/raid1/www/Hosts/bankrupt/TCR_Public/190216.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, February 15, 2019, Vol. 23, No. 45
Headlines
10 HOMESTEAD: To Liquidate Assets to Pay Unsecureds in Full
166 HILLSIDE: U.S. Trustee Unable to Appoint Committee
7202 LLC: Seeks to Hire Samuel Grunfeld as Accountant
9 GREEN NOTE: Seeks to Hire Klinger & Klinger as Accountant
90 WEST STREET: Removes Grosvenor Break-Up Reimbursement Provisions
ACHAOGEN INC: Provides Update on Corporate Progress
ACI CONCRETE: May Use Equity Bank Cash Collateral Until March 15
AECOM: S&P Affirms 'BB' ICR, Alters Outlook to Stable
AGILE THERAPEUTICS: Perceptive Advisors Is No Longer a Shareholder
AKCAFE OF NEW YORK: Taps Christo Vardakis as Tax Preparer
ALESSI FAMILY: Court OK's Plan Outline; Feb. 27 Hearing Set
ALI BABA'S TERRACE: Taps Christo Vardakis as Tax Preparer
ALLIANCE SECURITY: Security Systems Buying All Assets for $1.3M
ARPENI PRATAMA OCEAN: Files Ch. 11 Prepackaged Reorganization Plan
ARSENAL ENERGY: Court Confirms Pre-Pack Reorganization Plan
ASP EMERALD: S&P Lowers ICR to 'B-', Outlook Negative
ATIF INC: Creditor Trustee Taps DSI as Accountant
AVOLON HOLDINGS: S&P Raises Senior Unsecured Notes Rating to 'BB+'
AZURE LA PALMA: PCO Seeks to Hire Timothy Stacy as Consultant
AZURE LA PALMA: PCO Taps Resnik Hayes Moradi as Legal Counsel
BAY CIRCLE: Trustee Taps Nelson Mullins as Special Counsel
BLACKWATER TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
BOCA HEALTH: Seeks Access to American Express Cash Collateral
BRIDGEHEAD NETWORKS: Case Summary & 19 Unsecured Creditors
BRISTOW GROUP: S&P Lowers ICR to 'CCC+' on Worsening Liquidity
BUFFETS LLC: To Pay UST $4,875 in Quarterly-Fee Liability
BUILDING 1600: U.S. Trustee Unable to Appoint Committee
BVS CONSTRUCTION: Seeks to Hire Marlene Van Sickle as Accountant
CARLOS ROBLES TILE: March 27 Hearing on Disclosure Statement
CARLOS ROBLES: Unsecureds to Get 5% Within 84 Months
CECIWONG INC: Unsecureds to be Paid in Full with No Interest
CELL SCIENCE: March 6 Hearing on Disclosure Statement
CENTERSTONE LINEN: Committee Taps CKR Law as Legal Counsel
CKSB LLC: Trustee Taps Goe & Forsythe as Legal Counsel
COBALT COAL: Seeks to Hire Scot S. Farthing as Legal Counsel
COLLISION EXPRESS: Plan and Disclosures Hearing Set for March 4
CORSI CAB: Seeks Authorization to Use Medallion Cash Collateral
CYN RESTAURANTS: May Continue Using Cash Collateral Until Feb. 28
DALLAS BARBECUE: May Continue Interim Use of Cash Collateral
DISCOVERORG HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
DITECH HOLDING: BofA Reports 5.42% Equity Stake
DITECH HOLDING: Terms of $1.9-Bil. Loan from Barclays & Nomura
DITECH HOLDING: Terms of Restructuring Support Agreement
DN ENTERPRISES: Taps Dvorak Law Group as Legal Counsel
DN ENTERPRISES: Taps Landmark Group as Property Manager
E & J MACON: Feb. 28 Plan Confirmation Hearing
EAGLE REBAR: Disclosures OK'd; Plan Hearing Set for March 14
EDWARD DAWSON: Grishko Buying Spokane Residential Property for $40K
ELEMENT SOLUTIONS: S&P Raises Sr. Unsecured Note Rating to 'BB-'
ERI AMERICA: Plan and Disclosures Hearing Scheduled for March 12
ERNEST VICKNAIR: Falgoust Buying 10% Interest in Hamilton for $20K
EXTREME REACH: S&P Reinstates BB- Rating on Rev. Credit Facility
FC GLOBAL: Gadsden Completes Acquisition of Mission Hills Square
FLAMBEAUX GAS: Plan Outline Approval Hearing Set for March 8
FLORIDA COSMETOGYNECOLOGY: Seeks Access to Cash Until March 21
FRANK INVESTMENTS: Stone Harbor Buying Ventnor Property for $350K
FREMONT INVESTMENT: Foreclosure Judgment in Favor of WFB Upheld
FULLBEAUTY BRANDS: Davis Polk Advises Agent Under ABL Facility
FULLBEAUTY BRANDS: Files Joint Prepackaged Chapter 11 Plan
GAETANO ENTERPRISES: Seeks Authorization on Cash Collateral Use
GARDEN OAKS: Committee Taps Hoover Slovacek as Special Counsel
GAS-MART USA: Court Grants Phillips 66 Bid for Default Judgment
GB SCIENCES: Delays Dec. 31 Quarterly Report for Analyses
GETHSEMANE MINISTRIES: Plan Outline OK'd; Ch. 11 Plan Confirmed
GIGA-TRONICS INC: Reports Results for the Third Quarter FY 2019
GNC HOLDINGS: Receives Full Funding of $300M Investment by Harbin
GREEK BROS: Plan to be Funded from Restaurant Income
HAYES & HAYES: Second Interim Cash Collateral Order Entered
HUT AIRPORT LIMOUSINE: Trustee Seeks Access to CSB Cash Collateral
IMERYS TALC: Case Summary & 30 Largest Unsecured Creditors
INDUSTRIAL LAB: Seeks to Hire Hanlon Estadt as Legal Counsel
INTEGRATED DYNAMIC: Allowed to Use Cash Collateral Through July 31
INTERNATIONAL IRON: Seeks to Hire Ritchie Bros. as Auctioneer
INTERNATIONAL IRON: Seeks to Hire Winderweedle as Legal Counsel
ION GEOPHYSICAL: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
JANUS INTERNATIONAL: S&P Rates New $75MM Incremental Term Loan B+
JERRY BATTEH: Niermann Buying Jacksonville Rental Property for $85K
JLAN PROPERTIES: Operating Income to Fund Proposed Plan
KCST USA: Unsecured Creditors' Recovery Unknown Under Plan
KENDALL FROZEN: Watchdog Seeks Approval of H. Grobstein as Trustee
LBI MEDIA: New Plan Removes First Lien Notes Refinance Option
LIFE SETTLEMENTS: BPCP Offers $5.65M for Substantially All Assets
LINTON VETERINARY: May Use Cash Collateral on Interim Basis
LION COPOLYMER: S&P Withdraws 'B' Issuer Credit Rating
LODESTONE OPERATING: Seeks to Hire Weycer Kaplan as Legal Counsel
LUMENS HOLDINGS: April 17 Public Auction Set
LYFE TEA LLC: Allowed to Use Cash Collateral on Interim Basis
MALLINCKRODT PLC: Bank Debt Trades at 7% Off
MAMMOET-STARNETH: Unsecureds to Recover 8.4%-100% Under New Plan
MAYFLOWER COMMUNITIES: Seeks Access to UMB Bank Cash Collateral
MAYFLOWER COMMUNITIES: U.S. Trustee Forms Residents' Committee
MERCADO'S MEAT: Taps Gabriel Liberman as Legal Counsel
MIRION TECHNOLOGIES: S&P Affirms 'B' ICR, Outlook Stable
MR MILCENT: Seeks Approval of Interim Cash Collateral Agreement
NEXSTAR BROADCASTING: Moody's Withdraws Sec. Debt Ratings in 2 VIEs
NORTHERN OIL: Crestview Partners Has 12.8% Stake as of Dec. 31
NOVUM PHARMA: U.S. Trustee Forms 5-Member Committee
OAKLAND PARK: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
OAKLAND PARK: Seeks to Hire Hospitality Consultants as Manager
OMA GROUP: Seeks to Hire E.P. Bud Kirk as Bankruptcy Attorney
ONEMAIN HOLDINGS: S&P Raises ICR to 'BB-', Outlook Stable
OSR PATENT: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
PACIFIC DRILLING: Court Approves Zonda Debtors' Plan Outline
PARIS MANAGEMENT: Seeks to Hire John Dunlap as Bankruptcy Attorney
PARKER BUILDING: Discloses WaFed Bid to Dismiss Chapter 11 Case
PEPPERELL MILLS: Allowed to Use Cash Collateral Through Feb. 28
PERFECT BROW ART: U.S. Trustee Forms 3-Member Committee
PERTL RANCH: Seeks Interim Use of GemCap Cash Collateral
PG&E CORP: U.S. Trustee Forms 9-Member Committee
PHOENIX GUARANTOR: S&P Rates New $150MM 1st-Lien Term Loan 'B'
POSTROCK ENERGY: A. Lynch Bid to Junk Trustee Clawback Suit Denied
POSTROCK ENERGY: Court Throws W. Damon Bid to Dismiss Trustee Suit
POSTROCK ENERGY: D. Ligon Bid to Toss Trustee Clawback Suit Nixed
QUALITY CONSTRUCTION: Unsecureds to Get $1MM Over 5 Years
RESOLUTE ENERGY: State Street Has 4.5% Stake as of Dec. 31
RESOLUTE ENERGY: Supplements Disclosures to Proxy Statement
RICHARD D. VAN LUNEN: Hearing on Joint Ch. 11 Plan Set for March 19
ROCKIN ARTWORK: Court Grants Ch. 11 Trustee Appointment
SALSGIVER INC: DQE Objects to Disclosure Statement
SALSGIVER TELECOM: CenturyLink Responds to Disclosure Statement
SALSGIVER TELECOM: Consolidated Objects to Disclosure Statement
SAM KANE: Seeks to Hire Okin Adams as Legal Counsel
SCOTTSBURG HOSPITALITY: March 21 Disclosure Statement Hearing
SHOE SHIELDS: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
SORENSON COMMUNICATIONS: S&P Revises CreditWatch Implications
SOVRANO LLC: Seeks to Hire CR3 Partners, Appoint CRO
SOVRANO LLC: Seeks to Hire Kelly Hart as Legal Counsel
SQLC Senior Living: Taps Epiq as Claims Agent
ST. JOSEPH ENERGY: S&P Cuts Debt Rating to BB- on Lower Cash Sweep
SUMAR INTERNATIONAL: Allowed to Use Cash Collateral Until Feb. 28
SUPPLY PRO: Melt Blown Buying All Property for $1 Million
SUPPLY PRO: U.S. Trustee Unable to Appoint Committee
SYNOVUS FINANCIAL: Fitch Rates $300MM Subordinated Notes BB+
TEBERIO PROPERTIES: Full Payment for Unsecured Creditors Under Plan
TIARA PARKDALE: Seeks Authorization on Cash Collateral Use
TOISA LIMITED: Deadline to File Claim Set for February 22
TOISA LIMITED: Plan Confirmation Hearing Set for March 14
TOWN STAR: Seeks to Hire Shumaker Loop as Legal Counsel
TRANS WORLD SERVICES: New Plan Modifies Treatment of JPMorgan Claim
TWIFORD ENTERPRISES: Needs Access to Cash Until End of March 2019
TYSON ENTERPRISES: Seeks Authority to Use Heritage Cash Collateral
UNDER ARMOUR: S&P Alters Outlook to Stable, Affirms 'BB' ICR
VERSA MARKETING: May Continue Using Cash Collateral Until April 30
W.L. GOODFELLOWS: Seeks to Hire Baraztz & Associates as Accountant
WASTE SERVICES: Case Summary & 20 Largest Unsecured Creditors
WAYNE BAILEY: Court Allows Objection to Millstream's PACA Claim
WHITETAIL AUTO: U.S. Trustee Unable to Appoint Committee
WILKINSON FLOOR: March 6 Approval Hearing on Plan Outline
WOODBRIDGE GROUP: Selling Two Carbondale Parcels for $100K
[*] John Loehr Joins AlixPartners as Managing Director
[^] BOOK REVIEW: GROUNDED: Destruction of Eastern Airlines
*********
10 HOMESTEAD: To Liquidate Assets to Pay Unsecureds in Full
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10 Homestead Avenue, LLC, filed a plan of reorganization and
accompanying disclosure statement.
Class One Claim. The sole claim in this Class is the secured claim
of The City of Quincy who is the holder of the Property Tax Lien on
the real estate. The Debtor owes the City of Quincy $8,158.55. The
Debtor shall pay the claim of the City of Quincy 100% in full with
the proceeds from the sale of the first unit. This Class is
impaired.
Class Two Claims. These claims consist of all allowed general
unsecured claims without priority except Endeavor Capital Bank who
is potentially a secured creditor and holds a mortgage securing the
Property. The claims in this Class currently total $2,450.98. The
Debtor will pay the unsecured creditors 100% from the sale of the
fourth (4th) unit. This Class is impaired.
Class Three Claim. The sole claim in this Class is the unsecured
claim of Atlantic. Atlantic's mortgage secures a non-debtor
obligation. Its claim is fully secured by non-debtor assets. The
Debtor will not be paying the claim of Atlantic under this Plan.
This Class is impaired.
Class Four Claim. This claim consists of the claim of Quincy Water
and Sewer which is a priority claim in the amount of $1,604.42, to
be paid in full from the proceeds from the sale of the first unit.
Quincy Water and Sewer's allowed claim shall be paid in full from
the proceeds of the sale of the first unit. This class is
impaired.
Class Five Claim. Class Five consists of the secured claim of
Northeast Bank. Northeast Bank filed Proof of Claim 1. The
Northeast Claim consists of there (3) separate balances, the
Northeast Refinanced Balance, the Guaranty balance, and Legal fees
and costs. Northeast Bank shall be paid in four phases. The Debtor
shall pay all of the Northeast Refinance Balance less the
prepayment premium; and the Legal fee balance to the extent they
are allowed, from the sale of the first three (3) units less the
Property taxes and Water and Sewer, broker's fees, attorney fees,
trustee fees associated with sale, and other closing costs
associated with the sale of each unit.
The Debtor is paying all of its unsecured Creditors in full. The
Debtor will be liquidating all of its assets. The dividends to
creditors in this case will be paid from the proceeds from the sale
of the four (4) units and the parking space.
A full-text copy of the Disclosure Statement dated February 4,
2019, is at https://tinyurl.com/y4h23k4f from
PacerMonitor.com at no charge.
About 10 Homestead Avenue
10 Homestead Avenue's principal assets are located at 10 Homestead
Avenue Quincy, MA 02169. Landing at Braintree's principal assets
are located at Units 125-139B, Commercial Street Braintree, MA
02184.
10 Homestead Avenue, LLC, and its affiliate Landing at Braintree,
LLC, filed voluntary petitions seeking relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr.
D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the
petitions signed by William T. Barry, manager, the Debtors
estimated $1 million to $10 million in assets and liabilities.
Judge Frank J. Bailey oversees Case No. 18-14158 while the Hon.
Christopher J. Panos presides over Case No. 18-14159.
The Ann Brennan Law Offices serves as the Debtors' counsel. The
Law Office of Lipman & White, is the special counsel.
166 HILLSIDE: U.S. Trustee Unable to Appoint Committee
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No official committee of unsecured creditors has been appointed in
the Chapter 11 case of 166 Hillside LLC as of Feb. 12, according to
a court docket.
About 166 Hillside LLC
166 Hillside LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10706) on Dec. 13,
2018. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million. The case has been assigned to Judge Caryl E. Delano. Dal
Lago Law is the Debtor's counsel.
7202 LLC: Seeks to Hire Samuel Grunfeld as Accountant
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7202, LLC, seeks authority from the U.S. Bankruptcy Court for the
Eastern District of New York to hire an accountant.
The Debtor proposes to employ Samuel Grunfeld, a certified public
accountant, to prepare its monthly operating reports and provide
other accounting services necessary to administer its bankruptcy
estate. The accountant received an initial retainer fee of $1,500
and will charge an hourly fee of $250.
Mr. Grunfeld assures the court that he is a "disinterested person"
as the term is defined in section 101(14) of the Bankruptcy Code.
Mr. Grunfeld maintains an office at:
Samuel Grunfeld
Certified Public Accountant
1164 58th Street
Brooklyn, NY 11219
Phone: (718) 682-0206
Fax: (718) 682-0207
About 7202 LLC
7202, LLC is a privately held lessor of real estate headquartered
in Brooklyn, New York.
7202, LLC filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 18-46619) on November 14, 2018. In the petition signed by
Moshe Feller, principal, the Debtor estimated $1 million to $10
million in both assets and liabilities.
The case has been assigned to Judge Elizabeth S. Stong. Steven
Amshen, Esq. at Petroff Amshen, LLP, represents the Debtor as
counsel.
9 GREEN NOTE: Seeks to Hire Klinger & Klinger as Accountant
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9 Green Note Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Klinger & Klinger, LLP as
its accountant nunc pro tunc to Jan. 21, 2019.
The firm will prepare the Debtor's financial statements and other
reports; assist in the preparation of tax returns; advise the
Debtor concerning its historical and ongoing business affairs and
operations; and provide other accounting services necessary to
administer its bankruptcy estate.
The firm's hourly rates are:
Principals $375
Sr. Staff Accountants $225
Paraprofessionals $125
Klinger received a pre-bankruptcy retainer in the amount of $5,000
from George Powell, principal of the Debtor.
Lee Klinger, a certified public accountant and member of Klinger,
disclosed in a court filing that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lee Klinger
Klinger & Klinger LLP
633 3rd Avenue, Suite 7B
New York, NY 10017
Phone: (212) 661-6200
Fax: (646) 370-6150
Email: lklinger@kkcpa.net
Email: lklinger@kkcpa.net
About 9 Green Note Inc.
9 Green Note Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 19-40356) on Jan. 21,
2019. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. The case
has been assigned to Judge Elizabeth S. Stong. Rattet PLLC is the
Debtor's counsel.
90 WEST STREET: Removes Grosvenor Break-Up Reimbursement Provisions
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90 West Street LLC proposes an amended Chapter 11 plan of
reorganization.
Based upon an initial confirmation hearing held on December 20,
2018, the Debtor has amended the Plan to remove any provisions
relating to the reimbursement of the Grosvenor Break-Up Fee or
Operating Contributions for the facility from scope of this Plan.
All matters relating to the Grosvenor Nursing Home will be
addressed independently of this bankruptcy case. Additionally, the
Debtor has retained new counsel to avoid any potential or existing
conflict relating to the Debtor and the Brach Family's interests in
this case.
The Plan implements part of the credit bid made by Oxford Finance
LLC to purchase the Debtor's real property at 90 West Street,
Wilmington, Massachusetts, made at a public auction sale held on
August 28, 2018. Prior to the Auction, the Brach family was
designated by the Bankruptcy Court as the stalking horse bidder for
the Property. As announced at the Auction, the Brach family bid
included a cash payment of $20 million to Oxford, plus assumption
of a myriad of other claims and liabilities relating to the nursing
homes. In response, Oxford made a credit bid of $30 million, plus
other financial agreements and commitments.
The Auction was conducted in coordination with KCP Advisory Group
LLC, as Receiver for the affiliated non-Debtor entity of the
Woodbriar Nursing Home.
At a hearing held before the Court on September 13, 2018, Oxford's
credit bid was approved
as the highest and best offer for the Debtor's Property.
Class 3 is comprised of the Allowed Claims of General Unsecured
Creditors, if any. Oxford shall pay all allowed General Unsecured
Claims in full on the Effective Date, although to date no such
claims have been filed or scheduled. Class 3 is not impaired.
The Plan shall be implemented and funded by Oxford. All monies
necessary to fully consummate the Plan shall be remitted by Oxford
to the Disbursing Agent by Oxford no later than three (3) business
days prior to the Effective Date, unless paid earlier. Professional
Fee Claims shall be paid by Oxford upon entry of an appropriate
order of the Bankruptcy Court approving the same.
A full-text copy of the Disclosure Statement dated February 4,
2019, is available at https://tinyurl.com/y6jfutl9 from
PacerMonitor.com at no charge.
About 90 West Street
90 West Street LLC is a privately-held company in Brooklyn, New
York, engaged in activities related to real estate. It owns the
real property occupied by its affiliate Woodbriar Health Center
LLC, which operates a nursing home facility located at 90 West
Street, Wilmington, Massachusetts.
The company, together with WHC, was organized in March 2015 to
acquire the facility for $22 million. The acquisition included
both the real property on which the facility is located and the
nursing home itself. 90 West Street is related to Keen Equities,
which sought bankruptcy protection on Nov. 12, 2013 (Bankr.
E.D.N.Y. Case No. 13-46782).
90 West Street sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 18-40515) on Jan. 30, 2018. In the
petition signed by Y.C. Rubin, chief restructuring officer, the
Debtor estimated assets and liabilities of $1 million to $10
million.
Judge Carla E. Craig presides over the case. 90 West Street tapped
Goldberg Weprin Finkel Goldstein LLP as its legal counsel.
ACHAOGEN INC: Provides Update on Corporate Progress
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Achaogen, Inc. has shared certain key preliminary unaudited results
for the fourth quarter ended Dec. 31, 2018, and provided an update
on its commercial and corporate activities.
"As our previously announced review of strategic alternatives
continues, I am pleased with the steady progress of the ZEMDRI
commercial launch and especially the commitment of the entire
company to bringing this important medicine to the infectious
disease community," said Blake Wise, Achaogen's chief executive
officer. "Our leading sales indicators continue to trend in a
positive direction, we expect near term publication of our Phase 3
trials and we remain hopeful that additional corporate initiatives,
such as the dispute resolution process underway with the FDA to
address a potential bloodstream infection indication for
plazomicin, may drive further shareholder value."
Recent Highlights and Upcoming Milestones
ZEMDRI Launch Update: Overall, we believe that positive progress is
being made with the launch of ZEMDRI.
* Product Use: The proportion of ZEMDRI outpatient sales
continues to increase and accounts for 75% of sales to date.
The Company expects to see continued progress in outpatient
treatment given the advantages of ZEMDRI's once-daily 30
minute infusion. The Company continues to establish
contracts with physician-owned infusion centers, 200 of which
have requested or are under contract for ZEMDRI.
* Formulary Approvals: The Company currently has 153 hospital
formulary approvals for ZEMDRI, including approval at six
major hospital systems. The formulary approval rate is 98%
to date. Given recent formulary approvals and the receipt of
a permanent C-code in January 2019, the Company believes that
both hospitals and hospital outpatient departments have
improved access to, and reimbursement for, ZEMDRI.
* Testing: The Thermo Scientific QMS Plazomicin Immunoassay
became commercially available in the fourth quarter of 2018,
enabling assay validation in hospital labs. Achaogen expects
this assay to also be available through reference labs in the
second quarter of 2019. New accounts also continue to adopt
ZEMDRI antibiotic susceptibility testing (AST) in their
microbiology laboratories to support appropriate patient
selection.
* BSI Dispute Resolution: In December 2018, Achaogen filed a
Formal Dispute Resolution Request with the FDA regarding the
indication for plazomicin for the treatment of bloodstream
infections (BSI), for which the FDA issued a Complete
Response Letter in June 2018. The Company believes that the
data submitted in the New Drug Application for plazomicin
provides substantial evidence of efficacy in treating BSI and
believes that plazomicin should be approved for the proposed
BSI indication. As part of this process, the Company has
received questions from, and submitted responses to, the FDA.
The Company is now awaiting a first-round response from the
FDA.
* Peer-Reviewed Publication of Phase 3 Data: A prestigious
medical journal has accepted for publication the data from
both the EPIC and CARE Phase 3 clinical studies of
plazomicin. The Company expects these publications to become
available shortly.
* European Marketing Authorization Application (MAA): The
Company filed an MAA for plazomicin with the European
Medicines Agency (EMA) in the fourth quarter of 2018. The
Company anticipates receiving the Day 120 questions by the
end of the first quarter of 2019, after which it will
continue to advance the regulatory process with the
rapporteurs and the EMA.
* C-Scape: The Company recently completed in vitro and in vivo
experiments with a revised drug product and, based on these
results, is starting a Phase 1 clinical pharmacology study
with the revised drug product in 2019. The Company believes
that these data may also potentially support extended
intellectual property protection of C-Scape beyond the eight
years of regulatory exclusivity granted by Qualified
Infectious Disease Product (QIDP) status.
Strategic Review
Strategic Review Continues: In November 2018, the Company announced
the beginning of a review of strategic alternatives to maximize
stockholder value, including but not limited to the potential sale
or merger of the Company or its assets. The strategic review
continues alongside the Company's continued focus on the
commercialization of ZEMDRI and other corporate initiatives.
Key Preliminary Fourth Quarter 2018 Financial Results (Unaudited)
Cash Position: Achaogen expects to report that it had approximately
$31.0 million in unrestricted cash and cash equivalents as of Dec.
31, 2018. In addition, it expects to report $25.5 million of
restricted cash, representing total expected cash and cash
equivalents of $56.5 million as of Dec. 31, 2018.
Net Product Sales: Achaogen expects to report net product sales of
ZEMDRI of approximately $450,000 to $500,000 for the three months
ended Dec. 31, 2018. This estimate does not include contract
revenues, which will be included in total revenues.
The Company has not completed the preparation of its financial
statements for the quarter ended Dec. 31, 2018, and additional
details with respect to fourth quarter 2018 results of operations
are not yet available. The Company plans to release financial
results for the fourth quarter and full year 2018 through a press
release in March 2019.
While reviewing potential strategic alternatives, the Company is
focused on making progress on its key priorities: ZEMDRI
commercialization, EMA approval for plazomicin and C-Scape
development.
About Achaogen, Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company
committed to the discovery, development, and commercialization of
novel antibacterials to treat multi-drug resistant gram-negative
infections. Achaogen's first commercial product is ZEMDRI, for the
treatment of adults with complicated urinary tract infections,
including pyelonephritis. The Achaogen ZEMDRI program was funded
in part with federal funds from the Biomedical Advanced Research
and Development Authority (BARDA). The Company is currently
developing C-Scape, an orally-administered
beta-lactam/beta-lactamase inhibitor combination, which is also
supported by BARDA. C-Scape is investigational, has not been
determined to be safe or efficacious, and has not been approved for
commercialization.
Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016, and a net loss of $27.09 million in
2015. As of Sept. 30, 2018, Achaogen had $97.30 million in total
assets, $62.51 million in total liabilities, $10 million in
contingently redeemable common stock, and $24.78 million in total
stockholders' equity.
As of Sept. 30, 2018, the Company had working capital of $41.0
million and unrestricted cash, cash equivalents and short-term
investments of $58.2 million. On Nov. 5, 2018, the Company
announced that it has begun a review of strategic alternatives to
maximize shareholder value, including but not limited to the
potential sale or merger of the Company or its assets. The Company
may be unable to identify or execute such strategic alternatives
for it, and even if executed such strategic alternatives may not
enhance stockholder value or its financial position. The Company
also announced on Nov. 5, 2018 a restructuring of its organization
to preserve cash resources which is expected to reduce total
operating expenses by approximately 35-40 percent, excluding
one-time charges. The restructuring is expected to be largely
completed before the end of 2018. The restructuring is designed to
focus the Company's cash resources on the continued successful
launch of ZEMDRI and advancing C-Scape. These estimates are subject
to a number of assumptions, and actual results may differ. The
Company may also incur additional costs not currently contemplated
due to events that may occur as a result of, or that are associated
with, the restructuring.
"Based on our available cash resources, which exclude restricted
cash and $25.0 million which will be collateralized in connection
with the SVB Loan Agreement if our cash balance falls below a
certain threshold, we believe we have sufficient funds to support
current planned operations through the middle of the first quarter
of 2019. This condition results in the assessment that there is
substantial doubt about our ability to continue as a going
concern," the Company said in its Quarterly Report for the period
ended Sept. 30, 2018.
ACI CONCRETE: May Use Equity Bank Cash Collateral Until March 15
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The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the
District of Kansas has signed an agreed order (a) authorizing ACI
Concrete Placement of Kansas, LLC, and its debtor-affiliates for
conditional use of cash collateral through March 15, 2019; and (b)
memorializing relief from stay granted effective October 16, 2018.
According to the Agreed Order, all other terms and conditions of
the prior Cash Collateral Orders will remain in effect, except as
modified by the Order. In addition, it also incorporates the
provisions of the Order Granting, In Part, Equity Bank's Motion to
Prohibit or Condition Use of Cash Collateral. By their express
terms, these prior orders granted Debtors use of cash collateral
through Jan. 31, 2019, and that Equity Bank would have relief from
the automatic stay effective October 16, 2018. Equity Bank has been
granted relief from the automatic stay effective October 16, 2018
to proceed with all available legal remedies to enforce its
security interest in the Debtors' assets.
Pursuant to the Agreed Order, Equity Bank agrees to extend the use
of cash collateral through March 15, 2019. The Debtors will
cooperate with Equity Bank to allow it to market, sell and close a
sale of virtually all of the Debtors' tangible assets by March 15.
Equity Bank will be paid the net proceeds of sale at closing date
to the extent of their allowed or allowable secured claim, net of
all principal payments to date.
The following elements constitute material provisions of the Agreed
Order:
(1) Time will be of the essence of the terms of the Agreed
Order.
(2) Upon a Sale Agreement being entered into by the Debtors
with any third party, all tangible assets, rolling stock and
equipment not included in any such Sale Agreement will be
marshaled, stored, winterized and safeguarded at the Debtors'
Spring Hill, Kansas location. During the windup of business
activity, the Debtors' employees will transport and deliver any
equipment not being utilized to finish or complete pending jobs to
the Spring Hill, Kansas location of the Debtors.
(3) All business records of the Debtors, including, but not
limited to the account ledgers, accounts receivable records,
billing records, trial balances, balance sheets, and bank account
records will be "mirrored" copies or reproduced by the Debtors'
employees for the benefit of Equity Bank and will be produced 30
days prior to cloding and updated no later than 1 day prior to
closing.
(4) The Debtors will continue to make $50,000 monthly adequate
protection payments for the months of December 2018 through March
2019.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/ksb17-21770-364.pdf
About ACI Concrete Placement
Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement. In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms. It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc. ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.
ACI-Kansas is wholly owned by debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by: Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company. KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company. OKK is wholly owned by the Debtor KOK
Holdings, LLC.
ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states. OKK serves as the
common equipment ownership company for all ACI companies. KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies.
ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case Nos. 17-21770 to 17-21774) on
Sept. 14, 2017. Matthew Kaminsky, their chief operating officer,
signed the petitions. The cases are jointly administered.
At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.
Judge Dale L. Somers oversees the cases.
Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the
Debtors' bankruptcy counsel. The Debtors hired Duncan Financial
Group, LLC as financial consultant; Altus Global Trade Solutions as
collection agent; and GlassRatner Advisory & Capital Group, LLC and
Tarsus CFO Services, LLC, as consultants.
On Nov. 1, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
AECOM: S&P Affirms 'BB' ICR, Alters Outlook to Stable
-----------------------------------------------------
S&P Global Ratings on Feb. 12 affirmed its 'BB' issuer credit
ratings on Los Angeles-based engineering and construction (E&C)
company AECOM.
At the same time, S&P affirmed its 'BBB-' issue-level ratings on
AECOM's senior secured term loans, its 'BB-' issue-level ratings on
the company's senior unsecured debt, and its 'B+' issue-level
rating on the company's unsecured notes issued by URS Corp. It has
also revised its ratings outlook to stable from positive, partly
reflecting the company's ongoing cost-cutting, which should enable
AECOM to maintain debt to EBITDA at around 4x and free operating
cash flow (FOCF) in the mid-teens percent area.
AECOM should continue to benefit from good end market demand, and
revenues over the next few years should benefit from the company's
record backlog of $59.5 billion (as of Dec. 31, 2018), according to
S&P.
"Although we anticipate continued debt reduction, we assume an
increasing proportion of FOCF will be returned to shareholders
under the company's $1 billion share repurchase authorization," S&P
said. "AECOM's credit measures have improved since its
transformative acquisition of URS Corp. in 2014, due to debt
repayment and EBITDA growth since then." S&P believes that the
company will continue to generate consistent free cash flow every
year, which S&P views favorably given the broader risks in its
industry.
"The stable outlook reflects our view that AECOM's near-term
operating prospects are good, buoyed by the company's large
backlog. We expect that these factors will allow the company to
continue to reduce its leverage to the 4x area in fiscal 2019," S&P
said.
"We could raise our rating on AECOM during the next 12 months if,
as a result of its good operating performance and debt reduction,
we expect that its adjusted leverage will remain less than 4x and
its FOCF-to-debt ratio will exceed 10% on a sustained basis," S&P
said.
According to S&P, it could lower its rating on AECOM during the
next 12 months if the company's operating performance weakens and
debt to EBITDA exceeds 5x on a sustained basis, or if its
FOCF-to-debt ratio falls to less than 5%. S&P could also lower its
rating if, for example, the company experiences large cost overruns
on several of its major contracts.
AGILE THERAPEUTICS: Perceptive Advisors Is No Longer a Shareholder
------------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Perceptive Advisors LLC, Joseph Edelman, and Perceptive
Life Sciences Master Fund, Ltd. disclosed that as of Dec. 31, 2018,
they have ceased to beneficially own shares of common stock of
Agile Therapeutics, Inc. Perceptive Advisors, et al., previously
reported beneficial ownership of 3,530,000 shares of common stock
as of Agile as of March 21, 2018. A full-text copy of the
regulatory filing is available for free at:
https://is.gd/u87QXn
About Agile Therapeutics
Agile Therapeutics, headquartered in Princeton, New Jersey --
http://www.agiletherapeutics.com/-- is a forward-thinking women's
healthcare company dedicated to fulfilling the unmet health needs
of today's women. The Company's product candidates are designed to
provide women with contraceptive options that offer freedom from
taking a daily pill, without committing to a longer-acting method.
Its lead product candidate, Twirla, (ethinyl estradiol and
levonorgestrel transdermal system), also known as AG200-15, is a
once-weekly prescription contraceptive patch that has completed
Phase 3 trials. Twirla is based on Agile's proprietary transdermal
patch technology, called Skinfusion, which is designed to provide
advantages over currently available patches and is intended to
optimize patch adhesion and patient wearability.
The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2010, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations, has experienced delays in the
approval of its product candidate and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
Agile reported a net loss of $28.30 million in 2017, a net loss of
$28.74 million in 2016 and a net loss of $30.33 million in 2015.
As of Sept. 30, 2018, Agile Therapeutics had $31.59 million in
total assets, $8.41 million in total current liabilities and $23.18
million in total stockholders' equity.
AKCAFE OF NEW YORK: Taps Christo Vardakis as Tax Preparer
---------------------------------------------------------
Akcafe of New York, LLC, received approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Christo
Vardakis & Associates, LLC.
The firm will review any tax claim filed in the Debtor's Chapter 11
case; advise the Debtor regarding any accounting or tax-related
aspect of its bankruptcy plan or sale of its assets; and provide
other accounting and financial advisory services related to the
case.
Christo Vardakis will charge these hourly fees:
Member $275
Supervisor $175
Staff $75
The firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
Christo Vardakis can be reached through:
Christo Vardakis
Christo Vardakis & Associates, LLC
140 Route 17 North
Hackensack, NJ 07601
Phone: 201-489-1040
Email: cvassociates1@gmail.com
About Akcafe of New York
Akcafe of New York LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-13052) on Oct. 5,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $1 million. The
Debtor tapped Pick & Zabicki LLP as its legal counsel.
ALESSI FAMILY: Court OK's Plan Outline; Feb. 27 Hearing Set
-----------------------------------------------------------
Bankruptcy Judge John K. Olson approved The Alessi Family Limited
Partnership's second amended disclosure statement in support of its
chapter 11 plan.
The court has set a hearing on Feb. 27, 2019 at 10:30 a.m. to
consider confirmation of the plan.
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.
ALI BABA'S TERRACE: Taps Christo Vardakis as Tax Preparer
---------------------------------------------------------
Ali Baba's Terrace, Inc., received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Christo Vardakis & Associates, LLC.
The firm will review any tax claim filed in the Debtor's Chapter 11
case; advise the Debtor regarding any accounting or tax-related
aspect of its bankruptcy plan or sale of its assets; and provide
other accounting and financial advisory services related to the
case.
Christo Vardakis will charge these hourly fees:
Member $275
Supervisor $175
Staff $75
The firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
Christo Vardakis can be reached through:
Christo Vardakis
Christo Vardakis & Associates, LLC
140 Route 17 North
Hackensack, NJ 07601
Phone: 201-489-1040
Email: cvassociates1@gmail.com
About Ali Baba's Terrace
Ali Baba's Terrace Inc. operates a restaurant providing Turkish
cuisine located at 862 Second Avenue, New York.
Ali Baba's Terrace Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-13050) on Oct. 5,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. The
Debtor tapped Pick & Zabicki LLP as its legal counsel.
ALLIANCE SECURITY: Security Systems Buying All Assets for $1.3M
---------------------------------------------------------------
Alliance Security, Inc., asks the U.S. Bankruptcy Court for the
District of Rhode Island to authorize the sale of substantially all
assets to Security Systems, Inc. for an amount between $500,000 and
$1 million, plus the acquisition of the Seller's accounts payable
up to $300,000, subject to higher or better offers.
The Debtor's assets primarily include, inter alia, cash, alarm
equipment inventory, alarm monitoring accounts, general
intangibles, executory contracts, licenses and permits, vehicles,
and office equipment, including hardware and software. Its
business is based primarily on the sale of the alarm monitoring
accounts, and not the revenue derived from the monthly monitoring
fees. However, the Debtor typically tries to retain alarm
monitoring accounts for at least several months so that the account
is less likely to be cancelled after its sale by the Debtor.
Prior to the Debtor's bankruptcy filing, the Debtor and Monitronics
International, Inc. were parties to an Alarm Monitoring Purchase
Agreement ("AMPA"), which, inter alia, provides a mechanism by
which Monitronics could purchase any alarm monitoring agreement
that the Debtor entered into with a security system customer and
desires to sell. However, the terms of the AMPA became overly
burdensome on the Debtor, and the AMA sale terms under the AMPA
were insufficient to allow the Debtor to continue its operations
and its relationship with Monitronics. Ultimately, the Debtor
recognized that it could not effectively operate and attempt to
preserve its assets without relief from the AMPA. Accordingly, on
July 14, 2017, the Debtor filed the instant chapter 11 proceedings.
Following its bankruptcy filing, the Debtor rejected the AMPA and
subsequently entered into the Dealer Agreement with Safe Home
Security, Inc. ("SHS"). Prior to selling any accounts to SHS, the
alarm monitoring services are now provided by SHS or Rapid Response
Monitoring, Inc. Since the end of 2018, the Debtor has sought to
transition its sales from a telemarketing business to a
door-to-door sales business model. Currently, the Debtor estimates
that 75% of its sales are form door-to-door sales, and only 25% are
from telemarketing sales.
In April 2014, the Debtor and Mr. Gotra entered into a Consent
Order with the Federal Trade Commission ("FTC") in the U.S.
District Court for the District of Massachusetts that, inter alia,
prohibits the Debtor, Gotra and their Representatives from
initiating (i) an unsolicited telemarketing call to a consumer at a
telephone number on the National Do-Not-Call-Registry ("NDNCR") or
on the Debtor's Internal Do-Not-Call-Registry ("IDNCR"); or (ii) an
unsolicited telemarketing call that delivers a pre-recorded message
(unless certain exceptions apply).
On June 30, 2017, two weeks before the Debtor filed bankruptcy, the
FTC sent the Debtor's prior counsel a draft Complaint and proposed
Order to attempt to resolve a settlement prior to initiating
litigation. Then, the FTC spent an additional eight months
attempting to negotiate a settlement before filing the lawsuit.
Subsequently, on March 23, 2018, the FTC filed a lawsuit against
the Debtor and Mr. Gotra in the District Court asking injunctive
relief and civil penalties for alleged violations of laws and
regulations the FTC enforces, including the Telemarketing Sales
Rule and Fair Credit Reporting Act. In addition, the FTC also
filed a Motion for a Preliminary Injunction asking, inter alia, an
immediate ban on telemarketing activity by the Debtor.
On Sept. 19, 2018, the FTC filed its Motion to Dismiss or Convert
Chapter 11 Case. On Oct. 18, 2018, the U.S. Trustee filed its
Motion to Convert Chapter 11 Case to Chapter 7. Both the Motions
allege that, inter alia, the Debtor has suffered a substantial or
continuing loss to or diminution of the estate and the absence of a
reasonable likelihood of rehabilitation.
However, the Debtor subsequently determined that a sale of
substantially all of its assets and business operations, rather
than continuing its business operations with the uncertainty of the
FTC litigation and other litigation pending against the Debtor,
would be in the best interest of the Debtor's bankruptcy estate,
and realize the best value for its assets.
The Debtor began negotiations with several interested parties to
obtain a stalking horse for the Debtor's Assets in its attempt to
formulate a plan to pay its creditors. As a result of these
efforts, the Debtor has negotiated and entered into a Letter Of
Intent ("LOI") with an entity affiliated with the Buyer. The LOI
will be supplemented by a formal Purchase and Sale Agreement
shortly.
The Buyer proposes to acquire substantially all of the Assets of
the Debtor in the amount between $500,000 and $1 million, plus the
acquisition of the Seller's accounts payable up to $300,000. The
final Purchase Price will be determined based on the average amount
of alarm accounts installed per week by Seller in the ninety day
(90) following the execution of the LOI, as set forth: (i) 230
installs per week - $500,000; (ii) 270 installs per week -
$750,000; and (iii) 311 installs per week - $1 million.
The sale of the Debtor's Assets to the Buyer is subject to higher
or better offers, and the approval of the Court, after notice to
all interested parties and hearing as determined by the Court,
authorizing and ordering the sale of the Assets free and clear of
all liens, security interests, claims, encumbrances and interest,
including any claims related to the FTC Lawsuit.
The Buyer's offer includes a deposit in the amount of $50,000,
$25,000 of which will be nonrefundable in the event the Buyer does
not close on the sale of the Assets, unless the Assets are sold to
another buyer for an amount in excess of $750,000. Under the LOI,
the Buyer has 90 days from the execution of the LOI to complete its
review of the Seller's assets, including the Seller's leases and
executory contracts, in order to determine what assets may be
Excluded Assets. The closing would take place on or before the
later of the expiration of 22 days following: (i) the date of the
entry of the Court Order approving sale; or (ii) the Due Diligence
Period.
The Buyer will pay its own legal and professional fees and other
costs and expenses. It will also pay an amount up to $10,000 for
the retention and employment of an accountant, financial advisor,
or such other professional either appointed by the Court or
employed by the Committee to determine the value of the Assets sold
by the Debtor. The Debtor will terminate its business operations
upon the closing of the sale of its Assets.
The Debtor proposes these sale procedures in order to provide
notice to all interested parties and maximize potential offers for
the Debtor’s Assets:
a. The Court set a hearing on the approval of the sale of the
Debtor's Assets in approximately 60 day. The Debtor proposes a
Hearing Date in approximately 60 days in order to provide
sufficient time for the Debtor to provide notice of the proposed
sale to all interested parties, included entities that may have an
interest in purchasing the Debtor's assets.
b. The Court establish a deadline of 4:00 p.m. (ET) two days
prior to the Hearing Date for parties to submit competing offers
for the Assets. In the event there are competing offers for the
Assets, the Debtor will hold an auction for the Assets at the Sale
Hearing.
c. Pursuant to Local Rule 6004-1(c), the Debtor will advertise
the proposed sale, deadline to submit higher or better offers, and
Hearing Date in the Providence Journal and a trade journal agreed
to by the Debtor and the Committee.
d. In addition to providing notice of the sale to in
accordance with Fed. R. Bankr. P. 2002(a)(2) and 6004(c), the
Debtor will also provide notice of the sale to all notice parties.
e. On Feb. 28, 2019, the Debtor will file with the Court and
serve on each party to an contract to be assumed by the Debtor and
assigned to the Buyer a notice notifying each party that such
party’s lease or contract will be assumed and assigned to the
Buyer, and will state the cure amount the Debtor believes is
necessary to assume such Assigned Contract.
f. The Debtor asks that objections, if any, to the proposed
assumption and assignment of Cure Amounts must be filed by 4:00
p.m. (ET) at least two days prior to the Sale Hearing.
The Debtor asks that the Assets be transferred to the Buyer or the
free and clear of all liens, claims, and encumbrances (other than
liens resulting from assumed liabilities and permitted
encumbrances), with such liens, claims and encumbrances, if any, to
attach to the net proceeds of the Sale.
By the Motion, the Debtor asks entry of an order authorizing and
approving the Sale to the Buyer and the assignment and assumption
the Assigned Contracts, and the Debtor's consummation of the
transactions contemplated in the LOI.
A copy of the LOI attached to the Motion is available for free at:
http://bankrupt.com/misc/Alliance_Security_775_Sales.pdf
The Purchaser:
SECURITY SYSTEMS, INC.
1125 Middle Street, Suite #201
Middletown, CT 06457
About Alliance Security
Based in Warwick, Rhode Island, Alliance Security, Inc. --
http://www.alliancesecurity.com/-- is a security system supplier.
Alliance Security filed for Chapter 11 bankruptcy protection
(Bankr. D.R.I. Case No. 17-11190) on July 14, 2017, estimating its
assets and liabilities at between $1 million and $10 million. The
petition was signed by Jasjit Gotra, its president and CEO.
Judge Diane Finkle oversees the case.
The Debtor tapped Venable, LLP as its special counsel, and DiSanto,
Priest & Co. as its accountant.
The U.S. Trustee for the District of Rhode Island appointed an
official committee of unsecured creditors on July 27, 2017. The
Committee hired Robinson & Cole LLP as its counsel.
ARPENI PRATAMA OCEAN: Files Ch. 11 Prepackaged Reorganization Plan
------------------------------------------------------------------
Arpeni Pratama Ocean Line Investment B.V. filed a disclosure
statement explaining its prepackaged plan of reorganization.
The Debtor and Plan Sponsor PT Arpeni Pratama Ocean Line Tbk. began
discussions during the summer of 2018 with their respective
creditors on a plan to return the highest value possible to all
creditors, including the holders of the Senior Secured Notes by
significantly delevering the Plan Sponsor through one or more
transactions to convert a substantial portion of Debtor's and the
Plan Sponsor’s indebtedness to equity of the Plan Sponsor.
Specifically with respect to the Senior Secured Notes, in the
months leading to the formulation of the Plan and this Solicitation
and Disclosure Statement, the Debtor and the Plan Sponsor engaged
in extensive discussions with holders of approximately US$80.6
million of the Senior Secured Notes (approximately 84% of the
outstanding principal amount of Senior Secured Notes). Those
discussions have led to a Restructuring and Plan Support Agreement
(the "Senior Secured Notes Restructuring Support Agreement") by and
among the Debtor, the Plan Sponsor and the Senior Secured Notes
Creditors who are parties to the Senior Secured Notes Restructuring
Support Agreement (the "Supporting Senior Secured Notes
Creditors"), to support the transactions set forth in both the Plan
and the Plan Sponsor's Amended Composition Plan, which has
considerable support from the holders of the outstanding Senior
Secured Notes and is in the process of being executed.
After giving effect to the transactions detailed in the Plan and
Amended Composition Agreement, the Debtor believes that the Plan
Sponsor will be better positioned vis-a-vis its competitors and
better prepared to weather the continuing uncertainty in the
shipping industry so as to provide the highest possible recovery to
all creditors, including holders of the Senior Secured Notes:
* Approximately 71% of the Plan Sponsor's outstanding debt
obligations will be restructured either through the Plan or the
Amended Composition Plan, which percentage includes the $113.9
million of Senior Secured Notes;
* Holders of Senior Secured Notes will receive their pro rata
share of common shares of the Plan Sponsor pursuant to the Plan
with the total number of new shares to be issued on account of the
Senior Secured Notes Claims equal to 32,843 shares per $1,000 of
Senior Secured Notes Claims pursuant to the Plan (the "New Shares")
and of the series I warrants to purchase shares in the Plan Sponsor
at a strike price of IDR 150 per share (the "New Warrant") in
exchange for the Senior Secured Notes;
* Holders of Senior Secured Notes (as of the Record Date) who
timely vote in favor of the Plan (and who will also be deemed
thereby to provide their consent to the Amended Composition Plan)
will also receive the Plan Sponsor Cash Payment;
* Administrative and Priority Claims will be paid in full as
part of the Plan either by the Debtor or by the Plan Sponsor
through the Plan Sponsor Contribution Amount;
* All other claims against the Debtor will be Unimpaired under
the Plan; and
* All Interests in the Debtor will be reinstated.
Holders of Allowed Unsecured Claims will receive Cash in an amount
equal to such Allowed General Unsecured Claims on the later of the
Effective Date or in the ordinary course of business of the Debtor
in accordance with the terms of the particular transaction giving
rise to such Allowed General Unsecured Claim.
All Cash consideration necessary for the Debtor to make payments or
distributions pursuant to this Plan will be obtained from Cash of
the Debtor or, in the case of the Plan Sponsor, from the Plan
Sponsor Contribution Amount. Further, the Debtor and the Plan
Sponsor will be entitled to transfer funds between and among
themselves as they determine to be necessary or appropriate to
enable the Debtor to satisfy its obligations under the Plan. Except
as set forth herein, any changes in intercompany account balances
resulting from such transfers will be accounted for and settled in
accordance with the Debtor's historical intercompany account
settlement practices and will not violate the terms of the Plan.
A copy of the Disclosure Statement is available at
https://is.gd/DdNdLU from Pacermonitor.com at no charge.
About Arpeni Pratama Ocean Line Investment B.V.
Arpeni Pratama Ocean Line Investment B.V. is a wholly-owned
subsidiary of PT Arpeni Pratama Ocean Line Tbk, which owns and
operates a fleet of Indonesian flagged dry bulk vessels.
Arpeni Pratama Ocean Line Investment sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No.
19-10302) on February 1, 2019. At the time of the filing, the
Debtor had estimated assets of less than $50,000 and liabilities of
$100,000,001 to $500 million.
The case has been assigned to Judge Stuart M. Bernstein. The
Debtor tapped Paul Hastings LLP as its bankruptcy counsel.
ARSENAL ENERGY: Court Confirms Pre-Pack Reorganization Plan
-----------------------------------------------------------
The Bankruptcy Court has approved the disclosure statement and
confirmed the prepackaged plan of reorganization of Arsenal Energy
Holdings LLC.
As of the Voting Deadline, 93.3% in number and 95.9% in dollar
amount of the holders of Claims in Class 3 that timely voted, voted
to accept the Plan, and 100% in number and 100% in dollar amount of
the holders of Equity Interests in Class 6 that timely voted, voted
to accept the Plan.
Class 4 - General Unsecured Claims are unimpaired with
approximately 100% recovery. At the option of the Debtor or the
Reorganized Debtor, as applicable, (i) the Plan may leave unaltered
the legal, equitable, and contractual rights of a Holder of an
Allowed General Unsecured Claim, (ii) the Debtor or the Reorganized
Debtor, as applicable, may pay such Allowed General Unsecured Claim
in full in Cash on the Effective Date or as soon thereafter as is
practicable, (iii) the Debtor or the Reorganized Debtor, as
applicable, may pay such Allowed General Unsecured Claim in a
manner agreed to by the Holder of such Claim, or (iv) the Plan may
reinstate the legal, equitable, and contractual rights of the
Holder of an Allowed General Unsecured Claim in accordance with
section 1124(2) of the Bankruptcy Code.
Class 3 - Subordinated Note Claims are impaired with estimated
amount of allowed claims or interests of $861 million. Allowed
Subordinated Note Claim, on the Effective Date, except to the
extent a Holder of an Allowed Subordinated Note Claim agrees to
less favorable treatment with either (x) the Debtor or (y) the
Reorganized Debtor, as applicable, each Allowed Subordinated Note
Claim will receive its Pro Rata share of the New Class A Common
Units.
Class 6 - Existing AEH Common Equity Interests are impaired. Each
Existing AEH Common Equity Interest, on the Effective Date, the
Holders of Existing AEH Common Equity Interests shall receive their
Pro Rata share of 100% of the New AEH Class B Common Units in
accordance with the schedule attached to the New AEH Operating
Agreement, unless any such Holders elect less favorable treatment;
provided that, in accordance with the right to elect less favorable
treatment, ARH and FR Mountaineer, as Holders of Existing AEH
Common Equity Interest, have elected to receive their Pro Rata
share of 100% of the New AEH Class C Common Units, in accordance
with the schedule attached to the New AEH Operating Agreement.
Class 7 - Existing AEH Other Equity Interests are impaired. On the
Effective Date, all Existing AEH Other Equity Interests will be
cancelled, and Holders of Existing AEH Other Equity Interests will
receive no recovery under the Plan.
A full-text copy of the Disclosure Statement dated February 4,
2019, is available at https://tinyurl.com/y2sns5ml from
PacerMonitor.com at no charge.
A full-text copy of the Confirmation Order is available at
https://tinyurl.com/y2awggj2 from PacerMonitor.com at no charge.
About Arsenal Resources
Arsenal Resources -- http://www.arsenalresources.com/-- is an
independent exploration and production company headquartered in
Pittsburgh, Pennsylvania that is engaged in the acquisition,
exploration, development and production of natural gas in the
Appalachian Basin. Through the strategic employment of select
technologies, the company achieves continuous improvement in
efficiencies and production results.
Arsenal Energy Holdings, LLC, f/k/a Mountaineer Energy Holdings,
LLC, filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No.
19-10226) on February 4, 2019.
At the time of petition, the Debtor had $500 million to $1 billion
in estimated assets and liabilities
The Debtor is represented by:
Michael H. Torkin, Esq.
Kathrine A. McLendon, Esq.
Nicholas E. Baker, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
T: (212) 455-2000
F: (212) 455-2502
-- and --
Pauline K. Morgan, Esq.
Kara H. Coyle, Esq.
Ashley Jacobs, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
T: (302) 571-6600
F: (302) 571-1253
ASP EMERALD: S&P Lowers ICR to 'B-', Outlook Negative
-----------------------------------------------------
S&P Global Ratings on Feb. 12 lowered its issuer credit rating on
ASP Emerald Holdings LLC to 'B-' from 'B'.
The 'B-' issuer credit rating reflects S&P's view that increased
debt leverage and the upcoming maturity of the company's revolving
credit facility have led to a weakening in credit quality relative
to 'B' rated peers.
The downgrade of Emerald takes into account the near-term risk
associated with the upcoming revolver maturity, as well as credit
measures which have weakened in recent quarters. The company's $75
million revolving credit facility matures on Aug. 1, 2019, and its
current cash balances are modest. The facility had less than $10
million drawn as of the end of the third quarter of 2018. The
company typically utilizes the facility for working capital
purposes. Given the upcoming maturity, S&P's liquidity analysis
excludes revolver availability as a source of cash, and S&P views
liquidity as less than adequate.
"We believe if adverse credit market conditions or other factors
prevented the company from extending its revolver, the company
might need to scale back its growth capital spending or look to
divest non-core assets in order to meet its obligations and peak
working capital needs," S&P said. "Our base-case expectation is
that the company is able to address the revolver maturity by the
end of the first quarter of 2019. If this does not occur, we could
lower ratings further into the 'CCC' category."
The negative outlook on ASP Emerald Holdings LLC reflects the
upcoming maturity of the company's revolving credit facility.
"Although we expect this maturity to be addressed over the next few
months, a failure to do so, potentially because of adverse market
conditions, would result in the company not having sufficient
liquidity to meet its obligations," S&P said.
S&P's base-case scenario assumes modest margin expansion in 2019
from increased volumes supported by GDP growth, as well as fewer
operational disruptions, leading to weighted-average FFO in the 8%
to 10% range, and debt to EBITDA in the 6x to 7x range over the
next 12 months.
S&P said it could lower the ratings if the company is unable to
address the maturity of its revolver over the next few months,
resulting in a scenario in which the company does not have
sufficient liquidity to meet its obligations. This could occur if
credit markets remain unfavorable, thus preventing the company from
extending its revolver, according to S&P. S&P could also lower
ratings if credit measures weaken further, potentially due to
unplanned plant outages or weakness in sales volumes, such that
weighted average FFO/debt falls below 6% and debt/EBITDA exceeds 8x
on a sustained basis.
"We could revise the outlook if the company is able to address the
maturity of its revolver over the near term. We believe if the
revolver maturity is addressed, credit measures are appropriate for
the rating and a further downgrade would be unlikely in the near
term," S&P said.
S&P said before it would consider an upgrade, it would need to see
the revolver maturity addressed as well as a more consistent
operational track record, with EBITDA margins expanding by at least
300 basis points, leading to improved credit measures with FFO/Debt
approaching 12% and Debt/EBITDA below 6x on weighted average
sustainable basis. This could occur due to a combination of volume
gains, reduction in operational disruptions, declines in raw
material costs or improvement in passing raw material costs to
customers, according to S&P.
ATIF INC: Creditor Trustee Taps DSI as Accountant
-------------------------------------------------
Daniel Stermer, the official overseeing the ATIF, Inc. Creditor
Trust, received approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire Development Specialists, Inc.
The firm will provide accounting and financial services, which
include a review and assessment of the Debtor's business
operations, budget and other related financial information.
Yale Bogen and Alexandra Samuels, the DSI personnel who will be
providing the services, will charge $510 per hour and $240 per
hour, respectively.
DSI is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Yale Scott Bogen
Development Specialists, Inc.
500 West Cypress Creek Road, Suite 400
Fort Lauderdale, FL 33309
Phone: 305.374.2717
Fax: 305.374.2718
Email: ybogen@DSIConsulting.com
About ATIF Inc.
ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. In the
petition signed by Gerard A. McHale, its chief executive officer,
the Debtor estimated assets of less than $500,000 and liabilities
of $10 million to $50 million.
Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns
LLP, serves as the Debtor's legal counsel. The Debtor hired Buell
& Elligett, P.A., as its special counsel.
On April 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Messana, P.A., as its bankruptcy counsel, and Becker & Poliakoff,
P.A., as its special counsel.
On July 5, 2018, the bankruptcy court entered an order confirming
the second amended Chapter 11 plan and explanatory disclosure
statement filed by the creditors' committee for ATIF, Inc. The
plan establishes the ATIF Inc. Creditor Trust and appointed Daniel
Stermer as the trustee. Mr. Stermer hired Messana, P.A. as his
legal counsel.
AVOLON HOLDINGS: S&P Raises Senior Unsecured Notes Rating to 'BB+'
------------------------------------------------------------------
S&P Global Ratings raised its issue-level ratings on Avolon
Holdings Funding Ltd.'s and Park Aerospace Holdings Ltd.'s
outstanding senior unsecured notes to 'BB+' from 'BB' and revised
its recovery ratings on the notes to '4' from '5'.
S&P said, "The '4' recovery rating indicates our expectation that
lenders would receive average recovery (30%-50%; rounded estimate:
40%) of principal in the event of a payment default. We raised our
issue ratings on the notes following the company's recent paydown
of its outstanding secured debt with cash on hand and the proceeds
from asset sales and unsecured debt issuance, which has improved
the recovery prospects for the unsecured lenders." The notes are
guaranteed by the companies' parent Avolon Holdings Ltd."
S&P's 'BB+' issuer credit rating on aircraft lessor Avolon Holdings
Ltd. reflects its position as the third-largest aircraft lessor. It
also incorporates Japanese financial services group ORIX Corp.'s
acquisition of a 30% stake in Avolon for $2.2 billion in November
2018.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
S&P's simulated default scenario anticipates a default occurring in
2024 due to a significant disruption in the air travel industry in
2022, which causes airlines to renegotiate their leases and turn
back aircraft on lease. This causes aircraft values to decline,
requiring the company to use cash flow to pay down certain secured
aircraft financings to meet collateralization covenants.
S&P believes that if Avolon were to default, it would maintain a
viable business model and would reorganize. S&P has assumed that
Avolon would file in the U.S. based on the governing law of its
debt issues.
Simulated default assumptions
-- LIBOR of 250 basis points;
-- A discrete asset valuation (reorganization) approach is used;
-- Aircraft as of Dec. 31, 2018, are valued at current market
values and then depreciated to the default year where stressed
realization assumptions are applied (varies by model of aircraft);
-- S&P standard draw assumptions are used for cash-flow revolvers
(85%); and
-- All debt includes six months of accrued interest.
Simplified waterfall
-- Adjusted gross enterprise value: $11,397 million
-- Administrative expenses: $570 million
-- Net enterprise value: $10,827 million
-- Valuation split (Avolon/Park/Exim/HKAC): 65%/27%/6%/2%
-- Value available to rated first-lien debt (Park): $3,211
million
-- Secured first-lien debt claims: $4,017 million
--Recovery expectations: 70%-90% (rounded estimate: 85%)
-- Value available to other secured debt: $7,041 million
-- Other secured debt claims (Avolon/Exim/HKAC): $3,717 million
-- Value available to unsecured claims: $3,899 million
-- Unsecured debt claims (including deficiency claims): $8,263
million
--Recovery expectations: 30%-50% (rounded estimate: 40%)
RATINGS LIST
Avolon Holdings Ltd.
Issuer Credit Rating BB+/Stable/--
Rating Raised; Recovery Rating Revised
To From
Avolon Holdings Funding Ltd.
Park Aerospace Holdings Ltd.
Senior Unsecured BB+ BB
Recovery Rating 4(40%) 5(10%)
AZURE LA PALMA: PCO Seeks to Hire Timothy Stacy as Consultant
-------------------------------------------------------------
J. Nathan Rubin, the patient care ombudsman appointed in the
Chapter 11 case of Azure La Palma Royale Partners LLC, seeks
authority from the U.S. Bankruptcy Court for the Central District
of California to hire a consultant.
The PCO proposes to employ Timothy Stacy, a licensed doctor and
Board-certified acute care nurse practitioner, to assist him in
addressing patient care issues at Azure La Palma's nursing facility
in Anaheim, California. He will be paid an hourly fee of $325 for
his services.
Mr. Stacy disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Stacy can be reached at:
Timothy J. Stacy DNP ACNP-BC
Doctor of Clinical Practice
5268 Huckleberry Oak Street
Simi Valley, CA. 93063
Phone: (805) 578-4569
Mobile: (805) 208-0434
Email: tstacy@ucla.edu
About Azure La Palma Royale Partners LLC
Azure La Palma Royale Partners LLC operates Destiny La Palma
Royale, a 199-bed senior care facility located at 525 W. La Palma
Ave., Anaheim, California. The facility provides health care to
elderly residents and residents with Alzheimer and dementia.
Creditors Jing Liu, Lingtao Meng and Xianzhang XiaoA filed an
involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No.
19-10075) against the Debtor on January 8, 2019. Rachel Gezerseh,
Esq. at Ling Ly, LLP represents the petitioners as counsel.
J. Nathan Rubin, M.D., F.A.C.C. was appointed as patient care
ombudsman in the Debtor's bankruptcy case. The PCO tapped Resnik
Hayes Moradi LLP as his legal counsel.
Judge Catherine E. Bauer oversees the case.
AZURE LA PALMA: PCO Taps Resnik Hayes Moradi as Legal Counsel
-------------------------------------------------------------
J. Nathan Rubin, the patient care ombudsman appointed in the
Chapter 11 case of Azure La Palma Royale Partners LLC, seeks
authority from the U.S. Bankruptcy Court for the Central District
of California to hire Resnik Hayes Moradi LLP as his legal counsel.
The firm will advise the PCO of his duties under the Bankruptcy
Code, represent him in negotiations, and provide other legal
services in connection with the Debtor's Chapter 11 case.
Resnik's 2019 billing rates are:
M. Jonathan Hayes Partner $485
Matthew D. Resnik Partner $425
Roksana D. Moradi-Brovia Partner $385
Russell J. Stong III Associate $325
David M. Kritzer Associate $325
Pardis Akhavan Associate $185
Rosario Zubia Paralegal $135
Priscilla Bueno Paralegal $135
Rebeca Benitez Paralegal $135
Ja'Nita Fisher Paralegal $135
Max Bonilla Paralegal $135
Susie Segura Paralegal $135
Roksana Moradi-Brovia, Esq., a partner at Resnik, attests that the
firm is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.
The counsel can be reached through:
Roksana D. Moradi-Brovia, Esq.
Matthew D. Resnik, Esq.
Resnik Hayes Moradi LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: roksana@RHMFirm.com
matt@RHMFirm.com
About Azure La Palma Royale Partners LLC
Azure La Palma Royale Partners LLC operates Destiny La Palma
Royale, a 199-bed senior care facility located at 525 W. La Palma
Ave., Anaheim, California. The facility provides health care to
elderly residents and residents with Alzheimer and dementia.
Creditors Jing Liu, Lingtao Meng and Xianzhang XiaoA filed an
involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No.
19-10075) against the Debtor on January 8, 2019. Rachel Gezerseh,
Esq. at Ling Ly, LLP represents the petitioners as counsel.
J. Nathan Rubin, M.D., F.A.C.C. was appointed as patient care
ombudsman in the Debtor's bankruptcy case. The PCO tapped Resnik
Hayes Moradi LLP as his legal counsel.
Judge Catherine E. Bauer oversees the case.
BAY CIRCLE: Trustee Taps Nelson Mullins as Special Counsel
----------------------------------------------------------
Ronald Glass, the Chapter 11 trustee for Bay Circle Properties,
LLC, and its affiliates received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Nelson Mullins
Riley & Scarborough LLP 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. 18-cv-5280) pending in the U.S.
District Court for the Northern District of Georgia.
The hourly rates range from $340 to $625 for the firm's attorneys
and from $115 to $195 for legal assistants.
Nelson Mullins does not represent any interest adverse to the
Debtors or the trustee, according to court filings.
The firm can be reached through:
Lee B. Hart
Nelson Mullins Riley & Scarborough LLP
Atlantic Station
201 17th Street NW, Suite 1700
Atlanta, GA 30363
Tel: 404.322.6349
Fax: 404.322.6050
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 and 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.
BLACKWATER TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Blackwater Technologies, Inc.
270 Cable Industrial Blvd.
Carrollton, GA 30117
Business Description: Blackwater Technologies, based in
Carrollton, Georgia, specializes in fire
protection as well as low voltage projects.
The Company provides fire alarm
installation, maintenance, and inspection
services.
Chapter 11 Petition Date: February 13, 2019
Court: United States Bankruptcy Court
Northern District of Georgia (Newnan)
Case No.: 19-10283
Judge: Hon. Homer W. Drake
Debtor's Counsel: Nevin J. Smith, Esq.
SMITH CONERLY LLP
402 Newnan Street
Carrollton, GA 30117
Tel: (770) 834-1160
Fax: (770) 834-1190
E-mail: awilson@smithconerly.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles Blackwell, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/ganb19-10283.pdf
BOCA HEALTH: Seeks Access to American Express Cash Collateral
-------------------------------------------------------------
Boca Health Fitness, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to use the cash
collateral of American Express National Bank to continue its
business operations.
While American Express is owed $265,870, secured in all assets of
the Debtor, whether now owned or hereafter acquired or arising by
virtue of its UCC Financing Statement, the value of the estate at
the date of filing the bankruptcy was only $28,022. The Debtor
admits American Express is under-secured.
Accordingly, the Debtor proposes to make adequate protection
payments in the amount of $175.14 per month, which is equal to the
monthly payment of 7.5% annual interest of $28,022.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/flsb19-10417-15.pdf
About Boca Health Fitness
Boca Health Fitness, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10417) on Jan. 11,
2019. In the petition signed by Dale Buchanan, managing member,
the Debtor estimated $0 to $50,000 in assets and $100,001 to
$500,000 in liabilities. The case is assigned to Judge Raymond B.
Ray. Van Horn Law Group, Inc., is the Debtor's counsel.
BRIDGEHEAD NETWORKS: Case Summary & 19 Unsecured Creditors
----------------------------------------------------------
Debtor: Bridgehead Networks, Inc.
10226 San Pedro Avenue
San Antonio, TX 78216
Business Description: Bridgehead Networks --
http://www.bridgeheadnetworks.com--
provides many different managed website
hosting solutions, including IT outsourcing
and managed services, network assessments
and system compliance, security, cloud
computing, disaster discovery and business
continuity, structured cabling, and data
recovery services. The Company is
headquarted in San Antonio, Texas.
Chapter 11 Petition Date: February 13, 2019
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Case No.: 19-50320
Judge: Hon. Craig A. Gargotta
Debtor's
Bankruptcy
Counsel: Kell C. Mercer, Esq.
KELL C. MERCER, PC
1602 E Cesar Chavez St
Austin, TX 78702
Tel: (512) 627-3512
Fax: (512) 597-0767
E-mail: kell.mercer@mercer-law-pc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Harry Nass, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at:
http://bankrupt.com/misc/txwb19-50320.pdf
BRISTOW GROUP: S&P Lowers ICR to 'CCC+' on Worsening Liquidity
--------------------------------------------------------------
S&P Global Ratings on Feb. 12 lowered the issuer credit rating on
Houston-based global aviation service provider Bristow Group Inc.
to 'CCC+' from 'B-'.
S&P also lowered the issue-level rating on the company's unsecured
debt to 'CCC' from 'CCC+' with a '5' recovery rating, reflecting
S&P's expectation of modest recovery (10%-30%; rounded estimate:
15%). S&P lowered the issue-level rating on the company's secured
notes due 2023 to 'B' from 'B+' with a '1' recovery rating,
reflecting its expectation of very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.
The downgrade primarily reflects rapid deterioration in Bristow's
liquidity, which decreased to $237 million at the end of December
2018 from $320 million at the end of September, according to S&P.
"We expect liquidity will continue to decline due to the $20
million deal termination fee paid to Columbia, and the upcoming
schedule of loan amortization and capital expenditures. In our
view, event risk intensified after the company identified
inadequate monitoring of nonfinancial covenants in some of its
secured financing and lease agreements," S&P said. "The company is
assessing whether it will require waivers from lenders and if it
will be able to continue as a going concern."
Aside from liquidity and financial reporting issues, preliminary
operating results for the fiscal third quarter of 2019 were
uninspiring, with persistently challenging conditions in the oil
and gas industry, losses in the fixed wing division and a negative
impact from foreign exchange volatility, according to S&P. Reported
operating revenue of $317.1 million and adjusted EBITDA of $23.6
million were down approximately 8% and 32% year-over-year,
respectively. S&P does not expect industry conditions to
meaningfully improve over the next 12 months, and its forecasted
leverage is above 7x over the next two years.
The negative outlook reflects Bristow's limited liquidity runway,
weak operating results and depressed trading levels on its
securities. S&P expects leverage to remain elevated at over 7x,
with outflows continuing to put pressure on liquidity in the next
12-18 months.
"We could lower the rating if we foresee a specific default
scenario within 12 months or increased likelihood of a distressed
exchange," S&P said.
S&P said it could consider raising the rating if the company
meaningfully improves liquidity while reducing leverage to below
5x. This could occur through asset sales, new financing of
unencumbered assets, or deferral of capital expenditures. Leverage
could decrease if the company's oil and gas operations improve --
which would likely be a result of higher commodity prices,
according to S&P.
"We would also need to have confidence that the company would not
engage in a distressed debt exchange," S&P said.
BUFFETS LLC: To Pay UST $4,875 in Quarterly-Fee Liability
---------------------------------------------------------
Chief Bankruptcy Judge Ronald B. King granted Debtors Buffets, LLC,
and its affiliates' motion requesting an order establishing the
quarterly-fee liability in the amount of $4,875 and determining the
word "disbursements" in Title 28 section 1930(a)(6) is limited to
funds disbursed as priority and administrative expense claims,
claims of creditors, and interests of equity security holders
pursuant to the plan.
Buffets, LLC, and its affiliates filed voluntary chapter 11
petitions on March 7, 2016. On April 27, 2017, the Debtors
confirmed a plan and were substantively consolidated. The plan and
confirmation order provide for payment of quarterly fees to the
United States Trustee (UST). In October 2017, Congress amended
Title 28, section 1930, to provide for an 833 percent increase in
the maximum post-confirmation quarterly fees payable by certain
chapter 11 debtors with disbursements that equal or exceed $1
million when the UST System Fund balance is less than $200 million.
The UST System Fund balance currently is less than $200 million,
and the Reorganized Debtors’ 2018 disbursements exceed $1 million
in every quarter.
The principals of the Debtors were shocked by the quarterly fee
increase. The Reorganized Debtors filed a motion requesting an
order establishing the quarterly-fee liability in the amount of
$4,875 and determining the word "disbursements" in section
1930(a)(6) is limited to funds disbursed as priority and
administrative expense claims, claims of creditors, and interests
of equity security holders pursuant to the plan.
In response, the UST filed an objection to the motion. The UST
argued that the Reorganized Debtors' interpretation of the term
"disbursements" contravenes the word's plain meaning and relevant
case law. The UST asked the Court to deny the Reorganized Debtors'
motion and set liability for the quarterly fees at $250,000. The
Court held a hearing and heard argument from the Reorganized
Debtors and the UST. After the hearing, but before the ruling, the
UST filed a supplemental brief in support of the objection. The
Debtors filed a supplemental brief, arguing that the amendment
amounts to an unconstitutional violation of the Due Process
Clause.
The Court later made findings of fact and conclusions of law, which
were stated on the record pursuant and rendered an order denying
the Debtors' motion. The Court held that the quarterly fees should
be calculated based upon all disbursements made during the quarter.
The Debtors filed a motion to reconsider the order in light of
constitutional violations and a recent opinion from the Western
District of Wisconsin, In re Cranberry Growers Coop., 592 B.R. 325
(Bankr. W.D. Wis. 2018).
On Sept. 21, 2018, Judge Catherine J. Furay in In re Cranberry
Growers Coop. excluded repayments on a revolving line of credit
from disbursements because the debtor was contractually obligated
to use it to make ordinary course operating payments. The Debtors
asked this Court to follow Judge Furay's opinion and narrowly
interpret disbursements to only include payments made to creditors
of the bankruptcy estate. This interpretation would result in the
Debtors owing $4,875 in fees payable to the UST's office for each
quarter of 2018.
After careful examination, the Court agrees with Judge Catherine J.
Furay that the new UST fees are excessive and certain situations
may require a limitation on what constitutes a disbursement, but a
narrow interpretation of disbursements that applies in the case of
a revolving line of credit does not apply in this case. The Court
reaffirms its original ruling that the term "disbursements"
includes all payments made by the Reorganized Debtors. A broad
interpretation of disbursements, however, does not subject the
Debtors' 2018 disbursements to the increased quarterly fee
requirement of section 1930(a)(6)(B).
In sum, after careful consideration of section 1930(a)(6)(B), the
Court holds the amendment unconstitutional as applied to this case
due to its lack of uniformity for the first three quarters of 2018.
The amendment also cannot be retroactively applied to the Debtors
for any relevant year. Accordingly, the Debtors' motion is granted.
A copy of the Court's Opinion dated Feb. 8, 2019 is available at:
http://bankrupt.com/misc/txwb16-50557-4209.pdf
About Buffets LLC
Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S. The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R). These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price. In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).
Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.
On Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.
Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016. The cases are assigned to
Judge Ronald B. King.
The Debtors have tapped John E. Mitchell, Esq., David W. Parham,
Esq., Andrea Hartley, Esq., Esther A. McKean, Esq., and Amy M.
Leitch, Esq., at Akerman, LLP as counsel; Bridgepoint Consulting,
LLC as financial advisor; and Donlin, Recano & Company as claims
and noticing agent.
The United States Trustee, on March 21, 2016, appointed the
Official Committee of Unsecured Creditors. The Creditors'
Committee has retained Greenberg Traurig, LLP, as its counsel and
FTI Consulting, Inc., as its financial advisor.
On April 27, 2017, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization. The Effective Date of the Plan was
May 18, 2017.
BUILDING 1600: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Building 1600, LLC as of Feb. 12, according
to a court docket.
About Building 1600
Building 1600, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 18-71813) on Dec. 31, 2018. In the
petition signed by Charles D. Menser, Jr., manager, the Debtor
estimated under $500,000 in assets and the same range of
liabilities. Paul Reece Marr, P.C., led by founding partner Paul
Reece Marr, Esq., is the Debtor's counsel.
BVS CONSTRUCTION: Seeks to Hire Marlene Van Sickle as Accountant
----------------------------------------------------------------
BVS Construction Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire Marlene Van Sickle CPA,
PLLC.
The firm will provide accounting services necessary to administer
the Debtor's bankruptcy estate. MVS will charge these hourly
fees:
Marlene Van Sickle, CPA $210
Lisa Capps $125
Marlene Van Sickle, president of MVS, disclosed in a court filing
that her firm does not represent any interest adverse to the Debtor
and its bankruptcy estate.
The firm can be reached through:
Marlene Van Sickle
Marlene Van Sickle CPA, PLLC
11183 Circle Drive, Suite D
Austin, TX 78736
Phone: (512) 861-4429
Email: marlene@vansicklecpa.com
About BVS Construction
B.V.S. Construction Inc., a company based in Bryan, Texas, filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-60004) on Jan. 2,
2018. In the petition signed by Elaine Palasota, president, the
Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities. The Hon. Ronald B. King
oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins,
P.A., is the Debtor's bankruptcy counsel.
CARLOS ROBLES TILE: March 27 Hearing on Disclosure Statement
------------------------------------------------------------
Bankruptcy Judge Mildred Caban Flores is set to hold a hearing on
March 27, 2019 at 9:00 a.m. to consider and rule upon the adequacy
of Carlos Robles Tile & Stone Inc.'s disclosure statement.
Written objections to the disclosure statement must be filed not
less than 14 days prior to the hearing.
About Carlos Robles Tile & Stone
Carlos Robles Tile & Stone, Inc., operates a store that sells
tiles, stones and related materials. Its business and office are
located at 383 Ave. Cesar Gonzalez, Urb. Eleanor Roosevelt, San
Juan, Puerto Rico.
Carlos Robles Tile & Stone previously sought bankruptcy protection
on March 19, 2015 (Bankr. D.P.R. Case No. 15-02004).
Carlos Robles Tile & Stone sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05145) on Sept. 5,
2018. In the petition signed by Carlos Robles Marin, president,
the Debtor disclosed $486,000 in assets and $3,517,613 in
liabilities. Judge Mildred Caban Flores presides over the case.
The Debtor tapped the Law Offices of Luis D. Flores Gonzalez as its
legal counsel.
CARLOS ROBLES: Unsecureds to Get 5% Within 84 Months
----------------------------------------------------
Carlos Robles Tile & Stone, Inc., filed a plan of reorganization
and accompanying disclosure statement.
Class 4 are unsecured claims whose claims to the extent that such
claims are approved and allowed by the Court or deemed allowed
under the provisions of the Bankruptcy Code. Each member of this
class will receive a distribution equal to 5% of its allowed claim
pursuant to the terms and conditions of the plan, that is during
the seven (7) years following the effective date. Class 4 are the
claims of unsecured creditors without priority to the extent that
such claims are not disputed and are allowed and ordered paid by
the Court. Creditors in this class will be paid 5% on monthly
installments within a period not to exceed 84 months.
The Plan shall be funded by the following means:
-- Cash on hand at the Effective Date.
-- Funds to be obtained from the operation of debtor's
business.
-- Additional income from new sales on commercial construction
and remodeling projects.
-- New quotations for projects in the carribean area are
expected during year 2019.
-- Future income from savings on reduction of operational
expenses maintaining and increasing the sales to customers, will be
use also for the payment plan.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y5y2c2nk from PacerMonitor.com at no charge.
A hearing to consider the adequacy of the Disclosure Statement is
scheduled for March 27, 2019 at 09:00 AM.
About Carlos Robles Tile & Stone
Carlos Robles Tile & Stone, Inc., operates a store that sells
tiles, stones and related materials. Its business and office are
located at 383 Ave. Cesar Gonzalez, Urb. Eleanor Roosevelt, San
Juan, Puerto Rico.
Carlos Robles Tile & Stone previously sought bankruptcy protection
on March 19, 2015 (Bankr. D.P.R. Case No. 15-02004).
Carlos Robles Tile & Stone sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05145) on Sept. 5,
2018. In the petition signed by Carlos Robles Marin, president,
the Debtor disclosed $486,000 in assets and $3,517,613 in
liabilities. Judge Mildred Caban Flores presides over the case.
The Debtor tapped the Law Offices of Luis D. Flores Gonzalez as its
legal counsel.
CECIWONG INC: Unsecureds to be Paid in Full with No Interest
------------------------------------------------------------
CeCiWong, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of California a combined disclosure statement and
plan of reorganization dated Feb. 1, 2019.
The Debtor's Plan of Reorganization is premised upon the voluntary
subordination of approximately $5 million of debt to specified
undisputed non-insider creditors, ("Approved Creditors"), which
would result in their payment in full shortly after the Effective
Date.
This Plan is intended promptly to wrap up the business affairs of a
small company. In practical effect, all allowed and undisputed
claims not held by insiders will be paid in cash, in full shortly
after the effective date. If there are claims that are not held by
Approved Creditors, they will receive payment only if they are
ultimately allowed, net of offsets and counterclaims, and then only
to the extent of 20%, or such greater amount as the Court
determines necessary to provide them a ratable distribution of the
value of the estate's assets.
General unsecured creditors in Class 1 will be paid in full without
interest on the 10th day of the Effective Date.
If confirmed, the Debtor believes that the Debtor's Plan is highly
likely to be performed. The principal risk factor which might
thwart performance would be the filing of an unknown and presumably
disputed claim in such a large amount that (a) the Debtor is unable
to fund a reserve to pay a dividend if it is Allowed, or (b) it is
ultimately Allowed in an amount materially in excess of any reserve
established. The Debtor believes that the likelihood of either of
these risk factors manifesting themselves is remote, but they
potentially exist.
A copy of the Combined Plan and Disclosure Statement is available
at https://is.gd/KGETEe from Pacermonitor.com at no charge.
About CeciWong Inc.
CeCiWong, Inc. -- http://www.worldofceciwong.com/-- is in the
jewelry, precious stones and precious metals business. CeCiWong
sought relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Cal. Case No. 18-31385) on Dec. 21, 2018. At the time of the
filing, the Debtor disclosed $3,137,729 in assets and $5,674,492 in
liabilities. The case has been assigned to Judge Hannah L.
Blumenstiel. Michael Jones & Associates, PC is the Debtor's
counsel.
CELL SCIENCE: March 6 Hearing on Disclosure Statement
-----------------------------------------------------
The court has set a hearing to consider approval of the disclosure
statement of Cell Science Systems Corporation for March 6, 2019 at
10:00 a.m. The deadline for objections to the Disclosure Statement
is February 27, 2019.
Class 1 - Allowed Secured Claim of Broward County (2017) are
impaired. Class 1 consists of the secured claim of Broward County
based on a 2017 tangible property tax for the principal sum of
$20,255.91. The claim shall be paid in equal quarterly payments
commencing on the Effective Date and ending five years after the
date of the entry of the order for relief.
Class 2 - Allowed Secured Claim of Broward County (2018) are
impaired. Class 2 consists of the secured claim of Broward County
based on a 2018 tangible property tax for the principal sum of
$27,247.79. The claim shall be paid in equal quarterly payments
commencing on the Effective Date and ending five years after the
date of the entry of the order for relief.
Class 3 - Allowed General Unsecured Claims are impaired. The
Debtor estimates the aggregate amount of Class 3 general unsecured
claims totals approximately $1,700,000. Each holder of an Allowed
general unsecured claim against the Debtor shall be paid thirty
percent (30%) of the Allowed amount of the Claim on a quarterly
basis over four (4) years, commencing on the first of the month
after the Effective Date.
Class 4 - Consists of the Debtor's Equity Interests in assets of
the Estate, which includes interests in any share of preferred
stock, common stock or other instrument evidencing ownership
interest in the Debtor, whether or not transferable, and any
option, warranty, right, contractual or otherwise, to acquire any
such interest. The holders of Equity Interests shall retain their
Equity Interests in the reorganized Debtor.
The Plan will be funded primarily by the Debtor's Cash on hand,
operating income, and any additional Cash held by the Debtor as of
the date of the Confirmation Hearing.
A full-text copy of the Disclosure Statement dated January 17,
2019, is available at https://tinyurl.com/ycr482gs from
PacerMonitor.com at no charge.
About Cell Science
Cell Science Systems Corporation --
https://www.cellsciencesystems.com/ -- is a speciality clinical
laboratory that develops and performs laboratory testing in
immunology and cell biology supporting the personalized treatment
and prevention of chronic disease. Cell Science Systems operates a
CLIA certified laboratory and is a FDA inspected and registered
CGMP medical device manufacturer meeting ISO EN13485 standards.
Cell Science Systems filed for bankruptcy protection (Bankr. S.D.
Fla. Case No. 18-17541) on June 22, 2018. Judge Raymond Ray
presides over the case. Furr & Cohen represents the Debtor.
CENTERSTONE LINEN: Committee Taps CKR Law as Legal Counsel
----------------------------------------------------------
The official committee of unsecured creditors of Centerstone Linen
Services, LLC received approval from the U.S. Bankruptcy Court for
the Northern District of New York to hire CKR Law LLP as its legal
counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; represent the committee in its consultations with
Centerstone and its affiliates; analyze claims of creditors; assist
the committee in negotiations concerning matters related to asset
disposition, financing or bankruptcy plan; and provide other legal
services in connection with the Debtors' Chapter 11 cases
The standard hourly rates charged by the firm are:
Partners $390 - $850
Associates $225 - $395
Paralegals/Assistants $90 - $195
CKR has agreed to a discount of 15% from its regular hourly rates.
CKR is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
David M. Banker, Esq.
CKR Law LLP
1330 Avenue of the Americas, 35th Floor
New York, NY 10019
Phone: 212-259-7305 / 212-400-6900
Fax: 212-400-6901
Email: DBanker@CKRLaw.com
About Centerstone Linen Services
Centerstone Linen Services, LLC is the corporate parent of four
subsidiary corporations: Atlas Health Care Linen Services Co., LLC,
Alliance Laundry & Textile Service LLC, Alliance Laundry and
Textile Service of Atlanta LLC, and Alliance LTS Winchester LLC.
These subsidiaries, all doing business as Clarus Linen Systems --
http://www.claruslinens.com/-- provide linen rental and commercial
laundry services to the healthcare industry.
Atlas operates two production facilities in New York while Alliance
Laundry operates two facilities in Georgia and one in South
Carolina, which provide daily pick-ups and deliveries to their
customers.
Centerstone Linen Services and its four subsidiaries filed
voluntary petitions seeking relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 18-31754) in
Syracuse, New York on Dec. 19, 2018.
At the time of the filing, Atlas Health estimated $10 million to
$50 million in assets and liabilities of the same range as of the
bankruptcy filing. Centerstone Linen estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities.
Bond, Schoeneck & King, PLLC, is the Debtors' counsel.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Jan. 10, 2019. CKR Law LLP is the
committee's legal counsel.
CKSB LLC: Trustee Taps Goe & Forsythe as Legal Counsel
------------------------------------------------------
Steven Speier, the Chapter 7 trustee for CKSB LLC, seeks approval
from the U.S. Bankruptcy Court for the Central District of
California to hire Goe & Forsythe, LLP as his legal counsel.
The firm will provide these services:
a. advise the trustee concerning the requirements of the
bankruptcy court and applicable rules;
b. assist the trustee in his investigation of the Debtors'
assets, including potential disputes concerning ownership of funds
turned over from Debtor's bank accounts;
c. advise the trustee on the rights and remedies of the
Debtor's bankruptcy estate as to its assets and as to certain
claims of creditors;
d. represent the trustee in any proceedings or hearings in the
bankruptcy court and in other courts where the estate's rights may
be litigated or affected; and
e. conduct examinations of witnesses, claimants or adverse
parties in connection with the investigation of the Debtor's assets
and liabilities, and assist in the preparation of reports, accounts
and pleadings related to the Debtor's Chapter 7 case.
Goe & Forsythe's current hourly rates are:
Partners Hourly Rate
Robert P. Goe $395
Marc C. Forsythe $395
Associate
Ryan S. Riddles $295
Of Counsel
Thomas J. Eastmond $375
Charity J. Miller $325
Legal Assistant
Kerry A. Murphy $140
Robert Goe, Esq., principal of Goe & Forsythe, LLP, attests that
his firm is a disinterested person within the meaning of section
101(14) of the Bankruptcy Code.
The counsel can be reached at:
Robert P. Goe, Esq.
Goe & Forsythe, LLP
18101 Von Karman Avenue, Suite 1200
Irvine, CA 92612
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: rgoe@goeforlaw.com
About CKSB LLC
CKSB, LLC listed its business as a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The company owns in fee
simple a real property located at 295 N. Waterman Ave San
Bernardino, California, valued by the Company at $2.80 million.
CKSB filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
18-10893) on Feb. 5, 2018. In the petition signed by Muhammad N.
Atta, managing member, the Debtor disclosed $2.80 million in total
assets and $4.43 million in total liabilities. The Debtor tapped
Sheila Esmaili, Esq., as its legal counsel.
On February 6, 2019 the case was converted to one under Chapter 7
and Steven M. Speier was appointed Chapter 7 trustee.
Judge Scott H. Yun oversees the Debtor's case.
COBALT COAL: Seeks to Hire Scot S. Farthing as Legal Counsel
------------------------------------------------------------
Cobalt Coal, LLC, seeks approval from the U.S. Bankruptcy Court for
the Western District of Virginia to hire Scot S. Farthing, Attorney
at Law, PC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services in connection with its Chapter 11
case.
Scot Farthing, Esq., the attorney who will be handling the case,
charges an hourly fee of $250. The firm's associate attorneys
charge $175 per hour.
The firm received $11,717, of which $1,717 was used to pay the
filing fee while $2,925 was used to pay its pre-bankruptcy
attorneys' fees.
Mr. Farthing disclosed in a court filing that he is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Scot Stewart Farthing, Esq.
Scot S. Farthing, Attorney at Law, PC
P.O. Box 1315
Wytheville, VA 24382
Tel: 276-625-0222
Fax: 276-625-0333
E-mail: scotf@sfarthinglaw.com,
E-mail: sharonw@sfarthinglaw.com,
E-mail: g17158@notify.cincompass.com
About Cobalt Coal
Cobalt Coal, LLC, a producer of metallurgical coal headquartered in
Wise, Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Va. Case No. 19-70149) on January 31,
2019. The Debtor previously sought bankruptcy protection (Bankr.
W.D. Va. Case No. 17-71335) on Oct. 4, 2017. At the time of the
filing, the Debtor disclosed $1,100,002 in assets and $455,100 in
liabilities. The case is assigned to Judge Paul M. Black. Scot S.
Farthing, Attorney at Law, PC, is the Debtor's counsel.
COLLISION EXPRESS: Plan and Disclosures Hearing Set for March 4
---------------------------------------------------------------
Bankruptcy Judge Marvin Isgur issued an order conditionally
approving Collision Express Holdings' disclosure statement.
The Court will convene a combined hearing on March 4, 2019 at 9:00
a.m.
Ballots accepting of rejecting the plan and objections to the
confirmation of the plan must be filed no later than 4:00 p.m. on
March 1, 2019.
The Troubled Company Reporter previously reported that the only
remaining claims of the Debtor include: (i) administrative expense
claims arising from this chapter 11 case ($65,000); (ii) a priority
claim of the Internal Revenue Service ($41,391.47); and (iii) three
general unsecured claims to Tom Bond ($12,792.40), Robert Clampett
($21,399.33) and Al Brende ($37,504.00).
The remaining funds will be distributed to equity pursuant to the
agreement between the partners of the Debtor regarding allocation.
A full-text copy of the Disclosure Statement dated January 25,
2019, is available at https://tinyurl.com/y7dmnef3 from
PacerMonitor.com at no charge.
About Collision Express Holdings
Collision Express Holdings, L.P., a Texas limited partnership, owns
in fee simple a land and building commonly known as 23266 Northwest
Freeway, Cypress, Texas, having an appraised value of $3.75
million. It previously sought bankruptcy protection on March 1,
2011 (Bankr. S.D. Tex. Case No. 11-31947).
Collision Express Holdings filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 18-30356) on March 5, 2018. In the petition signed
by Greg Eckelkamp, sole member, the Debtor disclosed $3.77 million
in total assets and $2.61 million in total liabilities. Judge
Christopher H. Mott presides over the case. The Debtor's counsel
is E.P. Bud Kirk, Esq.
The Court appointed Prime Capital Corp. as broker on May 7, 2018.
CORSI CAB: Seeks Authorization to Use Medallion Cash Collateral
---------------------------------------------------------------
Corsi Cab Corp, Anba Taxi, Inc. and Sincere Cab Corp seek
authorization from the U.S. Bankruptcy Court for the Eastern
District of New York to use the cash collateral of Taxi Medallion
Loan Trust III ("Medallion").
The Debtors intend to use the net income from the medallions to pay
expenses associated with operating the medallions and the Debtors'
businesses. The Debtors will be depositing all the money that they
received into the Debtor-in-Possession Bank Accounts.
Taxi Medallion Loan Trust III holds a security interest in the
medallions and the revenue generated by the medallions.
Each month, the Debtors will pay Medallion all of the income, less
the expenses set forth in the budget, generated by the medallions.
The budget provides that Medallion will receive about one-thirds of
the income.
A copy of the Debtors' Motion is available at
http://bankrupt.com/misc/nyeb18-47204-12.pdf
About Corsi Cab Corp
Corsi Cab Corp and its affiliates operate 3 related businesses at
544 Howard Avenue, 1A Staten Island, NY 10301 that together own 7
taxi medallions.
Corsi Cab Corp, Anba Taxi, Inc., and Sincere Cab Corp filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case Nos. 18-47204, 18-47205 and 18-47206,
respectively) on Dec. 18, 2018.
The Debtor is represented by Bruce Weiner, Esq. of Rosenberg Musso
& Weiner LLP.
In the petitions signed by Morsi A. Abdou, president and
shareholder, Corsi Cab Corp estimated both assets and liabilities
of less than $500,000; and both Anba Taxi and Sincere Cab estimated
less than $1 million in assets and less than $500,000 in
liabilities.
CYN RESTAURANTS: May Continue Using Cash Collateral Until Feb. 28
-----------------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut has signed a fourteenth preliminary order
authorizing Cyn Restaurants LLC to collect and use the cash
collateral to continue the usual and ordinary course of its
business by paying those budgeted expenditures through Feb. 28,
2019, as set forth on the budget.
Any objection to the continued use of cash collateral must be filed
and served no later than Feb. 20, 2019 at 5:00 p.m. A further
hearing on the continued use of cash collateral will be held on
Feb. 27, 2019, at 10:00 a.m.
The approved Budget for February 2019 provides total cash
disbursements of approximately $37,240.
Prior to the Petition Date, the Debtor and Webster Bank, and also
Community Investment Corp. were parties to Loans and Security
Agreements pursuant to which, among other things, Webster Bank and
Community Investment Corp. provided the Debtor with a loans and
credit facilities secured by liens and/or security interests in
substantially all of the Debtor's assets. As of the Petition Date,
the Debtor was indebted to Webster Bank in the aggregate amount of
$382,176 and was also indebted to Community Investment Corp. in the
aggregate amount of $208,000.
Webster Bank and Community Investment Corp. are each granted
post-petition claims against the Debtor's estate, which will have
priority in payment over any other indebtedness and/or obligations
now in existence or incurred hereafter by the Debtor and over all
administrative expenses or charges against the Debtor's property.
As security for the Adequate Protection Claim, Webster Bank and
Community Investment Corp. are each granted enforceable and
perfected replacement liens and/or security interests in the
postpetition assets of the Debtor's estate equivalent in nature,
priority and extent to the liens and/or security interests of
Webster Bank and Community Investment Corp., in the Pre-Petition
Collateral and the proceeds and products thereof.
Additionally, the Debtor will pay Webster Bank $1,360 as adequate
protection for February, 2019. The Debtor will also continue to
keep the Collateral fully insured against all loss, peril and
hazard and make Webster Bank and Community Investment Corp. loss
payees as their interests appear under such policies.
A full-text copy of the Fourteenth Preliminary Order is available
at
http://bankrupt.com/misc/ctb18-30185-184.pdf
About Cyn Restaurants
Based in Shelton, Connecticut, Cyn Restaurants LLC is engaged in
the business of the operation of a restaurant known as Stone's
Throw located at 337 Roosevelt Drive, Seymour, CT.
Cyn Restaurants filed a Chapter 11 petition (Bankr. D. Conn. Case
No. 18-30185) on Feb. 5, 2018. In the petition signed by Peter
Hamme, the Debtor estimated $100,000 to $500,000 in assets and
$500,001 to $1 million in liabilities. James M. Nugent, Esq., at
Harlow, Adams & Friedman, P.C., is the Debtor's counsel; and Sound
Coaching, Inc., as its accountant.
DALLAS BARBECUE: May Continue Interim Use of Cash Collateral
------------------------------------------------------------
The Hon. Harlin DeWayne Hale of the United States Bankruptcy Court
for the Northern District of Texas has entered a second interim
order authorizing Dallas Barbecue, LLC, Garland Barbecue #1 LLC,
and Farmers Branch Barbecue, LLC to use the cash collateral and
proceeds in which Liftforward, Inc., Sysco Corporation, BBCN Bank,
Supersonic Funding, and Dickeys Capital Group assert interest in
accordance with the provisions in the Budget. As adequate
protection, the Secured Creditors are granted replacement liens
co-existent with their pre-petition liens, under 11 U.S.C. Section
552, in after acquired property of the estate.
A hearing is scheduled to take place on Feb. 12, 2019, at 10:30
a.m. to determine if the Second Interim Order should be continued,
modified or terminated.
A copy of the Second Interim Order is available at:
http://bankrupt.com/misc/txnb18-33509-53.pdf
About Dallas Barbecue
Dallas Barbecue, LLC's business consists of the ownership and
operation of a Dickie Barbecue restaurant in Dallas, Texas. Dallas
Barbecue, LLC, doing business as Dickeys Barbecue Pit, filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33509) on Oct.
30, 2018. In the petition was signed by Jeff Bass, president, the
Debtor estimated less than $50,000 in assets and less than $1
million in liabilities. The Debtor is represented by Eric A.
Liepins, Esq. of Eric A. Liepins, P.C.
DISCOVERORG HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
----------------------------------------------------------
DiscoverOrg Holdings LLC, a business-to-business sales and
marketing data software-as-a-service (SaaS) company, is entering
into an agreement to acquire a sales and marketing data business.
The company is issuing a $965 million first-lien credit facility
consisting of a $100 million revolver and a $865 million senior
secured term loan, as well as a $370 million second-lien secured
term loan. The company is also issuing a $205 million
payment-in-kind (PIK) note, which is considered debt-like. Proceeds
of the issuance will be used to fund the acquisition and repay its
existing debt, including its PIK note.
S&P Global Ratings on Feb. 12 assigned its 'B-' issuer credit
rating to DiscoverOrg. It is also assigning its 'B' issue-level and
'2' recovery ratings to DiscoverOrg's proposed first-lien credit
facility, and its 'CCC' issue-level and '6' recovery ratings to the
second-lien term loan.
"Our 'B-' issuer credit rating on DiscoverOrg is based on our view
of the relatively low barriers to entry for the sales and marketing
intelligence platform industry; and the company's small scale and
niche industry focus even as a combined business," S&P said. "We
also expect S&P Global Ratings-adjusted leverage in the mid-9x area
at the end of 2019 and for it to remain relatively high over the
next couple of years." Offsetting these factors are DiscoverOrg's
well-entrenched market position, recurring revenue stream, strong
revenue growth trajectory, and relatively high EBITDA margins,
according to S&P.
"The stable outlook on DiscoverOrg reflects our view of the
company's strong revenue growth profile, recurring revenue base and
strong EBITDA margins. We expect leverage to be mid-9x at the end
of 2019 and FOCF to debt in the mid-single-digit percentage area,"
S&P said.
S&P said it could lower the rating on DiscoverOrg if the company
cannot remain competitive in database optimization, such that its
revenue growth materially slows or EBITDA margins significantly
deteriorate, ultimately weakening leverage, or FOCF approaches
negative. It could also lower the rating if the company's liquidity
sources do not meet its needs by at least 1.2x or if its capital
structure becomes unsustainable.
"While unlikely over the next 12 months, given the small size and
scope and high leverage with the accruing PIK note, we could raise
the rating on DiscoverOrg if the company maintains strong revenue
growth and EBITDA margins, and sustains leverage below 7x while
maintaining positive FOCF," S&P said.
DITECH HOLDING: BofA Reports 5.42% Equity Stake
-----------------------------------------------
Bank of America Corporation disclosed in a Schedule 13G filing with
the Securities and Exchange Commission that it may be deemed to
beneficially own 281,624 shares or roughly 5.42% of the common
stock of Ditech Holding Corp. as of Dec. 31, 2018.
About Ditech Holding Corporation
Ditech Holding and its subsidiaries --
http://www.ditechholding.com/-- are an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. Based in Fort Washington, Pennsylvania, the Company has
approximately 3,300 employees and services a diverse loan
portfolio.
Ditech Holding Corporation and certain of its subsidiaries,
including Ditech Financial LLC and Reverse Mortgage Solutions,
Inc., filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-10412) on Feb. 11, 2019, after reaching terms with lenders of a
Chapter 11 plan that will reduce debt by $800 million..
Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan
Lokey is acting as investment banking debt restructuring advisor
and AlixPartners LLP is acting as financial advisor to the Company
in connection with the financial restructuring. Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.
Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting
Inc. is acting as financial advisor to the Consenting Term Lenders.
DITECH HOLDING: Terms of $1.9-Bil. Loan from Barclays & Nomura
--------------------------------------------------------------
Ditech Holding Corporation, as guarantor, along with its wholly
owned subsidiaries, Ditech Financial LLC and Reverse Mortgage
Solutions, on February 8, 2019, entered into a commitment letter
with Barclays Bank PLC as Administrative Agent and as Buyer and
Nomura Corporate Funding Americas, LLC as Buyer, regarding the
terms of a master warehouse refinancing facilities, which, if
approved by the bankruptcy court, will provide the Company up to
$1.9 billion in available warehouse financing.
Proceeds of the DIP Facilities are intended to refinance RMS's and
Ditech Financial's existing warehouse and servicer advance
facilities and to fund Ditech Financial's and RMS' continued
business operations, providing the necessary liquidity to the
Debtors to implement the restructuring.
Specifically, under the DIP Facilities:
(i) up to $650 million will be available to fund Ditech
Financial's origination business:
Committed Commitment Applicable
Buyer Amount Percentage
--------- ---------- ----------
Barclays Bank PLC $422,500,000 65%
Nomura Corporate
Funding Americas $227,500,000 35%
---------- ----------
Total Commitments
under such Facility $650,000,000 100%
(ii) up to $1.0 billion will be available to RMS:
Committed Commitment Applicable
Buyer Amount Percentage
--------- ---------- ----------
Barclays Bank PLC $750,000,000 75%
Nomura Corporate
Funding Americas $250,000,000 25%
---------- ----------
Total Commitments
under such Facility $1,000,000,000 100%
(iii) up to $250 million will be available to finance the
advance receivables related to Ditech Financial's
servicing activities:
Committed Commitment Applicable
Buyer Amount Percentage
--------- ---------- ----------
Barclays Bank PLC $250,000,000 100%
Nomura Corporate
Funding Americas $0 0%
---------- ----------
Total Commitments
under such Facility $250,000,000 100%
In addition, the lenders under the DIP Facilities have agreed to
provide Ditech Financial, through the pendency of the Chapter 11
Cases, up to $1.9 billion in trading capacity for Ditech Financial
to hedge its interest rate exposure with respect to the loans in
Ditech Financial's loan origination pipeline.
The DIP loans mature on the earliest of (a) the effective date of a
plan of reorganization in any of the Cases, (b) the consummation of
a sale under section 363 of the Bankruptcy Code of all or
substantially all of the assets of the Debtors, and (c) 180 days
after the filing of the Cases. The entry into the DIP Facilities
will be subject to certain conditions precedent, including: (a)
Ditech Financial's and RMS' continued status as an approved issuer
and servicer with the GSEs and/or Ginnie Mae, as applicable; (b) no
material disruption of claim payments on FHA insured loans; and (c)
the entry by the Court of an interim order approving the DIP
Facilities of the Company. The DIP Facilities will contain
customary representations and warranties, covenants, and events of
default, including compliance with milestones and restrictions on
any asset sales outside of the ordinary course of business unless
the DIP Facilities are paid in full in cash.
A copy of the Commitment Letter is available at
https://bit.ly/2GM5oUi
The DIP Lenders may be reached at:
Joseph O'Doherty
Managing Director
BARCLAYS BANK PLC,
as Administrative Agent and Committed Buyer
- and -
Kelvin Ji
Managing Director
NOMURA CORPORATE FUNDING AMERICAS, LLC,
as a Committed Buyer
About Ditech Holding Corporation
Ditech Holding and its subsidiaries --
http://www.ditechholding.com/-- are an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. Based in Fort Washington, Pennsylvania, the Company has
approximately 3,300 employees and services a diverse loan
portfolio.
Ditech Holding Corporation and certain of its subsidiaries,
including Ditech Financial LLC and Reverse Mortgage Solutions,
Inc., filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-10412) on Feb. 11, 2019, after reaching terms with lenders of a
Chapter 11 plan that will reduce debt by $800 million..
Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan
Lokey is acting as investment banking debt restructuring advisor
and AlixPartners LLP is acting as financial advisor to the Company
in connection with the financial restructuring. Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.
Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting
Inc. is acting as financial advisor to the Consenting Term
Lenders.
DITECH HOLDING: Terms of Restructuring Support Agreement
--------------------------------------------------------
Before filing for bankruptcy protection, Ditech Holding Corporation
and certain of its direct and indirect subsidiaries, including
Ditech Financial LLC and Reverse Mortgage Solutions, on February 8,
2019, entered into a Restructuring Support Agreement with lenders
holding, as of February 11, 2019, more than 75% of the loans and
commitments outstanding under the Second Amended and Restated
Credit Agreement, dated as of February 9, 2018, by and among the
Company, as borrower, Credit Suisse AG, as administrative agent,
and the lenders party thereto.
Pursuant to the RSA, the Consenting Term Lenders and the Debtors
have agreed to the principal terms of a financial restructuring of
the Company, which will be implemented through a prearranged plan
of reorganization under chapter 11 of the Bankruptcy Code and which
provides for the restructuring of the indebtedness of the Company
through a recapitalization transaction that is expected to reduce
gross corporate debt by more than $800 million and provide the
reorganized Company with an appropriately sized working capital
facility upon emergence.
The RSA also provides for the continuation of the Company's
prepetition review of strategic alternatives, whereby, as a
potential alternative to the implementation of a Reorganization
Transaction, any and all bids for the Company or its assets will be
evaluated as a precursor to confirmation of any chapter 11 plan of
reorganization.
The Marketing Process will provide a public and comprehensive forum
in which the Debtors will seek bids or proposals for three types of
potential transactions. If a bid or proposal is received
representing higher or better value than the Reorganization
Transaction, it will either be incorporated into the Reorganization
Transaction or pursued as an alternative to the Reorganization
Transaction in consultation with the Consenting Term Lenders and
subject to the RSA.
The three types of transactions for which bids will be solicited
are:
* a "Sale Transaction" meaning, a sale of substantially
all of the Company's assets, as provided in the RSA;
* an "Asset Sale Transaction" meaning, the sale of a
portion of the Company's assets other than a Sale
Transaction consummated prior to Effective Date;
provided such sale shall only be conducted with the
consent of the Requisite Term Lenders; and
* a "Master Servicing Transaction" meaning, as part of
a Reorganization Transaction to the extent the terms
thereof are acceptable to the Requisite Term Lenders,
entry by the Company into an agreement or agreements
with an approved subservicer or subservicers whereby,
following the Effective Date, all or substantially all
of the Company's mortgage servicing rights are
subserviced by the New Subservicer.
The RSA presently contemplates the following treatment for certain
key classes of creditors under the Reorganization Transaction:
* DIP Warehouse Facility Claims
On the Effective Date, the holders of DIP Warehouse
Facility Claims will be paid in full in cash;
* Term Loan Claims
On the Effective Date, the holders of Term Loan Claims
will receive their pro rata share of new term loans under
an amended and restated credit facility agreement in the
aggregate principal amount of $400 million, and 100% of
the Company's new common stock, which will be privately
held;
* Second Lien Notes Claims
On the Effective Date, the holders of the Company's
9.00% Second Lien Senior Subordinated PIK Toggle Notes due
2024 will not receive any distribution;
* Go-Forward Trade Claims
On the Effective Date, holders of all Go-Forward Trade
Claims (i.e., trade creditors identified by the Company
(with the consent of the Requisite Term Lenders (as defined
in the RSA)) as being integral to and necessary for the
ongoing operations of New Ditech) will receive a
distribution in cash in an amount equaling a certain
percentage of their claim, subject to an aggregate cap; and
* Existing Equity Interests
On the Effective Date, holders of the Company's existing
equity will have their claims extinguished.
If the Debtors proceed to confirmation of a Sale Transaction, the
Debtors will distribute proceeds of such transaction in accordance
with the priority scheme under the Bankruptcy Code.
Under the RSA, within five business days following the earlier of
(a) the conclusion of the Marketing Process and (b) 95 days after
the Commencement Date -- earliest such date, the "Election Date" --
holders of at least 66-2/3% in aggregate principal amount
outstanding of the Term Loans -- Electing Term Lenders -- may
deliver a notice to the Company stating that the Electing Term
Lenders wish to consummate a transaction -- Elected Transaction --
as follows: (i) Reorganization Transaction, or (ii) Master
Servicing Transaction (as part of a Reorganization Transaction), or
(iii) Sale Transaction, and, if applicable, (iv) in connection and
together with an election of (i), (ii), or (iii), any Asset Sale
Transaction(s), provided that inclusion of any Asset Sale
Transaction(s) is not incompatible with successful consummation of
the elected transaction in (i), (ii) or (iii). If the Debtors do
not proceed with the Elected Transaction, the Consenting Term
Lenders can terminate the RSA.
The RSA obligates the Debtors and the Consenting Term Lenders to,
among other things, use commercially reasonable efforts to support
and not interfere with consummation of the Restructuring, and as to
the Consenting Term Lenders, vote to accept the Plan subject to the
receipt of solicitation materials in accordance with section
1125(g) and 1126 of the Bankruptcy Code. The RSA may be terminated
upon the occurrence of certain events, including, among other
requirements, the failure to meet specified milestones relating to
the filing, confirmation and consummation of the Plan, and in the
event of certain breaches by the parties under the RSA. Although
the Company intends to pursue the Restructuring in accordance with
the terms set forth in the RSA, there can be no assurance that the
Company will be successful in completing a restructuring or any
other similar transaction on the terms set forth in the RSA, on
different terms, or at all.
A copy of the RSA is available at https://bit.ly/2TMUn8Z
On February 8, 2019, the Company and, as applicable, certain of its
subsidiaries, entered into forbearance agreements with (i) certain
lenders holding greater than 50% of the sum of (a) the loans
outstanding, (b) letter of credit exposure and (c) unused
Commitments under the Credit Agreement at such time and the
administrative agent and collateral agent under the Credit
Agreement, (ii) the requisite buyers and variable funding
noteholders, as applicable, under the Warehouse Facility
Agreements, and (iii) Nomura Securities International, Inc., as
hedge counterparty under that certain Master Securities Forward
Transaction Agreement, dated as of May 20, 2013, between Nomura and
Ditech Financial.
Pursuant to the Forbearance Agreements, subject to certain terms
and conditions, the Credit Agreement Forbearing Parties, Warehouse
Lenders and Nomura have agreed to temporarily forbear from the
exercise of any rights or remedies they may have in respect of
certain existing and anticipated events of default or other
defaults or events of default arising out of or in connection
therewith. The Forbearance Agreements terminate on February 11,
2019, unless certain specified circumstances cause an earlier
termination.
Copies of the Forbearance Agreements are available at:
https://bit.ly/2DBxBu7
https://bit.ly/2IffKP1
https://bit.ly/2GFlQpy
The filing of the Bankruptcy Petitions triggers an event of
default, or, with respect to the Variable Funding Notes, an early
amortization event, that accelerated the Company's obligations
under these debt instruments:
* Indenture for the 9.00% Second Lien Senior Subordinated PIK
Toggle Notes due 2024 dated as of February 9, 2018 among the
Company, the guarantors party thereto and Wilmington Savings Fund
Society, FSB, as trustee, with respect to an aggregate outstanding
principal amount of $253.9 of Second Lien Notes, plus accrued and
unpaid interest thereon;
* Second Amended and Restated Credit Agreement, dated as of
February 9, 2018 (as amended or otherwise modified from time to
time), by and among the Company, as borrower, the lenders party
thereto and Credit Suisse AG, Cayman Islands Branch, as
administrative agent and collateral agent, with respect to an
aggregate outstanding principal amount of $961.4 million, plus
accrued and unpaid interest thereon;
* Amended and Restated Master Repurchase Agreement, dated as
of November 18, 2016, among Credit Suisse First Boston Mortgage
Capital LLC, as Administrative Agent on behalf of Buyers, Credit
Suisse AG, a company incorporated in Switzerland, acting through
its Cayman Islands branch, Alpine Securitization LTD, Barclays Bank
PLC, other Buyers from time to time and Ditech;
* Second Amended & Restated Master Repurchase Agreement, dated
February 21 November 30, 2017 but effective as of the Amendment
Effective Date, by and among Credit Suisse First Boston Mortgage
Capital LLC, Credit Suisse AG, acting through its Cayman Islands
Branch, Alpine Securitization LTD, Barclays Bank PLC, other Buyers
from time to time, RMS, and RMS REO CS, LLC and RMS REO BRC, LLC;
* Master Repurchase Agreement, dated as of April 23, 2018,
between Barclays Bank PLC, as purchaser and agent, and RMS, as
seller;
* Series 2018-VF1 Variable Funding Notes issued pursuant to
that certain Indenture, dated as of February 9, 2018, and effective
as of February 12, 2018, among Ditech Agency Advance Trust, as
issuer, Wells Fargo Bank, N.A., as indenture trustee, calculation
agent, paying agent and securities intermediary, Ditech Financial
LLC, as servicer and as administrator, and Credit Suisse First
Boston Mortgage Capital LLC, as administrative agent (the "Agency
Facility Variable Funding Notes");
* Series 2018-VF1 Variable Funding Notes issued pursuant to
that certain Indenture, dated as of February 9, 2018, and effective
as of February 12, 2018, among Ditech PLS Advance Trust II, as
issuer, Wells Fargo Bank, N.A., as indenture trustee, calculation
agent, paying agent and securities intermediary, Ditech Financial
LLC, as servicer and as administrator, and Credit Suisse First
Boston Mortgage Capital LLC, as administrative agent.
The filing of the Bankruptcy Petitions also triggers the
liquidation preference of the Company's convertible preferred
stock.
The Debt Instruments provide that as a result of the commencement
of the Chapter 11 Cases, the principal and accrued interest due,
and in the case of the Senior Notes, premium, if any, thereunder
shall be immediately due and payable, or with respect to the
Variable Funding Notes, would require an accelerated rate of
repayment (without giving effect to any forbearance from the
required noteholders). Any efforts to enforce such payment
obligations under the Debt Instruments against the Debtors are
automatically stayed by section 362(a) of the Bankruptcy Code as a
result of the filing of the Bankruptcy Petition, and the holders'
rights of enforcement in respect of the Debt Instruments against
the Debtor are subject to the applicable provisions of the
Bankruptcy Code.
About Ditech Holding Corporation
Ditech Holding and its subsidiaries --
http://www.ditechholding.com/-- are an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. Based in Fort Washington, Pennsylvania, the Company has
approximately 3,300 employees and services a diverse loan
portfolio.
Ditech Holding Corporation and certain of its subsidiaries,
including Ditech Financial LLC and Reverse Mortgage Solutions,
Inc., filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-10412) on Feb. 11, 2019, after reaching terms with lenders of a
Chapter 11 plan that will reduce debt by $800 million..
Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan
Lokey is acting as investment banking debt restructuring advisor
and AlixPartners LLP is acting as financial advisor to the Company
in connection with the financial restructuring. Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.
Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting
Inc. is acting as financial advisor to the Consenting Term Lenders.
DN ENTERPRISES: Taps Dvorak Law Group as Legal Counsel
------------------------------------------------------
DN Enterprises, Inc. received approval from the U.S. Bankruptcy
Court for the District of Nebraska to hire Dvorak Law Group LLC as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm's hourly rates range from $100 to $400.
Patrick Turner, Esq., at Dvorak, disclosed in a court filing that
he and his firm are "disinterested" as defined in section 101(14)
of the Bankruptcy Code.
Dvorak can be reached through:
Patrick R. Turner, Esq.
Dvorak Law Group, LLC
13625 California Street, Suite 110
Omaha, NE 68154
Tel: 402-934-4770
Email: pturner@ddlawgroup.com
About DN Enterprises Inc.
DN Enterprises, Inc., owns and operates approximately 35
residential properties as rental investments. DN Enterprises
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Case No. 18-81526) on Oct. 20, 2018. At the time of the
filing, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. The case is assigned
to Judge Thomas L. Saladino. Dvorak Law Group, LLC, is the
Debtor's counsel.
DN ENTERPRISES: Taps Landmark Group as Property Manager
-------------------------------------------------------
DN Enterprises, Inc., received approval from the U.S. Bankruptcy
Court for the District of Nebraska to hire property manager
Landmark Group.
The firm will assist the Debtor in dealing with tenants and leasing
issues, collect rents and deposits, and generally assist the Debtor
in its operations.
Landmark Group will charge 8% of rent collected each month as a
management fee and 50% of one month's rent for each year lease
signed. The leasing fee will be charged on new leases.
David Paladino, president of Landmark Group, disclosed in a court
filing that his firm does not represent any interest adverse to the
Debtor and its bankruptcy estate.
The firm can be reached through:
David J. Paladino
Landmark Group
2702 Douglas St.
Omaha, NE 68131
Phone: +1 402-553-8111
About DN Enterprises
DN Enterprises, Inc., owns and operates approximately 35
residential properties as rental investments. DN Enterprises
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Case No. 18-81526) on Oct. 20, 2018. At the time of the
filing, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. The case is assigned
to Judge Thomas L. Saladino. Dvorak Law Group, LLC, is the
Debtor's counsel.
E & J MACON: Feb. 28 Plan Confirmation Hearing
----------------------------------------------
The hearing at which the Court will determine whether to confirm
the Third Amended Plan of E & J Macon LLC, 1596 Pacific Realty LLC,
1049 Bergen Realty LLC, and 401 Macon Realty LLC will take place
on February ,28, 2019, before the Honorable Nancy Hershey Lord,
United States Bankruptcy Judge, at the United States Bankruptcy
Court, Courtroom 1595 in the Conrad B. Duberstein U.S. Courthouse,
271-C Cadman Plaza East, Brooklyn, New York 11201.
Objections to the confirmation of the Third Amended Plan must be
filed with the Court and served upon:
Teitelbaum Law Group, LLC
1 Barker Avenue, 3rd Floor
White Plains, NY 10601
Attn: Jay Teitelbaum, Esq.
Email: jteitelbaum@tblawllp.com
by February 21, 2019 such as to be received by 5 p.m. on such
date.
Subsequent to the filing of the Second Amended Plan and Second
Amended Disclosure Statement, counsel for the Debtors and Bonifacio
reached an agreement in principal as to the resolution of the
Bonifacio Claim. The terms of the settlement will be reflected in a
Stipulation and Order submitted to the Court. In summary, the
Bonifacio Claim will be allowed as an unliquidated claim and
Bonifacio shall have recourse only as against available insurance
proceeds. The automatic stay will be modified to permit Bonifacio
to pursue his state law claims. There shall be no distribution of
any property of the estate on account of the Bonifacio Claim. There
shall be no reserve for the Bonifacio Claim. The Debtors shall be
discharged of any liability on account of the Bonifacio Claim.
Subsequent to January 25, 2019, counsel for Debtors and Bonifacio
reached an agreement in principal as to the resolution of the
Bonifacio Claim and its treatment under the Third Amended Plan.
The Bonifacio Settlement will be reflected in a Stipulation and
Order submitted to the Court for approval. The general terms of
the Bonifacio Settlement are:
-- The Bonifacio Claim is allowed in an unliquidated amount and
any recovery from the Debtors is limited to the extent of any
available insurance coverage of the Debtors.
-- The Bonifacio Claim shall receive no distribution from
property of the estate under the Third Amended Plan or otherwise.
-- No funds shall be reserved for payment of this claim.
-- The Bonifacio Claim shall be discharged upon the Effective
Date and appropriate injunction against pursuit against the Debtor
401 Macon.
-- Bonifacio shall not seek any damages from any third party
which may give rise to a claim of indemnity or contribution from
the Debtor.
-- Upon approval of the settlement of the Bonifacio Claim, the
proof of claim shall be deemed amended claim in an unliquidated
amount and subject to the terms of the Bonifacio Settlement.
The Debtor will consent to relief from the stay to allow the state
court action to proceed subject to the settlement.
The Bonifacio Claim is now included in Exhibit C hereto and such
claim no longer presents a material risk to the reorganization.
A full-text copy of the Disclosure Statement dated February 4,
2019, is available at https://tinyurl.com/y2nz9sf2 from
PacerMonitor.com at no charge.
A redlined version of the Final Amended Disclosure Statement is
available at http://tinyurl.com/y65oz47yfrom PacerMonitor.com at
no charge.
About E & J Macon
E & J Macon LLC is a closely-held limited liability company in
Brooklyn, New York, engaged in leasing real estate properties. It
does not presently own assets or operate a business, but commonly
owned entities 1049 Bergen Realty LLC, 1596 Pacific Realty LLC, and
401 Macon Realty LLC, own and operate three properties commonly
known as 1596 Pacific Street, Brooklyn, N.Y.; 1049 Bergen Street,
Brooklyn, N.Y.; and 401 Macon Street, Brooklyn, N.Y., which are
multi-family and mixed use building.
E & J Macon filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 18-40321) on Jan. 19, 2018. In the petition
signed by Ervin Johnson, Jr., managing member, the Debtor estimated
its assets and liabilities at between $1 million and $10 million.
Judge Nancy Hershey Lord presides over the case. Jay Teitelbaum,
Esq., at Teitelbaum Law Group, LLC, serves as the Debtor's
bankruptcy counsel.
EAGLE REBAR: Disclosures OK'd; Plan Hearing Set for March 14
------------------------------------------------------------
Bankruptcy Judge Katharine M. Samson approved Eagle Rebar and Cable
Co., Inc.'s disclosure statement in support of its chapter 11 plan
dated Nov. 26, 2019.
March 7, 2019 is fixed as the last day for filing written
objections to confirmation of the Plan, and the last day for
submitting ballots of acceptance or rejection of the Plan.
A hearing on confirmation of the Plan will be held on March 14,
2019, at 1:30 p.m., in the Bankruptcy Courtroom, 7th Floor, Dan M.
Russell, Jr. U.S. Courthouse, 2012 15th Street, Gulfport,
Mississippi.
About Eagle Rebar and Cable
Eagle Rebar and Cable Co., Inc., is a privately held steel erecting
company in Gulfport, Mississippi. Eagle Rebar and Cable filed a
Chapter 11 petition (Bankr. S.D. Miss. Case No. 18-50328) on Feb.
23, 2018, estimating $1 million to $10 million in assets and
liabilities. Billy R. Moore, director/vice president, signed the
petition. The case is assigned to Judge Katharine M. Samson. Craig
M. Geno, Esq., at Craig M. Geno, PPLC, is the Debtor's counsel.
EDWARD DAWSON: Grishko Buying Spokane Residential Property for $40K
-------------------------------------------------------------------
Edward A. Dawson and Marcia A. Meade ask the U.S. Bankruptcy Court
for the Eastern District of Washington to authorize the sale of
property and home commonly known as 2722 E. Everett Avenue,
Spokane, Washington to Dan Grishko and/or Inland Northwest Home
Buyers for $40,118.
The Debtors further ask the Court for an Order approving the sale
free and clear of and interests, including, but not limited to, the
following: Liens, Judgments and Warrants identified as numbers 4
through 16 on Exhibit 1. They further ask the Court for an Order
that Liens will attach to the proceeds of sale, except those
numbered 7 (Minch-Schroeder), and 14 (State of Washington - a
duplicate of #13), in the same manner and with the same priority as
attach to Everett Avenue, subject to the reasonable costs of
administration of the Chapter 11 estate and subject to the
disbursement provisions following.
The Debtors ask for an Order that at closing, the following
disbursements will be made:
1. General and delinquent real estate taxes shown as numbers
1, 2, and 3 on Exhibit 1;
2. City of Spokane liens, to the extent valid and unavoidable,
shown as numbers 4 and 5 on Exhibit 1;
3. To the extent valid, unavoidable, and non-duplicative,
warrants listed as numbers 8, 9, 10, 11, 12, 13, and 15 and lien
listed as number 16 on Exhibit 1; and
4. To the Debtors' estate account the sum of $15,308, the
amount of the avoidable lien of number 7 on Exhibit 1.
The Debtors ask for an Order approving the $10,000 disbursement to
them for payment of ordinary business expenses.
Finally, they ask the Court to shorten the time period to object to
their proposal to a period equal to 12 days from mailing the Notice
to Creditors Re: Motion to Sell Real Estate Free and Clear of Liens
and Interests, Disburse Certain Proceeds of Sale, and Shorten Time
Period to Object.
A copy of Exhibit 1 attached to the Motion is available for free
at:
http://bankrupt.com/misc/Edward_Dawson_152_Sales.pdf
Counsel for the Debtors:
SOUTHWELL & OROURKE, P.S.
960 Paulsen Center
W. 421 Riverside Avenue
Spokane, WA 99201
Telephone: (509) 624-0159
E-mail: dorourke@southwellorourke.com
Edward A. Dawson and Marcia A. Meade sought Chapter 11 protection
(Bankr. E.D. Wash. Case No. 18-01857) on June 29, 2018. The
Debtors tapped Dan ORourke, Esq., at Southwell & ORourke as
counsel.
ELEMENT SOLUTIONS: S&P Raises Sr. Unsecured Note Rating to 'BB-'
----------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Element
Solutions Inc.'s (formerly Platform Specialty Products Corp.)
senior unsecured notes due 2025 to 'BB-' from 'B+' and revised its
recovery rating on the notes to '4' from '5'. The '4' recovery
rating indicates S&P's expectation for average (30%-50%; rounded
estimate: 30%) recovery in the event of a payment default.
S&P said, "We raised our issue-level rating on Element's senior
unsecured notes due 2025 following the completion of the sale of
its Agricultural Solutions segment to UPL Ltd., the completion of
the refinancing of its new capital structure, and the repayment of
its existing debt except for the $800 million unsecured notes due
2025. All of our other ratings on Element Solutions Inc. remain
unchanged."
"We indicated in our previous research update that we would raise
our ratings on these notes once the company's new capital structure
was in place," S&P said.
RATINGS LIST
Element Solutions Inc.
Issuer Credit Rating BB-/Stable/--
Rating Lowered; Recovery Rating Revised
To From
Element Solutions Inc.
Senior Unsecured Notes Due 2025 BB- B+
Recovery Rating 4(30%) 5(10%)
ERI AMERICA: Plan and Disclosures Hearing Scheduled for March 12
----------------------------------------------------------------
Bankruptcy Judge Donald R. Cassling is set to hold a combined
hearing on March 12, 2019 at 10:00 a.m. to consider approval of the
proposed disclosure statement and confirmation of the plan of
liquidation filed by ERI America, Inc.
Ballots accepting or rejecting the plan, and objections to
confirmation of the plan and approval of the disclosure statement
must be filed on or before March 5, 2019.
A full-text copy of the Plan is available at
http://tinyurl.com/y5rcoag3from PacerMonitor.com at no charge.
About ERI America Inc.
ERI America, Inc. -- http://www.eri-america.com/-- offers a broad
range of tooling and tool holding solutions from standards to
specials. It is headquartered in Lake Zurich, Illinois.
ERI America sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 18-11597) on April 20, 2018. In
the petition signed by Frank J. Fullone, president, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge Donald R. Cassling presides over the
case. The Debtor employed Cohen & Krol as its legal counsel.
ERNEST VICKNAIR: Falgoust Buying 10% Interest in Hamilton for $20K
------------------------------------------------------------------
Patrick J. Gros, the Disbursing Agent of Ernest A. Vicknair, Jr.,
asks the U.S. Bankruptcy Court for the Eastern District of
Louisiana to authorize the bidding procedures in connection with
the sale of the Debtor's 10% interest in Hamilton, LLC to Quentin
Falgoust or his designee for $20,000, subject to overbid.
Hamilton is a Louisiana limited liability company which was formed
on Jan. 7, 2004. The Debtor is a member in Hamilton and holds a
10% membership interest therein. Upon information and belief,
Hamilton's primary asset is a piece of undeveloped agricultural
land acquired on Jan. 21, 2004 and described as a certain tract of
land situated in the Parish of Lafourche, State of Louisiana, about
three miles below Thibodaux, on the left descending bank of Bayou
Lafourche, in Section 64, Township 15 South, Range 17 East, and in
Section 81, Township 14 South, Range 17 East, measuring three
arpents from more or less in width by a depth to the eighty arpent
line, with the side lines opening as they recede from the Bayou;
the front or South line of said property beginning at a point 1070'
North of the right of way of State Highway #308; bounded on the
West by property of Clement L. Hebert, now or formerly, on the East
by property of Salvadore Morello, on the North by property of
Laurel Valley Planting Co., Inc. and Mrs. Zephirin Boudreaux, now
or formerly, and on the South by other property of Mrs. Edna
McDonald Verdin. Together with all rights, ways, privileges, and
servitudes thereunto belonging or in anywise appertaining.
hrough the efforts of the Disbursing Agent and realtor Kathy
Neugent, the Disbursing Agent received an initial offer from
Quentin Falgoust to purchase the Hamilton Interest for a total of
$15,000. On Nov. 28, 2018, the Disbursing Agent filed the first
motion to approve the sale of the Hamilton Interest and a hearing
was initially scheduled to be held on Dec. 19, 2018.
On Nov. 30, 2018, the counsel received a request for additional
information from another potential purchaser interested in
submitting a higher bid for the Hamilton Interest. On Dec. 11,
2018, the Disbursing Agent was contacted by Nicholas Zeringue, the
Manager of Hamilton who produced to the Disbursing Agent a copy of
the Operating Agreement of Hamilton, LLC dated Dec. 15, 2003.
The communication from Mr. Zeringue indicated that either the
existing members or Hamilton, LLC itself intended to exercise
rights to purchase the Hamilton Interest pursuant to Section 12 of
the Operating Agreement of Hamilton, LLC. On Dec. 14, 2018, the
counsel for the Proposed Purchaser increased the proposed purchase
price for the Hamilton Interest to $20,000.
On Jan. 8, 2019, the Disbursing Agent sought a further continuance
of the hearing on the First Motion from Jan. 16, 2019 to Feb. 20,
2019 which was granted by the Order of the Court entered on that
same date.
In light of the interest received from multiple parties including
existing members of Hamilton, and in order to address the issues
presented by Section 12 of the Operating Agreement of Hamilton,
LLC, the Disbursing Agent proposes to conduct an auction at which
he
will present the Hamilton Interest for sale. The prevailing bidder
at such auction may be required to inter into one or more
agreements to purchase the Hamilton Interest including, but not
limited to, agreements and acknowledgments required pursuant to the
Operating Agreement of Hamilton, LLC.
The Disbursing Agent proposes that the auction process be governed
by the Bid Procedures and submits that the Bid Procedures will
ensure that maximum value is obtained through the Auction of the
Hamilton Interest.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: 48s hours prior to the Auction
b. Initial Bid: The Disbursing Agent, after consultation with
his counsel, will evaluate Qualified Bids and identify the
Qualified Bid that is, in his reasonable, good faith business
judgment, the highest or otherwise best Bid.
c. Auction: The Auction will occur on the date, time, and
location to be established at the hearing regarding the Bid
Procedures Order.
d. Bid Increments: $500
The Disbursing Agent proposes to serve the Notice Parties with the
Sale Notice no later than 21 days prior to the Bid Deadline.
The Disbursing Agent asks the entry of the Sale Order (a)
authorizing the sale of the Hamilton Interest to the Proposed
Purchaser, or other Successful Bidder(s), free and clear of liens,
claims, and interests, with liens, claims, and interests attaching
to the proceeds; (b) abrogating the 14-day stay imposed by Rule
6004(h) of the Federal Rules of Bankruptcy Procedures; and (c)
granting such other related and appropriate relief.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/Ernest_Vicknair_484_Sales.pdf
About the Debtor
Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D.
La. Case No. 17-11059) on April 27, 2017.
The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm,
LLC, as counsel.
On April 9, 2018, the Court confirmed the Debtor's Plan of
Reorganization as of Dec. 4, 2017 with Immaterial Modifications as
of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the
Disbursing Agent.
On June 21, 2018, the Court approved Tiffany Mohre and Kathy
Neugent as realtors.
EXTREME REACH: S&P Reinstates BB- Rating on Rev. Credit Facility
----------------------------------------------------------------
S&P Global Ratings on Feb. 12 reinstated its 'BB-' issue-level
rating and '1+' recovery rating on Extreme Reach Inc.'s senior
secured first-out revolving credit facility, which were withdrawn
in error on Feb. 8, 2019.
S&P also revised the revolving credit facility's maturity according
to the terms of the revolving credit agreement amendment dated Feb.
6, 2019, extending the maturity date to May 7, 2019, from Feb 7,
2019.
RATINGS LIST
Extreme Reach Inc.
Issuer Credit Rating B-/Watch Neg
Ratings Reinstated
To From
Extreme Reach Inc.
Senior Secured BB-/Watch Neg NR
Recovery Rating 1+(100%) NR
FC GLOBAL: Gadsden Completes Acquisition of Mission Hills Square
----------------------------------------------------------------
As previously disclosed, on Nov. 8, 2018, FC Global Realty
Incorporated entered into an agreement and plan of merger with FC
Merger Sub, Inc., a Maryland corporation and wholly-owned
subsidiary of FC Global ("FC Merger Sub"), Gadsden Growth
Properties, Inc., a Maryland corporation, and Gadsden Growth
Properties, L.P., a Delaware limited partnership, pursuant to
which, subject to the terms and conditions of the Merger Agreement,
FC Merger Sub will merge with and into Gadsden, with Gadsden
surviving the merger as a wholly-owned subsidiary of FC Global,
which shall have been converted into Gadsden Properties, Inc., a
Maryland corporation, immediately prior to the merger. As
previously disclosed, on Dec. 27, 2018, Jan. 14, 2019 and Jan. 25,
2019, the parties entered into agreements to amend certain
provisions of the Merger Agreement.
Pursuant to the Merger Agreement, the parties agreed that GPI
common stock will be exchanged for Gadsden common stock at an
exchange ratio of 21.529. That exchange ratio is subject to
adjustment if, among other things, certain scheduled investments
are acquired within a specified time frame. One of such scheduled
investments is Mission Hills Square, a mixed-use ground up
development that includes 158 apartment homes and 53,900 square
feet of retail space. In a press release issued Feb. 11, 2019,
Gadsden announced that it had completed the acquisition of Mission
Hills Square. The extent of the adjustment to the merger exchange
ratio will depend upon the net asset value contribution that
results from the Mission Hills Square acquisition.
About FC Global Realty
Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated
(and its subsidiaries) founded in 1980, is transitioning from its
former business as a skin health company to a company focused on
real estate development and asset management, concentrating
primarily on investments in high quality income producing assets,
hotel and resort developments, residential developments and other
opportunistic commercial properties. The company is headquartered
in New York.
As of Sept. 30, 2018, the Company had $5.36 million in total
assets, $4.62 million in total liabilities, and $740,000 in total
stockholders' equity.
The report from the Company's independent accounting firm Fahn
Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
incurred net losses for each of the years ended Dec. 31, 2017 and
2016 and has not yet generated any revenues from real estate
activities. As of Dec. 31, 2017, there is an accumulated deficit
of $134.45 million. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
FLAMBEAUX GAS: Plan Outline Approval Hearing Set for March 8
------------------------------------------------------------
Bankruptcy Judge Elizabeth W. Magner will convene a hearing on
March 8, 2019 at 11:00 a.m. to consider approval Flambeaux Gas &
Electric Lights, L.L.C.'s disclosure statement referring to its
chapter 11 plan filed on Jan. 28, 2019.
March 1, 2019, is fixed as the last day for filing written
objections to said Disclosure Statement.
A full-text copy of the Disclosure Statement is available at
http://tinyurl.com/yy84ghzyfrom PacerMonitor.com at no charge.
About Flambeaux Gas & Electric Lights
Flambeaux Gas & Electric Lights L.L.C. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
18-11979) on July 31, 2018, listing under $1 million in both assets
and liabilities. Congeni Law Firm LLC, led by founding partner Leo
D. Congeni, is the Debtor's bankruptcy counsel.
FLORIDA COSMETOGYNECOLOGY: Seeks Access to Cash Until March 21
--------------------------------------------------------------
Florida Cosmetogynecology PLLC seeks authorization the U.S.
Bankruptcy Court for the Southern District of Florida to continue
to use the cash collateral of Merchant Cash and Capital, LLC, d/b/a
Bizfi Funding to, and including, March 21, 2019.
The Debtor intends to use cash collateral in accordance with the
budget, so long as the aggregate of all expenses of the Debtor do
not exceed the amount in the Projected Budget for the Debtor by a
10% percent variance. The proposed budget provides gross
disbursements $25,195 per month for the months of February 2019 to
March 2019.
The Debtor filed its Disclosure Statement and Plan of
Reorganization on Nov. 16, 2018. The Court approved the Debtor's
Disclosure Statement and scheduled a hearing on the Debtor's Plan
of Reorganization for March 21, 2019 at 1:30 p.m.
The current order authorizing the use of cash collateral permits
the use of cash collateral to Jan. 30, 2019. Accordingly, the
Debtor requests the Court to extend the authorization of the use of
cash collateral to, and including, March 21, 2019, without a
provision for adequate protection.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/flsb17-23003-87.pdf
About Florida Cosmetogynecology
Florida Cosmetogynecology, PLLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on Oct.
27, 2017. In the petition signed by Joel Borgella, managing
member, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000. Judge Paul G. Hyman, Jr., is
handling the case. Chad T. Van Horn, Esq., at Van Horn Law Group,
Inc., represents the Debtor.
FRANK INVESTMENTS: Stone Harbor Buying Ventnor Property for $350K
-----------------------------------------------------------------
Frank Investments, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida to authorize the sale of the real
property located at 5207 and 5213 Ventnor Avenue, Ventnor, New
Jersey to Stone Harbor Theatre, LLC for $350,000, nunc pro tunc to
Aug. 20, 2018.
The Debtor estimates the value of the Property to be approximately
$325,000. Pursuant to a 2014 omnibus loan modification between The
Bancorp Bank, the Debtor and several affiliates, the Property was
cross-collateralized in order to secure repayment of a consolidated
note owing to Bancorp in the amount of $19.5 million. Bancorp has
filed a proof of claim in this bankruptcy case that asserts some
$17.2 million still owing under the note. The claim is secured by
several items of collateral, including the Property. Upon
information and belief, said collateral was fully encumbered by
Bancorp's security interest as of the Petition Date.
The Property consists of a movie theater and several storefronts.
The theater was last operational in the early 1990's. The Debtor
historically leased certain of the storefronts to tenants, but has
been unable to do so since Hurricane Sandy struck New Jersey in
2012. The Debtor derives no revenue from the Property and incurs
administrative expenses owning the Property, such as real estate
taxes.
Prior to the Petition Date, on April 25, 2018, the Debtor entered
into a contract to sell the Property to third party, the Buyer, for
$350,000. The closing of the sale was to originally scheduled take
place prepetition, on May 31, 2018, but was later extended to
Monday Aug. 20, 2018, or three days following the Petition Date.
The extension was due to investigating and testing underground
storage tanks on the Property. The Buyer ultimately agreed to be
responsible for the tanks after the Debtor agreed to contribute a
portion of the investigative cost. Additionally, the property was
under a demolition order from the City of Ventnor, New Jersey.
On Aug. 20, 2018 Bancorp issued correspondence to the Debtor
regarding the sale. Through the Letter, Bancorp consented to the
sale based on a HUD-1 settlement statement showing $269,054 in net
proceeds being paid to Bancorp following payment of: (a) customary
settlement charges, (b) $15,000 being paid to the Debtor's real
estate counsel, Astor Weiss Kaplan & Mandel, LLP and (c) $35,000
being paid to the Debtor's broker, Long & Foster.
The sale closed on Aug. 20, 2018 and, upon information and belief,
the sale proceeds were disbursed in accordance with the Letter and
HUD-1. Through the Motion, the Debtor respectfully asks that the
Court approve the sale, and authorize the transfer of the Property
free and clear of all liens, claims and encumbrances nunc pro tunc
to Aug. 20, 2018.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Frank_Investments_169_Sales.pdf
The Purchaser:
STONE HARBOR THEATRE, LLC
42 Rehoboth Ave., Suite 23
Rehoboth Beach, DE 19971
About Frank Investments
Each of Frank Investments, Frank Theatres and Frank Entertainment
is an affiliate of Rio Mall, LLC, which sought bankruptcy
protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018.
Rio Mall, LLC, owns and operates commercial real property that
comprises the shopping center known as Rio Mall located at 3801
Route 9 South, Rio Grande, New Jersey.
Frank Entertainment Companies, LLC owns, operates, develops and
manages entertainment venues including nickelodeons, motion picture
theatres, arcades, restaurants, nightclubs, water parks, bowling
centers, game centers, skate parks, and other real estate
properties.
Frank Investments, Inc., based in Jupiter, FL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-20019) on Aug. 17, 2018. The Hon. Erik P. Kimball
(18-20019), and Hon. Mindy A. Mora (18-20022 and 18-20023) oversee
the cases.
In the petitions signed by Bruce Frank, president, Frank
Investments and Frank Entertainment estimated $10 million to $50
million in assets and liabilities; Frank Theaters, $10 million
to $50 million in assets and $50 million to 100 million in
liabilities.
Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A.,
serves as bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
FREMONT INVESTMENT: Foreclosure Judgment in Favor of WFB Upheld
---------------------------------------------------------------
Defendant Lawson Ho-Shing in the case captioned WELLS FARGO BANK
N.A., Plaintiff-Respondent, v. LAWSON HO-SHING ALSO KNOWN AS LAWSON
H. HO-SHING, Defendant-Appellant, AUDREY HO-SHING, ET AL.,
Defendants, 380685, 6956 (N.Y. App. Div.) appeals from the judgment
of foreclosure of the Supreme Court, Bronx County entered on or
about May 18, 2017, bringing up for review an order of the same
court and Justice, entered on or about April 6, 2017, which denied
his CPLR 5015(a)(3) motion to vacate an order of the same court
entered Jan. 28, 2016, which granted plaintiff's motion for summary
judgment and/or default judgment on its complaint, and denied
defendant's CPLR 3024(b) motion to strike an affidavit of merit.
Upon review, the Appellate Division of the Supreme Court of New
York affirmed the judgment of foreclosure of the Supreme Court,
Bronx County.
In this mortgage foreclosure action, Supreme Court granted
plaintiff Wells Fargo Bank, N.A.'s unopposed motion for summary
judgment and referred the matter to a referee to determine the
amount owed under the consolidated mortgage and note. The Court
finds that Supreme Court properly denied the motion of pro se
defendant Lawson Ho-Shing to vacate the summary judgment order, as
both his claim of fraud and his standing defense lack merit. The
Court also finds that the court properly denied defendant's motion
to strike an affidavit pursuant to CPLR 3024(b).
The Defendant seeks to raise questions about the original loan from
Fremont. In particular, he contends that Wells Fargo lacks standing
to foreclose on the consolidated mortgage and loan because the
original loan originator, Fremont Investment & Loan, filed for
Chapter 11 bankruptcy on June 18, 2008, at which point Fremont's
interest in the original loan became part of its bankruptcy estate.
Defendant also focuses on the fact that MERS assigned the original
mortgage to Wells Fargo on Oct. 18, 2010, following execution of
the consolidated loan papers on February 20, 2008. Defendant claims
that it is undisputed that MERS's assignment was not approved by
the bankruptcy court, and hence the assignment was invalid,
depriving Wells Fargo of standing.
As to the original loan from Fremont, that note was consolidated
with and superseded by the consolidated note under the CEMA in
February 2008, which identified Wells Fargo as the payee and
mortgagee and therefore is irrelevant to defendant's standing
analysis. Thus, any issues concerning Fremont's bankruptcy
reorganization in January 2009, which occurred after consolidation
of the notes and mortgage, are of no moment. The 2005 Fremont note
was superseded and no longer in existence at the time of the
Fremont bankruptcy. As the dissent recognizes, Wells Fargo is not
seeking to foreclose on the 2005 note and thus is not required to
demonstrate anything with regard to that note.
The Defendant's claims regarding the assignment of the mortgage in
2010 are also unavailing, as only the consolidated note, and not
the mortgage, is relevant to the standing analysis (see Aurora, 25
NY3d at 361). Further, the assignment of the Fremont mortgage in
2010 was clearly a ministerial act and had no bearing on the
earlier valid transfer of the note.
The Court also finds that Supreme Court properly denied defendant's
motion to strike the Stonehocker affidavit. Simply, the Stonehocker
affidavit is not a pleading, and hence is not subject to being
struck under CPLR 3024(b), and (as Supreme Court found) defendant
failed to comply with 3024(c), which requires service of notice of
a motion to strike within 20 days of service of a challenged
pleading. In any event, the Stonehocker affidavit states only that
defendant defaulted on his loan obligations and was sent 90-day
pre-foreclosure notice, and is not scandalous or prejudicial, as
defendant claimed.
Accordingly, the judgment of foreclosure, Supreme Court, Bronx
County entered on or about May 18, 2017, bringing up for review an
order, same court and Justice, entered on or about April 6, 2017,
which denied defendant Lawson Ho-Shing's CPLR 5015(a)(3) motion to
vacate an order entered Jan. 28, 2016, which granted plaintiff
Wells Fargo Bank's motion for summary judgment and/or default
judgment on its complaint, and denied defendant's CPLR 3024(b)
motion to strike an affidavit of merit, is affirmed, without
costs.
A copy of the Court's Decision dated Jan. 8, 2019 is available at
https://bit.ly/2WYHQS0 from Leagle.com.
Lawson Ho-Shing, appellant pro se.
Hogan Lovell, US LLP, New York ( Leah Edmunds , David Dunn and Cava
Brandriss of counsel), for respondent.
FULLBEAUTY BRANDS: Davis Polk Advises Agent Under ABL Facility
--------------------------------------------------------------
Davis Polk advised the administrative agent under the $100 million
prepetition asset-based revolving credit facility (the "ABL
Facility") of FullBeauty Brands Holdings Corp. and its affiliates
("FullBeauty") in connection with FullBeauty's successful
prepackaged chapter 11 restructuring.
The Bankruptcy Court for the Southern District of New York
confirmed FullBeauty's plan of reorganization less than 24 hours
after the company filed for bankruptcy, a record-breaking pace.
Upon FullBeauty's emergence from chapter 11 on February 7, 2019,
the ABL Facility was repaid in full in cash from the proceeds of
FullBeauty's new asset-based revolving credit facility.
FullBeauty's plan of reorganization was supported by 100% of its
impaired creditors, and deleveraged the company's balance sheet by
approximately $900 million.
FullBeauty is an online-only retailer of plus-sized apparel.
FullBeauty's brands include Woman Within, Roaman's, Jessica London,
ellos, swimsuitsforall, KingSize, Brylane Home and fullbeauty.com.
The Davis Polk restructuring team included partner Darren S. Klein
and associates Aryeh Ethan Falk, Jacob Weiner and Zachary Levine.
The credit team included partner Kenneth J. Steinberg and associate
Scott G. Johnsson. All members of the Davis Polk team are based in
the New York office.
FTI Consulting, Inc. acted as financial adviser to the
administrative agent.
About FullBeauty Brands
Founded in 1901, FullBeauty Brands Holdings Corp. is a
direct-to-consumer retailer in the U.S. plus-size apparel market
with over $825.3 million in direct plus-size sales in 2018. The
company serves both women and men, offering an assortment of
plus-size apparel, swimwear, footwear, and home decor. Each of
FullBeauty's seven brands provide a solution targeted to specific
customer needs. In addition to these brands, the company operates
its website -- fullbeauty.com -- which offers a selection of its
plus-size clothing, footwear, and accessories products across
brands.
FullBeauty maintains one 750,000-square-foot fulfillment center in
Indianapolis, and a secondary 740,000-square-foot facility in
Plainfield, Indiana. Proprietary brands under the FULLBEAUTY
Brands Inc. umbrella include: Woman Within, Roaman's, Jessica
London, Swimsuits For All, Ellos, KingSize, BrylaneHome, and
fullbeauty.com.
FullBeauty Brands Holdings Corp. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 19-22185 to 19-22193) on Feb. 3, 2019.
FullBeauty disclosed $990 million in assets and $1.462 billion in
liabilities, based on book value as of Dec. 29, 2018.
The cases are assigned to Judge Robert D. Drain.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; AlixPartners, LLP as
financial advisor; PJT Partners LP as restructuring advisor; Ernst
& Young LLP as tax advisor; and Prime Clerk LLC as claims and
noticing agent.
FULLBEAUTY BRANDS: Files Joint Prepackaged Chapter 11 Plan
----------------------------------------------------------
FullBeauty Brands Holdings Corp. and affiliates filed a disclosure
statement in support of its joint prepackaged chapter 11 plan.
The Plan implements a pre-packaged restructuring agreed to among
the Debtors and the Debtors major stakeholders, including an ad hoc
committee comprised of holders of approximately 99% of the First
Lien Claims, an ad hoc committee comprised of holders of
approximately 95% of holders of the Second Lien Claims, and the
Debtors' prepetition equity sponsors and certain of their
affiliated entities and investment funds, which restructuring will
result in a significant deleveraging of the Debtors' capital
structure.
The anticipated benefits of the Plan include, without limitation
the following:
(a) Conversion of approximately $782 million of the First Lien
Credit Facility to a combination of equity, $175 million of a new
first lien facility, and up to $35 million of a new junior loan;
(b) Conversion of approximately $345 million of the Second Lien
Credit Facility to a combination of equity, warrants, and $15
million of a new junior loan;
(c) Prompt emergence from chapter 11; and
(d) A new money capital infusion in the form of a $30 million
exit first lien facility, backstopped by certain of the First Lien
Lenders.
The Plan provides for a comprehensive restructuring of the Debtors'
prepetition obligations, preserves the going-concern value of the
Debtors' businesses, maximizes all creditor recoveries, and
protects the jobs of the Debtors' invaluable employees. To evidence
their support of the Debtors’ restructuring, the Debtors and
their key stakeholders executed the Restructuring Support
Agreement. Important terms of the plan include:
(a) Each Holder of First Lien Claims will receive its Pro Rata
Share of the following:
* $175 million in aggregate principal amount of the New First
Lien Term Loan;
* at least 87.5% of the New Common Stock (subject to dilution as
set forth in the Plan);
* the opportunity to elect to receive, in lieu of its share of
the New Common Stock (which forfeited shares shall be distributed
to non-electing Holders Pro Rata), a principal amount of the New
Junior Loan that is equal to 85% of the Exchange Benchmark Value
(which is $79 million or the mid-point range of the Plan Equity
Value) of its original New Common Stock distribution (i.e., a 15%
discount to its Pro Rata share of the Exchange Benchmark Value of
its original New Common Stock distribution). This election can be
made by checking the applicable Item 3 in the Class 5 Ballot.
(b) Each Holder of an Allowed Second Lien Claim will receive the
following:
* If Class 6 votes in favor of the Plan, its Pro Rata Share of
(A) $15 million of the New Junior Loan, (B) 10% of the New Common
Stock, subject to dilution by the Option Rights, Warrants, and
Management Incentive Plan), and (C) the Second Lien Warrant
Package, as set forth in the Warrant Documents; or
* If Class 6 votes to reject the Plan, no Holder of an Allowed
Second Lien Claim will receive any distribution under the Plan, and
the 10% of the New Common Stock shall be reallocated to the Holders
of Allowed First Lien Claims in Class 5 and distributed in
accordance with Article III.B.5.c of the Plan.
(c) Pursuant to an Advisory Services Agreement, in exchange for the
provision of transition services, continuation of advisory and
operational services, and provision of releases, the Service
Providers or their affiliates that provide advisory services shall
receive 2.5% of the New Common Stock as well as the Option Rights
and the Sponsor Warrant Package.
(d) All General Unsecured Claims will be Reinstated.
Each Holder of an Allowed General Unsecured Claim (other than any
Sponsor Claims or other Claims arising from the ownership of any
instrument evidencing an ownership interest in a Debtor) shall have
its Claim Reinstated as of the Effective Date as an obligation of
the applicable Reorganized Debtor and shall be satisfied in full in
the ordinary course of business in accordance with the terms and
conditions of the particular transaction giving rise to such
Allowed General Unsecured Claim. Approximate recovery for general
unseucred creditors is 100%.
Each Debtor will continue to exist as of the Effective Date as a
separate corporate Entity, limited liability company, partnership,
or other form, as the case may be, with all the powers of a
corporation, limited liability company, partnership, or other form,
as the case may be, pursuant to the applicable law in the
jurisdiction in which each applicable Debtor is incorporated or
formed and pursuant to the respective certificate of incorporation
and bylaws (or other formation documents) in effect prior to the
Effective Date, except to the extent such certificate of
incorporation and bylaws (or other formation documents) are amended
by the Plan or otherwise, and to the extent such documents are
amended, such documents are deemed to be pursuant to the Plan and
require no further action or approval.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb19-22185-14.pdf
About FullBeauty Brands
Founded in 1901, FullBeauty Brands Holdings Corp. is a
direct-to-consumer retailer in the U.S. plus-size apparel market
with over $825.3 million in direct plus-size sales in 2018. The
company serves both women and men, offering an assortment of
plus-size apparel, swimwear, footwear, and home decor. Each of
FullBeauty's seven brands provide a solution targeted to specific
customer needs. In addition to these brands, the company operates
its website -- fullbeauty.com -- which offers a selection of its
plus-size clothing, footwear, and accessories products across
brands.
FullBeauty maintains one 750,000-square-foot fulfillment center in
Indianapolis, and a secondary 740,000-square-foot facility in
Plainfield, Indiana. Proprietary brands under the FULLBEAUTY
Brands Inc. umbrella include: Woman Within, Roaman's, Jessica
London, Swimsuits For All, Ellos, KingSize, BrylaneHome, and
fullbeauty.com.
FullBeauty Brands Holdings Corp. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 19-22185 to 19-22193) on Feb. 3, 2019.
FullBeauty disclosed $990 million in assets and $1.462 billion in
liabilities, based on book value as of Dec. 29, 2018.
The cases are assigned to Judge Robert D. Drain.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; AlixPartners, LLP as
financial advisor; PJT Partners LP as restructuring advisor; Ernst
& Young LLP as tax advisor; and Prime Clerk LLC as claims and
noticing agent.
GAETANO ENTERPRISES: Seeks Authorization on Cash Collateral Use
---------------------------------------------------------------
Gaetano Enterprises, LLC requests the U.S. Bankruptcy Court for the
Western District of Texas to authorize the use, sale, or lease of
cash collateral in continuing the operation of its business.
The Debtor generates cash collateral from the operation of its
business when it sells food and beverages and generates cash or
accounts receivable. Until a plan of reorganization is confirmed in
this case, Debtor must obtain approval for the use of the Cash
Collateral.
The Debtor is operating at its current location pursuant to a Lease
Agreement entered into with The Shops at Volente, Ltd. In or about
October of 2007. The Lease is currently held by WBCMT 2006-C29 RR
620 North, LLC ("Landlord").
The Debtor's secured creditors are as follows:
(a) Arrowhead Bank, which claims an outstanding balance of
approximately $84,000, secured by the real property in Lago Vista
and Leander, owned individually by Daniel T. Saccone.
(b) Arrowhead Bank, which claims an outstanding balance of
approximately $88,000, secured by all personal property, goods and
fixtures now or hereafter attached to or used in and about the
construction and buildings on the following property: 11416 RR 620
North, Suite N, Austin, TX 78726.
(c) On Deck Capital, which is owed approximately $13,604,
secured by the Debtor's accounts receivable, inventory, equipment,
investment property, instruments, chattel paper, letter of credit
rights, accounts, deposit accounts, and general intangibles.
(d) WBCMT 2006-C29 RR 620 North, LLC, which is owed
approximately $36,866, secured by Debtor's goods, wares, fixtures,
equipment, furniture, improvements and other property of debtor now
or hereafter situated in the demised premises.
(e) Celtic Bank Kabbage, Inc., which is owed approximately
$45,878.
The Debtor believes only OnDeck Capital appears to have a lien on
accounts receivable. The Debtor proposes to provide adequate
protection to the parties with an interest in cash collateral in
the following manner:
(a) The Debtor will provide all creditors with an interest in
cash collateral with a replacement lien upon assets obtained
post-petition to the same extent, priority and validity as their
pre-petition liens.
(b) At the final hearing, the Debtor will provide for
adequate protection payments during the pendency of the case in an
amount sufficient to protect all parties with an interest in cash
collateral from diminishment in the value of their collateral.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txwb19-10115-6.pdf
Attorney for Debtor:
Stephen Sather, Esq.
BARRON & NEWBURGER, P.C.
7320 N. Mopac Expy, Suite 400
Austin, Texas 78731
Telephone: (512) 649-3243
Facsimile: (512) 476-9253
About Gaetano Enterprises
Gaetano Enterprises, LLC d/b/a Saccone's Pizza & Subs owns and
operates a casual restaurant specializing in the "New Jersey"
version of pizza and submarine sandwiches in Austin, Texas. Daniel
T. Saccone is the sole member of the Debtor.
Saccone's Pizza & Subs was originally the trade name of DanMarco,
Inc., which opened in Leander, Texas, in February 1997. The trade
name was subsequently used by three different entities at three
different locations in Austin, Round Rock and Cedar Park, Texas. In
or about October of 2007 ownership of all Saccone's Pizza & Subs
became held by Debtor Gaetano.
Gaetano Enterprises, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr W.D. Tex. Case No.
19-10115), on Jan. 28, 2019.
GARDEN OAKS: Committee Taps Hoover Slovacek as Special Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Garden Oaks
Maintenance Organization, Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to retain
Hoover Slovacek LLP as special counsel.
The firm will advise the committee on matters related to homeowners
association law, including the operation and governance of
homeowners associations and the implementation of amendments to the
Garden Oaks deed restrictions.
Hoover Slovacek's hourly rates are:
Nina A. Tran Partner $340
(reduced from $375 for HOA Matters)
Curtis McCreight Associate $200
(reduced from $335 for HOA Matters)
Mark K. Knop Sr. Counsel $390
James Leeland Sr. Counsel $370
Linda Hoffart Paralegal $135
Nina Tran, Esq., a partner at Hoover Slovacek, disclosed in a court
filing that her firm is a "disinterested person" as that term is
defined in Section 101(14) and 1107(b) of the Bankruptcy Code.
The firm can be reached through:
Nina Tran, Esq.
Hoover Slovacek LLP
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, TX 77056
Phone: 713-977-8686
Fax: 713-977-5395
About Garden Oaks Maintenance Organization
Garden Oaks Maintenance Organization, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
18-60018) on April 11, 2018. In the petition signed by Mark
Saranie, president, the Debtor estimated assets of less than $1
million and liabilities of less than $1 million.
Judge David R. Jones presides over the case. Johnie J. Patterson,
Esq., at Walker & Patterson, P.C., serves as the Debtor's
bankruptcy counsel.
On May 31, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
GAS-MART USA: Court Grants Phillips 66 Bid for Default Judgment
---------------------------------------------------------------
Plaintiff Phillips 66 Company in the case captioned PHILLIPS 66
COMPANY, Plaintiff, v. DAVID GEORGE, MICHAEL GEORGE, GREGORY
GUSTIN, and THE GEORGE IRREVOCABLE TRUST, Defendants, Case No.
16-CV-2814-JAR (D. Kan.) filed a motion for default judgment and
amended motion for default judgment. Phillips 66 seeks payment from
the remaining Defendant in this action, The George Irrevocable
Trust pursuant to a Corporate Guaranty signed by the Trust on
behalf of Gas-Mart USA, Inc.
Upon careful consideration, District Judge Julie A. Robinson finds
that default judgment should be entered in favor of Phillips 66
against the Trust, and that Phillips 66 should be awarded fees and
costs.
Phillips 66 filed its Complaint in this matter on Dec. 14, 2016,
against David George, Michael George, Gregory Gustin, and The
George Irrevocable Trust, alleging breach of contract and failure
to fully pay all amounts owed under the Defendants' guaranties of
Gas-Mart USA, Inc.'s indebtedness to Phillips 66. On Feb. 23, 2017,
Phillips 66 voluntarily dismissed Defendants David George and
Michael George and issued summons to Gregory Gustin and the Trust.
On Feb. 24, 2017, Phillips 66 personally served the Trust through
its agent, David George, and service was returned executed on March
2, 2017. A Clerks Entry of Default was entered as to the Trust on
March 29, 2017,1 and on July 13, 2018, Phillips 66 filed a Motion
for Default Judgment. The Court conducted a damages hearing on Nov.
6, 2018. At the hearing, the Court admitted into evidence Phillips
66's attorneys' billing records and granted Phillips 66 leave to
amend the damages requested in its original Complaint. Phillips 66
filed its Amended Complaint on Nov. 30, 2018, and the Trust's time
to answer or otherwise respond has expired. The Court entered a
Clerks Entry of Default as to the Amended Complaint on Jan. 7,
2019.
Phillips 66 is the prevailing party in this lawsuit. Accordingly,
the only issue is the extent of the attorneys' fees Phillips 66 is
entitled to collect. Generally, "a party seeking attorney's fees
not only has a duty to segregate nonrecoverable fees from
recoverable fees, but it must also segregate the fees owed by
different parties." When attorneys' fees are contracted for,
however, the Court will "ascertain the intention of the parties as
expressed in the instrument." "A guarantor's liability is measured
by the principal's liability unless a more extensive or more
limited liability is expressly provided for in the guaranty."
In this case, the Trust guaranteed "all monies owed by [Gas-Mart]
to [Phillips 66] that become due and payable," which under
Gas-Mart's contract included all "reasonable attorneys' fees
incurred in connection therewith." Under the explicit terms of the
contract, the Trust guaranteed the debt owed by Gas-Mart, as well
as all reasonable attorneys' fees and costs connected therewith in
collecting the debt, which became due and payable under the
contract when this Court found Phillips 66 to be the prevailing
party in this lawsuit. Accordingly, under the terms of Gas-Mart's
contract, pursuant to the Trust's Guaranty, Phillips 66 is entitled
to collect all monies owed by Gas-Mart, including attorneys' fees
and costs.
The Court has considered the Affidavit of John G. George, Jr.,
which includes a summary of who performed the tasks, their years of
experience, their hourly rate, and the total number of hours
worked. Further, Phillips 66's counsel provided the Court with the
detailed billing records of the case. The Court finds that the
billing rates charged are reasonable for both Harris County and
Jackson County, and the activities detailed in the billing records
were reasonable and necessary. Accordingly, Plaintiff's request for
$79,833.50 in attorneys' fees and $965.20 in litigation expenses is
granted.
Phillips 66's amended motion for default judgment is, therefore,
granted.
A copy of the Court's Judgment dated Jan. 8, 2019 is available at
https://bit.ly/2WZEUVo from Leagle.com.
Phillips 66 Company, Plaintiff, represented by Darin L. Brooks --
dbrooks@grayreed.com -- Gray Reed & McGraw, PC, pro hac vice, Jill
Smith -- jsmith@fsmlawfirm.com -- Franke Schultz & Mullen, PC, John
G. George, Jr. -- jgeorge@grayreed.com -- Gray Reed & McGraw,
P.C., pro hac vice & Kristen W. Kelly -- kkelly@grayreed.com --
Gray Reed & McGraw LLP, pro hac vice.
About Gas-Mart USA
Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015. Gas-Mart estimated $10 million to $50 million in
assets and debt.
Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores"). With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area. Fran is a fuel hauling business located
in and serving Kansas City.
On Oct. 6, 2015, an order for relief under 11 U.S.C. Chapter 11 was
entered for the debtor Fuel Services Mart, Inc. ("FSM"). FSM sought
and obtained an order directing that certain Orders in In re
Gas-Mart USA., et al., be made applicable to FSM.
Judge Arthur B. Federman presides over the Chapter 11 cases.
The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as Conflicts
counsel; and Frank Wendt as special conflicts counsel.
Daniel Casamatta, acting U.S. trustee, appointed seven creditors to
serve on Gas-Mart's official committee of unsecured creditors. The
committee is represented by Freeborn & Peters LLP, in Chicago,
Illinois. The Committee taps MarksNelson LLC as expert witness.
GB SCIENCES: Delays Dec. 31 Quarterly Report for Analyses
---------------------------------------------------------
GB Sciences, Inc., has filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its
Quarterly Report on Form 10-Q for the period ended Dec. 31, 2018.
The Company was unable to file its Quarterly Report by the
prescribed date of Feb. 14, 2019, without unreasonable effort or
expense, because the Company needs additional time to complete
certain disclosures and analyses to be included in the Report. In
accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file the
Report on or prior to the fifth calendar day following the
prescribed due date.
About GB Sciences
Las Vegas, Nevada-based GB Sciences, Inc., formerly Growblox
Sciences, Inc., is developing and utilizing state of the art
technologies in plant biology, cultivation and extraction
techniques, combined with biotechnology, and plans to produce
consistent and measurable medical-grade cannabis, cannabis
concentrates and cannabinoid therapies. The Company seeks to be an
innovative technology and solution company that converts the
cannabis plant into medicines, therapies and treatments for a
variety of ailments.
GB Sciences reported a net loss of $23.16 million for the 12 months
ended March 31, 2018, compared to a net loss of $10.08 million for
the 12 months ended March 31, 2017. As of Sept. 30, 2018, the
Company had $30.40 million in total assets, $8.39 million in total
liabilities, and $22 million in total equity.
Soles, Heyn & Company, LLP's audit opinion included in the
company's Annual Report on Form 10-K for the year ended March 31,
2018 contains a going concern explanatory paragraph stating that
the Company had accumulated losses of approximately $58,230,000,
has generated limited revenue, and may experience losses in the
near term. These factors and the need for additional financing in
order for the Company to meet its business plan, raise substantial
doubt about its ability to continue as a going concern.
GETHSEMANE MINISTRIES: Plan Outline OK'd; Ch. 11 Plan Confirmed
---------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller entered an order approving
Gethsemane Ministries, Inc.'s small business disclosure statement
and confirming its chapter 11 plan.
The Court determined that the requirements for final approval of
the disclosure statement and for confirmation of the plan are
satisfied and all objections filed having been resolved or
withdrawn.
About Gethsemane Ministries
Gethsemane Ministries, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-20775) on March 1,
2018. In the petition signed by Reverend Sylvester Howard,
authorized representative, the Debtor estimated assets of less than
$1 million and liabilities of less than $100,000.
Judge Jeffery A. Deller presides over the case.
The Office of the U.S. Trustee on April 13 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Gethsemane Ministries, Inc.
GIGA-TRONICS INC: Reports Results for the Third Quarter FY 2019
---------------------------------------------------------------
Giga-tronics Incorporated reported revenues for the third fiscal
quarter ended Dec. 29, 2018 of $1.9 million, a $1.3 million or 41%
decrease as compared to $3.2 million for the third quarter of
fiscal 2018. Although total revenue decreased, revenues from the
Company's Microsource business increased by $562,000 or 46% from
the comparable prior year period. Revenues of the Giga-tronics
Division decreased $1.9 million or 95%. This decrease in the third
quarter was due to the fulfillment of a $1.7 million Navy ASG/ASA
order in the prior year period as well as the delay in the receipt
of anticipated sales orders and shipments of the Company's Advanced
Signal Generation and Analysis platform. This order was received
on Feb. 1, 2019 as reported earlier.
Net sales for the nine-month period ended Dec. 29, 2018 were $7.6
million, an increase of 2% compared to $7.5 million for the
nine-month period ended Dec. 30, 2017. The increase in net sales
for the nine-month period was primarily due to higher YIG RADAR
filters product sales, including the impact of the adoption of ASC
606, which was significantly offset by the lower sales of the
Company's ASGA products compared to the prior year nine-month
period.
Effective April 1, 2018, the Company adopted the required
Accounting Standards Update (ASU) 2014-09, Revenue from Contracts
with Customers (commonly referred to as ASC 606), which changed the
way the Company recognizes service revenue for certain contracts.
The financial results for the third fiscal quarter and nine-months
ended Dec. 29, 2018 reflect the new methods of accounting. This
change has resulted in earlier revenue recognition as compared to
the legacy method for those contracts which was upon shipment. As
a result, the Company will now be invoicing for product shipments
which it already partially recognized as a one-time adjustment to
the balance sheet on
April 1, 2018.
Net loss for the third quarter of fiscal 2019 was $517,000, or
$0.05 per fully diluted common share, compared to a net loss of
$313,000, or $0.03 per fully diluted common share for the third
quarter of fiscal 2018. Net loss for the nine- month period ended
Dec. 29, 2018 was $1.1 million, or $0.10 per fully diluted common
share, compared to a net loss of $2.7 million, or $0.27 per fully
diluted common share for the first nine-months of fiscal 2018. The
increase in net loss for the third quarter of fiscal 2019 compared
to fiscal 2018 was primarily due to lower net sales.
The decrease in net loss for the first nine-months of fiscal 2019
was primarily due to significantly improved gross margins of 43% in
the first nine-months of fiscal 2019 compared to 24% in the first
nine-months of fiscal 2018 due to the change in revenue mix
(including the impact of the adoption of ASC 606) as well as a
decrease in operating expenses of 16% or $697,000 in the first
nine-months of fiscal 2019 over fiscal 2018. Engineering expenses
decreased primarily due to a decrease in personnel related expenses
due to lower headcount. Selling, general and administrative
expenses decreased primarily due to a decrease in headcount and
personnel related expenses as well as a decrease in bonuses and
commissions.
The Company also announced that its recently reported loan
modification agreement with Partners For Growth V, L.P. has become
effective due to the Company's receipt of $510,000 in gross
proceeds through the sale of its 6.0% Series E Senior Convertible
Voting Perpetual Preferred Stock since Nov. 18, 2018, of which
$260,000 was received during the Company's third quarter of fiscal
2019 and $250,000 has been received to date during the fourth
fiscal quarter.
Lutz Henckels, executive vice president and interim chief financial
officer stated, "This fiscal year 2019 focus was on the turnaround
of the Company, which had experienced operating losses of $11
million during the prior three years. We have, in part,
accomplished this turnaround with a 55% growth in Microsource
business of which one third of this increase was due to the impact
of ASC 606, along with much improved gross margins of 43% versus
24% the prior fiscal year, and a reduction in operating expenses of
16%. As a result, the operating losses for the first nine-months
of fiscal 2019 were $518,000, compared with $2.7 million for the
first nine-months of fiscal 2018."
Mr. Henckels continued, "The missing piece in the Company's
turnaround has been the orders and sales of the Company's ASGA
product platform. We changed our sales approach and our sales team
in mid calendar year 2018 and we are finally beginning to see the
success of our efforts with the recent $4 million purchase order
for our ASGA product platform. As a result of this order and
expected additional orders for our ASGA product platform, we
anticipate an approximately breakeven fourth quarter fiscal 2019
and a profitable Fiscal 2020."
John Regazzi, CEO of Giga-tronics said, "I still believe the
original vision of reinvigorating Giga-tronics by moving the
Company into the underserved Electronic Warfare test market was the
correct decision. Although it has taken far longer than
anticipated, we believe we have our major problems and the
attendant delays behind us where the Advanced Signal Generation and
Analysis platform can now be a major part of our future revenue
growth and profitability in the next fiscal year."
About Giga-tronics
Headquartered in Dublin, California, Giga-tronics Incorporated is a
publicly held company, traded on the OTCQB Capital Market under the
symbol "GIGA", which produces an Advanced Signal Generator (ASG)
and an Advanced Signal Analyzer (ASA) for the electronic warfare
market and YIG (Yttrium, Iron, Garnet) RADAR filters used in
fighter jet aircraft. Giga-tronics produces instruments,
subsystems and sophisticated microwave components that have broad
applications in defense electronics, aeronautics and wireless
telecommunications.
As of Dec. 29, 2018, Giga-Tronics had $6.59 million in total
assets, $5.35 million in total liabilities, and $1.23 million in
total shareholders' equity.
Giga-Tronics reported a net loss of $3.10 million for the year
ended March 31, 2018, compared to a net loss of $1.54 million for
the year ended March 25, 2017.
Armanino LLP's opinion included in the Company's Annual Report on
Form 10-K for the year ended March 31, 2018 contains a going
concern explanatory paragraph stating that the Company's
significant recurring losses and accumulated deficit raise
substantial doubt about its ability to continue as a going concern.
GNC HOLDINGS: Receives Full Funding of $300M Investment by Harbin
-----------------------------------------------------------------
Harbin Pharmaceutical Group Co., Ltd. ("Hayao") has completed the
final $150 million investment of its previously announced $300
million strategic investment in GNC Holdings, Inc. The Company
also announced the formation of the Hong Kong-based China
e-commerce joint venture with Hayao.
As previously announced, Hayao completed the funding of the first
$150 million of its strategic investment in GNC in two
installments: $100 million on Nov. 8, 2019 and an additional $50
million on Jan. 2, 2019.
The formation of the Hong Kong-based China e-commerce joint venture
represents the first and most significant step towards the
completion of the China joint venture previously announced by the
Company. The parties expect to complete the formation of the
second, retail-focused joint venture located in China following the
completion of certain routine regulatory and legal requirements,
expected in the second or third quarter of 2019.
The closing of the Hayao Investment represents the culmination of a
year-long effort to complete the partnership between Hayao and the
Company and enhances the Company's capital position.
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty retailer of health, wellness and performance products,
including protein, performance supplements, weight management
supplements, vitamins, herbs and greens, wellness supplements,
health and beauty, food and drink and other general merchandise.
As of Sept. 30, 2018, GNC had approximately 8,500 locations, of
which approximately 6,400 retail locations are in the United States
(including approximately 2,200 Rite Aid franchise
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings incurred a net loss of $148.9 million in 2017 and a
net loss of $286.3 million in 2016. As of Sept. 30, 2018, the
Company had $1.47 billion in total assets, $1.65 billion in total
liabilities, and a total stockholders' deficit of $170.68 million.
* * *
As reported by the TCR on Nov. 15, 2018, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on Pittsburgh-based
vitamin and supplement retailer GNC Holdings Inc. and removed all
of its ratings on the company from CreditWatch, where S&P placed
them with negative implications on Feb. 14, 2018. "The affirmation
reflects our belief that GNC's capital structure remains
unsustainable over the long term in light of its current operating
performance, including its cash flow generation, because of
increased competitive threats amid the ongoing secular changes in
the retail industry.
GREEK BROS: Plan to be Funded from Restaurant Income
----------------------------------------------------
The Greek Bros., Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement describing its
plan of reorganization.
Debtor operates two restaurants and entertainment facilities
company and has operated the company prior to and during the
bankruptcy.
Allowed general unsecured creditors will be paid as much of what
they are owed as possible and will be mailed The Greek Bros.,
Inc.'s previous year’s financial statement each year for five
years, during the term of the five-year Plan, on or about May 1st
each year, beginning on May 1, 2020, and thereafter on or about May
1, 2021, May 1, 2022, May 1, 2023, and May 1, 2024. Each year, if
the Reorganized Debtor made a profit, after income taxes, and after
making all priority and secured plan payments and normal overhead
payments, the Reorganized Debtor will pay to the allowed unsecured
creditors their pro-rata share of 50% of the net profit for the
previous year, in twelve monthly payments beginning on September
15th of the year in which the financial statement is mailed to
these creditors. Each year, during the term of the five-year Plan,
the Reorganized Debtor will repeat the 12-month payment plan to the
allowed unsecured creditors if the Reorganized Debtor made a net
profit the previous year as reflected in the previous year's
financial statement. This payout will not exceed five years, and at
the end of the five-year Plan term, the remaining balance owed, if
any, to the allowed unsecured creditors will be discharged.
Payments and distributions under the Plan will be funded by through
income from the restaurants. As to a default under the plan, any
creditor remedies allowed by 11 U.S.C. section 1112(b)(4)(N) will
be preserved to the extent otherwise available at law. In addition
to any rights specifically provided to a claimant treated pursuant
to this Plan, a failure by the Reorganized Debtor to make a payment
to a creditor pursuant to the terms of the Plan will be an event of
default as to such payments if the payment is not cured within 30
days after service of a written notice of default from such
creditor, then such creditor may exercise any and all rights and
remedies under applicable non-bankruptcy law to collect such claims
or seek such relief as may be appropriate in the United States
Bankruptcy Court.
A copy of the Disclosure Statement dated Feb. 1, 2019 is available
at https://is.gd/TrDXW7 from Pacermonitor.com at no charge.
About The Greek Bros. Inc.
The Greek Bros., Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60017) on April 11,
2018. In the petition signed by George Charkalis, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million. The Debtor tapped the Law Office of Margaret
M. McClure as its legal counsel. No official committee of
unsecured creditors has been appointed in the Chapter 11 case.
HAYES & HAYES: Second Interim Cash Collateral Order Entered
-----------------------------------------------------------
The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the
Western District of North Carolina has entered a second interim
order authorizing Hayes & Hayes Enterprises, LLC, to use cash
collateral on an interim basis as set forth in the budget.
The cash collateral will be used to pay operating and other
necessary expenses for the Debtor's operations. The Debtor must use
cash collateral in order to continue operations during the Chapter
11 proceeding. The Debtor is authorized to vary from any line item
by up to 10% without seeking additional approval.
The Debtor owns multiple tracts of commercial real property. Certus
Bank, NA, filed a Deed of Trust and Assignment of Leases and Rents
for two tracts of real property located at 596 Central Street,
Hudson, NC 28638. Subsequently Certus Bank merged with Pinnacle
Bank. Pinnacle Bank is now owed $206,569 on its Promissory Note and
related Deed of Trust.
The Debtor also owns 4 tracts of commercial real property located
off Main Street, Hudson, NC. This property is currently vacant with
no rent paying tenant. BB&T Bank holds a Deed of Trust and
Assignment of Rents and Leases on this property with a debt of
$626,915. The Debtor's Plan is to sell the property to pay down on
BB&T's debt.
As adequate protection for the use of cash collateral, the Debtor
will continue to keep current all insurance on the Debtor's
property and, upon demand, provide proof thereof to Pinnacle Bank.
The Debtor will maintain one or more DIP bank accounts, into which
it will deposit all cash, checks, and other cash items. Moreover,
during the term of the Second Interim Order, the Debtor will:
(a) maintain the property in its current condition and
undertake all appropriate steps to maintain and otherwise keep the
real property in good repair;
(b) specifically avoid engaging in any conduct which would
constitute waste or other acts detrimental to the real property;
(c) maintain the information stored in the computer system
with regard to rental income and leases in its current condition,
and will avoid taking any actions to jeopardize or otherwise cause
such information to be deleted, including maintaining appropriate
back-up systems;
(d) provide Pinnacle Bank with copies of all DIP bank
statements within 10 days of receipt;
(e) allow Pinnacle Bank and its agents scheduled access to
the real property to inspect its collateral and its records upon
reasonable notice.
The Debtor will pay Pinnacle Bank interest payments at the rate of
6.25% per month for January, 2019 upon entry of the Second Interim
Order and for February, 2019.
A copy of the Second Interim Order is available at
http://bankrupt.com/misc/ncwb18-50750-35.pdf
About Hayes & Hayes Enterprises
Hayes & Hayes Enterprises, LLC, owns six commercial lot properties
located in Hudson, North Carolina having a total current value of
$821,079.
Hayes & Hayes Enterprises, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-50750) on Nov.
30, 2018. In the petition signed by John W. Hayes, member/manager,
the Debtor disclosed $821,110 in total assets and $3,460,509 in
total liabilities. Robert P. Laney, Esq. at McElwee Firm, PLLC, is
the Debtor's counsel.
HUT AIRPORT LIMOUSINE: Trustee Seeks Access to CSB Cash Collateral
------------------------------------------------------------------
Kenneth S. Eiler, as Chapter 11 Trustee for HUT Airport Limousine,
Inc., d/b/a HUT Airport Shuttle, requests the U.S. Bankruptcy Court
for the District of Oregon to authorize the Estate to use cash
collateral on a temporary basis until a final hearing can be held.
The Trustee requires the use of Columbia State Bank ("CSB") cash
collateral in order to preserve and maintain the assets of the
bankruptcy estate and to preserve the value of the Debtor's
business as a going concern.
The Trustee believes it is in the best interest of the Estate, the
creditors, and the Debtor for Trustee to use CSB's Cash Collateral
because it will allow the continued operation of Debtor as a going
concern, will maximize the likelihood of reorganization or going
concern sale, and will maximize the recovery to all creditors
Columbia State Bank claims a security interest in substantially all
of Debtor's personal property and in certain real property of
Debtor. Thus, to provide adequate protection for the use by Trustee
of CSB's cash collateral, the Debtor proposes that Columbia be
granted a replacement security interest in and lien upon Debtor's
assets generated or acquired from and after the Petition Date of
the same category, kind, character, and description as was subject
to CSB's lien on the Petition Date.
A full-text copy of the Trustee's Motion is available at
http://bankrupt.com/misc/orb18-63699-79.pdf
About HUT Airport Limousine
HUT Airport Limousine, Inc., doing business as HUT Airport Shuttle
-- http://www.hutshuttle.com/-- is an airport shuttle services
company based in Albany, Oregon. Hut Shuttle has pick-up and
drop-off service at the following locations: Albany (HUT Office),
Albany Comfort Suites, Corvallis (Hilton Garden), Eugene (UO
Student Rec Center), OSU McNary Hall (West stairwell), Portland
Airport (PDX), Salem Airport (SLE), and Woodburn (Best Western).
HUT Airport Limousine filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 18-63699) on Dec. 6, 2018. In the petition signed by
Doris Hutmacher, president, the Debtor disclosed $185,837 in total
assets and $2,253,913 in total debt. Judge Thomas M. Renn oversees
the case. Barnes Law Offices, PC, led by principal, Keith D.
Karnes, is the Debtor's counsel.
IMERYS TALC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Imerys Talc America, Inc.
aka Luzenac America, Inc.
aka Imerys Talc Ohio Inc.
aka Imerys Talc Delaware, Inc.
Imerys Talc America, Inc.
1732 North First Street, Suite 450
San Jose, CA 95112
Business Description: Imerys Talc and its subsidiaries
https://www.imerys-performance-additives.com
-- are in the business of mining,
processing, selling, and distributing
talc. Talc is a hydrated magnesium silicate
that is used in the manufacturing of dozens
of products in a variety of sectors,
including coatings, rubber, paper, polymers,
cosmetics, food, and pharmaceuticals.
The Debtors' talc operations include talc
mines, plants, and distribution facilities
located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont
(Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and
Foleyet). The Debtors also utilize offices
located in San Jose, California and Roswell,
Georgia.
Chapter 11 Petition Date: February 13, 2019
Three affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Imerys Talc America, Inc. (Lead Case) 19-10289
Imerys Talc Vermont, Inc. 19-10291
Imerys Talc Canada Inc. 19-10292
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Debtors' Counsel: Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Amanda R. Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: collins@rlf.com
merchant@rlf.com
steele@rlf.com
- and -
Jeffrey E. Bjork, Esq.
Helena G. Tseregounis, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Tel: (213) 485-1234
Facsimile: (213) 891-8763
E-mail: jeff.bjork@lw.com
helena.tseregounis@lw.com
- and -
Richard A. Levy, Esq.
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Tel: (312) 876-7700
Fax: (312) 993-9767
E-mail: richard.levy@lw.com
- and -
George A. Davis, Esq.
Keith A. Simon, Esq.
Annemarie V. Reilly, Esq.
LATHAM & WATKINS LLP
885 Third Avenue
New York, New York 10022
Tel: (212) 906-1200
Fax: (212) 751-4864
E-mail: george.davis@lw.com
keith.simon@lw.com
annemarie.reilly@lw.com
Debtors'
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Claims,
Noticing,
& Solicitation
Agent and
Administrative
Advisor: PRIME CLERK LLC
https://cases.primeclerk.com/ImerysTalc/
Estimated Assets
(on a consolidated basis
with Imerys Talc Vermont, Inc.): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis
with Imerys Talc Vermont, Inc.)): $50 million to $100 million
The petition was signed by Alexandra Picard, chief financial
officer.
A full-text copy of Imerys Talc America's petition is available for
free at:
http://bankrupt.com/misc/deb19-10289.pdf
Debtors' Consolidated List of The Top 30 Law Firms With The
Most Significant Representations of Talc Claimants:
Law Firm Nature of Claim Claim Amount
-------- --------------- ------------
Ashcraft & Gerel, LLP Personal Disputed/
Attn: James F. Green Injury Contingent/
4900 Seminary Road, Ste. 650 Unliquidated
Alexandria, VA 22311
Phone: 703-997-1774
Email: JGreen@ashcraftlaw.com
Beasley Allen Crow Methvin Personal Disputed/
Portis & Miles PC Injury Contingent/
Attn: Leigh O'Dell Unliquidated
218 Commerce Street
P.O. Box 4160
Montgomery, AL 36103-4160
Tel: 800-898-2034
Fax: 334-954-7555
Email: leigh.odell@beasleyallen.com
Belluck & Fox, LLP Personal Disputed/
Attn: Joseph Belluck Injury Contingent/
546 5th Avenue, 4th Floor Unliquidated
New York, NY 10036
Tel: 212-681-1575
Email: jbelluck@belluckfox.com
Burns Charest, LLP Personal Disputed/
Attn: Warren Burns Injury Contingent/
900 Jackson Street, Ste. 500 Unliquidated
Dallas, TX 75202
Tel: 469-904-4550
Fax: 469-444-5002
Email: wburns@burnscharest.com
Cohen Placitella & Roth, PC Personal Disputed/
Attn: Christopher Placitella Injury Contingent/
127 Maple Ave Unliquidated
Red Bank, NJ 07701
Phone:888-649-8431
Fax: 215-567-6019
Email: cplacitella@cprlaw.com
Golomb & Honik, P.C. Personal Disputed/
Attn: Richard Golomb Injury Contingent/
1835 Market Street, Suite 2900 Unliquidated
Philadelphia, PA 19102
Tel: 215-985-9177
Fax: 215-985-4169
Email: rgolomb@golombhonik.com
Gori Julian & Associates P.C. Personal Disputed/
Attn: Randy Gori Injury Contingent/
156 N Main St. Unliquidated
Edwardsville, IL 62025
Tel: (888) 362-6890
Fax: 614-659-9834
Email: randy@gorijulianlaw.com
Kazan, McClain, Satterley & Personal Disputed/
Greenwood Injury Contingent/
Attn: Joseph Satterly Unliquidated
55 Harrison St., Suite 400
Oakland, CA 94607
Tel: 877-995-6372
Fax: 510-834-4913
Email: jsatterley@kazanlaw.com
Kiesel Law LLP Personal Disputed/
Attn: Melanie Menses Palmer Injury Contingent/
8648 Wilshire Blvd Unliquidated
Beverly Hills, CA 90211
Tel: 310-854-4444
Fax: 310-854-0812
Email: palmer@kiesel.law
Levy Konigsberg LLP Personal Disputed/
Attn: Robert Ellis Injury Contingent/
800 3rd Ave, 11 th Floor Unliquidated
New York NY 10022
Tel: 212-605-6200
Maune, Raichle, Hartley, French & Personal Disputed/
Mudd, LLC Injury Contingent/
Attn: David Amell Unliquidated
70 Washington St., Suite 200
Oakland, CA 94607
Tel: 800-358-5922
Email: damell@mrhfmlaw.com
McDermott & Hickey, LLC Personal Disputed/
Attn: Kevin McDermott Injury Contingent/
20525 Center Ridge Rd, Ste 200 Unliquidated
Rocky River, OH 44116
Tel: 216-712-7452
Fax: 216-916-9238
Email: kevin@mcdermotthickeylaw.com
Meirowitz & Wasserberg, LLP Personal Disputed/
Attn: Samuel Meirowitz Injury Contingent/
233 Broadway Suite 2070 Unliquidated
New York, NY 10279
Tel: 212-897-1988
Fax: 646-432-6887
Email: sam@mwinjurylaw.com
Morelli Law Firm, PLLC Personal Disputed/
Attn: Benedict Morelli Injury Contingent/
777 Third Avenue, 31st Floor Unliquidated
New York, NY 10017
Tel: 212-751-9800
Fax: 212-751-0046
Email: bmorelli@morellilaw.com
Morris Bart, LLC Personal Disputed/
Attn: Richard Root Injury Contingent/
601 Poydras Street, 24th Floor Unliquidated
New Orleans, LA 70130
Tel: 504-217-2793
Fax: 504-599-3380
Email: rroot@morrisbart.com
Motley Rice LLC Personal Disputed/
Attn: Carman Scott Injury Contingent/
28 Bridgeside Boulevard Unliquidated
Mt. Pleasant, SC 29464
Tel: 843-216-9000
Email: cscott@motleyrice.com
Napoli Shkolnik PLLC Personal Disputed/
Attn: Hunter Shkolnik Injury Contingent/
One Greentree Center, Ste. 201 Unliquidated
10000 Lincoln Drive
Marlton, NJ 08053
Tel: 212-397-1000
Email: hunter@napolilaw.com
Porter & Malouf, PC Personal Disputed/
Attn: Timothy W. Porter Injury Contingent/
825 Ridgewood Road Unliquidated
Ridgeland, MS 39157
Tel: 601-957-1173
Fax: 601-957-7366
Email: tim@portermalouf.com
Potts Law Firm Personal Disputed/
Attn: Adam Funk Injury Contingent/
3737 Buffalo Speedway, Ste. 1900 Unliquidated
Houston, TX 77098
Tel: 713-963-8881
Email: afunk@potts-law.com
Onder, Shelton, O'Leary & Personal Disputed/
Peterson, LLC Injury Contingent/
Attn: Stephanie Rados Unliquidated
110 E. Lockwood, 2nd Floor
St. Louis, MO 63119
Tel: 314-963-9000
Email: rados@onderlaw.com
Robinson Calcagnie, Inc. Personal Disputed/
Attn: Mark Robinson Injury Contingent/
19 Corporate Plaza Drive Unliquidated
Newport Beach, CA 92660
Tel: 949-720-1288
Fax: 949-720-1292
Email: mrobinson@robinsonfirm.com
Sanders Phillips Grossman, LLP Personal Disputed/
Attn: Randi Kassan Injury Contingent/
2860 Michelle Drive, Ste. 220 Unliquidated
Irvine, CA 92606
Tel: 888-570-4528
Fax: 516-741-0128
Email: rkassan@thesandersfirm.com
Simmons Hanly Conroy, LLC Personal Disputed/
Attn: Laurence Nassif Injury Contingent/
112 Madison Avenue, 7th Floor Unliquidated
New York, NY 10016
Tel: 212-784-6400
Fax: 212-213-5949
Email: lnassif@simmonsfirm.com
Simon Greenstone Panatier, PC Personal Disputed/
Attn: Jeffrey Simon Injury Contingent/
1201 Elm Street, Suite 3400 Unliquidated
Dallas, TX 75204
Tel: 214-276-7680
Fax: 214-276-7699
Email: jsimon@sgpblaw.com
The Dugan Law Firm, APLC Personal Disputed/
Attn: James R. Dugan Injury Contingent/
365 Canal Street, Ste. 1000 Unliquidated
New Orleans, LA 70130
Tel: 504-648-0180
Fax: 504-648-0181
Email: jdugan@dugan-lawfirm.com
The Lanier Law Firm, PLLC Personal Disputed/
Attn: Mark Lanier Injury Contingent/
6810 FM 1960 W Unliquidated
Houston, TX 77069
Tel: 713-569-5200
Fax: 713-659-2204
Email: wml@lanierlawfirm.com,
mark.lanier@lanierlawfirm.com
The Miller Firm, LLC Personal Disputed/
Attn: Michael Miller Injury Contingent/
108 Railroad Avenue Unliquidated
Orange, VA 22960
Tel: 540-672-4224
Fax: 540-672-3055
Email: mmiller@millerfirmllc.com
The Smith Law Firm, PLLC Personal Disputed/
Attn: Robert Allen Smith, Jr. Injury Contingent/
681 Towne Center Boulevard, Ste B. Unliquidated
Ridgeland MS, 39157
Tel: 601-952-1422
Fax: 601-952-1426
Email: allen@smith-law.org
Waters Krause & Paul Personal Disputed/
Attn: Kevin Loew Injury Contingent/
222 N Sepulveda Blvd Ste 1900 Unliquidated
El Segundo, CA 90245
Tel: 310-414-8146
Fax: 310-414-8156
Email: kloew@waterskraus.com
Weitz & Luxenberg P.C. Personal Disputed/
Attn: Perry Weitz Injury Contingent/
220 Lake Drive East, Suite 210 Unliquidated
Cherry Hill, NJ 080002
Tel: 856-755-1115
Fax: 856-755-1995
Email: pweitz@weitzlux.com
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
AOC, LLC Customer Payable $750,000
955 Highway 57 East
Collierville, TN 38017
Frederick S. Norman
CEO & President
Tel: (901) 854-2800
Fax: (901) 854-1183
Email: FNorman@aoc-resins.com
William Day Construction Limited Trade Payable $623,617
2500 Elm Street
Azilda, ON P0M 1B0
Canada
William Day, President
Tel: (705) 682-1555
Fax: (705) 682-2739
Email: william.day@daygroup.ca
UE Compression Holdings Trade Payable $135,000
9461 Willow Court
Henderson, CO 80640
Jack Maley, CEO
Tel: 303-515-8600
Fax: 303-515-8554
Email: jmaley@uecompression.com
Corning, Inc. Customer Payable $121,948
One Riverfront Plaza
Corning, NY 14831
Wendell P. Weeks
Chairman and Chief Executive Officer
Tel: (607) 974-9000
Email: Wendell.Weeks@corning.com
Tyoga Container Company Trade Payable $87,000
9 Fish Street
Tioga, PA 16946
Charlie Frysinger, President
Email: charlie@tyogacontainer.com
Tel: (570) 835-5296 ext. 227
BNSF Railway Company - Chicago Trade Payable $83,448
3110 Solutions Center
Chicago, IL 60677-3001
Roger Nober
General Counsel
Tel: (800) 795-2673
Email: roger.nober@bnsf.com
Emera Energy Gas Trading Trade Payable $62,338
1223 Lower Water Street
Halifax, NS B3J 3S8
canada
Judy Steele
President and COO
Tel: (902) 474-7800
Email: judy.steele@emera.com
Casella Organics Trade Payable $49,191
25 Greens Hill Ln
Rutland, V 05741
John W. Casella
Chief Executive Officer
Tel: (802) 775-0325
Fax: (802) 775-6198
Email: john.casella@casella
Laforest Electrick Trade Payable $36,688
897 Government Road South
Timmins, ON P4R 1N4
Canada
Richard Laforest, Owner
Tel: 705-264-3979
Fax: 705-566-8327
Email: rlaforest@vianet.ca
Farber & Company Trade Payable $33,187
444 West Ocean Boulevard, Suite 516
Long Beach, CA 90802-4528
Eric Farber
CEo & Chief Legal Officer
Tel: (562) 432-8748
Fax: (562) 495-9170
Email: eric@farberandco.com
Material Motion, Inc. Trade Payable $32,986
203 Rio Circle
Decatur, GA 30030
Steve Schneider, President
Tel: 404-237-6127
Fax: 404-237-6128
Email: steve@materialmotion.com
CN Trade Payable $32,789
Canadian National Railway Company
935 de La Gauchetiere Street West
Montreal, QC H3B 2M9
Sean Finn
Executive Vice-President Corporate
Service and Chief Legal Officer
Tel: (514) 399-8100
Email: sean.finn@cn.ca
Univar Canada, Ltd. Trade Payable $25,925
9800 Van horne Way
Richmond, BC V6X 1W5
Canada
Mike Hildebrand, President
Tel: (604) 273-1441
Email: mike.hildebrand@univarcanada.com
Savage Trucking, Inc. Trade Payable $25,725
29 Peck Road
Chester, VT 05143
Kirk Aubry
President and Chief Executive Officer
Tel: 800-827-4439
Email: kirkaubry@savageservices.com
Amatic CPA Group Trade Payable $25,594
220 W Lamme St #3a
Bozeman, MT 59715
Christina A. Reikenberg
Shareholder
Tel: 406-404-1925
Fax: 406-404-1926
Email: criekenberg@amaticscpa.com
McLanahan Corporation Trade Payable $21,935
200 Wall Street
Hollidaysburgh, PA 16648
Sean K. McLanahan
President and CEO
Tel: (814) 695-9807
Fax: (814) 695-6684
Email: smclanahan@mclanahan.com
Challenger Pallet & Supply, Inc. Trade Payable $21,922
1206 North Beck Street
Salt Lake City, UT 84116
Tad Hegsted, President
Tel: (801) 596-1969
Email: hegsted.t@cpspallet.com
Nederman Mikropul Canada, Inc. Trade Payable $21,855
5865 Mclaughlin Road, Unit 1
Mississauga, ON L5R 1B8
Canada
Matthew Cusick
Senior Vice President & CFO
Tel: 46 42 18 87 00
Email: matthew.cusick@nederman.com
Nasco Propane Trade Payable $21,302
290 Railway St.
Timmins, ON P4N 7E3
Canada
George Scott, Owner
Tel: (705) 264-5213
Fax: (705) 264-6979
Steel Pro, Inc. Trade Payable $20,250
771 Main Street
Rockland, ME 4841
Steve Ladd, President
Tel: 207-596-0061
Fax: 207-596-0239
Email: steve.ladd@steelprousa.com
Watkins & Shepard Trucking, Inc. Trade Payable $20,175
P.O. Box 5328
Missoula, MT 59806-5328
Ray Kuntz, CEO
Tel: (406) 532-6121
Fax: (406) 721-4116
Email: rayk@wksh.com
Normand Verville Enterprises Trade Payable $19,290
449 Feldman Road
Timmins, ON P4N 7E2
Canada
Norman Verville, President
Tel: (705) 267-6707
Fax: (705) 268-1950
Email: vervilleent@hotmail.com
C.H. Robinson Worldwide, Inc. Trade Payable $17,630
8100 Mitchell Road Suite 200
Green Prairie, MN 55344
Ben Campbell
Chief Legal Officer
Tel: (952) 937-6713
Fax: (952) 937-6737
Email: ben.campbell@chrobinson.com
Johnson Controls Fire Protection LP Trade Payable $17,540
5757 N. Green Bay Ave.
P.O. Box 591
Milwaukee, WI 53201
George R. Oliver
Chairman and Chief Executive Officer
Tel: (414) 524-1200
Email: g.oliver@jci.com
Cole International, Inc. Trade Payable $17,451
3033-34 Avenue, NE
Calgary , Alberta T1Y 6X2
Canada
Donald Lucky, President
Tel: (403) 262-2771
Fax: (403) 262-7301
Email: don.lucky@coleintl.com
DMS Machining & Fabrication Trade Payable $16,639
10 Transport Dr.
Barre, VT 05641
Byron Atwood
President & Owner
Tel: 802-479-1088
Email: byron@eamesoffice.com
Northwestern Corporation Trade Payable $16,570
3010 W. 69th Street
Souix Falls, SD 57108
Heather H. Grahame
General Counsel
Tel: 605-978-2900
Email: heather.grahame@northwestern.com
Union Gas, Ltd. Trade Payable $15,985
50 Keil Drive North
Chatham, ON N7M 5M1
Canada
Stephen W. Baker
President & Director
Tel: 888-774-3111
Email: sbaker@uniongas.com
Geomapping Associates, Ltd. Inc. Trade Payable $15,215
1563 US Route 7
Pittsford, VT 57639-9554
James Purdy
President
Tel: 802-483-6635
Fax: 802-483-6685
Email: geomappingltd@comcast.net
Traffic Tech Trade Payable $14,740
180 N. Michigan Ave. Suite 700
Chicago, IL 60601
Mark Schiele, President
Tel: 877-383-1167
Email: m.schiele@traffictech.com
INDUSTRIAL LAB: Seeks to Hire Hanlon Estadt as Legal Counsel
------------------------------------------------------------
Industrial Lab Analysis, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of West Virginia to hire
Hanlon, Estadt, McCormick & Schramm Co., LPA 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.
Thomas Hazlett, Esq., the firm's attorney who will be handling the
case, charges an hourly fee of $250. He received $5,083 as a
retainer prior to the Debtor's bankruptcy filing.
Mr. Hazlett neither holds nor represents any interest adverse to
the Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
Thomas McK. Hazlett, Esq.
Hanlon, Estadt, McCormick & Schramm Co., LPA
46457 National Road West
St. Clairsville, OH 43950
Telephone: (740) 695-1444
Telefax: (740) 695-1563
Email: sgray@ohiovalleylaw.com
About Industrial Lab Analysis
Industrial Lab Analysis, Inc., was incorporated in 1982. The
incorporation was of an existing business which had been operating
for many years. Its primary business is and has been the testing
of water samples primarily for coal mines but also for other
entities to assist in assuring compliance with environmental laws.
Industrial Lab Analysis, Inc., sought Chapter 11 protection (Bankr.
N.D. W.Va. Case No. 18-01161) on Dec. 26, 2018. The Debtor tapped
Thomas McK. Hazlett, Esq., at Hanlon, Estadt, McCormick & Schramm,
as counsel.
INTEGRATED DYNAMIC: Allowed to Use Cash Collateral Through July 31
------------------------------------------------------------------
The Hon. Victoria S. Kaufman of the U.S. Bankruptcy Court for the
Central District of California granted Integrated Dynamic
Solutions, Inc.'s second motion seeking leave to use cash
collateral and authorized Debtor's use of cash collateral through
July 31, 2019. The Debtor, however, is prohibited from using the
sum of $16,667 received each month from ASAI, and is directed to
segregate and hold in escrow said amount pending further Order of
the Court.
A copy of the Order is available at
http://bankrupt.com/misc/cacb18-12156-130.pdf
About Integrated Dynamic Solutions
Founded in 1995, Integrated Dynamic Solutions, Inc. --
http://www.idspage.com/-- is a Microsoft Certified Partner
specializing in custom software development, database design, and
systems integration. It offers a full range of services from
office automation, database design, e-commerce, custom software
development and prototyping to wireless solutions, web-based
programming, Facilities Management Information Systems, and
simulation modeling.
Integrated Dynamic Solutions sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11379) on Aug.
22, 2018. On Aug. 24, 2018, the case was transferred from the
Northern Division to the San Fernando Valley Division, and was
assigned Case No. 18-12156.
In the petition signed by CEO Nasrolla Gashtili, the Debtor
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Judge Victoria S. Kaufman oversees the case.
The Debtor tapped The Law Offices of David A. Tilem as its legal
counsel.
The Office of the U.S. Trustee on Sept. 21, 2018, appointed two
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case.
INTERNATIONAL IRON: Seeks to Hire Ritchie Bros. as Auctioneer
-------------------------------------------------------------
International Iron, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire an auctioneer.
The Debtor proposes to employ Ritchie Bros. Auctioneers (America)
Inc. to market and sell certain equipment and attachments.
Ritchie Bros. will get a 9% commission on any lot sold. In
addition, the firm will charge a transaction fee of 10% on all lots
selling for 5,000 or less; 3.85% on all lots selling for over 5,000
up to 33,500, with a minimum fee of 500 per lot; or 1,290 on all
lots selling for over 33,500 (in the currency of the auction).
The transaction fee applies to onsite, online and proxy purchases.
Ritchie Bros. does not hold any interest adverse to the Debtor's
bankruptcy estate, according to court filings.
The firm can be reached through:
Scott Mulligan
Ritchie Bros. Auctioneers (America) Inc.
Phone: +1.863.424.7725
Mobile: +1.863.581.5981
Fax: +1.863.424.7725
Email: smulligan@ritchiebros.com
About International Iron
International Iron, LLC, an industrial equipment supplier in
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-00724) on Feb. 2, 2019. At the time
of the filing, the Debtor disclosed $1,922,795 in assets and
$3,588,520 in liabilities.
INTERNATIONAL IRON: Seeks to Hire Winderweedle as Legal Counsel
---------------------------------------------------------------
International Iron, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Winderweedle,
Haines, Ward & Woodman, P.A. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in the preparation of a plan of
reorganization; and provide other legal services necessary to
administer its bankruptcy estate.
C. Andrew Roy, Esq., the firm's attorney who will be handling the
case, charges an hourly fee of $295.
The firm received an advance payment of $10,000 for post-petition
fees and expenses from the Debtor prior to its bankruptcy filing.
Winderweedle has no connection with creditors or any other "party
in interest" in the Debtor's Chapter 11 case, according to court
filings.
The firm can be reached through:
C. Andrew Roy, Esq.
Winderweedle, Haines, Ward & Woodman, P.A.
329 Park Avenue, North, Second Floor
P.O. Box 880
Winter Park, FL 32790-0880
Tel: (407) 423-4246
Fax: (407) 645-3728
Email: aroy@whww.com
About International Iron
International Iron, LLC, an industrial equipment supplier in
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-00724) on Feb. 2, 2019. At the time
of the filing, the Debtor disclosed $1,922,795 in assets and
$3,588,520 in liabilities. Winderweedle, Haines, Ward & Woodman,
P.A., is the Debtor's counsel.
ION GEOPHYSICAL: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
------------------------------------------------------------------
U.S.-based seismic data company ION Geophysical Corp.'s liquidity
has improved following an uptick in sales in the fourth quarter and
an increase in its borrowing base.
On Feb. 12, S&P Global Ratings affirmed its 'CCC+' issuer credit
rating on ION and revised the outlook to stable from negative. At
the same time, S&P affirmed its 'B-' issue-level rating on ION's
second-lien notes with a recovery rating of '2'.
S&P's outlook revision to stable from negative reflects the
company's improved liquidity and its expectation that demand for
seismic data will pick up in the last half of 2019 as E&P companies
prepare to increase offshore drilling in 2020. Nevertheless, the
company remains dependent on favorable business, financial, and
economic conditions to meet its financial commitments.
S&P's stable outlook reflects ION's improving liquidity and
expected improving financial measures in 2019 due to an expected
increase in international capital spending. Additionally, S&P
expects 2019 results to be buoyed by licensing rounds in Panama and
Mexico that were delayed last year. The 'CCC+' issuer credit rating
reflects the company's exposure to the E&P industry's volatile
capital spending; reliance on licensing rounds, which could be
further delayed; and a debt maturity in December 2021.
"We could lower the ratings if liquidity weakens such that we
expect ION could have difficulty supporting its interest expenses
and debt amortization costs. Additionally, we could lower the
ratings if we thought the company would do an exchange that we
would view as distressed," S&P said. "This would most likely occur
if E&P companies fail to increase spending in seismic activity,
likely due to persistently weak crude oil and natural gas prices."
JANUS INTERNATIONAL: S&P Rates New $75MM Incremental Term Loan B+
-----------------------------------------------------------------
S&P Global Ratings said that its issuer credit rating, existing
debt ratings, and outlook on Temple, Ga.-based Janus International
Group LLC (B/Stable/--) are not affected by its new $75 million
incremental term loan debt issuance.
Proceeds from the new term loan will be used to fund an as yet
undisclosed acquisition and to repay temporary borrowings under the
company's revolving credit facility that were used to finance two
small previously closed acquisitions (Noke and Active Supply &
Design). The new loan will rank pari passu and have the same
maturity date as the company's existing $470 million first-lien
term loan (current balance approximately $468 million) due in
2025.
"We assigned our 'B+' issue-level rating to the new $75 million
term loan, the same as the existing first-lien term loan. The '2'
recovery rating on both reflects our expectation for substantial
(70%-90%; rounded estimate: 75%) recovery in the event of a payment
default. Our recovery rating on the $100 million second-lien senior
secured term loan remains '6', indicating our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery to creditors in
the event of a payment default," S&P said.
Despite the incremental debt issuance, S&P expects adjusted EBITDA
interest coverage to be broadly unchanged at just about 3x, with
debt to EBITDA initially increasing to roughly 6x before falling
back to the 5x-5.5x range over the next 12 months.
"Demand for the company's products remains robust, and Janus'
operating performance is in line with our expectations for fiscal
2018 and 2019, and we expect it to remain so. The company's latest
acquisitions will allow the company to provide complementary
products. However, we expect the relatively small scale and scope
of all three acquisitions to be largely neutral to our view of
Janus' existing business," S&P said.
Ratings List
Janus International Group LLC
Issuer Credit Rating B/Stable/--
New Rating
Janus International Group LLC
US$75 mil senior secured incremental
term loan due 2025 B+
Recovery Rating 2(75%)
JERRY BATTEH: Niermann Buying Jacksonville Rental Property for $85K
-------------------------------------------------------------------
Jerry Batteh asks the U.S. Bankruptcy Court for the Middle District
of Florida to authorize the short sale of his rental property
located at 1914 Clemson Road, Jacksonville, Florida, together with
all existing improvements and fixtures, and personal property, to
Dawn Niermann for $85,000.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The Debtor is the owner of the Property more particularly described
as: Lot 10, Block 9, of Lakewood, Unit No. 06, according to the
Plat thereof as recorded in Plat Book 21, page 41, of the current
public records of Duval County, Florida.
The Debtor has a contract for the purchase of the Property for
$85,000, pursuant to his purchase and sale agreement with the
Buyer. The earnest money deposit is $1,000.
It would be in the best interest of all parties to authorize the
sale of the Property.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Jerry_Batteh_663_Sales.pdf
About Jerry Batteh
Jerry Batteh sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 11-05260) on July 18, 2011. Edward P. Jackson, Esq., in
Jacksonville, Florida, serves as counsel to the Debtor.
The Debtor's Chapter 11 Plan was confirmed by order dated March 26,
2014.
JLAN PROPERTIES: Operating Income to Fund Proposed Plan
-------------------------------------------------------
JLAN Properties, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Pennsylvania a plan of reorganization dated Jan.
31, 2019, which proposes to pay creditors from its operating income
all of such creditors' Allowed Claims.
The Debtor will pay in full all Allowed Priority Unsecured Claims
in Class 4 together with statutory interest in consecutive equal
monthly installments over a period of 60 months commencing as of
the date that the Debtor's bankruptcy petition was filed or unless
otherwise agreed to by the claimant and the Debtors or as agreed
upon by the parties.
Class 5 General unsecured creditors, if any, will be paid 100% of
their Allowed Claims in equal monthly installments over a period of
60 months commencing no greater than 30 days following the
Effective Date.
The Debtor will fund its obligations under this Plan from its
operating income, including, but not limited to, rental payments
received from, or funds paid directly to creditors by, an affiliate
of the Debtor, LAT Realty, LLC and Teberio Properties, LLC.
A copy of the Plan of Reorganization dated Jan. 31, 2019 is
available at https://is.gd/ivfEEM from Pacermonitor.com at no
charge.
About JLAN Properties
JLAN Properties, LLC, is a privately-held operator of
nonresidential buildings.
JLAN Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04205) on October 4,
2018. In the petition signed by Linda Teberio, managing member,
the Debtor estimated assets of less than $500,000 and liabilities
of less than $1 million.
Judge John J. Thomas presides over the case.
KCST USA: Unsecured Creditors' Recovery Unknown Under Plan
----------------------------------------------------------
KCST USA, Inc., filed a plan of reorganization and accompanying
disclosure statement.
Class 3 consists of the Allowed Nonpriority Unsecured Claims are
impaired. In full and complete satisfaction, settlement, release
and discharge of the Allowed Class 3 Claims, each holder of an
Allowed Nonpriority Unsecured Claim will receive a payment as soon
as practicable after the Effective Date equal to a pro rata share
of the Cash Distribution.
Class 2 consists of the Allowed Claim of Westchester Fire Insurance
company are impaired. In full and complete satisfaction,
settlement, release, and discharge of any Claim, the holder of the
Allowed Class 2 Claim shall receive the following treatment, as
applicable:
* Elective Treatment:
The Debtor shall pay the Class 2 claimant, as soon as
practicable following the Effective Date, the sum of $40,000 and
Axia shall pay the Class 2 claimant, as soon as practicable
following the Effective Date, the sum of $51,200. Upon payment of
the amounts set forth in Sections 4.2(c)(1)(i) and the Class 2
claimant shall be deemed to have released Axia of any and all
claims. The Class 2 claimant shall provide notice to obligees of
the Surety Bonds of the termination of the Surety Bonds.
* Non-Elective Treatment:
The Class 2 claimant shall have an Allowed Claim, if any, in
such amount as may be determined by the Bankruptcy Court or agreed
to by the parties. The Class 2 claimant's Allowed Claim shall
participate on a pro rata basis in the Cash Distribution. The
Class 2 claimant shall provide notice to obligees of the Surety
Bonds of the termination of the Surety Bonds.
Class 4 consists of the Allowed Axia Claim are impaired. In full
and final satisfaction, settlement, discharge, and release of the
Allowed Class 4 Claim, Axia shall receive payment in accordance
with the Axia Note, which shall contain the following material
terms:
(1) Principal Amount: The principal amount of the Axia Note
shall be $18,432,738.
(2) Maturity Date. The maturity date of the Axia Note shall be
the expiration of the Network Operator Agreement.
(3) Interest Rate: The Axia Note shall be non-interest bearing.
(4) Payments: The Debtor shall pay the Net Operating Income for
the prior calendar year, if any, to Axia on the 91st day following
the end of each calendar year that ends after the Effective Date.
As soon as practicable after the Effective Date, the Debtor will
pay the Administrative Expense Claims, Priority Tax Claims, and
Class 1, 2, and 3 Claims. The New Transition Services Agreement,
which will take effect on the Effective Date and be for a two year
term unless earlier terminated by the Debtor on thirty (30) days'
notice to the Axia Affiliates, provides that the Axia Affiliates
will continue to provide to the Debtor the same administrative and
operational support services as they have provided under the
Transition Services Agreement ("TSA"). Under the New Transition
Services Agreement, the monthly fee will be $70,000 for the first
twelve months of the term and $80,000 for the second twelve months.
The current charges are approximately $50,000 monthly.
A full-text copy of the Disclosure Statement dated January 31,
2019, is available at https://tinyurl.com/y6gdjsxf from
PacerMonitor.com at no charge.
About KCST USA, Inc.
KCST USA, Inc., based in Concord, Mass., filed a Chapter 11
petition (Bankr. D. Mass. Case No. 17-40501) on March 22, 2017. In
the petition signed by Terrence Fergus, its president, the Debtor
estimated $500,000 to $1 million in assets and $10 million to $50
million in liabilities. The Hon. Elizabeth D. Katz presides over
the case. Andrew G. Lizotte, Esq., and Harold B. Murphy, Esq., at
Murphy & King, P.C., serve as bankruptcy counsel to the Debtor.
Stephen Darr of Huron Consulting Services, LLC, is the chief
restructuring officer.
KENDALL FROZEN: Watchdog Seeks Approval of H. Grobstein as Trustee
------------------------------------------------------------------
The Assistant United States Trustee, Frank M. Cadigan, requested
the U.S. Bankruptcy Court for the Central District of California to
approve the appointment of Howard B. Grobstein as the Chapter 11
Trustee for Kendall Frozen Fruits, Inc.
According to Mr. Cadigan, Steven Werth, Esq., counsel for the
Debtor; Joshua Kluewer, Esq., Counsel for the Creditor, Fruitcola
Leon Ltda.; and Craig Margulies, Esq., Counsel for the Creditor,
Agroindustrial Valle Frio S.A. were consulted regarding the
appointment of the Chapter 11 trustee.
Mr. Grobstein disclosed that he is a disinterested person within
the meaning of Bankruptcy Code Section 101(14).
About Kendall Frozen Fruits
Newport Beach, California-based Kendall Frozen Fruits, Inc. --
https://www.kendallfruit.com/ -- is an industrial food supplier
specializing in the sale and marketing of fruit and vegetable
products since 1939. It offers frozen fruits, dried fruits, juice
concentrates, purees, freeze dried fruit, fruit powders, vegetable
products, chocolate covered dried fruit, and yogurt covered dried
fruit.
Kendall Frozen Fruits sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-14052) on Nov. 5,
2018. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of the same range. Judge
Scott C. Clarkson oversees the case. SulmeyerKupetz, A Professional
Corporation is the Debtor's counsel.
LBI MEDIA: New Plan Removes First Lien Notes Refinance Option
-------------------------------------------------------------
LBI Media, Inc. and its affiliates filed a disclosure statement for
their second amended joint chapter 11 plan of reorganization dated
Jan. 22, 2019.
This latest filing provides new information regarding the First
Lien Notes Refinance Option.
The proposed chapter 11 plans filed by the Debtors on Nov. 23,
2018, Jan. 4, 2019, and Jan. 15, 2019 provided that in the event
that the Restructuring Committee elected to implement a
Reorganization Transaction, the holders of Second Lien Notes Claims
could elect, by Jan. 16, 2019, to purchase the (i) the aggregate
amount of DIP Claims outstanding as of the Voting Deadline, and
(ii) the Allowed amount of the First Lien Notes Claims outstanding
as of the Voting Deadline, without paying the Applicable Premium or
any other unpaid premiums (the "First Lien Notes Refinance
Option"). If the holders of Second Lien Notes Claims had
consummated the First Lien Notes Refinance Option by Jan. 16, 2019,
and otherwise supported the Plan, the holders of Second Lien Notes
Claims would have received 100% of the New Equity Interests (but
waived their recovery on the newly-purchased First Lien Notes
Claims). The First Lien Notes Refinance Option was intended by HPS
to afford the holders of Second Lien Notes Claims the option to
refinance the First Lien Notes Claims -- and obtain 100% of the
equity interests of the Reorganized Debtors -- without having to
pay the Applicable Premium on the First Lien Notes Claims.
The First Lien Notes Refinance Option was also discussed in the
proposed disclosure statements filed on Nov. 23, 2018, Jan. 4,
2019, and Jan. 15, 2019, and was discussed on the record at the
Debtors' first day hearing on Nov. 27, 2018. Accordingly, the First
Lien Notes Refinance Option was disclosed to, and was available for
exercise by, the holders of Second Lien Notes Claims from Nov. 23,
2018, to Jan. 16, 2019. Following the Petition Date, the Debtors
also offered to provide the Junior Noteholder Group with the
Debtors’ long-range business plan pursuant to a non-disclosure
agreement if the holders were willing to be an interested
participant in the Marketing Process or show interest in the First
Lien Notes Refinance Option. The Debtors' investment banker also
attempted to engage with the Junior Noteholder Group's advisors
regarding both the First Lien Notes Refinance Option and the
possibility of the Junior Noteholder Group's participation in the
Marketing Process, but the Junior Noteholder Group did not engage
with the Debtors. Although the Junior Noteholder Group has insisted
that the Second Lien Notes are in the money and that they are the
fulcrum security holders in the Debtor' capital structure, the
Junior Noteholder Group has not engaged with the Debtors and
elected not to exercise the First Lien Notes Refinance Option.
Accordingly, it was removed from the Plan.
A copy of the Disclosure Statement dated Jan. 22, 2019 is available
at:
http://bankrupt.com/misc/deb18-12655-417.pdf
About LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018.
In the petition signed by CFO Brian Kei, the Debtors reported total
assets of $238.7 million and total liabilities of $532.9 million as
of June 30, 2018.
Richards Layton & Finger, P.A., and Weil, Gotshal & Manges LLP
serve as counsel to the Debtors. Guggenheim Securities LLC has
been tapped as investment banker, Alvarez & Marsal North America
LLC as financial advisor, and Epiq Corporate Restructuring LLC as
claims and noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, on Dec. 6 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of LBI Media, Inc. and its
affiliates. The Committee tapped Squire Patton Boggs (US) LLP as
lead counsel, Bayard, P.A., as co-counsel, and Dundon Advisers LLC
as financial advisor.
LIFE SETTLEMENTS: BPCP Offers $5.65M for Substantially All Assets
-----------------------------------------------------------------
Life Settlements Absolute Return I, LLC, and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to authorize the
bidding procedures in connection with the sale of substantially all
assets to BPCP Life Settlement, LLC, for $5.65 million, subject to
overbid.
A hearing on the Motion is set for Feb. 19, 2019 at 2:00 p.m. (ET).
The objection deadline is Feb. 12, 2019 at 4:00 p.m. (ET).
Shortly after the Petition Date, the Debtors contacted multiple
parties, and were contacted by multiple parties, who were or might
be interested in providing a DIP loan to the Debtors or purchasing
the Debtors assets. This marketing process led to the execution of
20 non-disclosure agreements ("NDAs") with well-known funds,
including some of the leading names in the life settlements
industry.
In December 2018, the Debtors were approached by BPCP regarding a
potential offer to purchase the Policies. As a result of the
feedback the Debtors received from Ensign Peak Advisors, Inc.
regarding the proposed DIP Financing, the Debtors determined that,
consistent with their fiduciary duties, they should engage BPCP in
negotiations regarding a potential sale of the Policies. 31. On
Jan. 29, 2019, BPCP made a formal Stalking Horse proposal to
purchase the Policies.
Ultimately, the Debtors and their professionals collectively
determined that the proposal submitted by BPCP, and the continued
marketing process to be completed as part of the Chapter 11 Cases,
would maximize the financial return to their creditor
constituencies with minimal closing risk. BPCP has entered into a
stalking horse purchase and sale agreement with the Debtors.
By the Motion, the Debtors ask an order from the Bankruptcy Court
approving BPCP as the stalking horse bidder and a corresponding
marketing process that would culminate in an auction designed to
maximize the sales price for their assets.
The Debtors propose the following timeline for the sale process:
(i) Bid Procedures Hearing - Feb. 19, 2019; (ii) Proposed Bid
Deadline - 45 days after entry of Bid Procedures Order; (iii)
Auction - 3 business days after Bid Deadline; (iv) Sale Hearing - 3
business days after Auction; and (v) Closing - 3 business days
after entry of Sale Order.
Given their post-petition marketing efforts, the Debtors believe
that the proposed timeline is more than sufficient to complete a
fair and open sale process and maximize the value received for the
assets to be acquired pursuant to the Sale and Purchase Agreement.
A summary of the pertinent terms of the Purchase and Sale
Agreement, including the terms to be highlighted pursuant to Local
Rule 6004-1, is as follows:
a. Property: The Stalking Horse will acquire substantially all
of the Debtors' assets, including all of the Life Settlement
Policies;
b. Buyer's Assumed Obligations: The liabilities to be assumed
by the Stalking Horse include the Executory Contract;
c. Purchase Price: $5.65 million;
d. Payment of Premiums: The Premiums of each of the Life
Settlement Policies will be paid by the Debtors through a date not
earlier than nine months after the Closing Date;
e. Termination and Other Deadlines: Section 9.01 of the
Purchase and Sale Agreement sets forth circumstances under which
the Purchase and Sale Agreement may be terminated;
f. Break-Up Fee, Stalking Horse Expense Reimbursement Amount
and Minimum Overbid Amount: Section 6.01(b) of the Purchase and
Sale Agreement and paragraph 7 of the Bid Procedures Order
contemplate a Break-Up Fee of 3.5% of the of the ultimate winning
bid for the Property, plus documented, out-of-pocket expenses of
the Stalking Horse, including documented legal fees and costs of
Stalking Horse in the aggregate amount not to exceed $350,000. The
first competing bid will be in the sum of $547,750 over and above
the Purchase Price, with subsequent incremental bids in the minimum
amount of $200,000;
g. Closing Conditions: The respective obligations of the
Stalking Horse and the Debtors to consummate the closing of the
transactions contemplated by the Purchase and Sale Agreement are
subject to the satisfaction or waiver of the closing conditions set
forth in Article VII of the Purchase and Sale Agreement;
h. Performance Deposit: The Stalking Horse is required to
deposit $250,000 with Debtors upon entry of the Bid Procedures
Order;
i. Sale Free and Clear: The Sale is free and clear of all
obligations, liabilities and encumbrances;
j. No Successor Liability: The Sale Order provides that the
Stalking Horse and its Affiliates and their respective
predecessors, successors, assigns, members, partners, principals,
directors, officers, and shareholders (or equivalent) have no
obligations with respect to any liabilities of the Debtors other
than the Stalking Horse's obligations assumed under or pursuant to
the Purchase and Sale Agreement; and
k. Relief From Bankruptcy Rule 6004(h): The Sale Order
provides that the Sale Order will be effective and enforceable
immediately upon entry and its provisions will be self-executing.
l. Assumption of Executory Contract: The Stalking Horse
intends to assume the servicing agreement with Clear View Advisors
Corp. for the servicing of the Life Settlement Policies.
Finally, the Purchase and Sale Agreement contemplates a going
concern sale, with a certain designated executory contract to be
assumed and assigned to the Stalking Horse on the Closing Date.
Upon the entry of the Bid Procedures Order, the Debtors will serve
the Motion and all exhibits to the Motion to all Sale Notice
Parties. Within five business days of the entry of the Bid
Procedures Order or as soon thereafter as practicable, the Debtors
will serve upon the Sale Notice Parties the Notice of Auction and
Sale Hearing. As soon as possible after the conclusion of the
Auction, the Debtors will file, but not serve, the Post Auction
Notice identifying the Prevailing Purchaser. Within five (business
days of the entry of the Bid Procedures Order, the Debtors will
file a notice of the Notice of Assumption and Assignment and serve
such notice on all Contract Notice Parties.
Pursuant to Local Rule 6004-1(b)(iv)(O), the Debtors give notice
and ask that any Sale Order be effective immediately by providing
that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d)
are waived.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Life_Settlements_265_Sales.pdf
The Purchaser:
BPCP LIFE SETTLEMENT, LLC
Attn: Charles Andros
3050 Peachtree Road NW, Suite 2
Atlanta, GA 30305
E-mail: charlesandros@bay-pointadvisors.com
The Purchaser is represented by:
John Isbell, Esq.
THOMPSON HINE, LLP
Two Alliance Center
3560 Lenox Road, Suite 1600
Atlanta, GA
E-mail: John.Isbell@thompsonhine.com
About Life Settlements Absolute Return I
Life Settlements Absolute Return I, LLC and Senior LS Holdings,
LLC, are privately held companies that purchase life insurance
policies from policy holders. Their principal assets are located
at 6th and Marquette Minneapolis, MN 55479. The Attilanus Fund I,
L.P., owns 100% equity interest in Life Settlements Absolute.
Affiliates, Life Settlements Absolute Return I, LLC and Senior LS
Holdings, LLC filed separate Chapter 11 petitions (Bankr. D. Del.
Case Nos. 17-13030 and 17-13031, respectively) on Dec. 29, 2017.
In the petitions signed by Robert J. Davey, III,
secretary/treasurer, Life Settlements estimated $10 million to $50
million in assets and $100 million $500 million in liabilities; and
Senior LS estimated $10 million to $50 million in assets and under
$50,000 in liabilities.
The cases are assigned to Judge Mary F. Walrath.
Bayard, P.A., serves as the Debtors' local counsel; Nelson Mullins
Riley & Scarborough LLP, is general bankruptcy counsel; and Elliott
Davis, LLC, is the accountant.
LINTON VETERINARY: May Use Cash Collateral on Interim Basis
-----------------------------------------------------------
The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee has authorized Linton Veterinary
Services, PLLC's use of cash collateral on an interim and
conditional basis through Feb. 15, 2019.
The Debtor is authorized to spend up to a maximum of 115% of the
total amount of the expenses reflected on the Budget. The Debtor is
further authorized to use cash collateral to pay amounts and/or any
fees payable to the Clerk of the Court and to the U.S. Trustee.
Bank of America, N.A. asserts a lien on the Debtor's cash
collateral. The lien of Bank of America is presently believed to be
junior only to certain purchase-money-security interest liens, or
leases, held by another lender on specific equipment. Bank of
America asserts a valid, perfected first-position security interest
in the Debtor's property, including its cash collateral, which
would entitle it to adequate protection for any diminution in the
value of its respective collateral arising from the Debtor's
post-petition use thereof.
Bank of America will receive a replacement security interest under
Section 361(2) of the Bankruptcy Code in the Debtor's post-petition
property and proceeds thereof (excluding the Debtor’s rights
under Sections 544, 545, 546, 547, 548, 549, and 550 of the
Bankruptcy Code), to the same extent and priority as its respective
purported security interest in the Debtor's pre-petition property
and the proceeds thereof.
In addition to the above assurances for adequate protection, the
Debtor offered, and the Court accepted as a condition of this
relief to limit the second $3,000 draw anticipated to principal of
the Debtor (Ashley Manos), shown on the Budget for week ending Feb.
15, 2019, to only be authorized if the Debtor maintains a balance
in the debtor-in-possession bank account of at least $13,000 before
such draw is made, and such draw should made, if at all, after the
other expenses on the Budget have been paid.
The Debtor will also keep its assets insured by reasonable and
sufficient insurance coverage as required by the terms of the loan
documents executed by the Debtor in favor of Bank of America.
A full-text copy of the Order is available at
http://bankrupt.com/misc/tnmb19-00278-22.pdf
About Linton Veterinary Services
Since 2013, Linton Veterinary Services, PLLC, d/b/a Mill Creek
Animal Hospital, has been a veterinary clinic and provider of
veterinarian services and goods.
Linton Veterinary Services filed a voluntary petition for relief
under the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 19-00278) on
Jan. 17, 2019. In the petition signed its member, Ashley B. Manos,
the Debtor disclosed assets of less than $50,000 and debt of less
than $1 million.
The Debtor is represented by Niarhos & Waldron, PLC.
LION COPOLYMER: S&P Withdraws 'B' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings withdrew its 'B' issuer credit rating on
Geismar, La.-based Lion Copolymer Holdings LLC at the issuer's
request.
S&P withdrew all of its ratings on Lion at the issuer's request. At
the time of the withdrawal, S&P's outlook on the company was
stable.
LODESTONE OPERATING: Seeks to Hire Weycer Kaplan as Legal Counsel
-----------------------------------------------------------------
Lodestone Operating, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Weycer, Kaplan,
Pulaski, & Zuber, P.C. as its legal counsel.
The firm will provide these services:
(a) advise the Debtor of its rights, powers and duties in its
Chapter 11 case;
(b) prosecute actions on behalf of the Debtor and take other
necessary actions to protect and preserve its bankruptcy estate;
(c) assist the Debtor in investigating the acts, conduct,
assets and liabilities of the Debtor;
(d) investigate and potentially prosecute preference,
fraudulent transfer, and other causes of action arising under the
Debtor's avoidance powers;
(e) assist the Debtor in the negotiation and preparation of a
plan of reorganization; and
(g) handle all litigation and other contested matters for the
Debtor arising in connection with its bankruptcy case.
Jeff Carruth, Esq., the attorney who will be handling the case,
will charge an hourly fee of $425.
Mr. Carruth attests that Weycer is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeff Carruth, Esq.
Weycer, Kaplan, Pulaski, & Zuber, P.C.
Eleven Greenway Plaza, Suite 1400
Houston, TX 77046
Phone: (713) 341-1158
Fax: (866) 666-5322
Email: jcarruth@wkpz.com
About Lodestone Operating Inc.
Lodestone Operating, Inc., is a privately held company in Houston,
Texas engaged in oil and gas production.
Lodestone Operating sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 18-33932) on July 16,
2018. In the petition signed by David M. Reavis, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.
Judge Eduardo V. Rodriguez presides over the case.
LUMENS HOLDINGS: April 17 Public Auction Set
--------------------------------------------
Lumens Holdings 1 LLC's 100% membership interest in Greenleaf-TNX
Cleark Skies II LLC, and Greenleaf-TNX Clear Skies IV LLC, will be
offered for sale at a public auction on April 17, 2019, at 10:00
a.m., at the law offices of Allen & Overy LLP, 1221 Avenue of the
Americas, New York, New York 10020, to the highest qualified bidder
pursuant to Section 9-610 of the Uniform Commercial Codes as
enacted in the State of New York.
Further information regarding the sale, contact Kevin Glodowski at
Tel: (212) 403-3663 or Simon Pratt at Tel: (212) 403-3604.
LYFE TEA LLC: Allowed to Use Cash Collateral on Interim Basis
-------------------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee has issued an interim order
authorizing Lyfe Tea, LLC's conditional use of cash collateral.
The Debtor is authorized to spend up to a maximum of 105% of the
total amount set forth on the budget to pay the expenses reflected
on the Budget. The Debtor is further authorized to use cash
collateral to pay amounts and/or any fees payable to the Clerk of
the Court and to the U.S. Trustee.
Jason Brubacher asserts a valid, perfected first-position security
interest in the Debtor's property, including the Debtor's cash
collateral. Advance Merchant Services, LLC ("AMS") also asserts a
lien on the Debtor's cash collateral. As to which assets of the
Debtor AMS' lien attaches is not known by Mr. Brubacher. However,
Mr. Brubacher has not subordinated his senior position to AMS with
respect to any of the Debtor's assets. Therefore, based on the
timing of the UCC filings and applicable laws of perfection, the
Court determines that any security interest in the Debtor's cash
collateral is junior to Brubacher's interest therein.
As interim adequate protection for the use of and any diminution in
the value of the collateral, Mr. Brubacher is granted the
following:
(a) Mr. Brubacher will receive adequate protection payments
in the amount of $1,000 per week during the interim period.
(b) Mr. Brubacher will receive a replacement security
interest in the Debtor's post-petition property and proceeds
thereof, to the same extent and priority as its respective
purported security interest in the Debtor's pre-petition property
and the proceeds thereof.
(c) The Debtor will keep its assets insured by reasonable and
sufficient insurance coverage as required by the terms of the
documents executed by the Debtor in favor of Mr. Brubacher and will
provide Mr. Brubacher proof of such insurance coverage.
(d) The Debtor will provide Brubacher weekly financial
reports on the Wednesday following the prior week, which report
contains and reflects the following minimum items (i) the cash
revenues collected and the cash expenditures disbursed by the
Debtor during the preceding week; (ii) a comparison of the actual
revenues and expenditures to the budgeted amounts; and (iii) such
other information as may be reasonably requested by Mr. Brubacher.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/tnmb19-00137-23.pdf
About Lyfe Tea LLC
Lyfe Tea LLC filed a Chapter 11 petition (Bankr. M.D. Tenn. Case
No. 19-00137) on Jan. 10, 2019. The petition was signed by Angelia
Shockley, member manager. At the time of filing, the Debtor
estimated $100,001 to $500,000 in assets and $500,001 to $1 million
in liabilities. The Debtor is represented by Steven L. Lefkovitz
of Lefkovitz and Lefkovitz, PLLC.
MALLINCKRODT PLC: Bank Debt Trades at 7% Off
--------------------------------------------
Participations in a syndicated loan under which Mallinckrodt Plc is
a borrower traded in the secondary market at 92.79
cents-on-the-dollar during the week ended Friday, February 1, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.29 percentage points from the
previous week. Mallinckrodt Plc pays 275 basis points above LIBOR
to borrow under the $1.865 billion facility. The bank loan matures
on September 27, 2024. Moody's rates the loan 'Ba1' and Standard &
Poor's gave a 'BB' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, February 1.
MAMMOET-STARNETH: Unsecureds to Recover 8.4%-100% Under New Plan
----------------------------------------------------------------
Mammoet-Starneth LLC filed a disclosure statement for its second
amended chapter 11 plan of liquidation dated Feb. 1, 2019.
The second amended plan provides that Getzler Henrich, on behalf of
the Debtor, solicited bids for the Debtor's assets through various
means including private communications and public notices,
including notices published in the Financial Times and the New York
Times. Getlzer Henrich received 10 bids for various lots, and on
Jan. 16, 2019 conducted an auction with five bidders after several
bidders declined to participate or conform their bids in accordance
with the approved bidding procedures and one additional offer was
withdrawn. At the conclusion of the auction, the Debtor determined,
in its business judgment and in accordance with the approved
bidding procedures, that (i) European Wire Rope Stock ("EWRS") was
the successful bidder and EWRS's bid was the highest and best bid
for the Debtor's interest in the assets located in the lots
identified as lots 3, 4 and 5 for a purchase price of $30,000 (the
"EWRS Sale"); (ii) Jansen Recycling Group BV was the successful
bidder and Jansen's bid was the highest and best bid for the
Debtor's interest in the assets located in the lots identified as
lots 1, 8, 10, 13, 14, 15 and 17 for a purchase price of $197,000
(the "Jansen Sale"); and (iii) Reserve FTL, LLC d/b/a Reserve
Martine Terminals was the successful bidder and Reserve's bid was
the highest and best bid for the Debtor's interest in the assets
located in the lot identified as lot 20 for a purchase price of
$82,500 (the "Reserve Sale").
At a hearing conducted Jan. 23, 2019, the Bankruptcy Court approved
the Jansen Sale and the Reserve Sale, but declined to approve the
EWRS Sale. The resulting gross aggregate sale price of lots 1, 8,
10, 13, 14, 15, 17, and 20 of $279,500 is subject to downward
adjustment in the event that the purchasers are unable to obtain
possession of the assets from the parties currently in possession
of the assets. Further, the availability of the sale proceeds for
distribution to the Debtor's creditors is contingent upon, among
other things, (i) the occurrence of the closings of the sales, (ii)
the amount of any net proceeds remaining after payment of the costs
and expenses relating to the disposition of the assets, and (iii)
the absence of any adverse determination of ownership of the assets
in the New York Wheel Litigation.
This latest plan also discloses that following the termination of
the "Standstill Period," the Debtor, MUSA, and New York Wheel
engaged in discussions resulting in the Plan Settlement Term Sheet,
which provides for, among other things, (i) the terms of a
mutually-agreeable bankruptcy plan (which have been incorporated
into the Plan), including the waiver of any right to a distribution
under the Plan on the part of New York Wheel; (ii) a path to
consensual confirmation of the Plan and the orderly winding down of
the Chapter 11 Case; (iii) the preservation of certain Claims and
Causes of Action between MUSA, certain of its affiliates, and New
York Wheel; and (iv) resolution of the New York Wheel Litigation in
the United States District Court for the Southern District of New
York.
In addition, general unsecured creditors are now projected to
recover 8.4%-100% instead of the 3.8%-100% projected in the
previous plan.
A copy of the redlined Disclosure Statement dated Feb. 1, 2019 is
available at https://is.gd/bwJTMI from Pacermonitor.com at no
charge.
About Mammoet-Starneth
Mammoet-Starneth, LLC, a company based in Wilmington, Delaware,
designs and constructs giant observation wheels and structures.
Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12925) on Dec. 13, 2017. In the petition signed by manager
Christiaan Lavooij, the Debtor estimated assets and liabilities of
$100 million to $500 million.
Laurie Selber Silverstein is the case judge.
The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel,
and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as
its co-counsel. William Henrich, CRO, at Getzler Henrich &
Associates, LLC, serves as the Debtor's restructuring advisor.
Rust Consulting/Omni Bankruptcy as its balloting agent.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
MAYFLOWER COMMUNITIES: Seeks Access to UMB Bank Cash Collateral
---------------------------------------------------------------
Mayflower Communities, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to use cash
collateral against which it believes UMB Bank, N.A. ("Trustee")
will assert a security interest.
The Debtor operates The Barrington of Carmel, a continuing care
retirement community in Carmel, Indiana. In the ordinary course of
its operations, the Debtor requires cash on hand and cash flow from
its revenues to fund operations including the care of the residents
in its community.
In addition, the Debtor requires cash on hand to fund its chapter
11 case and to maintain its going concern value towards an
anticipated sale. Absent the use of the cash, the Debtor will be
forced to cease operations of its business, thereby putting in
jeopardy the care, health and safety of its residents.
Pursuant to the Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, the Master Trust Indenture, as part
of the bond financing used in the acquisition and development of
its community, the Debtor granted the Trustee, as successor to The
Bank of New York Mellon Trust Company, N.A., a security interest in
its real and personal property.
The Debtor believes that the Trustee does not have a perfected
security interest in either the Debtor's prepetition cash held in
its operating accounts nor the revenues it expects to receive
postpetition. The Debtor believes that any security interest
asserted by the Trustee is subject to avoidance.
However, in the interim period until the Court can make a
determination as to the rights of the Trustee, the Debtor proposes
to segregate and account for all cash in excess of its operating
needs as are set forth in the annexed 13-Week Budget.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txnb19-30283-17.pdf
About Mayflower Communities
Mayflower Communities, Inc. --
https://www.thebarringtonofcarmel.com/ -- operates The Barrington
of Carmel a senior living retirement community in Carmel, Indiana.
Mayflower provides nursing care, memory support, rehabilitation,
retirement home, assisted living, and independent living.
Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex.
Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Harlin DeWayne Hale oversees the case.
DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R.
Califano, and Rachel Nanes, serve as counsel to the Debtor. Ankura
Consulting Group, LLC, is the restructuring advisor. Larx Advisors,
Inc., is the financial advisor. Cushman & Wakefield U.S., INC., is
serving as investment banker. Donlin Recano & Company, Inc., is
the claims agent.
MAYFLOWER COMMUNITIES: U.S. Trustee Forms Residents' Committee
--------------------------------------------------------------
The Office of the Trustee on Feb. 11 appointed these claimants to
the official residents' committee in the Chapter 11 case of
Mayflower Communities Inc.
The committee members are:
(1) Robert Reynolds
1335 S. Guilford Rd, #3505
Carmel, IN 46032
Phone: (317) 319-0376
Email: ReynoldsRH1@yahoo.com
(2) Donald E. Boelke
1335 South Guilford Rd., #3102
Carmel, IN 46032
Phone: (317) 372-2227
Email: Dboelke2@gmail.com
(3) Ralph E. Lundgren
1335 S. Guilford Rd., #3101
Carmel, IN 46032
Phone: (317) 844-3812
Email: rlund92355@aol.com
(4) William R. Coffey
1299 Middle Gulf Dr. #112
Sanibel, FL 33957
Phone: (317) 815-1963
Email: bill-lizcoffey@sbcglobal.net
(5) Lawrence Mark Henderson, Jr.
1335 S. Guilford Rd., #1307
Carmel, IN 46032
Phone: (317) 846-9635
Email: jackmarksue@att.net
About Mayflower Communities
Mayflower Communities, Inc. --
https://www.thebarringtonofcarmel.com/ -- operates The Barrington
of Carmel a senior living retirement community in Carmel, Indiana.
It provides nursing care, memory support, rehabilitation,
retirement home, assisted living, and independent living.
Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex.
Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Harlin DeWayne Hale oversees the case.
DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R.
Califano, and Rachel Nanes, serve as counsel to the Debtor. Ankura
Consulting Group, LLC is the restructuring advisor. Larx Advisors,
Inc. is the financial advisor. Cushman & Wakefield U.S., Inc.
serves as investment banker. Donlin Recano & Company, Inc. is the
claims agent.
MERCADO'S MEAT: Taps Gabriel Liberman as Legal Counsel
------------------------------------------------------
Mercado's Meat Distribution, Inc. received approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire the
Law Offices of Gabriel Liberman, APC as its legal counsel.
The firm will represent the Debtor in its Chapter 11 case. It
received a retainer in the sum of $25,000, of which $8,171.50 was
used to pay the filing fee and pre-bankruptcy attorney fees.
Gabriel Liberman, Esq., the attorney who will be handling the case,
will charge an hourly fee of $275. Paraprofessionals will charge
$150 per hour.
Mr. Liberman disclosed in a court filing that the firm and its
attorneys are "disinterested persons" within the meaning of
Sections 101(14) of the Bankruptcy Code.
The counsel can be reached through:
Gabriel E. Liberman, Esq.
Law Offices of Gabriel Liberman, APC
2033 Howe Avenue, Suite 140
Sacramento, CA 95825
Tel: (916) 485-1111
About Mercado's Meat Distribution Inc.
Mercado's Meat Distribution, Inc., a meat wholesaler in Willows,
California, filed a voluntary Chapter 11 petition(Bankr. E.D. Cal.
Case no. 19-20301) on January 17, 2019. At the time of the filing,
the Debtor estimated less than $50,000 in assets and $500,000 to $1
million in liabilities. The case has been assigned to Judge
Christopher M. Klein. The Law Offices of Gabriel Liberman, APC is
the Debtor's legal counsel.
MIRION TECHNOLOGIES: S&P Affirms 'B' ICR, Outlook Stable
--------------------------------------------------------
San Ramon, Calif.-based nuclear measurement and detection system
provider Mirion Technologies Inc. announced plans to refinance its
debt with new senior secured credit facilities comprising a $90
million revolving credit facility and $450 million and EUR125
million first-lien term loans.
S&P Global Ratings on Feb. 12 affirmed its 'B' issuer credit rating
on Mirion. At the same time, S&P assigned its 'B' issue-level
rating and '3' recovery rating to the company's proposed revolving
credit facility and first-lien term loans. S&P it will withdraw
its issue-level rating on the company's existing debt at the close
of the transaction.
The rating affirmation reflects the modest incremental leverage as
a result of the refinancing, with additional debt of about $20
million, according to S&P.
"The affirmation also includes our expectation of continued revenue
growth and improving operating leverage, as synergies from the
Canberra acquisition are realized, and the bulk of
integration-related expenses are largely in the past," S&P said.
"As a result, we expect the company's adjusted debt to EBITDA will
continue to improve towards the 6x area over the next 12 months,
providing some cushion relative to our 6.5x downside threshold."
The stable outlook on Mirion reflects S&P's belief that the
company's expected revenue growth and ongoing operational
improvements will allow it to support margins in the low- to
mid-20% range, while maintaining adjusted debt-to-EBITDA margins of
less than 6.5x over the next 12-18 months.
"We could lower our rating on Mirion if leverage increases above
6.5x on a sustained basis. This could happen if the company's
operating performance deteriorates due to underperformance in Asian
markets as a result of unfavorable regulatory environments, a
decline in national defense spending, or a strengthening U.S.
dollar, such that free operating cash flow (FOCF) or liquidity
meaningfully diminish," S&P said. "We could also lower our rating
if the company pursues large, transformative debt-funded
acquisitions or shareholder returns that limit its ability to hold
leverage below 6.5x."
"Our rating on Mirion is constrained by its ownership of private
equity sponsor Charterhouse Capital Partners L.P. and our belief
that financial sponsor owners frequently extract cash and increase
leverage of owned companies through acquisitions and dividends over
time," S&P said. "Although unlikely over the next 12-18 months, we
could raise the rating if we believed the sponsor was committed to
adopting a more conservative financial policy, particularly around
acquisitions, which would enable Mirion to reduce and maintain
leverage below 5.0x."
MR MILCENT: Seeks Approval of Interim Cash Collateral Agreement
---------------------------------------------------------------
Mr. Milcent & Sons, LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey of its Proposed Agreement for
the interim use of cash collateral.
The Debtor and Medallion Financial Corp. submit the following
agreement for the use of cash collateral:
(a) The Debtor has acknowledged and agreed that as of the
Petition Date, Medallion Financial Corp. has a valid and subsisting
first lien and security interest in City of Newark Taxi Medallion
No. 238, 2008 Dodge, accounts receivables and equipment & inventory
securing the Debtor's indebtedness, in the principal amount of
$318,400 together with accrued interest, fees and costs;
(b) The Debtor executed a Secured Promissory Note in the
amount of $318,400 secured by City of Newark Taxi Cab Medallion No.
238 along with the Debtor's vehicle, accounts receivables,
machinery and equipment;
(c) The Note required monthly payments of $1,967.71 and the
Debtor defaulted under the terms of the Note;
(d) Medallion Financial Corp. has consented to the interim
use of cash collateral conditioned upon the monthly payment of
$1,750 on the 15th of each month until May 15, 2019;
(e) In the event that the Debtor defaults in making timely
payments, the Debtor agrees that Medallion Financial Corp. will be
entitled to relief from the automatic stay except on the basis of
demonstrating Debtor's compliance with the Agreement for Use of
Cash Collateral; and
(f) Medallion Financial Corp. may also move to vacate the
Stay in the event of an appointment of a trustee and/or failure by
the Debtor to timely file a Plan.
A copy of the Proposed Cash Collateral Agreement is available at
http://bankrupt.com/misc/njb18-34191-23.pdf
About Mr. Milcent & Sons
Mr. Milcent & Sons, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 18-34191) on Dec. 9, 2018.
The petition was signed by Debtor's authorized representative,
Levagile Milcent. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of less than $500,000.
The Debtor tapped Andril & Espinosa, LLC, as its legal counsel.
NEXSTAR BROADCASTING: Moody's Withdraws Sec. Debt Ratings in 2 VIEs
-------------------------------------------------------------------
Moody's Investors Service withdrawn the senior secured debt ratings
of Marshall Broadcasting Group, Inc. and Shield Media LLC, both
consolidated variable interest entities of Nexstar Broadcasting
Group, Inc.
Withdrawals:
Issuer: Marshall Broadcasting Group, Inc.
Senior Secured Revolving Credit Facility, Withdrawn, previously
rated Ba3 (LGD3)
Issuer: Shield Media LLC
Senior Secured Revolving Credit Facility, Withdrawn, previously
rated Ba3 (LGD3)
Senior Secured Term Loan A2, Withdrawn, previously rated Ba3
(LGD3)
Outlook Actions:
Issuer: Marshall Broadcasting Group, Inc.
Outlook, Changed To Rating Withdrawn From Stable
Issuer: Shield Media LLC
Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
Moody's has decided to withdraw the ratings for its own business
reasons.
NORTHERN OIL: Crestview Partners Has 12.8% Stake as of Dec. 31
--------------------------------------------------------------
Crestview Partners III GP, L.P., Crestview W2 Holdings, L.P., and W
Energy Partners LLC disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, they
beneficially own 48,611,632 shares of common stock of Northern Oil
& Gas, Inc., which represents 12.85 percent of the shares
outstanding. The percentage is based on 378,340,261 shares of
Common Stock of the Issuer outstanding as of Dec. 10, 2018 as
reported in the Issuer's Amendment No. 1 to Registration Statement
on Form S-3 filed Dec. 12, 2018. A full-text copy of the regulatory
filing is available for free at https://is.gd/ssMjHw
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana. The Company's common stock trades on the NYSEAmerican
market under the symbol "NOG".
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of Sept. 30, 2018, the Company had $1.06 billion in total
assets, $1.05 billion in total liabilities and $11.20 million in
total stockholders' equity.
NOVUM PHARMA: U.S. Trustee Forms 5-Member Committee
---------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Feb. 12 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Novum Pharma, LLC.
The committee members are:
(1) Cardinal Health LLC
Attn: Michael Yeager
7000 Cardinal Place
Dublin, OH 43017
Phone: 614-553-3121
(2) AmerisourceBergen
Attn: Andrew Schinzel
227 Washington Street
Conshohocken, PA 19428
Phone: 610-727-7443
(3) McKesson Corporation
Attn: Ben Zimmerman
6555 State Highway 161
Irving, TX 75039
Phone: 972-446-5831
(4) Mirada Pharmaceuticals, LLC
Attn: Matthew Redling
27 Sentinel Drive
Basking Ridge, NJ 07920
Phone: 908-268-4243
(5) Biopharma Operations LLC
Attn: Jose De Leon
30 Shelly Dr.
Hackettstown, NJ 07840
Phone: 973-879-4603
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Novum Pharma
Founded in 2015, Novum Pharma, LLC -- http://www.novumrx.com/-- is
a global specialty pharmaceutical company which owns a portfolio of
topical dermatology products that it purchased from Primus
Pharmaceuticals, Inc., in March 2015. The dermatology products are
marketed under the names Alcortin, Alcortin A, Quinja (formerly
Aloquin) and Novacort. Each product is a fungicidal gel used to
treat a variety of skin conditions.
Novum Pharma sought Chapter 11 protection (Bankr. D. Del. Case No.
19-10209) on Feb. 3, 2019.
Novum Pharma estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.
The Debtor tapped Cole Schotz P.C. as general bankruptcy counsel;
CR3 Partners, LLC as financial advisor; Teneo Capital LLC as
investment banker; and Kurtzman Carson Consultants, LLC as claims
and noticing agent.
OAKLAND PARK: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
-------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida directed the United States Trustee to
immediately appoint a Chapter 11 trustee for Oakland Park Inn Inc.
The order to appoint a Chapter 11 trustee for the Debtor was made
pursuant to the request made by Broward County and the U.S.
Trustee.
About Oakland Park Inn
Oakland Park Inn Inc. -- http://ramadaoaklandparkinn.com/-- owns
and operates the Ramada Oakland Park Inn located at 3001 N. Federal
Hwy., Fort Lauderdale 33306. The Ramada branded hotel features
outdoor heated pool, business center, fitness center, tiki bar, and
restaurant.
Oakland Park Inn, Inc., based in Fort Lauderdale, FL, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10620) on Jan.
16, 2019. In the petition signed by Walter W. Johnson, Jr.,
authorized representative, the Debtor disclosed $7,118 in assets
and $3,187,752 in liabilities. The Hon. John K. Olson oversees the
case. Kevin C. Gleason, Esq., at Florida Bankruptcy Group, LLC,
serves as bankruptcy counsel.
OAKLAND PARK: Seeks to Hire Hospitality Consultants as Manager
--------------------------------------------------------------
Oakland Park Inn, Inc. seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Robert
Goldstein of Hospitality Consultants Management Service, Inc. to
manage the operation of its 102-room inn in Fort Lauderdale,
Florida.
The services required of the manager are:
I. Hire, Train and Supervise the Executive Management Staff of
the Property
II. Establish Complete Sales and Marketing Program
a) Approve all sales and marketing budgets and
expenditures.
b) Coordinate sales and marketing collateral and
advertising.
c) Provide corporate support in sales and marketing.
d) Attend trade shows, sales blitzes and meetings on behalf
of HCMSI operated properties.
e) Procure, negotiate and review group, corporate and tour
contracts and agreements.
III. Prepare Marketing Plan and Budgets
a) Prepare a detailed marketing plan to be approved by
ownership prior to each fiscal year.
b) Prepare a detailed operating budget to be approved by
ownership prior to each fiscal year.
c) Recommend capital improvement expenditures and prepare a
Capital Improvements Budget prior to each fiscal year for ownership
approval.
IV. Prepare and submit monthly progress reports
V. Quality Assurance Program
a) Perform routine property inspections to assure quality
in all departments and to conform with franchisor quality
assurance, service and guest satisfaction standards.
VI. Staffing and Training Programs
a) Provide ongoing staffing review and training programs to
assure well-trained staff and provide excellence in productivity
and guest service.
b) Recruit and interview potential management candidates
and management trainees and serve as a personnel source or pool for
the property.
c) Review payroll service options, POE options (employee
leasing) or other options to optimize this process for the specific
property.
VII. Review and establish a complete and accurate system of
accounting, financial controls and cash management.
VIII. Provide or arrange for the best and most cost effective
insurance coverage or review existing coverage to conform to the
requirements of ownership and the franchisor, if applicable.
IX. Review property tax assessments and work with and on behalf
of ownership to obtain reductions, as may be required or desired.
X. Review property systems and provide recommendations to
ownership.
XI. Review or negotiate maintenance contracts and service
agreements, as required.
XII. Consult with ownership on financing alternatives
XIII. Interface with franchisor on all operational, construction,
refurbishing, quality assurance, guest service, and sales and
marketing issues.
XIV. Consult with owner on architectural and interior design
issues, interface with architect and interior designer as well as
the franchisor.
XV. Provide purchasing sources and power to the property for
the purchase of quality products, goods and services at quantity
discounts made available to HCMSI. Pass on any discounts to the
property.
XVI. Negotiate or re-negotiate all leases for equipment and
rental space in the best interest of ownership, including rooftop
"air" space for cellular and radio equipment.
XVII. Review real estate disposition and marketing options with
ownership, and provide real estate valuation and brokerage services
through affiliates of HCMSI, if applicable and desired.
The management fee is $5,000 per month or 4% of gross revenue,
whichever is greater, plus an additional $1,500 per month for
off-site financial management and accounting, for a total base fee
of $6,500 per month.
Robert Goldstein of HCMSI disclosed in a court filing that he and
his firm do not have any connection with the creditors or other
"parties in interest."
The firm can be reached through:
Robert Goldstein
Hospitality Consultants, Inc.
622 Banyan Trail, Suite 200
Boca Raton, FL 33431
Toll Free: 800-468-3572
Main: 561-997-4002
Fax: 561-997-4003
E-mail: bobg@hcrsi.com
About Oakland Park Inn
Oakland Park Inn Inc. -- http://ramadaoaklandparkinn.com/-- owns
and operates the Ramada Oakland Park Inn located at 3001 N. Federal
Hwy., Fort Lauderdale 33306. The Ramada branded hotel features
outdoor heated pool, business center, fitness center, tiki bar, and
restaurant.
Oakland Park Inn, Inc., based in Fort Lauderdale, Florida, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10620) on Jan.
16, 2019. In the petition signed by Walter W. Johnson, Jr.,
authorized representative, the Debtor disclosed $7,118 in assets
and $3,187,752 in liabilities. The Hon. John K. Olson oversees the
case. Kevin C. Gleason, Esq., at Florida Bankruptcy Group, LLC,
serves as bankruptcy counsel.
OMA GROUP: Seeks to Hire E.P. Bud Kirk as Bankruptcy Attorney
-------------------------------------------------------------
OMA Group LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to hire an attorney in connection with
its Chapter 11 case.
The Debtor proposes to employ E.P. Bud Kirk, Esq., to give advice
regarding its duties under the Bankruptcy Code; assist in the
preparation of a bankruptcy plan; examine tax claims; and provide
other legal services necessary to administer its bankruptcy
estate.
Mr. Kirk charges an hourly fee of $300 for his services.
Paralegals assisting him charge $90 per hour.
Mr. Kirk received a retainer in the sum of $5,000. Prior to its
bankruptcy filing, the Debtor paid $1,800 for the pre-bankruptcy
services provided by the attorney.
In a court filing, Mr. Kirk disclosed that he does not hold any
interest adverse to the Debtor's bankruptcy estate, creditors and
equity security holders.
Mr. Kirk maintains an office at:
E. P. Bud Kirk, Esq.
Terrace Gardens, Building 4, Suite 400
600 Sunland Park Drive
El Paso, TX 79912
Tel: (915) 584-3773
Fax: (915) 581-3452
Email: budkirk@aol.com
About OMA Group LLC
OMA Group LLC is a single asset real estate debtor (as defined in
11 U.S.C. Section 101(51B)). It owns in fee simple a property
located at 110 Borderland Drive, El Paso, Texas, with a current
value of $5.80 million.
OMA Group sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Tex. Case No. 19-30183) on Feb. 4, 2019. At the time
of the filing, the Debtor disclosed $5,804,338 in assets and
$3,099,186 in liabilities. The case is assigned to Judge
Christopher H. Mott. E.P. Bud Kirk, Esq., is the Debtor's counsel.
ONEMAIN HOLDINGS: S&P Raises ICR to 'BB-', Outlook Stable
---------------------------------------------------------
S&P Global Ratings on Feb. 12 announced it raised its issuer credit
ratings on OneMain Holdings Inc. and the company's subsidiary,
Springleaf Finance Corp., to 'BB-' from 'B+', and said the outlook
is stable.
At the same time, S&P also raised the issue ratings on Springleaf
Finance Corp.'s senior unsecured debt to 'BB-' and AGFC Capital
Trust preferred stock to 'B-'.
The upgrade reflects S&P's expectation that OneMain will lower
leverage to 4.5x-4.75x debt to adjusted total equity (ATE) on a
sustained basis while net-charge-offs remain below 6.5%. For
year-end 2018, the company's leverage, measured as debt to ATE,
declined to 5.9x compared with 7.1x as of year-end 2017. Based on
management's leverage guidance of about 6.0x debt to tangible
equity, S&P expects leverage between 4.5x-4.75x based on its
calculation of debt to ATE. S&P's expects leverage to continue to
decline as earnings bolster equity.
Since the Springleaf acquisition of OneMain in 2015, the company
has retained its earnings to build equity, not paid any dividend,
and reduced leverage to its target of 7.0x. In 2019, OneMain plans
to use part of excess cash flows to pay an annual dividend of about
$135 million and reduce leverage toward the management target of
6.0x. For 2019, as the company grows its secured lending book to
about 50% of its receivables, S&P expects gross yields to remain
around the mid-20% area with net charge-offs around mid-6%, for a
risk-adjusted yield in the high teens.
In S&P's view, OneMain has a well-diversified funding mix, with
50%-55% securitizations and 50%-45% unsecured debt. In 2018, the
company accessed the debt markets and issued $2.85 billion in
unsecured senior notes at a weighted average cost of about 7%. The
proceeds were used for general corporate purposes, to redeem $700
million of 6.75% notes due 2019, and $800 million of 7.25% notes
due 2021. The company also accessed the asset-backed securitized
(ABS) market and issued $1.9 billion of notes, backed by personal
loans and direct auto loans, at a weighted average rate of about
3.6%. The firm has $686 million of unsecured debt maturities in
2019 and has $1.3 billion due in 2020. S&P does not expect the
firm to have difficulty in funding its unsecured maturities as it
can draw on its $6.0 billion conduit facilities, if needed. S&P
continues to expect the firm to access the securitization and debt
market to refinance and fund its receivables growth.
"The stable outlook reflects our expectations that over the next 12
months OneMain will maintain its competitive position in nonprime
consumer lending and operate with leverage, measured as debt to
ATE, of 4.5x-4.75x on a sustained basis. We expect net charge-offs
to remain below 6.5% on a consistent basis and the firm to maintain
its existing funding mix," S&P said.
"We could lower our ratings over the next 12 months if debt to ATE
rises above 6.5x or if net charge-offs rise toward 8% on a
sustained basis. We could also lower the ratings if the company
takes on large debt-funded initiatives or competitive pressures
increase in the subprime installment lending industry, such that
risk-adjusted yields decline and negatively affect earnings," S&P
said.
S&P said it could raise the rating over the next 12 months if
OneMain's leverage, measured as debt to ATE, declines comfortably
below 4.5x on a sustained basis. An upgrade would also be dependent
on net charge-off remaining around 6.5% and the firm maintaining
its existing business and funding mix, according to S&P.
OSR PATENT: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
-----------------------------------------------------------
An Order from the U.S. Bankruptcy Court for the Northern District
of Texas, dated February 13, 2019, directed the United States
Trustee to appoint a Chapter 11 trustee for OSR Patent LLC.
The Order was made pursuant to the request of Paul Siragusa
regarding the appointment of a Chapter 11 trustee for the Debtor.
The Court further directed the Debtor and/or any party holding
property of the estate to immediately turn over possession and
control of all of the Debtor’s assets and operations to the
chapter 11 trustee.
About OSR Patent and Shoe Shield
Based in Addison, Texas, OSR Patent LLC filed a voluntary Chapter
11 petition (Bankr. N.D. Tex. Case No. 19-30180) on Jan. 18, 2019.
An affiliate, Shoe Shields LLC, also filed a voluntary Chapter 11
petition (Bankr. N.D. Tex. Case No. 19-03007) on Jan. 24, 2019.
At the time of filing, the Debtor had $100,001 to $500,000 in
estimated assets and $50,001 to $100,000 in estimated liabilities.
The petition was signed by Sangeeta Rajpal, manager.
The Debtor is represented by:
John J. Gitlin
16901 Park Hill Drive
Dallas, TX
Tel: 972-385-8450
Email: johngitlin@gmail.com
PACIFIC DRILLING: Court Approves Zonda Debtors' Plan Outline
------------------------------------------------------------
Bankruptcy Judge Michael E. Wiles approved the disclosure statement
by Pacific Drilling VIII Limited and Pacific Drilling Services Inc.
of the Zonda Plan Debtors.
The Court finds that the Disclosure Statement complies with
Bankruptcy Rule 3016(c) and describes, in specific and conspicuous
language, the acts to be enjoined and the entities subject to the
injunction, exculpation, and release (including third-party
release) provisions contained in the Plan.
As to each of the Zonda Plan Debtors, the Disclosure Statement
contains adequate information within the meaning of section 1125 of
the Bankruptcy Code, and no further information is necessary.
The Troubled Company Reporter previously reported that The Zonda
Plan Debtors are engaged in the Zonda Arbitration with SHI in
connection with the Zonda Construction Contract. Under the Plan,
all Claims against the Zonda Plan Debtors are unimpaired, and will
be paid in full, with the exception of the Zonda Secured Claims and
the Zonda Deficiency Claims. If the Zonda Plan Debtors do not
prevail in the Zonda Arbitration, Intercompany Claims will likely
be cancelled. If the Zonda Plan Debtors Prevail in the Zonda
Arbitration, the Reorganized Zonda Debtors will become guarantors
on the following notes, in connection with the proposed
restructuring of the Zonda Plan Debtors.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/nysb17-13203-14.pdf
About Pacific Drilling
Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater and
complex well construction services. Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion. The average
useful life of a drillship exceeds 25 years.
On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.
Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP and Jones
Walker LLP as special counsel; and Prime Clerk LLC as claims and
noticing agent; Deloitte Financial Advisory Services LLP, as
accounting advisor to the Debtor.
The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.
The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.
The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.
The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.
PARIS MANAGEMENT: Seeks to Hire John Dunlap as Bankruptcy Attorney
------------------------------------------------------------------
Paris Management, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Tennessee to hire an attorney in
connection with its Chapter 11 case.
The Debtor proposes to employ John Dunlap, Esq., an attorney based
in Memphis, Tennessee, to give legal advice regarding its duties
under the Bankruptcy Code; negotiate with its creditors; assist in
the preparation of a reorganization plan or in the sale of its
assets; and provide other legal services related to the case.
Mr. Dunlap will charge an hourly fee of $200. He received $2,500,
of which $1,717 was used to pay the filing fee. The balance of $783
is being held in his escrow account as a retainer.
The attorney is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
Mr. Dunlap maintains an office at:
John E. Dunlap, Esq.
3294 Polar Avenue, Suite 240
Memphis, TN 38111
Phone: (901) 320-1603
Fax: (901) 320-6914
Email: jdunlap00@gmail.com
About Paris Management
Paris Management, LLC, is a Mississippi limited liability company
doing business in Shelby County, Tennessee. All of its assets are
located in Shelby County, Tennessee.
Paris Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-20957) on Feb. 1,
2019. The case is assigned to Judge Paulette J. Delk. John
Dunlap, Esq., from Memphis, Tennessee, is serving as the Debtor's
counsel.
PARKER BUILDING: Discloses WaFed Bid to Dismiss Chapter 11 Case
---------------------------------------------------------------
The Parker Building, LLC, filed an amended disclosure statement in
connection with its proposed plan of reorganization.
In this filing, the Debtor discloses that Except for the Real
Property in Tempe, AZ, the Debtor has no other real estate. The
Debtor holds an account receivable from Parker Foods in the amount
of $66,000 which is believed to be collectible. The Debtor owns
equipment with a value of approximately $65,000. These items are
largely fixtures that are attached to the Real Property. Both the
accounts receivable and the personal property/fixtures are fully
encumbered by WaFed, a secured creditor. The value of the personal
property is based upon the Debtor's opinion of value and best
estimates.
The Debtor also discloses that on Jan. 4, 2019, WaFed filed a
motion to dismiss the Debtor's chapter 11 case based upon
allegations that the case was not filed in good faith. The Debtor
disputes these allegations and will respond to the motion to
dismiss at the appropriate time. A hearing on the motion to dismiss
is set for March 13, 2019.
A copy of the Amended Disclosure Statement is available at
https://is.gd/oyAYKo from Pacermonitor.com at no charge.
About The Parker Building, LLC
The Parker Building, LLC listed its business as Single Asset Real
Estate (as defined in 11 U.S.C. Section 101(51B)).
The Parker Building, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. AZ. Case No. 18-08370) on July 16, 2018.
In the petition signed by Marc Parker, managing member, the Debtor
disclosed between $1 million to $10 million in assets and $1
million to $10 million in liabilities.
Edwin B. Stanley, Esq. at Simbro & Stanley, PLC serves as the
Debtors' counsel.
PEPPERELL MILLS: Allowed to Use Cash Collateral Through Feb. 28
---------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts has entered a seventh interim order
authorizing Pepperell Mills Limited Partnership's use of cash
collateral solely to pay its ordinary and necessary expenses as set
forth on the Budget and on the same terms and conditions as
previously ordered.
The Debtor's right to use its assets, sell its inventory and use
the Agency's cash and non-cash collateral will terminate upon the
earliest of: (i) Feb. 28, 2019; (ii) the Debtor's failure to
maintain all necessary insurance; and (iii) upon the occurrence of
any of the Termination Event.
Pursuant to the Seventh Interim Order, if the Debtor intends to
seek authority for use of cash collateral beyond Feb. 28, the
Debtor will file a new motion for the use of cash collateral and
accompanying budget on or before Feb. 19, 2019. The Debtor will
also file a reconciliation of the actual income and expenses to
projections for the period of Jan. 26 through Feb. 15, by Feb. 26,
2019 at 4:30 p.m. Objections to the new motion will be filed with
the Court on or before Feb. 22, with a hearing on that motion and
the further use of cash collateral to be held on Feb. 25, 2019 at
11:15 a.m.
Prior to Petition Date, the Debtor and MassDevelopment New Markets
CDE #1, LLC, entered into certain loan arrangements. As of the
Petition Date, the Debtor is liable to Massachusetts Development
Finance Agency, successor by assignment to MassDevelopment New
Markets CDE #1 ("Agency") for prepetition indebtedness an
outstanding total amount of $3,247,744. The claim is secured by a
valid, perfected, and unavoidable first priority security interest
in the collateral and will constitute an allowed secured claim to
the extent provided for under the Bankruptcy Code.
In consideration of and as adequate protection for any diminution
in the value of the Agency's cash and non-cash collateral:
(a) The Agency is granted a security interest to the extent of
any diminution in the value of Agency's cash and non-cash
collateral in all of the Debtor's post-petition assets. The
postpetition grant of the security interest will be supplemental
of, and in addition to, the security interest, which the Agency
possesses pursuant to the Loan Documents. Notwithstanding anything
contained in the Second Interim Order, the Post-Petition Collateral
will not include any cause of action or proceeds thereof recovered
pursuant to Chapter 5 of the Bankruptcy Code.
(b) The Agency will have a claim under Section 503(b) of the
Bankruptcy Code in the amount of any Post-Petition Collateral
Shortfall which will have priority over all other claims pursuant
to Section 507(b) of the Bankruptcy Code, with the sole exception
of quarterly fees due to the U.S. Trustee.
(c) The Debtor will maintain all necessary insurance, and
obtain such additional insurance in an amount as is appropriate for
the business in which the Debtor is engaged, naming the Agency as
loss payee, additional insured and mortgagee with respect thereto.
The Debtor will provide the Agency with proof of all such coverage,
as well as prompt notification of any change in such coverage which
may occur hereafter.
(d) The Agency will have the right to inspect the Collateral
and the Mortgaged Property, as well as the Debtor's books and
records during normal business hours.
(e) The Debtor will maintain the Collateral in good condition
and will not permit waste to occur with respect to the Collateral.
(f) The Debtor will pay any and all taxes, municipal charges,
or other amounts accruing upon or with respect to the Collateral
from and after the Petition Date if such amount, if unpaid, would
have priority over the Agency's security interest in the Collateral
under applicable law.
(g) The Debtor will make monthly payments of $7,000 to the
Agency on or before the 15th of each month, with such payments to
be applied against the Claim by the Agency in a manner consistent
with the terms of the Loan Documents and the Bankruptcy Code.
A copy of the Seventh Interim Order is available at:
http://bankrupt.com/misc/mab18-11804-200.pdf
About Pepperell Mills
Pepperell Mills Limited Partnership, based in Fall River,
Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass.
Case No. 18-11804) on May 15, 2018. The Debtor estimated $1
million to $10 million in assets and liabilities. The petition was
signed by Christine Laudon, president of Pepperell Mills
Associates, general partner. Judge Joan N. Feeney presides over
the case. John M. McAuliffe, Esq., at John McAuliffe & Associates,
P.C., serves as counsel to the Debtor.
PERFECT BROW ART: U.S. Trustee Forms 3-Member Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Feb. 13 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Perfect Brow Art, Inc., and its affiliates.
The committee members are:
(1) Beth Robertson
222 Rivers Drive
Lake Bluff, IL 60044
(2) Brookfield Property REIT Inc.
Representative: Julie Bowden
350 N. Orleans Street, Suite 300
Chicago, IL 60654
(3) Simon Property Group LP
225 West Washington Street
Indianapolis, IN 46204
Representative: Catherine Martin
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Perfect Brow Art
Perfect Brow Art, Inc., based in Highland Park, IL, and certain of
its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead
Case No. 19-01811) on Jan. 22, 2019. In the petitions signed by
Elizabeth Porikos-Gorgees, president and sole shareholder, Perfect
Brow Art's estimated $1 million to $10 million in both assets and
liabilities, and P.B. Art Franchise's estimated $0 to $50,000 in
assets and $100,000 to $500,000 in liabilities. The Hon. Carol A.
Doyle oversees the case. Harold D. Israel, Esq., at Goldstein &
McClintock LLLP, serves as bankruptcy counsel. Stretto is the
claims and noticing agent.
PERTL RANCH: Seeks Interim Use of GemCap Cash Collateral
--------------------------------------------------------
Pertl Ranch, LLC and Pertl Ranch Feeders LLC seek authority from
the U.S. Bankruptcy Court for the District of Kansas to use cash
collateral and to surcharge secured collateral for the creation of
cash resources for the payment of input costs through May 29,
2019.
The Debtors seek authority to use income generated prior to the
Petition Date, pledged to GemCap Lending I, LLC and held by GemCap
on the Petition Date, as well as income generated by the Debtors
from and after the Petition Date and received by the Debtors during
the Specified Period, in a manner consistent with the Debtors'
budget. The Debtors propose to deposit the cash collateral into the
Debtors' debtor-in-possession accounts.
The Debtors seek authority to utilize inventory, including by not
limited to farm products, crops, feed, silage, forage, medications,
and other supplies, pledged to GemCap, to care and maintain the
cattle presently in the feed lot.
In addition, the Debtors request that GemCap and Steeplechase
Advisors, LLC (the existing receiver), deliver any proceeds from
Debtors' farming and feedlot operation to Debtors, and endorse any
cash collateral checks on which either of them are jointly listed
as a payee.
The Debtors believe that the value of their assets acting as
security for all claims is in excess of $20 million, while all
secured claims are less than $17 million. Notwithstanding the
alleged over collateralization, GemCap will be granted a valid,
automatically perfected replacement lien against the assets of the
Debtors, for the full amount of the cash collateral which is
utilized pursuant to the Order granting the Debtors' Motion. The
replacement liens will have the same validity, avoidability and
priority as the security interests and liens existing against the
cash collateral as of Jan. 30, 2019.
Additionally, the Debtors propose that GemCap will receive:
(i) an additional and replacement continuing valid, binding,
enforceable, non-avoidable, and automatically perfected
post-petition security interest in and lien on any and all
presently owned and hereafter acquired personal property and all
other assets of the Debtors and the estate, together with any
proceeds thereof, including, without limitation, as set forth in
the loan documents;
(ii) to the extent provided by Sections 503(b) and 507(b) of
the Bankruptcy Code, an allowed superpriority administrative
expense claim in the case and any Successor Case; and
(iii) payments from the proceeds from the auction or sale of
its Collateral at the closing of the sale of any such transaction,
with such payments to be made to GemCap according to its relative
priority in the assets as of the Petition Date.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ksb19-10132-16.pdf
About Pertl Ranch
Pertl Ranch, LLC -- https://pertlranch.com/ -- is a privately held
company in Hays, Kansas in the cattle ranching and farming
business. The Company provides cattle feeding services utilizing
homegrown hay and local grain sourcing to help keep feed costs low
and quality high. Pertl Ranch also offers custom hay, custom
planting, and farm management services.
Pertl Ranch Feeders, LLC and Pertl Ranch, LLC filed voluntary
petitions (Bankr. D. Kan. Case No. 19-10130 and 19-10131) on Jan.
29, 2019, and are represented by David P. Eron, Esq. in Wichita,
Arkansas.
In the petitions signed by William Shane Pertl, member manager,
Pertl Ranch Feeder estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities; and Pertl Ranch LLC
estimated $10 million to $50 million in assets and the same range
of liabilities .
PG&E CORP: U.S. Trustee Forms 9-Member Committee
------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Feb. 12 appointed
nine creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of PG&E Corporation and Pacific
Gas and Electric Company.
The committee members are:
(1) BOKF, N.A.
Attn: George Kubin, SVP - Regional Manager
1600 Broadway, 3rd Floor
Denver, CO 80202
GKubin@bokf.com
(2) Deutsche Bank National Trust Company
Deutsche Bank Trust Company Americas
Attn: Brendan Meyer
60 Wall Street
16th Street New York, NY 10005
Brendan.meyer@db.com
(3) Western Asset Management Company, LLC
Attn: Christopher Jacobs
385 E. Colorado Blvd.
Pasadena, CA 91101
Christopher.jacobs@westernasset.com
(4) NextEra Energy, Inc.
Attn: Mark Hickson
700 Universe Blvd.
Juno Beach, FL 33408
Mark.Hickson@nexteraenergy.com
(5) Roebbelen Contracting, Inc.
Attn: Robert McLean
1241 Hawks Flight Court
El Dorado Hills, CA 95762
RobM@Roebbelen.com
(6) The Davey Tree Expert Company
Davey Tree Surgery Company
DRG, Inc.
Attn: Erika Schoenberger
1500 North Mantua Street
Kent, OH 44240
Erika.schoenberger@davey.com
(7) G4S Secure Solutions (USA) Inc.
G4S Secure Integration LLC
Attn: Joseph Schwaderer, CFO
1395 University Blvd
Jupiter, FL 33458
Joseph.schwaderer@usa.g4s.com
(8) International Brotherhood of Electrical Workers
Local 1245
Attn: Doug Girouard
30 Orange Tree Circle
Vacaville, CA 95687
deg0@ibew1245.com
(9) Pension Benefit Guaranty Corporation
Attn: Cynthia Wong
Corporate Finance and Restructuring Department
1200 K Street
N.W. Washington, D.C. 20005
wong.cynthia@pbgc.gov
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
PHOENIX GUARANTOR: S&P Rates New $150MM 1st-Lien Term Loan 'B'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Phoenix Guarantor Inc.'s proposed $150 million
first-lien delayed draw term loan. The '3' recovery rating
indicates its expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a default.
"Our 'B' issue-level rating and '3' recovery rating on the
company's existing first-lien credit facility remain unchanged,
though we have revised our rounded recovery estimate to 60% from
65% because of the increase in its amount of first-lien debt
following the issuance of the proposed delayed draw term loan," S&P
said. "All of our other ratings on the company also remain
unchanged. Phoenix Guarantor Inc. plans to use the proceeds from
the delayed draw term loan to partially fund its acquisition of an
institutional pharmacy provider."
"Our 'B' issuer credit rating on Phoenix Guarantor Inc. primarily
reflects the company's high leverage and our expectation that it
will generate at least $90 million of free cash flow. The rating
also reflects the company's position in businesses that are in high
demand but subject to reimbursement and labor cost inflation risk,
which will constrain its margins," S&P said. "We expect the company
to be very acquisitive under its private-equity ownership and
expect it to undertake acquisition that strengthen its presence in
targeted post-acute-care clinical settings and the pharmacy
segment."
Overall, S&P views the institutional pharmacy space as highly
fragmented and competitive and believes that the company's clients
(primarily skilled nursing facilities [SNFs]) face very challenging
fundamentals. Phoenix derives approximately 10% of its total
revenue from fee-based contracts with SNFs, which is a segment that
is experiencing high pricing pressure and intense competition.
RATINGS LIST
Phoenix Guarantor Inc.
Issuer Credit Rating B/Stable/--
New Rating
Phoenix Guarantor Inc.
Senior Secured
$150M Delayed Draw Trm Ln B
Recovery Rating 3(60%)
Ratings Unchanged; Rounded Recovery Estimate Revised
To From
Phoenix Guarantor Inc.
Senior Secured
First-Lien B B
Recovery Rating 3(60%) 3(65%)
POSTROCK ENERGY: A. Lynch Bid to Junk Trustee Clawback Suit Denied
------------------------------------------------------------------
Bankruptcy Judge Sarah A. Hall denied Alexander P. Lynch's motion
to dismiss the amended complaint captioned STEPHEN J. MORIARTY as
Chapter 11 Trustee of Post Rock Energy Corporation, et al.,
Plaintiff, v. ALEXANDER P. LYNCH, Defendant, Adv. Pro. 18-01031
-SAH (Bankr. W.D.Okla.) with prejudice.
PostRock is the parent company and wholly owns PESC and
Constellation Energy Partners Management, LLC ("CEPM"). PESC is the
primary operating entity for personnel and administrative services
for the PostRock Debtors and wholly owns Holdco, Eastern, and
MidContinent. MidContinent, in turn, wholly owns Newco.
In this adversary proceeding, Trustee originally sought to avoid
and recover certain transfers as either preferential or fraudulent
under 11 U.S.C. sections 547, 548 and 550, and to disallow claims
under 11 U.S.C. section 502(d)&(j). The Court previously dismissed
the Original Complaint as not meeting the "Twombly/Iqbal
plausibility standard" of pleading, finding the Original Complaint
"muddle[d] the two causes of action for preferential transfers and
fraudulent transfers, omit[ted] critical information, and ma[d]e
numerous legal conclusions without facts to support them," but
granted Trustee leave to amend.
The substantially altered and fleshed out Amended Complaint has now
been filed addressing the deficiencies previously identified by the
Court. Nevertheless, Defendant again seeks to dismiss, with
prejudice, the Amended Complaint for failing to meet the
"Twombly/Iqbal plausibility standard." Defendant's attacks on the
Amended Complaint are generally unwarranted. The Amended Complaint
fairly apprises Defendant of the nature of the claims against him,
raises allegations which, if proven at trial, would establish
Trustee's right to recover, and moves the claims from merely
conceivable to plausible. Trustee is not required, nor expected, to
state specific facts proving each element of his claim so long as
fair notice of the claims and the grounds upon which they rest are
set forth.
Defendant also misses the mark in suggesting that the bankruptcy
estates of PostRock, Holdco, Eastern, Midcontinent, and Newco are
plaintiffs in this action. Trustee is the only plaintiff, and he is
trustee for not only PESC but also PostRock, Holdco, Eastern,
Midcontinent, and Newco, in their jointly administered bankruptcy
cases. The Court finds Trustee's identification of himself in the
Amended Complaint as neither conclusory nor muddled, but simply
accurate.
The Amended Complaint also plainly states that the transfer,
whether denominated as the Preference Period Transfer or the
Potential Section 117 Transfer, was made by PostRock as part of
bonus and retention incentive plans for PostRock officers,
directors and/or employees between 2010 and 2015. The subject
transfer was paid to Defendant on January 7, 2016. However, no
dates are provided in the Amended Complaint pinpointing the period
of time for which the retainer was being paid. Nevertheless, it is
plausible that the retainer paid an antecedent debt which arose
when the incentive plans were created and/or was for payment of
past service by Defendant given that such plans were designed to
reward officers, directors and/or employees for continued service
during difficult financial times for the Post Rock Debtors. (Again,
at this stage, proof is not required, only fair notice of the
claims and the grounds upon which they rest are required.
As Trustee plausibly alleged that the transfer was made in
satisfaction of an antecedent debt, Trustee states a claim under
both Section 547 of the Bankruptcy Code and Section 117 of the
OUFTA.
Similar to insolvency, courts also liberally review claims for
constructive fraud based on a lack of reasonably equivalent value
because of the trustee's position as a third party to the debtor
and its transactions. On its face, the Amended Complaint plausibly
states that no reasonably equivalent value was received in exchange
for the Potential Fraudulent Transfer for a very simple reason. As
alleged in the Amended Complaint, the Potential Fraudulent Transfer
was neither regular earnings nor wages and was not made in the
ordinary course of business. Such allegations plausibly suggest
that the payment was not made in exchange for the regular services
of Defendant as a director.
In this instance, Trustee states a sufficient, albeit minimum, set
of facts to place the issue of value received and the reasonable
equivalence thereof in controversy. The Amended Complaint satisfies
the pleading requirements that PostRock did not receive reasonably
equivalent value for the Potential Fraudulent Transfer.
A copy of the Court's Order dated Jan. 8, 2019 is available at
https://bit.ly/2WYxSjn from Leagle.com.
PostRock Energy Corporation, Debtor, represented by Stephen J.
Moriarty -- SMoriarty@FellersSnider.com -- Fellers Snider.
Stephen J. Moriarty, Trustee, pro se.
United States Trustee, U.S. Trustee, represented by Marjorie J.
Creasey , US Trustee Office & Charles Snyder , United States
Trustee.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Larry Glenn Ball -- lball@hallestill.com -- Hall,
Estill & Wojciech F. Jung -- wjung@lowenstein.com -- Lowenstein
Sandler LLP.
About PostRock Energy Corp.
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. Their primary production activity is
focused in the Cherokee Basin, a 15-county region in southeastern
Kansas and northeastern Oklahoma. They have approximately 129
employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah
A. Hall is assigned to the cases.
Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.
The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.
POSTROCK ENERGY: Court Throws W. Damon Bid to Dismiss Trustee Suit
------------------------------------------------------------------
Bankruptcy Judge Sarah A. Hall denied William Damon's motion to
dismiss the amended complaint captioned STEPHEN J. MORIARTY as
Chapter 11 Trustee of Post Rock Energy Corporation, et al.,
Plaintiff, v. WILLIAM DAMON, Defendant, Adv. Pro. 18-01024-SAH
(Bankr. W.D.Okla.) with prejudice.
PostRock is the parent company and wholly owns PESC and
Constellation Energy Partners Management, LLC ("CEPM"). PESC is the
primary operating entity for personnel and administrative services
for the PostRock Debtors and wholly owns Holdco, Eastern, and
MidContinent. MidContinent, in turn, wholly owns Newco.
In this adversary proceeding, Trustee originally sought to avoid
and recover certain transfers as either preferential or fraudulent
under 11 U.S.C. sections 547, 548 and 550, and to disallow claims
under 11 U.S.C. section 502(d)&(j). The Court previously dismissed
the Original Complaint as not meeting the "Twombly/Iqbal
plausibility standard" of pleading, finding the Original Complaint
"muddle[d] the two causes of action for preferential transfers and
fraudulent transfers, omit[ted] critical information, and ma[d]e
numerous legal conclusions without facts to support them," but
granted Trustee leave to amend.
The substantially altered and fleshed out Amended Complaint has now
been filed addressing the deficiencies previously identified by the
Court. Nevertheless, Defendant again seeks to dismiss, with
prejudice, the Amended Complaint for failing to meet the
"Twombly/Iqbal plausibility standard." Defendant's attacks on the
Amended Complaint are generally unwarranted. The Amended Complaint
fairly apprises Defendant of the nature of the claims against him,
raises allegations which, if proven at trial, would establish
Trustee's right to recover, and moves the claims from merely
conceivable to plausible. Trustee is not required, nor expected, to
state specific facts proving each element of his claim so long as
fair notice of the claims and the grounds upon which they rest are
set forth.
Defendant also misses the mark in suggesting that the bankruptcy
estates of PostRock, Holdco, Eastern, Midcontinent, and Newco are
plaintiffs in this action. Trustee is the only plaintiff, and he is
trustee for not only PESC but also PostRock, Holdco, Eastern,
Midcontinent, and Newco, in their jointly administered bankruptcy
cases. The Court finds Trustee's identification of himself in the
Amended Complaint as neither conclusory nor muddled, but simply
accurate.
The Amended Complaint also plainly states that the transfer,
whether denominated as the Preference Period Transfer or the
Potential Section 117 Transfer, was made by PostRock as part of
bonus and retention incentive plans for PostRock officers,
directors and/or employees between 2010 and 2015. The subject
transfer was paid to Defendant on Jan. 7, 2016. However, no dates
are provided in the Amended Complaint pinpointing the period of
time for which the retainer was being paid. Nevertheless, it is
plausible that the retainer paid an antecedent debt which arose
when the incentive plans were created and/or was for payment of
past service by Defendant given that such plans were designed to
reward officers, directors and/or employees for continued service
during difficult financial times for the Post Rock Debtors. Again,
at this stage, proof is not required, only fair notice of the
claims and the grounds upon which they rest are required.
As Trustee plausibly alleged that the transfer was made in
satisfaction of an antecedent debt, Trustee states a claim under
both Section 547 of the Bankruptcy Code and Section 117 of the
OUFTA.
Similar to insolvency, courts also liberally review claims for
constructive fraud based on a lack of reasonably equivalent value
because of the trustee's position as a third party to the debtor
and its transactions. On its face, the Amended Complaint plausibly
states that no reasonably equivalent value was received in exchange
for the Potential Fraudulent Transfer for a very simple reason. As
alleged in the Amended Complaint, the Potential Fraudulent Transfer
was neither regular earnings nor wages and was not made in the
ordinary course of business. Such allegations plausibly suggest
that the payment was not made in exchange for the regular services
of Defendant as a director.
In this instance, Trustee states a sufficient, albeit minimum, set
of facts to place the issue of value received and the reasonable
equivalence thereof in controversy. The Amended Complaint satisfies
the pleading requirements that PostRock did not receive reasonably
equivalent value for the Potential Fraudulent Transfer.
A copy of the Court's Order dated Jan. 8, 2019 is available at
https://bit.ly/2GmIGCY from Leagle.com.
PostRock Energy Corporation, Debtor, represented by Stephen J.
Moriarty -- SMoriarty@FellersSnider.com -- Fellers Snider.
Stephen J. Moriarty, Trustee, pro se.
United States Trustee, U.S. Trustee, represented by Marjorie J.
Creasey, US Trustee Office & Charles Snyder, United States
Trustee.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Larry Glenn Ball -- lball@hallestill.com -- Hall,
Estill & Wojciech F. Jung -- wjung@lowenstein.com -- Lowenstein
Sandler LLP.
About PostRock Energy Corp.
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. Their primary production activity is
focused in the Cherokee Basin, a 15-county region in southeastern
Kansas and northeastern Oklahoma. They have approximately 129
employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah
A. Hall is assigned to the cases.
Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.
The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.
POSTROCK ENERGY: D. Ligon Bid to Toss Trustee Clawback Suit Nixed
-----------------------------------------------------------------
Bankruptcy Judge Sarah A. Hall denied Duke Ligon's motion to
dismiss the amended complaint captioned STEPHEN J. MORIARTY as
Chapter 11 Trustee of Post Rock Energy Corporation, et al.,
Plaintiff, v. DUKE LIGON, Defendant, Adv. Pro. 18-01029-SAH (Bankr.
W.D.Okla.) with prejudice.
PostRock is the parent company and wholly owns PESC and
Constellation Energy Partners Management, LLC ("CEPM"). PESC is the
primary operating entity for personnel and administrative services
for the PostRock Debtors and wholly owns Holdco, Eastern, and
MidContinent. MidContinent, in turn, wholly owns Newco.
In this adversary proceeding, Trustee originally sought to avoid
and recover certain transfers as either preferential or fraudulent
under 11 U.S.C. sections 547, 548 and 550, and to disallow claims
under 11 U.S.C. section 502(d)&(j). The Court previously dismissed
the Original Complaint as not meeting the "Twombly/Iqbal
plausibility standard" of pleading, finding the Original Complaint
"muddle[d] the two causes of action for preferential transfers and
fraudulent transfers, omit[ted] critical information, and ma[d]e
numerous legal conclusions without facts to support them," but
granted Trustee leave to amend.
The substantially altered and fleshed out Amended Complaint has now
been filed addressing the deficiencies previously identified by the
Court. Nevertheless, Defendant again seeks to dismiss, with
prejudice, the Amended Complaint for failing to meet the
"Twombly/Iqbal plausibility standard." Defendant's attacks on the
Amended Complaint are generally unwarranted. The Amended Complaint
fairly apprises Defendant of the nature of the claims against him,
raises allegations which, if proven at trial, would establish
Trustee's right to recover, and moves the claims from merely
conceivable to plausible. Trustee is not required, nor expected, to
state specific facts proving each element of his claim so long as
fair notice of the claims and the grounds upon which they rest are
set forth.
Defendant also misses the mark in suggesting that the bankruptcy
estates of PostRock, Holdco, Eastern, Midcontinent, and Newco are
plaintiffs in this action. Trustee is the only plaintiff, and he is
trustee for not only PESC but also PostRock, Holdco, Eastern,
Midcontinent, and Newco, in their jointly administered bankruptcy
cases. The Court finds Trustee's identification of himself in the
Amended Complaint as neither conclusory nor muddled, but simply
accurate.
The Amended Complaint also plainly states that the transfer,
whether denominated as the Preference Period Transfer or the
Potential Section 117 Transfer, was made by PostRock as part of
bonus and retention incentive plans for PostRock officers,
directors and/or employees between 2010 and 2015. The subject
transfer was paid to Defendant on January 7, 2016. However, no
dates are provided in the Amended Complaint pinpointing the period
of time for which the retainer was being paid. Nevertheless, it is
plausible that the retainer paid an antecedent debt which arose
when the incentive plans were created and/or was for payment of
past service by Defendant given that such plans were designed to
reward officers, directors and/or employees for continued service
during difficult financial times for the Post Rock Debtors. (Again,
at this stage, proof is not required, only fair notice of the
claims and the grounds upon which they rest are required.
As Trustee plausibly alleged that the transfer was made in
satisfaction of an antecedent debt, Trustee states a claim under
both Section 547 of the Bankruptcy Code and Section 117 of the
OUFTA.
Similar to insolvency, courts also liberally review claims for
constructive fraud based on a lack of reasonably equivalent value
because of the trustee's position as a third party to the debtor
and its transactions. On its face, the Amended Complaint plausibly
states that no reasonably equivalent value was received in exchange
for the Potential Fraudulent Transfer for a very simple reason. As
alleged in the Amended Complaint, the Potential Fraudulent Transfer
was neither regular earnings nor wages and was not made in the
ordinary course of business. Such allegations plausibly suggest
that the payment was not made in exchange for the regular services
of Defendant as a director.
In this instance, Trustee states a sufficient, albeit minimum, set
of facts to place the issue of value received and the reasonable
equivalence thereof in controversy. The Amended Complaint satisfies
the pleading requirements that PostRock did not receive reasonably
equivalent value for the Potential Fraudulent Transfer.
A copy of the Court's Order dated Jan. 8, 2019 is available at
https://bit.ly/2ByHB6Y from Leagle.com.
PostRock Energy Corporation, Debtor, represented by Stephen J.
Moriarty --SMoriarty@FellersSnider.com -- Fellers Snider.
Stephen J. Moriarty, Trustee, pro se.
United States Trustee, U.S. Trustee, represented by Marjorie J.
Creasey, US Trustee Office & Charles Snyder, United States
Trustee.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Larry Glenn Ball -- lball@hallestill.com -- Hall,
Estill & Wojciech F. Jung -- wjung@lowenstein.com -- Lowenstein
Sandler LLP.
About PostRock Energy Corp.
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. Their primary production activity is
focused in the Cherokee Basin, a 15-county region in southeastern
Kansas and northeastern Oklahoma. They have approximately 129
employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah
A. Hall is assigned to the cases.
Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.
The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.
QUALITY CONSTRUCTION: Unsecureds to Get $1MM Over 5 Years
---------------------------------------------------------
Quality Construction & Production, LLC, Quality Production
Management, LLC, Traco Production Services, Inc., and Quality
Acquisition Company, LLC, filed a Second Amended Disclosure
Statement to, among other things, address the objections raised by
several parties in interest.
The Real Estate will be purchased for $3,500,000 by Wein Air LA,
LLC. The Class 1 claim of MSBCH will receive a payment on the
Effective Date of $3,500,000 with the balance of the Class 1 claim
being paid over a five year period. The Class 6 claim of MSBCH will
either be paid on the same basis as the Class 7 creditors or will
be converted as partial consideration for equity depending on
whether any MSBCRP acquire the MidSouth Bank Claim.
Class 7a - 7d are unsecured creditors. Unsecured creditors will be
paid a pro-rata portion of $1,000,000.00 over five (5) years plus
any additional consideration set forth in this Plan, which may
include recoveries from claims against insiders, if any, if the
insiders do not acquire the MidSouth Bank Claim.
The Exit Funding Entity will acquire the equity interests in the
Debtors equal to 75% of the Reorganized Debtor for contributing the
Exit Funding, and, for making the capital contribution contained in
this Plan, Nathan Granger and Troy Collins will own the other 25%.
The Debtors will also continue to manage their own affairs post
confirmation. Nathan Granger and Troy Collins will continue to
oversee the day to day operations of the Reorganized Debtor and
will continued to be compensated with the same salary and benefits
approved during this Chapter 11 case. The current monthly salary of
Troy Collins is $17,577.00, and the current monthly salary of
Nathan Granger is $16,449.00.
The Plan does not require the consent of MidSouth or ESNA to be
confirmed and to the extent MidSouth or ESNA opposes confirmation
of the Plan and the Court upholds the objection, the Plan will not
be confirmed.
Within the one year prior to bankruptcy, the Debtors has not made
any potentially avoidable transfers to insiders or affiliates.
After deducting salary payments, these payments to insiders total
$49,598.40. Many of these potential claims may not be actionable
because valid defenses may apply. To the extent that insiders do
not acquire the MidSouth Bank claim the claims against the insiders
(if any) will be evaluated by independent counsel and pursued for
the benefit of the Class 6 and 7 creditors if warranted.
Independent counsel will be selected in consultation with the
Unsecured Creditors Committee and identified in a Plan supplement
to be filed 10 days prior to Confirmation Hearing.
The Debtors will continue to operate the three current divisions,
QCP, QPM, and Traco, in order to generate income which will allow
the Debtors to make payments under this Plan.
A full-text copy of the Second Amended Disclosure Statement dated
February 4, 2019, is available at:
http://bankrupt.com/misc/lawb19-1850303-475.pdf
About Quality Construction & Production
Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people. The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.
Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018. In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.
The Hon. Robert Summerhays is the case judge.
The Debtors tapped Weinstein & St. Germain, LLC, as their
bankruptcy counsel; Elmore Consulting, LLC, as financial
consultant; and Donlin, Recano & Company as claims and noticing
agent.
The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018. The Committee
hired H. Kent Aguillard as counsel.
RESOLUTE ENERGY: State Street Has 4.5% Stake as of Dec. 31
----------------------------------------------------------
State Street Corporation disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 1,036,512 shares of common stock of Resolute
Energy Corporation, which represents 4.5 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/Q3Qv64
About Resolute Energy
Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.
Resolute incurred a net loss available to common shareholders of
$7.70 million in 2017 following a net loss available to common
shareholders of $161.7 million in 2016. As of Sept. 30, 2018, the
Company had $897.8 million in total assets, $992.6 million in total
liabilities and a total stockholders' deficit of $94.84 million.
RESOLUTE ENERGY: Supplements Disclosures to Proxy Statement
-----------------------------------------------------------
Resolute Energy Corporation has filed a Current Report on Form 8-K
with the Securities and Exchange Commission to disclose certain
additional information relating to the proposed acquisition of
Resolute by Cimarex Energy Co. Subject to the terms and conditions
of the Agreement and Plan of Merger, dated as of Nov. 18, 2018, by
and among Resolute, Cimarex, CR Sub 1 Inc., a Delaware corporation
and a direct wholly owned subsidiary of Cimarex ("Merger Sub 1"),
and CR Sub 2 LLC, a Delaware limited liability company and a direct
wholly owned subsidiary of Cimarex ("Merger Sub 2"), Merger Sub 1
will merge with and into Resolute, with Resolute continuing as the
surviving corporation, and thereafter Resolute will merge with and
into Merger Sub 2, with Merger Sub 2 continuing as the surviving
company.
The second bullet point on page 53 of the Proxy Statement is
revised in its entirety:
Strategic Review Process.
The Resolute board considered that (i) although Resolute's
intention to review and consider its strategic alternatives had
been publicly announced on multiple occasions during the period
from May 2018 through November 2018, and (ii) during the fall of
2018, Resolute engaged in an organized process to solicit
indications of interest for a business combination with or
acquisition of Resolute, including contacting a total of 13
industry participants and entering into non-disclosure agreements
with four of such industry participants, no indications of interest
or proposals ultimately were received from any company or entity
other than Cimarex. None of the non-disclosure agreements entered
into with potentially-interested transaction counterparties during
2018 contain restrictive language that would prevent the
counterparty from privately seeking a waiver of any standstill
provision thereunder or otherwise from making a private proposal to
Resolute.
The fourth paragraph on page 62 of the Proxy Statement is revised
in its entirety:
The Resolute board selected Goldman Sachs as its financial advisor
because it is an internationally recognized investment banking firm
that has substantial experience in transactions similar to the
merger. Pursuant to a letter agreement dated November 18, 2018,
Resolute engaged Goldman Sachs to act as its financial advisor in
connection with the contemplated transaction. The engagement
letter between Resolute and Goldman Sachs provides for a
transaction fee that is estimated, based on the information
available as of the date of public announcement of the merger, at
approximately $7.5 million, $2.5 million of which was payable on
announcement of the transaction and the remainder of which is
contingent upon consummation of the merger. In addition, Resolute
has agreed to reimburse Goldman Sachs for certain of its expenses,
including attorney's fees and disbursements, and to indemnify
Goldman Sachs and related persons against various liabilities,
including certain liabilities under the federal securities laws.
The second full paragraph on page 66 of the Proxy Statement is
revised in its entirety:
Comparable Transaction Analysis
Petrie Partners reviewed selected publicly-available information
for 14 oil and gas transactions announced since July 2016 that
included assets in the Texas Delaware Basin and had a value greater
than or equal to $400 million. Petrie Partners reviewed all
transactions with publicly-available information that it deemed to
have certain characteristics similar to those of Resolute, although
Petrie Partners noted that none of the reviewed transactions or the
companies that participated in the selected transactions were
directly comparable to Resolute.
The fifth full paragraph of page 71 of the Proxy Statement is
revised in its entirety:
Under the terms of Petrie Partners' engagement letter with
Resolute, Petrie Partners provided Resolute financial advisory
services and rendered a fairness opinion in connection with the
merger. The engagement letter between Resolute and Petrie Partners
provides for a transaction fee that is estimated, based on the
information available as of the date of public announcement of the
merger, at approximately $10.0 million, $2.5 million of which was
payable on the announcement of the transaction and the remainder of
which is contingent upon consummation of the merger. In addition,
Resolute has agreed to reimburse Petrie Partners for certain of its
expenses, including attorney's fees and disbursements, and to
indemnify Petrie Partners and related persons against various
liabilities.
Production Update
Resolute's aggregate fourth quarter 2018 production averaged
approximately 36,014 barrel of oil equivalent ("Boe") per day and
fourth quarter 2018 oil production averaged approximately 16,792
barrels of oil per day. Resolute's aggregate full year 2018
production averaged approximately 29,623 Boe per day. Oil and
liquids accounted for 46% and 72% of aggregate full year 2018
production, respectively.
Based on information and data available to date, first quarter 2019
total equivalent production is anticipated to be essentially flat
as compared to fourth quarter 2018 levels with slightly lower oil
production, the result of a reduction in drilling and completion
activity as Resolute prepares for a smooth transition of operations
to Cimarex in anticipation of the merger scheduled to close on
March 1, 2019.
A full-text copy of the Supplemental Disclosures is available for
free at https://is.gd/f9yGsm
About Resolute Energy
Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.
Resolute incurred a net loss available to common shareholders of
$7.70 million in 2017 following a net loss available to common
shareholders of $161.7 million in 2016. As of Sept. 30, 2018, the
Company had $897.8 million in total assets, $992.6 million in total
liabilities and a total stockholders' deficit of $94.84 million.
RICHARD D. VAN LUNEN: Hearing on Joint Ch. 11 Plan Set for March 19
-------------------------------------------------------------------
Chief Bankruptcy Judge Michael E. Romero approved the disclosure
statement in support of the joint chapter 11 plan of reorganization
filed by Richard D. Van Lunen Charitable Foundation and Monty
Titling Trust I.
Ballots accepting or rejecting the Plan, and objections to
confirmation of the plan must be filed on or before March 8, 2019.
A hearing for consideration of confirmation of the Plan and such
objections is set for Tuesday, March 19, 2019, at 9:30 a.m. in the
United States Bankruptcy Court for the District of Colorado,
Courtroom C, U.S. Custom House, 721 19th Street, Denver, Colorado.
About Richard D. Van Lunen Charitable Foundation
Based in Palos Park, Illinois, Richard D. Van Lunen Charitable
Foundation is a foundation that funds primarily for Christian
churches and education.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The
petition was signed by James Achterhof, managing trustee and
director.
The Debtor tapped Jeffrey Weinman, Esq., at Weinman & Associates,
P.C., as its lead counsel; Patrick D. Vellone, Esq., at Allen
Vellone Wolf Helfrich & Factor P.C. as co-counsel; and UHY Advisors
Mid-Atlantic MD, Inc. as accountant.
At the time of the filing, the Debtor estimated its assets and debt
at $1 million to $10 million.
On July 17, 2018, the court approved the appointment of Robertson
B. Cohen as examiner. The examiner tapped the Law Offices of Kevin
S. Neiman, pc as his legal counsel.
ROCKIN ARTWORK: Court Grants Ch. 11 Trustee Appointment
-------------------------------------------------------
Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the
Central District of California granted the bid for appointment of a
Chapter 11 trustee for Rockin Artwork, LLC, et al.
The appointment for Chapter 11 trustee was requested by Movants,
Experience Hendrix, LLC and Authentic Hendrix, LLC.
Meanwhile, Judge Kaufman ordered that the February 21, 2019 hearing
on the application of the Debtors and the Debtors in Possession to
employ Force 10 Partners as Investment Banker including the
Declaration of Adam Meislik in support thereof is continued to
March 7, 2019, at 1:00 P.M.
About Rockin Artwork
Rockin Artwork and Purple Haze were formed by Andrew Pitsicalis,
and they collectively hold exclusive licensing, ownership and/or
other rights to certain intellectual property rights related to the
deceased rock legend Jimi Hendrix and his brother, Leon Hendrix.
The owners of the two entities are Pitsicalis and Leon, who own 90%
and 10%, respectively. Pitsicalis is the managing member of both
entities, and Leon is a board member of both entities.
Based in Woodland Hills, California, Rockin Artwork, LLC and Purple
Haze sought Chapter 11 protection (Bankr. C.D. Cal. Lead Case No.
19-10051) on Jan. 9, 2018. The Debtor hired Levene Neale Bender
Yoo & Brill L.L.P., as counsel, and Force 10 Partners as investment
banker.
SALSGIVER INC: DQE Objects to Disclosure Statement
--------------------------------------------------
DQE Communications, LLC, objects to the Disclosure Statement
accompanying the Chapter 11 Plan of Salsgiver Inc.
DQE asserts that if Debtor Salsgiver was required to liquidate and
sell any and all assets to potential purchasers, then it would have
funds available to pay unsecured creditors at least 70% in a lump
sum, as oppose to the proposed 60% offered in the Plan over 72
months.
DQE complains that the Debtor Salsgiver has not provided enough
information as to its assets to make any proper liquidation
analysis and the information provided is conflicting as to amounts
currently available to creditors, including the amount of liquid
assets such as cash and accounts.
DQE points out that the Debtor Salsgiver has not asserted and/or
provided enough information in its Disclosure Statement as to
future earnings and abilities to maintain payments for 72 months as
described. Debtor Salsgiver has not provided revenue projections
beyond 2019 and has stated no further information as to future
earnings, projects or possible additional revenue, DQE says. DQE
further points out that the Debtor Salsgiver has only asserted that
its revenue projections are based upon historical revenue, this
alone does not provide enough information that the plan will be
feasible upon confirmation and six (6) years beyond that.
According to DQE, the Debtor Salsgiver asserts that outcome of
litigation will not affect the plan feasibility, but there appears
to be over 1.8 million of claims that which Debtor Salsgiver
disputes.
Counsel for DQE Communications, LLC:
Keri P. Ebeck, Esq.
BERNSTEIN-BURKLEY, P.C.
707 Grant Street, Suite 2200
Pittsburgh, PA 15219
Tel: (412) 456-8112
Fax: (412) 456-8120
Email: kebeck@bernsteinlaw.com
About Salsgiver Inc.
Based in Freeport, Pennsylvania, Salsgiver Inc. --
http://gotlit.com/-- and -- http://www.salsgiver.com/-- is a
wired telecommunications carrier offering internet, phone and video
services to residential and business clients. The company also
provides telecom services.
Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver
Communications, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and
18-20806) on March 2, 2018.
In their petitions signed by Loren M. Salsgiver, president, the
Debtors estimated assets of less than $50,000. Salsgiver disclosed
$1 million to $10 million in liabilities. Salsgiver Telecom
estimated less than $500,000 in liabilities while Salsgiver
Communications estimated less than $50,000 in liabilities.
Judge Jeffery A. Deller presides over the bankruptcy case of
Salsgiver Telecom. The two other cases have been assigned to Judge
Thomas P. Agresti.
SALSGIVER TELECOM: CenturyLink Responds to Disclosure Statement
---------------------------------------------------------------
CenturyLink Communications, LLC, including its applicable
affiliates, including The United Telephone Co. of Pennsylvania,
files this response to the Disclosure Statement accompanying the
Chapter 11 plan of Salsgiver Telecom.
The Creditor points out that the liquidation analysis notes that
the "Total value of Chapter 7 estate" is $17,600.00, however, only
two pages later, the Disclosure Statement notes the Debtor has
$70,977.91 as "Cash on hand."
According to the Creditor, in the most recent monthly operating
report, for the month of November 2018, the Debtor lists its total
assets in the amount of $860,071.43, Salsgiver, Inc., an affiliated
debtor, listed assets in the amount of $7,546,777.98 for the same
time period. If the $860,071.43 worth of assets were included in
the liquidation analysis, the Creditor asserts that then all
creditors would receive 100% satisfaction of their claims under a
Chapter 7 liquidation.
The Creditor complains that this failure to provide realistic and
supported financial projections means the creditors do not have
sufficient information to determine if the Plan is appropriate.
Therefore, according to the Creditor, the Disclosure Statement
cannot be approved
The Creditor asserts that if the Court were to arguably believe the
Debtor only has $17,600.00 available, as the Debtor asserts in the
Disclosure Statement, then the Debtor has insufficient assets and
is unable to cure the contracts and therefore cannot assume them
upon the Plan's confirmation.
According to the Creditor, the Plan fails to provide for payment of
any administrative expenses except those of Debtor's counsel and
the U.S. Trustee's office, without any provision for the payment of
other administrative expenses, the Plan does not comply with
Section 507 and is again facially unconfirmable.
Attorneys for United Telephone Co. of Pennsylvania d/b/a
CenturyLink:
Michael G. Connelly, Esq.
PEPPER HAMILTON LLP
501 Grant Street, Suite 300
Union Trust Building
Pittsburgh, PA 15219-4429
Telephone: (412) 454-5025
Facsimile: (877) 471-1573
E-mail: connellym@pepperlaw.com
-- and --
Henry Jaffe, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 Market Street
P.O. Box 1709
Wilmington, DE 19899-1709
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
E-mail: jaffeh@pepperlaw.com
-- and --
Brittany M. Michael, Esq.
STINSON LEONARD STREET, LLP
50 South Sixth Street, Suite 2600
Minneapolis, Minnesota 55402
Telephone: (612) 335-1500
Email: brittany.michael@stinson.com
About Salsgiver Inc.
Based in Freeport, Pennsylvania, Salsgiver Inc. --
http://gotlit.com/-- and -- http://www.salsgiver.com/-- is a
wired telecommunications carrier offering internet, phone and video
services to residential and business clients. The company also
provides telecom services.
Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver
Communications, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and
18-20806) on March 2, 2018.
In their petitions signed by Loren M. Salsgiver, president, the
Debtors estimated assets of less than $50,000. Salsgiver disclosed
$1 million to $10 million in liabilities. Salsgiver Telecom
estimated less than $500,000 in liabilities while Salsgiver
Communications estimated less than $50,000 in liabilities.
Judge Jeffery A. Deller presides over the bankruptcy case of
Salsgiver Telecom. The two other cases have been assigned to Judge
Thomas P. Agresti.
SALSGIVER TELECOM: Consolidated Objects to Disclosure Statement
---------------------------------------------------------------
Consolidated Communications Enterprise Services, Inc., objects to
Salsgiver Telecom, Inc.'s Disclosure Statement.
The Creditor complains that the Disclosure Statement is deficient
in the description of executory contracts and cure obligations. The
Disclosure Statement does not state whether the Debtor has the
financial ability to pay the monetary cure amount.
The Creditor complains that the Debtor's proposed Disclosure
Statement and Plan of Reorganization fail to provide treatment for
payment of the post-petition arrearages and the ongoing monthly
payments owed to Consolidated Communications for its continued
services.
Attorneys for Consolidated Communications Enterprise Services,
Inc.:
Kathryn L. Harrison, Esq.
CAMPBELL & LEVINE, LLC
310 Grant Street, Suite 1700
Pittsburgh, PA 15219
Tel: 412-261-0310
Fax: 412-261-5066
Email: kharrison@camlev.com
-- and --
Kerry L. Haliburton, Esq.
NAMAN, HOWELL, SMITH & LEE, PLLC
P.O. Box 1470
Waco, TX 76703-1470
Tel: 254-755-4100
Fax: 254-754-6331
Email: haliburton@namanhowell.com
About Salsgiver Inc.
Based in Freeport, Pennsylvania, Salsgiver Inc. --
http://gotlit.com/-- and -- http://www.salsgiver.com/-- is a
wired telecommunications carrier offering internet, phone and video
services to residential and business clients. The company also
provides telecom services.
Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver
Communications, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and
18-20806) on March 2, 2018.
In their petitions signed by Loren M. Salsgiver, president, the
Debtors estimated assets of less than $50,000. Salsgiver disclosed
$1 million to $10 million in liabilities. Salsgiver Telecom
estimated less than $500,000 in liabilities while Salsgiver
Communications estimated less than $50,000 in liabilities.
Judge Jeffery A. Deller presides over the bankruptcy case of
Salsgiver Telecom. The two other cases have been assigned to Judge
Thomas P. Agresti.
SAM KANE: Seeks to Hire Okin Adams as Legal Counsel
---------------------------------------------------
Sam Kane Beef Processors, LLC, seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Okin
Adams LLP as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiation concerning the
formulation of a reorganization plan; analyze claims of creditors;
assist the Debtor in consultations; and provide other legal
services related to its Chapter 11 case.
The primary attorneys who will be handling the case are:
Matthew Okin Partner $575
David Curry, Jr. Partner $450
Ryan O'Connor Associate $275
The firm's legal assistants will charge $135 per hour.
Okin Adams received a retainer of $90,000 from the Debtor.
Matthew Okin, Esq., a partner at Okin Adams, disclosed in a court
filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
Okin Adams can be reached through:
Matthew S. Okin, Esq.
David L. Curry, Jr., Esq.
Ryan A. O'Connor, Esq.
1113 Vine St., Suite 240
Houston, TX 77002
Tel: 713.228.4100
Fax: 888.865.2118
E-mail: mokin@okinadams.com
E-mail: dcurry@okinadams.com
E-mail: roconnor@okinadams.com
About Sam Kane Beef Processors
Sam Kane Beef Processors, LLC, is an independent, fully-automated
processor and distributor of beef and beef products based in Corpus
Christi, Texas. Since its beginnings in 1949, Kane Beef has
expanded from a local meat counter to a nationally recognized
supplier of dependable beef products with key accounts in retail
and food service.
Sam Kane, in a petition signed by receiver Richard S. Schmidt,
filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 1920020)
on Jan. 22, 2019. The Debtor estimated assets and liabilities of
$50 million to $100 million. The Hon. David Jones oversees the
case. The Debtor tapped Matthew Scott Okin, Esq., at Okin & Adams
LLP, as its legal counsel.
SCOTTSBURG HOSPITALITY: March 21 Disclosure Statement Hearing
-------------------------------------------------------------
Bankruptcy Judge Basil H. Lorch III will convene a hearing on March
21, 2019 at 10:30 a.m. to consider approval of Scottsburg
Hospitality, LLC's disclosure statement.
Any objection to the disclosure statement must be filed and served
in at least 5 days prior to the hearing date.
The Troubled Company Reporter previously reported that Allowed
Class 3 General Unsecured Claims will be paid 50% of the allowed
claim amount on or before July 1, 2019; and 50% of the allowed
claim amount on or before July 1, 2020.
A full-text copy of the Disclosure Statement dated Jan. 30, 2019,
is available at http://tinyurl.com/y2ou4n3bfrom PacerMonitor.com
at no charge.
About Scottsburg Hospitality
Scottsburg Hospitality, LLC, is a privately held company that
operates in the traveler accommodation industry.
Scottsburg Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-90833) on June 11,
2018. In the petition signed by Michael A. Dora, president, the
Debtor estimated assets and debts of less than $10 million.
The Hon. Basil H. Lorch III presides over the case.
The Debtor engaged Fultz Maddox Dickens PLC as counsel.
SHOE SHIELDS: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
-------------------------------------------------------------
An Order from the U.S. Bankruptcy Court for the Northern District
of Texas, dated February 13, 2019, directed the United States
Trustee to appoint a Chapter 11 trustee for Shoe Shields, LLC.
The Order was made pursuant to the request of Paul Siragusa
regarding the appointment of a Chapter 11 trustee for the Debtor.
The Court further directed the Debtor and/or any party holding
property of the estate to immediately turn over possession and
control of all of the Debtor’s assets and operations to the
chapter 11 trustee.
About OSR Patent and Shoe Shield
Based in Addison, Texas, OSR Patent LLC filed a voluntary Chapter
11 petition (Bankr. N.D. Tex. Case No. 19-30180) on Jan. 18, 2019.
An affiliate, Shoe Shields LLC, also filed a voluntary Chapter 11
petition (Bankr. N.D. Tex. Case No. 19-03007) on Jan. 24, 2019.
At the time of filing, the Debtor had $100,001 to $500,000 in
estimated assets and $50,001 to $100,000 in estimated liabilities.
The petition was signed by Sangeeta Rajpal, manager.
The Debtor is represented by John J. Gitlin, Esq., in Dallas,
Texas.
SORENSON COMMUNICATIONS: S&P Revises CreditWatch Implications
-------------------------------------------------------------
U.S.-based Sorenson Communications LLC withdrew its refinancing
plans in November 2018 because of unfavorable market conditions.
S&P Global Ratings said although it expects the company to announce
another transaction in the coming months, refinancing risk is
increasing on Sorenson's 2020 debt facilities.
Therefore, S&P on Feb. 12 revised the CreditWatch implications on
the 'B-' issuer credit rating to developing from positive. S&P
said, "We initially placed the rating on CreditWatch with positive
implications on Nov. 12, 2018. We are also placing our issue-level
rating on the company's term loan on CreditWatch with developing
implications."
S&P said, "We are withdrawing our 'B' issue-level rating and '3'
recovery rating on the company's previously announced $950 million
first-lien term loan due 2023 as the debt was never issued.
"The revision of the CreditWatch implications to developing from
positive reflects the uncertainty of cost and timing of the
debt-refinancing effort. Refinancing risk is increasing as the
maturity date is getting closer, and we may take a positive or
negative rating action depending on the company's ability to
refinance its upcoming debt maturity within the next three months.
If the refinancing is successful, and pushes out debt maturities
beyond 2020, we could raise our issuer credit rating on Sorenson by
one notch based on our estimate of free cash flow generation for
the company, and its ability to reduce debt leverage and reinvest
in the business over time.
"On the other hand, we believe Sorenson could face increasing
challenges to refinance its debt as the maturity dates draw closer,
given rising economic uncertainty which could lead to market
volatility. Roughly 50% of the company's capital structure becomes
current in May 2019. As of Sept. 30, 2018, the company's current
capital structure outstanding consisted of $529.3 million
first-lien term loan due April 30, 2020, $375 million 9% senior
secured notes due Oct. 31, 2020, and $98.9 million 13.85% senior
unsecured notes due Oct. 31, 2021. If the refinancing is not
successful, it would increase the probability that the company
would pursue debt restructuring efforts or bankruptcy to address
its debt maturities."
CreditWatch
The CreditWatch with developing implications reflects that S&P may
take a positive or negative rating action depending on the
company's ability to refinance its upcoming debt maturity, likely
in the next 90 days, when the maturity on the term loan becomes
current.
SOVRANO LLC: Seeks to Hire CR3 Partners, Appoint CRO
----------------------------------------------------
Sovrano, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire CR3 Partners, LLC and appoint
the firm's partner Dawn Ragan as its chief restructuring officer.
The firm's services include an evaluation of the current financial
condition and prospects of the company and its affiliates, and
assisting them in the negotiation and implementation of any
proposed transaction involving their assets, including any sale
transaction or plan of reorganization.
CR3 will charge these hourly fees:
Partner $550 - $690
Director $350 - $550
Manager $350 - $400
Associate $250 - $350
The CRO will be paid an hourly fee of $500 for her services.
Ms. Ragan disclosed in a court filing that her firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
CR3 can be reached through:
Dawn M. Ragan
CR3 Partners, LLC
13355 Noel Road, Suite 310
Dallas, TX 75240
Phone: +1 (917) 376-2981
Email: dawn.ragan@cr3partners.com
About Sovrano LLC
Sovrano, LLC, is a private equity group specializing in lower
middle-market investments. The Company invests in the food services
or restaurant industry. In 2015, Sovrano acquired Gatti's Pizza, a
pizza chain founded in 1969. Sovrano, LLC, is based in Fort Worth,
Texas.
On Jan. 4, 2019, Sovrano, LLC (Lead Case) and its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 19-40067). The Debtors filed a motion for joint
administration, seeking consolidation of their respective estates
for administrative purposes only.
The Hon. Edward L. Morris is assigned to the cases.
Six affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sovrano, LLC (Lead Case) 19-40067
Mr. Gatti's, LP 19-40069
Gatti's Great Pizza, Inc. 19-40070
Gigi's Cupcakes, LLC 19-40072
Gigi's Operating, LLC 19-40073
Gigi's Operating II, LLC 19-40074
In the petition signed by Kyle C. Mann, vice chairman, Sovrano
estimated assets of $10 million to $50 million and total estimated
liabilities of $10 million to $50 million.
The Debtors tapped Kelly Hart & Hallman LLP as their bankruptcy
counsel.
SOVRANO LLC: Seeks to Hire Kelly Hart as Legal Counsel
------------------------------------------------------
Sovrano, LLC, seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire Kelly Hart & Hallman LLP as its
legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist them in the preparation
and implementation of a reorganization plan; prosecute or defend
actions to protect their bankruptcy estates; and provide other
legal services related to their Chapter 11 cases.
The hourly rates charged by the firm's attorneys range from $275 to
$525.
Kelly Hart received $50,000 as payment for its pre-bankruptcy
services and $12,019 for the filing fees.
Michael McConnell, Esq., a partner at Kelly Hart, disclosed in a
court filing that his firm neither holds nor represents any
interest adverse to the Debtor's bankruptcy estate.
Kelly Hart can be reached through:
Michael McConnell, Esq.
Nancy Ribaudo, Esq.
Katherine T. Hopkins, Esq.
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, TX 76102
Telephone: 817-332-2500
Telecopy: 817-878-9774
E-mail: michael.mcconnell@kellyhart.com
E-mail: nancy.ribaudo@kellyhart.com
E-mail: katherine.hopkins@kellyhart.com
About Sovrano LLC
Sovrano, LLC, is a private equity group specializing in lower
middle-market investments. The Company invests in the food services
or restaurant industry. In 2015, Sovrano acquired Gatti's Pizza, a
pizza chain founded in 1969. Sovrano, LLC, is based in Fort Worth,
Texas.
On Jan. 4, 2019, Sovrano, LLC (Lead Case) and its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex., Lead Case
No. 19-40067). The Debtors filed a motion for joint
administration, seeking consolidation of their respective estates
for administrative purposes only.
The Hon. Edward L. Morris is assigned to the cases.
Six affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sovrano, LLC (Lead Case) 19-40067
Mr. Gatti's, LP 19-40069
Gatti's Great Pizza, Inc. 19-40070
Gigi's Cupcakes, LLC 19-40072
Gigi's Operating, LLC 19-40073
Gigi's Operating II, LLC 19-40074
In the petition signed by Kyle C. Mann, vice chairman, Sovrano
estimated assets of $10 million to $50 million and total estimated
liabilities of $10 million to $50 million.
The Debtors tapped Kelly Hart & Hallman LLP as their bankruptcy
counsel.
SQLC Senior Living: Taps Epiq as Claims Agent
---------------------------------------------
SQLC Senior Living Center at Corpus Christi, Inc. received approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Epiq Corporate Restructuring, LLC as its claims, noticing,
soliciting and balloting agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed
against the Debtor. It will also provide balloting services in
connection with the solicitation process for any proposed
bankruptcy plan filed in the Debtor's Chapter 11 case.
Epiq will be paid at these hourly rates:
Executives No Charge
Executive Vice President, Solicitation $215
Solicitation Consultant $190
Consultants/Directors/Vice Presidents $160 to $190
Case Managers $70 to $165
IT/Programming $65 to $85
Clerical/Administrative Support $25 to $45
Kathryn Tran, senior consultant of Epiq, disclosed in a court
filing that her firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
Epiq can be reached through:
Kathryn Tran
Epiq Corporate Restructuring, LLC
777 Third Avenue, Twelfth Floor,
New York, NY 10017
Phone: (646) 282-2523
About SQLC Senior Living Center at
Corpus Christi Inc.
SQLC Senior Living Center at Corpus Christi, Inc., which conducts
business under the name Mirador, is a Texas nonprofit corporation,
which owns and operates a 228-unit continuing care retirement
community. It employs 183 people as of Jan. 1, 2019.
SQLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Texas Case No. 19-20063 on February 8, 2019. At the
time of the filing, the Debtor disclosed $53 million in assets and
$118 million in liabilities.
The case has been assigned to Judge David R. Jones.
The Debtor tapped Thompson & Knight LLP as legal counsel; Ankura
Consulting, LLC as restructuring advisor; Larx Advisors, Inc. as
financial advisor; and Cushman & Wakefield U.S., Inc. as real
estate agent.
ST. JOSEPH ENERGY: S&P Cuts Debt Rating to BB- on Lower Cash Sweep
------------------------------------------------------------------
St. Joseph Energy Center LLC (SJEC) is revising the cash flow sweep
on its $422.7 million term loan B to 50% from 75%.
S&P Global Ratings is lowering the rating on the project's senior
secured facilities to 'BB-' from 'BB', reflecting its expectation
of heightened refinancing risk. The '1' recovery rating is
unchanged, indicating its expectations of very high recovery
(90%-100%; rounded estimate: 90%) in a default scenario.
SJEC's highly efficient heat rate places the plant near the bottom
of the dispatch stack. At a heat rate of 6,600-6,800 Btu per kWh,
SJEC is one of the lowest-cost power producers in the heavily
coal-dominated AEP region of PJM. SJEC has operated in line with
S&P's expectations since it reached COD, and it expects the plant
to continue operate at around a 90% capacity factor and dispatch
close to availability.
"The stable outlook reflects our view that SJEC will maintain high
availability and dispatch generally at around 90%. We expect around
$270 million outstanding at maturity. We anticipate the DSCR during
the next 12 months to be greater than 2x, with a minimum DSCR of
1.46x over the life of the project," S&P said.
S&P said it could lower the rating if the project were unable to
maintain a minimum DSCR of 1.4x on a consistent basis. This could
stem from the deterioration of energy margins driven by lower power
demand or continued low commodity prices. S&P could also revise
the outlook or lower the rating if the project experiences
unexpected operational issues that lead to an extensive unforced
outage.
"While unlikely in the near term, we could raise the rating if we
expect the project to maintain a minimum base-case DSCR above 1.6x
in all years, including during the post-refinancing period. This
could stem from secular improvement in power and capacity prices in
PJM that lead to higher than expected gross margins," S&P said.
SUMAR INTERNATIONAL: Allowed to Use Cash Collateral Until Feb. 28
-----------------------------------------------------------------
The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the
Central District of California authorized Sumar International, Inc.
to use cash collateral on an interim basis pursuant to the budget,
for the period Jan. 17, 2019, through Feb. 28, 2019
The Debtor is also authorized to deviate from the amounts set forth
in the revised budget by as much as 20% in any one category where
the projected spending is under $1,000 and may vary from the
revised budget by as much as 15% as to any other category, all
without any notification to Bank of America.
The Court has approved the request to rollover any unused expense
allowance from week to week by category. To the extent gross
revenues exceed projected gross revenues, the Debtor may apply up
to 75% of such excess (beyond the projected gross revenues) to
costs of goods sold.
Bank of America asserts interests in cash collateral and the Court
assumes Bank of America is secured by cash collateral.
The Debtor will make an adequate protection payment to Bank of
America in the amount of $1,500 due on the 28th day of each month
until the Order is superseded by a later order.
As further adequate protection, Bank of America is granted
replacement liens in all post-petition assets of the Debtor, other
than avoidance power actions and recoveries. Said replacement lien
will have the same validity, extent and priority (and will be
subject to the same defenses) as Bank of America's lien held in
prepetition collateral. The replacement lien will also be deemed
valid and perfected with such priority as provided in the Order,
without any further notice or act by any party that may otherwise
be required under any law.
A hearing on the continued use of cash collateral will be held on
Feb. 28, 2019 at 10:00 a.m. Any interested party will have until
Feb. 21, to file any responsive pleading.
A full-text copy of the Order is available at
http://bankrupt.com/misc/cacb18-23696-63.pdf
About Sumar International
Established in 2007, Sumar International, Inc. --
https://sumarusa.com/ -- provides in-house electronics for U.S.
hospitality and health and beauty industries. It offers TV wall
mounts, TV stands, audio cables, night lights and lamps, and
accessories under the brands SUMAR, UNO, uMOVE, uBRITE and miffy.
Sumar International is headquartered in Pasadena, California.
Sumar International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-23696) on Nov. 21,
2018. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of $1 million to $10 million.
The case has been assigned to Judge Julia W. Brand. The Fox Law
Corporation, Inc., is the Debtor's counsel.
SUPPLY PRO: Melt Blown Buying All Property for $1 Million
---------------------------------------------------------
Supply Pro, Inc., and Supply Pro Sorbents, LLC, ask the U.S.
Bankruptcy Court for the Southern District of Texas to authorize
the sale of all of their personal/business property and equipment
to Melt Blown Technologies for $1 million.
The property to be sold is listed and included on the Schedules
filed in the proceeding. The offer to purchase has been made by
Melt Blown Technologies, Derek Yurgaitis, president.
The Debtors propose the sale to be free and clear of all claims,
liens, interests and encumbrances. Any and all valid liens will
attach to the proceeds, to be distributed pursuant to the Debtors'
Chapter 11 Plan. Melt Blown Technologies has proposed to deposit
$20,000 in earnest money, and asks 30-45 days to confirm the
condition of the equipment and the current levels of inventory.
Ecosorb Investments, LLC asserts a lien on the Debtors' assets --
one note with approximately $465,000 owed (equipment of Supply Pro,
Inc.) , and a note with approximately $248,000 owed (inventory and
receivables of Supply Pro Sorbents, LLC). The total liens of
approximately $713,000.
The Debtor asks emergency consideration of the Motion. The
Purchaser would like to immediately begin their due diligence, and
ask Court authority for their investigation.
The proposed sale will result in $1 million in gross proceeds.
Based upon the condition and the operation of the Debtors'
business, they believe the sale to be the best and highest
available use of the assets at this time. As such, the sale is in
the best interest of the estate.
The Debtors have been contacted by additional, potentially
interested buyers. If subsequent offers are received, or other
significant interest, the Debtors may request the Court to
institute auction procedures in order to ensure the highest and
best price for their assets
A copy of the Debtor's Schedules attached to the Motion is
available for free at:
http://bankrupt.com/misc/Supply_Pro_Inc_19_Sales.pdf
About Supply Pro
Pro Sorbents, LLC, and Supply Pro, Inc. --
http://www.prosorbents.com/-- are providers of absorbent products
to help protect those people cleaning hazards spills and provide
proper equipment for the safe removal of hazardous materials. They
offer anti-static pads, spill kits, absorbents, and loose
particulates.
Supply Pro Sorbents, LLC and Supply Pro, Inc., sought Chapter 11
protection (Bankr. N.D. Tex. Case Nos. 18-20580 and 18-20581) on
Dec. 19, 2018. In the petitions signed by Harmon K. Fine, managing
member, the Debtors estimated $500,000 to $1 million in assets and
$1 million to $10 million in liabilities. The Hon. David R. Jones
oversees the cases. Johnie Patterson, Esq., at Walker & Patterson,
P.C., serves as bankruptcy counsel to the Debtors.
SUPPLY PRO: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee on Feb. 13 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Supply Pro, Inc. and Supply
Pro Sorbents, LLC.
About Supply Pro
Supply Pro Sorbents, LLC and Supply Pro, Inc. --
http://www.prosorbents.com/-- are providers of absorbent products
to help protect those people cleaning hazards spills and provide
proper equipment for the safe removal of hazardous materials. The
Debtors offer anti-static pads, spill kits, absorbents, and loose
particulates.
Supply Pro Sorbents, LLC and Supply Pro, Inc. sought Chapter 11
protection (Bankr. N.D. Tex. Case Nos. 18-20580 and 18-20581) on
Dec. 19, 2018. In the petitions signed by Harmon K. Fine, managing
member, the Debtors estimated $500,000 to $1 million in assets and
$1 million to $10 million in liabilities.
The Hon. David R. Jones presides over the cases. Johnie Patterson,
Esq., at Walker & Patterson, P.C., serves as bankruptcy counsel to
the Debtors.
SYNOVUS FINANCIAL: Fitch Rates $300MM Subordinated Notes BB+
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Synovus Financial
Corp.'s issuance of $300 million of 5.900% fixed-to-fixed rate
subordinated notes due 2029.
SNV expects to use the proceeds for general corporate purposes,
including share repurchases.
In July 2018, Fitch affirmed SNV's Long-Term Issuer Default Rating
and Viability Rating at 'BBB-' and 'bbb-', respectively, with a
Positive Outlook. These actions followed the announcement that SNV
would acquire FCB Financial Holdings, Inc.
KEY RATING DRIVERS
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The rating for the new offering is equivalent to the rating on
SNV's existing subordinated debt. SNV's subordinated debt is
notched one level below its VR for loss severity. These ratings are
in accordance with Fitch's criteria and assessment of the
instruments non-performance and loss severity risk profiles.
RATING SENSITIVITIES
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings for SNV's subordinated debt are sensitive to any change
to the VR.
Fitch has assigned the following rating:
Synovus Financial Corp.
-- $300 million 5.900% fixed-to-fixed rate subordinated notes
'BB+'.
Fitch currently has the following ratings on SNV:
Synovus Financial Corp.
-- Long-term IDR 'BBB-'; Positive Outlook;
-- Short-term IDR 'F3';
-- Viability Rating 'bbb-';
-- Senior unsecured 'BBB-';
-- Subordinated debt 'BB+';
-- Preferred stock 'B';
-- Support '5';
-- Support Floor at 'NF'.
Synovus Bank
-- Long-term IDR 'BBB-'; Positive Outlook;
-- Short-term IDR 'F3';
-- Viability Rating 'bbb-';
-- Long-term deposits 'BBB';
-- Short-term deposits 'F3';
-- Support '5';
-- Support Floor 'NF'.
TEBERIO PROPERTIES: Full Payment for Unsecured Creditors Under Plan
-------------------------------------------------------------------
Teberio Properties, LLC filed with the U.S. Bankruptcy Court for
the District of Pennsylvania a plan of reorganization, dated Jan.
31, 2019, which proposes to pay creditors from net rental income
and sales of real property.
The plan provides for 20 classes of claims and 1 class of unsecured
claim. Unsecured creditors holding allowed claims will receive
distributions, which the proponent of the plan has valued at 100%.
The plan also provides for the payment of administrative and
priority claims.
Beginning the month after the Effective Date, the Debtor will pay
the sum of $3,555 per month, from cash flow to creditors in the
following tiers:
(a) Pro-rata allowed Administrative Expenses until paid in
full.
(b) Pro-rata any priority tax claims
(c) For a period of 60 months to creditors described in Classes
1-4, 6, 8-19, followed by a final payment to each creditor if
necessary to pay the claims in full.
(d) Pro-rata general unsecured creditors until paid in full.
A copy of the Reorganization Plan dated Jan. 31, 2019 is available
at https://is.gd/YYlfAZ from Pacermonitor.com at no charge.
About Teberio Properties
Teberio Properties, LLC, is a privately-held operator of
nonresidential buildings in Mountain Top, Pennsylvania.
Teberio Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04214) on Oct. 4,
2018. In the petition signed by Linda Teberio, managing member,
the Debtor estimated assets of $1 million to $10 million and
liabilities of less than $1 million. Judge John J. Thomas presides
over the case.
TIARA PARKDALE: Seeks Authorization on Cash Collateral Use
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Tiara Parkdale, L.P., requests the U.S. Bankruptcy Court for the
Eastern District of Texas to authorize its use of the cash
collateral to pay for ordinary and necessary operating expenses in
the ordinary course of business, as set forth in the proposed
budget.
The proposed budget provides total monthly expenses of
approximately $34,519.
The Debtor owns a shopping center known as the University Mall in
Nacogdoches, Texas. The Debtor purchased its interest in the
Property from University Mall Realty, Ltd., pursuant to that
certain Commercial Contract for Deed. Prior to Debtor's purchase of
the Property, the Property was encumbered by that certain Deed of
Trust Lien in favor of Viewpoint Bank, N.A. (n/k/a Legacy Bank), to
secure an obligation of University originating from that certain
Promissory Note, in the original principal amount of $3,250,000.
Legacy has a first lien on the Property.
As of the Petition Date, the balance due to Legacy is approximately
$2,600,000. The Debtor's outstanding obligations to University
under the Contract, over and above the amounts owed to Legacy, is
less than $2,400,000. The Debtor believes there is substantial
equity in the Property.
Currently, the Property continues to operate -- 70% occupied and
generates monthly revenues of approximately $85,000. The Property
is currently being managed by Orda Corp.
Orda is paid monthly on a flat fee arrangement and Orda currently
collects the rental Revenue and pays the expenses associated with
operating the Property. In addition to the Revenue, Orda holds
funds associated with the operation of the Property, including but
not limited to, reimbursement amounts paid by tenants pursuant to
their leases and other funds advanced by the Debtor to support the
Property's operations, repair and maintenance. The Debtor believes
said revenue, along with these funds, may constitute collateral for
Legacy and/or University.
The Debtor believes that Legacy and/or University are oversecured
and are adequately protected by their respective collateral
interests in the Property. However, to the extent necessary, the
Debtor would be willing to provide replacement liens pursuant to
Section 552, in their respective prepetition collateral, to the
extent of the validity, extent and priority of their prepetition
liens.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txeb19-40253-2.pdf
About Tiara Parkdale
Tiara Parkdale, L.P. is a Single Asset Real Estate Debtor (as
defined in 11 U.S.C. Section 101(51B)).
Tiara Parkdale, L.P. filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 19-40253) on Jan. 31, 2019. The petition was signed by
Mark Kaufman, managing member of MAK Properties Texas, LLC, general
partner. The Hon. Brenda T. Rhoades is assigned to the case. The
Debtor is represented by Susan B. Hersh, Esq. at the Susan B.
Hersh, P.C. At the time of filing, the Debtor estimated $1 million
to $10 million in assets and $1 million to $10 million in
liabilities.
TOISA LIMITED: Deadline to File Claim Set for February 22
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The U.S. Bankruptcy Court for the Southern District of New York set
Feb. 22, 2017, at 5:00 p.m. (prevailing Eastern Time) as the last
date and time for all entities holding claims against Toisa Limited
et al. to file their proofs of claim.
Any party that has already properly filed an administrative claim
with Kurztman Carson Consultant LLC that clearly set forth the
Debtor against which the party asserts an administrative claim and
any other party excluded from the applicability of the 2017-2018
administrative claims bar date in the 2017-2018 administrative
claims bar date order, including secured lenders and holders of
professional fee claims.
All proofs of claim must be mailed at these address:
Toisa Limited et al., Claims Processing Center
c/o Kurtzman Carson Consultants
2335 Alaska Avenue
El Segundo, CA 90245
Further information regarding the filing of administrative claims,
contact the Debtor's counsel at:
Togut, Segal, & Segal LLP
One Penn Plaza, Suite 3335
New York, New York 10119
Attn: Brian F. Moore
Tel: (212) 594-5000
Email: bmoore@teamtogut.com
Alternatively, proofs of claim maybe submitted electronically
through the claim's agent website at http://www.kccllc.net/toisa.
About Toisa Limited
Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.
Toisa Limited and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29,
2017. In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in
assets and liabilities.
Judge Shelley C. Chapman is the case judge.
Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors. The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent; and Scura
Paley Securities LLC, as financial advisor.
The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017. The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel. Blank Rome LLP, is the special maritime counsel.
TOISA LIMITED: Plan Confirmation Hearing Set for March 14
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The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York will hold a hearing on March 14,
2019, at 11:00 a.m. (prevailing Eastern Time), at One Bowling
Green, Room 623, New York, New York 10004, to confirm the second
amended joint Chapter 11 plan of liquidation of Toisa Limited and
certain of its affiliates. Objections to the Debtors' Chapter 11
plan, if any, must be filed on March 4, 2019, at 4:00 p.m.
(prevailing Eastern Time).
All votes to accept or reject the Debtors' Chapter 11 plan must be
filed no later than 4:00 p.m. (prevailing Eastern Time) on March 4,
2019.
The Court approved the adequacy of the Debtors' disclosure
statement explaining their Chapter 11 plan on Jan. 24, 2019.
About Toisa Limited
Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.
Toisa Limited and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29,
2017. In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in
assets and liabilities.
Judge Shelley C. Chapman is the case judge.
Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors. The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent; and Scura
Paley Securities LLC, as financial advisor.
The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017. The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel. Blank Rome LLP, is the special maritime counsel.
TOWN STAR: Seeks to Hire Shumaker Loop as Legal Counsel
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Town Star Holdings, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Shumaker, Loop &
Kendrick, LLP, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a reorganization
plan; and provide other legal services related to its Chapter 11
case.
Prior to its bankruptcy filing, the Debtor paid the firm $29,202
for its pre-bankruptcy services. The amount includes reimbursement
of $1,717 for the filing fee.
Shumaker is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Steven M. Berman, Esq.
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, FL 33602
Phone: (813) 229-7600
Fax: (813) 229-1660
Email: sberman@slk-law.com
About Town Star Holdings
Headquartered in Fort Myers, Florida, Town Star Holdings, LLC, owns
convenience stores.
Town Star Holdings filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 19-00667) on Jan. 25, 2019. At the time of the filing,
the Debtor estimated under $10 million in both assets and
liabilities. The Debtor tapped Steven M. Berman, Esq., at
Shumaker, Loop & Kendrick, LLP, as its legal counsel.
TRANS WORLD SERVICES: New Plan Modifies Treatment of JPMorgan Claim
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Trans World Services, Inc. filed with the U.S. Bankruptcy Court for
the Southern District of Texas a disclosure statement regarding its
chapter 11 plan dated Feb. 1, 2019.
This latest plan modifies the treatment of JPMorgan Chase Bank
N.A's secured claim in Class 2. This claim will now be paid in 60
monthly installments of $7,936.71 beginning on the Effective Date
of the plan at an interest rate of 7.090%. This Class 2 creditor
will retain its statutory liens.
The previous version of the plan proposed to pay JPMorgan 60
monthly installments of $7,685 at an interest rate 5.75%.
A copy of the Disclosure Statement dated Feb. 1, 2019 is available
at https://is.gd/OfYI21 from Pacermonitor.com at no charge.
About Trans World Services
Trans World Services, Inc., is a privately owned auto parts
distributor in Houston, Texas. It offers automobile parts and
services to automotive manufacturers serving customers worldwide.
Trans World Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32660) on May 22,
2018. In the petition signed by Mohammad H. Semana, president, the
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge Eduardo V. Rodriguez presides over
the case. Trans World Services hired Office of Nelson M. Jones III
as its legal counsel.
TWIFORD ENTERPRISES: Needs Access to Cash Until End of March 2019
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Twiford Enterprises, Inc., requests the U.S. Bankruptcy Court for
the District of Wyoming to allow its continued use of the cash
collateral of Rolling Hills Bank and Trust ("RHB") through the end
of March 2019.
The cash collateral order currently in place expires on Feb. 28,
2019. The Debtor is now compelled to have the Court's explicit
authorization that it be allowed to use the cash collateral
represented by the $226,765.73 in cattle sale checks that have not
been deposited as well as the funds in the Debtor-in-Possession
bank account (to the extent they constitute cash collateral). The
Debtor anticipates that the March's expenses will be the same as
those in February, 2019 -- the Debtor projects it will require
$75,200.
The Debtor believes there are cattle proceed checks that date back
to Sept. 25, 2018 that have not been cashed because Petsch Farms, a
joint payee, feels it needs additional protection before it
endorses said checks. The checks are currently in the possession of
Petsch Farms. However, RHB refuses to agree to such protections.
Meanwhile, the checks grow stale, but the Debtor's cattle keep
feeding and incurring costs. The Debtor argues that the refusal to
endorse the checks constitutes a violation of the automatic stay.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/wyb18-20120-403.pdf
About Twiford Enterprises
Twiford Enterprises, Inc., is a privately held company in Glendo,
Wyoming in the crop farming industry. The Company owns in fee
simple 2870 acres of land and buildings located at 642 Horseshoe
Creek Road Glendo, Wyoming having an appraised value of $4.65
million. Its gross revenue amounted to $2.23 million in 2017 and
$2.38 million in 2016.
Twiford Enterprises filed a Chapter 11 bankruptcy petition (Bankr.
D. Wyo. Case No. 18-20120) on March 9, 2018. In its petition
signed by its secretary, Jack Twiford, the Debtor disclosed total
assets of approximately $7.68 million and $6.49 million in total
debt. The Hon. Cathleen D. Parker is the case judge. The Debtor
hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as
counsel.
TYSON ENTERPRISES: Seeks Authority to Use Heritage Cash Collateral
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Ronald G. Tyson and Tyson Enterprises, Inc., seek authority from
the U.S. Bankruptcy Court for the Northern District of Georgia to
use of cash collateral in such amounts as is necessary to avoid
irreparable harm to the estate pending a final hearing.
The Debtors require immediate use of cash collateral in order
maintain consistent operations and resume paying for ordinary,
post-petition operating expenses to minimize any damage caused by
the filing.
Ronald G. Tyson is the owner of two parcel of commercially zoned
real property in Kennesaw, Georgia. Tyson Enterprises, Inc. manages
the Property, including rental of several buildings on the
Property.
Presently, Debtors have five commercial tenants renting portions of
the Property, and one commercial tenant leasing billboard space on
the Property. The Debtors anticipate that monthly gross revenue can
be increased to $19,225 through the leasing of existing available
space and without any change in the structure of the Business.
Heritage Select, LLC asserts a first-priority security interest in
the Property.
The Debtors maintain that the requirement of adequate protection of
Heritage's interest in the Property, sufficient to warrant the use
of cash collateral, is satisfied in the instant case where
(a) The Debtors will use cash collateral specifically and
exclusively for the maintenance and protection of the Property,
including the operation of the Business and generation of
additional revenue.
(b) Cash collateral is required for the payment of all
postpetition property taxes on Heritage's collateral, i.e., the
Property, insurance on the Property, and maintenance and repairs of
the Property.
(c) The Debtors will be paying all access rent revenues to
Heritage as further adequate protection.
(d) There is a sufficient equity cushion in the Property such
that Heritage is adequately protected.
Furthermore, the Debtors submit that all rent payments which were
payable in October 2018 were paid directly to and retained by
Heritage pursuant to Heritage's pre-petition instructions to
Debtors' tenants. The Debtors are not seeking to recover any of
those payments from Heritage.
A full-text copy of the Debtors' Motion is available at
http://bankrupt.com/misc/ganb18-66579-30.pdf
About Tyson Enterprises
Tyson Enterprises, Inc., a lessor of real estate based in Kennesaw,
Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
18-66579) on Oct. 1, 2018. In the petition signed by CEO Ronald G.
Tyson, the Debtor estimated $0 to $50,000 in assets and $1 million
to $10 million in liabilities. John K. Rezac, Esq., at Taylor
English Duma LLP, serves as bankruptcy counsel.
UNDER ARMOUR: S&P Alters Outlook to Stable, Affirms 'BB' ICR
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U.S.-based Under Armour Inc.'s credit metrics have strengthened
from its restructuring efforts and recent debt repayment. S&P
Global Ratings said leverage should decline below 3x in fiscal
2019, however, it anticipates that the company's sales growth will
remain volatile as it faces significant competitive pressures in
its markets.
S&P revised its outlook on Under Armour to stable from negative and
affirmed its 'BB' issuer credit rating. At the same time, S&P
affirmed its 'BB' issue-level rating and '3' recovery rating on the
company's $600 million unsecured notes.
"The outlook revision to stable from negative reflects our
expectations that the company's restructuring efforts will lead to
a leaner cost structure, stronger margins, and cash flow
generation. With debt repayment, that will result in leverage
declining below 3x over the next 12 months," S&P said. "However, we
believe the company's sales and profits will likely remain volatile
as it tries to stabilize its still declining North America segment
and regain lost market share."
S&P said the outlook is stable and reflects its expectation for
modest gains in operating performance as Under Armour continues to
stabilize its North America segments, and benefits from cost-saving
initiatives and debt reduction. That should result in leverage
declining below 3x, according to S&P.
S&P said it could revise the outlook to positive in upcoming
quarters and subsequently raise the rating over the next year if
the company shows signs of stabilization in its North America
segment and if S&P believes the company can sustain leverage below
3x.
"Although unlikely, we could lower the rating if the company cannot
reverse its negative sales trends in North America, while growth in
its international segment continues to decelerate and profit
declines, causing leverage to increase over 4x," S&P said. "This
could also happen if the company spends aggressively to support
growth in its international markets, perhaps because it cannot
strengthen its domestic operations. Such actions would
significantly increase costs, leading to weaker profit and leverage
exceeding the indicated threshold."
VERSA MARKETING: May Continue Using Cash Collateral Until April 30
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The Hon. Rene Lastreto, II of the U.S. Bankruptcy Court for the
Eastern District of California permitted Versa Marketing, Inc., to
use cash collateral in accordance with the terms of the Budget for
the period of Feb. 1, 2019 to April 30, 2019.
The Debtor is also authorized to establish a PACA Trust Account at
California Bank & Trust, where the trust funds will be held as
adequate protection for PACA Creditors pending further Court Order.
In addition, the Court approved the Sale contemplated in the
Stipulation.
There will be a continued hearing on the Cash Collateral Motion on
May 2, 2019 at 9:30 a.m. The Debtor is directed to file and serve
its proposed cash collateral uses after April 30 no later than
fourteen days prior to the continued hearing.
Payments to Fresno First Bank on the SBA loan will be in the amount
of $15,107.45 per month.
Adequate protection of each Secured Creditor's interest in the
collateral during the Cash Collateral Period will be as set forth
in the Budget. To the extent there is any diminution in the value
of the cash collateral during the pendency of the case, the Secured
Creditors will also be entitled to administrative claims for the
value of such diminution as provided in the Bankruptcy Code.
The Debtor's landlord will be paid rent in accordance with the
Budget.
Secured Creditors' loans will bear interest in accordance with the
terms of their loan documents and Section 506. The Debtor will
provide the Secured Creditors and Creditors' Committee such
financial reports as are necessary to determine Debtor's compliance
with the terms and conditions of the Stipulation.
The Secured Creditors are also granted a valid, non-avoidable, and
fully perfected replacement lien to secured any diminution in the
value of its interest in the Secured Creditors' prepetition date
collateral caused by the Debtors' use and sale thereof, and a
security interest in all assets of the Debtor acquired on or after
the Petition Date in order to secure the Secured Creditors' claims
against the Debtor. Said replacement lien will have the same
scope, validity, perfection, relative priority and enforceability
as to the Secured Creditors' Prepetition Date security interest in
the collateral.
A full-text copy of the Order is available at
http://bankrupt.com/misc/caeb18-13678-274.pdf
About Versa Marketing
Versa Marketing, Inc. -- http://www.versamarketing.us/-- is a
contract manufacturer of private label custom made frozen food
products for the retail industry and food services. It was founded
by Al Goularte in 1993.
Versa Marketing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-13678) on Sept. 7,
2018. In the petition signed by CEO A.J. Goularte, the Debtor
estimated assets of $10 million to $50 million and liabilities of
$1 million to $10 million. Judge Rene Lastreto II oversees the
case.
W.L. GOODFELLOWS: Seeks to Hire Baraztz & Associates as Accountant
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W.L. Goodfellows and Co., Inc. seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ Baraztz &
Associates, P.A. as its accountant.
Baraztz & Associates will assist the Debtor in preparing initial
reports, monthly operating reports and tax returns, and will
provide other accounting services required to operate its
business.
The firm will charge an hourly fee of $225 for services rendered by
Sean Balliet, a certified public accountant. Administrative
professionals and bookkeepers will charge $120 per hour and $65 per
hour, respectively.
Mr. Balliet disclosed in a court filing that his firm is a
"disinterested person" under section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Sean Balliet, CPA
Baratz & Associates, P.A.
7 Eves Drive, Suite 100
Marlton, NJ 08053
Phone: 856-985-5688
Fax: 856-985-8340
About W.L. Goodfellows and Co.
W.L. Goodfellows and Co., Inc. operates a bar/restaurant located at
310 E. White Horse Pike, Galloway, New Jersey. W.L. Goodfellows
filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No.
19-10961-JNP) on Jan. 16, 2019. The case has been assigned to
Judge Jerrold N. Poslusny Jr. The Debtor hired Flaster Greenberg,
P.C., as its legal counsel.
WASTE SERVICES: Case Summary & 20 Largest Unsecured Creditors
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Debtor: Waste Services, Inc.
dba Competition Carting
aka Frontline Waste Management Corp.
444 E. Boston Post Road, Suite 210
Mamaroneck, NY 10543
Business Description: Waste Services is a provider of garbage
collection services. The Company focuses on
developing and implementing environmentally
friendly waste disposal solutions. Waste
Services is headquartered in Mamaroneck, New
York.
Chapter 11 Petition Date: February 13, 2019
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Case No.: 19-22260
Judge: Hon. Robert D. Drain
Debtor's Counsel: Joseph Corneau, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: jcorneau@klestadt.com
- and -
Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
200 West 41st Street, 17th Floor
New York, NY 10036-7203
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: tklestadt@klestadt.com
Debtor's
Special
Corporate &
Litigation
Counsel: SPOLZINO SMITH BUSS & JACOBS LLP
Debtor's
Accountant: LAWRENCE KALKSTEIN CPA
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph Spiezio, 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/nysb19-22260.pdf
WAYNE BAILEY: Court Allows Objection to Millstream's PACA Claim
---------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse entered an order allowing
Debtor Wayne Bailey, Inc.'s objection to the Perishable
Agricultural Commodities Act (PACA) Claim of Millstream Farming,
Inc.
PACA is designed to protect sellers that supply perishable
agricultural commodities to buyers on a "cash" or "short-term
credit" basis. "The maximum time for payment for a shipment to
which a seller, supplier, or agent can agree, prior to the
transaction, and still be eligible for benefits under the trust is
30 days after receipt and acceptance of the commodities. . . ." If
a seller fails to comply with the requirement set forth in 7 C.F.R.
section 46.46(e)(2), it will be ineligible to participate in the
PACA statutory trust. Millstream did not comply with the
requirement set forth in 7 C.F.R. section 46.46(e)(2) when it
agreed to the 45-Day Payment Term. Rather, prior to the 2017 Sweet
Potato Transactions, Millstream agreed to a payment term that
allowed the Debtor more than 30 days to pay for the sweet potatoes
after they were received and accepted by the Debtor. This 45-Day
Payment Term, which (i) was evidenced by a writing, (ii) was
established by the parties prior to the 2017 Sweet Potato
Transaction, and (iii) which applied to the 2017 Sweet Potato
Transactions, disqualified Millstream from participation in the
PACA trust for the amounts owed pursuant to the 2017 Sweet Potato
Transactions. For this reason, Millstream's PACA Proof of Claim
must be denied.
Additionally, a seller loses its eligibility to participate in the
PACA statutory trust if (i) the seller agrees to a payment term
that differs from the payment terms established by PACA's
regulations (see 7 C.F.R. § 46.2(z)) and (ii) the seller fails to
accurately set out the agreed-upon payment term on its "invoices,
accountings and other documents relating to the transaction."
Millstream's Invoices submitted to the Debtor for the 2017 Sweet
Potato Transactions all contained payment terms--Net 30--that
conflicted with the actual payment term in existence between the
parties--the 45-Day Payment Term. For this reason, Millstream was
ineligible for participation in the PACA statutory trust as it
relates to the amounts owed for the 2017 Sweet Potato
Transactions.
For these reasons, the objection is allowed and Millstream's PACA
Proof of Claim is denied as a PACA claim.
The bankruptcy case is in re: WAYNE BAILEY, INC. Chapter 11,
Debtor, Case No. 18-00284-5-SWH (Bankr. E.D.N.C.).
A copy of the Court's Order dated Jan. 8, 2019 is available at
https://bit.ly/2tiurXe from Leagle.com.
Wayne Bailey, Inc., Debtor, represented by Laurie B. Biggs, Stubbs
& Perdue, PA, Gregory B. Crampton, Nicholls & Crampton, P.A.,
Joseph Zachary Frost, Stubbs & Perdue, P.A. & Trawick H. Stubbs,
Jr., Stubbs & Perdue, P.A.
About Wayne Bailey, Inc.
Wayne Bailey, Inc., grows, packs, and ships sweet potatoes for
foodservice, retail, fresh cut, processing, and international
markets worldwide. It also offers processed sweet potatoes,
including shreds, sticks, diced, sliced (with or without skin),
slabs (with or without skin), crinkle-cut slabs (with or without
skin), and whole peeled and puree (chilled or frozen) sweet
potatoes. The company was founded in 1935 and is headquartered in
Chadbourn, North Carolina. It has facilities in North Carolina,
Mississippi, Louisiana, and Texas.
Wayne Bailey filed for chapter 11 bankruptcy protection on (Bankr.
E.D.N.C. Case No. 18-00284) on January 21, 2018, listing its
estimated assets and liabilities at $10 million to $50 million
respectively. The petition was signed by George G. Wooten,
president.
Judge Stephani W. Humrickhouse presides over the case.
WHITETAIL AUTO: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Whitetail Auto Transport, LLC as of Feb. 12,
according to a court docket.
About Whitetail Auto Transport
Whitetail Auto Transport, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50513) on January
10, 2019.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of less than $50,000.
The case has been assigned to Judge Sage M. Sigler. The Debtor
tapped the Law Office of Scott B. Riddle, LLC as its bankruptcy
counsel.
WILKINSON FLOOR: March 6 Approval Hearing on Plan Outline
---------------------------------------------------------
Bankruptcy Judge Eddward P. Ballinger Jr. will convene a hearing on
March 6, 2019 to consider approval of Wilkinson Floor Covering,
Inc.'s disclosure statement referring to a chapter 11 plan dated
Feb. 1, 2019.
The last day for filing and serving written objections to the
Disclosure Statement is fixed at five business days prior to the
hearing.
The Debtor's Plan provides for the payment of Administrative
Expenses incurred by professionals and the payment of Priority Tax
claims over a period of 24 monthly payments, the payment of
Creditors with a security interest in the Debtor's building from
the sale of the building, payment of the Strategic Administrative
Claim from the New Value Contribution, and the payment to unsecured
creditors over a period of three years after the payment of
Administrative Expenses and Priority Tax Claims in quarterly
payments of $10,000 a quarter plus recovery from the Wilkinson
Promissory Note and Litigation Proceeds. Equity is retained in
exchange for the contribution of $50,000. The payment of Allowed
Claims is in accordance with the priorities set forth in the
Bankruptcy Code. Debtor will be managed after confirmation by
existing management.
The Plan provides a substantial benefit to the Estate and the
Creditors. The Plan allows the Estate to benefit from the continued
operation of the Debtor's business operations compared to the
alternative of a liquidation which the Debtor contends would only
provide funds to pay the Secured Claims, and then only in part
other than Bank 34, and would not provide any dividend to other
creditors.
The Plan will be funded by the following:
1. Equity's New Value Contribution in the amount of $50,000;
2. Wilkinson's contribution of his equity interest in the
Building;
3. Net proceeds from the sale of the Building;
4. Debtor's post-confirmation net income;
5. Payments from the Wilkinson Promissory Note; and
6. Litigation Proceeds.
A copy of the Disclosure Statement dated Feb. 1, 2019 is available
at https://is.gd/CKl9Q4 from Pacermonitor.com at no charge.
About Wilkinson Floor Covering
Wilkinson Floor Covering, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb.
9, 2017. In the petition signed by Stephen E. Wilkinson,
president, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million. The case is assigned to
Judge Eddward P. Ballinger Jr. The Debtor hired Blake D. Gunn, as
counsel, and was substituted by Littler P.C. The Debtor tapped
Thomas Napolitano as CFO. Peter Davis of Simon Consulting has been
appointed as the examiner.
WOODBRIDGE GROUP: Selling Two Carbondale Parcels for $100K
----------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors, ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of Jan. 7,
2019, with Diego Ormedilla and Carolina Cancelleri, in connection
with the sale of Debtors Dixville Notch Investments, LLC and Black
Bass Investments, LLC's two parcels of real property located at (i)
77 W. Diamond A Ranch, Carbondale, Colorado, and (ii) Lot D-20
Sweetgrass Road, Carbondale, Colorado, together with Seller's
right, title, and interest in and to the buildings located thereon
and any other improvements and fixtures located thereon, and any
and all of the Seller's right, title, and interest in and to the
tangible personal property and equipment remaining on the real
property as of the date of the closing of the sale, for $100,000.
A hearing on the Motion is set for Feb. 21, 2019 at 10:00 a.m.
(ET). The objection deadline is Feb. 13, 2019 at 4:00 p.m. (ET).
The Property consists of two vacant lots situated in the Aspen Glen
community in Carbondale, Colorado. Debtor Dixville Notch purchased
the parcel located at 177 W. Diamond A Ranch in October 2015 for
$150,000 and Debtor Black Bass purchased the parcel located at Lot
D-20 Sweetgrass Road in August 2016 for $110,000, each with the
intention of holding the lots for future sale as vacant lots or for
future possible development. Ultimately, the Debtors determined
that there would be no benefit to constructing a new home or homes
on the Real Property given the existing inventory in the community.
Accordingly, the Debtors have determined that selling the Property
now on an "as is" basis best maximizes the value of the Property.
The parcel located at Lot D-20 Sweetgrass Road has been formally
listed on the multiple-listing service for approximately 127 days.
In addition, all the Debtors' available lots for purchase in the
Aspen Glen and River Valley Ranch areas (including the Property)
have been marketed through announcements to the brokerage community
and advertisements in various publications. The Purchasers' all
cash offer under the Purchase Agreement is the highest and
otherwise best offer (and the only offer) the Debtors have received
for the Property. Accordingly, the Debtors determined that selling
the Property to the Purchasers is the best way to maximize the
value of the Property.
On Jan. 7, 2019, the Purchasers made an all cash offer for the
Property in the amount of $100,000. The Debtors made a
counteroffer in the amount of $125,000; however, the Purchasers
held firm at $100,000. On Jan. 8, 2019, the Debtors made a second
counteroffer accepting the $100,000 offer price, but removing
certain contingencies, and the Purchasers accepted. The Debtors
believe that this all cash purchase price provides significant
value, and accordingly, the Sellers countersigned the final
Purchase Agreement on Jan. 8, 2019.
Under the Purchase Agreement, the Purchasers agreed to purchase the
Property for $100,000, with a $3,000 initial cash deposit, and the
balance of $97,000 to be paid in cash at closing. The deposit is
being held by Land Title Guarantee Co. as escrow agent.
In connection with marketing the Property, the Debtors and the
Purchasers both worked with Aspen Snowmass Sotheby's International
Realty. The Broker Agreement provides Sotheby's with the exclusive
and irrevocable right to market the Property for a fee in the
amount of 5% of the contractual sale price as the Sellers' broker
and the transaction broker. The Purchase Agreement is signed by
Laura Gee of Sotheby's both as the Sellers’ broker and as the
transaction broker on behalf of the Purchasers.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer.
Absent authority to pay Other Closing Costs, the Seller will be
unable to close the Sale and receive Sale proceeds. If the Seller
is unable to make these payments, the Purchaser may be entitled to
rescind the Purchase Agreement or assert other remedies that could
lead to additional and unnecessary claims. Accordingly, the
Debtors ask the ability to pay Other Closing Costs in connection
with the sale proceeds.
All proceeds of the Sale (net of the Broker Fees and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors ask that filing of a copy of an order granting the
relief sought in Garfield County, Colorado may be relied upon by
Fidelity National Title Insurance Co. to issue title insurance
policies on the Property. They further ask authority to pay the
Broker Fee, in an amount up to 5% of the gross Sale proceeds out of
such proceeds, to Sotheby's
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_3365_Sales.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
[*] John Loehr Joins AlixPartners as Managing Director
------------------------------------------------------
AlixPartners, the global consulting firm, on Feb. 11, 2019,
disclosed that automotive and industrial strategy and
transformation expert John Loehr has joined as a Managing Director
in the firm's global Automotive and Industrial practice. He will
work from AlixPartners' Chicago office.
Mr. Loehr brings more than 27 years of experience in automotive,
heavy-vehicle, industrial, electronics, distribution, and related
industries. For the past five years, he was a partner at
consulting firm McKinsey & Co. For 14 years prior to that he was
with consulting firm Booz & Co., most recently as a partner in that
firm's engineered products and services practice and global leader
of its innovation practice. Earlier in his career, from 1991 to
2000, he held senior positions at the United States Air Force
Laboratory, overseeing scientific research into electronic and
optoelectronic devices such as semiconductor lasers, optical
detectors, and electro-optic modulators.
Mr. Loehr holds a doctorate in electrical engineering (with a
specialty in semiconductor lasers) and master's degrees in physics
and electrical engineering from the University of Michigan in Ann
Arbor, Michigan, and a bachelor's degree in electrical engineering
from Michigan State University in East Lansing, Michigan. He is
the author of several consulting-oriented papers, many refereed
scientific journal articles, and the book "Physics of Strained
Quantum Well Lasers."
"John's broad experience in transformational consulting, including
in innovation strategies for growth, as well as his deep background
in technology will be of great value to our clients," said Simon
Freakley, CEO of AlixPartners. "We are delighted to welcome him to
the firm."
About AlixPartners
AlixPartners -- http://www.alixpartners.com-- is a results-driven
global consulting firm that specializes in helping businesses
successfully address their most complex and critical challenges.
Its clients include companies, corporate boards, law firms,
investment banks, private equity firms, and others. Founded in
1981, AlixPartners is headquartered in New York, and has offices in
more than 20 cities around the world.
[^] BOOK REVIEW: GROUNDED: Destruction of Eastern Airlines
----------------------------------------------------------
Grounded: Frank Lorenzo and the Destruction of Eastern Airlines
Author: Aaron Bernstein
Publisher: Beard Books
Softcover: 272 Pages
List Price: $34.95
Order a copy today at
http://www.beardbooks.com/beardbooks/grounded.html
Barbara Walters once referred to Frank Lorenzo as "the most hated
man in America." Since 1990, when this work was first published and
Eastern Airlines' troubles were front-page news, there have been
many worthy contenders for the title. Nonetheless, readers
sensitive to labor-management concerns, particularly in the context
of corporate restructurings, will find in this book much to support
Barbara Walters' characterization.
To recap: For a few brief and discordant years, Frank Lorenzo was
boss of the biggest airline conglomerate in the free world
(Aeroflot was larger), combining Eastern, Continental, Frontier,
and People Express into Texas Air Corporation, financing his empire
with junk bonds. TAC ultimately comprised a fleet of 451 planes and
50,000 employees, with revenues of $7 billion.
But Lorenzo was lousy on people issues, famously saying, "I'm not
paid to be a candy ass." The mid-1980s were a bad time to take that
approach. Those were the years when the so-called Japanese model of
management, which emphasized cooperation between management and
labor, was creating a stir. The Lorenzo model was old school: If
the unions give you any trouble, break 'em.
That strategy had worked for him at Continental, where he'd filed
Chapter 11 despite the airline's $60 million in cash reserves, in
order to exploit a provision in Bankruptcy Code allowing him to
abrogate his contracts with the unions. But Congress plugged that
loophole by the time Lorenzo went to the mat with Charles Bryan, I
AM chapter president. Lorenzo might have succeeded in breaking the
machinists alone, but when flight attendants and pilots honored the
picket lines, he should have known it was time to deal. He didn't.
Instead he tried again for a strategic advantage through the
bankruptcy courts, by filing Chapter 11 in the Southern District of
New York where bankruptcy judges were believed to be more favorably
disposed toward management than in Miami where Eastern was
headquartered. Eastern had to hide behind the skirts of its
subsidiary, Ionosphere Clubs, Inc., a New York corporation, in
order to get into SDNY. Six minutes later, Eastern itself filed in
the same court as a related proceeding.
The case was assigned to Judge Burton Lifland, whom Eastern's
bankruptcy lawyer, Harvey Miller, knew well, but Lorenzo was
mistaken if he believed that serendipitous lottery assignment would
be his salvation. Judge Lifland a year later declared Lorenzo unfit
to run the airline and appointed Martin Shugrue as trustee.
Most hated man or not, one wonders whether the debacle was all
Lorenzo's fault. Eastern's unions, in particular the notoriously
militant machinists, were perpetual malcontents, and Charlie Bryan
was an anti-management zealot, to the point of exasperating even
other IAM officers.
The book provides a detailed account of the three-and-a-half-year
period between Lorenzo's acquisition of Eastern in the autumn of
1986 and Judge Lifland's appointment of the trustee in April 1990.
It includes the history of Eastern's pre-Lorenzo management, from
World War I flying ace Eddie Rickenbacker to astronaut Frank
Borman.
Aaron Bernstein won numerous awards during his 20-year career as a
professional journalist. He is an associated editor for Business
Week.
Aaron Bernstein is the editor of Global Proxy Watch, a corporate
governance newsletter for institutional investors. He is also a
non-resident Senior Research Fellow at the Pensions and Capital
Stewardship Project at Harvard Law School. He left BusinessWeek
magazine in 2006 after a 23-year career as an editor and senior
writer covering workplace and social issues.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
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are not intended to reflect actual trades. Prices for actual
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Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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Each Friday's edition of the TCR includes a review about a book of
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then-ending.
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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
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Copyright 2019. All rights reserved. ISSN: 1520-9474.
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