/raid1/www/Hosts/bankrupt/TCR_Public/190107.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, January 7, 2019, Vol. 23, No. 6
Headlines
1234 PACIFIC: Case Summary & 13 Unsecured Creditors
1943 EASTERN: Unsecureds to Get 100% in Monthly Payments
ACHAOGEN INC: Amends Grant Agreement with the Gates Foundation
AGILE THERAPEUTICS: Transfers Stock Listing to Nasdaq Capital
ALL-STATE FIRE: Feb. 5 Plan Confirmation Hearing
ALLEN SUPPLY: Case Summary & 20 Largest Unsecured Creditors
AMERIPRO AUTO: Hires Jason A. Burgess as General Counsel
AVOWOOD INC: Hires Thompson Law Group, P.C. as Counsel
BIOSCRIP INC: Coliseum Capital Has 16.1% Stake as of Dec. 31
BW PROPERTY: Voluntary Chapter 11 Case Summary
CALLAMAC INC: Hires Thompson Law Group as Counsel
CAREVIEW COMMUNICATIONS: HealthCor Has 26.6% Stake as of Dec. 31
CC CARE LLC: Judge Signs 17th Agreed Interim Cash Collateral Order
CCS MEDICAL: 29th Emergency Cash Collateral Order Entered
CHESAPEAKE ENERGY: $7.8MM Notes Validly Tendered for Repurchase
CHESAPEAKE ENERGY: 7.25% Senior Notes Delisted from NYSE
CHESAPEAKE ENERGY: Will Seek OK of Merger-Related Proposal
CORRIDOR MEDICAL: Taps Unique Strategies Group as Financial Advisor
CTON CORP: Court Approves Disclosure Statement
CYTORI THERAPEUTICS: Warrants Delisted from Nasdaq
DIXIE ELECTRIC: Court Issues Final Decree
DPW HOLDINGS: Hikes Authorized Class A Shares to 500 Million
DRULEYSOUTH: Unsecureds to Get 15% Dividend Under Plan
DWS CLOTHING: Seeks Authorization to Use Cash Collateral
EMPRESAS CARRION: Hires Francisco J. Ramos Gonzalez as Attorney
ENCOUNTER MEDICAL: Case Summary & 20 Largest Unsecured Creditors
FIRST ACCEPTANCE: A.M. Best Affirms C++ Financial Strength Rating
FIRST NBC: Jan. 31 Continuation of Hearing on Disclosure Statement
FLIPDADDY'S LLC: Seeks Authorization on Cash Collateral Use
GB SCIENCES: Amends Resale Prospectus on 65M Shares of Common Stock
GNC HOLDINGS: Closes Issuance of 50,000 Preferred Shares to Hayao
HARAS SANTA: Pays Approximately $905K Under Plan
HH & JR: Jan. 17 Disclosure Statement Hearing
HMSW CPA: Jan. 22 Disclosure Statement Hearing
HMSW CPA: Jan. 22 Plan Confirmation Hearing
HUT AIRPORT LIMOUSINE: Says Bank Consents to Use of Cash Collateral
I-17 PROPERTIES: Owners Retain Ownership Under Amended Plan
IDEANOMICS INC: Shareholders Elect Nine Directors
INLAND FAMILY: Voluntary Chapter 11 Case Summary
INNOVAK INTERNATIONAL: Secureds to Get Monthly Payments Under Plan
INPIXON: Sabby Volatility Has 4.9% Stake as of Dec. 31
JAMES CANDY: Allowed Interim Use of OceanFirst Cash Collateral
JONES ENERGY: JVL Has 16.3% of Class A Shares as of Dec. 18
LEMKCO FLORIDA: Hires Buddy D. Ford as Counsel
LOCKWOOD HOLDINGS: Estimates $40-50MM in Unsecured Claims
M & G USA: MGI to Fund $3MM to Unsecured Claims Pool
MAMMOET-STARNETH: Modifies Treatment of Unsecured Creditors
MEADOWLANDS DEVELOPMENT: Jan. 15 Hearing on Disclosure Statement
MEJD PARTNERSHIP: Feb. 6 Confirmation Hearing
MESOBLAST LIMITED: Corporate Review from Chief Executive Itescu
MESOBLAST LIMITED: Will Present at 2019 Biotech Showcase
MICROVISION INC: Will Sell 2-Mil. Shares to Shehnee Lawrence-Farhi
MOTIV8 INVESTMENTS: Taps Jorge Tobias Leal as Real Estate Broker
MURRAY GROUP: Proposed Access to Cash Collateral Denied
NEONODE INC: Peter Lindell Has 18.5% Stake as of Dec. 28
NEOVASC INC: Receives Listing Deficiency Notice from Nasdaq
OUTLOOK THERAPEUTICS: BioLexis Pte Has 79.5% Stake as of Jan. 2
OUTLOOK THERAPEUTICS: Sabby Healthcare Has 4.6% Stake as of Dec. 31
OVERSEAS SHIPHOLDING: S&P Alters Outlook to Stable & Affirms B ICR
PEARLMONT LLC: Voluntary Chapter 11 Case Summary
PEPPERELL MILLS: Renews Bid on Continued Cash Collateral Use
PETROLEUM TOWERS: Exclusive Period to File Plan Extended to Jan. 31
PG&E CORP: Said to Be Mulling Bankruptcy Amid Wildfire Costs
QUALITY CONSTRUCTION: Committee Objects to Disclosure Statement
RK & GROUP: Case Summary & 20 Largest Unsecured Creditors
ROSEGARDEN HEALTH: Trustee May Use Cash Collateral Until Jan. 26
SABIR PROPERTIES: Unsecureds to Get Monthly Payments for 5 Years
SAFE HAVEN HEALTH: Seeks Authority on Interim Cash Collateral Use
SAMBILL LLC: Jan. 16 Plan Confirmation Hearing
SENIOR CARE: BOD Hires Gray Robinson as Special Counsel
SENIOR CARE: Committee Taps Greenberg Traurig, LLP as Counsel
SENIOR CARE: Hires Kevin O'Halloran of Newbridge Management as CRO
SENIOR CARE: Hires Rochelle McCullough as Conflicts Counsel
SENIOR CARE: Hires Sitrick & Company as Communications Consultant
SENIOR CARE: Taps BDO USA, Friend as CEO, Wallin as CFO
SIMPLY GREEK: Hires CG Accounting as Accountant
SMOKY MOUNTAIN: Seeks Authority to Use Cash Collateral
SOUTHERN SANDBLASTING: Corrects Texas Comptroller's Claim Amount
SOVRANO LLC: Voluntary Chapter 11 Case Summary
SPECTRUM ALLIANCE: Discloses Interests in Undeveloped Land Assets
ST TITUS ONE: Seeks Authorization to Use Cash Collateral
STALEY EXPEDITE: Hires Jason A. Burgess as General Counsel
STANLEY SWAIN'S: Case Summary & 20 Largest Unsecured Creditors
SYNERGY PHARMACEUTICALS: Seeks OK on $155-Mil Loans, Use of Cash
TEAM HEALTH: S&P Alters Outlook to Negative & Affirms 'B' ICR
TSC/GREEN ACRES: Hires G&E as New Real Estate Broker
TURN-KEY SPECIALISTS: Jan. 30 Disclosure Statement Hearing
TWIFORD ENTERPRISES: Plan Outline OK'd; Feb. 12 Plan Hearing Set
USA GYMNASTICS: Hires Jenner & Block LLP as Counsel
USA GYMNASTICS: Hires Miller Johnson PLC as Special Counsel
USA GYMNASTICS: Hires Plews Shadley Racher as Special Counsel
USA GYMNASTICS: Hires White & Amundson as Ordinary Course Counsel
VANGUARD NATURAL: JPMorgan Chase Has 6.3% Stake as of Dec. 31
VIP RESORT: Discloses Settlement Conference with Jason Rivera
WASEEM INC: Seeks Authorization to Use Cash Collateral
WEATHERFORD INTERNATIONAL: Commences Exchange Offer for $600M Notes
WEATHERFORD INTERNATIONAL: Receives Noncompliance Notice from NYSE
WHITE EAGLE: Hires Kasowitz Benson Torres as Litigation Counsel
WHITE EAGLE: Seeks Authorization to Use Cash Collateral
WINDY CITY FINANCIAL: Prohibited From Spending Renewal Commissions
WOODLAWN COMMUNITY: May Use Cash Collateral on Interim Basis
[^] BOND PRICING: For the Week from December 31 to January 4, 2019
*********
1234 PACIFIC: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: 1234 Pacific Management LLC
744 Coney Island Avenue
Brooklyn, NY 11218
Business Description: 1234 Pacific Management LLC owns a property
located at 1234 Pacific Street, Brooklyn,
New York. The Company filed as a Domestic
Limited Liability Company in the State of
New York on Nov. 10, 2000.
Chapter 11 Petition Date: January 3, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 19-40026
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Erica T. Yitzhak, Esq.
ERICA T. YITZHAK ESQ. PC
17 Barstow Road, Suite 406
Great Neck, NY 11021
Tel: 516-466-7144
Fax: 516-466-7145
E-mail: erica@etylaw.com
Total Assets: $6,000
Total Liabilities: $4,611,272
The petition was signed by Isaac Schwartz, managing member.
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/nyeb19-40026.pdf
1943 EASTERN: Unsecureds to Get 100% in Monthly Payments
--------------------------------------------------------
1943 Eastern Parkway LLC filed a plan of reorganization and
accompanying disclosure statement.
Class 3 consists of the Allowed Unsecured Claims and are impaired.
The Bar Date for filing claims is October 10, 2018; and the
Governmental Bar Date is October 9, 2018. Allowed Class 3 Claims
will each be paid 100% in equal monthly payments. Class 3 claims
consist of the following:
Consolidated Edison
Company of New York Inc. $1,403
William Harvey/Orion
Plumbing & Heating Corp. $18,000
The Debtor receives no income currently and the Property is vacant;
however, the Debtor's principal, Terrance Jackman, has agreed to
fund the necessary costs related to the Property and the Debtor.
Mr. Jackman is a steam fitter who has cash reserves sufficient to
fund the costs of carrying the Property and the costs of the
Bankruptcy.
A full-text copy of the Disclosure Statement dated December 11,
2018, is available at:
http://bankrupt.com/misc/nyeb18-11842043cec-67.pdf
Counsel for the Debtor:
H. Bruce Bronson, Esq.
BRONSON LAW OFFFICES, P.C.
480 Mamaroneck Ave.
Harrison, NY 10528
Tel: (914) 269-2530
Fax: 888-908-6906
Email: hbbronson@bronsonlaw.net
About 1943 Eastern Parkway
1943 Eastern Parkway, LLC, is a single asset real estate company
that owns land and a building at 1943 Eastern Parkway, Brooklyn,
New York.
1943 Eastern Parkway sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42043) on April 12,
2018. At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of less
than $1 million.
Judge Carla E. Craig presides over the case.
ACHAOGEN INC: Amends Grant Agreement with the Gates Foundation
--------------------------------------------------------------
Achaogen, Inc., has entered into a License Confirmation Agreement
and a Redemption Agreement with the Bill & Melinda Gates Foundation
in connection with the amendment of certain provisions of the Grant
Agreement and the Letter Agreement each previously entered into
between the Company and the Gates Foundation and dated as of May
4, 2017. The 2018 Agreements were entered into following the
de-prioritization of antibody work by the Company, which was the
focus of the Company's collaboration with the Gates Foundation.
Among other things, the 2018 Agreements (a) terminated the
Company's obligations to conduct mutually agreed upon work,
including work related the Company's platform technology to develop
and launch a product intended to prevent neonatal sepsis, (b)
terminated the obligations of the Company to discover drug
candidates intended to prevent neonatal sepsis and the obligation
of the Gates Foundation to fund approximately $7.1 million in
grants not yet received by the Company and (c) granted the Gates
Foundation a non-exclusive license to intellectual property
developed by the Company pursuant to the Grant Agreement and Letter
Agreement in specified developing countries.
The Redemption Agreement also provided for the redemption by the
Company of the 407,331 shares of the Company's common stock
purchased by the Gates Foundation pursuant to a Common Stock
Purchase Agreement between the Company and the Gates Foundation
dated as of May 4, 2017 for an aggregate redemption price of
$5,737,082. The Company paid for the redemption of the Gates
Shares with the unused portion of the restricted cash received by
the Company pursuant to the original purchase of the Gates Shares
under the Purchase Agreement. No unrestricted cash of the Company
was used to fund the redemption.
About Achaogen, Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company
committed to the discovery, development, and commercialization of
novel antibacterials to treat multi-drug resistant gram-negative
infections. Achaogen's first commercial product is ZEMDRI, for the
treatment of adults with complicated urinary tract infections,
including pyelonephritis. The Achaogen ZEMDRI program was funded
in part with federal funds from the Biomedical Advanced Research
and Development Authority (BARDA). The Company is currently
developing C-Scape, an orally-administered
beta-lactam/beta-lactamase inhibitor combination, which is also
supported by BARDA. C-Scape is investigational, has not been
determined to be safe or efficacious, and has not been approved for
commercialization.
Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016 and a net loss of $27.09 million in 2015.
As of Sept. 30, 2018, Achaogen had $97.30 million in total assets,
$62.51 million in total liabilities, $10 million in contingently
redeemable common stock, and $24.78 million in total stockholders'
equity.
As of Sept. 30, 2018, the Company had working capital of $41.0
million and unrestricted cash, cash equivalents and short-term
investments of $58.2 million. On Nov. 5, 2018, the Company
announced that it has begun a review of strategic alternatives to
maximize shareholder value, including but not limited to the
potential sale or merger of the Company or its assets. The Company
may be unable to identify or execute such strategic alternatives
for it, and even if executed such strategic alternatives may not
enhance stockholder value or its financial position. The Company
also announced on Nov. 5, 2018 a restructuring of its organization
to preserve cash resources which is expected to reduce total
operating expenses by approximately 35-40 percent, excluding
one-time charges. The restructuring is expected to be largely
completed before the end of 2018. The restructuring is designed to
focus the Company's cash resources on the continued successful
launch of ZEMDRI and advancing C-Scape. These estimates are
subject to a number of assumptions, and actual results may differ.
The Company may also incur additional costs not currently
contemplated due to events that may occur as a result of, or that
are associated with, the restructuring.
"Based on our available cash resources, which exclude restricted
cash and $25.0 million which will be collateralized in connection
with the SVB Loan Agreement if our cash balance falls below a
certain threshold, we believe we have sufficient funds to support
current planned operations through the middle of the first quarter
of 2019. This condition results in the assessment that there is
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2018.
AGILE THERAPEUTICS: Transfers Stock Listing to Nasdaq Capital
-------------------------------------------------------------
Agile Therapeutics, Inc. has received approval from the Listing
Qualifications Department of The Nasdaq Stock Market to transfer
the listing of the Company's common stock from the Nasdaq Global
Market to the Nasdaq Capital Market. This transfer was effective
at the opening of business on Jan. 3, 2019. The Nasdaq Capital
Market is a continuous trading market that operates in
substantially the same manner as the Nasdaq Global Market, and
listed companies must meet certain financial requirements and
comply with Nasdaq's corporate governance requirements. The
Company's common stock will continue to trade under the symbol
"AGRX."
As previously reported on a Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 9, 2018, the Company
received a letter from Nasdaq on July 2, 2018, notifying the
Company that the Company did not meet the minimum bid price
requirement set forth in Nasdaq Listing Rule 5450(a)(1) for
continued listing on the Nasdaq Global Market. Following the
transfer of its listing, the Company has been granted an additional
180-day grace period to regain compliance with the Nasdaq's $1.00
minimum bid price requirement. To regain compliance and qualify
for continued listing on the Nasdaq Capital Market, the closing bid
price per share of the Company's common stock must be at least
$1.00 for at least ten consecutive business days during the
additional 180-day grace period, which will end on July 1, 2019.
If the Company fails to regain compliance during this grace period,
its common stock will be subject to delisting by Nasdaq.
About Agile Therapeutics
Agile Therapeutics, headquartered in Princeton, New Jersey --
http://www.agiletherapeutics.com/-- is a forward-thinking women's
healthcare company dedicated to fulfilling the unmet health needs
of today's women. The Company's product candidates are designed to
provide women with contraceptive options that offer freedom from
taking a daily pill, without committing to a longer-acting method.
Its lead product candidate, Twirla, (ethinyl estradiol and
levonorgestrel transdermal system), also known as AG200-15, is a
once-weekly prescription contraceptive patch that has completed
Phase 3 trials. Twirla is based on Agile's proprietary transdermal
patch technology, called Skinfusion, which is designed to provide
advantages over currently available patches and is intended to
optimize patch adhesion and patient wearability.
The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2010, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations, has experienced delays in the
approval of its product candidate and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
Agile reported a net loss of $28.30 million in 2017, a net loss of
$28.74 million in 2016 and a net loss of $30.33 million in 2015.
As of Sept. 30, 2018, Agile Therapeutics had $31.59 million in
total assets, $8.41 million in total current liabilities and $23.18
million in total stockholders' equity.
ALL-STATE FIRE: Feb. 5 Plan Confirmation Hearing
------------------------------------------------
The disclosure statement explaining the Chapter 11 plan of
All-State Fire Protection Inc. and Raymond S. Gibler is approved.
A hearing for consideration of confirmation of the Plan and
objections is set for Tuesday, February 5, 2019, at 1:30 p.m.
before the Honorable Thomas B. McNamara, in the United States
Bankruptcy Court for the District of Colorado, Courtroom E, U.S.
Custom House, 721 19th Street, Denver, Colorado.
That any objection to confirmation of the Plan will be filed with
the Court and copy served or before January 22, 2019.
About All-State Fire Protection
All-State Fire Protection, Inc., based in Wiggins, Colo.,
specializes in the installation of fire sprinkler systems for
residential and commercial clients.
All-State Fire Protection filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 17-15844) on June 23, 2016, estimating $1 million to
$10 million in assets and liabilities. The petition was signed by
Raymond Gibler, president.
The Hon. Thomas B. McNamara presides over the case.
Kenneth J. Buechler, Esq., at Buechler & Garber, serves as
bankruptcy counsel to the Debtor.
ALLEN SUPPLY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Allen Supply & Laundry Service, Inc.
975 E. 24th St.
Paterson, NJ 07513
Business Description: Founded in 1920, The Allen Supply & Laundry
Service, Inc. provides dry cleaning and
laundry services.
Chapter 11 Petition Date: January 3, 2019
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Case No.: 19-10132
Judge: Hon. John K. Sherwood
Debtor's Counsel: Scott S. Rever, Esq.
WASSERMAN, JURISTA & STOLZ, P.C.
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
E-mail: srever@wjslaw.com
attys@wjslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Herb Allen III, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/njb19-10132.pdf
AMERIPRO AUTO: Hires Jason A. Burgess as General Counsel
--------------------------------------------------------
Ameripro Auto Glass, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida (Jacksonville) to hire
Jason A. Burgess as its general counsel.
The professional services that Jason A. Burgess will render are:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management of its
business;
b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and Reporting
Requirements and with the Local Rules of this Court;
c. prepare motions, pleadings, orders, applications,
disclosure statements, plans of reorganization, commence adversary
proceedings, and prepare other such legal documents necessary in
the administration of this case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with their creditors
and in preparation of the disclosure statement and plan of
reorganization.
Jason A. Burgess agreed to a minimum fee of $7,500.00. Mr. Burgess'
hourly rate is $300 and the firm will charge $75 per hour for
paralegal services.
Mr. Burgess assures the Court that he does not represent any
interest adverse to the Debtor's estate.
The firm can be reached at:
Jason A. Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
1855 Mayport Road
Atlantic Beach, Florida 32233
Phone: (904) 372-4791
Fax: (904) 372-4994
E-mail: jason@jasonaburgess.com
About Ameripro Auto Glass
Ameripro Auto Glass, LLC, filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-04358) on Dec. 14, 2018, estimating under $1 million in both
assets and liabilities. Jason A. Burgess, Esq. at The Law Offices
of Jason A. Burgess, LLC, is the Debtor's counsel.
AVOWOOD INC: Hires Thompson Law Group, P.C. as Counsel
------------------------------------------------------
Avowood, Inc., seeks authority from the US Bankruptcy Court for the
Western District of Pennsylvania to hire Brian C. Thompson, Esquire
and Thompson Law Group, P.C. as counsel.
Services Thompson Law Group will render are:
a) give legal advice with respect to the Debtor’s powers and
duties as debtor-in-possession;
b) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved and object to claims filed against the Debtor's
estate;
c) prepare all necessary motions, answers, reports, orders and
other legal papers in connection with the administration of the
Debtor's estate;
d) perform any and all other legal services for the Debtor in
connection with their Chapter 11 case;
e) perform such legal services as the Debtor may request with
respect to any matter appropriate in assisting the Debtor's effort
to reorganize.
Thompson Law Group's hourly billing rates are:
Attorneys $250
Paralegals $90
Prior to the Petition Date, Thompson Law Group received a retainer
of $5,033 from the Debtor.
Brian C. Thompson, Esq., assures the Court that Thompson Law Group
does not represent or hold an interest adverse to the estate in the
matters upon which it is to be engaged, is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.
The counsel can be reached through:
Brian C. Thompson, Esq.
THOMPSON LAW GROUP, P.C.
125 Warrendale-Bayne Road, Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
E-mail: bthompson@thompsonattorney.com
About Avowood, Inc
Based in Presto, Pennsylvania, Avowood, Inc., is in the health and
dietetic food stores business. Avowood, Inc., filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Pa. Case No. 18-24847) on Dec. 19, 2018. The Debtor estimated
less than $1 million in both assets and liabilities. Brian C.
Thompson, Esq., at Thompson Law Group, P.C., is serving as the
Debtor's counsel.
BIOSCRIP INC: Coliseum Capital Has 16.1% Stake as of Dec. 31
------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities or individuals reported beneficial
ownership of shares of common stock of BioScrip, Inc. as of Dec.
31, 2018:
Shares Percentage
Beneficially of Outstanding
Reporting Person Owned Shares
---------------- ------------ ---------------
Coliseum Capital Management, LLC 24,130,114 16.1%
Coliseum Capital, LLC 18,563,295 12.8%
Coliseum Capital Partners, L.P. 15,169,203 10.7%
Coliseum Capital Partners II, L.P. 3,394,092 2.6%
Adam Gray 24,130,114 16.1%
Christopher Shackelton 24,130,114 16.1%
The percentages are calculated based upon 128,041,101 Common Shares
outstanding as of Nov. 6, 2018, as reported in the Issuer’s Form
10-Q for the quarterly period ended Sept. 30, 2018, filed with the
Commission on Nov. 6, 2018.
CCM is an investment adviser whose clients, including CCP, CCP2 and
the Separate Account, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the Common Shares, the Preferred Shares and the Warrants. CC is
the general partner of CCP and CCP2. Gray and Shackelton are the
managers of CC and CCM. CCM may have the right to receive
performance-related fees from the Separate Account and CC may have
the right to receive performance-related fees from CCP and CCP2.
A full-text copy of the regulatory filing is available at no charge
at: https://is.gd/nCbVwM
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is an independent national provider of
infusion and home care management solutions, with approximately
2,100 teammates and nearly 70 service locations across the U.S.
BioScrip partners with physicians, hospital systems, payors,
pharmaceutical manufacturers and skilled nursing facilities to
provide patients access to post-acute care services. BioScrip
operates with a commitment to bring customer-focused pharmacy and
related healthcare infusion therapy services into the home or
alternate-site setting.
BioScrip reported a net loss attributable to common stockholders of
$74.27 million for the year ended Dec. 31, 2017, compared to a net
loss attributable to common stockholders of $51.84 million for the
year ended Dec. 31, 2016.
As of Sept. 30, 2018, the Company had $579.2 million in total
assets, $615.50 million in total liabilities, $3.12 million in
series A convertible preferred stock, $87.22 million in series C
convertible preferred stock, and a total stockholders' deficit of
$126.7 million.
* * *
As reported by the TCR on Aug. 1, 2018, Moody's Investors Service
upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from
'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the
company's very high leverage and weak liquidity.
Also in August 2018, S&P Global Ratings raised its issuer credit
rating on BioScrip Inc. to 'CCC+' from 'CCC'. "The rating upgrade
reflects our belief that BioScrip will be able to meet its debt
obligations for at least the next 12 months."
BW PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: BW Property, LLC
10446 N. 74th Street, Suite 200
Scottsdale, AZ 85258
Business Description: BW Property, LLC listed its business as
Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). The Company
previously sought bankruptcy protection on
March 4, 2011 (Bankr. D. Ariz. Case No. 11-
5534).
Chapter 11 Petition Date: January 3, 2019
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 19-00076
Judge: Hon. Brenda K. Martin
Debtor's Counsel: Thomas H. Allen, Esq.
ALLEN BARNES & JONES,PLC
1850 N. Central Ave., #1150
Phoenix, AZ 85004
Tel: 602-256-6000
Fax: 602-252-4712
E-mail: tallen@allenbarneslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Larry L. Miller, manager.
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/azb19-00076.pdf
CALLAMAC INC: Hires Thompson Law Group as Counsel
-------------------------------------------------
Callamac, Inc., seeks authority from the US Bankruptcy Court for
the Western District of Pennsylvania to hire Brian C. Thompson,
Esquire and Thompson Law Group, P.C., as counsel.
Services Thompson Law Group will render are:
a) give legal advice with respect to the Debtor’s powers and
duties as debtor-in-possession;
b) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved and object to claims filed against the Debtor's
estate;
c) prepare all necessary motions, answers, reports, orders and
other legal papers in connection with the administration of the
Debtor's estate;
d) perform any and all other legal services for the Debtor in
connection with their Chapter 11 case;
e) perform such legal services as the Debtor may request with
respect to any matter appropriate in assisting the Debtor's effort
to reorganize.
Thompson Law Group's hourly billing rates are:
Attorneys $250
Paralegals $90
Prior to the Petition Date, Thompson Law Group received a retainer
of $5,033 from the Debtor.
Brian C. Thompson, Esq., assures the Court that Thompson Law Group
does not represent or hold an interest adverse to the estate in the
matters upon which it is to be engaged, is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.
The counsel can be reached through:
Brian C. Thompson, Esq.
THOMPSON LAW GROUP, P.C.
125 Warrendale-Bayne Road, Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
E-mail: bthompson@thompsonattorney.com
About Callamac, Inc.
Based in Presto, Pennsylvania, Callamac, Inc., is in the health and
dietetic food stores business. Callamac, Inc., filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Pa. Case No. 18-24848) on Dec. 19, 2018, estimating under $1
million in both assets and liabilities. Brian C. Thompson, Esq.,
at Thompson Law Group, P.C., is serving as the Debtor's counsel.
CAREVIEW COMMUNICATIONS: HealthCor Has 26.6% Stake as of Dec. 31
----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities or individuals reported beneficial
ownership of shares of common stock of CareView Communications,
Inc., as of Dec. 31, 2018:
Shares Percentage
Beneficially of Outstanding
Reporting Persons Owned Shares
----------------- ------------ --------------
HealthCor Management, L.P. 14,960,867 9.7%
HealthCor Associates, LLC 14,960,867 9.7%
HealthCor Hybrid Offshore
Master Fund, L.P. 14,960,867 9.7%
HealthCor Hybrid Offshore GP, LLC 14,960,867 9.7%
HealthCor Group, LLC 14,960,867 9.7%
HealthCor Partners Management, L.P. 16,756,257 10.7%
HealthCor Partners Management GP 16,756,257 10.7%
HealthCor Partners Fund, L.P. 16,756,257 10.7%
HealthCor Partners L.P. 16,756,257 10.7%
HealthCor Partners GP, LLC 16,756,257 10.7%
Jeffrey C. Lightcap 30,263,221 17.8%
Arthur Cohen 34,738,502 20.0%
Joseph Healey 33,943,730 19.6%
Collectively, the Reporting Persons beneficially own an aggregate
of 50,472,072 shares of Common Stock, representing (i) 5,294,663
shares of Common Stock that may be acquired upon conversion of the
Tenth Amendment Notes (including interest paid in kind through Dec.
31, 2018), (ii) 5,552,095 shares of Common Stock that may be
acquired upon conversion of the 2018 Notes (including interest paid
in kind through Dec. 31, 2018), (iii) 9,640,290 shares of Common
Stock that may be acquired upon conversion of the 2015 Notes
(including interest paid in kind through Dec. 31, 2018), (iv)
23,006,115 shares of Common Stock that may be acquired upon
conversion of the 2014 Notes (including interest paid in kind
through Dec. 31, 2018), (v) 4,000,000 shares of Common Stock that
may be acquired upon exercise of the 2014 Warrants, (vi) 1,916,409
shares of Common Stock that may be acquired upon exercise of the
2015 Warrants, (vii) 1,000,000 shares of Common Stock that may be
acquired upon exercise of the Sixth Amendment Warrants and (viii)
62,500 shares of Common Stock that may be acquired upon exercise of
the 2018 Warrants. This aggregate amount represents approximately
26.6% of the Issuer's outstanding common stock, based upon
139,380,748 shares outstanding as of Nov. 14, 2018, as reported in
the Issuer's most recent Quarterly Report on Form 10-Q, and gives
effect to the conversion of all 2014 Notes, 2015 Notes, 2018 Notes
and Tenth Amendment Notes held by the Reporting Persons into Common
Stock and the exercise of all Warrants held by the Reporting
Persons. Effective July 10, 2018, the 2011 Notes and the 2012
Notes are no longer convertible into shares of Common Stock, and
the 2011 Warrants were cancelled.
A full-text copy of the regulatory filing is available at no charge
at: https://is.gd/vjeP58
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.
CC CARE LLC: Judge Signs 17th Agreed Interim Cash Collateral Order
------------------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized CC Care, LLC, and each of
its affiliates to use cash collateral during the term of the 17th
Interim Order, solely to pay the ordinary and reasonable expenses
of operating their businesses through week ending Jan. 12, 2019.
The final hearing on Debtor's Cash Collateral Motion will be held
on Jan. 10, 2019 at 10:00 a.m.
The Debtors, together with certain non-debtor affiliates, the
Lenders Party from time to time (AR Lenders), and MidCap Funding IV
Trust (f/k/a MidCap Funding IV, LLC) as assignee of Midcap
Financial Trust (f/k/s MidCap Financial, LLC) and successor
administrative agent entered into a Credit and Security Agreement
that was amended numerous times through the present.
The AR Lenders' Prepetition Obligations are secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
AR Lenders assert they were owed $8,390,988 in revolving loan
principal obligations, plus interest, fees, costs and expenses.
Laureate Ltd., as successor in interest to the United States
Department of Housing and Urban Development ("HUD") as assignee of
the FHA mortgage, asserts claims against each Operating Debtor
based on the HUD Loan Documents, mortgage insurance contracts, and
operating lease rents applicable to each facility and against JLM
Financial Healthcare, LP, for the aggregate, are no less than (a)
$81,834,514, representing the approximate total outstanding
principal amount of the HUD loans as of the Petition Date; (b)
$82,898,528, representing the approximate aggregate amount paid by
HUD under its contracts for mortgage insurance; (c) the amount of
rents with respect to each facility, in an approximate amount not
less than the amount of debt service on the applicable HUD mortgage
loan; and (d) other unpaid amounts, obligations or claims.
The Pre-petition Agent, the AR Lenders, Laureate as successor in
interest to HUD with respect to the Assigned Claims, and Edward Don
& Company have consented to the individual Budgets for each of the
Operating Debtors.
The AR Lenders, Laureate and Edward Don, are each granted valid and
perfected, replacement security interests in and liens on all of
the Debtors' right, title and interest in to and under the
collateral. The AR Lenders, the HUD and Edward Don are also granted
an administrative expense claim with priority in payment over any
and all administrative expenses of the kinds, if and to the extent
the adequate protection of the interests of the Lenders, Laureate
and Edward Don in the collateral proves inadequate.
The Prepetition Agent, the AR Lenders, Laureate and Edward Don are
granted an administrative expense claim if and to the extent the
adequate protection of the interests of the Prepetition Agent,
Laureate and Edward Don in the collateral pursuant to the
Fourteenth Interim Order proves inadequate. Such administrative
expense claim will have priority in payment over any and all
administrative expenses.
Moreover, pursuant to the Order, the Debtors are mandated to:
(a) deliver to the AR Lenders, Laureate and Edward Don such
financial and other information concerning the business and affairs
of the Debtors, as the AR Lenders and the HUD will reasonably
request from time to time;
(b) provide the AR Lenders, Laureate and Edward Don with
detailed information as to the extent and composition of the
collateral and any collections thereon;
(c) maintain (i) insurance on the collateral and the
facilities to cover their assets from fire, theft and other damage;
and (ii) professional liability insurance, all in compliance with,
and to the extent required by, HUD Program Obligations, until the
payment in full, in cash, of all amounts due to AR Lenders and
Laureate; and
(d) maintain the collateral and their businesses in good
repair.
A full-text copy of the 17th Agreed Interim Order is available at:
http://bankrupt.com/misc/ilnb17-32406-397.pdf
About CC Care, LLC
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Ill.
FT Care Frankfort Terrace Nursing Center, Frankfort, Ill.
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill.
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, their manager and
designated representative, signed the petitions.
The cases are jointly administered under Case No. 17-32406 and
assigned to Judge Janet S. Baer.
At the time of filing, CC Care estimated $1 million to $10 million
in assets and liabilities.
The Debtors are represented by Burke Warren Mackay & Serritella
P.C.
On Nov. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Province, Inc., was
tapped as financial advisor to the Committee, effective as of June
11, 2018.
CCS MEDICAL: 29th Emergency Cash Collateral Order Entered
---------------------------------------------------------
The Hon. Michael J. Kaplan the U.S. Bankruptcy Court of the Western
District of New York has entered his 29th Emergency Order
authorizing Comprehensive Cancer Services Oncology, P.C. and CCS
Medical, PLLC, to use cash collateral to pay the following
companies in respective amounts:
* To Abbott Answering 581 LLC, for telephone answering service,
$388;
* To Hover Networks, for telephone service, $230;
* To National Fuel, for utility service, $1,436; and
* To the U.S. Trustee, for quarterly fees of CCS Medical PLLC,
$1,630;
Bank of America, N.A., the United States and all creditors holding
liens on or claims against cash collateral, are granted roll-over
or replacement liens or rights of setoffs as security to the same
extent, in the same priority, and with respect to the same assets,
as served as collateral for said creditors' prepetition
indebtedness, to the extent of cash collateral actually used during
the pending of the Chapter 11 case. To the extent that the
replacement liens fail to compensate the secured creditors for the
use of cash collateral, they will have, respectively, an
administrative claim under 11 U.S.C. Sec. 507(b).
A full-text copy of the 29th Emergency Order is available at:
http://bankrupt.com/misc/nywb18-10599-448.pdf
About CCS
Comprehensive Cancer Services Oncology, P.C., and CCS Medical,
PLLC, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No.
18-10598 and 18-10599) on April 2, 2018. In the petitions signed
by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in
assets and $10 million to $50 million in liabilities.
CCS Oncology is a professional corporation operating a practice of
medical and radiological oncology treatment, with offices in
Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS
Medical is a provider of primary care and specialty medicine
services currently operating at Orchard Park, Delaware Avenue, and
Youngs. CCS Oncology is the sole member of CCS Medical.
Judge Michael J. Kaplan is the case judge.
Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as
the Debtors' counsel.
Mark Schlant has been named the Chapter 11 trustee.
Joseph J. Tomaino of Grassi Healthcare Advisors LLC has been
appointed patient care ombudsman.
CHESAPEAKE ENERGY: $7.8MM Notes Validly Tendered for Repurchase
---------------------------------------------------------------
Chesapeake Energy Corporation announced the expiration and final
results of its offer to purchase its 2.25% Contingent Convertible
Senior Notes due 2038 at the option of the holders of the Notes
pursuant to the terms of the Notes. The offer to purchase expired
at 5:00 P.M., New York time, on Dec. 12, 2018 and withdrawal rights
with respect to tendered Notes expired at 5:00 p.m. New York time,
on Dec. 14, 2018. Holders of an aggregate of $7,809,000 principal
amount of the Notes exercised the holders' right to surrender their
Notes for repurchase, and an aggregate of $923,000 principal amount
of the Notes remains outstanding. The repurchase price for any
Notes that have been validly surrendered for purchase and not
withdrawn will be paid promptly following the later of Dec. 17,
2018 and the time of valid surrender of those Notes to the paying
agent.
The holders' right to surrender their Notes for repurchase was made
pursuant to the terms of a Company Notice dated Oct. 31, 2018,
which was attached as an exhibit to the Tender Offer Statement on
Schedule TO filed by Chesapeake with the SEC on Oct. 31, 2018.
Holders of the Notes and other interested parties may obtain a free
copy of these documents at the Securities and Exchange Commission's
website, www.sec.gov, or from the trustee, which is The Bank of New
York Mellon Trust Company, N.A.
The address for The Bank of New York Mellon is:
The Bank of New York Mellon Trust Company, N.A.
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attention: Eric Herr
Tel: 315-414-3362
About Chesapeake Energy
Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs. Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 17,300 oil and natural gas wells. The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.
Chesapeake reported net income attributable to the Company of $949
million for the year ended Dec. 31, 2017, following a net loss
attributable to the Company of $4.39 billion for the year ended
Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65
billion in total assets, $2.97 billion in total current
liabilities, $9.72 billion in total long-term liabilities, and a
total deficit of $39 million.
Chesapeake stated in its Quarterly Report for the period ended
Sept. 30, 2018 that, "Even though we have taken measures to
mitigate the liquidity concerns facing us for the next 12 months
... there can be no assurance that these measures will be
sufficient for periods beyond the next 12 months. If needed, we
may seek to access the capital markets or otherwise refinance a
portion of our outstanding indebtedness to improve our liquidity.
We closely monitor the amounts and timing of our sources and uses
of funds, particularly as they affect our ability to maintain
compliance with the financial covenants of our revolving credit
facility. Furthermore, our ability to generate operating cash flow
in the current commodity price environment, sell assets, access
capital markets or take any other action to improve our liquidity
and manage our debt is subject to the risks discussed above and
elsewhere in our periodic reports and the other risks and
uncertainties that exist in our industry, some of which we may not
be able to anticipate at this time or control."
CHESAPEAKE ENERGY: 7.25% Senior Notes Delisted from NYSE
--------------------------------------------------------
The New York Stock Exchange LLC has filed with the Securities and
Exchange Commission a Form 25 notifying the removal from listing or
registration of Chesapeake Energy Corp's 7.25% Senior Notes due
Dec. 15, 2018.
About Chesapeake Energy
Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs. Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 17,300 oil and natural gas wells. The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.
Chesapeake reported net income attributable to the Company of $949
million for the year ended Dec. 31, 2017, following a net loss
attributable to the Company of $4.39 billion for the year ended
Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65
billion in total assets, $2.97 billion in total current
liabilities, $9.72 billion in total long-term liabilities, and a
total deficit of $39 million.
Chesapeake stated in its Quarterly Report for the period ended
Sept. 30, 2018 that, "Even though we have taken measures to
mitigate the liquidity concerns facing us for the next 12 months
... there can be no assurance that these measures will be
sufficient for periods beyond the next 12 months. If needed, we
may seek to access the capital markets or otherwise refinance a
portion of our outstanding indebtedness to improve our liquidity.
We closely monitor the amounts and timing of our sources and uses
of funds, particularly as they affect our ability to maintain
compliance with the financial covenants of our revolving credit
facility. Furthermore, our ability to generate operating cash flow
in the current commodity price environment, sell assets, access
capital markets or take any other action to improve our liquidity
and manage our debt is subject to the risks discussed above and
elsewhere in our periodic reports and the other risks and
uncertainties that exist in our industry, some of which we may not
be able to anticipate at this time or control."
CHESAPEAKE ENERGY: Will Seek OK of Merger-Related Proposal
----------------------------------------------------------
A special meeting of shareholders of Chesapeake Energy Corporation
will be held on Jan. 31, 2019, at 6100 North Western Avenue,
Oklahoma City, Oklahoma 73118, to consider and vote on the
following proposals:
* to approve the issuance of shares of Chesapeake common stock
in connection with the merger between a wholly owned
subsidiary of Chesapeake and WildHorse Resource Development
Corporation as contemplated by the Agreement and Plan of
Merger, dated Oct. 29, 2018, as it may be amended from time
to time, by and among Chesapeake, Coleburn Inc., a wholly
owned subsidiary of Chesapeake, and WildHorse;
* to approve an amendment to Chesapeake's Restated Certificate
of Incorporation to increase the maximum size of Chesapeake's
board of directors from 10 members to 11 members; and
* to approve an amendment of Chesapeake's charter to increase
Chesapeake's authorized shares of common stock from
2,000,000,000 shares to 3,000,000,000 shares.
Chesapeake will transact no other business at the Chesapeake
special meeting. Chesapeake shareholder approval of the Chesapeake
issuance proposal is required to complete the merger. Approval of
the Chesapeake board size proposal and approval of the Chesapeake
authorized shares proposal are not conditions to the obligation of
either Chesapeake or WildHorse to complete the merger. The record
date for the Chesapeake special meeting has been set as Dec. 24,
2018. Only Chesapeake shareholders of record as of the close of
business on such record date are entitled to notice of, and to vote
at, the Chesapeake special meeting or any adjournments and
postponements of the Chesapeake special meeting.
The Chesapeake board of directors unanimously recommends that
shareholders vote "FOR" the Chesapeake issuance proposal, "FOR" the
Chesapeake board size proposal and "FOR" the Chesapeake authorized
shares proposal.
About Chesapeake Energy
Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs. Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 17,300 oil and natural gas wells. The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.
Chesapeake reported net income attributable to the Company of $949
million for the year ended Dec. 31, 2017, following a net loss
attributable to the Company of $4.39 billion for the year ended
Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65
billion in total assets, $2.97 billion in total current
liabilities, $9.72 billion in total long-term liabilities, and a
total deficit of $39 million.
Chesapeake stated in its Quarterly Report for the period ended
Sept. 30, 2018 that, "Even though we have taken measures to
mitigate the liquidity concerns facing us for the next 12 months
... there can be no assurance that these measures will be
sufficient for periods beyond the next 12 months. If needed, we
may seek to access the capital markets or otherwise refinance a
portion of our outstanding indebtedness to improve our liquidity.
We closely monitor the amounts and timing of our sources and uses
of funds, particularly as they affect our ability to maintain
compliance with the financial covenants of our revolving credit
facility. Furthermore, our ability to generate operating cash flow
in the current commodity price environment, sell assets, access
capital markets or take any other action to improve our liquidity
and manage our debt is subject to the risks discussed above and
elsewhere in our periodic reports and the other risks and
uncertainties that exist in our industry, some of which we may not
be able to anticipate at this time or control."
CORRIDOR MEDICAL: Taps Unique Strategies Group as Financial Advisor
-------------------------------------------------------------------
Corridor Medical Services, LLC, seeks authority from the US
Bankruptcy Court for the Western District of Texas, Austin
Division, to hire Unique Strategies Group, Inc., as financial
advisor.
Professional services to be rendered are:
a. continue to assist the Debtor in identifying strategic
alternatives and the option most likely to maximize the benefit the
debtor's creditors and therefore to the Debtor;
b. continue to assist the Debtor in preparing descriptive and
analytical tools, including potential projections, regarding
strategic alternatives;
c. assist the Debtor in the preparation and implementation of
a Plan that efficiently describes the impact to the unsecured
creditors of major transactions by the Debtor;
d. continue to assist the Debtor in identifying viable assets
and handling those assets in an manner that will generate the
maximum amount of funds to pay the Debtor's creditors; and
e. if requested, meet with any Committees in the case.
USG's hourly rates are:
Dan Bensimon $300
Beth Whatley $200
Dan Bensimon, CEO of Unique Strategies Group, Inc., attests that
USG does not represent or hold any interest adverse to Debtor, its
estate, creditors, equity security holders, or affiliates in the
matters upon which it is to be engaged, and is a "disinterested
person" within the meaning of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Dan Bensimon
Unique Strategies Group, Inc.
7028 Cielo Azul Pass
Austin, TX 78732
Phone: (512) 529-7600
E-mail: dbensimon@austin.rr.com
About Corridor Medical Services
Corridor Medical Services, Inc., provides mobile imaging and
laboratory diagnostic services. It offers digital x-ray,
ultrasound, EKG, and lab services to nursing homes, hospice
centers, assisted living facilities, clinics, surgery centers,
home-bound patients, and any place with patients who are restricted
to travel.
Corridor Medical Services and its affiliates Correctional Imaging
Services, LLC and CMMS Lab LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-11569 to
18-11571) on Nov. 30, 2018.
Corridor Medical Services estimated up to $50,000 in assets and $10
million to $50 million in liabilities as of the bankruptcy filing.
The cases have been assigned to Judge Tony M. Davis.
Barron & Newburger, PC, is the Debtors' counsel.
CTON CORP: Court Approves Disclosure Statement
----------------------------------------------
The Disclosure Statement explaining CTON Corporation's modified
plan of reorganization is approved.
The hearing to consider confirmation of the Plan will take place
before the Bankruptcy Court on February 12, 2019, at 10:00 a.m.
The last day to file with the Bankruptcy Court any objections to
confirmation of the Plan is January 17, 2019. The Debtor will file
any reply to any timely filed and served objection to confirmation
of the Plan on or before January 31, 2019.
All General Unsecured Claims against the Debtor, including any
Claim asserted by Lufti that is not a Lufti Interest Claim,
classified in Class 3, will receive, in full and final
satisfaction, release, and discharge of, and in exchange for, such
General Unsecured Claims, Cash in the Allowed Amount of the General
Unsecured Claim, payable on the six- month anniversary of the
Effective Date. No interest will be paid on Allowed General
Unsecured Claims. Class 3 is Impaired. Pursuant to section 1126 of
the Bankruptcy Code, the Holders of General Unsecured Claims are
entitled to vote to accept or reject this Plan.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y9qahneu from PacerMonitor.com at no charge.
About CTON Corporation
CTON Corporation -- https://www.ctonlab.com/ -- which also operates
under the name C-Ton Laboratory, operates in the medical laboratory
industry. Located in Torrance, California, C-Ton Lab offers a wide
range of services including chemical, immunology, toxicology,
hormones and tumor marker tests.
CTON Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-16692) on June 10,
2018. In the petition signed by its president/chief executive
officer, Issam "Sam" Kabbani, the Debtor estimated assets as of
June 8, 2018 is $566,479 and liabilities as of June 8, 2018 is
$1,690,930. Judge Hon. Barry Russel presides over the case.
David B. Shemano, Esq. at ShemanoLaw is the Debtor's counsel.
CYTORI THERAPEUTICS: Warrants Delisted from Nasdaq
--------------------------------------------------
The Nasdaq Stock Market LLC has filed a Form 25 with the Securities
and Exchange Commission notifying the removal from listing or
registration of Cytori Therapeutics, Inc.'s warrants from the
Exchange.
About Cytori
Based in San Diego, California, Cytori -- http://www.cytori.com/--
is developing, manufacturing, and commercializing
nanoparticle-delivered oncology drugs and autologous
adipose-derived regenerative cell (ADRC) therapies within its
Nanomedicine and Cell Therapy franchises, respectively. Cytori
Nanomedicine is focused on the liposomal encapsulation of
anti-neoplastic chemotherapy agents, which may enable the effective
delivery of the agents to target sites while reducing systemic
toxicity. The Cytori Nanomedicine product pipeline consists of
ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast
cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a
complex/hybrid generic drug, and ATI-1123 patented
albumin-stabilized pegylated liposomal docetaxel for multiple solid
tumors. Cytori Cell Therapy, prepared within several hours with
the proprietary Celution System and administered to the patient the
same day, has been shown in preclinical and clinical studies to act
principally by improving blood flow, modulating the immune system,
and facilitating wound repair. As a result, Cytori Cell Therapy
may provide benefits across multiple disease states and can be made
available to the physician and patient at the point-of-care.
Cytori reported a net loss of $22.68 million for the year ended
Dec. 31, 2017, compared to a net loss of $22.04 million for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, Cytori had $25.53
million in total assets, $19.39 million in total liabilities and
$6.13 million in total stockholders' equity.
The audit report of the Company's independent registered public
accounting firm BDO USA, LLP, in San Diego, California, covering
the Dec. 31, 2017 consolidated financial statements contains an
explanatory paragraph that states that the Company's recurring
losses from operations, liquidity position, and debt service
requirements raise substantial doubt about its ability to continue
as a going concern.
DIXIE ELECTRIC: Court Issues Final Decree
-----------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, on Dec. 26,
2018, issued a final decree and order closing the Chapter 11 cases
of Dixie Electric, LLC, and its debtor affiliates following the
confirmation of the Debtors' amended joint prepackaged plan of
reorganization and effective date of the Plan. Upon issuance of
the final decree order, the Court changed the caption of the case
to FR Dixie Acquisition Sub Corp., Case No. 18-12476 (Bankr. D.
Del.).
Under the First Amended Plan, Class 3 consists of all General
Unsecured Claims. All General Unsecured Claims are Allowed. All
Allowed General Unsecured Claims are Unimpaired by the Plan. At the
option of the Debtors or the Reorganized Debtors, as applicable,
(i) the Plan may leave unaltered the legal, equitable, and
contractual rights of a Holder of an Allowed General Unsecured
Claim, (ii) the Debtors or the Reorganized Debtors, as applicable,
may pay such Allowed General Unsecured Claim in full in Cash on the
Effective Date or as soon thereafter as is practicable, (iii) the
Debtors or the Reorganized Debtors, as applicable, may pay such
Allowed General Unsecured Claim in a manner agreed to by the Holder
of such Claim, or (iv) the Plan may reinstate the legal, equitable,
and contractual rights of the Holder of an Allowed General
Unsecured Claim.
Class 4 consists of all Unsecured Loan Claims and impaired. All
Unsecured Loan Claims are Allowed. In full and final satisfaction,
settlement, discharge and release of, and in exchange for, each
Allowed Unsecured Loan Claim, on the Effective Date, except to the
extent a Holder of an Allowed Unsecured Loan Claim agrees to less
favorable treatment with either (x) the Debtors, with the consent
of the Required Consenting Secured Lenders, or (y) the Reorganized
Debtors, as applicable, each Holder of an Allowed Unsecured Loan
Claim shall receive its Pro Rata share of one and three-quarters
percent (1.75%) of the New Common Stock, which New Common Stock
shall be proportionally diluted on and after the Effective Date by
New Common Stock
granted under the MIP from the MIP Award Pool.
Class 6 consists of all Intercompany Interests and impaired. All
Intercompany Interests are Allowed. Other than as contemplated in
connection with the Description of Restructuring Transactions, on
the Effective Date, all Allowed Intercompany Interests shall be
Reinstated and otherwise rendered Unimpaired.
Except as otherwise provided in the Plan or the Confirmation Order,
all Cash necessary for the Debtors or Reorganized Debtors to make
payments required pursuant to the Plan will be obtained from the
Cash balances of the Debtors and/or the Reorganized Debtors,
including Cash from operations, the DIP Facility and the New First
Lien Facility. Cash payments to be made pursuant to the Plan will
be made by the Reorganized Debtors, as applicable, or any
designated Affiliates of the Reorganized Debtors on behalf of the
Reorganized Debtors.
Holders of Unimpaired Claims shall not be required to file a Proof
of Claim with the Court and shall retain all their rights and
defenses, both legal and equitable, under applicable non-bankruptcy
law, including, but not limited to, setoff and recoupment rights,
to pursue their Unimpaired Claims in any forum with jurisdiction
over the parties. Notwithstanding anything to the contrary in the
Plan, each Holder of an Allowed Other Secured Claim, Allowed
General Unsecured Claim, or Allowed Intercompany Claim (each such
Allowed Claim, a “Specified Unimpaired Claim”) shall be
entitled to enforce its rights in respect of such Specified
Unimpaired Claim against the Debtors or the Reorganized Debtors, as
applicable, until such Specified Unimpaired Claim has been either
(a) paid in full (i) on terms agreed to between the Holder of such
Specified Unimpaired Claim and the Debtors or the Reorganized
Debtors, as applicable, or (ii) in accordance with the terms and
conditions of the applicable documentation or laws giving rise to
such Specified Unimpaired Claim or (b) otherwise satisfied or
disposed of as determined by a court of competent jurisdiction. If
the Debtors or the Reorganized Debtors dispute any Unimpaired
Claim, such dispute shall be determined, resolved or adjudicated
pursuant to applicable non-bankruptcy law.
A blacklined version of the First Amended Disclosure Statement
dated December 11, 2018, is available at:
http://bankrupt.com/misc/deb18-1812477KG-128.pdf
About Dixie Electric
Dixie Electric, LLC, a/k/a Expanse Energy Solutions, is a premier
provider of electrical infrastructure, automation and maintenance
services and materials to the oil and gas and commercial and
industrial industries. Expanse operates as a network of companies
across the United States with a wide scope of offerings that
answers the electrical demands of cutting-edge technologies in
automation, artificial lift and enhanced oil recovery.
Each of the Debtors filed a petition for reorganization under
chapter 11 of the Bankruptcy Code with the Court (Bank. D. Del.
Case No. 18-12477) on Nov. 2, 2018. The case is assigned to Judge
Kevin Gross.
The Debtors hired Simpson Thacher & Bartlett LLP, as counsel; Young
Conaway Stargatt & Taylor, LLP, as co-counsel; Prime Clerk LLC, as
administrative advisor and claims and noticing agent; and PJT
Partners LP, as investment banker.
DPW HOLDINGS: Hikes Authorized Class A Shares to 500 Million
------------------------------------------------------------
DPW Holdings, Inc. has filed a certificate of amendment to its
Certificate of Incorporation, with the Secretary of State of the
State of Delaware, to effectuate an increase to the number of
authorized shares of common stock of the Company. Pursuant to the
Certificate of Amendment, the Company increased the number of
authorized shares of its Class A common stock, par value $0.0001,
to 500,000,000 from 200,000,000. The number of authorized shares
of the Company's Class B common stock remains at 25,000,000 and the
number of authorized shares of the Company's preferred stock
remains at 25,000,000. As a result of the increase of authorized
shares of its Class A common stock, the aggregate number of the
Company's authorized shares is 550,000,000. The Authorized
Increase was approved by the Company's board of directors as of
Dec. 28, 2018, and approved by a vote of the stockholders of the
Company at the Dec. 28, 2018 Annual Meeting of Shareholders. The
Certificate of Amendment became effective upon filing with the
State of Delaware on Jan. 3, 2019.
About DPW Holdings
DPW Holdings, Inc., formerly known as Digital Power Corp. --
http://www.DPWHoldings.com/-- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies that hold global potential. Through its wholly owned
subsidiaries and strategic investments, the company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles. In
addition, the company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. DPW Holdings,
Inc.'s headquarters is located at 201 Shipyard Way, Suite E,
Newport Beach, CA 92663.
DPW Holdings incurred a net loss of $10.89 million in 2017
following a net loss of $1.12 million in 2016. As of Sept. 30,
2018, the Company had $53.10 million in total assets, $25 million
in total liabilities, and $28.09 million in total stockholders'
equity.
The report from the Company's independent accounting firm Marcum
LLP, in New York, on the consolidated financial statements for the
year ended Dec. 31, 2017, includes an explanatory paragraph stating
that the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
DRULEYSOUTH: Unsecureds to Get 15% Dividend Under Plan
------------------------------------------------------
DruleySouth, Inc., filed a Small Business Chapter 11 Plan of
Reorganization and Disclosure Statement.
Class 9: The nonpriority unsecured class of creditors consists of
$266,609.76 owed to eleven (11) different creditors. Holders of
General Unsecured Claims will receive a fifteen (15%) dividend
(more or less) on their allowed claims in equal monthly
installments at 0% interest. Specifically Debtor shall remit a
monthly total payment of $660.53, to be distributed pro-rata to
each of the Holders of General Unsecured Claims, for a period of 60
months.
Class 1: U.S.Trustee Fees: All allowed claims. Any outstanding
Trustee's Fees shall be paid on the effective date of the plan.
Class 2: Attorney/Professional Fees: First, administrative expenses
and any fees and charges assessed against the estate. All of the
professional fees will be paid according to the orders entered by
the Bankruptcy Court authorizing such payments. All amounts owed
for the administrative costs incurred during the pendency of the
bankruptcy case, and approved by the Court, will be paid within
30-days from date of entry of the order confirming the Plan.
Class 3: The Allowed Secured Claims of each creditor, person or
entity, whether or not the holder of a secured claim that is
secured by a tax lien and/or security interest in the property of
the Debtor which arises from a secured claim which is an allowed
claim of a creditor secured by a lien on property in which the
estate has an interest. Payment shall be made in 24 equal monthly
installments, commencing 30 days from the Plan’s Confirmation
Date with a final payment to be paid within 24 months from the date
of confirmation of the Plan.
Class 4: The unsecured priority franchise tax claim of the Texas
Comptroller of Public Accounts in the amount of $1,660.17 [Claim
13] which consists of $1,588.68 in unpaid franchise taxes and
$71.49 in penalties. This claim is impaired. Debtor shall pay these
taxes by remitting 3 equal monthly payments of $553.37 with the
first payment remitted within 15 days of confirmation of this Plan,
and the second payment remitted within 30 days of confirmation, and
final payment within 45 days of confirmation.
Class 5: The $280,011.00 secured portion of the claim of GN Hearing
Care Corporation dba Beltone Electronics in the amount of
$651,564.43, arising from a promissory note dated July 11, 2013, in
the original principal amount of $574,309.00 secured by that
certain Security Agreement dated May 4, 2012, the Debtor shall pay
Beltone the Class 5 Secured Claim by remitting sixty (60) equal
monthly payments of $5,348.54, beginning on the 15th day of the
first month following confirmation, and due on the 15th day of each
following month until paid in full. The unpaid principal shall earn
5.5% per annum until paid in full.
Class 6: The $371,533.43 unsecured portion of the claim of Beltone
in the amount of $651,564.43, arising from the Debtor's revolving
account for advances for the purchase of inventory from Beltone
beginning in May 4, 2012, secured by the liens perfected by the
Security Agreement and Beltone, to the extent the Debtor's assets
are valued in greater than the Class 5 Secured Claim. This claim is
impaired. The Debtor shall pay Beltone a 40% dividend ($148,613.37)
on the Class 6 Deficiency Claim by remitting 60 equal monthly
payments of $2,476.89 beginning on the 1st day of the first month
following confirmation, and due on the 1st day of each following
month until the 40% dividend ($148,613.37) is paid in full.
Class 7: The Unsecured Priority Tax Claim of the Internal Revenue
Service in the amount of $5,705.04 which consists of unpaid taxes
of $4,684.21 and unpaid interest of $1,020.83. This claim is
impaired. Debtor shall pay this $5,705.04 by remitting monthly
payments of $131.38 for 48 months with interest on the unpaid
balance accruing at 5% per annum.
Class 11: The Unsecured Non-Priority Tax Claim of the Internal
Revenue Service in the amount of $7,952.09 which consists of
$5,027.76 in penalties and unpaid interest. This claim is impaired.
The Debtor shall pay this $7,952.09 by remitting monthly payments
of $165.67 for 48 months with interest on the unpaid balance
accruing at 0% per annum. These payments shall begin 30 days from
the confirmation date.
Class 10: Equity Interests. This Class consists of the equity
interest held in the Debtor by John D. Druley (100% ownership). The
shareholder will retain his interest in the Debtor. Holders of
Equity Interests in the Debtor shall retain their interests, but
shall not receive any payments or distributions on account of those
interests until all senior classes are paid in full.
The Debtor earns income from the operation of its three (3) store
locations in which Debtor provides hearing aid fitting services and
dispensing Betone-brand hearing aids. The Debtor's business is
cyclical with the highest sales during the months of November
through April when the Winter Texan population in the Rio Grande
Valley is at its peak. In the other months, the Debtor relies
heavily on print advertising to bring in clients using specials and
other marketing tools. The Debtor participates in health fairs --
particularly, in the health fairs sponsored for Federal employees:
including the large U.S. Border Patrol & Customs officers.
A full-text copy of the Disclosure Statement dated December 17,
2018, is available at:
http://bankrupt.com/misc/txsb18-1870182-95.pdf
Attorneys for Debtor in Possession:
Jana Smith Whitworth, Esq.
Marcos D. Silva, Esq.
223 W. Nolana Ave.
McAllen, TX 78504
Tel: 956-6837800
Fax: 866-868-4224
Email: marcos@oliva.law
jana@oliva.law
About Druleysouth
Druleysouth, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 18-70182) on May 17, 2018. In the petition signed by John
D. Druley, president, the Debtor estimated $50,001 to $100,000 in
assets and $500,001 to $1 million in liabilities. The Debtor
tapped Marcos D. Oliva, P.C. as its legal counsel.
DWS CLOTHING: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------
DWS Clothing Too, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to use cash collateral
in the ordinary course of its business.
The Debtor needs immediate authority to use cash collateral to fund
its day-to-day operations and ultimately achieve a successful
reorganization. Specifically, the Debtor requires the use of cash
collateral for the payment of operating expenses, which are
reasonable and necessary business expenses that must be paid in
order to maintain and preserve its assets and to continue the
operation of its business.
The Debtor does not concede that any party has a perfected security
interest in cash collateral. The Debtor believes American Express
Bank, FSB has an interest in cash collateral and that said interest
is first priority. The amount owed by the Debtor to American
Express is approximately $16,000. American Express is asserting an
interest in the leasehold premises at Debtor's place of business,
which is valued at approximately $200,000 to $250,000.
The Debtor proposes to grant American Express a replacement lien
(i) to the extent American Express' cash collateral is used by the
Debtor and (ii) to the extend and with the same priority in
Debtor's postpetition collateral and proceeds thereof that American
Express holds in Debtor's prepetition collateral.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/flsb18-25551-3.pdf
About DWS Clothing Too
Operating as "Alene Too", DWS Clothing Too, LLC sells women's
clothes. The Company filed a Chapter 11 petition (Bank. S.D. Fla.
Case No. 18-25551) on Dec. 14, 2018. In the petition signed by
Maxine Schwartz, member, the Debtor estimated less than $50,000 in
estimated assets and $1 million to $10 million in estimated
liabilities. The Hon. Mindy A. Mora is the case judge. Jordan L.
Rappaport, Esq. at Rappaport Osborne & Rappaport, PLLC, serves as
the Debtor's counsel.
EMPRESAS CARRION: Hires Francisco J. Ramos Gonzalez as Attorney
---------------------------------------------------------------
Empresas Carrion Allende, Inc., seeks authority from the US
Bankruptcy Court for the District of Puerto Rico to hire Francisco
J. Ramos Gonzalez, Esq. as Debtor's attorney.
The attorney is to give legal advice, counsel and assistance to the
Debtor in connection with these areas and, represent the Debtor in
the ensuing proceedings.
Mr. Gonzalez will charge $200 per hour for his services, $100 per
hour for the attorney advisor and $60 per hour for paralegal
assistant, plus out-of-pocket expenses. A retainer of $6,000 has
been paid prior to filing of the petition.
Francisco J. Ramos Gonzalez, Esq. assures the Court that he is a
disinterested party within the meaning of 11 U.S.C. 101(14).
The counsel can be reached through:
Francisco J. Ramos Gonzalez, Esq.
Francisco J. Ramos & Asociados CSP
P.O. Box 19193
San Juan, PR 00919
Tel: (787) 764-5134
Fax: (787) 758-5087
Email: fjramos@coqui.net
AboutEmpresas Carrion Allende
Empresas Carrion Allende, Inc., operates a grocery store in
Arecibo, Puerto, Rico.
Empresas Carrion Allende filed its petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No.
18-07111)on Dec. 6, 2018. In the petition was signed by Sandra I.
Carrion Montalvo, president, the Debtor estimated $1 million to $10
million in both assets and liabilities. The case is assigned to
the Hon. Mildred Caban Flores. Francisco J. Ramos Gonzalez, Esq.
at Francisco J. Ramos & Asociados CSP, led by Francisco J. Ramos
Gonzalez, is the Debtor's counsel.
ENCOUNTER MEDICAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Encounter Medical Associates, LLC
DBA eMedical Associates
FKA Encounter Medical Associates, Ltd.
FKA Encounter Medical Associates, PC
3075 Ronald Reagan Blvd., Suite 510
Cumming, GA 30041-6052
Business Description: Encounter Medical Associates, LLC is a
medical group in Cumming, Georgia.
Chapter 11 Petition Date: January 3, 2019
Court: United States Bankruptcy Court
Northern District of Georgia (Gainesville)
Case No.: 19-20009
Debtor's Counsel: Edward F. Danowitz, Esq.
DANOWITZ LEGAL, P.C.
300 Galleria Parkway, SE, Suite 960
Atlanta, GA 30339-5949
Tel: (770) 933-0960
Fax: (770) 955-6654
E-mail: edanowitz@danowitzlegal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alfred Ifarinde, 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/ganb19-20009.pdf
FIRST ACCEPTANCE: A.M. Best Affirms C++ Financial Strength Rating
-----------------------------------------------------------------
AM Best has revised the outlooks to stable from negative and
affirmed the Financial Strength Rating (FSR) of C++ (Marginal) and
the Long-Term Issuer Credit Rating (Long-Term ICR) of "b" for the
subsidiaries of First Acceptance Corporation (collectively referred
to as First Acceptance Group) (Delaware). (See below for a detailed
list of companies). Concurrently, AM Best has revised the outlook
of the Long-Term ICR to stable from negative and affirmed the
Long-Term ICR of "cc" of First Acceptance Corporation.
The ratings reflect First Acceptance Group's balance sheet
strength, which AM Best categorizes as weak, as well as its
marginal operating performance, limited business profile and
marginal enterprise risk management.
The outlook revisions are based on the stabilization in the group's
earnings in 2018. The favorable trend in operating results follows
the group's revised operational focus, providing enhanced agency
services across their entire agency network. In addition, the group
has become more selective with the risks they choose to retain and
premium volume has declined sharply. As a result of this
operational shift, the group's underwriting and operating results
and overall risk-adjusted capitalization have improved
substantially.
The outlooks have been revised to stable from negative and the FSR
of C++ (Marginal) and the Long-Term ICR of "b" affirmed for the
following pooled subsidiaries of First Acceptance Corporation:
First Acceptance Insurance Company, Inc.
First Acceptance Insurance Company of Georgia, Inc.
First Acceptance Insurance Company of Tennessee, Inc.
FIRST NBC: Jan. 31 Continuation of Hearing on Disclosure Statement
------------------------------------------------------------------
On December 4, 2018, a hearing on First NBC Bank Holding Company's
First Amended Disclosure Statement, came before the Bankruptcy
Court and was converted to a status conference. At the hearing,
the Court ordered that all of the proceedings be continued to
January 31, 2018 at 10:00 A.M.
About First NBC Bank Holding
First NBC Bank Holding Company -- http://www.firstnbcbank.com/--
is a bank holding company, headquartered in New Orleans, Louisiana,
which offers a broad range of financial services through its
wholly-owned banking subsidiary, First NBC Bank, a Louisiana state
non-member bank.
First NBC Bank's primary market is the New Orleans metropolitan
area and the Florida panhandle. It serves its customers from its
main office located in the Central Business District of New
Orleans, 38 full service branch offices located throughout its
market and a loan production office in Gulfport, Mississippi.
First NBC Bank sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The
petition was signed by Lawrence Blake Jones, chief restructuring
officer. The Debtor disclosed $6 million in assets and $65 million
in liabilities as of May 10, 2017.
The bankruptcy filing follows the appointment of the Federal
Deposit Insurance Corporation as receiver of First NBC Bank, the
Debtor's wholly owned subsidiary and principal asset, on April 28,
2017, for which the Debtor has previously announced that it does
not expect any recovery.
The case is assigned to Judge Elizabeth W. Magner.
Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy
counsel. Phelps Dunbar, LLP serves as local counsel, and
PricewaterhouseCoopers LLP serves as accountant.
On May 18, 2017, the U.S. Trustee for Region 5 appointed an
official committee of unsecured creditors. Jeffrey D. Sternklar
LLC is the committee's legal counsel while Stewart Robbins & Brown,
LLC is its legal counsel.
* * *
The Creditors Committee has filed a motion seeking the appointment
of a Chapter 11 Trustee in the Debtor's case.
FLIPDADDY'S LLC: Seeks Authorization on Cash Collateral Use
-----------------------------------------------------------
Flipdaddy's, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Ohio to use property that may
constitute cash collateral of the Park National Bank and American
Express, as to post petition accounts created by the use of
American Express cards.
At the commencement of the case, the Debtor leased facilities from
which it operates four restaurants, all under the tradename,
Flipdaddy's Brilliant Burger and Craft Bar in the greater
Cincinnati, Ohio area.
The Debtor believes that Park National Bank claims an interest in
the cash collateral based on the perfected lien and financing
statements of record. The obligation to Park National is based on
three separate debt instruments, all of which are cross
collateralized by the Cash Collateral and which the Debtor believes
total approximately $1,248,663, at the date of commencement of this
case.
In addition to Park National Bank, various creditors have financing
statements of record possibly claiming a lien in cash collateral as
follows: (a) American Express Merchant Financing, with a balance
owing as of the Petition Date was approximately $21,797; (b)
Kabbage, with a balance owing as of the Petition Date was
approximately $5,200; and (c) Gordon Food Services, which the
Debtor estimates the balance due on this account was approximately
$338,000 as of the Petition Date.
It is the position of the Debtor that as a result of the date of
the perfection of the claim of Park National Bank and the value of
the Cash Collateral, Park National Bank is the only secured
creditor in the Cash Collateral. To the extent that American
Express credit cards are utilized at the Debtor created post
petition such amounts would be subject to the American Express
Merchant Financing Agreement postpetition.
The Debtor has reached an agreement with Park National Bank for the
continued use of cash collateral in the operations of its
business.
The Debtor proposes to use the Cash Collateral for the following
purposes:
(a) The continued operation of the Debtor's business
consisting of the four restaurants, including, the payment of
employees, employee benefits, the acquisition of inventory and
supplies, the payment of the utilities, debt service upon secured
claims of the Debtor and other expenses associated with the
restaurants as are ordinary and customary;
(b) Payment of expenses reasonably incurred in the
performance of responsibilities of the Debtor pursuant to the
Rental Agreements between the Debtor and the Lessors of the
facilities from which the Debtor operates the restaurants;
(c) Payment of reasonable professional fees approved by the
Court;
(d) Payment of trustee fees or commissions as necessary; and
(e) Payment of other administrative operational costs as are
ordinary and customary.
To provide the adequate protection, the Debtor offers the
following:
(a) Park National Bank and American Express will be granted a
replacement lien to the same extent, validity and priority as
existed on the Petition Date under the Park National Bank and
American Express debt instruments, in cash collateral owned as of
or acquired after the Petition Date.
(b) The Debtor will maintain insurance on the Property in
amount which is customarily appropriate for the nature of the
Property.
(c) The Debtor will pay and keep current all taxes which
accrue post-petition.
(d) The Debtor will deposit all income received in its
General Account, and Park National Bank will be deemed to hold a
secured interest in this Account to the same extent, validity and
priority as existed on the Petition Date with respect to its
interest in cash collateral under Park National Bank's debt
instruments.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ohsb18-14408-10.pdf
About Flipdaddy's, LLC
Flipdaddy's, LLC, a/k/a Flipdaddy's Brillant Burgers and Craft Beer
Bar -- https://www.flipdaddys.com/ -- is a restaurant group with
four locations in Ohio and Kentucky. Flipdaddy's menu includes
salads, paninis, burgers, and beers. The Company was founded in
2010.
Flipdaddy's, LLC, filed a voluntary petition under Chapter 11 of
Title 11 of the United States Code (Bankr. S.D. Ohio Case No.
18-14408) on Dec. 6, 2018. In the petition signed by Thomas Sacco,
CEO, the Debtor estimated $1 million to $10 million in both assets
and liabilities. The Hon. Jeffery P. Hopkins is the case judge.
Diller and Rice, LLC, led by name partner Steven L. Diller,
represents the Debtor.
GB SCIENCES: Amends Resale Prospectus on 65M Shares of Common Stock
-------------------------------------------------------------------
GB Sciences, Inc. has filed with the Securities and Exchange
Commission an amended Form S-1 registration statement in connection
with the registration for resale of 65,016,312 shares of its common
stock by certain of the Company's selling stockholders who may
acquire those shares upon the exercise of warrants. While the
Company will receive the proceeds from the exercise of the
warrants, the Selling Stockholders will receive all of the proceeds
from the sale of the Warrant Shares. The Company will pay all
expenses incident to the registration of the shares under the
Securities Act of 1933, as amended.
At the present time the Company's common stock is listed on the
OTCQB under the symbol GBLX. The Selling Stockholders will sell
the shares at prevailing market prices or at privately negotiated
prices.
A full-text copy of the amended prospectus is available at no
charge at: https://is.gd/4CNv0N
About GB Sciences
Las Vegas, Nevada-based GB Sciences, Inc., formerly Growblox
Sciences, Inc., is developing and utilizing state of the art
technologies in plant biology, cultivation and extraction
techniques, combined with biotechnology, and plans to produce
consistent and measurable medical-grade cannabis, cannabis
concentrates and cannabinoid therapies. The Company seeks to be an
innovative technology and solution company that converts the
cannabis plant into medicines, therapies and treatments for a
variety of ailments.
GB Sciences reported a net loss of $23.16 million for the 12 months
ended March 31, 2018, compared to a net loss of $10.08 million for
the 12 months ended March 31, 2017. As of Sept. 30, 2018, the
Company had $30.40 million in total assets, $8.39 million in total
liabilities, and $22 million in total equity.
Soles, Heyn & Company, LLP's audit opinion included in the
company's Annual Report on Form 10-K for the year ended March 31,
2018 contains a going concern explanatory paragraph stating that
the Company had accumulated losses of approximately $58,230,000,
has generated limited revenue, and may experience losses in the
near term. These factors and the need for additional financing in
order for the Company to meet its business plan, raise substantial
doubt about its ability to continue as a going concern.
GNC HOLDINGS: Closes Issuance of 50,000 Preferred Shares to Hayao
-----------------------------------------------------------------
GNC Holdings, Inc., has received the $50,000,000 purchase price
from Hayao and issued 50,000 shares of Preferred Stock to Hayao.
Accordingly, the Second Issuance has been completed.
On Feb. 13, 2018, GNC Holdings entered into a Securities Purchase
Agreement by and between the Company and Harbin Pharmaceutical
Group Holdings Co., Ltd., pursuant to which the Company agreed to
issue and sell to the Investor, and the Investor agreed to purchase
from the Company, 299,950 shares of a newly created series of
convertible preferred stock of the Company, designed the "Series A
Convertible Preferred Stock", for a purchase price of $1,000 per
share, or an aggregate of approximately $300 million. The
Convertible Preferred Stock is convertible into shares of the
common stock of the Company at an initial conversion price of $5.35
per share, subject to customary anti-dilution adjustments.
Pursuant to the terms of the Securities Purchase Agreement,
Investor assigned its interest in the Securities Purchase Agreement
to Harbin Pharmaceutical Group Co., Ltd., a company incorporated in
the People's Republic of China ("Hayao").
On Nov. 7, 2018, the Company and Hayao entered into an Amendment to
the Securities Purchase Agreement, pursuant to which the Company
and Hayao agreed, among other things, to complete the Securities
Purchase as follows: (i) 100,000 shares of Preferred Stock that
were issued on Nov. 8, 2018 for a total purchase price of
$100,000,000, (ii) 50,000 shares of Preferred Stock to be issued on
Dec. 28, 2018 for a total purchase price of $50,000,000 and (iii)
149,950 shares of Preferred Stock to be issued on Feb. 13, 2019 for
a total purchase price of $149,950,000.
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty health, wellness and performance retailer. GNC connects
customers to their best selves by offering an assortment of health,
wellness and performance products, including protein, performance
supplements, weight management supplements, vitamins, herbs and
greens, wellness supplements, health and beauty, food and drink and
other general merchandise. This assortment features proprietary
GNC and nationally recognized third-party brands. GNC's
diversified, multi-channel business model generates revenue from
product sales through company-owned retail stores, domestic and
international franchise activities, third-party contract
manufacturing, e-commerce and corporate partnerships. As of Sept.
30, 2018, GNC had approximately 8,500 locations, of which
approximately 6,400 retail locations are in the United States
(including approximately 2,200 Rite Aid franchise
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings incurred a net loss of $148.9 million in 2017 and a
net loss of $286.3 million in 2016. As of Sept. 30, 2018, the
Company had $1.47 billion in total assets, $1.65 billion in total
liabilities, and a total stockholders' deficit of $170.68 million.
* * *
As reported by the TCR on Nov. 15, 2018, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on Pittsburgh-based
vitamin and supplement retailer GNC Holdings Inc. and removed all
of its ratings on the company from CreditWatch, where S&P placed
them with negative implications on Feb. 14, 2018. "The affirmation
reflects our belief that GNC's capital structure remains
unsustainable over the long term in light of its current operating
performance, including its cash flow generation, because of
increased competitive threats amid the ongoing secular changes in
the retail industry.
HARAS SANTA: Pays Approximately $905K Under Plan
------------------------------------------------
Haras Santa Isabel Inc. filed with the U.S. Bankruptcy Court for
the District of Puerto Rico a disclosure statement.
The Debtor's plan of reorganization contemplates the sale of all of
its assets to the purchaser, including all of its real properties,
thoroughbreds, inventories, furniture, fixtures, improvements,
equipment, trademarks, trade names and supplies, and others, for
$850,000.00. The sale will be financed through a credit facility to
be granted to the purchaser by Puerto Rico Farm Credit.
From the cash proceeds of the sale and the estimated cash in
Debtor's accounts, estimated in $55,000, the Debtor will pay on the
Effective Date, $700,000 to Abbey; 100% of allowed administrative
expense claims; 100% of allowed priority tax claims up to $100,000;
100% of other priority claims; and will reserve a carve out for
$50,000 to pay allowed general unsecured claims, on a pro-rata
basis.
The Debtor disclosed that the holders of the allowed general
unsecured claims will be paid in full satisfaction on the effective
date, approximately 1% thereof from a $50,000 carve out to be
reserved for the unsecured creditors from the proceeds of the sale
of the Debtor's assets.
The Debtor will effect all the payments on the effective date from
the proceeds of the sale of its assets and the estimated cash
balance in the Debtor's debtor-in-possession accounts. The total
distributions under the Plan are estimated in $901,000.00.
The cash proceeds from the sale of the Debtor's assets are
estimated in $850,000.00. The Debtor estimates that the net cash in
its debtor-in-possession bank accounts, resulting from the
collections of accounts receivable, will be approximately $55,000.
Therefore, total funds to make the payments under the Plan will be
approximately $905,000, sufficient to make the same.
The Debtor is represented by:
Charles A. Cuprill, Esq.
CHARLES A. CUPRILL P.S.C. LAW OFFICES
356 Fortaleza Street
San Juan, PR 00901
Tel.: 787-977-0515
Fax: 787-977-0518
Email: ccuprill@cuprill.com
A full-text copy of the Disclosure Statement, dated December 13,
2018, is available at:
http://bankrupt.com/misc/prb18-07077-13.pdf
About Haras Santa Isabel
Haras Santa Isabel Inc. is a privately-held company in Coamo,
Puerto Rico, in the horse breeding business.
Haras Santa Isabel previously sought bankruptcy protection (Bankr.
D.P.R. Case No. 10-06672) on July 27, 2010.
Haras Santa Isabel again sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-07077) on Dec. 4, 2018.
At the time of the filing, the Debtor disclosed $2,579,669 in
assets and $8,787,638 in liabilities. The case is assigned to
Judge Enrique S. Lamoutte Inclan. The Debtor tapped Charles Alfred
Cuprill, Esq., at Charles A Cuprill, PSC Law Offices, as its legal
counsel.
HH & JR: Jan. 17 Disclosure Statement Hearing
---------------------------------------------
The Disclosure Statement Hearing explaining the Chapter 11 plan of
HH & JR INC., d/b/a One Stop, will be held at United States
Bankruptcy Court, 1515 North Flagler Drive, Courtroom B, 8th Floor,
West Palm Beach, Florida 33401 on January 17, 2019 at 2:00 p.m.
Deadline for Objections to Disclosure Statement will be on January
10, 2019.
The Debtor owns and operates a convenience and check cashing store
located at 7459 South Military Trail, Suite A, Lake Worth, Florida
33463.
On June 28, 2017 the Debtor entered into an agreement to purchase
a
retail liquor license to sell "package goods" for a total
consideration of $100,000 pursuant to the following terms:
$20,000.00 down and the balance of $80,000.00 at 12% interest,
amortized over 10 years with monthly payments of $1,147.77 until
July 1, 2022, at which a balloon payment of $52,745.53 becomes
due.
The loan is secured by a UCC-1 filed against the liquor license.
The Debtor's Plan provides for an additional month’s payment
of
$1,147.77 and then a balloon payment of $51,597.76 on August 1,
2022 (Class 1). This class is impaired.
Class 3 consists of all Allowed Unsecured Claims against the
Debtor. In full satisfaction of their claims, the unsecured
creditors will share pro rata quarterly payments of $1,300.00 for
a
period of five years following the Effective Date, for a total of
$26,000. The Debtor will pay $800.00 of the quarterly payment and
the Debtor's principal will pay $500 of the quarterly payment.
The Debtor borrowed approximately $263,000 from four "hard money
lenders" to finance his expansion of the business. In the original
bankruptcy, of the four lenders, only LG Funding, LLC filed a
proof
of claim (POC-1) for $68,669.25. The claims of the four "hard
money
lenders" (Capital Advance Services LLC; Rapid Advance; Richmond
Capital Group and LG Funding, LLC) were, and are again, all
scheduled as contingent, unliquidated and disputed. The President
of the Debtor has personally guaranteed all of these loans.
Included in the unsecured class is the claim of the US Trustee for
$89,000.00 for fees owed from the prior bankruptcy. The Debtor
could not afford to pay the quarterly fees when the rate increased
to 1% of disbursements for disbursements exceeding a million
dollars per quarter.
A copy of the Disclosure Statement is available at
https://tinyurl.com/ya44qncc from PacerMonitor.com at no charge.
About HH & JR, Inc.
Headquartered in Lake Worth, Florida, HH & JR Inc., which conducts
business under the name One Stop, previously filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 17-19473) on July
27, 2017.
HH & JR Inc. again filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 18-23132) on Oct. 23, 2018, disclosing under $1
million in both assets and liabilities.
Chad T. Van Horn, Esq., at Van Horn Law Group, P.A., serves as the
Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of HH & JR Inc. as of Dec. 14, according to a
court docket.
HMSW CPA: Jan. 22 Disclosure Statement Hearing
----------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas conditionally approved the combined plan and
disclosure statement of HMSW CPA, PLLC.
The hearings on final approval of the Combined Plan and Disclosure
Statement as a disclosure statement and confirmation of the plan
have been set for January 22, 2019, at 1:30 P.M.
January 17, 2019 is fixed as the last day for filing and serving
written objections to the Combined Plan and Disclosure Statement.
About HMSW CPA, PLLC
HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public
accounting firm in Arlington, Texas. The company offers audit and
assurance, tax compliance, business advisory, accounting and
financial advisory services to small and medium size businesses. It
also provides a wide range of business services for companies
seeking to outsource payroll, transaction processing and basic
accounting functions.
HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the
petition signed by Cheree D. Bishop, president and manager, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities. The Hon. Mark X. Mullin presides over
the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC,
serves as bankruptcy counsel.
HMSW CPA: Jan. 22 Plan Confirmation Hearing
-------------------------------------------
The hearing to consider confirmation of the Combined Plan of
Reorganization and Disclosure Statement of HMSW CPA, P.L.L.C., will
be on January 22, 2019 at 1:30 p.m. Central Time.
The last day for filing objections to plan Confirmation will be on
January 17, 2019.
Class 5 - Any Allowed General Unsecured Claims and impaired. On the
Distribution Date, each holder of an Allowed General Unsecured
Claim will receive, in full and final satisfaction of its General
Unsecured Claim, a Plan Unsecured Note in the amount of its Allowed
General Unsecured Claim.
Class 3A through 3Z - Any Allowed Secured Claims not Otherwise
Classified are impaired. Each holder of a Allowed Secured Claim
against the Debtor, other than those classified in Class 1 or Class
2, will receive on the Distribution Date in full and final
satisfaction of its Class 3 Allowed Secured Claim at the Debtor's
option, either [i] payment pursuant to the agreements between such
holder and the Debtor; [ii] a Plan Secured Note in the amount of
its Allowed Secured Claim [in which case, the holder shall retain
its Liens as they existed on the Petition Date to secure the Plan
Secured Note], or [iii] the surrender to such holder of all
Collateral securing such Allowed Secured Class 4 Claim in
accordance with In re Sandy Ridge Development Corp, 881 F.2d 1346
[5th Cir. 1989], in which case such Allowed Class 3 Claim shall be
deemed paid in full and fully satisfied and any deficiency thereon
shall be treated as a General Unsecured Claim.
Class 4 - Any Allowed Priority Non-Tax Claims are impaired. Each
holder of an Allowed Priority Non-Tax Claim shall receive two Cash
payments, each in the amount of 50% of such holder's Allowed
Priority Non-Tax Claim. Such payments shall be made on the
Effective Date and the first day of the sixth month following the
Effective Date.
Class 6 - Interests in the Debtor are impaired. Allowed Interests
in the Debtor shall be extinguished.
The Debtor believes that its most cost-effective and financially
profitable strategy is for the Debtor be merged into Bishop Sharp
CPA, P.L.L.C. with Bishop Sharp CPA, P.L.L.C. being the sole
surviving entity and such that the Bishop Sharp CPA, P.L.L.C.,
continues to be afforded the protection under the non-compete
provisions owed by Simmons. Accordingly, this Plan is a plan of
merger in accordance with Section 1123 of the Bankruptcy Code which
will transfer all rights of KSW CPA, P.C. (together with computer
equipment and furniture used by the Debtor) and the Debtor to
Bishop Sharp CPA, P.L.L.C. This merger will provide additional
revenue and reduced overhead by eliminating duplicative costs of
operations for all entities.
A full-text copy of the Disclosure Statement dated December 11,
2018, is available at:
http://bankrupt.com/misc/txnb18-1843569mxm11-45.pdf
Counsel for the Debtor is Howard Marc Spector, Esq., and Nathan M.
Johnson, Esq., at Spector & Johnson, PLLC, Dallas, Texas.
About HMSW CPA, PLLC
HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public
accounting firm in Arlington, Texas. The company offers audit and
assurance, tax compliance, business advisory, accounting and
financial advisory services to small and medium size businesses. It
also provides a wide range of business services for companies
seeking to outsource payroll, transaction processing and basic
accounting functions.
HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the
petition signed by Cheree D. Bishop, president and manager, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities. The Hon. Mark X. Mullin presides over
the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC,
serves as bankruptcy counsel.
HUT AIRPORT LIMOUSINE: Says Bank Consents to Use of Cash Collateral
-------------------------------------------------------------------
HUT Airport Limousine, Inc., d/b/a HUT Airport Shuttle, filed an
amended motion asking the U.S. Bankruptcy Court for the District of
Oregon to authorize the use of cash collateral in the ordinary
course of its business.
According to the amended motion, the Debtor's counsel and Columbia
State Bank's counsel have negotiated and are in agreement to the
terms of a consensual use of cash collateral.
A preliminary hearing on the Debtor's Cash Collateral Motion will
be held on Jan. 8, 2019 at 11:00 a.m.
The Debtor requires the use of cash collateral in either scenario
for continued operation in an effort to reorganize, or in order to
implement an orderly liquidation process if reorganization is not
possible. The Debtor submits all of its cash on the Petition Date
constitutes cash collateral, so the Debtor can neither continue to
operate nor liquidate its business in an orderly manner without the
use of cash collateral.
The Debtor believes that the use of cash collateral will not harm
its primary lender, Columbia State Bank, because if Debtor cannot
reorganize, its use of cash collateral will result in an increase
in the liquidation value of the Bank's collateral.
As of the Petition Date, the Debtor owed Columbia State Bank
approximately $1,192,903 pursuant to the terms of that certain
Credit and Security Agreement, secured by (i) a security interest
in substantially all of Debtor's personal property; and (ii) and a
lien on the real estate of the Debtor's President, Doris Hutmacher
located at 34030 Excor Rd. SW, Albany, Oregon with an assessed real
market value of $719,620.
Further, to the extent that Debtor's secondary secured creditors --
Fundation Group and Expansion Capital -- have either a secured or
unsecured claim, the Debtor asserts that use of the cash collateral
will produce income needed to pay creditors and liquidation would
likely pay the secondary creditors nothing.
Fundation Group is owed approximately $45,000, secured by a
security interest in substantially all of Debtor's personal
property. Expansion Capital is owed approximately $98,001 pursuant
to the terms of that certain Credit and Security Agreement, secured
by a security interest in substantially all of Debtor's personal
property.
The Debtor is prepared to provide the following additional adequate
protection:
(i) Creditors who hold a right to cash collateral should be
granted a post-petition security interest in an amount equal to the
diminution in the value of their interest in cash collateral and
the collateral, with the same relative priorities as between the
Secured Creditors as they enjoyed in such cash collateral at the
beginning of this case, if any.
(ii) Cash Collateral will be used only in accordance with the
Budget.
(iii) The Debtor will timely file its monthly operating
reports.
(iv) Debtor expects to have a plan of reorganization filed
promptly.
Columbia Bank will receive additional adequate protection in the
form of the payments Debtor pays in rent in the amount of $4,110
per month. The loan of Columbia Bank is secured not only by the
cash of the Debtor, but also the real estate owned by Doris
Hutchinson. The Debtor proposes to continue paying Hutchinson for
the use of the real estate. Hutchinson will in turn continue making
payments to Columbia Bank. If required, Debtor will make the rental
payments directly to Columbia Bank so that the payments remain
under the jurisdiction of the Court.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/orb18-63699-18.pdf
About HUT Airport Limousine
HUT Airport Limousine, Inc., doing business as HUT Airport Shuttle
-- http://www.hutshuttle.com/-- is an airport shuttle services
company based in Albany, Oregon. Hut Shuttle has pick-up and
drop-off service at the following locations: Albany (HUT Office),
Albany Comfort Suites, Corvallis (Hilton Garden), Eugene (UO
Student Rec Center), OSU McNary Hall (West stairwell), Portland
Airport (PDX), Salem Airport (SLE), and Woodburn (Best Western).
HUT Airport Limousine filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 18-63699) on Dec. 6, 2018. Judge Thomas M. Renn oversees
the case. Barnes Law Offices, PC, led by principal, Keith D.
Karnes, is the Debtor's counsel. The petition was signed by Doris
Hutmacher, president. At the time of filing, the Debtor had
$185,837 in total assets and $2,253,913 in total debt.
I-17 PROPERTIES: Owners Retain Ownership Under Amended Plan
-----------------------------------------------------------
I-17 Properties NNY, LLC filed with the U.S. Bankruptcy Court for
the District of Arizona a first amended plan of reorganization.
According to the Plan, Julian Weltsch, an unsecured Creditor, has a
claim of $200,000.00. Weltsch is an insider of the Debtor and
accordingly will not be paid under the Plan.
The proceeds for the satisfaction of the claims of the creditors
will derive from the business revenues received by the Debtor and
any money being contributed by the owners. Under the Plan, the
owners will retain full ownership of the Debtor. From personal
funds, the owners will contribute on a monthly basis the sums
necessary to assist the Debtor in satisfying Plan payment
requirements. It is the belief of the owners that if a Chapter 7
liquidation occurs, there will be absolutely no funds left for the
owners of the Debtor.
The Debtor is represented by:
Donald W. Powell, Esq.
CARMICHAEL & POWELL, P.C.
6225 North 24th Street, Suite 125
Phoenix, AZ 85016
Tel.: (602) 861-0777
Email: d.powell@cplawfirm.com
A full-text copy of the First Amended Plan, dated December 13,
2018, is available at:
http://bankrupt.com/misc/azb18-07133-67.pdf
About I-17 Properties NNY LLC
I-17 Properties NNY, LLC is the 100% owner of a real property
located at 10004 North 26th Drive, Phoenix, Arizona, valued by the
company at $1.80 million. It filed as a single asset real estate
(as defined in 11 U.S.C. Section 101(51B)).
I-17 Properties NNY sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-07133) on June 19,
2018. In the petition signed by Gregory A. Weltsch, manager, the
Debtor disclosed $1.93 million in assets and $2.41 million in
liabilities.
Judge Paul Sala presides over the case. The Debtor tapped
Carmichael & Powell, P.C., as its legal counsel.
The Debtor filed in its case a Chapter 11 plan of reorganization
and disclosure statement.
IDEANOMICS INC: Shareholders Elect Nine Directors
-------------------------------------------------
At the Annual Meeting of Shareholders of Ideanomics, Inc. held on
Dec. 28, 2018, holders of the Company's Common Stock and Series A
Preferred Stock, voting together as a single class, elected nine
directors to the Company's Board of Directors to hold office for a
one-year term until the annual meeting of shareholders in 2019 and
until their successors are re-elected and qualified. The
newly-elected directors are: Alfred Poor, Shane McMahon, Chao Yang,
James Cassano, Jerry Fan, Jin Shi, Kang Zhao, Richard Frankel, and
Brett McGonegal.
The Shareholders also ratified the selection of BF Borgers CPA PC
as independent registered public accounting firm for the fiscal
year ending Dec. 31, 2018.
About Ideanomics
Ideanomics, formerly known as Seven Stars Cloud Group, Inc., seeks
to become a next generation fintech company by leveraging
blockchain and artificial intelligence technologies. The Company
is headquartered in New York, NY, and has planned a "Fintech
Village" center for Technology and Innovation in West Hartford, CT,
and has offices in London, Hong Kong and Beijing, China.
Seven Stars reported a net loss of $10.19 million for the year
ended Dec. 31, 2017, compared to a net loss of $28.50 million for
the year ended Dec. 31, 2016. As of Sept. 30, 2018, Ideanomics had
$167.72 million in total assets, $123.10 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $43.35 million in total equity.
B F Borgers CPA PC's report on the consolidated financial
statements for the year ended Dec. 31, 2017, contains an
explanatory paragraph expressing substantial doubt regarding the
Company's ability to continue as a going concern. The auditors
stated that the Company incurred recurring losses from operations,
has net current liabilities and an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
INLAND FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Inland Family Practice Center, LLC
fdba St. Michael's Urgent Care of Hattiesburg
908 West Pine St.
Hattiesburg, MS 39401
Business Description: Inland Family Practice Center, LLC --
http://www.inlandfamilypractice.com-- is a
privately owned family practice clinic
serving Hattiesburg and South Eastern
Mississippi. Established in 2008, the
Company has a state of the art facility in
Hattiesburg.
Chapter 11 Petition Date: January 3, 2019
Court: United States Bankruptcy Court
Southern District of Mississippi
(Gulfport-6 Divisional Office)
Case No.: 19-50020
Judge: Hon. Katharine M. Samson
Debtor's Counsel: Patrick A. Sheehan, Esq.
SHEEHAN LAW FIRM
429 Porter Avenue
Ocean Springs, MS 39564-3715
Tel: 228-875-0572
Fax: 228-875-0895
E-mail: pat@sheehanlawfirm.com
Mike@sheehanlawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ikechukwu Okorie, sole member.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mssb19-50020.pdf
INNOVAK INTERNATIONAL: Secureds to Get Monthly Payments Under Plan
------------------------------------------------------------------
Innovak International, Inc. filed with the U.S. Bankruptcy Court
for the District of South Carolina a disclosure statement
concerning its plan of reorganization.
The secured claims held by the creditors with security interests in
real and/or personal property, including stock, shall be paid in
monthly installments beginning on the Effective Date of the Plan
and continuing until such time they are paid in an amount
commensurate with the fair market value of the underlying
collateral plus interest provided that any deficiency shall be
treated as an unsecured claim, unless the collateral securing these
debts is to be surrendered, in which case any deficiency shall be
treated.
Further, the Debtor disclosed that the claims of Class(A) General
Unsecured Creditors shall be impaired under the Plan. Such Class
6(A) shall be paid 100% of their allowed claims without interest
after the Effective Date as set forth in the Plan of
Reorganization. Class 6(B) General Unsecured Creditors shall
receive payment under the Plan pursuant to a Bankruptcy Court
approved settlement. Meanwhile, Class 6(C) General Unsecured
Creditors shall not receive any payment under the Plan. Class 6(A)
thru (C) are deemed to be impaired.
The Debtor is represented by:
Robert A. Pohl, Esq.
POHL, PA
32 South Main Street, Suite 215
Greenville, SC 29601
Tel.: (864) 233-6294
Fax: (864) 558-5291
Email: Robert@POHLPA.com
A full-text copy of the Disclosure Statement, dated December 13,
2018, is available at:
http://bankrupt.com/misc/scb18-00768-49.pdf
About Innovak International
Innovak International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00768) on Feb. 16,
2018. In the petition signed by Robert Remington, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $100,000. Judge Helen E. Burris presides over the case.
POHL, PA, is the Debtor's counsel.
INPIXON: Sabby Volatility Has 4.9% Stake as of Dec. 31
------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Sabby Volatility Warrant Master Fund, Ltd. disclosed
that as of Dec. 31, 2018, it beneficially owns 78,936 shares of
Inpixon's common stock, representing approximately 4.99% of the
Common Stock outstanding. Sabby Management, LLC and Hal Mintz each
beneficially own 78,936 shares of the Common Stock. Sabby
Management, LLC and Hal Mintz do not directly own any shares of
Common Stock, but each indirectly owns 78,936 shares of Common
Stock. Sabby Management, LLC, a Delaware limited liability
company, indirectly owns 78,936 shares of Common Stock because it
serves as the investment manager of Sabby Volatility Warrant Master
Fund, Ltd. Mr. Mintz indirectly owns 78,936 shares of Common Stock
in his capacity as manager of Sabby Management, LLC.
A full-text copy of the regulatory filing is available at no charge
at: https://is.gd/51Ux6q
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises worldwide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).
Inpixon reported a net loss of $35.03 million for the year ended
Dec. 31, 2017, compared to a net loss of $27.50 million for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, Inpixon had $12.99
million in total assets, $3.96 million in total liabilities and
$9.02 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2017, citing that
the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
Nasdaq Noncompliance
Inpixon received a letter from the Listing Qualifications Staff of
The Nasdaq Stock Market LLC on May 17, 2018, indicating that, based
upon the closing bid price of the Company's common stock for the
last 30 consecutive business days beginning on April 5, 2018 and
ending on May 16, 2018, the Company no longer meets the requirement
to maintain a minimum bid price of $1 per share, as set forth in
Nasdaq Listing Rule 5550(a)(2).
JAMES CANDY: Allowed Interim Use of OceanFirst Cash Collateral
--------------------------------------------------------------
The Hon. Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for
the District of New Jersey has entered an interim agreed order
approving James Candy Company's agreement with OceanFirst Bank,
N.A. f/k/a OceanFirst Bank, as successor to Cape Bank authorizing
the use cash collateral as set forth in the budget.
OceanFirst consents and Debtor is authorized to use cash collateral
up to the aggregate amount of $5,257,818 in accordance with the
cash collateral budget for the time period from Nov. 7, 2018
through Dec. 31, 2019, for the following purposes:
(a) maintenance and preservation of its assets;
(b) continued operation of its business, including but not
limited to payroll, payroll taxes, employee expenses, insurance
costs, and quarterly statutory fees payable to the U.S. Trustee;
(c) the completion of work-in-process;
(d) the purchase of replacement inventory;
(e) quarterly real estate taxes; and
(f) payment of adequate protection payments to OceanFirst in
the sum set forth in the Parties' loan documents.
The Debtor acknowledged and agreed that OceanFirst has a valid and
subsisting first lien and security interest in all of Debtor's
assets securing its indebtedness in the approximate principal
amount of $2,886,112, as of the Petition Date.
As adequate protection for use of cash collateral, OceanFirst is
granted:
(a) A replacement perfected security interest, to the extent
OceanFirst's cash collateral is used by Debtor, with the same
priority in Debtor's post-petition collateral and proceeds thereof,
that OceanFirst held in Debtor's pre-petition collateral, subject
to quarterly statutory fees payable to the U.S. Trustee.
(b) To the extent the adequate protection provided proves
insufficient to protect OceanFirst's interest in and to the cash
collateral, OceanFirst will have a superpriority administrative
expense claim, pursuant to Section 507(b) of the Bankruptcy Code,
having senior priority of right of payment over any and all other
obligations, liabilities and indebtedness of the Debtor, now in
existence or hereinafter incurred by the Debtor.
(c) The Debtor will provide periodic accountings to
OceanFirst setting forth the cash receipts and disbursements made
by the Debtor under the Order. In addition, the Debtor will provide
OceanFirst any other reports reasonably required by OceanFirst, as
well as copies of Debtor's monthly U.S. Trustee operating reports.
(d) The Debtor will make periodic cash payments to OceanFirst
in accordance with the Parties' prepetition loan documents
(including the amounts and payment schedule) as last modified and
effective as of Dec. 13, 2017.
(e) The Debtor will pay or cause to be paid when due
quarterly real estate tax and other municipal obligations with
respect to any property mortgaged to OceanFirst and owned by Debtor
or occupied Debtor in the conduct of its business, and the Debtor
will use its best efforts to cause the payment of such taxes and
obligations when due to be made by the owners of other mortgaged
properties in the parties' pre-petition loan documents, and the
Debtor will provide evidence of such payments to OceanFirst.
(f) The Debtor will permit such creditor and any of its
agents reasonable and free access to Debtor's records and place of
business during normal business hours to verify the existence,
condition and location of collateral in which said creditor holds a
security interest and to audit Debtor's cash receipts and
disbursement.
A full-text copy of the Interim Agreed Order is available at
http://bankrupt.com/misc/njb18-32139-22.pdf
About James Candy Company
James Candy Company is a candy company in Atlantic City, New
Jersey, offering a wide selection salt water taffy, fudge, and
macaroons.
James Candy Company, based in Atlantic City, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the
petition signed by Frank Glaser, president, the Debtor disclosed
$2,756,944 in assets and $3,048,241 in liabilities. The Hon.
Andrew B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq.,
at Deiches & Ferschmann, serves as bankruptcy counsel to the
Debtor.
JONES ENERGY: JVL Has 16.3% of Class A Shares as of Dec. 18
-----------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities or individuals reported beneficial
ownership of shares of Class A common stock of Jones Energy Inc. as
of Dec. 18, 2018:
Shares Percentage of
Beneficially Outstanding
Reporting Person Owned Shares
---------------- ------------ --------------
JVL Advisors, LLC 812,412 16.34%
John V. Lovoi 812,412 16.34%
Navitas Fund LP 72,899 1.47%
Luxiver, LP 316,490 6.37%
Hephaestus Energy Fund, LP 233,399 4.70%
Asklepios Energy Fund, LP 26,888 0.54%
Panakeia Energy Fund, LP 31,824 0.64%
Children's Energy Fund, LP 59,851 1.20%
LVPU, LP 32,449 0.65%
Blackbird 1846 Energy Fund, LP 38,612 0.78%
The aggregate number and percentage of Shares reported are based
upon the 4,971,044 shares of Class A Common Stock outstanding as of
Oct. 26, 2018 (according to the Form 10-Q for the quarter ended
September 30, 2018 filed by the issuer with the SEC on Nov. 2,
2018).
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/ugorZ0
About Jones Energy
Austin, Texas-based Jones Energy, Inc. --
http://www.jonesenergy.com/-- is an independent oil and natural
gas company engaged in the development and acquisition of oil and
natural gas properties in the Anadarko basin of Oklahoma and Texas.
The Company's Chairman, Jonny Jones, founded its predecessor
company in 1988 in continuation of his family's long history in the
oil and gas business, which dates back to the 1920s.
Jones Energy reported a net loss attributable to common
shareholders of $109.4 million in 2017, a net loss attributable to
common shareholders of $45.22 million in 2016, and a net loss
attributable to common shareholders of $2.38 million in 2015. As
of Sept. 30, 2018, Jones Energy had $1.78 billion in total assets,
$1.24 billion in total liabilities, $93.45 million in series A
preferred stock, and $449.3 million in total stockholders' equity.
LEMKCO FLORIDA: Hires Buddy D. Ford as Counsel
----------------------------------------------
Lemkco Florida, Inc., d/b/a Spring Hill Golf & Country Club and
d/b/a Seven Hills Golfers Club, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida (Tampa) to hire
Buddy D. Ford, Esq. and Buddy D. Ford, P.A. as counsel.
Professional services the attorney will render are:
a. provide analysis of the financial situation and render
advice and assistance to the Debtor in determining whether to file
a petition under Title 11, United States Code;
b. advise the Debtor with regard to the powers and duties of
the Debtor in the continued operation of the business and
management of the property of the estate;
c. prepare and file the petition, schedules of assets and
liabilities, statement of affairs, and other documents required by
the Court;
d. represent the Debtor at the Sec. 341 Creditor's meeting;
e. give the Debtor legal advice with respect to its powers and
duties as Debtor and as Debtor in Possession in the continued
operation of its business and management of its property;
f. advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Guidelines and Reporting
Requirements and with the rules of the Court;
g. prepare, on behalf of the Debtor, necessary motions,
pleadings, applications, answers, orders, complaints, and other
legal papers and appear at hearings;
h. protect the interest of the Debtor in all matters pending
before the court;
i. represent the Debtor in negotiation with its creditors in
the preparation of the Chapter 11 Plan; and
j. perform all other legal services for Debtor as
Debtor-in-Possession which may be necessary.
The firm's standard hourly rates are:
Buddy D. Ford, Esq. $425
Sr. Associate Attorneys $375
Jr. Associate Attorneys $300
Paralegals $150
Jr. Paralegals $100
Buddy D. Ford, Esq., attests that his firm represents no interest
adverse to Debtor or the estate in matters upon which it is to be
engaged.
The firm can be reached through:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
E-mail: All@tampaesq.com
About Lemkco Florida
Lemkco Florida, a single asset real estate as defined in 11 U.S.C.
Section 101(51B), is the fee simple owner of Spring Hill Golf &
Country Club located at 12079 Coronado Drive Spring Hill, FL
34609.
Lemkco Florida filed its voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10971) on Dec. 21,
2018. In the petition signed by Darren Kahanyshyn, chief
restructuring officer, the Debtor disclosed $591,080 in total
assets and $5,456,546 in liabilities. Buddy D. Ford, P.A., is the
Debtor's counsel.
LOCKWOOD HOLDINGS: Estimates $40-50MM in Unsecured Claims
---------------------------------------------------------
Lockwood Holdings, Inc., et al., filed with the U.S. Bankruptcy
Court for the Southern District of Texas a disclosure statement
soliciting acceptance of the compromise joint chapter 11 plan.
The Plan constitutes a compromise and settlement among the Debtors,
the Committee, and the Prepetition Lenders: the Estate's claims
asserted in the Second Galveston Action and the Committee
Litigation will be settled and dismissed with prejudice, the
Prepetition Lenders will contribute $2.8 million to pay
administrative expense claims; a Creditor Trust will be formed for
the benefit of holders of Allowed General Unsecured Claims and the
Prepetition Lenders' Deficiency Claims; and the proceeds of the
various asset sales approved by the Bankruptcy Court will be turned
over to the Prepetition Lenders.
Except to the extent that a holder of an Allowed General Unsecured
Claim against a Debtor agrees to a different treatment, each holder
of an Allowed General Unsecured Claim shall receive a Class B
Interest in the Creditor Trust and thereafter receive Cash
distributions from the Creditor Trust. Distributions to holders of
Allowed General Unsecured Claims who receive a Class B Interest
shall be on a Pro Rata basis with all other Class B Interest
holders. Proceeds of the Creditor Trust shall be split 50/50
between the holders of Class A Interests and the holders of Class B
Interests. Holders of General Unsecured Claims are impaired under
the Plan and entitled to vote thereon. The general unsecured claims
are approximately at $40-50 million.
The Debtor is represented by:
Jason S. Brookner, Esq.
GRAY REED & McGRAW LLP
1300 Post Oak Blvd., Suite 2000
Houston, TX 77056
Tel.: (713) 986-7000
Fax: (713) 986-7100
Email: jbrookner@grayreed.com
-- and --
Micheal W. Bishop, Esq.
Amber M. Carson, Esq.
1601 Elm Street, Suite 4600
Dallas, TX 75201
Tel.: (214) 954-4135
Fax: (214) 953-1332
Emails: mbishop@grayreed.com
acarson@grayreed.com
A full-text copy of the Disclosure Statement, dated December 13,
2018, is available at:
http://bankrupt.com/misc/txsb18-30197-792.pdf
About Lockwood Holdings
Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately-owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products. The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service. Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.
Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 18-30197) on Jan. 18, 2018. Its affiliates LH
Aviation, LLC (Case No. 18-30198) and Piping Components, Inc. (Case
No. 18-30199) filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on Jan. 24, 2018.
The cases are jointly administered and are pending before Judge
David R Jones.
In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt. LH Aviation and
Piping Components estimated their assets in the range of $0 to
$50,000 and $50 million to $100 million in debt.
The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw
LLP as counsel, and Spagnoletti & Co. as their special litigation
counsel. Imperial Capital, LLC, is the Debtors' investment banker;
and jetAVIVA, LLC, is the aircraft broker. The Court appointed
Keen-Summit Capital Partners, LLC as the Debtors' real estate
broker, and Imperial Capital, LLC as their investment banker.
The U.S. Trustee appointed an official committee of unsecured
creditors. The Committee tapped McKool Smith, P.C., as its legal
counsel, and Stout Risius Ross, LLC, as financial advisor.
M & G USA: MGI to Fund $3MM to Unsecured Claims Pool
----------------------------------------------------
M & G USA Corporation; M & G Resins USA, LLC; M & G Polymers USA,
LLC; M & G Finance Corporation; M&G Waters USA, LLC; M & G USA
Holding, LLC; Chemtex International Inc.; Chemtex Far East, Ltd.;
and Indo American Investments, Inc., proposed a third amended joint
plan of liquidation for the resolution of Claims against and
Interests in each of the Debtors.
Under the Third Amended Plan, "Unsecured Claims Pool" means (a)
Cash in the amount of up to $50,000,000 (as the same may be reduced
by up to $8,700,000 on account of certain Monthly Inbursa
Obligations (as defined in the Corpus Christi Asset Purchase
Agreement) and other amounts, in each case solely pursuant to and
in accordance with the Bid Support Term Sheet) to be funded by the
Purchaser on the Closing Date (and subject in all respects to the
occurrence of the Closing Date) into an escrow account and
transferred to the Litigation Trust on the Effective Date; and (b)
Cash in the amount of $3,000,000 funded by MGI into an escrow
account established in accordance with and pursuant to the
Dismissal Stipulation and transferred to the Litigation Trust on
the MGI Payments Transfer Date.
On November 20, 2018, the chapter 11 cases of the following three
entities were dismissed: Mossi & Ghisolfi International S.à r.l.
(Case No. 17- 12315 (BLS)), M&G Chemicals S.A. (Case No. 17-12316
(BLS)) and M&G Capital S.à r.l. (Case No. 17-12317 (BLS)).
Corpus Christi Mechanics' Lien Reserve Claims (Class 4) are
impaired. On the Effective Date, (i) any Corpus Christi Mechanics'
Lien Claim other than any Corpus Christi Mechanics' Lien Reserve
Claim and (ii) any Corpus Christi Mechanics' Lien Reserve Claim
assigned a Reserve Amount of $0.00 on the Corpus Christi Mechanics'
Lien Schedule shall be estimated for purposes of Distributions
under the Plan in the amount of $0.00 and Allowed in such amount.
For the avoidance of doubt, in no event shall any Holder of a
Corpus Christi Mechanics' Lien Claim have recourse to the
Litigation Trust Assets on account of such Claim.
General Unsecured Claims (Class 8) are impaired. Unless otherwise
agreed by any Holder of a General Unsecured Claim and the Debtors
or the Litigation Trustee (as applicable), on the Effective Date or
as soon as reasonably practicable thereafter, each Holder of an
Allowed General Unsecured Claim, subject to the terms of this Plan,
in full and final satisfaction, settlement and release of, and in
exchange for, such Claim, shall receive its Pro Rata share of the
beneficial interests in the Litigation Trust Assets.
Except as otherwise provided in the Plan or the Confirmation Order,
on the Effective Date, the Debtors shall transfer the Litigation
Trust Assets to the Litigation Trust, and all such assets shall
vest in the Litigation Trust on such date, to be administered by
the Litigation Trustee in accordance with the Plan and the
Litigation Trust Agreement. Except as set forth in Section III.J
below, the Litigation Trust Assets shall be transferred to the
Litigation Trust free and clear of all Liens.
No Holder of a Pre-Petition First Lien Claim, Pre-Petition Second
Lien Claim, Corpus Christi Mechanics' Lien Claim or Macquarie Claim
shall have any recourse to, or interest in, the Litigation Trust
Assets on account of such Claim. All Allowed Corpus Christi
Mechanics' Lien Reserve Claims shall be payable solely from the
Corpus Christi Mechanics' Lien Reserve. For the avoidance of doubt,
in the event that the Corpus Christi Mechanics' Lien Reserve is
insufficient to satisfy in full all Allowed Corpus Christi
Mechanics' Lien Reserve Claims, Holders of such Allowed Claims
shall not have recourse to the Litigation Trust Assets on account
of any portion of such Claims. If any Corpus Christi Mechanics'
Lien Reserve Claim is not Allowed, in whole or in part, solely on
the basis that any lien alleged to secure such Claim is not valid,
then, upon approval of the Bankruptcy Court, such Claim or portion
of such Claim may be reclassified as a General Unsecured Claim.
Except as provided above with respect to any unsatisfied amounts in
Allowed Corpus Christi Mechanics' Lien Reserve Claims, nothing
herein shall preclude Holders of Corpus Christi Mechanics' Lien
Reserve Claims from also asserting, by the applicable Bar Date,
General Unsecured Claims for unsecured liabilities other than those
asserted in an Allowed Corpus Christi Mechanics' Lien Reserve
Claim, including, without limitation, Claims for damages incurred
as a result of the rejection of any Executory Contract or Unexpired
Lease. Notwithstanding Section III.H.2 of this Plan, the Litigation
Trust may assert any Corpus Christi Causes of Action solely as a
defense to any such General Unsecured Claim, other than, to the
extent applicable, any objection on the basis of section 502(d) of
the Bankruptcy Code on account of claims under section 544, 547 or
548 of the Bankruptcy Code.
For the avoidance of doubt: (i) except as expressly provided in
Section IX of this Plan, nothing herein shall prohibit or enjoin
any Holder of a Corpus Christi Mechanics' Lien Claim from asserting
rights to payment against Entities other than the Debtors, the
Litigation Trust or any Released Party (other than the Purchaser
solely with respect to any Corpus Christi Mechanics' Lien Assumed
Claim), including guarantee rights against non debtor affiliates of
the Debtors; and (ii) nothing herein shall limit or impair the
right of (1) the Construction Lien holder Group to assert a
Substantial Contribution Claim or (2) the Debtors, the Litigation
Trust or any other party in interest to object to any such
Substantial Contribution Claim on any and all available grounds.
Except pursuant to this Section III.H.2 (and Section VI.C of this
Plan with respect to Corpus Christi Mechanics' Lien Reserve Claims
assigned Reserve Amounts of $0.00), the identification of any
Reserve Amount with respect to any Corpus Christi Mechanics' Lien
Reserve Claim on the Corpus Christi Mechanics' Lien Schedule shall
not (a) indicate that such Claim is entitled to be Allowed in any
amount (or at all) or (b) cap the amount in which such Claim may be
Allowed, provided that such Claims to the extent Allowed shall be
satisfied solely from the Corpus Christi Mechanics' Lien Reserve,
which the Purchaser shall be required to fund solely in accordance
with Section 3.3(j) of the Corpus Christi Asset Purchase Agreement.
Notwithstanding the foregoing, the Lienholder Deemed Allowance
shall be without prejudice to the right of any Holder of a Corpus
Christi Mechanics' Lien Reserve Claim to assert additional
liquidated claims against the Corpus Christi Mechanics' Lien
Reserve for prepetition interest, attorneys' fees and expenses
(collectively, the "Liquidated Prepetition Interest and Fee
Amounts"), subject to the right of the Purchaser to object to any
such Liquidated Prepetition Interest and Fee Amounts on any and all
available grounds, provided that any such Holder must provide the
Purchaser with written
notice of such Liquidated Prepetition Interest and Fee Amounts by
no later than 240 days after the Closing. Any Holder of a Corpus
Christi Mechanics' Lien Reserve Claim that does not provide the
Purchaser with written notice of any Liquidated Prepetition
Interest and Fee Amounts by such date shall: (i) be deemed to have
consented to the Reserve Amount assigned to such Holder's Corpus
Christi Mechanics' Lien Reserve Claim for purposes of the
Lienholder Deemed Allowance and (ii) not be entitled to any
additional or further recovery beyond such Reserve Amount from the
Corpus Christi Mechanics' Lien Reserve or otherwise on account of
the Lienholder Deemed Allowance. The foregoing shall be without
prejudice to any right of Holders of Corpus Christi Mechanics' Lien
Reserve Claims to postpetition interest, attorneys' fees and
expenses that may be established pursuant to the Corpus Christi
Mechanics' Lien Reserve Procedures.
Unless otherwise assumed by the Debtors and assigned to the
Litigation Trust, any Executory Contract or Unexpired Lease that
remains, as of the Effective Date, the subject of a pending notice
of proposed or potential assumption and assignment issued in
connection with any Sale shall be deemed rejected as of such date
to the extent not assumed and assigned to the applicable purchaser
in connection with such Sale. For the avoidance of doubt, and
notwithstanding anything to the contrary herein, all Purchased
Contracts (as defined in the Corpus Christi Asset Purchase
Agreement) set forth on Schedule 2.1(b)(vii) (as such schedule may
be modified by Purchaser pursuant to the terms of the Corpus
Christi Asset Purchase Agreement) to the Corpus Christi Asset
Purchase Agreement shall be assumed and assigned to Purchaser as of
the Closing (as defined in the Corpus Christi Asset Purchase
Agreement) pursuant to the Corpus Christi Sale Order. For the
further avoidance of doubt, to the extent any Executory Contract or
Unexpired Lease remains, as of the Effective Date, the subject of a
disputed Cure Claim and such Executory Contract or Unexpired Lease
with a disputed Cure Claim is listed as a Purchased Contract (as
defined in the Corpus Christi Asset Purchase Agreement) as set
forth on Schedule 2.1(b)(vii) to the Corpus Christi Asset Purchase
Agreement (as such schedule may be modified by Purchaser pursuant
to the Corpus Christi Asset Purchase Agreement), such Executory
Contract or Unexpired Lease will not be deemed assumed or rejected
unless and until the disputed Cure Claim is resolved or determined
by Final Order, at which point Purchaser shall have the right to
either (1) pay the Cure Claim (or, to the extent such holder of the
Cure Claim is also the holder of a Corpus Christi Mechanics' Lien
Reserve Claim, have such Cure Claim paid from the Corpus Christi
Mechanics' Lien Reserve in accordance with the Corpus Christi
Mechanics' Lien Reserve Procedures) and have the contract thereby
deemed assumed and assigned to Purchaser, or (2) delete such
Executory Contract or Unexpired Lease from the list of Purchased
Contracts set forth on Schedule 2.1(b)(vii) to the Corpus Christi
Asset Purchase Agreement pursuant to the terms of the Corpus
Christi Asset Purchase Agreement and have such contract thereby
deemed an Excluded Asset (as defined in the Corpus Christi Asset
Purchase Agreement) and deemed rejected.
The Disbursing Agent shall not be obligated to make any effort to
determine the correct address of any Holders entitled to receive a
Distribution. In the event any Distribution to any Holder is
returned as undeliverable, no further Distribution to such Holder
shall be made unless and until the Disbursing Agent is notified in
writing of such Holder's then-current address, at which time the
Distribution shall be made to such Holder without interest;
provided, however, that if a Holder fails to claim an undeliverable
Distribution in writing within six months after such Distribution
is returned as undeliverable, such Distribution shall be deemed
unclaimed property under section 347(b) of the Bankruptcy Code, and
the Litigation Trust Claims of the Beneficiaries that may have been
entitled to such Distribution shall be discharged and forever
barred. In the event any check sent to a Beneficiary in respect of
a Distribution to such Beneficiary has not been cashed within six
months of the date of the respective Distribution, such check shall
be cancelled and no additional Distribution shall be made to such
Beneficiary, such Distribution shall be deemed unclaimed property
under section 347(b) of the Bankruptcy Code, and the Claims of the
Holders that may have been entitled to such Distribution shall be
discharged and forever barred from receiving Distributions under
this Plan. After such date, all undeliverable Distributions shall
revert to the Litigation Trust and shall be redistributed in
accordance with the Litigation Trust Agreement.
Interest shall not accrue on any Holder's Claim entitled to a
Distribution from Litigation Trust Assets in respect of the period
from the Petition Date to the date a final Distribution is made on
such Claim. To the extent that any Allowed Claim entitled to a
Distribution from Litigation Trust Assets consists of indebtedness
and other amounts (such as accrued but unpaid interest thereon),
such Distribution shall be allocated first to the principal amount
of the Claim (as determined for federal income tax purposes) and
then, to the extent the consideration exceeds the principal amount
of the Claim, to such other amounts.
A blacklined version of the Third Amended Disclosure Statement
dated December 11, 2018, is available at:
http://bankrupt.com/misc/deb18-1712307BLS-2116.pdf
About M & G USA Corporation
Founded in 1953, M&G Group is a privately owned chemical company in
Italy and is controlled through the holding company M&G Finanziaria
S.p.A. The M&G Group -- specifically, its chemicals division, is a
producer of polyethylene terephthalate resin for packaging
applications.
M & G USA Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017. In the
petition signed by CRO Dennis Stogsdill, the Debtors estimated $1
billion to $10 billion both in assets and liabilities.
Judge Brendan L. Shannon presides over the cases.
Jones Day is the Debtors' bankruptcy counsel. The Debtors hired
Pachulski Stang Ziehl & Jones LLP as conflicts counsel and
co-counsel; Crain Caton & James, P.C., as special counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; Rothschild
Inc. and Rothschild S.p.A. as financial advisors and investment
bankers; and Prime Clerk LLC as administrative advisor.
On Nov. 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Milbank, Tweed, Hadley & McCloy LLP as its legal counsel; Cole
Schotz, as Delaware co-counsel; Berkeley Research Group, LLC, as
financial advisor; and Jefferies LLC, as investment banker.
MAMMOET-STARNETH: Modifies Treatment of Unsecured Creditors
-----------------------------------------------------------
Mammoet-Starneth LLC filed a first amended Chapter 11 plan and
accompanying disclosure statement to modify the treatment of
general unsecured creditors.
Class 3 - General Unsecured Claims. Except to the extent that a
Holder of an Allowed General Unsecured Claim agrees to a less
favorable treatment, such Holder shall receive
(i) Cash equal to such Holder's Pro Rata Share (based on the
total amount of Allowed General Unsecured Claims) of the Initial
GUC Distribution Funds, up to but not to exceed 100% of the amount
of such Holder's Allowed Claim, on or as soon as practicable after
the latest of (a) the Effective Date, (b) the date that such
General Unsecured Claim becomes Allowed, and (c) a date agreed to
by the Debtor and the Holder of such General Unsecured Claim (the
"Initial GUC Distribution"); and
(ii) either: (1) in the event that the Initial Litigation Claim
Distribution and any Secondary Litigation Claim Distribution do not
fully exhaust (a) the General Unsecured/Litigation Claim Portion of
the MUSA Contribution plus (b) any Sale Proceeds in this Chapter 11
Case plus (c) the General Unsecured/Litigation Claim Share of any
New York Wheel Proceeds: Cash equal to such Holder's Pro Rata Share
(based on the total amount of Allowed General Unsecured Claims and
Allowed Litigation Claims) of any portion of (i) the Genera
Unsecured/Litigation Claim Portion of the MUSA Contribution plus
(ii) any Sale Proceeds in this Chapter 11 Case plus (iii) the
General Unsecured/Litigation Claim Share of any New York Wheel
Proceeds remaining after the Initial Litigation Claim Distribution
and any Secondary Litigation Claim Distribution, up to but not to
exceed 100% of the amount of such Holder's Allowed Claim when taken
together with such Holder's share of the Initial GUC Distribution,
on or as soon as practicable after the latest of (aa) the Effective
Date, (bb) the date that such General Unsecured Claim becomes
Allowed, (cc) a final determination of all claims asserted between
the Debtor and New York Wheel in the New York Wheel Litigation
(including the New York Wheel Causes of Action), and (dd) a date
agreed to by the Debtor and the Holder of such .General Unsecured
Claim; or (2) in the event that the Initial Litigation Claim
Distribution and any Secondary Litigation Claim Distribution do
fully exhaust (a) the General Unsecured/Litigation Claim Portion of
the MUSA Contribution plus (b) any Sale Proceeds in this Chapter 11
Case plus (c) the General Unsecured/Litigation Claim Share of any
New York Wheel Proceeds: no further distribution.
Class 4 - Litigation Claims. Except to the extent that a Holder of
an Allowed Litigation Claim agrees to a less favorable treatment,
such Holder shall receive:
(i) Cash equal to such Holder's Pro Rata Share (based on the
total amount of Allowed Litigation Claims) of (i) the Secondary
Distribution Funds plus any (ii) any Initial GUC Distribution Funds
remaining after the Initial GUC Distribution under Article
III(D)(3)(b) of this Plan, up to but not to exceed a distribution
(expressed as a percentage of such Holder's Allowed Litigation
Claim) equal to the distributions received by Holders of Allowed
General Unsecured Claims (expressed as a percentage of the amounts
of such Holders’ respective Allowed General Unsecured Claims) as
a result of the Initial GUC Distribution, on or as soon as
practicable after the latest of (a) the Effective Date, (b) the
date that such Litigation Claim becomes Allowed, (c) a final
determination of all claims asserted between the Debtor and New
York Wheel in the New York Wheel Litigation (including the New York
Wheel Causes of Action), and (d) a date agreed to by the Debtor and
the Holder of such Litigation Claim; and
(ii) either: (1) in the event that such Holder, as a result of
the Initial Litigation Claim Distribution, does not receive a
distribution (expressed as a percentage of such Holder's Allowed
Litigation Claim) equal to the distributions received by Holders of
Allowed General Unsecured Claims (expressed as a percentage of the
amounts of such Holders’ respective Allowed General Unsecured
Claims) as a result of the Initial GUC Distribution: a. Cash equal
to such Holder’s Pro Rata Share (based on the total amount of
Allowed Litigation Claims) of (i) any Sale Proceeds in this Chapter
11 Case plus (ii) the General Unsecured/Litigation Claim Share of
any New York Wheel Proceeds, up to but not to exceed a distribution
(when taken together with the Initial Litigation Claim Distribution
and expressed as a percentage of such Holder’s Allowed Litigation
Claim) equal to the distributions received by Holders of Allowed
General Unsecured Claims (expressed as a percentage of the amounts
of such Holders’ respective Allowed General Unsecured Claims) as
a result of the Initial GUC Distribution, on or as soon as
practicable after the latest of (a) the Effective Date, (b) the
date that such Litigation Claim becomes Allowed, (c) a final
determination of all claims asserted between the Debtor and New
York Wheel in the New York Wheel Litigation (including the New York
Wheel Causes of Action), and (d) a date agreed to by the Debtor and
the Holder of such Litigation Claim (the "Secondary Litigation
Claim Distribution"); and b. Cash equal to such Holder’s Pro Rata
Share (based on the total amount of Allowed General Unsecured
Claims and Allowed Litigation Claims) of any portion of (a) any
Sale Proceeds in this Chapter 11 Case plus (b) the General
Unsecured/Litigation Claim Share of any New York Wheel Proceeds
remaining after (i) the Initial GUC Distribution, (ii) the Initial
Litigation Claim Distribution, and (iii) the Secondary Claim
Litigation, up to but not to exceed 100% of the amount of such
Holder’s Allowed Claim when taken together with such Holder’s
shares of the Initial Litigation Claim Distribution and Secondary
Litigation Claim Distribution, on or as soon as practicable after
the latest of (aa) the Effective Date, (bb) the date that such
Litigation Claim becomes Allowed, (cc) a final determination of all
claims asserted between the Debtor and New York Wheel in the New
York Wheel Litigation (including the New York Wheel Causes of
Action), and (dd) a date agreed to by the Debtor and the Holder of
such Litigation Claim; or (2) in the event that such Holder, as a
result of the Initial Litigation Claim Distribution, does receive a
distribution (expressed as a percentage of such Holder’s Allowed
Litigation Claim) equal to the distributions received by Holders of
Allowed General Unsecured Claims (expressed as a percentage of the
amounts of such Holders’ respective Allowed General Unsecured
Claims) as a result of the Initial GUC Distribution: Cash equal to
such Holder’s Pro Rata Share (based on the total amount of
Allowed General Unsecured Claims and Allowed Litigation Claims) of
any portion of (a) the General Unsecured/Litigation Claim Portion
of the MUSA Contribution plus (b) any Sale Proceeds in this Chapter
11 Case plus (c) the General Unsecured/Litigation Claim Share of
any New York Wheel Proceeds remaining after (i) the Initial GUC
Distribution and (ii) the Initial Litigation Claim Distribution, up
to but not to exceed 100% of the amount of such Holder’s Allowed
Claim when taken together with such Holder’s share of the Initial
Litigation Claim Distribution, on or as soon as practicable after
the latest of (aa) the Effective Date, (bb) the date that such
Litigation Claim becomes Allowed, (cc) a final determination of all
claims asserted between the Debtor and New York Wheel in the New
York Wheel Litigation (including the New York Wheel Causes of
Action), and (dd) a date agreed to by the Debtor and the Holder of
such Litigation Claim.
(2) in the event that such Holder, as a result of the Initial
Litigation Claim Distribution, does receive a distribution
(expressed as a percentage of such Holder’s Allowed Litigation
Claim) equal to the distributions received by Holders of Allowed
General Unsecured Claims (expressed as a percentage of the amounts
of such Holders’ respective Allowed General Unsecured Claims) as
a result of the Initial GUC Distribution: Cash equal to such
Holder’s Pro Rata Share (based on the total amount of Allowed
General Unsecured Claims and Allowed Litigation Claims) of any
portion of (a) the General Unsecured/Litigation Claim Portion of
the MUSA Contribution plus (b) any Sale Proceeds in this Chapter 11
Case plus (c) the General Unsecured/Litigation Claim Share of any
New York Wheel Proceeds remaining after (i) the Initial GUC
Distribution and (ii) the Initial Litigation Claim Distribution, up
to but not to exceed 100% of the amount of such Holder’s Allowed
Claim when taken together with such Holder’s share of the Initial
Litigation Claim Distribution, on or as soon as practicable after
the latest of (aa) the Effective Date, (bb) the date that such
Litigation Claim becomes Allowed, (cc) a final determination of all
claims asserted between the Debtor and New York Wheel in the New
York Wheel Litigation (including the New York Wheel Causes of
Action), and (dd) a date agreed to by the Debtor and the Holder of
such Litigation Claim.
Class 5 - MUSA Claim. Notwithstanding anything in this Plan to the
contrary, (i) New York Wheel shall retain the right to assert any
and all defenses and rights of setoff to the New York Wheel Causes
of Action assigned to MUSA pursuant to this Article III and (ii)
the assignment of the New York Wheel Causes of Action to MUSA
pursuant to Article III includes the right to use the New York
Wheel Causes of Action both offensively and defensively, including
in defense to any alter ego Claims asserted against MUSA or any
other party. For the avoidance of doubt, MUSA may prosecute and/or
settle the New York Wheel Causes of Action and/or defenses asserted
by the Debtor, MUSA, and/or Related Parties of MUSA to any claims
asserted by New York Wheel in the New York Wheel Litigation and any
related proceedings in its sole discretion and without any motion
to the Bankruptcy Court. MUSA does not owe any fiduciary or other
duties to potential recipients of any net proceeds of the New York
Wheel Causes of Action. MUSA may pay as incurred, and shall have no
obligation to seek court approval of, its fees, expenses, and costs
of professionals and experts in litigation with New York Wheel.
Unless otherwise specifically provided in this Plan, Holders of
Allowed Claims shall receive the distributions provided for such
Allowed Claims by Articles II and III, if any, on or as soon as
reasonably practicable after the applicable Distribution Dates set
forth therein. All distributions required under the Plan shall be
paid by the Disbursing Agent from the Distribution Account. In the
event of, and notwithstanding, any objection or other challenge to
the MUSA Prepetition Claim, MUSA shall receive all New York Wheel
Causes of Action on the Effective Date pursuant to Article
III(D)(5) on account of the portion of the MUSA Claim comprising
the DIP Claims.
The DIP Lender, in its sole discretion, may elect to advance some
or all of the Unused DIP Facility for any Plan-related purposes
requested by the Debtor to which the DIP Lender consents. To the
extent that any such advance occurs prior to the Effective Date,
any Claim of the DIP Lender arising from such advance shall be
treated consistent with Article II(A). To the extent that any such
advance occurs after the Effective Date, any Claim of the DIP
Lender arising from such advance shall be deemed waived, released,
and discharged upon advancement of the funds.
The Debtor further expressly reserves and preserves all Causes of
Action against any party that (i) is in possession of (a) property
of the Debtor or the Estate, (b) property in which the Debtor or
the Estate asserts an interest, or (c) property that otherwise is,
or as been, disposed of by, or in accordance with, an order of the
Bankruptcy Court and (ii) refuses to transfer possession of such
property to (x) the Debtor, (y) any purchaser of such property, or
(z) a third party agreed to by the Debtor or purchaser, as
applicable, upon demand by the Debtor or purchaser, as applicable.
All Causes of Action of the Debtor and the Estate other than the
New York Wheel Causes of Action and the other Causes of Action
preserved by this Article IV(E) or the other provisions of this
Plan shall be deemed waived, relinquished, and released in their
entirety as of the Effective Date. Not withstanding anything to the
contrary in this Plan, the Debtor's rights to use any and all
Causes of Action as affirmative defenses, including setoff and/or
recoupment, are expressly reserved and preserved.
A redlined version of the First Amended Disclosure Statement dated
December 11, 2018, is available at:
http://bankrupt.com/misc/deb18-1712925LSS-504.pdf
Counsel for Debtor and Debtor in Possession is Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Silis Cummis & Gross P.C., in Newark, New Jersey; and Mark D.
Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.
About Mammoet-Starneth
Mammoet-Starneth, LLC, a company based in Wilmington, Delaware,
designs and constructs giant observation wheels and structures.
Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12925) on Dec. 13, 2017. In the petition signed by manager
Christiaan Lavooij, the Debtor estimated assets and liabilities of
$100 million to $500 million.
Laurie Selber Silverstein is the case judge.
The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel,
and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as
its co-counsel. William Henrich, CRO, at Getzler Henrich &
Associates, LLC, serves as the Debtor's restructuring advisor.
Rust Consulting/Omni Bankruptcy as its balloting agent.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
MEADOWLANDS DEVELOPMENT: Jan. 15 Hearing on Disclosure Statement
----------------------------------------------------------------
A hearing on the adequacy of the Disclosure Statement explaining
the Chapter 11 plan proposed by Jay L. Lubetkin, Chapter 11
Trustee, for Meadowlands Development, LLC, will be held before
Honorable Rosemary Gambardella at Courtroom 3E, United States
Bankruptcy Court, 50 Walnut Street, Newmark, New Jersey, on January
15, 2019, at 11:00 a.m.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y7ktvt67 from PacerMonitor.com at no charge.
Meadowlands Development LLC filed a voluntary Chapter 11 petition
(Bankr. D.N.J. Case No. 15-26101) on August 26, 2015. At the time
of its Chapter 11 filing, the Debtor owned and managed a 34,000
square foot office building at 24 Meadowlands Parkway, Secaucus,
New Jersey. Jay L. Lubetkin was appointed as Chapter 11 trustee on
December 5, 2015.
The Chapter 11 Trustee may be reached at:
Jay L. Lubetkin, Esq.
Rabinowtiz, Lubetkin & Tully, LLC
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: (973) 597-9100
MEJD PARTNERSHIP: Feb. 6 Confirmation Hearing
---------------------------------------------
A hearing is set for February 6, 2019, at 11:00 a.m., in Courtroom
302 of this court, located at 21041 Burbank Boulevard, Woodland
Hills, CA 91367, to determine whether MEJD Partnership's Chapter 11
Plan of Reorganization will be confirmed.
January 4, 2019 has been and is fixed as the last day to file with
the court and serve on the Debtor's counsel and other parties in
interest objections or opposition to confirmation of the Debtor's
Chapter 11 Plan of Reorganization.
January 14, 2019 has been and is fixed as the last day for the
Debtor to file and serve a tabulation of any ballots received and
any voting, as well as a brief in support of confirmation and a
reply to any opposition or objections.
About MEJD Partnership
MEJD Partnership is a privately held company in Woodland Hills,
California engaged in activities related to real estate. The
Company has a 50% interest in a real property located at 5132
Noble, Sherman Oaks, California having an appraised value of
$500,000.
MEJD Partnership filed a Chapter 11 petition (Bank. C.D. Cal. Case
No. 18-10949) on April 18, 2018. In the petition signed by Ubaldo
Morales Escamilla, general partner, the Debtor estimated $500,000
in total assets and $2.1 million in liabilities. The case is
assigned to Judge Maureen Tighe.
The Debtor tapped the Law Offices of Mark E. Goodfriend as counsel
and Omni Appraisal as appraiser.
MESOBLAST LIMITED: Corporate Review from Chief Executive Itescu
---------------------------------------------------------------
Mesoblast Ltd has furnished the Securities and Exchange Commission
a copy of a press release disclosing a corporate review from the
Company's Chief Executive Officer Dr. Silviu Itescu. The full-text
copy of the Corporate Review is as follows:
Mesoblast will enter 2019 with the most mature cell therapy product
pipeline and technology platform in the regenerative medicine
industry. Two commercial products have already been approved and
marketed by the Company's licensees JCR Pharmaceuticals Co, Ltd. in
Japan and Takeda Pharmaceutical Company in Europe. Mesoblast has
one product candidate which has successfully completed Phase 3 and
with near-term commercial potential in the United States (U.S.),
another product candidate having achieved clinical outcomes in line
with the U.S. Food and Drug Administration (FDA) guidance for a
registrable clinical indication for market authorization, and two
additional Phase 3 assets with blockbuster potential.
Mesoblast has recently entered into a strategic cardiovascular
partnership for China with Tasly Pharmaceutical Group, China's
leading cardiovascular company, and is in advanced and active
discussions with a number of potential global commercialization
partners to maximize the value proposition of each of our
blockbuster cell therapy candidates.
Mesoblast's royalty income and milestone payments from licensees
continues to grow, the Company has sufficient cash to achieve key
commercial milestones, and access to additional non-dilutive
sources of capital from strategic financial institutions whose
extensive due diligence provides further third party validation of
the strength of the product portfolio and patent estate.
Below is a summary of the current status of the product portfolio
and the developments expected to take place in 2019.
Substantial Commercialization Opportunities
Mesoblast's proprietary immunoselected and culture-expanded
allogeneic mesenchymal precursor cells (MPCs) are a homogeneous,
well characterized, and highly reproducible cell population that
are manufactured to industrial scale for commercial purposes. They
express an array of surface receptors that bind pro-inflammatory
cytokines and, when placed into a pro-inflammatory
microenvironment, release factors that switch off production of
these cytokines. Their immunomodulatory mechanism of action makes
MPCs uniquely suited to target resistant diseases where
inflammation plays a central role.
Acute Graft Versus Host Disease, a Life-threatening Inflammatory
Condition
In Q1 2019, the Company plans to initiate the FDA process of filing
a Biologics License Application (BLA) for market authorization of
remestemcel-L in the U.S., where there are no approved therapies
for steroid-refractory acute Graft Versus Host Disease (aGVHD).
Underpinning Mesoblast's confidence in the U.S. market access plan
is the Japan experience, where Mesoblast's licensee, JCR
Pharmaceuticals, markets TEMCELL1 HS Inj. for children and adults
with aGVHD.
Importantly, TEMCELL has achieved substantial adoption rates in
just over 2.5 years, helping inform the view of the product value
proposition potential in the U.S. market. With an experienced
commercial leadership in place, Mesoblast is establishing a focused
sales team that will target the principal U.S. transplant centers,
and will be in place on FDA approval to ensure a successful product
launch.
Inflammation Due to Left Ventricular Assist Device Implants in
End-stage Heart Failure Patients
In the first half of 2019, Mesoblast plans to meet with the FDA to
discuss a potential approval pathway following the clinically
meaningful outcomes of reduction in major gastrointestinal (GI)
bleeding and related hospitalizations seen in the U.S. National
Institutes of Health (NIH)-sponsored Phase 2 trial of MPC-150-IM
(Revascor) in patients with end-stage heart failure and a left
ventricular assist device (LVAD). This potentially
life-threatening complication is the most common non-surgical
complication in LVAD recipients and occurs in up to 40% of
patients.
In the 159-patient trial, a single intra-cardiac injection of
Revascor resulted in a 76% reduction in major GI bleeding episodes
and in 65% reduction in associated hospitalization events.
Reduction in GI bleeding and associated hospitalizations were the
basis of the Regenerative Medicine Advanced Therapy (RMAT)
designation granted in December 2017 by the FDA for use of Revascor
in LVAD patients based on concordant data from the earlier
30-patient Pilot Trial. In a subsequent meeting in 2018, the FDA
advised Mesoblast that reduction in major GI bleeding in LVAD
patients is considered a clinically meaningful outcome by the FDA
and an acceptable endpoint for product approval.
In end-stage heart failure, where intra-cardiac inflammation is
greatest, putting a foreign object (the LVAD) in contact with the
failing left ventricle results in further activation of
intra-cardiac inflammation, which exacerbates pre-existing vascular
dysfunction in the peripheral organs. The GI blood vessels respond
to vascular dysfunction and reduced flow by generation of abnormal
thin-walled, leaky capillaries (angiodysplasia). These pre-dispose
LVAD patients to massive and life-threatening GI bleeding.
Mesoblast believes that reduction in major GI bleeding episodes by
Revascor is due to reduction in intra-cardiac inflammation and the
associated vascular dysfunction in peripheral organs, including the
GI vessels. If this is correct, this will have significant
read-through to the Phase 3 trial in patients with class II/III
heart failure where intra-cardiac inflammation and peripheral
vascular dysfunction are thought to directly result in recurrent
hospitalizations and terminal cardiac events.
Phase 3 Trial in Moderate to Advanced Chronic Heart Failure, a
Progressive Disease of Cardiac Inflammation
Mesoblast expects to complete patient recruitment in the Phase 3
trial evaluating Revascor in patients with moderate-to-severe
advanced chronic heart failure very shortly. In the U.S. alone,
there are more than 1.3 million patients with New York Heart
Association (NYHA) class III chronic heart failure who have high
rates of morbidity and mortality despite existing therapies. The
major unmet medical need in these patients represents a potential
multi-billion dollar market opportunity for Mesoblast.
The primary endpoint for this Phase 3 trial is the ability of
Revascor to reduce recurrent non-fatal heart failure-related major
adverse cardiac events (HF-MACE) in patients with left ventricular
dysfunction. The key secondary endpoint is to delay or prevent
terminal cardiac events (TCEs), defined as death, left ventricular
assist device implantation, or heart transplant.
It is important to note that in the Phase 2 LVAD trial patients
with ischemic cause of their heart failure showed the greatest
benefits after being treated with Revascor and these patients
closely resemble the majority of patients enrolled in the ongoing
Phase 3 trial of patients with moderate to advanced heart failure.
If the mechanism of action by which Revascor improved GI bleeding
is indeed reduction of intra-cardiac inflammation and reversal of
impaired functioning of blood vessels (endothelial dysfunction), a
known primary cause of morbidity, exercise intolerance, and
mortality in heart failure and a proven mechanism of action for
many drugs in early heart failure, one would expect to see a
reduction in HF-MACE and mortality in this Phase 3 trial.
Chronic Low Back Pain Due to Inflammatory Degenerative Disc Disease
In the U.S., the declared opioid public health emergency and
significant associated mortality has brought additional attention
to Mesoblast's product candidate, MPC-06-ID, with the Phase 3 trial
completing enrollment of 404 patients in 2018. More than half of
the prescriptions for opioids are for people seeking relief from
chronic low back pain. There is a desperate need for a therapy
that can offer both a durable reduction in pain and improvement in
function without the risk of opioid addiction.
Underpinning Mesoblast's confidence that MPC-06-ID may meet this
medical need are the Phase 2 data outcomes that supported the
ongoing Phase 3 trial which showed that a single intra-discal
injection of MPC-06-ID alleviated pain and improved function for up
to three years in patients whose symptoms were not adequately
treated with current standard of care therapies.
The patient population suffering from chronic low back pain due to
intervertebral disease is estimated at more than 3.2 million
patients in the U.S. alone. Mesoblast's objective is to select and
secure the ideal strategic partner to maximize the value creation
potential inherent in MPC-06-ID.
Upcoming Milestones
Remestemcel-L for Acute Graft Versus Host Disease
- FDA meetings and BLA filing (Early CY19)
Revascor for End-Stage Heart Failure
- Meet with FDA to discuss the clinically meaningful GI bleeding
Phase 2 trial data for potential BLA filing (1H CY19)
Phase 3 Events-driven Trial in Advanced Heart Failure
- Complete recruitment (Q4 CY18/Q1 CY19)
- Cardiovascular partner Tasly Pharmaceuticals to meet with
National Medical Products Administration to discuss the
regulatory approval pathway in China (Q1 CY19)
- Establish global partnership
MPC-06-ID for Chronic Low Back Pain
- Establish global partnership
About Mesoblast
Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB;
Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer
of innovative cell-based medicines. The Company has leveraged its
proprietary technology platform to establish a broad portfolio of
late-stage product candidates with three product candidates in
Phase 3 trials - acute graft versus host disease, chronic heart
failure and chronic low back pain due to degenerative disc disease.
Through a proprietary process, Mesoblast selects rare mesenchymal
lineage precursor and stem cells from the bone marrow of healthy
adults and creates master cell banks, which can be industrially
expanded to produce thousands of doses from each donor that meet
stringent release criteria, have lot to lot consistency, and can be
used off-the-shelf without the need for tissue matching. Mesoblast
has facilities in Melbourne, New York, Singapore and Texas and is
listed on the Australian Securities Exchange (MSB) and on the
Nasdaq (MESO).
Mesoblast reported a net loss attributable to the owners of
Mesoblast of US$35.29 million for the year ended June 30, 2018,
compared to a net loss attributable to the owners of Mesoblast of
US$76.81 million for the year ended June 30, 2017. As of Sept. 30,
2018, Mesoblast had US$688.78 million in total assets, US$161.19
million in total liabilities, and US$527.59 million in total
equity.
PricewaterhouseCoopers, in Melbourne, Australia, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended June
30, 2018. The auditors noted that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
MESOBLAST LIMITED: Will Present at 2019 Biotech Showcase
--------------------------------------------------------
Mesoblast Limited will report on its Phase 3 trials and commercial
plans at the upcoming Biotech Showcase 2019 to be held in San
Francisco, CA from January 7-9, 2019.
The presentation is scheduled for Monday, Jan. 7 at 2:00 p.m. PST/
Tuesday, January 8 at 9:00 am AEDT and will be webcast live via
https://event.webcasts.com/starthere.jsp?ei=1226368&tp_key=1f4916da2a
The presentation will also be available as an archived webcast for
90 days on the Investors & Media section of the Company's website
at www.mesoblast.com
About Mesoblast
Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB;
Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer
of innovative cell-based medicines. The Company has leveraged its
proprietary technology platform to establish a broad portfolio of
late-stage product candidates with three product candidates in
Phase 3 trials - acute graft versus host disease, chronic heart
failure and chronic low back pain due to degenerative disc disease.
Through a proprietary process, Mesoblast selects rare mesenchymal
lineage precursor and stem cells from the bone marrow of healthy
adults and creates master cell banks, which can be industrially
expanded to produce thousands of doses from each donor that meet
stringent release criteria, have lot to lot consistency, and can be
used off-the-shelf without the need for tissue matching. Mesoblast
has facilities in Melbourne, New York, Singapore and Texas and is
listed on the Australian Securities Exchange (MSB) and on the
Nasdaq (MESO).
Mesoblast reported a net loss attributable to the owners of
Mesoblast of US$35.29 million for the year ended June 30, 2018,
compared to a net loss attributable to the owners of Mesoblast of
US$76.81 million for the year ended June 30, 2017. As of Sept. 30,
2018, Mesoblast had US$688.78 million in total assets, US$161.19
million in total liabilities, and US$527.59 million in total
equity.
PricewaterhouseCoopers, in Melbourne, Australia, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended June
30, 2018. The auditors noted that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
MICROVISION INC: Will Sell 2-Mil. Shares to Shehnee Lawrence-Farhi
------------------------------------------------------------------
MicroVision, Inc., has entered into a subscription agreement with
Shehnee Lawrence-Farhi, pursuant to which the Company agreed to
issue and sell to the Investor 2,000,000 shares of the Company's
common stock, par value $0.001 per share, at a price of $0.60 per
Share. The sale of the Shares pursuant to the Subscription
Agreement is expected to close on or about Jan. 4, 2019.
The Company intends to use the net proceeds from the sale of the
Shares for general corporate purposes.
The Shares are being issued and sold pursuant to the Company's
registration statement on Form S-3 (Registration No. 333-228113)
declared effective by the Securities and Exchange Commission on
Nov. 13, 2018. A prospectus supplement relating to the sale of the
Shares will be filed with the SEC.
About MicroVision
Based in Redmond, Washington, MicroVision, Inc. --
http://www.microvision.com/-- is the creator of PicoP scanning
technology, an ultra-miniature laser projection and sensing
solution for mobile consumer electronics, automotive head-up
displays and other applications. PicoP scanning technology is
based on the Company's patented expertise in micro-electrical
mechanical systems (MEMS), laser diodes, opto-mechanics, and
electronics and how those elements are packaged into a small form
factor, low power scanning engine that can display, interact and
sense, depending on the needs of the application.
MicroVision incurred net losses of $24.24 million in 2017, $16.47
million in 2016, and $14.54 million in 2015. As of Sept. 30, 2018,
the Company had $29.97 million in total assets, $17.92 million in
total liabilities and $12.04 million in total shareholders'
equity.
Moss Adams LLP, in Seattle, Washington, the Company's auditor since
2012, issued a "going concern" opinion in their report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Company has suffered recurring losses from
operations and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.
MOTIV8 INVESTMENTS: Taps Jorge Tobias Leal as Real Estate Broker
----------------------------------------------------------------
Motiv8 Investments, LLC, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ Jorge Tobias
Leal as real estate broker.
The Debtor desires to the "Cahuenga Property", 6901 Cahuenga Trail
Park, Los Angeles CA 90068.
Jorge Tobias Leal will list the Cahuenga Property for sale with all
reasonable listing servces, show Cahuenga Property to prospective
purhcasers, negotiate terms of proposed sales, document offers made
by any prospective purchasers and otherwise facilitate the sales of
the properties.
Upon closing of the salem the broker will be entitled to a
commission of 4% of the total purchase price of the sales.
Jorge Tobias Leal assures the Court that he is disinterested within
the meaning of U.S.C. Sec. 327(a) and 101(14).
The broker can be reached at:
Jorge Tobias Leal
127 N Madison Ave Ste 210
Pasadena, CA 91101
Phone: (626) 215-7312
About Motiv8 Investments
Motiv8 Investments, LLC, is a privately-held company in Los
Angeles, California, which operates a business involved in buying
real properties and renovating and re-selling them. Motiv8
Investments sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-16732) on June 11, 2018. In the
petition signed by Sergio Moreno Morales, managing member, the
Debtor estimated assets of less than $1 million to $10 million and
liabilities of $1 million to $10 million. Judge Neil W. Bason
presides over the case. The Debtor tapped Tang & Associates as its
legal counsel.
MURRAY GROUP: Proposed Access to Cash Collateral Denied
-------------------------------------------------------
For the reasons stated on the record, Bankruptcy Judge A. Benjamin
Goldgar denied Murray Group, Inc.'s motion to authorize the use of
cash collateral.
About The Murray Group
The Murray Group, Inc., an Illinois corporation in the business of
buying and selling building materials to contractors, filed a
Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-32156) on Nov.
15, 2018. In the petition signed by Robert Murray, president, the
Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. The Debtor is represented by David P.
Lloyd, Esq. of David P. Lloyd, Ltd.
NEONODE INC: Peter Lindell Has 18.5% Stake as of Dec. 28
--------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Peter Lindell disclosed that as of Dec. 28, 2018, he
beneficially owns 1,651,623 shares of common stock of Neonode,
Inc., representing 18.5 percent of the shares outstanding. The
shares are owned directly by Cidro Forvaltning AB, an entity
beneficially owned by Mr. Lindell. It includes warrants
exercisable for 116,667 shares.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/BWl25a
About Neonode
Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops,
manufactures and sells advanced sensor modules based on the
company's proprietary zForce AIR technology. Neonode zForce AIR
Sensor Modules enable touch interaction, mid-air interaction and
object sensing and are ideal for integration in a wide range of
applications within the automotive, consumer electronics, medical,
robotics and other markets. The company also develops and licenses
user interfaces and optical interactive touch solutions based on
its patented zForce CORE technology. To date, Neonode's technology
has been deployed in approximately 62 million products, including 3
million cars and 59 million consumer devices. The company is
headquartered in Stockholm, Sweden and was established in 2001.
Neonode Inc. reported a net loss attributable to the Company of
$4.70 million in 2017, a net loss attributable to the Company of
$5.29 million in 2016 and a net loss attributable to the Company of
$7.82 million in 2015. As of Sept. 30, 2018, Neonode had $9.66
million in total assets, $3.63 million in total liabilities and
$6.03 million in total stockholders' equity.
The Company has incurred significant operating losses and negative
cash flows from operations since its inception. The Company
incurred net losses of approximately $0.8 million and $2.5 million
and $1.1 million and $3.0 million for the three and nine months
ended Sept. 30, 2018 and 2017, respectively, and had an accumulated
deficit of approximately $184.6 million and $183.7 million as of
Sept. 30, 2018 and Dec. 31, 2017, respectively. In addition,
operating activities used cash of approximately $2.3 million and
$4.7 million for the nine months ended Sept. 30, 2018 and 2017,
respectively.
"We expect our revenues from license fees, non-recurring
engineering fees and embedded sensor module sales will enable us to
reduce our operating losses going forward. In addition, we have
improved the overall cost efficiency of our operations, as a result
of the transition from providing our customers a full custom design
solution to providing standardized sensor modules which require
limited custom design work. We intend to continue to implement
various measures to improve our operational efficiencies. No
assurances can be given that management will be successful in
meeting its revenue targets and reducing its operating loss," the
Company stated in its Quarterly Report for the period ended Sept.
30, 2018.
NEOVASC INC: Receives Listing Deficiency Notice from Nasdaq
-----------------------------------------------------------
Neovasc Inc. has received written notification from The Nasdaq
Stock Market LLC notifying the Company that it is not in compliance
with the minimum market value requirement set forth in Nasdaq Rules
for continued listing on the Nasdaq Capital Market. Nasdaq Listing
Rule 5550(b)(2) requires companies to maintain a minimum market
value of US$35 million and Listing Rule 5810(c)(3)(C) provides that
a failure to meet the market value requirement exists if the
deficiency continues for a period of 30 consecutive business days.
Based on the market value of the Company for the 30 consecutive
business days from Nov. 16, 2018 to Jan. 2, 2019, the Company no
longer meets the minimum market value requirement.
The Notification Letter does not impact the Company's listing on
the Nasdaq Capital Market at this time. In accordance with Nasdaq
Listing Rule 5810(c)(3)(C), the Company has been provided 180
calendar days, or until July 2, 2019, to regain compliance with
Nasdaq Listing Rule 5550(b)(2). To regain compliance, the
Company's market value must exceed US$35 million for a minimum of
10 consecutive business days. In the event the Company does not
regain compliance by July 2, 2019, the Company may be eligible for
additional time to regain compliance or may face delisting.
The Company intends to monitor its market value between now and
July 2, 2019 and intends to cure the deficiency within the
prescribed grace period. During this time, the Company expects
that its common shares will continue to be listed and trade on the
Nasdaq Capital Market.
The Company's business operations are not affected by the receipt
of the Notification Letter.
The Company is also listed on the Toronto Stock Exchange and the
Notification Letter does not affect the Company's compliance status
with such listing.
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.
Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had
US$17.37 million in total assets, US$32.06 million in total
liabilities, and a total deficit of US$14.69 million.
Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million. The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.
OUTLOOK THERAPEUTICS: BioLexis Pte Has 79.5% Stake as of Jan. 2
---------------------------------------------------------------
BioLexis Pte. Ltd., Ghiath M. Sukhtian, and Arun Kumar Pillai
disclosed in a Schedule 13D/A filed with the Securities and
Exchange Commission that as of Jan. 2, 2019, they beneficially own
108,073,947 shares of common stock of Outlook Therapeutics, Inc.,
constituting 79.5 percent of the shares outstanding. This
percentage is calculated based upon 85,091,062 Shares outstanding
as set forth in the Issuer's Annual Report on Form 10-K for the
period ending Sept. 30, 2018, as filed with the SEC on Dec. 18,
2018, plus (1) the 4,288,624 Shares acquired by BioLexis Pte. Ltd.
on Jan. 2, 2019, (2) warrants to purchase an aggregate of
37,262,820 Shares, and (3) 9,329,248 Shares underlying the
Preferred Stock.
On Nov. 5, 2018, BioLexis entered into a purchase agreement with
the Issuer pursuant to which BioLexis agreed to purchase, in a
private placement, up to $20.0 million of Shares. On Nov. 7, 2018,
the Issuer closed the initial sale of 8,577,248 Shares to BioLexis
for an aggregate purchase price of $8.0 million, and amended its
Investor Rights Agreement with BioLexis. The remaining $12.0
million will fund in three equal tranches, of which approximately
$4.0 million (4,288,624 shares) was funded on Dec. 3, 2018 and
approximately $4.0 million (4,288,624 shares) was funded on Jan. 2,
2019. The remaining $4.0 million will fund on Feb. 1, 2019,
subject to customary closing conditions and achievement of certain
funding milestones as set forth in the November 2018 Purchase
Agreement. The source of funds for those purchases was the working
capital of BioLexis and capital contributions made to BioLexis.
The Company intends to use the net proceeds from the Private
Placement primarily for (i) clinical trials for its lead product
candidate, ONS-5010, and (ii) for working capital and general
corporate purposes, including the agreed repayments on the senior
secured notes.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/YaqqA6
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com/-- is a clinical-stage
biopharmaceutical company focused on developing its lead clinical
program, ONS-5010, a proprietary ophthalmic bevacizumab product
candidate for the treatment of wet age related macular degeneration
(wet AMD). ONS-5010 is currently in its first clinical trial,
which is being conducted outside of the U.S. and is designed to
serve as the first of two adequate and well controlled studies for
wet AMD.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017.
As of Sept. 30, 2018, the Company had $22.28 million in total
assets, $43.09 million in total liabilities, $4.73 million in total
convertible preferred stock, and a total stockholders' deficit of
$25.54 million.
KPMG LLP's report on the consolidated financial statements for the
year ended Sept. 30, 2018, includes an explanatory paragraph
stating that the Company has incurred recurring losses and negative
cash flows from operations and has an accumulated deficit of
$216.3 million, $13.5 million of senior secured notes that may
become due in fiscal 2019 and $4.6 million of unsecured
indebtedness, $1.0 million of which is due on demand, and $3.6
million of which matures Dec. 22, 2018, that raise substantial
doubt about its ability to continue as a going concern.
OUTLOOK THERAPEUTICS: Sabby Healthcare Has 4.6% Stake as of Dec. 31
-------------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility
Master Fund, Ltd. disclosed that as of Dec. 31, 2018, they
beneficially own 3,914,436 and 834,387 shares of Outlook
Therapeutics, Inc.'s common stock, respectively, representing
approximately 4.60% and 0.98% of the common stock, respectively, of
Outlook Therapeutics, Inc. Sabby Management, LLC and Hal Mintz
each beneficially own 4,246,044 shares of the Common Stock,
representing approximately 4.99% of the Common Stock.
Sabby Management, LLC and Hal Mintz do not directly own any shares
of Common Stock, but each indirectly owns 4,246,044 shares of
Common Stock. Sabby Management, LLC, a Delaware limited liability
company, indirectly owns 4,246,044 shares of Common Stock because
it serves as the investment manager of Sabby Healthcare Master
Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., Cayman
Islands companies. Mr. Mintz indirectly owns 4,246,044 shares of
Common Stock in his capacity as manager of Sabby Management, LLC.
A full-text copy of the regulatory filing is available at no charge
at: https://is.gd/6uY1A6
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com/-- is a clinical-stage
biopharmaceutical company focused on developing its lead clinical
program, ONS-5010, a proprietary ophthalmic bevacizumab product
candidate for the treatment of wet age related macular degeneration
(wet AMD). ONS-5010 is currently in its first clinical trial,
which is being conducted outside of the U.S. and is designed to
serve as the first of two adequate and well controlled studies for
wet AMD.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017.
As of Sept. 30, 2018, the Company had $22.28 million in total
assets, $43.09 million in total liabilities, $4.73 million in total
convertible preferred stock, and a total stockholders' deficit of
$25.54 million.
KPMG LLP's report on the consolidated financial statements for the
year ended Sept. 30, 2018, includes an explantory paragraph stating
that the Company has incurred recurring losses and negative cash
flows from operations and has an accumulated deficit of $216.3
million, $13.5 million of senior secured notes that may become due
in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0
million of which is due on demand, and $3.6 million of which
matures Dec. 22, 2018, that raise substantial doubt about its
ability to continue as a going concern.
OVERSEAS SHIPHOLDING: S&P Alters Outlook to Stable & Affirms B ICR
------------------------------------------------------------------
S&P Global Ratings, on Jan. 3, 2019, revised the outlook on Tampa,
Fla.-based Overseas Shipholding Group Inc. to stable from negative
and affirmed its 'B-' issuer credit rating.
S&P said, "At the same time, we affirmed the 'B+' issue-level
rating on the company's $325 million term loan due 2023. The '1'
recovery rating is unchanged, indicating our expectation for very
high recovery (90%-100%; rounded estimate: 95%) in the event of a
payment default."
The outlook revision reflects the elimination of refinancing risk
following the successful closing of OSG's $325 million senior
secured term loan due 2023. The company used the proceeds from the
new term loan, along with about $28 million of cash from its
balance sheet, to repay its $353 million term loan due August 2019.
Additionally, the company extended the maturity on its undrawn
asset-backed loan (ABL) to August 2019 from February 2019 and the
credit line was reduced to $30 million from $75 million. Although
S&P is comfortable with OSG's adequate liquidity over the next 12
months due to its high cash balance, it acknowledges that the ABL's
upcoming August 2019 maturity limits the company's financial
flexibility in the event cash flows are weaker than it currently
expects.
The stable outlook on Overseas Shipholding Group reflects the
elimination of refinancing risk following the closing of its term
loan due 2023. Over the past year, OSG has reduced its exposure to
the volatile spot market by entering into more tanker time
charters. S&P expects OSG to generate modest free operating cash
flow over the next year despite larger than normal capital
expenditures as the company makes progress payments toward three
new vessels.
S&P said, "We could raise our ratings on OSG if the company
improves its operating performance and business stability
increased, causing its debt to EBITDA to approach 4x and its free
operating cash flow (FOCF) to debt to be maintained in the
high-single-digit percent area on a sustained basis.
"We could lower our ratings on OSG over the next 12 months if we
come to believe that the company's financial obligations are
unsustainable over the long term or if we believe its liquidity
position has deteriorated such that we revise our liquidity
assessment to less than adequate or weak."
PEARLMONT LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pearlmont, LLC
71 Montvale Ave
Montvale, NJ 07645
Business Description: Pearlmont, LLC owns three properties in
Montvale, New Jersey having a total current
value of $3.25 million. The Company
previously sought bankruptcy protection on
Jan. 23, 2013 (Bankr. D.N.J. Case No. 13-
10964).
Chapter 11 Petition Date: January 3, 2019
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Case No.: 19-10090
Judge: Hon. Rosemary Gambardella
Debtor's Counsel: Leonard S. Singer, Esq.
ZAZELLA & SINGER, ESQS.
36 Mountain View Blvd.
Wayne, NJ 07470
Tel: (973) 696-1700
Fax: 973-696-3228
E-mail: zsbankruptcy@gmail.com
Total Assets: $3,251,500
Total Liabilities: $2,264,500
The petition was signed by Alfred R. Caggia, 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/njb19-10090.pdf
PEPPERELL MILLS: Renews Bid on Continued Cash Collateral Use
------------------------------------------------------------
Pepperell Mills Limited Partnership filed a renewed motion seeking
authority from the U.S. Bankruptcy Court for the District of
Massachusetts to use cash collateral on a continuing basis pursuant
to the proposed budget.
The Debtor seeks to use cash collateral generated by rents
collected to maintain the value of the property and to pay certain
actual and necessary expenses of the Debtor with respect to the
real property owned by the Debtor.
The Debtor submitted its Disclosure Statement and Plan of
Reorganization on Oct. 15, 2018. The Debtor subsequently amended
the Disclosure Statement and Plan on Nov. 2, 2018 and there was a
hearing held on Dec. 12, 2018 on the adequacy of the Debtor's
amended disclosure statement. Prior to the hearing, the Debtor
agreed with MDFA, the U.S. Trustee and counsel to the City of Fall
River to make certain amendments to the documents. The Debtor
intends to file these amendments on or before Dec. 19, 2018.
Accordingly, the Debtor requires cash collateral in order to fund
its ongoing operations, maintain the value of the property and to
pay certain actual and necessary expenses of the Debtor with
respect to the real property owned by the Debtor. The proposed
Budget provides total expenses of approximately $38,902 for the
month of January 2019.
The Debtor and MassDevelopment New Markets CDE #1, LLC entered into
certain loan arrangements. As of Dec. 13, 2018, MDFA asserts
approximately $3,247,744 due and owing. MDFA claims a
first-priority security interest in the Real Property, together
with a security interest grant encumbering all fixtures, equipment
and all other tangible personal property located on or intended for
use in connection with the Real Property, pursuant to the Mortgage
and Guaranty, and the leases and rents from the Real Property
pursuant to the Assignment of Leases.
In March 2008, Fall River Five Cents Savings Bank d/b/a BankFive
made a loan to Griffin Manufacturing Company, Inc., as Borrower, in
the amount of $5,000,000. The Debtor secured the indebtedness to
Griffin with a second mortgage on the Real Property as well as a
first lien on the Griffin assets. The Debtor also granted BankFive
an interest in all its assets, including rents and leases. In
addition, in September 2013, BankFive made a loan to the Debtor in
the amount of $673,000, secured by the Debtor's Real property.
BankFive is currently owed approximately $2,100,000.
In September 2013, JFFR made a loan to Griffin in the principal
amount of $250,000. This loan was secured by a mortgage granted by
the Debtor. JFFR is owed approximately $260,000. JFFR's mortgage
and financing statement grants them an interest in all the Debtor's
assets, including accounts and accounts receivables.
The Debtor proposes to adequately protect the MDFA for the use of
any Cash Collateral as follows:
(a) by granting a replacement lien on the property to the
extent the lien is properly perfected in pre-petition collateral;
(b) by making monthly payments of $7,000 to MDFA;
(c) if and to the extent the cash collateral used by the
Debtor less the reduction in the Pre-Petition Indebtedness exceeds
the value of the Post-Petition Collateral, then MDFA will have a
claim under Section 503(b) of the Bankruptcy Code in the amount of
the Post-Petition Shortfall which will have priority over all other
claims entitled to priority under Section 507(a)(2), with the sole
exception of quarterly fees due to the U.S. Trustee pursuant to 28
U.S.C. Section 1930;
(d) by maintaining insurance on Debtor's personal property and
by paying all post-petition vendor and other administrative costs
on a timely basis; and
(e) by continuing to maintain and preserve the property for
the benefit of the Estate.
A copy of the Renewed Cash Collateral Motion is available at
http://bankrupt.com/misc/mab18-11804-143.pdf
About Pepperell Mills
Pepperell Mills Limited Partnership, based in Fall River,
Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass.
Case No. 18-11804) on May 15, 2018. The Debtor estimated $1
million to $10 million in assets and liabilities. The petition was
signed by Christine Laudon, president of Pepperell Mills
Associates, general partner. Judge Joan N. Feeney oversees the
case. John M. McAuliffe, Esq., at John McAuliffe & Associates,
P.C., serves as counsel to the Debtor.
PETROLEUM TOWERS: Exclusive Period to File Plan Extended to Jan. 31
-------------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas approved Petroleum Towers - Cotter, LLC's motion
to extend its exclusive right to file a plan up to and including
January 31, 2019 along with the exclusive right to obtain
acceptances for the plan through March 1, 2019.
About Petroleum Towers - Cotter
Petroleum Towers - Cotter, LLC, is the owner of the twin 8-story
Petroleum Towers located at 8626/8700 Tesoro Dr. San Antonio,
Texas. The Towers --
http://www.cotteroffices.com/portfolio-type/petroleum-towers--
feature parking space, quick access to major arteries, close
proximity to hotels, restaurants, retailers and business services,
24/7 card-key building access, and an on-site management and
maintenance team.
Petroleum Towers - Cotter filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 18-50197) on Feb. 1, 2018. In the petition signed by
Marcus P. Rogers, Ind. Adm. of the Estate of James F. Cotter,
Dec'd, the Debtor estimated assets and liabilities at $10 million
to $50 million.
The case is assigned to Judge Ronald B. King.
The Office of H. Anthony Hervol is the Debtor's bankruptcy counsel.
PG&E CORP: Said to Be Mulling Bankruptcy Amid Wildfire Costs
------------------------------------------------------------
PG&E Corporation is said to be considering a bankruptcy filing
within weeks to organize the billions of dollars in potential
liabilities from wildfires its equipment may have ignited, people
familiar with the situation said, according to Bloomberg News's
Mark Chediak and Margot Habiby.
Bloomberg noted that PG&E has lost more than half its market value
since the deadliest wildfire in California history broke out in
early November, compounding financial woes it was already facing
after blazes destroyed parts of wine country a year earlier. The
fires have underscored how vulnerable utilities are to natural
disasters, especially in California, where they can be held liable
for damages even if they aren't found to be negligent.
Bloomberg also reported that PG&E declared late Friday it is
"working diligently to assess the company's potential liabilities
as a result of the wildfires and the options for addressing those
liabilities. We recognize the need to balance the interests of many
stakeholders while maintaining safe, reliable, and affordable
services for our customers, which is always our top priority."
Also on Friday, the Company's Board of Directors announced changes
to reinforce the Company's commitment to safety and improvement.
In addition to prior actions taken to confront the growing wildfire
threat, the Board is actively assessing PG&E's operations,
finances, management, structure, and governance -- and remains
focused on improving safety and operational effectiveness.
Among other actions, the Board:
-- Is conducting a Board refreshment process that includes
searching for new directors at both the holding company
and its utility subsidiary Pacific Gas and Electric
Company (the Utility). The Board is looking to add fresh
perspectives to augment its existing expertise in safety,
operations, and other critical areas. The Board is
working with a leading search firm to identify new
directors and is currently interviewing several
candidates.
-- Is reviewing structural options to best position PG&E
to implement necessary changes while meeting customer and
operational needs.
-- Has formed a special Board committee that is engaging
independent experts to advise on best practices in
wildfire safety. The committee is also assessing the
additional operational changes proposed by management to
enhance safety as PG&E prepares for the 2019 wildfire
season.
The Board stated: "The members of the Board fully understand PG&E's
responsibility to its customers, the communities it serves, and all
of its stakeholders to drive safety and operational excellence.
That is why we are redoubling our ongoing wildfire safety efforts
and are looking at every possible action PG&E can take to improve.
We want to tap fresh perspectives and additional expertise to help
address the changing nature of PG&E's business and the challenges
it faces now and in the future. We are committed to working closely
with the California Public Utilities Commission, policymakers, and
other stakeholders to provide PG&E customers the safe, reliable,
and affordable natural gas and electric services they expect and
need."
Beginning on October 8, 2017, multiple wildfires spread through
Northern California, including Napa, Sonoma, Butte, Humboldt,
Mendocino, Lake, Nevada, and Yuba Counties, as well as in the area
surrounding Yuba City. According the California Department of
Forestry and Fire Protection's California Statewide Fire Summary
dated October 30, 2017, at the peak of the wildfires, there were 21
major wildfires in Northern California that, in total, burned over
245,000 acres and destroyed an estimated 8,900 structures. The
wildfires resulted in 44 fatalities.
Cal Fire issued its determination on the causes of 17 of the
Northern California wildfires, and alleged that each of these fires
involved the Utility's equipment. The remaining wildfires remain
under Cal Fire's investigation, including the possible role of
Pacific Gas' power lines and other facilities. Additionally, the
Northern California wildfires are under investigation by the
California Public Utilities Commission's Safety and Enforcement
Division.
PG&E posted total assets of $71.4 billion against $9.5 billion of
total current liabilities and $42.2 billion of total noncurrent
liabilities as of Sept. 30, 2018, according to its quarterly report
for the three-month period ended Sept. 30. Total current
liabilities include $2.8 billion in wildfire-related claims. That
figure is up from $561 million as of Dec. 31, 2017.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
QUALITY CONSTRUCTION: Committee Objects to Disclosure Statement
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Quality Construction & Production, LLC, and its
subsidiaries, object to the disclosure statement explaining the
joint Chapter 11 plan.
The Committee complains that the Disclosure Statement does not,
however, give sufficient detail as to the duties and
responsibilities of the Disbursing Agent.
The creditors point out that the Disclosure Statement does not
describe in any significant detail the claims adjustment process.
Specifically, the Disclosure Statement should describe how the
Debtor(s) will determine the allowed amount of each unsecured claim
and the amount each unsecured creditor will receive as it pro rata
share of the fund set aside for the unsecured creditor class.
The creditors further point out that the Disclosure Statement does
not adequately address how payments to third parties that benefited
insiders will be addressed or that the rights of unsecured
creditors have been preserved post-confirmation.
About Quality Construction & Production
Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people. The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.
Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018. In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.
The Hon. Robert Summerhays is the case judge.
The Debtors tapped Weinstein & St. Germain, LLC, as their
bankruptcy counsel; Elmore Consulting, LLC, as financial
consultant; and Donlin, Recano & Company as claims and noticing
agent.
The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018. The Committee
hired H. Kent Aguillard as counsel.
RK & GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RK & Group Inc.
fdba Kilgore, Inc.
PO Box 39
Goose Creek, SC 29445
Business Description: RK & Group Inc. is a privately held company
in Goose Creek, South Carolina. The Company
is a franchise owner of the Subway
restaurant chain.
Chapter 11 Petition Date: January 3, 2019
Court: United States Bankruptcy Court
District of South Carolina (Charleston)
Case No.: 19-00037
Judge: Hon. John E. Waites
Debtor's Counsel: Kevin Campbell, Esq.
CAMPBELL LAW FIRM, PA
PO Box 684
890 Jonnie Dodds Blvd
Mt. Pleasant, SC 29465
Tel: (843) 884-6874
Fax: (843) 884-0997
E-mail: kcampbell@campbell-law-firm.com
Total Assets: $564,823
Total Liabilities: $2,730,911
The petition was signed by Rhonda L. Kilgore, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/scb19-00037.pdf
ROSEGARDEN HEALTH: Trustee May Use Cash Collateral Until Jan. 26
----------------------------------------------------------------
The Hon. Ann M. Nevims of the U.S. Bankruptcy Court for the
District of Connecticut authorized Jon Newton, the Chapter 11
Trustee for the jointly administered estates of The Rosegarden
Health and Rehabilitation Center LLC, and Bridgeport Health Care
Center Inc., to use cash collateral for a period through and
including Jan. 26, 2019.
A continued hearing on the Cash Collateral Motion will be held on
Jan. 23, 2019 at 2:00 p.m.
The Debtors will use cash collateral, including proceeds from its
accounts receivable, which cash collateral may be subject to the
liens and/or security interests of the Alleged Secured Parties. The
Debtors will use cash collateral in accordance with the Budget with
a variance of 10% permitted, and a greater variance upon the
written consent of the Alleged Secured Parties.
The Alleged Secured Creditors are: (1) The Internal Revenue
Service; (2) The State of Connecticut Department of Revenue
Services; (3) The State of Connecticut Department of Labor; (4)
Peoples United Bank; (5) Ram Capital Funding LLC; (6) World Global
Capital, LLC d/b/a Fastline Capital; (7) Yellowstone Capital, LLC;
and (8) B of I Federal Bank.
In exchange for the preliminary use of cash collateral by the
Debtors, the Alleged Secured Creditors are granted replacement
and/or substitute liens as provided in Bankruptcy Code section
361(2) in all post-petition assets and proceeds thereof, excluding
all bankruptcy avoidance causes of action, having the same
validity, extent, and priority that the Alleged Secured Creditors
possessed as to said liens on the Filing Date and any rights of
setoff claimed by any of the Alleged Secured Creditors as against
the Debtors' assets prior to the Filing Date.
To the extent the adequate protection provided to the Alleged
Secured Creditors proves to be inadequate and such inadequacy gives
rise to a claim allowable under section 507(a)(2) of the Bankruptcy
Code, such claim will constitute an allowed administrative expense
claim against each of the Debtors on a joint and several basis with
priority over all administrative claims in these bankruptcy cases,
including all claims of the kind specified in sections 503(b) and
507(b) of the Bankruptcy Code.
A full-text copy of the Order is available at
http://bankrupt.com/misc/ctb18-30623-790.pdf
About The Rosegarden Health and
Rehabilitation Center LLC
Located in Waterbury, Connecticut, Bridgeport Health Care Center
and The Rosegarden Health and Rehabilitation Center LLC --
http://www.bridgeporthealthcarecenter.com/-- provide long and
short-term nursing care and rehabilitation services. Bridgeport
offers nursing care, Alzheimer's care, rehab/physical therapy,
wound care, dietary, respite care, and hospice care. Rosegarden
services include 24-hour nursing care, APRN on Staff,
short-term/long-term rehab, physical therapy, speech therapy,
occupational therapy, IV therapy/medical/incontinence management,
CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services,
respiratory care, among others.
Bridgeport Health Care and Rosegarden sought Chapter 11 protection
(Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on
April 18, 2018. In the petitions signed by their chief financial
officer, Chaim Stern, Bridgeport estimated assets and liabilities
of less than $50 million, and Rosegarden Health estimated assets
and liabilities of less than $10 million.
The Hon. Julie A. Manning is the case judge.
Richard L. Campbell, Esq., at White and Williams LLP, serves as the
Debtors' counsel.
William K. Harrington, the United States Trustee for Region 2,
appointed Joseph J. Tomaino as patient care ombudsman in the cases.
The PCO hired Barbara H. Katz, as counsel.
Jon Newton was appointed Chapter 11 trustee for the Debtors. The
Trustee is represented by Reid and Riege, P.C.
SABIR PROPERTIES: Unsecureds to Get Monthly Payments for 5 Years
----------------------------------------------------------------
Sabir Properties, LLC, filed a disclosure statement and Chapter 11
plan.
Class 6, the General Unsecured Creditors, will be paid in full over
time. The first payment will begin in month 13 of the Plan and
continue and increase in subsequent years until paid in full. The
class 6 will also be paid from proceeds of sales. The first payment
will begin January 2020 and the estimated date of last payment is
January 2025.
Class 5, Executory Leases with Farrell Gasmart, will be assumed.
Class 7, Equity interests in the Debtor, will be retained with
modifications upon the members and salaries are eliminated to
assist in feasibility of the Plan.
Shakat Sindhu was released and has returned to operate his
businesses. The Debtor intends to lease and/or sell parcels of
property to fund the payment of creditors in full.
A full-text copy of the Disclosure Statement dated December 11,
2018, is available at:
http://bankrupt.com/misc/pawb18-1810652TPA-39.pdf
Attorneys for Debtor are Donald R. Calaiaro, Esq., and David Z.
Valencik, Esq., at CALAIARO VALENCIK, in Pittsburgh, Pennsylvania.
About Sabir Properties, Inc.
Sabir Properties, Inc. filed for Chapter 11 bankruptcy protection
on (Bankr. W.D. Pa. Case No. 18-10652) June 28, 2018, listing $3.3
million in total assets and $2.49 million in total liabilities. The
petition was signed by Shaukat Sindhu, president.
Judge Thomas P. Agresti presides over the case. Donald R.
Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's
counsel.
SAFE HAVEN HEALTH: Seeks Authority on Interim Cash Collateral Use
-----------------------------------------------------------------
Safe Haven Health Care, Inc., requests the U.S. Bankruptcy Court
for the District of Idaho for authorization to use cash collateral
on an interim basis, to pay the expenses from Jan. 1, 2019, through
the date of the final hearing on the cash collateral motion on Jan.
18, 2019.
The Debtor previously obtained court approval of the use of cash
collateral, which expires Dec. 31, 2018. The Debtor does not have
sufficient income to continue its operations without the continued
use of cash collateral, and seeks authorization to use cash
collateral on an interim basis and on a continuing basis during
2019 to pay operating expenses.
In addition to the use of cash collateral on an interim basis
pending a final hearing on the motion, the Debtor also seeks
authorization to continue the use of cash collateral from and after
the date of the final hearing through June 2019 in accordance with
the proposed budget. The amount of cash collateral sought to be
used on an interim basis for period of Jan. 1 through Jan. 18,
2019, is approximately $446,000 per month from the sale of
services, and continuing thereafter in accordance with the
projected operating expenses budget through the date of the final
hearing.
The Debtor believes these creditors likely may claim to have liens
or interest in the cash collateral the Debtor wished to be used, or
the property used to generate cash collateral:
CREDITORS APPX. AMOUNT
OWED
Alliance Laundry Systems $2,034
Bank of Idaho $134,876
Business Merchant Funding Unknown
Cash Capital Group, LLC $137,750
CCF Leasing Co $5,078
Corporation Service Company Unknown
Eastern Idaho Development $51,000
Empire Funding $62,250
Fundrock, LLC $90,000
Idaho Associates, LLC Unknown
Kubota Credit Corporation Unknown
Pluslux, LLC Unknown
Pocatello Idaho Property, LLC Unknown
Rebecca Taylor Unknown
U.S. Small Business Administration $2,933,811
Yellowstone Capital $108,750
Zions First National Bank $300,000
Internal Revenue Service $135,000
To the extent they claim a pre-petition lien in the Debtor's cash
collateral, the Debtor is willing to give the Listed Creditors
adequate protection as follows:
(a) By granting said creditors a post-petition lien, to the
same extent that they had a lien pre-petition, against the Debtor's
post-petition cash collateral.
(b) Based on the estimated market value of its other
collateral, Alliance Laundry Systems, and Eastern Idaho Development
appear to have an equity cushion to protect their debts.
(c) In addition to the adequate protection lien, the Debtor
proposes an Adequate Protection payment to ZB, N.A., similar to
that provided in the Court's previous cash collateral order, in the
amount of $1,250 per month.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/idb18-01044-135.pdf
About Safe Haven Health Care
Safe Haven Health Care, Inc. -- http://www.safehavenhealthcare.org/
-- provides both in-patient and out-patient psychiatric, skilled
nursing and assisted living services. The Company has facilities
throughout southwestern, central and eastern Idaho. Safe Haven is a
division of CareFix, Inc.
Safe Haven Health Care filed a Chapter 11 petition (Bankr. D. Idaho
Case No. 18-01044) on Aug. 10, 2018. In the petition signed by
Scott Burpee, president, the Debtor disclosed $10,234,818 in assets
and $17,313,444 in liabilities. The case is assigned to Judge Jim
D. Pappas. Angstman Johnson, led by Matthew Todd Christensen, is
the Debtor's counsel.
SAMBILL LLC: Jan. 16 Plan Confirmation Hearing
----------------------------------------------
Sambill, LLC's Disclosure Statement is conditionally approved by
the Bankruptcy Court.
A hearing on the confirmation of the Debtor's Plan of
Reorganization will be held on January 16, 2019, at 9:00 a.m., in
the United States Bankruptcy Court for the Western District of
Texas, San Antonio Division, Courtroom No. 3, 5th Floor, 615 E.
Houston Street, San Antonio, Texas 78205.
Objections to confirmation of the Debtor's Plan will be filed in
writing with the Clerk of the Bankruptcy Court, 615 E. Houston
Street, San Antonio, Texas 78205, on or before January 9, 2019.
The final hearing regarding final approval of the Disclosure
Statement will also be held on January 16, 2019 at 9:00 a.m. in the
United States Bankruptcy Court for the Western District of Texas,
San Antonio Division, Courtroom No. 3, 5th Floor, 615 E. Houston
Street, San Antonio, Texas 78205.
About Sambill, LLC
Sambill, LLC, is a privately held company in Boerne, Texas.
Sambill filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
18-50345) on Feb. 17, 2018. In the petition signed by Sam
Bournias, managing member, the Debtor estimated $1 million to $10
million in both assets and liabilities. The case is assigned to
the Hon. Craig A. Gargotta. James S. Wilkins, Esq., at Wilkins &
Wilkins LLP, is the Debtor's counsel. Lowery, Powell, Stevens &
Magnum, P.C., serves as the Debtor's accountant.
SENIOR CARE: BOD Hires Gray Robinson as Special Counsel
-------------------------------------------------------
Senior Care Centers, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas
to retain Gray Robinson, P.A. as special counsel to the independent
Board of Directors of Senior Care Centers, LLC in connection with
the Chapter 11 Cases.
The Independent Board seeks to utilize the services of GR to enable
the Independent Board to faithfully execute its duties to the
Debtors and its stakeholders in a manner which will help properly
guide these cases. The principal focus of the proposed engagement
is on the duties of the Independent Board in connection with the
discharge of its fiduciary duties as the governing body of the
Debtors as debtors-in-possession, overseeing the Debtors' Chief
Restructuring Officer, Kevin O'Halloran, and facilitating a
successful reorganization either through a sale of assets or
recapitalization of the Debtors. GR's engagement does not include
advice with respect to tax or regulatory matters.
Upon being retained by the Debtors in September 2018, the Debtors
paid GR an initial retainer of $25,000. Shortly before the Petition
Date, GR received an additional retainer of $50,000.
Gray Robinson's hourly rates are:
Steven J. Solomon $585
Shareholders $450-$975
Associates and Of Counsel $195-$325
Paralegals $95-$105
Steven J. Solomon, shareholder of Gray Robinson, P.A.,n, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The firm can be reached through:
Steven J. Solomon
Gray Robinson, P.A.
333 S.E. 2nd Avenue, Suite 3200
Miami, FL 33131
Tel: 305-416-6880
Fax: 305-416-6887
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped POLSINELLI PC as bankruptcy counsel; Hunton
Andrews Kutrh LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
SENIOR CARE: Committee Taps Greenberg Traurig, LLP as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Senior Care
Centers, LLC, and its debtor-affiliates, seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas to retain
Greenberg Traurig, LLP as counsel to the Committee.
The Committee requires Greenberg Traurig to:
(a) advise the Committee with respect to its rights, duties,
and powers in these chapter 11 cases;
(b) assist and advise the Committee in its consultations with
the Debtors in connection with the administration of these chapter
11 cases;
(c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors, operation of the Debtors' businesses and the desirability
of continuing or selling such businesses and/or assets under
Bankruptcy Code section 363, the formulation of a chapter 11 plan,
and other matters relevant to these chapter 11 cases;
(d) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests, including
analysis of possible objections to the nature, extent, validity,
priority, amount, subordination, or avoidance of claims and/or
transfers of property in consideration of such claims;
(e) advise and represent the Committee in connection with
matters generally arising in these chapter 11 cases, including the
obtaining of credit, the sale of assets, and the rejection or
assumption of executory contracts and unexpired leases;
(f) appear before this Court, and any other federal, state, or
appellate court;
(g) prepare, on behalf of the Committee, any pleadings,
including motions, memoranda, complaints, objections, and responses
to any of the foregoing; and
(h) perform such other legal services as may be required or
are otherwise in the interests of the Committee in accordance with
the Committee’s powers and duties under the Bankruptcy Code,
Bankruptcy Rules, or other applicable
law.
The principal attorneys and paralegals who will be providing the
services are:
Shari L. Heyen $985
Nancy A. Peterman $950
Karl G. Dial $965
Benjamin R. Keck $450
Kristen M. Jacobsen $400
DeWitt Perkins $395
Gail L. Jamrok $380
Greenberg Traurig's hourly rates are:
Shareholders $650 - $1,500
Of Counsel $550 - $1,405
Associates $495 - $845
Paralegals $350 - $450
Shari Heyen, Esq., a shareholder at Greenberg Traurig, disclosed in
a court filing that her firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Heyen disclosed in a court filing that her firm has not agreed to a
variation of its standard or customary billing arrangements in
connection with its employment with the committee, and that no
Greenberg Traurig professional has varied his rate based on the
geographic location of the Debtors' cases.
Greenberg Traurig was not selected to represent the committee until
after it was appointed by the U.S. trustee on October 17, 2018.
The firm's billing rates increased at the beginning of 2018 from
its rates in 2017 but its rates have not increased following the
Debtors' bankruptcy filing, according to Ms. Heyen.
Ms. Heyen also disclosed that the committee and Greenberg Traurig
expect to develop a prospective budget and staffing plan.
Greenberg Traurig can be reached through:
Shari L. Heyen, Esq.
Greenberg Traurig, LLP
1000 Louisiana Street, Suite 1700
Houston, TX 77002
Direct: +1 713.374.3564
Tel: +1 713-374-3500
Fax: +1 713-374-3505
Email: heyens@gtlaw.com
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped POLSINELLI PC as bankruptcy counsel; Hunton
Andrews Kutrh LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
SENIOR CARE: Hires Kevin O'Halloran of Newbridge Management as CRO
------------------------------------------------------------------
Senior Care Centers, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas
to retain Newbridge Management, LLC, to provide a chief
restructuring officer and certain additional personnel and
designate Kevin O'Halloran as CRO.
The Debtors began to face significant financial challenges in 2018,
particularly with regards to liquidity. On June 20, 2018, BDO USA,
Inc. was retained to provide certain personnel to the Debtors.
As the Debtors continued to face liquidity issues in November 2018
and in consideration of the size and complexity of their
businesses, as well as the exigencies of the circumstances, the
Debtors determined that the services of experienced restructuring
managers were required. To that end, on November 18, 2018, the
Debtors and Newbridge executed the Engagement Letter which provided
Mr. O'Halloran as the Debtors' CRO.
Since Newbridge's engagement, Mr. O'Halloran has worked closely
with the BDO Personnel, the Debtors' management, and other
professionals to become intimately familiar with the Debtors'
businesses, financial affairs, and capital structure.
Services required of Mr. O'Halloran as CRO are:
a. work with vendors, landlords, and lenders, including pre
and post-petition lenders;
b. supervise, control, and monitor cash receipts and
disbursements;
c. engage potential investors and/or transaction partners;
d. implement and supervise all of the Debtors' activities
including the sale of the Debtors' assets on an expedited basis,
including dissemination of information to third parties, selection
of a stalking horse purchaser, and determination of highest and
best offer;
e. direct and supervise the formulation of budgets and plans;
f. develop all aspects of financial, operational, and
administrative direction and plans;
g. determine, direct, and supervise all other activities and
strategies, operations, and plans;
h. act as the Debtors' liaison with creditors and governmental
entities;
i. manage the Chapter 11 Cases and administration process;
and
j. provide any additional authority by the Board of Directors
and agreed to by Newbridge.
Newbridge's compensation for professional services rendered to the
Debtors shall be $80,00 per month.
Kevin O'Halloran, Managing Member of Newbridge Management, LLC,
attests that Newbridge is a "disinterested person" as defined by
Bankruptcy Code section 101(14).
The firm can be reached at:
Kevin O'Halloran
Newbridge Management LLC
1720 Peachtree Street NW, Suite 425N
Atlanta, GA, 30309
Phone: 404-375-4278
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped POLSINELLI PC as bankruptcy counsel; Hunton
Andrews Kutrh LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
SENIOR CARE: Hires Rochelle McCullough as Conflicts Counsel
-----------------------------------------------------------
Senior Care Centers, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Rochelle McCullough, LLP as conflicts counsel to the
Debtors.
Services ROMC will be required to render are:
a. take all necessary action to protect and preserve the
estates of the Debtors, including the prosecution of actions on the
Debtors' behalf, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors and/or
Granite are involved, and the preparation of objections to claims
filed against the Debtors' estates by Granite or Key Bank;
b. provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
their business relative to issues that relate to Granite or Key
Bank;
c. prepare on behalf of the Debtors, as debtors in possession,
necessary motions, applications, answers, orders, reports, and
other legal papers in connection with the administration of the
Debtors' estates relative to
issues that relate to Granite or Key Bank;
d. appear in court and protecting the interests of the Debtors
before this Court relative to issues that relate to Granite or Key
Bank;
e. assist with any disposition of the Debtors' assets, by sale
or otherwise relative to issues that relate to Granite or Key Bank;
f. take all necessary or appropriate actions in connection
with any plan of reorganization and related disclosure statement
and all related documents, and such further actions as may be
required in connection with the
administration of the Debtors' estates relative to issues that
relate to Granite or Key Bank;
g. review all pleadings filed in the Chapter 11 Cases; and
h. perform all other legal services in connection with the
Chapter 11 Cases relative to issues that relative to Granite or Key
Bank as may reasonably be required.
ROMC's hourly rates are:
Shareholders $375-$475
Associates $275.00
Paraprofessionals $140
Kevin D. McCullough, partner of Rochelle McCullough L.L.P., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Rochelle can be reached at:
Kevin D. McCullough, Esq.
Kathryn G. Reid, Esq.
Shannon Thomas, Esq.
ROCHELLE McCULLOUGH, LLP
325 N. St. Paul Street, Suite 4500
Dallas, TX 75201
Tel: (214) 953-0182
Fax: (214) 953-0185
E-mail: kdm@romclaw.com
kreid@romclaw.com
sthomas@romclaw.com
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped POLSINELLI PC as bankruptcy counsel; Hunton
Andrews Kutrh LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
SENIOR CARE: Hires Sitrick & Company as Communications Consultant
-----------------------------------------------------------------
Senior Care Centers, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Sitrick And Company, a unit of Sitrick Group LLC, as
corporate communications and public relations consultants for the
Debtors.
Services Sitrick will be required to render are:
a. develop and implement communications programs and related
strategies and initiatives for communications with the Debtors' key
constituencies (including customers, employees, vendors,
bondholders, related key constituencies, and the media) regarding
the Debtors’ operations and progress through the chapter 11
process;
b. develop public relations initiatives for the Debtors to
maintain public confidence and internal morale during the chapter
11 process;
c. prepare press releases and other public statements for the
Debtors, including statements relating to major chapter 11 events;
d. prepare other forms of communication to the Debtors' key
constituencies and the media;
e. develop and maintain a website containing communications
materials for various constituencies regarding the restructuring;
and
f. perform such other communications consulting services as
may be requested by the Debtors.
Sitrick's standard hourly billing rates range from $195 to $795,
depending on the professional performing the services.
The Debtors paid Sitrick $25,000.00 as an initial, non-refundable
retainer prior to the Petition Date, as well as a refundable
expense advance in the amount of $5,000.00. As of the Petition
Date, Sitrick had approximately
$9,834.89 remaining and on hand from the Retainer and Expense
Advance, which is available for payment of additional fees and
costs incurred postpetition.
Thomas Becker, member of the Management Committee of Sitrick and
Company, a unit of Sitrick Group, LLC, assures the Court the his
firm does not hold any interest adverse to the Debtors' estates,
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Thomas Becker
Sitrick and Company
7 Times Square #2600
New York, NY 10036
Phone: 212-573-6100
Fax: 212-573-6165
Email: tom_becker@sitrick.com
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped POLSINELLI PC as bankruptcy counsel; Hunton
Andrews Kutrh LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
SENIOR CARE: Taps BDO USA, Friend as CEO, Wallin as CFO
-------------------------------------------------------
Senior Care Centers, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ BDO USA, Inc. to provide a chief executive officer, chief
financial officer, and additional personnel and designate Dr. David
Friend as CEO and Venson Wallin as CFO.
Services required of Dr. Friend as CEO are:
a. assist the Debtors with the execution of the Company's
operations as well as assisting with any of the following, as
needed and approved by the Board and CRO: refinancing of,
recapitalization of, or other strategic and
operating options with respect to the businesses of the Debtors.
b. without limiting the generality of the foregoing, perform
the following, in each case in a manner materially consistent with
the Debtors' policies and procedures, including its compliance,
audit, and risk management
procedures that are consistent with standard business practices for
the Debtors' industry: (i) Authority, as granted by the Board, with
respect to the day-to-day management of Client other than with
respect to litigation,
arbitration and legal issues; (ii) Assist the CRO in overseeing
Client's other officers and employees with respect to all matters
within the Interim CEO's scope of duties, as required.
Services required of Mr. Wallin as CFO are:
a. delegated authority with respect to the day to day
management of the financial affairs of the Debtors;
b. assess the ongoing liquidity of the Debtors, develop and
operate a cash flow model, and other models, that will inform
operating and strategic decisions on a go forward basis;
c. seek authority over the Debtors' deposit accounts and other
accounts, and authority to direct any transfers therefrom and
manage and approve the day-to-day disbursements and expenses of the
Debtors, subject to approval by the CRO and other risk management
procedures BDO deems appropriate.
Services required of other BDO Personnel are:
a. assist in Bankruptcy proceedings and preparation of any
necessary court filings, including but not limited to Schedules of
Assets and Liabilities, Statements of Financial Affairs, and
Monthly operating reports;
b. prepare and support for motions filed as part of the
Chapter 11 proceeding;
c. provide support to Interim CEO, Interim CFO, CRO, and other
bankruptcy professionals, as approved by CRO;
d. assist the Debtors with information and analyses required
pursuant to the Debtors' Debtor-In-Possession financing including,
but not limited to, preparation for hearings regarding the use of
cash collateral;
e. assist with implementation, execution, and monitoring of
any restructuring plan;
f. perform and provide our-wall analysis of facilities and
evaluation of potential lease rejections;
g. perform and provide advisory assistance in connection with
the development and implementation of key employee retention and
other critical employee benefit programs;
h. assist the Debtors with respect to the identification of
core business assets and the disposition of assets or liquidation
of unprofitable operations;
i. assist with the identification of executory contracts and
leases and performance of cost/benefit evaluations with respect to
the affirmation or rejection of each;
j. provide assistance regarding the valuation of the present
level of operations and identification of areas of potential cost
savings, including overhead and operating expense reductions and
efficiency improvements;
k. assist in the preparation of financial information for
distribution to parties-in-interest and others, including, but not
limited to: cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, projections associated with business plans, and analysis
of proposed transactions and/or Plan of Reorganization, and
Liquidation Analysis for which Court approval is sought;
l. provide ongoing KPI reporting and provide additional
financial analysis support, as required;
m. develop and monitor 13-week cash flow forecast. Monitor
budget v. actual variances;
n. assist with budgeting and forecasting, assess solvency, and
model forward financial position;
o. assist with any discussions with potential investors, banks
and other secured lenders, any official committee(s) appointed in
these chapter 11 cases, the U.S. Trustee, other parties in interest
and professionals hired by the same, as requested;
p. analysis of creditor claims by type, entity and individual
claim;
q. assist in the preparation of information and analysis
necessary for any motions to be filed in the Chapter 11
proceeding;
r. provide assistance with the evaluation and analysis of
avoidance actions, including fraudulent conveyances and
preferential transfers;
s. continue to provide clinical support and related advisory
services, as needed.
BDO's compensation for professional services rendered by Dr. Friend
and Mr. Wallin, and additional personnel previously under the fixed
fee arrangement, shall be $140,000 per month.
BDO's customary hourly rates are:
Partner/Managing Director $625 – $950
Director $495 – $650
Manager/Senior Manager $325 – $525
Associate/Senior Associate $150 – $350
BDO received a $912,000 retainer in connection with preparing for
and conducting the filing of these Chapter 11 Cases.
Michele Michaelis, Managing Director in the firm of BDO USA, LLP,
attests that BDO is a "disinterested person" as defined by Section
101(14) of the Bankruptcy Code.
BDO can be reached through:
Michele Michaelis, CPA
BDO USA, LLP
100 Park Avenue
New York, NY 10017
Phone 212-885-8000
Fax 212-697-1299
Email: mmichaelis@bdo.com
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped POLSINELLI PC as bankruptcy counsel; Hunton
Andrews Kutrh LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
SIMPLY GREEK: Hires CG Accounting as Accountant
-----------------------------------------------
Simply Greek Uptown LLC seeks authority from the U.S. Bankruptcy
Court for the Northern District of Ohio (Cleveland) to hire Brian
R. Greene, EA, CFE, and the accounting firm of CG Accounting, as
the accountant for the Debtor.
Simply Greek requires CG Accounting to:
a. advise the Debtor with respect to financial matters;
b. assist in the preparation of all reports, tax returns and
the like necessary in the case; and
c. perform other accounting services as may be necessary in
connection with this case.
Fees CG Accounting will charge for its services are:
-- $175 per hour for time spent in Court;
-- $175 per hour for time spent by Brian Greene;
-- $75 per hour for time spent by Laura Rogant; and
-- $75 per hour for time spent by Lisa Muni.
Brian R. Greene, EA, CFE, accountant at CG Accounting, attests that
his firm firm does not hold or represent an interest adverse to the
estate with respect to the matters on which they are employed.
The firm can be reached at:
Brian R. Greene, EA, CFE,
CG Accounting, Inc.
7840 Mayfield Road
Chesterland, OH 44026
Tel: (440) 729-8284
Fax: (440) 729-8286
E-mail: brian@cgaccounting.com
About Simply Greek Uptown
Based in Cleveland, Ohio, Simply Greek Uptown LLC is a quick-serve
restaurant serving authentic Greek cuisine. Simply Greek Uptown
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-16614) on Nov. 2,
2018, estimating under $1 million in assets and liabilities. Glenn
E. Forbes, at Forbes Law LLC, represents the Debtor.
SMOKY MOUNTAIN: Seeks Authority to Use Cash Collateral
------------------------------------------------------
Smoky Mountain Barbecue 1429 LLC asks the U.S. Bankruptcy Court for
the Eastern District of Tennessee for permission to use the cash
collateral.
The Debtor seeks to use the revenues and profits from the operation
of its business for the purpose of paying the ongoing expenses of
operating its business, including prepetition and post-petition
payroll and to pay administrative expenses in this case, including
professional fees and expenses, and if directed by the Court to pay
secured creditors.
The Debtor needs to utilize cash collateral on an emergency basis
for the payment of pre-petition payroll in the amount of $6,984.54
which includes 3 days of post-petition payroll.
The Debtor believes Pinnacle Bank has a security interest in the
cash collateral, which serves as security for payment of the
Debtor's indebtedness to Pinnacle Bank in the approximate amount of
$431,500 on one note and $55,000 on a second note.
A copy of the Debtor's Motion is available at
http://bankrupt.com/misc/tneb18-33705-17.pdf
About Smoky Mountain Barbecue 1429
Smoky Mountain Barbecue 1429, LLC, operator of a restaurant known
as Dickey's Barbecue Pit, located at 3784 Parkway, Pigeon Forge, TN
37863, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No.
18-33705) on Dec. 6, 2018. In the petition signed by John P.
Coughlin, member manager, the Debtor is represented by C. Dan
Scott, Esq., at Scott Law Group, PC. At the time of filing, the
Debtor estimated $50,001 to $100,000 in assets and $500,001 to $1
million in liabilities.
SOUTHERN SANDBLASTING: Corrects Texas Comptroller's Claim Amount
-----------------------------------------------------------------
Southern Sandblasting & Coatings, Inc., filed a Third Amended
Disclosure Statement and Plan of Reorganization to correct the
claim of the Texas Comptroller, which amount was incorrectly listed
as $0. The correct amount of the Texas Comtroller's claim is
$82,719.
Class 14. General Unsecured Claims are impaired. Consists of all
unpaid, pre-petition, allowed, unsecured, non-priority claims
against the Debtor. The Debtor will pay to Class 14 all of the
proceeds from Other Assets remaining after payment to Classes 1 and
7-13. The payment to Class 14 will be divided among the claims pro
rata, in proportion to the amount of the claim. Payments to
creditors in Class 14 will be paid within thirty days after all
payments to Classes 1 and 7-13 have been made.
Class 1. Administrative Claims. The estimated amount of claims in
Class 1, including professional fees and U.S. Trustee fees is
approximately $45,000. Payments on the Class 1 claims are to be
made from the funds of the Debtor from collections of receivables
and other cash. The amounts from the sale of the 8458 Property will
be applied to payments on secured claims.
Class 2 consists of the secured claim of the Internal Revenue
Service (the “IRS”) in the amount of $719,756.41, plus
allowable interest. The IRS’s claim was secured by the 8458
Property and is now secured by the Net Property Proceeds.
The following classes contain claims that were secured by the 8458
Property and that are now secured by the Net Property Proceeds:
-- Class 3. Secured claim of the Texas Workforce Commission in
the amount of $13,897.94, plus allowable interest.
-- Class 4. Secured claim of United Rentals (North America),
Inc. in the amount of $55,669.98, plus allowable interest.
-- Class 5. Secured claim of Aramsco, Inc. in the amount of
$12,821.76, plus allowable interest.
-- Class 6. Secured claim of Crenshaw Enterprises, Ltd. in the
amount of $322,811.71, plus allowable interest.
Classes 2-6 are impaired.
Classes 7-13. Priority Claims are impaired with a total amount
priority claim of $687,907.44. The Classes composed of creditors
namely: Mississippi Department of Revenue, Mississippi Department
of Employment Security, Louisiana Department of Revenue, Internal
Revenue Service, State of Alabama Department of Revenue, Alabama
Department of Labor and Texas State Comptroller (sales and use
taxes). The proceeds from the Other Assets, net of liquidation
costs, will be paid first to Class 1, but any remaining amounts
will be paid to Classes 7-13 up to the total amount of $687,907.44.
Payments to Classes 7-13 will be divided among the classes pro
rata, in proportion to the Amount of Priority Claim as described in
the above table. Payments to Classes 7-13 will be paid within
thirty days after the Effective Date.
The funds to pay priority creditors in classes 7-13 will come
solely from the Other Assets and not from the proceeds of the sale
of 8458 Property. The Debtor has already liquidated its principal
asset, the 8458 Property, and the funds are currently in the court
registry. The amounts from the sale of the 8458 Property will be
applied to payments on secured claims.
A full-text copy of the Third Amended Disclosure Statement dated
December 11, 2018, is available at:
http://bankrupt.com/misc/txsb18-1730823-126.pdf
ATTORNEY FOR THE DEBTORS is Reese Baker, Esq., at Baker &
Associates, in Houston, Texas.
About Southern Sandblasting & Coatings
Southern Sandblasting & Coatings, Inc., based in Humble, TX, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30823) on
February 7, 2017. The Hon. Jeff Bohm presides over the case. Reese
W. Baker, Esq., at Baker & Associates, serves as bankruptcy
counsel.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Ernest W. Watson, Jr., president.
SOVRANO LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Six affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sovrano, LLC (Lead Case) 19-40067
P.O. Box 470726
Fort Worth, TX 76147
Mr. Gatti's, LP 19-40069
Gatti's Great Pizza, Inc. 19-40070
Gigi's Cupcakes, LLC 19-40072
Gigi's Operating, LLC 19-40073
Gigi's Operating II, LLC 19-40074
Business Description: Sovrano,LLC is a private equity group
specializing in lower middle-market
investments. The Company invests in the
food services or restaurant industry. In
2015, Sovrano acquired Gatti's Pizza, a
pizza chain founded in 1969. Sovrano, LLC
is based in Fort Worth, Texas.
On the web: http://www.gattispizza.com/
Chapter 11 Petition Date: January 4, 2019
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Edward L. Morris
Debtors' Counsel: Michael McConnell, Esq.
Nancy Ribaudo, Esq.
Katherine T. Hopkins, Esq.
KELLY HART & HALLMAN LLP
201 Main Street, Suite 2500
Fort Worth, TX 76102
Tel: (817) 332-2500
Fax: (817) 878-9774
E-mail: katherine.thomas@kellyhart.com
michael.mcconnell@kellyhart.com
nancy.ribaudo@kellyhart.com
Sovrano's
Estimated Assets: $10 million to $50 million
Sovrano's
Estimated Liabilities: $10 million to $50 million
The petition was signed by Kyle C. Mann, vice chairman.
Lead Debtor Sovrano LLC stated it has no unsecured creditors.
A full-text copy of Sovrano's petition is available at no charge
at:
http://bankrupt.com/misc/txnb19-40067.pdf
SPECTRUM ALLIANCE: Discloses Interests in Undeveloped Land Assets
-----------------------------------------------------------------
Spectrum Alliance, L.P., and its official Committee of Unsecured
Creditors provide this third amended disclosure statement to
disclose their interests in undeveloped land assets and stabilized
portfolio.
The Debtor currently owns limited partnership or membership
interests, as applicable, in the SPEs that own the following
undeveloped parcels of land: (1) two condominium units (out of 3)
on a parcel consisting of approximately 13 acres total in North
Wales, Montgomery County, Pennsylvania, owned by Hawthorne Court
Associates, LP, as a 74.97% tenant-in-common. The Debtor will
cause Hawthorne Court to transfer this property, via a Deed in Lieu
of Foreclosure, to Wohlsen Construction in exchange for a full
release of claims; and (2) an approximately 9.3 acre parcel in
Lehighton, Carbon County, Pennsylvania, owned by Spectrum 209
Partners, LP. The Debtor has caused Spectrum 209 to transfer this
property, via a Deed in lieu of Foreclosure, to Harleysville
National Bank in exchange for a full release of claims.
The Debtor, prior to the Petition Date, assigned its Limited
Partnership Interest in PB Spectrum Partners, LP, to the
International Union of Operating Engineers of Eastern Pennsylvania
and Delaware Pension Fund (IUOE 542), which held a pledge of that
interest on account of $10,000,000 preferred equity investment by
IUOE 542 in PB Spectrum Partners, LP. PB Spectrum and its assets,
including an approximately 2.23-acre vacant parcel of property
located at 1670 Sumneytown Pike, Lansdale, PA, within the
Towamencin Corporate Center, are neither property nor assets of the
Debtor.
Class 1. Unsecured Claims. Class 1 creditors shall consist of all
Unsecured Claims against the Debtor. Allowed Class 1 Claims shall
be paid on a pro rata basis after Payment in Full of the Allowed
Administrative, Priority and Priority Tax Claims and only to the
extent there is sufficient Cash to is a Distribution to Holders of
Allowed Class 1 Claims as determined by and at the sole discretion
of the Plan Administrator.
Class 2. Interest Holders. Class 2 is impaired. Class 2 consists of
the Limited Partnership Interest in the Debtor. All interests shall
be deemed extinguished on the Effective Date of the Plan, and the
Holders of the Interests are deemed to have rejected the Plan and
are not entitled on the Plan.
The Debtor's Plan shall be funded by Cash as of the Effective
Date, which includes the proceeds of the Sale, if any; the proceeds
of the Plan administrator's sale or other disposition of the
Estate's remaining Assets, if any, and from the proceeds, if any,
of the Plan administrator's pursuit and prosecution of the Causes
of Action.
A full-text copy of the Disclosure Statement dated December 11,
2018, is available at:
http://bankrupt.com/misc/paeb18-1714250jkf-391.pdf
Attorneys for the Debtor and Debtor-in-Possession are Albert A.
Ciardi, III, Esq., and Jennifer C. McEntee, Esq., at Ciardi Ciardi
& Astin, in Philadelphia, Pennsylvania.
Attorneys for the Official Committee of Unsecured Creditors are
Rudolph J. DiMassa, Esq., and Lawrence J. Kotler, Esq., at Duane
Morris LLP, in Philadelphia, Pennsylvania.
About Spectrum Alliance LP
Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 17-14250) on June 20, 2017. James R. Wrigley, president,
signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $50 million to $100 million.
Judge Jean K. FitzSimon presides over the case. Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., represents the
Debtor as bankruptcy counsel. The Debtor tapped Migelouche LLC, as
financial advisor.
Andrew Vara, acting U.S. trustee for Region 3 has appointed four
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Spectrum Alliance, LP.
ST TITUS ONE: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------
St Titus Missionary Baptist Church seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to use cash
collateral in the ordinary course of its business as set forth in
the budget.
The Debtor requires the use of cash collateral to fund all
necessary operating expenses of its business. Otherwise, the Debtor
will suffer immediate and irreparable harm if it is not authorized
to use cash collateral to fund the expenses set forth in the
Budget.
The Debtor also requests that it be authorized: (i) to exceed any
line item on the budget by an amount up to 10% of each such line
item; or (ii) to exceed any line item by more than 10% so long as
the total of all amounts in excess of all line items for the budget
do not exceed 10% in the aggregate of the total budget.
The Debtor acknowledges that Illinois Service Federal Savings &
Loan may have a lien on the cash collateral. Illinois Service holds
(i) a first priority mortgage secured by the two properties located
at 741 W 123 Street, Chicago, Illinois and 12300 S Emerald Street,
Chicago, Illinois and (ii) another mortgage secured by property
located at 741 W 123 Street, Chicago, Illinois and (iii) a first
priority mortgage secured by a property located 12257 S Emerald
Avenue, Chicago, Illinois.
The adequate protection that Debtor proposed to provide to Illinois
Service Federal Savings & Loan includes a replacement lien on the
Debtor's receivables and the Debtor's projected positive cash flow.
Additionally, the continued operation of the Debtor's business will
preserve its going concern value, enable the Debtor to capitalize
on that value through a reorganization strategy, and ultimately
facilitate its ability to confirm a Chapter 11 plan.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ilnb18-18671-28.pdf
About St Titus Missionary Baptist Church
St Titus Missionary Baptist Church is an Illinois corporation that
conducts business as a religious not-for-profit and also owns four
real estate properties. The Church's primary business involves
religious services and neighborhood support and leasing several of
the properties for rental income.
St Titus Missionary Baptist Church filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 18-18671) on June 29, 2018, listing
under $1 million in both assets and liabilities. Gilberto R
Rivera, Esq., at Rivera Associates, is the Debtor's counsel.
STALEY EXPEDITE: Hires Jason A. Burgess as General Counsel
----------------------------------------------------------
Staley Expedite, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida (Jacksonville) to hire
Jason A. Burgess to represent the Debtor as general counsel in the
Chapter 11 bankruptcy case.
Professional services that Jason A. Burgess will render are:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management of its
business;
b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and Reporting
Requirements and with the Local Rules of this Court;
c. prepare motions, pleadings, orders, applications,
disclosure statements, plans of reorganization, commence adversary
proceedings, and prepare other such legal documents necessary in
the administration of this case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with their creditors
and in preparation of the disclosure statement and plan of
reorganization.
Jason A. Burgess agreed to a minimum fee of $10,000.00 for
representation in this Chapter 11 bankruptcy case.
Jason A. Burgess, member of The Law Offices of Jason A. Burgess,
LLC, attests that he has no connection with the creditors or other
parties in interest, and does not represent any interest adverse to
the Debtor.
The counsel can be reached at:
Jason A. Burgess
The Law Offices of Jason A. Burgess, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Phone: (904) 372-4791
Fax: (904) 372-4994
About Staley Expedite
Based in Weirsdale, Florida, Staley Expedite, LLC, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-04436) on Dec. 21, 2018,
estimating under $1 million in both assets and liabilities. Jason
A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC, is
serving as the Debtor's counsel.
STANLEY SWAIN'S: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stanley Swain's, Inc.
dba Swain's
aka Swain's Art
aka Swains HQ
aka Toy Fun
aka Swains Graphics
445 W. Colorado St.
Glendale, CA 91203
Business Description: Stanley Swain's, Inc. --
http://www.swainsart.com-- owns a retail
art supply store and was founded by Stanley
Swain in 1949. The Company offers
airbrushes, animation supplies, boards,
bookmaking supplies, brushes, calligraphy
supplies, canvas & painting surfaces,
cutting tools, tables & chairs, easels, gold
leafing supplies, journals and blank books,
lamps & magnifying lamps and more. Swain's
caters to its art supply customers in
Glendale, Burbank Pasadena, and Los Angeles.
The Company previously sought bankruptcy
protection on June 21, 2013 (Bankr. C.D.
Cal. Case No. 13-26241).
Chapter 11 Petition Date: January 4, 2019
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 19-10073
Judge: Hon. Julia W. Brand
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: $615,033
Total Liabilities: $1,529,065
The petition was signed by Karl John Wiest, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/cacb19-10073.pdf
SYNERGY PHARMACEUTICALS: Seeks OK on $155-Mil Loans, Use of Cash
----------------------------------------------------------------
Synergy Pharmaceuticals, Inc., and Synergy Advanced
Pharmaceuticals, Inc., seek authorization from the U.S. Bankruptcy
Court for the Southern District of New York to obtain postpetition
financing in an aggregate principal amount of $155 million and to
use cash collateral in the ordinary course of business.
The Debtors require use of cash collateral and the proceeds of the
New Money DIP Loans to finance, in each case in accordance with the
Budget: (1) working capital and general corporate purposes of the
Debtors; (2) the pursuit of an Acceptable 363 Sale; and (3)
bankruptcy-related costs and expenses, subject to the Carve Out.
Specifically, Synergy Pharmaceuticals (as "Borrower") seeks
approval to obtain, and Synergy Advanced (as "Guarantor") to
guarantee, postpetition financing consisting of a senior secured,
super-priority multiple delayed draw term loan credit facility as
set forth in that certain Binding Term Sheet made by and among the
Borrower, the Guarantor, CRG Servicing LLC, as administrative agent
and collateral agent in an aggregate principal amount of $155
million comprised of (i) approximately $110 million of loans
representing a partial "roll-up" of the Prepetition Secured
Obligations, and (ii) $45 million of "new money" loans.
The DIP Lenders are CRG Partners III L.P., CRG Partners III
(Cayman) Unlev AIV I L.P., CRG Partners III -- Parallel Fund "A"
L.P., CRG Partners III -- Parallel Fund "B" L.P., CRG Partners III
(Cayman) Lev AIV I L.P., CRG Issuer 2017-1, as may be amended prior
to the entry of the Final Order solely to adjust the proportionate
shares of the DIP Lenders, but not to reduce the aggregate
commitments of the DIP Lenders, collectively.
Interest will accrue on the DIP Loans at the rate of Libor + 9.50%
per annum, and will be payable monthly, on the first business day
of each month, in arrears, in accordance with the Budget. There
will be a default rate of 4.00% in excess of the interest rate set
forth in Interest Rates.
The DIP Facility will mature the earliest of (a) April 9, 2019; (b)
the consummation of a sale of all or substantially all of the
Borrower’s assets; (c) acceleration of the DIP Loans pursuant to
the DIP Loan Documents; and (d) such later date as the DIP Lenders
in their sole discretion may agree in writing with the Debtors.
All advances under the DIP Facility and any Cash Collateral will be
used by the DIP Loan Parties solely in accordance with a rolling
13-week budget for the period commencing on the Petition Date
through and including March 31, 2019, which Budget will be approved
by the DIP Administrative Agent in its sole and absolute discretion
and may be modified by the DIP Loan Parties with the written
consent of the DIP Administrative Agent in its sole and absolute
discretion and without further order of the Court.
The Debtors request that the Court approve certain protections of
the Prepetition Secured Parties' interests in the Prepetition
Collateral from any diminution in value resulting from (i) the use,
sale, or lease of the Prepetition Collateral, including the Cash
Collateral, (ii) the priming of their security interests and liens
in the applicable Prepetition Collateral, and (iii) the imposition
of the automatic stay pursuant to section 362 of the Bankruptcy
Code. Such protections include, among other things:
(1) Superpriority Claim Status;
(2) Replacement Liens on all DIP Collateral, junior only to
the liens of the DIP Administrative Agent and the DIP Lenders, but
subject to any Prior Senior Liens;
(3) Commencing on the date upon which the Second Interim
Order is entered in the Bankruptcy Court, payment on a monthly
basis of postpetition interest accruing from such date at the
Default Rate specified in the Prepetition Credit Agreement; and
(4) Reimbursement of all fees, costs and expenses incurred in
connection with defending the validity and enforceability of the
Prepetition Obligations, the Prepetition Liens or the Remaining
Prepetition Secured Claim.
Milestones
Budget
(1) On the Petition Date, the DIP Administrative Agent will
have approved, based on
then current information, the Budget.
(2) On or before Dec. 18, 2018, the DIP Administrative Agent
will have reaffirmed its approval, based on the then current
information, of the Budget, or the DIP Loan Parties will have
adopted a revised budget acceptable to the DIP Administrative Agent
in its sole and absolute discretion.
DIP Facility
(1) Not later than the Petition Date, the Debtors will file
with the Bankruptcy Court a motion seeking approval of the DIP
Facility, the DIP Term Sheet, the DIP Loans, and all fees,
expenses, indemnification, and other obligations contemplated
thereunder.
(2) Not later than 3 days following the Petition Date, the
Bankruptcy Court will have entered the First Interim Order.
(3) Not later than Dec. 18, 2018, finalize DIP Credit
Agreement.
(4) Not later than Dec. 21, 2018, the Bankruptcy Court will
have entered the Second Interim Order.
(5) Not later than Jan. 15, 2019, the Bankruptcy Court will
have entered the Final Order.
Acceptable 363 Sale
(1) Not later than Dec. 12, 2019, the Debtors will file with
the Bankruptcy Court Sale Motion and Bid Procedures Motion, in each
case acceptable to the DIP Administrative Agent in its sole and
absolute discretion.
(2) Not later than Jan. 4, 2019, a Bid Procedures Hearing
will be held in the Bankruptcy Court.
(3) The deadline for bidding will be a date not later than
Feb. 9, 2019.
(4) The date specified for an auction, if necessary, will be
a date not later than Feb. 12, 2019.
(5) Not later than Feb. 15, 2019, a Sale Hearing will be held
in the Bankruptcy Court.
(6) The closing of the Acceptable 363 Sale will occur on or
before April 9, 2019.
Acceptable Plan
(1) Not later than Jan. 4, 2019, the Debtors will file their
Schedules and Statement of Financial Affairs.
(2) The bar date for filing proofs of claim will be a date
not later than Feb. 11, 2019.
(3) Not later than Dec. 21, 2019, the Debtors will file with
the Bankruptcy Court an Acceptable Plan and a disclosure statement
with respect thereto.
(4) Not later than Feb. 18, 2019, the Bankruptcy Court will
enter an order approving a disclosure statement with respect to an
Acceptable Plan.
(5) Not later than March 15, 2019, the Bankruptcy Court will
enter an order confirming an Acceptable Plan.
(6) Not later than April 10, 2019, such Acceptable Plan will
become effective.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/nysb18-14010-15.pdf
About Synergy Pharmaceuticals
Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a
biopharmaceutical company focused on the development and
commercialization of novel gastrointestinal (GI) therapies. The
company has pioneered discovery, research and development efforts
around analogs of uroguanylin, a naturally occurring human GI
peptide, for the treatment of GI diseases and disorders. Synergy's
proprietary GI platform includes one commercial product TRULANCE(R)
(plecanatide) and a second product candidate - dolcanatide.
Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy
Advanced Pharmaceuticals, Inc. filed voluntary Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018.
At Sept. 30, 2018, the Debtors posted total assets of $83,039,825
and total liabilities of $179,282,378.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as
special counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners Holdings LP as investment banker; and Prime
Clerk LLC as notice and claims agent.
The U.S. Trustee for Region 2 on Dec. 20, 2018, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Synergy Pharmaceuticals Inc. and its
affiliates.
TEAM HEALTH: S&P Alters Outlook to Negative & Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revises its outlook on the company to negative
from stable and are affirms its 'B' issuer credit rating.
S&P noted that U.S. physician staffing company Team Health Holdings
Inc. underperformed its expectations over the past few quarters.
This underperformance has caused the company's leverage to increase
to about 11x as of Sept. 30, 2018, which compares with S&P's prior
expectation that its leverage would decline to about 9x by year-end
2018. Therefore, S&P has revised its base-case assumptions and now
expect the company to have leverage of about 10x as of year-end
2018, decreasing to about 9x in 2019.
S&P said, "We expect the health care industry's ongoing efforts to
control costs and treat people in more site-appropriate venues to
pressure emergency department (ED) volumes and revenue. Given the
impact that these factors had on Team Health's recent
underperformance, and the ongoing headwinds facing EDs, we're less
confident in the company's ability to improve its EBITDA margins
and sustain reported free operating cash flow of above $100
million."
The outlook revision follows several quarters of declining patient
volumes, which have led Team Health to report soft same-unit net
revenue increases and weaker-than-expected EBITDA margins. This, in
turn, has increased the company's leverage and weakened S&P's
confidence that it will be able to sustain cash flow of at least
$150 million and reduce its leverage from the current double-digit
levels. Supporting this view is Team Health's lack of meaningful
organic growth as price increases have become increasingly
essential to offset the company's volume declines. In addition, the
company's new contracts net of terminations have decreased
significantly, as the companyhas been terminating low-profitability
contracts, leaving it increasingly reliant on acquisitions for
revenue growth.
The negative outlook on Team Health reflects the heightened risk
that the company will not meet S&P's base-case expectation for
EBITDA margin expansion and free cash flow generation of at least
$150 million annually because it anticipates that ED utilization
trends will continue to pressure ED volumes.
TSC/GREEN ACRES: Hires G&E as New Real Estate Broker
----------------------------------------------------
TSC/Green Acres, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Maryland to employ Cristopher Abramson
and G&E Real Estate, Inc., doing business as Newmark Knight Frank,
as substitute real estate broker for the Debtor.
The Debtor has retained, pursuant to prior order, Dee Dee Miller
and Long & Foster Real Estate, as broker. Under the terms of the
present agreement, representation ends Jan. 15, 2019. The Debtor
does not believe that the prior broker has been effective and
desires to discharge her.
The Debtor desires to retain the services of Cristopher Abramson
and G&E Real Estate in connection with this matter. The realtor
will charge a commission at 6% of the sale price.
Cristopher Abramson, principal of Cristopher Abramson and G&E Real
Estate, disclosed that he is not a "disinterested person" as that
term is defined at 11 U.S.C. Sec. 101(14) in that he has performed
services for a creditor, equity holder or insider of the Debtor,
specifically USFC.
Newmark Knight can be reached at:
Cristopher Abramson
G&E REAL ESTATE, INC.
D/B/A NEWMARK KNIGHT FRANK
One East Pratt Street, Suite 805
Baltimore, MD 21202
Tel: (410) 625-4200
About TSC/Green Acres and
TSC/Nester's Landing
Based in Columbia, Maryland, TSC/Green Acres Road owns in fee
simple interest subdivided lots located at 7345 Green Acres Drive,
Glen Burnie, MD valued by the company at $2.08 million. Its
affiliate TSC/Nester's Landing is also the fee simple owner of a
property located at 1915 Turkey Point Road, Baltimore County
(consisting of subdivided lots) valued at $1.89 million.
TSC/Green Acres Road, LLC and its affiliate TSC/Nester's Landing,
LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Md.
Case Nos. 17-25912 and 17-25913, respectively) on Nov. 28, 2017.
Gerard McDonough, trustee for AN&J Family Trust, signed the
petitions.
TSC/Green Acres Road disclosed total assets of $2.57 million and
total liabilities of $2.60 million as of the bankruptcy filing.
TSC/Nester's Landing disclosed total assets of $1.89 million and
total liabilities of $1.69 million.
The Hon. David E. Rice presides over TSC/Green Acres' case, while
the Hon. Robert A. Gordon is assigned to TSC/Nester's Landing's
case.
David W. Cohen, Esq., at the Law Office of David W. Cohen, serves
as counsel to the Debtors.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 cases.
TURN-KEY SPECIALISTS: Jan. 30 Disclosure Statement Hearing
----------------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas conditionally approved the disclosure statement
explaining Turn-Key Specialists, Inc.'s plan of reorganization.
January 23, 2019, at 5:00 P.M., is the deadline for filing and
serving written objections to the confirmation of the Plan.
Further, January 30, 2019, at 2:00 P.M., is the schedule to
consider final approval of the disclosure statement and
confirmation of the Plan.
About Turn-Key Specialists
Turn-Key Specialists, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-33170) on June 7,
2018. At the time of the filing, the Debtor estimated assets of
$1,000,001 to $10 million and liabilities of $1,000,001 to $10
million.
Judge Jeff Bohm presides over the case. The Debtor hired Larry
Vick, Esq., as its legal counsel.
The U.S. Trustee appointed creditors D&R Pipe Fab Plus, Inc., ABB,
Inc., and Diamond G. Inspection, Inc., to serve on an official
committee of unsecured creditors on Oct. 31, 2018. Keith R.
Knauerhase, representative of ABB, Inc., has been appointed as
chairperson of the committee. Schlanger, Silver, Barg & Paine,
LLP, is the committee's legal counsel.
TWIFORD ENTERPRISES: Plan Outline OK'd; Feb. 12 Plan Hearing Set
----------------------------------------------------------------
Bankruptcy Judge Cathleen D. Parker issued an order approving
Twiford Enterprises, Inc.'s revised disclosure statement dated Dec.
13, 2018.
Jan. 25, 2019 is the last day for filing written acceptances or
rejections of the Plan, for filing objections to confirmation of
the Plan, and for submitting ballots to counsel for the debtor.
Feb. 12, 2019 at 9:00 a.m. in the U.S. Bankruptcy Courtroom, 2120
Capitol Avenue, 8th Floor, Cheyenne, Wyoming, is the date of
hearing on confirmation of the Amended Chapter 11 Plan of
Reorganization.
About Twiford Enterprises
Twiford Enterprises, Inc. is a privately held company in Glendo,
Wyoming in the crop farming industry. The Company owns in fee
simple 2870 acres of land and buildings located at 642 Horseshoe
Creek Road Glendo, Wyoming having an appraised value of $4.65
million. Its gross revenue amounted to $2.23 million in 2017 and
$2.38 million in 2016.
Twiford Enterprises, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Wyo. Case No. 18-20120) on March 9, 2018. In its
petition signed by its secretary, Jack Twiford, the Debtor
disclosed total assets of approximately $7.68 million and $6.49
million in total debts.
The Hon. Cathleen D. Parker is the case judge. The Debtor hired
Stephen R. Winship, Esq., at Winship & Winship, P.C., as counsel.
USA GYMNASTICS: Hires Jenner & Block LLP as Counsel
---------------------------------------------------
USA Gymnastics seeks authority from the U.S. Bankruptcy Court for
the Southern District of Indiana to employ Jenner & Block LLP as
the Debtor's counsel.
Legal services Jenner & Block will provide are:
a. represent and assist the Debtor in complying with the
duties and obligations imposed by the Bankruptcy Code, the orders
of this Court, and applicable law;
b. represent the Debtor in the preparation of motions,
applications, notices, orders and other necessary documents;
c. represent the Debtor at hearings and other proceedings
before this Court (and, to the extent necessary, any other court);
d. analyze and advise the Debtor regarding any legal issues
that arise in connection with the chapter 11 case; and
e. perform all other necessary legal services required by the
Debtor in connection with its chapter 11 case.
Jenner & Block's hourly rates are:
2018 2019
---- ----
Catherine Steege Partner $990.00 $1035.00
Dean Panos Partner $945.00 $990.00
Melissa Root Partner $801.00 $841.50
William Williams Associate $418.50 $495.00
Adam Swingle Associate $418.50 $427.50
2018 2019
---- ----
Partners $635 to $1,300 $840 to $1,350
Counsel $625 to $1,250 $675 to $1,250
Associates $465 to $845 $475 to $865
Staff Attorneys $400 to $500 $425 to $750
Discovery Attorneys $220 to $275 $250 to $275
Paraprofessionals $210 to $370 $225 to $395
Catherine L. Steege, partner of Jenner & Block LLP, attests that
Jenner & Block is disinterested within the meaning of Bankruptcy
Code section 101(14), and does not hold or represent any interest
adverse to the Debtor or its estate with respect to the matters on
which it is to be employed.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Ms.
Steege disclosed that:
-- other than the 10% discount, Jenner & Block did not agree to
any variations from, or alternatives to, its standard or customary
billing arrangements for this engagement;
-- none of the professionals included in this engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Jenner & Block billed the Debtor for services rendered prior
to the Petition Date in accordance with its 2018 rate structure,
including the 10% discount. Jenner & Block's billing rates and
material financial terms have not changed postpetition; Jenner &
Block's rates will increase in 2019;
-- Jenner & Block and the Debtor will discuss a staffing plan
and budget for this matter in connection with Jenner & Block’s
initial fee application in this case.
The counsel can be reached through:
Catherine L. Steege
Jenner & Block LLP
353 N. Clark St.
Chicago, IL 60654
Tel: (312)222-9350
Email: csteege@jenner.com
About USA Gymnastics
USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit
organization incorporated in Texas. Based in Indianapolis,
Indiana, USAG's organization encompasses six disciplines: women's
gymnastics, men's gymnastics, trampoline and tumbling, rhythmic
gymnastics, acrobatic gymnastics, and group gymnastics. USAG
provides educational opportunities for coaches and judges, as well
as gymnastics club owners and administrators, and sanctions
approximately 4,000 competitions and events throughout the United
States annually. More than 200,000 athletes, professionals, and
clubs are members of USAG. USAG sets the rules and policies that
govern the sport of gymnastics in the United States, including
selecting and training the United States gymnastics teams for the
Olympics and World Championships. As of the Petition Date, USAG
employs 53 individuals, nearly all of whom work for USAG
full-time.
USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100
million in assets and the same range of liabilities as of the
bankruptcy filing.
The Hon. Robyn L. Moberly is the case judge.
USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING,
LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services
providers; and OMNI Management Group, Inc., as claims agent.
USA GYMNASTICS: Hires Miller Johnson PLC as Special Counsel
-----------------------------------------------------------
USA Gymnastics seeks authority from the U.S. Bankruptcy Court for
the Southern District of Indiana to employ Miller Johnson P.L.C. as
special counsel to render professional services in connection with
the Prepetition Litigation and the other legal matters.
As a result of the misconduct of Larry Nassar, a former volunteer
physician to USAG, the Debtor has been named as a defendant in over
100 lawsuits brought by survivors of Nassar's abuse. Miller Johnson
served as counsel to USAG in the Prepetition Litigation.
Services Miller Johnson will render are:
a. analyze and advise the Debtor regarding legal issues that
arise in connection with the Prepetition Litigation;
b. provide the Debtor with general legal advice and counsel
regarding the Debtor's operations generally, including in
connection with investigations that seek information from the
Debtor;
c. represent the Debtor in the preparation of motions,
applications, notices, orders and other necessary documents, in
coordination with the other employed professionals;
d. represent the Debtor at hearings and other proceedings
before this Court (and, to the extent necessary, any other court),
in coordination with the other employed professionals;
e. perform all other necessary legal services required or
requested by the Debtor in connection with the Prepetition
Litigation and its work as acting outside general counsel.
Miller Johnson's customary hourly rates are:
2018 2019
Members $275-$520 $300-$535
Associates $195-$290 $195-$290
Paraprofessionals $125-$195 $135-$195
Christopher J. Schneider, member of Miller Johnson P.L.C., attests
that the members and associates of Miller Johnson do not hold or
represent any interest adverse to the Debtor or its estate with
respect to the matters on which Miller Johnson is to be employed.
The firm can be reached at:
Christopher J. Schneider
Miller Johnson P.L.C.
45 Ottawa Ave, SW Suite 1100
Grand Rapids, MI 49503
Tel: 616-831-1738
Fax: 616-988-1738
E-mail: schneiderc@millerjohnson.com
About USA Gymnastics
USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit
organization incorporated in Texas. Based in Indianapolis,
Indiana, USAG's organization encompasses six disciplines: women's
gymnastics, men's gymnastics, trampoline and tumbling, rhythmic
gymnastics, acrobatic gymnastics, and group gymnastics. USAG
provides educational opportunities for coaches and judges, as well
as gymnastics club owners and administrators, and sanctions
approximately 4,000 competitions and events throughout the United
States annually. More than 200,000 athletes, professionals, and
clubs are members of USAG. USAG sets the rules and policies that
govern the sport of gymnastics in the United States, including
selecting and training the United States gymnastics teams for the
Olympics and World Championships. As of the Petition Date, USAG
employs 53 individuals, nearly all of whom work for USAG
full-time.
USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100
million in assets and the same range of liabilities as of the
bankruptcy filing.
The Hon. Robyn L. Moberly is the case judge.
USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING,
LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services
providers; and OMNI Management Group, Inc., as claims agent.
USA GYMNASTICS: Hires Plews Shadley Racher as Special Counsel
-------------------------------------------------------------
USA Gymnastics seeks authority from the U.S. Bankruptcy Court for
the Southern District of Indiana to employ Plews Shadley Racher &
Braun LLP as special legal counsel in connection with certain
Insurance Coverage Matters.
Services Plews Shadley will provide are:
a. analyze and advise the Debtor regarding legal issues that
arise in connection with the Insurance Coverage Matters, such as
determining the extent to which the Debtor's insurance policies
cover claims filed in this chapter 11 case;
b. represent the Debtor in the preparation of motions,
applications, notices, orders and other necessary documents, in
coordination with the other employed professionals;
c. represent the Debtor at hearings and other proceedings
before this Court (and, to the extent necessary, any other court),
in coordination with the other employed professionals;
d. perform all other necessary legal services required by the
Debtor in connection with the Insurance Coverage Matters.
PSR&B's hourly rates are:
2018 2019
George M Plews Partner $540 $560
Gregory M Gotwald Partner $250 $255
Josh S. Tatum Associate $190 $195
Kyle D. Steinbrueck Associate $165 $170
Steven A. Baldwin Associate $150 $155
Chris E. Kozak Associate $150 $155
Elizabeth E King Case Manager $145 $150
Krista M. Cox Paralegal $140 $150
George M. Plews, partner in Plews Shadley Racher & Braun LLP,
attests that Plews Shadley does not hold or represent
any interest adverse to the Debtor or its estate with respect to
the matters on which it is to be employed.
The counsel can be reached at:
George M. Plews, Esq.
PLEWS SHADLEY RACHER & BRAUN LLP
1346 North Delaware Street
Indianapolis, IN 46202
Phone: 317-637-0700
Fax: 317-637-0710
About USA Gymnastics
USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit
organization incorporated in Texas. Based in Indianapolis,
Indiana, USAG's organization encompasses six disciplines: women's
gymnastics, men's gymnastics, trampoline and tumbling, rhythmic
gymnastics, acrobatic gymnastics, and group gymnastics. USAG
provides educational opportunities for coaches and judges, as well
as gymnastics club owners and administrators, and sanctions
approximately 4,000 competitions and events throughout the United
States annually. More than 200,000 athletes, professionals, and
clubs are members of USAG. USAG sets the rules and policies that
govern the sport of gymnastics in the United States, including
selecting and training the United States gymnastics teams for the
Olympics and World Championships. As of the Petition Date, USAG
employs 53 individuals, nearly all of whom work for USAG
full-time.
USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100
million in assets and the same range of liabilities as of the
bankruptcy filing.
The Hon. Robyn L. Moberly is the case judge.
USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING,
LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services
providers; and OMNI Management Group, Inc., as claims agent.
USA GYMNASTICS: Hires White & Amundson as Ordinary Course Counsel
-----------------------------------------------------------------
USA Gymnastics seeks authority from the U.S. Bankruptcy Court for
the Southern District of Indiana to employ White & Amundson, P.C.,
as the Debtor's ordinary course counsel.
USA Gymnastics requires White & Amundson to:
(a) investigate the facts and law related to Client's dispute
and providing periodic analyses and status reports to Client;
(b) meet and confer with Client, or their representatives
regarding the protection of Client's interests. Included are
interoffice conferences among lawyers employed by Law Firm;
(c) prepare pleadings to be submitted to the court, opposing
counsel, or to others;
(d) prepare and respond to discovery, such as document
productions, written interrogatories and preparing for and
attending depositions;
(e) prepare notes, memoranda, document chronologies,
deposition summaries, legal research, trial preparation materials,
and similar work product, including Bates stamping, organizing and
indexing documents;
(f) settle discussions and attend mediations, arbitrations or
court hearings;
(g) respond to any petitions, complaints, counter-petitions,
cross complaints, motions, or discovery served on behalf of
Client;
(h) explore and evaluate the possibility of compromise,
settlement, negotiation, and preparing a settlement agreement;
(i) represent Client in connection with any other method of
dispute resolution to which the parties may agree, such as
mediation or arbitration;
(j) prepare and attend trials.
The firm's hourly rates are:
2018 Rate 2019 Rate
Daniel M. White Partner $350 $350
Steven G. Amundson Partner $350 $350
Rebecca D. Lack Senior Counsel $350 $350
Coleen Lowe Senior Counsel $350 $350
Sharyn Noll Senior Paralegal $165 $165
Emily Kyte Paralegal $165 $165
Daniel White, partner at White & Amundson, P.C., attests that
neither he nor any partner or associate of White &
Amundson owns or represents any interests materially adverse to the
Debtor.
The firm can be reached through:
Daniel White
White & Amundson, P.C.
402 West Broadway, Suite 1140
San Diego, CA 92101
Tel: 619-239-0300
Toll Free: 866-610-3040
Fax: 619-239-0344
Email: dwhite@whiteamundson.com
About USA Gymnastics
USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit
organization incorporated in Texas. Based in Indianapolis,
Indiana, USAG's organization encompasses six disciplines: women's
gymnastics, men's gymnastics, trampoline and tumbling, rhythmic
gymnastics, acrobatic gymnastics, and group gymnastics. USAG
provides educational opportunities for coaches and judges, as well
as gymnastics club owners and administrators, and sanctions
approximately 4,000 competitions and events throughout the United
States annually. More than 200,000 athletes, professionals, and
clubs are members of USAG. USAG sets the rules and policies that
govern the sport of gymnastics in the United States, including
selecting and training the United States gymnastics teams for the
Olympics and World Championships. As of the Petition Date, USAG
employs 53 individuals, nearly all of whom work for USAG
full-time.
USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100
million in assets and the same range of liabilities as of the
bankruptcy filing.
The Hon. Robyn L. Moberly is the case judge.
USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING,
LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services
providers; and OMNI Management Group, Inc., as claims agent.
VANGUARD NATURAL: JPMorgan Chase Has 6.3% Stake as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, JPMorgan Chase & Co disclosed that as of Dec. 31, 2018,
it beneficially owns 1,273,846 shares of common stock of Vanguard
Natural Resources, Inc., constituting 6.3 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available at no charge at: https://is.gd/HCiZhK
About Vanguard Natural
Vanguard Natural Resources, Inc. -- http://www.vnrenergy.com/-- is
an independent exploration and production company focused on the
production and development of oil and natural gas properties in the
United States. Vanguard's assets consist primarily of producing
and non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Piceance Basin in Colorado, the Permian
Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma,
the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn
Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and
North Texas, the Wind River Basin in Wyoming and the Powder River
Basin in Wyoming. More information on Vanguard can be found at
www.vnrenergy.com.
"At September 30, 2018, we were in compliance with all of our debt
covenants. Given, in part, the current environment for commodity
prices and basis differentials, we updated our internal projections
to take such updates into account, and, as a result of these
updated projections, we now expect that we may not be in compliance
with our ratio of consolidated first lien debt to EBITDA covenant
as defined within the Second Amendment to the Successor Credit
Facility in certain future periods, beginning with the December
2018 reporting period. In light of these updates, we have taken a
number of steps to mitigate a potential default, including (i)
discussions with certain banks in our Successor Credit Facility to
amend our ratio of consolidated first lien debt to EBITDA covenant,
(ii) continue to pursue efforts to divest certain oil and natural
gas properties to use proceeds to reduce first lien leverage and
(iii) investigating refinancing alternatives. To the extent we
breach the consolidated first lien debt to EBITDA covenant as
defined within the Second Amendment to the Successor Credit
Facility, we would be in default and the lenders would be able to
accelerate the maturity of that indebtedness (which could result in
an acceleration of our Senior Notes due 2024) and exercise other
rights and remedies, all of which could adversely affect our
operations and our ability to satisfy our obligations as they come
due. These conditions raise substantial doubt about our ability to
continue as a going concern within one year after the date that
these financial statements are issued. While no assurances can be
made that we will be able to consummate such mitigation plans, we
believe the combination of the long-term global outlook for
commodity prices and our mitigation efforts will be viewed
positively by our lenders," the Company stated in its Quarterly
Report for the period ended Sept. 30, 2018.
On Dec. 6, 2018, Vanguard Natural entered into the Third Amendment
to the Fourth Amended and Restated Credit Agreement, dated as of
Aug. 1, 2017, among the Company, Vanguard Natural Gas, LLC,
Citibank N.A., as Administrative Agent and the lenders. The Third
Amendment makes certain modifications to the Credit Agreement to
allow the Company additional flexibility to pursue and consummate
sales of certain of its oil and natural gas properties.
As of Sept. 30, 2018, Vanguard Natural had $1.50 billion in total
assets, $1.23 billion in total liabilities, and $274.3 million in
total stockholders' equity attributable to common stockholders.
VIP RESORT: Discloses Settlement Conference with Jason Rivera
-------------------------------------------------------------
VIP Resort LLC filed a first amended disclosure statement and plan
of reorganization to provide additional information regarding the
settlement conference with Jason Rivera.
Class 3 - General Secured Claim are impaired and will be paid in
full within 90 days of the effective date.
Class 1 - Secured Claim of Philip T. Rivera are impaired and will
be paid in full over five (5) years from the effective date, in
equal monthly principal payments of $7,667.00 or such other monthly
amounts as will pay the current principal balance in full.
In order to finance the Debtor's operations during the Chapter 11
Case, the Debtor also filed a motion to obtain first lien
debtor-in-possession financing in the amount of $705,000. The
Debtor anticipated that the funds provided by the proposed loan
would fund the refinance of the Property, pay all maintenance,
repairs and upkeep of the Property, pay the ongoing Chapter 11
administrative expenses of this case, pay post-petition real
property taxes, and all similar related expenses.
On November 26, 2018, the Debtor and Jason Rivera participated in a
settlement conference. While the parties were not able to settle
their dispute in the time allotted for the settlement conference,
the conference was productive. The parties are continuing
settlement discussions as of the date of this writing. The Debtor
aims to strike a global settlement agreement which would resolve
any and all claims of: (i) the Debtor; (ii) Jason Rivera; and (iii)
Phillip Rivera. In furtherance of this goal, the Debtor is actively
conducting written discovery. On October 15, 2018, the Debtor
served a subpoena upon Jason Rivera requesting the production of
several categories of pertinent documents. Thus far, however,
Rivera has only produced a limited number of documents in response
to the subpoena and the parties continue to press forward with
discovery.
A full-text copy of the Disclosure Statement dated December 11,
2018, is available at:
http://bankrupt.com/misc/nvb18-1716841btb-165.pdf
Attorneys for the Debtor:
Samuel A. Schwartz, Esq.
Connor H. Shea, Esq.
Brownstein Hyatt Farber Schreck
100 North City Parkway, Suite 1600
Las Vegas, NV 89106
Telephone: (702) 382-2101
Facsimile: (702) 382-8135
About VIP Resort
VIP Resort LLC, formerly A-VIP Pet Resort --
http://www.a-vippetresort.com/-- is a privately owned provider of
dog & cat boarding services. It is located in the heart of Las
Vegas, just minutes from both McCarran International Airport and
the famous Las Vegas Strip.
VIP Resort sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-16841) on Dec. 27, 2017. In the
petition signed by Kurt Williams, its managing member, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Laurel E. Davis presides over the case.
Schwartz Flansburg PLLC is the Debtor's legal counsel. J&L
Unlimited, LLC, is the Debtor's bookkeeper.
WASEEM INC: Seeks Authorization to Use Cash Collateral
------------------------------------------------------
Waseem, Inc. seeks authorization from the U.S. Bankruptcy Court for
the Southern District of California to use cash collateral in
accordance with the stipulation reached with Wells Fargo, N.A.
Wells Fargo is owed approximately $920,000, secured by a first
priority blanket lien on all of Debtor's assets.
The Debtor relates that it became a hold over tenant when Debtor's
landlord brought an unlawful detainer action in superior court on
the basis the Debtor's lease expired on Aug. 1, 2018.
The Debtor's goal in this bankruptcy is to consummate a sale as a
going concern. The Debtor has a liquidation value of approximately
$50,000, but the debtor has received pre-petition sale offers in
excess of $1,000,000. Thus, preserving the going concern value of
the Debtor is in the best interest of all its creditors and the
stipulation allows the Debtor to do that.
Prior to filing for bankruptcy protection, the Debtor received
offers for sale of over $1,000,000. However, each offer was
contingent upon the landlord's recognition of the buyer's
assumption of the lease. The landlord refused to consent to any
assumption thus no sale could be consummated.
Accordingly, in order to, among other things, (a) preserve the
status quo, (b) provide Wells Fargo with adequate protection of its
security interests, and (c) to enable the Debtor to sustain its
business operations, the Debtor and Wells Fargo have entered into a
Stipulation.
As set forth in the Stipulation:
(A) The Parties agree that Wells Fargo has a valid
continuing, enforceable, unavoidable, first priority, duly
perfected lien and security interest in and to the Sabre Springs
Property, Jackson Hill Property, Collateral and Cash Collateral
existing as of the Petition Date.
(B) The Debtor will only use its cash collateral in
accordance with the Stipulation and Initial Cash Collateral Budget
with a permitted variance of up to 10% per line item on a rolling
aggregate basis, with any unused amounts to be carried over to the
following week and beyond.
(C) The Debtor agrees to grant Wells Fargo a replacement lien
in all property of the Debtor's estate and proceeds thereof,
tangible and intangible, to the same extent and priority as any
lien held by Wells Fargo as of the Petition Date, limited to the
amount of the interest that Wells Fargo had in the cash collateral
as of the Petition Date.
(D) Wells Fargo consents to Debtor's use of cash collateral
in existence as of the Petition Date or subsequently collected in
the ordinary course of Debtor's business from the Petition Date for
the following purposes and subject to the following restrictions:
(a) To make regularly scheduled payments to Wells Fargo
under the SBA Loan, pursuant to the terms of the Forbearance
Agreement, commencing with the payment due Dec. 15, 2018;
(b) To make payment for post-petition operating expenses
of the Debtor incurred in the ordinary course of business, but not
including any salaries to any insiders, without Court approval;
(c) The Debtor will not pay any professional fees due in
this case if the Debtor is in default on any adequate protection
payment owing to Wells Fargo, unless otherwise agreed to in writing
by Wells Fargo;
(d) With the exception of the Debtor's prepetition payroll
obligations for Dec. 3 to Dec. 4, 2018, the Debtor will not pay any
unsecured creditors, unless otherwise agreed to in writing by Wells
Fargo;
(E) Wells Fargo reserves the right to impose a budget upon
the Debtor in the event that Wells Fargo does not receive timely
monthly payments due under the loan or in its sole discretion
believes such a budget is necessary to protect its interests.
(F) The Debtor will propose and file a Chapter 11 Plan on or
before April 1, 2019. The Stipulation will automatically terminate
on March 31, 2019, subject to further written extension by the
Parties. However, the Stipulation may terminate prior to March 31,
2019, immediately and automatically upon the occurrence of the
following:
(a) The appointment of a Chapter 11 Trustee for the
Debtor;
(b) The dismissal or conversion of the Debtor's Chapter 11
case to a Chapter 7 case;
(c) The passage of two business days after Wells Fargo has
provided the Debtor with written notice of the Debtor's default in
the performance or the observance of any term, covenant or
agreement of the Loan Documents or contained in the Stipulation;
(d) The entry of an order granting relief from the
automatic stay with respect to the Sabre Springs Property, Jackson
Hill Property or Collateral;
(e) A Plan of Reorganization is confirmed; or
(f) The written agreement of Wells Fargo and the Debtor to
terminate the Stipulation.
(G) In the event that Wells Fargo is not adequately
protected, for any deficiency, Wells Fargo will have an allowed
administrative claim pursuant to 11 U.S.C. Section 507(b)
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/casb18-07232-18.pdf
About Waseem, Inc.
Waseem, Inc., doing business as Sabre Spring Hand Car Wash and
Detaling, is a privately held company in San Diego, California that
operates in the car washing industry.
Waseem filed a Chapter 11 petition (Bankr. S.D. Cal. Case No.
18-07232) on Dec. 5, 2018. In the petition signed by Waad Sako,
president, the Debtor estimated $0 to $50,000 in assets and $1
million to $10 million in liabilities. The case is assigned to
Judge Margaret M. Mann. The Debtor is represented by William J.
Wall, Esq. of Wall Law Office.
WEATHERFORD INTERNATIONAL: Commences Exchange Offer for $600M Notes
-------------------------------------------------------------------
Weatherford International, LLC, is offering to exchange up to $600
million aggregate principal amount of its new 9.875% Senior Notes
due 2025, which have been registered under the Securities Act of
1933, as amended for any and all of its outstanding unregistered
9.875% Senior Notes due 2025. The Company issued $600 million of
the old notes on Feb. 28, 2018 in a transaction not requiring
registration under the Securities Act. The Company is offering the
new notes in exchange for old notes in order to satisfy its
registration obligations agreed to in connection with such
transaction.
The terms of the new notes are substantially identical to the terms
of the old notes, except that the transfer restrictions,
registration rights and provisions for additional interest relating
to the old notes do not apply to the new notes. The new notes
offered, together with any old notes that remain outstanding after
the completion of the exchange offer, will be treated as a single
class for all purposes under the indenture, including, without
limitation, waivers, amendments, redemptions and offers to
purchase. The new notes will have a CUSIP number different from
that of any old notes that remain outstanding after the completion
of the exchange offer.
The Company will bear all expenses related to the exchange offer.
The Company will not receive any proceeds from the issuance of the
new notes. The Company is making the exchange offer solely to
satisfy its obligations under the registration rights agreement.
A full-text copy of the Form S-4 is available at no charge at:
https://is.gd/lLDiAw
About Weatherford
Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry. The Company operates in
over 90 countries and has a network of approximately 710 locations,
including manufacturing, service, research and development and
training facilities and employs approximately 28,450 people.
Weatherford reported a net loss attributable to the Company of
$2.81 billion in 2017, a net loss attributable to the Company of
$3.39 billion in 2016, and a net loss attributable to the Company
of $1.98 billion in 2015. As of Sept. 30, 2018, Weatherford had
$8.83 billion in total assets, $10.34 billion in total liabilities
and a total shareholders' deficiency of $1.50 billion.
WEATHERFORD INTERNATIONAL: Receives Noncompliance Notice from NYSE
------------------------------------------------------------------
Weatherford International plc has received written notice from the
New York Stock Exchange that the Company is not in compliance with
the NYSE continued listing standard with respect to the minimum
average share price required by the NYSE because the average
closing price of its ordinary shares had fallen below $1.00 per
share over a period of 30 consecutive trading days.
In accordance with applicable NYSE procedures, the Company plans to
timely notify the NYSE that it intends to cure the $1.00 per share
deficiency and has six months following the receipt of the
noncompliance notice to cure the deficiency and regain compliance
with the NYSE continued listing requirement. The notice has no
immediate impact on the listing of the Company's ordinary shares,
which will continue to trade on the NYSE.
The Company intends to regain compliance by completing its
previously announced company-wide transformation plan designed to
improve its 2017 EBITDA run-rate by an incremental $1 billion by
year-end 2019. The Company may also explore other available
options, including a reverse stock split, if appropriate.
About Weatherford
Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry. The Company operates in
over 90 countries and has a network of approximately 710 locations,
including manufacturing, service, research and development and
training facilities and employs approximately 28,450 people.
Weatherford reported a net loss attributable to the Company of
$2.81 billion in 2017, a net loss attributable to the Company of
$3.39 billion in 2016, and a net loss attributable to the Company
of $1.98 billion in 2015. As of Sept. 30, 2018, Weatherford had
$8.83 billion in total assets, $10.34 billion in total liabilities
and a total shareholders' deficiency of $1.50 billion.
WHITE EAGLE: Hires Kasowitz Benson Torres as Litigation Counsel
---------------------------------------------------------------
White Eagle Asset Portfolio, LP, and its debtor-affiliates seek
authority from the US Bankruptcy Court for the District of Delaware
to hire Kasowitz Benson Torres LLP as special litigation counsel.
Kasowitz Benson Torres was initially employed and retained by the
Debtors and its parent, ECI, on Oct. 18, 2018, in connection with a
dispute with LNV Corporation as lender under that certain Second
Amended and Restated Loan and Security Agreement, dated January 31,
2018. The Debtors believe that LNV abused the discretion that it
was granted under the terms of the Prepetition Loan AGreement to
starve WEAP and its parent of the cash flows to which the are
rightfully entitled and which are necessary to administer WEAP's
insurance portfolio; and improperly excercise its discretion by
undervaluing the insurance portfolio.
The Debtors and ECI as co-plaintiff engaged the counsel to
prosecute a lawsuit against LNV and its co-conspirators for
breaches of contract, breaches of fiduciary duty, and other
claims.
Kasowitz's standard hourly rates are:
Partners $650 to $1,800
Special Counsel $550 to $1,400
Associates $350 to $675
Staff Attorneys $345 to $500
Paralegals $230 to $355
Sheron Korpus, member of the firm Kasowitz Benson Torres, assures
the Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheron Korpus, Esq.
Kasowitz, Benson, Torres & Friedman LLP
1633 Broadway
New York, NY 10019
Tel: 212-506-1726
Fax: 212-506-1800
E-mail: skorpus@kasowitz.com
About White Eagle Asset Portfolio
Privately held White Eagle Asset Portfolio, a provider of financial
services, filed a petition for relief under chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case no. 18-12808) on Dec. 13,
2018. In the petition was signed by Miriam Martinez, CFO, the
Debtor estimated $500 million to $1 billion in assets and $100
million to $500 million in liabilities. Colin R. Robinson, at
PACHULSKI STANG ZIEHL & JONES LLP, is the Debtors' counsel.
WHITE EAGLE: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------
White Eagle Asset Portfolio, LP ("WEAP") and its affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to use cash collateral in an amount consistent with the
expenditures described in the budget.
The Debtors intend to use cash collateral to, among other things,
(a) satisfy postpetition operating expenses of the Debtors,
including the payment of ongoing policy premiums, (b) pay certain
prepetition obligations of the Debtors, and (c) pay reorganization
expenses in accordance with the Budget. Disbursements by the
Debtors on an aggregate basis during the Interim Budget Period may
not exceed 15% from the amounts specified in the Budget, other than
disbursements to the Debtors' professionals which variance is
capped at 5%.
The Debtors seek to use cash collateral in which LNV Corporation,
as Lender and CMLG Corp., as administrative agent have or assert an
interest. WEAP, as borrower and the Prepetition Secured Parties
are party to that certain Second Amended and Restated Loan and
Security Agreement. Under the Prepetition Loan Agreement, the
total aggregate lending commitment of LNV was $370 million. As of
Dec. 13, 2018, approximately $367.9 million in principal
obligations is due and owing to LNV. The Prepetition Loan
Agreement also provides LNV with a Participation Interest equal to
45% of the revenue generated by WEAP's life settlement portfolio.
The obligations under the Prepetition Loan Agreement are secured by
purported liens in favor of the Prepetition Agent on substantially
all of the assets of WEP, including interests in life insurance
policies and the proceeds therefrom. The Prepetition Agent also
has purported control of WEAP's funds and collections from
insurance policies through a custodial arrangement with Wilmington
Trust, N.A.
The Debtors propose to provide adequate protection to the
Prepetition Secured Parties as follows, subject in all respects to
payment of the Carve-Out:
(a) A continuing security interest in and lien on all
collateral of the Debtors of the same type and nature that exists
as of the Petition Date with the same validity and priority as
exists as of the Petition Date, including the income and proceeds
thereof.
(b) An additional and replacement security interest in and
lien on all property and assets of the Debtors' estates, solely to
the extent of any diminution in value. However, such security
interest and lien will be junior only to any existing, valid,
senior, enforceable and unavoidable prior perfected security
interests and liens. Such security interest and lien will not
attach to any commercial tort claims or any claims, defenses,
causes of action or rights of the Debtors arising under Chapter 5
of the Bankruptcy Code or applicable state fraudulent transfer
law.
(c) An allowed administrative claim in the Chapter 11 cases,
to the extent provided by sections 503(b) and 507(b) of the
Bankruptcy Code.
(d) The Debtors will provide the Prepetition Secured Parties
with copies of all reports, information and other materials that
are required to be provided under the Prepetition Loan Agreement
and the Debtors will endeavor to obtain updated life expectancy
reports from certain underwriters.
(e) The interim Budget provides for payment of $1,200,000 on
account of interest payments to the Prepetition Secured Parties and
$300,000 for reimbursement of legal fees incurred by the
Prepetition Agent, subject to a reservation of rights by the
Debtors.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/deb18-12808-7.pdf
About White Eagle
White Eagle Asset Portfolio, LP is the owner of a portfolio of 586
life insurance policies -- also known as life settlements – with
an aggregate death benefit of approximately $2.8 billion, White
Eagle General Partner, LLC, and Lamington Road Designated Activity
Company, own the partnership interests in WEAP. White Eagle, et
al., are indirect subsidiaries of Emergent Capital, Inc. ("ECI"), a
publicly traded company.
WEAP sought Chapter 11 protection on Dec. 13, 2018 (Bankr. D. Del.
Case No. 18-12808). LRDA and WEGP sought bankruptcy protection
mid-November 2018 (Bankr. D. Del. Case Nos. 18-12614 to 12615).
In the petition signed by CFO Miriam Martinez, WEAP estimated
assets of $500 million to $1 billion and debt of $100 million to
$500 million as of the bankruptcy filing.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel.
WINDY CITY FINANCIAL: Prohibited From Spending Renewal Commissions
------------------------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois prohibited Windy City Financial
Partners, Inc. from spending the Renewal Commissions and from
paying the expenses of any non-debtor Lyman Businesses, including
the expenses of Sequoia Wealth Management or LPL Financial LLC.
About Windy City Financial
Windy City Financial Partners, Inc. -- http://www.wcfp.biz/-- is a
privately held insurance agency management firm based in Hoffman
Estates, Illinois. The company provides independent insurance
producers unrestricted access to the industry's leading insurance
carriers, products and programs; insight on industry data and
trends; and creative solutions for complex cases.
Windy City Financial Partners, based in Hoffman Estates, IL, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-21465) on July
31, 2018. In the petition signed by Robert Lyman, president, the
Debtor disclosed $425,296 in assets and $1,814,305 in liabilities.
The Hon. Jacqueline P. Cox oversees the case. Joshua D. Greene,
Esq., at Springer Brown, LLC, serves as bankruptcy counsel to the
Debtor.
WOODLAWN COMMUNITY: May Use Cash Collateral on Interim Basis
------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois has authorized Woodlawn Community
Development Corp. on an interim basis to use cash collateral of the
Internal Revenue Service through Jan. 10, 2019 under the same terms
and conditions as set forth in the previous order.
The Debtor is authorized to use the funds in the DIP Account as
well as the payroll account to pay actual, ordinary course of the
Debtor's business, subject to the budget.
A continued hearing on the interim use of cash collateral is set
for Jan. 10, 2019 at 10:30 a.m.
A copy of the Interim Order is available at
http://bankrupt.com/misc/ilnb18-29862-85.pdf
About Woodlawn Community Development
Founded in 1972, Woodlawn Community Development Corp. --
https://www.wcdcchicago.com/ -- manages and develops affordable
housing for families in the Greater Metro Chicago area.
Woodlawn Community Development Corp., based in Chicago, Illinois,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-29862) on
Oct. 24, 2018. In the petition signed by Leon Finney, Jr.,
president and CEO, the Debtor estimated $50 million to $100 million
in both assets and liabilities. The Hon. Carol A. Doyle oversees
the case. David R. Herzog, Esq., at Herzog & Schwartz, P.C.,
serves as bankruptcy counsel.
[^] BOND PRICING: For the Week from December 31 to January 4, 2019
------------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Acosta Inc ACOSTA 7.750 19.449 10/1/2022
Acosta Inc ACOSTA 7.750 19.514 10/1/2022
Alpha Appalachia
Holdings LLC ANR 3.250 2.048 8/1/2015
American Tire
Distributors Inc ATD 10.250 15.750 3/1/2022
American Tire
Distributors Inc ATD 10.250 15.262 3/1/2022
Bon-Ton Department
Stores Inc/The BONT 8.000 7.500 6/15/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bristow Group Inc BRS 6.250 37.379 10/15/2022
Cenveo Corp CVO 6.000 25.913 8/1/2019
Cenveo Corp CVO 8.500 0.712 9/15/2022
Cenveo Corp CVO 6.000 25.913 8/1/2019
Cenveo Corp CVO 8.500 0.712 9/15/2022
Cenveo Corp CVO 6.000 0.894 5/15/2024
Chesapeake Energy Corp CHK 2.250 96.500 12/15/2038
Chukchansi Economic
Development Authority CHUKCH 9.750 59.719 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 60.283 5/30/2020
Cloud Peak Energy
Resources LLC / Cloud
Peak Energy Finance Corp CLD 6.375 18.168 3/15/2024
DBP Holding Corp DBPHLD 7.750 39.255 10/15/2020
DBP Holding Corp DBPHLD 7.750 39.255 10/15/2020
DFC Finance Corp DLLR 10.500 65.000 6/15/2020
DFC Finance Corp DLLR 10.500 65.000 6/15/2020
Egalet Corp EGLT 5.500 10.000 4/1/2020
Emergent Capital Inc EMGC 8.500 94.317 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.750 38.125 10/15/2019
Engility Corp EGL 8.875 107.299 9/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 6.375 30.737 6/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 42.900 9/1/2022
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 40.973 9/1/2022
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 40.973 9/1/2022
EXCO Resources Inc XCOO 7.500 19.675 9/15/2018
EXCO Resources Inc XCOO 8.500 22.000 4/15/2022
Federal Farm Credit Banks FFCB 1.200 99.845 1/8/2019
Federal Home Loan Banks FHLB 1.750 99.898 1/8/2019
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.875 66.750 10/15/2020
Hexion Inc HXN 13.750 52.455 2/1/2022
Hexion Inc HXN 9.200 60.000 3/15/2021
Hexion Inc HXN 13.750 51.216 2/1/2022
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Hornbeck Offshore
Services Inc HOS 5.875 54.191 4/1/2020
Hornbeck Offshore
Services Inc HOS 5.000 49.641 3/1/2021
iHeartCommunications Inc IHRT 9.000 68.000 12/15/2019
iHeartCommunications Inc IHRT 14.000 12.375 2/1/2021
iHeartCommunications Inc IHRT 7.250 22.000 10/15/2027
iHeartCommunications Inc IHRT 9.000 67.733 12/15/2019
iHeartCommunications Inc IHRT 14.000 10.736 2/1/2021
iHeartCommunications Inc IHRT 9.000 67.733 12/15/2019
iHeartCommunications Inc IHRT 14.000 10.736 2/1/2021
iHeartCommunications Inc IHRT 9.000 67.733 12/15/2019
Jones Energy Holdings LLC /
Jones Energy
Finance Corp JONE 6.750 16.105 4/1/2022
Jones Energy Holdings LLC /
Jones Energy
Finance Corp JONE 9.250 19.794 3/15/2023
LBI Media Inc LBIMED 11.500 17.750 4/15/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 52.053 12/1/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.625 45.525 12/1/2021
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Mashantucket Western
Pequot Tribe MASHTU 7.350 15.500 7/1/2026
MF Global Holdings Ltd MF 9.000 14.250 6/20/2038
MF Global Holdings Ltd MF 6.250 14.279 8/8/2016
MModal Inc MODL 10.750 6.125 8/15/2020
Monitronics
International Inc MONINT 9.125 25.453 4/1/2020
Murray Energy Corp MURREN 9.500 61.250 12/5/2020
Murray Energy Corp MURREN 9.500 61.250 12/5/2020
Neiman Marcus Group
Ltd LLC NMG 8.000 42.926 10/15/2021
Neiman Marcus Group
Ltd LLC NMG 8.000 41.977 10/15/2021
Oldapco Inc APPPAP 9.000 1.765 6/1/2020
OMX Timber Finance
Investments II LLC OMX 5.540 3.126 1/29/2020
Orexigen Therapeutics Inc OREXQ 2.750 0.250 12/1/2020
Orexigen Therapeutics Inc OREXQ 2.750 0.300 12/1/2020
PaperWorks Industries Inc PAPWRK 9.500 53.750 8/15/2019
PaperWorks Industries Inc PAPWRK 9.500 53.750 8/15/2019
Parker Drilling Co PKD 7.500 63.000 8/1/2020
Pernix Therapeutics
Holdings Inc PTX 4.250 0.750 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 0.412 4/1/2021
PetroQuest Energy Inc PQUE 10.000 28.000 2/15/2021
PetroQuest Energy Inc PQUE 10.000 29.875 2/15/2021
PetroQuest Energy Inc PQUE 10.000 29.875 2/15/2021
PHI Inc PHII 5.250 68.558 3/15/2019
Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024
Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024
Renco Metals Inc RENCO 11.500 29.000 7/1/2003
Rolta LLC RLTAIN 10.750 11.654 5/16/2018
rue21 inc RUE 9.000 1.539 10/15/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 25.653 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 31.489 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 9.082 60.000 8/1/2019
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 24.017 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 9.082 67.597 8/1/2019
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 30.170 11/1/2021
Sanchez Energy Corp SN 6.125 18.467 1/15/2023
Sanchez Energy Corp SN 7.750 23.139 6/15/2021
SandRidge Energy Inc SD 7.500 0.868 2/15/2023
Sears Holdings Corp SHLD 8.000 6.000 12/15/2019
Sears Holdings Corp SHLD 6.625 13.745 10/15/2018
Sears Holdings Corp SHLD 6.625 25.000 10/15/2018
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 37.500 7/1/2019
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 48.500 7/1/2019
Sungard Availability
Services Capital Inc SUNASC 8.750 20.000 4/1/2022
Sungard Availability
Services Capital Inc SUNASC 8.750 19.970 4/1/2022
Synergy
Pharmaceuticals Inc SGYP 7.500 53.250 11/1/2019
Syniverse Holdings Inc SVR 9.125 98.950 1/15/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy
Operations Inc/DE SCTY 3.600 69.088 3/19/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 0.690 10/1/2020
Toys R Us - Delaware Inc TOY 8.750 3.000 9/1/2021
Toys R Us Inc TOY 7.375 3.000 10/15/2018
Transworld Systems Inc TSIACQ 9.500 25.909 8/15/2021
Transworld Systems Inc TSIACQ 9.500 25.909 8/15/2021
TRU Taj LLC / TRU Taj
Finance Inc TOY 12.000 57.250 8/15/2021
TRU Taj LLC / TRU Taj
Finance Inc TOY 12.000 60.500 8/15/2021
Tunica-Biloxi Gaming
Authority PAGON 3.780 26.818 6/15/2020
Ultra Resources Inc UPL 6.875 35.286 4/15/2022
Ultra Resources Inc UPL 7.125 27.789 4/15/2025
Ultra Resources Inc UPL 6.875 37.983 4/15/2022
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Washington Mutual Bank /
Debt not acquired
by JPMorgan WAMU 5.550 0.655 6/16/2010
Westmoreland Coal Co WLBA 8.750 39.375 1/1/2022
Westmoreland Coal Co WLBA 8.750 38.361 1/1/2022
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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*********
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