/raid1/www/Hosts/bankrupt/TCR_Public/190123.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, January 23, 2019, Vol. 23, No. 22
Headlines
121 SOURCING: Unsecureds to Get 75% Under Chapter 11 Plan
18 AUDUBON PLACE: Trustee Taps Sharp & Co. as Accountant
1943 EASTERN: Feb. 6 Disclosure Statement Hearing
2671 CENTERVILLE: Seeks to Hire Falcone Law Firm as Legal Counsel
6138 JACKSON: Seeks to Hire Falcone Law Firm as Legal Counsel
A&R COMPLETE: Case Summary & 20 Largest Unsecured Creditors
AA KODESH: Case Summary & 4 Unsecured Creditors
ADVANCE LAWN: DOR to Get $143 Monthly for 48 Months
AEGEAN MARINE: Seeks to Hire Moelis & Co. as Financial Advisor
AINA LE'A: March 13 Plan Confirmation Hearing
ALESSI FAMILY: Discloses Settlement with Fusion Homes
ALLEN SUPPLY: Seeks to Hire New & Karfunkel as Special Counsel
AUCTION SUPPLEMENTAL: Seeks to Hire Eric A. Liepins as Counsel
AVERY'S USED: Seeks to Hire Guard Law Group as Legal Counsel
B.W. CLEANERS: Feb. 19 Hearing for Disclosure Statement
BAY CIRCLE: Trustee Taps M. Denise Dotson as Special Counsel
BEAZER HOMES: Fitch Affirms 'B-' IDR, Outlook Positive
BEDFORD PROPERTIES: Allowed to Use Cash Collateral Until Jan. 31
BEEHIVE TRUCK: Taps Fox Peterson as Accountant
BOWMAN DAIRY: Proposes a Schrader Auction of All Assets
BROOKSTONE HOLDINGS: Unsecureds to Get 16.4-22.5% Under Plan
CAJ SOUTHWAY: Feb. 21 Plan Confirmation Hearing
CAMPUS EDGE: Seeks to Hire Action Management as Property Manager
CAMPUS EDGE: Seeks to Hire Thames Markey as Legal Counsel
CAPITOL CITY: Unsecured Creditors to Recoup $940K Under Plan
CHINA FISHERY: Court Junks Bid to Intervene in Trustee Suit vs HSBC
CHURNEY'S REAL ESTATE: U.S. Trustee Unable to Appoint Committee
CIP INVESTMENT: Seeks to Hire Kreamer Kincaid as Counsel
CLAYTON LOGOMASINI: Lacey Buying Weldon Springs Property for $325K
COMPLETION INDUSTRIAL: Selling 7.5-Acre Parcel for $115K
CORETECH INDUSTRIES: SMS Buying All Assets for $550K
COURTSIDE CONDOMINIUMS: Rental Income to Fund Plan Payments
DAVID CEBERT: Proposes Sale of Interest in Vehicles
DAVID'S BRIDAL: Successfully Emerges from Chapter 11 Bankruptcy
DAYMARK REALTY: Unsecureds to Get 90% Under Chapter 11 Plan
DHX MEDIA: Moody's Affirms B3 CFR & Alters Outlook to Negative
DILLE FAMILY: Don Murphy Files New Objection to Plan Disclosures
DISTRIBUTION RESOURCES: P. Prusi Ownership Not Affected by Plan
DITECH HOLDING: S&P Lowers ICR to 'SD' on Missed Interest Payment
DLS CHICKEN: FLSA Claimants to Get Distribution of $135K
DYNASTY ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable
DYNASTY ACQUISITION: S&P Assigns 'B' ICR on The Carlyle Group Deal
E & A TANNER: Has Authority to Use Cash Collateral on Final Basis
EDGEWATER GENERATION: Moody's Affirms Ba3 on Secured Debt
EXACTECH INC: S&P Affirms B- ICR Despite Higher Cash Flow Deficit
FIRST FLO CORPORATION: U.S. Trustee Unable to Appoint Committee
FLORIDA PAVEMENT: Cash Collateral Use Authorized on Final Basis
FLORIDA PAVEMENT: Feb. 14 Plan Confirmation Hearing
FRANK THEATRES: Seeks to Hire Moss Adams, Appoint CRO
FROM DUSK TIL DAWN: Crowell Buying Irvington property for $250K
GARRETT SHAFER: Wants to Use Chapter 13 Refund to Pay Arrears
GASTAR EXPLORATION: Egan-Jones Lowers Sr. Unsecured Ratings to D
GIGA WATT: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
GMD SERVICES: Unsecureds to Get $1,000 Monthly Payment Over 5 Yrs
GRANT STREET: Interim Cash Collateral Use Through Feb. 8 Okayed
GREATER CLEVELAND: Feb. 13 Hearing on Amended Plan Set
GREGORY TE VELDE: Trustee Selling Lost Valley Farm for $67 Million
H N HINCKLEY: Manley Buying 1995 Chevy Kodiak Dump Truck for $3K
HCA INC: S&P Assigns 'BB-' Rating on New Senior Unsecured Notes
HENRY HERRMANN: Sale of Ocean City Property for $1.8M Granted
HENRY MELTON: Express Buying Property for $150K to Settle Suit
HILL CONCRETE: Case Summary & 20 Top Unsecured Creditors
HOUSTON TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors
HOVNANIAN ENTERPRISES: Fitch Affirms CCC Issuer Default Rating
ICON EYEWEAR: Seeks to Hire Cole Schotz as Legal Counsel
INFOR INC: Moody's Puts B3 CFR Under Review for Upgrade
INMAR INC: S&P Affirms 'B' Issuer Credit Rating on YouTech Deal
ISMAIL ARSLANGIRAY: Plan Admin Selling Dupont Stock for $320K
JAMES GARRETT: JN Buying Sully County Property for $1.75 Million
JEANETTE HUNTER: Elder Agency Buying Muskogee Property for $210K
KISSNER HOLDINGS II: S&P Assigns 'B' ICR, Outlook Stable
KSW CPA: Seeks to Hire Davis Ermis as Legal Counsel
L REIT LTD: Hires Marcus & Millichaps as Real Estate Broker
LEMEN INC: Plan Payments to Total $10,965
LEVI GARRETT: JN Buying Sully County Property for $1.75 Million
LOYSVILLE STRUCTURES: Case Summary & 20 Top Unsecured Creditors
MARCH ASSOCIATES: Sloan Loses Appeal vs DBL, First Indemnity
MAREMONT CORPORATION: Case Summary & Largest Unsecured Creditors
MENSONIDES DAIRY: Seeks to Hire Gordon Rees as Litigation Counsel
MH DIRECT: Seeks to Hire Michael Ratliff as Attorney
MOUNTAIN INVESTMENTS: Feb. 7 Confirmation Hearing
MRPC CHRISTIANA: Seeks to Hire HREC Investment as Realtor
NASSAU JOHN: Seeks to Hire Robinson Brog Leinwand as Counsel
NORDAM GROUP: Jan. 30 Plan Confirmation Hearing
NUSTAR ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB
OKLAHOMA PROCURE: PCO Files 1st and Final Report
PANOCHE ENERGY: S&P Lowers Bond Rating to CCC+, On Watch Negative
PARKER DRILLING: Deadline to File Claim Set for February 15
PARKINSON SEED: Taps Hunter of Homes as Real Estate Agent
PEANUT CO: Modifies Treatment of ReadyCap Secured Claim
PERFORCE INTERMEDIATE: S&P Assigns 'B-' ICR, Outlook Stable
PETROQUEST ENERGY: Committee Values Assets at $198MM-$258MM
PG&E CORP: Egan-Jones Lowers Senior Unsecured Ratings to D
PHILMAR CARE: Seeks to Hire Foley & Lardner as Legal Counsel
PING IDENTITY: Moody's Hikes CFR to B2, Outlook Stable
PRECISION DRILLING: S&P Affirms BB Long-Term ICR, Outlook Negative
PRIME SOURCE: Wako Trade Buying "All for Color" Trademark for $25K
QUE GOLAZO: Feb. 6 Plan Confirmation Hearing
RAYMOND AND MOTT: Jan. 31 Plan Confirmation Hearing
REMARKABLE HEALTHCARE: Comerica Objects to Disclosure Statement
REVERE POWER: S&P Assigns Prelim 'BB-' Debt Rating, Outlook Stable
REX PRINTING: Seeks to Hire Pressbid as Auctioneer
RIO MALL: Hires Astor Weiss Kaplan as Special Counsel
SEARS HOLDINGS: Hires Deloitte Transactions as Bankruptcy Advisor
SEARS HOLDINGS: Seeks to Hire Deloitte as Tax Services Provider
SENIOR CARE: Seeks to Hire H2C Analytics as Investment Banker
SHOPKO STORES: Gets Interim Access to $479MM Bankr. Financing
SHOPKO STORES: U.S. Trustee Forms 7-Member Committee
SHREEDEVI AA: FEB. 13 Plan Confirmation Hearing
SILVERVIEW LLC: Feb. 4 Hearing on Disclosure Statement
SMGR LLC: Taps Thomas M. Fitzgibbons as Corporate Counsel
SOMS TECHNOLOGIES: PGI Buying Assets for $375K
STRAIGHT TRIANGLE: Feb. 13 Plan Confirmation Hearing
TRAVERS FINE: Case Summary & 11 Unsecured Creditors
TREATMENT CENTER: M. Thatcher to Serve as Liquidating Trustee
TRESHA-MOB LLC: Sets Bidding Procedures for All Assets
URUS GROUP: U.S. Trustee Unable to Appoint Committee
US SALT: Moody's Assigns B3 Corp. Family Rating, Outlook Stable
VALENTIA GLOBAL: Seeks to Hire Aaronson Schantz as Legal Counsel
VIKEN MANJIKIAN: Ponstein Buying Llano Property for $180K
VIP RESORT: Discloses Bidding Procedures for Assets in New Plan
W RESOURCES: Court Approves Sale of Lord Ranch Tract
WASTE PRO: S&P Alters Outlook to Negative & Affirms 'B+' ICR
WILLIAMS PLUMBING: U.S. Trustee Unable to Appoint Committee
WING PALACE: U.S. Trustee Unable to Appoint Committee
Y.S.K. CONSTRUCTION: Files Ch. 11 Plan of Liquidation
YBARRA ENTERPRISES: Files Self-Report on Patient Care
*********
121 SOURCING: Unsecureds to Get 75% Under Chapter 11 Plan
---------------------------------------------------------
121 Sourcing & Supply LLC filed a plan of reorganization and
accompanying disclosure statement.
Class 6 - General Unsecured Claims are impaired. Holders of Class
6 General Unsecured Claims on the Effective Date shall, in full
satisfaction, settlement, release and exchange for such Allowed
General Unsecured Claims, receive 75.00% of their filed claims in
their pro rata share. All portions of allowed Class 6 unsecured
claims that remain unpaid, and at the conclusion of the payments
required under this Plan (the "Plan Term"), will cease six months
after the Effective Date and will be forever discharged and
rendered non-collectable against the Debtor or the Debtor's
property. The Debtor's single Plan Payment under the Plan will be
$2,246.00 Plan, which will be a contribution made from the Debtor's
member.
Class 4 - Super-Priority Secured Claim in favor of Viscaya
Homeowners Association, (HOA Lien) against the Debtor's rental
property is impaired. On the Effective Date, the Lien as
Instrument Number 20180614-0000473 will be treated as a partially
secured and the partially unsecured claim shall be reclassified to
a General Unsecured Claim in Class 6. Any amount of a Class 4 claim
that is deemed to be unsecured will be afforded the treatment set
forth in Class 6. This amount of the unsecured claim is estimated
at $1,530.00. The principal balance of the Class 4 claim will be
the Allowed Secured Claim consisting of the last nine months of the
HOA dues in the estimated amount of $900.00 ($100.00 x 9 months).
The Debtor will pay the allowed claim no later than 180 days after
the entry of the confirmation order. Or such other amount as the
court may determine. From and after the Confirmation Date, the
Holder of the Class 4 Claim shall retain its Lien until it has
received payment of 9 months of dues or $900.00, whichever is less.
Class 5 - Super-Priority Secured Claim in favor of Painted Desert
Community Association, (HOA Lien) against the Debtor's rental
property is impaired. On the Effective Date, the Liens as
Instrument Number 20180321-0003800 and 20181130-0003756 will be
treated as a partially secured and the partially unsecured claim
shall be reclassified to a General Unsecured Claim in Class 6. Any
amount of a Class 5 claim that is deemed to be unsecured shall be
afforded the treatment set forth in Class 6. This amount of the
unsecured claim is estimated at $265.00. The principal balance of
the Class 4 claim shall be the Allowed Secured Claim consisting of
the last nine months of the HOA dues in the estimated amount of
$900.00 ($100.00 x 9 months). The Debtor shall pay the allowed
claim no later than 180 days after the entry of the confirmation
order. Or such other amount as the court may determine. From and
after the Confirmation Date, the Holder of the Class 5 Claim shall
retain its Lien until it has received payment of 9 months of dues
or $900.00, whichever is less.
Payments to Creditors in Classes 4, 5 and 6 will be funded from the
Debtor's rental income and equity interest holder contributions
should the rental income not be sufficient.
Payments to Class 6 creditors required under the Plan will be
funded by the Debtor's member. This single payment will be paid
within 180 days from the entry of the confirmation order. In
addition, the Debtor will utilize all funds remaining in the DIP
account post confirmation as a contingency reserve for vacancies,
emergency and general repairs, tenant turnover, advertising and for
foreseeable increases in property taxes and insurance and income
taxes on rental income.
A full-text copy of the Amended First Disclosure Statement dated
January 3, 2019, is available at https://tinyurl.com/y763m66f from
PacerMonitor.com at no charge.
A full-text copy of the First Disclosure Statement dated January 3,
2019, is available at https://tinyurl.com/y7635pjx from
PacerMonitor.com at no charge.
About 121 Sourcing & Supply
Based in Las Vegas, Nevada, 121 Sourcing & Supply LLC filed a
voluntary petition under Chapter 11 of Title 11, United States Code
(Bankr. D. Nev. Case No. 18-17558) on Dec. 27, 2018, estimating
under $1 million in both assets and liabilities. Steven L. Yarmy
is the Debtor's counsel.
18 AUDUBON PLACE: Trustee Taps Sharp & Co. as Accountant
--------------------------------------------------------
David Adler, the Chapter 11 trustee for 18 Audubon Place LLC,
received approval from the U.S. Bankruptcy Court for the Eastern
District of Louisiana to hire Sharp & Company, CPAs as his
accountant.
The firm will advise the trustee regarding tax-related issues
affecting the sale of the Debtor's real property and prepare tax
returns.
Sharp & Company will charge an hourly fee of $250 for its
services.
R. Patrick Sharp, III, president of Sharp & Company, disclosed in a
court filing that he and his firm neither hold nor represent any
interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
R. Patrick Sharp, III
Sharp & Company, CPAs
401 Whitney Avenue, Suite 100
Gretna, LA 70056
Phone: (504) 362-5340
Fax: (504) 362-5843
Email: pat@sharpandcompany.com
About 18 Audubon Place
18 Audubon Place, LLC, owns a real property located at 18 Audubon
Place New Orleans, Louisiana, valued by the company at $5.2
million.
18 Audubon Place sought Chapter 11 protection (Bankr. W.D. La. Case
No. 18-50960) on Aug. 1, 2018. In the petition signed by Richard
Goldenberg, member and manager, the Debtor disclosed total assets
of $5.80 million and total liabilities of $7.23 million.
The case is assigned to Judge Robert Summerhays. The Debtor tapped
Phillip K. Wallace, PLC as its legal counsel.
On Oct. 4, 2018, David V. Adler, was appointed as the Debtor's
Chapter 11 trustee. The trustee hired Stewart Robbins & Brown, LLC
as his counsel.
1943 EASTERN: Feb. 6 Disclosure Statement Hearing
-------------------------------------------------
On February 6, 2019, at 2:00 p.m., a hearing will be held before
the Honorable Chief Judge Carla E. Craig at the United States
Courthouse, 271C Cadman Plaza E, Brooklyn, NY, to consider the
adequacy of the second amended disclosure statement explaining 1943
Eastern Parkway LLC's Chapter 11 Plan.
Objections, if any, to the Disclosure Statement must be in writing
and must be served no later than 5:00 p.m. on January 30, 2019.
Class 3 - Unsecured Claims. 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% on the Effective
Date. Class 3 claims consist of the following: Consolidated Edison
Company of New York Inc., with amount of claim and to be paid
$1,403.14 and William Harvey/Orion Plumbing & Heating Corp. with
amount of claim $18,000, and debt has been satisfied. Class 3 -
Unsecured Claims are unimpaired and not entitled to vote and are
deemed to have accepted the Plan.
Because the Plan is a liquidating plan of reorganization, the Plan
will only be consummated if the sale to the Purchaser is completed,
which by definition is the Effective Date of the Plan. Accordingly,
it is not likely that further reorganization will follow and the
Plan is feasible. Since all of the property of the Debtor will be
sold and all creditors paid it is not likely that the Debtor will
file another bankruptcy or require further reorganization.
A full-text copy of the Second Amended Disclosure Statement dated
January 3, 2019, is available at https://tinyurl.com/ydeqn7nn from
PacerMonitor.com at no charge.
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.
2671 CENTERVILLE: Seeks to Hire Falcone Law Firm as Legal Counsel
-----------------------------------------------------------------
2671 Centerville Hwy, LLC seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire The Falcone Law
Firm, P.C. as its legal counsel.
The Debtor requires the firm to:
a. give legal advice regarding its rights, powers and duties
in the administration of its Chapter 11 case and assets of the
bankruptcy estate;
b. assist the Debtor in connection with the analysis of its
assets, liabilities, financial condition and other matters related
to its business;
c. assist in the preparation, negotiation and implementation
of a plan of reorganization;
d. assist the Debtor in the sale or disposition of assets of
its bankruptcy estate;
e. conduct examinations;
f. provide assistance to the Debtor with regard to the proper
receipt, disbursement and accounting for funds and property of the
estate; and
g. provide other legal services related to the case.
The firm will charge these hourly fees:
Senior Attorneys $350
Associate Attorneys $200
Paralegals $150
Administrative Assistants $50
A "rush rate" of $450 will also be charged by the firm for
pre-bankruptcy services provided by its senior attorneys within
four days of filing.
Ian Falcone, Esq., a member of Falcone Law Firm, attests that his
firm is a "disinterested person" under section l0l(14) of the
Bankruptcy Code with regard to the matters upon which it is to be
engaged.
The firm can be reached through:
Ian M. Falcone, Esq.
The Falcone Law Firm, P.C.
363 Lawrence Street
Marietta, GA 30060
Phone: (770) 426-9359
Fax : 770-426-8968
Email: attorneys@falconefirm.com
About 2671 Centerville Hwy, LLC
Based in Atlanta, Georgia, 2671 Centerville Hwy, LLC, filed a
voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-71822)
on December 31, 2018, listing under $1 million in both assets and
liabilities. Ian M. Falcone, Esq., at The Falcone Law Firm, P.C.
represents the Debtor as counsel.
6138 JACKSON: Seeks to Hire Falcone Law Firm as Legal Counsel
-------------------------------------------------------------
6138 Jackson Hwy, LLC seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire The Falcone Law
Firm, P.C. as its legal counsel
The Debtor requires the firm to:
a. give legal advice regarding its rights, powers and duties
in the administration of its Chapter 11 case and assets of the
bankruptcy estate;
b. assist the Debtor in connection with the analysis of its
assets, liabilities, financial condition and other matters related
to its business;
c. assist in the preparation, negotiation and implementation
of a plan of reorganization;
d. assist the Debtor in the sale or disposition of assets of
its bankruptcy estate;
e. conduct examinations;
f. provide assistance to the Debtor with regard to the proper
receipt, disbursement and accounting for funds and property of the
estate; and
g. provide other legal services related to the case.
The firm will charge these hourly fees:
Senior Attorneys $350
Associate Attorneys $200
Paralegals $150
Administrative Assistants $50
A "rush rate" of $450 will also be charged by the firm for
pre-bankruptcy services provided by its senior attorneys within
four days of filing.
Ian Falcone, Esq., a member of Falcone Law Firm, attests that his
firm is a "disinterested person" under section l0l(14) of the
Bankruptcy Code with regard to the matters upon which it is to be
engaged.
The firm can be reached through:
Ian M. Falcone, Esq.
The Falcone Law Firm, P.C.
363 Lawrence Street
Marietta, GA 30060
Phone: (770) 426-9359
Fax: 770-426-8968
Email: attorneys@falconefirm.com
About 6138 Jackson Highway LLC
6138 Jackson Highway LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-71823) on December 31,
2018. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of less than $500,000. Ian M.
Falcone, Esq., at The Falcone Law Firm, P.C. represents the Debtor
as counsel.
A&R COMPLETE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: A&R Complete Service, Inc.
3212 Procyon St.
Las Vegas, NV 89102
Business Description: A&R Complete Service, Inc. is a plumbing,
heating & air conditioning contractor in Las
Vegas, Nevada.
Chapter 11 Petition Date: January 21, 2019
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Case No.: 19-10321
Judge: Hon. Mike K. Nakagawa
Debtor's Counsel: Timothy P. Thomas, Esq.
LAW OFFICE OF TIMOTHY P. THOMAS, LLC
1771 E. Flamingo Rd, Ste B-212
Las Vegas, NV 89119
Tel: (702) 227-0011
Fax: (702) 227-0334
E-mail: tthomas@tthomaslaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by David L. Snipes 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/nvb19-10321.pdf
AA KODESH: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: AA Kodesh Holdings, LLC
1451 47th Street
Brooklyn, NY 11219
Business Description: AA Kodesh Holdings, LLC, is a real estate
lessor whose principal assets are located at
915 Sterling Place Brooklyn, NY 11216.
Chapter 11 Petition Date: January 21, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 19-40359
Judge: Hon. Carla E. Craig
Debtor's Counsel: Charles Wertman, Esq.
LAW OFFICES OF CHARLES WERTMAN P.C.
11 Sunrise Plaza, Suite 304
Valley Stream, NY 11580
Tel: 515-359-1334
516-284-0900
Fax: 516-977-3142
E-mail: cwertmanlaw@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yakov Gutman, member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at:
http://bankrupt.com/misc/nyeb19-40359.pdf
ADVANCE LAWN: DOR to Get $143 Monthly for 48 Months
---------------------------------------------------
Advance Lawn & Landscape, Inc., filed an amended disclosure
statement to disclose the identity and fair market value of the
estate's assets, as of November 30, 2018, and amend the treatment
of South Carolina Department of Revenue's priority tax claim.
The identity and fair market value of the estate's assets, as of
November 30, 2018, are as follows:
Cash & deposit accounts $11,985.62
Accounts receivable $79,339.09
Inventory $1,500.00
Office furniture & equipment $675.00
Vehicles $230,465.00
Trailers $19,350.00
Machinery & equipment $85,345.95
Total $428,660.66
The estimated amount owed by the Debtor to the DOR is $6,903.28 for
2017 taxes. The DOR will be paid $143.82 monthly until the 48th
month following confirmation at 0% interest rate for a total payout
amount of $6,903.28.
A full-text copy of the Disclosure Statement dated January 3, 2019,
is available at https://tinyurl.com/ycve779h from PacerMonitor.com
at no charge.
About Advance Lawn & Landscape
Founded in 1999, Advance Lawn & Landscape Inc. --
http://advancelawninc.com-- is a landscaping company located in
Spartanburg, South Carolina.
Advance Lawn & Landscape sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00122) on Jan. 11,
2018. Christopher Baragar, president, signed the petition. At the
time of the filing, the Debtor disclosed $422,080 in assets and
$1.41 million in liabilities.
Judge Helen E. Burris presides over the case.
The Debtor hired Skinner Law Firm, LLC as its bankruptcy counsel
and Kinard-Barath Tax Group, LLC as its accountant.
AEGEAN MARINE: Seeks to Hire Moelis & Co. as Financial Advisor
--------------------------------------------------------------
Aegean Marine Petroleum Network Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Moelis & Company LLC.
The firm will provide investment banking and financial advisory
services, which include assisting the company and its affiliates
Debtors in reviewing and negotiating any potential restructuring,
sale transaction or capital transaction.
Moelis will be paid according to this compensation structure:
(a) A monthly fee of $150,000, payable in advance of each month.
However, 50% of all monthly fees paid after the fourth full monthly
fee will be credited against any restructuring fee.
(b) A $4 million fee, payable promptly following the closing of a
restructuring transaction.
(c) At the closing of a sale transaction, a fee $4 million, plus
1.25% of any "transaction value" greater than $681 million.
(d) A non-refundable cash fee and related crediting of (i) 4% of
the aggregate gross amount or face value of capital raised as
equity, equity-linked interests, options, warrants or other rights
to acquire equity interests, plus (ii) 2% of the aggregate gross
amount of all junior lien or unsecured debt obligations raised in
the capital transaction, including any debtor-in-possession
obligations, plus (iii) 1% of the aggregate gross amount of all
first lien debt obligations raised in the transaction.
Zul Jamal, managing director of Moelis, disclosed in a court filing
that the firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.
Moelis can be reached through:
Zul Jamal
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Tel: +1 212 883 3813 / +1 212 883 3800
Fax: +1 212 880 4260
Email: zul.jamal@moelis.com
About Aegean Marine Petroleum Network
Aegean Marine Petroleum Network Inc. -- http://www.ampni.com/-- is
an international marine fuel logistics company that markets and
physically supplies refined marine fuel and lubricants to ships in
port and at sea. The Company procures product from various sources
(such as refineries, oil producers, and traders) and resells it to
a diverse group of customers across all major commercial shipping
sectors and leading cruise lines. Currently, Aegean has a global
presence in more than 30 markets and a team of professionals ready
to serve its customers wherever they are around the globe.
Aegean Marine Petroleum Network Inc. and its affiliates sought
bankruptcy protection on Nov. 6, 2018 (Bankr. D. Del. Lead Case No.
18-13374). The jointly administered cases are pending before Judge
Hon. Michael E. Wiles.
In the petition signed by Spyridon Fokas, general counsel and
secretary, Aegean Marine estimated assets of $1 billion to $10
billion and total liabilities of $500 million to $1 billion.
The Debtors tapped Kirkland & Ellis International LLP as general
counsel; Moelis & Company as financial advisor; Ernst & Young LLP,
as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Nov. 15, 2018. The committee tapped Akin
Gump Strauss Hauer & Feld LLP as its legal counsel.
AINA LE'A: March 13 Plan Confirmation Hearing
---------------------------------------------
Aina Le'a, Inc., filed a first amended Chapter 11 plan of
reorganization and accompanying first amended disclosure statement
dated December 27, 2018, to modify the dates relating to the
confirmation of the plan.
The Bankruptcy Court has scheduled the Confirmation Hearing to
commence on March 13, 2019 at 9:30 a.m. (Hawaii Standard Time),
before the Honorable Robert J. Faris, United States Bankruptcy
Judge, in the United States Bankruptcy Court for the District of
Hawaii, 1132 Bishop Street, Suite 250, Honolulu, HI 96813. The
Confirmation Hearing may be adjourned from time to time without
further notice except for an announcement of the adjourned date
made at the Confirmation Hearing or any adjournment thereof.
Objections to Confirmation of the Plan must be filed and served so
that they are actually received by no later than February 27, 2019
at 4:00 p.m. (Hawaii Standard Time). Unless objections to
Confirmation of the Plan are timely served and filed in compliance
with the Solicitation Procedures Order, they may not be considered
by the Bankruptcy Court.
Class 3A consists of all General Unsecured Claims arising or deemed
by law or under the Bankruptcy Code to have arisen on or before the
Petition Date and owing on account of the Holders thereof having
(i) provide goods or services to the Debtor in the ordinary course
of business or (ii) advanced credit to the Debtor on an unsecured
basis. Class 3A Allowed General Unsecured Claims, including all
interest accruing on the principal balance after the Effective Date
at 6% per annum, shall be paid on the tenth anniversary of the
Effective Date. Interim payments from Net Distributable Cash Flows
shall be split, pro rata based on the Allowed amount of the
respective Claims in each Class, among (i) Class 2B Allowed Secured
Claims, (ii) Class 2C Allowed Secured Claims, and (iii) Class 3A
Allowed General Unsecured Claims.
Class 3B consists of Other Unsecured Claims arising or deemed by
law or under the Bankruptcy Code to have arisen on or before the
Petition Date that are not cured, paid, released, or waived
pursuant to the Plan, assumed by the Reorganized Debtor pursuant to
the Plan or agreements incorporated in the Plan, or classified in
any other Class of Claims. Class 3B Other Unsecured Claims shall be
paid in full on the tenth anniversary of the Effective Date, with
interest thereon accruing at the Federal Judgment Rate commencing
on the date the 3B Other Unsecured Claim is Allowed pursuant to
Final Order.
Class 1 consists of Other Priority Unsecured Claims. Each Holder of
an Allowed Other Priority Unsecured Claim shall receive deferred
cash payments over a period not exceeding five years after the
Petition Date, in an aggregate amount equal to the amount of such
Allowed Other Priority Unsecured Claim, plus interest from the
Effective Date at six percent (6%) per annum on the unpaid portion
thereof, without penalty of any kind. The payment of each such
Allowed Other Priority Unsecured Claim shall be made in equal
semi-annual installments. The payments provided under the Plan in
respect of Allowed Other Priority Unsecured Claims shall be in full
satisfaction, settlement, release and discharge of, and in exchange
for, such Claims.
Class 2A consists of all Allowed Secured Claims of Romspen. The
treatment of the Allowed Class 2A Secured Claims of Romspen shall
depend on whether Romspen votes to accept or to reject the Plan.
Class 2B consists of all Allowed Secured Claims of Bridge. The
treatment of the Allowed Class 2B Secured Claims of Bridge shall
depend on whether Bridge votes to accept or to reject the Plan.
Class 2C consists of all Other Allowed Secured Claims of Zhang. The
treatment of the Allowed Class 2C Secured Claims of Zhang shall
depend on whether Zhang votes to accept or to reject the Plan.
The Reorganized Debtor shall make all Distributions required to be
made under the Plan. Distributions will be made through the
operations of the Reorganized Debtor, through funding via the
DIP/Exit Facility and the New LG Loan Agreements.
A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at https://tinyurl.com/y7wnvrct from PacerMonitor.com
at no charge.
About Aina Le'a
Aina Le'a has approximately 500 shareholders and is a voluntary SEC
reporting company. It was initially formed by DW Aina Le'a
Development, LLC ("DW") as a Nevada limited liability company Aina
Le'a, LLC on April 1, 2009, and converted into Aina Le'a, Inc., a
Delaware corporation, on February 6, 2012. From its formation 2009
through February 2012, Aina Le'a was owned by DW.
Aina Le'a, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Hawaii Case No. 17-00611) on June 22, 2017. In its petition, the
Debtor estimated $100 million to $500 million in assets and $10
million to $50 million in liabilities. The petition was signed by
Robert Wessels, its CEO.
Choi & Ito represents the Debtor as bankruptcy counsel and Robbins,
Salomon & Patt, Ltd. as co-counsel. Nixon Peabody, LLP, as special
corporate counsel. The Debtor employed Imperial Capital LLC as
investment banker.
On July 17, 2017, the Office of the U.S. Trustee appointed an
Unsecured Creditors' Committee in this case, consisting of
TrueStyle Pacific Builders L.L.C., Macias Gini & O'Connell, LLP,
and Clifford & Company, Inc. The U.S. Trustee expanded the
Committee on July 20, 2017 to add E.M. Rivera & Sons, Inc. and
Engineering Partners, Inc. The Committee hired Case Lombardi &
Pettit as attorney.
ALESSI FAMILY: Discloses Settlement with Fusion Homes
-----------------------------------------------------
The Alessi Family Limited Partnership filed an Amended Chapter 11
Plan and Amended Disclosure Statement to disclose settlement with
creditor Fusion Homes, LLC.
The Debtor commenced an adversary proceeding against Fusion, as
well as against a
company called Centurion Development LLC, ("Centurion"), a company
that sought, prepetition, to purchase the Washington Property and
the Lincoln Property from the Debtor.
Centurion had filed a large general unsecured claim in this
chapter 11 allegedly based on damages that Centurion suffered when
the asset purchase did not occur.
The Debtor was successful in having Centurion's claim stricken and
disallowed. Further, based on the contract between the parties, the
Debtor recovered its attorneys fees and
costs against Centurion.
As to Fusion, the Debtor tried to resolve the issues between them
through mediation.
Unfortunately, the parties could not agree on a settlement. Cross
motions for summary judgment were filed. Fusion was the prevailing
party on the motions for summary judgment.
The Debtor did not agree with the Court's ruling, and moved for
the Court to reconsider the order granting summary judgment to
Fusion. That motion remains pending.
The Debtor says that the Debtor and Fusion thereafter settled their
differences. The Stipulation of Settlement ("Stipulation") and the
Bankruptcy Court Order approving the Stipulation are attached to
the Plan. Suffice it to say, that in return for a payment of
$800,000.00 to Fusion (with the funding of the $800,000.00 coming
from funds of the Debtor and from Alessi), Fusion will satisfy the
Washington Note and the Lincoln Note, and otherwise release the
Debtor, Alessi and others, from any and all claims.
With the settlement with Fusion, the success of this chapter 11 has
been greatly enhanced, the Debtor says in the Amended Plan.
Class 3 consists of the all Unsecured Claims are impaired. The
Debtor will cause a payment representing a 5% distribution to the
holders of Allowed General Unsecured Claims. There exists only two
creditors that hold an Allowed General Unsecured Claim, namely
Daniel Alessi, Sr., who holds an Allowed General Unsecured Claim in
the amount of $87,000.00. Daniel Alessi, Sr., is a limited partner
of the Debtor, and is an insider. The other holder of a Class 3
claim is the Charlip Law Group, LC, which holds an Allowed General
Unsecured Claim in the amount of $2,200.00.
Class 1 consists of the secured claim held by Fusion are impaired
which is in the approximate principal amount of $244,707.12. This
claim is secured by a first mortgage position on the Washington
Property. Pursuant to the Stipulation, the Debtor and Fusion have
fully settled this Class 1 secured claim, along with the Class 2
secured claim of Fusion. The Settlement Payment has been made.
Class 2 consists of the secured claim held by Fusion are impaired
which is in the approximate principal amount of $265,099.38. This
claim is secured by a first mortgage position on the Lincoln
Property. Pursuant to the Stipulation, the Debtor and Fusion have
fully settled this Class 2 secured claim, along with the Class 1
secured claim of Fusion.
Class 4 consists of all Interests in the Debtor are impaired.
Alessi is the general partner of the Debtor. Daniel Alessi. Sr. and
Patricia Alessi are the limited partners of the Debtor. Daniel
Alessi, Sr. and Patricia Alessi are the parents of Alessi. The
Class 4 members are insiders of the Debtor. Class 4 shall receive
no Distributions on account of their Interests. All pre-petition
interests in the Debtor shall be remain.
The Plan contemplates that funding the distributions set forth in
the Plan will be derived from the operations of the Debtor's
business, as well as the personal funding efforts of Alessi. His
efforts in this regard have allowed for the consummation of the
Stipulation with Fusion.
A full-text copy of the Amended Disclosure Statement dated January
2, 2019, is available at https://tinyurl.com/ycnmgv5k from
PacerMonitor.com at no charge.
About The Alessi Family
The Alessi Family Limited Partnership owns and operates two
residential buildings. One is located at 1941 Washington Street,
Hollywood, Florida and consists of eight separate residential
apartments. The other is located at 1956 Lincoln Street,
Hollywood, Florida and consists of 10 separate residential
apartments.
The Alessi Family Limited Partnership filed a chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-25093) on Nov. 9, 2016. The petition
was signed by Daniel A. Alessi, general partner. At the time of
the filing, the Debtor had estimated $1 million to $10 million both
assets and liabilities.
The case is assigned to Judge John K. Olson. The Debtor is
represented by Brian S. Behar, Esq., at Behar, Gutt & Glazer, P.A.
No official committee of unsecured creditors has been appointed.
ALLEN SUPPLY: Seeks to Hire New & Karfunkel as Special Counsel
--------------------------------------------------------------
The Allen Supply & Laundry Service, Inc., seeks approval from the
U.S. Bankruptcy Court for the District of New Jersey to hire New &
Karfunkel, P.C. as special counsel.
The firm will represent the Debtor in labor and employee benefit
issues arising in the course of its Chapter 11 case.
David New, Esq., and Benjamin Karfunkel, Esq., the attorneys who
will be providing the services, charge $475 per hour and $375 per
hour, respectively.
New & Karfunkel neither represents nor holds any interest adverse
to the Debtor and its bankruptcy estate, according to court
filings.
The firm can be reached through:
David New, Esq.
Benjamin Karfunkel, Esq.
New & Karfunkel, P.C.
1129 Bloomfield Ave., Suite 215
West Caldwell, NJ 07006
Phone: 862.210.8220
Fax: 862.210.8361
Email: dnew@newandnewlaw.com
Email: bkarfunkel@newandnewlaw.com
About Allen Supply & Laundry Service
Founded in 1920, The Allen Supply & Laundry Service, Inc., provides
dry cleaning and laundry services. The Allen Supply & Laundry
Service sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.N.J. Case No. 19-10132) on Jan. 3, 2019. At the time of
the filing, the Debtor estimated assets of $1 million to $10
million and liabilities of less than $1 million. The case is
assigned to Judge John K. Sherwood. Wasserman, Jurista & Stolz,
P.C., is the Debtor's counsel.
AUCTION SUPPLEMENTAL: Seeks to Hire Eric A. Liepins as Counsel
--------------------------------------------------------------
Auction Supplemental Services, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Eric A.
Liepins, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Eric Liepins, Esq., the attorney who will be handling the case,
charges $275 per hour. The hourly rates for paralegals and legal
assistants range from $30 to $50.
The firm received a retainer of $5,000, plus the filing fee.
Mr. Liepins disclosed in a court filing that his firm neither holds
nor represents any interest adverse to the Debtor's bankruptcy
estate.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Phone: (972) 991-5591
Fax: (972) 991-5788
Email: eric@ealpc.com
About Auction Supplemental Services
Auction Supplemental Services, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
19-30142) on Jan. 14, 2019. At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of the same
range. The case is assigned to Judge Stacey G. Jernigan. Eric A.
Liepins, P.C., is the Debtor's counsel.
AVERY'S USED: Seeks to Hire Guard Law Group as Legal Counsel
------------------------------------------------------------
Avery's Used Cars & Trucks Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire The
Guard Law Group, PLLC as its legal counsel.
The firm will advise the Debtor concerning the operation of its
business in compliance with the Bankruptcy Code; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
Pierce Guard Jr., Esq., the attorney who will be handling the case,
charges an hourly fee of $350. His firm received a retainer of
$10,000 and $1,717 for the filing fee.
Mr. Guard disclosed in a court filing that the firm's attorneys do
not represent any creditor or person adverse or potentially adverse
to the Debtor and its bankruptcy estate.
Guard Law Group can be reached through:
Pierce J. Guard Jr., Esq.
The Guard Law Group, PLLC
2511 Orleans Avenue
Lakeland, FL 33803
Phone: 863-619-7331
Email: jguardjr@aol.com
About Avery's Used Cars & Trucks Inc.
Avery's Used Cars & Trucks Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10428) on Dec.
4, 2018. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000. The
case has been assigned to Judge Michael G. Williamson.
B.W. CLEANERS: Feb. 19 Hearing for Disclosure Statement
-------------------------------------------------------
The hearing to consider approval of the Disclosure Statement
explaining B.W. Cleaners, LLC's Chapter 11 Plan will be held in
Courtroom 3, Customs House, 701 Broadway, Nashville, Tennessee
37203, on February 19, 2019 at 9 a.m.
February 4 is fixed as the last day for filing and serving written
Objections to the Disclosure Statement.
Class 4 - General unsecured claims are impaired with total amount
of claim $17,245.92. Holders of Class 4 claims will get monthly
payment of $2.87 starting on the first day of the month following
effective date and ends 5 years from effective date. Total payout
of $172.46.
Class 3A - Secured claim of First Advantage Bank are impaired. The
collateral is composed of all equipment, inventory, furniture,
fixtures, and general intangibles with collateral value of
$65,558.00. Total claim amount is $182,804 and the value of claim
is $65,558.00. Unsecured balance of $117,246.93. Payment will be
monthly interval and lien are retained until completion of
payments.
Class 3B - Secured claim of First Advantage Bank are impaired. The
collateral consists of Deed of Trust on 3403 Poplar Hill,
Clarksville TN 37043 with collateral value of $140,000.00. Total
claim amount $23,646.79 and value of Claim is $23,646.79. Payment
will be monthly interval and the lien are retained until paid in
full.
The Plan will be funded by income from the continued operation of
the dry cleaning business.
A full-text copy of the Disclosure Statement dated December 31,
2018, is available at https://tinyurl.com/ydxqmyap from
PacerMonitor.com at no charge.
About B.W. Cleaners LLC
B.W. Cleaners, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-03729) on June 3,
2018. At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and liabilities of $1
million. Judge Marian F. Harrison presides over the case.
BAY CIRCLE: Trustee Taps M. Denise Dotson as Special Counsel
------------------------------------------------------------
Ronald Glass, the Chapter 11 trustee for Bay Circle Properties,
LLC, seeks approval from the U.S. Bankruptcy Court for the Northern
District of Georgia to hire M. Denise Dotson, LLC as special
counsel.
The firm will provide legal services to the trustee in connection
with a case (Adversary Proceeding No. 18-05193) filed by Nilhan
Developers, LLC, an affiliate of Bay Circle, against Westplan
Investors Acquisitions, LLC and Accent Cumberland Apartments, LP;
and a related appeal (Case No. 1:18-cv-5280) pending in the U.S.
District Court for the Northern District of Georgia.
Dotson charges an hourly fee of $300 for the services of its
attorneys. Legal assistants charge $75 per hour.
The firm can be reached through:
M. Denise Dotson, Esq.
M. Denise Dotson, LLC
125 Clairemont Avenue, Suite 440
Decatur, GA 30030
Phone: (404) 210-0166
Email: denise@mddotsonlaw.com
About Bay Circle Properties
Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16
different real properties including significant undeveloped
acreage. The properties also include office/warehouse buildings,
retail shopping centers and free standing single tenant buildings.
Bay Circle Properties, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May
4, 2015. The Chapter 11 cases are jointly administered. In the
petition signed by Chuck Thakkar, manager, Bay Circle estimated $1
million to $10 million in assets and liabilities.
The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord,
Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint,
LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate,
Inc., as real estate broker.
Ronald L. Glass was appointed as Chapter 11 trustee for the Debtor.
The trustee tapped Morris, Manning & Martin, LLP as his bankruptcy
counsel, and GlassRatner Advisory & Capital Group, LLC as his
financial advisor.
BEAZER HOMES: Fitch Affirms 'B-' IDR, Outlook Positive
------------------------------------------------------
Fitch Ratings has affirmed the ratings of Beazer Homes USA, Inc.,
including the company's Issuer Default Rating, at 'B-'. The Rating
Outlook is Positive.
KEY RATING DRIVERSs
Positive Outlook: Beazer Homes USA, Inc.'s (BZH) Positive Outlook
reflects Fitch's view that the company's credit metrics will
continue to sustain or trend toward Fitch's thresholds for a 'B'
IDR in the next 12-24 months. In particular, BZH's debt/EBITDA is
projected to be below 6x by the end of fiscal 2019 (ending Sept.
30) compared with 6.3x at the end of fiscal 2018 and 7.8x at the
end of fiscal 2017. Net debt/capitalization (excluding $100
million of cash classified by Fitch as not readily available for
working capital and liquidity) was 65.8% at the end of fiscal 2018
and is forecast to be in the mid 60% range by the end of fiscal
2019 and approach 60% at fiscal year-end 2020. EBITDA/interest
incurred was 2.0x during fiscal 2018 and is projected to be roughly
2.4x in fiscal 2019. These credit ratios compare to Fitch's 'B'
IDR sensitivities of below 8x debt/EBITDA, 60% net
debt/capitalization and EBITDA/interest above 2x.
While BZH has improved its operating and credit metrics and has met
most of the positive rating sensitivities for an upgrade of the IDR
to 'B', there has been weakness and some volatility in housing
activity during the second half of 2018 due to continued erosion of
affordability from higher home prices and interest rates. Fitch
will look for stability in overall housing activity in the coming
quarters, including steady net order volume during the first half
of calendar 2019 .
Deleveraging Strategy: Debt/EBITDA declined to 6.3x at the end of
fiscal 2018 compared with 7.8x at the end of fiscal 2017, 8.9x at
fiscal year-end 2016 and 12.1x at the conclusion of fiscal 2015.
The company reduced debt by almost $300 million since the end of
fiscal 2015 and also grew EBITDA to more than $200 million during
fiscal 2018 from $131 million during fiscal 2015. The board
recently approved a $50 million share repurchase program (including
$16.5 million allocated to an accelerated repurchase program
completed in November 2018) and management indicated that it will
match the dollar value of its share repurchases with reductions of
its senior notes. Fitch expects debt/EBITDA will settle below 6x,
while net debt/capitalization approaches the mid-60% range by
year-end fiscal 2019.
Well-Laddered Debt Maturity Schedule: BZH completed several
transactions during the past 24 months that pushed out its debt
maturities and lessened refinancing risk relating to debt maturing
in 2019. In September 2017, the company issued $400 million of
5.875% senior unsecured notes due 2027. Proceeds from the notes
offering were used to fund the tender offer for $225 million of its
5.75% notes due 2019 ($321.4 million outstanding) and $175 million
of its 7.25% senior notes due 2023. During 4Q'18, the company also
repaid the remaining $96 million of its 2019 senior notes. BZH has
no debt maturities until March 2022, when $500 million of senior
notes become due.
Focus on Growth After Prioritizing Debt Reduction: BZH increased
its investment in land during fiscal 2017 and 2018 following lower
spending in fiscal 2016 as the company focused on debt reduction.
The company spent $636 million on land and development activities
in fiscal 2018 and $447 million in fiscal 2017 compared with $337
million in fiscal 2016. Management indicated that it is prepared to
spend $500 million to $600 million for land and development
activities during fiscal 2019, although consumer demand and land
prices will have to warrant it. The company is also activating
previously mothballed land, which should further support community
count growth. In July 2018, BZH also completed the acquisition of
Venture Homes, a leading private homebuilder in the Atlanta market,
for $60.6 million.
Modest Geographic Diversity: BZH was the 13th largest homebuilder
in 2017 (based on closings) and has active operations in 31 markets
across 13 states. BZH ranks among the top 10 builders in several of
its metro markets.
Exposure to Entry Level: BZH has above average exposure to the
credit-challenged, entry-level market, wherein about 55% of its
customers are first-time home buyers. This buyer segment is
typically more sensitive to rising interest rates and higher home
prices. Home affordability, particularly for first-time home
buyers, has eroded as the housing cycle matures and the pace of
increases in home prices has outpaced wage growth in recent years.
However, the first-time/entry level segment has been relatively
strong during the past year and demographics should continue to
support demand in this segment. Most homebuilders are pivoting
towards more entry level products to cater to this segment and
address affordability issues. The company is also expanding its
Gatherings business (targeting active adult buyers) across its
geographic footprint and has accelerated its operational and land
investment to support its rollout.
Slowing Housing Market Growth: Fitch expects new housing activity
will improve slightly in 2019, despite slowing activity over the
past few months, as higher interest rates and eroding affordability
weakened demand. Fitch believes that the general strength of the
economy, combined with still high consumer confidence, low
unemployment and improving wage growth will continue to support the
housing market this year. Fitch expects housing starts will
improve 1% (single-family starts grow 2.2%) while new home sales
advance 1.6% and existing home sales are flat in 2019.
DERIVATION SUMMARY
BZH's rating is based on the company's execution of its business
model in the current housing environment, land policies, and
geographic diversity. Risk factors include the cyclical nature of
the homebuilding industry, the company's high debt load and,
although improving, still weak credit metrics, particularly its
elevated leverage (net debt-to-capitalization of 65.8% and
debt/EBITDA of 6.3x), and its above average exposure to the
credit-challenged entry level market (approximately 55% of BZH's
customers are first-time home buyers).
BZH's closest peers are KB Home (BB-/Stable) and M/I Homes
(BB-/Stable). Hovnanian (CCC) is a less appropriate peer given that
its debt-to-capitalization exceeds 100%, making its capital
structure untenable absent a continued improvement in the housing
market. KB Home is about twice the size of BZH and KB Home's
debt-to-capitalization of 50% and debt/EBITDA of 3.3x is
meaningfully better than BZH. M/I Homes is comparable in size with
BZH but is less geographically diversified. MHO has better
leverage metrics, with debt-to-capitalization 48.3% and debt/EBITDA
of 4.3x, but modestly lower EBITDA margin compared with BZH.
KEY ASSUMPTIONS
- Total housing starts increase 1% (single-family starts advance
2.2%) while new home sales advance 1.6% and existing home sales are
flat during 2019;
- BZH's revenues grow 2%-4% and EBITDA margins improve slightly
during fiscal 2019;
- Debt/EBITDA settles below 6x and interest coverage is roughly
2.4x during fiscal 2019;
- The company generates $75 million - $125 million of cash flow
from operations during fiscal 2019 after spending $500 million-$600
million on land and development activities;
- BZH completes $50 million of share repurchases in fiscal 2019
and debt is reduced by a similar amount.
Recovery Assumptions
The recovery analysis assumes that BZH would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. The going-concern EBITDA estimate of $160
million reflects Fitch's view of a sustainable, post-reorganization
EBITDA level, upon which the agency bases the valuation of the
company. The going-concern EBITDA is about 20% lower than the
company's fiscal 2018 EBITDA.
An EV multiple of 6x is used to calculate a post-reorganization
valuation. Transactions involving homebuilding companies include a
9.5x enterprise value to EBITDA multiple on the 2018 acquisition of
CalAtlantic Homes by Lennar Corporation (based on a transaction
value of $9.3 billion at the time of the announcement and
Fitch-calculated EBITDA of $981 million for CalAtlantic Homes for
the LTM ending June 30, 2017). Trading multiples (EV/EBITDA) for
public homebuilders are currently around 7.6x and has been in the
6.0x - 10.x range for the past 12 months.
The secured revolving credit facility is assumed to be fully drawn
upon default. The credit facility and other secured loans are
senior to the senior unsecured notes in the waterfall. The analysis
results in 'RR1' for the secured revolver (fully drawn at $210
million), representing 100% recovery. The senior unsecured notes
have a 50% recovery and are rated 'B-'/'RR4', while the junior
subordinated notes are estimated to have an 8% recovery and are
rated 'CCC'/'RR6'.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Positive rating actions may be considered if the housing market
stabilizes and BZH shows the ability to maintain (or improve) its
credit metrics (including debt/EBITDA consistently below 8x,
interest coverage above 2x and net debt/capitalization below 60%),
and the company preserves a healthy liquidity position.
- Fitch may revise the Outlook to Stable if housing market
conditions deteriorate but the company maintains debt/EBITDA below
8x and net debt/capitalization stays at current levels and BZH
preserves a healthy liquidity position.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Fitch may consider negative rating actions if the company's
liquidity profile deteriorates considerably or credit metrics
deteriorate, including debt/EBITDA consistently above 10x and
interest coverage below 1x.
LIQUIDITY AND DEBT STRUCTURE
Good Liquidity: BZH ended fiscal 2018 with $139.8 million of
unrestricted cash and $200 million of borrowing availability under
its $200 million secured revolving credit facility that matures in
February 2020. In October 2018, BZH amended its credit facility,
increasing the size to $210 million and extending the maturity to
February 2021. Fitch expects BZH will maintain unrestricted cash
and revolver availability of at least $200 million‒$250 million
in the near to intermediate term.
Cash Flow from Operations: The company reported lower CFFO in
fiscal 2018 as BZH increased its land and development spending to
grow its operations. The company reported CFFO of $30.3 million in
fiscal 2018 compared with $95.9 million in fiscal 2017 and $163
million in fiscal 2016. Fitch expects the company will modestly
reduce land and development spending this year relative to fiscal
2018 levels, resulting in CFFO of $75 million to $125 million.
Fitch expects the company will use excess cash flow to fund share
repurchases and reduce debt.
BEDFORD PROPERTIES: Allowed to Use Cash Collateral Until Jan. 31
----------------------------------------------------------------
The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut has entered a sixth interim order
authorizing Bedford Properties BEH Y LLC and debtor-affiliates to
use the rents on an interim basis, which rents the Debtors concede
is subject to the security interests of Bayview Loan Servicing, LLC
and GREF Hartford LLC.
The cash collateral hearing is continued to January 29, 2019 at
11:00 a.m.
The Debtors are authorized to use up to, but not in excess of,
$41,317 of cash collateral for the period ending Jan. 31, 2019, for
only those expenses and other items specifically identified in the
Budgets.
The Debtors may use rents for maintaining the Properties, to meet
all necessary business expenses incurred in the ordinary course of
their business, including payment of court approved professional
fees and the U.S. Trustee's statutory fees, but only in the amounts
and for the purposes specifically identified in the Debtors'
budgets.
Bayview Loan Servicing, LLC is the holder of a first security
interest in and to, among other things, the Properties and all of
the Debtors' rents, royalties, issues, license fees, profits,
revenue, income and other benefits of and generated by the
Properties and all leases and licenses of the Properties to secure
the debt owed to Bayview on the notes and mortgages. Bayview has an
overall allowed claim in the approximate amount of $2,600,000,
secured by the Properties.
GREF Hartford LLC is the holder of a second security interest in
and to, among other things, the Properties and all of the Debtors'
Rents, and all leases and licenses of the Properties to secure the
debt owed to GREF on the notes and mortgages. GREF has an overall
allowed claim in the approximate amount of $2,150,000, partially
secured by the Properties and partially unsecured.
In exchange for use of rents by the Debtors, and as adequate
protection for Bayview and GREF's interests therein:
(i) the Debtors will make monthly adequate protection payments
to Bayview and GREF in the amounts set forth on the attached
budgets, commencing Jan. 1 ,2019,, and
(ii) Bayview and GREF are granted replacement liens as
provided in 11 U.S.C. Section 361(2) in all after-acquired Rents
(and any and all other income or proceeds) of the Debtors from its
Properties, and that said liens will be of equal extent and
priority to that which Bayview and GREF enjoyed with regard to the
Rents and the Properties at the time the Debtors filed their
Chapter 11 petitions.
A full-text copy of the Sixth Interim Order is available at
http://bankrupt.com/misc/ctb18-21009-139.pdf
About Bedford Properties
Bedford Properties is the fee simple owner of five six-unit
residential apartment buildings in Hartford, Connecticut having a
total aggregate value of $1.05 million.
Bedford Properties BEH Y, LLC, filed a Chapter 11 petition (Bankr.
D. Conn. Case No. 18-21009) on June 19, 2018. In the petition
signed by Yakov Stiel, member, the Debtor disclosed $1.07 million
in total assets and $4.61 million in total debt. The Debtor is
represented by Gary J. Greene, Esq. of Greene Law, PC.
BEEHIVE TRUCK: Taps Fox Peterson as Accountant
----------------------------------------------
Beehive Truck and Auto, LLC received approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Fox Peterson,
LLC.
The firm will provide accounting services to the Debtor and will be
paid on an hourly basis at these rates:
Staff $75
Manager $125
Partner $175
Fox Peterson is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Tyson Haws
Fox Peterson, LLC
705 N. Lindsay Road
Mesa, AZ 85213
Phone: (480) 898-7640
Fax: (480) 898-7315
E-mail: hello@foxpeterson.com
About Beehive Truck and Auto
Beehive Truck and Auto, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-11882) on Sept.
27, 2018. At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of less than $50,000. The
Debtor tapped Kelly G. Black, PLC, as its legal counsel.
BOWMAN DAIRY: Proposes a Schrader Auction of All Assets
-------------------------------------------------------
Bowman Dairy Farms, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Indiana to authorize the sale of all or
substantially all assets by public auction to be conducted by
Schrader Real Estate and Auction Co., Inc., pursuant to the terms
and conditions of the Exclusive Contract for Sale of Real Estate,
and the Personal Property Auction Agreement.
The objection deadline is Jan. 30, 2019.
The Debtor filed its proposed reorganization plan and accompanying
disclosure statement on Feb. 24, 2018, as subsequently amended.
Due to the current financial distress in the dairy industry and the
depressed prices for corn and soybeans due to the tariffs imposed
in 2017, the Debtor determined that it could not restructure its
businesses pursuant to the proposed plan. The Debtor is in the
process of further amending its plan and disclosure statement to
allow for the structured winddown of its businesses and to
distribute the value to its creditors pursuant to the Bankruptcy
Code. The proposed Auction Contracts will allow the marketplace to
determine the value of its assets for distribution with the
proceeds to be distributed pursuant to the requirements of the
Bankruptcy Code.
On the Petition Date, the Debtor was the sole owner of the
equipment and personal property assets located at 2270 N. C.R. 900
East, Hagerstown, Indiana, and the real estate located in Henry
County and Wayne County, Indiana.
The following parties have filed mortgages and/or UCC-1 financing
statements asserting interests in some or all of the Property: (a)
Beacon Credit Union; (b) Claas Financial Services, LLC; (c) CNH
Capital America, LLC; (d) DLL Finance, LLC; (e) Farm Credit
Services of America, PCA / New Holland Centerville, Inc.; (f) Farm
Credit Services of America, PCA / Apple Farm Service Inc.; (g) Farm
Credit Leasing Services Corp.; (h) Harvest Land Co-Op, Inc.; (i)
Irving Materials, Inc.; (j) Leon Manufacturing Company, Inc.; (k)
The St. Henry Bank; (l) Wells Fargo Financial Leasing, Inc.; and
(m) Wells Fargo Vendor Financial Services, LLC. Nothing in the
Motion is an admission by the Debtor as to the allowance of any
claim or the validity or priority of any lien or mortgage.
On Jan. 7, 2019, the Debtor entered into the Auction Contracts for
the sale of the Property, subject to court approval, via public
auction held by Schrader. he Real Estate will be offered at public
auction on Feb. 15, 2019, at 11:00 a.m., but no later than Feb. 28,
2019, at the Wayne County Fairgrounds, located at 861 N. Salisbury
Road, Richmond, Indiana. The Personal Property will be offered at
public auction on Feb. 12, 2019, at 10:30 a.m., but no later than
February 28, 2019, at the Debtor’s property located at 2270 N.
C.R. 900 East, Hagerstown, Indiana. Online bidding services will
be provided for the auction.
For the reasons set forth, the Debtor submits that no further
marketing (other than Schrader's efforts) or a different bidding
process are necessary. The Auction Contracts provide and the
Debtor intends that the sale of the Property be free and clear of
all liens, encumbrances, claims, and interests with all valid and
enforceable liens attaching to the net proceeds of the sale in the
same extent, validity, and priority as they existed in the Property
as of the Petition Date and distributed by authority granted by
further order of the Court. However, the Real Estate located in
Henry County is subject to a wind lease entered into by the Debtor
and Calpine Wind Holdings, LLC, dated April 18, 2017. The Wind
Lease provides for the division of the lease into separate leases
per parcel.
The Debtor is working to analyze all claims filed as secured
claims, to determine if such claims are valid enforceable claims as
filed, and to file an objection to the claims prior to the auction
if so warranted. If at the time of the auction, a claimant
purporting to hold a secured claim, but whose claim is the subject
of a filed objection and the objection has not been resolved by
order of the Court, the claimant may not submit a credit bid for
any of the Property unless the claimant has filed a Motion for the
Court to estimate the disputed claim for purposes of credit bidding
on the Property and has received a determination from the Court.
If the final allowance of an Estimated Credit Bid Claim is less
than the Estimated Credit Bid Claim, the claimant will pay the
difference in value to the Debtor's estate for distribution first
to any claimants holding allowed secondary liens in accordance with
their priority and secondly to the Debtor’s estate in conformance
with a further order of the Court.
The Debtor asks that the Court orders that the Order approving the
relief sought be effective immediately upon entry to allow it to
timely and expeditiously consummate the proposed transaction.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Bowman_Dairy_269_Sales.pdf
About Bowman Dairy Farms
Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana.
Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 17-06475) on Aug. 27, 2017. In the petition signed by
Trent N. Bowman, its member, the Debtor estimated assets and
liabilities at $10 million to $50 million. The Debtor hired Terry
Hall Law PC, as counsel.
BROOKSTONE HOLDINGS: Unsecureds to Get 16.4-22.5% Under Plan
------------------------------------------------------------
Brookstone Holdings Corp., Brookstone, Inc., Brookstone Company,
Inc., Brookstone Retail Puerto Rico, Inc., Brookstone International
Holdings, Inc., Brookstone Purchasing, Inc., Brookstone Stores,
Inc., Big Blue Audio LLC, Brookstone Holdings, Inc., and Brookstone
Properties, Inc., filed a Chapter 11 plan of liquidation and
accompanying disclosure statement.
Class 3 - General Unsecured Claims are impaired with recovery
around 16.4-22.5%. Each Holder of an Allowed Class 3 Claim shall
receive its Pro Rata share of the Liquidating Trust Interests in
accordance with Article IV.C.2 of the Plan on account of such
Holder's General Unsecured Claim(s) against the Debtors, which
shall entitle such holder to distributions from the Liquidating
Trust as and to the extent set forth in the Plan and the
Liquidating Trust Agreement.
Class 4 - Existing Equity Interests in Brookstone Subsidiaries are
impaired. On the Effective Date or as soon as reasonably
practicable thereafter, all Existing Equity Interests shall be
cancelled and extinguished. Holders of Existing Equity Interests in
the Brookstone Subsidiaries shall not receive any distribution or
retain any property pursuant to the Plan.
Class 5 - Existing Equity Interests in Brookstone Parent are
impaired. On the Effective Date or as soon as reasonably
practicable thereafter, all Existing Equity Interests in Brookstone
Parent shall be cancelled and extinguished. Holders of Existing
Equity Interests in Brookstone Parent shall not receive any
distribution or retain any property pursuant to the Plan.
The Debtors, in consultation with the Committee, analyzed, inter
alia, the Debtors' books and records, intercompany accounting
practices, corporate structure, shared staff and services,
financial reporting, and cash management practices. Based on that
analysis, the Plan contemplates and is predicated upon entry of an
Order substantively consolidating the Debtors' Estates and the
Chapter 11 Cases as set forth below. Entry of the Confirmation
Order shall constitute the approval, pursuant to section 105(a) of
the Bankruptcy Code, effective as of the Effective Date, of the
substantive consolidation of the Debtors for voting, confirmation,
and distribution purposes under the Plan. Solely for such purposes,
on and after the Effective Date, (i) all assets and all liabilities
of the Debtors shall be deemed merged into Brookstone Parent, (ii)
all guaranties of any Debtor of the payment, performance, or
collection of obligations of another Debtor shall be eliminated and
cancelled, (iii) any obligation of any Debtor and all guaranties
thereof executed by one or more of the other Debtors shall be
treated as a single obligation, and such guaranties shall be deemed
a single Claim against the consolidated Debtors, (iv) all joint
obligations of two or more Debtors and all multiple Claims against
such entities on account of such joint obligations shall be treated
and allowed only as a single Claim against the consolidated
Debtors, and (v) each Claim filed in the Chapter 11 Case of any
Debtor shall be deemed filed against the consolidated Debtors and a
single obligation of the consolidated Debtors on and after the
Effective Date. Upon the Effective Date, all Intercompany Claims
shall be cancelled and extinguished. Holders of Intercompany Claims
shall not receive any distribution or retain any property pursuant
to the Plan.
A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at:
http://bankrupt.com/misc/deb19-1811780BLS.pdf
About Brookstone Holdings
Founded in 1965, Brookstone Holdings Corp. is a U.S.-based product
developer and retailer of wellness, entertainment, and travel
products that are fun to discover, smart to use and beautiful in
design. Brookstone products are available at its 35 retail
locations in airports throughout the U.S., online at Brookstone.com
and through select premium retailers worldwide.
Brookstone Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-11780) on Aug. 2, 2018.
In the petitions signed by Stephen A. Gould, secretary, the Debtors
estimated assets of $50 million to $100 million and liabilities of
$100 million to $500 million.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Gibson, Dunn & Crutcher LLP as their bankruptcy
counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel;
Berkeley Research Group, LLC as financial advisor; GLC Advisors &
Co. as investment banker; and Omni Management Group, Inc., as
administrative agent.
CAJ SOUTHWAY: Feb. 21 Plan Confirmation Hearing
-----------------------------------------------
The Amended Disclosure Statement explaining CAJ Southway Plaza,
LLC's first amended plan of reorganization is approved.
The hearing on confirmation of the Amended Plan and any objections
to confirmation will be held on February 21, 2019 at 11 a.m. before
the Honorable Joan N. Feeney, J. W. McCormack Post Office and
Court House, 5 Post Office Square, Suite 1000, Boston, MA 02109.
Objections to confirmation of the Amended Plan must be in writing,
must state with particularity the grounds for such objection, and
must filed with this Bankruptcy Court on or before February 19,
2019 at 4:30 p.m.
The Amended Plan disclosed additional details regarding the
purchase of the Southway Plaza.
It was always the Debtor's intention to refinance the Property, and
use personal funds, to repay RIA LLC in full. Joanne Lucas and her
family have decided that, in lieu of a refinancing, the Debtor
would sell the Property to Lykos Properties, LLC, whose members
will be Ms. Lucas's son, Aristides G. Kappatos and Angelo Giotis.
Lykos will purchase the property with proceeds from the following:
(a) a loan in the principal amount of $8 million from Harbor One
Bank; (b) a capital infusion from Mr. Giotis in an amount up to
$1,000,000; and (c) a capital infusion from the Lucas/Kappatos
family in an amount up to $700,000. The remainder of the purchase
price will be a gift of equity from Ms. Lucas. Lykos also intends
to contract with Associated Energy Development for the installation
of solar panels on the Property, but does not anticipate needing
those funds for the Plan.
Class 4 is comprised of all holders of Allowed general unsecured
claims against the Debtor. This class includes trade claims owed by
the Debtor and any portion of a claim of a taxing authority not
entitled to treatment as secured or priority claim. The Debtor
estimates that there will be approximately $67,000.00 in allowed
Class 4 claimants. Based upon the estimated amount of Allowed Class
4 claimants and the anticipated collection of the Collected
Proceeds, it is estimated that each holder of an Allowed Class 4
Claim shall be paid, in full settlement and satisfaction of such
Claim, 100 percent of such Allowed Claim, in cash on the Effective
Date, unless a different treatment is agreed to by the creditor.
A full-text copy of the Disclosure Statement dated December 26,
2018, is available at:
http://bankrupt.com/misc/mab18-1812631-862.pdf
About CAJ Southway Plaza
CAJ Southway Plaza, LLC, is a single asset real estate limited
liability company that owns and operates Southway Plaza, a
106,000-square-foot retail shopping center located at 340-400 Rhode
Island Boulevard, Fall River, Massachusetts.
CAJ Southway Plaza sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-12631) on July 10,
2018. At the time of the filing, the Debtor estimated assets of
$1,000,001 to $10 million and liabilities of $1 million to $10
million. Judge Joan N. Feeney oversees the case. Madoff & Khoury
LLP is the Debtor's counsel.
CAMPUS EDGE: Seeks to Hire Action Management as Property Manager
----------------------------------------------------------------
Campus Edge Condominium Association, Inc., seeks approval from the
U.S. Bankruptcy Court for the Northern District of Florida to hire
Action Management of Gainesville, Inc. as property manager.
The firm will manage the day-to-day operations of the Debtor's
condominium complex, help maintain the property, and collect
assessments. The property is located at 2360 SW Archer Road,
Gainesville, Florida.
Action Management will be paid a management fee of $10 per unit or
$2,680 per month.
Jeffrey Sausaman, president of Action Management, disclosed in a
court filing that his firm does not represent any interest adverse
to the Debtor's bankruptcy estate.
The firm can be reached through:
Jeffrey Sausaman
Action Management of Gainesville, Inc.
6110-B NW 1st Place
Gainesville, FL 32607
Tel: (352) 331-1133
Fax: (352) 331-4066
Email: actionpropman@gmail.com
About Campus Edge Condominium Association
Campus Edge Condominium Association sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-10011) on
Jan. 14, 2019. At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of the same range.
Thames Markey & Heekin, P.A., led by Richard R. Thames, serves as
counsel to the Debtor, and Action Management of Gainesville, Inc.
as property manager.
CAMPUS EDGE: Seeks to Hire Thames Markey as Legal Counsel
---------------------------------------------------------
Campus Edge Condominium Association, Inc., seeks approval from the
U.S. Bankruptcy Court for the Northern District of Florida to hire
Thames Markey & Heekin, P.A. as its legal counsel.
The firm will assist the Debtor in the preparation and
implementation of a plan of reorganization and will provide legal
services related to its Chapter 11 case.
Thames Markey's hourly rates range from $95 to $465.
Richard Thames, Esq., managing partner at Thames Markey, disclosed
in a court filing that he and his firm do not hold any interest
adverse to the Debtor's, bankruptcy estate, creditors and equity
security holders.
Thames Markey can be reached through:
Richard R. Thames, Esq.
Thames Markey & Heekin, P.A.
50 North Laura Street, Suite 1600
Jacksonville, FL 32202
Phone: (904) 358-4000
E-mail: rrt@tmhlaw.net
About Campus Edge Condominium Association
Campus Edge Condominium Association sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-10011) on
Jan. 14, 2019. At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of the same range.
Thames Markey & Heekin, P.A., led by Richard R. Thames, serves as
counsel to the Debtor, and Action Management of Gainesville, Inc.
as property manager.
CAPITOL CITY: Unsecured Creditors to Recoup $940K Under Plan
------------------------------------------------------------
Capitol City Brewing Company, L.C., and the Official Committee of
Unsecured Creditors appointed in its bankruptcy case filed a Joint
Chapter 11 Plan of Reorganization and accompanying disclosure
statement.
Class 2 - Allowed Unsecured Claims are impaired with estimated
recovery of $940,000. Each holder of an Allowed Class 2 Claim shall
be paid as follows: (i) 7.5% of the Allowed Class 2 Claim, on the
later of thirty (30) days after Plan Confirmation, or thirty (30)
days after such claim becomes an Allowed Class 2 Claim, and
thereafter, each holder of an Allowed Class 2 claim shall be paid
its proportionate share of Available Cash for each six (6) month
period commencing thirty (30) days after Plan Confirmation, and
continuing through March 31, 2023, or (ii) upon such other less
favorable terms as may be agreed to by the holder of such Allowed
Unsecured Claim and the Reorganized Debtor.
Class 3 - Deferred Compensation to Urban Adventures of Washington,
DC, Inc. as manager of the Debtor are impaired. Prior to the filing
of the Petition instituting this case, Urban Adventures of
Washington, DC, agreed to defer payment of one half of its
management fee of 3.7% of Gross Sales Revenue established pursuant
to a Management and Licensing Agreement dated January 1, 2001.
Effective October 1, 2017, one half of the management fee was
deferred such that 1.85% of gross revenues was currently paid and
payable, and the balance was deferred. The post-petition portion of
the deferred management fee would have been payable as an
administrative expense. The Plan involves the permanent reduction
of the payment to Urban Adventures of Washington, DC of only 1.85%
from October 1, 2017, in exchange for the allowance to the Equity
Interests of distribution of any remaining Available Cash after
payment of allowed administrative expenses and the completion of
distributions to holders of Class 1 and Class 2 claims as provided
in the Plan. No distribution will be paid to Class 3.
The Plan will be funded by Available Cash from the operations of
the Debtor's business, and from the recovery of an avoidable
transfer to Urban Adventures of Washington, DC. The Debtor has
reserved $360,000 of these funds for the payment of Allowed Class 1
Claims, an initial payment on Allowed Class 2 Claims, and other
payment obligations under the Plan, including administrative
expenses.
A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at https://tinyurl.com/ydyg2vgz from PacerMonitor.com
at no charge.
About Capitol City Brewing Company
Capitol City Brewing Company, L.C., is a brewpub in Washington,
D.C., which offers local brews that represent beer styles from
around the world.
Capitol City Brewing Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.D.C. Case No. 18-00161) on March 14,
2018. In the petition signed by David Von Storch, president of the
Debtor's manager Urban Adventures Companies Inc., the Debtor
estimated assets and liabilities of less than $1 million.
Judge S. Martin Teel, Jr., presides over the case. The Debtor
tapped Goldman & Van Beek, P.C. as its legal counsel.
CHINA FISHERY: Court Junks Bid to Intervene in Trustee Suit vs HSBC
-------------------------------------------------------------------
Bankruptcy Judge James L. Garrity, Jr. issued an order denying the
motion of China Fishery Group Limited (Cayman) to intervene in the
Trustee's HSBC adversary proceeding captioned William A. Brandt,
Jr., as Trustee of CFG Peru Investments Pte. Ltd. (Singapore)
Plaintiff, v. The Hongkong and Shanghai Banking Corporation
Limited, Defendant, Adv. Pro. No. 18-01575-JLG (Bankr. S.D.N.Y.).
In the adversary proceeding, William A. Brandt, Jr., as the chapter
11 trustee of CFG Peru Investments Pte. Ltd. (Singapore) is seeking
to recover damages from The Hongkong and Shanghai Banking
Corporation Limited ("HSBC") that CFG Peru allegedly suffered by
reason of actions taken by HSBC in enforcing its rights against
China Fishery Group Limited (Cayman) ("CFGL") and China Fisheries
International Limited (Samoa) ("CFIL"), as borrowers and/or
guarantors under that certain Club Facility CFGL filed a motion
pursuant to Rule 24 of the Federal Rules of Civil Procedure to
intervene in the adversary proceeding. The Trustee and HSBC object
to the Motion.
By the motion, CFGL seeks to intervene in this action, and join in
and adopt the claims asserted by the Trustee in the Complaint. It
contends that as an indirect 100% shareholder of CFG Peru, and
therefore the Peruvian OpCos, it stands in the same position as the
Trustee. It maintains that since its revenue was derived primarily
from the Peruvian Business, and it is a joint and several obligor
under the Club Facility, it was significantly harmed by the damages
inflicted on the Peruvian Business by HSBC. CFGL argues that it can
intervene in the Adversary Proceeding as of right pursuant to
Federal Rule 24(a)(1), because it is a "party in interest" under
section 1109(b) of the Bankruptcy Code and, in any event, satisfies
the requirements for mandatory intervention under Federal Rule
24(a)(2). Alternatively, CFGL asserts that because CFGL's claims
against HSBC arise from the same facts and circumstances asserted
in the Trustee's Complaint, it should be permitted to intervene
pursuant to Federal Rule 24(b)(1)(B). Finally, CFGL requests that
the Court dispense with the requirement for the filing of a
separate complaint under Federal Rule 24(c). CFGL asserts that in
contrast to a "typical" motion to intervene in a pending
litigation, it is "not looking to assert new claims against HSBC,"
but rather "seeks only to join and adopt the claims asserted in the
Trustee's Complaint as against HSBC." It maintains that given the
"unique circumstances" of the adversary proceeding, it is
"unnecessary for [it] to file a separate pleading at this time."
The Court is not persuaded by CFGL’s contentions. First, as an
indirect shareholder, CFGL, in effect, concedes that any stake it
may have in the outcome of the Adversary Proceeding is, as a
factual and structural matter, conditional and indirect. The
outcome of the litigation may have no impact at all on CFGL and the
other Debtors who are above CFGL in the capital structure if
recoveries to creditors of the Peruvian Opcos do not leave any
residual value to be upstreamed to CFG Peru's equity holders.
Second, that CFGL was one of the entities over which the JPLs were
appointed does not, without more, give rise to a direct pecuniary
interest in the claims asserted against HSBC, and to be sure, CFGL
did not and could not articulate any such nexus. Finally, CFGL's
contention that it was "directly damaged" by HSBC's actions plainly
contradicts its repeated statements and position that it is "not
looking to assert new claims against HSBC” but rather seeks to
"join and adopt all claims asserted by the Trustee in the Trustee
Complaint." Instead, it is clear from the record of these cases and
the parties' pleadings that CFGL's interest in the adversary
proceeding is indirect at best, and simply too inchoate to
constitute a "sufficient stake" for purposes of being designated a
"party-in-interest" under section 1109(b) of the Bankruptcy Code.
Accordingly, CFGL cannot intervene in this adversary proceeding as
of right under Federal Rule 24(a)(1).
A copy of the Court's Memorandum Decision dated Dec. 27, 2018 is
available at https://bit.ly/2MmO7lL from Leagle.com.
William A Brandt, Jr., Plaintiff, represented by Lisa Laukitis --
lisa.laukitis@skadden.com -- Skadden, Arps, Slate, Meagher & Flom
LLP.
William A Brandt, Jr. Plaintiff, represented by James C. Tecce --
jamestecce@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan,
LLP.
The Hongkong and Shanghai Banking Corporation Limited, Defendant,
represented by Elliot Moskowitz -- elliot.moskowitz@davispolk.com
-- Davis Polk & Wardwell LLP.
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.
In the petition signed by CEO Ng Puay Yee, China Fishery Group
estimated its assets at $500 million to $1 billion and debt at $10
million to $50 million.
The cases are assigned to Judge James L. Garrity Jr.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP, as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as
special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CHURNEY'S REAL ESTATE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on Jan. 18 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Churney's Real Estate, Ltd.
About Churney's Real Estate Ltd.
Churney's Real Estate, Ltd., is a lessor of real estate that owns
four properties in Warrensville Heights, Ohio, which have a total
value of $1.28 million.
Churney's Real Estate sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-17270) on Dec. 7,
2018. At the time of the filing, the Debtor disclosed $1,295,848
in assets and $1,572,667 in liabilities. The case has been
assigned to Judge Jessica E. Price Smith. Forbes Law LLC is the
Debtor's counsel.
CIP INVESTMENT: Seeks to Hire Kreamer Kincaid as Counsel
--------------------------------------------------------
CIP Investment Properties, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Kansas to hire Kreamer,
Kincaid, Taylor, Lipsman, Arney, Wait & Bottaro, L.C. as its legal
counsel.
The firm, through its lawyer Kevin Wait, Esq., will assist the
Debtor in negotiating and finalizing a contract to sell its primary
asset.
Mr. Wait will charge an hourly fee of $240 for his services.
Mr. Wait disclosed in a court filing that the firm and its
attorneys are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
Kreamer Kincaid can be reached through:
Kevin D. Wait, Esq.
Kreamer, Kincaid, Taylor, Lipsman
Arney, Wait & Bottaro, L.C.
7450 West 130th Street, Suite 140
Overland Park, KS 66213
Direct Line: 913-210-8356
Email: KWait@hrkklaw.com
About CIP Investment
CIP Investment Properties, LLC, a Single Asset Real Estate company
as defined in 11 U.S.C. Section 101(51B), owns an office building
located at East Thorn Drive, Wichita, Kansas.
The Company previously filed for bankruptcy protection (Bankr. D.
Kan. Case No. 12-21952) on July 17, 2012.
CIP Investment Properties again filed a Chapter 11 petition (Bankr.
D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In
the petition signed by David F. Hoff, president/managing member,
the Debtor estimated assets of $10 million to $50 million and debts
of $10 million to $10 million. Bradley D. McCormack, Esq., at The
Sadler Law Firm, is the Debtor's bankruptcy counsel.
CLAYTON LOGOMASINI: Lacey Buying Weldon Springs Property for $325K
------------------------------------------------------------------
Clayton Logomasini asks the U.S. Bankruptcy Court for the Eastern
District of Missouri to authorize the sale of the 107 Rathfarnum,
LLC's real property commonly known as 107 Rathfarnum Drive, Weldon
Springs, Missouri, to Lauren Lacey, pursuant to their Residential
Sale Contract, for $325,000.
A hearing on the Motion is set for Jan. 29, 2019 at 10:00 a.m.
(CT). The objection deadline is Jan. 22, 2019 at 4:00 p.m. (CT).
The Property is owned by the Selling Entity, a wholly-owned
subsidiary of James Capital Investments, LP, ("JCI"). The Debtor
is the limited partner of JCI, and a 50% owner of the general
partner, Highland Management Group, LLC.
While the Debtor is not the direct owner or selling entity of the
Property, his estate does have an indirect interest, and is
essential to the consummation of the proposed sale. Out of an
abundance of caution, the Debtor asks approval of the Court to act
and to provide for a sale of the Property, as requested.
The Selling Entity has engaged a local real estate agent to market
the Property, and has engaged in discussions and negotiations with
interested parties, one of which ultimately executed the Purchase
Agreement to purchase the Property.
The Debtor believes that the Sale would generate value for its
estate by the affiliated non-debtor company and the Debtor, selling
their interests in the Property, and that entry of the Proposed
Order is essential in order to achieve these benefits. Moreover,
the Debtor and the Selling Entity believe that the Sale closing
must move forward in order to preserve the terms of the Purchase
Agreement.
The estimated market value of the Property, as reported on the real
estate website Zillow, (as of Jan. 4, 2019), is $279,987, ($50,000
less than the gross contract sale price). The Purchaser has no
prior relationship with the Debtor or the Selling Entity. It is
unlikely that another purchaser for the Property could be found in
the near term on similarly favorable terms. The Debtor has
therefore concluded, in the exercise of its sound business
judgment, that the Sale is fair and reasonable, and that the Sale
is in the best interest of the Selling Entity, the Debtor, and the
Debtor's estate and creditors.
The principal terms of the Purchase Agreement are:
a. Seller: 107 Rathfarnum, LLC
b. Purchaser: Lauren Lacey
c. Sale/Purchase Price: $325,000
d. Earnest Money Deposit: $2,500
e. Real Estate Commission: The Selling Entity will pay a real
estate commission of 3% of the contract price to Real Estate Riches
and all fees associated with the closing.
f. Closing and Possession: The Closing will be completed as
soon as possible after entry of an order approving the sale.
However, by agreement of the parties, and as an enticement to the
Purchase, Purchaser may begin to move in 7 days prior, with the
understanding that if an order approving the Sale will not be
entered, she will promptly return possession to the Selling Entity.
g. Conditions to Closing: The Purchaser and the Selling Entity
agree that the Purchase Agreement and the Selling Entity's
obligation to close are subject to the Bankruptcy Court's approval.
The Purchase Agreement is contingent on the Purchaser obtaining a
new mortgage.
h. The sale of the Property will be free and clear of any and
all liens, claims and encumbrances.
The Debtor and the Selling Entity desire to close the Sale of the
Property as soon as is practicable to allow the Selling Entity to
realize the proceeds of the Sale and to preserve any value for the
Debtor's estate. Accordingly, the Debtor asks that the Court
waives the 14-day stay under Bankruptcy Rules 6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Clayton_Logomasini_81_Sales.pdf
Counsel for the Debtor:
Richard W. Engel, Jr., Esq.
Erin M. Edelman, Esq.
ARMSTRONG TEASDALE LLP
7700 Forsyth Boulevard, Suite 1800
St. Louis, MO 63105
Telephone: (314) 621-5070
Facsimile: (314) 621-2239
E-mail: rengel@armstrongteasdale.com
eedelman@armstrongteasdale.com
Clayton Logomasini sought Chapter 11 protection (Bankr. E.D. Mo.
Case No. 18-44312) on July 6, 2018. The Debtor is operating and
managing his properties as a debtor in possession pursuant to
Sections 1107(a) and 1108 of the Bankruptcy Code. The Debtor
tapped Armstrong Teasdale LLP as counsel.
COMPLETION INDUSTRIAL: Selling 7.5-Acre Parcel for $115K
--------------------------------------------------------
Completion Industrial Minerals, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Texas to authorize the private sale of
a 7.5 acre parcel that includes the Polish Road Farm residence for
at least $115,000.
The objection deadline is Jan. 29, 2019.
CIM has been actively seeking to recapitalize and/or sell its
assets both before and after the inception of the case in August
2017. At the outset of the bankruptcy case, those assets consisted
of the following: (a) a frac sand processing facility located on an
approximately 50-acre industrial site in Marshfield, Wisconsin; (b)
equipment comprising or which was used in the operation of the frac
sand processing facility; (c) rolling stock used by CIM in its
operations of its frac sand processing operations; and (d)
approximately 197 acres of rural real property improved in one
portion of that property by a residence and related outbuildings
("Polish Road Farm") intended by CIM to provide sand reserves for
its operations.
In mid-2018, CIM negotiated to sell its frac sand equipment and
related personal property comprising its frac sand processing plant
(but excluding the actual industrial site where CIM had conducted
its operations) for the gross price of $5 million. Although CIM
had been more favorably disposed to the sale of its assets in their
entirety, CIM determined that the proposed sale of just its plant
equipment for the gross $5 million price represented the best
opportunity for CIM to maximize recoveries from the sale of its
assets. Accordingly, CIM subsequently obtained bankruptcy court
approval for and consummated the plant equipment sale.
Following the sale of its plant equipment, CIM continued to market
its other assets to potential purchasers. Regarding the Polish
Road Farm, CIM has, with bankruptcy court approval, engaged a local
real property brokerage firm to provide CIM with advice regarding
marketing and selling that property. Based on the advice of its
real estate broker, CIM listed the Polish Road Farm in the
following separate parcels: (a) the Residential Property; and (b)
the remaining unimproved portion of the Polish Road Farm ("Farm
Property"). Based on the advice of its real estate broker, CIM
listed the Residential Property for $115,000 and invited offers
that would include additional adjoining acreage.
Since initiating the listing, CIM has received several offers for
the Residential Property equal to or exceeding the $115,000 listing
price, with those offers varying to some degree by purchaser with
respect to the total gross purchase price, the range of closing
dates, the amount of acreage sought, the amount of earnest money
deposit to be posted, and the pre-conditions for closing a sale.
CIM also expects to receive additional offers over the coming days
and weeks, some of which may be competitive with the existing
offers received.
To permit CIM the flexibility to negotiate with multiple potential
purchasers and to determine which offer is the highest and best
offer and which offers may be acceptable possible back-up offers
for the sale of the Residential Property based on commercial
considerations including (i) price, (ii) ability to close; (iii)
timing of any potential closing; and (iv) other terms and
conditions of any offer made to CIM, CIM requests that it be
granted the discretion and authority to negotiate and consummate a
sale of the Residential Property under these terms and conditions
without having to obtain additional authority from the Court:
a. The gross sales price for the Residential Property will be
at least $115,000;
b. The price attributable to any adjoining real property to be
sold as part of the Residential Property in excess of the listed
7.5 acreage parcel will be for an amount equal to at least
$3,000/acre in excess of the Minimum Price; and
c. The Purchaser will not be an insider or affiliate of CIM or
its officers, directors or members and will be an arms-length
transaction.
CIM requests that the Court, after notice and an opportunity for
hearing, enters an order authorizing it to sell the Residential
Property in accordance with and under the Sale Terms and
Conditions. It further asks that it be granted any and all other
relief to which it may be entitled.
About Completion Industrial Minerals
Completion Industrial Minerals, LLC -- http://www.ciminerals.com/
-- is a producer of northern alpha quartz proppants. It is a
full-service provider of products and services from the quarry to
the rail head at destination.
Completion Industrial Minerals sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-43208) on Aug.
1, 2017. In the petition signed by Thomas Giordani, its president,
the Debtor estimated assets and liabilities of $1 million to $10
million. Judge Russell F. Nelms presides over the case. Fishman
Jackson Ronquillo PLLC is the Debtor's counsel.
* * *
Completion Industrial Minerals has moved for appointment of a
Chapter 11 trustee to take over management of the estate. CIM says
it does not have the cash resources to fund continued operations
and its current management does not have particular expertise in
bankruptcy restructuring matters.
CORETECH INDUSTRIES: SMS Buying All Assets for $550K
----------------------------------------------------
About CoreTech Industries, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas to authorize the sale of all assets
to SMS group, Inc. for $550,000.
The Debtor's principal owner, Richard Arn, was seeking to sell the
business. The Debtor currently operates out of a building at 8300
S Central Expressway which it leases from Turner Machinery, Inc.
The lease on the building has terminated and the Debtor is
currently operating on a month to month tenancy. The business
operations have slowed and the Debtor is unable to maintain
business at a profitable level.
After marketing the business over the past year, the Debtor has
received a Asset Purchase Agreement to purchase the assets of the
Debtor from SMS. Before a sale could be consummated, the landlord
locked the Debtor out of the premises causing the Debtor to file
its voluntary petition under Chapter 11 on Dec. 19, 2018.
The Debtor proposes to sell all the assets of the Debtor to SMS, or
its designee or assignee, in accordance with the terms and
conditions of the Asset Purchase Agreement. The Debtor would show
that the sale is necessary and for the benefit of the creditors in
that the proposed sale price is sufficient to pay all secured and
priority creditors and should provide a dividend to unsecured
creditors. The Debtor is currently not in a position to maintain
operations, especially since the lease on the facility has expired.
The cost of removing and relocating the property is prohibitive.
Subject to the Court's approval, the Debtor now desires to sell the
Property, free and clear of all liens, claims and encumbrances
(save and except the lien and collateral rights of the 2018 ad
valorem taxes which have accrued), to SMS. SMS has agreed to
purchase from the Debtor all of the bankruptcy estate' interest in
the Property as set forth in the Asset Purchase Agreement.
Currently the following parties hold liens against the Property:
(i) Veritex Bank - $349,197; (ii) Blue Bidge Capital - $21,802;
(iii) Navitas Leasing - $60,175; and (iv) Pacific Leasing -
$68,908.
Any liens, claims, and encumbrances on the Property will attach to
the proceeds of the sale of the Property. Other usual and
customary closing costs will be paid by the SMS.
The year of closing ad valorem tax lien will be expressly retained
on the Property until payment by the SMS of the year of closing
taxes, plus any penalties or interest which may ultimately accrue
thereon, in the ordinary course of business.
The Debtor anticipated administrative Expenses will be only United
States Trustee fees of $4,850 and fees for Debtor’s Counsel of no
more than $10,000. The sale proceeds will be $550,000. The Debtor
has approximately $500,802 in secured debt and approximately
$240,000 of non insider unsecured claims. There is no
compensation to any officer or director of the Debtor pending
approval of the sale.
The Debtor asks that the Court specifically orders that the
provisions of Bankruptcy Rule 6004(h) do not apply to any order
approving the sale of the Property.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/CoreTech_Industries_13_Sales.pdf
The Purchaser:
SMS GROUP, INC.
100 Sandusky Street
Pittsburgh, PA 15212-5852
Attn: Peter Fernie
Vice President & CFO
E-mail: peter.fernie@sms-group.com
The Purchaser is represented by:
COHEN & GRIGSBY, P.C.
625 Liberty Avenue, 5th Floor
Pittsburgh, PA 15222
Attn: Christopher Myers, Esq.
E-mail: cmyers@cohenlaw.com
Counsel for Debtor:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road
Suite 1100
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
E-mail: eric@ealpc.com
About CoreTech Industries
CoreTech Industries, LLC, is a machine shop located at 8300 S
Central Expressway in Dallas, Texas. Its principal owner is
Richard Arn.
CoreTech Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-34196) on Dec. 18, 2018. In the petition signed
by Richard Arn, Managing Member, the Debtor estimated assets and
liabilities in the range of $500,001 to $1 million. The Debtors
tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as
counsel.
COURTSIDE CONDOMINIUMS: Rental Income to Fund Plan Payments
-----------------------------------------------------------
Courtside Condominiums, L.C., proposed a Plan of Reorganization and
filed an accompanying disclosure statement.
Class 1. (Secured Claim of SSFCU, under the SSFCU Note). The
secured, disputed Claim of SSFCU will continue to be secured by the
SSFCU Trust Deed lien against the Courtside Property and will be
paid under either "Alternative A" or "Alternative B." Alternative
A is the Company's first choice, and the objection process
described in Alternative A will be pursued until a final Court
ruling has been made on the objection. If the Court ruling is not
in favor of the Company on the objection, then the Plan will
proceed on the terms set forth in Alternative B.
Class 2. (Unsecured Claims - Group 1). Conte has agreed to pay the
Unsecured Claims - Group 1 under the Brinton-Conte Settlement
Agreement. The Company will not make any payments on those claims
under the Plan.
Class 3. (Unsecured Claims - Group 2). The Unsecured Claims - Group
2, will be paid by the Company within thirty (30) days after the
Effective Date.
Class 4. (The Unsecured Claim of the Internal Revenue Service). The
Company will be filing an objection to the Claim of the Internal
Revenue Service. It is a claim for $1,000 as a penalty for the
alleged failure to file tax returns for the Company.
Class 5. (The Claims of ZibalStar and Brinton). ZibalStar and
Brinton filed Secured Claims of $4,544,722.04 each in this Case.
Under the Plan, they will receive nothing for their claims. Because
their interests are now fully aligned with those of the Company,
they will agree they will receive nothing for their Secured Claims
and they will no longer assert any secured interest against the
Courtside Property and will no longer assert any claims against the
Company.
Class 6. (The Claims of Tenants). The Claims of the Persons
occupying units as tenants in the Courtside Property will be dealt
with under the Plan according to the terms of the rental agreements
with the Tenants.
Class 7. (Owner Interest). The Owner Interest of The Sugarhouse
Trust in the Company will remain as it is now, with no change
caused by the Confirmation of the Plan.
The Company will continue to operate the Courtside Property as an
apartment complex after Confirmation of the Plan. The rental income
from the operation of the Courtside Property and its value as an
income-producing property are sufficient to meet all of the
financial obligations of the Company under the Plan, so the
continued operation of the Courtside Property will provide the
means for successful execution of the Plan.
A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at https://tinyurl.com/y7kp4sgt from PacerMonitor.com
at no charge.
About Courtside Condominiums
Courtside Condominiums, L.C., owns an apartment complex in West
Orem, Utah.
Courtside Condominiums filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bank. D. Utah Case No. 18-24074) on June 1,
2018. In the petition signed by Robert Conte, managing member, the
Debtor estimated $10 million to $50 million in assets and
liabilities. The Hon. Kevin R. Anderson is the case judge. Holland
& Hart LLP, led by Ellen E. Ostrow, and Stoker & Swinton, serve as
counsel to the Debtor.
DAVID CEBERT: Proposes Sale of Interest in Vehicles
---------------------------------------------------
David D. Cebert and Coral Rene' Cebert ask the U.S. Bankruptcy
Court for the Eastern District of Washington to authorize the sale
of their interest in a 1968 Ford Country Sedan, 1953 Packard
Carribean, and 1999 Jaguar VDP.
The Debtors are proposing that a minimum sales price which each of
the vehicles will not be sold without further notice to creditors
be fixed. They're also proposing that they pay out of pocket up to
$16,000 to complete the restoration and assembly of the 1953
Packard vehicle and be reimbursed upon sale. Further, the Debtors
are proposing that they pay, without reimbursement, the cost to
advertise the sales such that no sales costs or commission will
come out of the gross proceeds of sale, except for fees charged by
websites, if applicable, for sales transactions. Lastly, the
Debtors propose that the gross proceeds of sale, less the
eimbursement referred to above, will be deposited in their estate
account and not removed without further Order of Court.
Counsel for the Debtors:
Dan O'Rourke, Esq.,
SOUTHWELL & OROURKE
960 Paulsen Center
W. 421 Riverside Avenue
Spokane, WA 99201
Telephone: (509) 624-0159
E-mail: dorourke@southwellorourke.com
David D. Cebert and Coral Rene' Cebert sought Chapter 11 protection
(Bankr. E.D. Wash. Case No. 18-02224) on Aug. 10, 2018. The
Debtors tapped Dan O'Rourke, Esq., at Southwell & Orourke, as
counsel.
DAVID'S BRIDAL: Successfully Emerges from Chapter 11 Bankruptcy
---------------------------------------------------------------
David's Bridal, the nation's leading bridal and special occasion
authority, has successfully completed its financial restructuring
and emerged from Chapter 11 bankruptcy. With a substantially
stronger balance sheet and a clear strategy for the future, David's
Bridal is poised for long-term growth.
"I am excited to announce that we have successfully emerged from
Chapter 11 bankruptcy on an accelerated timeline thanks to the
tireless efforts of our team and our new owners' confidence in the
future of our company," said Scott Key, Chief Executive Officer of
David's Bridal. "Throughout this process, we fully delivered on our
promise to our customers: dresses arrived on time, stores remained
open, and as a company we continued to deliver service worthy of
five stars. We look forward to building on the success our brand
has established over the past 60 years."
Here is just some of what brides can expect from David's Bridal in
2019:
Lower Prices on Best Sellers: David's has been listening and heard
from brides that affordable prices are more important than ever. In
response, the Company is excited to re-introduce favorite styles at
a new lower price.
New Dresses in Sizes 0-30: The Company has expanded its assortment
of contemporary styles and made them available to try on in a range
of sizes. The buying and design teams have spent months perfecting
the collections brides will see from David's Bridal in 2019. They
are priced right, high quality and ethically sourced.
Free Wedding Registry: Blueprint Registry is the best online
registry for all occasions, and it's free. Features like helpful
guides to determine what you need by room, cash and group gifting,
and the ability to add items from any website make the registry
process easier for brides and their guests.
Expanded Choices Online: The David's Bridal online store now has an
expanded assortment in bridesmaids, special occasion dresses and
more, so customers can find exactly what they are looking for 24
hours a day, 7 days a week.
Engaging Store Events: David's is hosting special events with top
wedding experts in stores nationwide designed to make wedding
planning easier.
p>Mr. Key concluded, "With renewed focus on our thriving
business, the David's Bridal team is ready to execute on our
strategy and to delight our customers in 2019 and beyond."
About David's Bridal
David's Bridal -- http://www.davidsbridal.com/-- is an
international bridal retailer and the largest U.S. destination for
bridal gowns, wedding-related apparel, social occasion apparel,
accessories and services. For over 60 years, the Company has
remained the most iconic bridal destination, with approximately
one-third of brides in the United States wearing a David's Bridal
gown. The Company operated 311 stores, including 296 stores in 49
states in the United States, eleven stores in Canada, and four
stores in the United Kingdom. Additionally, there are two
franchised stores in Mexico.
On Nov. 19, 2018, David's Bridal, Inc., and its three affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-12635).
The Honorable Laurie Selber Silverstein is the case judge.
Debevoise & Plimpton LLP is serving as the Company's legal advisor,
Evercore LLC is serving as its financial advisor and AlixPartners
LLP is serving as its restructuring advisor. Young Conaway
Stargatt & Taylor, LLP, is the local counsel. Donlin Recano is the
claims agent.
DAYMARK REALTY: Unsecureds to Get 90% Under Chapter 11 Plan
-----------------------------------------------------------
Daymark Realty Advisors, Inc., Daymark Residential Management,
Inc., and Daymark Properties Realty, Inc., filed a Joint Chapter 11
Plan and accompanying Disclosure Statement.
CLASS 1: General Unsecured Claims are impaired. In full and
complete satisfaction and release of Class 1 Claims against the
Debtor, holders of Allowed Class 1 Claims shall receive: either (1)
a pro rata distribution of 90% of the Distribution Amount to each
holder of an Allowed Unsecured Claims within 14 days of the
Effective Date; or (2) such other treatment as may be consensually
agreed to by the Debtor and the holder of an Allowed Class 1
Claim.
CLASS 2: Bernstein Related Claims are impaired. In full and
complete satisfaction and release of Class 2 Claims against Debtor,
holders of Allowed Bernstein Related Claims shall receive: either
(1) 10% of the Distribution Amount allocated pro rata to each
holder of Acknowledged Unsecured Claims within 14 days of the
Effective Date; or (2) such other treatment as may be consensually
agreed to by the Debtor and the holder of an
Acknowledged Unsecured Claim.
CLASS 3: Equity Interests are impaired. Each holder of an equity
interest shall retain such equity interest and shall retain,
unaltered, the legal, equitable, and contractual rights to which
such equity interest entitles such holder in exchange for a pro
rata contribution of $10,000.00 to be paid in aggregate by all
equity interest holders on or
before the Effective date and as part of their Plan Funding
Commitment.
The Debtor will fund payments to be made under the Plan through the
following: (1) cash on hand on the Effective Date; and (2) the Plan
Funding Commitment provided by the Plan Sponsors.
In exchange for the releases, injunction and third-party bar order
contained herein and in
the Plan, the Plan Sponsors will contribute up to $1,000,000 to
fund the Plan Funding
Commitment to ensure a distribution to claimants in this case
subject to finalizing negotiations.
A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at https://tinyurl.com/y95tqzhp from PacerMonitor.com
at no charge.
About Daymark Realty Advisors
Based in Fort Laudersale, Florida, Daymark Realty Advisors Inc. is
a provider of strategic asset management and structured finance
services to private and institutional owners of commercial real
estate.
Daymark Realty and affiliates Daymark Properties Realty Inc. and
Daymark Residential Management Inc. filed Chapter 11 petitions
(Bankr. S.D. Fla. Lead Case No. 18-23750) on November 4, 2018. The
petitions were signed by Espen Schiefloe, chief restructuring
officer.
In its petition, Daymark Realty estimated $207 in assets and
$22,223,304 in liabilities.
The Debtors tapped Edelboim Lieberman Revah Oshinsky PLLC, as
counsel and BMC Group, Inc., as claims, noticing and balloting
agent.
DHX MEDIA: Moody's Affirms B3 CFR & Alters Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service affirmed DHX Media Ltd.'s B2 corporate
family rating, B2-PD probability of default rating, B2 senior
secured credit facilities ratings and SGL-3 speculative grade
liquidity rating, while also changing the company's ratings outlook
to negative from stable.
"We affirmed DHX's ratings because we think that the company can
reduce library business leverage to 5.5x by June 2020, but changed
the outlook to negative because of the execution risks of a major
shift in their business strategy, and the potential that
de-levering may not occur quickly enough," said Bill Wolfe, a
Moody's senior vice president.
The following summarizes DHX's ratings and the actions:
Rating affirmations:
Issuer: DHX Media Ltd.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Speculative Grade Liquidity Rating, Affirmed SGL-3
Senior Secured Bank Credit Facility, Affirmed B2 to (LGD3) from
(LGD4)
Outlook Actions:
Issuer: DHX Media Ltd.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
DHX Media Ltd.'s B2 negative rating is supported by an extensive
library of children's audio/visual content that is sold around the
world, an ability to create new children's content (animated and
live action), partnerships with global media companies, a new
business strategy that moves away from traditional but declining TV
broadcast and towards streaming content, both subscription and
advertising-based, and expected library-related leverage of 5.5x by
YE2020, based on the new strategy. DHX is constrained by high
current leverage (6.6x at 30Sept18 and over 7x expected by YE2019),
the execution risk of a major change in strategy, and historic
instability in strategy and management.
Moody's indicated that leverage of debt/EBITDA is currently about
6.6x. While Moody's views DHX's business model repositioning as a
positive development, there are risks as focus transitions to
so-called premium content while proprietary linear
television-focused content is de-emphasized. Since it easier to
de-emphasize an existing activity than to generate cash flow from a
new one, Moody's believes that there is a significant probability
of EBITDA contracting before potentially expanding, with leverage
therefore increasing before decreasing. And while the recently
concluded deal in which DHX will produce exclusive Peanuts-based
content for Apple, Inc. (Aa1 stable) is a positive development,
fully exemplifying the company's premium content strategy,
financial parameters are inestimable. The de-levering potential of
other premium content-type transactions is also not quantifiable.
DHX's SGL-3 speculative grade liquidity indicates adequate
liquidity, based on the Library business generating free cash flow
of about CAD15 million in the next four quarters (Moody's
assessment presumes that Production-related costs are project
financed), CAD46 million of cash (30Sept18), and about CAD23
million of availability under a US$30 million revolving credit
facility (approximately CAD38 million) which is committed to June
30, 2022. There are no debt maturities in the next four quarters
through calendar 2019 aside from $6 million of required annual term
loan amortization. The term loan and revolver feature a 6.75x Total
Net Leverage Ratio covenant; with a 5.4x measure at 30Sept18, the
prospective ability to comply with covenants is likely, however,
cushion may not be large enough to absorb an unexpected drop in
earnings or cash flow.
While Moody's loss given default model indicates that the company's
senior secured credit facility's rating should be notched up from
DHX's CFR, because of the negative outlook and uncertainties about
how the company's convertible subordinated debentures fit into a
permanent capital structure, the agency has opted to rate the
facility equivalent to DHX's B2 CFR.
Rating Outlook
The negative outlook stems from risks that DHX may not be able to
de-lever towards 5.5x through June 2020 (6.6x at 30Sept18 and over
7x expected by YE2019).
What Could Change the Rating -- Up
DHX's rating could be upgraded to B1 if:
- Given positive industry fundamentals, solid operating
performance, growing cash flow; and
- Leverage of debt/EBITDA for the Library Business declining
below 4.5x on a sustained basis (6.6x at 30Sept18 and over 7x
expected by YE2019).
What Could Change the Rating -- Down
DHX's rating could be downgraded to B2 if:
- Industry fundamentals turn decidedly negative, operating
performance falters, free cash flow contracts; or
- Leverage of debt/EBITDA for the Library Business is expected to
be sustained above 6x (6.6x at 30Sept18 and over 7x expected by
YE2019).
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Halifax, Nova Scotia and with corporate offices in
Toronto, Ontario, publicly traded DHX Media Ltd. owns and produces
children's audiovisual content and brands including 41% of Peanuts.
Annual revenues attributable to the company's library business are
about CAD435 million.
DILLE FAMILY: Don Murphy Files New Objection to Plan Disclosures
----------------------------------------------------------------
Don Murphy and Team Angry Filmworks, Inc., filed a renewed
objection to the amended disclosure statement explaining Dille
Family Trust's Chapter 11 Plan. The Creditors complain that the
Disclosure Statement fails to supply adequate information that
would enable its readers to make an informed judgment about the
Amended Plan. The Movants further point out that the Amended Plan
itself is patently unconfirmable.
Attorney for the Movants:
Aurelius P. Robleto, Esq.
ROBLETO LAW, PLLC
Three Gateway Center
401 Liberty Ave, Ste. 1306
Pittsburgh, PA 15222
Tel: (412) 925-8194
Fax: (412) 346-1035
Email: apr@robletolaw.com
About Dille Family Trust
Dille Family Trust, which is involved in the licensing of
intellectual property associated with the fictional character "Buck
Rogers," filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
16-24771) on Nov. 28, 2017, and is represented by Donald R
Calaiaro, Esq., at Calairao Valencik.
DISTRIBUTION RESOURCES: P. Prusi Ownership Not Affected by Plan
---------------------------------------------------------------
Distribution Resources, Inc., filed a first amended combined
Chapter 11 plan and accompanying disclosure statement to modify the
treatment of Paul F. Prusi's equity ownership.
Mr. Prusi's equity interest is unimpaired. Ownership will not be
affected by this Plan of Reorganization. The Shareholder(s) will
retain his stock in the Debtor company to continue to operate the
company through completion of this Plan and final dissolution of
the company; including making the required the distributions
required under the Plan; and then for the filing and payment of
final 1st quarter 2019 State (LNI, DOR, Empl. Sec.) and Federal
(941 and 940) taxes; and any final administrative matters necessary
to complete liquidation and winding up the affairs of the company.
Mr. Prusi will remain the President of Distribution Resources,
Inc., to finalize this Plan and the distributions, reporting
requirements, tax returns, and other administrative matters
required herein. Mr. Prusi will consult with the company's
accountants and counsel to determine if a formal dissolution of the
company will then be required or necessary in the best interest of
the estate, depending on tax consequences of a liquidation under
this Plan, if any. On the effective date of the Plan, the Debtor
may not be entitled to a discharge from any debt that arose before
confirmation of the Plan, as provided under 11 USC Sec. 1141(d)(3),
if the confirmation of this Plan meets all of the elements of
(d)(3)(A), (B), and (C).
A redlined of the First Amended Disclosure Statement dated January
3, 2019, is available at https://tinyurl.com/yabdke8l from
PacerMonitor.com at no charge.
About Distribution Resources
Established in 1989, Distribution Resources, Inc., is a warehousing
and fulfillment company engaged in handling apparel. Founded by
Paul Prusi, DRI provides services including application and
printing of price tickets/stickers, adding hangers to garments,
prepacking/bundle reconfiguration. DRI is located in Kent,
Washington.
Distribution Resources, Inc., based in Kent, WA, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 18-13174) on Aug. 13, 2018.
In the petition signed by Paul F. Prusi, president, the Debtor
disclosed $1,100,067 in assets and $383,847 in liabilities. The
Hon. Marc Barreca presides over the case. Larry B. Feinstein,
Esq., at Vortman & Feinstein, PS, serves as bankruptcy counsel.
DITECH HOLDING: S&P Lowers ICR to 'SD' on Missed Interest Payment
-----------------------------------------------------------------
S&P Global said it lowered its issuer credit rating on Ditech
Holding Corporation to 'SD' (selective default) from 'CCC'.
S&P said, "We also lowered our issue-level ratings on the company's
second-lien notes due 2024 to 'D' (default) from 'CC', and our
rating on the senior secured term loan due 2022 to 'CC' from 'CCC'.
The recovery rating on the senior secured term loan is '3',
indicating our expectation for meaningful recovery (60%) in the
event of a payment default."
The downgrade follows Ditech's decision to forgo a $9 million
interest payment due on the company's second-lien notes due 2024.
The payment was originally due on Dec. 17, but it was subject to a
30-day grace period that ended on Jan. 16. The company elected to
skip the payment as it evaluates strategic alternatives and
negotiates with ad hoc groups of its creditors.
S&P said, "We don't view this action as a default on the first lien
notes since the company entered into a forbearance agreement with
an ad hoc group of lenders representing more than 50% of the total
credit exposure under the first lien credit agreement. However,
this agreement will terminate on the earlier of Feb. 8, 2019, the
making of the missed interest payment due on Dec. 17, or another
event of default. Ditech previously disclosed that it entered into
nondisclosure agreements and began discussions with certain of its
corporate debt holders regarding potential strategic transactions,
including potential recapitalization transactions, which may
involve implementation through a Chapter 11 bankruptcy. We will
reevaluate the ratings upon the earlier of a strategic transaction;
or the termination of the forbearance agreements with Ditech's term
lenders, second-lien debt holders, or warehouse lenders."
DLS CHICKEN: FLSA Claimants to Get Distribution of $135K
--------------------------------------------------------
DLS Chicken Corp., d/b/a Chirping Chicken, filed a first amended
Chapter 11 plan and accompanying disclosure statement.
The bankruptcy filing was necessitated by a fair labor standards
act case pending in the
United States District Court for the Southern District of New York,
15-cv-07301, Luis Zeledon v. Dimi Gyro LLC, DLS Chicken Corp. and
Demetri Pappas (the "FLSA Action"). Zeldon has filed claim no. 7
in the amount of $276,021.33 and Luis Tamaquiza Ichapanta has filed
claim no. 8 in the amount of $38.607.55 (the "FLSA Claims").
On or about October 23, 2018, the Debtor reached a settlement with
the FLSA Claimants. The Debtor is filing its motion to approve the
settlement pursuant to Bankruptcy Rule 9019 which will be
returnable at the time of the hearing on confirmation of the Plan.
The Debtor does not believe that there are any actionable
preference actions pursuant to section 547 of the Bankruptcy Code
because all creditors are being paid in full within interest
through the Plan. Further, the Debtor believes that it could not
satisfy section 547(b)(3) because the Debtor was solvent at all
times. Additionally, the Debtor has reviewed its historical
financial records, including prior years' tax returns, and notes
that the Debtor historically operated at a profit and continues to
operate at a profit of approximately $450,000 - $600,000 per year.
The Debtor does not believe distributions of profits, made to
members prior to the bankruptcy filing, are recoverable as
fraudulent transfers under Bankruptcy Code section 548 or N.Y.
Debtor and Creditor Law sections 270 et seq. because the Debtor was
solvent at all times.
The FLSA Claimants are classified in Class 4 and will receive a
distribution of $135,000.00, to be divided among the two creditors,
payable over 14 months pursuant to the settlement agreement between
the FLSA Claimants and the Debtor. During the case, the Debtor was
contacted by one party that was potentially interested in
purchasing the Debtor’s business as a going concern. However, due
to the presence of the FLSA claims the potential purchaser
terminated those discussions.
Class 2 consists of the unsecured portion of claim no. 5 of the
Internal Revenue Service in the amount of $14.05. This claim will
be paid in full on the effective date.
Class 3 consists of the unsecured claim of New York City, claim no.
10 in the amount of $437,708.92, claim no. 1 filed by Consolidated
Edison Company of New York, Inc. in the amount of $3,870.29, plus
the Debtor's scheduled undisputed creditors.
Class 4 consists of claim no. 7 filed by Luis Zeledon in the amount
of $276,021.33 and claim no. 8 filed by Luis Tamaquiza Ichapanta in
the amount of $38,607.55.
The Debtor intends to object to claim filed by the NYS Department
of Labor ("NY DOL") which is an unliquidated claim for alleged
unpaid unemployment insurance contributions. The Debtor believes
this claim was filed as a protective measure to preserve the rights
of the NY DOL and that no amounts are owed to this creditor. With
respect to any claim that has been objected to, the Debtor shall
make monthly payments to be held in escrow by counsel to the Debtor
pending a final order on the claims objections. If the settlement
with the FLSA Claimants is not approved, then the Debtor will not
be able to confirm this Plan. A further risk is that the Court may
deny the Debtor’s claims objections. However, the Debtor believes
that it can pay all claims in full in the filed amounts.
Payments and distributions under the Plan will be funded by
available cash and future revenue and operations of the Debtor. The
Debtor shall be the disbursing agent under the Plan. The Debtor
shall pay all monthly plan payments in escrow with respect to any
claim where an objection has been filed with the Court. Upon entry
of a final order on the claims objection, such funds shall be
distributed to such creditor on account of the allowed portion of
the claim.
A redlined version of the First Amended Disclosure Statement dated
January 2, 2019, is available at https://tinyurl.com/yblm7nyc from
PacerMonitor.com at no charge.
About DLS Chicken Corp.
DLS Chicken Corp. operates a restaurant located at 355 Amsterdam
Avenue, New York, NY under the name "Chirping Chicken."
DLS Chicken Corp filed a Chapter 11 petition (Bankr. E.D. N.Y. Case
No. 18-41455) on March 15, 2018, listing under $1 million in both
assets and liabilities. The Debtor is represented by Lawrence
Morrison at Morrison Tenenbaum PLLC. Denis L. Abramowitz CPA PLLC
serves as the Debtor's accountant.
DYNASTY ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned initial ratings to Dynasty
Acquisition Co., Inc., the acquisition vehicle through which
entities of The Carlyle Group will acquire StandardAero Aviation
Holdings, Inc. from Veritas Capital. The total purchase price is
$5.310 billion of which $2.715 billion is provided by the sponsor
and management equity. A corporate family rating of B3 has been
assigned along with a first lien bank facility rating of B2. The
rating outlook is stable.
RATINGS RATIONALE
The B3 CFR reflects StandardAero's rapidly growing position within
the aircraft engine maintenance repair and overhaul business, a
diversity of engine model service authorizations -- by OEMs
covering commercial, business aviation and military end markets.
The fundamental outlook for the business is good and the global
geographic coverage- that has been established through M&A- is
attractive to customers.
High financial leverage represents a limiting aspect of the credit
profile and near term free cash flow is modest. Moody's expects
initial leverage of approximately mid 7x, based on recent results
and excluding planned synergies with EBITDA less capex interest
coverage of about 1.4x. While near term free cash flow over the
next twelve months could reach $75 million, free cash flow would be
closer to breakeven if not for the company's option to pay the full
amount of its first year note interest in-kind on the planned $640
million unsecured notes due 2027 (unrated; in the second year the
company can elect to pay in-kind on 50% of the note interest).
Through the pending sale and recapitalization, the company's
liquidity profile is strengthened. A $300 million asset based
revolving credit line and the first lien facility's $150 million
revolving credit line will both be undrawn at transaction close.
The revolver borrowing capacity should comfortably fund required
up-front spending on recently won contracts and help complete
integration work on the several businesses acquired over 2017-2018.
While Moody's estimates that revolver borrowing could reach toward
$100 million over 2019, the company should be able to repay those
borrowings by early 2020. Further, free cash flow should strengthen
in 2020, enabling term loan prepayment.
Moody's expects that StandardAero's financial policy aggressiveness
will lessen following the acquisition by The Carlyle Group and,
combined with heightened operational efficiency, should result in
steady credit metric gains and cash flow generation.
Moody's expects leverage to decline in 2020 despite the pay-in-kind
note interest, potentially to mid 6x level. This deleveraging would
likely require StandardAero to achieve annual revenue of about $4
billion with EBITDA margin (Moody's adjusted) of about 14%, up from
an approximate run rate of $3.2 billion and 13%, respectively, over
the second of 2018. The company's new contract wins are expected to
support such performance growth.
The stable rating outlook reflects the favorable industry
environment, the revenue visibility from high backlog and an
adequate liquidity profile supported by revolver availability.
Maintenance covenants under each of the revolving lines will apply
only when borrowings exceed predetermined levels. The likelihood of
covenant test activation near-term will be low.
The rating on the first lien facility of B2, one notch above the
CFR, reflects the presence of senior unsecured notes that would be
loss absorbing in a stress scenario, thereby helping the first lien
recovery prospect.
Upward rating momentum would depend on leverage of 6x with annual
free cash flow of $150 million and sustained good liquidity.
Backlog growth would be viewed favorably but the extent to which
the company relies on debt to cover initial spending needs of new
contracts will influence the consideration.
Downward rating pressure would mount with leverage above 8x, free
cash flow significantly below $100 million in 2020, or a weakened
liquidity profile.
Assignments:
Issuer: Dynasty Acquisition Co., Inc.
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Senior Secured Bank Credit Facility, Assigned B2 (LGD3)
Outlook Actions:
Issuer: Dynasty Acquisition Co., Inc.
Outlook, Assigned Stable
Dynasty Acquisition Co., Inc. is the acquisition vehicle through
which entities of The Carlyle Group will acquire StandardAero
Aviation Holdings, Inc. StandardAero, headquartered in Scottsdale,
Arizona, is a leading provider of aircraft engine MRO and aircraft
completion and modification services to the commercial, business,
military and general aviation industries. Revenues are estimated to
be in excess of $3 billion for 2018.
DYNASTY ACQUISITION: S&P Assigns 'B' ICR on The Carlyle Group Deal
------------------------------------------------------------------
S&P Global Ratings noted that On Jan. 15, 2019, Dynasty Acquisition
Co. Inc. announced plans to use a new term loan, unsecured notes,
and sponsor equity to fund its acquisition of the parent of
StandardAero Aviation Holdings Inc. from Veritas Capital, resulting
in a moderate increase in leverage from S&P's previous expectation.
On Jan. 18, 2019, S&P assigned a 'B' issuer credit rating to
Dynasty Acquisition Co. Inc., in line with the rating on
StandardAero Aviation Holdings Inc.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's new secured $150 million
revolving credit facility due 2024 and $1.445 billion term loan B-1
due 2026, as well as to the proposed $700 million term loan B-2 due
2026 issued by StandardAero Ltd., a Canadian subsidiary.
"We now forecast pro forma debt to EBITDA to remain above 6x in
2019, compared to our previous expectation of below 6x, as a result
of the higher leverage resulting from the Carlyle acquisition. The
difference is due to the moderate increase in debt to fund the
acquisition and lower cash flow from the increased interest expense
and higher than expected investments in new programs. As a result,
we do not anticipate near-term debt repayment in excess of
scheduled amortization. However, we expect the company's earnings
to improve as revenue grows and cost synergies are realized from
the Vector acquisition in 2017, which will further benefit credit
metrics in 2020, resulting in debt to EBITDA of 5.3x-5.7x, around
where we had previously expected for 2019.
"S&P Global Ratings' stable outlook on Dynasty reflects our
expectation that pro forma debt to EBITDA will be weaker than our
previous forecast due to the proposed acquisition by The Carlyle
Group at about 6.2x-6.6x. This is due to the increase in debt to
fund this acquisition as well as he necessary investments in
working capital and capital expenditures for recently won new
licenses that will limit debt repayment. We expect credit ratios to
improve in 2020 as earnings continue to grow with demand for MRO
services on popular engine platforms increases and work on new
platforms ramps up. However, we do not expect material debt
reduction as cash flows will be limited due to investments in new
platforms."
E & A TANNER: Has Authority to Use Cash Collateral on Final Basis
-----------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida has authorized E & A Tanner Holdings,
LLC to use cash collateral subject to the terms of the Final
Order.
The Debtor is authorized to use cash collateral to pay the items in
the ordinary course of business which were listed on the budget. In
addition, the Debtor is authorized to use cash collateral to make
the adequate protection payments to HomeBanc. The approved Cash
Collateral Budget projects total expenses of $53,550 per month.
HomeBanc, N.A. is a creditor by virtue of obligations owed under a
certain loan. HomeBanc asserts a security interest on the Debtor's
assets, including cash collateral, together with the proceeds of
the foregoing.
According to the Final Order, the Debtor will continue to pay
HomeBanc, payments of $500 per month on the first of every month as
adequate protection. In addition, HomeBanc is granted a replacement
lien on all of the inventory acquired by the Debtor or the estate
on or after the Petition Date to the same extent, validity, and
priority as the security interest in Cash Collateral that HomeBanc
held as of the Petition Date. HomeBanc's "floating" lien on such
Cash Collateral assets will continue to "float" on cash collateral,
notwithstanding section 552 of the Bankruptcy Code. The
post-petition lien and security interests in the post-petition Cash
Collateral granted to HomeBanc, pursuant to the Final Order, will
be valid and perfected to the same extent, validity, and priority
as its respective pre-petition lien, effective as of the Petition
Date.
The Debtor is also required to maintain insurance coverage for the
collateral in accordance with the obligations under the loan and
security documents with HomeBanc.
A full-text copy of the Final Order is available at
http://bankrupt.com/misc/flmb18-07491-54.pdf
About E & A Tanner Holdings
E & A Tanner Holdings, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 18-07491) on Sept. 2, 2018. In the
petition signed by Eric Tanner, managing member, the Debtor
disclosed under $500,000 in assets and liabilities. The Debtor
hired Benjamin G. Martin, as counsel. No official committee of
unsecured creditors has been appointed in the Chapter 11 case.
EDGEWATER GENERATION: Moody's Affirms Ba3 on Secured Debt
---------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating assigned to
Edgewater Generation L.L.C.'s senior secured credit facilities in
light of its proposal to use the $100 million incremental borrowing
allotment under its term loan facility to acquire a third power
plant for the portfolio. Pro-forma for the acquisition, Edgewater
Generation's senior secured credit facilities will consist of a
$1.025 billion term loan due 2025, a $60 million revolving credit
facility due 2023 and a $65 million standalone letter of credit
facility due 2023.
The project will use loan proceeds, in combination with $55 million
of equity from sponsor Starwood Energy Group, to acquire a 545MW
peaking power plant located in Lorain, Ohio, from First Energy. The
transaction requires regulatory approval and is expected to close
in February 2019.
RATINGS RATIONALE
The Ba3 rating for Edgewater's secured credit facilities
underscores its view that Fairless Energy Center remains the
portfolio's anchor asset and primary cash flow contributor. Moody's
sees the acquisition as complementary to Edgewater Generation's
existing 2-asset portfolio, given that the addition of West Lorain
increases the project's overall geographic, asset and cash flow
diversity -- all credit positives. That said, Fairless, a 1,320MW
baseload combined cycle gas turbine (CCGT) in PJM's EMAAC zone,
contributes 70% of cash flows under Moody's base case model over
the life of the debt. The West Lorain power plant asset is a seven
unit 545MW peaker plant located in PJM's ATSI region. The
portfolio's other asset is Manchester Street Station, a 512MW dual
fuel oil/gas CCGT located in Rhode Island within ISO-NE's SENE
region. Pro-forma for the acquisition, Moody's projects that West
Lorain and Manchester will respectively contribute roughly 22% and
8% of the portfolio's cash flows.
The West Lorain plant produced annual EBITDA of around $15-18
million in recent years, primarily from capacity revenues. The
plant has been running its two 1973-vintage dual-fuel units on fuel
oil in simple cycle mode since 2013 after pressure disruptions on
its existing gas pipeline (served by Columbia ATC) made operating
on gas unfeasible. Starwood believes it can generate an additional
$12 million in energy margins annually by relinking the plant's gas
supply to the Nexus Gas Transmission pipeline and running its five
2001-vintage gas turbine units on natural gas. This requires
building a 3-mile gas lateral to connect to the newly constructed
Nexus pipeline. Its math indicates that the West Lorain plant
generates sufficient capacity revenues operating on fuel oil to
cover its debt service; hence Moody's sees this transaction as
relatively credit neutral in the early years to moderately credit
positive in the later years once incremental energy margins
materialize.
The portfolio's projected credit metrics fall on the lower end of
the Ba-rating category under Moody's base case scenario for the
years 2020 and forward. Moody's notes that 2019 results include 24+
day outages for each of Fairless' 2 units for major maintenance and
West Lorain production on fuel oil - both factors weigh on annual
metrics. Its base case scenario assumes relatively flat capacity
clearing prices, uses SNL forward prices for power and gas over the
life of the debt and and gives no credit to several areas where
Fairless and Manchester have potential to capture higher energy
margins. For West Lorain, its base case assumes that the plant is
successfully converted to gas and that ATSI clears with RTO in
future capacity price auctions.
Anticipated leverage for the transaction is estimated around 5
times for the initial years of the debt. Estimated CFO/Debt
improves slightly to 10-11% with the addition of West Lorain as
well as some improvement in spark spreads at Fairless. Debt service
coverage ratios (DSCR) are around 2x in initial years of the debt.
Its projections anticipate weaker metrics in the 2023/24 timeframe
as lower capacity price expectations plus about $60 million in
planned maintenance reduce cash flows available for debt service
over the 2 year period.
Rating Outlook
The outlook remains stable, based on its expectation for stable
operating performance and credit metrics on the lower end of the Ba
rating category, including debt-to-EBITDA around 5-6x, CFO/Debt
around 10% and a DSCR around 2x.
What could change the rating up
A ratings upgrade could occur if capacity market reforms result in
further increasing zonal premiums or if strong energy margins drive
sustainable growth in cash flows, with CFO/Debt comfortably around
15% and a DSCR above 2x on a sustained basis.
What could change the rating down
A ratings downgrade could occur if cash flow generation fell short
of expectations such that credit metrics deteriorated; including
leverage above 6x, DSCR below 1.1x and CFO/Debt in the mid-single
digits for an extended time period.
EXACTECH INC: S&P Affirms B- ICR Despite Higher Cash Flow Deficit
-----------------------------------------------------------------
S&P Global Ratings noted that Exactech Inc. reported a higher than
expected cash flow deficit for the first nine months of 2018, as
the company's growth strategy appears to require higher than
projected capital expenditures.
On Jan. 18, 2019, S&P affirmed its 'B-' issuer credit rating on
Exactech Inc. and its 'B-' issue-level ratings on its first-lien
senior secured revolver and term loan.
S&P said, "The ratings affirmation reflects our view that despite
ongoing cash flow deficits, Exactech's aggressive capital spending
will fuel steady annual revenue growth of 10% to 11%, and help the
company increase operating leverage. This will result in adjusted
EBITDA margins sustained at about 16% and leverage sustained in the
5x to 5.5x range in 2018 and 2019, despite ongoing pricing
pressures within the sector. While we expect Exactech to continue
generating cash flow deficits through 2020, we think the company's
aggressive growth strategy will eventually result in positive cash
flow starting in 2021. In the meantime, we think the company's
revolver capacity and cash on hand will be enough to cover the cash
flow deficits over the next few years.
"The stable outlook reflects our view that increased capital
spending will fuel revenue and EBITDA growth, eventually leading to
cash flow breakeven by 2021. We also project that the company will
have sufficient liquidity sources to cover the projected cash flow
deficits over the next few years."
FIRST FLO CORPORATION: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of First Flo Corporation as of Jan. 17,
according to a court docket.
About First Flo Corporation
First Flo Corporation is a bank holding company that owns Rocky
Mountain Bank & Trust. First Flo sought Chapter 11 protection
(Bankr. D. Colo. Case No. 18-20937) on Dec. 20, 2018. The Debtor
disclosed total assets of $4,000,000 and liabilities of $10,065,000
as of the bankruptcy filing. The Hon. Elizabeth E. Brown is the
case judge. The Debtor tapped Shapiro Bieging Barber Otteson LLP as
its counsel.
FLORIDA PAVEMENT: Cash Collateral Use Authorized on Final Basis
---------------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida has issued a final order authorizing
Florida Pavement Coatings, Inc. ("FPC"), and South Florida Pavement
Coatings, Inc. ("SFPC") to use cash collateral.
The Debtors are authorized to continue to use cash collateral on a
final basis, including, without limitation, cash, deposit accounts,
and accounts receivable, in accordance with the Budget which
extends through the closing date for the Debtors' sale of
substantially all of their assets, so long as the aggregate of all
expenses for each week do not exceed the amount in the Budget by
more than 10% for any such week on a cumulative basis.
Following the Closing, the Debtors will continue to be authorized
to use Cash Collateral for the following purposes:
(a) Payment of any closing costs in connection with the Sale;
(b) Payment of any post-petition accounts payable or similar
liability of the Debtors incurred in the ordinary course of their
pre-Closing business;
(c) Payment of the weekly professional fees and expenses
portion payable to nPerspective Advisory Services, LLC as Chief
Restructuring Officer;
(d) Payment of any professional fees and expenses of the
Debtors allowed pursuant to an order of the Court; or
(e) Payment of any other expense agreed upon between
CenterState Bank and the Debtors, provided that payment of such
expense is authorized by the Bankruptcy Code or the Court.
For the time period covered by the Budget, the Debtors will provide
on a biweekly basis profit and loss statements on a cash basis
(that include a comparison of budgeted numbers to actual numbers)
to counsel for CenterState Bank.
As additional adequate protection of CenterState Bank's interest in
the cash collateral, CenterState Bank will be allowed to inspect
the real property of the Debtor in which CenterState Bank holds a
mortgage interest, during which the Debtor will cooperate in
providing access to the real property. The Debtors will also
maintain insurance coverage for CenterState Bank's collateral in
accordance with the obligations under the loan and security
documents.
The Lenders are granted a replacement lien in and upon all of the
categories and types of collateral in which they held a security
interest and lien as of the Petition Date to the same extent,
validity and priority that the Lenders held as of the Petition
Date.
A full-text copy of the Final Order is available at
http://bankrupt.com/misc/flmb18-06062-193.pdf
About Florida Pavement Coatings
Florida Pavement Coatings, Inc., is a manufacturer of asphalt felts
and coatings headquartered in Tampa, Florida. Affiliate South
Florida Pavement Coatings, Inc., is in the lacquers, varnishes,
enamels, and other coatings business.
Florida Pavement Coatings, and South Florida Pavement Coatings
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 18-06062) on July 23, 2018. In the
petitions signed by Gregory Polk, president, each debtor estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million. Stichter, Riedel, Blain & Postler, P.A., is the
Debtors' legal counsel.
Pursuant to an order of this court dated July 25, 2018, the
Debtors' Chapter 11 cases are being jointly administered for
procedural purposes only under In re: Florida Pavement and
Coatings, Inc., Case No. 8:18-bk-8062-CPM.
On Oct. 15, 2018, the Court appointed Equity Partners HG, LLC, as
business broker.
FLORIDA PAVEMENT: Feb. 14 Plan Confirmation Hearing
---------------------------------------------------
Florida Pavement Coatings, Inc., and South Florida Pavement
Coatings, Inc., submit a Chapter 11 plan of liquidation and
accompanying Disclosure Statement following the closing of the
court-approved sale of substantially all of their assets on
December 27, 2018.
Pursuant to the Bid Procedures Motion, the Debtors conducted an
auction on December 17, 2018. Stalking Horse, LLC was deemed the
successful bidder and GEM Acquisitions, LLC was deemed the back-up
bidder. On December 27, 2018, the Debtors closed the sale of the
Debtors' assets, pursuant to the Sale Order, to the successful
bidder Stalking Horse, LLC for the cash purchase price of $3.35
million, plus additional consideration.
Class 16: Allowed General Unsecured Claims are impaired (Not
Otherwise Classified). Class 16 consists of all Allowed Unsecured
Claims of against the Debtors not otherwise specifically classified
in the Plan. Each Holder of an Allowed Class 16 Unsecured Claim
shall receive, in full and final satisfaction of such Holder’s
Allowed Class 16 Unsecured Claim, such Holder’s Pro Rata Share of
the General Unsecured Creditor Carve- Out, to be paid within thirty
(30) days of the Effective Date.
Class 3 consists of the Allowed Secured Claims of CenterState are
impaired, which are secured by blanket liens on substantially all
of the Debtors’ Assets under loan documents between the Debtors
and CenterState. Under the Sale, the Debtors will sell the
Purchased Assets to the Buyer and CenterState’s liens will
attach to the Cash Sale Proceeds.
Class 5: all Allowed Secured Claims of US Bank are impaired. Class
5 consists of all Allowed Secured Claims of US Bank related to that
certain Squeegee Machine SM-SP-575, Serial #E1015-053.
Class 6: Allowed Secured Claims of Simmons Bank are impaired. Class
6 consists of all Allowed Secured Claims of Simmons Bank related to
three 2018 Kaufman Drop Deck Flatbed Trailers.
Class 8: Allowed Secured Claims of HYG Financial are impaired.
Class 8 consists of all Allowed Secured Claims of HYG Financial
related to three Yale Forklifts.
Class 10: Allowed Secured Claims of Direct Capital are impaired.
Class 10 consists of all Allowed Secured Claims of Direct Capital
related to three rental spray rig machines.
Class 11: Allowed Secured Claims of Isuzu Finance are impaired.
Class 11 consists of all Allowed Secured Claims of Isuzu Finance
related to that certain 2-17 Freightliner Bus Class M2 106 Morgan
24’ Dry Van.
Class 12: Secured Claims of Accord are impaired. Class 12 consists
of all Secured Claims of Accord, if any. The value of the
collateral securing any Secured Claim asserted by Accord is not
sufficient to satisfy the claims of senior lien holders.
Accordingly, Accord is not entitled to any payment or Distribution
on account of its Class 12 Secured Claim.
Class 13: Secured Claims of Forward Financing are impaired. Class
13 consists of all Secured Claims of Forward Financing, if any. The
value of the collateral securing any Secured Claim asserted by
Forward Financing is not sufficient to satisfy the claims of senior
lien holders.
Class 14: Secured Claims of On Deck Financial are impaired. Class
14 consists of all Secured Claims of On Deck Financial, if any. The
value of the collateral securing any Secured Claim asserted by On
Deck Financial is not sufficient to satisfy the claims of senior
lien holders. Accordingly, On Deck Financial is not entitled to any
payment or Distribution on account of its Class 14 Secured Claim.
Class 15: Allowed Secured Claims of Radium2 are impaired. Class 15
consists of all Secured Claims of Radium2, if any. The value of the
collateral securing any Secured Claim asserted by Radium2 is not
sufficient to satisfy the claims of senior lien holders.
Accordingly, Radium2 is not entitled to any payment or Distribution
on account of its Class 15 Secured Claim.
Class 17: Allowed Equity Interests. Class 17 consists of all
Allowed Equity Interests. On the Effective Date, the Equity
Interests shall be cancelled and extinguished.
The Plan provides for the distribution of the Cash Sale Proceeds
and any other recoveries realized by the Debtors or the Liquidating
Debtors on account of the Excluded Assets. The Plan provides for
Cash payments to Holders of Allowed Claims, except Holders of
Equity Interests, all as more particularly described in Articles 3
and 5 of the Plan. The Plan shall be implemented on the Effective
Date.
Feb. 14 Plan Confirmation Hearing
The Bankruptcy Court has conditionally approved the Disclosure
Statement. The Court will conduct a hearing on confirmation of the
Plan, including timely filed objections to confirmation, objections
to the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
February 14, 2019 at 3:00 pm.
Parties in interest must submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight (8) days
before the date of the Confirmation Hearing. Objections to
confirmation must be filed with the Court and served on the Local
Rule 1007−2 Parties in Interest List no later than seven (7) days
before the date of the Confirmation Hearing. The Plan Proponent
must file a ballot tabulation no later than 96 hours prior to the
time set for the Confirmation Hearing.
A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at https://tinyurl.com/y97wqr9j from PacerMonitor.com
at no charge.
About Florida Pavement Coatings
Florida Pavement Coatings, Inc., is a manufacturer of asphalt felts
and coatings headquartered in Tampa, Florida. Affiliate South
Florida Pavement Coatings, Inc., is in the lacquers, varnishes,
enamels, and other coatings business.
Florida Pavement Coatings, and South Florida Pavement Coatings
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 18-06062) on July 23, 2018. In the
petitions signed by Gregory Polk, president, each debtor estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million. Stichter, Riedel, Blain & Postler, P.A., is the
Debtors' legal counsel.
Pursuant to an order of this court dated July 25, 2018, the
Debtors' Chapter 11 cases are being jointly administered for
procedural purposes only under In re: Florida Pavement and
Coatings, Inc., Case No. 8:18-bk-8062-CPM.
On Oct. 15, 2018, the Court appointed Equity Partners HG, LLC, as
business broker.
FRANK THEATRES: Seeks to Hire Moss Adams, Appoint CRO
-----------------------------------------------------
The Frank Entertainment Group, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of New
Jersey to hire Moss Adams LLP and appoint Christopher Lang as their
chief restructuring officer.
Services Moss Adams will provide these services:
(a) assist the Debtors in developing strategies to improve
cash flow and reduce expenses;
(b) assist the Debtors in identifying and implementing both
short-term and long-term liquidity generating initiatives;
(c) assist the Debtors in reporting to secured lenders and
creditor constituencies;
(d) assist the Debtors in complying with budgets;
(e) assist the Debtors in terminating or amending leases and
contracts;
(f) assist the Debtors in complying with due diligence by
prospective acquirers;
(g) assist in developing and implementing cash management
strategies, tactics and processes including developing a cash
receipts and disbursements forecasting tool;
(h) assist the Debtors in the preparation of the statement of
financial affairs, schedules of assets and liabilities and other
regular reports required in their Chapter 11 cases and in contract
rejection analysis; and
(i) assist the Debtors in areas such as testimony before the
court.
Moss Adams will be paid a flat fee of $75,000 per month. The firm
will seek approval of a "success fee," which is 50% of its total
monthly fees, at the conclusion of the cases upon confirmation of a
plan of reorganization.
Mr. Lang, director of Moss Adams, assures the court that he and his
firm are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Christopher Lang
Moss Adams LLP
8750 North Central Expressway Suite 300
Dallas, TX 75231
Phone: (972) 387-4300
Fax: (972) 960-2810
Email: christopher.lang@mossadams.com
About Frank Theatres
The Frank Entertainment Group, LLC -- http://www.franktheatres.com/
-- has owned, operated, developed, and managed over 150
entertainment venues including nickelodeons, motion picture
theatres, arcades, restaurants, nightclubs, bowling centers, game
centers, and family entertainment centers. The Debtors operate
pure play movie theaters, combination movie theater/family
entertainment complexes, and pure play family entertainment
complexes in six east coast states -- New Jersey (including
theaters located in Bayonne and Rio Grande), Florida, North
Carolina, South Carolina, Pennsylvania, and Virginia -- under the
brand names Frank Theatres, CineBowl & Grille, and Revolutions.
The Debtors employ approximately 694 people. Frank Entertainment
Group is the ultimate parent of all of the other Debtors, including
Frank Management, LLC, the main operating and management company.
Frank Entertainment Group is headquartered in Jupiter, Florida.
Frank Entertainment Group and 23 affiliates sought Chapter 11
protection on Dec. 19, 2018. The lead case is In re Frank Theatres
Bayonne/South Cove, LLC (Bankr. D.N.J. Lead Case No. 18-34808).
Frank Theatres Bayonne estimated assets of $10 million to $50
million and liabilities of the same range.
The Hon. Stacey L. Meisel is the case judge.
The Debtors tapped Lowenstein Sandler LLP as counsel; Moss Adams
LLP as financial advisor; Paragon Entertainment Holdings, LLC as
consultant; and Prime Clerk LLC as claims and noticing agent.
FROM DUSK TIL DAWN: Crowell Buying Irvington property for $250K
---------------------------------------------------------------
From Dusk Til Dawn, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the private sale of interest in
the real property located at 1137-1145 Stuyvesant Avenue,
Irvington, New Jersey, also known as Block 359, Lots 5 & 6, to
Wayne Crowell for $250,000, subject to several contingencies
A hearing on the Motion is set for Feb. 5, 2019 at 10:00 a.m.
The Debtor is the owner of the Property, as reflected in Schedule
A/B of the Debtor's Petition, which lists the Property with an
estimated fair market value of $200,000.
On Sept. 27, 2018, US Bank Cust for PC7 Firstrust filed proof of
claim 2-1 in the instant case stating a secured claim against the
Property in the amount of $37,179.
On Dec. 11, 2018, PNC Bank, N.A. filed proof of claim 3-1 in the
instant case stating a secured claim against the Property in the
amount of $418,326.
On Dec. 27, 2018, the New Jersey Department of Environmental
Protection filed amended proof of claim 4-2 in the instant case
stating a secured claim against the Property in the amount of
$144,021.
On Dec. 18, 2018, MSPC substituted in as counsel to the Debtor.
In late December 2018, the Debtor received a letter of intent from
the Proposed Purchaser to purchase a portion of the Property from
the Debtor for $250,000, subject to several contingencies set forth
in the Proposal. Specifically, the Proposed Purchaser asks to
purchase the two family house and salon portion of the Real
Property.
The Sale of the Property Portion is subject to certain
contingencies set forth by the Proposed Purchaser, including: (a)
sale of the Property Portion free and clear of all liens and
encumbrances including, but not limited to, any tax liens on the
Property Portion held by the State of New Jersey; (b) verification
that prior environmental testing has revealed no contamination on
the Property Portion; and (c) payment of real estate taxes owed to
the City of Irvington being paid from the sale proceeds.
The Debtor asks authorization to sell the Property Portion free and
clear of any and all liens, claims and encumbrance and other
interests which may be asserted with such claims to attach to the
proceeds of the sale.
A copy of the Proposal attached to the Motion is available for free
at:
http://bankrupt.com/misc/From_Dusk_41_Sales.pdf
About From Dusk Til Dawn
From Dusk Til Dawn LLC filed as a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The Company owns two
properties in Irvington, New Jersey valued by the Company at
$200,000.
From Dusk Til Dawn LLC filed a voluntary Chapter 11 Petition
(Bankr. D.N.J. Case No. 18-26927) on Aug. 23, 2018. In the
petition signed by Brandon Zaleski, managing member, the Debtor
disclosed $209,234 in total assets and $1,042,723 in total
liabilities as of the bankruptcy filing. Judge John K. Sherwood
oversees the case. MARK GERTNER, P.C., led by founder Mark
Gertner, is the Debtor's counsel.
GARRETT SHAFER: Wants to Use Chapter 13 Refund to Pay Arrears
-------------------------------------------------------------
Garret Riley Robert Shafer and Danielle Renee Shafer ask the U.s.
Bankruptcy Court for the Western District of Washington to
authorize them to pay the contractual loan arrears from the refunds
from the Chapter 13 Trustee's office.
A hearing on the Motion is set for Jan. 31, 2019 at 9:30 p.m. The
objection deadline is Jan. 24, 2019.
On Jan. 3, 2018, the counsel for the Debtors was notified by the
Debtors that they had not received a refund resulting from their
Chapter 13 case. After making an inquiry to the office of Chapter
13 Trustee, in deed, the funds were still held by the Trustee. On
Jan. 10, 2019, the counsel received a check in the amount of
$4,598 from the Chapter 13 Trustee's office. The funds are
deposited into firm's trust account. The funds constitute the
property of estate.
In response to Motion for Relief from Stay filed by Northwest Plus
Credit Union, the Debtors expended unexpected amount of legal fees.
In fact, the Court ordered an adequate protection payment which
was proposed by the undersigned counsel merely sixteen minutes
after the Motion was filed. Nevertheless, the attendance of
hearing was necessary in order to resolve the matter.
To reduce the risk of expending further legal fees in this
relatively small secured claim held by Northwest Plus Credit Union,
the Debtors desire to pay the contractual arrears on this loan from
the refunds from the Chapter 13 Trustee’s office, the property of
estate. They believe that by maintaining the contractual arrears
at the minimum level and by proposing the payment terms according
to the original terms of loan, the claim will be unimpaired under a
Chapter 11 plan, thus, reducing the further exposure to face
objections (and disputes) from the credit union.
Based on a declaration of Loretta Tharp, the contractual monthly
payment is $438. From the declaration, it is not ascertainable
when the default occurred; however, assuming the Debtors stopped
the payment in July 2018, the Debtors estimate that they have
missed a total of seven payments as of the date of the Motion.
The Debtors believe that use of the property of estate is proper
because 1) credit union has a secured claim and it will be paid
under the Plan in full, thus, reducing the balance owed under this
loan has no prejudicial effect on the credit union or other
creditors in the case; 2), it will benefit the estate by possibly
reducing the potential legal fees spent on dealing with this claim;
and 3) the F150 is the only family vehicle Debtors have and they
need to secure the use of the vehicle.
Accordingly, the Debtors ask that the Court approves the use of the
property of estate; (b) and authorize Debtors to make a payment
equal to the arrears (estimated to be $3,068, ($438 x 7 months) on
the loan.
Counsel for the Debtors:
Masafumi Iwama, Esq.
IWAMA LAW FIRM
333 5th Ave. S.
Kent, WA 98032
Telephone: (253) 520-7671
Facsimile: (253) 520-7326
Garret Riley Robert Shafer and Danielle Renee commenced the case on
July 25, 2018 under Chapter 13 of the Bankruptcy Code. The case
was converted to a Chapter 11 case (Bankr. W.D. Wash. Case No.
18-12885) on Nov. 15, 2018.
GASTAR EXPLORATION: Egan-Jones Lowers Sr. Unsecured Ratings to D
----------------------------------------------------------------
Egan-Jones Ratings Company, on January 18, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Gastar Exploration Inc. to D from CC.
Gastar Exploration Inc. is based in Houston, Texas. On October 31,
2018, Gastar Exploration, Inc. along with its affiliate filed a
voluntary petition for reorganization under Chapter 11 in the US
Bankruptcy Court for the Southern District of Texas.
GIGA WATT: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
----------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington directed the United States Trustee
to appoint a Chapter 11 trustee for Giga Watt Inc.
The order was made pursuant to the request of the Debtor's
Unsecured Creditors Committee to appoint a Chapter 11 trustee.
About Giga Watt Inc.
Giga Watt Inc. is a cryptocurrency mining services provider based
in East Wenatchee, Washington.
Giga Watt Inc. filed for Chapter 11 protection (Bankr. E.D. Wash.
Case No. 18-03197) on Nov. 19, 2018. In the petition signed by
Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in
assets and $10 million to $50 million in liabilities. The case is
assigned to Judge Frederick P. Corbit. Winston & Cashatt, Lawyers,
led by shareholder Timothy R. Fischer, serves as counsel to the
Debtor.
The Office of the U.S. Trustee on Dec. 19 appointed two creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case. The committee members are: (1) Brett Woodward,
Inc.; and (2) Schmitt Electric, Inc.
GMD SERVICES: Unsecureds to Get $1,000 Monthly Payment Over 5 Yrs
------------------------------------------------------------------
GMD Services, LLC, filed a combined small business Chapter 11 Plan
and Disclosure Statement.
Class 1 - Priority Claims are impaired. Class 1 shall be paid over
five years with five equal payments of $5,862.21 beginning April 1,
2019. Debtor shall pay interest at 4%.
Class 2 - Secured Claim of Internal Revenue Service are impaired.
The $30,000.00 of adequate protection payments made prior to the
filing of the Ch. 11 Plan will satisfy the IRS secured claim.
Debtor will make no additional payments to the IRS for the secured
claim.
Class 3 - Secured Claim of Arvest Bank are impaired. Debtor shall
pay the allowed secured claim of the Arvest Bank in the principal
amount of $180,000.00 with 4% interest with sixty monthly
installments of $3,314.97 per month beginning April 1, 2019. This
is after the application of the post-petition adequate protection
payments of $50,496.38
Class 4 - Secured Claim of First Option Bank are impaired. Debtor
shall pay the allowed secured claim of the First Option Bank in the
principal amount of $69,604.45 with 4% interest with sixty monthly
installments of $1,281.85 per month beginning April 1, 2019. This
is after the application of the post-petition adequate protection
payments of $55,139.97.
Class 5 - Secured Claim of Stearns Bank, N.A. are impaired. Debtor
shall pay the allowed secured claim of the Stearns Bank in the
principal amount of $30,000.00 with 4% interest with sixty monthly
installments of $552.50 per month beginning April 1, 2019.
Class 6 - General Unsecured Creditors are impaired. Class 6 shall
be paid over 5 years with a monthly payment of $1,000.00 beginning
April 1, 2019 and continuing the first day of each month thereafter
until the total of $60,000 is paid. The general unsecured creditors
will receive a pro-rata distribution.
Class 7 - Equity Security Holders of the Debtor are impaired. The
equity security holders, Kamin Shafer, Weldon Shafer, and Dylan
Shafer, shall retain their ownership interest in the Debtor.
A full-text copy of the Disclosure Statement dated January 2, 2019,
is available at https://tinyurl.com/y6ve5s94 from PacerMonitor.com
at no charge.
About GMD Services
GMD Services, LLC, is a fiber and utility installer with a location
at 17140 US 169 Highway, Olathe, KS. GMD Services sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan.
Case No. 18-20374) on March 6, 2018. At the time of the filing,
the Debtor estimated assets of less than $1 million and liabilities
of $1,000,000 to $10 million.
Judge Robert D. Berger presides over the case.
Colin N. Gotham of Evans & Mullinix, P.A., is the Debtor's counsel.
JHC Accounting is the accountant.
GRANT STREET: Interim Cash Collateral Use Through Feb. 8 Okayed
---------------------------------------------------------------
The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized The Grant Street, LLC to
use cash collateral on an interim basis through Feb. 8, 2019.
The Debtor is permitted to use cash collateral for the limited
purpose of making non-default interest payments due December 2018
and January 2019 to Eastern Bank (in the amount of $5,069 for each
month) and Benjamin Swartz (in the amount of $4,980 for each
month), as well as a payment to the U.S. Trustee in the amount of
$650 for administration fees.
The Debtor is further ordered to have an update insurance policy
showing Eastern Bank and Benjamin Swartz on the Binder, or the case
will be dismissed without further hearing.
The Court prohibits construction/maintenance payments of any sort
at this time.
A hearing on the further use of cash collateral is set to take
place on Feb. 8, 2019 at 12:00 p.m.
A copy of the Order is available at
http://bankrupt.com/misc/mab18-42074-28.pdf
About The Grant Street
The Grant Street, LLC, based in Sudbury, MA, filed a Chapter 11
petition (Bankr. D. Mass. Case No. 18-42074) on Nov. 6, 2018. In
the petition signed by David J. Howe, manager, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The Hon.
Elizabeth D. Katz oversees the case. Daniel W. Murray, Esq., at
The Law Offices of Daniel W. Murray, serves as bankruptcy counsel.
GREATER CLEVELAND: Feb. 13 Hearing on Amended Plan Set
------------------------------------------------------
Bankruptcy Judge Catharine R. Aron conditionally approved Greater
Cleveland Avenue Christian Church's amended disclosure statement
for its amended plan of reorganization.
Feb. 4, 2019 is fixed as the last date for filing written
acceptances or rejections of the Amended Plan and the last day for
filing written objections to the Amended Plan.
A hearing on Confirmation of the Amended Plan will be held on Feb.
13, 2019 at 11:00 a.m.
Secured Claim of Apex Bank, classified in Class VIII, are impaired.
Apex holds an Allowed Secured Claim against the bankruptcy estate
in the prepetition amount of $3,300,299.35. Apex's claim is secured
by a Deed of Trust. On the Effective Date of the Plan the Debtor
will tender and deliver to Apex Bank a Deed in Lieu of Foreclosure.
Such Deed in Lieu of Foreclosure will tender clear, fee simple
title of the Property to Apex. Apex will hold the Deed in Lieu in
trust and will not record the same prior to March 31, 2019, as
opposed to April 30, 2019, provided for in the original version of
the Plan.
Secured Claim of De Lage Financial Services, classified in Class
IX, are impaired. The Property is encumbered by a judgment lien in
favor of De Lage. De Lage filed proof of claim No. 6 against the
bankruptcy estate asserting a prepetition claim in the amount of
$30,916.18. De Lage will receive a lump sum payment from Available
Cash on the Effective Date of the Plan in the amount of $15,000, an
increase from the $10,000 provided for in the original version of
the plan, and will file a satisfaction of judgement with the
Forsyth County Register of Deeds and Clerk of Court within ten days
of the receipt of the $15,000.00 payment and it clearing the bank
upon which it is drawn.
A full-text copy of the Amended Disclosure Statement dated December
31, 2018, is available at https://tinyurl.com/y989cro8 from
PacerMonitor.com at no charge.
About Greater Cleveland Avenue Christian Church
Greater Cleveland Avenue Christian Church is a non-profit religious
organization in Winston-Salem, North Carolina.
Greater Cleveland Avenue Christian Church sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
18-50410) on April 20, 2018. Bishop Sheldon M. McCarter, member
and pastor, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million. Judge Catharine R. Aron presides over the case. Samantha
K. Brumbaugh, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP, is
the Debtor's legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Greater Cleveland Avenue Christian Church,
as of May 8, 2018.
GREGORY TE VELDE: Trustee Selling Lost Valley Farm for $67 Million
------------------------------------------------------------------
Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde,
asks the U.S. Bankruptcy Court for the Eastern District of
California to authorize the sale of all Oregon land, buildings,
fixtures, and improvements consisting of approximately 7,300 acres
+/-, South of Homestead Lane and East of Bombing Range Road
commonly known as the "Lost Valley Farm," including without
limitation all existing pivots and irrigation equipment, all dairy
barns and equipment and milling equipment and other buildings, all
water and irrigation rights, all planted and growing crops, all
mineral and gas rights, all easements of any kind, and
substantially all feed inventories on the land on the date of
closing and rolling stock/motorized equipment and implements
attachments, tools, and fixtures currently installed or in use, to
Canyon Farm, LLC for $66,879,000, cash, subject to overbids.
A hearing on the Motion is set for Feb. 6, 2019 at 10:30 a.m.
The Debtor acquired the Lost Valley Farm in November 2015, to
develop and operate as a state-of-the-art dairy. He purchased the
Lost Valley Farm from Boardman Tree Farm, LLC ("BTF"), which
operated a commercial lumber farm on the property. BTF financed
the purchase with a $55 million purchase money deed of trust and
leased back portions of the land through 2026 to continue to
harvest commercial lumber.
Following the purchase of the land the Debtor commissioned the
construction of a large dairy operation and obtained a highly
regulated "Confined Animal Feeding Permit" ("CAFO") from the Oregon
Department of Agriculture ("ODA"). The Debtor further acquired
millions of dollars of rolling stock and other agricultural
equipment, a large dairy herd, and installed an extensive
irrigation system over approximately half of the land comprising
the Lost Valley Farm. All of this was done on a highly leveraged
basis, resulting in numerous mechanics
liens, agricultural service liens, and other defaults.
The Trustee believes that there is a significant probability that
the Estate has significant administrative priority liability to the
ODA for environmental law violations. Thus, were the Estate to
attempt to abandon the Lost Valley Farm, there is a serious
possibility that the ODA or other agencies could file an
administrative claim which would consume the entire equity of the
Estate otherwise available for unsecured creditors.
The Trustee believes that it would take an infusion of at least $35
to $40 Million in capital to successfully reorganize the Lost
Valley Farm by fully developing the crop land for nutrient
management, adding manure separating capacity, building out the
remaining barns and facilities, completing and fixing the design
flaws of the dairy layout, rendering the environmental containment
system in compliance with the CAFO Permit, and completing the
other improvements necessary to allow the Lost Valley Farm to
operate profitably. Given the amount of existing leverage, there
is no source for those funds. For these reasons, the Trustee has
determined that a sale of the Lost Valley Farm as a going concern
is in the best interests of creditors.
From and after his appointment, the Trustee and his staff and his
broker have engaged in extensive marketing efforts for the Lost
Valley Farm. On Dec. 18, 2018, the Trustee and Canyon Farm
entered into an Asset Purchase Agreement to acquire the Acquired
Assets of the Lost Valley Farm (generally all real and personal
property associated with the operation except for the livestock)
for the sum of $66,879,000 all cash. On Jan. 4, 2019, the Trustee
and Canyon Farm entered into a First Amendment to Asset Purchase
Agreement incorporating a detailed equipment list of some of the
personalty to be included in the sale.
To ensure that the proposed sale generates the highest possible
price, the Trustee believes that it is appropriate to offer the
subject property for sale subject to overbid. In that connection,
he has filed a Motion for Approval of Bidding and Sales Procedures
which the Court granted on Jan. 9, 2019 [except for the amount of
the Termination Fee0, which is to be resolved on Jan. 23, 2019],
and which sets forth detailed bidding procedures designed to
enhance the price if other qualified buyers are interested.
The Acquired Assets are subject to certain liens and encumbrances.
The Buyer requires that the Acquired Assets be delivered free and
clear of all liens and encumbrances. The Trustee proposes that the
following senior undisputed liens, encumbrances, and other
interests be paid at the close of escrow: (a) the approximate sum
of $1.7 million due and payable to the County of Morrow for unpaid
real and personal property taxes due through the close of escrow;
(b) the approximate sum of $438,675 due Diversified Financial
Services in full satisfaction of its equipment liens; (c) the
approximate sum of $306,555 due AGCO Finance, LLC in full
satisfaction of its equipment liens; (d) the approximate sum of
$120,877 due John Deere Construction and Forestry Company in full
satisfaction of its equipment liens; (e) the approximate sum of
$12,256 due John Deere F.S.B. in full satisfaction of its equipment
liens; and (f) the approximate sum of $727,600 due DeLaval Dairy
Service in full satisfaction of its equipment lien.
The Trustee further proposes to pay from the proceeds of sale all
normal and customary seller's closing costs, and a brokerage
commission to Schuil & Associates in the amount of $1,337,580.00
representing two percent (2%) of the sales price of the Acquired
Assets, pursuant to the Court' Order Authorizing Employment of
Broker for Dairy Operations entered on Nov. 29, 2018.
After payment of the above noted claims and expenses, the Trustee
estimates that there will remain approximately $62,200,000 on hand
from the sales proceeds. He proposes to disburse $53 millionj of
this fund to Boardman Tree Farm, LLC in partial satisfaction of its
first deed of trust on the real property portion of the Acquired
Assets and $2 million to Rabobank, N.A. in partial satisfaction of
its senior UCC-1 Financing Lien on the personal property portion of
the Acquired Assets. This will leave the sum of approximately $7.2
million to provide adequate protection to (a) Boardman Tree Farm,
LLC and Rabobank to ensure an reasonably accurate apportionment of
the purchase price between realty and personalty and (b) the
disputed liens set forth below, in the highly unlikely event that
any of them have priority over Boardman Tree Farm, LLC and/or
Rabobank, to the extent they are valid.
About Gregory John te Velde
Tipton, California-based Gregory John te Velde filed for Chapter 11
bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018.
In his Chapter 11 petition, the Debtor estimated both assets and
liabilities between $100 million and $500 million. Mr. te Velde
does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost
Valley Farm. He formerly did business as Willow Creek Dairy.
Judge Fredrick E. Clement oversees the bankruptcy case.
Mr. te Velde is represented by Riley C. Walter, Esq., who has an
office in Fresno, California.
H N HINCKLEY: Manley Buying 1995 Chevy Kodiak Dump Truck for $3K
----------------------------------------------------------------
H N Hinckley & Sons, Inc., filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its proposed private sale
of a 1995 Chevy Kodiak Dump Truck to Bill Manley for $3,000, cash.
A hearing on the Motion is set for Feb. 20, 2019 at 11:30 a.m. The
objection deadline is Feb. 6, 2018 at 4:30 p.m.
The sale will take place no later than 15 days after entry of an
order allowing the sale. The terms of the proposed sale are more
particularly described in the Debtor's Motion for Order Authorizing
and Approving Private Sale of 1995 Truck filed with the Court on
Jan. 14, 2019. A Copy of the Motion to Approve 1995 Truck Sale is
available upon request from the counsel for the Debtor.
The Truck will be sold subject to all existing liens, attachments,
and encumbrances. The Debtor does not believe the Truck is subject
to any liens, attachments, or encumbrances. To the extent a lien
is of record in favor of Martha's Vineyard Savings Bank, the
underlying obligation has been satisfied. The Proposed Buyer will
be responsible for registration of the Truck and for the payment of
all registration fees and sales tax. The Proposed Buyer is
required to pay the balance of the purchase price, by certified
check or cashier's check, at closing.
Through the Notice, higher offers for the Property are solicited.
Any higher offer for the Property must be in the amount of at least
$3,150. Higher offers must be on all the same terms and conditions
provided in the Motion to Approve 1995 Truck Sale and the Notice,
other than purchase price.
If the sale is not completed by the buyer approved by the Court,
the Court, without further hearing, may approve the sale of the
Property to the next highest bidder.
The Purchaser:
Bill Manley
P.O. Box 252
Centerville, MA
About H N Hinckley & Sons
H N Hinckley & Sons, Inc., headquartered in Vineyard Haven,
Massachusetts, is a dealer of building material and supplies. H N
Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 18-10398) on Feb. 6, 2018. In the petition signed by Wayne M.
Guyther III, president, the Debtor estimated assets and liabilities
at $1 million to $10 million. The case is assigned to Judge Joan
N. Feeney. The Debtor tapped Posternak Blankstein & Lund LLP as
its legal counsel and Schlossberg LLC as the special counsel.
HCA INC: S&P Assigns 'BB-' Rating on New Senior Unsecured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '6'
recovery rating to Nashville-based HCA Inc.'s proposed senior
unsecured notes. S&P said, "The '6' recovery rating indicates our
expectation of negligible (0%-10%; rounded estimate: 0%) recovery
for lenders in the event of a payment default. The company is
issuing the notes for general corporate purposes, which may include
acquisitions. The 'BB-' issue-level rating is the same as our
rating on the company's existing senior unsecured debt."
S&P said, "Our 'BB+' issuer credit rating on the parent company HCA
Healthcare Inc. continues to reflect the company's substantial
scale, diversified business mix, and market presence, which
favorably distinguish it from other investor-owned health care
services companies. The rating also reflects our belief that HCA
will likely maintain leverage comfortably below 4.5x, though it
will use the majority of its internally generated free cash flow
and some debt capacity for share repurchases and acquisitions
rather than for permanent debt reduction."
RATINGS LIST
HCA Healthcare Inc.
Issuer credit rating BB+/Stable/--
New Rating
HCA Inc.
Sr Unsecd BB-
Recovery Rating 6(0%)
HENRY HERRMANN: Sale of Ocean City Property for $1.8M Granted
-------------------------------------------------------------
Judge Magdeline Coleman the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania authorized Henry Charles Herrmann and
Karen Joan Herrmann to sell to 2305 Wesley Avenue, LLC, (i) the
real property located at 2305 Wesley Avenue, Ocean City, New Jersey
for $1.71 million, and (ii) furniture for $50,000.
The sale is free and clear of all liens, claims and encumbrances.
The proceeds of the sale of the Property will be distributed as
follows:
(a) First, to satisfy all closing costs and expenses relating
to the sale, including all commissions payable to Berkshire
Hathaway Home Services Fox and Roach Realtors;
(b) Second, to Plaster/Greenberg, P.C. in the amount of
$25,000 on account of its outstanding administrative claim;
(c) Third to US Bank on account of its first priority, secured
claim in the amount of $1.6 million; and
(d) Fourth, all remaining proceeds, if any, to be paid to the
Debtor's estate.
No liens, claims, or encumbrances exist with respect to the
Property other than the lien of US Bank. As of the Closing, all
parties that have or could have asserted a lien claim or
encumbrance against the Debtors, other than US Bank, are hereby
enjoined from asserting such a lien claim or encumbrance.
Henry Charles Herrmann and Karen Joan Herrmann sought Chapter 11
protection (Bankr. E.D. Pa. Case No. 17-14040) on June 8, 2017.
The Debtors tapped Harry J. Giacometti, Esq. --
harry.giacometti@flastergreenberg.com -- at Flaster/Greenberg,
P.C., as counsel.
HENRY MELTON: Express Buying Property for $150K to Settle Suit
--------------------------------------------------------------
Henry J. Melton, II, and Scott Seidel, Trustee for the Debtor,
filed a joint motion asking the U.S Bankruptcy Court for the
Northern District of Texas to authorize the sale of a $1 million
face value promissory note, as modified, made by Express Working
Capital, LLC, with a balance owed thereon, exclusive of penalty
interest, of $646,000, to Express for $150,000.
The Trustee has undertaken a sale process to sell the Property.
The purchase of the Property is evidenced by: (i) Order Approving
the Sale of Certain Assets Pursuant to Bankruptcy Code Section 363;
and (ii) Order Approving Chapter 11 Trustee's Compromise and
Settlement Pursuant to Bankruptcy Rule 9019(a).
Annexed to the Order Approving Chapter 11 Trustee's Compromise and
Settlement is a compromise and settlement agreement with the
proposed buyer, Express. Under the Agreement, the Purchaser will
purchase the Property, and the Trustee will settle threatened
litigation against the Purchaser and certain of its affiliates as
specifically identified in the Agreement.
The Debtor and the Trustee file the Motion asking Court approval of
the sale. By separate motion, the Debtor and the Trustee will ask
Court approval of the compromise and settlement of the claims of
the Estate against the Purchaser and its affiliates as described in
the Agreement.
After the payment at the Closing of the Agreement, the proceeds
from the sale will be paid to the bankruptcy estate to be
distributed pursuant to the terms of Plan as herein defined for
satisfaction of professionals and creditor claims as provided by
the Plan. Said professional claims have been prior approved by
Application to the Court and orders entered thereon for pro rata
payment with creditor claims under the Plan.
By the Motion, the Debtor and the Trustee respectfully ask that the
Court enters the Proposed Orders authorizing the Trustee to sell
the Property free and clear of liens, claims, and interests,
conditioned on: (i) the full execution of the release and
settlement; (ii) the Closing of the payment of the purchase price
by the Purchaser of $150,000 on or before expiration of 14 days
from entry of the Proposed Orders. In that regard, the Debtor and
the Trustee will also ask authority for the Trustee by separate
motion to enter into compromise and settlement on the terms of
Exhibit A to the Proposed Orders.
Given the timetable for sale, the Trustee and the Debtor
respectfully submit that cause exists for the Court to waive the
14-day stay of Bankruptcy Rule 6004(h).
A copy of the Exhibit A attached to the Motion is available for
free at:
http://bankrupt.com/misc/Henry_Melton_221_Sales.pdf
About Henry J. Melton II
Henry J. Melton II sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 17-44206) on Oct. 14, 2017. The Debtor tapped Kevin S.
Wiley, Jr., Esq., at The Wiley Law Group, PLLC, as counsel.
The plan of liquidation was confirmed by Order of the Court on Nov.
15, 2018. Scott Seidel was appointed the chapter 11 trustee for
the Debtor and continues to serve in that capacity as the
post-confirmation Chapter 11 trustee.
HILL CONCRETE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------
Debtor: Hill Concrete Structures
1715 Corrigan Ct
La Verne, CA 91750
Business Description: Hill Concrete Structures is a privately held
company in La Verne, CA that offers concrete
and cinder building products.
Chapter 11 Petition Date: January 21, 2019
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Case No.: 19-10212
Judge: Hon. Mark S. Wallace
Debtor's Counsel: Michael Jones, Esq.
M JONES & ASSOCIATES, PC
505 N Tustin Ave Ste 105
Santa Ana, CA 92705
Tel: 714-795-2346
Fax: 888-341-5213
E-mail: mike@mjthelawyer.com
mike@MJonesOC.com
Total Assets: $997,122
Total Liabilities: $1,964,669
The petition was signed by James A. Hill, 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/cacb19-10212.pdf
HOUSTON TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Houston Transportation Services, LLC
dba Lone Star Cab
dba Square Deal Cab
dba Liberty Cab
5825 Kelley Street
Houston, TX 77026
Business Description: Houston Transportation Services, LLC is
privately held company in Houston, Texas, in
the taxicab business.
Chapter 11 Petition Date: January 21, 2019
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Case No.: 19-30271
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Christopher Adams, Esq.
OKIN ADAMS LLP
1113 Vine Street, Suite 201
Houston, TX 77002
Tel: 713-228-4100
Fax: 888-865-2118
Email: cadams@oakllp.com
- and -
Matthew Scott Okin, Esq.
OKIN ADAMS LLP
1113 Vine Street, Suite 240
Houston, TX 77002
Tel: 713-228-4100
Fax: 888-865-2118
Email: mokin@okinadams.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Duane Kamins, manager.
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/txsb19-30271.pdf
HOVNANIAN ENTERPRISES: Fitch Affirms CCC Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Hovnanian Enterprises,
Inc., including the company's Issuer Default Rating, at 'CCC'.
KEY RATING DRIVERS
High Debt Load and Leverage: HOV had debt of about $1.7 billion
(including $135.3 million of preferred stock), debt/EBITDA of 11.5x
and debt /capitalization above 100% as of Oct. 31, 2018. Since
year-end fiscal 2015, HOV repaid about $370 million of debt that
became due from cash flow. The company's capital structure is
untenable unless the improvement in housing extends for several
more years and HOV meaningfully improves liquidity and favorably
refinances, or extends, its debt maturities.
2018 Refinancing Provides Temporary Relief: In February 2018, HOV
completed several refinancing and debt exchange transactions with
GSO Capital Partners L.P. (GSO) that pushed out its debt
maturities. HOV's debt maturities are currently well laddered, with
the next debt maturity occurring in November 2020, when $75 million
of senior secured bonds mature. An additional $195 million of
senior secured bonds mature in November 2021 and $440 million of
senior secured bonds become due in July 2022. There is significant
refinancing risk in 2021 and 2022 as capital markets access remains
challenging for the company.
The refinancing transactions completed last year also led to
litigation, which was subsequently resolved. In January 2018,
Solus Alternative Asset Management LP filed a complaint with the
U.S. District Court for the Southern District of New York against
GSO and HOV relating to the exchange offer and related refinancing
transactions announced on Dec. 28, 2017. The complaint alleged,
among other things, improper and fraudulent structuring of
transactions to impact the credit default swap market. On May 30,
2018, the parties signed a stipulation of dismissal with prejudice
that ends the case as to all parties. The complaint and allegation
regarding the exchange and refinancing transactions may make it
difficult for HOV to access the capital markets in the future.
Debt Burden Constrains Growth: The company reduced land and
development spending during fiscal 2016 and 2017 to focus on debt
reduction. During fiscal 2016, HOV's wholly-owned active
communities decreased by 52 communities from 219 at Oct. 31 2015 to
167 at Oct. 31, 2016 as a result of lower spending, contribution of
communities to JVs and the exit of certain of its markets. The
company's active communities continued to decline throughout fiscal
2017, situating at 130 wholly owned communities as of Oct. 31,
2017. HOV's community count grew to 140 at Jan. 31, 2018 but
declined further to 123 communities as of Oct. 31, 2018.
Homebuilding revenues fell 19% in fiscal 2018 following a 10.7%
drop in fiscal 2017. Fitch expects revenues will decline
mid-single digits in fiscal 2019.
The company grew its total lots under control by more than 10%
during fiscal 2018 as lots under option expanded 26.6%
year-over-year. HOV expects to increase its community count during
the first half of fiscal 2019.
Geographic and Product Diversity: HOV offers homes for sale in 123
communities in 25 markets across 14 states. The company ranks among
the top 10 builders in a number of its metro markets. HOV has some
concentration in Houston, with about 17% of fiscal 2018 revenues
generated from this metro market and roughly 12% of inventory as of
Oct. 31, 2018 is in the Houston market. Management estimates that
about 26% of its 2017 product designs were directed to first-time
homebuyers, 38% to the move-up segment, 19% to luxury buyers and
17% to the active lifestyle segment.
Land Strategy: HOV maintains a 5.9-year supply of lots, 36.8% of
which are owned, and the balance controlled through options and
JVs. HOV has one of the lowest percentage of owned-lots relative to
total lots controlled and has one of the lowest owned-lot supply
among the homebuilders in Fitch's coverage (behind only NVR, D.R.
Horton and M/I Homes). This strategy reduces the risk of downside
volatility in a contracting housing environment.
Land and Development Spending: During fiscal 2018, HOV spent $566.8
million on land and development activities, compared with $555
million spent in fiscal 2017, $567 million spent in fiscal 2016 and
$657 million spent in fiscal 2015. The reduced land and
development spending relative to homebuilding revenues during 2016
and 2017 meaningfully enhanced cash flow during those periods. HOV
generated $297.6 million of CFFO during fiscal 2017 and $387.7
million of CFFO during fiscal 2016. In 2018, the company reported
negative CFFO of $66.8 million as land and development spending as
a percentage of total homebuilding revenue increased to 29% from
23% in fiscal 2017 and 21% in fiscal 2016. Fitch expects HOV will
again report negative CFFO in fiscal 2019 (similar to fiscal 2018
levels), as inventory levels increase modestly this year.
Slowing Housing Market Growth: Fitch expects new housing activity
will improve slightly in 2019, despite slowing activity over the
past few months, as higher interest rates and eroding affordability
weakened demand. Fitch believes that the general strength of the
economy, combined with still high consumer confidence, low
unemployment and improving wage growth will continue to support the
housing market this year. Fitch expects housing starts will improve
1% (single-family starts grow 2.2%) while new home sales advance
1.6% and existing home sales are flat in 2019.
DERIVATION SUMMARY
HOV's rating is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity. Risk factors include the cyclical nature of
the homebuilding industry, the company's high debt load, high
leverage and relatively weak liquidity position. HOV was the 10th
largest homebuilder in the U.S. during 2017 based on home
deliveries, although the company's rank will slip in 2018 as most
large public homebuidlers reported higher deliveries while HOV
reported a 13.5% decline in deliveries during fiscal 2018.
Similarly to other public homebuilders in Fitch's coverage, HOV has
good geographic and price diversity and top 10 market positions in
several large metropolitan markets.
HOV's leverage (debt to capitalization above 100%) is meaningfully
higher than its peers, including Beazer Homes USA, Inc.
(B-/Positive). The company's high leverage and difficulty in
refinancing debt maturities has limited HOV's ability to invest in
new land holdings (and instead lowered inventory levels in 2016 and
2017 to generate cash and pay down debt), resulting in lower
community count and declining home deliveries and new orders. The
company expects community count growth in the early part of 2019.
Fitch expects the company's high debt load and leverage will
continue to constrain growth.
KEY ASSUMPTIONS
- Total housing starts increase 1% (single-family starts advance
2.2%) while new home sales advance 1.6% and existing home sales are
flat during 2019;
- HOV's homebuilding revenues decline mid-single digits in fiscal
2019;
- EBITDA margins are flat to slightly lower in fiscal 2019;
- HOV reports negative CFFO of $50 million to $75 million;
- The company continues to maintain liquidity (unrestricted cash
plus revolver availability) at the high end of its $170 million -
$245 million liquidity target.
Recovery Assumptions:
The recovery analysis assumes that HOV would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. The going-concern EBITDA estimate of $135
million reflects Fitch's projected EBITDA for fiscal 2019. This
amount is about 9.4% below the company's fiscal 2018 EBITDA.
An EV multiple of 6x is used to calculate a post-reorganization
valuation. Transactions involving homebuilding companies include a
9.5x enterprise value to EBITDA multiple on the 2018 acquisition of
CalAtlantic Homes by Lennar Corporation (based on a transaction
value of $9.3 billion at the time of the announcement and
Fitch-calculated EBITDA of $981 million for CalAtlantic Homes for
the LTM ending June 30, 2017). Trading multiples (EV/EBITDA) for
public homebuilders are currently around 7.6x and has been in the
6.0x - 10.x range for the past 12 months.
HOV's various secured debt is collateralized by a first lien on
specific assets (inventory, cash, and investments in JVs). In its
recovery analysis, Fitch used the percentage of cash and inventory
(out of total) securing the specific secured debt issues and
applied that percentage to the enterprise value to come up with an
implied collateral value for each of the secured debt issues,
including about 53.3% of the enterprise value allocated to the
first lien secured credit facility and 10% and 10.5% senior secured
notes and 19.2% of the enterprise value allocated to the 9.5% first
lien notes due 2020 and 2% and 5% first lien notes due 2021. Fitch
also assumed that the unencumbered assets and the excess value from
property specifically pledged to certain lenders are distributed to
unsecured claims on a pro rata basis, including the senior
unsecured noteholders and the deficiency claim portion held by
other secured lenders.
The waterfall results in a 100% recovery corresponding to an 'RR1'
rating for the first lien secured credit facility and a 37%
recovery corresponding to an 'RR4' rating for the 10% and 10.5%
senior secured notes due 2022 and 2024. The first lien secured
credit facility and the 10% and 10.5% senior secured notes are
collateralized by the same assets. However, the liens securing the
10% and 10.5% notes rank junior to the liens securing the credit
facility. The waterfall also indicates a 56% recovery
corresponding to an 'RR3' rating for the company's 5% and 2% senior
secured notes due 2021 and the 9.5% senior secured notes due 2020,
a 9% recovery corresponding to an 'RR6' rating for the company's
senior unsecured notes, and the company's preferred stock is
assigned an 'RR6' based on zero recovery.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Fitch may consider a positive rating action if the housing
recovery is meaningfully better than its current sector outlook and
is maintained over a multi-year period, allowing HOV to reduce
debt, improve its liquidity and strengthen its credit metrics,
including FFO interest coverage and EBITDA/interest coverage at or
above 1.25x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- HOV's liquidity position (cash plus revolver availability)
falls below $150 million and the company does not provide a
credible plan to address its 2020-2022 maturities.
- Housing market conditions deteriorate meaningfully relative to
Fitch's expectations, further pressuring HOV's operating results.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity For Now: HOV ended fiscal 2018 with unrestricted
cash of $187.9 million and full borrowing availability under its
$125 million senior secured revolving credit facility. The secured
revolving credit facility will terminate on Dec. 28, 2019, and any
outstanding borrowings on such date will convert to a secured term
loan that matures on Dec. 28, 2022. Fitch expects the company will
fully draw the revolver prior to its termination to provide extra
liquidity. On Jan. 15, 2019, the company completed a previously
announced private placement of $25 million of 10.5% senior secured
notes due 2024 to GSO for incremental liquidity. These notes were
issued as an add-on to HOV's existing $400 million 10.5% senior
secured notes due 2024 issued in July 2017.
Negative CFFO and Debt Maturities to Pressure Liquidity Beyond
2019: HOV has maintained liquidity (cash plus revolver
availability) at or above the high-end of its $170 million - $245
million target over the past two years. Fitch expects the company
will continue to maintain liquidity at the high-end of its range
through 2019 but liquidity will erode in subsequent years as the
company generates flat to negative CFFO, repays debt maturities,
and the revolver terminates in December 2019. There is also
significant refinancing risk in fiscal year 2022, when $635 million
of debt become due.
ICON EYEWEAR: Seeks to Hire Cole Schotz as Legal Counsel
--------------------------------------------------------
Icon Eyewear, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Cole Schotz P.C. as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; review and file objections to claims; review
agreements relating to its business operations; assist in the
preparation of a bankruptcy plan; and provide other legal services
related to its Chapter 11 case.
The hourly rates range from $435 to $950 for members of the firm,
$275 to $525 for associates and $200 to $310 for paralegals. The
attorneys and paralegals primarily responsible for representing the
Debtor are:
Michael Sirota Member $950
David Bass Member $765
Rebecca Hollander Associate $325
Frances Pisano Paralegal $295
Cole Schotz received bankruptcy retainers in the total amount of
$178,000 in December 2018.
David Bass, Esq., at Cole Schotz, disclosed in a court filing that
his firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
Cole Schotz can be reached through:
Michael D. Sirota, Esq.
David M. Bass, Esq.
Rebecca W. Hollander, Esq.
Cole Schotz P.C.
Court Plaza North
25 Main Street
Hackensack, NJ 07601
Phone: (201) 489-3000
Fax: (201) 489-1536
E-mail: msirota@coleschotz.com
E-mail: dbass@coleschotz.com
E-mail: rhollander@coleschotz.com
About Icon Eyewear
Founded in 1987, Icon Eyewear, Inc. -- https://www.iconeyewear.com/
-- is a designer and creator of the latest fashion and active
sunglasses and reading glasses for womens, mens, juniors, and kids.
Its wholesale distribution network reaches more than 12,000 stores
worldwide, while partnering with nearly a dozen factories in Asia,
and establishing quality-control and sourcing offices in Europe and
Asia. The company operates out of its 130,000-square foot creative
studio, operations and distribution facility in South Hackensack,
New Jersey.
Icon Eyewear sought Chapter 11 protection (Bankr. D.N.J. Case No.
18-34902) on Dec. 20, 2018. In the petition signed by Brian
Liston, Sr. VP of Finance, the Debtor estimated assets of $10
million to $50 million and debt of the same range as of the
bankruptcy filing. The Hon. John K. Sherwood is the case judge.
Cole Schotz P.C., led by David M. Bass, Esq., is the Debtor's
counsel.
INFOR INC: Moody's Puts B3 CFR Under Review for Upgrade
-------------------------------------------------------
Moody's Investors Service placed Infor, Inc.'s credit ratings
including its B3 Corporate Family Rating, under review for upgrade
after the company announced it would be receiving an additional
investment of $1.5 billion from its owners Koch Equity Development
and private equity firm Golden Gate Capital. Infor announced that
it intends to use a portion of the proceeds to pay down debt.
RATINGS RATIONALE
Moody's believes that with this additional investment, pro forma
leverage is likely to be reduced by approximately 0.75 to 1.75
turns depending on the amount of debt that is ultimately paid off.
Pro forma leverage as of October 2018 was approximately 8x.
The review is driven by the potential that a significant portion of
the new sponsor investment will be used to pay-down debt and
significantly reduce the company's leverage. As part of this
transaction, Infor is planning to pay down $500 million of senior
secured notes due 2020 over the next month. The company is also
contemplating repaying $750 million of its HoldCo senior notes due
2021 in May, though they may be replaced with another form of
security, details of which have not been disclosed. The company is
planning to reduce leverage in anticipation of an initial public
offering over the next 12 - 24 months.
The review will focus on the form of investment, amount of debt to
be retired, the structure of any replacement securities as well as
general business prospects.
The following ratings were affected:
On Review for Upgrade:
Issuer: Infor, Inc.
Probability of Default Rating, Placed on Review for Upgrade,
currently B3-PD
Corporate Family Rating, Placed on Review for Upgrade, currently
B3
Issuer: Infor (US), Inc
Senior Secured Revolving Credit Facility, Placed on Review for
Possible Upgrade, currently B1 (LGD2)
Senior Secured Term Loans, Placed on Review for Upgrade, currently
B1 (LGD2)
Senior Secured Global Notes, Placed on Review for Upgrade,
currently B1 (LGD2)
Senior Unsecured Global Notes, Placed on Review for Upgrade,
currently Caa1 (LGD5)
Issuer: Infor Software Parent, Inc.
Senior Unsecured Pay-in-Kind Global Notes, Placed on Review for
Upgrade, currently Caa2 (LGD6)
Outlook Actions:
Issuer: Infor (US), Inc
Outlook, Changed To Rating Under Review From Stable
Issuer: Infor Software Parent, Inc.
Outlook, Changed To Rating Under Review From Stable
Issuer: Infor, Inc.
Outlook, Changed To Rating Under Review From Stable
The principal methodology used in these ratings was Software
Industry published in August 2018.
INMAR INC: S&P Affirms 'B' Issuer Credit Rating on YouTech Deal
---------------------------------------------------------------
Inmar Inc. plans to issue $415 million of incremental first-lien
term loan to partially finance the acquisition of You Technology
LLC (YouTech), a subsidiary of The Kroger Co.
On Jan. 17, 2019, S&P Global Ratings affirmed its 'B' issuer credit
rating on Inmar Inc. S&P also affirmed its 'B' rating on the
company's $75 million first-lien revolver due in 2022 and existing
$580 million first-lien term loan due in 2024.
At the same time, S&P affirmed its 'CCC+' issue-level rating on
Inmar's $175 million second-lien term loan.
On Jan. 18, 2019 S&P assigned its 'B' rating on the $415 million
incremental first-lien term loan with a '3' (55%)recovery rating.
S&P said, "The affirmation reflects our expectation that YouTech,
which offers digital coupons and rebates mostly for Kroger, will
generate upside opportunities for Inmar with CPGs as the company
becomes the exclusive provider of all non-targeted digital coupon
and rebate services to Kroger.
"The stable outlook reflects our expectation for improved CPG
spending, a smooth integration of YouTech, and moderating revenue
declines within some of the newer business lines, resulting in FOCF
to debt in the low to mid-single digit percent area and adjusted
debt to EBITDA in the mid-6x area by 2019.
"We could lower the rating over the next twelve months if a decline
in operating performance, increase in customer attrition, or
difficulty integrating YouTech prevents debt to EBITDA from
improving to less than 7x or FOCF to debt is sustained in the
low-single-digit percent area.
"Although unlikely over the next 12 months, we could raise the
rating if solid operating performance and cash flow generation
result in sustained leverage of less than 5x, and the company
commits to a more conservative financial policy."
ISMAIL ARSLANGIRAY: Plan Admin Selling Dupont Stock for $320K
-------------------------------------------------------------
Mark D. Waldron, the plan administrator for the estate of Ismail
Arslangiray, asks the U.S. Bankruptcy Court for the Western
District of Washington authorize him to enter into the Compromise
and Settlement Agreement in connection with the sale of any and all
interest the Estate holds in the shares of stock of Dupont Grocery,
Inc., to the Debtor for $319,800.
A hearing on the Motion is set for Feb. 14, 2019 at 9:00 a.m.
Certain disputes have arisen between the Debtor, the PA and various
creditors of the Estate concerning, among other issues: (1) whether
the Debtor is entitled to a homestead exemption, currently on
appeal, (2) the amount of any administrative claim to which the
Debtor may be entitled for payments made towards maintaining and
preserving his residence, including, but not limited to, real
estate taxes, insurance, the servicing of his mortgage,
maintenance, and the like, (3) the value of the Debtor's interest
in the Dupont Grocery, Inc. stock, (4) whether the PA may force the
sale of Dupont Grocery, Inc., as a going concern, and (5) whether
the Debtor or any entity in which Debtor holds an interest or
influence may take steps to frustrate or interfere with the
liquidation of the assets by PA.
As provided in the confirmed Chapter 11 Plan, the PA and the Debtor
agree that the PA may sell the residence and administer the
proceeds as provided in the Plan. Pursuant to the Court's ruling
of Dec. 13, 2018, the Debtor is entitled to his Washington State
homestead exemption as claimed ($119,800) without the need of an
evidentiary hearing. However, the Debtor agrees to apply this
exemption amount toward the purchase price of the Dupont Grocery
stock. While the creditors may have appealed the homestead award,
the PA is asking that the appeal eventually be dismissed in
conjunction with the settlement.
Additionally, the Debtor will be allowed an administrative claim
for real estate taxes, insurance, maintenance, mortgage payments,
and the like, which the Debtor paid during the Chapter 11
proceeding. While the Debtor alleges a higher amount, for purposes
of settlement, such administrative claim will be fixed in the
amount of $75,000 without the need for Debtor to file a separate
motion to establish such claim, subject to the conditions set forth
in the Settlement Agreement. This resolution allows the PA to sell
the residence free and clear of any claims or interest of the
Debtor, with all net proceeds being administered in the case for
the benefit of the creditors.
Pursuant to the terms of the settlement, the PA will liquidate the
Estate's interest in Dupont Town Square Development, LLC and
administer the proceeds as provided in the confirmed Chapter 11
Plan. The Debtor will separately, as a material term of this
Agreement, stipulate to entry of an injunction order in the
bankruptcy case prohibiting Debtor, or any entities in which Debtor
has any legal interest in or legal influence over, from any and all
interference of any type or kind, monetary or otherwise, in the
PA's efforts to liquidate this or any other assets of the Estate,
including City of Dupont permit applications by a prospective buyer
or developer, as long as the Estate has any interest in Dupont Town
Square, LLC. The PA asks Court approval of Exhibit 2, which would
become effective upon the granting of the Motion in all respects.
This should facilitate the sale of the LLC asset, which will
benefit the creditors.
As valuable additional consideration for this resolution, the
Debtor agrees to pay all outstanding and future fees and costs of
the Debtor's professionals (attorneys and CPAs), subject to the
limitation in the Settlement Agreement. Such payments will be made
by Debtor outside of the Plan, thereby substantially increasing
distributions to creditors by such amounts.
In addition to compromising these disputes, the Debtor agrees to
purchase, and the Estate agrees to sell, any and all interest the
Estate holds in the shares of stock of Dupont Grocery, Inc. free
and clear of all liens and encumbrances in consideration of payment
to the Estate by the Debtor in the collective amount of $319,800.
The purchase price is comprised of $125,000 cash, the homestead
exemption amount of $119,800, and the $75,000 credit for Debtor's
administrative claim, which collectively will be the purchase price
for these shares of stock. The Debtor will be solely responsible
to pay any and all costs associated with the transfer of the shares
of stock in Dupont Grocery, Inc.
The Payment of the cash portion will be due as follows: $110,000
paid within 30 days of the Bankruptcy Court's entry of an Order
approving the Settlement Agreement, with the balance of $15,000 due
within 90 days of Court approval. However, if the Order approving
the Motion is subject to any stay pending appeal, then such
payments will be due in the corresponding time periods upon
resolution of such appeal resulting in the Order being upheld.
The settlement and resolution of issues anticipates that, upon full
compliance with all terms, the Debtor will be granted a discharge
in the proceeding. The Settlement Agreement provides the specifics
for such relief.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Ismail-Arslangiray_1104_Sales.pdf
About Ismail Arslangiray
Ismail Arslangiray sought Chapter 11 protection (Bankr. W.D. Wash.
Case No. 11-42290) on March 24, 2011.
The Debtor's Chapter 11 Plan was confirmed in 2013. The Court
appointed Mark D. Waldron as the plan administrator for the estate
of the Debtor.
As of January 2019, all assets of the bankruptcy estate have been
liquidated or abandoned
except for the following four assets: (1) Debtor's personal
residence located at 2906 North 30th Street, Tacoma, WA 98407, (2)
Debtor's 92.8 percent ownership in the outstanding shares of stock
in Dupont Grocery, Inc., (3) certain cash being held by the Plan
Administrator in the Estate account, and (4) Debtor's one-third
ownership interest in Dupont Town Square, LLC, which holds title to
certain vacant real property located in the City of Dupont,
Washington.
JAMES GARRETT: JN Buying Sully County Property for $1.75 Million
----------------------------------------------------------------
James Edward Garrett and Sandra Ann Garrett ask the U.S. Bankruptcy
Court for the District of South Dakota to authorize them (i) to
sell the estate's two-thirds interest in 480 acres of land located
in Sully County, South Dakota, also known as Township 115 North,
Range 79 West, Sully County, South Dakota, to JN, LLC for $1.7
million, the estate's share being $1,166,667; and (ii) to
lease-back, for a period of seven years at an annual rent of
$140,000, the estate's interest in the real estate being sold, with
the Debtors having an option to re-purchase the property.
As of the petition date, the Debtors possessed a two-thirds
interest in approximately 5,257 acres. Pursuant to an appraisal in
January 2017, 5,100 acres had an appraised value of $19 million.
The home quarter, with the buildings, was valued at $3 million. As
of the petition date, Great Western Bank held a collateral real
estate mortgage covering the entire 5,257 acres.
By the Motion, Debtors are asking an order authorizing them to sell
their interest in the real estate described free and clear of all
claims, liens, mortgages, security interests, charges, encumbrances
and other interests. They propose to sell their interest in
conjunction with their son's interest in order to realize the
highest potential value for the estate. Their son, Levi Edward
Garrett, will be filing a similar motion in his chapter 11 case,
Case No. 17-30034.
The Debtors and their son have entered into a Purchase Agreement
with the Buyer.
The material terms are:
a. The Purchase Price is $1.75 million.
b. Closing is set for January 25, 2019.
c. The sale is subject to Bankruptcy Court approval.
d. Real estate taxes are to be prorated.
e. All costs associated with the Commitment, the Owner's
Policy of Title Insurance (including, without limitation, the
premium therefor) and the Underlying Documents, the closing fee
due the Title Company, the deed preparation and recording fees and
any wire transfer fees associated with the Buyer' payment of the
Purchase Price will be shared equally by Seller and Buyer.
f. The Seller will pay the realtor commission of 5%. Pursuant
to the listing agreement, out of the 5% realtor commission, the
realtor will pay sales tax on the fee, transfer fee on selling
price, recording fee for satisfaction, and wire transfer for payoff
of loan.
g. Each party is responsible for their own attorney's fees.
h. No survey is required.
i. Time is of the essence.
j. The property is sold "as is."
k. The Buyer has placed the contingency of closing on Jan. 25,
2019 as a condition of the sale.
l. The Seller acknowledges that John Erck, the Buyer' sole
Member, is a licensed real estate agent.
Ronald Stock, of BigIron Realty, is the Debtors' listing broker.
The Appointed Agent is John Erck. An application for the
employment of BigIron Realty will be filed upon receipt of the
signature page from an officer of the realty firm.
The Debtors' share of the net proceeds will be two-thirds. After
payment of closing costs, they would request the Court authorize
the Title Company to hold the net proceeds in escrow pending the
consent by Great Western Bank or Court Order as to how the proceeds
should be distributed. The Debtors believe the sale is the best
that can be obtained for the real estate being sold as the buyer is
willing and able to pay the purchase price agreed to. The value of
the real estate was determined from the appraisal from January 2017
done by John Widdoss, MAI, ARA.
By the Motion, the Debtors are asking that the Court approves the
lease-back of the property being sold.
The material terms of the lease are:
a. Term of seven years.
b. The Debtors are responsible for the annual lease payment of
$140,000; however, pursuant to their ordinary business arrangement
with their son, the annual rent will be paid 50-50.
c. Landlord pays real estate taxes.
d. Option to Purchase during the period between Jan. 27, 2021
and Jan. 24, 2026.
e. Option price of $1.75 million.
The Debtors ask the Court’s order authorizing the proposed sale
of land not be stayed for the 14-day period as provided for at Fed.
R. Bank. P. 6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/James_Garrett_419_Sales.pdf
The Purchaser:
JN, LLC
136 North Harmon Drive
Mitchell, SD 57301
Counsel for the Debtor:
Stan H. Anker,Esq.
ANKER LAW GROUP, P.C.
1301 West Omaha Street, Suite 207
Rapid City, SD 57701
Telephone: (605) 718-7050
Facsimile: (605) 718-0700
E-mail: sanker@ankerlawgroup.com
James Edward Garrett and Sandra Ann Garrett sought Chapter 11
protection (Bankr. D. S.D. Case No. 17-30033) on Sept. 28, 2017.
The Debtors tapped Stan H. Anker, Esq., at Anker Law Group, P.C.,
as counsel.
JEANETTE HUNTER: Elder Agency Buying Muskogee Property for $210K
----------------------------------------------------------------
Jeanette Leann Hunter asks the U.S. Bankruptcy Court for the
Eastern District of Oklahoma to authorize the private sale of the
tract of land in Lot 10 of Harvison Subdivision to the City of
Muskogee, Oklahoma to Elder Agency, LLC, for $210,000.
Hunter is proposing to sell the Property, free and clear of all
liens, claims, encumbrances and other interest, as set forth in the
Oklahoma Uniform Contract of Sale of Real Estate. Hunter is aware
of liens encumbering the Property.
Terry Burnett Trust, Michael G. Davis and Annette E. Davis filed a
Proof of Claim in the case asserting a secured claim in the sum of
$237,615. Hunter and the Burnett Trust have negotiated an allowed
secured claim in the sum of $128,875. By separate motion, Hunter
will ask authority from the Court to satisfy the secured claim of
the Burnett Trust directly at closing.
Finesse Construction, LLC filed a Proof of Claim in the case
asserting a secured claim in the sum of $61,965. Hunter and
Finesse Construction have negotiated an allowed secured claim in
the sum of $46,844. By separate motion, Hunter will ask authority
from the Court to satisfy the secured claim of Finesse Construction
directly at closing.
The Muskogee County Treasurer filed a Proof of Claim in the sum of
$17,552. Hunter believes that the majority of this claim encumbers
real estate other than the Property. To the extent valid, the claim
of Muskogee County will be paid directly at closing.
Subject to Bankruptcy Court approval, Hunter has entered into the
Contract.
The terms of the sale are:
a. The purchase price is $210,000;
b. The purchaser is Elder Agency, LLC or its assigns;
c. The Property will be sold in "as is, where is" condition;
Hunter will pay the cost to bring the abstract up to date,
documentary stamps and the seller's typical closing costs. A
closing for the sale of the Property will be held within 30 days of
the entry of the Order approving sale. Sale of the Property is not
subject to or conditioned upon financing. No representations,
expressed or implied, concerning the Property are or have made by
Hunter, other than what is set forth.
A copy of the Contract is available for free at:
http://bankrupt.com/misc/Jeanette_Hunter_90_Sales.pdf
Counsel for the Debtor:
Karen Carden Walsh, Esq.
RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS
502 West 6th Street
Tulsa, OK 74119-1010
Telephone: (918) 587-3161
Facsimile: (918) 587-9708
Jeanette Leann Hunter sought Chapter 11 protection (Bankr. E.D.
Okla. Case No. 18-80810) on July 23, 2018. The Debtor tapped Karen
Carden Walsh, Esq., at Riggs Abney Neal Et Al Attorneys, as
counsel.
KISSNER HOLDINGS II: S&P Assigns 'B' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigns its 'B' issuer credit rating to Kissner
Holdings II L.P. and its 'B' issue-level rating to the company's
proposed $310 million senior secured first-lien credit facility.
Kissner acquired evaporated-salt producer US Salt in December 2017,
and the recent NSC acquisition adds de-icing salt and related
offerings to its product portfolio. The combination also
diversifies addressable end markets and streamlines production and
transportation processes. S&P said, "The 'B' rating incorporates
our forecast for about $178 million in revenues for 2019, on the
smaller end compared to other metals and mining companies we rate.
It also reflects our expectations for elevated leverage above 6x in
the next year and financial sponsor ownership, which we typically
expect to result in more aggressive financial policies."
S&P said, "The stable outlook reflects our expectation that
Kissner's leverage will remain high over the next 12 months, with
debt to EBITDA of 6.6x in 2019 and 6x in 2020. The earnings and
cash flow improvement is expected to come from expansion
initiatives and recently implemented price increases offset by the
associated debt from the NSC Minerals acquisition.
"We could downgrade Kissner if debt to EBITDA increased above 7x
and we expected it to be sustained there. This could occur if
EBITDA declined below $59 million and result from the loss of a
major customer, a change in demand fundamentals that weaken
pricing, or a series of milder-than-expected winters.
"Given the company's limited scale, scope, and diversity, as well
as elevated leverage, we view an upgrade as unlikely over the next
12 months. However, we could upgrade the company if it expanded in
size and scope, possibly through acquisitions. We could also
upgrade Kissner if leverage fell below 5x and the financial sponsor
and management committed to remain below this level."
KSW CPA: Seeks to Hire Davis Ermis as Legal Counsel
---------------------------------------------------
KSW CPA, P.C. seeks authority from the US Bankruptcy Court for the
Northern District of Texas to hire Davis, Ermis & Roberts, P.C. as
its legal counsel.
The firm will advise KSW CPA regarding its powers and duties as
debtor-in-possession in the continued operation of its business,
and will provide other legal services related to its Chapter 11
case.
Craig Davis, Esq., the attorney who will be handling the case,
charges an hourly fee of $350. Legal assistants charge $125 per
hour.
Mr. Davis assures the court that he does not represent any interest
adverse to Debtor and its bankruptcy estate in the matters upon
which it is to be engaged.
The firm can be reached through:
Craig D. Davis, Esq.
Davis, Ermis, & Roberts, P.C.
1010 N Center St., Suite 100
Arlington, TX 76011
Phone: 817-265-8832
About KSW CPA, P.C.
Based in Arlington, Texas, KSW CPA, P.C. filed a petition under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
18-45021) on December 24, 2018, listing under $1 million in both
assets and liabilities. The Debtor tapped Craig Douglas Davis,
Esq., at Davis, Ermis & Roberts, P.C. as its legal counsel.
L REIT LTD: Hires Marcus & Millichaps as Real Estate Broker
-----------------------------------------------------------
L Reit, Ltd. and Beltway 7 Properties, Ltd. seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
real estate broker Marcus & Millichap Real Estate Investment
Services.
The firm will assist the Debtors in the sale of their office
properties located at:
a. 7840 N. Sam Houston Pkwy W 77064 (Res. B1 Blk 2 Heron Lakes
Estates 1.8306 AC)
b. 7850 N. Sam Houston Pkwy W 77064 (Res. A Blk 1 Turfway
Office Park 1.4400 AC)
c. 7900 N. Sam Houston Pkwy W 77064 (Res. D & E3 Blk 1 Heron
Lakes Estates 2.3347 AC)
d. 7904 N. Sam Houston Pkwy W 77064 (Res. C1 C9 E1 & E5 Heron
Lakes Estates 1.6538 AC)
e. 7904 N. Sam Houston Pkwy W 77064 (Res. C2 E2 & E4 Heron
Lakes Estates .5692 AC)
f. 7906 N. Sam Houston Pkwy W 77064 (Res. A Blk 1 Sandtrap Iii
2.3330 AC)
g. 7908 N. Sam Houston Pkwy W 77064 (Res. C3 & C5-A Blk 1
Heron Lakes Estates 1.3240 AC)
h. 7908 N. Sam Houston Pkwy W 77064 (Res. C8 Blk 1 Heron Lakes
Estates .3178 AC)
i. 10740 N Gessner Rd 77064 (Rec C5 Blk 1 Heron Lakes Estates
1.0022 AC)
j. 10740 Gessner Rd 77064 (Res C6 Blk 1 Heron Lakes Estates
1.4305 AC)
Marcus & Millichap will get a commission of 3% of the total sales
price of the properties sold.
Keith Lloyd, a real estate broker employed with Marcus & Millichap,
attests that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Keith E. Lloyd
Marcus & Millichap Real Estate Investment Services
3 Riverway, #800
Houston, TX 77056
Phone: (713) 452-4200
About L REIT Ltd. and Beltway
7 Properties Ltd.
L REIT, Ltd. is a privately-held lessor of real estate based in
Houston, Texas. Its principal assets are located at 7900, 7904,
7906, 7908, 7840, and 7850 N. Sam Houston Parkway, and 10740 N.
Gessner Road, Houston, Texas.
Beltway 7 Properties, Ltd. retains a 99% ownership interest in L
Reit and is its sole limited partner.
L REIT and Beltway 7 Properties sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 18-36881)
on December 5, 2018.
At the time of the filing, L REIT estimated assets of $50 million
to $100 million and liabilities of $50 million to $100 million.
Beltway estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.
The cases have been assigned to Judge David R. Jones.
LEMEN INC: Plan Payments to Total $10,965
-----------------------------------------
Lemen, Inc., filed a Second Amended Disclosure Statement explaining
its Chapter 11 Plan to disclose additional information regarding
its ability to fund and complete the Plan.
According to the Debtor, the expected payments under the proposed
plan total $10,965.77. The principal of the Debtor will make up
the shortfall until the Debtor gets additional tenants to fill the
vacancies.
Class 6 - The allowed claims of non-insider unsecured creditors
will be paid in full over a period of 84 months. The estimated
amount of unsecured claims is $77,419.39. The first payment will
not be paid until February, 2020. The Debtor will pay $921.66 per
month pro rate for 84 months to holders of allowed unsecured
claims who are not insiders or officers of the Debtor until such
claimants are paid in full. Insiders or officers of the Debtor will
not receive a distribution. This class is impaired.
Class 2 - The allowed secured claim of Velocity Commercial Capital,
LLC in the amount of $401,518.21. The outstanding amount will be
amortized over 117 months at the contract rate of 8.24%. The
Debtor will pay $5,000.00 per month for a period of 12 months and
then refinance the property for a lump sum payoff of $373,511.75
on or before January 31, 2020. The class is impaired.
Class 7 - The members of the Debtor shall retain all property of
the estate. The Debtor's principal shall not receive a draw and/or
salary in excess of the current draw/salary of approximately $ 1
,000.00 per week until creditors in Class 6 are paid in full. The
Debtor shall pay the United States Trustee the appropriate sum
within ten (10) days of the entry of this order for
pre-confirmation periods and simultaneously provide to the United
States Trustee an appropriate affidavit indicating the cash
disbursements for the relevant period.
The plan will be funded by the income received by the Debtor from
current and future projects it is awarded. The Debtor has attached
the debtor in possession monthly reports and future projections.
The Plan of Reorganization is deemed by the Debtor to be feasible.
A full-text copy of the Second Amended Disclosure Statement dated
January 2, 2019, is available at https://tinyurl.com/ybhye6mq from
PacerMonitor.com at no charge.
About Lemen Inc.
Lemen, Inc., based in Fort Pierce, FL, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 18-19540) on August 4, 2018. The Hon.
Erik P. Kimball presides over the case. Brian K. McMahon, Esq., at
Brian K. McMahon, P.A., serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Elizabeth
Mendez, president. The Debtor tapped Brian K. McMahon, P.A., as its
bankruptcy attorney.
LEVI GARRETT: JN Buying Sully County Property for $1.75 Million
---------------------------------------------------------------
Levi Edward Garrett asks the U.S. Bankruptcy Court for the District
of South Dakota to authorize him (i) to sell one-third interest in
480 acres of land located in Sully County, South Dakota, also known
as Township 115 North Range 79 West, Sully County, South Dakota, to
JN, LLC of Mitchell, South Dakota, for $1.75 million, the estates
share being $583,333; and (ii) to lease-back, for a period of seven
years at an annual rent of one-third of $140,000, the estate's
interest in the real estate being sold, with the Debtor having an
option to re-purchase the property.
As of the petition date, the Debtor possessed a one-third interest
in approximately 5,257 acres. Pursuant to an appraisal in January
2017, 5,100 acres had an appraised value of $19 million, plus the
home quarter, with the buildings, was valued at $3 million.
As of the petition date, Great Western Bank held a collateral real
estate mortgage covering the entire 5,257 acres.
By the Motion, the Debtor is asking an order authorizing him to
sell his interest in the real estate free and clear of all claims,
liens, mortgages, security interests, charges, encumbrances and
other interests. He asks to sell his interest in conjunction with
his parents' interest in Order to realize the highest potential
value for the estate. The Debtor's parents, James Edward Garrett
and Sandra Ann Garrett, will be filing a similar motion in their
chapter 11 case, Case No. 17-30033.
The Debtor and his parents have entered into a Purchase Agreement
with the Buyer.
The material terms are:
a. The Purchase Price is $1.75 million.
b. Closing is set for Jan. 25, 2019.
c. The sale is subject to Bankruptcy Court approval.
d. Real estate taxes are to be prorated.
e. All costs associated with the Commitment, the Owner's
Policy of Title Insurance (including, without limitation, the
premium therefor) and the Underlying Documents, the closing fee
due the Title Company, the deed preparation and recording fees and
any wire transfer fees associated with the Buyer' payment of the
Purchase Price will be shared equally by Seller and Buyer.
f. The Seller will pay the realtor commission of 5%. Pursuant
to the listing agreement, out of the 5% realtor commission, the
realtor will pay sales tax on the fee, transfer fee on selling
price, recording fee for satisfaction, and wire transfer for payoff
of loan.
g. Each party is responsible for their own attorney's fees.
h. No survey is required.
i. Time is of the essence.
j. The property is sold "as is."
k. The Buyer has placed the contingency of closing on Jan. 25,
2019 as a condition of the sale.
l. The Seller acknowledges that John Erck, the Buyer' sole
Member, is a licensed real estate agent.
Ronald Stock, of BigIron Realty, is the Debtors' listing broker.
The Appointed Agent is John Erck. An application for the employment
of BigIron Realty will be filed upon receipt of the signature page
from an officer of the realty firm.
The Debtor's share of the net proceeds will be one-third. After
payment of closing costs, they would request the Court authorize
the Title Company to hold the net proceeds in escrow pending the
consent by Great Western Bank or Court Order as to how the proceeds
should be distributed. The Debtor believes the sale is the best
that can be obtained for the real estate being sold as the buyer is
willing and able to pay the purchase price agreed to. The value of
the real estate was determined from the appraisal from January 2017
done by John Widdoss, MAI, ARA.
By the Motion, the Debtor is asking that the Court approves the
lease-back of the property being sold.
The material terms of the lease are:
a. Term of seven years.
b. The Debtor is responsible for the annual lease payment of
$140,000; however, pursuant to their ordinary business arrangement
with their son, the annual rent will be paid 50-50.
c. Landlord pays real estate taxes.
d. Option to Purchase during the period between Jan. 27, 2021
and Jan. 24, 2026.
e. Option price of $1.75 million.
The Debtors ask the Court's order authorizing the proposed sale of
land not be stayed for the 14-day period as provided for at Fed. R.
Bank. P. 6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Levi_Garrett_502_Sales.pdf
The Purchaser:
JN, LLC
136 North Harmon Drive
Mitchell, SD 57301
Counsel for the Debtor:
James P. Hurley
BANGS, McCULLEN, BUTLER, FOYE & SIMMONS, LLP
333 West Boulevard, Suite 400
1301 West Omaha Street, Suite 207
P.O. Box 2670
Rapid City, SD 57709
Telephone: (605) 343-1040
E-mail: ihurley@bangsmcullen.com
About Levi Edward Garrett
Levi Edward Garrett possessed a one-third interest in 5,257.06
acres of land located in Sully County, South Dakota. Pursuant to
an appraisal in January 2017, the 5,100.06 acres had an appraised
value of $19 million, plus the home quarter, with the buildings,
was valued at $3 million.
Levi Edward Garrett sought Chapter 11 protection (Bankr. D.S.D.
Case No. 17-30034) on Sept. 28, 2017.
The Debtor tapped Stan H. Anker, Esq., at Anker Law Group, P.C., as
counsel.
LOYSVILLE STRUCTURES: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Loysville Structures
7034 Raccoon Valley Road
Millerstown, PA 17062
Business Description: Loysville Structures is a building
contractor in Loysville, Pennsylvania
specializing in two story structures,
garages, sheds, pole buildings, play houses,
pool houses, chicken coops, lawn furnitures,
and swing sets.
Chapter 11 Petition Date: January 21, 2019
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Harrisburg)
Case No.: 19-00244
Judge: Hon. Henry W. Van Eck
Debtor's Counsel: Lawrence V. Young, Esq.
CGA LAW FIRM
135 North George Street
York, PA 17401
Tel: 717 848-4900
Fax: 717 843-9039
Email: lyoung@cgalaw.com
tlocondro@cgalaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Levi Z. Fisher, Jr., partner.
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/pamb19-00244.pdf
MARCH ASSOCIATES: Sloan Loses Appeal vs DBL, First Indemnity
------------------------------------------------------------
Sloan & Company, Inc. appeals from an Oct. 25, 2013 order granting
partial summary judgment to Defendants Diamond Beach, LLC and First
Indemnity of America Insurance Company. Sloan also appeals from a
June 6, 2014 judgment discharging Sloan's construction lien; a
Sept. 26, 2014 revised order correcting clerical errors; a Dec. 4,
2015 order awarding costs and counsel fees to Diamond Beach under
N.J.S.A. 2A:44A-15; and a Jan. 13, 2017 order denying Sloan's
motion to vacate the interlocutory orders.
Upon deliberation, the Superior Court of New Jersey affirms all the
orders.
In 2011, the Legislature substantially amended multiple sections of
the Construction Lien Law, N.J.S.A. 2A:44A-1 to-38 (the 2011
amended CLL). This appeal requires the Court to decide whether
N.J.S.A. 2A:44A-6(a)(1) and N.J.S.A. 2A:44A-8 (the
signatory-requirement amendments) apply retroactively.
Sloan & Company, Inc. appeals from five orders entered after Sloan
filed its construction lien claim in 2008.1 At that time, a
corporate claimant -- like Sloan -- had to show that it "duly
authorized" an officer to sign its lien-claim form. After
conducting a plenary hearing in 2014, the judge found that the
individual who signed Sloan's lien-claim form -- Robert Luderer --
was not a "duly authorized officer." Instead, he was an "Accounting
& Information Systems Manager," a position that Sloan maintains
satisfies the signatory requirements of the new law.
In early 2016, Sloan unsuccessfully attempted to vacate all the
orders, arguing for the first time that the signatory-requirement
amendments applied retroactively. Sloan contended that in so
amending the CLL, the Legislature was "clarifying" the meaning of
"duly authorized officer." But in 2011, the Legislature did not
"clarify" what it meant by "duly authorized officer"; it deleted
the phrase altogether from the original text of N.J.S.A. 2A:44A-6,
and required compliance with a new claim form identified in
N.J.S.A. 2A:44A-8 (the Section 8 claim form).
The Section 8 claim form changed who can now sign a corporate lien
claim. Under paragraph one, the signatory must be an
"officer/member" of the corporate entity. And under a section
entitled "Suggested Notarial for Corporate . . . Claimant," a
notary must be satisfied that the signatory is a "Secretary (or
other officer/manager/agent) of the Corporation." The signatory
must now swear or affirm -- unlike before -- that he or she
possesses authority to act on behalf of the corporate claimant by
"virtue of its By[-]laws, or Resolution of its Board of
Directors."
The Court concludes that the signatory-requirement amendments at
issue are not "curative" for purposes of retroactivity analysis.
There is no basis to conclude that the Legislature eliminated the
phrase "duly authorized officer" to cure defects, inadvertence, or
error in the CLL or in its administration; or did so to explain the
intent of that part of the CLL; or to clarify, rather than change,
the signatory requirement. Instead, it deleted "duly authorized
officer" from the text, and created new requirements for signing
corporate construction lien claims.
The Court, therefore, rejects Sloan's retroactivity argument, and
holds that the signatory section of the 2011 signatory-requirement
amendments applies prospectively. The Court defers to the judge's
factual findings at the plenary hearing, which are supported by
substantial evidence in the record, and conclude that the judge
correctly applied the governing law. Accordingly, the Court affirms
the orders under review.
The case is DIAMOND BEACH, LLC, Plaintiff, v. MARCH ASSOCIATES,
INC., LOUIS MARCH, SR. and JEWEL CONTRACTING CO., INC., and V.A.
SPATZ & SONS, INC., Defendants. MARCH ASSOCIATES, INC., and LOUIS
MARCH, SR., Third-Party Plaintiffs, v. STEWART KLEINER, EDWARD
KLEINER, LEON KLEINER, TKG MANAGEMENT, LLC, THE KLEINER GROUP, LLC,
KNS BUILDING RESTORATION, INC., ENVIROSCAPE, INC., CITY/NEWARK
GLASS COMPANY, DORANT/TATROW ASSOCIATES, INC., SEALTITE SYSTEMS,
INC., BRIAN TREMATORE PLUMBING & HEATING, INC., ALLAN BRITEWAY
ELECTRICAL CONTRACTORS, INC., SLOAN & COMPANY, INC., C.A.W., LLC,
S.A. COMUNALE CO., INC., SPARTA STEEL CORPORATION, K.F. MECHANICAL,
LLC, ADVANTAGE SUPPLY CORPORATION, GRAFAS PAINTING CONTRACTORS,
INC., GIACOMELLI TILE, INC., and INNOVATIVE CLOSET DESIGNS, INC.,
Third-Party Defendants. SLOAN & COMPANY, INC., Fourth-Party
Plaintiff-Appellant, v. DIAMOND BEACH, LLC and FIRST INDEMNITY OF
AMERICA INSURANCE COMPANY, Fourth-Party Defendants-Respondents,
Docket No. A-1704-17T1 (N.J. Super. App. Div.).
A copy of the Court's Decision dated Dec. 24, 2018 is available at
https://bit.ly/2CoDRVf from Leagle.com.
Anthony J. Davis argued the cause for appellant (Nicoll Davis &
Spinella, LLP, attorneys; Anthony J. Davis and Steven C. DePalma,
on the briefs).
Bruce D. Meller -- bmeller@pecklaw.com -- argued the cause for
respondents (Peckar & Abramson, P.C., attorneys; Bruce D. Meller
and Patrick T. Murray, on the brief).
MAREMONT CORPORATION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Maremont Corporation
2135 West Maple Road
Troy, MI 48084
Business Description: Headquartered in Troy, Michigan, Maremont
Corporation is a Delaware corporation and
wholly-owned subsidiary of Meritor, Inc., a
public company organized under the laws of
the State of Indiana. Historically,
Maremont and its subsidiaries manufactured,
distributed, and sold aftermarket friction
products, including aftermarket brake
linings, disc pads, and clutch facings, as
well as aftermarket mufflers, aftermarket
shock absorbers and strut assemblies, and
original equipment vacuum actuators for
automotive climate controls systems,
superchargers and turbochargers, and gas
springs. Certain of the products
manufactured and sold as part of the
Friction Products Business and the Exhaust
Products Business contained asbestos.
However, Maremont and its subsidiaries have
not manufactured or sold any asbestos-
containing products since 1978. Maremont
divested its business lines over time
pursuant to multiple sale transactions,
beginning with the sale of the Friction
Products Business in June 1977. This was
followed by the sale of the Exhaust Products
Business and the Motion Control Business in
2006 and the sale of the Ride Control
Business in 2009. By 2013, the Debtors had
ceased all operations and divested all
remaining operating assets. Accordingly,
the Debtors' only ongoing operations as of
the Petition Date relate to (a) managing
their legacy environmental and asbestos
liabilities and (b)owning a commercial
property in Grand Blanc, Michigan and
collecting rents on a lease of that
property.
Chapter 11 Petition Date: January 22, 2019
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Four affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Maremont Corporation (Lead Case) 19-10118
Maremont Exhaust Products, Inc. 19-10119
AVM, Inc. 19-10120
Former Ride Control Operating Company, Inc. 19-10121
Debtors' Attorneys: James F. Conlan, Esq.
Andrew F. O'Neill, Esq.
Allison Ross Stromberg, Esq.
Blair M. Warner, Esq.
SIDLEY AUSTIN LLP
One South Dearborn Street
Chicago, Illinois 60603
Tel: (312) 853-7000
Fax: (312) 853-7036
Email: jconlan@sidley.com
aoneill@sidley.com
astromberg@sidley.com
blair.warner@sidley.com
- and -
Alex R. Rovira, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: arovira@sidley.com
Debtors'
Delaware
Attorneys: Kate J. Stickles, Esq.
Norman L. Pernick, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Tel: (302) 652-3131
Fax: (302) 652-3117
Email: kstickles@coleschotz.com
npernick@coleschotz.com
Debtors'
Claims and
Noticing Agent: DONLIN, RECANO & COMPANY, INC.
Re: Maremont Corporation, et al.
P.O. Box 199043
Blythebourne Station
Brooklyn, NY 11219
Toll Free Tel: (800) 283-2519
International Toll: (212) 771-1128
Email: maremontinfo@donlinrecano.com
https://www.donlinrecano.com/Clients/mc/Index
Estimated Assets
(consolidated basis): $10 million to $50 million
Estimated Liabilities:
(consolidated basis): $100 million to $500 million
The petitions were signed by Carl D. Anderson, II, chairman and
sole officer.
A full-text copy of Maremont Corporation's petition is available at
no charge at:
http://bankrupt.com/misc/deb19-10118.pdf
List of 25 Law Firms With the Largest Number of Representations of
Asbestos Claimants:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Belluck & Fox, LLP Asbestos Unliquidated
546 Fifth Avenue Personal Injury
New York, NY 10036
Joseph Belluck
Tel: (646) 760-5799
Email: jbelluck@belluckfox.com
Brookman, Rosenberg, Asbestos Unliquidated
Brown & Sandler Personal Injury
One Penn Square West,
17th Floor
Philadelphia, PA 19102
Laurence H. Brown
Tel: (215) 569-4000
Email: lbrown@brbs.com
Cooney & Conway Asbestos Unliquidated
120 North Lasalle Street Personal Injury
Chicago, IL 60602
John Cooney
Tel: (800) 322-5573
Email: info@cooneyconway.com
Dalton & Associates, P.A. Asbestos Unliquidated
1106 West Tenth Street Personal Injury
Wilmington, DE 19086
Andrew C. Dalton
Tel: (302) 652-2050
Email: adalton@bdaltonlaw.com
Early, Lucarelli, Sweeney & Asbestos Unliquidated
Meisenkothen Personal Injury
360 Lexington Avenue
New York, NY 10017
Christopher Meisenkothen
Tel: (212) 986-2233
Email: CMEISENKOTHEN@ELSLAW.COM
Flint Law Firm, LLC Asbestos Unliquidated
112 Magnolia Drive Personal Injury
Glen Carbon, IL 62304
Ethan A. Flint
Tel: (618) 288-4777
Email: eflint@flintlaw.com
Goldenberg Heller Asbestos Unliquidated
Antognoli & Rowland, PC Personal Injury
2227 South State Route 157
Edwardsville, IL 62025
Mark C. Goldenberg
Tel: (618) 656-5150
Email: mark@ghalaw.com
Gori, Julian & Associates, PC Asbestos Unliquidated
156 N. Main Street Personal Injury
Edwardsville, IL 62025
Randy Gori
Tel: (888) 362-6890
Email: randy@gorijulianlaw.com
Kelley & Ferraro, LLP Asbestos Unliquidated
Ernst & Young Tower Personal Injury
Cleveland, OH 44113
James L. Ferraro
Tel: (216) 202-3450
Email: jferraro@kelleyferraro.com
Law Office Of Jeffrey A Varas Asbestos Unliquidated
Post Office Box 886 Personal Injury
Hazlehurst, MS 39083
Jeffrey A. Varas
Tel: (601) 894-4088
Fax: (601) 894-4688
Law Offices Of Peter G. Asbestos Unliquidated
Angelos, PC Personal Injury
100 N. Charles Street
Baltimore, MD 21201
Peter G. Angelos
Tel: (410) 649-2000
Fax: (410) 649-2101
Levy Konigsberg LLP Asbestos Unliquidated
800 Third Avenue Personal Injury
New York, NY 10022
Stanley J. Levy
Tel: (212) 605-6200
Fax: (212) 605-6290
Lipsitz & Ponterio, LLC Asbestos Unliquidated
424 Main St., Suite 1500 Personal Injury
Buffalo, NY 14202
John P. Comerford
Tel: (716) 849-0701
Email: jpc@lipsitzponterio.com
Maune Raichle Hartley Asbestos Unliquidated
French & Mudd, LLC Personal Injury
1015 Locus Street, Suite 1200
St. Louis, MO 63101
T. Barton French
Tel: (888) 888-8621
Email: bfrench@mrhfmlaw.com
Michael B. Serling, PC Asbestos Unliquidated
280 North Old Woodward Avenue Personal Injury
Birmingham, MI 48009
Michael B. Serling
Tel: (248) 647-6966
Email: mserling@serlinglaw.com
Motley Rice LLC Asbestos Unliquidated
28 Bridgeside Blvd. Personal Injury
Mount Pleasant, SC 29465
Joseph F. Rice
Tel: (843) 216-9000
Email: jrice@motleyrice.com
Napoli Shkolnik PLLC Asbestos Unliquidated
350 Fifth Avenue, Suite 7413 Personal Injury
New York, NY 10018
Hunter J. Shkolnik
Tel: (212) 397-1000
Email: hunter@napolilaw.com
O'Brien Law Firm, PC Asbestos Unliquidated
815 Geyer Avenue Personal Injury
St. Louis, MO 63104
Andrew O'Brien
Tel: (314) 588-0558
Email: obrien@obrienlawfirm.com
Porter & Malouf Asbestos Unliquidated
4465 I-55 North, Suite 301 Personal Injury
Jackson, MS 39236
Patrick C. Malouf
Tel: (601) 957-1173
Email: patrick@portermalouf.com
Richardson, Patrick, Asbestos Unliquidated
Westbrook & Brickman, LLC Personal Injury
Mark Twain Plaza II
Edwardsville, IL 62025
Terry E. Richardson, Jr.
Tel: 803-541-7860
Email: trichardson@rpwb.com
Shrader & Associates, LLP Asbestos Unliquidated
3900 Essex Lane, Suite 390 Personal Injury
Houston, TX 77027
Justin Shrader
Tel: (618) 370-3225
Fax: (713) 571-9605
Email: info@shraderlaw.com
Simmons Hanly Conroy LLC Asbestos Unliquidated
707 Berkshire Blvd. Personal Injury
East Alton, IL 62024
Perry J. Browder
Tel: 618-259-2222
Email: pbrowder@simmonsfirm.com
SWMW Law, LLC Asbestos Unliquidated
701 Market St., #1575 Personal Injury
St. Louis, MO 63101
Benjamin Schmickle
Tel: 314.480.5180
Email: ben@swmwlaw.com
The Ferraro Law Firm Asbestos Unliquidated
600 Brickell Avenue Personal Injury
Miami, FL 33131
David A. Jagolinzer
Tel: (305) 547-9800
Email: daj@ferrarolaw.com
Fax: (305) 379-6222
Weitz & Luxenberg, P.C. Asbestos Unliquidated
700 Broadway Personal Injury
New York, NY 10003
Perry Weitz
Tel: (212) 558-5500
Fax: (212) 344-5461
Email: info@weitzlux.com
List of Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Chickasha and Hardage, Environmental Unliquidated
Oklahoma sites Cleanup and
700 North Industrial Boulevard Monitoring
Chickasha, OK 73018
Hardage Site Remedy Corporation Trust
Spencer Fane LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Hardage Site Remedy Corporation Trust
15213 180th Street
Lindsay, OK 73052
Pete Mirakian III, Attorney at
Law - Hardage Site Remedy
Corporation Trust
Tel: (816) 292-8158
Email: pmirakian@spencerfane.com
Mark Kamilow, President and
Chairperson
Hardage Site Remedy
Corporation Trust
Hardage information requests:
Tel: (918) 582-3733
Email: bcostello@nationwideenv.com
Delaware Secretary of State Annual Reports Unliquidated
Div of Corporations, Franchise Tax and Franchise
and Annual Reports Tax
PO Box 898
Dover, DE 19903
Tel: (302) 739-3073 (Option 3)
Email: DOSDOC_Ftax@state.de.us
Easley, South Carolina site – Environmental-
Unliquidated
Easley Trust Remedial Cleanup
619 Rolling Hills Circle and Closure
Easley, SC 29640
McCall Environmental, P.A.
100 Tower Drive, Unit 16
Greenville, South Carolina 29607
Eugene C. McCall, Jr., Easley
Trust Co-Trustee
Tel: (864) 370-1550
Email: gene@mccallenv.com
Marion, South Carolina site Environmental- Unliquidated
144 Tranquil Church Road Remediation and
Mullins, SC 29574 Cleanup
Bureau of Land and Waste
Management - Voluntary Cleanup Program
South Carolina Department of
Health and Environmental Control
2600 Bull Street
Columbia, SC 29201
AVM Industries LLC
144 Tranquil Church Road
Mullins, SC 29571
Regan Rahn, Project Manager -
Bureau of Land and Waste
Management –
South Carolina Department of
Health and Environmental Control
Tel: (803) 898-3432
Email: rahnrd@dhec.sc.gov
Robert Hodges
Tel: (803) 896-4069
Email: hodgesrf@dhec.sc.gov
Todd Greve, Manager of
Engineering and Quality
AVM Industries LLC
Tel: (800) 790-5438
Meritor, Inc. Intercompany $30,000,000
2135 West Maple Road Payables-
Troy, MI 48084 Maremont
Corporate Secretary Exhaust Products
Tel: (248) 435-1000 Inc.
Email: april.boise@meritor.com
Meritor, Inc. Intercompany $1,000,000
2135 West Maple Road Payables - AVM
Troy, MI 48084 Inc.
Corporate Secretary
Tel: (248) 435-1000
Email: april.boise@meritor.com
Meritor, Inc. Intercompany $134,000,000
2135 West Maple Road Payables -
Troy, MI 48084 Former Ride
Corporate Secretary Control
Tel: (248) 435-1000 Operating
Email: april.boise@meritor.com Company, Inc.
Zion, South Carolina site Environmental- Unliquidated
Old Zion School Road Remediation and
Mullins, SC 29574 Cleanup
Bureau of Land and Waste
Management – Voluntary Cleanup Program
South Carolina Department of
Health and Environmental Control
2600 Bull Street
Columbia, SC 29201
South Carolina Department of
Health and Environmental Control
Tel: (803) 898-3432
Email: info@dhec.sc.gov
Robert Hodges
Tel: (803) 896-4069
Email: hodgesrf@dhec.sc.gov
MENSONIDES DAIRY: Seeks to Hire Gordon Rees as Litigation Counsel
-----------------------------------------------------------------
Mensonides Dairy, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Washington to hire Gordon Rees Scully
Mansukhani, LLP, as litigation counsel.
The firm will represent the Debtor in a class action lawsuit (Cause
No. 18-2-01976-39) filed in the Superior Court of Yakima County,
which accuses the Debtor of not paying its employees properly.
Gordon Rees will charge these hourly fees:
David Silke, Esq. $280
Derek Bishop, Esq. $280
Associates $235
Paralegal $120
The firm neither holds nor represents any interest adverse to the
Debtor's bankruptcy estate, according to court filings.
Gordon Rees can be reached through:
David W. Silke, Esq.
Derek A. Bishop, Esq.
Gordon Rees Scully Mansukhani, LLP
701 Fifth Avenue, Suite 2100
Seattle, WA 98104
Phone: (206) 695-5100
Fax: (206) 689-2822
E-mail: dsilke@grsm.com
E-mail: dbishop@grsm.com
About Mensonides Dairy
Mensonides Dairy LLC operates a farm that produces milk and other
dairy products. It was founded in 1993 and is based in Mabton,
Washington.
Mensonides Dairy sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 18-01681) on June 14,
2018. In the petition signed by Art Mensonides, its owner and
member, the Debtor estimated assets of $10 million to $50 million
and liabilities of $10 million to $50 million. Judge Frank L. Kurtz
presides over the case. The Debtor tapped Steven Sackmann, Esq.,
of Sackmann Law, PLLC, and Toni Meacham, Esq., as its counsel.
MH DIRECT: Seeks to Hire Michael Ratliff as Attorney
----------------------------------------------------
MH Direct, Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Texas an amended application to employ the Law
Office of Michael Ratliff as its legal counsel.
In the court filing, the Debtor proposed to pay an hourly fee of
$250 to Michael Ratliff, Esq., the attorney who will be handling
its Chapter 11 case. The proposed rates for paralegals and
assistants range from $30 to $50 per hour.
Ratliff received a retainer of $5,000 and paid the filing fee from
the retainer, according to the filing.
The firm can be reached through:
Michael Ratliff, Esq.
Law Office of Michael Ratliff
5145 Upper Montague Rd
Bowie, TX 76230
Tel: (940) 531-0709
Fax: (940) 627-7755
Email: consumer.law@hotmail.com
About MH Direct
MH Direct, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 18-70276) on Sept. 10, 2018, disclosing under $1
million in assets and liabilities. The Debtor is represented by
Michael Ratliff, Esq., at the Law Firm of Michael Ratliff.
MOUNTAIN INVESTMENTS: Feb. 7 Confirmation Hearing
-------------------------------------------------
The Third Amended Disclosure Statement explaining the Chapter 11
plan of reorganization filed by Mountain Investments, LLC, fdba WIS
Holdings, LLC fdba Wealth Investment Solutions, LLC, dated December
21, 2018 is approved.
A hearing on confirmation of the Debtor's Plan will take place on
February 7, 2019, at 1:30 p.m.
The Debtor disputes the secured claims of Specialized Loan
Servicing, LLC and U.S. Bank Trust N.A. in class 5 and 6
respectively. The Debtor believes that both Creditors have not
taken into account all payments tendered by the Debtor. If the
Debtor is unable to reach a compromise regarding the claim amount,
the Debtor reserves the right to file an objection to the
Creditors' claims.
A default provision has also been added which states that upon the
Debtor's default in making any payments required by the Plan of
Reorganization, the Creditor may serve written notice of default to
the Debtor and the Debtor's attorney. If the Debtor fails to cure
the default within 15 days after mailing such notice, Creditor may
file and serve a declaration under penalty of perjury specifying
the default, together with a proposed order allowing Creditor to
proceed with its state law remedies, which the Court may grant
without further notice or hearing.
A copy of the Third Amended Disclosure Statement is available at
https://tinyurl.com/y9uvl3pa from Pacermonitor.com at no charge.
About Mountain Investments
Mountain Investments, LLC, fdba WIS Holdings, LLC fdba Wealth
Investment Solutions, LLC filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 16-50906), on March 28, 2016. The petition was signed
by Michael T. Noble, managing member. The case is assigned to
Judge
Stephen L. Johnson. The Debtor is represented by Ralph P. Guenther,
Esq., at Dougherty & Guenther, APC. At the time of filing, the
Debtor had estimated $1 million to $10 million in both assets and
liabilities.
MRPC CHRISTIANA: Seeks to Hire HREC Investment as Realtor
---------------------------------------------------------
MRPC Christiana LLC seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire a realtor.
The Debtor proposes to employ HREC Investment Advisors in
connection with the sale of its properties, including a 120-room
hotel located at 56 S. Old Baltimore Pike, Newark, Delaware.
The firm will receive a commission of 1.5% of the sale price of the
properties.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
HREC can be reached through:
Ketan Patel
6701 Democracy Boulevard, Suite 300
Bethesda, MD 20817
Phone: 410-598-7595
About MRPC Christiana
Based in Elizabeth, New Jersey, MRPC Christiana, LLC filed for
relief under chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case
No. 18-26567) on Aug. 17, 2018. At the time of filing, the Debtor
estimated $10,000,001 to $50 million in both assets and
liabilities. The Debtor tapped McManimon, Scotland and Baumann,
LLC, as its legal counsel.
NASSAU JOHN: Seeks to Hire Robinson Brog Leinwand as Counsel
------------------------------------------------------------
Nassau John Holdings LLC seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to hire Robinson Brog
Leinwand Greene Genovese & Gluck P.C. as its legal counsel,
effective as of December 17, 2018.
The firm will provide these services:
(a) advise the Debtor with respect to its powers and duties
under the Bankruptcy Code in the continued operation of its
business and the management of its property;
(b) negotiate with creditors, prepare a plan of reorganization
and take the necessary legal steps to consummate the plan,
including, if necessary, negotiations to finance the plan;
(c) appear before taxing authorities to work out a plan to pay
taxes owing in installments;
(d) provide other legal services related to the Debtor's
Chapter 11 case.
Robinson Brog will charge these hourly fees:
Shareholders $450 - $700
Associates $365 - $465
Paralegals $175 - $300
A. Mitchell Greene, Esq., a shareholder of Robinson Brog, attests
that the firm and its attorneys are "disinterested persons" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
A. Mitchell Greene, Esq.
Robinson Brog Leinwand Greene Genovese & Gluck P.C.
875 Third Avenue
New York, NY 10022
Tel: (212) 603-6300
Email: amg@robinsonbrog.com
About Nassau John Holdings LLC
Nassau John Holdings LLC is a limited liability company based in
New York, New York.
Nassau John Holdings filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy (Bankr. S.D.N.Y.) on
December 16, 2018. The petition was signed by David Goldwasser, as
the Managing Member of GC Realty Advisors, LLC, the Manager of
Nassau John Holdings LLC.
At the time of filing, the Debtor estimates $50 million to $100
million in total assets and $1 million to $10 million in
liabilities.
The Debtor tapped A. Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene Genovese & Gluck P.C., as its legal counsel.
NORDAM GROUP: Jan. 30 Plan Confirmation Hearing
-----------------------------------------------
The Bankruptcy Court has conditionally approved the disclosure
statement explaining the First Amended Joint Postpackaged Chapter
11 Plan of Reorganization of NORDAM Group, Inc. and its debtor
affiliates.
A combined hearing to consider both (a) final approval of the
adequacy of the Disclosure Statement and (b) confirmation of the
Plan, and any objections thereto, will be held before the Honorable
Mary F. Walrath, United States Bankruptcy Judge, in Courtroom 4 of
the United States Bankruptcy Court, 824 Market Street, 5th Floor,
Wilmington, Delaware 19801, on January 30, 2019 at 11:30 a.m.
(Eastern Time).
Any objections to approval of the Disclosure Statement or
confirmation of the Plan must (a) be in writing and filed so as to
be received by January 25, 2019 at 4:00 p.m. (Eastern Time).
Class 4 consists of General Unsecured Claims are unimpaired. Except
if a holder of an Allowed General Unsecured Claim agrees to less
favorable treatment of such Claim or has been paid before the
Effective Date, at the option of the Debtors:
(i) the Debtors or Reorganized Debtors will (A) on the Effective
Date, pay in full and in Cash any Allowed General Unsecured Claim
that has become due and payable as of the Effective Date, including
Postpetition GUC Interest if requested by the holder of such Claim,
and (B) otherwise continue to pay or treat Allowed General
Unsecured Claims in the ordinary course of business that have not
yet become due and payable as of the Effective Date, as if these
chapter 11 cases had not been commenced; or
(ii) such holder will receive such other treatment so as to
render such holder’s Allowed General Unsecured Claim unimpaired
pursuant to section 1124 of the Bankruptcy Code; provided, that in
either case the Debtors reserve all defenses and rights with
respect to the validity or amount of such General Unsecured
Claims.
Class 7 consists of Existing NORDAM Parent Interests are impaired.
On the Effective Date, each Allowed Existing NORDAM Parent Interest
will receive, in full and final satisfaction, settlement, release,
and discharge of, and in exchange for each such Interest, its pro
rata share of (i) 100% of the NewCo Common Stock and (ii) the Class
7 Cash Payment.
Distributions under the Plan will be funded with: (1) Cash on hand;
(2) Cash proceeds from the transactions contemplated by the Exit
Facilities; (3) Cash proceeds from the New Money Investment; and
(4) NewCo Common Stock. On the Effective Date, the Debtors,
Reorganized Debtors, and NewCo shall be authorized to pay the Class
7 Cash Payment in accordance with the Plan.
All entities that have held, hold, or may hold Claims or Interests
that have been released pursuant to Article VIII.C or Article
VIII.D, shall be discharged pursuant to Article VIII.B of the Plan,
or are subject to exculpation pursuant to Article VIII.E, are
permanently enjoined, from and after the Effective Date, from
taking any of the following actions against, as applicable, the
Debtors, the Reorganized Debtors, the Released Parties, or the
Exculpated Parties (to the extent of the exculpation provided
pursuant to Article VIII.E with respect to the Exculpated Parties):
(1) commencing or continuing in any manner any action or other
proceeding of any kind on account of or in connection with or with
respect to any such Claims or Interests; (2) enforcing, attaching,
collecting, or recovering by any manner or means any judgment,
award, decree, or order against such entities on account of or in
connection with or with respect to any such Claims or Interests;
(3) creating, perfecting, or enforcing any lien or encumbrance of
any kind against such entities or the property or the estates of
such entities on account of or in connection with or with respect
to any such Claims or Interests; (4) asserting any right of setoff,
subrogation, or recoupment of any kind against any obligation due
from such entities or against the property of such entities on
account of or in connection with or with respect to any such Claims
or Interests unless such entity has timely asserted such setoff
right in a document filed with the Bankruptcy Court explicitly
preserving such setoff, and notwithstanding an indication of a
Claim or Interest or otherwise that such entity asserts, has, or
intends to preserve any right of setoff pursuant to applicable law
or otherwise; and (5) commencing or continuing in any manner any
action or other proceeding of any kind on account of or in
connection with or with respect to any such Claims or Interests
released or settled pursuant to the Plan.
A full-text copy of the Disclosure Statement dated January 4, 2019,
is available at:
http://bankrupt.com/misc/deb19-1811699MFW-851.pdf
About The Nordam Group
Founded in 1969 on family values with multiple, strategically
located operations and customer support facilities around the
world, Tulsa-based NORDAM is a leading independently owned
aerospace company. The firm designs, certifies and manufactures
integrated propulsion systems, nacelles and thrust reversers for
business jets; builds composite aircraft structures, interior
shells, custom cabinetry and radomes; and manufactures aircraft
transparencies, such as cabin windows, wing-tip lens assemblies and
flight deck windows. NORDAM also is a major third-party provider
of maintenance, repair and overhaul services to the military,
commercial airline and air freight markets.
The NORDAM Group, Inc., and certain of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11699) on
July 22, 2018. In the petition signed by CRO John C. DiDonato, The
NORDAM Group estimated assets of $500 million to $1 billion and
liabilities of $100 million to $500 million.
The Debtors tapped Weil Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., as counsel; Huron Consulting, LLC, as financial
advisor; Guggenheim Securities, LLC, as investment banker; and Epiq
Corporate Restructuring, LLC, as the claims and noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, on August 1
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of The NORDAM Group,
Inc. The committee tapped Cole Schotz P.C. and Morrison & Foerster
LLP as its legal counsel.
NUSTAR ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB
---------------------------------------------------------------
Egan-Jones Ratings Company, on January 15, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by NuStar Energy LP to BB from BB+.
NuStar Energy L.P. is a publicly traded master limited partnership.
The company is one of the largest independent liquids terminal and
pipeline operators in the nation.
OKLAHOMA PROCURE: PCO Files 1st and Final Report
------------------------------------------------
Deborah Burian, the Patient Care Ombudsman appointed for Oklahoma
ProCure Management, LLC filed a first and final report covering the
period from December 19, 2018, through January 18, 2019.
During the visit, the PCO elicited no concerns related to patient
care. The PCO further reported that the staff and physicians report
a high degree of confidence in the services provided. The facility
has a system for capturing patient complaints and staff report that
none were filed in the period beginning with the bankruptcy
declaration.
On January 10, 2019, it was verified that all patient treatments
were concluded on
December 31, 2018 and that no patients will be admitted at this
time.
A full-text copy of the First and Final Report is available for
free at:
http://bankrupt.com/misc/deb18-12622-329.pdf
About Oklahoma ProCure Management
Oklahoma ProCure Management, LLC -- https://www.procure.com/ --
operates the ProCure Proton Therapy Center in Oklahoma City that
utilizes proton therapy for treatment of cancer.
Oklahoma ProCure sought bankruptcy protection (Bankr. D. Del. Case
No. 18-12622) on Nov. 15, 2018. In the petition signed by James J.
Loughlin, Jr., VP/assistant treasurer, the Debtor estimated assets
of $10 million to $50 million and liabilities of $100 million to
$500 million. Judge Mary F. Walrath presides over the case. The
Debtor tapped Gregory W. Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell LLP, as general counsel.
PANOCHE ENERGY: S&P Lowers Bond Rating to CCC+, On Watch Negative
-----------------------------------------------------------------
S&P Global Ratings noted that Firebaugh, Calif.-based electric
power generator Panoche Energy Center LLC (PEC) sells all of its
output to utility Pacific Gas & Electric Co. (PG&E) under a
long-term power purchase agreement (PPA). S&P lowered the ratings
on PG&E on Jan. 14, 2019 to 'CC' from 'B' following PG&E's 13 8-K
filing stating that it expects to file for bankruptcy on or about
January 29. It was downgraded further to 'D' on Jan. 16, 2019
following a missed interest payment.
S&P is lowering its rating on PEC by two notches to 'CCC+' from 'B'
to reflect the PG&E downgrade.
S&P said, "We do not know whether the PEC contract will be readily
assumed by another buyer and we do not know if the contract will
remain intact, subjected to renegotiation, or rejected if PG&E
files for bankruptcy. As a result, the rating on PEC remains under
pressure from the deterioration of PG&E's credit profile."
S&P said, "We lowered our rating on PEC by two notches to 'CCC+'
from 'B' to reflect the downgrade of PG&E on Jan. 14, 2019, and
kept the project debt ratings on CreditWatch negative. The rating
action reflects the further erosion of the credit profile of PG&E,
which increases the potential for nonpayment under its PPA with the
Panoche gas-fired power project. Our recovery rating is unchanged
at '3'."
PEC receives all of its revenues from PG&E (an irreplaceable
revenue counterparty) under a long-term PPA for capacity and
electricity. As in any bankruptcy case, there is a potential that
PG&E petitions the bankruptcy court to reject PPA contracts. If
this were to occur, it is unlikely the contract will be readily
assumed by another buyer if rejected in bankruptcy. As a result,
the rating on PEC remains under pressure due to PG&E's near-certain
bankruptcy and uncertainty of whether PG&E's voluntary filing,
designed to address liabilities it could incur for 2017 and 2018
wildfires, could also strategically consider contract rejection.
S&P said, "Our 'CCC+' rating reflects that we view PEC to be
vulnerable, and that it is dependent upon an assessment under the
bankruptcy proceeding of whether all of its PPAs are needed. While
we do not view there to be a clear path to a project default in the
next 12 months, PG&E has over-procured power supply due in large
part to load shifting to community choice aggregators (CCAs)."
Additionally, some of its PPAs are above current market costs to
replace the contract. At the same time, there are factors that
support the continuation of payments under the PPA, including the
authorization of recovery in electricity consumer rates for the
costs of PPAs, including this one, which limits incentives PG&E may
have to seek rejection or renegotiation of PPA terms.
While a bankruptcy filing of PG&E could trigger an event of default
under the PPA, it would not under the indenture. To trigger an
event of default in the indenture, the PPA would have to be
cancelled. Lenders could choose to accelerate in case of an event
of default after a 180-day cure period, or they could possibly
extend the cure period. However, given that replacing PG&E with
another creditworthy buyer may not be possible, so long as PG&E
continues to make scheduled payments and does not move toward
rejection, S&P presumes lenders will have no economic incentives to
accelerate, as it is their right but not their obligation to do so.
S&P said, "Should PG&E move to reject the contracts, we would
expect lenders would only then assess next steps, including
potential acceleration. PG&E will continue to collect from its
ratepayers revenues to continue reliable electric service. Given
the ratemaking framework, those rates and charges have been
established to be sufficient for the utility to pay all of its
power suppliers, including the project's revenues due to it under
the terms of its PPA with the utility. Separate from potential
contract rejection, a temporary payment disruption is also possible
as PG&E moves towards or enters bankruptcy. Based on our current
understanding, however, PG&E does not face any near-term liquidity
issues. As per its 8k filing, the utility continues to have cash
balances and is in the process of arranging $5.5 billion in
debtor-in-possession , or DIP, financing. The prospective $30
billion liability is the company's best estimate of its potential
liability in the future if it's found responsible for the
wildfires, but to date no assessments have been made. Relying on
our Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings,
published Oct. 1, 2012, we assigned a 'CCC+' rating since a
specific default scenario is not yet envisioned and we believe
creditors will waive their remedies so long as payments continue.
However, we believe the issuer is vulnerable and dependent on
favorable developments during bankruptcy proceedings, which we
currently expect will occur.
"There is no change in our view of the project's fundamental
operational or financial risk. Its performance is otherwise stable
but for the credit erosion of the purchaser of its capacity and
electricity.
"The CreditWatch with negative implications on the ratings reflects
the substantially diminished credit quality of PG&E, the project's
only source of revenue, and our expectation that the utility will
imminently file for bankruptcy. After it files, our rating on the
project will likely remain 'CCC+'. If as part of the proceeding it
becomes clear that contract rejection is a likely threat for this
project's contract, we could lower the ratings within the 'CCC' or
'CC' categories, depending on the level and likelihood of this
risk. Equally, if contract rejection continues to lack visibility
but we view that project lenders have incentives to declare events
of default under the project documents, including acceleration of
project debt, we could lower the ratings further. We view those
incentives to be limited, so long as PG&E continues to make timely
payments to the projects. Given that we assume the utility will
continue to receive customer payments that fully reflect the costs
of supplying power to them, including the cost of this and other
power contracts, we do not currently envision utility liquidity
issues will disrupt payments to PPA suppliers, but we could also
lower the ratings if PG&E temporarily suspended payments and we
view that project reserves could not withstand the length of the
expected suspension.
"We view the CreditWatch as appropriate at least for the next 90
days to monitor the project lenders' reactions to the bankruptcy
filing. We could extend the CreditWatch listing beyond this period
until we have a better idea of the contents of its expected Chapter
11 filing and its strategy to emerge out of bankruptcy."
PARKER DRILLING: Deadline to File Claim Set for February 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas set
Feb. 15, 2019, at 5:00 p.m. (Prevailing Central Time) as last date
and time for person or entity to file proofs of claim against
Parker Drilling Company and its debtor-affliates.
The Court also set June 10, 2019, at 5:00 p.m. (Prevailing Central
Time) as deadline for governmental units to file their claims
against the Debtors.
Each proof of claim must be filed by either (i) electronic
submission through Public Access to Court Electronic Records
("PACER") at http://ecf.txb.uscourts.gov,(ii) electronic
submission using the interface available on the claims and noticing
agent's website at http://cases.primeclerk.com/parkerdrilling,or
(iii) if submitted through non-electronic means, by U.S. mail or
other hand delivery system, so as to be actually received by the
claims and noticing agent on or before the claims bar date, the
governmental bar date, or other applicable bar date at:
i) if by first-class mail:
Parker Drilling Company Claims Processing
c/o Prime Clerk LLC
850 Third Avenue, Suite 412
Brooklyn, NY 11232
ii) if by hand delivery or overnight mail:
Parker Drilling Company Claims Processing
c/o Prime Clerk LLC
850 Third Avenue, Suite 412
Brooklyn, NY 11232
For further information, contact the Debtors' restructuring hotline
at (855) 631-5345 (toll free) or (347) 338-6451 (international).
About Parker Drilling Company
Houston-based Parker Drilling (OTC:PKDSQ) --
http://www.parkerdrilling.com/-- provides drilling services and
rental tools to the energy industry. The Company's Drilling
Services business serves operators in the inland waters of the U.S.
Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in
select U.S. and international markets and harsh environment regions
utilizing Parker-owned and customer-owned equipment. The Company's
Rental Tools Services business supplies premium equipment and well
services to operators on land and offshore in the U.S. and
international markets.
Parker Drilling Company and 19 subsidiaries sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12,
2018.
Parker Drilling reported $937,219,000 in assets and $695,489,000 in
liabilities as of Sept. 30, 2018.
The Hon. Marvin Isgur is the case judge.
Kirkland & Ellis LLP is serving as legal advisor to Parker in
connection with the restructuring. Moelis & Company is serving as
Parker's investment banker, and Alvarez & Marsal is serving as its
financial advisor. Jackson Walker L.L.P. is the local and conflicts
counsel. Prime Clerk LLC is the claims agent.
Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to
the stakeholders that are parties to the RSA, and Houlihan Lokey is
serving as financial advisor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Parker Drilling Company as of Jan. 15, 2019.
PARKINSON SEED: Taps Hunter of Homes as Real Estate Agent
---------------------------------------------------------
Parkinson Seed Farm, Inc., received approval from the U.S.
Bankruptcy Court for the District of Idaho to hire Hunter of Homes,
LLC.
The firm, through its real estate agent Lorinda Seamons, will
assist the Debtor in connection with the sale of its Downey farm in
Bannock County, Idaho.
Hunter of Homes will get a commission of 4.5% of the gross sales
price.
Ms. Seamons disclosed in a court filing that she and her associates
neither represent nor hold any interest adverse to the Debtor and
its bankruptcy estate.
The firm can be reached through:
Lorinda Seamons
Hunter of Homes, LLC
509 N. Carswell Way
Star, ID 83669
Phone: (208) 339-3890 / (208) 208-906-9595
Email: lorinda@hunterofhomes.com
About Parkinson Seed Farm
Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. --
http://www.parkinsonseedfarm.com/-- farms 7,200 acres of potatoes.
It raises seed potatoes, hard red and hard white wheat, as well as
a small amount of alfalfa (mostly to feed horses for recreational
purposes). The company raises 11 of what it considers to be more
mainstream varieties such as the Russet Burbank, Ranger, three
different line selections of Russet Norkotah, white varieties such
as Cal Whites and Atlantics, and reds like the Dark Red Norland.
The company was founded in 1937.
Parkinson Seed Farm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15,
2018. In the petition signed by Dirk Parkinson, president, the
Debtor disclosed $6.11 million in assets and $26.92 million in
liabilities.
Judge Joseph M. Meier oversees the case.
The Debtor hired Robinson & Associates as its legal counsel.
PEANUT CO: Modifies Treatment of ReadyCap Secured Claim
-------------------------------------------------------
The Peanut Co., LLC, filed an amended Chapter 11 plan and
accompanying first amended disclosure statement to modify the
treatment of Secured Claims of ReadyCap Lending, LLC and
"Sutherland" and interests of equity holders.
Class Two is comprised of the allowed Secured Claims of ReadyCap
Lending, LLC and "Sutherland," which total $1,425,000, based on an
estimated value of the Real Property at $1,800,000, minus the
senior secured claim of Class One. The Debtor anticipates that the
Class Two claims will be paid $1,425,000, out of the proceeds of
the sale of the Debtor's Real Property (plus approximately
$250,000) from the sale of the Kallevig's residence. Class Two is
impaired. Class Two will be paid adequate protection in the total
amount of $14,000 per month, consistent with its treatment prior to
confirmation.
Class Six includes all Equity interests of Eric Kallevig, the sole
member/owner of the Debtor. Class Six will not receive any
distribution under the plan unless and until Classes One through
Five are paid in full. The Debtor anticipates that there will be
insufficient proceeds from the sale of the Debtor’s assets
Property. Accordingly, Class Six is impaired.
Class Five is comprised of general unsecured nonpriority claims are
impaired. This class includes: the unsecured claims of Readycap
and Sutherland, which combined are approximately $1,675,000; the
claim of Kids R Kids, International for unpaid franchise royalties
up to the Filing Date, which the Debtor estimates is approximately
$150,000; and the claims listed on Schedule F which, excluding the
above claims, which equal approximately $70,000. After Classes One
through Four are paid and Class Six is paid, Class Five Claimants,
to the extent that they have sufficiently proven the amount and
extent of their claim, will be paid from the remaining proceeds
from the sale of the Debtor's assets. Should there be insufficient
funds to pay Class Five Claimants in full, the Class Five Claimants
will be paid pro rata from the remaining proceeds.
The Debtor shall continue in possession of all of its property and
assets, continue to operate and serve the community as valued
day-care center and employer, and shall retain full power to manage
its property and to dispose of its business to pay all Allowed
Claims, subject to any conditions contained herein.
A full-text copy of the Disclosure Statement dated January 3, 2019,
is available at https://tinyurl.com/yb8ln2xw from PacerMonitor.com
at no charge.
About The Peanut Co
The Peanut Co, LLC, is a privately held company whose principal
assets are located at 7489 W. 161st Overland Park, Kansas. Peanut
Co. and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case Nos. 18-20850 to 18-20852) on
April 25, 2018. The debtor-affiliates are Marcy, LLC, and Eric Rue
Kallevig and Kara Lynn Kallevig. In the petition signed by Eric
Rue Kallevig, sole member and owner, Peanut Co estimated assets of
less than $50,000 and liabilities of $1 million to $10 million.
The Debtors hired Patton Knipp Dean LLC and Mann Conroy, LLC, as
legal counsel, and Carpani and Gordon, P.A., as special tax
counsel.
PERFORCE INTERMEDIATE: S&P Assigns 'B-' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings noted that U.S. provider of software tools for
enterprise software development operations (DevOps) Perforce
Intermediate Holdings LLC (Perforce) agreed in December 2018 to
acquire DevOps tools provider Rogue Wave Software (not rated). The
company plans to fund the transaction with a $375 million
incremental first-lien term loan; $85 million incremental
second-lien debt; and a preferred equity contribution from its
financial sponsor, Clearlake Capital Group L.P.
S&P is assigning its 'B-' issuer rating to Perforce Intermediate
Holdings LLC and its wholly owned subsidiary, Perforce Software
Inc., which is the borrower of the credit facilities. S&P said, "At
the same time, we are assigning our 'B-' issue-level rating and '3'
recovery rating to the company's $704.6 million first-lien term
loan and $50 million revolving credit facility (RCF). We are also
assigning our 'CCC' issue-level and '6' recovery ratings to its
$150 million second-lien term loan."
S&P said, "The rating largely reflects an initial S&P Global
Ratings' adjusted leverage of about 11x upon closing of the
transaction, and our view that the pace of subsequent deleveraging
could be affected by meaningful risks in integrating Rogue Wave and
Perfecto (acquired in November 2018), or future sizeable
acquisitions. We also note that Perforce benefits from good growth
prospects and high gross recurring-revenue retention rates of about
95%. However, it is a small player in a competitive DevOps software
market.
"The stable outlook reflects our expectation that Perforce will
make significant progress in the integration over the next 12
months while maintaining organic growth and limiting additional
sizeable debt-funded acquisitions. In addition, we expect
sufficient liquidity and that cost savings will reduce S&P Global
Ratings' adjusted leverage to about 7.5x (or 7x excluding preferred
shares) and improve FOCF to debt to about 5% in 2019.
"We could raise the rating if Perforce integrates recent
acquisitions and achieves greater-than-expected cost savings,
resulting in a reduction in leverage to below 7.5x (or 7x excluding
preferred shares) and an improvement in FOCF to debt to above 5% on
a sustainable basis. An upgrade would also require that management
maintain these metrics even after accounting for strategic
acquisitions.
"The company could achieve an upgrade if cost savings exceed our
expectations within 12 months resulting in an EBITDA margin
expansion of above 10 percentage points. This could combine with
maintaining organic revenue growth in the mid- to high-single
digits supported by industry tailwinds and cross-selling efforts.
Although unlikely over the next 12 months, we could lower the
rating if we believe the capital structure is unsustainable due to
weakening liquidity or tightening covenant headroom. This could be
due to negligible FOCF generation driven by lower cost synergy
realization, increased integration costs, or weaker revenue growth
due to reduced sales productivity or disruptions."
PETROQUEST ENERGY: Committee Values Assets at $198MM-$258MM
-----------------------------------------------------------
PetroQuest Energy, Inc., and its debtor affiliates filed a third
amended Chapter 11 plan and disclosure statement to disclose, among
other things, the valuation of the Official Committee of Unsecured
Creditors, releases by unsecured creditors, and updates on the sale
of the Debtors' Gulf of Mexico properties.
The Creditors' Committee’s financial advisor contends that the
value of the assets (and the Reorganized Debtors' Value) is
considerably greater than Seaport's, and is in the range of
$198,000,000 to $258,000,000. The Committee believes that the
range of the Allowed amount of the Second Lien Notes Deficiency
Claims will be less than estimated by the Debtors.
Releases by Class 7 Unsecured Creditors. The Plan provides for
releases by (i) Holders of Claims who vote to accept the Plan; (ii)
all Holders of Claims who abstain from voting (i.e. do not vote) on
the Plan and who do not opt out of the releases provided by the
Plan; and (iii) all Holders of Claims who vote to reject the Plan
and who do not opt out of the releases provided by the Plan.
No Releases of Class 7 Unsecured Creditors. The Plan does not
provide for any releases of Claims and Causes of Action which the
Debtors may have against the holders of Class 7 General Unsecured
Claims (except for the Consenting Creditors who hold Class 7
General Unsecured Claims).
Excluding the Second Lien Notes Deficiency Claims, the Debtors
currently estimate General Unsecured Claims between $207,000 and
$3,578,000, which is comprised of between $207,000 and $470,000 of
trade claims, an illustrative range of litigation claims between $0
and $2,500,000, and lease rejection damages claims between $0 and
$608,000. The Creditors' Committee has reservations regarding the
accuracy of the "illustrative range of litigation claims," and
believes that it may be significantly understated.
All of the costs of the GUC Administrator resolving the amounts of
the Class 7 General Unsecured Claims will be paid from the General
Unsecured Claims Distribution, which will reduce the actual
distributions to the holders of Class 7 Claims. The Debtors
estimate that the amount of fees and costs which will be paid from
the General Unsecured Claims Distribution to resolve the claims
will be $50,000. Based on the Debtors’ claims estimate and
valuation of the Reorganized Debtors, and taking into account the
estimated costs of administration of the GUC Administrator to be
charged to the General Unsecured Claims Distribution, the
Debtors’ estimate that the amount to be actually paid under the
Plan to the holders of Class 7 General Unsecured Claims will be
$350,000. The Creditors’ Committee is concerned that the estimate
of costs of administration of the GUC Administrator is
significantly understated and the actual amounts to be distributed
to Class 7 General Unsecured Claims will be significantly less than
$350,000. Under the Plan, holders of Allowed Claims entitled to
distributions of $50.00 or less shall not receive distributions,
and each Claim to which this limitation applies shall be discharged
pursuant to Article VIII of the Plan and its Holder shall be
forever barred pursuant to Article VIII of the Plan from asserting
that Claim against the Reorganized Debtors or their property.
Class 9 - Intercompany Claims are Unimpaired / Impaired with
approximate recovery of 0%. Intercompany Claims shall be Reinstated
as of the Effective Date or, at the Reorganized Debtors’ option,
shall be cancelled. No distribution shall be made on account of any
Intercompany Claims other than in the ordinary course of business
of the Reorganized Debtors, as applicable. For the avoidance of
doubt, Intercompany Claims that are Reinstated as of the Effective
Date, if any, shall be subordinated in all respects to the Exit
Facility and the New Second Lien PIK Notes.
On January 31, 2018, the Debtors sold their properties in the Gulf
of Mexico to Northstar
Offshore Ventures LLC (NOV). NOV has notified the Debtors that
certain issues relating to the sale of the Debtors' Gulf of Mexico
properties remain unresolved. First, NOV alleges that the Debtors
placed $1,053,105.54 of post-closing revenues belonging to NOV in
the depository account. Although NOV later received payment of some
of these revenues, NOV alleges that $589,375.89 of the post-closing
revenues remain in that depository account. NOV has asserted an
ownership interest in those remaining revenues and contends that it
is entitled to receive its remaining revenues in full before any
additional funds are released to the Debtors from the depository
account.
Additionally, as part of the purchase of the Debtors' Gulf of
Mexico properties, NOV acquired the Debtors' rights in an escrow
account set up with the Debtors' predecessor in interest to cover
certain plugging and abandonment costs. The Debtors have not yet
executed a formal assignment of this escrow account to NOV, but NOV
maintains that it has succeeded to the Debtors' rights under this
agreement. NOV has requested that either the Debtors or the
Reorganized Debtors execute the formal assignment.
Finally, although the Debtors and NOV intended that a certain
production handling agreement between the Debtors and Eni US
Operating Co, Inc. ("Eni") be assigned to NOV as part of the asset
sale, Eni did not consent to the assignment of that agreement at
the time of the closing of the sale of the Debtors' assets. Eni
withheld its consent to the assignment for several months, giving
its consent after NOV and the Debtors sent a notice terminating the
agreement. Eni contends that there are outstanding invoices due to
it under this agreement totaling $2,167,895.29. The Debtors allege
that NOV is responsible to Eni for payment of these amounts.
However, NOV asserts, among other thing, that, under the terms of
the parties' asset purchase agreement, NOV did not take an
assignment of the agreement with Eni and, therefore, has no direct
obligation to Eni. On December 20, 2018, Eni filed a motion for
relief from stay seeking authority to offset the amount due to Eni
under the production handling agreement against the pre-closing
amount of $1,020,793.65 that Eni owes to the Debtors under the
agreement. While it is possible that Eni, NOV, and the Debtors will
reach a consensual resolution, it is possible that these issues
will be litigated, either in the context of Eni's motion for relief
from the stay or in an adversary proceeding. NOV has indicated to
the Debtors that it will vigorously assert its rights and will
object to any provisions in the Plan that purport to release,
alter, or prejudice those rights.
A redlined version of the Third Amended Disclosure Statement dated
January 3, 2019, is available at:
http://bankrupt.com/misc/txsb19-1836322-333.pdf
About Petroquest Energy
PetroQuest Energy, Inc. -- http://www.petroquest.com/-- is an
independent oil and gas companies engaged in the exploration,
development, acquisition and operation of oil and gas properties in
Texas and Louisiana, primarily in the Cotton Valley, Gulf Coast
Basin, and Austin Chalk plays. The Company maintains offices in
Lafayette, Louisiana and The Woodlands, Texas. It currently employs
64 people and utilizes the services of an additional 8 specialized
and trained field workers and engineers through third-party service
providers.
Petroquest along with its seven affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 18-36322) on
Nov. 6, 2018. In the petition signed by Charles T. Goodson, CEO
and president, Petroquest estimated assets at $1 million to $10
million and estimated liabilities at $100 million to $500 million.
The Hon. David R. Jones is the case judge.
The Debtors engaged Porter Hedges LLP, led by John F. Higgins,
Esq., Joshua W. Wolfshohl, Esq., and M. Shane Johnson, Esq., as
counsel. The Debtors also tapped Seaport Global Securities as
investment banker, FTI Consulting Inc. as financial advisor, and
Epiq Corporate Restructuring LLC as claims, noticing and
solicitation agent.
The official committee of unsecured creditors formed in the cases
retained Heller Draper Patrick Horn & Manthey, LLC, as counsel.
PG&E CORP: Egan-Jones Lowers Senior Unsecured Ratings to D
----------------------------------------------------------
Egan-Jones Ratings Company, on January 14, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by PG&E Corporation to D from BB-. EJR also downgraded
the rating on commercial paper issued by the Company to D from A3.
PG&E Corporation is a holding company that holds interests in
energy-based businesses. The Company's holdings include a public
utility operating in northern and central California that provides
electricity and natural gas distribution, electricity generation,
procurement, and transmission, and natural gas procurement,
transportation, and storage.
PHILMAR CARE: Seeks to Hire Foley & Lardner as Legal Counsel
------------------------------------------------------------
Philmar Care, LLC seeks authority from the U.S. Bankruptcy Court
for the Central District of California to hire Foley & Lardner LLP
as its legal counsel, effective as of December 7, 2018.
The Debtor requires Foley & Larder to:
1. prepare applications, motions, proposed orders, schedules,
notices and other documents, and review all financial and other
reports in connection with the Debtor's Chapter 11 case or any
related proceeding;
2. prepare responses to applications, motions, notices and
other documents and pleadings that may be filed by other parties in
the case or any related proceeding;
3. evaluate the nature and validity of claims or liens
asserted against the Debtor or the bankruptcy estate and its
assets;
4. advise the Debtor regarding the potential claims and causes
of action of the estate;
5. advise and assist the Debtor in connection with any
potential asset sale or property disposition;
6. prepare a plan of reorganization or liquidation (and
associated disclosure statement) for the Debtor;
7. advise the Debtor concerning the assumption, assignment or
rejection of executory contracts and unexpired leases; and
8. provide other legal services related to the Debtor's
bankruptcy case.
The firm's hourly rates range from $595 to $690. Ashley McDow,
Esq., and Fahim Farivar, Esq., the attorneys who will be handling
the case, charge $690 per hour and $595 per hour, respectively.
Foley & Lardner received a retainer in the sum of $83,666.
Ms. McDow, a partner at Foley & Lardner, attests that the firm's
attorneys and employees do not represent any interest adverse to
the estate.
The firm can be reached through:
Ashley M. McDow, Esq.
Foley & Lardner LLP
555 South Flower Street, Suite 3300
Los Angeles, CA 90071
Tel: 213-972-4615
213-972-4500
Fax: 213-486-0065
Email: amcdow@foley.com
About Philmar Care
Philmar Care, LLC, operates an assisted living facility located at
12260 Foothill Blvd. Sylmar, California. It provides long-term
skilled nursing care, other types of care, and social services.
Philmar Care sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 18-12966) on Dec. 10, 2018. The Debtor previously filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20286) on Dec. 7,
2018.
In the petition signed by Philip R. Weinberger, managing member,
the Debtor estimated $1 million to $10 million in assets and $1
million to $10 million in liabilities. The case is assigned to
Judge Martin R. Barash. The Debtor tapped Ashley M. McDow, Esq.,
at Foley & Lardner LLP, as its legal counsel.
PING IDENTITY: Moody's Hikes CFR to B2, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded Ping Identity Corporation's
Corporate Family Rating to B2, from B3, Probability of Default
rating to B2-PD, from B3-PD, and the rating for its senior secured
credit facilities to B2, from B3. The ratings outlook is stable.
RATINGS RATIONALE
The rating upgrade reflects Ping Identity's meaningful deleveraging
and very good free cash flow relative to debt over the last 12
months driven by strong operating performance under the ownership
of affiliates of Vista Equity Partners. Total debt to EBITDA
(Moody's adjusted, including change in deferred revenues and after
expensing capitalized software costs) has declined to about 5x
(13x, if increase in deferred revenues is excluded from EBITDA) at
quarter ended September 30, 2018, down from about 9x a year ago and
pro forma for the recapitalization in January 2018.
The B2 CFR reflects Ping Identity's modest operating scale, the
highly competitive Identity and Access Management (IAM) products
market, and high financial leverage. However, Moody's believes that
Ping Identity's addressable market is large and IAM products have
strong demand prospects. Moody's expects Ping Identity's revenues
to grow in the high teens percentages and free cash flow to
increase to about mid-teens percentage of adjusted debt over the
next 12 to 18 months. Moody's estimates that further deleveraging
will likely be at a much slower pace given the company's plans to
capitalize on the large growth opportunity. Ping Identity's credit
profile is supported by its high proportion of recurring
subscription revenues, very modest customer revenue concentration
and its well-regarded products in the IAM market. The rating also
benefits from the strong equity cushion resulting from the
company's strong growth prospects. Ping Identity has good liquidity
comprising cash balances, projected free cash flow and access to an
undrawn $25 million revolving credit facility. Moody's expects the
company to deploy excess cash for acquisitions.
The stable ratings outlook reflects Moody's expectations for strong
revenue growth and stable adjusted cash EBITDA margins of about 30%
over the next 12 to 18 months. Moody's expects total debt to EBITDA
to progressively decline to mid 4x over this period.
The ratings could be upgraded if the company maintains strong
revenue and profit growth and Moody's expects the company to
maintain conservative financial policies under private equity
ownership such that free cash flow to total debt is sustained above
15% and total debt to EBITDA (Moody's adjusted, including change in
deferred revenues) is sustained at the mid 4x level. The rating
could be downgraded if free cash flow falls to below 5% of adjusted
debt for an extended period of time from meaningfully weaker
revenue growth or profitability, or an increase in debt.
Moody's upgraded the following ratings:
Issuer: Ping Identity Corporation
Corporate Family Rating, Upgraded to B2, from B3
Probability of Default Rating, Upgraded to B2-PD, from B3-PD
Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3), from B3
(LGD3)
Outlook Actions:
Issuer: Ping Identity Corporation
Outlook, Stable
Ping Identity Corporation is a wholly owned subsidiary of Roaring
Fork Intermediate, LLC. Roaring Fork Intermediate, LLC and its
subsidiaries, doing business as Ping Identity Corporation, provide
secure access to employees, partners and consumers of its
enterprise customers that allows users to connect to software
applications. Funds affiliated to Vista Equity Partners acquired
Ping Identity on June 30, 2016.
The principal methodology used in these ratings was Software
Industry published in August 2018.
PRECISION DRILLING: S&P Affirms BB Long-Term ICR, Outlook Negative
------------------------------------------------------------------
S&P Global Ratings, on Jan. 18, 2019, removed its ratings on
Calgary, Alta.-based Precision Drilling Corp. from CreditWatch,
where they were placed Oct. 9, 2018, and assigned a negative
outlook, reflecting its view that the company could underperform
S&P's base-case scenario if the increased volatility in commodity
prices results in further deterioration of industry activity.
S&P said, "At the same time, we affirmed our 'BB' long-term issuer
credit rating on Precision Drilling Corp. and our 'BB' issue-level
rating on its senior unsecured notes. The '4' recovery rating is
unchanged.
"The negative outlook reflects a slower recovery in Precision
Drilling Corp.'s leverage metrics than we previously expected,
caused by weaker market activity. In addition, the outlook
indicates our view that Precision could underperform our base-case
scenario if the heightened volatility in commodity prices results
in lower-than-expected capital budgets for North American
exploration and production (E&P) companies, which could ultimately
result in lower utilization rates, day rates, and cash flow
generation for Precision.
"The negative outlook reflects our view that Precision could
underperform our base-case scenario if the heightened volatility in
commodity prices results in lower-than-expected capital budgets for
North American E&P companies, which could ultimately result in
lower utilization rates and cash flow generation for Precision.
"We could lower our ratings if Precision's two-year,
weighted-average fully adjusted FFO-to-debt drops below 12%
consistently. This could result from lower-than-expected
utilization, day rates, and margins caused by weaker industry
activity. In addition, a downgrade would occur if we believe
Precision's business risk profile had also weakened from our
current assessment due to lower scale, diversification, or
weaker-than-expected margins."
A positive rating action could result from greater operational and
geographic diversification, which would strengthen the company's
overall business risk profile, in addition to stronger FFO-to-debt,
consistently above 20%, and positive free operating cash flow
(FOCF), which Precision could achieve through higher-than-expected
utilization, day rates, and margins spurred by increased industry
activity.
PRIME SOURCE: Wako Trade Buying "All for Color" Trademark for $25K
------------------------------------------------------------------
Prime Source Accessories, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Florida to authorize the sale of the
trademark "All for Color" to Wako Trade Co. Ltd. for $25,000.
The Debtor is the owner and holder of the Trademark under World
Intellectual Property Organization International Registration No.
1190121, which was also granted a Statement of Grant of Protection
by the Japan Trademark Office on Aug. 14, 2014 (JPO Reference No.
2014-350723). Pursuant to a licensee agreement with Wako Trade, a
Japanese Corporation, initiated Oct. 1, 2014, the Debtor granted
exclusive rights to Wako Trade to utilize Prime Source's
trademarks, copyrights, confidential information and other goodwill
associated with Trademark with Japan.
The Debtor has now entered into a Trademark Purchase and Assignment
Agreement with Wako Trade to sell and assign all of its trademarks,
copyrights, confidential information, and other goodwill associated
with the "All For Color" brand/Trademark within Japan. The
Agreement will give Wako Trade all right, title, and interest in
the Trademark within Japan, and is limited to the Grant of
Protection by the Japan Trademark Office.
In consideration for the assignment of the Trademark, Wako Trade
agrees to pay the Debtor the sum of $25,000. By way of the Motion,
the Debtor asks authority to sell the Trademark pursuant to the
terms of the Agreement with Wako Trade, and terminating the
previous Licensing Agreement with Wako Trade, subject to the
provisions of the Agreement.
The Trademark will be sold free and clear of all liens, claims,
encumbrances and interests pursuant to the terms of the Contract,
with such Liens to attach to the proceeds of the sale and without
prejudice to defenses and setoffs for disputed liens.
The Debtor believes, in its sound business judgment, that the sale
of the Trademark contemplated in the Trademark Purchase and
Assignment Agreement offers the best price and the best terms for
the sale of the Trademark. The parties were already in a
licensing agreement for the Trademark, and are both familiar with
the value of the trademarks, copyrights, confidential information
and other goodwill associated with the Trademark in Japan.
A full-text copy of the Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Prime_Source_80_Sales.pdf
About Prime Source Accessories
Prime Source Accessories, Inc., with headquarters in south Florida
and full service sourcing offices in Hong Kong & Shenzhen, China,
is a design and manufacturing and sourcing firm targeting the teen,
collegiate and adult segments of the retail industry. Prime
Source is a privately held company founded in 1997.
Prime Source Accessories filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20158)
on Aug. 21, 2018. In the petition signed by Jamie Chauss,
president, the Debtor disclosed $394,163 in assets and $1,011,261
in liabilities. The case is assigned to the Hon. Erik P. Kimball.
Craig I. Kelley, Esq., at Kelley & Fulton, PL, is the Debtor's
counsel. No official committee of unsecured creditors has been
appointed in the Chapter 11 case.
QUE GOLAZO: Feb. 6 Plan Confirmation Hearing
--------------------------------------------
The Disclosure Statement explaining Que Golazo Inc.'s Chapter 11
Plan is conditionally approved.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan and of such
objections as may be made to either will be held on February 6,
2019 at 2:00 PM at the U.S. Bankruptcy Court, U.S. Post Office and
Courthouse Building, 300 Recinto Sur, Courtroom No. 1, Second
Floor, San Juan, Puerto Rico.
Acceptances or rejections of the Plan may be filed on/or before ten
(10) days prior to the date of the hearing on confirmation of the
Plan. Any objection to the final approval of the Disclosure
Statement and/or the confirmation of the Plan shall be filed on/or
before ten (10) days prior to the date of the hearing on
confirmation of the Plan.
Que Golazo is a for-profit corporation organized under the laws of
the Commonwealth of Puerto Rico, since Jan. 26, 2010. Its primary
business is the retail sale of sporting effects of soccer like
specialized footwear, apparel, equipment, accessories, etc., from
the main brands on the market like Adidas, Nike, Joma, Reusch,
Select, and others.
General unsecured creditors under the plan are classified in
Classes 3 and 4 and will receive a distribution of 5% of their
allowed claims over a period of five years.
Payments and distributions under the plan will be funded by
business income or any other income to which the Debtor may be
eligible.
A copy of the Disclosure Statement is available at
https://tinyurl.com/ycy5dgvj from PacerMonitor.com at no charge.
About Que Golazo
Based in San Juan Puerto Rico, Que Golazo, Inc., filed a Chapter 11
petition (Bankr D.P.R. Case No. 18-01468) on March 19, 2018. In the
petition signed by its president, Horacio Tierno Copioli, the
Debtor estimated assets of less than $50,000 and debt under
$500,000. Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law
Office, is the Debtor's counsel, and Jimenez Vazquez & Associates,
PSC, is the accountant.
RAYMOND AND MOTT: Jan. 31 Plan Confirmation Hearing
---------------------------------------------------
The Disclosure Statement explaining Raymond and Mott Fund LLC's
small business Chapter 11 plan dated December 26, 2018, is
conditionally approved.
A hearing will be held on January 31, 2019 at 11 a.m., for final
approval of the Disclosure Statement and for confirmation of the
Plan before the Honorable Vincent F. Papalia, United States
Bankruptcy Court, District of New Jersey, 50 Walnut Street, Newark,
NJ 07102, in Courtroom 3B.
January 24, 2019 is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan. January 24, 2019 is fixed as the last day for filing
written acceptances or rejections of the Plan under D.N.J. LBR
3018-1(a).
The Plan is a reorganizing plan and contemplates the continuation
of the Debtor's business and retention of prepetition assets of the
Debtor. Pursuant to the Plan, the Debtor will fund a 100% dividend
to allowed unsecured creditors and restructure the Debtor's primary
secured debt to first mortgagee Sharestates, LLC. The principal of
the Debtor, Chester Meisels, will commit to support the Debtor with
an initial capital infusion of $50,000, which will assist the
Debtor to make the payments committed to pre-Filing Date real
property taxes and other lienable municipal obligations, allowed
unsecured creditors, as well as new value to, inter alia, pay
allowed administration costs inclusive of professional fees for the
Debtor. Sharestates will retain its full first priority lien
postconfirmation and continue to receive payments pursuant to this
Plan. The Debtor has also received a commitment from ACHUSA, LLC to
fund an additional $1,000,000 as of the
Effective Date, which funds will be utilized to effectuate the
Plan, including paying on the Effective Date (i) Sharestates, (ii)
real property taxes and other lienable municipal charges; (iii)
Allowed Administration Claims, including Court fees, fees of the
United States Trustee and attorneys' fees and expenses; (iv)
Unsecured Claims, including Mr. Joel
Klein; and (v) costs of effectuating the Plan after the Effective
Date, including the regular mortgage payments to Sharestates and
the contemplated property improvements.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y7g4sucw from PacerMonitor.com at no charge.
About Raymond and Mott
Based in Newark, New Jersey, Raymond and Mott Fund LLC, a real
estate company that owns in fee simple a 44,000 square foot
commercial building, filed a voluntary Chapter 11 petition (Bankr.
D.N.J. Case No. 18-22301) on June 19, 2018, and is represented by
Stephen B. McNally, Esq., McNally & Associates, L.L.C., in Newton,
New Jersey. At the time of filing, the Debtor had total assets of
$3.90 million and total liabilities of $2.73 million.
REMARKABLE HEALTHCARE: Comerica Objects to Disclosure Statement
---------------------------------------------------------------
Comerica Bank, a secured creditor and party-in-interest, objects to
the Amended Disclosure Statement in Support of Remarkable
Healthcare's Joint Plan of Reorganization.
The Creditor assert that the Amended Plan is merely another
placeholder filed while the Debtors hope that financing will
materialize. Comerica does not see how the Amended Plan is proposed
in good faith when, without any agreement between Comerica and the
Debtors, Comerica receives no more than 75% on its secured claim,
while other secured creditors and administrative creditors are
receiving payment in full -- and, especially when the McPikes have
received their full salaries throughout the Bankruptcy Cases and
will continue to receive their full salaries post-confirmation.
The Creditor asserts that the Amended Plan also provides no
meaningful liquidation analysis and fails to show how Comerica (or
other creditors) would receive less in a chapter 7 case. The
Creditor points out that as the Committee highlights in its
objection, the Debtors claim that they hold over $10 million in
accounts receivable, but with secured claims totaling approximately
$5 to $6 million, the fail to explain why the unsecured creditors
would get nothing -- or why Comerica would not realize more than
75% of its secured claim -- in a liquidation. Accordingly, the
Amended Plan does not meet the "best interests of creditors test."
The Creditor further points out that without an agreement
otherwise, the Amended Plan must provide that Comerica would
receive either deferred cash payments in at least the allowed
amount of its claim as of the effective date of the plan, the sale
of its collateral to satisfy its claim, or the indubitable
equivalent of its claim.
Attorneys for Comerica Bank:
Joseph J. Wielebinski, Esq.
Jason A. Enright, Esq.
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
Tel: (214) 745-5400
Fax: (214) 745-5390
About Remarkable Healthcare
Remarkable Healthcare operates skilled nursing facilities in
Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable
facilities are designed to meet the needs of patients requiring
post-acute recovery and therapy or residents needing a longer-term
stay. Services are tailored to each individual with the goal of
facilitating increased strength and mobility while minimizing pain
and impairment. Remarkable's programs are designed to help
patients recover quickly from surgery, injury, or serious illness
and speed up the recovery process.
Remarkable Healthcare of Carrollton, LP and its affiliates filed
voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on
Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy
Code.
In the petitions signed by Laurie Beth McPike, president of LBJM,
LLC, its general partner, Remarkable Healthcare of Carrollton,
Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort
Worth and Remarkable Healthcare of Seguin, each had estimated $1
million to $10 million in assets and liabilities; and Remarkable
Healthcare had $100,000 to $500,000 in estimated assets and $1
million to $10 million in estimated liabilities.
Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the
Debtors' counsel.
The Office of the U.S. Trustee on March 19, 2018, appointed two
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 cases. The Committee tapped Searcy & Searcy,
P.C., as its legal counsel.
REVERE POWER: S&P Assigns Prelim 'BB-' Debt Rating, Outlook Stable
------------------------------------------------------------------
Revere Power LLC is a project-financed entity that wholly owns and
controls three combined cycle gas plants in New England with a
combine winter capacity of 1,143 megawatts (MW). The portfolio's
assets, known as Bridgeport, Tiverton, and Rumford, sell all of
their output on a merchant basis within the ISO-New England
(ISO-NE) jurisdiction. The project has substantial market risk
considering that all three plants will sell energy, capacity, and
ancillary services on a fully merchant basis because the project
lacks both revenue contracts and hedges that some peers use to lock
in forward prices.
S&P Global Ratings assigned its preliminary 'BB-' rating and
preliminary '2' recovery (rounded estimate: 75%) rating to Revere's
term loan B due 2026, term loan C due 2026, and revolving credit
facility due 2024.
S&P said, "The stable outlook is based on our expectation of sound
operational performance that ultimately leads to an average annual
capacity factor of about 55% across the portfolio while spark
spreads remain around $12-$14 annually over the next few years,
although we expect both measures to fluctuate seasonally. The
rating is based on our minimum forecast DSCR of 1.44x, which occurs
in 2022.
"We could lower the rating if the project can't maintain a minimum
DSCR of 1.3x on a forward-looking basis. This could stem from the
deterioration of energy margins, possibly caused by lower power
demand or continued low commodity prices. We could also revise the
outlook or lower the rating if the project experiences unexpected
operational issues that require an extensive unforced outage or if
liquidity becomes strained. We could also consider a lower rating
if we believe that Revere no longer compares well to peers at the
current rating or if the evolving regulatory landscape negatively
affects the competitive position of fossil fuel plants in New
England.
"While unlikely in the near term, we could raise the rating if we
expect the project to maintain a minimum base-case DSCR greater
than 1.75x in all years, including during the post-refinancing
period. This could stem from secular improvement in power and
capacity prices in ISO-NE. We could also consider a higher rating
if the project significantly delevers or if its downside resiliency
improves, which would likely be the result of greater liquidity."
REX PRINTING: Seeks to Hire Pressbid as Auctioneer
--------------------------------------------------
Rex Printing Company seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ Pressbid Auction,
LLC to manage the proposed auction of its surplus equipment and
machinery.
The auctioneer will receive a buyer's premium of 18% and a flat fee
of $6,500.
Phillip Patrona, officer of Pressbid Auction, LLC, attests that he
and his firm are "disinterested persons" within the meaning of
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Phillip Patrona
Pressbid Auction, LLC
1955 Hilton Rd.
Ferndale, MI 48220
Phone: (248) 268-1603
About Rex Printing Company
Rex Printing Co., established in 1930, is a Michigan corporation,
with its main office located in Sterling Heights, Michigan. It
provides design, planning and printing services for its commercial
customers.
Rex Printing Co. sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 18-55671) on Nov. 20, 2018. In the petition signed by
Theresa Ciavola, president, the Debtor estimated assets and
liabilities in the range of $50,001 to $100,000. The Debtor tapped
Jay S. Kalish, Esq., at Jay S. Kalish & Associates, as its counsel.
RIO MALL: Hires Astor Weiss Kaplan as Special Counsel
-----------------------------------------------------
Rio Mall, LLC seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida to retain Astor, Weiss, Kaplan &
Mandell, LLP as special counsel.
The firm will continue to handle transactional matters and provide
legal services concerning the Debtor's commercial real property,
including the Rio Mall shopping center located at 3801 Route 9
South, Rio Grande, New Jersey.
David Mandel, Esq., a partner at Astor Weiss and the attorney who
will be providing the services, will charge $500 per hour.
Mr. Mandel attests that his firm is a "disinterested person" within
the meaning of section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David Mandel, Esq.
Astor, Weiss, Kaplan & Mandell, LLP
The Bellevue, Suite 600
200 South Broad Street
Philadelphia, PA 19102
Tel: 215-790-0100
Fax: 215-790-0509
About Rio Mall LLC
Rio Mall, LLC, is a real asset company whose principal assets are
located at 3801 Route 9 South Rio Grande, New Jersey.
Rio Mall, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 18-17840), on June 28, 2018. In the petition signed by Bruce
Frank, manager, the Debtor estimated assets and liabilities at $1
million to $10 million. The case is assigned to Judge Erik P.
Kimball. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page
PA, is the Debtor's counsel. No official committee of unsecured
creditors has been appointed.
SEARS HOLDINGS: Hires Deloitte Transactions as Bankruptcy Advisor
-----------------------------------------------------------------
Sears Holdings Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Deloitte Transactions and Business Analytics
LLP to provide bankruptcy advisory services, nunc pro tunc to
October 29, 2018.
The firm will provide advice and recommendations to the Debtors
with respect to their current ledger and accounts payable system
for the necessary bankruptcy reporting, and the development of
creditor matrix, schedules of assets and liabilities, monthly
operating reports, statements of financial affairs, and claims
listing and reconciliation process. DTBA will also provide advice
and recommendations with respect to general corporate restructuring
matters as requested by the Debtors.
DTBA will charge these hourly fees:
Partner/Principal $775 - $925
Managing Director $700 - $925
Senior Manager/Senior Vice President $600 - $650
Manager/Vice President $500 - $600
Associate/Senior Associate $395 - $475
John Little, principal of DTBA, attests that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
John W. Little
Deloitte Transactions and Business Analytics LLP
2200 Ross Ave., Suite 1600
Dallas, TX 75201
Phone: +1 214 864 4210
Email: jolittle@deloitte.com
About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
McAndrews Held & Malloy, Ltd., as IP counsel; M-III Partners as
restructuring advisor; Lazard Freres & Co. LLC as investment
banker; DLA Piper as real estate advisor; and Prime Clerk as claims
and noticing agent.
SEARS HOLDINGS: Seeks to Hire Deloitte as Tax Services Provider
---------------------------------------------------------------
Sears Holdings Corporation and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Deloitte Tax LLP to provide tax services.
The firm will provide tax advisory services related to the Debtors'
debt exchange transaction in accordance with the terms and
conditions set forth in the work order dated February 1, 2018.
These services include:
a. advising the Debtors on the tax effects of their debt
exchange transaction;
b. advising the Debtors on the preparation of original issue
discount calculations;
c. advising the Debtors with respect to the review of the
offering memorandum related to the exchange of certain notes held
by certain creditors to determine tax reporting requirements from a
tax perspective; and
d. advising the Debtors with respect to the determination of
the federal income tax filing requirements.
Deloitte Tax will charge these hourly fees for the tax advisory
services:
National Tax Specialist Partner/
Principal/Managing Director $625
Partner/Principal/Managing Director $525
Senior Manager $400
Manager $320
Senior Associate $210
Staff $185
The firm will also provide tax advisory services related to the
Debtors' restructuring, which include:
a. advising the Debtors on the cash tax effects of
restructuring and bankruptcy transactions and the
post-restructuring tax profile tax costs;
b. advising the Debtors on the restructuring and bankruptcy
emergence process from a tax perspective, including the tax work
plan;
c. advising the Debtors with respect to any cancellation of
debt income for tax purposes under IRC section 108;
d. advising the Debtors on post-restructuring or
post-bankruptcy tax attributes (tax basis in assets, tax basis in
subsidiary stock, and net operating loss carryovers) available
under the applicable tax regulations and the reduction of such
attributes based on the Debtors' operating projections;
e. advising the Debtors on the effects of tax rules under IRC
sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net
operating loss carryovers and limitations on their utilization, and
the Debtors' ability to qualify for IRC section 382(l)(5);
f. advising the Debtors on net built-in gain or net built-in
loss position at the time of "ownership change" (as defined under
IRC section 382), including limitations on use of tax losses
generated from post-restructuring or post-bankruptcy asset or stock
sales;
g. advising the Debtors as to the treatment of post-petition
interest for state and federal income tax purposes;
h. advising the Debtors on the state and federal income tax
treatment of pre-bankruptcy and post-petition reorganization
costs;
i. assisting the Debtors in their evaluation and modeling of
the tax effects of liquidating, disposing of assets, merging or
converting entities as part of the restructuring;
j. advising the Debtors on state income tax treatment and
planning for restructuring or bankruptcy provisions in various
jurisdictions;
k. advising the Debtors on responding to tax notices and
audits from various taxing authorities;
l. assisting the Debtors in identifying potential tax refunds
and advising them on procedures for tax refunds;
m. advising the Debtors on income tax return reporting of
bankruptcy issues and related matters;
n. assisting the Debtors in their review and analysis of the
tax treatment of items adjusted for financial reporting purposes as
a result of "fresh start" accounting as required for the emergence
date of the U.S. financial statements in an effort to identify the
appropriate tax treatment of adjustments to equity (including
issuance of new equity, options or warrants), and other tax basis
adjustments to assets and liabilities recorded;
o. assisting the Debtors in documenting the tax analysis,
development of their opinions, recommendations, observations, and
correspondence for any proposed restructuring alternative tax issue
or other tax matters;
q. assisting the Debtors in their efforts to calculate tax
basis of their assets and liabilities in each of their subsidiaries
or other entity interests; and
p. advising the Debtors on other state and federal income tax
issues.
Deloitte Tax will charge these hourly fees for tax advisory
services related to restructuring:
National Tax Specialist Partner/
Principal/Managing Director $975
Partner/Principal/Managing Director $850
Senior Manager $725
Manager $595
Senior Associate $450
Staff $325
Thomas Hermanson, managing director of Deloitte Tax, attests that
his firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Thomas C. Hermanson
Deloitte Tax LLP
111 S. Wacker Drive
Chicago, IL 60606
Phone: +1 312 486 1000
About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
McAndrews Held & Malloy, Ltd., as IP counsel; M-III Partners as
restructuring advisor; Lazard Freres & Co. LLC as investment
banker; DLA Piper as real estate advisor; and Prime Clerk as claims
and noticing agent.
SENIOR CARE: Seeks to Hire H2C Analytics as Investment Banker
-------------------------------------------------------------
Senior Care Centers, LLC and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ H2C Analytics, LLC as their investment banker nunc pro
tunc to December 19, 2018.
The services to be provided by H2C include:
Pre-Marketing
(a) gain a thorough understanding of the Debtors through
discussions with key representatives of the management and the
Board of Directors, as appropriate, and through a review of
operating, financial and legal information;
(b) review with the Debtors the valuation methodologies,
assumptions, industry comparables, and other factors to be
considered in developing a preliminary fair market valuation;
(c) develop an estimate of the fair market value of the
Debtors under current market conditions;
(d) assist the Debtors in assembling summary descriptive and
financial information to be shared with potential acquirers upon
the execution of confidentiality agreements and prior to the
submission of indications of interest;
(e) assist in the preparation of a confidential information
memorandum concerning the Debtors to be used in discussions with
prospective acquirers;
(f) in conjunction with the Debtors, develop a transmittal
letter to accompany the CIM, including key points related to a
potential transaction and information to be submitted in the IOI;
(g) develop, update and review a list of parties which might
be interested in acquiring the Debtors;
(h) assist the Debtors in determining which unexpired leases
and executory contracts should be assumed or rejected;
Marketing and Negotiation
(a) advise the Debtors as to strategy and tactics in
connection with their negotiation of a potential transaction;
(b) make initial inquiries with potential acquirers to
determine their initial level of interest in a transaction;
(c) in anticipation of receiving IOIs, assist the Debtors in
managing the due diligence process, developing materials and
preparing for a presentation to prospective acquirers or investors
that highlights their strengths and the investment opportunity
(d) review all indications of interest and, based upon these
responses, assist the Debtors in deciding whether and with which
potential acquirer(s) to negotiate a letter of intent or definitive
agreement;
(e) attend and facilitate meetings between the Debtors and
potential acquirers;
(f) assist the Debtors in the negotiation of transaction
documents;
(g) assist in performing reverse due diligence on the
prospective acquirers and in confirmatory due diligence processes
concurrent with negotiation of transaction documents;
(h) render such other financial advisory and investment
banking services as may specifically, from time-to-time, be agreed
upon by H2C and the Debtors;
(i) report to the Debtors' Board of Directors;
(j) subject to a separate agreement, provide the Debtors with
financial advisory services in connection with sourcing a
debtor-in-possession credit facility.
H2C will be compensated according to this fee structure:
(a) $50,000 retainer due upon approval of the firm's
employment
(b) $25,000 monthly retainer
(c) Success fee calculated as follows: (i) 1% of consideration
up to $100 million; (ii) 1.5% of consideration above $100 million,
up to $200 million; (iii) 2% of consideration above $200 million;
(iv) $500,000 minimum success fee provided, however, that if total
consideration is less than $2.5 million, success fee shall be 20%
of total consideration.
Wayne Weitz, managing director of H2C, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
H2C can be reached through:
Wayne P. Weitz
H2C Analytics, LLC
623 Fifth Avenue, 29th Floor
New York, NY 10022
Phone: 212-257-4500
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton
Andrews Kurth LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
SHOPKO STORES: Gets Interim Access to $479MM Bankr. Financing
-------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Shopko
Stores case issued an order authorizing:
(i) debtor-in-possession ("DIP") financing consisting of:
(a) a senior secured superpriority revolving credit facility up
to the aggregate principal amount of up to $400 million,
(b) a senior secured first-in-last-out revolving credit facility
of up to $30 million and
(c) a senior secured term loan of up to $49 million and
(ii) use certain pre-petition collateral, including the cash
collateral of prepetition
lenders.
The term loans noted at (b) and (c) above are comprised of amounts
rolled-up from prepetition borrowings as is approximately $289
million of the $400 million revolving credit facility.
Key Terms of the DIP Facility:
Borrower(s): ShopKo Properties, LLC Penn-Daniels, LLC ShopKo Stores
Operating Co., LLC ShopKo Holding Company, LLC ShopKo Optical
Manufacturing, LLC Specialty Retail Shops Holding Corp. ShopKo
Institutional Care Services Co., LLC, Retained R/E SPE, LLC, Pamida
Stores Operating Co., LLC
Guarantor(s): ShopKo Finance, LLC SVS Trucking, LLC Shopko Gift
Card Co., LLC, Pamida Transportation, LLC, Place's Associates’
Expansion, LLC
Lenders: Wells Fargo Bank, National Association, successor by
merger to Wachovia Bank, National Association, a national banking
association as Agent and Term Loan B Agent, Shopko Note Holding,
LLC, successor to Spirit Realty L.P., as Term Loan B-1 Agent, and
each lender from time to time party to the Loan Agreement.
Interest Rates: Revolving Loans A: a rate equal to the then
Applicable Margin for Prime Rate Loans on a per annum basis plus
the Prime Rate Revolving Loans A-1: a rate equal to the then
Applicable Margin for Prime Rate Loans on a per annum basis plus
the Prime Rate Term Loans B: a rate equal to the then Applicable
Margin for Prime Rate Loans on a per annum basis plus the Prime
Rate Term Loans B-1: a rate equal to fourteen (14.00%) percent per
annum
"Applicable Margin" shall mean, at any time, as to the Interest
Rate for Prime Rate Loans the applicable percentage (on a per annum
basis): (i) Applicable Prime Rate Margin for Revolving Loans A:
2.75%, (ii) Applicable Prime Rate Margin for Revolving Loans A-1:
4.00% and (iii) Applicable Prime Rate Margin for Term Loans B:
9.50%
Use of DIP Facility and Cash Collateral: Shall only be used by
Debtors for the working capital and general corporate purposes of
Borrowers, including allowed administrative expenses incurred
during the Chapter 11 Cases
A final hearing on the motion is scheduled for February 7, 2019,
with objections due by February 4, 2019.
About Specialty Retail Shops Holding Corp.
Specialty Retail Shops Holding Corp. and its affiliates are engaged
in the sale of general merchandise including clothing, accessories,
electronics, and home furnishings, as well as company-operated
pharmacy and optical services departments. The Debtors are
headquartered in Green Bay, Wisconsin, and operate 367 stores in 25
states throughout the United States as well as e-commerce
operations. The Debtors currently employ approximately 14,000
people throughout The United States.
Specialty Retail Shops Holding and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case
No. 19-80064) on January 16, 2019. At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.
The cases have been assigned to Judge Thomas L. Saladino.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; McGrath North
Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital,
Inc. as investment banker; Berkeley Research Group, LLC as
restructuring advisor; Hilco Real Estate, LLC as real estate
Consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera
Partners LLC as financial advisor; and Prime Clerk LLC as notice
and claims agent.
A seven-member panel has been appointed as official unsecured
creditors committee in the cases.
SHOPKO STORES: U.S. Trustee Forms 7-Member Committee
----------------------------------------------------
Daniel Casamatta, acting U.S. trustee, on Jan. 18 appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Specialty Retail Shops Holding Corp. and
its affiliates.
The committee members are:
(1) Hanesbrands, Inc.
Attention: Barry Hytinen
1000 East Hanes Mill Road
Winston-Salem, NC 27105
Phone: 336-519-7010
Email: barry.hytinen@hanes.com
(2) Readerlink Distribution Services, LLC
Attention: Michael L. Malkin
1420 Kensington Road, Suite 300
Oak Brook, IL 60523
Phone: 708-356-3626
Email: mmalkin@readerlink.com
(3) Home Products International N.A.
Attention: Dennis Doheny
4501 West 47th Street
Chicago, IL 60632
Phone: 773-890-8901
Email: ddoheny@homzproducts.com
(4) McKesson Corp.
Attention: Jenifer Towsley
6555 State Highway 161
Irving, TX 75039
Phone: 972-869-8334
Email: jenifer.towsley@mckesson.com
(5) Notations, Inc.
Attention: Ric Lazarus
539 Jacksonville Road
Warminster, PA 18974
Phone: 215-259-2000, extension 120
Email: ricl@notations.com
(6) LCN SKO Omaha (Multi) LLC
Attention: Joshua Leventhal
c/o LCN Capital Partners
888 Seventh Avenue, 4th Floor
New York, NY 10019
Phone: 212-201-4073
Email: jleventhal@LCNpartners.com
(7) Realty Income Corporation
Attention: Kirk Carson
11995 El Camino Real
San Diego, CA 92130
Phone: 858-284-5256
Email: kcarson@realtyincome.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
The following attorneys filed a notice of appearance on behalf of
McKesson Corporation:
Richard P. Garden, Jr., Esq.
Michael J. Whaley, Esq.
Cline Williams Wright Johnson & Oldfather, L.L.P.
Sterling Ridge
12910 Pierce Street, Suite 200
Omaha, NE 68144
Telephone: (402) 397-1700
Facsimile: (402) 397-1806
Email: mwhaley@clinewilliams.com
-- and --
Jeffrey Garfinkle, Esq.
Buchalter
A Professional Corporation
18400 Von Karman Avenue, Suite 800
Irvine, CA 92612-0514
Telephone: (949) 760-1121
Email: jgarfinkle@Buchalter.com
About Specialty Retail Shops Holding Corp.
Specialty Retail Shops Holding Corp. and its affiliates are engaged
in the sale of general merchandise including clothing, accessories,
electronics, and home furnishings, as well as company-operated
pharmacy and optical services departments. The Debtors are
headquartered in Green Bay, Wisconsin, and operate 367 stores in 25
states throughout the United States as well as e-commerce
operations. The Debtors currently employ approximately 14,000
people throughout The United States.
Specialty Retail Shops Holding and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case
No. 19-80064) on January 16, 2019. At the time of the filing, the
Debtors had estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.
The cases have been assigned to Judge Thomas L. Saladino.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; McGrath North
Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital,
Inc. as investment banker; Berkeley Research Group, LLC as
restructuring advisor; Hilco Real Estate, LLC as real estate
Consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera
Partners LLC as financial advisor; and Prime Clerk LLC as notice
and claims agent.
SHREEDEVI AA: FEB. 13 Plan Confirmation Hearing
-----------------------------------------------
The Disclosure Statement explaining the Chapter 11 Plan filed by
Shreedevi AA Corporation is conditionally approved.
February 13, 2019 at 9:00 a.m. is fixed for the hearing on
Confirmation of the Plan and Final Approval of the Disclosure
Statement in the Court room of the Honorable Harlin D Hale, 1000
Lamar Street, Room 222, Wichita Falls, Texas.
February 7, 2019 is fixed as the last day for filing and serving
written objections to confirmation of the Plan or the Disclosure
Statement.
The Debtor operates a convenience store/gas station in Wichita
Falls, Texas and owns another store in Wichita Falls, Texas which
it leases.
Under the plan, all allowed unsecured creditors in Class 6 will
share pro rata in the unsecured creditors pool. The Debtor will
make monthly payments commencing on the Effective Date of $250 into
the unsecured creditors pool. The Debtor will make distributions to
the Class 6 creditors every 90 days commencing 90 days after the
Effective Date. The Debtor will make payments until all Allowed
unsecured claims are paid in full.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y7kn3n6f from Pacermonitor.com at no charge.
About Shreedevi AA Corporation
Shreedevi AA Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-70202) on July 2,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. Judge
Harlin Dewayne Hale presides over the case. Eric A. Liepens, P.C.,
serves as counsel to the Debtor.
SILVERVIEW LLC: Feb. 4 Hearing on Disclosure Statement
------------------------------------------------------
The Bankruptcy Court approves the "Stipulation for Third
Continuance of Hearing on Approval of Disclosure Statement and
Extending Certain Deadlines" filed by Silverview, LLC, and OSM Loan
Acquisitions IX LP.
Accordingly, the January 7, 2019 at 11:00 am hearing to consider
approval of the Disclosure Statement is vacated, and is reset to
the 4th day of February, 2019 at 11:00 O’CLOCK A.M., before the
Honorable Daniel P. Collins, United States Bankruptcy Court,
Courtroom 603, 230 N. First Avenue, Phoenix, AZ 85004.
The Debtor will file any amendments to its Disclosure Statement
addressing OSM's pending objection to the Disclosure Statement.
About Silverview LLC
Silverview, LLC, is a privately-held company whose principal assets
are located at 1501 E. Gold Rush Road Bullhead City, Arizona.
Silverview sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-04471) on April 24, 2018. The
company previously sought bankruptcy protection (Bankr. D. Ariz.
Case No. 11-03325) on Feb. 9, 2011. In the petition signed by
Robert C. Lewis, manager, the Debtor estimated assets of $1 million
to $10 million and liabilities of $1 million to $10 million.
Judge Daniel P. Collins presides over the case. The Debtor tapped
Engelman Berger, P.C., as its legal counsel.
SMGR LLC: Taps Thomas M. Fitzgibbons as Corporate Counsel
---------------------------------------------------------
SMGR LLC received approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire the Law Office of Thomas M.
Fitzgibbons as its corporate counsel.
The firm will defend and pursue actions related to tenancy, assist
the Debtor in collecting debts, and provide other legal services as
corporate counsel.
Thomas Fitzgibbons, Esq., the attorney who will be providing the
services, will charge an hourly fee of $325. The retainer fee is
$4,000.
The firm can be reached through:
Thomas M. Fitzgibbons, Esq.
Law Office of Thomas M. Fitzgibbons
2750 Ringling Blvd., Suite 4
Sarasota, FL 34237-6300
Phone: 941-953-5697
Email: thomas@fitzgibbonslawoffice.com
About SMGR LLC
SMGR, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-06846) on Aug. 16, 2018. In the
petition signed by Sean Murphy, managing member, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Buddy D. Ford, Esq., at Buddy D. Ford,
P.A., serves as the Debtor's bankruptcy counsel. No official
committee of unsecured creditors has been appointed.
SOMS TECHNOLOGIES: PGI Buying Assets for $375K
----------------------------------------------
SOMS Technologies, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the bidding procedures
in connection with a sale of assets comprising its private label
and its electric vehicle charger business lines to PGI
Acquisitions, LLC for $375,000, plus the assumption of certain
liabilities, subject to overbid.
A hearing on the Motion is set for Jan. 24, 2019 at 12:00 p.m.
(ET). The objection deadline is Jan. 23, 2019 at 5:00 p.m. (ET).
A hearing on the objection is set for Jan. 28, 2019 at 10:00 a.m.
(ET).
The Debtor believes that selling its Private Label Business and the
EV Charger Business as a going concern can generate significantly
more value for its bankruptcy estate than a disorderly liquidation
that would occur if the Debtor were to run out of cash.
On Jan. 4, 2019, the Debtor entered into the Asset Purchase
Agreement with the Stalking Horse Bidder and its parent Premium
Guard Incorporated, pursuant to which the Assets will be sold to
the Stalking Horse Bidder for a cash purchase price of $375,000,
plus the assumption of certain liabilities of the Debtor. In the
Stalking Horse Purchase Agreement, the Debtor agreed to pay the
Stalking Horse Bidder a break-up fee, as an allowed administrative
expense of the Debtor's estate, in the amount of $15,000 in
accordance with the terms thereof.
The Stalking Horse Bidder will assume liabilities that accrue after
the closing date of the transaction, as set forth in Section 2.03
of the Stalking Horse Purchase Agreement. Except for the
representations and warranties contained in Article IV of the
Stalking Horse Purchase Agreement, the Debtor has not made any
express or implied representation or warranty. The sale will be
free and clear of any and all liens, claims, encumbrances and other
interest.
The Stalking Horse Bidder will offer employment to one employee of
the Debtor on a temporary basis. This employee is not an insider of
the Debtor. Premium Guard Incorporated (the parent of the Stalking
Horse Bidder) jointly and severally agreed to pay the Purchase
Price to the Debtor at closing.
The Stalking Horse Purchase Agreement may be terminated by either
party upon written notice to the other party in writing, if all of
the conditions to closing have not been satisfied by March 15,
2019.
The Debtor developed the Bidding Procedures to allow other
interested parties to submit bids for the Assets. The Debtor's
Board of Managers has authorized the proposed Sale Transaction.
The Debtor believes, in its reasonable business judgment, that the
Bidding Procedures are likely to maximize the sale price for the
Assets.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Feb. 25, 2019 at 5:00 p.m. (ET)
b. Initial Bid: All cash and no less than $425,000
c. Deposit: 10% of initial bid
d. Auction: If the Debtor receives one or more Qualified Bids
in addition to the Stalking Horse Bid, the Debtor will commence an
auction on Feb. 28, 2019 at 10:00 a.m. (ET) at the offices of
Tannenbaum Helpern Syracuse & Hirschtritt LLP, 900 Third Avenue,
13th Floor, New York, New York 10022 or such other location as will
be timely communicated to all entities entitled to attend the
Auction.
e. Bid Increments: $25,000
f. Sale Hearing: As scheduled by the Court
g. Sale Objection Deadline: Two business days after the Debtor
files the Cancellation Notice (if there is no Auction), or two
business days after the Debtor files the Auction Results Notice
(only if an Auction is held)
The Debtor proposes that it file and serve the Sale Notice within
two business days after the Bidding Procedures Order is entered.
The Debtor is not aware of any party having a lien, encumbrance or
similar interest in the Assets to be sold as part of the Sale
Transaction. The Stalking Horse Purchase Agreement does not
provide for the Debtor to assume and assign any of its executory
contracts or unexpired leases to the Stalking Horse Bidder.
If the Debtor asks to assume and to assign any of its executory
contracts or unexpired leases to a Successful Bidder, the Debtor
will file a separate motion requesting such authority and serve
such motion on the counterparties to such executory contracts and
unexpired leases. The Motion does not ask Court approval to assume
or assign any executory contracts or unexpired leases.
The Debtor asks relief from the 14-day stay imposed by Bankruptcy
Rule 6004(h). The Stalking Horse Purchase Agreement provides that
either party thereto may terminate the agreement if the transaction
is not consummated by March 15, 2019.
A copy of the Stalking Horse APA attached to the Motion is
available for free at;
http://bankrupt.com/misc/SOMS_Technologies_67_Sales.pdf
The Purchaser:
PGI ACQUISITIONS, LLC
c/o Premium Guard, Inc.
90 Broad St., Suite 1504
Attn: Anan Bishara
E-mail: ana@premiumguard.com
The Purchaser is represented by:
Denise M. Tormey, Esq.
VEDDER PRICE, P.C.
1633 Broadway, 31st Floor
New York, NY 10019
Facsimile: (212) 407-7799
E-mail: dtormey@vedderprice.com
About SOMS Technologies
SOMS Technologies LLC -- http://microgreenfilter.com/-- develops,
manufactures, and markets engine oil filters. It offers spin-on
oil filters, cartridge oil filters, air filters, and fuel filters.
SOMS Technologies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-23446) on Sept. 21,
2018. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $1 million.
The Hon. Robert D. Drain is the case judge. The Debtor tapped
Tannenbaum Helpern Syracuse & Hirschtritt LLP,
led by Michael J. Riela, as its legal counsel, and Schwartz
Advisors LLC as its financial advisor.
STRAIGHT TRIANGLE: Feb. 13 Plan Confirmation Hearing
----------------------------------------------------
The disclosure statement explaining Straight Triangle Trucking,
LLC's Chapter 11 plan is conditionally approved.
February 13, 2019 at 11:00 A.M. at 433 Cherry St., Courtroom A,
Macon, GA 31201 is fixed for the hearing on final approval of the
disclosure statement and for the hearing on confirmation of the
plan.
February 7, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.
Class 7 consists of all creditors that have an allowed impaired
unsecured claim, including including the unsecured non-priority
claim of the Georgia Department of Revenue in the amount of $205.03
and contained in Claim Number 1; Comdata Mastercard; CRST Malone;
Everest Business Funding, LLC; Paramount Logistics; S & E
Commercial Tire; T-Mobile; West GA Trailer Services; Yellowstone
Capital LLC; and Atlas Acquisitions, LLC. The Debtor will pay these
claims in full within sixty (60) months from the effective date of
the Plan as funds become available.
Class 2 consists of the allowed impaired secured claim held by ENGS
that is secured by a first priority lien in the debtor's 2016
Freightliner Cascadia truck. The claim shall be in the amount of
$130,000.00, based upon the value of the collateral. The debtor
shall pay this claim by paying forty-eight (48) monthly payments in
the amount of $2,993.81, commencing on the effective date of the
Plan, and continuing at the rate of $2,993.81 monthly thereafter
until paid in full.
Class 3 consists of the allowed impaired unsecured priority claim
of the Georgia Department of Revenue in the amount of $1,953.95.
The debtor shall pay this claim in full on the effective date of
the Plan.
Class 4 consists of the allowed impaired unsecured priority claim
of the Internal Revenue Service in the amount of $275.00. The
debtor shall pay this claim in full on the effective date of the
Plan.
Class 5 consists of the allowed impaired secured claim of Go
Capital. Said claim is secured by the debtor's 53 Snyder Great Dane
Trailer. Debtor shall pay this claim as fully secured, in the
amount file of $4,066.94, by making twenty-four (24) monthly
payments in the amount of $178.42 commencing on the effective date
of the Plan, and continuing at the rate of $178.42 each month
thereafter until paid in full.
Class 6 consists of the allowed impaired unsecured claim of ENGS in
the amount of $32,085.74. Said claim shall be paid without
interest. This claim shall be paid in monthly installments of
$2,993.81 commencing the first (1st) day of the month immediately
following the month in which the last payment to Class 2 comes due
as pursuant to the Debtor's Plan of Reorganization.
The debtor shows that he has sufficient work to generate enough
revenue going forward to fund his Plan of Reorganization. The
debtor does not anticipate a decline in income from its current
amounts. The debtor asserts that his Plan of reorganization is
feasible.
A full-text copy of the Disclosure Statement dated December 31,
2018, is available at https://tinyurl.com/ycwqlu8x from
PacerMonitor.com at no charge.
About Straight Triangle Trucking
Straight Triangle Trucking, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-50866) on May
7, 2018. In the petition signed by Terrence D. Blige, managing
member, the Debtor estimated assets of less than $50,000 and
liabilities of less than $100,000.
TRAVERS FINE: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Travers Fine Jewels Inc.
dba Travers Fine Jewels
962 Madison Avenue
New York, NY 10021
Business Description: Travers Fine Jewels Inc. --
https://www.traversfinejewelry.com --
operates a jewelry store in New York.
The Company specializes in offering
top-quality jewelry for all occasions
including diamond rings, diamond bracelets,
and earrings. It also offers custom jewelry
design, jewelry appraisal, and quality
control analysis.
Chapter 11 Petition Date: January 21, 2019
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 19-10177
Debtor's Counsel: Sanford Philip Rosen, Esq.
ROSEN & ASSOCIATES, P.C.
747 Third Avenue
New York, NY 10017-2803
Tel: (212) 223-1100
Fax: (212) 223-1102
E-mail: srosen@rosenpc.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sam Kassin, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at:
http://bankrupt.com/misc/nysb19-10177.pdf
TREATMENT CENTER: M. Thatcher to Serve as Liquidating Trustee
-------------------------------------------------------------
The Treatment Center of The Palm Beaches, LLC, filed an amended
Chapter 11 plan and accompanying disclosure statement to disclose
that it has selected Michael Thatcher to act as Liquidating Trustee
commencing on the Effective Date.
Mr. Thatcher presently serves as the Chief Restructuring Officer of
the Debtor and has served in that capacity since June, 2018.
During his tenure as Chief Restructuring Officer, Mr. Thatcher has
overseen all aspects of the Debtor's business operations and
oversaw the successful marketing and sale of the Debtor's property
in August, 2018. As a result, Mr. Thatcher is intimately familiar
with the Debtor and its operations.
Mr. Thatcher's current billing rate is $395 per hour.
The Debtor also disclosed that it has retained special counsel,
Genovese, Joblove & Battista, to investigate and pursue, if
appropriate, director & officer claims on a contingent fee basis.
It is anticipated that the representation, investigation and
litigation will continue after confirmation by the Liquidating
Trustee.
Class 5 - Allowed General Unsecured Claims are impaired. Each
Allowed Unsecured Claim against the Debtor's Estate shall be
satisfied by Distributions to the Holder of each such Allowed
Unsecured Claim on a pro rata basis with the Holders of all Allowed
Unsecured Claims in this Class 5. No Distribution shall be made to
Holders of Allowed Unsecured Claims in this Class 5 unless and
until all Allowed Administrative Claims, all Allowed
Post-Confirmation Administrative Claims, all Allowed Priority Tax
Claims and all Allowed Claims in Classes 1, 2, 3, and 4 have been
paid in full, reserved or otherwise resolved, and/or included in or
accounted for in the Distribution at issue.
Class 1 - Allowed Secured Claim of Shoppes of Atlantis, LLC are
impaired. The Allowed Secured Claim of the Shoppes of Atlantis,
LLC, based on the lease of commercial real property to the Debtor
shall be satisfied by the Landlord receiving the $15,000.00
prepetition security deposit currently in the Landlord's
possession, custody, and control.
Class 2 - Allowed Secured Claim of EverBank Commercial Finance, Inc
are impaired. The Allowed Secured Claim of EverBank Commercial
Finance, Inc., based on amounts due under a Commercial Lease
Agreement dated August 1, 2013. The lease was assigned to Konica
Minolta and rejected during the bankruptcy proceeding. The claimant
will not receive a distribution on account of this claim.
Class 3 - Allowed Secured Claims of Great American Financial
Services Corp are impaired. The Allowed Secured Claim of Great
American Financial Services Corp., based on amounts due under a
Commercial Lease Agreement dated August 1, 2013. Based upon the
Debtor's records, all amounts due under the lease were fully paid
prior to the bankruptcy filing. The claimant will not receive a
distribution on account of this claim.
All payments as provided for in the Debtor's Plan will be funded by
the orderly liquidation of the Debtor's assets, either prior to
confirmation of the Plan or after confirmation of the Plan by the
Liquidating Trustee. The Plan will be funded with, among other
things, the proceeds of the sale of substantially all of the
Debtor's tangible assets, any Excluded Assets, Litigation Claims,
and Causes of Action.
A full-text copy of the Amended Disclosure Statement dated January
3, 2019, is available at https://tinyurl.com/ya5thgb9 from
PacerMonitor.com at no charge.
A redlined version of the Amended Disclosure Statement is available
at https://tinyurl.com/ydxqjwng from PacerMonitor.com at no
charge.
About The Treatment Center of The Palm Beaches
The Treatment Center of the Palm Beaches, LLC, located in West Palm
Beach, Florida -- https://www.thetreatmentcenter.com/ -- is an
addiction treatment center. Since 2009, Treatment Center has
offered custom treatment programs for drugs, alcohol, trauma,
mental health, and other addictions.
The Treatment Center of the Palm Beaches filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 18-14622) on April 19, 2018.
In the petition signed by Judi Gargiulo, manager, the Debtor
disclosed $11.07 million in total assets and $6.12 million in total
liabilities.
The case is assigned to Judge Erik P. Kimball.
Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's bankruptcy
counsel.
The court approved the sale of substantially all of the Debtor's
assets to Palm Beach Recovery Center, LLC on Sept. 7, 2018.
On October 16, 2018, the Debtor filed its Chapter 11 plan and
disclosure statement.
TRESHA-MOB LLC: Sets Bidding Procedures for All Assets
------------------------------------------------------
Tresha-Mob, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the bidding procedures in connection
with the sale of substantialy all assets at auction.
The Debtor's primary asset is a medical office building located at
9618 Huebner Road in San Antonio, Texas where the Debtor leases the
medical offices to third parties. The Debtor does not operate the
health care businesses conducted on site.
The Debtor proposes to sell the Property. Furthermore, it
proposes, as part of such sale, to assign its real and personal
property leases to the Successful Bidder. In connection with the
foregoing, the Debtor has or will, by separate motion, ask the
Court to approve its assumption of its lease.
The Debtor has, retained CBRE, Inc. to assist in marketing and
selling the Property and has filed an application to employ
relating to the same.
Prior to the Petition Date, RCB Bank made two loans to the Debtor
in the respective original principal amounts of $9.207 million and
$1,782,378.00 under various pre-petition loan documents. The
Debtor's obligations under the Mortgage Loans are secured pursuant
to a deed of trust between the Debtor and RCB. As of the Petition
Date, approximately $10.5 million of indebtedness was outstanding
under the Mortgage Loans.
By the Bid Procedures Motion, the Debtor requests, inter alia, the
entry of the Bid Procedures Order, approving the procedures for the
sale of the Property.
The salient terms of the Bidding Procedures are:
a. To complete a sale of the Property, subject to consent of
the Lender, the Debtor may select any of the following approaches:
(i) a negotiated sale with a designated purchaser; (ii) the
designation of a stalking horse bidder and then holding an auction;
or (iii) an auction with no stalking horse bidder. Any Transaction
entered into by the Debtor will be subject to the final approval of
the Court pursuant to the Sale Order.
b. The Debtor, through CBRE, will continue marketing the
Property for potential sale.
c. Bid Deadline: Feb. 28, 2019 at 5:00 p.m. (CST)
d. Initial Bid: Any Qualified Bid must propose a competing
bid which is greater than the purchase price contained in the
Proposed Earnest Money Contract by at least $100,000; and by its
terms, remain open for acceptance through the earlier of the
closing of any transaction with a winning bidder or April 5, 2019;
e. Deposit: $200,000
f. Auction: All Qualified Bidders must attend an auction sale
(to be conducted by the Court and/or counsel for Debtor or such as
approved by the Court) at a location to be identified in the notice
of the Sale Hearing to be served on interested parties.
g. Bid Increments: $100,000
h. Sale Hearing: March 15, 2019,
i. Closing: March 31, 2019
During the course of the marketing and bidding process, the Debtor
may ask to enter into a Transaction with a potential Stalking Horse
Bidder. The Debtor asks an order from this Court authorizing the
Debtor: (a) to accept a Stalking Horse Bid, (b) to provide a
Stalking Horse Bidder with certain bid protections, including a
Break-up Fee in an amount of $10,000 together with an amount equal
to the reasonable, necessary and actual costs incurred by the
Stalking Horse Bidder in performing due diligence and negotiating
and presenting its’ Stalking Horse Bid in an amount not to exceed
$50,000, and (c) grant the Stalking Horse Bidder an option to
participate in the Auction.
Contemporaneously with the filing of the Bid Procedures Motion, the
Debtor is filing a motion asking an expedited hearing on the bid
procedures set out.
Finally, because of the need to close the transactions contemplated
as promptly as possible, the Debtor asks that the Court orders and
directs that the order approving the Motion will not be
automatically stayed for 14 days.
About Tresha-Mob
Tresha-MOB, LLC, is a lessor of real estate based in Chicago,
Illinois, whose principal assets are located at 9618 Huebner Road
San Antonio, TX 78240.
Tresha-MOB filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
18-52420) on Oct. 10, 2018. In the petition signed by Michael
Horrell, Voltaire Asset Managers II, LLC, manager of Tresha-MOB
LLC, the Debtor estimated assets and liabilities of $10 million to
$50 million. Eric Terry Law, PLLC, is the Debtor's counsel.
URUS GROUP: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Urus Group LLC as of Jan. 18, according to a
court docket.
About Urus Group LLC
Urus Group LLC is a privately-held company whose principal assets
are located at 2627 South Bayshore Drive, Miami, Florida.
Urus Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 18-24730) on November 27, 2018. At
the time of the filing, the Debtor had estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million.
The case has been assigned to Judge Jay A. Cristol. The Debtor
tapped Richard Siegmeister P.A. as its legal counsel.
US SALT: Moody's Assigns B3 Corp. Family Rating, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has assigned first-time ratings to US
Salt LLC, including a B3 Corporate Family Rating. Moody's has also
assigned B2 ratings to the proposed $25 million first lien senior
secured revolving credit facility that expires in 2024 and to the
$285 million first lien senior secured term loan due 2026. Kissner
Holdings II LP, a newly established holding company, will own
co-borrowers US Salt LLC and NSC Minerals Ltd. following the
completion of the NSC Minerals acquisition.
The ratings are subject to the transaction closing as proposed and
receipt and review of the final documentation.
Assignments:
Issuer: US Salt LLC
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)
Gtd. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Outlook Actions:
Issuer: US Salt LLC
Outlook, Assigned Stable
"The B3 CFR reflects the company's small scale, geographic
concentration and narrow product portfolio as well as elevated
leverage and private equity ownership, but is supported by the
company's less cyclical nature and strong positions in the rock
salt and evaporated salt markets," said Domenick R. Fumai, Moody's
Vice President and lead analyst for US Salt LLC.
RATINGS RATIONALE
The B3 Corporate Family Rating reflects the company's small scale,
highly concentrated geographic scope and a narrow product
portfolio. The majority of the company's pro forma revenues of $170
million are derived primarily from two regions -- the US and
Western Canada, roughly 60% and 40%, respectively. Business
diversity is also negatively impacted by a narrow product portfolio
that has a significant concentration in salt with limited
end-market applications. Moody's estimates pro forma leverage for
the acquisition in the mid 6x as of October 31, 2018, which is
elevated for the rating. The ratings are also constrained by the
company's private equity ownership. US Salt is owned by an investor
group comprised of Metalmark Capital, Silverhawk Capital Partners
and Demetree Salt, LLC, which also owns Kissner Holdings LP (B3
stable). Although the two entities are distinct, there is
uncertainty as to whether the companies could be combined in the
future and what the likely implications for the credit profile
would be. Another limiting factor in the rating is the company's
lack of operating and financial history following completion of the
NSC Minerals acquisition. US Salt's private equity ownership
exposes the credit to potential event risk including additional
large debt-financed acquisitions and dividend recapitalizations.
The rating is supported by the company's exposure to the less
economically exposed salt industry, strong industry positions in
the Western Canada de-icing market and evaporated salt market as
well as ability to generate consistent operating cash flow, which
should allow it to service its debt. The company also benefits from
access to low-cost, long-term supply of salt. In addition to
favorable access to evaporated salt, US Salt will have access to
high-quality and low-cost rock salt supply in Canada following the
completion of the NSC Minerals acquisition.
US Salt has adequate liquidity supported by a 5-year $25 million
revolving credit facility, which is expected to have $21.6 million
available at close and fairly consistent positive free cash flow
generation. Moody's expects US Salt to generate $14 million of free
cash flow in FY 2019 and $16 million in FY 2020, which should
support its first lien term loan amortization of approximately $2.9
million and provide modest incremental debt repayment.
The first-lien senior secured credit facilities comprised of the
$25 million first lien revolving credit facility that expires in
2024 and the $285 million term first lien loan due in 2026 are
rated B2, one notch above the B3 CFR, reflecting their position in
the capital structure with respect to the claim on substantially
all the assets and capital stock of the guarantors, Kissner
Holdings II LP and US Salt Investors, LLC as well as existing and
subsequently created material, direct or indirect, wholly-owned
Canadian or US subsidiary of co-borrowers US Salt LLC and NSC
Minerals, Ltd. subject to certain exceptions on foreign
subsidiaries. The first lien term loan contains no financial
covenants and has an excess cash flow sweep of 50%, stepping down
to 25% and 0% at total net leverage of 5.6x and 5.1x, respectively.
The revolving credit facility has a springing first lien net
leverage covenant of 6.1x when the revolver is drawn more than 35%
for the fiscal quarters ending March 31 and June 30 and 40% for the
fiscal quarters ending September 30 and December 31, with an
approximate 30% cushion expected at closing.
The stable outlook reflects its expectation that leverage will
range around mid-6x over the medium-term, retained cash flow to
debt (RCF/debt) of 5-7% and positive free cash flow generation
between $10-$15 million over the next several years.
Moody's could upgrade the rating if the company improves adjusted
leverage to below 5.5x on a sustained basis, retained cash flow to
debt (RCF/Debt) is sustained above 10% and the company maintains a
conservative financial policy including no large debt-financed
acquisitions and no significant dividend payments to the sponsors,
and the comnpany is able to demonstrate a favorable performance
track record. The rating could be downgraded if leverage is
sustained above 7x, the company undertakes another large
debt-financed acquisition, dividend recapitalization, or if there
is a substantial deterioration in liquidity.
Headquartered in Watkins Glen, NY, US Salt LLC operates an
evaporated salt business and upon completion of the proposed NSC
Minerals Ltd. acquisition, will also be a provider of de-icing
salt, bulk and bagged salt in Western Canada. US Salt is owned by
an investor group comprised of Metalmark Capital, Silverhawk
Capital Partners and Demetree Salt, LLC For the twelve months ended
October 31, 2018, US Salt generated pro forma gross revenue of $170
million.
The principal methodology used in these ratings was Chemical
Industry published in January 2018.
VALENTIA GLOBAL: Seeks to Hire Aaronson Schantz as Legal Counsel
----------------------------------------------------------------
Valentia Global, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Aaronson Schantz
Beiley P.A. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiation with its
creditors; assist in the preparation of a bankruptcy plan; and
provide other legal services related to its Chapter 11 case.
The firm received a retainer in the sum of $50,000 prior to the
Debtor's bankruptcy filing.
Tamara McKeown, Esq., the attorney who will be handling the case,
disclosed in a court filing that she and her firm do not represent
any interest adverse to the Debtor and its bankruptcy estate.
The firm can be reached through:
Tamara D. McKeown, Esq.
Aaronson Schantz Beiley P.A.
2 South Biscayne Blvd., 34th Floor
Miami, FL 33131
Tel: (305) 579-9077 / (786) 594-3000
Email: tdmckeown@mckeownpa.com
Email: tmckeown@aspalaw.com
About Valentia Global
Valentia Global, LLC -- http://www.valentiarestaurant.com/-- is a
privately-held that owns and operates the Valentia Mediterranean
Restaurant. It offers signature dishes including Paella Valenciana
(rice with chicken, snails and seasonal vegetables), Arroz A Banda
(rice with peeled seafood), Arroz Negro (rice with calamari ink),
and Paella De Mariscos (rice with shrimp, prawns and langostines.
Valentia Global filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 18-25653) on Dec. 17, 2018. In the petition signed by Ivan
Marzal, authorized member, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities. The case is
assigned to Judge Robert A. Mark.
VIKEN MANJIKIAN: Ponstein Buying Llano Property for $180K
---------------------------------------------------------
Viken Manjikians asks the U.S. Bankruptcy Court for the Central
District of California to authorize the bidding procedures in
connection with the sale of the real property located in Los
Angeles County and identified as 28610 Largo Vista Road, Llano,
California, APN 3063-003-003, to Geoffrey Ponstein for $180,000,
subject to overbid.
The Debtor has a 42.857% ownership interest in the Property, and
the remaining 57.143% is owned by the Nibbelink Family Trust. The
proposed sale is of the entire Property (all 100%), with the sale
proceeds to be distributed in accordance with the respective
ownership interests of the Debtor and the Trust.
The Debtor seeks Court approval to sell the Property to the Buyer
pursuant to the terms and conditions set forth in California
Residential Purchase Agreement And Joint Escrow Instructions, Dated
Oct. 29, 2018. The Property will be sold on an "as is, where is"
basis without any warranties, expressed or implied, and without any
contingencies, except pursuant to the terms and conditions
expressly set forth in the Sale Agreement, and free and clear of
all liens, claims, interests, and encumbrances, with such claims,
liens, interests, and encumbrances to attach to the Sale proceeds.
The Buyer has deposited the sum of $2,000 with escrow.
Escrow will close no sooner than the first business day that is at
least 15 days after entry of the Bankruptcy Court order approving
the Sale Motion. The Debtor expresses no opinion as to whether
there are tax consequences to the Sale.
In addition, the Debtor asks that the Court approves payment
through escrow at closing of (i) brokers' commissions totaling 6%,
(ii) normal and customary escrow closing costs, (iii) the
undisputed claims of creditors secured by the Property (if any),
subject to the Debtor's and the Trust's review and final approval
of the lienholder's payoff demands; and (iv) the Trust's
proportionate sale of the proceeds from the Property in accordance
with the Bankruptcy Code and applicable state law. Finally, the
Sale Motion also asks approval of the Bidding Procedures regarding
the Sale of the Property.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: At 5:00 p.m. (PT) on Jan. 28, 2019
b. Initial Bid: $185,000
c. Deposit: $5,000
d. Auction: At the sale hearing.
e. Bid Increments: $5,000
A hearing on the Motion is set for Jan. 30, 2019 at 10:00 a.m.
Viken Manjikian sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 16-24801) on Dec. 1, 2017. The Debtor tapped Daniel J.
Weintraub, Esq., at Weintraub & Selth APC, as counsel.
VIP RESORT: Discloses Bidding Procedures for Assets in New Plan
---------------------------------------------------------------
VIP Resort LLC, filed an amended disclosure statement to disclose
more information regarding the process for bidding and sale of the
Debtor's property.
The Debtor is electing to restructure though a "sale - leaseback"
of the Property with the purchaser acquiring and subsequently
leasing the real estate back to the Debtor. The transaction
permits the Property's owners to liquidate their equity and realize
the fair market value of the Property. Simply put, the Debtor
envisions the sale leaseback transaction to be an effective means
to: (i) monetize the Property; and (ii) take the Debtor out of the
business of owning real property and instead allow it to re-focus
its efforts on operating the kennel full time by converting the
equity in the Property to cash, while retaining possession and
continued use of the property during the term of the lease.
Pursuant to the Plan, and as the Debtor's principal Restructuring
Transaction, the Debtor seeks to effectuate a sale/leaseback
transaction pursuant to Section 363 of the Bankruptcy Code, in
conjunction with the Plan Confirmation process. Persons interested
in acquiring the Debtor's Property of the Debtor must submit a
Qualifying Bid to the Debtor's counsel by 5:00 p.m., Prevailing
Pacific Time, at least fourteen (14) Days prior to the Confirmation
Hearing, unless such date is extended in the sole discretion of the
Debtor. The Confirmation Hearing will also serve as the hearing to
approve the sale of the Property.
The transactions to be implemented pursuant to the Plan are subject
to a determination of the Debtor of which Entity or Entities, if
any, has submitted the highest and best bid for the Property. A bid
received by the Debtor for the Property shall constitute a
"Qualifying Bid" if such bid includes the following, in form and
substance reasonably satisfactory to the Debtor: (i) a fully
executed definitive purchase agreement for the Property which sets
forth all material terms and conditions of the proposed acquisition
including, without limitation, the Property to be acquired,
liabilities to be assumed and proposed consideration to be paid by
the bidder, a provision providing that such sale is conditional
upon both parties agreeing to execute a subsequent lease of the
Property to the Debtor, and such other terms as the bidder deems
appropriate, (ii) evidence that the bidder has the necessary
authorizations and approvals necessary to engage in the transaction
without the consent of any entity that has not already been
obtained; (iii) a cashier's check or wire transfer made payable to
the Debtor's counsel, in an amount equal to $50,000, and (iv) such
other information as the bidder believes will be helpful in
demonstrating its financial capability to consummate the proposed
transactions.
Additionally, in order to constitute a "Qualifying Bid," (i) the
transaction proposed by the Definitive Agreement may not be
conditioned on the outcome of unperformed due diligence and (ii)
the Definitive Agreement must describe the bidder's intention with
respect to Executory Contracts and/or Unexpired Leases of the
Debtor in order for the assumption, assignment and/or rejection of
such Executory Contracts and Unexpired Leases to be timely
effectuated under the Plan. Finally, in order to be deemed a
"Qualifying Bid" the Definitive Agreement must be accompanied by a
letter affirmatively: (i) setting forth a full disclosure of the
identity of the bidder (and any other person(s) subject to any
agreement, arrangement or understanding with such bidder in
connection with the bid), the contact information for such bidder
and full disclosure of any affiliates or insiders of the Debtor
involved in such bid; (ii) summarizing the consideration proposed
under the Definitive Agreement (i.e., cash and assumed
liabilities); (iii) stating the aggregate value of the proposed
consideration (which statement of value shall not be binding on the
Debtor or the Bankruptcy Court); and i(v) stating the form of
Deposit (i.e., cashier's check or cash) made by the bidder.
Each Definitive Purchase Agreement shall provide for: (i) the
allocation of certain expenses in connection with the purchase of
the Sale Property, including but not limited to real estate taxes,
real property transfer taxes, recording and title fees, title
insurance costs and other similar expenses, and whether such
expenses shall be paid by the Purchaser or Debtor; and (ii) any
specific due diligence period. The Debtor shall consider the
allocation of these expenses and the duration of the due diligence
period when considering which bid is the highest and best offer.
Each Definitive Purchase Agreement, including the allocation of
expenses associated with the transaction and the duration of any
due diligence period, shall be subject to approval by the
Bankruptcy Court. Within two (2) Business Days of each bidder's
timely delivery of all required materials as detailed in the
preceding paragraph, the Debtor shall, in its sole discretion,
notify each bidder, in writing, as to whether its bid has been
deemed a Qualified Bid. Each bidder who submits a Qualified Bid
shall be deemed a "Qualified Bidder."
Subject to Bankruptcy Court approval, the Debtor’s business
judgment, and these auction/bid procedures, the highest and best
offer for the Property received prior to the Confirmation Hearing
will be deemed the "Stalking Horse Bid," and as a result, such
person or entity will be the "Stalking Horse Bidder."
If a Qualified Bidder other than the Stalking Horse Bidder is
determined to be the Winning Bidder (as defined herein), the
Stalking Horse Bidder shall be entitled to a break-up fee in the
amount of $50,000, plus up to $25,000.00 for the Stalking Horse
Bidder's actual expenses, provided the Stalking Horse Bidder shall
not be entitled to the Break-Up Fee or the Expenses if the Purchase
Agreement is validly terminated by the Debtor pursuant to the terms
of the Stalking Horse Bidder's Purchase Agreement.
A full-text copy of the First Amended Disclosure Statement dated
January 3, 2019, is available at https://tinyurl.com/y982eur7 from
PacerMonitor.com at no charge.
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.
W RESOURCES: Court Approves Sale of Lord Ranch Tract
----------------------------------------------------
Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana approved W Resources, LLC's motion to sell
(a) the "Lord Ranch" tract, with roughly 2,690 deeded acres, and
(b) the "Buchanan Ranch" tract, with roughly 3,058 deeded acres, to
First Interstate Bank ("FIB") in exchange for complete remission of
the FIB claim against the estate (Claim No. 6-1) and other
consideration.
A hearing on the Motion was held Jan. 16, 2019.
The Debtor is authorized to sell the "Ranch House" tract, with less
than 40 acres and a residence, to United Mississippi Bank ("UMB")
in exchange for complete remission of that certain UMB claim
against the estate (Claim No. 9-1, as amended) and other
consideration.
The sale is free and clear of any liens, claims, interests and
other encumbrances, with all of those liens, claims, interests and
other encumbrances referred and attaching to the sale proceeds.
Upon the closing of the sale, the FIB claim (no. 4-1) and the UMB
claim (no. 9-1) will be satisfied, in full, and removed from the
claims register in the case.
From the Purchase Price will be paid by the Banks at closing and
without further order of the Court, as a surcharge under Section
506(c):
I. the Debtor's portion of the prorated 2018 property taxes,
any and all other unpaid taxes and assessments existing as of the
date of closing;
II. $25,000 for out-of-pocket fees and expenses incurred by the
auctioneer in connection with the failed Nov. 19, 2018 auction;
III. other ordinary and necessary costs of closing, including
title insurance (collectively I to III, the "Closing Costs," with
such Closing Costs split between the Banks pro rata according to
each Banks debt); and
IV. a $55,000 carve-out in favor of the Estate from the
Purchase Price of the particular property, which will be received
by the Estate free and clear of liens, claims and encumbrances
(payable $50,000 for FIB and $5,000 for UMB).
Upon the closing of the sale, and in exchange for the retention of
Hall and Hall by FIB as its broker after the closing, and the
agreement of FIB and UMB to pay Hall and Hall an amount up to
$25,000 for the out-of-pocket fees and expenses incurred in
connection with the failed Nov. 19, 2018, auction, Hall and Hall
will not be entitled to the 4% commission from the Estate as set
forth in the Auction Listing Agreement or otherwise and the Estate
will be released from any further obligation to Hall and Hall
arising from, or that could have arisen from, the sale.
Following the sale of the Purchased Assets as set forth in the
Order: (a) the Clerk of Court of Granite County and/or other public
officials are authorized to cancel and erase completely from the
public records of the County each of the mortgages, liens,
privileges and other items listed in Exhibit B to this Sale Order;
(b) counsel for the Debtor and/or Purchasers are authorized to file
UCC-3 terminations with respect to any and all UCC fixture filings;
(c) the counsel for the Debtor and/or Purchasers are authorized to
file UCC-3 amendments deleting the Purchased Assets from other
filed financing statements; and (d) the Clerk of Court of Granite
County and/or other public officials are authorized to cancel and
release the Purchased Assets from the effect of any and all other
Liens and Claims shown in the public records only insofar as they
attach to the purchased assets.
At the closing of the sale, the state grazing lease on Section 16,
Township 5N, Range 14W (permit #3060364) for the State of Montana,
is assumed by the Debtor, and is assigned to FIB free and clear of
any and all Liens and Claims, with no cure payment.
The Sale Order will be effective and executory immediately upon
entry on the docket of the record of the case, and the 14-day stay
provided by FED. R. BANKR. P. 6004(h) will be abrogated and waived
by the Sale Order, so as to allow the Debtor and the Purchasers to
proceed immediately to effectuate the closing and transfers
contemplated by and within the Sale Motion and the Sale Order.
Upon the closing of the sale of the Purchased Assets, counsel for
the Debtor immediately will file a notice in the record of the case
that the closing of the sale of the Property has occurred and
specifying the date of the closing.
About W Resources
W Resources, LLC, is a privately-owned company in Baton Rouge,
Louisiana, engaged in activities related to real estate. It is a
holding company with a diverse set of raw and recreational land,
farming and hunting operations, an aircraft hangar, oil and gas
interests, and equity-based interests.
W Resources sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the
petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael
Worley, manager, the Debtor estimated assets and liabilities of $50
million to $100 million each.
The Debtor hired Stewart Robbins & Brown, LLC, as its legal
counsel. Horne LLP serves as accountant.
WASTE PRO: S&P Alters Outlook to Negative & Affirms 'B+' ICR
------------------------------------------------------------
S&P Global Ratings noted that solid waste services company Waste
Pro USA Inc.'s operating performance and credit measures have
deteriorated.
S&P is affirming its ratings, including its 'B+' issuer credit
rating, on Waste Pro USA Inc. and is revising the outlook to
negative from stable.
The outlook revision reflects rising vehicle maintenance, fuel, and
direct labor costs in 2018, which outpaced Waste Pro's good volume
growth. This resulted in credit measures deteriorating to levels
that are borderline acceptable for the current ratings. S&P said,
"We estimate that the company's adjusted-debt-to-EBIITDA ratio
increased to roughly 6.2x as of Dec. 31, 2018. If the company's
leverage ratio appears likely to trend toward 6.5x and stay there
for an extended period, we could lower the ratings. Alternatively,
if the company realizes benefits from price gains and reductions in
fuel and other costs in 2019, improving the leverage ratio to less
than 6x, we may consider revising the outlook back to stable."
The negative outlook reflects the 1-in-3 potential for lower
ratings over the next year if Waste Pro's credit measures do not
rebound to levels acceptable for the ratings. S&P estimates that
the company's adjusted-debt-to-EBITDA ratio was 6.2x as of Dec. 31,
2018. The company's collection mix, pricing actions, cost-control
efforts, and contributions from its acquired businesses may allow
it to improve its operating performance and get its leverage ratio
back to the 5x-6x area in the latter part of 2019.
S&P said, "We could lower the ratings on Waste Pro if we expect
debt to EBITDA to increase to 6.5x and remain there for an extended
period with limited prospects for improvement. We could also lower
our ratings on the company if the EBITDA headroom under either of
its ABL's leverage ratio covenants do not improve and appear likely
to remain below 15%.
"We could revise the outlook to stable in late 2019 if pricing
discipline takes hold and credit measures improve such that the
adjusted-debt-to-EBITDA ratio is likely to stay within the 5x-6x
range.
"Given the company's stretched credit measures at present, it is
unlikely that we would raise the ratings on Waste Pro in the next
year. We could raise our ratings if it establishes a track record
of operating with appropriate credit measures for a higher rating
and commits to maintaining commensurate financial policies to
sustain these metrics. We see financial policies as key to higher
ratings. If that scenario occurs, we could revise our assessment of
its financial policy to neutral from negative and raise our
ratings. A solid operating performance--by itself--would be
insufficient to realize such a scenario during the next year."
WILLIAMS PLUMBING: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Williams Plumbing, Heating, and Air
Conditioning, Inc. as of Jan. 17, according to a filing with the
U.S. Bankruptcy Court for the Middle District of Alabama.
About Williams Plumbing, Heating
and Air Conditioning Inc.
Williams Plumbing, Heating, and Air Conditioning, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Ala. Case No. 19-30125) on January 16, 2019.
WING PALACE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Wing Palace LLC as of Jan. 17, according to
a court docket.
About Wing Palace LLC
Wing Palace LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04041) on November
16, 2018. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of less than $500,000.
The case has been assigned to Judge Paul M. Glenn. The Debtor
tapped Adam Law Group, P.A. as its legal counsel.
Y.S.K. CONSTRUCTION: Files Ch. 11 Plan of Liquidation
-----------------------------------------------------
Y.S.K. Construction Corporation filed a Chapter 11 plan of orderly
liquidation and an accompanying disclosure statement.
The funds necessary to implement the Plan will be generated from
the sale of the real property located at 8422 Ballew Avenue, Berwyn
Heights, MD 20740. At the closing of the sale, the Debtor will pay
in full the lien claims of Apex and Prince George's County,
Maryland. After making these payments, the Debtor estimates that
net proceeds of approximately $280,000 will remain for distribution
to the bankruptcy estate. At the closing, $85,000 will be paid
into escrow with Debtor's counsel for payment of the remaining
claims of all classes of creditors under the Plan, as well as
administrative expenses. The Debtor will pay the Allowed Amount of
all remaining claims in full, including any accrued interest
thereon, within ten (10) days after such claims become Allowed
Claims.
Class 5: Allowed Unsecured Claims. The Debtor anticipates the
total of its Allowed Unsecured Claims will be no greater than
$10,000. Holders of Class 5 claims will receive payment in full of
their claims, with interest. Class 5 claims are not impaired under
the Plan.
A full-text copy of the Amended Disclosure Statement dated January
3, 2019, is available at https://tinyurl.com/y8jule5x from
PacerMonitor.com at no charge.
About Y.S.K. Construction Corp
Y.S.K. Construction Corporation sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Md. Case No. 18-15018) on April
16, 2018. At the time of the filing, the Debtor estimated assets
of less than $1 million and liabilities of less than $500,000.
Judge Wendelin I. Lipp oversees the case. Augustus T. Curtis,
Esq., at Cohen Baldinger & Greenfeld, LLC, is the Debtor's legal
counsel.
YBARRA ENTERPRISES: Files Self-Report on Patient Care
-----------------------------------------------------
Ybarra Enterprises, in its self-reporting obligations, reported
that there were no changes in its staffing.
Further, the Report disclosed that there were no complaints or
concerns asserted by any physician or other healthcare
professionals, including any patient, about the quality of care
provided to any person under the Debtor's care.
A full-text copy of the Self-Reporting Obligation is available at:
http://bankrupt.com/misc/txsb18-70254-68.pdf
About Ybarra Enterprises
Based in Mission, Texas, Ybarra Enterprises, Inc., aka Dedication
of Care Home Health Agency -- http://www.dochomehealth.com/--
provides home health care services. Currently, the Company's
coverage area includes South Texas major cities: Laredo, McAllen,
Edinburg, Corpus Christi, and Brownsville. The company filed a
voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-70254)
on July 9, 2018, and is represented by Kelly K. McKinnis, Esq., in
McAllen, Texas. At the time of filing, the Debtor had estimated
assets of $100,000 to $500,000 and estimated liabilities of $1
million to $10 million.
*********
Monday's edition of the TCR delivers a list of indicative prices
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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