/raid1/www/Hosts/bankrupt/TCR_Public/181120.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, November 20, 2018, Vol. 22, No. 323
Headlines
47 HOPS: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
550 SEABREEZE: Exclusive Plan Filing Period Moved to December 24
66 ON 66 BAR: Cash Collateral Stipulation With PPB Approved
A.N.P. ELECTRIC: May Use Cash Collateral on Interim Basis
ABACUS INVESTMENT: Court Abates Tampa Property Sale Consideration
ABE'S BOAT: Creditor Seeks Ch. 11 Trustee Appointment
ADVANCE LAWN: Unsecured Creditors to Get 17.74% Under Plan
ADVANCED SPORTS: Court Official Unable to Appoint Committee
ALABAMA INJURY: Has Authorization on Cash Collateral Use
ALEXANDRIA INVESTMENT: Proposed Auction of Airbase Road Land Okayed
ALLINGER PROPERTIES: $1M Sale of Mt Morris Property to MHP Approved
AMUR FINANCE: UMB Bank to Auction Collateral on Dec. 5
ANDREW YOUNG: Proposes $7.5K Private Sale of Gary Property
ANDREW YOUNG: Proposes a $7.5K Private Sale of Gary Property
ARABELLA EXPLORATION: $54M Sale of Substantially All Assets Okayed
ARCHER NORRIS: Files Plan Proposing Liquidation of Assets
AVATAR PACKAGING: RF Drew Buying All Assets for $1.1M
BAILEY'S EXPRESS: Plan Admin's $395K Middletown Property Sale OK'd
BALLENGER CONSTRUCTION: Trustee's $35K Sale of Cameron Property OKd
BARCORD INC: Court Approves Disclosure Statement, Confirms Plan
BAY TERRACE: A Real Buying Two Bayside Properties for $5.5 Million
BEAUTIFUL BROWS: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee
BENFER STORAGE: Proposed $1.9M Sale of Houston Property Deemed Moot
BIG E AUTOMOBILE: Delays Plan to Continue Plan Discussions
BJT GROUP: Amends Plan to Disclose Agreement with DOJ Watchdog
BLUE WATER POWERBOATS: Taps The Associates as Legal Counsel
CANDLE CONNECTION: Won't Pursue Avoidance Actions
CASHMAN EQUIPMENT: Property Sale Authority Extended Thru Dec. 31
CASHMAN EQUIPMENT: Property Sale Authority Extended Thru Dec. 31
CDW CORPORATION: Moody's Ups CFR to Ba1 & Alters Outlook to Stable
CHICAGO EDUCATION BOARD: Fitch Rates 2018A/B Bonds 'BB-'
CHICAGO EDUCATION BOARD: S&P Rates 2018C/D GO Bonds 'B+'
CLIMATE CONTROL: Jan. 31 Plan Confirmation Hearing Set
COBRA WELL: Seeks Dec. 12 Plan Exclusivity Period Extension
COLORADO WICH: Unsecureds to be Paid 6 Mos. from Effective Date
COLUMBUS MCKINNON: Moody's Hikes CFR to Ba3, Outlook Stable
CURAE HEALTH: PCO Files 1st Report
DAN MAZZOLA: U.S. Trustee Unable to Appoint Committee
DATACONNEX LLC: Charger Access Buying Substantially All Assets
DAVID'S BRIDAL: Case Summary & 30 Largest Unsecured Creditors
DAVID'S BRIDAL: Expects Bankruptcy Exit in January
DAVID'S BRIDAL: Moody's Lowers CFR to Ca Amid Default on Sr. Notes
DELL TECHNOLOGIES: Fitch Affirms BB+ IDR & Alters Outlook to Neg.
DISTRIBUTION RESOURCES: Proposed $83K Sale of Assets Approved
DOCTORS HOSPITAL: Vicki Wissing Named PCO
EDWARD ZAWILLA: $378K Sale of Woodstock Property to Caragans Okayed
ELITE VINYL: U.S. Trustee Unable to Appoint Committee
ENDO SURGICAL: Exclusive Plan Filing Period Extended Until Dec. 11
ENERGIZER HOLDINGS: Moody's Reviews B1 CFR for Downgrade
ENERGIZER HOLDINGS: S&P Places 'BB' ICR on CreditWatch Negative
ENGINE GROUP: Moody's Assigns B3 CFR, Outlook Stable
EVAN JOHNSON: 4K Buying GPS & Surveying Equipment for $28K
FAIRMONT PARTNERS: Dec. 7 Auction of Substantially All Assets Set
FALLS EVENT: Court OK's Bid for Ch. 11 Trustee Appointment
FBJ REAL ESTATE: $770K Sale of Purcellville Property to Andrews OKd
FYBOWIN LLC: $2.1M Sale of Substantially All Assets for Approved
GENTRY VU: Judicial Determination Sought on PCO Appointment
GLADYS SMITH: Court Confirms Trustee's 1st Amended Liquidation Plan
GOLDEN STATE: Trustee Selling Houston Property to Glade for $780K
GREAT SILK: Case Summary & 20 Largest Unsecured Creditors
HALCON RESOURCES: S&P Raises $625MM Unsecured Notes Rating to 'B-'
HARBORSIDE ASSOCIATES: May Use Cash Collateral Until Dec. 31
HARMON TIRE: Disclosures OK'd; Dec. 13 Plan Confirmation Hearing
HIGH LINER: S&P Cuts Issuer Credit Rating to 'B', Outlook Negative
HOCHHEIM PRAIRIE: S&P Affirms 'B+' FSR, Off CreditWatch Negative
HORIZON GLOBAL: Moody's Lowers CFR to Caa2, Outlook Negative
HOUSE OF FLOORS: Exclusive Filing Period Extended to January 28
INNA DANCE: Disclosure Statement Approval Hearing Set for Dec. 11
JACKSON MASONRY: $5.65M Sale of Nashville Property to ECG Approved
JOHN GILMOR: $500K Sale of Millerton Property to Lindbaeck Approved
KESTREL ACQUISITION: Moody's Cuts Rating on Secured Loans to B1
LADY EVE: Case Summary & 20 Largest Unsecured Creditors
LAKE BRANCH: U.S. Trustee Unable to Appoint Committee
LAKEPOINT LAND: Emerson Property Rights Assignment to LP J412 OK'd
LE-MAR HOLDINGS: Auction Sale of Substantially All Assets Approved
LIFEPOINT HEALTH: Fitch Withdraws BB LT IDR After RCCH Merger
LIFEPOINT HEALTH: S&P Withdraws Ratings on RegionalCare Hosp. Deal
LOCKWOOD HOLDINGS: $700K Sale of Spring Assets to Pearsall Approved
MARTIN MCGONAGLE: PCO Appointment Not Necessary, Court Rules
MICHELLE RUTH CASH: Court Narrows Claims in M. Jackson's TAC
MICHELLE RUTH CASH: M. Jackson Loses Bid for Partial Summary Ruling
MID-SOUTH GEOTHERMAL: Plan Pretrial Conference Set for Dec. 4
MITCH KASPEREK: $925K Sale of Chicago Property to Bosak Approved
MJW FILMS: U.S. Trustee Forms 5-Member Committee
MOORE CHROME: U.S. Trustee Unable to Appoint Committee
NICHOLS BROTHER: $200K Sale of NBI's Interest in Oil Wells Approved
NINE WEST: Plan Confirmation Hearing Set for Jan. 28
NJOY INC: Court Dismisses Red Head, FMIC Suit vs H.T. Hackney
NORDAM GROUP: Unsecured Creditors to Get 100% Under the Plan
NORSKE SKOGINDUSTRIER: Chapter 15 Case Summary
NSC WHOLESALE: Allowed to Use Cash Collateral on Interim Basis
OFF THE GRID: Has Authority to Use Cash Collateral on Final Basis
PACIFIC DRILLING: Nov. 19 Extraordinary General Meeting Set
PGHC HOLDINGS: U.S. Trustee Forms 3-Member Committee
PHOENIX RISES: Nov. 27 Plan Confirmation Objection Deadline
PIONEER NURSERY: Suit vs Insurance Companies Stayed Until Dec. 14
PRESSURE CONTROL: $90K Sale of Six Ford F550 Trucks Approved
PRIME SOURCE: Allowed to Reject Lease w/ Peacock & Sell/Abandon FFE
REDEEMED CHR. CHURCH: Must File Plan and Disclosures Before Feb. 4
RICH HONEY: Camel Financial Cash Collateral Stipulation Approved
RICHARD HOWARD: Inline Buying Cobb County Property for $725K
RICHARD HOWARD: Proposed Property Sales & Automatic Stay Bid Denied
SAM MEYERS: Environment Cabinet Seeks Ch. 11 Trustee Appointment
SEARS HOLDINGS: Fitch Withdraws 'D' IDR Amid Chapter 11 Filing
SHAFFER & ASSOCIATES: $70K Sale of Clarksburg Property Approved
SMALL-BULMAN FARMS: Case Summary & 20 Largest Unsecured Creditors
SPECTRUM ALLIANCE: Files Liquidation Analysis
STATE MUTUAL: A.M. Best Cuts Finc'l. Strength Rating to B(Fair)
TACO BUENO: U.S. Trustee Forms 5-Member Committee
TIRECO INC: Seeks Authority to Use T.D. Bank Cash Collateral
TIRECO INC: Seeks Permission to Use SunTrust Bank Cash Collateral
TWIFORD ENTERPRISES: $1.7K Per Head Sale of Cattle to Sharp Okayed
VILLAGE AT LAKERIDGE: Selling Reno Property for $18 Million
VMWARE INC: Fitch Affirms BB+ LT IDR & Alters Outlook to Negative
WALDRON DEVELOPMENT: $1 Million Sale of Chicago Property Approved
WESTERN CPE: Nov. 29 Plan Confirmation Hearing
WILLIAMSON INVESTMENTS: Creditor Seeks Ch. 11 Trustee Appointment
WILSON LAND: Halle Buying Waite Hill Property for $585K
WILSON LAND: To Fund Plan From Liquidating All Assets
WORK & SON: Voluntary Chapter 11 Case Summary
WW CONTRACTORS: Wants to Use FNB Cash Collateral Until Nov. 30
ZACKY & SONS: Gemcap Holds Public Sale
*********
47 HOPS: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
--------------------------------------------------------
Judge Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern
District of Washington at Yakima directed the U.S. Trustee to
appoint a Ch. 11 trustee for 47 Hops, LLC.
The order was made pursuant to the Debtor's motion for appointment
of a chapter 11 trustee. The Court considered any objections to the
proposed appointment and determined that they are without merit and
are overruled.
Moreover, the fully executed settlement agreement and release among
the Debtor, the Bank, the UCC, and Douglas and Anastasia MacKinnon
to appoint a Ch. 11 trustee was approved by the Court in a separate
order.
About 47 Hops LLC
Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ --
sells aroma and alpha hops to breweries in 38 countries around the
world.
47 Hops LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017. In
the petition signed by Douglas MacKinnon, its president, the Debtor
disclosed $4.3 million in assets and $7.45 million in liabilities.
Judge Frank L. Kurtz presides over the case.
Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur
Riordan PLLC, serve as the Debtor's bankruptcy counsel.
The official committee of unsecured creditors tapped Cairncross &
Hempelmann, P.S., as counsel.
Marcia A. Frey, the examiner of 47 Hops LLC, hired Hillis Clark
Martin & Peterson P.S., as counsel.
550 SEABREEZE: Exclusive Plan Filing Period Moved to December 24
----------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, upon the request of 550
Seabreeze Development, LLC, the exclusive time period within which
only the Debtor may file and solicit acceptances of a plan through
and including December 24, 2018 and February 22, 2019,
respectively.
The Troubled Company Reporter has previously reported that the
Debtor sought further extension of the Exclusivity Periods for an
additional 60 days since the Debtor has been currently engaged in
discussions with its principal secured creditor, Ocean Hotel
Lender, LLC (as successor to the Bancorp Bank), as well as with
other constituents in the case, concerning a host of issues. The
Debtor claimed that its principal focus in the initial stage of its
case has been the disposition of the Property, and the
preservation, maintenance and protection of the Property pending a
sale. On August 23, 2018 the sale of the Property to MHF Las Olas
VI LLC which closed for $39.1 million following a several month
long process. Moreover, the Debtor said that the claims bar date
has just recently passed and it is in the process of evaluating the
claims filed and is hopeful to certain disputed claims prior to
filing a Plan of Liquidation.
About 550 Seabreeze Development
550 Seabreeze Development LLC is a general contractor located in
Fort Lauderdale, Florida. It is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company filed as a
Florida limited liability in Florida in September 2003.
550 Seabreeze Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26,
2018. In its petition signed by Kenneth Bernstein, authorized
representative, the Debtor estimated assets and liabilities of $10
million to $50 million. Judge Raymond B. Ray presides over the
case. Genovese Joblove & Battista, P.A., is the Debtor's legal
counsel. No official committee of unsecured creditors has been
appointed in the Chapter 11 case.
66 ON 66 BAR: Cash Collateral Stipulation With PPB Approved
-----------------------------------------------------------
The Hon. Scott H. Yun of the United States Bankruptcy Court for the
Central District of California authorized 66 on 66 Bar & Grill, LLC
and Golden Crown Properties, LLC to use cash collateral in
accordance with their Stipulation with Pacific Premier Bank and the
Budget.
The request for a continuance and objection to service of ABC
Investment Services, Inc., and John Mathew is denied and overruled,
as are all of the objections of the Office of the United States
Trustee made orally at the hearing.
A copy of the Order is available at:
http://bankrupt.com/misc/cacb18-14462-203.pdf
About 66 on 66 Bar & Grill
66 on 66 Bar & Grill, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-14462) on May 25,
2018. In the petition signed by Noble Zubaid, its managing member,
the Debtor estimated assets and debt of less than $1 million. The
Debtor is represented by Sandford L. Frey, Esq. at Leech Tishman
Fuscaldo & Lampl, Inc.
A.N.P. ELECTRIC: May Use Cash Collateral on Interim Basis
---------------------------------------------------------
The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona has approved A.N.P. Electric, Inc.'s Emergency Motion
authorizing the use of cash collateral on an interim basis to pay
its expenses in the ordinary course of its business as set forth in
the budget.
The approved Budget provides total monthly budget of $11,542.
Any Creditor holding a valid security interest in any cash
collateral that may later arise in Debtor's case will have a
post-petition replacement lien on the same type of post-petition
cash collateral, if any, and in the same priority to which such
creditor possessed a lien on cash collateral on the Petition Date,
and will have all the rights and remedies of a secured creditor in
connection with the replacement liens.
A copy of the Order is available at
http://bankrupt.com/misc/azb18-12801-27.pdf
About A.N.P. Electric
A.N.P. Electric, Inc. filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 18-12801), on October 19, 2018. The Petition was signed by
Anthony Pelletiere, president. The Debtor is represented by D.
Lamar Hawkins, Esq. of Aiken Schenk Hawkins & Ricciardi, P.C. At
the time of filing, the Debtor had less than $50,000 in estimated
assets and $50,000 to $100,000 in estimated liabilities.
ABACUS INVESTMENT: Court Abates Tampa Property Sale Consideration
-----------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida abated consideration of Abacus
Investment Group, Inc.'s sale of the real property known and
designated as 441 Lucerne Ave, Tampa, Florida to Jeffery Diamond
and Hilary Black for $1 million.
The Debtor failed (i) to pay the prescribed filing fee as required
by the Bankruptcy Court Schedule under 28 U.S.C. Section 1930; and
(ii) to indicate the service upon the Parties in Interest List,
defined by Local Rule 1007-2, a current mailing matrix obtained
from the Clerk of Court.
Consideration of the proposed sale is abated until the deficiencies
are corrected. No additional filing fee will be assessed for the
filing of any amended motion filed for the purposes of correcting
the noted filing deficiency.
The Clerk's Office is directed to serve a copy of the Order on
interested parties.
About Abacus Investment Group
Abacus Investment Group, Inc.'s principal assets are located at
Hillsborough & Pinellas County, Tampa, Florida. Herb Miller owns
100% of the company's common stock. The company was founded in
2010.
Abacus Investment Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-10224) on Dec. 9,
2017. In the petition signed by CFO Donna Steenkamp, the Debtor
disclosed $1.74 million in assets and $3.89 million in liabilities.
Judge Catherine Peek McEwen presides over the case. Peter Berkman
Attorney, PLLC, is presently serving as the Debtor's legal
counsel,
after replacing Palm Harbor Law Group, P.A.
ABE'S BOAT: Creditor Seeks Ch. 11 Trustee Appointment
-----------------------------------------------------
Lynda R. Ton, a creditor and owner of an undivided one-half
interest in the equity of Abe's Boat Rentals, Inc., asks the U.S.
Bankruptcy Court for the Eastern District of Louisiana to appoint a
Chapter 11 trustee for the Debtor.
Hank Ton, the President who oversees the daily operations and
financial transactions of the Debtor, entered into a Plea Agreement
to a felony under 26 U.S.C. Sec. 7202 for one count of willful
failure to collect, account for, and pay over employment taxes, and
one count under 18 U.S.C. Sec. 371 for conspiracy to defraud the
United States by failing to collect, account for, and pay over
employment taxes.
The day before Ton's sentencing, Abe's borrowed $3,582,451.92 from
the Whitney Bank, now Hancock Whitney Bank. So, Abe's is now
indebted to Hancock Whitney for that amount borrowed.
Notwithstanding the debt, Abe's continues to transact business with
B&H Marine Transportation Services, LLC among other entities in
which Hank Ton had an interest at the time the payroll fraud was
committed. Hank Ton owned 51% of B&H.
In this case, it appears that the Debtor's present management is
unable to take the actions necessary to preserve Abe’s as a going
concern or permit it to act as a bankruptcy fiduciary. The
conflicts of Hank Ton go into Abe’s doing business with B&H and
his other companies. When negotiating transactions, it is in doubt
on whether Hank Ton is getting the best deal for Abe’s or for
B&H, one of his other companies. Hank Ton appears to be working at
"cross-purposes" and will continue to do so unless replaced by a
Chapter 11 trustee.
Therefore, the Creditor believes that there is sufficient cause for
the Court to appoint a Chapter 11 trustee.
The Creditor is represented by:
Michael H. Piper, Esq.
THE STEFFES FIRM, LLC
13702 Coursey Blvd., Bldg. 3
Baton Rouge, LA 70817
Tel: (225) 751-1751
Fax: (225) 751-1998
Email: mpiper@steffeslaw.com
About Abe's Boat Rentals
Abe's Boat Rentals, Inc. -- https://www.abesboatrental.com/ -- is a
privately-owned vessel operator located in Belle Chasse, Louisiana,
with a fleet of 19 vessels. The Company's business segments have
expanded to also provide crews and vessels for environmental
construction, restoration projects and cleanup, plugging and
abandonment, rig decommissioning and other new markets. Abe's Boat
Rentals was founded in 1979 by Abraham Ton.
Abe's Boat Rentals, Inc., filed a Chapter 11 petition (Bankr. E.D.
La. Case No. 18-11102) on April 27, 2018. In the petition signed
by Hank Ton, president, the Debtor estimated $1 million to $10
million in assets and liabilities. Congeni Law Firm, LLC, is the
Debtor's counsel.
ADVANCE LAWN: Unsecured Creditors to Get 17.74% Under Plan
----------------------------------------------------------
Advance Lawn & Landscape, Inc., filed a small business Plan and
accompanying disclosure statement.
Class 1 - Secured Claim of Fundation Group, LLC is impaired.
Monthly payment of $2930. The total claim is $124672.53.
Class 2 - Secured Claim of Strategic Funding Source, Inc. is
impaired. Monthly payment of $1826.11. Total claim is $91288.74.
Class 3A - Secured claim of FC Marketplace, LLC is impaired. Total
claim $139,915.52.
Class 3B - Secured claim Knight Capital Funding II, LLC is
impaired. Total Claim is 43,907.87
Class 3C - Secured claim EBF Partners, LLC is impaired. Total claim
is $102,655.60
Class 3D - Secured claim Ace Funding , LLC is impaired. Total
claim is $169,102.27l
Class 3E - Secured claim of DLI Assets Bravo, LLC as successor
interest to Quarterspot, LLC is impaired. The total claim is
$27,22.88
All Class 3 are without monthly payment. Treatment of the lien is
Holders of the claims in Class 3 will received no payment on the
secured portion of their class. Instead, the entire amount of their
claim shall be treated as unsecured claim under Class 10 of the
plan.
Class 4 - Secured claim of Blue Financial, LLC is impaired.
Monthly payment of $566.20. Total claim is 83,441.49.
Class 5 - Secured claim of First Citizen Bank is impaired. Monthly
payment of $13.00. The total claim is $7,307.00.
Class 6 - Secured claim of Kubota Credit Corporation is impaired.
Monthly payment of $1,171.62 with a total claim of $58,787.95.
Class 7 - Secured claim of Mintaka Financial, LLC is impaired.
Monthly payment of $515.00 with a total claim $40,916.03
Class 8 - Secured claim of Sun Trust Bank is impaired. Monthly
payment of $803 with a total claim of $66,284.41.
Class 10 - General unsecured class is impaired. The treatment of
this class is twenty (20) quarterly payments of $9,000 to be
divided among all members of this class based upon the proportion
of their claim to the total of all claims in this class. The
Debtor estimated 17.74% of each claim to be paid.
Payment and distributions under the Plan will be funded by the
monthly net income of the Debtor from its business operations.
A full-text copy of the Disclosure Statement dated November 7,
2018, is available at:
http://bankrupt.com/misc/casb18-1800122hb-104.pdf
Attorney for the Debtor:
Randy A. Skinner, Esq.
Skinner Law Firm, L.L.C.
The Ogletree Building
300 North Main Street, Suite 201
Greenville, SC 29601
Telephone: 864-232-2007
Facsimile: 864-232-8496
E-mail: rskinner@skinnerlawfirm.com
About Advance Lawn & Landscape
Founded in 1999, Advance Lawn & Landscape Inc. --
http://advancelawninc.com-- is a landscaping company located in
Spartanburg, South Carolina.
Advance Lawn & Landscape sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00122) on Jan. 11,
2018. Christopher Baragar, president, signed the petition. At
the
time of the filing, the Debtor disclosed $422,080 in assets and
$1.41 million in liabilities.
Judge Helen E. Burris presides over the case.
The Debtor hired Skinner Law Firm, LLC as its bankruptcy counsel
and Kinard-Barath Tax Group, LLC as its accountant.
The Office of the U.S. Trustee on Feb. 2 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Advance Lawn & Landscape, Inc.
ADVANCED SPORTS: Court Official Unable to Appoint Committee
-----------------------------------------------------------
The U.S. bankruptcy administrator on Nov. 16 disclosed in a filing
with the U.S. Bankruptcy Court for the Middle District of North
Carolina that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Advanced Sports Enterprises,
Inc. and its affiliates.
About Advanced Sports Enterprises Inc.
Advanced Sports Enterprises, Inc. designs, manufactures and sells
bicycles and related goods and accessories.
Advanced Sports, Inc. is a wholesale seller of bicycles and
accessories. ASI owns the following bicycle brands and is
responsible for their design manufacture and worldwide
distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday.
Performance Direct, Inc. designs, manufactures and sells bicycles
and related goods and accessories and operates a national
distribution of these goods under the Performance Bicycle brand
through an internet website business via the URL
www.performancebike.com.
Bitech, Inc. operates 104 retail stores across 20 states under the
Performance Bicycle brand related to the sale of bicycles and
related good and accessories. The businesses of Performance and
Bitech operate in conjunction with each other and they share a
number of services and a distribution warehouse.
Nashbar Direct, Inc. designs, manufactures and sells bicycles and
related goods and accessories under the Bike Nashbar brand through
an internet website business via the URL www.bikenashbar.com. The
businesses of Nashbar also operate in conjunction with Performance
and share services and a distribution warehouse.
Advanced Sports Enterprises and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Lead Case
No. 18-80856) on Nov. 16, 2018. In the petitions signed by signed
by Patrick J. Cunnane, president, the Debtors disclosed their
assets and liabilities as follows:
* Advanced Sports Enterprises'
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
* Advanced Sports, Inc.'s
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $50 million to $100 million
* Bitech, Inc.'s
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
* Nashbar Direct's
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
* Performance Direct's
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The cases have been assigned to Judge Benjamin A. Kahn.
The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as
their bankruptcy counsel; D.A. Davison & Co. as investment banker;
Clear Thinking Group LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.
ALABAMA INJURY: Has Authorization on Cash Collateral Use
--------------------------------------------------------
The Hon. Jerry C. Oldshue, Jr., of the U.S. Bankruptcy Court for
the Southern District of Alabama, having been advised that the
parties have reached a settlement on cash collateral use, has
authorized Alabama Injury and Pain Clinic to use cash collateral.
The Debtor agrees to pay a total of $3,000 per month in good funds
to the United States as adequate protection on account of its
secured claim. Payments will begin on November 1, 2018 and will
continue every month thereafter until the effective date of a
confirmed plan or the dismissal of this case. Payment will be made
payable to the Department of Treasury and contain the case number
on the memo line and mailed so that it is received by the close of
business day on or before the due date at the Insolvency Unit,
Internal Revenue Service, Mail Stop MDP 146, 801 Broadway,
Nashville, Tennessee, 37203, Attention: Mr. Robert J. Rutzky.
The United States Internal Revenue Service is granted a replacement
lien on Debtor's post-petition property in the amount of its
Federal tax lien with priority. These liens will be valid,
perfected and enforceable without any further action by the Debtor
or the United States, and without the execution or recording of any
financing statement, security agreement, mortgage or other
document.
The Debtor is required to act in full compliance with all Federal
law, including the tax, immigration and environmental laws and
specifically including the requirements for timely filing and
payment of post-petition taxes. In addition, the Debtor will file
all delinquent Federal tax returns. The Debtor will also allow the
Internal Revenue Service to verify compliance by inspection of its
books at reasonable times.
Moreover, the Debtor will timely file all reports required by the
Bankruptcy Administrator and, on the same day those reports are due
with the Bankruptcy Administrator, provide copies to Mr. Rutzky of
the Internal Revenue Service at the address listed above and to
Assistant U.S. Attorney Jamie A. Wilson
The Debtor is also required to file a Plan within 240 days of the
Order dated October 26, 2018.
A full-text copy of the Consent Order is available at
http://bankrupt.com/misc/alsb18-03685-45.pdf
About Alabama Injury
Alabama Injury and Pain Clinic, a provider of medical services to
persons who have suffered injuries, filed a Chapter 11 petition
(Bankr. S.D. Ala. Case No. 18-03685) on Sept. 11, 2018. In the
petition signed by Dr. James Gordon, owner, the Debtor estimated
less than $50,000 in assets and $100,000 to $500,000 in
liabilities. Friedman, Poole & Friedman, P.C., led by Barry A.
Friedman, serves as counsel to the Debtor.
ALEXANDRIA INVESTMENT: Proposed Auction of Airbase Road Land Okayed
-------------------------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana authorized Alexandria Investment Group, LLC's
sale of approximately 14 acres consisting of three vacant tracts of
land located at or about 1810 Airbase Road, Alexandria, Louisiana
at auction.
The Debtor may sell the Airbase Road Land to the Winning Bidder as
that term is defined in the Bidding Procedures Motion.
Any sale of the Airbase Road Land will occur: (i) without warranty
of title and without warranty as to the existence or continuing
validity of any rights in the Airbase Road Land; and (ii) free and
clear of all liens and encumbrances, except for permitted
encumbrances identified in Exhibit A to the Order.
The proposed auction of the aforementioned property will be held on
Nov. 6, 2018, and the closing is to occur on Nov. 20, 2018.
The Debtor is authorized to accept the Back-Up Bid as the Winning
Bid and to consummate such bid if the Winning Bid is not
consummated when and as required by the terms of the Order and the
Bidding Procedures Motion previously approved by the Court, all
without further notice to any party or order of the Court.
The Debtor and the Back-Up Bidder will be bound to consummate the
Back-Up Bid if the Winning Bid terminates, at which time the
Back-Up Bidder will be deemed the Winning Bidder. The Debtor will
promptly give notice to the Back-Up Bidder if the Winning Bid is
terminated and will provide the Back-Up Bidder a reasonable period
of time within which to close.
The Winning Bidder and the Debtor will be permitted to enter into
and execute a purchase agreement.
The sale proceeds are to be distributed first to Rod Noles and Jack
Hodges of NAI Latter & Blum as the realtor's commission, in the
amount of 6% of the total sales price, with proceeds above and
beyond that to be held in the FDIC-insured bank deposit account at
Red River Bank specifically designated by the DIP for such
proceeds, and remain in said account pending further order of the
Court.
The 14-day stay set forth in Rule 6004 is waived, and the Order
authorizing sale will be effective immediately.
The Debtor will file with 14 days of the sale closing a Report of
Sale pursuant to Bankruptcy Rule 6004(f)(1).
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.
ALLINGER PROPERTIES: $1M Sale of Mt Morris Property to MHP Approved
-------------------------------------------------------------------
Judge Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized Allinger Properties, LLC's
sale of the mobile home park located at 2198 E. Mt. Morris Road in
Mt Morris, Michigan to MHP Properties, LLC for $1 million.
Except for the potential, future lien for property taxes to be
levied against the Property for the tax year 2019, the Property is
sold free and clear of all liens, with liens attaching to the
proceeds of sale.
After payment of the expenses of the sale, the proceeds of the sale
will be allocated and distributed as follows:
1. The sum of $43,334 will be paid to Secured Creditor Dutch
Village Mobile Home Park, LLC.
2. Two thirds of the remainder of the proceeds of the sale,
after payment of the Dutch Village Distribution, will be paid to
the Genesee County Treasurer in satisfaction of the delinquent real
property taxes levied against the Property for tax years 2007
through 2018.
3. One third of the remainder of the proceeds of the sale,
after payment of the Dutch Village Distribution, will be paid to
the Charter Township of Genesee in satisfaction of all outstanding
water and sewer bills up to the date of the sale.
The Debtor will continue to make adequate protection payments to
the the secured creditors as described:
1. $10,000 to Secured Creditor Genesee County Treasurer on the
first of each month, with the next payment due Nov. 1, 2018.
2. $7,000 to Secured Creditor Charter Township of Genesee by
the 5th of each month, with the next payment due Nov. 5, 2018.
3. $10,000 to Secured Creditor Dutch Village Mobile Home Park,
LLC by the 5th of each month, with the next payment due Nov. 5,
2018.
If any of the adequate protection payments either are not made, or
are made with insufficient funds, any secured creditor may, after
seven days notice and failure to cure, file a notice of default and
submit an order to convert without further notice or hearing.
The Debtor will cause to be filed in the Court at 5:00 p.m. on Jan.
3, 2019, an affidavit by a closing agent attesting under oath that
the sale of the Property has closed, and including a copy of the
closing statement for the sale. If the Debtor fails to do so, the
case will be converted to Chapter 7 without further motion or
hearing upon submission of an order to do so by any Secured
Creditor.
About Allinger Properties
Allinger Properties, LLC is a Michigan limited liability company.
The company operates the Dutch Village Mobile Home Park in Genesee
Township, Michigan that currently contains 140 rented mobile
homes.
Allinger Properties sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 12-31397) on March 30, 2012, disclosing assets of
$1,221,000 and liabilities of $2,679,000. The petition was signed
by Amos Allinger, manager.
Judge Daniel S. Opperman is assigned to the case.
The Debtor tapped Peter T. Mooney, Esq., at Simen, Figura & Parker,
as counsel.
AMUR FINANCE: UMB Bank to Auction Collateral on Dec. 5
------------------------------------------------------
UMB Bank, National Association, as collateral agent for lenders
Pine River Master Fund Ltd. and Pine River Fixed Income Master Fund
Ltd., said that debtor Amur Finance IV LLC has committed events of
default under various agreements, including:
(X) a secured revolving credit agreement dated as of Aug. 5,
2013, executed by the Debtor, lenders and other parties thereto,
and
(Y) a security agreement dated Aug. 5, 2013, executed by the
Debtor,lenders, and other parties thereto.
The collateral agent will hold one or more public sales all of the
right, title and interest of the Debtor in and to the following:
a) 7,546 shares of Series A Preferred Stock of Amur Equipment
Finance Inc., par value $1,000 per share;
b) 100% of the Class A, Series 1 Interests in Amur JMW Aviation
LLC, approximate par value $30 million;
c) 100% of the Class A, Series 1 Interests in Amur Aviation LLC,
approximate par value $27.5 million;
d) Loan from Debtor to Amur Helicopter Financial Services LLC,
approximate principal amount $30.25 million;
e) Loan from the Debtor to PMC Aviation 2012-1 LLC, approximate
principal amount $9.6 million;
f) 29.4% of the membership interests of PMC aviation 2012-1 LLC;
and
g) other collateral under the security agreement, including
financial assets, accounts, chattel paper commercial tort claims,
documents, equipment and general intangibles.
Some or all of the subject collateral will be sold by the
collateral agent at one or more public sales to be held on or after
10:00 a.m. on Dec. 5, 2018, at the New York City Offices of
Sheppard Mullin Richter & Hampton LLP, located at 30 Rockefeller
Plaza, New York, New York 10112.
Lenders have engaged Braun Worldbid (bond number 0677820) to advise
and assist with the sale process
Person interested in attending the sale and bidding for the subject
collateral may obtain additional information by contacting the
collateral agent at:
UMB Bank, National Association
120 South 6th Street, Suite 1400
Minneapolis, MN 55402
Attn: Gavin Wilkinson
Tel: (612) 337-7001
E-mail: gavin.wilkinson@umb.com
Braun Worldbid can be reached at:
Braun Worldbid
Corporate Headquarters
1230 Rosecrans Ave., Suite 160
Manhattan Beach, CA 90266
Tel: (310) 798-3123
Amur Finance Company Inc. -- http://amurfinance.com/-- offers
commercial finance services.
ANDREW YOUNG: Proposes $7.5K Private Sale of Gary Property
----------------------------------------------------------
Gary II, LLC, an affiliate of Andrew Young, asks the U.S.
Bankruptcy Court for the Northern District of Indiana to authorize
the private sale of the real property of the Debtor commonly known
as 3328 Connecticut St., Gary, Indiana, more particularly described
as Lot 6, Block 28, in Broadway Parkview in the City of Gary, Lake
County, Indiana, and having the tax parcel number
45-08-22-302-024,000-004, together with all fixtures, appurtenances
and hereditaments thereunto belonging, to The Trustees of Indiana
University or its designee ("IU") for $7,500.
The Debtor scheduled the property on Schedule A/B, Exhibit 1, $600.
The Real Estate has an assessed value of $1,100 and is designated
as "unbuildable lot." However, the Real Estate is located near the
Indiana University Northwest campus.
On Sept. 11, 2017, the 3328 Connecticut Property was offered for
tax sale by the Lake County Treasurer. IU contends that it
purchased, and was issued, a Tax Sale Certificate for the 3328
Connecticut Property. The Debtor disputes the validity of the tax
sale and the Tax Sale Certificate because of the timing of the
Debtor's bankruptcy filings in relation to the tax sale process.
In any event, even according to the Tax Sale Certificate, and
pursuant to Indiana state law, the Debtor retained redemption
rights in the Real Estate and other incidents of ownership.
On Aug. 29, 2018, IU filed a motion for relief from stay to permit
it to proceed with the filing of a petition for tax deed. On Sept.
19, 2018, the Debtor filed its opposition to IU's stay relief
motion. IU asserts a secured claim in the Real Estate by virtue of
its purchase of the Tax Sale Certificate, and asserts a redemption
amount of $1,964 (consisting of real estate taxes paid, penalties,
interest, and costs) is due and owing by the Debtor.
In lieu of prosecuting the stay relief motion and requiring payment
of the redemption amount, IU has offered to purchase the Real
Estate for the sum of $7,500, subject to the terms and conditions
set forth in the Contract for Purchase of Real Estate. The
Contract provides for certain limited due diligence contingencies
including an environmental assessment and closing within 30 days of
Court approval. The Purchaser has agreed to pay all outstanding
real estate taxes and all closing costs.
The Debtor does not believe that any other liens exist on the Real
Estate other than real estate tax liens related to the Tax Sale
Certificate that will be satisfied at closing, but the Debtor is
providing notice to all creditors, parties in interest, and all
parties disclosed in a preliminary title commitment obtained on
Oct. 9, 2018 pursuant to Local Rule B-6004-1.
The Purchaser has agreed to satisfy the Lake County Treasurer lien
related to the Real Estate and all other outstanding real estate
taxes in full at closing, and the sale price is far in excess of
the value of the liens on the Real Estate. IU is willing to pay a
premium for the Real Estate as reflected by the proposed $7,500
purchase price.
The proposed sale is in the best interests of the Debtor's estate
as it will generate proceeds to fund the reorganization process,
and the proposed sale is in the public interest as the Real Estate
will be maintained by the Purchaser and available for future
development around the Indiana University Northwest campus.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Andrew_Young_338_Sales.pdf
The Purchaser:
THE TRUSTEE OF INDIANA UNIVERSITY
c/o Jason R. Banach
University Director of Real Estate
1800 North Range Road
Bloomington, IN 47408
About Andrew Young
Andrew Young sought Chapter 11 protection (Bankr. N.D. Ind. Case
No. 17-22665) on Sept. 18, 2017. About the same time, his
affiliated debtors, Andy's Truck and Equipment Co., Inc.; D.A.Y.
Investments, LLC; Gary II, LLC; Gold Coast Rand Development Corp.;
and Surplus Management Systems, LLC, also filed their petitions
pursuant to Chapter 11 of the Bankruptcy Code. On Feb. 8, 2018,
the Court entered an agreed order for joint administration of the
bankruptcy cases.
The Debtors tapped Renee M. Babcoke, Esq., at Babcoke Law Firm, as
counsel.
ANDREW YOUNG: Proposes a $7.5K Private Sale of Gary Property
------------------------------------------------------------
Gary II, LLC, an affiliate of Andrew Young, asks the U.S.
Bankruptcy Court for the Northern District of Indiana to authorize
the private sale of the real property of the Debtor commonly known
as 3419 Massachusetts St., Gary, Indiana, tax parcel number
45-08-22-306-005.000-004, together with all fixtures, appurtenances
and hereditaments thereunto belonging, to The Trustees of Indiana
University or its designee ("IU") for $7,500.
The Debtor scheduled the property on Schedule A/B, Exhibit 1,
$1,300. The Real Estate has an assessed value of $1,900 and is
designated as "unbuildable lot." However, the Real Estate is
located near the Indiana University Northwest campus.
On Sept. 11, 2017, the 3419 Massachusetts Property was offered for
tax sale by the Lake County Treasurer. IU contends that it
purchased, and was issued, a Tax Sale Certificate for the 3419
Massachusetts Property. The Debtor disputes the validity of the
tax sale and the Tax Sale Certificate because of the timing of the
Debtor’s bankruptcy filings in relation to the tax sale process.
In any event, even according to the Tax Sale Certificate, and
pursuant to Indiana state law, the Debtor retained redemption
rights in the Real Estate and other incidents of ownership.
On Aug. 29, 2018, IU filed a motion for relief from stay to permit
it to proceed with the filing of a petition for tax deed. On Sept.
19, 2018, the Debtor filed its opposition to IU's stay relief
motion. IU asserts a secured claim in the Real Estate by virtue of
its purchase of the Tax Sale Certificate, and asserts a redemption
amount of $1,991 (consisting of real estate taxes paid, penalties,
interest, and costs) is due and owing by the Debtor.
In lieu of prosecuting the stay relief motion and requiring payment
of the redemption amount, IU has offered to purchase the Real
Estate for the sum of $7,500, subject to the terms and conditions
set forth in the Contract for Purchase of Real Estate. The
Contract provides for certain limited due diligence contingencies
including an environmental assessment and closing within 30 days of
Court approval. The Purchaser has agreed to pay all outstanding
real estate taxes and all closing costs.
The Debtor does not believe that any other liens exist on the Real
Estate other than real estate tax liens related to the Tax Sale
Certificate that will be satisfied at closing, but the Debtor is
providing notice to all creditors, parties in interest, and all
parties disclosed in a preliminary title commitment obtained on
Oct. 9, 2018 pursuant to Local Rule B-6004-1.
The Purchaser has agreed to satisfy the Lake County Treasurer lien
related to the Real Estate and all other outstanding real estate
taxes in full at closing, and the sale price is far in excess of
the value of the liens on the Real Estate. IU is willing to pay a
premium for the Real Estate as reflected by the proposed $7,500
purchase price.
The proposed sale is in the best interests of the Debtor's estate
as it will generate proceeds to fund the reorganization process,
and the proposed sale is in the public interest as the Real Estate
will be maintained by the Purchaser and available for future
development around the Indiana University Northwest campus.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Andrew_Young_340_Sales.pdf
The Purchaser:
THE TRUSTEE OF INDIANA UNIVERSITY
c/o Jason R. Banach
University Director of Real Estate
1800 North Range Road
Bloomington, IN 47408
About Andrew Young
Andrew Young sought Chapter 11 protection (Bankr. N.D. Ind. Case
No. 17-22665) on Sept. 18, 2017. About the same time, his
affiliatesd Debtors, Andy's Truck and Equipment Co., Inc.; D.A.Y.
Investments, LLC; Gary II, LLC; Gold Coast Rand Development Corp.;
and Surplus Management Systems, LLC, also filed their petitions
pursuant to Chapter 11 of the Bankruptcy Code.
On Feb. 8, 2018, the Court entered an Agreed Order for Joint
Administration of these bankruptcy cases.
The Debtor tapped Renee M. Babcoke, Esq., at Babcoke Law Firm as
counsel.
ARABELLA EXPLORATION: $54M Sale of Substantially All Assets Okayed
------------------------------------------------------------------
Judge Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Arabella Exploration, LLC and
its affiliates to sell substantially all assets of Arabella
Exploration to Flat Creek Resources, LLC for $5,034,074.
The sale is free and clear of all Liens, Claims, or other
Interests, except for Assumed Liabilities and Permitted
Encumbrances. All Claims against the Debtors or their estates that
represent liens or interests in the Assets will attach to the net
proceeds of the Sale.
Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, the
Purchase Contract, the assumption and assignment of the Assigned
Contracts to the Buyer as of the Closing Date, and the Sale of the
Assets and the other Transactions are approved and the Debtors are
authorized to consummate the Sale, including the sale, transfer and
assignment of all of the Debtors' rights, title and interests in
the Assets to the Buyer in accordance with the terms of the
Purchase Contract.
Ad valorem tax liens pertaining to the working interests in the
Assets will attach to the Sale proceeds and the closing agent will
pay all ad valorem tax debt owed incident to the Assets immediately
upon Closing and prior to any disbursement of proceeds to any other
person or entity.
The Sale Order constitutes a final order. Notwithstanding any
provision in the Bankruptcy Rules to the contrary, the terms of the
Order will be immediately effective and enforceable upon its entry
and not subject to any stay, notwithstanding the possible
applicability of Bankruptcy Rules 6004(h) and 6006(d) or
otherwise.
Except for EnergyNet, no broker or party has a claim to any
commission, broker's fee, finder's fee, or similar fee as a result
of having negotiated the Purchase Contract for, or on behalf of,
the Debtors or the Buyer.
A copy of the APA attached to the Order is available for free at:
http://bankrupt.com/misc/Arabella_Exploration_497_Order.pdf
About Arabella Exploration
Arabella Exploration, LLC, formed on Oct. 2, 2009, is a
wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman
Islands corporation. It is an oil and gas exploration company that
owns working interests in a number of oil and gas properties and
interests.
Arabella Exploration filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed
the petition.
Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 17-41479) on April 4, 2017. The case is being
jointly administered with that of Arabella Exploration.
Arabella Exploration estimated $1 million to $50 million in assets
and liabilities.
Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge.
Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia,
PLLC, serves as counsel to the Debtor. Miller Johnson serves as
Battaglia's co-counsel. Rehmann Turnaround and Receivership's
Charles Hoebeke is the Debtor's chief restructuring officer.
No trustee, examiner or committee has been appointed in the case.
ARCHER NORRIS: Files Plan Proposing Liquidation of Assets
---------------------------------------------------------
Archer Norris, APLC and the official committee of unsecured
creditors filed a joint Chapter 11 plan, which provides for the
continued liquidation of the company's assets after court approval
of the plan.
The plan filed on Nov. 8 with the U.S. Bankruptcy Court for the
Northern District of California proposes that the liquidation and
distribution of the company's assets continue post-confirmation by
a plan administrator.
Under the plan, Class 4 general unsecured creditors whose claims
are not subordinated will receive a pro rata share of available
cash after the payment of or reserve for all senior claims, plus
post-petition interest at the annual rate of 5% per annum.
Meanwhile, each holder of a subordinated general unsecured claim
will receive a pro rata share of available cash after the payment
of or reserve for all senior claims, including all payments due in
Class 4, plus post-petition interest at the annual rate of 5% per
annum, according to Archer Norris' disclosure statement filed on
Nov. 8.
A full-text copy of the disclosure statement is available for free
at:
http://bankrupt.com/misc/canb18-30924-164.pdf
About Archer Norris
Archer Norris -- https://www.archernorris.com/ -- was a 70-lawyer
litigation firm with four offices located in Walnut Creek, San
Francisco, Newport Beach and Los Angeles. As of its bankruptcy
filing, the firm had 60 non-lawyer employees.
Archer Norris commenced a Chapter 11 case in conjunction with a
Plan of Dissolution designed, among other things, to facilitate the
wind-down of its operations and the smooth transition of client
matters to successor firms, with the goal being to minimize any
harm to the client matters, which is anticipated to maximize the
return to creditors.
Archer Norris sought Chapter 11 protection (Bankr. N.D. Cal. Case
No. 18-30924) on Aug. 22, 2018. In the petition signed by Douglas
C. Strauss, president, the Debtor estimated total estimated assets
and liabilities of $1 million to $10 million. The Debtor tapped
Felderstein Fitzgerald Willoughby & Pascuzzi LLP as its legal
counsel; BPM, LLP as financial advisor; and Russell Burbank, senior
managing director of BPM LLP, as liquidating manager.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on Sept. 10, 2018. The committee retained
Binder & Malter, LLP as its legal counsel.
AVATAR PACKAGING: RF Drew Buying All Assets for $1.1M
-----------------------------------------------------
Avatar Packaging, Inc. asks the U.S. Bankruptcy Court for the
Middle District of Florida to authorize the sale procedures in
connection with the sale of substantially all of its assets and
property to RF Drew Park, LLC or its assigns for $1,125,000,
subject to overbid.
The Debtor owns and operates a packaging company which operates
from a warehouse/plant that it owned, along with numerous items of
heavy machinery and equipment.
The Debtor intends to sell the Assets to Stalking Horse Purchaser.
The parties have entered their Purchase Agreement.
The salient terms of the Agreement are:
a. Buyer: RF DREW PARK, LLC or the Highest and Best Bidder
b. Asset/Liabilities: Substantially all of the physical assets
of the Debtor to be sold, not including accounts receiveable or
bank deposits
c. Purchase Price: $1,125,000
d. Free and Clear: There are no secured Debts at this time.
The Debtor will convey the Assets to the Stalking Horse Purchaser
free and clear of all liens, claims, liabilities, encumbrances, and
other interests (except ad valorem taxes), which will attach to the
proceeds.
e. Closing: The Closing of the transaction will occur not
later than one business day following the entry of an order by the
Court approving the sale of the Assets to the Stalking Horse
Purchaser pursuant to the terms and conditions of the Purchase
Agreement, unless the Parties mutually agree to a different date.
The Debtor will accept the highest and best offer for the Assets,
subject to the time constraints imposed by the Debtor's current
cash situation.
Accordingly, it asks approval and implementation of the three-step
sale process, as follows:
(a) a Bid Procedures and Sale Process Hearing to occur as soon
as possible, at which Debtor will ask approval of: (i) the Bid
Procedures for bidding on the Assets; (ii) the form and manner of
notice of the Bid Procedures and the proposed sale of the Assets;
(iii) the form of the Purchase Agreement to be used in conjunction
with the sale of the Assets; and (iv) the scheduling of an auction
a sale approval hearing;
(b) an Auction to be conducted in accordance with the Bidding
Procedures; and to occur (to be approved and set by the Court) and
(c) a hearing approving the sale to the successful bidder.
The Debtor expects to be able to meet its burden at the Final Sale
Hearing to confirm the sale by demonstrating that sale efforts have
been appropriately conducted for the Assets under the circumstances
of the case.
Subject to the terms and conditions of the Agreement, the Debtor,
in the sound exercise of its business judgment, has concluded that
the sale of the Assets to the highest and best bidder for the
Assets presents the best option for maximizing the value of its
estate. Accordingly, it asks the Court to (i) approve the form of
the Purchase Agreement; (ii) approve the Sale Procedures set forth;
and (iii) set the Auction and Setting a Sale Confirmation Hearing
on an expedited basis.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Avatar_Packaging_201_Sales.pdf
The Purchaser:
RF DREW PARK, LLC
c/o Redstone Funding, LLC
1501 W. Cleveland St.,Ste 200
Tampa, FL 33606
Attn: Brad Salzer
E-mail: BSalzer@Redstoneinvestments.com
- and -
REDSTONE INVESTMENTS
5050 Belmont Avenue
Youngstown, OH 44505
Attn: Jeffrey Grinstein
E-mail: JGrinstein@Redstoneinvestments.com
About Avatar Packaging
Avatar Packaging, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08094) on Sept. 20,
2016. The petition was signed by Vance D. Fairbanks, Jr., chief
executive officer. At the time of the filing, the Debtor
disclosed
$1.79 million in assets and $1.85 million in liabilities.
The case is assigned to Judge K. Rodney May. The Debtor is
represented by Samantha L. Dammer, Esq., at Tampa Law Advocates,
P.A.
The Office of the U.S. Trustee on Oct. 19 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Avatar Packaging, Inc.
On January 24, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.
BAILEY'S EXPRESS: Plan Admin's $395K Middletown Property Sale OK'd
------------------------------------------------------------------
Judge Ann M. Nivens of the U.S. Bankruptcy Court for the District
of Connecticut authorized David Allen, the plan administrator
appointed for Bailey's Express Inc.'s bankruptcy estate, to sell of
the commercial real property located at 11 Industrial Park Road,
Middletown, Connecticut to Accurate Logistics, LLC, for $395,000.
The sale Hearing was held on Nov. 7, 2018.
The sale is free and clear of all encumbrances, claims, interests,
and liens.
All time periods set forth in the Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
Notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d)
or 7062 or any applicable provisions of the Local Bankruptcy Rules,
the Sale Order will not be stayed after the entry hereof, 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.
The Court authorized the Plan Administrator to pay Trevor David
Commercial Real Estate, LLC a commission totaling 3% equaling
$11,850, and pay NAI James E. Hanson a commission totaling 3%
equaling $11,850 upon closing of title to the Property.
About Bailey's Express
Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier. It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska. It has distribution points in Charlotte,
Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville,
Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also
provides service to Mexico, Puerto Rico & Canada.
Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017. In the petition
signed by CFO David Allen, the Debtor estimated its assets and
liabilities at between $1 million and $10 million.
Judge Ann M. Nevins presides over the case.
Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serve as the Debtor's bankruptcy counsel.
No creditors' committee has been appointed in the case.
On Jan. 12, 2018, the court confirmed the Debtor's Chapter 11 plan
of liquidation. Pursuant to the plan, David Allen was deemed the
plan administrator for the Debtor's estate.
On Nov. 17, 2017, the Court appointed Trevor Davis Commercial Real
Estate, LLC, as real estate broker.
BALLENGER CONSTRUCTION: Trustee's $35K Sale of Cameron Property OKd
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Michael B. Schmidt, the Liquidating
Trustee of Ballenger Construction Co., to sell the tract of land
consisting of 2.83 acres (+/-), out of Lot 6, Section 65, Gulf
Coast Irrigation Company's Subdivision, Willacy County, Texas,
according to map thereof recorded in Volume 1, Page 490 transcribed
records from Cameron County, Texas to Willacy County, Texas, to
Jesus H. Salinas for $35,000.
The sale is on "as is, where is," and with all faults, and without
representations of any kind; and is free and clear of any and all
liens, claims interest in such interest, but that any liens, claims
and interests will attach to the proceeds.
The Trustee will pay the filing fee for the Motion of $176.
The Trustee, at his discretion, upon his review and verification of
all valid liens is authorized to pay all such liens, specifically
including payment to Frost National Bank at closing and funding as
directed above, as well as broker fees and other closing costs,
including attorney documentation fees, from the proceeds of the
sale or have such liens and fees (or any portion thereof) withheld
and paid by the title company at closing.
The title company closing the sale will follow and comply with the
Trustee's written instructions to them on the amounts of and to
whom distributions of the proceeds of the authorized sale will be
made.
The ad valorem tax liens for the 2018 tax year are expressly
retained in the Property until the payment by the Buyer of the 2018
ad valorem taxes.
The Stay provided under FRBP 6004(h) is waived. The Trustee and
the estate retain all rights under 506 (c) of the Code.
About Ballenger Construction
Ballenger Construction Co. filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. 12-20645) on Dec. 7, 2012, in Corpus
Christi. In the petition signed by Joe C. Ballenger Jr./Joe C.
Ballinger Sr., president/CEO, the Debtor estimated under $50,000 in
assets and $10 million to $50 million in liabilities. Judge
Richard S. Schmidt oversees the case. The Debtor is represented by
Roderick Glen Ayers, Jr., Esq., at Langley Banack Inc., as
counsel.
The Debtor won confirmation of its Plan. Michael B. Schmidt was
appointed as the Liquidating Trustee under the Plan.
BARCORD INC: Court Approves Disclosure Statement, Confirms Plan
---------------------------------------------------------------
The Bankruptcy Court has approved the disclosure statement and
confirmed the Chapter 11 liquidating plan of Barcord, Inc.
The Plan is amended to provide the following release language:
"On the effective date, in consideration of the agreement of
VSD to reduce its claim(s) and to allow the use of VSD's cash
collateral to provide 100% distributions to holders of allowed
unsecured, non insider claims, VSD and each of its directors,
officers, Trimont Real Estate Advisors and attorneys shall be
released and discharged of any and all claims and liabilities which
debtor may have had except for obligations expressly contained in
this plan, provided this release shall not release (X) any
obligation of VSD under the Plan or the Plan exhibits or (Y) acts
or omission that are the result of gross negligence or willful
misconduct."
The Debtor's Plan, as modified therein, is confirmed. The Debtor
and VSD are authorized to take all actions set forth in the Plan,
including, without limitation, the sale of the Property to a new
entity.
This matter is continued for post-confirmation status on January 9,
2019 at 10:30 a.m. in Courtroom 742, United States Courthouse, 219
South Dearborn St., Chicago, Illinois.
The Debtor is directed to file and serve a written report of status
of all initial payments required and made for each class treated
under the Plan on or before December 28, 2018.
The Troubled Company Reporter previously reported that Class 5
unsecured creditors will be (a) paid in full from the closing of a
sale to Newco (and the proceeds therefrom) or (b) paid from any
remaining proceeds of a Third-Party Sale (after the payment in
full
of the VSD Claim). The estimated amount of total unsecured claims
is $18,646.69.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/ilnb18-14974-40.pdf
About Barcord, Inc.
Barcord, Inc., is a real estate company that has 100% ownership
interest in a property located at 1648 West Kinzie St., Chicago,
IL
60622 valued by the Company at $2.4 million.
Barcord, Inc., sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. N.D. Ill. Case No. 18-14974) on May 23, 2018. In the
petition signed by its president James Aitcheson, the Debtor
disclosed $2.40 million total assets and $2.23 million total
debts.
Judge Carol A. Doyle presides over the case. Joshua D. Greene,
Esq., of Springer Brown, LLC, serves as its counsel.
BAY TERRACE: A Real Buying Two Bayside Properties for $5.5 Million
------------------------------------------------------------------
Bay Terrace Country Club, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of New York to authorize the bidding
procedures in connection with the sale of parcels of real
properties located in the Borough of Queens known as and located
217-14 24th Avenue, Bayside, New York (Block 6008 Lot 95); and
24-14 Little Neck Boulevard, Bayside, New York (Block 6004 Lot 70),
to A Real YYZ L.P. for $5.5 million, subject to higher and better
offers.
The Debtor is a not for profit corporation that owns the
Properties, where it operates a cooperatively owned private swim
club overlooking Little Neck Bay. The Club was first established
in 1961, and has been an important part of the Bayside, New York
summer season ever since.
Pursuant to its Certificate of Incorporation, the Club is a not for
profit corporation that was organized under former New York State
Membership Corporation Law for the purpose of providing swimming,
social, athletic and recreational facilities for the exclusive use
of its members, their families, and guest at a costs consistent
with the Properties maintenance operation safety and management of
the Premises. The Club is open daily from Memorial Day through
Labor Day.
On May 6, 2008, in consideration of a loan made by TD Bank, N.A. as
successor by merger to Commerce Bank, N.A. to the Debtor, the
Debtor purportedly executed a certain Note in which the Debtor
promised to pay the sum of $1.7 million to TD. The interest rate
on Note 1, as of Sept. 1, 2017, was 2.83722%. The term of Note 1
is 120 months.
On May 6, 2008 the Debtor purportedly executed, duly acknowledged
and delivered to TD a Mortgage and Security Agreement for the
purpose of securing payment of the Note 1 in the principal sum of
$1.7 million. Mortgage 1 purportedly further assigns to TD the
leases and rents due for occupancy of the Properties and permits TD
to enter the Properties for the purpose of collecting the rents and
to apply same to the Debtor's indebtedness to TD.
On May 6, 2008, the Debtor, as Assignor, purportedly executed in
favor of TD, as Assignee, an Assignment of Leases and Rents for the
purpose of further securing all amounts due TD under Note 1 and
Mortgage 1 ("ALR 1").
On June 22, 2009, in consideration of a loan made by TD Bank, N.A.
as successor by merger to Commerce Bank, N.A. to the Debtor, the
Debtor purportedly executed a certain Note in which the Debtor
promised to pay the sum of $1.3 million to TD ("Note 2"). The
interest rate on Note 2, as of Sept. 1, 2017, was 4.23722%. The
term of Note 1 was 117 months.
On June 22, 2009 the Debtor purportedly executed, duly acknowledged
and delivered to TD a Mortgage and Security Agreement for the
purpose of securing payment of the Note 2 in the principal sum of
$1.3 million). Mortgage 2 purportedly further assigns to TD the
leases and rents due for occupancy of the Properties and permits TD
to enter the Properties for the purpose of collecting the rents and
to apply same to the Debtor's indebtedness to TD. The Second
Assignment of Leases and Rents.
On June 22, 2009, the Debtor, as Assignor, purportedly executed in
favor of TD, as Assignee, an Assignment of Leases and Rents for the
purpose of further securing all amounts due TD under Note 2 and
Mortgage 2 ("ALR 2").
On Oct. 3, 2011, in consideration of a loan made by TD Bank, N.A.
as successor by merger to Commerce Bank, N.A. to the Debtor, the
Debtor purportedly executed a certain Note in which the Debtor
promised to pay the sum of $907,554 to TD ("Note 3").
On Oct. 3, 2011 the Debtor purportedly executed, duly acknowledged
and delivered to TD a Mortgage and Security Agreement ("Mortgage
3") for the purpose of securing payment of the Note 3 in the
principal sum of $907,554. Mortgage 3 purportedly further assigned
to TD the leases and rents due for occupancy of the Properties and
permits TD to enter the Properties for the purpose of collecting
the rents and to apply same to the Debtor's indebtedness to TD.
On May 6, 2008, TD and the Debtor entered into a certain SWAP
Agreement. Under the terms of SWAP 1, the Debtor agreed to make
certain payments to TD on Note 1 upon certain defined rates of
interest for TD and the Debtor as more fully set forth therein.
Pursuant to SWAP 1, the interest rate on Note 1 was fixed at
6.49%.
On Aug. 7, 2009, TD and the Debtor entered into a certain SWAP
Agreement. Under the terms SWAP 2, the Debtor agreed to make
certain payments to TD on Note 2 based upon certain defined rates
of interest for TD and the Debtor, as more fully set forth therein.
Pursuant to SWAP 2, the interest rate on Note 2 was fixed at 7.15%.
TD contends that the Debtor defaulted under the terms of the
described loan documents and therefore, under the SWAP Agreements
by virtue of its failure to make certain payments due and owing
thereunder, and by virtue of the payment defaults. As a result of
the forgoing, TD contends that there is currently the sum of
$106,644 due under the SWAP Agreements which sum will fluctuate and
change subject to market volatility.
On Feb. 27, 2015, the Debtor entered into a Modification, Extension
and Forbearance Agreement with TD, whereby TD agreed to forbear
until July 1, 2019, enforcement of certain of its rights under Note
1, Mortgage 1, ALR 1, Note 2, Mortgage 2, ALR 2, Note 3, Mortgage 3
and the SWAP Agreements as a result of the Debtor's default
thereunder. The Forbearance Agreement further provides, among
other things, that if the Debtor fails to make any payments
required under the Forbearance Agreement, TD can declare all
liabilities to be immediately due and payable and TD will be
entitled to exercise all rights and remedies available to it under
the Loan Documents and applicable law.
TD contends that the Debtor has failed and omitted to make the
required monthly payments due Oct. 1, 2017 and monthly thereafter.
In accordance with its right as holder of the Loan Documents, TD
elected to declare the entire amount outstanding under Loan
Documents and Forbearance Agreement. On Nov. 22, 2017, as a result
of the Debtor's purported default, TD contends that it gave written
notice to the Debtor and its counsel of the default and demanded
payment in full of all amounts due under the Loan Documents and
Forbearance Agreement.
On Feb. 12, 2018, TD commenced a foreclosure action entitled TD
Bank, N.A., successor by merger to Commerce Bank, N.A. - against -
Bay Terrace Country Club, Inc., New York City Department of
Finance, New York State Department of Taxation and Finance (Index
No. 702165/2018) in the Supreme Court of the State of New York,
County of Queens.
In order to pay TD's claim, the Debtor sought to refinance the
Properties and had also been marketing the Properties to potential
purchasers in the hopes of obtaining an offer (or offers) which
would generate sufficient funds to satisfy the liens and
obligations against the Properties. However, these efforts were
not successful.
On May 11, 2018 the Debtor learned that TD had assigned the Loan
Documents to YYZJFK Inc. YYZ subsequently assigned its claim to A
Real YYZ L.P. On June 11, 2018, A Real filed a proof of claim in
the amount of $3,821,857 as of May 4, 2018 with interest accruing.
Shortly thereafter, the Debtor and A Real, along with their
respective counsel, engaged in discussions aimed towards resolving
A REAL's claim and the Chapter 11 case. These discussions were
successful and resulted in the Debtor and A Real's execution of a
Consent Order between the Debtor and A Real.
The Consent Order, provides, in relevant part, that the Debtor
agrees that it will properly notice and conduct a vote by its
members or shareholders on Aug. 31, 2018. The Meeting will be to
authorize the Debtor's Board of Trustees to sell the Properties to
the Lender (or its assignee) in accordance with various settlement
proposals made by the Lender, subject to higher and better offers.
Any proposed bid procedures for a sale wherein Lender is a stalking
horse will provide, in part, that: (1) the Lender receives a
break-up fee in the amount of 2% of its offer, legal fees, expenses
and costs if it is not the successful bidder; (2) the initial
overbid amount be set at $250,000; and (3) subsequent bidding
increments be in the amount of $25,000.
The Debtor will deliver to the Lender's counsel the result of that
vote on Sept. 7, 2018. If the shareholders accept one of the
Settlement Proposals, the Lender agrees to abide by such Settlement
Proposal, subject to the execution of appropriate and reasonable
documentation memorializing such Settlement Proposal and as per the
terms of a purchase agreement. Failure to adhere to these time
frames constitutes an Event of Default under the Agreement.
The Debtor timely accepted the Lender's settlement proposal
providing that the Lender would purchase the Properties for $5.5
million, offset by the payoff amount, and execute a lease with the
client to occupy the Properties for three additional summers,
through August 2021. Throughout this period the tenant will make a
$1,000 annual lease payment and pay all real estate taxes as they
become due. Two hundred and fifty thousand dollars of the purchase
price will be held in escrow to pay use and occupancy should the
client breach the lease and fail to vacate the Properties. Upon
compliance with the terms of the lease, and the client's prompt
vacatur of the premises, the remaining escrow will be released to
the client.
At a Board Meeting and subsequent meeting of all of the member
shareholders of the Debtor, the sale of the Properties to AREAL was
approved. The results of the votes were delivered to A Real's
counsel prior to Sept. 7, 2018. On Aug. 1, 2018, the Debtor filed
a Chapter 11 Plan and Disclosure Statement to Accompany the Plan.
On Oct. 17, 2018, the Debtor filed a Chapter 11 Plan, as Modified
and Modified Disclosure Statement to Accompany the Plan.
Pursuant to the Motion, the Debtor is also asking approval of its
proposed sale of the Properties to AREAL, free and clear of all
liens, encumbrances and interests, pursuant to the Sale Terms, but
subject to any higher or better offers. The closing on the sale of
the Properties will be consummated pursuant to the Plan and is the
means for implementation of the Plan.
By the Motion, the Debtor asks approval of the bidding procedures
in connection with the proposed sale of the Properties.
The salient terms of the Bidding Procedures are:
a. Initial Bid: $5.75 million inclusive of a Breakup Fee, in
the amount of $110,000 (2% of $5.5 million Initial Bid)
b. Deposit: 10% of Bid
c. Auction: The Debtor asks that the Court: (a) directs a
public auction to be held during the week of Jan. 21, 2019 at the
Offices of Shafferman & Feldman LLP, to accept and consider any
competing bids for the Properties.
d. The Competing Bid will provide that such purchaser will
execute a lease with the Debtor, in a form to be filed prior to the
hearing on the sales procedure motion, to occupy the Properties for
three additional summers, through August 2021. Throughout this
period, the Debtor will make a $1,000 annual lease payment and pay
all real estate taxes and other expenses as they become due. The
sum of two hundred and fifty thousand dollars of the purchase price
will be held in escrow to pay use and occupancy should the Debtor
breach the Lease and fail to vacate the Properties. Upon
compliance with the terms of the Lease, and the Debtor's prompt
vacatur of the Properties, the remaining escrow will be released to
the Debtor.
e. Bid Increments: $25,000
f. All bids will be "firm offers" for the Properties on an "as
is" basis
By the Motion, the Debtor asks the entry of two Orders. The first,
sthe Sale Procedures Order, would authorize and approve the Bidding
Procedures. The second, the Sale Approval Order, would approve the
Sale of the of the Properties to AREAL or the Successful Bidder(s),
free and clear of liens, claims, rights, interests, charges, and
encumbrances.
Authorization of the sale of the Properties is being sought on an
expedited basis because all of the related matters in the case are
being heard on Nov. 14, 2018 and the sale will provide for proceeds
sufficient in amount to pay creditors in full. Therefore, the
Debtor asks that such Order waive the stay under Bankruptcy Rules
6004(h) and 6006(d).
About Bay Terrace Country Club
Bay Terrace Country Club, Inc., operates the Bay Terrace Country
Club located in Bayside, Queens, a cooperative-owned private swim
club overlooking Little Neck Bay. The club provides its members
and guests a large assortment of fun and healthy activities for
both children and adults.
Bay Terrace Country Club sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42627) on May 4, 2018.
In the petition signed by Maureen Hilsdorf, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Carla E. Craig presides over the
case. The Debtor hired Shafferman & Feldman LLP as bankruptcy
counsel, and Sahn Ward Coscignano, PLLC, as special counsel.
BEAUTIFUL BROWS: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee
---------------------------------------------------------------
Judge Jeffrey W. Cavender of the U.S. Bankruptcy Court for the
Northern District of Georgia ordered the U.S. Trustee to appoint a
Chapter 11 trustee for Beautiful Brows LLC.
The Order was made pursuant to Ameris Bank's motion to appoint a
Chapter 11 trustee for the Debtor.
The Ch. 11 Trustee shall be responsible for all financial matters
such as managing Debtor's checking and other business accounts,
paying all necessary bills and obligations, approving of the amount
of and the payment of salaries, approving product orders, reviewing
all cash receipts and deposits for each of Debtor's operating
locations, maintaining a detailed list of inventory and equipment
updated periodically by the Debtor, managing and approving all
expenditures of estate assets, and completing and filing the
Monthly Operating Reports that are due subsequent to appointment.
About Beautiful Brows
Beautiful Brows LLC, based in Tucker, Georgia, primarily operates
in the skin care business within the personal services industry.
Beautiful Brows, filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 18-66766) on Oct. 3, 2018. In the petition signed by Saleema
Delawalla (f/k/a Fnu Saleema), member, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Jason L. Pettie, Esq., at Jason L. Pettie, P.C.,
serves as bankruptcy counsel.
BENFER STORAGE: Proposed $1.9M Sale of Houston Property Deemed Moot
-------------------------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas deemed as moot Benfer Storage, LLC's proposed
sale of the real property located at 5135 Mittlestedt, Houston,
Texas to Gerson D. Ake for $1.85 million.
About Benfer Storage LLC
Benfer Storage LLC, based in Houston, Texas, offers storage spaces
for rent on a prepaid basis.
Benfer Storage filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Tex. Case No. 17-32767) on May 1, 2017. In the petition signed by
Alberto Bernadoni, president, the Debtor estimated $1 million to
$10 million in assets and $500,000 to $1 million in liabilities.
The Hon. Jeff Bohm presides over the case. Susan Tran, Esq., at
Corral Tran Singh, LLP, serves as bankruptcy counsel.
No official committee of unsecured creditors was appointed in the
Chapter 11 case.
On Feb. 13, 2018, the Court confirmed the Debtor's Chapter 11 Small
Business Disclosure Statement and Chapter 11 Small Business Plan.
On Feb. 15, 2018, the Court closed Benfer's bankruptcy case.
BIG E AUTOMOBILE: Delays Plan to Continue Plan Discussions
----------------------------------------------------------
Big E Automobile Rebuild, Inc. requests the U.S. Bankruptcy Court
for the Western District of Washington to extend by 90 days the
period within which only the Debtor may file a plan of
reorganization, and the period for acceptance of such plan by
impaired classes of claims, to February 7, 2019 and April 8, 2019,
respectively.
The Debtor hopes to propose a consensual plan of reorganization.
With that goal in mind, on November 6, representatives of the
Debtor, Debtor's management, Key Bank, the landlord and seller of
the business, and their respective counsel, met to discuss a wide
range of issues, including the classification and treatment of
claims, financial reporting, and financial covenants to be included
in a plan. As a result of the meeting, the Debtor is working to
correct the financial statements (which to date have been generated
internally) and bring them into line with the debtor’s tax
returns. The Debtor is also reviewing a new financial reporting
metric requested by Key Bank, operating cash flow to fixed
charges.
In addition, the Debtor mentions that its equity owner, John
Willard, is himself in a Chapter 7. Thus, his equity and his
shareholder loan are under the control of his trustee, Mark
Waldron. Mr. Willard recently amended his exemption schedules to
exempt his equity, which gave parties in interest 30 days to object
to the amended exemption. The treatment of equity interests may
turn on the validity of the exemption.
Finally, the Debtor submits that its avoidance action against
Coastal Community Bank is progressing. The parties have exchanged
initial discovery requests, responses to which are due imminently.
Those responses are expected to clarify the status and prospects
for that litigation.
While there are material issues unresolved, major progress was made
towards a consensual plan. Thus, the Debtor requires additional
time to formulate a plan of reorganization and prepare a disclosure
statement. The Debtor claims that extending the exclusivity period
will enable it to maintain control of the plan formulation and
drafting process, and preserve its bargaining leverage vis-a-vis
other major players in the case.
About Big E Automobile Rebuild
Based in Burien, Washington, Big E Auto Rebuild, Inc. --
http://www.bigeautorebuild.com/-- offers complete auto body shop
and auto paint shop services. It has been family owned and
operated since 1970 and provides service to Seattle, West Seattle,
Bellevue, Renton, SeaTac, Kent and Federal Way areas from the
Burien facility.
Big E Automobile Rebuild sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-12732) on July 12,
2018. In the petition signed by John Willard, president, the
Debtor disclosed $287,786 in assets and $2,633,442 million in
liabilities. Judge Christopher M. Alston presides over the case.
Donald A. Bailey, Esq. is the Debtor's counsel. No official
committee of unsecured creditors has been appointed in the Chapter
11 case.
BJT GROUP: Amends Plan to Disclose Agreement with DOJ Watchdog
--------------------------------------------------------------
BJT Group, Inc., filed a first amended Chapter 11 plan following a
hearing on October 23, 2018, at which time the Debtor and the
United States Trustee announced an agreement regarding certain
actions that needed to be taken to assure compliance with the small
business provisions of the Bankruptcy Code. However, no order has
been submitted in conjunction with that announcement, and no new
hearing has been set or notice given in connection with the new
plan filed on October 31, 2018.
The Debtor's counsel will promptly consult with the United States
Trustee and attempt to agree upon a timetable for objections and a
hearing and an appropriate order to be entered regarding
outstanding confirmation matters to assure that timely and
efficient procedures are put in place to move this case forward.
Under the Plan, Class 3A - Secured Claim of Farmers Bank is
impaired. Total amount of claim is $75,240.61 with unsecured
balance of $250.00. Monthly payment of $795.39 with total payout of
$95,446.80. The lien is retained until completion of payments.
class 4 - General unsecured claims is impaired. The total amount of
claim is $517,030.39. Monthly payment of $101.00 with total payout
of $12,120.00.
The Plan will be funded by the following: Income from the continued
operation of the tire sales and auto repair.
A full-text copy of the First Amended Plan dated October 31, 2018,
is available at:
http://bankrupt.com/misc/tnmb18-1707504-32.pdf
About BJT Group Inc.
BJT Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 17-07504) on November
3, 2017. Barry Poss, secretary and treasurer, signed the
petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and estimated liabilities
of
less than $1 million.
Judge Randal S. Mashburn presides over the case. Lefkovitz &
Lefkovitz is the Debtor's bankruptcy counsel.
BLUE WATER POWERBOATS: Taps The Associates as Legal Counsel
-----------------------------------------------------------
Blue Water Powerboats, Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire The
Associates as its legal counsel.
The firm, through its attorney David Lloyd Merrill, Esq., will
advise the Debtor regarding its duties under the Bankruptcy Code;
negotiate with creditors in the preparation of a bankruptcy plan;
and provide other legal services related to its Chapter 11 case.
Mr. Merrill and his firm do not represent any interest adverse to
the Debtor, according to court filings.
The Associates can be reached through:
David Lloyd Merrill, Esq.
The Associates
1525 Prosperity Farms Road, Suite B
West Palm Beach, FL 33401
Phone: 561.877.1111
Email: dlmerrill@theassociates.com
Email: ecf@merrillpa.com
About Blue Water Powerboats Inc.
Blue Water Powerboats, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21113) on
September 10, 2018. At the time of the filing, the Debtor
disclosed that it had estimated assets of less than $50,000 and
liabilities of less than $500,000.
Judge Mindy A. Mora presides over the case. The Debtor tapped
David Lloyd Merrill, Esq., at The Associates, as its legal counsel.
CANDLE CONNECTION: Won't Pursue Avoidance Actions
-------------------------------------------------
The Candle Connection, Inc., filed an amended disclosure statement
explaining its small business Chapter 11 plan to remove the class
of Section 1122(b) Convenience Class and disclose that the Debtor
believes there are no preferential transfers, fraudulent
conveyances, or other avoidance actions, and therefore does not
intend to pursue any such actions.
Class 3A - Secured claim of OnDeck is impaired. Monthly payment of
$163.00 with a total claim of $9,794.25.
Class 3B - Secured claim of OnDeck is impaired. Monthly payment of
$480.00 with a total claim of $29,916.48.
Class 4 - General unsecured class is impaired which are made up of
3 members, namely: 4.a. Rosenthal and Rosenthal to be paid $50 per
month with a total claim of $402.60, 4.b. Capital One to be paid
$700 per month with a total claim of $7,240.94 and 4.c. Dell to be
paid $500 per month with a total claim of $5,417.52.
Equity interest holders are impaired
Payments and distributions under the Plan will be funded by the
ongoing operations of gift shop business.
A full-text copy of the Amended Disclosure Statement dated November
7, 2018, is available at:
http://bankrupt.com/misc/waeb18-1801266-47.pdf
About The Candle Connection
Family owned and operated, The Candle Connection was first
established in 1991. The original shop was located in the
historical Motteler Building and relocated to its present location
in 2006. Along with outstanding customer service, the company
takes great pride in providing quality candles, 99% of which are
made in the USA with the rest from Germany and Denmark. Its
diverse
selections and styles, along with a wide range of candle
Accessories are unsurpassed.
The Candle Connection Inc. filed a Chapter 11 petition (Bankr.
E.D.
Wash. Case No. 18-01266) on May 1, 2018, listing under $1 million
in both assets and liabilities.
Charles R. Steinberg, Esq. at Steinberg Law Firm PS, is the
Debtor's counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
CASHMAN EQUIPMENT: Property Sale Authority Extended Thru Dec. 31
----------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has issued an order extending the effect
of the currently operative Order Authorizing Sales of Certain
Assets Free and Clear of All Liens, Claims and Interests through
Dec. 31, 2018.
A separate order will be entered.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9,
2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
CASHMAN EQUIPMENT: Property Sale Authority Extended Thru Dec. 31
----------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has issued an order extending the effect
of the currently operative Order Authorizing Sales of Certain
Assets Free and Clear of All Liens, Claims and Interests through
Dec. 31, 2018.
On Oct. 24, 2017, the Court entered its Order Authorizing Sale of
Assets Free and Clear of All Liens, Claims and Interests. The Sale
Order, among other things, authorizes the Debtors, subject to the
conditions specified, to (i) sell Mortgaged Vessels and/or
Unencumbered Vessels without further notice, free and clear of
liens, claims and interests; (ii) pay the Closing Costs associated
with such sales; and (iii) distribute the Net Proceeds of such
sales in accordance with the terms of the Sale Order.
On Feb. 2, 2018, the Court entered its Order Continuing in Effect
Debtors' Authority to Sell Certain Assets Free and Clear of All
Liens, Claims and Interests ("First Sale Extension Order"), which
modified and extended the Sale Order to May 31, 2018.
On May 29, 2018, the Court entered its Order Continuing in Effect
Debtors' Authority to Sell Certain Assets Free and Clear ofAll
Liens, Claims and Interests ("Second Sale Extension Order"), which
modified and extended the Sale Order to Aug. 31, 2018.
On Aug. 22, 2018, the Court entered its Order Continuing in Effect
Debtors' Authority to Sell Certain Assets Free and Clear of All
Liens, Claims and Interests ("Third Sale Extension Order"), which
modified and extended the Sale Order and the Sale Extension Order
to Oct. 31, 2018.
The Sale Order, the First Sale Extension Order, the Second Sale
Extension Order and the Third Sale Extension Order will be modified
as follows:
A. Paragraph 3(a) of the Sale Order will be modified to
replace "Oct. 31, 2018" with "Dec. 31, 2018."
B. Paragraph 7 of the Sale Order will be replaced in its
entirety with the following: Limitations on Sales. The Debtors'
authority to sell (a) Mortgaged Vessels pursuant to the Order
(including any extension of this order by changing the Termination
Date) is limited to sales of such vessels for, in the aggregate,
gross purchase prices not exceeding $25 million, unless, alter such
cap has been reached or would otherwise be reached pursuant to sale
of a particular Mortgaged Vessel, such sale is agreed to between
the Debtors and the Lien Lender(s) asserting liens on such vessel
upon three business days' notice to the Creditors' Committee, and
(b) Unencumbered Vessels pursuant to the Order (including any
extension of this order by changing the Termination Date) is
limited to sales of such vessels for, in the aggregate, gross
purchase prices not exceeding $10 million. Notwithstanding
anything to the contrary provided for in this order, no sale of any
Mortgaged Vessel or Unencumbered Vessel may occur at any time if,
alter giving proforma effect to such sale and to the creation of
any Retained Proceeds Claims in connection with such sale, the
ratio of the aggregate OLVs for all Unencumbered Vessels still
owned by the Debtors and that are subject to the New Vessel
Mortgages to the aggregate amount of all Retained Proceeds Claims
would be less than 2 to 1. The first sentence of paragraph 7 will
not apply to sales arising from Purchase Option Charters that were
authorized prior to Oct. 31, 2018 (a list of the affected vessels
is attached as Schedule A), provided that the Debtors close not
less than $1 million of other vessel sales pursuant to the Order
during the period from Nov. 1, 2018 through Dec. 31, 2018.
C. Paragraph 24 of the Sale Order will be modified to increase
the cap on the fees/expenses of the Collateral Agent's counsel
(solely to represent the Collateral Agent in such capacity) from
$135,000 to $140,000.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9,
2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
CDW CORPORATION: Moody's Ups CFR to Ba1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
CDW Corporation to Ba1 from Ba2 and the Probability of Default
Rating to Ba1-PD from Ba2-PD. Moody's also changed the rating
outlook to stable from positive and affirmed the company's SGL-1
short term liquidity rating. The instrument ratings on debt issued
by wholly-owned subsidiary, CDW LLC, were also upgraded by one
notch.
Upgrades
Issuer: CDW Corporation ("CDW")
Corporate Family Rating ("CFR"), Upgraded to Ba1 from Ba2
Probability of Default Rating ("PDR"), Upgraded to Ba1-PD from
Ba2-PD
Issuer: CDW LLC
Sr Secured Term Loan, Upgraded to Baa3 (LGD2) from Ba1 (LGD3)
Sr Unsecured Regular Bond/Debentures, Upgraded to Ba2 (LGD5) from
Ba3 (LGD5)
Affirmations
Issuer: CDW Corporation
Speculative Grade Liquidity Rating, Affirmed SGL-1
Outlook Actions:
Issuer: CDW Corporation
Outlook, Changed to Stable from Positive
Issuer: CDW LLC
Outlook, Changed to Stable from Positive
RATINGS RATIONALE
The upgrades reflect CDW's consistent track record of revenue
growth and double digit percentage adjusted free cash flow to debt
resulting in improving leverage. As a leading multi-brand provider
of IT solutions with a history of good execution, CDW has favorable
prospects for continued market share gains due to its scale,
extensive product offering, and broad market access relative to
smaller value-added resellers of IT products. Each of CDW's five
U.S. end markets (e.g. government, healthcare), plus operations in
the UK and Canada, contributed to revenue growth for the nine
months ended September 2018 supported by a strong refresh cycle for
personal computers aided by a strong job market and by good growth
in solutions offerings driven by demand for security, storage and
servers. CDW has reduced leverage over the past several years and
Moody's expects the company to operate within its target range of
net reported debt to EBITDA of 2.5x -- 3.0x (or roughly 2.9x to
3.4x including Moody's standard adjustments).
Still, Moody's recognizes CDW has reasonably high vendor
concentration among its major suppliers, exposure to the more
volatile spending patterns of small and medium-sized businesses
(SMB) and exposure to budgetary risks of the public sector, which
can heighten the volatility of technology cycles. In addition,
current reported net debt to EBITDA of 2.3x is below the company's
target range, increasing the potential for distributions or debt
financed acquisitions.
CDW's SGL-1 Speculative Grade Liquidity Rating reflects very good
liquidity supported by ample availability under its secured
revolving credit facility, the absence of near-term debt
maturities, and expectations for more than $450 million of free
cash flow despite growing quarterly dividends. Good free cash flow
is supported by relatively stable operating margins (though low on
an absolute basis, similar to other IT distributors) and low
capital intensity with annual capex of less than 1% of revenue.
Moody's expects CDW to remain proactive in its working capital
management and anticipates the company's adjusted cash conversion
cycle will remain below 20 to 21 days, limiting the use of cash.
CDW issues debt at its wholly-owned subsidiary CDW LLC, which holds
all material assets and conducts all business activities and
operations. Ratings for the senior secured term loan (Baa3 LGD2)
and senior notes (Ba2 LGD5) reflect the overall probability of
default of the company, incorporated in the PDR of Ba1-PD, and the
expectation for an average family recovery in a default scenario.
The stable rating outlook reflects CDW's solid performance in its
niche markets, including the company's revenue stream from the
public sector, which counteracts greater fluctuations in corporate
sector revenue, as well as Moody's expectations for continued good
execution of its domestic and international business strategies and
for stable customer and vendor relationships.
Ratings could be upgraded if CDW demonstrates continued revenue and
free cash flow growth, consistent operating margins at current
levels, and a commitment to conservative financial policies
including total adjusted debt to EBITDA being sustained below 2.5x
and adjusted free cash flow to debt above 20%. Ratings could be
downgraded if CDW experiences loss of customers/market share or
pricing pressures due to increasing competition or a weak economic
environment such that margins, interest coverage, or free cash flow
erodes. Adjusted debt to EBITDA being sustained above 3.5x could
also lead to a downgrade.
Based in Vernon Hills, IL, CDW is a leading IT products and
solutions provider to business, government, education, and
healthcare customers in the U.S. and Canada. Moody's expects net
revenue to reach $16.5 billion or more over the next twelve months.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
CHICAGO EDUCATION BOARD: Fitch Rates 2018A/B Bonds 'BB-'
--------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to the following Chicago
Board of Education, IL (CBOE) bonds:
-- $450 million unlimited tax general obligation refunding bonds
(dedicated revenues), series 2018C;
-- $313 million unlimited tax general obligation bonds (dedicated
revenues), series 2018D.
Fitch also affirms the following 'BB-' ratings:
-- approximately $7 billion outstanding unlimited tax general
obligation (ULTGO) bonds;
-- Issuer Default Rating (IDR).
The Rating Outlook is Positive.
Fitch has also assigned a 'A' rating to the $86 million dedicated
capital improvement tax (CIT) bonds, series 2018 and affirmed the
'A' rating on $64 million outstanding CIT bonds.
The Rating Outlook is Stable.
Proceeds of the ULTGO bonds will be used to refund outstanding debt
and provide funding for various capital improvements as listed in
the capital improvement program. Proceeds of the CIT bonds will
fund various capital improvements as well as a deposit to the debt
service reserve, capitalized interest and costs of issuance. The
bonds are expected to sell via negotiation the week of Nov. 28.
SECURITY
The ULTGO bonds are unlimited tax general obligations of the CBOE
payable from dedicated CBOE revenues in the first instance and also
payable from unlimited ad valorem taxes levied against all taxable
property in the city of Chicago. The CIT bonds are secured by a
first priority lien on CIT revenues.
ANALYTICAL CONCLUSION
The 'BB-' IDR and ULTGO rating reflect the history of structurally
imbalanced financial operations driven by a strained revenue
environment and growing pension pressures that resulted in an
accumulated general fund deficit. The Positive Outlook reflects
CBOE's progress toward structural balance as evidenced by the
inclusion of improved school funding in the state's fiscal 2018 and
2019 budgets, the projected restoration of positive reserves for
fiscal 2018 and an improved liquidity position leading to lower
levels of cash flow borrowing.
The district is receiving significantly more ongoing state aid,
both for operations and for pension expenses, under the new state
funding framework enacted in 2018 than it was under the previous
framework. Importantly, the bulk of state funding to the district
is now determined as part of overall funding decisions for schools
statewide, rather than being considered separately. The higher
funding level associated with the new funding framework is ongoing
under current law, and the risk of funding declines will be largely
tied to statewide funding levels, mitigating the risk of funding
cuts targeted to CBOE. The recent election of a new governor may
also signal lower risk that cuts will be targeted at school
districts. Financial pressures will remain, but the additional
funding and revised funding framework should improve the amount,
timing and potential volatility of state aid to Chicago Public
Schools (CPS) and allow for reversal of the previous downward
trajectory.
The 'A' rating on the dedicated tax bonds reflects the strong
resilience of the pledged tax security without regard to the
issuer's general creditworthiness. The rating is distinct from the
'BB-' IDR, due to Fitch's assessment that the pledged revenues meet
the definition of 'special revenues' under the U.S. Bankruptcy Code
and therefore, bondholders are legally insulated from any operating
risk of the board.
Economic Resource Base
Chicago acts as the economic engine for the Midwestern region of
the U.S. The city's residents are afforded abundant employment
opportunities within this deep and diverse regional economy. The
city also benefits from an extensive infrastructure network,
including a vast rail system, which supports continued growth. The
employment base is represented by all major sectors with
concentrations in the wholesale trade, professional and business
services and financial sectors. Socioeconomic indicators are mixed
as is typical for an urbanized area, with above-average educational
attainment levels, above average per capita income and elevated
individual poverty rates. Population trends are flat, and
enrollment is declining.
KEY RATING DRIVERS
IDR:
Revenue Framework: 'bbb'
Fitch expects natural revenue growth, absent new revenue action, to
keep pace with inflation, given expectations for property tax
growth and relatively flat state aid growth following the increases
associated with the new funding formula. CPS has no independent
legal ability to raise revenues.
Expenditure Framework: 'bbb'
Fitch expects the natural pace of expenditure growth to exceed that
of revenues, necessitating ongoing budget management. CPS has made
significant cuts in recent years, and Fitch believes that the
practical ability to cut spending throughout the economic cycle is
limited. Recent improved funding has allowed some restoration of
service levels, which may lead to increased expenditure flexibility
over time.
Long-Term Liability Burden: 'a'
The long-term liability burden is elevated, but still in the
moderate range, relative to the resource base.
Operating Performance: 'bb'
The district's accumulated general fund deficit resulted from years
of structurally imbalanced operations. Fitch expects budgetary
balance to improve over time, given expected gains under the new
state funding formula. The new formula should also improve cash
flow timing and liquidity from very weak levels.
CIT:
Special Revenue Analysis: The 'A' rating on the dedicated CIT bonds
is based on a dedicated tax analysis without regard to the board's
financial operations. Fitch has been provided with legal opinions
by board counsel that provide a reasonable basis for concluding
that the tax revenues levied to repay the bonds would be considered
'pledged special revenues' under Section 902(2)(e) of the U.S.
Bankruptcy Code in the event of a board bankruptcy.
Predictable Revenues: Growth in the levy (currently $56.2 million)
is set by state statute at the rate of inflation; however, the levy
jumps up in 2033 by $142.5 million, then resumes inflation-based
growth. Debt service schedules are sized to the minimum levy,
without assuming inflationary increases.
Strong Resilience of Pledged Tax Security: A multi-year levy with
pre-determined minimum amounts combined with limited volatility in
historical property tax collection rates support strong financial
resilience for debt service coverage throughout economic declines.
RATING SENSITIVITIES
Structural Balance: Demonstrated progress toward structural balance
and achievement of targeted fiscal 2019 reserve levels could result
in an upgrade of the IDR and GO bond ratings. Conversely, failure
to achieve targeted reserve levels could result in a return of the
Outlook to Stable.
Liquidity Pressure: Liquidity remains narrow, albeit improved under
the new school funding structure, and the district remains
dependent upon external sources of liquidity. The IDR and GO bond
ratings assume continued market access for necessary cash flow
borrowing.
Property Tax Collection Rates: The CIT dedicated tax bond rating is
sensitive to declines in property tax collection rates of a scale
that would materially erode the protection inherent in the expected
coverage ratios, given the fixed-dollar levy, 1.1x additional bonds
test and moderate historical delinquency experience.
CREDIT PROFILE
The Chicago Board of Education provides preK-12 education to over
370,000 students within the city of Chicago. Its taxing
jurisdiction is coterminous with the city of Chicago. CPS manages
the school system, which is composed of 661 school facilities.
CPS relies on state funding for a significant amount of support. In
2018, the state legislature passed a new 'evidenced-based funding
model' for schools. CPS is now receiving a materially increased
amount of state support relative to prior years and should benefit
from a hold-harmless provision that protects the district from
demographic-related cuts in state aid. The hold-harmless provision
should be particularly beneficial given the trend of declining
enrollment.
Illinois (IDR of BBB/Negative) is a large, wealthy state with a
diverse economy centered on the Chicago metropolitan area. The
state's 'BBB' IDR and GO bond rating reflect an ongoing pattern of
weak operating performance and irresolute fiscal decision making
that has produced a credit position well below the level that the
state's solid economic base and still substantial independent legal
ability to control its budget would support. The closer alignment
of current revenues and current spending in the fiscal 2018 budget
with passage of a permanent tax increase was a positive step.
Negatively, structural balancing actions on the expenditure side
were limited and the fiscal 2019 budget maintained a reliance on
one-time measures.
The Negative Outlook on the state's rating reflects Fitch's
assessment that Illinois' fiscal pressures may accelerate in the
near term as the fiscal 2019 budget entails significant
implementation risk and uncertainties remain regarding ongoing
fiscal management and decision making, particularly given the
contentious political environment in the state. In Fitch's opinion,
the state will be challenged to rebuild its financial resilience
given the persistence of a sizable accounts payable backlog; the
state's practice of delaying payments in response to budget
imbalance has negatively affected liquidity for recipients of state
funds, including CPS. Fitch expects natural growth in state
revenues to be slow.
Revenue Framework
Property taxes provided 51% and state aid 25% of general fund
revenues in fiscal 2017, but the new state funding formula
increased the share of support derived from state aid beginning in
fiscal 2018.
Growth prospects for revenues are slow, absent policy action.
Revenues were budgeted to rise significantly in fiscal 2017, as the
result of both local and state policy action, but actual results
fell short, particularly with respect to state aid. The effect of
the new funding formula should become apparent in fiscal 2018
operating results, which are expected to show a surplus sufficient
to return the unrestricted general fund balance to positive
territory. Following that large jump in base funding levels, Fitch
anticipates subsequent years' revenue growth will be about the
level of inflation, taking into account property tax revenue trends
and expectations of relatively flat state aid over time.
Newer sources of revenue dedicated to pension expenses include a
$250 million property tax levy effective fiscal 2017 and $154
million in new property taxes effective fiscal 2018, neither of
which is constrained by the Property Tax Extension Limitation Law
(PTELL).
Independent legal ability to raise revenues is limited, as it is
for many school districts in the U.S. Annual growth in the property
tax levy for operations is limited by PTELL to the lesser of 5% or
the rate of inflation.
Expenditure Framework
The district devoted 54% of fiscal 2017 general fund spending to
instruction, 27% to support services and 13% to pensions.
Fitch expects the natural pace of spending growth to be above
natural revenue growth, given rising pension contributions and
assumed wage increases. Management has actively managed expenditure
growth, with a series of substantial cuts over the past several
years including administrative cutbacks, school closures and
layoffs. The new dedicated revenue stream for pensions, combined
with the state's taking responsibility for the normal cost for
pensions ($221 million in fiscal 2018) should reduce the degree to
which required pension payments compete for operating dollars over
time.
CPS's practical ability to make future expenditure cuts is limited,
in Fitch's opinion, with cuts likely to meaningfully but not
critically reduce core services at times of economic downturn. Such
cuts could include those for programs and labor costs. As it
receives increased state funding, the district has begun adding
back some previously cut services, which could provide an
incremental margin of spending flexibility over time. A moratorium
on school closings expired at the end of fiscal 2018, which may
also present an opportunity for efficiencies.
Fixed carrying costs for debt service and actuarially-determined
pension contributions are currently sizable at 22% of governmental
spending in fiscal 2017; however, Fitch's supplemental pension
metric, which estimates the annual pension cost based on a level
dollar payment for 20 years with a 5% interest rate, indicates that
carrying costs are vulnerable to significant future increases.
Long-Term Liability Burden
The long-term liability burden is elevated but still moderate
relative to the resource base. The adjusted net pension liability
plus overall debt represents about 26% of personal income.
Overlapping debt accounts for 35% of the long-term liability
burden, with net pension liability representing 42% and direct debt
approximately 23%. Amortization of direct debt is slow with about
25% of debt scheduled for retirement in 10 years. Identified future
borrowing needs over the near to medium term are moderate but may
exceed the amount amortized. Nevertheless, Fitch anticipates that
the long-term liability burden will remain solidly within the 'a'
category.
Pension benefits for teachers are provided through the Public
School Teachers' Pension and Retirement Fund of Chicago (CTPF), a
cost-sharing multi-employer defined benefit plan in which CPS is
the major contributor. Under GASB 68 reporting, the plan reported a
48% asset to liability ratio as of June 30, 2017. Fitch estimates
the ratio to be lower at about 39% when adjusted to reflect a 6%
return assumption. The weak ratios stem from several years of
pension payment holidays and poor investment returns. The district
dramatically increased pension funding in fiscal 2014 to comply
with a state law requiring payments sufficient to reach a 90%
funding level by 2059. Fitch expects pensions to continue to be a
pressure, particularly given the longer than typical amortization
period.
Pension benefits for other personnel are provided through the
Municipal Employees' Annuity and Benefit Fund of Chicago (MEABF), a
cost-sharing multi-employer defined benefit plan whose major
contributor is the city of Chicago. CPS does not directly
contribute to the plan and has no liability for it.
The other post-employment benefits (OPEB) liability is limited.
Operating Performance
Financial resilience is weak as CPS lacks a reserve cushion and
would be challenged by even a moderate economic downturn. However,
prospects for restoration of operating balance and reserves have
improved with the new state funding framework and CPS is projecting
a $526 million net general fund operating surplus and the
restoration of unrestricted reserves for fiscal 2018. As noted, the
school funding legislation passed by the state legislature last
year included an evidence-based funding model for schools
state-wide that improves the amount, timing and potential
volatility of state aid to CPS.
The new law is benefitting CPS in several ways. It provided $314
million in additional state funding in fiscal 2018, including $221
million for state assumption of the normal cost for pensions, $70
million in new formula funding, and $23 million in early childhood
and other funding. It also included authorization for an additional
$130 million property tax levy for pensions, which, unlike the
operating levy, will not be subject to PTELL restrictions.
The new fiscal 2018 revenues were in addition to the additional
funding procured in fiscal 2017, including a $250 million pension
levy, which also is not subject to PTELL restrictions and $204
million in additional state aid, which was included in the base
funding level for the evidence-based funding model going forward.
The new formula also delivers more of CPS's aid in the form of
general state aid rather than categorical block grants. This is
favorable to CPS as block grants are scheduled for disbursement
less frequently than general state aid and were greatly delayed
during the state budget impasse, contributing to CPS's financial
distress. The new funding formula also includes a hold harmless
clause, which should protect CPS from state aid declines based on
demographic factors (enrollment declines, improved poverty rate,
etc.) and therefore reduce potential revenue volatility in the
future.
Much of the historical structural imbalance stems from the lack of
actuarial funding of pensions, including state-authorized reduced
pension payments during the great recession. The subsequent
resumption of full payments and shift in fiscal 2014 from statutory
to actuarially-based pension payments presented a dramatic rise in
spending without a corresponding revenue increase until recently.
Budgets prior to fiscal 2018 also relied upon unsustainable
practices including appropriated reserves, scoop and toss
restructurings for budgetary relief, optimistic budgeting of
revenues and lengthening the accrual period for property tax
collections.
A series of large consecutive operating deficits through fiscal
2017 underscored CPS's structural budgetary imbalance and eroded
its financial reserves. Reserves were completely exhausted in
fiscal 2016. In fiscal 2017, the accumulated general fund deficit
deepened to $275 million (5% of spending) or $355 million (7%) on
an unrestricted basis. The amended fiscal 2018 budget reflected the
effects of the new state funding framework, which may allow payment
of delayed block grants, $16.6 million of which are still
outstanding. It targeted a positive ending general fund balance of
$29 million, or less than 1% of spending. Projected results
indicate general fund balance will rise to a positive $275 million.
If achieved, such a cushion would represent a material improvement
over past performance but would still provide only limited
gap-closing capacity in a downturn or other unexpected operating,
funding or liquidity stress.
The fiscal 2019 budget represents a 5% increase over fiscal 2018
and includes increases for new educational spending, wages,
healthcare costs and higher pension contributions, some of which is
related to lowering the discount rate from 7.25% to 7.00%. The
budget also assumes a reduced amount of federal and Medicaid
revenue as well as the lowest amount of TIF revenue in the past
four years. The district anticipates it will likely meet its fund
balance target of $237 million (5% of spending) at fiscal 2019
year-end.
Liquidity has been extremely weak, with nine days of cash on hand
at the end of fiscal 2017. CPS's general fund cash position
declined dramatically from $1.1 billion at the close of fiscal 2013
to $57 million at the end of fiscal 2016 and rebounded slightly to
$161 million in fiscal 2017. Fiscal 2018 cash flows show improved
liquidity provided by new revenue sources and the improved amount
and timing of state aid, with the maximum draw on the cash flow
line of credit falling to $1.094 billion in fiscal 2018 from $1.55
billion in fiscal 2017. The maximum expected draw for fiscal 2019
is projected to be a further improved but still high $994 million.
Notably, CPS has demonstrated consistent access to external sources
of liquidity, even during periods of fiscal stress. Most recently,
it successfully sold tax anticipation notes via competitive sale.
CIT VIEWED AS SPECIAL REVENUES
The bonds are secured by a first priority lien on CIT revenues. The
specific features of the CIT bonds meet Fitch's criteria for rating
special revenue obligation debt without consideration of the
board's general credit quality. Fitch believes bondholders are
effectively insulated from the operating risk of the board as
expressed in its IDR.
Fitch sets a high bar for considering local government
tax-supported debt to be secured by special revenues, which provide
security that survives the filing of a municipal bankruptcy (in
preservation of the lien) and benefit from relief from the
automatic stay provision of the bankruptcy code. Fitch gives credit
to special revenue status only if, in the agency's view, the
overall legal framework renders remote a successful challenge to
the status of the debt as secured by special revenues under Section
902 (2) (e) of the U.S. Bankruptcy Code.
Fitch has identified a number of elements considered sufficient to
reduce the incentive to challenge the special revenue status given
the definitions outlined in the bankruptcy code. These include
clear restrictions on the use of pledged revenues for identified
projects and clear separation from the entity's operations. Fitch
has undertaken an extensive review of the statutory provisions that
govern the use of the CIT. Those provisions, along with the legal
documents governing the bond issuance, provide sufficient strength
for Fitch to rate the CIT bonds higher than the IDR.
The board is authorized under the Illinois School Code to levy the
CIT on all taxable property within the district, which is
coterminous with the city of Chicago. State statute limits the
permitted uses of CIT revenues to include construction, acquisition
and equipping of school and administrative buildings, and site
improvements. The board has identified specific capital projects in
the bond resolution that may be funded either by bond proceeds or
by residual CIT revenues. Any amendments to the project list must
be passed by board resolution. The revenues legally cannot be used
for general operations of the board.
Under the flow of funds, the CIT revenues are collected by the
county collectors of Cook and DuPage Counties. The board has
directed the collectors to transmit the CIT revenues directly to an
escrow agent. The escrow agent transfers revenues needed for
payment of debt service to the bond trustee daily. Revenues in
excess of those required to meet annual debt service may be
available to reimburse CPS for authorized capital expenditures.
The board covenants not to revoke the direction to the county
collectors as long as the bonds are outstanding. Based upon review
of bond counsel opinions Fitch believes that any future attempt to
revoke the direction to the county collectors would be contrary to
state statute.
STRONG RESILIENCE OF PLEDGED CIT SECURITY
The multi-year levy is set by resolution at the time of bond
issuance and no policy action is required to offset potential
declines in assessed value. Importantly, the minimum amount of the
levy is knowable in advance and the debt service schedule is sized
to that, allowing for a minimum of 1.1x coverage. This leaves only
the risk of diminishing collection rates, which historically have
been well within the norm for U.S. municipalities.
To evaluate the sensitivity of the dedicated revenue stream to
cyclical decline, Fitch considers both revenue sensitivity results
(using a 1% decline in national GDP scenario) and the largest
decline in revenues over the period covered by the revenue
sensitivity analysis. Since the CIT revenue history is insufficient
to conduct this analysis, Fitch uses a proxy of overall property
tax collection rates, which it believes approximates future risk to
CIT revenue sufficiency.
Based on historical property tax collection rates, Fitch's
Analytical Sensitivity Tool (FAST) generates a fairly modest 1.7%
scenario decline in pledged revenues. The largest cumulative
decline was a 2.7% decline during the recession between 2008 and
2009.
Given the 1.1x coverage, pledged revenues could withstand a 9%
decline before they were insufficient to fully cover debt service.
This is 3.3x the largest actual cumulative decline, or 5.3x the
recessionary impact estimated in Fitch's FAST scenario. Recent tax
increases by Chicago-area governments could contribute to
delinquencies beyond historical experience in a recession.
ADEQUATE STRUCTURAL PROVISIONS
The additional bonds test dictates that projected CIT revenues must
provide at least 1.1x coverage of annual debt service in each bond
year. Projections may not include assumptions for inflationary
increases prospectively. Fitch's analysis assumes the pledged
revenues would be leveraged to the full extent allowable under the
additional bonds test.
CHICAGO EDUCATION BOARD: S&P Rates 2018C/D GO Bonds 'B+'
--------------------------------------------------------
S&P Global Ratings assigned its 'B+' rating to the Chicago Board of
Education's series 2018C unlimited-tax general obligation (GO)
refunding bonds and series 2018D unlimited-tax GO bonds.
At the same time, S&P affirmed its 'B+' ratings on the board's
outstanding unlimited-tax GO bonds. The outlook is stable.
"The 'B+' rating is based on our view of the board's extremely weak
cash position, which was negative through almost all of fiscal 2018
and is projected to be mostly negative in fiscal 2019, albeit with
some improvement," said S&P Global Ratings credit analyst Blake
Yocom, "and its reliance on cash-flow borrowing to support
operating and debt service expenses." It also reflects a moderately
high-to-high overall debt burden with increasing debt service and
pension costs, coupled with pressure from overlapping entities.
The board is concurrently issuing series 2018 dedicated capital
improvement tax bonds, which are not rated by S&P Global Ratings.
The board's unlimited-tax GO full faith and credit pledge secures
the bonds. The bonds are alternate revenue source bonds secured by
pledged state aid and personal property replacement taxes, and to
the extent that such revenue is insufficient, by the board's
unlimited-tax GO pledge. S&P's ratings on these bonds are based on
the board's unlimited-tax GO pledge, and do not reflect the other
sources of security mentioned above such as unrestricted general
state aid, personal property replacement taxes, and other revenue
sources.
Series 2018C bond proceeds will be used to refund for savings the
board's 2008C and 2009D unlimited-tax GO bonds (dedicated
revenues). Series 2018D bond proceeds will be used to pay or
reimburse the board's general operating fund for the prior capital
expenditures and to fund the fiscal year 2018 capital budget.
"The stable outlook reflects our expectation that the rating will
not change within the one-year outlook horizon given the board's
improved financial position as reflected in the district's improved
fiscal 2018 cash flow and fiscal 2019 cash-flow forecast," added
Mr. Yocom. Additionally, there is further evidence that increased
state funding through the EBF and pension pick-up is flowing to the
district as previously planned. Finally, the outlook reflects the
estimated positive fund balance for fiscal 2018, the balanced
fiscal 2019 budget when assuming a small budget gap is closed, and
reduction in outstanding TANs in fiscal 2018 compared to fiscal
2017. S&P expects that the board's high fixed costs and large
unfunded pension liabilities and looming contract negotiations will
continue to pressure the rating, but will not necessarily prevent
upward potential at the current rating level.
CLIMATE CONTROL: Jan. 31 Plan Confirmation Hearing Set
------------------------------------------------------
Bankruptcy Judge Jerry A. Funk approved Climate Control Mechanical
Services, Inc., BASE 3, LLC and Facility Performance, LLC's amended
disclosure statement.
Jan. 17, 2019 is fixed as the last day for filing written
acceptances or rejections of the plan.
A confirmation trial will be held on Jan. 31, 2019 at 10:00 a.m. in
4th Floor Courtroom D, 300 North Hogan Street, Jacksonville,
Florida.
Any objections to confirmation must be filed and served seven days
before the date of the hearing.
About Climate Control Mechanical
Climate Control Mechanical Services, Inc., and its affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M. D. Fla. Lead Case No. 15-02248) on May 18, 2015. In the
petitions signed by Louie Wise III, president, the Debtors
estimated their assets and liabilities at $1 million to $10
million. Judge Jerry A. Funk presides over the case. Richard A.
Perry, Esq., is the Debtors' bankruptcy counsel. Widerman Malek,
PL, is the special counsel.
COBRA WELL: Seeks Dec. 12 Plan Exclusivity Period Extension
-----------------------------------------------------------
Cobra Well Testers, LLC, asks the U.S. Bankruptcy Court for the
District of Wyoming to extend the Debtor's exclusivity period to
file a plan for 30 days through and including to December 12, 2018,
as well as the Debtor's exclusivity period to obtain acceptance of
its plan for 45 days through and including to March 12, 2019.
Unless extended, the exclusivity period for the Debtor to file its
plan of reorganization under 11 U.S.C. Section 1121(b) will expire
on Nov. 12, 2018 and the exclusivity period for the Debtor to
obtain acceptance of its plan will expire on Jan. 26, 2019.
The Debtor represents that it is moving its case forward. The
Debtor has been diligently working with its creditors and
specifically, its two primary creditors, ANB Bank and the IRS,
regarding ongoing asset sales. The Parties have reached consensual
resolution of all previously pending matters. The Debtor previously
liquidated $300,000 of assets to generate proceeds to pay down the
debt owed to ANB Bank. The Debtor is also in the process of
liquidating certain assets to pay down the debt owed to the IRS.
The Debtor contends that the sale of assets on a continued
consensual basis will be critical in assisting the Debtor with
formulating and determining the feasibility of any proposed plan of
reorganization, as well as generating and realizing income from
leased assets. The Debtor needs additional time for asset sales and
negotiations with these creditors prior to formulating the final
terms of its plan of reorganization.
The Debtor asserts that it is not seeking this extension to
pressure creditors. Rather, the Debtor has continued to make
progress in liquidating collateral unnecessary for reorganization.
Negotiations between the Debtor and its creditors continue to move
forward, but Debtor needs additional time to facilitate those sales
and discussions.
About Cobra Well Testers
Cobra Well Testers, LLC, provides high pressure well testing
services to the oil and gas industry. It was established in 1999 to
initially service the Muddy Ridge gas field in Western Wyoming.
Since then, the company has expanded to complete work in multiple
oil and gas basins throughout the Rockies.
Cobra Well Testers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20449) on May 31, 2018.
In the petition signed by Yavette Bailey, member, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Cathleen D. Parker presides over the
case. Markus Williams Young & Zimmermann LLC is the Debtor's
bankruptcy counsel.
COLORADO WICH: Unsecureds to be Paid 6 Mos. from Effective Date
---------------------------------------------------------------
Colorado Wich, Inc. and Colorado Wich LLC on Nov. 8 filed with the
U.S. Bankruptcy Court for the District of Colorado their proposed
plan to exit Chapter 11 protection.
The reorganization plan proposes to pay creditors holding Class 10
general unsecured claims within six months from the effective date
of the plan. Upon the sale of the companies' assets, these
creditors will be paid from the net proceeds remaining after all
secured, priority and senior claims are paid.
Until Class 10 creditors are paid at least 50% of their allowed
unsecured claims, the companies will not make distributions to
insiders holding Class 11 unsecured claims.
Payments under the plan will be funded from income generated from
the companies' operations and from the sale of their Colorado
units, according to the companies' disclosure statement filed on
Nov. 8.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/cob18-13443-152.pdf
About Colorado Wich
Colorado Wich LLC is a privately-held company in Highlands Ranch,
Colorado engaged in the business of selling sandwiches. Colorado
Wich Inc. is merely a holding company for Colorado Wich LLC, which
is the actual operating Debtor entity.
Colorado Wich LLC and Colorado Wich Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No.
18-13443) on April 24, 2018.
In the petitions signed by Jeffrey A. Gordan, member, Colorado Wich
LLC disclosed $500,095 in assets and $2,150,648 in liabilities, and
Colorado Wich Inc. disclosed $92 in assets and $22,364 in
liabilities.
Judge Kimberley H. Tyson presides over the cases. The Debtors
tapped Buechler & Garber, LLC as their legal counsel.
COLUMBUS MCKINNON: Moody's Hikes CFR to Ba3, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Ratings of Columbus McKinnon Corporation to
Ba3 and Ba3-PD from B1 and B1-PD, respectively. The CFR upgrade is
based on the company's meaningful debt reduction and continued
focus on improving operating performance supported by progress it
has made as part of the company's Blueprint 2021 strategy. This
initiative has translated to improved EBITDA margins that are
expected to be sustained. Concurrently, Moody's upgraded the
ratings on the company's senior secured revolving credit facility
and first-lien term loan by one notch to Ba2 from Ba3. The
company's speculative grade liquidity rating ("SGL") was upgraded
to SGL-1 from SGL-2, reflecting Moody's expectation that the
company will maintain very good liquidity supported by healthy free
cash flow generation over the next 12-18 months. The ratings
outlook is stable.
Moody's took the following rating actions on Columbus McKinnon
Corporation:
Ratings Upgraded:
Corporate Family Rating, to Ba3 from B1
Probability of Default Rating, to Ba3-PD from B1-PD
Senior secured first-lien revolving credit facility due 2022, to
Ba2 (LGD3) from Ba3 (LGD3)
Senior secured first-lien term loan due 2024, to Ba2 (LGD3) from
Ba3 (LGD3)
Speculative Grade Liquidity Rating, to SGL-1 from SGL-2
Outlook Action:
Outlook, Stable
RATINGS RATIONALE
Columbus McKinnon is reducing leverage through a combination of
proactive debt reduction, including over $90 million of funded debt
since 2017, and positive operating results that Moody's anticipates
will continue. Operating performance is expected to benefit from
increased operating efficiencies and product simplification process
that have been contributing to margin enhancement despite raw
material and tariff-related headwinds. The financial leverage
profile as measured by debt/EBITDA (including Moody's standard
pension and lease adjustments) is expected to improve to below 3.5x
over the next 12-to-18 months. Last twelve months ended September
30, 2018 debt/EBITDA totaled 3.8x, a meaningful improvement from
approximately 5.7x when the company completed its largely-debt
financed acquisition of STAHL CraneSystems in January 2017.
Columbus McKinnon's Ba3 CFR is supported by a favorable market
position and strong brands in the material handling products and
systems market. The company has a diverse product portfolio ranging
from hoists and actuators to rigging tools and digital power
control systems serving a wide range of commercial and industrial
end-markets. Favorable end-market fundamentals in the majority of
the company's key end-markets supports the expectation of continued
revenue growth as the company benefits from greater volume and
improved pricing as well as manufacturing efficiencies, the
realization of acquisition synergies and cost savings. The ratings
also recognize the company's historically conservative balance
sheet management. At the same time, Moody's also considers the
company's relatively small size compared to some of its peers
within the industry and the highly cyclical nature of its earnings.
The SGL-1 rating reflects its expectation that the company will
maintain very good liquidity over the next twelve to eighteen
months supported by healthy free cash flow generation, revolver
availability and financial ratio covenant headroom. The ratings
anticipate that the company will generate over $50 million of free
cash flow over the next twelve to eighteen months. Moody's also
expects the $100 million revolving credit facility due 2022 to
remain largely undrawn.
The stable outlook reflects the expectation that adjusted debt to
EBITDA will improve to and be maintained below 3.5x times over the
next twelve to eighteen months, driven by debt repayment as well as
higher revenue and increased profitability derived from implemented
cost saving actions and acquisition synergies.
The ratings could be upgraded if the company were to grow revenues
above the mid-single digit level, debt-to-EBITDA were to improve to
below 2.5x on a sustained basis, EBITA-to-interest were to improve
to the 5.0x range, and free cash flow-to-debt were to exceed 15%.
The ratings could be downgraded if financial leverage increases
towards 4.0x and/or EBITA-to-interest coverage weakens to below
3.0x and is sustained at those levels, the company's financial
policy becomes more aggressive through debt-financed share
repurchases or dividends as well as significant erosion in its
liquidity profile.
Columbus McKinnon Corporation, located in Getzville, NY, is a
global leading worldwide designer, manufacturer and marketer of
material handling products, systems and services, which efficiently
and ergonomically move, lift, position or secure material. Key
products include hoists, chains, actuators and rigging tools and
drives and controls. Net sales for the last twelve months ended
September 30, 2018 totaled $865 million.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
CURAE HEALTH: PCO Files 1st Report
----------------------------------
Suzanne Koenig, the Patient Care Ombudsman appointed for Curae
Health filed a first report with the U.S. Bankruptcy Court for the
Middle District of Tennessee.
The Ombudsman, along with her representative, made one visit to
Amory on October 3, 2018, one visit to Batesville on October 4,
2018 and two visits to Clarksdale on October 4, 2018 and November
6, 2018. All three facilities are located in Mississippi.
The PCO's visit was a brief introductory meeting with some of the
key administrative staff and no care or safety issues were
identified during the visit.
A full-text of the First Report is available at:
http://bankrupt.com/misc/tnmb18-05665-471.pdf
About Curae Health
Curae Health is a 501(c)(3) not-for-profit health system formed to
address the needs of rural healthcare. Focusing on rural community
hospitals in the Southeastern US, Curae collaborates with medical
staff and communities to add new services and upgrade the
facilities, alleviating the need for patients to travel long
distances for their healthcare needs.
On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought
Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665).
Curae Health estimated $10 million to $50 million in total assets
and $50 million to $100 million in total liabilities.
The cases are assigned to Judge Charles M. Walker.
The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory &
Capital Group LLC, as financial advisors; Egerton McAfee Armistead
& Davis, P.C., as special counsel; Morgan Stanley as investment
banker; and BMC Group, Inc., as claims and noticing agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 6, 2018. The committee tapped Sills
Cummis & Gross P.C. as its legal counsel.
DAN MAZZOLA: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Nov. 16 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Dan Mazzola, Inc.
About Dan Mazzola
Dan Mazzola, Inc., is an Ohio Corporation located in Stow, Ohio.
It operates the last independently owned and operated Rockne's
restaurant location.
Dan Mazzola filed a voluntary Chapter 11 petition (Bankr. N.D. Ohio
Case No. 18-52271) on Sept. 21, 2018. In the petition signed by
Daniel Mazzola, president, the Debtor estimated under $100,000 in
assets and liabilities under $1 million. Peter G. Tsarnas at
Goldman & Rosen, Ltd., serves as the Debtor's counsel.
DATACONNEX LLC: Charger Access Buying Substantially All Assets
--------------------------------------------------------------
DataConnex, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the bidding procedures in
connection with the sale of substantially all of its assets and
property utilized in its business operations to Charger Access, LLC
in exchange for the payment of all pre-petition allowed claims
within 30 days from the entry of a final confirmation order, and
payments of all the Purchaser approved expenses from the approval
of the sale to closing (not to exceed $400,000), subject to
overbid.
The Debtor intends to sell the Assets pursuant to an Asset Purchase
Agreement between the Debtor and Charger.
The salient terms of the APA are:
a. Seller: The Debtor
b. Buyer: Charger Access, LLC or the Highest and Best Bidder
c. Asset/Liabilities: Substantially all of the assets of the
Debtor to be sold subject to the Purchaser approved rejection of
certain specified contracts
d. Purchase Price: The Purchase Price for the Assets will be
payment of all pre-petition allowed claims within 30 days from the
entry of a final confirmation order, and payments of all the
Purchaser approved expenses from the approval of the sale to
closing (not to exceed $400,000).
e. Free and Clear: There are no secured Debts at this time.
The Debtor will convey the Assets to the Stalking Horse Purchaser
free and clear of all liens, claims, liabilities, encumbrances, and
other interests (except ad valorem taxes), which will attach to the
proceeds.
f. Closing: The Closing of the transaction will occur not
later than one business day following the entry of an order by the
Court approving the sale of the Assets to the Stalking Horse
Purchaser pursuant to the terms and conditions of the APA, unless
the Parties mutually agree to a different date in writing.
The Debtor asks to foster a bidding process between Charger and DDT
Property and Development, LLC, and will accept the highest and best
offer for the Assets, subject to the time constraints imposed by
the Debtor's current cash situation. Accordingly, the Debtor seeks
approval and implementation of a three-step sale process, as
follows:
a. a Bid Procedures and Sale Process Hearing to occur on Nov.
1, 2018, at 3:15 p.m., at which the Debtor will seek approval of:
(i) the Bid Procedures for bidding on the Assets; (ii) the form and
manner of notice of the Bid Procedures and the proposed sale of the
Assets; (iii) the form of the APA to be used in conjunction with
the sale of the Assets; and (iv) the scheduling of an auction
between DDT and the Stalking Horse Purchaser, and a sale approval
hearing;
b. an Auction to be conducted in accordance with the Bidding
Procedures; and to occur (to be approved and set by the Court) on
Nov. 21, 2018 at 3:00 p.m. in open Court;
c. a hearing approving the sale to the successful bidder to
occur on Nov. 26, 2018, at 3:00 p.m.
The Debtor expects to be able to meet its burden at the Final Sale
Hearing to confirm the sale by demonstrating that sale efforts have
been appropriately conducted for the Assets under the circumstances
of the case. No parties have expressed any interest in a bid or
purchase of the Debtor's assets except Charger and DDT.
The auction is between Charger as the Stalking Horse Purchaser and
DDT. The Auction will be conducted in accordance with the bidding
process.
The salient terms of the Bidding Procedures are:
a. Any bid must be made free of any due diligence requirements
and all contingencies will relate to the negotiation of disputed
claims, including but not limited to claims filed by the FCC and
Cspire and timely SPIN 498 identification and licensing transition
approval (not to exceed 45 days) from the FCC;
b. Any successive overbids will be made by a qualified bidder
and will be made in increments of not less than $1,000 in cash
consideration in excess of the last submitted, highest, qualified
bid for the Assets. DDT will have the right to bid after depositing
a minimum of $400,000 non-refundable deposit with the Debtor's
counsel to cover operating costs pending closing with its counsel.
The Stalking Horse Purchaser will have the right to match any
successive overbid.
c. Any successive overbid will be irrevocable unless and until
it is not deemed the highest and best bid.
d. The competitive bidding among DDT and the Stalking Horse
will continue according to these procedures until the highest and
best bid to purchase the Assets is received by the Debtor.
e. In the event that the Stalking Horse is not the Successful
Bidder, the Stalking Horse will be paid its deposit of $400,000,
plus any and all costs of capital, along with any and all expenses
related to its due diligence of Debtor, to further include
professional fees, travel costs and any and all attorneys' fees,
providing an accounting of same to Winning Bid for submission and
repayment in cash within three (3) business days of it being the
Successful Bidder.
f. The Successful Bidder will be required to close no later
than one business day following the entry of the Final Sale Order,
or such later date as agreed to by the Debtor. The $400,000 will
be released at the Closing Date. The prepetition creditor claims
will be paid in accordance with the APA and the Final Plan of
Reorganization.
The Debtor asks authority to assume and/or assign the Contracts to
the Purchaser. It asks that any lessor or other party to any
Contract to be assumed and/or assigned to the Purchaser that
objects to, and/or asserts any cure claims, defaults or any other
claims against the Debtor in connection with, the proposed
assumption and/or assignment must file with the Court, on or before
the Sale Objection Deadline, any objection to the assumption and/or
assignment of its Contract and/or assertion of claim or default.
The Debtor submits that based on the significant negotiation
efforts expended by the parties with respect to the Assets prior to
filing the Motion, that the form and manner of notices proposed
will result in the highest and best offers for the Assets and give
parties-in-interest adequate notice of the Sale and an opportunity
to object to the terms of the Sale.
Accordingly, it respectfully asks the entry of an Order (i)
approving the form of the APA; (ii) approving the Sale Procedures
set forth herein, including the procedures for the assumption,
assignment, and rejection of Contracts; (iii) approving the Sale
and Auction procedures set forth; (iv) setting the Auction for Nov.
21, 2018, at 11:30 a.m.; and (v) setting a Sale Confirmation
Hearing on Nov. 26, 2018, at 3:00 p.m.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Dataconnex_LLC_155_Sales.pdf
About DataConnex
Dataconnex, LLC -- http://dataconnex.com/-- is a privately held
company in Brandon, Florida that offers advanced telecommunication
solutions, from internet and data to voice services. DataConnex
was founded to meet the needs of small to medium size businesses,
with three offices throughout the Southeast.
Dataconnex, LLC, based in Brandon, FL, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 18-01069) on Feb. 14, 2018. In the
petition signed by William R. Blahnik, manager, the Debtor
disclosed $4.18 million in assets and $19.07 million in
liabilities. Samantha L. Dammer, Esq., at Tampa Law Advocates,
P.A., serves as bankruptcy counsel to the Debtor. Harris Wiltshire
& Grannis LLP, is the special counsel.
DAVID'S BRIDAL: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Four affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
David's Bridal, Inc. (Lead Case) 18-12635
1001 Washington Street
Conshohocken, PA 19428-2356
DB Investors, Inc. 18-12634
DB Holdco, Inc. 18-12636
DB Midco, Inc. 18-12637
Business Description: David's Bridal, together with its Debtor and
non-Debtor subsidiaries and affiliates, is
an international bridal retailer offering
bridal gowns, wedding-related apparel,
social occasion apparel, accessories and
services. Headquartered in Conshohocken,
Pennsylvania, the Company derives its
revenue from merchandise sold through its
e-commerce site (www.DavidsBridal.com) and
at brick-and-mortar retail locations.
As of the Petition Date, the Company
operated 311 stores, including 296 stores in
49 states in the United States, 11 stores in
Canada, and four stores in the United
Kingdom. Additionally, there are two
franchised stores in Mexico.
Chapter 11 Petition Date: November 19, 2018
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Selber Silverstein
Debtors'
Delaware
Bankruptcy &
Conflicts
Counsel: Robert S. Brady, Esq.
Edmon L. Morton, Esq.
Jaime Luton Chapman, Esq.
Tara C. Pakrouh, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Emails: rbrady@ycst.com
emorton@ycst.com
jchapman@ycst.com
tpakrouh@ycst.com
Debtors'
General
Bankruptcy
Counsel: M. Natasha Labovitz, Esq.
Nick S. Kaluk, III, Esq.
Daniel E. Stroik, Esq.
DEBEVOISE & PLIMPTON LLP
919 Third Avenue
New York, New York 10022
Tel: (212) 909-6000
Fax: (212) 909-6836
Emails: nlabovitz@debevoise.com
nskaluk@debevoise.com
destroik@debevoise.com
- and -
Craig A. Bruens, Esq.
DEBEVOISE & PLIMPTON LLP
801 Pennsylvania Avenue N.W.
Washington, D.C. 20004
Tel: (202) 383-8000
Fax: (202) 383-8118
Emails: cabruens@debevoise.com
Debtors'
Investment
Banker: EVERCORE GROUP L.L.C
Debtors'
Restructuring
Advisor: ALIXPARTNERS, LLP
Debtors'
Claims &
Noticing Agent
and Administrative
Advisor: DONLIN, RECANO & COMPANY, INC.
https://www.donlinrecano.com/Clients/db/Static/CaseInformation
Debtors'
Independent
Auditors and
Accountants: KPMG LLP
David's Bridal's
Estimated Assets: $100 million to $500 million
David's Bridal's
Estimated Liabilities: $500 million to $1 billion
The petition was signed by Joan Hilson, executive vice president
and chief financial and operating officer.
A full-text copy of David's Bridal's petition is available for free
at:
http://bankrupt.com/misc/deb18-12635.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilmington 7.75% Senior Note $270,000,000
Trust, National Due 2020 Dated
Association as Trustee as of Oct. 11, 2012
246 Goose Ln., Ste. 105
Guilford, CT 06437
Joseph P. O'Donnell
Tel: 203-453-4130
Fax: 203-453-1183
Email: jodonnell@wilmingtontrust.com
California Wage & Hour Class Litigation $1,350,000
Action, Irene Martinez Settlement
Law Offices of Kyle Todd
611 Wilshire Boulevard, Ste. 1000
Los Angeles, CA 90017-2906
Kyle Todd
Tel: (323) 208-9171
Fax: (323) 693-0822
Email: kyle@kyletodd.com
Ignite Trade Vendor $791,500
1400 Broadway
New York, NY 10018
Karen Schneider
Tel: (212) 354-9670
Fax: (212) 730-6462
Email: info@slfashions.com
Alex Apparel Group Inc. Trade Vendor $733,038
575 8th Ave.
New York, NY 10018
Celia Bonifaz
Tel: (212) 730-1533
Fax: (212) 730-6462
Email: info@alexevenings.com
Jump Design Group Trade Vendor $532,389
Onyx Nite/Marina
1400 Broadway, Flr. 2
New York, NY 10018
Jeff Zheng
Tel: (201) 558-9191
Email: jeffz@jumpdesigngroup.com
Swat Fame Inc. Trade Vendor $512,389
16425 E. Gale Ave.
City Of Industry, CA 91789
Eva Carrie
Tel: (626) 961-7928
Fax: (626) 961-5300
Email: ecarrie@swatfame.com
Blossom Footwear Inc. Trade Vendor $360,385
18120 Rowland St.
City of Industry, CA 91789
Connie Chee
Tel: (626) 581-8837
Fax: (626) 581-8832
Email: techie@blossomfootwear.com
Dayleen Intimates, Inc. Trade Vendor $282,827
540 Nepperhan Ave.
Yonkers, NY 10701
Michael Hernoff
Tel: (914) 969-5900
Email: mchernoff@dayleen.com
Slalom Consulting Trade Vendor $225,800
821 2nd Ave., Ste. 1900
Seattle, WA 98104
Amy Loftus
Tel: (215) 861-6040
Fax: (206) 438-5686
Email: billing@slalom.com
Facebook Inc. Trade Vendor $169,914
Attn: Accounts Receivable
15161 Collections Center Dr.
Chicago, IL 60693
Tel: (833) 272-0777
Email: legal@facebook.com
Visionary Financial Solutions Trade Vendor $157,714
P.O. Box 460
Braselton, GA 30517
Shelley Harlow
Tel: (770) 965-6231
Fax: (972) 539-8889
Email: sdodge@nextfinancial.com
UPS – United Parcel Service Trade Vendor
$155,119
P.O. Box 7247-0244
Philadelphia, PA 19170- 0001
Ruchard A. Koch
Tel: (215) 389-9993
Fax: (800) 742-8477
Email: customerrelations@ups.com
Jodi Kristopher/City Triangle Trade Vendor $143,246
1950 Naomi Ave
Los Angeles , CA 90011
Elizabeth Boudreaux
Tel: (323) 890-8000
Fax: (213) 222-2761
Email: elizabeth.boudreaux@citytriangles.com
Unique Structures LLC Trade Vendor $132,782
315 Ushers Rd.
Ballston Lake, NY 12019
Tom Domski
Tel: (518) 877-0717
Email: tom@usny.biz
Jerry Horn Construction Inc. Trade Vendor $121,122
1755 Locust Rd.
Sweickley, PA 15143
Jerry Horn
Tel: (412) 741-8585
Fax: (412) 741-8572
Email: info@Jerryhornconstruction.com
Bunzl Retail Trade Vendor $115,860
P.O. Box 402337
Atlanta, GA 30384-2337
Connie Breece
Tel: (973) 994-1685
Fax: 44 16 1743 2233
Email: conniebreece@bunzlusa.com
G-III Leather Fashiions Inc. Trade Vendor $111,171
P.O. Box 29242
New York, NY 10087-9242
Classical Carson
Tel: (212) 403-0500
Fax: (212) 719-0921
Email: ccarson@g-iii.com
Sapient Corporation Trade Vendor $93,820
P.O. Box 4886
Boston, MA 02241
Eliza Furtwaengler
Tel: (617) 621-0200
Fax: (617) 621-1300
Email: ksrivastava@sapient.com
Bridal Veil Company Inc. Trade Vendor $90,990
235 St. Marks Ave.
Brooklyn, NY 11238
Paul Levitt
Tel: (888) 403-5255
Fax: (718) 623-1829
Email: paul@marionat.com
Weber Display & Packaging Trade Vendor $90,104
P.O. Box 536136
Pittsburgh, PA 15253-5903
Danielle Ruggierio
Tel: (215) 426-3500
Fax: (215) 426-3500
Email: druggierio@weberdisplay-pkg.com
Ceridian Trade Vendor $74,121
P.O. Box 772830
Chicago, IL 60677
Edwin G. Parcher
Tel: (866) 376-5942
Fax: 952-853-5300
Email: trust@ceridian.ca
IBM Global Services Trade Vendor $67,024
P.O. Box 643600
Pittsburgh, PA 15264-3600
Rachel Fonseca
Tel: (877) 426-6006
Fax: (845) 432-0662
Email: rachelf@us.ibm.com
Salesforce.com Inc. Trade Vendor $66,514
P.O. Box 203141
Dallas, TX 75320-3141
Mark Sandahl
Tel: (317) 524-1781
Fax: (415) 901 7040
Email: rbell@salesforce.com
Bliss Designs Inc. Trade Vendor $65,400
1435 51st St.
North Bergen, NJ 07047
Gerald G. Genuh
Tel: (201) 420-3873
Email: sales@AnsoniaBridal.com
Connectria Corporation Trade Vendor $59,933
10845 Olive Blvd., Ste. 300
Creve Coeur, MO 63141
Mark Bartig
Tel: (314) 587-7000
Fax: (314) 587-7090
Email: info@connectria.com
Natasha Accessories Ltd. Trade Vendor $59,169
7W 36th St., Flr. 2
New York, NY 10018
Gokaran Singh
Tel: (212) 643-2525
Fax: (212) 643-3022
Email: tasha@natashaaccessoriesltd.com
Spanx Inc. Trade Vendor $55,829
3344 Peachtree Rd. NE
Atlanta, GA 30326
Tel: (866) 326-9996
Email: acctservices@spanx.com
OptumRX PBM of IL Inc. Trade Vendor $52,531
1600 McConnor Parkway
Schaumburg, IL 60173
Justin Campos
Tel: (949) 252-4363
Email: privacy@optum.com
Benjamin Walk Corp. Trade Vendor $47,532
45 Centre Rd.
Somersworth, NH 03878
Carey-Ann Valladares
Tel: (800) 621-0029
Fax: (603) 548-7928
Email: carey@benjamin-walk.com
Trellist Inc. Trade Vendor $45,618
117 N. Market St., Ste. 300
Wilmington, DE 19801
Jie Yang
Tel: (302) 778-1300
Fax: (302) 778-1301
Email: jyang@trellist.com
DAVID'S BRIDAL: Expects Bankruptcy Exit in January
--------------------------------------------------
David's Bridal, the nation's leading bridal and special occasion
authority, said Nov. 19, 2018, that it has taken the expected next
step to implement its previously announced restructuring support
agreement ("RSA").
Implementing the RSA, which is supported by the vast majority of
the Company's term loan lenders and substantially all of its senior
noteholders and equity holders, will reduce the Company's debt by
more than $400 million and provide significant financial
flexibility to support long-term growth prospects.
The Company voluntarily filed for reorganization under Chapter 11
of the United States Bankruptcy Code in the District of Delaware to
implement the RSA. The court-supervised process is expected to be
completed by early January.
David's Bridal has sufficient liquidity to meet its business
obligations and will continue to operate its business as usual
throughout the court-supervised restructuring process, including
meeting and exceeding customer expectations and needs.
Customers can continue to shop across the more than 300 David's
Bridal stores and online without disruption. Orders will arrive on
time and bridal appointments will not be impacted.
"For more than 60 years, David's has delivered beautiful,
high-quality dresses and accessories for our customers' most
special occasions, and the actions we are taking will enable us to
build on that tradition," said Scott Key, Chief Executive Officer
of David's Bridal.
"Our team is laser focused on providing brides and their families
with the five-star service and experience they deserve and have
come to expect from us."
Mr. Key added, "T[he] announcement is just the next step in our
efforts to proactively secure David's Bridal for a long, successful
future. We are implementing our consensual restructuring plan from
a position of strength and, with the support of our lenders,
noteholders and equity holders, the plan will allow us to reduce
our debt significantly while continuing to run our business as
usual. We will be able to move through the Court process very
quickly, and in the end, we will be able to allocate even more of
our resources towards making strategic investments in digital
technologies and talent that will drive long-term growth and
operational excellence at David's Bridal."
In conjunction with the pre-packaged Chapter 11 process, the
Company has filed a number of customary motions seeking
authorization to support its operations during the court-supervised
process, including authority to continue payment of employee wages
and benefits and honor customer payments and orders for dresses and
alterations.
As part of the court-supervised process, David's Bridal has
obtained commitments for $60 million in new debtor-in-possession
("DIP") financing from its current term loan lenders and a
recommitment of its existing $125 million ABL revolving credit
facility to support the Company's continued operations during the
restructuring. The long-standing vendor and manufacturing partner
relationships essential to David's success are expected to be
unimpaired during restructuring.
Court filings and information about the claims process are
available at http://www.donlinrecano.com/davidsbridal
About David's Bridal
With more than 60 years of experience dressing women for all of
life's special occasions, David's Bridal --
http://www.davidsbridal.com/-- is built on the ideal that every
woman deserves to have the dress of her dreams regardless of her
style preference, shape, size or budget. We believe in
inclusivity, authenticity and empowerment and it is our mission to
help every woman find the bridal gown that will allow her to be the
best, most genuine version of herself on her wedding day. David's
Bridal is dedicated to helping each customer find her perfect dress
with the assistance of online planning tools, knowledgeable
stylists, and expert seamstresses who will guide her through her
entire dress buying journey. With more than 300 stores located
across the US, Canada, UK, and franchise locations in Mexico, we
offer the convenience of one-stop shopping for the bride and her
entire bridal party.
On Nov. 19, 2018, David's Bridal, Inc., and its three affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-12635).
The Honorable Laurie Selber Silverstein is the case judge.
Debevoise & Plimpton LLP is serving as the Company's legal advisor,
Evercore LLC is serving as its financial advisor and AlixPartners
LLP is serving as its restructuring advisor. Young Conaway
Stargatt & Taylor, LLP, is the local counsel. Donlin Recano is the
claims agent.
DAVID'S BRIDAL: Moody's Lowers CFR to Ca Amid Default on Sr. Notes
------------------------------------------------------------------
Moody's Investors Service downgraded David's Bridal, Inc.'s
Corporate Family Rating to Ca from Caa3, and Probability of Default
rating to Ca-PD/LD from Caa3-PD. Concurrently, Moody's downgraded
the senior secured term loan rating to Caa3 from Caa2, and the
senior unsecured notes rating to C from Ca. The ratings outlook
remains negative.
The downgrades follow the deemed limited default by virtue of a
missed interest payment on the senior secured notes and subsequent
expiration on November 14, 2018 of the 30-day grace period without
a payment being made. On November 15, the company extended the
grace period and announced plans to file for prepackaged Chapter 11
bankruptcy protection that will eliminate about $450 million of its
over $750 million debt. The "/LD" limited default designation will
remain until the company resolves the missed payment or the company
files for bankruptcy, which would lead to a change in the
Probability of Default Rating to D-PD.
"David's Bridal's default follows several years of declining
earnings as a result of growing competition, need for increased
digital investment, trend towards casualization, as well as
company-specific execution issues," said Moody's analyst Raya
Sokolyanska.
Moody's took the following rating actions for David's Bridal, Inc.:
Corporate Family Rating, downgraded to Ca from Caa3
Probability of Default Rating, downgraded to Ca-PD/LD from Caa3-PD
$481 million ($520 million face value) senior secured term loan due
October 2019, downgraded to Caa3 (LGD3) from Caa2 (LGD3)
$270 million senior unsecured notes due October 2020, downgraded to
C (LGD5) from Ca (LGD5)
Outlook, remains negative
RATINGS RATIONALE
David's Bridal's Ca CFR reflects expectations of an imminent debt
restructuring as a result of the company's deemed untenable
leverage and weak liquidity. David's Bridal has announced plans to
initiate bankruptcy proceedings that would eliminate a material
portion of its debt. The company has maintained a highly leveraged
capital structure for the past several years as a result of ongoing
earnings declines, reaching 10.6 times funded debt/EBITDA as of Q2
2018, based on Moody's EBITDA calculations (8.9 times based on
covenant compliance certificates). David's Bridal's liquidity is
weak, reflecting the missed interest payment on the senior notes,
and the near term maturities of the senior secured term loan in
October 2019 and asset-based revolver springing in July 2019 (if
the term loan is not refinanced by that time).
The negative outlook reflects the expectation of a near term
restructuring of David's Bridal's debt.
Ratings could be downgraded further should the company default on
other elements of its capital structure or pursue a formal
reorganization under the U.S. Bankruptcy Code. Additionally,
ratings could be downgraded if Moody's comes to expect the recovery
value on David's Bridal's debt instruments to be lower than
currently estimated.
The ratings are unlikely to be upgraded without a reduction in debt
to more sustainable levels.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
David's Bridal, Inc., headquartered in Conshohocken, PA, is a
bridal retailer with 293 stores throughout the U.S., 11 in Canada,
and 4 in the UK. The company sells both value-oriented wedding
gowns at under $600 and higher price point gowns up to $2,000, as
well as other wedding- and special-occasions apparel and
accessories and services. Revenues for the twelve months ended June
30, 2018 were approximately $740 million. The company has been
controlled by Clayton, Dubilier & Rice, LLC (75%) and Leonard Green
& Partners, L.P. (25%) since the October 2012 buyout from Leonard
Green & Partners, L.P.
DELL TECHNOLOGIES: Fitch Affirms BB+ IDR & Alters Outlook to Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Dell Technologies, Inc.
(Dell) and its subsidiaries, including the long-term Issuer Default
Rating (IDR) at 'BB+'. Fitch has also assigned a 'BBB-' rating to
Dell Inc.'s $5 billion incremental term loan. The Rating Outlook is
revised to Negative from Stable. Fitch's actions affect $55.3
billion of total debt, including Dell's $4.0 billion and VMware's
$1.0 billion undrawn revolving credit facilities (RCF).
The ratings and Outlook follow Dell's enhanced offer to the
company's Class V shareholders to exchange their Class V shares for
Class C common shares in Dell or, at the option of the Class V
shareholders, an aggregate cash consideration up to $14 billion, up
$5 billion from the up to $9 billion original cash consideration.
The $5 billion enhancement will be debt funded and should delay
Dell's deleveraging to within Fitch's 3.5x core leverage negative
sensitivity until the end of fiscal 2020 at the earliest. The
Negative Outlook incorporates risks to weaker than expected
operating performance or lower than anticipated debt reduction,
given limited headroom at the current rating.
Fitch affirmed Dell's ratings on July 3, after the company
announced the originally contemplated transaction in which VMware
plans to pay an $11 billion special dividend to shareholders, $9
billion of which will be paid to Dell and fund Dell's then $9
billion aggregate cash consideration portion of the exchange offer.
The deal simplifies Dell's VMware ownership structure and enhances
contingent liquidity, as well as provides some clarity around
Silver Laker Partners' exit strategy. However, the original
exchange offer was leverage neutral , while the enhanced offer
offsets the majority of Dell's $8.3 billion of gross debt reduction
forecasted for the current fiscal year (before incremental debt to
support the company's financing business). The exchange is subject
to approval by shareholders at a special meeting currently
scheduled for Dec. 11, 2018.
KEY RATING DRIVERS
Debt Reduction Drive: Beyond this transaction, Fitch expects Dell
will continue prioritizing gross debt reduction with FCF over the
next two years, even after excluding VMware's FCF. Beyond the
current fiscal year, Fitch expects Dell will repay $4.8 billion of
gross debt in fiscal 2020 and $3.6 billion in fiscal 2021,
partially offset by increasing Dell Financial Services (DFS)
related debt. Dell may refinance a meaningful portion of its $9.9
billion of debt maturities in fiscal 2022 given Fitch estimated
core leverage should be approaching 3x exiting fiscal 2021.
Strong VMware Performance: VMware should continue its strong
operating performance, driven by robust adoption of the company's
networking, hybrid cloud and software-as-a-service (SaaS)
offerings. Fitch expects VMware will grow by mid- to high-single
digits overall (double digits in hybrid and SaaS), leveraging the
company's large and diversified installed base of virtualization
and management customers. VMware's $1 billion of cross selling
opportunities with Dell, given historically low penetration rates,
should also boost organic revenue and Dell is guiding to $700
million of annualized revenue synergies in the current fiscal year.
Share Gains Boosting Revenue: Fitch expects ongoing share gains in
personal computers (PC), higher PC peripherals and service attach
rates and pricing discipline will drive continued momentum in
Dell's Client Solutions Group (CSG), despite expectations for lower
unit shipments. Dell, as well as the other top 2 PC makers,
continue consolidating share from tier 2 and 3 players, a trend
Fitch expects to continue as customers consolidate their supplier
bases and given the impact design, procurement and supply chain
scale.
Improving Infrastructure Performance: Infrastructure Services Group
performance has resumed solid revenue growth, despite uneven buying
patterns and increased white boxing by large cloud service
providers (CSP) and execution issues in legacy storage during
fiscal 2018. Dell's strong performance in industry standard
servers, where the company and Hewlett Packard Enterprises
(BBB+/Stable) share market leadership (40% share combined) and
rapidly growing all flash arrays (AFA), hyper-converged and
software-defined solutions should offset declining legacy storage
technologies, which still constitute just under half of Dell's
storage mix in the near term.
Strengthening Profitability: Dell's profitability should strengthen
from higher revenue after contracting in fiscal 2017 and early
fiscal 2018 from record high commodity prices. Fitch expects
gradual profit margin expansion from achieving target cost
synergies and moderating commodity prices, although DRAM may remain
in tight supply through fiscal 2019. Fitch estimates operating
EBITDA of roughly $10.1 billion for fiscal 2019 with margins up 100
basis points from the year ago period when operating EBITDA was
$8.1 billion.
DERIVATION SUMMARY
Dell's core leverage is high for the peer group, although Dell's
FCF based metrics are strong from the company's negative cash
conversion cycle. Dell's continued focus on debt reduction with FCF
in conjunction with operating EBITDA growth from positive revenue
trends and cost synergy realization will strengthen credit metrics.
The ratings also reflect Fitch expectations for positive organic
revenue growth from share gains in PCs and servers, higher attach
rates and solid growth at VMware. Fitch also believes moderate
linkage between Dell and VMware provides meaningful contingent
liquidity for Dell.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Revenue reaches $91.3 billion in fiscal 2019 and grows low- to
mid-single digits in fiscal 2020 from continued IT spending
momentum and resumes slightly higher than GDP growth in fiscal
2021.
-- Operating EBITDA margin expands from just 11% in fiscal 2019
to the mid-11% through the forecast period from operating leverage,
margin expansion by VMware, ongoing achievement of cost synergies,
including consolidation of EMC legacy product offerings.
-- Capital spending remains near 2% of revenue.
-- $2 billion of annual stock buybacks by VMware.
-- DFS receivables and receivables sales grow in-line with
consolidated revenue growth.
-- Dell uses substantially all of FCF for debt reduction.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- Fitch believes greater than expected debt reduction from FCF,
resulting in the expectation core leverage will be sustained below
3x and adjusted FCF (adjusted for the change in financing
receivables) to debt below 5x in the near term.
- Positive revenue growth from profitable market share gains,
despite challenging demand dynamics across its largest.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- Core leverage above 3.5x and FCF (adjusted for the change in
financing receivables) to debt approaching the high single digits
from weaker than expected profitability or lower than anticipated
debt reduction.
- Pre-dividend FCF margin sustained below 2%, from lower than
anticipated revenue.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: Fitch believes Dell's liquidity will remain solid
and as of Aug. 3, 2018 consisted of i) $15.3 billion of cash, cash
equivalents and short-term investments, a meaningful portion of
which was attributable to VMware (before the $11.0 billion
dividend) and ii) an undrawn $3.8 billion senior secured RCF
expiring 2021. Fitch's expectation for $4 billion of annual FCF
also supports liquidity, as does contingent liquidity at VMware and
Dell's other strategically aligned businesses.
SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS
Fitch's material adjustments to the published financial statement
of Dell Technologies, Inc. include its calculation of core
leverage, which assumes a 3:1 debt-to-equity ratio on financing
assets to calculate DFS debt. Fitch subtracts DFS debt from total
debt to arrive at core debt and Fitch subtracts profitability
related to DFS from total operating EBITDA to arrive at core
EBITDA. Core leverage is core debt divided by core EBITDA.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
Fitch derived the rating for VMware within the context of Fitch's
parent-subsidiary linkage criteria and believes 'BB+' is
appropriate, given the moderate linkage between the stronger
subsidiary and weaker parent. Despite the absence of restrictions
on restricted payments and inter-company loans more than offset the
lack of upstream guarantees and cross-default provisions or the
existence of governance structures on the Boards of Directors at
both VMware and Dell Technologies.
DISTRIBUTION RESOURCES: Proposed $83K Sale of Assets Approved
-------------------------------------------------------------
Judge Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington authorized Distribution Resources, Inc.'s
sale of (i) assets to Western Glove Works for $56,545; (ii)
additional assets not needed by the Debtor in the ordinary
operations of its business to TriCon Logistics for $20,750; and
(iii) additional assets not needed by the Debtor in the ordinary
operations of its business, and additional personal property items,
to SBS Transportation for $5,635.
The sale is free and clear of any liens and encumbrances and all
liens and encumbrances, if any, will attach to the proceeds of the
sale in their rank priority.
All funds from the asset sales will be held by the Debtor and not
be used for daily operating expenses, and will disbursed only upon
confirmation of a Plan or further order of the Court.
A copy of the list of assets to be sold to TriCon attached to the
Supplement is available for free at:
http://bankrupt.com/misc/Distribution_Resources_22_Sales.pdf
About Distribution Resources
Established in 1989, Distribution Resources, Inc., is a warehousing
and fulfillment company engaged in handling apparel. Founded by
Paul Prusi, DRI provides services including application and
printing of price tickets/stickers, adding hangers to garments,
prepacking/bundle reconfiguration. DRI is located in Kent,
Washington.
Distribution Resources, Inc., based in Kent, WA, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 18-13174) on Aug. 13, 2018.
In the petition signed by Paul F. Prusi, president, the Debtor
disclosed $1,100,067 in assets and $383,847 in liabilities. The
Hon. Marc Barreca presides over the case. Larry B. Feinstein,
Esq., at Vortman & Feinstein, PS, serves as bankruptcy counsel.
DOCTORS HOSPITAL: Vicki Wissing Named PCO
-----------------------------------------
David W. Asback, the Acting United States Trustee for Region 5,
names Vicki Wissing, MSN, RN, as the Patient Care Ombudsman for
Doctors Hospital at Deer Creek, LLC.
Ms. Wissing disclosed in her verified statement of
disinterestedness and declaration that she is a disinterested
person as defined by Section 101(14) of the Bankruptcy Code.
Ms. Wissing's address is at 325 Tallow Lane, Shreveport LA 71105.
About Doctors Hospital at Deer Creek
Doctors Hospital at Deer Creek -- http://www.dhdc.md/-- is a
proprietary, medicare certified acute care hospital located in
Leesville, Louisiana. It offers these services: 16-Slice CT,
general radiology, ultrasound, MRI, laboratory, respiratory
therapy, inpatient hospitalization, and outpatient services. The
hospital opened in November 2007.
Doctors Hospital at Deer Creek sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-81044) on Oct.
18, 2018. In the petition signed by Dr. Gregory D. Lord,
authorized representative, the Debtor disclosed $7,650,691 in
assets and $9,933,588 in liabilities. Judge John W. Kolwe presides
over the case. The Debtor tapped Gold, Weems, Bruser, Sues &
Rundell, APLC as its legal counsel.
EDWARD ZAWILLA: $378K Sale of Woodstock Property to Caragans Okayed
-------------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Edward J. Zawilla's sale
of real property commonly known as 704 N. Rose Farm Road,
Woodstock, Illinois to Lewis P. Caragans for $377,577.
The sale is on "as-is, where-is" basis, and free and clear of all
liens, claims, and encumbrances with valid liens attaching to the
net sale proceeds only in the order of priority, as follows: (i)
Heritage Bank of Schaumburg; and (ii) Golden Eagle Distributing
Corp.
Edward J. Zawilla sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 18-17408) on June 19, 2018. The Debtor tapped Richard G.
Larsen, Esq., at Springer Brown, LLC, as counsel.
ELITE VINYL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Elite Vinyl Products Inc., Arrow Fence
Systems Inc., and Pelican Vinyl Products LLC as of Nov. 16,
according to a court docket.
About Elite Vinyl Products
Elite Vinyl Products, Inc., Arrow Fence Systems, Inc., and Pelican
Vinyl Products, LLC are family-owned companies that manufacture
fence accessories, vinyl components and wood fencing products.
Elite Vinyl Products, et al., filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-08754 to 18-08756) on Oct. 12, 2018.
In the petitions signed by Sean M. Murphy, president, Elite Vinyl
Products disclosed $243,910 in assets and $4,499,145 in
liabilities; Arrow Fence Systems disclosed $224,551 in assets and
$4,037,860 in liabilities; and Pelican Vinyl Products disclosed
$294,494 in assets and $5,288,774 in liabilities.
Buddy D. Ford, P.A., led by Buddy D. Ford, serves as counsel to the
Debtors.
ENDO SURGICAL: Exclusive Plan Filing Period Extended Until Dec. 11
------------------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey, at the behest of Endo Surgical Center of
North Jersey, P.C., and William J. Focazio, MD, P.A., has extended
the Debtors' exclusive period for filing and soliciting acceptances
of a plan of reorganization through and including December 11, 2018
and February 11, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtors sought for an extension of the Exclusivity Periods for an
additional 60 days contending that they require additional time to
prepare and finalize a plan of reorganization. The Debtors said
they have been working on a potential plan of reorganization, and
indeed, on May 3, 2018, they has sought and obtained approval of
that certain Settlement. Although they have made progress in
connection with their reorganization efforts, the Debtors claimed
that they are continuing to pursue possible offers of interest to
purchase a non-debtor owned building which the funds will be
utilized to fund a plan and interested parties to buy into the
medical practice. Negotiations have been on-going but require
additional time.
About Endo Surgical Center of
North Jersey, P.C.
Headquartered in Clifton, New Jersey, William Focazio, MD, PA, Endo
Surgical Center of North Jersey, and Fenner Ave., LLC, are
privately held companies that operate in the health care industry
specializing in internal medicine and gastroenterology.
William Focazio, MD, PA and its affiliates Endo Surgical Center of
North Jersey and Fenner Ave., LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752,
18-10753 and 18-10755, respectively) on Jan. 13, 2018. William
Focazio, M.D., principal, signed the petitions.
At the time of filing, William Focazio, MD, PA has $1,130,000 in
total assets and $12,830,000 in total liabilities; and Endo
Surgical Center has $1,170,000 in total assets and $16,490,000 in
total liabilities.
Judge Vincent F. Papalia presides over the case.
Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's
counsel.
ENERGIZER HOLDINGS: Moody's Reviews B1 CFR for Downgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings for Energizer
Holdings, Inc. under review for downgrade. This follows Energizer's
announced $1.25 billion largely debt financed acquisition of
Spectrum Brands' auto care business. Management expects the closing
of the acquisition to occur in early 2019.
Ratings placed under review for downgrade:
Energizer Holdings, Inc.
Corporate Family Rating at B1
Probability of Default Rating at B1-PD
$600 million senior unsecured global notes due 2025 at B2 (LGD5)
$500 million gtd senior unsecured global notes due 2026 at B2
(LGD5)
$200 million gtd senior secured 1st lien term loan due 2021 at Ba1
(LGD2)
$1 billion gtd senior secured 1st lien term loan due 2025 at Ba1
(LGD2)
$400 million gtd senior secured 1st lien revolving credit facility
due 2023 at Ba1 (LGD2)
Energizer Gamma Acquisition B.V.
650 million Euro gtd senior unsecured global notes due 2026 at B2
(LGD5)
Energizer Holdings, Inc.
Ratings that remain under review for downgrade:
$350 million senior secured revolving credit facility expiring 2020
at Baa3 (LGD2) (to be withdrawn at close of the Spectrum battery
acquisition)
$400 million senior secured term loan B due 2022 rated Baa3 (LGD2)
(to be withdrawn at close of the Spectrum battery acquisition)
Energizer Holdings, Inc.
Affirmations:
Speculative Grade Liquidity Rating, Affirmed at SGL-1
Energizer Holdings, Inc.
Outlook Actions:
Changed to under review, from stable
RATINGS RATIONALE
Moody's had not contemplated the acquisition by Energizer of
Spectrum's auto care business when it downgraded Energizer's credit
ratings on June 11 of 2018. Moody's current review will focus on
the strategic fit of the Spectrum auto care business with
Energizer's existing business, as well as the incremental
integration risk it creates following the planned battery business
acquisition. Moody's will also need to better understand any
divestitures Energizer will need to make in order to win approval
of the battery acquisition. Moody's will review the underlying
operating performance of both the Spectrum battery and auto care
businesses. It will also need to fully understand the revised
capital structure, and forward looking cash flow and debt reduction
plans.
Energizer Holdings, Inc. manufactures and markets batteries,
lighting products and car fragrance and appearance products around
the world. Roughly 50% of sales come from the U.S., and the
remainder from over 140 international markets. The product
portfolio includes household batteries, specialty batteries,
portable lighting equipment and various car fragrance dispensing
systems. The company generates approximately $1.8 billion in annual
revenues
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
ENERGIZER HOLDINGS: S&P Places 'BB' ICR on CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings placed its 'BB' issuer credit, 'BB+' senior
secured, and 'BB-' senior unsecured debt ratings on St. Louis-based
Energizer Holdings Inc. on CreditWatch with negative implications.
This means S&P could either lower or affirm its ratings after its
review. The 'BBB-' rated $400 million term loan B due 2022 is not
on CreditWatch because S&P expects the facility to be paid off when
the battery deal closes.
The CreditWatch placement follows Energizer's announcement that it
will acquire Spectrum Brands' GAC business for $1.25 billion, while
continuing to work with the EC to obtain approval for its proposed
remedy to close the $2 billion acquisition of Spectrum Brands'
global battery and portable lighting business. Assuming the EC
approves the proposed remedy, S&P believes Energizer will have a
specified amount of time to divest certain Varta-branded consumer
alkaline battery, chargers, and portable power and lighting assets
in Europe.
S&P said, "We will resolve the CreditWatch before the GAC
transaction closes, which is expected in the first calendar quarter
of 2019. We will assess the impact of the transaction on
Energizer's credit statistics over the next 12-18 months, as well
as the company's ability to restore credit metrics to levels more
in line with our benchmarks. We will also review Energizer's
business risk profile and its integration plans.
"Upon completion of our review, we could affirm or lower our
ratings on Energizer, though any lowering of the issuer credit
rating would likely be limited to one notch."
ENGINE GROUP: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a first-time public B3 Corporate
Family Rating and B3-PD Probability of Default Rating to Engine
Group, Inc. Concurrently, Moody's assigned a B1 rating to the
existing first-lien credit facilities, comprising a $35 million
revolver and $163.9 million outstanding term loan, and Caa1 rating
to the $50 million second-lien term loan. The rating outlook is
stable.
Assignments:
Issuer: Engine Group, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
$ 35 Million Senior Secured First-Lien Revolving Credit Facility
due 2022, Assigned B1 (LGD2)
$174 Million ($163.9 Million outstanding) Senior Secured First-Lien
Term Loan due 2022, Assigned B1 (LGD2)
$ 50 Million Senior Secured Second-Lien Term Loan 2023, Assigned
Caa1 (LGD5)
Outlook Actions:
Issuer: Engine Group, Inc.
Outlook, Stable
Ratings are subject to review of final documentation and no
material change to the terms and conditions of the transaction as
advised to Moody's.
RATINGS RATIONALE
The B3 CFR reflects Engine's small scale relative to large
multi-national ad agency holding firms, history of thin operating
margins and deteriorating debt protection measures and weakened
liquidity following last year's debt raise. Financial leverage at
30 September 2018 was 6.1x total debt to EBITDA (incorporating
Moody's adjustments) compared to 5.2x (Moody's adjusted) at year
end 2017. Revenue and EBITDA have fallen short of expectations due
to ongoing disruption in the advertising industry as brand
advertisers reevaluate and shift their marketing strategies and
reduce, slow or cancel their spending on traditional advertising
service offerings. In the UK, Engine has been impacted by
lackluster media product launches and turnover in leadership. Given
that ad revenue growth is highly correlated to nominal GDP growth
and Engine's revenue base is relatively small, revenue and earnings
can experience significant fluctuation if advertisers reduce their
marketing budgets during periods of industry transformation or
economic weakness. The B3 rating also reflects the recent waiver
and amendment to the credit agreements, which relaxed the total net
leverage and fixed charge maintenance covenants through December
2019 arising from the EBITDA shortfalls, higher-than-normal
restructuring charges to rightsize the cost structure and
investments to reset the go-to-market strategy for client
reengagement.
Acquisitions permitted Engine to build a marketing services firm
with a full range of data-driven and technology-enabled
capabilities. However, the acquisitive growth strategy produced a
holding company with disparate brands, non-overlapping business
lines and lack of integration across regions resulting in
separately run units and P&Ls. Given Engine's small size, its
integration challenges led to financial underperformance and
volatile credit metrics. To address these issues, management has
embarked on a restructuring program to reduce the number of brands
and distinct businesses, instill a client-centric focus and enhance
marketing efficiency with a unified approach via the creation of a
simplified operating structure known as "One Engine".
The B3 rating embeds the company's absence of meaningful
international diversification, exposure to cyclical advertising
revenue and its expectation for weak positive free cash flow.
Moody's also notes the possible future risk from private equity
sponsor ownership that could lead to aggressive financial policies
such as debt-financed acquisitions or shareholder distributions.
Partially mitigating this risk is the sponsor's recent financial
support evidenced by a cash equity contribution totaling $15
million, the lion's share of which is being used to reduce the
first-lien term loan and pay down the revolver balance, which was
negotiated as part of the amendment. Notably, up to $5 million of
this amount can be credited towards an equity cure through 31
December 2019, whereby it is added to EBITDA to facilitate
compliance with the new covenants.
The B3 rating is supported by Engine's comprehensive data-driven
service offering that produces personalized ad campaigns and
content across the entire marketing spectrum, which resonate with
advertisers. This attribute plus its speed-to-market has enabled
Engine to attract clients and achieve a good degree of customer
loyalty resulting in longstanding relationships with a diversified
group of blue-chip firms, mid-sized companies and government
agencies. Given Engine's expanding digital capabilities and unique
expertise in digital transformation, Moody's expects the company to
capitalize on the industry's continuing shift to online advertising
as brands increasingly allocate a bigger share of their ad budgets
to the internet, mobile and social media. Engine's full-service
digital marketing platform has led to constructive cross-selling
capabilities with customers using two or more services accounting
for about 50% of the company's revenue. Though revenue is
concentrated geographically in the US and UK, Engine maintains
offices across four continents enabling it to execute projects on a
regional and cross-border basis for multi-national clients.
Due to its expectation for continued weak business conditions
coupled with ongoing restructuring and integration initiatives
during the next several quarters, Moody's projects EBITDA will
remain under pressure and free cash flow will be modest. Given the
weak free cash flow generation, Moody's projects Engine may need to
draw on the revolver to comply with the first-lien term loan's
mandatory 5%/annum amortization ($8.7 million/annum or $2.175
million/quarter) and maintain at least $4-5 million of balance
sheet cash. Due to the combination of weak EBITDA and high revolver
balances, Moody's expects financial leverage to remain at or above
the 6x level (Moody's adjusted) over the rating horizon. Moody's
anticipates Engine will maintain weak liquidity with access to
$8-10 million under the $35 million revolving credit facility
(approximately $20 million currently outstanding).
Rating Outlook
The stable rating outlook reflects its view that the US and UK
economies will grow in the 1.5%-2.5% range over the next 12-18
months, which should support modest advertising spend in 2019
following cyclically strong 2018 spend that stemmed from
quadrennial events. However, Moody's expects Engine to experience
muted revenue growth, soft EBITDA and relatively higher financial
leverage during this period as it gradually transforms the business
model to create more compelling and competitive product offerings,
implements business realignments to improve the cost structure and
make investments to hire new talent and transition to a simplified
operating structure.
Factors That Could Lead to an Upgrade
-- Revenue growth and EBITDA margin expansion leading to
consistent and increasing positive free cash flow generation and
sustained reduction in total debt to EBITDA leverage below 5.5x
(Moody's adjusted).
-- Free cash flow to adjusted debt of at least 2.5%.
-- Engine would also need to increase scale, maintain at least a
good liquidity profile and exhibit prudent financial policies.
Factors That Could Lead to a Downgrade
-- Financial leverage sustained above 7.5x (Moody's adjusted).
-- EBITDA growth is insufficient to maintain positive free cash
flow generation.
-- Market share erosion, significant client losses, sub-par
organic revenue growth, weakened liquidity or if Engine engages in
leveraging acquisitions or sizable shareholder distributions.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Headquartered in New York, NY, Engine Group, Inc. is a marketing
services and communications firm with a focus on digital
capabilities providing a full range of data-driven and
technology-enabled insights to a variety of leading and boutique
brands operating in diverse end markets. Chicago-based private
equity sponsor, Lake Capital, purchased Engine for approximately
GBP100 million (around US$171 million) in July 2014, and
subsequently merged it with the sponsor's previously-owned branded
content business, Trailer Park, and research and analytics arm, ORC
International. Engine's net revenue totaled $385 million for the
twelve months ended September 30, 2018.
EVAN JOHNSON: 4K Buying GPS & Surveying Equipment for $28K
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Evan Johnson & Sons Construction, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Mississippi to authorize the
sale of GPS and surveying equipment to 4K Equipment, LLC for
$28,000
The Debtor has made the decision to liquidate Equipment that it
owns. The liquidation of the Equipment is in its best interest and
in the best interest of all creditors. The fair market value of
the Equipment is $28,000. There are no valid liens, claims and
security interests in, to or upon the Equipment.
The Purchaser offers to purchase the Equipment for $28,000, cash,
free and clear of all liens, claims and interests.
The Debtor asks authority of the Court to execute such bill of
sale, transfer of title or other related documents which are
reasonably necessary to consummate and close the sale of the
Equipment.
Upon closing, the sales proceeds will be placed in an interest
bearing escrow account by the counsel for the Debtor, with the
funds to be disbursed only upon further order, after notice and a
hearing.
About Evan Johnson & Sons
Evan Johnson & Sons Construction, Inc., based in Pearl, Miss.,
filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192)
on June 15, 2017. In the petition signed by Melanie Johnson, its
president, the Debtor estimated $1 million to $10 million in assets
and liabilities. The Hon. Edward Ellington presides over the case.
Craig M. Geno, Esq., at The Law Offices of Craig M. Geno, PLLC,
serves as bankruptcy counsel to the Debtor.
FAIRMONT PARTNERS: Dec. 7 Auction of Substantially All Assets Set
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Judge Clifton R. Jessup, Jr. of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Fairmont Partners, LLC's
bidding procedures in connection with the sale of substantially all
assets to Access Point Financial Inc. or its affiliate for $9.25
million, subject to overbid.
The Bid Procedures Hearing was held on Nov. 5, 2018.
APF is a secured creditor of the Debtor with a security interest in
all or substantially all of the Debtor's property. It asserts a
secured claim of more than $10 million. It has made an initial
bid, in the form of a credit bid, in the amount of $9.25 million,
and has agreed that it will not credit bid more than $10.2 million
at any auction that may be held in accordance with the Bid
Procedures.
The salient terms of the Bidding Procedures are:
a. Initial Bid Deadline: Dec. 5, 2018 at 5:00 p.m. (CDT)
b. Initial Bid: An amount equal to or greater than the sum of
(i) the consideration payable by APF under the Credit Bid, plus (b)
cash in an amount equal to $50,000; (ii) not be subject to any
financing contingency; contingency relating to the completion of
unperformed due diligence, provided that APF waives any such
conditions on or prior to the Overbid Deadline; contingency
relating to the approval of the overbidder's board of directors or
other internal approvals or consents; or any conditions precedent
to the overbidder's obligation to purchase the Identified Assets;
and (iii) provide that the overbidder will purchase all or
substantially all of the Identified Assets
c. Deposit: $250,000
d. Auction: In the event Debtor timely receives a conforming
Initial Overbid from a prospective purchaser, then the Debtor will
conduct an Auction with respect to the sale of the Identified
Assets on Dec. 7, 2018, at 1:00 p.m., (CDT), at the offices of
Maples Law Firm, PC, 200 Clinton Avenue West, Suite 1000,
Huntsville, Alabama 35801.
e. Bid Increments: $50,000
f. Sale Hearing: Dec. 10, 2018, at 1:30 p.m. (CDT)
g. Sale Objection Deadline: Dec. 10, 2018 at 11:30 a.m. (CDT)
A copy of the APA and the Exhibit B attached to the Order is
available for free at:
http://bankrupt.com/misc/Alexandria_Investment_161_Order.pdf
The Debtor's counsel is ordered to serve the Order and Exhibits to
parties and creditors.
About Fairmont Partners
Fairmont Partners, LLC, is a privately held company in Sheffield,
Alabama operating in the hotel and lodging industry.
Fairmont Partners filed for bankruptcy protection (Banrk. N.D. Ala.
Case No. 18-82014) on July 10, 2018. In the petition signed by
Willis Pumphrey, Jr., managing member, the Debtor estimated up to
$50,000 in total assets and $10 million to $50 million in total
liabilities. The Hon. Clifton R. Jessup presides over the case.
Maples Law Firm, PC, is the Debtor's counsel.
FALLS EVENT: Court OK's Bid for Ch. 11 Trustee Appointment
----------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah entered an order appointing a Chapter 11 trustee
for The Falls Event Center, LLC.
The Order was made pursuant to the United States Trustee's motion
for order to appoint a Chapter 11 trustee for the Debtor.
Judge Mosier likewise approved the stipulation of the United States
Trustee, Debtor and Unsecured Creditors' Committee.
About The Falls Event Center
The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor estimated assets of
$50,000,001 to $100 million and liabilities of $100,000,001 to $500
million. Judge R. Kimball Mosier presides over the case.
Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC
as restructuring advisors.
On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.
FBJ REAL ESTATE: $770K Sale of Purcellville Property to Andrews OKd
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Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized FBJ Real Estate, LLC's sale
of assets, consisting of six improved and unimproved parcels of
property comprising approximately 85 acres located at Turneysville
Road, Purcellville, Virginia Route 833, in Loudoun County,
Virginia, other than in the ordinary course of business, to John A.
Andrews, Trustee, for $770,000.
The Purchase Agreement appended to the Sale Motion is approved.
The first deed of trust lien of Summit Community Bank and Federal
Tax Lien of the IRS will be paid in full at the closing of the sale
of the Property to Andrews Trustee.
Any and all outstanding real estate taxes will be paid in full at
closing.
Any and all stays of the effectiveness of the Order, including
without limitation of the 14-day stay imposed under Rule 6004(h) of
the Federal Rules of the Bankruptcy Procedure are waived, and the
Order will be effective and enforceable immediately upon entry.
About FBJ Real Estate
FBJ Real Estate, LLC, 12022 Meadowville Court, Herndon, VA 20170,
sought Chapter 11 protection (Bankr. E.D. Va. Case No. 15-11737) on
May 20, 2015. In the petition signed by Joseph L. Bane, Jr.,
co-managing member, the Debtors disclosed total assets at $4.2
million and total liabilities at $1.6 million. Judge Brian F.
Kenney presides over the case. The Debtor tapped Frank Bredimus,
Esq., at Law Office of Frank Bredimus as counsel.
FYBOWIN LLC: $2.1M Sale of Substantially All Assets for Approved
----------------------------------------------------------------
Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Fybowin, LLC, and its
debtor affiliates to sell to Brewery Acquisition Co., LLC ("BAC")
and Helltown Brewing, LLC ("Successful Bidder") the following:
a. All or substantially all assets of Rivertowne Growth Group,
LLC located at the Export Store and certain assets of Fybomax, Inc.
to operate the brewery for $1,750,500, plus intangible value
attributed to (I) the Successful Bidder's commitment to offer
employment to 18 employees of Rivertowne Growth (at a value agreed
upon at the Auction) and (II) the value to the estate associated
with its bid on the Verona Store, and the savings to the estate
derived from closing the Sale with one entity (as opposed to
multiple buyers) (at a value agreed upon at the Auction).
The cash component of the Successful Bidder's successful
bid is allocated as follows:
i. Acquired Avoidance Actions (RGG): $275,000
ii. Vehicles (Fybomax): $ 23,000
iii. Inventory (RGG): $160,000
iv. Real Property (RGG) $465,000
v. Acquired Intellectual Property (IP Holdings): $50,000
vi. Consideration for 6-month non-compete: $20,000
vii. Owned Machinery & Equipment, Cash, Accounts Receivable
and other Acquired Assets (RGG): $757,500
b. All or substantially all assets of Fybo Management, Inc.,
located at the Verona Store, together with the real property on
which Fybo Management operates the Verona Store, for $218,500, to
be allocated as follows: (i) Real Property contributed by the Key
Insider, Individual Sellers - $136,000; (ii) PA LCB Liquor License
No. R9863 - $65,000; (iii) Owned Machinery, Equipment, Cash
Accounts Receivable, and other Acquired Assets (Fybo Management) -
$ 17,500.
c. All or substantially all assets of Fybomax located at the
Monroeville Store for $123,250, to be allocated as follows: (i) PA
LCB Liquor License No. R19414 - $70,000; (ii) Owned Machinery &
Equipment, Accounts Receivable, and other Acquired Assets -
$53,250.
The sale is free and clear of all Encumbrances (including, without
limitation, any statutory right of the United States of America or
any other entity to redeem the any or all of the Acquired Assets),
including, without limitation, the Liens and Claims each and all of
which are divested from the Acquired Assets, and transferred to the
proceeds from the Sale of the Acquired Assets.
The Debtors, Sula Simcha and the Successful Bidder have agreed to
the resolution of the Sula Simcha Objections and said resolution is
approved by the Court as follows:
i. Sula Simcha and the Successful Bidder have agreed that the
Successful Bidder will have 10 days from the date of the closing on
the Monroeville Store to remove the Fybomax Monroeville Store
Assets from the Monroeville location at no charge, fee or rent. If
the Successful Bidder is unable to remove the Fybomax Monroeville
Store Assets within that 10 period, the Successful Bidder will pay
to Sula Simcha $100 per day for up to the next 20 days. If in the
event the Successful Bidder has not removed the Fybomax Monroeville
Store Assets by the end of the next 20-day period, the Successful
Bidder and Sula Simcha agree to negotiate a reasonable "rent"
payment in an amount agreeable to both the Successful Bidder and
Sula Simcha. Sula Simcha agrees to cooperate with the Successful
Bidder in removing the Fybomax Monroeville Store Assets, including
allowing reasonable access to the Monroeville location for removal
and/or repair.
ii. Any of the Fybomax Monroeville Store Assets not removed by
the Successful Bidder will be the property of Sula Simcha and
continuing to be free of any liens of the Huntington National
Bank.
iii. The Successful Bidder will be obligated to repair all
damage to Sula Simcha's property caused by the Successful Bidder's
removal of the Fybomax Monroeville Store Assets. Further, the
Successful Bidder will defend, indemnify and hold harmless Fybomax,
the Fybomax Estate, and Sula Simcha from any third-party claims for
personal injury or other damage arising out of, relating to or
resulting from Successful Bidder or its agents, representatives or
contractors and/or repairs to Sula Simcha's property by the
Successful Bidder, its agents, representatives or contractors.
iv. The sale proceeds of $53,250 (the amount allocated to the
Fybomax Monroeville Store Assets) will be held in escrow by the
Debtors' counsel pending resolution of any dispute as to the
allocation of the sale proceeds by and between the Debtors and Sula
Simcha and further Order of the Court. To the extent the sale
proceeds remain in escrow after Dec. 31, 2018, the Debtors reserve
the right to request a determination from this Court as to the
distribution of the sale proceeds. Sula Simcha agrees to the sale
and transfer of the Fybomax Monroeville Store Assets to the
Successful Bidder, but reserves its rights and claims in and to the
sale proceeds related to the same, which rights and claims will
transfer to the sale proceeds.
v. The Court will retain jurisdiction to resolve any dispute
by and between the Successful Bidder and Sula Simcha in and
relating to the Order, including but not limited to, any dispute
over the amount of reasonable rent to be paid, if any, under
subparagraph 4(a)(i).
vi. Upon closing on the Monroeville Store, the lease by and
between Fybomax and Sula Simcha will be deemed rejected.
vii. In the event a closing on the Monroeville Store does not
occur as contemplated under the APA, the provisions of subparagraph
(4)(a)(i-vi) will become null and void.
The responses filed by the Huntington Bank are deemed withdrawn and
the Huntington Bank consents to the sale provided:
i. The Huntington Bank will receive $1.3 million from the
sale proceeds;
ii. The unpaid balance of the Huntington Bank's claims will
remain intact and the Huntington Bank retains its liens (or its
ability to assert a lien) on collateral that is not being sold as
part of this sale, with the Debtors retaining all of their rights
to defend the nature, extent, and validity of such liens and
claims;
iii. With the exception of the Debtors' rights to defend the
nature, extent and validity of the Huntington Bank's liens and
claims on collateral that is not being sold as part of this sale,
all other claims of the Estates against the Huntington Bank are
waived, including, without limitation, claims for surcharge; and
iv. The Huntington Bank will release its judgment lien as to
the Verona Store provided it has an opportunity to review the
settlement statement in advance of closing and that any proceeds
remaining from the real estate closing on the Verona Store that
would otherwise go to the Individual Sellers will be paid to the
Huntington Bank.
The APA and the Exhibits and Schedules attached thereto and all of
the terms and conditions thereof, are approved.
The Sale of the Acquired Assets to the Successful Bidder, and the
assumption and assignment of the Acquired Contracts and Acquired
Leases to the Successful Bidder, will be, except as otherwise
provided in the Order or in the APA, free and clear of all
Encumbrances.
These costs and expenses associated with the Sale Motion and
Closing will be disbursed at Closing:
a. With respect to the Real Property, delinquent real estate
taxes owed by the Debtors, if any;
b. With respect to the Real Property, current real estate
taxes will be pro-rated on a calendar year basis for local and
county taxes and on a fiscal year basis for school district taxes,
as set forth in the APA;
c. With respect to the Real Property, charges for water,
electricity, sewer rental, gas, if any, and all other utilities,
prorated on a per diem basis as of the Closing Date, disregarding
any discount or penalty and on the basis of the fiscal year or
billing period of the authority or utility or other charging for
the same;
d. The costs of local newspaper advertising in the amount of
$1,821;
e. The costs of legal journal advertising in the amount of
$1,061;
f. Both the Debtors' and the Purchaser's portions of real
estate transfer taxes.
Any request for a Break-Up Fee (as provided in the Bidding
Procedures Order) will be filed by the Stalking Horse Bidder within
14 days of the entry of the Order.
Pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062 and 9014, the
Order will be effective immediately upon its entry, and the Debtors
and the Successful Bidder are authorized to close the Sale
immediately upon entry of the Order.
All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
A hearing on the Motion was held on Nov. 1, 2018 at 2:00 p.m.
A copy of the APA attached the Order is available for free at:
http://bankrupt.com/misc/Fybowin_LLC_254_Order.pdf
About Fybowin LLC
Fybowin, LLC, which conducts business under the name Rivertowne, is
a privately-held brewing company in Pittsburgh, Pennsylvania. The
Rivertowne beer concept was born in 2002. The company, one of the
very first craft brewers in Pittsburgh, has restaurants in Verona,
North Huntingdon, and the North Shore, as well as a Pourhouse in
Monroeville.
Fybowin sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 18-21803) on May 4, 2018. On May 7,
2018, the company's affiliates Fybomax Inc., Fybo Management Inc.,
Rivertowne Growth Group LLC and Occupy Rivertowne LLC filed for
Chapter 11 protection (Bankr. W.D. Pa. Case Nos. 18-21870 to
18-21873). The cases are jointly administered with Fybowin's.
Fybowin, LLC, estimated $100,000 to $500,000 in assets and $1
million to $10 million in liabilities.
Judge Gregory L. Taddonio presides over the cases.
Whiteford, Taylor & Preston, LLP, serves as the Debtors' legal
counsel.
GENTRY VU: Judicial Determination Sought on PCO Appointment
-----------------------------------------------------------
The Clerk's Office of the U.S. Bankruptcy Court for the Eastern
District of California requests a judicial determination concerning
the appointment of a Patient Care Ombudsman for Gentry VU MD Inc.
The Clerk noted that a judicial determination is needed because the
case indicates that the Debtor is a "Health Care Business" as
selected in its nature of business.
About Gentry Vu Md Inc.
Gentry Vu Md Inc. filed a Chapter 11 Chapter 11 Petition Date
(Bankr. E.D. Cal. Case No.: 18-27128) on November 13, 2018, and is
represented by Tien D. Duong, Esq. in Sacramento, California.
At the time of filing, the Debtor had $100,000 to $500,000 in
estimated assets and $1 million to $10 million in estimated
liabilities.
The petition was signed by Gentry Vu, president.
GLADYS SMITH: Court Confirms Trustee's 1st Amended Liquidation Plan
-------------------------------------------------------------------
Bankruptcy Judge Shelley C. Chapman approved the first amended
disclosure statement and confirmed the first amended plan of
liquidation filed by Yann Geron, the chapter 11 trustee of the
estate of Gladys Smith, Inc. d/b/a Webb Plaza Development
Enterprises.
The Court finds that the Disclosure Statement complies with the
requirements of the Bankruptcy Code and the Bankruptcy Rules and
contains "adequate information."
The procedures for transmitting the Disclosure Statement were
reasonable and adequate and complied with the requirements of
Bankruptcy Rule 3017.
The Plan fully complies with the requirements of Sections 1122 and
1123 of the Bankruptcy Code. The Plan's classifications conform to
the statute and separately classify Claims based upon valid
business and legal reasons. The Trustee's classifications have a
rational basis because they are based upon the respective legal
rights of each holder of a Claim against or Interest in the
Debtor's Estate. Article III of the Plan designates Classes of
Claims and Interests that require classification.
The Plan fully complies with the requirements of Section 1129(a)(3)
of the Bankruptcy Code. Having examined the totality of the
circumstances surrounding the Plan, the Court has determined that
the Plan was proposed by the Trustee in good faith and not by any
means forbidden by law. The Plan is based on good faith and arms'
length negotiations among the Trustee, his professionals,
creditors, the Interest Holder, and the United States Trustee. The
Plan and the Disclosure Statement reflect the culmination of such
efforts. Moreover, as evidenced by the provisions of the Plan
providing for payment in full of all Allowed Claims, plus
applicable interest, the Plan achieves the goal of Chapter 11 of
the Bankruptcy Code.
The Plan also fully complies with the "best interests" test of
Section 1129(a)(7), which requires a plan proponent to demonstrate
that with respect to each Impaired Class of Claims or Interests,
the holder of each Claim or Interest has either accepted the Plan
or will retain or receive 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 so receive or retain if the Debtor was to be
liquidated under chapter 7 of the Bankruptcy Code. All Allowed
Claims will be paid in full, plus applicable interest and the
Interest Holder will retain her equity interest in the Debtor.
The Plan proposes to pay creditors holding Allowed Claims 100% of
their respective allowed
claims plus applicable interest, and re-vest the Interest Holder
with 100% of her ownership interest in the Debtor. Thus, since none
of the Debtor's creditors or the Interest Holder are "Impaired," no
voting on the proposed Plan is anticipated or required.
The Trustee anticipates that the interest payments to Allowed
secured and unsecured creditors will be approximately $455. The
Trustee expects the total amount of Allowed scheduled and filed
claims.
A copy of the First Amended Disclosure Statement is available at
https://tinyurl.com/y772cvp7 from PacerMonitor.com at no charge.
About Gladys Smith
Based in New York City, New York, Gladys Smith, Inc. dba Webb
Plaza
Development Enterprises filed for chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-10989) on April 1, 2013, with
scheduled assets at $3,703,000 and scheduled liabilities at
$2,541,809. The petition was signed by Gladys Smith, president.
Judge Shelley C. Chapman presides over the case.
Yann Geron was appointed Chapter 11 trustee in the Debtor's case.
The Trustee retained Reitler Kailas & Rosenblatt LLC as his legal
counsel.
GOLDEN STATE: Trustee Selling Houston Property to Glade for $780K
-----------------------------------------------------------------
John Akard Jr., the Chapter 11 trustee for Golden State Holdings,
Inc., asks the U.S. Bankruptcy Court for the Southern District of
Texas to authorize the sale of the real property located at 14919
Stuebner Airline Road, Houston, Texas to Glade Springs Management,
LLC for $780,000.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
During the administration of the case, the Trustee has incurred
expenses (including attorney's fees) to preserve, maintain and
repair the Property. Additionally, the bankruptcy estate will
incur US Trustee fees, Chapter 11 Trustee fees and attorney's fees
as a result of the sale and Trustee seeks to surcharge these
expenses against the secured claim of Middlesteadt Shopping Center
L.P. related to the Property.
The Professional Fees total approximately $57,512 and are comprised
of the following: (i) attorneys Fees through 10/29/18 - $16,012;
(ii) estimated attorneys fees (through closing) - $2,500; (iii)
estimated Trustee Fee - $32,500; and (iv) estimated U.S. Trustee's
Fee - $ 6,500.
On Feb. 5, 2015, the Trustee entered into a listing agreement with
Jerry Decker with Better Homes and Gardens Real Estate/Gary Green
Realty, Inc. to market the Property which provides for a 5% real
estate commission.
The Purchaser has made an offer of $780,000 to purchase the
Property. The parties have entered in to their Commercial
Contract-Improved Property. The Purchaser has tendered $7,800
earnest money to Fidelity National Title Co. related to the sale.
The Purchaser has knowledge of the condition of the Property and
has completed all of its inspections. Under the Earnest Money
Contract, the Purchaser agreed to purchase the Property "as is,
where is," and free and clear of all liens, claims, interests and
encumbrances, with the Net Proceeds payable to Middlesteadt at
closing in satisfaction of the secured portion of Middlesteadt's
claim.
Middlesteadt will have an unsecured claim to the extent that its
claim is not paid in full with the Net Proceeds. The Net Proceeds
from the sale means the purchase price ($780,000) less the
Professional Fees (approximately $57,512) and all Closing Costs
(approximately $69,500) or approximately $652,988.
The only outstanding liens against the Property are for 2013 Harris
County Taxes, current year property taxes (which are not yet due)
and Middlesteadt's Deed of Trust lien. All other property taxes
were paid by the estate during the administration of the estate as
they came due. The 2013 Harris County Taxes and current year
property taxes will be paid in full at closing.
In connection with the closing the sale, certain costs will be
incurred and are anticipated to be approximately $69,500 including
Real Estate Broker Commissions ($39,000), current year property
taxes ($15,000) and unpaid pre-petition 2013 property taxes
($9,400).
In connection with the sale, the Trustee asks authority to pay all
usual and customary Closing Costs and brokerage fees and a prorated
portion of 2018 property taxes.
Despite not satisfying Middlesteadt's claim in full, the Trustee
has concluded that the sale to the Purchaser would be in the best
interest of the estate and its creditors. The sale will bring
immediate cash into the estate and will pay a substantial portion
of the amount due to Middlesteadt. Further, the sale of the
Property will decrease the administrative expenses of the estate as
the estate will no longer be required to carry insurance, pay taxes
and maintain the Property.
In light of the facts set forth and in order to promptly consummate
the proposed sale and relieve the estate of ongoing obligations and
risk, the Trustee asks that the Court waives the stay imposed by
Bankruptcy Rule 6004(f) and allow the Trustee to immediately
consummate the sale transaction contemplated.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Golden_State_373_Sales.pdf
The Purchaser:
GLADE SPRINGS MANAGEMENT, LLC
3823 Glade Hill
Richmond, TX 77407
Telephone: (281) 235 6488
Facismile: (713) 785-8831
E-mail: yakoobmoton@gmail.com
About Golden State Holdings
Golden State Holdings, Inc. filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 14-36650) on Dec. 1, 2014,
and was represented by Alex Olmedo Acosta, Esq. of Acosta Law, P.C.
Judge Marvin Isgur presides over the case.
John Akard Jr., was appointed as the Chapter 11 Trustee on Jan. 13,
2015.
GREAT SILK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Great Silk Road Trucking Inc.
270 Geiger Rd., Unit D
Philadelphia, PA 19115-1016
Business Description: Great Silk Road Trucking Inc. is a privately
held cargo and freight company in
Philadelphia, Pennsylvania.
Chapter 11 Petition Date: November 17, 2018
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Case No.: 18-17662
Judge: Hon. Jean K. FitzSimon
Debtor's Counsel: Thomas Daniel Bielli, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Tel: 215-642-8271
Fax: 215-754-4177
E-mail: tbielli@bk-legal.com
- and -
Cory P. Stephenson, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Tel: 215-642-8271
Fax: 215-754-4117
E-mail: cstephenson@bk-legal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Durbek Tashpulatov, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/paeb18-17662_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/paeb18-17662.pdf
HALCON RESOURCES: S&P Raises $625MM Unsecured Notes Rating to 'B-'
------------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Houston-based
Halcon Resources Corp.'s $625 million senior unsecured notes due
2025 to 'B-' from 'CCC+' and revised the recovery rating to '4'
from '5'. The '4' recovery rating indicates S&P's expectation for
average recovery (30%-50%; rounded estimate: 35%) of principal in
the event of a payment default.
S&P said, "The revision reflects an increase in Halcon Resources'
improved PV-10 valuation of its proved reserves based on our
recovery-case assumptions. This more than offsets an increase in
the company borrowing base, to $275 million from $200 million, and
our expectation that it will borrow 100% of its base in the event
of a default."
ISSUE RATINGS--RECOVERY ANALYSIS
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $516
million
-- Secured claims: $285 million
--Recovery expectations: Not applicable
-- Remaining value available to unsecured claims: $231 million
-- Senior unsecured claims: $646 million
--Recovery expectations: 30%-50% (rounded estimate: 35%)
Note: All debt amounts include six months of prepetition
interest.
RATINGS LIST
Halcon Resources Corp.
Issuer Credit Rating B-/Negative/--
Issue Rating Raised; Recovery Rating Revised
To From
Halcon Resources Corp.
Senior Unsecured
$625M Notes Due 2025 B- CCC+
Recovery Rating 4(35%) 5(10%)
HARBORSIDE ASSOCIATES: May Use Cash Collateral Until Dec. 31
------------------------------------------------------------
The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut has entered her eleventh interim order
authorizing Harborside Associates, LLC, to use any cash collateral,
including rental proceeds, in accordance with the budget commencing
Nov. 1, 2018 through Dec. 31, 2018.
A further hearing on the Motion has been scheduled for Dec. 18,
2018 at 10:00 a.m. The Debtor will file its proposed 12th interim
cash collateral order or before Dec. 11, 2018 to which any
objections will be filed by 5:00 p.m., Dec. 14, 2018.
The approved budget for the months of November and December 2018
provides total monthly expenses in the aggregate sum of $9,969.
As of the Petition Date, Sioux, LLC, alleges a first priority
secured claim against certain real property owned by the Debtor and
located at 946 Ferry Boulevard, Stratford, Connecticut, including
the rents arising therefrom.
The Debtor believes that there are multiple other liens covering
the Property which are subsequent in right to the Mortgage
including a lien allegedly held by Bal Harbour LLC, as assignee of
The Salce Companies, LLC. Harbour filed an objection to the
Debtor's use of cash collateral.
The Court, however, finds that it is in the best interest of the
estate, Sioux, Harbour, and all other creditors and
parties-in-interest, and it is necessary to avoid irreparable harm
to the Debtor and its estate, that the preliminary use by the
Debtor of cash collateral on the terms and conditions set forth in
the Eleventh Interim Order be approved.
In exchange for the preliminary use of cash collateral by the
Debtor, Sioux, LLC is granted replacement and/or substitute liens
in post-petition cash collateral, and such replacement liens will
have the same validity, extent, and priority that Sioux possessed
such liens on the Petition Date.
The liens of Sioux, LLC and any replacement thereof pursuant to the
Eleventh Interim Order, and any priority to which Sioux, LLC may be
entitled or become entitled under Section 507(b) of the Bankruptcy
Code, will be subject and subordinate to a carve-out of such liens
for amounts payable by the Debtor under Section 1930(a)(6) of Title
28 of the United States Code.
A copy of the Eleventh Interim Order is available for free at:
http://bankrupt.com/misc/ctb17-50749-156.pdf
About Harborside Associates
Harborside Associates, LLC, a single asset real estate as defined
in 11 U.S.C. Section 101(51B), owns real property located at 946
Ferry Boulevard, Stratford, Connecticut.
Harborside Associates first sought bankruptcy protection (Bankr. D.
Conn. Case No. 11-50738) on April 12, 2017.
Harborside Associates filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 17-50749) on June 28, 2017. In the petition signed by
Luciano Coletta, duly authorized member of Hermanos, LLC, the
Debtor estimated $1 million to $10 million in assets and
liabilities. Judge Julie A. Manning is the case judge. Douglas S.
Skalka, Esq., at Neubert Pepe & Monteith, P.C., serves as
bankruptcy counsel to the Debtor.
HARMON TIRE: Disclosures OK'd; Dec. 13 Plan Confirmation Hearing
----------------------------------------------------------------
Bankruptcy Judge Michael A. Fagone approved Harmon Tire, Inc. and
Milton Albert Harmon, Jr.'s disclosure statement referring to a
chapter 11 plan.
A hearing on confirmation of the Plan will be held on Dec. 13, 2018
at 2:00 p.m. before the Honorable Michael A. Fagone, United States
Bankruptcy Judge, 202 Harlow Street, 3rd Floor, Bangor, Maine.
The deadline for filing and serving written objections to
confirmation of the Plan will be Dec. 6, 2018.
Ballots for accepting or rejecting the Plan must be filed and
served no later than Dec. 6, 2018 at 5:00 p.m.
About Harmon Tire Inc.
Harmon Tire, Inc. provides auto and tire repair services in
Ellsworth, Maine.
Harmon Tire sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Maine Case No. 18-10445) on Aug. 1, 2018. In the
petition signed by Milton Albert Harmon, Jr., president, the
Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge Michael A. Fagone presides over the
case. Molleur Law Office is the Debtor's legal counsel.
HIGH LINER: S&P Cuts Issuer Credit Rating to 'B', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Nova Scotia-based High Liner Foods Inc. to 'B' from 'B+'. The
outlook is negative.
At the same time, S&P Global Ratings lowered its issue-level rating
on High Liner's senior secured term loan to 'B' from 'B+'. The '4'
recovery rating on the term loan is unchanged and reflects our
expectation of average (30%-50%; rounded estimate 40%) recovery in
a default scenario.
S&P said, 'The downgrade and negative outlook reflect our view that
the company will continue to underperform in its core frozen
seafood business for the next 12-18 months due to both internal and
external challenges. As a result, we expect S&P-adjusted 2018 and
2019 EBITDA to be US$60 million-US$65 million annually, compared
with our previous expectations of US$80 million-US$90 million.
Consequently, we have also revised our financial risk profile
assessment on the company to highly leveraged from aggressive to
reflect S&P Global Ratings-forecast and adjusted debt-to-EBITDA of
above 7.0x through 2019, compared with our previous expectations of
5.0x-5.5x."
The negative outlook reflects risks around High Liner's ability to
execute its operational initiatives in the near term to increase
both its EBITDA and EBITDA margins to previous levels while
improving its top-line growth. S&P's base-case forecast also
assumes that the company will achieve parts of its cost savings in
the latter part of 2019.
S&P said, "We could lower the ratings if earnings remain stressed
due to poor execution on High Liner's key critical initiatives such
that debt-to-EBITDA remains above 7.0x with weak free operating
cash flow. The ratings would also be pressured if market conditions
remain challenged such that volume sales do not improve or the
company is unable to pass through price increases.
"We could revise the outlook to stable if leverage declines to the
mid 6.0x area due to improving EBITDA, either because of better
top-line growth or cost reductions. We would expect the company
would use any excess cash flow for debt reduction rather than
pursue growth acquisitions."
HOCHHEIM PRAIRIE: S&P Affirms 'B+' FSR, Off CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings removed Hochheim Prairie Farm Mutual Insurance
Assn. (HPFMIA) and its subsidiary, Hochheim Prairie Casualty
Insurance Co. (HPCIC, collectively Hochheim) from CreditWatch
Negative, where it initially placed them on Nov. 28, 2017. S&P also
affirmed its 'B+' financial strength rating on Hochheim. The
outlook is stable.
Given the favorable weather for Texas and strong underwriting
profits for Hochheim in 2018 S&P believse the credit profile has
stabilized. As of September 2018, the company's combined ratio was
83.2% compared to 121.4% for the same period in the previous year.
The favorable underwriting translated to a net profit of $18.1
million, which allowed the company to boost its capital and surplus
levels to $69.8 million from $53.7 million as of year-end 2017. The
strong results for the company are a combination of favorable
weather limiting losses, and underwriting actions. Those
underwriting actions included rate increases for both the property
and auto businesses, property deductible shift to renew all $500
deductibles to $1,000 deductibles, continued shift of policies to
insured to value, adjustments to the reinsurance program, and
shifting the book back to purely rural Texas-focused, eliminating
some of the drift into the urban markets. In addition to these
changes, the company revised its 2018 reinsurance program to reduce
the quota share, and sustained the previous year's tail coverage
for natural catastrophes, while purchasing an additional $5 million
of catastrophe coverage due to favorable market conditions.
Although the changes to the reinsurance program were done for
economic reasons and expose the balance sheet to a little more
risk, the strong underwriting performance for the year allowed
Hochheim to enhance its earnings profile for the year. Given the
capital build-up from the strong performance, S&P expects the
company to pursue greater growth in rural markets and further
reduce its quota-share reinsurance while maintaining current
coverage levels for property catastrophe exposure as it gets closer
to the Jan. 1, 2019, reinsurance renewals.
S&P said, "The stable outlook on Hochheim reflects our expectation
over the next 12 months that it will maintain capital adequacy at
the less-than-adequate level, sustain reinsurance at current
levels, and will have stable underwriting profitability assuming a
normalized level of weather related losses.
"We may lower our ratings in the next 12 months if the company
incurs substantial losses that would materially reduce capital
levels, regulatory authorities initiate supervisory actions, or the
company cannot purchase adequate reinsurance during the 2019
renewal cycle.
"We do not expect to raise our ratings in the next 12 months. Any
upgrade thereafter would depend on the company's ability to boost
earnings and significantly grow its statutory surplus, leading to a
sustained improvement in capital adequacy."
HORIZON GLOBAL: Moody's Lowers CFR to Caa2, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Horizon Global Corporation's
Corporate Family Rating to Caa2 from B3, its Probability of Default
Rating to Caa2-PD from B3-PD and the senior secured first lien term
loan rating to Caa1 from B2. The company's Speculative Grade
Liquidity is affirmed at SGL-4. The outlook remains negative.
"Horizon's downgrade reflects rapid deterioration of its
performance, lack of clarity around the steps to resolve uncovered
issues in the Europe-Africa region and upcoming potential covenant
violation," said Inna Bodeck, Moody's lead analyst for the company.
"While we believe that the company will be able to receive a
covenant relief amendment, it will be challenged to cover its fixed
charges unless it is able to overcome over the next year the
freight and manufacturing costs issues contributing to losses in
the Europe-Africa region. Additionally, the company's performance
in the second quarter of next year will demonstrate whether it can
operate the new Kansas City distribution center efficiently at peak
seasonal volumes following performance problems in 2018." The
company's Asia-Pacific region continues to perform well, having
grown its EBITDA by approximately 50% in the first nine months of
2018.
Moody's took the following rating actions on Horizon Global
Corporation:
Ratings downgraded:
Corporate Family Rating, downgraded to Caa2 from B3;
Probability of Default Rating, downgraded to Caa2-PD from B3-PD;
$210 million ($193.3 million remaining amount) senior secured first
lien term loan due 2021, downgraded to Caa1 (LGD3) from B2 (LGD3)
Ratings affirmed:
Speculative Grade Liquidity, at SGL-4
Outlook actions:
Outlook, remains Negative
RATINGS RATIONALE
The Caa2 CFR reflects Horizon's weak liquidity, rapidly
deteriorating performance due to freight and manufacturing issues
in the Europe-Africa region, lack of clarity around the plan to
resolve these issues, exposure to cyclical end markets, modest
scale and high leverage. Higher than expected freight and some
manufacturing costs are outweighing Horizon's savings from shifting
European production to countries with lower labor costs in Romania
and South Africa. These considerations are partially mitigated by
the company's good portfolio of brands, diversification across
sales channels, and Moody's view that underlying demand for the
company's products remains good and that profit pressure is instead
due to operating missteps. In addition Horizon's Asia-Pacific
region has shown meaningful improvement in the last three quarters;
and the relocation of the distribution center to Kansas City is
complete with on-time delivery and costs now within the company's
expectations. However, Moody's believes that the success of this
relocation will only become clear in the second quarter of next
year when the company experiences peak seasonal order volumes that
posed operating challenges in 2018. Moody's now expects that
Horizon's leverage will remain elevated (8.4x LTM 9/30/2018
incorporating Moody's standard adjustments) as the company slowly
works through the resolution of its issues in its Europe-Africa
region. Horizon's liquidity is weak given the likely need to amend
covenants to avoid a violation within the next few quarters.
Negative free cash flow has also reduced cash and availability
under a $99 million ABL revolving credit facility expiring in July
2020 (not rated), and Moody's view that incremental revolver
borrowings will be necessary over the next year to fund operations,
restructuring costs and required term loan amortization.
The negative rating outlook reflects uncertainty around the
company's plans to resolve the freight and manufacturing challenges
in the Europe-Africa region and the costs associated with these
initiatives. The outlook also incorporates Moodys' view that the
company will be able to receive a covenant relief amendment.
The ratings could be downgraded if the company is unable to
stabilize operating performance due to the unexpected challenges in
the operating environment or due to continued operational issues,
resulting in reduced profitability and increased leverage. A
worsened liquidity profile, increased potential for a distressed
exchange or other default, or reduction in debt recovery
expectations could also result in a downgrade.
The ratings could be upgraded if the company stabilizes its
operating performance and realizes sufficient sustained
improvements in earnings, including having clarified a course of
action and taken steps to resolve issues in the Europe-Africa
region, to improve free cash flow and liquidity including a
sufficient covenant cushion.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
Horizon, headquartered in Troy, Michigan, is a publicly-traded
manufacturer and distributor of towing, trailer, cargo management
and other products primarily for the automotive market. Revenue for
the 12 months ended September 2018 was approximately $874 million.
HOUSE OF FLOORS: Exclusive Filing Period Extended to January 28
---------------------------------------------------------------
The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of House of Floors of
Palm Beach, Inc., has extended the Debtor's exclusive period in
which to file a plan and disclosure statement through January 28,
2019, including the Debtor's exclusive period to solicit
acceptances is extended through March 29, 2019.
The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension for it is currently engaged in
a dispute with creditor, Spot Holding, over an alleged
administrative claim of over $100,000. The Debtor told the Court
that this dispute must be resolved prior to filing the Plan, as the
amount due to the creditor and whether any the amount is
characterized as an administrative claim will greatly impact the
Debtor's ability to make payments to creditors and the overall
feasibility of the Plan. The parties are in the process of
coordinating a judicial settlement conference.
About House of Floors of Palm Beach
House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/
-- provides floorcovering installations & cleaning services to both
the commercial and residential industries. The company is based in
Boca Raton, Florida.
House of Floors of Palm Beach filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition
signed by Donald Brodsky, president, the Debtor disclosed $1.09
million total assets and $1.73 million total debt. Judge Mindy A.
Mora is the case judge.
Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel.
Thomas Regan and the accounting firm of Moss, Krusick & Associates,
LLC, serve as accountants.
INNA DANCE: Disclosure Statement Approval Hearing Set for Dec. 11
-----------------------------------------------------------------
Bankruptcy Judge John K. Olson will convene a hearing on Dec. 11,
2018 at 10:30 a.m. to consider approval of Inna Dance Studio,
Inc.'s disclosure statement.
The last day for filing and serving objections to the Disclosure
Statement is Dec 4, 2018.
Upon the effective date of the Plan, Inna Maor will remain a 100%
equity shareholder in the newly reorganized Debtor. She will pay
$100 per month for the benefit of the general unsecured creditors,
pari passu, over a 36-month period starting on the Effective date
of the Plan. The total of $3,600 will be distributed quarterly
over the three year length of the Plan.
Class 1 consists of the secured and impaired claim of Ally Bank.
Class 1 claim is secured by the Debtor’s 2012 Ford E350 Van.
The
Debtor proposes to treat said claim as totally secured in the
amount of $12,367.36. Repayment shall be based upon the existing
contract, with interest rate of 6.79% with equal monthly principal
and interest payments of $344.62. The maturity date is March 4,
2021. Payments will made to Ally Bank, PO Box 78367, Phoenix, AZ
85062. There are accrued finance charges of $57.24 which will be
paid in 2 monthly installments.
Class 3 consists of the 3 allowed unsecured general claims
totaling
$20,912. The Class 3 Creditors shall share a total prorate
distribution of $3,600, which shall be paid by the principal of
the
Debtor, at the rate of $100 per month, which will be distributed
over three years in 12 quarterly payments totaling $300 per
quarter, with the first payment due on the first day of the month
following the Effective Date of the Plan, and continuing on the
first day of every quarter thereafter.
Based upon the distribution amount of $3,600, allowed unsecured
claimants will receive a distribution of approximately 17.21%.
This distribution is higher than what allowed general unsecured
claimants would receive in a hypothetical Chapter 7.
On the Effective Date, all property of the Debtor’s Estate,
including all real and personal property interests, shall vest in
the Debtor.
The funds to make the initial payments will come from the Debtor's
Bank account. Funds to be used to make cash payments pursuant to
the Plan shall derive from the Debtor's income from the Debtor's
employment.
To the extent that the Debtor wishes to prepay any amounts due
under the Plan from exempt assets or other third party sources,
the
Debtor reserves the right to do so without penalty and to seek the
entry of a final decree closing this case. The Debtor, as
reorganized, will retain and will be revested in all property of
the Estate, excepting property which is to be sold or otherwise
disposed of as provided herein, executory contracts which are
rejected pursuant to the Plan and property transferred to
Creditors
of the Debtor pursuant to the expressed terms hereof. The
retained
property shall be used by the Debtor in the ordinary course of the
Debtor's personal affairs.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y7n4jt8y from PacerMonitor.com at no charge.
About Inna Dance Studio Inc.
Inna Dance Studio, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-24219) on November
29, 2017. Inna Maor, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $50,000.
Judge John K. Olson presides over the case. Van Horn Law Group,
P.A. is the Debtor's bankruptcy counsel.
JACKSON MASONRY: $5.65M Sale of Nashville Property to ECG Approved
------------------------------------------------------------------
Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle
District of Tennessee authorized Jackson Masonry, LLC's sale of
real property located at 1200 49th Avenue North, Nashville,
Tennessee to ECG Acquisitions, LLC, for $5.65 million.
The sale is free and clear of Encumbrances. The Encumbrances on or
otherwise attached to the Property will attach to the proceeds of
the sale, except for the portion of the proceeds remaining with the
Debtor after payment of the amounts set forth in the Order.
The Debtor and the Buyer are free to close immediately under the
Agreement in accordance with the Order.
The sale approved is not subject to avoidance under Section 363(n)
of the Bankruptcy Code.
The Court has disallowed Ritzen Group, Inc.'s ostensible claim
against the Debtor. The Property therefore may be sold in the
manner set forth in the Order free and clear of any claims of
Ritzen. Ritzen and the Debtor contemplate reaching an agreement on
the amount of the Claim Reserve, which will be submitted to the
Court in the form of a separate agreed order. In the event they
cannot reach an agreement, they will set a hearing for the Court to
determine an appropriate Claim Reserve.
Until the Court enters an order establishing the Claim Reserve, the
Debtor will not use the proceeds from the sale of the Property
other than as needed to (a) pay the approved payments set forth or
(b) pay its reasonable ordinary and necessary business expenses.
Notwithstanding Bankruptcy Rule 6004(h), the Order will take effect
immediately upon entry.
About Jackson Masonry
Jackson Masonry, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 16-02065) on March 24,
2016. In the petition signed by Rogers Jackson, member, the Debtor
estimated assets and liabilities in the range of $1 million to $10
million. The case is assigned to Judge Keith M. Lundin. The
Debtor is represented by Griffin S. Dunham, Esq., at Dunham
Hildebrand, PLLC.
The Court confirmed the Debtor's Plan of Reorganization on April
19, 2017.
JOHN GILMOR: $500K Sale of Millerton Property to Lindbaeck Approved
-------------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized John D. Gilmor's sale of
the real property located at 2 Main Street, Millerton, New York to
Sven Lindbaeck for $500,000.
A hearing on the Motion was held on Oct. 30, 2018.
John D. Gilmor sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-36681) on Oct. 3, 2017. The Debtor tapped Bethany A. Ralph,
Esq., as counsel.
KESTREL ACQUISITION: Moody's Cuts Rating on Secured Loans to B1
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating assigned to
Kestrel Acquisition, LLC's credit facilities to B1 from Ba3
following a planned $150 million increase to the term loan B
amount. The rating outlook is stable.
After the incremental debt, Kestrel's senior secured credit
facilities will consist of a $550 million term loan B due 2025 and
a $40 million revolving credit facility due 2023. Proceeds from the
incremental debt will be used to pay a special dividend to Platinum
Equity, Kestrel's owner.
RATINGS RATIONALE
The one notch downgrade to B1 reflects the meaningful increase in
leverage on a sustained basis resulting in weakened financial
metrics for a longer period and higher refinancing risk. Moreover,
the payment of a large dividend eliminates the cash equity that
Platinum has invested in Kestrel which, in Moody's opinion, lessens
the economic incentive to support its investment if the project
encounters financial difficulties. Specifically, the nearly 40%
increase in size of the term loan raises the projected debt at
maturity under sensitivities tested to an estimated range of
$325-375 million, or $400-$460 kw, representing a modest debt
reduction from the initial and current $400 million debt quantum.
By comparison, previously, Moody's had expected debt at maturity to
be in a more manageable range of $200-250 million ($250-$300 kw).
From a balance sheet perspective, members equity from Platinum to
the Project at financial close was approximately $148 million.
Based on the planned dividend, this amount will be reduced to $0.
Platinum does provide a ~$70 million equity backed letter of credit
on the behalf of the Project that support business activities,
including a mandatory debt service reserve.
The rating action considers several positive developments which
should increase cash flow, including a higher-than-anticipated
capacity auction result for auction year 2022/2023. While this
outcome may support the view that future capacity auction prices
will exceed its previous expectation, PJM capacity auctions are
dependent on various external factors, including bidding behavior
and are subject to rule changes, making them difficult to predict.
Moody's also recognizes the positive financial implications
associated with firm transportation and gas supply contractual
arrangements that provide Kestrel a competitive advantage.
Specifically, these arrangements allow the Project, which is
located in the TETCO M3 access point, to source competitively
priced gas supply from TETCO M2 and earn enhanced energy margins.
Due to the proximity to production in the Marcellus and Utica
basins, M2 is the lowest priced zone on the TETCO system.
That said, there are mismatches between the maturities of the
Transportation Services Agreements (October 2022), the Energy and
Fuel Management Agreement (May 2020) and the term loan (June 2025).
A failure to renew each of the Services and Energy and Fuel
Management Agreement at similar terms would negatively impact
Kestrel's competitive advantage.
Key forecasted financial metrics for the period 2019-2021 include
debt service coverage in a range of 1.6-1.7x and cash from
operation to adjusted debt of approximately 6%. This financial
performance fall with ranges typically associated with the B-rating
category under the Power Project Finance Methodology. Projected
debt-to-EBITDA is in a range of 5.2-5.5x.
RATING OUTLOOK
The stable outlook assumes the Project achieves operational metrics
in-line with recent history, including a capacity factor in excess
of 60% and a net heat rate of approximately 7,100 Btu/KWh.
Factors that could lead to an upgrade
The rating could be upgraded should Kestrel's financial performance
allow for debt reduction in excess of its current expectations,
allowing for an expectation that approximately 50% of the term debt
will be repaid during the remaining term.
Factors that could lead to a downgrade
The rating could be downgraded if market pricing conditions or
operating performance issues cause debt-to-EBITDA to exceed 6 times
and debt service coverage to fall below 1.3 times on a sustained
basis.
The principal methodology used in these ratings was Power
Generation Projects published in June 2018.
LADY EVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Lady Eve, L.L.C.
107 Hwy 90 West
New Iberia, LA 70560
Business Description: Lady Eve, L.L.C. is an affiliate of
Mr. Steven, L.L.C., a privately held
company in New Iberia, Louisiana engaged
in the business of offshore marine vessel
leasing.
Chapter 11 Petition Date: November 16, 2018
Court: United States Bankruptcy Court
Western District of Louisiana (Lafayette)
Case No.: 18-51488
Judge: Hon. John W. Kolwe
Debtor's Counsel: Douglas S. Draper, Esq.
HELLER, DRAPER, PATRICK, HORN & MANTHEY LLC
650 Poydras St #2500
New Orleans, LA 70130
Tel: (504) 299-3300
Fax: (504) 299-3399
E-mail: ddraper@hellerdraper.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Steven J. Miguez, managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/lawb18-51488_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/lawb18-51488.pdf
LAKE BRANCH: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Lake Branch II, LLP and Roger & Merle
Nickerson Farms, LLP as of Nov. 16, according to a court docket.
About Lake Branch II
and Roger & Merle
Lake Branch II, LLP and Roger & Merle Nickerson Farms, LLP are
privately-held real estate lessors based in Wauchula, Florida.
Lake Branch is the fee simple owner of a property located at 7160
E. County Line Road, Bowling Green, Florida, valued by the company
at $2.80 million. Roger & Merle owns in fee simple a property
located at 3176 Platt Road, Wauchula, Florida, valued by the
company at $360,000.
Lake Branch II and Roger & Merle filed voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case Nos.
18-08539 and Case No. 18-08540, respectively) on Oct. 5, 2018. In
the petitions signed by Kelly L. Nickerson, general partner, Lake
Branch II disclosed $2,800,887 in assets and $2,785,877 in
liabilities. Roger & Merle disclosed $360,112 in assets and
$2,780,877 in liabilities.
Buddy D. Ford, P.A., led by founding partner Buddy D. Ford, serves
as the Debtors' counsel.
LAKEPOINT LAND: Emerson Property Rights Assignment to LP J412 OK'd
------------------------------------------------------------------
Judge Barbara Ellis-Monro of the .U.S. Bankruptcy Court for the
Northern District of Georgia authorize the assignment of LakePoint
Land, LLC ("LPL") and affiliates of their rights in the 6.544 acres
of real property known as Lots 1 and 2 of Parcel J4 of the
LakePoint Sporting Community, South Campus, LakePoint Parkway, City
of Emerson, Bartow County, Georgia, under the Sales Contract to LP
J412, LLC ("Assignee").
In addition to its obligations under the Assignment, the Assignee
will reimburse LPL for its out of pocket costs, including earnest
money, survey, geotech, and reasonable attorneys fees, incurred by
LPL in connection with the ROFR, the Sales Contract, and the
Assignment.
The 14-day stay contemplated under Rule 6004(h) of the Bankruptcy
Rules is waived.
The counsel for the Debtors is directed to serve or cause a copy of
the Order to be served on all parties on the Master Service List
within three days of the entry and file a certificate of service
with the Clerk of the Court.
About LakePoint Land
LakePoint Land, LLC was formed for the business of assembling,
acquiring, and developing a project in Bartow County, Georgia. The
project, sometimes referred to as "LakePoint Sporting Community &
Town Center" or "LakePoint Sporting Community" --
https://www.lakepointsports.com/ -- initially consisted of 1,200+
acres of real property located in Bartow County, City of Emerson,
Georgia, which LPL acquired from Blankenship & Gaskin Properties,
LLC, in August 2011 for a purchase price of $16.77 million. At
such time LPL also acquired certain other smaller in-fill
properties from other parties. In December 2012, LPL acquired an
additional 74+ acres adjacent parcel from Allatoona Distribution,
LLC for a purchase price of $9.839 million, bringing the total
project acreage to 1,274+ acres.
LPL has developed a portion of the Project known as the "South
Campus" -- i.e., an approximately 155 acre portion of the Project
located west of Interstate 75 and south of a railroad line running
just north of and parallel to Emerson-Allatoona Road -- as a mixed
use, amateur/youth sporting tournament vacation destination
centered around approximately 58 acres of indoor and outdoor
sports
tournament venues, presently including baseball, softball,
lacrosse, soccer, wake-boarding, indoor and outdoor volleyball, and
basketball, among other current facilities and uses. In 2017, the
Project attracted over 1.1 million visitors and is projected to
attract over 1.2 million visitors in 2018.
LakePoint Land, LLC and seven affiliates sought Chapter 11
protection (Bankr. N.D. Ga. Lead Case No. 18-41337) on June 11,
2018. In its petition, LakePoint Land disclosed $100,001 to
$500,000 in assets and $50 million to $100 million in liabilities.
The Hon. Barbara Ellis-Monro is the case judge.
The Debtors tapped Arnall, Golden, Gregory LLP as counsel; Vantage
Point Advisory, Inc., as financial advisor; and Garden City Group,
LLC, as claims agent.
LE-MAR HOLDINGS: Auction Sale of Substantially All Assets Approved
------------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized the bidding procedures of Le-Mar
Holdings, Inc., Edwards Mail Service, Inc., and Taurean East, LLC,
in connection with the sale of substantially all their assets, or a
portion of such assets, to highest and best bidder at auction.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 9, 2018 at 5:00 p.m. (CT)
b. Initial Bid: A total consideration to be paid by such
Bidder, including the amount of proposed cash consideration and the
liabilities to be assumed
c. Deposit: At least 5% of the purchase price proposed
d. Auction: If necessary, an Auction with respect to the
Assets will be held at the offices of Underwood Perkins P.C. 5420
LBJ Freeway, Two Lincoln Centre, Suite 1900, Dallas, Texas 75240 on
Nov. 14, 2018 at 10:00 a.m. (CT).
e. Sale Hearing: Nov. 16, 2018 at 2:00 p.m. (CT)
f. Closing: Dec. 31, 2018
g. Objection Deadline: Nov. 15, 2018 at 3:00 p.m. (CT)
h. If the Debtors do not receive any Qualified Bids with
respect to any or all of the Assets, the Debtors reserve all
rights, including the right to extend the Bid Deadline, adjourn the
auction, adjourn the hearing, and/or withdraw this Motion
i. On Nov. 7, 2018, the Debtors may but are not required to
(a) enter into a stalking horse agreement with one or more bidders
for the purpose of establishing a minimum acceptable bid(s) for the
Assets; (b) provide any Stalking Horse Bidder(s) with a break-up
fee of up to 2% of the guaranteed cash purchase price proposed in
the Stalking Horse Bid; and (c) reimburse any Stalking Horse
Bidder(s) for all reasonable and actual costs and expenses up to an
amount equal to $25,000 incurred by such Stalking Horse Bidder(s)
in connection with its bid.
As soon as practicable after the Bid Deadline, the Debtors will
serve on all Contract Counterparties an Assumption and Assignment
Notice upon all interested parties.
All valid and properly perfected liens against the Debtors' Assets
will attach to the proceeds of the Sale of the Assets.
The Auction and Sale Notice is approved. Within three business
days following the entry of the Order, the Debtors will cause the
Auction and Sale Notice to upon all Auction and Sale Notice
parties.
Any stay of the Order, whether arising from Rules 6004 and/or 6006
of the Federal Rules of Bankruptcy Procedure or otherwise, is
hereby expressly waived and the terms and conditions of the Order
will be effective and enforceable immediately upon its entry.
A copy of the Bidding Procedures and the Auction and Sale Notice
attached to the Order is available for free at:
http://bankrupt.com/misc/Le-Mar_Holdings_784_Order.pdf
About Le-Mar Holdings
Le-Mar Holdings, Inc., is a mid-sized company in the general
freight trucking business with operations in Grand Prairie,
Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin
and Lubbock.
Chuck and Tracey Edwards own approximately 63.9% of the equity
interests in Le-Mar while the Lawrence and Margie Edwards'
Grand-Children's Trust owns approximately 36.1% of the equity
interests. Le-Mar Holdings owns 100% of the equity interests of
Edwards Mail Service, Inc., and 50% of the membership interests of
Taurean East, LLC. Chuck and Tracey Edwards own 50% of the
membership interests of Taurean East.
Le-Mar Holdings, Edwards Mail and Taurean East sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed
by Chuck Edwards, its president, Le-Mar Holdings estimated assets
and liabilities of $1 million to $10 million.
Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and
Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash
Smoak & Steward, P.C., is special counsel.
The Official Committee of Unsecured Creditors formed in the case
retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel.
Colliers International North Texas, LLC, was appointed by the Court
as a real estate broker on Jan. 10, 2018.
RSG Restructuring Advisors, LLC, was appointed by the Court as
investment advisor on June 11, 2018.
LIFEPOINT HEALTH: Fitch Withdraws BB LT IDR After RCCH Merger
-------------------------------------------------------------
Fitch Ratings has withdrawn the ratings of LifePoint Health, Inc.
following the completion of its merger with RCCH Healthcare
Partners, which is held by certain funds managed by Apollo Global
Management. Fitch previously rated LifePoint Health, Inc.
'BB'/Rating Watch Negative based on the pre-closing capitalization.
KEY RATING DRIVERS
The ratings were withdrawn as Fitch will no longer have sufficient
information to maintain the ratings.
RATING SENSITIVITIES
No sensitivities apply, as the ratings were withdrawn.
FULL LIST OF RATING ACTIONS
Fitch has withdrawn the following ratings:
LifePoint Health, Inc.
-- Long-Term Issuer Default Rating (IDR) 'BB';
-- Secured bank facility 'BB+' / 'RR1';
-- Senior unsecured notes 'BB' /'RR4'.
The ratings were previously on Rating Watch Negative.
LIFEPOINT HEALTH: S&P Withdraws Ratings on RegionalCare Hosp. Deal
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Brentwood,
Tenn.-based LifePoint Health Inc. to 'B' from 'BB-'. At the same
time, S&P removed the rating from CreditWatch, where S&P placed it
with negative implications on July 24, 2018. The outlook is
stable.
S&P subsequently withdrew all ratings, including all issue-level
ratings, on LifePoint Health Inc.
The rating actions follow the completion of RegionalCare Hospital
Partners Holdings Inc.'s acquisition of LifePoint Health for about
$6 billion.
LOCKWOOD HOLDINGS: $700K Sale of Spring Assets to Pearsall Approved
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Lockwood Holdings, Inc., and
affiliates, including Eagle Lane, to sell the real property and
personal property located at 7807 Eagle Lane, Spring, Texas,
generally described as approximately 0.5510 acres of real estate
including an airplane hangar and living quarters and a "tug" and
hangar charger, to Mason Pearsall, Jr. for $700,000.
The sale is free and clear of all Liens. To the extent Harris
County has a tax lien on the Assets securing payment of any 2018
taxes not paid at Closing, the sale will not be free and clear of
such 2018 tax lien. All such Liens will attach to the remaining
cash proceeds of the transactions following the payments to the
parties pursuant to the Order, with the same validity, force,
priority and effect which they now have as against the Assets,
subject to any claims and defenses the Debtors may possess with
respect thereto.
From the cash proceeds at the Closing of the transactions
contemplated by the Pearsall PSA, the Debtors are authorized to pay
up to (but not exceeding) the amounts set forth free and clear of
Liens:
a. The Debtors' pro rata portion of year 2018 Property Taxes
on the Assets owing to Harris County - $5,000
b. Miscellaneous Other Closing Costs - $15,000
c. Coopers (as of Oct. 11, 2018) - $523,287
d. Coopers (per diem interest accrual after Oct. 11, 2018
through payoff of $84)
e. Sky Real Estate Professionals (the Buyer's broker) -
$17,500
f. The Airport (cure costs) - $1,024
g. Wells Fargo (as partial payment reducing any allowed
secured claim of Wells Fargo subject to the Debtors' right to
request usage of these funds) - $30,885
h. The Debtors - The Balance of the sale proceeds to be held
by Debtors at a financial institution of the Debtors' choosing
pending further order of the Court
Pursuant to sections 105(a) and 365 of the Bankruptcy Code, the
Debtors are authorized and directed to assume and assign the
Airport Agreement to the Purchaser upon the Closing of the
transactions, free and clear of all Liens (other than the Permitted
Encumbrances).
The total cure cost to the Airport is $1,024 that will be paid at
the Closing from the sale proceeds.
To the extent that the Airport did not timely file an objection to
the assumption and assignment of the Airport Agreement, the Airport
is deemed to have consented to (i) the assumption and assignment of
the Airport Agreement pursuant to the terms of the Order; and (ii)
the $1,024 cure cost.
The requirements set forth in Bankruptcy Rules 6003(b), 6004 and
6006 have been satisfied or otherwise deemed waived. The Purchaser
will not be required to seek or obtain relief from the automatic
stay under section 362 of the Bankruptcy Code.
As provided by Bankruptcy Rules 7062 and 9014, the terms and
conditions of the Order will be effective immediately upon entry
and will not be subject to the stay provisions contained in
Bankruptcy Rules 6004(h) and 6006(d) or any similar rule that would
delay the effectiveness of the Order. Time is of the essence in
closing the sale and the Debtors and the Purchaser intend to close
the sale and consummate the Transactions as soon as possible.
About Lockwood Holdings
Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately-owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products. The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service. Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.
Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 18-30197) on Jan. 18, 2018. Its affiliates LH
Aviation, LLC (Case No. 18-30198) and Piping Components, Inc. (Case
No. 18-30199) filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on Jan. 24, 2018.
The cases are jointly administered and are pending before Judge
David R Jones.
In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt. LH Aviation and
Piping Components estimated their assets in the range of $0 to
$50,000 and $50 million to $100 million in debt.
The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw
LLP as counsel, and Spagnoletti & Co. as their special litigation
counsel. Imperial Capital, LLC, is the Debtors' investment banker;
and jetAVIVA, LLC, is the aircraft broker. The Court appointed
Keen-Summit Capital Partners, LLC as the Debtors' real estate
broker, and Imperial Capital, LLC as their investment banker.
The U.S. Trustee appointed an official committee of unsecured
creditors. The Committee tapped McKool Smith, P.C., as its legal
counsel, and Stout Risius Ross, LLC, as financial advisor.
MARTIN MCGONAGLE: PCO Appointment Not Necessary, Court Rules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas ruled
that a patient care ombudsman is not necessary for Martin E.
McGonagle MD PA. However, the Court ordered that the ruling is
without prejudice to any party seeking the appointment of a patient
care ombudsman at a later date.
This decision of the Court was made pursuant to the hearing
conducted on November 7, 2018 regarding the appointment of a PCO
for the Debtor.
About Martin E. McGonagle MD PA
Martin E. McGonagle MD PA filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 18-44042) on October 11, 2018 and is represented by
Michael Kerry Russell, Esq. Mr. Russell may be reached at
mikekrussell@hotmail.com
MICHELLE RUTH CASH: Court Narrows Claims in M. Jackson's TAC
------------------------------------------------------------
In the case captioned MICHAEL A JACKSON, Plaintiff, v. MICHELLE
RUTH CASH, Defendant, Adversary Proceeding No. 17-10018 (Bankr.
D.D.C.), Bankruptcy Judge S. Martin Teel, Jr. granted in part and
denied in part Cash's motion to dismiss Jackson's third amended
complaint.
Cash argued that based on positions Jackson took in a civil action
in the Superior Court of the District of Columbia, he is estopped
from asserting that his signature on the Special Warrenty [sic]
Deed at issue is a forgery and that he did not sign the Deed or the
related Secured Agreement at issue in the presence of the notary,
Jacqueline Littlejohn. Cash argued that Counts I through V and VII
fail based on such estoppel and must be dismissed. Cash contended
that the statute of limitations bars Count IV, to the extent Count
IV is a quasi-contract-based claim, and Count VI. However, to the
extent the Count VI seeks any identifiable and viable equitable
remedies, Count VI shall survive.
Cash submitted three documents to show that Jackson took the
position in the Superior Court that he signed the Deed and signed
both the Secured Agreementand the Deed in the presence of
Littlejohn. Only one of these documents actually supports Cash's
contention.
Equitable estoppel is inappropriate here because Cash does not show
how she relied on Jackson's former position to her detriment. Cash
has not provided any evidence that she acted in reliance, or
omitted to act in reliance, upon Jackson's earlier position. Unlike
in Hardy, where the trustee was prevented from making the
determination whether to assume or reject the lease, there is no
evidence that Cash did, or did not, do anything in reliance on
Jackson's position that the Deed was a valid document in the
Superior Court action.
Judicial estoppel is also not warranted here because there is no
evidence that Jackson is playing "fast and loose with the courts."
The only instance Cash has provided where the Superior Court
implicitly viewed Jackson as asserting that the Deed is a valid
document is the Superior Court's determination that finding the
intent of the parties in drafting the documents was a material
question of fact.
Furthermore, Cash has not shown how she will be injured or
prejudiced if the court allows Jackson to proceed with his
allegations that his signature and the notarizations are forgeries.
Cash does not say how Jackson would receive an unfair advantage
over her. In fact, the opposite is more likely to be true. Cash can
always assert Jackson's previous admissions to impeach Jackson's
testimony. Accordingly, if any advantage can be taken, Cash is the
party with the advantage. Accordingly, judicial estoppel does not
apply.
Regarding Count VI of the complaint, the Court finds that the
statute of limitations bars Count VI to the extent that it is a
cause of action at law seeking damages on a breach of contract
claim and the Court grants dismissal as to Count VI to that extent.
The bankruptcy case is in re: MICHELLE RUTH CASH, Chapter 11,
Debtor, Case No. 16-00663 (Bankr. D.D.C.).
A copy of the Court's Memorandum Decision and Order dated Oct. 29,
2018 is available at https://bit.ly/2PHMDrb from Leagle.com.
Michael A Jackson, Plaintiff, represented by Clarissa Thomas,
CTEDWARDS, PC.
Michelle Ruth Cash, Defendant, represented by Jeffrey L. Tarkenton
-- jeffrey.tarkenton@wbd-us.com -- Womble Bond Dickinson (US) LLP.
MICHELLE RUTH CASH: M. Jackson Loses Bid for Partial Summary Ruling
-------------------------------------------------------------------
The adversary proceeding captioned MICHAEL A JACKSON, Plaintiff, v.
MICHELLE RUTH CASH, Defendant, Adversary Proceeding No. 17-10018
(Bankr. D.D.C.) relates to property located at 1235 Irving Street,
NE, Washington, D.C. 20017. The plaintiff, Michael A. Jackson, has
filed a Motion for Partial Summary Judgment seeking a judgment in
his favor on his breach of contract and unjust enrichment claims.
The debtor, Michelle Ruth Cash, as the defendant in this adversary
proceeding, has filed an Opposition to Plaintiff Michael A.
Jackson's Motion for Partial Summary Judgment and Cross-Motion for
Partial Summary Judgment seeking a ruling that Jackson executed the
Special Warranty [sic] Deed for the Property that Cash recorded
with the District of Columbia Recorder of Deeds, that Jackson's
breach of contract and unjust enrichment claims are time-barred by
the statute of limitations, that she did not breach the contract,
and that Jackson is not entitled to equitable relief because of
unclean hands.
Bankruptcy Judge S. Martin Teel, Jr. has dismissed the breach of
contract claim, Count VI, to the extent it seeks a legal remedy, as
time-barred by the statute of limitations in its Memorandum
Decision and Order re Defendant's Motion to Dismiss. Accordingly,
the parts of the Motion and Cross-Motion relating to the breach of
contract claim are moot and will be dismissed. Judge Teel denies
the remainder of Jackson's Motion; grants in part Cash's
Cross-Motion to dismiss Jackson's unjust enrichment claim; and,
finally, denies Cash's Cross-Motion.
Cash contends that Jackson's unjust enrichment claim must be
dismissed as time-barred because the underlying contract is also
time-barred. Cash's analysis is focused on Count IV as an
alternative to Jackson's breach of contract claim. The court agrees
that unjust enrichment is time-barred insofar as it is based on the
same acts as Jackson's breach of contract claim and relates to
Jackson conveying the Property to Cash under the Secured Agreement.
However, there may be other theories of unjust enrichment supported
under Count IV that are not time-barred by the statute of
limitations.
Nov. 12, 2012, is more than three years prior to the filing of this
adversary proceeding on May 19, 2017, and more than three years
before Cash filed her petition commencing the bankruptcy case on
December 27, 2016. Therefore, the case is time-barred by the
statute of limitations unless the statute was tolled. Jackson
contends that the statute of limitations had been tolled by his
Superior Court cases. However, the court rejected this tolling
argument in its Memorandum Decision and Order re Defendant's Motion
to Dismiss, and for the same reasons stated therein, the court
rejects that argument again here. Accordingly, Jackson's unjust
enrichment claim insofar as it is based on the same acts as his
breach of contract claim, is barred by the statute of limitations.
However, to the extent that Count IV extends to other theories of
unjust enrichment, for example, a theory that Jackson continues to
bestow a benefit on Cash by making mortgage payments that Cash is
unjustly retaining, or a theory that Cash converted the Property by
recording a forged deed, and to the extent that those theories
cover acts occurring in the three years preceding the filing of the
bankruptcy case, and thus subject to tolling under 11 U.S.C.
section 108(c), such claims would still survive.
The court holds that Jackson's unjust enrichment claim, insofar as
it is based on the same acts as Jackson's breach of contract claim,
is time-barred and must be dismissed, and the court will dismiss
Count IV to that extent. Moreover, Jackson's Motion seeking summary
judgment on his unjust enrichment claim must be denied. However,
the court will not dismiss Count IV to the extent that it applies
to other claims of unjust enrichment.
Cash's Cross-Motion requests a judgment finding that Jackson has
signed the Deed. Jackson claims there is a dispute as to whether he
has signed the Deed. Jackson alleges in his opposition to Cash's
Cross-Motion to not have signed the Deed in the record. However,
this is a mere allegation that was not supported by any evidence.
Not even Jackson's affidavit supported this claim. There was, on
the other hand, sufficient evidence to support that Jackson had
signed the Deed, specifically, a copy of the Deed had been provided
by both Cash and Jackson, and that copy of the Deed had what
appeared to be Jackson's signature. Additionally, Jackson submitted
two affidavits testifying that he "agreed to convey the real
property to Defendant pursuant to a ' Special Warrenty Deed.' While
Jackson's affidavits did not specifically say that Jackson signed
the Deed, they also did not support the proposition that Jackson
did not sign the Deed. A mere allegation is not sufficient to
overcome an established fact in a motion for summary judgment.
Accordingly, this allegation, without more would not be sufficient
to overcome Cash's motion for summary judgment.
In sum, Jackson's Motion insofar as it seeks summary judgment on
Jackson's claim of breach of contract, is dismissed as moot. The
remainder of Jackson’s motion is otherwise denied. The part of
Cash's Cross-Motion seeking summary judgment dismissing Jackson's
unjust enrichment claim is granted in part and a the Court
dismisses Count IV with prejudice, as time-barred by the statute of
limitations, to the extent it is based on the same acts as the
claim for breach of contract.
The bankruptcy case is in re: MICHELLE RUTH CASH, Chapter 11,
Debtor, Case No. 16-00663 (Bankr. D.D.C.).
A copy of the Court's Memorandum Decision and Order dated Oct. 29,
2018 is available at https://bit.ly/2TpGlKN Leagle.com.
Michael A Jackson, Plaintiff, represented by Clarissa Thomas,
CTEDWARDS, PC.
Michelle Ruth Cash, Defendant, represented by Jeffrey L. Tarkenton
-- jeffrey.tarkenton@wbd-us.com -- Womble Bond Dickinson (US) LLP.
MID-SOUTH GEOTHERMAL: Plan Pretrial Conference Set for Dec. 4
-------------------------------------------------------------
Bankruptcy Judge David S. Kennedy conditionally approved Mid-South
Geothermal, LLC's disclosure statement referring to a chapter 11
plan dated Sept. 4, 2018.
Nov. 26, 2018 is fixed as the last day for filing written
objections to the plan, and for filing written acceptances or
rejections of the plan.
A Pretrial Conference on confirmation of the plan is set for Dec.
4, 2018 at 11:00 a.m. in Courtroom 945 at 200 Jefferson Avenue,
Memphis, TN.
The Troubled Company Reporter previously reported that Class 6
under the plan consists of the general unsecured creditors.
Unsecured debt will be converted to equity and be paid a priority
amount from annual net profits for 10 years.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/tnwb18-21498-82.pdf
About Mid-South Geothermal
Mid-South Geothermal, LLC, installs geothermal heating and cooling
systems for large commercial projects. Its principal place of
business is located at 28 Superior Lane Gray, Kentucky.
Mid-South Geothermal filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tenn. Case No. 18-21498) on Feb. 20, 2018, listing
$2.04 million in total assets and $2.14 million in total
liabilities. The petition was signed by Scott W. Triplett,
president. Judge David S. Kennedy presides over the case. Steven
N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, serves
as
the Debtor's bankruptcy counsel.
MITCH KASPEREK: $925K Sale of Chicago Property to Bosak Approved
----------------------------------------------------------------
Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Mitch Kasperek's sale of the real
and personal property, commonly known as 4926-50 West Grand Avenue,
Chicago, Illinois to Boguslaw Bosak or his designee for $925,000.
The sale is free and clear of all liens, encumbrances, and claims.
The sale proceeds will attach to those interests and are to be paid
in order of priority.
The closing of the Sale of the Property will take place within 45
days after the entry of the Order, pursuant to the terms of the
Contract.
Should the Purchaser fail to close as set forth, the Debtor may
include the sale of the Property under the terms and conditions of
a Plan of Reorganization, without further order of Court.
The Debtor is authorized to assume and assign the Lease to the
Purchaser, free and clear of all claims, and to deliver to
Purchaser such documents or other instruments as may be necessary
to assign and transfer the Lease to Purchaser, as provided in the
Contract.
The provisions of the Order authorizing the transfer of the
Property and will be self-executing. The provisions of Fed. R.
Bankr. P. 6004(h) are waived, and the Order will be effective
immediately.
Mitch Kasperek sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 17-16855) on May 31, 2017.
Counsel for the Debtor:
M. Etyk Nowicki, Esq.
M. ERYK NOWICK & ASSOCIATES, P.C.
250 Parkway Drive, Suite 150
Lincolnshire, IL 60069
Telephone: (847) 325-5020
E-mail: menowicki@menolaw.com
MJW FILMS: U.S. Trustee Forms 5-Member Committee
------------------------------------------------
The Office of the U.S. Trustee on Nov. 16 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of MJW Films, LLC and J Wick Productions, LLC.
The committee members are:
(1) Diamond Family Holdings, LLP
2700 N. Central Ave., 9th Floor
Phoenix, AZ 85004
Phone: 602-241-1500
Fax: 602-234-1867
Email: rms@semplecpa.com
(2) Steven Gervais
12229 S. Honah Lee Ct.
Phoenix, AZ 85044
Phone: 602-390-1535
Email: sgervais@svdpaz.org
(3) David Larcher
2425 E. Camelback Road, Suite 750
Phoenix, AZ 85016
Phone: 602-866-0900
Email: dlarcher@vestar.com
(4) RMS Family LLC
2700 N. Central Ave., 9th Floor
Phoenix, AZ 85004
Phone: 602-241-1500
Fax: 602-234-1867
Email: rms@semplecpa.com
(5) B. Scott Weisenburger
3421 E. Claremont
Paradise Valley, AZ 85253
Phone: 602-722-3911
Email: sweisenburger12@gmail.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 MJW Films and JW Films
MJW Films, LLC and J Wick Productions, LLC are movie production
companies based in Gilbert, Arizona.
MJW Films and J Wick filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case no.
18-12874) on Oct. 22, 2018. In the petitions signed by John
Glassgow, designated representative, the Debtors estimated $1
million to $10 million in both assets and liabilities. Patrick A.
Clisham, Esq. at Engelman Berger, P.C., represents the Debtors.
MOORE CHROME: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on Nov. 16 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Moore Chrome Products Company.
About Moore Chrome Products Company
Moore Chrome Products Company is a privately-held company engaged
in the business of plating of metals or formed products.
Moore Chrome Products sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-33177) on Oct. 11,
2018. In the petition signed by Scott W. Backus, president, the
Debtor estimated assets of less than $50,000 and liabilities of $1
million to $10 million. Judge John P. Gustafson presides over the
case. The Debtor tapped Diller and Rice, LLC as its legal counsel.
NICHOLS BROTHER: $200K Sale of NBI's Interest in Oil Wells Approved
-------------------------------------------------------------------
Judge Terrence L. Michael of the U.S. Bankruptcy Court for the
Northern District of Oklahoma authorized Nichols Brothers, Inc. and
its affiliates to sell NBI Properties, Inc.'s sale of "non-op"
working interests in oil and gas leases and wells to Unit Petroleum
Co. for $200,000.
The sale is free and clear of all liens, claims, interests and
encumbrances.
The hearing on the Motion set for Nov. 8, 2018, is stricken as
moot.
About Nichols Brothers
Nichols Brothers, Inc., and its subsidiaries are primarily focused
on oil and gas production operating 400 producing wells, which are
generally considered "stripper wells" in the industry. The
business group is owned and operated by Richard and Orville
Nichols. Nichols Brothers is headquartered in Tulsa, Oklahoma.
Nichols Brothers and its subsidiaries filed voluntary petitions
(Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the
petition signed by Richard Nichols, president, Nichols Brothers
disclosed $10,388 in assets and $32.87 million in liabilities. The
case is assigned to Judge Terrence L. Michael.
Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt,
Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel;
Padilla Law Firm, serves as special counsel to the Debtor; and
Koehler & Associates, Inc., as its chief restructuring officer.
The U.S. Trustee for Region 20 on June 22, 2018, appointed an
official committee of unsecured creditors. The Committee retained
Rosenstein Fist & Ringold, as counsel.
NINE WEST: Plan Confirmation Hearing Set for Jan. 28
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
approved the disclosure statement explaining Nine West Holdings
Inc., et al.'s first amended joint plan of reorganization.
Confirmation of the Plan will be considered at a hearing commencing
at 10:00 a.m. Prevailing Eastern Time on January 28, 2019.
January 14, 2019, at 4:00 p.m., prevailing Eastern Time, is the
Voting Deadline unless otherwise extended by the Debtors, with the
reasonable consent of the Requisite Consenting Lenders, and
reflected in the Voting Report. January 21, 2019, at 4:00 p.m.,
prevailing Eastern Time, is the date by which the Voting Report
must be filed.
The Official Committee of Unsecured Creditors filed a motion
requesting standing to pursue certain estate claims on October 5,
2018. The Debtors contend that the proposed Plan embodies a
comprehensive settlement of certain causes of action that the
Debtors may have against Sycamore Partners Management, L.P., and
KKR Credit Advisors (US) LLC, as well as the Debtors' lenders and
certain intercreditor and intercompany disputes.
The Committee's Standing Motion and issues relating to the Court's
consideration of the Settlement, including under Federal Rule of
Bankruptcy Procedure 9019, will be heard at the Confirmation
Hearing. The Committee intends to object to the Plan on a variety
of grounds not limited to the Settlement and the Committee's
Standing Motion.
The Debtors and those parties in interest supporting confirmation
of the Plan, and the Committee, the Ad Hoc Group of Unsecured
Noteholders of Nine West Holdings, Inc. et al., U.S. Bank National
Association, solely in its capacity as Trustee for the 8.250%
Senior Notes due 2019, Wilmington Savings Fund Society, FSB, solely
in its capacity as Indenture Trustee for the 6.125% Senior Notes
due 2034, and any other parties in interest objecting to
confirmation of the Plan intend to present their positions at the
Confirmation Hearing.
The Debtors anticipates that the general unsecured claims is in the
amount of $165 million.
The Restructuring Transactions contemplated by the Plan will be
consummated on January 31, 2019, and the Debtors will emerge from
chapter 11 at that time.
The Court also issued a bridge order extending the Debtors'
exclusive period to file a plan and solicit acceptances of that
plan through and including the later of (i) December 13, 2018, and
(ii) the date on which the Court enters an order with respect to
the relief requested by the Motion.
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/casb18-10947-845.pdf
A solicitation version of the First Amended Plan is available at:
http://bankrupt.com/misc/nysb18-10947-868.pdf
The Debtor is represented by:
James H.M. Sprayregen, Esq.
Christopher J. Marcus, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
-- and --
James A. Stempel, Esq.
Joseph M. Graham, Esq.
Angela M. Snell, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
About Nine West
Nine West Holdings Inc. is a footwear, accessories, women's
apparel, and jeanswear company with a portfolio of brands that
includes Nine West, Anne Klein, and Gloria Vanderbilt. The company
is a wholesale partner to major U.S. retailers and has
international licensing arrangements covering more than 1,200
points of sale around the world.
In April 2014, Sycamore Partners Management, L.P., acquired The
Jones Group Inc. for $2.2 billion via leveraged buyout. As part of
the transaction, The Jones Group merged with several affiliates,
and the newly merged company was renamed as Nine West Holdings.
On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
18-10947) to right size their balance sheet, sell the Nine West
Group's assets, and execute on their turnaround strategy to
concentrate exclusively on their One Jeanswear Group, Kasper Group,
The Jewelry Group, and Anne Klein businesses.
In addition to the chapter 11 cases, Jones Canada, Inc., and Nine
West Canada LP commenced foreign insolvency proceeding under the
Bankruptcy and Insolvency Act in Canada.
The Hon. Shelley C. Chapman is the U.S. case judge.
The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres &
Co. As investment banker; Alvarez & Marsal North America LLC as
interim management and financial advisory services provider;
Consensus Advisory Services LLC and Consensus Securities LLC as
investment banker in connection with the sale of intellectual
property associated with the Nine West and Bandolino brands;
Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as
auditor and accountant.
Munger, Tolles & Olson LLP is serving as the company's independent
counsel, rendering services at the direction of independent
directors Alan Miller and Harvey Tepner. Berkeley Research Group is
serving as independent financial advisor, rendering professional
services at the direction of the Independent Directors.
Prime Clerk LLC is the claims and noticing agent.
The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk &
Wardwell LLP as counsel; and Ducera Partners LLC as financial
advisor.
The Ad Hoc Crossover Group of Secured and Unsecured Term Loan
Lenders tapped King & Spalding LLP as counsel and Guggenheim
Securities, LLC, as financial advisor.
Brigade Capital Management, LP, a party to the RSA tapped Kramer
Levin Naftalis & Frankel LLP as counsel.
The Official Committee of Unsecured Creditors tapped Akin Gump
Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc.,
as investment banker; and Protiviti Inc. as financial advisor and
forensic accountant.
Sycamore Partners Management, L.P., owner of 90.2% of the equity
interests in the debtors, tapped Proskauer Rose LLP as counsel.
Authentic Brands, which bought Nine West's IP assets, tapped DLA
Piper Global Law Firm as counsel.
* * *
The Debtors filed a Chapter 11 plan that's based on a restructuring
support agreement signed with certain members of the Secured Lender
Group, certain members of the Crossover Group, and Brigade, who
collectively hold over 78 percent of the company's secured term
loan and over 89 percent of the unsecured term loan.
In an auction on June 8, 2018 for the company's Nine West,
Bandolino and associated brands, brand developer and marketing
company Authentic Brands Group outbid shoe retailer DSW Inc. The
winning bid of Authentic Brands' ABG-Nine West LLC was $340 million
in cash and other consideration, which is $140 million more than
ABG's stalking horse bid.
The official committee of unsecured creditors has filed a motion
seeking to conduct an examination of and seek discovery from the
Debtors and third parties pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure. The Committee says its initial
investigation indicates there are a number of potential estate
claims arising from the 2014 LBO.
NJOY INC: Court Dismisses Red Head, FMIC Suit vs H.T. Hackney
-------------------------------------------------------------
District Judge Joseph M. Hood granted Plaintiffs Red Head Oil, Inc.
and Federated Mutual Insurance Company and Defendant The H.T.
Hackney Company's motion to dismiss the case captioned RED HED OIL,
INC., doing business as REDI MART No. 9, et al., Plaintiffs, v. THE
H.T. HACKNEY CO., et al., Defendants, Civil Case No.
5:17-cv-180-JMH (E.D. Ky.).
Plaintiffs Red Head Oil, Inc. and Federated Mutual Insurance
Company and Defendant The H.T. Hackney Company moved the Court for
voluntary dismissal. The moving parties have notified the Court
that a settlement has been reached and moved for dismissal of the
claims with prejudice.
Red Head and Federated brought the products liability lawsuit in
March 2017 in Madison Circuit Court against seven defendants.
Defendant Logic Technology Development removed the case to federal
court in April 2017 based on diversity jurisdiction pursuant to 28
U.S.C. sections 1441 and 1332.
On May 3, 2017, the matter was stayed as to Defendant NJoy, Inc.
after NJoy filed a suggestion of Chapter 11 bankruptcy.
Subsequently, all claims against Defendants Swisher International,
Inc., Logic Technology Development LLC, Spark Industries LLC, R.J.
Reynolds Vapor Company, and Fontem Ventures B.V. were dismissed.
Thus, H.T. Hackney and NJoy became the only remaining defendants in
this action.
The current stipulation of dismissal is signed by counsel for Red
Head Oil, Federated Mutual Insurance, and H.T. Hackney, but is not
signed by counsel for NJoy. As a result, the current stipulation of
dismissal is not signed by all parties who have appeared in the
action.
Here, dismissal is proper under Rule 21. The only issue with the
motion under Fed. R. Civ. P. 41(a)(1)(A)(ii) is that all parties
that have appeared have not signed the voluntary stipulation of
dismissal because NJoy has not signed the stipulation. Still, all
other parties have agreed to the stipulation of dismissal.
Additionally, NJoy, the only nonmoving party, will not suffer any
prejudice because of the dismissal. NJoy has likely spent little
time and invested few resources in defending this action
considering the pending bankruptcy action and current stay of the
claims as to NJoy. Furthermore, there has been no excessive delay
on the part of the Plaintiffs. The Plaintiffs have diligently
prosecuted this case as evidenced by the settlement of all
remaining claims against H.T. Hackney. Finally, the moving parties
have provided good reasons for the proposed dismissal and there are
no pending motions for summary judgment. As a result, dismissal of
all claims against Defendant H.T. Hackney is proper under Rule 21.
A copy of the Court's Memorandum Order and Opinion dated Oct. 29,
2018 is available at https://bit.ly/2OTCtOz from Leagle.com.
Red Hed Oil, Inc., doing business as Redi Mart No. 9 & Federated
Mutual Insurance Company, Plaintiffs, represented by James Joseph
Englert -- JEnglert@Rendigs.com -- Rendigs, Fry, Kiely & Dennis,
LLP, Jonathan Phelps Saxton, Rendigs, Fry, Kiely & Dennis, LLP & W.
Jonathan Sweeten -- JSweeten@Rendigs.com -- Rendigs, Fry, Kiely &
Dennis, LLP.
NJoy Inc., Defendant, represented by Michael G. Busenkell --
mbusenkell@gsbblaw.com -- Gellert Scali Busenkell and Brown LLC.
About Njoy, Inc.
Headquartered in Scottsdale, Arizona, NJOY sold e-cigarettes and
vaping products to wholesalers, distributors and retailers.
NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The
petition was signed by Jeffrey Weiss, general counsel and interim
president.
The case is assigned to the Hon. Christopher S. Sontchi.
NJOY hired Gellert Scali Busenkell & Brown, LLC, as counsel,
Sierraconstellation Partners, LLC, as financial advisor, and
Cohnreznick Capital Markets Securities Investment LLC as
investment
banker.
The official committee of unsecured creditors tapped Fox
Rothschild
LLP as counsel.
Jeoffrey L. Burtch, the Chapter 11 Trustee for Njoy, Inc., hired
Cozen O'Connor, as counsel.
The Court in July 2017 agreed to convert the Chapter 11 bankruptcy
of NJOY Inc. to a Chapter 7, following a $30 million asset sale
and
the departure of its last remaining executive.
NORDAM GROUP: Unsecured Creditors to Get 100% Under the Plan
------------------------------------------------------------
The NORDAM Group, Inc. together with its debtor affiliates namely,
Nacelle Manufacturing 1 LLC, Nacelle Manufacturing 23 LLC,
PartPilot LLC, and TNG DISC, Inc., filed a disclosure statement
explaining its Chapter 11 plan of reorganization dated November 12,
2018.
Under the Plan, all holders of allowed Priority Non-Tax Claims,
allowed Other Secured Claims, allowed Prepetition Credit Facility
Claims, and allowed General Unsecured Claims will receive payment
in full on account of their Claims. Intercompany Claims and
Intercompany Interests (Classes 5 and 6) will be reinstated and
paid in the ordinary
course. Existing NORDAM Parent Interests (Class 7) will be
converted into shares of NewCo in
accordance with the Tax-Free Reorganization.
Holders of Class 4 - General Unsecured Claims, with an estimated
allowed amount of $55,000,000 to $65,000,000, is estimated to
recover 100%. Class 4 Claims are Unimpaired. Each holder of an
Allowed General Unsecured Claim will receive: (i) payment of the
unpaid portion of its Allowed General Unsecured Claim in accordance
with its terms in the ordinary course; or (ii) such other treatment
rendering its Allowed General Unsecured Claim unimpaired.
Distributions under the Plan will be funded with the Debtor's Cash
on hand and with the proceeds from the exit facilities. The
Debtors will enter into senior secured credit facilities composed
of a $[_] million term loan and $[_] million revolving credit
facility.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb18-11699-658.pdf
The Debtors are represented by:
Ray C. Schrock, Esq.
Ryan Preston Dahl, Esq.
Jill Frizzley, Esq.
Daniel Gwen, Esq.
WEIL, GOTSHAL & MANGES, LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: Ray.Schrock@weil.com
Ryan.Dahl@weil.com
Jill.Frizzley@weil.com
Daniel.Gwen@weil.com
-- and --
Daniel J. DeFranceschi, Esq.
Paul Heath, Esq.
Brett M. Haywood, Esq.
Megan E. Kenney, Esq.
RICHARDS, LAYTON & FINGER, P.A.
910 N. King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: DeFranceschi@rlf.com
Heath@rlf.com
Haywood@rlf.com
Kenney@rlf.com
About The Nordam Group
Founded in 1969 on family values with multiple,
strategically-located operations and customer support facilities
around the world, Tulsa-based NORDAM is a leading independently
owned aerospace company. The firm designs, certifies and
manufactures integrated propulsion systems, nacelles and thrust
reversers for business jets; builds composite aircraft structures,
interior shells, custom cabinetry and radomes; and manufactures
aircraft transparencies, such as cabin windows, wing-tip lens
assemblies and flight deck windows. NORDAM also is a major
third-party provider of maintenance, repair and overhaul services
to the military, commercial airline and air freight markets.
Facing outstanding funded debt of about $286 million, The NORDAM
Group, Inc., and four affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-11699) on July 22, 2018.
The Debtors tapped Weil Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., as counsel; Davis Graham & Stubbs LLP, as special
counsel; Huron Consulting, LLC, as financial advisor; Guggenheim
Securities, LLC, as investment banker; and Epiq Corporate
Restructuring, LLC, as the claims and noticing agent.
On Aug. 1, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Cole Schotz P.C. and Morrison & Foerster LLP as its legal counsel,
Jefferies LLC as investment banker, and Zolfo Cooper, LLC, as
bankruptcy consultant and financial advisor.
NORSKE SKOGINDUSTRIER: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Debtor: The Bankruptcy Estate of Norske
Skogindustrier ASA
c/o Tom Hugo Ottesen
1752 Vika
Osla 0122
Norway
Business Description: Norske Skogindustrier is a Norwegian
limited liability company that acted as
the ultimate parent company for various
paper production subsidiaries and
holding companies. Up until Dec. 19,
2017, Norske Skogindustrier, through
its subsidiaries, operated paper mills
in Norway, Austria, France, Brazil,
Australia and New Zealand.
Foreign Proceeding
in Which Appointment
of the Foreign
Representative
Occurred: Case No. 17-198212KON-OBYF/1,
Oslo County Court
Chapter 15
Petition Date: November 16, 2018
Court: United States Bankruptcy Court
Southern District of New York
(Manhattan)
Chapter 15 Case No.: 18-13571
Judge: Hon. Stuart M. Bernstein
Foreign
Representative: Tom Hugo Ottesen
Haakon VIIs Street 10
Oslo Postal Address
Kvale Advokatfirma, DA,
P.O. Box 1752, Vika 0122
Oslo, Norway
Foreign
Representative's
Counsel: Warren E. Gluck, Esq.
Richard A. Bixter, Jr., Esq.
Sheila (Qian) Shen, Esq.
HOLLAND & KNIGHT LLP
31 West 52nd Street
New York, NY 10019
Tel: 212-513-3200
Fax: 212-385-9010
E-mail: warren.gluck@hklaw.com
richard.bixter@hkalw.com
qian.shen@hklaw.com
Total Assets
as of Dec. 19, 2017: EUR 287 million
Total Liabilities
as of Dec. 19, 2017: EUR 924 million
A full-text copy of the Chapter 15 Petition is available for free
at:
http://bankrupt.com/misc/nysb18-13571.pdf
NSC WHOLESALE: Allowed to Use Cash Collateral on Interim Basis
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has authorized NSC Wholesale Holdings and its
debtor-affiliates to use cash collateral subject to the terms and
conditions set forth in the Interim Order and the Budget.
As a condition to the authorization to use cash collateral, the
Prepetition Lender requires and the Debtors have agreed that the
cash collateral will be used solely for: (a) working capital; (b)
other general corporate purposes of the Debtors; (c) permitted
payment of costs of administration of the Chapter 11 Cases; (d)
payment of such prepetition expenses set forth in the Budget or as
otherwise consented to by the Prepetition Lender; payment of
interest, fees and expenses; (f) payment of certain adequate
protection amounts to the Prepetition Lender; and (g) payment of
the Carve-Out.
Pursuant to that certain Amended and Restated Credit Agreement,
Capital One National Association provided revolving and term loan
credit and other financial accommodations to, and issued letters of
credit for the account of, NSC Wholesale, as Borrower, and other
Debtors as the guarantors. As of the Petition Date, the principal
amount of Loans outstanding under the Prepetition Facility was not
less than $9,331,000. Pursuant to the Loan Documents, the
Prepetition Loan Parties granted Capital One a security interest in
and continuing lien on substantially all of their assets and
property (other than leasehold interests).
Capital One is granted a continuing, valid, binding, enforceable
and perfected postpetition security interests in and lien on all
prepetition collateral and all other prepetition and postpetition
real and personal assets of the Debtors to the same extent,
validity and priority as existed on the Prepetition Collateral on
the Petition Date.
In addition, Capital One is granted an allowed superpriority
administrative expense claim in each of the Chapter 11 Cases and
any successor cases as further adequate protection of the interests
of Capital One in the prepetition collateral against any diminution
in value of such interests. The Adequate Protection Superpriority
Claims will have priority over all administrative expense claims
and unsecured claims against the Debtors or their estates.
The Debtors are also authorized and directed to provide Capital One
cash payment of interest at the default rate.
Until the indefeasible payment in full of all Prepetition Loan
Obligations, the Debtors will: (a) insure the Postpetition
Collateral as required under the Prepetition Loan Documents; and
(b) maintain the cash management system in effect as of the
Petition Date.
Under the Interim Order, the occurrence of any of the following
events will constitute an event of default:
(a) Failure of the Debtors to perform, in any respect, any of
the terms, provisions, conditions, covenants, or obligations under
the Interim Order;
(b) Any variances from the Budget in excess of the Permitted
Variances;
(c) Failure of the Debtors to obtain entry of a Final
Liquidation Order on or before November 15, 2018;
(d) Failure of the Debtors to obtain entry of a Bidding
Procedures Order approving the bidding process set forth in the
Sale and Bidding Procedures Motion on or before November 5, 2018;
(e) Debtors' failure (i) to have commenced liquidation sales
at each of its store locations consistent with the Liquidation
Order, and (ii) to maintain and continue such liquidation sales, in
each case, with such sales to be conducted by the Debtors in a
commercially reasonable manner aimed at maximizing the net proceeds
received on account of the sale of the Prepetition Collateral; or
(f) Failure of the Debtors to comply with any of the
provisions of any Liquidation Order or Bidding Procedures Order.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/deb18-12394-44.pdf
About NSC Wholesale Holdings
NSC Wholesale Holdings LLC and its subsidiaries own and operate a
chain of 11 general merchandise close-out stores located in four
states: Massachusetts, New Jersey, New York and Pennsylvania.
NSC Wholesale Holdings and its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 18-12394) on Oct. 24, 2018.
In the petition signed by Scott Rosen, CEO, NSC Wholesale Holdings
estimated $10 million to $50 million in assets and liabilities.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as counsel;
Getzler Henrich & Associates LLC as financial advisor; SSG
Advisors, LLC as investment banker; and Omni Management Group, Inc.
as claims & noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, on Nov. 5, 2018,
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.
OFF THE GRID: Has Authority to Use Cash Collateral on Final Basis
-----------------------------------------------------------------
The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court of the
Central District of California authorized Off The Grid, LLC and
Centrally Grown Holdings, LLC to use cash collateral on a final
basis in accordance with their Stipulation with secured creditors
serviced by San Luis Financial, Inc.
A copy of the Order is available at
http://bankrupt.com/misc/cacb18-11352-120.pdf
About Off the Grid
Founded in 2009, Off The Grid LLC is a privately-held company in
San Simeon, California, that leases real estate properties.
Centrally Grown Holdings, LLC owns the Centrally Grown restaurant
and bar, which serves craft cocktails, local beers and wine. Both
companies are affiliates of Red Mountain Farms, LLC.
Off The Grid sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-10399) on March 20, 2018.
Centrally Grown Holdings filed for Chapter 11 protection (Bankr.
C.D. Cal. Case No. 18-10624) on April 24, 2018. Red Mountain Farms,
LLC sought bankruptcy protection (Bankr. C.D. Cal. Case No.
18-10202) on Feb. 14, 2018. The cases are jointly administered
under Case No. 18-10399.
These cases were dismissed without a bar to refiling on or about
July 25, 2018. Debtors were represented by Finney Arnold, LLP as
debtor counsel in filing their voluntary petitions.
On Aug. 17, 2018, the Debtors sought protection under Chapter 11 of
the Bankruptcy Code -- Off The Grid, LLC (Bankr. C.D. Cal. Case No.
18-11352); Centrally Grown Holdings (Bankr. C.D. Cal. Case No.
18-11353); and Red Mountain Farms, LLC (Bankr. C.D. Cal. Case No.
18-11354) -- on Aug. 17, 2018. The cases are jointly administered
under Case No. 18-11352.
In the petitions signed by David Robertson, member, Off The Grid
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Centrally Grown Holdings estimated $1
million to $10 million in assets and $1 million to $10 million in
liabilities.
Judge Deborah J. Saltzman presides over the cases.
PACIFIC DRILLING: Nov. 19 Extraordinary General Meeting Set
-----------------------------------------------------------
Pacific Drilling S.A. (OTC: PACDQ) ("Pacific Drilling" or the
"Company") on Nov. 9 disclosed that it has provided a Notice of
Extraordinary General Meeting of Shareholders and Proxy Statement
(the "Notice") for an Extraordinary General Meeting to be held on
November 19, 2018.
The Notice is being distributed to the Company's common
shareholders of record as of Sept. 28, 2018 in advance of the
Extraordinary General Meeting, which will be held on Nov. 19, 2018,
at 10:00 a.m. (Central European Time) at the Company's registered
office, located at 8-10 Avenue de la Gare, L-1610 Luxembourg.
The Notice is available on the Company website at
www.pacificdrilling.com in the "Events & Presentations" subsection
of the "Investor Relations" section.
The Company anticipates that promptly following the Extraordinary
General Meeting on Nov. 19, 2018 and satisfaction or waiver of all
conditions precedent to the effectiveness of the Company's Modified
Fourth Amended Joint Plan of Reorganization, the Company will
emerge from its Chapter 11 proceedings.
About Pacific Drilling
Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater and
complex well construction services. Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion. The average
useful life of a drillship exceeds 25 years.
On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.
Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP and Jones
Walker LLP as special counsel; and Prime Clerk LLC as claims and
noticing agent.
The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.
The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.
The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.
The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.
PGHC HOLDINGS: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Nov. 15 appointed
three creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of PGHC Holdings, Inc. and its
affiliates.
The committee members are:
(1) McDonalds Corporation
Attn: Amy Mahtesian
2915 Jorie Boulevard
Oak Brook, IL 60523
Phone: 630-623-4095
(2) Pepsico
Attn: Eric Cassetty
1100 Reynolds Blvd.
Winston Salem, NC 27105
Phone: 336-896-5597
(3) Regency Centers L.P.
Attn: Ernst Bell
One Independence Drive, Suite 114
Jacksonville, FL
Phone: 904-598-7685
Fax: 909-354-6094
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 PGHC Holdings
PGHC Holdings, Inc. and its subsidiaries are owner-operators of
quick-service restaurants in New England under the Papa Gino's and
D'Angelo Grilled Sandwiches brands. Founded in 1961, Papa Gino's
is a local quick-service restaurant pizza chain serving handmade
artisan pizzas. D'Angelo Grilled Sandwiches offers made-to-order
grilled and deli sandwiches, wraps and other freshly-prepared
dishes.
PGHC Holdings, Inc., et. al., sought bankruptcy protection on
November 5, 2018 (Bankr. D. Del. Lead Case No. Case No.
18-12537).). The jointly administered cases are pending before
Judge Hon. Mary F. Walrath. The petition was signed by Corey D.
Wendland, chief financial officer.
The Debtor has total estimated assets of $0 to $50,000 and total
estimated liabilities of $50 million to $100 million.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general
counsel; North Point Advisors LLC as investment banker; CR3
Partners, LLC, as financial & restructuring advisor; Hilco Real
Estate LLC, as real estate and lease consulting advisor; and Epiq
Corporate Restructuring LLC as claims and notice agent.
PHOENIX RISES: Nov. 27 Plan Confirmation Objection Deadline
-----------------------------------------------------------
Bankruptcy Judge Elizabeth S. Stong issued an amended order
approving The Phoenix Rises, LLC's second amended disclosure
statement for its second amended plan of reorganization dated Nov.
1, 2018.
Written objections to the plan and ballots accepting or rejecting
the plan must be filed and served on Nov. 27, 2018 at 5:00 p.m.
The hearing on confirmation of the Debtor's Plan will be held
before the Honorable Elizabeth S. Stong on Dec. 4, 2018 at 10:00
a.m., in Courtroom 3585 at the United States Bankruptcy Court,
Eastern District of New York, 271-C Cadman Plaza East, Brooklyn,
New York 11201.
The Debtor filed a modified second amended disclosure statement and
Chapter 11 plan containing immaterial modifications. The
modifications were the confirmation schedule.
A full-text copy of the Disclosure Statement dated November 7,
2018, is available at:
http://bankrupt.com/misc/nyeb18-11842184ess-42.pdf
Attorneys for Debtor:
A. Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C.
875 Third Avenue, 9th Fl.
New York, New York 10022
Tel: 212-603-6300
About The Phoenix Rises
The Phoenix Rises, LLC, owns the real property and improvements
located at 934 E. 51st Street, Brooklyn, New York. Phoenix Rises
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 18-42184) on April 19, 2018. In the petition
signed by Mark Bobb, managing member, the Debtor estimated assets
of $1 million to $10 million and liabilities of less than $1
million. Judge Elizabeth S. Stong presides over the case.
PIONEER NURSERY: Suit vs Insurance Companies Stayed Until Dec. 14
-----------------------------------------------------------------
Chief District Judge Lawrence J. O'Neill entered an order staying
the adversary proceeding captioned PIONEER NURSERY, LLC, Plaintiff,
v. NEW HAMPSHIRE INSURANCE COMPANY; NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA, Defendants, No. 18-01039-A (E.D. Cal.).
Having reviewed the Stipulation Agreeing to a Stay of the Adversary
Proceeding by the Parties, the Court stays the adversary proceeding
until Dec. 14, 2018 to allow the Parties to engage in mediation.
The Parties are directed to file a status report by Dec. 7, 2018.
The status report must include a status of the mediation proceeding
and can include either:
a. A request to extend the stay for an additional period and a
demonstration of good cause for said request; or
b. A proposed briefing schedule on the Defendants' Motion to
Withdraw the Reference in event mediation is unsuccessful,
including any dispute regarding scheduling.
A copy of the Court's Order dated Oct. 29, 2018 is available at
https://bit.ly/2DMXVnj from Leagle.com.
Pioneer Nursery, LLC, Plaintiff, represented by Peter Lorne Fear,
Fear Waddell, P.C.
New Hampshire Insurance Company, Defendant, represented by Igor
Shleypak -- ishleypak@fgppr.com -- Foran Glennon Palandech Ponzi &
Rudloff P.C., pro hac vice, Laura Ann McArdle, pro hac vice,
Richard H. Nicolaides, Jr., pro hac vice, Sara M. Thorpe,
Nicolaides Fink Thorpe Michaelides Sullivan LLP & Susan N.K. Gummow
-- sgummow@fgppr.com -- Foran Glennon Palandech Ponzi & Rudloff
P.C., pro hac vice.
National Union Fire Insurance Company of Pittsburgh, PA, Defendant,
represented by Igor Shleypak , Foran Glennon Palandech Ponzi &
Rudloff P.C., pro hac vice, Laura Ann McArdle , pro hac vice,
Randall Berdan , Nicolaides Fink Thorpe Michaelides Sullivan,
Richard H. Nicolaides, Jr. , pro hac vice, Sara M. Thorpe ,
Nicolaides Fink Thorpe Michaelides Sullivan LLP & Susan N.K. Gummow
, Foran Glennon Palandech Ponzi & Rudloff P.C., pro hac vice.
About Pioneer Nursery
Founded in 1968, Pioneer Nursery Inc. is in the retail nurseries
and garden stores industry. It owns crops -- either planted or
harvested -- of approximately 440,000 pistacio trees worth $7 per
tree having a total retail value of $3.08 million. It posted
gross
revenue of $4.55 million in 2016 and gross revenue of $7.78
million
in 2015.
Pioneer Nursery sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-13112) on Aug. 11,
2017. Brian Blackwell, member, signed the petition. At the time
of the filing, the Debtor disclosed $5.42 million in assets and
$245,701 in liabilities. Judge Fredrick E. Clement presides over
the case. Fear Waddell, P.C., is the Debtor's bankruptcy counsel.
Lewis Brisbois is the Debtor's insurance defense counsel.
PRESSURE CONTROL: $90K Sale of Six Ford F550 Trucks Approved
------------------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court of the Western
District of Louisiana authorized Pressure Control Specialties, LLC
("PCS")'s sale to Auto World Motors of the following vehicles: (i)
2013 Ford F350, Truck #8, for $12,000; (ii) 2014 Ford F350, Truck
#11, for $15,000; (iii) 2014 Ford F250, Truck#14, $12,665; (iv)
2016 Ford F250, Truck#15, for $13,865; (v) 2015 Ford F550,
Truck#16, for $18,589; and (vi) 2015 Ford F550, Truck #17, for
$18,483.
A hearing on the Motion was held on Oct. 23, 2018.
The Debtor is authorized to pay Ford Motor Credit and Home Bank
funds sufficient to pay off the existed liens, and, further, the
Debtor is authorized to purchase and incur secured debt for the
purchase of a 2018 Dodge Ram 3500 and a 2018 Dodge 5500.
About Pressure Control Specialties
Pressure Control Specialties, LLC, is a privately held company in
Pleasanton, Texas that provides equipment rental services.
Pressure Control filed a Chapter 11 petition (Bankr. W.D. La. Case
No. 18-51134) on Sept. 10, 2018. The petition was signed by
Kenneth W. Crouch, Sr., manager/member. The case is assigned to
Judge John W. Kolwe. The Debtor is represented by William C.
Vidrine, Esq. at Vidrine & Vidrine, PLLC. At the time of filing,
the Debtor had $1,323,098 in total assets and $2,120,557 in total
liabilities.
PRIME SOURCE: Allowed to Reject Lease w/ Peacock & Sell/Abandon FFE
-------------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Prime Source Accessories, Inc. (i)
to reject the unexpired commercial lease with Peacock
Development/Treasure Coast L.L.C., doing business as North Stuart
Centre, and (ii) to sell the furniture, fixtures and equipment
located at the leased premises, or, in the alternative, abandon the
FF&E to Peacock, nunc pro tunc to Oct. 31, 2018.
The unexpired commercial lease with Peacock is deemed rejected nunc
pro tunc to Oct. 31, 2018. The Debtor is authorized to sell the
furniture, fixtures and equipment located in the office premises
without further order of the Court and deposit funds from any sale
in the DIP bank account.
To the extent the Debtor is unable to sell any the furniture,
fixtures and equipment located in the office premises, the Debtor
is authorized to abandon the FF&E to Peacock as having de minimus
value.
Certain FF&E has been previously sold. The Debtor received net
proceeds of $1,749, which was deposited in the DIP account.
Exhibit A is a detailed listing of the FF&E that has been sold with
the sales price received. The remaining items that have not been
sold will be abandoned to the landlord
Nothing in the Order will be construed that the Debtor is rejecting
Storage Unit E4, which is leased by the Debtor under a separate
lease agreement.
Any Claim arising from the rejection of the Contracts and/or Leases
set forth in the Motion and referenced will be filed by the claims
bar date set by the Court, specifically, Dec. 31, 2018.
A copy of the Exhibit A attached to the Order is available for free
at:
http://bankrupt.com/misc/Prime_Source_71_Order.pdf
About Prime Source Accessories
Prime Source Accessories, Inc., with headquarters in south Florida
and full service sourcing offices in Hong Kong & Shenzhen, China,
is a design and manufacturing and sourcing firm targeting the teen,
collegiate and adult segments of the retail industry. Prime Source
is a privately held company founded in 1997.
Prime Source Accessories filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20158)
on Aug. 21, 2018. In the petition signed by Jamie Chauss,
president, the Debtor disclosed $394,163 in assets and $1,011,261
in liabilities. The case is assigned to the Hon. Erik P. Kimball.
Craig I. Kelley, Esq., at Kelley & Fulton, PL, is the Debtor's
counsel.
REDEEMED CHR. CHURCH: Must File Plan and Disclosures Before Feb. 4
------------------------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp ordered Redeemed Chr. Church of
God Rvr. Of Life to file a plan and disclosure statement on or
before Feb. 4, 2019.
If the Debtor fails to file a Plan and Disclosure Statement by the
deadline set, or as extended by the court upon timely motion, the
case may be dismissed without further notice or hearing.
About Redeemed Chr. Church
Headquartered in Riverdale, Maryland, Redeemed Chr. Church of God
Rvr. Of Life dba The Redeemed Christian Church of God is a
tax-exempt religious entity (as described in 26 U.S.C. Section
501).
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 18-12290) on Feb. 22, 2018, estimating its assets at
up to $50,000 and its liabilities at between $1 million and $10
million. The petition was signed by Pastor Oluwagbemiga Adekunle,
director.
Judge Wendelin I. Lipp presides over the case.
Steven H. Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC,
serves as the Debtor's bankruptcy counsel.
RICH HONEY: Camel Financial Cash Collateral Stipulation Approved
----------------------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court of the Central
District of California has approved the Stipulation authorizing
Rich Honey, Inc. to use the cash collateral of Camel Financial,
Inc.
A copy of the Order is available at:
http://bankrupt.com/misc/cacb18-19570-68.pdf
About Rich Honey Inc.
Rich Honey, Inc. -- https://richhoneyapparel.com/ -- is a wholesale
and private label blank apparel manufacturer in Los Angeles
specializing in premium quality garment dye t-shirts & leather
goods.
Rich Honey sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-19570) on Aug. 17, 2018. In the
petition signed by CEO Nicholas Bowes, the Debtor disclosed
$522,836 in assets and $2,252,796 in liabilities. Judge Vincent P.
Zurzolo presides over the case.
RICHARD HOWARD: Inline Buying Cobb County Property for $725K
------------------------------------------------------------
Richard E. Howard and Joan B. Howard ask the U.S. Bankruptcy Court
for the Northern District of Georgia to authorize the sale of
parcels of real property including, without limitation, 7.25 acres
at 2700 Old Lost Mountain Road in unincorporated Cobb County,
Georgia to Inline Communities, LLC or its assigns for $100,000 per
acre, for a total gross purchase price of $725,000, subject to
higher and better offers.
The Debtors believe that Hamilton State Bank holds a first priority
lien on the Real Property as evidenced by that certain deed to
secure debt security agreement and assignment of rents and leases
dated recorded by Highland Commercial Bank on Oct. 31, 2014 with
the Cobb County Superior Court Clerk in deed book l5l95l page 5806
and that certain deed to secure debt recorded by Hamilton State
Bank with the Cobb County Superior Court Clerk deed book 15353 page
4150.
The Buyer is willing to purchase the Real Property in accordance
with the terms and conditions set forth in the Agreement of
Purchase and Sale for $100,000 per acre for a total gross purchase
price of $725,000. The sale will be free and clear of liens,
claims, and encumbrances, including any claims of successor
liability. Any and all Liens and Claims will attach to the
proceeds. Any sale of the Real Property by Debtor will be on an
"as is, where is" basis and without representations or warranties
of any kind, nature or description. The 7.25 acres is located
within a larger parcel of property consisting of approximately
17.924 acres.
In the event Hamilton State Bank's three loans are cross
collateralized, then the net proceeds will be remitted to Hamilton
State Bank . In the event Hamilton State Bank's loans are not
cross-collateralized, then proceeds will be remitted to Hamilton
State Bank in satisfaction of its loan and any balance will be
remitted to the Debtors to be held for payment of unsecured claims;
provided, however, the Debtors will be permitted to retain and use
a portion of the proceeds approximately $10,000 for payment of
living expenses.
There is a sound business justification for the Sale. The Debtors
are unable to satisfy the outstanding indebtedness due and owing to
Hamilton State Bank without liquidation of the real property. The
automatic stay has lifted and the Debtors will ask to reimpose the
stay to permit the transaction.
Time is of the essence. The Debtors ask that the Court waives any
rules and requirements that prevent a sale of any assets during the
initial filing of the case. Without a sale, there will be no hope
of a successful reorganization. They ask that the Court allows the
sale to be consummated immediately as authorized by Bankruptcy Rule
6004(g).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Richard_Howard_101_Sales.pdf
The Purchaser:
INLINE COMMUNITIES, LLC
Bryan Musolf
48 Atlanta Street
Marietta, GA 30060
Telephone: (404) 895-0913
E-mail: bryan@inlinecommunities.com
The Purchaser is represented by:
R. Lee Tucker, Jr., Esq,
MAHAFFEY PICKENS TUCKER, LLP
1550 North Brown Road, Suite 125
Lawrenceville, GA 30043
Telephone: (770) 232-0000
E-mail: ltucker@mptlawfirm.com
Richard E. Howard and Joan B. Howard sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 17-67284) on Oct. 2, 2017. The Debtors
tapped J. Nevin Smith, Esq., as counsel. On Oct. 31, 2017, the
Court appointed Metro West Realty, LLC as broker.
RICHARD HOWARD: Proposed Property Sales & Automatic Stay Bid Denied
-------------------------------------------------------------------
Judge Paul Baisier of the U.S. Bankruptcy Court for the Northern
District of Georgia denied the following motions of Richard E.
Howard and Joan B. Howard:
(I) Debtors' Motion Requesting Entry of Order (1) Authorizing
Sale Free and Clear of Liens, Claims, and Encumbrances Under
Section 363 of the Bankruptcy Code and Other Related Relief; and
(2) Granting Other Relief filed on Oct. 24, 2018;
(II) Debtors' Motion Requesting Entry of Order (1) Authorizing
Sale Free and Clear of Liens, Claims, and Encumbrances Under
Section 363 of the Bankruptcy Code and Other Related Relief; and
(2) Granting Other Relief filed on Oct. 29, 2018; and
(III) Debtors' Motion Requesting Entry of Order Reimposing
Automatic Stay and Determining Adequate Protection for Hamilton
State Bank filed on Oct. 31, 2018.
The Clerk is directed to serve a copy of the Order upon the
Debtors, the counsel for the Debtors, the counsel for Hamilton
State Bank, and the United States Trustee.
Richard E. Howard and Joan B. Howard sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 17-67284) on Oct. 2, 2017. The Debtors
tapped J. Nevin Smith, Esq., at Smith Conerly LLP, as counsel.
SAM MEYERS: Environment Cabinet Seeks Ch. 11 Trustee Appointment
----------------------------------------------------------------
The Commonwealth of Kentucky Energy and Environment Cabinet asks
the U.S. Bankruptcy Court for the Western District of Kentucky to
dismiss the Chapter 11 case of Sam Meyers Inc., or convert it to a
case under Chapter 7 with the appointment of a Chapter 7 trustee,
or direct the appoint of a Chapter 11 trustee.
The Debtor, in this case, was identified as having possessed or
controlled hazardous substances, pollutants, or contaminants at the
Site located at Louisville, Jefferson County, Kentucky, and
therefore, is responsible for characterization of the release and
is required to take actions necessary to correct the effect of any
release.
According to the Cabinet, in the six months filing of the petition,
the Debtor has failed to take any steps or provide any plans for
the characterization and remediation of the Site as required by
state and federal statutes and regulations.
Hence, the Cabinet asks that the case should either be dismissed,
converted to a Chapter 7 with an appointed Chapter 7 trustee, or
that a Chapter 11 trustee be appointed to manage the Debtor's
affairs, specifically its ongoing environmental obligations.
About Sam Meyers Inc.
Sam Meyers, Inc. -- http://sammeyers.com-- is a wholesale supplier
of men's formal wear and accessories. It also owns and operates a
dry cleaning business in the Midwest. In addition to its
Louisville locations, Sam Meyers owns a store in Nashville,
Tennessee, that specializes in costume rentals and sales in
addition to formal wear; a tuxedo store in Evansville, Indiana; and
a satellite warehouse in Boston, Massachusetts. Sam Meyers' main
warehouse is located in Louisville.
Sam Meyers sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Ky. Case No. 18-31559) on May 17, 2018. In the
petition signed by James P. Corbett, president, the Debtor
disclosed $1.8 million in assets and $2.91 million in liabilities.
Judge Alan C. Stout presides over the case. KAPLAN JOHNSON ABATE &
BIRD LLP is the Debtor's counsel.
The Court has authorized Sam Meyers, Inc.'s sale of the real
property known as 3400 Bashford Avenue Court, Louisville, Kentucky,
to John P. Hollenbach, Sr. or his assignee for $1.2 million.
SEARS HOLDINGS: Fitch Withdraws 'D' IDR Amid Chapter 11 Filing
--------------------------------------------------------------
Fitch Ratings has withdrawn the 'D' Long-Term Issuer Default
Ratings for Sears Holdings Corporation, Sears, Roebuck and Co.,
Kmart Holding Corporation and Kmart Corporation. Given Sears'
Chapter 11 filing on Oct. 15, 2018, Fitch will no longer provide
ratings or analytical coverage for the company.
SHAFFER & ASSOCIATES: $70K Sale of Clarksburg Property Approved
---------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized Shaffer & Associates,
Ltd.'s sale of two parcels, namely, 1 Lot 108 FT Main ST and 1 LOT
2 MAIN ST, in the Clark Clarksburg Corp. District, located in the
City of Clarksburg, County of Harrison County, West Virginia to
Timothy and Joseph Gentilozzi for $70,000, of which $50,000 will be
paid at closing and the remaining $20,000 will be allocated to
attorney fees to be paid in four quarterly installments.
The sale is on an "as is, where is" basis; and free and clear of
all liens, claims, encumbrances, pledges, security interests, and
charges of whatever type or description. All valid liens, claims,
encumbrances, pledges, security interests and charges against the
Real Property, will attach to the proceeds of the sale of the Real
Property.
The Debtor will be, and is, authorized to distribute the proceeds
of the sale of the Real Property upon consummation of the sale as
follows:
a. first, an amount sufficient to pay any transfer taxes;
b. second, an amount sufficient to pay ad valorem real
property taxes constituting a lien on the Real Property and to the
extent that taxes have not yet been determined, then the taxes will
be deemed to be the same amount as the preceding tax year and will
be prorated on a calendar year basis between the Debtor and the
Purchaser, as of the date of the closing of the sale of the Real
Property;
c. third, to pay the lien held by HNB in the amount of
$44,555;
d. fourth, to pay the judgment lien held by West Virginia
Department of Tax and Revenue in the amount of $413; and
e. fifth, to hold the remaining sale proceeds until further
order of the Court.
The Purchaser of the Real Property will have 60 days from the date
of the sale to obtain a building permit from the City of
Clarksburg, West Virginia, and will have an additional 120 days to
start construction upon the receipt of a building permit.
About Shaffer & Associates Limited
Shaffer & Associates Limited is principally engaged in the business
of renovating a parcel of property located at 141 East Main Street,
Clarksburg, West Virginia (the Maxwell-Duncan House), although it
does accept contract work, supervise and renovate real properties
for other entities. The Maxwell-Duncan House is the Debtor's major
asset.
The Maxwell-Duncan House has historic significance to the City of
Clarksburg and Harrison County, as it is associated with relatives
and ancestors of Stonewall Jackson, noted Confederate General
during the American Civil War.
Shaffer & Associates Limited filed a Chapter 11 bankruptcy petition
(Bankr. N.D. W.Va. Case No. 17-00185) on Feb. 26, 2017. In the
petition signed by its president, Martin L. Shaffer, the Debtor
disclosed $50,000 to $100,000 in assets and $100,000 to $500,000 in
liabilities. The Debtor is represented by Brian R. Blickenstaff,
Esq., at Turner & Johns, PLLC.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
SMALL-BULMAN FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Small-Bulman Farms, Inc.
P.O. Box 1592
Elizabeth City, NC 27906
Business Description: Small-Bulman Farms, Inc. operates a farm
that grows corn, wheat, soybeans and
cabbage.
Chapter 11 Petition Date: November 16, 2018
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Greenville Division)
Case No.: 18-05584
Judge: Hon. Stephani W. Humrickhouse
Debtor's Counsel: Blake Y. Boyette, Esq.
STUBBS & PERDUE, P.A.
PO Box 1654
New Bern, NC 28563
Tel: 252 633-2700
Fax: 252 633-9600
E-mail: efile@stubbsperdue.com
- and -
Trawick H Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
P. O. Drawer 1654
New Bern, NC 28563
Tel: 252 633-2700
Fax: 252 633-9600
E-mail: efile@stubbsperdue.com
tstubbs@stubbsperdue.com
Total Assets: $1,372,920
Total Liabilities: $3,275,225
The petition was signed by John B. Bulman, Sr., president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/nceb18-05584.pdf
SPECTRUM ALLIANCE: Files Liquidation Analysis
---------------------------------------------
Spectrum Alliance, LP, and its Official Committee of Unsecured
Creditors filed a Second Amended Liquidating Plan and accompanying
second amended disclosure statement to include a liquidation
analysis, a full-text copy of which is available at
https://tinyurl.com/yahvh565 from PacerMonitor.com at no charge.
Class 1 creditors consist of all Unsecured Claims against the
Debtor. Allowed Class 1 Claims will be paid on a pro rata basis
after Payment in Full of the Allowed Administrative, Priority and
Priority Tax Claims and only to the extent there is sufficient Cash
to warrant a Distribution to Holders of the Allowed Class 1 Claims
as determined by and at the sole discretion of the plan
Administrator.
Class 2 consists of the Limited Partnership Interests in the
Debtor. Class 2 is impaired.
All interests will be deemed extinguished on the Effective Date of
the Plan, and the Holders of Interests are deemed to have rejected
the Plan and are not entitled to vote on the Plan.
The Debtor's Plan will be funded by Cash as of the Effective Date,
which includes the proceeds of the Sale, if any; the proceeds of
the Plan Administrator's sale or other disposition of the Estate's
remaining Assets, if any, and from the proceeds, if any, of the
Plan Administrator's pursuit and prosecution of the Causes of
Action.
A full-text copy of the Disclosure Statement dated November 7,
2018, is available at:
http://bankrupt.com/misc/paeb18-1714250jkf-384.pdf
About Spectrum Alliance LP
Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Pa.
Case No. 17-14250) on June 20, 2017. James R. Wrigley, president,
signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $50 million to $100 million.
Judge Jean K. FitzSimon presides over the case. Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., represents the
Debtor as bankruptcy counsel. The Debtor tapped Migelouche LLC, as
financial advisor.
Andrew Vara, acting U.S. trustee for Region 3 has appointed four
creditors to serve on the official committee of unsecured
creditors
in the Chapter 11 case of Spectrum Alliance, LP.
STATE MUTUAL: A.M. Best Cuts Finc'l. Strength Rating to B(Fair)
---------------------------------------------------------------
A.M. Best has downgraded the Financial Strength Rating (FSR) to B
(Fair) from B+ (Good) and the Long-Term Issuer Credit Rating
(Long-Term ICR) to "bb+" from "bbb-" of State Mutual Insurance
Company (State Mutual) (Rome, GA). The outlook of these Credit
Ratings (ratings) has been revised to stable from negative.
The ratings reflect State Mutual's balance sheet strength, which
A.M. Best categorizes as adequate, as well as its marginal
operating performance, neutral business profile and marginal
enterprise risk management.
The downgrades reflect the declining trend in capital and surplus
as a result of capital losses from investments, operating losses
due to high expenses and reduced net premiums resulting from
reinsurance transactions. While capitalization has been supported
in part by reinsurance, A.M. Best does not view such one-time
surplus relief transactions as a viable long-term strategy to
support capital. In addition, State Mutual holds higher risk assets
in its investment portfolio that reduce liquidity and could result
in further capital losses. A.M. Best will continue to monitor the
company's operating results and capital position, as it attempts to
execute on its plans to grow its individual accident and health
business.
TACO BUENO: U.S. Trustee Forms 5-Member Committee
-------------------------------------------------
The Office of the U.S. Trustee on Nov. 16 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Taco Bueno Restaurants, Inc.
The committee members are:
(1) SageNet Dale Higganbotham
Vice-President, Sales
10205 East 61st, Suite D
Tulsa, OK 74133 918-878-9210
Email: dale@sagenet.com
(2) Expert Repair, LLC
Roland Perez, President
12180 SW 92nd Avenue
Miami, FL 35176
Phone: 954-993-0748
Email: Rolandoperez10505@att.net
(3) TM Advertising, LLC
Becca Weigman, CEO
3030 Olive Street
Dallas, TX 75219
Phone: 973-830-2271
Email: Becca.weigman@tm.com
(4) National Retail Properties, LP
Chris Tessitore
Executive VP and General Counsel
450 South Orange Avenue, Suite 900
Orlando, FL 32801
Phone: 407-650-1115
Fax: 321-206-2138
Email: Chris.tessitore@nnnreit.com
(5) TABU Property IV, LLC
Robert Lang
VP Kamin Realty Company
490 South Highland Avenue
Pittsburgh, PA 15206
Phone: 412-661-5233
Fax: 412-661-3228
Email: rlang@kaminrealty.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 Taco Bueno
Founded in Abilene, Texas in 1967, Taco Bueno --
https://www.tacobueno.com -- is a quick service restaurant chain
offering Tex-Mex-style Mexican cuisine in a casual restaurant
environment. Taco Bueno owns and operates 140 stores plus 29
franchised locations across Texas, Oklahoma.
Taco Bueno Restaurants, Inc., et. al., sought bankruptcy protection
on November 6, 2018 (Bankr. N. D. Tex. Lead Case No. Case No.
18-33678). The jointly administered cases are pending before Judge
Hon. Stacey G. Jernigan.
The Debtor has total estimated assets of $10 million to $50 million
and total estimated liabilities of $100 million to $500 million.
The Debtors tapped Vinson & Elkins LLP as general counsel; Houlihan
Lokey Capital, Inc, as investment banker; Berkeley Research Group
LLC as financial restructuring advisor; Jones LaSalle Americas,
Inc. as real estate advisor and Prime Clerk LLC as claims agent.
TIRECO INC: Seeks Authority to Use T.D. Bank Cash Collateral
------------------------------------------------------------
Tireco, Inc., requests the U.S. Bankruptcy Court for the Middle
District of Florida for authority to use cash collateral on an
interim basis and to provide adequate protection to TD Bank, N.A.
The Debtor requires approximately $144,000 of cash collateral to
continue to operate its business. The Debtor intends to use cash
collateral to make payroll, pay utilities, pay suppliers and
vendors, to pay other ordinary course business expenses, and to
order additional inventory. The cash collateral the Debtor seeks to
use is comprised of its cash on hand and funds to be received
through sales of inventory that may be encumbered TD Bank's lien.
As of the Petition Date, the Debtor owed TD Bank approximately
$917,952 in principal and interest, secured by a mortgage and
assignment of rents on the Real Property located at 2600 W. State
Road 434, Longwood, Florida, and a second priority security
interest on the Personal Property. The Debtor estimates the value
of the Real Property is approximately $1.2 million and the value of
the Personal Property is approximately $200,000.
The Debtor proposes to grant TD Bank a replacement lien on Debtor's
post-petition cash collateral to the same extent, priority and
validity as its pre-petition lien, as adequate protection and to
the extent Debtor's use of cash collateral results in a decrease in
the value of TD Bank's interest in the cash collateral. The Debtor
submits that TD Bank will be adequately protected by virtue of the
equity cushion in value of its Real Property.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/flmb18-06603-9.pdf
About Tireco, Inc.
Tireco, Inc. dba Formula Tire & Auto Care is an automotive services
provider in Longwood, Florida. Formula Tire offers name brand
tires and wheels and also provides auto repairs and maintenance
services. The Company previously sought bankruptcy protection on
April 21, 2015 (Bankr. M.D. Fla. Case No. 15-03459).
Tireco, Inc., again filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 18-06603), on Oct. 25, 2018. In the petition signed by
Monica S. Jones, vice president, the Debtor estimated assets and
liabilities at $1 million to $10 million. The Debtor is
represented by Latham Shuker Eden & Beaudine, LLP.
TIRECO INC: Seeks Permission to Use SunTrust Bank Cash Collateral
-----------------------------------------------------------------
Tireco, Inc., requests the U.S. Bankruptcy Court for the Middle
District of Florida for authority to use cash collateral on an
interim basis and to provide adequate protection to SunTrust Bank.
The Debtor requires approximately $144,000 of cash collateral to
continue to operate its business. The Debtor intends to use cash
collateral to make payroll, pay utilities, pay suppliers and
vendors, to pay other ordinary course business expenses, and to
order additional inventory. The cash collateral the Debtor seeks to
use is comprised of its cash on hand and funds to be received
through sales of inventory that may be subject to SunTrust Bank's
lien.
As of the Petition Date, the Debtor owed SunTrust Bank
approximately $88,000 in principal. The Debtor believes that
SunTrust Bank may assert a first priority security interest on its
Personal Property.
The Debtor proposes to grant SunTrust Bank a replacement lien on
Debtor's post-petition cash collateral to the same extent, priority
and validity as its pre-petition lien, as adequate protection and
to the extent Debtor's use of cash collateral results in a decrease
in the value of SunTrust Bank's interest in the cash collateral.
The Debtor further submits that SunTrust Bank will be adequately
protected by virtue of the equity cushion in value of the Personal
Property -- Debtor estimates the value of approximately $200,000 as
of the Petition Date.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/flmb18-06603-10.pdf
About Tireco, Inc.
Tireco, Inc., d/b/a Formula Tire & Auto Care, is an automotive
services provider in Longwood, Florida. Formula Tire offers name
brand tires and wheels and also provides auto repairs and
maintenance services. The Company previously sought bankruptcy
protection on April 21, 2015 (Bankr. M.D. Fla. Case No. 15-03459).
Tireco, Inc., again filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 18-06603) on Oct. 25, 2018. In the petition signed by
Monica S. Jones, vice president, the Debtor estimated assets and
liabilities at $1 million to $10 million. The Debtor is
represented by Latham Shuker Eden & Beaudine, LLP.
TWIFORD ENTERPRISES: $1.7K Per Head Sale of Cattle to Sharp Okayed
------------------------------------------------------------------
Judge Cathleen D. Parker of the U.S. Bankruptcy Court for the
District of Wyoming authorized Twiford Enterprises, Inc.'s private
sale of no less than 50 head and up to 100 head of cattle to Sharp
Ranch Trust for $1,680 per head.
To the extent Rolling Hills Bank and Trust and Petsch Farms, LLC
have valid liens against the livestock that are the subject of the
Motion, their liens will attach to sale proceeds from the sale of
the Subject Livestock.
Rolling Hills Bank and Trust and Petsch Farms, LLC will appear as
joint payees, along with Debtor on any checks for the sale of the
Subject Livestock, which check or checks will be deposited into
DIP's account. The Debtor is not authorized to use proceeds from
the sale of the Subject Livestock for any purpose without further
order of the Court.
About Twiford Enterprises
Twiford Enterprises, Inc., is a privately held company in Glendo,
Wyoming in the crop farming industry. The Company owns in fee
simple 2870 acres of land and buildings located at 642 Horseshoe
Creek Road Glendo, Wyoming having an appraised value of $4.65
million. Its gross revenue amounted to $2.23 million in 2017 and
$2.38 million in 2016.
Twiford Enterprises filed a Chapter 11 bankruptcy petition (Bankr.
D. Wyo. Case No. 18-20120) on March 9, 2018. In its petition
signed by its secretary, Jack Twiford, the Debtor disclosed total
assets of approximately $7.68 million and $6.49 million in total
debt. The Hon. Cathleen D. Parker is the case judge. The Debtor
hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as
counsel.
VILLAGE AT LAKERIDGE: Selling Reno Property for $18 Million
-----------------------------------------------------------
The Village at Lakeridge, LLC, asks the U.S. Bankruptcy Court for
the District of Nevada to authorize the sale of a 71,500 square
foot, mixed use office and retail center l4 located at 6900-6990 S.
McCarran Blvd., Reno, Nevada, including all fixtures, improvements
and 15 other personal property related thereto, to Village
Investment Partners, L.P. for $17.9 million, subject to higher and
better offers.
A hearing on the Motion is set for Nov. 27, 2018 at 2:00 p.m.
Subject to Court approval, the Debtor has entered into a Purchase
Agreement with the Buyer for the sale of the Property.
The Purchase Agreement contains, but is not limited to, these
provisions:
a. Purchase Price of $17.9 million;
b. Deposit of $1 million, which has been delivered to escrow
and is refundable only upon certain limited conditions;
c. Close of the escrow conditioned only upon Court approval of
the Purchase Agreement and selection of Buyer as the Successful
Bidder; Court approval of the Settlement Agreement; the Buyer's
review and approval of the ALTA Survey; and the Buyer's review and
approval of a Phase 1 environmental report;
d. The Buyer has completed its due diligence and there are no
other conditions to closing;
e. The Buyer is to assume the existing leases of spaces and
buildings on the Property;
f. The sale is "as is, where is," and free and clear of all
liens, claims, and encumbrances;
g. The close of escrow to occur upon the later of six days of
entry of a Court order approving the sale, or one day following
issuance of a title policy, which will occur no later than 15 days
following Court approval.
The Debtor believes that it is an exercise of its sound business
judgment to assume and assign the leases pursuant to the Purchase
Agreement.
The liens against the Property are:
a. The obligation owed to U.S. Bank, as secured by a First
Deed of Trust on the Property, UCC-1 financing statements, as well
as an Assigrmient of Rents, in the original amount of $17.2
million; and
b. The obligation for taxes owed to the Washoe County
Treasurer not yet due, and to be prorated to close of escrow.
The proposed disbursements are being made pursuant to the terms of
the Settlement Agreement, which is subject to approval of the
Bankruptcy Court; and are summarized, in order of priority, as
follows:
1. To costs of sale, including Commissions which will not
exceed 2.5%;
2. To a fee carve-out to the Debtor's counsel not to exceed
$100,000;
3. The sum of $12.6 million to U.S. Bank;
4. The sale proceeds exceeding the sum of subsections 1, 2 and
3 to be divided equally between the Debtor and U.S. Bank; and
5. From the Debtor's portion of the proceeds identified in
subsection 4, the Debtor will pay any transfer taxes, or other
taxes that are the responsibility of Debtor; the sum of $200,000 to
Second Creek, LLC; United States Trustee fees and any other
required fees or costs required under applicable law; and any
remaining unpaid fees owed to Alan R. Smith, Esq., the Debtor's
counsel.
Overbidding will be allowed in accordance with the Bidding and Sale
Procedures as approved by the Court pursuant to the Ex Parte Motion
To Approve Bidding And Sale Procedures filed on Oct. 30, 2018. The
Bid Procedures provide: a minimum overbid of $25,000; minimum
bidding increments of $10,000; the manner in which a person or
entity may become qualified as a bidder; a description of the
bidding process; the method of determining the successful bid; and
the manner in which a back-up bidder is identified.
In the event that an overbid is timely received by a Qualified
Bidder on or before the Hearing Date, the Court will conduct an
auction at the sale hearing and determine the highest and best bid
in accordance with the Bid Procedures.
The Debtor needs the flexibility to close the sale within six
business days after entry of the Sale Order. As a result, asks
that the Court waives the 14-day stay period under Bankruptcy Rules
6004(h) and 6006(d).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/VILLAGE_AT_LAKERIDGE_519_Sales.pdf
The Purchaser:
VILLAGE INVESTMENT PARTNERS, L.P.
Attn: Debbie Perry
940 Emmett Ave., Suite 200
Belmont, CA 94002
Telephone: (415) 227-2206
Facsimile: (415) 546-0569
E-mail: debbie@villageprop.com
About The Village at Lakeridge
The Village at Lakeridge LLC, f/k/a Magnolia Village LLC, in Reno,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-51994) on June 16, 2011. The Debtor scheduled $9,480,180 in
assets and $18,957,268 in debt. Judge Bruce T. Beesley oversaw the
case. The Law Offices of Alan R. Smith, served as the Debtor's
counsel.
VMWARE INC: Fitch Affirms BB+ LT IDR & Alters Outlook to Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for VMware, Inc., including
the long-term Issuer Default Rating (IDR) at 'BB+' and senior
unsecured debt rating at 'BBB-'/'RR2', following Dell's
announcement it will enhance the aggregate cash consideration of
its offer to Dell's Class V shareholders to $14 billion from $9
billion, with the $5 billion of incremental consideration debt
financed. Fitch has also revised the Rating Outlook to Negative
from Stable. Fitch's actions affect $5.3 billion of VMware debt,
including the $1 billion revolving credit facility (RCF).
The ratings and Outlook reflect Fitch's conclusion that
parent-subsidiary linkage between VMware and Dell is moderate and,
therefore, the companies' IDRs should be rated the same, despite
Fitch's belief that VMware would be rated at least 3-4 notches
higher on a standalone basis. The ratings and Outlook also reflect
Fitch's expectation for strong operating results for VMware,
including high-single-digit revenue compounded annual growth and
elevated profit margins over the intermediate term, resulting in
solid annual FCF. Liquidity will remain solid, especially after
U.S. Tax Reform, although the special dividend supports Fitch's
contention Dell can access VMware's cash.
KEY RATING DRIVERS
Dell Ownership Risk: Fitch believes $2.0 billion to $2.5 billion of
annual FCF for VMware and significant intermediate-term debt
maturities for Dell could result in incremental debt issuance to
fund special dividends or inter-company loans. As part of the
agreement, VMware has put in place a governance structure comprised
of independent and disinterested members of the Board of Directors
to evaluate proposed distributions or other transactions, although
Fitch believes these are unlikely to constrain Dell's ability to
access VMware's assets should Dell's cash flow prove insufficient
to meet debt maturities or fund acquisitions or distributions,
including to Silver Lake Partners.
Favorable Top-line Drivers: Fitch believes secular demand from
customers migrating to hybrid cloud environments and VMware
cross-selling its full suite of offerings across a large and
diversified installed customer base will drive solid long-term
organic revenue growth. The company's expansion into virtualized
networking, software defined storage (SDS) and management via
acquisitions continues to provide customer penetration
opportunities. Its cloud businesses are growing robustly, albeit
from a smaller base, while VMware's publicly announced $1 billion
revenue synergy opportunity with Dell Technologies will focus on
increasing attach rates from currently low levels and should also
bolster the top line.
Solid FCF Profile: VMware's high recurring maintenance revenue,
strong profitability and low capital intensity should continue
driving solid annual FCF with margins near 25%. FCF and margins
should increase from revenue growth and profit margin expansion
from operating leverage, despite continued investments in cloud
products and solutions. Combined with capital intensity of roughly
3% of revenue, Fitch expects $2.0 billion to $2.5 billion of annual
FCF through the intermediate term with approximately half generated
inside the U.S.
Meaningful Investment Intensity: Fitch expects investment intensity
will remain essentially fixed at roughly 20% of revenue but that
high research and development (R&D) investment supports continued
technology leadership and is reflected by VMware's strong market
leadership positions. Fitch also believes high R&D spending is
required for cloud growth, particularly with in the context of a
shifting competitive landscape. R&D should remain near 17% on a
non-GAAP basis, while capital spending should be 2.5%-3% of
revenue.
Shifting Competitive Landscape: Demand for on-premise IT services
should slow as customers use more public cloud and
software-as-a-service (SaaS) offerings and, therefore, build more
new or modernize existing on-premise workloads in private or public
clouds. Over time, VMware is increasingly competing with
off-premise compute resources, including public cloud providers
such as Amazon's web services (AWS) and Microsoft's Azure, both of
which have considerably greater resources and financial flexibility
than VMware's historical competitors.
DERIVATION SUMMARY
On a standalone basis, VMware's technology leadership, large and
diversified installed customer base and full suite of products and
services that should drive consistent positive long-term organic
revenue growth and strong FCF support a strong investment grade
rating. However, as a majority owned subsidiary of comparatively
weaker Dell Technologies (BB+/Stable), Fitch derived the rating for
VMware within the context of Fitch's parent-subsidiary linkage
criteria and believes 'BB+' is appropriate, given the moderate
linkage between the stronger subsidiary and weaker parent. Despite
the absence of restrictions on restricted payments and
inter-company loans more than offset the lack of upstream
guarantees and cross-default provisions or the existence of
governance structures on the Boards of Directors at both VMware and
Dell Technologies.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- High-single-digit revenue growth in fiscal 2019 driven by
momentum associated with VMware's new product set.
- Slower than expected growth in fiscal 2020 due to a downturn
and customers deferring some implementations.
- Revenue returns to mid-single-digit revenue growth in fiscal
2021 and through the remainder of the forecast period.
- Flat profit margins from current elevated levels, driven by
solid product adoption.
- $500 million of gross annual stock buy backs through the
forecast period.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- Dell is upgraded, given Fitch's Parent-Subsidiary Linkage
criteria; or
- VMware explicitly ring fences its cash and cash flows by adding
language to its credit agreement and indentures restricting
payments and inter-company loans.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- Dell is downgraded, most likely due to slower than expected
deleveraging or erosion in operating results; or
- VMware's incremental borrowings to fund shareholder returns or
pay a dividend outpace profitability growth, resulting in
expectations for total leverage sustained above 2.5x.
- Sustained organic revenue growth underperformance, suggesting
diminished competitiveness of VMware's cloud offerings or
heightened competition, including from cloud infrastructure
providers.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: Fitch believes VMware's liquidity remains adequate
even pro forma for the $11 billion special dividend, and supported
by: i) more than $2 billion of cash and cash equivalents and
investments and ii) an undrawn $1 billion RCF expiring Sept. 12,
2022. Fitch's expectation for more than $2 billion of annual FCF
also supports liquidity.
WALDRON DEVELOPMENT: $1 Million Sale of Chicago Property Approved
-----------------------------------------------------------------
Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Waldron Development Co.'s sale of
the real estate located at 3838 North Kenmore, Chicago, Illinois to
Chris Petrini-Poli for $1.01 million.
The Debtor's request for shortened notice is granted, and notice of
the Motion is deemed sufficient.
The balance owed on the note secured by the mortgage against the
Kenmore Property recorded on July, 4, 2004 as document number
0419611218 must be paid in full at closing.
About Waldron Development Company
Waldron Development Company owns a three-flat apartment building at
3838 North Kenmore, Chicago, Illinois.
Waldron Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14,
2017. The Debtor intends to use Chapter 11 to effectuate a sale of
the building under Section 363(b) of the Bankruptcy Code, or to
restructure the debt on the building.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
Judge Jacqueline P. Cox presides over the case.
The Debtor tapped The Law Office of William J. Factor, Ltd., as its
legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its
accountants; and Ten-X LLC as its marketplace and transaction host
relating to the sale of the Real Property.
WESTERN CPE: Nov. 29 Plan Confirmation Hearing
----------------------------------------------
The hearing on confirmation of Western CPE, LLC's Chapter 11 Plan
and on any objections to the Court's approval of the accompanying
second amended disclosure statement will be held, Thursday,
November 29, 2018, at 09:00 a.m., or as soon thereafter as the
parties can be heard.
November 22, 2018, is fixed as the last day for filing and serving
written objections to confirmation of the Debtor;s Chapter 11 Plan,
and for filing written acceptances or rejections of said Plan.
About Western CPE LLC
Western CPE, LLC, provides continuing education to CPAs,
accounting, and finance professionals. Since 1991, its
instructors
have been offering live conferences, live webcasts, and self-study
materials.
Western CPE sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Mont. Case No. 18-60291) on April 6, 2018. In the
petition signed by CEO Vernon B. Hoven, the Debtor disclosed $2.38
million in assets and $3.26 million in liabilities.
The Debtor tapped Patten, Peterman, Bekkedahl & Green PLLC as its
bankruptcy counsel; and Browning, Kaleczyc, Berry & Hoven, PC as
its special counsel.
WILLIAMSON INVESTMENTS: Creditor Seeks Ch. 11 Trustee Appointment
-----------------------------------------------------------------
Maribel Properties, LLC, creditor of Williamson Investments, LLC,
asks the U.S. Bankruptcy Court for the Middle District of North
Carolina to dismiss the Chapter 11 case or, in the alternative,
appoint a Chapter 11 trustee for the Debtor.
The Debtor owns and operates a car wash known as Titan Car Wash in
Winston-Salem, North Carolina. Said business was bought from
Maribel Properties, LLC and the Debtor has not paid any debt
service to Maribel on account of its two promissory notes.
It was revealed, however, that the Debtor's bankruptcy schedules
exclude Maribel Properties, along with the other creditors.
Further, it was argued in the motion that when only eight creditors
are listed and at least six known creditors are not listed, claims
of innocent mistake are shrouded by the likelihood of intentional
deceit.
Therefore, Maribel Properties believes that cause exists to either
dismiss the case or appoint a Chapter 11 trustee.
Maribel Properties is represented by:
Daniel C. Bruton, Esq.
BELL, DAVIS & PITT, P.A.
Winston-Salem, NC 27120-1029
Tel: 336-722-3700
Fax: 336-748-5890
Email: dbruton@belldavispitt.com
About Williamson Investments
Williamson Investments, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-51051) on Oct. 8,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $1 million. Judge
Catharine R. Aron presides over the case. The Debtor tapped Bolton
Law Group, PA as its legal counsel.
WILSON LAND: Halle Buying Waite Hill Property for $585K
-------------------------------------------------------
Wilson Land Properties, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Ohio to authorize the sale of the residential
property at 7321 Markell Road, Waite Hill, Ohio to Cynthia W. Halle
for $585,000.
The Debtor proposes to sell the Property. It proposes to sell the
estate's interest in this real estate for $585,000 on the terms and
conditions set forth in the offer to purchase from the Buyer.
There are several encumbrances upon the property; however
Huntington Nationa Bank holds the first Mortgage. The parties
believe that the sale price represents a fair market value price
for the property. There are numerous holders in interests in this
real estate as set forth in the Commitment but it is in the best
interest of the estate that the property be sold free and clear of
their interests. Many of the interests as set forth in the
Commitment attached are in dispute.
In order to provide adequate protection of any interests that any
of those parties may have, the Buyer will deposit the sale proceeds
into the Debtor's DIP account and the Debtor will disburse from the
sale proceeds an amount sufficient to pay the real estate taxes in
full. The Debtor will hold the amount of proceeds, net of the
amount used to pay real estate taxes pending further order of the
Court. All other interests in the parcel will be transferred to
the net proceeds for distribution pursuant to a later order of the
Court, in accordance with the respective rights and priorities of
the holders of any interests in the parcel.
The Realtor selling the property, Michelle Weber, of BHHS Realty,
is not related or connected with the Debtor. The Realtor has
informed the Debtor that there have been 23 showings of the
property since July 2018. Only three offers have been received,
two for $500,000 and the Buyer's offer for $530,000. Therefore,
the Debtor believes the current offer is the best offer.
Therefore, the Debtor asks that the Court authorizes the sale of
the described real estate, to the proposed Purchaser on the terms
and conditions set forth.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Wilson_Land_66_Sales.pdf
About Wilson Land Properties
Based in Mentor, Ohio, Wilson Land Properties, LLC, is the owner of
51 real estate properties having a total estimated value of $4.54
million. Wilson Land Properties, LLC, based in Mentor, OH, filed a
Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-10514) on Jan.
31, 2018. In the petition signed by Richard M Osborne, managing
member, the Debtor disclosed $4.54 million in assets and $43.23
million in liabilities. The Hon. Arthur I. Harris presides over
the case. Glenn E. Forbes, Esq., at Forbes Law LLC, serves as
bankruptcy counsel.
WILSON LAND: To Fund Plan From Liquidating All Assets
-----------------------------------------------------
Wilson Land Properties, LLC, filed a plan of reorganization and
accompanying disclosure statement intending to fund the Plan from
liquidating all of its assets.
Class One claims (Allowed Secured Claims) will be impaired and
votes will be solicited from such claimholders.
Class Three claims may be impaired and votes will be solicited from
such claimholders.
Class Four (General Unsecured Claims) are impaired. the Debtor has
no general unsecured claims but unsecured claims may result from
insufficient sale funds.
The Debtor intends to Sell approximately one half of its real
estate for the best price obtainable. The Debtor intends to
liquidate the balance of his properties via auction. Once the
properties are liquidated, any party having a secured or priority
claim to the proceeds will file a claim. Any claims disputes will
be the subject of contested matters or adversary proceedings before
the court.
The Debtor is involved in pending litigation in Lake County Common
Pleas Court in the case of Wilson Land Properties LLC vs Roger
Bahner et al, Case # 18 CV 000916. This case began as a rent
collection case. The tenant counterclaimed against Wilson Land and
also sought to bring in many Third-Party Defendants. The Debtor
has moved to dismiss the counterclaim and also to stay the case.
Richard Osborne has been voluntarily dismissed from this case. The
Lake County Common Pleas court has not yet ruled on those motions.
A full-text copy of the Disclosure Statement dated November 7,
2018, is available at:
http://bankrupt.com/misc/ohnb18-1810514-68.pdf
About Wilson Land Properties
Based in Mentor, Ohio, Wilson Land Properties, LLC, is the owner of
51 real estate properties having a total estimated value of $4.54
million. Wilson Land Properties, LLC, based in Mentor, OH, filed a
Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-10514) on Jan.
31, 2018. In the petition signed by Richard M Osborne, managing
member, the Debtor disclosed $4.54 million in assets and $43.23
million in liabilities. The Hon. Arthur I. Harris presides over
the case. Glenn E. Forbes, Esq., at Forbes Law LLC, serves as
bankruptcy counsel.
WORK & SON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Six affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Work & Son, Inc. 18-09917
2600 Gandy Blvd.
Pinellas Park, FL 33702
Work & Son - Kraeer Holdings, Inc. 18-09918
Work & Son - Memorial Services, Inc. 18-09919
Work & Son - Osiris, Inc. 18-09920
Work & Son - Royal Palm Acquisition, Inc. 18-09921
Work & Son - Sarasota Memorial, Inc. 18-09922
Business Description: The Debtors are privately held companies
in the funeral services industry.
Chapter 11 Petition Date: November 18, 2018
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtors' Counsel: Mary A. Joyner, Esq.
LAW OFFICES OF MARY A. JOYNER, PLLC
1503 S. US Highway 301, Ste 115
Tampa, FL 33619
Tel: 813-328-2115
Fax: 813-315-7728
E-mail: Mary@AttorneyJoyner.com
Work & Son, Inc.'s
Estimated Assets: $0 to $50,000
Work & Son, Inc.'s
Estimated Liabilities: $0 to $50,000
Work & Son - Kraeer's
Estimated Assets: $0 to $50,000
Work & Son - Kraeer's
Estimated Liabilities: $0 to $50,000
The petitions were signed by Clifford F. Work, president.
Debtors Work & Son, Inc. and Work & Son - Kraeer failed to include
in their petitions lists of their 20 largest unsecured creditors at
the time of the filing. Full-text copies of the petitions are
available for free at:
http://bankrupt.com/misc/flmb18-09917.pdf
http://bankrupt.com/misc/flmb18-09918.pdf
WW CONTRACTORS: Wants to Use FNB Cash Collateral Until Nov. 30
--------------------------------------------------------------
WW Contractors, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to authorize the use of First National
Bank of Pennsylvania ("FNB")'s cash collateral during the period
from Nov. 1, 2018 through Nov. 30, 2018 in the ordinary course of
its business, for the purpose of paying the Debtor's operating
expenses.
The Debtor is indebted to FNB under a $3 million line of credit and
a $500,000 term loan. The indebtedness that is owed by the Debtor
to FNB under the FNB Loans is secured by a first-priority security
interest against all of the Debtor's assets, including, all of the
Debtor's accounts, accounts receivable, deposit accounts, general
intangibles, payment intangibles, chooses in action, inventory,
equipment, chattel paper, instruments, investment property and all
products and proceeds thereof. The Debtor's cash, and the proceeds
of FNB’s collateral, constitute cash collateral.
On June 27, 2018, the Court entered an order authorizing the use of
the cash collateral of FNB on an interim basis. On July 10, 2018,
the Court entered an order authorizing the use of FNB's cash
collateral on a final basis until July 31, 2018. On Aug.17, 2018,
the Court entered the second cash collateral order, authorizing the
Debtor to use the cash collateral of FNB until 5:00 p.m. on Sept.
30, 2018. In October 2018, the Court entered a third cash
collateral order authorizing the Debtor to use the cash collateral
of FNB until 5:00 p.m. on Oct. 31, 2018.
The Debtor and FNB have reached an agreement with respect to the
Debtor's continued use of FNB's cash collateral, through 5:00 p.m.
on Nov. 30, 2018, in the ordinary course of its business, for the
purpose of paying the Debtor's operating expenses. FNB is willing
to consent to the use of its cash collateral by the Debtor during
the period from Nov. 1, 2018 to 5:00 p.m. on Nov. 30, 2018 pursuant
to the terms and conditions of the Consent Order.
The Debtor requires the continued use of cash collateral in order
to meet its expenses and maintain the operation of its business,
including but not limited to the payment of payroll, inventory and
rent. Without the continued use of cash collateral, the Debtor's
operations would be required to terminate. The continued operation
of the Debtor's business is essential to its reorganization
efforts.
In consideration for permitting the Debtor to use cash collateral
during the Interim Period, the Debtor has agreed to make various
adequate protection payments to FNB as set forth in Section 18 of
the Consent Order and to grant FNB replacement liens on and
security interests in various post-petition assets of the Debtor as
set forth in Section 7 of the Consent Order.
The Debtor has also agreed to provide FNB with other adequate
protection as set forth in the Consent Order, including
acknowledging the liens of FNB and the debt owed to FNB under the
FNB Loans and providing FNB with certain financial reporting as set
forth in Section 15 of the Consent Order.
About WW Contractors Inc.
WW Contractors, Inc. -- http://www.wwcontractors.com/-- is a
facilities services firm, offering complete facilities maintenance,
engineering, operations, custodial services, grounds/landscaping
services, and project management services to federal government,
local government, and private sector clients. WW Contractors was
founded in 1986 as an electrical construction firm under the
ownership and direction of Vietnam Era veteran Warren J. Wiggins.
The company is headquartered in Baltimore, Maryland.
WW Contractors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 18-17927) on June 12, 2018. In the
petition signed by its president, Warren Wiggins, the Debtor
estimated assets of less than $50,000 and debts between $1 million
to $10 million.
Pursuant to an order entered on June 14, 2018, the case was
transferred to the U.S. Bankruptcy Court for the Eastern District
of Virginia (Bankr. E.D. Va. Case No. 18-12095).
Jeffrey M. Sirody, Esq., at Jeffrey M. Sirody and Associates, P.A.,
is the Debtor's counsel. Rosen Sapperstein & Friedlander, LLC, is
the accountant.
ZACKY & SONS: Gemcap Holds Public Sale
--------------------------------------
Gemcap Lending I LLC ("secured party") was slated to conduct
telephonically a public sale to the highest and best bidder for
cash on Nov. 15, 2018, at 9:00 a.m. (Pacific Standard Time) the
assets of Zacky & Sons Poultry LLC.
The secured party's collateral subject to the public sale will be
limited to (i) certain machinery and equipment owned by the
Company, including, without limitation, all furniture, trade
fixtures, computer equipment, telephone equipment, molds, tools,
dies, partitions, tooling, transportation equipment, rolling stock,
all other tangible assets used in connection with the manufacture,
sale or lease of goods or rendition of services.
The secured party has a first priority perfected lien and security
interest in and to all of the personal assets of the Company.
For further details regarding the public sale, contact:
Cohen Tauber Spievack & Wagner PC
420 Lexington Avenue, Suite 2400
New York, NY 10170
Attn: Robert A. Boghosian, Esq.
Tel: (212) 381-8726
Email: rboghosian@ctswlaw.com
Zacky & Sons Poultry LLC -- http://zackyfarms.com-- processes, and
distributes poultry products. The Company offers turkey and deli
products such as sausages, franks, and sliced meat.
*********
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