/raid1/www/Hosts/bankrupt/TCR_Public/180920.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, September 20, 2018, Vol. 22, No. 262
Headlines
12 CUMPSTON: Case Summary & 6 Unsecured Creditors
AFFORDABLE CARE: S&P Affirms 'B-' ICR, Outlook Stable
ALABAMA STATE UNIVERSITY: Moody's Cuts Tuition Bonds Rating to Ba2
ALEXANDRIA INVESTMENT: Oct. 10 Disclosure Statement Hearing Set
AQUA LIFE: Unsecureds to Get 5% Distribution in Latest Plan
BEN & REEF: Case Summary & 14 Unsecured Creditors
BERTUCCI'S HOLDINGS: Gordon Buying Two Liquor Licenses for $725K
BIKRAM'S YOGA: Trustee's Sale of Hovnolulu Condo Unit #3306 Okayed
BRIGHT MOUNTAIN: Inks Strategic Agreement with Kubient
C & D FRUIT: $2.7M Sale of All Assets to Detwiler & CIA Approved
CAPITAL CITY: Disclosures Conditionally OK'd; Oct. 18 Plan Hearing
CAROUSEL OF LANGUAGES: Oct. 18 Plan Confirmation Hearing Set
CATHEDRAL LAKE V: S&P Assigns Prelim BB-(sf) Rating on Cl. E Notes
CHARLES FUQUA: Garzas Buying Humboldt Property for $29K
CHARLES FUQUA: Stowell Buying Charleston Property for $24K
CHESAPEAKE ENERGY: S&P Raises Unsecured Debt Rating to 'B-'
CHILTON COUNTY HEALTH: Fitch Cuts Rating on $37.4MM Tax Bonds to B
CONDO 64: Unsecureds to Recover 11% Under Latest Plan
DIAMONDBACK ENERGY: Moody's Rates New $500MM Unsec. Notes Ba3
DIRECTVIEW HOLDINGS: Names Chris Cutchens Chief Financial Officer
DR. SHABNAM QASIM: Greer Smith Appointed Patient Care Ombudsman
DREAM MOUNTAIN: Trustee's $2.1M Sale of Preston Property Partly OKd
FANNIE MAE: Brian Brooks Quits as Director
FIRESTAR DIAMOND: HK Buying Jenny Packham Inventory for $885K
FIRST RIVER: Ct. Awards Armory $260K in Fees for Services Rendered
GEOKINETICS INC: Plan Confirmation Hearing Scheduled for Oct. 17
GOLD STAR: Net Income from Rentals to Fund Proposed Plan
HARD ROCK: Trustee's Surrender of Life Insurance Policies Approved
HELIX GEN: S&P Puts 'BB' Project Finance Rating on Watch Negative
HERITAGE HOME: Sept. 20 Auction of Substantially All Assets Set
HERMAN TALMADGE: Trustee Proposes an AMC Personal Property Auction
HERMAN TALMADGE: Trustee Wants to Harvest and Sell Henry Timber
HOPEWELL PROMOTIONS: To Pay $2K Monthly into Unsecureds Claim Fund
INSTITUCION AMOR: Plan and Disclosures Hearing Set for Oct. 5
JANASTON MANAGEMENT: Monthly Payment to Unsecureds Raised to $811
JEFFREY BERGER: Rolis Buying Williston Property for $480K
JOHN FITZGIBBON HOSPITAL: Fitch Assigns BB+ IDR, On Watch Negative
JOHN HUDSON: Liable Under FCA for Treble Damages of $10MM
JONAH ENERGY: S&P Lowers Issuer Credit Rating to 'B', Outlook Neg.
KELLEY BROS: Proposed Private Sales of Excess Equipment Approved
LAND O' LAKES: Fitch Rates $200MM Perpetual Preferred Stock 'BB'
LAPORTE INVESTMENT: Oct. 18 Hearing on Plan Confirmation
LEEP OASIS: Scott Buying Equity Interest for $2K
LEGACY RESERVES: GP OKs Amendments to Grant of Phantom Units
MACK-CALI REALTY: Moody's Puts Ba1 Unsec. Debt Rating on Review
MADISON ASSET: Chapter 15 Case Summary
MANHATTAN JEEP: Sale of All Non-Vehicle Assets to Bibendum Approved
MAXAR TECHNOLOGIES: S&P Lowers ICR to 'BB-' and Outlook Stable
MELINTA THERAPEUTICS: Names Peter Milligan as CFO
MICHAEL GALMOR: Proposes Hollis Auction of Yearling Cattle
MICHELE GERALDINE AMENT: City Bank Bid for Relief from Stay Granted
MONSTER CONCRETE: Plan Proposes Consolidation with Sister Company
NEIGHBORS LEGACY: PCO Files 1st Interim Reports
NEOVASC INC: 100th Patient Received Reducer Therapy in Germany
NEOVASC INC: Share Consolidation Takes Effect
NINEQUARE HOLDINGS: Voluntary Chapter 11 Case Summary
NORTHERN OIL: Closes Pivotal Petroleum Partners Acquisition
NORTHERN OIL: Completes Consent Solicitation and Debt Exchanges
NORTHERN OIL: Inks 1st Supplemental Indenture Regarding 8.5% Notes
NORTHERN OIL: Moody's Hikes CFR to B3 & Sr. Unsec. Notes to Caa2
NORTHERN OIL: Proposes $350 Million Private Notes Offering
NORTHSTAR OFFSHORE: Peregrine Allowed to Late-File Proof of Claim
OFFSHORE SPECIALTY: Oct 18. Confirmation Hearing on Committee Plan
OXFORD FINANCE: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
PARADISE AMUSEMENTS: Court Confirms Amended Reorganization Plan
PERATON CORP: Moody's Affirms B3 CFR & Alters Outlook to Negative
PHILIPP THEUNE: Social as CRO/Broker to Market Denver Propty. Nixed
PIERSON LAKES: Creditors Rebut Objections to Their Proposed Plan
POPULAR INC: Fitch Assigns BB- Rating on $300MM Sr. Unsec. Notes
PPLUS TRUST LTD-1: S&P Cuts Class A and B Certs Ratings to 'B+'
PREFERRED CARE: Sale of Management Subsidiaries Approved
RAGGED MOUNTAIN: Oct. 3 Disclosure Statement Hearing Set
RENNOVA HEALTH: Hikes Authorized Shares of Common Stock to 10 Bil.
RENTPATH LLC: S&P Lowers Issuer Credit Rating to B-, Outlook Neg.
RITCHIE RISK-LINKED: DOJ Watchdog Objects to Plan, Seeks Trustee
RUBY RED: Selling Minneapolis Building to Common and 3121 for $625K
S CHASE LIMITED: $29M Sale of All Assets to Juniper Approved
SAMSON RESOURCES: S2DT, SFDT Released from Liability in Trust Suit
SEDGWICK INC: S&P Places 'B' ICR on CreditWatch Negative
SKEFCO PROPERTIES: $2.5M Sale of Memphis Properties to Kelley OK'd
SOCAL INVESTMENTS: $3.2M Sale of El Vago Property to Aframian OK'd
SPRINT CORP: Fitch Maintains 'B+' IDR on Rating Watch Positive
SS&C TECHNOLOGIES: S&P Affirms 'BB' ICR, Outlook Remains Negative
STG-FAIRWAY HOLDINGS: S&P Alters Outlook to Stable & Affirms B ICR
SURVEYMONKEY INC: S&P Places B- Issuer Credit Rating on Watch Pos.
TARA RETAIL: Court Affirms Approval of Settlement with Elkview, DTS
TEXDOM INVESTMENTS: Court Approves Disclosures, Confirms Plan
TOMMIE LINGENFELTER: Proposes $236K Sale of Warner Robins Property
TUNNEL HILL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
TWO BAR O COUNTRY: Plan Confirmation Hearing Set for Nov. 7
VERITY HEALTH: S&P Cuts 2005 Bonds Rating to CC on Chap. 11 Filing
VERITY HEALTH: U.S. Trustee Forms 9-Member Committee
VERNA B. NEILSON: Chapter 11 Case Dismissed for Bad Faith Filing
WESTERN REFRIGERATED: Oct. 24 Plan Confirmation Hearing Set
WILLIAM ABRAHAM: Trustee's $585K Sale of El Paso Property Withdrawn
WILLIAM ABRAHAM: Trustee's $663K Sale of El Paso Property Withdrawn
WILLIAM CLARKE: $2.85M Sale of San Francisco Properties Denied
XTRALIGHT MANUFACTURING: Amends Plan to Revise Several Provisions
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
12 CUMPSTON: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: 12 Cumpston Partnership
12610 Burbank Blvd, Unit 3
North Hollywood, CA 91607
Business Description: 12 Cumpston Partnership is a real estate
company based in North Hollywood,
California. The Company owns a 25%
fee ownership interest in a property
located at 12652 Cumpston St, Valley
Village, CA 91607.
Chapter 11 Petition Date: September 18, 2018
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Case No.: 18-12325
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: Mark E. Goodfriend, Esq.
LAW OFFICES OF MARK GOODFRIEND
16055 Ventrua Blvd #800
Encino, CA 91436
Tel: 818-783-8866
Fax: 818-783-5445
E-mail: markgoodfriend@yahoo.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zoltan Stulberger, general partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb18-12325.pdf
AFFORDABLE CARE: S&P Affirms 'B-' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Affordable Care Holding Corp. The rating outlook is stable. S&P
said, "At the same time, we affirmed the 'B-' rating on the
company's first-lien senior secured term loan and revolving credit
facility. The recovery rating on this debt is '3', indicating our
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery of principal in event of a default."
S&P said, "Our ratings affirmation reflects our view that the
recent underperformance is temporary and partially due to
investments in growth-related initiatives. A key factor in our 'B-'
rating is the company's ability to increase revenue in the
high–single-digit percents given the high level of growth
investment, and produce $5 million-$10 million in free operating
cash flow (FOCF), excluding growth-related capital expenditures
(capex).
"S&P Global Ratings' stable outlook reflects our expectation that
revenue will increase in the high-single-digit percents range
driven by new offices and modest organic growth from the aging
population. We project Affordable Care's EBITDA margins to increase
over the next year, but that the company will continue to generate
minimal free cash flow before de novo capex, and adjusted leverage
to sustain at 9x-10x over the next 12 months. We expect the company
to continue to produce the majority of its revenue and profit from
the highly specialized and niche denture and implant subsector."
ALABAMA STATE UNIVERSITY: Moody's Cuts Tuition Bonds Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings for Alabama
State University's (ASU) general tuition and fee revenue bonds to
Ba2 from Ba1, and the rating on the Series 2005 lease revenue bonds
to Ba3 from Ba2. The action affects $68 million of outstanding
rated debt. The outlook is negative.
RATINGS RATIONALE
The downgrade of ASU's rating to Ba2 reflects the increasing
pressure to sustain stable financial operations in the face of
enrollment declines, with fixed costs attributed to very high
leverage and an oversized pension liability consuming a significant
portion of operations. With narrowing operating surpluses, building
very thin reserves will be difficult to achieve in the near term.
The Ba2 rating incorporates ASU's role as a public historically
black college and university (HBCU), with stable and timely
operating support and oversight from the Aa1-rated State of
Alabama. Favorably, debt structure risks were reduced during fiscal
2018 as ASU refunded roughly 65% of its outstanding debt and
terminated a swap with fixed rate loans through the US Department
of Education. Persistent challenges include ASU's very high
financial leverage, with total debt to revenue of 1.7x and debt per
student exceeding $46,000 which limits management's flexibility.
Additional challenges include material pension exposure and high
reliance on an operating line of credit for monthly liquidity
needs.
The Ba3 rating on the Series 2005 lease revenue bonds, rated one
level below the university's highest rating, incorporates the
essentiality of the energy savings project and the risks associated
with the lease-backed security for the bonds issued by the Public
Educational Building Authority of Montgomery on behalf of Alabama
State University.
RATING OUTLOOK
The negative outlook reflects the possibility of additional credit
deterioration due to ongoing enrollment declines or operating
performance disruptions, particularly in light of limited financial
flexibility, low reserves and thin liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Multiple consecutive years of improved operating performance
and debt service coverage
- Substantial and sustained liquidity improvement with reduced
reliance on line of credit
- Stability in enrollment and improved growth of net tuition
revenue
- Demonstrated management and governance stability
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Inability to reduce annual operating deficits and cover debt
service from operations
- Loss of access to operating line of credit
- Deterioration of state financial support or delay in funding
- Material increase in debt without concurrent rise in financial
reserves
LEGAL SECURITY
The general tuition and fee revenue bonds are secured by the
university's tuition and housing revenue. Fiscal 2017 pledged
revenues of $63.6 million covered maximum annual debt service
(MADS) of $18.3 million by 3.5x.
ASU may issue additional bonds on a parity basis under this pledge
as long as the future issue is for facilities improvements and
passes the additional bonds test. For the ABT, pledged revenue to
MADS must be no less than 1.2 times and MADS may not exceed 12% of
Total Current Funds Revenues.
Repayment of the Series 2005 lease revenue bonds is a general
unsecured obligation of the university under a lease agreement with
The Public Educational Building Authority of the City of
Montgomery. ASU has prepaid a portion of principal, with the
current balance at $825,000.
PROFILE
Alabama State University is a four year public higher education
institution offering undergraduate, graduate and doctoral degrees.
ASU is one of 100 US historically black college and universities
(HBCU), which was established in 1867 and located in the state
capital of Montgomery. In fiscal 2017, the university recorded
operating revenues of $125 million, with 4,539 full-time equivalent
students.
ALEXANDRIA INVESTMENT: Oct. 10 Disclosure Statement Hearing Set
---------------------------------------------------------------
The hearing to consider approval of the adequacy of the disclosure
statement explaining Alexandria Investment Group, LLC's Chapter 11
plan of liquidation will be held on October 10, 2018, at 9:30 a.m.
The last day to oppose approval of the disclosure statement is
October 3.
Under the Plan's proposed treatment of Class 2, which contains
general unsecured claims against the Debtor, general unsecured
claims will be paid from net proceeds of the sales of the
Commercial Papers and Airbase Road Land, after payment of all
administrative and priority
claims. The general unsecured claims will be paid in pro rata
fashion, and without interest.
Class 3, which includes equity interests in the Debtor and the
claims of John Munsterman as Executor of the Succession of Dinesh
Shaw made in Civil Action No. 257,131, Ninth Judicial District
Court, Parish of Rapides, State of Louisiana, as well as any other
claims he may make that are in any way related to the Succession's
equity interest in the Debtor. Pursuant to 11 U.S.C. Section
510(b), these claims are mandatorily subordinated to the Class 2
general unsecured claims, and are therefore included in Class 3.
Following the performance of all other provisions of the Plan, the
Debtor will cease operations and will ultimately forfeit its
corporate existence due to inaction. The Class 3 equity interest
holder claims will be canceled and take nothing under the Plan.
Further, Class 3 claims will not be entitled to vote and are
conclusively deemed to reject the Plan.
Payments and distributions under the Plan will be funded primarily
by the organized liquidation of Debtor's assets, and, to a lesser
extent, by the ongoing operations of the business during Debtor's
liquidation of assets.
A copy of the Disclosure Statement is available at
https://tinyurl.com/ybkmv8tz from PacerMonitor.com at no charge.
About Alexandria Investment Group
Alexandria Investment Group, LLC, owns a hotel and convention
center located at 2225 and 2301 N. MacArthur Drive, Alexandria,
Louisiana, valued by the company at $2 million. It also owns 12
acres of land in Alexandria, having a valuation of $300,000.
Alexandria Investment Group sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 18-80416) on April
24, 2018. In the petition signed by Dr. Harry Hawthorne, member,
the Debtor disclosed $2.57 million in assets and $5.57 million in
liabilities. Judge John W. Kolwe presides over the case. The
Debtor hired Gold, Weems, Bruser, Sues & Rundell, APLC as its legal
counsel.
AQUA LIFE: Unsecureds to Get 5% Distribution in Latest Plan
-----------------------------------------------------------
Aqua Life Corp. submits its fourth amended disclosures statement in
support of its plan of reorganization dated Sept. 11, 2018.
As ordered by the Court, the latest disclosure statement provides
an accurate description of the lease between the company and Ralu
Corp., a revised description of the meaning of "fair and equitable"
under section 1129(b), and a revised liquidation analysis.
Class 6 under the latest plan consists of all Allowed General
Unsecured Claims. The Insiders holding Allowed General Unsecured
Claims in Class 6 have agreed to subordinate their Claims for
distribution purposes to the non-Insider Allowed General Unsecured
Claims in Class 6. On the Effective Date, the Reorganized Debtor
shall establish a separate bank account into which it will make 60
consecutive monthly deposits of $3,350, for an aggregate total of
$201,000, earmarked for Allowed non-Insider Class 6 Claimholders.
Starting on the first day of January following the Effective Date,
and every six months thereafter, the Debtor will make pro rata
distributions to non-Insider Holders of Allowed Class 6 General
Unsecured Claims until the GUC Fund has been disbursed in full. To
the extent that the Reorganized Debtor elects to prepay any
scheduled payments under the Plan, a discount will be applied as
follows: a 15% reduction for payments made in full in year one; a
10% reduction for payments in full made in year two; and a 5%
reduction for payments in full made in year three.
In this case the Debtor is proposing a total distribution equal to
100% of each Allowed Class 5 Claimholder's Claim and approximately
5% to Allowed non-Insider Class 6 Claims. Unsecured creditors are,
therefore, impaired under the Plan.
The Plan is fair and equitable as to General Unsecured Creditors in
Class 6 because holders of claims or interests that are junior to
the claims of that class will not receive or retain any property
under the Plan on account of such junior claim or interests.
A full-text copy of the Fourth Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb17-15918-294.pdf
A copy of the Second Amended Disclosure Statement from
PacerMonitor.com is available at https://tinyurl.com/ya59rdfs at no
charge.
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. The Debtor tapped
Agentis PLLC as its legal counsel.
No trustee, examiner or statutory committee has been appointed in
the Debtor's case.
BEN & REEF: Case Summary & 14 Unsecured Creditors
-------------------------------------------------
Debtor: Ben & Reef Gardens, Inc.
32222 Agua Dulce Road
Santa Clarita, CA 91390
Business Description: Ben & Reef Gardens, Inc. is a privately
held company in Santa Clarita, California.
Chapter 11 Petition Date: September 18, 2018
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 18-20901
Judge: Hon. Julia W. Brand
Debtor's Counsel: William H. Brownstein, Esq.
WILLIAM H. BROWNSTEIN & ASSOCIATES,
PROFESSIONAL CORPORATION
11755 Wilshire Boulevard, Suite 1250
Los Angeles, CA 90025-1540
Tel: 310-458-0048
Fax: 310-362-3212
E-mail: Brownsteinlaw.bill@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ronit Waizgan, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb18-20901.pdf
BERTUCCI'S HOLDINGS: Gordon Buying Two Liquor Licenses for $725K
----------------------------------------------------------------
Bertucci's Holdings, Inc. and affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a notice of their
proposed sale of two miscellaneous assets to Jason Gordon: (i) a
liquor license for the closed Warrington Township location for
$375,000; and (ii) a liquor license for the closed Bryn Mawr
location for $350,000.
Pursuant to the Sale Order, the Debtors provide notice of the
proposed sale of the two Miscellaneous Assets. CIT has asserted
liens on the Asset and has consented to the sale in exchange for a
corresponding security interest in the proceeds of such
Miscellaneous Asset Sale. The Debtors propose to sell the
Miscellaneous Assets free and clear of liens, claims and
encumbrances.
The sale objection deadline is Sept. 6, 2018 at 4:00 p.m. (EST).
If no objections are received prior to the Sale Objection Deadline,
the Debtors will file a certification so informing the Court and
asking the entry of an order approving the Proposed Sales without
further notice or a hearing in accordance with the terms of the
Sale Order.
About Bertucci's Holdings
Founded in 1981, Bertucci's Holdings, Inc. --
http://www.bertuccis.com/-- owns and operates 59 full-service
casual family restaurants offering traditional Italian and
contemporary food centered around its signature open kitchens and
brick ovens. As of the Petition Date, the company and its
affiliates had 969 full-time employees and 3,245 part-time
employees. Bertucci's is headquartered in Boston, Massachusetts
and operates in 11 east coast states from New Hampshire to
Virginia.
Bertucci's Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10894) on
April 15, 2018. In the petitions signed by Brian Connell, chief
financial officer and senior vice-president, the Debtors estimated
assets of less than $50,000 and liabilities of $50 million to $100
million.
Judge Mary F. Walrath presides over the cases.
The Debtors tapped Landis Rath & Cobb LLP as their bankruptcy
counsel; Schulte Roth & Zabel LLP as special corporate counsel;
Imperial Capital, LLC as investment banker; Hilco Real Estate, LLC,
as real estate advisor; and Prime Clerk LLC as claims and noticing
agent and administrative advisor.
On April 27, 2018, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee has
retained Bayard, P.A. and Kelley Drye & Warren LLP, as counsel.
Bertucci's Holding LLC, a unit of Earl Enterprises, which acquired
the Debtors' assets, is represented in the sale deal by:
Daniel Ganitsky, Esq.
Vincent Indelicato, Esq.
PROSKAUER ROSE LLP
11 Times Square
New York, NY 10036
E-mail: dganitsky@proskauer.com
vindelicato@proskauer.com
BIKRAM'S YOGA: Trustee's Sale of Hovnolulu Condo Unit #3306 Okayed
------------------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California authorized Robbin L. Itkin, Chapter
11 trustee for Bikram's Yoga College of India LP, to sell the
residential condominium unit located at 1330 Ala Moana Blvd. #3306,
Honolulu, Hawaii, TMK No. (1) 2-3-006-003-0232, being the premises
described in and covered by Transfer Certificate of Title No.
1,149,095, including the personal property, to Uchida Kensetsu
Kabushiki Kaisya.
A hearing on the Motion was held on Aug. 8, 2018 at 10:30 a.m.
The sale is free and clear of any and all liens, claims,
liabilities, encumbrances and interests. For the avoidance of
doubt, to the extent not satisfied by payment in full, the sale of
the Property is free and clear of any liens, claims, liabilities,
encumbrances and other interests asserted by (a) the Bank of
Hawaii; (b) Victor Sherman; (c) Minakshi Jafa-Bodden; (d) Petra
Starke Smeltzer; (e) any taxes of any governmental entity,
including, but not limited, the United States of America and the
State of Hawaii; and (f) maintenance fees, assessments or other
charges of the Association of Apartment Owners of Nauru Tower,
arising under or out of, in connection with, or in any way relating
to the Property prior to the Closing.
The Trustee is authorized to sell and/or dispose of any Personal
Property in the Trustee's business judgment, free and clear any and
all liens, claims, interests and encumbrances, with all such liens,
claims, liabilities, encumbrances and other interests to attach to
the proceeds of the sale with the same force, effect, and priority
as such liens, claims, liabilities, encumbrances and other
interests have on the Personal Property, as appropriate, without
further order of the Court.
The Trustee is authorized to disburse or reimburse, as appropriate,
from the sale proceeds received or through escrow, at closing or
thereafter, as applicable, in the following amounts in the
following order of priority: (i) any ordinary closing costs of sale
consistent with the Purchase Contract and the Motion including,
without limitation, payment of the Seller's liability policy, costs
of delivering the Property, real property taxes, conveyance tax,
and recording fees; (ii) a realtor's commission not to exceed 5% to
be treated in accordance with that certain Exclusive Right-to-Sell
Listing Contract dated as of May 17, 2018; (iii) payment on account
of valid, undisputed, secured liens against the Property in order
of their priority, and to the BYCOI estate of the Carve Out. Any
disputed amounts will not be disbursed from escrow absent a court
order or agreement between the Trustee and the party disputing such
amounts.
The Bank of Hawaii's loan secured by the first mortgage against the
property located at 1330 Ala Moana Boulevard, Unit 3306, Honolulu,
Hawaii 96814, Tax Map Key 2 Number 2-3-006-003, will be paid in
full through escrow, at closing, in accordance with the contractual
payoff statement submitted by Bank of Hawaii to escrow on Aug. 6,
2018, with revised attorneys' fees in the total amount of $40,000,
for a total payoff amount of $762,859.
Notwithstanding the possible applicability of Bankruptcy Rule
6004(h), the Order will be immediately effective and enforceable
upon its entry.
About Bikram's Yoga
Indian yoga guru Bikram Choudhury founded Bikram Choudhury Yoga,
the studio that popularized doing yoga in sauna heat. Choudhury
built a worldwide following with 26 yoga postures, known as Bikram
Yoga, in rooms heated to 105 degrees Fahrenheit.
Bikram's Yoga College of India, and related entities Bikram
Choudhury Yoga Inc., Bikram Inc., Yuz Inc., and Int'l Trading
Representative sought Chapter 11 protection (Bankr. C.D. Cal. Lead
Case No. 17-12045) on Nov. 9, 2017 after being dogged by $16.7
million in legal judgments.
Mr. Choudhury is facing allegations and lawsuits of sexual
misconduct by a number of his yoga practitioners, students,
instructors and teacher trainees. The yoga guru has denied
wrongdoing but has fled the U.S. after a warrant has been issued
for his arrest in May. A warrant for his arrest was issued for his
arrest after he failed to pay a judgment awarded to Minakshi
Jafa-Bodden, his former legal counsel.
Bikram's Yoga College of India estimated under $100,000 in assets.
Bikram Choudhury Yoga Inc. estimated under $50,000 in assets.
Bikram Inc. estimated under $1 million in assets. Yuz Inc.
estimated under $100,000 in assets. Int'l Trading Representative
listed under $500,000 in assets. The Debtors, other than Int'l
Trading, estimated under $50 million in estimated liabilities.
Int'l Trading said its liabilities are under $500,000.
The Chapter 11 petitions were signed by John A. Bryan, Jr., as CEO.
An Oct. 15, 2017 document attached to the petition showed that Mr.
Choudhury, general partner, appointed Mr. Bryan as CEO and Chief
Restructuring Officer. Mr. Bryan is the CEO of restructuring firm
The Watley Group, LLC.
The case judge is Hon. Deborah J. Saltzman.
Levene, Neale, Bender, Yoo & Brill LLP serves as counsel to the
Debtors. The Watley Group is the restructuring advisor.
Robbin Itkin was appointed Chapter 11 trustee for the Debtor on
April 4, 2018. The trustee hired DLA Piper LLP (US) as her legal
counsel.
BRIGHT MOUNTAIN: Inks Strategic Agreement with Kubient
------------------------------------------------------
Bright Mountain Media, Inc. and Kubient, Inc., have entered into a
Master Services Agreement that is expected to enhance Bright
Mountain Media's position in the digital advertising space, while
significantly expanding Kubient's reach on Bright Mountain Media's
high quality owned and operated websites. The new agreement is
expected to spark innovation and additional growth at both
companies while driving scale in their respective businesses.
Kip Speyer, Chairman and CEO of Bright Mountain Media, said, "The
relationship with Kubient represents a powerful opportunity for
Bright Mountain Media to offer our brand advertisers the ability to
actually prevent the purchase of fraudulent ad opportunities using
machine learning in that critical window of time called the
"bid-stream". We have looked at the currently available fraud
identification solutions on the market today and the fact that they
are all using machine learning after our advertisers buy an
impression. It is a real gamechanger for us to have the technology
to stop the fraud before it happens rather than learn about it
after the fact."
Kubient will provide its programmatic technology platform for
Bright Mountain Media to connect their growing network of websites
with their current roster of large brand advertisers that want to
buy video, display, and native advertising. Bright Mountain Media
will expose Kubient to their roster of direct brand advertisers as
well as exclusively use Kubient's technology to power their
programmatic media business. The agreement with Kubient will
permit Bright Mountain Media to migrate its advertising segment
from the platform it is currently using as well as the platform it
had under development to the Kubient platform which management of
Bright Mountain Media believes is a superior solution for the
company's near and long term needs.
"Today's announcement with Bright Mountain Media is very exciting
for us. Kip and his team have identified the huge potential in
digital advertising and our technology is purpose-built to help
them deliver the results his clients are demanding," said Paul
Roberts, founder, and CEO of Kubient. "This agreement will help us
further exhibit our industry-first technology that uses machine
learning within the programmatic bid-stream to prevent, rather than
identify ad fraud."
Under the terms of the two-year agreement, Bright Mountain Media
agreed to pay Kubient, Inc. a percentage of gross billable revenue
for all of the Company's RTB activity on the platform. The initial
term of the agreement automatically renewed for additional one year
terms, unless terminated by either party upon 90 days prior notice
of non-renewal. The agreement may be terminated by either party,
without cause, after the first 90 days of the term upon 30 day
notice to the other party. In addition, the agreement may be
terminated by either party for breach if not cured on 30 days
notice, or upon insolvency or bankruptcy proceedings against either
party, subject to cure periods. The agreement contains customary
confidentiality and intellectual property ownership provisions.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
http://www.brightmountainmedia.com/-- is a digital media holding
company whose primary focus is connecting brands with consumers as
a full advertising services platform. Bright Mountain Media's
assets include an ad network, an ad exchange platform and 25
websites (owned and/or managed) that provide content, services and
products. The websites are primarily geared for a young, male
audience with several that focus on active, reserve and retired
military audiences as well as law enforcement and first responders.
Bright Mountain reported a net loss attributable to common
shareholders of $3.01 million on $3.68 million of total revenue for
the year ended Dec. 31, 2017, compared to a net loss attributable
to common shareholders of $2.94 million on $1.93 million of total
revenue for the year ended Dec. 31, 2016. The Company's balance
sheet as at June 30, 2018, shows $3.38 million in total assets,
$2.95 million in total liabilities and
$432,617 in total shareholders' equity.
The report from the Company's independent accounting firm Liggett &
Webb, P.A., in Boynton Beach, Florida, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company sustained a net loss
of $2.99 million and used cash in operating activities of $1.73
million for the year ended Dec. 31, 2017. The Company had an
accumulated deficit of $11.82 million at Dec. 31, 2017. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
C & D FRUIT: $2.7M Sale of All Assets to Detwiler & CIA Approved
----------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized C & D Fruit and Vegetable Co., Inc.
and Trio Farms, L.L.C. to sell (i) (a) approximately 36 acres of
real property located on State Road 64 East in Bradenton, Florida
and owned by C&D, and (b) approximately 10 acres and a retail store
located on State Road 64 East in Bradenton, Florida and owned by
C&D, to Detwiler Farms, LLC for $2,225,000 cash; and (ii) the
personal property identified in the letter dated June 12, 2018 to
Cincinnati Industrial Auctioneers ("CIA") for $445,000.
A hearing on the Motion was held on June 12, 2018, at 2:00 p.m.
(ET). The first Auction was held on June 11, 2018.
After the entry of the Initial Sale Order, CIA agreed to purchase
additional Equipment from the Debtors and to pay them an additional
$20,000 in cash for such additional Equipment, increasing the total
purchase price for the Equipment to $445,000 in cash. The final
list of Equipment to be purchased by CIA is set forth on Exhibit A
attached to the Order.
At the Final Sale Hearing, the Court re-opened bidding and
conducted an auction of the Real Property in open court. TriEst Ag
Group, Inc. submitted the second highest bid for the Real Property
in the amount of $2.2 million in cash.
C&D and Detwiler may enter into any form of land sale contract or
purchase agreement for the sale and purchase of the Purchased Real
Property free and clear of all Encumbrances except as set forth in
the Order, and C&D is authorized to proceed to closing with
Detwiler without any further notice, hearing, or Court order.
The Detwiler Agreement will (a) include any and all structures,
improvements and fixtures on the Purchased Real Property, excluding
the Purchased Equipment, (b) not change the amount of the Detwiler
Bid or be contrary to the terms of this Order, and (c) contain an
additional provision for Detwiler and CIA to enter into a
short-term lease that (i) permits CIA to have reasonable entry to
and use of the Purchased Real Property and reasonable access to the
Purchased Equipment, during normal business hours and at no cost to
CIA, in order that CIA may conduct an auction sale of the Purchased
Equipment and load and ship the Purchased Equipment on the
Purchased Real Property following the auction sale for a period of
75 days following the entry of the Order; (ii) requires CIA and its
agent-auctioneer to indemnify and hold Detwiler harmless from any
damages and/orliabilities arising directly or indirectly from
and/or related to the Auction Sale; (iii) relieves Detwiler of any
responsibility and/or liability for the protection, preservation or
maintaining of the Purchased Equipment; (iv) requires CIA and is
agent-auctioneer to assume all responsibility and liability for the
preservation, protection and condition of the Purchased Equipment
at all times while on the Purchased Real Property and to further
waive any and all claims against Detwiler related to the
preservation, protection and condition of the Purchased Equipment
while on the Purchased Real Property; (v) permits CIA to use such
portions of the Purchased Real Property that are within the area
outlined in red on the map attached to this Order as Exhibit B for
the preparation of the Purchased Equipment pending the Auction
Sale, the conduct of the Auction Sale itself, and the loading and
shipment of the Purchased Equipment following the Auction Sale; and
(vi) requires CIA and its agent-auctioneer to be responsible for
all costs of the Auction Sale, including, but not limited to, the
cost and preparation of the Auction Sale, any advertising and
brochures for the Auction Sale, all services to be performed in
connection with the Auction Sale, acquiring and maintaining
liability and property insurance policies insuring the Purchased
Real Property and improvements thereon from any damages arising
directly or indirectly from and/or related to the Auction Sale and
naming Detwiler as an additional insured (such policies having
limits of not less than $1 million for individual claims and $2
million in the aggregate ($300,000 for property damage to leased
premises) together with a $10 million comprehensive umbrella
insurance policy), and security services during the entire Auction
Period to be obtained in connection with the Auction Sale.
The closing of the sale of the Purchased Real Property under the
Detwiler Agreement will occur by no later than 21 days following
the entry of the Order.
If the sale of the Purchased Real Property to Detwiler does not
occur for any reason, TriEst, as the back-up bidder, will become
the Purchaser of the Purchased Real Property in the amount of the
TriEst Bid, and C&D and TriEst may enter into any form of land sale
contract or purchase agreement for the sale and purchase of the
Purchased Real Property, free and clear of all Encumbrances except
as set forth in the Order, and C&D is authorized to proceed to
closing with TriEst without any further notice, hearing, or Court
order; provided that the provisions set forth in the Detwiler
Agreement will apply to the TriEst Agreement.
CIA will also be permitted to conduct an Auction Sale of certain
items of the Purchased Equipment located on the real estate
premises at 14745 US Highway 301 N., Parrish, Florida 34219, which
were previously leased by C&D from Hecht Manatee Property, Ltd.
(“Hecht”), subject to the execution by Hecht and CIA of a
mutually acceptable agreement for the conduct of such Auction Sale
on the Hecht Premises during the Auction Period.
Within seven days following the Auction Sale, CIA will provide the
Debtors and the Committee with a list of the sale price for each
item of the Purchased Equipment.
Subject to the terms and conditions of the definitive purchase
agreements, the Debtors are authorized and directed to sell,
transfer, assign and deliver the Purchased Real Property to
Detwiler (or, if applicable, TriEst) and the Purchased Equipment to
CIA free and clear of all Encumbrances, subject to the payment by
Detwiler of $2,225,000 in cash (or, if applicable, the payment by
TriEst of $2.2 million in cash and the payment by CIA of the CIA
Purchase Price.
At the closing for the Purchased Real Property, the Debtors will
remit 3% of the Detwiler Purchase Price (or the TriEst Purchase
Price if Detwiler fails to close) to Wilmington as a break-up fee.
At each closing, each of the Purchasers will pay or deliver the
applicable purchase price (less any deposit being held) into escrow
with Stichter, Riedel, Blain & Postler, P.A. With respect to the
closing on the sale of the Purchased Real Property, Stichter Riedel
is authorized to disburse to Farm Credit of Florida, ACA the net
Detwiler Purchase Price (or the net TriEst Purchase Price if
Detwiler fails to close) after reserving amounts for the payment of
the following: (a) secured tax claims (2017 and 2018 real estate
taxes pro-rated through closing) payable to the Manatee County Tax
Collector, and (b) fees payable to Equity Partners HG, LLC that are
awarded by the Court with respect to the sale of the Purchased Real
Property upon an application filed by Equity Partners and approval
by the Court in accordance with (i) the Court's Order Approving
Debtors' Application for Authority to Employ Equity Partners, HG
LLC as Exclusive Investment Banker, and (ii) the modifications to
the fees approved in the Equity Partners Order as announced on the
record at the Final Sale Hearing.
Each of the Purchasers will be responsible for all closing costs as
to their respective transactions.
The Debtors will not be liable for, and no portion of the Detwiler
Purchase Price (or, if applicable, the TriEst Purchase Price) or
the CIA Purchase Price will be disbursed for, any brokerage
commission or finder’s fees with respect to the sales of the
Purchased Assets except for the Allowed Equity Partners Fees.
Equity Partners will not be paid any such fees absent application
to and approval of the Court as described.
The Encumbrances securing the claims of any secured creditors
against the Purchased Assets will attach to the proceeds from the
sales of such Purchased Assets, to the same extent, validity and
priority as existed on such Purchased Assets as of the Petition
Date.
Any real estate, personal property or other taxes related to the
Purchased Assets accruing prior to the closing with the Purchasers
will be the responsibility of the Debtors.
The 14-day stay set forth in Bankruptcy Rule 6004(h) is waived, for
good cause shown, and the Order will be immediately enforceable and
the transfers of the Purchased Assets to the Purchasers can occur
immediately following the entry of the Order.
Conditioned upon confirmation of the plan proposed by the Debtors
and any amendments or modifications thereto, the sales of the
Purchased Assets by the Debtors are in contemplation of, a
necessary condition precedent, essential to, and necessary to
consummate and implement confirmation of the Plan in these cases
and, accordingly, constitute transfers to which Section 1146(a) of
the Bankruptcy Code applies.
A copy of the Exhibit A attached to the Order is available for free
at:
http://bankrupt.com/misc/C&D_Fruit_315_Order.pdf
About C & D Fruit and Vegetable
Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc.,
and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and
vegetables, including green beans, cucumbers, peppers, squash and
strawberries. The companies are family owned and ships under the
O'Brien Family Farm label. They ship throughout the United States
and Canada.
C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb,
9, 2018. In the petition signed by Thomas M. O'Brien, president, C
& D Fruit estimated assets and debt between $1 million and $10
million.
Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter,
Riedel, Blain & Postler, P.A., serve as the Debtors' counsel.
Equity Partners HG LLC, is the investment banker.
CAPITAL CITY: Disclosures Conditionally OK'd; Oct. 18 Plan Hearing
------------------------------------------------------------------
Bankruptcy Judge Karen K. Specie issued an order conditionally
approving Capital City Runners LLC's disclosure statement referring
to its chapter 11 plan.
Oct. 11, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement, and is fixed as the
last day for filing acceptances or rejections of the plan.
A confirmation hearing will be held at 110 E. Park Avenue, 2nd
Floor Courtroom, Tallahassee, FL 32301 on Oct. 18, 2018 at 11:00
AM, Eastern Time.
Objections to confirmation must be filed and served seven days
before the confirmation hearing.
About Capital City Runners
Capital City Runners, LLC, operated a shoe store that sold running
shoes and other merchandise to the Tallahassee community. The
location of the store is 1817 Thomasville Road Ste. 510,
Tallahassee, Florida 32303.
Capital City Runners sought Chapter 11 protection (Bankr. N.D. Fla.
Case No. 18-40156) on March 26, 2018. In the petition signed by
Brian Jonathan Manry, managing member, the Debtor estimated assets
in the range of $0 to $50,000 and $100,001 to $500,000 in debt.
The Debtor tapped Robert C. Bruner, Esq., at Bruner Wright, P.A.,
as counsel.
CAROUSEL OF LANGUAGES: Oct. 18 Plan Confirmation Hearing Set
------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York has approved the fourth amended disclosure
statement explaining Carousel of Languages LLC's third amended
Chapter 11 plan of reorganization and scheduled the hearing to
consider confirmation of the Plan for October 18, 2018 at 10:00
a.m.
Class 1 General Unsecured Claims are impaired and will be paid an
amount equal to 5% of its Allowed Claim, on the Effective Date in
full satisfaction of the Claim. General Unsecured Claims asserted
against the Debtor total $165,591.
Class 2 consists of the Interests of Patrizia Corman in the Debtor
which are not affected
by the terms of the Plan, i.e., following Confirmation of the Plan,
Ms. Corman will retain her 100% ownership interest in the Debtor
and the Post-Confirmation Debtor. Because she is an "insider" of
the Debtor whose Interests are not impaired under the Plan, Ms.
Corman is not entitled to vote on the Plan on account of her Class
2 Interests.
The DIP Lender has agreed to advance up to $120,000 in Exit
Financing to fund the distributions proposed to be made on the
Effective Date of the Plan is contingent upon Ms. Corman's
retention of her Interests in the Debtor and her continued
involvement in the management of the Debtor's ongoing operations
post-confirmation. Thus, unsecured creditors would lose the
benefits afforded by the Exit Financing if Ms. Corman's Interests
in the Debtor were impaired. Additionally, the Debtor believes
that permitting Ms. Corman to retain her Interests in the Debtor
will provide the Debtor with the best chance to comply with the
terms of the Plan while continuing to operate profitably
post-confirmation.
A copy of the Fourth Amended Disclosure Statement is available at
https://tinyurl.com/ybvryewn from PacerMonitor.com at no charge.
About Carousel of Languages
Carousel of Languages LLC operates an early childhood foreign
language school, offering lessons on Italian, French, Spanish,
Mandarin, Russian, Greek, Hindi, Turkish and Hebrew. Its school
also provides children with a connection to their heritage and new
languages through linguist and cultural exploration. Its additional
projects include the development of educational applications and
products by its affiliates Carousel Language Program LLC and
Carousel Language Product LLC.
Carousel of Languages filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 15-12851) on Oct. 22, 2015, estimating less than $500,000
in assets and debt. The petition was signed by its president,
Patrizia Saraceni Corman.
The Debtor hired Arlene Gordon-Oliver, Esq., at Arlene
Gordon-Oliver & Associates, PLLC as its bankruptcy counsel.
No trustee, examiner or creditors' committee has been appointed in
the Debtor's case.
CATHEDRAL LAKE V: S&P Assigns Prelim BB-(sf) Rating on Cl. E Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Cathedral
Lake V Ltd./Cathedral Lake V LLC's $368.00 million floating-rate
notes.
The note issuance is a collateralized loan obligation transaction
backed primarily by broadly syndicated speculative-grade senior
secured term loans that are governed by collateral quality tests.
The preliminary ratings are based on information as of Sept. 12,
2018. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect:
-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans that
are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
PRELIMINARY RATINGS ASSIGNED
Cathedral Lake V Ltd./Cathedral Lake V LLC
Class Rating Amount (mil. $)
A-1 AAA (sf) 181.00
A-S AAA (sf) 40.00
A-F AAA (sf) 25.00
B AA (sf) 58.00
C A (sf) 24.00
D BBB- (sf) 22.00
E BB- (sf) 18.00
Subordinated notes NR 39.65
NR--Not rated.
CHARLES FUQUA: Garzas Buying Humboldt Property for $29K
-------------------------------------------------------
Charles W. Fuqua, II and Ruth A. Fuqua ask the U.S. Bankruptcy
Court for the Central District of Illinois to authorize the private
sale of the commercial building located at 712 Commercial,
Humboldt, Illinois, to Jesus G. Garza and Jesus G. Garza, Jr. for
$29,000.
The objection deadline is Sept. 19, 2018.
The Debtors own the property. They originally valued the property
at $45,000. Since the filing of the case, they determined that
they overvalued the real estate.
The real estate is encumbered by a mortgage granted to First
Financial Bank, N.A. located at 1611 S. Prospect Street, Champaign,
Illinois 61820. The loan balance for the loan ending 7194 is
approximately $3,882. The loan balance for the loan ending 4520 is
approximately $31,159. The loan balance for the loan ending 4159
is approximately $20,201. The loan balance for the loan ending
5879 is approximately $22,267.
In addition, the Debtors pledged the following collateral to First
Financial for the mentioned loans: (1) a duplex located at 815
Monroe, Charleston, Coles Coimty, Illinois valued at $60,000; (2) a
2003 Lowe 23' pontoon boat valued at $10,000; and (3) a 2001 Jayco
34' 5" wheel valued at $5,000. The proposed sale will not
interfere or diminish the rights of First Financial with respect to
the collateral listed.
On Aug. 23, 2018, the Debtors and the Buyers, 702 S. Elm, Arcola,
Illinois 61910, entered into an agreement for the sale of the real
estate for $29,000. The parties are not related.
The Debtors ask the Court to allow the title company performing the
closing to disburse the normal and customary closing costs from
proceeds of the sale; and to pay the net proceeds after deducting
for closing costs to First Financial.
The liens of First Financial will attach to the proceeds of the
sale. The Debtors wish to sell the real estate by private sale
free and clear of all liens.
The Debtors are also asking that the Sale Order be effective
immediately by providing that the 14 day period under Bankruptcy
Rule 6004(h) is waived.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Charles_Fuqua_246_Sales.pdf
Charles W. Fuqua, II and Ruth A. Fuqua sought Chapter 11 protection
(Bankr. C.D. Ill. Case No. 17-91140) on Oct. 20, 2017. The Debtors
tapped Roy Jackson Dent, Esq., at Dent Law Office, Ltd., as
counsel.
CHARLES FUQUA: Stowell Buying Charleston Property for $24K
----------------------------------------------------------
Charles W. Fuqua, II and Ruth A. Fuqua ask the U.S. Bankruptcy
Court for the Central District of Illinois to authorize the private
sale of the single-family residence located at 1074 10th Street,
Charleston, Illinois, Property ID No. 02106324000, to Jeffrey
Stowell for $24,000.
The objection deadline is Sept. 19, 2018.
The Debtors own the property. They originally valued the property
at $48,000. After exposing the property to market forces, they now
believe the property is worth much less.
The real estate is encumbered by a mortgage granted to Prairie
State Bank & Trust. The Bank is located at 621 W. Lincoln Avenue,
Charleston, Illinois. The loan balance for the loan ending 2820 is
approximately $20,863.
The Debtors also have multiple other loans with the Bank that
contain cross-collateralization provisions. Accordingly, the Bank
is entitled to any proceeds after Loan 2820 is satisfied.
On Aug. 17, 2018, the Debtors and the Buyer, 502 N. 5th Street,
Charleston, Illinois, entered into an agreement for the sale of the
real estate for $24,000. The Debtors are not related or affiliated
with the Buyer. The Debtors wish to sell the real estate by
private sale free and clear of all liens.
The Bank consents to the purchase. The lien of the Bank will
attach to the net proceeds of the sale.
The Debtors ask the Court to allow the title company performing the
closing to (i) disburse the normal and customary closing costs from
proceeds of the sale; (ii) pay the net proceeds after deducting for
closing costs to the Bank to satisfy the loan ending 2820
memorialized in Proof of Claim 29 from the net proceeds of the
sale; and (iii) disburse any net proceeds after deduction of the
closing costs and loan ending 2820 to the Debtors to be placed in a
segregated DIP bank account for the benefit of the Bank.
The Debtors are also asking that the Sale Order be effective
immediately by providing that the 14 day period under Bankruptcy
Rule 6004(h) is waived.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Charles_Fuqua_248_Sales.pdf
Charles W. Fuqua, II and Ruth A. Fuqua sought Chapter 11 protection
(Bankr. C.D. Ill. Case No. 17-91140) on Oct. 20, 2017. The Debtors
tapped Roy Jackson Dent, Esq., at Dent Law Office, Ltd., as
counsel.
CHESAPEAKE ENERGY: S&P Raises Unsecured Debt Rating to 'B-'
-----------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Oklahoma
City-based Chesapeake Energy Corp.'s unsecured debt to 'B-' from
'CCC+' and revised its recovery rating on the debt to '5' from '6'.
S&P said, "The '5' recovery rating indicates our expectation for
modest (10%-30%; rounded estimate: 10%) recovery to creditors in
the event of a payment default. The improvement in our recovery
expectations primarily reflects the company's lower amount of
priority debt due to the reduced size of its credit facility. Our
issue-level rating on the debt remains on CreditWatch, where we
placed it with positive implications on July 27, 2018."
All of S&P's other ratings on the company remain unchanged.
The CreditWatch placement followed Chesapeake's announcement that
it was planning to sell its Utica Basin assets to Encino
Acquisition Partners for $2 billion and use the proceeds to repay
its debt. Depending on the amount and type of debt the company
repays, S&P could raise its issue-level rating on its senior
unsecured debt by one notch to 'B'.
The asset sale will provide Chesapeake with significant cash for
debt repayment, improve its profitability, and lower its interest
expense. S&P expects the company's financial measures to improve
following the close of the transaction but remain consistent with
our expectations for the current rating, including a funds from
operations (FFO)-to-debt ratio of between 12% and 20%.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
S&P Global Ratings' simulated default scenario for Chesapeake
assumes a sustained period of low commodity prices, which is
consistent with the conditions of past defaults in this sector.
S&P said, "Our valuation of Chesapeake's reserves assumes commodity
prices consistent with our recovery price deck assumptions of
$50/barrel for West Texas Intermediate (WTI) crude oil and
$3.00/million Btu for Henry Hub natural gas.
"Our analysis contemplates that the company's credit facility, with
a $3.0 billion borrowing base, is fully drawn at default."
Simulated default assumptions
-- Simulated year of default: 2021
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $5.4
billion
-- Secured first-lien debt claims: $3 billion
--Recovery expectations: Not applicable
-- Total value available to second-lien claims: $2.4 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $929 million
-- Senior unsecured debt claims: $8 billion
--Recovery expectations: 10%-30% (rounded estimate: 10%)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Chesapeake Energy Corp.
Issuer Credit Rating B/Stable/--
Rating Raised; Recovery Rating Revised
To From
Chesapeake Energy Corp.
Unsecured Debt B-/Watch Pos CCC+/Watch Pos
Recovery Rating 5(10%) 6(5%)
CHILTON COUNTY HEALTH: Fitch Cuts Rating on $37.4MM Tax Bonds to B
------------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following Chilton
County Health Care Authority, AL bonds to 'B' from 'AA-':
-- $37,420,000 limited obligation sales tax bonds, series 2015A
(Chilton County Hospital Project).
The rating remains on Rating Watch Negative.
SECURITY
The bonds are a limited obligation of the authority payable from a
first lien on the proceeds of a 1% general sale and use tax levied
and imposed within the county. The bonds are also backed by a debt
service reserve fund (DSRF) equal to maximum annual debt service
(MADS).
ANALYTICAL CONCLUSION
DOWNGRADE FOLLOWS SUPREME COURT RULING: The downgrade to
non-investment grade reflects a heightened uncertainty with respect
to the validity of the pledged sales tax revenue following a recent
ruling by the Alabama Supreme Court against the authority and
Chilton County. The Supreme Court ruling reversed an earlier trial
court decision against the plaintiff, who is seeking to repeal the
sales tax on procedural grounds. While the authority and the county
will likely file a motion for a rehearing, Fitch believes that the
Supreme Court ruling materially increases the risk of repeal of the
sales tax that is the source of bond repayment.
NEGATIVE WATCH PENDING RESOLUTION OF LITIGATION: The Negative Watch
reflects the expectation of a downgrade to 'C' if the collection of
the sales tax is enjoined or repealed, as in that event bondholders
would effectively be left in an unsecured position. No payment
default currently exists with respect to the bonds, and the sales
tax continues to be collected. The authority has indicated that
funds from a combination of cash on hand in the debt service fund
(DSF) and the DSRF would be sufficient to make the debt service
payments due on Nov. 1, 2018 and May 1, 2019.
Economic Resource Base
The Chilton County Health Care Authority is a public hospital
corporation authorized by the Alabama Legislature to acquire,
construct, install and equip and operate health care facilities
within Chilton County (population of about 44,000). The authority
is governed by a nine-member board of directors appointed by the
Chilton County Commissioners. The bonds were issued to fund a new
30-bed general hospital to meet the healthcare needs of the county,
which had not been served by a hospital since 2013. The authority
completed the construction of the new hospital in 2016. The
authority entered into a long-term lease with St. Vincent's Health
System (STVH), a subsidiary of Ascension Health, and St. Vincent's
Chilton, LLC (STVC) to operate the hospital.
RATING SENSITIVITIES
RESOLUTION OF LITIGATION: A legal resolution that eliminates the
sales tax without compensating action would result in a rating
downgrade to 'C'. Conversely, in the event of action of the courts
and/or the state legislature that provides satisfactory assurance
of the validity and continued levy and collection of the sales tax
pledged to bondholders, the rating would be considered in the
context of Fitch's dedicated tax analysis, and would likely be
upgraded.
CREDIT PROFILE
The pledged revenue consists of a 1% general sales and use tax
authorized by the Alabama Legislature in 2014 for the explicit and
sole purpose of providing funds to pay the costs of construction,
maintenance and operation of hospital facilities in the county.
Imposition of the sales tax received overwhelming support from
county voters at an advisory referendum in June 2014 (80% pass
rate).
Fitch placed the bonds on Rating Watch Negative in November 2016 in
response to filing of the litigation challenging the tax on
procedural grounds. At that time, Fitch believed it was unlikely
that the court would rule the tax invalid; however, the assignment
of the Negative Watch reflected the severity of the potential
outcome of the case, which was inherently unknowable. Fitch noted
that a ruling in favor of the plaintiff would effectively leave
bondholders in an unsecured position, at which point an event of
default would be considered imminent or inevitable absent other
action and the rating lowered to 'C'.
The Chilton County Circuit Court ruled on June 19, 2017 in favor of
the county and authority. The plaintiff appealed the circuit
court's ruling to the Alabama Supreme Court. On Aug. 31, the state
supreme court announced a decision that the sales tax authorizing
act is unconstitutional because of a failure to provide notice of a
provision of the act repealing a prior local act for the county
that had authorized a similar sales tax. The decision remanded the
case to the trial court for further proceedings. Resolution could
include a decision on the ability of the authority to levy the
sales tax under other legislative authority referenced in the
supreme court decision or a request that the state legislature
adopt a new act authorizing the tax.
It is not possible at this point to predict with any precision when
the litigation will be concluded and there can be no certainty as
to the ultimate outcome of the challenge at this time.
REVENUE TRENDS REMAIN SOUND
Revenue collections reported by the authority remain solid. Sales
tax revenues in fiscal 2017 (year-end Sept. 30) were reported at
$3.91 million or 1.65x MADS. Collections through Aug. 31, 2018
totaled $3.8 million, or an increase of 5% year-over-year.
The authority reported balances of approximately $1.2 million in
the DSF and $2.4 million in the DSRF (which is slightly in excess
of MADS) as of Aug. 31. If the sales tax were to be repealed or
enjoined, the reported amounts currently held in the DSF and DSRF
should be sufficient to cover the Nov. 1, 2018 principal and
interest payment of $1.55 million and the interest only payment of
$807,775 due on May 1, 2019.
SEPARATION OF OPERATING RISK
A third party operator has a long-term lease on the hospital,
limiting operating risk. Furthermore, based on the legal opinion of
external counsel, Fitch believes there is a reasonable basis to
conclude that the revenues pledged to repay the bonds are 'special
revenues' under the provisions of Chapter 9 and would not be
subordinated to the necessary operating expenses of the county, the
authority, or the hospital facility financed from bond proceeds
following commencement of a bankruptcy proceeding. The rating
therefore does not consider the hospital's operating risk.
CONDO 64: Unsecureds to Recover 11% Under Latest Plan
-----------------------------------------------------
Condo 64, LLC, filed an amended disclosure statement relating to
its proposed plan of reorganization dated Sept. 11, 2018.
Under the latest plan, holders of Allowed General Unsecured Claims
in Class 4 will receive their pro rata share of the sum of $2,000
but will have the right to distributions from any future Chapter 5
recoveries, even though the Debtor does not anticipate commencing
such actions at this time. Approximate recovery for this class is
11% instead of the 16% proposed in the previous plan.
On the Effective Date and subject to consummation of the Exit
Financing, title to all property of the Debtor's bankruptcy estate
will vest in the Debtor, with such property only subject to the
liens of the Exit Finance Lender.
A copy of the Amended Disclosure Statement is available for free
at:
http://bankrupt.com/misc/ctb15-21797-380.pdf
About Condo 64 LLC
Condo 64, LLC, a single asset real estate under 11 U.S.C. Sec.
101(51B), is the owner of 67 of the 112 condominium units and the
leases and rents in connection therewith at the location known as
505-509 Burnside Avenue, East Hartford, Connecticut.
Condo 64 filed a Chapter 11 petition (Bankr. D. Conn. Case No.
15-21797) on Oct. 16, 2015. In the petition signed by Managing
Member Oliver C. Pinkard, the Debtor disclosed total assets at $4.6
million and total liabilities at $3.1 million at the time of the
filing.
The case is assigned to Judge Ann M. Nevins.
The Debtor hired Kaitlin M. Humble, Esq., and Craig I. Lifland,
Esq., at Halloran & Sage LLP, as bankruptcy counsel; and MAC
Commercial Financing Inc. as mortgage broker.
No trustee, examiner or creditors' committee has been appointed in
the case.
DIAMONDBACK ENERGY: Moody's Rates New $500MM Unsec. Notes Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Diamondback
Energy, Inc.'s proposed $500 million tack-on offering of 4.75%
senior unsecured notes due 2024, with the rating under review for
upgrade. Diamondback's other ratings and outlook are unaffected by
this action and remain under review for upgrade.
Net proceeds from the proposed offering will be primarily used to
fund a portion of the $1.25 billion purchase price for the Ajax
Resources, LLC acquisition that was announced in August 2018.
Diamondback is also in the midst of acquiring Energen Corporation
(Ba2 RUR UP) in an all-stock transaction announced on August 15,
2018. Diamondback's ratings were placed under review for upgrade
following the announced acquisition of Energen.
"While financial leverage will increase slightly following this
debt offering, Diamondback's balance sheet remains strong, and the
company's overall credit profile will keep strengthening from the
rapid expansion of production and reserves as well free cash flow
though 2020," said Sajjad Alam, Moody's Senior Analyst.
Assignments:
Issuer: Diamondback Energy, Inc.
Senior Unsecured Notes due 2024, Assigned Ba3 (LGD4) Placed on
Review for Upgrade
RATINGS RATIONALE
Diamondback's acquisition of Energen is a transformative and
positive transaction that will create a large, better diversified
and high-growth Permian Basin focused E&P company. The combined
entity will have a much larger production and cash flow base to
endure commodity price volatility, a deeper drilling inventory of
high quality acreage that will extend portfolio durability, and
greater opportunity to reduce costs, enhance capital efficiency and
boost operational flexibility. This transaction will also be
deleveraging from Diamondback's perspective given Energen has less
debt leverage on production, reserves and cash flow relative to
Diamondback on Sep 18.
The rating review will focus on the pro forma capital structure of
the combined company, including the size of the revolving credit
facility, and whether the debt of Energen is retired or remains
outstanding. It will also consider Diamondback's strategic
direction, the plans for developing Energen's properties including
its Central Basin Platform assets, and potential midstream
opportunities. Upon closing of the acquisition and conclusion of
the ratings review, Moody's expects Diamondback's Ba2 Corporate
Family Rating will most likely be upgraded by one notch to Ba1.
That outcome would also likely result in its senior notes,
including this new issuance, being upgraded by one notch to Ba2.
The proposed notes will be issued under the same indenture as the
company's 4.75% notes that were issued in October 2016. These notes
will rank equally in right of payment with Diamondback's 5.375%
notes due 2025. Diamondback's senior unsecured notes are presently
rated Ba3, one notch below the Ba2 Corporate Family Rating (CFR)
under Moody's Loss Given Default Methodology given the significant
size of its secured revolving credit facility. The $1 billion
committed revolver has a first-lien claim to substantially all of
Diamondback's assets.
The closing of the Energen acquisition is subject to the approval
of both Diamondback and Energen's shareholders as well as certain
regulatory approvals and other customary closing conditions, and
the transaction is expected to close in the fourth quarter of 2018.
Moody's will conclude its review once the acquisition closes.
Diamondback Energy, Inc. is an independent exploration and
production company with assets in the Midland and Delaware Basins
in West Texas.
DIRECTVIEW HOLDINGS: Names Chris Cutchens Chief Financial Officer
-----------------------------------------------------------------
Chris Cutchens has been named as chief operating and financial
officer of DirectView Holdings, Inc., effective Sept. 13, 2018.
Chris brings 20+ years of financial management, accounting
information, and administration experience to DirectView. Chris's
experience spans from private equity owned and backed companies to
multi-billion-dollar publicly traded companies.
As chief operating and financial officer, Chris led the
operational, accounting, finance, and treasury functions of
MidAmerica Administrative & Retirement Solutions, a leading private
equity owned, national provider and administrator of employee
benefit programs.
Prior to MidAmerica, Chris held various leadership positions: One
with Aspire Financial Services, a private equity backed national
service provider of technology-enabled business process outsourcing
retirement solutions for all tax codes; one with a publicly-traded
distributor of air conditioning, heating, and refrigeration
equipment in the United States; Watsco, Inc., (NYSE: WSO); and one
with MarineMax, Inc., (NYSE: HZO), a publicly-traded recreational
boat retailer in the United States. In addition to this, Chris has
held a leadership position at KPMG, a global service provider to
multi-billion-dollar companies. While with KPMG, Chris serviced
many prestigious clients, including Citigroup (NYSE: C), Jabil
Circuit (NYSE: JBL), and Publix Supermarkets.
Chris was named Tampa Bay Business Journal's 2015 CFO of the Year
of privately held, medium-sized companies in Tampa, Florida. He is
a Certified Public Accountant in the state of Florida and holds a
BS in Accounting and a MA in Accounting Information Systems from
the University of South Florida.
Roger Ralston, DirectView's CEO stated: "We are very excited to
have Chris join the DirectView family. With deep experience in
operations and finance across companies of all sizes, both public
and private, Chris is the powerhouse we need to partner with and
lead the DirectView team. We look forward to working with Chris to
execute the overall strategy and direction of the Company's
operational, accounting, finance, and treasury functions. Chris's
extensive public company experience will prove to be valuable as we
work towards the goal of up-listing from the OTC to NASDAQ."
Effective Sept. 13, 2018, Ms. Michele Ralston informed the Board of
Directors of DirectView Holdings that she was resigning as the
Company's chief financial officer, but will remain as a member of
the Board. The Company said Ms. Ralston's resignation chief
financial officer was not the result of any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.
About Directview Holdings
DirectView Holdings, Inc., (DIRV) together with its subsidiaries,
provides video surveillance solutions and teleconferencing products
and services to businesses and organizations. Based in Boca Raton,
Florida, the company operates in two divisions, Security (Video
Surveillance) and Video Conferencing. The Security division offers
technologies in surveillance systems providing onsite and remote
video and audio surveillance, digital video recording, and
services. It also sells and installs surveillance systems; and
sells maintenance agreements. The company sells its products and
services in the United States and internationally through direct
sales force, referrals, and its websites. The Video Conferencing
division offers teleconferencing products and services that enable
clients to conduct remote meetings by linking participants in
geographically dispersed locations. It is involved in the sale of
conferencing services based upon usage, the sale and installation
of video equipment, and the sale of maintenance agreements. This
division primarily provides conferencing products and services to
numerous organizations ranging from law firms, banks, high tech
companies and government organizations. DirectView Holdings
maintains two websites at http://www.directview.com/and
http://www.directviewsecurity.com/
DirectView incurred a net loss of $1.55 million in 2017 compared to
a net loss of $4.79 million in 2016. As of June 30, 2018, the
Company had $2.69 million in total assets, $14.58 million in total
liabilities and a total stockholders' deficit of $11.88 million.
The report from the Company's independent accounting firm Assurance
Dimensions on the consolidated financial statements for the year
ended Dec. 31, 2017, includes an explanatory paragraph stating that
the Company had a net loss and cash used from operations of
approximately $1.5 million and $420,000, respectively for the year
ended of Dec. 31, 2017 and a working capital deficit of
approximately $13 million. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
DR. SHABNAM QASIM: Greer Smith Appointed Patient Care Ombudsman
---------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, in
accordance with Fed. R. Bankr. P. 2007.2(c), and the Order
Directing the Appointment of a Patient Care Ombudsman Under 11
U.S.C. Section 333, has appointed:
Greer A. Smith MSN, RN, CMSRN, CCM,
8181 Midtown Blvd., #7109
Dallas, TX 75231
as Patient Care Ombudsman in Dr. Shabnam Qasim MD PA's Chapter 11
case.
The Debtor, the U.S. Trustee and the Texas Medical Board agree that
the appointment of a PCO is warranted. If a sale of the Debtor's
facility closes after entry of a sale approval order, the ombudsman
appointment is terminated. At that time, the U.S. Trustee will
provide an order reflecting that the ombudsman is excused and
discharged from his/her duties.
About Dr. Shabnam Qasim MD PA
Dr. Shabnam Qasim MD PA sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-43088) on Aug. 7, 2018, estimating less than $1
million in assets and liabilities. Craig Douglas Davis, Esq., at
Davis, Ermis & Roberts, P.C., serves as counsel to the Debtor.
DREAM MOUNTAIN: Trustee's $2.1M Sale of Preston Property Partly OKd
-------------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized in part Aaron C.
Amore, the Chapter 11 trustee of Dream Mountain Ranch, LLC, to sell
interest in property known as Dream Mountain Ranch, 8150 North
Preston Highway, Preston County, West Virginia to Andrew L. Tepper
for $2.1 million, subject to overbid.
The Trustee will be permitted to sell the Property free and clear
of all liens for an amount in excess of $2.1 million, by means of
the upset bid procedures set forth in his motion to sell. The
upset bid was for $2.2 million with no other contingencies. The
auction will occur at a time and place to be designated by the
Trustee upon timely and adequate notice to interested parties. The
filing fee for the sale motion is deferred until funds are
available to pay said fee.
If no bids under protest are filed, then following the auction and
the passage of time for filing of such protests, the Trustee will
then file with the Court his report of the sale to the winning
bidder after which the sale may be approved.
If a bid under protest is timely filed with the Court, then further
proceedings upon the sale motion will be scheduled.
About Dream Mountain Ranch
Dream Mountain Ranch, LLC, is a privately-held company that owns a
deer and elk hunting game area in North Central West Virginia. It
offers 15 hunting stands and still hunts scattered across a
1,000-plus acres property. It offers lodge featuring four
bedrooms, three baths, a full-sized kitchen, wrap around porch, and
a hot tub. The area also features several activities guest can
enjoy including the Ohiopyle State Park, Falling Water, Blackwater
Falls, and Coopers Rock.
Dream Mountain Ranch sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 17-01051) on Oct. 27,
2017. In the petition signed by managing member Dietrich Steve
Fansler, the Debtor disclosed $5.02 million in assets and $2.53
million in liabilities.
Judge Patrick M. Flatley presides over the case.
The Debtor hired Gianola, Barnum, Bechtel & Jecklin, L.C. as its
legal counsel; Dietrich Fansler as its managing agent; and Tetrick
& Bartlett, PLLC as its accountant.
On Jan. 18, 2018, Aaron C. Amore was appointed as the Chapter 11
Trustee of Dream Mountain Ranch. The Trustee retained his own
firm, Amore Law, PLLC, as counsel.
FANNIE MAE: Brian Brooks Quits as Director
------------------------------------------
Brian P. Brooks, executive vice president, general counsel and
corporate secretary of Fannie Mae (formally the Federal National
Mortgage Association), informed Fannie Mae that he will resign from
his position effective Sept. 21, 2018, as disclosed in a Form 8-K
filed with the Securities and Exchange Commission.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold. Through its single-family and
multifamily business segments, the Company provided approximately
$570 billion in liquidity to the mortgage market in 2017, which
enabled the financing of approximately 3 million home purchases,
refinancings or rental units.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets. Freddie
Mac supports communities across the nation by providing mortgage
capital to lenders.
About Fannie Mae's Conservatorship
and Agreements with Treasury
Fannie Mae has operated under the conservatorship of FHFA since
Sept. 6, 2008. Treasury has made a commitment under a senior
preferred stock purchase agreement to provide funding to Fannie Mae
under certain circumstances if the company has a net worth deficit.
Pursuant to this agreement and the senior preferred stock the
company issued to Treasury in 2008, the conservator has declared
and directed Fannie Mae to pay dividends to Treasury on a quarterly
basis for every dividend period for which dividends were payable
since the company entered into conservatorship in 2008.
FIRESTAR DIAMOND: HK Buying Jenny Packham Inventory for $885K
-------------------------------------------------------------
Richard Levin, Firestar Diamond and affiliates's Chapter 11
Trustee, asks the U.S. Bankruptcy Court for the Southern District
of New York to authorize the sale of Firestar's interests in Jenny
Packham inventory to H.K. Designs, Inc. for $885,841, subject to
adjustments .
Before the Petition Date, each of the Debtors conducted business as
wholesalers of fine jewelry. One of Firestar's product lines is
the Jenny Packham collection, which consists of various jewelries
incorporating intellectual property licensed from VerityJade Ltd.
under a Trademark License Agreement dated as of March 10, 2016 ("JP
License"). One of Firestar's distribution partners for the Jenny
Packham collection was Aurum Group Ltd., which currently holds
Jenny Packham inventory for sale that it received from Firestar on
consignment ("Aurum Memo Inventory").
The Aurum Memo Inventory is currently located at Aurum's Goldsmith
retail stores in the United Kingdom. In addition to the Aurum Memo
Inventory, additional Jenny Packham inventory is located in a vault
at Firestar's headquarters in New York ("On-Hand Inventory"). The
Trustee proposes to sell the Aurum Memo Inventory and the On-Hand
Inventory together. Under this arrangement, the On-Hand Inventory
will be delivered to the Purchaser, who will also purchase
Firestar's interest in the Aurum Memo Inventory.
The Trustee and HK began negotiations on such a sale and, on Aug.
27, 2018, the Trustee agreed, subject to the Court's approval, to
the terms for the sale of Firestar's interest in the Transferred
Assets, free and clear of all liens and other interests, "as is,
where is," and "with all faults," to HK for a purchase price of
$885,841, subject to certain adjustments as set forth in the
proposed Bill of Sale.
A copy of the proposed Bill of Sale with all exhibits attached to
the Motion is available for free at:
http://bankrupt.com/misc/Firestar_Diamond_400_Sales.pdf
HSBC Bank USA and Israel Discount Bank of New York each assert a
security interest in substantially all of the Debtor's assets,
including the Transferred Assets. The Trustee is not aware of any
other liens, claims, interests, or encumbrances asserted against
the Transferred Assets. He has advised the Lenders of the proposed
sale of the Transferred Assets and has requested their consent,
subject to their claimed security interests attaching to the sale
proceeds, consistent with the Seventh Interim Order. Aurum has
consented to the Trustee's proposed sale of Firestar's rights in
the Aurum Memo Inventory. Similarly, VerityJade has consented to
the Trustee's proposed sale of the Transferred Assets and the
assumption and assignment of the JP License to HK.
As required by the Bill of Sale, the Trustee asks approval of the
assumption and assignment of the JP License to HK. The assumption
and assignment of the JP License is a necessary part of the deal
that the Trustee has struck with HK.
The Trustee asks that the Order granting the relief sought will not
be stayed for 14- days after entry under Bankruptcy Rule 6004(h),
but will be effective and enforceable immediately.
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures, and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50
million to $100 million.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
Richard Levin, Esq., has been appointed as Chapter 11 Trustee of
Firestar Diamond, Inc. He has tapped Jenner & Block, LLP, as his
attorneys; Alvarez & Marsal Disputes and Investigations, LLC, as
financial advisors; and Gem Certification & Assurance Lab, Inc., as
appraisers.
John J. Carney, Esq., has been appointed as examiner in the
Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC,
has been tapped as his financial advisor.
FIRST RIVER: Ct. Awards Armory $260K in Fees for Services Rendered
------------------------------------------------------------------
Bankruptcy Judge Craig A. Gargotta issued a corrected memorandum
opinion and order granting in part and denying in part the First
and Final Application of Armory Strategic Partners, LLC for
Allowance of Compensation for Services Rendered and Reimbursement
of Expenses Incurred from Jan. 13, 2018 through April 7, 2018.
Armory Strategic Partners, LLC and Scott Avila as Chief
Restructuring Officer seeks from the bankruptcy estate allowance of
compensation in the amount of $288,932.50 for professional services
and reimbursement of expenses of $23,380.67 for a total award of
$312,313.17 for the time period Jan. 13, 2018 through April 7,
2018. Applicant also seeks authorization to apply on a final basis
the pre-petition retainer of $60,000 to the unpaid balance and
authorization for Debtor First River Energy, LLC to pay Applicant
the remaining balance of $252,313.17.
In reaching its decision, the Court notes that it has carefully
reviewed the admitted evidence and weighed the credibility of each
witness. The Court has also examined its docket in these cases and
all relevant pleadings in connection with its consideration of the
Armory Application. Notwithstanding the objecting Parties'
complaints about the amount of Armory's fees, no Party complained
about the experience and competency of Armory. As such, the Court
will not reduce Armory's fees on the basis of those factors.
In their objection, various Producers contend that fees related to
Case Administration, Claims, Creditor Interaction, Disclosure
Statement/Plan, First Day Motions, Litigation, Schedules/SOFA, and
U.S. Trustee Reporting "should have been performed by the Debtor's
bankruptcy counsel and are outside of [Applicant's] authorized
capacity pursuant to the Retention Order." Moreover, Producers
allege that these services may be duplicative of the services
rendered by Debtor's bankruptcy counsel, but because Counsel to
Debtor's application for fees was filed one day prior to the
deadline to respond to the Armory Application, Producers did not
have sufficient time to determine whether such services were
duplicative.
The Court has independently reviewed the related time records and
finds that the tasks performed under these categories are
consistent with the scope of work authorized under the Retention
Order. The Court notes that Applicant's approved scope of work is
broad. For example, the Retention Application states that Armory's
functions will include "[a]ssisting the Debtor and its counsel with
general matters related to the filing of the Chapter 11 Case[.]"
The essence of Producers' objection is that the work performed by
Applicant should have been performed by bankruptcy counsel. This
type of objection is not appropriate at the fee application stage.
Applicant's scope of work was expressly stated in the Retention
Application. If Producers felt that this scope of work was not
appropriate for a CRO, Producers should have objected on this basis
at the retention stage, not at the fee application stage. As such,
the Court finds that Producer's Objection on this basis is without
merit.
The Producers also object to the payment of all fees related to
Monthly Operating Reports. Producers contend that the Application
does not explain why Avila and others at Armory spent 14.4 hours to
perform these tasks which produced only two Monthly Operating
Reports. The Court has independently reviewed the related time
records and the Monthly Operating Reports that were filed as a
result. The Court does not find that fees related to Monthly
Operating Reports are unnecessary or unreasonable.
No Party objected to Applicant's fees and expenses as it relates to
the Delaware filing and the Receivership. The Court, however, takes
objection to such fees and expenses. Based on the testimony
elicited at the hearing on the Application and Akerman's fee
application, it was abundantly clear to the Court that filing the
case in Delaware was done to preserve Debtor's board control of the
case and to have a forum where the issue of the SemCrude decision
could be litigated. The facts of the case are the same whether
filed in Delaware or Texas: Debtor does not have enough monies to
pay all creditors, and, had the case remained in Delaware the
Lender's lien would have been found (most likely) to have primed
the Producers' liens. The case being in Texas now provides a new
forum for whether the SemCrude decision is correct. Second, with
the case remaining in Texas, Debtor's board still retains control
of the case, including the right to have the case remain in chapter
11. While the Court appreciates any debtor's desire to retain
control of a corporate chapter 11, the Court cannot discern how the
fees associated with the Delaware filing were necessary and
reasonable for the benefit of the bankruptcy estate. Those services
only benefitted Debtor's board and its officers. Accordingly,
Applicant's request for fees is reduced by $28,708.50 for fees
related to the Delaware filing and the Receivership.
The Court, therefore orders that Armory Strategic Partners, LLC be
awarded fees on a final basis in the amount of $260,224.00 as CRO
for Debtor in Possession from Jan. 13, 2018 through April 7, 2018,
and that Armory Strategic be reimbursed for its expenses of
$23,380.67. All other relief not specifically granted is denied.
A full-text copy of the Court's Corrected Memorandum Opinion and
Order dated Sept. 14, 2018 is available at:
http://bankrupt.com/misc/txwb18-50085-662.pdf
About First River Energy
Based in San Antonio, Texas, First River Energy, LLC --
http://www.firstriverenergy.com/-- provides "midstream"
transportation services to the oil industry across the southwestern
United States and Great Plains.
First River Energy filed a Chapter 11 petition (Bankr. D. Del. Case
No. 18-10080) on Jan. 12, 2018. In its petition signed by CEO
Deborah Kryak, the Debtor estimated total assets and debt between
$10 million and $50 million.
On Jan. 17, 2018, the case was transferred to the U.S. Bankruptcy
Court for the Western District of Texas, San Antonio Division, and
was assigned a new bankruptcy case number (Case No. 18-50085).
Judge Craig A. Gargotta presides over the case.
The Debtor hired Akerman LLP as its legal counsel; Chipman Brown
Cicero & Cole, LLP as co-counsel; Armory Strategic Partners, LLC,
as financial advisor; Scott Avila of Armory Strategic as chief
restructuring officer; and Donlin, Recano & Company, Inc., as
claims and noticing agent.
No official committee of unsecured creditors has been appointed in
the case.
GEOKINETICS INC: Plan Confirmation Hearing Scheduled for Oct. 17
----------------------------------------------------------------
Bankruptcy Judge David R. Jones conditionally approved Geokinetics,
Inc., and affiliates' disclosure statement in support of their
chapter 11 plan of liquidation.
The Court will conduct a hearing on the confirmation of the plan on
Oct. 17, 2018 at 2:00 p.m., Courtroom 400, U.S. Bankruptcy Court,
515 Rusk, Houston, Texas.
Any written objections to the disclosure statement or confirmation
of the plan, and ballots accepting or rejecting the plan must be
filed with the Court no later than Oct. 11, 2018.
About Geokinetics Inc.
Geokinetics Inc. -- http://www.geokinetics.com/-- is an
independent land and seafloor geophysical company. Headquartered
in Houston, Texas, Geokinetics specializes in acquiring and
processing seismic data in challenging environments worldwide.
Geokinetics' Multi-Client team has developed more than 7,000 square
miles of 3D library data.
On June 25, 2018, Geokinetics Inc. and 8 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
18-33410).
The cases are pending before the Honorable David R. Jones.
GOK estimated assets of $10 million to $50 million and liabilities
of $10 million to $50 million as of the bankruptcy filing.
The Debtors tapped Porter Hedges LLP as counsel; FTI Consulting,
Inc., as financial advisor; and Prime Clerk LLC as claims and
notice agent.
GOLD STAR: Net Income from Rentals to Fund Proposed Plan
--------------------------------------------------------
Gold Star Capital LLC filed a disclosure statement describing its
plan of reorganization dated Sept. 6, 2018.
The Debtor was formed in April 2018 for purposes of acquiring a
portfolio of 8-12 distressed real estate properties, restructuring
the debts on those properties in a manner authorized by the
Bankruptcy Code, refurbishing those properties and holding them as
rentals.
Class 14 under the plan consists of general unsecured claims
against the Debtor. The Debtor estimates that allowed unsecured
claims will range between $30,000 and $200,000 and will total
approximately $764,000. Holders of Allowed Class 14 claims will be
paid a pro rata share of the annual distributions from the
Unsecured Claim Fund each April 15th until the earlier of (1) the
date all unsecured creditors are paid in full, or (2) April 15,
2024. So long as holders of Allowed Class 14 claims are entitled to
payments under the Plan, the Reorganized Debtor must provide each
holder of an Allowed Class 14 Claim a reviewed annual financial
statement prepared in accordance with GAAP, describing, among other
things, how Net Distributable Profits were calculated and any
distributions the preceding calendar year to Class 15 Equity
Interest Holders on account of capital paid into the Debtor on or
after the Plan Effective Date.
The plan defines Net Distributable Profits as net profit after tax
plus net proceeds from the sale of any assets, plus net proceeds
from any litigation, plus net proceeds from any insurance claims,
less funds reserved for taxes and working capital sufficient to pay
3 months operating expenses.
Payments and distributions under the Plan will be funded by the
following: the Equity Contribution of the Class 15 Equity Security
Holders, Net income from Pre-confirmation rentals, and Net Income
from post-confirmation rents or sales of properties.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb4-18-06129-38.pdf
The Debtor is represented by:
Kasey C. Nye, Esq.
WATERFALL, ECONOMIDIS, CALDWELL, HANSHAW & VILLAMANA, P.C.
5210 E. Williams Circle, Suite 800
Tucson, AZ 85711
Tel: 520-202-5018
Fax: 520-745-1279
Email: knye@waterfallattorneys.com
About Gold Star Capital
Based in Tucson, Arizona, Gold Star Capital LLC is a real estate
lessor that owns in fee simple nine real properties located in
Tucson and Marana, Arizona, having an aggregated estimated value of
$984,149.
Gold Star filed for chapter 11 bankruptcy protection (Bankr. D
Ariz. Case No. 18-06129) on May 30, 2018, with total assets at
$989,649 and total liabilities at $1.73 million. The petition was
signed by Colin Reilly, manager.
Judge Brenda Moody Whinery presides over the case.
HARD ROCK: Trustee's Surrender of Life Insurance Policies Approved
------------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized Robert W. Leasure, Jr., the
duly qualified and acting Chapter 11 Trustee of Hard Rock
Exploration, Inc. and its affiliates, to surrender of individual
life insurance policies on the Shareholders from Lincoln National
Life Insurance Co. in exchange for the policies' cash surrender
value ("CSV") pursuant to the terms of the policies.
The stay of effectiveness provided for in Bankruptcy Rule 6004(h)
is waived, and the Agreed Order will be immediately effective.
Upon entry of the Agreed Order, the Trustee and/or Huntington may
take all actions necessary or appropriate to effectuate the
transaction described in the Motion and, once it is consummated, to
pay the proceeds of surrendering the Life Insurance Policies as
follows: 3% of the proceeds will be paid to the Trustee for his
fees on the distribution, and the remaining proceeds will be paid
to Huntington.
Any disputes between Huntington and the Shareholders regarding the
proper manner of applying the proceeds of surrendering the Life
Insurance Policies to the Shareholders' obligations under the
$6,250,000 Loan and whether a deficiency on the $6,250,000 Note
remains will be addressed at a later time deemed appropriate by the
Court.
About Hard Rock Exploration
Founded in 2003, Hard Rock Exploration, Inc., and its affiliates
provide oil and gas exploration and production services in Virginia
and West Virginia. Hard Rock focuses on drilling horizontal
wells.
Hard Rock Exploration, Inc., and its affiliates filed a Chapter 11
petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5,
2017. The affiliates are Caraline Energy Company (Bankr. S.D.
W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va. 17-20462);
Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463) and Blue
Jacket Partnership (Bankr. S.D. W.Va. 17-20464).
The petitions were signed by James L. Stephens, the Debtors'
president.
At the time of filing, Hard Rock estimated $10 million to $50
million in assets and liabilities. Caraline Energy estimated $10
million to $50 million in assets and liabilities.
The Hon. Frank W. Volk presides over the case.
The Debtors are represented by Christopher S. Smith, Esq. of Hoyer,
Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler Bell
PLLC.
The Office of the U.S. Trustee on Oct. 18, 2017, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Hard Rock Exploration, Inc. The
committee members are: (1) Richard L. Wilson; (2) John M. Dosker;
and (3) Jim Schwab Pi Star Communications.
HELIX GEN: S&P Puts 'BB' Project Finance Rating on Watch Negative
-----------------------------------------------------------------
S&P Global Ratings placed its 'BB' project finance rating on Helix
Gen Funding LLC on CreditWatch with negative implications. The
recovery rating remains unchanged at '2', which indicates S&P's
expectation for substantial recovery (70%-90%; rounded estimate:
85%) in a default.
S&P said, "We are placing our rating on Helix on CreditWatch with
negative implications. The project has removed Ironwood, Ocean
State, and Kibby Wind from the portfolio and collateral package,
and paid down $654 million on the term loan in accordance with the
target disposition amounts stipulated in the credit agreement. The
removal of all assets except Ravenswood leads to a deterioration in
cash flow diversity and predictability.
"The CreditWatch placement reflects our view that we could lower
the current 'BB' rating by one or more notches as a result of Helix
Gen's recent asset dispositions. The rating will be based on cash
flow from a single asset, Ravenswood, and subject to NYISO
volatility in both capacity and energy prices, eliminating some of
the previous diversity advantage. We expect to resolve the
CreditWatch within the next two months."
HERITAGE HOME: Sept. 20 Auction of Substantially All Assets Set
---------------------------------------------------------------
Heritage Home Group, LLC, and affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a notice of their
bidding procedures in connection with the sale of substantially all
assets related to their going-concern business of designing,
manufacturing, sourcing, licensing, and selling home furnishings
under the Hickory Chair, Pearson, Maitland-Smith, and La Barge
brands to Hickory Chair, LLC, or other Successful Bidder, free and
clear of all liens, claims, encumbrances, and other interests.
On Aug. 27, 2018, the Court entered the Bidding Procedures Order,
granting certain of the relief sought in the Sale Motion,
including, among other things, approving (i) the Bidding
Procedures, and (ii) the Assumption and Assignment Procedures.
Approval of the Sale of the Acquired Assets to the Stalking Horse
Bidder or other Successful Bidder may result in, among other
things, the assumption, assignment, and/or transfer by the Debtors
of certain executory contracts and unexpired leases. A
counterparty to an executory contract or unexpired lease with the
Debtors, will receive a separate notice regarding the Assumption
and Assignment Procedures that contains additional relevant dates
and other information that may impact you as counterparty to such
executory contract or unexpired lease.
The all interested bidders should carefully read the Bidding
Procedures Order and the Bidding Procedures in their entirety. The
deadline by which all Bids must be actually received is 5:00 p.m.
(EDT) on Sept. 17, 2018.
The dates and deadlines set forth have been established pursuant to
the Bidding Procedures Order:
1. The Sale Objection Deadline is 4:00 p.m. (EDT) on Sept.17,
2018.
2. The Bid Deadline is 5:00 p.m. (EDT) on Sept. 17, 2018.
3. The Debtors intend to conduct an Auction for the Acquired
Assets. The Auction, if any, will be held at 10:00 a.m. (EDT) on
Sept. 20, 2018 at the offices of the counsel for the Debtors, Young
Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington,
Delaware 19801 (or such other place and time as the Debtors timely
communicate to all entities entitled to attend the Auction). The
creditors of the Debtors and representatives of the Office of the
United States Trustee for the District of Delaware may attend the
Auction if they send written notice by email to the Debtors'
counsel (pmorgan@ycst.com, kenos@ycst.com, and jchapman@ycst.com)
of their intention to attend the Auction on or before the Bid
Deadline and in such notice identify the representatives who will
attend on behalf of the creditor.
4. The Auction Objection Deadline is 10:00 a.m. (EDT) on Sept.
25, 2018.
5. The Sale Hearing is set for Sept. 26, 2018 at 10:00 a.m.
(EDT).
About Heritage Home Group LLC
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by Robert D. Albergotti, chief
restructuring officer, Heritage Home Group estimated assets of $100
million to $500 million and liabilities of $100 million to $500
million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc. as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
On July 31, 2018, the Court authorized the joint administration of
the Debtors' chapter 11 cases.
On Aug. 31, 2018, the Court appointed Kurtzman Carson Consultants,
LLC as the Debtors' administrative advisor.
HERMAN TALMADGE: Trustee Proposes an AMC Personal Property Auction
------------------------------------------------------------------
J. Michael Levengood, the Chapter 11 Trustee for Herman E.
Talmadge, Jr., asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize the sale of personal property,
consisting of furniture, fixtures and equipment, firearms, and
rolling stock, located at 215 Talmadge Drive in Hampton, Georgia,
by an auction to be conducted by Auction Management Corp. ("AMC").
The personal property is owned 100% by the Debtor. The personal
property is unencumbered.
The Trustee proposes to sell the Personal Property with the
assistance of AMC. Contemporaneous with the filing of the Motion,
the Trustee has filed an Application for Authority to Employ AMC.
He asks to retain AMC due to its experience, reputation and
expertise in the sale of estates and antiques, as well as their
unique ability to market the Personal Property to its existing and
extensive customer base.
While the Listing Agreement speaks for itself and takes precedence
over any comments contained in the Motion, AMC will receive a fee
equal to 25% (10% seller's fee and 15% buyer's fee). Additionally,
AMC has proposed a $7,900 marketing budget to be advanced by AMC
and recovered from the proceeds of sale.
A copy of AMC's auction proposal detailing the terms of sale
attached to the Motion is available for free at:
http://bankrupt.com/misc/Herman_Talmadge_311_Sales.pdf
The Trustee anticipates that such sale will take place as soon as
is practicable after the Court approves said sale, and no later
than 8 to 12 weeks after approval. He has consulted with AMC and
believes that a sale at this time will help to secure the maximum
possible value for the Personal Property.
As the Personal Property is unique and will likely sell to numerous
unknown buyers at this time, it is not possible for the Trustee to
identify a specific purchaser or sale price in the Motion. The
sale will be conducted by AMC as outlined in Exhibit A and after
extensive marketing, and bids will be taken on-line.
The relief sought is consistent with Trustee's Plan of
Reorganization submitted May 1, 2018 as amended.
The Auctioneer:
Bruce Bryant
Associate Broker/Auctioneer
AUCTION MANAGEMENT CORP.
1827 Powers Ferry Road, Bldg 5
Atlanta, GA 30339
E-mail: (770) 980-9565
Website: www.auctionEbid.com
The case is In re Herman E. Talmadge, Jr. (Bankr. N.D. Ga. Case
No.
14-50312).
J. Michael Levengood was appointed as the Debtor's Chapter 11
Trustee. Counsel for Trustee:
James C. Joedecke, Jr., Esq.
ANDERSEN, TATE & CARR, P.C.
1960 Satellite Boulevard, Suite 4000
Duluth, Georgia 30097
Telephone: (770) 822-0900
Facsimile: (770) 822-9680
E-mail: jjoedecke@atclawf1rm.com
On Nov. 22, 2016, the Court appointed Natural Resource Consultants,
LLC, and Jim Branch as Broker.
HERMAN TALMADGE: Trustee Wants to Harvest and Sell Henry Timber
---------------------------------------------------------------
J. Michael Levengood, the Chapter 11 Trustee for Herman E.
Talmadge, Jr., asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize him to harvest and sell timber
located on three parcels of real property owned 100% by the Debtor
and located in Henry County, Georgia.
As reflected in the Debtor's schedules, the Debtor owns a 100% fee
simple interest in three separate parcels of real property (35.27
acres (Parcel #001- 01007001), 125.27 (Parcel #001-01004000) acres
and 20 acres (Parcel #002-01006001), respectively) located in Henry
County, Georgia . The Subject Properties have freestanding
commercially marketable timber that can be sold for the benefit of
the estate and its creditors.
The Trustee proposes to sell, with the assistance of Jim Branch and
Natural Resource Consultants, LLC, the timber located on the
Subject Properties. Because the sale of timber is a specialized
business, and in order to maximize the return to the estate, he
previously retained Mr. Branch and Natural Resource and the Court
approved same. As approved by the Court previously, Natural
Resource's compensation is 10% of the total timber sale proceeds
plus $25 per acre marked for timbering.
The Trustee anticipates that such sale will take place as soon as
is practicable after this Court approves said sale. He has
consulted with Mr. Branch and Natural Resource, and believes that a
sale at this time will help to secure the maximum possible value
for any timber harvest.
As the market price for timber varies day by day, the Trustee is
not able to identify a specific purchaser or sale price in the
Motion. He intends to obtain bids from Mr. Branch upon entry of
the sale order in order to sell the timber for the highest price
among the reputable saw mills within the vicinity of the timber, as
is customary in the industry.
As the Court may recall, the Trustee previously filed his first
Motion for Authority to Sell Timber Free and Clear of Liens on Oct.
10, 2017. Thereafter, in an effort to avoid cutting timber at that
time, he entered into a Consent Motion for Authority to Borrow
Funds from the Talmadge Aligned Children. On March 14, 2018, after
hearing, the Court entered its order on the Trustee's Motion for
Authority to Borrow Funds.
As outlined in the Order, the Trustee had negotiated a loan
commitment from the Talmadge-Aligned Children in the amount of
$140,050, which was to be made available immediately upon the entry
of the Cour's order. It also provided for a lien against timber
located on the subject parcels. Nothing in the Order prevented the
Trustee from selling property of the estate, provided that Trustee
satisfied the lien at the time of sale. Proceeds of the loan were
to go toward payment of significant administrative expenses that
have been incurred since this case was filed.
Unfortunately, despite the loan commitment from the Talmadge
Aligned Children in the amount of $140,050 and despite repeated
requests for funding by the Trustee, the Talmadge Aligned Children
only funded the loan in the reduced amount of $47,000. The Trustee
believes that the proposed timber sale will generate approximately
$140,000 in net proceeds, which will be used to satisfy any
outstanding ad valorem taxes to Henry County, and then used for the
benefit of the Estate. He anticipates filing very shortly a
similar motion for the sale of the Estate's personal property. The
relief requested in the instant motion is consistent with the
treatment provided in the Trustee's proposed Plan of Reorganization
as amended.
The Subject Properties are encumbered only by the Talmadge Aligned
Children's lien in the amount of $47,000, and any taxes that would
be due to Henry County at time of sale. The Trustee anticipates a
timber cut known as a "Plantation Cut" in order to help preserve
the value of the Subject Properties.
At this time, the Trustee is not aware of any outstanding ad
valorem taxes. He reserves the right to investigate any taxes
claimed due and reserves all defenses Trustee may have to any such
a claim.
The relief requested in the instant motion is consistent with the
Trustee's proposed Plan of Reorganization filed in the instant
matter.
The case is In re Herman E. Talmadge, Jr. (Bankr. N.D. Ga. Case
No.
14-50312).
J. Michael Levengood was appointed as the Debtor's Chapter 11
Trustee. Counsel for Trustee:
James C. Joedecke, Jr., Esq.
ANDERSEN, TATE & CARR, P.C.
1960 Satellite Boulevard, Suite 4000
Duluth, Georgia 30097
Telephone: (770) 822-0900
Facsimile: (770) 822-9680
E-mail: jjoedecke@atclawf1rm.com
On Nov. 22, 2016, the Court appointed Natural Resource Consultants,
LLC and Jim Branch as Broker.
HOPEWELL PROMOTIONS: To Pay $2K Monthly into Unsecureds Claim Fund
------------------------------------------------------------------
Hopewell Promotions, Inc. filed a disclosure statement in
connection with its plan of reorganization dated Sept. 11, 2018.
Class 10 under the plan consists of all Allowed Unsecured Claims.
Allowed Unsecured Claims against the Debtor will receive treatment
as follows: Beginning on the first day of the first full month that
is at least 30 days after the Effective Date, the Debtor will pay
monthly payments into a Class 10 Claim Fund for 36 months in the
amount of $2,000 per month for total Class 10 Claim distributions
of $72,000. Disbursements from the Class 10 Fund will be made
quarterly, beginning on the first day of the first full calendar
quarter after the Effective Date. Class 10 Claims are impaired.
Funds required for the implementation of the Plan will come from
the Debtor's net post-confirmation disposable income and from funds
on hand at confirmation.
The Debtor's projections indicate that the Debtor will be able to
make the payments undertaken in the Plan and that there is no
likelihood of the further need for financial rehabilitation of the
Debtor. Debtor anticipates that sales of the jewelry sets are
likely to remain stable during the repayment period under the
Plan.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/mdb17-27167-57.pdf
About Hopewell Promotions
Hopewell Promotions, Inc., is a privately held company based in
Randallstown, Maryland, that operates jewelry stores. Hopewell
Promotions filed a Chapter 11 petition (Bankr. D. Md. Case No.
17-27167) on Dec. 26, 2017. In the petition signed by Harvey
Bernstein, its president, the Debtor estimated $100,000 to $500,000
in assets and $1 million to $10 million in liabilities. Ronald J.
Drescher, Esq., at Drescher & Associates, P.A., serves as
bankruptcy counsel.
INSTITUCION AMOR: Plan and Disclosures Hearing Set for Oct. 5
-------------------------------------------------------------
Bankruptcy Judge Edward A. Godoy conditionally approved Institucion
Amor Real Corporation's amended disclosure statement, dated Sept.
10, 2018, in support of its chapter 11 plan.
Acceptances or rejections of the Plan may be filed in writing
before 14 days prior to the date of the hearing on confirmation of
the Plan.
Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan must be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.
A hearing for the consideration of the final approval of the
Amended Disclosure Statement and the confirmation of the Plan will
be held on Oct. 5, 2018 at 9:30 AM at the United States Bankruptcy
Court, Southwestern Divisional Office, MCS Building, Second Floor,
880 Tito Castro Avenue, Ponce, Puerto Rico.
About Institucion Amor Real Corp.
Institucion Amor Real Corporation filed a Chapter 11 petition
(Bankr. D. P.R. Case No. 18-01737) on March 29, 2018. In the
petition signed by Jose A. Santiago, its president, the Debtor
estimated at least $50,000 in assets and $100,000 to $500,000 in
liabilities. Judge Edward A. Godoy is the case judge. Nydia
Gonzalez Ortiz, Esq., at Santiago & Gonzalez, is the Debtor's
counsel.
JANASTON MANAGEMENT: Monthly Payment to Unsecureds Raised to $811
-----------------------------------------------------------------
Janaston Management Development Corp. filed with the U.S.
Bankruptcy Court for the District of Illinois a first amended
disclosure statement to accompany its first amended plan of
reorganization dated Sept. 10, 2018.
Class 3 under the latest plan consists of the allowed general
unsecured claims. This class will be paid 10% of their allowed
claim over 60 months at $811 per month. Total claims in this class
is $486,958.
The monthly payment provided in the initial plan for unsecured
creditors is $689.93 and the total claims amount was $413,958.46.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb18-00053-44.pdf
About Janaston Management Development
Janaston Management Development Corp. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
18-00053) on January 2, 2018.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $50,000.
Judge Jacqueline P. Cox presides over the case.
JEFFREY BERGER: Rolis Buying Williston Property for $480K
---------------------------------------------------------
Jeffrey W. Berger and Tami M. Berger ask the U.S. Bankruptcy Court
for the District of Montana to authorize the sale of the real
property located at 6025 138th Avenue, NW, Williston, Williams
County, North Dakota, more specifically described as Twp. 156 N,
Rge. 101W, Sec. 33: Nesese, to Rolis, LLC for $480,000.
The Debtors have executed a Buy/Sell Agreement with the Buyer for
the sale of the Property.
The lien holders on the Property are (i) past due property taxes
totaling $3,208 due to the Williams County, North Dakota Treasurer;
(ii) Yellowstone Bank, whose secured claim is currently scheduled
at $12,593,050 pursuant to its proof of claim on file with the
Bankruptcy Court; and (iii) the Internal Revenue Service, whose
secured claim is currently scheduled at $1,648,966 pursuant to its
proof of claim on file with the Bankruptcy Court.
The Debtors entered into a listing contract with Bill Bahny with
Bahny and Associates. They've filed an amended application to
approve his employment relative the sale of the Property. The
Debtors also entered into a listing contract with Erik Peterson
with Proven Realty, LLC. They've filed an application to approve
his employment relative the sale of the Property. The Court
approved the employments.
It is in the best interest of the creditors of the case that the
Court approves the sale. The property being sold is not necessary
for the Debtors' ongoing business operations.
The Debtor projects the proceeds of sale to be paid as follows:
Gross sales proceeds: $480,000
Less estimated commissions (6%): -$ 28,800
Less past due property tax: -$ 3,208
Less accrued but not due and -$ 1,206
prorated property taxes (est.): -$ 2,400
Less Estimated closing
costs (est.):
Released to the Seller: -$ 4,800
Net sale proceeds: $439,586
The Debtors contend that after sale, Yellowstone Bank will continue
to have perfected liens on real estate and personal property
collateral valued in excess of $21 million.
The estimated net sales proceeds to be paid Yellowstone Bank based
upon the proration, is $439,586. The proration is based on
estimated costs of closing and property taxes; in the event these
estimates are not correct, the sales proceeds at closing to
Yellowstone Bank under the allocation will not be less than
$435,000 without further order of the Court.
Yellowstone Bank will release $4,800 of the sales proceeds to the
Debtors in consideration for their sale of the Personal Property
and for the U.S. Trustee quarterly fees resulting from the sale.
The Debtors ask the Court to approve the sale of the Property free
and clear of liens to Rolis and direct that the sale proceeds be
used to satisfy (i) costs of closing, (ii) property taxes, (iii)
real estate commission owed to Bill Bahny and Erik Peterson as
approved by the Court, (iv) $4800 paid to the Debtors, and (v) the
remainder, at least $435,000, paid to Yellowstone Bank.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/JEFFREY_BERGER_336_Sales.pdf
Jeffrey W. Berger and Tami M. Berger sought Chapter 11 protection
(Bankr. D. Mont. Case No. 18-60032) on Jan. 16, 2018. The Debtor
tapped PATTEN, PETERMAN, BEKKEDAHL & GREEN P.L.L.C., as counsel.
The Court appointed Bill Bahny with Bahny and Associates and Erik
Peterson with Proven Realty, LLC as Brokers.
JOHN FITZGIBBON HOSPITAL: Fitch Assigns BB+ IDR, On Watch Negative
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' Issuer Default Rating (IDR) to
John Fitzgibbon Memorial Hospital (MO) and has placed the IDR and
the following bonds rated 'BB+' issued by Saline County Industrial
Development Authority, MO on behalf of John Fitzgibbon Memorial
Hospital (JFMH) on Rating Watch Negative (RWN):
-- $9.9 million health facilities refunding bonds, series 2010.
SECURITY
The bonds are secured by a pledge on gross revenues, a mortgage on
certain hospital and nursing home property, and a debt service
reserve fund.
KEY RATING DRIVERS
DIFFICULTY WITH AUDIT: JFMH is in the process of converting the
Electronic Accounting (EA) system and the Electronic Medical Record
(EMR) system utilized by the Organization which began in the fall
of 2017, due to this data has been delayed. The RWN reflects
additional financial weakness as indicated from the limited amount
of data that is available at this time. Management expects year-end
(April) audited financial statements to be available at the end of
October 2018.
RATING SENSITIVITIES
RESOLUTION OF THE RATING WATCH: Fitch expects to resolve the
Negative Rating Watch within the next six months when more data and
understanding of fiscal-year 2018 is made available. JFMH is
currently in the process of completing its 2018 audited financial
statements and interim statements, upon completion, Fitch will
spend more time discussing fiscal 2018 with JFMH. JFMH may be
downgraded if JFMH's 2018 consolidated financial statements show a
significant deterioration in the group's credit profile and/or
indicate material weakness in operations and liquidity.
CREDIT PROFILE
JFMH is a 60-licensed-bed hospital located in Saline County, MO,
approximately 80 miles east of Kansas City. Operations also include
a 99-bed skilled nursing facility and several rural health clinics.
Total revenues in fiscal 2017 were $55.3 million. Fitch reviews and
cites consolidated financial data, and the consolidated entity
currently comprises the obligated group.
JOHN HUDSON: Liable Under FCA for Treble Damages of $10MM
---------------------------------------------------------
In the case captioned UNITED STATES OF AMERICA, Plaintiff, v. JOHN
HUDSON FARMS, INC., ET AL., Defendants, No. 7:18-CV-7-FL
(E.D.N.C.), District Judge Louise W. Flanagan entered an order
awarding default judgment against Defendant John Hudson Farms with
express findings of false statements, false claims, and fraudulent
scheme.
JHF failed to appear, plead, or otherwise defend this action and
the Clerk of Court entered Default, upon Motion of the Plaintiff.
Plaintiff moved for Default Judgment against JHF in the amount of
$10,791,133, based upon the Complaint, the Plea Agreement entered
in the related criminal action, and the Declaration provided.
Default Judgment is warranted.
Defendant JHF is liable under the False Claims Act for damages and
penalties based upon the Entry of Default, the allegations of the
Complaint, the Special Agent's Declaration, and the Plea Agreement
entered in the related criminal action.
The well-pleaded facts contained in the Complaint, along with the
related criminal Plea Agreement and Declaration of Special Agent
Miles Davis, are sufficient to establish a basis for the relief
sought and the damages set forth in the Complaint. The Court has
discretion under Fed. R. Civ. P. 55(b)(2) to enter a judgment after
a default has been entered.
The Complaint and Declaration establish that JHF and Phil Hudson
directed a scheme to present false statements and fraudulent claims
to obtain FSA program payments and FCIC insurance payments for
himself and JHF.
The Complaint and Declaration establish that JHF and Phil Hudson
caused the false statements and false claims with actual knowledge.
These Findings of Fact enable the Court to determine damages
(trebled under False Claims Act) and statutory penalties (per false
claim or false statement). JHF and Phil Hudson caused single
damages in the amount of $3,479,711, comprised of $424,065 in FSA
program payments, $416,135 in FSA loan payments, and $2,639,511 in
FCIC crop payments. JHF and Phil Hudson also made or caused to be
used 32 false statements and false claims, including 17 false 902s.
JHF is jointly and severally liable under the False Claims Act for
treble damages of $10,439,133 (three times single damages
established), and $352,000 in penalties (for 32 penalties at
$11,000 per penalty), for a total of $10,791,133.
A full-text copy of the Court's Order dated August 30, 2018 is
available at https://bit.ly/2pfsU2d from Leagle.com.
United States of America, Plaintiff, represented by Neal Fowler ,
U.S. Department of Justice & Roberto F. Ramirez , U.S. Attorney's
Office.
Joshua Hudson, Defendant, pro se.
Wendy Giddens, Defendant, pro se.
Jacob Giddens, Defendant, represented by Gordon C. Woodruff ,
Woodruff & Fortner.
John Hudson Farms is headquartered in Newton Grove, North Carolina.
Founded in 1965, it specializes in the growing of crops like soy
beans, sweet potatoes, strawberries and tobacco and offers its
fresh produce at roadside stands in Newton Grove, Clinton, and Hope
Mills and sells them to mills and warehouses.
JONAH ENERGY: S&P Lowers Issuer Credit Rating to 'B', Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Jonah Energy
LLC to 'B' from 'B+'. The outlook is negative.
S&P said, "At the same time, we lowered the issue-level rating on
the company's unsecured debt to 'B+' from 'BB-'. The recovery
rating remains '2' and indicates our expectation of substantial
(70% to 90%; rounded estimate: 85%) recovery in the event of
payment default.
"Additionally, we lowered the issue-level rating on the company's
first-lien credit facility to 'BB-' from 'BB'. The recovery rating
remains '1' and indicates our expectation for very high (90% to
100%; rounded estimate: 95%) recovery in the event of payment
default.
"The downgrade follows our expectation that production will be
lower than originally budgeted for 2018. Furthermore, an oversupply
of natural gas in the Rockies is resulting in sustained wide
differentials in realized natural gas prices versus the Henry Hub
benchmark. As a result, we now expect leverage to approach 20%
funds from operations (FFO) to debt in 2018 and about 20% in 2019,
which we view as weak for the 'B+' rating.
"The negative outlook reflects our view that the company could face
liquidity challenges due to tight covenant headroom expected in
2019, and a currently high draw on its RBL credit facility, the
size of which could be affected by an unfavorable redetermination
on its borrowing base.
"We could lower the rating if liquidity becomes constrained due to
limited access to its credit facility as a result of covenant
breaches or if leverage weakens such that our forecast FFO to debt
remains below 12% for a sustained period with no path to
improvement. This would most likely occur if the company's capital
spending increases beyond our expectations, the Pinedale assets
perform poorly leading to less-than-expected production, or if
commodity prices or basis differentials weaken below our current
assumptions."
A return to stable is predicated on the company's leverage
decreasing such that it is able to comfortably meet its maintenance
covenants of 4.25x debt to EBITDA, and on maintaining FFO to debt
above 12%. This would likely occur if production and realized
natural gas prices materialize such that the company is able to
repay debt with free cash flow.
KELLEY BROS: Proposed Private Sales of Excess Equipment Approved
----------------------------------------------------------------
Judge Thomas M. Renn of the U.S. Bankruptcy Court for the District
of Oregon authorized Kelley Bros., Inc.'s private sale of excess
equipment located in the equipment yard behind its offices.
The Debtor can sell the equipment for not less than the amounts
listed on Exhibit A, without the need for further Court approval,
free and clear of all liens, claims, encumbrances and other
interests. The sales are not subject to any commissions or sales
costs. Further, such sales will be subject to the approval of any
affected lienholder.
The DIP will account for all equipment sales on its monthly
operating reports.
Following each such sale, the DIP will file a report of each sale
with the court, providing the identification of the equipment, the
name and contact information for the buyer, the sales price, the
agreed distribution from each sale to any affected lienholder, and
the net proceeds paid to the estate.
A copy of the Exhibit A attached to the Order is available for free
at:
http://bankrupt.com/misc/Kelley_Bros_118_Order.pdf
About Kelley Bros. Inc.
Kelley Bros., Inc., is a privately-held company in the moving
ervice industry located in Veneta, Oregon. It has been providing
lumber trucking services since 1981.
Kelley Bros. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 18-60423) on Feb. 16, 2018. In its
petition signed by Myrna D. Kelley, president, the Debtor disclosed
$1.81 million in assets and $2.41 million in liabilities as of Dec.
31, 2016. Judge Thomas M. Renn presides over the case. The Debtor
tapped The Scott Law Group as its legal counsel.
LAND O' LAKES: Fitch Rates $200MM Perpetual Preferred Stock 'BB'
----------------------------------------------------------------
Fitch Ratings rates Land O' Lakes, Inc.'s (LOL) $200 million
perpetual preferred stock offering 'BB'. The new offering increases
LOL's outstanding preferred stock to $765 million. LOL has board
approval to issue up to $800 million in preferred stock. The Rating
Outlook is Stable.
Net proceeds from the offering will be used to pay down outstanding
balances under the LOL's revolving credit facility and, to the
extent net proceeds remain, for pay down of the receivables
securitization facility or for general corporate purposes.
The preferred stock ranks junior to the senior debt and capital
securities. Fitch grants 50% equity credit to LOL's preferred stock
after considering the junior ranking, perpetuity, the option to
defer dividends, and the cumulative coupon deferral. On or after
Sept. 18, 2028, the preferred stock will be redeemable at the
option of the company. Proceeds from the offering will be used to
refinance certain existing debt, to provide general working
capital, or for other general corporate purpose
KEY RATING DRIVERS
Significant Scale, Strong Brands: LOL's ratings reflect its
significant scale as the second largest U.S. agricultural
cooperative (co-op) and its leading market shares within the
categories in which it competes. LOL, with sales of approximately
$14.5 billion, has expanded both organically and through mergers,
acquisitions and joint ventures. These transactions have
diversified the asset portfolio and helped reduce volatility with
more value-added products. The co-op's long-term track record, good
relationships with its grower/owners, as well as strong brands
including Land O' Lakes, Purina Animal Nutrition and WinField
Solutions, support the ratings. Dairy members supply milk inputs
for the manufacture of LOL's diary segment milk, cream, cheese and
butter products. Agricultural services members purchase
agricultural products: primarily feed, seed and crop protection
products.
Crop Inputs Segment Pressured: LOL's Crop Inputs segment
experienced material cyclical earnings pressure during the first
half of 2018 due to depressed farmer income that has resulted in
more industry price discounting and a mix shift into lower margin
products. Farmer income is expected to be further pressured by
lower commodity prices resulting from export tariffs. This is
reflected in 2018 USDA projections for net farmer income to
decrease by 13% from 2017 levels. Other factors, including poor
weather that delayed spring plantings in certain areas causing
missed seed treatments of higher margin applications, also
negatively affected first half earnings.
LOL's focus on margin management to drive efficiencies and reduce
costs should allow the company to offset a portion of the earnings
pressure. These initiatives are expected to result in further
benefits in 2018. With the Dairy Foods and Animal Feed segments
exhibiting relatively stable trends, Fitch forecasts EBITDA in the
low $600 million range for 2018 compared to $619 million in 2017.
Elevated Leverage Expected to Decline: The cyclical earnings
pressure and higher working capital usage has elevated LOL's
leverage (total debt/EBITDA) to 3.8x at the end of second quarter
2018. Fitch expects total debt/EBITDA will moderate to the low 3x
range by the end of 2018 supported by improved working capital
usage due to additional steps taken in the back half of 2018. Over
the medium term, Fitch expects LOL's leverage will further improve
to less than 3x.
Retained Earnings, Board Policies Provide Flexibility: Co-ops
generally distribute the majority of their earnings back to
members, resulting in low FCF. LOL's board has a current cash
target for distribution of 60% of prior year's net earnings, with
the remainder retained by the company as either permanent or member
equity. The 60% target was adopted by LOL's board to more
adequately align the total cash revolvements for members to
operating performance in earnings. Fitch believes this 60% target
affords LOL sufficient flexibility to maintain adequate capital to
finance its business and maintain sufficient permanent equity.
Fitch treats the cash patronage pay-out as a dividend in its
analysis. On an annual basis, the board of directors, at their
discretion, will establish the total allowable payments for the
current year cash to members, including cash patronage, age and
estate payments, and equity revolvements for both the dairy foods
and agricultural services members.
LOL has multiple levers it can pull to retain additional earnings
by adjusting co-op policies that provide flexibility to acquire and
maintain adequate capital with which to fund strategic business
initiatives. LOL retains permanent equity through both its
non-member business earnings (i.e. Eggland's Best) and LOL's
by-laws that allow the company to retain up to 25% of earnings from
its member business with no revolvement requirements. The current
holdback percentages for the dairy and the agriculture business are
both 10%. The holdback percentage and cash target for distribution
is subject to annual board review. LOL could also reduce the cash
pay-out target to less than 60%, although Fitch believes this would
be a less likely option. LOL can increase the amount of equity a
member must retain in either the dairy or agricultural services
co-op. This is evidenced by LOL increasing the equity target
investment rate at the beginning of 2018 by $1 to $3.75 per hundred
pounds of milk to increase member equity.
Credit Enhancements Exist: LOL's debt agreements contain
credit-enhancing clauses that subordinate the majority of patronage
payments to debt payments with an allowed 20% cash patronage
distribution to preserve the co-op's tax status. LOL's effective
income tax rate is substantially lower than the statutory federal
and state income tax rates as a result of the tax deductibility of
qualified patronage distributions made from net income.
Capital Structure Notching: The preferred stock ranks junior to the
senior debt and capital securities. Fitch grants 50% equity credit
to LOL's preferred shares after considering the junior ranking,
perpetuity, the option to defer dividends and the cumulative coupon
deferral.
DERIVATION SUMMARY
LOL's ratings reflect its significant scale as the second largest
U.S. agricultural co-op and its leading market shares within the
categories in which it competes. Over the longer term, Fitch
expects LOL's leverage to be relatively stable in the mid-to-upper
2.0x range.
LOL's business profile is more diversified compared with its
agricultural peers, with material earnings generation in crop
inputs, animal feed and dairy. The acquisition of United in a
two-step merger process that added United's remaining crop nutrient
operations in late 2017 has increased LOL's scale and exposure to
the crop inputs segment. This compares with Ocean Spray's
(BBB-/Stable) business profile with a higher-margin but narrow
product line that is dependent on a single fruit. However, Ocean
Spray's business profile benefits from its dominant share in the
shelf-stable cranberry juice and dried cranberry segments.
Dairy Farmers of America's (DFA; BBB+/Stable) business profile is
supported by the substantial scale as the largest U.S. dairy
cooperative and its integral market position in the dairy supply
chain based on DFA's expansive logistics, distribution and
commercial processing capabilities that connect key customers and
farmers. DFA's unique financial flexibility associated with
structural protection mechanisms in its by-laws that expressly
subordinates farmer payments for milk (i.e. costs of goods sold)
materially differentiates DFA from its cooperative peers, including
LOL as well as corporations, by providing cash flow resiliency in
either challenging operational environments or when addressing
regional supply/demand imbalances. Fitch believes these
characteristics provide four notches of support to the ratings and
offset its lower profitability and higher leverage (debt/EBITDA).
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer over
the 2018 timeframe include:
-- Revenue growth in the high-single digits driven by the Crop
Inputs segment and United Suppliers acquisition that closed in late
2017;
-- EBITDA in the low $600 million range;
-- Capital spending in the lower $300 million range;
-- Significantly improved FCF deficit compared to 2017;
-- Total cash payment to members is expected to be in excess of
$200 million for revolvement, cash patronage, and estates and age
retirements;
-- Leverage (Total debt/EBITDA) in the low 3x range.
Fitch's key assumptions within its rating case for the issuer for
2019 include:
-- EBITDA increasing to mid $600 million range;
-- Further moderation in capital spending from 2018;
-- Total cash payments to members similar to 2018 level;
-- Leverage of approximately 3x.
RATING SENSITIVITIES
Negative: Future developments that may, individually or
collectively, lead to a negative action include:
-- Sustained weakness or operating profit declines in at least
one of LOL's key business segments;
-- Leverage (total debt/EBITDA) sustained in excess of 3x;
-- FCF (cash flow from operations less capex and dividends) after
patronage dividends remains negative for multiple years;
-- Board commitment to a higher cash patronage payout that
creates a sustained FCF deficit.
Positive: Fitch does not expect a positive rating action is likely
in the near-to-medium term due to the low growth and low-margin
structure of its business segments. However, future developments
that may, individually or collectively, lead to a positive action
include:
-- LOL diversifies its portfolio towards higher growth and
higher-margin categories;
-- Leverage is sustained below 2x;
-- LOL consistently generates positive FCF.
LIQUIDITY
Sufficient Liquidity: LOL's liquidity is sufficient at
approximately $229 million as of June 30, 2018. Liquidity includes
$43 million cash and cash equivalents, which varies seasonally and
$50 million available on its $575 million senior unsecured
revolver, net $25 million of letters of credit and $500 million of
borrowings. LOL's $700 million receivables facility had $136
million of availability. The preferred stock offering should help
bolster LOL's current liquidity position.
Seasonal working capital needs are highest during the first and
early fourth quarters and trough-to-peak liquidity can vary up to
$800 million. Consequently, FCF can be volatile given the
commodity-oriented nature of its business. Fitch forecasts a
significantly improved FCF deficit in 2018 compared to 2017 that
benefits from a working capital reversal. Total cash payments to
members are expected to be in excess of $200 million for
revolvement, cash patronage, and estates and age retirements.
LOL's capital structure consists of a $575 million unsecured credit
facility due March 2020, $150 million senior unsecured term loan
due August 2021, $170 million in senior unsecured private placement
notes due 2019 through 2021, $300 million unsecured notes due
August 2022, $200 million term loan due 2027 and a $700 million
receivables securitization facility due March 2020. There are also
$200 million junior subordinated capital securities due in March
2028 at Land O' Lakes Capital Trust I and $765 million of preferred
stock, pro forma for the new offering.
FULL LIST OF RATING ACTIONS
Fitch currently rates LOL as follows:
-- Long-term Issuer Default Rating (IDR) 'BBB-';
-- Senior unsecured credit facility 'BBB-';
-- Senior unsecured term loan 'BBB-';
-- Senior unsecured private placement notes 'BBB-';
-- Senior unsecured notes 'BBB-';
-- Preferred stock 'BB'.
Land O' Lakes Capital Trust I
-- Junior subordinated capital securities 'BB+'.
LAPORTE INVESTMENT: Oct. 18 Hearing on Plan Confirmation
--------------------------------------------------------
Bankruptcy Judge Catherin Peek McEwen conditionally approved
LaPorte Investment Holdings, Inc. dba Sign Effex's disclosure
statement explaining its chapter 11 plan.
Any written objections to the Disclosure Statement must be filed
and served no later than seven days prior to the date of the
hearing on confirmation.
The Court will conduct a hearing on confirmation of the Plan on
Oct. 18, 2018 at 2:30 PM in Tampa, FL - Courtroom 8B, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue.
Written ballot accepting or rejecting the Plan must be submitted no
later than eight days before the date of the Confirmation Hearing.
Objections to confirmation must be filed and served no later than
seven days before the date of the Confirmation Hearing.
About LaPorte Investment Holdings Inc.
LaPorte Investment Holdings, Inc., which conducts business under
the name Sign Effex -- http://www.signeffex.com-- is an electrical
sign contractor. It was founded in 1986 and is headquartered in
Winter Haven, Florida.
LaPorte Investment Holdings sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01906) on March
13, 2018.
In the petition signed by Wayne M. LaPorte, president, the Debtor
estimated assets of less than $1 million and liabilities of $1
million to $10 million.
The Debtor hired Buddy D. Ford, P.A., as its legal counsel.
LEEP OASIS: Scott Buying Equity Interest for $2K
------------------------------------------------
The SleepvOasis, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida to authorize the private sale of its
equity interest to R. Scott Penters for $2,000, subject to
overbid.
Objections, if any, must be filed within 21 days from the date the
Notice was served.
The sale will be an "as is" sale, free and clear of all liens,
claims and interests of any persons, pursuant to the Debtor's Plan
of Reorganization and Section 363 of the Bankruptcy Code.
The manner of the sale will be private sale between the Debtor and
the highest bidder, unless written objections are filed within the
time specified, the Debtor will make the sale on the terms set
forth without further notice of hearing.
The Debtor will entertain any higher bids for purchase of the
equity interest of the Reorganized Debtor. Such bids will be in
increments of $2,000 and interested parties must deposit $4,000 to
the Debtor's counsel (payable to McIntyre Thanasides Trust Account)
five days prior to the continued confirmation hearing.
The Confirmation hearing is rescheduled to be held on Sept. 18,
2018 at 2:30 p.m.
About The Sleep Oasis
Headquartered in Saint Petersburg, Florida, The Sleep Oasis Inc.
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 18-01605) on March 1, 2018, estimating its assets and
liabilities at between $100,001 and $500,000 each. James W.
Elliott, Esq., at McIntyre Thanasides Bringgold, Et. Al., serves as
the Debtor's bankruptcy counsel.
LEGACY RESERVES: GP OKs Amendments to Grant of Phantom Units
------------------------------------------------------------
As previously disclosed, on July 9, 2018, Legacy Reserves LP, a
Delaware limited partnership, entered into the Amended and Restated
Agreement and Plan of Merger, by and among the Partnership, Legacy
Reserves GP, LLC, a Delaware limited liability company and the
general partner of the Partnership, Legacy Reserves Inc., a
Delaware corporation and a wholly owned subsidiary of the General
Partner, and Legacy Reserves Merger Sub LLC, a Delaware limited
liability company and a wholly owned subsidiary of New Legacy
("Merger Sub"), pursuant to which Merger Sub will be merged with
and into the Partnership, with the Partnership continuing as the
surviving entity and as a wholly owned subsidiary of New Legacy.
On Sept. 18, 2018, the Compensation Committee of the Board of
Directors of the General Partner approved and adopted, subject to
the approval of the GP Board and the Board of Directors of New
Legacy, a form of Amendment to Grant of Phantom Units Agreement to
be entered into by the Partnership, New Legacy and certain of the
General Partners' executive officers, including each of the General
Partners' named executive officers. On Sept. 18, 2018, the GP
Board approved and adopted the Amendment and on Sept. 18, 2018, the
New Legacy Board approved and adopted the Amendment.
In connection with the Merger, each award previously granted
pursuant to the Amended and Restated Legacy Reserves LP Long-Term
Incentive Plan, as amended, that is outstanding and unvested
immediately prior to the consummation of the Merger will,
automatically and without any action on the part of the holder,
fully vest or become exercisable in full, as the case may be, and
will be settled in accordance with each award's applicable award
agreement. Certain of these award agreements relating to
outstanding phantom units under the Partnership LTIP granted to
certain of the General Partner's executive officers, including each
of the named executive officers, provide that such phantom units be
settled in cash. Pursuant to the Amendment, each of the General
Partner's executive officers that are to receive Cash Settled
Awards, including each of the named executive officers, will have
the option to elect to reinvest any portion of the cash received
pursuant to the Cash Settled Awards in shares of New Legacy's
common stock. Additionally, pursuant to the Amendment, each of the
General Partner's executive officers that are to receive Cash
Settled Awards will agree to make a Stock Purchase Election as
necessary such that the aggregate amount of cash paid in settlement
of any incentive equity-based awards to be settled in connection
with the Merger (including all Cash Settled Awards) will not exceed
$30 million. The settlement of the Cash Settled Awards will occur
on a date or dates selected by New Legacy within 74 days after the
consummation of the Merger.
About Legacy Reserves LP
Legacy Reserves LP -- http://www.LegacyLP.com/-- is a master
limited partnership headquartered in Midland, Texas, focused on the
development of oil and natural gas properties primarily located in
the Permian Basin, East Texas, Rocky Mountain and Mid-Continent
regions of the United States.
Legacy Reserves reported a net loss attributable to unitholders of
$72.89 million in 2017, a net loss attributable to unitholders of
$74.82 million in 2016, and a net loss attributable to unitholders
of $720.5 million in 2015. As of June 30, 2018, Legacy Reserves
had $1.51 billion in total assets, $1.76 billion in total
liabilities and a total partners' deficit of $250.98 million.
* * *
Moody's Investors Service affirmed Legacy Reserves LP's Corporate
Family Rating (CFR) at 'Caa2' and its senior unsecured notes rating
at 'Caa3'. Legacy's 'Caa2' CFR reflects the company's high
leverage, weak liquidity and significant debt refinancing risk, as
reported by the TCR on Jan. 26, 2018.
MACK-CALI REALTY: Moody's Puts Ba1 Unsec. Debt Rating on Review
---------------------------------------------------------------
Moody's Investors Service has placed Mack-Cali Realty, L.P.'s Ba1
senior unsecured debt rating on review for downgrade following a
meaningful deterioration in the REIT's portfolio lease rate and
income levels. In the same rating action, Moody's has placed
Mack-Cali Realty L.P.'s senior unsecured and subordinate debt shelf
ratings and Mack-Cali Realty Corporation's preferred stock shelf
rating on review for downgrade.
The following ratings were placed on review for downgrade
Mack-Cali Realty, L.P.
Senior Unsecured debt at Ba1
Senior Unsecured debt shelf at (P) Ba1
Subordinate debt shelf at (P) Ba2
Mack-Cali Realty Corporation
Preferred Stock shelf at (P) Ba3
RATINGS RATIONALE
The review will focus on reassessing the liquidity profile of the
REIT in light of leasing trends, upcoming capital needs and
potential sources of capital. Other significant considerations
include expected leverage levels, fixed charge coverage and the
unencumbered asset ratio.
Mack-Cali's core office portfolio lease rate declined to 83.2% at
the end of Q2 2018 from 89.9% a year earlier, due to large tenant
move-outs. As most of the lease expirations were related to its
high value New Jersey waterfront portfolio, the lower lease rate
has resulted in meaningful decline in income.
The recent amendment to Mack-Cali's credit agreement includes an
alternate calculation of unencumbered asset valuation, based on
appraised 'as-is' value for two New Jersey waterfront assets, and
will likely provide additional flexibility with respect to covenant
cushion. The weighted average lease rate for the two waterfront
assets identified in the amendment was 64.3% at the end of Q2 2018.
Given the REIT's sizeable near term capital needs, including
redevelopment capex for the office portfolio and the multifamily
development pipeline, maintaining capital access is critical to
Mack-Cali's credit profile.
A return to stable outlook would require adequate and reliable
liquidity to manage all its funding needs over the next 12 months.
Net debt to EBITDA below 7.5x, fixed charge close to 2.7x and an
unencumbered asset ratio above 60%, all on a sustained basis would
be some other key considerations.
The ratings will be downgraded if the REIT continues to report weak
operating performance. Fixed charge coverage drops below 2.2x, net
debt to EBITDA is above 8.5x on a sustained basis. In addition, any
deterioration in the REIT's liquidity position could also result in
a downgrade.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.
Mack-Cali Realty Corporation (NYSE: CLI) is an office REIT that
owns 15.5 million square feet of office space, primarily in New
Jersey. The REIT also owns and has interests in 17 operating
multi-family properties in New Jersey, Massachusetts and Washington
DC.
MADISON ASSET: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Debtor: Madison Asset LLC
2nd Floor, Windward 1
Regatta Office
P.O. Box897
Grand Cayman KY1-1103
Cayman Islands
Chapter 15
Case No.: 18-12814
Business
Description: Madison Asset LLC is a privately held company
incorporated in the Cayman Islands.
Chapter 15
Petition
Date: September 19, 2018
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Michael E. Wiles
Chapter 15
Petitioner: Martin Nicholas John Trott and Christopher
James Smith, in their capacity as the
Joint Official Liquidators (the
Petitioners) of Madison Asset LLC (in
Official Liquidation)
Foreign
Proceeding
in Which
Appointment
of the
Foreign
Representatives
Occurred: Debtor in liquidation proceedings under
Part V of the Cayman Islands Companies
Law (2018 Revision) pending in the Grand
Court of Cayman Islands
Chapter 15
Petitioner's
Counsel: Andrew Rosenblatt, Esq.
NORTON ROSE FULBRIGHT US LLP
1301 Avenue of the Americas
New York, NY 10019-6022
Tel: (212) 408-5559
(212) 408-5100
Fax: (212) 541-5369
Email:andrew.rosenblatt@nortonrosefulbright.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available at:
http://bankrupt.com/misc/nysb18-12814.pdf
MANHATTAN JEEP: Sale of All Non-Vehicle Assets to Bibendum Approved
-------------------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York authorized Manhattan Jeep Chrysler
Dodge, Inc., doing business as Manhattan Jeep Chrysler Dodge Ram,
and Manhattan Automotive, LLC, doing business as Alfa Romeo Fiat of
Manhattan, to sell assets (i) to substantially all of non-vehicle
assets and a portion of their vehicle inventory to Bibendum
Holdings, LLC or its designees or assignees; and (ii) to enter into
a settlement with certain of their creditors to facilitate the
consummation of the Sale, pursuant to the terms and conditions of
the Asset Sale Agreement dated Aug. 9, 2018 and the Stalking Horse
Stipulation dated Aug. 10, 2018.
Upon the Closing, the Dealer Agreements will be deemed terminated
and rejected. The FCA Entities and any of their affiliates will be
barred from asserting any claim against the Debtors arising from
the rejection and/or termination of the Dealer Agreements.
The Debtors and the Buyer will close the transactions contemplated
under the Sale Agreement by Oct. 5, 2018. If either party fails to
consummate the transactions contemplated by the Sale Agreement in
accordance with sections 4 and 5 of the Sale Agreement by Oct. 5,
2018, the other party may exercise all of its rights and remedies
under the Sale Agreement and other applicable law in connection
with the other party's failure to close as required by the Sale
Agreement and the Sale Order.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d) or any applicable provision of the Local Rules of the
Court, the Order will not be stayed after its entry, but will be
effective and enforceable immediately upon entry, and the 14-day
stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly
waived and will not apply.
About Manhattan Jeep
Manhattan Jeep Chrysler Dodge, Inc., is a family-owned and operated
car dealer based in New York. Manhattan Jeep offers a collection
of both new and used cars to customers in Manhattan, Queens, the
Bronx, and surrounding areas. The Company also offers car services
including oil changes and engine and transmission repairs. It also
provides state inspections and free body shop estimates and sells
vehicle parts.
Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive,
L.L.C., filed voluntary petitions for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10657 and
18-10661) on March 9, 2018. In the petitions signed by Patrick
Monninger, president of Manhattan Jeep, Manhattan Jeep estimated $1
million to $10 million in assets and $10 million to $50 million in
liabilities and Manhattan Automotive estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
The cases are assigned to Judge Michael E. Wiles. Eric J. Snyder,
Esq., at WILK AUSLANDER LLP, is the Debtor's counsel.
MAXAR TECHNOLOGIES: S&P Lowers ICR to 'BB-' and Outlook Stable
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Maxar
Technologies Ltd. (Maxar) to 'BB-' from 'BB' and revised the
outlook to stable.
S&P said, "At the same time we lowered our issue-level rating to
'BB-' from 'BB' on the company's first-lien credit facilities,
which comprise a $1.15 billion revolver due 2021 (can only be drawn
in U.S. dollars), a $100 million operating facility due 2021 (can
be drawn in U.S. dollars or Canadian dollars), a $250 million term
loan A1 due 2020, a $250 million term loan A2 due 2021, and a $2
billion term loan B due 2024. The '3' recovery rating is unchanged,
indicating our expectation of meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default.
"The downgrade reflects our belief that the geostationary
communications satellite market will not see meaningful recovery
for at least the next few years, which will result in Maxar's
earnings and cash flow being below our previous expectations in
2019 and 2020. We now expect Maxar's debt-to-EBITDA to be in the
4.2x-4.8x range in 2019, worse than our previous expectations of
around 4x. The geocommunications satellite market has been weak
since 2015, which has caused the revenue and earnings from the
company's space systems segment to decline over the past few years
as it completes previously won satellite contracts. We expected
this market to start recovering in 2018 or 2019, but we now believe
the market is unlikely to make a meaningful recovery for at least
the next two to three years as the customers shift to smaller
satellites that operate in low or medium earth orbit.
"The stable outlook on Maxar reflects our expectation that the
company's earnings will improve modestly as growth in other
business offsets the weaker geostationary communications satellite
segment. We do not assume a specific strategic option for the GEO
business but we expect the business to decline through 2019 and
then stabilize in 2020, with modest revenues and earnings. We
expect the company's debt-to-EBITDA metric to be 4.4x-4.8x in 2018
and 4.2x-4.6x in 2019.
"We could lower our rating on Maxar if the company's debt-to-EBITDA
rises above 5x and appears likely to stay high. This could occur if
the company's earnings decline because of continued weakness in
certain key markets or it unexpectedly loses contract awards. This
could also occur if debt leverage increases due to
weaker-than-expected cash from operations or higher capital
expenditures resulting from operational issues, or
higher-than-planned required investment in the Legion
constellation, or due to the choice of strategic option that
company makes with the GEO business.
"While unlikely, we could raise our rating on Maxar if its
debt-to-EBITDA drops below 4x in 2019 and we expect it to remain at
that level. This could occur if Maxar can restore adequate
profitability and cash generation in the GEO business, or if it
finds a buyer and sells that portion of the business at a favorable
price and uses the proceeds to pay down debt. This could also
happen if other segments grow faster than expected, resulting in a
higher-than-expected increase in earnings."
MELINTA THERAPEUTICS: Names Peter Milligan as CFO
-------------------------------------------------
Melinta Therapeutics, Inc. has appointed Peter Milligan as its new
chief financial officer, effective Sept. 18, 2018. He will succeed
current CFO Paul Estrem, who is retiring from Melinta on Oct. 1,
2018.
Milligan is an accomplished executive and established corporate
leader who brings nearly 30 years of financial leadership
experience, with extensive experience in managing all aspects of
corporate and operational financial matters, including numerous
capital market transactions.
"We are excited to have Peter join our leadership team at this
important moment for Melinta," said Dan Wechsler, president and CEO
of Melinta. "His nearly three decades of financial leadership
experience across all aspects of corporate and operational finance
will be a strong asset to our company as we continue to grow and
build upon our position as the world's leading dedicated
antibiotics company."
"I would like to thank Paul for his exceptional leadership during
the last five years with Melinta, helping to deliver the company to
the strong position it stands in today. He has been instrumental
in achieving numerous milestones, including the reverse merger with
Cempra, the acquisition of the Infectious Disease business from The
Medicines Company and the recent launch of Baxdela (delafloxacin).
He leaves the company well-positioned for future success."
Milligan most recently served as the chief financial officer of G&W
Laboratories, a privately held generic pharmaceutical company where
he had oversight and leadership of all financial aspects of the
company, including financial planning and analysis, accounting,
internal control, treasury, and tax. Prior to that he was senior
vice president and CFO of Exelis, Inc. (NYSE: XLS), a leading
global defense and aerospace company effective with its 2011
spin-off from ITT through the sale of the business to Harris Corp
in 2015. Prior to that he held various senior finance roles within
ITT, Inc. He also spent over 10 years at AT&T in roles of
increasing responsibility within their finance function.
Milligan holds a M.B.A. from New York University with a
concentration in Finance and Economics and a B.B.A. in Accounting
from Hofstra University.
In connection with Mr. Milligan's employment, the Company entered
into an offer letter pursuant to which Mr. Milligan is entitled to
an annual base salary of $450,000. In addition, Mr. Milligan will
be eligible to earn an annual bonus with a target equal to 40% of
his base salary, subject to the achievement of applicable Company
and specific individual performance objectives for each fiscal
year. Mr. Milligan's annual bonus for 2018 will be prorated to
reflect the portion of time he was employed by Melinta during the
year.
Pursuant to the terms of the offer letter, Mr. Milligan is entitled
to an employee inducement award of an option to purchase 370,000
shares of the Company's common stock at an exercise price equal to
the closing price of the Company common stock as reported by the
Nasdaq Global Market on the date of grant, Sept. 21, 2018. The
stock option grant has a 10-year term and will become twenty-five
percent (25%) vested on the one-year anniversary of Mr. Milligan's
date of hire, with the remaining shares vesting in equal monthly
installments thereafter over the next three years, subject to Mr.
Milligan's continued service with the Company through the
applicable vesting date.
About Melinta Therapeutics
New Haven, Connecticut-based Melinta Therapeutics, Inc. --
http://www.melinta.com/-- is a commercial-stage pharmaceutical
company focused on discovering, developing and commercializing
differentiated anti-infectives for the hospital and select
non-hospital, or community, settings that address the need for
effective treatments for infections due to resistant gram-negative
and gram-positive bacteria. The Company currently market four
antibiotics to treat a variety of infections caused by these
resistant bacteria.
Deloitte & Touche LLP, in Chicago, Illinois, the Company's auditor
since 2014, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Company's recurring losses from operations and its
need to obtain additional capital raise substantial doubt about its
ability to continue as a going concern.
Melinta reported a net loss available to common shareholders of
$78.17 million in 2017, a net loss available to common shareholders
of $95.04 million in 2016, and a net loss available to common
shareholders of $94.92 million in 2015. As of June 30, 2018,
Melinta had $514.6 million in total assets, $253.7 million in total
liabilities and $260.97 million in total shareholders' equity.
MICHAEL GALMOR: Proposes Hollis Auction of Yearling Cattle
----------------------------------------------------------
Michael Stephen Galmor asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of approximately
81 yearling cattle, including both mixed-breed heifers and steers,
free and clear of liens and other interests, by auction.
The Debtor owns the Cattle. He is informed and believes the Cattle
are of an age that will command the best prices at auction and are
otherwise a continuing expense to the bankruptcy estate. He
estimates that the Cattle will sell for approximately $70,000 at
auction after accounting for the fees and charges associated with
the sale. Such fees and charges are estimated to be approximately
$21 per head.
First State Bank of Mobeetie is the owner and holder of the
following note: Loan No. **176 - Indebtedness evidenced by
Promissory Note dated Feb. 1, 2017, in the original principal sum
of $80,005, due and payable to the Bank, executed by Steve Galmor.
The Note is secured by the Security Agreement dated Feb. 1, 2017
that includes the Debtor's livestock as collateral for same, among
other collateral. As of the Petition Date, the balance on the Note
is approximately $82,000.
The Debtor asks an Order from the Court authorizing it to sell the
Cattle through the Hollis Livestock Commission located at 921 N.
8th St., Hollis, Oklahoma 73550. The auction of the Cattle will
take place on Sept. 8, 2018, or on the earliest date thereafter
which such sale can be coordinated through the Hollis Auction.
The Debtor has received permission from First State Bank to proceed
with the auction of its collateral as set forth. He and the Bank
expect to present the Court with an Agreed Order authorizing the
sale, as well as authorizing the disbursement of the sale proceeds
to First State Bank, or as it otherwise may direct.
The sale of the Cattle will be free and clear of all liens, claims
and encumbrances, and all valid liens, claims and encumbrances of
First State Bank will attach to the proceeds of the sale.
The Debtor believes the sale, as proposed, is in the best interest
of all creditors of the estate and should be approved.
Proposed Counsel for Debtor:
Todd J. Johnston, Esq.
MCWHORTER, COBB & JOHNSON, LLP
1722 Broadway (79401)
P. O. Box 2547
Lubbock, TX 79408
Telephone: (806) 762-0214
Facsimile: (806) 762-8014
Michael Stephen Galmor owns and manages Galmor's/G&G Steam Service,
Inc. of Shamrock, Texas. He also raises cattle in his individual
capacity. Michael Stephen Galmor sought Chapter 11 protection
(Bankr. N.D. Tex. Case No. 18-20209) on June 19, 2018. The Debtor
tapped Max Ralph Tarbox, Esq., at Tarbox Law, P.C. as counsel.
MICHELE GERALDINE AMENT: City Bank Bid for Relief from Stay Granted
-------------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz granted City Bank's motion for
relief from stay in the bankruptcy case captioned In Re: Michele
Geraldine Ament, (Chapter 11), Debtor, Case No. 17-10314-j11
(Bankr. D.N.M.).
The Court has reviewed the docket in this case and finds that the
Debtor has failed to file a plan and disclosure statement on or
before July 16, 2018 as required by the Order Setting Deadlines and
the Order Resulting from Status Conference on Motion for Relief
from Stay. Further, the Court finds that neither Happy Camper
Management, LLC nor Clarke Coll, has filed objections to City
Bank's Stay Relief Motion. Further, the Court finds that the relief
granted in the Order is approved by Happy Camper Management, LLC
and Clarke Coll as noted by their signature blocks. Consistent with
the Court's rulings on the record at the status conference and
preliminary hearing, and with the Order Setting Deadlines, the
Order Resulting from Status Conference on Motion for Relief from
Stay, and the Order Vacating Final Hearing on Motion for Relief
From Stay, City Bank's Stay Relief Motion is granted.
The automatic stay which was entered pursuant to 11 U.S.C. section
362 is lifted against the real property described in the Mortgage
and Security Agreement between City Bank, the Debtor, and Eric
Ament dated June 27, 2013 and the Mortgage between City Bank, the
Debtor, and Eric Ament dated Feb. 11, 2003.
A copy of the Court's Order dated August 30, 2018 is available at
https://bit.ly/2MLyOSd from Leagle.com.
Michele Geraldine Ament, Debtor, represented by R. Trey Arvizu, III
-- trey@arvizulaw.com
United States Trustee, U.S. Trustee, represented by Leonard K.
Martinez-Metzgar, Office of the U.S. Trustee.
Michele Geraldine Ament filed for chapter 11 bankruptcy protection
(Bankr. D.N.M. Case No. 17-10314) on Feb. 12, 2017, and is
represented by R Trey Arvizu, III, Esq.
MONSTER CONCRETE: Plan Proposes Consolidation with Sister Company
-----------------------------------------------------------------
Monster Concrete LLC submits an amended disclosure statement in
connection with its Chapter 11 plan of reorganization dated Sept.
12, 2018.
Monster Concrete, LLC is a limited liability company which is
organized Indiana. It started doing business in Alabama in 2013.
The Debtor is related to Monster Concrete and Excavation, which is
also in Chapter 11, by common ownership.
Class 2.0 consists of all allowed general unsecured claim which is
impaired. The total amount of unsecured claims exceed $483,007.42.
The treatment of these allowed general unsecured claims in set
forth in Class 2.0 of the Monster Concrete and Excavation case.
As part of the implementation of its Plan, the Debtor has proposed
that its case be substantively consolidated with Monster Concrete
and Excavation, LLC upon confirmation of the Plan. Substantive
consolidation involves the pooling of the assets and liabilities of
two or more related entities; the liabilities of the entities
involved are then satisfied from the common pool of assets created
by consolidation. Substantive Consolidation is appropriate where
benefits of consolidation outweigh the harm it inflicts on
objecting parties if any.
In this case, there are good reasons to combine these companies.
All business currently being done by the two companies is being
done through Monster Concrete and Excavation. The majority of the
income is generated utilizing assets belonging to Monster Concrete
and the two companies share many of the same creditors. There would
also be cost savings by avoiding duplication by consolidation and
consolidation will recognize that which has been intended; that the
two companies really are just one.
A full-text copy of the Amended Disclosure Statement dated Sept.
12, 2018 is available at:
http://bankrupt.com/misc/alnb18-80280-11-39.pdf
About Monster Concrete
Based in Huntsville, Alabama, Monster Concrete and Excavation,
Inc., and Monster Concrete, LLC, are involved in the concrete
business and are owned by Steve Williams.
Monster Concrete and Excavation, Inc., and Monster Concrete, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ala. Case No. 18-80279 and 18-80280) on Feb. 1, 2018. Judge
Clifton R. Jessup, Jr., presides over the cases. Heard, Ary &
Dauro, LLC, is the Debtors' legal counsel.
No trustee, examiner or official committee has been appointed in
the Debtors' cases.
NEIGHBORS LEGACY: PCO Files 1st Interim Reports
-----------------------------------------------
Susan N. Goodman, RN JD, the Patient Care Ombudsman for Neighbors
Legacy Holdings, et al., filed first interim reports of her
evaluation regarding the quality of patient care provided at the
Debtors' various facilities.
For the Houston Metro Locations visited, inclusive of Crosby,
Copperfield, Baytown, Bellaire, Kingwood, Pasadena, Pearland and
Porter, the PCO did not observe significant decline or material
compromise in clinical services as contemplated by 11 U.S.C.
Section 333(b). Accordingly, the PCO is comfortable maintaining a
60-day site visit interval, if a second visit is necessary relative
to the speed at which the sale process has proceeded in this case.
For the Northeast Texas Locations visited, inclusive of centers in
Paris and Texarkana, Texas, the PCO did not observe significant
decline or material compromise in clinical services as contemplated
by Section 333(b). The Facility Director at the Paris location
reported historical challenges with staying fully staffed in the
Radiology Technician ("RT") role, an operational issue unrelated to
the bankruptcy. Accordingly, many RT shifts are covered by PRN
staff. The PCO noted the RT shift was being covered by a team
member from a West Texas location who was visiting family in the
area. Staff departures associated with the bankruptcy process were
denied at both locations. The PCO did note that the Paris Facility
Director worked mid-shift hours to assist with team coverage during
busier clinic hours.
For the Beaumont, Orange Metro, and Port Arthur Locations visited
-- Golden Triangle -- because the staff float to cover shifts as
needed between these three locations, having a single successful
bidder for all Golden Triangle locations was viewed by staff as a
positive. PCO noted that biomedical equipment servicing was
up-to-date at these facilities. The annual physicist calibration
was noted as coming due October 2018 for the Beaumont location. PCO
will remain engaged to confirm that the review occurs.
For the South Texas Locations visited, inclusive of centers in
Harlingen, McAllen, and Brownsville, Texas, they remain consistent
with what PCO will loosely call the "standard" layout of seven
patient rooms and a separate triage area. The PCO confirmed at the
SOTX and other locations the presence of appropriate ultrasound
("US") technician coverage on an on-call basis and could see
activity in this area through the sign-in logs.
For centers in Amarillo, Lubbock, Midland, Odessa, and El Paso
locations -- West Texas Locations -- the PCO said the El Paso
location experienced a gap in lab courier coverage due to the
bankruptcy process. On the day of PCO's site visit, courier
service was reported as reinstated. In the interim, the clinic
manager or other available staff were personally driving lab
samples to the reference laboratory, approximately a 20-minute
commute one way in typical traffic. Patient treatment delays
related to the service interruption were denied. The El Paso
location also sent a copy of the physicist report to PCO once
received since that report was in transit at the time of PCO's
visit. All other annual physicist calibration reports were current
at the other locations.
For the Austin/Mueller Location, the physician on duty during PCO's
site visit happened to be Austin's medical director and was quite
knowledgeable about Austin and other various centers. He denied
patient care impact related to the bankruptcy process. Staff
indicated that they had the necessary supplies to meet patient
needs. Not unlike the other centers visited thus far, early supply
hiccups were reported, without patient impact, as new accounts and
vendor relationships were established.
A full-text copy of the First Interim Report for Houston Metro is
available at:
http://bankrupt.com/misc/txsb18-33836-486.pdf
A full-text copy of the First Interim Report for NETX is available
at:
http://bankrupt.com/misc/txsb18-33836-488.pdf
A full-text copy of the First Interim Report for Golden Triangle is
available at:
http://bankrupt.com/misc/txsb18-33836-487.pdf
A full-text copy of the First Interim Report for SOTX is available
at:
http://bankrupt.com/misc/txsb18-33836-335.pdf
A full-text copy of the First Interim Report for West Texas
Locations is available at:
http://bankrupt.com/misc/txsb18-33836-334.pdf
A full-text copy of the First Interim Report for Austin is
available at:
http://bankrupt.com/misc/txsb18-33836-333.pdf
About Neighbors Legacy Holdings
Neighbors Legacy Holdings -- http://www.neighborshealth.com/-- and
its subsidiaries currently operate 22 freestanding emergency
centers throughout the State of Texas, including in the greater
Houston area, South Texas, El Paso, the Golden Triangle, the
Panhandle, and the Permian Basin. The Emergency Centers are
designed to offer an attractive alternative to traditional hospital
emergency rooms by reducing wait times, providing better working
conditions for physicians and staff, and giving patient care the
highest possible priority. The Debtors were founded in Houston in
2008 by nine emergency room physicians.
EDMG, LLC, Neighbors Legacy Holdings and several affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 18-33836) on July 12, 2018. In the petition
signed by Chad J. Shandler, its chief restructuring officer, the
Debtor disclosed less than $50,000 in assets and less than $50,000
in liabilities. Shandler is with CohnReznick LLP.
Judge Marvin Isgur presides over the cases. John F Higgins, IV,
Esq., at Porter Hedges LLP, serves as counsel to the Debtors. They
hired Houlihan Lokey Capital, Inc., as investment bankers.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on July 23, 2018. The committee has hired Cole
Schotz P.C. as its legal counsel.
NEOVASC INC: 100th Patient Received Reducer Therapy in Germany
--------------------------------------------------------------
Neovasc, Inc. said in a press release that a Neovasc Reducer has
now been implanted in 100 patients in Germany. The Reducer is a
wire mesh implanted into a vein in the heart which treats patients
with refractory angina.
A growing number of patients suffer from significant angina despite
optimal medication and prior revascularisations (via percutaneous
coronary intervention or coronary artery bypass graft), or when
revascularization is not feasible or when the risks is too great.
Refractory angina can lead to significant disability, limited
quality of life, multiple medications and frequent hospital
admissions.
"This important milestone in Germany was reached earlier than
originally anticipated, thanks in large part to the Reducer being
awarded NUB-status 1 earlier this year. With awareness of the
Reducer therapy continuing to build among cardiologists, we are
well on our way to tripling the number of implants in Germany for
2018 as compared to last year," stated Fred Colen, president and
chief executive officer of Neovasc.
Dr. Steffen Schnupp, Klinikum Coburg, Germany, commented "We see a
growing number of patients presenting with refractory angina,
despite optimal medical treatment and revascularization therapies.
The Reducer therapy is a welcome option for these patients in my
center."
Dr. Schnupp and his colleague, Dr. Ashraf Salem, implanted the
100th Reducer in Coburg, Germany. The procedure was uneventful and
lasted less than 30 minutes.
"We have treated over 25 patients with the Reducer and observe a
high success rate. Ninety percent of our patients have reported a
relief of symptoms and an improved quality of life," said Dr.
Salem.
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.
Neovasc reported a net loss of US$22.91 million on US$5.38 million
of revenue for the year ended Dec. 31, 2017, compared to a net loss
of US$86.49 million on US$9.51 million of revenue for the year
ended Dec. 31, 2016. As of June 30, 2018, Neovasc had US$23.88
million in total assets, US$28.04 million in total liabilities and
a total deficit of US$4.15 million.
Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million. The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.
NEOVASC INC: Share Consolidation Takes Effect
---------------------------------------------
Neovasc Inc. has filed articles of amendment, effective Sept. 18,
2018, to effect the previously announced share consolidation
(reverse stock split) of its issued and outstanding common shares
on the basis of one post-Consolidation Common Share for every 100
pre-Consolidation Common Shares. The consolidation will reduce the
number of Common Shares issued and outstanding from approximately
1,901,639,980 Common Shares to approximately 19,016,405 Common
Shares. The Common Shares are expected to commence trading on the
Toronto Stock Exchange and on the Nasdaq Capital Market on a
post-Consolidation basis on or about the opening of trading on
Sept. 21, 2018.
The Company's transfer agent, Computershare Investor Services Inc.,
has sent a letter of transmittal dated Sept. 18 to the registered
holders of Common Shares. The letter of transmittal will contain
instructions on how to surrender Common Share certificates
representing pre-Consolidation Common Shares to the transfer agent.
Shareholders may also obtain a copy of the letter of transmittal
by accessing the Company's SEDAR profile at www.sedar.com or the
Company's EDGAR profile at www.sec.gov. Until surrendered, each
certificate representing pre-Consolidation Common Shares will be
deemed for all purposes to represent the number of Common Shares to
which the holder thereof is entitled as a result of the
Consolidation. If shareholders hold their Common Shares through an
intermediary and they have questions in this regard, they are
encouraged to contact their intermediaries.
The Company's new CUSIP number is 64065J205 and its new ISIN number
is CA64065J2056.
For additional information regarding the Consolidation, please
refer to the Company's Notice of Annual General and Special Meeting
of Shareholders and Management Information Circular dated May 2,
2018, which are available on SEDAR at www.sedar.com or EDGAR at
www.sec.gov.
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.
Neovasc reported a net loss of US$22.91 million on US$5.38 million
of revenue for the year ended Dec. 31, 2017, compared to a net loss
of US$86.49 million on US$9.51 million of revenue for the year
ended Dec. 31, 2016. As of June 30, 2018, Neovasc had US$23.88
million in total assets, US$28.04 million in total liabilities and
a total deficit of US$4.15 million.
Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million. The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.
NINEQUARE HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: NineSquare Holdings LLC
4470 W Sunset Blvd #90163
Los Angeles, CA 90027
Business Description: NineSquare Holdings LLC filed as a Single
Asset Real Estate Debtor (as defined in
11 U.S.C. Section 101(51B)). The Company
is the fee simple owner of a real property
located at 401 S. Berkeley Ave, Pasadena,
CA 91107 with an appraised value of $1.65
million.
Chapter 11 Petition Date: September 18, 2018
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 18-20918
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Andrew Moher, Esq.
MOHER LAW GROUP
5560 La Jolla Blvd, Suite D
La Jolla, CA 92037
Tel: 619-269-6204
Fax: 619-923-3303
E-mail: amoher@moherlaw.com
Total Assets: $1,650,436
Total Liabilities: $1,355,615
The petition was signed by Brian Lam, managing member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb18-20918.pdf
NORTHERN OIL: Closes Pivotal Petroleum Partners Acquisition
-----------------------------------------------------------
Northern Oil and Gas, Inc., has completed the acquisition of
certain oil and gas properties and interests from affiliates of
Pivotal Petroleum Partners LP and Pivotal Petroleum Partners II
LP,, namely Pivotal Williston Basin, LP and Pivotal Williston Basin
II, LP, effective as of June 1, 2018. The acquired assets
primarily consist of a package of producing wells, with the Company
acquiring approximately 20.8 net producing wells and 2.2 net wells
in process, as well as approximately 444 net acres in North Dakota.
"Closing this highly accretive acquisition will drive free cash
flow generation and strengthen our production base," commented
Northern's Chief Executive Officer, Brandon Elliott. "This
transaction serves to benefit all stakeholders by simultaneously
growing cash flow per share and improving our credit metrics."
In accordance with their respective purchase and sale agreement,
Pivotal Williston Basin, LP received $14.6 million and 5,930,100
shares of the Company's common stock, par value $0.001 per share
and Pivotal Williston Basin II, LP received $46.0 million and
19,823,478 shares of Common Stock. In each case, the cash portion
of the initial consideration is net of preliminary and customary
purchase price adjustments and remains subject to final
post-closing settlement between the Company and each Pivotal
Entity, which are expected to be finalized during the first quarter
of 2019. The Company funded the cash portion of the closing
payments with cash on hand.
Each Purchase Agreement provides for a limited lock-up on the
shares issued at closing over a 13-month post-closing period, and
also provides for potential additional consideration to be paid by
the Company during the 13-month post-closing period if its Common
Stock trades below certain price targets. Any such additional
consideration may be paid, at the Company's election, in either
cash or additional shares of Common Stock.
In accordance with the Purchase Agreements, the Company entered
into a Registration Rights Agreement with the Pivotal entities,
dated Sept. 17, 2018, which obligates the Company to prepare and
file a registration statement covering the resale of the shares of
Common Stock issued and issuable under the Purchase Agreements and
to seek and maintain effectiveness of the same. The Company has
agreed, among other things, to indemnify the selling stockholders
under the registration statement with respect to certain
liabilities and to pay all fees and expenses incident to the
Company's obligations under the Registration Rights Agreement.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of June 30, 2018, Northern Oil had $883.08 million in
total assets, $1.03 billion in total liabilities and a total
stockholders' deficit of $147.82 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
NORTHERN OIL: Completes Consent Solicitation and Debt Exchanges
---------------------------------------------------------------
Northern Oil and Gas, Inc., has successfully completed its
previously announced consent solicitation with respect to its
outstanding 8.50% senior secured second lien notes due 2023. In
addition, Northern has entered into two final, separately
negotiated exchange agreements with institutional holders of its 8%
senior unsecured notes due 2020, representing further debt
reduction of $23.4 million in exchange for common stock.
CONSENT SOLICITATION
In connection with its previously announced consent solicitation
with respect to the Company's outstanding Senior Secured Notes, it
has received the consents from holders of 100% of the aggregate
principal amount of the Senior Secured Notes outstanding to, among
other things, (a) amend the indenture governing the Senior Secured
Notes to (i) incorporate customary mechanics for the issuance of
additional Senior Secured Notes thereunder; (ii) provide for the
entry into a new revolving credit facility; (iii) permit the
Company to make certain restricted payments; and (iv) incorporate
updates to the reporting, debt, hedging, investments and additional
collateral covenants and (b) permit certain corresponding changes
to the related intercreditor agreement, subject to the terms and
conditions described in the Consent Solicitation Statement dated
Sept. 11, 2018. The Consent Solicitation expired at 5:00 p.m., New
York City time, on
Sept. 17, 2018.
Accordingly, the Company expects to execute a supplemental
indenture to the Indenture, effecting the Proposed Amendments. The
Company expects to make the payment of the aggregate cash payment
equal to $0.015 per $1.00 principal amount of Senior Secured Notes
on or around Oct. 10, 2018. The Supplemental Indenture will only
become operative upon the payment of the Consent Payment. The
Company's obligation to accept and pay holders the Consent Payment
for valid and unrevoked Consents to the Proposed Amendments with
respect to the applicable series of Notes is subject to the terms
and conditions described in the Consent Solicitation Statement.
RBC Capital Markets is the solicitation agent for the Consent
Solicitation. Ipreo LLC is acting as the information agent and
tabulation agent for the Consent Solicitation. Questions regarding
the Consent Solicitation may be directed to RBC Capital Markets by
phone at (877) 381-2099 (toll free) or (212) 618-7843 (collect) or
by e-mail at liability.management@rbccm.com. Requests for Consent
Solicitation Statements may be directed to Ipreo LLC at (866)
406-2283 (toll free) or by email to consent@ipreo.com.
DEBT EXCHANGES
On Sept. 14, 2018, Northern entered into two final, separately
negotiated exchange agreements with institutional holders of its 8%
senior unsecured notes due 2020. The new agreements, together,
represent a debt reduction of $23,351,000 par value of Notes in
exchange for 7,500,825 shares of common stock to be issued to the
holders on or about Sept. 19, 2018. Both holders have agreed to a
limited thirteen month lock-up period, subject to certain
exceptions, with the potential for additional cash payments
depending on future share price performance.
Northern has previously announced similar exchanges since June 2018
totaling $77.15 million in principal amount of Notes, many of which
provided for potential additional consideration depending on
Northern's stock price performance. Due to strong stock price
performance, approximately 40% of the shares issued in such
exchanges have been sold and are no longer subject to any potential
additional consideration. Based on Northern's current share price,
any potential additional consideration due to such exchange
agreements would equate to a value of less than $2 million.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of June 30, 2018, Northern Oil had $883.08 million in
total assets, $1.03 billion in total liabilities and a total
stockholders' deficit of $147.82 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
NORTHERN OIL: Inks 1st Supplemental Indenture Regarding 8.5% Notes
------------------------------------------------------------------
Northern Oil and Gas, Inc. has entered into the First Supplemental
Indenture to the indenture governing its 8.50% Senior Secured
Second Lien Notes due 2023. As previously announced, Northern
received the requisite consents to enter into the First
Supplemental Indenture on Sept. 17, 2018.
The First Supplemental Indenture, among other things, (a) amends
the Indenture to (i) incorporate customary mechanics for the
issuance of additional senior secured notes thereunder; (ii)
provide for the entry into a new credit facility; (iii) permit the
Company to make certain restricted payments; and (iv) incorporate
updates to the reporting, debt, hedging, investments and additional
collateral covenants and (b) permit certain corresponding changes
to the related intercreditor agreement. The Supplemental Indenture
became effective immediately upon execution and the Amendments will
become operative upon payment by the Company of the aggregate
consent fee payable in respect of the solicitation on or around
Oct. 10, 2018. Upon becoming operative, the Amendments to the
Indenture will apply to all holders of the Senior Secured Notes.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of June 30, 2018, Northern Oil had $883.08 million in
total assets, $1.03 billion in total liabilities and a total
stockholders' deficit of $147.82 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
NORTHERN OIL: Moody's Hikes CFR to B3 & Sr. Unsec. Notes to Caa2
----------------------------------------------------------------
Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s
Corporate Family Rating to B3 from Caa1, its Probability of Default
Rating to B3-PD from Caa1-PD and the ratings on its senior
unsecured notes to Caa2 from Caa3. Moody's assigned Caa1 ratings to
NOG's existing second lien secured notes due 2023 and proposed
senior secured second lien tack-on notes due 2023. The Speculative
Grade Liquidity Rating was upgraded to SGL-2 from SGL-3. The rating
outlook is stable.
Net proceeds from the tack-on second lien notes, together with
borrowings under its new revolving credit facility and cash, will
be used to repay its first lien term loan and the remaining senior
unsecured notes due June 2020. Moody's will withdraw the ratings on
the senior unsecured notes after they are retired.
"The credit profile of Northern Oil & Gas has benefitted from
improving cash flows from meaningful production growth and the
refinancing transactions, that extend the debt maturities," stated
James Wilkins, Moody's Vice President.
Upgrades:
Issuer: Northern Oil and Gas, Inc
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Corporate Family Rating, Upgraded to B3 from Caa1
Senior Unsecured Notes, Upgraded to Caa2 (LGD6) from Caa3 (LGD5)
Assignments:
Issuer: Northern Oil and Gas, Inc
Senior Secured Notes, Assigned Caa1(LGD4)
Outlook:
Issuer: Northern Oil and Gas, Inc
Outlook, Stable
RATINGS RATIONALE
The upgrade of NOG's CFR to B3 reflects improvements in its
operating performance, capital structure and credit metrics. After
multiple debt exchanges and the proposed debt refinancing, NOG will
have lowered its debt balances, extended the average maturity of
its debt and lowered its interest cost. The refinancing transaction
will modestly add debt, but Moody's expects debt balances will be
lower by year-end 2019 as free cash flow is applied towards
reducing revolver borrowings. NOG's credit metrics have benefitted
from increases in oil prices as well as partially equity-financed
acquisitions.
NOG's B3 CFR reflects its elevated, but improving leverage, better
asset coverage of debt, limited scale and Moody's expectation that
NOG's cash flows will meaningfully improve through 2019. Moody's
expects the company to generate positive free cash flow through
2019 that will be used to reduce borrowings under its revolver.
Higher production volumes and cash flows are benefiting from NOG' s
2018 capital expenditures that are almost double 2017 levels and
acquisitions that include existing production volumes. Moody's
expects NOG will continue to pursue modest-sized bolt-on
acquisitions. NOG has hedged a portion of its oil production three
years into the future, which will limit the volatility in its
revenue, as well as somewhat reduce the benefit NOG realizes from
improvements in oil prices. Notwithstanding its oil-weighted
production mix, a heavy interest burden and basis differentials are
a drag on NOG's profits, although, its interest burden will improve
following the refinancing transaction. Moody's projects NOG's
retained cash flow (RCF) to debt ratio will improve to over 25% by
year-end 2018 and exceed 40% by year-end 2019, assuming WTI crude
oil prices of $65/bbl for the remainder of 2018, and $60/bbl in
2019. The rating is supported by NOG's strong acreage position,
considerable well diversity for a company of its size and the
diversity and operational track record of its operating partners.
Moody's estimates that the PV-10 value of the company's reserves
provides good asset coverage of its net debt.
The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity, supported by Moody's expectation NOG will generate
positive free cash flow through 2019, existing cash balances and
availability under the proposed revolving credit facility. Pro
forma for the refinancing transactions, NOG had $169 million of
cash as of June 30, 2018, which together with available borrowing
capacity under its revolver will be sufficient to fund NOG's
acquisitions and increased drilling program. NOG's revolving credit
facility will have commitments totalling $425 million. Under the
revolving credit agreement, the financial covenants include a
maximum net debt / EBITDAX ratio 4.0x (with cash netting limited to
$50 million), and a minimum current ratio of 1.0x. Moody's expects
that NOG will remain in compliance with these covenants through
2019. The company's next long-term debt maturity is the second lien
notes due May 2023. Substantially all of the company's assets are
pledged as security under the credit facility, which limits the
extent to which asset sales can provide a source of additional
liquidity.
NOG's second lien senior secured notes are rated Caa1, one notch
below the company's B3 CFR, consistent with Moody's Loss Given
Default Methodology. The capital structure following the
refinancing transactions will be comprised of the first lien
secured revolving credit facility and two tranches of second lien
secured notes totaling almost $700 million. The proposed first lien
revolving credit facility has a more senior priority claim on
assets than the second lien notes, resulting in the second lien
notes being rated one notch below the CFR.
The stable outlook reflects Moody's expectation that NOG will grow
its production and free cash flow, improving its scale and credit
metrics. The ratings could be upgraded if NOG continues to
sustainably grow its production such that it approaches 50 mboe/d,
while sustaining its RCF/debt over 30%. A downgrade may be
considered if production volumes decline, liquidity deteriorates,
or RCF/debt falls below 20%.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Northern Oil and Gas, Inc., headquartered in Minnetonka, Minnesota,
owns non-operated working interests in oil and gas wells and
acreage primarily in the Bakken and Three Forks formations of the
Williston Basin in North Dakota and Montana.
NORTHERN OIL: Proposes $350 Million Private Notes Offering
----------------------------------------------------------
Northern Oil and Gas, Inc. intends to offer for sale in a private
placement under Rule 144A and Regulation S of the Securities
Exchange Act of 1933, as amended, to eligible purchasers, $350
million in aggregate principal amount of additional 8.50% Senior
Secured Second Lien Notes due 2023.
The Company intends to use the net proceeds from this private
placement to repay borrowings outstanding under its term loan
credit facility and the remainder, if any, for general corporate
purposes. The offering is subject to, among other conditions, the
supplemental indenture entered into on Sept. 18, 2018 becoming
operative prior to the closing of the offering for New Senior
Secured Notes.
The New Senior Secured Notes to be offered will not be registered
under the Securities Act or under any state or other securities
laws, and the New Senior Secured Notes will be issued pursuant to
an exemption therefrom, and may not be offered or sold within the
United States, or to or for the account or benefit of any U.S.
Person, absent registration or an applicable exemption from
registration requirements.
The New Senior Secured Notes are being offered only to persons who
are either reasonably believed to be "qualified institutional
buyers" under Rule 144A or who are non-"U.S. persons" under
Regulation S as defined under applicable securities laws.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of June 30, 2018, Northern Oil had $883.08 million in
total assets, $1.03 billion in total liabilities and a total
stockholders' deficit of $147.82 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
NORTHSTAR OFFSHORE: Peregrine Allowed to Late-File Proof of Claim
-----------------------------------------------------------------
Bankruptcy Judge Marvin Isgur granted Peregrine Oil and Gas, LP's
motion for leave to late-file its proof of claim but denied
Peregrine Oil and Gas II, LLC's motion for leave to amend their
timely filed proof of claim.
Northstar Offshore Group, LLC initiated an adversary proceeding to
collect unpaid debts it claims are owed under Production Handling
Agreements (PHA) with Peregrine Oil and Gas, LP and Peregrine Oil
and Gas II, LLC. In response, Peregrine filed counterclaims against
Northstar alleging tortious interference with existing contracts
and prospective business relationships. Peregrine II also filed
counterclaims against Northstar, asserting that Northstar breached
the Offshore Operating Agreement between the parties. To support
these counterclaims, Peregrine filed a motion for leave to
late-file a proof of claim while Peregrine II filed a motion to
amend their timely filed Proof of Claim No. 146.
Peregrine and Peregrine II argue that no prejudice to Northstar has
occurred because Northstar was aware of its claims. Northstar
responds that allowing a late-filed proof of claim and amendment
would upset its confirmed plan of liquidation, which weighs in
favor of the Court dismissing the motion.
Under the terms of the PHA, Peregrine relied on Northstar's
processing facility to supply its existing contracts with natural
gas. Northstar first sent Peregrine notice of its intent to
terminate the PHA on Oct. 13, 2016, and according to the terms of
the PHA, unless the parties settled on new terms, the PHA would
automatically terminate 90 days after Northstar issued its notice
of intent. However, the parties continued their negotiations and
Northstar provided intermittent performance under the PHA past the
90-day deadline and into late-April 2017 when Peregrine sent its
final offer to Northstar. Northstar never replied to this offer and
on May 1, 2017, the High Island facility ceased operations, which
in turn shut-in Peregrine's well.
The PHA formed the basis of the pre-petition relationship between
Northstar and Peregrine and Northstar's notice regarding its intent
to terminate the PHA fits squarely within the pre-petition
relationship test as pre-petition conduct giving rise to a claim.
Since the terms of the PHA empowered Northstar to unilaterally
terminate the PHA, Peregrine's right to payment began not later
than Northstar's notification on Oct. 13, 2016, under the broad
definition of claim in 11 U.S.C. section 101(5).
Despite the pre-petition nature of the claim, it is undisputed that
the parties continued both negotiations and performance under the
PHA for several months beyond the claims bar date. It would be
unfair to hold Peregrine to the claims bar date while Northstar
simultaneously continued its negotiations with Peregrine and
performance under the PHA. Peregrine has satisfied the burden of
demonstrating a sufficient reason for its delay in filing its proof
of claim.
Peregrine II was provided adequate time to file a timely proof of
claim but failed to do so. Although Peregrine II claims to have
made offers and counterproposals to Northstar in the interim, these
negotiations do not mirror those regarding the PHA where the
parties had a realistic opportunity to resolve their dispute and
continued performing under the contract. Accordingly, Peregrine
II's motion for leave to late-file a proof of claim regarding
Northstar's failure to perform in a good and workmanlike manner is
denied.
Although Northstar disputes whether Peregrine and Peregrine II's
motion was filed in good faith, its basis for suggesting that it
was not arises from the fact that "Peregrine has not offered any
reasons for its delay" and "failed to carry its burden on this or
any factor." Contrary to Northstar's assertion, the Court finds no
evidence in the record suggesting that Peregrine has failed to act
with good faith in filing its motion.
A copy of the Court's Memorandum Opinion dated Sept. 14, 2018 is
available at:
http://bankrupt.com/misc/txsb16-34028-1275.pdf
About Northstar Offshore Group
Northstar Offshore Group, LLC, is an independent oil and gas
exploration and production company that focuses on acquisition and
recompletion, development drilling, and low-risk exploration in the
waters of the Gulf of Mexico.
Three creditors filed an involuntary Chapter 11 petition against
Northstar Offshore Group on Aug. 12, 2016. The petitioning
creditors are Montco Oilfield Contractors, LLC, Alliance Offshore,
LLC, and Alliance Energy Services, LLC. The creditors are
represented by DLA Piper (US) LLP.
On Dec. 2, 2016, the Debtor agreed to convert the involuntary case
to a voluntary case by filing a voluntary Chapter 11 petition
(Bankr. S.D. Tex. Case No. 16-34028). Lydia T. Protopapas, Esq.,
at Winston & Strawn LLP serves as the Debtor's legal counsel.
On Dec. 19, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired DLA
Piper LLP as legal counsel, and FTI Consulting, Inc., as financial
advisor.
OFFSHORE SPECIALTY: Oct 18. Confirmation Hearing on Committee Plan
------------------------------------------------------------------
Bankruptcy Judge Marvin Isgur issued an order approving the
Official Committee of Unsecured Creditors' first amended disclosure
statement, dated Sept. 10, 2018, describing their first amended
chapter 11 plan of liquidation for Debtor Offshore Specialty
Fabricators, LLC.
Oct. 11, 2018 at 5:00 p.m., prevailing Central Time, is fixed as
the last day for returning Ballots accepting or rejecting the Plan,
and fixed as the last day for filing and serving written objections
to the confirmation of the Plan.
Oct. 18, 2018, at 9:30 a.m., prevailing Central Time, is fixed for
the hearing on confirmation of the Plan. The hearing will be held
in Courtroom 404, at the United States Courthouse, 515 Rusk Avenue,
Houston, Texas 77002.
About Offshore Specialty Fabricators
Offshore Specialty Fabricators, LLC -- http://www.osf-llc.com/--
provides decommissioning project management utilizing its heavy
lift derrick barges for the installation and removal of oil and gas
facilities in the Gulf of Mexico. Its facility is located at 115
Menard Rd. in Houma, Louisiana.
Offshore Specialty has been providing offshore construction
solutions to the international and domestic oil and gas industry
for more than 20 years.
Offshore Specialty sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35623) on Oct. 1,
2017. In the petition signed by CEO Tammy Naron, the Debtor
estimated assets of $50 million to $100 million and estimated
liabilities of $10 million to $50 million.
The Debtor hired Diamond McCarthy LLP as counsel, and Koch &
Schmidt Law Firm, as special counsel.
Judge Marvin Isgur presides over the case.
On Oct. 25, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
OXFORD FINANCE: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on Oxford Finance LLC. The outlook remains stable. At the
same time, S&P affirmed its 'B+' senior unsecured debt rating.
S&P said, "Our rating on Oxford reflects its niche position in the
health care lending market, characterized by broad industry
relationships and an experienced management team. As of June 30,
2018, Oxford had 175 loans to 109 different obligors with a total
outstanding balance of approximately $1.7 billion. As of the same
date, 58% of its portfolio was senior secured term loans to life
sciences companies and 33% was senior secured term loans to health
care services companies. Asset-based revolving lines of credit,
senior secured term loans, and cash flow and equipment loans made
up the balance. We expect the investment mix to hold.
"The stable outlook on Oxford reflects our expectation that the
company will operate with conservative leverage between 2.0x and
2.75x and that prudent underwriting will ensure minimal realized
credit losses and sound profitability over the next 12 months. We
also expect the company to ensure that its funding vehicles remain
in compliance with their financial covenants.
"We could lower our rating if leverage, as measured by debt to
adjusted total equity, rises beyond 2.75x. We could also lower the
rating if portfolio credit quality deteriorates more than we
expect, particularly if that puts pressure on any of the company's
secured debt covenants.
"We could raise our rating on Oxford if the company reduces
leverage below 2.0x and continues to demonstrate a strong record of
credit losses and profitability over the next 12 months. Moreover,
a higher rating is possible if the company substantially
unencumbers its balance sheet."
PARADISE AMUSEMENTS: Court Confirms Amended Reorganization Plan
---------------------------------------------------------------
Bankruptcy Judge Frederick P. Corbit confirms the amended plan of
reorganization filed by Debtor Paradise Amusements, Inc.
The Court finds that the Plan has been proposed in good faith and
not by any means forbidden by law.
The Plan provides for the continued operations of Paradise and the
distribution of funds to the holders of liquidated Allowed Claims
in accordance with their statutory priority. There will be no need
for further financial reorganization.
Each holder of a claim or interest has accepted the Plan or will
receive or retain under the Plan, property of a value, as of the
Effective Date of the Plan, that is not less than the amount that
such holder would receive or retain if Paradise was liquidated
under Chapter 7 of the Code on such date, the Plan does not
discriminate unfairly, and is fair and equitable with respect to
each class of claims or interests that are impaired under the
Plan.
All payments made or promised by Paradise by a person issuing
securities or acquiring property under the Plan or by any other
person for services or for costs and expenses in, or in connection
with, the Plan and incident to the case, have been fully disclosed
to the Court and are reasonable or, if to be fixed after
confirmation of the Plan, will be subject to approval of the
Court.
Confirmation of the Plan is not likely to be followed by the need
for further financial reorganization of Paradise.
The Plan will be substantially consummated upon commencement of
distributions under the Plan, upon payment of all administrative
expenses upon allowance or as otherwise agreed, and upon the
conclusion of all contested matters.
The bankruptcy case is in re: PARADISE AMUSEMENTS, INC., Chapter
11, Debtor, No. 17-03362-FPC11 (Bankr. E.D. Wash.).
A copy of the Court's Findings dated August 30, 2018 is available
at https://bit.ly/2OwGvgB from Leagle.com.
Paradise Amusements, Inc., Debtor, represented by Bruce K.
Medeiros, Davidson Backman Medeiros.
US Trustee, U.S. Trustee, represented by James D. Perkins, US Dept
of Justice/US Trustee Office.
About Paradise Amusements Inc.
Headquartered in Post Falls, Idaho, Paradise Amusements, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
17-03362) on Nov. 16, 2017. In its petition, the Debtor disclosed
that it had estimated assets of less than $1 million and
liabilities of less than $1 million.
Judge Frederick P. Corbit presides over the case. Bruce K.
Medeiros, Esq., at Davidson Backman Medeiros is the Debtor's
bankruptcy counsel.
PERATON CORP: Moody's Affirms B3 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Peraton
Corp. to negative from stable and affirmed all ratings including
the B3 Corporate Family rating. The first lien term loan rated B1
has been upsized by $130 million following the acquisition of SRI
in April 2018. This incremental loan is currently being syndicated.
RATING RATIONALE
The negative outlook considers a larger free cash flow deficit
since the third quarter of 2017 than Moody's had expected when it
first assigned ratings to Peraton in April 2017. Following its
carve-out from Harris Corporation, the company faced unexpected
challenges in transitioning to standalone operating systems and
incurred other one-time costs. Management states that delays in
technical transition and business record initiation complicated the
establishment of independent operating systems. The resultant cash
burn has weakened liquidity relative to expectations. The
acquisition of SRI, the significant investment in a new management
team with a focus on about doubling the volume of contract bidding,
retaining important contracts coming up for re-bid and operating
without a chief financial officer are factors that have increased
the company's execution risk, which the negative outlook also
reflects.
Moody's also believes that additional acquisitions could also
occur, potentially delaying de-leveraging of the balance sheet.
Clarity of income generation and free cash flow potential may be
low until 2019 when the majority of system development-related
non-recurring costs wind down and internally-generated cash flow
improves.
Affirmation of the B3 CFR considers Peraton's historically strong
contract re-compete win rate, a robust bid pipeline, and the
favorable defense budgetary setting. Moody's expects Peraton's 2018
revenues should be around $1 billion, with at least low single
digit percentage growth in 2019.
The company's largest contract, comprising over 15% of sales, will
re-compete in 2019 and while margin under the program is likely
below Peraton's typical contract margin, the contract's large
revenue stream absorbs overhead. Retaining this contract, or
replacing it if not kept, will be important for supporting
operating margins and the B3 CFR.
Peraton's portfolio should support close to 10% EBITDA margin once
one-time costs normalize at an estimated $5 million per annum or
less. Technical specialization on national security voice/data
networks positions the company well for coming years as the
importance of assured communications rises and extends across many
contracts/systems.
Moody's anticipates that Peraton will generate free cash flow of at
least $10 million over the second half of 2018, with cash rising by
year end. In 2019 free cash flow of $20 million or higher should be
achievable.
The B3 CFR also recognizes that concurrent with the pending
incremental term loan syndication, a compliance waiver is expected
related to a financial reporting affirmative covenant of the first
lien credit agreement. Moody's will view Peraton's liquidity
profile to be adequate once the waiver is executed.
Upward rating momentum would depend on backlog growth or
debt/EBITDA closer to 5x with annual free cash flow approaching $50
million on a sustained basis.
Downward rating pressure will build with negative contract
developments, if free cash flow deficits continue in the second
half of 2018, if free cash flow does not exceed $15 million in
2019, or if utilization of the revolver increases above $10
million.
Outlook Actions:
Issuer: Peraton Corp.
Outlook, Changed To Negative From Stable
Affirmations:
Issuer: Peraton Corp.
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Senior Secured Bank Credit Facility, Affirmed B1 (LGD2)
Peraton Corp., headquartered in Herndon, VA, is owned by entities
of Veritas Capital and was acquired from Harris Corporation in
April 2017. Peraton should report close to $1 billion in revenues
for 2018.
PHILIPP THEUNE: Social as CRO/Broker to Market Denver Propty. Nixed
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado denied
Philipp C. Theune's employment of Social Real Estate Group, Ltd.
and Christine L. Buchanan as his chief restructuring officer/real
estate broker to market the real property at 1521 Steele Street,
Denver, Colorado, whose legal description is Lot 28, The North 6
Feet of Lot 27 and the South 19 Feet of Lot 29, Block 16, Colfax
Ave., Park Subdivision, City and County of Denver, State of
Colorado.
The Debtor owns the Property jointly with Buchanan, who either is,
or was, the long-time girlfriend of the Debtor. Buchanan owns
Social and is living in the Property and operated Social from the
Property. She rents rooms in the Property to tenants and collects
rents. Therefore, there is no dispute that Buchanan is an insider
and not disinterested. She is, or was, the Debtor's girlfriend.
Buchanan is not a chief restructuring officer. Although the Court
certainly values the services of residential real estate brokers,
the sale of the Property in the case under a standard form listing
agreement and a standard form sale contract does not require the
operation of a business or any specialized knowledge, expertise or
experience that a typical chief restructuring offer would bring to
the table. There are unique facts or compelling circumstances to
justify the employment of Buchanan as a chief restructuring officer
under 11 Sections 105(a) and 363(b).
The Court concludes that a real estate broker is a professional
person, not a chief restructuring officer. If the real estate
broker has conflicts of interest and is not disinterested in a
case, then such real estate broker cannot be employed as a
professional in that case. The rule of law is clear in this area,
and the Court unwilling to bend the law with no legitimate
justification or compelling circumstances, so Buchanan can get a
promised commission for the sale of the Property as the Seller's
agent.
Philip Charles Theune is an individual, who was a
multi-jurisdictional licensed attorney, primarily practicing
business and personal bankruptcy, and business litigation,
primarily in Denver, Colorado, from 1992 to 2015, during most of
which he was self-employed. Philip Charles Theune sought Chapter
11 protection (Bankr. D. Colo. Case No. 17-10051) on Jan. 4, 2017.
The Debtor filed pro se.
PIERSON LAKES: Creditors Rebut Objections to Their Proposed Plan
----------------------------------------------------------------
Creditors Pierson Project, L.L.C., Potake Lake, L.L.C. and Rock
Hill L.L.C. d/b/a Rock Hill Project respond to Debtor Pierson Lakes
Homeowners Association’s objections to their proposed plan and
disclosure statement.
The Creditors assert that the Debtor's claim that it has no legal
way to pay the Sponsors' Arbitration Award is absurd. Debtor's
primary objection to the Sponsors' Plan and Disclosure Statement is
founded on the unbelievable premise that absent a 2/3 vote of
Debtor's membership in favor, Debtor legally cannot comply with the
confirmed Arbitration Award.
Debtor's analysis of its governing documents – i.e. that there is
no mechanism therein for the PLHA to pay damages incurred in a
lawsuit absent an amendment to its Declaration – is wrong. But,
now that there is a court order, Debtor's argument is academic. The
New York Supreme Court, Rockland County confirmed the Arbitration
Award, which requires Debtor to pay to Sponsors $2.148 million plus
statutory interest accruing since May 2017, and further requires
that Debtor may not directly or indirectly charge any portion of
those damages to Sponsors or to Sponsors' successors in interests.
The PLHA must comply with that court order.
The Creditors also contend that the Sponsors' Plan does not impose
joint and several liabilities on Debtor's members and does not
violate principles of res judicata or collateral estoppel.
The Debtor's spurious assertion that the Sponsors' Plan runs afoul
of issue preclusion and imposes joint and several liabilities on
Debtor's non-Sponsor members was a straw man argument when the PLHA
raised it more than a year ago, and it is a straw man now.
Sponsors have been faced with years of utterly frivolous litigation
positions taken by Debtor, and that trend unfortunately continues.
In 2011, Debtor signed the Stipulation with Sponsors providing for
"expedited arbitration" of certain disputes related to that
agreement and further providing that the prevailing party in any
such action is entitled to attorneys' fees. In early 2015,
following an unsuccessful mediation and the PLHA's subsequent
filing of the bad faith lien, Sponsors invoked the arbitration
provision. Debtor vigorously opposed arbitration. Debtor was
eventually compelled to arbitration by multiple court orders. The
parties engaged in a nearly 2-year long arbitration. Rather than
pay Sponsors' damages in accordance with the Arbitration Award and
in accordance with their governing documents – something Debtor
certainly has the authority and means to do – Debtor filed for
chapter 11. Now Debtor claims it is impossible to for it to comply
with the Arbitration Award absent an amendment to the Declaration.
This needs to stop. Debtor's objections should be overruled.
A copy of the Creditors' Response is available at:
http://bankrupt.com/misc/nysb18-22463-83.pdf
About Pierson Lakes Homeowners Association Inc.
Pierson Lakes Homeowners Association, Inc., is a tax-exempt
homeowners association based in Sterlington, New York.
Pierson Lakes Homeowners Association filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 18-22463) on March 27, 2018. In the
petition signed by Sean Rice, president, the Debtor disclosed $1.55
million in assets and $3.49 million in liabilities. The Hon.
Robert D. Drain presides over the case. Gary M. Kushner, Esq., and
Scott D. Simon, Esq., at Goetz Fitzpatrick LLP, serve as bankruptcy
counsel to the Debtor.
POPULAR INC: Fitch Assigns BB- Rating on $300MM Sr. Unsec. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Popular, Inc.'s (BPOP)
issuance of $300 million of 6.125% fixed rate senior unsecured
notes due Sept. 14, 2023.
BPOP expects to use the proceeds towards the redemption of the
company's approximately $450 million of 7.00% outstanding senior
unsecured notes due July 2019.
In May 2018, Fitch affirmed BPOP's Long-Term Issuer Default Rating
(IDR) and Viability Rating (VR) at 'BB-' and 'bb-', respectively,
removed the Rating Watch Negative, and assigned a Stable Rating
Outlook.
KEY RATING DRIVERS
SENIOR DEBT
The rating for the new offering is equivalent to the rating on
BPOP's existing senior unsecured debt as the new notes will rank
equally in the capital structure. The issuance is not expected to
materially alter BPOP's overall funding mix or have a material
impact on its leverage.
BPOP's ratings reflect the company's leading franchise in Puerto
Rico and strong capital levels, offset by a challenging and
uncertain operating environment and poor asset quality relative to
U.S. mainland banks. Hurricanes Irma and Maria in September 2017
have complicated the Commonwealth of Puerto Rico's efforts to
reverse outward migration, generate sustainable economic growth,
and address its fiscal and debt imbalances. Additionally, the
reduction in the federal corporate tax rate in the U.S. makes
Puerto Rico less attractive on a relative basis.
Fitch believes rebuilding efforts and a federal aid package from
the U.S. government could have a positive short- to medium-term
impact on the island's economy. Longer-term prospects for the
island's economy, outside the current Outlook horizon, depend
heavily on the effectiveness of fiscal and structural reforms.
RATING SENSITIVITIES
SENIOR DEBT
The ratings for BPOP's senior unsecured debt are sensitive to any
change in the company's VR.
Fitch has assigned the following rating:
-- $300 million 6.125% fixed rate senior unsecured notes due
Sept. 14, 2023 'BB-'.
Fitch rates BPOP as follows:
Popular, Inc.
-- Long-term IDR 'BB-'; Outlook Stable;
-- Senior unsecured 'BB-';
-- Short-term IDR 'B';
-- Short-term Debt 'B'.
-- Viability rating 'bb-';
-- Preferred stock 'B-';
-- Support '5';
-- Support floor 'NF'.
Popular North America, Inc.
-- Long-term IDR 'BB-'; Outlook Stable;
-- Senior unsecured 'BB-';
-- Short-term IDR 'B';
-- Short-term Debt 'B';
-- Viability rating 'bb-';
-- Support '5';
-- Support floor 'NF'.
Popular Bank
-- Long-term IDR 'BB-'; Outlook Stable;
-- Long-term deposits 'BB';
-- Short-term IDR 'B';
-- Short-term deposits 'B'.
-- Viability rating 'bb-';
-- Support '5';
-- Support floor 'NF'.
Banco Popular de Puerto Rico
-- Long-term IDR 'BB-'; Outlook Stable;
-- Short-term IDR 'B';
-- Short-term deposits 'B';
-- Viability rating 'bb-';
-- Support '5';
-- Support floor 'NF'.
Popular Capital Trust I
-- Trust preferred 'B-'.
Popular Capital Trust II
-- Trust preferred 'B-'.
Popular North America Capital Trust I
-- Trust preferred 'B-'.
Popular Capital Trust III
-- Trust preferred 'B-'
PPLUS TRUST LTD-1: S&P Cuts Class A and B Certs Ratings to 'B+'
---------------------------------------------------------------
S&P Global Ratings lowered its ratings on PPLUS Trust Series
LTD-1's $25 million class A and B certificates to 'B+' from 'BB-'.
S&P's ratings on the certificates are dependent on its rating on
the underlying security, L Brands Inc.'s 6.95% debentures due March
1, 2033 ('B+').
The rating action reflects S&P's Aug. 27, 2018, lowering of its
rating on the underlying security to 'B+' from 'BB-'.
S&P may take subsequent rating actions on the certificates due to
changes in its rating on the underlying security.
PREFERRED CARE: Sale of Management Subsidiaries Approved
--------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Preferred Care Inc.'s sale of its
equity interests in Preferred Care Development Centers, Inc., to
Thomas Scott, or his assigns, for $800,000, pursuant to the Stock
Purchase Agreement.
The Sale Hearings were held on July 23, July 30, Aug. 15, and Sept.
7, 2018.
The sale will be free and clear of any and all liens, encumbrances,
claims, and other interests.
The Closing Date will occur as soon as reasonably possible, given
time is of the essence to maximize recovery to PCI's estate.
PCI is authorized and directed at Closing to tender any and all
proceeds from the sale, whether by a cash transfer or otherwise, to
Wells Fargo pursuant to the Final Wells Fargo DIP Order and any
interim orders granted with respect thereto.
Notwithstanding Bankruptcy Rules 6004, 6006, or otherwise, the
Order will be effective and enforceable immediately upon entry, and
its provisions will be selfexecuting. To the extent applicable,
the stays described in Bankruptcy Rules 6004(h) and 6006(d) are
waived.
A copy of teh Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Preferred_Care_1101_Order.pdf
About Preferred Care 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 million and $50
million. Kentucky Partners estimated its assets at up to $50,000
and its liabilities at between $10 million and $50 million.
RAGGED MOUNTAIN: Oct. 3 Disclosure Statement Hearing Set
--------------------------------------------------------
The hearing to consider approval of the adequacy of the disclosure
statements explaining the plans of reorganization separately filed
by Ragged Mountain Equipment, Inc., and Hurricane Mountain
Equipment LLC will be held on October 3, 2018 at 11:00 a.m.
General Unsecured Claims against Ragged Mountain total
approximately $1.6 million and will be paid from cash flow
commencing January 2019. Payments will be made in the amount of
$2,667 monthly. The Debtor may reserve the monthly payments and
disburse them when there is a meaningful amount for a dividend, but
no more than 90 days. Payments will be made over five years and
total 10% on the dollar. Payments may increase if the Debtor can
obtain a working capital loan. In this case General Unsecured
Creditors can expect an increase of $500.00 in payments. General
Unsecured Claimholders are impaired. In addition all net proceeds
(net of fees) from any chapter 5 claims will be paid to unsecured
claimholders as well as any increase in revenue from the working
capital loan, if any.
General Unsecured Claims against Hurricane Mountain total
approximately $200,000 and will be paid from cash flow commencing
January 2019. Payments will be made in the amount of $5,000 on the
effective date and $417.00 monthly. The Debtor may reserve the
monthly payments and disburse them when there is a meaningful
amount for a dividend, but no more than 90 days. Payments will be
made over five years and total 14.8% on the dollar.
A copy of Ragged Mountain's Disclosure Statement is available at
https://tinyurl.com/y9xkhwgd from PacerMonitor.com at no charge.
A copy of Hurricane Mountain's Disclosure Statement from
PacerMonitor.com is available at https://tinyurl.com/yd59prsw at no
charge.
About Ragged Mountain Equipment
Ragged Mountain Equipment, Inc., doing business as Durable Designs
-- http://raggedmountain.com/-- operates a sporting goods store in
Intervale, New Hampshire. The company offers equipment for
camping, climbing, skiing, and pets such as handwear, gaiters,
headgear, luggage and buckles.
Ragged Mountain Equipment and its affiliate Hurricane Mountain
Equipment LLC filed Chapter 11 petitions (Bank. D. N.H. Case Nos.
18-10091 and 18-10092) on Jan. 25, 2018.
In the petitions signed by Robert D. Nadler, authorized
representative, Ragged Mountain disclosed $627,408 in assets and
$2,060,000 in liabilities; and Hurricane Mountain estimated
$500,000 to $1 million in assets and $500,000 to $1 million in
liabilities.
Steven M. Notinger, Esq., at Notinger Law, PLLC, serves as counsel
to the Debtors.
RENNOVA HEALTH: Hikes Authorized Shares of Common Stock to 10 Bil.
------------------------------------------------------------------
Rennova Health, Inc. filed with the Secretary of State of the State
of Delaware on Sept. 18, 2018, an amendment to the Company's
Certificate of Incorporation, as amended, to increase the number of
authorized shares of common stock from 3,000,000,000 to
10,000,000,000 shares. On Aug. 22, 2018 the holders of a majority
of the total voting power of the voting securities of Rennova
Health approved by written consent the Amendment.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- owns and
operates two rural hospitals in Tennessee and provides diagnostics
and supportive software solutions to healthcare providers,
delivering an efficient, effective patient experience and superior
clinical outcomes.
Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.
As of June 30, 2018, the Company had $16.24 million in total
assets, $138.32 million in total liabilities, $5.83 million in
redeemable preferred stock I-1, $2.03 million in redeemable
preferred stock I-2, and a total stockholders' deficit of $129.9
million.
The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit. Those conditions
raise substantial doubt about the company's ability to continue as
a going concern.
RENTPATH LLC: S&P Lowers Issuer Credit Rating to B-, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer rating on Atlanta, Ga.-based
online apartment listing company RentPath LLC to 'B-' from 'B'. The
outlook is negative.
S&P said, "At the same time, we lowered our issue-level rating on
RentPath's secured first-lien credit facilities to 'B' from 'B+'.
The recovery rating remains '2', indicating our expectation for
substantial recovery (70%-90% recovery; rounded estimate: 75%) of
principal in the event of a payment default.
"Also, we lowered our issue-level rating on RentPath's secured
second-lien term loan facility to 'CCC' from 'CCC+'. The recovery
rating remains '6', indicating our expectation for negligible
recovery (0%-10% recovery; rounded estimate: 0%) of principal in
the event of a payment default."
The downgrade and negative outlook reflects the company's growing
debt leverage and lower free operating cash flow (FOCF) generation
due to declining subscription revenues, property listings, and
average revenue per property (ARPP) and higher marketing spending
primarily due to significant competitive pressure from CoStar Group
Inc. For the 12 months ended June 30, 2018, the company's leverage
increased to 7.9x from 6.6x at Dec 31, 2017.
S&P said, "The negative outlook reflects our expectation that
declining revenue per property and fewer advertising properties due
to competitive pressure, combined with higher marketing spending,
will lead to a continued increase in debt leverage, negative cash
flow generation, and constrained liquidity resources.
"We could lower our issuer rating on RentPath if we believe the
company will be unable to refinance its debt prior to its maturity.
This would likely result from the company's marketing investments
yielding lower-than-expected returns, or if competitive pressures
require the company to continue increasing marketing spending,
thereby keeping FOCF negative. A reduction in liquidity such that
cash and revolver availability are unable to cover debt
amortization payments and potential cash flow deficits for 12
months, could also result in a downgrade.
"We could revise our outlook to stable if RentPath stabilizes and
grows its advertising property base and revenues. Additionally, an
outlook revision to stable would require EBITDA growth, positive
FOCF generation from good return on the company's marketing
investments and a debt leverage reduction to 7x."
RITCHIE RISK-LINKED: DOJ Watchdog Objects to Plan, Seeks Trustee
----------------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region 3, objects
to the approval of the disclosure statement explaining Ritchie
Risk-Linked Strategies, LLC's Chapter 11 plan of liquidation,
complaining that the Plan is unconfirmable.
The U.S. Trustee states, "Based on the circumstances as they appear
at this time, the plan is not feasible because substantially all of
its distributions are contingent on speculative litigation
winnings. The Debtor's only material assets are litigation claims.
Many of the claims are presently unfiled, and the ones that have
been filed are 'vigorously contested.' If pursuit of the claims is
unsuccessful, then there may be no cash to distribute to creditors.
The success of the plan is not reasonably likely. In addition,
the plan may artificially impair class 3 creditors and does not
provide enough information about A.R. Thane Ritchie's involvement
in the case. The Motion should be denied."
The U.S. Trustee, in a separate filing, asked the Court to direct
the appointment of a chapter 11 trustee or, in the alternative,
convert the chapter 11 case of the Debtor to one under chapter 7 or
dismiss the Debtor's case.
The U.S. Trustee asserts, "The Debtor is snared in a web of debts
and transactions involving insiders. The Debtor is a private
investment fund. It has no employees, business operations, or
revenue. Ninety-nine percent (99%) of the Debtor's liquidated
unsecured debt was obtained by insiders or related parties on or
shortly before the petition date. Another insider, MSGT, is the
estate's only secured creditor and is seeking to provide DIP
financing. MSGT's security interest was apparently perfected one
week before the petition date, and a substantial portion of its
claim may be for fees that were paid to the Debtor's proposed
bankruptcy counsel, Reed Smith. Reed Smith continues to represent
A.R. Thane Ritchie in litigation involving the Debtor, even though
Mr. Ritchie has an undisputed $13.4 million indemnification claim
against the Debtor. Mr. Ritchie appears to have caused the Debtor
to incur its pre-petition secured debt to MSGT, and to incur
unsecured debts on the day before the petition date. Finally,
acrimony exists between the Debtor and Huizenga Managers Fund, LLC,
who have been adversaries in state-court litigation for 11 years.
In light of the this, the Debtor is not in a position to discharge
its fiduciary duties."
"Cause exists to appoint a chapter 11 trustee under Section
1104(a)(1)," the U.S. Trustee argues.
About Ritchie Risk-Linked Strategies
Ritchie Risk-Linked Strategies, LLC, is an investment firm based in
Newark, Delaware. Ritchie Multi-Strategy Global, LLC owns 95.49%
equity in the company.
Ritchie Risk-Linked Strategies sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Case No. 18-11555) on June
28, 2018. At the time of the filing, the Debtor estimated assets
of $10 million to $50 million and liabilities of $1 million to $10
million. Judge Kevin J. Carey presides over the case. Reed Smith
LLP is the Debtor's legal counsel.
RUBY RED: Selling Minneapolis Building to Common and 3121 for $625K
-------------------------------------------------------------------
Ruby Red Dentata, LLC, asks the U.S. Bankruptcy Court for the
District of Minnesota to authorize the sale of the building located
at 327 1st Ave. No., Minneapolis, Hennepin County, Minnesota, to
Common Ground Real Estate Investors, LLC and 3121 N Racine, LLC
for $625,000.
The Court previously entered an Order approving the sale of the
Debtor's building located at 20-22 N. 4th Street, Minneapolis,
Minnesota, but not the Building clear of liens on Aug. 21, 2018.
Subsequent to the Court’' Order, the title company, Old Republic
National Title Insurance Co., through its agent Commercial Partners
Title, LLC, issued a Commitment on Aug. 24, 2018 for Title
Insurance with numerous requested revisions to the Order. The
specific revisions requested are listed under Schedule B, Part 1,
paragraph 14, in the Commitment.
The Sternberg Electric Service, Inc. claim was previously paid in
full by the Debtor but Sternberg failed to deliver or record a
satisfaction of judgment or a mechanic lien satisfaction or a
discharge of its notice of Lis Pendens in the form required by
Hennepin County Registrar of Titles.
The judgments of Nickolaus Mulcahy and Plot Brand, LLC are docketed
in Hennepin County Court, but are not recorded against the
certificate of title to the Debtor's property.
The Purchase Agreement proposes to sell and transfer all of the
Debtor's right, title and interest in and to the Debtor's Building,
as defined in the Purchase Agreement, free and clear of all liens,
claims, encumbrances and interests. All liens, claims, encumbrance
and any interests in the Building will attach to the proceeds from
the sale and to the extent any liens or claims are not paid with
the proceeds, those liens or claims will continue to attach to the
Debtor's remaining building located at 327 1st Ave No.,
Minneapolis, Minnesota. The total principle balance of the secured
claim held by Harvest Bank is approximately $553,794.
The secured claim of Hennepin County for owed and unpaid real
estate taxes is approximately $127,360. The Buyers agree to
purchase the Building for $625,000.
The Debtor is proposing to use the sale proceeds to pay, in full,
unpaid real estate taxes owing to Hennepin County. It is further
proposing to pay to Harvest Bank $450,000, Mr. Arthur D. Walsh in
the amount of $13,500, and Edina Realty in the amount of $18,500
from the closing proceeds.
The Debtor believes the proposed sale and transfer is reasonable
and fairly represents the value of the Building being sold under
current market rates. It firmly believes that a prompt transfer of
the Debtor's Building is in the best interests of creditors because
it will maximize its value and provide an increased return to
parties in interest.
The Debtor asks the Court to delay the effective date of the Courts
Order converting the case to a Chapter 7 case from Sept. 4, 2018 to
Sept. 30, 2018 so as to permit the sale to close.
A hearing on the Motion is set for Aug. 31, 2018 at 10:00 a.m. The
objection deadline is Aug. 31, 2018 at 7:00 a.m.
A copy of the Commitment attached to the Motion is available for
free at:
http://bankrupt.com/misc/RUBY_RED_176_Sales.pdf
About Ruby Red Dentata
Headquartered in Minneapolis, Minnesota, Ruby Red Dentata, LLC, is
in the business of owning, developing, and leasing commercial real
estate. It has been operated by Ms. Toby Brill since August 2007.
Ruby Red Dentata filed for Chapter 11 bankruptcy protection (Bankr.
D. Minn. Case No. 17-41184) on April 24, 2017, estimating its
assets at between $1 million and $10 million and its liabilities at
between $500,001 and $1 million. Steven B. Nosek, P.A., is the
Debtor's counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
S CHASE LIMITED: $29M Sale of All Assets to Juniper Approved
------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas the settlement of S Chase Limited Partnership and
its affiliates with their secured lenders, former property
management in connection with the sale of substantially all assets
to Juniper HTX3 Holdings, Ltd. for the aggregate price of
$29,770,000.
The Sale Hearing was held on Sept. 4, 2018.
The sale is free and clear of all Liens, claims, encumbrances, and
other interests of any kind or nature whatsoever.
The Debtors are authorized and directed to make the Secured Lender
Payments to the applicable Secured Lender no later than Sept. 21,
2018 in accordance with the terms of the Order. All liens on the
Property will attach to the Net Purchase Price Proceeds in the same
order of priority as existed prior to the sale, and should be paid
from the Net Purchase Price Proceeds as provided for in Exhibit A
to the Order. The Secured Lenders will be paid at Closing in
accordance with the terms of the Order and all holders of mechanics
and materialmen liens will be paid at Closing in the amounts set
forth in Exhibit A.
The Settlement, as set forth in the Motion and as modified by the
Order is approved pursuant to Fed. R. Bankr. P. 9019 in all
respects.
Any amounts that become payable by the Debtors to the Buyer
pursuant to the PSA and any related agreements executed in
connection therewith shallbe entitled to administrative expense
claim status under sections 503(b)(l)(A) and 507(a)(2) of the
Bankruptcy Code.
The stay of the Order provided in Bankruptcy Rules 6004(h) and
6006(d) is lifted to allow for the Closing of the sale of the
Property to occur immediately or thereafter; and notwithstanding
Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective
and enforceable immediately upon entry and its provisions will be
self-executing.
The Debtorshave provided adequate assurance of its future
performance under some of the Assumed Contracts, specifically
electric utility providers, and the assumption, assignment and sale
of the Assumed Contracts satisfy the requirements of sections 363,
365(b)(1) and (f) of the Bankruptcy Code, as applicable.
The ad valorem tax liens of Harris County for the 2018 tax year are
hereby expressly retained against the Property until payment is
made to fully satisfy the 2018 ad valorem taxes, and any penalties
or interest which may ultimately accrue to those 2018 taxes.
The ad valorem tax liens of Klein ISD for the 2018 tax year are
hereby expressly retained against the respective Property until
payment is made to frilly satisfy the 2018 ad valorem taxes, and
any penalties or interest which may ultimately accrue to those 2018
taxes. Klein ISD estimates its claim at $138,120.
The Debtors will pay the claims listed on Exhibit B to the Order
within 14-days of the Closing from the Net Purchase Price Proceeds.
The Holders of Allowed Secured Claims subject to recorded state
court judgments will also be paid interest, payable at the current
Post Judgment rate of interest, from the Petition Date until the
date paid. All operating funds and excess funds held by Kaplan
Management Company will be remitted to the Debtors. All remaining
Net Purchase Price Proceeds, will be remitted to the Debtors for
payment of allowed administrative expenses of the Debtors'
bankruptcy estates, including, but not limited to, payment of
professional fees and costs, and wind up costs.
The Holders of Allowed Claims held by Insiders and Affiliated
Entities of the Debtors listed on Exhibit C to the order will be
paid the remaining Net Purchase Price Proceeds, after payment of
all Allowed Claims and allowed administrative expenses of the
Debtors' Estates are paid.
Nothing in the Order impairs the Debtors' ability to object to any
claims and all rights they have to any other parties that are not
subject to the 9019 Settlement are preserved, including but not
limited to any and all claims against BCDR and Delaney's
Restoration, Inc.
The Former Property Managers hold aggregate claims estimated to be
at least $321,783 which are deemed disallowed in their entirety and
withdrawn. In exchange for a release of all claims held by the
Debtors against the Former Property Managers of any and all claims,
the Former Property Managers waive, withdraw and release any and
all claims against the Debtors and their estates and no
distribution will be made on account of said claims.
A copy of the APA, the Settlement and Exhibits A and C attached to
the Order is available for free at:
http://bankrupt.com/misc/S_Chase_241_Order.pdf
About S Chase Limited Partnership
Each of S Chase Limited Partnership, Crosswinds Houston Limited
Partnership and W Point Limited Partnership is an apartment owner
based in Houston, Texas.
S Chase Limited Partnership, d/b/a Seton Chase Apartments;
Crosswinds Houston Limited Partnership, d/b/a Crosswinds
Apartments; and W Point Limited Partnership, d/b/a Willowbrook
Point Apartments, sought Chapter 11 protection (Bankr. S.D. Tex.
Case Nos. 18-31017, 18-31018, and 18-31020) on March 5, 2018.
In the petitions signed by CFO Gordon Steele, S Chase Limited and
Crosswinds Houston estimated $10 million to $50 million in assets
and debt; and W Point Limited estimated $1 million to $10 million
in assets and liabilities at $10 million to $50 million.
The Hon. Marvin Isgur presides over the case.
The Debtors tapped Hoover Slovacek LLP as their bankruptcy
counsel.
The Court, on its own motion, entered an order requiring the Office
of the United States Trustee to appoint an examiner under 11 U.S.C.
Section 1104(c) to investigate whether the Debtors' apartment
properties comply with applicable federal, state and local laws
concerning the health, safety and welfare of the residents or the
public at the three properties. Bryon A. Parffrey was appointed as
examiner. The order required that the examiner file a report, by
March 21, 2018, identifying any health, safety, or welfare concerns
found on each property and, if found, recommend a course of action
to promptly protect the health, safety and welfare of the residents
or public. The Court found that Mr. Parffrey had fulfilled his
requirements and was released from his appointment.
SAMSON RESOURCES: S2DT, SFDT Released from Liability in Trust Suit
------------------------------------------------------------------
In the case captioned PETER KRAVITZ, as Settlement Trustee of and
on behalf of the SAMSON SETTLEMENT TRUST, Plaintiff, v. SAMSON
ENERGY COMPANY, LLC; SAMSON EXPLORATION, LLC; SAMSON OFFSHORE, LLC;
SFT (DELAWARE) MANAGEMENT, LLC; ST 2008 (DELAWARE) MANAGEMENT, LLC;
CHARLES AND LYNN SCHUSTERMAN FAMILY FOUNDATION; STACY FAMILY TRUST;
STACY FAMILY DELAWARE TRUST; All Trustees of the STACY FAMILY TRUST
and STACY FAMILY DELAWARE TRUST, including STACY SCHUSTERMAN, LYNN
SCHUSTERMAN and WILMINGTON SAVINGS FUND SOCIETY, FSB, as
Co-Trustees of the STACY FAMILY TRUST AND/OR STACY FAMILY DELAWARE
TRUST; SCHUSTERMAN 2008 DELAWARE TRUST; All Trustees of the
SCHUSTERMAN 2008 DELAWARE TRUST, including STACY SCHUSTERMAN, C.
PHILIP THOLEN and WILMINGTON SAVINGS FUND SOCIETY, FSB, as
Co-Trustees of the SCHUSTERMAN 2008 DELAWARE TRUST; STACY
SCHUSTERMAN; LYNN SCHUSTERMAN; HAL SCHUSTERMAN; JEROME "JAY"
SCHUSTERMAN; STEVEN DOW; RUTH SCHUSTERMAN; MARY LEE SCHUSTERMAN;
MEITAL SCHUSTERMAN; HALEY SCHUSTERMAN; JUDY POZNICK; DEBORAH
MORRISON; DALE SCHUSTERMAN; RENEE MORRISON; CAROL WILSON; SHANE
FROEBEL; TAMARA FROEBEL; and DOES 1-1000, Defendants, Adv. Proc.
No. 17-51524 (BLS) (Bankr. D. Del.), Bankruptcy Judge Brendan
Linehan Shannon granted the motion for summary judgment as to
certain Moving Defendants and denied the Motion as to the balance
of the Moving Defendants.
Debtors Samson Resources Corporation and affiliates confirmed Plan
was the result of protracted and hard-fought negotiations between
the Debtors and the Creditors' Committee, achieved only through the
intense efforts of the parties and a judicial mediator. The record
suggests that the Committee supported confirmation of the Plan
largely in the expectation that the Trust to be created under the
Plan would pursue litigation on a post-confirmation basis against
individuals and entities related to the Schusterman family. The
Schusterman family previously owned the Debtors' business and sold
it in a 2011 leveraged buyout for over $7 billion. The Committee
proposed to sue to recover billions of dollars from the
Schustermans.
The Plan was confirmed in 2017, and the Confirmation Order has long
been final. The Plan contained broad releases. The universe of
"Released Parties" is defined in the Plan provision. When the
lawsuit was filed by the Trust against various Schusterman
entities, certain defendants promptly sought summary judgment on
the ground that they are each "Released Parties" under the Plan,
and thus immune from suit here. The Trustee's response is that,
given that the suit was the central feature that led the Committee
to support the Plan, it is simply inconceivable that the Plan would
operate to release some or all of these defendants.
Stacy Family Trust, SFT (Delaware) Management, LLC, ST 2008
(Delaware) Management, LLC, Schusterman 2008 Delaware Trust, Stacy
Family Delaware Trust, Samson Exploration, LLC, Samson Offshore,
LLC, and Samson Energy Company, LLC filed the motion for summary
judgment asserting that they fall within the scope of the releases
granted by the Debtors to third parties under the confirmed Plan.
It is the Trustee's position that, from the outset of the Chapter
11 case the Creditors' Committee had insisted upon preserving
causes of action against the Moving Defendants, and that the
central purpose of the Trust created under the Plan was to acquire
and prosecute causes of action against the Moving Defendants. At
bottom, the Trust contends that there was never any intention to
release the Moving Defendants, and to the extent that they may
technically fall within the definition of "Released Party," that is
the result of imprecise language or scrivener's error. The Trustee
next asserts that there are disputed issues of fact with respect to
corporate relationships and control as to Samson Offshore and
Samson Energy, which preclude a finding that they are "affiliates"
for purposes of the Plan Release. The Trustee further asserts that
additional discovery is necessary to determine whether SFT
(Delaware) Management and ST 2008 were "holders of Preferred
Interests" and therefore excluded from the Plan Release.
At bottom, the Trustee's position boils down to, "the Plan just
can't mean what it says." To vindicate this proposition, the
Trustee asks that the Court largely disregard its textual analysis
of the Plan and the Confirmation Order and look instead to the
tangled and protracted history of the Chapter 11 proceedings. The
Trustee's briefing reflects that no fewer than five separate plans
were filed before the submission of the final agreed Plan that
enjoyed the support of the Debtors and the Committee. He directs
the Court to a host of provisions in prior plan iterations that
actually would have operated to carve the Moving Defendants out of
the Plan Releases. But those provisions are notably absent from the
final Plan confirmed by the Court.
Courts have held that a plan is effectively a contract between a
debtor and its stakeholders. Those stakeholders vote upon a plan
based upon their assessment of what the plan will accomplish, and
what they will receive under it. Once a plan is confirmed and the
order becomes final, the parties' rights, obligations and
expectations are fixed. The Trustee's argument -- that plan
treatment is driven not by reading the plan but by what may have
been told to the bankruptcy judge during the case, or by prior plan
provisions that were discarded in the final confirmed plan -- is
inconsistent with applicable law and contrary to sound policy. The
Plan here was confirmed by an Order that has become final. Its
provisions control.
Accordingly, the Court finds that Schusterman 2008 Delaware Trust
and Stacy Family Delaware Trust have carried their burden under
Rule 56 and are entitled to summary judgment on their contention
that they have been released from liability in this adversary
proceeding by operation of the Plan. The Court finds that Samson
Energy Company, LLC, Samson Offshore, LLC, Samson Exploration, LLC,
Stacy Family Trust, SFT (Delaware) Management, LLC, and ST 2008
(Delaware) Management, LLC have not met their burden under Rule 56
to show that there is no genuine dispute as to any material fact.
A full-text copy of the Court's Opinion dated August 30, 2018 is
available at https://bit.ly/2NgGUad from Leagle.com.
Peter Kravitz, as Settlement Trustee of and on behalf of the Samson
Settlement Trust, Plaintiff, represented by Michael J. Farnan --
mfarnan@farnanlaw.com -- Farnan LLP.
Samson Energy Company, LLC, Samson Exploration, LLC, Samson
Offshore, LLC, SFT (Delaware) Management, LLC, ST 2008 (Delaware)
Management, LLC, Charles and Lynn Schusterman Family Foundation,
Stacy Family Trust, Stacy Family Delaware Trust, Schusterman 2008
Delaware Trust & Wilmington Savings Fund Society, FSB,in its
capacity as Co-Trustee, Defendants, represented by David Matthew
Guess -- dguess@bmkattorneys.com -- Bienert, Miller & Katzman,
PLC, Michael R. Nestor -- mnestor@ycst.com -- Young Conaway
Stargatt & Taylor & David M. Stern -- dstern@ktbslaw.com -- Klee
Tuchin Bogdanoff & Stern LLP.
All Trustees of the Stacy Family Trust and Stacy Family Delaware
Trust, including Stacy Schusterman, Lynn Schusterman, and
Wilmington Savings Fund Society, FSB, as Co-Trustees of the Stacy
Family Trust and/or Stacy Family Delaware Trust, Defendant, pro
se.
Stacy Schusterman, Lynn Schusterman & C. Philip Tholen, Defendants,
represented byMichael R. Nestor, Young Conaway Stargatt & Taylor.
All Trustees of the Schusterman 2008 Delaware Trust, including
Stacy Schusterman, C. Philip Tholen and Wilmington Savings Fund
Society, FSB, as Co-Trustees of the Schusterman 2008 Delaware
Trust, Defendant, pro se.
Hal Schusterman, Defendant, pro se.
Steven Dow, Defendant, represented by Rachel B. Mersky --
RMersky@monlaw.com -- Monzack Mersky McLaughlin & Browder, PA.
Ruth Schusterman, Defendant, pro se.
Meital Schusterman, Defendant, pro se.
Does 1-1000, Defendant, pro se.
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook, the executive vice president and CFO, signed
the petition. The Debtors estimated assets and liabilities of more
than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors have filed a plan of reorganization. The Creditors'
Committee has filed a competing plan of liquidation.
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware entered on Feb. 13, 2017, an order
confirming Samson Resources Corporation, et al.'s plan of
reorganization.
SEDGWICK INC: S&P Places 'B' ICR on CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings placed all of its ratings, including its 'B'
long-term issuer credit ratings on Sedgwick Inc. and Sedgwick
Claims Management Services Inc. (collectively Sedgwick) on
CreditWatch with negative implications.
The CreditWatch placement follows news that The Carlyle Group will
be acquiring a majority stake in Sedgwick and reflects S&P's
limited information regarding the details of the transaction at
this time. The existing majority owner, KKR, will exit its position
while minority investors Stone Point Capital LLC and Caisse de
dépôt et placement du Québec will maintain a stake. The
transaction is valued at approximately $6.7 billion and we expect
the deal to be completed by year-end 2018.
S&P said, "We expect to resolve the CreditWatch placement following
our review of the new financial sponsor's operating plans and
financial policy objectives, as well as Sedgwick's new capital
structure. The CreditWatch Negative placement indicates that we
will likely affirm or lower our ratings following our review."
SKEFCO PROPERTIES: $2.5M Sale of Memphis Properties to Kelley OK'd
------------------------------------------------------------------
Judge George W. Emerson, Jr. of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized Skefco Properties, Inc.'s
sale of the adjacent real properties located at 137-143 Madison
Ave. and 6 South Second St., Memphis, Tennessee, to Kevin Kelley or
assigns for $2.45 million.
A hearing on the Motion was held on Aug. 30, 2018.
The Debtor is authorized to take all steps necessary to consummate
the sale and transfer title pursuant to the terms of said
contract.
About Skefco Properties
Skefco Properties, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 17-28262) on Sept. 19, 2017. In the
petition signed by its president, James Skefos, the Debtor
estimated assets and liabilities under $500,000. The Debtor hired
The Law Office of Craig & Lofton, P.C., as its bankruptcy counsel;
and Eugene G. Douglass, Esq., as co-counsel.
SOCAL INVESTMENTS: $3.2M Sale of El Vago Property to Aframian OK'd
------------------------------------------------------------------
Judge Barry Russell of the U.S. Bankruptcy Court for the Central
District of California authorized Socal Investments Annex II, LLC's
sale of the real property commonly known as 1246 El Vago Street,
located in the City of La-Canada/Flintridge, California, County Tax
Assessor's Parcel No. 5811-012-002, to Behrouz Aframian for $3.2
million credit bid.
A hearing on the Motion was held on Aug. 28, 2018 at 10:00 a.m.
The sale is free and clear of all liens, encumbrances, claims and
interests, including, but not limited to, the Saakian lien, on the
terms and conditions provided in the Purchase Agreement.
The Debtor's request for a "carve-out" of $10,000 of sale proceeds,
and for a lien of its bankruptcy counsel to attach to the Property,
is denied.
Based upon the length of time the case has been pending, the delay
in completing construction of the Property, the length of time the
Property was actively marketed for sale by a licensed real estate
broker on the Multiple Listing Service, and other cause, the Court
finds a waiver of the 10-day stay period provided by Bankruptcy
Rule 6006(g) is proper and appropriate, and waived such
requirement.
About Socal Investments
Socal Investments - Annex II LLC, based in Glendale, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 14-24036) on July
23, 2014. A related case was commenced the same date by Tarlin
Investments LLC (Case No. 14-24045). In the petition signed by
Edwin Moossalan, manager, Socal Investments estimated $1 million to
$10 million in assets and $500,000 to $1 million in liabilities.
The Hon. Barry Russell presides over the case. Raymond H. Aver,
Esq., at Law Offices of Raymond H. Aver, APC, serves as bankruptcy
counsel.
SPRINT CORP: Fitch Maintains 'B+' IDR on Rating Watch Positive
--------------------------------------------------------------
Fitch Ratings has maintained Sprint Corporation (Sprint) (NYSE: S)
and Sprint Communications Inc's 'B+' Long-Term Issuer Default
Ratings (IDRs) and outstanding debt including debt issued at Sprint
Capital Corporation on Rating Watch Positive. The rating on the
9.25% debentures due 2022 has been revised to 'B+'/'RR4' from
'BB+'/'RR1'. The Rating Watch Positive is maintained on the
debentures.
In February of 2018, Sprint entered into an amended agreement under
the credit agreement. As part of the consent agreement, the
subsidiary Sprint Communications Inc. (SCI) was released as
guarantor. This caused a release of the collateral securing the
debentures. Thus, the debentures are unsecured.
KEY RATING DRIVERS
Three Notch Upgrade Expected: The transaction between Sprint Corp.
and T-Mobile US, Inc., as proposed, is likely to lead to a
three-notch upgrade to the Issuer Default Ratings (IDRs) and
outstanding debt of Sprint and its subsidiaries based on existing
assumptions. The final rating will depend on several factors,
including: the merger receiving regulatory approval, an assessment
of the potential effect of any additional conditions placed on the
transaction by the regulatory approval process, the operational
performance of T-Mobile at the time of closing and a final
committee review by Fitch Ratings to assess any change in
assumptions that may have occurred from the time the merger was
announced. Transaction closing, pending regulatory approval, is
expected by 1H19.
Combination Drives Scale Benefits: A T-Mobile and Sprint
combination is expected to create significant scale, asset and
synergy benefits that should materially improve the combined
entities' long-term competitive position, particularly for 5G
network capabilities. T-Mobile is expected to build upon its
challenger strategy that captured significant consumer momentum and
target new and/or improved growth opportunities across multiple
segments, including enterprise, rural, broadband replacement,
internet of things and over-the-top video.
The larger combined spectrum portfolio and selective
rationalization of Sprint's network should materially enhance and
further densify T-Mobile's existing network, resulting in greater
speed, capacity and capabilities, along with increased geographic
reach.
Substantial Synergies, Execution Risk: The combined company expects
to create substantial value for T-Mobile and Sprint shareholders
through an expected $6 billion or more in run-rate cost synergies,
representing a net present value of $43 billion or more. Fitch
believes these synergies are largely achievable due to good line of
sight on network-related cost reductions that constitute the
majority of cost benefits. Given the scope of the transaction,
execution risk with network decommissioning and subscriber
migration to T-Mobile's network is high. Partly mitigating this
risk, Fitch believes T-Mobile has a good integration track record
following past acquisitions.
Significant Regulatory Uncertainty: Fitch believes the process to
obtain regulatory approval of a horizontal consolidation between
T-Mobile and Sprint will be lengthy, challenging and uncertain
given the antitrust concerns and the potential lack of public
interest benefits. Fitch believes regulatory approval will be
dependent on the regulatory lens used to analyze the transaction.
Regulators would have several options for potential remedies if the
transaction is approved. These could include spectrum divestitures,
pre-paid brand divestitures, rural broadband coverage deployment
milestones, fixed wireless (broadband replacement) deployment
milestones and mobile virtual network operator considerations.
Material Deleveraging Expected: Pro forma gross core telecom
leverage (adjusted debt/EBITDAR) would be high at transaction
close, based on Fitch adjustments, at approximately 5.0x. Fitch
believes significant deleveraging would occur due to substantial
cost synergies and subscriber growth that is expected to drive
material EBITDA growth. Fitch anticipates excess cash would be used
to repay maturing and pre-payable debt with gross core telecom
leverage estimated in the lower 4x range by the end of 2021. The
forecast does not assume any material divestitures that could be
required if regulators approve the transaction.
Parent Support: Fitch believes a moderate parent-subsidiary linkage
would exist for the combined entities that would result in a
one-notch uplift to Sprint's IDR. The cross-guaranty structure
would equalize the IDRs at Sprint and T-Mobile. Operational and
strategic linkages are strong given material benefits derived from
Deutsche Telekom AG (DT) and SoftBank Group's joint ownership
through combined global purchasing scale that provides significant
benefits for network, handset and general procurement.
Further support comes through DT parent-held debt, strong
involvement through control of the combined companies' board and
potential benefits from leveraging SoftBank's numerous strategic
investments. Both parents will also be subject to four-year equity
lock-up agreements.
DERIVATION SUMMARY
On a consolidated basis, a Sprint/T-Mobile combination would have a
materially improved business profile that would enhance its
competitive position relative to Verizon Communications Inc.
(A-/Stable) and AT&T Inc. (A-/Stable) as on a stand-alone basis,
both Sprint and T-Mobile lack sufficient scale and resources to
compete across certain market segments. The combination would
enable T-Mobile to expand growth opportunities into other
sub-segments including video, broadband, enterprise, rural and IoT.
Verizon's rating reflects the relatively strong wireless
competitive position, as demonstrated by its high EBITDA margins,
low churn and extensive national coverage and lower leverage.
AT&T's ratings reflect its large scale of operations, diversified
revenue streams by customer and technology, and relatively strong
operating profitability.
T-Mobile has generated strong operating momentum during the past
several years due to a well-executed challenger strategy that has
taken material market share from the other three national operators
and caused both AT&T and Verizon to more aggressively adapt and
respond to these offerings (equipment installment and unlimited
data plans). A combined Sprint and T-Mobile postpaid wireless
business (26% of U.S. wireless postpaid subscribers) would have
similar scale as AT&T (32%) although materially smaller than
Verizon (42%). Over time, given the strong subscriber momentum
underpinned by its Un-carrier branding strategy, Fitch expects
T-Mobile would continue to close the share gap against its two
larger peers.
KEY ASSUMPTIONS
Fitch's key assumptions for a combined Sprint and T-Mobile
financial forecast include:
-- Total pro-forma service revenues in the mid-$50 billion
range;
-- EBITDA in the lower $20 billion range;
-- Total debt, excluding tower obligations, expected in the $75
billion-$77 billion range, including an expected secured debt mix
of approximately $36 billion at close, which could increase up to
$42 billion;
-- Long-term annualized run-rate synergies of approximately $6
billion;
-- Cash costs to achieve integration and synergies of
approximately $15 billion, with integration expected over a three-
to four-year period;
-- Pro-forma gross core telecom leverage (adjusted debt/EBITDAR)
at approximately 5.0x, deleveraging to the low-4.0x range by the
end of 2021;
-- The forecast does not assume any material divestitures that
could be required if regulators approve the transaction;
-- There has been no change in recovery assumptions that were
last published.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
The transaction, as proposed, is likely to lead to a three-notch
upgrade to the IDRs and outstanding debt of Sprint and its
subsidiaries based on existing assumptions. The final rating would
depend on Fitch's further analysis of the transaction, including
the expected cross-guaranty structure between T-Mobile and Sprint,
an assessment of the potential effect of any additional conditions
placed on the transaction by the regulatory approval process and
the operational performance of T-Mobile at the time of closing.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
Given the pending merger with T-Mobile, Fitch does not expect
negative rating actions over the rating horizon.
LIQUIDITY
Strong Pro-Forma Liquidity: Fitch expects the combined entity would
have substantial liquidity and diversified market access to
appropriately manage liquidity risks. Balance sheet cash is
expected to be roughly $12 billion with secured revolver
availability of $4 billion at transaction close. FCF generation is
expected to increase materially with company estimates in the $10
billion to $11 billion range in the three to four years after the
close driven by the realization of run-rate cost synergies and tax
reform benefits. Consequently, T-Mobile's liquidity position
greatly enhances financial flexibility throughout the integration
process given the uncertainties around the level and timing of cash
requirements and the larger debt maturities due in part to legacy
capital structures, principally after 2020.
In connection with the merger agreement, T-Mobile entered into a
commitment letter for up to $38 billion (later reduced to $30
billion following consents) in secured and unsecured debt
financing, including a $19 billion 364-day secured bridge loan
facility, a $7 billion seven-year secured term loan facility, a $4
billion five-year secured revolving credit facility and an $8
billion (eight- and ten-year) unsecured bridge loan facility.
Sprint and T-Mobile have also received approval to amend the
indentures at the issuing subsidiaries including Sprint Capital
Corp, Sprint Corp, Sprint Spectrum, Sprint Communications, Inc.
(SCI) and T-Mobile USA. The amendments include changing the
definition of change of control to explicitly exclude the
Sprint/T-Mobile combination, modifying restrictions involving
consolidation, mergers and transfers of property and assets,
changing the definition of permitted holder, and changing the ratio
of allowable secured debt.
FULL LIST OF RATING ACTIONS
Fitch maintains the Rating Watch Positive on the following
ratings:
Sprint Corporation
-- IDR 'B+';
-- Senior notes 'B+'/'RR4'.
Sprint Communications Inc. (SCI)
-- IDR 'B+';
-- Secured revolving credit facility 'BB+'/'RR1';
-- Secured term loan B 'BB+'/'RR1';
-- Junior guaranteed unsecured notes 'BB'/'RR2';
-- Senior notes 'B+/RR4'.
Sprint Capital Corporation
-- Senior notes 'B+'/'RR4'.
The following ratings have been revised:
SCI
-- 9.25% debentures due 2022 to 'B+/RR4' from 'BB+/RR1'.
The Rating Watch Positive is maintained on the debentures.
SS&C TECHNOLOGIES: S&P Affirms 'BB' ICR, Outlook Remains Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating to
Windsor, Conn.-based SS&C Technologies Holdings Inc. The outlook
remains negative.
S&P said, "At the same time we affirmed our 'BB' issue-level rating
and '3' recovery rating on SS&C Technologies Inc.'s upsized senior
secured debt. The '3' recovery rating indicates our expectation for
meaningful recovery (50%-70%; rounded estimate: 50%) in a default.
"The Intralinks acquisition increases expected fiscal 2018 pro
forma leverage slightly to the mid-5x area, from the low 5x area
cited in our August 2018 report, which addressed the Eze Software
acquisition. The immaterial rise in leverage does not change our
view on expected fiscal 2019 leverage, and we still expect SS&C to
reduce its leverage to below 5x within the next 12 months. We view
the Intralinks' integration risk as lower relative to the DST and
Eze acquisitions. While the Intralinks acquisition introduces
products that are unrelated to SS&C's core offerings, we believe
that due to the disparate technologies and the platforms involved,
the overall integration required will be less technologically
challenging. However, we maintain that SS&C still faces modest
integration risk given that DST and Eze will be integrated at the
same time.
"The negative outlook reflects our view of the company's continued
high leverage, which will remain in excess of 5x on a trailing
twelve months "actual" basis, following the close of its recently
announced acquisitions (Eze Software, Intralinks). The outlook also
reflects the risks associated with integrating Eze and Intralinks
at the same time as it integrates DST Systems, which could cause
its leverage to remain above 5x if its operations are disrupted.
While we expect SS&C to reduce its leverage below 5x in the 12
months following the close of the transaction, the company's
current leverage provides limited headroom for operating
shortfalls.
"We could lower our rating on SS&C if the frequency of recent
debt-funded acquisitions continue (DST, Eze, Intralinks) such that
its leverage continues to exceed 5x on an "actual" trailing twelve
month basis, and in our opinion will remain at this level for the
foreseeable future through future M&A. The decision to lower the
rating would be irrespective of our expectation that pro forma
leverage will decline below 5x over the following 12-month period,
as we would consider this behavior inconsistent with our current
views on financial policy. We could lower the rating through a
revision to our assessment of the company's financial policy, as
the company has shown its continued willingness to operate with
leverage sustained above 5x.
"We could revise our ratings outlook for SS&C to stable over the
next twelve months if the company successfully integrates DST
Systems, Eze Software, and Intralinks, and uses its excess FOCF to
repay its debt such that its leverage declines below 5x on a
sustained basis."
STG-FAIRWAY HOLDINGS: S&P Alters Outlook to Stable & Affirms B ICR
------------------------------------------------------------------
S&P Global Ratings affirmed the 'B' issuer credit rating on
Atlanta-based STG-Fairway Holdings (First Advantage Corp.), the
'B+' issue-level rating on the company's senior secured first-lien
debt, and the 'CCC+' rating on the senior secured second-lien debt.
The recovery ratings on the first-lien and second-lien debt are
unchanged, respectively, at '2' (70%-90% recovery in a default;
rounded estimate: 70%) and '6'(0%-10% recovery in a default;
rounded estimate: 0%).
At the same time S&P revised its outlook to stable from negative.
S&P said, "The outlook revision reflects our expectation that over
the next 12 months, First Advantage could reduce leverage to the 6x
area and generate $20 to $30 million in reported FOCF. We believe
the company has made sustainable progress toward stabilizing
revenues by resuming sales growth with its existing customer base,
developing a good pipeline of new business prospects, and realizing
costs savings. As of June 30, 2018, the company's adjusted debt to
EBITDA stood in the mid-6x area, down from the high-7x area as of
2017."
"The stable outlook reflects our expectation that First Advantage
will report organic revenue growth in the mid-to-high single digit
percent area over the next two years while maintaining adjusted
EBITDA margins in the low-20% area reflecting a strong pipeline of
new business, further growth in international markets, and reduced
customer attrition. Absent any debt-financed acquisitions or
dividend payments, which we do not incorporate into our base case
forecast, we expect adjusted debt-to-EBITDA to decline to the 6x
area at the end of fiscal 2018, and to the high-5x area in 2019,
while FOCF-to-debt improves to the 5% area over the same period.
"We could lower our rating over the next 12 months if the company's
leverage is sustained above the 7.5x area, or cash flow weakens
such that FOCF-to-debt is maintained in the low-single-digit
percent area and the company relies more heavily on its revolver.
We believe that such a decline would result from
higher-than-expected operating costs as the company continues its
moderate growth trajectory, or if First Advantage once again faces
a spike in client attrition. The company's credit metrics could
also be hurt if it undertakes a large debt-financed dividend or
acquisition.
"We believe an upgrade over the next 12 months is unlikely, as
company performance has only recently stabilized and begun to grow
again after multiple quarters of operating decline. We also do not
see First Advantage's financial sponsor ownership structure as
likely to reduce debt to a level consistent with an upgrade.
However, we could raise our ratings on First Advantage if financial
policy changed to support and maintain credit metrics at or below
5x."
SURVEYMONKEY INC: S&P Places B- Issuer Credit Rating on Watch Pos.
------------------------------------------------------------------
S&P Global Ratings placed all of its ratings on San Mateo,
Caif.-based SurveyMonkey Inc., including the 'B-' issuer credit
rating, on CreditWatch with positive implications.
S&P said, "The CreditWatch placement reflects our expectation that
SurveyMonkey's credit measures will improve following its IPO and
private placement transaction. We expect the company will receive
approximately $157 million from the combined sale, of which $100
will be used to repay a portion of the company's outstanding $322
million senior secured credit facility due in 2024. The expected
proceeds are based upon an assumed price of $10 per share, which is
the midpoint of the estimated offering price range. SurveyMonkey
will issue 13.5 million shares to public and 4 million shares to
Salesforce Venture LLC trough the private placement.
"We plan to resolve the CreditWatch after the IPO and debt
repayment, which we expect will occur over the next 90 days. Given
our expectation for continued strong operating performance
resulting from good enterprise sales, the benefits from recent
price increases, and significantly lower leverage, we could raise
our ratings, including our current 'B-' issuer rating, on
SurveyMonkey, by at least one notch. Alternatively, if the IPO and
debt reduction do not occur, we could affirm our ratings and
maintain the stable outlook."
TARA RETAIL: Court Affirms Approval of Settlement with Elkview, DTS
-------------------------------------------------------------------
COMM 2013 CCRE12 Crossings Mall Road, LLC in the case captioned
COMM 2013 CCRE12 CROSSINGS MALL ROAD, LLC, Appellant, v. TARA
RETAIL GROUP, LLC, Appellee, Civil Action Nos. 1:18CV11, 1:18CV47
(N.D.W.V.) appeals two orders entered by the U.S. Bankruptcy Court
for the Northern District of West Virginia, overruling COMM 2013's
objections to the settlement of certain claims by the debtor, Tara
Retail Group, LLC. The primary question presented is whether the
debtor may compromise a claim by allowing the claim in its
entirety, but agreeing to satisfy the claim, in part, through
payment of a smaller sum. District Judge Irene M. Keeley affirms
the Bankruptcy Court.
Tara Retail owns and operates Elkview Crossings Shopping Mall in
Elkview, West Virginia. Among the Crossings Mall's tenants are
Dollar Tree Stores and The Elswick Company d/b/a Anytime Fitness.
COMM 2013 is Tara Retail's principal creditor due to a $13,650,000
commercial loan, which is secured by a lien on the Crossings Mall,
as well as an assignment of its rents.
COMM 2013 primarily takes issue with one salient feature of the
parties' agreements. In both the Dollar Tree stipulation and the
Elswick compromise, Tara Retail allowed the claim in full "for plan
voting purposes," but agreed to satisfy the claim in a lower or
different amount. COMM 2013 contends that such arrangements should
not be countenanced by the Court because they 1) divorce voting
rights from payment rights under the Bankruptcy Code, 2) permit
fully paid claims to be voted during plan confirmation, and 3)
allow the debtor to manipulate plan voting to the prejudice of
other creditors. Each of these contentions is unavailing.
Contrary to COMM 2013's contention, the Bankruptcy Court did not
allow the claims in different amounts for voting purposes than for
payment purposes. As the Bankruptcy Court explained on the record,
it allowed the Dollar Tree claim in only one amount: "the estimated
amount of $276,000." The claim was not "allowed . . . for
distribution purposes" in a different, lower amount. Rather, from
the Bankruptcy Court's perspective, Dollar Tree agreed to accept
$26,000 in satisfaction of the fully allowed claim.
Although COMM 2013 argues that allowing a claim in a different
amount than it is satisfied constitutes de facto vote manipulation,
there certainly are non-manipulative reasons a debtor and creditor
might enter such an agreement. A creditor may decide that ensuring
the presence of a particular provision in the debtor's proposed
plan of reorganization is more important to it than receiving full
monetary compensation, especially when the bankruptcy estate will
not likely be sufficient to satisfy the full claim. For instance,
both Dollar Tree and Elswick bargained for plan provisions that
include the assumption of their existing lease agreements. In
conclusion, COMM 2013 attacks the reasonableness of allowing two
unsecured claims in full, but it does so without presenting any
concrete argument or evidence that the claims are improper.7 COMM
2013's abstract concern with the disparity between the allowed
claims and the monetary amounts accepted as partial settlement is
insufficient to outweigh the Bankruptcy Court's careful analysis of
the Rule 9019 factors. Therefore, the Court affirms the Bankruptcy
Court's decision to approve the compromises between Tara Retail and
its unsecured creditors, Dollar Tree and Elswick.
According to COMM 2013, the compromises directly violate the plain
language of the statute because they amount to an impermissible
"solicitation" of "votes in favor of a plan prior to approval of a
disclosure statement."
Here, the compromises do not run afoul of the majority, narrow
interpretation of "solicitation" under section 1125(b). As an
initial matter, the agreements were the product of arms-length
negotiations regarding the claims of two unsecured creditors. Tara
Retail objected to the proofs of claim filed by Dollar Tree and
Elswick, but the parties continued to cooperate and repeatedly
stipulated to extensions of time for the creditors to respond.
Briefing only occurred with regard to Tara Retail's objection to
Elswick's proof of claim, and the Bankruptcy Court did not rule on
either objection. Instead, following a months-long "effort
negotiating with Dollar Tree and Elswick," Tara Retail reached an
agreement with both creditors to avoid further litigation.
For these reasons, the Court concludes that Tara Retail did not
engage in impermissible "solicitation" under section 1125(b).
Rather, the compromises at issue are the result of well-informed,
arms-length negotiations between Tara Retail and its creditors.
Thus, the Court affirms the Bankruptcy Court's orders overruling
COMM 2013's objections and approving Tara Retail's settlement of
the claims at issue.
A full-text copy of the Court's Memorandum Opinion and Order dated
August 30, 2018 is available at https://bit.ly/2xn3WCm from
Leagle.com.
COMM 2013 CCRE12 Crossings Mall Road, LLC, Appellant, represented
by Christopher P. Schueller -- christopher.schueller@bipc.com --
Buchanan Ingersoll & Rooney, LLP & Timothy P. Palmer --
timothy.palmer@bipc.com -- Buchanan Ingersoll & Rooney, LLP.
Tara Retail Group, LLC, Debtor, represented by Steven L. Thomas ,
Kay, Casto & Chaney, PLLC & Thomas H. Ewing, Kay, Casto & Chaney,
PLLC.
The Elswick Company, LLC, doing business as, Anytime Fitness,
Interested Party, represented by Alex D. McLaughlin, The Calwell
Practice, LC, John H. Skaggs, The Calwell Practice, LC & W. Stuart
Calwell, Jr., The Calwell Practice, LC.
David L. Bissett, Trustee, pro se.
About Tara Retail
Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger. The
Company is headed by businessman Bill Abruzzino. The Crossings
Mall has been closed and inaccessible to the public since massive
floods swept through West Virginia on June 23, 2016.
On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.
To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
17-00057) on Jan. 24, 2017. The petition was signed by William A.
Abruzzino, managing member. The case judge is the Hon. Patrick M.
Flatley. The Debtor estimated assets and debt of $10 million to
$50 million.
The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC as bankruptcy counsel.
TEXDOM INVESTMENTS: Court Approves Disclosures, Confirms Plan
-------------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas has confirmed the first amended plan and
approved the adequacy of the disclosure statement filed by Texdom
Investments, LLC.
As previously reported by The Troubled Company Reporter, the Plan
provides that the Debtor will continue to operate the Napa Heights
Apartments. The Debtor will pay the debt to Lone Star National Bank
of approximately $2.9 million, by paying at 5.25% interest,
amortized over 22 years, in equal monthly installments, balloon in
4 years. The debtor will pay the debt of OG Construction Company,
LLC of approximately $234,000 by paying at 5.25% interest,
amortized over 10 years, in equal monthly installments, balloon in
4 years. The Debtor will pay ad valorem taxes to Hidalgo County and
City of McAllen at 12% statutory interest over 5 years. At the
option of Bank, Bank will pay the taxes in full and add that amount
to the balance of Bank's Note, to be paid on a 22-year
amortization.
The previously filed Plan provided that unsecured creditors will be
paid 50% of their allowed claims.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txsb17-70485-110.pdf
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/txsb17-70485-109.pdf
About Texdom Investments
Founded in 2013, Texdom Investments, LLC, owns apartment properties
in McAllen, Texas, valued by the company at $4.6 million. Texdom
Investments filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
17-70485) on Dec. 14, 2017. In the petition signed by Ramon I.
Rodriguez, manager, the Debtor disclosed $4.62 million in total
assets and $4.42 million in total liabilities. The case is
assigned to Judge Eduardo V. Rodriguez. Kurt Stephen, Esq., at the
Law Office of Kurt Stephen, PLLC, serves as the Debtor's bankruptcy
counsel.
TOMMIE LINGENFELTER: Proposes $236K Sale of Warner Robins Property
------------------------------------------------------------------
Tommie J. Lingenfelter and Judith R. Lingenfelter ask the U.S.
Bankruptcy Court for the Middle District of Georgia to authorize
the sale of their interest in the real property located at 108
Colonial Oaks, Warner Robins, Georgia to Jarvis Battle and Farrah
Thomas for $236,000.
Respondent JPMCC 2002-CIBC4 Thomaston Retail, Limited Partnership
is a Georgia Limited partnership whose principal address is c/o LNR
Partners, LLC, 1601 Washington Avenue, Suite 800, Miami Beach,
Florida. JPMCC claims an interest in the Property by virtue of a
judgment dated Aug. 21, 2015 and entered by the Superior Court of
Houston County, Georgia in the original amount of $1,494,160. The
Houston County Judgment was recorded at Book 270, Page 188,
Superior Court of Houston County.
Respondent Robins Financial Credit Union, formerly known as Robins
Federal Credit Union ("RFCU") is a credit union with its principal
office located at 803 Watson Blvd., Warner Robins, Georgia 31093.
Respondent Hon. Mark Kushinka, Houston County Tax Commissioner is
the duly elected and serving Tax Commissioner of Houston County,
Georgia. He may be served at 200 Carl Vinson Parkway, Warner
Robins, Georgia, 31088. He may claim an interest in the Property
for ad valorem taxes owing on the Property.
The Motion is a Contested Matter under F.R.B.P. 9014.
On July 27, 2018, the Debtors entered into the Purchase and Sale
Agreement with the Purchasers relating to the purchase and sale of
the Property. In pertinent part, the Contract provides that the
Debtors will sell the Property to the Purchasers for a purchase
price of $236,000, as-is and free and clear of liens, claims, and
interests, with such liens, claims, and interests, if any, to
attach to the net proceeds of such sale. The closing date is set
for the later of (i) Sept. 3, 2018 or (ii) Court approval of the
sale.
The Contract calls for $1,000 in earnest money, which is currently
held in the trust account of Sheridan Solomon & Associates, and
$6,000 in closing costs to be paid by Debtors. The brokerage fee,
if any, due to the Broker is payable out of the purchase price
pursuant to a Listing Agreement dated on July 24, 2018 between the
Debtors and Broker and estimated to be $14,160 (i.e., 6%). The
Debtors will file a separate application seeking authorization for
them to engage the Broker.
The Debtors ask the Court to authorize the disbursal of the
proceeds of the sale as follows:
i. pay liens for unpaid ad valorem taxes assessed against the
Property through the closing of the sale;
ii. pay to Debtors their claimed exemptions in the Property of
$44,200, consisting of $43,000 under O.C.G.A. Section
44-13-100(a)(1) and $1,200 under O.C.G.A. Section 44-13-100(a)(6),
provided that Debtors obtain, as necessary, an order avoiding the
judgment lien of JPMCC to the extent that such lien impairs the
Debtors' exemptions;
iii. pay all usual, customary, and reasonable costs associated
with the sale as agreed in the Contract and the Listing Agreement,
including $6,000 in closing costs as required in the Contract and
the broker fee;
iv. pay to RFCU at closing the net proceeds necessary to
satisfy the RFCU indebtedness; and
v. pay to JPMCC any remaining net proceeds allocated to the
Debtors' interest in the Property.
The Debtors also ask the Court to authorize the compensation of the
Broker, real estate broker for Debtors.
Despite the fact that Debtors scheduled the Property as having a
value of $350,000 compared to the $236,000 proposed sale price,
ample business justification exists in the instant case for the
sale of the Property to the Purchasers because the Debtors believe
that the sale price for the Property is at or above the market
price and the very best price that the market will bear after
engaging a highly-regarded local real estate broker and exposing
the property to competing bids.
The Debtors believe that time is of the essence in closing the
transactions by the contemplated Closing Date. Therefore, they ask
that the Court waives the 14-day stay of any order approving the
Motion pursuant to F.R.B.P. 6004(h) and 6006(d).
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Tommie_Lingenfelter_125_Sales.pdf
About the Lingenfelters
Tommie J. Lingenfelter and Judith R. Lingenfelter sought Chapter 11
protection (Bankr. M.D. Ga. Case No. 17-51934) on Sept. 5, 2017.
The Debtors continue to operate their businesses and manage their
properties as debtors-in-possession pursuant to Sections 1107(a)
and 1108 of the Bankruptcy Code.
No creditors' committee has been appointed in the case. No trustee
or examiner has been appointed.
The Debtors tapped David L. Bury, Jr., Esq., at Stone & Baxter,
LLP, as counsel. On Feb. 23, 2018, the Court appointed Independent
Realty of Central Georgia, Inc., doing business as Washburn &
Associates, as broker.
TUNNEL HILL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Jericho, N.Y-based Tunnel Hill Partners LP. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed senior secured
credit facility, which comprises a $75 million revolving credit
facility due 2023 and a $275 million term loan B due 2025. The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in the event of a default.
"Our 'B' issuer credit rating on Tunnel Hill reflects the company's
small size, narrow scope, limited geographic diversity, and large
exposure to revenue streams that aren't easily predictable. Its
high internalization rate and flexible capital structure partially
offset these factors.
"The outlook on Tunnel Hill is stable, reflecting operating trends
and financial policies that support current ratings. We expect the
company's adjusted debt-to-EBITDA ratio to remain elevated at
approximately 5x over the next 12 months. We expect stable revenue
streams from its transfer stations, disposal sites, and collection
operations, and modest presence in the attractive Northeast waste
market, to continue supporting Tunnel Hills's operating and credit
metrics.
"We could raise our rating on Tunnel Hill if the company is able to
increase its scale and exposure to municipal waste, a more
predictable waste stream, in a meaningful way through accretive
acquisitions. As well, we would contemplate raising our rating
following stronger-than-expected operating performance leading to
improved credit measures, such that the company sustains an
adjusted debt-to-EBITDA ratio below 4x on a sustained basis and
demonstrates a conservative financial policy that would support
sustaining it.
"Although unlikely over the next 12 months, we could lower our
ratings on THP if we expect its adjusted debt-to-EBITDA ratio to
increase to above 6x and remain there for an extended period with
limited prospects for improvement. This could happen as a result of
policy-related actions--such as debt-financed acquisitions or
shareholder returns--as well as inability to continue winning new
customers within its construction and demolition waste stream
(which tends to be less predictable than municipal collection). We
could also lower our ratings on the company if the level of EBITDA
headroom under the revolving facility's springing leverage ratio
covenant declines below 15%."
TWO BAR O COUNTRY: Plan Confirmation Hearing Set for Nov. 7
-----------------------------------------------------------
Chief Bankruptcy Judge Brenda Moody Whinery approved Two Bar O
Country Store, Inc.'s second amended disclosure statement, dated
August 31, 2018, in support of its second amended nonadverse
chapter 11 plan.
The Court will consider whether to confirm the Plan at a hearing on
Nov. 7, 2018, at 10:00 a.m. The Confirmation Hearing will be held
in Courtroom 446 at 38 South Scott Avenue, Tucson, Arizona.
Written objections to the confirmation of the plan, and ballots
voting for or against the plan must be filed by Oct. 31, 2018.
The Troubled Company Reporter previously reported that the second
amended disclosures disclosed unpaid CAM claims against Natural Pet
Partners, LLC.
A full-text copy of the Second Amended Disclosure Statement dated
August 31, 2018 is available for free at:
http://bankrupt.com/misc/azb4-17-12618-115.pdf
About Two Bar O Country Store
Two Bar O Country Store, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-12618) on Oct. 24,
2017. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000.
Judge Scott H. Gan presides over the case. The Debtor hired The
Law Offices of C.R. Hyde, PLC, as its legal counsel.
VERITY HEALTH: S&P Cuts 2005 Bonds Rating to CC on Chap. 11 Filing
------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'CC' from 'CCC'
on California Statewide Communities Development Authority's
following fixed-rate bonds, (collectively, the 2005 bonds) issued
for Verity Health System (Verity; formerly known as the Daughters
of Charity Health System): $259.1 million series 2005A; $48.2
million series 2005G; and $17.6 million series 2005H. The outlook
is negative.
"The downgrade reflects Verity's recent announcement that it filed
for Chapter 11 bankruptcy protection in the United States
Bankruptcy Court on Aug. 31, 2018," said S&P Global Ratings credit
analyst Melanie Her. "The 'CC' rating reflects our view that the
issuer is currently highly vulnerable to nonpayment over the next
12 months," Ms. Her added.
Verity plans to maintain health care services throughout the
bankruptcy process and intends to sell all or some of its assets.
S&P's criteria consider these default scenarios to include
near-term liquidity, a crisis violation of financial covenants, or
consideration of a redemption. Management indicates that the system
intends to continue to make its interest payments to the trustee
during the proceedings. S&P understands that the next interest
payment to bondholders is due on Jan. 1, 2019. Management indicates
that it intends to reimburse the trustees for its reasonable
expenses in connection with the bankruptcy case.
Verity operates in a competitive market; the system's facilities
are clustered around the San Francisco Bay Area (O'Connor Hospital,
St. Louise Regional Hospital, Seton Medical Center, and Seton
Coastside) and Los Angeles (St. Vincent Medical Center and St.
Francis Medical Center). The system has a 10-year agreement with
the attorney general, which ends in July 2025. The agreement
provides operational oversight and precludes certain change of
service as well as other management actions, which may hamper
certain turnaround efforts including asset sales.
VERITY HEALTH: U.S. Trustee Forms 9-Member Committee
----------------------------------------------------
The Office of the U.S. Trustee on Sept. 17 appointed nine creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Verity Health System of California, Inc. and
its affiliates.
The committee members are:
(1) Aetna Life Insurance Company
Attention: Paul Weller, head of provider Litigation
1425 Union Meeting Road, Mail Stop U23S
Blue Bell, PA 19422
Telephone: (215) 775-0788
Email: pdweller@aetna.com
(2) Allscripts Healthcare, LLC
c/o Greg Bianchi
10 Glenlake Parkway, Suite 500
Atlanta, GA 30328
Telephone: (404) 847-5901
(3) California Nurses Association
Attention: Krysten Skogstad, In-house Counsel
155 Grand Avenue
Oakland, CA 94612
Telephone: (510) 273-2273
Email: kskogstad@calnurses.org
(4) Iris Lara
c/o Trisha Monesi
1875 Century Park East, Suite 100
Los Angeles, CA 90067
Telephone: (310) 712-8014
Email: trisha.monesi@capstonelawyers.com
(5) Medline Industries, Inc.
Three Lakes Drive
Northfield, IL 60093
Telephone: (262) 367-7501 x 2252
Email: sreed@medline.com
(6) Pension Benefit Guaranty Corporation
Attention: Michael Strollo and Family Lesniewski
1200 K Street, NW
Washington, DC 20005
Telephone: (202) 326-4000 ext 4907, 6137
Email: stroll.michael.pbgc.gov
(7) SEIU United healthcare Workers West
Attention: David Miller
560 Thomas L. Berkeley Way
Oakland, CA 94612-1602
Telephone: (510) 251-1250
Email: dmiller@seiu-uhw.org
(8) Sodexo Operations, LLC
A Delaware Limited Liability
Sodexo CTM LLC
Attention: Brad Hamman
283 Cranes Roost Blvd., Suite 260
Altamonte Springs, FL 32701
Telephone: (407) 339-3230 ext 35204
(9) St. Vincent IPA Medical Corporation
c/o Mark Neubauer, Esq., and Donald Kirk, Esq.
Carlton Fields Jorden Burt, LLP
2000 Avenue of the Stars, Suite 530N
Los Angeles, CA 90067-4707
Telephone: (310) 843-6310 or (813) 229-4334
Email: dkirk@carltonfields.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Verity Health System
Verity Health System -- https://verity.org -- operates as a
nonprofit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles. In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health. Verity Health also includes Verity Medical
Foundation.
With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.
Verity Health System of California, Inc. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Calif. Lead Case No. 18-20151) on August 31, 2018. In the petition
signed by Richard Adcock, chief executive officer, the Debtor
disclosed that they had estimated assets of $500 million to $1
billion and liabilities of $500 million to $1 billion.
Judge Ernest M. Robles presides over the cases.
The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC as financial advisor; Cain Brothers as
investment banker; and Kurtzman Carson Consultants as claims agent.
VERNA B. NEILSON: Chapter 11 Case Dismissed for Bad Faith Filing
----------------------------------------------------------------
Bankruptcy Judge Robert E. Littlefield, Jr. granted the Estate of
Elena Duke Benedict's motion to dismiss Debtor Verna B. Neilson's
bankruptcy case captioned In re: Verna B. Neilson, Chapter 11,
Debtor, Case No. 17-10631 (Bankr. N.D.N.Y) for bad faith.
The Estate argues that the Debtor filed her petition in bad faith
as this case is simply a two-party dispute without a bankruptcy
purpose. In opposition, the Debtor claims to have filed this case
to reorganize. Notwithstanding the Estate's $4 million judgment
against her, the Debtor takes the position that the Estate may
actually owe her money if she prevails on her appeal in the Annuity
litigation and obtains a favorable result in the Benedict Dairy
Farms litigation. In reply, the Estate asserts that it is improper
for the Debtor to file bankruptcy solely to continue state court
litigation.
It is clear that the Debtor only intends on exercising her
fiduciary duties once she exhausts all of her rights in the Annuity
and BDF litigation. Since the Debtor has minimal income, the only
way for the Debtor to maximize the estate's value is to avoid
preferences, recover transfers, and to sell, or otherwise extract
value from, her assets. Under the facts of this case, refusing to
recover the Property until state court litigation concludes is a
violation of her fiduciary duty as the obligation to pay creditors
cannot wait until a time that suits the Debtor. The litigation
history between the parties makes clear that the Debtor's proposal
would result in significant delay since it took seventeen years for
the annuity litigation to be reduced to a judgment, which is now on
appeal, and the BDF litigation has been pending since 2005 without
a judgment, which too will surely be appealed whenever it is
entered.
In summary, the filing was designed to further delay agonizing
family litigation stretching nearly twenty years. The Debtor has
negative monthly income and has not made any effort to proceed with
the Annuity litigation appeal or the BDF litigation despite
conceding that success in state court is vital to her bankruptcy
case. The Debtor does not cite to a single case which would support
her ability to stay in chapter 11 while proceeding in this manner.
For all of these reasons, the Court concludes that the Debtor did
not file this case for the proper purpose of reorganizing but
rather for the improper purpose of relitigating and continuing to
litigate. If the Court were to find that this case was filed for a
proper purpose, it would legitimize a "wait and see" approach that
permits the Debtor to use the bankruptcy process as a litigation
tactic and prejudicially delay creditors, all under the guise of
reorganization.
A copy of the Court's Memorandum Decision and Order dated August
31, 2018 is available at https://bit.ly/2NnBSsL from Leagle.com.
VERNA B. NEILSON, Debtor, represented by Richard L. Weisz --
rweisz@hodgsonruss.com -- Hodgson Russ LLP.
U.S. Trustee, U.S. Trustee, represented by Alicia Marie Leonhard ,
Office of the United States Trustee & Lisa M. Penpraze , Office of
The United States Trustee.
Verna B. Neilson filed for chapter 11 bankruptcy protection (Bankr.
N.D.N.Y. Case No. 17-10631) on April 4, 201, and is represented by
Richard L. Weisz, Esq. of Hodgson Russ LLP.
WESTERN REFRIGERATED: Oct. 24 Plan Confirmation Hearing Set
-----------------------------------------------------------
Bankruptcy Judge Brenda K. Martin issued an order approving Western
Refrigerated Freight Systems, Inc. and Western Refrigerated
Leasing, LLC's disclosure statement referring to their chapter 11
plan.
The hearing to consider the confirmation of the plan will be held
at the United States Bankruptcy Court, 230 N. First Avenue, 7th
Floor, Courtroom 701, Phoenix, Arizona on Oct. 24, 2018 at 1:30
p.m.
Ballots accepting or rejecting the plan must be received by the
Plan Proponent at least seven days prior to the hearing date set
for the confirmation of the plan (Oct. 17, 2018).
The last day for filing and serving written objections to
confirmation of the plan is fixed at seven days prior to the
hearing date set for confirmation of the plan (Oct. 17, 2018).
About Western Refrigerated
Western Refrigerated Freight Systems, Inc. --
http://www.westernrefrigerated.com/-- is a less-than-truckload
carrier based in Tolleson, Arizona. The company, with two central
locations in the southwestern United States, handles temperature
sensitive shipping and distribution needs throughout California,
Arizona and Nevada. The company has been in business since 1989,
serving the Southwest for over 20 years.
Western Refrigerated Freight Systems and Western Refrigerated
Leasing, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Lead Case No. 18-01448) on Feb. 16, 2018.
In the petitions signed by Jeffrey M. Boley, president, WRF
estimated assets of less than $1 million and liabilities of $1
million to $10 million, and WRL estimated assets and liabilities of
less than $1 million
Judge Brenda K. Martin presides over the cases.
Allen Barnes & Jones, PLC, is the Debtor's counsel.
WILLIAM ABRAHAM: Trustee's $585K Sale of El Paso Property Withdrawn
-------------------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas withdrew without prejudice the sale by
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., of the real property located at 200 N. Mesa, El Paso Texas,
including improvements, to Don Luciano or assigns for $585,000,
subject to higher and better offers.
A hearing on the Motion was held on Sept. 11, 2018.
The Debtor is the sole owner of 200 N. Mesa, LLC, which owns the
Real Property described as 4 Mills 60 ft on Texas x 86.667 ft on
Mesa SWC (W 60 Ft of 24). 200 N. Mesa acquired the Real Property
from the University of Texas on Feb. 20, 2015. The property has a
small office building with improvements consisting of approximately
5,680 sq. ft. which were built in 1938 according to the El Paso
Central Appraisal District.
http://bankrupt.com/misc/William_Abraham_148_Sales.pdf
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILLIAM ABRAHAM: Trustee's $663K Sale of El Paso Property Withdrawn
-------------------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas withdrew without prejudice the sale by
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., of the real property known as 1685 Joe Battle Blvd., El Paso,
Texas to Courton, LLC or assigns for $662,930, subject to overbid.
A hearing on the Motion was held on Sept. 11, 2018.
The Real Property consists of undeveloped property on the East side
of El Paso. The Trustee proposed to sell the Real Property free
and clear of all liens, claim, interests and encumbrances.
The Proposed Purchaser:
COURTON, LLC
3737 Gateway West
El Paso, TX 79903
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILLIAM CLARKE: $2.85M Sale of San Francisco Properties Denied
--------------------------------------------------------------
Judge Hannah L. Blumensteil of the U.S. Bankruptcy Court for the
Northern District of California denied William Gardner Clarke's
sale of the real property commonly known as 194-198 Guerrero
Street, San Francisco, California and 502 14th St, San Francisco,
California, Collective APN: Block 3534, Lot 14, as well as all
personal property located thereon, to Joseph E. Pearson, Geoffrey
T. Herrick, and Sean M. Kelley for a total purchase price of $2.85
million, subject to overbid.
A hearing on the Motion was held on Sept. 6, 2018.
The Debtor proposes to sell the Properties free and clear of liens
and other interests.
The case In re William Gardner (Bankr. N.D. Cal. Case No.
17-31081).
XTRALIGHT MANUFACTURING: Amends Plan to Revise Several Provisions
-----------------------------------------------------------------
XtraLight Manufacturing, Ltd., submits a non-material modification
to its plan of reorganization, dated August 28, 2018, and related
disclosure statement.
Some of the modifications are as follows:
(1) The definition of "Allowed Claim" or "Allowed Interest" is
amended and restated in its entirety to read as:
2.1.3 "Allowed Claim" or "Allowed Interest" shall mean a Claim or
Interest (a) in respect of which a proof of claim or application
has been filed with the Court within the applicable period of
limitations fixed by Bankruptcy Rule 3001 or, by order of this
Court, (b) scheduled in the list of Creditors prepared and filed
with the Bankruptcy Court pursuant to Bankruptcy Rule 1007(b) and
not listed as disputed, contingent or liquidated as to amount, in
either case as to which no objection to the allowance thereof has
been interposed within any applicable period of limitations fixed
by Bankruptcy Rule 3001 or an order of the Bankruptcy Court, or as
to which any such objection has been determined by an order or
judgment which is no longer subject to appeal or certiorari
proceeding and as to which no appeal or certiorari proceeding is
pending.; provided, however, that the Class 1 Claim of Compass is
deemed an Allowed Claim, including, without limitation, an Allowed
Secured Claim, an Superpriority Claim and an Allowed Administrative
Claim.
Article V of the Plan is hereby amended and restated in its
entirety to read as follows:
The Class 1 Claim of Compass is impaired. Allowed Class 2 and Class
3 are unimpaired under the Plan. Accordingly, they are conclusively
presumed to have accepted the Plan under Bankruptcy Code Section
1126(g), and therefore, are not entitled to vote to accept or
reject the Plan. Allowed Class 4 Claims and Class 5 Interest are
impaired under the Plan and are entitled to vote to accept or
reject the Plan.
The Treatment of Class 3 is amended from "Except to the extent that
the holder of an Allowed General Unsecured Claim and XtraLight
agree to different treatment, the holders of each Allowed Class 3
Claim shall receive 100% of their payable within 30 days of the
Effective Date of the Plan." to "Except to the extent that holder
of an Allowed General Unsecured Claim and XtraLight agree to
different treatment, the holders of each Allowed Class 3 Claim
shall receive 100% of their payable upon the Effective Date of the
Plan and the Debtor shall be deemed in default if the claim is not
paid within 90 days of the Effective Date."
A copy of the Submitted Modifications is available at:
http://bankrupt.com/misc/txsb18-31857-160.pdf
About XtraLight Manufacturing
Founded in 1986, XtraLight Manufacturing, Ltd. --
http://www.xtralight.com/-- designs, develops, and manufactures
lighting products for commercial, retail, institutional, and
industrial lighting projects. Based in Houston, Texas, XtraLight
offers a complete line of LED lighting solutions including indoor
LED, outdoor LED, architectural LED and fluorescent.
XtraLight Manufacturing filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 18-31857) on April 11, 2018. In the petition signed
by Jerry Caroom, president and manager of XLM Management, LLC,
Debtor's general partner, the Debtor estimated assets and
liabilities at $10 million to $50 million. The case is assigned to
Judge Marvin Isgur. Hoover Slovacek LLP is the Debtor's bankruptcy
counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re True Security, Inc.
Bankr. D. Colo. Case No. 18-17887
Chapter 11 Petition filed September 7, 2018
See http://bankrupt.com/misc/cob18-17887.pdf
represented by: Aaron A. Garber, Esq.
BUECHLER & GARBER, LLC
E-mail: Aaron@bandglawoffice.com
In re Stephen Wayne Aycock, II and Juanita Francis Aycock
Bankr. M.D. Fla. Case No. 18-07591
Chapter 11 Petition filed September 7, 2018
represented by: Samantha L. Dammer, Esq.
TAMPA LAW ADVOCATES, P.A.
E-mail: sdammer@attysam.com
In re Allan Kane
Bankr. D. Md. Case No. 18-21857
Chapter 11 Petition filed September 7, 2018
represented by: David J. Kaminow, Esq.
INMAN KAMINOW, P.C.
E-mail: dkaminow@kamlaw.net
In re Hillside Lofts LLC
Bankr. E.D.N.Y. Case No. 18-45135
Chapter 11 Petition filed September 7, 2018
See http://bankrupt.com/misc/nyeb18-45135.pdf
Filed Pro Se
In re Arnold Bize
Bankr. E.D.N.Y. Case No. 18-76046
Chapter 11 Petition filed September 7, 2018
represented by: Joseph Y. Balisok, Esq.
BALISOK & KAUFMAN PLLC
E-mail: balisoklawyers@gmail.com
In re Chattanooga Supportive Services, Inc.
Bankr. E.D. Tenn. Case No. 18-14082
Chapter 11 Petition filed September 7, 2018
See http://bankrupt.com/misc/tneb18-14082.pdf
represented by: David J. Fulton, Esq.
SCARBOROUGH & FULTON
E-mail: djf@sfglegal.com
In re Donna Renee Pierce
Bankr. E.D. Tenn. Case No. 18-32758
Chapter 11 Petition filed September 7, 2018
represented by: Thomas Lynn Tarpy, Esq.
TARPY, COX, FLEISHMAN & LEVEILLE, PLLC
E-mail: ltarpy@tcflattorneys.com
In re John Brian Miraglia
Bankr. M.D. Tenn. Case No. 18-06021
Chapter 11 Petition filed September 7, 2018
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Brian Jeffrey Hudson
Bankr. W.D. Ark. Case No. 18-72418
Chapter 11 Petition filed September 7, 2018
represented by: Emily J. Henson, Esq.
BOND LAW OFFICE
E-mail: emily.henson@me.com
In re Wilfredo Torres Bezares
Bankr. D.P.R. Case No. 18-05203
Chapter 11 Petition filed September 7, 2018
represented by: Jesus Enrique Batista Sanchez, Esq.
THE BATISTA LAW GROUP, PSC
E-mail: jeb@batistasanchez.com
In re David Joachim
Bankr. S.D. Tex. Case No. 18-35095
Chapter 11 Petition filed September 7, 2018
represented by: Reese W. Baker, Esq.
BAKER & ASSOCIATES LLP
E-mail: courtdocs@bakerassociates.net
In re Duke Smith
Bankr. W.D. Tex. Case No. 18-52144
Chapter 11 Petition filed September 7, 2018
represented by: Dean William Greer, Esq.
E-mail: dwgreer@sbcglobal.net
In re Van's Laundromats Inc.
Bankr. E.D. Pa. Case No. 18-15955
Chapter 11 Petition filed September 9, 2018
See http://bankrupt.com/misc/paeb18-15955.pdf
represented by: Demetrius J. Parrish, Esq.
THE LAW OFFICES OF DEMETRIUS J. PARRISH
E-mail: djpbkpa@gmail.com
In re Catherine J. Watkins
Bankr. C.D. Cal. Case No. 18-12276
Chapter 11 Petition filed September 10, 2018
represented by: Michael R. Totaro, Esq.
TOTARO & SHANAHAN
E-mail: Ocbkatty@aol.com
In re Carol Lee DePuydt-Meier
Bankr. N.D. Cal. Case No. 18-42109
Chapter 11 Petition filed September 10, 2018
represented by: Nancy Weng, Esq.
TSAO-WU AND YEE, LLP
E-mail: nweng@tsaoyee.com
In re Blue Water Powerboats, Inc.
Bankr. S.D. Fla. Case No. 18-21113
Chapter 11 Petition filed September 10, 2018
See http://bankrupt.com/misc/flsb18-21113.pdf
represented by: David L. Merrill, Esq.
THE ASSOCIATES
E-mail: dlmerrill@theassociates.com
In re Mark Richard Pollio
Bankr. S.D. Fla. Case No. 18-21115
Chapter 11 Petition filed September 10, 2018
represented by: David L. Merrill, Esq.
THE ASSOCIATES
E-mail: dlmerrill@theassociates.com
In re AN Coffee, LLC
Bankr. D.N.M. Case No. 18-12280
Chapter 11 Petition filed September 10, 2018
See http://bankrupt.com/misc/nmb18-12280.pdf
represented by: Leslie D. Maxwell, Esq.
MAXWELL LAW, P.C.
E-mail: lmaxwell@maxwelllawpc.com
In re Pilar Lopez
Bankr. S.D.N.Y. Case No. 18-23394
Chapter 11 Petition filed September 10, 2018
represented by: H. Bruce Bronson, Jr., Esq.
BRONSON LAW OFFICES, P.C.
E-mail: ecf@bronsonlaw.net
In re MH Direct, Inc.
Bankr. N.D. Tex. Case No. 18-70276
Chapter 11 Petition filed September 10, 2018
See http://bankrupt.com/misc/txnb18-70276.pdf
represented by: Edward Michael Ratliff, Esq.
LAW OFFICE OF MICHAEL RATLIFF
E-mail: consumer.law@hotmail.com
In re Angela Kay VanderMolen
Bankr. W.D. Mich. Case No. 18-03625
Chapter 11 Petition filed August 23, 2018
represented by: Mercedes T. Watts, Esq.
T. WATTS LAW PC
E-mail: mercedes@twattslaw.com
In re Alabama Injury and Pain Clinic
Bankr. S.D. Ala. Case No. 18-03685
Chapter 11 Petition filed September 11, 2018
See http://bankrupt.com/misc/alnb18-03685.pdf
represented by: Barry A. Friedman, Esq.
FRIEDMAN, POOLE & FRIEDMAN, P.C.
E-mail: bky@bafmobile.com
In re Marco Romagnoli
Bankr. S.D. Fla. Case No. 18-21157
Chapter 11 Petition filed September 11, 2018
represented by: Richard R. Robles, Esq.
E-mail: rrobles@roblespa.com
In re Venetian Room, LLC
Bankr. N.D. Ga. Case No. 18-65262
Chapter 11 Petition filed September 11, 2018
See http://bankrupt.com/misc/ganb18-65262.pdf
represented by: Justin Oliverio, Esq.
ATTORNEY JUSTIN OLIVERIO, LLC
E-mail: Justin@ajollc.com
In re Peter P. Ackerman
Bankr. D.N.H. Case No. 18-11217
Chapter 11 Petition filed September 11, 2018
represented by: Ryan M. Borden, Esq.
FORD & MCPARTLIN, P.A.
E-mail: rborden@fordlaw.com
In re JS & ES Holdings, LLC
Bankr. D.N.J. Case No. 18-28149
Chapter 11 Petition filed September 11, 2018
See http://bankrupt.com/misc/njb18-28149.pdf
represented by: David L. Stevens, Esq.
SCURA, WIGFIELD, HEYER & STEVENS
E-mail: dstevens@scuramealey.com
In re Universal Abundant Blessings of New Life
Bankr. S.D.N.Y. Case No. 18-23407
Chapter 11 Petition filed September 11, 2018
See http://bankrupt.com/misc/nysb18-23407.pdf
represented by: Raymond Ragues, Esq.
RAGUES PLLC
E-mail: ray@ragueslaw.com
In re Alson Alston
Bankr. E.D. Pa. Case No. 18-16008
Chapter 11 Petition filed September 11, 2018
represented by: Joseph T. Bambrick, Jr., Esq.
E-mail: NO1JTB@juno.com
In re Thomas Martin Lee
Bankr. D.N.J. Case No. 18-28214
Chapter 11 Petition filed September 12, 2018
represented by: Thaddeus R. Maciag, Esq.
MACIAG LAW, LLC
E-mail: MaciagLaw1@aol.com
In re Enrique Guajardo
Bankr. C.D. Cal. Case No. 18-20685
Chapter 11 Petition filed September 12, 2018
represented by: Onyinye N. Anyama, Esq.
ANYAMA LAW FIRM
E-mail: onyi@anyamalaw.com
In re Finnian Osakpamwan Ebuehi and Elizabeth Olohirere Ebuehi
Bankr. C.D. Cal. Case No. 18-20704
Chapter 11 Petition filed September 12, 2018
represented by: Anthony Obehi Egbase, Esq.
A.O.E LAW & ASSOCIATES, APC
E-mail: info@aoelaw.com
In re Con-Nic Apartments, LLC
Bankr. D. Mass. Case No. 18-41697
Chapter 11 Petition filed September 12, 2018
See http://bankrupt.com/misc/mab18-41697.pdf
represented by: James A. Wingfield, Esq.
LAW OFFICES OF JAMES WINGFIELD
E-mail: wingfield@wingfieldlaw.com
In re 509 E 55 St Corp.
Bankr. E.D.N.Y. Case No. 18-45214
Chapter 11 Petition filed September 12, 2018
See http://bankrupt.com/misc/nyeb18-45214.pdf
Filed Pro Se
In re Verlinda V. Deane
Bankr. E.D.N.Y. Case No. 18-45215
Chapter 11 Petition filed September 12, 2018
Filed Pro Se
In re Avro Inc.
Bankr. E.D.N.Y. Case No. 18-76150
Chapter 11 Petition filed September 12, 2018
See http://bankrupt.com/misc/nyeb18-76150.pdf
Filed Pro Se
In re Gotham Trading Partners #1 LLC
Bankr. S.D.N.Y. Case No. 18-12750
Chapter 11 Petition filed September 12, 2018
See http://bankrupt.com/misc/nysb18-12750.pdf
represented by: Jay Markowitz, Esq.
THE LAW OFFICES OF JAY S. MARKOWITZ, P.C.
E-mail: jsmarkow@aol.com
In re Syed Bukhari and Lubna Bukhari
Bankr. W.D.N.Y. Case No. 18-11785
Chapter 11 Petition filed September 12, 2018
represented by: Daniel F. Brown, Esq.
ANDREOZZI BLUESTEIN LLP
E-mail: dfb@andreozzibluestein.com
In re Samuel Lee Crilly and Kimberly Deane Crilly
Bankr. W.D. Okla. Case No. 18-13849
Chapter 11 Petition filed September 12, 2018
represented by: B. David Sisson, Esq.
E-mail: sisson@sissonlawoffice.com
In re Anthony James Demeo
Bankr. M.D. Pa. Case No. 18-03802
Chapter 11 Petition filed September 12, 2018
Filed Pro Se
In re Deusderys W. Ramos Melendez
Bankr. D.P.R. Case No. 18-05278
Chapter 11 Petition filed September 12, 2018
represented by: Alberto O. Lozada Colon, Esq.
BUFETE LOZADA COLON
E-mail: lozada1954@hotmail.com
In re Jorge Benitez, Jr.
Bankr. M.D. Tenn. Case No. 18-06117
Chapter 11 Petition filed September 12, 2018
represented by: Joseph P. Rusnak, Esq.
TUNE ENTREKIN & WHITE PC
E-mail: jrusnak@tewlawfirm.com
In re John T Malaise
Bankr. W.D. Tex. Case No. 18-52159
Chapter 11 Petition filed September 12, 2018
represented by: Ronald J. Smeberg, Esq.
THE SMEBERG LAW FIRM, PLLC
E-mail: ron@smeberg.com
In re Summit Family Fun LLC
Bankr. D. Colo. Case No. 18-18054
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/cob18-18054.pdf
represented by: Robert J. Shilliday, III, Esq.
SHILLIDAY LAW, P.C.
E-mail: rob@vs-lawyers.com
In re PacketTel Networks, Inc.
Bankr. M.D. Fla. Case No. 18-07774
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/flmb18-07774.pdf
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@TampaEsq.com
In re LDE Holdings LLC
Bankr. E.D. La. Case No. 18-12425
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/laeb18-12425.pdf
represented by: Albert J. Derbes, IV, Esq.
THE DERBES LAW FIRM, L.L.C.
E-mail: ajdiv@derbeslaw.com
In re 8512 Smith Ave LLC
Bankr. D.N.J. Case No. 18-28318
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/njb18-28318.pdf
Filed Pro Se
In re CALA D OR GROUP LLC
Bankr. E.D.N.Y. Case No. 18-45258
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/nyeb18-45258.pdf
represented by: Philip T. Miller, Esq.
MILLER LAW GROUP
E-mail: pmiller@mlglawoffices.com
In re Quality Glass Services, Inc.
Bankr. S.D.N.Y. Case No. 18-23420
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/nysb18-23420.pdf
represented by: H. Bruce Bronson, Jr., Esq.
BRONSON LAW OFFICES, P.C.
E-mail: ecf@bronsonlaw.net
In re Remond Remodeling Co Inc.
Bankr. M.D. Pa. Case No. 18-03815
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/pamb18-03815.pdf
Filed Pro Se
In re American Logistic Group LLC
Bankr. M.D. Pa. Case No. 18-03840
Chapter 11 Petition filed September 13, 2018
See http://bankrupt.com/misc/pamb18-03840.pdf
Filed Pro Se
In re Timothy Ray Holbrook and Jacqueline S. Holbrook
Bankr. W.D. Wash. Case No. 18-13572
Chapter 11 Petition filed September 13, 2018
represented by: Thomas D. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
E-mail: courtmail@expresslaw.com
In re Kirk's Framing, Inc.
Bankr. M.D. Fla. Case No. 18-03244
Chapter 11 Petition filed September 14, 2018
See http://bankrupt.com/misc/flmb18-03244.pdf
represented by: Thomas C Adam, Esq.
ADAM LAW GROUP, P.A.
E-mail: tadam@adamlawgroup.com
In re .J. Mega Parking Systems Inc.
Bankr. S.D.N.Y. Case No. 18-12790
Chapter 11 Petition filed September 14, 2018
See http://bankrupt.com/misc/nysb18-12790.pdf
Filed Pro Se
In re Fernley & Fernley, Inc.
Bankr. E.D. Pa. Case No. 18-16122
Chapter 11 Petition filed September 14, 2018
See http://bankrupt.com/misc/paeb18-16122.pdf
represented by: Ellen M. McDowell, Esq.
MCDOWELL LAW, PC
E-mail: emcdowell@mcdowelllegal.com
In re 3001 Decatur Trust
Bankr. N.D. Tex. Case No. 18-43618
Chapter 11 Petition filed September 14, 2018
See http://bankrupt.com/misc/txnb18-43618.pdf
Filed Pro Se
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***