/raid1/www/Hosts/bankrupt/TCR_Public/181211.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, December 11, 2018, Vol. 22, No. 344
Headlines
22 MAPLE STREET: Selling 20 Kinmonth's Newton Property for $4.3M
303 DEAN REALTY: Unsecureds to Get 18 Monthly Payments Under Plan
ADVANCED SPORTS: GOB Sales at 102 Performance Bicycle Stores Begin
ADVANCED SPORTS: Has 2nd Interim Order to Conduct Closing Sales
ALLENTOWN NEIGHBORHOOD: Moody's Cuts 2017/2018 Bonds to Ba3
AMISTAD READY MIX: Seeks Authority to Use Cash Collateral
ARTHUR AVERY: $252K Sale of Avon Park Properties to Abbotts Okayed
ASPC CORP: Adds Ohio's $354K Tax Claim in 1st Amended Plan
B&P DEVELOPMENT: Seeks Permission to Pay Impact Fire Services
B52 MEDIA: Court Confirms Ch. 11 Plan of Liquidation
BAKER AND SONS: Feb. 27 Deadline for Filing Plan, Disclosures
BAKER AND SONS: U.S. Trustee Unable to Appoint Committee
BAKKEN RESOURCES: APS Services Providing Management Services
BAKKEN RESOURCES: Expects Business as Usual While in Chapter 11
BIG APPLE ENERGY: Hires Harfenist Kraut as Special Counsel
BRENDA DIANA NESTOR: Settlement Agreement with Probate Estate OK'd
BRIDGEPORT BIODIESEL: Seeks to Hire Michael A. Koplen as Counsel
CAREVIEW COMMUNICATIONS: Inks 8th Modification Agreement Amendment
CELL PHONE: Feb. 19 Deadline for Filing Plan, Disclosures
COLONIAL MEDICAL: Unsecureds to Get 50% in Monthly Payments for 1Yr
CONSTELLATION OIL: Commences Brazilian Restructuring & Chapter 15
CONSTELLATION OIL: Says Agreement Reached With 2024 Bondholders
CORAL POINTE: Hires Joel M. Aresty as Legal Counsel
CORRIDOR MEDICAL: Seeks to Hire Barron & Newburger as Counsel
DANA HOLLISTER: Agent's $9K Sale of Resto Eqpt. to Kohn-Megibow OKd
DAYMARK PROPERTIES: Catanzarite Law Firm Represents Investors
DESERT LAND: Unsecureds to Get Nothing If Property Sold by Parcel
DIOCESE OF WINONA: Expedited Motion for Mediation Denied
DIOCESE OF WINONA: Files for Chapter 11 to Address 121 Abuse Claims
DIOCESE OF WINONA: Hires Bodman PLC as Counsel
DIOCESE OF WINONA: Taps Alliance Management as Financial Consultant
DIOCESE OF WINONA: Taps Restovich Braun as Local Counsel
DOCTORS HOSPITAL: $2.3M Sale of All Assets to CLHG Approved
DPW HOLDINGS: Registers 6 Million Shares for Possible Resale
EGALET CORPORATION: Noteholder Groups Support Plan Confirmation
FIRESTAR DIAMOND: Trustee's Private Sale of Remaining Assets Okayed
FORESTAR GROUP: Moody's Assigns B2 CFR, Outlook Stable
FRASIER MEADOWS: Fitch Affirms BB+ Rating on 2017A/B Revenue Bonds
GREEN NATION: U.S. Trustee Forms 3-Member Committee
GULF FINANCE: Moody's Lowers CFR to Caa1, Outlook Negative
HDJ & J HOLDINGS: Sale of Ground Lease Parcel to WEN South Approved
HENDERSON MECHANICAL: Seeks to Hire Lionel E. Giron as Counsel
HERITAGE HOME: Hamilton Buying HHG's Lenoir Property for $175K
HERITAGE HOME: Medical Buying HHG's High Point Property for $4M
KAIROS HOMES: $225K Sale of Weatherford Property to Mullins Okayed
LBI MEDIA: U.S. Trustee Forms 5-Member Committee
LEVEL SOLAR: Trustee Taps Kroll Associates as Accountant
LIMITED STORES: $385K Sale of Class Action Claim to Optium Okayed
LONG DEI LIU: Hires Mountain Motors to Market & Sell Used Vehicles
LOVITT RESTAURANT: U.S. Trustee Unable to Appoint Committee
LSF9 ATLANTIS: Moody's Lowers CFR to B2, Outlook Stable
MAMMOET-STARNETH: Jan. 16 Auction of Assets Set
MANUS SUDDRETH: Trustee's $4.5M Sale of Real Properties Approved
MARBLE MASTERS: Jan. 15 Plan Confirmation Hearing
MICROVISION INC: Signs Underwriting Agreement for Stock Offering
MIDAS INTERMEDIATE II: Moody's Cuts CFR to B3, Outlook Stable
MR. STEVEN: Hires Heller Draper as Bankruptcy Counsel
NICHOLAS L HUGENTOBLER: Hires Kutner Brinen, P.C. as Attorney
P & B ENTERPRISES: U.S. Trustee Unable to Appoint Committee
PALOMAR HEALTH: Fitch Affirms BB+ IDR, Outlook Positive
PAR PETROLEUM: S&P Alters Outlook to Positive & Affirms 'B+' ICR
PETROQUEST ENERGY: Langner Buying Oil/Gas Working Interests
PINEVILLE COMMUNITY: Former Hospital Owner Files for Chapter 7
REAGOR AUTO MALL: Taps Foley Gardere as Attorney
REAGOR-DYKES: Bankruptcy Claims Top $844 Million
RGE CARIBBEAN: Case Summary & Unsecured Creditor
RICHARD OSBORNE: Melaragno Buying Mentor House & Lot for $290K
ROAD INFRASTRUCTURE: Moody's Lowers CFR to Caa1, Outlook Stable
RONALD GOODWIN: Proposes an Auction Sale of Kansas Real Properties
SCHULDNER LLC: Hires Lamey Law Firm, P.A. as Counsel
SEARS HOMETOWN: Warns of Going Concern Doubt on Ex-Parent's Ch.11
SENIOR CARE: Sabra Has Deal to Sell Facilities for $385M
SHARING ECONOMY: Reports Sales of Unregistered Securities
SLIGO PARKWAY: Discloses Firestone Property as Principal Asset
SOURCINGPARTNER INC: Jan. 8 Plan Confirmation Hearing
STAND-UP MULTI-POSITIONAL: Taps Steven M. Hauck as Accountant
STEPHENSON FAMILY: Proposed Halderman Auction of Farm Land Approved
SWAN TRANSPORTATION: R. Smith, et al., Suit vs Trustees Tossed
TAG MOBILE: Trustee Hires Forshey & Prostok as Counsel
TEMPEST GROUP: Jan. 3 Disclosure Statement Hearing
THOMAS D. WATSON, IV: $1.35M Sale of Dallas Property to Boyd Okayed
TRANSMONTAIGNE PARTNERS: Moody's Reviews Ba3 CFR for Downgrade
TSC DORSEY RUN: Seeks to Hire David W. Cohen as Counsel
UNITED CONSTRUCTION: Hires Richard R. Robles as Attorney
US FINANCIAL: $40K Sale of Odenton Condo Unit 2C to Patrun Approved
VILLAGE AT LAKERIDGE: $18M Sale of Reno Property Approved
WAYPOINT LEASING: Selling to Macquarie for $650 Million
WEST 70: Halderman Auction Sale of Farmland Approved
WOW WEE: Sale of Postpetition Account Receivables to CFR Approved
XO AMERICAS: Moody's Affirms B2 CFR, Outlook Stable
ZACKY & SONS: U.S. Trustee Forms 2-Member Committee
ZENITH MANAGEMENT: Taps Keller Williams as Real Estate Broker
*********
22 MAPLE STREET: Selling 20 Kinmonth's Newton Property for $4.3M
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20 Kinmonth Road, LLC ("Waban Debtor"), an affiliate of 22 Maple
Street, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the private sale of substantially
all of the real estate it owned and located at 20 Kinmonth Road,
Newton, Massachusetts, to Armando Petruzziello or his nominee for
$4.25 million.
Petruzziello, the purchaser, intends to redevelop the Property and,
accordingly, the Waban Health Center, LLC, which is currently
operated on the Property, will be closed and the residents will be
transferred to other facilities. The Receiver, KCP Advisory Group,
LLC, appointed over the Facility has notified the Massachusetts
Department of Public Health ("DPH") of this decision and a plan for
the shutdown process is being prepared for DPH.
The Property is encumbered by a first mortgage lien and security
interest securing a term loan in the original aggregate balance of
$36,856,627, made on March 4, 2014, with Capital Funding, LLC as
the agent. The Waban Debtor and the Affiliates were borrowers under
the term loan and jointly and severally liable for the amounts due
thereunder. The term loan was also secured by the real property
owned by the Affiliates. As of the Petition Date, the principal
balance owed to Capital Funding had been reduced to approximately
$3l,110,091. Additional fees, costs and interest have been
incurred since the Petition Date.
The Waban Debtor and its senior secured creditor, Capital Funding,
believe that that the Property Sale maximizes the return to the
creditors of the Waban Debtor and other parties in interest given
its negative cash flow and the value obtained under the APA. As
the Court is aware, affiliates of the Waban Debtor recently ran an
auction process that did not result in significant interest in
facilities in Massachusetts. Based upon the knowledge gained in
that process and the characteristics of the Waban Facility compared
to its affiliate facilities and the excess number of nursing
facility beds in Massachusetts at this time, the Waban Debtor does
not believe it will achieve a sale in excess of the proposed sale
value set forth in the APA, even if the Property and the Facility
are sold as a going concern.
Blueprint Healthcare Real Estate Advisors was previously retained
by the Waban Debtor and the Waban Facility to market the Property
and the Facility. Blueprint concurs with the Waban Debtor's
assessment that the APA value exceeds any offer the Waban Debtor
would likely achieve in the market for the sale of the Facility and
the Property as a going concern. Accordingly, the Waban Debtor has
determined that asking approval of the private sale to the
Purchaser, without an auction process, is in the best interest of
its creditors and estate.
The APA provides as follows:
a. Purchase Price: $4.25 million, free and clear of liens,
claims, interests and encumbrances
b. Due Diligence: The Purchaser has until Nov. 30, 2018 to
conduct a due diligence.
c. Deposit: An initial deposit of $25,000 was paid by the
Purchaser. An additional deposit will be paid at the time of the
execution of the asset purchase agreement in the amount of
$187,500.
d. Contingencies: The Property will be vacant when delivered
to the Purchaser, is being acquired on an "as is, where is" basis,
and will be subject to customary representations, warranties,
covenants, indemnities, and conditions.
e. Closing Date: The closing will take place on the first
business day after all of the following events have occurred: (a)
45 days after the execution of the asset purchase agreement; (b)
all residents of the Waban Facility have been discharged; and (c)
this Court has entered a final order approving the Property Sale
The Waban Debtor asks relief from the stay imposed by Bankruptcy
Rule 6004(h), to provide certainty to DPH that the sale is final
and to ensure that the closing of the Property Sale occurs as
expeditiously as possible to stop the operating losses of the Waban
Facility.
Given Capital Funding's agreement to receive less than the full
sale proceeds and to make $80,000 of the Property Sale proceeds
available to fund allowed administrative expenses of the Waban
Facility, the Waban Debtor asks to pay Capital Funding $4.17
million directly from the Property Sale proceeds. The Waban Debtor
believes $80,000 is sufficient to pay all administrative expenses
of the estate in full. The Waban Debtor calculated the $80,000 by
adding the amounts due for outstanding real estate taxes, US
Trustee fees based on the Purchase Price and fees for counsel to
the Waban Debtor. The $80,000 of sale proceeds will be held in
escrow pending allowance of administrative expense claims.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/22_Maple_Street_105_Sales.pdf
The Purchaser:
Armando Petruzziello
20 Milton Street, Suite 109
Dedham, MA 02026
The Purchaser is represented by:
Pasquale Straccia, Esq.
GULLEY & STRACCIA, PC
24 Glenwood Avenue
Walpole, MA 02081
E-mail: pstraccia@gulleylaw.com
About 22 Maple Street
22 Maple Street, LLC and affiliates 25 Oriol Drive, LLC, 59
Coolidge Road, LLC, and 20 Kinmonth Road, LLC, filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 18-40816-19) on
Feb. 14, 2018, and are represented by Kevin J Nash, Esq., of
Goldberg Weprin Finkel Goldstein LLP. YC Rubin, chief
restructuring officer, signed the petitions.
Each of the Debtors estimated assets at $1 million to $10 million
and liabilities at $10 million to $50 million.
The Debtors were organized in 2013 to acquire real property
associated with four nursing homes under the so-called "Villages"
portfolio. The Properties are each encumbered by a first mortgage
lien and security interest securing four term loans in the original
aggregate balance of $36,856,627, made in March 2014, with Capital
Finance LLC as agent for the syndicated lenders. Each of the
Debtors is an affiliate of 90 West Street LLC (which sought
bankruptcy protection on Jan. 30, 2018, Case No. 18-40515) and Keen
Equities LLC (which sought bankruptcy protection on Nov. 12, 2013,
Case No. 13-46782.
303 DEAN REALTY: Unsecureds to Get 18 Monthly Payments Under Plan
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303 Dean Realty Inc. filed a plan of reorganization and
accompanying disclosure statement providing for the following
classification and treatment of claims:
* Class 1: Secured Claim of DSL is impaired. Class 1 consists of
the Allowed Secured Claim of DSL. DSL filed a secured claim for
$1,968,105.48 plus alleged post-petition default rate interest. DSL
and the Debtor have reached a resolution of DSL???s Claim, which
will result in DSL having an Allowed Secured Claim of $1,700,000.00
as of the Effective Date. That Claim shall be an Allowed Secured
Claim in the amount of $1,700,000.00 and the lien shall continue in
place as a first priority lien, which shall prime any existing
liens or claims against the Real Property and shall be paid as an
Amended and Restated Note and Mortgage and Security Agreement
mortgage.
* Class 2: Alleged Secured Claim of Edith is impaired. Edith has
filed a Secured Claim in the amount of $900,000.00, and an
Unsecured Claim for that same amount, which is disputed by the
Debtor. As part of the settlement negotiated as part of the
mediation, Edith shall withdraw its Unsecured Claim have an Allowed
Secured Claim of $225,000.00. Edith shall receive a payment on that
Claim of $50,000.00 on the Effective Date and shall be given an
unsecured promissory note for $175,000.00 payable within eighteen
(18) months and which shall accrue interest at 2% per annum, with
such interest to be paid upon maturity or earlier payment.
* Class 3: General Unsecured Claims is impaired. Class 3
consists of the following Allowed General Unsecured Claims: Claim
#1 NYS Department of Taxation $410.18, Claim #3 IRS $6,388.77 and
Claim #4 Consolidated Edison $121.50. These Allowed Unsecured
Claims shall be paid out in equal monthly payments over eighteen
(18) months, with interest at the Federal Judgment Rate in effect
on the Confirmation Date, with the first payment being due on the
Effective Date.
* Class 4: Insider Claims is impaired. Class 4 consists of
Allowed Insider Claims of loans made to Debtor from affiliates and
Insiders of Debtor and/or its members which total $181,334.66.
Class 3 Allowed Claims shall be subordinate to General Unsecured
Claims. These Allowed Claims shall not be paid on the Effective
Date and shall remain as liabilities of the Debtor.
* Class 5: Interests is impaired. Class 5 consists of Allowed
Interests and Claims of the shareholder of the Debtor. The
President of the Debtor shall make a new value contribution of at
least $50,000.00, and shall obtain all of the interests of Bruce
Falloon in the Post-Confirmation Debtor. This transfer shall be
exempt from any Exempt Taxes.
The Debtor will effectuate the terms of the plan through the use of
cash on hand in the Debtor, together with a new value contribution
by Dawn Foster in the sum of at least $50,000. The Debtor will
obtain: (i) the New Loan from DSL on the Effective Date for up to
Eighteen Months on the terms set forth in the treatment of Class 1
and then from a third party lender to obtain the necessary funds to
tender payment in full to DSL and Edith under the terms of the
Plan.
A full-text copy of the Disclosure Statement dated November 27,
2018, is available at:
http://bankrupt.com/misc/nyeb18-11842786ess-64.pdf
About 303 Dean Realty
303 Dean Realty Inc. is a real estate company that owns a property
located in Brooklyn, New York valued by the company at $4 million.
303 Dean Realty Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42786) on May 14,
2018. In the petition signed by Dawn Foster, president, the
Debtor
disclosed total assets of $4 million assets and total liabilities
of $2.86 million. Avrum J. Rosen, Esq. at Rosen, Kantrow &
Dillon,
PLLC, serves as counsel to the Debtor.
ADVANCED SPORTS: GOB Sales at 102 Performance Bicycle Stores Begin
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Gordon Brothers on Dec. 7, 2018, disclosed that it will begin store
closing sales at 102 Performance Bicycle locations across the
country. As part of its Chapter 11 process, Advanced Sports
Enterprises, Inc., d/b/a Performance Bicycle, has made the
strategic decision to close all 102 Performance Bicycle stores.
Opening discounts up to 40% will be offered on all inventory,
including current product, and feature top bike and accessory
brands.
"We expect merchandise to sell very quickly," stated Tim Shilling,
Managing Director, Gordon Brothers. "Tremendous values on all
categories are being offered starting [December 7]. Sales will run
until all inventory is sold, which is expected to be fast."
The store location list is available at:
http://bankrupt.com/misc/PerformanceBicycleStoreClosingListing.pdf
About Gordon Brothers
Since 1903, Gordon Brothers -- http://www.gordonbrothers.com/--
has helped lenders, operating executives, advisors, and investors
move forward through change. The firm brings a powerful
combination of expertise and capital to clients, developing
customized solutions on an integrated or standalone basis across
four service areas: valuations, dispositions, operations, and
investments. Whether to fuel growth or facilitate strategic
consolidation, Gordon Brothers partners with companies in the
retail, commercial, and industrial sectors to put assets to their
highest and best use. Gordon Brothers conducts more than $70
billion worth of dispositions and appraisals annually. Gordon
Brothers is headquartered in Boston, with 25 offices across five
continents.
About Advanced Sports Enterprises
Advanced Sports Enterprises, Inc., designs, manufactures and sells
bicycles and related goods and accessories.
Advanced Sports 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
http://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
http://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.
The Hon. Benjamin A. Kahn is the case judge.
Advanced Sports Enterprises estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities, and Advanced
Sports, Inc., estimated $100 million to $500 million in assets and
$50 million to $100 million in liabilities as of the bankruptcy
filing.
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.
ADVANCED SPORTS: Has 2nd Interim Order to Conduct Closing Sales
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Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina has issued a second interim order
authorizing Advanced Sports Enterprises, Inc. and its
debtor-affiliates, on an interim basis, to (i) operate under their
Store Closing Program -- Amended and Restated Consulting Agreement
dated as of Nov. 29, 2018, with Gordon Brothers Retail Partners,
LLC; (ii) (ii) continue to operate store closing and other mutually
agreed upon themed sales at the Debtors' 40 retail stores
identified in the Amended Agreement; and (iii) operate "inventory
clearance," "sale on everything," and other mutually agreed upon
themed sales at the their 62 retail stores identified in the
Amended Agreement.
The sale will be free and clear of all Encumbrances.
The Debtors are authorized to discontinue operations at the Stores
in accordance with the Second Interim Order and the Sale
Guidelines. Subject to entry of a further order, including without
limitation the Final Order, all entities that are presently in
possession of some or all of the Merchandise or Offered FF&E in
which the Debtors hold an interest that is or may be subject to the
Amended Agreement are directed to surrender possession of such
Merchandise or Offered FF&E to the Debtors or Gordon Brothers.
Except as expressly provided in the Amended Agreement, the sale of
the Merchandise and Offered FF&E will be conducted by the Debtors
and Gordon Brothers notwithstanding any restrictive provision of
any lease, sublease or other agreement relative to occupancy
affecting or purporting to restrict the conduct of the Sales, the
rejection of leases, abandonment of assets, or "going dark"
provisions.
To the extent authorized by an Order entered by the Court on the
Debtors' Motion for Entry of Interim and Final Orders (I)
Authorizing the Debtors to Maintain and Administer Their Existing
Customer Programs and Honor Certain Prepetition Obligations Related
Thereto and
(II) Granting Related Relief filed on the Petition Date, Gordon
Brothers will accept the Debtors' validly-issued gift certificates
and gift cards that were issued by the Debtors prior to the Sale
Commencement Date in accordance with the Debtors' gift certificate
and gift card policies and procedures, as such policies and
procedures existed on the Petition Date, and accept returns of
merchandise sold by the Debtors prior to the Sale Commencement
Date.
All sales of Sale Assets will be "as is" and final. However, all
state and federal laws relating to implied warranties for latent
defects will be complied with and are not superseded by the sale of
said goods or the use of the terms "as is" or "final sales."
Subject to the cash collateral budget entered in connection with
these chapter 11 cases, Gordon Brothers will be paid its consulting
fees and expense reimbursement at the times and in the amounts set
forth in the Amended Agreement.
On Dec. 6, 2018 at 11:00 a.m. (PET), a further hearing on the
Motion. The objection deadline is Dec. 5, 2018 at 5:00 p.m. (PET).
Notwithstanding Bankruptcy Rule 6004(h), the Second Interim Order
will take effect immediately upon its entry.
A copy of the Store Closing Agreement and the Sale Guidelines
attached to the Order is available for free at:
http://bankrupt.com/misc/Advanced_Sports_168_Order.pdf
About Advanced Sports Enterprises
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
http://www.performancebike.com/
Bitech, Inc.m, 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
http://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.
Advanced Sports Enterprises estimated assets of $1 million to $10
million and liabilities of $10 million to $50 million while
Advanced Sports, Inc., estimated assets of $100 million to $500
million and liabilities of $50 million to $100 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.
ALLENTOWN NEIGHBORHOOD: Moody's Cuts 2017/2018 Bonds to Ba3
-----------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the
ratings on Allentown Neighborhood Improvement Zone Development
Authority (ANIZDA), PA's $210 million Tax Revenue Bonds Series 2017
and $100 million Series 2018 bonds. Moody's has also affirmed the
Baa3 rating for ANIZDA's $224 million Tax Revenue Bonds, Series
2012 A&B. The outlook for all series of debt is stable.
RATINGS RATIONALE
The downgrade to Ba3 on the Series 2017 and 2018 reflects a further
leveraging of developer dedicated revenues, given the anticipated
issuance of unrated subordinated debt. This considerable increase
in leverage, and the potential for additional junior lien debt
issuance going forward, has exacerbated its previously highlighted
concerns regarding taxpayer concentration. The further material
increase in leverage, coupled with unchanged, though highly
elevated, taxpayer concentration, is the primary driver of the
downgrade action. The Ba3 rating reflects substantial concentration
risk to a single tax payer and to an economically sensitive revenue
stream. The Ba3 rating also incorporates the availability of a debt
service reserve for each series, funded in cash at maximum annual
debt service.
The affirmation of the Baa3 rating on the Series 2012 A&B bonds
reflects continued debt service coverage of more than 2x for this
series of bonds, and relatively strong legal provisions. The Baa3
rating also reflects the support of a debt service reserve as well
as a surplus fund, both held in cash and funded at maximum annual
debt service. While increased leverage in the transaction as a
whole does negatively weigh on the credit profile of the 2012
bonds, the stability of coverage over the past five fiscal years
and the ability of the 2012 bonds to withstand considerable revenue
volatility while maintaining satisfactory coverage in forward
looking stress projections has driven its rating affirmation.
RATING OUTLOOK
The rating outlook is stable given its understanding of the current
debt profile overall and the developer's ability to issue a limited
amount of additional debt in the near term. Should the debt profile
of this transaction change from its current understanding, the
ratings on all outstanding series of bonds could be negatively
impacted.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Material diversification of top taxpayers
- Considerable improvement in annual debt service coverage
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Material decline in debt service coverage
- Increased leverage beyond current expectations
- Any draw on either the debt service reserve or surplus funds
- Loss of a significant anchor tenant / taxpayer
- Further concentration of key taxpayers
- Lack of sufficient information necessary to maintain the
ratings
- Blight or destruction of NIZ projects that materially impacts
the zone
LEGAL SECURITY
The bonds are secured by a mix of state and local taxes,
specifically corporate and personal income taxes, sales and use
tax, malt beverage and liquor tax, cigarette tax, local earned
income tax, Allentown business privilege tax, and a local services
tax, paid by businesses located in the Allentown Neighborhood
Improvement Zone.
PROFILE
The Allentown Neighborhood Improvement Zone uses certain tax
revenues to rebuild its downtown core and waterfront areas with the
specific purpose of generating investment in new job-creating
projects. The 128-acre NIZ stretches from the city's center to its
Lehigh River waterfront.
AMISTAD READY MIX: Seeks Authority to Use Cash Collateral
---------------------------------------------------------
Amistad Ready Mix, Inc., seeks authority from the United States
Bankruptcy Court for the Western District of Texas to use cash
collateral while it continues operating its business operation.
The Debtor needs to use cash collateral to fund post-petition
operations. In the conduct of its business, the Debtor must
purchase supplies and pay its regular operating expenses, including
but not limited to employee payroll. Moreover, the Debtor has
regular business to continue its operations such that it operates
at a net profit sufficient to preserve the ongoing value of its
business.
Next, the Debtor would agree to only use cash collateral pursuant
to a budget with a 10% total variance and the ability to apply any
unused budgeted funds at its business judgment discretion (except
additional payments to insiders outside the proposed officer
salaries). The Debtor will keep all income in a debtor in
possession account.
The Debtor has several Secured Creditors and the approximate amount
of the debts are as follows: (a) Keystone Equipment Finance
Corporation successor in interest to Star Capital Group, LP is owed
approximately $55,373; (b) BMO Harris Bank is owed approximately
$477,277; (c) Sterns Bank National Corporation is owed
approximately $681,683; (d) BMO Transportation Finance the
successor in interest to GE Capital Commercial, Inc.; (e) Capital
Farm Credit is owed approximately $270,000; and (f) the Internal
Revenue Service is owed approximately $1478.00.
Prior to filing this petition, the Debtor had outstanding UCC
blanket liens from BMO Harris Bank and Sterns Bank National
Corporation to finance its underlying business. The total
outstanding principal on these secured debts is approximately $1.15
million as of November 9, 2018. Capital Farm Credit also has a
secured lien over real estate related to the ready mix business in
the amount of approximately $270,000. The outstanding receivables
of the Debtor from its ready mix operation amount to approximately
$8,711.
Additionally, the Debtor proposes: (a) paying adequate assurance
monthly payments, beginning begin on December 9, 2018, as follows
$2,000 per month to BMO Harris Bank, $2,900 to Sterns Bank National
Corporation and $1,125 per month to Capital Farm Credit, and (b)
granting replacement liens on all inventory, equipment, accounts
receivable, real estate, and general intangibles from the Debtor's
estate acquired after the bankruptcy filing to the same extent,
validity, and priority as existed on the date the Chapter 11 case
was filed, and to the extent of cash collateral that is actually
used.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txwb18-52645-4.pdf
About Amistad Ready Mix
Amistad Ready Mix, Inc., based in Del Rio, Texas, is a ready mix
concrete supplier specializing in the delivery of concrete ready
mix and aggregate for use in a building's foundation, structure,
and exterior.
Amistad Ready Mix filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No.) on Nov. 5, 2018. In the petition signed by Sergio
Galindo, president, the Debtor estimated assets of $1 million to
$10 million and liabilities of the same range as of the bankruptcy
filing. The case is assigned to Judge Ronald B. King. The Smeberg
Law Firm, PLLC, led by name partner Ronald J. Smeberg, serves as
counsel to the Debtor.
ARTHUR AVERY: $252K Sale of Avon Park Properties to Abbotts Okayed
------------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Arthur B. Avery, Jr.'s sale
of the following real properties: (i) located at 2514 U.S. Hwy. 27
S., Avon Park, Florida; (ii) located at 2516 U.S. Hwy. 27 S., Avon
Park, Florida; (iii) located at 2510 U.S. Hwy. 27 S., Avon Park,
Florida; and (iv) located at 2508 U.S. Hwy. 27 S., Avon Park,
Florida to Robert Abbott and Robin E. Abbott for $252,000.
The final hearing on the Motion was held on Nov. 28, 2018 at 9:30
a.m.
At the Auction held, the Abbotts submitted the highest and best bid
of $225,000, plus a $27,000 buyer's premium for a total purchase
price of $252,000.
The sale is free and clear of all Interests.
Robert Abbott will pay the balance of a deposit equal to 10% of the
Purchase Price to the closing agent, Gullett Title, 401 St. Johns
Ave., Palatka, FL 32177, within 24 hours of notification by the
Auctioneer.
The closing will occur within 30 days after auction or 10 days
after entry of the Order, whichever occurs later. At the closing,
Robert Abbott will pay the balance owed on the Purchase Price, less
the Abbotts' share of the net proceeds to be determined by the
Closing Agent.
After consummation of the sale, Walter Driggers, III, and SOLDNOW,
LLC, doing business as Tranzon Driggers, will be authorized to
return any deposit amounts, as necessary, and engage in any other
action required to finalize and complete the Auction process, as
specified in the Motion.
The Closing Agent will distribute the sale proceeds as follows:
a) To Wauchula State Bank, P.O. Box 248, 106 E. Main St.,
Wauchula, FL 33873, the amount required to pay in full the mortgage
on the Avon Park properties held by Wauchula State Bank which will
be determined as follows: $151,009, plus interest at the rate of
$23 per day on the outstanding principal ($150,000) from Nov. 13,
2017 through the date of closing;
b) $3,025.00 to Wauchula State Bank, P.O. Box 248, 106 E. Main
St., Wauchula, FL 33873, which represents the attorneys' fees
incurred by Wauchula State Bank in connection with the Avon
Properties;
c) $27,000 to the Auctioneer, which represents the buyer's
premium; and
d) Net proceeds to the Debtor.
The Debtor will pay the following administrative claim and retainer
from his share of the net proceeds: (a) $4,449 to Gray Robinson for
the mediation services of Roy Kobert; and (b) $20,000 to Johnson
Pope Bokor Ruppel & Burns, LLP as a retainer for special counsel
Robert Potter, Esq.
Within seven days of the closing, the Debtor will file the closing
documents or attach same to his monthly operating reporting,
whichever comes first.
Arthur B. Avery, Jr., sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 16-09606) on Nov. 13, 2017. The Debtor tapped Suzy
Tate, Esq., at Suzy Tate, P.A., as counsel.
ASPC CORP: Adds Ohio's $354K Tax Claim in 1st Amended Plan
----------------------------------------------------------
ASPC Corp., f/k/a AcuSport Corporation, filed a first amended
disclosure statement explaining the Chapter 11 plan of liquidation
co-proposed by the Official Committee of Unsecured Creditors.
The Debtor discloses that it believes there should not be any
allowed Priority Claims after the claims objection process and the
elimination of duplicate claims, late filed claims, superseded
claims, disputed claims, and other claims deemed not allowable,
based on the Debtor's current books and records, and the Debtor
disputes any Proofs of Claim asserting a Priority Claim. However,
certain Proofs of Claim have been filed that assert priority
claims. Those claims include Claim Number 284 filed by the Ohio
Department of Taxation, which asserts a priority amount of
$311,824.09. The Debtor has not reviewed in detail the facts
underlying claims asserting priority status, including Claim 284,
as of November 29, 2018. Allowance of any Priority Claim in a
material amount could affect the distributions under the Plan. The
Debtor, the Committee and the Creditor Trustee reserve all rights
to object to any Priority Claim, including Claim 284, on all
available grounds.
On October 24, 2018, the Ohio Department of Taxation filed proof of
claim No. 284 asserting an unsecured claim in the total amount of
$354,386.74 arising from alleged unpaid use taxes during the period
from July 1, 2013 to September 30, 2016. The Ohio Tax Claim
includes a component alleged to be entitled to priority in
accordance with section 507(a)(8) of the Bankruptcy Code amounting
to $311,824.09. Following an audit conducted in late 2016 and early
2017, the Ohio Department of Taxation issued an assessment for the
amounts reflected in the Ohio Tax Claim on May 16, 2017, which
assessment was appealed by Debtor on July 16, 2017. The appeal
disputed the validity of the assessment and remained pending on the
Petition Date. In addition to Debtor???s pending dispute regarding
the validity of the Ohio Tax Claim, Debtor has not yet evaluated
the extent to which the Ohio Tax Claim may be to priority under
section 507(a)(8) of the Bankruptcy Code.
Class 3, consisting of all Unsecured Claims that are not
Administrative Claims, Priority Tax Claims, or Priority Claims, are
impaired. Class 3 Estimated Claims Pool: $52,300,000 to
$63,000,000. Expected Recovery: 3.0%-6.0% Holders of Allowed Class
3 Claims shall be paid Pro Rata in accordance with the Creditor
Trust Agreement and this Plan. In accordance with the Creditor
Trust Agreement, all property of the Estate shall be deposited in
the Creditor Trust no later than the Effective Date. The Creditor
Trustee shall liquidate the Creditor Trust Assets, as applicable,
and distribute the Net Proceeds from time to time on dates
determined by the Creditor Trustee
Class 4 is impaired. Consists of all Equity Security Interests in
Debtor. Expected Recovery: 0%. Each Holder of a Class 4 Interest is
deemed to have rejected the Plan. Holders of Class 4 Interests
shall not receive a distribution under the Plan, and their Equity
Securities shall be canceled and extinguished as of the Effective
Date.
The Debtor also disclosed that Smith & Wesson Corp. asserts that it
has complete and absolute defenses to all counts asserted in the
adversary proceeding and that it intends to vigorously defend the
same. The Debtor, based on its analysis and information provided to
it by Smith & Wesson Corp., disputes Smith & Wesson Corp.'s
assessment of its defenses, and intends to vigorously prosecute its
claims. Pursuant to the Bankruptcy Court's Initial Order Setting
Briefing and Discovery Schedule in Connection with Notice of
Designation of Contract Filed by Ellett Brothers, LLC, the
adversary proceeding is currently stayed and being held in abeyance
pending the Bankruptcy Court???s determination regarding the S&W
Distributor Agreement dispute, and Smith & Wesson is not required
to file an answer or other responsive pleading in such adversary
proceeding until 21 days after the Bankruptcy Court issues an order
resolving such dispute.
The fee dispute involves whether certain cash receipts by the
Prepetition Lenders
under the Final Cash Collateral Order constitute disbursements, and
Debtor and the Committee are in agreement that the sweep amounts
should not be included. Debtor , the Committee, and the United
States Trustee are engaged in ongoing discussions to resolve this
matter, and the parties have exchanged extensive information in
that regard. Nothing in the Plan is intended to adjudicate or
affect the rights of any party with respect to this fee dispute.
The Debtor further discloses that the insurance policies to be
assumed and to be maintained after the Effective Date do not
include any insurance policies or agreements pursuant to which the
Debtor provides employee benefits, such as health, dental, short-
and long-term disability insurance, to its current or former
employees. The Debtor expects its employee benefits plans and all
related insurance policies to terminate prior to the Effective
Date, but to the extent any employee benefit plans and/or related
insurance policies remain in effect as of the Confirmation Date,
they will be terminated on the Effective Date. Specifically, the
term "insurance policies" as used in the Plan does not include any
agreement or insurance policy between Debtor and Life Insurance
Company of North America or Cigna Behavioral Health, Inc., all of
which the Debtor intends to terminate prior to the Effective Date.
A full-text copy of the Disclosure Statement dated November 29,
2018, is available at:
http://bankrupt.com/misc/ohsb18-18bk52736-419.pdf
About AcuSport Corp.
Based in Bellefontaine, Ohio, AcuSport Corporation is a nationwide
distributor of shooting sports products and business solutions for
the independent firearms retailer with regional sales offices in
Ohio, Pennsylvania, Georgia, Minnesota, Texas, Montana and
California.
AcuSport Corporation, based in Bellefontaine, OH, filed a Chapter
11 petition (Bankr. S.D. Ohio Case No. 18-52736) on May 1, 2018.
In the petition signed by CFO John K. Flanagan, the Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in liabilities.
The Hon. John E. Hoffman Jr. presides over the case.
The Debtor hired Allen Kuehnle Stovall & Neuman LLP, as local
counsel; Bryan Cave Leighton Paisner LLP, as general counsel;
Huron
Transaction Advisory LLC, as investment banker; Huron Consulting
Services LLC, as financial advisor; and Donlin Recano & Company,
Inc., as claims noticing & solicitation agent.
Daniel M. McDermott, U.S. Trustee for Region 9, on May 10, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of AcuSport Corporation.
The Committee retained Goldstein & McClintock LLLP as counsel,
Frost Brown Todd LLC as local counsel to the Committee, and BDO
USA, LLP as financial advisor.
On June 28, 2018, the Bankruptcy Court approved the sale of certain
of the Debtor's assets.
The Sale closed on June 29, 2018. Following consultation with all
requisite parties, the Debtor has changed its name with the Ohio
Secretary of State to ASPC Corp.
B&P DEVELOPMENT: Seeks Permission to Pay Impact Fire Services
-------------------------------------------------------------
B&P Development, LLC, seeks permission from the U.S. Bankruptcy
Court for the Western District of Texas to pay $1,465 plus tax to
Impact Fire Services.
Impact Fire Services previously conducted an inspection of Debtor's
property located at 615 E. Gibbs, Del Rio, Texas 78840. Based on
such inspection, the Debtor needs to make certain fire safety
improvements to its property. The Debtor believes that the bid is
reasonable and should be accepted. The Debtor has sufficient funds
on hand to pay Impact Fire Services and continue to pay its regular
operating expenses.
The Debtor believes these three lienholders have interest in cash
collateral: (a) First National Bank of Central Texas holds deed of
trust liens in the amount of $554,237.24 and $167,853.92; (b)
Jeffrey Mitchell, who is one of the members of the Debtor, holds a
deed of trust lien in the amount of $235,000 which is junior to
First National Bank of Central Texas; and (c) Knighthawk, LLC,
Series G holds a judgment lien in the amount of $387,789.97 which
is junior to the deed of trust liens.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txwb18-60339-71.pdf
About B&P Development
B&P Development filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-10525) on April 26, 2018. In the petition signed by Jeffrey
Mitchell, member, the Debtor disclosed $1.13 million in assets and
$1.33 million in liabilities.
The Hon. Tony M. Davis presides over the case.
Stephen W. Sather, Esq., at Barron & Newburger, PC, serves as
bankruptcy counsel.
The Debtor tapped Aranda Real Estate real estate broker in
connection with the sale of its real property located at 615 E.
Gibbs Street, Del Rio, Texas.
B52 MEDIA: Court Confirms Ch. 11 Plan of Liquidation
----------------------------------------------------
The Bankruptcy Court has approved, on a final basis, the disclosure
statement explaining B52 Media, LLC's Plan and confirmed the
Chapter 11 Plan of Liquidation.
The Plan is be modified as follows:
Section 2.03 of Article II of the Plan shall be deleted in its
entirety and replaced with the following:
2.03 U.S. Trustee???s Fees. On or before the Effective Date,
the Debtor and Reorganized Debtor, as applicable, shall pay to the
U.S. Trustee all fees currently owed under 28 U.S.C. Section
1930(a)(6). For any such fees that come due after the Effective
Date, such fees shall be paid as and when they come due. The Debtor
and Reorganized Debtor, as applicable, will be responsible for
timely disbursing any such payments to the Office of the U.S.
Trustee when due, and reporting such disbursements under applicable
rules.
The Amended Disclosure Statement disclosed that after prolonged
negotiations, Mr. Rajwani, Payments IP and B52 reached an
agreement
in principle to settle their respective disputes. The proposed
settlement is subject to approval by the Bankruptcy Court. As a
result of the settlement, the Debtor amended the treatment of
Class
2 (General Unsecured Claims) and Class 3 (Disputed General
Unsecured Claim of Suraj Rajwani).
Class 2 consists of General Unsecured Claims filed against,
scheduled and/or estimated by the Debtor in the amount of
approximately $1,453,944, but excluding the alleged Claims of
holders of Class 3 (Suraj Rajwani) and Class 4 (Payments IP)
Claims. In full and final satisfaction and discharge of each
Allowed Class 2 Claim, each Holder of an Allowed Class 2 Claim
shall receive their pro-rata share of the proceeds from the sale
of
the Debtor????????s Assets (pari passu with Allowed Class 3 or
Class 4
Claims, as applicable) after all Administrative Claims and the
Allowed Class 1 Claim is paid. The Debtor estimates that Holders
of Class 2 General Unsecured Claims will receive approximately 60%
of their Allowed Claims, in cash, beginning on the Effective Date
(to the extent funds are available), followed by semi-annual
payments on January 1 and June 1 of each year for a period not to
exceed five years. Notwithstanding the foregoing, Holders of
Class
2 Claims are advised that the proposed distribution is an
estimate,
and is subject to change based on the outcome of the proposed
settlement between the Debtor, Mr. Rajwani and Payments IP, the
allowance of Claims (including the allowance of some or all of the
Class 3 or Class 4 Claim in the absence of approval of the
settlement) and the net proceeds from the sale of the
Debtor????????s
Assets. The Debtor estimates that absent approval of the
settlement with Mr. Rajwani, the distribution to holders of Class
2
and Class 4 Claims will be substantially less than the stated
estimate of approximately 60%.
Class 3 consists of the Disputed General Unsecured Claim asserted
against by Suraj Rajwani in the disputed amount of approximately
$700,000. Under the settlement, the Debtor has agreed to pay Mr.
Rajwani the sum of $250,000, plus the assignment and transfer of
approximately 43 domain names, identified in the proposed
settlement agreement, the total consideration estimated to be
approximately $500,000. In the event the settlement is approved
by
the Bankruptcy Court, the Class 3 Claim will be satisfied, and the
Class 4 Claim of Payments IP will be withdrawn, and Payments IP
will have no Claim against the Debtor, the Reorganized Debtor or
the Bankruptcy Estate. In the event the settlement is not
consummated or approved by the Bankruptcy Court, the Debtor
intends
to seek a determination by the Bankruptcy Court of the amount of
Mr. Rajwani's Claim through the Bankruptcy Code's claim objection
process. The Disputed General Unsecured Claim of Mr. Rajwani, to
the extent Allowed after adjudication by the Bankruptcy Court or a
Court of competent jurisdiction, shall be paid on a pro-rata basis
with Holders of Class 2 Claims.
Class 4 consists of the Contingent General Unsecured Claim filed
by
Payments IP Pty Ltd., against the Debtor in the amount of
$776,878.
The Allowed Contingent Unsecured Claim of Payments IP Pty Ltd., is
contingent and unliquidated. Payments IP Pty Ltd.????????s claim
arises
out of the purchase of the domain name Funding.com, the ownership
of which has been challenged by Suraj Rajwani in the California
Litigation.
The Plan will be funded from the sale of the Assets and, to the
extent applicable, from net recoveries from Avoidance Actions and
Causes of Action. Creditors should be aware that the estimates
are
subject to change based on the outcome of the proposed settlement
between the Debtor, Mr. Rajwani and Payments IP, the Allowed
amount
of Class 3 and Class 4 Claims in the absence of settlement, and
the
sale proceeds ultimately obtained from the sale of the Assets.
Distributions under the Plan shall begin to be made no later than
February 1, 2019, subject to the Debtor????????s or Reorganized
Debtor????????s (as the case may be) right to seek an extension for
up
to 60 days, for good cause shown.
A copy of the Amended Disclosure Statement from PacerMonitor.com
is
available at https://tinyurl.com/ycngmjfg at no charge.
A copy of the original Disclosure Statement is available at:
http://bankrupt.com/misc/mdb18-12045-70.pdf
About B52 Media LLC
Headquartered in Pikesville, Maryland, B52 Media, LLC --
http://www.b52.com/-- is in the online services technology
consulting business. It helps small and large corporations find
the right domain names for their businesses. B52 Media also
designs and builds professional powered Web sites and offers
marketing strategies.
B52 Media sought protection under Chapter 11 of the Bankruptcy
Code
(Bankr. D. Md. Case No. 18-12045) on Feb. 16, 2018. In the
petition signed by Jonathan Bierer, authorized representative, the
Debtor estimated assets of less than $50,000 and liabilities of $1
million to $10 million. Judge Michelle M. Harner presides over
the
case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., is
the
Debtor's legal counsel.
BAKER AND SONS: Feb. 27 Deadline for Filing Plan, Disclosures
-------------------------------------------------------------
Baker and Sons Air Conditioning, Inc.'s Chapter 11 case came on for
status conference pursuant to Bankruptcy Code Section 105(d) on
November 26, 2018. At the Status Conference, the Court reviewed
the nature and size of the Debtor's business, the overall status of
the case and considered the positions of the parties represented at
the Status Conference. Based on that review, the Court has
determined that it is appropriate in this case to implement the
procedures described in this order governing the filing of a plan
of reorganization and disclosure statement to ensure that this case
is handled expeditiously and economically.
Accordingly, the Debtor is directed to file a Plan and Disclosure
Statement on or before February 27, 2019.
About Baker and Sons Air Conditioning
Baker and Sons Air Conditioning, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-09333) on Oct. 30, 2018. At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of less
than
$1 million. The Debtor tapped the Law Offices of Benjamin Martin
as its legal counsel.
BAKER AND SONS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Baker and Sons Air Conditioning, Inc. as of
Baker and Sons Air Conditioning, Inc., according to a court
docket.
About Baker and Sons Air Conditioning
Baker and Sons Air Conditioning, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-09333) on Oct. 30, 2018. At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$1 million. The Debtor tapped the Law Offices of Benjamin Martin
as its legal counsel.
BAKKEN RESOURCES: APS Services Providing Management Services
------------------------------------------------------------
In connection with the Chapter 11 Case, Bakken Resources, Inc.'s
Board of Directors approved the appointment of David Hindman and
Richard Robbins, both of APS Services, LLC, as the Company's Chief
Restructuring Officer and Vice President of Restructuring,
respectively, effective as of Dec. 7, 2018.
The Company has engaged APS Services, LLC, to provide interim
management services to the Company.
On Dec. 4, 2018, APS entered into an engagement letter with the
Company under which (i) Mr. Hindman will serve as the Chief
Restructuring Officer of the Company, (ii) Mr. Robbins will serve
as Vice President of Restructuring of the Company, and (iii) APS
and Messrs. Hindman and Robbins will assist the Company with all
phases of the Chapter 11 case and will provide interim management
services, as set forth in the engagement letter.
Under the terms of the engagement letter, APS received a retainer
of $150,000 and, subject to approval of the Bankruptcy Court, will
receive compensation on an hourly basis based on the billing rates
set forth in the engagement letter, including $1,005 per hour for
Mr. Hindman, $815 per hour for Mr. Robbins, reimbursement for
expenses reasonably incurred in connection with the services
provided, and a success fee not to exceed 5% of the total gross
proceeds received from the sale of the Company's assets. The
$150,000 retainer will be applied toward the invoices received by
the Company.
Termination of Karen Midtlyng's Employment
On Dec. 3, 2018, the employment of Karen Midtlyng as interim
treasurer ended. Ms. Midtlyng will remain available as a
consultant to the Company pursuant to a Separation Agreement
entered into with the Company on Dec. 3, 2018. Ms. Midtlyng will
continue to serve as secretary and a director of the Company.
Resignation of Accountant
Immediately prior to the petition date, on Dec. 6, 2018, DeCoria,
Maichel & Teague, P.S., resigned as the Company's independent
registered public accounting firm, effective immediately.
DMT's report on the financial statements of the Company for the
fiscal years ended Dec. 31, 2015 through Dec. 31, 2017 did not
contain any adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or accounting
principles.
There have been no disagreements during the fiscal years ended Dec.
31, 2015 through Dec. 31, 2017 and the subsequent interim period up
to and including the date of DMT's resignation between the Company
and DMT on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
About Bakken Resources
Bakken Resources, Inc. (OTCMKTS:BKKN) --
https://www.bakkenresourcesinc.com/ -- is an independent energy
company focused on holding non-working interests in oil and natural
gas properties in North America. Bakken's primary focus since
inception in 2010 has been the Williston Basin in western North
Dakota. The Company owns mineral rights to approximately 7,200
gross acres and 1,600 net mineral acres of land located about eight
miles southeast of Williston, North Dakota. The Company's land
assets consist generally of net mineral acres spanning from the
sub-surface to the base of the so-called "rock unit" in an area
commonly referred to as the Bakken formation. The Company is
headquartered in Helena, Montana.
Bakken Resources filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 18-17254) on Dec. 7, 2018. The Debtor estimated $1 million to
$10 million in assets and less than $1 million in liabilities. The
Hon. Bruce T. Beesley is the case judge. BROWNSTEIN HYAT FARBER
SCHRECK, LLP, led by Samuel A. Schwartz, Esq., and LOWENSTEIN
SANDLER LLP serve as the Debtor's counsel.
BAKKEN RESOURCES: Expects Business as Usual While in Chapter 11
---------------------------------------------------------------
Bakken Resources, Inc., said in a regulatory filing that it expects
ordinary-course operations to continue substantially uninterrupted
during and after the consummation of the Chapter 11 case.
According to a filing with the Securities and Exchange Commission,
the Company, which sought bankruptcy protection Dec. 7, 2018, will
continue to operate its business as "debtor-in-possession" under
the jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court.
The Company has filed a series of first day motions with the Court
that seek authorization to continue to conduct its business without
interruption. The motions are designed primarily to minimize the
effect of bankruptcy on the Company's operations and customers.
Company Shares
The Company said in the SEC filing that stockholders are cautioned
that it is possible that the Company's stockholders may receive
little to no consideration in exchange for the Company's common
stock upon the Company's emergence from bankruptcy and the common
stock may have little or no value and that trading in securities of
the Company during the pendency of the Chapter 11 Case will be
highly speculative and will pose substantial risks. It is possible
the Company's outstanding securities may be cancelled and
extinguished upon confirmation of a restructuring plan by the
Bankruptcy Court. In such an event, the Company's stockholders and
other security holders would not be entitled to receive or retain
any cash, securities or other property on account of their
cancelled securities. Trading prices for the Company's common
stock and other securities may bear little or no relation to actual
recovery, if any, by holders thereof in the Company's Chapter 11
Case. Accordingly, the Company urges extreme caution with respect
to existing and future investments in its securities.
About Bakken Resources
Bakken Resources, Inc. (OTCMKTS:BKKN) --
https://www.bakkenresourcesinc.com/ -- is an independent energy
company focused on holding non-working interests in oil and natural
gas properties in North America. Bakken's primary focus since
inception in 2010 has been the Williston Basin in western North
Dakota. The Company owns mineral rights to approximately 7,200
gross acres and 1,600 net mineral acres of land located about eight
miles southeast of Williston, North Dakota. The Company's land
assets consist generally of net mineral acres spanning from the
sub-surface to the base of the so-called "rock unit" in an area
commonly referred to as the Bakken formation. The Company is
headquartered in Helena, Montana.
Bakken Resources filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 18-17254) on Dec. 7, 2018. The Debtor estimated $1 million to
$10 million in assets and less than $1 million in liabilities. The
Hon. Bruce T. Beesley is the case judge. BROWNSTEIN HYAT FARBER
SCHRECK, LLP, led by Samuel A. Schwartz, Esq., and LOWENSTEIN
SANDLER LLP serve as the Debtor's counsel.
BIG APPLE ENERGY: Hires Harfenist Kraut as Special Counsel
----------------------------------------------------------
Big Apple Energy, LLC and Clear Choice Energy, LLC, seek approval
from the U.S. Bankruptcy Court for the Eastern District of New York
to hire Harfenist Kraut & Perlstein LLP as special litigation
counsel.
Professional services HK&P will render are:
a. provide pre-petition litigation captioned Big Apple Energy,
LLC and Victor Ferreira v. Samuel Srei, Chaim Miller aka Harry
Miller, One Edgewater Equities, LLC, Irivng Langer, Leibel
Lederman, Aryeh Ginzberg, Rochele Friedman and Jeffrey Levitan,
Index no. 60854/2018, pending in the Supreme Court of New York,
Nassau County;
b. review claims against Owl Ridge and One Energy to collect
on certain promissory notes executed by Owl Ridge and One Energy in
favor of the Debtors and to foreclose a pledge by those entities of
their security interest in City Power and Gas securing the
promissory notes; and
c. review claims against Utility Expense Reduction, LLC and
its apparent affiliate, RPA Energy Inc. to foreclose through
judicial action the Debtors' security interest in the assets of UER
and RPA which secures the approximate $10,200,000 owed by UER to
the Debtors under supply agreements as well as claims for monetary
relief.
Fees HP&K will charge are:
Senior Para-Professionals $225
Associates $450
Partners $550
Steven J. Harfenist, Esq., member of the firm Harfenist Kraut &
Perlstein LLP, attests that his firm is a disinterested person as
that term is defined in 11 U.S.C. Sec. 101(14) of the Bankruptcy
Code.
HP&K can be reached at:
Steven J. Harfenist, Esq.
Harfenist Kraut & Perlstein LLP
2975 Westchester Ave., Suite 415
Purchase, NY 10577
Phone: 914 701-0800
Fax: 914 701-0808
About Big Apple Energy LLC
and Clear Choice Energy
Big Apple Energy LLC and its affiliate Clear Choice Energy, LLC,
are energy-marketing firms in Woodbury, New York, that focus on
natural gas. They provide services to wholesale marketers. They
also offer consulting services to large end users on energy
utilization and utility rate structure analysis.
Big Apple Energy and Clear Choice Energy filed Chapter 11 petitions
(Bankr. E.D.N.Y. Lead Case No. 18-75807) on Aug. 27, 2018. The
petitions were signed by Victor M. Ferreira, manager of BAE Energy
Management, LLC, sole member of the Debtors. At the time of
filing, each Debtor had $10 million to $50 million in estimated
assets and liabilities. Judge Alan S. Trust presides over the
cases. The Debtors tapped Jonathan I. Rabinowitz, Esq., at
Rabinowitz, Lubetkin & Tully, LLC as their legal counsel.
BRENDA DIANA NESTOR: Settlement Agreement with Probate Estate OK'd
------------------------------------------------------------------
Chief Bankruptcy Judge Laurel M. Isicoff approved the compromise of
controversy with the Victor Posner probate estate and related
parties filed by Chapter 11 Trustee Joel Tabas.
In order to approve the Settlement Agreement, the Court must
determine whether the settlement is appropriate, considering the
following Justice Oaks factors:
(a) The probability of success in the litigation; (b) the
difficulties, if any, to be encountered in the matter of
collection; (c) the complexity of the litigation involved, and the
expense, inconvenience and delay necessarily attending it; (d) the
paramount interest of the creditors and a proper deference to their
reasonable views in the premises.
If the Court finds that the Justice Oaks requirements have been
met, then the Court must make a second inquiry to consider whether
it is appropriate to approve the Bar Order contained in the
Settlement Agreement. In order to approve the proposed Bar Order
with respect to Brenda Nestor and Robert Castellano, specifically,
and others, primarily creditors of the Victor Posner probate
estate, the Court must first determine whether the Bar Order was
integral to the Settlement Agreement and then determine whether the
Bar Order is fair and equitable.
The Trustee testified, and Ms. Nestor's own disclosure statement
supports the testimony, that the litigation is very complex, and,
indeed has already cost the bankruptcy estate, or exposed the
bankruptcy estate, to hundreds of thousands of dollars in fees
alone. The Trustee emphasized that just the investigation of all
the Contingent Claims was very costly. In the Trustee's words,
trying to pursue all of this litigation, even if he felt there was
some merit, would be "prohibitively expensive."
Every creditor also supports the Settlement Agreement. And while
Ms. Nestor has objected to the Settlement Agreement (although no
written objection was filed Ms. Nestor requested repeated
continuances as well as filed other pleadings that clearly
reflected she objected to the Settlement) the Court finds that the
Settlement Agreement is in Ms. Nestor's best interests, as well,
because the releases not only release the estate but also Ms.
Nestor, at least with respect to all the sanctions that have been
levied or threatened against her so far.
Thus, the Court finds that the Settlement Agreement meets the
Justice Oaks criteria for approval.
The Trustee testified that the Settlement, already agreed to but
not yet signed, almost fell apart when Mr. Castellano filed his
lawsuit and that once the Castellano Lawsuit was filed, Mr. Van
Kahle insisted a bar order be included in the Settlement Agreement
before he would sign it. Thus, the Court finds that the Bar Order
is integral to the settlement.
A copy of the Court's Memorandum Opinion dated Dec. 7, 2018 is
available at:
http://bankrupt.com/misc/flsb17-21187-700.pdf
Brenda Diana Nestor filed for chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 17-21187) on August 31, 2017, and is
represented by Joann M. Hennessey, Esq.
BRIDGEPORT BIODIESEL: Seeks to Hire Michael A. Koplen as Counsel
----------------------------------------------------------------
Bridgeport Biodiesel 2 LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire the Law Offices
of Michael A. Koplen as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; examine claims; represent the Debtor in
negotiations to borrow funds; assist in connection with any
potential sale of its assets; and provide other legal services
related to its Chapter 11 case.
Koplen charges these hourly fees:
Michael Koplen, Esq. $500
Associate Attorneys $400
Paralegal $200
The firm has received $10,000 in connection with the commencement
of the Debtor's bankruptcy case.
Michael Koplen, Esq., the attorney who will be handling the case,
disclosed in a court filing that his firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael A. Koplen, Esq.
Law Offices of Michael A. Koplen
14 South Main Street, Suite 4
New City, NY 10956
Tel: (845) 623-7070
Fax: (845) 708-5597
Email: Atty@KoplenLawFirm.com
About Bridgeport Biodiesel 2
Pearl River, New York-based Bridgeport Biodiesel, LLC, provides
renewable biodiesel fuel made from recycled cooking oil to the Tri
State Area and the North Eastern Seaboard.
Bridgeport Biodiesel 2, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-22244) on Feb.
11, 2018. In the petition signed by CEO Brent Baker, the Debtor
disclosed $32,078 in assets and $2.4 million in liabilities.
Judge Robert D. Drain presides over the case. The Debtor tapped
the Law Offices of Michael A. Koplen as its legal counsel.
CAREVIEW COMMUNICATIONS: Inks 8th Modification Agreement Amendment
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CareView Communications, Inc., its wholly owned subsidiary CareView
Communications, Inc., a Texas corporation (the "Borrower"), and PDL
Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.), in
its capacity as administrative agent and lender, entered into an
Eight Amendment to Modification Agreement on Dec. 3, 2018, pursuant
to which the parties agreed to amend the Modification Agreement to
provide that the dates on which the Lender may elect, in the
Lender's sole discretion, to terminate the Modification Period
would be July 31, 2018 and Dec. 17, 2018 (with each such date
permitted to be extended by the Lender in its sole discretion);
that the Borrower could satisfy its obligations under the
Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Dec. 17, 2018 (rather than Dec. 3, 2018) (resulting in aggregate
net cash proceeds of at least $3,550,000); and that the Liquidity
required during the Modification Period would be lowered to
$1,525,000 from $1,825,000.
The parties had entered into the Modification Agreement on Feb. 2,
2018, effective as of Dec. 28, 2017, with respect to the Credit
Agreement dated as of June 26, 2015 in order to modify certain
provisions of the Credit Agreement and Loan Documents to prevent an
event of default from occurring.
A full-text copy of the Eight Amendment to Modification Agreement
is available at no charge at https://is.gd/gEwnxb
About CareView Communications
CareView Communications, Inc. -- http://www.care-view.com/-- is a
provider of products and on-demand application services for the
healthcare industry, specializing in bedside video monitoring,
software tools to improve hospital communications and operations,
and patient education and entertainment packages. Its proprietary,
high-speed data network system is the next generation of patient
care monitoring that allows real-time bedside and point-of-care
video monitoring designed to improve patient safety and overall
hospital costs. The entertainment packages and patient education
enhance the patient's quality of stay. CareView is dedicated to
working with all types of hospitals, nursing homes, adult living
centers and selected outpatient care facilities domestically and
internationally. Corporate offices are located at 405 State
Highway 121 Bypass, Suite B-240, Lewisville, TX 75067.
Careview Communications incurred a net loss of $20.07 million in
2017 following a net loss of $18.66 million for the year ended Dec.
31, 2016. As of Sept. 30, 2018, Careview Communications had $10.18
million in total assets, $84.57 million in total liabilities, and a
total stockholders' deficit of $74.38 million.
BDO USA, LLP, in Dallas, Texas, issued a "going concern" opinion in
its report on the consolidated financial statements for the year
ended Dec. 31, 2017, citing that the Company has suffered recurring
losses from operations and has accumulated losses since inception
that raise substantial doubt about its ability to continue as a
going concern.
CELL PHONE: Feb. 19 Deadline for Filing Plan, Disclosures
---------------------------------------------------------
Cell Phone Repair of SWFL, LLC's Chapter 11 case came on for status
conference pursuant to Bankruptcy Code Section 105(d) on November
28, 2018. At the Status Conference, the Court reviewed the nature
and size of the Debtor's business, the overall status of the case
and considered the positions of the parties represented at the
Status Conference. Based on that review, the Court has determined
that it is appropriate in this case to implement the procedures
described in this order governing the filing of a plan of
reorganization and disclosure statement to ensure that this case is
handled expeditiously and economically.
Accordingly, the Debtor is directed to file a Plan and Disclosure
Statement on or before February 19, 2019.
Cell Phone Repair of SWFL, LLC, filed a voluntary Chapter 11
petition (Bankr. M.D. Fla. Case No. 18-09010) on October 22, 2018,
and is represented by Michael R. Dal Lago, Esq.
COLONIAL MEDICAL: Unsecureds to Get 50% in Monthly Payments for 1Yr
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Colonial Medical Management Corp. filed an amended plan of
reorganization and accompanying disclosure statement proposing that
general unsecured claims, classified in Class 3, will receive 50%
payable in equal monthly payments starting April 2019 for one year
until March 2020.
Municipio de Anasco claim no. 12 alleged montly rent arrears. The
total amount of claim no. 12 is $573,213.36. Claim is objected.
If the claim is not disallowed as requested by the Debtor in the
objection, the Debtor proposes: (A) continuing the payment of the
rent as per the contract and until the expiration date of March 19,
2020; (B) Eight installment payments for the payment in full of the
claim as follows: 1. Payments of $75,000 payable on: February 28,
2019; March 31, 2019; May 31, 2019; July 31, 2019; September 30,
2019; November 30, 2019, January 31, 2020 and a final payment of
$48,213.36 on March 15, 2020 for a total of $573,213.36.
Payments and distributions under the Plan will be funded by the
income after deducting operational expenses of the services
provided by the business.
A full-text copy of the Disclosure Statement dated November 27,
2018, is available at:
http://bankrupt.com/misc/prb18-1706925BKT11-138.pdf
About Colonial Medical
Colonial Medical Management Corp. is an ambulatory health care
clinic located in Anasco, Puerto Rico. Its practice location is
listed as Carretera 402 Km 1.8 Bo. Marias Anasco, Puerto Rico.
The Debtor previously sought bankruptcy protection (Bankr. D.P.R.
Case No. 14-01922) on March 13, 2014.
Colonial Medical sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 17-06925) on Nov. 21,
2017.
In the petition signed by Luis Jorge Lugo Velez, its president,
the
Debtor estimated assets of less than $50,000 and liabilities of $1
million to $10 million. Judge Brian K. Tester presides over the
case. Ada Conde, Esq., at 1611 Law and Justice for All, Inc., is
the Debtor's bankruptcy counsel.
The U.S. Trustee appoints Edna Diaz De Jesus, the Puerto Rico
State
Patient Care Ombudsman, as the Patient Care Ombudsman.
CONSTELLATION OIL: Commences Brazilian Restructuring & Chapter 15
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Constellation Oil Services Holding S.A., formerly known as QGOG
Constellation S.A., filed a Chapter 15 bankruptcy petition in New
York, immediately after initiating a recuperacao Judicial
proceeding in Brazil.
Constellation commenced restructuring proceedings in Brazil to
implement a pre-negotiated restructuring of the Company's debt,
which proceeding was accepted by the Brazilian court Dec. 6,
2018.
The Company's restructuring has the support of a majority of its
creditors, including 97.5% of the lenders under its project
financings consisting of the syndicated secured credit facility
with Amaralina Star Ltd. and Laguna Star Ltd. as borrowers and the
syndicated secured credit facility with Brava Star Ltd. as
borrower, its working capital facility with Banco Bradesco S.A.,
Grand Cayman Branch, as well as its shareholders.
"Having the support from a significant portion of our creditors is
an important achievement in restructuring the capitalization of the
Company. Throughout the negotiation process with our creditors,
we have continued to successfully perform under our contracts and
strengthened our reputation as a leading rig operator in Brazil.
We reinforce our commitment to continue to provide
exceptional service to our customers as we implement our
pre-arranged deal through this proceeding," said Mr. Leduvy Gouvea,
CEO of Constellation.
Constellation on Nov. 9, 2018, announced that it intends to utilize
the 30-day grace period and defer payment of an approximate $27
million cash interest payment on its 9.5% Senior Notes due 2024
(the "2024 Notes") and an approximate $3 million cash interest
payment on its 6.25% Senior Notes due 2019 (the "2019 Notes"), both
of which are due on Nov. 9, 2018
About Constellation Oil
Constellation Oil Services Holding S.A. is a provider of offshore
and onshore oil and gas contract drilling and FPSO services in
Brazil through its subsidiary Servicos de Petroleo Constellation
S.A. With continuous operations since 1981, Servicos de Petroleo
Constellation has obtained ISO 9001, ISO 14001, OHSAS 18001 and API
Spec Q2 certifications for its quality management, environmental
and safety records and systems.
Constellation on Nov. 9, 2018, announced that it is deferring
payment of a $27 million cash interest payment on its 9.5% Senior
Notes due 2024 and a $3 million cash interest payment on its 6.25%
Senior Notes due 2019, both of which are due on Nov. 9, 2018.
Constellation on Dec. 6, 2018, initiated a recuperacao Judicial
proceeding in Brazil to implement a pre-negotiated restructuring of
the Company's debt.
Constellation and nine subsidiaries on Dec. 6, 2018, also filed
voluntary petitions seeking relief under Chapter 15 of the
Bankruptcy Code to seek recognition of the proceedings in Brazil.
The lead Chapter 15 case is In re Servicos de Petroleo
Constellation S.A. (Bankr. S.D.N.Y. Case No. 18-13952). The Hon.
Martin Glenn is the case judge. WHITE & CASE LLP serves as counsel
in the U.S. case.
CONSTELLATION OIL: Says Agreement Reached With 2024 Bondholders
---------------------------------------------------------------
Constellation Oil Services Holding S.A., formerly known as QGOG
Constellation S.A., said Dec. 7, 2018, that it has been involved in
discussions and negotiations with certain holders (and investment
managers for certain holders) of the 9.00% Cash/0.50% PIK Senior
Secured Notes due 2024 (the "2024 Notes") issued by the Company
pursuant to that indenture dated as of July 27, 2017 by and among
the Company, the subsidiary guarantors party thereto from time to
time and Wilmington Trust, National Association, as trustee, paying
agent, transfer agent and registrar.
Following the execution of confidentiality agreements entered into
as of Oct. 18, 2018 with certain members of an ad hoc committee of
Noteholders (the "Ad Hoc Committee"), representatives of the
Company and the Company's financial and legal advisors (the
"Company Representatives") met in person and by telephone With
representatives of the Ad Hoc Committee and the Ad Hoc Committee's
financial and legal advisors (the "Ad Hoc Committee
Representatives") to discuss the terms of a possible consensual
restructuring, recapitalization, reorganization, refinancing and/or
amendment of the 2024 Notes and related matters (a "Potential
Transaction"), and exchanged proposals representing the terms of a
potential transaction (each, a "Proposal"), which the Company is
required to make public under the Confidentiality Agreements (such
materials, collectively, the "Cleansing Materials").
Subsequent to these discussions, the Company has reached an
agreement in principle with a majority of the 2024 bondholders,
subject to definitive documentation and approval by the parties to
a plan support agreement entered into in connection with the
restructuring proceedings.
About Constellation Oil
Constellation Oil Services Holding S.A. is a provider of offshore
and onshore oil and gas contract drilling and FPSO services in
Brazil through its subsidiary Servicos de Petroleo Constellation
S.A. With operations since 1981, Servicos de Petroleo
Constellation has obtained ISO 9001, ISO 14001, OHSAS 18001 and API
Spec Q2 certifications for its quality management, environmental
and safety records and systems.
Constellation on Nov. 9, 2018, announced that it is deferring
payment of a $27 million cash interest payment on its 9.5% Senior
Notes due 2024 and a $3 million cash interest payment on its 6.25%
Senior Notes due 2019, both of which are due on Nov. 9, 2018.
Constellation on Dec. 6, 2018, initiated a recuperacao Judicial
proceeding in Brazil to implement a pre-negotiated restructuring of
the Company's debt.
Constellation and nine subsidiaries on Dec. 6, 2018, also filed
voluntary petitions seeking relief under Chapter 15 of the
Bankruptcy Code to seek recognition of the proceedings in Brazil.
The lead Chapter 15 case is In re Servicos de Petroleo
Constellation S.A. (Bankr. S.D.N.Y. Case No. 18-13952). The Hon.
Martin Glenn is the case judge. WHITE & CASE LLP serves as counsel
in the U.S. case.
CORAL POINTE: Hires Joel M. Aresty as Legal Counsel
---------------------------------------------------
Coral Pointe 604, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida (Miami) to hire Joel M.
Aresty, Esq. as counsel.
Coral Pointe requires Joel M. Aresty to:
(a) give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued management of
its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Joel M. Aresty, a partner at Joel M. Aresty, P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its states.
Joel M. Aresty can be reached at:
Joel M. Aresty, Esq.
JOEL M. ARESTY, P.A.
309 1 st Ave S
Tierra Verde FL 33715
Tel: 305-904-1903
Fax: 800-559-1870
E-mail: Aresty@Mac.com
About Coral Pointe 604
Based in Miami Beach, Florida, Coral Pointe 604, LLC, filed a
voluntary petition under Chapter 11 of the US Bankruptcy Code (S.D.
Fla. Case No. 18-23013) on Oct. 19, 2018, estimating under $1
million in assets and liabilities. Joel M. Aresty, Esq., serves as
counsel to the Debtor.
CORRIDOR MEDICAL: Seeks to Hire Barron & Newburger as Counsel
-------------------------------------------------------------
Corridor Medical Services, Inc., and its affiliates have filed
applications seeking court approval to hire legal counsel in
connection with their Chapter 11 cases.
In their applications filed with the U.S. Bankruptcy Court for the
Western District of Texas, Corridor Medical, Correctional Imaging
Services, LLC and CMMS Lab, LLC propose to employ Barron &
Newburger, PC, to advise them regarding their duties under the
Bankruptcy Code; review claims of creditors; prepare a plan of
reorganization; and provide other legal services related to their
bankruptcy cases.
Barbara Barron, Esq., and Stephen Sather, Esq., the attorneys who
will be handling the cases, will charge $495 per hour for their
services. The hourly rates for other attorneys who may also
provide services range from $175 to $475. Meanwhile, the hourly
fees for the firm's support staff range from $40 to $100.
Barron & Newburger received a retainer in the sum of $25,000 from
Corridor Medical. Correctional Imaging and CMMS Lab each paid a
$10,000 retainer.
Mr. Sather disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
Barron & Newburger can be reached through:
Stephen W. Sather, Esq.
Barron & Newburger, PC
1212 Guadalupe, Suite 104
Austin, TX 78701
Tel: (512) 476-9103 Ext. 220
Fax: (512) 476-9253
E-mail: ssather@bn-lawyers.com
About Corridor Medical Services
Corridor Medical Services, Inc., provides mobile imaging and
laboratory diagnostic services. It offers digital x-ray,
ultrasound, EKG, and lab services to nursing homes, hospice
centers, assisted living facilities, clinics, surgery centers,
home-bound patients, and any place with patients who are restricted
to travel.
Corridor Medical Services and its affiliates Correctional Imaging
Services, LLC and CMMS Lab LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Texas Case Nos. 18-11569 to
18-11571) on Nov. 30, 2018.
Corridor Medical Services estimated up to $50,000 in assets and $10
million to $50 million in liabilities as of the bankruptcy filing.
The cases have been assigned to Judge Tony M. Davis.
Barron & Newburger, PC, is the Debtors' counsel.
DANA HOLLISTER: Agent's $9K Sale of Resto Eqpt. to Kohn-Megibow OKd
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Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California authorized Dean G. Rallis Jr., the
Court-appointed agent of Dana Hollister, to sell, outside the
ordinary course of business, the interest in the restaurant
equipment currently located at Villain's Tavern, 1356 Palmetto
Street, Los Angeles, California to Kohn-Megibow Co. or its assignee
for $9,000.
The sale is free and clear of all liens, claims and interests, if
any, and to transfer any such liens to the sale proceeds.
The 14-day stay period provided under Fed. R. Bankr. P. 6004(h) is
waived.
About Dana Hollister
Dana Hollister sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-12429) on March 6, 2018. David
A. Tilem, Esq., at the Law Offices of David A. Tilem is the
Debtor's bankruptcy counsel.
DAYMARK PROPERTIES: Catanzarite Law Firm Represents Investors
-------------------------------------------------------------
Catanzarite Law Corporation has filed multiple lawsuits on behalf
of investors including proposed classes of investors (over 14,500
investors) against debtors Daymark Properties Realty, Inc., Daymark
Realty Advisors, Inc. and Daymark Realty Management, Inc.; Todd
Mikles ("Mikles"); "Sovereign"; his/its affiliates; and others
including Northwood Investors, Cottonwood and Western Alliance Bank
(Torrey Pines Bank). The cases are filed on behalf of 13,000 GREIT
Trust Beneficiaries, 400 members of NNN Capital Fund I, LLC, 1818
Market Street investors, NNN Congress Center investors, 26
apartment tenant in common ("TIC") investments (1,000 investors)
managed by DRMI, which contracts were, as alleged, sold to
Cottonwood without notice for $8 million. These cases include
claims that Debtors' assets were transferred, without
consideration, to Mr. Mikles and Sovereign related companies.
On October 16, 2018 the Judge in the GREIT Trust litigation
overruled demurrers/motions to dismiss requiring answers by: (1)
the trustees to a breach of fiduciary duty claim, and (2) Mr.
Mikles affiliates to a fraudulent conveyance claim tracing millions
into GCL which in turn owns 1,000 acres of land in San Diego
County.
About Daymark Realty Advisors/Daymark Properties Realty
Based in Fort Laudersale, Florida, Daymark Realty Advisors Inc. is
a provider of strategic asset management and structured finance
services to private and institutional owners of commercial real
estate.
Daymark Realty and affiliates Daymark Properties Realty Inc. and
Daymark Residential Management Inc. filed a Chapter 11 petition
(Bankr. S.D. Fla. Lead Case No. 18-23750) on November 4, 2018.
The
petition was signed by Espen Schiefloe, chief restructuring
officer.
In its petition, Daymark Realty estimated $207 in assets and
$22,223,304 in liabilities.
The Debtors tapped Edelboim Lieberman Revah Oshinsky PLLC, as
counsel and BMC Group, Inc., as claims, noticing and balloting
agent.
DESERT LAND: Unsecureds to Get Nothing If Property Sold by Parcel
-----------------------------------------------------------------
Desert Land, LLC, Desert Oasis Apartments, LLC, Desert Oasis
Investments, LLC, and Sky Vue Las Vegas, LLC, filed a further
amended joint plan of reorganization and accompanying disclosure
statement on November 27, 2018.
The Desert Land Property is worth $5,100,000 per acre or a total of
$132,500,000. The Debtors believe that the Property as an
assemblage, which can be used to build a hotel/casino/resort with
frontage on Las Vegas Boulevard has substantially more value per
acre than the individual parcels.
The Debtors also provided a liquidation analysis, telling the Court
that, assuming the Property is sold as an assemblage at its fair
market value, there will be sufficient proceeds to pay all
creditors in full. Assuming the Property is sold as separate
parcels, either by negotiated sale or by foreclosure, the unsecured
creditors and equityholders are unlikely to receive any
distribution.
Under the Plan, Class 1 is impaired. Consists of multiple claims of
Clark County secured by multiple parcels of the Debtor's Property.
These claims and any accrued interests and penalties have priority
over all other secured claims encumbering each parcel. The holder
of the Allowed Class 1 shall be impaired, and shall receive
payment, in full of its Allowed Class 1 Claim on the Closing Date
from the sale proceeds of each parcel of Property sold. Payment
shall be made in the amount secured by each portion of the Property
sold solely from the sale of that parcel. Payment shall include
any interest or penalties provided by law.
Class 2 is impaired. Consists of the Secured Claim of Northern
Trust against Desert Apartments secured by the Desert Apartments
Property. The holder of the Allowed Class 2 shall be impaired and
shall receive payment of its Allowed Class 2 Claim from the Sale of
the Desert Apartments Property on the Closing Date.
Class 3 is impaired. Consists of the Secured Claim of the Juniper
against Desert Investments secured by the Desert Investments
Property. The holder of the Allowed Class 3 Claim shall be
Impaired, and shall receive payment of its Allowed Class 3 Claim
from the Sale of the Desert Investment Property on the Closing
Date.
Class 4 is impaired. Consists of the Secured Claims of Aspen
Creditors against Desert Land secured by the Aspen Property. The
holders of the Allowed Class 4 Claim shall be Impaired, and shall
receive payment of its Allowed Class 4 Claim from the Sale of the
Aspen Property on the Closing Date.
Class 5 is impaired. Consists of the Secured Claims of the Shotgun
Entities against Desert Land secured by portions of the Desert
Property. The holders of the Allowed Class 5 Claim shall be
impaired, and shall receive payment of its Allowed Class 5 Claim
from the Sale of the Desert Property on the Closing Date.
Class 6 is impaired. Consists of Gonzales claim against Desert
Entities. The holder of the Allowed Class 6 Claim shall be
impaired, and shall receive payment of $10 million as an unsecured
creditor on the Initial Distribution Date after the payment of the
holders of claims of Classes 1 through 5, priority creditors and a
reserve for administrative expenses.
Class 7 is impaired. Consists of unsecured claims held by
non-insiders against Desert Land. The holders of Allowed Class 7
Claims shall be impaired, and shall receive payment on the Initial
Distribution Date after the payment of holders of claims secured by
property of Desert Land, priority creditors and a reserve for
administrative expenses.
Class 8 is impaired. Consists of unsecured claims held by
non-insiders against Desert Apartments. The holders of the Allowed
Class 7 Claims shall be impaired, and shall receive payment on the
Initial Distribution Date after the payment of holders of claims
secured by property of Desert Apartments, priority creditors and a
reserve for administrative expenses.
Class 9 is impaired. Consists of unsecured claims held by
non-insiders against Sky Vue. The holders of Allowed Class 9 Claims
shall be impaired, and shall receive payment on the Initial
Distribution Date after the payment of holders of claims secured by
property of Desert Land and Desert Apartments, priority creditors
and a reserve for administrative expenses.
Class 10 is impaired. Consists of the unsecured claims of the
insiders against the Desert Land and Desert Apartments. The holders
of Allowed Class 10 Claims shall be impaired, and shall receive
payment on the Initial Distribution Date after payment of holders
of claims in Classes 1 through 9, priority creditors, and a reserve
for administrative expenses.
Class 11 is impaired. Consists of all Equity Interests in the three
subsidiary Debtors-Desert Land, Desert Investment and Desert
Apartments held directly or indirectly by Sky Vue. The holders of
equity interests shall retain their equity interests in the same
proportions as the held on the Confirmation Date. The holders of
Equity shall be impaired, and shall receive payment only after the
payment of holders of claims in Classes 1 through 10.
The Debtors shall attempt to sell the Property through negotiated
sale to an unrelated buyer using the services of Colliers
International. If, within the Primary Sales Period no sale is
negotiated, the Debtors will arrange for a final sale of the
Property at which the secured creditors will be permitted to credit
bid on their collateral.
A full-text copy of the Disclosure Statement dated November 27,
2018, is available at:
http://bankrupt.com/misc/nvb18-1812454gs-337.pdf
About Desert Land
On April 30, 2018, Tom Gonzales commenced an involuntary petition
for relief under Chapter 7 of the Bankruptcy Code against Desert
Land, LLC. The petitioning creditor was Bradley J. Busbin, as
trustee of the Gonzales Charitable Remainder Unitrust One. Jamie
P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP
represents the Trustee.
Desert Land and its affiliates sought and obtained the conversion
of the case to a case under Chapter 11 on June 28, 2018 (Bankr. D.
Nevada, Lead Case No. 18-12454). The Debtor's affiliates are
Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and
Skyvue Las Vegas LLC.
Schwartzer & McPherson Law Firm serves as the Debtors' counsel.
DIOCESE OF WINONA: Expedited Motion for Mediation Denied
--------------------------------------------------------
At a hearing on Dec. 6, 2018, the Diocese of Winona-Rochester won
approval of its first-day motions, except for an expedited motion
to order parties into mediation.
Motions approved by Judge Robert J. Kressel include motions to pay
employee wages, continue insurance programs, make priest support
payments, pay other benefit and retirement plan obligations, and
pay other de minimis prepetition claims and survivor therapy
claims.
The Diocese requested an order directing the Diocese, any Official
Committee of Unsecured Creditors appointed in the case, attorneys
for the sexual abuse survivors -- Jeff Anderson and Associates,
P.A., and Noaker Law Firm LLC -- and any parishes, schools or other
non-debtor Catholic entities located within the Diocese -- to the
extent that they want the benefit of the channeling injunction that
the Diocese contemplates will be included in its proposed plan of
reorganization -- to participate in mediation and appointing Janice
M. Symchych, former United States Magistrate Judge for the District
of Minnesota, to serve as mediator.
Prior to filing its bankruptcy case, the Diocese participated in
voluntary negotiations with counsel for the sexual abuse survivors
and commenced an action against the Diocese's insurance carriers in
the Third Judicial District Court for the County of Winona, Case
No. 85-CV-18-1439, seeking a declaratory judgment with respect to
insurance coverage for claims of sexual abuse survivors. The
Diocese will file a notice of removal of the State Court Action to
the Bankruptcy Court. Shortly thereafter, the Diocese will request
that the Insurance Carriers be added as "parties" to the
mediation.
The Diocese said it intends to continue its negotiations with the
various constituents and believes that a structured mediation
setting would best facilitate a resolution for all of the
interested parties in the cases.
Judge Kressel, however, denied the expedited motion.
A group of insurers, namely, United States Fire Insurance Company,
London Market Insurers, Interstate Fire & Casualty Co., National
Surety Company, St. Paul Surplus Lines Insurance Company, and St.
Paul Fire and Marine Insurance Company, had filed objections to
aspects of the motion. They pointed out that:
* None of the insurers were consulted about the selection of
Ms. Symchych, and none of the insurers were included in this
meeting.
* In the state court coverage lawsuit, discovery had just
commenced when the Debtor filed for bankruptcy. Since the parties
have provided the insurers with only nominal information to date,
the insurers still need to conduct some discovery and litigate
threshold coverage issues. Imposing mediation without affording
such an opportunity will only foster misunderstandings and delay a
successful resolution.
Attorneys for Interstate Fire & Casualty Company and National
Surety Company:
MOSS & BARNETT, P.A.
Charles E. Jones
Sarah E. Doerr
150 South Fifth Street, Suite 1200
Minneapolis MN 55402
Telephone: (612) 877-5000
E-mail: Charles.Jones@lawmoss.com
Attorneys for United States Fire Insurance Company:
MEAGHER & GEER, P.L.L.P.
Amy J. Woodworth
33 South Sixth Street, Suite 4400
Minneapolis MN 55402
Telephone: (612) 338-0661
E-mail: awoodworth@meagher.com
Attorneys for St. Paul Surplus Lines Insurance company and St. Paul
Fire and Marine Insurance Company:
O???MEARA, LEER, WAGNER & KOHL, P.A.
Dale O. Thornsjo
Lance D. Meyer
7401 Metro Boulevard, Suite 600
Minneapolis, MN 55439-3034
Telephone: (952) 831-6544
E-mail: DOThornsjo@OLWKlaw.com
LDMeyer@OLWKlaw.com
Attorneys for London Market Insurers:
FISHER BREN & SHERIDAN LLP
Gerald H. Bren
920 Second Avenue South, Suite 975
Minneapolis, MN 55402
Telephone: 612-332-0100
E-mail: gbren@fisherbren.com
- and -
Catalina J. Sugayan
Robert Sweeney
CLYDE & CO US LLP
55 West Monroe, Suite 3000
Chicago, IL 60613
Telephone: 312-635-7000
E-mail: catalina.sugayan@clydeco.us
robert.sweeney@clydeco.us
- and -
Russell W. Roten
Jeff D. Kahane
DUANE MORRIS LLP
865 South Figueroa Street, Suite 3100
Los Angeles, CA 90017
Telephone: 213-689-7431
E-mail: rwroten@duanemorris.com
jkahane@duanemorris.com
About the Diocese of Winona-Rochester
The Diocese of Winona-Rochester was established on Nov. 26, 1889
when Pope Leo XIII issued the apostolic constitution which erected
the diocese, and set its geographical boundaries. The Diocese
encompasses the 20 southernmost counties of the state of Minnesota
and measures 12,282 square miles. The Diocese is home to 107
parishes, four high schools, 30 junior high, elementary or
preschools, and Immaculate Heart of Mary Seminary in Winona. The
Diocese of Winona-Rochester is headquartered at the Diocesan
Pastoral Center in Winona, Minnesota.
The Diocese of Winona-Rochester sought protection under Chapter 11
of the US Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on
Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas
P. Melvin, vicar general, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities as
of the bankruptcy filing. The case is assigned to Judge Robert J.
Kressel. Bodman PLC is the Debtor's bankruptcy counsel. Restovich
Braun & Associates, led by Christopher W. Coon, is the local
counsel. Alliance Management, LLC, is the financial consultant.
DIOCESE OF WINONA: Files for Chapter 11 to Address 121 Abuse Claims
-------------------------------------------------------------------
The Diocese of Winona-Rochester, the Roman Catholic diocese, which
ministers to the people of southern Minnesota, sought Chapter 11
protection at the end of November 2018 to reorganize its financial
affairs and fairly and equitably compensate sexual abuse survivors
and other creditors.
The Diocese, led by Most Rev. John M. Quinn, said in its Web site
that it is facing 121 pending claims of past child sexual abuse by
clergy that have resulted from claims filed under the Minnesota
Child Victims Act.
To create an environment of healing for both survivors and our
entire diocesan community, Bishop Quinn after consultation with the
College of Consultors, the Diocesan Finance Council, the
Presbyteral Council and the Trustees of the Diocesan Civil
Corporation Board has called for the Diocese to file for Chapter 11
bankruptcy. Bishop Quinn believes this is the most just and
equitable way to hold the Diocese accountable and to create a path
forward for survivors and our diocesan community.
The Diocese of Winona-Rochester along with a number of parishes and
schools in the diocese and others in Minnesota has recently been
sued under the Minnesota Child Victims Act.
The Minnesota Child Victims Act lifted the civil statute of
limitations for claims of sexual abuse for a three-year time
period. As a result, individuals may now bring claims which were
previously prohibited by the statute of limitations. The deadline
to file a claim is May 25, 2016.
The pending claims of abuse occurred from 1960 up until 1986.
According to Rev. Quinn, all clergy against whom accusations have
been previously made are either deceased or have been removed from
ministry, laicized, and no longer function in any priestly capacity
in the Diocese.
The Sec. 341(a) meeting of creditors is slated to be held on Jan.
8, 2019, at 1:30 p.m. at Mtg Minneapolis, US Courthouse, 300 S 4th
St, Rm 1017 (10th Floor).
About the Diocese of Winona-Rochester
The Diocese of Winona-Rochester was established on Nov. 26, 1889
when Pope Leo XIII issued the apostolic constitution which erected
the diocese, and set its geographical boundaries. The Diocese
encompasses the 20 southernmost counties of the state of Minnesota
and measures 12,282 square miles. The Diocese is home to 107
parishes, four high schools, 30 junior high, elementary or
preschools, and Immaculate Heart of Mary Seminary in Winona. The
Diocese of Winona-Rochester is headquartered at the Diocesan
Pastoral Center in Winona, Minnesota.
The Diocese of Winona-Rochester sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on
Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas
P. Melvin, vicar general, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities as
of the bankruptcy filing. The case is assigned to Judge Robert J.
Kressel. Bodman PLC is the Debtor's bankruptcy counsel. Restovich
Braun & Associates, led by Christopher W. Coon, is the local
counsel. Alliance Management, LLC, is the financial consultant.
DIOCESE OF WINONA: Hires Bodman PLC as Counsel
----------------------------------------------
The Diocese of Winona-Rochester seeks authority from the United
States Bankruptcy Court for the District of Minnesota (St Paul) to
hire Bodman PLC as its counsel.
The services to be rendered by Bodman as Chapter 11 counsel are:
(a) advise and represent the Diocese with respect to all
matters and proceedings in this Bankruptcy Case and to prepare on
behalf of the Diocese necessary applications, motions, answers,
orders, reports, and other legal papers;
(b) assist the Diocese in all bankruptcy issues that may arise
in the administration of the Diocese's affairs, including
representation at the first and any other meeting of creditors,
evaluation of assets, negotiations and
mediations with creditors, insurers, interest groups, and any
Official Committee of Unsecured Creditors, verification of claims,
and asset disposition;
(c) assist the Diocese with the preparation of and
confirmation of a plan of reorganization;
(d) assist the Diocese in the evaluation and prosecution of
claims and litigation, including insurance coverage issues for the
claims asserted against the Diocese;
(e) provide legal services with respect to general corporate,
tax, employee benefit, and other general non-bankruptcy matters to
the extent not duplicative of work to be provided by other
professionals;
(f) provide legal advice with respect to the Diocese's powers
and duties where real, personal, or mixed property was received by
grant, gift, devise or bequest, to be used for religious,
educational or charitable purposes in accordance with the
applicable terms and conditions; and
(g) perform all other necessary legal services and provide all
other necessary legal advice to the Diocese in connection with this
Bankruptcy Case and its business operations.
For 2018, the range of customary hourly rates at Bodman is as
follows:
Members $260 to $685
Associates $160 to $330
Paralegals $110 to $230
Prior to the Petition Date, Bodman's provided the Diocese with a
discount on Bodman's standard hourly rates of 10%, with a cap for
2018 of $595 per hour. This 10% discount shall remain in place
for the duration of the Chapter 11 case, and the cap will be
adjusted annually (the cap for 2019 will be $615).
Robert J. Diehl, Jr., member of Bodman, attests that Bodman
qualifies as a "disinterested person" for purposes of Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert J. Diehl, Jr., Esq.
Bodman PLC
1901 St. Antoine Street
6th Floor at Ford Field
Detroit, MI 48226
Tel: 313-259-7777
313-393-7597
Fax: 313-393-7579
Email: rdiehl@bodmanlaw.com
About the Diocese of Winona-Rochester
The Diocese of Winona-Rochester was established on Nov. 26, 1889
when Pope Leo XIII issued the apostolic constitution which erected
the diocese, and set its geographical boundaries. The Diocese
encompasses the 20 southernmost counties of the state of Minnesota
and measures 12,282 square miles. The Diocese is home to 107
parishes, four high schools, 30 junior high, elementary or
preschools, and Immaculate Heart of Mary Seminary in Winona. The
Diocese of Winona-Rochester is headquartered at the Diocesan
Pastoral Center in Winona, Minnesota.
The Diocese of Winona-Rochester sought protection under Chapter 11
of the US Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on
Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas
P. Melvin, vicar general, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities as
of the bankruptcy filing. The case is assigned to Judge Robert J.
Kressel. Bodman PLC is the Debtor's bankruptcy counsel. Restovich
Braun & Associates, led by Christopher W. Coon, is the local
counsel. Alliance Management, LLC, is the financial consultant.
DIOCESE OF WINONA: Taps Alliance Management as Financial Consultant
-------------------------------------------------------------------
The Diocese of Winona-Rochester seeks authority from the United
States Bankruptcy Court for the District of Minnesota (St Paul) to
hire the financial and turnaround consulting firm Alliance
Management, LLC.
Services Alliance will perform:
(a) analyze and review the business, operations, financial
condition and prospects of the Diocese and assist the Diocese in
the preparation of schedules and the statement of financial
affairs;
(b) assist the Diocese in budgeting matters;
(c) provide financial advice and assistance to the Diocese;
(d) assist the Diocese in evaluating, structuring, negotiating
and implementing a restructuring plan;
(e) assist the Diocese in preparing for the first meeting of
creditors in this case and in meeting its financial reporting
obligations in the bankruptcy proceeding;
(f) assist the Diocese or participate in negotiations with
creditors and other stakeholders;
(g) participate in hearings before the Court with respect to
the matters upon which Alliance has provided advice, including, as
relevant, coordinating with Diocese's counsel with respect to
testimony in connection therewith; and
(h) assist the Diocese in drafting, analyzing and preparing
business plans and alternative proposals, and, as requested, assist
in the preparation of the Plan of Reorganization.
Alliance will bill its time for services rendered at these hourly
rates:
Brock Kline $360
Stephanie Bramer $360
David Burke $385
Chris Tomas $450
Michael Knight $505
Michael Knight, founder and President of Alliance, attests that
Alliance does not represent or hold any interest adverse to the
estate, and is "disinterested" within the meaning of Section 327(a)
of the Bankruptcy Code.
The firm can be reached at:
Michael Knight
Alliance Management
601 Carlson Parkway
Carlson Towers, Suite 110
Minneapolis, MN 55305
Tel: 952-475-2225
Fax: 952-475-2224
About the Diocese of Winona-Rochester
The Diocese of Winona-Rochester was established on Nov. 26, 1889
when Pope Leo XIII issued the apostolic constitution which erected
the diocese, and set its geographical boundaries. The Diocese
encompasses the 20 southernmost counties of the state of Minnesota
and measures 12,282 square miles. The Diocese is home to 107
parishes, four high schools, 30 junior high, elementary or
preschools, and Immaculate Heart of Mary Seminary in Winona. The
Diocese of Winona-Rochester is headquartered at the Diocesan
Pastoral Center in Winona, Minnesota.
The Diocese of Winona-Rochester sought protection under Chapter 11
of the US Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on
Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas
P. Melvin, vicar general, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities as
of the bankruptcy filing. The case is assigned to Judge Robert J.
Kressel. Bodman PLC is the Debtor's bankruptcy counsel. Restovich
Braun & Associates, led by Christopher W. Coon, is the local
counsel. Alliance Management, LLC, is the financial consultant.
DIOCESE OF WINONA: Taps Restovich Braun as Local Counsel
--------------------------------------------------------
The Diocese of Winona-Rochester seeks authority from the United
States Bankruptcy Court for the District of Minnesota (St Paul) to
hire Restovich Braun & Associates as special non-bankruptcy ongoing
general corporate and litigation counsel and local bankruptcy
counsel.
Restovich's services are:
(a) consult with Bodman regarding administration of this
Bankruptcy Case;
(b) when necessary and with the direction of Bodman, advise
and represent the Diocese with respect to certain matters and
proceedings in this Bankruptcy Case and aid in the preparation and
filing of applications, motions, answers, orders, reports and other
legal papers;
(c) assist in the evaluation of claims and participate in the
formulation and confirmation of a plan of reorganization;
(d) provide certain other necessary legal services and advice
in connection with this Bankruptcy Case;
(e) advise and represent the Diocese with respect to
evaluation, analysis, negotiations and any other proceedings
relating to insurance claims and coverage;
(f) assist the Diocese in the evaluation and prosecution of
claims and litigation, including insurance coverage issues for the
claims asserted against the Diocese;
(g) advise and represent the Diocese with respect to pending
litigation and pending claims;
(h) provide opinions on the requirements and application of
various laws to religious corporations under Minnesota Statute
Chapter 315, and other Minnesota law issues;
(i) provide guidance and legal services with respect to: (i)
employment related matters, policies and procedures; (ii) the
Diocese???s involvement in parish religious corporation mergers and
consolidations; (iii) general corporate, tax, employee benefit, and
other general non-bankruptcy matters, to the extent not duplicative
of work to be provided by other professionals; (iv) the Diocese's
powers and duties where real, personal, or mixed property was
received by grant, gift, devise or bequest, to be used for
religious, educational or charitable purposes in accordance with
the applicable terms and conditions;
(j) provide guidance and legal services with respect to the
receipt of real estate as a gift or bequest, and sale of such real
estate, leasing and easement issues, construction and financing
issues, and related contracts. Also to include: title issues,
general matters regarding property tax exemption, and application
of various laws and the use of property in relationship to such
laws, such as the Americans with Disabilities Act.
(k) provide guidance and legal services with respect to priest
and lay employee pension plan and other benefits, to include
maintaining plan documents as required by the Internal Revenue Code
and other applicable laws, amend and restate pension plan trust
documents and submit periodic determination letters to the Internal
Revenue Service, and provide opinions regarding the application of
various laws and the interpretation of plan documents.
(l) provide guidance and legal services with respect to
general corporate matters, including the review of contracts on a
wide variety of issues. Review applications for listing in the
Official Catholic Directory for inclusion under the IRS Group
Ruling Letter issued to the United States Conference of Catholic
Bishops and assist in the maintenance, correction, and review of
listings. Provide opinions on the requirements and application of
various laws to religious corporations under Minnesota Statutes
Chapter 315.
(m) perform all other necessary legal services and provide all
other necessary legal advice to the Diocese in connection with this
Bankruptcy Case and its business operations; and
(n) Accept service of all documents and participate in the
preparation and presentation of the Bankruptcy Case, as required by
Local Rule 83.5(d).
The hourly rates for Restovich Braun are:
Out of Court In Court
Members
Thomas R. Braun $300 $330
Anna R. Braun $300 $330
Associates
Christopher W. Coon $240 $270
Bruce K. Piotrowski $240 $265
Law Clerk
Michael J. Restovich $125
Paralegals
Mary E. Spring $120
Thomas R. Braun, owner of the law firm of Restovich, attests that
Restovich qualifies as a "disinterested person" for purposes of
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Thomas R. Braun, Esq.
Restovich Braun & Associates
117 East Center Street
Rochester, MN 55904
Phone: 507-218-2004
Fax: 507-288-4908
About the Diocese of Winona-Rochester
The Diocese of Winona-Rochester was established on Nov. 26, 1889
when Pope Leo XIII issued the apostolic constitution which erected
the diocese, and set its geographical boundaries. The Diocese
encompasses the 20 southernmost counties of the state of Minnesota
and measures 12,282 square miles. The Diocese is home to 107
parishes, four high schools, 30 junior high, elementary or
preschools, and Immaculate Heart of Mary Seminary in Winona. The
Diocese of Winona-Rochester is headquartered at the Diocesan
Pastoral Center in Winona, Minnesota.
The Diocese of Winona-Rochester sought protection under Chapter 11
of the US Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on
Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas
P. Melvin, vicar general, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities as
of the bankruptcy filing. The case is assigned to Judge Robert J.
Kressel. Bodman PLC is the Debtor's bankruptcy counsel. Restovich
Braun & Associates, led by Christopher W. Coon, is the local
counsel. Alliance Management, LLC, is the financial consultant.
DOCTORS HOSPITAL: $2.3M Sale of All Assets to CLHG Approved
-----------------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana authorized Doctors Hospital at Deer Creek,
LLC's sale of substantially all its assets to CLHG-Leesville, LLC,
for $2.25 million.
A hearing on the Motion was held on Nov. 16, 2018.
Any sale of the Debtor Assets will occur: (i) without warranty of
title and without warranty as to the existence or continuing
validity of any licenses or other rights; (ii) free and clear of
all liens, claims, and interests, including all security interests
held by Sabine State Bank and Trust Co.; (iii) less and except the
Debtor's cash and accounts receivable collected prior to the date
the sale is consummated; (iv) on the condition of modification of
the lease currently between the Debtor and ACC Real Estate, LLC,
which is to be included in the sales transaction, to provide for a
triple net lease with such entity at a fair market value rental
rate determined pursuant to an independent appraisal, and further
that the lease as modified will provide a term of at least 10
years.
The sale may also possibly include assumption and assignment of the
Debtor's other contractual rights which may be subject to consent
of, and agreement with, the particular counterparty, and subject to
all Order(s) ultimately entered on the Debtor's anticipated Motion
to Approve Assumption and Assignment Procedures for Certain
Executory Contracts and other Orders entered in the matter.
The closing is to occur as soon as practicable upon entry of the
Order, and no later than Dec. 31, 2018. The Debtor and CLHG will
be permitted to enter into and execute a purchase agreement
consistent with the Letter of Intent attached to the Order.
All of Sabine State Bank and Trust Co.'s claims, liens, interests
and encumbrances on the property sold will attach to the net sale
proceeds. Sabine State Bank is authorized to apply the proceeds
from closing against the indebtedness secured by the and security
interests that are attached to the property being sold without
further Order of the Court, in the following amounts, as of Nov.
30, 2018,, but subject to any credits received by the Bank prior to
the closing of the sale in this order: (i) Loan XXXX1015:
$1,670,973 with interest accruing at the per diem rate of $239; and
(ii) Loan XXXX0954: $358,186 with interest accruing at the per diem
rate of $70.
A surcharge from sale proceeds in an amount of up to the remaining
balance after the described payments to Sabine will be applied to
payment of the following: (i) all fees and interest requested to be
paid to the Office of the U.S. Trustee, which will be paid in
preference to fees in part (ii); (ii) to the extent allowed by the
Bankruptcy Court at any time, all accrued and unpaid fees,
disbursements, costs and expenses incurred by professionals or
professional firms retained by the Debtor or any committee
appointed under the Bankruptcy Code, excepting real estate
brokerage and/or investment banking success fees; (iii) upon full
satisfaction of all administrative and priority claims, the
remaining surcharge will be applied to satisfy the claims of Class
3 (General Unsecured Claims) on a pro-rata basis and without
interest.
In order to satisfy the surcharge, the Debtor will escrow the
remaining funds from the sales proceeds in the trust account of the
counsel for the Debtor, to pay the surcharged expenses delineated
in the Order without further Order of the Court excepting
professional fees which must be approved by appropriate application
to the Court.
The 14-day stay set forth in Rule 6004 is waived, and the Order
authorizing sale will be effective immediately.
A copy of the LOI attached to the Order is available for free at:
http://bankrupt.com/misc/Doctors_Hospital_82_Order.pdf
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.
DPW HOLDINGS: Registers 6 Million Shares for Possible Resale
------------------------------------------------------------
DPW Holdings, Inc., has filed with the Securities and Exchange
Commission a Form S-3 registration statement relating to the resale
or other disposition from time to time of up to 6,017,632 shares of
the Company's common stock to be offered by certain selling
stockholders, consisting of: (i) 3,937,166 shares of common stock
and (ii) up to 2,080,466 shares of common stock issuable upon the
exercise of three and five year warrants.
The selling stockholders may, from time to time, sell, transfer, or
otherwise dispose of any or all of their shares of common stock
from time to time on any stock exchange, market, or trading
facility on which the shares are traded or in private transactions.
These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing
market price, at varying prices determined at the time of sale, or
at negotiated prices.
DPW Holdings is not offering any shares of its common stock for
sale under this prospectus. The Company will not receive any of
the proceeds from the sale of common stock by the selling
stockholders, though it will receive proceeds in the event of any
warrant exercise for cash. All expenses of registration incurred
in connection with this offering are being borne by the Company.
All selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders.
The Company's common stock is quoted on the NYSE American under the
symbol "DPW." On Dec. 4, 2018, the last reported sale price of the
Company's common stock as reported on the NYSE American was $0.20
per share.
A full-text copy of the prospectus is available for free at:
https://is.gd/zYFfLw
About DPW Holdings
Headquartered in Fremont, California, DPW Holdings, Inc., formerly
known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies that hold global
potential. Through its wholly owned subsidiaries and strategic
investments, the company provides mission-critical products that
support a diverse range of industries, including defense/aerospace,
industrial, telecommunications, medical, crypto-mining, and
textiles.
DPW Holdings incurred a net loss of $10.89 million in 2017
following a net loss of $1.12 million in 2016. As of Sept. 30,
2018, the Company had $53.10 million in total assets, $25 million
in total liabilities, and $28.09 million in total stockholders'
equity.
The report from the Company's independent accounting firm Marcum
LLP, in New York, on the consolidated financial statements for the
year ended Dec. 31, 2017, includes an explanatory paragraph stating
that the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
EGALET CORPORATION: Noteholder Groups Support Plan Confirmation
---------------------------------------------------------------
Egalet Corporation, Egalet US Inc., and Egalet Ltd., filed a first
amended plan of reorganization and accompanying disclosure
statement disclosing that the ad hoc secured noteholder committee
and the ad hoc convertible noteholder committee support
confirmation of the Plan.
The key components of the Plan are as follows: Payment in full, in
cash, of all Administrative Claims, (other than Professional Fee
Claims), Priority Tax Claims, Other Priority Claims, Other Secured
Claims, General Unsecured Claims, and Intercompany Claims either on
the Effective Date of the Plan or in the ordinary course of
business.
The Debtors have requested a waiver of the requirement that they
file schedules and statements pursuant to section 521 of the
Bankruptcy Code. Thus, the Debtors do not intend to file schedules
of General Unsecured Claims or other Claims Not Subject to
Allowance. Pursuant to the Plan, holders of General Unsecured
Claims and other Claims Not Subject to Allowance shall not be
required to file a Proof of Claim with the Bankruptcy Court.
Holders of Claims Not Subject to Allowance who did not file Proofs
of Claim shall not be subject to any Claims resolution process in
Bankruptcy Court in connection with their Claims, and shall retain
all their rights under applicable non bankruptcy law to pursue
their Claims against the Debtors or Reorganized Debtors or other
Person or Entity in any forum with proper jurisdiction over the
parties. The Debtors, the Reorganized Debtors and any other Person
or Entity shall retain all rights, legal or equitable defenses,
counterclaims, rights of setoff, and rights of recoupment as to
Claims Not Subject to Allowance to the extent such rights,
defenses, counterclaims, rights of setoff and rights of recoupment
exist under applicable non bankruptcy law as augmented by sections
365(c), 365(e), 502(b)(4), 502(b)(6), 502(b)(7) and 541(c) of the
Bankruptcy Code. If the Debtors, the Reorganized Debtors or any
other Person or Entity dispute any Claim Not Subject to Allowance,
such dispute shall be determined, resolved or adjudicated in
accordance with the applicable non bankruptcy law as modified by
sections 365(c), 365(e), 502(b)(4), 502(b)(6), 502(b)(7) and 541(c)
of the Bankruptcy Code.
As contemplated by the New Secured Notes Term Sheet, the
Reorganized Debtors may enter into an asset-based loan facility of
up to $20 million with a first lien on receivables, inventory, and
related assets. The Debtors have commenced a marketing process
seeking potential lenders to provide an ABL Facility, and expect
that the Reorganized Debtors may enter into an ABL Facility after
the Effective Date of the Plan. Although entry into an ABL Facility
post-Effective Date would strengthen the Reorganized Debtors'
access to liquidity, the Debtors do not believe it is required for
the feasibility of the Plan, as the Reorganized Debtors will have
sufficient working capital upon emergence from chapter 11. Further,
the Debtors do not believe that the Reorganized Debtors' entry into
an ABL Facility will affect the Financial Projections or the
Valuation Analysis.
Prior to, on or after the Effective Date (as appropriate), all
matters provided for pursuant to the Plan that would otherwise
require approval of the shareholders, directors, managers or
members of any Debtor (as of prior to the Effective Date),
including, but not limited to, the adoption and approval of the
Management Incentive Plan and the awards made thereunder as
contemplated in the MIP Term Sheet, will be deemed to have been so
approved and will be in effect prior to, on or after the Effective
Date (as appropriate) pursuant to applicable law and without any
requirement of further action by the shareholders, directors,
managers or members of such Debtors, or the shareholders of the
Reorganized Debtors (but subject to any approvals prior to the
Effective Date contemplated in the Restructuring Support Agreement
and the Purchase Agreement).
The Debtors' Indemnification Obligations to the Indemnified Parties
will survive and will continue in full force and effect for the
benefit of the Indemnified Parties, notwithstanding confirmation of
and effectiveness of the Plan, and such Indemnification Obligations
shall include, but not be limited to, all actions taken in
connection with the Restructuring Support Agreement, the filing of
the Chapter 11 Cases and the Cash Collateral Orders. to the extent
indemnifiable pursuant to the Indemnification Obligations.
The Debtors intend to seek "cramdown" of the Plan on Classes
Classes 7A, 7B, 7C and 8A, which are deemed to reject the Plan
pursuant to section 1126(g) of the Bankruptcy Code by virtue of
receiving no Plan distributions, and against any other Impaired
Class which does not accept the Plan.
The Debtors believe that not only does the Plan fairly adjust the
rights of various Classes of Claims, but also that the Plan
provides superior recoveries to Classes 1A, 1B, 1C, 2A, 2B, 2C, 3A,
3B, 3C, 4A, 4B, 4C, 5A, 5B, 5C, 6A, 6B, and 6C over any alternative
capable of rational consideration (such as a chapter 7
liquidation), thus enabling many stakeholders to maximize their
returns. Rejection of the Plan in favor of some alternative method
of reconciling the Claims and Interests will require, at the very
least, an extensive and time consuming process (including the
possibility of protracted and costly litigation) and will not
result in a better recovery for any Class of Claims or Interests.
A redlined version of the First Amended Disclosure Statement dated
November 29, 2018, is available at:
http://bankrupt.com/misc/deb18-1812439BLS-165-2.pdf
About Egalet Corporation
Headquartered in Wayne, Pennsylvania, Egalet Corporation is a
fully
integrated specialty pharmaceutical company focused on developing,
manufacturing and commercializing innovative treatments for pain
and other conditions.
Egalet Corporation and Egalet US Inc. sought bankruptcy protection
on Oct. 30, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12439).
In the petition signed by Robert Radie, president and chief
executive officer, the Debtors declared total assets of
$99,980,000
and total debt of $143,338,000.
The Debtors tapped Dechery LLP as general counsel; Young Conaway
Stargatt & Taylor, LLP, as local Delaware counsel; Berkeley
Research Group LLC as financial restructuring advisor; Piper
Jaffray & Co. as investment banker; and Kurtzman Carson
Consultants
LLC as claims agent.
The Office of the U.S. Trustee on Nov. 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Egalet Corporation.
FIRESTAR DIAMOND: Trustee's Private Sale of Remaining Assets Okayed
-------------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized the private sales procedures of
Richard Levin, Firestar Diamond and affiliates' Chapter 11 Trustee,
in connection with the sale of all the remaining assets of Debtors
Firestar Diamond, Fantasy, Inc., and Old AJ, Inc., formerly known
as A. Jaffe, Inc.
The remaining assets consist of lots of inventory, intellectual
property, and other assets.
The sales will be free and clear of liens, claims, interests, and
encumbrances, with any such interests to attach to the proceeds of
sale.
Each Notice of Private Sale will be filed and served in accordance
with the Order Establishing Notice and Case Management Procedures
Order.
The order approving a proposed sale under the sale procedures
approved by the Order will be effective and enforceable
immediately, notwithstanding the 14-day stay under Bankruptcy Rule
6004(h).
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures, and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50
million to $100 million as of the bankruptcy filing.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
Richard Levin, Esq., was appointed as Chapter 11 Trustee of
Firestar Diamond, Inc. He tapped Jenner & Block, LLP, as his
attorneys; Alvarez & Marsal Disputes and Investigations, LLC, as
financial advisors; and Gem Certification & Assurance Lab, Inc., as
appraisers.
John J. Carney, Esq., was appointed as examiner in the Debtors'
cases.
FORESTAR GROUP: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned to Forestar Group, Inc. a B2
Corporate Family Rating, a B2-PD Probability of Default, a B2
rating to the company's $119 million of senior convertible notes,
and an SGL-3 speculative grade liquidity rating. Forestar's former
rating of B3 was withdrawn in May 2017 before 75% of the company
was subsequently acquired by D.R. Horton, Inc. (Baa3 stable). The
rating outlook is stable.
The following ratings were assigned:
B2 Corporate Family Rating
B2-PD Probability of Default Rating
$119 million of Senior Unsecured Convertible Notes due 2020,
Assigned B2 (LGD4)
SGL-3 Speculative Grade Liquidity Rating
Outlook, Assigned Stable
RATINGS RATIONALE
The B2 CFR reflects that land developers (Forestar's sole business)
frequently produce results that are discrete and transactional in
nature rather than recurring, which tend to make operating results
lumpy; the dismal financial performance of the overall land
development industry during the prior real estate downturn, wherein
virtually every land developer that Moody's rated ultimately went
bankrupt; the fact that gross margins, usually one of the better
metrics that land developers produce, will be constrained by
Horton's purchases of a major portion of Forestar's lots going
forward; the weak projected interest coverage; and the absence of
any guarantees by Horton for Forestar's debt.
At the same time, the B2 acknowledges the importance of Forestar to
Horton in helping the latter meet its enormous finished lot
requirements; the fact that Forestar is well-capitalized for a land
developer and will likely operate with a conservative capital
structure; that the Horton relationship will permit Forestar to
grow and scale up very rapidly, diversify its own land holdings,
tap into Horton's network of land sellers and contractors, and
learn and benefit from Horton's experience and success. In
addition, Horton's demand for land is very strong, and even in a
downturn, Horton will still need many finished lots, orders for
which it can prioritize and funnel through Forestar so that the
latter's revenues do not dry up.
The stable outlook incorporates Moody's expectation that Forestar
will retain a conservative capital structure, adequate liquidity,
and rapid revenue growth.
The ratings are unlikely to be upgraded in the near term without a
Horton parental guarantee. Longer term, an upgrade would be
considered if Forestar regains gross margin performance typical of
a land developer (35%+), generates interest coverage greater than
3x, maintains a sub 40% debt to capitalization, and reaches $1
billion of tangible net worth while maintaining good liquidity.
A downgrade could occur if Forestar began generating increasing net
losses, debt to capitalization exceeded 50%, interest coverage fell
below 1x, and liquidity became impaired.
As of Forestar's fiscal year ended September 30, 2018, which was
changed this year from a December 31st year end, the company's $319
million of unrestricted cash, an undrawn $380 million unsecured
revolver due 2021, and comfortable cushion under its revolver's
financial maintenance covenants were balanced by its large
projected negative cash flow generation from its very large
projected lot purchase and development expenditures.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
Headquartered in Austin, Texas, Forestar Group, Inc. is a publicly
traded land developer that is currently operating in 24 markets in
14 states. On October 5, 2017, it became 75%-owned by D.R. Horton,
Inc., the country's largest homebuilder by unit volume. Forestar's
revenues for the nine-month stub period ended September 30, 2018
were $78.3 million.
FRASIER MEADOWS: Fitch Affirms BB+ Rating on 2017A/B Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by the Colorado Health Facilities Authority on behalf of
Frasier Meadows Manor, Inc.:
-- $84.4 million revenue refunding bonds, series 2017A;
-- $56.0 million revenue improvement bonds, series 2017B.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a first mortgage lien on Frasier's campus
and facilities, a security interest in gross revenues (including
entrance fees) and a debt service reserve fund.
KEY RATING DRIVERS
HIGH DEBT POSITION AND ONGOING EXPANSION PROJECT: With the series
2017B bond issue, Frasier increased its total permanent debt by
about $56 million, resulting in a very high 36.5% maximum annual
debt service (MADS) as a percent of revenues and debt-to-net
available of 21.8x in fiscal 2018 (year-end June 30). Despite
strong and improving cash flow metrics, MADS coverage remained slim
at 0.7x in fiscal 2018 and 1.1x for the three-month interim, though
actual debt service coverage remained robust at 2.1x and 4.4x in
each respective period. With approximately one year remaining in
the construction timeline on its new independent living units
(ILUs), Frasier's expansion project is progressing on time and on
budget. Management is anticipating a rapid fill-up period, with
100% of the planned 98 new ILUs presold as of Sept. 30, 2018.
STRONG DEMAND TRENDS: Frasier's long operational history, favorable
service area demographics and high quality reputation have resulted
in strong occupancy across all levels of care. Occupancy averaged
about 96% in each level of care in the first quarter of fiscal 2019
(ended Sept. 30, 2018), with a substantial waiting list of 423
prospective residents as of Oct. 31, 2018. Fitch does not expect a
recently announced expansion at a competitor facility to have a
meaningful impact on Frasier's demand profile.
RISING AND HEALTHY CASH FLOWS: Frasier's net operating margin
(NOM)-adjusted remains strong for the rating category, at 21.0% in
fiscal 2018 and 30.4% for the three months ended Sept. 30, 2018,
well in excess of Fitch's below-investment grade (BIG) median of
18.3%. Solid cash flow generation has resulted in growth in
unrestricted cash and investments to about $46 million as of Sept.
30, 2018 (unaudited) from $41.5 million at fiscal year-end 2017.
Unrestricted cash and investments equaled robust 775 days cash on
hand (DCOH) in fiscal 2018 and 755 DCOH as of the three-month
interim period, indicating considerable financial flexibility to
meet unforeseen spending needs.
RATING SENSITIVITIES
PROJECT PERFORMANCE: Though not expected, material cost overruns or
construction delays on Frasier Meadows Manor, Inc.'s ongoing
expansion project, or slower than expected fill-up of the new ILUs
could put negative pressure on the rating.
OPERATING PROFILE MAINTENANCE: The rating assumes that Frasier's
current operating profile, characterized by strong occupancy,
healthy cash flows and robust liquidity balances, remains stable.
Should any of these weaken during the construction and fill-up
periods, it could result in negative rating pressure.
CREDIT PROFILE
Established in 1956, Frasier owns and operates a single-site life
plan community (LPC) with 208 ILU apartments, 19 assisted living
units (ALUs), 19 memory-care ALUs and 54 skilled nursing facility
(SNF) beds, on a 20-acre campus in Boulder, CO.
Frasier offers a type-B modified fee-for-service contract with 50%
refundable or non-refundable entrance fee agreements.
Non-refundable entrance fees are approximately 25% lower than the
refundable entrance fees and monthly service fees are the same
under each type of agreement. All agreements provide for a modest
discount for healthcare benefits, as well as 30 free healthcare
days per ILU per year in a semi-private room. Approximately 50% of
ILU residents have non-refundable entrance fee agreements.
As part of the series 2017A bond issue, Frasier entered into a
joint venture (JV) with Boulder Housing Partners (the Housing
Authority) to operate an affordable housing facility on the campus
of Mt. Calvary Lutheran Church in Boulder, with Frasier as 40%
owner and the Housing Authority as 60%. During fiscal 2018, Frasier
contributed $3.1 million to the project, its maximum required
contribution toward the construction of the housing units. The JV
will be recorded as an "investment in affiliate" on Frasier's
balance sheet and Frasier will share in any gains or losses on the
units.
EXPANSION PLAN
The series 2017B issuance represented the second phase of Frasier's
major two-phase capital plan. The first phase, which was funded
with the series 2017A bond issuance, applied approximately $38
million of bond proceeds to the current refunding of all of its
outstanding debt. In addition, Frasier raised about $25 million of
bond proceeds to fund new-money capital projects.
Phase II capital plans are funding remaining project costs with a
combination of series 2017A and series 2017B bond proceeds and a
$23.7 million internal equity contribution. These plans include the
construction of 98 new ILU apartments, which is progressing on-time
and on-budget. This component of the project is being driven by the
desire to meet demand for ILUs to take advantage of a market area
with very favorable demographics. Pre-sales reached 100% after a
rapid eight-month marketing period, and remained there as of Oct.
31, 2018, with a 98-member waiting list for the expansion units,
indicating very strong preliminary demand.
The project also includes expansions to Frasier's formal and casual
dining venues, multipurpose room, library, wellness center and
administrative and marketing offices. This component of the project
is being driven by the desire to enhance common spaces to meet
market demand for services and amenities on the Frasier campus.
The new ILUs are expected to be ready for occupancy in December
2019 and to achieve stabilized occupancy by November 2021. A
majority of depositors have indicated a desire to move in within 90
days of unit readiness, and many of them have begun to customize
their selected units.
Fitch continues to believe that Frasier's high existing ILU
occupancy, strong pre-sale level for the expansion units, favorable
service area demographics and property values, solid financial
performance and management's prior experience with large
development projects position it well to execute on its plans.
HIGH DEBT POSITION
With the series 2017B bond issue, Frasier increased its total debt
by about $56 million, representing about a 65% increase in its
total debt. This results in a very high 36.5% MADS as a percent of
revenues and very slim 0.7x MADS coverage in fiscal 2018, though
actual debt service coverage was robust at 2.1x. Frasier's ratio of
debt-to-net available funds is also expected to remain elevated
relative to Fitch's BIG medians until the new ILUs open and begin
to fill.
The series 2017B bonds were issued as permanent long-term debt,
with a five-year call option. Management will evaluate the
economics of redeeming the bonds at that time. Fitch's calculation
of MADS (approximately $8.8 million) incorporates management's
current assumption that it will redeem about $10 million of the
series 2017B bonds at the five-year call date (May 15, 2020). The
remaining initial entrance fees of approximately $43 million are
expected to be retained as unrestricted cash to finance future
routine and other capital expenditures. Fitch notes that debt
service escalates slowly during the construction period and that
Frasier is not tested on total MADS until fiscal 2021.
OCCUPANCY AND DEMAND TRENDS
Frasier's long operating history, favorable service area
demographics and high-quality reputation have resulted in strong
occupancy and a very substantial waiting list for the expansion
ILUs. An average of approximately 96% of ILUs, 85% of ALUs
(including memory care) and 94% of SNF beds were occupied in fiscal
2018. ALU occupancy recovered in the first quarter of fiscal 2019,
with average occupancy of 96% of units in each level of care for
the three months ended Sept. 30, 2018.
Frasier's only other competitor entrance fee community, The
Academy, recently received approval for an expansion that will
include 93 ILUs, 12 memory care residences and 42 SNF/rehab beds.
Previously, The Academy did not offer a SNF.
Fitch does not expect the expansion at The Academy to have a
meaningful impact on Frasier's demand profile. The market study
published as part of Frasier's initial feasibility study indicated
that The Academy's market segment does not overlap with that of
Frasier, as it is a for-profit provider, with 75% of its residents
originating from outside the primary market area (PMA). In
contrast, 75% of Frasier's residents originate from inside the PMA.
The market study further indicated that The Academy has an overall
higher price point than Frasier. Based on its expected project
timeline, The Academy's planned new ILUs are unlikely to open
before Frasier's expansion project is open and stabilized.
FINANCIAL PERFORMANCE AND POSITION
Cash flow levels have continued to show improvement. NOM-adjusted
increased to 21.0% in fiscal 2018 and 30.4% for the three months
ended Sept. 30, 2018, comparing favorably to Fitch's BIG median of
18.3%. Operating ratio has shown some deterioration to 108.1% as of
the first quarter of fiscal 2019, from 104.2% in fiscal 2018 and
100.5% in fiscal 2017, but this is not uncommon for a community
undergoing a significant expansion.
Continued solid cash flow generation has resulted in growth in
unrestricted cash and investments to about $46.0 million as of
Sept. 30, 2018 from $41.5 million at fiscal year-end 2017,
resulting in solid cash-to-debt of 32.1%, which is consistent with
Fitch's BIG median. Unrestricted cash and investments equaled
robust 755 DCOH as of Sept. 30, 2018, well exceeding Fitch's BIG
median of 292 DCOH. Given that the bulk of initial entrance fees
are expected to remain on Frasier's balance sheet, rather than
applied to paying off debt, liquidity metrics are expected to
strengthen considerably in the first year of stabilized occupancy
for the project (fiscal 2022).
GREEN NATION: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
The Office of the U.S. Trustee on Dec. 6 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Green Nation Direct, Corporation.
The committee members are:
(1) Jorge Hernandez
10500 Rempsey Avenue
Granada Hills, CA 91344
Tel: (818) 201-5869
Email: maestrojorge@aol.com
(2) Andrea Carrillo
12675 Louvre Street
Pacoima, CA 91331
Tel: (818) 535-3214
Email: andreamogollon@hotmail.com
(3) Rhonda Surles
8629 S. Gramercy Place
Los Angeles, CA 90047
Tel: (213) 422-4370
Email: rsurles1@sbcglobal.net
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 Green Nation Direct
Green Nation Direct, Corporation is a privately-held architectural
design company that specializes in various interior design and
spatial planning projects. The Debtor is based in Los Angeles,
California.
Green Nation Direct sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-12698) on November
2, 2018. At the time of the filing, the Debtor had estimated
assets of less than $1 million and liabilities of $1 million to $10
million. The case has been assigned to Judge Maureen Tighe.
GULF FINANCE: Moody's Lowers CFR to Caa1, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Gulf Finance, LLC's Corporate
Family Rating to Caa1 from B2, Probability of Default Rating to
Caa1-PD from B2-PD, and the senior secured term loan rating to Caa2
from B3. The rating outlook remains negative.
"Gulf's downgrade is driven by the company's continued weak cash
flow generation and the company's unsustainable capital structure
given our projected earnings. The company's 2017 strategic
initiatives did not improve its 2018 performance sufficiently
enough to reduce the company's high financial leverage, and the
industry conditions in the wholesale distribution business continue
to remain challenging for Gulf" commented Sreedhar Kona, Moody's
Senior Analyst. "Although the company can produce steady cash
flows, its high debt servicing needs significantly pressure its
free cash flow and the potential for debt restructuring contribute
to the negative outlook."
Downgrades:
Issuer: Gulf Finance, LLC
Corporate Family Rating, Downgraded to Caa1 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B2-PD
Senior Secured Term Loan, Downgraded to Caa2 (LGD4) from B3 (LGD4)
Outlook actions:
Issuer: Gulf Finance, LLC
Outlook, Negative
RATINGS RATIONALE
Gulf's downgrade to Caa1 reflects the company's inability to
demonstrate a significant improvement in its earnings through 2018
and the sustained high financial leverage with no clear path to
debt reduction in the near term. The downgrade also considers the
potential balance sheet restructuring or distressed exchange by the
company.
Gulf's Caa1 CFR is constrained by its unsustainably high debt
burden, weak performance and challenging industry conditions. Gulf
implemented strategic initiatives in 2017 to improve its earnings
and cash flows. These initiatives included exiting the high fixed
cost Southeast Unbranded market and New York harbor blending
activities, improving throughput revenues in its Terminaling
business, and reducing operating costs. Despite these initiatives,
Gulf has continued to underperform due mainly to decline in volumes
in both the wholesale segment as well as storage terminal segment,
and to a lesser extent due to less than projected product margins
in the wholesale segment. Moody's projects Gulf's financial
leverage (debt/EBITDA ratio) at year-end 2018 to be above 10x
(including the ABL borrowings). There is low likelihood of Gulf's
operating performance improving substantially through 2019, given
the volumes and product margin trend. The company's inability to
reduce its debt burden materially will create an elevated risk of
balance sheet restructuring.
Gulf benefits from its geographic footprint, diversity in its
distribution network, the critical nature of its terminal
infrastructure and the modest stability provided by the medium term
volume contracts. The company will continue to produce steady cash
flows, although at significantly lower level than required to
support its debt burden.
The Caa2 rating on the senior secured term loan is one notch below
the Caa1 CFR in accordance with Moody's Loss Given Default
Methodology, reflecting a second priority lien behind the revolving
credit facility lenders with regards to the relatively more liquid
ABL priority collateral???specifically, the accounts receivable and
inventory.
Gulf's liquidity will be weak mainly due to its high debt servicing
needs and low cash flow generation. Gulf has a $775 million senior
secured asset based revolving credit facility (ABL) that matures in
October 2020. The borrowing base was approximately $500 million as
of September 30, 2018, with $284 million of borrowings outstanding
and $160 million of availability. Moody's expects Gulf's ABL
drawings to be in the range of $200 to $250 million and that the
ABL facility will be relied on as a source of funding on an ongoing
basis. Gulf should generate positive free cash flow through 2019.
The term loan has a debt service coverage ratio (DSCR) covenant of
1.5x and the ABL facility has a springing DSCR covenant of 1.1x.
Moody's projects Gulf's operating cash flow to be insufficient to
meet the DSCR covenant requirement, however, given Gulf's ability
to make restricted payments, subject to availability thresholds
under the revolver, to meet the covenant, Gulf could potentially
meet its covenant requirement through 2019. The term loan facility
has first priority lien on all assets excluding ABL priority
collateral (essentially all accounts receivable and inventory) and
second priority lien on all ABL priority collateral, thereby
encumbering all assets and rendering alternate liquidity options
limited.
The negative outlook reflects the weak liquidity and potential
balance sheet restructuring.
Ratings could be downgraded if Gulf's performance weakens further
or if the company performs a restructuring including distressed
exchanges.
A ratings upgrade is unlikely in the near term given the high level
of debt and weak cash flows. Factors that could support a rating
upgrade include earnings growth and enhanced stability of cash flow
with debt/EBITDA approaching 6x.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
Gulf is a refined products terminaling, storage and logistics
business and a distributor of both branded and unbranded petroleum
products in the United States. Gulf owns and operates a network of
17 terminals in the Northeastern United States, extending from
Pittsburgh, Pennsylvania to Portland, Maine, with approximately 14
million barrels of refined petroleum product storage capacity.
HDJ & J HOLDINGS: Sale of Ground Lease Parcel to WEN South Approved
-------------------------------------------------------------------
Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida authorized HDJ & J Holdings, LLC's sale of
Ground Lease Parcel to WEN South, LLC.
A hearing on the Motion was held on Nov. 29, 2018.
The sale is free and clear of any and all liens, claims, and
encumbrances, including but not limited to the UCC and Mortgage
lien held by H&R Merrill Road, LLC and Final Judgment in Official
Records Book 17667, Page 2237 held by Elian R. Albert.
The Option Proceeds will be paid directly to H&R Merrill Road,
LLC.
The Debtor is authorized to hire Bernard & Schemer, P.A. to
represent the DIP regarding the closing of the parcel at issue and
is authorized to pay Bernard & Schemer, P.A.'s fee from the closing
proceeds.
The Order constitutes a final and appealable order within the
meaning of 28 U.S.C. Section 158(a). The provisions of Bankruptcy
Rule 6004(h) staying the effectiveness of the Order are waived, the
Order will be effective immediately upon its entry, and the Debtor
is authorized to close the sale described in the Motion immediately
upon entry of the Order.
About HDJ & J Holdings
HDJ & J Holdings, LLC, is the fee simple owner of a real property
located at 7645 Merrill Road, Jacksonville, Florida, valued by the
company at $2.91 million and a parcel of land located at 7663
Merrill Road, Jacksonville, Florida, valued by the company at
$176,962. The company posted gross revenue of $424,990 in 2017 and
gross revenue of $601,783 in 2016.
HDJ & J Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00997) on March 29,
2018. In the petition signed by Hayssam B. Yazji, member manager,
the Debtor disclosed $3.09 million in assets and $4.58 million in
liabilities. The Law Offices of Jason A. Burgess, LLC, serves as
its legal counsel.
HENDERSON MECHANICAL: Seeks to Hire Lionel E. Giron as Counsel
--------------------------------------------------------------
Henderson Mechanical Systems, Inc., seeks approval from the U.S.
Bankruptcy Court for the Central District of California to the Law
Offices of Lionel E. Giron as its legal counsel.
The firm will advise the Debtor on matters related to the
administration of its bankruptcy estate; defend its interest in
suits related to its Chapter 11 case; and provide other legal
services related to its Chapter 11 case.
The firm will charge these hourly fees:
Lionel Giron $350
Associates $300 - $350
Paralegal/Law Clerk $125 - $150
The initial retainer fee is $5,000.
Kevin Tang, Esq., at Giron, disclosed in a court filing that he and
the firm's office staff are "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Lionel E. Giron, Esq.
Crystle Jane Lindsey, Esq.
Law Offices of Lionel E. Giron
337 N. Vineyard Ave., Suite 100
Ontario, CA 91764
Tel: 909-397-7260
Fax: 909-397-7277
Email: ecf@lglawoffices.com
About Henderson Mechanical Systems
Henderson Mechanical Systems, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13960) on
April 9, 2018. In the petition signed by James Lee, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million. Judge Robert N. Kwan presides over the case.
The Debtor tapped the Law Offices of Lionel E. Giron as its legal
counsel.
HERITAGE HOME: Hamilton Buying HHG's Lenoir Property for $175K
--------------------------------------------------------------
Heritage Home Group, LLC and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize their private sale
of HHG Real Property, LLC's real property located at 315 Elizabeth
Street, Lenoir, North Carolina, along with certain improvements and
fixtures, to Hamilton Square, LLC for $175,000.
The Property includes two parcels that encompass approximately
31.61 acres that have been developed with several buildings
containing, in the aggregate, in excess of 800,000 square feet of
building space, which the Debtors have used for, among other
things, manufacturing case goods and warehousing.
The Parties have entered into the Agreement for Purchase and Sale
of Real Property by and between HHG and the Purchaser. Pursuant to
the terms and conditions of the Purchase Agreement, and subject to
the Court's approval, the Debtors propose to sell to the Purchaser
the Property on an "as is, where is basis" free and clear of all
liens, claims, encumbrances and other interests.
The salient terms of the Agreement are:
a. Seller: HHG Real Property, LLC
b. Purchaser: Hamilton Square, LLC
c. Property Being Sold: The Property consists of the real
property owned by HHG located at 315 Elizabeth Street, Lenoir, NC
28645, together with all buildings and improvements thereon and all
fixtures and appurtenances thereto. For informational purposes,
(i) the tax parcel numbers of the Property are: 0194-1-1 and
09194-1-2; and (ii) some or all of the Property, consisting of
approximately 34.693 acres, is recorded in Deed Book 1838, Page
193, in the office of the Register of Deeds for Caldwell County.
d. Purchase Price: $175,000
e. Private Sale/No Competitive Bidding: The Debtors are asking
approval of a private sale without a second auction process.
f. Closing and Other Deadlines: The Closing will occur on Dec.
31, 2018. The "Examination Period" will mean the period from the
date of the Purchase Agreement through 11:59 p.m. (PET) on Dec. 11,
2018.
g. Good Faith Deposit: $50,000
h. Requested Findings as to Successor Liability: The Seller
will convey the Property in "as is, where is" condition at Closing,
with all faults and without recourse to the Seller. The Seller
makes no representation or warranty, whether express or implied.
i. Sale Free and Clear of Unexpired Leases: The Proposed Order
provides that the Property will be transferred to the Purchaser
free and clear of all liens, interests, and claims, with all such
liens, interests, and claims to attach to the proceeds of the Sale.
On Nov. 30, 2018, the Buyer will have acquired or entered into a
binding agreement to acquire from the M&E Buyer for a purchase
price not to exceed $150,000 and free and clear of all liens and
encumbrances (i) the entire finishing system and conveying system
(including both the "upstairs" and "downstairs" conveying systems)
that were used in connection or associated with the Property
whether as of Oct. 17, 2018, or as of the Contract Date, whether or
not fixtures; and (ii) to the extent constituting assets acquired
by the M&E Buyer, all of the Buyer's right, title, and interest
in and to the Essential Additional Assets.
j. Relief from Bankruptcy Rule 6004(h): The Proposed Order
provides for a waiver of the 14-day stay imposed by Bankruptcy Rule
6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Heritage_Home_469_Sales.pdf
To implement the foregoing immediately, the Debtors ask a waiver of
the 14-day stay of an order authorizing the use, sale, or lease of
property under Bankruptcy Rule 6004(h).
A hearing on the Motion is set for Dec. 12, 2018 at 3:00 p.m. (ET).
The objection deadline is Dec. 5, 2018 at 4:00 p.m. (ET).
The Purchaser:
HAMILTON SQUARE, LLC
101 S. Hamilton Street
High Point, NC 27260
Attn: Mr. Anderson Shih
E-mail: AShih@legacyclassic.com
The Purchaser is represented by:
David Conaway, Esq.
Julia May, Esq.
SHUMAKER, LOOP & KENDRICK, LLP
101 South Tryon Street, Suite 2200
Charlotte, NC 28280
E-mail: dconaway@slk-law.com
jmay@slk-law.com
About Heritage Home Group
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by CRO Robert D. Albergotti, Heritage Home
Group estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc., as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
HERITAGE HOME: Medical Buying HHG's High Point Property for $4M
---------------------------------------------------------------
Heritage Home Group, LLC and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize their private sale
of HHG Real Property, LLC's real property located at 1925
Eastchester Drive, High Point, North Carolina, along with certain
improvements and fixtures, to Medical Realty Advisors, LLC or its
assignee for $4 million.
The Property includes one parcel encompassing approximately 8.6
acres that has been developed with one building containing in
excess of 94,000 square feet of building space, which the Debtors
have used for, among other things, their corporate headquarters.
The Debtors have been marketing the Property since well before the
Petition Date. In doing so, they entered into an agreement with
Binswanger Southern (N.C.), Inc. to market the Property beginning
in March 2018. The Parties have entered into the Agreement for
Purchase and Sale of Real Property by and between HHG and the
Purchaser. Pursuant to the terms and conditions of the Purchase
Agreement, and subject to the Court's approval, the Debtors propose
to sell to the Purchaser the Property on an "as is, where is basis"
free and clear of all liens, claims, encumbrances and other
interests.
The salient terms of the Agreement are:
a. Seller: HHG Real Property, LLC
b. Purchaser: Medical Realty Advisors, LLC, or its assignee
c. Property Being Sold: The Property consists of the real
property owned by HHG located at 1925 Eastchester Drive, High
Point, NC, together with all buildings and improvements thereon and
all fixtures and appurtenances thereto. For informational
purposes, (i) the tax parcel numbers of the Property are: 0194-1-1
and 09194-1-2; and (ii) some or all of the Property, consisting of
approximately 34.693 acres, is recorded in Deed Book 1838, Page
193, in the office of the Register of Deeds for Caldwell County.
d. Purchase Price: $4 million
e. Private Sale/No Competitive Bidding: The Debtors are asking
approval of a private sale without a second auction process.
f. Closing and Other Deadlines: The closing will occur no
later than 15 days following the expiration of the Examination
Period. The Examination Period is the period beginning on the
first day after the Contract Date and extending through 11:59 p.m.
(PET) on 45th day after the Contract Date.
g. Good Faith Deposit: $100,000
h. Requested Findings as to Successor Liability: The Seller
will convey the Property in "as is, where is" condition at Closing,
with all faults and without recourse to the Seller. The Seller
makes no representation or warranty, whether express or implied.
i. Sale Free and Clear of Unexpired Leases: The Proposed Order
provides that the Property will be transferred to the Purchaser
free and clear of all liens, interests, and claims, with all such
liens, interests, and claims to attach to the proceeds of the
Sale.
j. Real Estate Brokers: A brokerage commission equal to 6% of
the Purchase Price will be paid out of escrow to the Broker.
k. Relief from Bankruptcy Rule 6004(h): The Proposed Order
provides for a waiver of the 14-day stay imposed by Bankruptcy Rule
6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Heritage_Home_467_Sales.pdf
To implement the foregoing immediately, the Debtors ask a waiver of
the 14-day stay of an order authorizing the use, sale, or lease of
property under Bankruptcy Rule 6004(h).
A hearing on the Motion is set for Dec. 12, 2018 at 3:00 p.m. (ET).
The objection deadline is Dec. 5, 2018 at 4:00 p.m. (ET).
The Purchaser:
MEDICAL REALTY ADVISORS, LLC
751 West Fourth Street, Suite 310
Winston-Salem, NC 27101
The Purchaser is represented by:
R. Bradford Leggett, Esq.
ALLMAN SPRY DAVIS LEGGETT & CRUMPLER, P.A.
380 Knollwood Street, Suite 700
Winston-Salem, NC 27103
E-mail: rbleggett@allmanspry.com
About Heritage Home Group
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by CRO Robert D. Albergotti, Heritage Home
Group estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc. as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
On July 31, 2018, the Court authorized the joint administration of
the Debtors' chapter 11 cases.
On Aug. 31, 2018, the Court appointed Kurtzman Carson Consultants,
LLC, as the Debtors' administrative advisor.
KAIROS HOMES: $225K Sale of Weatherford Property to Mullins Okayed
------------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Kairos Homes, L.L.C.'s sale of the
real property located at 501 Pearson Ranch Road, Weatherford,
Texas, also known as Lot 4+AC, CAD R000l05254, Pearson Ranch
Estates Addition, City of Weatherford, Parker County, Texas, to
Ross Mullins and Courtney Mullins for $225,000.
The sale is free and clear of all judgment liens, except purchase
money, all unpaid ad valorem property tax liens and Federal Tax
Liens. Any changes to a contract requires the approval of the
Trustee or the DIP.
Brian Frazier, President of Kairos Homes, L.L.C. has the authority
to sign the closing and conveyance documents.
All the ad valorem property taxes for year 2018 and all prior years
will be paid in full at the sale closing with the liens that secure
all amounts owed for any unpaid years remaining attached to the
property and becoming the responsibility of the Purchasers.
The Internal Revenue Service's liens now attach to the proceeds
from the sale, and not the real property.
The sale is for full value of the property and the Buyers are
unrelated parties, and the Court waived the appeal period of 14
days upon entry of the Order.
Any net proceeds from the sale may be disbursed to the DIP in order
to make a lump-sum payment to the Internal Revenue Service in the
amount of $40,000 as a good faith effort to satisfy a portion of
the federal tax lien.
Any net proceeds remaining will be immediately paid to the DIP to
allow the Debtor the opportunity to cure any and all past due wages
owing to the employees and the ability to continue to operate
through the duration of the Chapter 11.
The closing costs are allowed. All expenses are to be paid out of
the Seller's proceeds, including all title company charges and for
such additional costs of closing as the Bankruptcy Trustee or the
DIP may authorize in their discretion.
About Kairos Homes
Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home
builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In
the petition signed by Brian Frazier, president, the Debtor
disclosed $3,006,914 in assets and $1,116,717 in liabilities. The
Hon. Mark X. Mullin presides over the case. John Park Davis, Esq.,
at Davis Law Firm, serves as bankruptcy counsel.
LBI MEDIA: U.S. Trustee Forms 5-Member Committee
------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Dec. 6 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of LBI Media, Inc. and its
affiliates.
The committee members are:
(1) BUC, Inc.
Attention: Eric Johnson
3759 Cahuenga Blvd. West
Studio City, CA 91604
Phone: 903-530-4382
(2) Natural Concepts Marketing
Attention: Sam Chilakos, Esq.
1329 E. Thousand Oaks Blvd., #200
Thousand Oaks, CA 91362
Phone: 805-230-9100
Fax: 805-233-7926
(3) American Society of Composers
Attention: Richard H. Reimer
250 West 57th Street
New York, NY 10107
Phone: 212-621-6261
Fax: 212-787-1381
(4) TMI Trust Company
Attn: Dennis Gillespie
901 Summit Avenue
Fort Worth, TX 76102
Phone: 817-872-2192
Fax: 817-872-2192
(5) Karla Amezola
Attn: Karla Amenzola
c/o Jonathan Delshad, Esq.
1663 Sawtelle Blvd., Suite 220
Los Angeles, CA 90025
Phone: 323-706-9248
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 LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018. CFO Brian Kei signed the petition.
The Debtors reported total assets of $238.7 million and total
liabilities of $532.9 million as of June 30, 2018.
Richards Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve
as counsel to the Debtors. Guggenheim Securities LLC has been
tapped as investment banker, Alvarez & Marsal North America LLC as
financial advisor, and Epiq Corporate Restructuring LLC as claims
and noticing agent.
LEVEL SOLAR: Trustee Taps Kroll Associates as Accountant
--------------------------------------------------------
Ronald Friedman, the Chapter 11 trustee for Level Solar Inc.,
received approval from the U.S. Bankruptcy Court for the Southern
District of New York to hire Kroll Associates, Inc., as his
accountant.
The services to be provided by the firm include assisting the
trustee in the preparation of tax returns; reviewing the Debtor's
books and records in order to identify potential claims; and
preparing an analysis of the potentially avoidable transfers
effected by the Debtor.
Kroll Associates will charge an hourly fee of $350 for its
services.
Richard Faughnan, managing director of Kroll Associates, disclosed
in a court filing that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.
Kroll Associates can be reached through:
Richard T. Faughnan
Kroll Associates, Inc.
55 E. 52 Street, Floor 31
New York, NY 10055
Phone: +1 212.833.3274
E-mail: richard.faughnan@kroll.com
About Level Solar Inc.
Based in New York, Level Solar Inc. operates under the solar-energy
installation industry. Incorporated in 2013, the Company has
operations in Long Island, New York City and Massachusetts.
Level Solar filed for bankruptcy protection (Bankr. S.D.N.Y. Case
No. 17-13469) on Dec. 4, 2017. In the petition signed by Richard
Pell, secretary of the Company, the Debtor estimated assets of $50
million to $100 million and debt of $1 million to $10 million.
Michael Conway, Esq., of Shipman & Goodwin LLP serves as bankruptcy
counsel to the Debtor. Akin Gump Strauss Hauer & Feld LLP acts as
corporate counsel to the Debtor.
Ronald J. Friedman, Esq., was appointed Chapter 11 trustee for the
Debtor. The trustee tapped SilvermanAcampora LLP as his legal
counsel.
LIMITED STORES: $385K Sale of Class Action Claim to Optium Okayed
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized UMB Bank, National Association, the Plan
Trustee of the Limited Creditors' Liquidating Trust of LSC Wind
Down, LLC, formerly known as Limited Stores Co., LLC, et al., to
sell the potential claim in connection with the Class Action
Interchange Litigation to Optium Fund 2, LLC, pursuant to the Asset
Purchase and Sale Agreement, for $385,000.
The sale is free and clear of any and all liens, claims and
encumbrances, with such liens, claims and encumbrances to attach to
the proceeds of the Sale.
Under the Plan and the LTA, the Trustee has the authority to
execute the Sale Agreement and other documents contemplated
thereby, and to perform the obligations and comply with the terms
of the Sale Agreement, and consummate the Sale, pursuant to and in
accordance with the conditions of the Sale Agreement.
The sale of the Potential Claim is taking place under a plan
confirmed under section 1129 of the Bankruptcy Code as contemplated
under section l146(a), and therefore is exempt from any and all
sales, transfer, recording, stamp tax or similar taxes.
For the avoidance of doubt, nothing in the Order authorizes any
personally identifiable information to be sold, leased, or
otherwise transferred as part of the Sale.
Notwithstanding Bankruptcy Rule 6004(h), the Order will be
effective and enforceable immediately upon its entry.
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/LSC_Wind_882_Order.pdf
About Limited Stores Company
Limited Stores Company, LLC, et al., comprise a multi-channel
retailing company operating under the name "The Limited," which
specializes in the sale of women's clothing.
Founded in 1963 as a single store, Limited Stores expanded over the
past five decades to become a household name throughout the United
States for women's apparel. At its peak, Limited Stores operated
approximately 750 retail brick and mortar store locations in the
United States as well as an e-commerce channel, which was
accessible through the Web site at http://www.TheLimited.com/
Limited Stores Company, LLC, Limited Stores, LLC, and The Limited
Stores GC, LLC, filed voluntary petitions under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17,
2017, blaming, among other things, the shift of consumer
preference
from shopping at brick and mortar stores to online shopping.
In the petitions signed by Timothy D. Boates, its authorized
signatory, Limited Stores estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as counsel;
and Donlin, Recano & Company, Inc., as notice, claims and balloting
agent.
On Jan. 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Kelley Drye & Warren
LLP is counsel to the committee.
The Plan was confirmed on Dec. 20, 2017, and became effective on
Dec. 31, 2017. On the Effective Date of the Plan, the confirmation
order appointed UMB Bank, National Association as Trustee of the
Limited Creditors' Liquidating Trust.
LONG DEI LIU: Hires Mountain Motors to Market & Sell Used Vehicles
------------------------------------------------------------------
Wesley Avery, the Disbursing Agent for the bankruptcy estate of
Long-Dei Liu, asks the U.S. Bankruptcy Court for the Central
District of California to authorize him to employ Mountain Motors,
Inc., as his broker to market and sell the following vehicles: (1)
a 2009 Toyota Prius Touring Hatchback 4D, VIN JTDKB20U597821276,
bearing approximately 131,522 miles; (2) a 2015 Lexus RX 450h Sport
Utility 4D, VIN 2T2ZB1BA9FC004202, bearing approximately 34,055;
and (3) 2016 Honda Odyssey Touring Elite Minivan 4D, VIN
5FNRL5H96GB055854, for a sales commission of 20% of the purchase
price through private sale, free and clear of all interests.
A hearing on the Motion is set for Dec. 12, 2018 at 10:00 a.m.
Objections, if any, must be filed within 14 days prior to the
hearing date set.
The Debtor's Amended Schedule B reflects an ownership interest in
the Vehicles. The Debtor does claim an exemption in the Lexus in
the amount of $3,050. He stated on his amended Schedule B that the
Vehicles are co-owned by his spouse, Shu-Shen Liu.
According to Kelly Blue Book, the fair market "private party" value
of the Vehicles in "good" condition, taking into account reasonable
mileage, and options is as follows:
a. Prius - $5,272. However, due to the high mileage on the
vehicle, the "fair" condition, and mechanical issues, the Broker
has personally inspected the Prius and believes that the described
pricing scheme is appropriate.
b. Lexus - $26,496. However, due to the "average" condition,
the Broker has personally inspected the Lexus and believes that the
described pricing scheme is appropriate.
c. Honda - $27,364. However, due to the "average" condition,
Broker has personally inspected the Honda and believes that the
described pricing scheme is appropriate.
The Broker's business address is 24116 Newhall Avenue, Newhall, CA
91321. The Disbursing Agent has determined that the Broker has no
current or prior administrative actions pending or rendered against
it by the California Department of Motor Vehicles. The Disbursing
Agent believes that the Broker is well qualified to represent the
Estate, as it has been in business since 1993.
The 20% commission to be paid to the Broker includes any and all
applicable expenses of the Sale, such as turnover, towing,
marketing, cleanup, repair, storage, insurance, smog, taxes, and
registration fees. The Broker has not been paid a retainer.
Moreover, the Disbursing Agent asks that the Order allows the Sale
of the Prius, Lexus, and Honda without further hearing as follows:
(a) Prius - A minimum gross sales price of $2,500, from which
a 20% commission will be paid to the Broker, only if the Prius is
sold within 90 days of the hearing on the Motion; or (2) If the
Prius is not sold within 90 days of the hearing on the Motion,
authority to sell the Prius for a minimum gross sales price of
$2,000, from which a 20% commission will be paid to the Broker,
only if the Prius is sold within 91 to 181 days after the hearing
on the Motion.
(b) Lexus - A minimum gross sales price of $24,000, from which
a 20% commission will be paid to the Broker, only if the Lexus is
sold within 90 days of the hearing on the Motion; or (2) If the
Lexus is not sold within 90 days of the hearing on the Motion,
authority to sell the Lexus for a minimum gross sales price of
$20,000, from which a 20% commission will be paid to the Broker,
only if the Lexus is sold within 91 to 181 days after the hearing
on the Motion.
(c) Honda - A minimum gross sales price of $27,000, from which
a 20% commission will be paid to the Broker, only if the Honda is
sold within 90 days of the hearing on the Motion; or (2) If the
Honda is not sold within 90 days of the hearing on the Motion,
authority to sell the Honda for a minimum gross sales price of
$22,000, from which a 20% commission will be paid to the Broker,
only if the Vehicle is sold within 91 to 181 days after the hearing
on the Motion.
The Disbursing Agent in a reasonable exercise of his business
judgment, believes the Sale is in the best interests of the
Estate.
Counsel for Debtor:
D. Edward Hays, Esq.
Laila Masud, Esq.
MARSHACK HAYS LLP
870 Roosevelt
Irvine, CA 92620
Telephone: (949) 333-7777
Facsimile: (949) 333-7778
E-mail: ehays@marshackhays.com
lmasud@marshackhays.com
Long-Dei Liu sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 8:16-bk-11588-TA) on April 13, 2016.
LOVITT RESTAURANT: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Lovitt Restaurant LLC as of Dec. 7,
according to a court docket.
About Lovitt Restaurant LLC
Lovitt Restaurant LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-14133) on October
26, 2018. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of less than $100,000.
The case has been assigned to Judge Marc Barreca.
LSF9 ATLANTIS: Moody's Lowers CFR to B2, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
LSF9 Atlantis Holdings, LLC to B2 from B1. Moody's additionally
downgraded the company's Probability of Default Rating to B2-PD
from B1-PD, as well as the rating on the company's first lien
senior secured term loan to B2 from B1. The outlook is stable.
The downgrade of the Corporate Family Rating to B2 reflects the
company's weaker than anticipated operating performance and credit
metrics. "The elongation of the upgrade cycle, traffic declines and
reductions in wireless activations have pressured EBITDA
generation, with leverage expected to be maintained over 5 times, a
level more consistent with the B2 rating," stated Moody's Analyst
Adam McLaren.
The following rating actions were taken:
Downgrades:
Issuer: LSF9 Atlantis Holdings, LLC
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Corporate Family Rating, Downgraded to B2 from B1
Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from
B1 (LGD3)
Outlook Actions:
Issuer: LSF9 Atlantis Holdings, LLC
Outlook, Remains Stable
RATINGS RATIONALE
LSF9 Atlantis Holdings, LLC is constrained by the aggressive
financial policy decisions of its financial sponsor and owner, Lone
Star Funds, including two debt financed dividends totaling $135
million in 2017, resulting in elevated leverage levels. Its view
also considers the company's reliance on cellphone manufacturers
for continued product innovation and the risk of volatile customer
demand related to new product malfunctions. A lengthening customer
replacement/upgrade cycle and declines in wireless activations are
also constraints. The company is supported by the competitive
advantages and franchise strength that result from Victra's
position as Verizon's largest independent retailer, its favorable
qualitative profile that benefits from the nondiscretionary nature
of cell phones, and good liquidity. In addition, Moody's considers
the benefits derived from its mutually beneficial relationships
with Verizon (Baa1 stable) and cellphone manufacturers, which is a
competitive advantage over smaller operators. Quantitative drivers
include its estimate that adjusted debt/EBITDA will remain over 5
times for year-end 2019.
The stable outlook reflects Moody's expectation that the company's
financial metrics will modestly improve over the next 12 to 18
months, with good liquidity, and that financial policy will be
benign.
Ratings could be upgraded if Victra maintains a conservative
financial policy towards shareholder returns and future
acquisitions, with improving operating performance. Quantitatively,
ratings could be upgraded if debt/EBITDA approaches 4.75x and
EBIT/Interest expense of 1.50x. An upgrade would also require
Victra to maintain good liquidity.
A rating downgrade could occur if any factors cause debt/EBITDA to
be sustained above 6.0x times and EBIT/Interest near 1.0x, or if
liquidity were to weaken.
LFS9 Atlantis Holdings, LLC and subsidiaries, including A2Z
Wireless Holdings operating under the Victra brand name, is the
largest Verizon independent retailer and operates 1,050 stores in
46 states. The company is majority owned by Lone Star Funds and its
affiliates. Revenue for the last twelve month period ended
September 30, 2018 was approximately $1.5 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
MAMMOET-STARNETH: Jan. 16 Auction of Assets Set
-----------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorize the bidding procedures of
Mammoet-Starneth, LLC, in connection with the sale of all or a
portion of its assets comprising various components of a 625-foot
tall giant observation wheel contemplated to be built on the north
shore of Staten Island on land leased from the City of New York.
The Debtor is authorized to proceed with the sale process in
accordance with the Bidding Procedures and is authorized to take
any and all actions reasonably necessary or appropriate to
implement the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. 11, 2019 at 4:00 p.m. (EST)
b. Baseline Bid: The Debtor will use its best efforts to, at
least 24 hours prior to commencement of the Auction, provide each
Qualified Bidder participating in the Auction with a copy of the
purchase agreement associated with the highest or otherwise best
Qualified Bid with respect to the Assets for which such Qualified
Bidder is bidding, as determined by the Debtor.
c. Deposit: 10% of the purchase price
d. Auction: The Auction will take place on Jan. 16, 2019 at
10:00 a.m. (EST) at Richards, Layton & Finger, P.A., One Rodney
Square, 920 North King St., Wilmington, DE 19801, or at such other
place and time as the Debtor will notify all Qualified Bidders.
e. Bid Increments: $50,000
f. Sale Hearing: Jan. 23, 2019 at 1:30 p.m. (EST)
g. Closing: Jan. 28, 2019
h. Sale Objection Deadline - Jan. 18, 2019 at 4:00 p.m. (EST)
i. Reply Deadline - Jan. 22, 2019 at 4:00 p.m. (EST)
The process and requirements associated with submitting a Qualified
Bid are approved. Any disputes or objections to the selection of
Qualified Bid(s), Successful Bid(s), or Backup Bid(s) (all as
defined in the Bidding Procedures) will be resolved by the Court at
the Sale Hearing as set.
The Debtor is authorized to conduct the Auction in accordance with
the Bidding Procedures. Any Qualified Bidder or party in interest
may participate in the Auction telephonically.
In accordance with the Bidding Procedures, up to five business days
before the commencement of the Auction, the Debtor may enter into a
Stalking Horse Agreement, subject to higher or otherwise better
offers at the Auction, with any Stalking Horse Bidder that submits
a
Qualified Bid acceptable to the Debtor to establish a minimum
Qualified Bid at the Auction.
The Stalking Horse Agreement may contain certain customary terms
and conditions, including expense reimbursement and/or a break-up
fee in favor of the Stalking Horse Bidder in amounts to be
determined by the Debtor in accordance with the Bidding
Procedures.
To the extent the Debtor enters into a Stalking Horse Agreement,
the Debtor will seek expedited approval of its entry into such
agreement and any Bid Protections included therein, together with
the terms and conditions under which such Bid Protections would be
payable to the Stalking Horse Bidder, at least three days prior to
the Auction. The Debtor will serve notice of the Stalking Horse
Agreement and the Stalking Horse Hearing on all parties on the Rule
2002 Notice List, all parties expressing interest in the Assets and
all parties in possession of the Assets at least four days prior to
the Auction.
Notwithstanding anything in the Order or in the Bidding Procedures
to the contrary, all parties in interest will have the right, at
any time before the start of the Stalking Horse Hearing, to object
to the designation of a Stalking Horse Bidder, the provision of Bid
Protections to such Stalking Horse Bidder and the terms and
conditions under which such Bid Protections would be payable to the
Stalking Horse Bidder.
Each Stalking Horse Notice will include (i) the identity of the
proposed Stalking Horse Bidder, (ii) a summary of the key terms of
the Stalking Horse Agreement, (iii) a summary of the type and
amount of Bid Protections, if any, proposed to be afforded to the
Stalking Horse Bidder, and (iv) a copy of the Stalking Horse
Agreement.
The form of Sale Notice is approved. Within two days after the
entry of the Bidding Procedures Order or as soon as reasonably
practicable thereafter, the Debtor will serve the Sale Notice, the
Bidding Procedures Order, upon all Sale Notice Parties.
In addition, within two days after the entry of the Bidding
Procedures Order or as soon as reasonably practicable thereafter,
the Debtor will serve the Sale Notice upon all parties entitled to
notice pursuant to Local Rule 2002-1(b) and all known creditors of
the Debtor.
The Debtor is directed to publish the Sale Notice, as modified for
publication, in the New York Times and the Financial Times on one
occasion within seven days after the entry of the Bidding
Procedures Order or as soon as reasonably practicable thereafter.
In addition, the Debtor is authorized, but not directed, to publish
the Sale Notice in additional publications (either domestic or
international) as the Debtor deems appropriate in its discretion.
As soon as reasonably practicable after the conclusion of the
Auction, the Debtor will file on the docket the Post-Auction Notice
identifying any Successful Bidder(s).
The Debtor will file a proposed draft order approving the Sale no
later than Jan. 18, 2019.
To the extent any of the deadlines set forth in the Bidding
Procedures Order do not comply with the Local Rules, such Local
Rules are waived and the terms of the Bidding Procedures Order will
govern.
The requirements of Local Rule 6004-1(b) with respect to the filing
of a copy of the proposed purchase agreement, or a form of such
agreement substantially similar to the one the Debtor reasonably
believes it will execute in connection with the proposed sale, is
waived.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 7062, 9014, or otherwise, the Court, for good cause shown,
orders that the terms and conditions of the Bidding Procedures
Order will be immediately effective and enforceable upon its
entry.
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Mammoet-Starneth_LLC_499_Order.pdf
About Mammoet-Starneth
Mammoet-Starneth, LLC, based in Wilmington, Delaware, designs and
constructs giant observation wheels and structures.
Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12925) on Dec. 13, 2017. In the petition signed by
Christiaan Lavooij, manager, the Debtor estimated assets and
liabilities in the range of $100 million to $500 million.
Judge Laurie Selber Silverstein is the case judge.
The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel,
and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as
its co-counsel. William Henrich, CRO, at Getzler Henrich &
Associates, LLC, serves as the Debtor's restructuring advisor.
MANUS SUDDRETH: Trustee's $4.5M Sale of Real Properties Approved
----------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland authorized W.P.I.P., Inc., Patapsco Excavating, Inc.,
and Patapsco Excavating/Silverlake, Inc., to sell the property of
the Debtors outside the ordinary course of business, including the
real property owned by WPIP located at 601 West Patapsco Avenue,
Baltimore City, and Patapsco Avenue, Parcel 0250, Baltimore County,
and by Excavating located at SS W Patapsco Avenue & River, Lot 4A
and SS W Patapsco Avenue & River, Lot 6, for an aggregate purchase
price of $4,488,166.
The sale is free and clear of all Encumbrances of any kind or
nature whatsoever.
The Closing will occur on the date set forth in the Agreement,
unless such date is extended by the Trustee, the Debtors and the
Purchaser.
The Debtors will file a Report of Sale pursuant to Federal Rule of
Bankruptcy Procedure 6004(f)(1) within seven days of Closing.
At Closing, the Trustee and the Debtors will distribute the
proceeds from the sale of the WPIP Properties as follows:
(a) All real estate taxes and assessments, and all
post-petition water or sewer charges, gas, electric, telephone,
other utilities and other similar obligations owed by the Debtors
in connection with the WPIP Properties up to but not including the
date of Closing;
(b) Payment to JACE Note, LLC in the following amounts: (i)
$2,507,438 for unpaid principal and interest accrued as of May 17,
2018, as set forth in the Consent Order Resolving Objection to
Claim of JACE Note, LLC entered on Aug. 6, 2018, plus $138,770 for
additional interest accrued thereon from May 18, 2018 through Nov.
30, 2018; (ii) $592,999 for reimbursement of out-of-pocket expenses
incurred through July 31, 2018, as set forth in the Consent Order
Fully Resolving Objection to Claim of JACE Note, LLC entered on
Aug. 27, 2018, plus $20,342 for interest accrued thereon from Aug.
1, 2018 through Nov. 30, 2018; (iii) $64,407 for reasonable
attorneys' fees and expenses incurred from Aug.1, 2018 through the
date of closing plus $358 for interest accrued thereon through Nov.
30, 2018; and (iv) per diem interest on the foregoing amounts from
Dec. 1, 2018 through the date of closing in the amount of $908;
(c) A carve-out in favor of Suddreth's bankruptcy estate in
the amount of 15% of the gross proceeds of sale which carve-out may
be used only to pay administrative expenses of the Suddreth
bankruptcy estate; and
(d) The balance to CFS, up to the amount of its allowed
secured claim.
The payments to JACE Note will be in full and final satisfaction of
all obligations owed to JACE Note by Suddreth's and the Debtors'
bankruptcy estates as of the date of the entry of the Sale Order.
At Closing, the Trustee and the Debtors will distribute the
proceeds from the sale of the Excavating Properties as follows:
(a) All real estate taxes and assessments, and all
post-petition water or sewer charges, gas, electric, telephone,
other utilities and other similar obligations owed by the Debtors
in connection with the Excavating Properties up to but not
including the date of Closing;
(b) A carve-out for Excavating's bankruptcy estate in the
amount of 20% of the gross proceeds of sale which carve-out may be
used only to pay administrative expenses of the Excavating
bankruptcy estate;
(c) A fixed fee to A&G in the amount of 3% of the gross
proceeds of sale; and
(d) The balance to be held in escrow pending further order of
the Court.
No payments, other than those described will be made from the
Purchase Price at Closing.
The WPIP Carve-Out may be used to pay A&G's fixed fee in the amount
of 3% of the gross proceeds of sale of the WPIP Properties, to
reimburse A&G for its marketing and related out-of-pocket expenses
and to pay any other administrative expenses of the Suddreth estate
which have been allowed as of the date of the Sale Order. The
remainder of the WPIP Carve-Out will be held by Trustee for the
benefit of the Suddreth bankruptcy estate and the Excavating
Carve-Out will be held by Excavating for the benefit of the
Excavating bankruptcy estate pending further order(s) of the Court
entered subsequent to entry of the Sale Order.
All time periods set forth in the Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
Notwithstanding Bankruptcy Rule 6004, the Sale Order will be
effective and enforceable immediately upon entry and its provisions
will be self-executing, and the Motion or notice thereof will be
deemed to provide sufficient notice of the Debtors' request for
waiver of the otherwise applicable stay of the Sale Order.
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Manus_Suddreth_663_Order.pdf
About Manus Edward Suddreth
Manus Edward Suddreth, the sole shareholder of W.P.I.P., Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No.
13-12978) on Feb. 21, 2013.
On Dec. 28, 2016, the Court appointed Joseph J. Bellinger, Jr., as
Chapter 11 Trustee. On July 21, 2017, the Court appointed Charles
R. Goldstein as Chapter 11 Trustee.
On Nov. 6, 2017, the Court entered an order authorizing the
Trustee's retention of A&G Realty Partners, LLC, as real estate
consultant and advisor.
On July 21, 2017, the Court appointed Charles R. Goldstein as the
Chapter 11 Trustee.
MARBLE MASTERS: Jan. 15 Plan Confirmation Hearing
-------------------------------------------------
The Bankruptcy Court has approved the Disclosure Statement
explaining Marble Masters of Middle Georgia, Inc., d/b/a ISD
Cabinets & Supply's Plan.
Any objection to confirmation of the Plan will be filed with the
Court on or before January 8, 2019.
A hearing for the consideration of confirmation of the Plan and any
objections to confirmation of the Plan will be held on January 15,
2019 at 10:00 a.m. in 433 Cherry St., Courtroom B, Macon, GA
31201.
About Marble Masters of Middle Georgia
Marble Masters of Middle Georgia, Inc., d/b/a ISD Cabinets &
Supply
-- https://www.marblemasters.com/ -- specializes in the
installation, restoration and maintenance of marble, granite, and
quartz surfaces for residential and commercial clients.
Headquartered in Warner Robins, Georgia, the Company handles new
construction or makeover projects.
Marble Masters sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. M.D. Ga. Case No. 18-50891) on May 11, 2018. In the
petition signed by Neil D. Suggs, managing member, the Debtor
estimated $50,000 to $100,000 in assets and $1 million to $10
million in debt. The Hon. Austin E. Carter presides the case.
Wesley J. Boyer, Esq., at Boyer Law Firm, L.L.C., is the Debtor's
counsel; and William A. Amos, PC, is the accountant.
MICROVISION INC: Signs Underwriting Agreement for Stock Offering
----------------------------------------------------------------
MicroVision, Inc. has entered into an underwriting agreement with
Ladenburg Thalmann & Co. Inc., as representative of the several
underwriters. The Underwriting Agreement provides for the sale of
7,000,000 shares of common stock, par value $0.001 per share, at a
public offering price of $0.60 per share, less an underwriting
discount of $0.0375 per share. The Company also granted the
Underwriters a 30-day option to purchase up to an additional
1,050,000 shares of Common Stock to cover over-allotments, if any.
The sale of the shares of Common Stock pursuant to the Underwriting
Agreement is expected to close on or about Dec. 11, 2018, subject
to the satisfaction of customary closing conditions. The shares are
being offered and sold pursuant to the Company's registration
statement on Form S-3 (Registration No. 333-228113) declared
effective by the Securities and Exchange Commission on Nov. 13,
2018. A prospectus supplement relating to the sale of the shares
of Common Stock will be filed with the SEC.
The Company expects to receive net proceeds from the offering of
approximately $3.7 million, or approximately $4.3 million if the
Underwriters exercise their option to purchase additional shares in
full, after deducting the underwriting discount and estimated
offering expenses payable by the Company. The Company intends to
use the net proceeds of the offering for general corporate
purposes.
About MicroVision
Based in Redmond, Washington, MicroVision, Inc. --
http://www.microvision.com/-- is the creator of PicoP scanning
technology, an ultra-miniature laser projection and sensing
solution for mobile consumer electronics, automotive head-up
displays and other applications. PicoP scanning technology is
based on the Company's patented expertise in micro-electrical
mechanical systems (MEMS), laser diodes, opto-mechanics, and
electronics and how those elements are packaged into a small form
factor, low power scanning engine that can display, interact and
sense, depending on the needs of the application.
MicroVision incurred net losses of $24.24 million in 2017, $16.47
million in 2016, and $14.54 million in 2015. As of Sept. 30, 2018,
the Company had $29.97 million in total assets, $17.92 million in
total liabilities and $12.04 million in total shareholders'
equity.
Moss Adams LLP, in Seattle, Washington, the Company auditor since
2012, issued a "going concern" opinion in their report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Company has suffered recurring losses from
operations and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.
MIDAS INTERMEDIATE II: Moody's Cuts CFR to B3, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Midas Intermediate Holdco II,
LLC's Corporate Family Rating and Probability of Default Rating to
B3 and B3-PD respectively. At the same time Moody's downgraded the
ratings on the company's senior secured 1st lien credit facility to
B1 from Ba3 and the senior unsecured notes to Caa2 from Caa1. The
rating outlook is stable. This concludes its review initiated on
August 23, 2018.
"Today's downgrade reflects the impact on Service King's credit
metrics of its recent weak operating performance driven by sub-par
results in one of its core markets, with the result that its credit
profile no longer supports the B2 rating," stated Moody's Vice
President Charlie O'Shea. "Moody's continues with its favorable
view of the sector fundamentals for the collision sector, and
believes that Service King's strategic initiatives will lead to an
improved profile over the next 12-18 months, which is a key ratings
factor."
Downgrades:
Issuer: Midas Intermediate Holdco II, LLC
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Corporate Family Rating, Downgraded to B3 from B2
Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from
Ba3 (LGD2)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5)
from Caa1 (LGD5)
Outlook Actions:
Issuer: Midas Intermediate Holdco II, LLC
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Service King's B3 Corporate Family Rating reflects its weak credit
metrics, with debt/EBITDA at the September 2018 LTM over 8 times
and EBIT/interest below 1 time. Supporting the rating is Service
King's solid market position in the highly fragmented collision
repair sub-sector, its mutually-beneficial relationships with
national and major insurance carriers which represents the vast
majority of revenue, and strong industry fundamentals which should
support a stable demand for its services. Drivers of the stable
include Moody's expectation that leverage and interest coverage are
expected to improve to below 7.5x and at about 1.0x respectively
over the next 12-18 months as the benefits from the company's
recently executed costs savings, its operating efficiency
initiatives and the contribution from recent and future store
additions should offset labor pressures and support earnings
growth. Moody's views Service King's liquidity profile as good,
supported by its $95.8 million cash balance as of September 29,
2018 and access to its $100 million revolving credit facility.
Ratings could be upgraded if the company is able to drive
meaningful revenue and EBITDA growth such that debt/EBITDA
approaches 6.5x and EBIT/interest is sustained above 1.0x. In
addition an upgrade will require the company to maintain its good
liquidity profile and the expectation that financial policies will
sustain metrics at these levels. Ratings could be downgraded if
"steady state" operating performance does not show signs of
stabilization or financial policies become more aggressive such
that debt/EBITDA remains above 7.5x and EBIT/interest remains below
1.0x. Ratings could also be downgraded if liquidity deteriorates
for any reason.
Headquartered in Richardson, Texas, Midas Intermediate Holdco II,
LLC is a leading provider of vehicle body repair services with
annual revenue of over $1.2 billion . The company operates under
the Service King brand name and had 340 locations in 24 states as
of September 29, 2018.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
MR. STEVEN: Hires Heller Draper as Bankruptcy Counsel
-----------------------------------------------------
Mr. Steven, LLC and its debtor-affiliates seek authority from the
United States Bankruptcy Court for the Western District of
Louisiana (Lafayette) to hire the law firm of Heller, Draper,
Patrick, Horn & Manthey, L.L.C., as bankruptcy counsel for the
Debtors.
Services Heller Draper will render are:
a. advise the Debtors with respect to their rights, powers and
duties as Debtors and debtors-in-possession in the continued
operation and management of the business and properties;
b. prepare and pursue confirmation of a plan of reorganization
and approval of a disclosure statement;
c. prepare, on behalf of the Debtors, all necessary
applications, motions, answers, proposed orders, other pleadings,
notices, schedules and other documents, and reviewing all financial
and other reports to be filed;
d. advise the Debtors concerning, and preparing responses to,
applications, motions, pleadings, notices and other documents which
may be filed by other parties;
e. appear in Court to protect the interests of the Debtors;
f. represent the Debtors in connection with use of cash
collateral and/or obtaining post-petition financing;
g. advise the Debtors concerning and assisting in the
negotiation and documentation of financing agreements, cash
collateral orders and related transactions;
h. investigate the nature and validity of liens asserted
against the properties of the Debtors, and advising the Debtors
concerning the enforceability of said liens;
i. investigate and advise the Debtors concerning and taking
such action as may be necessary to collect income and assets in
accordance with applicable law, and the recovery of property for
the benefit of the Debtors' estates;
j. advise and assist the Debtors in connection with any
potential property dispositions;
k. advise the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections and lease
restructuring, and recharacterizations;
l. assist the Debtors in reviewing, estimating and resolving
claims asserted against the Debtors' estates;
m. commence and conduct litigation necessary and appropriate
to assert rights held by the Debtors, protect assets of the
Debtors' chapter 11 estates or otherwise further the goal of
completing the Debtors' successful
reorganization; and
n. perform all other legal services for the Debtors which may
be necessary and proper in these cases.
Heller Draper's current applicable hourly rates are:
Douglas S. Draper $375
Constant G. Marquer, III $350
Leslie A. Collins $350
Other Associates $325
Paralegals $100
Heller Draper has received $5,000 from Lady Eve, L.L.C., $3,550
from each of the other Debtors (other than Mr. Steven, L.L.C.)
through multiple wires, and is scheduled to receive $30,000.00 from
the former counsel for Mr. Steven, L.L.C. in connection with the
Chapter 11 cases.
Douglas S. Draper, member of the law firm, attests that Heller
Draper is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.
The counsel can be reached at:
Douglas S. Draper, Esq.
Heller, Draper, Patrick, Horn & Manthey, L.L.C.
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Phone: (504) 299-3300
E-mail: ddraper@hellerdraper.com
About Mr. Steven
Mr. Steven, L.L.C., is a privately held company in New Iberia,
Louisiana engaged in the business of offshore marine vessel
leasing. Mr. Steven filed a voluntary petition for relief under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code (Bankr. W.D. La.
Case No. 18-51277) on Oct. 3, 2018. In the petition signed by Mr.
Steven J. Miguez, manager, the Debtor disclosed $5,152,864 in
assets and $23,651,405 in liabilities. Robin B. Cheatham, Esq. at
Adams and Reese LLP, represents the Debtor.
NICHOLAS L HUGENTOBLER: Hires Kutner Brinen, P.C. as Attorney
-------------------------------------------------------------
Nicholas L Hugentobler PC seeks authority from the United States
Bankruptcy Court for the District of Colorado (Denver) to hire
Kutner Brinen, P.C. as attorneys.
The professional services that Counsel is to render are:
a. provide the Debtor with legal advice with respect to its
powers and duties;
b. aid the Debtor in the development of a plan of
reorganization under Chapter 11;
c. file the necessary petitions, pleadings, reports, and
actions that may be required in the continued administration of the
Debtor's property under Chapter 11;
d. take necessary actions to enjoin and stay until a final
decree the continuation of pending proceedings and to enjoin and
stay until a final decree herein the commencement of lien
foreclosure proceedings and all matters as may be provided under 11
U.S.C. Sec 362; and
e. perform all other legal services for the Debtor that may be
necessary.
Counsel holds a pre-petition retainer for payment of post-petition
fees and costs in the amount of $15,613.00.
Kutner Brinen's hourly rates are:
Lee M. Kutner $500
Jeffrey S. Brinen $475
Jenny M. Fujii $380
Keri L. Riley $320
Maureen M. Gerardo $200
Paralegal $75
The counsel can be reached at:
Jeffrey S. Brinen, Esq.
Maureen McIntee Gerardo, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Tel: (303) 832-2400
Fax: (303) 832-1510
Email: jsb@kutnerlaw.com
About Nicholas L Hugentobler
Nicholas L Hugentobler PC is a medical group that specializes in
podiatry. Based in Durango, Colorado, Nicholas L Hugentobler filed
a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 18-20352) on Nov. 29, 2018. In the
petition signed by Nicholas L. Hugentobler, president, the Debtor
disclosed $1,683,547 in assets and $2,822,012 in liabilities. The
Hon. Michael E. Romero is the case judge. Jeffrey S. Brinen, Esq.
at Kutner Brinen, P.C. represents the Debtor as counsel.
P & B ENTERPRISES: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of P & B Enterprises, LLC as of Dec. 7,
according to a court docket.
About P & B Enterprises
P & B Enterprises, LLC, owns Bolder Enterprises, LLC, a merchant
wholesaler of groceries and related products.
P & B Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-18798) on Oct. 9,
2018. In the petition signed by Chad L. Anderson, manager, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million. Judge Thomas B. McNamara presides over
the case. The Debtor tapped Weinman & Associates, P.C. as its
legal counsel.
PALOMAR HEALTH: Fitch Affirms BB+ IDR, Outlook Positive
-------------------------------------------------------
Fitch Ratings has affirmed the following Palomar Health, CA (PH)
ratings at 'BB+':
-- Issuer Default Rating (IDR);
-- Series 2006A, 2006B, and 2006C COPS,, 2016 refunding revenue
bonds, 2017 refunding revenue bonds;
-- 2017 COPs issued by California Municipal Finance Authority to
be paid by PH;
-- General obligation (GO) bonds series 2007A, 2009A, and 2010A.
The Rating Outlook on the IDR, revenue bonds and GOs remains
Positive.
Fitch has also affirmed the 'AAA' rating on the series 2016A&B GO
bonds based on pledged special revenue analysis.
The Rating Outlook on series 2016A&B GO bonds is Stable.
Fitch Ratings has withdrawn its ratings for the following bonds due
to prerefunding activity:
-- Palomar Health (CA) certificates of participation series 2010
(prerefunded maturities only - 69753LAK3, 69753LAL1, 69753LAM9).
Previous Rating: 'BB+'/Positive.
SECURITY
Revenue bonds are secured by a gross revenue pledge of the
obligated group (OG). Gross revenues exclude property tax revenue.
The OG consists of PH's acute care facilities, other healthcare
related entities and Arch Health Partners (AHP), a medical
foundation. GO bonds are payable from an unlimited ad valorem
property tax that was approved by the voters in the district in a
2004 election.
ANALYTICAL CONCLUSION
The 'BB+' IDR reflects Fitch's assessment of PH's weaker net
leverage profile under a stress scenario through the cycle relative
to its mid-range revenue defensibility and the expectation of
strong operating flexibility over the next several years. The
Positive Outlook reflects Fitch's expectation that operating income
levels will markedly improve over the near term based on past and
ongoing improvements and strategic initiatives, including the
downtown service consolidation in 2021.
The assessment includes a criteria variation that allows Fitch to
view the district's financial profile without consideration of its
unlimited tax general obligation (ULTGO) debt as the ULTGO debt
service burden is borne entirely by the county's tax base.
Fitch rates the series 2016A and 2016B GO bonds 'AAA' based on a
dedicated tax analysis, without regard to district or hospital
financial operations. District counsel has provided Fitch with
legal opinions that provide a reasonable basis for concluding that
tax revenues levied to repay the bonds would be considered pledged
special revenues in the unexpected event of a district bankruptcy.
The rating on GO bonds issued prior to 2016 is limited by the
district's IDR, as Fitch's analysis has determined that these
outstanding bonds would not be protected by a pledge of special
revenues, leaving them subject to the automatic stay in the
unlikely event of bankruptcy.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'; Strong Market Share in Growing
Service Area
The assessment reflects PH's strong market position in the
expanding northern San Diego service area, with limited exposure to
revenue reimbursement risk based on a payor mix dominated by
Medicare, commercial and managed care payors. Ad valorem tax
revenues do not improve PH's revenue defensibility given their
limited contribution to operations and the lack of an available
taxing margin.
Operating Risk: 'a'; Expectation of Additional Operating
Flexibility; Growing Capital Requirements
Fitch expects PH's cost management to improve based on recent
organizational restructuring and strategic growth initiatives that
should improve operating income levels. Fitch considers PH's
capital requirements high based on current age of plant and capital
spending plans.
Financial Profile: 'bb'; Weaker Net Leverage Under Stress Scenario
PH's financial profile reflects weaker net leverage under the
stress scenario relative to mid-range revenue defensibility and the
expectation of stronger operating cost flexibility over the next
several years. Fitch's base case and stress case analysis,
supported by a criteria variation, exclude the district's ULTGO
debt (and related debt service and tax levy) as Fitch considers the
debt service burden to be borne entirely by the district's tax
base.
Asymmetric Additional Risk Considerations
RATING SENSITIVITIES
Financial Performance and Profile: Positive rating action is
largely dependent on continued execution of PH's strategic plans
and associated profitability and liquidity growth. The current
rating is also sensitive to future changes in capital requirements
and debt.
Tax Base Drives GO Dedicated Revenue Rating: The district's 'AAA'
rating on the GO refunding bonds, series 2016A and 2016B could come
under downward pressure in a significant and long-lasting decline
in the district's tax base and economy, which Fitch considers
unlikely. PH's GO bonds other than the series 2016A and 2016B are
based on its IDR.
CREDIT PROFILE
PH is California's largest public health care district and the
largest trauma district covering 800 square miles in northern San
Diego County. The service area is primarily residential, with some
light industrial and commercial activity. PH owns and operates two
hospitals in northern San Diego County: the 286-bed Palomar Medical
Center Escondido that opened in August 2012 and the 95-bed Palomar
Medical Center Poway (PMCP) opened in 1977. PH also owns a downtown
campus hospital that is currently in transition to close. PH also
owns and operates Villa Pomerado, a 129-bed skilled nursing
facility adjacent to PMCP. Arch Health Partners (Arch) is a medical
foundation whose physicians operate in 15 clinic locations
providing alignment between PH and its physicians. Fiscal 2018
revenues of $830 million included $16.8 million of unrestricted
property tax revenue supporting operations and $19 million of
property tax revenue restricted for payment of GO debt service.
Revenue Defensibility
PH has limited exposure to Medicaid and self-payors, totaling 23.9%
of its gross payor mix. Medicare and commercial and managed care
make up 73.8% of gross revenues. As the largest healthcare district
in California, its payor network includes all major commercial
(HMO/PPO), Medicare HMO and Medi-Cal health plans. Unrestricted
property tax revenues contribute only 2% to total revenues.
PH maintains a dominant 51% market share within its North San Diego
County primary service territory, which represents over half of
PH's admissions. There is additional competition by San Diego
providers in the mid-to-southern reaches of San Diego County, but
PH benefits from strategic affiliations with Kaiser Foundation
Hospitals, Kindred Rehabilitation Services, and Rady Children's
Hospital-San Diego. PH is a key member of the Mayo Clinic Care
Network in the state. PH's medical foundation, Arch, provides a
primary care base integral in care coordination.
Strong population, employment and wealth characteristics position
PH's payor mix to improve over the medium to long term.
GO Bond Analysis
Fitch rates the series 2016A and 2016B GO refunding bonds 'AAA'
based on a dedicated tax analysis, without regard to district or
hospital financial operations. District counsel has provided Fitch
with legal opinions offering a reasonable basis to conclude tax
revenues levied to repay the bonds would be considered pledged
special revenues in the event of a district bankruptcy.
The specific features of the series 2016A and 2016B bonds meet
Fitch's criteria for rating special revenue obligation debt without
consideration of the district's general credit quality. Fitch
believes bondholders are effectively insulated from hospital
operations risk 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 filing 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 its 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 it considers sufficient
to reduce the incentive to challenge the special revenue status
given 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 statutory provisions that
govern the use of the pledged property tax revenues. Those
provisions, along with legal documents governing the bond issuance,
provide sufficient strength for Fitch to rate the district's GO
bonds higher than its IDR. As a result, Fitch analyzes the GO
refunding bonds, series 2016A and 2016B, as dedicated tax bonds.
This analysis focuses on the district's economy, tax base and debt
burden without regard to the IDR. Fitch typically calculates the
ratio of available revenues to debt service for dedicated tax
bonds, but the unlimited nature of the tax rate pledge on the
district's bonds eliminates the need for such calculations.
The district's bond counsel has determined it cannot opine that the
district's outstanding GO bond elections of series 2007A, 2009A and
2010A are similarly secured by a pledge of special revenues. These
outstanding GO bonds would not be protected by a pledge of special
revenues, leaving them subject to the automatic stay upon a
potential insolvency of the district. Absent an opinion that tax
revenues constitute pledged special revenues under Chapter 9 of the
U.S. Bankruptcy Code, the series 2007A, 2009A and 2010A GO bonds
cannot be rated distinctly from and higher than the IDR.
The district's $84 billion tax base is strong, reflecting a 5.7%
compound annual growth rate (CAGR) between fiscal years 2000 and
2019. The ability to make debt service payments is unlikely to be
reduced by expected cyclical variations in the tax base and
economy. The district's service area retains good potential for
long-term growth due to its location, availability of relatively
affordable land for development and growing labor force. There is
no taxpayer concentration; the top 10 property taxpayers
collectively accounted for less than 3% of fiscal 2019 assessed
value. Approximately three-quarters of the tax base is
residential.
Tax rates are low and unlikely to rise to a level that would
pressure the rating even under relatively severe stress scenarios.
The general tax rate of 1% of TAV is capped by California
Proposition 13 and cannot be increased. The total levy for the
district and overlapping jurisdictions, including debt service, is
low and varies automatically with debt service and TAV changes.
Fitch considers the tax base very unlikely to suffer losses that
would meaningfully erode repayment capacity.
Operating Risk
Five-year operating EBITDA averaged 10% through fiscal 2018,
although this was due to comparatively high levels of depreciation
and interest expense and not a reflection of pure operating margin
profitability. PH undertook organizational restructuring and
operational expense reductions during fiscal 2018. These, combined
with revenue cycle improvements and strategic service line growth
initiatives, support Fitch's expectation for improvement in cost
management and profitability levels. PH contracted for the sale of
its downtown campus, which will provide net proceeds of $14 million
in fiscal 2021 and an expected $5 to $7 million in annual cost
savings. Services yet to be relocated from the downtown campus
include radiation oncology, laboratory, infusion, rehabilitation,
and behavioral health.
The high capital requirements assessment reflects a 12-year average
age of plant and capital spending expected to be significantly
below annual depreciation levels. However, the higher average age
of plant, and the capital spending does not fully capture projects
in PH's strategic plan anticipated to expand its footprint but that
will be funded largely by third parties through strategic
partnerships. The final sale of the downtown campus is also
expected to improve the overall average age of plant. Capital
expenditures include key strategic capital projects such as a
crisis stabilization unit, center, rehabilitation hospital and
behavioral health center. PH's facilities will be seismic compliant
with the closure of the downtown campus in fiscal 2021.
Financial Profile
PH's financial profile reflects weaker net leverage under a stress
scenario relative to its mid-range revenue defensibility and the
expectation of strong operating flexibility over the next several
years. The district's cash to adjusted debt of 27% as of June 30,
2018 reflects $200 million in unrestricted cash and investments in
relation to adjusted debt of approximately $740 million. Under
Fitch's criteria, adjusted debt components include Fitch's
capitalization of operating leases (estimated at $96 million). The
district does not have unfunded pension obligations. PH's net
adjusted debt to adjusted EBITDA, a measure of how many years of
cash flow is needed to repay long-term debt outstanding, was 5.7x
at June 30, 2018.
Fitch's base case reflects the lack of new debt issuance plans and
PH's continued profitability driven by cost management and service
line growth and supported by strategic alignments and expanded
facilities including its rehabilitation hospital, center and crisis
stabilization unit at the Palomar Medical Center Escondido Campus.
The rating case assumes standard stress reflected in 2% and 1%
reductions in revenues in fiscal 2019 and 2020, respectively,
followed by recovery represented by a 1% increase in revenues in
fiscal 2021. Stress case cash-to-adjusted debt and net adjusted
debt to adjusted EBITDA are consistent with Fitch's 'bb' category
financial profile assessment.
Criteria Variation
The assessment includes a criteria variation that allows Fitch to
view the district's financial profile without consideration of its
ULTGO debt as the ULTGO debt service burden is borne entirely by
the county's tax base. PH had approximately $655 million of GO debt
outstanding at June 30, 2018.
PAR PETROLEUM: S&P Alters Outlook to Positive & Affirms 'B+' ICR
----------------------------------------------------------------
S&P Global Ratings affirms 'B+' issuer credit rating and 'BB-'
issue-level ratings on Par Petroleum. S&P said, "We are also
revising our outlook to positive from stable. At the same time, we
are assigning our 'BB-' rating to the proposed term loan B based on
a '2' recovery rating. The '2' recovery rating reflects our
expectation of substantial (70%-90%; rounded estimate: 85%)
recovery in the event of default."
Houston-based energy and infrastructure owner and operator Par
Petroleum LLC (Par Petroleum) has launched a $250 million term loan
B to partially finance its acquisition of U.S. Oil & Refining Co.
We are affirming the 'B+' issuer credit rating and 'BB-'
issue-level ratings on Par Petroleum.
The outlook revision to positive reflects the improvements to Par
Petroleum's business due to the acquisitions announced in 2018. Par
Petroleum has announced financing for the most recent acquisition,
U.S. Oil, in a manner that would lead to leverage between 1.5x and
2.5x through 2020.
The positive outlook reflects the increased scale and diversity
from the announced acquisition of U.S. Oil & Refining Co. and IES,
which will add scale and diversity to Par Petroleum's existing
business. S&P expects Par Petroleum to maintain adequate liquidity
and debt to EBITDA between 1.5x and 2.5x through 2020.
S&P said, "We could revise the outlook to stable if execution of
the 2018 acquisitions were not integrated as expected, leading to
elevated leverage through 2019. In addition, if industry conditions
weakened or if the company had significant unplanned downtime that
harmed financial measures, we could lower the ratings if debt to
EBITDA were expected to be above 4x on a sustained basis or if
leverage metrics at the parent, Par Pacific Holdings,
deteriorated.
"We could raise the ratings if Par Petroleum successfully
integrated the 2018 acquisitions while maintaining leverage below
3x over the next 12 months. In addition, in order to raise the
ratings, we would expect Par Petroleum to realize increased
stability due to cash flows increasing from the midstream and
retail segments."
PETROQUEST ENERGY: Langner Buying Oil/Gas Working Interests
-----------------------------------------------------------
PetroQuest Energy, Inc. ("PQE"), and affiliates, ask the U.S.
Bankruptcy Court for the Southern District of Texas to authorize
them to sell and assign undivided 1% working interests in leases
located in Pointe Coupee, Avoyelles and St. Landry Parishes in
Louisiana to Jay Langner.
The Lease Interests consist of 26 leases in Pointe Coupee Parish
consisting of approximately 19,700 acres and nine leases in
Avoyelles Parish consisting of approximately 6,400 acres.
The Participation Agreement requires, among other things, that
Langner participate in certain initial test wells and other
subsequent wells. Langner's failure to do so will result in the
forfeiture of the Working Interest in those wells and the
reassignment of the Working Interest in those wells to PQE. In
addition to requiring Langner's participation in certain wells, the
Participation Agreement also requires that Langner enter into a
joint operating agreement with PQE ("Langner JOA"), pursuant to
which, PQE will be the "operator" and Langner will be a
"non-operator."
The Participation Agreement and the Langner JOA will be effective
as of the date the parties enter into the Participation Agreement.
The term of the Participation Agreement is from the Effective Date
until Dec. 15, 2020.
The Debtors ask that the Court approves the sale and assignment of
the Working Interest pursuant to the terms of the Participation
Agreement free and clear of all liens, claims, and encumbrances.
Finally, the Debtors ask that the Court waives the 14-day stay
imposed by Bankruptcy Rule 6004(h), as the exigent nature of the
relief sought justifies immediate relief.
A hearing on the Motion is set for Nov. 27, 2018 at 12:00 p.m.
Objections, if any, must be filed within 21 days from the date of
service.
About Petroquest Energy
PetroQuest Energy, Inc. -- http://www.petroquest.com/ -- is an
independent oil and gas companies engaged in the exploration,
development, acquisition and operation of oil and gas properties in
Texas and Louisiana, primarily in the Cotton Valley, Gulf Coast
Basin, and Austin Chalk plays. The Company maintains offices in
Lafayette, Louisiana and The Woodlands, Texas. It currently
employs 64 people and utilizes the services of an additional 8
specialized and trained field workers and engineers through
third-party service providers.
Petroquest along with its seven affiliates filed for chapter 11
bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 18-36322) on
Nov. 6, 2018.
In the petition signed by Charles T. Goodson, CEO and president,
Petroquest estimated assets at $1 million to $10 million and
estimated liabilities at $100 million to $500 million.
The Hon. David R. Jones is the case judge.
Porter Hedges LLP, led by John F. Higgins, Esq., Joshua W.
Wolfshohl, Esq., and M. Shane Johnson, Esq., serves as counsel to
the Debtors. The Debtors also tapped Seaport Global Securities as
investment banker, FTI Consulting Inc as financial advisor, and
Epiq Corporate Restructuring LLC as claims, noticing and
solicitation agent.
PINEVILLE COMMUNITY: Former Hospital Owner Files for Chapter 7
--------------------------------------------------------------
Pineville Community Hospital Association, Inc., filed for Chapter 7
bankruptcy liquidation on Nov. 29, 2018 (Bankr. E.D. Ky. Case No.
18-61486).
PCHA owned and operated the Pineville Community Hospital, now
called Southeastern Medical Center, until signing a sale agreement
with Fort Lauderdale, Fla.-based Americore Health in 2017. PCHA
still owns the real estate, but it entered a long-term lease with
the new hospital owner, Americore.
In its bankruptcy petition, PCHA estimated assets as between $10
million and $50 million and listed its liabilities in the same
range. PCHA said it has at least 200 creditors.
The 11 U.S.C. Sec. 341(a) meeting of creditors is scheduled for
Jan. 17, 2019.
The Debtor's attorneys:
W Thomas Bunch, II
271 West Short Street, Suite 805
Lexington, KY 40507-1217
Tel: (859) 254-5522
E-mail: TOM@BUNCHLAW.COM
REAGOR AUTO MALL: Taps Foley Gardere as Attorney
------------------------------------------------
Reagor Auto Mall, Ltd. seeks authority from United States
Bankruptcy Court for the Northern District of Texas (Dallas) to
hire Foley Gardere, Foley & Lardner LLP as attorneys in the Chapter
11 Case effective November 2, 2018.
Professional services that F&L will render are:
a. advise the Debtor of its rights, obligations, and powers in
these Chapter 11 Case;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest;
c. assist the Debtor in the preparation of all administrative
documents required to be filed or prepared, and to prepare, on
behalf of the Debtor, all necessary applications, motions, answers,
responses, orders, reports and other legal documents required;
d. assist the Debtor in obtaining Court approval for use of
cash collateral or debtor-in-possession financing and other
negotiations with secured creditors;
e. take such action as is necessary to preserve and protect
the Debtor's assets and interests therein, including pursuing and
prosecution actions on the Debtor???s behalf and defending any
action brought against the Debtor, and representing the Debtor's
interest in negotiations concerning all litigation in which the
Debtor is involved, including objections to claims filed against
the Estate;
f. advise the Debtor in connection with any potential sale of
assets or other disposition of the Estate's assets;
g. assist the Debtor in the formulation of a disclosure
statement and in the formulation, confirmation, and
consummation of a plan of liquidation or reorganization;
h. appear before the Court, any appellate courts and the
United States Trustee and protect the interests of the Debtor and
the assets in the Estate before such courts and the United States
Trustee;
i. consult with the Debtor regarding tax matters; and
j. perform any and all other legal services that may be
necessary to protect the rights and interests of the Debtor and the
Estate in the Chapter 11 Case and any actions hereafter commenced
in the Chapter 11 Case.
Standard hourly rates F&L will charge are:
Partners $500 to $900
Associates/Special Counsel $250 to $500
Paralegals $150 to $200
Marcus A. Helt $675
C. Ashley Ellis $475
Melina Bales $300
Marcus A. Helt, a partner with the law firm, attests that that the
firm is a "disinterestedness person" within the meaning of Sec.
101(4) of the Bankruptcy Code.
The counsel can be reached at:
Marcus A. Helt
C. Ashley Ellis
Melina Bales
FOLEY GARDERE
FOLEY & LARDNER LLP
2021 McKinney Avenue, Suite 1600
Dallas, TX 75201
Tel: 214-999-3000
Fax: 214-999-4667
About Reagor Auto Mall
Reagor Auto Mall and its affiliates are Texas limited partnerships
which own and operate auto dealership in and around West Texas.
They make up part of what is known as the Reagor-Dykes Auto Group.
On Nov. 2, 2018, five affiliates that have filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code:
Reagor Auto Mall, Ltd. (Bankr. N.D. Tex. Case No. 18-33577),
Reagor-Dykes Snyder, L.P. (Case No. 18-33578), Reagor-Dykes Auto
Mall I LLC (Case No. 18-33579), Reagor-Dykes II LLC (Case No.
18-33580), and Reagor-Dykes III LLC (Case No. 18-33581).
At the time of filing, Reagor Auto and Reagor-Dykes Snyder each
estimated assets of $10 million to $50 million, and liabilities in
the same range.
The cases are assigned to Judge Stacey G. Jernigan.
FOLEY & LARDNER LLP, led by Marcus Alan Helt, is the Debtors'
counsel.
REAGOR-DYKES: Bankruptcy Claims Top $844 Million
------------------------------------------------
A total of $844 million in claims were filed against Reagor-Dykes
Motors, LP and five affiliates by the Dec. 5, 2018 claims bar date,
according to MyHighPlains.com. The report relates that the claims
registry for the first six companies held 423 claims:
No. of Total Secured
Debtor Claims Claim Amount Claims
------ ------ ------------ -------
Reagor-Dykes Motors, LP 125 $146,339,261 $42,695,731
Reagor-Dykes Imports, LP 60 $141,844,232 $22,775,568
Reagor-Dykes Amarillo, LP 51 $138,856,494 $18,049,369
Reagor-Dykes Auto Company, LP 78 $140,609,806 $29,985,462
Reagor-Dykes Plainview, LP 55 $138,901,733 $24,447,327
Reagor-Dykes Floydada, LP 54 $137,721,801 $22,708,431
-------- ------------ ------------
Total 423 $844,273,327 $160,661,888
In the cases by five additional affiliates, the claims bar date is
March 28, 2019.
About Reagor-Dykes Motors
Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a
dealer of automobiles headquartered in Lubbock, Texas. The Company
offers new and used vehicles, automobile parts, and other related
accessories, as well as car financing, leasing, repair, and
maintenance services. Some of its new vehicles include brands like
Ford, Toyota, GMC, Cadillac, Chevrolet and Buick.
Reagor-Dykes Motors, LP, based in Lubbock, Texas, and its
affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case
No. 18-50214) on Aug. 1, 2018. In their petitions, the Debtors
estimated $10 million to $50 million in both assets and
liabilities. The petitions were signed by Bart Reagor, managing
member of Reagor Auto Mall I, LLC, general manager and Rick Dykes,
managing member of Reagor Auto Mall I, LLC, general partner.
The Hon. Robert L. Jones presides over the cases.
The Debtors tapped David R. Langston, Esq., at Mullin Hoard &
Brown, L.L.P., as their bankruptcy counsel; and Bob Schleizer of
BlackBriar Advisors LLC as their chief restructuring officer.
RGE CARIBBEAN: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: RGE Caribbean LLC
605 Condado Street
Edificio San Alberto, Suite 322
San Juan, PR 00907
Business Description: RGE Caribbean LLC is privately held
company in San Juan, Puerto Rico engaged
in the business of utility system
construction.
Chapter 11 Petition Date: December 9, 2018
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Case No.: 18-07178
Judge: Hon. Edward A. Godoy
Debtor's Counsel: Maria Mercedes Figueroa Y Morgade, Esq.
FIGUEROA Y MORGADE LEGAL ADVISORS
3415 Alejandrino Ave., Apt. 703
Guaynabo, PR 00969-4956
Tel: (787)234-3981
Email: figueroaymorgadelaw@yahoo.com
Total Assets: $1,353,420
Total Liabilities: $1,904,761
The petition was signed by Miguel Roberto Camino Landron, member.
The Debtor lists Vitol Virgin Island Corp as its sole unsecured
creditor holding a claim of $1,904,761.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/prb18-27178.pdf
RICHARD OSBORNE: Melaragno Buying Mentor House & Lot for $290K
--------------------------------------------------------------
Richard M. Osborne asks the U.S. Bankruptcy Court for the Northern
District of Ohio to authorize the sale of interest in the house and
lot located at 7325 Reynolds Road, Mentor Ohio, PPN 16C0700000160,
to Anthony D. Melaragno for $290,000.
The purchase price is less payment of all outstanding real estate
taxes consisting of approximately $23,683 in current and past due
real estate taxes due Lake County Ohio, costs of sale such as
customary prorations, broker commissions and fees through the
closing date on the terms and conditions set forth in the offer to
purchase from the Buyer.
The prepetition title to 7325 Reynolds Road was in the name of the
Richard M. Osborne Trust. On Dec. 17, 2017 the Debtor revoked the
Trust which caused the Trust's property to revest in the Debtor on
that date. 7325 Reynolds Road is therefore property of the
bankruptcy estate.
The Lake County Auditor's fair market appraisal for 7325 Reynolds
Road is $307,020. The proposed Gross Sales Price is therefore fair
and reasonable for 7325 Reynolds Road. There are numerous holders
of an interest in 7325 Reynolds Road as set forth on Exhibit B, but
all such holders of any interest consent to the sale free of their
interest. Many of the interests in 7325 Reynolds Road are in bona
fide dispute.
As the remaining interests are junior in priority to the Real
Estate Taxes, the holder of any interest in 7325 Reynolds Road may
be compelled in a legal or equitable proceeding to accept a money
satisfaction of such interest.
In order to provide adequate protection of any interest in 7325
Reynolds Road, the Real Estate Taxes will be paid to Tax Ease
and/or the Lake County Treasurer. The Net Proceeds will be held
subject to the jurisdiction of the Court and all other interests in
7325 Reynolds Road will transferred to the Net Proceeds to be
determined by a later order of the Court, in accordance with the
respective rights and priorities of the holders any interest in
7325 Reynolds Road, as such right appears and is entitled to be
enforced against 7325 Reynolds Road, the Estate or the Debtor under
the Bankruptcy Code or applicable non-bankruptcy law.
Therefore, 7325 Reynolds Road may be sold free of any interest of
any other entity.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Richard_Osborne_292_Sales.pdf
The Buyer:
Anthony D. Melaragno
1422 Bellview St.
Wickliffe, OH 44092
About Richard Osborne
On Dec. 17, 2017, Richard M. Osborne filed his voluntary petition
for relief under chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ohio Case No. 17-17361).
The Debtor has continued in possession of his property and has
continued to operate and manage his businesses as
debtor-in-possession pursuant to Sec. 1107(a) and 1108 of the
Bankruptcy Code. No request has been made for the appointment of a
trustee or examiner, and the United States Trustee has indicated
that no official creditor committee is being formed in the case.
Frederic P. Schwieg, Esq., in Rocky River, Ohio, serves as counsel
to the Debtor.
ROAD INFRASTRUCTURE: Moody's Lowers CFR to Caa1, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Road Infrastructure Investment
Holdings, Inc.'s Corporate Family Rating to Caa1 from B2, first
lien senior secured ratings to B3 from B1, and Probability of
Default rating to Caa1-PD from B2-PD. The rating outlook is stable.
Downgrades:
Issuer: Road Infrastructure Investment Holdings, Inc.
Probability of Default Rating, Downgraded to Caa1-PD from B2-PD
Corporate Family Rating, Downgraded to Caa1 from B2
Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B1
(LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B3
(LGD3) from B1 (LGD3)
Outlook Actions:
Issuer: Road Infrastructure Investment Holdings, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
"Road Infrastructure's rating downgrade reflects its weak liquidity
and the risk of breaching financial covenant as a result of
earnings deterioration and increased debt leverage", says Jiming
Zou, a Moody's Vice President and the company's lead analyst.
The company's liquidity is constrained by the reduced availability
under its revolving credit facility, a small cash balance and large
seasonal working capital needs for the first half of 2019. Road
Infrastructure had only $12 million availability under its revolver
and $11 million cash balance at the end of September 2018. Although
working capital swings will return cash to the company in the
fourth quarter, the availability under its $75 million revolver by
the end of 2018 will remain well below prior-year levels and likely
insufficient to meet the large working capital needs for the
business in the first half of 2019.
The company is unlikely to tap additional borrowings and there is
an increasing likelihood of a covenant breach in the near term. The
reported 6.96x first lien net leverage ratio in the third quarter
of 2018 is pushing close to the 7.0x maximum allowed level under
the first lien credit agreement. Given recent earnings
deterioration, the company will need to obtain a waiver or an
amendment, or receive equity injection from its sponsor to avoid
triggering an event of default. Although the current credit
environment looks benign, there is risk that factors beyond
management control could cause market conditions to weaken over the
next 6-12 months, creating greater liquidity challenges for the
company.
Road Infrastructure's EBITDA declined about 20% amid higher raw
materials, freight and logistic costs in the first nine months of
2018. Debt/EBITDA, including Moody's analytical adjustments, is
expected to be close to 9 times at the end of 2018, up from 6.7x at
the end of 2017. Moody's expects recent price actions and acquired
businesses will slightly improve earnings but debt leverage will
remain high in the range of 7 to 8 times in 2019.
Other constraining factors to the rating are the company's
relatively small size as measured by revenues around $600 million,
limited product diversity, dependency on government funding and
spending, and significant seasonality, reflected in its generation
of roughly 70% of revenues in the second and third quarter. The
company is exposed to cost inflation and tariffs on key raw
material, such as acrylic resin, alkyd resin and TiO2.
The company's rating is supported by EBITDA margins in the
mid-teens, broad regional manufacturing footprint, and the
stability in demand since the majority of its revenues are
generated from infrastructure maintenance spending. The company has
also maintained a relatively stable customer base, however, a
portion of its revenue is subject to municipal or state bidding
processes. Although the December 2015 FAST Act authorized roughly
$300 billion in infrastructure spending over five years, very
little of that money has been spent so far. Moody's expects a
number of infrastructure suppliers starting to benefit from
increase state and municipal spending on infrastructure projects.
The company has no near-term debt maturities, other than a 1%
annual principal amortization of the $487 million first lien term
loan due 2023.
Moody's could consider upgrading the rating, if Road Infrastructure
is able to improve its liquidity and financial flexibility by
improving earnings, reducing adjusted debt leverage below 7.0x or
amending its credit agreement.
Moody's could consider downgrading the rating, if the company fails
to amend its term loan agreement and earnings and cash flow
continue to deteriorate in 2019, or if leverage remains above 8.0x.
The principal methodology used in these ratings was Chemical
Industry published in January 2018.
Road Infrastructure Investment Holdings, Inc., headquartered in
Greensboro, NC, is a producer of pavement and safety marking
products primarily for the highway safety market. Road is the
largest global provider of pavement markings and maintains the top
market position in each of its key product lines; traffic paint,
thermoplastics, preform thermoplastic, and raised pavement markers.
The company operates 26 manufacturing facilities in five
continents. Road's revenues were approximately $606 million for the
twelve months ended September 30, 2018. On May 13, 2016, Olympus
Partners purchased Road from Brazos Private Equity Partners LLC,
and management retained a minority equity interest.
RONALD GOODWIN: Proposes an Auction Sale of Kansas Real Properties
------------------------------------------------------------------
Ronald A. Goodwin and Michelle L. Goodwin ask the U.S. Bankruptcy
Court for the District of Kansas to authorize the auction sale of
the following real estate:
a. Tract 1: Beginning 440 feet West of the Southeast Corner of
the Northeast Quarter, thence North 660 feet, thence Northeast
1398.10 feet to a point 200 feet South of MOPAC right of way South
to the Southeast Corner of the Northeast Quarter West to the point
of beginning except the South 1197.6 feet and excluding rods and
right of ways in Section 4-27-1E, Sedgwick County, Kansas and
having a common address of 2711 N. Hydraulic, Wichita, Kansas.
b. Tract 2: The North 400 feet of the North 500 feet of Lot
20, Walnut Grove Addition, Sedgwick County, Kansas and the South
100 feet of the North 500 feet of Lot 20, Walnut Grove Addition,
Sedgwick County, Kansas, and having a common address of 3517 N.
Arkansas, Wichita, KS 67204.
c. Tract 3:
PARCEL 1: Beginning at a point 557.79 feet North of the
Southeast Corner of the Northwest Quarter (NW/4) of the Northwest
Quarter (NW/4) of Section 5, Township 26 South, Range 5 East of the
Sixth Principal Meridian, thence West 662.12 Feet; thence North to
a point on the South right of way line of the Missouri Pacific
Railroad; thence Northeasterly along said railroad right of way to
a point of intersection with a railroad spur line right of way
(recorded in Misc. Book 280 at page 16), said point being 344.62
feet South and 264.14 feet West of the Northeast Corner of said
Northwest Quarter of the Northwest Quarter; thence East
perpendicular to the East line of said Northwest Quarter of the
Northwest Quarter a distance of 264.14 feet; thence South along the
East line of said Northwest Quarter of the Northwest Quarter a
distance of 425.16 feet to the point of beginning, Butler County,
Kansas except any part taken, used or dedicated for roads or public
rights of way.
PARCEL 2: Beginning at the Southwest Corner of the
Northwest Quarter (NW/4) of the Northwest Quarter (NW/4) of Section
5, Township 26 South, range 5 East of the Sixth Principal Meridian
in Butler County, Kansas; thence North along the West line of said
Northwest Quarter, Northwest Quarter, a distance of 518.14 feet to
the South right-of-way line of the Missouri Pacific Railroad;
thence deflecting right 66?? 45' 31", a distance of 721.32 feet
along said railroad right-of-way; thence South parallel with the
East line of said Northwest Quarter, Northwest Quarter, a distance
of 807.74 feet, to a point on said South line; thence West 662.93
feet to the point of beginning. Said parcel contains 10.1 acres
including the road right-of-way and having a common address of 417
N. Industrial, El Dorado, Kansas.
PARCEL 3: S05, T26, R05E, beginning 340S NE/4 NW/4 NW/4
S415 W662 N240.5 NELY 440 E250 to point of beginning, less right of
way, approx. 5.2 acres, and having a common address of 615 N.
Industrial, El Dorado, KS 67042.
PARCEL 4: S05, T26, R05E, beginning SW/C NW/4 NW/4 N518.1
NELY 721.3 S240.5 E662.1 S40 W662.9 to point of beginning, less
right of way, approx. 10.2 acres, and having a common address of
174 Purity Springs Road, El Dorado, KS 67042.
d. Tract 4:
PARCEL 1: S36, T34, R03, PT NW/4 beginning W1750 &
S1409.79 from NE Corner, E495.28, S120, W495.28, N to point of
beginning, approx. 1.4 acres, and having a common address of 0 West
Madison, Arkansas City, Kansas, 67005.
PARCEL 2: S36, T34, R03, PT NW/4 beginning W1750 & S1530
from NE Corner, E495.28, S145.36, SW380.86, NWLY 480.62, E201.05 to
point of beginning, & Point NW/4 beginning W1750 & S1409.72,
approx. 3.9 acres, and having a common address of 1417 West
Madison, Arkansas City, Kansas, 67005.4
e. Tract 5: Lot 1, Block A, Aaron Goodwin Addition, Wichita,
Sedgwick County, Kansas and having a common address of 302 E. 25th
St. N., Wichita, Kansas
The Real Estate will be auctioned by McCurdy Auction, LLC on Nov.
28, 2018 at 12:00 p.m., at the Board of Realtors conference center,
170 W. Dewey St., Wichita, KS 67202. Concurrently with the live
auction on Nov. 28, 2018, the Real Estate will be offered via
online simulcast through McCurdy's online bidding platform. Online
bidders will be able to bid on the Real Estate during the live
auction through the online bidding platform. The terms and
conditions governing the online bidders will be substantially the
same as those governing onsite bidders. The terms of each auction
are set forth on Exhibit B to the Debtors' Application to Employ
McCurdy Auction, LLC, which was filed on Sept. 19, 2018.
The Debtors have not claimed the Real Estate as exempt. The Real
Estate will be sold in its present, "as is" condition, with no
express or implied warranties. The Real Estate will be sold
subject to rights of way and easements of record. It will be sold
free and clear of all liens and encumbrances of record. Any liens
and encumbrances will attach to the proceeds of the corresponding
sale.
From the proceeds of each sale, the Debtors will pay, in descending
order, the following:
a. The Debtors' share of the unpaid real estate taxes and
assessments attributable to the Real Estate for fiscal year 2018
prorated to the date of closing;
b. The Debtors' one-half share of the closing expenses for
title insurance, recording fees and other related fees;
c. Attorney's fees and expenses for legal work performed by
the Debtors' counsel related to the sales;
d. The outstanding balance on liens and encumbrances of record
in descending order, ordered first to last by date of filing with
respect to each property; and
e. The remaining balance, if any, to the class of general
unsecured creditors in the Debtors' Chapter 11 case for
distribution on a pro rata basis.
Finally, the Debtors ask the Court to cancel the 14-day stay set
forth at Fed. R. Bankr. P. 6004(h).
A hearing on any objection will be scheduled for Jan. 10, 2018 at
10:30 a.m. The Debtors may nonetheless ask the Court to hear such
objection(s) on an expedited basis prior to the Dec. 31, 2018
deadline set forth in the Debtors' Second Amended Chapter 11 Plan.
Objections to the intended auction and sale of the Real Estate,
allowance and payment of the expenses of sale and/or distribution
of the sale proceeds will be made no later than Dec. 12, 2018.
Ronald A. Goodwin and Michelle L. Goodwin sought Chapter 11
protection (Bankr. D. Kan. Case No. 16-12205) on Nov. 8, 2017. The
Debtors tapped Mark J. Lazzo, Esq., as counsel.
SCHULDNER LLC: Hires Lamey Law Firm, P.A. as Counsel
----------------------------------------------------
Schuldner, LLC, seeks authority from the United States Bankruptcy
Court for the District of Minnesota (Minneapolis) to hire Lamey Law
Firm, P.A., as its counsel in this chapter 11 matter to assist the
Debtor in carrying out its duties under the Bankruptcy Code.
John D. Lamey III, attorney with the law firm of Lamey Law Firm,
P.A., attests that his firm does not hold conflicts with regard to
any of the creditors or other interested parties.
Hourly rates charged by Lamey are:
John D. Lamey III $335
Associate Attorneys $250
Law Clerks $150
Paralegals $130
Lamey Law received a $5,000 retainer payment from the principal of
the Debtor for pre-filing services and the court filing fee.
The counsel can be reached at:
John D. Lamey, III, Esq.
LAMEY LAW FIRM, P.A.
980 Inwood Ave N
Oakdale, MN 55128
Tel: 651-209-3550
E-mail: bankrupt@lameylaw.com
jlamey@lameylaw.com
About Schuldner, LLC
Schuldner, LLC, is a privately held company engaged in activities
related to real estate. Schuldner owns 15 single-family rental
homes in Duluth, Minnesota, having a total appraised value of $1.8
million.
Schuldner, LLC. filed for relief under Chapter 11 of Title 11 of
the United States Code (Bankr. D. Minn. Case No. 18-43739) on Nov.
30, 2018. In the petition signed by Carl L. Green, president, the
Debtor disclosed $1,806,000 in assets and $1,035,000 in debt. The
Hon. Katherine A. Constantine is the case judge. John D. Lamey,
III, Esq., at Lamey Law Firm, P.A., is the Debtor's counsel.
SEARS HOMETOWN: Warns of Going Concern Doubt on Ex-Parent's Ch.11
-----------------------------------------------------------------
Sears Hometown and Outlet Stores, Inc., which was spun off from
now-bankrupt Sears Holdings Corporation in October 2012, has warned
that "substantial doubt" exists as to its ability to continue as a
going concern, citing uncertainty of the effect on its businesses
and financial performance that could occur if Sears Holdings were
to cease performing critical services for the Company.
"If Sears Holdings were to cease performing under any of the
SHO-Sears Holdings Agreements, as a result of the rejection in the
Sears Holdings Bankruptcy Proceedings or otherwise, the Company
could lose access to services performed by Sears Holdings
(including merchandise supply services) and rights granted to the
Company under the SHO-Sears Holdings Agreements that are critical
to the operation of the Company's businesses," Sears Hometown
explained in a regulatory filing with the Securities and Exchange
Commission.
"In such a situation, there could be a significant risk (1) to the
Company's ability to conduct its businesses in the ordinary course
(especially the Hometown businesses, given their dependence on
purchasing KENMORE(R) and CRAFTSMAN(R) branded merchandise and
other merchandise from Sears Holdings under the SHO-Sears Holdings
Agreements), and (2) that the Company's results of operations,
financial condition, liquidity, and cash flows could be materially
and adversely affected.
"A termination of the SHO-Sears Holdings Agreements could require
the Company to, among other things, find different service and
product providers. Even if the Company were able to find
replacement products and services, these products and services
might not be of the same type or quality as those which are
currently provided by Sears Holdings, and the Company's access to
Kenmore and Craftsman branded merchandise could become
significantly more expensive or cease altogether. If the Company
were forced to enter into new agreements for replacement products
and services, the new agreements could include terms and conditions
that were less favorable to the Company than the terms and
conditions of the SHO-Sears Holdings Agreements, including products
and services that are lower in quality and value and more
expensive."
On October 15, 2018 and thereafter Sears Holdings and many of its
subsidiaries filed voluntary petitions in the United States
Bankruptcy Court for the Southern District of New York seeking
relief under Chapter 11 of the Bankruptcy Code. Sears Hometown,
which is not a subsidiary of Sears Holdings, is not included in the
bankruptcy petitions.
Sears Hometown has significant business relationships with Sears
Holdings and its affiliates that are Chapter 11 debtors through
various agreements among the Company, Sears Holdings and, in some
circumstances, subsidiaries of Sears Holdings. Sears Hometown
notes that debtors in Chapter 11 cases, like the Sears Holdings
Debtors, have the right, subject to bankruptcy court approval, to
reject contracts that are deemed to be "executory contracts" within
the meaning of the Bankruptcy Code. Generally, the effect of
rejection of an executory contract is that the debtor is relieved
of its future performance obligations and any damages resulting
from the rejection would be treated as prepetition unsecured
claims. Some or all of the SHO-Sears Holdings Agreements may
constitute executory contracts that could be subject to rejection
in the Chapter 11 cases of the Sears Holdings Debtors.
None of the Sears Holdings Debtors has disclosed whether it will
seek to reject the SHO-Sears Holdings Agreements. Sears Holdings
has announced that it is seeking in the Sears Holdings Bankruptcy
Proceedings to liquidate its assets through the sale of several
hundred stores, together with other assets, on a going concern
basis, and that it is seeking bids with the goal of completing a
going concern sale in January 2019.
The Official Committee of Unsecured Creditors appointed in the
Sears Holdings Bankruptcy Proceedings objected to the entry of an
order to approve bidding procedures for a going concern sale on the
basis that the Sears Holdings UCC believes that the sale as a going
concern, in contrast to a complete asset liquidation, might not
maximize creditor recoveries. Sears Holdings has obtained
Bankruptcy Court approval for the bid procedures, which contemplate
going-concern and liquidation-basis bids.
Sears Hometown believes that if the Sears Holdings Debtors were to
liquidate on a basis other than as a going concern, there is an
increased likelihood that the Sears Holdings Debtors would seek to
reject some or all of the SHO-Sears Holdings Agreements.
Sears Hometown disclosed it has developed plans and alternatives
that are intended to mitigate many of the adverse consequences to
the Company if Sears Holdings were to cease performing critical
services (including merchandise supply services) for the Company.
These plans and alternatives include but are not limited to (1)
taking actions to reduce or eliminate dependence on Sears
Holdings's IT systems by completing the Company's IT transformation
project, (2) contracting with third-party logistics providers to
replace services currently provided by Sears Holdings, and (3)
using direct purchasing agreements that are in place with a
significant portion of the Company's merchandise vendors to provide
to the Company critical categories of merchandise currently
supplied by Sears Holdings.
Refinancing of Credit Facilities
Sears Hometown is party to an Amended and Restated Credit Agreement
with a syndicate of lenders, including Bank of America, N.A., as
administrative agent and collateral agent, which provides (subject
to availability under a borrowing base) for aggregate maximum
borrowings of $170 million. The Company is also a party to a Term
Loan Agreement with Gordon Brothers Finance Company, as agent, lead
arranger, and sole bookrunner, and Gordon Brothers Finance Company,
LLC, as lender.
The Senior ABL Facility will mature on the earliest of the
following dates: (1) February 29, 2020; (2) six months prior to the
expiration of specified "Separation Agreements" (which term is
defined in the Senior ABL Facility to include specified SHO-Sears
Holdings Agreements) unless the Separation Agreements are extended
to a date later than February 29, 2020 or are terminated on a basis
reasonably satisfactory to the Senior ABL lenders; and (3)
acceleration of the maturity date following an event of default in
accordance with the Senior ABL Facility.
The Term Loan will mature on the earliest of (1) the maturity date
specified in the Senior ABL Facility, (2) February 16, 2023, and
(3) acceleration of the maturity date following an event of default
in accordance with the Term Loan Agreement.
The Senior ABL Facility and the Term Loan Agreement each provides
that the rejection by Sears Holdings of "the Separation Agreements"
is an event of default thereunder, which could result in all
amounts outstanding to become immediately due and payable.
Sears Hometown has proposed to Sears Holdings that the duration of
the Separation Agreements that expire on February 1, 2020 be
extended, which proposal Sears Holdings has not yet accepted. The
Company believes that the Senior ABL Facility lenders, with respect
to the Senior ABL Facility, and the Term Loan lenders, with respect
to the Term Loan, could assert that the Senior ABL Facility and the
Term Loan would mature on August 1, 2019. The Company will seek to
refinance the Senior ABL Facility and Term Loan prior to August 1,
2019, which efforts the Company believes will be augmented by the
Company's improved adjusted EBITDA performance over the last 18
months as well as the value of the Company's inventory and other
assets that would be available as collateral to lenders. The
Company has had initial discussions with the administrative agent
for the Senior ABL Facility about its extension or refinancing, and
the Company expects to continue such discussions and to engage in
discussions with the Term Loan lender, with a goal of completing a
replacement credit facility or facilities for the Senior ABL
Facility and the Term Loan during the first quarter of fiscal
2019.
"While we believe that we will be able to refinance the Senior ABL
Facility and the Term Loan, and that the refinancing would satisfy
our liquidity needs through the end of our 2019 fiscal year, such
refinancing has not occurred and cannot be considered "probable"
(as defined by the Accounting Evaluation Requirements) as of the
date of inclusion of these financial statements in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended November
3, 2018," Sears Hometown said. "The Company will continue to seek
to refinance the Senior ABL Facility and the Term Loan. Because we
cannot at this time conclude that any proposed refinancing is
"probable" of occurring under the Accounting Evaluation
Requirements, and due to the uncertainty of the effect on our
businesses (especially with respect to our Hometown businesses) and
financial performance that could occur if Sears Holdings were to
cease performing critical services for the Company, "substantial
doubt" (as defined by the Accounting Evaluation Requirements) is
deemed to exist about our ability to continue as a going concern."
3rd Quarter Results
Sears Hometown reported a net loss of $4.5 million for the 13 weeks
ended Nov. 3, 2018, down from the net loss of $10.9 million for the
13-week period ended Oct. 28 last year. At Nov. 3, the Company had
$392.9 million in total assets against $242.6 million in total
liabilities.
About Sears Hometown
Sears Hometown and Outlet Stores, Inc. is a national retailer
primarily focused on selling home appliances, lawn and garden
equipment, and tools. As of Nov. 3, 2018, the Company or its
dealers and franchisees operated a total of 761 stores across 49
states, Puerto Rico, and Bermuda. The Company's common stock
trades on the NASDAQ Stock Market under the trading symbol "SHOS."
The Company separated from Sears Holdings Corporation in October
2012. Sears Holdings does not own any shares of the Company's
common stock. The Company has specified rights to use the "Sears"
name under a license agreement from Sears Holdings.
SENIOR CARE: Sabra Has Deal to Sell Facilities for $385M
--------------------------------------------------------
Sabra Health Care REIT, Inc., in a Dec. 6, 2018 statement, said
that it is selling its 36 Skilled Nursing facilities and two Senior
Housing communities that are currently operated by Senior Care
Centers.
On Dec. 5, 2018, Sabra entered into a purchase and sale agreement
to sell the Senior Care Centers Facilities for an aggregate
purchase price of $385.0 million, all of which is payable in cash
by the purchaser at closing. It expects to complete the sale of
the Senior Care Centers Facilities in early 2019, though there can
be no assurances that the sale will be consummated on the foregoing
terms or timing or at all.
"During the three months ended September 30, 2018, we issued to
Senior Care Centers notices of default and lease termination due to
non-payment of rent under the terms of the related master leases
for the Senior Care Centers Facilities. As a result, deposits were
fully exhausted to pay contractual rents and Senior Care Centers is
currently operating the Senior Care Centers Facilities on a
month-to-month basis."
Commenting on these developments, Rick Matros, CEO and Chairman,
said, "We are pleased with the progress we have made on our planned
disposition of the Senior Care Centers Facilities. The purchase
price of $385.0 million is slightly higher than the $377.5 million
upfront portion of the purchase price previously announced. We
determined it was in our best interest to forego a potential
earn-out opportunity that may or may not be realized at some future
date and instead receive more cash up front. We do not expect
Senior Care Centers' bankruptcy filing to have a substantive impact
on our disposition of the Senior Care Centers Facilities."
About Sabra
Sabra Health Care REIT, Inc. a Maryland corporation, operates as a
self-administered, self-managed real estate investment trust (a
"REIT") that, through its subsidiaries, owns and invests in real
estate serving the healthcare industry. Sabra leases properties to
tenants and operators throughout the United States and Canada.
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped POLSINELLI PC as bankruptcy counsel; HUNTON
ANDREWS KURTH LLP as conflicts counsel; SITRICK AND COMPANY as
communications consultant; and OMNI MANAGEMENT GROUP, INC. as
claims agent.
SHARING ECONOMY: Reports Sales of Unregistered Securities
---------------------------------------------------------
Sharing Economy International Inc. has filed a Form 8-K with the
Securities and Exchange Commission attaching an exhibit setting
forth all of the sales of the Company's securities not registered
under the Securities Act of 1933, as amended from Sept. 30, 2017 to
date. The Shares were issued in consideration for, among other
things, human resource services, consulting services, marketing and
advertising services, investor relations advisory services,
business development, financial advisory services, accounting
services, director bonuses, staff bonuses, software development
services, and IT support services. As at Nov. 13, 2018, the
Company had 7,537,925 shares of common stock issued and
outstanding. The full-text copy of the Exhibit is available at no
charge at https://is.gd/IfCIJp
About Sharing Economy
Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- through its
affiliated companies, designs, manufactures and distributes a line
of proprietary high and low temperature dyeing and finishing
machinery to the textile industry. The Company's latest business
initiatives are focused on targeting the technology and global
sharing economy markets, by developing online platforms and rental
business partnerships that will drive the global development of
sharing through economical rental business models.
Throughout 2017, the Company made significant changes in the
overall direction of the Company. Given the headwinds affecting
its manufacturing business, the Company is targeting high growth
opportunities and has established new business divisions to focus
on the development of sharing economy platforms and related rental
businesses within the company. These initiatives are still in an
early stage. The Company did not generate significant revenues
from its sharing economy business initiatives in 2017.
RBSM LLP's audit opinion included in the company's Annual Report on
Form 10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph stating that the Company had a loss from
continuing operations for the year ended Dec. 31, 2017 and expects
continuing future losses, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RBSM has served as the Company's auditor since 2012.
Sharing Economy incurred a net loss of $12.92 million in 2017 and a
net loss of $11.67 million in 2016. As of Sept. 30, 2018, the
Company had $59.80 million in total assets, $9.46 million in total
liabilities and $50.33 million in total equity.
SLIGO PARKWAY: Discloses Firestone Property as Principal Asset
--------------------------------------------------------------
Sligo Parkway LLC filed with the U.S. Bankruptcy Court for the
District of Maryland at Greenbelt a third amended disclosure
statement dated November 25, 2018, explaining its Chapter 11 plan.
The Third Amended Disclosure Statement provides that the principal
asset and the only real property in which the Debtor holds an
interest in is the Firestone Property.
Under the Plan, Class 3 consists of the Allowed Secured Claim of
Deutsche Bank National Trust Company as Indenture Trustee for
American Home Investment Trust 2006-3, Mortgaged-Backed Notes,
Series 2006-3. For purposes of the payment of the Plan, it is
assumed that the amount owed could be that in the Claim of Class 3
filed by to Deutsche Bank, viz., $1,490,940.50, if allowed by the
Court.
The Plan provides, that this Claim will be paid as follows: 1)
current payments at the rate comparable to 4.4% per annum on the
amount of $808,000, being $35,552 per year, payable $2,962.67 per
month, for 10 years and with Deutsche Bank to retain its lien in
the amount of $808,000, subject to approval of the Court; 2) the
Claim will balloon and be fully due and payable on the 10th
anniversary of the Effective Date, at which time the balance of
$808,000, will be due and payable.
The balance of any claims of Deutsche Bank, as approved by the
Court, will be reduced to $10,800, payable $300 per month for 36
months, beginning 30 days after the Effective Date of the Plan and
become a separate class of General Creditors.
For Class 4, the Debtor listed a disputed secured claim in its
schedules in favor of PNC Bank in the amount of $123,750. This was
a second trust by American Brokers Conduit which was sold to
another bank which was acquired by PNC Bank. In as much as the
Class 4 Claim was scheduled and disputed and no proof of claim was
timely filed, the Class 4 Claim will be disallowed and eliminated,
as permitted by the Court. A new current address for this class
has been listed in the Chapter 11 case.
For Class 5, the Debtor listed a disputed secured claim in its
schedules in favor of Wells Fargo Bank. This was a judgment
against Norma L. Woody in the amount of $2,773. In as much as the
Class 5 Claim was scheduled and disputed and no proof of claim was
timely filed, the Class 5 Claim will be disallowed and eliminated,
as permitted by the Court.
Class 6 includes all Allowed Small General Unsecured Claims. There
are four Claims in this class amounting to $2,631. Class 6 Allowed
General Unsecured Claims will be paid 90% of their claims, in cash,
within 30 days of Plan confirmation.
Class 7 includes the allowed Unsecured General Claims of Deutsche
Bank which, with Court approval, shall be reduced to $10,800 and be
payable $300 per month for 36 months beginning 30 days after the
Effective Date of the Plan.
The Debtor???s owner, Edward Woody, has agreed to pay rent and/or
capital contributions to Sligo Parkway LLC in an amount equal to
the payments described above Classes 1 through 7.
Further, Mr. Woody will pay rent and/or capital contributions to
Sligo Parkway LLC to pay all property expenses; including
maintenance, repairs, taxes and insurance.
A full-text copy of the Third Amended Disclosure Statement is
available for free at:
http://bankrupt.com/misc/mdbke17-20745-0078.pdf
?? About Sligo Parkway
Sligo Parkway listed its business as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).????It owns a fee simple
interest in a property located at 415 Firestone Drive Silver
Spring, Maryland 20906, valued at $842,204.????The Debtor
previously sought bankruptcy protection on July 9, 2015 (Bankr. D.
Md. Case No. 15-19754).
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 17-20745) Aug. 9, 2017, listing $842,229 in total
assets and $1.12 million in total liabilities.????The petition was
signed by Edward Woody, managing member.
Judge Thomas J. Catliota presides over the case.
Richard S. Basile, Esq., at Richard Basile, Esq., serves as the
Debtor's bankruptcy counsel.
SOURCINGPARTNER INC: Jan. 8 Plan Confirmation Hearing
-----------------------------------------------------
The Bankruptcy Court has approved the Disclosure Statement
explaining Sourcingpartner, Inc.'s Chapter 11 exit plan.
January 4, 2019 at 5:00 p.m. Central Standard Time is fixed as the
last day for filing written acceptances or rejections of the Plan
referred to above.
January 8, 2019 at 9:30 a.m. Central Standard Time, is fixed for
the hearing on confirmation of the Plan.
December 31, 2018 is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
Under the proposed reorganization plan, creditors holding Class 5
general unsecured claims will receive a quarterly cash payment
over
four years. The initial quarterly payment will be made on the
effective date.
Each creditor will get a pro rata share of the amount available in
the "unsecured claim distribution fund" for each quarter. Each
quarterly unsecured claim distribution fund will equal one-fourth
of the amount to be paid each year under the plan. The amounts to
be paid are as follows: $20,000 for 2019; $50,000 for 2020;
$60,000
for 2021; and $70,000 for 2022. Sourcingpartner estimates that
these distributions will pay a total dividend of approximately
4.5%
of the Class 5 claims (as of September 30, 2018) over four years
before any adjustment in the overall claims amount based on claims
objections and negotiations between the company and certain
general
unsecured creditors.
The estimated amount of Class 5 claims is $4,398,891.68 (before
adjustments, if any) including the unsecured claim of First United
Bank under a settlement agreement and any reductions for Class 6
claims. Sourcingpartner believes that ultimately creditors
holding
allowed Class 5 claims will receive closer to a dividend of 6% or
perhaps greater after conclusion of the claims objection process
and negotiations with various creditors.
Class 5 is impaired and, therefore, holders of Class 5 claims are
entitled to vote on the plan.
Meanwhile, creditors that hold an allowed general unsecured claim
in the amount of $1,000 or less, or that hold more than $1,000 in
allowed general unsecured claim but have agreed to reduce the
amount to $1,000 are classified in Class 6.
Each Class 6 creditor will be paid 20% of its claim on or before
the effective date of the plan. The total amount based on
Sourcingpartner's schedules and filed claims as of Sept. 30, 2018
is $6,767.49. The company cannot estimate the amount, if any, of
additional general unsecured creditors that may vote to reduce
their claims to $1,000 and participate in Class 6.
Class 6 is impaired and, therefore, Class 6 creditors are entitled
to vote on the plan.
Sourcingpartner will continue to operate its business. The
company's management believes that its continued operations and
the
revolving line of credit from First United will provide, over a 48
month period, the cash flow necessary to pay all pre-bankruptcy
creditors, according to the company's disclosure statement filed
on
Oct. 11.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/txeb17-42777-83.pdf
About Sourcingpartner Inc.
Sourcingpartner, Inc., based in McKinney, Texas, is in the
stationery and office supplies industry. It is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
Sourcingpartner sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42777) on Dec. 17,
2017. In the petition signed by CEO Philip J. Leckinger, the
Debtor estimated assets of less than $500,000 and liabilities of
$1
million to $10 million. Judge Brenda T. Rhoades presides over the
case. The Harvey Law Firm, P.C., is the Debtor's legal counsel.
STAND-UP MULTI-POSITIONAL: Taps Steven M. Hauck as Accountant
-------------------------------------------------------------
Stand Up Mid-America MRI, P.A., and Stand Up Multi-Positional
Advantage MRI, P.A., seek approval from the U.S. Bankruptcy Court
for the District of Minnesota to hire an accountant.
The Debtors propose to employ Steven Hauck and his firm Steven M.
Hauck, LTD., to assist them in filing tax returns and maintaining
their financial records.
The firm will be paid a monthly flat fee of $1,100, plus costs.
Mr. Hauck disclosed in a court filing that he and his firm neither
hold nor represents any interest adverse to the interest of the
Debtors.
The firm can be reached through:
Steven M. Hauck
Steven M. Hauck, LTD.
199 Coon Rapids Blvd. NW
Minneapolis, MN 55433
Phone: (763) 786-1301
About Stand-Up
Stand-Up Multi-Positional Advantage MRI, P.A. (SUMA MRI) --
https://www.sumamri.com/ -- specializes in open MRI where patients
can be standing, leaning, bending and even laying down; not to
mention several other positions as well. SUMA MRI is an accredited
facility by the American College of Radiology.
SUMA MRI (Bankr. D. Minn. Case No. 18-32239) and its affiliate
Stand Up Mid-America MRI, P.A. (Bankr. D. Minn. Case No. 18-42286)
filed voluntary Chapter 11 petitions on July 16, 2018. The cases
are jointly administered under Case No. 18-42286.
John D. Lamey, III, Esq., at Lamey Law Firm, P.A., in Oakdale,
Minnesota, serves as the Debtors' counsel. The Debtors hired
Foster Brever Wehrly, PLLC, and Thomas E. Brever as special
litigation counsel for the purpose of litigation of tax amounts
due, or not due, to the Minnesota Department of Revenue, and
pursuing any tax refund claims.
STEPHENSON FAMILY: Proposed Halderman Auction of Farm Land Approved
-------------------------------------------------------------------
Judge James M. Carr of the U.S. Bankruptcy Court for the Southern
District of Indiana authorized Stephenson Family Farms, Inc.'s
auction sale of farm land.
The legal description of the farm land attached to the Order is
available for free at:
http://bankrupt.com/misc/Stephenson_Family_64_Order.pdf
The auction to be conducted will be a "multi parcel auction"
whereby parcels, or groups of parcels will first be separately
auctioned. Once bids are received at the Parcels Auction then the
all the Farm Land will be offered for sale as a whole. The Debtors
will accept the amount from the Parcels Auction or the Whole
Auction, whichever brings the highest dollar amount. First
Financial will agree with the Debtor and the Auctioneer as to the
grouping of the parcels for the auction.
First Financial is entitled to credit bid at the auction in the
amount that it is due. First Financial may credit bid for Farm
Land at the Parcels Auction, the Whole Auction, or both.
The Farm Land is to be sold "as-is," with no express or implied
warranty; and free and clear of all liens, claims, interests and
encumbrances, with the liens, claims, interests and encumbrances
attaching to the proceeds.
Halderman Real Estate Services, Inc. will have the right to sell
the Farm Land from the date of the Order through the auction,
subject to the Court also granting the application to employ the
Auctioneer.
The Debtor is granted authority to sign DIP deeds, purchase
agreements, vendor's affidavits, Indiana Sales Disclosure Forms,
and similar documents in reference to any sale and closing in order
to transfer title.
The Debtor will pay First Financial at any closing(s) without the
need for further Court hearing or Order.
The provisions of the Order will become effective immediately.
About Stephenson Family Farms
Stephenson Family Farms, Inc., is a privately held company in
Fortville, Indiana involved in farming business. The Company owns
seven properties in Greenfield, Indiana with an aggregate appraised
valued of $1.73 million.
Stephenson Family Farms filed its petition for relief under Title
11, Chapter 11 of the United States Code (Bankr. S.D. Ind. Case No.
18-07695) on Oct. 8, 2018. In the petition signed by Todd
Stephenson, president, the Debtor disclosed $1,731,229 in asset
and
$6,983,107 in liabilities. John Joseph Allman, Esq. and Jeffrey M.
Hester, Esq., at Hester Baker Krebs LLC, represent the Debtor.
SWAN TRANSPORTATION: R. Smith, et al., Suit vs Trustees Tossed
--------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted the
Defendants/Trustees' motion to dismiss the case captioned RICHARD
SMITH, MARK LITTLE, AND LARRY GARRETT, Plaintiffs, v. W.D. HILTON,
JR., TRUST SERVICES, INC., JAMES A. HUGUENARD, AND RANDALL D.
GROOMS, JR., Defendants, Adv. Proc. No. 17-50053 (BLS) (Bankr. D.
Del.). The Plaintiffs' motion to dismiss is denied.
The Trustees argued that the case should be dismissed with
prejudice under Rule 12(b)(6) for a variety of reasons. First, the
Trustees argued that the Complaint should be dismissed because it
was filed in violation of the Bartondoctrine. Next, the Trustees
asserted that, since only Mr. Little has an injury claim recognized
by the Trust, the other two Plaintiffs lack standing to sue.
Finally, the Trustees contend that the Plaintiffs' suit is barred
by the doctrine of res judicata: the Trustees contend that the time
to challenge their appointment and the structure of the Trust was
at confirmation in 2003.
The Plaintiffs responded that the Barton doctrine is inapplicable
here, contending that the trustee of an asbestos trust is not the
type of "trustee" protected by the Barton doctrine. Plaintiffs
further argued that res judicata cannot preclude their claims
arising from the alleged conduct of the Trustees in the years
following their appointment. In their Motion to Dismiss, the
Plaintiffs asserted that the Court lacks subject matter
jurisdiction and that the case should be remanded to the Texas
State Court. Alternatively, the Plaintiffs argued that this Court
must refrain from hearing this dispute under the principles of
mandatory abstention.
The Court finds that Barton applies to protect the Trustees. In so
ruling, the Court notes this finding will contribute to the
"consistent and equitable" administration of the Trust. By filing
their litigation in a state court, the Plaintiffs sought to affect
the administration and distribution of the bankruptcy estate
without the involvement of this Court, risking the impermissible
diminution of trust assets available to other claimholders. This is
the precise scenario that the Barton doctrine is designed to
prevent. Allowing lawsuits to proceed against litigation trustees
in other courts may well lead to trust assets being drained to pay
off particular claimants, resulting in an inconsistent and
inequitable result for those plaintiffs whose interests the
litigation trust was created to protect. The Barton doctrine
applies to the Plaintiffs' Complaint, and Plaintiffs were required
to obtain permission from this Court before bringing suit against
the Defendant in state court.
Upon due consideration, the Court determines that the proper course
of action is to dismiss the Plaintiffs' complaint without
prejudice, because the Plaintiffs failed to seek leave of the Court
before filing the instant lawsuit. As the Court with exclusive
jurisdiction over this matter, the Court is empowered to prevent
suits from being brought against the Trustees or allow such suits
to go forward. It follows that the Court may either dismiss an
unauthorized complaint against the Trustees with prejudice or
determine that such a claim may be brought -- if authorized.
The Complaint is dismissed without prejudice, with 30 days to file
an amended complaint.5 The Complaint may be re-commenced in this
Court as to Plaintiff Mark Little. Plaintiffs Richard Smith and
Larry Garrett presently lack standing in this Court. The Trustees'
Motion to Dismiss is granted. The Trustees' Motion to Strike is
dismissed as moot. The Plaintiffs' Motion to Dismiss is denied.
A copy of the Court's Opinion dated Nov. 16, 2018 is available at
https://bit.ly/2C0bBcC from Leagle.com.
Richard Smith, Mark Little & Larry Garrett, Plaintiffs, represented
by Todd Hoeffner, HOEFFNER LAW & Eric Michael Sutty --
ems@elliottgreenleaf.com -- Elliott Greenleaf.
W.D. Hilton, Jr., James A. Huguenard & Randall D. Jr. Grooms,
Defendants, represented by Stephen Loden --
sloden@diamondmccarthy.com -- Diamond McCarthy LLP, Kevin J. Mangan
-- kevin.mangan@wbd-us.com -- Womble Bond Dickinson (US) LLP & Mark
K. Sales -- msales@diamondmccarthy.com -- Diamond McCarthy LLP.
Trust Services, Inc., Defendant, represented by Derek C. Abbott,
Morris, Nichols, Arsht & Tunnell.
About Swan Transportation
Swan Transportation Company filed for chapter 11 protection on Dec.
20, 2001 (Bankr. D. Del. Case No. 01-11690. Tobey Marie Daluz,
Esq., Kurt F. Gwynne, Esq. at Reed Smith LLP, and Samuel M.
Stricklin, Esq. at Neligan, Tarpley, Stricklin, Andrews & Folley,
LLP, and Kelly Gordon, Esq., Tobey M. Daluz, Esq., at Ballard Spahr
Andrews & Ingersoll, LLP represent the Debtor. When the Company
filed for protection from its creditors, it listed assets and debts
of over $100 million. On May 30, 2003, the Bankruptcy Court
confirmed the Debtor's Plan of Reorganization and that Plan became
effective on July 21, 2003.
TAG MOBILE: Trustee Hires Forshey & Prostok as Counsel
------------------------------------------------------
Robert Yaquinto, Jr., the Chapter 11 Trustee of TAG Mobile, LLC,
seeks authority from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Forshey & Prostok, LLP, as counsel to
the Trustee.
The Trustee requires Forshey & Prostok to:
a. advise the Trustee with respect to his powers and duties;
b. advise and consult on all matters related to the Chapter 11
case, including all legal and administrative requirements
of operating in Chapter 11;
c. attend meetings and negotiate with the Committee, creditors
and their representatives, and other parties-in-interest;
d. take all necessary actions to protect and preserve the
estate, including to prosecute actions on the Trustee's
behalf, defend any action commenced against the Debtor, the
estate, or the Trustee, and represent the Trustee in
negotiations concerning litigation in which the Debtor is
involved, including avoidance actions or objections to
claims filed against the Debtor's estate;
e. represent the Trustee in connection with any necessary
motion filed with the Bankruptcy Court;
f. advise the Trustee in connection with any potential sale of
any of the Debtor's assets;
g. appear before the bankruptcy court and any other courts to
represent the Trustee or the estate;
h. take any necessary actions on the Trustee's behalf to
negotiate, prepare and obtain approval of a disclosure
statement and confirmation of a Chapter 11 plan and all
related documents;
i. prepare employment and fee applications as necessary;
j. prepare, institute, and prosecute any examinations under
the Bankruptcy Code;
k. advise and represent the Trustee in the identification and
secure, any property of the estate; and
l. perform all other legal services for and on the Trustee's
behalf that may be necessary or appropriate in the
administration of the bankruptcy case and operation of the
Debtor's business.
Forshey & Prostok will be paid at these hourly rates:
Partners $425 to $625
Paralegals $175 to $225
Forshey & Prostok will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Laurie Dahl Rea, partner of Forshey & Prostok, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their/its
estates.
Forshey & Prostok can be reached at:
Laurie Dahl Rea, Esq.
FORSHEY & PROSTOK LLP
777 Main St., Suite 1290
Fort Worth, TX 76102
Tel: (817) 877-8855
Fax: (817) 877-4151
E-mail: lreal@@forsheyprostok.com
About TAG Mobile
Founded in 2010, Tag Mobile, LLC's line of business includes
providing two-way radiotelephone communication services such as
cellular telephone services.
On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern
District of Texas issued an order converting Tag Mobile's case from
Chapter 7 to Chapter 11 (Bankr. N.D. Tex. Case No. 17-33791).
Judge Stacey G. Jernigan presides over the case.
The Debtor hired Eric A. Liepins, P.C. as its bankruptcy counsel,
and The Gibson Law Group as its special counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 11, 2018. The committee tapped Nicoud
Law as its legal counsel.
SSB Trading, Inc., filed a motion to convert the case to a Chapter
7 liquidation or appoint a Chapter 11 trustee. The bankruptcy
judge in October 2018 ordered the appointment of a Chapter 11
trustee.
TEMPEST GROUP: Jan. 3 Disclosure Statement Hearing
--------------------------------------------------
The hearing to consider the approval of the Disclosure Statement
explaining Tempest Group, LLC's amended Chapter 11 Plan will be
held on January 3, 2019 at 1:30 P.M., in Courtroom B, 54th Floor
U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219.
December 27, 2018 is the last day for filing and serving Objections
to the Disclosure Statement. Filed Objections and Requests shall be
heard at the time of the hearing on approval of the Disclosure
Statement.
The Debtor has filed a further amended disclosure statement
explaining its amended plan to, among other things, disclose that
the secured claim has been reduced to the value of the collateral
at $135,000 by the consent of the parties and reducing the
estimated amount of general unsecured claims to $40,724 from
$1,052,388.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/pawb18-1624204CMB-149.pdf
About Tempest Group
Tempest Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24204) on November
10,
2016. In the petition signed by Joann Jenkins, manager, the
Debtor estimated assets and liabilities of less than $1 million.
Judge Carlota M. Bohm presides over the case. The Debtor hired
Calaiaro Valencik as its legal counsel.
No official committee of unsecured creditors has been appointed.
THOMAS D. WATSON, IV: $1.35M Sale of Dallas Property to Boyd Okayed
-------------------------------------------------------------------
Judge Stacy G.C. Jennings the U.S. Bankruptcy Court for the
Northern District of Texas authorized Thomas D. Watson, IV and
Tracey Lynn Payton Watson to sell the real property located at 6510
Turner Way, Dallas, Texas to Raymond M. Boyd for $1.35 million.
The sale is free and clear of all liens, claims and encumbrances,
with all such liens, claims and encumbrances to attach to the
proceeds of sale.
The lien of Ocwen, and/or its assigns or successors in interest,
will attach to the sales proceeds of the property. The sale
proceeds will be distributed to pay the outstanding balance on the
loan owed to Ocwen, and/or its assigns or successors in interest,
as of the date of closing.
If there are not sufficient funds to pay the indebtedness in full
of Ocwen, and/or its assigns or successors in interest, then the
sale will not close unless Ocwen, and/or its assigns or successors
in interest will provide written approval to accept a lesser sum
than the total pay off on the loan.
The closing agent is ordered to pay the full claim of Ocwen, and/or
its assigns or successors in interest, directly before any funds
are paid to the Debtor(s), trustee, or any other party not having
priority over the lien of Ocwen, and/or its successors in
interest.
The order granting the Debtors' Motion is subject to consummation
of the sale within 90 days of the date the order is entered by the
Court. If the sale does not close within that time, the Court's
authorization expires.
The closing agent is ordered to pay the amount of $500 to Codilis &
Stawiarski, P.C., counsel for Ocwen, in payment of its reasonable
attorneys' fees for their services pursuant to the Note and Deed of
Trust securing the claim of Ocwen.
The 2018 ad valorem taxes will be paid in full at closing.
All the closing costs will be paid at closing, along with the
broker's fee called for by the Contract. The balance will be
retained by the Debtors in their DIP account pending further order
of the Court regarding distribution of such sale proceeds.
There will be no 14-day delay in the effectiveness of the Order of
Sale.
Thomas D. Watson, IV and Tracey Lynn Payton Watson sought Chapter
11 protection (Bankr. N.D. Tex. Case No. 18-30719-sgj) on March 5,
2018.
Attorneys for the Debtors:
Joyce W. Lindauer
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 7523c
Attorneys for Ocwen:
Joyce W. Lindauer
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
TRANSMONTAIGNE PARTNERS: Moody's Reviews Ba3 CFR for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of TransMontaigne
Partners L.P. under review for downgrade, including the Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating and
B2 rating on its senior unsecured notes. Moody's affirmed the
company's SGL-3 Speculative Grade Liquidity Rating. The action
follows the company's announcement that an affiliate of ArcLight
Energy Partners Fund VI, L.P. has reached an agreement to purchase
all the publicly held outstanding common units of TransMontaigne.
"The acquisition of TransMontaigne's outstanding units will be
predominately funded by a new $525 million term loan, which will
greatly increase the amount of debt to be serviced by
TransMontaigne's cash flow," stated James Wilkins, Moody's Vice
President -- Senior Analyst.
The following summarizes the ratings activity.
On Review for Downgrade:
Issuer: TransMontaigne Partners L.P.
Corporate Family Rating, Ba3, review for downgrade
Probability of Default Rating, Ba3-PD, review for downgrade
Senior unsecured notes due 2026, B2 (LGD5), review for downgrade
Ratings affirmed:
Speculative Grade Liquidity Rating, Affirmed at SGL-3
Outlook Actions:
Outlook, rating under review From Stable
RATINGS RATIONALE
Moody's will conclude the review following the closing of the
acquisition, which is currently anticipated to be completed in the
first quarter 2019. The transaction, which has been approved by the
Conflicts Committee of the board of directors of TransMontaigne GP,
L.L.C., the general partner of TransMontaigne, is subject to
approval by holders of common units of TransMontaigne representing
a majority of the outstanding common units. Moody's expects the CFR
and rating on the notes to be downgraded at least one notch at the
conclusion of the review, based on the announced terms of the
transaction.
Moody's expects the existing debt at TransMontaigne to remain
outstanding and the acquisition financing debt at a holding company
above TransMontaigne will not be guaranteed by TransMontaigne and
will be structurally subordinated to the existing TransMontaigne
debt. The $525 million of transaction financing debt will increase
the debt serviced by TransMontaigne's cash flows to $1.13 billion,
about 7.5x the partnership's EBITDA, compared to TransMontaigne's
actual leverage ratio of 4.6x as of September 30, 2018 (without
considering pro forma adjustments for recent acquisitions and major
capital projects). The interest coverage and distribution coverage
metrics will also deteriorate with the added debt, even with an
expected modest increase in EBITDA generation in 2019 from new
projects.
The senior unsecured notes are rated two notches below the CFR,
consistent with Moody's loss-given-default rating methodology,
reflecting the priority claim of the secured revolving credit
facility borrowings. The revolver borrowings are secured by a first
priority security interest in the majority of the company's assets.
TransMontaigne's SGL-3 Speculative Grade Liquidity rating reflects
Moody's expectations that the company will have adequate liquidity
supported by positive cash flow from operations and unused
borrowing capacity under its $850 million revolving credit facility
due in March 2022. The company keeps minimal cash balances ($4
million as of September 30, 2018). TransMontaigne had approximately
$558 million of revolver availability as of September 30, 2018,
after accounting for $850 million of commitments, borrowings of
$291 million and letters of credit (less than $1 million). The
company's legacy business has generally had little variation in
working capital levels on a seasonal basis. The credit facility has
three financial maintenance covenants: (1) a maximum total leverage
ratio of 5.25x; (2) a senior secured leverage ratio of 3.75x; and
(3) a minimum interest coverage ratio of 2.75x, all of which the
company should remain in compliance with. The company has no
near-term debt maturities.
Following the completion of the acquisition, Moody's expects the
rating outlook to be stable based on the expectation that earnings
will improve modestly in 2019 and ongoing capital spending for
growth projects will not meaningfully impact leverage metrics.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
TransMontaigne, headquartered in Denver, Colorado, is a midstream
energy master limited partnership (MLP) with storage terminals and
product pipeline assets in multiple regions across the US,
including along the Gulf Coast, in the Midwest, in Houston and
Brownsville, Texas, along the Mississippi and Ohio Rivers, in the
Southeast and on the West Coast. TransMontaigne GP, the general
partner (GP), is an indirect, controlled subsidiary of ArcLight
Energy Partners Fund VI, LP.
TSC DORSEY RUN: Seeks to Hire David W. Cohen as Counsel
-------------------------------------------------------
TSC Dorsey Run Road-Jessup, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Maryland to employ the Law
Offices of David W. Cohen, as counsel to the Debtor.
TSC Dorsey Run requires David W. Cohen to:
-- prepare pleadings and reports required in the prosecution
of the bankruptcy case; and
-- negotiate with creditors, confer with the United States
Trustee, and engage in the general representation of the
Movant with respect to all matters arising pursuant to the
bankruptcy case.
David W. Cohen will be paid at the hourly rate of $275. David W.
Cohen will be paid a retainer in the amount of $6,000. It will also
be reimbursed for reasonable out-of-pocket expenses incurred.
David W. Cohen, partner of the Law Offices of David W. Cohen,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
David W. Cohen can be reached at:
David W. Cohen, Esq.
LAW OFFICES OF DAVID W. COHEN
1 N Charles St., Suite 350
Baltimore, MD 21201
Tel: (410) 837-6340
About TSC Dorsey Run Road-Jessup
TSC Dorsey Run Road - Jessup, LLC, is a privately held company
engaged in activities related to real estate. The Company is the
fee simple owner of a property located at 7869 Dorsey Run Road in
Jessup, Maryland having a current value of $2.45 million.
TSC Dorsey Run Road - Jessup, LLC, based in Columbia, MD, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 18-25597) on Nov. 28,
2018. The Hon. Michelle M. Harner presides over the case. The Law
Offices of David W. Cohen, led by founding partner David W. Cohen,
serves as bankruptcy counsel. In the petition signed by Bruce S.
Jaffe, manager, the Debtor disclosed $2,450,000 in assets and
$2,359,552 in liabilities.
UNITED CONSTRUCTION: Hires Richard R. Robles as Attorney
--------------------------------------------------------
United Construction Engineering, Inc., seeks authority from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ the Law Offices of Richard R. Robles, P.A., as attorney to
the Debtor.
United Construction requires Richard R. Robles to:
a. give advice to the Debtor with respect to its powers and
duties as a debtor-in-possession;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings and other legal documents necessary in the
administration of the bankruptcy case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Richard R. Robles will be paid based upon its normal and usual
hourly billing rates. The firm will be paid a retainer in the
amount of $10,000.
Richard R. Robles will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Nicholas G. Rossoletti, partner of the Law Offices of Richard R.
Robles, P.A., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Richard R. Robles can be reached at:
Nicholas G. Rossoletti, Esq.
LAW OFFICES OF RICHARD R. ROBLES, P.A.
905 Brickell Bay Drive
Miami, FL 33131
Tel: (305) 755-9200
E-mail: nrossoletti@roblespa.com
About United Construction Engineering
United Construction Engineering, Inc., filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 18-24015) on Nov. 9,
2018, estimating under $1 million in assets and liabilities. The
Law Offices of Richard R. Robles, P.A., led by senior attorney
Nicholas G. Rossoletti, serves as counsel to the Debtor.
US FINANCIAL: $40K Sale of Odenton Condo Unit 2C to Patrun Approved
-------------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized US Financial Capital, Inc.'s sale
of the condominium property known as 114 Mountain Road, Unit 2C,
Odenton, Maryland to Patrun Gerard Children's Trust for $40,000.
The sale is free and clear of liens, with liens attaching only to
the proceeds in the order of their priority.
The Debtor is authorized to pay closing expenses as described in
the Motion together with the Secured Claims of the Respondents, all
of which are to be paid at settlement.
The Debtor will file a copy of the Settlement sheet within 10 days
of the closing.
About US Financial Capital
US Financial Capital, Inc., is a privately-held company in
Columbia, Maryland, engaged in activities related to real estate.
It is the fee simple owner of 14 real estate properties having an
aggregate value of $1.38 million.
US Financial Capital sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27,
2018. In the petition signed by Ronald Talbert, chief operating
officer, the Debtor disclosed $1.38 million in assets and $13.92
million in liabilities. The Debtor hired the Law Office of David
W. Cohen as its legal counsel.
VILLAGE AT LAKERIDGE: $18M Sale of Reno Property Approved
---------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized The Village at Lakeridge, LLC's 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 FAE Holdings 497083R, LLC for $17.9 million.
A hearing on the Motion was held on Nov. 27, 2018 at 2:00 p.m.
The sale is free and clear of all liens and encumbrances, except
for items specifically identified by the Buyer on the preliminary
title report.
The proposed commission of 2.5% to Colliers is reasonable.
Upon close of escrow, the proceeds of sale will be distributed as
set forth in the Settlement Agreement approved by the Court,
specifically the following disbursements will be made in order of
priority:
A. All costs of sale, including all escrow fees and broker's
commission of 2.5% of the sales price to Colliers;
B. The sum of $50,000 to Alan R. Smith, Esq.;
C. The sum of $12.6 million to U.S. Bank;
D. Fifty percent (50%) of the proceeds of sale remaining after
payment of A, B and C, above to U.S. Bank;
E. The sum of $98,538.29 to Alan R. Smith, Esq., as the
balance of attorneys' fees owed pursuant to the Order Approving
First And Final Application By Attorney To Approve Compensation
(and after crediting the sum of $50,000 paid to Alan R. Smith, Esq.
out of cash collateral pursuant to the Settlement Agreement);
F. The sum of $200,000 to Second Creek, LLC;
G. Any unpaid secured claims, tax claims, or other
obligations, including U.S. Trustee quarterly fees, that must be
paid as a matter of law; and
H. The balance to MBP Equity Partners 1, LLC.
The stay period set forth in F.R.Bankr.P. 6004(h) is eliminated to
allow the sale to close within the six day time period set forth in
the approved Purchase and Sale Agreement.
A copy of the Sale Agreement attached to the Order is available for
free at:
http://bankrupt.com/misc/VILLAGE_AT_LAKERIDGE_552_Order.pdf
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 as of the bankruptcy filing. Judge
Bruce T. Beesley oversaw the case. The Law Offices of Alan R.
Smith, served as the Debtor's
counsel.
WAYPOINT LEASING: Selling to Macquarie for $650 Million
-------------------------------------------------------
Waypoint Leasing Holdings Ltd., the largest independent global
helicopter leasing company, on Dec. 8 disclosed that it and certain
subsidiaries have entered into an agreement to be purchased by
Macquarie Group for approximately $650 million. Macquarie
Rotorcraft Leasing will combine the Waypoint helicopter assets and
management platform with its own portfolio and employ the Waypoint
staff.
To facilitate the completion of its sale to Macquarie, Waypoint has
received commitments from a consortium of several of its existing
lenders for $45 million of debtor-in-possession ("DIP") financing.
The DIP financing will provide Waypoint with ample liquidity to
continue operating in the ordinary course during its Chapter 11
bankruptcy case.
"This is a momentous step forward in achieving our goal to
transform Waypoint," said
Hooman Yazhari, Chief Executive Officer of Waypoint. "With
Macquarie's strong balance sheet and incredible depth in aviation,
the integrated platform will be the most dynamic in the industry.
The expertise of our combined resources and human capital will give
us an unparalleled foundation to bring stability and a long-term
balance to a sector filled with uncertainty. We remain incredibly
grateful for the support of our stakeholders throughout our
transformation process, including our lenders, customers, OEMs and
MROs and, above all, our employees who have worked tirelessly. We
anticipate a speedy conclusion of the sale process, after which we
and Macquarie will reach new heights, poised to capture the many
opportunities ahead of us."
Stephen Cook, Global Head of Transportation Finance at Macquarie,
commented, "This transaction builds upon Macquarie's strong
franchise in the aviation finance sector. The Waypoint team has
built a leading presence in the helicopter leasing market.
Combining our own business and asset expertise, this is a
transformative development for our current business. Macquarie
Rotorcraft Leasing intends to build on this acquisition to be a
pre-eminent provider of helicopter leasing and financing
products."
Macquarie's acquisition of Waypoint is expected to close in the
first quarter of 2019, subject to, among others, Bankruptcy Court
and regulatory approval. Waypoint will continue to operate in the
ordinary course of business until financial close.
Additional Information about the Restructuring Process
For Court filings and other documents related to the
court-supervised process, please
visithttp://www.kccllc.net/waypointleasing,call 888-733-1446 (US
and Canada) (for toll-free domestic calls) and 310-751-2635 (for
tolled international calls), or emailWaypointInfo@kccllc.com.
Advisors
Weil, Gotshal & Manges LLP is serving as legal counsel, Houlihan
Lokey is serving as investment banker, and FTI Consulting, Inc. and
Seabury Consulting (now part of Accenture) are serving as
restructuring advisors.
About Macquarie Rotorcraft Leasing
Macquarie Rotorcraft Leasing -- http://www.macquarierotorcraft.com/
-- is a full-service helicopter operating leasing business focused
on the growing, worldwide demand for commercial helicopters in
industries such as offshore oil and gas, medical transport, search
and rescue, utility and executive transport. Macquarie Rotorcraft
Leasing provides operators a progressive new approach to helicopter
leasing and financing, designed to optimize fleet management and
operational success.
About Macquarie Group
Macquarie Group (Macquarie) -- http://www.macquarie.com/-- is a
global provider of banking, financial, advisory, investment and
funds management services. Macquarie's main business focus is
making returns by providing a diversified range of services to
clients. Macquarie acts on behalf of institutional, corporate and
retail clients and counterparties around the world. Founded in
1969, Macquarie operates in more than 70 office locations in 25
countries. Macquarie employs approximately 14,400 people and has
assets under management of more than $381.8 billion (as of March
31, 2018).
About Waypoint Leasing
Waypoint Leasing -- http://waypointleasing.com/-- is a global
helicopter leasing company founded in 2013 focused on acquiring and
leasing rotary wing aircraft to helicopter operators throughout the
world. Though the Debtors lease aircraft to operators in the
emergency medical, search and rescue, and utility sectors, the
majority of the Debtors' lessees are helicopter service providers
servicing the offshore oil and gas industry. The company is
headquartered in Limerick, Ireland.
Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25,
2018 to facilitate the sale of the assets to a new owner.
The Debtors disclosed $1.62 billion in total assets and $1.23
billion in liabilities as of Oct. 31, 2018.
The Honorable Stuart M. Bernstein is the case judge.
The Debtors tapped WEIL, GOTSHAL & MANGES LLP, as counsel; HOULIHAN
LOKEY CAPITAL, INC., as investment banker; FTI CONSULTING, INC., as
financial advisor; ACCENTURE LLP as corporate advisor; and KURTZMAN
CARSON CONSULTANTS LLC, as claims agent.
WEST 70: Halderman Auction Sale of Farmland Approved
----------------------------------------------------
Judge James M. Carr of U.S. Bankruptcy Court for the Southern
District of Indiana authorized West 70 Corp. and affiliates to the
real estate farm land at auction.
The legal description of the farm land attached to the Order is
available for free at:
http://bankrupt.com/misc/West_70_78_Order.pdf
The auction to be conducted will be a "multi parcel auction"
whereby parcels, or groups of parcels will first be separately
auctioned. Once bids are received at the Parcels Auction then the
all the Farm Land will be offered for sale as a whole. The Debtors
will accept the amount from the Parcels Auction or the Whole
Auction, whichever brings the highest dollar amount. First
Financial will agree with the Debtor and the Auctioneer as to the
grouping of the parcels for the auction.
First Financial is entitled to credit bid at the auction in the
amount that it is due. First Financial may credit bid for Farm
Land at the Parcels Auction, the Whole Auction, or both.
The Farm Land is to be sold "as-is," with no express or implied
warranty; and free and clear of all liens, claims, interests and
encumbrances, with the liens, claims, interests and encumbrances
attaching to the proceeds.
Halderman Real Estate Services, Inc. will have the right to sell
the Farm Land from the date of the Order through the auction,
subject to the Court also granting the application to employ the
Auctioneer.
The Debtors are granted authority to sign DIP deeds, purchase
agreements, vendor's affidavits, Indiana Sales Disclosure Forms,
and similar documents in reference to any sale and closing in order
to transfer title.
The Debtors have authority to pay First Financial at any closing(s)
without the need for further Court hearing or Order.
The provisions of the Order will become effective immediately.
About Stephenson Family Farms
Stephenson Family Farms, Inc., is a privately held company in
Fortville, Indiana involved in farming business. The Company owns
seven properties in Greenfield, Indiana with an aggregate appraised
valued of $1.73 million.
Stephenson Family Farms filed its petition for relief under Title
11, Chapter 11 of the United States Code (Bankr. S.D. Ind. Case No.
18-07695) on Oct. 8, 2018. In the petition signed by Todd
Stephenson, president, the Debtor disclosed $1,731,229 in asset
and
$6,983,107 in liabilities. John Joseph Allman, Esq. and Jeffrey M.
Hester, Esq., at Hester Baker Krebs LLC, represent the Debtor.
WOW WEE: Sale of Postpetition Account Receivables to CFR Approved
-----------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Wow Wee, LLC to:
(i) sell, post-petition, six accounts receivable totaling
$38,786 to Cash Flow Resources ("CFR") in order to meet its payroll
and operating expenses for the remainder of the month of November
2018 (i.e., Nov. 15 to 30, 2018);
(ii) sell nine post-petition accounts receivable totaling
$74,271 to CFR for the purpose of meeting its payroll and operating
expenses for the month of December 2018; and
(iii) continue each subsequent month thereafter (i.e.,
commencing January 2019) to factor or sell its future post-petition
accounts receivable as they are generated to CFR, in a minimum or
base amount of $70,700 each month, without further order of the
Court, and in accordance with the provisions of the prepetition
Factoring Agreement executed by and between Wow Wee and CFR.
A hearing on the Motion was held on Nov. 29, 2018.
The Counsel will serve the order on the required parties who will
not receive notice through the ECF system pursuant to the FRBP and
the LBR's and file a certificate of service to that effect within
three days.
About Wow Wee
The business of Wow Wee, LLC, consists of the wholesale and retail
sale of various "dipping sauces" that it produces at its facility
in Cut Off, Louisiana.
Wow Wee, LLC, filed a voluntary petition for relief under Chapter
11 of Title 11, United States Code (Bankr. E.D. La. Case No.
18-12729) on Oct. 12, 2018, estimating under $1 million in assets
and liabilities. Darryl T. Landwehr, Esq., at Landwehr Law Firm,
is the Debtor's counsel.
XO AMERICAS: Moody's Affirms B2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family
Rating and the B2-PD Probability of Default Rating to XO Americas
Holding Inc. Concurrently, Moody's affirmed the B2 rating of the
proposed senior secured term loan B due 2023 issued by XO
Management Holding Inc. The outlook on the ratings is stable.
RATINGS RATIONALE
The affirmation reflects primarily that the decision of the
shareholders to strengthen the equity base of the company will
reduce leverage that Moody's had previously expected at pro-forma
of 5.2x in 2018 to a more prudent level of around 4X that will
position the company solidly in its B2 category with financial
flexibility to grow its business. The B2 CFR remains constrained by
(i) an exposure to a highly cyclical industry, (ii) geographic
concentration that leaves the company prone to US business aviation
market developments, (iii) a highly fragmented market, (iv) small
size with revenues of around USD350 million as per LTM ended June
2018 and (v) moderate profitability.
The rating is supported by its (i) strong market position in its
segment of the business aviation market, (ii) sizeable off-fleet
business provides flexibility in economic downturns and supports
high utilization, (iii) meaningful free cash flow (FCF) generation
supported by limited capital expenditures requirement due to focus
on operating used aircraft, (iv) membership model enhances customer
retention and stabilizes parts of its revenue stream and (v) good
financial flexibility to accommodate cyclical swings.
STRUCTURAL CONSIDERATIONS
In the loss-given-default assessment, the group's proposed USD210
million term loan B issued by XO Management Holding Inc. is rated
B2 in line with the CFR since the facility only ranks behind a
limited amount of priority US trade payables. Furthermore, the term
loan enjoys upstream guarantees from all material operating
subsidiaries except subsidiaries with less than 50% of voting
equity by XOJET. In addition, the term loan benefits from all
material assets serving as security as well as a parent guarantee
from Vista Global Holding.
LIQUIDITY
Moody's views XOJET's liquidity as adequate despite the absence of
a committed revolving credit facility since the next 12-18 months
liquidity sources are expected to be sufficient to cover liquidity
need. As of June 2018 the company had USD66 million pro forma cash
on the balance sheet of which the current transaction will use
approximately USD20 million in cash. Furthermore, Moody's expect
that cash generated from operations over the next 18 months will
add additional $50 million which will be sufficient to cover the
company's liquidity needs including working cash, capital
expenditures, minor debt repayments and minority dividends.
OUTLOOK
The stable outlook reflects Moody's expectation that XOJET will
continue to operate at a high utilization rate and to gradually
grow its fleet with relatively low priced used aircraft. The rating
agency also expects a gradual entrance into other geographies
following the acquisition by Vista Global Holding to diversify its
markets and further optimize profitable on-fleet business by
managing regional peak seasons. Furthermore, Moody's expects the
company to deleverage to a range of 3.5x to 4x debt / EBITDA in the
next couple of years, which should position the rating very solidly
in the category, while expanding its fleet and diversify its
geographic footprint.
WHAT COULD CHANGE THE RATING UP/DOWN
Upward pressure on the ratings could develop if XOJET establishes a
track record of improved credit metrics and shows its ability
through the cycle to (1) operate with a leverage below 4.5x, (2)
free cash flow to debt generation moves to high single digit
percentage range despite fleet expansion, (3) EBITA margin improves
toward mid-teen percentage range on a sustainable basis, and (4)
improve its liquidity profile.
Likewise, downward pressure could arise if (1) leverage
deteriorates to above 5.5x debt / EBITDA, (2) the EBITA margin
fails to reach high single digit percentage territory over the next
12 to 18 months, and (3) negative free cash flow generation leads
to a deteriorating liquidity profile.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
PROFILE
Headquartered in the USA, XO Americas Holding Inc. is the holding
company of a leading US business charter flights operator that
serves corporates and high net worth individuals. The company
offers flights either on its own aircraft or on a partner's
aircraft and generated approximately USD335 million revenues in
2017. XOJET was acquired by Vista Global in September 2018 for
USD400m, financed by USD210m senior secured TLB entered on XO
Management Holding Inc. level, and equity. Vista Global is a
holding company controlling XOJET and VistaJet, the latter of which
provides premium global flight service to ultra-high net
individuals and corporates on 72 owned branded premium aircrafts
and was founded in 2004 by Thomas Flohr and generated USD555
million revenues in 2017.
ZACKY & SONS: U.S. Trustee Forms 2-Member Committee
---------------------------------------------------
The Office of the U.S. Trustee on Dec. 6 appointed two creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 case of Zacky & Sons Poultry, LLC.
The committee members are:
(1) Cal-EnviroSafe, LLC
Attention: Scott Robbins
DBA ChemStation of Northern California
1448 N. Shaw Road
Stockton, CA 95215
Email: srobbins@chemstation.com
(2) Karen Vance
c/o Rene Roupinian
Outten & Golden LLP
685 Third Avenue, 25th Floor
New York, NY 10017
Email: rsr@outtengolden.com
Email: challygirl58@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 Zacky and Sons Poultry LLC
Zacky & Sons Poultry, LLC -- http://zackyfarms.com-- is a grower,
processor, distributor, and wholesaler of poultry products. It
offers turkey and chicken products such as sausages, franks, and
sliced meat.
Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on
November 13, 2018. The Hon. Robert N. Kwan presides over the case.
In its petition, the Debtor estimated $50 million to $100 million
in both assets and liabilities. The petition was signed by Lillian
Zacky, managing member.
The Debtor hired Ron Bender, Esq., at Levene Neale Bender Yoo &
Brill L.L.P. as bankruptcy counsel; GlassRatner Advisory & Capital
Group, LLC as financial advisor; and LKP Global Law, LLP as special
employment and labor counsel.
ZENITH MANAGEMENT: Taps Keller Williams as Real Estate Broker
-------------------------------------------------------------
Zenith Management I, LLC, seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Keller Williams
Realty Landmark II as real estate broker.
The Debtor is a Single Member Limited Liability Company established
in New York that owned two (2) parcels of real property located at:
(i) 99-13 43rd Avenue, Corona, New York 11368; and (ii) 108-20 48th
Avenue, Flushing, New York 11368.
The Debtor wishes to employ the Broker to assist it in marketing
and selling the Flushing Property. The Broker is familiar with the
Flushing Property and is well-qualified to market and sell it.
If the Flushing Property is sold during the 12-month term of the
listing agreement dated November 8, 2018, the Broker will seek a
commission of 6% calculated from the gross proceeds realized from
the sale of the Flushing Property and will absorb all expenses in
connection with the Broker???s marketing and sale efforts.
For the avoidance of doubt, the Broker's engagement shall terminate
on November 8, 2019. If the Flushing Property is not sold by the
termination of the Broker???s engagement, the Broker shall not be
entitled to any commission.
Maria Vado, licensed real estate sales person of the firm Keller
Williams Landmark II, attests that the Broker is a "disinterested
persons" as that term is defined in section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code.
The Broker can be reached at:
Maria Vado
Keller Williams Realty Landmark II
75-35 31st Avenue
Jackson Heights, NY 11370
Phone: 347-846-1200
About Zenith Management I
Zenith Management I, LLC's principal assets consist of real
properties located at 99-13 43rd Avenue, Corona, New York; and
108-20 48th Avenue, Flushing, New York.
Zenith Management filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 16-43485) on Aug. 3, 2016, estimating less than
$1 million in assets and liabilities. The Debtor is represented by
Gabriel Del Virginia, at the Law Office of Gabriel Del Virginia.
No official committee of unsecured creditors has been appointed in
the case.
*********
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