Sept. 30, 2017, following a net loss of $1.88 million for the
year ended Sept. 30, 2016. As of Dec. 31, 2017, American Cryostem
had $1.40 million in total assets, $1.97 billion in total
liabilities and a total shareholders' deficit of $571,240.
Fruci & Associates II, PLLC, in Spokane, Washington, issued a
"going concern" qualification in its report on the consolidated
financial statements for the year ended Sept. 30, 2017, citing that
the Company has incurred significant losses since its inception
which raises substantial doubt about the Company's ability to
continue as a going concern.
AMERICAN DENTAL: Creditors to Get $2,050 Per Month Over 12 Months
-----------------------------------------------------------------
American Dental Associates, PLLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia a Chapter 11 plan and
accompanying disclosure statement providing that for the first year
from and after the Effective Date, for so long as the Debtor has
been unable to sell or merge its practice, plan payments shall be
limited to: (i) $667 per month to the Class 1 secured creditor, the
Internal Revenue Service, (ii) $833.40 per month to the Class 2
secured creditor, Bank of America, and (iii) $550 per month to the
Class 3 creditor, Can Capital.
If, by the end of the First Plan Year, ADA has not been able to
merge or sell its practice, the Debtor will wind down the business
as quickly and practically as possible and distribute the
liquidation proceeds in accourdance with the priorities set forth
in the Bankruptcy Code.
The United States Trustee fees will accrue until the case is
closed, dismissed or converted.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb17-12155-124.pdf
About American Dental Associates
American Dental Associates, PLLC, is a dental practice, with its
principal place of business at 7500 Iron Bar Lane, Suite 201,
Gainesville, Virginia.
American Dental Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Va. Case No. 17-12155) on June 23, 2017. In the
petition signed by Steve Pleickhardt, DDS, principal and owner, the
Debtor estimated $500,000 to $1 million in assets and $100,000 to
$500,000 in liabilities.
The Law Offices of Christopher S. Moffitt is the Debtor's counsel.
The Debtor also tapped Scott W. Miller of Analytic Financial Group,
LLC, as chief financial officer.
BLACK IRON: Pending Litigation Delays Plan Filing
-------------------------------------------------
Black Iron, LLC, asks the U.S. Bankruptcy Court for the District of
Utah to extend the Debtor's exclusive period for filing a plan from
June 1, 2018, to and including Dec. 1, 2018, and the Debtor's
exclusive period for soliciting acceptances from July 31, 2018, to
and including Feb. 1, 2019.
As reported by the Troubled Company Reporter on Jan. 25, 2018, the
Court granted the Debtor an extension of its exclusive periods
within which to file and solicit acceptances of a plan through and
including June 1 and July 31, 2018, respectively.
In consideration of complex pending litigation issues that have now
been removed or referred to the Court and ongoing efforts to
resolve tax obligations, the Debtor seeks for another extension.
The Debtor assures the Court that sufficient cause exists to extend
the Exclusive Periods in this case, and that it will not prejudice
the legitimate interests of any creditor, and will provide the
Debtor the opportunity to formulate, negotiate, and draft a viable
plan.
This request for an extension of the Exclusive Periods is the
Debtor's third extension request and comes approximately ten months
into this Chapter 11 case. The complex issues and contentious
nature of the legacy litigation demonstrate the need for additional
time for the Debtor to negotiate and, if necessary, pursue
litigation with the various creditors and parties-in-interest.
The Debtor has spent substantial time since the Petition Date
addressing the complex legacy and pending litigation. The Debtor
took steps to remove or refer to the Court all substantive
litigation matters relating to the Debtor's estate and its assets
within approximately the first 60 days of filing.
Since the Court approved the Debtor's second motion to extend the
Exclusivity on Jan. 17, 2018, the Debtor continues to make progress
in the pending litigation before the Court. First, in Adversary
Proceeding No. 17-02062, the parties have filed a report of
parties' planning meeting and are proceeding with discovery. The
Court subsequently entered an order governing scheduling and
preliminary matters. Second, in Adversary Proceeding No. 17-02088,
the Debtor is working toward resolution of this consolidated
litigation either by settlement or trial. Various depositions took
place in March 2018. The Court held a status conference on April
12, 2018, and ordered, among other things, to extend the fact
discovery deadline until May 5, 2018.
In addition to the pending litigation, the Debtor continues to make
progress in the main case, including Debtor's continued efforts to
reach possible settlements with the taxing authorities. The Debtor
filed an objection to Iron County Treasurer's Claim Nos. 2-1 and
2-2 filed on April 10, 2018.
Because there has been insufficient time to resolve these complex
matters since the Petition Date, this factor favors the requested
extension.
The Debtor says that since the Petition Date, it has made
significant progress in the Chapter 11 case.
Legacy litigation has been centralized and is now proceeding
without unnecessary delay.
The Debtor's management has been handling and responding to
creditor inquiries, negotiating with utilities, obtaining approval
of, and administering, a number of motions designed to minimize the
disruption of Debtor's business during the Chapter 11 case;
complying with various procedural requirements under the U.S.
Bankruptcy Code, including the filing of monthly financial reports;
and engaging in discussions with all parties-in-interest in an
attempt to negotiate a consensual path forward that maximizes value
for the estate.
The Debtor has filed all required monthly reports through March 31,
2018. The Debtor has also made progress on other fronts, including
the approval of a settlement agreement between Debtor and Mark
Oldroyd. Additionally, the Debtor has received the Court's
approval to assume several leases, including (1) a lease agreement
with Gold Springs, L.L.C.; (2) a land lease with the Federal
Aviation Administration, U.S. Department of Transportation; and (3)
a communications lease with Vertical Bridge CCR, LLC.
The Debtor anticipates that it will continue to make significant
progress toward completing a consensual restructuring and emerging
from Chapter 11 with improved operations.
The Debtor is paying its bills as they come due and has sufficient
liquidity to continue paying those bills.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/utb17-24816-172.pdf
About Black Iron
Black Iron, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
Steve L. Gilbert, its manager, signed the petition. At the time
of the filing, the Debtor estimated its assets and debts at $1
million to $10 million.
Judge William T. Thurman presides over the case.
The Debtor hired Adelaide Maudsley, Esq., and Ralph R. Mabey, Esq.,
at Kirton McConkie P.C. as bankruptcy counsel. The Debtor tapped
Gary Thorup, Esq., at Durham Jones to serve as its special
litigation counsel; WSRP, LLC, as its accountant; and Alysen
Tarrant as its environmental consultant.
BLACK KNIGHT: S&P Alters Outlook to Positive & Affirms 'BB' CCR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Jacksonville, Fla.-based Black Knight, Inc. (BKI). S&P revised the
outlook to positive from stable.
S&P said, "We also assigned our 'BB+' issue-level rating and '2'
recovery rating to the company's proposed $1.25 billion first-lien
term loan A due 2023 and $750 million revolving credit facility due
2023. The '2' recovery rating indicates our expectations for
substantial (70%-90%; rounded estimate: 75%) recovery in the event
of payment default.
"At the same time, we affirmed our 'BB+' issue-level rating on the
company's existing senior secured credit facilities. The recovery
rating remains '2', indicating our expectation for substantial
recovery (70%-90%; rounded estimate: 75%) in the event of payment
default.
"We based the outlook revision on our forecast that leverage will
decline to around 3.0x by the end of 2018 and the mid- to high-2x
area by year-end 2019, down from about 3.3x as of Dec. 31, 2017.
EBITDA growth and required amortization payments drove the expected
deleveraging. Operating performance has been strong over the past
several years, and we forecast revenues to grow 5% - 6% in fiscal
2018 due to price increases, new customer wins, loan growth, and
cross selling opportunities, partially offset by lower mortgage
loan origination volumes. The company has executed sales in its
pipeline with an annualized run rate of $160 million, and we expect
roughly one-third of that amount to be realized each year through
2020. The positive outlook also incorporates our expectation that
BKI will continue generating free cash flow of more than $275
million annually and free operating cash flow (FOCF) will remain at
about 20% of debt. The company has a scalable cost base, and we
expect operating margins to improve because of incremental revenue
growth.
"The positive outlook reflects our view of the company's leading
and defensible market position in providing software solutions to
the mortgage servicing industry, and our expectation for
mid-single-digit revenue growth with leverage declining below 3x
over the next 12 months.
"We could raise the rating over the next 12 months if strong
operating performance results in mid-single-digit growth and margin
expansion such that leverage remains below 3x. We could also
consider an upgrade if the company can increase the scale of its
business by adding more diversity through a greater percentage of
analytical revenues and fees, reducing its focus on mortgage and
origination, which would cause us to view the business more
favorably.
"We could revise the outlook back to stable if BKI experiences a
large customer loss or a substantial cyclical downturn in the
mortgage market, causing leverage to stay around mid-3x or above
for the next 12 months. We could also revise the outlook to stable
if the company adopts a more aggressive financial policy by
pursuing debt-funded acquisitions or a significant increase in
share repurchases."
BLUE BEE: Allowed to Continue Using Cash Collateral Through July 21
-------------------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the
Central District of California authorized Blue Bee, Inc. d/b/a ANGL
to use its cash collateral to (i) pay all of the expenses set forth
in its operating budget for the 13-week period from April 22, 2018
through and including July 21, 2018, with authority to deviate from
the line items contained in the Budget by not more than 20%, on
both a line item and aggregate basis, with any unused portions to
be carried over into the following weeks and (ii) pay all quarterly
fees owing to the Office of the U.S. Trustee and all expenses owing
to the Clerk of the Bankruptcy Court.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/cacb16-23836-325.pdf
About Blue Bee
Headquartered near downtown Los Angeles, California in Vernon,
California, Blue Bee, Inc., doing business as ANGL, is a retailer
doing business under the "ANGL" brand offering stylish and
contemporary women's clothing at reasonable prices to its
fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and
operates 21 retail stores located primarily in shopping malls
throughout the state of California. Founders Jeff Sunghak Kim and
his wife, Young Ae Kim, continue to be actively involved in Blue
Bee's business operations as the President and Secretary of the
Company, respectively.
Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-23836) on Oct. 19, 2016. Jeff Sungkak Kim, its president,
signed the petition. The Debtor estimated assets and liabilities
at $1 million to $10 million. Judge Sandra R. Klein is the case
judge. The Debtor is represented by Juliet Y. Oh, Esq., at Levene,
Neale, Bender, Yoo & Brill LLP.
BON-TON STORES: GAG, Tiger, Wilmington to Acquire Rights to Assets
------------------------------------------------------------------
B. Riley Financial, Inc. subsidiary, Great American Group, LLC;
Tiger Capital Group, LLC; and Wilmington Savings Fund Society FSB,
as indenture agent and collateral trustee for the second-lien
noteholders, on April 19 disclosed that they will jointly acquire
rights to the merchandise, real estate, intellectual property and
certain other assets of Bon-Ton Stores, Inc. and its subsidiaries
for an aggregate purchase price of approximately $780 million.
Through an unprecedented joint venture structure, the transaction
facilitates the pay-down of Bon-Ton's asset based loan (ABL) and
debtor in possession (DIP) credit facilities, and the payment of
certain necessary wind-down costs incurred in connection with the
liquidation of Bon-Ton's 212 retail stores, as well as its
distribution facilities and corporate headquarters. It is also
anticipated that the sale will provide meaningful recoveries to the
senior secured noteholders.
"With diversified services across banking, lending and liquidation,
B. Riley Financial is well positioned to leverage our partnerships
and cross-platform expertise to help recover maximum value from an
iconic brand such as Bon-Ton Stores," said Bryant Riley, Chairman
and CEO, B. Riley Financial. "As several retailers continue to
face challenging industry dynamics, we believe there will be other
opportunities to take advantage of our broad range of resources to
develop strategic solutions and assist retailers using our unique
platform."
"We are thrilled to partner with B. Riley Financial, Great American
Group and the second lien note holders on this unique and
innovative agreement," stated Daniel Kane, Managing Member of Tiger
Capital Group. "Each member of this joint venture brings highly
specialized financial and operational expertise to the transaction
which will ensure the highest recovery values for
Bon-Ton's assets."
Great American Group and Tiger Capital Group will lead the
liquidation of Bon-Ton's 212 stores, including nine furniture
galleries, in 23 states across the Northeast, Midwest and upper
Great Plains under the Bon-Ton, Boston Store, Bergner's, Carson's,
Elder-Beerman, Herberger's and Younkers nameplates. Holders of
Bon-Ton's $350 million 8% 2021 second-lien notes include B. Riley
FBR, Inc. (a wholly-owned subsidiary of B. Riley Financial).
The bid was approved in U.S. Bankruptcy Court for the District of
Delaware by Judge Mary F. Walrath on April 18, 2018. Great
American Group and Tiger Capital Group were represented by Kenneth
Rosen of Lowenstein Sandler, the second lien noteholders were
represented by Sidney P. Levinson of Jones Day, and Wilmington
Savings Fund Society was represented by David Posner of Kilpatrick
Townsend.
About B. Riley Financial, Inc.
B. Riley Financial, Inc. (NASDAQ:RILY), through its subsidiaries,
provides collaborative financial services and solutions to the
capital raising and financial advisory needs of public and private
companies and high net worth individuals. The company operates
through several wholly-owned subsidiaries, including B. Riley FBR,
Inc., Wunderlich Securities, Inc., Great American Group, LLC, B.
Riley Capital Management, LLC (which includes B. Riley Asset
Management, B. Riley Wealth Management, and Great American Capital
Partners, LLC) and B. Riley Principal Investments, a group that
makes proprietary investments in other businesses, such as the
acquisition of United Online, Inc.
About Great American Group, LLC
Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition and auction solutions, advisory and
valuation services, and a wholly-owned subsidiary of B. Riley
Financial, Inc. (NASDAQ:RILY).
About Tiger Capital Group
Tiger Capital Group -- http://www.tigergroup.com/-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients. Tiger maintains
domestic offices in New York, Los Angeles, Boston, Chicago, and San
Francisco, and international offices in Sydney, Perth, Melbourne
and Brisbane, Australia.
About The Bon-Ton Stores
The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/--
with corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, operates 250 stores, which includes nine furniture
galleries, in 23 states in the Northeast, Midwest and upper Great
Plains under the Bon-Ton, Bergner's, Boston Store, Carson's,
Elder-Beerman, Herberger's and Younkers nameplates. The stores
offer a broad assortment of national and private brand fashion
apparel and accessories for women, men and children, as well as
cosmetics and home furnishings.
The Bon-Ton Stores, Inc., and nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4, 2018.
In the petitions signed by Executive Vice President and CFO
Michael Culhane, Bon-Ton Stores disclosed total assets at $1.58
billion and total debt at $1.74 billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AlixPartners LLP as restructuring advisor and AP
Services, LLC as financial advisor; and A&G Realty Partners LLC, as
real estate advisor; and Prime Clerk LLC, as administrative
advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. Counsel for the
Official Committee of Unsecured Creditors are Jeffrey N. Pomerantz,
Esq., Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP.
An investor group comprised of DW Partners, LP, Namdar Realty Group
and Washington Prime Group, Inc., primarily as secured mortgage
lender; and AM Retail Group, Inc., who submitted a going concern
bid for the Debtors' assets, are represented by John Lyons, Esq.,
at DLA Piper LLP (US).
Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L.
Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney,
Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L.
Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq.,
and Joshua M. Mester, Esq., at Jones Day.
Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal
Financial LLC, are Mark D. Collins, Esq., and Joseph Charles
Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew
P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D.
Marshall, Esq., and John Ventola, Esq., at Choate Hall & Stewart
LLP.
Co-Counsel to the Administrative Agent, Bank of America, N.A., are
Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C.
Joyner, Esq., at Morgan, Lewis & Bockius LLP.
Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A. As
Indenture Trustee and Collateral Agent for the Debtor's 8.00%
Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan,
Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP.
BRIGHT MOUNTAIN: Hires EisnerAmper to Replace Liggett as Auditors
-----------------------------------------------------------------
Bright Mountain Media, Inc., has notified Liggett & Webb, P.A. that
it had dismissed the firm as the Company's independent registered
public accounting firm. The dismissal of Liggett & Webb, P.A. was
approved by the Company's Audit Committee on April 23, 2018 and its
Board of Directors concurred on the same date. Liggett & Webb,
P.A. did not resign nor decline to stand for re-appointment.
Liggett & Webb, P.A's reports on the Company's annual consolidated
financial statements for the years ended Dec. 31, 2017 or Dec. 31,
2016 did not contain an adverse opinion or a disclaimer of opinion,
nor were either report qualified or modified as to uncertainty,
audit scope or accounting principles; provided, however, that the
reports for the years ended Dec. 31, 2017 and Dec. 31, 2016 each
included an explanatory paragraph that there was substantial doubt
about the Company's ability to continue as a going concern.
The Company stated that during the years ended Dec. 31, 2017 and
Dec. 31, 2016, and in the subsequent interim period through April
23, 2018, there were no disagreements between the company and
Liggett & Webb, P.A. on any matter of accounting principles or
practices, financial statement disclosures or auditing scope or
procedure.
After conducting a process to determine the audit firm that would
serve as the independent registered public accounting firm for the
Company for the year ending Dec. 31, 2018, on April 23, 2018, the
Audit Committee approved, and the Board concurred with, the
engagement of EisnerAmper LLP as the Company's independent
registered public accounting firm, effective April 24, 2018.
Bright Mountain stated that neiether the Company nor anyone on its
behalf, has consulted EisnerAmper LLP regarding the application of
accounting principles related to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on its financial statements or as to any disagreement or
reportable event as described in Item 304(a)(1)(iv) and Item
304(a)(1)(v), respectively, of Regulation S-K.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media
holding company, -- http://www.brightmountainmedia.com/-- owns and
manages 25 websites which are customized to provide its niche
users, including active, reserve and retired military, law
enforcement, first responders and other public safety employees
with products, information and news that the Company believes may
be of interest to them. Bright Mountain also owns an ad network,
Daily Engage Media, which was acquired in September 2017. The
Company has placed a particular emphasis on providing quality
content on its websites to drive traffic increases. The Company's
websites feature timely, proprietary and aggregated content
covering current events and a variety of additional subjects
targeted to the specific demographics of the individual website.
Bright Mountain reported a net loss attributable to common
shareholders of $3.01 million on $3.68 million of total revenue for
the year ended Dec. 31, 2017, compared to a net loss attributable
to common shareholders of $2.94 million on $1.93 million of total
revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017,
Bright Mountain had $3.71 million in total assets, $3.37 million in
total liabilities and $343,222 in total shareholders' equity.
The report from the Company's independent accounting firm Liggett &
Webb, P.A., in Boynton Beach, Florida, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company sustained a net loss
of $2,994,096 and used cash in operating activities of $1,732,618
for the year ended Dec. 31, 2017. The Company had an accumulated
deficit of $11,818,902 at Dec. 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
CALVIN GILL: Litigation Over Cash Collateral Delays Plan Filing
---------------------------------------------------------------
Calvin Gill Construction Services, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Alabama to extend the
exclusivity period in this matter to 300 days from the date of
filing of the Dec. 16, 2017 voluntary petition in this matter,
which is also the same date as the court order for relief.
The Debtor assures the Court that it has been working diligently to
clear the land and clean up the property that is known as Precious
Estates. The Debtor is in the process of seeking DIP and/or
construction financing which is anticipated to be a central part of
the Chapter 11 Plan.
The Debtor is not able to proceed without funding which is crucial
for the rehab of homes located on Precious Estates, and for new
construction. The ongoing development of the property will serve
to (1) create new value and (2) generate the funding necessary to
service the DIP loan.
Since the fling of this Chapter 11 case, the Debtor has been
involved with litigation with its main creditor, Precious Estates
LLC (formerly known as SW Partners LLC). The litigation over basic
issues as use of cash collateral has prevented the Debtor from
moving forward as quickly as initially anticipated in December 2017
when the Voluntary Petition was filed. The granting of additional
time out to 300 days for the exclusivity period will allow the
Debtor in Possession to secure DIP financing and present the Court
with a confirmable Chapter 11 Plan.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/alsb17-04724-62.pdf
Mobile, Alabama-based Calvin Gill Construction Services, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No.
17-04724) on Dec. 16, 2017, estimating its assets and liabilities
at between $100,001 and $500,000. Kevin M. Ryan, Esq., at Ryan
Legal Services, Inc., serves as the Debtor's bankruptcy counsel.
CARIBEL USA ALLOYS: Seeks Authority to Use Cash Collateral
----------------------------------------------------------
Caribel USA Alloys, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize its use cash collateral in
the normal course of its business in accordance with the budget.
The proposed monthly operating budget provides total expenses in
the aggregate sum of $14,219.
Caribel USA needs to resume normal operations and use of the Lear
Corporation accounts receivable and other receivables it can
generate, as well as the custom-fabricated mine equipment parts, to
earn money with which to operate and reorganize.
Caribel USA has to date been able to determine directly and
indirectly who some of the secured creditors are. First in time and
right is On Deck Capital, which is owed at least $100,000. On
Deck's financing statement covers inventory and receivables, and
the size of the claim indicates that all other lienholders are
general unsecured creditors in this case.
The Debtor wishes to have authorization on its use of the
receivables and inventory in the normal course, subject to
following measures of adequate protection, most of which are to be
accorded only to the first lienholder On Deck Capital:
(a) The Court's awarding of a replacement lien to the extent
of $36,400 to On Deck Capital, upon the $16,400 in receivables and
the $20,000 in inventory;
(b) The Debtor's covenant to keep the replacement collateral
at a value at least generally equivalent to the value existing on
Petition Date;
(c) The Debtor's confining of cash collateral use to the
ordinary course of business and to the proposed budget, with a
variance not to exceed 15% per line item or alternatively 15%
overall;
(d) The making of monthly adequate protection payments to On
Deck Capital of $1,516.67 each month that would amortize the value
of On Deck Capital cash equivalents over 24 months without interest
because On Deck Capital is undersecured;
(e) The Debtor's filing of Monthly Operating Reports in this
case, on time and in proper form, which On Deck Capital or any
other party-in-interest may download from the Bankruptcy Court's
website; and
(f) Any other reasonable measures of adequate protection
which the Court finds necessary and proper.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txwb18-30512-9.pdf
About Caribel USA Alloys
Caribel USA Alloys, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 18-30512) on March 27, 2018. In the
petition signed by Belinda Renteria, managing member, the Debtor
estimated under $50,000 in assets and $100,000 to $500,000 in
liabilities.
The Hon. H. Christopher Mott is the case judge.
The Debtor hired E.P. Bud Kirk, Esq., at Law Office of E.P. Bud
Kirk, as counsel.
CARLETON FARMS: Wants to Use $511K Cash Collateral Until May 27
---------------------------------------------------------------
Carleton Farms requests the U.S. Bankruptcy Court for the District
of Oregon to authorize the use of cash collateral not to exceed
$510,635 for the period covering April 12, 2018 through May 27,
2018, for the purposes specified in the Budget, subject to a 10%
budget variance of any line item expenditures.
The Debtor seeks authorization to use cash collateral for working
capital and other general business purposes until a plan is
confirmed and becomes effective but with use limited to production
and harvesting of Debtor's growing crops of alfalfa, potatoes,
winter wheat, and hay, including a reasonable allocation of
Debtor's overhead to those business activities.
After final hearing on Debtor's Motion, the Debtor seeks approval
to use $872,635 of cash collateral in accordance with the cash
collateral budget for the period of time through July 31, 2018.
The Debtor's primary secured lender is Umpqua Bank. As of the
Petition Date, Debtor believes that Umpqua Bank is owed an
outstanding balance of $17,664,992 under the loan obligations.
Umpqua Bank's claim against the Debtor is secured by one or more
valid, enforceable, and properly perfected first priority security
interests all of the Debtor's assets.
The Debtor asserts that Umpqua Bank will be adequately protected by
the retention of the value of the Debtor's farming operations as a
going concern, and the replacement of cash collateral with cash
collateral generated or collected post-petition. Nevertheless, as
adequate protection for any diminution in the value of the cash
collateral, the Debtor proposes that Umpqua Bank will be granted a
replacement lien in all of the Debtor's assets, whether acquired
prior to or after the Petition Date. The replacement lien, however,
does not include any of the trustee's avoidance powers.
Some suppliers and vendors of the Debtor may also assert
agricultural services, producers, or other statutory liens against
property of the Debtor, namely: ARGO Finance, LLC; Basin Fertilizer
& Chemical Co.; LLC; Deere & Company; Drew Hill; Industrial
Ventilation Inc.; and Irrigation Rentals, Inc. The adequate
protection being offered to these creditors for the Debtor's use of
cash collateral are as follows:
(1) replacement liens on the Debtor's post-petition personal
property, in each instance limited to the same kinds or categories
of property that such creditor had a lien on or security interest
in as of the Petition Date, with the replacement liens to have the
same relative priorities vis-a-vis each other as the prepetition
liens and security interests have to each other; and
(2) to the extent a replacement lien proves to be inadequate
to protect against diminution in the value of a creditor's interest
in the Debtor's pre-petition property resulting from Debtor's
post-petition use of cash collateral, such creditor will be
entitled to an allowed administrative expense claim that will have
super priority as provided in Section 507(b) of the Bankruptcy Code
and will be secured by an additional perfected lien on all property
of the estate.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/orb18-61140-8.pdf
About Carleton Farms
Carleton Farms -- http://carletonfarms.ag/-- is a family farm
located in Merrill, Oregon that specializes in a diverse crop base.
The farm grows potatoes, alfalfa hay, grass hay, grain, and raise
beef cattle in its operation which encompasses over 4,000 acres.
It also grows organic crops on over 2,000 acres, most of which
border Klamath Lake, near the Running Y Ranch.
Carleton Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 18-61140) on April 12, 2018. In the
petition signed by Greg Carleton, partner, the Debtor estimated
assets of $1 million to $10 million and liabilities of $10 million
to $50 million. Judge Thomas M. Renn presides over the case.
Carleton Farms tapped The Law Offices of Keith Y. Boyd as its legal
counsel.
CARTEL MANAGEMENT: Wants to Maintain Plan Exclusivity Until June 30
-------------------------------------------------------------------
Cartel Management, Inc., and Titans of Mavericks, LLC, ask the U.S.
Bankruptcy Court for the Central District of California to extend
the exclusivity periods for filing a plan of reorganization and
obtaining acceptance thereof, to and including June 30, 2018.
The Debtors have filed their Joint Plan within the exclusivity
period for filing a plan, and have obtained approval of the
Disclosure Statement describing the Debtors' Joint Plan of
Reorganization, dated Feb. 21, 2018. A hearing for the Court to
consider confirmation of the Plan is scheduled to be held on May
30, 2018.
The deadline to vote on the Plan is May 2, 2018. However, to date,
the Debtors have received two ballots from a non-insider general
unsecured creditor holding two claims, voting in favor of the Plan.
The Debtors' exclusivity periods will expire on April 27, 2018,
prior to the Plan confirmation hearing.
The Debtors seek an extension of their exclusivity periods to
afford them an opportunity to confirm the Plan without the risk of
a "last-minute" plan being proposed which may delay or interfere
with the Debtors' own Plan confirmation process. While the Debtors
do not believe that any other party will propose a plan in these
cases and no party has expressed any desire to propose an
alternative plan, the Debtors do not want to jeopardize the chance
that a last-minute, ad hoc, plan be proposed and solicited at this
late a juncture in the proceedings. Such an outcome would only
cause unnecessary expenses for the Debtors' estates, especially
this far along in the case.
The Debtors submit that any party that does indeed seek to file a
legitimate plan could always request that the Court terminate the
Debtors' exclusivity periods in order for such party to propose and
obtain acceptance of its own Plan.
The Court will hold a hearing on May 30, 2018, at 2:00 p.m. to
consider extending the exclusivity periods for filing a plan of
reorganization and obtaining acceptance of a plan.
About Cartel Management
Cartel Management, Inc., and Titans of Mavericks, LLC --
http://www.titansofmavericks.com/-- promote, organize and host a
sporting event in "big wave" surfing known as "Titans of Mavericks"
at the Pacific Ocean surf break popularly known as "Maverick's"
located near Half Moon Bay, California.
Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal. Lead
Case No. 17-11179) on Jan. 31, 2017. Griffin Guess, president of
Cartel, signed the petitions.
At the time of filing, Cartel estimated assets of less than $1
million and estimated liabilities of $1 million to $10 million.
Titans estimated assets of less than $50,000 and liabilities of
less than $500,000.
Judge Deborah J. Saltzman presides over the cases.
The Debtors engaged David L. Neale, Esq., at Levene, Neale, Bender,
Yoo & Brill LLP, in Los Angeles, California, as bankruptcy counsel.
The Debtors tapped Hartford O. Brown, Esq., at Klinedinst PC, as
special counsel in relation to the potential sale of their assets,
and to handle disputes with Red Bull Media House North America,
Inc., and other third parties. The Debtors also tapped Tyler
Paetkau, Esq., of Hartnett, Smith & Paetkau to represent them on
certain proceedings, including administrative proceedings before
the San Mateo County Harbor District, the California Coastal
Commission, the San Mateo County Planning and Building Department,
and National Oceanic and Atmospheric Administration.
CELADON GROUP: Negotiates Terms of $300 Million New Financing
-------------------------------------------------------------
Celadon Group, Inc., announced certain updates with respect to its
previously disclosed refinancing process.
Chief Executive Officer, Paul Svindland, stated, "I'm pleased to
announce that Celadon has negotiated the principal terms of a
proposed refinancing of our existing credit agreement and has
granted exclusivity to a prospective term lender. The proposed
refinancing has three main parts: a new $100 million revolving
credit facility, a new $200 million term loan and equity issuance,
and the extension of certain tractor lease maturities. We have
been engaged with the lenders under the prospective facilities for
several months, and we believe they thoroughly understand our
business, our near-term hurdles, and our long-term opportunities.
We appreciate their partnership and are confident that they will
work diligently with us with a goal of closing the transaction by
the end of our June quarter. During this time, we will have the
resources and liquidity we need to continue to provide excellent
customer service and support our professional truck drivers and
employees, while capitalizing on the robust freight environment."
The new revolving credit facility is proposed by Bank of America
Business Capital, a business unit within Bank of America, N.A., one
of the Company's existing credit facility lenders, and Wells Fargo
Capital Finance, LLC, an affiliate of Wells Fargo Bank, National
Association, another of the Company's existing credit facility
lenders. The new term loan and equity issuance is proposed by a
sophisticated investment firm that has a good appreciation for the
trucking industry.
A summary of certain expected terms for each component of the
refinancing is set forth below.
New ABL Revolver: * Up to $100 million asset-based
revolving credit facility to provide
ongoing working capital and general
corporate liquidity
New Senior Secured
Term Loan and
Equity Investment: * $200 million term loan to retire
existing credit facility borrowings
* New lender will also receive 19.5% of
fully diluted common stock
* New lender will have the option of
appointing up to two members of the
Company's board of directors
Existing Tractor
Lease Extensions: Tractor leases that have matured or with
near-term maturities will be extended
and re-amortized
The lenders for the potential new facilities and the Company have
not made legally binding commitments to enter into the described
transactions. The Company expects that the closing of the
refinancing and associated transactions will be subject to
simultaneous closing of the ABL facility, the term loan and equity
issuance, and the amendment and extension of certain tractor
leases, as well as other customary closing conditions such as
minimum available liquidity, due diligence, definitive
documentation, and board and credit committee approvals. The
Company does not expect the issuance of restated financial
statements to be a condition to closing.
Credit Agreement Amendment
To facilitate the refinancing, on April 20, 2018, the Company
entered into a Ninth Amendment to its existing credit agreement.
The Amendment extends the existing financial covenant relief
through June 15, 2018, with the principal purpose of permitting the
Company to document and close the refinancing on or before that
date. The Amendment also:
* Reduces the Maximum Borrowing Amount to $189 million and the
Maximum Outstanding Amount (which includes borrowings and
letters of credit) to $214 million -- these limits were
determined after considering the Company's projected revolver
usage through the refinancing period;
* Provides for the deferral and waiver of certain accrued fees
if the refinancing occurs on or prior to June 15, 2018; and
* Permits dispositions of certain real estate and equipment and
increases the amount of net proceeds the Company is entitled
to reborrow with respect to these transactions.
The full text of the Ninth Amendment to Amended and Restated Credit
Agreement is available for free at https://is.gd/flXBG5
About Celadon
Celadon Group, Inc. -- http://www.celadongroup.com/-- provides
long haul, regional, local, dedicated, intermodal,
temperature-protect, and expedited freight service across the
United States, Canada, and Mexico. The Company also owns Celadon
Logistics Services, which provides freight brokerage services,
freight management, as well as supply chain management solutions,
including logistics, warehousing, and distribution. The Company is
headquartered in Indianapolis, Indiana.
In a press release dated April 2, 2018, Celadon stated that based
on issues identified in connection with the Audit Committee
investigation and management's review, financial statements for
fiscal years ended June 30, 2014, 2015, 2016, and the quarters
ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new
senior management team, led by the Company's new chief financial
officer and new chief accounting officer, commenced a review of the
Company's current and historical accounting policies and
procedures. The internal investigation and management review have
identified errors that will require adjustments to the previously
issued 2014, 2015, 2016, and 2017 financial statements.
On March 30, 2018, the Company entered into an Eighth Amendment to
its Amended and Restated Credit Agreement. The Amendment extended
the existing financial covenant relief through April 30, 2018, with
the principal purpose of permitting the Company and the revolving
lenders to evaluate the recently received refinancing proposal.
On April 18, 2018, Peter Elkins, lead analyst at the New York Stock
Exchange LLC, filed a Form 25 with the Securities and Exchange
Commission notifying the removal from listing or registration of
Celadon's common stock on the Exchange.
CHINA FISHERY: Court Approves Intercompany Claims Settlement
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
China Fishery Group's Chapter 11 trustee's settlement agreement
related to inter-company claims among and between CFG Peru
Singapore, the other Debtors and non-debtor affiliates (including
CFG Peru Singapore subsidiaries). As previously reported, "The
Peruvian Opcos have repeatedly been referred to as the 'crown
jewels' of these Chapter 11 Cases and their value is likely to be
the prime source of creditors' recoveries at the Debtor entities in
the CFGL group. The Chapter 11 Trustee has sought to monetize all
or substantially all of the assets of the Peruvian Opcos, currently
through a sale of CFG Peru Singapore's equity interest in CFGI (the
'CFG Peru Sale'), the proceeds of which would first be used to pay
the creditors of the Peruvian Opcos, with any remaining proceeds
ultimately used to pay creditors of CFG Peru Singapore and certain
of the Other Debtors. Finally, and most importantly, the Chapter 11
Trustee has concluded that the uncertainty surrounding certain
Intercompany Claims is likely to chill bidding in the CFG Peru
Sale, since potential bidders cannot be sure whether they will be
liable for any Intercompany Claims even after the consummation of
the CFG Peru Sale process and exit from these Chapter 11 Cases
given that the Peruvian Opcos are non-debtor entities. Of
particular significance is an approximately $459 million
Intercompany Claim owed by CFGI to China Fishery International
Limited ('CFIL'). To resolve these concerns, the Chapter 11
Trustee, the Other Debtors, and the Non-Debtor Affiliates,
including the CFG Peru Singapore Subsidiaries have reached a
settlement to compensate, assign, spin-off, contribute, forgive,
capitalize, pay in kind or such similar or equivalent mechanism as
required by any specific jurisdiction, the Intercompany Claims
(collectively, 'Netting' or 'Netted')."
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.
In the petition signed by CEO Ng Puay Yee, China Fishery Group
estimated its assets at $500 million to $1 billion and debt at $10
million to $50 million.
The cases are assigned to Judge James L. Garrity Jr.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP, as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves
as special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CLEVELAND-CLIFFS: S&P Alters Outlook to Stable, Affirms 'B' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Cleveland-Cliffs Inc. to
stable from negative and affirmed its 'B' corporate credit rating
on the company.
S&P said, "All of our other ratings on the company are affirmed,
including our 'B' issue-level rating and '3' recovery rating on
Cleveland-Cliffs' guaranteed unsecured debt. The '3' recovery
rating indicates our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a default.
"The outlook revision and affirmation reflect our belief that
Cleveland-Cliffs will maintain adjusted debt leverage in the 5x-7x
range for full-year 2018 at our heightened iron ore price
assumption of $65 per dry metric ton. Additionally, because of the
strong demand for pellets in the Great Lakes region, Cliffs has
increased its full-year sales volume expectations by 500,000 long
tons to 20.5 million long tons for 2018. Cliffs has prefunded its
capital spending projects and expects to monetize $235 million of
tax credits over the next several years, thus we don't anticipate
that it will need to increase its revolver usage. Because of these
factors, we anticipate the company will maintain credit measures
that are commensurate with the current rating despite our
expectation that iron ore prices will decline over the next year.
"The stable outlook on Cleveland-Cliffs reflects the increased iron
ore prices and our expectation that the company's adjusted debt
leverage will remain in the 5x-7x range during 2018. While we
expect average iron ore prices to decline relative to last year, we
are forecasting strong demand, which should support the company's
volumes and lead to wider pellet premiums.
"We could lower our ratings on Cliffs if the company's leverage
increases toward 8x and the prospects for a recovery are poor. This
could occur if iron ore prices fall below $60 per metric ton and we
expect them to remain below that level going forward. Specifically,
we would likely lower our ratings if the company's EBITDA fell
below $360 million.
"We could raise our ratings on Cliffs if the company decreases its
adjusted leverage below 4x, particularly if its discretionary cash
flow (cash flow from operations less capital spending and
dividends) is positive. This could happen if iron prices spike and
and management uses the company's excess cash flow to prepay its
upcoming maturities. It could also happen if HRC prices are
sustained above $820."
COASTAL MENTAL: Hires Joel M Aresty PA as Attorney
--------------------------------------------------
Coastal Mental Health Center, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida, Orlando
Division, to hire Joel A. Aresty of the law firm of Joel Aresty,
P.A., as attorneys.
Professional servives Mr. Aresty will provide are:
a. give advice to the Debtor with respect to its powers and
duties as a debtor-in-possession and the continued management of
its business;
b. advise the Debtor with respect to its responsibilies in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the Debtor in all matters pending
before the court;
e. represent the debtor in negotiation with its creditors in
the preparation of a plan.
Mr. Aresty will charge $440 hour plus costs for his services.
Joel M. Aresty, ESq. attests that neither he nor the firm represent
any interest adverse to the debtor, or the estate, and they are
disinterested persons as required by 11 U.S.C. Sec. 327(a).
The firm can be reached through:
Joel M Aresty, Esq.
Joel M Aresty PA
309 1st Ave S
Tierra Verde, FL 33715
Phone: 305-904-1903
Fax : 800-559-1870
E-mail: aresty@icloud.com
About Coastal Mental Health Center
Coastal Mental Health Center is a community mental health center
serving residents of Central Florida. Coastal Mental Health Center
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02161) on
April 16, 2018 listing under $1 million in both assets and
liabilities. Joel M Aresty, Esq., at Joel M. Aresty PA, is the
Debtor's counsel.
COMSTOCK RESOURCES: Signs LOI with Dallas Cowboys Owner Jerry Jones
-------------------------------------------------------------------
Comstock Resources, Inc., disclosed that it is in negotiation with
Dallas businessman and owner of the Dallas Cowboys Football Club
Ltd., Jerry Jones, to make a substantial investment in the Company.
Under a letter of intent entered into by the Company and Arkoma
Drilling L.P. and Williston Drilling, L.P., Comstock will acquire
interests in certain oil and gas properties located in North Dakota
in exchange for common stock in the Company. Comstock is acquiring
the properties for $620 million. There is no debt associated with
the properties. Arkoma will receive approximately 88.6 million
newly issued shares of Comstock common stock based on an agreed
upon share price of $7.00 per share. Upon completion of the
transaction, Arkoma will own approximately 84% of the Company's pro
forma outstanding shares. The acquisition is subject to the
parties entering into a definitive purchase agreement, which will
be subject to a number of closing conditions, including the
approval of the issuance of the common stock by the Company's
stockholders. The Company expects to enter into a purchase
agreement within the next several weeks and will seek stockholder
approval for the transaction as soon as practicable thereafter.
The effective date of the acquisition of the properties will be
April 1, 2018.
The oil and gas properties being acquired by Comstock in the
transaction are located in North Dakota's Bakken shale basin. The
properties are currently producing 10,500 barrels of oil per day
and 20 MMcf of natural gas per day and have proved reserves as
estimated by Comstock's independent reserve engineers of 22.5
million barrels of oil and 48.5 billion cubic feet of natural gas.
Comstock will be acquiring 332 (52.5 net) producing oil wells, 128
(13.0 net) drilled uncompleted wells and ten (3.0 net) undrilled
locations. The properties are expected to generate approximately
$200 million of operating cash flow in 2018.
Arkoma is owned by Dallas businessman and owner of the Dallas
Cowboys Football Club Ltd., Jerry Jones and his family. Mr. Jones
has over 50 years of experience investing in oil and gas
exploration and production activities. Commenting on this
investment, Mr. Jones stated, "I am excited to be partnering with
Comstock by contributing my oil and gas properties to Comstock
which will allow them to strengthen their balance sheet. This
combination provides Comstock with substantial cash flow to invest
in their high return Haynesville shale drilling program and the
capital to grow their already substantial inventory of drilling
prospects."
"The Arkoma investment in Comstock will allow us to refinance and
simplify our capital structure and equip us with all the tools to
substantially grow stockholder value," stated M. Jay Allison, chief
executive officer of Comstock. "The proved reserve value and
related cash flows from the North Dakota properties when combined
with our properties will support the refinancing of our debt as
well as fuel an expanded drilling program in the Haynesville shale.
The strong balance sheet resulting from the combination will allow
us to play offense after spending the last three years on
defense."
Strategic Drilling Venture
Comstock has also entered into the previously announced Strategic
Drilling Venture with Arkoma. Arkoma will participate in drilling
projects proposed by Comstock in the Haynesville and Bossier shale
in East Texas and North Louisiana and the Eagle Ford shale in South
Texas. Comstock receives a 20% carried interest for projects that
Arkoma participates in and Arkoma will only earn an interest in the
well bore for projects it participates in and will not have rights
to any related acreage. The new venture has a two-year term.
Comstock will offer a minimum of $75 million in opportunities in
the first twelve months and $100 million in the second twelve
months. The first six projects under the new venture represent a
$34 million investment by Arkoma. The Strategic Drilling Venture
will enable Comstock to grow its prospect inventory, increase its
capital efficiency by 20% for venture projects, and provide capital
to address drilling required to maintain leases. The new drilling
venture with Arkoma will also allow the Company to implement a
larger drilling program, which will create efficiencies and lower
service costs while also keeping Comstock's capital expenditures
within operating cash flow.
Refinancing Plans
Comstock also announced that it is withdrawing the tender offers to
repurchase all of its secured notes, including the Senior Secured
Toggle Notes due 2020, the 7 3⁄4% Convertible Secured PIK Notes
due 2019 and the 9 1⁄2% Convertible Secured PIK Notes due 2020.
Comstock now plans to retire these notes following the completion
of the acquisition of the North Dakota properties described above
with a new revolving bank credit facility and new senior unsecured
notes. Pro forma for the acquisition and the pending divestiture
of the Eagle Ford shale properties, Comstock expects that its
annual EBITDAX, or earnings before interest, taxes, depreciation,
depletion, amortization, exploration expense and other noncash
expenses will approximate $400 million in 2018 based on current
market prices for oil and natural gas. The Company believes that
its increase in cash flow from the acquisition in combination with
the interest cost savings from refinancing the Company's
outstanding debt will allow a significant increase in Comstock's
cash flow available for reinvestment in the Haynesville shale
properties.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transactions involving Arkoma and the Company. The proposed
transactions will be submitted to the stockholders of the Company
for their consideration. In connection therewith, the Company
intends to file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a definitive proxy statement.
However, such documents are not currently available. This
communication does not constitute a solicitation of any vote or
approval. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
Investors will be able to obtain free of charge the proxy statement
(when available) and other documents filed with the SEC at the
SEC's website at http://www.sec.gov. In addition, the proxy
statement and the Company's annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to section 13(a) or 15(d)
of the Securities Exchange Act of 1934 are available free of charge
through the Company's website at www.comstockresources.com as soon
as reasonably practicable after they are electronically filed with,
or furnished to, the SEC.
Participants in Solicitation
The directors, executive officers and certain other members of
management and employees of Comstock are "participants" in the
solicitation of proxies from stockholders of Comstock in favor of
the proposed transactions. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of the stockholders of Comstock in connection with the
proposed transactions will be set forth in the proxy statement and
the other relevant documents to be filed with the SEC. Information
about Comstock's executive officers and directors in its Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2017 and in
its definitive proxy statement filed with the SEC on Schedule 14A
on April 3, 2017.
About Comstock
Comstock Resources, Inc. -- http://www.comstockresources.com/-- is
an independent energy company based in Frisco, Texas and is engaged
in oil and gas acquisitions, exploration and development primarily
in Texas and Louisiana. The Company's stock is traded on the New
York Stock Exchange under the symbol CRK.
Comstock incurred a net loss of $111.4 million for the year ended
Dec. 31, 2017, compared to a net loss of $135.1 million for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Comstock Resources
had $930.4 million in total assets, $1.29 billion in total
liabilities and a total stockholders' deficit of $369.3 million.
COMSTOCK RESOURCES: Withdraws Tender Offers for Secured Notes
-------------------------------------------------------------
Comstock Resources, Inc., has withdrawn the previously announced
offers to purchase any and all of its outstanding Senior Secured
Toggle Notes due 2020 (CUSIP: 205768AP9), 7 3⁄4% Convertible
Secured PIK Notes due 2019 (CUSIP: 205768 AM6) and 9 1⁄2%
Convertible Secured PIK Notes due 2020 (CUSIP: 205768 AN4). No
Notes were purchased by the Company in the Tender Offer, and all
Notes previously tendered and not withdrawn will be promptly
returned.
The Tender Offers provided that they could be withdrawn by the
Company at any time, subject to applicable law. At the time of
withdrawal, certain conditions to the Tender Offer were not
satisfied by the Company, including (i) issuance of 10 million
shares of common stock at a price of $7.50 per share in a privately
negotiated transaction, (ii) sale of certain assets in a privately
negotiated transaction for an aggregate purchase price of
approximately $125 million, (iii) entry into a new $300 million
revolving bank credit facility, and (iv) issuance of approximately
$600 million in aggregate principal amount of new senior unsecured
notes.
About Comstock
Comstock Resources, Inc., is an independent energy company based in
Frisco, Texas and is engaged in oil and gas acquisitions,
exploration and development primarily in Texas and Louisiana. The
Company's stock is traded on the New York Stock Exchange under the
symbol CRK.
Comstock incurred a net loss of $111.4 million for the year ended
Dec. 31, 2017, compared to a net loss of $135.1 million for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Comstock Resources
had $930.4 million in total assets, $1.29 billion in total
liabilities and a total stockholders' deficit of $369.3 million.
CORBETT-FRAME INC: Cash Collateral Use for April 2018 Budget Okayed
-------------------------------------------------------------------
The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Corbett-Frame, Inc., to use
cash collateral to pay those items designated in the budget only in
accordance with the Interim Order from April 1, 2018 through April
30, 2018.
US Bank and David Yurman are each granted with replacement lien of
the same type of property/collateral as existed prepetition,
subject only to any valid and enforceable, perfected, and
non-avoidable liens of other secured creditors as indicated in
previous orders. In addition, the Debtor will continue to account
for all cash use, and the proposed cash use as set forth in the
Budget is being incurred primarily to preserve property of the
Estate.
There is a carve-out for Debtor's counsel, its accountants or other
professionals (subject to employment applications) as set forth on
the Budget. There is also an approved carve-out for payment of U.S.
Trustee fees. However, the adequate protection payments to US Bank
shall be timely paid before any carve-out payments to professionals
are made.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/kyeb17-51607-95.pdf
About Corbett-Frame
Corbett-Frame, Inc., d/b/a Corbett-Frame Jewelers, owns a jewelry
store in Lexington, Kentucky, offering contemporary designer
collections & customized pieces. The Company is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No.
17-51607) on Aug. 9, 2017. In the petition signed by Jennifer
Lykins, its president, the Debtor estimated its assets and
liabilities at between $1 million and $10 million. The case is
assigned to Judge Gregory R. Schaaf. Jamie L. Harris, Esq., at the
Delcotto Law Group PLLC, is the Debtor's counsel.
No trustee or examiner has been appointed in the Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.
CYCLONE CATTLE: Hires Bradshaw Fowler as Reorganization Counsel
---------------------------------------------------------------
Cyclone Cattle, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Iowa to hire Jeffrey D. Goetz, Esq.,
and the law firm of Bradshaw, Fowler, Proctor & Fairgrave, P.C. as
its general reorganization counsel.
Services required of Bradshaw are:
(a) advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
(b) advise the Debtor regarding matters of Bankruptcy Law,
including the rights and remedies of the Debtor with regard to his
assets and with respect to the claims of creditors;
(c) represent the Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court where the
Debtor's rights under the Bankruptcy Code may be litigated or
affected;
(d) conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case;
(e) advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same affect the Debtor
in this proceeding;
(f) assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 Plan;
(g) make any court appearances on behalf of the Debtor; and
(h) take such other action and perform such other services as
the Debtor may require of the firm in connection with the Chapter
11 case.
Jeffrey D. Goetz, Esq. attests that his firm is a disinterested
person as that term is defined in Bankruptcy Code Section 101(14).
The Counsel's regular hourly rates are:
Jeffrey D. Goetz $375
Krystal R. Mikkilineni $190
Paralegal $90 to $110
Associates $125 to $250
The counsel can be reached through:
Jeffrey D. Goetz, Esq.
Bradshaw Fowler Proctor & Fairgrave P.C.
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Phone: 515/246-5817
Fax: 515/246-5808
E-mail: goetz.jeffrey@bradshawlaw.com
About Cyclone Cattle
Cyclone Cattle, LLC, is an Iowa corporation engaged in farming
operations including a cattle feed lot. Cyclone Cattle, LLC, filed
a Chapter 11 petition (Bankr. S.D. Iowa Case No. 18-00856) on April
17, 2018, listing under $1 million in both assets and liabilities.
The Debtor is represented by Jeffrey D. Goetz, Esq. at Bradshaw
Fowler Proctor & Fairgrave P.C. JT Korkow, d/b/a Northwest
Financial Consulting, is its financial advisor.
CYCLONE CATTLE: Hires Northwest Financial Consulting as Advisor
---------------------------------------------------------------
Cyclone Cattle, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Iowa to hire JT Korkow dba Northwest
Financial Consulting as its financial advisor.
Services to be rendered by the JT Korkow are:
a. assist in preparing or reviewing a 13 week budget and cash
flow analysis;
b. work with the Debtor to develop alternative strategies for
improving profitability and liquidity and assist in the
implementation thereof;
c. assist in working with the Unsecured Creditors Committee as
needed;
d. if requested, assist/manage a sale process (prepare
marketing information on the Debtor, develop a list of potential
targets, coordinate and arrange meetings with interested parties,
build an online data room, assist with
negotiations and work with counsel and management to consummate a
transaction);
e. coordinate with the Debtor's legal counsel regarding
matters related to the restructuring process; and
f. perform other services as requested by Debtor throughout
the bankruptcy process.
JT Korkow's services will be charged at $150.00 per hour. JT Korkow
dba Northwest Financial Consulting has received a pre-petition
retainer of $5,000.00 to guaranty payment of his services and costs
in connection with Debtor's Chapter 11 case as financial advisor.
JT Korkow dba Northwest Financial Consulting attests that he is a
"disinterested person" as that term is defined in Bankruptcy Code
Section 101(14).
The advisor can be reached through:
JT Korkow dba
Northwest Financial Consulting
131 N. State Hwy. 59
Volborg, MT 59351
Cell: (406) 554-3123 cell
Home: (406) 853-1460
E-mail: jtkorkow@yahoo.com
About Cyclone Cattle
Cyclone Cattle, LLC, is an Iowa corporation engaged in farming
operations including a cattle feed lot. Cyclone Cattle filed a
Chapter 11 petition (Bankr. S.D. Iowa Case No. 18-00856) on April
17, 2018, listing under $1 million in both assets and liabilities.
Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave
P.C., is the Debtor's counsel. JT Korkow, doing business as
Northwest Financial Consulting, is its financial advisor.
DLS CHICKEN: Hires Denis L. Abramowitz CPA PLLC as Accountant
-------------------------------------------------------------
DLS Chicken Corp. d/b/a Chirping Chicken seeks authority from the
U.S. Bankruptcy Court for the Eastern District of New York
(Brooklyn) to hire Denis L. Abramowitz CPA PLLC as its accountant,
effective as of April 1, 2018.
Professional services that DA-CPA will render are:
a. advise the Debtor with respect to its financial affairs
during the pendency of the Chapter 11;
b. monitor and report cash flow;
c. prepare operating reports;
d. assist with the development of various aspects of the plan
of reorganization and disclosure statement;
e. act as a liaison with creditor groups;
f. perform all other accounting services for the Debtor that
may be necessary and proper for an effective reorganization.
Denis L. Abramowitz, principal of Denis L. Abramowitz CPA PLLC,
attests that DA-CPA is a "disinterested party" within the meaning
of Secs. 101(14) and 327 of the Bankruptcy Code.
DA-CPA will bill at the hourly rate of $395 for his services.
DA-CPA can be reached through:
Denis L. Abramowitz, CPA
Denis L. Abramowitz CPA PLLC
3836 Flatlands Ave
Brooklyn, NY 11234
Phone: (718) 377-1200
About DLS Chicken Corp.
DLS Chicken Corp. operates a restaurant located at 355 Amsterdam
Avenue, New York, NY under the name "Chirping Chicken."
DLS Chicken Corp filed a Chapter 11 petition (Bankr. E.D. N.Y. Case
No. 18-41455) on March 15, 2018, listing under $1 million in both
assets and liabilities. The Debtor is represented by Lawrence
Morrison at Morrison Tenenbaum PLLC. Denis L. Abramowitz CPA PLLC
serves as the Debtor's accountant.
DPW HOLDINGS: Expects 10,000 Bitcoin Miners by End of 2018
----------------------------------------------------------
DPW Holdings, Inc., participated in an event hosted by an
independent third-party in Las Vegas, Nevada to discuss the
contents of a presentation prepared by the Company. The Corporate
Presentation discussed developments in the Company's business
during its fiscal year ended Dec. 31, 2017 as well as an outlook
for fiscal year 2018.
Financial Highlights:
* Sales increased 33.95% for 2017 over 2016 to $10,175,000
in 2017;
* Comprehensive income increased from a loss in 2016 of
$362,000 to a gain of over $5,323,000 in 2017;
* Gross margins for 2017 improved to 37.8% from 35.6% in 2016;
* Total assets increased in 2017 to over $30,510,000 from
total assets of $5,472,000 in 2016, an increase of 457%;
* Book value increased over 34.13% for the first time in the
last six years while increasing significantly for the first
time in 10 years;
* DPW Holdings had a comprehensive loss of $5,931,000 for 2017
versus $1,484,000 for 2016;
* The Company had non-cash charges of $6,333,000 for 2017
versus $736,000 for 2016;
* The Company had raised $13,391,000 for 2017 versus $1,279,000
for 2016;
* The Company used $8,674,000 for investments in 2017 versus
$1,029,000 for 2016;
* DPW Holdings anticipates a reduction in its cost of capital
for 2018 and beyond. As the asset base of the Company
exceeds $30,510,000 as of Dec. 31, 2018, the Company noted
it has various methods in place to raise capital at lower
rates and overall cost.
"DPW Holdings, Inc. is leveraging the success of 2017 as we
continue with the momentum in 2018 with the primary focus on
growing each subsidiary to add shareholder value. We are looking
forward to the success of DP Lending's microlending program,
commercial loans to businesses, and real estate loans.
Additionally, we believe in the inherent stored value in Bitcoin
and are confident that Super Crypto's focus on mining and building
Bitcoin over time is a winning strategy. We reaffirm that we
maintain our objective to have 10,000 operating miners by the end
of the year. Our subsidiary, Coolisys, also has a busy 2018 as
they work on finalizing acquisitions, further integrating the
companies, and increasing the US defense manufacturing capabilities
for missiles defense systems, amongst others. We also have other
projects developing that we will update investors on specific to
hospitality and real estate investments in 2018.
"Overall, DPW Holdings is evolving as planned with a combination of
growth and carefully planned acquisitions. We believe we are on
the right path to achieving our goals and maximizing shareholder
value," as disclosed in the Presentation.
A full-text copy of the Presentation is available for free at:
https://is.gd/cgdR0R
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 operate s the branded
division, Super Crypto Power, www.SuperCryptoPower.com.
DPW Holdings incurred a net loss of $10.89 million in 2017
following a net loss of $1.12 million in 2016. As of Dec. 31,
2017, DPW Holdings had $30.51 million in total assets, $11.72
million in total liabilities and $18.79 million in total
stockholders' equity.
The report from the Company's independent accounting firm Marcum
LLP, in New York, on the consolidated financial statements for the
year ended Dec. 31, 2017, includes an explanatory paragraph stating
that the Company has a significant working capital deficiency, has
incurred significant losses 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.
ECLIPSE BERRY: Needs More Time to Evaluate Claims
-------------------------------------------------
Eclipse Berry Farms, LLC, and affiliates ask the U.S. Bankruptcy
Court for the Central District of California to extend the
exclusive periods during which only the Debtors can file a plan of
reorganization and solicit acceptance of the plan through and
including Sept. 14, 2018, and Nov. 13, 2018, respectively.
On Jan. 25, 2018, the Court entered an order (1) setting the
deadline for filing a disclosure statement and plan of
reorganization; (2) setting preliminary hearing on the adequacy of
disclosure statement and plan; and (3) setting forth mandatory
contents of the disclosure statement and plan. The scheduling
order required the Debtors to file their plan and disclosure
statement on or before April 3, 2018, and set April 17, 2018, as a
preliminary hearing on plan and disclosure statement.
On April 3, 2018, in accordance with the Scheduling Order, the
Debtors timely filed their Disclosure Statement and Chapter 11
Liquidating Plan. At the April 17, 2018 preliminary hearing, the
Court set June 19, 2018, as the hearing date on the adequacy of the
Disclosure Statement -- a date 154 days after the Petition Date.
In this case, the 120-day period expires on May 16, 2018, and the
180-day period expires on July 15, 2018. Cause exists in this case
to increase the 120-day and 180-day periods 3 provided for in
Section 1121 of the U.S. Bankruptcy Code, granting the Debtors the
exclusive right to file and confirm a plan, by an additional 120
days. The Debtors worked diligently to timely comply with the
terms of the Scheduling Order and file the plan and disclosure
statement on April 3, 2018, only 77 days following the Petition
Date.
The hearing on the adequacy of the disclosure statement has been
set for June 19, 2018, a date that falls outside of the Debtors'
exclusive period to file a plan. The Debtors say that they should
be given the opportunity to advance the disclosure statement and
plan, or any amendments made thereto, and seek confirmation.
The Debtors believe that cause exists to permit the Debtors the
exclusive right to file and seek acceptances of the proposed plan
and should not lose this critical right due to the scheduling of
the hearing. This is the first request for an extension of the
exclusivity periods in this case and the case has not been pending
for a significant amount of time. The Debtors have diligently
administered the Chapter 11 cases and are prepared to proceed on
the disclosure statement and plan. While the Debtors are in the
process of winding down its operations, there remains several open
items to be addressed for an orderly liquidation of its business
and payment of claims. Indeed, the claims bar date recently passed
on April 13, 2018, and after the original disclosure statement and
plan were filed. The Debtors need additional time to evaluate the
claims that have been filed and to amend the plan as necessary
based on the amount, validity and extent of the claims filed
against the estate.
Furthermore, no party will be prejudiced by an extension of the
exclusive periods for the Debtors to file and confirm a plan. The
extension requested is made in good faith and is not made to
pressure creditors. The Debtors are continuing to negotiate and to
cooperate with the Committee and major creditors of the estate and
are continuing its efforts to propose a plan that is viable and
reasonable. The Debtors should be given the time and opportunity
to determine the adequacy of the disclosure statement and
confirmation of the plan as this is the Debtors' first request for
an extension and Debtors have not been the cause of any delay. The
timing for scheduling the hearing on the disclosure statement and,
eventually, the confirmation of the plan should not be the sole
reason Debtors lose the exclusive right to file and confirm a
plan.
The Debtors have expeditiously administered these cases, filed the
plan in only 77 days, continue to pay all post-petition
administrative claims, and work with those interested parties
acting in good faith to move these cases toward confirmation.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/cacb18-10443-283.pdf
About Eclipse Berry Farms
Founded in 1999, Eclipse Berry Farms operates farms that produce
berry products. The company is based in Los Angeles, California.
Eclipse Berry Farms, LLC and its affiliates Harvest Moon Strawberry
Farms, LLC, and Rosalyn Farms, LLC, filed Chapter 11 petitions
(C.D. Cal. Case Nos. 18-10443, 18-10453 and 18-10464, respectively)
on Jan. 16, 2018. In the petition signed by CRO Robert Marcus,
Eclipse Berry Farms estimated $10 million to $50 million in assets
and less than $100 million in debt.
Hon. Barry Russell is the case judge.
The Debtors tapped Kevin H. Morse, Esq., at Saul Ewing Arnstein &
Lehr LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith,
LLP as local counsel; McCarron & Diess as special PACA counsel; and
Murray Wise Capital LLC as financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 9, 2018.
EIHAB H TAWFIK: Seeks Authorization to Use Cash Collateral
----------------------------------------------------------
Eihab H. Tawfik, M.D., P.A., seeks authorization from the United
States Bankruptcy Court for the Middle District of Florida to use
cash collateral to fund its day-to-day operating expenses as set
forth in the Budget, which will govern the use of cash collateral
pending a final hearing on the Debtor's request.
During the Interim Period, the Debtor projects the following: (a)
total receipts in the amount of approximately $350,000 representing
cash collateral; and (b) total disbursements in the amount of
approximately $344,900.
The Debtor believes that Central Bank may assert a first priority
security interest in the Debtor's personal property, including cash
generated by Debtor's operations by virtue of a blanket lien on the
Debtor's personal property. As of the Petition Date, the Debtor
owes Central Bank approximately $2,600,000 on an equipment loan
secured by a line on Debtor's personal property and certain medical
equipment.
The Debtor believes that Central Bank's interest in cash collateral
is adequately protected for any cash collateral that the Debtor may
use. As adequate protection, the Debtor proposes to grant Central
Bank replacement liens in the Debtor's post-petition assets, and
proceeds thereof, to the same extent, priority and validity as its
pre-petition liens, to the extent Debtor's use of cash collateral
results in a decrease in the value of Central Bank's interest in
the cash collateral.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/flmb18-01164-9.pdf
About Eihab H. Tawfik, M.D.
Eihab H. Tawfik, M.D., P.A., is an internist in Crystal River,
Florida. Dr. Eihab Tawfik is skilled at diagnosing & treating a
large array of ailments & disorders in adults.
Eihab H. Tawfik, M.D., P.A. dba Christ Medical Center dba Town
Center Medical Celebration filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 18-01164), on April 11, 2018. The Petition was signed
by Eihab H. Tawfik, director and president. The case is assigned to
Judge Jerry A. Funk. The Debtor is represented by Justin M. Luna,
Esq. of Latham, Shuker, Eden & Beaudine, LLP. At the time of
filing, the Debtor had $10 million to $50 million in estimated
assets and $1 million to $10 million in estimated liabilities.
ELECTRONIC SERVICE: Seeks Approval of Cash Collateral Stipulation
-----------------------------------------------------------------
Electronic Service Provider, Inc., requests the U.S. Bankruptcy
Court for the Western District of Washington to approve the use of
cash collateral and other assets that are secured as part of its
loan with Columbia Bank, as stipulated to between the Debtor and
Columbia Bank.
The Debtor has no alternative borrowing source at present, and to
remain in business it must be permitted to use its cash proceeds
and account receivables to pay its employees and operating
expenses.
Columbia Bank is owed monies it loaned to the debtor, and Columbia
holds a security interest in substantially all of Debtor's tangible
and intangible assets. The Debtor believes that no other creditor
holds any security interest in the subject cash collateral or other
assets subject to Columbia Bank's security interest.
The Stipulation enables Debtor to use cash collateral and other
assets on a short-term basis, until July 5, 2018.
The Debtor will limit its cash collateral use solely for
operational expenses pursuant to the budget included, spending
within the basic parameters established in the Stipulation. The
expenses in the aggregate will not exceed the total expenses by
more than 10% of the allowed budget without written consent by
Columbia Bank and/or additional Court approval.
Under the Stipulation, the Debtor will pay Columbia Bank no less
than $3500 per month for adequate protection payments.
Additionally, the Stipulation provides Columbia Bank a first
priority lien and security interest in all the Debtor's
post-petition inventory and the proceeds generated therefrom, and
Columbia Bank will have the priority rights accorded under Sections
503(b) and 507(b) of the Bankruptcy Code in the event that the
collateral and the new liens granted are insufficient to provide
adequate protection to Columbia Bank of its interest in the
collateral.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/wawb18-10338-36.pdf
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.
ERIN ENERGY: Aims to File Reorganization Plan in Near Term
----------------------------------------------------------
Erin Energy Corporation and certain of its subsidiaries (together
"Erin Energy" or the "Company"), on April 25 disclosed that they
had filed voluntary petitions under Chapter 11 of the United States
Code (the "Code") in the United States Bankruptcy Court for the
Southern District of Texas, Houston Division (the "Court") to
pursue a plan of reorganization (the "Reorganization Plan").
Erin Energy and its subsidiaries will continue to operate under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Code and the orders of the Court. To assure
ordinary operations, Erin Energy is seeking approval from the
Bankruptcy Court for a variety of motions, including authority to
maintain bank accounts and other customary relief. Erin is in the
process of looking for a source of debtor in possession financing
to provide it with the necessary working capital to continue its
operations and move towards a successful Reorganization Plan.
Subject to the approval of the Court, the Company plans to file a
Reorganization Plan with the Court in the near term with a goal to
work expeditiously with all parties involved to put together a plan
that will result in Erin Energy's emergence from Chapter 11 as soon
as practically possible.
Femi Ayoade, Erin Energy's CEO commented, "We will work diligently
with all parties involved to complete the restructuring as quickly
as possible so as to restructure all of the Company's debt
obligations in order to achieve financial stability and reposition
Erin Energy with a strengthened liquidity position to execute on
our extensive asset development opportunities."
Mr. Ayoade added: "The Company recently successfully drilled a
discovery well in the Miocene formation in its offshore Nigeria
licenses on a structure that independent analysis estimates could
hold over a billion barrels of reserves. In The Gambia, Erin
Energy holds a 20% interest in blocks A2 & A5 containing
potentially, according to its Operator, over 800 million barrels of
reserves. A well will be drilled there in the 4th Quarter of this
year and the Company is being carried and has no obligation to fund
that well."
In Ghana, work is in progress to acquire a marine 3D seismic survey
later this year. The newly acquired 3D data will be used for the
appraisal well drilling and development planning.
Okin Adams LLP is acting as bankruptcy counsel to Erin Energy.
The information contained in this press release is for
informational purposes only and does not constitute an offer to
buy, nor a solicitation of an offer to sell, any securities of the
Company, nor does it constitute a solicitation of consent from any
persons with respect to the transactions contemplated hereby and
thereby. While Erin Energy expects the restructuring will take
place in accordance with the Reorganization Plan, the debtor in
possession will make all efforts towards successful completion of
this restructuring.
Erin Energy Corporation (nyse american:ERN) (jse:ERN)is an
independent oil and gas exploration and production company focused
on energy resources in sub-Saharan Africa. Its asset portfolio
consists of 5 licenses across 3 countries covering an area of 6,100
square kilometers (~1.5 million acres), including current
production and other exploration projects offshore Nigeria, as well
as exploration licenses offshore Ghana and The Gambia. Erin Energy
is headquartered in Houston, Texas, and is listed on the New York
and Johannesburg Stock Exchanges under the ticker symbol ERN.
FAIR ISAAC: S&P Assigns 'BB+' Corp Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' corporate credit rating to
San Jose, Calif.-based Fair Isaac Corp. The outlook is stable.
S&P said, "In addition, we assigned our 'BB+' issue-level rating
and '3' recovery rating to the company's proposed $400 million
senior unsecured notes. The '3' recovery rating indicates our
expectation of meaningful (50-70%; rounded estimate: 65%) recovery
in the event of a default. We note that while the recovery
prospects nominally support recovery over 90%, we cap the rating as
per our guidelines on notching for unsecured notes on companies
with a 'BB+' corporate credit ratings.
The 'BB+' corporate credit rating reflects FICO's strong brand
recognition, highly competitive and entrenched Scores business, and
good track record of product innovation, organic revenue growth,
and stable profitability. Partially mitigating these factors is its
exposure to lending trends, the highly competitive environment its
non-score businesses (Application and Decision Management Software
{DMS}, for example) operate in, the high concentration within the
financial services end market, the current SaaS transition, and the
company's propensity to use free cash flow for share repurchases.
S&P said, "The stable outlook reflects our view that the company
will maintain its competitive position within the Scores and
Application segments, driving mid- to high-single-digit total
revenue growth and stable EBITDA margins over the next year. We
expect the company to generate strong free operating cash flow,
which it will likely use for share repurchases, elevating leverage
above 2x.
"We could raise the ratings if better-than-expected operating
performance and/or debt reduction results in sustained leverage
below 2x. This would be contingent on a change in the company's
financial policy so that these metrics would be maintained on a
long-term basis. Though less likely, we could also raise our
ratings if the company were to increase its scale in the
Applications and DMS segment and materially grow its SaaS
business.
"Although unlikely over the next year, we could lower the ratings
if the company adopts a more aggressive financial policy, including
greater–than-expected shareholder distributions or acquisitions,
leading to leverage remaining above 3x."
FORASTERO INC: Hires Richard R Robles, PA, as Attorney
------------------------------------------------------
Forastero, Inc., seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida (Miami) to hire Richard R. Robles,
Esq. and Nicholas G. Rosoletti, Esq. of the law firm Richard R
Robles, PA, as attorneys.
Professional services the attoneys will are:
a. give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued management of
its business operations;
b. advise the debtpr with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the Debtor in all matters pending
before the court;
e. represent the debtor in negotiation with its creditors in
the preparation of a plan.
Nicholas G. Rosoletti, Esq., member of the law firm Richard R
Robles, PA, attests that his firm is a disinterest party as
required by 11 USC Sec. 327(a).
The Debtor has provided the counsel an initial retainer of
$16,717.00. The Law Firm is charging the Debtor an hourly rate for
all work done in relation to this petition.
The firm can be reached through:
Richard R. Robles, Esq.
LAW OFFICES OF RICHARD R. ROBLES, P.A.
905 Brickell Bay Dr #228
Miami, FL 33131
Tel: (305) 755-9200
E-mail: rrobles@roblespa.com
About Forastero, Inc.
Forastero, Inc. listed its business as a Single Asset Real Estate
as defined in 11 U.S.C. Section 101(51B).
Based in Coral Gables, Florida, Forastero, Inc. filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 18-13397) on March 23, 2018.
In the petition signed by Marie C. Vallejo, authorized
representative, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Robert A Mark.
Richard R. Robles, Esq. and Nicholas G. Rosoletti, Esq. at the law
firm Richard R Robles, PA, represents the Debtor as counsel.
FUNCTION(X) INC: Compensation Package for CEO Sillerman Okayed
--------------------------------------------------------------
The Board of Directors of Function(x) Inc. approved on April 22,
2018, a compensation package for its Chairman and CEO, Robert F.X.
Sillerman, as consideration for agreeing to personally guarantee
payment of certain of the company's debt.
The compensation package consists of:
(i) a promissory note from the Company to Mr. Sillerman in the
amount of $1,000,000, maturing in three years and bearing interest
at the rate of 6% per annum;
(ii) in the event that Mr. Sillerman must fund any amounts due
under any of the Guarantees, a promissory note from the Company in
the amount of $100,000 per $1,000,000 funded, which note will
mature in three years and bear interest at the rate of 9% per
annum.
On April 22, 2018, the Board also reaffirmed its previous decision
approval the Company entering into an indemnification agreement
with Mr. Sillerman providing that the Company will indemnify him
from and against any claims brought against him in connection with
any of the Guarantees.
In the event that Mr. Sillerman's obligations under the Guarantees
are extinguished as the result of a change of control of the
Company, the compensation will be waived.
In November 2017, Robert F.X. Sillerman, the Chairman and Chief
Executive Officer of Function(x) Inc. personally guaranteed payment
by the Company of (i) $3,179,608 under a settlement and mutual
release agreement with the holders (excepting himself and his
affiliates and the law firm that served as outside counsel to the
Company) of the Company's Series G Preferred Stock, and (ii) no
less than $3,000,000 under a note and securities purchase and
mutual release agreement with the holders of the Rant note, which
amount could increase to $4,000,000 if payment is not made by May
24, 2018.
In July 2017, Mr. Sillerman personally guaranteed payment by the
Company of $4,410,000 in connection with a Securities Purchase
Agreement entered into with Iliad Research and Trading, L.P.
On April 20, 2018, the Iliad guarantee was reaffirmed in the
Forbearance Agreement signed by Mr. Sillerman and Iliad. Pursuant
to the Forbearance Agreement, the current amount due under the
Iliad Note is $5,700,000 if paid prior to July 1, 2018. The actual
amount due under the Iliad Note as of the date of the Forbearance
Agreement is $6,543,166.
The guarantees total no less than $12,779,608.
About Function(x)
Based in New York, FunctionX Inc (NASDAQ:FNCX) --
http://www.functionxinc.com/-- is a diversified media and
entertainment company. The Company conducts three lines of
businesses, which are digital publishing through Wetpaint.com,
Inc.
(Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through
DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital).
Wetpaint is a media channel reporting original news stories and
publishing information content covering television shows, music,
celebrities, entertainment news and fashion. Choose Digital is a
business-to-business platform for delivering digital content.
DDGG
is a business-to-business operator of daily fantasy sports. The
Company's digital publishing business also includes Rant, which is
a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
On Jan. 27, 2016, Function(x) Inc. changed its name from Viggle
Inc. to DraftDay Fantasy Sports, Inc., and changed its ticker
symbol from VGGL to DDAY. On June 10, 2016, the Company changed
its name from DraftDay Fantasy Sports, Inc., to Function(x) Inc.,
and changed its ticker symbol from DDAY to FNCX. It now conducts
business under the name Function(x) Inc.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended June
30, 2016, citing that the Company has suffered recurring losses
from operations and at June 30, 2016, has a deficiency in working
capital that raise substantial doubt about its ability to continue
as a going concern.
Function(x) incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million in
fiscal 2015. As of Dec. 31, 2016, Function(x) had $31.80 million
in total assets, $27.94 million in total liabilities, and $3.85
million in total stockholders' equity.
React Presents and Clubtix filed an involuntary Chapter 7
bankruptcy petition against Robert F.X. Sillerman, executive
chairman and chief executive officer of Function(x) on Dec. 26,
2017. Mr. Sillerman filed a petition to convert the Chapter 7
filing into a Chapter 11 proceeding on Feb. 2, 2018.
FUNCTION(X) INC: Iliad Agrees to Forbearance Thru July 1
--------------------------------------------------------
Function(x) Inc., and its Chairman and CEO, Robert F.X. Sillerman,
on April 16, 2018, entered into a Forbearance Agreement with Iliad
Research and Trading, L.P.
Iliad agreed to refrain and forbear until July 1, 2018, from
bringing any action to collect under a note with respect to an
existing default or any other defaults by the Company. All other
terms and conditions of the Note and all related documents
(including, but not limited to, the Pledge Agreement and Guaranty
executed by Sillerman) remain in full force and effect.
As of September 7, 2017, the Company was deemed to be in default
under the Iliad Note due to its failure to be in compliance with
the current public information requirements of Rule 144.
In July 2017, Mr. Sillerman personally guaranteed payment by the
Company of $4,410,000 in connection with a Securities Purchase
Agreement entered into with Iliad.
On April 20, 2018, the Iliad guarantee was reaffirmed in the
Forbearance Agreement signed by Mr. Sillerman and Iliad. Pursuant
to the Forbearance Agreement, the current amount due under the
Iliad Note is $5,700,000 if paid prior to July 1, 2018. The actual
amount due under the Iliad Note as of the date of the Forbearance
Agreement is $6,543,166.
About Function(x)
Based in New York, FunctionX Inc (NASDAQ:FNCX) --
http://www.functionxinc.com/-- is a diversified media and
entertainment company. The Company conducts three lines of
businesses, which are digital publishing through Wetpaint.com, Inc.
(Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through
DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital).
Wetpaint is a media channel reporting original news stories and
publishing information content covering television shows, music,
celebrities, entertainment news and fashion. Choose Digital is a
business-to-business platform for delivering digital content. DDGG
is a business-to-business operator of daily fantasy sports. The
Company's digital publishing business also includes Rant, which is
a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
On Jan. 27, 2016, Function(x) Inc. changed its name from Viggle
Inc. to DraftDay Fantasy Sports, Inc., and changed its ticker
symbol from VGGL to DDAY. On June 10, 2016, the Company changed
its name from DraftDay Fantasy Sports, Inc., to Function(x) Inc.,
and changed its ticker symbol from DDAY to FNCX. It now conducts
business under the name Function(x) Inc.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended June
30, 2016, citing that the Company has suffered recurring losses
from operations and at June 30, 2016, has a deficiency in working
capital that raise substantial doubt about its ability to continue
as a going concern.
Function(x) incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million in
fiscal 2015. As of Dec. 31, 2016, Function(x) had $31.80 million
in total assets, $27.94 million in total liabilities, and $3.85
million in total stockholders' equity.
React Presents and Clubtix filed an involuntary Chapter 7
bankruptcy petition against Robert F.X. Sillerman, executive
chairman and chief executive officer of Function(x) on Dec. 26,
2017. Mr. Sillerman filed a petition to convert the Chapter 7
filing into a Chapter 11 proceeding on Feb. 2, 2018.
GETHSEMANE MINISTRIES: Hires Calaiaro Valencik as Counsel
---------------------------------------------------------
Gethsemane Ministries, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to hire
Donald R. Calaiaro as counsel.
Services to be rendered by Mr. Calaiaro are:
(a) prepare the bankruptcy petition and attendance at the
first meeting of creditors;
(b) represent the Debtor in relation to acceptance or
rejection of executory contracts;
(c) advise the Debtor with regard to its rights and
obligations during the Chapter 11 reorganization;
(d) advise the Debtor regarding possible preference actions;
(e) represent the Debtor in relation to any motions to convert
or dismiss the Chapter 11;
(f) represent the Debtor in relation to any motion for relief
from stay filed by creditors;
(g) prepare the Plan of Reorganization and Disclosure
Statement;
(h) prepare of any objection to claims in the Chapter 11; and
(i) otherwise, represent the Debtor in general.
Calaiaro Valencik's hourly rates are:
Donald R. Calaiaro $375
David Z. Valencik $325
Staff Attorney $250
Paralegal $100
Donald R. Calaiaro attests that he has no other connections with
the Debtor, creditors, any other party in interest, their
respective attorneys and accountants, the United States Trustee, or
any person employed in the Office of the United States Trustee.
The counsel can be reached through:
Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
428 Forbes Avenue, Suite 900
Pittsburgh, PA 15219-1621
Phone: (412) 232-0930
About Gethsemane Ministries
Gethsemane Ministries, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-20775) on March 1,
2018. In the petition signed by Reverend Sylvester Howard,
authorized representative, the Debtor estimated assets of less than
$1 million and liabilities of less than $100,000.
Judge Jeffery A. Deller presides over the case.
GFL ENVIRONMENTAL: S&P Affirms 'B' CCR, Outlook Stable
------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term corporate
credit rating on Toronto-based waste services company GFL
Environmental Inc. The outlook is stable.
At the same time, S&P Global Ratings assigned its 'B-' issue-level
rating and '5' recovery rating to GFL's proposed US$400 million
senior unsecured notes due 2026. S&P's '5' recovery rating
indicates its expectation for modest (10%-30%; rounded estimate
15%) recovery in the event of default.
S&P Global Ratings also assigned its 'BB-' issue-level rating and
'1' recovery rating to GFL's proposed US$435 million senior secured
term loan facility (which includes a US$100 million delayed-draw
term loan). The '1' recovery rating indicates S&P's expectation for
very high (90%-100%; rounded estimate of 95%) recovery in the event
of default.
S&P said, "We expect GFL will use proceeds from the proposed
issuance to redeem its US$500 million notes due 2021, repay amounts
drawn under its revolving credit facility (C$50 million-C$100
million), and to pay transaction fees (C$150 million-C$200 million,
including a call premium on the notes).
"The affirmation reflects our view that the proposed financing
transaction will have a modest impact on the company's prospective
credit measures. We estimate the net increase in adjusted debt
following GFL's proposed note issuance to be C$150 million-C$200
million, contributing to an increase in adjusted debt-to-EBITDA of
less than 0.5x from our previous expectations. We forecast leverage
on a pro forma basis to be in the high 6x area in 2018 and improve
to the mid-6x area in 2019. In our view, leverage at these levels
is commensurate with our corporate credit rating on GFL primarily
in the context of the company's relatively stable and growing solid
waste operations."
Furthermore, the proposed transaction will remove the most
expensive tranche within GFL's debt structure--the US$500 million
unsecured notes due 2021 that carry a 9.875% coupon. As such, S&P
estimates GFL's annual interest expense to decrease by at least 10%
contributing to funds from operations (FFO) cash interest coverage
ratios in the high 2x area over the next few years compared with
our previous forecast of the low-2x area.
S&P said, "The stable outlook reflects our expectation that GFL
will continue to expand its operating breadth through acquisitions
that we expect will be funded primarily with debt. We forecast
adjusted debt-to-pro forma EBITDA of in the mid-to-high 6x area and
adjusted pro forma FFO cash interest coverage in the high 2x area
over the next couple of years.
"We could lower our ratings on the company within the next 12
months if pro forma adjusted FFO cash interest coverage approaches
2x. In our view, this could result from poor execution at
integrating recent or future acquisitions, volume and pricing
pressure from tough market conditions, or operating inefficiencies
that contribute to weaker-than-expected earnings and cash flow.
"We could raise our ratings on GFL within the next 12 months if the
company demonstrates a commitment to maintaining adjusted
debt-to-pro forma EBITDA below 5x. We consider this unlikely due to
our expectation that the company will continue making primarily
debt-funded acquisitions. Further reducing the likelihood of an
upgrade is GFL's ownership by private equity investors, which we
believe tend to follow aggressive financial strategies to maximize
shareholder returns."
GIBSON BRANDS: Files Pre-Negotiated Ch.11 Case, Has $135M DIP Loan
------------------------------------------------------------------
Gibson Brands, Inc. and 11 affiliated entities each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on May 1, 2018. The cases are pending before
Judge Brendan Linehan Shannon, and the Debtors have requested that
their cases be jointly administered under Case No. 18-11025.
The Company said Tuesday it has reached a "Restructuring Support
Agreement" with holders of more than 69.0% in principal amount of
its 8.875% Senior Secured Notes due 2018, and its principal
shareholders, that clears the pathway for the continued financing
and operations of the musical instruments business as well as a
change of control in favor of those noteholders. The Company filed
the pre-negotiated reorganization cases to implement the
agreement.
Current noteholders include Silver Point Capital, Melody Capital
Partners and funds affiliated with KKR Credit Advisors, according
to Bloomberg News.
Gibson Brands said it will be re-focusing the Company on the
manufacturing of world-class, musical instruments and professional
audio products and the continued development of the Company's
portfolio of iconic, globally-recognized brands including Gibson
and Epiphone, by reorganizing around its core businesses.
According to the Company, the Chapter 11 filings will allow the
Company's Musical Instruments and Professional Audio businesses to
continue to design, build, sell, and manufacture legendary Gibson
and Epiphone guitars, as well as KRK and Cerwin Vega studio
monitors and loud speakers, without interruption.
The Company's Gibson Innovations business, which is largely outside
of the U.S. and independent of the Musical Instruments business,
will be wound down. The wind-down of the Company's GI Business is
not expected to impact the Company's reorganization around its core
Musical Instruments/Pro Audio business.
The Restructuring Support Agreement provides funding for the
musical instrument and professional audio businesses, supports the
Company's key vendors, shippers and suppliers, and provides for the
restructuring of the Company's balance sheet. Gibson will emerge
from Chapter 11 with working capital financing, materially less
debt, and a leaner and stronger musical instruments-focused
platform that will allow the Company and all of its employees,
vendors, customers and other critical stakeholders to succeed.
Henry Juszkiewicz, Chairman and Chief Executive Officer of Gibson
Brands, and David Berryman, Gibson's President, will each continue
with the Company upon emergence from Chapter 11 to facilitate a
smooth transition during this change of control transaction and to
support the Company in realizing future value from its core
business.
In conjunction with the restructuring, the Company received
commitments for $135 million of debtor-in-possession financing from
its existing noteholders. This financing, combined with cash
generated from its operations, will provide the Company with the
liquidity necessary to maintain its operations in the ordinary
course during its reorganization proceedings.
The Company filed a series of motions that, pending Court approval,
will allow the Company to operate its business throughout the
process in the ordinary course, and to provide support to critical
business-partners including vendors, shippers, and suppliers. The
first day motions will allow the Company to continue to buy goods,
manufacture and distribute its products to its customer base and
continue to honor its warranty policies in the ordinary course.
"Over the past 12 months, we have made substantial strides through
an operational restructuring," said Mr. Juszkiewicz. "We have sold
non-core brands, increased earnings, and reduced working capital
demands. The decision to re-focus on our core business, Musical
Instruments, combined with the significant support from our
noteholders, we believe will assure the company's long-term
stability and financial health.
"Importantly, this process will be virtually invisible to
customers, all of whom can continue to rely on Gibson to provide
unparalleled products and customer service."
"We are grateful for the continued support from our employees,
customers, dealers, partners and suppliers as we move through the
restructuring process," said Mr. Juszkiewicz. "The Gibson name is
synonymous with quality and today's actions will allow future
generations to experience the unrivaled sound, design and
craftsmanship that our employees put into each Gibson product."
Tiffany Kary and Emma Orr, writing for Bloomberg News, report that
a group of bondholders led by KKR-affiliated funds had been pushing
for a restructuring that would hand them ownership of the guitar
maker and let them install new leadership. The group had declined
to invest new funds in Gibson while Mr. Juszkiewicz remained in
charge, Bloomberg previously reported.
Bloomberg, citing court filings, relates Gibson, working with
Jefferies LLC, had sought a sale or recapitalization, approaching
58 businesses and signing 27 non-disclosure agreements. Still,
Gibson said it didn't have enough capital to pay down its debt and
get more time to strike a deal.
Bloomberg, citing the company's statement, further relates Gibson
was engaged with negotiations with the creditor group in March,
talks that ended because shareholders and KKR were "significantly
divergent in their views regarding the appropriate consideration
for the various parties involved. The company had also been
talking with other potential investors in hopes of receiving new
money to refinance its debt and take out the existing creditors,
according to the report.
Brian J. Fox, a managing director at Alvarez & Marsal, is serving
as Gibson's Chief Restructuring Officer; Jefferies LLC is its
financial advisor and Goodwin is providing legal counsel.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Company's
restructuring.
Gibson Brands was founded in 1894 and is headquartered in
Nashville, TN. Gibson Brands is a global leader in musical
instruments, and consumer and professional audio, and is dedicated
to bringing the finest experiences by offering exceptional products
with world-recognized brands. Gibson has a portfolio of over 100
well-recognized brand names starting with the number one guitar
brand, Gibson. Other brands include: Epiphone, Dobro, Valley Arts,
Kramer, Steinberger, Tobias, Slingerland, Maestro, Baldwin,
Hamilton, Chickering and Wurlitzer. Audio brands include: KRK
Systems, TASCAM, Cerwin-Vega!, Stanton, Integra, TEAC, TASCAM
Professional Software, and Esoteric.
GLOBAL HOTELS: Has Final Authorization to Use Cash Collateral
-------------------------------------------------------------
The Hon. Jeffrey P. Norman of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized Global Hotels
International, LLC, to use cash collateral in accordance with the
budget.
The Debtor is authorized to use cash collateral, which will
explicitly not include the approximately $80,000 on deposit with
Bank of Montgomery in the form of a Certificate of Deposit.
All collections of accounts receivable, customer checks, bank
deposits and any other Cash Collateral will be deposited in the
Debtor's authorized Debtor-in-Possession Account located at Bank of
Montgomery.
In addition to all existing security interests and liens granted to
or for the benefit of the Bank of Montgomery in and upon the
prepetition property, the Bank of Montgomery is hereby a
post-petition lien on the post-petition properties of the kind and
nature that it holds in prepetition property to the Debtor, to the
extent it does not already have the same, in the same priority as
it held in prepetition property.
To the extent available after expending the amounts authorized in
the Debtor's approved budget, Debtor will make monthly adequate
protection payments to Bank of Montgomery in an amount sufficient
to cover the interest on Debtor's loans with Bank of Montgomery,
which pursuant to the Interim Order on the motion began on April 1,
2018, and will continue, with the next payment due on May 1, 2018.
The Adequate Protection Lien will be subject and subordinate to the
payment of $75,000 on an interim basis for the payment of the
following:
(i) all fees and interest requested to be paid to the Office
of the U.S. Trustee, which will be paid in preference to fees in
accordance with the Order; and
(ii) to the extent allowed by the Bankruptcy Court at any
time, all accrued and unpaid fees, disbursements, costs and
expenses incurred by professionals or professional firms retained
by the Debtor or any committee appointed under the Bankruptcy Code,
excepting real estate brokerage and investment banking success
fees.
A full-text copy of the Final Order is available at
http://bankrupt.com/misc/lawb18-30342-50.pdf
About Global Hotels
Global Hotel International, LLC, is a provider of traveler
accommodations in Jonesboro, Louisiana. Global Hotel
International, a single asset real estate as defined in 11 U.S.C.
Section 101(51B), is the fee simple owner of a real property
located 144 Old Winnsboro Rd. (consisting of 1.65 acres of land,
hotel, FF&E), valued by the Company at $4.10 million.
Global Hotel International filed a Chapter 11 petition (Bankr. W.D.
La. Case No. 18-30342) on Feb. 26, 2018. In the petition signed by
Herbert Simmons, managing partner, the Debtor disclosed $5.37
million in total assets and $4.39 million in total liabilities.
Judge Jeffrey P. Norman presides over the case. Bradley L. Drell
and the law firm of Gold, Weems, Bruser, Sues & Rundell, APLC,
serve as the Debtor's counsel.
GNC HOLDINGS: Posts $6.19 Million Net Income in First Quarter
-------------------------------------------------------------
GNC Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $6.19 million on $607.53 million of revenue for the three months
ended March 31, 2018, compared to net income of $24.74 million on
$654.94 million of revenue for the three months ended March 31,
2017.
The decrease in revenue was primarily due to the sale of Lucky
Vitamin on Sept. 30, 2017, which resulted in a $22.7 million
reduction to revenue, and the termination of the U.S. Gold Card
Member Pricing program in the prior year quarter, which resulted in
a $23.0 million decrease in revenue.
In the first quarter of 2018, the Company recorded a $16.7 million
loss on debt refinancing. Excluding this item and other expenses
adjusted net income was $20.1 million in the current quarter
compared with $26.0 million in the prior year quarter and adjusted
EPS was $0.24 in the current quarter compared with $0.38 in the
prior year quarter.
Adjusted EBITDA was $59.3 million in the current quarter compared
with $73.7 million in the prior year quarter. The prior year
quarter includes the impact of $23.0 million in revenue and gross
profit associated with the termination of the Gold Card Member
Pricing program as well as higher marketing expense of
approximately $6 million in connection with the launch of the media
campaign around the One New GNC.
"During the first quarter of 2018, we continued to see the business
improve, and were pleased with the progress of our strategic growth
initiatives," said Ken Martindale, CEO. "Notably, we delivered
meaningful gross margin growth, driven primarily by increased
penetration of our private label brands. We continue to work to
leverage our strength in innovation, expand our international
presence and deliver a consistent, compelling experience at every
customer touch point."
As of March 31, 2018, GNC Holdings had $1.52 billion in total
assets, $1.70 billion in total liabilities and a total
stockhbolders' deficit of $179.24 million.
At March 31, 2018, the Company had $72.3 million available under
the Revolving Credit Facility, after giving effect to $17.5 million
of borrowings outstanding and $10.2 million utilized to secure
letters of credit. The Company said its ability to make scheduled
payments of principal on, to pay interest on or to refinance its
debt and to satisfy its other debt obligations will depend on its
future operating performance, which will be affected by general
economic, financial and other factors beyond our control. GNC
Holdings expects to make an excess cash flow payment between $20
million and $30 million at 50% and $50 million and $60 million at
75% with respect to the year ending Dec. 31, 2018, which is
expected to be paid in the first quarter of 2019. The proceeds
from the Harbin transaction, if received and used to pay down the
debt prior to Dec. 31, 2018, is expected to result in the excess
cash flow payment being at 50%.
"We currently anticipate that cash generated from operations,
together with amounts available under the Revolving Credit
Facility, will be sufficient to service our debt, meet our
operating expenses and fund capital expenditures over the next 12
months. We are currently in compliance with our debt covenant
reporting and compliance obligations under our Credit Facilities
and expect to remain in compliance during 2018," stated GNC
Holdings in the SEC filing.
Cash provided by operating activities decreased by $21.0 million
from $46.1 million for the three months ended March 31, 2017 to
$25.1 million for the three months ended March 31, 2018 primarily
due to $15.8 million in fees paid to third-parties in connection
with the refinancing of our long-term debt.
Cash used in investing activities was $3.4 million and $12.7
million for the three months ended March 31, 2018 and 2017,
respectively, and includes capital expenditures of $3.7 million and
$13.9 million.
GNC Holdings expects capital expenditures to be approximately $28
million in 2018, which includes investments for store development,
IT infrastructure and maintenance. The Company anticipates funding
its 2018 capital requirements with cash flows from operations and,
if necessary, borrowings under the Revolving Credit Facility.
Segment Operating Performance
U.S. & Canada
Revenues in the U.S. and Canada segment decreased $24.2 million, or
4.5%, to $512.4 million for the three months ended March 31, 2018
compared with $536.6 million in the prior year quarter.
In the prior year quarter, the discontinuation of the Gold Card
Member Pricing program in the U.S. resulted in the recognition of
deferred revenue of $23.0 million. In addition, company-owned
store closures contributed an approximate $7 million decrease
compared with the prior year quarter, while domestic franchise
revenue declined $7.8 million due to a decrease in retail same
store sales, as well as a reduction in the number of franchise
stores. Partially offsetting the above decreases in revenue was an
increase of $12.9 million relating to the Company's loyalty
programs, PRO Access and myGNC Rewards.
Operating income decreased $7.0 million to $43.5 million for the
three months ended March 31, 2018 compared with $50.5 million for
the same period in 2017. Operating income as a percentage of
segment revenue was 8.5% in the current quarter compared with 9.4%
in the prior year quarter. Excluding the impact of the prior year
quarter recognition of deferred revenue related to the Gold Card
Member Pricing program and the prior year quarter marketing costs
in support of the One New GNC media campaign, operating income as a
percentage of segment revenue increased 2.0% due to a higher sales
mix of proprietary product.
International
Revenues in the International segment increased $0.3 million, or
0.8%, to $40.1 million in the current quarter compared with $39.8
million in the prior year quarter primarily due to an increase of
$3.4 million in China cross-border e-commerce sales.
Operating income decreased $0.4 million, or 2.7%, to $14.5 million
in the current quarter compared with $14.9 million in the prior
year quarter. Operating income was 36.1% of segment revenue in the
current quarter compared with 37.4% in the prior year quarter. The
decrease in operating income percentage was primarily due to a
higher mix of China sales, which contribute lower margins relative
to franchise sales.
Manufacturing / Wholesale
Revenues in the Manufacturing / Wholesale segment, excluding
intersegment sales, decreased $0.7 million, or 1.4%, to $55.1
million for the three months ended March 31, 2018 compared with
$55.8 million in the prior year quarter primarily due to a $0.9
million decrease in third-party contract manufacturing sales.
Intersegment sales increased $3.4 million reflecting the Company's
increasing focus on proprietary products.
Operating income decreased $2.3 million, or 13.3%, to $15.0 million
for the three months ended March 31, 2018 compared with $17.3
million in the prior year quarter. Operating income as a
percentage of segment revenue decreased from 14.7% in the prior
year quarter to 12.5% in the current quarter primarily due to a
lower margin rate from third-party contract manufacturing.
Cash Flow and Liquidity Metrics
For the three months ended March 31, 2018, the Company generated
net cash from operating activities of $25.1 million, a $21.0
million decrease compared with the three months ended March 31,
2017 of $46.1 million. The decrease was primarily related to $15.8
million in fees paid to third-parties in connection with the
Amendment to the Company's Senior Credit Facility.
For the three months ended March 31, 2018, the Company generated an
increase in free cash flow of $4.0 million or 12.0% from $33.4
million for the three months ended March 31, 2017 to $37.4 million
for the three months ended March 31, 2018. The Company defines
free cash flow as cash provided by operating activities (excluding
fees relating to the debt refinancing) less cash used in investing
activities (excluding acquisitions except for store acquisitions).
At March 31, 2018, the Company's cash and cash equivalents were
$53.9 million and debt was $1.3 billion, which includes $17.5
million in borrowings outstanding on its Revolving Credit
Facility.
Store Count
At March 31, 2018, the Company had 3,385 corporate stores in the
U.S. and Canada, 1,083 domestic franchise locations, 2,428 Rite Aid
franchise store-within-a-store locations and 2,009 international
locations. The Company now has 8,905 store locations worldwide.
As part of the ongoing optimization of the Company's store
portfolio, the Company intends to close approximately 200 stores in
2018. Efforts toward favorable lease renegotiations or relocation
opportunities are ongoing and may impact the amount of stores
closings. The Company expects a limited number of new store
openings in 2018.
Update on Harbin Pharmaceutical Transaction
On April 26, 2018, shareholders of Harbin Pharmaceutical Group
Holding Co., Ltd voted to approve the company's $300 million
investment in GNC.
As previously announced, on April 25, 2018, GNC convened and
adjourned its Special Meeting of Stockholders to allow additional
time to solicit proxies and obtain a quorum for the meeting.
A substantial majority (over 92%) of the proxies received by GNC as
of April 25, 2018 authorized a vote in favor of the issuance of
convertible preferred shares to Hayao in connection with Hayao's
strategic investment in GNC. However, holders of only
approximately 36% of the outstanding shares of the Company's common
stock submitted proxies to vote at the Special Meeting and the
necessary quorum was not reached.
GNC will reconvene its Special Meeting at 10:00 a.m., Eastern Time,
on May 9, 2018.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/M7BVsv
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty health, wellness and performance retailer. GNC connects
customers to their best selves by offering a premium assortment of
heath, wellness and performance products, including protein,
performance supplements, weight management supplements, vitamins,
herbs and greens, wellness supplements, health and beauty, food and
drink and other general merchandise. This assortment features
proprietary GNC and nationally recognized third-party brands.
GNC's diversified, multi-channel business model generates revenue
from product sales through company-owned retail stores, domestic
and international franchise activities, third-party contract
manufacturing, e-commerce and corporate partnerships. As of
March 31, 2018, GNC had approximately 8,900 locations, of which
approximately 6,700 retail locations are in the United States
(including approximately 2,400 Rite Aid franchise
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings incurred a net loss of $148.85 million in 2017 and a
net loss of $286.25 million in 2016.
* * *
In February 2018, S&P Global Ratings raised its corporate credit
rating on the Pittsburgh, Pa.-based vitamin and supplement retailer
GNC Holdings Inc. to 'CCC+' from 'SD'. S&P also placed all ratings
on CreditWatch with negative implications. "The upgrade reflects
our view that GNC's maturity profile will improve upon completion
of the proposed refinancing transactions," S&P said.
Fitch Ratings placed the ratings of GNC Holdings on Rating Watch
Evolving following its credit facility refinancing proposals
announced on Feb. 13, 2018. The Watch affects GNC's 'CCC'
Long-Term Issuer Default Rating (IDR) and the 'B-'/'RR2' rating on
GNC's senior secured credit facility, the TCR reported on Feb. 16,
2018.
GREEN FLASH: New Realm Buys Virginia Beach Brewing Equipment
------------------------------------------------------------
Loeb, in partnership with Heritage Global Partners and Blackbird
Asset Services, recently announced the sale of Green Flash's
Virginia Beach brewing equipment to New Realm Brewing Company, a
southeast based craft brewery.
The partners were able to execute a comprehensive and targeted
marketing strategy focused on the craft brew segment. Interest was
immediate, and dozens of inquiries were fielded and several
inspections managed while entering into discussions with New Realm.
They also worked closely with the bank, landlord, and interested
parties to resolve issues and negotiate a purchase agreement.
"The considerable interest in newer, high-quality brewing equipment
truly shows that the craft beer industry is alive and well," stated
Howard Newman, President of Loeb. "We are thrilled that we were
able to facilitate a sale that was in the best interest of both
Green Flash and New Realm."
Green Flash was founded in 2002 as a craft brewery and tasting room
and has since grown into a nationally distributed brand. The
company will continue its production from their California and
Nebraska facilities.
New Realm was started in 2016 by co-founders Carey Falcone, Bob
Powers and Mitch Steele, and opened its first production facility
in a 20,000-square foot space on Atlanta's east side Beltline
trail. New Realm is currently exploring options for the location
of the recently purchased equipment and a potential new taproom.
As experts in manufacturing equipment, the partners have conducted
numerous auctions and liquidations for breweries such as: Coors,
Molson, Pabst, Berghoff, and most recently Redhook.
About Loeb
For five generations since 1880, Loeb --
http://www.loebequipment.com-- has been a trusted provider of
reliable equipment and related services that help manufacturers and
financial institutions leverage their industrial assets by managing
the equipment lifecycle. Headquartered in Chicago with a 150,000
square foot facility, Loeb provides: equipment sales, purchases,
rentals, leasing & liquidations, certified market appraisals,
auction services & asset disposition, and equipment financing to
the: food, pharmaceutical, cosmetics, chemical, metalworking,
woodworking, plastics, and printing industries.
About Heritage Global Partners
Heritage Global Partners Inc. -- http://www.hginc.com-- is one of
the world's largest industrial auction companies and a wholly owned
subsidiary of Heritage Global Inc. a value-driven, innovative
leader in corporate and financial asset liquidation transactions,
valuations and advisory services. Heritage Global focuses on
identifying, valuing, acquiring and monetizing underlying tangible
and intangible assets in twenty-eight global manufacturing and
technology sectors. Heritage Global acts as an adviser, as well as
a principal, acquiring or brokering turnkey manufacturing
facilities, surplus industrial machinery and equipment, industrial
inventories, accounts receivable portfolios, intellectual property,
and entire business enterprises.
About Blackbird Asset Services
Blackbird -- http://www.blackbirdauctions.com/-- is a boutique
auction and valuation firm that relieves the stress for secured
creditors, bankruptcy trustees, and complex Chapter 11 cases.
Blackbird's management team has an exceptional record of
customizing successful auction campaigns across a breadth of
industries to return monetary value to sellers seeking to liquidate
assets. Blackbird was founded by auction veteran David Fiegel, a
certified appraiser with 24 years' experience selling commercial
assets and real estate throughout North America.
HATSWELL FARMS: Hires Bradshaw Fowler as Reorganization Counsel
---------------------------------------------------------------
Hatswell Farms, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to hire Jeffrey D. Goetz,
Esq. and the law firm of Bradshaw, Fowler, Proctor & Fairgrave,
P.C., as its general reorganization counsel.
Services required of Bradshaw are:
(a) advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
(b) advise the Debtor regarding matters of Bankruptcy Law,
including the rights and remedies of the Debtor with regard to his
assets and with respect to the claims of creditors;
(c) represent the Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court where the
Debtor's rights under the Bankruptcy Code may be litigated or
affected;
(d) conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case;
(e) advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same affect the Debtor
in this proceeding;
(f) assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 Plan;
(g) make any court appearances on behalf of the Debtor; and
(h) take such other action and perform such other services as
the Debtor may require of the firm in connection with the Chapter
11 case.
Jeffrey D. Goetz, Esq. attests that his firm is a disinterested
person as that term is defined in Bankruptcy Code Section 101(14).
The Counsel's regular hourly rates are:
Jeffrey D. Goetz $375
Krystal R. Mikkilineni $190
Paralegal $90 to $110
Associates $125 to $250
The counsel can be reached through:
Jeffrey D. Goetz, Esq.
Bradshaw Fowler Proctor & Fairgrave P.C.
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Phone: 515/246-5817
Fax: 515/246-5808
E-mail: goetz.jeffrey@bradshawlaw.com
About Hatswell Farms
Hatswell Farms, Inc., is an Iowa corporation engaged in farming
operations including miscellaneous crop farming.
Hatswell Farms, Inc., filed a Chapter 11 petition (Bankr. S.D. Iowa
Case No. 18-00859) on April 17, 2018. The Debtor is represented by
Jeffrey D. Goetz, Esq. at Bradshaw Fowler Proctor & Fairgrave P.C.
JT Korkow, d/b/a Northwest Financial Consulting, is its financial
advisor.
At the time of filing, the Debtor estimated $1,000,001 to $10
million in assets and liabilities.
HATSWELL FARMS: Hires Northwest Financial Consulting as Advisor
---------------------------------------------------------------
Hatswell Farms, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to hire JT Korkow, d/b/a
Northwest Financial Consulting, as its financial advisor.
Services to be rendered by the JT Korkow are:
a. assist in preparing or reviewing a 13 week budget and cash
flow analysis;
b. work with the Debtor to develop alternative strategies for
improving profitability and liquidity and assist in the
implementation thereof;
c. assist in working with the Unsecured Creditors Committee as
needed;
d. if requested, assist/manage a sale process (prepare
marketing information on the Debtor, develop a list of potential
targets, coordinate and arrange meetings with interested parties,
build an online data room, assist with
negotiations and work with counsel and management to consummate a
transaction);
e. coordinate with the Debtor's legal counsel regarding
matters related to the restructuring process; and
f. perform other services as requested by Debtor throughout
the bankruptcy process.
JT Korkow's services will be charged at $150.00 per hour. JT
Korkow, d/b/a Northwest Financial Consulting has received a
prepetition retainer of $5,000 to guaranty payment of his services
and costs in connection with Debtor's Chapter 11 case as financial
advisor.
JT Korkow, d/b/a Northwest Financial Consulting, attests that he is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The advisor can be reached through:
JT Korkow dba
Northwest Financial Consulting
131 N. State Hwy. 59
Volborg, MT 59351
Cell: (406) 554-3123 cell
Home: (406) 853-1460
E-mail: jtkorkow@yahoo.com
About Hatswell Farms
Hatswell Farms, Inc., is an Iowa corporation engaged in farming
operations including miscellaneous crop farming.
Hatswell Farms, Inc., filed a Chapter 11 petition (Bankr. S.D. Iowa
Case No. 18-00859) on April 17, 2018. The Debtor is represented by
Jeffrey D. Goetz, Esq. at Bradshaw Fowler Proctor & Fairgrave P.C.
JT Korkow dba Northwest Financial Consulting is its financial
advisor.
At the time of filing, the Debtor estimated $1 million to $10
million in assets and liabilities.
HH CINCINNATI: Foreclosure Sale Scheduled for June 12
-----------------------------------------------------
BY ORDER OF SECURED PARTY
PUBLIC AUCTION - FORECLOSURE SALE INCLUDING
100% OF THE MEMBERSHIP INTERESTS IN HH CINCINNATI TEXTILE L.P.
DATE AND TIME
THURSDAY, JUNE, 12 2018 AT 12:00 P.M. (EASTERN TIME)
PLACE
The offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of
the Americas, New York, New York 10036
FOR SALE
(i) All right, title and interest of HH Textile LP, a Delaware
limited partnership, in, to and under, 99.9% of the limited
partnership interests (the "LP Partnership Interest" ) in HH
Cincinnati Textile L.P., an Ohio limited partnership (the "Company"
), (ii) all right, title and interest of Hudson Cincinnati Real
Estate Manager LLC, an Ohio limited liability company (together
with HH Textile LP, collectively, the "Debtor" ), in, to and under,
0.1% of the limited partnership interests (the "GP Partnership
Interest" and, together with the LP Partnership Interest,
collectively, the "Partnership Interest" ) in the Company, and
(iii) together with all of the other "Collateral" as such term is
defined in that certain Pledge Agreement from Debtor to ACRES
Capital Servicing LLC and DW Commercial Finance, LLC (the "Secured
Party") dated as of March 1, 2016 (the "Pledge Agreement" ) (such
Partnership Interest and such other Collateral are collectively
referred to as the "Equity Interest" ).
The Equity Interests are to be sold at auction conducted by Mannion
Auctions, LLC, William Mannion, NY licensed auctioneer, DCA
#796322, as a single asset and not in parts or as separate assets.
All interested prospective purchasers are invited to attend and bid
at the sale.
TERMS OF SALE
* Based upon information provided by the Debtor and the Company
and certain other persons and entities affiliated therewith, it is
the understanding of Secured Party (but without any warranty or
representation by Secured Party as to the accuracy or completeness
of the following matters) that the Debtor owns 100% of the limited
partnership interests in the Company and the Company owns and
operates the real estate commonly known as The Textile Building,
205 West 4th Street, Cincinnati, Ohio (the "Textile Building" ).
* The Secured Party reserves the right to accept or reject any
bid and shall not be obligated to make any sale pursuant to this
notice (but if any such sale is made, it will be made to the
highest qualified bidder at the sale). The Secured Party reserves
the right to credit bid any and all indebtedness of the Company to
Secured Party secured by the Pledge Agreement and become the
purchaser at the Sale.
* THE EQUITY INTEREST WILL BE SOLD PURSUANT TO APPROPRIATE
TRANSFER DOCUMENTS (THE "TRANSFER DOCUMENTS" ) ON AN "AS IS, WHERE
IS" BASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR
NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY
REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS.
* The Equity Interest is an unregistered security under the
Securities Act of 1933, as amended (the "Securities Act"). Because
of this and the fact that the Equity Interest is being sold as a
block, the purchaser of the pledged Equity Interest will be
required to execute a letter representing (i) that it possesses
sufficient business and investment experience to effectively
evaluate the potential risks and merits of purchasing the pledged
Equity Interest; (ii) that it is an "accredited investor" (as
defined in Rule 501 of the Securities Act and any applicable state
blue sky laws) and has sufficient financial ability and net worth
to bear the economic risk of investment in the pledged Equity
Interest for an indefinite period of time and to withstand a total
loss of purchaser's investment in the pledged Equity Interest;
(iii) that it is purchasing the pledged Equity Interest for
investment purposes, solely for its own account and not with a view
to distribution or resale thereof; and (iv) that the pledged Equity
Interest will not be resold or transferred or otherwise
hypothecated by the purchaser without prior registration in
accordance with the Securities Act and applicable state blue sky
laws or unless an exemption from such registration under the
Securities Act or applicable state blue sky laws is available. The
pledged Equity Interest will be appropriately conveyed pursuant to
the Transfer Documents, which will bear an appropriate legend to
the effect that the pledged Equity Interest may not be sold or
transferred without registration under the Securities Act or the
availability of a valid exemption from such registration.
* The following shall apply with respect to the sale herein
described. A bid deposit of $100,000 in the form of a cashier's
check or certified check or other immediately available funds
payable to "ACRES Capital Servicing LLC" will be required in order
to bid, which deposit shall be returned if the person making the
deposit is not the successful bidder. The balance will be due upon
the conclusion of the sale. All bids must be accompanied by
evidence satisfactory to Secured Party in its sole and absolute
discretion of the bidder's ability to make payment of the balance
of the purchase price. If the successful bidder defaults, then the
Secured Party shall be authorized to reschedule the sale and to
retain the bid deposit. Consummation of sale will be made
immediately upon receipt of payment of the full bid price by
delivery of an assignment of Equity Interest, specifying the
transfer "AS-IS, WHERE-IS, WITH ALL FAULTS" and without
representation or warranty. In the event that the Secured Party is
unable for any reason to consummate the sale of the Equity Interest
to the successful bidder, its sole obligation to the bidder shall
be the return of the principal amount of the bidder's deposit,
without interest. Other terms and conditions will be announced at
or prior to the time of sale, and any of the foregoing may be
waived or modified by the Secured Party in its discretion. Secured
Party may adjourn or cancel the sale hereby advertised or cause
such sale to be adjourned from time to time, without written notice
or further publication, by announcement at the time and place
appointed for such sale, or any adjournment, and, without further
notice or publication, such sale may be made at the time or place
to which the sale may have been so adjourned.
* The Pledge Agreement and the Transfer Documents and
information relating to the Equity Interest, the Company, the
Textile Building and certain other information are available for
review by a qualified prospective bidder by contacting the person
named below. Potential bidders are encouraged to perform such due
diligence as they deem necessary. All prospective bidders and
others receiving or examining non-public information may be
required to enter into a nondisclosure agreement and keep the
information strictly confidential. No information provided to a
prospective bidder in response to any such request shall constitute
a representation or warranty of any kind with respect to such
information, the Equity Interest, the Company, the Textile Building
or the public sale.
* Upon execution of a non-disclosure agreement, prospective
bidders are entitled to an accounting of the unpaid indebtedness
secured by the collateral that the Secured Party intends to sell.
You may request an accounting by contacting Jaclyn Jesberger,
General Counsel, ACRES Capital Servicing LLC, 865 Merrick Avenue,
Suite 200S, Westbury, New York 11590, (516) 307-0057,
jjesberger@acrescap.com.
HUSA INC: Hires Dill and Dill as Special Counsel
------------------------------------------------
HUSA, Inc., and its debtor-affiliates seek authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Dill, Dill, Carr, Stonbraker and Hutchings, P.C. d/b/a Dill and
Dill as special counsel to provide them with advice and
representation regarding licensing and regulatory matters before
the Colorado Licensing Boards.
The Dill Firm charges a flat rate of $350 to prepare and file the
annual licensing renewal applications. Mr. Stephen M. Lee will
charge $350 per hour and paralegals will be paid $150.00.
Stephen M. Lee, shareholder with the law firm of Dill, Dill, Carr,
Stonbraker and Hutchings, PC, attests that the attorneys at the
Dill Firm are disinterested persons as that term is defined in 11
U.S.C. Sec. 101(14).
The firm can be reached through:
Stephen M. Lee, Esq.
Dill, Dill, Carr, Stonbraker and Hutchings, P.C.
455 Sherman Street, Suite 300
Denver, CO 80203
Tel: (303) 777-3737
Fax: (303) 777-3823
About HUSA, Inc.
Based in Houston, Texas, HUSA Management is a privately held
corporation owned by Larry Martin and Edgar Carlson. The company
portfolio includes brands like Baker St. Pub & Grill, Sherlock's
Pub & Grill, Sherlock's Pub, Local Pour, Restless Palate, Big Texas
Ice House & Dance Hall and British Beverage Company. With the
purchase of Sherlock's Baker St. Pub 1995, HUSA Management Inc.
continues to grow. The company is founded in 1995.
HUSA Management filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 17-36535) on Dec. 4, 2017. In the petition signed by Larry
Martin, president, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Judge Marvin
Isgur presides over the case. Matthew Brian Probus, Esq., at
Wauson Probus, is the Debtor's counsel. Guideboat Advisors, LLC,
is the financial investment advisor and asset sale broker.
ICONIX BRAND: Stockholders Approve Authorized Common Shares Hike
----------------------------------------------------------------
At a special meeting of stockholders of Iconix Brand Group, Inc.,
held on April 26, 2018, the Company's stockholders entitled to vote
at the meeting voted to approve the amendment to the Company's
Certificate of Incorporation to increase the number of authorized
shares of its common stock, $.001 par value per share, from
150,000,000 to 260,000,000.
The proposal to adjourn the Special Meeting of Stockholders of the
Company, in order to solicit additional proxies in the event there
were insufficient votes at the meeting, was not presented at the
meeting, given that the Share Increase Proposal was approved by the
Company's stockholders.
About Iconix Brand
Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments. The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions. Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY.
Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016 and a net loss attributable to the Company
of $186.5 million in 2015. As of Dec. 31, 2017, Iconix Brand had
$870.51 million in total assets, $891.2 million in total
liabilities, $30.28 million in redeemable non-controlling
interests, and a total stockholders' deficit of $50.97 million.
Due to certain developments, including the decision by Target
Corporation not to renew the existing Mossimo license agreement
following its expiration in October 2018 and by Walmart, Inc. not
to renew the existing Danskin Now license agreement following its
expiration in January 2019, and the Company's revised forecasted
future earnings, the Company forecasted that it would unlikely be
in compliance with certain of its financial debt covenants in 2018
and that it may otherwise face possible liquidity challenges in
2018. The Company said these factors raised substantial doubt
about its ability to continue as a going concern. The Company's
ability to continue as a going concern is dependent on its ability
to raise additional capital and implement its business plan.
IHEARTMEDIA INC: Committee Taps Akin Gump as Legal Counsel
----------------------------------------------------------
The official committee of unsecured creditors of iHeartMedia, Inc.,
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to hire Akin Gump Strauss Hauer & Feld LLP as its
legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist in its negotiations with iHeartMedia and
its affiliates; analyze claims of creditors; assist the committee
in its analysis of and negotiations with the Debtors concerning
matters related to asset disposition, financing and the terms of a
plan of reorganization, among other things.
The firm's hourly rates range from $840 to $1,695 for partners,
$575 to $1,325 for senior counsel, $590 to $990 for counsel, $250
to $915 for associates, and $160 to $430 for paraprofessionals.
The Akin Gump attorneys expected to represent the committee are:
Ira Dizengoff Partner $1,475
Philip Dublin Partner $1,375
Charles Gibbs Partner $1,375
Marty Brimmage Partner $1,240
Lacy Lawrence Partner $910
Naomi Moss Counsel $980
Roxanne Tizravesh Counsel $825
R.J. Shannon Associate $795
Edan Lisovicz Associate $795
Rachelle Rubin Associate $710
Zach Lanier Associate $620
Philip Dublin, Esq., a partner at Akin Gump, 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.
Dublin disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Akin Gump professional has varied his
rate based on the geographic location of the Debtors' cases.
Mr. Dublin also disclosed that his firm has not represented any
member of the committee prior to its employment related to the
cases.
Akin Gump expects to develop a prospective budget and staffing plan
to comply with the U.S. Trustee's request for information and
additional disclosures, according to Mr. Dublin.
The firm can be reached through:
Philip C. Dublin, Esq.
One Bryant Park
Bank of America Tower
New York, NY 10036-6745
Tel: +1 212.872.8083 / +1 212.872.1000
Fax: +1 212.872.1002 / +1 212.872.1002
Email: pdublin@akingump.com
Email: newyorkinfo@akingump.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.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles &
Olson LLP as conflicts counsel; Moelis & Company and Perella
Weinberg Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.
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: Committee Taps FTI as Financial Advisor
--------------------------------------------------------
The official committee of unsecured creditors of iHeartMedia, Inc.
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to hire FTI Consulting, Inc., as its financial
advisor.
The firm will assist the committee in reviewing financial
information prepared by iHeartMedia and its affiliates; review
tax-related issues; assist in discussions with the Debtors and the
U.S. trustee; prepare information necessary for the confirmation of
a bankruptcy plan; and provide other financial advisory services.
The firm will charge these hourly rates:
Senior Managing Directors $875 - $1,075
Directors $650 - $855
Senior Directors $650 - $855
Managing Directors $650 - $855
Consultants $345 - $620
Senior Consultants $345 - $620
Administrative $140 - $270
Paraprofessionals $140 - $270
Matthew Diaz, senior managing director of FTI, disclosed in a court
filing that his firm does not hold or represent any interests
adverse to the Debtors' estates, according to court filings.
The firm can be reached through:
Matthew Diaz
FTI Consulting, Inc.
Three Times Square, 9th Floor
New York, NY, 10036
Tel: +1 212 247 1010
Fax: +1 212 841 9350
Email: matt.diaz@fticonsulting.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.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles &
Olson LLP as conflicts counsel; Moelis & Company and Perella
Weinberg Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.
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: Committee Taps Jefferies as Investment Banker
--------------------------------------------------------------
The official committee of unsecured creditors of iHeartMedia, Inc.,
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to hire Jefferies LLC as its investment banker.
The firm will assist the committee in examining any potential or
proposed restructuring or other transactions; advise the committee
regarding the implementation of the transaction; negotiate with
other stakeholders; and provide other investment banking services.
Jefferies will receive a monthly fee of $175,000 until the
expiration or termination of its employment. Fifty percent of the
monthly fee actually paid to Jefferies after the firm has been paid
12 full monthly fees will be credited once (without duplication)
against any "transaction fee" due to the firm.
Upon the effective date of a Chapter 11 plan, Jefferies will get a
transaction fee equal to $2.875 million; provided, however, that if
the committee either (i) supports the plan that is consummated or
(ii) does not prosecute an objection that is not withdrawn, settled
or otherwise consensually resolved and such plan is consummated,
then the amount of the transaction fee will be increased by an
additional $2.875 million.
Jefferies is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Leon Szlezinger
Jefferies LLC
520 Madison Avenue, 10th Floor
New York, NY 10022
Phone: +1 212-284-2300
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.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles &
Olson LLP as conflicts counsel; Moelis & Company and Perella
Weinberg Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.
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.
INFINITE SERVICES: Gets Final Nod to Use BB&T Cash Collateral
-------------------------------------------------------------
The Hon. Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia has entered a final order authorizing
Infinite Services & Solutions, Inc. to use cash collateral.
Branch Banking and Trust Company asserts a claim in the approximate
amount of $408,764.
In order to provide adequate protection to BB&T for Debtor's use of
cash collateral, the Debtor will pay to BB&T an adequate protection
payment equal to the monthly principal and interest payment at the
non-default rate under the pre-petition promissory note, in the
amount of $5,066.33 per month. In addition, BB&T is granted a valid
and properly perfected first priority security interest on all
property acquired after the Petition Date that is the same or
similar nature, kind or character as BB&T's pre-petition
collateral, to the extent of any diminution in the value of the
cash collateral.
A full-text copy of the Final Order is available at
http://bankrupt.com/misc/ganb18-52712-41.pdf
About Infinite Services
Infinite Services & Solutions, Inc. -- http://www.infinitessol.com/
-- is an innovative logistics support, training, maintenance,
information technology, and systems engineering and integration
corporation. Founded in 2006, the company provides services and
solutions to governmental and commercial customers globally. The
company is headquartered in Atlanta, Georgia.
Infinite Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-52712) on Feb. 16,
2018. In the petition signed by CFO Khary Lewis, the Debtor
estimated assets of less than $100,000 and liabilities of $1
million to $10 million.
William Anderson Rountree, Esq., at Rountree & Leitman, LLC, is the
Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
INPIXON: CVI Investments & Heights Capital Have 9.9% Stake
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, CVI Investments, Inc. and Heights Capital Management,
Inc., disclosed that as of April 20, 2018, they beneficially own
1,044,764 shares of common stock of Inpixon, constituting 9.9
percent of the shares outstanding.
Heights Capital Management, Inc. is the investment manager to CVI
Investments, Inc. and as such may exercise voting and dispositive
power over these shares.
The number of Shares reported as beneficially owned consists of
Shares issuable upon conversion of Series 4 Convertible Preferred
Stock, par value $0.001 per share. The Preferred Stock is not
convertible to the extent that the total number of Shares then
beneficially owned by a Reporting Person and its affiliates and any
other persons whose beneficial ownership of Shares would be
aggregated with such Reporting Person for purposes of Section 13(d)
of the Exchange Act, would exceed 9.99%.
A full-text copy of the regulatory filing is available at:
https://is.gd/oJuALQ
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on radically new sensor technology that finds
all accessible cellular, Wi-Fi, Bluetooth and RFID signals
anonymously. Paired with a high-performance, data analytics
platform, this technology delivers visibility, security and
business intelligence on any commercial or government premises
world-wide. Inpixon's products, infrastructure solutions and
professional services group help customers take advantage of
mobile, big data, analytics and the Internet of Things (IoT).
Inpixon reported a net loss of $35.03 million on $45.13 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $27.50 million on $53.16 million of total revenues for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Inpixon had $27.69
million in total assets, $46.54 million in total liabilities and a
total stockholders' deficit of $18.85 million.
Marcum LLP, in New York, 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 significant working
capital deficiency, has incurred significant losses 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.
INPIXON: Registers 3.1M Shares for Issuance Under Incentive Plans
-----------------------------------------------------------------
Inpixon filed with the Securities and Exchange Commission a Form
S-8 registration statement to register 88,978 additional shares of
the Company's Common Stock for issuance under the 2011 Plan
pursuant to the provisions of the 2011 Plan that provide for an
automatic annual increase in the number of shares reserved for
issuance under the 2011 Plan.
The Registration Statement also relates to the registration of
3,000,000 shares of the Company's Common Stock that may be offered
and sold under the 2018 Plan.
A full-text copy of the Form S-8 prospectus is available at:
https://is.gd/yJJUpH
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on radically new sensor technology that finds
all accessible cellular, Wi-Fi, Bluetooth and RFID signals
anonymously. Paired with a high-performance, data analytics
platform, this technology delivers visibility, security and
business intelligence on any commercial or government premises
world-wide. Inpixon's products, infrastructure solutions and
professional services group help customers take advantage of
mobile, big data, analytics and the Internet of Things (IoT).
Inpixon reported a net loss of $35.03 million on $45.13 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $27.50 million on $53.16 million of total revenues for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Inpixon had $27.69
million in total assets, $46.54 million in total liabilities and a
total stockholders' deficit of $18.85 million.
Marcum LLP, in New York, New York, 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 significant
working capital deficiency, has incurred significant losses 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.
KEAST ENTERPRISES: Hires Bradshaw Fowler as Reorganization Counsel
------------------------------------------------------------------
Keast Enterprises Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to hire Jeffrey D. Goetz,
Esq. and the law firm of Bradshaw, Fowler, Proctor & Fairgrave,
P.C. as its general reorganization counsel.
Services required of Bradshaw are:
(a) advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
(b) advise the Debtor regarding matters of Bankruptcy Law,
including the rights and remedies of the Debtor with regard to his
assets and with respect to the claims of creditors;
(c) represent the Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court where the
Debtor's rights under the Bankruptcy Code may be litigated or
affected;
(d) conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case;
(e) advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same affect the Debtor
in this proceeding;
(f) assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 Plan;
(g) make any court appearances on behalf of the Debtor; and
(h) take such other action and perform such other services as
the Debtor may require of the firm in connection with the Chapter
11 case.
Jeffrey D. Goetz, Esq. attests that his firm is a disinterested
person as that term is defined in Bankruptcy Code Section 101(14).
The Counsel's regular hourly rates are:
Jeffrey D. Goetz $375
Krystal R. Mikkilineni $190
Paralegal $90-$110
Associates $125-$250
The counsel can be reached through:
Jeffrey D. Goetz, Esq.
Bradshaw Fowler Proctor & Fairgrave P.C.
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Phone: 515/246-5817
Fax: 515/246-5808
E-mail: goetz.jeffrey@bradshawlaw.com
About Keast Enterprises
Keast Enterprises Inc., is an Iowa corporation engaged in farming
operations including miscellaneous crop farming.
Keast Enterprises filed a Chapter 11 petition (Bankr. S.D. Iowa
Case No. 18-00856) on April 17, 2018. The Debtor is represented by
Jeffrey D. Goetz, Esq. at Bradshaw Fowler Proctor & Fairgrave P.C.
JT Korkow, doing business as Northwest Financial Consulting, is its
financial advisor.
At the time of filing, the Debtor estimated $1 million to $10
million in assets and liabilities.
KEAST ENTERPRISES: Hires Northwest Financial as Advisor
-------------------------------------------------------
Keast Enterprises Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to hire JT Korkow, d/b/a
Northwest Financial Consulting, as its financial advisor.
Services to be rendered by the JT Korkow are:
a. assist in preparing or reviewing a 13 week budget and cash
flow analysis;
b. work with the Debtor to develop alternative strategies for
improving profitability and liquidity and assist in the
implementation thereof;
c. assist in working with the Unsecured Creditors Committee as
needed;
d. if requested, assist/manage a sale process (prepare
marketing information on the Debtor, develop a list of potential
targets, coordinate and arrange meetings with interested parties,
build an online data room, assist with
negotiations and work with counsel and management to consummate a
transaction);
e. coordinate with the Debtor's legal counsel regarding
matters related to the restructuring process; and
f. perform other services as requested by Debtor throughout
the bankruptcy process.
JT Korkow's services will be charged at $150.00 per hour. JT
Korkow, d/b/a Northwest Financial Consulting has received a
prepetition retainer of $5,000 to guaranty payment of his services
and costs in connection with Debtor's Chapter 11 case as financial
advisor.
JT Korkow dba Northwest Financial Consulting attests that he is a
"disinterested person" as that term is defined in Bankruptcy Code
Section 101(14).
The advisor can be reached through:
JT Korkow dba
Northwest Financial Consulting
131 N. State Hwy. 59
Volborg, MT 59351
Cell: (406) 554-3123 cell
Home: (406) 853-1460
E-mail: jtkorkow@yahoo.com
About Keast Enterprises
Keast Enterprises Inc., is an Iowa corporation engaged in farming
operations including corn and soybeans farming.
Keast Enterprises Inc., filed a Chapter 11 petition (Bankr. S.D.
Iowa Case No. 18-00856) on April 17, 2018. The Debtor is
represented by Jeffrey D. Goetz, Esq. at Bradshaw Fowler Proctor &
Fairgrave P.C. JT Korkow, d/b/a Northwest Financial Consulting, is
its financial advisor.
At the time of filing, the debtor estimates $1,000,001 to $10
million in both assets and liabilities.
KRUGER PRODUCTS: DBRS Finalizes 'BB' Issuer Rating, Trend Stable
----------------------------------------------------------------
DBRS Limited finalized the provisional Issuer Rating of BB and the
provisional Senior Unsecured Notes (the Notes) rating of BB (low)
with a Recovery Rating of RR5 on Kruger Products L.P. All trends
are Stable.
After its review of all documentation associated with the recent
offering, DBRS has confirmed that all terms of the issuance of the
Notes were consistent with those contemplated at the time the
provisional ratings were assigned on April 16, 2018.
The aggregate gross proceeds from the Notes totaled $125 million.
The Notes mature on April 24, 2025, and bear interest at a fixed
annual rate of 6.00%. Proceeds from the Notes were used to reduce
the outstanding balance under the Syndicated Credit Facility and
for general corporate purposes.
Notes: All figures are in Canadian dollars unless otherwise noted.
LIBERTY INDUSTRIES: Seeks Permission to Use Regions Cash Collateral
-------------------------------------------------------------------
Liberty Industries, L.C., asks the U.S. Bankruptcy Court for the
Southern District of Florida to authorize the use of cash
collateral on which Regions Bank holds a first priority lien.
The Debtor requires the use of the cash collateral for the
continued operation of its business in the ordinary course,
including payment of payroll and expenses attendant thereto.
Without the use of the income, the Debtor will be forced to
discontinue their business operations, including the loss of jobs
for 13 employees.
The Debtor's proposed 3-Month Budget shows total expenses in the
aggregate amount of $75,000 during the months from April to June
2018.
As of the filing date, the Debtor is indebted to Regions Bank in
the principal amount of $2,718,083 plus accrued and unpaid
interest, costs and fees due pursuant to applicable law. The
collateral that secures this loan is valued at over $3,700,000 and
consists of cash, accounts receivable, inventory and machinery and
equipment and three parcels of real property located in Newburgh,
Warrick County, Indiana.
In order (i) to adequately protect Regions Bank in connection with
the Debtor's use of the Cash Collateral, and (ii) to provide
Regions Bank with additional adequate protection in respect to any
decrease in the value of its interests in the Collateral resulting
from the stay imposed under Section 362 of the Bankruptcy Code or
the Debtor's use of the collateral, the Debtor would offer as
adequate protection of the Regions Bank's lien a monthly payment of
$22,500, in each of May and June, and a first priority
post-petition lien on all cash and receivables of the Debtor
generated post-petition.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/flsb18-14231-8.pdf
About Liberty Industries
Liberty Industries, L.C. dba Tower Innovations --
http://towerinnovations.net-- is a manufacturer of communication
towers, specializing in broadcast and wireless structures. Tower
Innovations is a privately held company and a unit of Liberty
Industries. It was founded in Newburgh, Indiana in 2006 after
acquiring Kline Towers, established in 1953, and Central Tower,
established in 1984. Tower Innovations is a multi-functional
provider of communication systems and has thousands of quality
structures in service around the world. These include towers for
DTV/NTSC, AM and FM broadcasting, two-way, WiFi, cellular and PCS
communications. The Company offers complete innovative engineering
solutions, design and fabrication services. Liberty Properties
operates a commercial manufacturing facility in Newburgh, Indiana.
On Sept. 9, 2016, a voluntary petition under Chapter 11 was filed
by Liberty Industries under Case No. 16-22332. On Sept. 7, 2016, a
voluntary petition under Chapter 11 was filed by Liberty Properties
under Case No. 16-22333. On Sept. 12, 2012, Liberty Industries
sought bankruptcy protection (Bankr. S.D. Fla. Case No. 12-32843).
Liberty Properties filed a Chapter 11 petition on Sept. 25, 2012
(Bankr. S.D. Fla. Case No. 12-32882).
Liberty Industries, L.C. dba Tower Innovations and Liberty
Properties At Newburgh, L.C. filed separate Chapter 11 petitions
(Bankr. S.D. Fla. Case Nos. 18-14231 and 18-14232), on April 11,
2018. The Petition was signed by William Gates, manager. The case
is assigned to Judge Erik P. Kimball. The Debtor is represented by
Robert C. Furr, Esq. at Furr & Cohen.
At the time of filing, Liberty Industries had total assets and
liabilities at $4,480,000 each, and Liberty Prop At Newburgh had
$3,710,000 in total assets and $3,330,000 in total liabilities.
LNB-015-13 LLC: Has Until June 14 to Exclusively File Plan
----------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has given LNB-015-13 LLC until June
14, 2018, to exclusively file an amended plan of reorganization.
As reported by the Troubled Company Reporter on Feb. 21, 2018, the
Court previously extended until April 6, 2018, the exclusivity
period for the Debtor to file an amended plan unless the parties
agree to a settlement that does not require a Chapter 11 plan. By
separate order, the Court referred the Debtor and secured creditor,
Deutsche Bank, to mediation.
Deutsche Bank was previously granted stay relief to complete its
foreclosure through sale. Deutsche Bank may not request entry of a
court order in the foreclosure case scheduling a sale any earlier
than Aug. 14, 2018. The parties will complete mediation by May 30,
2018.
A copy of the court order is available at:
http://bankrupt.com/misc/flsb17-19226-70.pdf
About LNB-015-13 LLC
LNB-015-13, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-19226) on July 22,
2017. In the petition signed by Harel Bitton, its authorized
representative, the Debtor estimated assets and liabilities of less
than $500,000. Joel M. Aresty P.A. is the Debtor's bankruptcy
counsel. An official committee of unsecured creditors has not yet
been appointed in the Chapter 11 case.
LNB-015-13 LLC: Plan Delayed Due to Deutsche Bank Appraisal
-----------------------------------------------------------
LNB-015-13 LLC joined by Deutsche Bank, ask the U.S. Bankruptcy
Court for the Southern District of Florida to move the foreclosure
sale, to extend the time for mediation, and to extend exclusive
period file amended plan.
The Court has previously entered an Order establishing deadlines
for foreclosure, plan and exclusivity and mediation. Deutsche Bank
has agreed that the delays in getting the Bank's appraisal has
resulted in a time crunch necessitating moving the dates for a
month. Thus, the July 14 foreclosure sale is moved to August 14,
2018; the May 14 plan deadline and exclusivity to June 14, 2018;
and the April 27 mediation moved to May 27, 2018.
About LNB-015-13 LLC
LNB-015-13, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-19226) on July 22,
2017. In the petition signed by Harel Bitton, its authorized
representative, the Debtor estimated assets and liabilities of less
than $500,000. Joel M. Aresty P.A. is the Debtor's bankruptcy
counsel. An official committee of unsecured creditors has not yet
been appointed in the Chapter 11 case.
LOCKWOOD HOLDINGS: Talks With Prepetition Lender Delay Plan Filing
------------------------------------------------------------------
Lockwood Holdings, Inc., and certain of its affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to extend the
exclusive periods during which only the Debtors can file a Chapter
11 plan and solicit acceptances of the plan through and including
Aug. 31, 2018, and Nov. 2, 2018, respectively.
A hearing will be held on the Debtors' request on May 21, 2018, at
1:00 p.m. (CT).
The requested extension dates synch up to the milestones recently
approved by the Court of its interim order approving DIP financing,
as agreed to among the Debtors, the Official Committee of Unsecured
Creditors and the DIP lenders as reflected in Section 7.23 of the
DIP credit agreement.
Currently, the Filing Exclusivity Period will expire on May 18,
2018, for the Jan. 18 Debtors and May 24, 2018, for the Jan. 24
Debtors. The Solicitation Exclusivity Period is currently set to
expire on July 17, 2018, for the Jan. 18 Debtors and July 23, 2018,
for the Jan. 24 Debtors.
These are cases with a large creditor base, with over a thousand
parties in interest. The Debtors are also negotiating with
multiple parties in interest that have taken an active role in
these Chapter 11 cases, including the Committee, Wells Fargo as
prepetition and postpetition lender and agent, prepetition vendors,
and others. The Court just entered an interim DIP financing order
on April 23, 2018 -- after weeks of negotiation and discussion
among the parties -- which sets forth milestones for plan
confirmation (and/or a sale) and provides the Debtors with
necessary liquidity to maximize value.
The Debtors require additional time to formulate a plan and
disclosure statement in light of the many moving parts present in
these cases, including Debtors' efforts to propose and consummate a
workable plan of reorganization.
In the approximately 90 days since the Petition Dates, the Debtors
have negotiated in good faith, and to the greatest extent
practicable worked collaboratively with, their stakeholders. Since
the Petition Dates, the Debtors have worked tirelessly to secure
critical financial and operational relief (through both cash
collateral usage and now a DIP loan), negotiated with their
prepetition lenders, vendors and the Committee, filed their
schedules of assets and liabilities and statements of financial
affairs, engaged in a postpetition marketing and sale process of
certain of their assets, and hired various professionals to help
them through the reorganization process, among a variety of other
things.
This request for an extension of the Exclusivity Periods is the
Debtors' first and will result in an extension of approximately 90
days. Courts routinely grant a debtor's request for an initial
exclusivity extension. Moreover, the Debtors, the Committee and
the Debtors' pre-and postpetition lenders have agreed to milestones
for the filing and approval of a disclosure statement and
confirmation of a Chapter 11 plan. To facilitate the agreed-upon
timeline, and to allow the Debtors the necessary time to navigate
complex issues and constituent negotiations, and extension of the
Exclusivity Periods is appropriate.
The Debtors have not sought an extension of exclusivity to pressure
creditors or other parties in interest. On the contrary, all
creditor constituencies are benefitted by providing the Debtors
with sufficient time to determine what transaction or combination
of transactions will provide the greatest value to their estates
and the greatest recovery to their creditors.
The Debtors seek to maintain exclusivity so parties with competing
interests do not impede the Debtors' efforts to obtain stakeholder
support for a sale of some or all of the Debtors' assets, a balance
sheet restructuring, or some combination thereof. Extending
exclusivity benefits all creditors by preventing the drain on time
and resources that inevitably occurs when competing plans are
filed. All stakeholders benefit from continued stability and
predictability that a centralized process provides, which can only
occur while the Debtors remain the sole plan proponents. Moreover,
even if the Court approves an extension of the Exclusivity Periods,
nothing prevents parties in interest from later seeking to reduce
or terminate exclusivity for cause. Accordingly, an extension of
the Exclusivity Periods is in the best interest of the Debtors'
estates, their creditors, and all other parties in interest.
These are relatively complex cases with a large number of
creditors, and there are still many moving parts that need to be
resolved before the Debtors can propose effective plans. Certain
events led to an emergency bankruptcy filing by the Debtors, so the
Debtors did not have the opportunity to prepare or otherwise start
putting together a plan of reorganization prepetition.
As a result, the Debtors had to spend a significant amount of time
postpetition negotiating with their prepetition lender and
otherwise stabilizing their business operations. The Debtors have
been diligently working toward obtaining additional capital or
other reorganization transactions as part of the Debtors'
reorganization efforts. All the while, the Debtors have been
operating their businesses and complying with the administrative
requirements of the Chapter 11 process.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/txsb18-30197-342.pdf
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 U.S. Trustee appointed an official committee of unsecured
creditors.
LONGO COMMERCIAL: Needs Time to Seek New Business Opportunities
---------------------------------------------------------------
Longo Commercial Cabinets, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of New York to extend until Aug. 24, 2018, the
Debtor's exclusive time to file a plan of reorganization.
At the status conference held on April 18, 2018, the Debtor's
counsel, Scott D. Simon, Esq., at Goetz Fitzpatrick LLP, advised
the Court that the Debtor continues to seek new business
opportunities and is not yet in a position to propose a plan of
reorganization. The Court responded by authorizing the Debtor's
counsel to make this letter application to extend the Debtor's
exclusive time to propose a plan of reorganization.
The date that is 300 days after the Petition Date is Aug. 26, 2018.
The Debtor has several bids for new work outstanding. The Debtor
also continues to evaluate new projects that may be suitable for
the Debtor to submit proposals. The present uncertainty surrounding
whether the Debtor will be selected to perform the projects for
which it has submitted bids and whether other opportunities to make
bids will present themselves renders the Debtor unable to propose a
plan at this time.
According to the Counsel says that the need for the Debtor to
continue weighing its options for reorganizing demonstrates good
cause for extending exclusivity under Section 1121(e) of the
U.S. Bankruptcy Code.
A copy of the Counsel's letter to the Court is available at:
http://bankrupt.com/misc/nyeb17-76698-46.pdf
About Longo Commercial Cabinets Inc.
Longo Commercial Cabinets Inc. is a millwork and cabinetry
contractor. It operates at the premises located at 829 North
Richmond Avenue, Lindenhurst, New York.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-76698) on Oct. 30, 2017. Robert
Longo, chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.
Gary M. Kushner, Esq., and Scott D. Simon, Esq., at Goetz
Fitzpatrick LLP serves as the Debtor's bankruptcy counsel.
MARKPOL DISTRIBUTORS: Court Inked 4th Interim Cash Collateral Order
-------------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois authorizing Markpol Distributors,
Inc., to use cash collateral to pay postpetition expenses to third
parties to the extent set forth on the budget, and other the terms
and conditions set forth in the fourth interim order.
The approved 2-week cash collateral budget provides total cash
disbursements of $468,000 for weeks ending April 21 and April 28,
2018.
In return for the Debtor's continued interim use of cash
collateral, MB Financial Bank, N.A., is granted the following
adequate protection for its asserted secured interests in
substantially all of the Debtor's assets to the extent and validity
held prepetition:
(1) The Debtor must permit the MB Financial to inspect, upon
reasonable notice, within reasonable hours, the Debtor's books and
records;
(2) The Debtor must maintain and pay premiums for insurance
to cover the collateral from fire, theft and water damage;
(3) The Debtor must make available to MB Financial evidence
of that which constitutes their collateral or proceeds;
(4) The Debtor must properly maintain the collateral in good
repair and properly manage the collateral; and
(5) MB Financial is granted replacement liens, attaching to
the collateral, but only to the extent of MB Financial's
prepetition liens.
A full-text copy of the Fourth Interim Order is available at:
http://bankrupt.com/misc/ilnb18-06105-58.pdf
About Markpol Distributors
Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is
a food distributor specializing in European grocery merchandise
imported from European exporters. The Company's customers may
select an offering of 4 to 24 feet selection of assorted grocery
merchandise appealing to the American and European consumer.
Markpol is headquartered in Wood Dale, Illinois.
Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 18-06105) on March 2, 2018. In the petition signed by CEO
Mark Kozyra, the Debtor estimated assets and liabilities at $1
million to $10 million. Judge Benjamin A. Goldgar is the case
judge.
Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's
counsel. Rally Capital Services, LLC, is the financial advisor.
Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois, on March 15 appointed five creditors to serve on an
official committee of unsecured creditors. The Committee retained
Goldstein & McClintock LLLP, as counsel.
MCCLATCHY CO: Enters Term Sheet Framework Agreement with Chatham
----------------------------------------------------------------
The McClatchy Company entered into a term sheet framework agreement
with Chatham Asset Management, LLC on April 26, 2018.
Pursuant to the terms of the Framework Agreement, Chatham and the
Company agreed to the terms of a credit arrangement whereby Chatham
will make loans to a wholly-owned subsidiary of the Company that
will be the same subsidiary that will incur the New Lien First Debt
in connection with the Refinancing comprised of a $250.0 million
Tranche A Term Loan Facility and an approximately $168.5 million
Tranche B Term Loan Facility. The Loans plus certain premiums set
forth in the Framework Agreement to repurchase approximately $82.1
million aggregate principal amount of the Company's 7.15%
Debentures due Nov. 1, 2027 and approximately $274.0 million
aggregate principal amount of the 6.875% Debentures due March 15,
2029, in each case, held by Chatham, with the remaining proceeds
used for the refinancing of the Company's 9.00% Senior Secured
Notes due 2022.
Amounts borrowed under the Tranche A Term Loan Facility will bear
interest at a rate of 7.372% per annum and mature on July 1, 2030.
Amounts borrowed under the Tranche B Term Loan Facility will bear
interest at a rate of 6.875% and mature on July 1, 2031. Interest
under the Facilities will be payable semi-annually in arrears and
calculated on the basis of 12 months of 30 days each.
Amounts borrowed under the Tranche A Term Loan Facility will be
secured by the same collateral securing the New First Lien Debt,
and such liens will be subordinated to liens securing the New First
Lien Debt and certain other first lien debt of the Company and its
subsidiaries. The liens securing the loans extended under the
Tranche B Term Loans will be subordinated to the liens securing the
New First Lien Debt, the Tranche A Term Loan Facility and certain
other first lien debt of the Company and its subsidiaries.
The loan agreement for the Facilities will contain affirmative
covenants and negative covenants related to limitations on liens
and limitations on sale and leaseback transactions, in each case,
that are consistent with those set forth in the documentation
governing the New First Lien Debt.
The Borrower will have the right to prepay the Loans at any time at
amounts equal to the aggregate principal amount of the Loans to be
repaid plus a make-whole premium, in the case of the Tranche B Term
Loan Facility, or plus a make-whole premium or applicable
prepayment premium after the third anniversary of the closing date
in the case of the Tranche A Term Loan Facility, in each case, as
set forth in the Framework Agreement.
The Framework Agreement includes customary representations and
warranties of the parties. The closing of the Term Loan
Restructuring is subject to various closing conditions set forth in
the Framework Agreement, including the negotiation of credit
documentation in a form that is reasonably satisfactory to the
parties and the contemporaneous refinancing of the Company's
outstanding 9.00% Senior Secured Notes due 2022 on terms acceptable
to the Company.
About McClatchy
The McClatchy Company operates 30 media companies in 14 states,
providing each of its communities with news and advertising
services in a wide array of digital and print formats. McClatchy
is a publisher of iconic brands such as the Miami Herald, The
Kansas City Star, The Sacramento Bee, The Charlotte Observer, The
(Raleigh) News & Observer, and the (Fort Worth) Star-Telegram.
McClatchy is headquartered in Sacramento, Calif., and listed on the
New York Stock Exchange American under the symbol MNI.
McClatchy incurred a net loss of $332.4 million for the year ended
Dec. 31, 2017, following a net loss of $34.19 for the year ended
Dec. 25, 2016. As of Dec. 31, 2017, McClatchy had $1.50 billion in
total assets, $1.71 billion in total liabilities and a
stockholders' deficit of $204.33 million.
* * *
As reported by the TCR on March 30, 2018, S&P Global Ratings
lowered its corporate credit rating on Sacramento, Calif.-based The
McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable.
"The downgrade reflects our view that McClatchy's capital structure
is unsustainable at current leverage and discretionary cash flow
(DCF) levels. Still, we don't expect a default to occur during the
next 12 months. McClatchy has no imminent liquidity concerns, full
availability on its $65 million revolving credit facility due 2019,
low capital expenditures, and it generates positive DCF.
McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating. In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow. McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.
MCCLATCHY CO: Narrows Net Loss to $38.9 Million in First Quarter
----------------------------------------------------------------
McClatchy reported a milestone in its digital transformation as
total digital advertising revenues exceeded print newspaper
advertising revenues for the first time in the first quarter of
2018.
The company reported a net loss in the first quarter of 2018 of
$38.9 million, or $5.04 per share, narrowed from a net loss of
$95.6 million, or $12.60 per share in the first quarter of 2017.
Additionally, the company reported an adjusted net loss, which
excludes severance, unique tax items, and certain other items, in
the first quarter of 2018 of $20.3 million, compared to adjusted
net loss of $14.5 million in the first quarter of 2017.
"The quarter just ended reflects a significant crossover point in
the trajectory of our digital transformation," said Craig Forman,
president and CEO of McClatchy. "Despite strong industry
headwinds, we are making progress in our strategy to drive digital
growth." The company reported a 33 percent increase in digital
subscriptions and growth of 13 percent in average monthly unique
visitors to its news sites in the first quarter compared to the
same quarter last year.
Another digital milestone was a collaboration with Google for a new
subscription platform, Subscribe with Google. "As an early
development partner and the sole local news publisher who
collaborated with Google in the early design stages, we're excited
to see the impact of this experiment on the growth of our digital
subscriptions starting in the current quarter," said Forman. "This
initiative by Google reflects a growing sentiment that is gaining
wider recognition -- local journalism plays a vital role in the
lives of individuals, in our communities and strengthens our
democracy."
Continuing on the topic of digital subscriptions, Forman added,
"We've been successful in our efforts to transition casual readers
to a digital subscription; our digital subscribers reached 112,200
by the end of the first quarter."
Separately, McClatchy announced that it has entered into an
agreement that provides for approximately $418.5 million of second
lien and Tranche B loans with one of its existing bond investors.
Expected proceeds of approximately $250.0 million from the second
lien loan will be used to repay a portion of the company's
unsecured debentures due in 2027 and 2029 held by the investor and
to reduce the company's 9.0% Senior Secured Notes due in 2022 by
approximately $50 million. The agreement also provides for $168.5
million of a Tranche B loan from the investor, expected proceeds
from which will be used to repay a portion of unsecured debentures
due in 2029 held by the investor. The transaction with the
investor is contingent upon the satisfaction of certain conditions,
including the refinancing of the remainder of the company's 9.0%
Senior Secured Notes due in 2022. The refinancing of the 9.0%
Senior Secured Notes due 2022 will be subject to market and other
conditions, and McClatchy cannot guarantee that it will be able to
refinance the notes on terms acceptable to the company or at all.
The second lien loan would bear interest at a rate of 7.372% per
annum, would mature in mid 2030 and would be subordinated to new
first lien debt expected to be issued in connection with the
refinancing of the company's 9.0% Senior Secured Notes due in 2022.
The new Tranche B loan would bear an interest rate of 6.875%,
would be subordinated to both the second lien loan and first lien
debt expected to be issued in the aforementioned refinancing and is
expected to mature in mid 2031.
Elaine Lintecum, CFO of McClatchy said, "In the first quarter we
reduced first lien debt by $95 million, to $345 million. Our first
lien debt is now less than half of our total debt of $710 million,
and our first-lien leverage ratio is now 2.13 times adjusted EBITDA
and our total leverage ratio is 4.42 times adjusted EBITDA (as
defined in our credit agreement). We believe the agreement to
issue the new loans, which is subject to a refinancing of our 2022
notes, is a win-win for bond investors and equity investors by
providing an infusion of new cash to reduce our first-lien debt."
First Quarter Results
Total revenues in the first quarter of 2018 were $198.9 million,
down 10.1% compared to the first quarter of 2017. Headwinds that
impacted advertising included continued declines in print
advertising and difficulties faced in retail advertising.
Total advertising revenues were $99.9 million, down 16.7% in the
first quarter of 2018 compared to the first quarter of 2017.
Digital-only advertising revenues grew 21.6% and total digital
advertising revenues were up 7.6% over the same period in 2017.
Direct marketing advertising revenues declined 21.9% in the first
quarter compared to the same period last year. Direct marketing
was primarily impacted by the headwinds faced by the Company's
retail customers.
Audience revenues were $86.3 million, down 5.6% in the first
quarter compared to the same period in 2017. Digital-only
subscribers ended the quarter at 112,200, representing an increase
of 32.8% from the first quarter of 2017. Digital-only audience
revenues associated with digital subscriptions were up 16.6% for
the same period. Total digital audience revenues, which are
impacted by print home delivery trends, were up 2.6% compared to
the same period last year.
Average total unique visitors to the company's online products were
78.2 million, an increase of 13.1% in the first quarter of 2018
compared to the same quarter last year.
Revenues exclusive of print newspaper advertising accounted for an
estimated 80.6% of total revenues in the first quarter of 2018, an
increase from 74.4% in the first quarter of 2017.
Results in the first quarter of 2018 included the following items:
* A non-cash charge of $14.3 million to increase a valuation
allowance on the company's deferred tax assets;
* Gains on real estate transactions net of charges associated
with relocations of certain operations resulting in a net
gain of $2.6 million ($2.1 million after-tax);
* Losses on extinguishment of debt of $5.3 million ($4.1
million after-tax);
* Severance charges totaling $2.7 million ($2.0 million after-
tax); and
* Costs related to co-sourcing information technology
operations, reorganizing operations, and trust related
litigation totaling $0.4 million ($0.3 million after-tax).
Adjusted net loss, which excludes the items above, was $20.3
million. Adjusted EBITDA was $17.4 million, down 24.5% compared to
the first quarter last year. Operating expenses were down 10.6%
while adjusted operating expenses, which exclude non-cash and
certain other charges, were down 8.4% compared to the same quarter
last year.
Other First Quarter Business and Recent Highlights
Sales Transactions:
In the first quarter, the Company completed the sale of two small
real properties for combined gross proceeds of $3.9 million. The
proceeds will be reinvested into the business.
As announced on April 24, 2018, the company completed the sale and
leaseback of its real property in Columbia, SC, home to The State
and its related online products. Immediately after the closing of
the sale the company entered into a 15-year lease with the new
owners with initial annual lease payment of approximately $1.6
million. After-tax proceeds on the sale are estimated to be
approximately $13 million. The company has offered the after-tax
proceeds from the sale to bondholders of its 9.0% Senior Secured
Notes at par.
On Jan. 25, 2018, the company called $75.0 million of its 9.0%
Senior Secured Notes at the call price of 104.5% of par. On
Feb. 27, 2018, the company purchased $20 million of its 9.0% Senior
Secured Notes in privately negotiated transactions.
Total principal amount of the Company's debt at the end of the
first quarter 2018 was $710.0 million. The company finished the
quarter with $20.0 million in cash, resulting in net debt of $690.0
million. As of the end of the quarter the 9.0% Senior Secured
Notes remaining were $344.6 million and the company had outstanding
approximately $365.4 million aggregate principal amount of
unsecured debentures due in 2027 and 2029. In addition, the
company has a $65 million revolving line of credit available for
liquidity, under which no loans were outstanding at the end of the
first quarter of 2018.
The leverage ratio at the end of the first quarter under the
company's credit agreement was 4.42 times cash flow (as defined)
compared to a maximum leverage covenant of 6.0 times cash flow.
Outlook
Forman said, "The first quarter of any given year is not typically
our strongest quarter, or the trend-setting quarter. This rule was
no different for the first quarter of 2018 and we expect to improve
upon our operating cash flow trends in the coming quarters as we
look toward stabilizing our adjusted EBITDA over time. We are
laser focused on investing in our digital transformation, including
data that will allow us to know our customers better, providing
products that delight them, and bending the revenue curve in the
right direction over time. We have already demonstrated through
the first quarter results that we have reached the crossover point
for total digital advertising revenues and are nearing the quarter
in which our digital-only advertising revenues exceed revenues from
print newspaper advertising.
"Again, while this digital-only crossover point reflects our
expectation of continued declines in print advertising, we also
expect to continue to post strong digital revenue growth throughout
the year as we increase our digital product offerings and
opportunities. It is our focus on new subscriber and advertising
products and go-to-market strategies that will be the headline of
our digital transformation story throughout 2018."
Print newspaper advertising revenues, while important to the
business, remain volatile, and are expected to decline. Thus print
revenues are expected to become a smaller percent of total
revenues, becoming second to digital advertising throughout 2018.
Digital subscribers are expected to grow at the same pace as the
first quarter growth rate, if not faster, for the remainder of
2018. The growth in digital subscribers is expected to largely
offset continuing declines in print circulation, resulting in low
single-digit revenue declines.
Management plans to reduce GAAP and adjusted operating expenses and
will monitor costs for the remainder of the year to achieve expense
performance in line with revenue performance, despite additional
investments being made in news and sales infrastructures.
Proceeds from real estate sales will be used, along with cash from
operations, to de-lever the company through debt reductions and to
further invest in the business.
A full-text copy of the press release is available for free at:
https://is.gd/3fQEdQ
About McClatchy
McClatchy operates 30 media companies in 14 states, providing each
of its communities with news and advertising services in a wide
array of digital and print formats. McClatchy is a publisher of
iconic brands such as the Miami Herald, The Kansas City Star, The
Sacramento Bee, The Charlotte Observer, The (Raleigh) News &
Observer, and the (Fort Worth) Star-Telegram. McClatchy is
headquartered in Sacramento, Calif., and listed on the New York
Stock Exchange American under the symbol MNI.
McClatchy incurred a net loss of $332.4 million for the year ended
Dec. 31, 2017, following a net loss of $34.19 for the year ended
Dec. 25, 2016.
As of Dec. 31, 2017, McClatchy had $1.50 billion in total assets,
$1.71 billion in total liabilities and a stockholders' deficit of
$204.33 million.
* * *
McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating. In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow. McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.
In March 2018, S&P Global Ratings lowered its corporate credit
rating on Sacramento, Calif.-based The McClatchy Co. to 'CCC+' from
'B-'. The rating outlook is stable. "The downgrade reflects our
view that McClatchy's capital structure is unsustainable at current
leverage and discretionary cash flow (DCF) levels. Still, we don't
expect a default to occur during the next 12 months. McClatchy has
no imminent liquidity concerns, full availability on its $65
million revolving credit facility due 2019, low capital
expenditures, and it generates positive DCF.
MEMCO INC: Seeks Authorization to Use Cash Collateral
-----------------------------------------------------
Memco, Inc., H Properties, LLC and M & M Equipment, LLC, seek
authorization from the U.S. Bankruptcy Court for the Western
District of Virginia to use cash collateral to fund the operation
of their businesses in accordance with a budget.
As they operate their business, the Debtors require the ability to
continue to meet payroll and benefit obligations to their
employees, satisfy deposit and payment obligations to utilities and
other providers, maintain in effect their insurance policies, pay
their secured creditors, and generally and otherwise pay
obligations that arise in the course of the operation of their
business.
As of the Petition Date, Lynchburg Steel Services LLC ("Lender")
has a secured claim against Memco and its estate evidenced by and
owing under the loan documents executed by Memco in favor of the
Lender's predecessor in interest, SunTrust Bank.
The Internal Revenue Service has a security interest in the Memco
Collateral subordinate to the Lender. As of the Filing Date, the
IRS Debt is an amount of not less than $1,700,000. The IRS Debt is
secured by liens on the Memco Collateral that are junior in
priority to the liens securing the Lender Debt (and, with respect
to the Crane Collateral, junior in priority to the liens securing
the Lender Debt and the SunTrust Crane Debt).
SunTrust Equipment Finance & Leasing Corp. has first priority
security interests in each of two certain cranes owned by Memco,
which secure the obligations of Memco owed to SunTrust Leasing
under two separate promissory notes issued by Memco in favor of
SunTrust Leasing. As of the Petition Date, the SunTrust Crane Debt
is an amount of not less than $1,500,000.
SunTrust Bank has a first priority security interest in the real
property owned by H Properties, which secures the obligations of H
Properties owed to SunTrust under that certain Commercial Note made
by H Properties payable to the order of SunTrust in the original
principal amount of $400,000.
To the extent that the Lender, the IRS, SunTrust Leasing, and
SunTrust have interests the Cash Collateral, the Debtors propose to
provide a replacement lien postpetition to each secured creditor in
the same asset categories in which they had an interest prior to
the Petition Date. The Debtor will also grant to the Lender, the
IRS, SunTrust Leasing, and SunTrust continuing valid, binding,
enforceable and perfected post-petition security interests in and
liens on the Collateral. The Debtors propose to grant to the
Lender, the IRS, SunTrust Leasing, and SunTrust an allowed
superpriority administrative expense claim in each of the Debtors'
cases.
In addition, the Debtors propose to use the cash collateral in the
ordinary course of their business, subject to the following
conditions:
(a) The Debtors may use the cash collateral solely for the
essential operating expenses set forth on the Budget, subject to a
10% line item variance as to each line item, but no greater than a
5% variance as to the overall budget;
(b) The Debtors will: (i) keep and maintain such accounting
and financial records as may be reasonably requested by the Lender
and its agents; (ii) permit the Lender to inspect all accounting
and financial records of the Debtors from time to time and
physically locate all of the Debtors’ Records at the Debtors’
place of business; (iii) provide an accounting of receipts and
expenditures incurred by the Debtors with a variance report showing
actual expenditures and receipts versus those set forth in the
Budget for such week and for the cumulative period during the
pendency of the Cases; and (iv) provide the Lender and its agents
with such other and further financial information relating to the
Debtors as the Lender may reasonably request from the Debtors from
time to time.
(c) The Debtors will allow no further encumbrances against
any real or personal property of the Debtors, nor will the Debtors
transfer or sell any real or personal property outside the ordinary
course without the prior written consent of the Lender or by
further order of the Court.
(d) As additional adequate protection to the Lender, the
Debtors will tender monthly installments to the Lender in an amount
equal to the contractual non-default interest accruing on the
Lender Debt, due on the first day of each month, to be applied
towards the balance owing on the Lender Debt.
(e) As additional adequate protection to the IRS, the Debtors
will tender monthly installments to the IRS to be applied towards
the balance owing on the IRS Debt.
(f) As additional adequate protection to SunTrust Leasing,
the Debtors will tender monthly installments to SunTrust Leasing in
an amount equal to the contractual non-default interest accruing on
the SunTrust Crane Debt, due on the first day of each month, to be
applied towards the balance owing on the SunTrust Crane Debt.
(g) As additional adequate protection to SunTrust, the
Debtors will tender monthly installments to SunTrust in an amount
equal to the contractual nondefault interest accruing on the
SunTrust Real Estate Debt, due on the first day of each month, to
beapplied towards the balance owing on the SunTrust Real Estate
Debt.
(h) The Debtors will maintain insurance on its assets
sufficient to protect the security interests of the Lender and the
IRS, and will provide evidence of the existence of such insurance
upon demand of the Lender.
(i) Other than the cash collateral held in the Controlled
Account, the Debtors agree to maintain separate
debtor-in-possession accounts for deposit of the cash collateral
and its proceeds.
(j) The Debtors will be permitted to use the cash collateral
held in the Controlled Account in accordance with the Budget.
However, that the Debtors will only be permitted to draw funds from
the Controlled Account to the extent that the cash collateral held
in its other Cash Collateral Accounts are insufficient to fund
their expenses in accordance with the Budget. Fifth Third Bank will
have no liens, claims or rights of setoff in, to or against the
Controlled Account or the funds set forth therein (except with
respect to fees and other amounts that may be owed to Fifth Third
Bank in accordance with the terms of the Deposit Account Control
Agreement governing the Controlled Account).
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/vawb18-60687-14.pdf
About Memco, Inc.
The Debtors' primary assets are their construction sub-contracts,
cranes, related equipment, vehicles, the real property from which
it operates, and certain pieces of personal property. Memco
conducts the business operations, H Properties owns the real estate
and M&M owns certain items of personal property used by Memco in
its business. All of the Debtors are owned by the same two
individuals, Matthew Henderson and Mark Henderson, and operate from
the same business premises.
Memco, Inc., and its affiliates H Properties, L.L.C. and M&M
Equipment, LLC filed separate Chapter 11 petitions (Bankr. W.D. Va.
Case Nos. 18-60687, 18-60688 and 18-60689, respectively), on April
9, 2018. The Petitions were signed by Matthew Henderson, president.
The case is assigned to Judge Rebecca B. Connelly. The Debtors are
represented by The Law Office of Bennett A. Brown as counsel; and
Henry & O'Donnell, PC as co-counsel.
At the time of filing, the Debtors had estimated assets and
liabilities, as follows:
Total Total
Assets Liabilities
---------- -----------
Memco $2,708,000 $6,587,990
H Properties, L.L.C. $500,000 $1,006,451
M&M Equipment, LLC $75,000 $0
MOUNTAIN CRANE: Taps Calaway Capital as Consultant
--------------------------------------------------
Mountain Crane Service, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Utah to hire Calaway Capital
Resources, Inc.
The firm will serve as the Debtor's consultant regarding (i)
interest rates and terms for loans on cranes and other heavy
equipment; (ii) collateral lifespans for such loans; and (iii)
interest rates and repayment terms for "line of credit" loans in
the construction industry.
Steve Calaway and Geoff Calaway, the professionals who will be
providing the services, will each charge an hourly fee of $150.
Calaway does not hold or represent any interests adverse to the
Debtor's estate, according to court filings.
The firm can be reached through:
Steve Calaway
Calaway Capital Resources, Inc.
1878 E Ashley Ridge Road
Sandy, UT 84092
Office: 801.523.1435
Cell: 801.541.7188
Fax 801.523.1434
Email: stevecalaway@comcast.net
About Mountain Crane Service
Mountain Crane Service, LLC -- https://www.mountaincrane.com/ --
specializes in refinery turnarounds and has a fleet comprised of
over 100 cranes, and hundreds of other pieces of equipment
dedicated to refineries in Utah, Montana, and Wyoming. It is
located in Salt Lake City, Utah, with satellite offices and wind
maintenance service locations in Montana, Nevada, Washington,
Idaho, Wyoming, Iowa, Texas and Michigan.
Mountain Crane Service sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12,
2018. In the petition signed by Paul Belcher, managing member, the
Debtor estimated assets and liabilities of $50 million to $100
million. Judge Joel T. Marker presides over the case.
The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel;
and Rocky Mountain Advisory, LLC, as its accountant and financial
advisor. It also hired Richards Brandt Miller Nelson PC, Brian C.
Webber PLLC, and GC Associates Law as special counsel.
The U.S. Trustee for Region 19 appointed an official committee of
unsecured creditors on Jan. 25, 2017. The Committee retained
Archer & Greiner, P.C., as its legal counsel.
NORTHERN OIL: Will Buy Oil & Gas Properties in Williston Basin
--------------------------------------------------------------
Northern Oil and Gas, Inc., has entered into a definitive agreement
to acquire producing assets and acreage in the core of the
Williston Basin in North Dakota for total consideration of $40
million in cash (subject to adjustments) and 6 million shares of
Northern common stock. The company anticipates the acquisition
will close in approximately 40 days, and will have an effective
date of Jan. 1, 2018.
HIGHLIGHTS
* February estimated production of 1,380 barrels of oil
equivalent per day
* Includes 1,319 net acres in the core of the Williston Basin
that are 100% held by production and have an average net
revenue interest of 86%
* Acquiring an estimated 8.2 net future drilling locations that
Northern expects will generate average EURs over 1 million
barrels of oil equivalent
* Northern expects the acquired properties to generate
approximately $19 million of cash flow from operations in
2018
MANAGEMENT COMMENT
"This acquisition solidifies our position as the natural
consolidator of non-operating working interests in the Williston
Basin. It brings with it outstanding future drilling locations and
current production, without additional general and administrative
costs, demonstrating the scalability of our business model,"
commented Northern's Interim President, Brandon Elliott. "This
acquisition shows not only our ability to execute on our long term
consolidation strategy but also our ability to execute on accretive
deals in the best part of the Bakken fairway."
ACQUISITION
Northern has entered into a definitive purchase agreement with Salt
Creek Oil and Gas, LLC, a subsidiary of Deutsche Rohstoff AG, to
acquire oil and gas properties in the core of the Williston Basin
in North Dakota. The acquisition is expected to close in
approximately 40 days, subject to typical conditions, with an
effective date of Jan. 1, 2018. Included in the assets are 86
gross (6.5 net) wells currently producing, drilling or awaiting
completion and an estimated 137 gross (8.2 net) wells of future
drilling inventory. Operators of the assets include Hess
Corporation, Whiting Petroleum, Conoco Phillips, and Statoil.
A map of the acquired acreage can be found at:
www.northernoil.com/saltcreek.
Total consideration at closing will include $40 million of cash
plus reimbursement of capital for wells in process (subject to
customary adjustments) and 6 million shares of Northern common
stock. Salt Creek will be subject to a six month post-closing
lockup on the shares, with limited exceptions. The agreement
contains a mechanism for potential additional cash consideration
paid at the end of the six-month lockup period if Northern's common
stock is trading below $2.00 per share. However, no additional
consideration will be paid if Northern's common stock closes at or
above $2.00 per share for any five consecutive trading days prior
to that time.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana. During 2017, the
Company added 354 gross (16.9 net) wells in the Williston Basin.
At Dec. 31, 2017, the Company owned working interests in 3,262
gross (229.0 net) producing wells, with substantially all the wells
targeting the Bakken and Three Forks formations. As of Dec. 31,
2017, the Company leased approximately 143,253 net acres, all
located in the Williston Basin, of which approximately 124,404 net
acres were developed.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of Dec. 31, 2017, Northern Oil had $632.25 million in
total assets, $1.12 billion in total liabilities and a total
stockholders' deficit of $490.84 million.
* * *
In December 2017, Moody's Investors Service affirmed Northern Oil
and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD
Probability of Default Rating (PDR), and 'Caa3' senior unsecured
notes rating. NOG's Caa2 CFR reflects its high leverage, weak
asset coverage of debt (under 1x), modest scale and Moody's
expectations that NOG's cash flows will continue to be challenged
through 2018.
In February 2018, S&P Global Ratings lowered its corporate credit
rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'. The
downgrade follows the announcement that Northern Oil and Gas has
entered into a privately negotiated agreement to exchange $497
million of its 8% senior unsecured notes due 2020 ($700 million
total outstanding) for $344 million of new 8.5% second-lien notes
due 2023 and $155 million in equity.
NOVABAY PHARMACEUTICALS: Chief Commercial Officer Will Resign
-------------------------------------------------------------
Lewis Stuart notified the Board of Directors of NovaBay
Pharmaceuticals, Inc. of his intent to resign as chief commercial
officer effective July 23, 2018. Mr. Stuart has agreed to assist
in the transition of the new sales executive and to continue
supporting the managed care and clinical study initiatives until
his resignation is effective, according to a Form 8-K filed with
the Securities and Exchange Commission.
About NovaBay Pharmaceuticals
Based in Emeryville, California, NovaBay Pharmaceuticals --
http://www.novabay.com/-- is a medical device company
predominately focused on eye care. The Company is currently
focused primarily on commercializing Avenova, a prescription
product sold in the United States for cleansing and removing
foreign material including microorganisms and debris from skin
around the eye, including the eyelid.
Novabay reported a net loss and comprehensive loss of $7.40 million
in 2017, a net loss and comprehensive loss of $13.15 million in
2016, and a net loss and comprehensive loss of $18.97 million in
2015. As of Dec. 31, 2017, Novabay had $10.07 million in total
assets, $7.48 million in total liabilities, and $2.59 million in
total stockholders' equity.
As of Dec. 31, 2017, the Company's cash and cash equivalents were
$3.2 million, compared to $9.5 million as of Dec. 31, 2016. The
Company has sustained operating losses for most of its corporate
history and expects to continue incurring operating losses and
negative cash flows until revenues reach a level sufficient to
support ongoing growth and operations.
NOVAN INC: Appoints Andrew Novak as Chief Accounting Officer
------------------------------------------------------------
The Board of Directors of Novan, Inc., has appointed Andrew J.
Novak as the Company's vice president and chief accounting officer
and as the Company's principal accounting officer, effective April
11, 2018.
Mr. Novak, age 36, has served as the Company's director of
financial reporting and analysis since June 2016 and senior
director of financial reporting and analysis since March 2018. From
June 2014 until March 2016, Mr. Novak served as director of
financial and SEC reporting for Scynexis, Inc., a biotechnology
company. Prior to joining Scynexis, Inc., Mr. Novak served as an
audit manager at Deloitte & Touche from September 2005 to October
2012 and as a technical manager, accounting & audit publications
for the American Institute of Certified Public Accountants from
October 2012 to June 2014. Mr. Novak is a certified public
accountant and holds both a Bachelor of Science in Business
Administration, Finance and a Master of Science in Accountancy from
the University of North Carolina at Wilmington.
Employment Arrangement with Jeff N. Hunter
Effective April 15, 2018, the Company entered into an employment
agreement with Jeff N. Hunter. Pursuant to the Employment
Agreement, Mr. Hunter serves as the Company's executive vice
president and chief business officer, receives an annual base
salary of $350,000, is eligible to receive an annual
performance-based bonus with a target bonus equal to 35% of his
base salary and is eligible to receive at the sole discretion of
the Board, an annual equity award. The Employment Agreement also
provides Mr. Hunter with eligibility to participate in standard
benefit plans as well as an executive life insurance plan and
reimbursement of reasonable business expenses.
In the event of Mr. Hunter's "separation from service" by the
Company without "cause" or by Mr. Hunter for "good reason," each as
defined in the Employment Agreement, then in addition to any
accrued amounts and subject to Mr. Hunter timely delivering an
effective release of claims in the Company's favor, Mr. Hunter will
be entitled to receive (i) payment of an amount equal to 12 months
of his base salary, paid in installments over 12 months in
accordance with standard payroll practices, (ii) reimbursement of
Mr. Hunter's applicable COBRA premiums for up to 18 months after
the separation date, (iii) vesting of any time-based options that
would have vested during the calendar year but for the termination,
provided that they are exercised within 90 days of the termination
date and (iv) payment of any bonus earned from a prior calendar
year but not yet paid, to be paid in a lump sum, less applicable
withholdings. Upon separation from service by Mr. Hunter other
than for good reason or due to death or disability, or by the
Company for cause, Mr. Hunter will not be entitled to any
additional compensation beyond any accrued amounts.
Notwithstanding the foregoing, the Employment Agreement further
provides that, in the event such separation from service of Mr.
Hunter by the Company without cause or by Mr. Hunter for good
reason within 6 months after the occurrence of a "change in
control" as defined in the Employment Agreement, all of Mr.
Hunter's unvested stock options will vest and become immediately
exercisable.
About Novan Inc.
Based in Morrisville, North Carolina, Novan Inc. --
http://www.novan.com/-- is a clinical-stage biotechnology company
focused on leveraging nitric oxide's natural antiviral and
immunomodulatory mechanisms of action to treat dermatological and
oncovirus-mediated diseases. Nitric oxide plays a vital role in the
natural immune system response against microbial pathogens and is a
critical regulator of inflammation. The Company's ability to
harness nitric oxide and its multiple mechanisms of action has
enabled it to create a platform with the potential to generate
differentiated product candidates. The two key components of the
Company's nitric oxide platform are its proprietary Nitricil
technology, which drives the creation of new chemical entities, or
NCEs, and its topical formulation science, both of which the
Company uses to tune the Company's product candidates for specific
indications.
Novan incurred reporting a net loss and comprehensive loss of
$37.12 million in 2017 following a net loss and comprehensive loss
of $59.69 million in 2016. As of Dec. 31, 2017, Novan had $21.13
million in total assets, $23.35 million in total liabilities and a
total stockholders' deficit of $2.22 million.
The report from the Company's independent accounting firm
PricewaterhouseCoopers LLP on the consolidated financial statements
for the year ended Dec. 31, 2017, includes an explanatory paragraph
stating that the Company has suffered recurring losses from
operations, negative cash flow from operating activities, and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
NOVAN INC: BDO USA Replaces PricewaterhouseCoopers as Accountants
-----------------------------------------------------------------
Novan, Inc. notified PricewaterhouseCoopers LLP on April 13, 2018,
that it had dismissed PwC as the Company's independent registered
public accounting firm. The Audit Committee of the Company's Board
of Directors approved, and the Board concurred with, this on April
12, 2018.
PwC's report on the Company's annual financial statements for the
fiscal years ended Dec. 31, 2017 and Dec. 31, 2016 did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope or accounting
principles; provided, however, that the report for the fiscal year
ended Dec. 31, 2017 included an explanatory paragraph that there
was substantial doubt about the Company's ability to continue as a
going concern.
The Company stated that during the fiscal years ended Dec. 31, 2017
and Dec. 31, 2016, and in the subsequent interim period through
April 13, 2018, there were no disagreements between it and PwC on
any matter of accounting principles or practices, financial
statement disclosures or auditing scope or procedure.
After conducting a process to determine the audit firm that would
serve as the independent registered public accounting firm for the
Company for the year ending Dec. 31, 2018, on April 12, 2018, the
Audit Committee approved, and the Board concurred with, the
engagement of BDO USA, LLP, as the Company's independent registered
public accounting firm, effective April 13, 2018, subject to
completion of BDO's standard client acceptance procedures. On
April 18, 2018, BDO completed its procedures and accepted
appointment as the Company's independent registered public
accounting firm.
According to Novan, neither the Company, nor anyone on its behalf,
has consulted BDO regarding the application of accounting
principles related to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
its financial statements or as to any disagreement or reportable
event as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v),
respectively, of Regulation S-K.
About Novan Inc.
Based in Morrisville, North Carolina, Novan Inc. --
http://www.novan.com/-- is a clinical-stage biotechnology company
focused on leveraging nitric oxide's natural antiviral and
immunomodulatory mechanisms of action to treat dermatological and
oncovirus-mediated diseases. Nitric oxide plays a vital role in the
natural immune system response against microbial pathogens and is a
critical regulator of inflammation. The Company's ability to
harness nitric oxide and its multiple mechanisms of action has
enabled it to create a platform with the potential to generate
differentiated product candidates. The two key components of the
Company's nitric oxide platform are its proprietary Nitricil
technology, which drives the creation of new chemical entities, or
NCEs, and its topical formulation science, both of which the
Company uses to tune the Company's product candidates for specific
indications.
Novan incurred reporting a net loss and comprehensive loss of
$37.12 million in 2017 following a net loss and comprehensive loss
of $59.69 million in 2016. As of Dec. 31, 2017, Novan had $21.13
million in total assets, $23.35 million in total liabilities and a
total stockholders' deficit of $2.22 million.
The report from the Company's independent accounting firm
PricewaterhouseCoopers LLP on the consolidated financial statements
for the year ended Dec. 31, 2017, includes an explanatory paragraph
stating that the Company has suffered recurring losses from
operations, negative cash flow from operating activities, and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
NOVAN INC: Incurs $37.1 Million Net Loss in 2017
------------------------------------------------
Novan, Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K reporting a net loss and comprehensive
loss of $37.12 million on $2.14 million of total revenue for the
year ended Dec. 31, 2017, compared to a net loss and comprehensive
loss of $59.69 million on $0 of total revenue for the year ended
Dec. 31, 2016.
As of Dec. 31, 2017, Novan had $21.13 million in total assets,
$23.35 million in total liabilities and a total stockholders'
deficit of $2.22 million.
The report from the Company's independent accounting firm
PricewaterhouseCoopers LLP on the consolidated financial statements
for the year ended Dec. 31, 2017, includes an explanatory paragraph
stating that the Company has suffered recurring losses from
operations, negative cash flow from operating activities, and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
"The Company has concluded that the prevailing conditions and
ongoing liquidity risks faced by the Company raise substantial
doubt about its ability to continue as a going concern. To
mitigate these prevailing conditions and ongoing liquidity risks,
the Company needs and intends to raise additional capital in the
form of revenues, contributions, grants or other payments from
collaborative or licensing partners or from equity or debt
financings prior to the full development of the Company's product
candidates. There can be no assurance that the Company will be
able to obtain additional capital on terms acceptable to the
Company, on a timely basis or at all. The failure of the Company
to obtain sufficient funds on acceptable terms when needed could
cause the Company to alter or reduce its planned operating
activities, including but not limited to delaying planned product
candidate development activities, to conserve its cash and cash
equivalents. Such actions could delay development timelines and
have a material adverse effect on the Company's results of
operations, financial condition and market valuation. Additionally,
there is no assurance that the Company can achieve its development
milestones or that its intellectual property rights will not be
challenged," the Company stated in the SEC filing.
Since the Company's inception in 2006 through Dec. 31, 2017, the
Company has financed its operations primarily with $148.7 million
in net proceeds from the issuance and sale of equity securities and
convertible debt securities, including $44.6 million in net
proceeds from the sale of common stock in its 2016 initial public
offering. Other historical forms of funding have included payments
received from licensing and supply arrangements and government
research contracts and grants. The Company received an upfront
payment of approximately $10.8 million following the execution of
the Sato Agreement in the first quarter of 2017 for the exclusive
right to develop, use and sell SB204 in certain topical dosage
forms in Japan for the treatment of acne vulgaris.
As of Dec. 31, 2017, the Company had $2.5 million of cash and cash
equivalents and negative working capital of ($4.7) million. The
Company believes that cash on hand as of Dec. 31, 2017, when
combined with the net proceeds from its January 2018 Offering will
provide it with adequate liquidity to fund its operating needs into
the second quarter of 2019. However, the Company anticipates that
it will need substantial additional funding to continue its
operating activities and make further advancements in each of its
drug development programs.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/xgsLQR
About Novan Inc.
Based in Morrisville, North Carolina, Novan Inc. --
http://www.novan.com/-- is a clinical-stage biotechnology company
focused on leveraging nitric oxide's natural antiviral and
immunomodulatory mechanisms of action to treat dermatological and
oncovirus-mediated diseases. Nitric oxide plays a vital role in the
natural immune system response against microbial pathogens and is a
critical regulator of inflammation. The Company's ability to
harness nitric oxide and its multiple mechanisms of action has
enabled it to create a platform with the potential to generate
differentiated product candidates. The two key components of the
Company's nitric oxide platform are its proprietary Nitricil
technology, which drives the creation of new chemical entities, or
NCEs, and its topical formulation science, both of which the
Company uses to tune the Company's product candidates for specific
indications.
OMNIA PARTNERS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
OMNIA Partners Inc. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
to the company's proposed $30 million revolving credit facility due
2023 and $390 million first-lien term loan due 2025. The recovery
rating on the first-lien debt is '3', indicating our expectation of
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.
"We also assigned our 'CCC+' issue-level rating to the company's
proposed $145 million second-lien term loan due 2026. The recovery
rating is '6', indicating our expectation of negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default.
The borrower of the debt is National Intergovernmental Purchasing
Alliance Company.
"Our ratings reflect OMNIA's small size in a fairly new and largely
underpenetrated public spending market, with few participants and
relatively low cyclicality. It also reflects its supplier
concentration and limited pricing power. Partially offsetting these
negative factors are the experienced senior management team (20+
years in the GPO space), the company's high operating margins, and
an established network of suppliers and customers, with plentiful
opportunities for increasing scale and organic growth to expand its
top line.
"The stable rating outlook on OMNIA reflects our expectation that
the company will successfully integrate the recent acquisition of
CPM and leverage its increased scale to maintain a high adjusted
EBITDA margin and generate free cash flow in the $10 million to $15
million range over the next 12 months. For 2018, we expect S&P
adjusted leverage to be about 7x.
"We could lower our rating on OMNIA over the next 12 months if the
company increases debt via a dividend recap, experiences
difficulties in integrating CPM, or if there is an unexpected loss
of a key supplier, causing adjusted leverage to rise to 7.5x or
above for a sustained period. This could occur if the adjusted
EBITDA margin falls in excess of 500 basis points for 2018.
"Although highly unlikely, we could raise our corporate credit
rating on OMNIA over the next 12 months if the company is able to
grow organically well beyond our expectations, using its scale
advantage to improve EBITDA margins, causing OMNIA's S&P adjusted
leverage to decline below 5x on a sustained basis. An upgrade would
also be contingent on the private equity sponsor committing to
maintain this leverage level over the long term."
OSHER AND OSHER: Asks Court to Approve Disclosure Statement
-----------------------------------------------------------
Osher and Osher, Inc., on June 6, 2018, will move the U.S.
Bankruptcy Court for the Central District of California to approve
the disclosure statement explaining its Chapter 11 plan as having
"adequate information" as the term is defined under Section 1125(a)
of the Bankruptcy Code.
Osher and Osher, Inc., sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 16-10069) on Jan. 11, 2016. The case judge is Hon.
Maureen Tighe. The Debtor estimated assets and debt of $1 million
to $10 million.
OVERLAND HOTEL: S&P Affirms 'BB+' Rating on 1st-Tier 2007A Bonds
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issue credit rating on
Overland Park Convention Center Hotel's (OPCCH) $44.665 million
first-tier refunding revenue bonds series 2007A ($37.95 million
outstanding as of Dec. 31, 2017) due in 2032. The outlook is
stable.
The project has two series of debt issued in 2007, proceeds of
which refinanced the 2000 bond issuance. The first-tier series
2007A bonds are backed by hotel net revenue and revenue from a 1.5%
transient occupancy tax, while the subordinated second-tier series
2007B bonds are backed by residual hotel revenue and revenue from a
4.5% transient occupancy tax. Both series of bonds are fully
amortizing and mature in 2032. This report addresses the rating on
the first-tier bonds only, as S&P Global Ratings' U.S. public
finance group rates the second-tier bonds.
S&P said, "The stable outlook reflects our belief that the project
will maintain operating and financial performance and cash flow
stability closer to three-year historical averages. The project's
minimum DSCR of 1.36x maps to the 'b' category in the base case. As
result, our guidance for upgrade and downgrade maps to credit
measures established for this rating.
"We could raise the rating if the favorable market trends and
occupancy are sustainable, resulting in the project achieving and
maintaining a DSCR above 2x throughout a hospitality cycle. The
project benefits from a one-notch uplift for liquidity reserves
that account for more than 10% of project debt outstanding; we
could lower the rating if this changes. The current projected
minimum DSCR is considered weak for the rating and could come under
pressure if the project does not maintain at least S&P Global
Ratings-calculated 1.3x coverage under the forecast debt term."
P3 FOODS: Prohibited From Further Use of Cash Collateral
--------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has prospectively prohibited P3
Foods, LLC from using funds received and/or held in its
debtor-in-possession bank accounts for any purpose unless
previously authorized to do so by Court's order.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/ilnb16-32021-244.pdf
About P3 Foods
P3 Foods, LLC, operator of nine Burger King franchises in
Minneapolis, Minnesota, filed a chapter 11 petition (Bankr. N.D.
Ill. Case No. 16-32021) on Oct. 6, 2016. Judge Donald Cassling is
the case judge. The Debtor tapped Richard L. Hirsh, Esq., at
Richard L. Hirsh, P.C., as counsel. The Debtor also engaged
Aldridge Chasewater LLC as accountant. An official committee of
unsecured creditors has not been appointed in the case.
PRECIPIO INC: Amends Current Report on $3 Million Debt Facility
---------------------------------------------------------------
Precipio Inc. filed a Form 8-K/A with the Securities and Exchange
Commision on April 26, 2018, disclosing its entry into a securities
purchase agreement with certain investors on April 20, 2018,
pursuant to which the Company will issue up to approximately
$3,296,703 in Senior Secured Convertible Promissory Notes with 100%
common stock warrant coverage. The Agreement includes customary
representations, warranties and covenants by the Company and
customary closing conditions.
The Original Form 8-K report filed by the Company with the SEC on
April 23, 2018, disclosed that Precipio entered into a securities
purchase agreement with certain investors on April 20, 2018,
pursuant to which the Company will issue up to approximately
$3,296,703 in 8% senior secured convertible promissory notes with
25% common stock warrant coverage.
The Transaction consists of unregistered Senior Secured Convertible
Notes, bearing interest at a rate of 8.00% annually and an original
issue discount of 9%. The initial Senior Secured Convertible Notes
will be convertible at a price of $0.50 per share, provided that if
the Note is not repaid within 180 days, the conversion price will
be adjusted to 80% of the lowest volume weighted average price
during the prior 10 days, subject to a minimum conversion price of
$.30 per share. The Transaction consists of a number of drawdowns.
The initial closing provided the Company with $1,660,000 of gross
proceeds for the issuance of Notes with an aggregate principal of
$1,824,176. Subject to prior stockholder approval, the Investors
will fund an additional $348,099 for Notes with an aggregate
principal of $382,526 and the Company will have the option to draw
down two additional tranches of $495,950 each ($545,000 principal
amount of Notes), 120 days following the initial closing and 150
days following the initial closing.
The Note is payable by the Company on the earlier of (i) the one
year anniversary after the initial closing date or (ii) upon the
closing of a qualified offering, namely the Company raising gross
proceeds of at least $7,000,000. At any time, provided that the
Company gives five business days written notice, the Company has
the right to redeem the outstanding principal amount of the Note,
including accrued but unpaid interest, all liquidated damages and
all other amounts due under the Note, for cash as follows: (i) an
amount which is equal to the sum of 105% if the Company exercises
its right to redeem the Note within 90 days of the initial closing,
(ii) 110% if the Company exercises its right to redeem the Note
within 180 days of the initial closing, or (iii) 115% if the
Company exercises its right to redeem 180 days from the initial
closing.
Upon written demand by a note holder after Aug. 22, 2018, the
Company shall file a registration statement within 30 days after
written demand covering the resale of all or such portion of the
conversion shares for an offering to be made on a continuous basis
pursuant to Rule 415. The registration statement filed shall be on
Form S-3 or Form S-1, at the option of the Company. If the Company
does not file a registration statement in accordance with the terms
of the Agreement, then on the business day following the applicable
filing date and on each monthly anniversary of the business day
following the applicable filing date (if no registration statement
shall have been filed by the Company in accordance herewith by such
date), the Company shall pay to M2B Funding Corp. an amount in
cash, as partial liquidated damages, equal to 1% per month
(pro-rata for partial months) based upon the gross purchase price
of the Notes (calculated on a daily basis) under the Agreement.
The obligations under the Note are secured, subject to certain
exceptions and other permitted payments by a perfected security
interest on the assets of the Company.
As part of the Transaction, the Investors also received warrants to
purchase Common Stock of the Company that provided the Investor
with the right to purchase 100% coverage shares of the Company's
common stock exercisable at a 150% premium to the conversion price
on the initial closing date. 50% of those Warrants have a 5-year
term and 50% have a one year term.
Pursuant to a letter agreement, dated as of April 20, 2018, the
Company engaged a registered broker dealer as a financial advisor.
Pursuant to the Letter Agreement, the Company will pay the
registered broker dealer a fee of 7% of the proceeds from the sale
of the Notes and Warrants. The Letter Agreement also provides 7%
warrant coverage at a 150% premium to the conversion price to the
Financial Advisor as additional compensation.
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- has built a platform designed
to eradicate the problem of misdiagnosis by harnessing the
intellect, expertise and technology developed within academic
institutions and delivering quality diagnostic information to
physicians and their patients worldwide. Through its
collaborations with world-class academic institutions specializing
in cancer research, diagnostics and treatment, initially the Yale
School of Medicine, Precipio offers a new standard of diagnostic
accuracy enabling the highest level of patient care.
Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016. As of Dec. 31, 2017,
Precipio Inc. had $27.26 million in total assets, $14.23 million in
total liabilities and $13.02 million in total stockholders'
equity.
The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph. Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses 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.
PRECIPIO INC: Will Hold a Shareholder Conference Call on April 30
-----------------------------------------------------------------
Specialty diagnostics company Precipio, Inc., provides details of
its previously announced upcoming shareholder conference call
scheduled for Monday April 30, 2018 at 4:30 p.m. EST, where
management will provide an extensive strategic business update and
will respond to questions submitted in advance via email.
Investors wishing to submit questions for management to address
during the call may email them to investors@precipiodx.com.
To listen to the call by phone, interested parties within the U.S.
should call 1-877-317-6789; International callers should call
1-412-317-6789.
Callers are asked to request the Precipio conference call.
An audio replay of the call will be available approximately 24
hours after the call and may be accessed via Precipio's website.
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- has built a platform designed
to eradicate the problem of misdiagnosis by harnessing the
intellect, expertise and technology developed within academic
institutions and delivering quality diagnostic information to
physicians and their patients worldwide. Through its
collaborations with world-class academic institutions specializing
in cancer research, diagnostics and treatment, initially the Yale
School of Medicine, Precipio offers a new standard of diagnostic
accuracy enabling the highest level of patient care.
Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016. As of Dec. 31, 2017,
Precipio Inc. had $27.26 million in total assets, $14.23 million in
total liabilities and $13.02 million in total stockholders'
equity.
The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph. Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses 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.
PRIME HOTEL: Delays Plan to Reconcile DS 17 Secured Claims
----------------------------------------------------------
Prime Hotel Management LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to extend for a period of 60 days the
Debtor's exclusive periods, (a) to file a chapter 11 plan, from May
30 to July 29, 2018; and (b) to solicit acceptances of a plan, from
July 29 to September 26, 2018.
A hearing will take place on May 17, 2018 at 11:00 a.m., during
which the Court will consider extending the Debtor's exclusive
periods.
The Debtor relates that its bankruptcy filing was precipitated by
disputes with certain lenders -- Century Capital Partners, LLC and
Century 24th Street Prime Partners LLC -- concerning amounts loaned
or agreed to be loaned to the Debtor to refinance certain existing
mortgage obligations and to fund the Project (the construction of
an eighteen-storey, sixty-eight key, 30,033 square foot hotel on
that certain property located at 17 West 24th Street, New York,
NY).
In 2016, said disputes ultimately lead to Debtor's abandonment of
the Project for lack of funding, the commencement of a foreclosure
action by Century 24th with regard to a $7.3 million mortgage
against the Property and the commencement of a separate breach of
contract action against the Debtor by Century Capital with regard
to a $16 million construction loan which failed to close.
On or about June 6, 2017, Century 24th assigned its mortgage to DS
17 West 24th Street Note Purchaser LLC who was then substituted for
Century 24th as the plaintiff in the foreclosure action. No
foreclosure judgment has yet been entered.
The Debtor sought protection under the Bankruptcy Code so as to,
among other things, stay further litigation, debt collection
efforts and a possible foreclosure sale of the Property while the
Debtor addressed the claims asserted against it by DS 17, Century
Capital and its other purported creditors. Specifically, since the
inception of this case, the Debtor's goal was to locate suitable
new partners so as to recapitalize the Debtor and complete the
hotel development project.
On January 31, 2018, the Debtor commenced an adversary proceeding,
Adv. Proc. No. 18-01009 (SHL), seeking to avoid the judgment lien
in connection with the $480,000 judgment held by Century Capital as
a preferential transfer of an interest of the Debtor in the
Property. Now, the Debtor and Century Capital are in the process of
conducting discovery in accordance with an Initial Pre-Trial
Scheduling Order entered on April 3, 2018.
By Order entered on March 9, 2018, the Court established April 27,
2018 as the last date by which proofs of claims for Pre-Petition
Date obligations of the Debtor had to be filed, and July 29, 2018
for proofs of claim by governmental units. But, as of April 25, a
total of five proofs of claim have been filed in the Debtor's case.
To date, the Debtor and its professionals are still in the process
of reviewing and reconciling the claims asserted against the
Debtor, including the secured proof of claim filed by DS 17 in the
amount of $11,983,857, and the general unsecured claim filed by
1724 Associates LLC in the amount of $2,703,391.
The Debtor anticipates that additional proofs of claim will be
filed prior to the aforementioned bar dates, which will also
require review by the Debtor and its professionals.
During the less than 90 days that have passed since the Petition
Date, the Debtor has made extensive efforts to locate, and has
engaged in discussions with several potential (including the former
buyer under the pre-petition Contract of Sale) equity investors so
as to propose a chapter 11 plan providing for recapitalization of
the Debtor. As a result of those efforts, the Debtor and its
counsel are currently in talks and have met with an experienced
group of potential real estate investors. The Debtor and its
counsel have scheduled a meeting with the potential investors for
April 25, 2018.
Notwithstanding, and as the Debtor advised the Court at the last
case conference held on April 17, 2018 that it intends to file a
proposed chapter 11 plan of liquidation on or before April 30, 2018
which will provide for an auction of the Property if the
discussions with the potential investors do not bear fruit or if
the Debtor is otherwise unable to recapitalize or refinance its
existing debts.
Also, the Debtor is currently in contact with its prepetition
architect Gene Kaufman concerning the preparation and filing of
updated hotel construction plans to the City of New York (since the
current plans have gone stale) so as to avoid the possible loss of
the right to build a hotel on the Property due to an anticipated
zoning change. The Debtor believes that preserving the ability to
construct a hotel on the Property will preserve and/or increase the
value of the Property.
DS 17 recently filed a motion seeking to terminate Debtor's
exclusive periods so as to file and confirm its own chapter 11 plan
of liquidation. Nevertheless, the Debtor asserts that it should be
provided with the initial opportunity to file and pursue
confirmation of a proposed chapter 11 plan, whether it will be a
plan of liquidation or reorganization.
About Prime Hotel Management
New York-based Prime Hotel Management LLC owns in fee simple a
vacant five-storey building located at 17 West 24th Street, New
York, New York, valued by the company at $8.7 million.
Prime Hotel Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10221) on Jan. 30,
2018. Hag Gyun Lee, president of Eben Ascel Corp., manager of the
Debtor, signed the petition. At the time of the filing, the Debtor
disclosed $8.7 million in assets and $14.62 million in
liabilities.
Judge Sean H. Lane presides over the case.
Pick & Zabicki, LLP, is the Debtor's legal counsel.
PRO TANK PRODUCTS: Has Until May 11 to Exclusively File Plan
------------------------------------------------------------
The Hon. Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana has extended, at the behest of Pro Tank
Products, Inc., the exclusivity period to file a Chapter 11 Plan
and Disclosure Statement, until May 11, 2018.
As reported by the Troubled Company Reporter on April 20, 2018, the
Debtor's counsel has been in discussions with creditors' counsel
regarding different aspects of Debtor's Plan and needs additional
time to finalize the Plan. The Debtor's counsel contacted counsel
for Stockman Bank, William D. Lamdin, III, counsel for Great
Western Bank, Charles W. Hingle, and counsel for Kim Detienne,
Malcolm H. Goodrich, and they consent to the requested extension.
A copy of the court order is available at:
http://bankrupt.com/misc/mtb17-61181-62.pdf
About Pro Tank Products
Pro Tank Products is a privately held company based in Plentywood,
Montana, that manufactures tanks and tank components.
Pro Tank is affiliated with Marsh Land & Livestock, Inc. and Marsh
Resources, LLC, both of which sought bankruptcy protection on Oct.
17 and Oct. 13, 2016, respectively (Bankr. D. Mont. Case Nos.
16-60999 and 16-61010).
Pro Tank filed a Chapter 11 petition (Bankr. D. Mont. Case No.
17-61181) on Dec. 12, 2017. In the petition signed by Todd J.
Marsh, its president, the Debtor estimated $1 million to $10
million in both assets and liabilities. The Hon. Benjamin P. Hursh
presides over the case. Gary S. Deschenes, Esq., at Deschenes &
Associates Law Offices, serves as bankruptcy counsel.
PRODUCTION PATTERN: May Enter Into Premium Finance Pact With FIFC
-----------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada has authorized Production Pattern and Foundry
Co., Inc., to enter into commercial premium finance agreement with
First Insurance Funding Corp. for the financing of the Debtor's
general liability and umbrella insurance companies.
The Debtor currently employs approximately 1.35 people while
operating its business in the normal course. It is necessary for
the Debtor to maintain adequate insurance coverage, among which,
includes General Liability and Umbrella insurance coverage. The
Debtor told the Court that it is prepared to execute a Commercial
Premium Finance Agreement with First Insurance Funding Corp. for
the financing of the Debtor's General Liability and Umbrella
insurance policies upon court approval.
Pursuant to the Premium Finance Agreement, FIFC will provide
financing to Debtor for the purchase of the Policies which are
essential for the operation of Debtor's business.
Under the Premium Finance Agreement, the total premium amount is
$73,884.33 and the total amount to be financed is $55,038.25.
Under the Premium Finance Agreement, Debtor will become obligated
to pay FIFC the sum of $55,994.31, including finance charges in
addition to a down payment in the amount of $l8,896.08, and the
balance in nine monthly installments of $6,221.59 each. The
installment payments are due on the first day of each month
commencing on May l, 2018. As collateral to secure the repayment
of the total of payments, any late charges, attorney's fees and
costs under the Premium Finance Agreement, the Debtor is granting
FIFC a security interest in, among other things, the unearned
premiums of the Policies. The Premium Finance Agreement provides
that the law of Nevada governs the transaction.
Pursuant to the terms of the Premium Finance Agreement, the Debtor
is appointing FIFC as its attorney-in-fact with the irrevocable
power to cancel the policies and collect the unearned premium in
the event Debtor is in default of its obligations under the Premium
Finance Agreement.
The Debtor and FIFC have reached an agreement that the adequate
protection appropriate for this situation would be as follows:
a) the Debtor be authorized and directed to timely make all
payments due under the Premium Finance Agreement and FIFC
be authorized to receive and apply payments to
indebtedness owed by Debtor to FIFC as provided in the
Premium Finance Agreement; and
b) if the Debtor does not make any of the payments due under
the Premium Finance Agreement as they become due, the
automatic stay will automatically lift to enable FIFC
and/or third parties, including insurance companies
providing the coverage under the Policies, to take all
steps necessary and appropriate to cancel the Policies,
collect the collateral and apply the collateral to
indebtedness owed to FIFC by the Debtor.
In exercising the rights, FIFC and/or third parties will comply
with the notice if a debtor is unable to obtain unsecured credit
allowable as an administrative expense under Section 503 (b)(1) of
the U.S. Bankruptcy Code, then the Court, after notice and hearing,
may authorize the debtor to obtain credit or incur debt:
a) with priority over any or all administrative expenses of
the kind specified in Section 503(b) or 507(b) of the
Bankruptcy Code; or
b) secured by a lien on property for the estate that is not
otherwise subject to a lien; or
c) secured by a junior lien on property of the estate that is
subject to a lien.
The Debtor assured the Court that the purpose of the Premium
Finance Agreement is to enable the Debtor to secure required
insurance for its ongoing business operations. The various terms
required by FIFC under the Premium Finance Agreement are reasonable
and appropriate under the circumstances.
With access to the Premium Finance Agreement, the Debtor can obtain
the insurance coverage required to protect itself from liability
for certain losses without having to unduly deplete its cash
reserves to pay for the Policies in a lump sum.
Copies of the request and the court order are available at:
http://bankrupt.com/misc/nvb17-51106-159.pdf
http://bankrupt.com/misc/nvb17-51106-179.pdf
About Production Pattern and Foundry
Production Pattern and Foundry Co., Inc. -- http://www.ppfco.com/
-- is a TS-16949 Certified, casting foundry, producing aluminum
castings for a wide variety of industries. PPF produces parts and
equipment components for a broad spectrum of markets -- from
chip-making equipment to drinking fountains. Typical PPF customer
applications have included: housings mounting bases, manifolds,
valve bodies, door hinges and brackets. The company also has
experience in heavy truck manufacturing, semiconductor chip
manufacturing equipment, medical and dental equipment
manufacturing, construction, utility, packaging machinery and
sports equipment industries.
Production Pattern filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 17-51106) on Sept. 20, 2017. In the petition signed by Arlene
Cochran, president, the Debtor estimated assets and liabilities of
$10 million to $50 million. The case is assigned to Judge Bruce T.
Beesley. The Debtor hired Minden Lawyers, LLC, as its bankruptcy
counsel and Harris Law Practice LLC as co-counsel.
QUALITY CARE: Will be Acquired by Welltower for $20.75 Per Share
----------------------------------------------------------------
Quality Care Properties, Inc., announced that it has entered into
an agreement with ProMedica Health System, Inc., under which
ProMedica will assume the rights and obligations of QCP pursuant to
the original plan sponsor agreement between QCP and HCR ManorCare
Inc. entered into on March 2, 2018. As a result, ProMedica will
acquire HCR ManorCare at the completion of HCR ManorCare's Chapter
11 bankruptcy process.
Separately, QCP entered into a definitive agreement to be acquired
by Welltower Inc. for $20.75 per share in an all-cash transaction
that would close concurrently with the closing of the QCP and
ProMedica transaction. The per share acquisition price represents
an approximate 64.7% premium to the closing price of QCP common
stock on March 1, 2018, the last day of trading prior to QCP's
announcement that it had entered into the original plan sponsor
agreement to acquire HCR ManorCare, as well as an approximate 17.3%
premium to the 60-day volume weighted average price ended April 24,
2018. The QCP Board of Directors has unanimously determined that
the transaction is in the best interests of QCP and its
shareholders, and will recommend that QCP shareholders approve the
transaction.
In addition, ProMedica and Welltower announced a strategic joint
venture agreement to facilitate these transactions.
Mark Ordan, QCP's chief executive officer, said, "We are pleased to
reach these agreements with ProMedica and Welltower, which provide
QCP shareholders with strong, certain and immediate value and
position the great team at HCR ManorCare to continue providing high
quality care to patients and their families. Since our spin 17
months ago, we have worked through a difficult situation with our
principal tenant and navigated industry headwinds that pressured
our EBITDA, while under a constraining financing umbrella. Our
Board carefully evaluated our standalone prospects and options
going forward and determined that this transaction is the best path
forward for all of our stakeholders in light of QCP's risks and
opportunities. Through these agreements, we have found a unique
owner for our skilled nursing and memory care/assisted living
facilities with a relatively low cost of capital, an enormous and
flexible balance sheet, a large CAPEX commitment to our assets and
a vision of long-term value, beyond what QCP could likely deliver
on a standalone and risk adjusted basis."
Mr. Ordan continued, "Ensuring the continuation of the
highest-quality patient care has always been among our top
priorities. We believe the intended capital infusion by ProMedica
and Welltower will benefit the well-being of many thousands of
patients, residents and employees of HCR ManorCare."
QCP will receive a reverse termination fee of $250 million if
ProMedica fails to acquire HCR ManorCare in the bankruptcy
proceeding, and QCP will pay Welltower a termination fee of $19.8
million (or $59.5 million, in certain circumstances) if QCP
terminates the agreement to accept a superior proposal, in each
case subject to the provisions of the agreement.
The ProMedica transaction is subject to approval by the U.S.
Bankruptcy Court overseeing HCR ManorCare's Chapter 11 case and
other customary closing conditions. The Welltower transaction is
subject to approval by QCP shareholders and other customary closing
conditions. Each transaction is also, for all practical purposes,
cross-conditioned on the occurrence of the other.
The transactions are not subject to a financing condition and are
expected to close during the third quarter of 2018.
Advisors
Goldman, Sachs & Co. LLC and Lazard acted as financial advisors to
QCP. Wachtell, Lipton, Rosen & Katz acted as legal advisor to QCP.
Barclays acted as financial advisor to Welltower. Gibson, Dunn &
Crutcher LLP acted as legal advisor to Welltower. Shumaker, Loop &
Kendrick, LLP acted as legal advisor to ProMedica.
About Quality Care
Quality Care Properties, Inc., headquartered in Bethesda, Maryland
-- http://www.qcpcorp.com/-- was formed in 2016 to hold the HCR
ManorCare portfolio, 28 other healthcare related properties, a
deferred rent obligation due from HCRMC under a master lease and an
equity method investment in HCRMC previously held by HCP, Inc.
Quality Care is a real estate company focused on post-acute/skilled
nursing and memory care/assisted living properties. QCP's
properties are located in 29 states and include 257
post-acute/skilled nursing properties, 61 memory care/assisted
living properties, a surgical hospital and a medical office
building.
Quality Care reported a net loss and comprehensive loss of $443.5
million on $318.49 million of total revenues for the year ended
Dec. 31, 2017, compared to net income and comprehensive income of
$81.14 million on $471.17 million of total revenues for the year
ended Dec. 31, 2016. As of Dec. 31, 2017, Quality Care had $4.39
billion in total assets, $1.79 billion in total liabilities, $1.93
million in redeemable preferred stock and total equity of $2.59
billion.
* * *
In December 2017, S&P Global Ratings lowered its corporate credit
rating on Quality Care Properties to 'CCC' from 'B-'. "The
downgrade reflects our view that QCP has limited covenant cushion
and a heightened probability of breaching its DSC covenant as early
as the first or second quarter of 2018 absent an amendment of its
credit facilities, waiver by the lenders, or possible debt or
company reorganization," as reported by the TCR on Dec. 20, 2017.
In October 2017, Moody's Investors Service confirmed Quality Care's
ratings, including its 'Caa1' corporate family rating following
QCP's announcement that the REIT's work-out discussions with its
struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are
continuing.
QUALITY CARE: Will be Acquired by Welltower in All-Cash Merger
--------------------------------------------------------------
Quality Care Properties, Inc., together with certain of its
subsidiaries, have entered into an Agreement and Plan of Merger
with Welltower Inc. and Potomac Acquisition LLC, a subsidiary of
Welltower, pursuant to which the parties agreed that, subject to
the terms and conditions set forth in the Merger Agreement,
Welltower would acquire all of the outstanding capital stock of the
Company in an all-cash merger.
In connection with the transactions contemplated by the Merger
Agreement, on April 25, 2018, the Company also entered into an
Alternative Plan Sponsor Agreement, by and among the Company, HCR
ManorCare, Inc., ProMedica Health System, Inc., Suburban Healthco,
Inc. and Meerkat I LLC, pursuant to which the parties agreed that,
subject to the terms and conditions set forth in the Alternative
PSA, ProMedica would acquire all of the newly issued common stock
of HCR as part of an alternative plan of reorganization in
connection with HCR's ongoing bankruptcy proceeding. The Company
also entered into additional agreements in respect of HCR's
bankruptcy proceeding.
Merger Agreement
Upon consummation of the Merger, the Company's stockholders will
receive $20.75 in cash for each share of Company common stock, plus
an additional right to receive a per share cash payment of $0.006
per day during the period beginning on Aug. 25, 2018 through the
closing of the Merger.
The Merger Agreement contains a "go-shop" provision pursuant to
which the Company has the right to solicit and engage in
negotiations and discussions with respect to third-party proposals
until 45 days after the execution of the Merger Agreement.
Notwithstanding the "no-shop" restrictions, following the Go-Shop
Period End Time, the Company may continue to solicit and engage in
negotiations and discussions with respect to a third-party whose
proposal the Company's board of directors has determined in good
faith, not more than three business days after the end of the
Go-Shop Period End Time, is or could reasonably be expected to lead
to a Superior Offer (as such term is defined in the Merger
Agreement).
From and after the Go-Shop Period End Time, the Company is subject
to a "no-shop" restriction on its ability to solicit, or provide
information to or engage in discussions with, third parties in
connection with, any third-party proposals. The no-shop provision
is subject to a customary "fiduciary-out" provision.
Each of the Company's and Welltower's obligation to consummate the
Merger is subject to a number of customary closing conditions,
including: (1) approval of the Merger by holders of a majority of
the outstanding shares of Company common stock; (2) delivery of a
legal opinion to the Company addressing the Company's qualification
as a REIT; (3) material compliance with covenants; (4) accuracy of
each party's representations, subject to materiality thresholds;
(5) absence of injunctions or orders that prohibit or restrain the
consummation of the Mergers; and (6) the closing of the HCR
Acquisition. The Closing is anticipated to occur in the third
quarter of 2018.
Both the Company and Welltower have certain termination rights
under the Merger Agreement. Upon termination of the Merger
Agreement under specified circumstances -- including by the Company
to enter into a definitive agreement with respect to a Superior
Offer -- the Company will be required to pay Welltower a
termination fee equal to either $19.8 million (including in the
case of a Superior Offer made by an Excluded Party) or $59.5
million. Upon termination of the Merger Agreement under certain
other specified circumstances -- including, subject to certain
exceptions, the failure of the HCR Acquisition to close prior to
Oct. 12, 2018 or the failure of the court in the HCR bankruptcy
proceeding to issue a revised confirmation order prior to June 29,
2018 -- the Company will be entitled to receive a reverse
termination fee equal to $250 million.
The Company has made customary representations and warranties and
has agreed to certain customary covenants in the Merger Agreement,
including, among others, covenants to conduct its business in the
ordinary course and maintain its REIT status.
Plan Agreements
Alternative PSA
The Alternative PSA contemplates that, among other things, pursuant
to an amended plan of reorganization of HCR under Chapter 11 of the
Bankruptcy Code, the Purchaser will acquire all of the newly issued
common stock of HCR, in exchange for a cash contribution
(consisting of either a capital contribution or a combination of a
capital contribution and an unsecured, subordinated loan in a
principal amount not to exceed $550 million) by ProMedica to HCR in
an amount sufficient to pay, in full, all claims in respect of
HCR's existing secured credit facility, an agreed deferred rent
obligation owed to the Company in the amount of approximately $440
million and a distribution to the holders of HCR's existing
preferred and common equity in the amount of $50 million.
The Amended Plan includes the following terms, which will apply if
the transactions contemplated by the Alternative PSA are
consummated:
* The Agreed Deferred Rent Obligation owed to the Company will
be paid in full; the balance of the Company's claims against
HCR will be waived and released;
* All creditors (including creditors holding claims
subordinated pursuant to section 510(b) of the Bankruptcy
Code) of HCR other than the Company will be unimpaired under
the Plan;
* Holders of HCR's existing preferred and common equity will
receive a portion of the Total Equity Distribution, allocated
as set forth in the Amended Plan; and
* The Plan will include customary releases and exculpation by
HCR of the reorganized HCR, its current and former
representatives, ProMedica, the Company and certain other
parties.
The Alternative PSA contains additional commitments by HCR,
ProMedica and the Company relating to the conduct of HCR's
bankruptcy case under chapter 11 of the Bankruptcy Code, including
for HCR to use reasonable best efforts to pursue entry of a
confirmation order by the bankruptcy court confirming the Amended
Plan within 65 days following the date of the Alternative PSA.
The consummation of the Plan Transactions is subject to certain
conditions, including: (i) the receipt of certain state licensing
approvals with respect to the Plan Transactions; (ii) the entry by
the bankruptcy court of a confirmation order confirming the Amended
Plan; and (iii) no entry of an order by the bankruptcy court
dismissing the Chapter 11 Case or converting the Chapter 11 Case
into a case under Chapter 7 of the Bankruptcy Code or an order
materially inconsistent with the Alternative PSA, the Amended Plan
or the confirmation order in a manner adverse to ProMedica or the
Company. The obligation of HCR to consummate the Plan Transactions
is also conditioned upon compliance by ProMedica in all material
respects with its pre-closing obligations under the Alternative
PSA, while the obligation of ProMedica to consummate the Plan
Transactions is also conditioned upon a court of competent
jurisdiction not having determined that HCR has breached in any
material respect its pre-closing obligations under the Alternative
PSA.
The Alternative PSA will automatically terminate if the Merger
Agreement is terminated. The Alternative PSA may also be
terminated by the Company if an order confirming the Amended Plan
is not entered within 65 days following the date of the Alternative
PSA, the Plan Transactions have not been consummated by 11:59 p.m.
New York City time on Oct. 12, 2018, or if HCR fails to pay such
cash and cash equivalents available to pay all or part of the
Reduced Cash Rent (as defined in the Alternative PSA) after making
all transfers of funds permitted under HCR's existing secured
credit facility and retaining such reserves and making such other
expenditures that either HCR's chief restructuring officer or board
of directors has determined would be necessary to allow HCR to
operate in the ordinary course of business. Either HCR or
ProMedica may also terminate the Alternative PSA if the Plan
Transactions have not been consummated by 11:59 p.m. New York City
time on Oct. 15, 2018. The Alternative PSA also contains various
other termination rights.
HCR, ProMedica and the Company have made customary representations,
warranties and covenants in the Alternative PSA. ProMedica has
further agreed to reimburse HCR for certain restructuring costs
paid from and including May 1, 2018 until the earlier of (i) the
Effective Date (as defined in the Amended Plan) or (ii) the date of
termination of the Alternative PSA, in an aggregate amount not to
exceed $2 million per calendar month.
On the date the Plan Transactions are consummated, the JV or an
entity or entities designated by the JV and HCR III Healthcare,
LLC, a wholly owned subsidiary of HCR, will also enter into a new
master lease, the basic terms of which are attached as an exhibit
to the Alternative PSA which lease will be guaranteed by ProMedica
and shall supersede the existing master lease. On the date the
Plan Transactions are consummated, HCR III and its subsidiaries to
whom HCR III subleases certain facilities will amend their
applicable sublease agreements to reflect the terms of the New
Master Lease. Within three days after the Effective Date, HCR III
and the Original Lessors (as defined in the Alternative PSA) under
the existing master lease will terminate, release and discharge
HCR's guaranty of the obligations under the existing master lease.
Amendment to Existing PSA
Concurrent with the execution of the Alternative PSA, HCR, the
Company, HCP Mezzanine Lender, LP and the lessors identified
therein entered into an amendment to the plan sponsor agreement,
dated as of March 2, 2018, pursuant to which the Purchaser Parties
consented to HCR's entry into the Alternative PSA and the
Alternative RSA. The Amendment to the Existing PSA also makes
termination of the Alternative PSA a condition to the consummation
of the transactions contemplated by the Existing PSA, extends the
outside date for consummation of the transactions contemplated by
the Existing PSA to Jan. 15, 2019 and makes certain other changes
to the terms of the Existing PSA.
Alternative Restructuring Support Agreement
Concurrent with the execution of the Alternative PSA, HCR, Carlyle
MC Partners, L.P., a Delaware limited partnership, Carlyle Partners
V-A MC, L.P., a Delaware limited Partnership, Carlyle Partners V
MC, L.P., a Delaware limited partnership, CP V Coinvestment A,
L.P., a Delaware limited partnership, and CP V Coinvestment B,
L.P., a Delaware limited partnership, ProMedica Parent and MC
Operations Investments, LLC, a wholly owned indirect subsidiary of
the Company, entered into a restructuring support agreement,
pursuant to which, subject to the terms and conditions therein, the
Restructuring Support Parties, as the owners of common stock of HCR
and/or the sponsor under the Alternative PSA, covenanted to, among
other things, support the Plan Transactions and the Amended Plan.
In addition, the Restructuring Support Parties agreed not to
transfer, sell or pledge their HCR common stock or the right to
vote unless the transferee of those shares joins the Alternative
RSA.
All obligations pursuant to the Alternative RSA will terminate upon
the earlier of the Effective Date of the Amended Plan or the date
of termination of Alternative PSA and Existing PSA. As of April
25, 2018, the Restructuring Support Parties collectively owned
38,901,801 shares of common stock of HCR, representing more than
eighty percent of the total shares of common stock of HCR issued
and outstanding on that date.
A full-text copy of the Agreement and Plan of Merger is available
for free at https://is.gd/nqds8v
About Quality Care
Quality Care Properties, Inc., headquartered in Bethesda, Maryland
-- http://www.qcpcorp.com/-- was formed in 2016 to hold the HCR
ManorCare portfolio, 28 other healthcare related properties, a
deferred rent obligation due from HCRMC under a master lease and an
equity method investment in HCRMC previously held by HCP, Inc.
Quality Care reported a net loss and comprehensive loss of $443.5
million on $318.49 million of total revenues for the year ended
Dec. 31, 2017, compared to net income and comprehensive income of
$81.14 million on $471.17 million of total revenues for the year
ended Dec. 31, 2016. As of Dec. 31, 2017, Quality Care had $4.39
billion in total assets, $1.79 billion in total liabilities, $1.93
million in redeemable preferred stock and total equity of $2.59
billion.
* * *
In December 2017, S&P Global Ratings lowered its corporate credit
rating on Quality Care Properties to 'CCC' from 'B-'. "The
downgrade reflects our view that QCP has limited covenant cushion
and a heightened probability of breaching its DSC covenant as early
as the first or second quarter of 2018 absent an amendment of its
credit facilities, waiver by the lenders, or possible debt or
company reorganization," as reported by the TCR on Dec. 20, 2017.
In October 2017, Moody's Investors Service confirmed Quality Care's
ratings, including its 'Caa1' corporate family rating following
QCP's announcement that the REIT's work-out discussions with its
struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are
continuing.
QUIMERA RESTAURANT: Seeks Approval to Access Tapas Cash Collateral
------------------------------------------------------------------
Quimera Restaurant Group LLC seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to use cash
collateral to maintain ongoing operations.
Quimera needs access to cash collateral in order to (a) pay
suppliers in the ordinary course of business, (b) pay wages
pursuant to a prepetition employee compensation order from the
Court, (c) provide adequate protection payments, and (d) reassure
suppliers, customers, employees and taxing authorities of its
continued viability during this case.
Quimera has borrowed $3,435,000 from Tapas Credit, LLC. To secure
its performance under the loan agreement, Quimera granted a first
priority security interest in substantially all of its assets to
Tapas.
As adequate protection, Quimera will provide adequate protection
payments in the amount of $20,000 per month. Quimera will also
grant Tapas replacement senior liens on all of Quimera's assets.
Quimera asserts that since its business is worth more as a going
concern, allowing the proposed adequate protection payments, use of
cash collateral, and resulting continued operation will more fully
protect the rights that Tapas originally bargained for.
A full-text copy of the Quimera's Motion is available at
http://bankrupt.com/misc/nyeb18-41986-9.pdf
Additionally, Quimera has filed a proposed Order to Show Cause
seeking authority to use cash collateral to:
(a) pay postpetition expenses for the purchase of food,
beverage and goods in the ordinary course of business in an amount
up to $20,000 for items to be purchased prior to any interim or
final hearing on Debtor's First Day Motions;
(b) pay certain prepetition wages, benefits and taxes in the
amount of up to $39,000 for employee wages; and
(c) provide Tapas a senior replacement lien on all assets of
the Debtor, including but not limited to Debtor's bank accounts,
cash and avoidance actions and an administrative expense priority
claim in accordance with 11 U.S.C. section 507 (b) for any
diminution in Tapas' collateral.
A full-text copy of the Order to Show Cause is available at
http://bankrupt.com/misc/nyeb18-41986-13.pdf
About Quimera Restaurant Group
Quimera Restaurant Group LLC -- http://www.barracanyc.com/-- owns
the Barraca restaurant located at 81 Greenwich Avenue, New York,
New York. Barraca is a Spanish restaurant focusing on genuine
tapas, paella and sangria.
Quimera Restaurant Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41986) on April 10,
2018. In the petition signed by Hector Sanz-Izquierdo, member, the
Debtor disclosed $413,884 in assets and $4.66 million in
liabilities. Judge Carla E. Craig presides over the case.
R & S ST. ROSE: Court Extends Time to File Briefs in BB&T Case
--------------------------------------------------------------
District Judge Miranda M. Du approves the stipulation entered into
by the parties in the case captioned BRANCH BANKING AND TRUST
COMPANY, Appellant, v. R & S ST. ROSE LENDERS, LLC, et al.,
Appellees, Case No. 2:17-CV-01322-MMD (D. Nev.) and extends the
deadline to file appellate briefs.
After participating in a three-day mediation earlier this year, the
parties have again engaged in productive settlement discussions in
one last effort to reach a global resolution. If a global
resolution is reached it will settle at least six appeals--four in
this Court and two in the Ninth Circuit--plus the underlying
bankruptcy case from which this case emanated. But the settlement
negotiations are complicated as they involve seven different groups
of parties and two insurers. The parties believe, in good faith,
that they need another week of settlement discussions to determine
whether a settlement can be reached.
To enable the parties to engage in settlement negotiations without
incurring additional fees and costs (which further complicate
settlement discussions) the parties stipulate that the appellees
will have up to and including April 27, 2018, to file their
answering brief. The appellant will then have up to and including
May 11, 2018, to file any reply brief.
This is the second request for an extension made by the parties.
The parties have not entered into this stipulation for any purpose
of delay but in a good faith attempt to reach a resolution without
further unnecessary expenditures of fees and costs.
A full-text copy of the Court's Order dated April 11, 2018 is
available at https://bit.ly/2HVzg1T from Leagle.com.
R & S St. Rose Lenders, LLC, Plaintiff, represented by Nedda Ghandi
-- nedda@ghandilaw.com -- Ghandi Deeter Blackham & David J.
Merrill, David J. Merrill, P.C.
Branch Banking & Trust Company, Appellant, represented by J.
Stephen Peek -- speek@hollandhart.com -- Holland & Hart, LLP,
Joseph S. Kistler, Hutchison & Steffen & Joseph G. Went --
jwent@hollandhart.com -- Holland & Hart LLP.
The Creditor Group, Defendant, represented by Talitha Gray
Kozlowski, Garman Turner Gordon.
R & S St. Rose, LLC, Appellee, represented by Samuel A. Schwartz,
Schwartz Flansburg PLLC & Bryan A. Lindsey, The Schwartz Law Firm,
Inc.
R & S St. Rose Lenders, LLC, Appellee, represented by David J.
Merrill, David J. Merrill, P.C. & Nedda Ghandi, Ghandi Deeter
Blackham.
U.S. Trustee, Trustee, represented by U.S. Trustee, Las Vegas.
About R & S St. Rose Lenders
Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-14973)
on April 4, 2011. Rose Lenders disclosed $12,041,574 in assets and
$24,502,319 in liabilities in its schedules, as amended. Its
primary asset consists of its claim in the scheduled amount of $12
million against R&S St. Rose, LLC.
Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition
(Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to
its schedules, it disclosed $16,821,500 in total assets and
$48,293,866 in total debts. Its primary asset consists of a fee
simple interest in approximately 38 acres of raw land located in
Henderson, Nevada.
R & S ST Rose Lenders' bankruptcy case is assigned to Judge Mike K.
Nakagawa.
R&S St. Rose Lenders has tapped Nedda Ghandi, Esq., of Ghandi Law
Offices as bankruptcy counsel. The Debtor previously had Larson &
Larson as counsel but the application was opposed by the U.S.
Trustee, prompting the withdrawal.
Commonwealth Land Title Insurance Company is represented by Scott
E. Gizer, Esq., at Early Sullivan Wright Gizer & McRae LLP, in Las
Vegas, Nevada, and Mary C.G. Kaufman, Esq., at Early Sullivan
Wright Gizer & McRae LLP, in Los Angeles, California.
Branch Banking and Trust Company is represented by J. Stephen Peek,
Esq., and Joseph G. Went, Esq., at Holland & Hart LLP, in Las
Vegas, Nevada.
REAL INDUSTRY: Warrant Holders Object to 210 Capital Plan
---------------------------------------------------------
BankruptcyData.com reported that Real Industry's ad hoc equity
committee and K&E Grossman Childrens Trust, NWRA Capital Partners
and Erin K. Donatelli (collectively, "Warrant Holders") filed with
the U.S. Bankruptcy Court separate objections to the Plan of
Reorganization filed for Real Industry by 210 Capital & Goldman
Sachs Asset Management ("Plan Proponents"). The ad hoc equity
committee asserts, "The Plan Proponents have the burden of
establishing that the Plan complies with each requirement of
section 1129(a). The Ad Hoc Committee opposed the Real Industry
financing on several grounds, which remain objections to the
Debtor's continuing control of the case with outside investors
through the plan confirmation process. First, it appeared from the
operating reports that Real Industry's need for additional cash at
the time was largely fabricated. The company is not an operating
company; it was not currently seeking to acquire businesses; and it
did not intend to use the funds from the financing or the equity
commitment for acquisitions according to the testimony of the
Debtor's financial advisor. Moreover, Real Industry began its case
with several million dollars in unencumbered cash, and prepaid
expenses (including substantial professional retainers) of over
$2,168,000. The Plan Proponents fail to meet even the most relaxed
tests for approval of the protections of non-debtors. Moreover,
given that the third party releases are non-consensual, the court
lacks subject matter jurisdiction to approve these releases. In
sum, the facts of this case support the objections to the Plan and
warrant denial of Plan confirmation."
About Real Industry
Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the
holding company for Real Alloy, the largest third-party aluminum
recycler in both North America and Europe. Real Alloy offers
products to wrought alloy processors, automotive original equipment
manufacturers, foundries, and casters. Real Alloy delivers
recycled metal in liquid or solid form according to customer
specifications and serves the automotive, consumer packaging,
aerospace, building and construction, steel, and durable goods
industries.
Real Industry has no funded debt. The funded debt obligations of
the Real Alloy debtors total $400 million, comprised of (i) $96
million outstanding under a $110 senior secured revolving
asset-based credit facility with Bank of America, and (ii) $305
million in principal outstanding under 10.00% senior secured notes
due 2019.
Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real
Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code in
Delaware on Nov. 17, 2017.
The Honorable Kevin J. Carey is the case judge.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local
bankruptcy counsel; Jefferies LLC as the debtors' investment
banker; Berkeley Research Group, LLC as financial advisor; Ernst &
Young LLP as auditor and tax advisor; and Prime Clerk as the claims
and noticing agent and administrative advisor.
The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel;
Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez
& Marsal Securities, LLC, as financial advisor.
DDJ Capital Management, LLC, Osterweis Capital Management, HPS
Investment Partners, LLC, Hotchkis & Wiley Capital Management, and
Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc
Noteholder Group.
The Official Committee of Unsecured Creditors tapped Brown Rudnick
LLP as counsel; Duane Morris LLP as Delaware counsel; Miller
Buckfire & Co, LLC, as investment banker; and Goldin Associates,
LLC, as financial advisor.
The Ad Hoc Committee of Equity Holders of Real Industry tapped the
firms of Dentons US LLP and Bayard, P.A., as counsel.
* * *
Real Alloy entered into an agreement with its existing asset-based
facility lender and certain of its bondholders for continued use of
its $110 million asset-based lending facility and up to $85 million
of additional liquidity through debtor-in-possession financing to
fund ongoing business operations.
As Real Industry has no access to the Real Alloy debtors'
postpetition financing, Real Industry accepted an unsolicited
proposal from 210 Capital, LLC and the Private Credit Group of
Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in
postpetition financing, (ii) an equity commitment of $17 million
for up to 49% of the common stock, and (iii) a commitment to
provide a $500 million acquisition financing facility on terms to
be negotiated.
REMINGTON OUTDOOR: US Trustee & SEC Object to Plan
--------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Remington Outdoor Company case and the SEC filed with the U.S.
Bankruptcy Court separate objections to the Company's Joint
Prepackaged Chapter 11 Plan of Reorganization.
BankruptcyData related that the Trustee asserts, "The Debtors' Plan
is not confirmable because it provides for non-consensual releases
to be given by all of the Debtors' current and former employees, as
well as many other parties affiliated with the Debtors, or
affiliated with other Releasing Parties. It does not appear that
any of these employees or other affiliated parties (a) had the
right to vote or to otherwise opt-out of giving releases, (b) are
receiving any distribution under the Plan, or (c) received notice
that they would be giving releases. The confirmation hearing notice
(if it was served on the employees and other affiliated parties)
did not include any reference to releases, other than those to be
given by the ABL Facility Lenders. The Debtors' Plan is also
non-confirmable because it does not provide that the Litigation
Trust created by the Plan, which will be making certain Plan
distributions, will be responsible for reporting its disbursements
or paying statutory fees that are mandated under 28 U.S.C. section
1960(a)(6). Finally, the injunction provision in the Plan enjoins
the assertion of the defense of recoupment, which, under Third
Circuit law, is to be preserved."
About Remington Outdoor Company
Based in Madison, North Carolina, Remington Outdoor Company, Inc.
-- https://www.remingtonoutdoorcompany.com/ -- manufactures and
markets firearms, ammunition, and related products for commercial,
military, and law enforcement customers worldwide. The company
operates through two segments, Firearms and Ammunition.
The company is controlled by Cerberus Capital Management.
Remington's affiliated companies are FGI Holding Company, LLC; and
FGI Operating Company, LLC; Remington Arms Company, LLC; Barnes
Bullets, LLC; TMRI, Inc.; RA Brands, L.L.C.; and Remington Arms
Distribution Company, LLC.
As of Oct. 1, 2017, Remington listed $954.3 million in total assets
against $1.306 billion in total liabilities and $351.9 million in
stockholders' deficit.
On March 25, 2018, Remington Outdoor Company, Inc. and 12
affiliated debtors sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Lead Case No. 18-10684) to seek confirmation of a
prepackaged plan of reorganization.
The Debtors continue to operate their businesses as debtors and
debtors in possession pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code. No party has requested the appointment of a
trustee or examiner and no committee has been appointed or
designated in these Chapter 11 Cases. The Debtors' request for
joint administration of these Chapter 11 Cases for procedural
purposes only is currently pending.
Milbank, Tweed, Hadley & McCloy LLP and Pachulski Stang Ziehl &
Jones LLP are serving as bankruptcy counsel to the Debtors.
Lowenstein Sandler is serving as co-counsel; Genovese Joblove &
Battista, P.A., is special counsel; Alvarez & Marsal North America,
LLC, is financial advisor; and Prime Clerk LLC is the claims and
noticing agent and administrative advisor. Lazard Freres & Co. LLC
acts as investment banker.
Counsel to the Ad Hoc Group of Term Loan Lenders are O'Melveny &
Myers, led by Andrew Parlen and Joseph Zujkowksi, and Richards,
Layton & Finger LLP. Counsel to the ABL Agent and ABL Lenders is
Skadden, Arps, Slate, Meagher & Flom LLP, led by Paul Leake, Shana
Elberg, and Jason Liberi. Counsel to the Third Lien Notes
Indenture Trustee, is Dorsey & Whitney LLP, led by Adam F.
Jachimowski. Counsel to the Ad Hoc Group of Third Lien Noteholders
are Willkie Farr & Gallagher LLP, led by Rachel C. Strickland and
Joseph G. Minias; and Young Conaway Stargatt & Taylor, LLP, led by
Edmon Morton. Counsel to Ankura Trust Company, as the successor
administrative agent under the Term Loan Agreement, are Davis Polk
& Wardell LLP, led by Damian S. Schaible; and Richards, Layton &
Finger LLP, led by Mark Collins.
On Aparil 9, 2018, the U.S. Trustee appointed five creditors to
serve in the Official Committee of Unsecured Creditors.
ROSENBAUM FARM: Needs 60-Day Extension of Solicitation Period
-------------------------------------------------------------
Rosenbaum Feeder Cattle, LLC, and Rosenbaum Farm, LLC, ask the U.S.
Bankruptcy Court for the Western District of Virginia to extend by
60 days the period during which Debtors have the exclusive right to
solicit acceptances of their Chapter 11 Plan.
A hearing on the request will be held on May 3, 2018, at 10:30 a.m.
(ET).
Currently, the Exclusive Solicitation Period for the Plan expires
on April 27, 2018. The Debtors are working with counsel for Farm
Credit of the Virginias, ACA and the U.S. Trustee to prepare a
scheduling order for the Court's consideration. While that is not
finalized, it is certain that the deadline for voting on the Plan
will occur much later than April 27, 2018, the Debtors said.
As reported by the Troubled Company Reporter on Jan. 19, 2018, the
Debtors previously asked the Court to extend the (a) exclusive
period in which to file a Chapter 11 Plan for 47 days from Jan. 12,
2018, through Feb. 28, 2018, and (b) period during which Debtors
have the exclusive right to solicit acceptances on such a plan for
45 days from March 13, 2018 through April 27, 2018.
The Debtors are seeking additional extension to allow time for the
Debtors to maintain the exclusive right to solicit votes on their
Plan, which was filed of record on Feb. 28, 2018. The requested
extension is reasonable given the Debtors' progress to date and the
current posture of this case.
The Debtors assured the Court that they are not seeking this
extension to delay the process for some speculative event or to
pressure creditors to accede to a plan that is unsatisfactory to
them. The Debtors are pursuing a reorganization in an effort to
maximize the recovery to its creditor, and the Debtors have now
proposed and filed a plan of reorganization that provides a clear
path out of bankruptcy.
Business showed profits in recent months, as disclosed in Rosenbaum
Feeder's Monthly Operating Reports for February and March 21.
Finally, this case has only been pending since the end of July
2017. The Debtors hope to conclude these cases as quickly as
possible, but submit that a brief extension of time is justified
under the circumstances. The Debtors previously requested
extensions of the Exclusivity Periods. Those requests were
granted, and on Feb. 28, 2018, the Debtors filed their Disclosure
Statement and Chapter 11 plan of reorganization.
The Disclosure Statement hearing was originally scheduled for April
3, 2018, but upon request from counsel for Farm Credit, the Debtors
agreed to file a motion to continue the hearing until April 18,
2018. The Court granted the motion and rescheduled the hearing on
the Debtors' Disclosure Statement for April 18, 2018. At the April
18, 2018 hearing, the Debtors, Farm Credit, and the U.S. Trustee
had no objection to scheduling the confirmation hearing on the plan
for Aug. 16 and 17, 2018. Thus, the Debtors expect there would be
no objection to the relief requested.
A copy of the court order is available at:
http://bankrupt.com/misc/vawb17-70963-121.pdf
About Rosenbaum Farm and Rosenbaum Feeder
Rosenbaum Farm, LLC, and Rosenbaum Feeder Cattle, LLC, own a hog
feedlot facility at 36000 Allison Lane, Glade Spring, Virginia.
William McCann Rosenbaum and William Todd Rosenbaum, who are father
and son respectively. William and Todd Rosenbaum are the sole
owners of Rosenbaum Farm. The Farm has been in the Rosenbaum
family for four generations.
Rosenbaum Farm and Rosenbaum Feeder Cattle sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case Nos.
17-70962 and 17-70963) on July 20, 2017. William Todd Rosenbaum,
its secretary and treasurer, signed the petitions. The Debtors'
cases were consolidated for procedural purposes on Aug. 17, 2017.
At the time of the filing, both Debtors estimated assets and
liabilities of $1 million to $10 million.
Judge Paul M. Black presides over the cases.
The Debtors hired Stoll Keenon Ogden PLLC as bankruptcy counsel,
and Browning, Lamie & Gifford, P.C., as local counsel. The Debtors
hired Hicok, Fern & Company CPAs as their accountant and financial
advisor.
RPA MANAGEMENT: Seeks Authority for Interim Use of Cash Collateral
------------------------------------------------------------------
RPA Management, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Michigan to use cash collateral
in accordance with the budget.
The Debtor hires and supervises Physicians and other medical
professionals on behalf of its business associate Residential
Physicians Assoc., PLLC. The Debtor is also engaged in active
marketing efforts to generate new patients for Residential.
The Debtor projects that during the first 90 days of this case, it
will need to spend $240,000 for Residential in order to avoid
immediate and irreparable harm. The budget shows total expenses
$78,900 per month, with a 10% variance for each line item and in
total.
At this time, the Debtor is only seeking to allow it to use the
cash collateral on an interim basis to pay its necessary operating
expenses until the Court holds a final hearing on the use of cash
collateral. Additionally, the Debtor requests that the Court
authorize it to continue using cash collateral in accordance with
such modified or supplemental budgets without a hearing unless an
objection is filed.
Before the Petition Date, the Debtor entered into a loan and
related security instruments with Residential Home Care, Inc.
("RHC"). The Debtor anticipates that RHC will assert a first
priority security interest in its cash collateral. The Debtor
believes that no other entities have an interest in its cash
collateral other than RHC.
As adequate protection for any security interest that RHC may
assert, the Debtor offers replacement liens in its personal
property, now owned or hereafter acquired, including the proceeds
and products thereof to the same extent that such liens existed
prior to the Petition Date.
In addition, the Debtor will make monthly payments to RHC in the
amount of $5,000, where the initial payment will be due on or
before May 15, 2018, and each subsequent payment will be due on or
before the 15th of each month thereafter.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/mieb18-45308-9.pdf
About RPA Management
RPA Management, Inc. -- http://www.rpacares.com/-- provides home
medical doctors, and house call physicians to patients in need with
a focus on preventing readmissions during the transition from an
acute care setting to the home. It provides in-home care, chronic
care and lab & mobile testing services. RPA is headquartered in
Southfield, Michigan.
RPA Management sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case No. 18-45308) on April 11, 2018. In
the petition signed by Stuart D. Kay, president, the Debtor
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million. Judge Thomas J. Tucker presides over the case.
RUBY RED: Unsecured Creditors to Recoup 0.5% Under Plan
-------------------------------------------------------
Ruby Red Dentata, LLC, proposes to pay holders of general unsecured
creditors 0.5% of their allowed claims in full and final settlement
of their claims, according to an amended disclosure statement
explaining the Debtor's plan of reorganization.
The payment to unsecured creditors will be made on the Effective
Date of the Debtor's Plan. The Debtor estimates that the allowed
claims held by unsecured creditors total approximately $56,216.
The IRS claim of$70,590. does not relate to the Debtor and reduces
the Class 6 Claims.
The Debtor is pursuing a Plan to continue its business operations
subsequent to approval of the Plan. The Debtor anticipates no
adverse tax consequences as a result of the Court confirming the
Plan of Reorganization. The Buildings are depreciated on a
straightline basis. The Debtor's owner is at risk for over
$500,000 in loans to the Debtor. The Buildings have generated net
operating losses ("NOL") since 2007. The Debtor expects the
delinquent tax returns for 2011 through 2016 to also show a NOL for
each year plus the NOL carry forward. The Debtor is not required
to file corporate or partnership tax returns. Rather, the Debtor's
owner reports the Debtor’s income and loss on Schedule C of Form
1040 for individuals. Schedule C for years 2011 through 2016 will
be made available no later than March 15, 2018.
The owner of the Debtor will address tax treatment with its
accounting, tax and management consultants at the time of sale of
one or both of the Buildings. Historic and energy tax credits
available to the Debtor will be used to offset tax liability, if
any, or sold to retire debt.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/mnb17-41184-80.pdf
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/mnb17-41184-72.pdf
About Ruby Red Dentata
Headquartered in Minneapolis, Minnesota, Ruby Red Dentata, LLC, is
in the business of owning, developing, and leasing commercial real
estate.
The Debtor has been operated by Ms. Toby Brill since August 2007
filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case
No. 17-41184) on April 24, 2017, estimating its assets at between
$1 million and $10 million and its liabilities at between $500,001
and $1 million.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
S&F MEAT: Seeks to Hire Wm. F. Comly as Appraiser
-------------------------------------------------
S&F Meat Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to hire an appraiser.
The Debtor proposes to employ Wm. F. Comly & Sons, Inc. to conduct
an appraisal of its equipment, fixtures and personal property.
The Debtor has agreed to a two-tiered fee structure for the firm's
services, which consist of a flat fee of $4,000, including
expenses, to prepare an appraisal; and additional compensation on
an hourly basis for court preparation, deposition or court
testimony. The hourly fee for Stephen Comly, president, is $200.
Mr. Comly disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Stephen E. Comly
Wm. F. Comly & Sons, Inc.
1825 E. Boston Street
Philadelphia, PA. 19125-1296
Local: 215-634-2500
Toll Free: 800-883-2665
Fax: 215-634-0496
About S&F Meat Corp.
S&F Meat Corp. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-14687) on July 10, 2017. In the
petition signed by Yleana Rodriguez, the Company's president, the
Debtor estimated assets and liabilities of $1 million to $10
million. Judge Ashely M. Chan presides over the case. The Debtor
tapped Smith Kane as its bankruptcy counsel, and Bochetto & Lentz,
P.C. as special counsel.
S&F MEAT: Taps Mastroieni as Real Estate Appraiser
--------------------------------------------------
S&F Meat Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to hire a real estate
appraiser.
The Debtor proposes to employ Mastroieni & Associates, Inc. to
conduct an appraisal of its leasehold interests on a real property
located at 1240 E. Erie Avue, Philadelphia, Pennsylvania.
Mastroieni will be compensated for its services pursuant to a
two-tiered fee structure, which consists of a flat fee of $2,500,
including expenses, to prepare an appraisal; and additional
compensation on an hourly basis for court preparation, deposition
or court testimony. The hourly rates are:
Researcher/Associate $75
Appraiser $125
Senior Appraiser $175
Principal Manager $200
President $275
Maureen Mastroieni, president of Mastroieni & Associates, disclosed
in a court filing that her firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Maureen Mastroieni
Mastroieni & Associates, Inc.
6198 Butler Pike, Suite 151
Blue Bell, PA 19422
Phone: +610-275-5221
E-mail: mmastroieni@mastroieniandassociates.com
About S&F Meat Corp.
S&F Meat Corp. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-14687) on July 10, 2017. Yleana
Rodriguez, the Company's president, signed the petition. At the
time of the filing, the Debtor estimated assets and liabilities of
$1 million to $10 million. Judge Ashely M. Chan presides over the
case. The Debtor tapped Smith Kane as its bankruptcy counsel, and
Bochetto & Lentz, P.C. as special counsel.
SCG MADILL: Has Until June 1 to Exclusively File Plan
-----------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
District of Delaware has extended SCG Madill Brookside, LLC, and
its affiliates' exclusive periods during which only the Debtors can
file a plan of reorganization and solicit acceptance of the plan
through and including June 1, 2018, and July 13, 2018,
respectively.
The deadline by which the Debtors have to file their plan and
disclosure statement is also extended through and including June 1,
2018.
A copy of the court order is available at:
http://bankrupt.com/misc/flmb17-10101-96.pdf
As reported by the Troubled Company Reporter on April 11, 2018, the
Debtors asked the Court to extend the exclusivity periods during
which only the Debtors may file a plan and solicit acceptances of
the plan through and including July 3, 2018, and Aug. 31, 2018,
respectively. The Debtors are in the process of formulating their
plan and require additional time in connection with same. The
Debtors assured the Court that they are not asking for the
extension for purposes of delay and that the requested extension
will not prejudice any party.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/flmb17-10101-77.pdf
About SCG MADILL BROOKSIDE
Based in Tampa, Florida, SCG Madill Brookside, LLC, d/b/a Brookside
Nursing Center and its affiliates, operate skilled nursing
facilities. The Debtors provide residents and patients with a full
spectrum of skilled nursing and long-term health care services and
offer a wide range of direct care services like therapy, hospice
care, Alzheimer's, and dementia care within their portfolio of
facilities.
SCG Madill Brookside (Bankr. M.D. Fla. Case No. 17-10101) and
affiliates SCG Durant Four Seasons, LLC (Bankr. M.D. Fla. Case No.
17-10103), SCG Lake Country, LLC (Bankr. M.D. Fla. Case No.
17-10104), SCG Oak Ridge, LLC (Bankr. M.D. Fla. Case No. 17-10107),
SCG Red River, LLC (Bankr. M.D. Fla. Case No. 17-10108), and SCG
Red River Management, LLC (Bankr. M.D. Fla. Case No. 17-10109)
filed separate Chapter 11 bankruptcy petitions on Dec. 5, 2017,
estimating its assets and liabilities at between $1 million and $10
million each. The petition was signed by David Vaughan, chairman
of the Board.
These affiliated cases previously filed on July 27, 2017 in the
Middle District of Florida, Tampa Division, with Judge Catherine
Peek McEwen as bankruptcy judge:
Entity Case No.
------ --------
Senior Care Group, Inc. 17-06562
SCG Laurellwood, LLC 17-06576
SCG Gracewood, LLC 17-06574
SCG Harbourwood, LLC 17-06572
SCG Baywood, LLC 17-06563
Key West Health and Rehabilitation Center 17-06580
The Bridges Nursing and Rehabilitation, LLC 17-06579
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler,
P.A., serves as the Debtors' bankruptcy counsel.
SECOND PHOENIX: Needs Time for Approval of Settlement Stipulation
-----------------------------------------------------------------
Second Phoenix Holding LLC, Harlem Phoenix Realty Corp. and Kshel
Realty Corp. ask the U.S. Bankruptcy Court for the Southern
District of New York to extend through October 31, 2018, the
exclusive periods within which to file amended plans and amended
proposed disclosure statements and, thereafter, through Dec. 31,
2018 to solicit acceptances and rejections thereof.
Absent an extension, the Debtors' exclusive time to file plans
would terminate on or about May 3, 2018.
On March 12, 2018, the Debtors filed an application to retain
Avison Young-New York, LLC as real estate advisors to market the
East 125th Street property for a refinance and the Second Avenue
and/or the East 125th Street property for a sale or refinance. But
on March 21, SKW East VH LLC filed an Objection to the AYNY
Retention. SKW East VH LLC is a lender asserting a claim of in
excess of the principal indebtedness owing to SKW, to wit, in
excess of $12 million secured by the Property.
On March 15, 2018, the Debtors filed a joint plan of reorganization
and a proposed joint disclosure statement. On April 23, 2018, the
Debtors filed a first amended joint plan of reorganization and
disclosure statement.
On March 16, 2018, filed a Motion for Order: (I) Modifying the
Automatic Stay to Permit SKW East VH LLC to Exercise its Rights
with Respect to the Properties or, Alternatively, (II) Dismissing
the Chapter 11 Cases, or Alternatively, (III) Designating the
Debtors Single Asset Real Estate Entities Under Sections 101(51B)
of the Bankruptcy Code and (IV) Granting Such Other Relief.
The Debtors and SKW negotiated a stipulation that resolves, inter
alia, the SKW and AYNY Retention Motions, which, inter alia,
provides Debtors with an opportunity to achieve a viable exit in
these chapter 11 cases while giving SKW certainty regarding its
claim and timing of any sale or refinance transaction(s).
The Office of the United States Trustee requested changes to the
Settlement Stipulation. To date, the Settlement Stipulation has yet
to be approved by the Office of the United States Trustee nor
signed -- albeit Debtors remain confident that it will be. Thus,
the Settlement Stipulation, along with the AYNY Retention Motion,
await Court consideration.
The Debtor anticipates that the Plan and Proposed Disclosure
Statement will require amendment(s). If the Settlement Agreement is
approved, the Debtors will have until October 15, 2018 to close on
the sale and/or refinance of the Property, then one set of
amendment will be required. If the AYNY Retention is approved and
the Court enters the Proposed AYNY Retention Order, another set of
amendments will be required. Thus, unless and until the Court rules
on the Settlement Stipulation; the SKW Motion; and/or the AYNY
Retention, the Debtors will not know of the terms to be
incorporated in a proposed plan.
About Second Phoenix Holding
Second Phoenix Holding LLC, Harlem Phoenix Realty Corp., and Kshel
Realty Corp. are privately held companies that are engaged in
activities related to real estate. Second Phoenix is the fee simple
owner of a real property located at 212 East 125th Street, New
York, NY 10035 214-216 East 125th Street, New York, NY 10035 14
Second Avenue, New York, NY 10003 with an appraised value of $21.90
million. Harlem holds 47.58% of the equity of Second Phoenix and
Kshel holds the other 52.42%. Evan Blum is the sole shareholder of
Harlem and Kshel and is the managing member of Second Phoenix.
Based in New York, New York, Second Phoenix Holding LLC filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-10009) on Jan. 3,
2018. In the petition signed by Evan Blum, sole managing member,
the Debtor disclosed $21.92 million in total assets and $12.91
million in liabilities. The Debtor is represented by Marc Stuart
Goldberg, Esq., at Marc Stuart Goldberg, LLC, as counsel.
SHIRAZ HOLDINGS: Has Until June 1 to Solicit Acceptances of Plan
----------------------------------------------------------------
The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the
Southern District of Florida has extended Shiraz Holdings, LLC's
exclusive right to solicit acceptances of a plan of reorganization
through and including June 1, 2018.
A copy of the court order is available at:
http://bankrupt.com/misc/flsb17-17968-221.pdf
As reported by the Troubled Company Reporter on April 10, 2018, the
Debtor asked the Court to extend the exclusivity period to solicit
acceptances of its Chapter 11 Plan through and including at least
April 30, 2018. On Dec. 23, 2017, the Debtor filed Chapter 11 Plan
of Reorganization and disclosure statement in connection with
Chapter 11 Plan of Reorganization. Thereafter, on March 23, 2018,
the Debtor filed its Amended Chapter 11 Plan of Reorganization and
Amended Disclosure Statement. The Debtor anticipates filing second
amendments to the Plan and Disclosure Statement. The Debtor is in
the process of negotiating with its creditors, it has engaged
brokers to help facilitate the sale of leases of its properties,
and has reached certain settlements that should prove helpful in
its reorganization efforts.
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.
SMART WORLDWIDE: S&P Alters Outlook to Positive & Affirms 'B+' CCR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Newark, Calif.–based
memory packaging and specialty module manufacturer SMART Worldwide
Holdings Inc. to positive from stable and affirmed the 'B+'
corporate credit rating.
At the same time, S&P affirmed all of its issue-level ratings on
the company.
The positive outlook reflects the company's consistent revenue
growth, improving profitability, and lower leverage, which is
supported by solid industry fundamentals and a stronger economic
backdrop in Brazil. As of the announcement of its fiscal second
quarter results, SMART has reported revenue increases of more than
30% for six consecutive quarters. SMART also increased its revenue
relative to the same period last year as it reported $314 million
of revenue for the its fiscal second quarter, up from $172 million
a year ago. This strong top-line growth contributed to the
company's increased profitability as it improved its EBITDA margins
by approximately 300 basis points during the first half of
fiscal-year 2018. SMART's improved operating performance has been
supported by the economic recovery in Brazil, renewed strength in
the global memory market, and increasing local content requirements
for mobile device manufacturing in Brazil.
"The positive outlook on SMART is based on our belief that the
company will be able to sustain the significant improvements in its
operating performance and grow at a faster pace than the overall
semiconductor industry on new opportunities in both its Brazil and
specialty memory businesses and a favorable macroeconomic
environment. We expect the firm to reduce its leverage to
approximately 1x over the next 12 months.
"We could raise our ratings on SMART if the company is able to
sustain the recent improvements in EBITDA margins while maintaining
leverage of less than 1.5x. In order to raise the ratings, we would
also require Silver Lake to reduce its ownership stake in SMART to
under 40%.
"We could revise our outlook on SMART to stable if macroeconomic
weakness in Brazil, a downturn in the memory market, or other
operational disruptions cause the company's revenue and EBITDA to
decline and increase its leverage."
SOUTH COAST: Proposal to Use Cash Collateral Withdrawn
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, upon
the request of has entered an order withdrawing South Coast Supply
Co.'s Motion for Authority to Use Cash Collateral pursuant to a
Fourth Interim Order.
In the light of South Coast's motion to approve
debtor-in-possession financing, South Coast's request for entry of
a fourth interim order the use of cash collateral is now moot.
About South Coast Supply
Founded in 1972 and headquartered in Houston, Texas, South Coast
Supply Company -- http://www.southcoastsupply.com/-- is a
distributor of industrial equipment including flanges, weld
fittings, long weld necks, OD & ID heads, pipe, valves, pressure
fittings and piping accessories. South Coast is a dependable
supply source for engineering/construction, vessel fabricators,
heat exchanger industry, original equipment manufacturers (OEM),
industrial contractors, gas transmission companies, mechanical
contractors, water/wastewater industry and companies in oil and gas
exploration/processing industries in the U.S. and export market.
South Coast Supply Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017.
In the petition signed by Steven Mark Gray, CEO, the Debtor
estimated its assets and liabilities at between $1 million and $10
million. Judge Karen K. Brown presides over the case. Miles H.
Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's
bankruptcy counsel.
SPECTRUM BRANDS: S&P Cuts Corp Credit Rating to B+, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Middleton, Wis.-based Spectrum Brands Inc. to 'B+' from 'BB-'. The
outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured bank debt to 'BB' from 'BB+', with a
recovery rating of '1', indicating our expectation for very high
(90%-100%, rounded estimate: 95%) recovery in the event of a
payment default.
"We also lowered our issue-level rating on the company's senior
unsecured notes to 'B+' from 'BB-', with a recovery rating of '4',
indicating our expectations for average (30%-50%; rounded estimate:
45%) recovery in the event of a payment default."
Debt outstanding as of April 1, 2018, was about $4.3 billion.
S&P said, "The downgrade reflects our diminished view of Spectrum
Brands' continuing businesses following the disclosure of material
operating inefficiencies that contributed to its 33% organic EBITDA
decline in the second quarter ended April 1, 2018. Although much of
the EBITDA deterioration occurred in two segments (Hardware and
Home Improvement [HHI] and Global Auto Care [GAC]) that have been
trying to leverage their cost structures by consolidating
distribution and manufacturing facilities, overall performance of
the continuing businesses has trended downward over the last 18
months, including ongoing restructuring, integration, and product
recall costs. Spectrum Brands may be able to gradually fix its
operational bottlenecks, but customer losses over the next year in
a highly competitive environment are possible. In addition, as we
previously stated, the assumed disposal of the low growth but
stable battery business reduces Spectrum Brands' overall diversity
and scale, while increasing exposure to seasonal (including
weather) and cyclical risks.
"The stable outlook assumes Spectrum Brands will sell the battery
business in the next few quarters and apply close to $2 billion of
net cash proceeds to debt, resulting in about 4x adjusted leverage
(including appliances EBITDA). Application of battery sale proceeds
to debt should also significantly expand cushion under the bank
leverage covenant (probably to above 40%, compared to around
15%-20% presently), and allow sufficient time to fix operational
problems.
"We could lower the rating if we forecast adjusted leverage will
remain above 5x, which could occur if Spectrum Brands is unable to
fix its operational problems, potentially leading to depressed fill
rates, customer losses, and higher distribution and manufacturing
costs. The company's operations could also face cost pressure from
rising freight and commodity expenses, as well as escalating
competition. We could also lower the rating if the company does not
prudently manage the net proceeds from probable asset sales, or if
a combination of factors, including an inability (albeit unlikely)
to dispose of the battery assets and the assumption of HRG debt,
leads to forecasted covenant cushion below 10%.
"While highly unlikely over the next 12 months, we could raise the
rating if Spectrum Brands fixes its operational problems, improves
cash flow, and prudently manages asset sale proceeds such that we
expect adjusted leverage will be sustained at or below 4.5x. For a
higher rating, we would need to see clear operational strengthening
and organic sales growth. Absent a more favorable view of the
business, we would likely not raise the rating."
SPRINT CORP: S&P Places 'B' CCR on Watch Positive on T-Mobile Deal
------------------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit and senior
unsecured debt ratings on Overland Park, Kan.-based wireless
carrier Sprint Corp. on CreditWatch with positive implications.
S&P also placed the 'B+' issue-level rating on Sprint's senior
unsecured notes with junior subsidiary guarantees on CreditWatch
with positive implications.
"At the same time, we are lowering issue-level rating on Sprint's
9.25% debentures due 2022 to 'B' from 'BB-' and placing the rating
on Watch positive following the February 2018 amendment to the
company's credit facility that removed security from the notes,"
S&P said.
The CreditWatch placement follows the announcement that T-Mobile
and Sprint have signed an agreement to merge in an all-stock deal
with an implied enterprise value of approximately $146 billion. S&P
said, "We expect that T-Mobile's parent company Deutsche Telekom AG
will own about 42% of the combined company while Sprint's parent
company SoftBank Group Corp. will own approximately 27%. We believe
an upgrade, if any, on Sprint would be as high as three notches to
'BB'. Although highly unlikely, there is the possibility of a
four-notch upgrade if we were to affirm the ratings on T-Mobile."
S&P said, "We intend to resolve the CreditWatch placement following
the close of the transaction, most likely between the fourth
quarter of 2018 and the second quarter of 2019. We believe an
upgrade, if any, could be as high as three notches, with the pro
forma entity likely to be rated 'BB'."
STINAR HG: Seeks Approval of FMCC Cash Collateral Stipulation
-------------------------------------------------------------
Stinar HG, Inc., d/b/a Stinar Corporation, seeks approval from the
U.S. Bankruptcy Court for the District of Minnesota of the first
amended cash collateral stipulation with Ford Motor Credit
Corporation (FMCC).
FMCC and Stinar entered into a Master Loan and Security Agreement
and a related Supplement to Agreement, pursuant to which Stinar
acquired certain motor vehicles and related goods on credit from
FMCC, and granted FMCC a first priority security interest in the
motor vehicles, related goods, and accounts, general intangibles,
which currently includes a 2016 Ford Truck bearing vehicle
identification number 1FDRF3G61GED30143, all accessories thereto,
and all accounts, general intangibles and proceeds therefrom.
As of March 5, 2018, Stinar is indebted to FMCC in the amount of
$28,670.62 plus costs, expenses and additional interest accruing at
a rate of 3.24% per annum.
On July 26, 2017, an order was entered approving a stipulation and
order between the Debtors and FMCC, affording FMCC adequate
protection. Now, the Debtors and FMCC desire to amend the terms of
the Original Stipulation and Order and terms of the Debtors' use of
its cash collateral and the adequate protection afforded to FMCC as
follows:
(a) The Obligations are secured by FMCC's first priority
properly perfected security interest in the FMCC Collateral, which
as of the Petition Date includes the Truck and other Current FMCC
Collateral. FMCC's rollover lien in the FMCC Collateral granted in
the Original Stipulation and Order continues.
(b) The Truck is inventory of Stinar valued at approximately
$35,000.
(c) The Debtors consent to keep the Truck and all accessories
and accessions thereto insured during the pendency of the above
captioned bankruptcy case, naming FMCC as an additional insured.
(d) As inventory, the Truck may be sold during the pendency
of the Case. Debtors consent that the Truck will not be sold for
less than the Obligations, unless otherwise agreed by Ford Credit
in writing, and all proceeds from the sale of the Truck up to the
amount of the then current Obligations due and owing to FMCC, will
be remitted to FMCC without need for further order of the Court.
(e) On the first day of each month thereafter during the
pendency of this Case, prior to satisfaction in full of the
Obligations, the Debtors will pay to FMCC $3,500 as adequate
protection, to be followed by one final payment in the amount
necessary to satisfy the Obligations.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/mnb17-31670-85.pdf
About Stinar HG & Oakrdige
Stinar HG, Inc., doing business as The Stinar Corporation, is a
Minnesota-based company that manufactures ground support equipment
for the aviation industry. The late Frank Stinar founded Stinar
Corp. in 1946. Stinar's products are used to load, service, and
maintain all types of aircraft for both government and commercial
applications. The company's corporate headquarters and its
40,000-square foot manufacturing facility are in Eagan, Minnesota.
On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a
publicly held Minnesota-based company, became the new owner of
Stinar. Currently, Stinar is the only asset of Oakridge Holdings.
The largest shareholder of Oakridge Holdings is Robert Harvey who
holds approximately 21% of the outstanding shares.
Oakridge Holdings and operating unit Stinar HG filed bankruptcy
Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and
17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO and
president, signed the petitions.
On May 26, 2017, the Court entered an Order allowing the joint
administration of these Chapter 11 cases under Bankr. D. Minn. Case
No. 17-31670.
At the time of filing, debtor Oakridge Holdings disclosed total
assets of $990,237 and total liabilities of $2.17 million, while
debtor Stinar HG disclosed total assets of $8.22 million and total
liabilities of $2.91 million.
The cases are assigned to Judge Kathleen H Sanberg.
The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia
Law Group.
An Official Committee of Unsecured Creditors has not yet been
appointed in Debtors' Chapter 11 case, and the U.S. Trustee has
filed notices indicating that they have been unable to form such a
committee as to both Debtors.
T-MOBILE US: S&P Places 'BB+' CCR on Watch Negative on Sprint Deal
------------------------------------------------------------------
S&P Global Ratings placed its 'BB+' corporate credit and senior
unsecured debt ratings on Bellevue, Wash.-based wireless service
provider T-Mobile US Inc. on CreditWatch with negative
implications.
At the same time, S&P placed the 'B' corporate credit rating and
senior unsecured debt rating on Overland Park, Kan.-based wireless
carrier Sprint Corp. on CreditWatch with positive implications. S&P
also placed the 'B+' issue-level rating on Sprint's senior
unsecured notes with junior subsidiary guarantees on Watch
positive.
S&P said, "We expect pro forma debt to be about $78 billion to $80
billion, including tower obligations. The company said that the
capital structure will consist of about $45 billion to $47 billion
of secured debt (also including the tower obligations) and $33
billion of unsecured debt."
The dual CreditWatch placements follow the announcement that
T-Mobile and Sprint have signed an agreement to merge in an
all-stock deal with an implied enterprise value of about $146
billion. S&P said, "We expect that T-Mobile's parent company
Deutsche Telekom AG will own approximately 42% of the combined
company while Sprint's parent company SoftBank Group Corp. will own
about 27%. We believe a downgrade, if any, of T-Mobile would be
limited to one notch to 'BB' while an upgrade of Sprint would be as
high as three notches to 'BB'. Although highly unlikely, there is
the possibility of a four-notch upgrade for Sprint if we were to
affirm the ratings on T-Mobile."
S&P said, "We aim to resolve the dual CreditWatch listings when the
transaction closes. In addition to the increase in leverage for
T-Mobile and weaker cash flow metrics, the ultimate rating outcome
will depend on the strategy the company employs to reduce
integration risk as well as any potential regulatory concessions,
which could include the sale of spectrum. We believe a downgrade,
if any, for T-Mobile is limited to one notch. At the same time, an
upgrade for Sprint could be as high as three notches, with the pro
forma entity likely rated at 'BB'."
THORCO INC: Has Until May 24 to Exclusively File Plan
-----------------------------------------------------
The Hon. Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana has extended, at the behest of Thorco Inc, the
exclusivity period for the Debtor to file a plan of reorganization
and disclosure statement until May 24, 2018.
A copy of the court order is available at:
http://bankrupt.com/misc/mtb17-61219-29.pdf
About Thorco Inc.
Thorco Inc. is classified under heavy & civil engineering
construction and has been in business for more than 10 years.
Thorco Inc is a privately held company located in Kalispell,
Montana. The company previously sought bankruptcy protection on
May 27, 2014 (Bankr. D. Mont. Case No. 14-60633).
Thorco Inc filed for Chapter 11 bankruptcy protection (Bankr. D.
Mont. Case No. 17-61219) on Dec. 27, 2017, estimating its assets at
up to $50,000 and its liabilities at between $1 million and $10
million. The petition was signed by Dennis Thornton, president.
Judge Benjamin P. Hursh presides over the case.
Jon R. Binney, Esq., at Binney Law Firm, PC, serves as the Debtor's
bankruptcy counsel.
TOP TIER SITE: Committee Taps Verdolino as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Top Tier Site
Development, Corp., seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Verdolino & Lowey, P.C.
as its financial advisor.
The firm will represent the committee in negotiations with the
Debtor; assist the committee in analyzing any bankruptcy plan
proposed by the Debtor or in formulating and implementing its own
plan; analyze the Debtor's financial condition; prepare claim
analyses; and provide other services related to the Debtor's
Chapter 11 case.
Craig Jalbert, principal of Verdolino, charges an hourly fee of
$465. The hourly rates for other Verdolino personnel who may
assist him range from $250 to $390.
Mr. Jalbert and his firm are "disinterested persons" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Craig R. Jalbert
Verdolino & Lowey, P.C.
124 Washington Street, Suite 101
Foxboro, MA 02035
Phone: 508-543-1720
Fax: 508-543-4114
About Top Tier Site Development Corp.
Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a
full-service contracting company in Lakeville, Massachusetts, with
a focus on wireless communication, commercial and residential
construction.
Top Tier Site Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on Nov. 2,
2017. In the petition signed by Robert Santoro, its president, the
Debtor disclosed $1.96 million in assets and $5.41 million in
liabilities.
Judge Joan N. Feeney presides over the case.
James P. Ehrhard, Esq., of Ehrhard & Associates, P.C., is the
Debtor's legal counsel. The Debtor hired Baker, Braverman &
Barbadoro, P.C., as its special counsel and T.G. Mayer & Co., PC as
its accountant.
On Jan. 12, 2018, the U.S. Trustee for the District of
Massachusetts appointed an official committee of unsecured
creditors. The Committee retained Jeffrey D. Sternklar, LLC, as
its legal counsel.
TOWN SPORTS: Posts First Quarter Net Income of $1.12 Million
------------------------------------------------------------
Town Sports International Holdings, Inc., filed with the Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $1.12 million on $107.11 million of revenues for the
three months ended March 31, 2018, compared to a net loss of $2.93
million on $99.08 million of revenues for the same period during
the prior year.
As of March 31, 2018, Town Sports had $251.80 million in total
assets, $325.31 million in total liabilities and a $73.50 million
total stockholders' deficit.
"We continue to experience revenue pressure from members as the
fitness industry continues to be highly competitive in the
geographic regions in which we compete. We continue to strategize
on improving our financial results. We focus on increasing
membership in existing clubs to increase revenue. We may consider
additional actions within our control, including certain
acquisitions, license arrangements, the closure of unprofitable
clubs upon lease expiration and the sale of certain assets. We may
also consider additional strategic alternatives, including
opportunities to reduce TSI, LLC's existing debt and further
cost-savings initiatives. Our ability to continue to meet our
obligations is dependent on our ability to generate positive cash
flow from a combination of initiatives, including those mentioned
above. Failure to continue to successfully implement these
initiatives could have a material adverse effect on our liquidity
and our operations, and we would need to implement alternative
plans that could include additional asset sales, additional
reductions in operating costs, additional reductions in working
capital, debt restructurings and the deferral of capital
expenditures. There can be no assurance that such alternatives
would be available to us or that we would be successful in their
implementation," the Company stated in the SEC filing.
As of March 31, 2018, the Company had $54.4 million of cash and
cash equivalents. Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash and
cash equivalents and the interest rate swap. Although the Company
deposits its cash with more than one financial institution, as of
March 31, 2018, $39.5 million was held at one financial
institution.
"We have not experienced any losses on cash and cash equivalent
accounts to date and we do not believe that, based on the credit
ratings of the aforementioned institutions, we are exposed to any
significant credit risk related to cash at this time.
"Historically, we have satisfied our liquidity needs through cash
generated from operations and various borrowing arrangements.
Principal liquidity needs have included the acquisition and
development of new clubs, debt service requirements, debt purchases
and other capital expenditures necessary to upgrade, expand and
renovate existing clubs. We believe that our existing cash and
cash equivalents, and cash generated from operations will be
sufficient to fund capital expenditures, working capital needs and
other liquidity requirements associated with our operations through
at least the next 12 months."
Net cash provided by operating activities for the three months
ended March 31, 2018 increased $12.5 million compared to the three
months ended March 31, 2017.
Net cash used in investing activities increased $2.6 million in the
three months ended March 31, 2018 compared to the three months
ended March 31, 2017. Investing activities in the three months
ended March 31, 2018 consisted of $4.0 million of cash paid for the
acquisition of property in Florida. The increase in cash used in
investing activities was partially offset by decreased capital
expenditures, primarily due to decreased activity in conducting
major renovations at clubs.
Net cash used in financing activities increased $125,000 in the
three months ended March 31, 2018 compared to the three months
ended March 31, 2017, primarily due to principal payments made on
capital lease obligations in the three months ended March 31,
2018.
As of March 31, 2018, the Company's total principal amount of debt
outstanding was $199.4 million, of which $195.8 million is due in
2020.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/axxhrH
About Town Sports International
Headquartered in New York, Town Sports International Holdings,
Inc., is the owner and operator of fitness clubs in the Northeast
and mid-Atlantic regions of the United States. As of Dec. 31,
2017, the Company owned and operated 165 fitness clubs. The clubs
are comprised of 119 clubs in the New York metropolitan region,
including 39 locations in Manhattan. Additionally, the Company
owned and operated 28 clubs in the Boston metropolitan region under
the "Boston Sports Clubs" brand name, 10 clubs (one of which is
partly-owned) in the Washington, D.C. metropolitan region under the
"Washington Sports Clubs" brand name, five clubs in the
Philadelphia metropolitan region under the "Philadelphia Sports
Clubs" brand name and three clubs in Switzerland. In addition, as
of Dec. 31, 2017, the Company has one partly-owned club that
operates under a different brand name in Washington, D.C.
Towns Sports reported net income of $4.36 million in 2017 following
net income of $8.04 million in 2016.
* * *
In April 2018, 2018, S&P Global Ratings raised its corporate credit
rating on New York City-based Town Sports International Holdings
Inc. to 'B-' from 'CCC+'. The outlook is stable. "The upgrade
reflects our forecast for revenue growth, modest EBITDA margin
improvement, and a sustained improvement in lease-adjusted debt to
EBITDA in the mid-4x area through 2019. As a result of sustained
expected improvement in operating performance and leverage, the
upgrade also reflects our beliefs that a specific near-term default
scenario is no longer plausible, that the risk of another
distressed debt restructuring is remote, and that the company will
likely be successful in refinancing its credit facility prior to
the revolver's November 2018 maturity date.
* * *
This concludes the Troubled Company Reporter's coverage of Town
Sports International Holdings until facts and circumstances, if
any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.
TOYS "R" US: Canadian Unit Receives Court Approval for Sale
-----------------------------------------------------------
Toys "R" Us (Canada) Ltd. on April 27, 2018 disclosed that it has
now received both U.S. and Canadian court approval for its sale to
Fairfax Financial Holdings Limited. The transaction is subject to
customary closing conditions, including remaining court and
applicable regulatory approvals, and is expected to close this
quarter.
"We are very excited to partner with Fairfax," said Melanie
Teed-Murch, President of Toys "R" Us and Babies "R" Us Canada. "We
are thrilled that more than 4,000 members of our team will be
joining the Fairfax family and this transaction provides stability
for all of our stakeholders, including customers, suppliers and
landlords. With this strong ownership, we will also now have the
resources available to reinvigorate our stores, improve our
customers' experience and grow our market leading position."
"Toys "R" Us has a 34-year track record of standalone profitability
in Canada (over the last three years, revenue has exceeded C$1
billion annually and, for the last nine years, EBITDA has exceeded
C$100 million annually). With over two decades working in Canada
for Toys "R" Us, Melanie has the experience necessary to lead the
dedicated employees of Toys "R" Us for the benefit of all
stakeholders, kids, families and communities across Canada," said
Prem Watsa, Chairman and CEO of Fairfax. "We look forward to
building for the long-term and allowing the Toys "R" Us team in
Canada to re-invest in the business, instead of the past history of
just sending earnings to the U.S."
About Toys R Us, Inc.
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, as sale process investment banker. A&G
Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
UNITED SITE: May 29 Plan Confirmation Hearing Set
-------------------------------------------------
A Small Business Chapter 11 Plan of Reorganization was filed on
April 19, 2018, by United Site and Utilities, LLC. The U.S.
Bankruptcy Court for the Southern District of Indiana, after
reviewing this case, finds that the plan provides adequate
information and that a separate disclosure statement is not
necessary.
A hearing to consider confirmation of the plan and any objection or
modification to the plan will be held as followed:
Date: May 29, 2018
Time: 02:30 PM EDT
Place: Rm. 325 U.S. Courthouse
46 E. Ohio St.
Indianapolis, IN 46204
Any objection to the confirmation of the plan must be filed and
served on or before May 22, 2018. Any ballot accepting or
rejecting the plan must be delivered on or before May 22, 2018 to
the plan proponent at the address on the ballot.
About United Site
Headquartered in Indianapolis, Indiana, United Site and Utilities,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 17-04912) on June 29, 2017, estimating its assets and
liabilities at up to $50,000 each. KC Cohen, Esq., at KC Cohen,
Lawyer, PC, serves as the Debtor's bankruptcy counsel.
WAGGONER CATTLE: Seeks Authority on Interim Use of Cash Collateral
------------------------------------------------------------------
Circle W of Dimmitt, Inc., and Waggoner Cattle, LLC, request the
U.S. Bankruptcy Court for the Northern District of Texas to
authorize Debtors' use of cash collateral, consisting of Debtors'
cattle, on an interim basis.
On the filing date, the assets of the Debtors are subject to the
following secured claims:
(a) Lone Star State Bank has a lien on cattle, land and
equipment to secure a claim in the approximate amount of
$12,800,000.
(b) Rabo AgriFinance ("RAF") claim a lien on cattle and land
to secure a claim in the amount of approximately $10,000,000.
The Debtors have no funds to operate their businesses. It is
imperative that the Debtors immediately provide feed and medicine
to the cattle. In order to continue its cattle operations, it is
necessary for the Debtor to obtain permission to use of cash
collateral to cover the various expenses that are involved in
maintaining the cattle under its control.
In consideration for such usage, the Debtors agree to the following
terms:
(a) To the extent of the amount of cash collateral used plus
interest accrued thereon, Lone Star and RAF will receive a
replacement lien on and security interest in all postpetition
acquired cattle.
(b) The Debtors agree to execute necessary security
agreements, financing statements and assignments to provide Lone
Star and RAF with the replacement liens.
(c) The Debtors will forward copies of the Monthly Operating
Reports that are to be filed with the Bankruptcy Court and the
Chapter 12 Trustee to a person or agency designated by Lone Star
and RAF.
(d) The Debtor, Waggoner Cattle, will maintain an inventory
of cattle of at least 7,000 head.
(e) The Debtors believe that their business operations are
subject to reorganization. The income projections indicate that the
Debtors can confirm a feasible Chapter 11 Plan and make their plan
payments.
(f) Should Debtors be unable to make their payment to Lone
Star and RAF, then to the extent that Lone Star and RAF are not
adequately protected, Lone Star and RAF will be granted a
superpriority lien claim pursuant to 11 U.S.C. Section 507(b).
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txnb18-20126-11.pdf
About Waggoner Cattle
Waggoner Cattle, et al., are privately held companies in Dimmitt,
Texas engaged in the business of cattle ranching and farming.
Circle W of Dimmitt, Inc. ("Circle W"), is the operating arm for
Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger
Cattle, LLC, and it is managing the financial affairs of the
above-mentioned companies.
Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC
and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to
18-20129) simultaneously filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code on April 9, 2018.
In the petitions signed by Michael Quint Waggoner, managing member,
the Debtors estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
WESTMORELAND RESOURCE: Scott Henry Assumes Interim PFO Position
---------------------------------------------------------------
Following the departure of the interim Chief Financial Officer of
Westmoreland Resource Partners, LP, Scott A. Henry, the
Partnership's controller and principal accounting officer, assumed
the responsibilities of the Partnership's principal financial
officer on an interim basis. Mr. Henry has served as the
Partnership's controller and principal accounting officer since
July 28, 2017. Mr. Henry also serves as principal accounting
officer of the Partnership's affiliate Westmoreland Coal Company.
Mr. Henry previously served as vice president of finance for Right
Start, formerly a wholly-owned subsidiary of Liberty Interactive
Corp., for seven years. Mr. Henry has also held senior leadership
positions within DIRECTV and KB Home after beginning his career as
a financial auditor with PricewaterhouseCoopers. Mr. Henry holds a
Master of Accounting and a Bachelor of Science in Accountancy from
the University of Denver.
About Westmoreland Resource
Based in Englewood, Colorado, Westmoreland Resource Partners, LP
(NYSE: WMLP) -- http://www.westmorelandMLP.com/-- is a low-cost
producer of high-value thermal coal to large electric utilities
with coal-fired power plants under long-term coal sales contracts.
The Company also markets to industrial users, and is the largest
producer of surface mined coal in Ohio.
Westmoreland Resource reported a net loss of $31.75 million on
$315.6 million of revenues for the year ended Dec. 31, 2017,
compared to a net loss of $31.58 million on $349.3 million of
revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017,
Westmoreland Resource had $347.4 million in total assets, $409.03
million in total liabilities and a total company deficit of $61.63
million.
Ernst & Young LLP, in Denver, Colorado, the Partnership's auditor
since 2015, issued a "going concern" opinion its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Partnership does not currently have liquidity or
access to additional capital sufficient to pay off its term loan
debt by its maturity date, and has stated that substantial doubt
exists about the Partnership's ability to continue as a going
concern.
WILKINSON FLOOR: Admin. Convenience Creditors to Get $75,000
------------------------------------------------------------
Wilkinson Floor Covering, Inc., amended the disclosure statement
explaining its plan of reorganization to add one more class of
claims -- Class 4 - Administrative Convenience Class.
Class 4 consists of claims of creditors who hold claims meeting the
following criteria: (a) claim is less than $50,000.00, (b) the
claim is not scheduled as contingent, unliquidated, or disputed,
(c) the creditor otherwise would hold a Class 3 Claim, and (d) the
creditor elects to be a member of the Class 4.
On the Effective Date, the Debtor will make a one-time contribution
to fund payments to Class 4 members in the amount of $75,000.00.
Members of Class 4 will receive a pro-rata share of the fund
established for this Class within 30 days after the Effective Date.
The pro-rata share percentage will be determined by dividing the
dollar amount of the relevant claim by the total dollar amount of
all claims in the Class. Any claimant who elects to be a member of
Class 4 shall not retain any other Claim against the Debtor and
shall not participate in distributions to any other Class. This
Class is impaired under the Plan.
The Debtor also disclosed that its sole shareholder also holds an
interest in Studio 3125, LLC and Studio Direct, LLC. Studio 3125 is
a designer and product broker, and Studio Direct is a materials
purchasing entity.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/azb17-01228-134.pdf
About Wilkinson Floor Covering
Wilkinson Floor Covering, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb.
9, 2017. The petition was signed by Stephen E. Wilkinson,
president. At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of $1 million to $10 million.
The case is assigned to Judge Eddward P. Ballinger Jr.
The Debtor engaged Blake D. Gunn, Esq., at the Law Office of Blake
D. Gunn, as counsel.
WJDDDS LLC: Has Authorization to Use Cash Collateral
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized WJDDDS, LLC to use cash collateral in accordance with
the budget, in order to facilitate ongoing operations for the
preservation of the value of its business.
As adequate protection for the use of cash collateral, all secured
creditors with an interest in cash collateral will have replacement
line on the Debtor's post-petition assets which comprised the
pre-petition cash collateral, in the same priority and to the same
extent as existed pre-petition. The replacement liens will attach
to all bank accounts of the Debtor wherever located.
The Debtor is also required to ensure that adequate insurance in
maintain on its assets, proofs of which will be provided to secured
creditors upon request, and that all currents taxes are paid. The
Debtor will also provide weekly financial reporting to secured
creditor, PNC Bank, N.A. and to all secured creditors that so
request ongoing financial reporting.
The Court will hold a final hearing on the Debtor's request for
authority to use cash collateral on May 2, 2018 at 10:00 a.m.
A full-text copy of the Order is available at
http://bankrupt.com/misc/innb18-10557-27.pdf
About WJDDDS LLC
WJDDDS, LLC, which conducts business under the name Downie Family
Dentistry, operates a dental clinic in New Haven, Indiana.
WJDDDS sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ind. Case No. 18-10557) on April 5, 2018. In the
petition signed by William J. Downie, member, the Debtor disclosed
$3.22 million in assets and $1.84 million in liabilities as of
March 29, 2018. Judge Robert E. Grant presides over the case.
XTRALIGHT MANUFACTURING: May Use Cash Collateral on Interim Basis
-----------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized XtraLight Manufacturing, Ltd. to use
cash collateral in the ordinary course of business pursuant to the
terms and conditions set forth in the Interim Order and in
accordance with the approved budget.
Compass Bank is granted a superpriority claim and lien pursuant to
11 U.S.C. Section 507(b) to the extent of any diminishment in the
value of its collateral as a consequence of the use of cash
collateral as authorized by the Interim Order.
XtraLight is further authorized to make draws on its line of credit
with Compass Bank, admitted at a hearing on April 12, 2018.
XtraLight's obligation to repay any such draws made on or after
April 11, 2018, less any repayments made on or after April 11,
2018, will constitute a post-petition administrative obligation.
Such repayment obligation is secured by a lien on all of the
XtraLight's assets.
XtraLight is required to provide all reports to Compass Bank.
A final hearing on the motion to authorize post-petition borrowing
will take place on May 3, 2018 at 2:00 p.m.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/txsb18-31857-19.pdf
About XtraLight Manufacturing
Founded in 1986, XtraLight Manufacturing, Ltd. --
http://www.xtralight.com/-- designs, develops, and manufactures
lighting products for commercial, retail, institutional, and
industrial lighting projects. Based in Houston, Texas, XtraLight
offers a complete line of LED lighting solutions including indoor
LED, outdoor LED, architectural LED and fluorescent.
XtraLight Manufacturing filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 18-31857) on April 11, 2018. In the petition was
signed by Jerry Caroom, president and manager of XLM Management,
LLC, Debtor's general partner, the Debtor estimated assets and
liabilities at $10 million to $50 million each.
The case is assigned to Judge Marvin Isgur.
Hoover Slovacek LLP is the Debtor's bankruptcy counsel.
YINGLI GREEN: Reports Full Year 2017 Net Loss of RMB3.31 Billion
----------------------------------------------------------------
Yingli Green Energy Holding Company Limited announced its unaudited
consolidated financial results for the quarter and full year ended
Dec. 31, 2017.
For the three months ended Dec. 31, 2017, Yingli Green reported a
net loss attributable to the Company of RMB491.93 million on
RMB2.27 billion of total net revenues compared to a net loss of
RMB1.91 billion on RMB2.04 billion of total net revenues for the
same period during the prior year.
The increase of total net revenues from the third quarter of 2017
to the fourth quarter of 2017 was primarily due to [the increase of
PV module shipments from 597.7 MW to 837.9 MW].
Operating expenses were RMB555.1 million (US$85.3 million),
compared to RMB2,293.1 million in the third quarter of 2017 and
RMB1,944.9 million in the fourth quarter of 2016. Operating
expenses as a percentage of net revenue was 24.4 % in the fourth
quarter of 2017, compared to 136.6 % in the third quarter of 2017
and 95.3% in the fourth quarter of 2016.
The significant decrease of operating expenses from the third
quarter of 2017 to the fourth quarter of 2017 was mainly because
the Company recorded an impairment loss of RMB2,041.7 million on
long-lived assets and an bad debt provision of RMB 27.8 million on
doubtful accounts receivable in the third quarter of 2017, while
the Company recorded a provision of RMB 225.4 million against the
prepayments to suppliers with inventory firm purchase commitment, a
bad debt provision of RMB 48.5 million on doubtful accounts
receivable and an impairment loss of RMB0.5 million on long lived
assets in the fourth quarter of 2017. Excluding the impact of such
impairment loss and provisions, the slight increase of operating
expenses from the third quarter of 2017 to the fourth quarter of
2017 was mainly due to the increase of selling, general and
administration expenses along with the increase of total PV module
shipments.
Yingli Green reported a net loss attributable to the Company of
RMB3.31 billion on RMB8.36 billion of total net revenues for the
year ended Dec. 31, 2017 compared to a net loss attributable to the
Company of RMB2.09 billion on RMB8.37 billion of total net revenues
for the year ended Dec. 31, 2016. The slight decrease in total net
revenues despite a significant increase in the shipments
year-over-year was mainly due to the continuous decline of average
selling price of PV modules throughout the Company's major markets,
including China and Japan and decrease in other revenues.
As of Dec. 31, 2017, Yingli Green had RMB10.34 billion in total
assets, RMB20.83 billion in total liabilities and a total
shareholders' deficit of RMB10.49 billion.
Financial Position
As of Dec. 31, 2017, the Company had RMB378.1 million (US$58.1
million) in cash and cash equivalents, decreased from RMB439.3
million as of Sept. 30, 2017.
As of Dec. 31, 2017, the Company had RMB342.7 million (US$52.7
million) in restricted cash, increased from RMB337.4 million as of
Sept. 30, 2017.
As of Dec. 31, 2017, the Company's accounts receivable had
decreased to RMB2,655.5 million (US$408.1 million) from RMB 3,005.0
million as of Sept. 30, 2017. Days sales outstanding were 105 days
in the fourth quarter of 2017, decreased from 161 days in the third
quarter of 2017, mainly due to enhanced control on overdue accounts
receivable and the increase of orders with better payment terms.
As of Dec. 31, 2017, the Company's accounts payable had decreased
to RMB2,321.6 million (US$356.8 million) from RMB2,527.7 million as
of Sept. 30, 2017. Days payable outstanding were 99 days in the
fourth quarter of 2017, decreased from 138 days in the third
quarter of 2017, primarily because the Company settled certain long
aging accounts payables.
As of Dec. 31, 2017, the Company's inventory had increased to
RMB1,133.5 million (US$174.2 million) from RMB1,058.1 million as of
Sept. 30, 2017. Inventory turnover days were 48 days in the fourth
quarter of 2017, decreased from 58 days in the third quarter of
2017, which was mainly due to the increase of cost of total net
revenues as a result of the increase of PV module shipments in the
fourth quarter of 2017.
As of Dec. 31, 2017, the Company had a total shareholders' deficit
attributable to shareholders of the Company of RMB18,746.5 million
(US$2,881.3 million) and a deficit in working capital of RMB
9,666.6 million (US$1,485.7 million).
As of Dec. 31, 2017, the Company had short-term borrowings
(including past due and current portion of medium-term notes and
long-term debt) of RMB10,407.0 million (US$ 1,599.5 million) and
long-term debts of RMB 920.3 million (US$141.4 million).
As of Dec. 31, 2017, Tianwei Yingli had approximately RMB 2,076.5
million (US$319.2 million) of medium term notes overdue, including
principal and interest.
As of Dec. 31, 2017, the Company had RMB 648.4 million (US$99.7
million) of short-term borrowings overdue, included principal of
RMB 144.1 (US$ 22.2 million) and interest of RMB 504.3 million
(US$77.5 million), respectively.
As of Dec. 31, 2017, except for those loans and debts that were
overdue as mentioned above, the Company had total short-term
borrowings of RMB 8,505.9 million (US$ 1,307.3 million) that were
expected to be due within one year.
Liquidity and Going Concern Analysis
The Company stated in the press release that given its financial
position, substantial doubt exists as to the Company's ability to
continue as a going concern. The Company and its subsidiaries'
liquidity is primarily dependent on their ability to generate
adequate cash flows from operations, to renew or rollover their
short-term borrowings, to agree on a debt restructuring plan with
their creditors, and to persuade their creditors to refrain from
enforcing their debt payment obligations or initiate any
bankruptcy, liquidation or similar proceeding against them in any
jurisdiction before a viable debt restructuring plan is adopted and
approved by all relevant parties.
The Company and its subsidiaries are currently exploring a variety
of measures to maintain and improve their liquidity and financial
position as follows:
* Renewal or Rollover of Borrowings and Other Financing
Arrangements
The Company and its subsidiaries have maintained good relationships
with their lending banks and other financial institutions in China.
While there can be no assurance that the Company and its
subsidiaries will be able to refinance their short-term borrowings
as they become due, historically, the Company and its subsidiaries
have renewed or rolled over a significant portion of their
short-term bank and other
borrowings upon their maturity dates. In the Company and its
subsidiaries' recent discussion with the lending banks, they have
imposed additional conditions for such renewal or rollover
requests. As of March 31, 2018, the lending banks conditionally
agreed to renew or roll over RMB 1,702.8 million (US$ 261.7
million) out of RMB 10,407.0 million (US$ 1,599.5 million) of
short-term borrowings outstanding as
of Dec. 31, 2017. Those agreements are conditional upon the
decision of a committee organized by the financial creditors of the
Company and its subsidiaries to continue to support the Company and
its subsidiaries. The Company and its subsidiaries plan to
continue to seek such renewal or rollover in the future.
Debt Restructuring
As previously announced by the Company, the Company's board of
directors formed a special committee comprised solely of
independent directors in March 2017 to assess its operating and
financial situation and evaluate, develop and recommend one or more
strategic alternatives and financing plans potentially workable to
the Company, its subsidiaries and their creditors.
The Company and its subsidiaries have been in active discussion
with their creditors about potential debt restructuring plans. As
part of the debt restructuring, the Company and its subsidiaries
are also in active discussion with potential investors who may
provide fresh funds in the form of equity investments in the
Company's principal operating subsidiaries in China. The Company
endeavors to work out a debt restructuring plan that will
significantly reduce the amount of outstanding debts of its
principal subsidiaries and provide them with funding necessary to
maintain and improve their normal operations.
As of the date of this press release, while alternative debt
restructuring plans have been prepared and discussed among the
Company and its subsidiaries, their major creditors and potential
new investors, the Company and its subsidiaries have not received
any binding proposal from any party with respect to the debt
restructuring and neither the Company nor the Special Committee
have made any decision to engage in any particular transaction with
respect to the debt restructuring. While the Company was aware
that its major creditors are in progress of working on a formal
proposal to the Company and its subsidiaries, there can be no
assurance as to the timing or content of such proposal. It is
unclear whether any proposed debt restructuring plan will be agreed
to by all creditors of the Company and its subsidiaries or be
acceptable to the Company as determined by the Company's board of
directors and the Special Committee. In addition, the Company's
board of directors and the Special Committee may conclude that it
will no longer be possible to work out a debt restructuring plan
that preserves some value for the Company's shareholders without
compromising the interests of its creditors, in which case they may
approve a debt restructuring plan that disposes all of the business
and assets of the Company to its creditors without leaving any
value for the Company's shareholders.
Based on the management's comprehensive assessment on the Company's
operation and financial situation, the Company expects to continue
to maintain the normal operation of its existing major
subsidiaries, including their manufacturing, sales, procurement and
other operational activities and matters.
* Voluntary Forbearance by Creditors
The Company and its subsidiaries have successfully persuaded many
of their creditors to refrain from enforcing their debt payment
obligations or initiate any bankruptcy, liquidation or similar
proceeding against the Company or any of its major subsidiaries in
any jurisdiction before a viable debt restructuring plan is adopted
and approved by all relevant parties. As a debt restructuring plan
may maximize value for all creditors, the Company and its
subsidiaries will endeavor to persuade their creditors to continue
such voluntary forbearance.
There can be no assurance that the Company and its subsidiaries
will always be successful in persuading all of their creditors to
observe such voluntary forbearance. One of the holders of the MTNs
filed a lawsuit against Tianwei Yingli (a principal subsidiary of
the Company) in a PRC court to recover the amount due under such
MTNs. The principal amount of the MTNs held by the Note Holder is
alleged to be RMB65.7 million, representing approximately 3.7% of
the total amount of the MTNs that are still outstanding. The Note
Holder claimed that Tianwei Yingli should repay principal, interest
and overdue penalty on the MTNs for an aggregate amount of RMB74.4
million and bear costs relating to the lawsuit. In addition, in
March 2018, one of the financial creditors of Yingli China (another
principal subsidiary of the Company) filed a lawsuit against Yingli
China, demanding immediate repayment of outstanding loans from this
creditor with a total amount of RMB106.4 million (including RMB98
million of principal and RMB8.4 million of unpaid interests).
Tianwei Yingli and Yingli China have been vigorously defending
their rights in court while continuing to seek a mutually
beneficial solution out of court. Considering the amount claimed by
the Note Holder and the three rural credit cooperative unions, the
Company does not expect these lawsuits to have any direct material
impact on its overall operation or liquidity position. Tianwei
Yingli notified all holders of the MTNs of the lawsuit filed by the
Note Holder and the Company is not aware of any other legal
proceedings initiated by holders of the MTNs against the Company or
any of its subsidiaries. The Company and its subsidiaries are also
still in discussion with all of their other financial creditors and
[are not aware of any other legal proceedings initiated by any of
the other financial creditors]. However, there can be no assurance
that the Company and its subsidiaries' negotiation efforts will be
successful or their creditors will continue to observe any
voluntary forbearance in the future.
Updates on Long-term Polysilicon Supply Contracts
As the Company previously announced, on Dec. 15, 2017, one of the
Company's subsidiaries received a notice of termination from one of
suppliers notifying the Company of its decision to terminate its
long-term polysilicon supply contract with the Company with
immediate effect and claiming US$897.5 million of payments due and
payable by the Company under the contract. The Company previously
entered into an agreement with this supplier on Nov. 13, 2017 in
which the supplier agreed not to initiate any suit, claim,
arbitration or other proceeding against the Company in connection
with the contract before March 31, 2018. Currently, the Company is
still in discussion with this supplier to find an amicable
solution. However, the Company's negotiation efforts may not be
successful and the Company cannot assure you that the supplier will
not bring any legal action against the Company to enforce its
rights under the contract in the future. While the Company does
not expect termination of the contract to negatively affect its
polysilicon procurement, the Company made a full impairment
provision against total prepayments to this supplier of RMB 225.4
million (US$34.5 million) for the year ended Dec. 31, 2017 as the
notice of termination and the claim raised uncertainty as to the
recoverability of the prepayments of the RMB225.4 million made by
the Company. Since the negotiation with this supplier is on-going
and no mutual agreement has been reached, the Company has made no
adjustment to the reserve for the inventory purchase commitments
made in prior years.
Preliminary Shipment Data for First Quarter of 2018
Based on preliminary data, the Company estimates that its PV module
shipments in the first quarter of 2018 were in the range of 400 MW
to 420 MW.
Currency Conversion
Solely for the convenience of readers, certain Renminbi amounts
have been translated into U.S. dollar amounts at the rate of
RMB6.5063 to US$1, the noon buying rate in New York for cable
transfers of Renminbi per U.S. dollar as set forth in the H.10
weekly statistical release of the Federal Reserve Board as of Dec.
31, 2017. No representation is intended to imply that these
translated Renminbi amounts could have been, or could be,
converted, realized or settled into U.S. dollar amounts at such
rate, or at any other rate. The percentages stated in this press
release are calculated based on Renminbi amounts.
A full-text copy of the press release is available for free at:
https://is.gd/dgFe57
About Yingli Green Energy
Yingli Green Energy Holding Company Limited (NYSE: YGE), known as
"Yingli Solar", -- http://www.yinglisolar.com/-- is a photovoltaic
(PV) module manufacturer. Yingli Green Energy's manufacturing
covers the photovoltaic value chain from ingot casting and wafering
through solar cell production and PV module assembly.
Headquartered in Baoding, China, Yingli Green Energy has more than
20 regional subsidiaries and branch offices and has distributed
more than 20 GW solar panels to customers worldwide.
[*] BakerHostetler Adds C. Carolan as Partner to Debt Finance Unit
------------------------------------------------------------------
BankruptcyData.com reported that BakerHostetler announced the
addition of Christopher Carolan as a Partner to the firm's debt
finance, private equity and venture capital practices. Mr.
Carolan, based in New York, comes to the firm from Seyfarth Shaw
LLP. An experienced practitioner who was previously an Assistant
General Counsel at BNP Paribas in New York, Carolan regularly works
with clients on a wide variety of financing transactions. On the
lending side, he represents financial institutions, funds and
alternative lenders as arrangers, agents and lenders. He also
represents borrowers, including publicly traded companies, REITs,
private companies and portfolio companies of sponsors. Mr. Carolan
has handled asset-based loans; leveraged buy-outs, dividend
re-caps, real estate loans, convertible note offerings and bridge
loans; and counsels clients on intercreditor relationships.
Carolan also has significant experience with the resolution of
troubled loans, through in-court and out-of-court restructurings of
distressed borrowers, including the provision of
debtor-in-possession financing, cash collateral arrangements and
liquidations of collateral. Mr. Carolan's practice also extends to
private equity and venture capital. Carolan earned a B.A. and M.A.
from Fordham University, and his J.D. from New York University
School of Law, where he was the Notes Development Editor for NYU
Law Review. He serves as a member of the national Board of the
Human Rights Campaign and has occasionally acted as HRC's pro bono
counsel.
*********
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S U B S C R I P T I O N I N F O R M A T I O N
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