/raid1/www/Hosts/bankrupt/TCR_Public/181224.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, December 24, 2018, Vol. 22, No. 357
Headlines
4921 12TH AVENUE: Voluntary Chapter 11 Case Summary
ARP CUSTOM: Case Summary & 18 Unsecured Creditors
ASSET BASED LENDING: Case Summary & 5 Unsecured Creditors
BRISTOL HEALTHCARE: Case Summary & 5 Unsecured Creditors
BWR LLC: U.S. Trustee Unable to Appoint Committee
CALEF HOUSE: Voluntary Chapter 11 Case Summary
CALIFORNIA STATEWIDE COMMUNITIES: S&P Rates 2019 Bonds 'BB+'
CAREVIEW COMMUNICATIONS: Inks 9th Modification Agreement Amendment
CECIWONG INC: Case Summary & 2 Unsecured Creditors
CENTERSTONE LINEN: Case Summary & 20 Largest Unsecured Creditors
CF INDUSTRIES: Fitch Affirms BB+ & Alters Outlook to Stable
CHAMP ACQUISITION: Moody's Rates $150MM First Lien Revolver 'B1'
DAVIS PROPERTIES: Voluntary Chapter 11 Case Summary
DEATH'S DOOR: U.S. Trustee Unable to Appoint Committee
ECOSPHERE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
EEI ACQUISITION: Jan. 8 Plan Confirmation Hearing
FAST CASH: Case Summary & 11 Unsecured Creditors
FERRELLGAS PARTNERS: Moody's Lowers CFR to Caa2, Outlook Neg.
FIRST FLO: Case Summary & 4 Unsecured Creditors
GOLDEN OIL: Unsecured Creditors to Get 4 Quarterly Payments
GREATER LEWISTOWN: Feb.14 Hearing on Disclosure Statement Approval
GREEN PHARMACEUTICALS: Case Summary & 15 Unsecured Creditors
HANESBRANDS INC: Egan-Jones Lowers Senior Unsecured Ratings to BB-
HEKMATJAH FAMILY: Case Summary & 4 Unsecured Creditors
HELLO NEWMAN: Unsecured Creditors to Get 0% Under Trustee's Plan
HORIZON PHARMA: Moody's Affirms B2 CFR & Alters Outlook to Stable
ICON EYEWEAR: Case Summary & 20 Largest Unsecured Creditors
ICON EYEWEAR: Files for Chapter 11 to Pursue Restructuring
JACKIES COOKIE: Case Summary & 20 Largest Unsecured Creditors
K.M. VILLAS: Jan. 24 Plan Confirmation Hearing
KENTUCKY HIGHER EDUCATION: Fitch Cuts Series 2013-1 Notes to BBsf
KESTREL ACQUISITION: Moody's Hikes Sr. Secured Loans Rating to Ba3
KORE WIRELESS: Moody's Lowers Rating on 1st Lien Loans to B3
LAMAR INVESTMENT: Case Summary & 10 Unsecured Creditors
LAS AMERICAS ASPIRA: S&P Affirms 'BB+' Rating on 2016A/B Rev Bonds
LEMKCO FLORIDA: Case Summary & 10 Unsecured Creditors
NEW PITTS PLACE: Jan. 30 Disclosure Statement Hearing
NOBLE REY: Case Summary & 20 Largest Unsecured Creditors
OCH-ZIFF CAPITAL: Fitch Lowers LT IDR to B+, Outlook Stable
OUTPUT SERVICES: S&P Affirms 'B' ICR on NCP Solutions Acquisition
PARKER DRILLING: Egan-Jones Lowers Senior Unsecured Ratings to D
PHARMERICA CORP: Moody's Reviews B2 CFR for Downgrade Amid Merger
PROJECT ANGEL: S&P Cuts Issuer Credit Rating to B-, Outlook Stable
SANJAC SECURITY: U.S. Trustee Unable to Appoint Committee
SECOND BAPTIST CHURCH: Voluntary Chapter 11 Case Summary
SHARING ECONOMY: Subsidiary Cancels Transfer Agreement with ECoin
SOUTHCROSS PARTNERS: Moody's Lowers CFR to Caa3, Outlook Neg.
SP PF BUYER: Moody's Assigns B2 CFR, Outlook Stable
SUPPLY PRO: Case Summary & 20 Largest Unsecured Creditors
UNITED AGAMI: 17 Affiliates' Voluntary Chapter 11 Case Summary
UNITED CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
VALADOR INC: Voluntary Chapter 11 Case Summary
VALENTIA GLOBAL: Case Summary & 20 Largest Unsecured Creditors
XTAL INC: Case Summary & 13 Unsecured Creditors
*********
4921 12TH AVENUE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 4921 12th Avenue LLC
4921 12th Avenue
Brooklyn, NY 11219
Business Description: 4921 12th Avenue LLC is a real estate
lessor headquartered in Brooklyn, New York.
The company is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: December 20, 2018
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 18-47256
Judge: Hon. Carla E. Craig
Debtor's Counsel: J. Ted Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-301-6943
Fax: (212)-422-6836
E-mail: Tdonovan@gwfglaw.com
- and -
Michael Levine, Esq.
LEVINE & ASSOCIATES, P.C.
15 Barclay Road
Scarsdale, NY 10583
Tel: 914-600-4288
E-mail: ml@LevLaw.org
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Yehuda Salamon, sole member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb18-47256.pdf
ARP CUSTOM: Case Summary & 18 Unsecured Creditors
-------------------------------------------------
Debtor: ARP Custom Farming, LLC
P.O BOX 11609
Chandler, AZ 85248
Business Description: ARP Custom Farming, LLC is a privately held
company in Chandler, Arizona that operates
in the farming industry. The Company is an
affiliate of Arp Family Farms, G.P., which
sought bankruptcy protection on Nov. 19,
2018 (Bankr. D. Ariz. Case No. 18-14173).
Chapter 11 Petition Date: December 20, 2018
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 18-15464
Judge: Hon. Brenda Moody
Debtor's Counsel: Pernell W. McGuire, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
40 E Rio Salado Parkway, Suite 425
Tempe, AZ 85281
Tel: 480-733-6800
Fax: 480-733-3748
E-mail: pmcguire@davismiles.com
azbankruptcy@davismiles.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nathan Arp, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at:
http://bankrupt.com/misc/azb18-15464.pdf
ASSET BASED LENDING: Case Summary & 5 Unsecured Creditors
---------------------------------------------------------
Debtor: Asset Based Lending I, LLC
aka Pawn Now I
4762 E Harmony Circle
Mesa, AZ 85206
Business Description: Asset Based Lending I, LLC a/k/a Pawn Now I
is
a privately held company in Mesa, Arizona
that operates in the pawnshop industry.
Chapter 11 Petition Date: December 17, 2018
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 18-15236
Judge: Hon. Brenda K. Martin
Debtor's Counsel: Michael W. Carmel, Esq.
MICHAEL W. CARMEL, LTD.
80 E. Columbus Ave
Phoenix, AZ 85012-4965
Tel: 602-264-4965
Fax: 602-277-0144
E-mail: michael@mcarmellaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Johnson, original and only
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at:
http://bankrupt.com/misc/azb18-15236.pdf
BRISTOL HEALTHCARE: Case Summary & 5 Unsecured Creditors
--------------------------------------------------------
Debtor: Bristol Healthcare Investors, L.P.
3050 Royal Blvd S, Suite 190
Alpharetta, GA 30022
Business Description: Bristol Healthcare Investors, L.P. is a
Single Asset Real Estate company (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: December 20, 2018
Court: United States Bankruptcy Court
Eastern District of Tennessee (Chattanooga)
Case No.: 18-15713
Judge: Hon. Shelley D. Rucker
Debtor's Counsel: David J. Fulton, Esq.
SCARBOROUGH & FULTON
620 Lindsay Street, Suite 240
Chattanooga, TN 37403
Tel: 423-648-1880
Fax: (423) 648-1881
E-mail: djf@sfglegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Douglas K. Mittleider, president of
general partner.
A copy of the Debtor's list of five unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb18-15713_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/tneb18-15713.pdf
BWR LLC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
The Office of the U.S. Trustee on Dec. 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of BWR, LLC.
About BWR LLC
BWR, LLC, is a privately-held company that operates business under
the name Barbara Worth Hotel and Resort Golf Club. It is based in
Holtville, California.
BWR, LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Calif. Case No. 18-03650) on June 19, 2018. In the
petition signed by Kevin G. Smith, manager, the Debtor disclosed
that it had estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.
The Debtor tapped Wolfgang F. Hahn + Associates as its legal
counsel.
CALEF HOUSE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Calef House LLC
1998 Bush St
San Francisco, CA 94115
Business Description: Calef House LLC is a Single Asset Real
Estate company (as defined in 11 U.S.C.
Section 101(51B)). It is the fee simple
owner of a property located at 1908
Buchanan Street, San Francisco, CA 94115
having an appraised value of $2.40 million.
Chapter 11 Petition Date: December 21, 2018
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Case No.: 18-31387
Judge: Hon. Dennis Montali
Debtor's Counsel: Andrew A. Moher, Esq.
MOHER LAW GROUP
5560 La Jolla Blvd. #D
La Jolla, CA 92037
Tel: (619)269-6204
E-mail: amoher@moherlaw.com
Total Assets: $2,401,000
Total Liabilities: $1,918,598
The petition was signed by Ronda Calef, managing member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb18-31387.pdf
CALIFORNIA STATEWIDE COMMUNITIES: S&P Rates 2019 Bonds 'BB+'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term rating to the
California Statewide Communities Development Authority's $90.9
million series 2019 college housing revenue bonds, issued for
National Campus & Community Development Corp. (NCCD)-Hooper Street
LLC (the borrower). Hooper Street LLC is a California single-member
limited liability company, and its sole member is Texas-based NCCD.
The outlook is stable.
Hooper Street LLC was established for the purpose of financing the
construction of a 280 unit, approximately 524-bed student housing
facility on the campus of California College of the Arts (CCA),
located in San Francisco. The CCA is party to the ground lease and
housing services agreement with the borrower.
"The rating reflects our assessment of a strong connection with
CCA, as stipulated by the ground lease and housing services
agreement," said S&P Global Ratings credit analyst Mary Ellen
Wriedt. The housing services agreement calls for first fill of the
project by CCA's freshmen, sophomores, and transfer students during
the academic year, the sole source of housing for freshmen and
sophomores, and CCA marketing of rooms, collection of deposits, and
enforcement of payment. The project will revert to CCA upon the
bonds' maturity.
The series 2019 bond proceeds will finance the construction and
equipping of a student housing facility containing approximately
524 beds to be located on the campus of CCA.
S&P said, "The stable outlook reflects our expectation that during
the next two years, the proposed project will be completed on time
and on budget and will at a minimum meet projected occupancy, such
that debt service coverage (DSC) will either meet or surpass the
1.2x debt service covenant at opening. We also expect CCA to create
the live-on requirement for freshmen, sophomores, and transfer
students at the proposed project and to honor its "first fill"
requirement. We assume the market study accurately reflects the
demand for housing at the rates used in the projections."
Credit factors that could lead to a negative rating action during
the outlook period, include construction that runs over budget or
beyond schedule. Once construction is completed,
lower-than-targeted occupancy, the need to lower rates to attract
students, net project operating revenues that negatively affect
DSC, or any covenant violations could pressure the rating. S&P
could also consider a lower rating if the college experiences
significant enrollment declines.
S&P does not expect to raise the rating within the two-year outlook
period, given the 'BBB' rating of CCA and proposed project's
construction and rollout schedule.
CAREVIEW COMMUNICATIONS: Inks 9th Modification Agreement Amendment
------------------------------------------------------------------
As previously reported by CareView Communications, Inc., in its
current report on Form 8-K filed with the Securities and Exchange
Commission on Feb. 5, 2018, the Company, CareView Communications,
Inc., a Texas corporation and a wholly owned subsidiary of the
Company (the "Borrower"), CareView Operations, L.L.C., a Texas
limited liability company and a wholly owned subsidiary of the
Borrower (the "Subsidiary Guarantor"), and PDL Investment Holdings,
LLC (as assignee of PDL BioPharma, Inc.), in its capacity as
administrative agent and lender under the Credit Agreement dated as
of June 26, 2015, as amended, by and among the Company, the
Borrower and the Lender, entered into a Modification Agreement on
Feb. 2, 2018, effective as of Dec. 28, 2017, with respect to the
Credit Agreement in order to modify certain provisions of the
Credit Agreement and Loan to prevent an Event of Default from
occurring.
Under the Modification Agreement, the parties agreed that (i) the
Borrower would not make the principal payment due under the Credit
Agreement on Dec. 31, 2017 until the end of the Modification
Period, (ii) the Borrower would not pay the principal installments
due at the end of each calendar quarter during the Modification
Period and (iii) because the Borrower's Liquidity (as defined in
the Credit Agreement) was anticipated to fall below $3,250,000, the
Liquidity required during the Modification Period would be lowered
to $2,500,000. The Lender agreed that the occurrence and
continuance of any of the Covered Events will not constitute Events
of Default for a period from Dec. 28, 2017 through the earliest to
occur of (a) any Event of Default under any Loan Documents that
does not constitute a Covered Event, (b) any event of default under
the Modification Agreement, (c) the Lender's election, in its sole
discretion, to terminate the Modification Period on May 31, 2018 or
Sept. 30, 2018 (with each such date permitted to be extended by the
Lender in its sole discretion) by delivering a written notice to
the Borrower on or prior to such date, or (d) Dec. 31, 2018.
In consideration of the Lender's entry into the Modification
Agreement, the Company and the Borrower agreed, among other things,
that the Borrower would obtain (i) at least $2,250,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt (each such term as defined in
the Credit Agreement) on or prior to Feb. 23, 2018 and (ii) an
additional $3,000,000 in net cash proceeds from the issuance of
Capital Stock (other than Disqualified Capital Stock) or Debt on or
prior to May 31, 2018 (resulting in aggregate net cash proceeds of
at least $5,250,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on Feb. 26, 2018, the Company, the Borrower and the Lender
entered into a Second Amendment to Credit Agreement on Feb. 23,
2018, pursuant to which, among other things, the parties agreed to
amend the Modification Agreement to provide 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
$3,000,000 in net cash proceeds from the issuance of Capital Stock
(other than Disqualified Capital Stock) or Debt on or prior to May
31, 2018 (resulting in aggregate net cash proceeds of at least
$5,050,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on June 4, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into an Amendment to Modification
Agreement on May 31, 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 Sept. 30, 2018
(with each such date permitted to be extended by the Lender in its
sole discretion); and 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 June
15, 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 Aug. 31, 2018 (resulting in aggregate net cash proceeds of
at least $3,550,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on June 15, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Second Amendment to
Modification Agreement on June 14, 2018, pursuant to which the
parties agreed to further amend the Modification Agreement to
provide 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 3, 2018
(rather than June 15, 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 Aug. 31, 2018 (resulting in aggregate
net cash proceeds of at least $3,550,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on July 5, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Third Amendment to
Modification Agreement on June 28, 2018, pursuant to which the
parties agreed to further amend the Modification Agreement to
provide 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
(rather than July 3, 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 Aug. 31, 2018 (resulting in aggregate
net cash proceeds of at least $3,550,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on Sept. 5, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Fourth Amendment to
Modification Agreement on Aug. 31, 2018, pursuant to which the
parties agreed to further amend the Modification Agreement to
provide 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 Sept. 30, 2018 (rather than Aug. 31, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on Oct. 4, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Fifth Amendment to
Modification Agreement on Sept. 28, 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 Nov. 12, 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 Nov. 12, 2018
(rather than September 30, 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 $1,825,000 from
$2,500,000.
As previously reported in its Current Report on Form 8-K filed with
the SEC on Nov. 16, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Sixth Amendment to
Modification Agreement on Nov. 12, 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 Nov. 19, 2018 (with each such date permitted to be
extended by the Lender in its sole discretion); and 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 November 19,
2018 (rather than Nov. 12, 2018) (resulting in aggregate net cash
proceeds of at least $3,550,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on Nov. 21, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Seventh Amendment to
Modification Agreement on Nov. 19, 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. 3, 2018 (with each such date permitted to be extended
by the Lender in its sole discretion); and 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. 3, 2018 (rather than Nov. 19, 2018)
(resulting in aggregate net cash proceeds of at least $3,550,000).
As previously reported in its Current Report on Form 8-K filed with
the SEC on Dec. 6, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into an Eighth 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.
On Dec. 17, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Ninth Amendment to
Modification Agreement, 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 January 31, 2019
(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 Jan. 31, 2019 (rather than Dec. 17, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000); that the
Liquidity required during the Modification Period would be lowered
to $750,000 from $1,525,000; and that the Borrower's interest
payment that would otherwise be due to Lender on Dec. 31, 2018
would be deferred until Jan. 31, 2019 (the end of the extended
Modification Period) and that such deferral would be an additional
Covered Event.
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.
CECIWONG INC: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: CeCiWong, Inc.
1445 Country Club Drive
Los Altos, CA 94024
Business Description: CeCiWong, Inc. --
http://www.worldofceciwong.com-- is in the
jewelry, precious stones and precious metals
business. CeciWong offers an expansive
selection of jewelry, including the Bay
Area's largest collection go A-grade Burmese
jadeite pieces by David Lin, in addition to
the best known lines of engagement and
wedding jewelry from Tacori, and rare
Armenian designers Alishan and Buccellatti.
Chapter 11 Petition Date: December 21, 2018
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Case No.: 18-31385
Judge: Hon. Hannah L. Blumenstiel
Debtor's Counsel: Michael Jones, Esq.
M JONES AND ASSOCIATES, PC
505 N Tustin Ave. #105
Santa Ana, CA 92705
Tel: (714) 795-2346
Email: mike@mjonesoc.com
Total Assets: $3,137,729
Total Liabilities: $5,674,492
The petition was signed by Lill Runge, assistant corporate
secretary.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at: http://bankrupt.com/misc/canb18-31385.pdf
CENTERSTONE LINEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Centerstone Linen Services, LLC
d/b/a Clarus Linen Systems
60 Grider Street
Buffalo, NY 14215
Business Description: Atlas Health Care Linen Services Co., LLC dba
Clarus Linen Systems and its subsidiaries
provide linen rental and commercial laundry
services to the healthcare industry,
primarily supplying scrubs, sheets, towels,
blankets, patient apparel and other linen
products to hospitals and healthcare clinics
via long-term contacts. Centerstone is the
corporate parent of four subsidiary
corporations and provides back-office and
administrative support to them. Atlas and
Alliance currently operate five production
facilities in three states (Atlas operates
two facilities in New York and Alliance
operates two facilities in Georgia and one
in
South Carolina) that provide daily pick-ups
and deliveries to their customers. Atlanta
and Winchester are not currently operating
production facilities.
http://visitwww.claruslinens.com/
Chapter 11 Petition Date: December 19, 2018
Five affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Centerstone Linen Services, LLC (Main Case) 18-31754
Atlas Health Care Linen Services Co., LLC 18-31753
Alliance Laundry & Textile Service, LLC 18-31755
Alliance Laundry and Textile Service of Atlanta 18-31756
Alliance LTS Winchester, LLC 18-31757
Court: United States Bankruptcy Court
Northern District of New York (Syracuse)
Debtors' Counsel: Stephen A. Donato, Esq.
Camille W. Hill, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202-1355
Tel: (315) 218-8000
Fax: 315-218-8100
E-mail: sdonato@bsk.com
chill@bsk.com
Atlas Health's
Estimated Assets: $10 million to $50 million
Atlas Health's
Estimated Liabilities: $10 million to $50 million
Centerstone Linen's
Estimated Assets: $1 million to $10 million
Centerstone Linen's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by John Giardino, chief executive
officer.
A full-text copy of Atlas Health's petition is available for free
at:
http://bankrupt.com/misc/nynb18-31753.pdf
A full-text copy of Centerstone Linen's petition is available at no
charge at:
http://bankrupt.com/misc/nynb18-31754.pdf
A. List of Centerstone Linen's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim
Amount
------ ---------------
------------
Albany Medical Marketing
$11,300
Center Foundation
43 New Scotland Avenue MC 119
Albany, NY 12208
American Dawn Inc. Linens
$23,713
401 W. Artesia Blvd.
Compton, CA 90220
American Express Credit Card
$119,982
200 Vesey Street Charges
New York, NY 10285
Bonadio & Co., LLP Auditing and
$37,600
100 Corporate Accounting
Parkway, Suite 200
Amherst, NY 14226
Chubb General liability
$205,241
500 Ross Street insurance
154-0455
Pittsburgh, PA
15262-0001
ComDoc - Buffalo IT related
$5,421
P.O. Box 932159
Cleveland, OH 44193
ComDoc - Lease IT related
$4,478
10201 Centurion Parkway
Suite 100
Jacksonville, FL 32256
Concur Technologies, Inc. IT related
$14,760
62157 Collections
Center Drive
Chicago, IL 60693
Encompass Group, LLC Linens
$147,335
Dept. 40254
P.O. Box 740209
Atlanta, GA
30374-0209
Great American Insurance Benefits
$5,024
Specialty Accounting
P.O. Box 89400
Cleveland, OH
44101-6400
Jones & Associates, LLC Legal
$7,605
1325 Avenue of the
Americas, 28th Floor
New York, NY 10019
M&T Insurance Company General Liability
$381,458
285 Delaware Avenue insurance
Suite 4000
Buffalo, NY
14202-1885
McKesson Medical Surgical Recruiting and
$4,409
9954 Maryland Drive pre-employment
Suite 4000
Richmond, VA 23233
PayScale, Inc. Office Supplies
$3,624
75 Remittance Drive
Dept. 1343
Chicago, IL
60675-1343
PPS Pension & Benefits
$3,892
Financial Services, Inc.
8660 Sheridan Drive
Buffalo, NY
14221-6316
Standard Textile Linens
$799,705
One Knollcrest Drive
Cincinnati, OH 45237
The Hartford General Liability
$19,464
301 Woods Park Drive Insurance
Clinton, NY 13323
The Upstate Foundation Marketing
$5,000
750 E. Adams Street
CAB Room 326
Syracuse, NY 13210
Total Utility Management Consultant
$6,000
Services, LLC Services
10497 Town & provided
Country Way, Suite 224
Houston, TX 77024
VITEC Solutions, LLC IT related
$15,494
611 Jamison Road
Suite 4104
Elma, NY 14059
B. List of Atlas Health's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim
Amount
------ ---------------
------------
32BJ Benefit Funds Benefits
$34,009
25 West 18th Street (Pittsburgh location)
New York, NY
10011-4676
American Associated Linens
$409,442
Cos., Inc. (Syracuse location)
116 Bethea Road
Suite 424
Fayetteville, GA 30214
American Associated Linens
$249,596
Cos., Inc. (Troy Location)
116 Bethea Road
Suite 424
Fayetteville, GA 30214
American Associated Linens
$224,115
Cos., Inc. (Buffalo location)
P.O. Box 140439
Fayetteville, GA 30214
City of Pittsburgh Facility
$43,220
Treasurer Maintenance
Real Estate Taxes (Pittsburgh
414 Grant Streeet location)
Pittsburgh, PA
15219-2476
City of Troy Water Utilities
$129,417
Department (Troy location)
Treasurer's Office
433 River Street,
Suite 5001
Troy, NY 12180-2238
Commissioner of Finance Rent and Property
$34,141
City Hall, Room 122 tax
233 East Washington Street
Syracuse, NY 13202
Commissioner of Finance Rent and Property
$83,946
City Hall, Room 122 tax - Onondaga
233 East Washington Street County (Syracuse
Syracuse, NY 13202 location)
Department of Water Utilities
$79,896
P.O. Box 5268 (Syracuse location)
Binghamton, NY
13902-5268
Direct Energy Utilities
$31,645
1001 Liberty Avenue (Syracuse location)
Attn: Customer Relations
Pittsburgh, PA 15222
Direct Energy Business Utilities
$66,230
1001 Liberty Avenue (Pittsburgh location)
Pittsburgh, PA 15222
Direct Energy Business Utilities
$51,718
P.O. Box 32179 (Syracuse location)
New York, NY
10087-2179
Direct Energy Business Utilities
$46,759
P.O. Box 32179 (Troy location)
New York, NY
10087-2179
Pittsburgh Water & Utilities
$439,488
Sewer Authority (674) (Pittsburgh location)
1200 Penn Avenue
Pittsburgh, PA 15222
Pittsburgh Water & Utilities
$220,419
Sewer Authority (675) (Pittsburgh location)
1200 Penn Avenue
Pittsburgh, PA 15222
Ryder Transportation Delivery
$33,342
6000 Winward Parkway (Syracuse location)
Alpharetta, GA 30005
Standard Textile Linens
$213,980
One Knollcrest Drive (Troy location)
Cincinnati, OH 45237
Standard Textile Linens
$204,272
One Knollcrest Drive (Pittsburgh location)
Cincinnati, OH 45237
Standard Textile Linens
$347,452
One Knollcrest Drive (Buffalo location)
Cincinnati, OH 45237
Standard Textile Linens
$284,732
One Knollcrest Drive (Syracuse location)
Cincinnati, OH 45237
CF INDUSTRIES: Fitch Affirms BB+ & Alters Outlook to Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of CF
Industries Holdings, Inc. (NYSE: CF) and CF Industries, Inc. at
'BB+'.
In addition, Fitch has revised the Rating Outlook to Stable from
Negative to reflect the stabilization of average prices and
prospects for improvement longer term on the back of nitrogen
fertilizer supply rationalization. LTM Sept. 30, 2018 FFO adjusted
net leverage was 2.8x and is expected to drop to 2.7x by the end of
2020. Fitch expects operating EBITDA of at least $1.5 billion for
each of 2018 and 2019 compared with LTM Sept. 30, 2018 operating
EBITDA of $1.57 billion.
KEY RATING DRIVERS
Stabilizing Market: Fitch believes nitrogen fertilizer prices have
bottomed and should improve longer term on modest demand growth and
supply rationalization. Further recovery in domestic nitrogen
fertilizer prices will be influenced by a shift in planting from
soybeans to corn, which should drive higher demand, and the net
change in global capacity, which is expected to be fairly stable.
Price recovery could be constrained by periods of low oil or APAC
coal prices as a result of these higher cost feedstocks influencing
the marginal cost of U.S. nitrogen fertilizer imports.
The U.S. market benefits from the U.S. being a net importer of
nitrogen fertilizers with low cost production based on low natural
gas prices (primary feedstock).
Recovering FCF: Spending on expansion projects at CF's Port Neal,
IA, and Donaldsonville, LA, facilities is complete and annual
capital spending in 2019 and thereafter should remain in the $500
million or below range. Cash flows benefit from solid
profitability; LTM Sept. 30, 2018 operating EBITDA margins were
35.7% and Fitch expects margins in 2019 to decline to about 33%
given increased turnaround activity but to improve to 37% in 2020.
Fitch expects FCF after dividends to be at least $450 million per
year on average over 2019 and 2020.
Improved Financial Leverage: Fitch believes FFO-adjusted net debt
best reflects CF's leverage because it captures distributions to
CHS, Inc. (LTM Sept. 30, 2018 about $139 million) and cash-build in
advance of debt maturities. Fitch expects FFO-adjusted net leverage
to range between 2.7x to 3.3x through 2020. If CF were to execute
additional share repurchases on the order of $850 million through
4Q 2018 and the end of 2019, FFO-adjusted net leverage would be
above 3.5x in 2019 using Fitch's assumptions.
Shareholder Friendly Financial Policies: Through Oct. 31, 2018, CF
repurchased approximately 3 million shares for approximately $150
million leaving $350 million under the current share repurchase
authorization. In addition, the company repurchased the publicly
traded common units of Terra Nitrogen Company, L.P. for $388
million. Management has stated there are limited organic growth
investment opportunities and limited acquisition targets. Fitch
expects excess cash will be returned to shareholders rather than
used for debt reduction beyond the $500 million due in 2020.
Largest Nitrogen Producer: CF Industries Holdings, Inc. benefits
from its position as the largest nitrogen fertilizer producer in
North America and world's largest ammonia producer, as well as its
position as one of the lower cost producers globally, given the
shale gas advantage. The company operates five nitrogen fertilizer
production facilities in the U.S., two in Canada and two in the
U.K. CF accounted for roughly 42% of North American ammonia
capacity in 2017.
DERIVATION SUMMARY
CF Industries has a strong operating profile relative to commodity
chemical peers. CF's financial profile is weaker than 'BB+' rated
soda ash producer, Tata Chemicals Ltd and 'BBB-' rated methanol
producer Methanex Corporation given a rebound in those commodities.
CF Industries' financial profile is similar to 'BBB-' fertilizer
peers The Mosaic Company and OCP S.A. where weak commodity prices
and capital programs resulted in toppy leverage followed by
delevering when commodity prices recover. Fitch believes nitrogen
fertilizer markets have stabilized and should result in stronger
prices beginning in 2020. As of the LTM ended Sept. 30, 2018, CF
Industries FFO adjusted net leverage was 2.8x very similar to
Mosaic's metrics.
KEY ASSUMPTIONS
Fitch's key assumptions within Fitch's rating case for the issuer
include:
-- Henry Hub gas price of $3.25/mcf in 2019 dropping to $3.00/mcf
longer term.
-- Average product prices roughly $230/ton in 2018 and 2019
increasing to $242/ton in 2020.
-- Capital spending at or below $500 million per year.
-- Current share repurchase authorization used in 2018.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- FCF (cash flow from operations less capital expenditures and
dividends) grows faster than expected.
-- FFO adjusted net leverage managed to below 2.5x on a sustained
basis.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- FCF expected to be negative.
-- Net Debt materially above $3.8 billion.
-- Available liquidity expected to be less than $1 billion on
average.
-- Inability to bring FFO adjusted net leverage sustainably below
3.5x.
LIQUIDITY
Adequate Liquidity: As of Sept. 30, 2018, CF had $1 billion in cash
and equivalents and $745 million available (net of $5 million
letters of credit) under its $750 million secured revolver due
Sept. 18, 2020. Fitch expects the company to continue to be in
compliance with its covenants. In particular, the revolver has a
maximum total debt to capital ratio of 0.6x and a maximum total
secured leverage ratio of 3.75x. Fitch calculates Sept. 30, 2018
compliance with the maximum total debt to total capital ratio at
0.4x and the maximum total secured leverage ratio at 0.9x. Fitch
expects the $500 million in notes due 2020 to be repaid with cash
on hand.
FULL LIST OF RATING ACTIONS
Fitch affirms the following ratings
CF Industries Holdings, Inc.
-- IDR at 'BB+'.
CF Industries, Inc.
-- IDR at 'BB+';
-- Senior Secured notes and revolving credit facility at
'BBB-'/'RR1';
-- Senior unsecured notes at 'BB+'/'RR4.
The Rating Outlook has been revised to Stable from Negative.
CHAMP ACQUISITION: Moody's Rates $150MM First Lien Revolver 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned new ratings and revised existing
ratings to bank credit facilities being issued by Champ Acquisition
Corporation. Champ is the parent company of Jostens, Inc. Moody's
is taking these actions in response to changes being made to the
proposed financing by Platinum Equity to acquire Jostens from
Newell Brands and pay transaction fees and expenses. None of these
actions reflect any change in Moody's fundamental view of the
credit profile of Champ or Jostens.
In response to these structural changes, Moody's assigned a B1
(LGD3) rating to Champ's proposed $150 million senior secured first
lien bank revolving credit facility. This now proposed 1st lien
revolver will replace the previously proposed super priority
revolver, the Ba2 (LGD1) rating for which will now be withdrawn.
The upgrade to the company's proposed senior secured first lien
term loan reflects recent changes to the deal structure related to
Platinum Equity's acquisition of Jostens. The first lien revolver
and first lien term loan will share the same collateral and rank
equally in right of payment in a bankruptcy liquidation. The second
lien term loan is subordinated in right of payment to both the
first lien revolver and the first lien term loan.
Moody's also upgraded the rating on Champ's proposed senior secured
first lien term loan to B1 (LGD3) from B2 (LGD3). The first lien
term loan will be increased to $775 million from $750 million. The
upgrade of the term loan reflects the fact that the 1st lien term
loan and the newly proposed 1st lien revolver will now be pari
passu and hence should have the same rating.
Moody's affirmed Champ's B2 Corporate Family Rating ("CFR"), B2-PD
probability of default rating, and Caa1 (LGD5) rating on the
proposed $150 million secured second lien term loan. The outlook on
all ratings is stable.
Ratings assigned:
Champ Acquisition Corporation
$150 million senior secured first lien revolving credit facility
expiring 2023 at B1 (LGD3)
Ratings upgraded:
Champ Acquisition Corporation:
$775 million senior secured first lien term loan due 2025 to B1
(LGD 3) from B2 (LGD3)
Ratings affirmed:
Champ Acquisition Corporation:
Corporate Family Rating at B2
Probability of Default at B2-PD
$150 million guaranteed secured second lien term loan due 2026 at
Caa1 (LGD5)
Ratings to be withdrawn:
Champ Acquisition Corporation:
$150 million super priority secured first lien revolving credit
facility expiring 2023 at Ba2 (LGD1)
The rating outlook is stable.
RATINGS RATIONALE
Champ Acquisition Corporation's (doing business as Jostens) B2 CFR
reflects the company's high pro-forma financial leverage at about
5.1 times debt/EBITDA upon completion of its proposed leveraged
buyout by Platinum Equity. The ratings also reflect the company's
narrow product focus as a manufacturer and seller of school-related
affinity products in U.S. high schools and universities. This
largely includes yearbooks, school rings, graduation gowns, and
related products. While the growing threat of online competition
can't be minimized, this risk is partially mitigated by the
personalized nature of its sales and customer service, and the long
standing relationships of the company's large network of
independent sales representatives with individual schools and
colleges. The average tenor of these relationships is about 13
years. Moody's recognizes the slow decline in the demand for
school-related affinity products. However new product introductions
and cost saving initiatives will help support Jostens' revenues and
earnings over time. The demand for some of Jostens' products, such
as school rings, are more sensitive to economic downturns given the
discretionary nature of the purchase.
The ratings are supported by Jostens' leading market position in
the niche school affinity product industry and its long operating
history. The company's sales representatives enjoy over 90%
retention rates with school representatives, which creates a high
barrier to entry.
The stable outlook reflects Jostens' relatively high financial
leverage. While leverage will remain high over the next year,
Moody's believes that debt to EBITDA will improve over time through
modest earnings growth and debt repayment.
The ratings could be downgraded if Jostens' operating performance
deteriorates, or if the company engages in debt funded acquisitions
or shareholder distributions. Ratings could also be downgraded if
debt/EBITDA is sustained above 5.5 times, or if liquidity
deteriorates.
The ratings could be upgraded if the company achieves greater
scale, maintains steady organic growth and increases product
diversity. The ratings could also be upgraded if debt to EBITDA is
sustained below 4.0x.
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
Headquartered in Minneapolis, MN, Jostens is a manufacturer and
seller of yearbooks, publications, jewelry, and other scholastic
products that serve the K--12 educational, college, and
professional sports segments. The company generates about $778
million in revenue and will be owned by private equity firm
Platinum Equity.
DAVIS PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Davis Properties, LLC
461 NE 3rd. Ave.
Canby, OR 97013
Business Description: Davis Properties, LLC is a Single Asset Real
Estate (as defined in 11 U.S.C. Section 101
(51B)).
Chapter 11 Petition Date: December 19, 2018
Court: United States Bankruptcy Court
District of Oregon (Portland)
Case No.: 18-34413
Judge: Hon. Trish M. Brown
Debtor's Counsel: Albert N. Kennedy, Esq. (Lead Attorney)
Direct Dial: 503.802.2013
Fax: 503.972.3713
E-Mail: albert.kennedy@tonkon.com
Ava L. Schoen, Esq.
Direct Dial: (503) 802-2143
Fax: (503) 972-3843
E-Mail: ava.schoen@tonkon.com
TONKON TORP LLP
888 SW 5th Ave, Suite 1600
Portland, OR 97204
Tel: (503) 802-2013
(503) 221-1440
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Davis, manager.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/orb18-34413.pdf
DEATH'S DOOR: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Death's Door Distillery, LLC and Death's
Door Spirits, LLC as of Dec. 18, according to a court docket.
About Death's Door Spirits and
Death's Door Distillery
Death's Door Spirits, LLC and Death's Door Distillery, LLC produce
and supply vodka, gin, white whiskey, peppermint schnapps, and
dessert liquor. They market and sell their products through
retailers and online.
Death's Door Spirits and Death's Door Distillery sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case Nos.
18-13912 and 18-13915) on Nov. 21, 2018.
At the time of the filing, Death's Door Distillery estimated assets
of $1 million to $10 million and liabilities of $1 million to $10
million. Death's Door Spirits estimated less than $1 million in
assets and $1 million to $10 million in liabilities.
The Debtors tapped DeMarb Brophy LLC as their legal counsel.
ECOSPHERE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Ecosphere Technologies, Inc. 18-25900
3491 SE Gran Park Way
Stuart, FL 34997
Sea of Green Systems Inc. 18-25901
3491 SE Gran Park Way
Stuart, FL 34997
Business Description: Ecosphere Technologies, Inc. –-
ecospheretech.com -- is a technology
development and intellectual property
licensing company that develops
environmental solutions for global water,
energy, industrial and agricultural markets
The Company helps industries increase
production, reduce costs, and protect the
environment through a portfolio of unique,
patented technologies: technologies like
Ozonix, the Ecos PowerCube and the Ecos
GrowCube, which are available for sale, as
well as exclusive and nonexclusive licensing
opportunities across a wide range of
industries and applications throughout the
world. The Ecosphere technologies and
products are available through multiple
brands and subsidiaries that include Sea of
Green Systems, Inc., Ecosphere Development
Company, LLC and Fidelity National
Environmental Solutions, LLC.
Chapter 11 Petition Date: December 21, 2018
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Mindy A. Mora
Debtors' Counsel: Aaron A. Wernick, Esq.
FURR & COHEN
2255 Glades Rd # 301E
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
Email: awernick@furrcohen.com
Ecosphere Technologies'
Total Assets as of Sept. 30, 2018: $453,403 (Does not include
market value of IP)
Ecosphere Technologies'
Total Debts as of Sept. 30, 2018: $14,476,097
Sea of Green's
Estimated Assets: $10 million to $50 million
Sea of Green's
Estimated Liabilities: $10 million to $50 million
Ecosphere Technologies' petition was signed by Dennis McGuire, Sr.,
chairman and chief executive officer.
Full-text copies of the petitions are available at no charge at:
http://bankrupt.com/misc/flsb18-25900.pdf
http://bankrupt.com/misc/flsb18-25901.pdf
List of Ecosphere Technologies' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Alfred Buhrke Unsecured $200,000
5672 Ranchito St Convertible
Palm City, FL 34990 Notes Payable
Blueshirt Group LLC Accounts Payable $161,101
456 Montgomery Street
San Francisco, CA 94104
Brisben Water Convertible $5,423,598
Solutions, LLC Notes Payable
23 N Beach Rd
Jupiter Island, FL
Brisben Water Notes Payable $696,089
Solutions, LLC
24 N Beach Rd
Jupiter Island, FL 33456
CIM Discovery Fund Unsecured $496,606
/ The Tailwinds Fund Convertible
8 Waterloo Place Notes
London, England Payable
SW1Y 4BE
David Nagelberg Unsecured $983,826
939 Coast Blvd Convertible
Unit 21 DE Notes Payable
La Jolla, CA 92037
Dr. William Hunter Unsecured $395,021
2578 Antrim Circle Convertible
Columbia, TN 38401 Notes Payable
Dr. William Hunter Unsecured $150,000
2579 Antrim Circle Convertible
Columbia, TN 38401 Notes Payable
Dr. William Hunter Unsecured $149,749
2579 Antrim Circle Convertible
Columbia, TN 38401 Notes Payable
Green Funding 1 LLC Business Loan $1,441,832
PO Box 1730 & Project
Vero Beach, FL 32963 Funding
Heller Capital Unsecured $374,721
Partners, LLC Convertible
700 East Palisades Ave Notes Payable
Englewiid Cliffs, NJ 07632
Heller Family Unsecured $842,492
Foundation, Inc. Convertible
700 East Palisades Ave Notes Payable
Englewiid Cliffs, NJ 07632
John S. Poindexter, III, MD Unsecured $90,447
1221 Hyde Lane Convertible
Richmond, VA 23229 Notes Payable
JRE Systems, Inc. Unsecured $460,000
PO Box 822 Convertible
Palm City, FL 34991 Notes Payable
Judith Beauseigneur Unsecured $100,000
10961 SW Fall Creek Dr Convertible
Port St Lucie, FL 34987-2150 Notes Payable
Kevin Grady Unsecured $155,185
14640 Marvin Lane Convertible
SW Ranches, FL Notes Payable
33330-3402
LAFLA Investors, LLC Unsecured $200,000
3310 Woodcrest Drive Convertible
Suite B Notes Payable
Baton Rouge, LA 70814
Nason Yeager Accounts $327,436
Gerson White & Payable
Lioce, P.A.
3001 PGA
Boulevard,
Suite 305
Palm Beach
Gardens, FL 33410
R&J Heller TTES Unsecured $749,442
700 East Palisades Ave Convertible
Englewiid Cliffs, NJ Notes Payable
07632
Tom Farleigh Unsecured $100,000
17050 Egglestetton Rd Convertible
Amelia, VA 23002 Notes Payable
List of Sea of Green's Eight Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
BNSF Logistics, LLC Accounts $4,242
75 Remittance Dr. Payable
Suite 1767
Chicago, IL
60675-1767
Brisben Water Convertible $659,292
Solutions, LLC Notes Payable
24 N Beach Rd
Jupiter Island, FL 33456
Epsilon Economics LLC Accounts $4,500
28587 Network Place Payable
Chicago, IL 60673-1285
Fusion Logistics-WWE Accounts $27
PO Box 1450 Payable
Minneapolis, MN 55485
Grosso Group, LTD Accounts $16,000
122 East University Avenue Payable
Waxahachie, TX 75165
McGuire Jr, Dennis Accounts $1,660
3410 S Volland Street Payable
Kennewick, WA 99337
Nason Yeager Gerson White & Accounts $123,627
Lioce, P.A. Payable
3001 PGA Blvd.
Suite 305
Palm Beach
Gardens, FL 33410
Salberg & Company, P.A. Accounts $11,336
2295 NW Corporate Blvd Payable
Suite 240
Boca Raton, FL 33431-7328
EEI ACQUISITION: Jan. 8 Plan Confirmation Hearing
-------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining the Joint Chapter 11 plan of Old Pole Co., Inc., f/k/a
EEI Acquisition Corp., together with P&G Capital, LLC, will be held
at 11:00 a.m. on January 8, 2019.
December 26, 2018 is fixed as the last day for filing and serving
in accordance with Fed. R. Bankr. P. 3017(a) written objections to
the disclosure statement.
Under the Plan, Class I - Secured Claim of Erie Bank, estimated to
total $23,000, is impaired. Estimated recovery to holders of
allowed claims and equity interests is 43.4%.
Class II - Secured Claim of Financial Business Loans, LLC,
estimated to total $247,446.92, is impaired. Estimated recovery to
holders of allowed claims and equity interests is 40.4%.
Class III - Secured Claim of National Funding, Inc., estimated to
total $143,788.10, is impaired. Estimated recovery to holders of
allowed claims and equity interests is 40%-100%.
Class IV - General Unsecured Claims, estimated to total $3,400,000,
is impaired. Estimated recovery to holders of allowed claims and
equity interests is 7.3%-9.7%.
Class V - Equity Interests of EEI is impaired.
Class VI - Equity Interests of P&G is impaired.
The Plan in this case describes the steps that Debtors EEI and P&G
will take to pay out the remaining funds in their accounts to
creditors. Once those funds are paid out and final tax returns are
filed, both companies will cease operations and will terminate
their legal existence.
A full-text copy of the Disclosure Statement dated December 10,
2018, is available at:
http://bankrupt.com/misc/ohnb18-1813963aih-145.pdf
About EEI Acquisition Corp.
d/b/a Engineered Endeavors
EEI Acquisition Corp., d/b/a Engineered Endeavors --
http://www.engend.com/-- designs and manufacturers tapered steel
pole structures for utility, transmission, substation, wireless
and disguised applications.
EEI Acquisition Corp., d/b/a Engineered Endeavors, filed a Chapter
11 petition (Bankr. N.D. Ohio Case No. 18-13963) on July 3, 2018.
In the petition was signed by Patrick H. Deloney, president, the
Debtor disclosed total assets of $2.71 million and total
liabilities of $8.88 million. The case is assigned to Judge Arthur
I. Harris. Thomas W. Coffey, Esq. of Coffey Law LLC, is the
Debtor's counsel.
FAST CASH: Case Summary & 11 Unsecured Creditors
------------------------------------------------
Debtor: Fast Cash Pawn, LLC
dba Southern Pawn
dba Pawn Now
4762 East Harmony Circle
Mesa, AZ 85206
Business Description: Fast Cash Pawn, LLC –-
https://pawnnowaz.com
-- buys, sells and pawns anything of value,
including legal guns, electronics, power
tools, jewelry, game systems, precious
metals, and more. The Company has served
the Phoenix, Mesa, Chandler, and Apache
Junction areas with eight pawn shop Valley
locations, three of which are located in
Phoenix.
Chapter 11 Petition Date: December 17, 2018
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 18-15233
Judge: Hon. Brenda K. Martin
Debtor's Counsel: Michael W. Carmel, Esq.
MICHAEL W. CARMEL, LTD.
80 E. Columbus Ave
Phoenix, AZ 85012-4965
Tel: 602-264-4965
Fax: 602-277-0144
E-mail: michael@mcarmellaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert J. Johnson, original manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at:
http://bankrupt.com/misc/azb18-15233.pdf
FERRELLGAS PARTNERS: Moody's Lowers CFR to Caa2, Outlook Neg.
-------------------------------------------------------------
Moody's Investors Service downgraded Ferrellgas Partners, LP's
Corporate Family Rating to Caa2 from B3, Probability of Default
Rating to Caa2-PD from B3-PD, and the senior unsecured notes rating
to Ca from Caa2. The Speculative Grade Liquidity Rating was
upgraded to SGL-3 from SGL-4 due to its balance sheet cash and
discontinuation of partnership distributions. At the same time,
Moody's downgraded Ferrellgas LP's senior unsecured notes to Caa2
from B3. The rating outlook remains negative.
"Ferrellgas's downgrade is driven by the company's continued high
financial leverage and increased likelihood of either debt
restructuring or distressed exchange," said Arvinder Saluja,
Moody's Vice President.
Downgrades:
Issuer: Ferrellgas Partners L.P.
Probability of Default Rating, Downgraded to Caa2-PD from B3-PD
Corporate Family Rating, Downgraded to Caa2 from B3
Senior Unsecured Notes, Downgraded to Ca (LGD6) from Caa2 (LGD6)
Issuer: Ferrellgas, L.P.
Senior Unsecured Notes, Downgraded to Caa2 (LGD4) from B3 (LGD4)
Upgrades:
Issuer: Ferrellgas Partners L.P.
Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4
Outlook Actions:
Issuer: Ferrellgas Partners L.P.
Outlook, Remains Negative
Issuer: Ferrellgas, L.P.
Outlook, Remains Negative
RATINGS RATIONALE
These actions reflect the challenges the company faces in growing
EBITDA and in reducing its elevated financial leverage while it
trying to expand market share in its core propane distribution
business. Moody's expects Ferrellgas to operate with high leverage
into 2020 even with no cash distribution burden, which
significantly increases refinancing risk on the $357 million notes
due June 2020. Ferrellgas has exhausted its restricted payment
basket and, under the indenture governing its 2020 notes, is unable
to pay distributions to unit holders until its fixed-charge
coverage recovers above 1.75x for trailing four quarters.
Ferrellgas's Caa2 CFR reflects high financial leverage of over 8x,
high uncertainty about EBITDA growth in the near term, heightened
risk of debt restructuring or distressed exchange, and the seasonal
nature of propane sales with significant dependency on cold weather
months and the associated volatility in cash flows. Despite its
inability to pay quarterly distributions (which have meant $40
million cash annual outflow), Moody's believes Ferrellgas will not
be able to materially delever quickly, even with a normal or cold
winter. The rating is favorably impacted by the partnership's
substantial scale and geographic diversification that facilitate
cost efficiencies in the fragmented propane distribution industry,
its utility-like services that provide a base level of revenue, and
a propane tank exchange business which generates complementary cash
flows during summer months.
Ferrellgas, LP (OLP) has $500 million in 6.5% senior unsecured
notes due 2021, $475 million 6.75% senior unsecured notes due 2022,
$500 million 6.75% senior unsecured notes due 2023, and a new $575
million senior secured revolving credit facility due May 2023
(unrated). Under Moody's Loss Given Default Methodology, the OLP's
senior unsecured notes are rated Caa2, same as the CFR due to the
priority claim of the sizeable senior secured bank facility offset
by $357 million 8.625% unsecured notes at Ferrellgas Partners. The
structural subordination of Ferrellgas's notes and the amount of
debt at the OLP result in 8.625% notes being rated Ca, two notches
beneath the Caa2 CFR.
Moody's expects Ferrellgas to have adequate liquidity in calendar
year 2019 as indicated by the SGL-3 rating. There will be a
continued need for growth capex but liquidity won't be hampered by
quarterly distributions. Ferrellgas averted the revolver
refinancing risk by closing on a new credit facility on May 4 to
replace its previous $575 million revolver due October 2018. The
current credit facility, due May 2023, consists of a $275 million
term loan and $300 million cash revolver. The previous revolver was
repaid and retired using the proceeds from the new term loan while
increasing the cash balance. Balance sheet cash was around $70
million at October 31. The new revolver is undrawn but has $113.1
million letters of credit issued under it as of October 31, leaving
less than $200 million availability and letter of credit remaining
capacity of $11.9 million. Moody's expects Ferrellgas to generate
EBITDA (adjusted for operating leases) approaching $270 million in
fiscal year 2019 assuming a close to normal winter. The
partnership's working capital needs are highly seasonal, with peak
borrowings during the winter season that can fluctuate
significantly with volatile propane prices. Financial covenants
under the new credit agreement require a modified fixed charge
ratio above 1x, and a senior secured leverage (including letters of
credit) ratio below 3x. Starting fiscal 2019, a 50% cash flow sweep
is also required. The partnership also has an accounts receivable
(A/R) securitization facility, which provides a variable monthly
borrowing limit ranging from $175 million to $250 million.
The negative outlook reflects potential balance sheet
restructuring. Ratings could be downgraded if Ferrellgas's
performance weakens further or if the company performs
restructuring including distressed exchanges A ratings upgrade is
unlikely in the near term. Factors that could support a rating
upgrade include earnings growth with debt/EBITDA approaching 6x and
EBITA/interest approaching 1.5x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
FIRST FLO: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: First Flo Corporation
5940 Buttermere Drive
Colorado Springs, CO 80906
Business Description: First Flo Corporation is a bank holding
company that owns Rocky Mountain Bank &
Trust.
Chapter 11 Petition Date: December 20, 2018
Court: United States Bankruptcy Court
District of Colorado (Denver)
Case No.: 18-20937
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: Duncan E. Barber, Esq.
SHAPIRO BIEGING BARBER OTTESEN LLP
7979 E. Tufts Avenue, Suite 1600
Denver, CO 80237
Tel: 720-488-0220
Fax: 720-488-7711
Email: dbarber@sbbolaw.com
Total Assets: $4,000,000
Total Liabilities: $10,065,000
The petition was signed by Dale E. Pike, board member/secretary.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at:
http://bankrupt.com/misc/cob18-20937.pdf
GOLDEN OIL: Unsecured Creditors to Get 4 Quarterly Payments
-----------------------------------------------------------
Golden Oil Holding Corporation filed a first amended combined plan
of reorganization and accompanying disclosure statement.
The unsecured Claims of Ace Services Inc., Gas Analysis Service,
Mo-te Inc, Poor Boys Hot Oil Service, Rig Equipment, and Oshino
Lamps America are claims under $1,500 and will remain in place, due
and owing, unless these creditors voluntarily agree to release
their claims.
The unsecured Claims of 2D Consulting, LLC, Endurance Lift
Solutions fkn John Crane Production, Jade Sales & Services Inc,
Mo-te Inc, R&L Chart Services Inc. are claims under $10,000 and
will remain in place, due and owing, unless these creditors
voluntarily agree to release their claims. The unsecured Claims of
Hurricane Air & Swab, Ralph McElvenny, Reliable Compression are
claims under $40,000 and will remain in place, due and owing,
unless these creditors voluntarily agree to release their claims.
All Other Allowed Unsecured Claims, classified in Class 4, are
impaired. Allowed Class 4 Claims shall will be paid in full,
without interest, in four equal quarterly installments commencing
on the first day of the first calendar quarter after the Effective
Date.
Class 5 - Subordinated Unsecured Claims are impaired. Allowed
Claims of Insiders. Allowed Class 5 Claims shall receive no
distribution under the DS/Plan until all other claims are
satisfied.
Class 6 - Allowed Interests of Equity Holders are impaired. Class 6
consists of the Equity Interests. Allowed Class 6 Interests shall
retain their Interest but shall receive no distribution under the
DS/Plan until all claims are satisfied.
This Plan applies only to the direct creditors of Debtor. The
Debtor's Plan is simple. The Debtor's parent company intends to pay
a sum of funds into the estate to be used to satisfy in full all
legitimate claims allowed against the Debtor. The source of funds
will be the infusion of cash from the parent company.
A full-text copy of the Disclosure Statement dated December 10,
2018, is available at:
http://bankrupt.com/misc/txsb18-1831594-96.pdf
Based in Houston, Texas, Golden Oil Holding Corporation, a
privately held company in Houston, Texas, in the oil and gas
extraction business, filed a voluntary Chapter 11 petition (Bankr.
S.D. Tex. Case No. 18-31594) on March 30, 2018. The case is
assigned to Judge Karen K. Brown. The Debtor is represented by
Edward L. Rothberg, Esq., at Hoover Slovack, LLP, in Houston,
Texas. At the time of filing, the Debtor had estimated assets of
$1 million to $10 million and estimated liabilities of $100,000 to
$500,000. The petition was signed by Ralph McElvenny, president
and director. A full-text copy of the petition containing, among
other items, a list of the Debtor's seven unsecured creditors is
available for free at http://bankrupt.com/misc/txsb18-31594.pdf
GREATER LEWISTOWN: Feb.14 Hearing on Disclosure Statement Approval
------------------------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining the Chapter 11 trustee's Chapter 11 plan of
reorganization filed by Greater Lewistown Shopping Plaza, L.P.,
will be held at on Feb. 14, 2019 at 10:00 A.M. Jan. 14 is fixed as
the last day for filing and serving written objections to the
disclosure statement.
The sole business of the Debtor is to operate the Greater Lewistown
Shopping Plaza, L.P. an improved commercial real property located
in Burnham, Pennsylvania. The improvements on the Property consist
of a strip shopping center anchored by J.C. Penney and Weis
Supermarket stores.
The purpose of the Chapter 11 filing by the Debtor was to seek
approval of a Plan through which either the Property would be sold
or the mortgage indebtedness secured by the Property would be
reorganized and restructured. At the time of filing, the Property
was encumbered by mortgages held MSCI 2006-IQ11 Logan Boulevard
Limited Partnership and Kish Bank, more fully described herein.
There is only one filed unsecured claim, in the amount of
$97,178.82, and the Trustee specifically reserves his right to
object to that claim.
General unsecured creditors are impaired and no payment is expected
except as otherwise provided in the Sale Order.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y7627lvn from PacerMonitor.com at no charge.
About Greater Lewistown Shopping Plaza
Greater Lewistown Shopping Plaza LP sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on
Feb. 23, 2017. The petition was signed by Nicholas J Moraitis,
president, NJM Lewistown Properties, Inc., sole general partner of
Greater Lewistown Shopping Plaza, L.P. At the time of the filing,
the Debtor estimated assets and liabilities of $10 million to $50
million.
The case is assigned to Judge Robert N Opel II.
The Debtor tapped Gary J. Imblum, Esq., at Imblum Law Offices,
P.C., as counsel.
John P. Neblett, Esq., was appointed Chapter 11 trustee in the
Debtor's case. The Trustee tapped Mick Trombley Commercial Real
Estate Services as real estate agent.
GREEN PHARMACEUTICALS: Case Summary & 15 Unsecured Creditors
------------------------------------------------------------
Debtor: Green Pharmaceuticals, Inc.
591 Constitution Ave., Bldg. A
Camarillo, CA 93012
Business Description: Green Pharmaceuticals, Inc. --
https://snorestop.com -- is a privately held
company in Camarillo, California offering
its
flagship brand SnoreStop, an easy-to-use
sprays and tablets that help people to
experience a good night's sleep. SnoreStop
is
the only medically proven over-the-counter
natural solution to snoring that is not a
device.
Chapter 11 Petition Date: December 19, 2018
Court: United States Bankruptcy Court
Central District of California (Santa Barbara)
Case No.: 18-12087
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Steven R. Fox, Esq.
THE FOX LAW CORPORATION, INC.
17835 Ventura Blvd Ste 306
Encino, CA 91316
Tel: 818-774-3545
Fax: 818-774-3707
E-mail: emails@foxlaw.com
srfox@foxlaw.com
Total Assets: $380,735
Total Liabilities: $3,951,007
The petition was signed by Dominique De Rivel, president and chief
executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb18-12087.pdf
HANESBRANDS INC: Egan-Jones Lowers Senior Unsecured Ratings to BB-
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Hanesbrands Incorporated to BB- from BB.
Hanesbrands Inc. is an American clothing company based in
Winston-Salem, North Carolina. It employs 65,300 people
internationally. On September 6, 2006, the company was spun off by
the Sara Lee Corporation.
HEKMATJAH FAMILY: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Hekmatjah Family Limited Partnership
11320 Ventura Boulevard
Studio City, CA 91604
Business Description: Hekmatjah Family Limited Partnership is a
real estate lessor whose principal assets
are located at 9315 Alcott Street Los
Angeles, CA 90035.
Chapter 11 Petition Date: December 17, 2018
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Case No.: 18-13023
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: Stella A. Havkin, Esq.
HAVKIN & SHRAGO, A PROFESSIONAL CORPORATION
5950 Canoga Avenue, Ste 400
Woodland Hills, CA 91364
Tel: 818-999-1568
Fax: 818-305-6040
E-mail: stella@havkinandshrago.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Daniel Braum, general partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb18-13023.pdf
HELLO NEWMAN: Unsecured Creditors to Get 0% Under Trustee's Plan
----------------------------------------------------------------
Albert Togut, solely in his capacity as the Chapter 11 trustee of
the Estate of Hello Newman, Inc., filed a Chapter 11 plan and
accompanying disclosure statement.
Class 1(b) - SBA Secured Claim is impaired with estimated amount of
allowed Claims of $500,000. The estimated recovery is 86%. The
Holder will receive pursuant to the Plan Support Agreement, in full
satisfaction of the SBA Secured Claim, cash in an amount equal to
$500,000.
Class 1(d) - NYCTL Secured Claim is impaired with estimated amount
of allowed Claims of $272,101. Estimated recovery is 96%. The
Holder shall receive pursuant to the Plan Support Agreement, in
full satisfaction of the NYCTL Secured Claim, cash in an amount
equal to the unpaid principal amount of its claim and the unpaid
interest accrued on such amount until the date of receipt by the
Holder of such Cash payment,
which shall not be less than $272,101.
Class 4 - General Unsecured Claims is impaired with estimated
amount of allowed Claims of $0-$583,699. The estimated recovery is
0% Holder of an Allowed General Unsecured Claim shall neither
receive nor retain any Distribution, property, or interest in
property on account of such Claim; provided, that, in the event all
Administrative Claims and all Claims that are senior to Allowed
General Unsecured Claims have been satisfied, Holders of Allowed
General Unsecured Claims may receive a Pro Rata distribution of any
remaining assets of the Estate.
Class 5 - Interests in the Debtor are impaired and the estimated
recovery is 0%. On the Effective Date, all Interests in the Debtor
shall be extinguished and the Holders thereof shall receive no
Distribution on account of such Interests.
The Plan will be funded by Cash on hand on the Effective Date, the
Transaction Proceeds, and the proceeds from the liquidation of any
other available Assets. As soon as reasonably practicable after the
Transaction is consummated, the Transaction Proceeds will be
transferred to the Post Confirmation Fund and will be used to
satisfy obligations under the Plan in accordance with the terms and
conditions of the Plan.
A full-text copy of the Disclosure Statement dated December 10,
2018, is available at:
http://bankrupt.com/misc/nysb18-1612910scc-181.pdf
About Hello Newman
Hello Newman Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12910) on Oct. 17,
2016. In the petition signed by Philip Hartman, secretary, the
Debtor disclosed $14 million in assets and $4.69 million in
liabilities.
The case is assigned to Judge Shelley C. Chapman.
The Debtor hired Rosenberg, Musso & Weiner, LLP, as its legal
counsel.
The Office of the U.S. Trustee appointed Albert Togut as Chapter 11
trustee for the Debtor. The Chapter 11 trustee tapped his own
firm, Togut, Segal & Segal LLP, as counsel. The Trustee also
tapped Warburg Realty as real estate broker and Andrew W. Plotzker
as accountant.
No committee of unsecured creditors has been appointed in the case.
HORIZON PHARMA: Moody's Affirms B2 CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Horizon Pharma,
Inc., a subsidiary of Horizon Pharma plc including the B2 Corporate
Family Rating, the B2-PD Probability of Default Rating, the Ba2
senior secured rating and B3 senior unsecured rating. Moody's also
affirmed the SGL-1 Speculative Grade Liquidity Rating. At the same
time, Moody's revised the rating outlook to stable from negative.
Ratings affirmed:
Corporate Family Rating, at B2
Probability of Default Rating, at B2-PD
Senior secured term loan, at Ba2 (LGD2)
Senior unsecured notes, at B3 (LGD4)
Speculative Grade Liquidity Rating, at SGL-1
Rating outlook:
Revised to stable from negative.
The revision in the rating outlook reflects the ongoing evolution
of Horizon's business profile from primary care products to rare
disease products, good deleveraging prospects from earnings growth,
and good pipeline opportunities especially in thyroid eye disease.
RATINGS RATIONALE
Horizon's credit profile reflects its modest size within the
pharmaceutical industry with annual revenue of about $1.1 billion.
Horizon's efficient operating structure, with high profit margins
and a low tax rate, results in good cash flow. Horizon's drugs for
rare diseases have high price points, solid growth potential, and
generally high barriers to entry. Key pipeline opportunities
include the thyroid eye disease drug teprotumumab and expanding
uses of Krystexxa.
However, the credit profile also reflects high financial leverage
and the risks associated with a business transformation towards
rare disease products. Horizon's primary care business faces weak
volume trends, pricing pressure, and unresolved legal exposures.
The durability of the primary care products is uncertain because of
payer pushback, and several face unresolved patent challenges.
Horizon's gross debt/EBITDA will remain in excess of 5x, although
its free cash flow to debt will remain above of 10%.
The SGL-1 Speculative Grade Liquidity rating reflects very good
liquidity based on cash on hand, reported at over $800 million as
of September 30, 2018, and good free cash flow over the next 12 to
18 months.
The rating outlook is stable reflecting its expectation that
Horizon's orphan disease and rheumatology products will continue to
grow but that gross debt/EBITDA will remain elevated in excess of
6.0x times.
Factors that could lead to an upgrade include solid organic revenue
growth with improving product diversity, progress at favorably
resolving patent challenges, and resolution of outstanding
Department of Justice subpoena into marketing and commercialization
practices. Specifically, debt/EBITDA sustained below 5.0 times
could lead to an upgrade.
Conversely, factors that could lead to a downgrade include
escalation of legal risks, or erosion of cash flow that may arise
from declining volumes, significant pricing pressure, or generic
competition for key products. Specifically, debt/EBITDA sustained
above 7.0 times could lead to a downgrade.
Headquartered in Lake Forest, Illinois, Horizon Pharma, Inc., is an
indirect wholly-owned subsidiary of Dublin, Ireland-based Horizon
Pharma plc (collectively "Horizon"). Horizon is a publicly-traded
specialty pharmaceutical company focused on developing and
commercializing innovative medicines that address unmet treatment
needs for rare and rheumatic diseases. Net annual revenues total
approximately $1.1 billion.
ICON EYEWEAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Icon Eyewear, Inc.
5 Empire Boulevard
South Hackensack, NJ 07606
Business Description: Founded in 1987, Icon Eyewear, Inc. --
https://www.iconeyewear.com/ -- is a
designer and creator of the latest fashion
and active sunglasses and reading glasses
for womens, mens, juniors, and kids. The
company's wholesale distribution network
reaches more than 12,000 stores worldwide,
while partnering with nearly a dozen
factories in Asia, and establishing
quality-control and sourcing offices in
Europe and Asia. The company operates out
of its 130,000 square foot creative studio,
operations and distribution facility in
South Hackensack, New Jersey.
Chapter 11 Petition Date: December 20, 2018
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Case No.: 18-34902
Judge: Hon. John K. Sherwood
Debtor's Counsel: David M. Bass, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
Hackensack, NJ 07601
Tel: 201-489-3000
Fax: 201-678-6359
E-mail: dbass@coleschotz.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Brian Liston, Sr. VP of Finance.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb18-34902.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Packaging $2,434,088
17/F. Wenzhou
International Trade Centre
8 Liming Rd.,(W).
Rd(W), Wenzhou
Wenzhou, China
LinHai KaiFei $880,419
Optical Co., Ltd.
DeFen Banyan
Industrial Zone
DuQiao Town,
LinHai, Taizhou
Zhejiang Province,
China
Ephraim Zinkin $400,000
487 Harrison Avenue
Highland Park, NJ 08904
Calares - Naturalizer/Franco $291,500
830 Maryland Avenue
Saint Louis, MO 63105
FedEx Freight $150,143
2200 Forward Drive
Harrison, AR
72602-0840
1001 Sixth Associates $103,121
ABS Partners Real Estate, LLC
200 Park Avenue South
New York, NY 10003
Janice Ahn $100,000
690 Long Bridge Street
#1301 San Francisco, CA 94158
IP Holdings Unltd LLC $93,750
103 Foulk Road, Suite 116
Wilmington, DE 19803
Chase Card Services $77,802
PO Box 15153
Wilmington, DE
19886-5153
AAA License Company LLC $63,012
1231 Long Beach Avenue
Los Angeles, CA 90021
Michael Cotton $62,800
77 East 119th Street, Apt 2
New York, NY 10035
Park City Group $55,420
299 S. Main Street, Suite 2225
Salt Lake City, UT 84111
B & G Plastics, Inc. $50,775
37 Empire Street
Newark, NJ
07114-1409
O.E.C. Express Corp. $46,478
153-63 Rockaway Blvd.
Jamaica, NY 11434
Market Connect Group $39,976
200 Broadacres Drive
Bloomfield, NJ 07003
Paige Packaging $38,993
1 Paul Kohner Place
Elmwood Park, NJ 07407
Williamson-Dickie Mfg. Co. $34,428
509 W Vickery Blvd.
Fort Worth, TX76104
Lawrence Service LLC $32,604
1405 Xenium Lane North, Suite 250
Plymouth, MN 55441
Gottlieb, Rackman & Reisman, P.C. $31,312
270 Madison Avenue
New York, NY 10016-0601
Bureau Veritas $30,867
Hong Kong WIRE
1/F Pacific Trade Center
2 Kai Hing Road
Kowloon Bay
Hong Kong
ICON EYEWEAR: Files for Chapter 11 to Pursue Restructuring
----------------------------------------------------------
Icon Eyewear, Inc., a New Jersey-based eyewear supplier, sought
Chapter 11 protection to pursue a debt restructuring.
The Debtor is a New Jersey corporation with its principal assets
and main operations in South Hackensack, New Jersey. The Debtor
is owned by Michael and Julie Chang, with Michael holding 51% of
the equity in the Debtor and Julie holding the remaining 49%.
Founded in 1987, the Debtor manufactures and imports fashion and
active sunglasses, reading glasses, and accessories for men, women,
and children. Primarily, the Debtor manufactures eyewear under an
array of private-label, licensed, and proprietary brands. The
Debtor supplies its clients with wholesale goods for resale to
end-users. Its private-label retailers -- which comprise roughly
88% of the company's business -- include Nordstrom, Forever 21,
Urban Outfitters, The Buckle, Ann Taylor, JC Penney, Kroeger,
Costco, Target, and Walmart. The Debtor's licensed brand portfolio
features names such as Dickies, Zoo York, Geoffrey Beene, Franco
Sarto, and Sag Harbor.
The Debtor maintains its center of operations, including its
corporate offices and a 135,000 square-foot distribution facility,
in South Hackensack, New Jersey. The Debtor also maintains a
showroom in New York City. The Debtor manufactures its goods in
Asia. It has international sourcing offices in Asia as well as
corporate offices and quality control factory teams in Asia.
In 2015 and 2016, the Debtor's net sales totaled approximately
$42-44 million, with EBITDA in excess of $2 million each year. In
2017, the Debtor's net sales totaled approximately $32 million,
with an EBITDA loss of approximately $1.3 million.
As of the Petition Date, the Debtor has approximately 70 employees,
of whom approximately half are salaried employees and half are
employed on an hourly basis.
Capital Structure
As of the Petition Date, the Debtor has assets (at book value) of
approximately $11 million and liabilities of approximately $15
million. Its indebtedness includes:
(i) $7.8 million is owing to M&T Bank, Manufacturers and
Traders Trust Company pursuant to a secured, revolving asset-based
loan. M&T ceased providing any funding to the Debtor after
declaring the M&T loan to be in default pursuant to a letter dated
August 29, 2018.
(ii) $730,000 is outstanding under promissory notes provided by
Three S Investments, LLC, an entity owned by Michael Chang,
pursuant to a Second Lien Security Agreement. The Three S Loans,
which expressly subordinate to the M&T Loan, were arranged by the
Debtor in the weeks leading to the Petition Date.
(iii) As of the Petition the Debtor owes its trade creditors in
excess of $5.4 million.
(iv) The Debtor owes insiders, including Michael Chang,
approximately $1,363,000, which amounts are unsecured.
As of the Petition Date, the Three S Notes were assigned to Five
Comets, LLC, an entity in which the Changs are each a member. On
that same date, Five Comets agreed, subject to approval by the
Bankruptcy Court, to extend up to an additional $2,270,000 in
debtor-in-possession financing to the Debtor. The proposed
debtor-in-possession financing will be subordinate in all respects
to the M&T Loan, but senior in priority to the amounts initially
advanced by Three S.
Events Leading to Chapter 11
Brian Liston, senior VP of Finance, explains that the Debtor
operated profitably until 2017 when two one-time events -- the loss
of a major portion of its sales to its largest account and a change
in the buying process of its third largest account -- caused sales
to drop precipitously. The Debtor's management at the time did not
anticipate the lasting impact these events would have on the
Debtor's sales and bottom line and, therefore, did not react
quickly enough to these changes.
As a result of the Debtor's declining sales and distressed
financial condition, in September of 2018, the Debtor's owners
revamped the Debtor's management in an effort to stem losses.
Among other initiatives, the Debtor's president was terminated and
its former president, Bruce Bartley, was rehired as interim
president to effectuate a turnaround. Prior to his retirement in
late 2016, Bartley, a 47-year veteran of the industry, had spent 10
years as the Debtor's president. Upon Bartley's return to the
Debtor, he immediately undertook efforts to cut expenses and
increase revenue by, among other things, (i) reducing redundancy
and improving efficiencies in staffing, (ii) implementing more
efficient inventory procedures that resulted in fewer hours being
expended by warehouse staff, and (iii) working to secure
incremental licenses invaluable to maintaining and growing sales.
In total, these changes allowed the Debtor to reduce salary expense
by approximately 20% year-over-year. Bartley also implemented a
plan to eliminate unprofitable product conversions, re-engineer
certain assembly functions, and expand product offerings in better
quality Goods targeting higher margin sales.
Even with the Debtor's efforts to implement an operational
restructuring, it fell out of formula under the M&T Loan, prompting
M&T to call the M&T Loan into default. On Aug. 29, 2018, M&T sent
the Debtor a Notice of Default, Demand for Payment and Reservation
of Rights. Following the Notice of Default, M&T refused to make
further advances under the Debtor's revolving credit facility,
further constraining the Debtor as it attempted to revamp its
business.
In the weeks leading up to the Petition Date, the Debtor has worked
to address its liquidity crisis. In that regard, in October of
2018, the Debtor retained Getzler Henrich & Associates LLC, a
financial advisory firm, charging Getzler Henrich with locating
other sources of financing and working with the Debtor to address
the Debtor's defaulted debt with M&T.
Although discussions with M&T have been productive since the onset
of the Debtor's financial distress, M&T has not agreed to provide
any advances to the Debtor and has not agreed to subordinate its
liens or debt to any lender that would otherwise have been prepared
to extend a loan to the Debtor. Without adequate liquidity to
continue operations, the Debtor obtained loans and commitments from
Michael Chang and/or entities in which he is affiliated
(capitalized by Michael Chang, his family members, and his business
associates), including Three S and Five Comets, to provide ongoing
financing to the Debtor. The critical funding provided by Michael
Chang and his affiliates has helped the Debtor avoid the need to
immediately cease operations and liquidate its assets.
Notwithstanding the commitments of Three S and Five Comets, the
Debtor needs to restructure its debt and secure ongoing asset-based
financing to support its operations.
Accordingly, the Debtor, with the assistance of its professionals,
including Getzler Henrich, engaged in discussions with M&T aimed at
being able to attract a new asset-based lender. The Debtor has
reached an agreement in principal with M&T to restructure and repay
the M&T Loan, to be implemented in the chapter 11 case. The
agreement with M&T includes a significant discount on the Debtor's
obligation and is expressly contingent on the Debtor paying off the
discounted portion of the M&T Loan on or before Feb. 28, 201[9].
In light of the exigency imposed by the Feb. 28, 201[9] payoff
deadline, the Debtor anticipates filing a plan of reorganization
and disclosure statement in short order, seeking preliminary
approval of its disclosure statement, and requesting a combined
hearing on its plan and disclosure statement on or before Feb. 28,
201[9].
With the restructuring and discounted payment of the M&T Loan, and
the continued implementation of its operating initiatives, the
Debtor believes that its financial condition will continue to
improve. However, absent the chapter 11 to implement its
operational and financial restructuring, the Debtor will be forced
to cease operations and liquidate its assets. In a liquidation,
the Debtor's creditors, other than M&T, will receive nothing on
account of their claims. The Debtor has thus filed this chapter 11
case to preserve value, implement its restructuring, and emerge as
a financially sound entity. The Debtor believes that a chapter 11
filing is its best option for maximizing value for all
stakeholders.
Chapter 11 Filings
The Debtor has evaluated its various restructuring options and
determined that the best way to preserve its going concern value
for the benefit of all stakeholders was to commence a chapter 11
case.
Specifically, the Debtor has filed the chapter 11 case to achieve a
restructuring. Through the chapter 11, the Debtor intends to
continue operations with the funding provided by
debtor-in-possession financing from Five Comets, implement the
restructuring and refinance of the M&T Loan (at the agreed-upon
discount) to attract a new exit facility lender on favorable terms,
and emerge without the burdensome debt load currently preventing
the Debtor from operating profitably. The Debtor believes that
these initiatives, coupled with the changes to management and
operations, will stabilize its operations and allow it to thrive
upon emergence, preserve dozens of jobs, and continue to provide
significant value to its customers and end-users.
In the interim, the Debtor has asked the Court to consider, on an
expedited basis, certain First Day Motions. The First Day Motions
are designed to (a) enable the Debtor to operate effectively, ease
the Debtor's transition into chapter 11, and mitigate potentially
adverse effects of the chapter 11 filing; (b) minimize disruption
of the Debtor's ability to continue providing quality service to
its customers and, thus, preserve its customers' confidence and
ensure their continued patronage; (c) maintain and bolster employee
morale so as to reduce employee attrition during the Debtor's
chapter 11 proceeding, which would have a detrimental impact on the
Debtor's business and customer service; and (d) maintain the going
concern value of the Debtor's business and assets while it
reorganizes.
The Debtor has asked the Court to consider the following First Day
Motions:
(a) Motion for Entry of an Order Extending the Debtor's Time to
File Schedules of Assets and Liabilities and Statements of
Financial Affairs,
(b) Motion of Debtor for Orders Prohibiting Utility Providers
From Altering, Refusing, or Discontinuing Utility Service,
(c) Debtor's Motion for an Order Authorizing the Debtor to
Continue and Maintain Its Existing Bank Accounts and Business
Forms, and
(d) Debtor's Motion for an Order Authorizing the Debtor to (A)
Pay Pre-Petition Wages and Related Obligations.
Each of these First Day Motions is crucial to the Debtor's
restructuring efforts and preservation of the Debtor's assets and
estate.
A copy of the affidavit in support of the First Day Motions is
available at Pacer Monitor at
https://www.pacermonitor.com/case/26492497/Icon_Eyewear,_Inc
About Icon Eyewear
Founded in 1987, Icon Eyewear, Inc. -- https://www.iconeyewear.com/
-- is a designer and creator of the latest fashion and active
sunglasses and reading glasses for womens, mens, juniors, and kids.
The company's wholesale distribution network reaches more than
12,000 stores worldwide, while partnering with nearly a dozen
factories in Asia, and establishing quality-control and sourcing
offices in Europe and Asia. The company operates out of its
130,000-square foot creative studio, operations and distribution
facility in South Hackensack, New Jersey.
Icon Eyewear sought Chapter 11 protection (Bankr. D.N.J. Case No.
18-34902) on Dec. 20, 2018. The Hon. John K. Sherwood is the case
judge.
COLE SCHOTZ P.C., led by David M. Bass, Esq., is the Debtor's
counsel.
In the petition signed by Brian Liston, Sr. VP of Finance, the
Debtor estimated assets of $10 million to $50 million and debt of
the same range as of the bankruptcy filing.
JACKIES COOKIE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jackies Cookie Connection LLC
12109 Santa Monica Blvd
Los Angeles, CA 90025
Business Description: Jackies Cookie Connection LLC is a baking
Company specializing in cookies. Jackie 's
cookies are available online at
https://www.jackiescookieconnection.com/
or at their four LA locations: Century City
Mall, Hollywood & Highland, The Village at
Topanga and their new bakery at 12109 Santa
Monica Blvd in Santa Monica.
Chapter 11 Petition Date: December 17, 2018
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 18-24571
Judge: Hon. Neil W. Bason
Debtor's Counsel: Derrick Talerico, Esq.
ZOLKIN TALERICO LLP
12121 Wilshire Blvd., Suite 1120
Los Angeles, CA 90025
Tel: 424-500-8552
E-mail: dtalerico@ztlegal.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rachel Galant, managing member and CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/cacb18-24571.pdf
K.M. VILLAS: Jan. 24 Plan Confirmation Hearing
----------------------------------------------
The Bankruptcy Court has approved the disclosure statement filed in
support of the proposed Chapter 11 plan of reorganization for K.M.
Villas LLC.
Confirmation hearing will be held on Jan. 24, 2019 at 1:30 p.m.
Jan. 10 is deadline for objections to confirmation.
Under the latest plan, creditors holding Class 4 general unsecured
and undersecured claims will be paid 0.8047% of their allowed
claims. These creditors will share pro-rata in a total
distribution of $5,000, which will be paid in one lump sum on the
effective date of the plan. This payment will be made by K.M.
Villas' principal Lonnie Kevin Hinds.
Although HSBC Bank is entitled to a general unsecured claim in the
amount of $715,335.04 pursuant to a stipulation, K.M. Villas will
not make any payment to the bank on account of such claim.
The plan will be funded primarily from cash flow from the operation
of K.M. Villas' real estate business. The company believes it will
be able to generate sufficient net income on a monthly basis to pay
all its obligations. Furthermore, the plan will be partially
funded through infusions of capital from K.M. Villas' principal,
according to the company's latest disclosure statement filed on
Oct. 18.
A copy of the second amended disclosure statement is available for
free at:
http://bankrupt.com/misc/flsb15-14807-260.pdf
A copy of the second amended plan of reorganization is available
for free at:
http://bankrupt.com/misc/flsb15-14807-259.pdf
About K.M. Villas
K.M. Villas LLC, based in Miami, Florida, owns a four-unit
residential building located at 930-934 N. Harper Avenue, West
Hollywood, California. The Debtor has valued the property at $1.30
million.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 15-14807) on March 16, 2015. The Debtor listed $1.3
million in assets and $2.76 million in liabilities. The petition
was signed by Kevin Hinds, member.
Judge Robert A. Mark presides over the case. The Debtor tapped
Leiderman Shelomith Alexander + Somodevilla, PLLC as its legal
counsel.
KENTUCKY HIGHER EDUCATION: Fitch Cuts Series 2013-1 Notes to BBsf
-----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Kentucky
Higher Education Student Loan Corp., Series 2013-1:
-- Series 2013-1 notes downgraded to 'BBsf' from 'Asf'; Outlook
Negative.
Fitch Ratings has taken the following rating actions on Kentucky
Higher Education Student Loan Corp., Series 2013-2:
-- Series 2013-2 notes downgraded to 'AAsf' from 'AAAsf'; Outlook
revised to Negative from Stable.
In the past year, prepayment rates (voluntary and involuntary) for
both trusts' student loans have decreased, the weighted average
remaining term of the loans has decreased slowly, and the
percentage of borrowers in Income Based Repayment plans have
increased. The Outlook Negative is due to the possibility of these
trends continuing, leading to further downgrades.
KEY RATING DRIVERS
U.S. Sovereign Risk: The trusts' collateral comprises 100% Federal
Family Education Loan Program (FFELP) loans, with guaranties
provided by eligible guarantors and reinsurance provided by the
U.S. Department of Education (ED) for at least 97% of principal and
accrued interest. The U.S. sovereign rating is currently
'AAA'/Outlook Stable.
Collateral Performance for Kentucky 2013-1: Fitch assumes a base
case default rate of 24.3% and a 72.8% default rate under the 'AAA'
credit stress scenario. The base case default assumption of 24.3%
implies a constant default rate of 5.0% (assuming a weighted
average life of 4.9 years) consistent with a sustainable constant
default rate utilized in the maturity stresses. Fitch applies the
standard default timing curve in its credit stress cash flow
analysis. The claim reject rate is assumed to be 0.25% in the base
case and 2.0% in the 'AAAsf' case. The TTM levels of deferment,
forbearance, and income-based repayment (prior to adjustment) are
10.8%, 7.4%, and 33.5%, respectively, and are used as the starting
point in cash flow modeling. The sustainable constant prepayment
rate (voluntary and involuntary) utilized for modeling is 12.0%.
Subsequent declines or increases are modeled as per criteria. The
borrower benefit is assumed to be approximately 0.08%, based on
information provided by the sponsor. The ratings fail Fitch's 'Bsf'
cash flow scenarios marginally. However, the ratings are maintained
at 'BBsf', in line with FFELP rating criteria, because a slight
change in future economic environment could result in full
repayment of bonds by maturity dates.
Collateral Performance for Kentucky 2013-2: Fitch assumes a base
case cumulative default rate of 20.75% and a 62.25% default rate
under the 'AAAsf' credit stress scenario. Fitch assumes a
sustainable constant default rate of 4.5% and a sustainable
constant prepayment rate (voluntary and involuntary) of 13.0% in
cash flow modeling. Fitch applies the standard default timing
curve. The claim reject rate is assumed to be 0.25% in the base
case and 2.0% in the 'AAAsf' case. The TTM average of deferment,
forbearance, and income-based repayment (prior to adjustment) are
7.8%, 6.9%, and 31.0%, respectively, and are used as the starting
point in cash flow modeling. Subsequent declines or increases are
modeled as per criteria. The borrower benefit is assumed to be
approximately 0.18%, based on information provided by the sponsor.
Fitch's student loan ABS cash flow model indicates that the notes
are not paid in full on or prior to the legal final maturity dates
under the 'AAAsf' maturity rating stress, leading to the downgrade
to 'AAsf'.
Basis and Interest Rate Risk for Kentucky 2013-1: Basis risk for
this transaction arises from any rate and reset frequency mismatch
between interest rate indices for SAP and the securities. As of
August 31, 2018, all notes are indexed to one-month LIBOR. 99.5% of
the trust student loans are indexed to one-month LIBOR, and the
remaining 0.5% of the trust student loans are indexed to 91 Day
T-Bill.
Basis and Interest Rate Risk for Kentucky 2013-2: Basis risk for
this transaction arises from any rate and reset frequency mismatch
between interest rate indices for SAP and the securities. As of
April 2018, 6.1% of the trust student loans are indexed to 91-day
T-bill and 93.9% of the assets are indexed to one-month LIBOR. All
notes are indexed to one-month LIBOR.
Payment Structure for Kentucky 2013-1: Credit enhancement (CE) is
provided by excess spread and a reserve account. As of the August
2018 collection period, total effective parity was calculated by
Fitch at 113.77%. Liquidity support is provided by a reserve, which
is currently sized at the floor of $845,700. This transaction has a
turbo structure and will not release cash until the notes are paid
in full.
Payment Structure for Kentucky 2013-2: Credit enhancement (CE) is
provided by overcollateralization and excess spread. As of April
2018, the reported total parity ratio (which include principal, all
accrued interest including accrued interest to be capitalized, and
the reserve) is 113.42% (11.8% CE). Liquidity support is provided
by a reserve account sized at the floor of $576,000. The
transaction will not release cash until the notes are paid in
full.
Operational Capabilities: Day-to-day servicing is provided by
Kentucky Higher Education Student Loan Corp. (KHESLC) with back-up
servicing provided by Nelnet Servicing, LLC. Fitch believes both to
be an acceptable servicer of FFELP student loans.
RATING SENSITIVITIES
'AAAsf' rated tranches of most FFELP securitizations will likely
move in tandem with the U.S. sovereign rating, given the strong
linkage to the U.S. sovereign by nature of the reinsurance and SAP
provided by ED. Sovereign risks are not addressed in Fitch's
sensitivity analysis.
Fitch conducted a CE sensitivity analysis by stressing both the
related lifetime default rate and basis spread assumptions. In
addition, Fitch conducted a maturity sensitivity analysis by
running different assumptions for the IBR usage and prepayment
rate. The results should only be considered as one potential model
implied outcome as the transaction is exposed to multiple risk
factors that are all dynamic variables.
For Kentucky 2013-1:
Credit Stress Rating Sensitivity
-- Default increase 25%: class A 'CCCsf';
-- Default increase 50%: class A 'AAAsf';
-- Basis Spread increase 0.25%: class A 'CCCsf';
-- Basis Spread increase 0.5%: class A 'CCCsf'.
Maturity Stress Rating Sensitivity
-- CPR decrease 25%: class A 'CCCsf';
-- CPR decrease 50%: class A 'CCCsf';
-- IBR Usage increase 25%: class A 'CCCsf';
-- IBR Usage increase 50%: class A 'CCCsf'.
For Kentucky 2013-2:
Credit Stress Rating Sensitivity
-- Default increase 25%: class A 'AAAsf';
-- Default increase 50%: class A 'AAAsf';
-- Basis Spread increase 0.25%: class A 'AAAsf';
-- Basis Spread increase 0.5%: class A 'AAAsf'.
Maturity Stress Rating Sensitivity
-- CPR decrease 25%: class A 'BBsf';
-- CPR decrease 50%: class A 'CCCsf';
-- IBR Usage increase 25%: class A 'BBBsf';
-- IBR Usage increase 50%: class A 'Bsf'.
It is important to note that the stresses are intended to provide
an indication of the rating sensitivity of the notes to unexpected
deterioration in trust performance. Rating sensitivity should not
be used as an indicator of future rating performance.
USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
KESTREL ACQUISITION: Moody's Hikes Sr. Secured Loans Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service today upgraded the rating assigned to
Kestrel Acquisition, LLC's senior secured credit facilities to Ba3
from B1 following a lower-than-anticipated increase to the term
loan B amount. Kestrel has closed on a $50 million increase in its
term loan compared to $150 million previously anticipated. The
rating outlook is stable.
Proceeds from the incremental debt were used to pay a special
dividend to Platinum Equity (Platinum), Kestrel's owner.
After the incremental debt, Kestrel's senior secured credit
facilities consist of a $450 million term loan B due 2025 and a $40
million revolving credit facility due 2023.
RATINGS RATIONALE
The one notch upgrade reflects the benefits of a lower debt quantum
under the senior secured term loan which is expected to result in
higher projected key financial metrics and a more manageable
refinancing risk profile at debt maturity. Following the completion
of the recapitalization and payment of a special dividend,
Platinum's invested equity capital in the Project approximates $100
million.
With the completion of the more modest recapitalization, Kestrel's
financial performance over the next several years appear to be
appropriate for the low-end of the Ba rating category.
Specifically, for the three year period 2019-2021, Moody's
forecasts Kestrel's ratio of project cash from operations to debt
in a range of 9-11%, annual average debt service coverage of 2.1
times and debt-to-EBITDA less than 5 times. Its prior expectations
for these specific metrics, based on the $150 million upsizing of
the debt, were for project cash from operations to debt to be 5-7%,
annual average debt service coverage below 2 times and
debt-to-EBITDA in excess of 5 times. Also, Moody's anticipates that
cash flow generation will reduce the debt at maturity to an
estimated range of $200-250 million, or $250-$300 kw, which appears
manageable in light of Kestrel's generating profile and firm
transportation and gas supply contractual arrangements that provide
Kestrel a competitive advantage.
While the originally planned increase in leverage anticipated in
its November 15th rating action has not materialized, Moody's views
Platinum's financial policy to be opportunistic and aggressive. As
such, the re-introduction of incremental leverage into the capital
structure would likely trigger a rating downgrade.
Rating Outlook
The stable outlook assumes Kestrel achieves operational metrics
in-line with recent history, including a capacity factor in excess
of 60% and a net heat rate of approximately 7,100 Btu/Kwh, and
benefits from the firm transportation and gas supply contractual
arrangements, enabling financial performance to remain in line with
its expectations and consistent with the lower end of the Ba rating
category.
Factors that could lead to an upgrade
A rating upgrade is highly unlikely given Kestrel's recent
incurrence of incremental debt. In the absence of recapitalization,
should Kestrel be able to produce financial performance that
results in project cash from operations and debt service coverage
in excess of 15% and 3 times, respectively, on a sustained basis
could potentially trigger positive rating action.
Factors that could lead to a downgrade
Kestrel has used its financial flexibility at the Ba3 rating level
with the $50 million upsize. As such, any incremental term loan
debt is likely to result in a downgrade. Moreover, the rating could
be downgraded if market pricing conditions or operating performance
issues cause project cash from operations to debt to fall below 7%
and debt service coverage below 1.8 times on a sustained basis.
The principal methodology used in these ratings was Power
Generation Projects published in June 2018.
Kestrel owns the 810 megawatt (MW) Hunterstown Generation Facility,
located in Gettysburg, PA. Kestrel is wholly owned by affiliates of
the private equity firm Platinum.
KORE WIRELESS: Moody's Lowers Rating on 1st Lien Loans to B3
------------------------------------------------------------
Moody's Investors Service affirmed KORE Wireless Group Inc.'s B3
Corporate Family rating and B3-PD Probability of Default rating.
The proposed senior secured first lien term loan and revolving
credit facilities were downgraded to B3 from B2. The senior secured
second lien term loan rating of Caa2 was withdrawn as it is no
longer proposed. The rating outlook remains stable.
The proceeds of the proposed debt and $60 million of new preferred
equity will be used to refinance the company's $323 million of
existing debt, partially fund the purchase of a European mobile
virtual network operator and electronic subscriber identification
module technology provider and pay transaction-related fees and
expenses. Consideration for the acquisition also includes
rolled-over equity from the sellers and deferred cash compensation
subject to performance tests
RATINGS RATIONALE
The B3 CFR reflects KORE's small revenue scale, narrow operating
scope, free cash flow to debt expected to be only about 3% in 2019
and very high debt to EBITDA above 7 times as of September 30, 2018
on a pro forma basis that Moody's expects will decline steadily
over the next 12-18 months. KORE provides managed wireless network
services, including location and other telematics, in a somewhat
concentrated and narrow niche of the wireless network services
market. The company competes against a diverse set of companies,
including much larger wireless telecommunications services
providers. Competitive pressures necessitate ongoing investment in
key technologies, limiting potential free cash flow expansion and
debt reduction. Moody's anticipates over 90% of KORE's revenue will
come from subscription based managed network solutions; the
subscription revenue model provides high revenue visibility and
stability. Through the acquisition, KORE will gain greater control
of its European network by incorporating the acquired company's
mobile virtual network into its own and be able to offer its
proprietary eSIM technology to KORE's customers. Moody's
anticipation of increasing demand for managed wireless network
services from growth of the internet of things and related
connectivity requirements and the significant barriers to entry
provided by KORE's difficult to replicate technology, customer
relationships and wireless broadband carrier relationships provide
additional support.
All financial metrics cited reflect Moody's standard adjustments.
Moody's also reclassifies capitalized software costs as an
expense.
Liquidity is considered good. Moody's expects KORE to have over $10
million of balance sheet cash at closing and full availability
under the proposed revolver over the next 12 to 18 months. Free
cash flow is expected to be less than $10 million in 2019 but
should grow thereafter, driven by anticipated revenue growth and
improving rates of profitability.
Moody's anticipates there will be ample cushion over the next 12
months under the maximum leverage ratio covenant of 8.75 times (as
defined in the debt agreement) applicable to the rated debt. The
first lien term loan has about $3 million of required annual
amortization.
The downgrade of the proposed $280 million senior secured 1st lien
term loan and $30 million revolving credit facility to B3 from B2
reflects the elimination of the first loss support that had been
provided by the initially but no longer proposed junior debt
capital. The B3 rating on the senior secured first lien revolver
and term loan reflects the B3-PD PDR and a loss given default
assessment of LGD3, reflecting their priority in Moody's waterfall
of claims at default ahead of all other obligations of the company.
The credit facility is secured by a first lien pledge of
substantially all of the domestic assets of the guarantor
subsidiaries through secured upstream guarantees.
The stable outlook reflects Moody's expectations for low
single-digit revenue growth, expanding EBITA margins of over 20%
and debt to EBITDA to fall below 7 times in the next 12 to 18
months.
The ratings could be upgraded if Moody's anticipates: 1)
accelerated revenue growth; 2) debt to EBITDA will remain under 6.5
times; and 3) free cash flow to debt of at least 5%. A demonstrated
commitment to balanced financial policies and maintenance of good
liquidity are also important considerations for higher ratings.
Ratings could be downgraded if: 1) revenues or customer retention
rates decline; 2) free cash flow to debt is below 2%; 3) EBITA
margins fall; 4) liquidity deteriorates; or 5) there is a
diminished commitment to financial leverage reduction and balanced
financial policies.
Issuer: KORE Wireless Group Inc.
Corporate Family Rating, affirmed at B3
Probability of Default Rating, affirmed at B3-PD
Senior Secured First Lien Revolving Credit Facility, downgraded to
B3 (LGD3) from B2 (LGD3)
Senior Secured First Lien Term Loan, downgraded to B3 (LGD3) from
B2 (LGD3)
Senior Secured Second Lien Term Loan, withdrawn; had been at Caa2
(LGD5)
Outlook, is Stable
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
KORE, based in Alpharetta, GA and controlled by affiliates of
private equity sponsor ABRY Partners, provides managed wireless
services and software.
LAMAR INVESTMENT: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: LaMar Investment Capital LLC
1989 Heritage Farms Dr.
Pacific, MO 63069
Business Description: LaMar Investment Capital LLC is a privately
held investment company whose principal
assets are located at 2642 Nike Base Road,
Catawissa, MO and Hogan Road, Pacific MO.
Chapter 11 Petition Date: December 13, 2018
Court: United States Bankruptcy Court
Eastern District of Missouri (St. Louis)
Case No.: 18-47837
Judge: Hon. Kathy A. Surratt-States
Debtor's Counsel: Michael A. Kasperek, Esq.
VOGLER & ASSOCIATES, LLC
11756 Borman Dr, Ste 200
St. Louis, MO 63146
Tel: 314-567-7970
Fax: 314-567-5053
E-mail: mkvoglaw@earthlink.net
voglaw@earthlink.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward LaMar, member.
A copy of the Debtor's list of 10 unsecured creditors is available
for free at:
http://bankrupt.com/misc/moeb18-47837_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/moeb18-47837.pdf
LAS AMERICAS ASPIRA: S&P Affirms 'BB+' Rating on 2016A/B Rev Bonds
------------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB+' long-term rating on the Delaware Economic
Development Authority's series 2016A and 2016B (taxable) charter
school revenue bonds, issued for ASPIRA of Delaware Charter
Operations Inc., d/b/a Las Americas ASPIRA Academy (LAAA or the
school).
"The negative outlook reflects our view of LAAA's slim
lease-adjusted maximum annual debt service coverage, weakened
full-accrual operations, and unrestricted liquidity in recent
fiscal years reversing prior year positive trends," said S&P Global
Ratings credit analyst Shivani Singh.
With current enrollment of 785 close to target levels of 819, there
is limited room for growth in coverage unless expenses decline,
which is not expected in fiscal 2019. Management also projects a
deterioration of days' cash on hand from current levels in fiscal
2019 due to increased expenses, which S&P has factored into its
analysis, although the quantum of impact remains uncertain at this
time. School management has indicated a potential expansion into a
new high school supported by its historical solid demand, and has
hired staff in fiscal 2019 contributing to increased expenses for
the fiscal year. The expansion would require charter authorizer
approval (which has yet to occur) and additional facility space to
accommodate the additional grades. Management indicates no debt
issuances are planned pertaining to this planned expansion.
S&P said, "The negative outlook reflects our expectation that over
the one-year outlook period, LAAA's liquidity position will weaken
before the school starts to replenish its reserves. Despite this,
we expect it will likely achieve targeted enrollment of 819 in fall
2019, maintain academic performance, sustain annual debt service
coverage above covenanted levels and for maximum annual debts
service (MADS) coverage to improve as the school grows into its
debt levels. Ultimately the magnitude of the impact to days' cash
combined with LAAA's other financial metrics, particularly if MADS
coverage continues to slide and enrollment growth does not
materialize as expected, could result in rating pressure. Our
outlook does not factor in the possibility of additional debt and
we will reassess the effects of the planned high school expansion
once finalized.
LEMKCO FLORIDA: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: Lemkco Florida, Inc.
dba Spring Hill Golf & Country Club
dba Seven Hills Golfers Club
10328 Fairchild Road
Spring Hill, FL 34608
Business Description: Lemkco Florida is a Single Asset Real Estate
Company (as defined in 11 U.S.C. Section
101(51B)). The Company is the fee simple
owner of Spring Hill Golf & Country Club
located at 12079 Coronado Drive Spring Hill,
FL 34609.
Chapter 11 Petition Date: December 21, 2018
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Case No.: 18-10971
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
All@tampaesq.com
Total Assets: $591,080
Total Liabilities: $5,456,546
The petition was signed by Darren Kahanyshyn, chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at:
http://bankrupt.com/misc/flmb18-10971.pdf
NEW PITTS PLACE: Jan. 30 Disclosure Statement Hearing
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia scheduled a
hearing to consider the approval of the disclosure statement for
New Pitts Place, LLC's plan of reorganization, on January 30, 2019,
at 10:30 A.M.
The Order also provides that all objections to the disclosure
statement shall be filed and served pursuant to Rule 3017(a) prior
to the hearing.
The Debtor is a limited liability company organized and existing
under the laws of the District of Columbia. The Debtor owns five
condominium units within a building located at 2301 Pitts Place,
SE, Washington DC 20020. Each of the units, numbered Unit 101, 102,
301, 303 and 304, are rented to residential tenants of the Debtor.
Class IV under the plan consists of Allowed Unsecured Claims. The
Debtor estimates that claims in this Class shall total
approximately $13,700 (excluding the claim of Van Yerrell, which is
treated separately in Class V of the Plan). Claims in this Class
will be paid in full under the Plan through quarterly distributions
of $3,000 each Calendar Quarter until such claims are paid in full.
The first installment will be due three months after the Effective
Date, and each Calendar Quarter thereafter on the same date until
such claims have been paid in full.
The Plan will be funded from amounts currently held by the Debtor
and from the proceeds of the Debtor's business operations. Based on
the Debtor's cash flow projections, the Debtor believes that its
cash flow will be sufficient to meet its obligations in the Plan
and to fund ongoing business operations.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/dcb18-00527-29.pdf
About New Pitts Place
New Pitts Place, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.D.C. Case No. 18-00527) on Aug. 2, 2018, estimating under
$1 million in assets and liabilities. Augustus T. Curtis, Esq., at
Cohen Baldinger & Greenfeld, LLC, is the Debtor's counsel.
NOBLE REY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Noble Rey Brewing Co., LLC
2636 FArrington
Dallas, TX 75207
Business Description: Noble Rey Brewing Co., LLC, owns and
operates
a taproom offering homemade beers, ciders &
meads, other local brews & regular live
music.
Chapter 11 Petition Date: December 19, 2018
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No.: 18-34214
Judge: Hon. Barbara J. Houser
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chris Rigoulot, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/txnb18-34214.pdf
OCH-ZIFF CAPITAL: Fitch Lowers LT IDR to B+, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Och-Ziff Capital Management Group LLC and its related
entities (collectively, Oz) to 'B+' from 'BB-'. Concurrently, Fitch
has affirmed the Senior Secured debt rating at 'BB-' and assigned a
recovery rating of 'RR3'. The Rating Outlook is Stable.
KEY RATING DRIVERS
IDRs AND SENIOR DEBT
The downgrade of Oz's IDR reflects Fitch's expectation that the
firm's leverage will now remain above 5.0x and interest coverage
will remain below 3.0x over the Outlook horizon. This view stems
from Oz's strategic announcements on Dec. 6, 2018, which outlined a
realignment of common equity ownership, restructuring of debt and a
C-Corporation conversion. Leverage is now likely to be elevated for
a longer period of time than originally anticipated, despite
mandatory debt repayments given a cash flow sweep.
In its strategic announcement, Oz realigned the common equity
ownership of the company so that former Executive Managing
Directors (EMDs) of the firm, including founder Daniel Och, would
reallocate 35% of their class A common units to current EMDs and
new hires. As a result, pro forma ownership of Oz by the former
EMDs will decline to 30.6% from 47.7% while ownership of current
EMDs will increase to 35.0% from 17.9%. At the same time, Oz
announced that it would restructure its $400 million of preferred
securities into $200 million of unsecured debt and $200 million of
preferred securities.
Historically, Fitch treated Oz's $400 million partner capital
contribution in the form of preferred securities as a shareholder
loan reflecting the strong alignment of interests between the
preferred unitholders and common shareholders. Fitch believed that
the significant cross-ownership between the instruments would
significantly reduce the likelihood that preferred unitholders
would exercise the available contractual rights and remedies to the
detriment of common shareholders or the institution more broadly.
As such, Fitch did not treat the preferred securities as debt
obligations of Oz.
However, given the reduced common stock ownership of the former
EMDs, which own virtually 100% the existing preferred securities,
Fitch now believes that there is a heightened risk that preferred
unitholders would exercise available contractual rights and
remedies in the event of material deterioration of the company's
credit profile. Pursuant to Fitch's 'Corporate Hybrids Treatment
and Notching Criteria' dated November 2018, Fitch now assigns no
equity credit to the $200 million of new preferred securities,
reflecting the cumulative nature of the instrument's dividends and
the change of control provisions, with interest rate step-ups and
mandatory redemption terms.
Given the change in Fitch's equity treatment of the preferred
securities, the restructuring of $200 million of legacy preferred
securities into unsecured debt and the $100 million repayment of
the $200 million senior secured term loan balance on or before Jan.
15, 2019, the pro forma debt balance is expected to increase to
$500 million from $200 million at Sept. 30, 2018.
In its analysis of Oz, Fitch uses fee-related EBITDA (FEBITDA) as a
proxy for cash flow, which consists of management fees, less
compensation expenses (including salary and bonuses estimated to be
25% of management fees), less operating expenses, plus depreciation
and amortization. The calculation excludes incentive income and
incentive-related compensation, which is approximated based on
historical expense patterns.
Leverage, as defined by gross debt/FEBITDA was 7.0x for the
trailing 12 months (TTM) ending Sept. 30, 2018, which is well above
Fitch's 'bb' category quantitative leverage benchmark range of 3.0x
to 5.0x. Based on Oz's expense guidance for 2018, its 3Q18 assets
under management (AUM) less Mr. Och's announced redemption of his
investments in the funds that comprise 2% of AUM, and the weighted
average (WA) management fee rate for 3Q18, Fitch expects Oz's
leverage to fall within a range of 13.0x and 37.4x by YE18,
assuming $500 million of total debt. Assuming a stabilization of
AUM and successful right-sizing of the expense base, Fitch expects
leverage to decline over time, driven primarily by mandatory debt
repayments given the cash flow sweep and to a lesser extent from
potential FEBITDA growth. However, the ratio is likely to remain
above 5.0x over the outlook horizon.
Per the terms of the cash sweep, Oz is required to repay the senior
secured term loan and then repurchase the preferred securities with
100% of all economic income, after accounting for dividends to
public shareholders ranging from 20% to 30% of distributable
earnings. The company is also required to contribute gross proceeds
resulting from the realization of accrued unrecognized incentive
income, net of compensation and 85% of the after tax proceeds from
any asset sales or other dispositions to the cash flow sweep. This
is subject to Oz retaining a $200 million minimum cash balance.
Accelerated paydowns are possible to the extent the firm is able to
generate meaningful incentive income in the coming years. However,
given the unpredictable nature of this revenue stream, Fitch is not
able to predict, with any degree of certainty, the amount of
incentive income earned, and therefore, the pace of debt reduction.
Still, faster-than-anticipated deleveraging could drive positive
ratings momentum over time.
Interest coverage was 1.1x on a TTM basis through 3Q18, which is
well below Fitch's 'bb' category quantitative interest coverage
benchmark range of 3.0x to 6.0x. Based on Oz's expense guidance for
2018, its 3Q18 AUM less Mr. Och's redemption in the funds, and the
WA management fee rate for 3Q18, Fitch expects interest coverage to
range from 0.6x to 1.6x for fiscal 2018, assuming $500 million of
total debt at year-end. This calculation includes one quarter's
worth of interest payments on the company's retired senior
unsecured debt. Fitch expects interest coverage to improve over
time as debt is paid down, thus reducing interest payments, but
coverage is likely to remain below 3.0x over the outlook horizon.
Oz's FEBITDA margin was 10% for the TTM ended Sept. 30, 2018, which
is well below Oz's longer-term historical range of 35% to 45% and
at the low end of Fitch's 'bb' category quantitative earnings and
profitability benchmark range of 10% to 20%. Using Oz's expense
guidance for 2018, its 3Q18 AUM less Mr. Och's redemption in the
funds and the WA management fee rate for 3Q18, Fitch estimates that
Oz's FEBITDA margin in 2018 could range from 4.9% to 14.0%, which
remains weak relative to the ratings and the peer group.
Liquidity is expected to remain adequate. At Sept. 30, 2018, the
company had $195.0 million in unrestricted cash, $287.2 million in
investments in treasuries, $100.0 million available under its
revolving credit facility, and $357.9 million of accrued
unrecognized incentive income. As Oz continues to pay down debt per
the provisions of the cash flow sweep while holding a minimum cash
balance of $200 million, Fitch expects the company to eventually
operate in a negative net debt position. Fitch would view this
favorably from a liquidity perspective.
Ratings remain supported by Oz's franchise, performance track
record, particularly in its core multi-strategy hedge fund
business, and expansion into credit and real estate products, which
have diversified the earnings stream and have longer lock-up
periods.
Key rating constraints include the business model's sensitivity to
market risk due to the meaningful amount of net asset value
(NAV)-based management fees, weakened leverage and interest
coverage metrics, and less diversified, albeit improving, AUM
relative to higher-rated alternative investment managers (IMs).
Reduced investor appetite for hedge funds as an asset class,
combined with challenged performance relative to benchmarks more
recently, has pressured fund flows and fees for the hedge fund
industry as a whole.
The Stable Rating Outlook reflects improved asset flows, the
maintenance of solid investment performance across the platform, a
stabilizing expense base commensurate with fee generation, improved
alignment of interest with existing EMDs and the implementation of
a cash flow sweep mechanism to support debt repayment, which are
expected to support improvements in leverage and interest coverage
metrics over the long term.
The affirmation of the senior secured debt rating and the
assignment of a recovery rating of 'RR3' reflect the expectation
for good recovery prospects for the instrument in a stressed
scenario. The one-notch of uplift in the senior debt rating versus
the IDR reflects the fact that term loan holders benefit from a
first-priority security interest in Oz's assets and seniority for
debt repayment per the terms of the cash flow sweep.
SUBSIDIARIES AND AFFILIATED COMPANIES
Oz is a publicly traded holding company, and its primary assets are
ownership interests in the operating group entities (OZ Management
LP, OZ Advisors LP and OZ Advisors II LP), which earn management
and incentive fees and are directly held through two intermediate
holding companies. Oz conducts substantially all of its business
through the operating group entities. The IDRs assigned to OZ
Management LP, OZ Advisors LP and OZ Advisors II LP are equalized
with the ratings assigned to Oz, reflecting the joint and several
guarantees among the entities.
OZ Management LP serves as the debt-issuing entity for Oz's secured
debt and benefits from joint and several guarantees from the
management and incentive-fee generating operating group entities.
RATING SENSITIVITIES
IDRs AND SENIOR DEBT
Ratings could be downgraded if outflows, fee pressure and/or the
inability to contain expenses prevents the firm from reducing debt
over the Outlook horizon. Ratings may also be downgraded if
fundraising capability is materially impaired as a result of
structural changes within the firm or if Fitch believes the
franchise has experienced significant reputational damage.
Positive ratings momentum would be conditioned upon improved
fundraising, enhanced AUM diversity, maintenance of investment
performance and continued fee generation, along with expense
reduction, which yields improvement in the FEBITDA margin. Positive
ratings momentum would also be predicated on leverage approaching
5.0x and interest coverage approaching 3.0x.
The senior secured debt rating is not expected to be rated more
than one notch above Oz's IDR given the company's balance sheet
light business model. However, the one notch uplift would likely no
longer exist if Oz's IDR were upgraded to the 'BB' category, where
recovery ratings are no longer assigned.
SUBSIDIARIES AND AFFILIATED COMPANIES
The ratings of OZ Management LP, OZ Advisors LP, and OZ Advisors II
LP are linked to the IDR of Oz and are, therefore, expected to move
in tandem.
Fitch has downgraded the following ratings:
Och-Ziff Capital Management Group LLC
OZ Advisors LP
OZ Advisors II LP
OZ Management LP
-- Long-term IDRs to 'B+' from 'BB-'.
Fitch has affirmed the following rating:
OZ Management LP
-- Senior secured debt at 'BB-'/'RR3'.
The Rating Outlook is Stable.
OUTPUT SERVICES: S&P Affirms 'B' ICR on NCP Solutions Acquisition
-----------------------------------------------------------------
Output Services Group Inc. (OSG Billing; OSG) is issuing a $155
million first-lien term loan to partially finance the acquisition
of U.S.-based NCP Solutions.
S&P Global Ratings affirmed its 'B' issuer credit rating on
Ridgefield Park, N.J.-based Output Services Group Inc. S&P also
assigned a 'B' issue-level rating and '3' recovery rating to OSG's
$155 million first-lien term loan. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50% to 70%;
rounded estimate: 50%) in a default.
At the same time, S&P has revised the outlook on the ratings to
negative from stable.
The negative outlook reflects the limited headroom under the
current ratings, after the 9 debt-funded acquisitions this year, to
withstand any unexpected operating underperformance, and our
expectation of further debt-funded acquisitions. S&P believes these
risks could impair the company's ability to reduce adjusted
leverage to less than 6.5x over the next 12 months.
S&P could lower the rating if weaker-than-expected operating
performance results in sustained leverage exceeding 7x or free
operating cash flow (FOCF) to debt in the low-single-digit percent
area. In this scenario, the company's EBITDA margin declines to the
low- to mid-teen percentage area due to unmet revenue expectations,
difficulty integrating its acquisitions, and losing market share to
larger competitors. Weakening liquidity or debt-financed
acquisitions or dividend payments could also result in a lower
rating.
While unlikely, solid operating performance and cash flow,
sustained leverage at less than 5x, and a commitment to a more
conservative financial policy could result in an upgrade.
PARKER DRILLING: Egan-Jones Lowers Senior Unsecured Ratings to D
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Parker Drilling Company to D from CCC. EJR also
downgraded the rating on commercial paper issued by the Company to
D from C.
Parker Drilling Company was founded in 1934 and is headquartered in
Houston, Texas. On December 12, 2018, Parker Drilling Company,
along with its affiliates, filed a voluntary petition for
reorganization under Chapter 11 in the US Bankruptcy Court for the
Southern District of Texas.
PHARMERICA CORP: Moody's Reviews B2 CFR for Downgrade Amid Merger
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of PharMerica
Corporation, including the B2 Corporate Family Rating, under review
for downgrade. This follows the announcement that Pharmerica,
majority owned by Kohlberg Kravis and Roberts & Co. LP, will be
merged with BrightSpring Health Services.
The rating review will focus on the financial leverage, capital
structure and capacity for debt service resulting from the merger
transaction. The review will also focus on the merged companies'
scale, diversity, opportunities for synergies and potential for
operating disruption from the merger and integration.
The transaction is expected to close over the next several months
subject to customary closing conditions, regulatory and shareholder
approvals. The continued relationship with Walgreens Boots
Alliance, Inc. ("Walgreens"), following the merger, will be a
positive consideration.
The following ratings were placed under review for downgrade:
PharMerica Corporation
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
Senior secured first lien revolving credit facility expiring 2022
at B1 (LGD3)
Senior secured first lien term loan due 2024 at B1 (LGD3)
Senior secured second lien term loan due 2025 at Caa1 (LGD5)
Outlook Action:
Outlook changed to rating under review from stable
RATINGS RATIONALE
Notwithstanding the proposed merger, Pharmerica's B2 Corporate
Family Rating is constrained by its high financial leverage.
Moody's expects the company to operate with adjusted debt to EBITDA
of around 6.0 times over the next 12 to 18 months. The ratings also
reflect PharMerica's high reimbursement risk, as close to three
quarters of its revenue either directly or indirectly comes from
government programs such as Medicare and Medicaid. Finally, the
ratings are indicative of PharMerica's weak profit margins and the
intensely competitive nature of the institutional pharmacy market.
The ratings are supported by Walgreens' minority ownership stake in
PharMerica. By leveraging Walgreens' buying clout, PharMerica has
enhanced its ability to procure drugs at substantially lower costs.
Moody's believes that these cost savings will enable the company to
achieve consistently positive free cash flow ranging from $50 to
$80 million per year. The ratings also reflect PharMerica's good
scale and geographic diversification as one of two institutional
pharmacies with a national presence.
The review for downgrade also considers Moody's expectation that
the company's credit risk profile will be similar to or weaker
following the merger given KKR's history of leveraged acquisitions
and Pharmerica's B2 CFR (now under review).
PharMerica Corporation is a provider of pharmacy services to
healthcare facilities, pharmacy management services to hospitals,
specialty infusion services to patients outside a hospital setting
and national oncology services in the United States. The company
operates 97 institutional pharmacies, 20 specialty home infusion
pharmacies and 7 specialty oncology pharmacies in 44 states.
PharMerica's customers include institutional healthcare providers,
such as skilled nursing facilities, assisted living facilities,
hospitals, individuals receiving in-home care and patients with
cancer. Kohlberg Kravis and Roberts & Co. LP (KKR) holds a majority
of the equity. Walgreens has a minority stake.
PROJECT ANGEL: S&P Cuts Issuer Credit Rating to B-, Outlook Stable
------------------------------------------------------------------
Project Angel Intermediate Holdings LLC (MeridianLink) is seeking
to raise $40 million in incremental first-lien term loan. Proceeds
will be used to partially repay approximately $45 million in
preferred equity, including holding company payment-in-kind (PIK)
and management rollover equity.
S&P Global Ratings is lowering its issuer credit rating on
MeridianLink to 'B-' from 'B' as a result of elevated adjusted pro
forma debt to EBITDA of about 10x as of Sept. 30, 2018.
S&P also lowered its rating on the first-lien debt to 'B-' from
'B'. The '3' recovery rating is unchanged. The stable outlook
The downgrade reflects MeridianLink's high tolerance for debt
leverage at 10x for the quarter ending Sept. 30, 2018. S&P said,
"Included in our leverage estimate is the company's remaining $30
million of existing rollover and $16.5 million of holding company
PIK equity from the 2018 leverage buy-out. The company will be
required to pay the outstanding balance in December 2019 and we
assume the company issues debt to retire the obligation. Over the
next 12 months, we expect adjusted leverage to decline to the
mid-8x area and FOCF to debt to improve to the mid-single-digit
percent area."
S&P said, "The stable outlook reflects our expectation that over
the next 12 months we expect adjusted leverage will decline to the
mid-8x area and free operating cash flow (FOCF) generation will be
between $20 million and $25 million. We forecast revenues and
earnings will benefit from increasing account and loan
originations. In addition, we expect customer retention rates to
remain high and CRIF Lending Solutions to be integrated
successfully.
"We could lower the ratings if liquidity deteriorates such that we
expect FOCF to approach break-even or increased dependence on the
revolver to manage operations. We believe such a decline would
result from fewer loan applications, increased customer attrition,
or if MeridianLink incurs higher costs due to integration missteps.
"While unlikely, we could raise the ratings if we expect
significant deleveraging and FOCF to debt in the mid-single-digit
percent area. This could occur following the successful integration
of CRIF and a continued healthy account and loan origination
market."
SANJAC SECURITY: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Dec. 18 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Sanjac Security, Inc.
About Sanjac Security Inc.
Sanjac Security, Inc., based in Humble, Texas, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 18-36350) on November 8, 2018.
The Debtor hired Margaret M. McClure, Esq., as its bankruptcy
counsel.
The Debtor formerly filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 15-31008) on February 24, 2015.
SECOND BAPTIST CHURCH: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Second Baptist Church, Inc.
72 Carroll Street
Paterson, NJ 07501
Business Description: Second Baptist Church is a non-profit
religious organization incorporated in
January 1941 and is exempt from Federal and
State income taxes according to IRS code
501(c)(3). The church is under the
directorate of the Reverend Alexander
McDonald III who was called to serve as the
pastor on Nov. 1, 1985.
http://www.secondbaptistpaterson.org/
Chapter 11 Petition Date: December 20, 2018
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Case No.: 18-34877
Judge: Hon. John K. Sherwood
Debtor's Counsel: Dawn Blakely-Harper, Esq.
HARPER LAW PC
429 Van Houten Street
Paterson, NJ 07501
Tel: 973-925-4163
E-mail: dawnmblakely.esq@gmail.com
Total Assets: $1,765,014
Total Liabilities: $606,458
The petition was signed by Alexander McDonald III, pastor/CEO.
The Debtor stated it has no unsecured creditors who are
non-insiders.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb18-34877.pdf
SHARING ECONOMY: Subsidiary Cancels Transfer Agreement with ECoin
-----------------------------------------------------------------
Sharing Economy International Inc.'s wholly-owned subsidiary, EC
Power Technology Limited, had previously entered into a transfer
agreement with ECoin Global Limited, to purchase ECoin Redemption
Codes produced by ECoin for total future consideration of
$20,000,000. On Dec. 20, 2018, the Transfer Agreement was
terminated without recourse to the company. No sales were made
under the Transfer Agreement, the Company disclosed in a Form 8-K
filed with the Securities and Exchange Commission.
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.
SOUTHCROSS PARTNERS: Moody's Lowers CFR to Caa3, Outlook Neg.
-------------------------------------------------------------
Moody's Investors Service downgraded Southcross Energy Partners,
L.P.'s Corporate Family Rating to Caa3 from Caa2, Probability of
Default Rating to Ca-PD from Caa2-PD, and senior secured term loan
rating to Caa3 from Caa2. The SGL-4 Speculative Grade Liquidity
rating was affirmed reflecting weak liquidity. The rating outlook
remains negative.
"The downgrade reflects the partnership's high restructuring risk
stemming from a likely covenant violation at the end of March 2019
and the upcoming revolver maturity in August 2019, said Sajjad
Alam, Moody's Senior Analyst. "Southcross has an untenable capital
structure, and without amending and extending the revolver, the
company may not survive as a going concern."
Ratings downgraded:
Issuer: Southcross Energy Partners, L.P.
Corporate Family Rating, Downgraded to Caa3 from Caa2
Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD
Senior Secured Credit Facility, Downgraded to Caa3 (LGD3) from Caa2
(LGD3)
Ratings Affirmed:
Speculative Grade Liquidity Rating, Affirmed SGL-4
Outlook Actions:
Maintain Negative Outlook
RATINGS RATIONALE
Southcross' Caa3 CFR reflects its unsustainably high debt burden,
weak liquidity, limited scale and concentrated operations in South
Texas, and continued weak cash flow generation prospects through
2019. Drilling activity near Southcross' Eagle Ford systems has
remained subdued and the partnership as a result will struggle to
grow throughout volumes, boost cash flow and reduce debt. Moreover,
the company will need to extend the maturity date of its revolving
credit facility, amend existing financial covenants to avoid a
breach, and obtain a "going concern" statement from its auditors in
early 2019 to avoid a potential default.
The Ca-PD reflects the company's high near term default risk given
its challenged revolver covenant and maturity situation.
The Caa3 rating on Southcross' senior secured term loan reflects
its first-lien interest in substantially all of Southcross' assets
and Moody's view on potential recovery. The $450 million term loan
and the $120 million revolving credit facility at Southcross rank
pari passu. Having a single class of debt in the capital structure
results in the term loan being rated the same as the CFR.
Southcross has weak liquidity which is captured in the SGL-4
rating. Moody's expects breakeven to slightly negative free cash
flow in 2019 after interest payments, capex and working capital.
However, the company will breach the financial covenants on its
revolver agreement in March 2019, which had been suspended
previously. While the company's general partner (GP) has
historically provided covenant relief using the "equity cure"
provision in the credit agreement, it is not clear whether this
will materialize going forward given the GP's reduced financial
resources. The company will also need to extend the maturity date
of the revolver that will mature on July 2019 and had $83 million
outstanding as of September 30, 2018. The revolver commitment will
be reduced to $115 million at December 31, 2018. Southcross has
very little cash and has been exploring strategic alternatives to
boost liquidity. Alternate sources of liquidity through potential
asset sales appear limited for the partnership.
Southcross' negative outlook reflects its high leverage and weak
liquidity. Southcross' CFR could be downgraded if the company
defaults and Moody's view on executed recovery declines. Although
an upgrade is unlikely in the near future, if the partnership can
extend the revolver maturity, eliminate covenant violation risks
and sustain interest coverage above 1.5x, an upgrade could be
considered.
Southcross Energy Partners, LP is a midstream MLP headquartered in
Dallas, Texas. Southcross Holdings Borrower LP (unrated) wholly
owns the general partner of Southcross and is also headquartered in
Dallas, Texas.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
SP PF BUYER: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service, assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to SP PF Buyer LLC. SP PF
Buyer LLC is the legal entity which is acquiring Outdoor
Technologies, parent company of Pure Fishing, Inc., in a leveraged
buyout. Moody's also assigned a B1 rating to the company's proposed
$435 million senior secured first lien term loan. The rating
outlook is stable.
Outdoor Technologies Corporation, parent company of Pure Fishing,
Inc. and subsidiaries, primarily designs, manufactures and sells
fishing equipment, including tackles, lures, rods and reels across
the globe. Pure Fishing develops and produces fishing gear for
varying experience levels and fishing categories and manages 23
brands and sub-brands.
Issuer: SP PF Buyer LLC
Ratings assigned:
Corporate Family Rating at B2;
Probability of Default Rating at B2-PD;
Senior Secured 1st Lien Term Loan expiring 2025 at B1 (LGD 3);
The rating outlook is stable.
RATINGS RATIONALE
The B2 CFR reflects Pure Fishing's high financial leverage, which
Moody's estimates to be over 6 times debt/EBITDA, small scale with
revenue about $550 million and limited product diversification
outside of fishing related products. The rating also reflects the
constraint of operating in a niche category as well as the risks
associated with being owned by a private equity firm. Pure
Fishing's stable business model, solid market presence and strong
brand recognition among fishing enthusiasts supports the rating.
The B1 rating on the first lien credit facilities is one notch
higher than the B2 CFR. This reflects the support provided by the
unrated $180 million second lien term loan. Both the first lien
term loan and the second lien term loan have upstream guarantees
from operating subsidiaries.
The stable outlook reflects Moody's expectation that debt to EBITDA
will be maintained between 5 and 6 times and that there will not be
any shareholder distributions in the next few years.
Ratings could be downgraded if the company's operating performance
or liquidity deteriorates for any reason or if debt to EBITDA
remains above 6 times.
Ratings could be upgraded if the company can meaningfully increase
its revenue and sustain debt to EBITDA below 5 times.
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
Headquartered in Boston, Massachusetts, Pure Fishing primarily
designs, manufactures and sells fishing equipment, including
tackles, lures, rods and reels across the globe. Revenue
approximates $550 million.
SUPPLY PRO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Supply Pro Sorbents, LLC 18-20580
P.O. Box 2734
Sugar Land, TX 77487
Supply Pro, Inc. 18-20581
P.O. Box 2734
Sugar Land, TX 77487
Business Description: Supply Pro Sorbents and Supply Pro are
providers of absorbent products to help
protect those people cleaning hazards spills
and provide proper equipment for the safe
removal of hazardous materials. The Debtors
offer anti-static pads, spill kits,
absorbents, and loose particulates. Visit
http://www.prosorbents.comfor mor
information.
Chapter 11 Petition Date: December 19,2018
Court: United States Bankruptcy Court
Southern District of Texas (Corpus Christi)
Judge: Hon. David R. Jones
Debtors' Counsel: Johnie J. Patterson, Esq.
WALKER & PATTERSON, P.C.
P.O. Box 61301
Houston, TX 77208-1301
Tel: 713-956-5577
Fax: 713-956-5570
Email: jjp@walkerandpatterson.com
Supply Pro Sorbents'
Estimated Assets: $500,000 to $1 million
Supply Pro Sorbents'
Estimated Liabilities: $1 million to $10 million
Supply Pro Inc.'s
Estimated Assets: $500,000 to $1 million
Supply Pro Inc.'s
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Harmon K. Fine, managing member.
A full-text copy of Supply Pro Sorbents' List of 20 largest
unsecured creditors is available at no charge at:
http://bankrupt.com/misc/txsb18-20580_creditors.pdf
A full-text copy of Supply Pro Inc.' five unsecured creditors is
available for free at:
http://bankrupt.com/misc/txsb18-20581_creditors.pdf
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/txsb18-20580.pdf
http://bankrupt.com/misc/txsb18-20581.pdf
UNITED AGAMI: 17 Affiliates' Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Seventeen affiliates that filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
United Agami Transit Inc. (Lead Case) 18-47213
c/o Arthur Cab Leasing Corporation
25-11B 41st Avenue
Long Island City, NY 11101
Columbia Agami Cab Corp. 18-47214
Century Agami Cab LLC 18-47215
Universal Agami Transit Inc. 18-47216
Empire Agami Cab Corp. 18-47217
Lion Gate Agami Cab LLC 18-47218
PTAH Cab Corp 18-47219
Orbit Agami Cab LLC 18-47220
Original Agami Cab LLC 18-47221
Atlas Agami Cab Corp 18-47222
Enter Agami Transit Inc. 18-47223
Global Agami Cab LLC 18-47224
Epic Agami Cab Corp 18-47225
Network Agami Cab Corp. 18-47226
Paramount Agami Transit Corp. 18-47227
Champion Agami Cab LLC 18-47228
Planet Agami Cab LLC 18-47229
Business Description: The Debtors operate 17 related businesses at
25-11B 41st Avenue, Long Island City, New
York that together owns 34 taxi medallions.
Isaac Agami is the sole shareholder of all
13 businesses and Isaac Agami and Ariel
Agami, his son are the shareholders of the
other four businesses. The Debtors have no
employees and the only income comes from
separate management companies that operate
the medallions and give the Debtors the
profits, less management fees.
Chapter 11 Petition Date: December 18, 2018
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Elizabeth S. Stong
Debtors' Counsel: Bruce Weiner, Esq.
ROSENBERG MUSSO & WEINER, LLP
26 Court Street, Suite 2211
Brooklyn, NY 11242
Tel: (718) 855-6840
Fax: 718-625-1966
E-mail: courts@nybankruptcy.net
United Agami's
Estimated Assets: $0 to $50,000
United Agami's
Estimated Liabilities: $500,000 to $1 million
The petitions were signed by Isaac Agami, president/secretary.
United Agami failed to include in the petition a list of its
20 largest unsecured creditors.
A full-text copy of United Agami's petition is available at no
charge at:
http://bankrupt.com/misc/nyeb18-47213.pdf
UNITED CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of United Construction Engineering, Inc. as of
Dec. 18, according to a court docket.
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 less than $1 million in assets and liabilities.
The Law Offices of Richard R. Robles, P.A., led by senior attorney
Nicholas G. Rossoletti, serves as the Debtor's counsel.
VALADOR INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Valador Inc.
560 Herndon Parkway, Suite 300
Herndon, VA 20170-5239
Business Description: Headquartered in Herndon, Virginia, Valador,
Inc. is a Verified Service-Disabled Veteran-
Owned Small Business that delivers powerful
solutions for collecting, maintaining,
visualizing, and protecting its clients'
information. The company focuses on four
key business areas -- Modeling and
Simulation, Information Assurance,
Management Consulting, and Software
Engineering. It employs innovative
solutions such and the use of 3D immersive
visualization to address its clients'
complex challenges, such as decision
support, strategic planning, risk
management, safety and reliability,
assessment of alternatives, and information
security.
On the net: http://www.valador.com/
Chapter 11 Petition Date: December 13, 2018
Court: United States Bankruptcy Court
Eastern District of Virginia (Alexandria)
Case No.: 18-14168
Judge: Hon. Klinette H. Kindred
Debtor's Counsel: Richard G. Hall, Esq.
RICHARD G. HALL
7369 McWhorter Place, Suite 412
Annandale, VA 22003
Tel: 703-256-7159
Fax: (703)941-0262
E-mail: richard.hall33@verizon.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kevin Mabie, owner.
The Debtor failed to submit a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/vaeb18-14168.pdf
VALENTIA GLOBAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Valentia Global, LLC
1450 Brickell Avenue, #110
Miami, FL 33131
Business Description: Valentia Global, LLC is a privately held
that owns and operates the Valentia
Mediterranean Restaurant. It offers
signature dishes including Paella Valenciana
(rice with chicken, snails and seasonal
vegetables), Arroz A Banda (rice with peeled
seafood), Arroz Negro (rice with calamari
ink), and Paella De Mariscos (rice with
shrimp, prawns and langostines.
On the net:
http://www.valentiarestaurant.com/
Chapter 11 Petition Date: December 17, 2018
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Case No.: 18-25653
Judge: Hon. Robert A. Mark
Debtor's Counsel: Geoffrey S. Aaronson, Esq.
AARONSON SCHANTZ BEILEY P.A.
2 South Biscayne Blvd., 34th Floor
Miami, FL 33131
Tel: 786.594.3000
E-mail: gaaronson@aspalaw.com
- and –
Tamara D. McKeown, Esq.
AARONSON SCHANTZ BEILEY P.A.
2 South Biscayne Blvd., 34th Floor
Miami, FL 33131
Tel: (305) 579-9077
(786) 594-3000
E-mail: tdmckeown@mckeownpa.com
tmckeown@aspalaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ivan Marzal, authorized member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flsb18-25653.pdf
XTAL INC: Case Summary & 13 Unsecured Creditors
-----------------------------------------------
Debtor: XTAL Inc.
97 E. Brokaw Road #330
San Jose, CA 95112
Business Description: XTAL Inc. -- www.xtalinc.com – is a
designer
and manufacturer of semiconductor devices.
Located in the Silicon Valley, the company
specializes in yield enhancement, software
optimization and hardware implementation
targeting semiconductor ecosystem.
Chapter 11 Petition Date: December 17, 2018
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Case No.: 18-52770
Judge: Hon. Elaine M. Hammond
Debtor's Counsel: Leib Lerner, Esq.
ALSTON & BIRD LLP
333 S Hope St. 16th Floor
Los Angeles, CA 90071
Tel: (213) 576-1000
E-mail: leib.lerner@alston.com
- and –
Alina A. Ananian, Esq.
ALSTON & BIRD LLP
560 Mission Street, Suite 2100
San Francisco, CA 94105-0912
Tel: (415) 243-1000
E-mail: alina.ananian@alston.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jiangwei Li, chief executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at:
http://bankrupt.com/misc/canb18-52770.pdf
*********
Monday's edition of the TCR delivers a list of indicative prices
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Copyright 2018. All rights reserved. ISSN: 1520-9474.
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