/raid1/www/Hosts/bankrupt/TCR_Public/190320.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, March 20, 2019, Vol. 23, No. 78
Headlines
481 VIA HIDALGO: Case Summary & 3 Unsecured Creditors
90 WEST STREET: Proposes April 14 Sale Closing in New Plan
ABACO ENERGY: S&P Lowers Rating to CCC+, Outlook Neg.
ACHAOGEN INC: State Street Has 1.2% Stake as of Dec. 31
ADAMIS PHARMACEUTICALS: First Manhattan Reports 7.2% Stake
ADAMIS PHARMACEUTICALS: Incurs $39 Million Net Loss in 2018
ADVANTAGE TENNIS: Disclosures OK'd; April 18 Plan Hearing Set
AEGEAN MARINE: Exclusive Plan Filing Period Extended Until May 6
ARIZONA SOUTHWEST: April 24 Hearing on Disclosure Statement
ARSENAL ENERGY: Case Summary & 16 Unsecured Creditors
ARTESYN EMBEDDED: S&P Lowers ICR to 'CCC', Outlook Negative
ASCENA RETAIL: Moody's Lowers CFR to B1, Outlook Stable
AUTO MASTER: Unsecured Creditors Payments to Start April 2019
BAILEY'S EXPRESS: Plan Admin's $5K Sale of Remnant Assets Approved
BALL CORP: Fitch Affirms 'BB+' LongTerm Issuer Default Rating
BIOSCRIP INC: Gabelli Funds Has 5.19% Stake as of March 12
BIOSCRIP INC: Reports $62.9 Million Net Loss for 2018
BIOSCRIP INC: To Merge with Infusion Therapy Provider Option Care
BIOSCRIP: BlackRock Has 7.6% Stake as of Dec. 31
BOB BONDURANT: Seeks to Extend Exclusivity Period to May 31
BOEAU BELLE: Case Summary & 20 Largest Unsecured Creditors
BRONCS INC: Case Summary & 20 Largest Unsecured Creditors
BSC HOLDINGS CORP: Trustee's Auction of Personal Property Approved
BUCK SPRINGS: Music Mountain Objects to Disclosure Statement
BUZZARD GUARD: Case Summary & 2 Unsecured Creditors
CADIZ INC: Granted Option to Extend Notes Maturity Until 2021
CADIZ INC: Incurs $26.3 Million Net Loss in 2018
CADIZ INC: LC Capital et al. Have 21.8% Stake as of Feb. 4
CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
CALIFORNIA RESOURCES: BlackRock Has 6.7% Stake as of Dec. 31
CAMP HARMONY: Case Summary & 20 Largest Unsecured Creditors
CECIWONG INC: May 9 Plan Confirmation Hearing
CHERRY BROS: Case Summary & 20 Largest Unsecured Creditors
CIFC LLC: S&P Raises Issuer Credit Rating to 'BB', Outlook Stable
CITIBANK NA: Sponheim Sues over Forex Fees for Online Purchases
CONTINENTAL RESOURCES: Moody's Raises CFR to Ba1
COWBOYS FAR WEST: $7.6M Sale of San Antonio Property Approved
DAVID M. SEMAS: Sale of Two Vehicles for $61K Approved
DELTA DUCK: Discloses Amended Sale Motion in New Plan
DR. TIMOTHY W. GALLAGHER: Seeks Authority to Use Cash Collateral
DYNASTY HOLDINGS: $160K Sale of Las Vegas Property to Miller Okayed
EASTMAN KODAK: Delays Filing of 2018 Annual Report
EDWARD ASSOCIATES: Premier Bank Objects to Disclosure Statement
ELANAR CONSTRUCTION: Allowed to Continue Using Cash Until April 22
EMERALD ISLES: April 18 Evidentiary Hearing on Plan Outline Set
EMPRESAS BENITEZ: Unsecureds' Recovery Increased to 5.42%
EP ENERGY: Incurs $1.32 Billion Net Loss in 2018
EXCO RESOURCES: Amended Plan Incorporates D&O Settlement
EXECUTIVE NON-EMERGENCY: April 10 Plan Outline Evidentiary Hearing
FIRSTENERGY SOLUTIONS: Mansfield Indemnity Claimants to Get 23.7%
FLEXOGENIX GROUP: Case Summary & 20 Largest Unsecured Creditors
FLOYD E. SQUIRES: Examiner's $200K Sale of Eureka Property Approved
FOLTS HOME: Files Joint Chapter 11 Plans of Liquidation
FREEDOM MORTGAGE: Moody's Rates Sr. Unsecured Notes 'B2'
FUBER LLC: Case Summary & 20 Largest Unsecured Creditors
GLENWOOD PROPERTY: April 3 Auction of Brooklyn Property Set
GNC HOLDINGS: BlackRock Has 7.3% Stake as of Dec. 31
GNC HOLDINGS: FMR LLC Owns 9.39% of Class A Shares as of Dec. 31
GRIFFITH FARMS: Case Summary & 7 Unsecured Creditors
HARAS SANTA: Plan Outline OK'd; May 8 Plan Confirmation Hearing Set
HELIOS AND MATHESON: Delays Filing of 2018 Annual Report
HOOK AND BOIL: LDoR to Get $1,100 Per Month for 60 Months
ICONIX BRAND: Files Amended Certificate of Incorporation
INFOGROUP INC: Moody's Cuts CFR to B3 on Weak Operating Performance
INPIXON: Hudson Bay Capital Files Schedule 13G with the SEC
IPS WORLDWIDE: Panel Hires Winderweedle Haines as Local Counsel
JAGUAR HEALTH: Amends Preferred Stock Certificate of Designation
JAGUAR HEALTH: Sagard Capital Has 48.9% Stake as of March 14
JERRY BATTEH: $85K Sale of Jacksonville Rental Property Approved
LAT REALTY: NBT Bank Objects to Disclosure Statement
LBI MEDIA: Treatment of Unsecured Creditors Modified in New Plan
LDE HOLDINGS: Given Until May 15 to File Reorganization Plan
LOVEJOY'S FAMILY: Has Until July 30 to Solicit Plan Acceptances
LUBY'S INC: Hodges Capital Has 5.9% Stake as of Dec. 31
LUNA DEVELOPMENTS: Receiver Taps GlassRatner Capital as Accountant
MAC CHURCHILL: Files Chapter 11 Plan of Liquidation
MAJOR EVENTS: Amends Treatment of Select Holdings' Secured Claim
MANHATTAN JEEP: MJCD Unsecureds to Get 20-40% Under New Plan
MARQUE MOTOR: Creditors to Receive 100% Under Proposed Plan
MARRONE BIO: Amends Bylaws to Modify Director Election Method
MARRONE BIO: Delays Filing of 2018 Annual Report
MARVIN B. NGWAFON: Sandy Spring Bank Prohibits Cash Collateral Use
MATTHEW KNOWLES: $1.1M Sale of Properties to Grajales Okayed
MAX ENTERPRISES: Seeks to Hire Chung & Press as Counsel
MAX ENTERPRISES: Seeks to Hire Grafton Firm as Counsel
MCMAHAN-CLEMIS INSTITUTE: 9th Interim Cash Collateral Order Entered
MIAMI BEVERLY: To Object to General Unsecured Claims
MICHAEL HANCOCK: UST's Response to Petal Property Sale Resolved
NCR CORP: Moody's Lowers CFR to B1; Outlook Stable
NEW ENGLAND MOTOR: Hires WithumSmith Brown as Accountant
NORTHBELT LLC: Judge Okays Agreed Cash Collateral Final Order
NORTHERN OIL: Posts $143.7 Million Net Income in 2018
OMEROS CORP: BlackRock Has 8.1% Stake as of Dec. 31
OUTLOOK THERAPEUTICS: Effecting 1-for-8 Reverse Stock Split
PHI INC: Moody's Lowers PDR to D-PD Amid Bankruptcy Filing
PLASTIC POWERDRIVE: $300K Sale of Machinery & Equipment Approved
PRECIPIO INC: Files 15 Million Shares Registration Statement
PREMIERE ORTHO-PEDO: Sandy Bank Prohibits Cash Collateral Use
PRESCRIPTION ADVISORY: May Obtain $50K Loan, Use Cash on Interim
QUINCY ST III: Plan Modifies Treatment of Unsecured Claims
RCJM INC: Taps Baumeister Denz as Legal Counsel
RED FORK (USA): Files Chapter 11 Joint Plan of Liquidation
SAMHA FOODS: Case Summary & 20 Largest Unsecured Creditors
SHIRLEY FOOSE MCCLURE: Trustee's $431K Sale of Maui Property Okayed
SKYPATROL LLC: Seeks More Time to File Bankruptcy Plan
SOAS LLC: Case Summary & 20 Largest Unsecured Creditors
SPN IP: Case Summary & 3 Unsecured Creditors
SPYBAR MANAGEMENT: First Interim Cash Collateral Order Entered
STEPHANIE CALLA: $2.2 Million Sale of New York Property Approved
SUMMIT FINANCIAL: Committee Plan Proposes Loan Portfolio Collection
SUPPLY PRO SORBENTS: Allowed to Use Cash Collateral Until March 28
TAG MOBILE: Trustee's Rosen Auction of Personal Property Approved
TECHNOLOGY SOLUTIONS: May 7 Plan Confirmation Hearing
TENDERCARE PRESCHOOL: Case Summary & Unsecured Creditor
THEAG NORTH: Case Summary & 20 Largest Unsecured Creditors
TLG CAPITAL: Has Until April 18 to Solicit Plan Votes
TRIDENT HOLDING: Committee Hires Kilpatrick Townsend as Attorney
TRIDENT HOLDING: Committee Taps AlixPartners as Financial Advisor
TWO BROTHERS: Voluntary Chapter 11 Case Summary
UNITI GROUP: Reports $7.98 Million Net Income for 2018
VAN'S LAUNDROMATS: Unsecureds to Get Payment From Sale of Assets
VIDEOLOGY INC: Exclusive Filing Period Extended Until June 4
VISTA RIDGE: Seeks to Hire Stinson Leonard as Counsel
WILLOWOOD USA: Hires Morris James as Special Counsel
WOODBURY OUTFITTERS: Case Summary & 20 Largest Unsecured Creditors
ZIER PROPERTIES: Seeks to Hire David S. Smith as Attorney
*********
481 VIA HIDALGO: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: 481 Via Hidalgo LP (Converted from 481 Via Hidalgo, LLC)
P.O. Box 411
Belvedere Tiburon, CA 94920
Business Description: 481 Via Hidalgo filed as a Domestic in the
State of California on Dec. 30, 2010,
according to public records filed with
California Secretary of State.
Chapter 11 Petition Date: March 15, 2019
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Case No.: 19-30287
Judge: Hon. Hannah L. Blumenstiel
Debtor's Counsel: Michael C. Fallon, Esq.
LAW OFFICES OF MICHAEL C. FALLON
100 E St. #219
Santa Rosa, CA 95404
Tel: (707) 546-6770
E-mail: mcfallon@fallonlaw.net
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chris Henry, Bon Air Management, LLC
general partner.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb19-30287.pdf
List of Debtor's Three Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bon Air Managment LLC Management Fees $479,256
PO Box 411
Belvedere Tiburon,
CA 94920
Chris Henry Loan $750,000
PO Box 411
Belvedere Tiburon,
CA 94920
City Carpet Carpet Installation $8,000
555 Francisco Blvd
San Rafael, CA 94901
90 WEST STREET: Proposes April 14 Sale Closing in New Plan
----------------------------------------------------------
90 West Street LLC proposes a further amended Chapter 11 plan of
reorganization, which proposes an April 14, 2019 closing of the
sale of its real property.
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.
As announced at the Auction, the Brach family bid included a cash
payment of $20 million to Oxford for the Debtor's assets and the
assets of non-debtor affiliates Woodbriar Health Center LLC, 7
Loring Hills Avenue LLC, and Grosvenor Park Health Center LLC, 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, of
wshich $12,000,000 was allocated to the assets of the Debtor.
The new Plan will be implemented and funded by Oxford. All monies
necessary to fully consummate the Plan shall be paid by Oxford at
the closing of the sale of the Property, which shall be on April
14, 2019 or as soon thereafter as is practicable.
In consideration for Oxford's credit bid and the funding of all
obligations associated therein, the Debtor will transfer the
Property to Oxford or its designee, PCG Monarch LLC, on the closing
of the sale of the Property, which will be on April 14, 2019 or as
soon thereafter as is practicable simultaneously with full and
complete payment of all obligations due hereunder.
Class 1 - Secured First Mortgage Claim of Oxford Finance LLC are
impaired. Class 1 is comprised of the secured first mortgage claim
of Oxford. Oxford shall receive the proceeds of the sale of the
Debtor's assets.
Class 3 - General Unsecured Claim are not impaired. Class 3 is
comprised of the Allowed Claims of General Unsecured Creditors, if
any. Oxford shall pay all allowed General Unsecured Claims in full
at the closing of the sale of the Property, although to date no
such claims have been filed or scheduled.
A full-text copy of the Amended Disclosure Statement dated March
13, 2019, is available at https://tinyurl.com/y6cguw89 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.
ABACO ENERGY: S&P Lowers Rating to CCC+, Outlook Neg.
-----------------------------------------------------
S&P Global Ratings lowered its rating on Abaco Energy Technologies
LLC to 'CCC+' from 'B-'. The outlook is negative. In addition, S&P
lowered the issue-level rating to 'CCC+' from 'B-'; the recovery
rating on this debt remains '3'.
The negative outlook reflects Abaco's weakening liquidity profile
with its upcoming credit facility maturity in 2019 (currently
undrawn) and term loan in November 2020 and our view that market
conditions may make refinancing difficult. The company will face
liquidity constraints if it is unable to refinance or demonstrate a
capacity to retire this debt with alternate sources of capital
within the year. Moreover, as the exploration and production (E&P)
industry cuts 2019 capital expenditure budgets and rig count S&P
anticipates a modest decline in demand for new stators and rotors.
Still, S&P expects the company to generate modest free cash flow
and leverage to remain at recent historical levels.
The negative outlook reflects S&P's expectation that Abaco could
face difficult refinancing conditions to address its 2019 revolving
facility and November 2020 term loan maturity. However, with
historical metrics including debt to EBITDA below 3x, funds from
operations (FFO) to debt above 30%, and modest free cash flow.
"We could lower the rating on Abaco if the company were unable to
meet its ongoing internal financing needs after potentially losing
access to its revolving credit facility. We could also lower the
rating if it seemed likely the company was having difficulty
refinancing its 2020 term loan," S&P said.
"We could revise the rating back to stable or potentially raise the
rating if the company successfully refinances its 2020 maturity
while improving liquidity measures including extending the
company's revolving credit facility," S&P said.
ACHAOGEN INC: State Street Has 1.2% 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 574,119 shares of common stock of Achaogen, Inc.,
which represents 1.2 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/gM6ZZc
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.
ADAMIS PHARMACEUTICALS: First Manhattan Reports 7.2% Stake
----------------------------------------------------------
First Manhattan Co. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission on Feb. 8, 2019, that it
beneficially owns 3,419,269 shares of common stock of Adamis
Pharmaceuticals Corp, which represents 7.23 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/9lDpHe
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation
(OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a
specialty biopharmaceutical company primarily focused on developing
and commercializing products in various therapeutic areas,
including respiratory disease and allergy. The company's Symjepi
(epinephrine) Injections 0.3mg and 0.15mg were approved for use in
the emergency treatment of acute allergic reactions, including
anaphylaxis. Adamis recently announced a distribution and
commercialization agreement with Sandoz, a division of Novartis
Group, to market Symjepi in the U.S. Adamis is developing a
sublingual tadalafil product candidate as well as additional
product candidates, using its approved injection device, and a
metered dose inhaler and dry powder inhaler devices. The company's
subsidiary, U.S. Compounding, Inc., compounds sterile prescription
drugs, and certain nonsterile drugs for human and veterinary use,
to patients, physician clinics, hospitals, surgery centers and
other clients throughout most of the United States.
Adamis incurred a net loss of $39 million in 2018, following a net
lsos of $25.53 million in 2017. As of Dec. 31, 2018, the Company
had $58.35 million in total assets, $11.66 million in total
liabilities, and $46.69 million in total stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2007, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018. The auditors noted that the Company has
incurred recurring losses from operations, and is dependent on
additional financing to fund operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
ADAMIS PHARMACEUTICALS: Incurs $39 Million Net Loss in 2018
-----------------------------------------------------------
Adamis Pharmaceuticals Corporation has filed with the Securities
and Exchange Commission its Annual Report on Form 10-K reporting a
net loss of $39 million on $15.08 million of net revenue for the
year ended Dec. 31, 2018, compared to a net loss of $25.53 million
on $13.07 million of net revenue for the year ended Dec. 31, 2017.
As of Dec. 31, 2018, Adamis had $58.35 million in total assets,
$11.66 million in total liabilities, and $46.69 million in total
stockholders' equity.
Since the Company's inception, June 6, 2006, and through Dec. 31,
2018, the Company has an accumulated deficit of approximately
$153.0 million. Since inception and through Dec. 31, 2018, the
Company has financed its operations principally through debt
financing and through public and private issuances of common stock
and preferred stock. Since inception, the Company has raised a
total of approximately $175.1 million in debt and equity financing
transactions, consisting of approximately $23.5 million in debt
financing and approximately $151.6 million in equity financing
transactions. The Company said it may need significant additional
funding during 2019 to satisfy its obligations and fund the future
expenditures that it believes will be required to support
commercialization of its products and conduct the clinical and
regulatory work to develop its product candidates. The Company may
finance future cash needs primarily through proceeds from equity or
debt financings, loans, share of profits anticipated to be received
from Sandoz relating to sales in the U.S. of its Symjepi product,
sales of assets, out-licensing transactions, and/or collaborative
agreements with corporate partners, and from revenues from its sale
of compounded pharmacy formulations. The Company has used the net
proceeds from debt and equity financings for general corporate
purposes, which have included funding for research and development,
selling, general and administrative expenses, working capital,
reducing indebtedness, pursuing and completing acquisitions or
investments in other businesses, products or technologies, and for
capital expenditures. Assuming adequate funding, the Company
anticipates that it may make capital expenditures during 2019 of at
least approximately $1.9 million to $2.5 million including, without
limitation, expenditures relating to a new USC facility and the
construction of manufacturing assembly lines for its Symjepi
(epinephrine) Injection 0.3mg and 0.15mg products and naloxone
(APC-6000) product candidate.
Net cash used in operating activities from continuing operations
for the years ended Dec. 31, 2018 and 2017 were approximately $32.7
million and $15.1 million, respectively. Net cash used in
operating activities increased primarily due to the increase in
operating expenses, accounts receivable, inventories and
prepayments as compared to 2017.
Net cash used in investing activities was approximately $3,535,000
and $2,088,000 for years ended Dec. 31, 2018 and 2017,
respectively. The net cash used in investing activities increased
primarily due to the purchase of additional equipment.
Net cash provided by financing activities was approximately $37.1
million and $30.5 million for the years ended Dec. 31, 2018 and
2017, respectively. Net cash flows provided by financing
activities increased for the period ended Dec. 31, 2018 due to the
issuance of common stock generating net proceeds of approximately
$37.6 million, partially offset by the payment of loans of
approximately $0.5 million; in 2017, capital raised from issuance
of common stock and warrant exercises totaled approximately $32.8
million and payment of bank loans amounted to approximately $2.3
million.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2007, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended Dec.
31, 2018, noting that the Company has incurred recurring losses
from operations, and is dependent on additional financing to fund
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/VY73Mt
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation
(OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a
specialty biopharmaceutical company primarily focused on developing
and commercializing products in various therapeutic areas,
including respiratory disease and allergy. The company's Symjepi
(epinephrine) Injections 0.3mg and 0.15mg were approved for use in
the emergency treatment of acute allergic reactions, including
anaphylaxis. Adamis recently announced a distribution and
commercialization agreement with Sandoz, a division of Novartis
Group, to market Symjepi in the U.S. Adamis is developing a
sublingual tadalafil product candidate as well as additional
product candidates, using its approved injection device, and a
metered dose inhaler and dry powder inhaler devices. The company's
subsidiary, U.S. Compounding, Inc., compounds sterile prescription
drugs, and certain nonsterile drugs for human and veterinary use,
to patients, physician clinics, hospitals, surgery centers and
other clients throughout most of the United States.
ADVANTAGE TENNIS: Disclosures OK'd; April 18 Plan Hearing Set
-------------------------------------------------------------
Bankruptcy Judge Kathryn C. Ferguson issued an order approving
Advantage Tennis LLC's disclosure statement referring to a chapter
11 plan dated March 11, 2019.
Written acceptances, rejections or objections to the plan must be
filed seven days before the hearing on confirmation of the plan.
April 18, 2019 at 2:00 p.m. is fixed as the date and time for the
hearing on confirmation of the plan.
A full-text copy of the First Modified Disclosure Statement is
available at https://tinyurl.com/y4hclo6t from PacerMonitor.com at
no charge.
About Advantage Tennis
Advantage Tennis LLC has a leasehold interest in a tennis facility
located at 99 Clarksville Road, Princeton, New Jersey valued by the
company at $1.9 million.
Advantage Tennis LLC, based in Cranbury, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-30214) on Oct. 10, 2018. In
the petition signed by Frank Marckioni, member, the Debtor
disclosed $1,935,355 in assets and $2,028,451 in liabilities.
David L. Bruck, Esq., at Greenbaum Rowe Smith & Davis LLP, serves
as bankruptcy counsel.
AEGEAN MARINE: Exclusive Plan Filing Period Extended Until May 6
----------------------------------------------------------------
Judge Michael Wiles of the U.S. Bankruptcy Court for the Southern
District of New York extended the period during which Aegean Marine
Petroleum Network Inc. and its affiliated debtors have the
exclusive right to file a Chapter 11 plan through May 6, and to
solicit acceptances for the plan through July 5.
About Aegean Marine Petroleum Network
Aegean Marine Petroleum Network Inc. -- http://www.ampni.com/-- is
an international marine fuel logistics company that markets and
physically supplies refined marine fuel and lubricants to ships in
port and at sea. The Company procures product from various sources
(such as refineries, oil producers, and traders) and resells it to
a diverse group of customers across all major commercial shipping
sectors and leading cruise lines. Currently, Aegean has a global
presence in more than 30 markets and a team of professionals ready
to serve its customers wherever they are around the globe.
Aegean Marine Petroleum Network Inc., et al., sought bankruptcy
protection on Nov. 6, 2018 (Bankr. D. Del. Lead Case No. Case No.
18-13374). The jointly administered cases are pending before Judge
Hon. Michael E. Wiles.
In the petition signed by Spyridon Fokas, general counsel and
secretary, Aegean Marine estimated assets of $1 billion to $10
billion and total liabilities of $500 million to $1 billion.
The Debtors tapped Kirkland & Ellis International LLP as general
counsel; Moelis & Company as Financial Advisor; Ernst & Young LLP,
as restructuring advisor; Epiq Bankruptcy Solutions, LLC, as claims
agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Nov. 15, 2018. The committee tapped Akin
Gump Strauss Hauer & Feld LLP as its legal counsel.
ARIZONA SOUTHWEST: April 24 Hearing on Disclosure Statement
-----------------------------------------------------------
The Court will consider the approval of the Disclosure Statement at
a hearing on April 24, 2019, at 1:30 p.m. The Disclosure Statement
Hearing will be held in Courtroom No. 1, at the John M. Roll U.S.
Courthouse, 98 W. 1st Street, Yuma, AZ 85364.
The objection must be filed by April 17, 2019.
The Debtor operates a successful local security service based in
Yuma, Arizona. The Debtor's operations include commercial,
residential, and industrial patrol; parking and traffic control;
and special event services.
Class 1 consists of all Allowed Unsecured Claims that are not
entitled to classification in any other Class of Claims and any and
all deficiency Claims. The current General Unsecured Claims total
approximately $32,106.94. Holders of Allowed Class 1 claims will be
paid their pro rata share of $9,000. The Debtor will make five
equal annual payments to the holders Class 1 Claims beginning on
the Initial Payment Date. Upon receipt of any such funds, the
Debtors will also distribute the net proceeds of any of the
Estate's avoided and recovered transfers after paying all
attorneys' fees and costs incurred in pursuing such avoidance and
recovery. Class 1 Claims will accrue no interest. If a Class 1
Claim is not an Allowed Claim prior to the Initial Payment Date,
the holder of the Class 1 Claim will not receive payment until its
Claim is allowed. Class 1 is Impaired.
The Debtor will continue with its operations. The Debtor will fund
the Plan with its post-confirmation revenue. To aid in the review
of the Plan, the Debtor has created a projected monthly budget that
displays Debtor's ability to pay its expenses and to make payments
due under the Plan.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y4hkadwy from Pacermonitor.com at no charge.
Arizona Southwest Patrol, LLC filed for chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 18-14462) on Nov. 28, 2018,
and is represented by Thomas Allen, Esq. of Allen Barnes & Jones,
PLC.
ARSENAL ENERGY: Case Summary & 16 Unsecured Creditors
-----------------------------------------------------
Debtor: Arsenal Energy Holdings LLC
aka Mountaineer Energy Holdings, LLC
6031 Wallace Road Ext., Suite 300
Wexford, PA 15090
Business Description: Arsenal Energy is a holding company in a
corporate enterprise that is engaged in the
acquisition and development of natural gas
resources in the Appalachian Basin. The
Company's operations were formed and began
in 2011 through initial equity investments
from First Reserve Corporation and members
of the Company's management team. The
Company operates 77 horizontal wells for the
acquisition and development of natural gas.
Chapter 11 Petition Date: February 4, 2019
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Case No.: 19-10226
Debtors'
General
Bankruptcy
Counsel: Nicholas Baker, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
Tel: 212-455-2000
Fax: 212-455-2502
Email: nbaker@stblaw.com
- and -
Elisha D. Graff, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
Tel: 212-455-2000
Fax: 212-455-2502
Email: egraff@stblaw.com
- and -
Kathrine A. McLendon, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
Tel: 212-455-2000
Fax: 212-455-2502
Email: kmclendon@stblaw.com
- and -
William Thomas Russell, Jr., Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
Tel: 212-455-2000
Email: wrussell@stblaw.com
- and -
Michael H. Torkin, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
Tel: 212-455-2000
Fax: 212-455-2502
Email: michael.torkin@stblaw.com
Debtor's
Delaware
Bankruptcy
Counsel: Kara Hammond Coyle, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Email: kcoyle@ycst.com
- and -
Ashley E. Jacobs, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Email: ajacobs@ycst.com
- and -
Pauline K. Morgan, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Fax: 302-571-1253
Email: pmorgan@ycst.com
Debtor's
Financial
Advisor: BARCLAYS CAPITAL INC.
Debtor's
Claims &
Noticing
Agent and
Administrative
Advisor: PRIME CLERK LLC
830 3rd Avenue, 3rd Floor
New York, NY 10022
https://cases.primeclerk.com/AEH/
Judge: Hon. Brendan Linehan Shannon
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $500 million to $1 billion
The petition was signed by Jonathan D. Farmer, chief executive
officer.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/deb19-10226.pdf
List of Debtor's 16 Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Annex MK Holdings III LLC Unsecured $181,325,503
c/o First Reserve Upstead Notes
Advisors, L.L.C.
600 Travis Street, Suite 6000
Houston, TX 77002
Attn: Juan Diego Vargas, Director
Tel: (823) 667-7388
Fax: (832) 667-9538
Email: jvargas@firstreserve.com
2. Special Frontiers 10 G.P. Unsecured $177,319,930
c/o MEC Advisory Limited Notes
26/F, 100 Queen's Road Central
Hong Kong
Attn: Rane Han, Head of Operation
Tel: (852) 3952-3709
Fax: (852) 3460-5165
Email: Investment_OG@ccgrf.com
3. FR Mountaineer Keystone Unsecured $141,855,944
Holdings LLC Notes
c/o First Reserve Corporation
One Lafayette Place
Greenwich, CT 06830
Attn: Juan Diego Vargas, Director
Tel: (823) 667-7388
Fax: (832) 667-9538
Email: jvargas@firstreserve.com
4. The Northwestern Mutual Life Unsecured $73,827,153
Insurance Company Notes
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attn: Investment Operations
Tel: (414) 665-1679
Fax: (414) 665-7124
Email: payments@northwestemmutual.com
5. PEC Marcus On-Holdings, LLC Unsecured $53,782,718
200 West Street, 38th Floor Notes
New York, New York 10282
Attn: Kevin Spark, Vice President
Tel: (212) 357-0791
Fax: (212) 493-1892
Email: peg-reporting@gs.com
6. Mercuria Eastern US Unsecured $53,195,979
Holdings, LLC Notes
20 E. Greenway Plaza, Suite 650
Houston, TX 77046
Attn: Brian Falik and Legal
Tel: 203-413-3370
Fax: 203-422-6633
Email: brianfalik@mercuria.com
7. Red Alpine LLC Unsecured $44,329,983
635 Knight Way Notes
Stanford, CA 94305
Attn: Thomas Lurquin
Tel: (650) 721-2200
Fax: (650) 721-2402
Email: tlurquin@stanford.edu;
nr-mb@smc.stanford.edu
8. PEC Marcus Off-Holdings, LLC Unsecured $40,581,354
200 West Street, 38th Floor Notes
New York, New York 10282
Attn: Kevin Spark, Vice President
Tel: (212) 357-0791
Fax: (212) 493-1892
Email: peg-reporting@gs.com
9. Shanghai Oil Loong Investment Unsecured $35,463,986
Management Co., Ltd. Notes
Room 306, Zhongchen Building Lize
Zhong Er Road, Chaoyang
Beijing, China 100102
Attn: Li Bo, Timothy Luo, and Liu Xiao
Tel: (86) 10-64392289
Fax: (86) 10-64398939
Email: bo.li@geojade.co,
timothy.luo.us@gmail.com,
lx@sino-science.net
10. MK Note Co-Invest Holdings LLC Unsecured $33,712,352
c/o First Reserve Upstead Advisors, Notes
L.L.C.
600 Travis Street, Suite 6000
Houston, TX 77002
Attn: Juan Diego Vargas, Director
Tel: (823) 667-7388
Fax: (832) 667-9538
Email: jvargas@firstreserve.com
11. Arthur Taubman Trust DTD 7-13- Unsecured $8,865,997
1964 FBO Nicholas F. Taubman Notes
c/o First Premier Bank, Trustee
6010 S. Minnesota Avenue, Suite 208
Sioux Falls, SD 57101
with a copy to:
Moss & Rocovich, P.C.
4415 Electric Road
Roanoke, VA 24018
Attn: Ann Marie Feiock
Tel: 605-371-2848
Fax: 605-357-3182
Email: afeiock@firstpremier.com
Attn: Dennis A. Barbour, Esq.
Phone: 540-774-8800 ext. 4219
Fax: 540-774-8808
Email: dbarbour@mossandrocovich.com
12. The Northwestern Mutual Life Unsecured $8,865,997
Insurance Company for Its Group Notes
Annuity Separate Account
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attn: Investment Operations
Tel: (414) 665-1679
Fax: (414) 665-7124
Email: payments@northwestemmutual.com
13. Mozart Properties Five Unsecured $8,865,997
Blue Hills, LLC Notes
2965 Colonnade Drive, Suite 300
Roanoke, VA 24018
with a copy to:
Moss & Rocovich, P.C.
4415 Electric Road
Roanoke, VA 24018
Attn: Gil Coblentz
Phone: 540-777-4506
Fax: 540-777-4504
Email: gcoblentz@mozartinvestments.com
Attn: Dennis A. Barbour, Esq.
Phone: 540-774-8800 ext. 4219
Fax: 540-774-8808
Email: dbarbour@mossandrocovich.com
14. Northwestern Mutual Capital Unsecured $5,966,816
Strategic Equity Fund III, LP Notes
720 East Wisconsin Avenue
Milwaukee, WI 53202
with a copy to:
State Street Fund Services (U.S.) LLC
250 West 57th Street, Suite 1205
New York, NY 10107
Attn: Andrew T. Berlinski,
Finance Director
Phone: (414) 665-1679
Fax: (414) 665-7124
Email: andyberlinski@northwesternmutual.com
Attn: Laura Goffinet
Phone: (212) 710-8742
Fax:: (212) 796-8875
Email: nmc@ais.statestreet.com
15. PEC Marcus Off-Holdings II, LLC Unsecured $3,161,889
200 West Street, 38th Floor Notes
New York, New York 10282
Attn: Kevin Spark, Vice President
Tel: (212) 357-0791
Fax: (212) 493-1892
Email: peg-reporting@gs.com
16. Donnelley Financial, LLC Professional $180
35 West Wacker Drive Services
Chicago, IL 60601
Attn: John Waldron
Tel: (212) 207-9730
Fax: (212) 207-9974
Email: john.p.waldron@dfinsolutions.com
ARTESYN EMBEDDED: S&P Lowers ICR to 'CCC', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Artesyn
Embedded Technologies Inc. to 'CCC' from 'B-', believing the
company's capital structure is unsustainable and that there is
meaningful risk of a distressed exchange or other restructuring
actions over the next 12 months.
In addition, S&P lowered its issue-level rating on the firm's
senior secured notes to 'CCC' from 'B-'.
Artesyn has reported negative operating cash flow for five of the
last six quarters. The company's reported cash balance also
declined to approximately $12 million from about $33 million
a year ago.
S&P expressed belief that Artesyn's weak operating performance and
declining cash balance present a material risk that the firm may
not be able to refinance its $115 million asset-based lending (ABL)
revolver due in April 2020 or its senior secured notes due in
October 2020.
"The downgrade reflects our view of the risk that Artesyn will not
be able to refinance its 2020 debt maturities in a timely manner
and at favorable terms, and that there is a substantial possibility
of a distressed exchange or other restructuring activity over the
next 12 months. Artesyn has exhibited persistently negative free
cash flow and has increased its usage of its ABL facility over the
past year in spite of positive top-line performance," S&P said. S&P
believes that visibility into the firm's financial health over the
next year is limited, given that the ABL will mature in April 2020
unless the secured notes are previously refinanced.
"The negative outlook reflects our view that Artesyn's capital
structure is unsustainable due to persistently negative free cash
flow, deteriorating liquidity, and the upcoming maturities for its
ABL revolver due in April 2020 and senior secured notes due in
October 2020. As a result, we believe Artesyn is subject to
increased risk of a restructuring in the next 12 months under terms
that we would consider distressed," S&P said.
S&P could lower the rating if it becomes clear that Artesyn cannot
refinance its 2020 debt maturities, increasing the risk that the
company may pursue what S&P would consider a distressed exchange.
"We could raise the rating if Artesyn successfully refinances its
ABL revolver and senior secured notes, or improves its liquidity
position through an equity investment or maturity extension," S&P
said.
ASCENA RETAIL: Moody's Lowers CFR to B1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded Ascena Retail Group, Inc.'s
Corporate Family Rating (CFR) to B1 from Ba3, Probability of
Default Rating (PDR) to B1-PD from Ba3-PD and senior secured term
loan rating to B1 from Ba3. The Speculative Grade Liquidity Rating
was affirmed at SGL-2. The outlook is stable.
The downgrade reflects Ascena's ongoing execution challenges and
margin pressure. While the company's forecast for a significant
EBITDA decline in Q3 FY 2019 is to a large extent driven by
temporary factors affecting the broader sector, Moody's expects
company-specific weakness to continue, mainly in the Value and Plus
segments.
Moody's took these rating actions for Ascena Retail Group, Inc.:
-- Corporate Family Rating, downgraded to B1 from Ba3
-- Probability of Default Rating, downgraded to B1-PD from Ba3-PD
-- Speculative Grade Liquidity Rating, affirmed SGL-2
-- $1.8 billion ($1.372 billion outstanding) senior secured first
lien term loan B due 2022, downgraded to B1 (LGD3) from Ba3 (LGD3)
-- Outlook, changed to Stable from Negative
RATINGS RATIONALE
Ascena's B1 CFR reflects the company's large scale and diversified
portfolio of women's apparel brands. Ascena's conservative
financial policies and good liquidity over the next 12-18 months
provide key credit support, including solid positive free cash
flow, ample revolver availability and a lack of near term
maturities. Moody's expects that voluntary term loan paydown with
balance sheet cash and free cash flow will allow the company to
maintain solid leverage metrics, with lease-adjusted debt/EBITDA
increasing modestly to 4.5 times at FYE July 2019 despite a
significant earnings decline in 3Q 2019, from 4.4 times (as of
November 3, 2018).
At the same time, the rating is constrained by company-specific
execution missteps and the broader challenge of achieving material
earnings improvement with a portfolio of primarily mature, mid- and
value-priced brands amidst a highly competitive apparel retail
environment. Moody's expectations for relatively weak interest
coverage also constrain the rating, with (EBITDA-CapEx)/interest
expense expected to decline to 1.2 times at FYE July 2019 from 1.4
times (as of November 3, 2018). Moody's expects that cost increases
from inflationary pressures and the mix shift to e-commerce sales
will continue to offset the benefits of efficiency initiatives.
The stable outlook reflects Moody's expectations for material debt
repayment and good liquidity over the next 12-18 months.
The ratings could be upgraded if revenue and earnings return to
growth. Quantitatively, the ratings could be upgraded if Ascena
maintains lease-adjusted debt/EBITDA below 4.5 times, FCF/debt
above 5%, and (EBITDA-CapEx)/interest expense above 2.0 times. An
upgrade would also require continued conservative financial
policies and good liquidity.
The ratings could be downgraded if liquidity deteriorates, if the
company does not address the underperforming Value segment through
a sale, rationalization or performance improvement, or if financial
policies become more aggressive. Quantitatively, the ratings could
be downgraded if lease-adjusted debt/EBITDA is sustained above 5.0
times or (EBITDA-CapEx)/interest expense below 1.5 times.
Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc.
("Ascena") operates approximately 4,500 women's specialty retail
stores throughout the United States, Canada and Puerto Rico under
the brands Justice, Lane Bryant, Catherines, maurices, dressbarn,
Ann Taylor, and LOFT. Revenue for the last twelve months ending
November 3, 2018 was $6.6 billion.
AUTO MASTER: Unsecured Creditors Payments to Start April 2019
-------------------------------------------------------------
Auto Master Express Inc. filed an Amended Disclosure Statement to
disclose that payments to general unsecured creditors will begin on
April 1, 2019.
Class 3 - General Unsecured Claims (Under $30,000.00) are impaired.
The Debtor will make one (1) payment in the amount of $1,500.00 on
the effective date of the plan. A pro-rata distribution of this
payment will be made to all creditors within this class.
Class 4 - General Unsecured Claims (Over $30,000.01) are impaired.
The Debtor will make sixty (60) monthly installments of $300.00. A
pro-rata distribution of these payments will be made to all
creditors within this class. Payment will begin on April 1, 2019,
and end on March 1, 2024.
Class 1 - Banco Popular de Puerto Rico (Loan Numbers 9001, 9003 and
9007) are impaired.
The Debtor will pay twenty-four (24) monthly installments of
$3,442.94. The plan payment is being calculated with $408,000 as
secured principal and an amortization schedule of fifteen (15)
years at an interest rate of 6%. A balloon payment will be made to
BPPR on or before April 1st, 2021 in the amount of $370,739.00 with
proceeds from sale of the collateral (Gas Station). Payment
Beginning Date: April 1st, 2019. Payment End Date: March 1st,
2021.
Class 2 - CRIM are impaired. The Debtor will pay sixty (60) monthly
installments of $566.56, which includes an annual interest rate of
4.25%. Payment Beginning Date: April 1st, 2019. Payment End Date:
March 1st, 2024
Payments and distributions under the Amended Plan will be funded
from the cash flow of operations and future income of the Debtor
derived from the rental income and any other future commercial
activity.
A full-text copy of the First Amended Disclosure Statement dated
March 11, 2019, is available at https://tinyurl.com/y2qxpy8j from
PacerMonitor.com at no charge.
About Auto Master Express
Auto Master Express Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-01464) on March 19,
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 engaged Lcdo. Carlos Alberto Ruiz, CSP, as its legal
counsel.
BAILEY'S EXPRESS: Plan Admin's $5K Sale of Remnant Assets Approved
------------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorized David Allen, the Plan Administrator
appointed for Bailey's Express Inc.'s bankruptcy estate, to sell
the remnant assets, consisting of known or unknown assets or
claims, which have not been previously sold, assigned, or
transferred, to Oak Point Partners, LLC for $5,000.
The sale is free and clear of liens, claims, interests and
encumbrances, with such liens, claims, interests, and encumbrances
to attach to the proceeds of the Sale.
The Plan Administrator is authorized to enter into the Purchase
Agreement.
The Bidding Procedures are approved in their entirety.
The 14-day stay under Bankruptcy Rule 6004(h) is waived.
About Bailey's Express
Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier. It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska. It has distribution points in Charlotte, Dallas,
Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis,
Neenah, Phoenix, Salt Lake City and Toledo. It also provides
service to Mexico, Puerto Rico & Canada.
Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017. In the petition
signed by CFO David Allen, the Debtor estimated its assets and
liabilities at between $1 million and $10 million.
The Hon. Ann M. Nevins presides is the case judge.
Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serve as the Debtor's bankruptcy counsel.
No creditors' committee has been appointed in the case.
On Jan. 12, 2018, the court confirmed the Debtor's Chapter 11 plan
of liquidation. Pursuant to the plan, David Allen was deemed the
plan administrator for the Debtor's estate.
On Nov. 17, 2017, the Court appointed Trevor Davis Commercial Real
Estate, LLC, as real estate broker.
BALL CORP: Fitch Affirms 'BB+' LongTerm Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Ball Corporation's Long-Term Issuer
Default Rating (LT IDR) at 'BB+'. The Rating Outlook is Stable.
The rating reflects Ball's globally leading market position in
beverage can packaging, which Fitch views as one the most favorable
packaging subsectors. Fitch believes Ball's broad geographic
exposure, high-growth diversifying aerospace business, continued
focus on innovation and cans continuing to win share from less
environmentally-friendly substrates presents growth opportunities.
Ball's top-line growth, stable EBITDA margins and solid consistent
FCF generation offset Fitch's expectation that Ball's decision to
allocate approximately $3 billion to share repurchases over the
next three years will result in total debt/EBITDA remaining around
4.0x.
KEY RATING DRIVERS
Geographically Diversified Market Leader: Ball has a globally
leading industry position in beverage can packaging with around 30%
market share. The beverage can segment accounts for approximately
80% of Ball's sales with an overall portfolio specialty mix of 40%,
which are typically higher margin products and support sticky
customer relationships. 50% of sales are generated outside the
U.S., which provides significant growth opportunities by increasing
exposure to faster growing less developed markets although also
adds some risk. Ball's broad geographic diversification of sales
helps smooth the effect of political or economic risk in any
specific geography negatively impacting sales.
Favorable Packaging Subsector: Ball generates a sizable majority of
its sales from beverage cans, which Fitch views as the most
attractive packaging subsector compared with plastic and glass.
Beverage cans are the most recycled beverage container globally in
an increasingly environmental and sustainability focused world. The
global beverage can market continues to grow at low single-digit
volumes and win share from less environmentally-friendly packaging
substrates. Fitch believes Ball's continued focus on innovation,
new product expansion, exposure to higher growth geographies, and
sustainability-focused customers' shifting preference for cans will
continue to provide support for volume growth.
High-Growth Aerospace Business: Ball's growing aerospace business
segment, which accounted for 10% of net sales in 2018, adds
diversification to Ball's overall product mix. The aerospace
segment has performed well, achieving double-digit sales growth
over the last two years. As of Dec. 31, 2018, the contracted
backlog was $2.2 billion, up 26% from 2017. In addition, contracts
already won, but not yet booked into the current backlog are $4.7
billion. Fitch views Ball's decision to increase the aerospace
employee base by approximately 16% in 2019, initial facility
expansions in fourth-quarter 2018, anticipated increased capital
spending and the expanding contracted backlog as indicative of
continued solid revenue growth.
Network Optimization Strategy: Ball has focused on rationalizing
its standard 12 oz. beverage container capacity and strategically
expanding specialty production in order to meet evolving customer
demand. This aligns with Ball's goal to drive its overall specialty
mix to 50% from around 40% currently. Ball's continuous focus on
optimizing its footprint and reducing G&A costs provides support
for resilient margins and the potential for further upside.
Portfolio Restructuring: In June 2018, Ball divested its U.S. steel
food and aerosol business into a 49% owned JV and realized
approximately $600 million in cash proceeds. The steel food and
aerosol business was Ball's lowest margin operating segment and the
sale provides flexibility to pursue share repurchases while
retaining 49% ownership. In December 2018, Ball announced an
agreement to sell its metal packaging business in the highly
competitive China market for approximately $225 million plus an
additional consideration related to the relocation of an existing
facility in China over the next few years. The transaction is
expected to close in the second half of 2019.
Leverage Target Reached: Ball reduced debt (excluding A/R
factoring) by approximately $800 million from 2016, following its
$6.1 billion acquisition of Rexam. According to management, Ball
reached its net leverage target of 3.0x-3.5x in third-quarter 2018
and now intends to allocate substantially all FCF to shareholders.
This supports Fitch's view that further debt reduction is unlikely
in the near-term. Fitch forecasts Ball's total debt/EBITDA
(including A/R factoring) will remain around 4.0x, commensurate
with the rating category.
Large Share Repurchase Program: Fitch expects management to make
returning cash to shareholders its highest capital allocation
priority as Ball has now reached its leverage target. Ball's goal
is to repurchase approximately 18% of its outstanding shares by
2021. On Jan. 23, 2019, the board of directors approved the
repurchase of up to 50 million shares, which replaces all previous
authorizations. Ball repurchased $711 million in 2018 and plans to
repurchase an additional $1 billion in each of 2019, 2020 and 2021.
Fitch views Ball's consistent growth and robust FCF generation as
providing financial flexibility to pursue its sizable share
repurchase program.
Growing Utilization of Factoring Programs: Average receivables sold
under receivables factoring programs in 2018 were $915 million
compared with $602 million in 2017, representing an approximately
50% increase. Fitch treats the use of A/R factoring as debt, which
results in YE 2018 Fitch-adjusted total debt/EBITDA (including
factoring) of 4.3x compared with total debt/EBITDA of 3.7x
excluding the use receivables factoring. The A/R factoring programs
as of Dec. 31, 2018, if fully drawn, would add $1.2 billion in debt
and approximately 0.7x of leverage on a total debt/EBITDA basis.
Fitch expects Ball to continue to use A/R factoring as an effective
low-cost approach to manage working capital needs.
DERIVATION SUMMARY
Ball is among the largest global beverage packaging companies
globally and similar in size in terms of EBITDA compared with Crown
Holdings, Inc. Ball has similar margins compared with Crown,
although Ball has the market leading beverage can position compared
with Crown's number two position. Ball also produces a higher
proportion of more specialized products and is forecast to have
lower leverage following Crown's acquisition of Signode. Ball has
similar leverage on a total debt/EBITDA basis compared with Sealed
Air Corp., although Ball is more than double the size of Sealed
Air. Ball has higher margins, favorable leverage metrics and is
substantially larger than Silgan Holdings Inc.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Sales growth of roughly 4%;
- EBITDA margins sustained around 16% reflective of Ball's
demonstrated ability to pass through raw material costs, its
specialty mix strategy and G&A cost reduction efforts;
- Capex averaging $650 million;
- $1 billion in share repurchases in each of 2019, 2020 and 2021;
- All FCF allocated toward repurchases with no acquisitions and
no further debt reduction through the forecast period.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- A change in financial policy that results in total debt/EBITDA
sustained below 3.3x;
- FFO-adjusted leverage sustained below 4.0x;
- EBITDA margin expansion sustained in the upper-teen range
driven by successful execution of Ball's strategy to achieve a
combination of higher specialty mix and/or further cost
reduction;
- Commitment to funding acquisitions and shareholder returns in a
credit-conscious manner consistent with an investment-grade
rating.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- Total debt/EBITDA sustained above 4.3x;
- A significant revenue decline and/or sustained EBITDA margin
compression driven by weakened operating performance;
- A deviation from financial policy resulting in aggressive
shareholder returns in a period of weak operating performance.
LIQUIDITY
Solid Liquidity: As of Dec. 31, 2018, Ball had $762 million in cash
and cash equivalents and full availability under its $1.5 billion
revolving credit facility. Ball also uses A/R factoring programs to
manage working capital, which had combined limits of approximately
$1.2 billion as of Dec. 31, 2018. Fitch forecasts Ball to generate
FCF averaging $550 million through the forecast period and expects
Ball to allocate it toward funding approximately $3 billion of
share repurchases.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Ball Corporation
- Long-Term Issuer Default Rating at 'BB+';
- Senior secured revolving credit facility at 'BBB-'/'RR1';
- Senior secured term loan at 'BBB-'/'RR1';
- Senior unsecured notes at 'BB+'/'RR4'.
The Rating Outlook is Stable.
BIOSCRIP INC: Gabelli Funds Has 5.19% Stake as of March 12
----------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Bioscrip, Inc. as of March 12, 2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
Gabelli Funds, LLC 6,646,387 5.19%
GAMCO Asset Management Inc. 618,624 0.48%
Teton Advisors, Inc. 434,269 0.34%
Gabelli & Company Investment Advisers, Inc. 2,400 0.00%
Associated Capital Group, Inc. 500 0.00%
A full-text copy of the regulatory filing is available for free at:
https://is.gd/vARndQ
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is an independent national provider of
infusion and home care management solutions, with approximately
2,100 teammates and nearly 70 service locations across the U.S.
BioScrip partners with physicians, hospital systems, payors,
pharmaceutical manufacturers and skilled nursing facilities to
provide patients access to post-acute care services. BioScrip
operates with a commitment to bring customer-focused pharmacy and
related healthcare infusion therapy services into the home or
alternate-site setting.
BioScrip reported a net loss attributable to common stockholders of
$62.90 million for the year ended Dec. 31, 2018, compared to a net
loss attributable to common stockholders of $74.27 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, Bioscrip had
$583.93 million in total assets, $634.65 million in total
liabilities, $3.23 million in series A convertible preferred stock,
90.05 million in series C convertible preferred stock, and a total
stockholders' deficit of $144 million.
* * *
As reported by the TCR on Aug. 1, 2018, Moody's Investors Service
upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from
'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the
company's very high leverage and weak liquidity. Also in August
2018, S&P Global Ratings raised its issuer credit rating on
BioScrip Inc. to 'CCC+' from 'CCC'. "The rating upgrade reflects
our belief that BioScrip will be able to meet its debt obligations
for at least the next 12 months."
BIOSCRIP INC: Reports $62.9 Million Net Loss for 2018
-----------------------------------------------------
BioScrip, Inc., has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to common stockholders of $62.90 million on $708.90
million of net revenue for the year ended Dec. 31, 2018, compared
to a net loss attributable to common stockholders of $74.27 million
on $817.19 million of net revenue for the year ended Dec. 31,
2017.
Fourth quarter net revenue was $183.6 million, up 2.8% compared to
$178.5 million in the fourth quarter of 2017, on a comparable ASC
606 basis.
The company recorded a bad debt adjustment which reduced both net
revenue and adjusted EBITDA by $7.5 million.
Net revenue year over year growth of 7.8%, excluding bad debt
expense of $13.3 million and $4.0 million from both current and
prior year net revenue.
The Company had liquidity of $14.5 million at Dec. 31, 2018,
consisting of cash and cash equivalents.
As of Dec. 31, 2018, Bioscrip had $583.93 million in total assets,
$634.65 million in total liabilities, $3.23 million in series A
convertible preferred stock, 90.05 million in series C convertible
preferred stock, and a total stockholders' deficit of $144
million.
Daniel E. Greenleaf, president and chief executive officer,
commented, "BioScrip delivered record comparable net revenue growth
of almost 8% in the fourth quarter of 2018. Excluding the bad debt
adjustment, we achieved adjusted EBITDA of $52.6 million for the
year, which was slightly below the low-end of our expectations due
to slower than anticipated revenue growth in the month of December.
However, we commenced 2019 on a very strong note, with gross
revenue growth of approximately 9% in both January and February,
and March gross revenue to date trending at similar levels."
Mr. Greenleaf continued, "This morning BioScrip and Option Care
jointly announced a definitive merger agreement, which will create
the nation's preeminent home infusion company and transform the
industry. The combined company will have a national footprint of
more than 150 locations in 46 states and revenue exceeding $2.6
billion, as well as improved financial strength and flexibility
through an optimized capital structure. We are extremely excited
about the value this combination will create for all of our
combined stakeholders and patients and look forward to closing the
transaction."
Financial Guidance
Given the pending combination with Option Care, the Company will
not be providing updated 2019 BioScrip financial guidance.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/8ejGnu
About BioScrip
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is an independent national provider of
infusion and home care management solutions, with approximately
2,100 teammates and nearly 70 service locations across the U.S.
BioScrip partners with physicians, hospital systems, payors,
pharmaceutical manufacturers and skilled nursing facilities to
provide patients access to post-acute care services. BioScrip
operates with a commitment to bring customer-focused pharmacy and
related healthcare infusion therapy services into the home or
alternate-site setting.
* * *
In July 2018, Moody's Investors Service upgraded BioScrip Inc's
Corporate Family Rating to 'Caa1' from 'Caa2'. BioScrip's Caa1
Corporate Family Rating reflects the company's very high leverage
and weak liquidity. Also in August 2018, S&P Global Ratings raised
its issuer credit rating on BioScrip Inc. to 'CCC+' from 'CCC'.
"The rating upgrade reflects our belief that BioScrip will be able
to meet its debt obligations for at least the next 12 months."
BIOSCRIP INC: To Merge with Infusion Therapy Provider Option Care
-----------------------------------------------------------------
BioScrip, Inc., and Option Care Enterprises, Inc., an independent
providers of home and alternate treatment site infusion therapy
services, have entered into a definitive merger agreement. The
combination is expected to create a leading independent provider
with the national reach, comprehensive therapy offering and
financial capacity to succeed in the attractive and growing home
and alternate site infusion services segment of the $100 billion
U.S. infusion market.
Under the terms of the merger agreement, BioScrip will issue new
shares to Option Care's shareholder, which is owned by investment
funds affiliated with Madison Dearborn Partners, LLC and Walgreens
Boots Alliance, Inc., in an all-stock transaction. Upon completion
of the transaction, MDP funds and WBA will beneficially own
approximately 80% of the combined publicly traded company on a
fully diluted basis, with current BioScrip shareholders holding the
remainder. The combined company's common stock will continue to be
listed on the Nasdaq Global Market. The transaction has been
unanimously approved by the boards of directors of both BioScrip
and Option Care.
The combined company will be led by Option Care Chief Executive
Officer John Rademacher and Option Care Chief Financial Officer
Mike Shapiro and will incorporate the best talent, processes and
systems from both Option Care and BioScrip. It also will have a
leading, independent clinical platform for delivering high-quality
infusion therapy to more patients across the United States and
providing superior outcomes for patients, payors and providers.
BioScrip President and Chief Executive Officer Daniel E. Greenleaf
will remain active in the combined company as a special advisor to
its Board of Directors.
Daniel E. Greenleaf, president and chief executive officer of
BioScrip, commented, "This is a compelling and complementary fit of
two leading players in the U.S. infusion market. Together, we will
be able to provide a diverse set of life-improving and
cost-effective services to more patients across the United States.
Our expanded reach and broader array of offerings provide a key
competitive advantage at a time when the demand for home and
alternate site infusion services continues to grow. The BioScrip
Board and I believe our shareholders will have the compelling
opportunity to participate alongside Option Care's experienced and
seasoned shareholders in the long-term potential and value creation
opportunities of the combined company."
John Rademacher, chief executive officer at Option Care, said,
"This transaction brings together two organizations and thousands
of employees dedicated to creating a best in class experience for
our patients and their families. Our goal is to constantly improve
the delivery of life-saving therapies and comprehensive care
management to the patients we have the privilege of serving. At the
center of both organizations is deep clinical expertise and a
passion to deliver extraordinary care. We believe combining our
unique assets and leading product portfolios will create a
powerful, independent platform that will enable delivery of
high-quality, cost effective solutions to providers across the
country and help facilitate the introduction of innovative new
therapies to the marketplace. As an independent provider, we will
retain the unique ability to deliver high-quality infusion therapy
in the patient-preferred and safer setting of the home or an
alternate site to every commercial and governmental payor.
"I am honored to lead the combined company and work with BioScrip's
and Option Care's talented and dedicated employees, who share a
strong commitment to delivering exemplary care that makes a
positive difference in people's lives. I look forward to
harnessing the strengths of both of our organizations and
industry-leading teams to capitalize on the many growth
opportunities this combination creates to drive long-term value for
all stakeholders."
Expected Benefits of the Transaction
* Improved, Cost-Effective Patient Care. Utilizing clinical
monitoring and reporting, the combined company's more than 2,900
skilled clinicians (pharmacists, pharmacy technicians, nurses and
dieticians) will develop personalized care plans for patients and
be able to provide ongoing quality care in support of complex
therapy regimens. With a best-in-class platform that is national
in scope, the combined company will also be positioned as the
partner of choice for pharmaceutical manufacturers seeking
innovative distribution channels and patient support models to
access the market. Together, BioScrip and Option Care will cover
96% of the U.S. population, with facilities in 46 states and the
ability to dispense and serve patients in all 50 states.
* Enhanced Scale and Therapy Offerings. The combined company will
merge BioScrip's and Option Care's complementary portfolios and
provide products that are currently only available to one of the
two businesses, such as Option Care's access to Cuvitru for the
treatment of primary immunodeficiency and Nuzyra for the treatment
of adults with acute bacterial skin and skin structure infections
and community-acquired bacterial pneumonia. The combined company's
expanded geographic coverage, continued independence, leading
quality offerings and comprehensive clinical expertise will
position it to be a preferred partner for payors, providers,
biopharma manufacturers and patients. Furthermore, its enhanced
scale will enable it to capture scale efficiencies and create
additional vectors of growth through new product and service
introductions.
* Powerful Growth Engine in Attractive Industry. Home and
alternate site infusion, which currently accounts for approximately
12% of the $100 billion total U.S. infusion market, is estimated to
grow approximately 5-7% per year due to attractive market dynamics,
including the shift to value-based care that improves clinical
outcomes and delivers better results for payors and providers as
well. The combined company will have the financial capacity and
flexibility, scale and clinical offering diversity to drive organic
growth in chronic and acute therapies along with generating growth
through operational efficiencies, improved performance in revenue
cycle management and innovative new therapy introductions. The
combination of BioScrip and Option Care will create a diversified
business across payors, therapies and geographies in which no
existing payor will account for more than 11% of net revenue.
* Compelling Financial Benefits: The transaction is expected to
drive meaningful operating and supply chain efficiencies,
generating over $60 million in net synergies forecasted to realize
full run-rate within 24 months of the transaction closing. These
forecasted synergies and the combined company's enhanced scale with
pro-forma 2018 revenue of more than $2.6 billion are expected to
enable top- and bottom-line growth. Additionally, BioScrip and
Option Care have secured committed financing from Bank of America
Merrill Lynch, funds affiliated with Ares Management Corporation,
and Goldman Sachs Merchant Banking Division to refinance and
simplify the combined company's capital structure, which is
expected to have no near-term maturities, no preferred equity and
no financial maintenance covenant. The new capital structure is
expected to provide the combined company with a materially lower
pro-forma combined net leverage ratio, a lower cost of capital,
significant additional liquidity and a path for continued
deleveraging. The combined company will pursue a balanced capital
allocation strategy, continuing to invest in and enhance patient
experiences, as well as its people and services to drive organic
growth, while managing its debt profile and continuing to de-lever
in a disciplined fashion.
Shareholders and Management Focused on Driving Value Creation
MDP, a leading private equity firm based in Chicago, has a long and
successful history investing in health care companies and
partnering with them to achieve growth and significant long-term
value appreciation. MDP's notable health care investments include
Ikaria Inc., Sage Products, Sirona Dental Systems, Team Health and
VWR International. Option Care, formerly Walgreens Infusion
Services, has been an independent company since it was separated
from WBA in 2015 in a joint investment partnership between MDP
funds and WBA.
Timothy P. Sullivan, a managing director and head of the MDP Health
Care team and a director of Option Care, said, "We believe this
transaction provides significant shareholder value creation
potential and we are excited to remain a major shareholder
alongside Walgreens Boots Alliance in the combined company. John,
Mike and the joint leadership team bring operational expertise and
strong integration track records. Since separating from Walgreens,
we have made significant investments in people, process, technology
and facilities. This experience, combined with their commitment to
patient-centric care, should drive meaningful and long-term
shareholder value."
Rademacher and Shapiro are seasoned health care professionals with
significant operational expertise and public company experience.
Rademacher has held various executive-level positions at leading
public healthcare companies, including Cardinal Health where he
served as president and general manager for both the Ambulatory
Care Division and the Nuclear and Pharmacy Services Divisions, and
at Cigna Corporation where he served as President of CareAllies and
chief operating officer for the CIGNA Behavioral Health business.
Shapiro served as the senior vice president and chief financial
officer for Catamaran Corporation, a publicly-traded pharmacy
benefits manager, and led the successful process through which the
company was sold to UnitedHealth Group. He also had a longstanding
career with Baxter International, holding several financial
positions across several businesses and corporate functions.
Rademacher has spearheaded Option Care's Zenith 20/20 program,
which changed the company's operating model, implementing
technology, operational design and facility upgrades throughout the
organization. Under his leadership, Option Care has focused on
providing high-quality care and improving delivery of services to
patients, payors and manufacturers. The combined company, its
employees and all stakeholders are expected to benefit from a
leadership team focused on creating a culture that connects its
clinical expertise and company success to patient outcomes.
In addition to Rademacher and Shapiro, the combined company's
leadership will draw from the experienced teams of both Option Care
and BioScrip.
The transaction, which is expected to be completed in the second
half of 2019, is subject to the satisfaction of customary closing
conditions, including regulatory approvals and approval by BioScrip
shareholders.
Advisors
In connection with the transaction, Jefferies LLC and Moelis &
Company LLC are acting as joint financial advisors to BioScrip, and
Gibson, Dunn & Crutcher LLP is serving as legal advisor. Goldman
Sachs & Co. LLC and BofA Merrill Lynch are acting as financial
advisors and Kirkland & Ellis LLP is acting as legal advisor to
Option Care.
A full-text copy of the Agreement and Plan of Merger is available
for free at https://is.gd/hNoJVy
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is an independent national provider of
infusion and home care management solutions, with approximately
2,100 teammates and nearly 70 service locations across the U.S.
BioScrip partners with physicians, hospital systems, payors,
pharmaceutical manufacturers and skilled nursing facilities to
provide patients access to post-acute care services. BioScrip
operates with a commitment to bring customer-focused pharmacy and
related healthcare infusion therapy services into the home or
alternate-site setting.
BioScrip reported a net loss attributable to common stockholders of
$62.90 million for the year ended Dec. 31, 2018, compared to a net
loss attributable to common stockholders of $74.27 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, Bioscrip had
$583.93 million in total assets, $634.65 million in total
liabilities, $3.23 million in series A convertible preferred stock,
90.05 million in series C convertible preferred stock, and a total
stockholders' deficit of $144 million.
* * *
As reported by the TCR on Aug. 1, 2018, Moody's Investors Service
upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from
'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the
company's very high leverage and weak liquidity. Also in August
2018, S&P Global Ratings raised its issuer credit rating on
BioScrip Inc. to 'CCC+' from 'CCC'. "The rating upgrade reflects
our belief that BioScrip will be able to meet its debt obligations
for at least the next 12 months."
BIOSCRIP: BlackRock Has 7.6% Stake as of Dec. 31
------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 9,807,734 shares of common stock of Bioscrip
Inc., which represents 7.6 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/Nu2g2V
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is an independent national provider of
infusion and home care management solutions, with approximately
2,100 teammates and nearly 70 service locations across the U.S.
BioScrip partners with physicians, hospital systems, payors,
pharmaceutical manufacturers and skilled nursing facilities to
provide patients access to post-acute care services. BioScrip
operates with a commitment to bring customer-focused pharmacy and
related healthcare infusion therapy services into the home or
alternate-site setting.
BioScrip reported a net loss attributable to common stockholders of
$62.90 million in 2018, following a net loss attributable to common
stockholders of $74.27 million in 2017. As of Dec. 31, 2018,
BioScrip had $583.93 million in total assets, $634.7 million in
total liabilities, $3.23 million in series A convertible preferred
stock, $90.05 million in series C convertible preferred stock, and
a total stockholders' deficit of $144 million.
* * *
As reported by the TCR on Aug. 1, 2018, Moody's Investors Service
upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from
'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the
company's very high leverage and weak liquidity. Also in August
2018, S&P Global Ratings raised its issuer credit rating on
BioScrip Inc. to 'CCC+' from 'CCC'. "The rating upgrade reflects
our belief that BioScrip will be able to meet its debt obligations
for at least the next 12 months."
BOB BONDURANT: Seeks to Extend Exclusivity Period to May 31
-----------------------------------------------------------
Bob Bondurant School of High Performance Driving, Inc. asked the
U.S. Bankruptcy Court for the District of Arizona to extend the
period during which it has the exclusive right to file a Chapter 11
plan through May 31, and to solicit acceptances for the plan
through July 30.
The company said it needs more time to liquidate assets that won't
be included in the sale, which is set to close by March 29 or two
days prior to the expiration of its exclusive filing period. A
hearing to consider approval of the proposed bidding process is
scheduled for March 22.
Bob Bondurant said it will focus on preparing a bankruptcy plan
once the sale is consummated.
About Bob Bondurant School of High
Performance Driving Inc.
Founded in 1968 and headquartered in Phoenix, Arizona, Bob
Bondurant School of High Performance Driving, Inc. --
https://www.bondurant.com/ -- is a performance driving school,
specializing in racing, karting, teen driving, and law enforcement
driving education. The Bob Bondurant School of High Performance
Driving facility offers a 1.6-mile, 15-turn multi-configuration
track, pumping Dodge SRT Viper and Hellcat-shaped corpuscles
through the winding paved veins. There's also a multi-purpose,
eight-acre asphalt pad that is home to the Throttle Steer Circle,
slalom, autocross, skid pad, braking and accident avoidance
curricula, and skid-car training. In addition, Wild Horse Motor
Sports Park has three other race tracks within its grounds,
especially for select advanced road racing and corporate group
programs.
Bob Bondurant School of High Performance Driving, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. Bankr.
D. Ariz. Case No. 18-12041) on Oct. 2, 2018. In the petition
signed by Patricia C. Bondurant, president/CEO, the Debtor
estimated assets and liabilities of less than $10 million each.
The Hon. Brenda K. Martin is assigned to the case.
The Debtor tapped Hilary L. Barnes, Esq. of Allen Barnes & Jones,
PLC, as its counsel. Thomas Azzarelli of B2B CFO, LLC, as chief
financial officer.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Bob Bondurant School of High Performance
Driving Inc. as of Nov. 28, according to a court docket.
BOEAU BELLE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Boeau Belle Ltd., Inc.
dba JustStringz
dba JuStringz
dba Boeau Belle Salon & Spa
dba Threading Envy
dba Aveda
dba Threading Envy Salon & Spa
935 S. Kimball Avenue, Suite 160
Southlake, TX 76092
Business Description: Founded in 2012, Boeau Belle Ltd.
Boeau Belle Salon & Spa offers a wide range
of professional beauty services including
hair cuts & style, hair color, nails,
waxing, threading, lash & brow tinting/
extensions, and make up application, as well
as facials and body polish services.
http://www.boeaubelle.com/
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Case No.: 19-40708
Judge: Hon. Brenda T. Rhoades
Debtor's Counsel: Christopher J. Moser, Esq.
QUILLING, SELANDER, LOWNDS WINSLETT & MOSER, PC
2001 Bryan Street, Suite 1800
Dallas, TX 75201-3005
Tel: (214) 871-2100
Fax: (214) 871-2111
E-mail: cmoser@qslwm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Sid Biranth, president.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txeb19-40408.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Internal Revenue Service 941 Taxes $1,400,000
PO Box 7346
Philadelphia, PA 19101-7346
Simon Property Group McAllen Lease $1,182,383
(Texas), L.P.
M.S. Management
Associates Inc.
225 West Washington Street
North Star Mall, LLC San Antonio $968,288
c/o North Star Mall (North Star) Lease
Attn: Law/Lease Admin. Dept.
110 N. Wacker Dr.
Chicago, IL 60606
Town East Mall, LLC Mesquite Lease $826,258
c/o Town East Mall
Attn: Law/Lease Admin. Dept.
110 N. Wacker Dr.
Chicago, IL 60606
CBL & Associates Laredo Lease $681,271
Management, Inc.
CBL Center, Suite 500
2030 Hamilton Place Blvd.
Chattanooga, TN 37421-
Galleria Mall Investors LP Dallas (Galleria) $663,468
M.S. Management Lease
Associates Inc.
225 West Washington Street
Indianapolis, IN 46204
Stonebriar Mall, LLC Frisco Lease $613,816
c/o Stonebriar Centre
Attn: Law/Lease Admin. Dept.
110 N. Wacker Dr.
Chicago, IL 60606
Parks at Arlington, LLC Arlington $484,409
c/o The Parks Mall at Arlington (Just StringZ)Lease
Attn: Law/Lease Admin. Dept.
110 N. Wacker Drive
Parks at Arlington, LLC Arlingon (Aveda) $465,671
c/o The Parks Mall at Arlington Lease
Attn: Law/Lease Admin. Dept.
110 N. Wacker Drive
The Fountains at Farah, LP El Paso Lease $374,325
c/o Centergy Retail, LLC
Attn: West Miller
8235 Douglas Ave., Ste 900
Mall at Ingram Park, LLC San Antonio $342,926
M.S. Management (Ingram) Lease
Associates Inc.
225 West Washington Street
Indianapolis, IN 46204
La Cantera Retail Limited San Antonio $332,028
Partnership (La Cantera) Lease
c/o The Shops at La Cantera
Attn: Law/Lease Admin. Dept.
Mall at Valle Vista, LLC Harlingen Lease $272,582
M.S. Management
Associates Inc.
225 West Washington Street
Indianapolis, IN 46204
Hulen Mall, LLC Forth Worth Lease $258,904
c/o Hulen Mall
Attn: Law/Lease Admin. Dept.
110 N. Wacker Drive
Chicago, IL 60606
Simon Property Group Hurst Lease $221,957
(Texas), L.P.
M.S. Management
Associates Inc.
225 West Washington Street
Simon Property Group Garland Lease $181,304
(Texas), L.P.
M.S. Management
Associates Inc.
225 West Washington Street
MCM Properties III, Ltd.
Attn: Richard Morton Lewisville Lease $165,276
2014 S. Stemmons Freeway
Lewsiville, TX 75067
AT&T Goods and/or $127,365
PO Box 78522 Services
Phoenix, AZ 85062-8522
Southern Park Mall LLC Judgment $114,594
Simon Capital GP, Landlord
180 East Broad Street
Columbus, OH 43215
925 South Kimball, LLC Southlake $102,395
PO Box 609 (Corporate) Lease
Colleyville, TX 76034
BRONCS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Three affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Broncs, Inc. 19-10941
12691 Pala Drive
Garden Grove, CA 92841
WesCoast Textiles, Inc. 19-10942
12691 Pala Drive
Garden Grove, CA 92841
Codi Sheridan, Inc. 19-10943
12691 Pala Drive
Garden Grove, CA 92841
Business Description: Codi Sheridan, Inc. and its subsidiaries are
textile manufacture located in Garden Grove,
California. Broncs develops fabrics that
suite its customer needs. WestCoast Textile
specializes in knitting, dyeing, and fabric
finishing. Visit https://codisheridan.com
and www.wescoasttextile.com for more
information.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Catherine E. Bauer
Debtors'
Bankruptcy
Counsel: Derrick Talerico, Esq.
ZOLKIN TALERICO LLP
12121 Wilshire Blvd., Suite 1120
Los Angeles, CA 90025
Tel: 424-500-8552
Email: dtalerico@ztlegal.com
Debtors'
Financial
Advisor: FORCE TEN PARTNERS, LLC
Debtors'
Claims &
Noticing
Agent: DONLIN RECANO
Broncs, Inc.'s
Estimated Assets: $1 million to $10 million
Broncs, Inc.'s
Estimated Liabilities: $10 million to $50 million
WesCoast Textiles'
Estimated Assets: $1 million to $10 million
WesCoast Textiles'
Estimated Liabilities: $1 million to $10 million
Codi Sheridan's
Estimated Assets: $500,000 to $1 million
Codi Sheridan's
Estimated Liabilities: $500,000 to $1 million
The petitions were signed by Joel Chun, president and CEO.
A full-text copy of Broncs, Inc.'s petition containing, among other
items, a list of the Debtor's 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb19-10941.pdf
A full-text copy of WesCoast Textiles' petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/cacb19-10942.pdf
A full-text copy Codi Sheridan's petition containing, among other
items, a list of the Debtor's seven unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb19-10943.pdf
BSC HOLDINGS CORP: Trustee's Auction of Personal Property Approved
------------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Eva M. Lemeh, the Chapter
11 Trustee of BSC Holdings Corp., to sell personal property by
public auction, under the terms and conditions set forth in the
Trustee's Motion to Sell Property, dated Feb. 12, 2019.
The sale will be free and clear of all liens. The sale is on cash
basis.
About BSC Holdings Corp.
On July 13, 2018, BSC Holdings, LLC, filed a petition for relief
under Chapter 7 of the Bankruptcy Code which was subsequently
converted to a Chapter 11 proceeding on August 23, 2018 (Bankr.
M.D. Tenn. Case No. 18-04636). At the time of filing, the Debtor
estimated $10 million to $50 million in assets and $0 to $50,000 in
liabilities. Alexander S. Koval, Esq., at Rothschild & Ausbrooks,
PLLC, is the Debtor's counsel.
BUCK SPRINGS: Music Mountain Objects to Disclosure Statement
------------------------------------------------------------
Music Mountain Water Company, LLC, objects to the Combined
Disclosure Statement and Plan of Reorganization filed by Buck
Springs, Inc., and Robert Lee Shellhammer and Alma Aline
Shellhammer.
Music Mountain points out that the Plan states that unsecured
creditors of Buck Springs shall receive "installment payments" and
that unsecured creditors of Shellhammer shall receive "$45,000.00
to be paid in installment payments." Music Mountain further points
out "It does not however provide a definite time for commencement
of such payments and raises the possibility that unsecured
creditors may never receive a distribution under the Plan."
Music Mountain complains that the Plan fails to disclose the
identity or affiliations of (1) any individual proposed to serve as
a director, officer or (2) any insider who will be employed or
retained and the nature of any compensation for such insider as
required by 11 U.S.C. Section 1129(a)(5).
Music Mountain assert that the Plan as proposed is premised on an
income stream increase of "approximately 15%," no basis or
assumptions are given to support this figure, nor is an increase in
income supported by the operating reports filed by Debtors.
According to Music Music Mountain, the Plan as proposed with
respect to Buck Springs and Shellhammer do not comply with the
absolute priority rule.
Music Mountain further complains that the Plan as a disclosure
statement does not contain information regarding outstanding
accounts receivable, whether they are collectible, nor whether any
efforts have been made to collect them.
Music Mountain further points out that the Plan as a disclosure
statement does not explain how the Debtors intend to increase sales
by 15% per year.
Attorneys for Music Mountain Water Company, LLC:
Joshua P. Searcy, Esq.
Callan Clark Searcy, Esq.
P.O. Box 3929
Longview, TX 75606
Tel: (903) 757-3399
Fax: (903) 757-9559
Email: joshsearcy@jrsearcylaw.com
ccsearcy@jrsearcylaw.com
About Buck Springs
Buck Springs, Inc. is a grocery company located in Jasper, Texas.
Buck Springs sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Case No. 18-10059) on Feb. 21 2018. In its
petition signed by Robert Lee Shellhammer, president, the Debtor
estimated assets and liabilities of less than $500,000. Judge Bill
Parker presides over the case. Maida Clark Law Firm, P.C., is the
Debtor's legal counsel.
BUZZARD GUARD: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Buzzard Guard, LLC
440 S. Grand Oaks Ave
Pasadena, CA 91107
Business Description: Buzzard Guard, LLC, filed as a Domestic in
the State of California on June 19, 2012 as
recorded in documents filed with California
Secretary of State.
Chapter 11 Petition Date: March 16, 2019
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 19-12873
Judge: Hon. Vincent P. Zurzolo
Debtor's Counsel: Lionel E. Giron, Esq.
LAW OFFICES OF LIONEL E. GIRON
337 N. Vineyard Ave., Suite 100
Ontario, CA 91764
Tel: 909-397-7260
Fax: 909-397-7277
E-mail: ecf@lglawoffices.com
notices@lglawoffice.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian Lam, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb19-12873.pdf
CADIZ INC: Granted Option to Extend Notes Maturity Until 2021
-------------------------------------------------------------
Cadiz Inc. entered into option agreements on March 14, 2019 with
certain holders of the Company's 7.00% Convertible Senior Notes due
2020. Under the terms of the Option Agreements, the Company has
been granted the option, exercisable in its sole discretion, to
extend the maturity date of the Notes from March 5, 2020 until
Sept. 5, 2021. This option must be exercised, if at all, not later
than Dec. 5, 2019.
The Option Agreements were entered into by the Company with the
holders of $46,262,000 in aggregate original principal amount
(representing 95% of the currently outstanding aggregate original
principal amount) of the Notes.
About Cadiz
Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a
land and water resource development company with 45,000 acres of
land in three areas of eastern San Bernardino County, California.
Virtually all of this land is underlain by high-quality, naturally
recharging groundwater resources, and is situated in proximity to
the Colorado River and the Colorado River Aqueduct, California's
primary mode of water transportation for imports from the Colorado
River into the State. The Company's properties are suitable for
various uses, including large-scale agricultural development,
groundwater storage and water supply projects. The Company's main
objective is to realize the highest and best use of its land and
water resources in an environmentally responsible way.
Cadiz Inc. reported a net loss and comprehensive loss of $26.27
million for the year ended Dec. 31, 2018, compared to a net loss
and comprehensive loss of $33.86 million for the year ended Dec.
31, 2017. As of Dec. 31, 2018, Cadiz had $69.30 million in total
assets, $155.54 million in total liabilities, and a total
stockholders' deficit of $86.24 million.
CADIZ INC: Incurs $26.3 Million Net Loss in 2018
------------------------------------------------
Cadiz Inc. has filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss and
comprehensive loss of $26.27 million on $440,000 of total revenues
for the year ended Dec. 31, 2018, compared to a net loss and
comprehensive loss of $33.86 million on $437,000 of total revenues
for the year ended Dec. 31, 2017.
As of Dec. 31, 2018, Cadiz had $69.30 million in total assets,
$155.54 million in total liabilities, and a total stockholders'
deficit of $86.24 million.
Cadiz stated in the Annual Report that, "As of December 31, 2018,
we had total indebtedness outstanding to our lenders of
approximately $139.3 million. Approximately $66.1 million of our
indebtedness is secured by our assets and is due in May 2021. To
the extent that we do not make principal and interest payments on
the indebtedness when due, or if we otherwise fail to comply with
the terms of agreements governing our indebtedness, we may default
on our obligations. Additionally, the Company has principal and
interest payments aggregating to approximately $79.6 million coming
due in March 2020 related to its 7.00% Convertible Senior Notes ...
to the extent the noteholders, who have the right to convert at any
time into the Company's common stock at a conversion rate of $6.75
per share, do not convert prior to March 2020 or if we do not
exercise the options we have with parties holding 95% of our
Convertible Senior Notes that allow us, at our sole option, at any
time prior to December 5, 2019, to extend the maturity of the
Convertible Senior Notes to September 5, 2021. The Company's
Senior Secured Debt of approximately $66.1 million as of December
31, 2018, could also become due as early as December 2019, if we
have not exercised the option agreements or the Convertible Senior
Notes have not been converted by that time and the Company's stock
price is less than 120% of the conversion rate and according to
terms of the debt agreement. Additionally, the completion of the
acquisition of the 124-mile extension of our Northern Pipeline will
require an $18 million payment within thirty days of satisfaction
of certain conditions precedent under our purchase agreement with
EPNG. We do not currently have the cash resources on hand to make
this payment in full.
"We will continue to require additional working capital to meet our
cash resource needs until such time as our asset development
programs, including the Water Project, produce revenues sufficient
to fund operations. If we cannot raise funds if and when needed,
we might be forced to make substantial reductions in our operating
expenses, which could adversely affect our ability to implement our
current business plan and ultimately our viability as a company.
We cannot assure you that our current lenders, or any other
lenders, will give us additional credit should we seek it. If we
are unable to obtain additional credit, we may engage in further
financings. Our ability to obtain financing will depend, among
other things, on the status of our asset development programs and
general conditions in the capital markets at the time funding is
sought. Any further equity or convertible debt financings would
result in the dilution of ownership interests of our current
stockholders."
A full-text copy of the Form 10-K is available for free at:
https://is.gd/VHW3pd
About Cadiz
Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a
land and water resource development company with 45,000 acres of
land in three areas of eastern San Bernardino County, California.
Virtually all of this land is underlain by high-quality, naturally
recharging groundwater resources, and is situated in proximity to
the Colorado River and the Colorado River Aqueduct, California's
primary mode of water transportation for imports from the Colorado
River into the State. The Company's properties are suitable for
various uses, including large-scale agricultural development,
groundwater storage and water supply projects. The Company's main
objective is to realize the highest and best use of its land and
water resources in an environmentally responsible way.
CADIZ INC: LC Capital et al. Have 21.8% Stake as of Feb. 4
----------------------------------------------------------
In a Schedule 13D/A filed with the securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of common stock of Cadiz Inc. as of Feb. 4,
2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ --------
LC Capital Master Fund, Ltd. 6,640,857 21.8%
LC Capital Partners, L.P. 6,640,857 21.8%
LC Capital Advisors, LLC 6,640,857 21.8%
LC Capital Offshore Fund, Ltd. 6,640,857 21.8%
Lampe, Conway & Co., LLC 6,640,857 21.8%
Steven G. Lampe 6,785,857 22.3%
Richard F. Conway 6,640,857 21.8%
The Reporting Persons said they have had conversations with Cadiz's
management and Board of Directors regarding possible ways to
enhance shareholder value. The Reporting Persons intend to have
additional conversations with the Issuer's management and Board of
Directors. These conversations have covered and are expected to
continue to cover a range of issues, including modifying the
Issuer's 7% Convertible Subordinated Debentures due March 5, 2020.
In connection with the foregoing, LC&C sent a letter to the
Issuer's Board of Directors on Feb. 4, 2019. The Reporting Persons
may engage in conversations with other stockholders of the Issuer
and other interested parties, such as industry analysts, existing
or potential strategic partners or competitors, investment
professionals, and other investors. The Reporting Persons may at
any time reconsider and change their intentions relating to the
foregoing.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/grlQBk
About Cadiz
Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a
land and water resource development company with 45,000 acres of
land in three areas of eastern San Bernardino County, California.
Virtually all of this land is underlain by high-quality, naturally
recharging groundwater resources, and is situated in proximity to
the Colorado River and the Colorado River Aqueduct, California's
primary mode of water transportation for imports from the Colorado
River into the State. The Company's properties are suitable for
various uses, including large-scale agricultural development,
groundwater storage and water supply projects. The Company's main
objective is to realize the highest and best use of its land and
water resources in an environmentally responsible way.
Cadiz reported a net loss and comprehensive loss of $33.86 million
in 2017, a net loss and comprehensive loss of $26.33 million in
2016, and a net loss and comprehensive loss of $24.01 million. As
of Sept. 30, 2018, the Company had $72.32 million in total assets,
$152.2 million in total liabilities and a total stockholders'
deficit of $79.90 million.
CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Four affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
CAH Acquisition Company 16, LLC 19-01227
dba Haskell County Community Hospital
PO Box 955745
Saint Louis, MO 63195
CAH Acquisition Company # 4, Inc. 19-01228
dba Drumright Regional Hospital
PO Box 953119
Saint Louis, OK 63195
CAH Acquisition Company 12, LLC 19-01229
dba Fairfax Community Hospital
PO Box 955734
Saint Louis, MO 63195
CAH Acquisition Company # 2, LLC 19-01230
dba Oswego Community Hospital
CAH Acquisition Company # 2, LLC
PO Box 953412
Saint Louis, MO 63195
Business Description: CAH Acquisition Company operates general
medical and surgical hospitals. The
Debtors offer a broad range of services
including emergency, surgery services,
radiology, laboratory, physical
rehabilitation, acute care, respiratory
therapy, cardiology, ortho, speech therapy,
occupational therapy and swing bed. For
more information, visit:
http://www.haskellhospital.com/
http://drumrighthospital.com/
http://www.fairfaxcommunityhospital.com/
http://www.oswegocommunityhospital.com/
Chapter 11 Petition Date: March 17, 2019
Court: United States Bankruptcy Court
Eastern District of North Carolina
Judge: Hon. Joseph N. Callaway
Debtors' Counsel: Rayford K. Adams, III, Esq.
SPILMAN THOMAS & BATTLE, PLLC
110 Oakwood Dr., Suite 500
Winston-Salem, NC 27103
Tel: 336 631-1067
Fax: 336 725-4476
E-mail: tadams@spilmanlaw.com
CAH Acquisition Company 16's
Estimated Assets: $0 to $50,000
CAH Acquisition Company 16's
Estimated Liabilities: $1 million to $10 million
CAH Acquisition Company # 4's
Estimated Assets: $0 to $50,000
CAH Acquisition Company # 4's
Estimated Liabilities: $10 million to $50 million
CAH Acquisition Company 12's
Estimated Assets: $0 to $50,000
CAH Acquisition Company 12's
Estimated Liabilities: $1 million to $10 million
CAH Acquisition Company # 2's
Estimated Assets: $0 to $50,000
CAH Acquisition Company # 2's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Jorge Perez, Board chairman.
A full-text copy of CAH Acquisition Company 16's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/nceb19-01227.pdf
A full-text copy of CAH Acquisition Company # 4's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/nceb19-01228.pdf
A full-text copy of CAH Acquisition Company 12's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/nceb19-01229.pdf
A full-text copy of CAH Acquisition Company # 2's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/nceb19-01230.pdf
CALIFORNIA RESOURCES: BlackRock Has 6.7% Stake as of Dec. 31
------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 3,263,108 shares of common stock of California
Resources Corporation, which represents 6.7 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/Q52qPn
About California Resources
California Resources Corporation -- http://www.crc.com/-- is an
oil and natural gas exploration and production company
headquartered in Los Angeles, California. The Company operates its
resource base exclusively within the State of California, applying
complementary and integrated infrastructure to gather, process and
market its production. Using advanced technology, California
Resources Corporation focuses on safely and responsibly supplying
affordable energy for California by Californians.
California Resources reported net income attributable to common
stock of $328 million for the year ended Dec. 31, 2018, compared to
a net loss attributable to common stock of $266 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had
$7.15 billion in total assets, $607 million in total current
liabilities, $5.25 billion in long-term debt, $216 million in
deferred gain and issuance costs, $575 million in other long-term
liabilities, $756 million in redeemable non-controlling interests,
and a total deficit of $247 million.
* * *
As reported by the TCR on March 6, 2019, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on California Resources
Corp. The affirmation reflects S&P's expectation that CRC will
continue to support its liquidity by balancing its spending with
its cash flow, selling non-core assets, and potential for joint
ventures in 2019 as mentioned in the company's fourth quarter
conference call.
As reported by the TCR on Nov. 13, 2017, Moody's Investors Service
upgraded California Resources' Corporate Family Rating (CFR) to
'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to
'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to
'Caa1' reflects CRC's improved liquidity and the likelihood that it
will have sufficient liquidity to support its operations for at
least the next two years at current commodity prices.
CAMP HARMONY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Camp Harmony, Inc.
206 Mt. Horeb Road
Warren, NJ 07059
Business Description: Camp Harmony is a family-owned and
operated day camp founded in 1926.
Camp Harmony provides 2-13 year olds with
4-8 week options. It offers outdoor camp
experience with things like three heated
pools, adventure ropes course, nature trail
& yurt, outdoor hockey rink and its 400 ft.
zip line.
http://www.campharmony.com/
Chapter 11 Petition Date: March 15, 2019
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Case No.: 19-15298
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: Jeffrey A. Cooper, Esq.
RABINOWITZ, LUBETKIN, & TULLY LLC
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: 973-597-9100
Fax: 973-597-9119
E-mail: jcooper@rltlawfirm.com
- and -
John J. Harmon, Esq.
RABINOWITZ, LUBETKIN, & TULLY LLC
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: (973) 597-9100
E-mail: jharmon@rltlawfirm.com
- and -
Jay L. Lubetkin, Esq.
RABINOWITZ, LUBETKIN, & TULLY LLC
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: 973-597-9100
Fax: 973-597-9119
E-mail: jlubetkin@rltlawfirm.com
Total Assets: $435,290
Total Liabilities: $7,210,958
The petition was signed by Jerry Amedeo, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/njb19-15298.pdf
CECIWONG INC: May 9 Plan Confirmation Hearing
---------------------------------------------
The disclosure aspects of the Combined Plan filed by CeciWong,
Inc., are approved.
A hearing on confirmation of the Combined Plan will be held on May
9, 2019 at 10:00 a.m.
April 15, 2019 is fixed as the last day for submitting written
acceptances or rejections of the Combined Plan.
April 15, 2019 is fixed as the last day for filing and serving
written objections to confirmation of the Combined Plan.
Class 1: General Unsecured Creditors are impaired. This class will
receive payment in full on the 10th day after the Effective Date,
without interest.
Class 2: Disputed Unsecured Claims are impaired. This class will
receive no payment until Claim is Allowed, net of all
counter-claims. Payment will be in cash of 20% of the amount of the
Claim or such other amount as the Court determines necessary to
ensure that it exceeds what might be recovered in a liquidation
under Chapter 7. Cash reserve to be set in an amount approved by
the Court at the Confirmation Hearing or prior to the Effective
Date. To date, no Proofs of Claim have been filed which are
assigned to Class 2. The Claims assigned to Class 2 are: (a) any
Claims hereafter filed by Prior Management (including, without
limitation Cecilia Wong, Chloe Lee and Donna Chan); and (b) such
other claims that are filed after the date of this Debtor’s Plan
and prior to the Claims Bar Date unless the Debtor assigns the
claim to Class 1 in writing. To date, no claims are assigned to
Class 2.
Class 3: Trust's Claims are impaired. Subject to payment of all
other claims as provided under the Debtor's Plan (or reservation of
funds for such payment if disputed claims are ultimately Allowed)
the Trust shall receive all of the Debtor’s remaining assets in
kind, free and clear of claims and liens.
Class 4: Ownership Interests are impaired. All ownership interests
in the Debtor shall be extinguished by confirmation of the Debtor's
Plan.
Any amounts to be paid under this Debtor's Plan shall be paid by
the Reorganized Debtor. The Trust will loan funds to the Debtor to
enable it to fund all Plan expenses.
A full-text copy of the Disclosure Statement dated March 13, 2019,
is available at https://tinyurl.com/y3atpzry 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.
CHERRY BROS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cherry Bros., LLC
707 Valley Forge Road, Suite 102
Lansdale, PA 19446
Business Description: Cherry Bros., LLC is a privately held
miscellaneous durable goods merchant
wholesaler.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Case No.: 19-11644
Judge: Hon. Eric L. Frank
Debtor's Counsel: Michael Jason Barrie, Esq.
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
One Liberty Place
1650 Market Street, Suite 3628
Philadelphia, PA 19103-7301
Tel: (267) 207-2947
Fax: (267) 207-2949
E-mail: mbarrie@beneschlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Larry Cherry, authorized
representative.
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/paeb19-11644.pdf
CIFC LLC: S&P Raises Issuer Credit Rating to 'BB', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings on March 18 raised its issuer credit rating on
CIFC LLC to 'BB' from 'BB-' and said the outlook is stable.
At the same time, S&P raised its issue ratings on CIFC's senior
unsecured notes to 'BB' from 'BB-'. The recovery rating on the
company's debt is '3', indicating its expectation for meaningful
recovery.
CIFC had solid robust assets under management (AUM) growth and a
significant decline in leverage during 2018. Total AUM increased
31.24% year over year to $21 billion as of Dec. 31, 2018, driven by
$3.8 billion of new collateralized loan obligation (CLO) issuances.
As of Dec. 31, 2018, CIFC was the seventh largest U.S. CLO manager
by AUM.
The stable outlook on CIFC reflects S&P's view that the company
will generate an adjusted EBITDA margin above 35% and that
leverage, as measured by net debt to adjusted EBITDA, will be
3.0x-4.0x. The outlook also reflects S&P's expectation that the
leverage loan market remains strong leading to continued CLO
issuance.
S&P could lower the ratings in the next 12 months if leverage rises
above 4.0x either through declining EBITDA or additional debt. It
could also lower the rating if investment performance weakens or if
the company suffers a meaningful decline in AUM.
An upgrade is unlikely over the next 12 months, according to S&P.
Over the longer term, S&P could raise the rating if CIFC operates
with leverage consistently below 3.0x while further diversifying
the business and maintaining solid investment performance.
CITIBANK NA: Sponheim Sues over Forex Fees for Online Purchases
---------------------------------------------------------------
DAVID SPONHEIM, individually and on behalf of all others similarly
situated, Plaintiff v. CITIBANK, N.A., Defendants, Case NO.
8:19-cv-264 (C.D. Cal., Feb. 11, 2019) seeks damages, restitution
and public injunctive relief for the Defendant's breach of contract
and violation of California consumer protection law in routinely
and systematically charging Foreign Exchange Fees on internet debit
card purchases at websites of foreign merchants.
According to the complaint, the Plaintiff maintains a Regular
Checking Account at the Defendant. On March 15, 2018, the
Plaintiff, from a computer at his residence, made a purchase online
at a foreign merchant's website. The Plaintiff purchased products
from King Seed, which is based in Vancouver, Canada. The Plaintiff
paid approximately $238.31 in American dollars for his products.
The purchase price of the products he selected were offered in U.S.
Dollar amounts; as was the total price of his products at checkout.
The Plaintiff received no indication whatsoever that any of the
products he purchased involved the exchange of U.S. dollars for
Canadian dollars.
Upon examining his checking account statement, the Plaintiff was
surprised to learn that the Defendant had assessed him a $7.15
"Foreign Transaction Fee". The fee was assessed at 3% of the total
value of his $238.31 purchase from King Seed in Vancouver. By
charging Foreign Exchange Fees on transactions that were conducted
while the cardholder was in the United States, the Defendants
engage in bad faith and contradicts reasonable consumer
expectations.
Citibank, N.A. provides commercial and consumer banking products
and services. Citibank, N.A. was formerly known as First National
City Bank and changed its name to Citibank, N.A. in March 1976. The
company was founded in 1812 and is based in Sioux Falls, South
Dakota with locations and offices worldwide. Citibank, N.A.
operates as a subsidiary of Citicorp. [BN]
The Plaintiff is represented by:
Todd D. Carpenter, Esq.
Brittany C. Casola, Esq.
CARLSON LYNCH SWEET
KILPELA & CARPENTER, LLP
1350 Columbia St., Ste. 603
San Diego, CA 92101
Telephone: (619)762-1900
Facsimile: (619) 756-6991
E-mail: tcarpenter@carlsonlynch.com
bcasola@carlsonlynch.com
- and -
Jeffrey D. Kaliel, Esq.
Sophia Goren Gold, Esq.
KALIEL PLLC
1875 Connecticut Ave., NW, 10th Floor
Washington, D.C. 20009
Telephone: (202) 350-4783
E-mail: jkaliel@kalielpllc.com
sgold@kalielpllc.com
CONTINENTAL RESOURCES: Moody's Raises CFR to Ba1
------------------------------------------------
Moody's Investors Service upgraded Continental Resources, Inc.'s
(Continental) Corporate Family Rating to Ba1 from Ba2, its
Probability of Default Rating to Ba1-PD from Ba2-PD and the
company's senior unsecured notes to Ba1 from Ba2. The company's
Speculative Grade Liquidity (SGL) Rating was affirmed at SGL-1. The
rating outlook was changed to stable from positive.
"The upgrade of Continental's ratings recognizes Moody's
expectation that the company will continue to generate free cash
flow and will further reduce debt in 2019, building resilience in
its improving leverage profile," commented Elena Nadtotchi, Moody's
Vice President - Senior Credit Officer.
Upgrades:
-- Issuer: Continental Resources, Inc.
-- Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
-- Corporate Family Rating, Upgraded to Ba1 from Ba2
-- Senior Unsecured Notes, Upgraded to Ba1 (LGD4) from Ba2 (LGD4)
Outlook Actions:
-- Issuer: Continental Resources, Inc.
-- Outlook, Changed To Stable From Positive
Affirmations:
-- Issuer: Continental Resources, Inc.
-- Speculative Grade Liquidity Rating, Affirmed SGL-1
RATINGS RATIONALE
Continental's Ba1 rating reflects its strengthened operating
profile, underpinned by the growing scale of production and high
operating and capital efficiency. In 2019, Continental aims to
maintain sector leading growth rates in production and Moody's
expects that the company will be able to fund the associated growth
investment within its operating cash flow.
Solid free cash flow generation will create flexibility to reduce
debt by $400-$600 million in 2019, assuming a $60/bbl average oil
price. The company should continue to strengthen its leverage
profile with debt/production projected to improve to $15,000 -
$16,000/boe in 2019 from $19,500/boe in 2018, amid strong cash flow
coverage of debt with RCF/debt at 60%.
Moody's expects that Continental's financial policy will continue
to evolve over the coming months. Notwithstanding the company's
high capital efficiency, Continental will need to demonstrate that
it is able to generate sufficient returns on capital employed amid
a number of oil price scenarios and successfully balance the
interests of all stakeholders, while maintaining its improved
leverage profile. Solid free cash flow generation allows financial
flexibility to complement shareholders' returns. Continental is one
of the few E&P companies that does not have a dividend or a share
repurchase program.
The stable outlook reflects Moody's expectation that Continental
will generate significant free cash flow and that any growth
projects or shareholder friendly actions will not require new
borrowing.
The Ba1 rating could be upgraded if the company delivers value
adding growth and maintains prudent financial policies, with
debt/production maintained below $15,000/boe and RCF/debt
maintained in excess of 40% amid a range of price scenarios. An
upgrade to Baa3 would require Continental to sustain its leveraged
full-cycle ratio (LFCR) in excess of 2x while funding capital
spending within cash flow. The company's ratings could be
downgraded should retained cash flow to debt fall below 25% or the
LFCR decline below 1.5x on a sustained basis.
Continental's very good liquidity position is underpinned by its
resilient free cash flow generation and is reflected in its SGL-1
Speculative Grade Liquidity (SGL) Rating. Continental has a $1.5
billion unsecured credit facility that matures in April 2023. At
the end of 2018, Continental reported $283 million in cash
balances, while its credit facility was fully undrawn. The credit
facility requires maintenance of a 65% net debt to capitalization
ratio. Moody's does not believe the covenant will limit the
company's ability to access its unused availability.
Continental has significant secondary liquidity as well, if needed,
in terms of potential asset monetizations since it has significant
proved reserves with $15.7 billion standardized measure of the
value of the reserves as of year-end 2018. Continental's next
significant maturity is $1.6 billion in senior unsecured notes in
2022.
Continental's senior notes are unsecured and are rated Ba1, the
same as the CFR. The company's revolving credit facility is also
unsecured and rank pari passu with the senior notes.
Continental Resources, Inc. (Continental) is an independent oil and
natural gas exploration and production (E&P) company, and holds
prominent position in the core of two major oil producing plays in
the US. Its operations are geographically concentrated in the
Bakken Shale play (in North Dakota and Montana) and in the Woodford
play in Oklahoma -- the South Central Oklahoma Oil Province (SCOOP)
and Northwest Cana areas. It also has meaningful acreage in the
STACK play.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
COWBOYS FAR WEST: $7.6M Sale of San Antonio Property Approved
-------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Cowboys Far West, Ltd.'s sale of the
real property and improvements described as approximately 16.63
acres known as 3030 NE Loop 410, San Antonio, Texas to Heisler
Development Corp. for $7.6 million, cash.
The sale is free and clear of all liens, preferential rights,
causes of actions, claims, encumbrances, interests.
The Estate will be responsible for paying any U.S. Trustee fees
that may result from the sale of the Property.
The sale will be closed by and at, and the sale proceeds will be
distributed as hereafter provided, by First American Title Guaranty
Co.
Nothing in either the Motion or the Order will be construed to
affect the tax obligations (positively or negatively) upon all
persons or entities affected by this sale, except as otherwise
specifically provided.
The following debts or liabilities will be paid at closing from the
Seller's proceeds by First American Title:
a) closing cost (including 2019 real and personal tax
prorations and escrow agent attorney fees),
b) owner's title insurance premium,
c) All escrow/closing fees,
d) The Buyer's Attorney Fees ($60,000 to the Law Firms of Dean
W. Greer and Ari Kuchinsky of Metcalfe Wolff Stuart 81 Williams,
LLP;
e) Survey Costs;
i) Phase One Environmental Study;
g) $5,660,769 (computed as of March 7, 2019) Additional
interest on said sum will accrue and be payable at the $1,650 per
day, with the final payoff sum to be computed on and as of the date
the closing occurs Payment to Crossroads 2004, LLC of the payoff
sum computed as provided will be deemed to fully pay and satisfy
the indebtedness secured by the first lien dated Dec. 21, 2007 on
the Property;
h) The cumulative Bexar County ad valorem taxes for tax years
2018 and prior in the amount of $286,944 pertaining to Tax Account
N0. 12188-000-0042 (3030 NE Loop 410); Tax Account No.
12179-ooo-0148 (Fratt Road) and Tax Account No. 90308-502-0425
(business personal property located at 3030 NE Loop 410); and
i) United States Trustee's Fees in the amount of $80,000.
The ad valorem taxes for year 2019 pertaining to the subject real
property will be prorated in accordance with the Earnest Money
Contract and will become the responsibility of the Purchaser and
the 2019 ad valorem tax lien will be retained against the subject
real property until said taxes are paid in full.
Except for the sums paid to Bexar County for ad valorem taxes
entitled to priority, the payoff sum payable to Crossroads 2004,
LLC will have priority over and be paid before any other amounts
out of the sale proceeds.
Notwithstanding anything to the contrary in the Order, no liens
will be released unless Heiser has fully funded the sales price as
described with First American Title, the closing has occurred, and
the funds have been disbursed to the lienholder.
The Debtor will pay to PSB Credit Services, Inc. the balance of all
monies remaining with the title company after paying the items set
forth; however, such amount will be not less than $1.4 million.
The stay under Bankruptcy Rules 6004(g) and 6006(d) are waived and
are not in effect.
Michael Murphy, as President of the general partner of the Debtor
is authorized to execute all documents on behalf of the Debtor that
are contemplated by the Purchase and Sale Agreement.
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Cowboys_Far_99_Order.pdf
About Cowboys Far West Ltd.
Cowboys Far West, Ltd., owns an entertainment facility and a dance
hall in San Antonio, Texas. It previously sought bankruptcy
protection (Bankr. W.D. Tex. Case No. 16-51419) on June 24, 2016.
Cowboys Far West sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-51837) on Aug. 6,
2018. At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million. Judge Ronald B. King oversees the case. The Debtor
tapped Willis & Wilkins, LLP, as its legal counsel.
DAVID M. SEMAS: Sale of Two Vehicles for $61K Approved
------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized David M. Semas and Susan O. Semas to
sell the following two vehicles: (i) a 2012 Dodge Rain 3500 Pickup
for $29,000 to $32,000; and (ii) 2012 Jeep Wrangler for $29,000.
A hearing on the Motion was held on March 6, 2019 at 2:00 p.m.
The sale will be free and clear of all liens, claims and
encumbrances.
The $15,000 in net proceeds from the 2012 Jeep Wrangler consist of
the duly exempt property of the Revested Debtors, which may be
utilized by the Revested Debtors at their discretion, including for
payment of attorneys' fees and costs. All remaining net proceeds
from the sale of the two vehicles will be utilized to pay the
Debtors' attorneys' fees/costs as set forth in the Motion, and/or
for distribution to allowed creditors pursuant to their confirmed
Plan if surplus proceeds remain after payment of attorneys' fees
and costs.
The 14-day stay provisions of FRBP 6004(h) are waived.
About David and Susan Semas
On Dec. 11, 2013, individual debtors David M. Semas and Susan O.
Semas filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 13-52337).
On April 6, 2015, the Court entered an order confirming the
Debtors' Second Amended Plan of Reorganization, as amended. The
assets of the bankrupt estate have revested in the Debtors upon
Plan Confirmation.
DELTA DUCK: Discloses Amended Sale Motion in New Plan
-----------------------------------------------------
Delta Duck Farms, LLC, filed a First Amended and Supplemented Plan
and accompanying Disclosure Statement.
The First Amended and Supplemented Disclosure Statement disclosed
that two general unsecured claims -- held by Greenway Equipment,
Inc. in the amount of $2,281.63 and Hunter Flying Service, LLC in
the amount of $743.42 -- are not scheduled as disputed, contingent,
or unliquidated. Pinnacle Agriculture Distribution, Inc., filed a
proof of claim in the amount of $1,864.13. As of March 11, no other
general unsecured claims have been filed or are deemed allowed
under the Schedules and the General Claims Bar Date has passed.
The Worley Estate can trace the acquisition of certain movable
items that are located on the Debtor’s property and that comprise
a part of the Purchased Assets to Michael A. Worley. As such, it
has a claim of ownership to the Movables (the "Movables Ownership
Claim"). Each of the Debtor and the Worley Estate trustee have
sought from separate third parties the rough auction value of the
Movables and an answer to the question whether the Movables should
bring a higher value being sold separately or through the proposed
sale as part of the Purchased Assets. The Debtor has obtained a
rough auction value estimation ranging from $134,440 on the low
end, to $191,190 on the high end, as well as an indication that it
would be advisable to sell them as a component of the "Purchased
Assets" through its Amended Sale Motion, as the estate is to
receive $210,000 for the Movables (with no commission associated
with the sale). The Worley trustee has shown the inventory to its
appraiser, who also suggests that the valuation would be best
maintained as a sale with the other Purchased Assets, and does not
dispute the values suggested above. The Worley Estate and the
Debtor have agreed that the property is more valuable sold in situ,
rather than pulled out and sold separately, and have determined to
allow the sale of the Purchased Assets free and clear of the Worley
Estate's claimed ownership interest, with that claimed ownership
interest attaching to the proceeds from the sale to be dealt with
at a later date. The Amended Sale Motion will be noticed on the
creditors of both estates in order that all affected parties are
provided ample notice of the proposed sale.
On February 13, 2019, DDF filed a motion seeking to sell
substantially all of its assets pursuant to 11 U.S.C. Section 363.
Under the Sale Motion, DDF will sell to Arkel, or the highest and
best bidder, all of its immovable property and all movable property
located on DDF's immovable property. The sale of such property will
accomplish the following: (1) satisfaction of the FMB Secured
Claim; (2) satisfaction of the Arkel Secured Claim, whether through
its credit bid or via higher and better bid; and (3) generate Cash
Proceeds in the amount of $210,000.00.
As to the Cash Proceeds, the Worley Estate has asserted that the
movable property located on DDF's immovable property is actually
property of the Worley Estate. Nevertheless, as the total value of
all movable property in the Debtor's possession that is to be sold
through this motion is less than $200,000.00, the Worley Estate and
the Debtor have agreed that the property is more valuable sold in
situ, rather than pulled out and sold separately, and have
determined to allow the sale of the property free and clear of the
Worley Estate's claimed ownership interest, with that claimed
ownership interest attaching to the Cash Proceeds from the Sale to
be dealt with at a later date.
On March 13, 2019, DDF amended the Sale Motion to preserve the
Worley Estate's Movables Ownership Claim in order to synchronize
the Sale Motion to this first amended disclosure statement.
The Arkel Claim is approximately $780,011.46 (as of January 28,2019
plus interest accruing thereafter in the amount of $196.65 per day
plus legal fees and costs incurred after January 28,2019 until the
closing of the sale of the Property).
The Debtor owns a Duck hunting lodge and various other improvements
set on 702 GIS acres in central east Arkansas' Mississippi River
Delta. DDF's improvements include an entrance gate (North Arkansas
native rock and reclaimed timbers with electronic remote opening
and two metal secondary gates), fence (1,500 feet lx6 3 board
double sided pine lumber with protective seal), hunting lodge, barn
and fishing camp-house, all constructed from reclaimed timbers),
pier (treated lumber), boat shed (treated lumber), lake, road
improvements (raised, drained and gravel), water structures (six
water control structures on 62 acres on 3 separate flooding areas
for duck hunting, 4 duck blinds, designated moist soil areas, 6
deer stands (insulated and carpeted) and landscaping (grass
sodding, 200 landscape trees, pruning, clearing underbrush,
leveling, draining, and outside sculpture). The real property was
appraised on October 19, 2018 in the amount of $4,890,000. In
addition, the Debtor claims to own a number of pieces of movable
(personal) property located at the Arkansas duck lodge. But, as
noted previously, ownership of such movable property is subject to
dispute by the Worley Estate which claims that it, not DDF, owns
the movable property. The Debtor’s representative, Mr. Dwayne M.
These value of the real property as identified in Schedule A is
based upon an appraisal of the property conducted as of December
20, 2012. Murray, recently conducted an inventory of the movable
property on location at the Debtor’s property in Arkansas. The
Debtor then had Henderson Auctions value the property listed in the
inventory, and, based solely upon the Debtor’s descriptions and
pictures in the Inventory, Henderson Auctions valued the movable
property between a low of $134,440 and a high of $191,190.
The Liquidating Trust shall be funded initially with any and all
Cash and other Property possessed by the Debtor as of the Effective
Date. Notwithstanding the foregoing, the Liquidating Trust may not
use any portion of the Cash Proceeds unless and until an Order of
the Bankruptcy Court is entered (or mutual agreement between the
parties is reached) establishing ownership of and entitlement to
the Cash Proceeds by the Liquidating Trust.
Except as otherwise provided in this Plan, the Trust Assets
collected by the Trustee shall be distributed by the Liquidating
Trustee as follows and on a Pro Rata basis within each Class. Upon
receipt of the Initial Funding, or as soon thereafter as an
Administrative Expense Claim becomes and Allowed Administrative
Expense Claim, the Liquidating Trustee shall pay from Trust Assets
(save and except the Cash Proceeds until an Order is entered, or
agreement of the parties reached, recognizing the right of the
Liquidating Trust to such Cash Proceeds), in full, the amount of
such Allowed Administrative Expense Claim. Thereafter, the
Liquidating Trustee shall pay from the Trust Assets, other than the
Cash Proceeds, the amounts necessary to satisfy the Allowed Class
1. Trust Assets remaining after payment of Allowed Administrative
Expense Claims, Allowed Class 1 Claims and Allowed Class 4 Claims
shall be deemed "Net Liquidation Trust Proceeds." Any Net
Liquidation Trust Proceeds shall be distributed as follows: First,
in payment in full of any Trust Expenses incurred by the
Liquidating Trust, including but not limited to compensation of the
Liquidating Trustee and Trust Professionals. Second, in payment in
full of Allowed Administrative, Class 1 and/or Class 4 Claims, if
any such claims were not paid in full from the Initial Funding.
Third, after all such payments required to be made for Trust
Expenses and if Allowed Claims classified herein, if any, have been
satisfied in full, then any remaining Net Liquidation Trust
Proceeds shall be distributed to the Holder of the Class 5 Equity
Interest[s].
A full-text copy of the First Amended and Supplemented Disclosure
Statement dated March 13, 2019, is available at
https://tinyurl.com/y5nc6ujz from PacerMonitor.com at no charge.
About Delta Duck Farms
Delta Duck Farms LLC is a privately-held company in Baton Rouge,
Louisiana, in the hunting and trapping industry. Its principal
assets are located at 510 Lee County Rd., 911 Moro, Arkansas.
Delta Duck Farms sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. La. Case No. 18-11268) on Nov. 5,
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 Debtor tapped Stewart Robbins & Brown, LLC, as its legal
counsel.
DR. TIMOTHY W. GALLAGHER: Seeks Authority to Use Cash Collateral
----------------------------------------------------------------
Dr. Timothy Gallagher, D.C., P.C., seeks authority from the U.S.
Bankruptcy Court for the District of Massachusetts to use its cash
and non-cash collateral on an interim and final basis.
In or about May, 2017, Dr. Gallagher formed Gallagher Chiropractic
and Medical Wellness, Inc. ("GCMW") to provide management services
for Maragal Medical, PC -- a medical practice formed by Dr.
Gallagher in collaboration with Dr. Michael Marcielo. Dr. Gallagher
is the president and sole shareholder of GCMW.
The Debtor will segregate its revenues and collection of accounts
receivable from that generated by GCMW and will utilize the cash
collateral in accordance with the budget.
The Debtor believes the following entities have security interests
in cash collateral:
(A) Avidia Bank, successor by merger between Hudson Savings
Bank and Westborough Bank pursuant to that (i) First Mortgage in
the original principal amount of $209,000, secured by a Commercial
Mortgage Security Agreement and Assignment of Leases and Rents and
is personally guaranteed by the Dr. Gallagher; Second Mortgage in
the amount of $380,000, secured by a Commercial Mortgage Security
Agreement and Assignment of Leases and Rents and guaranteed by Dr.
Gallagher; and an additional $100,000 Line of Credit which remains
outstanding. The Line of Credit is secured by the Second Mortgage.
(B) North Central Massachusetts Development Corp ("NCMDC"),
loan in the amount of $25,000, secured by all assets of the Debtor
and a mortgage on Dr. Gallagher's Lexington residence recorded at
the Middlesex (South) Registry of Deeds.
(C) IOU Central, Inc, d/b/a IOU Financial in the original
principal amount of $200,000, secured by an interest in all of the
Debtor's assets, including cash and accounts receivable.
(D) Kalamata Capital Group purported to purchase $94,500 of
the Debtor's future receivables for the sum of $70,000, secured by
an interest in all of the Debtor's present and future assets,
including cash and accounts receivable.
(D) High Speed Capital, LLC purported to purchase $92,380 of
the Debtor's future receivables for the sum of $62,000, which
creates a security interest in all of the Debtor's present a future
assets.
The Debtor proposes to use cash collateral for the period of March
through May, 2019 to maintain the payments due to Avidia Bank. As
adequate protection, the Debtor will make the regular First
Mortgage payment of $3,975.73, Second Mortgage payment of $1,717.91
and Line of Credit payment of $643.75 for a total of $6,337.39 each
month on or before the date which they are due. In addition, Avidia
Bank will be granted replacement liens, to the same extent, and
with the same priority as it enjoyed prepetition over the Debtor's
post-petition cash and other assets.
The Debtor will further provide Avidia with copies of monthly
operating reports, bank statements and accounts receivable reports
as may be reasonably requested. The Debtor proposes to retain all
excess funds, both from new revenue and collection of prepetition
accounts receivable, in its debtor-in-possession operating account
pending further order of the Court or in accordance with a Chapter
11 Plan.
Since the outstanding amounts owed to Avidia Bank exceed the total
value of the Debtor's assets as of the Petition Date, the junior
liens of NCMDC, IOU, Kalamata and High Speed are wholly unsecured
and they are not entitled to any adequate protection. Moreover,
Avidia Bank's security interest takes priority over any
subsequently perfected security interest because Avidia Bank's
prior perfected security interest encumbers all of the Debtor's
cash, accounts receivable and other assets. Because Avidia Bank did
not authorize the sale of its collateral to Kalamata or High Speed,
any purported interest of Kalamata or High Speed is necessarily
subject to Avidia Bank's senior security interest.
A copy of the Debtor's Motion is available at
http://bankrupt.com/misc/mab19-40302-6.pdf
About Dr. Timothy W. Gallagher
Dr. Timothy W. Gallagher, D.C., P.C., owns a chiropractic clinic
located in Leominster, Massachusetts, filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 19-40302) on Feb. 25, 2019. In the
petition signed by Timothy W. Gallagher, president, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities. The case is assigned to Judge Elizabeth D. Katz. The
Debtor is represented by Marques C. Lipton, Esq., at Parker &
Associates.
DYNASTY HOLDINGS: $160K Sale of Las Vegas Property to Miller Okayed
-------------------------------------------------------------------
Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada authorized Dynasty Holdings, LLC's sale of real
property commonly known as 10411 Homestead Road, Las Vegas, Nevada,
APN 125-05-506-002, to Kurt Miller, the Trustee of Homestead
Revocable Trust or its assigns for $160,000, cash.
A hearing on the Motion was held on March 6, 2019 at 9:30 a.m.
From the proceeds of sale, all closing costs are paid by the Buyer
in addition to the purchase price, including transfer tax, and
property taxes.
No brokers are being used in the transaction.
The closing will take place within 10 days from the entry of the
Order approving the sale of the property.
The Property is being sold free and clear of all liens, with the
Proceeds of such sale of the Property being paid as follows:
1) Proceeds to First Deed of Trust Holder in the amount of
$154,580 if closed before March 11, 2019 payable to the Law Offices
of Michael F. Bohn;
2) With respect to the Service's tax lien recorded on July 31,
2014, as Instrument No. 201407310000617 and payable to the Internal
Revenue Service, any proceeds left over from the Sale contemplated,
the Service will be paid all remaining proceeds, which are
estimated to be $5,420, after the first trust deed holder is paid
its balance. The Service will be paid at the time of closing;
3) The Buyer to pay all settlement charges including transfer
taxes and property taxes;
4) Outstanding Attorney's Fees payable to Steven L. Yarmy,
Esq. that are remaining $3,500.
The Debtor will not receive any funds from the sale proceeds.
The stay under Fed. R. Bankr. P. 6004 and 6006 is waived and
therefore, the Order will take effect immediately without any stay.
These following liens below will be released upon the receipt of
payment from the Buyer in the amount of $160,000, the recording of
this Order, and the distribution of the Sale Proceeds as described
by JetClosing:
a. A First Deed of Trust dated, March 20, 2014, in the amount
of $135,920 in favor of Resources Group, LLC ("RG"), as Trustee of
the Homestead Road Trust dated 10/22/2012, recorded on March 26,
2014, Instrument No. 201403260002411, of Official Records of Clark
County, Nevada.
b. A tax lien payable to the Internal Revenue Service recorded
on July 31, 2014, Instrument No. 201407310000617, which will be
released.
c. A lien payable to the City of Las Vegas recorded on April
23, 2017, Instrument No. 201704130000459, which will be released.
d. A lien payable to the City of Las Vegas recorded on
December 14, 2017, Instrument No. 201712140001235, which will be
released.
e. And any other junior liens of record not identified.
About Dynasty Holdings
Dynasty Holdings LLC filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 18-16411) on Oct. 25, 2018, listing under $1 million in
assets and liabilities. Steven L. Yarmy, Esq., represents the
Debtor.
EASTMAN KODAK: Delays Filing of 2018 Annual Report
--------------------------------------------------
Eastman Kodak Company has filed a Notification of Late Filing on
Form 12b-25 with respect to its Annual Report on Form 10-K for its
fiscal year ended Dec. 31, 2018.
On Feb. 20, 2019, the Board of Directors of Eastman Kodak Company
appointed James V. Continenza as the Company's executive chairman.
The Company and its senior management have been engaged in a review
process to enable Mr. Continenza to execute the chief executive
officer certifications required to be filed as exhibits to the Form
10-K.
As previously disclosed by the Company in its Quarterly Reports on
Form 10-Q for the quarters ended June 30, 2018 and Sept. 30, 2018,
the Company has debt coming due within twelve months, does not have
committed financing or available liquidity to meet such debt
obligations if they were to become due in accordance with their
current terms, and is facing liquidity challenges due to negative
cash flow and these conditions raise substantial doubt about the
Company's ability to continue as a going concern. The Company's
financial statements included in the Form 10-K are expected to
include similar disclosure, and the Company expects the Report of
Independent Registered Public Accounting Firm to contain an
explanatory paragraph indicating there is substantial doubt about
the Company's ability to continue as a going concern.
Reporting requirements under the Senior Secured First Lien Term
Credit Agreement require the Company to provide annual audited
financial statements as promptly as practicable and in no event
later than 90 days after the fiscal year-end accompanied by an
opinion of an independent public accountant without a "going
concern" or like qualification or exception and without any
qualification or exception as to the scope of such audit or other
material qualification or exception, except for any such
qualification or exception with respect to any indebtedness
maturing within 364 days after the date of such financial
statements. The Company's Amended and Restated Agreement relating
to its asset based revolving facility contains a corresponding
requirement, although under the ABL Credit Agreement there is an
additional requirement that the opinion be reasonably acceptable to
the agent under the ABL Credit Agreement.
If the Report does not satisfy the requirements under the Credit
Agreements or is not reasonably acceptable to the agent under the
ABL Credit Agreement, the Company would be in breach of its
covenants under the Credit Agreements (or the ABL Credit Agreement,
as applicable) after the expiration of the 90-day period. In such
event, an event of default would occur under the ABL Credit
Agreement and, if requisite notice is given under the First Lien
Term Credit Agreement, an event of default would occur thereunder
if such breach is not cured within 30 days after such notice is
given.
The Company entered into an agreement to sell its Flexographic
Packaging Division on Nov. 11, 2018. The Company expects to close
the sale of FPD as early as April 1, 2019 but no later than May 1,
2019 and intends to use the proceeds of such sale to repay over
$300 million of the term loans outstanding under the Company's
First Lien Term Credit Agreement. The Company has also been
engaged in negotiations to refinance the portion of the First Lien
Term Loans that will not be paid from proceeds from the sale of
FPD. The Company intends to repay the First Lien Term Loans on or
before May 1.
The significant additional time required to make the requisite
chief executive officer certifications and evaluate and disclose
the effects of the explanatory paragraph expected to be in the
Report on the Company's obligations under the Credit Agreements,
all in the context of preparing to close the sale of FPD on
April 1, 2019 and working to refinance the remaining First Lien
Term Loans, has resulted in the Company being unable to file the
Form 10-K within the prescribed time period without unreasonable
effort or expense. The Company plans to file the Form 10-K no
later than the fifteenth calendar day after its prescribed due
date.
About Eastman Kodak
Eastman Kodak Company -- http://www.kodak.com/-- is a technology
company focused on imaging. The Company provides -- directly and
through partnerships with other innovative companies -- hardware,
software, consumables and services to customers in graphic arts,
commercial print, publishing, packaging,electronic displays,
entertainment and commercial films, and consumer products markets.
Kodak is headquartered in Rochester, New York.
Going Concern
The Company stated in its Quarterly Report for the period ended
Sept. 30, 2018, that it has $395 million of outstanding
indebtedness under the Senior Secured First Lien Term Credit
Agreement. The loans made under the First Lien Term Credit
Agreement become due on the earlier to occur of (i) the maturity
date of Sept. 3, 2019 or (ii) the acceleration of those loans
following the occurrence of an event of default. The Company also
has issued approximately $85 million and $96 million of letters of
credit under the Amended and Restated Credit Agreement as of Sept.
30, 2018 and Dec. 31, 2017, respectively. Should the Company not
repay, refinance or extend the maturity of the loans under the
existing First Lien Term Credit Agreement prior to June 5, 2019,
the termination date will occur under the Amended Credit Agreement
on that date unless the Amended Credit Agreement has been amended
in the interim. Upon the occurrence of the termination date under
the Amended Credit Agreement, the obligations thereunder will
become due and the Company will need to provide alternate
collateral in place of the letters of credit issued under the
Amended Credit Agreement.
As of Sept. 30, 2018 and Dec. 31, 2017, Kodak had approximately
$238 million and $344 million, respectively, of cash and cash
equivalents. $122 million and $172 million was held in the U.S. as
of Sept. 30, 2018 and Dec. 31, 2017, respectively, and $116 million
and $172 million were held outside the U.S. Cash balances held
outside the U.S. are generally required to support local country
operations and may have high tax costs or other limitations that
delay the ability to repatriate, and therefore may not be readily
available for transfer to other jurisdictions. Outstanding
inter-company loans to the U.S. as of Sept. 30, 2018 and Dec. 31,
2017 were $379 million and $358 million, respectively, which
includes short-term intercompany loans from Kodak's international
finance center of $81 million and $59 million as of Sept. 30, 2018
and Dec. 31, 2017, respectively. In China, where approximately $60
million and $108 million of cash and cash equivalents was held as
of Sept. 30, 2018 and Dec. 31, 2017, respectively, there are
limitations related to net asset balances that may impact the
ability to make cash available to other jurisdictions in the world.
Kodak had a net decrease in cash, cash equivalents, and restricted
cash of $109 million, $122 million, and $158 million for the years
ended Dec. 31, 2017, 2016, and 2015, respectively, and a decrease
in cash, cash equivalents, and restricted cash of $113 million for
the nine months ended Sept. 30, 2018.
As of Nov. 9, 2018, Kodak has debt coming due within twelve months
and does not have committed financing or available liquidity to
meet those debt obligations if they were to become due in
accordance with their current terms. In October 2018, Kodak
entered into a non-binding work letter with an existing lender
under the First Lien Term Credit Agreement and another potential
financing source, which outlines the terms and conditions of a
proposed new term loan facility. The proceeds from the proposed
new facility, if consummated, would be used to refinance the loans
under the First Lien Term Credit Agreement in full. The
non-binding work letter replaces the non-binding letter of intent
entered into during the third quarter of 2018. Under the
non-binding work letter, Kodak has agreed to work exclusively with
the potential financing sources to reach a binding commitment
letter setting out the key terms of the proposed new facility.
Kodak is currently in negotiations with the potential financing
sources regarding the terms of the proposed new facility, however,
there can be no assurance that Kodak and the potential financing
Kodak has retained an investment banker in connection with a sale
of its Flexographic Packaging segment and is in negotiations on an
exclusive basis to sell this segment. Net proceeds from any sale
of Kodak's Flexographic Packaging segment will be used to reduce
outstanding term loan debt. Under the terms of the First Lien Term
Credit Agreement, Kodak is required to maintain a Secured Leverage
Ratio. The Secured Leverage Ratio is generally determined by
dividing secured debt, net of U.S. cash and cash equivalents, by
consolidated EBITDA, as calculated under the First Lien Term Credit
Agreement. The consolidated EBITDA, as calculated under the First
Lien Term Credit Agreement, could be adversely affected by the sale
process or the sale of the Flexographic Packaging segment, which
could result in non-compliance with a debt covenant. Additionally,
Kodak is facing liquidity challenges due to negative cash flow.
Based on forecasted cash flows, there are uncertainties regarding
Kodak's ability to meet commitments in the U.S. as they come due.
Kodak's plans to improve cash flow include reducing interest
expense by decreasing the debt balance using proceeds from asset
sales, including the sale of the Flexographic Packaging segment;
further restructuring Kodak's cost structure; and paring investment
in new technology by eliminating, slowing, and partnering with
investors in product development programs. The sale of the
Flexographic Packaging segment and/or refinancing of the loans
under the First Lien Term Credit Agreement are not solely within
Kodak's control. Executing agreements for the sale or a
refinancing of the First Lien Term Credit Agreement and the timing
for a closing of the sale or a refinancing of the First Lien Term
Credit Agreement are dependent upon several external factors
outside Kodak's control, including but not limited to, the ability
of the Company to reach acceptable agreements with different
counterparties and the time required to meet conditions to closing
under a sale agreement or credit facility. Kodak makes no
assurances regarding the likelihood, certainty or timing of
consummating any asset sales, including of the Flexographic
Packaging segment, refinancing of the Company's existing debt, or
regarding the sufficiency of any such actions to
meet Kodak's debt obligations, including compliance with debt
covenants, or other commitments in the U.S. as they come due. Kodak
said these conditions raise substantial doubt about its ability to
continue as a going concern.
EDWARD ASSOCIATES: Premier Bank Objects to Disclosure Statement
---------------------------------------------------------------
Premier Bank, Inc., files a protective objection to the Combined
Disclosure Statement and Plan of Reorganization filed by Edward
Associates, LLC, to reserve its right to object to the Disclosure
Statement in the event the Agreed order is not entered by this
Court and the Disclosure Statement is not revised as provided in
the Agreed Order.
On March 8, 2019, the Debtor and Premier submitted the proposed
agreed order resolving Premier's Motion to Modify the Automatic
Stay. The Agreed Order resolves, in part, the disposition of
certain collateral securing Premier's claim in this case.
Counsel for Premier Bank, Inc.:
Julia A. Chincheck, Esq.
Michael R. Proctor, Esq.
Zachary J. Rosencrance, Esq.
BOWLES RICE LLP
600 Quarrier Street
Charleston, West Virginia 25301
Telephone: (304) 347-1100
Facsimile: (304) 343-3058
Email: jchincheck@bowlesrice.com
mproctor@bowlesrice.com
zrosencrance@bowlesrice.com
About Edward Associates
Edward Associates, LLC, based in Charleston, WV, filed a Chapter 11
petition (Bankr. S.D. W.Va. Case No. 18-20528) on Oct. 29, 2018.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Charles E.
Boll, II, manager. Caldwell & Riffee, led by partner Joseph W.
Caldwell, is the Debtor's bankruptcy counsel.
ELANAR CONSTRUCTION: Allowed to Continue Using Cash Until April 22
------------------------------------------------------------------
The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a second interim order
authorizing Elanar Construction Co. to use cash collateral to pay
post-petition expenses to third parties during the period of March
4 to and including April 22 2019, to the extent set forth on the
Budget plus 10%.
A final hearing on the Cash Collateral Motion is scheduled before
the Court on April 16, 2019 at 10:30 a.m.
In return for the Debtors' continued interim use of cash
collateral, Internal Revenue Service and John Deere Financial are
granted the following adequate protection for their purported
secured interests in the following: cash collateral equivalents,
including the Debtor's cash and accounts receivable, among other
collateral:
(1) The Debtor will permit the Secured Parties to inspect,
upon reasonable notice and within reasonable business hours, the
Debtor's books and records;
(2) The Debtor will maintain and pay premiums for insurance to
cover the Collateral from fire, theft and water damage;
(3) The Debtor will, upon reasonable request, make available
to the Secured Parties evidence of that which constitutes their
collateral or proceeds; and
(4) The Debtor will properly maintain the Collateral in good
repair and properly manage the Collateral.
(5) The Secured Parties are granted replacement liens,
attaching to the Collateral, but only to the extent of their
prepetition liens.
A full-text copy of the Second Interim Order is available at:
http://bankrupt.com/misc/ilnb19-01576-34.pdf
About Elanar Construction Co.
Founded in 2001, Elanar Construction is a privately held company in
the commercial & residential construction industry. The Company
sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-01576)
on Jan. 18, 2019. In the petition signed by Ross Burns, president,
the Debtor estimated assets of $1 million to $10 million and
liabilities of the same range. The case is assigned to Judge
Timothy A. Barnes. The Debtor is represented by Arthur G. Simon,
Esq. at Crane, Simon, Clar & Dan.
EMERALD ISLES: April 18 Evidentiary Hearing on Plan Outline Set
---------------------------------------------------------------
Bankruptcy Judge Cynthia C. Jackson is set to hold an evidentiary
hearing on April 18, 2019 at 2:00 p.m. to consider and rule on the
disclosure statement filed by Emerald Isles Holdings, LLC dba McK's
Tavern.
Objections to the proposed disclosure statement may be filed with
the Court at any time before or at the hearing.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/yye9mjqm from PacerMonitor.com at no charge.
About Emerald Isles Holdings
Emerald Isles Holdings, LLC, filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 18-04156) on July 12, 2018. In the petition
signed by its president, Scot A. Lawson, the Debtor estimated
assets and liabilities of less than $1 million. The Debtor is
represented by Chad T. Van Horn, Esq. of Van Horn Law Group, P.A.
EMPRESAS BENITEZ: Unsecureds' Recovery Increased to 5.42%
---------------------------------------------------------
Empresas Benitez Toledo Inc. filed an amended Chapter 11 plan and
accompanying disclosure statement that propose an increase of
general unsecured creditors' recovery to 5.42% from 3.68%.
GENERAL UNSECURED CREDITORS are impaired. The total unsecured
claims (whether claimed or listed) subject to distribution is
$2,876,189.48. CLASS 6 claimants shall receive from the Debtor a
non-negotiable, interest bearing at 4.00% annually, promissory note
dated as of the Effective Date. Creditors in this class shall
receive a total repayment of 5.42% of their claimed or listed debt
which equals $156,000.00 to be paid Pro Rata to all allowed
claimants under this class. Unsecured Creditors will receive
quarterly payments (every three months) payment of $6,908.58 to be
distributed pro rata among them. The payments will begin on month
13 after the effective date of the plan and will be completed on
month 84. The payment on $6,908.58 includes interest and the last
payment shall be made within 84 months of the effective date of the
Plan. These creditors will receive a total amount of $193,440.00
including the interest. If the effective date of the Plan is June
of 2019, the first payment will be made on July 2020.
CLASS 2: CONDADO 5, LLC are impaired. Creditor CONDADO 5 LLC.
filed, Claim Numbered 5 in the amount of $6,064,634.81. This claim
correspond to commercial loan secured with milk quota (personal
property) and real property (dairy farm). The amount of
$4,597,625.00 will be considered as secured amount (value of the
collaterals) and the remaining amount of $1,467,009.81 shall be
considered as unsecured amount and will be treated as per the
Unsecured Claims Class. Condado 5 LLC shall be treated according to
the Stipulation Dated March 12, 2019 filed on said date at Docket
No. 108 of case 18-02094-BKT11.
CLASS 3: FEDERACION DE ASOCIACIONES PECUARIAS are impaired. Secured
creditor Federacion filed Claim Numbered 3 in the total secured
amount of $1,405,385.82. Said amount is secured with mortgages over
personal property, machinery, equipment and personal guarantees and
personal properties from stockholders etc. The complete amount of
$1,405,385.82 will be deemed as secured and will be paid as
follows: The Debtor will continue with weekly payments of $1,000
per week to Federacion up to July of 2019, from here on the Debtor
will make weekly payments of $2,500.00 until the full payment of
the debt. The interest rate will be 4.25%.
CLASS 4: CRIM are impaired. The Centro de Recaudacion de Ingresos
Municipales (CRIM) filed Claim Numbered 2 in the total amount of
$9,384.86. The claimed secured portion of this claim is $8,800.80
and the remaining amount of $584.06 was claimed as unsecured. If
for some reason this debt cannot be settled with CRIM the debtor
will pay the secured amount in monthly installments of $400 per
month for 22 months and one las payment of $355.53. The amount
claimed as unsecured will be paid according to the Unsecured Claims
Class.
CLASS 5: ROCIMAR RIVERA are impaired. This Creditor has a secured
loan in the amount of $200,000 and it is secured with 110 head of
cattle with 2 births. These cows are currently part of the herd and
Debtor will retain them. This creditor will be paid $2,145.83 per
month per month for 120 continuous months. This payment includes
interest at 5.25%.
Upon confirmation of the Plan, the Debtor shall have sufficient
funds to make all payments then due under this Plan. The funds will
be obtained from the continuation of Debtor's Dairy Farm but
specifically the funds to pay Condado 5 LLC, Priority Taxes and
Classes of the Plan will come from the operation of Debtor’s
dairy farm business.
A full-text copy of the Amended Disclosure Statement dated March
13, 2019, is available at http://tinyurl.com/yy2xpp6mfrom
PacerMonitor.com at no charge.
About Empresas Benitez Toledo
Empresas Benitez Toledo Inc. is the fee simple owner of a dairy
farm located in Isabela, Puerto Rico, having an appraised value of
$1.88 million. The company previously sought bankruptcy protection
on Jan. 14, 2013 (Bankr. D. P.R. Case No. 13-00186).
Empresas Benitez Toledo sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-02094) on April 19,
2018. In the petition signed by Carlos R. Benitez Lopez,
president, the Debtor disclosed $6.94 million in assets and $8.26
million in liabilities.
Judge Enrique S. Lamoutte Inclan presides over the case.
EP ENERGY: Incurs $1.32 Billion Net Loss in 2018
------------------------------------------------
EP Energy LLC has filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $1 billion
on $1.32 billion of total operating revenues for the year ended
Dec. 31, 2018, compared to a net loss of $203 million on $1.06
billion of total operating revenues for the year ended Dec. 31,
2017.
As of Dec. 31, 2018, EP Energy had $4.18 billion in total assets,
$440 million in total current liabilities, $4.34 billion in total
non-current liabilities, and a total members' deficit of $599
million.
Liquidity Concerns
In May 2020, $182 million of the Company's senior unsecured notes
will mature. Based on its current forecasted EBITDAX (assuming
$55/barrel of oil), cash on hand, and remaining capacity under its
reserve-based revolving credit facility (the RBL Facility), the
Company projects that as of May 2020, it will not have sufficient
liquidity available to repay these notes and meet its working
capital needs and/or fund its planned capital expenditures.
"In order to address this projected shortfall in liquidity, we are
evaluating certain other sources of incremental liquidity,
including additional debt issuances or refinancings and asset
sales.
"If we are not successful in obtaining the necessary additional
liquidity, whether through executing one or more of these potential
actions or otherwise, and/or if commodity prices do not appreciably
increase prior to the filing date of our Quarterly Report on Form
10-Q for the period ending March 31, 2019, we would expect to
disclose in that Quarterly Report that, in the absence of executing
on these potential actions or commodity prices appreciably
increasing, there would be substantial doubt that we would be able
to continue as a going concern beginning in May 2020. In addition,
should we be required to include a going concern disclosure in our
year-end audited financial statements (in the absence of a waiver
or other suitable relief), the disclosure would result in an event
of default under the RBL Facility, after which the lenders
thereunder could accelerate the outstanding indebtedness. An event
of default under our RBL Facility could trigger cross-defaults
under our other debt agreements, including our senior secured term
loan and our senior secured and unsecured notes, which could also
result in the acceleration of those obligations by the lenders
thereunder. Even if we are able to implement such strategic
alternatives, they may be insufficient to meet our debt and other
obligations.
"Furthermore, such strategic alternatives may adversely affect our
creditors or our existing stockholders, potentially resulting in
the loss of all or substantially all of their investment in us."
A full-text copy of the Form 10-K is available for free at:
https://is.gd/RINP11
About EP Energy LLC
EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation
-- http://www.epenergy.com/-- is an independent exploration and
production company engaged in the acquisition and development of
unconventional onshore oil and natural gas properties in the United
States. The Company operates through a diverse base of producing
assets and are focused on providing returns through the development
of its drilling inventory located in three areas: the Permian basin
in West Texas, the Eagle Ford Shale in South Texas, and the
Altamont Field in the Uinta basin in Northeastern Utah. The Company
is headquartered in Houston, Texas.
* * *
In January 2018, S&P Global Ratings raised its corporate credit
rating on Houston-based exploration and production (E&P) company EP
Energy LLC to 'CCC+' from 'SD' (selective default). The outlook is
negative. "The upgrade reflects the announcement that EP has
completed exchanges of its unsecured debt, which we considered to
be distressed, for 1.5-lien secured debt due 2024. The rating
incorporates the new capital structure, which reflects the minimal
reduction of the company's debt as a result of the exchanges," S&P
said.
EP Energy LLC carries a 'Caal' Corporate Family Rating from Moody's
Investors Service.
EXCO RESOURCES: Amended Plan Incorporates D&O Settlement
--------------------------------------------------------
EXCO Resources, Inc. and its affiliates filed with the U.S.
Bankruptcy Court for the Southern District of Texas a disclosure
statement for its second amended joint chapter 11 plan.
The Amended Plan provides for either (a) the reorganization of the
Debtors as a going concern or (b) the sale of all or substantially
all of the Debtors' assets. The Debtors will make a final
determination regarding which path to pursue by the Disclosure
Statement Hearing.
The Amended Plan incorporates the D&O Settlement, pursuant to which
all potential claims and Causes of Action against the Insureds
covered by the D&O Policies that the Debtors, the Committee, or any
other party in interest have identified, asserted, could assert, or
could seek standing to assert against the Insureds in any manner,
have been fully and finally settled and resolved; provided that all
parties in interest may litigate the extent to which the proceeds
from such settlement are Encumbered by Liens held by Holders of
Allowed Secured Claims, or, in the alternative, are Unencumbered
assets available for the benefit of Unsecured Creditors.
Pursuant to the Amended Plan:
-- Holders of Allowed 1.5 Lien Notes Claims will receive either
their Pro Rata share of the Convertible Security or, in the event
of an All Asset Sale, the Liens securing such Claim, to the extent
of the Allowed Secured amount of such Claim; provided that to the
extent that an Allowed 1.5 Lien Notes.
-- A claim is an Unsecured Claim following successful
prosecution of a Secured Claim Challenge, the Holder of such
Allowed 1.5 Lien Notes Claim will receive its Pro Rata share,
together with all Holders of Allowed Unsecured Claims, of the
Unsecured Claims Recovery;
-- Holders of Allowed Secured 1.75 Lien Term Loan Facility
Claims will receive either their Pro Rata share of the Secured
Claims Recovery or, in the event of an All Asset Sale, the Liens
securing such Claim, to the extent of the Allowed Secured amount of
such Claim; provided that to the extent an Allowed Secured 1.75
Lien Term Loan Facility Claim is an Unsecured Claim following
successful prosecution of a Secured Claim Challenge, its Pro Rata
share, together with all Holders of Allowed Unsecured Claims, of
the Unsecured Claims Recovery, and
-- Holders of Second Lien Term Loan Facility Claims will receive
their Pro Rata share of the Unsecured Claims Recovery; provided
that if and to the extent such Claim is an Allowed Secured Second
Lien Term Loan Facility Claim, such Holder will receive either its
Pro Rata share of the Secured Claims Recovery or, in the event of
an All Asset Sale, the Liens securing such Claim, to the extent of
the Allowed Secured amount of such Claim.
A redlined copy of the Latest Disclosure Statement is available at
https://tinyurl.com/y6ptomof at dm.epiq11.com at no charge.
About EXCO Resources
EXCO Resources, Inc. (otc pink:XCOO) --
http://www.excoresources.com/-- is an oil and natural gas
exploration, exploitation, acquisition, development and production
company headquartered in Dallas, Texas, with principal operations
in Texas, North Louisiana and the Appalachia region. EXCO's
headquarters are located at 12377 Merit Drive, Suite 1700, Dallas,
Texas.
EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15,
2018. EXCO disclosed total assets of $829.1 million and total debt
of $1.355 billion as of Sept. 30, 2017.
The Debtors' cases have been assigned to the Honorable Marvin
Isgur.
The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis
LLP, as bankruptcy counsel; PJT Partners LP as financial advisor;
Alvarez & Marsal North America, LLC, as restructuring advisor; and
Epiq Bankruptcy Solutions, LLC, as claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee is represented by lawyers at
Jackson Walker LLP and Brown Rudnick LLP. Intrepid Partners LLC
and Jefferies LLC serve as the committee's investment bankers.
EXECUTIVE NON-EMERGENCY: April 10 Plan Outline Evidentiary Hearing
------------------------------------------------------------------
The Disclosure Statement explaining Executive Non−Emergency
Transportation Inc.'s Chapter 11 Plan is conditionally approved.
An evidentiary hearing will be held on April 10, 2019, at 02:00 PM
in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West
Washington Street, Orlando, FL 32801 to consider and rule on the
disclosure statement and any objections or modifications.
Creditors and other parties in interest shall file with the clerk
their written acceptances or rejections of the plan (ballots) no
later than seven days before the date of the Confirmation Hearing.
Any party desiring to object to the disclosure statement or to
confirmation shall file its objection no later than seven days
before the date of the Confirmation Hearing.
The debtor shall file a ballot tabulation no later than four days
before the date of the Confirmation Hearing.
About Executive Non-Emergency
Transportation Inc.
Executive Non-Emergency Transportation Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-03958) on June 29, 2018. At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$50,000. Judge Karen S. Jennemann oversees the case. Bartolone
Law, PLLC, is the Debtor's counsel.
FIRSTENERGY SOLUTIONS: Mansfield Indemnity Claimants to Get 23.7%
-----------------------------------------------------------------
FirstEnergy Solutions Corp. and affiliates filed with the U.S.
Bankruptcy Court for the Northern District of Ohio a disclosure
statement for their first amended joint plan of reorganization
dated March 9, 2019.
The latest plan modifies the treatment of the Mansfield Indemnity
Claimants in Class A7 and provides the estimated recovery for such
claimants. It states that the Mansfield Indemnity Claim against FES
will receive, on the Initial Distribution Date, cash equal to its
Pro Rata share of FES Unsecured Distributable Value. The aggregate
amount of value available for distribution to Holders of Allowed
Mansfield Indemnity Claims against FES will be subject to the
Distributable Value Adjustment Amount applicable to Class A7.
Estimated recovery for this class is 23.7%.
A copy of the Disclosure Statement dated March 9, 2019 is available
at https://tinyurl.com/y2uwuqh8 from Primeclerk.com at no charge.
About FirstEnergy Solutions Corp
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the Honorable
Judge Alan M. Koschik and their cases be jointly administered under
Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.
FLEXOGENIX GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Five affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Flexogenix Group, Inc. 19-12927
1000 S. Hope Street, Suite 103
Los Angeles, CA 90015
Whalen Medical Corporation 19-12928
Flexogenix North Carolina, PC 19-12929
Flexogenix Georgia, PC 19-12930
Flexogenix Oklahoma, PC 19-12931
Business Description: Flexogenix Group -- https://flexogenix.com
-- offers non-surgical solutions for knee
pain, osteoarthritis & injuries. Flexogenix
treatments have options for acute injuries
as well as chronic overuse conditions.
Flexogenix has locations in Atlanta,
Cary/Raleigh, Charlotte, Greensboro, Los
Angeles, and Oklahoma City.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Barry Russell
Debtors' Counsel: Jeremy Faith, Esq.
MARGULIES FAITH LLP
16030 Ventura Blvd Ste 470
Encino, CA 91436
Tel: 818-705-2777
Fax: 818-705-3777
E-mail: Jeremy@MarguliesFaithlaw.com
Flexogenix Group
Estimated Assets: $1 million to $10 million
Flexogenix Group's
Estimated Liabilities: $10 million to $50 million
The petition was signed by Iris Whalen, CEO.
A full-text copy of Flexogenix Group's petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/cacb19-12927.pdf
FLOYD E. SQUIRES: Examiner's $200K Sale of Eureka Property Approved
-------------------------------------------------------------------
Judge William J. Lafferty, III of the U.S. Bankruptcy Court for the
Northern District of California authorized Janina M. Hoskins, the
Examiner with Expanded Powers of the estate of the Floyd E. Squires
III and Betty J. Squires, to sell the real property located at 705
15th Street, Eureka, California, APN 005-042-008-000, to Craig
Wanek and/or his assigns for $200,000.
A hearing on the Motion was held on Feb. 13, 2019 at 10:30 a.m.
The sale is free and clear of the liens, claims, encumbrances and
interests.
The Examiner is authorized to pay (i) a real estate broker's
commission not to exceed 6% of the total sale price, which will be
split with the buyer's broker; (ii) the standard closing costs,
including but not limited to unpaid real property taxes, escrow
fees, if any, recording costs and the like; and (iii) per an
unexpired payoff statement obtained directly from Select Portfolio
Servicing, Inc.
The Order is effective upon entry, and the stay otherwise imposed
by Rule 62(a) of the Federal Rules of Civil Procedure and/or
Bankruptcy Rule 6004(h) will not apply.
Nothing in the Order (i) will prevent the City of Eureka from
enforcing any rights or remedies against the Property based upon
any condition or violation that arises or continues from and after
the closing; and (ii) will affect any rights that lienholders may
have against third parties, including but not limited to title
companies.
About the Squires
Floyd E. Squires, III, and Betty J. Squires filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017,
and are represented by David N. Chandler, Esq. of the Law Offices
of David N. Chandler.
Janina M. Hoskins was appointed as examiner of the Debtors on April
23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the
examiner's counsel.
FOLTS HOME: Files Joint Chapter 11 Plans of Liquidation
-------------------------------------------------------
Folts Home and Folts Adult Home, Inc. filed with the U.S.
Bankruptcy Court for the Northern District of New York a joint
disclosure statement in support of their chapter 11 plans of
liquidation.
Folts Home Class 5 consists of all holders of General Unsecured
Claims. Based upon its review of the Schedules and the Claims
Register maintained by the Bankruptcy Court in connection with the
Folts Home Chapter 11 Case, Folts Home estimates that the Folts
Home Class 5 Claims will aggregate approximately $5,075,948.28. The
Folts Home Class 5 Claims include General Unsecured Claims asserted
by trade vendors and others in the approximate aggregate amount of
$1,968,969.03 and by the DOH in the amount of $3,064,527.40 for
unpaid pre-receivership cash receipts assessments. The Folts Home
Class 5 General Unsecured Claims will be paid a dividend equal to
approximately 85.58% of their Allowed Claims, without interest. No
payment will be made to any claimant in this Class unless and until
(i) all Folts Home Class 1, 2, 3 and 4 Claims have been paid in
full; and (ii) such General Unsecured Claim has been fixed and
allowed by a Final Order of the Bankruptcy Court or determined to
be undisputed, liquidated and not contingent. Each holder of an
Allowed Folts Home Class 5 Claim shall receive a single, lump sum
payment from the Folts Home Cash on the Effective Date or the Date
of Allowance. This class is impaired.
The FAH plan has only two classes of creditors: The HUD secured
claim in Class 1 and the Administrative Convenience Claims in Class
2.
FAH estimates that, after paying the Allowed Administrative Expense
Claims totaling approximately $89,444.25 and the Allowed FAH Class
2 Administrative Convenience Claims totaling approximately
$58,070.50, the approximate sum of $4,316,910.36 will be available
to distribute to the holder of the FAH Class 1 Claim. The Allowed
FAH Class 1 Claim will be paid on the Effective Date from the FAH
Cash. At this time, FAH estimates that the holder of the Allowed
FAH Class 1 Claim will receive a Distribution equal to
approximately 43.83% of its Allowed Claim, in full satisfaction of
its FAH Class 1 Claim.
The Cash required to make the Distributions to Claimants under the
Plans will be funded from the Folts Home Sale Proceeds, the FAH
Sale Proceeds, and other Cash deposited in the Debtors' DIP
Accounts.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y49jwqda from Pacermonitor.com at no charge.
About Folts Home
Folts Home is a New York not-for-profit corporation and the owner
of a 163-bed long-term residential health care and rehabilitation
facility located at 100-122 North Washington Street, Herkimer, New
York. In addition to long-term skilled nursing and residential
care, Folts Home provides memory care to residents with dementia,
palliative care and respite care and operates an adult day care
program. Folts Home also offers rehabilitation services, like
physical, occupational and speech therapy, on both inpatient and
out-patient bases. Currently, Folts Home has approximately 218
active employees. Approximately 124 of the employees are
full-time, 60 are part-time and 34 employees are employed on a per
diem basis. None of Folts Home's employees are represented by labor
unions.
Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York. FAH
residents reside in separate apartments and are provided services
like daily meals, laundry, housekeeping and medication assistance.
FAH has approximately 22 active employees. Approximately 12 are
full-time employees and 10 are part-time employees. None of FAH's
employees are represented by labor unions.
Folts Home and FAH currently have average daily censuses of 145 and
69, respectively. Folts Home has 3 major payors: Medicare,
Medicaid and Excellus/Blue Cross. The majority of FAH residents
are government subsidized, with 58% covered by Social Security
Insurance and 42% private pay.
Folts Home and Folts Adult Home, Inc., filed separate, voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D.N.Y. Lead Case No. 17-60139) on Feb. 16, 2017. The
Hon. Diane Davis presides over the cases. Stephen A. Donato, Esq.,
at Bond, Schoeneck & King, PLLC, serves as the Debtors' counsel.
Folts Home and Folts Adult Home, Inc., through duly-appointed
receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton,
LLC, continue to operate their skilled nursing home and adult
residence businesses, respectively, and manage their properties as
debtors in possession.
William K. Harrington, the U.S. Trustee for Region 2, appointed
Krystal Wheatley as patient care ombudsman for the Debtors.
FREEDOM MORTGAGE: Moody's Rates Sr. Unsecured Notes 'B2'
--------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Freedom
Mortgage Corporation's senior unsecured notes. The issuer outlook
is stable.
RATINGS RATIONALE
The ratings reflect Freedom's B1 corporate family rating and its
historically strong profitability as well as solid capital level
with a ratio of tangible common equity (TCE) to tangible managed
assets (TMA) of around 20% as of 31 December 2018. Risk factors
offsetting these positive attributes include key man risk with
respect to its President and CEO Stanley Middleman as well as its
rapid recent loan growth.
The B2 senior unsecured note rating is based on the application of
Moody's LGD methodology and model, and is reflective of its
priority ranking in Freedom's capital structure.
The stable issuer outlook reflects Moody's expectation that the
company will be able to maintain strong profitability and solid
capital levels over the next 12-18 months.
WHAT COULD CHANGE THE RATINGS UP/DOWN
The ratings could be upgraded if the company is able to maintain
its strong profitability and solid capital levels for example
sustained profitability with net income excluding MSR fair value
marks to assets above 3.0% and tangible common equity to tangible
assets close to 20%. In addition, while the Ginnie Mae restriction
with respect to Freedom contributing VA loans to Ginnie Mae
multi-issuer MBS pools has been lifted, Moody's believes the
restriction demonstrated a weakness in Freedom's risk management
and corporate behavior. Therefore, positive ratings pressure could
occur if the company is able to demonstrate a strengthening in
corporate governance.
The ratings could be downgraded if the company's tangible common
equity to tangible managed assets falls below and is expected to
remain below 15%, profitability deteriorates with net income to
assets falling below and expected to remain below 2.0%, the
company's liquidity position weakens. Further material negative
regulatory actions or disclosure of a material operating weakness
could also be negative for the ratings.
FUBER LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Fuber LLC 19-10790
dba Bareburger
103 West 14th Street
New York, NY 10011
Midtown East NY LLC 19-10791
dba Bareburger
251 East 52nd Street
New York, NY 10022
Business Description: Fuber LLC and Midtown East are
restaurant companies doing business
as Bareburger, offering American
cuisine. The Restaurant also provides
vegetarian, vegan, and gluten free food
options.
Chapter 11 Petition Date: March 17, 2019
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Shelley C. Chapman
Debtors' Counsel: Daniel R. Wotman, Esq.
WOTMAN LAW PLLC
200 Park Avenue, Suite 1700
New York, NY 10166
Tel: 646-774-2900
Fax: 212-682-0278
E-mail: dwotman@wotmanlaw.com
Fuber LLC's
Estimated Assets: $1 million to $10 million
Fuber LLC 's
Estimated Liabilities: $100,000 to $500,000
Midtown East's
Estimated Assets: $1 million to $10 million
Midtown East's
Estimated Liabilities: $100,000 to $500,000
The petitions were signed by Michael Pitsinos, managing member.
A copy of Fuber LLC's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nysb19-10790_creditors.pdf
A full-text copy Midtown East's list of 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nysb19-10791_creditors.pdf
The full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/nysb19-10790.pdf
http://bankrupt.com/misc/nysb19-10791.pdf
Pending bankruptcy cases filed by affiliates:
Debtor Petition Date Case No.
------ ------------- --------
Columbus Village LLC 1/20/19 19-10171
FDI District LLC 1/20/19 19-10170
NGM Management Group LLC 1/20/19 19-10172
GLENWOOD PROPERTY: April 3 Auction of Brooklyn Property Set
-----------------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York authorized Glenwood Property Management
Corp.'s sales procedures in connection with the sale of the real
property located at 1822 Glenwood Road, Brooklyn, New York at
auction.
No later than seven business days after entry of the Order, the
Debtor (or its agents) will serve a copy of the Order and the
procedures approved thereby upon the following: (i) the Office of
the United States Trustee for the Eastern District of New York;
(ii) the secured creditors or counsel if known; (iii) all other
entities (or counsel therefor) known to have asserted any liens,
claims or encumbrances in or upon the Property; (vi) all federal,
state and local regulatory or taxing authorities or recording
offices that are reasonably known by the Debtor to have an interest
in the relief requested by the Motion; (v) all parties known by the
Debtor to have expressed a bona fide interest in acquiring the
Property; (vi) the Internal Revenue Service; (vii) the United
States Attorney's office; and (viii) all entities who have filed a
notice of appearance and request for service of papers in the
Debtor’s case and all creditors in the case.
The salient terms of the Bidding Procedures are:
a. The Property is being sold "as is, where is," "with all
faults," and free and clear of any and all monetary liens.
b. Initial Bid: $1.5 million
c. Deposit: $100,000
d. Auction: The Auction will be held on April 3, 2019 at 11:00
a.m. (ET) at the U.S. Bankruptcy Court, Eastern District of N.Y.,
Conrad B. Duberstein U.S. Courthouse, 271-C Cadman Plaza East,
Brooklyn, NY 11201-1800. It will be conducted by Mannion Auctions,
LLC.
e. Bid Increments: Incremental bidding amounts will be in the
discretion of Mannion.
f. Sale Hearing: April 3, 2019 at 2:00 p.m. (ET)
g. Closing: The closing will take place at the offices of
Vogel Bach & Horn, LLP, with offices at 30 Broad Street, 14th
Floor, New York, NY 10004.
As provided by Bankruptcy Rule 6004(h), the Procedures Order will
not be stayed for 14 days after the entry thereof and will be
effective and enforceable immediately upon the entry thereof.
A copy of the Sales Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Glenwood_Property_50_Order.pdf
About Glenwood Property Management
Glenwood Property Management Corp. is a fee simple owner of a real
property located at 1822 Glenwood Rd, Brooklyn, New York. The
property is a one-unit rental property valued by the company at
$1.4 million.
Glenwood Property Management sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42177) on April
19, 2018. In the petition signed by Rose Solny, owner, the Debtor
disclosed $1.39 million in assets and $1.03 million in liabilities.
Judge Carla E. Craig oversees the case. VOGEL BACH & HORN, LLP,
is the Debtor's counsel.
GNC HOLDINGS: BlackRock Has 7.3% Stake as of Dec. 31
----------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2018, it
beneficially owns 6,124,028 shares of common stock of GNC Holdings,
Inc., which represents 7.3 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/4U5dxI
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 Dec. 31, 2018, GNC had approximately 8,400 locations, of
which approximately 6,200 retail locations are in the United States
(including approximately 2,200 Rite Aid licensed
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings reported net income of $69.78 million for the year
ended Dec. 31, 2018, compared to a net loss of $150.26 million for
the year ended Dec. 31, 2017. As of Dec. 31, 2018, GNC Holdings
had $1.52 billion in total assets, $1.54 billion in total
liabilities, $98.80 million in preferred stock, and a stockholders'
deficit of $114.31 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 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.
GNC HOLDINGS: FMR LLC Owns 9.39% of Class A Shares as of Dec. 31
----------------------------------------------------------------
FMR LLC and Abigail P. Johnson disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission that as of Dec. 31,
2018 they beneficially own 7,877,006 shares of common stock of GNC
Holdings, Inc., which represents 9.390 percent of the shares
outstanding. Fidelity Series Intrinsic Opportunities Fund also
reported beneficial ownership of 5,939,600 Class A Shares.
Members of the Johnson family, including Abigail P. Johnson, are
the predominant owners, directly or through trusts, of Series B
voting common shares of FMR LLC, representing 49% of the voting
power of FMR LLC. A full-text copy of the regulatory filing is
available at no charge at: https://is.gd/QgUQGj
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 Dec. 31, 2018, GNC had approximately 8,400 locations, of
which approximately 6,200 retail locations are in the United States
(including approximately 2,200 Rite Aid licensed
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings reported net income of $69.78 million for the year
ended Dec. 31, 2018, compared to a net loss of $150.26 million for
the year ended Dec. 31, 2017. As of Dec. 31, 2018, GNC Holdings
had $1.52 billion in total assets, $1.54 billion in total
liabilities, $98.80 million in preferred stock, and a stockholders'
deficit of $114.31 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.
GRIFFITH FARMS: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: Griffith Farms, JV
PO Box 159
Hawley, TX 79525
Business Description: Griffith Farms, JV, is a privately held
company in Hawley, Texas that operates in
the crop farming industry.
Chapter 11 Petition Date: March 15, 2019
Court: United States Bankruptcy Court
Northern District of Texas (Abilene)
Case No.: 19-10048
Judge: Hon. Robert L. Jones
Debtor's Counsel: Max Ralph Tarbox, Esq.
TARBOX LAW, P.C.
2301 Broadway
Lubbock, TX 79401
Tel: (806)686-4448
Email: jessica@tarboxlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roy Eugene Griffith, partner.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb19-10048.pdf
List of Debtor's Seven Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Capital Farm Credit, PCA Inventory $228,025
PO Box 950
Stamford, TX 79553
Capital Farm Credit, PCA Accounts $42,701
PO Box 950 Receivable
Stamford, TX 79553
Capital Farm Credit, PCA Unknown
PO Box 950
Stamford, TX 79553
Capital Farm Credit, PCA Unknown
PO Box 950
Stamford, TX 79553
Capital Farm Credit, PCA Prepaid Items Unknown
PO Box 950
Stamford, TX 79553
John Deere $39,329
Financial
PO Box 650215
Dallas, TX
75265-0215
Kubota Credit Corp. $2,108
PO Box 0559
Carol Stream, IL 60132
HARAS SANTA: Plan Outline OK'd; May 8 Plan Confirmation Hearing Set
-------------------------------------------------------------------
Bankruptcy Judge Mildred Caban Flores issued an order approving
Haras Santa Isabel Inc.'s disclosure statement referring to a
chapter 11 plan of reorganization dated Dec. 13, 2018.
Acceptances or rejections of the Plan and any objection to
confirmation of the plan may be filed on/or before 14 days prior to
the date of the hearing on confirmation of the Plan.
A hearing for the consideration of confirmation of the Plan and of
such objections as may be made to the confirmation of the Plan will
be held on May 8, 2019, at 9:00 AM at the Jose V. Toledo Federal
Building and US Courthouse, 300 Recinto Sur Street, Courtroom 3,
Third Floor, San Juan, Puerto Rico.
The Troubled Company Reporter previously reported the Debtor's plan
of reorganization contemplates the sale of all of its assets to the
purchaser, including all of its real properties, thoroughbreds,
inventories, furniture, fixtures, improvements, equipment,
trademarks, trade names and supplies, and others, for $850,000. The
sale will be financed through a credit facility to be granted to
the purchaser by Puerto Rico Farm Credit.
The Debtor will effect all the payments on the effective date from
the proceeds of the sale of its assets and the estimated cash
balance in the Debtor's debtor-in-possession accounts. The total
distributions under the Plan are estimated in $901,000.
A full-text copy of the Disclosure Statement, dated December 13,
2018, is available for free at:
http://bankrupt.com/misc/prb18-07077-13.pdf
About Haras Santa Isabel
Haras Santa Isabel Inc. is a privately-held company in Coamo,
Puerto Rico, in the horse breeding business.
Haras Santa Isabel previously sought bankruptcy protection (Bankr.
D.P.R. Case No. 10-06672) on July 27, 2010.
Haras Santa Isabel again sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-07077) on Dec. 4, 2018.
At the time of the filing, the Debtor disclosed $2,579,669 in
assets and $8,787,638 in liabilities. The case is assigned to
Judge Enrique S. Lamoutte Inclan. The Debtor tapped Charles Alfred
Cuprill, Esq., at Charles A Cuprill, PSC Law Offices, as its legal
counsel.
HELIOS AND MATHESON: Delays Filing of 2018 Annual Report
--------------------------------------------------------
Helios and Matheson Analytics Inc. has filed a Notification of Late
Filing on Form 12b-25 with respect to its Annual Report on Form
10-K for its fiscal year ended Dec. 31, 2018. Because the market
value of the Company's common stock held by non-affiliates exceeded
$75 million as of the last trading day of the Company's fiscal
quarter ended June 30, 2018, Helios and Matheson became subject to
the requirement to include in its Annual Report on Form 10-K for
the fiscal year ended Dec. 31, 2018 an attestation report by its
independent registered public accounting firm regarding its
assessment of its internal control over financial reporting,
pursuant to Section 404 of the Sarbanes-Oxley Act. The Company
requires additional time to provide its independent registered
public accounting firm with the information and documentation
regarding its assessment of its internal control over financial
reporting to enable its independent registered public accounting
firm to provide the required attestation report. Due to the
foregoing, the Company requires additional time to complete the
2018 Annual Report.
About Helios and Matheson
Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a
provider of information technology services and solutions, offering
a range of technology platforms focusing on big data, business
intelligence, and consumer-centric technology. More recently, to
provide greater value to stockholders, the Company has sought to
expand its business primarily through acquisitions that leverage
its capabilities and expertise. The Company is headquartered in
New York City, has an office in Miami Florida and has an office in
Bangalore India.
Helios and Matheson reported a net loss of $150.8 million for the
year ended Dec. 31, 2017, compared to a net loss of $7.38 million
for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Helios and
Matheson had $132.70 million in total assets, $60.62 million in
total liabilities, and $72.08 million in total stockholders'
equity.
The report from the Company's independent accounting firm Rosenberg
Rich Baker Berman, P.A., in Somerset, New Jersey, 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 and negative cash flows
from operating activities. This raises substantial doubt about the
Company's ability to continue as a going concern.
HOOK AND BOIL: LDoR to Get $1,100 Per Month for 60 Months
---------------------------------------------------------
Hook and Boil, LLC, filed an amended Combined Plan and Disclosure
Statement proposing that the Louisiana Department of Revenue, which
has a priority claim of $66,585, will be paid over 60 months at a
monthly payment of approximately $1,100. The LDoR also filed claim
9 which claim is a priority claim of $178.57. This claim will be
paid in full within 30 days of confirmation of the plan.
Class 2: Allowed Unsecured Claims: Allowed unsecured claims will
share on a pro rata basis distributions totaling $10,000.00 which
will be paid on a quarterly basis beginning the end of the first
quarter after confirmation. Quarterly payments will be $500.00 per
quarter. This distribution to unsecured creditors will result in a
1.8% dividend.
Class 1. Secured: JP Morgan Chase Bank, NA: JP Morgan Chase Bank
has a secured claim of $100,000.00. The Debt is secured by the
Debtor’s movables. This debt will be paid by the Debtor over a 7
year period with monthly payments beginning 30 days after
confirmation. It will bear interest at the rate of 5.4% per annum.
Monthly payments will be $1,432.26.
The Debtor believes there will be enough income in the future to
pay claims as per this plan. The Debtor has stayed current on post
petition payments since the filing. Crawfish season will begin at
the restaurant December 21st, 2018. Since the filing the Debtor has
filed monthly operating reports. The Debtor anticipates income from
January through May will exceed the last six months because
crawfish will be sold.
A full-text copy of the First Amended Disclosure Statement dated
March 13, 2019, is available at http://tinyurl.com/yyvy9tozfrom
PacerMonitor.com at no charge.
About Hook and Boil
Hook and Boil, LLC, sought Chapter 11 protection (Bankr. W.D. La.
Case No. 18-50798) on June 28, 2018. In the petition signed by
Mark Alleman, manager/member, the Debtor estimated assets in the
range of $100,001 to $500,000 and debt of $500,001 to $1 million.
The Debtor tapped William C. Vidrine, Esq., at Vidrine & Vidrine,
as counsel.
ICONIX BRAND: Files Amended Certificate of Incorporation
--------------------------------------------------------
Iconix Brand Group, Inc., filed on March 13, 2019, a Certificate of
Amendment to its Amended and Restated Certificate of Incorporation
with the Secretary of State of Delaware to effect the Company's
previously announced one-for-ten reverse split of the Company's
outstanding common stock, par value $0.001 per share. The Reverse
Stock Split reduced the number of the Company's outstanding shares
of common stock from approximately 88.5 million shares to
approximately 8.9 million shares. The number of authorized shares
of common stock was not adjusted as a result of the Reverse Stock
Split. The Reverse Stock Split became effective at 12:01 a.m.
Eastern time on March 14, 2019 and the consolidated common stock
began trading on The Nasdaq Global Market on a split-adjusted basis
at market open on March 14, 2019.
About Iconix Brand
Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments. The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions. Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY brands. The Company licenses its brands to a network of
retailers and manufacturers.
Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016, and a net loss attributable to the Company
of $186.5 million in 2015. As of Sept. 30, 2018, the Company had
$711.3 million in total assets, $751.6 million in total
liabilities, $34.64 million in redeemable non-controlling interest,
and a total stockholders' deficit of $74.90 million.
The Company stated in its 2017 Annual Report that due to certain
developments, including the decision by Target Corporation not to
renew the existing Mossimo license agreement following its
expiration in October 2018 and by Walmart, Inc., not to renew the
existing Danskin Now license agreement following its expiration in
January 2019, and the Company's revised forecasted future earnings,
the Company forecasted that it would unlikely be in compliance with
certain of its financial debt covenants in 2018 and that it may
otherwise face possible liquidity challenges in 2018. The Company
said these factors raised substantial doubt about its ability to
continue as a going concern. The Company's ability to continue as
a going concern is dependent on its ability to raise additional
capital and implement its business plan.
INFOGROUP INC: Moody's Cuts CFR to B3 on Weak Operating Performance
-------------------------------------------------------------------
Moody's Investors Service downgraded Infogroup Inc.'s Corporate
Family Rating ("CFR") to B3 from B2 and Probability of Default
Rating ("PDR") to B3-PD from B2-PD. Moody's also downgraded the
rating for the company's first lien senior secured credit
facilities to B2 from B1. The rating outlook is negative.
"The downgrade reflects the company's weak operating performance
with low single digit revenue and earnings declines since its LBO
transaction in March 2017, and Moody's expectation that the trend
will persist over the next couple of years due to the rapidly
evolving and competitive nature of the industry. Moody's expects
debt-to-EBITDA leverage will remain high at over 6.5x over the next
12 to 18 months and cash flow generation to be very modest with
free cash flow to debt remaining around 1.5% to 2% over the next
year. Leverage is high relative to the company's valuation." said
Joanna Zeng O'Brien, Moody's lead analyst for Infogroup.
The negative outlook reflects the challenges to turn around the
operating declines with limited financial flexibility to invest for
future growth to stay competitive as well as liquidity pressure
that could build from weak projected free cash flow and covenant
step downs in 2019 and 2020.
Moody's took these ratings actions:
-- Issuer: Infogroup Inc.
-- Corporate Family Rating, downgraded to B3 from B2
-- Probability of Default Rating, downgraded to B3-PD from B2-PD
-- Senior Secured First Lien Revolving Credit Facility,
downgraded to B2 (LGD3) from B1 (LGD3)
-- Senior Secured First Lien Term Loan, downgraded to B2 (LGD3)
from B1 (LGD3)
Outlook Actions:
-- Outlook, revised to Negative from Stable
RATINGS RATIONALE
Infogroup's B3 CFR broadly reflects its high leverage with LTM (as
of September 30, 2018) Moody's adjusted debt-to-EBITDA of 6.6x
after deducting cash capitalized software and database development
cost as well as ongoing revenue and earnings pressure. The
marketing services industry is competitive and evolving rapidly
because of technology developments and the shift to digital
marketing. Infogroup's revenue and EBITDA declines in the low
single digit since its LBO transaction in March 2017 despite a
growing advertising market indicates challenges maintaining a
competitive service offering. High leverage and weak free cash flow
provide limited flexibility to invest to turn around the business.
The rating is also constrained by the company's modest scale,
exposure to cyclical trends in marketing expenditures, and event
and financial policy risk due to private equity ownership. However,
the rating is supported by the recurring nature of the marketing
projects for clients, broad proprietary business and consumer
database capabilities, and real-time data marketing solutions. The
rating also benefits from Infogroup's diversified customers base
and long term relationships.
The ratings could be downgraded if there is continued revenue and
earnings declines, EBITA-to-interest expense is less than 1.0x or a
deterioration of liquidity including weak or negative free cash
flow.
The ratings could be upgraded if the company delivers sustained
revenue and earnings growth, with Moody's adjusted debt-to-EBITDA
sustained below 5.5x and free cash flow as a percentage of debt
sustained above 5%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Infogroup is a provider of proprietary business and consumer data
and multi-channel marketing solutions to enterprise and SMB
customers. The company helps its clients to acquire new customers
and retain existing customers through a wide range of traditional
and digital marketing solutions including email, data processing,
digital display, data and database services. Since April 2017,
Infogroup has been owned by private equity sponsor Court Square
Capital Partners. LTM revenue as of September 30, 2018 was $315
million.
INPIXON: Hudson Bay Capital Files Schedule 13G with the SEC
-----------------------------------------------------------
Hudson Bay Capital Management LP and Sander Gerber disclosed in a
Schedule 13G filed with the Securities and Exchange Commission that
as of Dec. 31, 2018, they beneficially own 175,532 shares of Common
Stock of Inpixon. These shares of Common Stock are issuable upon
exercise of warrants and/or conversion of shares of convertible
preferred stock, which are each subject to a 9.99% beneficial
ownership blocker.
The percentage is calculated based upon 1,581,550 shares of Common
Stock outstanding as of Dec. 6, 2018, as reported in the Company's
Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with
the Securities and Exchange Commission on Dec. 7, 2018. The
percentage are based on the Company's total number of outstanding
shares of Common Stock and assume the exercise of warrants and the
conversion of the shares of convertible preferred stock held by
Hudson Bay Master Fund Ltd., subject to the 9.99% Blocker.
Pursuant to the terms of the Securities, the Reporting Persons
cannot exercise such warrants or convert such shares of convertible
preferred stock if the Reporting Persons would beneficially own,
after such exercise or conversion, more than 9.99% of the
outstanding shares of Common Stock. Consequently, at this time,
the Reporting Persons are not able to exercise or convert all of
the Securities due to the 9.99% Blocker.
Hudson Bay Capital Management LP serves as the investment manager
to Hudson Bay Master Fund Ltd., in whose name the Securities are
held. As such, the Investment Manager may be deemed to be the
beneficial owner of all shares of Common Stock, subject to the
9.99% Blocker, if any, underlying the Securities held by Hudson Bay
Master Fund Ltd. Mr. Gerber serves as the managing member of
Hudson Bay Capital GP LLC, which is the general partner of the
Investment Manager. Mr. Gerber disclaims beneficial ownership of
these securities.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/j8CtaE
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises worldwide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).
Inpixon reported a net loss of $35.03 million for the year ended
Dec. 31, 2017, compared to a net loss of $27.50 million for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, Inpixon had $12.99
million in total assets, $3.96 million in total liabilities and
$9.02 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2017, citing that
the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
IPS WORLDWIDE: Panel Hires Winderweedle Haines as Local Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of IPS Worldwide,
LLC, seeks authorization from the U.S. Bankruptcy Court for the
Middle District of Florida to retain Winderweedle Haines Ward &
Woodman, P.A., as local counsel to the Committee.
IPS Worldwide requires Winderweedle Haines to:
a. advise the Committee with respect to its rights, powers and
duties in the bankruptcy case;
b. assist and advise the Committee in its consultation with
the Debtor regarding the administration of the bankruptcy
case;
c. assist the Committee in analyzing the claims of the
Debtor's secured and unsecured creditors;
d. assists with the Committee's investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtor and the operation of the Debtor's businesses;
e. pursue avoidance actions which the Debtor refuse to pursue;
f. assist the Committee in its analysis of, and negotiations
with, the Debtor or any third party concerning matters
related to, among other things, the terms of a Chapter 11
Plan of the Debtor;
g. assist and advise the Committee with respect to its
communication with the general creditor body regarding
significant matters in this case;
h. represent the Committee at all hearings and other
proceedings;
i. review and analyze all applications, orders, statements of
operations, and schedules filed with the Court and advise
the Committee as to their propriety;
j. assist the Committee in preparing the pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives; and
k. perform such other legal services as may be required and
are deemed in the interest of the Committee in accordance
with the Committee's powers and duties as set forth in the
Bankruptcy Code.
Winderweedle Haines will be paid at these hourly rates:
Shareholders $320 to $510
Associates $205 to $325
Paralegals $100 to $175
Winderweedle Haines will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bradley M. Saxton, a partner at Winderweedle Haines Ward & Woodman,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtor; (b) has not been, within two years before the date of the
filing of the Debtor's chapter 11 petition, directors, officers or
employees of the Debtor; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtor, or for any other reason.
Winderweedle Haines can be reached at:
Bradley M. Saxton, Esq.
WINDERWEEDLE HAINES WARD
& WOODMAN, P.A.
Post Office Box 880
Winter Park, FL 32790-0880
Tel: (407) 423-4246
Fax: (407) 645-3728
About IPS Worldwide
IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 19-00511) on Jan. 25, 2019. In the petition signed by
William Davies, president, the Debtor estimated assets of less than
$50,000 and liabilities of $100 million to $500 million. The case
is assigned to Judge Karen S. Jennemann. The Debtor tapped Law
Offices of Scott W. Spradley, P.A., as its bankruptcy counsel.
The U.S. Trustee for Region 21 on Feb. 15, 2019, appointed three
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case. The Committee hired Elliott Greenleaf,
P.C., as bankruptcy counsel, and Winderweedle Haines Ward &
Woodman, P.A., as local counsel.
JAGUAR HEALTH: Amends Preferred Stock Certificate of Designation
----------------------------------------------------------------
Jaguar Health, Inc., with the written consent of the sole holder of
the Company's issued and outstanding Series A convertible
participating preferred stock, filed on March 14, 2019, a
Certificate of Amendment to the Certificate of Designation of
Series A Convertible Participating Preferred Stock of the Company
with the Secretary of State of the State of Delaware to (a) adjust
the conversion price of the shares of Series A Preferred Stock from
$2.775 per share to $0.2775 per share, provided that with respect
to the right to vote on an as-converted basis with holders of the
Company's common stock, holders of Series A Preferred Stock will
not be entitled to vote on any matter presented to the stockholders
of the Company to the extent that such vote would be in violation
of Nasdaq Listing Rule 5640, and (b) adjust the 30-day
volume-weighted average price threshold applicable to the Company's
optional redemption right and the preferred stockholders' mandatory
redemption right from $15.00 to $1.50. The Amendment became
effective upon filing with the Secretary of the State of Delaware.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Jaguar Health's
principal executive offices are located in San Francisco,
California.
Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health
had $46.12 million in total assets, $26.79 million in total
liabilities, $9 million in series A convertible preferred stock,
and total stockholders' equity of $10.32 million.
BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.
JAGUAR HEALTH: Sagard Capital Has 48.9% Stake as of March 14
------------------------------------------------------------
Sagard Capital Partners, L.P., Sagard Capital Partners GP, Inc.,
and Sagard Capital Partners Management Corp. disclosed in a
Schedule 13D/A filed with the Securities and Exchange Commission
that as of March 14, 2019, they beneficially own 33,149,556 shares
of common stock of Jaguar Health, which represents 48.9 percent of
the shares outstanding.
The Reporting Persons beneficially own in the aggregate 33,149,556
shares of Voting Common Stock issuable upon the conversion of
5,524,926 shares of Preferred Stock directly held by Sagard. None
of the other Reporting Persons directly holds any of the securities
or shares of Preferred Stock or shares of Common Stock disclosed in
this Statement.
Based on information provided by the Issuer, there are 34,625,654
shares of Voting Common Stock outstanding as of March 14, 2019. The
Reporting Persons beneficially own 5,524,926 shares of Preferred
Stock, which are currently convertible into an aggregate of
33,149,556 Shares pursuant to the terms of the Certificate of
Designation, as amended. As a result, on an as-converted basis,
each Reporting Person may be deemed to beneficially own 48.9% of
the outstanding shares of Voting Common Stock (on an as-converted
basis).
On March 13, 2019, Sagard entered into a Consent and Waiver with
the Issuer, pursuant to which the Issuer agreed to file an
amendment to the Certificate of Designation to lower the per share
conversion price of the Preferred Stock from $2.775 to $0.2775. The
Issuer's board of directors and Sagard, as the requisite holder of
Series A Preferred Stock, have approved the COD Amendment, the
Issuer filed the COD Amendment with the Secretary of State of the
State of Delaware on March 14, 2019, and the COD Amendment is now
effective.
The COD Amendment:
i. implements the New Series A Conversion Price, which results in
an increased as-converted percentage beneficial ownership for the
Reporting Persons reflected in this Amendment No. 3;
ii. limits the rights of the holders of Preferred Stock to vote
with the Voting Common Stock on an-as-converted basis, only if and
to the extent required by Nasdaq Rule 5640;
iii. with respect to the existing mandatory redemption rights of
the Preferred Stock, modifies the minimum VWAP price of the Voting
Common Stock which allows the holders of Preferred Stock to
exercise such redemption rights, such that the VWAP of the Voting
Common Stock must be less than $1.50 (not $15.00, as previously was
the case) in order for the holders of Preferred Stock to exercise
redemption rights; and
iv. with respect to the Issuer's call rights over the Preferred
Stock, modifies the minimum VWAP price of the Voting Common Stock
which allows the Issuer to exercise such redemption rights, such
that the VWAP of the Voting Common Stock need only be in excess of
$1.50 (not $15.00) in order for the Issuer to exercise call rights
over Preferred Stock.
In the Consent, conditioned upon, and in consideration of, the COD
Amendment, Sagard consented to the Issuer obtaining certain
financing in the future. The Reporting Persons expect that the
terms and conditions of any such Financing would be described in
the Issuer's Form 8-K regarding the Financing, to be filed with the
SEC if and when the Financing is consummated. Pursuant to the
Consent, Sagard also waived a portion of its preemptive rights
related thereto. If the Issuer effects such a Financing, and if
Sagard elects to participate in any such Financing, Sagard would be
issued securities in accordance with the terms of the Financing.
Sagard has indicated to the Issuer that it currently expects to
exercise such preemptive right, subject to, among other conditions,
the Issuer raising a requisite amount of Financing and certain
shareholder and board approvals.
Finally, the Consent contains various further assurances
commitments of the Issuer related to the COD Amendment, including
the duty to use best efforts to obtain listing with Nasdaq of the
additional shares of Voting Common Stock which are issuable upon
conversion of the Preferred Stock.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/dNDVA2
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Jaguar Health's
principal executive offices are located in San Francisco,
California.
Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health
had $46.12 million in total assets, $26.79 million in total
liabilities, $9 million in series A convertible preferred stock,
and total stockholders' equity of $10.32 million.
BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.
JERRY BATTEH: $85K Sale of Jacksonville Rental Property Approved
----------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Jerry Batteh's 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.
The Debtor is authorized to sign a deed and other related closing
papers for the Property and 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 will obtain an updated payoff prior to the closing of
the sale. The Creditor will receive the full amount of its payoff,
as set forth above. If the Debtor disputes the payoff amount, the
Court retains jurisdiction to determine the amount of the payoff
for the mortgage.
The Debtor will file a copy of the closing statement evidencing the
sale within 10 days of the date of the sale, and will include all
disbursements at closing on his quarterly operating report for this
period of time.
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.
LAT REALTY: NBT Bank Objects to Disclosure Statement
----------------------------------------------------
Secured creditor, NBT Bank, N.A., f/k/a Pennstar Bank, a division
of NBT Bank, N.A., objects to the approval of the disclosure
statement filed by LAT Realty, LLC
The Creditor objects to the proposed treatment as set forth in the
Disclosure Statement as it relates to both of its secured claims,
in that the Debtor is substantially delinquent in its repayment
obligations to the Bank on both of the Bank's secured claims.
The Creditor specifically maintains that the Debtor must address
the significant delinquent repayment obligations in the form of a
down payment towards same delinquencies.
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.
LBI MEDIA: Treatment of Unsecured Creditors Modified in New Plan
----------------------------------------------------------------
LBI Media, Inc. and its affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a modified second amended joint
chapter 11 plan dated March 8, 2019.
The latest plan modifies the treatment of general unsecured
creditors in Class 9 adding that each holder of a Rejection Damages
Claims or an Insider Indemnification Claim will receive payment in
Cash from the Reorganized Debtors in an amount equal to the
percentage recovery received by holders of Allowed Recovery Pool
General Unsecured Claims on account of such Recovery Pool Unsecured
Claims.
The plan also provides that if the Disbursing Agent makes a
distribution from the General Unsecured Claims Pool to holders of
Allowed Recovery Pool General Unsecured Claims, the Reorganized
Debtors will, on the same date, distribute Cash to holders of
Allowed Rejection Damages Claims and Allowed Insider
Indemnification Claims in an amount that will result in such
holder's percentage recovery equaling the percentage recovery
received by the Recovery Pool Unsecured Claims, provided that no
Insider Indemnification Claim shall be an Allowed Claim without the
consent of the Requisite Consenting First Lien Noteholders
A copy of the Modified Second Amended Joint Plan is available at
https://tinyurl.com/y346e6gx at dm.epiq11.com at no charge.
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.
LDE HOLDINGS: Given Until May 15 to File Reorganization Plan
------------------------------------------------------------
Judge Jerry Brown of the U.S Bankruptcy Court for the Eastern
District of Louisiana has issued an order extending LDE Holdings,
LLC's exclusive period to file a plan of reorganization and
disclosure statement to May 15.
In the same order, Judge Brown set July 10 for the next hearing on
the motion for relief from stay and for abstention filed by
Barcadia Bar and Grill New Orleans, LLC.
The automatic stay will remain in effect pending the conclusion of
the hearing on the motion.
About LDE Holdings
Based in New Orleans, Louisiana, LDE Holdings filed a voluntary
petition for relief under Chapter 11 of Title 11 of the United
States Code (Bankr. E.D. La. Case No. 18-12425) on Sept. 13, 2018,
listing under $1 million in assets and liabilities. The Petition
was signed by Alan "Chip" Abboud, Sr., managing member. Albert J.
Derbes, IV, Esq., at The Derbes Law Firm, L.L.C., is counsel to the
Debtor.
LOVEJOY'S FAMILY: Has Until July 30 to Solicit Plan Acceptances
---------------------------------------------------------------
Judge Scott Clarkson of the U.S. Bankruptcy Court for the Central
District of California issued an order granting, in part, and
denying, in part, Lovejoy's Family Moving, Inc.'s motion to extend
the exclusive periods to file a Chapter 11 plan and solicit plan
votes.
The order extended the exclusive solicitation period to July 30 but
denied Lovejoy's' request to extend the exclusive filing period as
moot as the company had already filed a plan last month.
About Lovejoy's Family Moving
Headquartered in Chula Vista, California, Republic Moving & Storage
Inc. -- https://www.republicmoving.com/ -- provides moving and
storage solutions for residential homes, military personnel, and
commercial businesses throughout Southern California and the
world.
Lovejoy's Family Moving sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-16624) on Aug. 6,
2018. In the petition signed by Joseph W. Lovejoy, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million. Judge Scott C. Clarkson
presides over the case.
Lovejoy's originally tapped Illyssa I. Fogel & Associates as its
legal counsel. The Debtor later hired Winthrop Couchot Golubow
Hollander, LLP as its new general insolvency counsel.
LUBY'S INC: Hodges Capital Has 5.9% Stake as of Dec. 31
-------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of shares of common stock of Luby's Inc. as of Dec. 31,
2018:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
Hodges Capital Holdings, Inc. 1,760,785 5.9%
Craig D. Hodges 1,760,785 5.9%
Hodges Capital Management, Inc. 1,760,785 5.9%
Hodges Fund 1,706,885 5.7%
The calculation of the percentage of beneficial ownership of the
Company's common stock is based upon 29,762,888 shares outstanding
on Jan. 23, 2019, as disclosed by the Company in its Quarterly
Report on Form 10-K for the fiscal year ended Dec. 19, 2018.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/t5p1Hm
About Luby's
Houston, Texas- based Luby's, Inc. (NYSE: LUB) --
http://www.lubysinc.com/-- operates 140 restaurants nationally as
of Dec. 19, 2018: 82 Luby's Cafeterias, 57 Fuddruckers, one
Cheeseburger in Paradise restaurants. Luby's is the franchisor for
103 Fuddruckers franchise locations across the United States
(including Puerto Rico), Canada, Mexico, the Dominican Republic,
Panama, and Colombia. Luby's Culinary Contract Services provides
food service management to 30 sites consisting of healthcare,
corporate dining locations, and sports stadiums.
Luby's reported a net loss of $33.56 million for the year ended
Aug. 29, 2018, compared to a net loss of $23.26 million for the
year ended Aug. 30, 2017. As of Dec. 19, 2018, Luby's had $208.89
million in total assets, $100.83 million in total liabilities, and
$108.05 million in total shareholders' equity.
Grant Thornton LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Aug. 29, 2018, noting that the
Company sustained a net loss of approximately $33.6 million and net
cash used in operating activities of approximately $8.5 million.
The Company's term and revolving debt of approximately $39.5
million is due May 1, 2019. The Company was in default of certain
debt covenants of its term and revolving credit agreements maturing
on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the
existing events of default resulting from any breach of certain
financial covenants or the limitation on maintenance capital
expenditures, in each case that may have occurred during the period
from and including May 9, 2018 until Aug. 24, 2018, and any related
events of default. Additionally, the lenders agreed to waive the
requirements that the Company comply with certain financial
covenants until Dec. 31, 2018, at which time the Company will be in
default without an additional waiver or alternative financing.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.
LUNA DEVELOPMENTS: Receiver Taps GlassRatner Capital as Accountant
------------------------------------------------------------------
Alan Barbee, court-appointed receiver for Luna Developments Group,
LLC, received approval from the U.S. Bankruptcy Court for the
Southern District of Florida to hire GlassRatner Capital & Advisory
Group, LLC as accountant.
The firm will review the Debtor's records for asset analysis and
recovery; prepare a preference and fraudulent avoidance analysis;
and assist the receiver in all tax matters.
GlassRatner is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Alan R. Barbee
GlassRatner Capital & Advisory Group, LLC
1400 Centrepark Boulevard, Suite 860
West Palm Beach, FL 33401
Email: abarbee@glassratner.com
About Luna Developments Group
The receiver for Luna Developments Group, LLC, a company based in
West Palm Beach, Florida, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 19-11169) for Luna Developments on Jan. 28, 2019. In
the petition signed by Alan Barbee, the receiver appointed by a
Florida state court, the Debtor disclosed $5,000,000 in assets and
$3,366,816 in liabilities. The Hon. Erik P. Kimball oversees the
case. Robert C. Furr, Esq., at Furr Cohen, serves as the Debtor's
bankruptcy counsel.
MAC CHURCHILL: Files Chapter 11 Plan of Liquidation
---------------------------------------------------
Mac Churchill, Inc. d/b/a Mac Churchill Acura filed with the U.S.
Bankruptcy Court for the Northern District of Texas a disclosure
statement in support of its chapter 11 plan of liquidation.
The Plan constitutes a liquidating chapter 11 plan for the Debtor
and serves as the mechanism for distributing the remaining assets
of the Estate. Except as otherwise provided by order of the
Bankruptcy Court, distributions to General Unsecured Creditors will
occur as soon as practicable on the later of (i) the Effective
Date; and (ii) the date on which the Claim becomes an Allowed
Claim. Distributions to Unknown Insurance Reserve Claimants will
occur within 60 days notice from American Financial and in
accordance with the terms of the Plan. Further, the American
Financial Settlement Payment will be paid within 60 days of the
Effective Date.
The Debtor has approximately 205 general unsecured creditors with
unsecured claims totaling approximately $4.6 million. However, this
amount does not include the disputed claims held by Sharbel Lattouf
and Ihmud ("Chris") Hamud whose alleged claims are $3,179,098.33
and $2,732,251.40, respectively. The general unsecured creditors
will participate in a Pro Rata distribution after the American
Financial Settlement Payment and the Insurance Reserve Fund Assets
are satisfied in the amounts of $375,000 and $200,000,
respectively. Not more than $200,000 of the American Financial
Settlement Payment will be paid by Auto Mall, a nondebtor, and the
Insurance Reserve Fund will be funded up to $200,000 depending on
outstanding administrative expenses. Because the Liquidating
Debtor's Assets are the only remaining asset following the Sale to
the Buyer, the Liquidating Debtor's Assets in the approximate
amount of $650,000 constitute the only assets from which to
distribute.
Accordingly, after payment of the American Financial Settlement and
the funding of the Insurance Reserve Fund Assets, it is estimated
that the amount of funds remaining for distribution to general
unsecured creditors would be no greater than $100,000. In such a
scenario, the return to general unsecured creditors would be
approximately 2.1% in the event the claims of Lattouf and Hamud are
disallowed and approximately 1% in the event they are allowed. The
estimated recovery also does not account for a reduction in the
overall pool of claims if objections to other claims are
successful. If the Plan is not confirmed, there will be no
possibility of recovery to unsecured creditors of the Debtor.
Except as provided in the Plan, the Confirmation Order, or the Plan
Documents all Estate Assets will vest in the Liquidating Debtor
free and clear of all Liens, Claims and Interests that existed
before the Effective Date. On the Effective Date, all Estate
Litigation Claims, including Avoidance Actions, if any, shall vest
in the Liquidating Debtor.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y3tlg6fn from Pacermonitor.com at no charge.
About Mac Churchill
Mac Churchill, Inc., doing business as Mac Churchill Acura --
https://www.macchurchill.com/ -- is a family-owned and operated
dealership offering new and pre-owned vehicles. The company serves
Denton, Arlington, Dallas, Irving, and Grapevine drivers from its
Fort Worth, Texas location. Mac Churchill also provides a number
of complimentary services, including a first-time oil change for
new car buyers, shuttle transportation within five miles, and a
loaner vehicle for repairs over two hours.
Mac Churchill, Inc., sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 18-41988) on May 21, 2018. In the petition signed by Mac
N. Churchill, president, the Debtor estimated assets and
liabilities in the range of $10 million to $50 million.
Judge Mark X. Mullin is assigned to the case.
The Debtor tapped John Y. Bonds, III, Esq., Joshua N. Eppich, Esq.,
and Brandon J. Tittle, Esq., at Bonds Ellis Eppich Schafer Jones
LLP, as counsel. Kelley Hart & Hallman, LLP as the Debtor's
special litigation counsel.
MAJOR EVENTS: Amends Treatment of Select Holdings' Secured Claim
----------------------------------------------------------------
Major Events Group LLC filed an amended disclosure statement
regarding its proposed chapter 11 plan of reorganization.
The latest plan amends the treatment of several classes of Claims,
including the secured claim of Select Holding LLC in Class 2 and
the secured claims of City of Philadelphia, Law Department in Class
3.
Class 2, Select Holdings LLC, is a secured claim with a mortgage on
1730 W. Indiana, St., Philadelphia, PA. The original balance on
this note was due July 18, 2016; the principal balance was
$45,000.00. Claim 6-1 was filed by Select Holdings LLC in the
amount $89,734.67; the amount to be paid per the Court Order dated
March 2, 2019 is $75,327.48. Claim 6-1 will be paid in full from
the sale of 327 Walnut St.; the Debtor will schedule a closing for
the sale of this property by March 31, 2019. The proceeds from the
sale will be sufficient to pay claim 6-1 in full. The post-petition
interest on the claim has been calculated at the Note rate of 7%
calculated through March 31, 2019 (interest accrues from petition
date to March 31, 2019). The post-petition interest calculated on a
360 day year, per the note. The interest is $5,844.15; the total
due is $81,171.63. This Claim is impaired.
Claim 3, City of Philadelphia, Law Department Tax Unit (Real Estate
Taxes and Trash Fees), $56,219.91, will be paid in full with 9%
interest from the date of filing of the petition until paid. Class
Three Claim is unimpaired; this claim receives 100% of the Claim as
of the Date of the confirmed plan. The Claim receives the statutory
interest until paid in full. The Municipal liens securing the City
of Philadelphia's tax claims shall remain on the real estate until
the closing. The Debtor shall timely file and pay all municipal
fees and all axes from federal and state authorities owed
post-petition.
Claim 2 in class 3 claims contains the real estate taxes due which
shall accrue interest a 9%, per statute, from the petition date
through the date the portion of this claim is paid in full.
A sale of the Debtor's real estate property's is being scheduled
for April 30, 2019. The sale of 113 N 62nd St., Philadelphia has
lien of approximately $30,000.00 for Philadelphia real estate
taxes, included in proof of Claim 2. The proceeds from the sale of
the building, sale price of $100,000.00 less costs of approximately
$10,000.00 will provide enough funds to pay Class 3 claims in their
entirety. The sale should be closed on or about April 30, 2019. The
portion of claim 2 has accrued interest post-petition through April
30, 2019 in the amount of $6,029.59; the total to be paid at
closing is $62,249.50, the total of Claim 2 and accrued
post-petition interest
A copy of the Amended Disclosure Statement dated March 8, 2019 is
available at https://tinyurl.com/y6makmyx from Pacermonitor.com at
no charge.
About Major Events Group
Major Events Group LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11123) on Feb. 20,
2018. In the petition signed by Antoine Gardiner, president, the
Debtor disclosed that it had estimated assets of less than $50,000
and liabilities of less than $50,000. Judge Eric L. Frank presides
over the case. The Debtor tapped Michael P. Kutzer, Esq., as its
legal counsel.
MANHATTAN JEEP: MJCD Unsecureds to Get 20-40% Under New Plan
------------------------------------------------------------
Manhattan Jeep Chrysler Dodge, Inc., f/d/b/a Manhattan Jeep
Chrysler Dodge RAM, and Manhattan Automotive, L.L.C., f/d/b/a
Manhattan Alfa Romeo Fiat, filed an amended Chapter 11 plan of
liquidation and accompanying disclosure statement to amend the
estimated recovery for general unsecured creditors.
Class 1A(MJCD) -1B (ARF). General, Unsecured Claims are impaired.
Unless otherwise agreed by a Holder of a General Unsecured Claim,
each Holder of a General Unsecured Claim shall be entitled to
receive its Pro Rata share in Cash from the Debtors as provided by
this Plan, provided that the face amount of all Administrative
Expense Claims , Priority Tax Claims, and U.S. Trustee Fees
entitled to greater priority than an Allowed General Unsecured
Claim have been paid in full on the Effective Date or either (i) to
the extent not paid in full, funds sufficient to satisfy the face
amount have been placed in a segregated reserve, or (ii) the Holder
of each Administrative Expense Claim or a Priority Tax Claim has
agreed to waive their right to a Distribution.
The estimated amount of general unsecured claims against MJCD is
$800,000, while the estimated amount of general unsecured claims
against ARF is $325,000. The estimated recovery of MJCD general
unsecured creditors is 20.% - 40%, while the estimated recovery of
ARF general unsecured creditors is 70% - 100%.
Class 2A(MJCD)-2B (ARF). Equity Interests are impaired. Upon entry
of a Final Decree, MJCD Equity Interests and ARF Equity Interests
shall be cancelled, extinguished, and of no further force and
effect, without the payment of any monies or consideration except
to the extent funds remain after payment in full of the Class 1A
Claims and Class 1B Claims, as the case may be.
In support of the its motion, Local 868 argued that: (1) the
General Claims Bar Date did not apply to the Local 868 Withdrawal
Claims because they arose after the Commencement Date; and (2) if
the Court concludes that the Local 868 Withdrawal Claims were
required to be filed by the General Claims Bar Date, that the Court
permit their untimely filing under Bankruptcy Rule 9006, because
their untimely filing was are result of "excusable neglect." The
Court held a hearing to consider Local 868's motions on February
27, 2019. During the hearing, the Court ruled, which ruling was
later memorialized in a bench decision dated March 4, 2019, that
the General Claims Bar Date applied to the Local 868 Withdrawal
Claims and directed the parties to schedule an evidentiary hearing
to determine whether there was "excusable neglect" for Local 868's
failure to file the claims by the General Claims Bar Date. If the
Bankruptcy Court deems Local 868's as timely filed, the Debtors
intend to then object to the allowance of the Local 868 Withdrawal
Claims. The extent to which the Local 868 Withdrawal Claims may be
Allowed will affect the recoveries realized by General Unsecured
Claims of both Debtors and Holders of Equity Interests in ARF.
On February 27, 2019, as a result of a consensual resolution of
MJCD's objection to the U.S. Bank Claim, the Bankruptcy Court
entered an order allowing the U.S. Bank Claim in the amount of
$210,146.51.
NYC Tax Claim consists of unpaid: (a) Commercial Rent Tax
(“CRT”) in the total amount of $662,262.14 for the period
6/1/2010 to 3/9/2018; (b) General Corporation Tax in the total
amount of $353,783.44 for the period 1/1/2015 to 3/9/2018; and (c)
Unincorporated Business Tax in the total amount of $95,859.88 for
the period 1/1/2015 to 3/9/2018. In the New York City Department
of Finance's response to the Debtors' objection to the NYC Tax
Claim they state that an unspecified portion of the unpaid taxes
CRT sought are owed by ARF. In addition, the response states that
the GCT is owed by ARF and the UBT is owed by MJCD. The Debtors
are conducting an investigation of the facts and circumstancing
relating to the NYC Tax Claim and are preparing to retain
accountants to assist them in the investigation and in connection
with the NYC Tax Claim. Unless a consensual resolution can be
reached with the NYC DOF, the Debtors intend to pursue disallowance
of all or a portion of the NYC Tax Claim and/or reclassification to
a General Unsecured Claim. The Debtors have sufficient Cash to
fully satisfy the New York Tax Claim if it is Allowed in full and
in its entirety as a Priority Claim. The extent to which the Local
868 Withdrawal Claims may be Allowed will affect the recoveries
realized by General Unsecured Claims of both Debtors and Holders of
Equity Interests in ARF.
A redlined version of the Amended Disclosure Statement dated March
13, 2019, is available at http://tinyurl.com/y5ydndsufrom
PacerMonitor.com at no charge.
About Manhattan Jeep
Manhattan Jeep Chrysler Dodge, Inc., is a family-owned and operated
car dealer based in New York. Manhattan Jeep offers a collection
of both new and used cars to customers in Manhattan, Queens, the
Bronx, and surrounding areas. The Company also offers car services
including oil changes and engine and transmission repairs. It also
provides state inspections and free body shop estimates and sells
vehicle parts.
Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive,
L.L.C., filed voluntary petitions for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10657 and
18-10661) on March 9, 2018. In the petitions signed by Patrick
Monninger, president of Manhattan Jeep, Manhattan Jeep estimated $1
million to $10 million in assets and $10 million to $50 million in
liabilities and Manhattan Automotive estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
The cases are assigned to Judge Michael E. Wiles. Eric J. Snyder,
Esq., at WILK AUSLANDER LLP, is the Debtor's counsel.
MARQUE MOTOR: Creditors to Receive 100% Under Proposed Plan
-----------------------------------------------------------
Marque Motor Coach, LLC filed with the U.S. Bankruptcy Court for
the District of Nevada a disclosure statement in conjunction with
its proposed chapter 11 plan.
The major premise of the Debtor's Plan is the repayment of 100% of
all amounts owed to all Creditors and to prevent the liquidating of
Debtor's business. The Debtor will continue to do provide services
to their customers, do business with their vendors, prevent the
termination of jobs and repay their creditors.
The Debtor will assume the role of disbursing agent under the Plan.
The Debtor will be entitled to continue to operate their business
and manage their financial affairs without further order of the
Court, except as otherwise set forth in the Plan. After
confirmation of the Plan, the Debtor will continue to manage their
financial affairs in the ordinary course.
The Debtor believes the Plan is feasible based upon projections of
income for the life of the Plan. The Debtor estimates that over the
course of a 60-month repayment plan a total of $2,439,126.80 would
be generated ($386,375.60 in total for the months of November --
February, and $2,052,751.20 for the months of March -- October).
This does not consider any additional increases in income and is
generally based on what revenue has been generated by the Debtor in
the past yearly cycles.
Distributions under the Plan will be made from the Debtor's
operations. The Debtor also intends to pursue additional bus income
and focus on more profitable bus routes and operations, like the
Grand Canyon, school charters or other long distance charters.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y6hwkyra from Pacermonitor.com at no charge.
About Marque Motor Coach LLC
Based in Las Vegas, Nevada, Marque Motor Coach, LLC is a
privately-held tour operator.
Marque Motor Coach sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 18-16355) on October 24,
2018. At the time of the filing, the Debtor disclosed that it had
estimated assets of $10 million to $50 million and liabilities of
$10 million to $50 million.
The Debtor tapped Cohen Johnson Parker Edwards and The Barnabi Law
Firm, PLLC as its legal counsel.
MARRONE BIO: Amends Bylaws to Modify Director Election Method
-------------------------------------------------------------
Effective March 15, 2019, the bylaws of Marrone Bio Innovations,
Inc. were amended and restated by the Company's Board of Directors
upon recommendation by the Nominating and Governance Committee of
the Board. The amendment and restatement modified Section 3.1 of
the Bylaws to provide that, in uncontested elections, directors
will now be elected by a majority of votes cast and entitled to
vote on the election of directors at any meeting for the election
of directors, rather than the plurality voting standard previously
utilized by the Company, and modified Section 3.4 of the Bylaws to
provide that a director resignation that is conditioned upon a
director failing to receive a specified vote for reelection as a
director may provide that it is irrevocable.
In connection with the amendment and restatement of the Bylaws, and
also upon recommendation by the Committee, the Board additionally
approved and adopted amendments to the Company's Corporate
Governance Guidelines. The Guidelines were amended to provide for
a director nominee to supply a conditional letter of resignation to
the Company's Secretary, which will be effective only in the event
that (i) such nominee receives a greater number of votes "withheld"
from his or her election than votes "for" such election and (ii)
such resignation is accepted by the Board, among other related
changes.
A full-text copy of the Amended Bylaws is available for free at:
https://is.gd/ib7F5Z
A full-text copy of the Corporate Governance Guidelines is
available for free at: https://is.gd/WV9zoc
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment. MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields. Supported by a robust portfolio
of over 400 issued and pending patents around its superior natural
product chemistry, MBI's currently available commercial products
are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.
The Company incurred a net loss of $30.92 million in 2017 and a net
loss of $31.07 million in 2016. As of Dec. 31, 2018, Marrone Bio
had $46.56 million in total assets, $33.63 million in total
liabilities, and 12.93 million in total stockholders' equity.
The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2008, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company's historical
operating results and negative working capital indicate substantial
doubt exists about the Company's ability to continue as a going
concern.
MARRONE BIO: Delays Filing of 2018 Annual Report
------------------------------------------------
Marrone Bio Innovations, Inc. has filed a Notification of Late
Filing on Form 12b-25 with the Securities and Exchange Commission
with respect to its Annual Report on Form 10-K for its fiscal year
ended Dec. 31, 2018. The Company said it is unable to file its
Annual Report on Form 10-K within the prescribed time period
because the Company has not been able to complete the coordination
and review of final changes to its Form 10-K and finalization of
the financial statements and the review thereof by its current and
former auditors. The Company expects to file the Form 10-K no
later than fifteen days after its original prescribed due date.
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment. MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields. Supported by a robust portfolio
of over 400 issued and pending patents around its superior natural
product chemistry, MBI's currently available commercial products
are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.
The Company incurred a net loss of $30.92 million in 2017 and a net
loss of $31.07 million in 2016. As of Dec. 31, 2018, Marrone Bio
had $46.56 million in total assets, $33.63 million in total
liabilities, and 12.93 million in total stockholders' equity.
The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2008, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company's historical
operating results and negative working capital indicate substantial
doubt exists about the Company's ability to continue as a going
concern.
MARVIN B. NGWAFON: Sandy Spring Bank Prohibits Cash Collateral Use
------------------------------------------------------------------
Sandy Spring Bank asks the U.S. Bankruptcy Court for the District
of Columbia to prohibit Marvin B. Ngwafon DDS MFS PC's use of its
cash collateral, or to condition such use as is necessary to
provide adequate protection to the Bank.
Sandy Spring Bank made three separate loans, one to each of the
Debtor, Marvin Ngwafon and Premiere Ortho-Pedo, LLC. As security
for repayment of its indebtedness, pursuant to the Security
Agreement, the Debtor granted and provided the Bank a security
interest in and lien against all assets of the Debtor, including,
among other things, including, without limitation, all of the
Debtor's inventory, chattel paper, accounts, equipment and general
intangibles, and all proceeds and products thereof.
Prepetition, Sandy Spring Bank obtained confessed judgments on all
three loans in the Circuit Court for Baltimore City, Maryland. As
of the Petition Date, the Debtor was indebted to the Bank in an
amount exceeding $1,170,000 pursuant to the confessed judgments.
The Debtor's counsel was advised in writing that Debtor did not
have Sandy Spring Bank's consent to use of its cash collateral, and
to date, no order has been entered by the Court permitting the
Debtor to use the Bank's cash collateral. As a result, Debtor is
prohibited from using Bank's cash collateral.
Based on the sworn testimony of Debtor's representative Marvin
Ngwafon at the first meeting of creditors held on Feb. 21, 2019,
the Debtor is continuing to operate and to impermissibly use Sandy
Spring Bank's cash collateral.
Counsel to Sandy Spring Bank
Bruce W. Henry, Esq.
Jeffery T. Martin, Jr., Esq.
Henry & O'Donnell, P.C.
300 N. Washington St., Suite 204
Alexandria, Virginia 22314
Phone: (703) 548-2100
About Marvin B. Ngwafon DDS MFS PC
Marvin B. Ngwafon DDS MFS PC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.D.C. Case No. 19-00035) on Jan. 12,
2019. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $50,000. The case
is assigned to Judge S. Martin Teel, Jr. The Weiss Law Group, LLC,
is the Debtor's counsel. Marvin B. Ngwafon, sole stockholder,
signed the Petition.
MATTHEW KNOWLES: $1.1M Sale of Properties to Grajales Okayed
------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Matthews Knowles and Sondra D.
Knowles to sell the following two real properties: (i) 24-26 Fruit
Street, Worcester, Massachusetts and (ii) 373-375 Pleasant Street,
Worcester, Massachusetts to Grajales Properties, LLC for $1.14
million.
The sale is free and clear of all Liens, with any such Liens will
attach to the Sale Proceeds.
The Debtors are authorized to pay to from Sale Proceeds real estate
broker Marcus & Millichap the brokerage fee of $68,400, 6% of the
sale price, pursuant to the terms of the Debtors Application to
Employ Matthew Pierce and the Firm of Marcus and Millichap as Real
Estate Broker. They're also authorized to pay from Sale Proceeds
the City of Worcester on account of real estate taxes and other
municipal assessments encumbering the Properties.
After payment of the Broker, the City, and customary closing costs
(not including the Debtors' counsel's fees), the Debtors are also
authorized to pay the net remaining Sale Proceeds to Northborough
Capital Partners, LLC.
For good cause established by the record in the case and
irrespective of Bankruptcy Rule 6004(h), the Order will be
effective immediately upon entry and no automatic stay of execution
applies with respect to the Order and the parties are authorized to
close the sale of the Properties without having to await the
passage of the 14-day period set forth in Bankruptcy Rule 6004(h).
Matthew S. Knowles and Sondra D. Knowles sought Chapter 11
protection (Bankr. D. Mass. Case No. 17-40277) on Feb. 16, 2017.
The Debtors tapped Stephan M. Rodolakis, Esq., at Fletcher Tilton &
Whipple, P.C. as counsel.
MAX ENTERPRISES: Seeks to Hire Chung & Press as Counsel
-------------------------------------------------------
Max Enterprises LLC seeks authority from the U.S. Bankruptcy Court
for the District of Maryland to employ Chung & Press PC, as counsel
to the Debtor.
Max Enterprises requires Chung & Press to:
a) assist and advise the Debtor relative to the administration
of this proceeding;
b) represent the Debtor before the Bankruptcy Court and
advise the Debtor on all pending litigations, hearings,
motions, and of the decisions of the Bankruptcy Court;
c) review and analyze all applications, orders, and motions
filed with the Bankruptcy Court by third parties in this
proceeding and advising the Debtor thereon;
d) attend all meetings conducted pursuant to section 341(a) of
the Bankruptcy Code and representing the Debtor at all
examinations;
e) communicate with creditors and all other parties in
interest;
f) assist the Debtor in preparing all necessary applications,
motions, orders, supporting positions taken by the Debtor,
and prepare witnesses and reviewing documents in this
regard;
g) confer with all other professionals, including any
accountants and consultants retained by the Debtor and by
any other party in interest;
h) assist the Debtor in negotiations with creditors or third
parties concerning the terms of any proposed plan of
reorganization;
i) prepare, draft and prosecute the plan of reorganization and
disclosure statement; and
j) assist the Debtor in performing such other services as may
be in the interest of the Debtor and the Estate and
perform all other legal services required by the Debtor.
Chung & Press will be paid at the hourly rate of $495.
Chung & Press will be paid a retainer in the amount of $5,000.
Chung & Press will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel Press, partner of Chung & Press PC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Chung & Press can be reached at:
Daniel Press, Esq.
CHUNG & PRESS PC
6718 Whittier Ave Ste 200
McLean, VA 22101
Tel: (703) 734-3800
Fax: (703) 734-0590
E-mail: dpress@chung-press.com
About Max Enterprises
Max Enterprises LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Md. Case No. 19-12901) on March 6, 2019. The Debtor hired
Grafton Firm, LLC, and Chung & Press PC, as attorneys.
MAX ENTERPRISES: Seeks to Hire Grafton Firm as Counsel
------------------------------------------------------
Max Enterprises LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Maryland to employ Grafton Firm, LLC, as
counsel to the Debtor.
Max Enterprises requires Grafton Firm to:
a) assist and advise the Debtor relative to the administration
of this proceeding;
b) represent the Debtor before the Bankruptcy Court and
advise the Debtor on all pending litigations, hearings,
motions, and of the decisions of the Bankruptcy Court;
c) review and analyze all applications, orders, and motions
filed with the Bankruptcy Court by third parties in this
proceeding and advising the Debtor thereon;
d) attend all meetings conducted pursuant to section 341(a) of
the Bankruptcy Code and representing the Debtor at all
examinations;
e) communicate with creditors and all other parties in
interest;
f) assist the Debtor in preparing all necessary applications,
motions, orders, supporting positions taken by the Debtor,
and prepare witnesses and reviewing documents in this
regard;
g) confer with all other professionals, including any
accountants and consultants retained by the Debtor and by
any other party in interest;
h) assist the Debtor in negotiations with creditors or third
parties concerning the terms of any proposed plan of
reorganization;
i) prepare, draft and prosecute the plan of reorganization and
disclosure statement; and
j) assist the Debtor in performing such other services as may
be in the interest of the Debtor and the Estate and
perform all other legal services required by the Debtor.
Grafton Firm will be paid at the hourly rate of $230.
Grafton Firm has received payment of $3,607 from the Debtor, of
which $1,890 was disbursed for pre-petition services and $1,717 for
filing and administrative fees.
Grafton Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William A. Grafton, partner of Grafton Firm, LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Grafton Firm can be reached at:
William A. Grafton, Esq.
GRAFTON FIRM, LLC
920 Providence Road 400A
Towson, MD 21286
Tel: (410) 870-9315
Fax: (443) 269-0224
E-mail: wgrafton@graftonfirm.com
About Max Enterprises
Max Enterprises LLC filed a Chapter 11 bankruptcy petition (Bankr.
D. Md. Case No. 19-12901) on March 6, 2019. The Debtor hires
Grafton Firm, LLC, and Chung & Press PC, as attorneys.
MCMAHAN-CLEMIS INSTITUTE: 9th Interim Cash Collateral Order Entered
-------------------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized McMahan-Clemis Institute
of Otolaryngology, S.C., to use cash collateral upon the terms and
conditions contained in the Agreed Ninth Interim Order to avoid
immediate and irreparable harm to the estate.
The Debtor's Motion for Use of Cash Collateral is continued for a
further hearing to March 27, 2019, at 10:00 a.m.
The Debtor may use the collateral and cash collateral to the extent
of its cash receipts for such months and plus or minus 10% of each
line item set forth on its Budget, up to and including March 31,
2019 and is further authorized to spend
(A) on deferred expenses owed to Larry J. Wolfe, CPA; SAK
Management; and Gregory K. Stern (i) any amount of cash collateral
received in excess of the Income projected for the month of March
2019, on its Budget for said respective months or (ii) not expended
on another expense enumerated in its Budget; and
(B) Cash Collateral received in excess of the sum of $160,000
in each of the month March 2019, on the allowed back wages to Dr.
McMahan including taxes owed thereon.
As partial adequate protection for Lake Forest Bank for the use of
its collateral, Lake Forest Bank: (a) is granted and will have
post-petition replacement liens, to the extent and with the same
priority as held prepetition, in and to the cash collateral and all
post-petition property of the Debtor of the same type or kind
substantially equivalent to the prepetition collateral; and (b)
will receive a monthly payment of $5,000 on March 1, 2019 (with a
grace period of 3 days).
As further adequate protection, Lake Forest Bank requires that the
Debtor retain a Chief Financial Officer. The Debtor is authorized
to contract with Nylani Alicea as CFO pursuant to the terms of an
Employment Agreement, which provides that the employment of Ms.
Alicea as CFO will not be terminated within one year period without
either the written consent of Lake Forest Bank or entry of an order
of the Court. The CFO will be provided with and will comply with
the Court's Orders and abide by the Cash Collateral Budgets.
Moreover, the Debtor is directed to use all best efforts to
establish at Wintrust Bank, as soon as practicable, a checking
account for all of its banking transactions. Ms. Alicea will be the
sole designated signatory thereon and utilize said account. Ms.
Alicea is authorized and directed to communicate with a designate
representative of Lake Forest Bank or Wintrust Bank regarding the
operational and financial conditions of the Debtor including
providing financial documents concerning the Debtor to said
designated representative.
A full-text copy of the Agreed Ninth Interim Order is available at
http://bankrupt.com/misc/ilnb18-17563-174.pdf
About McMahan-Clemis Institute
of Otolaryngology S.C.
McMahan-Clemis Institute of Otolaryngology, S.C., d/b/a Physician's
Hearing Aid Services, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-17563) on June
20, 2018. In the petition signed by John T. McMahan, president,
the Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million. Judge Lashonda A. Hunt oversees the case.
The Debtor is represented by Gregory K. Stern, P.C.
MIAMI BEVERLY: To Object to General Unsecured Claims
----------------------------------------------------
Miami Beverly LLC, 1336 NW 60 LLC, Reverend LLC, 13300 Alexandria
Dr Holdings LLC, and The Holdings At City, LLC, filed a first
amended joint Chapter 11 plan of reorganization and accompanying
First Amended Disclosure Statement.
Class 3 - General Unsecured Creditors. Claims in this class total
$2,411,205.80. The Debtors have filed an objection to the claims by
Miami Development & Holdings, LLC. The Debtors will further object
to the claims filed by Linda Leali in her individual capacity
and/or on behalf of her P.A. to determine the extent and validity
of her claims, if any, given the unknown sum detailed in the proof
of claim forms and the duplication of her claims filed in each of
the Debtors' cases. Moreover, the Debtors will seek to estimate her
claims for purpose of confirming this Plan. The Debtors will join
equity holders with their objection to the Claims asserted by
Gaynisha Williams, Nathanael Mars, Lakeisha Chatfield, Shannon
Daniels, Lakeisha Chatfield on Behalf of T.C., Linda Leali, Linda
Leali, P.A., and further reserve the right to object to any other
general unsecured claims asserted against the Debtors. Any allowed
general unsecured claims by holders of Class 3 Claims will be paid
in full at such time as the entry of a final, non-appealable order
or judgment, determining the validity, amount and extent of the
disputed claims, to the extent that any such claims are allowed.
The means necessary for the execution of this Plan include the
proceeds from the sale of the Real Properties. The Debtors may sell
the Real Properties together or separately, using its business
judgment, and upon Court approval. The Debtors have sought the
approval of bid procedures, sale, and other related matters through
the appropriate motion(s). The sale will be free and clear of any
and all liens, claims, encumbrances and other interests, except as
specifically set forth above.
A full-text copy of the Disclosure Statement dated March 11, 2019,
is available at https://tinyurl.com/y3qvdy9u from PacerMonitor.com
at no charge.
About Miami Beverly
Miami Beverly, LLC and its affiliates 1336 NW 60 LLC, Reverend,
LLC, 13300 Alexandria Dr. Holdings, LLC and The Holdings at City,
LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Lead Case No. 18-14506) on April 17, 2018. In
the petition signed by Denise Vaknin, manager, Miami Beverly
estimated assets of less than $50,000 and liabilities of less than
$500,000. Judge Laurel M. Isicoff presides over the cases. The
Debtor tapped Leiderman Shelomith Alexander + Somodevilla, PLLC, as
its legal counsel.
MICHAEL HANCOCK: UST's Response to Petal Property Sale Resolved
---------------------------------------------------------------
Judge Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has issued an order resolving
United States Trustee for Region 5 ("UST")'s Response to Michael
Sean Hancock's proposed sale of the real property located at 109a
Longleaf Dr., Petal, Mississippi to Josh Hancock, a brother of the
Debtor, for $90,000.
The UST's Response is resolved by including the following language
in any order approving the sale of the Property:
(a) Any proceeds from the sale of the Property will be placed
in a United States Trustee authorized DIP bank account, and such
proceeds will not be disbursed until further order of the Court.
Any new DIP bank account will be subject to the United States
Trustee's Chapter 11 Operating Guidelines and Reporting
Requirements.
(b) Within seven days after the sale of the Property closes,
pursuant to Fed R. Bankr. P. 6004(f)(1), the Debtor will file on
the Court docket a Report of Sale with a copy of the settlement
statement, bill of sale, and/or auctioneer's report.
Michael Sean Hancock sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 18-51989) on Oct. 11, 2018. The Debtor tapped
Jarrett Little, Esq., at Lentz & Little, PA, as counsel.
NCR CORP: Moody's Lowers CFR to B1; Outlook Stable
--------------------------------------------------
Moody's Investors Service downgraded NCR Corporation's Corporate
Family Rating ("CFR") to B1 from Ba3 and its Probability of Default
Rating ("PDR") to B1-PD from Ba3-PD. Moody's also downgraded the
ratings on the company's senior unsecured notes to B2 from B1 while
affirming the Speculative Grade Liquidity (SGL) rating of SGL-2.
The ratings downgrades reflect the meaningful decline in NCR's
operating performance and credit metrics over the past year and
Moody's concerns related to the company's ability to materially
reduce debt leverage from current elevated levels. The ratings
outlook is stable.
Moody's downgraded these ratings:
--- Corporate Family Rating-Downgraded to B1 from Ba3
--- Probability of Default Rating-Downgraded to B1-PD from Ba3-PD
--- Senior Unsecured Notes-Downgraded to B2-LGD5 from B1-LGD4
Moody's affirmed these ratings:
--- Speculative Grade Liquidity-SGL-2
Outlook Action:
--- Ratings outlook is Stable
RATINGS RATIONALE
NCR's B1 CFR is constrained by the company's elevated gross
leverage of more than 5.5x debt-to-EBITDA (Moody's adjusted and
including preferred equity), expectations for a challenging
operating environment within the company's core automated teller
machine ("ATM)" market over the coming year, and the company's
willingness to take on incremental credit risk to fund acquisitions
and shareholder returns. These risk factors are partially mitigated
by NCR's leading market position across its financial self-service
and retail point-of-sale hardware business, a growing proportion of
recurring revenues supported by long term contracts, and good
geographic and customer diversification. Additionally, the
company's credit profile should benefit from NCR's ongoing efforts
to enhance its offerings in higher growth, higher margin, and more
predictable software and services product lines that complement its
hardware portfolio and provide higher predictability in revenues
and, on balance, support stronger free cash flow ("FCF")
generation.
NCR's SGL-2 liquidity rating reflects the company's good liquidity,
with a cash of $464 million at December 31, 2018, and Moody's
expectation of approximately $340 million in FCF over the coming 12
months. NCR's liquidity is also supported by approximately $980
million of availability under the company's $1.1 billion revolving
credit facility and $100 million of incremental borrowing capacity
under a $200 million trade receivables securitization facility.
Moody's expects NCR to remain compliant with its financial
covenants over the next 12 months. The company's liquidity is an
important element of NCR's credit profile given seasonally weak FCF
trends in the first half of the year and periods of elevated
required capital expenditures to support product deployments.
The stable ratings outlook reflects Moody's expectation that NCR's
revenues will rise modestly in the year ahead while cost reduction
initiatives and a more profitable sales mix fuel more meaningful
gains in EBITDA growth. Debt-to-EBITDA is expected to decline
towards the low 5x level (6.5x including expensed capitalized
software) during this period while FCF/Debt levels approach 7%.
What Could Change the Rating -- Up
NCR's rating could be upgraded if the company demonstrates
sustained revenue growth, operating margin improvements, and
consistent levels of FCF with lower volatility. The rating could
also be considered for an upgrade if the company sustains adjusted
debt + preferred stock to EBITDA below 5x.
What Could Change the Rating -- Down
NCR's ratings could be downgraded if operating performance does not
improve as anticipated, there is a deterioration in NCR's
competitive position, or if the company maintains aggressive
financial policies, resulting in a meaningful increase in debt
leverage or continued declines in FCF.
The principal methodology used in these ratings was the Diversified
Technology published in August 2018.
NCR is a leading provider of ATMs as well as retail and
hospitality-oriented point of sale ("POS") terminals while also
offering software and global end-to-end services solutions to these
markets. Moody's projects the company to generate approximately
$6.5 billion in revenues in 2019.
NEW ENGLAND MOTOR: Hires WithumSmith Brown as Accountant
--------------------------------------------------------
New England Motor Freight, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ WithumSmith Brown, PC, as accountant to the
Debtors.
New England Motor requires WithumSmith Brown to provide tax
accounting services for tax year 2018.
WithumSmith Brown will be paid at these hourly rates:
Partners $450 to $715
Senior Managers $280 to $440
Managers $210 to $275
Senior Staffs $145 to $195
Staffs $75 to $110
WithumSmith Brown will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ivan C. Brown, a partner of WithumSmith Brown, PC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
WithumSmith Brown can be reached at:
Ivan C. Brown
WITHUMSMITH BROWN, PC
5 Vaughn Drive
Princeton, NJ 08540-6313
Tel: (609) 520-1188
Fax: (609) 520-9882
About New England Motor Freight
New England Motor Freight, Inc. -- http://www.nemf.com/-- provides
less-than-truckload (LTL) carrier services in the United States and
Canada. Founded in 1977, the company is based in Elizabeth, New
Jersey, and has terminals in the Northeast and Mid-Atlantic.
New England Motor Freight and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case
No. 19-12809) on Feb. 11, 2019. At the time of the filing, New
England Motor estimated assets of $100 million to $500 million and
liabilities of $50 million to $100 million.
The cases are assigned to Judge John K. Sherwood.
The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor
& Preston, LLP as special counsel; Phoenix Executive Services, LLC,
as restructuring advisor; and Donlin Recano as claims agent.
NORTHBELT LLC: Judge Okays Agreed Cash Collateral Final Order
-------------------------------------------------------------
The Hon. Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas has inked his approval to an Agreed
Final Order authorizing Northbelt, LLC to use cash collateral in
order to continue the operation of its business.
The Debtor is allowed to use proceeds of the Pre-petition
Collateral and the Post-petition Collateral solely for those
expenses and/or disbursements that are expressly permitted in the
Agreed Final Order and as shown on the Debtor's Budget plus 10% per
line item. The Debtor is also permitted to pay U.S. Trustee fees
incurred during its case.
Wilmington Trust, N.A., as Trustee for Morgan Stanley Bank of
America Merrill Lynch Trust 2014-C19, Commercial Mortgage Pass
Through Certificates, Series 2014-C19, claims first priority,
perfected prepetition liens in all of the Debtor's assets,
including liens on rents.
Wilmington is granted valid, binding, enforceable, and perfected
liens co-extensive with its pre-petition liens in all currently
owned or hereafter acquired property and assets of the Debtor, of
any kind or nature, whether real or personal, tangible or
intangible, wherever located, now owned or hereafter acquired or
arising and all proceeds and products, including, without
limitation, all accounts receivable, general intangibles,
inventory, and deposit accounts coextensive with their pre-petition
liens. As adequate protection, Wilmington is granted replacement
liens and security interests co-extensive with its pre-petition
liens.
During the pendency of the Agreed Final Order, (a) all cash
accounts of Debtor and all accounts receivable collections by
Debtor post-petition will be deposited in a separate cash
collateral account, being Debtor's debtor-in-possession accounts;
(b) the Debtor will maintain insurance on Wilmington's collateral
and pay taxes when due; and (c) the Debtor will deliver a copy of
its Monthly Operating Report to Wilmington's counsel by the 25th
day of each month for the prior month.
A copy of the Order is available at
http://bankrupt.com/misc/txsb19-30388-38.pdf
About Northbelt LLC
Northbelt, LLC, a lessor of real estate headquartered in Houston,
Texas, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 19-30388) on Jan. 28, 2019. At the time
of the filing, the Debtor estimated assets of $10 million to $50
million and liabilities of $10 million to $50 million. The case is
assigned to Judge Eduardo V. Rodriguez. Joyce W. Lindauer
Attorney, PLLC, is the Debtor's counsel.
NORTHERN OIL: Posts $143.7 Million Net Income in 2018
-----------------------------------------------------
Northern Oil and Gas, Inc., has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting net
income of $143.7 million on $678.9 million of total revenues for
the year ended Dec. 31, 2018, compared to a net loss of $9.19
million on $209.31 million of total revenues for the year ended
Dec. 31, 2017.
As of Dec. 31, 2018, Northern Oil had $1.50 billion in total
assets, $1.07 billion in total liabilities, and $429.86 million in
total stockholders' equity.
Liquidity and Capital Resources
The Company's main sources of liquidity and capital resources as of
the date of Macrh 18, 2019 have been internally generated cash flow
from operations, proceeds from equity and debt financings, credit
facility borrowings and cash settlements of derivative contracts.
The Company's primary uses of capital have been for the acquisition
and development of its oil and natural gas properties. The Company
continually monitors potential capital sources for opportunities to
enhance liquidity or otherwise improve our financial position.
One of the primary sources of variability in its cash flows from
operating activities is commodity price volatility. Oil accounted
for 84% of the Company's total production volumes in both 2018 and
2017. As a result, the Company's operating cash flows are more
sensitive to fluctuations in oil prices than they are to
fluctuations in natural gas and NGL prices. The Company continues
to maintain a robust hedging program to partially mitigate
volatility in the price of crude oil with respect to a portion of
its expected oil production. For the years ended 2018 and 2017, we
hedged approximately 64% and 62% of our crude oil production,
respectively.
As of Dec. 31, 2018, the Company had derivative swap contracts
hedging approximately, 6.9 million, 4.2 million and 1.3 million
barrels of oil in 2019, 2020 and 2021, respectively, at an average
price per barrel of $63.32, $61.01 and $61.18, respectively.
The low commodity price environment of the last several years
adversely affected the Company's business, financial position,
results of operations and cash flow. During this time, the Company
took steps to mitigate the effects of these lower prices,
including: implementing cost savings initiatives, adjusting its
capital expenditure budget, reviewing possible divestitures, and
other actions. In November 2017, the Company entered into a new
term loan credit agreement with TPG Specialty Lending, Inc. and the
lenders party thereto. The Company used the Term Loan Credit
Facility to retire and replace its prior revolving credit facility,
thereby addressing the near-term maturity of that prior facility
and eliminating the potential degradation in liquidity caused by
the prior facility's borrowing base re-determination feature. The
Term Loan Credit Facility provided the Company with additional
liquidity and financial flexibility to explore investment in asset
development, M&A opportunities, and meet its near- and medium-term
financial obligations.
After the closing of the Term Loan Credit Facility, the Company
continued to focus on reducing its outstanding debt and extending
its maturities while maintaining liquidity. On Jan. 31, 2018, the
Company entered into an exchange agreement (that was subsequently
amended) with certain holders of approximately $496.7 million, or
71%, of the aggregate principal amount of our 8.000% senior
unsecured notes due 2020, pursuant to which the Supporting
Noteholders agreed to exchange all of the Unsecured Notes held by
each such Supporting Noteholder for approximately $155.0 million of
our common stock and approximately $344.3 million in aggregate
principal amount of new senior secured second lien notes, subject
to various conditions. One of the conditions to closing the
Exchange Transaction, among others, was a requirement that the
Company raises at least $140 million in gross cash proceeds from
the sale of its common stock. The Company satisfied the Equity
Raise requirement with the combined proceeds from its April 2018
underwritten public offering of common stock and additional
proceeds from private subscription agreements for common stock that
closed simultaneously with the closing of the Exchange Transaction.
The Exchange Transaction closed on May 15, 2018.
After the closing of the Exchange Transaction (and related Equity
Raise), the Company continued to focus on reducing its outstanding
debt and addressing its nearest term maturity, which was its 8.000%
senior unsecured notes due 2020. From June-September 2018, the
Company entered into a number of independent, separately negotiated
exchange agreements with holders of its Unsecured Notes. Pursuant
to each such exchange agreement, the Company agreed to issue the
holder shares of its common stock in exchange for Unsecured Notes.
In total during 2018, the Company issued 32.8 million shares of
common stock in exchange for the retirement of $100.5 million in
principal amount of the Unsecured Notes pursuant to these exchange
agreements.
In October 2018, the Company completed a series of refinancing
transactions, including (i) the issuance of an additional $350
million in Second Lien Notes, (ii) the entry into a new revolving
credit facility to replace its Term Loan Credit Facility, (iii) the
retirement and repayment in full of its Term Loan Credit Agreement,
and (iv) the redemption and repayment in full of all remaining
outstanding Unsecured Notes. The Company continually seeks to
maintain a financial profile that provides operational flexibility.
However, a decline in the Company's realized commodity price could
have a negative impact on its ability to maintain its desired
levels of liquidity and/or raise additional capital.
As of Dec. 31, 2018, the Company had cash on hand of $2.4 million,
and its outstanding long-term debt consisted of (i) $140.0 million
of borrowings under its Revolving Credit Facility, leaving $285.0
million of additional committed borrowing availability under the
facility, and (ii) $695.1 million aggregate principal amount of
senior secured second lien notes due 2023.
"With our cash on hand, cash flow from operations, and borrowing
capacity under our Revolving Credit Facility, we believe that we
will have sufficient cash flow and liquidity to fund our budgeted
capital expenditures and operating expenses for at least the next
twelve months. However, we may seek additional access to capital
and liquidity. We cannot assure you, however, that any additional
capital will be available to us on favorable terms or at all.
"The increase in oil prices that we've experienced since late 2017
has increased our cash flows from operating activities, however, a
return to sustained lower oil prices could significantly reduce or
eliminate our planned capital expenditures. If production is not
replaced through the acquisition or drilling of new wells our
production levels will lower due to the natural decline of
production from existing wells. Reduced production levels combined
with low commodity prices would lower cash flow from operations and
could adversely affect our ability to meet the covenant
requirements under our debt agreements. While we were in
compliance with our financial covenants under the Revolving Credit
Facility at December 31, 2018, there is no assurance we will be
able to maintain compliance with covenants under our debt
agreements in the future.
In 2018, an increase in production and higher commodity prices have
increased our our cash flow from operations, which exceeded our
cash spend for drilling and development activities by $27.6 million
for the year ended December 31, 2018, excluding cash paid for the
acquisition of oil and natural gas properties. With higher
production and the impact of recent acquisitions, we anticipate
that we will continue to generate a cash flow surplus in future
periods (excluding cash paid for any acquisitions).
"Our recent capital commitments have been to fund drilling in the
Williston Basin and to fund acquisitions of acreage and oil and gas
properties. We expect to fund our near-term capital requirements
and working capital needs with cash flows from operations and
available borrowing capacity under our Revolving Credit Facility.
Our capital expenditures could be curtailed if our cash flows
decline from expected levels. Because production from existing oil
and natural gas wells declines over time, reductions of capital
expenditures used to drill and complete new oil and natural gas
wells would likely result in lower levels of oil and natural gas
production in the future," the Company stated in the SEC filing.
Working Capital
Northern Oil's working capital balance fluctuates as a result of
changes in commodity pricing and production volumes, collection of
receivables, expenditures related to its development and production
operations and the impact of its outstanding derivative
instruments.
At Dec. 31, 2018, the Company had a working capital deficit of $3.1
million, compared to a surplus of $29.2 million at Dec. 31, 2017.
Current assets increased by $75.7 million and current liabilities
increased by $108.0 million at Dec. 31, 2018, compared to Dec. 31,
2017. The increase in current assets in 2018 as compared to 2017
is primarily due to an increase of $115.9 million in the Company's
derivative instruments, due to the change in fair value as a result
of oil price projections, and higher accounts receivable of $49.5
million due to higher commodity prices and a 73% year-over-year
increase in production levels. The foregoing was partially offset
by a decrease in the Company's cash balance of $99.8 million as a
result of acquisitions of oil and natural gas properties as well as
replacing the term loan credit agreement with its new revolving
credit facility, which does not require the Company to carry large
amounts of cash due to its revolving nature. The change in current
liabilities in 2018 as compared to 2017 is primarily due to an
increase of $42.3 million in accounts payable primarily as a result
of increased development activity, contingent consideration
liabilities incurred of $58.1 million in connection with our
Pivotal and W Energy Acquisitions, and debt exchange derivative
liabilities incurred of $18.2 million. The foregoing was partially
offset by an $18.7 million decrease in derivative instruments.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/1OpfB2
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".
* * *
This concludes the Troubled Company Reporter's coverage of Northern
Oil & Gas until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
OMEROS CORP: BlackRock Has 8.1% Stake as of Dec. 31
---------------------------------------------------
BlackRock, Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that as of Dec. 31, 2018, it
beneficially owns 3,989,206 shares of common stock of Omeros
Corporation, which represents 8.1 percent of the shares
outstanding. A full-text copy of the Schedule 13G/A is available
for free at https://is.gd/V3Sp7O
About Omeros Corporation
Omeros Corporation -- http://www.omeros.com/-- is a
commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, complement-mediated diseases and disorders
of the central nervous system. The Company's drug product OMIDRIA
(phenylephrine and ketorolac intraocular solution) 1% / 0.3% is
marketed for use during cataract surgery or intraocular lens (IOL)
replacement to maintain pupil size by preventing intraoperative
miosis (pupil constriction) and to reduce postoperative ocular
pain. In the European Union, the European Commission has approved
OMIDRIA for use in cataract surgery and other IOL replacement
procedures to maintain mydriasis (pupil dilation), prevent miosis
(pupil constriction), and to reduce postoperative eye pain. Omeros
has multiple Phase 3 and Phase 2 clinical-stage development
programs focused on: complement-associated thrombotic
microangiopathies; complement-mediated glomerulonephropathies;
Huntington's disease and cognitive impairment; and addictive and
compulsive disorders. In addition, Omeros has a diverse group of
preclinical programs and a proprietary G protein-coupled receptor
(GPCR) platform through which it controls 54 new GPCR drug targets
and corresponding compounds, a number of which are in pre-clinical
development. The company also exclusively possesses a novel
antibody-generating platform. The Company is headquartered in
Seattle, Washington.
Omeros reported a net loss of $126.75 million for the year ended
Dec. 31, 2018, compared to a net loss of $53.48 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, Omeros had $95.93
million in total assets, $37.35 million in total current
liabilities, $1.57 million in lease obligation (net of current
portion), $148.98 million in unsecured convertible senior notes,
$8.17 million in deferred rent, and a total shareholders' deficit
of $100.15 million.
Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2018 stating that the Company has suffered
losses from operations and has stated that substantial doubt exists
about the Company's ability to continue as a going concern.
OUTLOOK THERAPEUTICS: Effecting 1-for-8 Reverse Stock Split
-----------------------------------------------------------
Outlook Therapeutics, Inc.'s Board of Directors have approved a
1-for-8 reverse stock split of the Company's common stock, which
became effective on March 15, 2019 immediately upon the filing by
the Company of a Certificate of Amendment to its Certificate of
Incorporation with the Secretary of State of the State of Delaware.
Beginning on March 18, 2019, the Company's common stock trades on
the Nasdaq Capital Market on a reverse stock split-adjusted basis
under the new CUSIP number 69012T206.
As previously disclosed, at the Company's Annual Meeting of
Stockholders held on Sept. 21, 2018, the Company's stockholders
approved a proposal authorizing the Company's Board of Directors to
effect a reverse stock split by a ratio of not less than
one-for-two and not more than one-for-ten.
The reverse stock split uniformly affects all issued and
outstanding shares of the Company's common stock. The reverse
stock split will not alter any stockholder's percentage ownership
interest in the Company, except to the extent that the reverse
stock split results in fractional shares. No fractional shares
will be issued in connection with the reverse stock split.
Stockholders who would otherwise be entitled to receive a
fractional share will instead receive a cash payment based on the
closing sales price of the Company's common stock on March 15,
2019. The par value of the Company's common stock will remain
unchanged at $0.01 per share after the reverse stock split.
The reverse stock split proportionately affects the number of
shares of common stock available for issuance under the Company's
equity incentive plans. All options, warrants, and convertible
securities of the Company outstanding immediately prior to the
reverse stock split will be adjusted in accordance with their
terms.
The reverse stock split will reduce the number of shares of common
stock issued and outstanding from approximately 94.1 million to
approximately 11.8 million. There is no change to the number of
authorized shares.
The Company's transfer agent, American Stock Transfer & Trust
Company, LLC (AST), is acting as the exchange agent for the reverse
stock split. AST will provide instructions to record stockholders
for receiving payment for any fractional shares.
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com/-- is a clinical-stage
biopharmaceutical company focused on developing its lead clinical
program, ONS-5010, a proprietary ophthalmic bevacizumab product
candidate for the treatment of wet age related macular degeneration
(wet AMD). ONS-5010 is currently in its first clinical trial,
which is being conducted outside of the U.S. and is designed to
serve as the first of two adequate and well controlled studies for
wet AMD.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017. As of Dec. 31,
2018, the Company had $18.70 million in total assets, $40.17
million in total liabilities, $4.88 million in total convertible
preferred stock, and a total stockholders' deficit of $26.35
million.
KPMG LLP's report on the consolidated financial statements for the
year ended Sept. 30, 2018, includes an explanatory paragraph
stating that the Company has incurred recurring losses and negative
cash flows from operations and has an accumulated deficit of $216.3
million, $13.5 million of senior secured notes that may become due
in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0
million of which is due on demand, and $3.6 million of which
matures Dec. 22, 2018, that raise substantial doubt about its
ability to continue as a going concern.
PHI INC: Moody's Lowers PDR to D-PD Amid Bankruptcy Filing
----------------------------------------------------------
Moody's Investors Service downgraded PHI, Inc.'s Probability of
Default Rating (PDR) to D-PD from Caa1-PD, Corporate Family Rating
(CFR) to Caa2 from Caa1 and its senior notes rating to Caa3 from
Caa2. Concurrently, Moody's affirmed PHI's SGL-4 Speculative Grade
Liquidity Rating. The outlook remains negative. These actions
follow the company's filing for voluntary Chapter 11 protection in
the US Bankruptcy Court for the Northern District of Texas. Moody's
will withdraw all ratings for the company in the near future.
Issuer: PHI, Inc.
Ratings Downgraded:
-- Probability of Default Rating, Downgraded to D-PD from Caa1-PD
-- Corporate Family Rating, Downgraded to Caa2 from Caa1
-- Senior Unsecured Notes, Downgraded to Caa3 (LGD4) from Caa2
(LGD4)
Ratings Affirmed:
-- Speculative Grade Liquidity Rating, Affirmed SGL-4
Outlook Actions:
-- Outlook, Remains Negative
RATINGS RATIONALE
PHI's Chapter 11 bankruptcy filing has resulted in a downgrade of
its PDR to D-PD. Moody's also downgraded the company's CFR to Caa2
and its senior notes rating to Caa3, reflecting Moody's view on the
potential recoveries. Shortly following this rating action, Moody's
will withdraw all PHI's ratings.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
PHI, Inc. is a Louisiana based provider of helicopter
transportation services primarily to the offshore oil and gas
industry in the Gulf of Mexico. The company also provides air
medical transportation services.
PLASTIC POWERDRIVE: $300K Sale of Machinery & Equipment Approved
----------------------------------------------------------------
Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Plastic PowerDrive Products, LLC's
sale of assets, comprised of machinery and equipment, described in
the Asset Purchase Agreement, to B & B Manufacturing, Inc. for
$300,000, cash.
The sale is free and clear of all liens, claims, and encumbrances,
with valid liens attaching to the sale proceeds only in the order
of priority.
Upon closing, the entire sale proceeds will be held in the IOTLA
trust account of the Debtor's attorney, Richard G. Larsen and
Springer Brown, LLC., and no disbursements will be made from the
sale proceeds except as authorized by Court order or by a confirmed
plan of liquidation, except that the Debtor is authorized to pay
the sum of $5,000 to lessor, DCT I575-1595 High Point Drive, LLC.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Plastic_PowerDrive_38_Sales.pdf
About Plastic PowerDrive Products
Plastic PowerDrive Products, LLC, has specialized in supplying
high-precision, plastic components to a wide range of demanding
industries such as: computer peripheral equipment, office machines,
power tools, medical devices, gaming equipment and
telecommunications.
Plastic PowerDrive Products filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
18-28907) on Oct. 15, 2018, listing under $1 million in assets and
liabilities. Richard G. Larsen, Esq., at Springer Brown, LLC,
represents the Debtor.
PRECIPIO INC: Files 15 Million Shares Registration Statement
------------------------------------------------------------
Precipio, Inc., has filed a Form S-1 registration statement with
the Securities and Exchange Commission relating to the offer and
sale of up to 15,000,000 shares of common stock, par value $0.01,
of Precipio, Inc. by Lincoln Park Capital Fund, LLC.
The shares of common stock being offered by the Selling Stockholder
have been or may be issued pursuant to the purchase agreement dated
Sept. 7, 2018 that the Company entered into with Lincoln Park. The
prices at which Lincoln Park may sell the shares will be determined
by the prevailing market price for the shares or in negotiated
transactions.
Precipio is not selling any securities under this prospectus and
will not receive any of the proceeds from the sale of shares by the
Selling Stockholder.
The Company's common stock is listed on The NASDAQ Capital Market
under the symbol "PRPO." The last reported sale price of the
Company's common stock on Jan. 29, 2019 was $0.19 per share.
A full-text copy of the prospectus is available for free at:
https://is.gd/WS283x
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market. The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.
The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph. Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016. As of Sept. 30, 2018,
Precipio had $24.65 million in total assets, $15.47 million in
total liabilities, and total stockholders' equity of $9.18 million.
PREMIERE ORTHO-PEDO: Sandy Bank Prohibits Cash Collateral Use
-------------------------------------------------------------
Sandy Spring Bank asks the U.S. Bankruptcy Court for the District
of Columbia to prohibit Premiere Ortho-Pedo PLLC's use of its cash
collateral, or to condition such use as is necessary to provide
adequate protection to the Bank.
Sandy Spring Bank made three separate loans, one to each of Marvin
B. Ngwafon DDS MFS, PC, Marvin Ngwafon and Premiere Ortho-Pedo. As
security for repayment of its indebtedness, pursuant to the
Security Agreement, the Debtor granted and provided the Bank a
security interest in and lien against all assets of the Debtor,
including, among other things, including, without limitation, all
of the Debtor's inventory, chattel paper, accounts, equipment and
general intangibles, and all proceeds and products thereof.
Prepetition, Sandy Spring Bank obtained confessed judgments on all
three loans in the Circuit Court for Baltimore City, Maryland. As
of the Petition Date, the Debtor was indebted to the Bank in an
amount exceeding $1,170,000 pursuant to the confessed judgments.
The Debtor's counsel was advised in writing that Debtor did not
have Sandy Spring Bank's consent to use of its cash collateral, and
to date, no order has been entered by the Court permitting the
Debtor to use the Bank's cash collateral. As a result, Debtor is
prohibited from using Bank's cash collateral.
Based on the sworn testimony of Debtor's representative Marvin
Ngwafon at the first meeting of creditors held on Feb. 21, 2019,
the Debtor is continuing to operate and to impermissibly use Sandy
Spring Bank's cash collateral.
Counsel to Sandy Spring Bank
Bruce W. Henry, Esq.
Jeffery T. Martin, Jr., Esq.
Henry & O'Donnell, P.C.
300 N. Washington St., Suite 204
Alexandria, Virginia 22314
Phone: (703) 548-2100
About Premiere Ortho-Pedo
Premiere Ortho-Pedo PLLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.D.C. Case No. 19-00034) on Jan. 12, 2019.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $50,000. The case is assigned
to Judge S. Martin Teel, Jr. Marvin B. Ngwafon, managing member,
signed the Petition.
PRESCRIPTION ADVISORY: May Obtain $50K Loan, Use Cash on Interim
----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has entered an interim order authorizing
Prescription Advisory Systems & Technology, Inc. (a) to obtain
post-petition financing in the aggregate principal amount of not
more than $50,000, and (b) to use cash collateral, including the
cash collateral in which pre-petition lender William Bast has lien
or interest.
The Final Hearing to consider entry of the Final Cash Collateral
Order and final approval of the DIP Facility is scheduled for March
28, 2019 at 10:00 a.m. Objections are due by no later than March
21.
The Debtor is authorized to establish the DIP Facility in
accordance with and subject to the terms of the Interim Order and
that certain DIP Term Sheet by and among the Debtor and William
Bast -- as lender under the DIP Term Sheet pre-petition lender. The
Debtor may obtain a senior secured superpriority loan facility,
which if approved on a final basis would consists of post-petition
financing in a total amount of $50,000.
The Debtor may use the proceeds of the DIP Facility, including the
cash collateral, to, among other things, make payments as permitted
by the Initial Budget for operating expenses -- general and
ordinary purposes of the Debtor, the satisfaction of interest, fees
and costs due under the DIP Term Sheet and for other administrative
expenses, including budgeted professional fees.
The DIP Lender is granted valid, binding, permanent, perfected,
continuing, enforceable, and non-avoidable right, title and
interest in, to and under all property of the estate of the Debtor
as provided in section 541 of the Bankruptcy Code whether existing
prior to the Petition Date or arising thereafter, including
property of the Debtor's estate as of the Petition Date, and all of
the Debtor's rights in property acquired post-petition whether now
existing or hereafter acquired or arising and all proceeds thereof
and recoveries related thereto, including the categories of
property, rights and interests enumerated in the DIP Term Sheet.
The DIP Lender is also granted (a) the DIP Liens on all of the DIP
Collateral, which DIP Liens are senior to all other liens, and (b)
superpriority administrative claims having recourse to all
prepetition and post-petition property of the Debtor's estate, now
owned or hereafter acquired and the proceeds of the foregoing.
The DIP Facility and the Debtor's right to use proceeds of the DIP
Facility and cash collateral will automatically terminate without
further notice or Court proceedings, unless extended with the prior
written consent of the DIP Lender, upon the earlier of:
(a) six months following the Petition Date;
(b) the date of acceleration of any outstanding borrowings
under the DIP Facility pursuant to an Event of Default;
(c) the date a plan of reorganization or plan of liquidation
for the Debtor becomes effective; or
(d) the date on which the Debtor agrees to a sale of all or
substantially all of its assets in one or more sales that the DIP
Lender does not consent to.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/deb18-12601-67.pdf
About Prescription Advisory
Prescription Advisory Systems & Technology, Inc. --
https://pastrx.com/ -- is a privately held company that developed a
prescription software to deal with prescription overdose epidemic.
The Company's product PASTRx is a software that helps doctors treat
patients with chronic pain and reduce the abuse of controlled
substances. Benefits of PastRx include valuable medical
information at a glance, ability to drill down for more detail,
automatic checks for many patient risks, reduction in clerical
work, and records of compliance. The company was incorporated in
2013 and is based in Jenkintown, Pennsylvania.
Prescription Advisory Systems & Technology, Inc. sought bankruptcy
protection on November 13, 2018 (Bankr. D. Del. Lead Case No. Case
No. 18-12601). In the petition signed by Richard G. Bunker, Jr.,
CEO, the Debtor estimated assets of $0 to $50,000 and liabilities
of $1 million to $10 million. The Debtor tapped Bielli & Klauder,
LLC as general counsel.
QUINCY ST III: Plan Modifies Treatment of Unsecured Claims
----------------------------------------------------------
Quincy St III Corp. filed a modified first amended disclosure
statement describing its first amended plan of liquidation.
In this filing, the Debtor discloses that the sale of the Debtor's
real property in Brooklyn, New York will take place within 30 days
after confirmation of the Plan, or on or about June 3, 2019, unless
extended under the terms of the auction for an additional limited
period of time not to exceed an additional 30 days. The
distribution should take place to undisputed creditors within 15
days after the sale or on or about June 18, 2019, and to disputed
creditors within 15 days after entry of a Final Court Order
approving and affirming the validity and availability of the claims
of such disputed creditors.
It is anticipated that distributions to be made to Classes 2, 3, 4,
5 and 6, administration creditors and the U.S. Trustee fees shall
be made by June 18, 2019 unless extended for 30 days. Distributions
shall be made to the Mortgagee upon a Final Order allowing the
Mortgagee’s claims. The net sales proceeds shall be deposited in
the Debtor's attorney's escrow account for distribution. Reserves
shall be set for disputed claims.
In the event the sales proceeds are insufficient to pay all classes
and administration expenses (except for Class 7), the Allowed claim
will be reduced by Transfer Tax Savings, carve out sums and Referee
fees, costs and expenses as provided in the Foreclosure Judgment.
Class 7 unsecured creditors will now be paid on a pari pasu basis
from the proceeds of sale of the Real Property after payments of
Classes 1-6 and administration claims and U.S. Trustee fees and to
the extent that there continues to exist balances with respect to
Transfer Tax Savings plus carve out plus Referee's fees and costs.
A redlined copy of the Modified First Amended Disclosure Statement
is available at https://tinyurl.com/y3jp99yf from Pacermonitor.com
at no charge.
About Quincy St III Corp
Quincy St III Corp., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 18-22294) on Feb. 22, 2018, estimating under $1
million in both assets and liabilities.
RCJM INC: Taps Baumeister Denz as Legal Counsel
-----------------------------------------------
RCJM, Inc., received approval from the U.S. Bankruptcy Court for
the Western District of New York to hire Baumeister Denz LLP as its
legal counsel.
The firm will advise the Debtor of its duties under the Bankruptcy
Code and will provide other legal services in connection with its
Chapter 11 case.
Arthur Baumeister Jr., Esq., the attorney who will be handling the
case, charges an hourly fee of $300.
The Debtor provided the sum of $10,000 to Baumeister Denz for legal
fees incurred prior to and after its bankruptcy filing.
Baumeister Denz neither holds nor represents any interest adverse
to the Debtor and its bankruptcy estate or creditors, according to
court filings.
The firm can be reached through:
Arthur G. Baumeister, Jr., Esq.
Baumeister Denz LLP
174 Franklin Street, Suite 2
Buffalo, NY 14202
Email: abaumeister@bdlegal.net
About RCJM
RCJM, Inc., which conducts business under the names Union Auto &
Truck Repair and Magic Auto Body, is a New York corporation, which
operates as a licensed auto and truck repair shop and body
collision shop, providing services primarily for governmental
agencies and commercial customers. It operates its business at
1560 Harlem Road, W-2, Cheektowaga, New York. Richard Jones, holds
a 100% percent shareholder interest in RCJM and is its president
and sole director.
RCJM voluntarily filed Chapter 11 petition (Bankr. W.D.N.Y. Case
No. 19-10161) on Jan. 31, 2019. At the time of the filing, the
Debtor estimated assets of less than $100,000 and liabilities of
less than $500,000. Judge Carl L. Bucki has been assigned to the
case. RCJM is represented by counsel, Baumeister Denz LLP.
RED FORK (USA): Files Chapter 11 Joint Plan of Liquidation
----------------------------------------------------------
Red Fork (USA) Investments, Inc. and affiliates filed a disclosure
statement in support of their joint plan of liquidation.
Substantially all of the Debtors' Assets were sold pursuant to
Section 363 of the Bankruptcy Code. The Plan is a plan of
liquidation, that, among other things, provides for (a) funding by
the DIP Lenders under the DIP Facility of the Plan Administration
Funding in an amount sufficient to pay allowed administrative
expense claims and allowed priority claims against the Debtors,
Plan Expenses, and distributions to the Holders of allowed general
unsecured claims (other than Deficiency Claims) in an amount equal
to approximately 5% of the allowed amount of such claims, and (b)
the appointment of a Plan Administrator to liquidate the Estates'
remaining Assets, if and to the extent such Assets were not
previously monetized to cash or otherwise transferred by the
Debtors prior to the Effective Date, and to distribute all net
proceeds of the Estates' remaining Assets to Holders of Allowed
Claims. The Debtors believe that the Plan accomplishes this
objective and is in the best interests of the Estates.
Under the Plan, all allowed administrative expense claims and
allowed priority claims against the Debtors will be paid in full on
or as soon as practicable after the Effective Date out of the Plan
Administration Funding, unless otherwise agreed by the Holders of
such claims. Holders of secured claims will either be paid in cash
or will receive the benefit of their collateral.
The Plan does not provide the DIP Agent and the Prepetition Agent
full payment on account of the DIP Administrative Claim or the
Prepetition Obligations. Nonetheless, the DIP Agent and the
Prepetition Agent agreed to the treatment under the Plan so that
there would be a recovery to unsecured creditors that they
otherwise would not receive if the case was converted to a chapter
7 case or dismissed. The DIP Agent and the Prepetition Agent are
effectively subordinating their claims so that (i) the Holders of
allowed general unsecured claims (other than Deficiency Claims)
would be able to receive an amount equal to approximately 5% of the
allowed amount of such claims and (ii) all allowed administrative
expense claims and allowed priority claims would be paid in full.
The Final DIP Order did not require that the DIP Agent and the
Prepetition Agent take such action, but the DIP Agent and the
Prepetition Agent undertook this additional obligation despite not
receiving complete satisfaction of their claims.
On and after the Effective Date, the Plan Administrator will act
for the Liquidating Debtors in the same fiduciary capacity as
applicable to a board of directors of a Delaware corporation
implementing such liquidation and wind-down as contemplated under
the Plan, subject to the provisions thereof, and shall, among other
powers, wind up the affairs of the Liquidating Debtors; use,
manage, sell, abandon and/or otherwise dispose of the remaining
property of the Estates; prosecute objections to Claims and any
litigation on behalf of the Liquidating Debtors; cause
distributions to be made on account of Allowed Claims pursuant to
the Plan; and take such other actions required under or consistent
with the Plan. The initial Plan Administrator will be Eugene I.
Davis, the current sole director of Red Fork.
A copy of the Disclosure Statement is available at
https://tinyurl.com/yxneba3k from Pacermonitor.com at no charge.
About Red Fork (USA) Investments and EastOK Pipeline
Red Fork (USA) Investments, Inc., and EastOK Pipeline, LLC, are in
the business of oil and gas drilling and exploration with various
assets located in Oklahoma.
Red Fork and EastOK sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-70116 and 18-70117)
on Aug. 7, 2018. In the petitions signed by Eugene I. Davis,
president and sole Board member, each debtor estimated assets of
$10 million to $50 million and liabilities of $100 million to $500
million. Judge Tony M. Davis presides over the cases. The Debtors
tapped Dykema Cox Smith as their legal counsel.
SAMHA FOODS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Samha Foods, Co., LLC
dba Samha Foods
dba Samha Foods, Company, LLC
fdba L & K Packing International, LLC
10261 Nebraska Ave
Omaha, NE 68134
Business Description: Samha Foods, Co. -- https://samha.us --
is a small family owned Korean food company
based out of Schleswig, Iowa and Omaha,
Nebraska. Started in Omaha as a supplier of
specialty cuts to Korean restaurants and
grocery stores, the Company expanded its
business to include pre-marinated beef and
pork.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
District of Nebraska (Omaha Office)
Case No.: 19-80424
Judge: Hon. Thomas L. Saladino
Debtor's Counsel: Howard T. Duncan, Esq.
KOENIG DUNNE P.C. LLO
1266 South 13th Street
Omaha, NE 68108
Tel: (402) 346-1132
Fax: (402)346-0151
E-mail: patrickp@koenigdunne.com
howardd@koenigdunne.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ton Kelly, president and secretary.
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/neb19-80424.pdf
SHIRLEY FOOSE MCCLURE: Trustee's $431K Sale of Maui Property Okayed
-------------------------------------------------------------------
Judge Geraldine Mund of the U.S. Bankruptcy Court for the Central
District of California authorized John P. Reitman, as Chapter 11
Trustee for the bankruptcy estate of Shirley Foose McClure, to sell
the residential real property located at 4365 Lower Hanoapiilani
Road #120, Lahaina, Hawaii ("Maui Property") to Thomas J. Flynn and
Vera S. Flynn for $431,000.
A hearing on the Motion was held on March 5, 2019 at 10:00 a.m.
The sale of the Maui Property is free and clear of liens, claims,
encumbrances and interests.
The Closing Date of the sale to the Purchasers will be a date to
which the Trustee and the Purchasers agree in writing, but in no
event later than: (i) 14 days after entry of the Order or, (ii) in
the event that this Order is stayed, the end of the first
continuous period of 14 days during which the Order is not subject
to a stay.
If the sale to the Purchasers does not close within: (i) 14 days
after entry of the Order or, (ii) in the event that the Order is
stayed, the end of the first continuous period of 14 days during
which this Order is not subject to a stay, for any reason other
than the fault of the Trustee, the Trustee may retain the entire
deposit amount of $10,000 submitted by the Purchasers and the
Trustee may elect to immediately terminate the process of selling
the Maui Property to the Purchasers.
The sale of the Maui Property will be free and clear of the
ownership interests of the Debtor and the J. McClure Interest, and
their predecessors and successors in interest; any unrecorded
equitable or legal interests in the Maui Property asserted by any
person or entity, or their respective predecessors and successors
in interest, unless such interests would be superior to the rights
of the Trustee; and the claims or interests asserted by any person
or entity, or their respective predecessors and successors in
interest, against the Estate which do not constitute liens against
or interests in the Maui Property.
Title Guarantee of Hawaii is authorized to pay from escrow: (a) all
current and delinquent property taxes on the Maui Property, if any,
and any penalties thereon; (b) a total commission equal to 5% of
the Purchase Price to the Brokers, collectively; and (c) all other
reasonable and customary escrow fees, recording fees, title
insurance premiums, and closing costs necessary and proper to
conclude the sale of the Maui Property costs of sale, including
title and escrow charges customarily paid by a seller. The Title
Guaranty will remit the Net Proceeds to the Trustee.
All other liens, claims, and interests in the Maui Property will
attach to the net sale proceeds remaining after payment of the
items listed.
Pursuant to section 363(m), absent a stay of the Order pending
appeal, the reversal or modification on appeal of this Order, or
any provision thereof, will not affect the validity of the sale
transaction approved hereby which is consummated prior to such
stay, reversal or modification on appeal.
About Shirley Foose McClure
Shirley Foose McClure commenced a bankruptcy case by filing her
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 13-10386) on Dec. 21, 2012.
The Debtor's estate is currently comprised of her interest in
parcels of real property in Southern California and Maui, cash and
claims asserted in two lawsuits against attorneys who formerly
represented her.
On July 12, 2016, the Court entered an order directing the Office
of the U.S. Trustee to appoint a chapter 11 trustee.
On Aug. 3, 2016, the Court entered its order approving the U.S.
Trustee's appointment of John P. Reitman as the trustee. LANDAU
GOTTFRIED & BERGER LLP is the Trustee's counsel.
SKYPATROL LLC: Seeks More Time to File Bankruptcy Plan
------------------------------------------------------
Skypatrol, LLC asked the U.S. Bankruptcy Court for the Southern
District of Florida to extend by 94 days the period during which
the company has the exclusive right to file a Chapter 11 plan and
solicit acceptances for the plan.
The extension, if granted by the court, would give the company more
time to resolve its litigation against VBI Group, LLC and Sam
Mahrouq, LLC (Skypatrol, LLC v. VBI Group, LLC, et al, Case No.
18-1107-RAM).
The resolution of the litigation will have a substantial effect on
the distribution to creditors given that the receivable due from
the sale of assets to VBI Group and Sam Mahrouq is considered as
Skypatrol's most significant asset. The company intends to either
resolve the litigation and prepare a plan that incorporates such
resolution or prepare a plan that takes into account the unresolved
litigation, according to court papers.
About Skypatrol
Skypatrol, LLC -- https://www.skypatrol.com/ -- provides integrated
Global Positioning System (GPS) tracking solutions serving many
markets including vehicle finance, fleet management, mobile asset
tracking, automobile dealerships, outdoor sports and motor sports.
Skypatrol has built innovative GPS tracking and fleet management
software tools uniquely combined with its proprietary GPS hardware
and software to help businesses monitor, protect and optimize
mobile assets in an increasingly machine-to-machine world.
Skypatrol systems operate on a wide variety of platforms including
Global System for Mobiles (GSM) and Code Division Multiple Access
(CMDA) cellular networks and dual mode Iridium satellite devices.
The Company was established in 2002 and is based in Miami,
Florida.
Skypatrol filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-24842) on Dec. 13, 2017. In the petition signed by CEO Robert
D. Rubin, the Debtor disclosed $3.63 million in total assets and
$7.39 million in total liabilities.
The case is assigned to Judge Robert A. Mark.
Tabas & Soloff, P.A., is the Debtor's bankruptcy counsel, and the
Law Offices of Robert P. Frankel, P.A., as special litigation
counsel.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Feb. 20, 2018. The Committee tapped
Perlman, Bajandas, Yevoli & Albright, P.L., as its legal counsel.
SOAS LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Soas, LLC
dba Island Drug
32170 SR 20
Oak Harbor, WA 98277
Business Description: Soas, LLC dba Island Drug is a Long Term
Care Pharmacy in Oak Harbor, Washington.
Soas is a pharmacy that dispenses medicinal
preparations delivered to patients residing
within an intermediate or skilled nursing
facility, including intermediate care
facilities for mentally retarded, hospice,
assisted living facilities, group homes, and
other forms of congregate living
arrangements.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Case No.: 19-10928
Judge: Hon. Marc Barreca
Debtor's Counsel: J. Todd Tracy, Esq.
THE TRACY LAW GROUP PLLC
720 Olive Way #1000
Seattle, WA 98101
E-mail: todd@thetracylawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Aaron Syring, authorized
representative.
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/wawb19-10928.pdf
SPN IP: Case Summary & 3 Unsecured Creditors
--------------------------------------------
Debtor: SPN IP LLC
6481 Orangethorpe Ave. Ste 12
Buena Park, CA 90620
Business Description: SPN IP LLC is a privately held company
in Buena Park, California. It is an
affiliate of SPN Investments Inc. dba
einflatables, a manufacturer of sporting and
athletic goods, including sports and fitness
equipment.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Case No.: 19-10944
Judge: Hon. Erithe A. Smith
Debtor's Counsel: Christopher J. Langley, Esq.
LAW OFFICES OF LANGLEY & CHANG
4158 14th St.
Riverside, CA 92501
Tel: 951-383-3388
Fax: 877-483-4434
E-mail: chris@langleylegal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Valentina Troshchiy, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at:
http://bankrupt.com/misc/cacb19-10944.pdf
SPYBAR MANAGEMENT: First Interim Cash Collateral Order Entered
--------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois first interim order authorizing
Spybar Management LLC to use Byline Bank's cash collateral.
The Debtor is authorized to use the Lenders' cash collateral to
fund working capital, operating expenses, fixed charges, payroll,
and all other general corporate purposes arising in the Debtor's
ordinary course of business only as shown on the Budget. However,
total disbursements under the Budget may not exceed 10% on a
total-disbursements cumulative basis and 10% on a line item
cumulative basis.
The adequate protection provided to the Lenders in the Interim
Order is only to the extent that the Lenders' asserted liens and
security interests in the Debtor's pre-Petition Date property are
perfected, valid, and not avoidable as of the Petition Date. The
following adequate protection is provided to the Lenders as
adequate protection of their asserted pre-petition security
interests in the Debtor's pre-Petition Date collateral:
(a) From the Petition Date until such time as the Debtor no
longer uses Byline Bank's Cash Collateral, the Debtor will deliver
to the Byline Bank the adequate protection payments detailed in
their first interim cash collateral budget.
(b) Lenders are each granted, from and after the Petition
Date, replacement liens and security interests in all of the
Debtor's assets, including, without limitation, all accounts,
receivables, goods, contract rights and chattel paper acquired by
the Debtor after the Petition Date, specifically including all cash
proceeds arising from such accounts receivables, goods, contract
rights and chattel paper acquired by the Debtor after the Petition
Date, in the same nature, extent, priority, and validity that such
liens, if any, existed on the Petition Date in the amount equal to
the aggregate diminution in value of the prepetition collateral to
the extent of their interests therein.
A copy of the First Interim Order is available at
http://bankrupt.com/misc/ilnb19-05128-13.pdf
About Spybar
Spybar is an Illinois limited liability company, organized on Jan.
8, 2008. In conjunction with a non-filing affiliate, Skyline
Management Co., the Debtor operates Spybar Chicago, a nightclub in
Chicago's vibrant River North neighborhood.
Spybar Management, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 19-05128) on Feb. 27, 2019. The case is assigned to
Judge Carol A. Doyle. The Debtor is represented by Gensburg,
Calandriello & Kanter P.C.
STEPHANIE CALLA: $2.2 Million Sale of New York Property Approved
----------------------------------------------------------------
Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York authorized Stephanie Calla's Sale of
her interest in the real property located at 259 West 132nd Street,
New York, New York to David Yourman and Katherine Leddick for $2.2
million.
A hearing on the Motion was held on Feb. 20, 2019.
The sale is free and clear of all liens, claims, encumbrances and
interest of whatever kind or nature therein or thereon.
A final closing report must be filed with the Court, directly
following the closing of the sale.
The distribution at closing be made to pay off the secured mortgage
creditor, U.S. Bank National Association, as Legal Title Trustee
for Truman 2012 SC2 Title Trust serviced by Rushmore Loan
Management Servicers LLC, (Proof of Claim 5-1 filed with PACER
Claims Register) in the amount listed in a valid and up to date pay
off letter provided by Rushmore Loan Managements Services, LLC or
its attorney.
The distribution at closing be made to the IRS regarding Proof of
Claim No. 3 as follows; the uncontested portion of the secured
claim in the amount of $22,147, be paid at closing; and the
contested balance of $94,174 of the secured claim to be held in
escrow, and to be paid upon resolution of the contested portion of
the secured IRS claim, by certified or cashier's check, or postal
money order made payable to the "U.S. Treasury," with a notation on
the payment of Debtor’s Social Security number and tax year, and
mailed to Sandra Feliu, Bankruptcy Specialist, Internal Revenue
Service, 290 Broadway, 5th Floor, New York, NY 10007.
Any remaining lien on the property will be paid at closing,
including a certain judgment lien in the amount owed of $81,902 for
restitution owed to the United States of America, with connection
to United States v. Stephanie Calla, 08 Cr. 724 (S.D.N.Y.), and
that the payment be made payable to the "Clerk of the Court" by
certified check or money order with the case name and docket number
08 Cr. 724 on the check, and mailed directly to United States
District Court, Attn: "Cashier," 40 Foley Square, Room 105, New
York, NY 10007.
The funds sufficient to pay Attorney Andrew Maloney, as proposed
closing counsel to the Debtor, be held in escrow pending approval
by the Court of Mr. Maloney's retainer and fee application.
Any expiration or deadline date contracted in the respective
contract for purchase are extended to comply with the requirements
of the Order.
The 14-day stay of the Order pursuant to Fed. R. Bankr. P. 6004(h)
is waived, for cause, and the Order is effective immediately upon
its entry
.
A copy of the instant Order may be recorded with the deed for the
Property as evidence of the free and clear nature of the Sale.
Except as expressly provided herein or in the Contract of Sale, all
parties will bear their own attorneys cost with respect to the
Motion and the effectuation of the transfer of the Property.
Stephanie Calla sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 16-12993) on Oct. 25, 2016. The Debtor tapped Arlene
Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates, PLLC as
counsel.
SUMMIT FINANCIAL: Committee Plan Proposes Loan Portfolio Collection
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors filed a combined plan
of reorganization and disclosure statement for Summit Financial
Corp dated March 11, 2019.
Class 2 under the Committee plan consists of Allowed General
Unsecured Claims. The Committee estimates that, excluding the OD
Lender Claims, the aggregate amount of Allowed Class 2 Claims is
approximately $19 million. Upon the Effective Date, Holders of
Allowed Class 2 Claims, excluding any claim(s) of the ABL Lenders
and any Subordinated Class 3 Claims, will receive in respect of
their Class 2 Claims, a pro-rata share of (i) 5% of the Net Cash
collected on the Debtor's Loan Portfolio after payment of the
Collection Expenses associated with collection of such Loan
Portfolio, until the Net ABL Lenders Claim and accrued interest is
satisfied and paid in full; and (ii) 100% of the Net Cash collected
on the Debtor's Loan Portfolio after payment of the Collection
Expenses associated with collection of such Loan Portfolio after
satisfaction and payment in full of the Net ABL Lenders Claim and
accrued interest; (iii) any net recoveries by the Liquidating Agent
in respect of any Avoidance Claims and Causes of Action asserted
against third parties; and (iv) any other monies recovered or
collected by the Liquidating Agent in furtherance of his or her
duties.
In the event that prior to satisfaction and payment in full of the
Net ABL Lenders Claim and accrued interest, the ABL Lenders elect
to have the balance of the Loan Portfolio sold, in addition to any
other amounts which shall be available for distribution, Holders of
Allowed Class 2 Claims will receive, in respect of collections from
and/or sale of the Loan Portfolio, a pro-rata share of the greater
of (a) a minimum of $6 million, representing the aggregate of 5% of
the Net Cash collected on the Debtor's Loan Portfolio after payment
of the Collection Expenses and a share of the Sale Proceeds derived
from the sale of the Loan Portfolio; or (b) an amount greater than
$6 million, representing the aggregate of 5% of the Net Cash
collected on the Debtor's Loan Portfolio after payment of the
Collection Expenses and the balance of the Sale Proceeds derived
from the sale of the Loan Portfolio after satisfaction and payment
in full of the Net ABL Lenders Claim and accrued interest. In no
event shall Class 2 Creditors receive less than $6 million in the
event the ABL Lenders elect to have the Loan Portfolio sold prior
to satisfaction and payment in full of its Net ABL Lenders Claim
and accrued interest.
The Committee submits that the Plan is not only feasible but that
creditors will receive substantially more through a process whereby
the Debtor's Loan Portfolio is collected over time, with payments
being made to the ABL Lenders as defined herein in satisfaction of
their secured Class 1 Claim and to holders of Allowed General
Unsecured Claims (Class 2 Claims), as opposed to being sold on a
discounted basis or abandoned to the ABL Lenders. The Committee
notes that the sale value of the Loan Portfolio through a
professionally managed auction process has been previously tested
and that such sale process did not yield a sales price that would
permit payment of the ABL Lenders in full, much less leave monies
available for distribution to holders of Allowed General Unsecured
Claims.
The Committee's Plan provides for continued collections on the Loan
Portfolio through maturity and provides for satisfaction of the ABL
Lenders' secured Class 1 Claim in full, as well as a significant
distribution to holders of Allowed General Unsecured Claims from
collections exceeding what is necessary to satisfy the ABL Lenders'
secured Class 1 Claim in full. An analysis prepared by
Kapila/Mukamal, based upon historical collections by the Debtor,
setting forth anticipated collections on the Loan Portfolio through
the maturity of each existing loan and assuming different default
rates and servicing fees. Even if collections perform below
anticipated numbers, creditors holding Allowed General Unsecured
Claims will still receive from a runoff of the Loan Portfolio, as
opposed to a discounted sale, a substantially greater distribution.
Moreover, creditors will still be able to share in any recoveries
from litigation commenced by the Liquidating Agent to be appointed
in accordance with the proposed Plan.
A copy of the Committee's Disclosure Statement dated March 11, 2019
is available at https://tinyurl.com/y48las9y from Pacermonitor.com
at no charge.
About Summit Financial Corp
Summit Financial Corp -- https://www.summitfinancialcorp.org/ --
provides financing by purchasing and servicing retail installment
sales contracts originated at franchised automobile dealerships and
select independent used car dealerships located throughout Florida,
Alabama, and Georgia. From its location in Plantation, Florida,
Summit Financial provides financing for automobile loans for
customers that fail to meet the standards of financing from
conventional sources, such as most banks, credit unions and other
national finance companies. The Company was founded in 1984.
Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 18-13389) on March 23, 2018. In the petition signed by David
Wheeler, vice president, the Debtor estimated $100 million to $500
million in assets and liabilities.
Judge Raymond B Ray presides over the case.
Leiderman Shelomith Alexander + Somodevilla, PLLC, is serving as
general bankruptcy counsel to the Debtor. Douglas J. Jeffrey,
P.A., led by principal Douglas J. Jeffrey, is serving as general
counsel and special counsel to the Debtor. Moecker Auctions, Inc.,
is the appraiser. Dinnall Fyne & Company Inc., is the accountant.
Ideal Corporate Funding, Inc., has been tapped by the Debtor to
evaluate its strategic options with respect to securing financing.
The U.S. Trustee for Region 21 on April 20, 2018, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case. The Committee retained Craig A. Pugatch
and Rice Pugatch Robinson Storfer & Cohen, PLLC as its counsel; and
KapilaMukamal, LLP as its forensic accountant and financial
advisor.
SUPPLY PRO SORBENTS: Allowed to Use Cash Collateral Until March 28
------------------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas has entered a second interim order
authorizing Supply Pro Sorbents, LLC to use of cash collateral only
in accordance with the budget through March 28, 2019 at 5:00 p.m.
A hearing regarding the continued use of Cash Collateral will be
held on March 28, 2019, at 11:30 a.m.
Ecosorb Investments, LLC is an alleged secured creditor in
substantially all of the Debtor's assets.
Ecosorb and any other entity holding valid, perfected and
unavoidable liens allowed as secured claims in the collateral, are
granted replacement liens and security interests on all assets of
the Debtor and its estate, whether now existing or hereafter
acquired, and the proceeds, income and profits and offspring of any
of the foregoing, to secure the Debtor's use of cash collateral,
whether pursuant to this Order or otherwise, and to secure any
diminution of value in the Collateral.
In the event the value of the post-petition replacement collateral
proves insufficient to enable them to collect the aggregate amount
of the cash collateral used by Debtor pursuant to the Order or
otherwise, or in the event the value of the their pre-petition
collateral diminishes during this proceeding, Ecosorb will be
entitled to the benefits of 11 U.S.C. Section 507(b).
In addition, the Debtor will timely deposit all post-petition taxes
(whether federal, state or local) with the appropriate taxing
authorities and timely file appropriate tax return. The Debtor will
timely pay all U.S. Trustee fees and maintain insurance with
respect to all of the Collateral for all the purposes and in the
amounts maintained by Debtor in accordance with the requirements of
its loan documents.
A copy of the Second Interim Order is available at
http://bankrupt.com/misc/txsb18-20580-57.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.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
TAG MOBILE: Trustee's Rosen Auction of Personal Property Approved
-----------------------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Robert Yaquinto Jr., the
Chapter 11 trustee for TAG Mobile, LLC, to sell the miscellaneous
office equipment and furniture located at 1330 Capital Pkwy
Carrollton, Texas by auction.
The sale of the Personal Property is free and clear of liens with
any liens to attach to the proceeds.
The requirements of Bankruptcy Rule 6004(h) are waived and closing
of the sale will occur as soon as possible.
The Trustee is authorized to execute all documents necessary to
effectuate the sale and transfer of the Personal Property.
The gross sales price from the sale of the Personal Property will
be used in calculating the Trustee's commission.
A list of Personal Property to be auctioned attached to the Order
is available for free at:
http://bankrupt.com/misc/TAG_Mobile_230_Order.pdf
About TAG Mobile
Founded in 2010, Tag Mobile, LLC's line of business includes
providing two-way radiotelephone communication services such as
cellular telephone services.
On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern
District of Texas issued an order converting Tag Mobile's case
from
Chapter 7 to Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex.
Case No. 17-33791).
Judge Stacey G. Jernigan oversees the case.
The Debtor hired Eric A. Liepins, P.C., as its bankruptcy counsel,
and The Gibson Law Group as its special counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 11, 2018. The creditors committee
tapped Nicoud Law as its legal counsel.
Robert Yaquinto Jr. was appointed as the Debtor's Chapter 11
trustee. The trustee tapped Forshey & Prostok LLP as his legal
counsel.
TECHNOLOGY SOLUTIONS: May 7 Plan Confirmation Hearing
-----------------------------------------------------
The Disclosure Statement explaining Technology Solutions &
Services, Inc.'s first amended Chapter 11 plan of liquidation is
approved for dissemination.
The hearing on confirmation of the Liquidating Plan is on May 7,
2019 at 2:00 p.m. in Courtroom 303 3420 Twelfth Street Riverside,
California.
Any opposition to confirmation of the Plan shall be filed with the
Court and served by no later than April 19, 2019.
Replies to any opposition to confirmation of the Plan shall be
filed with the Court and served on or before April 26, 2019.
A full-text copy of the Amended Disclosure Statement is available
at https://tinyurl.com/y43nrysr from PacerMonitor.com at no
charge.
About Technology Solutions
Technology Solutions & Services, Inc. -- http://www.tssius.com/--
is a full service reverse logistics company. It offers a wide
variety of asset recovery solutions specific to mobile, IT and
consumer electronics industries. Technology Solutions team has
over 20 years of experience dealing with high volume product
refurbishment; processing & sorting of customer return merchandise;
failure analysis, data collection & reporting; recalls, reworks &
re-kitting; EOL disposition & management; customized IT solutions;
scrap management & recycling; warehousing & fulfillment; discreet
remarketing; excess inventory management; product de-branding,
re-branding & relabeling; life cycle management of service parts;
in-house engineering support; and custom packaging solutions. The
Company is headquartered in San Bernardino, California with
facilities in Mexicali, BC; Cd. Juarez, Chih; Calexico, CA; and El
Paso, TX.
Technology Solutions & Services sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 18-18339) on Oct. 2, 2018. In the
petition signed by Julio C. Garcia, Jr., CFO, the Debtor disclosed
total assets at $9,831,822 and total liabilities at $30,190,109.
Judge Mark D. Houle is assigned to the case. The Debtor tapped
Leonard M. Shulman, Esq., at Shulman Hodges & Bastian LLP as
counsel.
TENDERCARE PRESCHOOL: Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: Tendercare Preschool and Daycare Academy, LLC
1128 Phelps Road
Greensboro, GA 30642
Business Description: Tendercare Preschool and Daycare Academy,
LLC is a lessor of real estate located
in Greensboro, Georgia. It is a Single
Asset Real Estate Debtor (as defined in 11
U.S.C. Section 101(51B)).
Chapter 11 Petition Date: March 15, 2019
Court: United States Bankruptcy Court
Middle District of Georgia (Athens)
Case No.: 19-30316
Judge: Hon. James P. Smith
Debtor's Counsel: Matthew S. Cathey, Esq.
STONE & BAXTER, LLP
577 Mulberry Street, Suite 800
Macon, GA 31201
Tel: 478-750-9898
Fax: 478-750-9899
E-mail: mcathey@stoneandbaxter.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lisa Brown, sole member.
The Debtor lists the Greene County Tax Assessor as its sole
unsecured creditor holding a claim of $16,592.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/gamb19-30316.pdf
THEAG NORTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Three affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
THEAG North Dallas LLC 19-30957
dba Fastsigns North Dallas
5920 Beltline Road, #300
Dallas, TX 75254
THEAG North Arlington LLC 19-41108
dba Fastsigns North Arlington
803 E. Lamar Blvd.
Arlington, TX 76011
THEAG Management LLC 19-41109
5501 Yachtclub Court
Arlington, TX 76016
Business Description: Fastsigns -- https://www.fastsigns.com -- is
a locally and independently owned and
operated sign, graphics and visual
communications company that provides
comprehensive visual marketing solutions to
customers of all sizes—across all
industries
-- to help them attract more attention,
communicate their message, sell more
products, help visitors find their way and
extend their branding across all of their
customer touch points including decor,
events, wearables, digital signage and
marketing materials.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Northern District of Texas
Judges: Hon.Stacey G. Jernigan (19-30957)
Hon. Edward L. Morris (19-41108)
Hon. Mark X. Mullin (19-41109)
Debtors' Counsel: Melissa S. Hayward, Esq.
HAYWARD & ASSOCIATES PLLC
10501 N. Central Expry, Ste. 106
Dallas, TX 75231
Tel: 972-755-7104
Fax: 972-755-7114
Email: MHayward@HaywardFirm.com
THEAG North Dallas'
Estimated Assets: $1 million to $10 million
THEAG North Dallas'
Estimated Liabilities: $1 million to $10 million
THEAG North Arlington's
Estimated Assets: $1 million to $10 million
THEAG North Arlington's
Estimated Liabilities: $1 million to $10 million
THEAG Management's
Estimated Assets: $1 million to $10 million
THEAG Management's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Chris Allen, managing member.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
The full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/txnb19-30957.pdf
http://bankrupt.com/misc/txnb19-41108.pdf
http://bankrupt.com/misc/txnb19-41109.pdf
TLG CAPITAL: Has Until April 18 to Solicit Plan Votes
-----------------------------------------------------
A U.S. bankruptcy judge granted the bridge motion filed by TLG
Capital Development, LLC to extend by four days the period during
which it has the exclusive right to solicit acceptances for its
proposed Chapter 11 reorganization plan.
Judge Dennis Montali of The U.S. Bankruptcy Court for the Northern
District of California on March 18 extended the solicitation period
to April 18 from April 14 "without prejudice to the right of the
debtor to seek, and any party in interest to oppose, further
extension."
TLG Capital filed its reorganization plan and disclosure statement
on Feb. 14.
About TLG Capital Development
TLG Capital Development, LLC, is a privately held company in San
Francisco, California engaged in activities related to real
estate.
TLG Capital Development, LLC, based in San Francisco, CA, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-31135) on Oct.
17, 2018. In the petition signed by Kevin Lee, member, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
Nathan A. Schultz, Esq., at Fox Rothschild LLP, is the Debtor's
bankruptcy counsel.
TRIDENT HOLDING: Committee Hires Kilpatrick Townsend as Attorney
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Trident Holding
Company, LLC, and its debtor-affiliates, seeks authorization from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Kilpatrick Townsend & Stockton LLP, as attorney to the
Committee.
The Committee requires Kilpatrick Townsend to:
a) render legal advice regarding the Committee's organization,
duties and powers in these cases;
b) attend meetings of the Committee and meetings with the
Debtors and secured creditors, and their attorneys and
other professionals, and participating in negotiations with
these parties, as requested by the Committee;
c) take all necessary action to protect and preserve the
interests of the Committee, including possible prosecution
of actions on its behalf and investigations concerning
litigation in which the Debtors are involved;
d) assist the Committee in the review, analysis, and
negotiation of any postpetition financing/use of cash
collateral;
e) assist the Committee with respect to communications with
the general unsecured creditor body about significant
matters in these cases;
f) review and analyze claims filed against the Debtors'
estates;
g) represent the Committee in hearings before the Court,
appellate courts, and other courts in which matters may be
heard, and representing the interests of the Committee
before those courts and before the U.S. Trustee;
h) assist the Committee in preparing all necessary motions,
applications, responses, reports and other pleadings in
connection with the administration of these cases;
i) assist the Committee in the review, formulation, analysis,
and negotiation of any plan of reorganization and
accompanying disclosure statements;
j) assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtors and participate in and review any proposed
asset sales or dispositions; and
k) provide such other legal assistance as the Committee may
deem necessary and appropriate.
Kilpatrick Townsend will be paid at these hourly rates:
Partners $675 to $1,095
Associates $445 to $475
Paralegals $295 to $335
Kilpatrick Townsend will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Committee and its counsel are currently in the
process of formulating a budget that is consistent
with the form of budget attached as Exhibit C-1 to
the Appendix B Guidelines, recognizing that in the
course of large cases like these Chapter 11 Cases,
it is highly likely that there may be a number of
unforeseen circumstances that will need to be
addressed by the Committee and its counsel giving
rise to additional fees and expenses.
David M. Posner, a partner at Kilpatrick Townsend & Stockton,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtors; (b) has not been, within two years before the date of the
filing of the Debtors' chapter 11 petition, directors, officers or
employees of the Debtors; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtors, or for any other reason.
Kilpatrick Townsend can be reached at:
David M. Posner, Esq.
Gianfranco Finizio, Esq.
KILPATRICK TOWNSEND & STOCKTON LLP
1114 Avenue of the Americas
Tel: (212) 775-8700
Fax: (212) 775-8800
E-mail: dposner@kilpatricktownsend.com
gfinizio@kilpatricktownsend.com
About Trident Holding Company
Trident -- http://www.tridentusahealth.com/-- is a national
provider of bedside diagnostic and related services in the United
States, with operations in more than 35 states serving more than
12,000 post -acute care, assisted living facilities, and
correctional facilities. It provides a high volume of services
including X-ray, ultrasound, laboratory, cardiac monitoring,
vascular access services, on-site nurse practitioner-based primary
care and more. Trident employs approximately 5,600 people.
Trident Holding Company, LLC, and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-10384) on Feb. 10, 2019. The Debtors disclosed $584 million
in assets and $867 million in liabilities as of as of Dec. 31,
2018.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as
investment banker and financial advisor; Ankura Consulting Group,
LLC as restructuring advisor; and Epiq Corporate Restructuring,
LLC, as claims and noticing agent and administrative advisor.
On February 20, 2019, pursuant to section 1102 of the Bankruptcy
Code, the U.S. Trustee for Region 2 appointed the Official
Committee of Unsecured Creditors of Trident Holding Company, LLC.
The Committee retained Kilpatrick Townsend & Stockton LLP as
attorneys, and AlixPartners, LLP, as financial advisor.
TRIDENT HOLDING: Committee Taps AlixPartners as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Trident Holding
Company, LLC, and its debtor-affiliates, seeks authorization from
the U.S. Bankruptcy Court for the Southern District of New York to
retain AlixPartners, LLP, as financial advisor to the Committee.
The Committee requires AlixPartners to:
a. review and evaluate the Debtors' current financial
condition, business plans and cash and financial forecasts,
and periodically report to the Committee regarding the
same;
b. review the Debtors' cash management, tax sharing and
intercompany accounting systems, practices and procedures;
c. review and investigate: (i) related party transactions,
including those between the Debtors and non-Debtor
subsidiaries and affiliates (including, but not limited to,
shared services expenses and tax allocations) and (ii)
selected other pre-petition transactions;
d. identify and review potential preference payments,
fraudulent conveyances and other causes of action that the
various Debtors' estates may hold against third parties,
including each other;
e. analyze the Debtors' assets and claims, and assess
potential recoveries to the various creditor constituencies
under different scenarios;
f. assist in the development and review of the Debtors'
plan of reorganization and disclosure statement;
g. review and evaluate court motions filed or to be filed by
the Debtors or any other parties-in-interest, as
appropriate;
h. render expert testimony and litigation support services,
including e-discovery services, as requested from time to
time by the Committee and its counsel, regarding any of the
matters to which AlixPartners is providing services;
i. attend Committee meetings and court hearings as may be
required in the role of advisors to the Committee;
j. assist with such other matters as may be requested that
fall within AlixPartners' expertise and that are mutually
agreeable.
AlixPartners will be paid at these hourly rates:
Managing Director $990–$1,165
Director $775–$945
Senior Vice President $615–$725
Vice President $440–$600
Consultant $160–$435
Paraprofessional $285–$305
AlixPartners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Macgreevey, managing director of AlixPartners, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
AlixPartners can be reached at:
David Macgreevey
ALIXPARTNERS, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
About Trident Holding Company, LLC
Trident -- http://www.tridentusahealth.com/-- is a national
provider of bedside diagnostic and related services in the United
States, with operations in more than 35 states serving more than
12,000 post -acute care, assisted living facilities, and
correctional facilities. It provides a high volume of services
including X-ray, ultrasound, laboratory, cardiac monitoring,
vascular access services, on-site nurse practitioner-based primary
care and more. Trident employs approximately 5,600 people.
Trident Holding Company, LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-10384) on Feb. 10, 2019. The Debtors disclosed $584 million
in assets and $867 million in liabilities as of as of Dec. 31,
2018.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as
investment banker and financial advisor; Ankura Consulting Group,
LLC as restructuring advisor; and Epiq Corporate Restructuring,
LLC, as claims and noticing agent and administrative advisor.
On February 20, 2019, pursuant to section 1102 of the Bankruptcy
Code, the U.S. Trustee for Region 2 appointed the Official
Committee of Unsecured Creditors of Trident Holding Company, LLC.
The Committee hires Kilpatrick Townsend & Stockton LLP, as
attorney. AlixPartners, LLP, as financial advisor.
TWO BROTHERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Two Brothers Construction & Renovation
3788 N. 5th East Bld. C
Idaho Falls, ID 83401
Business Description: Two Brothers Construction & Renovation
specializes in new construction, remodeling,
additions, and other construction services
including basement, bathroom, kitchen
renovations, painting, roofing, framing,
other home improvement.
Chapter 11 Petition Date: March 15, 2019
Court: United States Bankruptcy Court
District of Idaho (Pocatello)
Case No.: 19-40231
Judge: Hon. Joseph M Meier
Debtor's Counsel: Aaron J. Tolson, Esq.
TOLSON & WAYMENT PLLC
2677 E. 17th Street Suite 300
Ammon, ID 83406
Tel: (208) 228-5221
Fax: (208) 228-5200
E-mail: ajt@aaronjtolsonlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ren Guthrie, president.
The Debtor failed to submit a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/idb19-40231.pdf
UNITI GROUP: Reports $7.98 Million Net Income for 2018
------------------------------------------------------
Uniti Group Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting net income
attributable to common shareholders of $7.98 million on $1.01
billion of total revenues for the year ended Dec. 31, 2018,
compared to a net loss attributable to common shareholders of
$16.55 million on $916.03 million of total revenues for the year
ended Dec. 31, 2017.
As of Dec. 31, 2018, the Company had $4.59 billion in total assets,
$5.99 billion in total liabilities, $86.50 million in convertible
preferred stock, and a total shareholders' deficit of $1.49
billion.
PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's
auditor since 2014, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended Dec.
31, 2018, citing that the Company's most significant customer,
Windstream Holdings, Inc., which accounts for approximately 68.2%
of consolidated total revenues for the year ended December 31,
2018, filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code, and uncertainties surrounding potential impacts to
the Company resulting from Windstream Holdings, Inc.'s bankruptcy
filing raise substantial doubt about the Company's ability to
continue as a going concern.
Liquidity and Capital Resources
The Company's principal liquidity needs are to fund operating
expenses, meet debt service requirements, fund investment
activities, and make dividend distributions. Its primary sources
of liquidity and capital resources are cash on hand, cash provided
by operating activities (primarily arising under the Master Lease
with Windstream), borrowings under its credit agreement by and
among the Operating Partnership, CSL Capital, LLC and Uniti Group
Finance Inc., the guarantors and lenders party thereto and Bank of
America, N.A., as administrative agent and collateral agent, and
proceeds from the issuance of debt and equity securities.
As of Dec. 31, 2018, the Company had $38.0 million of unrestricted
cash and cash equivalents, and $110.0 million of undrawn borrowing
capacity under the senior secured revolving credit facility
pursuant to the Credit Agreement, variable rate, that matures April
24, 2020. Subsequent to Dec. 31, 2018, the Company has borrowed
substantially all remaining capacity under the Revolving Credit
Facility.
Cash provided by operating activities totaled $472.8 million,
$405.3 million and $376.0 million for the years ended Dec. 31,
2018, 2017 and 2016, respectively. Cash provided by operating
activities is primarily attributable to its leasing activities.
Cash used in investing activities was $480.5 million for the year
ended Dec. 31, 2018, which was driven by capital expenditures
($423.6 million), primarily related to its Uniti Fiber and Uniti
Leasing businesses, and the acquisition of ITS ($53.7 million).
Cash used in investing activities was $1.0 billion for the year
ended Dec. 31, 2017, which was driven by the acquisitions of
Southern Light ($636.1 million), Hunt ($126.0 million), NMS assets
($69.7 million), ground lease investments ($21.8 million),
partially offset by a Tower Cloud working capital adjustment ($0.2
million) and capital expenditures ($166.0 million), primarily
related to the Company's Uniti Fiber and Uniti Towers businesses.
Cash used in investing activities was $535.2 million for the year
ended Dec. 31, 2016, which was driven by the acquisitions of PEG
Bandwidth ($315.4 million) and Tower Cloud ($173.4 million) and
capital expenditures ($46.4 million).
Cash used in financing activities was $13.8 million for the year
ended Dec. 31, 2018, which was driven by dividend payments ($426.1
million), principal payments on the Company's senior secured term
loan ($21.1 million), contingent consideration payments ($18.6
million), distributions to noncontrolling interest ($9.9 million),
partially offset by net borrowings under the Revolving Credit
Facility ($360.0 million) and net proceeds under our ATM Program
($109.4 million).
Windstream Master Lease
A substantial portion of the Company's leasing revenue and cash
flow from operations is derived from the Master Lease with
Windstream. The Master Lease has an initial term of 15 years
which, at the option of Windstream, may be extended for up to four
renewal terms of five years each beyond the initial term. In
addition, Windstream has the right to extend the initial term from
15 years to 20 years and, if exercised, the number of renewal terms
will be reduced to three so that the maximum term (taking into
account all renewals) is 35 years. Commencing with the fourth
year, the rent is subject to annual escalation of 0.5%, and cash
rents recorded during the year ended Dec. 31, 2018 was $655.7
million. The rent for the first year of each renewal term will be
an amount agreed to by the Company and Windstream, or if the
Company is unable to agree, the renewal rent will be determined by
an independent appraisal process. Commencing with the second year
of each renewal term, the renewal rent will increase at an
escalation rate of 0.5%. In addition, if the Company funds any
capital improvements requested by Windstream, the rent will be
increased to account for such funding.
On Feb. 15, 2019, the federal court judge issued a ruling against
Windstream, finding that Windstream's attempts to waive such
default were not valid; that an "event of default" occurred with
respect to such debt securities; and that the holder's acceleration
of such debt in December 2017 was effective. In response to the
adverse outcome, on Feb. 25, 2019, Windstream filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of New York.
In bankruptcy, Windstream has the option to assume or reject the
Master Lease.
According to Uniti Group, "While we believe that the Master Lease
is essential to Windstream's operations, it is difficult to predict
what could occur in a restructuring, and even a temporary
disruption in payments to us may require us to fund certain
expenses and obligations (e.g., real estate taxes, insurance and
maintenance expenses) to preserve the value of our properties and
avoid the imposition of liens on our properties and could impact
our ability to fund other cash obligations, including dividends
necessary to maintain REIT status, non-essential capital
expenditures, compliance with debt covenants and, in an extreme
case, our debt service obligations. A rejection by Windstream of
the Master Lease or its inability or unwillingness to meet its rent
and other obligations under the Master Lease could materially
adversely affect our consolidated results of operations, liquidity,
and financial condition, including our ability to service debt and
pay dividends to our stockholders as required to maintain our
status as a REIT.
"In the event of a rejection of the Master Lease, we cannot assure
you that we will be able to locate a suitable replacement tenant or
if we are successful in locating a replacement tenant, that the
rental payments from the new tenant would not be significantly less
than the existing rental payments. In addition, a rejection of the
Master Lease by Windstream would result in an "event of default"
under our Credit Agreement if we are unable to enter into a
replacement lease that satisfies certain criteria set forth in the
Credit Agreement within ninety (90) calendar days and we do not
maintain pro forma compliance with a consolidated secured leverage
ratio, as defined in the Credit Agreement, of 5.00 to 1.00."
A full-text copy of the Form 10-K is available for free at:
https://is.gd/8VzQFD
About Uniti Group
Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an
internally managed real estate investment trust engaged in the
acquisition and construction of mission critical communications
infrastructure, and is a provider of wireless infrastructure
solutions for the communications industry. The Company is
principally focused on acquiring and constructing fiber optic
broadband networks, wireless communications towers, copper and
coaxial broadband networks and data centers. As of Sept. 30, 2018,
Uniti owns 5.4 million fiber strand miles, approximately 850
wireless towers, and other communications real estate throughout
the United States and Latin America.
* * *
As reported by the TCR on Feb. 25, 2019, S&P Global Ratings lowered
its issuer credit rating on Unti Group's Corporate Family Rating to
'CCC-' from 'CCC+'. The lower rating follows the downgrade of
Uniti's principal leasing tenant, Windstream Holdings Inc.
Also in February 2019, Moody's Investors Service downgraded
downgraded Uniti Group Inc.'s corporate family rating (CFR) to Caa2
from Caa1 following the downgrade of Windstream Services.
VAN'S LAUNDROMATS: Unsecureds to Get Payment From Sale of Assets
----------------------------------------------------------------
Van's Laundromats, Inc., proposes a Plan of Reorganization and
accompanying Disclosure Statement.
Van's Laundromats operates at six locations in Philadelphia. The
Debtor owns 6047 - 6049 Market Street, Philadelphia, Pa, valued by
realtor, Stuart Cohen, at $400,000 and several washing machines and
dryers at various locations valued by the Debtor at $225,000.
CLASS 6 UNSECURED CLAIMS: The allowed unsecured claims will be paid
upon the sale of the Debtor's assets.
CLASS 3 CLAIMS: The claim of Eastern Funding, LLC will be paid upon
the sale of Debtor's assets.
CLASS 4 CLAIMS: The allowed claim of Philadelphia Gas Works will be
paid upon the sale of Debtor's assets
CLASS 5: The allowed claim of Univest Bank will be paid upon the
sale of Debtor's Assets
The Debtor intends to fund the plan by selling the real estate with
a total projected funding of $1,129,000.
A full-text copy of the Disclosure Statement dated March 11, 2019,
is available at https://tinyurl.com/y6psg6lb from PacerMonitor.com
at no charge.
About Van's Laundromats
Van's Laundromats Inc. is a Pennsylvania Corporation that operates
laundromats in the City of Philadelphia.
Van's Laundromats sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9,
2018. In the petition signed by Mao Khai Van, president, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $500,000 as of the bankruptcy filing. Judge Magdeline D.
Coleman oversees the case. The Debtor tapped Demetrius J. Parrish,
Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys.
VIDEOLOGY INC: Exclusive Filing Period Extended Until June 4
------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended the period during which Videology,
Inc. and its affiliates have the exclusive right to file a Chapter
11 plan through June 4, and to solicit acceptances for the plan
through Aug. 5.
The extension would give the companies more time to resolve
plan-related issues, negotiate and prepare a plan, according to
their attorney, Patrick Reilley, Esq., at Cole Schotz P.C., in
Wilmington, Delaware.
About Videology Inc.
Videology, Inc., headquartered in Baltimore, Maryland, is a
privately-held, venture-backed company specializing in television
and video advertising. It was founded in 2007 by Scott Ferber.
Videology and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May
10, 2018. In the petitions signed by CEO Scott A. Ferber, the
Debtors estimated assets of $10 million to $50 million and
liabilities of $100 million to $500 million.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan
Lovells US LLP and Hogan Lovells International LLP as special
corporate counsel; and Berkeley Research Group as financial
advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on May 17, 2018. The Committee tapped Cooley
LLP as its lead counsel; Whiteford, Taylor & Preston LLC as its
Delaware counsel; and Gavin/Solmonese LLC as its financial advisor.
VISTA RIDGE: Seeks to Hire Stinson Leonard as Counsel
-----------------------------------------------------
Vista Ridge Limited Partnership, seeks authority from the U.S.
Bankruptcy Court for the District of Columbia to employ Stinson
Leonard Street LLP, as counsel to the Debtor.
Vista Ridge requires Stinson Leonard to:
a) give the Debtor legal advice with respect to its powers and
duties as debtor-in-possession in the continued operation
of the Debtor's affairs;
b) prepare any necessary applications, motions, objections,
memoranda, briefs, notices, answers, orders, reports or
other legal papers;
c) work to strategize and prepare the Debtor's Disclosure
Statement and Chapter 11 Plan and all work necessary to
seek confirmation and approval of the same;
d) prepare and file the Debtor's required monthly operating
reports as debtor-in-possession;
e) confer with the Office of the U.S. Trustee and respond to
any requests or inquiries;
f) appear on the Debtor's behalf in any proceeding;
g) handle any contested matters or Adversary Proceedings as
they arise; and
h) perform other legal services for the Debtor which may be
necessary or desirable in connection with the above-
captioned matter.
Stinson Leonard will be paid at these hourly rates:
Partners $335-$715
Associates $275-375
Stinson Leonard will be paid a retainer in the amount of $80,000.
Stinson Leonard will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Marc E. Albert, partner of Stinson Leonard Street LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Stinson Leonard can be reached at:
Marc E. Albert, Esq.
Joshua W. Cox, Esq.
STINSON LEONARD STREET LLP
1775 Pennsylvania Ave., N.W., Suite 800
Washington, DC 20006
Tel: (202) 785-3020
Fax: (202) 572-9999
E-mail: marc.albert@stinson.com
joshua.cox@stinson.com
About Vista Ridge Limited Partnership
Vista Ridge Limited Partnership, filed a Chapter 11 bankruptcy
petition (Bankr. D.C. Case No. 19-00126) on March 1, 2019. The
Debtor hires Stinson Leonard Street LLP, as counsel.
WILLOWOOD USA: Hires Morris James as Special Counsel
----------------------------------------------------
Willowood USA Holdings, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Morris
James LLP, as special counsel to the Debtor.
Willowood USA requires Morris James to represent the Debtor in an
action pending in Delaware Chancery Court, captioned as Heinze v.
Mitchell, Case No. 2019-0018 (Del. Ch.).
Morris James will be paid at these hourly rates:
Lewis H. Lazarus, Attorney $895
Brett D. Fallon, Attorney $695
Patricia A. Winston, Attorney $525
Meghan A. Adams, Attorney $425
Cynthia M. Lees, Paralegal $270
Morris James will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lewis H. Lazarus, a partner at Morris James, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Morris James can be reached at:
Lewis H. Lazarus, Esq.
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: (302) 888-6800
About Willowood USA Holdings
Willowood USA, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 19-11320) on Feb. 27,
2019. The case is jointly administered with the Chapter 11 case of
Willowood USA Holdings, LLC (Bankr. D. Colo. Case No. 19-11079).
At the time of the filing, Willowood USA estimated assets of
$10,000,001 to $50 million and liabilities of $10,000,001 to $50
million. The case is assigned to Judge Kimberley H. Tyson.
Brownstein Hyatt Farber Schreck, LLP is the Debtor's legal counsel.
Morris James LLP, is special counsel.
WOODBURY OUTFITTERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Woodbury Outfitters, LLC
793 S. 2nd St.
Coshocton, OH 43812
Business Description: Woodbury Outfitters --
https://woodburyoutfitters.com --
is privately owned and operated shop
offering outdoor and sporting goods.
Woodbury Outfitters started off as a brick
and mortar store in a small town in Ohio in
2002. In 2004, the Company designed and
implemented its e-commerce systems. Since
then, the Company has grown not only its
product selections but also expanded on the
marketplaces that offer its products online.
Chapter 11 Petition Date: March 18, 2019
Court: United States Bankruptcy Court
Southern District of Ohio (Columbus)
Case No.: 19-51614
Judge: Hon. John E. Hoffman Jr.
Debtor's Counsel: Myron N. Terlecky, Esq.
STRIP HOPPERS LEITHART MCGRATH &
TERLECKY CO., LPA
575 S Third St
Columbus, OH 43215
Tel: (614) 228-6345
Email: mnt@columbuslawyer.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jonas Miller, sole member and
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/ohsb19-51614.pdf
ZIER PROPERTIES: Seeks to Hire David S. Smith as Attorney
---------------------------------------------------------
Zier Properties Reverse LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Washington to employ
the Law Offices of David S. Smith, as attorney to the Debtor.
Zier Properties requires David S. Smith to:
a. provide legal advice and assistance to the Debtor with
respect to matters relevant to the case or relating to any
distributions to creditors;
b. prepare necessary pleadings in these proceedings; and
c. perform all other legal services for the Debtor which may
be necessary.
David S. Smith will be paid at the hourly rate of $300.
David S. Smith will be paid a retainer in the amount of $10,000.
David S. Smith will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David S. Smith, partner of the Law Offices of David S. Smith,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
David S. Smith can be reached at:
David S. Smith, Esq.
LAW OFFICES OF DAVID S. SMITH
201 Saint Helens Ave.
Tacoma, WA 98402
Tel: (253) 272-4777
Fax: (253) 461-888
About Zier Properties Reverse
Zier Properties Reverse LLC listed its business as single asset
real estate (as defined in 11 U.S.C. Section 101(51B)).
Zier Properties Reverse sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-40033) on Jan. 6,
2019. 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 is assigned to Judge Mary Jo Heston. The Debtor tapped
the Law Offices of David Smith, PLLC, as its legal counsel.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***