/raid1/www/Hosts/bankrupt/TCR_Public/180531.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, May 31, 2018, Vol. 22, No. 150
Headlines
100K TRANSPORTATION: Taps Brannen Firm as Legal Counsel
11380 SMITH: Taps Merlin Law Group as Special Counsel in OIC Suit
11380 SMITH: Taps Springer as Special Counsel in OIC Suit
6420 ROSWELL: Amends Plan to Clarify Land Sale Impact to Creditors
8 LAWRENCE ROAD: June 12 Plan Confirmation Hearing
8281 MERRILL ROAD: Taps Edelboim as New Legal Counsel
97-12 63RD DRIVE: Parking Unit No. 1 Up for Auction June 29
A & ASSOCIATES: July 17 Plan Confirmation Hearing
AA READY MIX: Taps Jason A. Burgess as Legal Counsel
ABSOLUTE PAINTING II: Case Summary & 8 Unsecured Creditors
AFFORDABLE KAR KARE: Taps Eric A. Liepins as Legal Counsel
AIR CANADA: Moody's Hikes CFR to Ba2 & 1st Lien Debt Rating to Ba1
ALCOIL USA: Unsecured Creditors to Get 2% Under Chapter 11 Plan
ALERIS INTERNATIONAL: Moody's Confirms B3 CFR, Outlook Stable
ALERIS INTERNATIONAL: S&P Affirms 'B-' CCR, Outlook Stable
ALVOGEN PHARMA: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
AMERIFLEX ENGINEERING: June 13 Plan Confirmation Hearing
ANDERSON SHUMAKER: Court Confirms Amended Plan of Liquidation
AP EXHAUST: Moody's Alters Outlook to Negative & Affirms B3 CFR
AQGEN ASCENSUS: Moody's Affirms B3 CFR, Outlook Stable
AQUA LIFE: Plan Confirmation Hearing Set for June 27
ARCON HOMES: Disclosure Statement Hearing Set for July 26
ARCON PROPERTIES: July 26 Disclosure Statement Hearing
ARLINGTON COMPANY: Taps Atty. Melody Genson as Legal Counsel
BLUE COLLAR: Unsecured Creditors to Recover 4.2% Under New Plan
BLUE SPRINGS PARTNERS: June 13 Foreclosure Auction Set
BOART LONGYEAR: Moody's Alters Outlook to Stable & Affirms Caa2 CFR
BRANDENBURG FAMILY: Cramers Buying Jefferson Property for $218K
BRAZILIAN BUFFET: June 12 Plan and Disclosure Statement Hearing
BRIDGE ASSOCIATES: Proposes Auction Sale of New York Property
CALUMET SPECIALTY: S&P Raises Sr. Unsecured Notes Rating to 'B-'
CAPITAL VENTURES: June 18 Confirmation Hearing on Competing Plans
CARTEL MANAGEMENT: Wins Court Approval of Disclosure Statement
CASHMAN EQUIPMENT: Proposes a Sale of Vehicles to Employees
CLOVER MERGER: Moody's Lowers CFR to B3, Outlook Negative
COLOR SPOT: Case Summary & 30 Largest Unsecured Creditors
CORE EDUCATION: Ed Tech Buying All Assets for $300K
CREEKSIDE HOMES: June 7 Plan Confirmation Hearing
CUMULUS MEDIA: Moody's Assigns 'B3' CFR on Bankruptcy Exit Plan
CYCLONE CATTLE: Committee Taps Sugar Felsenthal as Counsel
DAVE TAYLOR: Court Approves Disclosure Statement
DAVID AINSWORTH: Curtis Fox Offers $28K for Two Dirt Scrapers
DAYTON SUPERIOR: Moody's Reviews B3 Stable for Downgrade
DISH DBS: Moody's Assigns B1 CFR & Cuts Notes Rating to B1
DITECH HOLDING: Delays Quarterly Report, Gets NYSE Warning
DOAKES ENTERPRISES: Court Approves Disclosures, Confirms Ch.11 Plan
DOWN HOUSE: Court Confirms Fifth Amended Reorganization Plan
EAGLE REBAR: HD Supply Buying 40-Foot Trailer for $6K
EAST NY REALTY: June 6 Plan Confirmation Hearing
ELECTRONIC SERVICE: Unsecureds to be Paid 9.79% Under Plan
ELWOOD ENERGY: S&P Raises Sec. Notes Rating to BB, Outlook Stable
ENTERPRISE BUSINESS: June 21 Disclosure Statement Hearing
EV ENERGY PARTNERS: Court Confirms Prepackaged Ch. 11 Plan
EV ENERGY: Equity Holders Expect to Recoup More, Want Examiner
FDS TRUCKING: Taps Buddy D. Ford as Legal Counsel
FIBRANT LLC: Plan Exclusivity Extension Hearing on June 11
FINTON CONSTRUCTION: June 26 Disclosure Statement Hearing
FIRSTENERGY SOLUTIONS: FE Corp. Offers $26M for Two Aircrafts
FIRSTENERGY SOLUTIONS: Taps Sitrick as Communications Consultant
FLORIDA DIRT: Taps Buddy D. Ford as Legal Counsel
FORD STEEL: Latest Plan Proposes to Sell Property for $5MM
FORTRESS TRANSPORTATION: S&P Affirms 'B+' Sr. Unsec. Notes Rating
FREEMAN GRADING: Proposes a Key Avuction of Vehicles & Equipment
GADFLY ENTERPRISES: Unsecureds to Receive $10K Over Five Years
GAP INC: S&P Affirms 'BB+' CCR on Improved Liquidity Assessment
GIBSON BRANDS: Committee Taps Lowenstein as Legal Counsel
GIBSON BRANDS: Taps Goodwin Procter as Legal Counsel
GRAND DAKOTA PARTNERS: Hotel Net Income to Pay Claims Under Plan
GTT COMMUNICATIONS: Moody's Lowers Sec. Bank Debt Rating to B2
GULFPORT ENERGY: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
HALYARD HEALTH: Moody's Cuts CFR to B1, Outlook Stable
HEAVENLY COUTURE: Taps M. Jones and Associates as Legal Counsel
HERC RENTALS: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
HH TEXTILE: Equity Stake in Mark Twain Bldg Up for Sale June 12
HH TEXTILE: Equity Stake in Textile Building Up for Sale June 12
HUSKY INC: Restated 2nd Amended Plan Discloses Agreement with SBPR
ILLINOIS STAR: Exclusive Plan Filing Period Extended to July 2
INFORMATICA LLC: Moody's Ups CFR to B2 & 1st Lien Debt Rating to B1
INTOWN COMPANIES: Profits from Business Income to Fund Plan
ISOLUX CORSAN: May 30 Plan Confirmation Hearing
JACKSON RENTAL: June 21 Disclosure Statement Hearing
JAMES TAGLIARENI: Brown-Taylor Buying Shreveport Property for $331K
JOHN FINCKBEINER: Chartres Buying New Orleans Property for $815K
KAMA MANAGEMENT: June 6 Plan Confirmation Hearing
KEAST ENTERPRISES: Committee Taps Sugar Felsenthal as Counsel
KENNEWICK PUBLIC: June 20 Plan of Adjustment Confirmation Hearing
KRONOS ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg.
LEGAL COVERAGE: Trustee Selling Condo Unit 11 to QDL for $2.8M
LEGAL COVERAGE: Trustee Selling Philadelphia Property for $940K
LISA CHASE: Proposes a Private Sale of Action Property for $330K
LOFTS ON THE PARK: Taps Bast Amron as Legal Counsel
MADISON-LARAMIE: Wants Plan Filing Deadline Extended to Aug. 15
MARTIN'S FISHING: Taps D. William & Co. as Accountant
MITEL NETWORKS: Moody's Reviews B2 CFR for Downgrade
MONTGOMERY-SANSOME: May 31 Plan Confirmation Hearing
MOREHEAD MEMORIAL: June 13 Liquidation Plan Confirmation Hearing
MUD CONTROL: The Scott Company to Pay Unsecured Creditors $10K
NATIONAL TRUCK: Wins Court Approval of Disclosure Statement
PERSPECTA INC: Moody's Assigns Ba3 CFR & Rates 1st Lien Debt Ba3
POWER EQUIPMENT: June 26 Plan Confirmation Hearing
PREFERRED CARE PARTNERS: To Settle Qui Tam Actions for $540,000
PURE AGROBUSINESS: Taps Kutner Brinen as Legal Counsel
QUICK COMMERCIAL: Taps JPC Law Office as Legal Counsel
RDX TECHNOLOGIES: July 17 Plan Confirmation Hearing
RJRAMDHAN GROUP: Disclosures OK'd; July 26 Plan Hearing
ROCKPORT COMPANY: CB Marathon Buying All Assets for $150 Million
RUSSELL INVESTMENT: Moody's Alters Outlook to Neg & Affirms Ba2 CFR
RUSSELL INVESTMENTS: S&P Puts 'BB' ICR on CreditWatch Negative
SAXON ENGINEERING: June 13 Disclosure Statement Hearing
SCOTTISH HOLDINGS: Wants to Maintain Exclusivity Until Sept. 25
SIVYER STEEL: GGC Acquisition Buying All Assets for $18 Million
SOUTHERN TAN: California Buying Tanning Equipment for $55K
SOUTHSIDE CHURCH: Taps William Corley as Bankruptcy Attorney
STAR BODY: Case Summary & 7 Unsecured Creditors
STRAIGHT TRIANGLE: Taps Calvin L. Jackson as Legal Counsel
STREET BREADS: Unsecureds to Receive 1-2% of Allowed Claims
SUCCESSFUL ASSET: May 30 Plan Confirmation Hearing
SUNSHINE DAIRY: Alpenrose Wants to Buy Real/Personal Property
T.C. RENFROW: June 21 Plan Confirmation Hearing
TEXAS E&P: Frostwood Buying Wellbores & Equipment for $50K
TEXAS SEMI TRUCK: June 22 Hearing on Plan and Disclosures
TOTAL DIAGNOSTIX: Taps Winstead as Special Counsel
TRINSEO SA: Moody's Raises CFR to Ba3, Outlook Stable
TWO STREETS: Voluntary Chapter 11 Case Summary
UNITED CHARTER: Plan Confirmation Hearing Set for July 19
VERNON PARK: Has Until Sept. 14 to File Plan
WAYNE CITY, MI: Moody's Cuts Issuer Rating to B2, Outlook Neg.
WESTMORELAND COAL: S&P Lowers ICR to 'SD' on Restructuring
WEWORK COMPANIES: Moody's Rates CFR 'B3' & Proposed Notes 'Caa1'
WOODBRIDGE GROUP: Noteholders Tap Dundon as Financial Advisor
YAK ACCESS: Moody's Assigns 'B2' CFR & 1st Lien Term Loan Rating
ZALER POP: Disclosure Statement Has Conditional Court Approval
ZIVKO KNEZOVIC: Ardeleons Buying Lincolnwood Property for $1.2M
[*] Fox Rothschild Merges with Shaw Fishman
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
100K TRANSPORTATION: Taps Brannen Firm as Legal Counsel
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100K Transportation, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire The Brannen
Firm, LLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; conduct examinations; assist in the preparation of
a bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Brannen Firm charges an hourly fee of $250 for the services of its
attorneys. The firm received the sum of $2,600, plus $1,717 for
the filing fee prior to the petition date.
Joseph Chad Brannen, Esq., a partner at Brannen Firm, disclosed in
a court filing that neither he nor his firm holds or represents any
interest adverse to the Debtor and its estate.
Brannen Firm can be reached through:
Joseph Chad Brannen, Esq.
The Brannen Firm, LLC
7147 Jonesboro Road, Suite G
Morrow, GA 30260
Phone: (770) 474-0847
About 100K Transportation
100K Transportation, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-58464) on May 21,
2018. At the time of the filing, the Debtor estimated assets of
less than $100,000 and liabilities of less than $100,000.
11380 SMITH: Taps Merlin Law Group as Special Counsel in OIC Suit
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11380 Smith Rd LLC received approval from the U.S. Bankruptcy Court
for the District of Colorado to hire Merlin Law Group, P.A., as its
special counsel.
The firm will represent the Debtor in litigation filed by Owners
Insurance Company (Case No. 17-CV-00346) in the U.S. District Court
for the District of Colorado.
Merlin's fee arrangement with the Debtor is on a contingency basis
with the firm to be compensated 33 1/3% of the gross recovery.
The firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
Merlin can be reached through:
Christopher N. Mammel, Esq.
Merlin Law Group, P.A.
1001 17th Street, Suite 1150
Denver, CO 80202
Office: 720-665-9680
Email: cmammel@MerlinLawGroup.com
About 11380 Smith Rd. LLC
11380 Smith Rd LLC listed itself as a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The Company owns in fee
simple a real property located at 11380 Smith Road Aurora,
Colorado, with an estimated value of $6.50 million. The Company
posted gross revenue of $229,240 in 2017 and gross revenue of
$641,084 in 2016.
11380 Smith Rd LLC filed a Chapter 11 petition (Bankr. D. Col. Case
No. 18-10965) on Feb. 13, 2018. In the petition signed by Louis
Hard, manager/member, the Debtor disclosed $9.13 million in total
assets and $4.76 million in total liabilities. The Hon. Thomas B.
McNamara presides over the case. Jeffrey Weinman, Esq. at Weiman &
Associates, P.C., is the Debtor's bankruptcy counsel. Brown
Dunning Walker PC, is the special counsel.
11380 SMITH: Taps Springer as Special Counsel in OIC Suit
---------------------------------------------------------
11380 Smith Rd LLC received approval from the U.S. Bankruptcy Court
for the District of Colorado to hire Springer & Steinberg, P.C. as
its special counsel.
The firm will represent Debtor in litigation filed by Owners
Insurance Company (Case No. 17-CV-00346) in the U.S. District Court
for the District of Colorado.
Springer's fee arrangement with the Debtor is on a contingency
basis with the firm to be compensated 33 1/3% of the gross
recovery.
The firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code, according to court filings.
Springer can be reached through:
JoAnne M. Zboyan, Esq.
Springer & Steinberg, P.C.
1600 Broadway St
Denver, CO 80202
Toll Free: 877-473-6004
Phone: 303-861-2800
Fax: 303-832-7116
Email: jzboyan@springersteinberg.com
About 11380 Smith Rd. LLC
11380 Smith Rd LLC listed itself as a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The Company owns in fee
simple a real property located at 11380 Smith Road Aurora,
Colorado, with an estimated value of $6.50 million. The Company
posted gross revenue of $229,240 in 2017 and gross revenue of
$641,084 in 2016.
11380 Smith Rd LLC filed a Chapter 11 petition (Bankr. D. Col. Case
No. 18-10965) on Feb. 13, 2018. In the petition signed by Louis
Hard, manager/member, the Debtor disclosed $9.13 million in total
assets and $4.76 million in total liabilities. The Hon. Thomas B.
McNamara presides over the case. Jeffrey Weinman, Esq. at Weiman &
Associates, P.C., is the Debtor's bankruptcy counsel. Brown
Dunning Walker PC, is the special counsel.
6420 ROSWELL: Amends Plan to Clarify Land Sale Impact to Creditors
------------------------------------------------------------------
6420 Roswell Road Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a first amended and restated
disclosure statement explaining its chapter 11 plan, dated May 11,
2018, which provides for an equitable distribution to creditors and
preserves the value of Debtor's estate.
Incorporated on Oct. 5, 1990, 6420 Rosewell Rd. Inc. d/b/a Flashers
is located at 6420 Roswell Rd NE, Atlanta, in Fulton County,
Georgia and licensed by the City of Sandy Springs as a bar and
restaurant with adult entertainment. In addition to food and
beverages, the Debtor provides the adult entertainment of nude
dancing by professional female entertainers.
The Debtor amended the plan to clarify the impact of the sale of
the land at 6420 Roswell Road (the "Land Sale") on payments to
creditors, including if the Land Sale does not close.
In 2018, the Debtor has been approached by a developer with the
possibility of purchasing debtor's possessory interest in the land
at 6420 Roswell Road that it leases for the business, which would
enable the developer to purchase the land and its neighboring
parcel(s). The Debtor is amenable to consummating this sale and
directing the proceeds to the creditors in the case. The sale of
the Land and Debtor's possessory interest is not yet under contract
is not certain to occur. In the event that it does not occur,
Debtor will continue to operate its business on the Land in order
to consummate the Plan; in the event that it does occur, Debtor's
business will terminate and the Debtor’s proceeds from the Land
Sale will pay off the Creditors in order of their priority, with
secured creditors being paid in full before the unsecured
creditors.
The Debtor will pay unsecured creditor from Debtor's disposable
income for the 60 months following the Effective Date of the Plan,
following the payments due to secured creditors. The Debtor
proposes to pay 30% to Class 4 in monthly payments, following the
payment in full of the secured claims. Distributions to unsecured
creditors in Class 4 will be paid directly by Debtor, on the first
date of each fiscal month. Payments to Class 4, after satisfaction
of the secured creditor classes, shall be at least $2,000 per
month.
Additionally, upon the confirmation of the Plan, the Debtor will
pay at least $5,000 to Class 4, which sums will come from the cash
held in trust with the Levenson Law Firm. The Debtor will use the
net proceeds from the sale of its possessory interest in the Land
to fund the Class 4 claims, after the secured creditors are paid in
full. In the event that the Land Sale does not close, then no such
proceeds will be available for distribution.
The Debtor will satisfy all claims from the business revenue and/or
the sale of business assets to the extent required. It is
anticipated that the business operations will produce sufficient
net proceeds to fund the Plan.
The Debtor also expects to sell its possessory interest in the land
for sufficient funds to satisfy all obligations under the Plan. The
Debtor, under the terms of the Plan, is authorized to negotiate and
consummate the sale provided that the sale yield not less than
$100,000 in net proceeds to the Debtor, which may be distributed to
creditor classes.
A full-text copy of the First Amended Restated Disclosure Statement
is available at:
http://bankrupt.com/misc/ganb17-56753-66.pdf
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ganb17-56753-57.pdf
About 6420 Roswell Road, Inc.
6420 Roswell Road Inc. filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 17-56753) on April 12, 2017, disclosing
less than $50,000 in assets and less than $500,000 in liabilities.
The petition was signed by Harry J. Freese, president.
Howard P. Slomka, Esq., at Slipakoff and Slomka, PC, represents the
Debtor as bankruptcy counsel. The Debtor hired Polay & Clark as its
accountant.
8 LAWRENCE ROAD: June 12 Plan Confirmation Hearing
--------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey has conditionally approved the disclosure
statement explaining 8 Lawrence Road, LLC's Small Business Plan. A
hearing will be held on June 12, 2018, at 2:30 PM, for final
approval of the Disclosure Statement, if a written objection has
been timely filed on or before June 5, and for confirmation of the
Plan.
About 8 Lawrence Road
8 Lawrence Road, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 18-11389) on Jan. 23, 2018.
At the time of the filing, the Debtor estimated assets of less
than $1 million and liabilities of less than $500,000. Scura,
Wigfield, Heyer & Stevens, LLP, is the Debtor's counsel.
8281 MERRILL ROAD: Taps Edelboim as New Legal Counsel
-----------------------------------------------------
8281 Merrill Road A, LLC and 8281 Merrill Road C, LLC received
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to hire Edelboim Lieberman Revah Oshinsky PLLC as its
new legal counsel.
The firm will replace Messana, PA, the firm initially tapped by the
Debtors to represent them in connection with their Chapter 11
cases.
The firm's hourly rates for the services of its attorneys range
from $250 to $425. Brett Lieberman, Esq., a partner at Edelboim
and the attorney who will be providing the services, charges $375
per hour.
Mr. Lieberman 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:
Brett D. Lieberman, Esq.
Edelboim Lieberman Revah Oshinsky PLLC
Beacon Tower of Aventura
20200 W. Dixie Highway, Suite 1203
Aventura, FL 33180
Telephone: (305) 768-9911
Facsimile: (305) 928-1144
Email: brett@elrolaw.com
About 8281 Merrill Road A
8281 Merrill Road A, LLC, is a manager-managed limited liability
company with manager, Jacksonville Merrill Dealership, LLC, which
is itself managed by Daniel Rusche. The Debtor filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 17-17027) on June 2,
2017. In the petition signed by Tim O'Brien, manager, the Debtor
estimated $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. The Hon. Raymond B. Ray presides over the
case.
97-12 63RD DRIVE: Parking Unit No. 1 Up for Auction June 29
-----------------------------------------------------------
Kerry J. Katsorhis, Esq., as Referee, will sell at public auction
at the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in
Courtroom # 25, Jamaica, NY on June 29, 2018 at 10:00 a.m. the
premises designated as Parking Unit No. 1, together with a 0.0075%
undivided interest in the common elements. The premises is known
as 97-12 63RD DRIVE, PARKING UNIT 1, REGO PARK, NY (Block: 2090
Lot: 1001).
The sale is being conducted pursuant to a Judgment of Foreclosure
and Sale dated May 8, 2018 and entered on May 14, 2018, in the
case, NYCTL 2016-A TRUST, and THE BANK OF NEW YORK MELLON, as
Collateral Agent and Custodian for the NYCTL 2016-A TRUST,
Plaintiffs against 97-12 63RD DRIVE REALTY LLC, et al.
Defendant(s), Index Number 708637/2017, pending before the Queens
County Supreme Court.
The approximate amount of lien is $3,082.69 plus interest and
costs.
Plaintiff's counsel is:
Seyfarth Shaw LLP
620 Eighth Avenue
New York, NY 10018
A & ASSOCIATES: July 17 Plan Confirmation Hearing
-------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida has approved the amended disclosure statement
explaining A & Associates, Inc.'s Amended Chapter 11 Plan and will
convene a hearing on July 17, 2018, at 1:30 p.m., to consider
approval of the Amended Plan. July 3 is the deadline for filing
objections to confirmation of the Plan.
The Debtor said in the Second Amended Plan that it is still
reviewing Proofs of Claims that have been filed to determine the
propriety of filing claims objections, and has determined that some
objections may be filed during the Disclosure Statement approval
and/or Plan confirmation process.
Class Three - General Unsecured Claims, subject to any objections,
total $244,491.75, which will be repaid over the five-year term of
the Plan at the rate of $250.00 per month for Month 1 through 60,
on a pro-rata basis, which payments will commence on the Effective
Date of the Plan.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb16-23524-126.pdf
About A & Associates
A & Associates, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-23524) on Oct. 1,
2016. The petition was signed by Andrew Luchey, Jr., 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 Paul G. Hyman, Jr. The Debtor is represented by
Sherri B. Simpson, Esq., at the Simpson Law Group. On Jan. 4,
2018, the Debtor filed its proposed Chapter 11 plan of
reorganization and disclosure statement.
AA READY MIX: Taps Jason A. Burgess as Legal Counsel
----------------------------------------------------
AA Ready Mix, LLC, received approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire The Law Offices of Jason
A. Burgess, LLC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
The firm will charge these hourly rates:
Jason Burgess, Esq. $300
Associate $195
Paralegal $75
The Debtor paid the firm the sum of $9,217, of which $1,717 was
used to pay the filing fee.
Jason Burgess, Esq., a member of the firm, disclosed in a court
filing that he does not represent any interest adverse to the
Debtor or its estate and creditors.
The firm can be reached through:
Jason A. Burgess, Esq.
The Law Offices of Jason A. Burgess, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Phone: (904) 372-4791
Facsimile: (904) 853-6932
Email: jason@jasonaburgess.com
About AA Ready Mix LLC
AA Ready Mix, LLC is a ready-mix concrete supplier in Folkston,
Georgia. It posted gross revenue of $2.48 million in 2017 and
gross revenue of $2.49 million in 2016.
AA Ready Mix sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-01110) on April 6, 2018.
In the petition signed by James V. Aldridge, president, the Debtor
disclosed $616,518 in assets and $1.05 million in liabilities.
Judge Jerry A. Funk presides over the case.
ABSOLUTE PAINTING II: Case Summary & 8 Unsecured Creditors
----------------------------------------------------------
Debtor: Absolute Painting II, Inc.
5 Ilene Court, Bldg 7, Unit 4
Hillsborough, NJ 08844
Business Description: Absolute Painting II, Inc. is a
painting contractor in Hillsborough, New
Jersey. The company specializes in high-
density mid-rise/high-rise market with
experience in condo, townhouse and age
restricted & low-income communities. It
offers interior home painting services,
pavement marking services, exterior home
painting services, building painting
services and wallcoverings.
http://www.absolutepainting.com/
Chapter 11 Petition Date: May 29, 2018
Case No.: 18-20774
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Kathryn C. Ferguson
Debtor's Counsel: John F. Bracaglia, Jr., Esq.
SAVO, SCHALK, GILLESPIE, O'GRODNICK & FISHER,
P.A.
77 North Bridge Street
Somerville, NJ 08876
Tel: 908-526-0707
Fax: 908-725-8483
Email: brokaw@centraljerseylaw.com
Total Assets: $112,776
Total Liabilities: $1.14 million
The petition was signed by Sean Gibson, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at: http://bankrupt.com/misc/njb18-20774.pdf
AFFORDABLE KAR KARE: Taps Eric A. Liepins as Legal Counsel
----------------------------------------------------------
Affordable Kar Kare, Inc., received approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Eric A.
Liepins, P.C. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Eric Liepins, Esq., the attorney who will be handling the case,
charges $275 per hour. The hourly rates for paralegals and legal
assistants range from $30 to $50.
The Debtor paid the firm a retainer of $5,000, plus the filing
fee.
Mr. Liepins disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Phone: (972) 991-5591
Fax: (972) 991-5788
Email: eric@ealpc.com
About Affordable Kar Kare Inc.
Affordable Kar Kare, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31247) on April 5,
2018. In the petition signed by Perry Dunn, president, the Debtor
estimated assets of less than $1 million and liabilities of less
than $500,000. Judge Stacey G. Jernigan presides over the case.
AIR CANADA: Moody's Hikes CFR to Ba2 & 1st Lien Debt Rating to Ba1
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Moody's Investors Service upgraded Air Canada's corporate family
rating (CFR) to Ba2 from Ba3, probability of default rating to
Ba2-PD from Ba3-PD, first lien senior secured rating to Ba1 from
Ba2 and senior unsecured rating to Ba3 from B2. The company's
speculative grade liquidity rating was affirmed at SGL-2. Moody's
rates eight tranches of enhanced equipment trust certificates
(EETCs) across three Air Canada EETC transactions, Series 2013-1,
Series 2015-2 and Series 2017-1. Moody's affirmed five of the
tranches, downgraded one and upgraded two. The outlooks for Air
Canada and its Pass Through Trust Certificates remain stable.
"The upgrade reflects Air Canada's continued reduction of leverage
and its commitment to further debt reduction" said Jamie
Koutsoukis, Moody's Vice President, Senior Analyst.
Upgrades:
Issuer: Air Canada
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Rating, Upgraded to Ba2 from Ba3
Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD2) from
Ba2 (LGD3)
Senior Secured Regular Bond/Debenture, Upgraded to Ba1 (LGD2) from
Ba2 (LGD3)
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD5)
from B2 (LGD5)
Issuer: Air Canada Series 2015-2 Pass Through Trusts
Senior Secured Enhanced Equipment Trust, Cl. B, Upgraded to Baa2
from Baa3
Issuer: Air Canada Series 2017-1 Pass Through Trusts
Senior Secured Enhanced Equipment Trust, Cl. B, Upgraded to Baa2
from Baa3
Downgrades:
Issuer: Air Canada 2013-1 Pass Through Trusts
Senior Secured Enhanced Equipment Trust, Cl. A, Downgraded to Baa1
from A2
Outlook Actions:
Issuer: Air Canada
Outlook, Remains Stable
Outlook Actions:
Issuer: Air Canada 2013-1 Pass Through Trusts
Outlook, Remains Stable
Issuer: Air Canada Series 2015-2 Pass Through Trusts
Outlook, Remains Stable
Issuer: Air Canada Series 2017-1 Pass Through Trusts
Outlook, Remains Stable
Affirmations:
Issuer: Air Canada
Speculative Grade Liquidity Rating, Affirmed SGL-2
Issuer: Air Canada 2013-1 Pass Through Trusts
Senior Secured Enhanced Equipment Trust, Cl. B, Affirmed Baa3
Issuer: Air Canada Series 2015-2 Pass Through Trusts
Senior Secured Enhanced Equipment Trust, Cl.A, Affirmed A2
Senior Secured Enhanced Equipment Trust, Cl. AA, Affirmed Aa3
Issuer: Air Canada Series 2017-1 Pass Through Trusts
Senior Secured Enhanced Equipment Trust, Cl. A, Affirmed A2
Senior Secured Enhanced Equipment Trust, Cl. AA, Affirmed Aa3
RATINGS RATIONALE
Air Canada's Ba2 corporate family rating (CFR) benefits from its
strong market position in the duopolistic Canadian market, Moody's
expectation that adjusted debt/EBITDA will remain near 3.5x, its
declining cost structure (CASM excluding fuel of CAD 11.6 cents in
2017) which has become competitive with some of its North American
peers, and an expected reduction in capacity growth as Air Canada
shifts from wide-body growth to mainline narrow-body fleet
replacement over the medium term (Available seat miles increased
11.6% in 2017). Rating constraints include foreign exchange
volatility, exposure to fuel costs and the risk of market capacity
additions exceeding demand.
Air Canada has good liquidity (SGL-2), supported by CAD4.5 billion
of cash and short-term investments at March 31, 2018 and a US$300
million unused revolving credit facility due in 2021. Moody's also
expects Air Canada to generate about CAD 200 million of positive
free cash flow in each of 2018 and 2019. These sources are more
than sufficient to fund mandatory annual debt and lease repayments
of CAD 445 million for the remainder of 2018 and CAD 531 million in
2019. Air Canada has flexibility to raise capital from asset sales
to boost liquidity should the need arise.
The stable outlook reflects Moody's expectation that Air Canada
will maintain leverage near 3.5x as it spends on its aircraft
replacement program and the market continues to see capacity
additions.
An upgrade could occur if Air Canada is able to reduce and sustain
adjusted leverage towards 3x, and (FFO + Interest Expense) /
Interest remains above 6x. (adjusted debt/EBITDA was 3.5x and (FFO
+ Interest Expense) / Interest was 6.1x LTM Mar 2018). Downward
rating pressure could occur if Air Canada's adjusted debt/EBITDA
moves above 4x and (FFO + Interest Expense) / Interest falls
towards 4x. Deterioration in liquidity or margins could also cause
a downgrade.
Moody's rates eight tranches of enhanced equipment trust
certificates (EETCs) across three Air Canada EETC transactions,
Series 2013-1, Series 2015-2 and Series 2017-1. Moody's affirmed
five of the tranches, downgraded one and upgraded two. The
composition of the collateral and Moody's varying estimates of
loans-to-value across the three transactions resulted in different
rating actions on the various tranches relative to the one-notch
upgrade of the Corporate Family rating. EETC ratings also consider
that the weight of the corporate credit and of the collateral
attributes shifts over Moody's corporate rating scale; generally,
the higher the corporate rating, the less weight in the
collateral.
The downgrade of the Class A rating of Series 2013-1 to Baa1 from
A2 reflects Moody's projection of significantly smaller equity
cushions over the remaining life of this transaction relative to
its prior expectations, based on applying a steeper annual
depreciation rate for Boeing B777-300ERs than it had used in the
past. Specifically, Moody's is now using a 6% annual rate of
decline for wide-body aircraft models except the B787 and A350
families, for which it now uses 5% rates of decline in value.
Having only B777s in the collateral for Series 2013-1 results in
the largest erosion of the equity cushion. Moody's now estimates
the peak LTVs over the remaining lives of the Class A and Class B
tranches at about 79% and 86%, respectively, both of which occur at
the respective maturity dates. The LTV curves are now upward
sloping, eroding equity cushion with the passage of time. The
sharper decline in values Moody's now applies are based on
observations of trends in values supplied by various industry
sources including appraisers.
The upgrades of the Class B tranches of Series 2015-2 and Series
2017-1 to Baa2 from Baa3 are in step with the upgrade of the
Corporate Family rating. The peak LTVs of these two tranches of
about 75% and about 70%, respectively provide greater equity
cushion than does the Class B of Series 2013-1. These curves remain
downward sloping, building equity cushion with the passage of time.
Moody's considers that the mix of collateral of the two later
transactions, including 787-9s wide-bodies in Series 2015-2 and
only B737 MAX 8 narrow-bodies and 787-9s in Series 2017-1, makes
them relatively stronger than the Series 2013-1 transaction.
The affirmations of the Class AA ratings of Aa3 for Series 2015-2
and 2017-1 reflect that these are the strongest ratings for senior
most EETC tranches for non-investment grade rated airlines. The
affirmations of the Class A tranches for Series 2015-2 and Series
2017-1 consider the relative estimated peak LTV differentials
within and across the three transactions.
Five Boeing B777-300ERs delivered new between June 2013 and
February 2014 secure the Series 2013-1 transaction. Two B777-300ERs
and three Boeing B787-9s delivered in 2015 secure the Series 2015-2
transaction. Nine Boeing B737MAX-8 and four B787-9s collateralize
the Series 2017-1 transaction.
The ratings of the EETCs reflect Moody's belief that Air Canada
would retain the aircraft in each transaction under a
reorganization scenario because of the importance of these models
to the fleet strategy and the long-haul network over the 12-year
lives of each transaction and their relatively young ages. Any
combination of future changes in the underlying credit quality or
ratings of Air Canada, unexpected material declines in the current
or projected market value of the aircraft and/or an unexpected
significant reduction in the size of Air Canada's long haul network
could lead to further changes to the ratings of Air Canada's
EETCs.
The principal methodology used in rating Air Canada was Global
Passenger Airlines published April 2018. The principal
methodologies used in rating Air Canada 2013-1 Pass Through Trusts,
Air Canada Series 2015-2 Pass Through Trusts and Air Canada Series
2017-1 Pass Through Trusts were Passenger Airline Industry
published in April 2018 and Enhanced Equipment Trust and Equipment
Trust Certificates published in December 2015.
Air Canada is the largest provider of scheduled airline passenger
services within, and to and from Canada. Revenue in 2017 was C$16.3
billion. The company is headquartered in Saint-Laurent, Quebec,
Canada.
ALCOIL USA: Unsecured Creditors to Get 2% Under Chapter 11 Plan
---------------------------------------------------------------
Alcoil USA, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Pennsylvania a plan of reorganization and
accompanying disclosure statement which provide for payment of
creditors with the net sale proceeds, totaling approximately
$95,000, from the sale of substantially all of the Debtor's
assets.
As of the Petition Date, additional secured creditor, Sandhurst
Equity Partners, L.P., had a security interest in all of the
Debtor's Personal Property, subsequent in priority, however, to the
lien held by M&T Bank. Under the Plan, Sandhurst will receive the
Net Sale Proceeds unless Donald C. Graham is successful in
challenging the Sandhurst lien. If Graham is successful in his
challenge to the validity of the Sandhurst lien, then Sandhurst
will receive nothing further under the Plan as a secured creditor.
If that occurs, Sandhurst retains the right to have a deficiency
Claim as an unsecured creditor.
The Debtor scheduled various unsecured debts as owed to various
suppliers and vendors and certain other unsecured creditors. The
total amount of these unsecured claims is approximately
$4,800,000.00. Of the unsecured Claims, the single largest Claim
is that of Donald C. Graham in an amount in excess of
$3,000,000.00. There have been several Claims which are filed, a
few of which are in different amounts from that which are listed on
the Debtor's Schedules. The Debtor will review all Claims. The
Debtor will consider filing objections to those Claims which the
Debtor believes are not proper to the extent an objection is
expedient and necessary. The Debtor will also examine all Claims
to determine whether they include any post-Petition interest or any
other charges which are not proper.
The only opportunity for unsecured creditors to receive a payment
under the Plan is in the event that the Sandhurst lien is
determined not to be valid as to the Net Sale Proceeds. If that is
the case, then there will be a pro rata distribution to unsecured
creditors of the remaining funds after payment of all
administrative and administrative professional Claims and Priority
Tax Claims, if any. The percentage of payment to unsecured
creditors could be at most two percent (2%). In this event, there
would be approximately $95,000.00 available for distribution to
unsecured creditors under the Plan.
A full-text copy of the Plan is available at:
http://bankrupt.com/misc/pamb17-03078-127.pdf
About Alcoil USA LLC
Based in York, Pennsylvania, Alcoil USA, LLC --
http://www.alcoil.net/-- is a manufacturer of all-aluminum
micro-channel heat exchangers for the air conditioning,
refrigeration, ventilation, heating, and industrial process
industries. It specializes in airside condensers, evaporators,
heating/cooling coils, oil coolers, and process applications.
Alcoil supports a wide range of OEM and replacement applications.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 17-03078) on July 26, 2017. In the
petition signed by Steve Wand, its president, the Debtor estimated
assets of less than $1 million and liabilities of $1 million to $10
million. Judge Henry W. Van Eck presides over the case.
ALERIS INTERNATIONAL: Moody's Confirms B3 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service confirmed Aleris International Inc.'s B3
Corporate Family Rating (CFR) and B3-PD Probability of Default
Rating. At the same time, Moody's assigned a B3 rating to the
company's new $1.1 billion senior secured 1st lien term loan. The
speculative grade liquidity rating was affirmed at SGL-3. The
outlook is stable.
Proceeds, together with $400 million from a new senior secured
second lien debt financing will be used to repay the 7.875% senior
unsecured notes due 2020 (confirmed at Caa2; ratings to be
withdrawn at closing) and the 9.5% senior secured notes due 2021
(confirmed at B2; ratings to be withdrawn at closing). The
repayment of the notes is conditional upon the new financings being
completed.
This concludes the review for downgrade initiated December 12,
2017.
"The rating confirmation reflects our expectations for Aleris to
show improving trends over 2018 and further strengthening in 2019
given it has now completed most of the expansion work at Lewisport
to supply automotive body sheet (ABS), which is contracted for, and
for which shipments to the customer have commenced" said Carol
Cowan, Senior Vice President and lead analyst for Aleris. The
confirmation also acknowledges Aleris' strong position in the
aerospace and automotive markets in Europe as well as the building
and construction market, distribution and truck trailer markets in
North America.
Assignments:
Issuer: Aleris International Inc.
Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4)
Outlook Actions:
Issuer: Aleris International Inc.
Outlook, Changed To Stable From Rating Under Review
Confirmations:
Issuer: Aleris International Inc.
Probability of Default Rating, Confirmed at B3-PD
Corporate Family Rating, Confirmed at B3
Senior Secured Regular Bond/Debenture, Confirmed at B2 (LGD3)
Senior Unsecured Regular Bond/Debenture, Confirmed at Caa2 (LGD5)
Affirmations:
Issuer: Aleris International Inc.
Speculative Grade Liquidity, Affirmed at SGL-3
RATINGS RATIONALE
The B3 CFR considers the company's high leverage, weak debt
protection metrics and negative free cash flow over the last number
of years. However, the rating considers the significant investments
made at Lewisport ($425MM project cost) to produce automotive body
sheet, which investment was supported by firm offtake contracts and
the commencement of commercial shipments, which will ramp up over
the course of 2018. The CALP 1 (continuous annealing line with
pre-treatment) is completed and ramping up commercial production
while the CALP 2 line is being commissioned. Also considered is the
company's strong position in the aerospace market and continued
winning of new contracts such as recently announced with Bombardier
and Embraer. While the aerospace segment saw some squeezing in 2017
on supply chain destocking, fundamentals for the industry remain
strong and backlogs high.
Performance in 2017 was impacted by a number of events, which are
not expected to recur in 2018. Most significant was the planned
outage at Lewisport to complete various upgrades including widening
the hot-mill. The company estimates that this reduced sales volumes
by over 100 million pounds and had a roughly $30MM impact on
EBITDA. Automotive sales in Europe were lower than expected due to
the delay in a new model launch by an automotive customer, but
occured in the first quarter of 2018. The construction market in
North America continues to show improvement but remains
inconsistent in its upward trend lines.
The improvement seen in operating performance for the quarter ended
March 31, 2018 is expected to strengthen during the rest of 2018
driven by good fundamentals in markets served. Additionally, the US
Commerce Department, under its self-initiated review of aluminum
alloy sheet exports from China, has determined that such are
subsidized and set countervailing margins. Preliminary anti-dumping
duties are expected to be announced in early June. This will
contribute to a better price environment for companies such as
Aleris and the ability to obtain better conversion margins.
Despite expectations for stronger earnings in 2018, Aleris' metrics
are expected to remain weak for the rating category with leverage
remaining elevated but trending toward a 7x -- 7.5x range. Cash
flow generation in 2018 will also benefit from reduced capital
expenditures -- around $125 million anticipated versus $208 million
in 2017 and $358 million in 2016. A good recovery is seen in 2019
as the ABS production increases throughout 2018 and value added
product becomes more predominate in the product mix. Although
Moody's expects to see some modest contraction in vehicle sales in
2018, levels are expected to remain robust. Reflecting the improved
operating environment in the automotive industry than previously
expected, Moody's changed it outlook for the industry to stable
from negative (March 14, 2018: Automotive manufacturing -- Global:
Outlook update: Changing outlook to stable amid improving business
environment).
Although greater clarity needs to be seen on the impact of the
approved 10% tariffs on imported aluminum under Section 232,
downstream producers are likely to be initially negatively impacted
by increased raw material costs. Although a majority of business
for Aleris is on a pass through basis, there remains exposure to
the spot market and the lag period. However, to the extent
downstream products are included, the improvement in market pricing
should be able to mitigate the impact of increased costs.
The stable outlook reflects the view that metrics will show
improving trends over the next 12 -- 18 months on stronger market
fundamentals and an improving product mix profile as the ABS
production ramps up.
Upward rating movement is possible if the company can achieve and
maintain leverage, as measured by the debt/EBITDA ratio of no more
than 5x, EBIT/interest of at least 2x and (CFO -- Dividends)/debt
of at least 12%. Ratings could be downgraded should debt/EBITDA not
evidence a trend toward 6x, EBIT/interest not trend toward 1.5x or
liquidity weaken.
The SGL-3 reflects the company's adequate liquidity profile, which
is supported by a $600 million (unrated - includes a $300 million
European Revolving Subcommitment) asset backed multi-currency
revolving credit facility (ABL) expiring on June 15, 2020, which
the company intends to increase to up to $750 million and extend
the maturity to 2023. At March 31, 2018, the company's liquidity
position was supported by cash of $79.1 million and $158.4 million
available under the ABL. An additional $5.7 million of restricted
cash is available for payments under the China loan facility.
During the 2nd quarter, the company received the final installment
of $20 million of customer capacity reservation fees, which further
augments liquidity.
The company's liquidity is seen as covering requirements with cash
flow improving on the better earnings performance. The liquidity
position will also be supported by the extension of debt maturities
with the refinancing of the 2020 and 2021 note maturities.
The current ABL, prior to the intended amendment, has a springing
maturity 60 days prior to the maturity date of the 7.875% senior
notes (November 1, 2020), which notes will be repaid upon
completion of the refinancing.
Structural considerations
Under Moody's loss given default methodology, the B3 rating on the
senior secured 1st lien term loan, at the same level as the CFR,
reflects its preponderance in the capital structure. The security
package for the term loans includes US plant, property and
equipment. The 1st lien term loan has a second priority interest in
the ABL collateral.
Headquartered in Beachwood, Ohio, Aleris is a global aluminum
rolled products company with operations in North America, Europe
and China. For the twelve months ended March 31, 2018 the company
reported revenues of $3 billion.
ALERIS INTERNATIONAL: S&P Affirms 'B-' CCR, Outlook Stable
----------------------------------------------------------
U.S.-based aluminum rolled products manufacturer Aleris
International Inc. is refinancing its capital structure in an
effort to extend its maturities and lower its interest expense.
S&P Global Ratings is affirming its 'B-' corporate credit rating on
Cleveland-based Aleris International Inc. The outlook is stable.
S&P said, "At the same time, we assigned our 'B-' issue-level
rating to the company's proposed $1.1 billion senior secured
first-lien term loan due 2023. The '4' recovery rating indicates
our expectation of average (30%-50%; rounded estimate: 40%)
recovery in the event of a payment default.
"The rating affirmation reflects our view that Aleris' leverage
will remain high and cash flows negative over the near term. Our
ratings take into account our expectation that the company will
generate incremental earnings in the second half of 2018 from its
Lewisport facility. Even so, we believe credit metrics will remain
weak over the next 12 months, with adjusted debt to EBITDA above 8x
and EBITDA interest coverage of about 1.75x by year-end 2018, still
appropriate for the rating. While the proposed refinancing will
extend the company's debt maturity profile and support Aleris'
liquidity position, additional cost overruns or extended outage
activity could further stretch credit metrics in the near term.
Similarly, in 2017 the company had a shortfall of more than 100
million pounds of production and a $30 million EBITDA decline due
to an extended outage. Over the next several years, as auto body
sheet (ABS) output increases, we expect higher EBITDA levels as the
Lewisport facility shifts its product mix toward higher-margin
products.
"The stable outlook incorporates our view that Aleris will continue
to generate weak but improving credit metrics over the next 12
months as its Lewisport facility begins adding incremental EBITDA
this year. Specifically, we expect Aleris to generate adjusted debt
to EBITDA of about 8.5x by year-end 2018, falling below 8x in 2019.
At the same time, we expect adjusted EBITDA interest coverage of
about 1.75x over the next 12 months.
"We could lower our ratings on Aleris over the next 12 months if
adjusted EBITDA interest coverage dropped to 1x and leverage rose
above 10x, which would likely indicate that its capital structure
was unsustainable in our view. This type of deterioration in credit
metrics could be the result of operating underperformance,
significant cost overruns from the Lewisport facility, or if demand
for the company's products declined, resulting in lower EBITDA
generation.
"We view an upgrade over the next 12 months to be unlikely. We
could raise our rating on Aleris over the next 12 months if
adjusted debt to EBITDA dropped toward 5x and EBITDA interest
coverage improved above 2x. This could be the result of steady
incremental EBITDA from the Lewisport facility and improved cash
flow that could enable some debt repayment."
ALVOGEN PHARMA: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on Pine
Brook, N.J.-based Alvogen Pharma US Inc. The outlook is stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the first-lien term loan. The recovery rating on the term loan
is '4', indicating our expectation for modest recovery (30%-50%;
rounded estimate: 45%) in the event of payment default.
"Our 'B' corporate credit rating on Alvogen continues to be based
on the company's relatively small size and scope and aggressive
financial policies, which we believe will keep leverage in the
range of 4.5x-5.0x over the long term. These weaknesses are
somewhat offset by Alvogen's above-average profitability, stemming
from its focus on difficult-to-manufacture generic products.
"The stable outlook on Alvogen Pharma reflects our expectation that
the company will successfully manage new product launches while
continuing to grow its existing portfolio, resulting in
double-digit revenue growth. It also reflects our expectation for
parent company Alvogen Lux Holdings S.a.r.l. to maintain favorable
credit metrics, such that credit risk at the broader group will not
negatively affect Alvogen Pharma's stand-alone credit profile."
AMERIFLEX ENGINEERING: June 13 Plan Confirmation Hearing
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has
conditionally approved the disclosure statement explaining
Ameriflex Engineering LLC's Chapter 11 Plan. The hearing on the
final approval of the Disclosure Statement and confirmation of the
Plan, at which testimony will be received if offered and
admissible, will be held on June 13, 2018, at 9:00 a.m.
About Ameriflex Engineering
Ameriflex Engineering LLC -- http://rhboats.com/-- and
http://fishrite-boats.com/-- is engaged in the design, development
and manufacturing of boats. The Company was created in 2008 with
the acquisition of the assets of then struggling River Hawk Boats,
Inc. Cajon, Inc. and Pacific Diamond & Precious Metals each own
50% membership interest in the Company.
Ameriflex Engineering filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 17-60837) on March 22, 2017. In the petition signed by
Pacific Diamond & Precious Metals, Inc., member, the Debtor
estimated assets and liabilities between $1 million and $10
million.
The case is assigned to Judge Thomas M. Renn.
The Debtor hired Tara J. Schleicher, Esq., at Farleigh Wada Witt,
as bankruptcy counsel; Ball Janik LLP as special counsel; and
Cramer & Associates as accountant.
No trustee, examiner or committee has been appointed.
ANDERSON SHUMAKER: Court Confirms Amended Plan of Liquidation
-------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois approved Anderson Shumaker Company's
amended disclosure statement and confirmed its amended plan of
liquidation dated March 2, 2018.
The Troubled Company Reporter previously reported that claims of
general unsecured creditors in Class 5 under the amended plan, in
the amount of approximately $2,200,000, will be paid a 6.5%
distribution out of the Carve-Out.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/ilnb17-05206-196.pdf
About Anderson Shumaker
Based in Chicago, Illinois, Anderson Shumaker Company provides open
die forgings and custom forgings in various shapes and finishes
using stainless steel, aluminum, carbon steel and various grades of
alloy steel.
Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-05206) on Feb. 23, 2017. In the petition signed by CEO
Richard J. Tribble, the Debtor estimated $1 million to $10 million
in assets and $10 million to $50 million in liabilities.
The case is assigned to Judge Donald R Cassling.
Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman,
Simon, Welch & Clar serve as counsel to the Debtor. The Debtor
tapped CFO Advise LLC as financial advisor and RSM US LLP as
accountant. In September 2017, the Debtor sought approval to hire
Fort Dearborn Partners Inc. as its financial advisor, to provide
projections for its Chapter 11 plan of reorganization and to
perform financial functions required during the remainder of the
Debtor's bankruptcy case.
U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five
creditors to serve on an official committee of unsecured creditors.
The committee members are: (1) Electralloy, G.O. Carlson, Inc.; (2)
Carlson Tool & Manufacturing Corp.; (3) Progressive Steel Treating,
Inc.; (4) Haynes International, Inc.; and (5) Ellwood Group.
Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L.
Janczak, Esq., and Trinitee G. Green, Esq., at Freeborn & Peters
LLP, serve as counsel to the Committee.
AP EXHAUST: Moody's Alters Outlook to Negative & Affirms B3 CFR
---------------------------------------------------------------
Moody's Investors Service changed AP Exhaust Acquisition, LLC's
outlook to negative from stable and affirmed all ratings, including
the B3 Corporate Family Rating (CFR), B3-PD Probability of Default
Rating, and B2 senior secured first lien term loan rating.
The change in outlook to negative outlook reflects that the
declines in AP Acquisition's revenue for the first nine months of
2017 have resulted in EBITDA falling below Moody's expectations
resulting in debt to EBITDA of 7.4 times. It also reflects Moody's
belief that it will be challenging for AP Acquisition to generate
meaningfully positive free cash flow and reduce its high leverage
in the next 12 months.
Moody's took the following rating actions for AP Exhaust
Acquisition, LLC:
Corporate Family Rating, affirmed B3
Probability of Default Rating, affirmed B3-PD
$315 million ($314.2 million outstanding) senior secured first
lien term loan due 2024, affirmed B2 (LGD3)
Outlook, changed to Negative
RATINGS RATIONALE
The B3 CFR reflects AP Acquisition's modest size relative to other
global automotive suppliers, limited track record operating as one
company, exposure to cyclical end markets, significant customer
concentration and high leverage (7.4x as of LTM 9/30/2017
incorporating Moody's standard adjustments and accounts receivable
program). These challenges are offset by AP Acquisition's good
niche market position in its top two products, an adequate
liquidity profile and reasonable interest coverage (1.3x as of LTM
9/30/2017). The company derives a majority of its revenue in the
aftermarket where revenue generation is more stable than in the new
vehicle market as it is associated with replacement parts of
already existing vehicles. Since the initial rating the company has
experienced softness in its topline due to declining orders from AP
Acquisition's retail customers because of slower than expected
growth in the overall aftermarket space. Even though APC has
somewhat mitigated the decline in revenue with some operational
efficiencies and price increases, leverage is still meaningfully
above expectations from the time of the initial transaction.
Moody's believes that revenue growth will be in low single digits
and that the earnings are vulnerable to changing customer and
competitor actions. Moody's projects that AP Acquisition's
debt-to-EBITDA leverage will remain high over the next 12 months as
the company manages raw material input pressures.
The ratings could experience upward pressure if the company
significantly increases its scale and improves its free cash flow,
while maintaining strong margins and a debt-to-EBITDA leverage
ratio below 5.0x.
A downgrade could occur if deteriorating operating results, debt
financed acquisitions or shareholder dividends result in the
debt-to-EBITDA leverage ratio remaining above 6.0x, EBITA /
Interest coverage sustained below 1.25x or weaker than expected
free cash flow. A significant reduction in borrowing availability
or liquidity could also result in a downgrade.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
AP Acquisition (d/b/a APC Aftermarket) is a domestically focused
emissions manufacturer and brake and chassis distributor in the
automotive aftermarket. The company's products include drums and
rotors, catalytic converters, friction, chassis, calipers and other
products. Revenue for the 12 months ended September 2017 was
approximately $461 million. The business is currently co-owned by
Harvest Partners, LP and Audax Group.
AQGEN ASCENSUS: Moody's Affirms B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed AqGen Ascensus, Inc.'s
("Ascensus") B3 Corporate Family Rating (CFR) at B3 and its
Probability of Default Rating (PDR) at B3-PD. Concurrently, Moody's
affirmed the B2 ratings of the company's proposed upsized $70
million first lien revolving credit facilities and the B2 ratings
of the $607 million existing first lien term loans, and assigned a
B2 rating to each of the proposed $125 million incremental funded
first lien term loan and $75 million first lien delayed draw term
loan. Moody's also affirmed the Caa2 rating of the company's $170
million second lien term loan. The rating outlook remains stable.
The additional $200 million of term loans provide capital to fund
acquisitions and repay recent revolver borrowings used for the same
purpose. Proceeds from the $125 million incremental funded term
loan will include about $57 million slated for future acquisitions,
while the $75 million delayed draw term loan will provide the
company with committed financing for six months to fund additional
tuck-in acquisitions. These acquisitions expand upon Ascensus'
retirement solutions service offering and are consistent with its
strategy of pursuing bolt-on acquisitions. However, to the extent
that an acquisition is leveraging, large in size, or poses
integration challenges, Ascensus' credit profile could be pressured
given already very high leverage. While the company is well
positioned to capitalize on expanding scale benefits as it
integrates acquisitions, Moody's anticipates financial policies
will remain aggressive under private equity ownership with
continued risk from debt-funded acquisitions. Pro forma for the
proposed $200 million of term loans, Moody's estimates that
debt/EBITDA will remain very elevated at over 7x. This level of
leverage weakly positions Ascensus in the B3 rating level and
leaves very limited cushion should the company experience execution
challenges. In addition, the incremental debt raise also makes
Ascensus' free cash flow more vulnerable to rising interest rates.
Affirmations:
Issuer: AqGen Ascensus, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD6
from LGD5)
Assignments:
Issuer: AqGen Ascensus, Inc.
Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3)
Outlook Actions:
Issuer: AqGen Ascensus, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Ascensus' B3 CFR is constrained by very high leverage, small scale
relative to larger and financially stronger business service
companies, reliance on financial advisors as channel partners for
sales to new plans, and some revenue concentration among top
customers which include state 529 college savings plans,
institutional clients, and channel partners. The credit profile
benefits from the company's well-established and scalable position
in the market for small retirement plans (fewer than 500
participants) and state 529 college savings plans that support good
margins and long-standing customer relationships with high rates of
retention, account fees and contracts that provide a degree of
revenue visibility and stability, and a general trend of increasing
regulatory compliance and disclosure requirements for retirement
asset administration.
The stable rating outlook reflects Moody's expectation for Ascensus
to continue to meaningfully increase revenue over the next 12 to 18
months as the company scales via acquisitions while generating good
EBITA margins, but with financial risk remaining elevated evidenced
by debt/EBITDA in excess of 7x. The stable outlook is predicated on
Ascensus maintaining a good liquidity profile and on the assumption
that acquisitions are not meaningfully leveraging.
Factors that could lead to a downgrade include a decrease in
revenue, including due to loss of a large customer; weakened
operating performance; deterioration in liquidity including
break-even to negative free cash flow; leveraging acquisitions,
including larger target sizes; debt-funded dividends; or
EBITA/interest below 1.1x
Factors that could lead to an upgrade include debt/EBITDA under 6x
and financial policies supportive of leverage sustained at these
levels, EBITA/interest over 1.75x, and free cash flow to debt
sustained over 5%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Ascensus, headquartered in Dresher, Pennsylvania, is a service
provider primarily focused on record-keeping and administration for
retirement investment plans and college savings programs in the
United States. The company is owned principally by Genstar Capital
and Aquiline Capital Partners. Revenues for the twelve months ended
March 31, 2018 were about $364 million.
AQUA LIFE: Plan Confirmation Hearing Set for June 27
----------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida approved the second amended disclosure
statement filed by Aqua Life, Corp. d/b/a Pinch-A-Penny.
The court has set a hearing to consider confirmation of the plan on
June 27, 2018 at 10:00 a.m.
The last day for filing and serving objections to confirmation of
the plan and the last day for filing a ballot accepting or
rejecting the plan is June 13, 2018.
As previously reported by The Troubled Company Reporter, the Plan
will be funded by a Plan Fund consisting of: (i) funds on deposit
in the Debtor's account on the Effective Date, (ii) future revenues
from the business operations and receivables of the Debtor and the
Reorganized Debtor following confirmation of the Plan, (iii)
recovery of $40,000 in recovery of potential preference payments;
and (iv) additional new value contributed by the Principals.
The total sum of new value payments to be contributed by the
Principals is a material component of the Plan's feasibility.
Specifically, the Principals will be required to deposit the sum of
$250,000 from their personal assets (the "New Value") on the
Effective Date in order to maintain positive cash flow during the
term of the Plan and complete plan payments with a resulting
available cash balance of $15,164. The New Value may consist of a
combination of cash and waive of administrative claims arising from
post-petition loans from the Insiders to the Debtor that remain
unpaid at Confirmation. As of April 27, 2018, the balance of unpaid
loans from Insiders is approximately $108,000. The Plan Fund will
commit sufficient sums to pay 100% of Allowed Convenience Claims
and a total of $50,000 to be paid in 4 annual installments of
$12,500 each to be distributed pro rata to Class 6 general
unsecured claimants. The Debtor estimates that the GUC Payments
will result in a distribution to general unsecured claims of
approximately 1-3%. The Plan Projections demonstrate that these
proposed payments to creditors over time are feasible.
The previous plan provided that the Plan Fund will commit
sufficient sums to pay 100% of Allowed Convenience Claims and a
total of $40,000 to be paid in 4 annual installments of $10,000
each to be distributed pro rata to Class 6. The Debtor estimates
that the GUC Payments will result in a distribution to general
unsecured claims of approximately 1% percent. The cash flow
projections demonstrate that these proposed payments to creditors
over time are feasible.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb17-15918-186.pdf
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb17-15918-163.pdf
About Aqua Life Corp.
Aqua Life Corp., which conducts business under the name of
Pinch-A-Penny #43, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 17-15918) on May 10, 2017. The petition was signed by
Raymond E. Ibarra, vice-president. At the time of filing, the
Debtor had $1.07 million in assets and $2.49 million in
liabilities.
The case is assigned to Judge Robert A Mark.
No trustee, examiner or statutory committee has been appointed in
the Debtor's case.
ARCON HOMES: Disclosure Statement Hearing Set for July 26
---------------------------------------------------------
Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania will convene a hearing on July 26,
2018 at 10:00 AM to consider approval of Arcon Homes, LLC's amended
disclosure statement dated May 10, 2018.
June 15, 2018 is fixed as the last day for filing and serving
written objections to the amended disclosure statement.
About Arcon Homes
Arcon Homes, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Pa. Case No. 18-00213) on Jan. 22, 2018. The Debtor's counsel
is Robert E. Chernicoff, Esq., at Cunningham Chernicoff &
Warshawsky, P.C.
ARCON PROPERTIES: July 26 Disclosure Statement Hearing
------------------------------------------------------
Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania will convene a hearing on July 26,
2018 at 10:00 AM to consider approval of Arcon Properties, LLC's
amended disclosure statement dated May 10, 2018.
June 15, 2018 is fixed as the last day for filing and serving
written objections to the amended disclosure statement.
As previously reported by the Troubled Company Reporter, under the
amended plan, the Debtor proposes to pay the secured claim of Iron
Hill Construction Management Co. from a cash infusion, upon a
refinancing by the company or upon a sale of its real property.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/pamb18-00212-86.pdf
About Arcon Properties and Arcon Homes
Arcon Properties, LLC is a Pennsylvania company which commenced
business in April, 2013. It was formed for the purpose of owning a
real property located at 195 Airport Road, Selinsgrove, Snyder
County, Pennsylvania. The real estate was initially to be utilized
as a manufactured building plant and associated offices.
Arcon Homes, LLC was formed for the purpose of owning equipment and
various vehicles and carriers to be utilized in the manufactured
building business. It is a Pennsylvania company, which commenced
business in 2007.
Arcon Properties and Arcon Homes sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Pa. Case Nos. 18-00212 and
18-00213) on January 22, 2018. The petitions were signed by
Merrill D. Miller, Jr., member.
At the time of the filing, Arcon Properties disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Arcon Homes disclosed that it had estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Robert N. Opel II presides over the cases.
The Debtors are represented by Robert E. Chernicoff, Esq., at
Cunningham, Chernicoff & Warshawsky P.C.
ARLINGTON COMPANY: Taps Atty. Melody Genson as Legal Counsel
------------------------------------------------------------
The Arlington Company of Sarasota, Inc., seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to hire
Melody Genson, Esq., as its legal counsel.
Ms. Genson will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The attorney will charge an hourly fee of $350. She received an
initial retainer of $10,000.
In a court filing, Ms. Genson disclosed that she is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Ms. Genson maintains an office at:
Melody Genson, Esq.
2750 Ringling Blvd., Suite 3
Sarasota, FL 34237
Phone: (941) 365-5870
Fax: (941) 365-5872
About The Arlington Company of Sarasota
The Arlington Company of Sarasota, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-04164) on May 21, 2018. At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$500,000.
BLUE COLLAR: Unsecured Creditors to Recover 4.2% Under New Plan
---------------------------------------------------------------
Blue Collar Enterprises, LLC filed with the U.S. Bankruptcy Court
for the Western District of Louisiana a first amended disclosure
statement for its first amended plan of reorganization dated as of
May 8, 2018.
Class 6 under the plan consists of General Unsecured Claims. The
Debtor estimates that the Allowed General Unsecured Claims in Class
6 ranges from approximately $350,000 to $800,000. Each holder of an
Allowed Class 6 Claim will receive such holder's Pro Rata share of
$15,000. If Class 6 votes to confirm the Plan, on the Plan
Effective Date, and as part of the New Equity Consideration: (i)
the Rodrigue Succession will subordinate the Rodrigue Succession
Unsecured Claim to all unsubordinated Claims in Class 6; (ii) GR
Restaurants will subordinate the GR Restaurants Pre-Petition
Unsecured Claim to all unsubordinated Claims in Class 6; and (iii)
Andrew Rodrigue will subordinate the Andrew Rodrigue Unsecured
Claim to all unsubordinated Claims in Class 6. Percentage recovery
if Class 6 votes to accept the Plan (with no distribution to
holders of the subordinated claims) is approximately 4.2%.
The original Plan provided that percentage recovery if Class 6
votes to reject the Plan (with distributions to holders of
subordinated claims) ranges from 4.2% to 1.875%.
Based upon the Debtor's Financial Projections, the Debtor believes
that the Plan meets the feasibility requirement of the Bankruptcy
Code. The Financial Projections also show that the Debtor will have
enough Cash on the Plan Effective Date to pay its obligations under
the Plan.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/lawb18-50447-126.pdf
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/lawb18-50447-127.pdf
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lawb18-50447-25.pdf
About Blue Collar Enterprises
Blue Collar Enterprises, LLC, which conducts business under the
name Blue Dog Cafe -- http://www.bluedogcafe.com/-- is a
restaurant serving Cajun cuisine, Louisiana fusion, steaks and
seafood amidst a private collection of artworks by renowned artist
George Rodrigue (the creator of the iconic Blue Dog). It has two
locations in Lafayette and Lake Charles, Louisiana.
Blue Collar Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 18-50447) on April 11,
2018.
In the petition signed by Stephen Santillo and Andrew Rodrigue,
members, the Debtor disclosed $37,700 in assets and $1.15 million
in liabilities.
Judge Robert Summerhays presides over the case.
BLUE SPRINGS PARTNERS: June 13 Foreclosure Auction Set
------------------------------------------------------
Blue Springs Partners, LP, has been declared in default for
non-payment of debt and its real properties are scheduled to be
sold at a foreclosure auction on June 13, 2018, at 2:00 p.m., at
the northerly front door on the south side of the Jackson County
Courthouse Annex, 308 W. Kansas Avenue, Independence, Missouri.
Proceeds of the sale will be used to satisfy the debt and costs.
The real properties serve as collateral to secure a Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Fixture
Filing, dated as of November 25, 2014, made by Blue Springs
Partners, LP, as Grantor, in favor of L&GST Corporation, as
Original Trustee, for the benefit of PFP Holding Company III, LLC,
as Beneficiary/Lender. The current beneficiary of the Deed of Trust
is PFP III SUB I, LLC, who is also the holder of the Promissory
Note secured by the Deed of Trust.
Jordan L. Glasgow serves as Successor Trustee and may be reached
at:
Jordan L. Glasgow
c/o Dentons US LLP
4520 Main Street, Suite 1100
Kansas City, MO 64111
Telephone: 816-460-2558
E-mail: jordan.glasgow@dentons.com
BOART LONGYEAR: Moody's Alters Outlook to Stable & Affirms Caa2 CFR
-------------------------------------------------------------------
Moody's Investors Service changed Boart Longyear Limited's outlook
to stable from negative. At the same time, Moody's affirmed its
Caa2 Corporate Family Rating (CFR) and Caa2- PD Probability of
Default rating. Moody's also affirmed Boart Longyear Management Pty
Limited's Caa1 senior secured rating and Caa3 senior unsecured
rating. The speculative grade liquidity rating was affirmed at
SGL-3.
"The change in outlook to stable reflects Boart's improving
operating performance and credit metrics that has strengthened its
credit profile within its rating", says Carol Cowan, Moody's Senior
Vice President and lead analyst for Boart. An improving mining
environment and increasing exploration and development activities,
particularly in the gold and copper sectors, has been contributing
to higher drill utilization rates and product sales volume. This,
together with the cost and operational rationalization undertaken
over the past 12 months and the recent debt restructuring, which
resulted in a modest debt reduction and lower interest expense
(interest is PIK) has improved Boart's credit profile, although it
remains weak in its rating category. Near term liquidity is
supported by PIK election for interest on the notes and term loan
as well as the extended debt maturities to 2022 as a result of the
debt restructuring in 2017. Given the need for mining companies,
particularly gold companies, to reinvest in exploration and
development following a number of years of low spending and the
consequent declining production profile for many in the industry,
Moody's expects Boart to continue to evidence slow improvement in
drilling rig utilization rates and earnings. Moody's expects the
improvement to be measured as it expects the mining industry to
continue to be disciplined in its spending and allocation of
capital.
Outlook Actions:
Issuer: Boart Longyear Limited
Outlook, Changed To Stable From Negative
Issuer: Boart Longyear Management Pty Limited
Outlook, Changed To Stable From Negative
Affirmations:
Issuer: Boart Longyear Limited
Probability of Default Rating, Affirmed Caa2-PD
Corporate Family Rating, Affirmed Caa2
Speculative Grade Liquidity Rating, Affirmed SGL-3
Issuer: Boart Longyear Management Pty Limited
Senior Secured Regular Bond/Debenture, Affirmed Caa1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD5)
RATINGS RATIONALE
The Caa2 CFR considers Boart's low earnings, high leverage, and
weak debt protection metrics resulting from the significant fall
off in exploration and development expenditures, particularly by
the gold companies. Gold and copper accounted for approximately 74%
( gold 54% ) of Boart's revenue in its drilling services segment,
the dominant revenue driver for the company. Exploration and
development activities evidenced gradual improvement in 2017 and
expectations are that these will continue through 2018, though in a
measured way as miners continue to maintain cost and investment
discipline given the severe recent downturn. While this has
contributed to better drill utilization rates for Boart that
increased to 43% in 2017 from 32% in 2016, these low levels
continue to constrain the degree of improvement that can be
achieved in the company's earnings and operating performance.
Boart's improved operating performance in 2017 and first quarter of
2018 reflects higher drilling rates, product sales and improved
pricing, particularly in its US and Canadian operations. This,
together with the company's continued focus on costs, operational
rationalization and productivity gains supported EBITDA (on
adjusted basis) growth of 47% in 2017 to $53 million. The
improvement in the credit metrics, in large parts also reflects the
debt restructuring in September 2017 that has reduced leverage as
measured by adjusted debt/EBITDA to 8.7x in 2017 from 13.2x in
2016. The EBITA/interest ratio remains weak, though improved to
0.0x from negative 0.3x in 2016. Moody's expects Boart to continue
to evidence improving trends in its operating performance and
credit metrics over the next 12-18 months, as a favorable mining
environment continues to support increased spending.
The Caa2 CFR also considers the company's position as a leading
global supplier of drilling services and complementary drilling
products, principally to the mineral mining industry, particularly
the gold industry, but also to the mining environment and
infrastructure end markets.
The SGL-3 speculative grade liquidity rating reflects the company's
reduced cash position of $37 million at March 31, 2018 and
availability of $18 million in its asset based lending facility.
Liquidity during the first half of the year is impacted by seasonal
requirements, which typically turn cash positive in the second
half. The recent debt restructuring supports the near term
liquidity profile for the company due to the PIK election on
interest for the term loan, senior secured and unsecured notes,
though beyond 2018 the interest for the senior secured notes will
be on a cash basis.
The Caa1 rating on the senior secured notes reflects their priority
position in the capital structure relative to the amount of
unsecured liabilities. The notes have a first lien on the
non-working capital assets and a third lien on the working capital
assets of the ABL guarantors. This security is shared with the Term
Loan -- tranche B (unrated). The Caa3 rating on the senior
unsecured notes reflects their junior position relative to the
amount of secured debt and priority payables and the higher
likelihood of loss.
The rating could be upgraded if the improving mining environment
continues to increase contributing to further strengthening in
drill utilization rates and profitability in the drilling services
segment and the sales volume in the products segment continues to
rise. Quantitatively, an upgrade would be considered if the company
can sustain Debt/EBITDA below 6.0x and EBIT/interest of at least
0.5x, particularly beyond 2018 as the interest on the secured notes
return to cash basis. The ratings could be downgraded should
liquidity not improve on the seasonal second half working capital
release and contract materially from the current levels.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Salt Lake City, Utah, Boart Longyear Limited is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services and
complimentary drilling products and equipment, principally for the
mining and metals industries. Revenues for the twelve months ended
March 31, 2018 were $763 million. Centerbridge holds 51% of the
voting shares.
BRANDENBURG FAMILY: Cramers Buying Jefferson Property for $218K
---------------------------------------------------------------
The Brandenburg Family Ltd. Partnership seeks approval from the
U.S. Bankruptcy Court for the District of Maryland to sell the real
property and improvements known as 3845 Main Street, Jefferson,
Maryland to Bryson Cramer and Victoria Cramer for $218,000.
The real property owned by the Debtor includes the Property.
On April 19, 2018, the Debtor entered into a Residential Contract
of Sale with the Buyers for the Property in the amount of $218,000,
with $3,000 earnest money deposit. The sale will be free and clear
of liens, claims, encumbrances and interest, with such liens,
claims, encumbrances and interests to be paid from the proceeds of
sale at settlement.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Brandenburg_Family_75_Sales.pdf
The Property is encumbered by a statutory first lien in favor of
Frederick County for unpaid real property taxes in the amount of
$2,583 as of the Petition Date and a consensual first lien in favor
of Middletown Valley Bank in the amount of $173,845 as of the
Petition Date. Further, it is encumbered by a lien in favor of
Fulton Bank, N.A. arising from its judgment entered on Aug. 21,
2017. As a result of its judgment lien, Fulton Bank is owed
approximately $1,183,178.
Frederick County's statutory first lien for unpaid real property
taxes and Middletown Valley Bank's consensual lien will be paid in
full at settlement. Fulton Bank, N.A. has consented to the sale of
the Property, subject to it being paid at settlement the remaining
net sale proceeds after paying outstanding real property taxes and
Middletown Valley Bank's consensual lien.
After payment of costs and expenses of sale, including realtor
commissions, transfer costs, the statutory lien of Frederick
County, and the consensual lien Middletown Valley Bank, there will
be net proceeds of approximately $21,000. These net proceeds are
subject to the lien of Fulton Bank.
The debtor seeks to waive the 14-day stay of Federal Rule of
Bankruptcy Procedure 6004(h), as all parties secured by the
property will be paid at settlement, and the ability to settle at
the earliest date will prevent the continued accrual of interest
and other fees assessed against the Debtor.
The Creditors:
FULTON BANK, NA
One Penn Square
Lancaster, PA 17602
MIDDLETOWN VALLEY BANK
24 West Main Street
P.O. Box 75
Middletown, MD 21769
About The Brandenburg Family
Limited Partnership
Based in Jefferson, Maryland, The Brandenburg Family Limited
Partnership is a Maryland limited partnership that owns parcels of
real property in both Maryland and Pennsylvania.
The Brandenburg Family LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018.
In the petition signed by Dwight C. Brandenburg, managing partner,
the Debtor estimated assets and liabilities of $1 million to $10
million. Judge Thomas J. Catliota presides over the case.
The Debtor hired Mehlman, Greenblatt & Hare, LLC as its legal
counsel, and Squire, Lemkin & Company, LLP as its accountant.
No creditors committee, trustee or examiner has been appointed in
the case.
BRAZILIAN BUFFET: June 12 Plan and Disclosure Statement Hearing
---------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey conditionally approved Brazilian Buffet
LLC's small business disclosure statement to accompany its chapter
11 plan dated May 7, 2018.
June 5, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the Plan, and the last day for filing written acceptances or
rejections of the Plan.
A hearing will be held on June 12, 2018 at 10:00 a.m. for final
approval of the disclosure statement and for confirmation of the
Plan at the US Bankruptcy Court, District of New Jersey, 50 Walnut
Street, Newark, New Jersey in Courtroom 3D.
About Brazilian Buffet LLC
Brazilian Buffet LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 17-26028) on August 8, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Avram D. White, Esq., at the Law Office of Avram D.
White.
BRIDGE ASSOCIATES: Proposes Auction Sale of New York Property
-------------------------------------------------------------
Bridge Associates of SOHO, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of New York to authorize the sale of the real
property commonly known as 99 Vandam St., also known as 533
Greenwich St., New York, New York at auction.
The return date of the Motion is set for June 4, 2018 at 1:30 p.m.
Objections, if any, must be filed at least five days prior the
return date.
The Debtor has remained in possession and management of its
business and affairs. No hearing examiner or trustee has been
appointed and none of its property is in the possession or custody
of any custodian, public officer, mortgagee, pledgee, assignee of
rents, or secured creditor, or agent for any entity, except that
its Property is occupied by at least 13 individuals.
The Occupants have not made rent or use and occupancy payments to
the Debtor or the previous owner of the Property, and upon
information and belief, have not compensated anyone for their use
of the Property in approximately 40 years. Upon information and
belief, the Occupants initially had leases; however those leases
all expired prior to the Debtor obtaining title to the Property in
September 2002.
Furthermore, as of the Filing Date and pursuant to filed proofs of
claim, the Property was encumbered by secured claims totaling
almost $12 million consisting of these filed claims:
(a) Real estate tax liens sold by the New York City Department
of Finance and serviced by MTAG Services, LLC, in the amount of
$3,614,056.
(b) Real estate taxes due to the New York City Department of
Finance in the amount of $121,968.
(c) Balance due on the first mortgage encumbering the Property
currently held by Street Snacks, LLC, in the amount of $6,214,677.
(d) Balance due on the second mortgage encumbering the
Property currently held by York Resources, LLC, in the amount of
$2,029,033.
The sale will be free and clear of any and all liens, claims,
encumbrances, and other interests, with those liens, claims,
encumbrances, and other interests attaching solely to the proceeds
of the sale. The auction sale proposed will be held by an
auctioneer to be retained by the Debtor and after reasonable and
customary advertising so as to ensure the auctions results in the
highest and best possible sales price, will be held at 1:00 p.m. on
Aug. 31, 2018, subject to a reserve price of $12.5 million (Slight
changes may be required to reflect the Debtor's retention of the
auctioneer and the auctioneer's expected buyer's premium. The
Debtor will ask approval of any such changes in conjunction with
its application to retain the auctioneer).
In order to be permitted to bid on the Property, prior to the
commencement of the Auction, each Bidder must deliver to L&A a
certified check or bank check made payable to Lester & Associates,
P.C., as attorney, in the amount of $750,000, which amount will
serve as a partial good faith deposit. The Creditors with claims
secured by the Property will be allowed to credit bid their claims
in the priority and amount as they exist as of the Sale Date.
Within 48 hours after conclusion of the Auction, the Successful
Bidder will deliver to L&A, by certified check or bank check made
payable to Lester & Associates, P.C., as attorney or by wire in
immediately available federal funds, an amount equal to 10% of the
high bid realized at Auction minus the Qualifying Deposit.
At the conclusion of the Auction, Lester will return the qualifying
deposits to all Bidders, except for the Successful Bidder and the
Second Highest Bidder. The Second Highest Bidder's Qualifying
Deposit will be returned within two business days following
approval of the Auction by the Bankruptcy Court via an entered
Order confirming a Chapter 11 plan of liquidation. The Court
Approval Date will be no later than Sept. 15, 2018.
The closing will take place at the offices of Lester & Associates,
P.C., 600 Old Country Road, Suite 229, Garden City, NY, 11530, at a
time and date to be determined by Lester.
The Debtor believes that the sale in accordance with the Terms of
Sale, and ultimately in conjunction with a confirmed plan of
liquidation, would generate the highest possible selling price and
thus, generate the largest recovery for creditors.
A copy of the Bidding procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/Bridge_Associates_34_Sales.pdf
About Bridge Associates of SOHO Inc.
Bridge Associates of SOHO, Inc., is the fee owner of a real
property located at 99 Vandam Street, New York, with a liquidation
value of $7.5 million.
Bridge Associates of SOHO sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-71159) on Feb. 23,
2018. In the petition signed by Adam D. Luckner, president, the
Debtor disclosed $13.98 million in
assets and $12.54 million in liabilities. Judge Robert E. Grossman
presides over the case.
CALUMET SPECIALTY: S&P Raises Sr. Unsecured Notes Rating to 'B-'
----------------------------------------------------------------
S&P Global Ratings said it raised its issue-level rating on Calumet
Specialty Products Partners L.P.'s senior unsecured notes to 'B-'
from 'CCC+', and revised its recovery rating on the notes to '4'
from '5'.
S&P said, "We base this rating action on improved recovery
prospects for noteholders following the company's repayment of its
$400 million in senior secured notes. Calumet sold its Wisconsin
refining assets in late 2017 and indicated it would use proceeds to
repay its secured notes. The transaction has now closed and the
company has repaid the notes. As a result, S&P Global Ratings
expects additional value for unsecured debtholders in the
waterfall.
"A '4' recovery rating indicates our expectation for average
(30%-50%; rounded estimate 35%) recovery in the event of default.
All other ratings on Calumet are unchanged, including our 'B-'
long-term corporate credit rating with a stable outlook on the
company. We have already factored this repayment into our
long-term corporate credit rating and outlook."
RECOVERY ANALYSIS
Key analytical factors
S&P said, "Our simulated default scenario contemplates a default in
2020. Calumet's operating performance deteriorates significantly in
the wake of a protracted economic downturn that causes a sustained
decline in end-market demand for its products and due to downturn
in the fuel segment sector when refinery margins are low and cash
flow is constrained.
"Our default and recovery analysis for refinery companies
recognizes that the sector is capital-intensive, is highly
competitive, and has erratic profitability, with periods of weak or
negative margins based on high fixed costs and fluctuating
commodity input and output prices due to shifting supply and demand
dynamics.
"We value the company's specialty products business using a
two-year average of forecast operations (reflecting their relative
stability) and taking a 40% haircut to the cash flows, then
applying a 5.5x multiple to our estimated EBITDA at emergence for
these businesses.
"For refineries we expect to continue operating, we will generally
value the fixed refinery assets at a multiple of $2,000-$3,000 per
barrel per day (bpd) of throughput capacity, depending on our
assessment of the assets' relative quality. We base our $305
million valuation of Calumet's refinery fixed assets on multiples
in the $2,000-$2,500 per bpd range, and apply a haircut of 70%
because the refining segment contributes only 30% of the
business."
Simulated default assumptions
-- Simulated year of default: 2020
-- Refinery valuation multiple (per bpd): $2,250
Simplified waterfall
-- Gross enterprise value: $674 million
-- Administrative expenses: 5% Net enterprise value: $640 million
-- Value available to unsecured creditors: $640 million
-- Senior unsecured debt: $1,632 million
--Recovery expectations: 30%-50% (rounded estimate 35%)
Rating Raised; Recovery Rating Revised
Calumet Specialty Products Partners L.P.
To From
Senior unsecured notes B- CCC+/Watch Pos
Recovery rating 4 5
CAPITAL VENTURES: June 18 Confirmation Hearing on Competing Plans
-----------------------------------------------------------------
Debtor Capital Ventures, LLC, filed a Fifth Amended disclosure
statement under chapter 11 of the Bankruptcy Code on March 14,
2018. That disclosure statement refers to a Second Amended plan
under chapter 11 that the Debtor filed on October 13, 2017.
Town Bank filed a Revised First Amended disclosure statement on
March 16, 2018. That disclosure statement refers to a First Amended
plan under chapter 11 that Town Bank filed on January 30, 2018.
Judge G. Michael Halfenger of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin approves the disclosure statement the
Debtor filed on March 14, 2018, and the disclosure statement Town
Bank filed on March 16, 2018.
The voting deadline was May 24.
The court will hold a confirmation hearing on the Town Bank and the
Debtor plans on June 18, 2018 and, if necessary, June 20, 2018, at
10:00 a.m. Any objection to confirmation of either plan must be
filed and served on or before June 1. Any response to a
confirmation objection must be filed on or before June 8.
The court will hold a final pretrial hearing on confirmation of the
plans on June 7, at 2:30 p.m. by telephone. All parties who intend
to present evidence and argument at the chapter 11 confirmation
hearing must appear at the final pretrial hearing.
About Capital Ventures
Based in Milwaukee, Wisconsin, Capital Ventures, LLC, filed a
Chapter 11 petition (Bankr. E.D. Wis., Case No. 16-21331) on
February 20, 2016. The Debtor is a Single Asset Real Estate
debtor. The Debtor is represented by Jonathan V. Goodman, Esq., in
Milwaukee, Wisconsin. At the time of filing, the Debtor's
estimated assets and liabilities were $1 million to $10 million.
Anchor Bank had an unsecured claim of $100,000 at the Petition
Date. The petition was signed by Michael A. Gral, general
partner/Co-Trustee.
CARTEL MANAGEMENT: Wins Court Approval of Disclosure Statement
--------------------------------------------------------------
On April 4, 2018, at 2:00 p.m., the U.S. Bankruptcy for the Central
District of California held a hearing to consider the Disclosure
Statement describing Cartel Management, Inc., and Titans of
Mavericks, LLC's joint plan of reorganization. A hearing for the
court to consider confirmation of the Plan was held on May 30.
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.
CASHMAN EQUIPMENT: Proposes a Sale of Vehicles to Employees
-----------------------------------------------------------
Cashman Equipment Corp. filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its (i) proposed sale of
vehicles to its employees at certain release prices; (ii) proposed
public auction of vehicles in the event that one or more of the
employees do not elect to purchase their associated Vehicle at the
release price, the Debtors propose to sell such Vehicles by public
auction; and (ii) proposed private sale of a 1961 Lincoln
Continental through a classic car dealer Skyway Classics for a
minimum price of $12,500.
A hearing on the Motion is set for June 5, 2018 at 11:00 a.m. The
objection deadline is June 4, 2018 at 12:00 noon.
In the event that a public auction of one or more of the Vehicles
is necessary, these procedures will apply to such auction.
a. The Vehicles will be transferred on an "as is, where is,
and how is" basis, without any representation or warranty of any
kind by the Debtors.
b. Pursuant to section 363(f) of the Bankruptcy Code, the
Vehicles will be sold free and clear of any liens, claims,
encumbrances and interests, with such liens, claims, encumbrances
and interests, if any, attaching to the proceeds of such sale to
the same extent, validity and priority as they existed on the date
of the Public Sale.
c. The Debtors reserve the right to reject, in their sole
discretion, any and all bids for the Vehicles.
d. The successful bidder for the Vehicle will tender to the
Debtors a deposit on the day of the auction equal to 25% of its bid
for the Vehicle.
e. The successful bidder will pay the balance of the purchase
price by wire transfer or endorsed bank or certified check prior to
the removal of the Vehicles.
f. Terms for the removal of the Vehicles by the successful
bidder will be announced at the auction. The successful bidder
must comply with the announced terms for removal or will forfeit
the deposit and the right to purchase the Vehicles.
g. To the extent that the Debtors do not consummate a sale to
highest bidder for the Vehicles for any reason, the Debtors may
sell the Vehicles to the second highest bidder for the Vehicle in
their discretion without further Court order.
h. The high bidder for the Vehicles who utilizes a credit card
as payment for the Vehicles will pay a fee of 4% of all payments
made by credit card as part of the purchase price for the
Vehicles.
i. The Debtors, in consultation with their auctioneer, may, at
or before the sale, impose such other and additional terms and
conditions as they determine to be in the best interests of the
Debtors and their estates, creditors and other parties in
interest.
j. Additional terms may be announced by the auctioneer at the
time of the sale.
k. The Court may modify the method of sale set forth herein at
or prior to the hearing on the sale.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CLOVER MERGER: Moody's Lowers CFR to B3, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Clover Merger Sub, Inc.'s
("Clover" or doing business as "Nature's Bounty") Corporate Family
Rating (CFR) to B3 from B2 and Probability of Default Rating (PDR)
to B3-PD from B2-PD. Concurrently, Moody's downgraded the ratings
on Nature's Bounty's senior secured asset based lending revolving
credit facility to Ba2 from Ba1, the 1st lien senior secured term
loan to B3 from B1, and 2nd lien secured term loan to Caa2 from
Caa1.
Subsequent to this action, the CFR and PDR will be withdrawn from
Clover Merger Sub, Inc. and assigned at Alphabet Holding Company,
Inc. Nature's Bounty was a subsidiary of Clover Merger Sub, Inc.
that was assumed by Alphabet Holding Company, Inc. The rating
outlook is negative.
The downgrade of the CFR reflects meaningful downward revenue and
earnings pressure, including the loss of distribution for some key
products at Wal-Mart. Thus, Moody's believes that significant
reductions in leverage will not be forthcoming. With weaker
earnings, Moody's expects adjusted debt to EBITDA to remain above
7.5x for the next 12 months.
The negative outlook reflects Moody's uncertainty regarding
Nature's Bounty's ability to stabilize revenue declines quickly
given the distribution losses and ongoing competitive industry
pressures. In addition, Moody's believes that Nature's Bounty's
operating performance and resulting credit metrics will remain weak
over the next 12-18 months. Continued operating challenges could
lead to further downgrades.
The following is a summary of Moody's rating actions:
Clover Merger Sub, Inc.:
Corporate Family Rating to B3 from B2
Probability of Default Rating to B3-PD from B2- PD
$350 million senior secured asset based lending revolving credit
facility to Ba2 (LGD1) from Ba1 (LDG1);
$1,500 million first lien senior secured term loan to B3 (LGD3)
from B1 (LDG3)
$400 million second lien secured term loan to Caa2 (LGD5) from
Caa1 (LGD5)
Outlook actions:
The rating outlook is negative, from stable.
RATINGS RATIONALE
Nature's Bounty's B3 CFR reflects its moderate scale when compared
to other corporate issuers within the same industry and high
financial leverage of about 7.5x. This high leverage is in part due
to revenue and earnings weakness reflecting distribution losses at
Wal-Mart and lackluster demand for the company's Sundown Naturals
and Body Fortress products. Moody's also believes that the
operating environment of the vitamin, mineral, and nutritional
supplement ("VMNS") industry will continue to be challenging as
competition for market share among existing providers remains
intense and more companies enter the space and launch new products.
Moody's expects competition for consumers and retail distribution
to remain intense as Nature's Bounty continues to shift its VMNS
product portfolio to branded from private label. This will require
continual investments in product marketing and promotions that
create downward pressure on margins.
The rating is supported by the company's portfolio of well-known
brands in its niche space, and good channel diversification, as
well as the growth potential of the VMNS industry. This growth is
due, in part, to the aging population, with older adults consuming
more VMNS products.
The rating could be downgraded if revenues continue to decline, if
operating performance deteriorates, if free cash flow turns
negative, or if liquidity weakens. In addition, the rating could be
downgraded if the company adopts a more aggressive financial policy
with respect to debt-financed acquisitions or dividends to its
financial sponsor.
An upgrade would require a significant improvement in operating
performance, reduction in debt-to-EBITDA to below 6.0x, and
increased free cash flow.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
Nature's Bounty, headquartered in Ronkonkoma, NY, is a manufacturer
and marketer of vitamins, minerals, and nutritional supplements
("VMNS") primarily in the United States. Some of the company's
brands include Nature's Bounty, Sundown and Pure Protein. Nature's
Bounty is a subsidiary of Alphabet Holding Company, Inc. The
company is majority owned by private equity firm KKR with The
Carlyle Group owning a 30% minority interest. The company generates
about $1.8 billion of annual revenues.
COLOR SPOT: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Color Spot Holdings, Inc. (Lead Debtor) 18-11272
27368 Via Industria Suite 201
Temecula, CA 92590
Color Spot Nurseries, Inc. 18-11273
Hines Growers, Inc. 18-11274
Lone Star Growers, Inc. 18-11275
Business Description: Color Spot Nurseries --
http://www.colorspot.com-- specializes in
the distribution of bedding plants,
vegetables, herbs, shrubs, blooming
plants, ground cover, ornamentals & more.
Color Spot also provides in-store
merchandising, product displays, promotional
planning, and product reordering services to
customers including Home Depot, Lowes, Wal-
Mart, K-Mart, Rite-Aid, Kroger, and Orchard
Supply. Founded in 1983 by Michael Vukelich
and Jerry Halamuda, Color Spot Nurseries
operates 9 large-scale nurseries that
comprise over 83 million square feet of
outdoor growing space, over 11 million
square feet of greenhouse space, and over 6
million square feet of shadehouse space.
The Debtors have about 1,600 full-time
employees. Color Spot is headquartered
in Temecula, California.
Chapter 11 Petition Date: May 29, 2018
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Debtors' Counsel: M. Blake Cleary, Esq.
Ryan M. Bartley, Esq.
Sean T. Greecher, Esq.
Jaime Luton Chapman, Esq.
Betsy Feldman, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mbcleary@ycst.com
rbartley@ycst.com
sgreecher@ycst.com
jchapman@ycst.com
bfeldman@ycst.com
Debtors'
Investment
Banker: RAYMOND JAMES & ASSOCIATES, INC.
Debtors'
Claims &
Noticing
Agent and
Administrative
Services
Advisor: EPIQ BANKRUPTCY SOLUTIONS, LLC
Web site: http://dm.epiq11.com/#/case/CPT/info
Estimated Assets: $0 to $50,000
Estimated Liabilities: $100 million to $500 million
The petition was signed by Paul Russo, chief executive officer.
A full-text copy of Color Spot Holdings's petition is available for
free at: http://bankrupt.com/misc/deb18-11272.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Express Seed Company Trade $1,482,266
51051 US Highway 20
Oberlin, OH 44074
Contact: Dave Watt
Tel: 800221-3838
Email: davewatt@expressseed.com
Ball Horticultural Company Trade $1,165,478
622 Town Road
Westchicago, IL 60185-2698
Contact: Todd Billings
Tel: 630588-3143
Email: tbillings@ballhort.com
Nursery Supplies Inc. Trade $1,048,634
1415 Orchard Drive
Chambersburg, PA 17201
Contact: Ken Hebert
Tel: 717263-7780
Email: khebert@nurserysupplies.com
Summit Plastics Trade $1,045,678
1415 Orchard Drive
Chambersburg, PA 17201
Contact: Ken Hebert
Tel: 717263-7780
Email: khebert@nurserysupplies.com
The HC Companies, Inc. - Myers Trade $812,087
15150 Madison Road
Middlefield, OH 44062
Contact: Marty Pierre
Tel: (440) 632-0230 Ext. 1169
Email: mpierre@myerslawnandgarden.com
Container Cetralen Inc. Trade $699,388
855 East Plant Street Suite 1200
Winter Garden, FL 34787
Contact: Sonny Costin
Tel: (866) 498-9363 Ext. 303
Email: sonny.costin@cc-racks.com
Romeo Packing Co. Trade $634,054
106 Princeton Ave
Half Moon Bay, CA 94019-4035
Contact: Joey Romeo
Tel: 650728-3393
Email: romeopacking@sbcglobal.net
John Henry Company Trade $586,604
75 Remittance Dr Suite 3111
Chicago, IL 60675-3111
Contact: Denise Johnson
Tel: 800748-0517
Email: johnhenry.colorsportservice@multipkg.com
Sun Gro Horticulture, Inc. Trade $513,443
28793 Network Place
Chicago, IL 60673-1287
Contact: Andy Krol
Tel: 413523-0715
Email: andy.krol@sungro.com
Abbott IPCO Trade $501,718
10221 Corkwood Rd
Dallas, TX 75238
Contact: Mark Nelson
Tel: 800525-1379
Email: mark@abbott-IPCO.com
BWI Companies, Inc. Trade $488,094
1355 North Kings Highway
Nash, TX 75569
Contact: Clay Wilkerson
Tel: 903838-8561
Email: claywilkerson@bwicompanies.com
Total Quality Logistics LLC Distribution $473,981
4289 Pointe Boulevard
Cincinnati, OH 45245
Contact: Ty Reed
Tel: 513284-4130
Email: tareed@tql.com
Crop Production Services Trade $458,572
1290 Knollwood Circle
Anaheim, CA 92801
Contact: Karen Watts
Tel: 714549-2871
Email: karen.watts@cpsagu.com
Harrells Trade $453,490
720 Kraft Road
Lakeland, FL 33815
Contact: Gary Rust
Tel: 863680-2003
Email: grust@harrells.com
Pelemix Ltd. Trade $386,963
Hawaii Gardens Industrial Zone
Beer Tuvia 05, 83815, Israel
Contact: Eli Shalmon
Tel: 510304-0096
Email: eli.s@pelemix.com
Left Coast Logistics, LLC Distribution $331,750
5775 SW Jean Road Ste 215
Lake Oswego, OR 97035
Contact: Rob Bissell
Tel: (503) 928-8195
Email: rob@leftcoastlogisticsllc.com
Profile Products, LLC Trade $305,349
750 W Lake Cook Road Suite 440
Buffalo Grove, IL 60089
Contact: Cal Stuart
Tel: 847215-3447
Email: cstuart@profileproducts.com
Master Tag Trade $263,648
9751 US Hwy 31
Montague, MI 49437
Contact: David Clark
Tel: 231894-1778
Emai: dclark@mastertag.com
Star Roses & Plants/The Trade $242,367
Email: tbillings@ballhort.com
Integracolor Trade $231,967
Dba Orora Visual TX LL
Email: jdavis@hplprnt.com
Aurora Peat Products ULC Trade $231,294
Email: sales@aurorapeat.com
EZ Shipper Racks, LLC Trade $220,120
Email: rsims@ezrack.com
McConkey Co. Distribution $184,283
Email: d.moeller@mcConkeyco.com
CB Printed Technology Trade $171,300
Email: cameron.mcdaniel@cox.net
East Jordan, Inc. Trade $170,865
Email: mike@ejplastics.com
State Wide Labor Corp. Temp Labor $169,672
Email: statewidelaborcorp@gmail.com
Classic Home & Garden Trade $152,276
Email: roger@classichomeandgarden.com
American Nursery Services Merchandising $142,848
Email: jeff@americannurseryservices.com
Valley Marketing LLC Trade $126,624
Email: ggfoster@comcast.net
CTi International, Ltd. Trade $120,272
Email: scott@centrade.ca
CORE EDUCATION: Ed Tech Buying All Assets for $300K
---------------------------------------------------
Core Education & Consulting Solutions, Inc., asks approval from the
U.S. Bankruptcy Court for the District of New Jersey to sell
substantially all assets to Ed Tech Soft, Inc. for $300,000 plus
accounts receivable minus accounts payable.
The Debtor is indebted to several banks who are participants in a
credit facility agreement dated Jan. 23, 2013 in which Deutsche
Bank AG, Hong Kong Branch ("DBAG") is the lead bank. The
indebtedness owed by the Debtor pursuant to the Facility Agreement
is secured by security interests and collateral as set forth in a
security agreement dated Jan. 23, 2013 between the Debtor and DB
Trustees (Hong Kong) Ltd. as security agent for the benefit of DBAG
and participating lenders. DB Trustees and DBAG hold a first lien
on the Debtor's cash collateral and other assets.
DBAG has filed a proof of claim in the amount of $57,161,355 which
has not been challenged and which the Debtor believes is valid and
accurate. The Debtor is also indebted to Export-Import Bank of
India ("EXIM") in the approximate principal amount of $18 million
pursuant to the First Supplemental Dollar Credit Line Agreement
dated Jan. 25, 2012. The Debtor believes that EXIM may have a
security interest but that its lien, if any, is inferior to that
held by DBAG and is unsecured. EXIM has never challenged the
primacy of the lien held by DBAG.
The Debtor filed a motion for court authorization to utilize cash
collateral and the Debtor and DBAG entered into a consent order
which authorized such use. The Cash Collateral Order provides that
in the absence of a timely objection it would become a final order.
No objections were filed and the Cash Collateral Order is the
final order and the Debtor has operated under its auspices since
the date of its entry.
On Feb. 14, 2018, the Court entered a certain Stipulation and
Consent Order Setting Forth Time Table for Case Progress. The
Timetable Order, inter alia, provided for the resolution of the
Chapter 11 proceeding by a sale of the Debtor's assets, and
approved bidding procedures but provided that the Office of the
United States Trustee may object to the form of the Bidding
Procedures upon the earlier to occur of (i) in the event a motion
to consider amending, supplementing or replacing the bidding
procedures is held, the deadline to file objections to such motion,
or (ii) the deadline to file objection to a motion to approve any
sale of the Debtor's assets or business.
On April 30, 2018, the Debtor filed its Bidding Procedures Motion
asking entry of an order approving bidding procedures to govern the
conduct of an anticipated auction of the Debtor's assets. The
Bidding Procedures was scheduled to be heard on May 15, 2018 at
2:00 p.m. The Timetable Order provided at paragraph K that the
secured claim of DBAG was deemed allowed "in the priority
asserted." Consequently, DBAG holds a valid, first priority
secured claim in all of the Debtor's assets.
The Debtor has entered into an agreement pursuant to which it has
agreed to sell most of its assets to Ed Tech, a Georgia
corporation. Ed Tech has agreed to serve as a "stalking horse" and
the APA acknowledges that there might be an auction for the assets
being sold and that the ultimate purchaser might be Ed Tech or some
other as yet-to-be-identified party who makes a higher and better
offer.
The price being paid pursuant to the APA is a formula: $300,000
plus accounts receivable minus accounts payable. If the closing
were today, the price would be approximately $700,000. The Debtor
asks authorization to sell the Sale Assets free and clear of liens,
claims, encumbrances and interests.
The assets to be sold consist of the following: All assets and
properties of the Debtor, tangible and intangible, including but
not limited to customer contracts, any other contracts serviced by
the Debtor, employees, trademarks, patents, copyrights, goodwill,
interests, royalty, hardware, software, licenses, subscriptions,
domains and URLs of the Debtor, provided, however, that the
following assets are not included: (a) accounts receivable that are
over 180 days overdue; (b) the proceeds of litigation in the New
York Supreme Court, Monroe County, styled Core Education and
Consulting Solutions, Inc., doing business as The Employment Store
vs. Brian Harding, TES Staffing, Inc. Karyn Tellez, Shauna Pelow,
Kristina Davison, and John/Jane Does; Brian Harding and TES
Staffing, Inc. vs. Pankaj Sampat, Murali Peddakotla and Vinita
Bakhshi; Index No. 8039/2016; and (c) the APA and the proceeds to
be paid to the Debtor pursuant thereto.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Core_Education_141_Sales.pdf
The Debtor has engaged in a long campaign in its efforts to find a
buyer for its business. Initially, this was done by the Debtor
itself reaching out to other businesses in the education software
business. More recently, the Debtor retained with Court approval
the firm of Getzler Henrich & Associates, 295 Madison Avenue, New
York as a marketing advisor who has marketed the business.
The Debtor believes it has adequately marketed its business under
the circumstances and that the offer by Ed Tech is fair and
reasonable, particularly in light of the fact that competing bids
are allowed.
Getzler Henrich is entitled to the following compensation:
Investment Banking Fees at hourly rates as specified in the
engagement agreement with the Debtor that was part of the retention
application, plus a success fee based on the consummation of a
sale to an Interested Party, payable in cash, at the time of, as
part of, and as a condition of the closing of such transaction. In
the event a Transaction is not consummated, the Investment Banking
Fees are non-refundable. The Success Fee for the closing of a sale
transaction will consist of both (a) $20,000 plus (b) 15% of Total
Consideration greater than $875,000.
The Debtor is also asking authority to pay Ed Tech a fee to
compensate it if it is not the successful bidder in the amount of
$10,000.
Finally, the Debtor asks that the hearing to approve the sale of
the Sale Assets and the auction should an auction occur all be
scheduled for May 30, 2018. It is simultaneously filing a motion
to shorten time.
About Core Education and
Consulting Solutions Inc.
Core Education and Consulting Solutions Inc., based in Princeton,
New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No.
17-14992) on March 15, 2017.
In the petition signed by Nikhil C. Morsawala, director, the Debtor
disclosed $2.95 million in liabilities.
The Hon. Michael B. Kaplan presides over the case.
Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver,
LLC, serves as bankruptcy counsel.
The Court appointed Getzler Henrich & Associates as a marketing
advisor.
CREEKSIDE HOMES: June 7 Plan Confirmation Hearing
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has
conditionally approved the disclosure statement explaining
Creekside Homes, Inc.'s plan of reorganization. The hearing on the
final approval of the Disclosure Statement and confirmation of the
Plan, at which testimony will be received if offered and
admissible, will be held on June 7, 2018, at 10:00 a.m.
About Creekside Homes
Creekside Homes, Inc., is a small business organization in the home
building industry with its principal place of business located at
219 NE Highway 99W McMinnville, Oregon. It designs, constructs and
remodels houses to clients in Newberg, Forest Grove, McMinnville
City and Sherwood City. It possesses interests in buildings under
construction currently valued at approximately $1 million. It is
licensed with the Oregon Construction Contractors Board.
Creekside Homes sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 17-33893) on Oct. 18,
2017. Andrew Burton, its president, signed the petition. At the
time of the filing, the Debtor disclosed $1.1 million in assets and
$1.13 million in liabilities.
Judge Trish M. Brown presides over the case.
Steven R. Fox, Esq., at Fox Law Corporation, serves as the Debtor's
legal counsel.
CUMULUS MEDIA: Moody's Assigns 'B3' CFR on Bankruptcy Exit Plan
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Cumulus Media New Holdings Inc. (Cumulus) following the
company's plan to emerge from bankruptcy and assigned a B3 rating
to the company's new $1.3 billion first lien senior secured term
loan due 2022. The outlook is stable.
Cumulus filed for Chapter 11 bankruptcy in November 2017. As part
of the reorganization plan, $1,729 million of secured term loans
will be exchanged for $1,300 million of new secured term loans and
83.5% of the equity and $610 million of unsecured notes and other
unsecured claims will be exchanged for 16.5% of the equity upon
exit from bankruptcy. Debt will decrease by over $1 billion as part
of the plan and reduce leverage from 10.8x as of Q1 2018 to 6.1x
upon exit and allow management to focus on continuing to improve
operations with a more sustainable balance sheet.
Moody's took the following rating actions:
Issuer: Cumulus Media New Holdings Inc.
Corporate Family Rating, assigned a B3
Probability of Default Rating, assigned a B3-PD
Speculative Grade Liquidity Rating: assigned SGL-3
$1,300 million 1st Lien Senior Secured Term Loan due May 2022,
assigned a B3 (LGD4)
Outlook is stable
RATINGS RATIONALE
Cumulus' B3 CFR reflects the company's pro forma debt-to-EBITDA
leverage of 6.1x (including Moody's standard adjustments except for
leases; 5.8x including all Moody's adjustments) as of Q1 2018 and
challenging market conditions in the terrestrial radio industry.
The radio industry is being negatively affected by the shift of
advertising dollars to digital mobile and social media as well as
heightened competition for listeners from a number of digital music
providers. Secular pressures and the cyclical nature of radio
advertising demand have the potential to exert substantial pressure
on EBITDA performance over time. The ratings receive support from
Cumulus' portfolio of stations including 441 in 90 different
markets in addition to its Westwood One network that provides
syndicated radio programing to approximately 8,000 other radio
stations. Improved operations following the change in management at
the end of 2015 also support the ratings. Free cash flow as a
percentage of debt is expected to be in the mid single digits with
a portion projected to be used for debt repayment in 2019. Asset
sales may also lead to additional debt reduction over the next
year. Moody's projects debt-to-EBITDA leverage to fall to roughly
5.8x (including Moody's standard adjustments except for leases) by
the end of 2019 factoring in expected debt reduction and an
estimated low single digit EBITDA decline.
The stable outlook reflects Moody's view that revenue and EBITDA
will be relatively flat during 2018 supported by political ad spend
in an election year. Asset sales could reduce the amount of debt
outstanding over the next year, but Moody's expects market
conditions will be more challenging in 2019 due to the decline in
political ad spend in a non-election year and the secular pressures
in the radio industry.
The SGL-3 Speculative Grade Liquidity Rating reflects projections
of approximately $20 to $30 million of cash on the balance sheet
upon exit from bankruptcy as well expectations that Cumulus will
put in place a new $50 million five-year ABL facility that will not
be rated by Moody's. The cash balance was $120 million as of Q1
2018, but debt reorganization costs and an $18 million acquisition
will reduce the cash balance at closing before improving at the end
of 2018. The company is expected to spend approximately $25 million
in capex in 2018 with annual cash interest expense of about $90
million. Free cash flow as a percentage of debt is projected to be
in the mid signal digit range. Asset sale proceeds and a portion of
free cash flow in 2019 are projected to be directed to debt
repayment. The new term loan is expected to be covenant lite.
Moody's expects the company will remain in compliance with its
covenants for its proposed ABL revolver.
An upgrade could occur if the company generated positive organic
revenue growth with stable margins and debt-to-EBITDA leverage
declined below 5.75x (including Moody's standard adjustments except
for leases) on a sustained basis with free cash flow as a
percentage of debt over 5%. A good liquidity position would also be
required. The financial policy of the company would need to be
consistent with a higher rating.
Debt ratings could be downgraded if performance were to deteriorate
due to secular pressures, competition, or economic weakness so that
debt-to-EBITDA leverage increased above 7.5x (including Moody's
standard adjustments except for leases). A deterioration in
liquidity or negative free cash flow could also lead to negative
rating pressure.
Headquartered in Atlanta, GA, Cumulus Media New Holdings Inc. is
one of the largest radio broadcasters in the U.S. with
approximately 441 stations in 90 markets, a nationwide network
serving approximately 8,000 broadcast affiliates and numerous
digital channels. Cumulus filed for Chapter 11 bankruptcy
protection in November 2017. The company reported $1.1 billion of
net revenue during the LTM period ending in Q1 2018.
CYCLONE CATTLE: Committee Taps Sugar Felsenthal as Counsel
----------------------------------------------------------
The official committee of unsecured creditors of Cyclone Cattle,
LLC, seeks approval from the U.S. Bankruptcy Court for the Southern
District of Iowa to hire Sugar Felsenthal Grais & Helsinger LLP as
its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; investigate the Debtor's assets and pre-bankruptcy
conduct; assist in negotiations with the Debtor and creditors;
advise the committee regarding the terms of any asset sale or
bankruptcy plan; and provide other legal services related to the
Debtor's Chapter 11 case.
Sugar Felsenthal will charge for its legal services on an hourly
basis, capping its hourly fees at a blended rate of $400 per hour.
Its hourly rates range from $325 to $725 for attorneys and from
$200 to $285 for paraprofessionals.
The attorneys expected to handle the case are:
Mark Melickian Senior Partner $725
Michael Brandess Partner $515
Jeffrey Goldberg Associate $325
Mark Melickian, Esq., a senior partner at Sugar Felsenthal,
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:
Mark S. Melickian, Esq.
Michael A. Brandess, Esq.
Jeffrey M. Goldberg, Esq.
Sugar Felsenthal Grais & Helsinger LLP
30 N. LaSalle St., Suite 3000
Chicago, IL 60602
Telephone: 312.704.9400
Facsimile: 312.372.7951
E-mail: mmelickian@SFGH.com
E-mail: mbrandess@SFGH.com
E-mail: jgoldberg@SFGH.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, estimating 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, d/b/a Northwest
Financial Consulting, is its financial advisor.
James L. Snyder, Acting U.S. Trustee for Region 12, appointed an
official committee of unsecured creditors on May 1, 2018.
DAVE TAYLOR: Court Approves Disclosure Statement
------------------------------------------------
Chief Judge Robert E. Grant of the U.S. Bankruptcy Court for the
Northern District of Indiana has approved the disclosure statement
explaining Dave Taylor Electric Service, Inc.'s proposed chapter 11
plan.
As previously reported by The Troubled Company Reporter, the Debtor
will collect all retainage due, and any restitution, settlement or
judgment proceeds will be distributed when received to creditors in
priority established by the plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/innb17-40305-64.pdf
Dave Taylor Electric Service, Inc., filed for Chapter 11 bankruptcy
(Bankr. N.D. Ind. Case No. 17-40305) on July 14, 2017, and is
represented by David A. Rosenthal.
DAVID AINSWORTH: Curtis Fox Offers $28K for Two Dirt Scrapers
-------------------------------------------------------------
David W. Ainsworth, Sr. asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the sale of (i) a 2001
Reynolds 12C10 dirt scraper, Serial #32346, and (ii) a 1981
Reynolds 12C dirt scraper, Serial #19046, to Curtis Fox Ranches for
$28,424.
Objections, if any, must be submitted within 21 days from the date
the Motion was served.
The personal property the Debtor wishes to sell consists of a 2001
Reynolds 12C10 dirt scraper that is currently valued at $17,712 and
a 1981 Reynolds dirt scraper currently valued at $10,712.
The proposed purchase price for the dirt scrapers is $28,424. The
sale will be on a "where is, as is basis," with no warranty or
guarantee being provided. There are no titles or liens on the dirt
scrapers. The Debtor negotiated and executed the proposed sale to
the Buyer in good faith, through arm's length negotiations. The
Debtor proposes to sell the dirt scrapers free and clear of all
liens, claims, interests, and encumbrances, with all such liens,
claims, interests, and encumbrances attaching to the proceeds with
the same validity, extent, and priority as otherwise exists.
The price is fair and adequate, and advantageous for the Estate,
especially because the items being purchased are aged beyond their
expected useful life. The Debtor has no need for either of the
dirt scrapers and is unaware of any competing offers. He believes
the proposed purchase price is fair and adequate consideration and
that approving the sale is in his best interests, his estate, and
his creditors.
The Debtor asks that the Court set the matter on an emergency basis
because the prospective purchaser needs the equipment immediately.
If he is not allowed to sell the equipment on an emergency basis,
the Purchaser will procure equipment from another seller and the
Debtor will lose the opportunity to sell idle equipment.
Finally, the Debtor asks that the Order be effective immediately by
providing that the 14-day stay is inapplicable and waived, so that
they may proceed as expeditiously as possible with the sale.
Counsel for Debtor:
Nathaniel Peter Holzer, Esq.
JORDAN HYDEN WOMBLE CULBRETH & HOLZER P.C.
500 North Shoreline Blvd., Suite 900
Corpus Christi, TX 78401
Telephone: (361) 884-5678
Facsimile: (361) 888-5555
E-mail: pholzer@jhwclaw.com
- and -
Kay B. Walker, Esq.
LAW OFFICE OF KAY B. WALKER
615 N. Upper Broadway, Ste. 635
Corpus Christi, TX 78401
Telephone: (361) 533-2476
E-mail: kaywalker@kaywalkerlaw.com
David W. Ainsworth, Sr. sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 17-20418) on Oct. 2, 2017. The Debtor tapped
Nathaniel Peter Holzer, Esq., at jordan Hyden Womble Culbreth &
Holzer PC, as counsel.
DAYTON SUPERIOR: Moody's Reviews B3 Stable for Downgrade
--------------------------------------------------------
Moody's Investors Service placed all of the ratings of Dayton
Superior Corporation on review for downgrade due to weakening
credit metrics.
Dayton, currently rated B3 stable, has demonstrated an inability to
drive revenue growth over the last few years while at the same time
adjusted debt leverage has increased,interest coverage has dropped,
and free cash flow has remained stubbornly negative. Despite having
a diverse product base, the company has remained relatively small
compared to other rated companies in this rating category.
Issuer: Dayton Superior Corporation
On Review for Downgrade:
Probability of Default Rating, Placed on Review for Downgrade,
currently B3-PD
Corporate Family Rating, Placed on Review for Downgrade,
currently B3
Sr Sec Term Loan, Placed on Review for Downgrade, currently Caa1
(LGD4)
Outlook Actions:
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
Dayton's year-end 2017 financials will assist in Moody's review of
the company's performance and key credit metrics. Currently, the
company's metrics are showing signs of strain due to sales decline
and a lower operating margin. As of the trailing 12 months ended
September 30, 2017, Dayton's adjusted debt-to-EBITDA has increased
to above 6.0x, interest coverage has fallen below 1.0x, and the
company's liquidity profile has deteriorated. The review will focus
on Dayton's plans to address its weak operating performance and
liquidity profile.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Headquartered in Miamisburg, Ohio, Dayton Superior Corporation
("Dayton Superior") is a leading North American manufacturer and
distributor of metal accessories and forms used in concrete
construction. The company's products are sold to non-residential
construction end markets, including infrastructure, institutional,
and commercial and industrial segments. Oaktree Capital is the
sponsor. All calculations include Moody's standard adjustments.
DISH DBS: Moody's Assigns B1 CFR & Cuts Notes Rating to B1
----------------------------------------------------------
Moody's Investors Service downgraded DISH Network Corporation's
("DISH") wholly owned subsidiary, DISH DBS Corporation's ("DISH
DBS") notes to B1 from Ba3 and assigned DISH DBS a B1 Corporate
Family Rating (CFR) and a Ba3-PD probability of default rating.
Also, Moody's confirmed DISH's Ba3 convertible notes ratings and
CFR, and Ba2-PD probability of default rating. Moody's upgraded
DISH's speculative grade liquidity rating to SGL-2 and changed the
outlook to stable. This concludes the review for downgrade
initiated on February 21, 2018.
Assignments:
Issuer: Dish DBS Corporation
Probability of Default Rating, Assigned Ba3-PD
Corporate Family Rating, Assigned B1
Confirmations:
Issuer: Dish Network Corporation
Probability of Default Rating, Confirmed at Ba2-PD
Corporate Family Rating, Confirmed at Ba3
Senior Unsecured Conv./Exch. Bond/Debentures, Confirmed at Ba3
(LGD5)
Downgrades:
Issuer: Dish DBS Corporation
Senior Unsecured Regular Bond/Debentures, Downgraded to B1 (LGD4)
from Ba3 (LGD4)
Upgrades:
Issuer: Dish Network Corporation
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Outlook Actions:
Issuer: Dish DBS Corporation
Outlook, Changed To Stable From Rating Under Review
Issuer: Dish Network Corporation
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The downgrade was a result of the weakening subscriber and
operating performance at DISH DBS due to secular pressure in the
traditional bundled US pay TV industry broadly. Moody's believes
that DISH DBS is in harvest mode now and will focus on retention
and cost savings rather than growth, and using strong free cash
flows still being generated to use for debt repayment to mitigate
declining subscriber and EBITDA, and to provide liquidity to DISH
overall. Moody's believes that subscriber losses will continue,
though not necessarily at the same rate as recent years, but there
is increased risk that debt reduction cannot pace these losses in
future years, particularly in years where debt maturities exceed $1
billion and particularly if cash flow can be stabilized. Moody's
anticipates management will endeavor to both forestall the secular
pressure and to reduce costs. But as DISH DBS bondholders have no
recourse to DISH's valuable wireless spectrum assets, bondholder's
reliance on the considerable value of those assets to repay larger
maturities of debt is at the discretion of the controlling
shareholder, Charlie Ergen. Moody's believes that liquidity remains
strong in the near-term. Moody's expects that there will be no need
to raise debt through at least the end of 2019, and cash balances
and cash flow generation will be sufficient to meet debt maturities
during that period. Moody's also believes that there are sufficient
capital on hand for DISH's narrowband wireless spectrum build out
over the next two years to meet the FCC's minimum requirements by
2021, so Moody's does not believe that the licenses will be at any
risk. Beyond 2019, there remain uncertainties including the rate of
subscriber decline, and whether management might raise additional
capital at DISH to repay any deficits in cash flow to meet
longer-term debt maturities.
The DISH ratings confirmations are based upon the significant value
of the wireless spectrum that it holds in addition to its ownership
of DISH DBS. Moody's believes that the moderate amount of debt
relative to the many multiples of asset value support the higher
credit rating relative to stand-alone DISH DBS, so long as it
maintains adequate liquidity. Moody's expects that the company will
easily fund its phase I build out to meet the FCC license
requirements, but phase II, which includes building out a state of
the art ubiquitous Internet of Things (IOT) wireless 5G grid,
starting in large and more populous metro areas, will be too costly
for DISH to fund independently. Therefore, either a full or partial
sale, lease, or partnership(s) will be necessary over the next few
years with a deep pocketed strategic player in need of a state of
the art 5G network in order to see Ergen's vision be successful.
Moody's believes that capital is the primary constraint for that
vision today, and lifting that constraint could very well result in
a state of the art, capacity unburdened, 5G network that would be
compelling for many industries looking to take advantage of the
nearly unlimited opportunities in an IOT world.
DISH SGL-2 liquidity rating reflects the company's pro forma cash
balance of around $1 billion (pro forma for the recent April 2018
debt maturity of $1 billion) and expected annual free cash flow of
around $1 billion. Moody's expects these sources to fund upcoming
debt maturities, as well as provide capital for the build-out of
its spectrum assets over the next 12-18 months. The company does
not have a revolving credit facility, so balance sheet cash is
important for any near-term maturities (next maturity is September
2019). The company has a large amount of spectrum assets that
Moody's believes has the ability to be borrowed against and
provides the company with an alternate source of liquidity.
The stable rating outlook reflects expectations for continued
strong free cash flow generation within its core video business and
sizeable, though declining subscriber base, and adequate liquidity
at both DISH and DISH DBS. Moody's expects DISH to continue to lose
subscribers and maintain the business to generate free cash flow
for its wireless initiatives. The company has event risk in related
to the potential liability stemming from the AWS-3 re-auction,
although Moody's does not expect it to be resolved within the next
12-18 months.
Upward rating movement could occur for DISH should leverage be
sustained at or below 4.0x (including Moody's adjustments) and if
it gains a highly rated strategic partner providing the capital to
build a state of the art IOT network. For DISH DBS, a rating
upgrade is unlikely, but there would need to be increased
understanding of the company's next strategic steps with regard to
its wireless strategy, how it plans to use its cash balance, and if
its creditors have recourse to its current and future wireless
assets. Also, leverage would need to be under 3.5x assuming the
secular pressure on subscriber levels continues to be moderate.
DISH's ratings may be downgraded if it engages in acquisitions and
investments such that consolidated leverage is sustained over 6.0x
(including Moody's adjustments), and there is no definitive
agreement with a large highly rated strategic partner to fund the
IOT phase II build-out. DISH DBS ratings could be downgraded if
leverage is sustained over 4.5x at DISH DBS beyond 2019. In
addition, worsening satellite subscriber loss trends to above 6%
per annum, multiple satellite failures that cannot be mitigated
with backup transponders or capacity constraints that affect the
company's ability to provide a competitive service could also have
negative rating implications. Either DISH or DISH DBS ratings could
face a downgrade if liquidity is less than adequate.
DISH DBS Corporation is a wholly owned subsidiary of DISH Network
Corporation and is a direct broadcast satellite pay-TV provider and
Internet pay TV provider via its SLING TV operation, with about
13.2 million subscribers as of 12/31/17. Revenue for fiscal year
2017 was $14.4 billion, down from $15.2 for the previous comparable
year.
DITECH HOLDING: Delays Quarterly Report, Gets NYSE Warning
----------------------------------------------------------
Ditech Holding Corporation on May 22, 2018, received a notice from
the New York Stock Exchange indicating that the Company is not in
compliance with the NYSE's continued listing requirements under the
timely filing criteria in Section 802.01E of the NYSE Listed
Company Manual as a result of the Company's failure to timely file
its Quarterly Report on Form 10-Q for the period ended March 31,
2018.
As reported by the Company in its Form 12b-25 filed with the
Securities and Exchange Commission on May 16, 2018, the Company was
unable to file its Form 10-Q within the prescribed time period
without unreasonable effort or expense due to various factors, such
as the timing of the filing of the Company's Form 10-K for the
fiscal year ended December 31, 2017, as well as certain accounting
and financial reporting matters, including the application of fresh
start accounting in connection with the Company's emergence from
Chapter 11 Bankruptcy on February 9, 2018, which resulted in the
Company requiring additional time to complete its financial closing
procedures and, as a result, its independent registered public
accounting firm requiring additional time to complete the interim
review of the Company's consolidated financial statements as of and
for the period ended March 31, 2018.
The NYSE informed the Company that, under the NYSE's rules, the
Company will have six months from May 21, 2018 to file the Form
10-Q with the SEC. The Company can regain compliance with the
NYSE's continued listing requirements pertaining to timely filings
at any time before that date by filing the Form 10-Q with the SEC.
If the Company fails to file the Form 10-Q before the NYSE's
compliance deadline, the NYSE may grant, at its sole discretion, an
extension of up to six additional months for the Company to regain
compliance, depending on the specific circumstances. However,
regardless of these procedures, the NYSE may commence delisting
procedures at any time during the period that is available to
complete the filing, if circumstances warrant. The Company
continues to work diligently to complete its Form 10-Q, which it
anticipates filing with the SEC as soon as reasonably practicable.
On August 11, 2017, the Company received written notification from
the NYSE that it was considered to be out of compliance with a
separate continued listing standard because the Company's average
global market capitalization over a consecutive 30 trading-day
period had fallen below $50.0 million at the same time as its
stockholders' equity was below $50.0 million, and the Company has
not yet regained compliance with this listing standard.
The Company is working with the NYSE to maintain the listing of its
common stock on the NYSE, but no assurance can be given that it
will be successful in doing so.
In the FORM 12b-25 Report, Ditech's Chief Financial Officer CFO
Gerald A. Lombardo said the Company met the conditions to qualify
under GAAP for fresh start accounting, and accordingly adopted
fresh start accounting effective February 10, 2018. GAAP requires
the Company to report its results separately as the period
subsequent to emergence (Successor), which is the period from
February 10, 2018 through March 31, 2018, and the period prior to
emergence (Predecessor), which is the period from January 1, 2018
through February 9, 2018.
According to the report, Ditech recorded a GAAP pre-tax loss of
approximately $44 million for the period from February 10, 2018
through March 31, 2018, which included a $6 million loss related to
changes in valuation inputs or other assumptions affecting the fair
value of servicing rights, and a pre-tax income of approximately
$577 million for the period from January 1, 2018 through February
9, 2018, which included a $78 million gain related to changes in
valuation inputs or other assumptions affecting the fair value of
servicing rights. On a combined basis, the Company recorded a GAAP
pre-tax income of approximately $533 million for the combined three
months ended March 31, 2018 as compared to a GAAP pre-tax income of
$4 million for the three months ended March 31, 2017.
Ditech said total revenues were approximately $278 million for the
combined three months ended March 31, 2018, which represented an
increase of $33 million as compared to the same period of 2017. The
increase in revenue reflects an increase of approximately $64
million in net servicing revenue and fees, partially offset by a
decrease of approximately $18 million in net gains on sales of
loans and a decrease of approximately $7 million in interest income
on loans. The increase in net servicing revenue and fees was driven
by an increase of approximately $98 million related to fair value
adjustments to servicing rights, partially offset by approximately
$28 million in lower servicing fees.
Total expenses were approximately $269 million for the combined
three months ended March 31, 2018, which represented a decrease of
approximately $44 million as compared to the same period of 2017.
Total other gains were approximately $524 million for the combined
three months ended March 31, 2018, driven by reorganization items
directly attributable to the Chapter 11 Case from which the Company
emerged in the first quarter of 2018.
About Ditech Holding
Ditech Holding Corporation (NYSE: DHCP) --
http://www.ditechholding.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. Based in Fort Washington, Pennsylvania, the Company has
approximately 3,800 employees and services a diverse loan
portfolio.
Ditech is the successor entity to Walter Investment Management
Corp., which commenced a prepackaged Chapter 11 proceeding (Bankr.
S.D.N.Y. Lead Case No. 17-13446) on November 30, 2017, with a plan
of reorganization where the Company committed to reduce its
outstanding corporate debt by approximately $806 million through a
combination of cancellation of debt ($531 million) and principal
pay-downs ($275 million). The Chapter 11 petition listed the
Debtors' total assets at $14.97 billion and total debt at $15.21
billion as of Sept. 30, 2017. Walter Investment emerged from
Chapter 11 protection on Feb. 9, 2018, changing its name to Ditech
Holding Corporation.
Weil, Gotshal & Manges LLP served as Chapter 11 counsel to the
Debtors, Houlihan Lokey served as their investment banker, and
Alvarez & Marsal North America, LLC as their financial advisor.
The Debtor's claims and noticing agent was Prime Clerk LLC. The
consenting term lenders were represented by Kirkland & Ellis LLP as
counsel and FTI Consulting as financing adviser, and the consenting
senior noteholders were represented by Milbank Tweed as counsel and
Moelis & Company as financial adviser. The bankruptcy cases were
assigned to Hon. James L. Garrity Jr.
Following emergence, Moody's Investors Service affirmed Ditech's
Senior Secured Term Loan Rating at Caa2 and upgraded the Corporate
Family Rating to Caa2 from Caa3 and withdrew the company's Senior
Unsecured Debt Rating. S&P Global Ratings said it raised its
long-term issuer credit rating on Ditech Holdings Corp. to 'CCC+'
from 'D'.
Moody's said the Caa2 ratings reflect that even post-bankruptcy the
company has a very low level of tangible equity and it is uncertain
when the company will be able to become sustainably profitable.
According to S&P, after emerging from bankruptcy, Ditech has
afforded itself some additional time to implement a turnaround
strategy but the company is still relatively dependent on favorable
business, financial, and economic conditions to meet financial
commitments in the long term.
DOAKES ENTERPRISES: Court Approves Disclosures, Confirms Ch.11 Plan
-------------------------------------------------------------------
Judge Janice D. Loyd of the U.S. Bankruptcy Court for the Western
District of Oklahoma has confirmed the Amended Chapter 11 Plan
filed by Doakes Enterprises, LLC, d/b/a Accelerated Learning
Center, and approved the disclosure statement explaining the Plan.
The Debtor appears in person and by counsel Michael Rose, and the
Office of the United States Trustee appears by its attorney
Marjorie Creasey.
The Court, having reviewed the Plan and Disclosure Statement, and
considering the evidence offered by Debtor, determined that its
Chapter 11 Plan will be confirmed and its Chapter 11 Disclosure
Statement will be approved pursuant to Section 1129 of the
Bankruptcy Code, with the following provisions:
* First, the Internal Revenue Service will be paid 4% interest
on its secured claim;
* Second, the IRS will retain its lien until completion of the
plan; and
* Third, the statutes of limitations on collection of amounts
owed to the IRS will be suspended pursuant to IRC 6503(h)(2).
The Court further ordered that, pursuant to Section 1106(a)(7) and
Fed. R. Bank. P. 3022, upon the substantial consummation of the
Plan and administration of the estate, the Debtor is required to
file with the Court Clerk and serve on all interested parties, a
Final Report and Request for Final Decree. If after the expiration
of six months the Debtor does not believe it has substantially
consummated the Plan, a Status Report must be filed to inform the
Court and interested parties of: first, the progress and status of
the Plan to date; second, why the filing of the final report and
request for final decree cannot be made at this time; and third,
the date that the final report and request for final decree will be
filed.
About Doakes Enterprises
Doakes Enterprises, LLC, is a daycare business with two locations
in the Del City/Southeast Oklahoma City area. Doakes Enterprises,
LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Okla. Case No. 17-12960) on July 24, 2017. Ternassia
Doakes, its president, signed the petition. At the time of the
filing, the Debtor estimated assets and liabilities of less than
$50,000.
DOWN HOUSE: Court Confirms Fifth Amended Reorganization Plan
------------------------------------------------------------
Bankruptcy Judge Marvin Isgur issued an order approving Down House
Ventures, LLC's fifth amended disclosure statement and confirming
its fifth amended plan of reorganization dated April 9, 2018.
Based on the agreement of the Debtor and the IRS, and no other
party having any objection to such agreement as announced between
the Debtor and the IRS, the Court has determined after hearing on
notice that the disclosure statement contains adequate information
as required by 11 U.S.C. section 1125, and that the requirements
for confirmation set forth in 11 U.S.C. section 1129 (a) have been
satisfied.
The Court confirms the fifth amended plan (consolidated with the
disclosure statement) with the following changes:
(a) The Debtor must pay interest on the priority unsecured claim
of the Internal Revenue Service at the rate of 5% per annum;
(b) The Debtor must pay interest on the general unsecured claim
of the Internal Revenue Service at the rate of 5% per annum;
(c) The Debtor must begin making payments toward the Class 2
priority claim of the Internal Revenue Service on or before July
15, 2018. Payments must be made on or before the 15th day of each
month thereafter, and payments must be in an amount of not less
than $5,351.35 per month. The Debtor must pay the Class 2 priority
claim of the Internal Revenue Service in full including accrued
interest no later than April 4, 2022;
(d) The Debtor must begin making payments toward the general
unsecured claim of the Internal Revenue Service on or before July
15, 2018. The general unsecured claim of the Internal Revenue
Service will not be paid in accordance with the provisions in Class
9 but at a set amount of $1,000 per month. Payments must be made on
or before the 15th day of each month thereafter. The Debtor must
pay the general unsecured claim of the Internal Revenue Service in
full including accrued interest no later than Dec. 15, 2023.
The Troubled Company Reporter previously reported that the Debtor
will pay unsecured creditors 100% of their allowed claims at 4% per
annum under the fifth amended plan.
A full-text copy of the Fifth Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txsb17-32089-114.pdf
About Down House Ventures
Down House Ventures, LLC, based in Houston, Texas, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 17-32089) on April 4, 2017.
The Debtor owns and operates Down House, a neighborhood restaurant
in the Heights area of Houston at 1801 Yale. In its petition, the
Debtor estimated $1 million to $10 million in both assets and
liabilities. The petition was signed by Chris Cusack, president.
The Hon. Jeff Bohm presides over the case. Reese W. Baker, Esq., at
Baker & Associates, LLP, serves as bankruptcy counsel. The Debtor
hired Debbie Filipovitch of Amorcil Business Group, LLC as its
bookkeeper.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Down House Ventures, LLC.
EAGLE REBAR: HD Supply Buying 40-Foot Trailer for $6K
-----------------------------------------------------
Eagle Rebar and Cable Co., Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to sell a
40-foot trailer (VIN 16VGX4024D2687405) outside the ordinary course
of business to HD Supply/White Cap for $6,000.
The Debtor has made the decision to liquidate the Equipment that it
owns. It has made the decision that liquidation of the trailer is
in its best interest and in the best interest of all creditors for
$6,000. The fair market value of the Equipment is $6,000.
The Purchaser is a good faith purchaser and the sale transaction is
an arms-length transaction, for cash. The Debtor asks authority of
the court to execute such bill of sale, transfer of title or other
related documents which are reasonably necessary to consummate and
close the sale of the Equipment. There are no valid liens, claims
and security interests in, to or upon the Equipment.
The Debtor asks that the Court approves the sale for the fair,
reasonable and appropriate contract price of $6,000, free and clear
of all liens, claims and interests.
About Eagle Rebar and Cable
Eagle Rebar and Cable Co., Inc., is a privately held steel erecting
company in Gulfport, Mississippi. Eagle Rebar and Cable filed a
Chapter 11 petition (Bankr. S.D. Miss. Case No. 18-50328) on Feb.
23, 2018, estimating $1 million to $10 million in assets and
liabilities. Billy R. Moore, director/vice president, signed the
petition. The case is assigned to Judge Katharine M. Samson.
Craig M. Geno, Esq., at Craig M. Geno, PPLC, is the Debtor's
counsel.
EAST NY REALTY: June 6 Plan Confirmation Hearing
------------------------------------------------
A hearing will be held before the Honorable Carla E. Craig, Chief
United States Bankruptcy Judge of the U.S. Bankruptcy Court for the
Eastern District of New York to consider approval of the disclosure
statement explaining East NY Realty II, Inc.'s plan of
reorganization on June 6, 2018 at 2:30 p.m., prevailing Eastern
Time. The deadline for filing objections to the Disclosure
Statement is May 30, 2018.
As previously reported by The Troubled Company Reporter, the Debtor
owns certain improved real property located at 633 East New York
Avenue, Apt 4R, Brooklyn, New York (the "Real Property"). The
Debtor's Plan is premised upon the Bankruptcy Court's approval to
fix Deutsche Bank's secured claim pursuant to Bankruptcy Code
Section 506(a)(1).
The Debtor seeks to value Deutsche Bank's interest in the Property
at $510,000 for the purpose of its treatment in the Debtors'
Chapter 11 Plan based on Section 506(a)(1). The Debtor will pay
Deutsche Bank its fixed claim in full within 90 days of the
Effective Date. The unsecured part of the loan will be treated as
an unsecured class.
In the alternative, the Owner of the Debtor will pay Deutsche Bank
$100,000 in Cash within 60 days of the Effective date, and pay the
fixed mortgage balance of $410,000, at the interest rate of 6.00%,
for a term of 270 months. The unsecured part of the loan will be
treated as an unsecured class.
A full-text copy of the Disclosure Statement dated March 21, 2018,
is available at:
http://bankrupt.com/misc/nyeb17-44751-48.pdf
About East NY Realty II Inc.
East NY Realty II Inc. owns a single-residential condo unit located
at 633 East New York Avenue, Unit 4R, Brooklyn, New York.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-44751) on Sept. 14, 2017. Yona
Gelernter, authorized representative, signed the petition. At the
time of the filing, the Debtor estimated assets and liabilities of
less than $500,000. Judge Carla E. Craig presides over the case.
The Debtor is represented by Kamilla Mishiyeva, Esq., at Mishiyeva
Law, PLLC, in New York.
ELECTRONIC SERVICE: Unsecureds to be Paid 9.79% Under Plan
----------------------------------------------------------
Electronic Service Products Corp. filed with the U.S. Bankruptcy
Court for the District of Connecticut a small business disclosure
statement, dated May 8, 2018, for its chapter 11 plan filed on
March 7, 2018.
The scheduled percentage of payout to unsecured creditors is 9.79%.
The total payout to unsecured creditors will be $141,099.02.
Payments to unsecured creditors will begin 30 days after
confirmation of the plan with monthly payouts that exceed $100
being distributed monthly and payments of less than $100 being
distributed quarterly.
Payments and distributions under the plan will be funded by monthly
operating surplus as it is generated from ongoing business
activities of the Debtor.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ctb17-30704-101.pdf
About Electronic Service Products
Founded in 1992, Electronic Service Products Corporation is engaged
in the wholesale distribution of electronic parts and electronic
communications equipment.
Electronic Service Products filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 17-30704) on May 12, 2017. In the petition signed
by William Hrubiec, its president, the Debtor estimated $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Ann M. Nevins. The Debtor tapped
William E. Carter, Esq., at the Law Office of William E. Carter,
LLC, as counsel.
ELWOOD ENERGY: S&P Raises Sec. Notes Rating to BB, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Elwood Energy
LLC's fixed-rate, fully amortizing senior secured note issuance due
2026 to 'BB' from 'BB-'. The outlook is stable. The recovery rating
is unchanged at '1', indicating S&P's expectation of very high
(90%-100%; rounded estimate: 95%) recovery in the event of
default.
S&P said, "In addition to relatively consistent debt service
coverage ratios (DSCRs) the upgrade reflects a revision in the
operations phase business assessment (OPBA) to '8' from '9', which
follows us revising our market risk assessment to '3' from '4'. The
decline in market risk reflects that only 3.5 years of capacity
prices are uncleared before full amortization, compared with 4.5
years a year earlier. This means that the decline in cash flow
available for debt service from the base-case scenario to the
market downside-case scenario has dropped to 23% this year, which
corresponds to low market risk; this compares with 32% a year
earlier, which corresponded to moderate market risk. This
improvement is primarily responsible for the upgrade. For an OPBA
of '8', a minimum DSCR of 1.58x, and an average DSCR of 2.68x
(excluding the very high last period as an outlier) under our
base-case scenario map to a 'bb' preliminary SACP.
"The stable outlook reflects consistent operations and that
although we expect somewhat diminished cash flows due to increased
capital expenditure and amortization, we forecast coverage ratios
to be relatively high at average 2.68x. In addition, the fully
amortizing debt profile is a credit positive.
"We could lower the ratings if the project experiences
lower-than-forecast energy revenues and capacity prices. This could
occur if peak energy prices decline or demand growth in ComEd slows
or if there is an influx of additional generating capacity. More
specifically, this would occur if the minimum DSCR drops and stays
below 1.52x.
"We could raise the ratings if financial performance improved
significantly, most likely caused by PJM capacity prices that well
exceed our assumptions, leading to minimum DSCRs consistently above
1.63x."
ENTERPRISE BUSINESS: June 21 Disclosure Statement Hearing
---------------------------------------------------------
A hearing on approval of the disclosure statement explaining
Enterprise Business Corporation's amended plan of reorganization is
scheduled for June 21, 2018, at 9:30 A.M., at the U.S. Bankruptcy
Court for the District of Puerto Rico. Objections to the form and
content of the disclosure statement should be in writing and filed
with the court and served upon parties in interest at their address
of record not less than fourteen (14) days prior to the hearing.
As previously reported by The Troubled Company Reporter, since the
filing of the bankruptcy petition the Debtor has engaged in
settlement conversations with its main secured creditor, Triangle
Cayman Asset Company 2 in order to be able to provide treatment to
the secured claim in a fashion acceptable to Triangle which would
lead to a more expeditious confirmation of the proposed Plan of
Reorganization. After multiple discussions, the parties were able
to reach an agreement for the treatment of Triangle's claim. The
same was filed on March 14, 2018, and approved by the Court of
April 13, 2018.
Triangle's secured claims are classified in Class 6 and 7 under the
plan. The Debtor proposes to pay Triangle's secured claims as per
the terms and conditions of the Settlement Agreement approved by
the Bankruptcy Court.
Class 9 under the plan consists of the general unsecured claims
including deficiency claims. As of this date claims have been filed
under this class in the amount of $599,475.55, including the
deficiency claim of Triangle in the amount of $591,474.55. Members
of this class shall be paid 5% of their allowed claims in 60 equal
consecutive monthly installments from the Effective Date.
The proposed plan will be funded with Debtor's own assets, the
surrendering or sale of the real property as per the agreement
being negotiated with Triangle, the collection of any account
receivables, Debtor's cash in bank and funds from Debtor's
post-petition operations. Debtor's shareholders will provide
additional capital input to fund the plan, namely the payment to
administrative claims, general unsecured creditors and priority
creditors. In the event an agreement with Triangle is reached,
Debtor's shareholders will acquire Property 30835.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb17-05940-11-57.pdf
A full-text copy of the Amended Plan of Reorganization is available
at:
http://bankrupt.com/misc/prb17-05940-11-58.pdf
About Enterprise Business
Enterprise Business, Corp., owns a fee simple interest in a single
story building located at Sabalos Ward (Folio 149, Tomo 1024 De
Mayaguez) valued at $310,000. It is also the fee simple owner of a
car wash located at Betances Street (Folio 26, Tomo 1535, De
Mayaguez) valued at $471,000.
The Company previously sought bankruptcy protection on Sept. 21,
2015 (Bankr. D.P.R. Case No. 15-07259) and Dec. 17, 2013 (Bankr.
D.P.R. Case No. 13-10452).
Enterprise Business Corporation, based in Mayaguez, Puerto Rico,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-05940) on
Aug. 23, 2017. In the petition signed by Ivan Torres Nazario,
president, the Debtor disclosed $1.03 million in assets and $1.37
million in liabilities. Carmen D Conde Torres, Esq., at C. Conde &
Assoc., serves as the Debtor's bankruptcy counsel.
EV ENERGY PARTNERS: Court Confirms Prepackaged Ch. 11 Plan
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has approved the disclosure statement and
confirmed EV Energy Partners, L.P., et al.'s first modified joint
prepackaged Chapter 11 plan of reorganization.
Prior to the hearing on the Disclosure Statement and the Plan, the
United States Securities and Exchange Commission objects to the
approval of the disclosure statement and confirmation of the joint
prepackaged chapter 11 plan of EV Energy Partners, L.P. and its
affiliated debtors dated March 14, 2018.
The Plan contains a third party release, which releases claims
against: (a) the Debtors or the reorganized Debtors; (b) the senior
noteholders; (c) the indenture trustee; (d) the ad hoc committee of
senior noteholders; (e) the RBL lenders that are parties to the
restructuring support agreement; (f) the RBL agent; (g) the amended
RBL credit facility agent; (h) non-Debtors EnerVest, Ltd. and
EnerVest Operating, L.L.C.; and (i) such entities' related parties,
including their professionals, and current and former officers and
directors. The Non-Debtor Release is for any and all claims and
causes of action and a wide range of other obligations but excludes
claims arising from willful misconduct, fraud, and gross
negligence.
The Non-Debtor Release binds holders of claims and interests who:
(i) vote in favor of the Plan; (ii) are deemed to have voted in
favor of the Plan because they are unimpaired; (iii) reject or are
deemed to reject the Plan but fail to opt out of the Non-Debtor
Release by filing a timely objection to the Non-Debtor Release; or
(iv) abstain from voting on the Plan or otherwise fail to return a
ballot and fail to opt out of the Non- Debtor Release by filing a
timely objection to the Non-Debtor Release.
The exculpation provision provides that exculpated parties will
have no liability to creditors and interests holders for acts or
omissions taken in connection with prepetition restructuring
efforts and the bankruptcy case, although actual fraud, willful
misconduct, and gross negligence are carved out.
The Commission objects to confirmation of the Plan because it would
release the liability of, and permanently enjoin actions against,
non-debtor third parties in contravention of Sections 524(e) and
1123(a)(4) of 11 U.S.C. section 101, et seq. As a general matter,
nondebtor third party releases contravene Section 524(e) of the
Bankruptcy Code, which provides that only debts of the debtor are
affected by Chapter 11 discharge provisions. Such releases have
special significance for public investors because they may enable
nondebtors to benefit from a debtor's bankruptcy by obtaining their
own releases with respect to past misconduct, including violations
of the federal securities laws or breaches of fiduciary duty under
state law.
While such releases may be allowed if parties expressly consent to
them, and the releases do not result in disparate treatment among
similarly situated class members, those circumstances are not
present here. Nor are there exceptional circumstances that would
support non-consensual releases. Most notably, the parties being
released did not all contribute fair consideration in exchange for
the releases. In addition, to the extent the third party releases
purport to release direct claims between non-debtor parties, the
releases do not affect the assets or administration of the Debtors'
estates and the Court, therefore, may lack subject matter
jurisdiction and authority to approve them.
The Commission has similar concerns regarding an exculpation clause
in the Plan that provides that the exculpated parties shall have no
liability for any acts or omissions taken in connection with the
restructuring, including certain prepetition conduct, but excluding
actual fraud, gross negligence, or willful misconduct.
The release and exculpation provisions are particularly concerning
because public investors have filed letters and a motion on this
Court's docket, seeking the appointment of an examiner and equity
committee and/or objecting to the Plan. These investors are
concerned about alleged omissions from the Debtors' SEC filings,
related party transactions, and insider trading activities, which
could form the basis of claims by the investors against the
non-debtor parties being released.
Thus, the release and exculpation provisions should be deleted from
the Plan or the Plan should be amended to state: (i) that any
creditor or shareholder who abstains from voting, votes to reject,
or is deemed to reject will not be bound by the releases and that
any creditor who votes to accept the Plan but separately opts out
of the releases (in this case, a simple opt-out form will have to
be provided) will not be bound by the releases; (ii) that the
exculpation clause will be narrowly tailored to be consistent with
the revised releases and exclude prepetition conduct; and (iii)
that the government is carved out of the releases.
A full-text copy of the First Modified Plan is available at:
http://bankrupt.com/misc/deb18-10814-205.pdf
A copy of the Commission's Objection is available at:
http://bankrupt.com/misc/deb18-10814-180.pdf
The US Securities and Exchange Commission is represented by:
Therese A. Scheuer
Senior Counsel
100 F Street, NE
Washington, DC 20549
Tel.: (202) 551-6029
Fax: (202) 772-9317
scheuert@sec.gov
About EV Energy Partners, L.P.
EV Energy Partners, L.P. -- https://www.evenergypartners.com/ -- is
a publicly traded, master limited partnership engaged in acquiring,
producing and developing oil and natural gas properties. The
company is headquartered in Houston, Texas.
EV Energy Partners and 13 of its subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 18-10814) on April 2, 2018.
The Debtors disclosed total assets of $1.442 billion and total debt
of $813.8 million as of Dec. 31, 2017.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Parella Weinberg
Partners LP as financial advisor; Deloitte & Touche LLP as
restructuring advisor; and Prime Clerk LLC as notice, claims &
balloting agent and administrative advisor.
EV ENERGY: Equity Holders Expect to Recoup More, Want Examiner
--------------------------------------------------------------
Common unit holders of EV Energy Partners, L.P., Jerry Roger Kent,
RK Investments, Inc., and Selma Poznanovich ask the U.S. Bankruptcy
Court for the District of Delaware to direct the appointment of an
examiner in the Chapter 11 cases of EV Energy Partners, L.P., and
its debtor affiliates.
Under the Plan, current EVEP equity is extinguished and in exchange
given a 5% New Equity Interest worth a fraction of EVEP equity's
true value. Meanwhile, the Plan gives holders of unsecured Senior
Notes 95% of New Equity Interests.
The Equity Holders point out that, while this result may appear
normal or even positive in other cases, EV Energy's value has been
grossly underreported and there are significant questions regarding
prepetition, related party transfers that must be investigated. The
Equity Holders submit that expediting the confirmation process,
without allowing an independent investigation of the allegations
would be improper.
The Equity Holders believe an independent examiner must be
appointed to investigate:
a. Valuation and improper shifting of value from unsecured
Senior Noteholders and away from holders of Common Units;
b. The terms and negotiations surrounding the sale of assets
from EnerVest, Ltd., the Debtors' ultimate parent, to Magnolia Oil
& Gas Corp. (a new corporation) for $2.66 Billion, while agreeing
to terms, including a non-compete clause, that would harm the
Debtors' value and the negotiation of the Plan all the while
painting a rosy picture for the Equity Holders and others similarly
situated;
c. Other related-party sales and transactions involving
EnerVest, EVEP and other non-debtor affiliated companies;
d. Repeated potential failures to disclose items that may be
required by the Securities and Exchange Commission or the
Bankruptcy Code; and
e. Significant and material conflicts of interest relating to a
number of prepetition transfers.
Moreover, the Equity Holders note that the U.S. Trustee has
appointed no creditors or equity committee in these Cases, so there
is no independent group that has investigated the transactions of
EnerVest and EVEP, or other failures to disclose. Without this
oversight, the Equity Holders submit that the need for truly
independent oversight in these Cases is at its highest.
The ad hoc group of certain unaffiliated holders of 8.0% Senior
Unsecured Notes Due 2019 and Rickey M. Gregory, Carol Larrinaga,
Trevor Barrett, existing EVEP Equity Interest holders, join in the
request for appointment of an examiner.
Debtors' Objection
The Debtors argue that the appointment of an examiner in these
cases is both unnecessary and inappropriate. The Court and others
have consistently held that they should not appoint an examiner if
an investigation has already been performed or if there is no
credible issue to be investigated. Here, the Debtors, led by their
disinterested director, have already conducted an investigation
into each of the areas identified in the examiner motion and found
no problems whatsoever. This Court has consistently held that the
appointment of an examiner is discretionary and should only be done
if a third-party investigation is appropriate under the
circumstances and in the best interests of the estates, the Debtors
point out.
The Debtors assert that the Court should reject the notion that
this case needs an examiner. Here, certain equity holders (just
five out of more than 20,000) have moved for an examiner as a
tactical response to the U.S. Trustee's decision not to appoint an
official equity committee. The examiner motion suggests the Court
should appoint an examiner to investigate matters that have already
been investigated, issues regarding EnerVest not at all relevant to
the debtors' restructuring, or assertions that have been invented
(contrary to all available fact and the Debtors' historical
disclosures) to create controversy.
There is simply no reason to appoint an examiner, and the motion
should be denied, the Debtors say.
Counsel to the Equity Holders:
Stuart M. Brown, Esq.
Derrick B. Farrell, Esq.
Kaitlin MacKenzie Edelman, Esq.
Jason Daniel Angelo, Esq.
DLA PIPER LLP (US)
1201 North Market Street, Suite 2100
Wilmington, DE 19801
Telephone: (302) 468-5700
Facsimile: (302) 394-2341
Email: stuart.brown@dlapiper.com
derrick.farrell@dlapiper.com
kaitlin.edelman@dlapiper.com
jason.angelo@dlapiper.com
- and -
Eric Goldberg, Esq.
David M. Riley, Esq.
DLA PIPER LLP (US)
2000 Avenue of the Stars, Suite
400 North Tower
Los Angeles, CA 90067-4704
Telephone: (310) 595 3000
Facsimile: (310) 595 3300
Email: eric.goldberg@dlapiper.com
david.riley@dlapiper.com
Counsel to Ad Hoc Group:
Christopher M. Samis, Esq.
WHITEFORD, TAYLOR & PRESTON LLC
The Renaissance Centre
405 North King Street, Suite 500
Wilmington, DE 19801
Telephone: (302) 353-4144
- and -
Ira S. Dizengoff, Esq.
Philip C. Dublin, Esq.
Jason P. Rubin, Esq.
Sean E. O'Donnell, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
1 Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
About EV Energy Partners, L.P.
EV Energy Partners, L.P. -- https://www.evenergypartners.com/ -- is
a publicly traded, master limited partnership engaged in acquiring,
producing and developing oil and natural gas properties. The
company is headquartered in Houston, Texas.
EV Energy Partners and 13 of its subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 18-10814) on April 2, 2018.
The Debtors disclosed total assets of $1.442 billion and total debt
of $813.8 million as of Dec. 31, 2017.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Parella Weinberg
Partners LP as financial advisor; Deloitte & Touche LLP as
restructuring advisor; and Prime Clerk LLC as notice, claims &
balloting agent and administrative advisor.
FDS TRUCKING: Taps Buddy D. Ford as Legal Counsel
-------------------------------------------------
FDS Trucking, LLC, received approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Buddy D. Ford, P.A. as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiations with
creditors in the preparation of a bankruptcy plan; and provide
other legal services related to its Chapter 11 case.
The firm will charge these hourly rates:
Buddy D. Ford, Esq. $425
Senior Associate Attorneys $375
Junior Associate Attorneys $300
Senior Paralegal $150
Junior Paralegal $100
Prior to the petition date, the firm received a retainer in the sum
of $6,717 from Florida Dirt Source LLC, the Debtor's affiliate.
Buddy D. Ford does not represent any interest adverse to the Debtor
or its estate, according to court filings.
The firm can be reached through:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
Email: Buddy@TampaEsq.com
Email: All@tampaesq.com
About FDS Trucking LLC
FDS Trucking, LLC, headquartered in Brooksville, Florida, is a
privately-held company in the specialized freight trucking
industry. FDS Trucking is an affiliate of Florida Dirt Source,
LLC, which sought bankruptcy protection on March 27, 2018 (Bankr.
M.D. Fla. Case No. 18-02352).
FDS Trucking sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-02422) on March 28, 2018.
In the petition signed by Gerard W. Rousseau, Sr., managing member,
the Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.
Judge Michael G. Williamson presides over the case.
FIBRANT LLC: Plan Exclusivity Extension Hearing on June 11
----------------------------------------------------------
The Hon. Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia has entered an order shortening notice
and scheduling an expedited hearing on a motion by Fibrant, LLC and
affiliates for an extension of their exclusive periods to propose a
plan. The hearing on the Exclusivity Motion will be held on June
11, 2018 at 10:00 a.m. Counsel to the Debtors are directed to serve
notice of such hearing instanter.
About Fibrant, LLC
Fibrant, LLC, headquartered in Augusta, Georgia, was previously a
producer and global supplier of chemical products and local
manufacturing services. At the end of September 2017, the Debtors
completed the shutdown and decommissioning of their caprolactam
manufacturing facility located at an industrial site at 1408
Columbia Nitrogen Drive, Augusta, Georgia 30901, other than the
portion of the Facility that was (until recently) being used to
manufacture ammonium sulfate. In late 2017, the Debtors ceased
production of ammonium sulfate at the Facility, and the Debtors are
now in the process of administering the sale of, and shipping, all
of the remaining ammonium sulfate inventory. Once the inventory
has been sold and removed from the Site, the Debtors intend to
decommission the ammonium sulfate plant and all other operating
assets and plant infrastructure that was not previously
decommissioned.
Fibrant, LLC and affiliates Fibrant South Center, LLC, Evergreen
Nylon Recycling, LLC and Georgia Monomers Company, LLC sought
Chapter 11 protection (Bankr. S.D. Ga. Case Nos. 18-10274-77) on
Feb. 23, 2018. The case is assigned to Judge Susan D. Barrett.
The cases are jointly administered.
The Debtors tapped Paul K. Ferdinands, Esq., Jonathan W. Jordan,
Esq., Sarah L. Primrose, Esq., at King & Spalding LLP; and James C.
Overstreet Jr., Esq., at Klosinski Overstreet, LLP as counsel; and
Kurtzman Carson Consultants, LLC as their claims, noticing and
balloting agent.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
The petitions were signed by David Leach, president and general
manager.
FINTON CONSTRUCTION: June 26 Disclosure Statement Hearing
---------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida will convene a hearing on June 26,
2018, at 1:30 p.m., to consider approval of the first amended
disclosure statement explaining Finton Construction, Inc.'s first
amended plan of reorganization. Deadline for objections to the
First Amended Disclosure Statement is June 19.
Class 3 Allowed General Unsecured Claims total $3,414,540, which
will be payable $20,000 monthly beginning in month one through
month 72 of the Plan, except as provided for in two stipulated
settlement agreements.
Pursuant to the Reeves Settlement Agreement, Claim 16-2 is allowed
as a general unsecured claim in the amount of $5,177,094. Pursuant
to a judgment entered by stipulation in Adversary Case No.
16-01566-BCK-LMI-A in the John J. Finton bankruptcy case, Reeves'
claim is also excepted from discharge. Under the Reeves Settlement
Agreement, the Debtor is required to make monthly payments of no
less than $12,000 per month, beginning October 1, 2017.
Pursuant to the Harouche Settlement Agreement, Claim No. 14-1 of
Michel Harouche is reduced from $4.6 million to $1.1 million. The
Harouche Claim is also excepted from discharge as against John F.
Finton. Harouche will be paid $6,000 per month during the term of
the Plan.
A full-text copy of the Amended Disclosure Statement dated May 16
is available at:
http://bankrupt.com/misc/flsb16-19221-283.pdf
A full-text copy of the Amended Disclosure Statement dated May 15
is available at:
http://bankrupt.com/misc/flsb16-19221-277.pdf
About Finton Construction
Finton Construction, Inc., is a construction company, claiming to
build "finest homes" in the United States and overseas. Primary
operations are on Star Island in Miami-Dade County, Florida.
Finton Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-19221) on June 30,
2016. The petition was signed by John Finton, president. The case
is assigned to Judge Laurel M. Isicoff. At the time of the filing,
the Debtor estimated its assets at $0 to $50,000 and debt at $1
million to $10 million.
David L. Merrill, Esq., at Merrill PA, is serving as bankruptcy
counsel to the Debtor. Andrew C. Callari, Esq., at Callari &
Summers, A Law Partnership, is serving as special counsel in
connection with its civil case. Kenneth J. Mueller, CPA, Cr., FA,
has been tapped as accountant.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
FIRSTENERGY SOLUTIONS: FE Corp. Offers $26M for Two Aircrafts
-------------------------------------------------------------
FirstEnergy Solutions Corp. ("FES") and affiliates filed with the
U.S. Bankruptcy Court for the Northern District of Ohio a notice of
their proposed assumption of (i) the Aircraft Purchase Agreement,
dated as of March 30, 2018, by and among FES and non-Debtor
FirstEnergy Corp. in connection with the sale of a 2011 Cessna
Citation 560XL for $5.6 million; and (ii) the Aircraft Purchase
Agreement, dated as of March 30, 2018, by and among Debtor FE
Aircraft Leasing Corp. and the Buyer, in connection with the sale
of a 2010 Dassault Aviation Falcon 900LX for $19.9 million.
A hearing on the Motion is set for June 8, 2018 at 10:00 a.m.
(PET). The objection deadline is June 1, 2018.
The Debtors propose to sell the Assets free and clear of all Liens
other than Permitted Liens pursuant to the terms and conditions of
the APA.
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested
that their cases be jointly administered under Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
FIRSTENERGY SOLUTIONS: Taps Sitrick as Communications Consultant
----------------------------------------------------------------
FirstEnergy Solutions Corp. received approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire Sitrick
and Company, Inc.
The firm will serve as corporate communications consultant of
FirstEnergy and its affiliates during their Chapter 11 cases.
Sitrick will charge these hourly rates:
Brenda Adrian $625
Tom Mulligan $625
Angela Pruitt $395
The Debtors paid Sitrick $85,000 as an initial retainer and
replenished that amount from time to time prior to the petition
Date. In total, the Debtors paid the firm $110,000 prior to the
petition date.
Brenda Adrian, a member of Sitrick, disclosed in a court filing
that the firm and the professionals employed by it nether hold nor
represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Brenda Adrian
Sitrick and Company, Inc.
11999 San Vicente Blvd., Penthouse
Los Angeles, CA 90049
Phone: 310-788-2850 / 212.573.6100
Fax: 310-788-2855
Toll free: 800-288-8809
Email: brenda_adrian@sitrick.com
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
FLORIDA DIRT: Taps Buddy D. Ford as Legal Counsel
-------------------------------------------------
Florida Dirt Source, LLC, received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Buddy
D. Ford, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiations with
creditors in the preparation of a bankruptcy plan; and provide
other legal services related to its Chapter 11 case.
The firm will charge these hourly rates:
Buddy D. Ford, Esq. $425
Senior Associate Attorneys $375
Junior Associate Attorneys $300
Senior Paralegal $150
Junior Paralegal $100
Prior to the petition date, the Debtor paid the firm a retainer in
the sum of $28,283.
Buddy D. Ford does not represent any interest adverse to the Debtor
or its estate, according to court filings.
The firm can be reached through:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
Email: Buddy@TampaEsq.com
Email: All@tampaesq.com
About Florida Dirt Source
Florida Dirt Source, LLC -- http://www.fldirt.com/-- supplies bulk
aggregates and transportation services throughout the state of
Florida and Southern Georgia. The Company supplies DOT approved
materials, crushed concrete and a wide variety of limerock and
granite aggregates, crushed stone, sand and shell, for use in the
construction of highways and other infrastructure projects, as well
as in the domestic commercial and residential construction
industries. The aggregates products, along with fill dirt,
landscape materials and road paving materials, are sold and shipped
from the Company's network of mines and distribution yards located
throughout the state of Florida and Southern Georgia. Florida Dirt
is affiliated with FDS Trucking, LLC, which sought bankruptcy
protection on March 28, 2018 (Bankr. M.D. Fla. Case No. 18-02422).
The company filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
18-02352) on March 27, 2018. Its petition was signed by managing
member Gerard W. Rousseau, estimating assets between $1 million to
$10 million and estimated liabilities between $10 million to $50
million.
FORD STEEL: Latest Plan Proposes to Sell Property for $5MM
----------------------------------------------------------
Ford Steel, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas its first amended disclosure statement
explaining its first amended plan of reorganization.
In this latest filing, the Debtor has determined that it is in its
best interest and that of its creditors to sell its real property
with improvements and lease the Property from the new owners. This
will allow it to pay the secured creditor, Equitable Life and
Casualty Insurance Company in full, Montgomery County for the ad
valorem taxes in full, and pay approximately 2,300,000 towards the
secured claim of the Internal Revenue Service. The Debtor believes
it can sell the Property within six months to one year for at least
$5,000,000 as it appraises for almost 8,000,000. All funds in
excess of the amount necessary to pay Equitable and Montgomery
County will be paid to the secured claim of the Internal Revenue
Service. The Debtor is interviewing brokers, including Bill
Grinder, a Senior Vice President of Brokerage Services at the
Caldwell Companies to market the property. Once a decision is made
on a broker, Debtor will file an application with the Court for
permission to hire the brokerage company. If the Debtor is not able
to lease the Property from the new owners, it will lease other
Property around Porter, Texas. The lease of Property is anticipated
to be $50,000 per month.
If the Property fails to sell within one year from the date of
confirmation, the Plan Injunction will lift to allow Equitable
Life, Montgomery County, and/or the Internal Revenue Service to
foreclose on the Property.
Class 4C under the plan is impaired and consists of the secured
claim of the Bank & Trust of Bryan/College Station in the amount of
$678,078.16 with interest at the rate of 8% instead of the 6%
provided in the initial plan. This claim is secured by a blanket
lien on all of the Debtor's personal property and a second lien on
the Debtor's real property. This claim will be paid in equal
monthly installments of $8,226.96 over a 10-year period. The
previous proposal was a payment in equal quarterly installments of
$22,666 over a 10-year period.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-35027-93.pdf
A copy of the First Amended Plan is available at:
http://bankrupt.com/misc/txsb17-35027-94.pdf
About Ford Steel LLC
Ford Steel LLC -- http://www.fordsteelllc.com-- is an AISC
certified steel fabricator using state of the art CNC machinery.
The Company fabricates platforms, skids, ladders,
communication/broadcast towers, custom fabrications & more. Its
office and plant are conveniently located only 30 miles north of
Houston and the Port of Houston, allowing not only nationwide
delivery but worldwide as well.
On Aug. 24, 2006, H.C. Jeffries Tower Company, Inc., established in
1979, purchased a fabrication plant, which is now Ford Steel, LLC,
a part of the H.C. Jeffries Tower Company Group. Since the
purchase, the 55,000 square foot facility has grown to 100,000
square feet with over 60 employees. Ford Steel, LLC has an
extensive clientele list including ExxonMobil, Optimized Process
Designs, LyondellBasell, Integrated Flow Solutions and Alimak Hek,
to name a few.
Herbert C. Jeffries owns 86% of Ford and Steve Bales owns the
remaining 14% of that company.
Ford Steel, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 17-35028) on Aug. 21, 2017. The petition was signed by Herbert
C. Jeffries, managing member. The case is assigned to Judge Karen
K. Brown. The Debtor is represented by Julie Mitchell Koenig,
Esq., at Cooper & Scully, PC. At the time of filing, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.
FORTRESS TRANSPORTATION: S&P Affirms 'B+' Sr. Unsec. Notes Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issue-level rating on New
York-based Fortress Transportation and Infrastructure Investors
LLC's (FTAI) senior unsecured notes following the company's
announcement of a $100 million add-on, bringing the total principal
outstanding on the notes to $550 million. S&P said, "Our recovery
rating on the notes remains '2', indicating our expectation that
lenders would receive substantial (70%-90%; rounded estimate: 70%)
recovery of their principal in the event of a payment default. The
rounded estimate of 70% is lower than our previous estimate of 85%
due to the additional $100 million of debt."
The add-on will feature the same terms as the existing notes, which
have an interest rate of 6.75% and mature on March 15, 2022. The
company will use the proceeds from the add-on for general corporate
purposes, including to fund future investments.
S&P said, "Our ratings on FTAI reflects its niche position in its
businesses. Within its aircraft and aircraft engine leasing
business, the company's portfolio is older than other rated
aircraft lessors. We expect FTAI to focus more on the engine
leasing segment going forward. Our assessment of FTAI's
infrastructure segment reflects its small scale, with projects yet
to become fully operational, and its lack of asset diversity with a
focus on energy terminals. Our base-case scenario assumes that
FTAI's credit metrics will improve in 2018 and 2019, based largely
on the successful ramp up of the company's infrastructure projects
and its larger aviation leasing portfolio."
RECOVERY ANALYSIS
Key analytical factors
-- S&P has completed its review of the recovery analysis on FTAI's
$550 million senior unsecured notes due 2022. Its recovery rating
remains '2', with a 70% rounded estimate;
-- S&P has valued the company on a discrete asset value basis as a
going concern, and its valuations reflect the value of the various
assets at default based on recent market appraisals adjusted for
expected realization rates in a distressed scenario;
-- S&P estimates that, for the company to default, a material
deterioration from the current state of its business would be
required; and
-- This could be caused by a downturn in the global economy that
leads to depressed commodity prices and a loss of aviation
customers.
Simulated default assumptions
-- Simulated year of default: 2021
Simplified waterfall
-- Gross recovery value: $825 million
-- Net recovery value for waterfall after admin. expenses (5%):
$784 million
-- Obligor/nonobligor valuation split: 100%/0%
-- Value available for secured claims: $784 million
-- Estimated first-lien claims: $381 million
-- Value available for unsecured claims: $403 million
-- Estimated senior unsecured claims: $568 million
--Recovery expectations: 70%-90% (rounded estimate: 70%)
RATINGS LIST
Fortress Transportation and Infrastructure Investors
Corporate Credit Rating B/Stable/--
Ratings Affirmed; Recovery Expectations Revised
To From
Fortress Transportation and Infrastructure Investors
Senior Unsecured B+ B+
Recovery Rating 2(70%) 2(85%)
FREEMAN GRADING: Proposes a Key Avuction of Vehicles & Equipment
----------------------------------------------------------------
Freeman Grading & Excavating, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Indiana to sell the
titled vehicles and equipment: (i) 2007 310 SG Backhoe; (ii) 2005
410G Backhoe; (iii) 1993 CS563 Roller; (iv) 2010 Corn Pro Trailer;
(v) 1978 Kenworth; (vi) 2007 Dodge 2500 St; (vii) 2006 Dodge 2500
St; (viii) 2008 Interstate Trailer; (ix) 2004 Ford F250; (x) 2030
Ford F450; (xi) 2014 Hank Trailer; and (xii) 2013 Dodge Ram 4500,
at a public auction to be held on June 12, 2018 at 2916 Bluff Road,
Indianapolis, Indiana.
The Debtor owns the Vehicles and Equipment listed Exhibit A, all of
which is subject to the perfected security interest in favor of
MainSource. As of Dec. 28, 2017, MainSource was owed approximately
$900,834, plus accrued interest on the Debtor's prepetition
obligations secured by the Vehicles and Equipment. Between the
Petition Date and the Third Interim Order there was a depletion of
Cash Collateral in the total sum of $109,515.
The Debtor anticipates the auction netting less than $200,000. It
has reviewed all UCC Financing Statements filed against the Debtor,
and it is unaware of any other party that might assert a lien on
the Equipment. The Equipment does not have any purchase money
security interests attached to it. Likewise, the Vehicles are not
subject to any liens other than the Postpetition Lien.
In accordance with the Third Interim Order, the net proceeds from
the sale of the Vehicles and Equipment will be paid to MainSource,
with the exception of $5,000 to be paid to the Debtor's counsel,
Hester Baker Krebs, LLC.
Pursuant to the Sale Motion, the Debtor asks authority to sell the
Vehicles and Equipment at the Auction. Contemporaneously with the
filing of the Sale Motion, the Debtor is filing its Application to
Employ Auctioneer, requesting authority to employ Key Auctions,
LLC, doing business as Key Auctioneers , which is located at 5520
South Harding Street, Indianapolis, Indiana to conduct the Auction.
The Auctioneer has many years of experience conducting auctions
and auctioning similar vehicles and equipment and has advised it
generates the most interest and highest return on consignment
auctions of similar equipment.
The Debtor intends the Auction to be a legal, valid, and effective
transfer of the Vehicles and Equipment which will vest the
purchasers will all right, title, and interest in the Vehicles and
Equipment free and clear of any liens and claims of any and every
kind or nature.
The Debtor believes the sale of the Vehicles and Equipment is in
the best interest of the estate and creditors.
The Auctioneer will market the Auction to its network of potential
bidders with an emphasis on concrete contractors and general
commercial excavation contractors, through direct mail, social
media, online advertising, and email blasts. The auction will
allow in person bids as well as online bids. The Auctioneer will
charge in person purchasers a 15% buyer's premium and online
purchaser's an 18% buyer's premium.
The Debtor submits that no additional marketing apart from the
marketing to be performed by the Auctioneer or a bidding process
are necessary. The Auctioneer has agreed to waive its customary
commission, typically paid by the seller, on the sale of the
Vehicles and Equipment. The Auctioneer has further agreed to turn
over to the Debtor as part of the net sale proceeds a 3% rebate of
the 18% buyer's premium for all online purchases.
The costs of the sale will include a $2,500 marketing fee and
credit card processing fees of 1.625% for in person purchases and
1.875% for online purchases.
The Auctioneer will deduct the sale costs from the gross proceeds
of the sale and remit the net proceeds of the sale to MainSource,
less $5,000 to be paid to the Debtor's counsel, Hester Baker Krebs,
LLC.
The Debtor believes it will generate the highest return on the sale
of the Vehicles and Equipment by using the Auctioneer.
The Debtor also asks that if no objections are filed or pending at
the time of hearing on the Motion, that the Court waives the 14-day
stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure. It further asks that the Auctioneer be authorized to
deduct from the gross sale proceeds the sale costs including the
buyer's premium as outlined above, the marketing fee, and the
credit card transaction fees.
About Freeman Grading
Freeman Grading & Excavating, LLC, is an excavating contractor
based in Trafalgar, Indiana. The company is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
Freeman Grading & Excavating filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 18-00037) on Jan. 3, 2018. In the petition
signed by Michael D. Freeman, member and 100% owner, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities. The case is assigned to Judge Jeffrey J.
Graham. John Joseph Allman, Esq. and David R. Krebs, Esq., at
Hester Baker Krebs LLC, serve as the Debtor's counsel.
GADFLY ENTERPRISES: Unsecureds to Receive $10K Over Five Years
--------------------------------------------------------------
Gadfly Enterprises, Inc., t/a Super Cleaners USA filed with the
U.S. Bankruptcy Court for the District of Maryland a small business
disclosure statement in support of its proposed chapter 11 plan of
reorganization.
The Debtor owns and operates a high-volume dry cleaning plant and
customer facility and delivery service operating under the trade
name "Super Cleaners USA" from premises at 4906 Hampden Lane,
Bethesda, MD 20814.
Class V under the plan consists of Allowed Unsecured Claims, which
the Debtor believes to total approximately $114,751.41 (excluding
the Claim of James M. Kanski, which is treated separately in Class
VI of the Plan). Allowed Claims in this Class will share, pro-rata
in all funds remaining after the Debtor has made payments required
to holders of Claims in Classes I through IV. Although it is
difficult to predict what funds will be available to satisfy Claims
in this Class, the Debtor anticipates that holders of Allowed
Unsecured Claims will receive distributions of no less than $10,000
over a term of five years following the Effective Date.
Distributions to this Class will be made in quarterly installments
over a period commencing on the first day of the first Calendar
Quarter which commences later than 90 days after the Effective Date
and will continue each Calendar Quarter thereafter over a period of
20 Calendar Quarters. Class V is impaired.
The Plan will be funded from amounts currently held by the Debtor
and by the proceeds of the Debtor's business operations. Based on
the Debtor's cash flow projections, the Debtor believes that its
cash flow will be sufficient to meet its obligations in the Plan
and to fund ongoing business operations.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/mdb18-10270-71.pdf
About Gadfly Enterprises
Gadfly Enterprises Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-10270) on Jan. 8, 2018.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of $1,000,001 to $10 million. Judge Lori
S. Simpson presides over the case. Cohen Baldinger & Greenfeld,
LLC, is the Debtor's bankruptcy counsel.
GAP INC: S&P Affirms 'BB+' CCR on Improved Liquidity Assessment
---------------------------------------------------------------
S&P Global Ratings affirmed its ratings, including its 'BB+'
corporate credit rating, on San Francisco-based U.S. specialty
apparel retailer The Gap Inc. The outlook remains stable.
S&P said, "Our ratings on The Gap reflects our expectation that the
company's consolidated operating performance will remain fairly
stable in the next 12 months, as good performances from its
value-focused largest brand Old Navy and premium growth brand
Athleta more than offset ongoing less favorable performance at The
Gap and Banana Republic. We also believe the company will use its
good free operating cash flow and meaningful cash balance to
maintain generally stable credit metrics at recent levels,
including funds from operations (FFO) to debt in the mid-to-high
40% area.
"The stable outlook reflects our expectation that the company's
consolidated operating performance will remain generally stable in
the next 12 months, as continued good performances from its largest
brand Old Navy and growth brand Athleta more than offset ongoing
weaker performance at The Gap and Banana Republic. We also believe
the company will use its good free operating cash flow and
meaningful cash balance to maintain generally stable credit metrics
at recent levels, including FFO to debt in the mid-to-high 40%
area.
"We could lower the ratings if the company undertook a more
aggressive financial policy, including raising significantly more
debt to return capital to shareholders, such that FFO to debt
approached the 30% area. Although less likely given the adequate
headroom, we would also lower the ratings if the company
underperformed our base-case expectation significantly, with
accelerating or prolonged meaningful sales declines across its
three major brands and meaningful EBITDA margin contraction,
resulting in FFO to debt in the 30% area. This scenario would
likely mean that Old Navy's performance took a significant and
unexpected turn for the worse.
"We could raise the ratings if the company put all its brands on
track for consistent good operating performance with positive same
store sales across most of its major brands, supported by effective
merchandising and expanding omni-channel capabilities. This would
lead us to view the company's competitive standing more favorably.
We would also need to believe the company is committed to a
financial policy that supports credit metrics consistent with the
higher rating, including debt to EBITDA above 40%."
GIBSON BRANDS: Committee Taps Lowenstein as Legal Counsel
---------------------------------------------------------
The official committee of unsecured creditors of Gibson Brands,
Inc., seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Lowenstein Sandler LLP as its legal
counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; negotiate with creditors; represent the committee
in its consultations with Gibson and its affiliates; assist in
negotiations with the Debtors concerning asset dispositions,
financing or formulation of a plan; and provide other legal
services related to the Debtors' Chapter 11 cases.
The firm will charge these hourly rates:
Partners $600 - $1,285
Senior Counsel/Counsel $450 - $760
Associates $350 - $580
Paralegals/Assistants $135 - $340
Lowenstein has agreed to provide a l0% discount on the hourly rates
for partners.
Jeffrey Cohen, Esq., at Lowenstein, 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.
Cohen disclosed that his firm has agreed to reduce the hourly rates
for partners by 10%; and that no Lowenstein professional has varied
his rate based on the geographic location of the cases.
Mr. Cohen also disclosed that Lowenstein has not represented the
committee prior to the petition date.
The committee has reviewed Lowenstein's proposed hourly rates,
budget and staffing plan, and in accordance with the U.S. Trustee
Guidelines, the budget may be amended as necessary to reflect
changed or unanticipated developments in the Debtors' cases;
according to Mr. Cohen.
Lowenstein can be reached through:
Jeffrey Cohen, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: +1 212.419.5868 / 212.262.6700
Fax: +1 973.597.2400 / 212.262.7402
Email: jcohen@lowenstein.com
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates filed separate Chapter 11
cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In
its petition, Gibson Brands estimated $100 million to $500 million
in both assets and liabilities. The petition was signed by Henry
E. Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J.
Fox, managing director of Alvarez & Marsal North America LLC, as
chief restructuring officer; Jefferies LLC as investment banker;
and Prime Clerk LLC as claims and noticing agent.
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 Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The committee
tapped Lowenstein Sandler LLP as its legal counsel.
GIBSON BRANDS: Taps Goodwin Procter as Legal Counsel
----------------------------------------------------
Gibson Brands, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Goodwin Procter LLP as its
legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; negotiate with creditors; give
advice regarding any potential sale of their assets; prepare a plan
of reorganization; and provide other legal services related to
their Chapter 11 cases.
The firm's hourly rates range from $790 to $1,310 for partners,
$630 to $1,450 for counsel, $440 to $850 for associates, and $230
to $460 for paralegals. The attorneys expected to handle the cases
are:
Michael Goldstein Partner $1,040
Gregory Fox Partner $880
Barry Bazian Associate $730
Samuel Gamer Associate $440
Within the one-year period preceding the Petition Date, Goodwin
received several payments to hold as a retainer totaling
$2,311,378.
Michael Goldstein, Esq., a partner at Goodwin, 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.
Goldstein disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Goodwin professional has varied his rate
based on the geographic location of the cases.
Mr. Goldstein also disclosed that the material financial terms for
the firm's pre-bankruptcy employment remained the same as the
employment was on an hourly basis.
In connection with the debtor-in-possession budget, Goodwin and the
Debtors developed an initial top line budget, and they expect to
develop periodic supplemental budget and staffing plans to comply
with the U.S. trustee's requests for information and additional
disclosures, according to Mr. Goldstein.
Goodwin can be reached through:
Michael H. Goldstein, Esq.
Gregory W. Fox, Esq.
Barry Z. Bazian, Esq.
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
Tel: 212.833.8800
E-mail: mgoldstein@goodwinlaw.com
E-mail: gfox@goodwinlaw.com
E-mail: bbazian@goodwinlaw.com
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates filed separate Chapter 11
cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In
its petition, Gibson Brands estimated $100 million to $500 million
in both assets and liabilities. The petition was signed by Henry
E. Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
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 Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The committee
tapped Lowenstein Sandler LLP as its legal counsel.
GRAND DAKOTA PARTNERS: Hotel Net Income to Pay Claims Under Plan
----------------------------------------------------------------
Grand Dakota Partners LLC and Grand Dakota Hospitality LLC filed
with the U.S. Bankruptcy Court for the District of North Dakota a
disclosure statement in support of its amended joint plan of
reorganization dated May 11, 2018. The amended disclosure
statement was filed after the Court denied approval of the original
disclosure statement in April
The amended plan provides for the restructure and compromise of
claims against Grand Dakota so that:
* Creditors with allowed claims will receive full payment of
their debts; and
* Grand Dakota will continue operating, without interruption, as
the only full-service hotel and event facility in Dickinson, North
Dakota.
In order to pay creditors the full amount of their allowed claims,
the Plan requires (1) the modification of American Bank Center's
mortgage loans and (2) Grand Dakota to pay its creditors from the
Hotel's operating income after the Plan is confirmed.
Grand Dakota believes that the Plan is feasible, regardless of
whether the Bakken oil field again becomes as prosperous as it was
through 2014. Grand Dakota has met its budget, without material
variation, at all times since it filed bankruptcy. Through the end
of 2018, Grand Dakota's budget shows that it will earn a net income
of $380,453.
Currently, Grand Dakota has approximately $251,000 in its bank
accounts, and post-petition accounts payable of approximately
$44,850. Grand Dakota has paid its post-petition accounts payable
on a timely basis and believes that it will have adequate cash and
revenues to continue to do so. Property taxes in the amount of
approximately $74,000 are due and payable by Oct. 15, 2018. Grand
Dakota is reserving funds to pay these property taxes pursuant to
the cash collateral orders entered by the Court.
While the current amount of cash on hand is less than that Grand
Dakota had when it commenced bankruptcy, the reduction results
from: (1) the payment of the first installment of 2018 property
taxes; (2) the timing of payroll periods; and (3) the seasonal
nature of the Hotel’s business (Hotel occupancy and revenues, and
cash on hand, traditionally have gone down during the winter months
and increase during and shortly after the summer months).
The Hotel is entering the period of highest occupancy, and highest
revenue, as this Disclosure Statement is filed. Grand Dakota thus
expects to have adequate cash on hand to pay its expenses,
including property taxes, as and when due.
Grand Dakota will use cash on hand on the effective date of the
Plan and net income from the Hotel's operations to pay claims.
Grand Dakota's budget for 2018 and financial forecast for 2019 show
that Grand Dakota should be able to pay all claims of general
unsecured creditors within one year of the effective date of the
Plan. Grand Dakota's financial forecasts also show that Grand
Dakota should be able to pay ABC the amounts required under the
Restructured Mortgage Loans and the Vehicle Loan.
The Troubled Company Reporter previously reported that the
companies will use funds generated from the operations of the
Ramada Grand Dakota Lodge and Conference Center in Dickinson, North
Dakota, to pay general unsecured creditors.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/ndb17-30535-180.pdf
A full-text copy of the Joint Amended Plan is available at:
http://bankrupt.com/misc/ndb17-30535-179.pdf
About Grand Dakota Partners
Grand Dakota Partners, LLC, owns the Ramada Grand Dakota Hotel
Dickinson located near Prairie Hills Mall. The hotel's rooms and
suites have Serta beds, flat-screen TVs, and free WiFi. It also
has an indoor pool, hot tub and fitness center. The hotel also
features an onsite restaurant, barber shop, lounge, and
14,000-square-feet of conference space.
Affiliated debtors Grand Dakota Partners, LLC, and Grand Dakota
Hospitality, LLC (Bankr. D.N.D. Case Nos. 17-31184 and 17-31185)
each filed for Chapter 11 bankruptcy protection on July 20, 2017.
The petitions were signed by Stephen D. Barker, president, Cibix
Management, Inc., the managing member of the Debtors.
Grand Dakota Partners estimated its assets and liabilities at
between $10 million and $50 million each. Grand Dakota Hospitality
estimated its assets at up to $50,000 and liabilities at between
$10 million and $50 million.
Judge Laura T. Beyer presides over the case.
Bradley E. Pearce, Esq., at Pearce Law PLLC, serves as the Debtors'
bankruptcy counsel.
GTT COMMUNICATIONS: Moody's Lowers Sec. Bank Debt Rating to B2
--------------------------------------------------------------
Moody's Investors Service has downgraded GTT Communications, Inc.'s
senior secured bank credit facility rating to B2 (LGD3) from B1
(LGD3) following a change in deal structure. GTT has decided to
increase the amount of bank debt used to fund its acquisition of
Interoute Communications Holdings SA ("Interoute") by approximately
$575 million. With the upsized term loan, the company will no
longer issue $575 million of high yield notes. The decision to have
a capital structure with a smaller pool of unsecured debt to
provide support to the senior secured creditors results in a one
notch downgrade of the secured debt rating. Further, Moody's
believes the base of tangible assets used to secure the bank loans
may be insufficient to cover this materially larger amount of
secured debt outstanding in a distressed scenario. All other
ratings, including the company's B2 corporate family rating (CFR),
B2-PD probability of default rating (PDR), Caa1 (LGD6) unsecured,
SGL-2 speculative grade liquidity rating, and stable outlook, are
unchanged.
Downgrades:
Issuer: GTT Communications BV
Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3)
from B1(LGD3)
Issuer: GTT Communications, Inc.
Senior Secured Bank Credit Facilities, Downgraded to B2 (LGD3)
from B1 (LGD3)
Outlook Actions:
Issuer: GTT Communications, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
GTT, pro forma for the Interoute acquisition, benefits from an
improved scale and market position which is expected to increase
revenue growth potential within its target market of international
network services. Enhanced geographic diversity and a high degree
of recurring revenue partially offset elevated credit risk
following the transaction. While the company's low capital spending
and improving margin profile result in positive free cash flow,
cash generation is pressured due to cash outflows related to
continuous acquisition activity and related integration costs.
Given the size of Interoute, integration will take approximately
one year, or about twice as long as GTT's typical integration
process. GTT will also continue to grow through tuck-in
acquisitions simultaneously with the major integration of
Interoute. This consistently high acquisition pace strains cash
flow and taxes management resources, which could negatively impact
GTT's strategic focus and organic growth.
GTT is challenged by its small scale and low asset coverage
relative to its debt load. The company has mitigated some of these
risks via its purchase of Interoute and Hibernia before it, both of
which benefit from owned fiber assets. However, Moody's believes
the assets acquired in the Interoute transaction are more
commodity-like and have less market value than last mile fiber
connections. GTT has demonstrated consistent success to date making
relatively small, frequent, and quickly credit accretive
acquisitions. However, this strategy has contributed to sustained
high leverage. GTT's ability to successfully integrate a larger
acquisition will likely be difficult, and will magnify the
operational stresses associated with its persistent and
aggressively debt-funded acquisition strategy. Further, frequent
use of M&A signals reliance on the markets to fund growth that
reduces visibility into the rate of organic growth.
GTT's business model employs an architecture with mostly leased
infrastructure that results in low capital intensity but could
expose the company to margin pressure if end-user pricing and
network leasing cost trends diverge over time. Given this low
capital intensity strategy, Moody's believes GTT currently has
lower leverage tolerance than facilities-based carriers.
Moody's expects GTT to have good liquidity over the next 12 months
and expects the company to have approximately $90 million of cash
on the balance sheet and an undrawn $200 million revolving credit
facility following the close of the transaction. Moody's expects
GTT to draw on the credit facility opportunistically to fund small,
tuck-in acquisitions. The company's revolver is subject to a
maximum consolidated net secured leverage ratio, springing when
usage of the facility exceeds 30%. Moody's expects GTT will
maintain ample cushion on the maximum senior secured leverage
covenant should the covenant be tested.
GTT's stable outlook reflects the expectation of a successful
integration of the Interoute business and realization of
significant synergies within 12 months after deal close. Moody's
expects the company to maintain positive free cash flow and for
GTT's leverage to trend towards 5.5x (Moody's adjusted) through
2019 and return within the range of B2 rating in 2020.
The B2 rating could be upgraded if leverage falls below 4.5x
(Moody's adjusted) and free cash flow to debt exceeds 10%. The
rating could be downgraded if liquidity becomes strained, if free
cash flow is negative, if leverage is not on track to decline
towards 5.5x (Moody's adjusted), or if there are problems during
the integration of Interoute.
The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.
Based in McLean, VA, GTT is a multinational Tier 1 internet service
provider offering wide area networking, internet, managed services
and voice services. The company operates a top five ranked global
IP (internet protocol) backbone with over 300 points-of-presence
which connects enterprise and carrier clients to any location in
the world and any application in the cloud. The company generated
$828 million in revenue in 2017.
GULFPORT ENERGY: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded Gulfport Energy Corporation's
Corporate Family Rating (CFR) to Ba3 from B1, Probability of
Default Rating (PDR) to Ba3-PD from B1-PD and senior unsecured
notes to B1 from B2. Moody's also affirmed the SGL-2 Speculative
Grade Liquidity Rating and revised the rating outlook to stable
from positive.
"The upgrade reflects steady improvement in Gulfport's leverage and
capital efficiency metrics through first quarter 2018, and Moody's
expectation that the company will remain highly focused on
minimizing negative free cash flow through disciplined capital
allocation, increasing production volumes and consistent hedging,"
said Sajjad Alam, Moody's Vice President Senior Analyst. "Gulfport
will spend 20% less capital, but boost production by 15%-19% in
2018 while maintaining price protection on roughly 80% of its
projected 2018 production."
Issuer: Gulfport Energy Corporation
Upgrades:
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD4)
from B2 (LGD5)
Affirmations:
Speculative Grade Liquidity Rating, Affirmed SGL-2
Outlook:
Changed to Stable from Positive
RATINGS RATIONALE
Gulfport's Ba3 Corporate Family Rating is supported by the
company's substantial acreage position and drilling inventory in
the Utica Shale in eastern Ohio and the SCOOP play in Oklahoma;
excellent production and reserves growth potential even in a low
commodity price environment; and improving financial leverage.
Gulfport's substantial hedge protection through 2019,
firm-transportation arrangements to move gas out of eastern Ohio,
and good liquidity should support its planned growth through 2019.
The Ba3 CFR also reflects Gulfport's natural gas weighted
production, history of recurring and often large negative free cash
flow generation, short reserve life on proved developed (PD)
reserves, and relatively weak margins. While the liquids-rich SCOOP
assets have added diversification and improved overall price
realizations, the company will need to invest a substantial amount
of capital to fully develop these assets over the next several
years. Based on Moody's expectation of relatively low natural gas
prices in North America for the foreseeable future, Moody's expects
the company to develop its Utica and SCOOP acreage in a manner that
would not increase financial leverage. While the recent share
repurchase decision has raised concerns about the company's
historically conservative financial policies, Moody's expects
management to remain committed to living within cash flow and do
not expect debt funded share buybacks.
Gulfport's senior unsecured notes are rated B1, one notch below the
Ba3 CFR, because of the significant size of the priority-claim
secured revolving credit facility in the capital structure.
Gulfport's revolver is secured by at least 85% value of its proved
mineral interest, and the revolver borrowing base was $1.2 billion
at December 31, 2017.
Gulfport has good liquidity which is reflected in the SGL-2 rating.
The company had roughly $100 million of cash and $759 million in
borrowing capacity under its $1.0 billion revolving credit facility
as of December 31, 2017 (after accounting for $241 million of
Letters of Credit). The company should be able to cover its 2018
capital expenditures largely within operating cash flow. Any
funding shortfall will likely be covered with asset sales proceeds.
Revolver usage should be minimal. The revolver borrowing base was
re-determined at $1.2 billion in November 2017, but Gulfport
elected a commitment amount of $1 billion. The revolver matures in
December 2021, and Moody's expects ample headroom through 2019
under the two financial covenants -- a maximum net funded debt to
EBITDAX ratio of 4x and a minimum EBITDAX to interest expense ratio
of 3x.
The stable outlook reflects Gulfport's visible production growth
and solid hedging through 2019. For future rating increases,
Moody's will look for consistent production growth and capital
efficiency and break-even to positive free cash flow. Moody's could
consider an upgrade if the company sustains retained cash flow to
debt near 40% and the leveraged full-cycle ratio above 2x in a
stable to improving commodity price environment. The Ba3 CFR could
be downgraded if the company debt funds acquisitions or shareholder
distributions, or if the retained cash flow to debt ratio drops
below 20%.
Gulfport is a publicly traded exploration and production company
with principal producing assets in the Utica Shale, SCOOP play in
Oklahoma and the Louisiana Gulf Coast, and is headquartered in
Oklahoma City, Oklahoma.
HALYARD HEALTH: Moody's Cuts CFR to B1, Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded Halyard Health, Inc.'s
Corporate Family Rating (CFR) to B1 from Ba3 and Probability of
Default Rating (PDR) to B1-PD from Ba3-PD. The rating agency also
upgraded Halyard's senior secured revolving credit facility to Ba1.
Moody's confirmed the B2 rating on Halyard's unsecured notes and
affirmed the SGL-1 Speculative Grade Liquidity Rating. Moody's
expects to withdraw its rating on Halyard's (Ba2 RUR-Down) senior
secured term loan upon full repayment. The outlook is stable. These
actions conclude the review for downgrade of Halyard that Moody's
initiated on November 1, 2017.
The downgrade of the CFR and PDR to B1 and B1-PD, respectively,
reflect Moody's view that Halyard will operate with far less scale
and business diversification once it divests its Surgical &
Infection Prevention (S&IP) business to Owens & Minor, Inc. (B1
stable). The company's resultant reduction in scale and
diversification are offset by the company's low leverage. Pro forma
for the expected term loan repayment, Halyard's adjusted debt to
EBITDA was 2.2 times as of December 31, 2017. Moody's expects
financial leverage to climb to the high 2's range in 2018 as
Halyard incurs several costs associated with the separation of the
S&IP business.
The upgrade of the senior secured revolving credit facility
reflects Moody's expectation that Halyard will shortly repay its
senior secured term loan upon receipt of the S&IP sale proceeds.
The affirmation of the SGL-1 rating indicates that Moody's expects
Halyard to operate with excellent liquidity over the next 12-18
months, including more than $500 million of cash following the term
loan repayment.
Halyard Health, Inc.
Ratings downgraded:
Corporate Family Rating to B1 from Ba3
Probability of Default Rating to B1-PD from Ba3-PD
Ratings upgraded:
Senior secured revolving credit facility expiring 2019 to Ba1
(LGD 2) from Ba2 (LGD 3)
Ratings confirmed:
Unsecured notes due 2022 at B2 (LGD 4; previously LGD 5)
Ratings affirmed:
Speculative Grade Liquidity Rating at SGL-1
Ratings remaining on review for downgrade that will be withdrawn
upon close:
Senior secured term loan due 2021 at Ba2 (LGD 3)
The outlook is stable.
RATINGS RATIONALE
Halyard's credit profile reflects its moderate scale with revenues
of $612 million and limited business diversification across a small
number of medical device products. Its credit profile also reflects
risks associated with smoothly transitioning to a standalone
medical device company, including the implementation of a new IT
infrastructure following the sale of the S&IP business. Halyard's
credit profile is also constrained by integration risk related to
future acquisitions as Moody's expects the company will deploy the
S&IP proceeds to acquisitions. The company's credit profile is
supported by its moderate financial leverage and excellent
liquidity. The company will also benefit from having moderately
high operating margins and reasonable growth expectations.
The stable outlook reflects Moody's expectation that Halyard will
remain a moderately sized medical device company with mid-single
digit revenue growth per annum.
Moody's Speculative Grade Liquidity Rating of SGL-1 reflects the
rating agency's expectation that Halyard will maintain excellent
liquidity over the next 12-18 months. This will include significant
levels of excess cash that can be used to fund acquisitions and its
near fully available revolver.
The ratings could be upgraded if Halyard materially increases its
scale while maintaining a moderate level of financial leverage.
Further, the ratings could also be upgraded if Halyard achieves
greater business diversification.
The ratings could be downgraded if Halyard is unable to rationalize
its cost structure following the S&IP divestiture. A downgrade
could also occur if earnings deteriorate or Halyard encounters
significant challenges in completing the integration of future
acquisitions or adopts more aggressive financial policies.
Quantitatively, ratings could be downgraded if debt/EBITDA is
sustained above 4.0 times.
Halyard Health, Inc. ("Halyard") is a manufacturer of low-tech
medical devices, including those that deliver drugs for
post-operative and chronic pain management in a minimally invasive
way. The company also makes digestive health devices (e.g. -
enteral feeding tubes) and respiratory health devices. For the
twelve months ended December 31, 2017, pro forma revenues were
approximately $612 million.
The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.
HEAVENLY COUTURE: Taps M. Jones and Associates as Legal Counsel
---------------------------------------------------------------
Heavenly Couture, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire M. Jones and
Associates, PC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; prepare a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm will charge these hourly rates:
Michael Jones $400
Sara Tidd $350
Laily Boutaleb $325
Michael David $300
Paralegal $100
Law Clerk $100
M. Jones received a $35,000 retainer from the Debtor.
Michael Jones, Esq., at M. Jones, disclosed in a court filing that
no one at his firm holds any interest adverse to the Debtor's
estate, creditors or equity security holders.
The firm can be reached through:
Michael Jones, Esq.
M. Jones and Associates, PC
505 N. Tustin Avenue, Suite 105
Santa Ana, CA 92705
Telephone: (714) 795-2346
Facsimile: (888) 341-5213
Email: mike@MJonesOC.com
About Heavenly Couture Inc.
Heavenly Couture, Inc. -- https://heavenlycouture.com/ -- is a
fashion forward and innovative company providing fashion apparel
and accessories. It is a small family-owned business that started
as a small boutique in Laguna Beach in 2006. The company has store
locations throughout California and Florida and also serves its
customers online.
Heavenly Couture sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11756) on May 14,
2018. In the petition signed by Jiah Ha, president, the Debtor
disclosed $613,913 in assets and $4.43 million in liabilities.
Judge Theodor Albert presides over the case.
HERC RENTALS: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings revised its recovery ratings on HERC Rentals
Inc.'s senior secured second-lien notes due in 2022 and 2024 to '3'
from '4'. S&P's 'B+' issue-level ratings on the notes are
unchanged. The '3' recovery rating indicates its expectation for
meaningful recovery (50%-70%; rounded estimate: 55%) for
debtholders in the event of a default. The revision incorporates
recent debt paydown under the company's asset-based lending (ABL)
facility (to an approximate 60% draw), as well as a modest increase
in rental equipment net book value (as of March 31, 2018).
All other ratings, including S&P's 'B+' corporate credit rating on
both HERC Rentals and parent HERC Holdings Inc., are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
HERC operates in the competitive and cyclical construction
equipment rental market. S&P said, "Our simulated default
contemplates an unexpected and drastic downturn in the
nonresidential construction industry that severely strains
equipment usage, rental rates, revenue, and cash flow. We assume
the company's ABL facility is 60% drawn at default."
S&P said, "Although we believe HERC would likely reorganize after a
default, we use a discrete asset value (DAV) approach to analyze
recovery prospects for all general equipment rental providers. We
believe this method provides a conservative estimate of the likely
value available to creditors, although realization rates could be
lower than we assume if a large quantity of equipment floods the
market.
"Our DAV starts with HERC's net book values as of March 31, 2018.
We assume balance sheet accounts are partially diluted to reflect
the assumed loss of appraised value through additional depreciation
or expected contraction in working capital assets in the period
leading up to the hypothetical default. We then apply realization
rates to the assets, reflecting the friction of selling or the
discounts potential buyers or restructurers would apply in
distressed circumstances. We assume realization rates of 70% for
rental equipment, 75% for accounts receivables, 65% for inventory,
and 40% for other property and equipment."
Simulated default assumptions
-- Simulated year of default: 2022
-- Jurisdiction: U.S.
-- ABL draw: 60%
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.67
billion
-- Collateral/noncollateral split: 80%/20%
-- Total collateral value available to first-lien lenders: $1.63
billion
-- ABL estimate: $1.08 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total collateral value available to secured noteholders: $591
million
-- Secured notes: $1.02 billion
--Recovery expectations: 50%-70% (rounded estimate: 55%)
RATINGS LIST
Ratings Unchanged
HERC Rentals Inc.
Corporate Credit Rating B+/Stable/--
Senior Secured BB
Recovery Rating 1 (95%)
Recovery Rating Revised
HERC Rentals Inc.
To From
Senior Secured B+ B+
Recovery Rating 3 (55%) 4 (35%)
HH TEXTILE: Equity Stake in Mark Twain Bldg Up for Sale June 12
---------------------------------------------------------------
ACRES Capital Servicing LLC, a New York limited liability company,
as the secured party, will offer for sale at public auction on June
12, 2018, these properties:
(i) All right, title and interest of HH Mark Twain LP, a
Delaware limited partnership, in, to and under, 99.9% of the
limited partnership interests in HH KC Mark Twain LP, a Missouri
limited partnership;
(ii) all right, title and interest of Hudson KC Real Estate
Manager LLC, a Missouri limited liability company -- together with
HH Textile LP, collectively, the "Debtor" -- in, to and under, 0.1%
of the limited partnership interests in HH KC Mark Twain, and
(iii) together with all of the other "Collateral" as the term is
defined in a Pledge Agreement from the Debtor to the Secured Party
dated as of February 29, 2016.
HH Textile owns 100% of the limited partnership interests in HH KC
Mark Twain, and HH KC Mark Twain owns and operates the real estate
commonly known as Mark Twain Tower, 106 West 11th Street, Kansas
City, Missouri.
The sale will take place beginning at 12:30 p.m. on Tuesday, June
12, 2018, at the offices of Kramer Levin Naftalis & Frankel LLP,
1177 Avenue of the Americas, New York, New York 10036.
At the Sale, the Equity Interest will be offered 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.
ACRES Capital reserves the right to accept or reject any bid and
shall not be obligated to make any sale. It also reserves the
right to credit bid any and all indebtedness of HH KC Mark Twain
secured by the Pledge Agreement and become the purchaser at the
Sale.
The Equity Interest is an unregistered security under the
Securities Act of 1933.
Potential bidders are required to deposit $100,000 in the form of a
cashier's check or certified check or other immediately available
funds payable to ACRES Capital. The balance will be due upon the
conclusion of the sale.
ACRES may be reached through:
Jaclyn Jesberger
General Counsel
ACRES Capital Servicing LLC
865 Merrick Avenue, Suite 200S
Westbury, NY 11590
Telephone: (516) 307-0057
E-mail: jjesberger@acrescap.com
HH TEXTILE: Equity Stake in Textile Building Up for Sale June 12
----------------------------------------------------------------
ACRES Capital Servicing LLC, a New York limited liability company,
will offer for sale at public auction these properties:
(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 in HH Cincinnati Textile L.P., an Ohio
limited partnership,
(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; and
(iii) together with all of the other "Collateral" as that term
is defined in a Pledge Agreement from the Debtor to ACRES dated as
of March 1, 2016.
The Debtor owns 100% of the limited partnership interests in HH
Cincinnati Textile and HH Cincinnati Textile owns and operates the
real estate commonly known as The Textile Building, 205 West 4th
Street, Cincinnati, Ohio.
The sale will take place beginning at 12:00 p.m. on Tuesday, June
12, 2018, at the offices of Kramer Levin Naftalis & Frankel LLP,
1177 Avenue of the Americas, New York, New York 10036.
At the Sale, the Equity Interest will be offered 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.
ACRES reserves the right to accept or reject any bid and shall not
be obligated to make any sale. It also reserves the right to
credit bid any and all indebtedness secured by the Pledge Agreement
and become the purchaser at the Sale.
Interested parties who would like additional information regarding
the Sale, the requirements to be a Qualified Bidder or the terms of
the Sale should contact:
Kyle Kaminski
Mission Capital
Telephone: (212) 925-6692
E-mail: kkaminski@missioncap.com
HUSKY INC: Restated 2nd Amended Plan Discloses Agreement with SBPR
------------------------------------------------------------------
Husky, Inc., and Christian Elderly Home, Inc., filed with the U.S.
Bankruptcy Court for the District of Puerto Rico their amended and
restated second amended consolidated plan of reorganization.
On April 6, 2018, the Debtors filed their second amended
consolidated plan of reorganization, which provided, among other
matters a revised treatment to Scotiabank Puerto Rico under Class
5, 7 and 8. The Debtors and Scotiabank of Puerto Rico has been in
negotiations for the treatment of Claims No. 3 and 6 for several
months. Since no agreements were reached prior to the Confirmation
Hearing, the Debtors submitted the Second Amended Plan where the
Debtors proposed to surrender the collateral in payment to
Scotiabank de Puerto Rico, as the indubitable equivalent, under
Class 5, and any deficiency to be paid under Class 7. The Debtors
also created a new Class 8, with the intent of subordinating
Scotiabank's deficiency claim, if allowed by the Court.
On April 10, 2018, the Court held the Confirmation Hearing wherein
the Debtors and Scotiabank had the opportunity to discuss for the
last time a possible agreement, which is described in the revised
and amended plan. The agreement as stated by the Debtors and
confirmed by Scotiabank before the Court on the Confirmation
Hearing is incorporated into the amended and restated second
amended consolidated plan.
In summary, the Settlement Agreement provides as follows:
(a) SBPR Allowed Claim will be deemed to consist of(i) an
allowed secured claim in the amount of $4,060,000 and (ii) an
allowed unsecured deficiency claim in the amount of $3,409,869.09.
Notwithstanding the above, the Debtors and SBPR have agreed that
the Debtors will only consider only half (50%) of the SBPR
Deficiency Claim to receive treatment under Class 7 of the Approved
Plan. SBPR is waiving the other half (5 0%) of the SBPR Deficiency
Claim. Debtors will also be permitted to discount from SBPR's
Deficiency Claim, the payment to CRIM in the amount of$52,272.57
for their allowed secured claim in Class 2 to be paid under the
Approved Plan. For avoidance of doubt, the SBPR Deficiency Claim
will be capped at $1,678,798.26 and will receive payment pro rata
under Class 7 of the Plan based on a 3% payment of $1,678,798.26 in
84 months.
(b) SBPR will retain the insurance proceeds due to Hurricane
Maria from the Policy, for the claims over the Transferred Assets
which consists of real property. Debtors agree to cooperate with
SBPR in the claims process of the Policy and to execute any
documents required by the insurance company or SBPR to complete the
claims process under the Policy.
(c) On the Effective Date, the SBPR Secured Claim shall be
satisfied by the transfer to SBPR of the Transferred Assets,
pursuant to the Settlement Agreement, and the terms of the Plan.
The transfer of the Transferred Assets will be free and clear of
all Liens, Claims, encumbrances, charges and other interests of any
kind, extent, or nature.
A copy of the Amended and Restated Second Amended Consolidated Plan
is available at:
http://bankrupt.com/misc/prb-17-02559-11-145.pdf
About Husky Inc.
Husky, Inc., based in Gurabo, Puerto Rico, is the 100% owner of
Christian Elderly Home, Inc., having a current value of $1 million.
It also owns a 2,320 square-meter lot with concrete building for
storage located at Barrio Rincon and valued at $300,000.
Husky and Christian Elderly filed separate Chapter 11 petitions
(Bankr. D.P.R. Case Nos. 17-02559 and 17-02561) on April 12, 2017.
Edgardo Garcia Rosario, president, signed the petitions.
In its petition, Husky disclosed $1.32 million in assets and $7.63
million in liabilities. Christian Elderly disclosed $1.04 million
in assets and $7.5 million in liabilities.
Judge Enrique S. Lamoutte Inclan presides over the cases. Carmen
D. Conde Torres, Esq., at the Law Offices of C. Conde & Associates,
is the Debtors' bankruptcy counsel.
ILLINOIS STAR: Exclusive Plan Filing Period Extended to July 2
--------------------------------------------------------------
The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the
Southern District of Illinois, at the behest of Illinois Star
Centre LLC, has extended the exclusive period for filing a plan up
to and including July 2, 2018, and the exclusive period for
obtaining acceptance of the plan up to and including Oct. 2, 2018.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court for exclusivity extension due to the
Debtor's pending negotiations with its tenants and ongoing
litigation with its largest potential creditor in the Adversary.
The Debtor mentioned that it filed the instant case so that it
could obtain finality as to the alleged claims of The City of
Marion through the adversary proceeding commenced by Debtor on July
10, 2017.
On August 10, 2017, The City of Marion filed a motion to dismiss
the Adversary but said motion to dismiss has not been prosecuted by
The City of Marion in that its former counsel was disqualified on
or around Sept. 25, 2017 and its new counsel -- who did not enter
in the Adversary until Jan. 8, 2018 -- has not yet either adopted
or abandoned the pending motion to dismiss.
About Illinois Star Centre
Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion. The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.
Illinois Star Centre sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4,
2017. In the petition signed by Dennis D. Ballinger, Jr., its
managing member, the Debtor disclosed $5.6 million in assets and
zero liabilities.
The case is assigned to Judge Laura K. Grandy.
Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and
Hoffman Slocomb LLC, is its special counsel.
No official committee of unsecured creditors has been appointed in
the case.
INFORMATICA LLC: Moody's Ups CFR to B2 & 1st Lien Debt Rating to B1
-------------------------------------------------------------------
Moody's Investors Service upgraded Informatica LLC's Corporate
Family Rating (CFR) to B2, from B3, and the ratings for its 1st
lien credit facilities to B1, from B2, and senior unsecured notes
to Caa1, from Caa2. The ratings have a stable outlook.
RATINGS RATIONALE
The ratings upgrade reflects Moody's view that Informatica's
turnaround in revenues and profitability is sustainable and will
drive improvements in credit metrics. Moody's analyst Raj Joshi
said, "Informatica's strong subscription revenue growth and stable
software license sales should support revenue growth of about 10%
in 2018 and at least the mid-single digits in 2019." The upgrade
further reflects Moody's expectation that Informatica will generate
sustained free cash flow of about 6% of adjusted debt over the next
12 to 18 months. However, total debt to EBITDA (Moody's adjusted)
will remain high over this period though it should steadily decline
and approach the mid 8x by the end of 2019 (mid 6x, including
change in deferred revenues).
Informatica's revenues rebounded and grew year-over-year over the
last twelve months but it faces ongoing challenges amid the
industry's shift to the cloud and mature demand for its legacy,
on-premise software products. Customer buying preferences have
shifted in its markets from the large, multi-year software license
purchases to the smaller, subscription-based purchases of software
for specific use cases. At the same time, Moody's expects demand
for data integration software will benefit from digital
transformation initiatives in the large and mid-size enterprise
segments and deployments of hybrid information technology
environments. Informatica has leading products in multiple segments
of the enterprise data management software market, including cloud
integration services. Informatica's credit profile is further
supported by its good operating scale and growing recurring
revenues comprising subscription and software maintenance services.
The rating additionally incorporates Informatica's high financial
risk tolerance under the ownership of financial sponsors and
Moody's expectations for shareholder-friendly financial policies.
Informatica has very good liquidity over the next 12 to 18 months,
primarily supported by its cash balances, free cash flow and an
undrawn $150 million revolving credit facility.
Moody's could upgrade Informatica's rating if the company generates
sustained earnings growth and establishes a track record of
conservative financial policies. The rating could be upgraded if
Moody's expects free cash flow to exceed 8% of adjusted debt and
total debt to EBITDA (Moody's adjusted, including change in
deferred revenues) of mid 5x. Conversely, the rating could be
downgraded if weaker-than-expected profitability or increase in
debt cause free cash flow to fall below 5% of adjusted debt and
leverage to exceed mid 7x.
The following ratings were upgraded:
Issuer: Informatica LLC
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Senior Secured Bank Credit Facilities, Upgraded to B1 (LGD3) from
B2 (LGD3)
Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 (LGD5)
from Caa2 (LGD5)
Outlook Actions:
Issuer: Informatica LLC
Outlook, Remains Stable
Informatica is a leading independent provider of enterprise data
management software and services. The company is owned by funds
affiliated with Permira Advisers and Canada Pension Plan Investment
Board.
INTOWN COMPANIES: Profits from Business Income to Fund Plan
-----------------------------------------------------------
The Intown Companies, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a disclosure statement with
regard to its chapter 11 plan dated May 13, 2018.
The Intown Companies, Inc., is a company owned by Melton Harrell
that owns and operates a motel in Panama City, Florida.
Intown previously filed for bankruptcy in the Northern District of
Florida. That case was dismissed in April of 2017 based upon
erroneous expert testimony put forth by Panama Assets, LLC's expert
witness regarding, among other things, the cost to replace the roof
on Debtor's motel. The prior court heavily relied upon the false
testimony of Panama's expert witness to come to the conclusion that
Debtor's previous plan was infeasible; however, Debtor has shown a
change of circumstances that warrant confirmation of the instant
Plan. The motel has been operating for over 24 years, and Debtor
has invested over $300,000 into the motel since the prior case was
dismissed, including replacing the roof at a cost of approximately
$98,000 as opposed to $630,000 erroneously calculated by Panama's
expert witness in the prior case. The Debtor has also repaved its
parking lot since the dismissal of the prior bankruptcy case.
Allowed General Unsecured Claims/Trade Creditors in Class 3,
estimated at $21,151.47, will be paid 100% of their allowed claims
over five years with interest calculated at the federal judgment
rate that is in effect on the first date set for Confirmation in
monthly payments beginning on the first day of the first full month
following the Effective Date.
The source of funds for payments pursuant to the Plan will be the
profits of Debtor's business income. The Plan provides that Debtor
will act as the Disbursing Agent to make payments under the Plan
unless Debtor appoints some other entity to do so. The Debtor may
maintain bank accounts under the confirmed Plan in the ordinary
course of business. The Debtor may also pay ordinary and necessary
expenses of administration of the Plan in due course. Furthermore,
the Debtor is owed approximately $253,977.19 from Manhattan Loan
Co. Beginning on the Effective Date, Manhattan Loan Co. will begin
paying this loan back to the Debtor at an interest rate of 5.75%
amortized over 20 years with a balloon in 7 years to coincide with
the balloon of the Panama Class 1 Secured Claim. The monthly
payment from Manhattan Loan Co. to the Debtor will be $1,783.13
beginning on the Effective Date and continuing for 84 months. Mr.
Harrell has also provided that he will begin repayment of his debt
owed to Debtor in the amount of $74,883.67 at a 5% interest rate
amortized over a 7 year period. This will give the Debtor another
$1,058.40 of income per month for the 84 months post-confirmation.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/ganb18-53046-44.pdf
About The Intown Companies
After filing for bankruptcy in 2014 (Bankr. N.D. Fla. Case No.
14-50374), the Intown Companies, Inc., again sought protection
under Chapter 11 of the Bankruptcy Code on Feb. 23, 2018 (Bankr.
N.D. Ga. Case No. 18-53046). Judge James R. Sacca presides over
the case. Wiggam & Geer, LLC, is the Debtor's counsel.
ISOLUX CORSAN: May 30 Plan Confirmation Hearing
-----------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas has approved the first amended disclosure
statement explaining Isolux Corsan, L.L.C.'s first amended Chapter
11 plan of reorganization and will convene a hearing to consider
confirmation of the Plan today, May 30, at 9:30 a.m.
The Class 2 claims consist of the claims of allowed general
unsecured creditors which
existed prior to confirmation, excluding the claims of insiders
which are subordinated herein and included in Class 3. The Proof
of Claim deadline was April 9, 2018. The projected amount of Class
2 general unsecured claims is $21,500,000. The Debtor projects
that the distribution to Class 2 creditors will be between 7 to 10
percent. The amount of the distribution depends on the amount
generated by the Liquidating Trust. The initial distribution to
Class 2 creditors is to be made 30 days after the Confirmation
Date. Additional distributions will be made by the Liquidating
Trustee upon the further investigation of the Debtor's remaining
assets.
The Class 3 claims consist of the unsecured claims of the
subordinated insiders. The Proof of Claim deadlines was April 9,
2018. The projected amount of insider unsecured claims totals
$68,638,764.38. The Class 3 unsecured insider claims will be paid
from the net available funds in the estate after the full payment
of all secured, administrative, priority unsecured claims and
general unsecured creditors with allowed claims as provided herein.
Payments to Class 3 unsecured insider creditors will be made on a
pro-rata basis based upon the amount of allowed Class 3 insider
unsecured creditors (if any funds remain after the payment of all
allowed Class 2 general unsecured claims – which currently
appears unlikely,).
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txwb17-52777-81.pdf
About Isolux Corsan
Based in Austin, Texas, Isolux Corsan, L.L.C. --
http://www.isoluxcorsan.com/-- is a global company in the
concessions, energy, construction and industrial services industry,
with a track record spanning over 80 years of professional
activity. It operates in more than 35 countries on four
continents. Isolux Corsan operates in the engineering and
construction business of large-scale road, rail, hydraulic and
energy infrastructures. Isolux Corsan, is the outcome of the
take-over of Corsan-Corviam by Isolux Wat in 2004. Its parent
company Grupo Isolux Corsan, S.A., sought bankruptcy protection on
July 29, 2016 (Bankr. S.D.N.Y. Case No. 16-12202).
Isolux Corsan sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 17-52777) on Dec. 4, 2017. In the
petition signed by Jose Antonio Alvarez Dodero, CEO and sole
manager, the Debtor estimated assets of $1 million to $10 million
and liabilities of $10 million to $50 million. Judge Ronald B.
King presides over the case. Langley & Banack, Incorporated, serves
as counsel to the Debtor.
JACKSON RENTAL: June 21 Disclosure Statement Hearing
----------------------------------------------------
A hearing will be held on June 21, 2018, at 11:00 a.m., to consider
approval of the disclosure statement explaining Jackson Rental
Properties, Inc.'s Chapter 11 Plan.
Objections to the adequacy of the Disclosure Statement must be
filed by June 5. If any objection or response is filed, an
evidentiary hearing will be held on June 21; otherwise, the Court
may consider said Disclosure Statement immediately after the
objection or response due date.
About Jackson Rental Properties
Jackson Rental Properties, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Miss. Case No. 17-11898) on May 24, 2017,
estimating under $1 million in both assets and liabilities.
Subsequently, Willie L. Jackson, President of Jackson Rental, filed
a petition for relief under Chapter 11 on July 14, 2017. Both
debtors have invoked bankruptcy relief multiple times.
Jeffrey A. Levingston, Esq., at Levingston & Levingston, PA, is
Jackson Rental's attorneys. Barfield Salley & Associates, PLLC, is
the accountant.
JAMES TAGLIARENI: Brown-Taylor Buying Shreveport Property for $331K
-------------------------------------------------------------------
James Tagliareni filed with the U.S. Bankruptcy Court for the
District of New Jersey a notice asking approval of his amendment to
his private sale of the real property located at 711 and 715 Milam
Street, Shreveport, Louisiana, together with the interest of
co-owner Pamela Tagliareni, to Brown-Taylor Development, LLC, for
$331,000.
The Debtor has an interest as co-owner with his wife, Pamela
Tagliareni (a nondebtor), in the Property.
On April 13, 2017, the Debtor and the Purchaser engaged in
arms'-length negotiations for the sale of the Property resulting in
a contract price of $550,000 if the closing occurred on or before
Dec. 31, 2017, or $575,000 if the closing occurred after Dec. 31,
2017 but before March 31, 2018. On Oct. 6, 2017, an order was
entered authorizing the retention of Lea Hall Properties to
consummate the proposed transaction. Pursuant to the listing
agreement, the commission of the Broker is 6% of the total Purchase
Price. Based upon a valuation prepared for the Property by the
Broker, the Property had a value approximating the sale price.
On Nov. 22, 2017, the Debtor filed a motion to approve the sale of
the Property to the Purchaser which was approved on Dec. 27, 2018.
The sale was schedule to close the last week of March, 2018. On
Feb. 21, 2018, due to tremendous storms in the area, the roof of
the Property collapsed. As a result of the substantial damage to
the Property, the Purchaser has lowered the purchase price for the
Property from $575,000 to $331,000.
Of note, the Debtor had insurance on the Property at the time of
the incident and is pursuing recovery from the insurance company.
Approval of the insurance proceeds to be received, and any proposed
use and/or distribution thereof, will be the subject of a separate
motion to be filed with the Court. The Purchaser will not have any
interest in or be entitled to any of the insurance proceeds.
A copy of the fully executed Amendment & Extension of Real Estate
Option to Buy Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/James_Tagliareni_201_Sales.pdf
Prepetition taxes due and owing on the Property, total
approximately $48,000. Post-petition taxes are current. With the
exception of the real estate taxes, there are no mortgages or liens
against the Property.
Following the payment of the real estate taxes and the Realtor's
commission, the remaining proceeds from the sale will be
distributed 50% to the Debtor and 50% to the non-debtor, co-owner,
Pamela Tagliareni. With the consent of Pamela Tagliareni, both her
share of the sale proceeds and the Debtor's share of the sale
proceeds will be turned over to his counsel and placed in the
counsel's trust account, pending confirmation of the Debtor's
Chapter 11 plan or an appropriate order of the Court.
The Debtor further intends to pay real estate counsel for services
performed in connection with the sale of the Property, as well as,
ordinary expenses, from the gross sale proceeds.
Due to certain time deadlines/restrictions under the Purchaser's
agreement with the Louisiana Housing Corp., the Purchaser needs to
close on the sale on or before June 10, 2018. Absent a closing
prior to such date, the Purchaser may be unwilling to proceed with
the purchase of the Property. Accordingly, the Debtor asks that
the Court waives the 14-day stay of the sale order to allow the
Debtor to immediately proceed with the closing and sale of the
Property.
The Purchaser:
Edward S. Taylor, Agent
BROWN-TAYLOR DEVELOPMENT, LLC
101 Milam St.
Shreveport, LA 71101
Telephone: (318) 676-0866
Cellphone: (318) 349-4839
James Tagliareni sought Chapter 11 protection (Bankr. D.N.J. Case
No. 17-14116) on March 2, 2017. The Debtor tapped Joseph R Zapata,
Jr., Esq., at Mellinger, Sanders & Kartzman, LLC, as counsel.
JOHN FINCKBEINER: Chartres Buying New Orleans Property for $815K
----------------------------------------------------------------
John J. Finckbeiner, Jr., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to authorize the sale of the real
property located in the Parish of Orleans, city of New Orleans,
Louisiana and referred to as 327 Exchange Place, New Orleans,
Louisiana, to Chartres Properties, LLC, for $815,000.
The Debtor is the record owner of the Property.
On Jan. 13, 2017, Debtor retained Lisa Shedlock and Richard
Jeansone of French Quarter Realty to market the Property and
liquidate same for the best and highest price pursuant to the terms
of that certain Listing Agreement between the Debtor and the
Listing Agent. Pursuant to the Listing Agreement, the Listing
Agent listed the Property for sale for $1.2 million, and the term
of the Listing Agent’s authorization was to expire 180 days from
Jan. 13, 2017. The Debtor and the Listing Agent entered into
multiple amendments to the Listing Agreement, ultimately extending
the term of the Listing Agreement to June 8, 2018, and reducing the
listing price to $999,000.
The Purchaser has offered to purchase the Property from the Debtor
for the purchase price of $815,000 on these terms (more fully set
forth in the Louisiana Residential Agreement to Buy or Sell dated
April 20, 2018 and Property Inspection Response dated May 10,
2018):
a) The Purchaser will deposit $25,000 to be held in trust by
the Debtor's Listing Agent, which funds will be applied as a credit
toward the purchase price at the closing of the sale.
b) The sale is conditioned on the ability of Purchaser to
finance 80% of the purchase price at an interest rate not to exceed
5.75% over not less than 20 years.
c) The closing deadline will be May 31, 2018.
d) The sale will be "as is" without any warranty whatsoever.
The Purchaser will be obligated for costs of closing, including any
costs for or associated with title insurance policy.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/John_Finckbeiner_16_Sales.pdf
The liens and encumbrances affecting the Property listed in order
of date of recordation is Multiple Indebtedness Mortgage dated June
26, 2014, in favor of IberiaBank, filed 6/30/2014, Instrument No.
2014-24844, MIN # 1162209.
The Property had been utilized as an office for the Debtor's law
firm. He has determined that the Property is not necessary for
continued operations or an effective reorganization, and proceeds
from sale will reduce ongoing debt service obligations. The net
proceeds will be deposited into his DIP Account, available for
ordinary course expenses or other expenses subject to further order
of Court.
The Debtor proposes to sell the Property free and clear of liens,
claims and interests. The sale proceeds will be distributed by the
title company designated to handle the closing of the sale as
follows:
a) Estimated payoff in the amount of $260,000 in full
satisfaction of Multiple Indebtedness Mortgage dated June 26, 2014,
in favor of IberiaBank, filed 6/30/2014, Instrument No. 2014-24844,
MIN # 1162209;
b) 6% of the Purchase Price to the Listing Agent as a broker's
commission;
c) The Debtor's prorated portion of outstanding real estate
taxes and customary closing costs; and
d) The net proceeds payable to the Debtor.
The parties intend to close the sale as soon as possible, no later
than May 31, 2018. Consequently, the Debtor asks that the 14-day
stay to effectiveness of the Order be waived to the fullest extent
authorized by the Bankruptcy Rules, including, but not limited to,
Bankruptcy Rule 6004(h).
Counsel for the Debtor:
Leo D. Congeni, Esq.
CONGENI LAW FIRM, LLC
New Orleans, LA 70130
Telephone: (504) 522-4848
Facsimile: (914) 992-0378
E-mail: leo@congenilawfirm.com
John Joseph Finckbeiner, Jr., sought Chapter 11 protection (Bankr.
E.D. La. Case No. 18-11137) on May 2, 2018. The Debtor tapped Leo
D. Congeni, Esq., as counsel.
KAMA MANAGEMENT: June 6 Plan Confirmation Hearing
-------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved the disclosure
statement explaining KAMA Management, Inc.'s amended Chapter 11
small business plan.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Amended Plan and
of any objections as may be made to either will be held, for cause,
on June 6, 2018 at 9:00 a.m.
General unsecured claims are not secured by property of the estate
and are not entitled to priority under Section 507(a) of the
Bankruptcy Code. This class will receive a pro-rata distribution of
$5,000. The Debtor's will pay from ongoing sales operations.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-08008-134.pdf
About Kama Management
Kama Management Inc., a "small business debtor", filed a Chapter 11
petition (Bankr. D.P.R. Case No. 16-08008) on Oct. 5, 2016.
Alberto Perez Pujals, president, signed the petition. At the time
of filing, the Debtor disclosed total liabilities of $1.45 million.
Maria Soledad Lozada Figueroa, Esq., at Lozada Law & Associates,
LLC, is the Debtor's counsel.
KEAST ENTERPRISES: Committee Taps Sugar Felsenthal as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Keast Enterprises,
Inc., seeks approval from the U.S. Bankruptcy Court for the
Southern District of Iowa to hire Sugar Felsenthal Grais &
Helsinger LLP as its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; investigate the Debtor's assets and pre-bankruptcy
conduct; assist in negotiations with the Debtor and creditors;
advise the committee regarding the terms of any asset sale or
bankruptcy plan; and provide other legal services related to the
Debtor's Chapter 11 case.
Sugar Felsenthal will charge for its legal services on an hourly
basis, capping its hourly fees at a blended rate of $400 per hour.
Its hourly rates range from $325 to $725 for attorneys and from
$200 to $285 for paraprofessionals.
The attorneys expected to handle the case are:
Mark Melickian Senior Partner $725
Michael Brandess Partner $515
Jeffrey Goldberg Associate $325
Mark Melickian, Esq., a senior partner at Sugar Felsenthal,
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:
Mark S. Melickian, Esq.
Michael A. Brandess, Esq.
Jeffrey M. Goldberg, Esq.
Sugar Felsenthal Grais & Helsinger LLP
30 N. LaSalle St., Suite 3000
Chicago, IL 60602
Telephone: 312.704.9400
Facsimile: 312.372.7951
Email: mmelickian@SFGH.com
Email: mbrandess@SFGH.com
Email: jgoldberg@SFGH.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. At the time of filing,
the Debtor estimated $1,000,001 to $10 million in both assets and
liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor &
Fairgrave P.C., is the Debtor's counsel. JT Korkow, d/b/a
Northwest Financial Consulting, is its financial advisor.
The U.S. Trustee for Region 12 appointed an official committee of
unsecured creditors on May 11, 2018.
KENNEWICK PUBLIC: June 20 Plan of Adjustment Confirmation Hearing
-----------------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington has approved the disclosure
statement explaining Kennewick Public Hospital District's Chapter 9
Plan of Adjustment.
The hearing to consider confirmation of the Plan is scheduled for
June 20, 2018, at 10:00 a.m. Deadline to file confirmation
objections is June 11. Deadline to file voting report and
confirmation brief is June 18.
Prior to the Disclosure Statement hearing, the Debtor amended the
disclosure statement. Under the Plan and pursuant to the RCCH
Transaction Agreement, all of the District's assets except the
Effective Date Deposit Holdback, the Retained Assets, and the
Retained Claims and Defenses will be conveyed to RCCH on the
Effective Date.
On the Effective Date, the Reorganized Debtor will establish the
Plan Fund for purpose of making Distributions under the Plan and
will use the Effective Date Deposit Holdback--which will not be
transferred to RCCH in the RCCH Transaction--to make the Effective
Date Deposit to the Plan Fund. The Plan Fund will fund the
Reorganized Debtor's obligations to pay Allowed Administrative
Claims as provided in the Plan. The Confirmation Order will appoint
the District as the Disbursing Agent under the Plan.
After the Effective Date, the Reorganized Debtor will make
Subsequent Deposits at such times and in such amounts as necessary
to fully fund Distributions. In the event the Reorganized Debtor
does not have sufficient available Cash to make the full required
amount of any such Subsequent Deposits, RCCH will advance to the
Reorganized Debtor Cash in such amounts and at such times as may be
necessary for the Reorganized Debtor to make such Subsequent
Deposits as otherwise required by the Plan. RCCH will make such
advances to, and be entitled to reimbursement from, the Reorganized
Debtor as provided under the Community Care Agreement.
The remaining amount held by the Plan Fund, if any, after the
payment in full of all Allowed Administrative Claims will be
transferred by the Disbursing Agent to RCCH.
Class 7 consists of all General Unsecured Claims against the
Debtor. The holders of Allowed Claims in Class 7, including Allowed
Claims in connection with the LTGO Bond, will be entitled to
receive their Pro Rata share of Distributions from assets of the
Creditors Trust. Distributions from the Creditors Trust will be
paid in accordance with the terms of the Plan and the terms and
conditions governing the Creditors Trust.
The Debtor estimates the current total amount of filed and
scheduled General Unsecured Claims to be approximately $25 million.
The Debtor's claims against UPS and rights in the Ayers Property,
which remain disputed subject to resolution of the UPS Adversary
Proceeding, comprise the only material assets that will be
transferred to the Creditors Trust and used to satisfy Allowed
General Unsecured Claims. Recoveries by holders of Allowed Claims
in Class 7 depend almost entirely on the ultimate resolution of the
UPS Adversary Proceeding.
As of summer 2017, the appraised value of the Ayers Property was
approximately $4 million. The Debtor believes it has a strong right
and claim to receive half of that value. Both the District and UPS,
however, have asserted claims to receive the entire value of the
Ayers Property. The District has also asserted certain Avoidance
Actions seeking recovery from UPS in the approximate amount of
$900,000. Accordingly, the value of the UPS Adversary Proceeding to
the Creditors Trust may be as little as zero and as much as $4.5
million.4 Assuming Class 7 accepts the Plan, the Debtor estimates
that potential recoveries range between zero and $0.15, with the
mostly likely outcome being a recovery of approximately $0.05, per
dollar of Allowed General Unsecured Claims.
A full-text copy of the Amended Plan is available at:
http://bankrupt.com/misc/waeb17-02025-868.pdf
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/waeb17-02025-9-844.pdf
A full-text copy of the original Disclosure Statement is available
at:
http://bankrupt.com/misc/waeb17-02025-793.pdf
About Kennewick Public Hospital District
Originally established in 1948, Kennewick Public Hospital District,
doing business as Trios Health, owns and operates a multi-faceted
public healthcare system primarily serving residents in Kennewick,
Pasco, Richland, and surrounding communities.
Kennewick -- http://www.trioshealth.org/-- is one of the largest
multi-specialty medical groups in Eastern Washington. It has two
hospitals and multiple urgent and outpatient care centers, which
together provide inpatient and outpatient services at 12 different
locations in the city of Kennewick. Kennewick maintains a
workforce of approximately 1,104 employees, including medical staff
comprising over 89 providers.
Kennewick is a "municipality" as defined in Section 101(40) of the
Bankruptcy Code. It is a "public hospital district," a form of
municipal corporation authorized under Washington's Public Hospital
Districts Act.
The Debtor sought protection under Chapter 9 of the Bankruptcy Code
(Bankr. E.D. Wash. Case No. 17-02025) on June 30, 2017. The
petition was signed by Craig Cudworth, chief executive officer.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $100 million to $500 million.
Foster Pepper PLLC represents the Debtor as bankruptcy counsel.
Garden City Group is the Debtor's claims and noticing agent.
On September 1, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
KRONOS ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service affirmed Kronos Acquisition Holdings
Inc.'s B3 corporate family rating (CFR), B3-PD probability of
default rating, B1 senior secured term loan B rating and Caa1
senior unsecured notes ratings, and changed the ratings outlook to
negative from stable.
"The outlook was changed to negative because it is likely that
leverage (adjusted Debt/EBITDA) will be sustained above 7x in the
next 12 to 18 months (8.4x pro forma for recent acquisitions),
which is not in line with Moody's expectation for the B3 CFR," said
Peter Adu, a Moody's Vice President and Senior Analyst.
Ratings Affirmed:
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$804 million Senior Secured Term Loan B due 2023, B1 (LGD3) from
(LGD2)
$390 million Senior Unsecured Notes due 2023, Caa1 (LGD5)
$500 million Senior Unsecured Notes due 2023, Caa1 (LGD5)
Outlook:
Changed to Negative from Stable
RATINGS RATIONALE
Kronos' B3 CFR primarily reflects its high leverage (pro forma
adjusted Debt/EBITDA of 8.4x at LTM Q1/2018), Moody's expectation
that the metric will remain above 7x in the next 12 to 18 months,
and the company's volatile results as rising raw material costs are
harder to pass on to customers. The rating also reflects Moody's
opinion that organic growth prospects will remain low and debt
repayment will be limited over the next 12 to 18 months given the
company's low free cash flow generating capacity. The rating
considers Kronos' diversified business model, its sizeable share of
the US private label bleach market, and its good positions in pool
additives and automotive fluids.
Kronos has adequate liquidity. The company's sources of liquidity
exceed $200 million while it has no mandatory term loan repayments
over the next 12 months. Kronos' liquidity is supported by cash of
$16 million at Q1/2018, about $200 million of availability under
its $350 million ABL revolver due February 2023 (borrowing base of
$300 million), and Moody's expected free cash flow of around
negative $10 million in the next 4 quarters. Kronos does not have
to comply with any financial covenants unless ABL availability
falls below $30 million, which mandates compliance with a minimum
fixed charge coverage ratio of 1x. Moody's does not expect this
covenant to be applicable in the next 4 quarters. Kronos has
limited ability to generate liquidity from asset sales as its
assets are encumbered. Kronos has no refinancing risk until 2023
when its entire debt capital comes due.
The outlook is negative because leverage is likely to be sustained
above 7x in the next 12 to 18 months, which is not in line with
Moody's expectation for the B3 CFR. The company's adequate
liquidity and absence of debt maturities in the near term are
sustaining the CFR at this time
Moody's will consider upgrading Kronos' rating if it sustains
adjusted Debt/EBITDA towards 5.5x (pro forma 8.4x) along with
RCF/Net Debt well above 10% (pro forma 3%) while maintaining at
least adequate liquidity. The rating will be downgraded if there is
deterioration in operating results arising from volume or price
declines or input cost increases such that adjusted Debt/EBITDA is
likely to be sustained above 7x (pro forma 8.4x) in 2019. Kronos'
ratings will also be downgraded if its liquidity deteriorates,
likely due to negative free cash flow generation on a consistent
basis. Leveraging acquisitions or paying a leveraging dividend to
its private owner could also cause a downgrade.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
Kronos Acquisition Holdings Inc., headquartered in Concord,
Ontario, manufactures a variety of household cleaning (including
bleach), personal care, over-the-counter products, pool additives
and automotive fluids. Revenue for the twelve months ended March
31, 2017 was $2.4 billion. Kronos is owned by Centerbridge Partners
LLC.
LEGAL COVERAGE: Trustee Selling Condo Unit 11 to QDL for $2.8M
--------------------------------------------------------------
Leslie Beth Baskin, the Chapter 11 Trustee for The Legal Coverage
Group Ltd., asks the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to authorize the bidding procedures and the Asset
Purchase Agreement with QDL, LLC in connection with the sale of the
condominium unit located at 101 Walnut Street, Unit 11,
Philadelphia, Pennsylvania, including all personal property located
thereon, for $2,750,000 cash.
Gary Alan Frank was principal and sole member of Debtor. He
currently resides at the Property. 101 Walnut Street Associates,
LP ("101 Walnut"), is a limited partnership whose sole member is
Frank and whose address is 101 Walnut Street, Unit PH,
Philadelphia, Pennsylvania, i.e., the 101 Walnut Penthouse.
On the Petition Date, Frank was the sole principal of the Debtor
and 101 Walnut. The United State Attorney's Office began
investigating Frank for criminal activities in early 2018, and on
March 16, 2018, filed a criminal complaint against him under the
caption, United States of America v. Gary Alan Frank, No. 18-393-M
(E.D. Pa).
Frank admits he took money belonging to the Debtor, transferred it
to 101 Walnut, and used those funds to purchase Unit 8 condominium
for himself. The Debtor has claims against Frank and 101 Walnut
far in excess of the reasonable fair market value of Unit 8 and any
and all other property owned by Frank and 101 Walnut.
On March 15, 2018, the Trustee made demand for turnover/assignment
of, inter alia, Unit 11. Frank entered into a stipulation with the
Trustee in which he agreed, inter alia, to convey the 101 Walnut
Penthouse to the Trustee; and signed and delivered deeds for that
Real Property, on his behalf and on behalf of his fraudulent
transferee, 101 Walnut, to the Trustee.
Frank and 101 Walnut made the deed transfers to compensate the
Debtor, in part, for the monies Frank and his transferee owe as a
result of taking funds from the Debtor. Some personal creditors of
Frank and/or 101 Walnut have put Trustee on notice that they may
have some interest in the 101 Walnut Penthouse. In particular, the
issue was raised at a hearing on March 28, 2018 on the Trustee's
Emergency Motion to Approve Stipulation and Settlement for
Assignment of Claim and Receipt of Deeds for Real Property Pursuant
to Bankruptcy Rules 90l9(a) and 6004(h).
On April 3, 2018, the Court, after considering the Trustee's
Emergency Motion, authorized the Trustee to use her best efforts to
manage the Real Property owned by Frank and 101 Walnut. The
authority to manage the Real Property expressly included "offering
for sale or rental all or some of the Real Property (subject to
notice and approval by the court). All of the personal creditors
that have identified themselves to the Trustee as potentially
having a claim against 101 Walnut Penthouse are persons who made
loans to the Debtor which Frank personally guaranteed. A possible
exception is Howard Levy, who loaned $250,000 to Frank, not the
Debtor. Those creditors have parallel claims in the same amounts
against both the Debtor and Frank.
On April 3, 2018, the Trustee filed an adversary action seeking a
declaration that it is appropriate for the Trustee to administer,
inter alia, 101 Walnut Penthouse. On April 9, 2018, an involuntary
Chapter 7 was filed against Frank by three petitioning creditors
(Michel's Bakery, Inc., Philip W. Seefried, Jr., Michael Zion).
The Frank bankruptcy case number is 18-12353.
The Trustee asks authority to sell the 101 Walnut Penthouse. She
has determined that maximizing the value of the Debtor's estate is
best accomplished through a sale, free and clear of liens, claims,
encumbrances or other interests, of real and personal property of
Frank or his transferees including the 101 Walnut Penthouse.
The Trustee was contacted by at least four potential purchasers
advising that they had an interest in purchasing the 101 Walnut PH.
Such contact was either by their real estate agent or the
prospective purchaser themselves. The Trustee has procured an
offer from QDL in the amount of $2,750,000. She considers that to
be a fair price for the property because insofar as the three
offers for purchase of the 101 Walnut Penthouse were lower in
price.
The salient terms of the APA Procedures are:
a. Purchaser: QDL, LLC
b. Agent: No agent
c. Closing Date: 30 days after the Court enters an order
approving sale to West
d. Requested Real Property Sale Hearing: Subject to the
Court's availability, June 25, 2018
e. Good Faith Deposit: $100,000 on execution, $2,650,000 at
closing
f. Purchase Price: $2,750,000, cash offer
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Legal_Coverage_273_Order.pdf
To ensure that the maximum value is received for Unit 11, the West
Proposal is subject to higher or better offers. The Trustee
believes that sale pursuant to the Bidding Procedures will provide
the best opportunity to maximize the realizable value of Unit 11.
The salient terms of the Bidding Procedures are:
a. Entry of Bidding Procedures Order: May 24, 2018
b. Sale Objection Deadline: June 13, 2018 at 4:00 p.m. (PET);
c. Bid Deadline: June 18, 2018 at 5:00 p.m. (PET)
d. Auction: June 19, 2018 at 2:00 p.m. (PET) at the offices of
Spector Gadon & Rosen, PC, 1635 Market Street, 7th FL,
Philadelphia, PA 19103, or at such other place, date, and time as
the Trustee may designate.
e. Sale Hearing: June 25, 2018 at 11:00 a.m. (PET)
h. Qualified Bid: Equal to or greater than $2.8 million
i. Deposit: $100,000
j. Bid Increments: $50,000
The Trustee has agreed to sell, transfer and assign the right,
title and interest in that real property free and clear of any and
all liens, claims, interests, and other encumbrances.
To avoid the cash Purchaser from withdrawing its offer, the Trustee
must close the sale promptly after all closing conditions have been
met or waived. Accordingly, she asks the Court to waive the 14-day
stay under Bankruptcy Rules 6004(h).
The Purchaser:
QDL, LLC
30 South 15th St., 15th Floor
Philadelphia, PA 19102
Attn: Gagandeep Lakhmna
-mail: gl@greenpointe.net
About The Legal Coverage Group
The Legal Coverage Group Ltd., also known as LCG, Ltd., is a
Pennsylvania Subchapter S corporation. LCG, the exclusive provider
of HELP Legal Plan, was founded in 1995 to modernize and ultimately
perfect the concept of the employee legal plan. Headquartered in
the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held
employee legal plan servicing worksites of all sizes and industries
on a regional and national level, while maintaining the industry's
highest rates of retention through unparalleled, unlimited, and
fully comprehensive benefits services provided by only partner
level attorneys.
LCG sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018. In the
petition signed by CEO Gary A. Frank, the Debtor estimated assets
of $100 million to $500 million and liabilities of $10 million to
$50 million. Judge Jean K. FitzSimon presides over the case.
Dilworth Paxson LLP is the Debtor's legal counsel; and Wipfli LLP
as tax advisor.
Leslie Beth Baskin, Esq., has been appointed as Chapter 11 trustee,
and is represented by the law firm of Spector Gadon & Rosen, PC.
Counsel for The Prudential Insurance Company of America and
Prudential Retirement Insurance and Annuity Company are Morton R.
Branzburg, Esq., Carol Ann Slocum, Esq., and Christopher J.
Leavell, Esq., at Klehr Harrison Harvey Branzburg LLP; Sarah R.
Borders, Esq., and Jeffrey R. Dutson, Esq., at King & Spalding LLP.
LEGAL COVERAGE: Trustee Selling Philadelphia Property for $940K
---------------------------------------------------------------
Leslie Beth Baskin, the Chapter 11 Trustee for The Legal Coverage
Group Ltd., asks the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to authorize the bidding procedures and the Asset
Purchase Agreement with Matthew West or his Assignee in connection
with the sale of the condominium unit located at 101 Walnut Street,
Unit 8, Philadelphia, Pennsylvania, including all personal property
located thereon, for $940,000 cash.
Gary Alan Frank was principal and sole member of Debtor. He
currently resides at the Property. 101 Walnut Street Associates,
LP ("101 Walnut"), is a limited partnership whose sole member is
Frank and whose address is 101 Walnut Street, Unit PH,
Philadelphia, Pennsylvania, i.e., the 101 Walnut Penthouse.
On the Petition Date, Frank was the sole principal of the Debtor
and 101 Walnut. The United State Attorney's Office began
investigating Frank for criminal activities in early 2018, and on
March 16, 2018, filed a criminal complaint against him under the
caption, United States of America v. Gary Alan Frank, No. 18-393-M
(E.D. Pa).
Frank admits he took money belonging to the Debtor, transferred it
to 101 Walnut, and used those funds to purchase Unit 8 condominium
for himself. The Debtor has claims against Frank and 101 Walnut
far in excess of the reasonable fair market value of Unit 8 and any
and all other property owned by Frank and 101 Walnut.
On March 15, 2018, the Trustee made demand for turnover/assignment
of, inter alia, Unit 8. Frank entered into a stipulation with the
Trustee in which he agreed, inter alia, to convey the Unit 8 to the
Trustee; and signed and delivered deeds for that Real Property, on
his behalf and on behalf of his fraudulent transferee, 101 Walnut,
to the Trustee.
Frank and 101 Walnut made the deed transfers to compensate the
Debtor, in part, for the monies Frank and his transferee owe as a
result of taking funds from the Debtor. Some personal creditors of
Frank and/or 101 Walnut have put Trustee on notice that they may
have some interest in the Unit 8. In particular, the issue was
raised at a hearing on March 28, 2018 on the Trustee's Emergency
Motion to Approve Stipulation and Settlement for Assignment of
Claim and Receipt of Deeds for Real Property Pursuant to Bankruptcy
Rules 90l9(a) and 6004(h).
On April 3, 2018, the Court, after considering the Trustee's
Emergency Motion, authorized the Trustee to use her best efforts to
manage the Real Property owned by Frank and 101 Walnut. The
authority to manage the Real Property expressly included "offering
for sale or rental all or some of the Real Property (subject to
notice and approval by the court). All of the personal creditors
that have identified themselves to the Trustee as potentially
having a claim against Unit 8 are persons who made loans to the
Debtor which Frank personally guaranteed. A possible exception is
Howard Levy, who loaned $250,000 to Frank, not the Debtor. Those
creditors have parallel claims in the same amounts against both the
Debtor and Frank.
On April 3, 2018, the Trustee filed an adversary action seeking a
declaration that it is appropriate for the Trustee to administer,
inter alia, Unit 8. On April 9, 2018, an involuntary Chapter 7 was
filed against Frank by three petitioning creditors (Michel's
Bakery, Inc., Philip W. Seefried, Jr., Michael Zion). The Frank
bankruptcy case number is 18-12353.
The Trustee asks authority to sell Unit 8. She has determined that
maximizing the value of the Debtor's estate is best accomplished
through a sale, free and clear of liens, claims, encumbrances or
other interests, of real and personal property of Frank or his
transferees including Unit 8.
The Trustee has had one other offer for Unit 8 at a proposed
purchase price of $900,000. She has procured an offer from West in
the amount of $940,000. She considers that to be a fair price for
the property insofar as the only other offer for purchase of Unit 8
was $40,000 less than the purchase price. Long Short Advisors has
confirmed that the purchaser, West, has ample means to support the
cash offer of $940,000. West wants to close the sale by the end of
June 2018.
The salient terms of the APA Procedures are:
a. Purchaser: Matthew West or his Assignees
b. Agent: No agent for the Seller and the Buyer is responsible
for commission to his agent.
c. Closing Date: 30 days after the Court enters an Order
approving sale to West
d. Requested Real Property Sale Hearing: Subject to the
Court's availability, June 25, 2018
e. Good Faith Deposit: $25,000 within 5 days of execution by
the Buyer of Agreement of Sale, $915,000 at closing
f. Purchase Price: $940,000, cash offer
In order to ensure that the maximum value is received for Unit 8,
the West Proposal is subject to higher or better offers. The
Trustee believes that sale pursuant to the Bidding Procedures will
provide the best opportunity to maximize the realizable value of
Unit 8.
The salient terms of the Bidding Procedures are:
a. Entry of Bidding Procedures Order: May 24, 2018
b. Sale Objection Deadline: June 13, 2018 at 4:00 p.m. (PET);
c. Bid Deadline: June 18, 2018 at 5:00 p.m. (PET)
d. Auction: June 19, 2018 at 10:00 a.m. (PET) at the offices
of Spector Gadon & Rosen, PC, 1635 Market Street, 7th FL,
Philadelphia, PA 19103, or at such other place, date, and time as
the Trustee may designate.
e. Sale Hearing: June 25, 2018 at 11:00 a.m. (PET)
h. Qualified Bid: Equal to or greater than $940,000
i. Deposit: $25,000
j. Bid Increments: $25,000
The Trustee has agreed to sell, transfer and assign the right,
title and interest in that real property free and clear of any and
all liens, claims, interests, and other encumbrances.
To avoid the cash Purchaser from withdrawing its offer, the Trustee
must close the sale promptly after all closing conditions have been
met or waived. Accordingly, she asks the Court to waive the 14-day
stay under Bankruptcy Rules 6004(h).
About The Legal Coverage Group
The Legal Coverage Group Ltd., also known as LCG, Ltd., is a
Pennsylvania Subchapter S corporation. LCG, the exclusive provider
of HELP Legal Plan, was founded in 1995 to modernize and ultimately
perfect the concept of the employee legal plan. Headquartered in
the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held
employee legal plan servicing worksites of all sizes and industries
on a regional and national level, while maintaining the industry's
highest rates of retention through unparalleled, unlimited, and
fully comprehensive benefits services provided by only partner
level attorneys.
LCG sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018. In the
petition signed by CEO Gary A. Frank, the Debtor estimated assets
of $100 million to $500 million and liabilities of $10 million to
$50 million. Dilworth Paxson LLP is the Debtor's legal counsel;
and Wipfli LLP, as tax advisor.
Judge Jean K. FitzSimon presides over the case.
Leslie Beth Baskin, Esq., has been appointed as Chapter 11 Trustee,
and is represented by the law firm of Spector Gadon & Rosen, PC.
Counsel for The Prudential Insurance Company of America and
Prudential Retirement Insurance and Annuity Company are Morton R.
Branzburg, Esq., Carol Ann Slocum, Esq., and Christopher J.
Leavell, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP; and Sarah R.
Borders, Esq., and Jeffrey R. Dutson, Esq., at KING & SPALDING LLP.
LISA CHASE: Proposes a Private Sale of Action Property for $330K
----------------------------------------------------------------
Lisa Chase asks the U.S. Bankruptcy Court for the District of
Massachusetts to authorize the private sale of the real property
located at 132 Covewood Drive, Acton, Maine to Vincent Lambert for
$330,000.
The parties have entered into Sale Agreement. The closing will
take place after entry of the order approving the sale. The terms
of the proposed sale are more fully described in the Sale Motion,
which was filed with the Court. Copies of the Sale Motion and all
sale-related documents are available upon request to the
undersigned or on the website for the Court.
The Real Property will be sold free and clear of all liens, claims,
interests and encumbrances, if any, including liens securing
municipal fees, real estate taxes accrued and unpaid as of the
closing, and water and sewer use charges, if any. Such liens,
claims, interests or encumbrances, to the extent valid, will attach
to the Net Proceeds of the Real Property sale, as relevant, to the
same extent and in the same order of priority as they encumber the
Real Property as set forth in the Sale Motion. However, the
Mortgage on the Real Property will be discharged pursuant to the
Settlement.
The Real Property will be sold "as is" and "where is," and "how is"
and without any representations or warranties except as provided in
the Sale Agreement annexed to the Sale Motion and specifically
without any transferor liability.
Through the Sale Notice, counteroffers for the Real Property are
solicited. Any counteroffers to the sale must be filed by May 23,
2018 at 4:30 p.m. Alternatively, any counteroffer may be sent
directly to the Trustee and his counsel. All counteroffers with
any financing contingency must be no less than $347,000.
All counteroffers must be accompanied by a deposit equal to or
greater than 10% of the total counteroffer made payable to "John O.
Desmond, Trustee of Lisa Chase, Case No. 10-22697 (FJB)," or by
wire transfer to an account to be designated by the Trustee. The
Sale Hearing is scheduled to take place on May 24, 2018 at 9:30
a.m.
About Lisa Chase
Lisa Chase sought Chapter 11 protection (Bankr. D. Mass. Case No.
10-22697) on Nov. 19, 2010. The Debtor estimated assets in the
range of $0 to $50,000 and $1 million to $10 million in debt.
Judge Henry J. Boroff is assigned to the case.
The Debtor tapped Richard N. Gottlieb, Esq., at Law Offices of
Richard N. Gottlieb.
LOFTS ON THE PARK: Taps Bast Amron as Legal Counsel
---------------------------------------------------
Lofts on the Park USA, Inc., received approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Bast
Amron LLP as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiations with
creditors in the preparation of a bankruptcy plan; and provide
other legal services related to its Chapter 11 case.
Jeffrey Bast, Esq., the attorney who will be handling the case,
charges an hourly fee of $550. His firm received a retainer of
$25,000 from the Debtor.
Mr. Bast disclosed in a court filing that he and his firm are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeffrey P. Bast, Esq.
Dana R. Quick, Esq.
Bast Amron LLP
SunTrust International Center
One Southeast Third Avenue, Suite 1400
Miami, FL 33131
Telephone: 305.379.7904
Facsimile: 305.379.7905
Email: jbast@bastamron.com
Email: dquick@bastamron.com
About Lofts on the Park USA Inc.
Lofts on the Park USA, Inc. listed its business as a single asset
real estate (as defined in 11 U.S.C. Section 101 (51B)). Its
principal place of business is located at 1660 NE 135th Street,
Suite 7, Miami, Florida.
Lofts on the Park USA sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-13735) on March 29,
2018. It previously sought bankruptcy protection on Sept. 12, 2011
(Bankr. S.D. Fla. Case No. 11-35253).
In the petition signed by Serge Otmezguine, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
Judge Robert A. Mark presides over the case.
MADISON-LARAMIE: Wants Plan Filing Deadline Extended to Aug. 15
---------------------------------------------------------------
Madison-Laramie Self Storage, LLC filed a motion asking the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
the deadline to file its plan and disclosure statement to August
15, 2018, extend its exclusive period within which to file a plan
of reorganization and disclosure statement to August 15, 2018, and
extend the time within which to obtain acceptances of the plan
to Oct. 16, 2018.
The Debtor has reached out to Cook County Assessor's Office to
negotiate a payment plan on the outstanding taxes, and requires
additional time to determine whether a structured settlement can be
achieved with the Cook County Clerk. The Debtor has acted in good
faith in this case; it has timely filed all monthly operating
reports and paid statutory Trustee fees. No creditors will be
prejudiced by the requested extension.
Madison-Laramie Self Storage, L.L.C., sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 18-01228) on Jan. 16, 2018, disclosing
less than $1 million in both assets and liabilities. The Debtor is
represented by Chuhak & Tecson, P.C. as its bankruptcy counsel.
MARTIN'S FISHING: Taps D. William & Co. as Accountant
-----------------------------------------------------
Martin's Fishing Tools and Rentals, Inc., received approval from
the U.S. Bankruptcy Court for the Western District of Texas to hire
D. William & Co., P.C. as its accountant.
The firm will assist the Debtor in the preparation of its monthly
operating reports, tax returns and financial statements, and will
provide other accounting services related to its Chapter 11 case.
Greg Taylor and Travis Lewis, the accountants who will be providing
the services, charge $250 per hour and $155 per hour, respectively.
Mr. Taylor disclosed in a court filing that he has no connection
with the U.S. trustee, creditors or any party that has interest
adverse to the Debtor.
The firm can be reached through:
Greg Taylor
D. William & Co., P.C.
1500 Broadway, Suite 400
Lubbock, TX 79401
Tel: 806-785-5982
Fax: 806-785-9381
E-mail: gregt@dwilliams.net
About Martin's Fishing Tools and Rentals
Martin's Fishing Tools and Rentals, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
17-70158) on Sept. 27, 2017. Linda Martin, its president, signed
the petition. At the time of the filing, the Debtor estimated
assets of $100 million to $500 million and liabilities of $1
million to $10 million. Judge Tony M. Davis presides over the
case. The Debtor tapped Mullin Hoard & Brown, LLP, as its legal
counsel.
MITEL NETWORKS: Moody's Reviews B2 CFR for Downgrade
----------------------------------------------------
Moody's Investors Service placed Mitel Networks Corporation's
(Mitel) B2 corporate family rating, B3-PD probability of default
rating, and B1 senior secured credit facilities ratings on review
for possible downgrade. The rating action follows the company's
announcement that it is being acquired by Searchlight Capital
Partners, L.P., a private equity firm, for approximately $2
billion. The company's SGL-2 speculative grade liquidity rating
remains unchanged.
"The review for downgrade will evaluate the possibility that
Mitel's leverage (5.3x after ShoreTel synergies) will exceed 6.5x
once the going private transaction closes," said Peter Adu, a
Moody's Vice President and Senior Analyst.
Ratings under Review for Downgrade:
Corporate Family Rating, currently B2
Probability of Default Rating, currently B3-PD
$350 million first lien revolving credit facility due 2022,
currently B1 (LGD3)
$150 million first lien term loan A due 2022, currently B1 (LGD3)
$300 million first lien term loan B due 2023, currently B1 (LGD3)
Rating Unchanged:
Speculative Grade Liquidity Rating, SGL-2
Outlook Action:
Changed To Rating Under Review From Stable
RATINGS RATIONALE
The review for possible downgrade will focus on financing plans for
the going private transaction and strategic direction for the
company under new ownership. Moody's expects that the transaction
will increase Mitel's leverage, but no details are yet available.
The existing triggers for a possible downgrade include adjusted
Debt/EBITDA sustained above 6.5x (5.3x currently, pro-forma for the
ShoreTel acquisition synergies) The transaction is expected to
close in the second half of 2018, subject to customary approvals
and Moody's expects to conclude the review concurrent with or near
the closing of the transaction.
Mitel Networks Corporation, headquartered in Ottawa, Canada,
provides business communication and collaboration software and
services across cloud and premised-based platforms to businesses of
all sizes. Revenue for the fiscal year ended December 31, 2017 was
about $1.1 billion. Revenue exceeds $1.3 billion, pro forma for
ShoreTel.
MONTGOMERY-SANSOME: May 31 Plan Confirmation Hearing
----------------------------------------------------
Judge Hanna L. Blumenstiel of the U.S. Bankruptcy Court for the
Northern District of California tentatively approved the
disclosures in the second amended combined plan and disclosure
statement of Montgomery-Sansome, L.P.
The hearing on final approval of the disclosure statement and on
confirmation of the plan will occur on May 31, 2018, at 10:00 a.m.
If any objections to the disclosure statement or to confirmation of
the plan place disputed facts at issue, the hearing will also be a
status conference to set a schedule for resolution of those factual
disputes.
The Second Amended Plan included a declaration of the Debtor's
special counsel explaining why the Plan does not set aside a
disputed claims reserve.
A redlined version of the Second Amended Plan is available at:
http://bankrupt.com/misc/canb17-30515-157-1.pdf
About Montgomery-Sansome LP
Montgomery Sansome -- http://www.montgomerysansome.net-- is a
family-owned business with Len Nordeman, G.P at the helm. Len
Nordeman obtained his contractor's license in 1965, and has since
completed more than 22,000 construction projects and maintains an
A+ rating with the Better Business Bureau. Services provided by
Montgomery Sansome include addressing the immediate needs of the
occupants and owners, including the insurance company-required
"mitigation of damage". This means providing the services
necessary to reduce further damage which could result from excess
water, smoke, or other exposures.
Montgomery Sansome, L.P., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Cal. Case No. 17-30515) on May 26, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor hired
C. Alex Naegele, Esq., at C. Alex Naegele, A Professional Law
Corporation, as general bankruptcy counsel. The Debtor hired the
Law Office of Edwin Bradley as special counsel.
MOREHEAD MEMORIAL: June 13 Liquidation Plan Confirmation Hearing
----------------------------------------------------------------
Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina approved the disclosure statement
explaining Morehead Memorial Hospital's Chapter 11 plan of
liquidation. The confirmation hearing will be held on June 13,
2018, at 9:30 a.m. Any objections to confirmation of the Plan must
be filed no later than June 1.
As previously reported by The Troubled Company Reporter, on
November 30, 2017, at the conclusion of a court-approved sale
process, the Bankruptcy Court approved the sale of substantially
all of the Debtor's assets to the University of North Carolina
Healthcare System ("UNCHCS" or "Purchaser") pursuant to the terms
of the approved asset purchase agreement to Purchaser for a cash
payment of $11,500,000 and certain other consideration. The Sale
was the culmination of long-running efforts to sell the Hospital,
and closed on January 1, 2018.
The Plan Proponents believe the Plan is in the best interests of
the Creditors and should accordingly be accepted and confirmed. If
the Plan as proposed, however, is not confirmed, the following
three alternatives may be available to the Debtor: (i) a
liquidation of the Debtor's Assets pursuant to Chapter 7 of the
Bankruptcy Code; (ii) an alternative plan of liquidation may be
proposed and confirmed; or (iii) the Debtor's Chapter 11 Case may
be dismissed.
Each Holder of an Allowed General Unsecured Claim will receive, in
full and final satisfaction of such Claim, on one or more GUC
Distribution Dates, a Pro Rata share of the net proceeds of the GUC
Liquidating Trust Assets. Class 5 is Impaired. Therefore, Holders
of Class 5 Claims are entitled to vote to accept or reject the
Plan.
A full-text copy of the Disclosure Statement dated March 21, 2018,
is available at:
http://bankrupt.com/misc/ncmb17-10775-697.pdf
About Morehead Memorial
Founded in 1924, Morehead Memorial Hospital --
http://www.morehead.org/-- is a North Carolina non-profit
corporation that owns and operates a 108-bed general acute care
community hospital on a 22-acre campus located at 117 East Kings
Highway, Eden, North Carolina. Within the Hospital Real Property,
Morehead Memorial also owns and operates a 121-bed skilled nursing
facility. It also owns several other parcels of real property
located in Eden that are contiguous to, or in the general vicinity
of, the Hospital Real Property.
Morehead Memorial Hospital filed for Chapter 11 bankruptcy
protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017,
estimating its assets and liabilities at between $10 million and
$50 million. CEO Dana M. Weston signed the petition.
Judge Benjamin A. Kahn presides over the case.
Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and
Francisco T. Morales, Esq., at Waldrep LLP, serve as the Debtor's
bankruptcy counsel. The Debtor also hired Womble Carlyle as
special counsel; Grant Thornton LLP as financial advisor; Hanlon
Hammond Camp LLC as investment banker and operational and strategic
advisor; and Donlin, Recano & Company, Inc., as claims and noticing
agent.
On July 24, 2017, William Miller, the bankruptcy administrator for
the Middle District of North Carolina, appointed an official
committee of unsecured creditors. The Committee retained law firms
Nelson Mullins Riley & Scarborough LLP, and Sills Cummis & Gross,
P.C., as co-counsel.
MUD CONTROL: The Scott Company to Pay Unsecured Creditors $10K
--------------------------------------------------------------
Mud Control Equipment Corporation filed with the U.S. Bankruptcy
Court for the Western District of Louisiana a third amended
combined plan and disclosure statement.
Under the third amended plan, allowed unsecured claims will share
on a pro rata basis distributions totaling $10,000 which will be
paid by The Scott Company within 30 days of entry of the
confirmation order. The $10,000 payment will be secured by the
security agreement that is currently in place between the Debtor
and The Scott Company and the Debtor will execute a promissory note
to that effect. The Debtor will repay The Scott Company by making
quarterly payments of $500 per quarter beginning at the last month
of the quarter following confirmation until the $10,000 is paid
back in full. This distribution to unsecured creditors will result
in a 4.6% dividend.
The previous version of the plan provided that allowed unsecured
claims will share on a pro rata basis distributions totaling
$10,000 which will be paid on a quarterly basis beginning the end
of the first quarter after confirmation. Quarterly payments will be
$500 per quarter beginning at the last month of the quarter
following confirmation. The distribution to unsecured creditors
will result in a 6% dividend.
A full-text copy of the Third Amended Plan and Disclosure Statement
is available at:
http://bankrupt.com/misc/lawb17-50424-144.pdf
About Mud Control Equipment Corp.
Based in Youngsville, Louisiana, Mud Control Equipment Corp. is
into oilfield service business. Mud Control sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No.
17-50424) on April 3, 2017. The petition was signed by Janet
Roussell, director. Mud Control is represented by William C.
Vidrine, Esq., at Vidrine & Vidrine, PLLC, in Lafayette, Louisiana.
Broussard Poche, LLP, serves as the Debtor's accountant. At the
time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
NATIONAL TRUCK: Wins Court Approval of Disclosure Statement
-----------------------------------------------------------
Judge Katherine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has approved the third amended
disclosure statement explaining National Truck Funding, LLC's third
amended plan of reorganization. A hearing to consider confirmation
of the Plan was held on May 29.
As previously reported by The Troubled Company Reporter, CAC
Properties, Inc., (the "Amended Plan Sponsor") has agreed to
acquire 100% of the equity in each of the Reorganized Debtors and
provide an affirmative funding commitment to support plan payments
and operations of the Reorganized Debtor in the form of (a) cash in
an amount equal to $3,500,000.00; (b) funds derived from (i) the
sale of certain Collateral securing the claims of the Yolo Group,
and (ii) distributions to the Yolo Group under the Amended Plan on
account of any Allowed Class 7 General Unsecured Claim; and (c)
such other funds as are necessary to pay the Allowed Administrative
Expense Claims in accordance with the terms of the Amended Plan.
To the extent that any Creditor has an Allowed Class 7 General
Unsecured Claim, that Holder of an Allowed Class 7 General
Unsecured Claim will be entitled to receive a Pro Rata share of (A)
$1,000,000, on the
Effective Date; (B) $1,000,000, on the first anniversary of the
Effective Date; (c) the difference between $300,000.00 and the
Allowed amount paid to Power Land on account of any right to a
breakup fee and expenses reimbursement under the Amended Bid
Procedures Order; and (D) the net proceeds available after payment
of all costs and expenses associated with the administration of the
Litigation Trust from the Insider Claims. The Term Payment will be
secured by a first priority lien on the DIP Loan Trucks. For the
avoidance of doubt, Insider Claims will not be treated as Class 7
General Unsecured Claims.
A full-text copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/mssb17-51243-880.pdf
About National Truck Funding
Headquartered in Gulfport, Mississippi, National Truck Funding, LLC
-- http://nationaltruckfunding.com/-- retails and rents trucks.
It operates as a subsidiary of American Truck Group, LLC --
http://americantruckgroup.com/-- which is a heavy duty truck
dealer that specializes in aftermarket placement of Freightliner,
Peterbilt, Kenworth and Volvo. American Truck Group's truck sales
& showrooms are located in Gulfport, MS, Atlanta, GA and Phoenix,
AZ.
National Truck and American Truck sought Chapter 11 protection
(Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25,
2017.
In the petition signed by Louis J. Normand, Jr., their manager,
National Truck estimated its assets and liabilities at $10 million
to $50 million, and American Truck estimated its assets and
liabilities at $1 million to $10 million.
Judge Katharine M. Samson presides over the cases.
The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as
bankruptcy counsel; Wessler Law Firm as local counsel; Haworth
Rossman & Gerstman, LLC, as special counsel, Lefoldt & Company PA
as accountant; and Chaffe & Associates as restructuring advisor and
investment banker.
An official committee of unsecured creditors was appointed in the
Chapter 11 case of National Truck.
The Committee is composed of Yolo Capital, Inc., Hannah Baby, LLC,
Kevin C Farber, Gear & Axle of Mobile, and The Bollier Family
Trust.
PERSPECTA INC: Moody's Assigns Ba3 CFR & Rates 1st Lien Debt Ba3
----------------------------------------------------------------
Moody's Investors Service has assigned ratings on the debt of the
Issuer that will be named Perspecta, Inc., including a Ba3
Corporate Family Rating and a Ba3 on the First Lien Debt. The new
company will be formed through the merger among United States
Public Sector Business of DXC Technology Company ("USPS"), Vencore
Holding Corp ("Vencore") and KGS Holding Corp ("KGS", "Keypoint
Government Solutions"). Proceeds of the new debt will be used to
pay separation payments, and to repay existing debts of Vencore,
Inc. (B3 stable) and KGS (not rated). The Vencore, Inc. ratings
will be withdrawn at close.
RATINGS RATIONALE
The ratings of Perspecta reflects a new company with greater than
$4 billion of revenue and broad government service capabilities,
including network modernization and numerous single award
contracts, high backlog, and strong EBITDA margin, potentially
above 15%. A favorable US defense budgetary setting with annual
service outlays likely to grow 3% to 5% over the next two years
also benefits the rating. Perspecta will be a defense service
contractor with substantial scale and qualifications to fulfill
large managed service contracts and a variety of systems
engineering and advanced analytic services in support of missions
across federal and state agencies.
Proforma for the merger of the three entities, Moody's estimates
that the combined company only grew about 1% in 2017, however.
Further, the company will likely grow somewhat slower than the
market growth rate, about 2% annually through 2019 as the
integration occurs.
While Perspecta has competitive potential, other defense services
contractors are also strengthening through mergers to achieve
greater scale and broader capability. Moody's expects consolidation
within the sector to continue over the next few years and the
competitive environment to become more intense. Integration could
be a challenge, as these three entities operated independently for
some time and have different business focus so synergies are not
readily apparent. USPS is a long-standing IT services provider,
Vencore usually operates on sole source contracts often with a
cyber security element, and Keypoint does background checks on
behalf of the Office of Personnel Management.
Perspecta also possesses notable revenue concentration in that
Moody's estimates the Company's largest customer engagement
comprises around 20% of pro forma combined revenues. USPS had
managed the contract for many years, yet the contract will reach
expiration in 2018. A request for proposal has not yet been
released however and a sole source extension, for at least a year,
seems probable.
Elevated leverage, with debt to EBITDA initially near 5x (after
Moody's standard adjustments) should decline to mid-4x after a
year. Moody's expects free cash flow of around $175 million
near-term, around 6% of debt, consistent with other companies also
at the Ba3 level but less robust when compared to other defense
service issuers rated in the Ba-category.
The Speculative Grade Liquidity rating of SGL-2 denotes good
liquidity profile, supported by an expectation of sufficient
covenant headroom and presence of the $600 million planned
revolving credit facility that will only be drawn by $53 million at
transaction close.
The Ba3 rating on the first lien bank credit facility is because
substantially all of Prospecta's debt will be secured and the
secured debt will be the preponderance of Prospecta's liability
structure.
The stable rating outlook expects the company to focus on business
integration activity and debt reduction over the company's first 18
months, rather than M&A activity. Further, Moody's expects that the
recurring dividend payment will not be initiated at a level that
prohibits $175 million of free cash flow driven debt reduction
near-term.
Upward rating momentum would depend on evidence of a smooth
business integration including effective standalone systems with
migration off the DXC transition services agreement. A healthy
backlog trend, annual free cash flow of $250 million with debt to
EBITDA of 4x would also be integral to a rating upgrade.
Downward rating pressure would mount with contracting revenues,
leverage above 5x, liquidity pressures such as from slim covenant
headroom or revolver reliance.
Assignments:
Issuer: Perspecta Inc.
Probability of Default Rating, Assigned Ba3-PD
Speculative Grade Liquidity Rating, Assigned SGL-2
Corporate Family Rating, Assigned Ba3
1st Lien Senior Secured Bank Credit Facility, Assigned Ba3
Outlook Actions:
Issuer: Perspecta Inc.
Outlook, Assigned Stable
Perspecta, Inc., headquartered in Herndon, VA, will be an
end-to-end information technology ("IT") services and mission
solutions provider to government customers at the U.S. federal,
state and local level. Annual revenues will be approximately $4.1
million.
POWER EQUIPMENT: June 26 Plan Confirmation Hearing
--------------------------------------------------
Judge Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona approved a stipulation on the approval of the first amended
disclosure statement explaining Power Equipment, LLC's first
amended plan of reorganization.
The Disclosure Statement filed by Debtor is approved with the
following revisions:
A. With regards to secured creditor Compass Bank: "The Plan
Support Agreement approved by the Court on December 19, 2017, will
supersede any Plan Confirmation Order to the extent there is a
conflict; Debtor may not sell any of the secured assets outside the
ordinary course of business without paying the Secured Creditor in
full; The assets shall re-vest in the Reorganized Debtor subject to
the Secured Creditor's liens and encumbrances Compass Bank reserves
its rights and remedies to further object to the Plan after the
Disclosure Statement is approved."
B. With regards to secured creditor United States of America
(SBA): "The Stipulation to Modify Treatment of SBA Claim supersedes
the Plan to the extent there is any conflict between the
Stipulation and the Plan, or Confirmation Order the Stipulation
will control; Debtor may not sell any of the secured assets outside
the ordinary course of business without payment to the SBA in full
as contained in the Stipulation; The assets secured by the SBA
shall remain subject to all liens and encumbrances until such time
as the SBA has been paid under the terms as stated in the
Stipulation and its liens released."
The hearing to consider the confirmation of the plan will be held
on June 26, 2018 at 10:00 a.m. The last day for filing with the
Court written acceptances or rejections of the plan is five
business days prior to the hearing date set for the confirmation of
the plan.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/azb2-17-02136-82.pdf
About Power Equipment
Power Equipment, LLC, sought Chapter 11 protection (Bankr. D. Ariz.
Case No. 17-02136) on March 8, 2017. Judge Paul Sala is assigned to
the case. In the petition signed by Gerald Booden, managing
member, the Debtor estimated assets in the range of $10 million to
$50 million and $1 million to $10 million in debt. The Debtor
tapped Bert L. Roos, Esq., at Gertell & Roos, PLLC, as counsel.
PREFERRED CARE PARTNERS: To Settle Qui Tam Actions for $540,000
---------------------------------------------------------------
Preferred Care Partners Management Group, L.P., and Kentucky
Partners Management, LLC have reached a compromise to resolve
pending qui tam actions. The Debtors will return to the U.S.
Bankruptcy for the Northern District of Texas in Fort Worth, for a
hearing June 26, 2018, at 2:30 p.m. to seek court approval of the
settlement.
Following extensive negotiations, the Debtors have struck a deal to
settle two qui tam actions:
(a) United States ex rel. Jane Doe v. Stanton Healthcare
Center, et al., Civil Action No. 5:16-cv-478 (E.D. Ky., December
27, 2016); and
(b) United States ex rel. Joseph Donchatz v. Stanton Health
Facilities, L.P. et al., Civil Action No. 5:17-cv-246 (E.D. Ky.).
The United States and Kentucky have agreed to accept, and the
Settling Defendants have agreed to pay, $540,000 to resolve the Qui
Tam Actions and the pending investigations of the Debtors. The
$540,000 Settlement Amount constitutes a substantial concession by
the United States and Kentucky. In addition, the Settling
Defendants have agreed to pay an additional $100,000 to Susan
Helton, the plaintiff in the Jane Doe suit, and $25,000 to Donchatz
for legal fees and expenses.
Helton, a former employee at the Stanton facility, alleges that the
Defendants violated the False Claims Act by knowingly submitting,
or causing the submission of, false claims to federal and state
healthcare programs by providing materially substandard care and
upcoding resource utilization group (RUG) codes. The Helton
complaint was sealed upon filing. Neither the Debtors nor any of
the other defendants were made aware of the Helton Qui Tam Action
until after the Petition Date.
The Helton Defendants who agreed to settle are:
(a) Stanton Health Facilities, L.P. and Preferred Care Inc.,
two of the PCI Debtors;
(b) Preferred Care Partners Management Group, L.P., and
Kentucky Partners Management, LLC, as well as non-debtor PCPMG,
LLC, the general partner of the Debtor limited partnership; and
(c) Thomas D. Scott.
Donchatz was a former administrator at the Stanton facility, and
his complaint contains similar allegations to the Helton Qui Tam
Action. The Donchatz Defendants who agreed to settle are:
(a) Stanton and PCI, two of the PCI Debtors;
(b) Kentucky Partners Management, LLC, a Debtor in this
bankruptcy case; and
(c) Thomas D. Scott.
The U.S. government and the state of Kentucky also contend they
have civil claims against the Settling Defendants based on the
Settling Defendants knowingly submitting, or causing the submission
of, false or fraudulent claims for payment to Medicare and
Medicaid.
The Debtors previously provided consulting services to
approximately 102 skilled nursing, assisted living and independent
living facilities in 12 states (approximately 11,500 beds), which
are owned and operated by certain debtor and non-debtor limited
partnerships. There are currently approximately 9,300 residents in
the Preferred Care Group Facilities. The Preferred Care Group
constitutes one of the largest nursing home groups in the United
States.
About 21 of the Preferred Care Group's limited partnerships operate
21 skilled nursing facilities in Kentucky and 12 of the
partnerships operate 12 skilled nursing facilities in New Mexico.
The remaining 69 related non-debtor partnerships operate facilities
in nine other states across the country.
Under the False Claims Act, 31 U.S.C. Sections 3729-3733, any
person who knowingly (a) presents or causes to be presented a false
or fraudulent claim for payment or approval or (b) makes, uses, or
causes to be made or used a false record or statement material to a
false claim, is liable to the United States of America for three
times the amount of damages which the United States sustains
because of the act, as well as a civil penalty.
The False Claims Act allows a person, known as a "relator,” to
bring a civil action in the name of the United States, known as a
qui tam action. 31 U.S.C. Section 3730(b). The relator must file
his/her suit under seal and serve a copy of it on the Attorney
General of the United States and the United States Attorney for the
district in which he filed suit, in accordance with Federal Rule of
Civil Procedure 4(i). The United States then has 60 days in which
to determine whether to elect to intervene and proceed with the
action, during which time the complaint remains under seal and is
not served on the defendants. 31 U.S.C. Section 3730(b)(2).
The Commonwealth of Kentucky has likewise passed legislation
prohibiting, among other things, the knowing submission of false or
fraudulent claims to its state Medicaid program.
Of the combined $540,000 Settlement Amount required by the
Settlement, the Debtors will be responsible for $300,000 (which
will be paid by FSFDIP, LLC, a non-debtor entity wholly owned by
Thomas D. Scott, and $240,000 will be the responsibility of the
Management Entities, which will be paid from by PCPMG Resolutions,
LLC, a non-debtor entity wholly owned and capitalized by PCPMG-ICF,
LLC, a non-debtor affiliate.
The $125,000 for Helton and Donchatz expenses and attorney's fees
will be paid by FSF DIP.
The Debtors believe that approval of the Proposed Settlement is a
key step toward administering their estates such that the PCI
Debtors may transfer their facilities and the Management Debtors
may focus on a plan of reorganization or other manner of winding up
the bankruptcy cases.
The Debtors believe prosecuting the Qui Tam Actions will be
prohibitively expensive and time-consuming, particularly given the
exigent circumstances involved with the proposed transfer of the
Debtor Facilities to new operators. Prosecuting the Qui Tam Actions
would also require the Debtors to further negotiate
debtor-in-possession financing with Wells Fargo, which would be
another expense for the Estates to bear.
The Debtors are represented by:
Mark E. Andrews, Esq.
Aaron M. Kaufman, Esq.
Jane Gerber, Esq.
DYKEMA COX SMITH
1717 Main Street, Suite 4200
Dallas, TX 75201
Tel: (214) 462-6400
Fax: (214) 462-6401
Email: mandrews@dykema.com
Email: akaufman@dykema.com
Email: jgerber@dykema.com
About Preferred Care Partners Management Group
and Kentucky Partners
Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.
Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017. Travis Eugene Lunceford, manager of general
partner, signed the petition. The jointly administered cases were
later transferred to the Fort Worth Division and assigned Case No.
17-44741.
Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.
Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10,000,000 and
$50,000,000. Kentucky Partners estimated its assets at up to
$50,000 and its liabilities at between $10,000,000 and $50,000,000.
PURE AGROBUSINESS: Taps Kutner Brinen as Legal Counsel
------------------------------------------------------
Pure Agrobusiness, Inc. received approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Kutner Brinen, P.C., as
legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist in the preparation of a
plan of reorganization; and provide other legal services related to
their Chapter 11 cases.
The firm will charge these hourly rates:
Lee Kutner $500
Jeffrey Brinen $430
Jenny Fujii $340
Keri Riley $280
Law Clerk $175
Paralegal $75
Kutner Brinen holds a pre-bankruptcy retainer of $46,533.
Lee Kutner, Esq., a shareholder of Kutner Brinen, disclosed in a
court filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Lee M. Kutner, Esq.
Kutner Brinen, P.C.
1660 Lincoln St., Ste. 1850
Denver, CO 80264
Tel: 303-832-2400
Email: lmk@kutnerlaw.com
About Pure Agrobusiness Inc.
Pure Agrobusiness, Inc. is a holding company devoted to the organic
growth of its existing divisions, including retail and wholesale,
and to the acquisition, consolidation and integration of hydroponic
retail stores throughout the United States. It supplies lighting
products, fertilizer and nutrient products, controllers and
technology products, environment control equipment, and
grow-mediums to the medical and recreational cannabis industry as
well as to the indoor horticulture and specialty crop market.
Way to Grow, Inc. and Green Door Hydro and Solar Electric, Inc. are
subsidiaries of Pure Agrobusiness. Way to Grow, Inc. is a supplier
in the hydroponics market with over six strategic locations in
Colorado while Green Door is a hydro shop in downtown Los Angeles.
Pure Agrobusiness, Way to Grow and Green Door sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos.
18-14334, 18-14330 and 18-14333) on May 18, 2018. The cases are
jointly administered under Case No. 18-14330.
In the petitions signed by Richard Byrd, chief executive officer,
each of the Debtor disclosed $500 million to $1 billion in assets
and $500 million to $1 billion in liabilities.
QUICK COMMERCIAL: Taps JPC Law Office as Legal Counsel
------------------------------------------------------
Quick Commercial Inc. received approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire JPC Law Office as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in negotiations with creditors
for the purpose of achieving a reorganization or an orderly
liquidation; and provide other legal services related to its
Chapter 11 case.
Jose Prieto Carballo, Esq., the attorney who will be handling the
case, charges an hourly fee of $175. His firm received a retainer
of $7,000, plus $1,717.
Mr. Carballo disclosed in a court filing that he and his firm
neither hold nor represent any interest adverse to the Debtor or
its estate.
The firm can be reached through:
Jose M Prieto Carballo, Esq.
JPC Law Office
P.O. Box 363565
San Juan, PR 00936-3565
Tel: 787-607-2066
Email: jmprietolaw@gmail.com
Email: jpc@jpclawpr.com
About Quick Commercial Inc.
Quick Commercial Inc. filed as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). It is the 100% owner of a
two-story commercial building with parking space in Guaynabo,
Puerto Rico, having an appraised value of $800,000.
Quick Commercial sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 18-01865) on April 6,
2018.
In the petition signed by Maylin Fiallo Perez, president, the
Debtor disclosed $1.15 million in assets and $648,977 in
liabilities.
Judge Brian K. Tester presides over the case.
RDX TECHNOLOGIES: July 17 Plan Confirmation Hearing
---------------------------------------------------
Judge Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona has approved the disclosure statement explaining RDX
Technologies Corporation's Chapter 11 Plan and will convene a
hearing hearing to consider the confirmation of the plan on July
17, 2018, at 11:00 a.m.
The last day for filing with the Court written acceptance or
rejections of the plan is five business days prior to the hearing
set for the confirmation of the plan.
If an objection to confirmation is filed, the Court may utilize the
initial hearing to determine the appropriate discovery procedures,
the scheduling of a Rule 16 conference, etc., under the Federal
Rules of Civil Procedure, as amended. If no objection to
confirmation is filed, the Court may still request that evidence be
presented or that counsel present an offer of proof in support of
confirmation of the plan of reorganization.
Under the Plan, Allowed Unsecured Creditors will be paid an
aggregate sum of $3,390,934 in quarterly pro-rata payments as
follows:
Year 1 Year 2 Year 3 Year 4 Year 5
------- -------- -------- -------- ----------
Q1 $25,000 $79,162 $183,381 $234,777 $306,729
Q2 $50,000 $79,162 $183,381 $234,777 $306,729
Q3 $50,000 $79,162 $183,381 $234,777 $306,729
Q4 $50,000 $79,162 $183,381 $234,777 $306,729
$175,000 $316,649 $733,523 $939,106 $1,226,918
The Plan needs funding to start the business and the Debtor has
obtained capital funding from Inductance Energy ("IEC") and
Environmental Technologies ("ET"), where IEC and ET will provide on
the Effective Date funds amounting to $650,000 ($500,000 +
$150,000, respectively), and support, including a new facility
lease in Scottsdale, Arizona, to allow the Debtor to begin
manufacturing, and get the business going again. To facilitate this
investment, the Plan calls for the cancellation of the Debtor's
existing stock and issuance of new stock in the Reorganized Debtor
as follows:
-- 20,000,000 new shares will be authorized,
-- 10,000,000 shared will be issued to IEC,
-- 3,000,000 shares will be issued to ET, and
-- 7,000,000 shares remain in treasury.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb18-14387-49.pdf
About RDX Technologies Corp
Based in Scottsdale, Arizona, RDX Technologies Corporation operates
as an energy services and water treatment company in Canada and the
United States. It operates through Environmental and Reclamation,
Energy, Water, and Equipment Sales and Rentals segments.
The Company was formerly known as Ridgeline Energy Services Inc.
and changed its name to RDX Technologies Corp in August 2013. The
company sought bankruptcy protection on Dec. 17, 2015 (Bankr. D.
Ariz. Case No. 15-15859).
RDX Technologies Corp again sought Chapter 11 protection (Bankr. D.
Ariz. Case No. 17-14387) on Dec. 5, 2017. In the petition signed
by Tony Ker, its director, the Debtor disclosed $925,000 in assets
and $37.24 million in liabilities. The Hon. Eddward P. Ballinger
Jr. presides over the case. Mark J. Giunta, Esq., at the Law
Office of Mark J. Giunta, serves as bankruptcy counsel.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of RDX Technologies Corporation as
of Jan. 29, according to a court docket.
RJRAMDHAN GROUP: Disclosures OK'd; July 26 Plan Hearing
-------------------------------------------------------
Bankruptcy Judge Jerry A. Funk approved RJRamdhan Group, LLC's
disclosure statement filed on March 1, 2018 and the supplemental
disclosure statement filed on April 5, 2018.
July 12, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan.
A confirmation hearing will be held on July 26, 2018 at 10:00 a.m.,
in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville,
Florida.
Any objections to confirmation of the plan must be filed and served
seven days before the confirmation hearing.
About RJRamdhan Group
RJRamdhan Group, LLC filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 17-02241) on June 19, 2017. The Debtor is represented by
Robert D. Wilcox, Esq., at Wilcox Law Firm.
The Office of the U.S. Trustee on August 21 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of RJRamdhan Group, LLC.
ROCKPORT COMPANY: CB Marathon Buying All Assets for $150 Million
----------------------------------------------------------------
The Rockport Company, LLC and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the bidding
procedures in connection with the sale of substantially assets to
CB Marathon Opco, LLC for (i) $150 million in cash, subject to
certain working capital adjustments plus the NAM Store Inventory
Amount; (ii) a warrant to purchase up to 5% of common equity of the
indirect parent of the Stalking Horse Bidder once the Stalking
Horse Bidder receives a return equal to 2.5 times its initial
equity investment as of the Closing Date ; and (iii) the assumption
of certain liabilities, subject to higher or otherwise better
offers.
A hearing on the Motion is set for June 5, 2018 at 2:00 p.m. (ET).
The objection deadline is May 29, 2018 at 4:00 p.m. (ET).
In December 2017, the Debtors retained Houlihan Lokey, Inc. to
explore a potential sale of their Assets. As part of this effort,
Houlihan began facilitating a robust marketing process for the
potential purchase of all, or certain of, the Debtors' Assets and
contacted 110 potential strategic and financial acquirers to garner
interest in pursuing such transaction.
On March 2, 2018, Houlihan requested that the six Interested
Parties that remained interested in pursuing a transaction submit
their best and final letter of intent for the Debtors' Assets by
March 29, 2018 at 12:00 p.m. (PET). On March 7, 2018, Houlihan
posted a form asset purchase agreement in the data room for review
and comment by the Interested Parties in connection with submission
of their Final Bid. Prior to the Prepetition Bid Deadline, three
Interested Parties submitted a Final Bid. On April 4, 2018, a
fourth verbal bid was received from an Interested Party.
After reviewing and carefully considering the Bids received from
the four Interested Parties, the Debtors determined, in
consultation with their advisors, that the Stalking Horse Bidder,
an affiliate of Charlesbank Equity Fund IX, Limited Partnership,
had submitted the highest or otherwise best offer, pursuant to
which the Stalking Horse Bidder agreed to acquire substantially all
of the Debtors' Assets (other than the North American Retail
Assets) for a purchase price of (i) $150 million in cash, subject
to certain working capital adjustments plus the NAM Store Inventory
Amount ("Initial Cash Consideration"); (ii) a warrant to purchase
up to 5% of common equity of the indirect parent of the Stalking
Horse Bidder once the Stalking Horse Bidder receives a return equal
to 2.5 times its initial equity investment as of the Closing Date ;
and (iii) the assumption of certain liabilities.
Thereafter, the Debtors, in consultation with their advisors,
determined to pursue the Charlesbank Bid as the Stalking Horse
Bidder for the Assets, subject to definitive documentation. To
this end, the Debtors and the Stalking Horse Bidder entered into
their Asset Purchase Agreement, dated as of May 13, 2018, pursuant
to which the Stalking Horse Bidder will acquire the Purchased
Assets, subject to higher or otherwise better offers.
Upon the earlier of (i) 25 days from the Petition Date or (ii)
entry of the Bidding Procedures Order, and in compliance with
Section 7.1 of the Stalking Horse Agreement, the Debtors will
continue to market and solicit offers for all or a portion of the
Assets to a wide range of potential purchasers and will work
diligently with all parties that have expressed an interest in
their Assets to date. In this way, the Debtors intend to maximize
(i) the number of participants in the sale process and (ii) the
value of the Assets.
The Debtors request authority to, among other things, provide the
Stalking Horse Bidder with standard stalking horse protections, in
particular (a) the payment of a break-up fee in an amount equal to
3% of the Base Cash Amount; and (b) reimbursement in an amount up
to $2 million for reasonable and documented out-of-pocket costs,
fees and expenses of the Stalking Horse Bidder (including
reasonable expenses of legal, financial advisory, accounting and
other similar costs, fees and expenses and all filing fees under
the HSR Act) related to the transactions contemplated by the
Stalking Horse Agreement. In event the Expense Reimbursement is
payable following termination by the Stalking Horse Bidder pursuant
to Section 4.4(e) of the Stalking Horse Agreement, payment will be
made promptly as provided for in Section 4.6 of the Staking Horse
Agreement.
The salient terms of the APA are:
a. Purchase Price: The Stalking Horse Purchase Price will
consist of (i) the Initial Cash Consideration; (ii) the Warrant;
and (iii) the assumption of the Assumed Liabilities
b. Assets: Substantially all assets
c. Private Sale/No Competitive Bidding: The Motion and the
Stalking Horse Agreement contemplate an auction. The Stalking
Horse Agreement contemplates certain limitations on the Debtors'
ability to shop the Assets until the earlier of (i) 25 days from
the Petition Date or (ii) entry of the Bidding Procedures Order by
the Court.
d. Closing and Other Deadlines: June 27, 2018
e. Good Faith Deposit: $15 million
f. Requested Findings as to Successor Liability: The Seller
asks to sell the Purchased Assets to the Stalking Horse Bidder on
the terms set forth in the Stalking Horse Agreement free and clear
of all Encumbrances (other than Permitted Encumbrances) and is
seeking a finding that the Stalking Horse Bidder is not a successor
of any Seller.
g. Credit Bid: In no event will Secured Noteholders (or any
assignees, transferees or purchasers of the secured Indebtedness
held by any Secured Noteholder) be permitted to credit bid for the
Purchased Assets as all or part of any competing bid for the
Purchased Assets at any Auction at which the Stalking Horse Bidder
is bidding pursuant to the terms of the Stalking Horse Agreeement.
h. Relief from Bankruptcy Rule 6004(h): It is anticipated that
the proposed Sale Order will seek relief from the 14-day stay
imposed by Bankruptcy Rule 6004(h).
i. Provisions Providing Bid Protections to "Stalking Horse" or
Initial Bid: Subject to entry of the Bidding Procedures Order and
those conditions specified in the Stalking Horse Agreement,
including those conditions contained in Section 8.1 thereof, the
Stalking Horse Bidder will be entitled to payment of (i) the
Break-up Fee and (ii) Expense Reimbursement.
The Bidding Procedures are designed to promote a competitive, fair,
and expedient sale process that seeks to maximize the value of the
Debtors' estates. If approved, the Bidding Procedures will allow
the Debtors to solicit and identify bids from potential buyers that
constitute the highest or otherwise best offer for the Assets on a
schedule consistent with the milestones set forth in the Stalking
Horse Agreement, and DIP financing agreements, and with their
overall chapter 11 objectives.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: June 29, 2018 at 5:00 p.m. (PET)
b. Qualified Bid: Greater than or equal to the sum of the
value offered under the Stalking Horse Agreement, plus (a) the
amount of the Stalking Horse Protections, plus (b) $500,000
c. Good Faith Deposit: 10% of the Purchase Price provided for
in the bid
d. Credit Bidding: The Stalking Horse Agreement, the Bidding
Procedures, and the Bidding Procedures Order provide that in no
event will Secured Noteholders (or any assignees, transferees or
purchasers of the secured Indebtedness held by any Secured
Noteholder) be permitted to credit bid for the Purchased Assets as
all or part of any competing bid for the Purchased Assets at any
Auction at which the Stalking Horse Bidder is bidding pursuant to
the Stalking Horse Agreement.
e. Relief from Bankruptcy Rule 6004(h): The Motion asks, and
the proposed Bidding Procedures Order approves, relief from the
14-day stay imposed by Bankruptcy Rule 6004(h).
f. Break-Up Fee and Expense Reimbursement: The Stalking Horse
Agreement provides for a Break-Up Fee in an amount equal to 3% of
the Base Cash Amount (i.e., $4.5 million) and an Expense
Reimbursement of up to $2 million.
The Debtors propose these key dates and deadlines for the sale
process, certain of which dates and deadlines may be subject to
extension in accordance with the Bidding Procedures, to the extent
not inconsistent with the Stalking Horse Agreement and the related
sale milestones set forth therein:
a. June 4, 2018: Hearing to consider approval of the Bidding
Procedures and entry of the Bidding Procedures Order
b. June 27, 2018 at 4:00 p.m. (PET): Sale Objection Deadline
c. July 3, 2018 at 5:00 p.m. (PET): Deadline for the Debtors
to notify Potential Bidders of their status as Qualified Bidders
d. July 10, 2018 at 10:00 a.m. (PET): Auction to be held at
the offices of Richard, Layton & Finger, P.A., One Rodney Square,
920 North King Street, Wilmington, Delaware 19801, (if necessary)
e. July 11, 2018: Target date for the Debtors to file with the
Court the Notice of Auction Results
f. July 13, 2018: Proposed date of the Sale Hearing to
consider approval of Sale and entry of Sale Order
g. July 27, 2018: Closing Date (Unless Successful Bidder
agrees to waive the 14-day stay of Sale Order)s
Within two Business Days after entry of the Bidding Procedures
Order, or as soon as reasonably practicable thereafter, the Debtors
will serve the Sale Notice by first-class mail upon all Sale Notice
Parties.
In connection with the Sale, the Debtors anticipate that they will
assume and assign to the Successful Bidder (or its designated
assignee(s)) certain of the Contracts and Leases set forth on the
schedule of assumed contracts attached to the Successful Bidder's
asset purchase agreement, as it may be modified or supplemented
from time to time as permitted under the Asset Purchase Agreement.
Accordingly, the Debtors ask approval of the proposed Assumption
and Assignment of Contracts and Leases. The Assumption and
Assignment Objection is June 28, 2018, at 4:00 p.m. (PET).
A copy of the APA and the Bidding procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Rockport_Co_24_Sales.pdf
The Debtors believe that any Sale should be consummated as soon as
practicable to preserve and maximize value. Accordingly, they
respectfully request that any Sale Order approving the sale of the
Assets and the assumption and assignment of the Purchased Contracts
be effective immediately upon entry of such order and that the
Court waives the 14-day stay imposed by Bankruptcy Rules 6004(h)
and 6006(d).
The Purchaser:
CB MARATHON OPCO, LLC
c/o Charlesbank Capital Partners, LLC
200 Clarendon Street, 54th Floor
Boston, MA 02116
Attn: Joshua Klevens
Stephanie Pare Sullivan
E-mail: jklevens@charlesbank.com
ssullivan@charlesbank.com
The Purchaser is represented by:
Jon Herzog, Esq.
Joseph F. Bernardi, Jr., Esq.
GOODWIN PROCTER LLP
100 Northern Avenue
Boston, MA 02210
E-mail: jherzog@goodwinlaw.com
bernardi@goodwinlaw.com
About Rockport Company
The Rockport Company, LLC and its subsidiaries are global
designers, distributors, and retailers of comfort footwear in more
than 50 markets worldwide.
The Rockport Company, LLC et al., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018,
listing under $100 million to $500 million in assets and under $100
million to $500 million in liabilities.
The Chapter 11 petitions were signed by Paul Kosturos, the Debtors'
interim chief financial officer.
Debtor Rockport Canada ULC is the operating entity for the Debtors'
business in Canada. Rockport Canada is a wholly-owned subsidiary
of Rockport, and all material decisions regarding Rockport Canada
and its operations are made by Rockport personnel in the United
States. Accordingly, the center of main interests for Rockport
Canada is located in the United States. On May 16, 2018, the
Debtors commenced an ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario,
Canada before the Ontario Superior Court of Justice (Commercial
List).
The Debtor's counsel are Mark D. Collins, Esq., Michael J.
Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq.,
and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The
Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP;
their investment banker is Houlihan Lokey Capital, Inc.; and their
restructuring and interim management advisor is Alvarez & Marsal
North America LLC. Prime Clerk serves as the Debtors' claims,
noticing agent and administrative advisor.
On May 23, 2018, the Office of the United States Trustee appointed
an official committee of unsecured creditors. The Committee is
represented by Jay Indyke, Esq., and Robert Winning, Esq., at
Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good,
Esq., at Whiteford, Taylor & Preston LLC.
Counsel to the Prepetition Noteholders and DIP Note Purchasers are
My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise &
Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP.
Counsel to the Collateral Agent and DIP Notes Agent are Joshua
Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler,
Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP.
Counsel to the ABL Administrative Agent and DIP ABL Agent are
Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff,
Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A.
Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank
Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are
Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William
Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq.,
and Evelyn Meltzer, Esq., at Pepper Hamilton LLP.
The U.S. Trustee for Region 3 on May 23 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of The Rockport Company LLC. The Committee
proposes to tap Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A.
Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New
York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and
Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware.
RUSSELL INVESTMENT: Moody's Alters Outlook to Neg & Affirms Ba2 CFR
-------------------------------------------------------------------
Moody's Investors Service has changed the outlook on the ratings of
Russell Investments Cayman Midco, Ltd (a/k/a "Russell Investments")
to negative from stable. Concurrently, Moody's has affirmed Russell
Investments' Ba2 Corporate Family Rating and the Ba2 senior secured
term loan and revolving credit facility ratings. The change in
outlook follows the announced dividend recapitalization
transaction.
"T[he] change in outlook reflects our view that Russell
Investments' second dividend recapitalization transaction in two
years will result in weaker financial metrics at a time when the
company is trying to re-establish sustained top line revenue and
organic asset growth" says Dean Ungar, Vice President -- Senior
Analyst.
RATINGS RATIONALE
On May 29, Russell Investments announced a $300 million upsizing to
its existing $838 million senior term loan. The add-on will be used
to pay a special dividend to its equity owners. As a result of the
transaction, the company's leverage is expected to increase to 5.2x
from 4.0x as of 31 March 2018.
This is the second dividend recapitalization-related loan add-on in
the past 15 months. Despite notable organic deleveraging since the
last dividend recapitalization transaction in 2017, Moody's
considers the transaction to be negative because its shows the
firm's propensity to add leverage as new cost savings are achieved
and the proceeds are not available for investment in the business.
The Ba2 corporate family rating continues to be supported by the
company's solid business profile, underpinned by its (1) large
recurring revenue base; (2) strong AUM retention rates; and (3)
high degree diversification by geography. The company's rating is
constrained by high leverage, low profitability, weak organic
growth and aggressive financial policies. Russell Investments is a
leader in the outsourced chief investment officer (OCIO) market,
which has been experiencing solid growth in recent years as
institutions seek more resources and fiduciary oversight. However,
the company's asset growth has not kept pace with overall OCIO
growth because its focus has been in the lower growth defined
benefit plan segment of the OCIO market.
Pro-forma leverage at 5.2x (as calculated by Moody's, including
adjustments for operating leases and a $112 million future payment
obligation) will still be below the 6.5x following the February
2017 dividend recapitalization transaction; however, it still
causes deterioration in the company's credit metrics. The rating
affirmation reflects the $104 million in cost savings the company
has realized through 2017 along with another $46 million identified
for this year. Moody's also notes that Russell achieved positive
net flows of $4.6 billion in Q1 2018.
Given the negative outlook, an upgrade is unlikely in the next
12-18 months. The company's ratings and/or outlook could see return
to stable if Russell Investments reduces leverage below 4.5x;
improves profitability in part by realizing identified cost
savings; and it achieves positive net flows during the balance of
2018.
Conversely, the ratings could face downward pressure if Russell
Investments fails to reduce leverage below 4.5x by year-end 2018;
anticipated cost saves fail to materialize; AUM declines 10% or
more in 2018; or Russell Investments does another dividend
recapitalization that brings leverage with Moody's adjustments to
over 5.0x.
LIST OF AFFECTED RATINGS
Issuer: Russell Investments Cayman Midco, Ltd
Affirmations
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2
Outlook Actions:
Outlook, Changed to Negative from Stable
Issuer: Russell Investments US Institutional Holdco, Inc./Russell
Investments US Retail Holdco, Inc., as co-borrowers:
$1,138 million senior secured term loan, Affirmed Ba2
$50 million senior secured revolving credit facility, AffirmedBa2
Outlook Actions:
Outlook, Changed to Negative from Stable
The principal methodology used in these ratings was Asset Managers:
Traditional and Alternative published in December 2015.
Russell Investments, head quartered in Seattle, WA, is a global
asset manager with 21 offices worldwide and $202 billion in assets
under management ("AUM"), excluding its overlay, as of March 31,
2018.
RUSSELL INVESTMENTS: S&P Puts 'BB' ICR on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings said it placed its 'BB' issuer credit ratings on
Russell Investments Cayman Midco Ltd. on CreditWatch with negative
implications. S&P also placed its 'BB' issue rating on Russell's
first-lien facility on CreditWatch negative. Currently, the
recovery rating on the company's first-lien facility is '3',
indicating meaningful (50%) recovery prospects.
S&P placed the ratings on CreditWatch following the company's
announcement that it intends to launch a $300 million add-on to its
first-lien term loan to fund a special dividend to shareholders.
This transaction would be the second debt-funded special dividend
since the company's financial sponsors (TA Associates and Reverence
Capital Partners) acquired the entity less than two years ago.
Russell already funded a $200 million special dividend with debt
during the first quarter of 2017.
S&P said, "The CreditWatch negative indicates that we could lower
our ratings on Russell upon the closing of the debt issuance. We
expect to resolve the CreditWatch once the transaction is
consummated or in the event that the debt deal does not go through.
We would likely lower the ratings by one notch upon the completion
of the proposed term-loan add-on due to higher leverage."
SAXON ENGINEERING: June 13 Disclosure Statement Hearing
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing to consider approval of the disclosure statement
explaining Saxon Engineering, Inc.'s plan of reorganization on June
13, 2018, at 10:00 A.M. Objections to the Disclosure Statement
must be filed on June 6.
Holders of Class 3 Allowed General Unsecured Claims will receive
30% of their Allowed Claim paid in 20 equal quarterly payments of
that Claimant's Allowed Claim beginning 90 days after the Effective
Date. Class 3 is Impaired under the Plan. Holders of Allowed
Claims in Class 3 are entitled to vote to accept or reject the
Plan.
Holders of Interests will contribute $69,000 to the Plan by
cancelling the Smith Unsecured Loan. In addition, the Debtor
intends to continue factoring its accounts receivables with
Interstate Capital Corporation ("ICC") to continue to raise
capital.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-35676-100.pdf
About Saxon Engineering
Saxon Engineering, Inc., a computer numerical control (CNC)
machining company in Houston, Texas, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
17-35676) on Oct. 3, 2017. In the petition signed by Steven Smith,
its president, the Debtor estimated assets and liabilities of $1
million to $10 million. Judge Jeff Bohm presides over the case. The
Debtor hired Okin Adams LLP, as counsel; and Warren J. Fields, as
special counsel.
SCOTTISH HOLDINGS: Wants to Maintain Exclusivity Until Sept. 25
---------------------------------------------------------------
Scottish Holdings, Inc. ("SHI") and Scottish Annuity & Life
Insurance Company (Cayman) Ltd. ("SALIC") request the U.S.
Bankruptcy Court for the District of Delaware to extend the period
during which the Debtors have the exclusive right to file a chapter
11 plan by 120 days through and including Sept. 25, 2018, and
extending the period during which the Debtors have the exclusive
right to solicit acceptances thereof through and including Nov. 26,
2018.
On April 18, 2018, the Debtors filed the Joint Chapter 11 Plan of
Reorganization and the Proposed Disclosure Statement.
The Debtors assert that cause exists to extend the Exclusive
Periods in these Chapter 11 Cases for several reasons. First, these
Chapter 11 Cases are large and complex. The Debtors and their
non-debtor affiliates are a complex, multi-national
onshore-offshore reinsurance enterprise subject to regulation in
the United States, the Cayman Islands, Ireland, and Bermuda. The
Debtors and their non-debtor affiliates collectively manage
billions of dollars in assets and liabilities in connection with
their reinsurance business, and are parties to over 1,000
reinsurance treaties. Additionally, these Chapter 11 Cases involve
the unprecedented restructuring in chapter 11 of an operating
insurance company.
The Debtors have made significant progress in resolving issues
facing the estates and advancing these Chapter 11 Cases toward a
successful resolution. Among other things, the Debtors, with the
assistance of their professionals, have:
(a) Entered into a Stock Purchase Agreement, subject to higher
or better offers, for the sale and recapitalization of the Debtors
and certain of their non-debtor affiliates. The proposed
transaction would provide $12.5 million to unsecured creditors, net
of certain closing date payments, and $12.5 million to the
reorganized Debtors and their non-debtor affiliates, net of certain
potential cure obligations;
(b) Obtained approval of bidding and auction procedures for
soliciting and considering higher and better offers for a purchase,
recapitalization or other transaction for the Debtors and their
non-debtor affiliates;
(c) During the pendency of these Chapter 11 Cases, contacted
65 potentially interested buyers or financiers, including strategic
and financial players, which resulted in 11 parties signing
non-disclosure agreements and accessing the Debtors' transaction
data room. The Debtors expect that they and their professions will
continue to devote significant resources to potential bidder
diligence and engagement through the bid deadline;
(d) Assumed the Restructuring Implementation Agreement. The
requirements of the laws of the Cayman Islands, where SALIC is
organized, make this an essential step for the Debtors to
consummate the Stock Purchase Agreement, or any other transaction
in which the buyer acquires the stock of SALIC;
(e) Assumed the Plan Sponsorship Agreement, which sets forth
the Debtors' restructuring plan consistent with the Stock Purchase
Agreement executed prepetition between the Debtors and HSCM Bermuda
Fund Ltd., as Plan Sponsor;
(f) Developed and filed the Plan and Disclosure Statement, and
a motion for approval of related solicitation procedures;
(g) Filed their Schedules of Assets and Liabilities and
Statements of Financial Affairs, established a Bar Date, and began
reviewing and reconciling claims;
(h) Obtained Court approval to allow SALIC to maintain in the
ordinary course existing reinsurance treaties critical to
preserving the Debtors' value and achieving the sale and
restructuring; and
(i) Obtained various other administrative or customary relief,
such as retention of various professionals and authority to pay tax
claims and maintain the Debtors' existing cash management system.
(j) Most recently, the Debtors have agreed to extend the bid
deadline, auction and disclosure statement hearing at the
Committee’s request. As of May 25, 2018, the Debtors have further
extended the deadline by one week for the Committee and the
individual Committee members to file objections to the Disclosure
Statement and the motion for approval of related solicitation
procedures.
(k) Assisting the Committee and an individual Committee member
in their investigation of an alternative bid proposal, and this has
culminated in a proposed term sheet. The Debtors have and continue
to devote substantial time and effort in responding to certain
discovery requests received from the Committee with respect to the
Plan.
(l) Continued significant engagement with their regulators,
including the Delaware Department of Insurance, the Cayman Islands
Monetary Authority, the Bermuda Monetary Authority, and the Central
Bank of Ireland. The Debtors have held several in-person meetings
with regulators.
(m) Engaged with the Court-appointed liquidators and receiver
of their non-debtor affiliates in the Cayman Islands, Bermuda and
Luxembourg, including responding to numerous information requests.
Specifically, the Debtors have engaged with the joint liquidators
appointed in non-debtor affiliate Scottish Re Group Limited's
winding up proceedings in the Cayman Islands and Bermuda.
(n) Engaged with the Luxembourg insolvency receiver, Max
Mailliet, of non-debtor affiliate Scottish Financial (Luxembourg)
S.a r.l. to bring him and his U.S. counsel up to speed on the
Chapter 11 Cases after Mr. Mailliet's appointment in mid-April
2018. Indeed, Mr. Mailliet's U.S. counsel was invited to and
attended a late April 2018 in-person meeting with the Debtors and
the Committee in New York, and the Debtors have continued to engage
with Mr. Mailliet and his counsel, including responding to document
requests from Mr. Mailliet.
Thus, the Debtors assert that allowing additional time will not
harm the Debtors' creditors considering that all throughout these
Chapter 11 Cases the Debtors have maintained an open dialogue with
their creditors and have strived to address concerns and involve
creditors on a rolling basis. Undeniably, the Debtors are seeking
this extension to provide them and their creditors with adequate
time to negotiate and pursue confirmation of the Plan as
efficiently as possible. This extension will avoid any unnecessary
and costly distractions other creditors may interpose while the
Debtors conclude the plan process already substantially underway.
About Scottish Holdings and Scottish Annuity
& Life Insurance Company (Cayman)
Scottish Holdings, Inc., and Scottish Annuity & Life Insurance
Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
holding company organized under the laws of the Cayman Islands with
its principal executive office in Bermuda. Through its operating
subsidiaries, the company is engaged in the reinsurance of life
insurance, annuities and annuity-type products. These products are
written by life insurance companies and other financial
institutions primarily located in the United States. Scottish Re
Group has operating companies in Bermuda, Ireland, and the United
States.
Scottish Holdings and Scottish Annuity sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg
Klinenberg, the Debtor estimated assets and liabilities of $1
billion to $10 billion.
The Debtors hired Hogan Lovells US LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP
as special counsel; and Keefe, Bruyette & Woods, Inc. as investment
banker. Prime Clerk LLC as administrative advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 20, 2018. The Committee tapped Mayer
Brown LLP as special counsel and Appleby (Cayman) Ltd. as special
counsel.
SIVYER STEEL: GGC Acquisition Buying All Assets for $18 Million
---------------------------------------------------------------
Sivyer Steel Corp. asks the U.S. Bankruptcy Court for the Southern
District of Iowa to authorize the bidding procedures in connection
with the sale of substantially all assets to GGC Acquisition Corp.
for $18,297,749, subject to higher and better offers.
The Debtor, in consultation with its professional advisors,
diligently evaluated a number of options to address its liquidity
concerns prior to the commencement of the Voluntary Bankruptcy
Case. Based on its evaluation, and in an exercise of its business
judgment, the Debtor concluded that a sale of all or substantially
all of its assets was the best way to maximize value for its
creditors. To that end, prior to the Petition Date, the Debtor and
its professional advisors, commenced robust and aggressive
marketing initiatives that generated expressions of interest from
various parties.
Concord Financial Advisors, LLC has been involved in the marketing
of Sivyer since April of 2017. It then communicated with
approximately 100 private equity firms of which approximately ten
were interested, and that resulted in five to six groups visiting
the facility and generating two to three initial indications of
interest to buy the company before receiving one acceptable and
executable letter of intent and asset purchase agreement, who is
now considered to be the Proposed Purchaser.
The Debtor and the Proposed Purchaser entered into the Asset
Purchase Agreement, pursuant to which, and subject to Court
approval, the Proposed Purchaser has agreed to purchase the
Purchased Assets for approximately $18,297,749, as set forth more
particularly in the APA. The Debtor has determined that the
Proposed Purchaser's offer for the Purchased Assets is fair,
reasonable, and in the best interest of creditors, and that the
floor established by the proposed sale to the Proposed Purchaser,
subject to higher and better bids pursuant to an open auction
process approved by the Court, affords the Debtor and its estate
the best opportunity to maximize value for creditors.
The salient terms of the APA are:
a. Consideration: The consideration for the sale and transfer
of the Purchased Assets is (a) the Assumed Liabilities (including,
for the avoidance of doubt, the Assumed Non-Cure Payables, the Cure
Costs, the Accrued Real Property Taxes, the Assumed Employee
Liabilities, the Assumed Benefit Plan Liabilities, the Assumed CBA
Liabilities and the Pre-Closing Employee Liabilities, if any, all
as set forth in the applicable section of the Disclosure Schedule
as of the Closing), plus (b) the DIP Payoff Amount, plus (c) the
Term Loan Note Payoff Amount, plus (d) the Overline Payoff Amount,
plus (e) the Working Capital Contribution Amount, plus (f) the
Estate Remaining Funds.
b. Purchased Assets: All of the Seller's right, title and
interest in, to and under all of the assets, properties and rights
of every kind and nature, whether real, personal or mixed, tangible
or intangible (including goodwill), wherever located and whether
now existing or hereafter acquired, which relate to, or are used or
held for use in connection with, the Business.
c. Closing: The transactions contemplated by the Agreement
will take place at 10:00 a.m. (CT) on the second Business Day after
all of the conditions to Closing are either satisfied or waived.
To ensure that the Debtor receives the highest and best offer for
the sale of the Purchased Assets as soon as practicable following
the Court's entry of the Bidding Procedures Order, the Debtor, with
the assistance of its professional advisors, including Concord,
will continue its marketing efforts and contact a wide range of
potential strategic investors and financial investors that may be
interested in purchasing the Purchased Assets.
d. The sale of the Purchased Assets will be free and clear of
all interests, liens, claims and encumbrances.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: June (TBD), 2018 at 4:00 p.m. (CT)
b. Deposit: 5% of the Purchase Price
c. Baseline Auction Bid: The highest or best bid for purposes
of constituting the opening bid of the Auction
d. Auction: The Auction will be held at the offices of
Bradshaw, Fowler, Proctor & Fairgrave, P.C. on June (TBD), 2018,
beginning at 10:00 a.m. (CT), or such other location as the Debtor
may determine, in consultation with the Committee and TBK Bank, on
email notice to the Auction Notices Parties of not less than one
day prior to the Auction Date. In the event the Auction location
or time changes, the Debtor will immediately file a notice on the
docket alerting interested parties accordingly.
e. Initial Minimum Overbid: $50,000
f. Bid Increments: 100,000
g. Break-Up Fee: $274,000
h. Expense Reimbursement Limit: $274,000
i. Sale Hearing: June (TBD), 2018 at (TBD) (CT)
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Sivyer_Steel_135_Sales.pdf
The Debtor will send a Sale Notice to all creditors and interested
parties in the Case, informing the parties of the Auction, the
Bidding Procedures, the Sale Hearing, and objection deadline.
The Debtor also asks approval of the Assumption Notice. To
facilitate the Sale, the Debtor asks authority to assume and assign
to the Proposed Purchaser (or if the Proposed Purchaser is not the
Prevailing Bidder, then to the Prevailing Bidder) the Assumed
Contracts in accordance with the following proposed Assumption and
Assignment Procedures:
a. Within five business days after the entry of the Bidding
Procedures Order, the Debtor will file with the Court and serve, on
the counsel to the Committee and each counterparty to an Assumed
Executory Contract the Assumption Notice.
b. Contract Objection Deadline: 4:00 p.m. (CT) on June (TBD),
2018
c. At the Sale Hearing, the Debtor will seek Bankruptcy Court
approval of their assumption and assignment to the Proposed
Purchaser (or if the Proposed Purchaser is not the Prevailing
Bidder, then to the Prevailing Bidder) of those Assumed Contracts
that have been selected by the Proposed Purchaser (or if the
Proposed Purchaser is not the Prevailing Bidder, then by the
Prevailing Bidder) to be assumed and assigned.
d. If no Contract Objection is timely received, the Debtor
will be authorized to assume and assign such Assumed Contracts to
the Proposed Purchaser (or if the Proposed Purchaser is not the
Prevailing Bidder, then to the Prevailing Bidder) without further
notice to creditors or other parties in interest and without the
need for further order of the Bankruptcy Court, and such assumption
and assignment will be subject to the terms of the Sale Order.
The APA and Bidding Procedures were proposed by the Debtor and
negotiated in good faith and at arm's length, after consultation
with TBK Bank and the Committee.
The Debtor asks that the sale be effective immediately and that the
stay provisions of Bankruptcy Rules 6004(h) and 6006(d) do not
apply.
The Purchaser:
GGC ACQUISITION CORP.
c/o Generation Growth Capital Fund III,
Limited Partnership
411 East Wisconsin Avenue Suite 1710
Milwaukee, WI 53202
Facsimile: (414) 291-8918
E-mail: jreinke@generationgrowth.com
Attn: John K. Reinke
The Purchaser is represented byh:
Spencer T. Moats, Esq.
FOLEY & LARDNER LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Facsimile: (414) 297-4900
E-mail: smoats@foley.com
- and -
Michael J. Small, Esq.
FOLEY & LARDNER LLP
321 North Clark Street Suite 2800
Chicago, IL 60654
Facsimile: (312) 823-4700
E-mail: msmall@foley.com
About Sivyer Steel Corporation
Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a
supplier of steel castings based in Bettendorf, Iowa. Founded by
Frederick Lincoln in 1909, the company is an ISO 9001:2008
recertified steel foundry, which means that it meets the
International Organization for Standardization's quality
management
system.
The Company develops custom steel castings and components for
clients in industries that include government, private, and public
sectors. Sivyer Steel specializes in military castings, energy
applications, railroad castings, wear parts, pump & valves, oil &
gas, mining, construction castings, perimeter security, and
agriculture.
An involuntary Chapter 11 case was filed against the Company on
March 8, 2018, by alleged creditors Sadler Machine Co., Speyside
Machining Holdings, LLC, and ARCO Manufacturing Corporation.
Sivyer Steel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In
the petition signed by Keith Kramer, president, the Debtor
disclosed $16.43 million in assets and $18.35 million in
liabilities.
Judge Anita L. Shodeen presides over the case.
The Debtor hired Bradshaw, Fowler, Proctor & Fairgrave as its legal
counsel; Spencer Fane LLP as special counsel; and Concord Financial
Advisors, LLC, as investment banker.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 19, 2018. The committee retained
Michael Best & Friedrich LLP as its legal counsel, and Whitfield &
Eddy, PLC, as its Iowa counsel.
The official committee of unsecured creditors of hired National
CRS, LLC, as its financial advisor.
SOUTHERN TAN: California Buying Tanning Equipment for $55K
----------------------------------------------------------
Southern Tan, Inc., asks the U.S. Bankruptcy Court for the District
of Kansas to authorize the sale of the following property: (i)
Sundash 332 6 at $5000 each; (ii) five Ergoline 40/3 at $1,200
each; (iii) two Ergoline 770 at $8,000 each; (iv) two Ergoline 1050
at $12,000 each; (v) one Sundash 252 at $1,200 each; (vi) four
Versaspas at $1,000 each; (vii) one Matrix L22 at $300; and (viii)
washer, dryer, safe, computer, monitor, printer, cash drawer
receipt printer for $500 to California Tanning Supply.
The Debtor operates two tanning salons within the Kansas City area
at the following locations: (A.) 6501 W. 119th Street, Overland
Park, KS 66209; and (B.) 13511 S. Mur-Len Road, #132, Olathe, KS
66062.
The Debtor desires to sell the Assets to the Buyer, San Jose, CA,
an unrelated third party, for the sum of $55,000. These assets
comprise of the equipment located at 6501 W. 119th Street, Overland
Park, Kansas. The Debtor expects to file a motion concerning sale
within 10 days for the 13511 S. Mur-Len Road, #132, Olathe, KS
location. The sale will be free and clear of all liens, interests,
and encumbrances. Accordingly, the Debtor asks the Court's
approval authorizing the Debtor to sell the Assets free and clear
of all liens, interests and encumbrances.
The Debtor believes that the sale is in the best interests of the
Chapter 11 estate and its creditors, is proposed in good faith, and
is fully justified. It therefore, asks that it be authorized to
complete and to conduct the sale of the Assets and any other
recovered personal property, pursuant to Section 363(b) of the
Bankruptcy Code, which permits sale of the property of the estate,
other than in the ordinary course of business, after notice and
hearing.
The proceeds of the sale will be deposited into the trust account
of Evans & Mullinix, P.A., pending further order of the Court.
About Southern Tan
Southern Tan, Inc., operator of three tanning salons within the
Kansas City area, filed a chapter 11 petition (Bankr. D. Kan. Case
No. 16-22397) on Dec. 6, 2016. David Henshaw, president, signed
the petition. The Debtor estimated assets and liabilities at
$500,001 to $1 million. The Debtor is represented by Colin N.
Gotham, Esq., at Evans & Mullinix, P.A.
SOUTHSIDE CHURCH: Taps William Corley as Bankruptcy Attorney
------------------------------------------------------------
Southside Church of Christ of Jacksonville, Inc. seeks approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to hire William Corley, III, Esq., as its legal counsel.
The attorney will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation and implementation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Mr. Corley will provide legal services on a pro bono basis. He has
not received any retainer from the Debtor.
In a court filing, Mr. Corley disclosed that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
Mr. Corley can be reached through:
William E. Corley, III
3050 Tamaya Blvd., No. 105
Jacksonville, FL 32246
Tel: 904-451-0296
Fax: 866-559-4097
Email: wcorleyiii@gmail.com
About Southside Church of Christ
of Jacksonville Inc.
Southside Church of Christ of Jacksonville, Inc. is a
not-for-profit community church located in Jacksonville, Florida.
Southside Church sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00219) on January 24,
2018. In its petition signed by Harold A. Rollinson, president,
the Debtor disclosed that it had estimated assets of $1 million to
$10 million and liabilities of less than $1 million.
Judge Jerry A. Funk presides over the case.
STAR BODY: Case Summary & 7 Unsecured Creditors
-----------------------------------------------
Debtor: Star Body Expert Inc.
dba Star Auto Paint Center
2 Rd Km 20.1
Candelaria Ward
Toa Baja, PR 00949
Business Description: Star Body Expert, Inc. operates an auto body
shop in Toa Baja, Puerto Rico. Founded in
1984, the company recently added a store
specializing in auto paints sold to other
shops. Star Body Expert previously sought
protection from creditors on Aug. 11, 2015
(Bankr. D. P.R. Case No. 15-06125).
Chapter 11 Petition Date: May 29, 2018
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Case No.: 18-02960
Judge: Hon. Brian K. Tester
Debtor's Counsel: Gerardo L. Santiago Puig, Esq.
GSP LAW, P.S.C.
Doral Bank Plaza Suite 801
33 Resolucion St
San Juan, PR 00920
Tel: 787-777-8000
Fax: 787-767-7107
E-mail: gsantiagopuig@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carlos Oliveros, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at:
http://bankrupt.com/misc/prb18-02960.pdf
STRAIGHT TRIANGLE: Taps Calvin L. Jackson as Legal Counsel
----------------------------------------------------------
Straight Triangle Trucking, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Georgia to hire Calvin
L. Jackson, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; conduct examinations incidental to the
administration of its estate; assist in the preparation of a plan
of reorganization; and provide other legal services related to its
Chapter 11 case.
Jackson will charge an hourly fee of $250. The firm was paid the
sum of $5,717, of which $1,375 was used to pay its pre-bankruptcy
services while $1,717 was used to pay the filing fee.
Calvin Jackson, Esq., disclosed in a court filing that he and other
members of his firm do not hold any interest adverse to the
Debtor's estate.
Jackson can be reached through:
Calvin L. Jackson, Esq.
Calvin L. Jackson, P.C.
P.O. Box 7221
Warner Robins, GA 31095
Phone: (478) 923-9611
Email: cljpc@mgacoxmail.com
About Straight Triangle Trucking
Straight Triangle Trucking, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-50866) on May
7, 2018. In the petition signed by Terrence D. Blige, managing
member, the Debtor estimated assets of less than $50,000 and
liabilities of less than $100,000.
STREET BREADS: Unsecureds to Receive 1-2% of Allowed Claims
-----------------------------------------------------------
Street Breads of Southwest Louisiana, LLC, filed an amended
disclosure statement in support of its plan of reorganization dated
May 8, 2018.
The Debtor, headquartered in Prairieville, Louisiana has two
restaurant locations, one in Lake Charles and the other in Baton
Rouge.
Holders of allowed general unsecured claims in Class 3 will receive
a pro rata share of $10,000 not later than 60 days after the
Petition Date. The Debtor estimates this class will receive 1-2% of
their allowed general unsecured claims.
Payments and distributions under the Plan will be funded, in part,
by the cash generated from the Debtor's operations. Additionally,
Graystoke, Inc. will provide up to $43,400 in addition to
converting its administrative expense claim of some $53,600 to fund
plan payments.
A copy of the Amended Disclosure Statement is available for free
at:
http://bankrupt.com/misc/lamb18-10112-80.pdf
A copy of the original Disclosure Statement is available for free
at:
http://bankrupt.com/misc/lamb18-10112-73.pdf
Attorneys for Street Breads of Southwest Louisiana, L.L.C.:
Paul Douglas Stewart, Jr. (La. #24661)
Ryan J. Richmond (La. #30688)
301 Main Street, Suite 1640
P.O. Box 2348
Baton Rouge, LA 70821-2348
(225) 231-9998 Telephone
(225) 709-9467 Fax
dstewart@stewartrobbins.com
rrichmond@stewartrobbins.com
About Street Breads
Street Breads of Southwest Louisiana, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No.
18-10112) on Feb. 5, 2018. In the petition signed by Joshua
Priola, member, the Debtor estimated assets of less than $500,000
and liabilities of less than $1 million. Stewart Robbins & Brown,
LLC, is the Debtor's legal counsel.
SUCCESSFUL ASSET: May 30 Plan Confirmation Hearing
--------------------------------------------------
Judge Kathryn Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey has conditionally approved the disclosure
statement explaining Successful Asset Management, LLC's Chapter 11
Plan and a hearing to consider confirmation of the Plan will be
held on May 30, 2018, at 2:00 p.m.
About Successful Asset Management
Successful Asset Management, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 17-27132) on Aug. 23, 2017,
estimating less than $1 million in assets and liabilities. Judge
Kathryn C. Ferguson presides over the case. The Debtor tapped
Scott E. Kaplan, Esq., at the Law Offices of Scott E. Kaplan, LLC,
and Trenk DiPasquale Della Fera & Sodono, P.C., as attorneys.
SUNSHINE DAIRY: Alpenrose Wants to Buy Real/Personal Property
-------------------------------------------------------------
Sunshine Dairy Foods Management, LLC, asks the U.S. Bankruptcy
Court for the District of Oregon for authority to sell the real and
personal property to Alpenrose Dairy, Inc. for a purchase price
which will be calculated based on 2% of the gross revenue received
by the Buyer on account of sales to the customers over a four-year
period beginning on the date of the Closing, subject to overbid.
A hearing on the Motion is set for June 6, 2018 at 10:00 a.m.
The parties have entered into Agreement for Sale and Purchase of
Assets of Sunshine Dairy Foods Management, LLC. The Purchase Price
will be paid to the Debtor in monthly installments beginning 30
days after the Closing based on the gross revenue received from the
Transferred Customers during the prior 30 days with subsequent
monthly installments on the same day of each subsequent month for
the requisite four-year period identified above. Alpenrose will
provide to the Debtor a report of the gross revenues received from
the Transferred Customers during the prior month at the same time
as each monthly installment is paid. The sale will be free and
clear of liens.
The lie on the property is held by First Business Capital Corp.,
c/o Barbara Conley, Registered Agent, 401 Charmany Dr., Madison,
Wisconsin, in the approximate amount $9,022,482. All liens on the
property is approximately at $9 million of which the Debtor
believes a total of $0 need not be paid as secured claims because
the lien is invalid, avoidable, etc., the lienholder consents to
less than full payment, or part or all of the underlying debt is
not allowable.
Competing bids must be submitted to the counsel for the Debtor no
later than May 17, 2018, and must exceed the above offer by at
least 50% of the gross sales price, and be on the same or more
favorable terms to the estate.
There are no independent appraisals. The value is based on the
Debtor's business judgment and knowledge of the industry.
The proceeds will reduce secured debt. Outside of the professional
fees, all other expenses will be shared by the parties. The taxes,
if any, will be paid by the estate.
The Creditor:
FIRST BUSINESS CAPITAL CORP.
c/o Tonkon Torp LLP
Attn: Albert N. Kennedy
88 SW 5th Ave., Suite 1600
Portland, OR 97204-2099
About Sunshine Dairy Foods
Sunshine Dairy Foods is family-owned dairy processor serving local
food service customers, local food manufacturer partners, local
retailers and co-pack customers in the Pacific Northwest. All
Sunshine milk products are packaged in recyclable opaque white jugs
and paper cartons to protect the milk from light and prevent
oxidation. Sunshine's largest vendor is its milk supplier, Oregon
Milk Marketing Federation. OMMF members are almost universally
family farmers who manage small to mid-sized farms in the
Willamette Valley, Oregon and Yakima Valley and Chehalis,
Washington.
Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc.,
concurrently filed voluntary petitions seeking relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ore. Case Nos. 18-31644 and
18-31646, respectively) on May 9, 2018. The petitions were signed
by Norman Davidson III, president of Karamanos Holdings, Inc.,
managing member.
At the time of filing, Sunshine Dairy Foods estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.
Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, and
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serve as the
Debtors' counsel; and Daniel J. Boverman and Boverman & Associates,
LLC, as business and turnaround consultants.
T.C. RENFROW: June 21 Plan Confirmation Hearing
-----------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas has conditionally approved the disclosure
statement explaining T.C. Renfrow Land, L.P.'s Chapter 11 plan and
fixed June 21, 2018, at 9:30 a.m., for the hearing on final
approval of the Disclosure Statement, if a written objection has
been timely filed, and for hearing on confirmation of the Plan.
As previously reported by The Troubled Company Reporter, under the
proposed plan, almost all creditors of T.C. Renfrow will be paid
100% of the amount they are owed on the effective date. The
remaining creditor will receive full payment under the plan.
T.C. Renfrow owns Miller Road, which Valbridge Property Advisors
appraised at $5.275 million. Additionally, it has about $5,000
cash on hand and expects to receive between $140,000 and $160,000
from its pending sale of real property in West Texas. Therefore,
if liquidated, T.C. Renfrow believes that its creditors would
receive 100%, according to the disclosure statement.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/txsb17-33540-68.pdf
About T.C. Renfrow L.P.
T.C. Renfrow Land L.P. holds the deed of trust on a land with house
located at 7633 Miller Road, #2, Houston, Texas, valued at $7.5
million. It separately holds the deed of trust on a land with
house located at 4035 SCR Road Rocksprings, Texas, with a current
value of $595,000.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 17-33540) on June 5, 2017. Timothy
C. Renfrow, manager of ACR GP, LLC, signed the petition. At the
time of the filing, the Debtor disclosed $8.13 million in assets
and $3.9 million in liabilities.
The case is assigned to Judge Marvin Isgur. The Debtor hired The
Gerger Law Firm PLLC as its legal counsel; Valbridge Property
Advisors as its valuation expert; and Richard A. Roome, P.C. as its
accountant.
TEXAS E&P: Frostwood Buying Wellbores & Equipment for $50K
----------------------------------------------------------
Jason R. Searcy, the Chapter 11 Trustee of Texas E&P Operating,
Inc., asks the U.S. Bankruptcy Court for the Northern District of
Texas to authorize the sale of wellbores and associated equipment
to Frostwood Energy, LLC for $50,000, plus assumption of
liabilities.
The objection deadline is June 5, 2018.
The Debtor's schedules filed in this proceeding reflected ownership
of a number of oil and gas leases located in Jackson County, Texas.
Following the appointment of the Trustee, it was determined that
the described leases had terminated under their own terms due to
non-production. A number of wellbores are located on the
properties and associated equipment.
The Buyer owns or controls new oil and gas leases taken on all or a
portion of the underlying mineral estate and desires to purchase
the equipment and to receive an assignment of the right to operate
the wellbores in connection with their leases. The Debtor has no
permit to operate oil and gas wells in Texas and will be in no
position to obtain such a permit from the Railroad Commission of
Texas. Accordingly, the wellbores would become the plugging
obligation of the Debtor's estate and therefore burdensome unless
they are transferred.
The Trustee has been tendered an offer of sale of the equipment and
personal property by the Buyer and a proposed Asset Purchase
Agreement. The offered amount is $50,000. The Trustee desires to
accept the Purchase Offer and sell the property and to execute RRC
form P-4's for the applicable wells to transfer the legal right to
operate to the purchaser, or its designee. The sale is proposed to
be free and clear of all liens, claims and encumbrances with any
valid liens, claims or encumbrances attaching to the sale proceeds.
The Trustee believes the offer to be reasonable.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Texas_E&O_178_Sales.pdf
The Purchaser is represented by:
Michael D. Rubenstein, Esq.
LISKOW & LEWIS
1001 Fannin, Suite 1800
Houston, TX 77002
Telephone: (713) 651-2953
About Texas E&P Operating
Based in Richardson, Texas, the Texas E&P group of companies --
http://texasepgroup.com/-- offer direct investment opportunities
in its oil and natural gas projects in the Southwestern United
States. From the initial investment to the production of each
well, the Group oversees each phase of development. Texas E&P
Operating is an independent oil and natural gas operator, with
specialties in developing new and existing oil fields since 1994.
Texas E&P Funding manages a diverse offering of oil and natural gas
investments. Texas E&P Well Service is in the well workover and
completion industry, with dedication to safety and innovation.
Texas E&P Operating, Inc., f/k/a Chestnut Exploration and
Production, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017. In the
petition signed by Mark A. Plummber, president, the Debtor
estimated its assets and liabilities at between $10 million and
$50
million.
Judge Stacey G. Jernigan presides over the case.
John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors' in the Debtor's case. The Committee retained
Okin Adams LLP as its legal counsel.
On Jan. 19, 2018, Jason Searcy was appointed as the Debtor's
Chapter 11 trustee. The trustee hired Searcy & Searcy, P.C., as
bankruptcy counsel. Snow Spence Green LLP, is the special counsel.
TEXAS SEMI TRUCK: June 22 Hearing on Plan and Disclosures
---------------------------------------------------------
Bankruptcy Judge Marvin Isgur conditionally approved Texas Semi
Truck Sales, LLC's disclosure statement, dated May 10, 2018,
referring to a chapter 11 plan also dated May 10, 2018.
June 17, 2018, is fixed as the last day for filing written
acceptances or rejections of the plan, and the last day for filing
and serving written objections to the disclosure statement and
confirmation of the plan.
June 22, 2018, at 9:30 a.m. is fixed for the hearing on final
approval of the disclosure statement and for the hearing on
confirmation of the plan.
Class 7 consists of all unpaid, pre-petition, allowed, unsecured,
non-priority claims against Texas Semi. Based on Texas Semi's
bankruptcy schedules and the proofs of claim currently filed with
the Bankruptcy Court, Texas Semi estimates that the total amount of
claims in this class -- including the unsecured and non-priority
portions of the claims of secured and priority creditors -- is
approximately $5,200 or less.
Texas Semi will pay 100% of the amount owed to Class 7 in
approximately 18 equal monthly payments of $300 per month. Payments
to Class 7 will start on the fifth day of the 2nd full calendar
month following the Effective Date of the Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/txsb17-36582-51.pdf
About Texas Semi Truck Sales, LLC
Based in New Braunfels, Texas, Texas Semi Truck Sales, LLC dba
Johnny Macs Truck and RV Wash, operates a truck wash business. It
is a small business debtor as defined in 11 U.S.C. Section
101(51D). The Debtor filed for Chapter 11 bankruptcy protection
(Bankr. Dec. 4, 2017), estimating their assets at between $1
million and $10 million and their debts at between $500,000 and $1
million. The petition was signed by Robert Heggy, its general
manager.
Judge Marvin Isgur presides over the case.
Reese W Baker, Esq., at Baker & Associates serves as the Debtor's
bankruptcy counsel.
The Debtor estimated its assets at between $1 million and $10
million and its debts at between $500,000 and $1 million. The
petition was signed by Robert Heggy, general manager.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Texas Semi Truck Sales, LLC, as
of Dec. 7, according to a court docket.
TOTAL DIAGNOSTIX: Taps Winstead as Special Counsel
--------------------------------------------------
Total Diagnostix Labs, LLC, received approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Winstead PC as its special counsel.
The firm will represent the Debtor in a lawsuit filed by Cquentia
Series, LLC and HTG Series (Case No. 17-cv-00919 now Adversary
18-4094); and a lawsuit filed by Channel (H), Inc. (Case No.
17-cv-00916).
The firm will charge these hourly rates:
Rafael Rodriguez $350
David Lovell $455
David Odom $410
Other Attorneys $385 - $450
Prior to the petition date, Winstead received a retainer in the sum
of $36,947.
Winstead is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Rafael Rodriguez, Esq.
Winstead PC
300 Throckmorton Street, Suite 1700
Fort Worth, Texas 76102
Phone: 817.420.8200 / 817.420.8265
Fax: 817.420.8201
Email: rrodriguez@winstead.com
About Total Diagnostix Labs
Total Diagnostix Labs, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Winstead PC as its special counsel.
The firm will represent the Debtor in a lawsuit filed by Cquentia
Series, LLC and HTG Series (Case No. 17-cv-00919 now Adversary
18-4094); and a lawsuit filed by Channel (H), Inc. (Case No.
17-cv-00916).
The firm will charge these hourly rates:
Rafael Rodriguez $350
David Lovell $455
David Odom $410
Other Attorneys $385 - $450
Prior to the petition date, Winstead received a retainer in the sum
of $36,947.27.
Winstead is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Rafael Rodriguez, Esq.
Winstead PC
300 Throckmorton Street, Suite 1700
Fort Worth, Texas 76102
Phone: 817.420.8200 / 817.420.8265
Fax: 817.420.8201
Email: rrodriguez@winstead.com
About Total Diagnostix Labs
Total Diagnostix Labs, LLC, operates a diagnostic center in Forth
Worth, Texas.
Total Diagnostix Labs sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-40938) on March 7,
2018. In the petition signed by Alan D. Meeker, chief executive
officer, the Debtor estimated assets of $10 million to $50 million
and liabilities of $50 million to $100 million. Judge Russell F.
Nelms presides over the case.
The Debtor tapped Forshey & Prostok, LLP as its legal counsel; and
Kelly Hart & Hallman as its special counsel.
Total Diagnostix Labs, LLC, operates a diagnostic center in Forth
Worth, Texas.
Total Diagnostix Labs sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-40938) on March 7,
2018. In the petition signed by Alan D. Meeker, chief executive
officer, the Debtor estimated assets of $10 million to $50 million
and liabilities of $50 million to $100 million. Judge Russell F.
Nelms presides over the case.
The Debtor tapped Forshey & Prostok, LLP as its legal counsel; and
Kelly Hart & Hallman as its special counsel.
TRINSEO SA: Moody's Raises CFR to Ba3, Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
(CFR) of Trinseo S.A to Ba3 from B1 based on a more constructive
view of the styrene and polystyrene markets over the next two to
three years, as well as the potential for growth in its Performance
Materials
Division. Moody's also affirmed its Speculative Grade Liquidity
Rating at SGL-1. The outlook is stable.
"We expect styrene and polystyrene to remain cyclical commodities
over the longer term. However, limited announcements of new
capacity outside of Asia despite three years of strong profit
margins bodes well for profits through 2020," stated John Rogers,
Senior Vice
President at Moody's and lead analyst on Trinseo.
Ratings upgraded:
Trinseo S.A.
Corporate Family Rating to Ba3 from B1
Probability of Default Rating to Ba3-PD from B1-PD
Trinseo Materials Operating S.C.A.
Guaranteed senior secured revolver and term loan to Ba2 (LGD3)
from Ba3 (LGD3)
Guaranteed senior unsecured notes to B2 (LGD5) from B3 (LGD5)
Ratings affirmed:
Trinseo S.A.
Speculative Grade Liquidity Rating at SGL-1
Outlook
Trinseo S.A. at stable
Trinseo Materials Operating S.C.A. at stable
RATINGS RATIONALE
The upgrade of Trinseo's CFR to Ba3 is supported by good
intermediate term fundamentals in styrene and polystyrene,
particularly in Europe and the Americas. Despite three years of
strong margins, announcements of new capacity have been relatively
small and limited to existing producers. Additionally, Trinseo's
Performance Materials Division had relatively flat performance in
2017 due to volatility in raw material prices and other one-time
issues, but volume growth in Synthetic Rubber and Performance
Plastics was strong, which should bode well for 2018. The Ba3 CFR
is supported by its size in terms of revenue, significant and
sustainable market positions in each of its segments, relatively
stable profitability in its Performance Materials Division and an
experienced management team.
Moody's expects Trinseo's EBITDA to remain over $600 million for
the next several years despite volatility in key feedstocks.
Specifically, if feedstock prices remain subdued in 2018, the
Performance Materials Division could easily generate more than $350
million of EBITDA. While the company is able to pass through
increases in raw material costs, albeit with a delay, the
combination of raw material volatility along with the timing of
customer purchases can create a significant quarter-to-quarter
volatility in profitability.
Moody's still believes that styrene and polystyrene will remain
cyclical and the next downturn could begin in 2021. New capacity in
China is likely to reduce imports and redirect more exports from
the Middle East and the US into Europe, leading to a market
downturn over
the next several years. Due to China's recent focus on
environmental stewardship, the exact timing of this new capacity
build is somewhat uncertain, but likely to occur as the projects
that will provide the raw material, benzene, are going forward.
Management has targeted leverage of 1-2x on an ongoing basis;
however, debt is not expected to decline beyond required
amortizations. Due to continued strong performance in its Basic
Plastics (polystyrene) and Feedstocks (styrene) Division, credit
metrics are expected to remain unusually strong for the rating with
Debt/EBITDA of less than 2.5x and Retained Cash Flow/Debt of over
25%. These metrics include Moody's Standard Adjustments to
financial statements, which include the capitalizations of pensions
and operating leases. Moody's adjustments add roughly $260 million
to debt.
The SGL-1 rating reflects very good liquidity primarily supported
by cash balances of roughly $432 million (as of December 31, 2017)
and the expectation that free cash flow will remain above $200
million in 2018. The company also has access to an undrawn $375
million revolver and a $150 million A/R securitization that had
minimal outstandings at
year end but will mature in May 2019. The company has a springing
covenant in its revolver which requires the company to maintain a
pro forma first lien net leverage ratio of less than 2.0x, if
greater than 30% is drawn. The company is expected to remain well
in compliance with this covenant over the next several years.
The stable outlook reflects the expectation that financial
performance will remain at or near record levels. The CFR could be
upgraded if Performance Materials Division EBITDA rises sustainably
toward $400 million, balance sheet debt remains near $1.2 billion
and free cash
flow remains above $150 million. This would also imply that
leverage during the next downturn would not rise above 4x. The
rating could be downgraded if the company significantly increases
leverage to fund acquisitions or share repurchases, resulting in
leverage of above 2.5x during the current styrene upcycle, or if
the company fails to generate free cash flow on a sustained basis.
Moody's noted that Trinseo is moving its polycarbonate, ABS and SAN
product lines to the Performance Materials Division in 2018 from
the Basic Plastics segment, The upgrade trigger for the Performance
Materials Division
profitability will have to be reset once additional information on
these product lines is provided.
The principal methodology used in these ratings was Chemical
Industry published in January 2018.
Trinseo S.A. is the world's largest producer of styrene butadiene
(SB) latex, the largest European producer of SSBR rubber (solution
styrene butadiene rubber), the third largest global producer of
polystyrene and a sizable producer of polycarbonate resins and
engineered polymer blends. In 2017, Trinseo had revenues of over $4
billion, 16 manufacturing sites around the world, and over 2,200
employees.
TWO STREETS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Two Streets, Inc.
dba All-Metro Fence Company
5493 I-55 South
Jackson, MS 39212
Business Description: All-Metro Fence is a family owned
and operated company located in Jackson,
Mississippi, that builds every type of
fence, including: chain link, custom wood,
remote controlled entrances, PVC, aluminum,
and wrought iron for residential,
commercial, and industrial customers.
http://www.allmetrofence.com/
Chapter 11 Petition Date: May 29, 2018
Court: United States Bankruptcy Court
Southern District of Mississippi
(Jackson-3 Divisional Office)
Case No.: 18-02103
Judge: Hon. Edward Ellington
Debtor's Counsel: R. Michael Bolen, Esq.
HOOD & BOLEN, PLLC
3770 Highway 80 West
Jackson, MS 39209
Tel: 601-923-0788
Fax: 601-922-2968
Email: rmb@hoodbolen.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Danny Wayne Street, president.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mssb18-02103.pdf
UNITED CHARTER: Plan Confirmation Hearing Set for July 19
---------------------------------------------------------
Bankruptcy Judge Robert S. Bardwill issued an order approving
United Charter, LLC's disclosure statement in support of its first
amended plan of reorganization filed May 3, 2018.
June 25, 2018 is the date fixed as the last day for:
a. Mailing or faxing the completed ballot accepting or rejecting
the Plan; and
b. Filing and serving written objections to confirmation of the
Plan.
The hearing on confirmation of the Plan is set for July 19, 2018,
at 11:30 a.m. in Department E of the United States Bankruptcy
Court, 501 I Street, Sixth Floor (Courtroom 33), Sacramento,
California.
About United Charter
United Charter LLC, owner of certain properties in Stockton,
California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No.
17-22347) on April 7, 2017. In the petition signed by Raymond
Zhang, its managing member, the Debtor estimated assets and
liabilities ranging from $1 million to $10 million. The case is
assigned to Judge Ronald H. Sargis. The Debtor is represented by
Jeffrey J. Goodrich, Esq., at Goodrich & Associates.
VERNON PARK: Has Until Sept. 14 to File Plan
--------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois ordered that Vernon Park Church of
God will have until September 14, 2018, to file the plan of
reorganization and disclosure statement and the exclusivity period
is extended to Sept. 14.
A status hearing on the filing of the plan and disclosure statement
will be held on Sept. 18, at 10:00 a.m.
As previously reported by The Troubled Company Reporter, the Debtor
has determined that it should finance the completion of the church
building and the landscaping over time with funds from its
revenues. Thus, the Debtor tells the Court that it needs
additional time:
(a) to develop its reorganization plan and to file a plan of
reorganization and disclosure statement;
(b) to select a new developer for the excess land;
(c) to pursue the TIF funds from the Village of Lynwood;
(d) to select a general contractor to assist it with planning
the construction work that is necessary to finish the church
premises and landscaping; and
(e) to resolve objections to claims and the priority of the
mechanic's lien claims -- the Debtor believes that the Court is the
best forum to determine the validity and priority of the $3,800,000
in lien claims, and that multiple adversary proceedings will be
required to determine the validity and priority of the lien
claims.
About Vernon Park Church of God
Based in Lynwood, Illinois, Vernon Park Church of God --
http://www.vpcog.org/-- is a religious organization. The Church's
Sunday service is at 10:00 a.m., and Children's Church is held
during Sunday service.
Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed
by Jerald January Sr., pastor, the Debtor estimated assets and
liabilities between $1 million and $10 million. The case is
assigned to Judge Donald R Cassling. The Debtor is represented by
Karen J Porter, Esq., at Porter Law Network.
WAYNE CITY, MI: Moody's Cuts Issuer Rating to B2, Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service has downgraded the City of Wayne, MI's
issuer rating to B2 from B1 and general obligation limited tax
(GOLT) rating to B3 from B2. The outlook is negative. The city has
$22.1 million of rated GOLT bonds.
RATINGS RATIONALE
The B2 issuer rating reflects the city's very narrow liquidity and
an increasingly stressed financial position with few remaining
options to correct an ongoing structural imbalance. The rating also
reflects the city's modestly-sized tax base with significant
concentration in auto manufacturing, a weakened socioeconomic
profile, very high leverage and high fixed costs.
The B3 GOLT rating is one notch lower than the city's issuer
rating. The notching reflects greater pressure on the continued
payment of limited tax bond debt service, relative to the
hypothetical GOULT pledge of the issuer rating, given the lack of a
dedicated bond levy and strong limitations on the city's ability to
raise revenue.
RATING OUTLOOK
The negative outlook reflects the expectation that the city's
sizeable operating gap will continue to exert tremendous stress on
liquidity. Previous attempts to increase taxes and reduce
expenditures were insufficient, and the city has limited options to
address its structural shortfall.
FACTORS THAT COULD LEAD TO AN UPGRADE
Stabilization of the city's financial operations and reserves
FACTORS THAT COULD LEAD TO A DOWNGRADE
Further narrowing of the city's liquidity
Lack of progress on trimming operating expenses
LEGAL SECURITY
The city's outstanding rated securities are secured by its pledge
and authorization to levy taxes subject to charter, statutory and
constitutional limitations.
PROFILE
The City of Wayne is located in the north central portion of Wayne
County, approximately 21 miles west of Detroit. The city operates
under a Commission-Manager form of government and provides
municipal services including public safety, health and welfare,
recreation and utilities to a population of approximately 17,600
residents.
WESTMORELAND COAL: S&P Lowers ICR to 'SD' on Restructuring
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Englewood,
Colo.–based Westmoreland Coal Co. to 'SD' from 'CCC-'. S&P has
removed the ratings on WCC from CreditWatch with negative
implications, where it originally placed them on March 9, 2018.
At the same time, S&P lowered its issue-level rating on
Westmoreland Coal's first-lien term loan and 8.75% senior secured
notes to 'D' from 'CCC-'.
S&P also affirmed its 'CC' issue level rating on Oxford Mining
Company, LLC's debt, which remains on CreditWatch with negative
implications.
The downgrade follows WCC's announcement that it entered into an
agreement with its first lien lenders and creditors to obtain a
$110 million bridge term loan that subordinates the liens securing
the rated debt (formerly first-lien) to the liens securing the
bridge term loan financing. S&P considers this transaction
distressed as it alters ranking of the secured lenders to a junior
position.
WEWORK COMPANIES: Moody's Rates CFR 'B3' & Proposed Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned to WeWork Companies, Inc. a B3
Corporate Family rating ("CFR"), B3-PD Probability of Default
rating ("PDR") and Caa1 rating to its proposed senior unsecured
notes. The rating outlook is stable.
RATING RATIONALE
"WeWork has billions in cash and deep-pocketed private equity
backing, but spending on its ambitious global growth plans mean it
will likely be years before there are consolidated profits or free
cash flow," said Edmond DeForest, Moody's senior credit officer.
The B3 CFR reflects WeWork's limited operating history, lack of
historical profits and Moody's expectation for no free cash flow
over the next few years. WeWork plans very high annual capacity and
membership growth in each of the next few years, including through
entry into many new markets, notably in Asia and South America.
Risks to WeWork's plans include its ability to maintain high
occupancy, stable per-member pricing and realize scale benefits
which will lower its per unit investment requirements as it expands
rapidly. WeWork will need to be very resilient in maintaining short
term lessee occupancy during a downturn to cover their longer term
lease obligations. Although WeWork has experienced high member
growth and retention over the past few years, its operations are
concentrated in only a few markets, such as New York City, where
its office-space-as-a-service business model has proven successful.
Additional support is provided by over $2.5 billion of cash pro
forma for the net proceeds of the proposed senior unsecured notes
as of December 31, 2017, a suite of proprietary technologies,
portfolio of related service businesses and a diverse roster of
equity investors including affiliates of SoftBank Group Corp.
WeWork leases well-located office space, often at or above market
rents. By achieving high occupancy of its high-density office space
configurations quickly through the sale of flexible memberships to
a wide variety of customers, including large enterprises, small to
mid-sized business and sole proprietors, WeWork has been able
typically to recoup up-front building-level investments within 12
to 18 months of opening. The ratings reflect Moody's concern that
WeWork may not achieve similarly rapid lease ups and high retention
in new markets. Additional credit concerns include a lack of clear
competitive differentiators from other existing and potential
office-space-as-a-service providers. That said, WeWork's almost $1
billion of revenue as of the end of 2017, success in achieving
building-level profits and free cash flow where it operates today
and high equity valuation leave it well positioned as a disruptive
first mover in what may prove to be a large "gig economy" office
space market.
Good liquidity is provided by WeWork's $2.5 billion cash balance
pro forma for the proposed notes offering as of December 31, 2017
and $1.15 billion of unrated senior secured bank revolving credit
and letter of credit facilities due 2020. Moody's assessment of
liquidity also incorporates the assumption that the large negative
free cash flow expected over the next few years could be reduced
quickly if new location openings are slowed or halted.
The Caa1 senior unsecured rating reflects the B3-PD PDR and a Loss
Given Default assessment of LGD5, reflecting their junior position
in the debt capital structure behind the $1.15 billion senior
secured revolving credit and letter of credit facilities. Operating
leases are generally incurred by wholly-owned location-specific
single --purpose entities. Certain domestic leases are secured by
letters of credit issued under the secured facilities equal to up
to the average of one year's rent.
The stable ratings outlook reflects Moody's anticipation that if
WeWork achieves its financial plans, it will generate positive
adjusted EBITDA (as defined by the company) before growth
investments by 2020 and free cash flow by 2022.
The ratings could be upgraded if Moody's anticipates WeWork will
maintain high occupancy, solid member growth, strong pricing power,
declining per-unit growth investment costs and steady-state free
cash flow (cash flow from operations before growth investment
expenses less maintenance capital expenditures and estimated cash
costs and capital investments required to replace subscriber churn)
to debt around 5%. Expectations of balanced financial policies and
robust, diverse liquidity sources would also be important
considerations for higher ratings.
Moody's could downgrade the ratings if pressured occupancy rates,
pricing declines, limited available desk growth or higher than
planned per-unit growth costs delays the expected achievement of
expanded profitability rates and positive free cash flow.
Diminished liquidity could also lead to lower ratings.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Issuer: WeWork Companies, Inc.
Corporate Family Rating, assigned at B3
Probability of Default Rating, assigned at B3-PD
Senior unsecured, assigned at Caa1 (LGD5)
Outlook, is stable
WeWork, based in New York City, provides office space as a service
and related services. Moody's expects 2018 revenues of around $1.5
billion.
WOODBRIDGE GROUP: Noteholders Tap Dundon as Financial Advisor
-------------------------------------------------------------
The Ad Hoc Group of Noteholders received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Dundon
Advisers LLC as its financial advisor in connection with Woodbridge
Group of Companies, LLC's Chapter 11 case.
The firm will advise the group on issues related to trading and
liquidity options for noteholders; give advice on issues related to
noteholder treatment, plan and asset disposition; and provide other
financial advisory services related to the Debtor's Chapter 11
case.
The firm will charge these hourly rates:
Matt Dundon $600
Jon Feldman $500
William Ha $400
Robert Goch $400
Matthew Dundon, a principal of Dundon Advisers, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
Dundon Advisers can be reached through:
Matthew Dundon
Dundon Advisers LLC
P.O. Box 259H
Scarsdale, NY 10583
Phone: 917-838-1930
Email: md@dundon.com
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
YAK ACCESS: Moody's Assigns 'B2' CFR & 1st Lien Term Loan Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating (PDR) to Yak Access
LLC. In addition, Moody's assigned a Ba3 rating to the company's
proposed $125 million senior secured super priority revolving
credit facility, a B2 rating to the $650 million senior secured 1st
lien term loan and a Caa1 rating to its $200 million senior secured
2nd lien term loan. The proceeds from the term loans will be used
by Platinum Equity to acquire a 50.1% ownership interest in Yak
Access LLC from Jones Companies and Beasley Forest Products and to
cover transaction fees and expenses. Moody's also assigned a
speculative grade liquidity rating of SGL-3. The ratings outlook is
stable. This is the first time Moody's has rated Yak Access LLC.
"Yak Access LLC's strong competitive position and its pro forma
leverage ratio of about 3.5x support its B2 corporate family
rating, but its relatively small size, limited diversification, the
cyclicality of its end markets and its high level of debt versus
revenues will limit its upside ratings potential," said Michael
Corelli, Moody's Vice President -- Senior Credit Officer and lead
analyst for Yak Access LLC.
Assignments:
Issuer: Yak Access LLC
Corporate Family Rating, Assigned B2;
Probability of Default Rating, Assigned B2-PD;
$125 million senior secured super priority revolving credit
facility Ba3(LGD2);
$650 million senior secured 1st lien term loan B2 (LGD3);
$200 million senior secured 2nd lien term loan Caa1 (LGD6);
Speculative Grade Liquidity Rating, Assigned SGL-3.
Outlook Actions:
Issuer: Yak Access LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Yak Access LLC's B2 corporate family rating reflects its moderate
financial leverage, strong profit margins and adequate liquidity.
The rating also reflects its strong market position with only a few
major competitors in the end markets it serves, with many of those
competitors unable to provide the same breadth and volume of
products and range of services. In addition, the company serves
mostly blue chip customers in the midstream pipeline and power line
sectors, both of which have favorable near term prospects. The
company's rating is constrained by its high absolute level of debt
at about 170% of pro forma revenues, its modest interest coverage,
relatively small scale, limited end market diversity, moderate
customer concentration, the cyclicality of its key midstream
pipeline end market and the lack of operating history under its new
corporate structure.
Moody's anticipates that Yak Access will continue to benefit from
elevated spending in the midstream pipeline sector as
infrastructure is developed to transport the significant volumes of
oil & gas extracted from shale basins. The power line sector will
also continue to be supported by the replacement of aged
transmission infrastructure and electrical grid expansion due to
increased energy demand. Moody's expects the company to produce
around $500 million in revenues over the next 12 months, and it
should continue to generate strong profit margins due to its
business model which is focused on leasing access mats and
providing design, installation and removal services. That should
lead to adjusted EBITDA in the range of $240 million - $270 million
and result in an adjusted leverage ratio (Debt/EBITDA) in the range
of 3.3x-3.7x, an interest coverage ratio (EBITA/Interest Expense)
of 1.6x-1.9x and funds from operations (CFO before working capital
changes) equal to about 20%-23% of outstanding debt. Most of the
company's credit metrics will be strong for the B2 corporate family
rating, but the assigned rating also reflects its relatively small
size, limited diversification, the cyclicality of its key midstream
pipeline end market and its high level of debt ($850 million)
versus revenues ($500 million pro forma basis).
Moody's has assigned a speculative grade liquidity rating of SGL-3
since Yak Access is expected to maintain adequate liquidity and
will have no meaningful debt maturities prior to the maturity date
of the proposed revolver in 2023. The company is expected to
maintain a modest cash balance and full availability on its $125
million revolver, which is expected to be undrawn at closing. The
company should produce positive free cash flow since it typically
receives advance payments when it leases access mats, but its free
cash generation will be limited in the near term as it aggressively
refreshes and expands its inventory of mats.
The stable ratings outlook presumes the company's operating results
will moderately improve over the next 12 to 18 months and it will
maintain credit metrics that support its rating.
The rating could be upgraded if the company sustains its strong
profit margins, enhances its scale and end market diversity and
raises its interest coverage above 2.0x on a sustained basis.
However, its relatively small scale will limit its upside ratings
potential.
Negative rating pressure could develop if the company has a weaker
than expected operating performance that results in a material
deterioration in its credit metrics. The leverage ratio rising
above 4.5x or the interest coverage ratio persisting below 1.5x
could lead to a downgrade. A significant reduction in borrowing
availability or liquidity could also result in a downgrade.
Yak Access LLC, headquartered in Columbia, Mississippi, is a
specialty equipment leasing and logistics company focused on
temporary access solutions to remote construction sites mostly
serving energy infrastructure repair and development work in North
America. The company produced pro forma revenues of about $500
million during the twelve months ended March 31, 2018. Platinum
Equity has agreed to acquire 50.1% of Yak Access LLC from the Jones
Companies and Beasley Forest Products, who will own 49.9% of the
company after this transaction is completed.
ZALER POP: Disclosure Statement Has Conditional Court Approval
--------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania, in April, conditionally approved
the disclosure statement explaining Zaler Pop Holdings of
Wilkinsburg LLC's Plan and convened a hearing on May 24 to consider
final approval of the disclosure statement and confirmation of the
Plan.
As previously reported by The Troubled Company Reporter, the Debtor
will receive $5,000 per month in rent from Cuddy, $4,000 of which
will be allocated for payment to creditors under the Amended Plan.
The remaining $1,000 of monthly rent will be utilized to pay
administrative claims, insurance obligations and retention for
capital improvements. The Debtor has categorized the unsecured
priority taxes as well as secured tax claims which would otherwise
qualify as an unsecured priority claim where it not for the secured
status. Accordingly, Debtor proposes to pay the priority tax and
secured tax claims treated as priority on the same level, and then
pay the secured tax claims in full over an extended period of
time.
Class 8 under the plan consists of the Allowed General Unsecured
claims of trade creditors which are comprised of the claims of
Peoples Gas and Duquesne Light as well as the unsecured portion of
the IRS and Revenue tax claims. Debtor projects that the Class 8
claimants will receive 25% of their claims subsequent to payment of
the priority and secured claims. Upon the payment and satisfaction
of the priority and secured claims, Debtor will make pro rata
semi-annual monthly payments for a period of one year on the
Allowed General Unsecured Claims.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/pawb17-20390-155.pdf
A full-text copy of the Amended Plan is available at:
http://bankrupt.com/misc/pawb17-20390-153.pdf
About Zaler Pop Holdings
Zaler Pop Holdings of Wilkinsburg LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
17-20390) on Feb. 3, 2017. The petition was signed by Ronald
Johnson, authorized representative. At the time of the filing, the
Debtor estimated assets and liabilities of less than $500,000. No
official committee of unsecured creditors has been appointed in the
case.
ZIVKO KNEZOVIC: Ardeleons Buying Lincolnwood Property for $1.2M
---------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on June 7,
2018, at 10:00 a.m. to consider Zivko Knezovic's sale of his
interests in the real property commonly known as 6650 Nokomis,
Lincolnwood, Illinois to George Ardeleon and Magdalena Ardeleon for
$1.2 million.
The Debtor is engaged in the business of owning and managing, among
other properties, the Property.
The Property is the principal residence of the Debtor since at
least May 4, 2004. On May 4, 2004, the Debtor executed and
delivered to HLB Mortgage the promissory note in the principal
amount of $809,000. Contemporaneously with the execution of the
Note, the Debtor executed a mortgage in favor of HLB Mortgage on
the Property to secure the indebtedness due under the Note. The
Mortgage was recorded with the Recorder of Deeds of Cook County,
Illinois on May 17, 2004 as document number 0413835068.
Subsequently, the Note and the Mortgage were assigned to Bank of
America, N.A. On Dec. 12, 2017, Bank of America, N.A. filed a
Proof of Claim documenting that it was owed $615,579 as of that
date, plus interest at the rate of 5.75% per annum from Dec. 12,
2017.
Through the sale, Bank of America, N.A. will be paid in full at the
sale in satisfaction of the indebtedness due under the Note and
Mortgage. There are no other secured creditors claiming any right,
title or interest in the Property.
The Debtor is asking to sell the Property to the Buyers, pursuant
to their Real Estate Purchase Agreement. The Buyers are
disinterested third-parties and have no relationship or affiliation
with the Debtor or with his insiders. The Contract provides that
the Buyers will purchase the Property for the gross purchase price
of $1.2 million, free and clear of any interests.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Zivko_Knezovic_180_Sales.pdf
The Debtor asserts that the Purchase Price equals or exceeds the
fair market value of the Property.
About Zivko Knezovic
Zivko Knezovic is engaged in the business of owning and managing
real properties. Zivko Knezovic sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-29208) on Sept. 13, 2016. The Debtor
tapped Ariel Weissberg, Esq., at Weissberg & Associates, Ltd., as
counsel.
[*] Fox Rothschild Merges with Shaw Fishman
-------------------------------------------
In a move that more than doubles its Windy City presence and adds
depth to its office in Wilmington, Delaware, Fox Rothschild LLP
announced a merger, effective June 11, with Shaw Fishman Glantz &
Towbin LLC, a 23-attorney firm with robust practices in bankruptcy,
commercial litigation and real estate.
"Expanding our Chicago presence has been a pivotal component of our
strategic growth focus," said Mark L. Silow, Chair of Fox
Rothschild. "We opened our doors in Chicago three years ago, and
since then we have assembled a team of talented attorneys who
provide a comprehensive range of services: corporate, litigation,
gaming, cybersecurity and privacy, technology, cannabis law,
intellectual property, real estate and taxation. This merger will
boost our litigation and real estate capabilities and add a deep
bench of bankruptcy lawyers to bolster our national practice in
that arena. Shaw Fishman also has two attorneys in Wilmington who
will add strength to our Delaware litigation and bankruptcy
practices."
Over the past several years, Fox Rothschild has grown its national
footprint significantly. The firm opened in Minneapolis in 2016,
welcoming more than 80 attorneys via a merger with Oppenheimer
Wolff & Donnelly LLP. In May of 2017, Fox launched a Seattle office
through a merger with 39-attorney law firm Riddell Williams LLP.
"Fox Rothschild is a superb fit for us," said Robert M. Fishman.
"Not only do our client service philosophies align, but its
national footprint provides us with an expanded reach that will
greatly benefit our clients. We are thrilled to be joining an
innovative, dynamic and growing firm like Fox."
"The attorneys of Shaw Fishman share Fox's entrepreneurial ideology
to the practice of law and to client service," said Mark L. Morris,
Firmwide Managing Partner of Fox Rothschild. "We are excited to
embark upon this next chapter for the firm in Chicago with them."
Founded in 1988, Shaw Fishman serves major corporations and small
businesses in bankruptcy and restructuring, commercial litigation
and real estate.
Donna B. More, managing partner of Fox's Chicago office, added,
"Shaw Fishman enjoys an excellent reputation and has deep roots in
the Chicago business community. I'm pleased to welcome them and
partner with them to further solidify the Fox Rothschild brand in
the region."
Subsequent to the effective date, Fox will maintain two Chicago
office locations: 353 N. Clark Street, Suite 3650, and 321 N. Clark
Street, Suite 800.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Marilou Cruz and Albert D. Cruz
Bankr. C.D. Cal. Case No. 18-15662
Chapter 11 Petition filed May 17, 2018
represented by: Joseph L Pittera, Esq.
E-mail: jpitteralaw@gmail.com
In re 768 Birch St. Project LLC
Bankr. D. Colo. Case No. 18-14225
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/cob18-14225.pdf
represented by: Kevin M. O'Shaughnessy, Esq.
E-mail: kevin@totalspeed.com
In re Immediate Family Clinic, LLC
Bankr. D. Miss. Case No. 18-50971
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/mssb18-50971.pdf
represented by: David L. Lord, Esq.
DAVID L. LORD AND ASSOCIATES, P.A.
E-mail: lordlawfirm@bellsouth.net
In re Whippany Fitness, LLC.
Bankr. D.N.J. Case No. 18-20076
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/njb18-20076.pdf
represented by: John J. Scura, III, Esq.
SCURA, WIGFIELD, HEYER & STEVENS, LLP
E-mail: jscura@scuramealey.com
In re Michael Paul Gibellina
Bankr. D. Nev. Case No. 18-12856
Chapter 11 Petition filed May 17, 2018
represented by: Seth D. Ballstaedt, Esq.
THE BALLSTAEDT LAW FIRM
E-mail: seth@ballstaedtlaw.com
In re Master Sheet Co. Inc.
Bankr. E.D.N.Y. Case No. 18-42851
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/nyeb18-12851.pdf
Filed Pro Se
In re Monroe Bedford Debt, LLC.
Bankr. E.D.N.Y. Case No. 18-42853
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/nyeb18-12853.pdf
represented by: Joshua Bronstein, Esq.
LAW OFFICE JOSHUA BRONSTEIN & ASSOCIATES
E-mail: Jbrons5@yahoo.com
In re Beach 23586 Corp.
Bankr. E.D.N.Y. Case No. 18-42857
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/nyeb18-12857.pdf
Filed Pro Se
In re Himanshu Sehgal
Bankr. E.D.N.Y. Case No. 18-42864
Chapter 11 Petition filed May 17, 2018
Filed Pro Se
In re NYS Energy Audits, Inc.
Bankr. E.D.N.Y. Case No. 18-42865
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/nyeb18-42865.pdf
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re Burl Keith Scroggs and Janet Marion Scroggs
Bankr. N.D. Tex. Case No. 18-20174
Chapter 11 Petition filed May 17, 2018
represented by: Bill Kinkead, Esq.
KINKEAD LAW OFFICES
E-mail: bkinkead713@hotmail.com
In re Druleysouth, Inc.
Bankr. S.D. Tex. Case No. 18-70182
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/txsb18-70182.pdf
represented by: Marcos Demetrio Oliva, Esq.
OLIVA LAW
E-mail: attorney@oliva.law
In re Lach Roum, LLC
Bankr. E.D. Pa. Case No. 18-13330
Chapter 11 Petition filed May 18, 2018
See http://bankrupt.com/misc/paeb18-13330.pdf
represented by: Jonathan H. Stanwood, Esq.
LAW OFFICE OF JONATHAN H. STANWOOD, LLC
E-mail: jhs@stanwoodlaw.com
In re Centro Cristiano Agape de Bakersfield Inc.
Bankr. E.D. Cal. Case No. 18-11990
Chapter 11 Petition filed May 18, 2018
See http://bankrupt.com/misc/caeb18-11990.pdf
represented by: D. Max Gardner, Esq.
In re Republic LLC,
Bankr. D. Conn. Case No. 18-50631
Chapter 11 Petition filed May 18, 2018
See http://bankrupt.com/misc/ctb18-50631.pdf
represented by: Luis Medina, Esq.
LAW OFFICES OF LUIS MEDINA
E-mail: htcdana@gmail.com
In re One Hit Wonder Holdings, LLC
Bankr. D. Nev. Case No. 18-12920
Chapter 11 Petition filed May 18, 2018
See http://bankrupt.com/misc/nvb18-12920.pdf
represented by: Dawn M. Cica, Esq.
MUSHKIN CICA COPPEDGE
E-mail: dcica@mccnvlaw.com
In re Blue Wave Accessories Inc.
Bankr. E.D.N.Y. Case No. 18-42874
Chapter 11 Petition filed May 18, 2018
See http://bankrupt.com/misc/nyeb18-42874.pdf
represented by: Mark E. Cohen, Esq.
E-mail: MECESQ2@aol.com
In re Stratospheric Incorporated
Bankr. E.D.N.Y. Case No. 18-42880
Chapter 11 Petition filed May 18, 2018
Filed Pro Se
In re Yuliya Polonsky
Bankr. E.D.N.Y. Case No. 18-42886
Chapter 11 Petition filed May 18, 2018
See http://bankrupt.com/misc/nyeb18-42880.pdf
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re Park North 1 LLC
Bankr. S.D.N.Y. Case No. 18-11503
Chapter 11 Petition filed May 18, 2018
See http://bankrupt.com/misc/nysb18-11503.pdf
represented by: Gabriel Del Virginia, Esq.
LAW OFFICES OF GABRIEL DEL VIRGINIA
E-mail: gabriel.delvirginia@verizon.net
In re Sanfred Realty LLC
Bankr. D.N.H. Case No. 18-10690
Chapter 11 Petition filed May 19, 2018
See http://bankrupt.com/misc/nhb18-10690.pdf
represented by: Robert L. O'Brien, Esq.
E-mail: roboecf@gmail.com
In re Luis D. Velazquez
Bankr. E.D. La. Case No. 18-11284
Chapter 11 Petition filed May 18, 2018
represented by: Romualdo Gonzalez, Esq.
BRADEN, GONZALEZ & ASSOCIATES
E-mail: bgabankruptcy@att.net
In re Robert Benjamin Wright and Lydia North Wright
Bankr. E.D.N.C. Case No. 18-02537
Chapter 11 Petition filed May 18, 2018
represented by: Richard Preston Cook, Esq.
RICHARD P. COOK, PLLC
E-mail: capefeardebtrelief@gmail.com
In re Carmen Gertrudis Aponte Berrios and Angel Emilio Roman
Santiago
Bankr. D.P.R. Case No. 18-02776
Chapter 11 Petition filed May 18, 2018
represented by: Mary Ann Gandia, Esq.
E-mail: gandialaw@gmail.com
In re Cynthia Diane Barba and Patrick Joeseph Barba, II
Bankr. E.D. Tex. Case No. 18-41027
Chapter 11 Petition filed May 18, 2018
represented by: Susan B. Hersh, Esq.
SUSAN B. HERSH, P.C.
E-mail: susan@susanbhershpc.com
In re Wayne Anthony Estes
Bankr. W.D. Tex. Case No. 18-10626
Chapter 11 Petition filed May 18, 2018
represented by: Stephen W. Sather, Esq.
BARRON & NEWBURGER, P.C.
E-mail: ssather@bn-lawyers.com
In re Ozz Investing, LLC
Bankr. D.N.J. Case No. 18-20201
Chapter 11 Petition filed May 20, 2018
See http://bankrupt.com/misc/njb18-20201.pdf
represented by: Milica A. Fatovich, Esq.
HOOK & FATOVICH, LLC
E-mail: mfatovich@hookandfatovich.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
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