/raid1/www/Hosts/bankrupt/TCR_Public/190411.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 11, 2019, Vol. 23, No. 100
Headlines
592 EVP LOMBARD: Case Summary & 6 Unsecured Creditors
ACHAOGEN INC: Fails to Comply with Nasdaq's Bid Price Rule
ACHAOGEN INC: Three Directors and CFO Resign
AMERICAN RESOURCE: Case Summary & Largest Unsecured Creditors
APEX XPRESS: NJ Judge Denies Bid for Ch. 11 Trustee Appointment
APPLOVIN CORP: S&P Affirms 'B+' Rating on First-Lien Debt Raise
AQUABOUNTY TECHNOLOGIES: Closes $5.75M Offering of Common Stock
AVINGER INC: Receives FDA Clearance for Pantheris SV Device
CAH ACQUISITION 5: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
CAMBER ENERGY: Revises LOI for Construction Company Acquisition
CELADON GROUP: Divests A&S/Kinard & Buckler Transport Business Unit
CHINA BAT: Posts $7.6 Million Net Income in 2018
CHOICE ONE: Case Summary & 20 Largest Unsecured Creditors
COCRYSTAL PHARMA: Appoints New Member to Board of Directors
COMMUNITY HEALTH: Vanguard Group Has 10% Stake as of March 29
CROSSMARK HOLDINGS: Moody's Cuts CFR to Ca on Interest Non-Payment
DFC HOLDINGS: Updated Case Summary & Largest Unsecured Creditors
DIGITAL COMMUNICATION: Case Summary & 20 Top Unsecured Creditors
EASTMAN KODAK: Completes Sale of Flexographic Packaging Division
EVP 456 VALLEJO: Case Summary & 15 Unsecured Creditors
F&M TRUCKING: U.S. Trustee Unable to Appoint Committee
FANNIE MAE: Designates Newly Elected Directors to Board Committees
FCH MCKINNEY: May 14 Disclosure Statement Hearing
GLOBAL COMMISSION: DBRS Confirms BB Rating on Tranche B Advances
HAMILTON ROAD: Voluntary Chapter 11 Case Summary
HEXION HOLDINGS: Held Meeting to Form Creditors' Panel
INTER PIPELINE: DBRS Finalizes BB(high) Rating, Trend Stable
JAGUAR HEALTH: Board Initiates Selection Process for Next Auditor
JAGUAR HEALTH: Incurs $32.1 Million Net Loss in 2018
JAGUAR HEALTH: Signs LOC Cancellation and Warrant Issuance Agreemen
JONES ENERGY: Morgan Stanley Owns Less Than 1% Stake as of April 8
KAPPA DEVELOPMENT: Bldg Sale, Blackwell Judgment to Fund Plan
KEMPLON MARINE: U.S. Trustee Unable to Appoint Committee
KONA GRILL: CFO Christi Hing Gets Additional Role as PEO
LLCD LLC: Seeks to Hire Neil Crane as Legal Counsel
MAGNUM CONSTRUCTION: Committee Taps Wargo & French as Legal Counsel
MAIREC PRECIOUS: DOJ Watchdog Seeks Trustee, Ch. 7 Conversion
MC COMMUNICATIONS: Unsecureds to Get $500 Monthly for 60 Months
MCCLATCHY CO: Chatham Asset Owns 23.8% of Class A Shares
MEDICAL REHAB: Court Dismisses Chapter 11 Bankruptcy Case
MIDATECH PHARMA: CMS Medical Owns 25% Ordinary Shares as of Feb. 26
MIRAGE DENTAL: May 21 Hearing on Disclosure Statement
MONITRONICS INTERNATIONAL: Ascent Posts $698M Net Loss in 2018
MR. STEVEN: Discloses Settlement with SBN in New Plan
NATIONAL AUTO: Unsecured Creditors to Recoup 100% Under Plan
NORDIC AMERICAN: Credit Facility Waiver Extended Until April 26
ORCHIDS PAPER: April 15 Meeting Set to Form Creditors' Panel
OREGON DENTAL: A.M. Best Affirms B(Fair) Financial Strength Rating
OUTLOOK THERAPEUTICS: Amendment No.4 to Form S-1 Prospectus
OUTLOOK THERAPEUTICS: FDA Accepts IND for ONS-5010
PAUL LOGSDON INC: Case Summary & 20 Largest Unsecured Creditors
PEN INC: President T. Berman Gets Additional Role as PEN Brands CEO
PENINSULA RESEARCH: Unsecureds to Get $160,000 Over 2 Years
PERFORMANCE GROUP: Moody's Hikes CFR to Ba2, Outlook Stable
PG&E CORP: Tort Claimants Panel Seeks to Hire Financial Advisor
PHUNWARE INC: Registers 17.95-Mil. Common Shares Plus Warrants
PLAINVILLE LIVESTOCK: U.S. Trustee Forms 7-Member Committee
QUALITY CONSTRUCTION: May 21 Plan Confirmation Hearing
RAJYSAN INC: Shareholder Seeks Ch. 11 Trustee Appointment
RENNOVA HEALTH: Makes Initial $2M Arbitration Settlement Payment
RENNOVA HEALTH: Settles Suit Over Disputed Accounts Receivable
ROYAL CAPITAL: Case Summary & 3 Unsecured Creditors
RUBIO & ASSOCIATES: Case Summary & 18 Unsecured Creditors
S.T.A.P. INDUSTRIES: Seeks to Hire Donna Brown as Accountant
SEBA BROS: Proceeds from Farm Operations to Fund Plan Payments
SISTERS HOME: Case Summary & 6 Unsecured Creditors
SIT-CO LLC: U.S. Trustee Forms 2-Member Committee
STONEMOR PARTNERS: Amends 2018 Long-Term Incentive Plan
SUNDYNE US: Moody's Assigns B2 CFR, Outlook Stable
SUNGARD AVAILABILITY: Moody's Affirms 'Ca' CFR, Outlook Negative
TIARA PARKDALE: Unsecureds to Recoup 90% Under Chapter 11 Plan
TONY3CARS INC: Amends Plan to Add Valuation of Property
TONY3CARS LLC: CRF Objects to Disclosure Statement
TTM TECHNOLOGIES: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable
UPSTATE PHYSICIAN: Case Summary & 20 Largest Unsecured Creditors
VITO FASCIGLIONE: Voluntary Chapter 11 Case Summary
WAGGONER CATTLE: Lone Star Objects to Disclosure Statement
WARRIACH INC: Plan Confirmation Hearing Set for May 10
WEATHERLY OIL: Seeks to Hire Ankura as Restructuring Advisor
WEATHERLY OIL: Seeks to Hire Jackson Walker as Legal Counsel
WIT'S END RANCH: May 21 Hearing on Disclosure Statement
YSK CONSTRUCTION: Court Approves Disclosures, Confirms Plan
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
592 EVP LOMBARD: Case Summary & 6 Unsecured Creditors
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Debtor: 592 EVP Lombard LLC
140 Gregory Lane, Suite 290
Concord, CA 94519
Business Description: 592 EVP Lombard LLC is a real estate company
in Concord, California.
Chapter 11 Petition Date: April 10, 2019
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Case No.: 19-30391
Judge: Hon. Dennis Montali
Debtor's Counsel: Michael St. James, Esq.
ST. JAMES LAW, P.C.
22 Battery St. #888
San Francisco, CA 94111
Tel: (415) 391-7566
E-mail: ecf@stjames-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Rowson, manager.
A copy of the Debtor's list of six unsecured creditors is available
for free at:
http://bankrupt.com/misc/canb19-30391_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb19-30391.pdf
ACHAOGEN INC: Fails to Comply with Nasdaq's Bid Price Rule
----------------------------------------------------------
Achaogen, Inc. received a written notification on April 2, 2019,
from The Nasdaq Stock Market LLC indicating that the Company is not
in compliance with Nasdaq Listing Rule 5450(a)(1), as the Company's
closing bid price for its common stock was below the $1.00 per
share requirement for the last 30 consecutive business days. This
notice has no immediate effect on the Company's Nasdaq listing or
the trading of its common stock.
The Notice Letter states that the Company will have 180 calendar
days, until Sept. 30, 2019, to regain compliance with the Bid Price
Rule. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company can regain compliance if the closing bid price of its
common stock is at least $1.00 for a minimum of 10 consecutive
business days.
If the Company does not achieve compliance with the Bid Price Rule
by the end of the Initial Compliance Period, it may be granted a
second 180 day compliance period, as long as (a) on the last day of
the Initial Compliance Period the Company is in compliance with the
market value requirement for continued listing as well as all other
listing standards, except for the minimum bid price requirement,
and (b) the Company provides written notice of its intention to
cure the deficiency during the second compliance period.
If the Company does not regain compliance with the Bid Price Rule
by the end of the Initial Compliance Period and is not eligible for
an additional compliance period at that time, Nasdaq will provide
written notification to the Company that its common stock will be
subject to delisting. At that time, the Company may appeal the
delisting determination to a Nasdaq Listing Qualifications Panel.
The Company expects that its common stock would remain listed
pending the Panel's decision. There can be no assurance that, if
the Company does appeal the delisting determination, that such
appeal would be successful.
The Company intends to monitor the closing bid price of its common
stock and may, if appropriate, consider available options to regain
compliance with the Bid Price Rule.
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 $186.51 million in 2018, following
a net loss of $125.61 million in 2017. As of Dec. 31, 2018, the
Company had $82.29 million in total assets, $88.57 million in total
liabilities, and a total stockholders' deficit of $6.28 million.
Ernst & Young LLP, in Redwood City, California, the Company's
auditor since 2011, issued a "going concern" opinion in its report
dated April 1, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has incurred recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
ACHAOGEN INC: Three Directors and CFO Resign
--------------------------------------------
Michael Fischbach, Ph.D., Halley Gilbert and Kenneth J. Hillan,
M.B., Ch.B. have resigned as members of Achaogen, Inc.'s Board of
Directors, effective April 4, 2019, as disclosed in a Form 8-K
filed with the Securities and Exchange Commission. The Company
said their resignations were not because of any disagreements with
the Company on matters relating to its operations, policies and
practices. In connection with the resignation of Ms. Gilbert,
formerly a member of the Board's Audit Committee, the Board has
appointed Kent Lieginger, Pharm.D., to serve on the Board's Audit
Committee.
Management Resignation & Appointment
Effective April 15, 2019, Zeryn Sarpangal, the Company's chief
financial officer, principal financial officer and principal
accounting officer, notified Achaogen of her resignation from the
Company.
In connection with the resignation of Ms. Sarpangal, the Board has
appointed Blake Wise, currently chief executive officer of the
Company, to serve additionally as the Company's principal financial
officer and principal accounting officer effective April 15, 2019.
Mr. Wise's compensation remains unchanged.
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 $186.51 million in 2018, following
a net loss of $125.61 million in 2017. As of Dec. 31, 2018, the
Company had $82.29 million in total assets, $88.57 million in total
liabilities, and a total stockholders' deficit of $6.28 million.
Ernst & Young LLP, in Redwood City, California, the Company's
auditor since 2011, issued a "going concern" opinion in its report
dated April 1, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has incurred recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
AMERICAN RESOURCE: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Nine affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
American Resource Management, LLC (DE) 19-14605
1401 W Cyress Creek RD, Suite 101
Fort Lauderdale, FL 33309
American Resource Management, LLC (IL) 19-14606
1401 W Cyress Creek RD, Suite 101
Fort Lauderdale, FL 33309
American Resource Management Group, LLC (FL) 19-14607
1401 W. Cypress Creek Rd, Suite 101
Fort Lauderdale, FL 33309
Boomtown Holding Group, LLC (DE) 19-14608
1401 W. Cypress Creek Rd, Suite 101
Fort Lauderdale, FL 33309
Redemption and Release, LLC (DE) 19-14609
1401 W Cyress Creek RD, Suite 101
Fort Lauderdale, FL 33309
Redemption Holdings USA, LLC 19-14610
1401 W. Cypress Creek Rd, Suite 101
Fort Lauderdale, FL 33301
Resort Exit Team LLC (FL) 19-14611
1401 W. Cypress Creek Rd, Suite 101
Fort Lauderdale, FL 33309
Vacation Properties for Less, LLC 19-14612
1401 W Cypress Creek Rd, Suite 101
Fort Lauderdale, FL 33309
VPL Holdings, LLC (FL) 19-14613
1401 W Cypress Creek Rd, Suite 101
Fort Lauderdale, FL 33309
Business Description: American Resource Management Group is a
timeshare liquidation company headquartered
in Florida.
Chapter 11 Petition Date: April 9, 2019
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judges: Hon. John K. Olson (19-14605, 19-14609 and 19-14613)
Hon. Raymond B. Ray (19-14606, 19-14607, 19-14608, 19-
14610, 19-14611, 19-14612)
Debtors' Counsel: Tate M. Russack, Esq.
RLC LAWYERS & CONSULTANTS
7999 North Federal Hwy, Suite 100 A
Boca Raton, FL 33487
Tel: 561-571-9610
410-353-2176
Fax: 800-883-5692
Email: tate@russack.net
Estimated Estimated
Assets Liabilities
-------------------- -------------------
American Resource $100,000 to $500,000 $1 mil. to $10 mil.
Management, LLC (DE)
American Resource $0 to $50,000 $1 mil. to $10 mil.
Management, LLC (IL)
American Resource $0 to $50,000 $1 mil. to $10 mil.
Management Group,
LLC (FL)
Boomtown Holding $0 to $50,000 $1 mil. to $10 mil.
Group, LLC (DE)
Redemption and $0 to $50,000 $1 mil. to $10 mil.
Release, LLC (DE)
Redemption Holdings $0 $2,367,001
USA, LLC
Resort Exit $0 to $50,000 $1 mil. to $10 mil.
Team LLC (FL)
Vacation Properties $0 to $50,000 $1 mil. to $10 mil.
for Less, LLC
VPL Holdings, LLC (FL) $0 to $50,000 $1 mil. to $10 mil.
The petitions were signed by Shyla Cline and Scott Morse,
managers.
A full-text copy of American Resource Management, LLC (DE)'s
petition containing, among other items, a list of the Debtor's five
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14605.pdf
A full-text copy of American Resource Management, LLC (IL)'s
petition containing, among other items, a list of the Debtor's
three unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14606.pdf
A full-text copy of American Resource Management Group, LLC (FL)'s
petition containing, among other items, a list of the Debtor's five
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14607.pdf
A full-text copy of Boomtown Holding Group, LLC (DE)'s petition
containing, among other items, a list of the Debtor's five
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14608.pdf
A full-text copy of Redemption and Release, LLC (DE)'s petition
containing, among other items, a list of the Debtor's four
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14609.pdf
A full-text copy of Redemption Holdings USA, LLC's petition
containing, among other items, a list of the Debtor's five
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14610.pdf
A full-text copy of Resort Exit Team LLC (FL)'s petition
containing, among other items, a list of the Debtor's five
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14611.pdf
A full-text copy of Vacation Properties for Less, LLC's petition
containing, among other items, a list of the Debtor's five
unsecured creditors is available for free at:
http://bankrupt.com/misc/flsb19-14612.pdf
A full-text copy of VPL Holdings, LLC (FL)'s petition containing,
among other items, a list of the Debtor's five unsecured creditors
is available for free at:
http://bankrupt.com/misc/flsb19-14613.pdf
APEX XPRESS: NJ Judge Denies Bid for Ch. 11 Trustee Appointment
---------------------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey denied the motion of Local 807 Pension and
Benefit Fund seeking of an order appointing a Chapter 11 trustee
for Apex Xpress, Inc.
Judge Meisel further noted that the motion was denied without
prejudice to the Movant’s refiling of a Motion in advance of the
confirmation hearing scheduled for May 16, 2019, or on shortened
notice.
About Apex Xpress
Apex Xpress, Inc., formerly known as Apex Trucking, provides
transportation services. The Company offers copier, car, and
motorcycle transportation services, as well as warehousing, copier
installation, prepping, flatbed and building services. The Company
has locations in Secaucus, New Jersey, Brooklyn, Maryland and
Brockton, Massachusetts.
Apex Xpress filed for bankruptcy protection (Bankr. D.N.J. Case No.
18-13134) on Feb. 16, 2018. In the petition signed by Robert M.
Cerchione, president, the Debtor estimated assets of $1 million to
$10 million, and liabilities of $10 million to $50 million.
The Hon. Stacey L. Meisel oversees the case.
The Debtor tapped Saul Ewing Arnstein & Lehr LLP as its legal
counsel, and Argus Management Corporation as its financial
advisor.
On May 19, 2018, an order was entered approving the appointment of
Kenneth J. DeGraw, as the examiner of Apex Xpress. The Examiner
hired Mellinger Sanders & Sanders, LLC, as his legal counsel, and
Withum Smith & Brown, PC, as his accountant.
APPLOVIN CORP: S&P Affirms 'B+' Rating on First-Lien Debt Raise
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
AppLovin Corp., and its 'B+' issue-level rating on the company's
upsized first-lien credit facility.
AppLovin, a provider of performance-based targeted marketing for
mobile app developers and developer of mobile games, is raising
$400 million incremental first-lien debt. The company will use the
majority of this debt to fund acquisitions over the course of 2019,
focused on additional mobile game design studios.
Although this transaction will increase AppLovin's debt balance to
$1.2 billion from approximately $800 million, very strong 2018
operating performance—including double digit revenue and EBITDA
growth—will leave the firm with credit metrics comparable to the
launch of its original $820 million term loan in August 2018. The
company has continued to outperform S&P's growth expectations,
including by purchasing a gaming studio in March 2018. AppLovin was
founded in 2011 primarily to help independent mobile game
developers grow their daily active users (DAU). In 2018, the
company ventured into owning game content and studios and has
realized significant revenue synergies from its marketing
technology algorithms and the games it owns. For example, one app
which AppLovin now owns, had a few hundred thousand DAUs prior to
AppLovin's acquisition. It now has a few million DAUs and the
acquired business' annual run-rate revenue has increased to about
$280 million from $60 million when it was acquired.
"The stable outlook on AppLovin reflects our expectation that it
will continue to increase its revenue and earnings as its existing
customers spend more to grow their marketing presence and new
customers discover AppLovin, thus increasing the daily average
number of users the platform reaches. We also expect the company's
customer acquisition costs to remain manageable and anticipate that
it will maintain the profitability of its new gaming content
development business line," S&P said.
AQUABOUNTY TECHNOLOGIES: Closes $5.75M Offering of Common Stock
---------------------------------------------------------------
AquaBounty Technologies, Inc., has closed its previously announced
underwritten public offering of 2,554,590 shares of common stock of
the Company at a public offering price of $2.25 per share.
AquaBounty has also granted the underwriters a 45-day option to
purchase up to an additional 383,188 shares of its common stock at
the public offering price per share, less underwriting discounts
and commissions. The gross proceeds to AquaBounty from the
offering are approximately $5.75 million, before deducting
underwriting discounts and commissions and offering expenses.
H.C. Wainwright & Co. acted as the sole book-running manager for
the offering.
National Securities Corporation, a wholly owned subsidiary of
National Holdings Corporation (Nasdaq: NHLD), acted as co-manager
for the offering.
The Company currently expects to use the net proceeds of this
offering to fully fund working capital costs associated with
growing its first batches of fish at our Indiana and Rollo Bay farm
sites and other general corporate purposes.
A shelf registration statement on Form S-3 relating to the public
offering of the shares of common stock described above was filed
with the Securities and Exchange Commission and was declared
effective on April 27, 2018. A final prospectus supplement
describing the terms of the offering was filed with the SEC on
April 5, 2019, and is available on the SEC's website at
www.sec.gov. Copies of the final prospectus supplement and the
accompanying prospectus relating to the offering may be obtained
from H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New
York, NY 10022, or by calling (646) 975-6996 or by emailing
placements@hcwco.com or at the SEC's website at
http://www.sec.gov.
About Aquabounty Technologies
Headquartered in Maynard, Massachusetts, AquaBounty Technologies,
Inc. -- www.aquabounty.com -- is a publicly traded aquaculture
company focused on improving productivity and sustainability in
commercial aquaculture. The Company's objective is the application
of biotechnology to ensure the availability of high-quality seafood
to meet global consumer demand—addressing critical production
constraints in the most popular farmed species, including salmon,
trout, and tilapia.
AquaBounty incurred net losses of $10.38 million in 2018, $9.25
million in 2017, and $8.47 million in 2016. As of Dec. 31, 2018,
AquaBounty had $27.67 million in total assets, $4.43 million in
total liabilities, and $23.23 million in total stockholders'
equity.
Wolf & Company, P.C., in Boston, Massachusetts, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses and negative cash flows from
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
AVINGER INC: Receives FDA Clearance for Pantheris SV Device
-----------------------------------------------------------
Avinger, Inc. has received 510(k) clearance from the U.S. Food &
Drug Administration (FDA) for its Pantheris SV (Small Vessel)
image-guided atherectomy system.
Pantheris SV, a product line extension of Avinger's Lumivascular
image-guided atherectomy platform, is expected to expand the
available market for Pantheris by up to 50% and allow the Company
to address a larger portion of the estimated $500 million
atherectomy market. Designed with a lower profile and longer
length than Pantheris, Pantheris SV is indicated for the diagnosis
and treatment of PAD in small vessels (2 to 4 millimeters in
diameter). Pantheris SV incorporates key improvements introduced
to the platform with the launch of the next-generation Pantheris
system in June 2018, including a stiffer shaft for increased
pushability, a refined OCT imaging system, and an enhanced cutter
design.
Pantheris SV received CE Marking in October 2018 and the first
patients were treated with the device in Germany in November. The
Company intends to initiate a limited launch of Pantheris SV in
several sites in the United States when commercial product is
available. Distribution of Pantheris SV is expected to be expanded
as the Company gains additional clinical experience, builds product
inventory, and receives purchasing approvals in new Lumivascular
sites.
"We are excited to receive U.S. pre-marketing clearance for
Pantheris SV, which we believe could expand our addressable market
for atherectomy procedures by as much as 50%," said Jeff Soinski,
Avinger's president and CEO. "With the clearance of this new
device, we are well-positioned to build on the positive momentum we
have seen in our Pantheris business since the introduction of the
next-generation system in 2018. Following our anticipated limited
launch of Pantheris SV, we plan on leveraging our growing
commercial infrastructure and installed base of Lumivascular
accounts to efficiently scale up the introduction of Pantheris SV
and drive growth of our Pantheris product family in the second half
of 2019."
Dr. Jaafer Golzar, Avinger's chief medical officer and a highly
experienced interventionalist treating patients with small vessel
disease, commented, "This product line extension represents a
significant advancement for patients with PAD, in particular those
suffering from the complications of small vessel disease. Treating
small vessels presents a number of challenges and physicians have
had a limited set of minimally invasive tools that can provide safe
and effective outcomes for this high-risk patient population.
Pantheris SV uses a combination of directional atherectomy with
onboard image-guidance to provide several potential clinical
advantages, including an enhanced safety profile, the ability to
maximize luminal gain without causing vascular injury, and precise
vessel measurement capabilities."
Atherectomy is a minimally invasive treatment for PAD in which a
catheter-based device is used to remove plaque from a blood vessel.
Lumivascular technology allows physicians, for the first time
ever, to see from inside the artery during an atherectomy procedure
by using an imaging modality called optical coherence tomography,
or OCT, that is displayed on Avinger's proprietary Lightbox
console. Physicians performing atherectomy with other devices must
rely solely on X-ray as well as tactile feedback to guide their
interventions while treating complicated arterial disease. With
the Lumivascular approach, physicians can more accurately navigate
their devices and treat PAD lesions, thanks to the real-time OCT
images generated from inside the artery, without exposing
healthcare workers and patients to the negative effects of ionizing
radiation.
About Avinger, Inc.
Headquartered in Redwood City, California, Avinger -- s
www.avinger.com -- is a commercial-stage medical device company
that designs and develops the first-ever image-guided,
catheter-based system that diagnoses and treats patients with
peripheral artery disease (PAD). PAD is estimated to affect over
12 million people in the U.S. and over 200 million worldwide.
Avinger is dedicated to radically changing the way vascular disease
is treated through its Lumivascular platform, which currently
consists of the Lightbox imaging console, the Ocelot family of
chronic total occlusion (CTO) catheters, and the Pantheris family
of atherectomy devices.
Avinger reported a net loss applicable to common stockholders of
$35.69 million for the year ended Dec. 31, 2018, compared to a net
loss applicable to common stockholders of $48.73 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, Avinger had $23.69
million in total assets, $14.23 million in total liabilities, and
$9.46 million in total stockholders' equity.
Moss Adams LLP, in San Francisco, California, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 6, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, stating that the
Company's recurring losses from operations and its need for
additional capital raise substantial doubt about its ability to
continue as a going concern.
CAH ACQUISITION 5: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
------------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Texas directed the U.S. Trustee to appoint a Chapter 11
trustee for CAH Acquisition Company #5, LLC.
The order was made pursuant to the request of Bank of Hays to
appoint a Chapter 11 trustee for the Debtor.
The Court further ordered Cohesive Healthcare Management +
Consulting, LLC, the state court-appointed receiver for the Debtor,
to promptly turn over all properties of the Debtor's estate to the
appointed chapter 11 trustee upon the United States Trustee's
appointment of a chapter 11 trustee.
About Hillsboro Community Hospital
Hillsboro Community Hospital offers a broad range of services
including emergency, surgery services, radiology, laboratory,
inpatient care, rehabilitation services and swing bed. Also offered
at Hillsboro Community Hospital are EEGs and EKGs, treadmill, nerve
conduction, and sleep apnea studies.
Hillsboro Community Hospital filed a voluntary Chapter 11 petition
under Chapter 11 (Bankr. W.D. Mo. Case No. 19-10359) on March 13,
2019. The Debtor previously sought bankruptcy protection (Bankr.
W.D. Mo. Case No. 11-44743) on Oct. 10, 2011.
In the petition signed by Kathy Hammons, chief executive officer of
the court-appointed receiver, the Debtor estimated $10 million to
$50 million in both assets and liabilities.
Bruce E. Strauss, Esq., at Merrick, Baker & Strauss, P.C.,
represents the Debtor as counsel.
On March 26, 2019, Brent King was appointed as Chapter 11 trustee.
CAMBER ENERGY: Revises LOI for Construction Company Acquisition
---------------------------------------------------------------
Camber Energy, Inc., has executed a revised non-binding Letter of
Intent in connection with the Company's previously announced
planned acquisition of a midstream pipeline integrity services,
specialty construction and field services company in an all-stock
transaction.
Louis G. Schott, the interim CEO of Camber noted, "We have revised
the Letter of Intent based on discussions with the NYSE American.
This positions both parties towards a planned closing in the next
four to five weeks. Our team made a successful diligence trip this
week to meet with the acquisition company's management."
Mr. Schott further stated, "We are very enthusiastic about the
acquisition and its potential for growth. If closed, this
transaction will enable the Company to leverage its available cash
reserves and build shareholder value through a change in business
focus to pipeline service and construction. With our planned
partner, we anticipate substantial opportunities to leverage growth
in the markets the pending acquisition is targeting. In fact, we
are currently reviewing several acquisition targets to further grow
the business."
The closing of the transaction is subject to customary closing
conditions, negotiation of final transaction documents and
transaction terms, and other conditions, including, but not limited
to the consent of the holder of the Company's Series C Preferred
Stock, executing an agreement with Camber's Series C Preferred
Stock holder amending the Series C Preferred Stock to alter the
conversion rights, and obtaining the requisite NYSE American
approval. The terms of the Letter of Intent contemplate issuing
the seller a new series of convertible preferred stock which will
be convertible into between 67% and 70% of Camber's outstanding
common stock on a fully-diluted basis (after shareholder approval
as required under applicable NYSE American rules and requirements).
The transaction may not close timely, on the terms set forth in
the Letter of Intent, or at all. The transaction is subject to the
conditions above, and the parties contemplate entering into a
definitive agreement in connection with the transaction on or
before May 7, 2019, which agreement and definitive terms associated
therewith will be included on a Form 8-K filed by the Company.
The transaction will result in the shareholders of the acquired
entity obtaining voting control over the Company. In addition, the
Company plans to pursue additional acquisitions in connection with
this potential transaction.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas Panhandle.
Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017. As of Dec. 31, 2018, Camber Energy
had $10.10 million in total assets, $2.48 million in total
liabilities, and $7.62 million in total stockholders' equity.
GBH CPAs, PC's audit opinion included in the company's Annual
Report on Form 10-K for the year ended March 31, 2018 contains a
going concern explanatory paragraph stating that the Company has
incurred significant losses from operations and had a working
capital deficit as of March 31, 2018. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
CELADON GROUP: Divests A&S/Kinard & Buckler Transport Business Unit
-------------------------------------------------------------------
Celadon Group, Inc. has disposed of its A&S Kinard and Buckler
Transport subsidiaries in an all cash transaction. In addition,
the Company has entered into a Fifteenth Amendment to its credit
facility.
Disposition
The Company continued its strategic plan to streamline operations,
reduce total debt, and focus on its core business by completing the
sale of A&S/Buckler effective April 1, 2019. The purchaser was an
affiliate of Day & Ross Inc., a leading Canadian LTL, truckload and
dedicated carrier and subsidiary of McCain Foods Limited. The
Company had acquired the A&S/Buckler businesses in 2014-15, and
these business units had operated largely on a standalone basis,
primarily providing regional, dedicated, and specialized
transportation services in the Northeast and Mid-Atlantic regions.
In 2018, A&S/Buckler generated approximately $160.4 million in
revenue, excluding certain operations that were not included in the
transaction. The gross enterprise value for the transaction was
approximately $139.5 million, subject to customary adjustments.
Approximately $67.5 million of the proceeds was used to pay down
A&S's equipment debt and capital leases, and the balance was used
to pay transaction expenses, to reduce borrowings under the
Company's revolving credit agreement, and to provide additional
liquidity.
A full-text copy of the Purchase Agreement is available for free
at:
https://is.gd/R5GaHg
Credit Agreement Amendment
On March 29, 2019, the Company and substantially all of its
subsidiaries entered into a Fifteenth Amendment to the Company's
credit facility. The amendment, among other changes, provided for
the following:
* Consent framework for the A&S/Buckler disposition as well as
an
additional contemplated disposition that is expected to occur
by April 15.
* Reduction of the previous pay down requirement and an
extension
of the pay down date from March 31 to April 15, to align the
credit agreement terms with the expected net proceeds and
timing of the A&S/Buckler disposition and the other
contemplated disposition.
* Reset of the maximum borrowing amount and maximum outstanding
amount available under the credit facility to align with the
revised pay down requirement and timing.
* Additional funds for liquidity and revised financial covenants
through May 24.
The existing credit facility matures on June 29, 2019, and contains
financial and other terms that require a material pay down by April
15 (which the Company expects to satisfy with the contemplated
disposition referenced above) and additional amendment or extension
by May 24. The Company intends to use the period through May 24 to
continue evaluating, together with its revolving credit lenders,
the potential for a long-term extension of the credit facility as
well as all available alternatives.
A full-text copy of the Amended Credit Agreement is available for
free at: https://is.gd/dyDBrC
Company Comments
Paul Svindland, the Company's chief executive officer, commented:
"We appreciate the contributions of A&S/Buckler team over the
several years they were part of our Celadon family of companies.
They have outstanding businesses and will find a strong fit and
home at Day & Ross, which is building a leading dedicated truckload
business in North America. We expect that all A&S/Buckler
stakeholders – drivers and other employees, customers, and
vendors - will experience a smooth transition and a bright
future."
Mr. Svindland continued, "Over the past several quarters, we have
been diligently focused on streamlining our business, improving the
results of our core North American truckload operations, improving
our capital structure, and resolving the accounting, litigation,
and regulatory issues that had arisen under prior management. The
sale of A&S/Buckler marks another material milestone toward
executing our plan. We anticipate additional announcements in the
near term as we focus on positioning the Company to pay down
additional debt, refresh our tractor fleet, complete our financial
restatement and audits, and solidify our capital structure."
About Celadon
Celadon Group, Inc. -- http://www.celadongroup.com/-- provides
long haul, regional, local, dedicated, intermodal,
temperature-protect, and expedited freight service across the
United States, Canada, and Mexico. The Company also owns Celadon
Logistics Services, which provides freight brokerage services,
freight management, as well as supply chain management solutions,
including logistics, warehousing, and distribution. The Company is
headquartered in Indianapolis, Indiana.
In a press release dated April 2, 2018, Celadon stated that based
on issues identified in connection with the Audit Committee
investigation and management's review, financial statements for
fiscal years ended June 30, 2014, 2015, 2016, and the quarters
ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new
senior management team, led by the Company's new chief financial
officer and new chief accounting officer, commenced a review of the
Company's current and historical accounting policies and
procedures. The internal investigation and management review have
identified errors that will require adjustments to the previously
issued 2014, 2015, 2016, and 2017 financial statements.
On April 18, 2018, Peter Elkins, lead analyst at the New York Stock
Exchange LLC, filed a Form 25 with the Securities and Exchange
Commission notifying the removal from listing or registration of
Celadon's common stock on the Exchange.
CHINA BAT: Posts $7.6 Million Net Income in 2018
------------------------------------------------
China Bat Group, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting net income of
$7.64 million on $488,062 of income from operating lease for the
year ended Dec. 31, 2018, compared to a net loss of $10.69 million
on $0 of income from operating lease for the year ended Dec. 31,
2017.
During the year ended Dec. 31, 2018, the net income from
discontinued operations was comprised of a net income of $277,756
from discontinued operations of microcredit service against a gain
of $9,689,873 from disposal of the discontinued operations of
microcredit service, and a net loss of $125,324 from discontinued
operations of Beijing Youjiao against a gain of $125,324 from
termination VIE agreements with Beijing Youjiao.
As a result of the foregoing, net income for the year ended Dec.
31, 2018 was $7,647,157 representing a change of $18,346,897 from
net loss of $10,699,740 for the year ended Dec. 31, 2017.
As of Dec. 31, 2018, China BAT had $3.21 million in total assets,
$409,357 in total liabilities, and $2.80 million in total
shareholders' equity.
The Company disposed its microcredit business and launched
luxurious car leasing business in May 2018. As of Dec. 31, 2018,
the Company had cash balance of $1,484,116 and a positive working
capital of $1,162,681. The management estimated the operating
expenses obligation for the next twelve months after issuance of
the financial statements to be $500,000. Therefore, the management
believes that the Company will continue as a going concern in the
following 12 months. In addition, the Company's shareholders will
continuously provide financial support to the Company when there is
any business expansion plan.
During the year ended Dec. 31, 2018, the Company had a cash outflow
from operating activities of US$87,032, a decrease of US$1,097,598
from a cash outflow of US$1,184,630 for the year ended Dec. 31,
2017. The Company generated a net income for the year ended
Dec. 31, 2018 of US$7,647,157, a change of US$18,346,897 from the
year ended Dec. 31, 2017, during which the Company incurred a net
loss of US$10,699,740.
Net cash used in investing activities for the year ended Dec. 31,
2018 was US$3,272,034 as compared to net cash used in investing
activities of US$457,770 for the year ended Dec. 31, 2017. The
cash used in investing activities for the year ended Dec. 31, 2018
was net effects of purchase of seven used luxurious cars of
$2,117,477, a cash transfer out of $499,496 in connection with
discontinued operation and net cash of $1,270,070 used in investing
activities from discontinued operation netting off against proceeds
of $500,000 from disposal of discontinued operations and proceeds
of $121,752 from disposal of one used luxurious car in August
2018.
During the year ended Dec. 31, 2018, the cash provided by financing
activities was mainly attributable to borrowings from two third
parties of $226,713, capital of $3,265,370 raised from private
placements of common stocks, and capital of $314,352 raised from a
private placement of convertible promissory notes.
The Company's report on Form 10-K is available from the SEC's
website at https://is.gd/KCUxr3.
About China Bat Group
China Bat Group, Inc., formerly known as China Commercial Credit,
currently engages in used luxurious car leasing. The used
luxurious car business is conducted under the brand name "Batcar"
by the Company's VIE entity, Beijing Youjiao Technology Limited.
On Feb. 7, 2019, China Bat received a written notification from the
NASDAQ Stock Market Listing Qualifications Staff indicating that
the Company has regained compliance with the periodic filing
requirement for continued listing on the NASDAQ Capital Market
pursuant to NASDAQ Listing Rule 5500(a)(2) based on the closing bid
price of the Company's common stock being at $1.00 per share or
greater for ten consecutive business days, from January 17 through
Feb. 6, 2019.
* * *
This concludes the Troubled Company Reporter's coverage of China
Bat Group until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CHOICE ONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Choice One Staffing Group, Inc.
fka First Choice Staffing Group, Inc.
2009 MacKenzie Way, Suite 250
Cranberry Twp, PA 16066
Business Description: Township, Pennsylvania-based Choice One
Staffing Group, Inc. --
https://choice1staffing.com -- is a
full-service staffing firm that assists
businesses in filling their administrative,
light industrial, technical, medical, and
hospitality employment needs. Choice One
Staffing works on both the local and
national level.
Chapter 11 Petition Date: April 9, 2019
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Case No.: 19-21455
Debtor's Counsel: Guy C. Fustine, Esq.
KNOX MCLAUGHLIN GORNALL & SENNETT, P.C.
120 West Tenth Street
Erie, PA 16501
Tel: 814-459-2800
E-mail: mwernick@kmgslaw.com
gfustine@kmgslaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Julie E. Sacriponte, 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/pawb19-21455.pdf
COCRYSTAL PHARMA: Appoints New Member to Board of Directors
-----------------------------------------------------------
The Board of Directors of Cocrystal Pharma, Inc., has appointed Dr.
Anthony Japour as a director to fill a vacancy on the Board,
effective April 4, 2019. Dr. Japour was designated by Dr. Raymond
Schinazi, the Company's principal stockholder, pursuant to the
Stockholder Rights Agreement, dated Nov. 24, 2014. Dr. Japour was
also appointed as a member of the Compensation Committee and the
Corporate Governance and Nominating Committee of the Board,
effective immediately.
Anthony Japour, M.D., 59, has served as a medical director of ICON
plc, a global provider of outsourced drug development and
commercialization solutions and services to the pharmaceutical,
biotechnology, medical device and government and public health
organizations, since February 2016. Prior to that, from April 2012
to February 2016, Dr. Japour worked as an internal medicine
physician at Elite Health Medical Group in Miami, Florida, where he
specialized in infectious diseases. Dr. Japour is also the owner
and director of Anthony Japour and Associates, Medical and
Scientific Consulting, Inc., a medical and scientific consulting
firm he established in November 2006.
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a clinical stage biotechnology company discovering and
developing novel antiviral therapeutics that target the replication
machinery of hepatitis viruses, influenza viruses, and noroviruses.
The company is headquartered in Tucker, Georgia.
Cocrystal Pharma incurred a net loss of $49.05 million in 2018,
following a net loss of $613,000 in 2017. As of Dec. 31, 2018,
Cocrystal Pharma had $68.56 million in total assets, $1.67 million
in total liabilities, and $66.88 million in total stockholders'
equity.
BDO USA, LLP, in Miami, Florida, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 1,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company has suffered
recurring losses from operations, negative cash flows from
operations and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.
COMMUNITY HEALTH: Vanguard Group Has 10% Stake as of March 29
-------------------------------------------------------------
The Vanguard Group reported in its most recent filing with the
Securities and Exchange Commission that as of March 29, 2019, it
beneficially owns 11,720,447 shares of common stock of Community
Health Systems Inc., which represents 10.08 percent of the shares
outstanding.
Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 82,626 shares or
.07% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of collective trust accounts.
Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, Inc., is the beneficial owner of 15,356 shares
or .01% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of Australian investment
offerings.
A full-tex copy of the Schedule 13G/A is available for free at:
https://is.gd/OACXRc
About Community Health
Community Health -- http://www.chs.net/-- is a publicly traded
hospital company and an operator of general acute care hospitals in
communities across the country. As of Dec. 31, 2018, the Company
owned or leased 113 hospitals with an aggregate of 18,227 licensed
beds, comprised of 111 general acute care hospitals and two
stand-alone rehabilitation or psychiatric hospitals. These
hospitals are geographically diversified across 20 states, with the
majority of its hospitals located in regional networks or in close
geographic proximity to one or more of our other hospitals. The
Company's headquarters are located in Franklin, Tennessee, a suburb
south of Nashville. Shares in Community Health Systems, Inc., are
traded on the New York Stock Exchange under the symbol "CYH."
Community Health reported a net loss attributable to the Company's
stockholders of $788 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to the Company's stockholders
of $2.45 billion for the year ended Dec. 31, 2017. As of Dec. 31,
2018, Community Health had $15.85 billion in total assets, $16.81
billion in total liabilities, $504 million in redeemable
non-controlling interests in equity of consolidated subsidiaries,
and a total stockholders' deficit of $1.46 billion.
* * *
As reported by the TCR on July 2, 2018, S&P Global Ratings raised
its corporate credit rating on Franklin, Tenn.-based hospital
operator Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). The outlook is negative. "The upgrade of
Community to 'CCC+' reflects the company's longer-dated debt
maturity schedule, and our view that its efforts to rationalize its
hospital portfolio as well as improve financial performance and
cash flow should strengthen credit measures over the next 12 to 18
months."
In May 2018, Fitch Ratings downgraded Community Health Systems'
(CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the
company's announcement of an offer to exchange three series of
senior unsecured notes due 2019, 2020 and 2022.
CROSSMARK HOLDINGS: Moody's Cuts CFR to Ca on Interest Non-Payment
------------------------------------------------------------------
Moody's Investors Service downgraded CROSSMARK Holdings, Inc.'s
ratings following the deemed limited default by virtue of a missed
interest payment on its second lien term loan and the subsequent
expiration of the five business day grace period. Moody's
downgraded the Corporate Family Rating to Ca from Caa3, the
Probability of Default Rating to C-PD/LD from Caa3-PD, the senior
secured first lien bank credit facilities rating to Ca from Caa2
and the second lien term loan rating to C from Ca. The ratings
outlook is stable.
CROSSMARK failed to make its interest payment on its second lien
term loan on March 29, 2019 and the five day grace period expired
on April 5, 2019. Prior to the missed interest payment, CROSSMARK
entered into a Restructuring Support Agreement on December 31, 2018
which included a forbearance of the March interest payment. Given
CROSSMARK's unsustainably high leverage and the 2019 maturities of
its first lien bank credit facilities, Moody's expects that a
restructuring of CROSSMARK's debt is imminent.
The following ratings are downgraded:
Issuer: CROSSMARK Holdings, Inc.
Probability of Default Rating, Downgraded to C-PD /LD from Caa3-PD
Corporate Family Rating, Downgraded to Ca from Caa3
Senior Secured First lien Revolving Credit Facility, Downgraded to
Ca (LGD4) from Caa2 (LGD3)
Senior Secured First Lien Term Loan, Downgraded to Ca (LGD4) from
Caa2 (LGD3)
Senior Secured Second Lien Term Loan, Downgraded to C (LGD6) from
Ca (LGD5)
Outlook Actions:
Issuer: CROSSMARK Holdings, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
CROSSMARK's Ca CFR reflects expectations of an imminent debt
restructuring as a result of its unsustainably high leverage, weak
liquidity and near dated debt maturities. It also reflects Moody's
view of a lower than average recovery given CROSSMARK's weak
earnings trend and limited tangible assets. CROSSMARK's $52.5
million revolving credit facility expires on June 30, 2019 and its
approximately $400 million first lien term loan comes due on
December 21, 2019. For the twelve months ended September 30, 2018,
CROSSMARK's debt-to-EBITDA was 10.9x (inclusive of Moody's lease
adjustments) and EBITA-to-interest expense was 0.9x.
The stable outlook acknowledges Moody's view that the likely
outcome is out of court debt restructuring and that the ratings
fully reflect Moody's anticipated recovery levels.
CROSSMARK's ratings could be upgraded should it successfully
achieve an out of court restructuring of its debt maturities which
results in a sustainable level of debt and interest expense going
forward with an adequate liquidity profile.
CROSSMARK's probability of default rating could be downgrade to D
should it pursue a formal reorganization under US Bankruptcy Code.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Plano, TX, CROSSMARK Holdings, Inc. is a sales and
marketing services company in the consumer goods industry that
provides services to consumer products companies, manufacturers and
retailers. The company operates three business segments: Sales
Agency, Marketing Services, and International. The Sales Agency
includes the management of headquartered sales activities, category
and space management, and retail services such as routine store
coverage and project work. Marketing services includes in-store
product demonstrations and sampling, experiential marketing, and
data collection. The company is currently owned by affiliates of
Warburg Pincus. For the twelve months ended September 30, 2018,
revenues were below $700 million.
DFC HOLDINGS: Updated Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Twelve affiliates that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
DFC Holdings, Inc. 19-10541
dba Dessin Fournir Companies
308 W. Mill St.
Plainville, KS 67663
C.S. Post, Inc. 19-10542
dba C.S. Post & Co.
308 West Mill
Plainville, KS 67663
The Oak Street Planing Mill, L.L.C. 19-10543
DFC Holdings, LLC d/b/a Rose Cumming Chintzes 19-10544
EB Manufacturing, LLC 19-10545
Kenneth Meyer LLC 19-10546
DFC Corp., Inc. 19-10547
Palmer Hargrave, Inc. 19-10548
Dessin Fournir, Inc. 19-10549
Therien, LLC 19-10550
dba Therien
308 W. Mill St.
Plainville, KS 67663
The Rien Corp, LLC 19-10551
Classic Cloth, Inc. 19-10552
Business Description: DFC Holdings is a luxury furniture and
textile design firm headquartered in
Plainville, Kansas. The Company also
provides lighting, wall coverings, drapery
hardware, leather, trims, and accessories.
Its brands include Dessin Fournir, Gerald,
Palmer Hargrave, Fritsch, ClassicCloth, Rose
Cumming, Therien, Quatrain, Kenneth Meyer,
and Erika Brunson. For more information,
visit www.dessinfournir.com.
C.S. Post -- https://www.cspost.com --
operates a general store that sells, among
others, fresh flowers, linen cocktail
napkins, vintage tables, and lamps.
Chapter 11 Petition Date: April 8, 2019
Court: United States Bankruptcy Court
District of Kansas (Wichita)
Judge: Hon. Robert E. Nugent
Debtors' Counsel: Edward J. Nazar, Esq.
HINKLE LAW FIRM, L.L.C.
1617 North Waterfront Parkway, Suite 400
Wichita, KS 67206-6639
Tel: 316.267.2000
Fax: 316.264.1518
Email: ebn1@hinklaw.com
enazar@hinklaw.com
DFC Holdings'
Total Assets: $66,471
DFC Holdings'
Total Liabilities: $9,480,598
C.S. Post's
Total Assets: $152,238
C.S. Post's
Total Liabilities: $8,218,342
Therien, LLC's
Estimated Assets: $240,294
Therien, LLC's
Estimated Liabilities: $9,719,550
The petitions were signed by Charles G. Comeau, president.
Full-text copies of three of the Debtors' petitions are available
for free at:
http://bankrupt.com/misc/ksb19-10541.pdf
http://bankrupt.com/misc/ksb19-10542.pdf
http://bankrupt.com/misc/ksb19-10550.pdf
A. List of DFC Holdings's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Michael Last $117,000
44 W 62nd Street, Apt 12C
New York, NY 10023
2. Morris Laing $57,618
300 N Mead, Suite 200
Wichita, KS 67202
3. Parry Murray $54,776
6 Cherry Orchard Road
3rd Floor Simpson House
Croydon CR06BA, England
4. Ainsworth-Noah & Associates $49,020
351 Peachtree Hills Ave, Suite 518
Atlanta, GA 30305
5. Dolly Fabrics $26,547
310 5th Avenue, 4th Floor
New York, NY 10001
6. Assurance Partners $25,432
2090 S Ohio
P O Box 1213
Salina, KS 67402
7. Nancy Cecil $24,000
33 Bancroft St.
Portland, ME 04102
8. Adams Brown $23,190
Beran & Ball
PO Box 1186
Hays, KS 67601
9. Alltex LTD $15,480
Stormer Hills Works
Mill Street
Tottington
Lancashire
BL8 4AT
10. The Martin Group $14,639
Boston Design Center
1 Design Center Place
Boston, MA 02210
11. CNA Insurance $11,153
P O Box 790094
Saint Louis, MO 63179
12. Adams Brown Beran & Ball $10,661
2006 Broadway, Suite 2A
PO Drawer J
Great Bend, KS 67530
13. MDP Consulting LLC $9,398
15200 Armory Drive
Norton, KS 67654
14. Rooks County Treasurer $9,324
PO Box 525
Stockton, KS 67669
15. Town, LLC $9,028
601 South
Broadway, Ste A
Denver, CO 80209
16. Penthouse Drapery Customer $6,958
4033 16th Ave SW, Suite A Deposits
Seattle, WA 98106
17. Fritsch Manufaktur GmbH $6,173
August-Schanz-Str.4 0
Frankfurt GE D-60433
18. Susan Mills $6,115
Seattle Design Center
5703 6th Avenue South
Seattle, WA 98108
19. Lonsway Consulting LLC $5,075
5615 S Kensington Ave
La Grange, IL 60525
20. Vescom $4,129
56 Pine St., Suite 600
Providence, RI 02903
B. List of C.S. Post's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Robert E and $58,246
Patricia Schmidt
Foundation
P O Box 916
Hays, KS 67601
2. 1st Bank One $46,047
Cardmember Services
P O Box 94014
Palatine, IL 60094
3. Chase Credit Card $33,659
PO Box 94014
Palatine, IL 60094
4. Capital One Services $15,267
PO Box 60000
Seattle, WA 98190
5. Bank of America NA $12,192
NW Legal Order Processing
WA1-501-10-17
PO Box 3977
Seattle, WA
98124-2477
6. Ellis County Treasurer $8,749
PO Box 520
Hays, KS 67601
7. American Express $6,210
PO Box 981535
El Paso, TX
79998-1535
8. Chase $4,678
PO Box 6294
Carol Stream, IL
60197-6294
9. Chase $3,704
PO Box 6294
Carol Stream, IL
60197-6294
10. Visa $3,565
11. ChaVisa $3,450
12. GV Gloval Views $1,331
PO Box 11527
Fort Worth, TX 76110
13. Nationwide $760
PO Box 10479
Des Moines, IA 50306
14. The Caldrea Company $729
20 Constitution
Blvd. South
Shelton, CT 06484
15. Sun Delivery LLC $628
13 Stanley Ave
Thomasville, NC 27360
16. World's Away $563
397 S Front Street
Memphis, TN 38103
17. RSVP International Inc. $428
4435 Colorado
Avenue South
Seattle, WA 98134
18. Harold Import Co Inc. $393
747 Vassar Avenue
Lakewood, NJ 08701
19. Bank of America NA $365
NW Legal Order Processing
WA1-501-10-17
P O Box 3977
Seattle, WA
98124-2477
20. Liberty Group $340
308 W. Mills Street
Plainville, KS 67663
C. List of Therien, LLC's 20 Largest Unsecured Creditors:
1. Witherbee Properties LLC $379,217
c/o Steve McClintock
6333 West 3rd Street, Unit 909
Los Angeles, CA 90036
2. San Francisco Design Center $133,957
Atn: Darryl Tom
2 Henry Adams, Street M17
San Francisco, CA 94103
3. Jane Ken Fitzsimmons $108,750
23 Olympic Circle
Napa, CA 94558
4. Internal Revenue Service $108,409
Centralized Insolvency
P O Box 7346
Philadelphia, PA
19101-7346
5. Dessin Fournir $57,000
308 W. Mill
Plainville, KS 67663
6. Kress Rosenthal $38,602
955 Dolores Street
San Francisco, CA 94110
7. Colorful Choice Painting Co $28,450
17707 S Crenshaw, Blvd #320
Torrance, CA 90504
8. California Department of Tax $27,850
and Fee Administration
PO Box 942879
Sacramento, CA 94279
9. Jed Lind Interiors Customer $25,961
6710 Melrose Ave Deposits
Los Angeles, CA 90038
10. Sandra Esquivel Customer $24,430
7022 TRC Drive, Suite 550 Deposits
Orlando, FL 32822
11. Lars Ramzell $14,915
243 21st Avenue, No 3
San Francisco, CA 94121
12. Waldo's Design Customer $14,687
620 N Almont Dr Deposits
West Hollywood, CA 90069
13. Peter Lansenfeldt $14,500
Ekered Manor
Floda SWE 44835
14. CM Wright Inc Customer $14,000
1563 Sunset Plaza Dr Deposits
West Hollywood, CA 90069
15. Richard Hallberg Int Design Customer $11,858
8748 1/4 Melrose Ave Deposits
West Hollywood, CA 90069
16. John Becker 8567 $10,865
Holloway Dr. #1
West Hollywood, CA 90069
17. Michael S Smith Inc Customer $10,269
1646 Nineteenth St Deposits
Santa Monica, CA 90404
18. Gloria Clumeck $8,500
765 Market Street No 26A
San Francisco, CA 94103
19. All Four Seasons $8,149
AC and Heating
5158 Clareton Dr #148
Agoura Hills, CA 91376
20. Thomas Job $8,125
1359 Verano Dr.
Palm Springs, CA 92264
DIGITAL COMMUNICATION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Digital Communication Solutions, LLC
dba Digital Communication Group, LLC
1006 Benstein Road, Suite 103
Walled Lake, MI 48390
Business Description: Headquartered in Michigan, Digital
Communication Solutions, LLC --
http://technologiesbydcs.com-- is a full
service company offering technology products
for both residential and commercial
applications in the cable industry, home
theaters, media centers, security cameras,
networks, phone systems, and construction
services.
Chapter 11 Petition Date: April 9, 2019
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Case No.: 19-45385
Judge: Hon. Thomas J. Tucker
Debtor's Counsel: Elliot G. Crowder, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: 248-354-7906 Ext. 2254
Email: ecrowder@sbplclaw.com
- and -
Ernest Hassan, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: ehassan@sbplclaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kent Culp, member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb19-45385_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mieb19-45385.pdf
EASTMAN KODAK: Completes Sale of Flexographic Packaging Division
----------------------------------------------------------------
Eastman Kodak Company and Montagu Private Equity LLP announced the
completion of the sale of Kodak's flexographic packaging division
(FPD). Now part of Montagu's portfolio, the division operates as a
standalone company known as Miraclon. As previously announced,
Kodak's flexographic leadership team has transitioned as part of
the deal and will continue to directly manage this business.
Proceeds at close were approximately $320 million, which included
the gross purchase price of $340 million less agreed indebtedness,
other items, and delayed proceeds related to a deferred close
entity.
The net proceeds from the transaction will be used by Kodak to
reduce outstanding term debt. The Company expects to refinance the
remaining outstanding term debt.
Over the past five years, FPD has grown and thrived within Kodak
and become a significant player in the package printing industry.
"Closing this sale was a priority for Kodak, and I'm proud we were
able to execute on this plan and leverage a homegrown asset," said
Jim Continenza, executive chairman of Kodak. "This is one of many
steps we are taking to increase our financial stability and focus
on generating cash for our shareholders."
Kodak remains committed to the print industry and delivering
products and services that meet the evolving needs of printers.
Following this transaction, Kodak will continue to focus on the
demonstrated growth areas of SONORA environmental plates,
enterprise inkjet, workflow software and brand licensing. The
Company is well positioned for the future by leveraging these
growth engines and continuing to maximize value in commercial
printing, film and advanced materials.
UBS Investment Bank acted as exclusive financial advisor and Akin
Gump Strauss Hauer & Feld LLP acted as legal advisor to Kodak for
the transaction. Ernst & Young acted as financial advisor, Bain &
Co. acted as commercial advisor and Linklaters LLP acted as legal
advisor to Montagu for the transaction.
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.
Eastman Kodak reported a net loss of $16 million for the year ended
Dec. 31, 2018, compared to net earnings of $94 million for the year
ended Dec. 31, 2017. As of Dec. 31, 2018, Eastman Kodak had $1.51
billion in total assets, $1.34 billion in total liabilities, $173
million in redeemable, convertible Series A preferred stock, and a
total deficit of $3 million.
PricewaterhouseCoopers LLP, in Rochester, New York, the Company's
auditor since at least 1924, issued a "going concern" qualification
in report dated April 1, 2019, on the Company's consolidated
financial statements for the year ended Dec. 31, 2018, citing that
the Company has debt maturing in 2019, operating losses and
negative cash flows that raise substantial doubt about its ability
to continue as a going concern.
EVP 456 VALLEJO: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: EVP 456 VAllejo LLC
456 Vallejo Street
San Francisco, CA 94133
Business Description: EVP 456 VAllejo LLC is a privately held
real estate company in San Francisco,
California.
Chapter 11 Petition Date: April 10, 2019
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Case No.: 19-30390
Judge: Hon. Hannah L. Blumenstiel
Debtor's Counsel: Michael St. James, Esq.
ST. JAMES LAW, P.C.
22 Battery St. #888
San Francisco, CA 94111
Tel: (415)391-7566
E-mail: ecf@stjames-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Rowson, manager.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at:
http://bankrupt.com/misc/canb19-30390_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb19-30390.pdf
F&M TRUCKING: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of F&M Trucking, LLC as of April 8, according
to a court docket.
About F&M Trucking
F&M Trucking, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Colo. Case No. 19-11306) on Feb. 26, 2019. At the time of the
filing, the Debtor had estimated assets of less than $500,000 and
liabilities of less than $500,000. The case has been assigned to
Judge Thomas B. Mcnamara. The Debtor hired the Law Office of
Bonnie Bell Bond, LLC as its legal counsel.
FANNIE MAE: Designates Newly Elected Directors to Board Committees
------------------------------------------------------------------
Fannie Mae (formally, the Federal National Mortgage Association)
previously filed a current report on Form 8-K with the Securities
and Exchange Commission to report that Brian P. Brooks and Karin J.
Kimbrough were elected to the Board of Directors of Fannie Mae on
March 19, 2019. At the time of the Original Form 8-K filing, the
Board of Directors had not yet determined the committees on which
Mr. Brooks and Ms. Kimbrough would serve.
Fannie Mae has filed an Amended Form 8-K to report that on April 4,
2019 its Board of Directors appointed Mr. Brooks to the Risk Policy
and Capital Committee and Strategic Initiatives and Technology
Committee and Ms. Kimbrough to the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee, in
each case effective as of that date.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold. Through its single-family and
multifamily business segments, the Company provided approximately
$570 billion in liquidity to the mortgage market in 2017, which
enabled the financing of approximately 3 million home purchases,
refinancings or rental units.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.
ABOUT FANNIE MAE'S CONSERVATORSHIP
AND AGREEMENTS WITH TREASURY
Fannie Mae has operated under the conservatorship of FHFA since
Sept. 6, 2008. Treasury has made a commitment under a senior
preferred stock purchase agreement to provide funding to Fannie Mae
under certain circumstances if the company has a net worth deficit.
Pursuant to this agreement and the senior preferred stock the
company issued to Treasury in 2008, the Director of FHFA has
directed Fannie Mae to pay dividends to Treasury on a quarterly
basis since entering into conservatorship in 2008 for every
dividend period for which dividends were payable.
Fannie Mae expects to pay Treasury a first quarter 2019 dividend of
$3.2 billion by March 31, 2019. The senior preferred stock
provides for dividends each quarter in the amount, if any, by which
the company's net worth as of the end of the prior quarter exceeds
a $3.0 billion capital reserve amount.
As of Feb. 14, 2019, the maximum amount of remaining funding under
the agreement is $113.9 billion. If the company were to draw
additional funds from Treasury under the agreement with respect to
a future period, the amount of remaining funding under the
agreement would be reduced by the amount of its draw. Dividend
payments the company makes to Treasury do not restore or increase
the amount of funding available to it under the agreement.
Although Treasury owns Fannie Mae's senior preferred stock and a
warrant to purchase 79.9% percent of the company's common stock,
and has made a commitment under a senior preferred stock purchase
agreement to provide the company with funds to maintain a positive
net worth under specified conditions, the U.S. government does not
guarantee the company's securities or other obligations.
FCH MCKINNEY: May 14 Disclosure Statement Hearing
-------------------------------------------------
The hearing to consider the adequacy of the disclosure statement
explaining the Chapter 11 Plan of FCH McKinney Senior Homes, LLC,
has been scheduled for Tuesday, May 14, 2019, at 9:30 AM. The
hearing will be held at the Plano Bankruptcy Courtroom, 660 North
Central Expressway, 3rd Floor, Plano, Texas, 75074.
Class #4. General Unsecured Creditors, $101,683.00 of which
Fireside Village Addition, a related entity's claim is $100,746.00.
Class #1. Secured claim of Veritex Bank in the Allowed Secured
Amount of $2,262,000.00. If the Court approves a
Debtor-in-Possession Loan from R2R Capital, LLC, $750,000.00 will
be paid to Veritex Bank and R2R Capital, LLC's loan of
$1,100,000.00 will be paid over a Twenty-Four (24) month period
from the sale of Debtor's real estate. If the Court approves a
Debtor-in-Possession Loan from R2R Capital, LLC, property taxes
owed to Collin County, Texas will be brought current and kept
current.
Class #2. Star Creek's secured loan on the 46 lots will be paid in
full over Twenty-Four (24) months as the lots are sold.
Class #3. Secured claim of Texas Bank of Two Hundred Twenty
Thousand Dollars ($220,000.00) regarding the closing of the sales
contract of 3713 Creek View Drive, McKinney, Texas, 75071.
Class #3. Equity Interest holders are impaired. If Debtor's real
estate is sold, all administrative expenses and the U.S. Trustee's
Fees will be paid in full and when all creditors have been paid in
full, the Equity Interest Holders will each receive a portion of
the remaining sales proceeds in proportion to their share of the
ownership of Debtor. If, instead, the property is refinanced, all
creditors will be paid in full, all administrative expenses and the
U.S. Trustee's Fees will be paid in full and the Equity Interest
Holders will retain their current financial ownership percentage.
The Debtor-in-Possession Loan from R2R Capital, LLC if approved by
the Court and from payments and distributions under the Plan will
be funded by either the Debtor's sale of its real estate within 24
months of the Plan confirmation date or the refinancing of Debtor's
real estate within that time.
A full-text copy of the Disclosure Statement dated April 3, 2019,
is available at http://tinyurl.com/y6h6gm86from PacerMonitor.com
at no charge.
Attorney for the Debtor is Larry K. Hercules, Esq., in Plano,
Texas.
About FCH McKinney Senior Homes
FCH McKinney Senior Homes, LLC, operates an assisted living
facility in Dallas, Texas. FCH McKinney filed as a Domestic Limited
Liability Company in the State of Texas on April 10, 2013,
according to public records filed with Texas Secretary of State.
FCH McKinney filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
18-42734) on Dec. 3, 2018. In the petition signed by Kent C.
Conine, manager, the Debtor disclosed less than $50,000 in assets
and less than $10 million in estimated liabilities. The Debtor is
represented by Larry Kent Hercules, Esq., at Larry K Hercules,
Attorney At Law.
GLOBAL COMMISSION: DBRS Confirms BB Rating on Tranche B Advances
----------------------------------------------------------------
DBRS, Inc. confirmed the ratings on the Tranche A Advances and the
Tranche B Advances (the Advances) issued by Global Commission
Funding LLC at BBB (sf) and BB (sf), respectively.
RATING RATIONALE
The rating rationale includes the following key analytical
considerations:
-- Transaction capital structure, current ratings and form
and sufficiency of available credit enhancement.
-- The transaction parties' capabilities with regard to
origination, underwriting and servicing.
-- The credit quality of the collateral pool and
historical performance.
The transaction is a senior secured revolving lending facility for
the purpose of financing certain long-term care insurance and
non-long-term care insurance commission streams with two tranches:
the Tranche A Advances and the Tranche B Advances. Credit
enhancement consists of over-collateralization, a subordination of
the Tranche B Advances (in the case of the Tranche A Advances) and
excess spread, which results from the discount rate. Collateral and
financial triggers are included to terminate the revolving period
to the extent that actual collections are below projected
commissions by a prescribed percentage on a six-month rolling
basis.
Performance of the facility is within expectations. Credit
enhancement for Tranche A and Tranche B is within required levels.
The six-month rolling average of actual projections exceeded
projected collections and is in compliance with termination trigger
thresholds. All financial covenants are in compliance with their
respective thresholds.
Credit enhancement for the Advances was within expected parameters
and deemed sufficient to cover DBRS's expected losses at their
current respective levels.
HAMILTON ROAD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Hamilton Road Realty LLC
7 Pinewood Road
Old Westbury, NY 11568
Business Description: Hamilton Road Realty LLC is a privately
held company that is engaged in renting and
leasing real estate properties. It owns a
one family dwelling located at 14
Sandringham Road Southampton, New York,
having a comparable sale value of $2
million.
Chapter 11 Petition Date: April 10, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Case No.: 19-72596
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Richard S. Feinsilver, Esq.
RICHARD S. FEINSILVER, ESQ.
One Old Country Road, Suite 125
Carle Place, NY 11514
Tel: (516) 873-6330
Fax: (516) 873-6183
E-mail: feinlawny@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sitara Khan, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb19-72596.pdf
HEXION HOLDINGS: Held Meeting to Form Creditors' Panel
------------------------------------------------------
Andy Vara, Acting United States Trustee, United States Trustee for
Region 3, scheduled an organizational meeting for April 10, 2019,
in the bankruptcy case of Hexion Holdings LLC, et al.
The meeting venue was:
The Doubletree Hotel
700 King Street
Wilmington, DE 19801
The sole purpose of the meeting was to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Hexion Holdings
Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com --
is a producer of thermoset resins, or thermosets, and a producer of
adhesive and structural resins and coatings. Thermosets are a
critical ingredient in most paints, coatings, glues and other
adhesives produced for consumer or industrial uses. Hexion Inc. is
incorporated in New Jersey; most of affiliates are Delaware limited
liability companies or Delaware corporations. Hexion employs
approximately 4,000 people around the world, including
approximately 1,300 in the United States across 27 production
facilities. Hexion Holdings LLC is the sole member of Hexion LLC,
which is the sole owner of Hexion Inc. Hexion Inc. is the direct
or indirect parent of several affiliates.
Hexion Holdings LLC and 17 affiliates filed for bankruptcy
protection (Bankr. D. Del., Lead Case No. 19-10684) on April 1,
2019. The petitions were signed by George F. Knight, III,
executive vice president and chief financial officer.
Judge Kevin Gross presides over the Debtors' cases.
The Debtors, on a consolidated basis, reported $1 billion to $10
billion in estimated assets as well as estimated liabilities.
The Debtors tapped Latham & Watkins LLP as general bankruptcy
counsel and Richards, Layton & Finger, P.A. as co-counsel. The
Debtors also hired Moelis & Company LLC as financial advisor; Alix
Partners LLP as restructuring advisor; and Omni Management Group as
claims and noticing agent.
INTER PIPELINE: DBRS Finalizes BB(high) Rating, Trend Stable
------------------------------------------------------------
DBRS Limited finalized its provisional rating of BB (high) with a
Stable trend on Inter Pipeline Ltd.'s (IPL or the Company; rated
BBB with a Stable trend by DBRS) $750.0 million 6.875%
Fixed-to-Floating Rate Subordinated Notes Series 2019-A due March
26, 2079 (the Hybrid Notes). DBRS also assigned an equity weight of
50% to the Hybrid Notes based on the current “DBRS Criteria:
Preferred Share and Hybrid Security Criteria for Corporate
Issuers” released in November 2018.
DBRS notes that the Hybrid Notes are direct unsecured subordinated
obligations of IPL and subordinated in right of payment to the
prior payment in full of all present and future senior
indebtedness. The Hybrid Notes will be effectively subordinated to
all indebtedness and obligations of the Company's subsidiaries. IPL
proposes to use the net proceeds from the sale of the Hybrid Notes
to fund capital projects, repay indebtedness under its revolving
credit facility and for other general corporate purposes.
Notes: All figures are in Canadian dollars unless otherwise noted.
JAGUAR HEALTH: Board Initiates Selection Process for Next Auditor
-----------------------------------------------------------------
The Audit Committee of the Board of Directors of Jaguar Health,
Inc. initiated a selection process in April to determine the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2019, including the fiscal quarter
ending March 31, 2019.
On April 2, 2019, BDO USA, LLP notified the Company that it has
declined to stand for re-election as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2019. This change will not become effective until the
Company files its Form 10-K for the year ended Dec. 31, 2018.
The reports of BDO USA, LLP on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2017 and 2016
contained an explanatory paragraph regarding the Company's ability
to continue as a going concern and contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the
fiscal years ended Dec. 31, 2017 and 2016, and in the subsequent
interim period through April 2, 2019, there have been no
disagreements with BDO USA, LLP on any matters of accounting
principles or practices, financial statement disclosure or auditing
scope and procedure which, if not resolved to the satisfaction of
BDO USA, LLP, would have caused BDO USA, LLP to make reference to
the matter in its reports on the financial statements for such
years.
During the two fiscal years ended Dec. 31, 2017 and 2016 and the
subsequent interim period through April 2, 2019, there were no
reportable events (as that term is described in Item 304(a)(1)(v)
of Regulation S-K), except as follows:
* BDO USA, LLP's audit reports for the fiscal years ended
Dec. 31, 2017 and 2016 included an explanatory paragraph
indicating that there was substantial doubt about the
Company's
ability to continue as a going concern.
* As previously disclosed in the Company's Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2017, there was
a
material weakness in the internal control over financial
information relating to the review of the tax provision.
* The Company will disclose a material weakness in the internal
control over financial information in its Annual Report on
Form
10-K for the fiscal year ended Dec. 31, 2018 relating to
staff
turnover in its accounting department. The Company did not
maintain a sufficient complement of internal personnel with
appropriate knowledge, experience and/or training
commensurate
with its financial reporting requirements. The Company
relied
on outside consulting technical experts and did not maintain
adequate internal qualified personnel to properly supervise
and
review the information provided by the outside consulting
technical experts to ensure certain significant complex
transactions and technical matters were properly accounted
for,
specifically with respect to accurately reflecting all
potential accrued services on the balance sheet at Dec. 31,
2018. In addition, the Company identified inadequate internal
technical staffing levels and expertise to properly supervise
and review the information of the outside consulting technical
experts to properly apply ASC 815-40 for liability
classification of certain warrants and ASC 470-50 and ASC
470-
60 to properly reflect the accounting impact to multiple
modifications of the Company's debt instruments.
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: Incurs $32.1 Million Net Loss in 2018
----------------------------------------------------
Jaguar Health, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$32.14 million on $4.41 million of total revenue for the year ended
Dec. 31, 2018, compared to a net loss of $21.96 million on $4.36
million of total revenue for the year ended Dec. 31, 2017.
As of Dec. 31, 2018, Jaguar Health had $41.04 million in total
assets, $26.65 million in total liabilities, $9 million in series A
convertible preferred stock, and $5.38 million in total
stockholders' equity.
The Company has incurred recurring operating losses since inception
and has an accumulated deficit of $94.6 million as of Dec. 31,
2018. The Company expects to incur substantial losses in future
periods. Further, the Company's future operations are dependent on
the success of the Company's ongoing development and
commercialization efforts, as well as the securing of additional
financing. There is no assurance that profitable operations, if
ever achieved, could be sustained on a continuing basis.
The Company said it plans to finance its operations and capital
funding needs through equity and/or debt financing, collaboration
arrangements with other entities, as well as revenue from future
product sales of Mytesi and Neonorm. However, there can be no
assurance that additional funding will be available to the Company
on acceptable terms on a timely basis, if at all, or that the
Company will generate sufficient cash from operations, including
sales of Mytesi, to adequately fund operating needs or ultimately
achieve profitability. If the Company is unable to obtain an
adequate level of financing needed for the long-term development
and commercialization of its products, the Company will need to
curtail planned activities and reduce costs. Doing so will likely
have an adverse effect on the Company's ability to execute on its
business plan.
BDO USA, LLP, in San Francisco, California, the Company's auditor
since 2013, issued a "going concern" opinion in its report dated
April 10, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing 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.
The Company's report on Form 10-K is available from the SEC's
website at https://is.gd/wUHcyd.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage 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: Signs LOC Cancellation and Warrant Issuance Agreemen
-------------------------------------------------------------------
As previously disclosed, on Aug. 28, 2018, Jaguar Health, Inc.
entered into an Office Lease Agreement with CA-Mission Street
Limited Partnership, a Delaware limited partnership, to extend the
Company's lease for approximately 6,311 square feet of office space
located at 201 Mission Street, Suite 2375, San Francisco,
California. Concurrently with the execution of this Lease, the
Company was required to deliver to the Landlord a standby,
unconditional, irrevocable, transferable letter of credit, naming
Landlord as beneficiary, as collateral for the full performance by
the Company of all of its obligations under the Lease and for all
losses and damages Landlord may suffer as a result of the Company's
failure to comply with one or more provisions of the Lease.
To satisfy the letter of credit requirement in the Lease, Pacific
Capital Management, LLC, one of the Company's existing
shareholders, caused its financial institution to issue a letter of
credit in the amount of $475,000 on behalf of the Company in favor
of the Landlord pursuant to the terms of the Landlord Letter of
Credit & Warrant Issuance Agreement, dated Aug. 28, 2018, by and
between the Company and the LC Facilitator. Under the terms of the
Landlord LOC Agreement, the Company was required to cause LC
Facilitator's exposure under the Landlord Letter of Credit to be
reduced by $122,000. The Company caused its financial institution,
Western Alliance Bank, to issue a letter of credit in the amount of
$122,000 in favor of the letter of credit beneficiary, who is the
managing member of the LC Facilitator, pursuant to the terms of the
Irrevocable Standby Letter of Credit No. LC22120-602, dated Dec.
13, 2018 signed by the Issuing Bank in order to reduce LC
Facilitator's exposure under the Landlord Letter of Credit.
On March 29, 2019, the Company and the LC Beneficiary entered in a
letter of credit cancellation and warrant issuance agreement,
pursuant to which LC Beneficiary agreed to cancel the LC
Beneficiary Letter of Credit and terminate the Company's Reduced
Exposure Obligation in consideration for the Company's issuance of
a 5-year warrant to purchase shares of the Company's common stock
in an amount equal to 75% of the principal amount of Reduced
Exposure Obligation divided by the Exercise Price. The exercise
price for the LOC Warrant is the price per share at which the
Company issues Common Stock in its next underwritten public
offering, provided that if the Company has not consummated a Public
Offering by the four-month anniversary of the issuance date of the
LOC Warrant, then the exercise price will be equal to the closing
sales price of the Common Stock on the four-month anniversary of
the issuance date of the LOC Warrant, in each case subject to
adjustment for reclassification of the Common Stock, non-cash
dividend, stock split, reverse stock split or other similar
transaction.
A full-text copy of the Agreement is available for free at:
https://is.gd/OAaSg9
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.
JONES ENERGY: Morgan Stanley Owns Less Than 1% Stake as of April 8
------------------------------------------------------------------
Morgan Stanley and Morgan Stanley Capital Services LLC reported in
a Schedule 13G/A filed with the Securities and Exchange Commission
that they have ceased to be the beneficial owners of more than five
percent of shares of common stock of Jones, Energy, Inc.
As of April 8, 2019, Morgan Stanley beneficially owns 48,075 shares
of common stock of Jones Energy, representing 0.8 percent of the
shares outstanding. Morgan Stanley Capital Services LLC also
reported beneficial ownership of 41 Common Shares.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/jTQV0U
About Jones Energy
Austin, Texas-based Jones Energy, Inc. --
http://www.jonesenergy.com/-- is an independent oil and natural
gas company engaged in the development and acquisition of oil and
natural gas properties in the Anadarko basin of Oklahoma and Texas.
The Company's Chairman, Jonny Jones, founded its predecessor
company in 1988 in continuation of his family's long history in
the
oil and gas business, which dates back to the 1920s.
Jones Energy reported a net loss of $1.34 billion for the year
ended Dec. 31, 2018, compared to a net loss of $178.82 million for
the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had
$405.57 million in total assets, $1.11 billion in total
liabilities, $93.71 million in series A preferred stock, and a
total stockholders' deficit of $804.98 million.
Grant Thornton LLP, in Houston, Texas, the Company's auditor since
2018, issued a "going concern" qualification in its report on the
consolidated financial statements for the year ended Dec. 31, 2018.
The auditors noted that the Company has substantial debt
obligations requiring significant interest payments. The ongoing
capital and operating expenditures, including the debt interest
payments, will vastly exceed the amount of cash on hand and the
revenue they expect to generate from operations in the near future.
These conditions, along with other matters, raise substantial
doubt about the Company's ability to continue as a going concern.
KAPPA DEVELOPMENT: Bldg Sale, Blackwell Judgment to Fund Plan
-------------------------------------------------------------
Kappa Development & General Contracting, Inc., filed a Chapter 11
plan of reorganization and accompanying disclosure statement.
Class 6: General Unsecured Claims are impaired. Unsecured claims
shall receive a pro-rata distribution from available funds arising
from the sale of the Debtor's office building, after administrative
expense and priority claims are paid. Class 6 General Unsecured
Claims shall also receive a pro-rate distribution arising from the
receipt of settlement or collection proceeds of the Blackwell
Judgment. There is no fixed time for the receipt and distribution
of the funds, primarily because the collection of the Blackwell
Judgment will take some time and effort by special counsel. The
Debtor shall act as disbursing agent under the Plan and shall file
appropriate reports with the Court as funds are received and
disbursed to creditors.
Class 2: Priority Claims are impaired. The Debtor has three (3)
priority claims. The IRS filed its claim, Proof of Claim DK#6, in
the amended amount of $19,186.43. The IRS has collected some of its
claim from the principals, Randy Blacklidge and Bobby Allen,
through garnishments and other enforcement procedures. The
remaining balance of the IRS claim will be paid for as provided for
herein. The Debtor also has a claim to the Mississippi Department
of Employment Security in the principal sum of $1,732.55. The
Mississippi Department of Revenue has a priority claim in the
principal sum of $4,759.60, including penalties and interest. All
priority claims will be paid, in full, from unencumbered estate
funds from the sale of the Debtor's business and/or collection of
the Blackwell Judgment as soon as such funds become available and
after the payment of allowed administrative expense claims.
Class 3: Secured Claim of Hanover are impaired. Hanover was the
Debtor's bonding company. Hanover filed its claim, Proof of Claim
No. 18, in the principal sum of $132,134.65. Hanover's claim arises
contractually from construction bonds and is based upon subrogation
principals and its alleged common law right to recoup the unpaid
retainage from jobs performed by Kappa. Hanover's claim principally
arises from the work performed by the Debtor at Camp Shelby in
Forrest County, Mississippi, and a project for the City of
Waveland, Mississippi. The Debtor's special escrow account,
consisting primarily of Camp Shelby Funds, contains $79,146.67.
Pursuant to the court approved settlement dated June 1, 2018
(DK#209) between the Debtor and the City of Waveland, the City of
Waveland tendered the sum of $131,107.60 into the registry of this
Court. The total of escrowed funds is $210,254.27. The First
contends it has a paramount entitlement to the escrowed funds
pursuant to its perfected security agreements, which relate to the
Debtor's accounts receivable and general intangibles, among other
things. To the extent Hanover prevails, its claim will be satisfied
from available escrowed funds. To the extent Hanover's claim is not
fully satisfied from escrowed funds, the remaining balance shall be
treated as a Class 6 General Unsecured Claim.
Class 4: Secured Claim of The First are impaired. The First has
filed three (3) Proofs of Claim, Proof of Claim Nos. 2, 3 and 4 on
the Claim Docket in the aggregate totaling $1,112,715.06. The First
holds a valid first perfected security interest in the Debtor's
account's receivable, general intangibles, and a majority of the
Debtor's equipment. The Debtor and The First have jointly
participated in the auction sale of a portion of the Debtor's
equipment, which constitutes collateral pledged to The First, and
to date, The First has received $51,180.00 in net proceeds from
the liquidation of a portion of its collateral. Another
distribution in the amount of $116,197.00 is pending. The First
also received the principal sum of $ 151 ,526.11 from the Court
approved settlement with the City of Waveland. The First also
asserts a primary entitlement to the escrow funds of $210,254.27
that is the subject matter of Adversary Proceeding 17-06046. To the
extent The First prevails in whole or in part, any funds received
from the escrow proceeds arising from the adversary proceeding
shall be applied to the secured claim of The First. To the extent
the secured claims of The First are not satisfied from these
various sources, the remaining balance of the claim of The First
shall be treated as a Class 6 General Unsecured Claim.
Class 5: Charter Bank are impaired. Charter Bank has filed four (4)
claims, Proof of Claim Nos. 14, 15, 16 and 17 in the total
principal sum of $433,739.95. Charter Bank holds a secured claim as
to certain specific items of equipment. A portion of the claims
have been settled but remain pending as to G.E.C., Inc. which is
pending as Cause No. A2402-14-CV-OO 176 in the Circuit Court of
Harrison County, Mississippi, Second Judicial District. Rusty
Gill, Esq., had previously represented the Debtor in that
proceeding and has been retained as special counsel pursuant to a
contingency fee agreement to continue pursuing the case as to
G.E.C., Inc. Gill's application for retention was approved by this
Court by Order dated October 10, 2018. The Debtor also holds a
stock certificate from Charter Bank in the principal face amount of
$50,000.00. The Charter Bank stock will be surrendered to Charter
Bank for a credit in the face amount of the stock certificate,
$50,000.00, and credited to the secured claim of Charter Bank.
Class 7: Equity Interests are impaired. The Claims of the Equity
holders Randy Blacklidge, Bobby Allen, and the Estate of Don Lee
Parker (Proof of Claim No. 13) shall be extinguished, and the
equity interests shall receive no distribution from the Debtor's
estate.
The Debtor's Monthly Operating Reports provide current information
on the Debtor's financial position and assets and liabilities. The
Monthly Operating Reports reflect that a Liquidating Plan is the
best alternative.
A full-text copy of the Disclosure Statement dated April 1, 2019,
is available at http://tinyurl.com/yxo3hza9from PacerMonitor.com
at no charge.
About Kappa Development
Kappa Development & General Contracting, Inc., based in Gulfport,
Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
17-51155) on June 12, 2017. In the petition signed by Randy
Blacklidge, president, the Debtor estimated $1 million to $10
million in both assets and liabilities. The Hon. Katharine M.
Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd &
Wiser, serves as the Debtor's bankruptcy counsel.
KEMPLON MARINE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Kemplon Marine Inc., according to court dockets.
About Kemplon Marine
Kemplon Marine, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 19-00989) on Feb. 5, 2019, with
estimated assets of $50,001 to $100,000 and estimated liabilities
of $100,001 to $500,000. The case has been assigned to Judge Caryl
E. Delano. The Debtor tapped Michael R. Dal Lago, Esq., at Dal
Lago Law as its legal counsel.
KONA GRILL: CFO Christi Hing Gets Additional Role as PEO
--------------------------------------------------------
The Board of Directors of Kona Grill, Inc. appointed Christi Hing,
currently the Company's chief financial officer, to also serve as
the Company's principal executive officer while the Company seeks
to fill the chief executive officer role resulting from the
previously disclosed resignation of Marcus Jundt effective March
31, 2019.
About Kona Grill
Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill,
Inc. -- http://www.konagrill.com/-- currently owns and operates 44
restaurants in 22 states and Puerto Rico. Its restaurants feature a
global menu of contemporary American favorites, award-winning sushi
and craft cocktails. Additionally, Kona Grill has two restaurants
that operate under a franchise agreement in Dubai, United Arab
Emirates, and Vaughan, Canada.
Kona Grill incurred a net loss of $23.43 million in 2017 and a net
loss of $21.62 million in 2016. As of Sept. 30, 2018, Kona Grill
had $78.59 million in total assets, $75.74 million in total
liabilities, and $2.84 million in total stockholders' equity.
The Company has incurred losses resulting in an accumulated deficit
of $88.5 million and outstanding borrowings under a credit facility
of $33.5 million as of Sept. 30, 2018. As of Sept. 30, 2018, the
Company has cash and cash equivalents and short-term investment
balance totaling $4.0 million and net availability under the credit
facility of $2.2 million, subject to compliance with certain
covenants. The Company has implemented various initiatives to
increase sales and reduce costs to increase profitability.
"Management expects to utilize existing cash and cash equivalents
and short-term investments, along with cash flow from operations,
and the available amounts under the credit facility, to provide
capital to support the business, to maintain and refurbish existing
restaurants, and for general corporate purposes. Any reduction of
cash flow from operations or an inability to draw on the credit
facility may cause the Company to take appropriate measures to
generate cash. The failure to raise capital when needed could
impact the financial condition and results of operations.
Additional equity financing, to the extent available, may result in
dilution to current stockholders and additional debt financing, if
available, may involve significant cash payment obligations or
financial covenants and ratios that may restrict the Company's
ability to operate the business. There can be no assurance that
the Company will be successful in its plans to increase
profitability or to obtain alternative capital and financing on
acceptable terms, when required or if at all," the Company stated
in its Quarterly Report for the period ended Sept. 30, 2018.
LLCD LLC: Seeks to Hire Neil Crane as Legal Counsel
---------------------------------------------------
LLCD, LLC and LA4EVER, LLC seek approval from the U.S. Bankruptcy
Court for the District of Connecticut to hire the Law Offices of
Neil Crane, LLC as their legal counsel.
The firm will advise the Debtors of their powers and duties under
the Bankruptcy Code; assist in the negotiation and preparation of a
plan of reorganization; and provide other legal services in
connection with their Chapter 11 cases.
The firm will be paid at these hourly rates:
Partners $400
Associates $250 - $350
Paralegals $75
Neil Crane does not represent any interest adverse to the Debtors
and their bankruptcy estates, according to court filings.
The firm can be reached through:
Neil Crane, Esq.
Law Offices of Neil Crane, LLC
2679 Whitney Avenue
Hamden, CT 06518
Phone: (203) 230-2233
Fax: 203-230-8484
Email: neilcranecourt@neilcranelaw.com
About LLCD, LLC and LA4EVER, LLC
LLCD, LLC and LA4EVER, LLC are privately held companies engaged in
activities related to real estate. LLCD's principal assets are
located at 23 Brown Steet New Haven, Connecticut. LA4EVER's
principal assets are located at 325-327 Saint John Street New
Haven, Connecticut.
LLCD and LA4EVER sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Conn. Case Nos. 19-30489 and 19-30490)
on March 29, 2019. At the time of the filing, each company had
estimated assets of less than $1 million and liabilities of $1
million to $10 million. The cases have been assigned to Judge Ann
M. Nevins.
MAGNUM CONSTRUCTION: Committee Taps Wargo & French as Legal Counsel
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Magnum
Construction Management, LLC seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to retain
Wargo & French, LLP as its legal counsel.
The firm will provide these services in connection with Magnum
Construction's Chapter 11 case:
(a) attend meetings of the committee;
(b) review the financial and operational information furnished
by the Debtor (and its professionals) to the committee;
(c) analyze and negotiate the budget and the terms of the use
of cash collateral and debtor-in-possession financing;
(d) assist in the efforts to identify, pursue or sell assets
(including insurance benefits and litigation claims) of the Debtor
in a manner that maximizes value for creditors;
(e) review and investigate the liens of purportedly secured
parties;
(f) review and investigate prepetition transactions in which
the Debtor, its lenders or its insiders were involved and, where
appropriate, advise on the possibility of pursuing litigation
claims;
(g) confer with the principals, counsel and advisors of the
Debtor's lenders and equity holders;
(h) review the Debtor's schedules, statements of financial
affairs and business plan;
(i) advise the committee as to the ramifications regarding all
of the Debtor's activities and motions before the bankruptcy court,
and otherwise communicate with the committee's constituents in
furtherance of its responsibilities;
(j) prepare and file appropriate pleadings, motions,
objections, and other documents on behalf of the committee;
(k) analyze and negotiate any proposed Cchapter 11 plan or
exit strategy in the bankruptcy case;
(l) negotiate, formulate, draft and confirm a plan of
reorganization or liquidation and matters related thereto;
(m) prepare various applications and memoranda of law
submitted to the court for consideration and handle all other
matters relating to the representation of the committee that may
arise;
(n) execute the committee's duties under Section 1103 of the
Bankruptcy Code; and
(o) appear in court and participate in litigation as a
party-in-interest and at statutory meetings of creditors to
represent the interests of the committee.
The firm's hourly rates are:
Kristopher Aungst $525
Michael C. Foster $525
Partners $350 - $700
Associates $250 - $400
Legal Assistants $75 - $300
Paralegals $75 - $300
Michael Foster, Esq., a partner at Wargo & French, disclosed in a
court filing that he and his firm are "disinterested persons" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael C. Foster, Esq.
Wargo & French, LLP
201 S. Biscayne Blvd., Suite 1000
Miami, FL 33131
Tel: (305) 777-6000
Fax: (305) 777-6001
Email: mfoster@wargofrench.com
About Magnum Construction Management LLC
Magnum Construction Management, LLC -- https://www.mcm-us.com -- is
a construction company specializing in heavy civil construction in
the areas of transportation, airport infrastructure, roads,
bridges, government buildings and schools. The Debtor is
headquartered in South Miami, Florida, but also has offices in (i)
Broward County, Florida, and (ii) Irving, Texas. As of the
Petition Date, MCM employs a total of 292 people.
Magnum Construction Management filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr S.D. Fla. Case No.
19-12821) on March 1, 2019. In the petition signed by Gilberto
Ruizcalderon, chief financial officer, the Debtor estimated $50
million to $100 million in assets and $10 million to $50 million in
liabilities. The Debtor is represented by Paul A. Avron, Esq., at
Berger Singerman LLP.
MAIREC PRECIOUS: DOJ Watchdog Seeks Trustee, Ch. 7 Conversion
-------------------------------------------------------------
John P. Fitzgerald, III, the Acting United States Trustee for
Region 4, sought from the U.S. Bankruptcy Court for the District of
South Carolina an order appointing a Chapter 11 trustee for Mairec
Precious Metals U.S., Inc., or in the alternative, converting the
Chapter 11 case to Chapter 7.
According to Mr. Fitzgerald, III, there are reasonable grounds to
suspect that the current management of the Debtor was appointed by
the parties in charge at the time of the alleged dishonesty and/or
fraud by the Debtor. In this case, various parties have asserted
more than $20 million in damages due to the alleged fraud committed
by the Debtor.
Further, Mr. Fitzgerald, III recognized that the Debtor's continued
operation might not clearly increase its sales price. The Debtor
projects losing $8 million post-petition in a 13-week period.
Hence, Mr. Fitzgerald, III, likewise believed that the conversion
of the case to Chapter 7 may be in the estate's best interest.
About Mairec Precious Metals U.S., Inc.
Mairec Precious Metals U.S., Inc. specializes in the recovery of
precious metals including gold, silver, platinum, palladium or
rhodium from various materials containing them. The Company
collects and recycles car catalysts, industrial catalysts,
electronic scrap, various sweeps and concentrates and other
industrial waste.
Mairec Precious Metals U.S. filed for Chapter 11 bankruptcy
protection (Bankr. D.S.C. Case No. 19-01198) on March 1, 2019. In
the petition signed by David M. Baker, chief restructuring officer,
the Debtor estimated $50 million to $100 million in assets and $10
million to $50 million in liabilities.
The case has been assigned to Judge Helen E. Burris.
The Debtor tapped McCarthy, Reynolds, & Penn, LLC as its counsel,
and SSG Advisors, LLC as its investment banker.
MC COMMUNICATIONS: Unsecureds to Get $500 Monthly for 60 Months
---------------------------------------------------------------
MC Communications LLC filed a Chapter 11 plan and accompanying
disclosure statement.
Class 4 - General unsecured claims are impaired with total amount
of $2,500, including disputed claims. Payment interval is monthly
with payment of $500. Payment starts on the first day of the month
after effective date and ending 60 months from effective with a
total payout $30,000. Monthly payments shall be made on a pro rata
basis based on the value of each unsecured claim. Any plan payments
returned to the Debtor by unsecured creditors shall become property
of the reorganized Debtors.
Secured Class A. The secured claim of ACG Equipment Finance shall
be treated as follows: This Claim shall be allowed as a fully
secured claim in an amount equal to the unpaid principal balance
as of the Petition Date plus all accrued and unpaid interest at the
non-default contract rate plus all attorney's fees and expenses as
of the Effective Date ("Secured Claim"). The Secured Claim of ACG
Equipment Finance consists of a Note (the Note) totaling as of the
Petition Date the amount of $43,457.00 plus accruing interest,
attorney's fees, and other costs. The Secured Claim is secured to
a value of $15,000.00 and the balance of the claim shall be a Class
4 unsecured creditor and is not subject to any objections,
counterclaims, set offs, or rights of recoupment. Commencing on the
Effective Date of the Plan, the Debtor shall pay $350.00 monthly
with interest bearing at the rate of the original contract rate,
and the lien securing this claim shall be reinstated upon
confirmation of the plan.
Secured Class B. The secured claim of Ally Financial (Ally) shall
be treated as follows: Ally is a creditor of the Debtor by virtue
of a Retail Installment Sale Contract dated February 12, 2016 (the
"Contract") whereunder the Debtor purchased a 2013 Ram 5500 (the
"Collateral"), which Contract was assigned to Ally for value and in
good faith. Ally holds a properly perfected, unavoidable, first
priority security interest in the subject Collateral as evidenced
by notation on the Certificate of Title. Beginning on or before
January 30, 2019 and continuing or before the same date of each
subsequent month, the Debtor shall pay to Ally $467.00 per month as
payments on Ally's secured claim.
Secured Class C. The secured claim of C.H. Brown shall be treated
as follows: This Claim shall be allowed as a fully secured claim in
an amount equal to the unpaid principal balance as of the Petition
Date plus all accrued and unpaid interest at the non-default
contract rate plus all attorney's fees and expenses as of the
Effective Date ("Secured Claim"). The Secured Claim of C.H. Brown
consists of a Note (the Note) totaling as of Petition Date the
amount of $3,000.00 plus accruing interest, attorney's fees, and
other costs. The Secured Claim is fully secured to a value of
$3,000.00 is not subject to any objections, counterclaims, set
offs, or rights of recoupment. Commencing on the Effective Date of
the Plan, the Debtor shall pay $350.00 monthly with interest
bearing at the rate of the original contract rate, and the lien
securing this claim shall be reinstated upon confirmation of the
plan.
Secured Class D. The secured claim of Capital Source 2000 shall be
treated as follows: This Claim shall be allowed as a fully secured
claim in an amount equal to the unpaid principal balance as of the
Petition Date plus all accrued and unpaid interest at the
non-default contract rate plus all attorney's fees and expenses as
of the Effective Date ("Secured Claim"). The Secured Claim of
Capital Source 2000 consists of a Note (the Note) totaling as of
Petition Date the amount of $626,398.59 plus accruing interest,
attorney's fees, and Other costs. The Notes are secured by a valid
and properly perfected first mortgage priority security interest in
a 2014 Ditch Witch JT 60 Mix System with a liquidation value of
$15,000.00 and the balance of the claim shall be a class 4
unsecured creditor. Commencing on the Effective Date of the Plan,
the Debtor shall pay $350.00 monthly with interest bearing at the
rate of the original contract rate, and the lien securing this
claim shall be reinstated upon confirmation of the plan.
Secured Class E. The secured claim of Complete Business Solutions
Group in the amount $2,139,238.16 shall be as a Class 4 unsecured
creditor and shall not be treated as secured claimant in this plan.
Secured Class F. The secured claim of De Lage Landen Financial
Services shall be treated as follows: DLL extended credit to the
Debtor for the acquisition of: one (1) Vermeer D20X2211 Directional
Drill (Serial Number IVR6180T6Fl 001706); one (l) Vermeer D20X22
Drill; one (1) Digitrak F5 Locating system; one (1) Belshe Bf90
Trailer, with MX125 Mixing system (and all related accessories and
attachments (the "Equipment") pursuant to two separate written loan
and security agreements (collectively, the "Agreement"). DLL is a
secured creditor of the Debtor by virtue of the Agreement and two
related UCC-I Financing Statement: one filed January 11, 2016 with
the Tennessee Secretary of State at Document No. 424385321 and
another filed September 24, 2015 with the Tennessee Secretary of
State at Document No. 423885595. The Secured Claim is fully secured
and is fully allowable in this case and is not subject to any
objections, counterclaims, set offs, or rights of recoupment.
Beginning March 18, 2019, the Debtor will pay to DLL
$3,408.89/bi-weekly until the account is brought current. After the
account is brought current, the Debtor will resume payments to DLL
in an amount and in a manner consistent with the terms of the
written loan and security agreement between the parties Lease No.
10097527.
The Plan will be funded by income from the Debtor's earnings from
the sale and subdividing of one floor of the Debtor's real estate.
A full-text copy of the Disclosure Statement dated April 1, 2019,
is available at http://tinyurl.com/yxevkjxtfrom PacerMonitor.com
at no charge.
About MC Communication
Based in Clarksville, Tennessee, MC Communication LLC operates in
the communications services industry.
MC Communication filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Tenn. Case No. 18-06022) on Sept. 7, 2018, listing $1,004,471
in total assets and $4,135,971 in total liabilities. The petition
was signed by John Miraglia, owner/operator.
Judge Randal S. Mashburn oversees the case.
Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, serves as the
Debtor's bankruptcy counsel.
MCCLATCHY CO: Chatham Asset Owns 23.8% of Class A Shares
--------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of shares of Class common stock of The McClatchy Company
as of March 25, 2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
Chatham Asset Management, LLC 1,286,964 23.8%
Chatham Asset High Yield 625,400 11.6%
Master Fund, Ltd.
Anthony Melchiorre 1,286,964 23.8%
The beneficial ownership percentage is based upon 5,408,396 shares
of Class A Common Stock, $0.01 par value per share of McClatchy
issued and outstanding as of March 1, 2019, based on information
reported by the Issuer in its annual report on Form 10-k, filed
with the SEC on March 8, 2019.
Chatham Asset Management, LLC is the investment manager to Chatham
Asset High Yield Master Fund, Ltd., a Cayman Islands exempted
company, and other affiliated funds, and Anthony Melchiorre is the
managing member of CAM. As of April 4, 2019, Chatham Master Fund
held 625,400 shares of Common Stock of the Issuer and the other
affiliated funds held an aggregate of 661,564 shares of Common
Stock of the Issuer. As a result of the foregoing, for purposes of
Reg. Section 240.13d-3, Mr. Melchiorre and CAM may be deemed to
beneficially own the 1,286,964 shares of Common Stock of the Issuer
held in the aggregate by the Chatham Funds, or approximately 23.8%
of the shares of Common Stock of the Issuer deemed to be issued and
outstanding as of the Filing Date.
Other Contracts with McClatchy
In addition to the reported shares of Common Stock, CAM and the
Chatham Funds collectively own $153.9 million in aggregate
principal amount of the Issuer's 9.000% Senior Secured Notes due
2026.
Certain Chatham Funds are also currently lenders pursuant to a
$157.1 million secured term loan maturing on July 15, 2030 issued
pursuant to a Junior Lien Term Loan Credit Agreement, dated July
16, 2018, among the Issuer, the guarantors, the lenders and The
Bank of New York Mellon, as administrative agent and collateral
agent.
Certain Chatham Funds hold an aggregate principal amount of $268.4
million of 6.875% Senior Secured Junior Lien Notes due 2031 issued
pursuant to an Indenture, dated as of Dec. 18, 2018, by and among
the Issuer, certain subsidiaries of the Issuer party thereto as
guarantors and The Bank of New York Mellon, as trustee and
collateral agent, as supplemented by the First Supplemental
Indenture, dated as of March 15, 2019, and the Second Supplemental
Indenture, dated as of March 15, 2019. The Issuer issued an
aggregate principal amount of $193.5 million of the 2031 Notes on
Dec. 18, 2018 in exchange for an equal principal amount of the
$193.5 million term loan maturing on July 15, 2031 issued pursuant
to the Junior Term Loan Agreement, and as a result, the Tranche B
Term Loan has been fully extinguished. On March 15, 2019, the
Issuer issued an aggregate principal amount of $75.0 million of the
2031 Notes in exchange for an equal principal amount of the
Issuer’s 6.875% Debentures due March 15, 2029.
In addition, the Chatham Funds are currently party to certain
credit default swap arrangements, both as buyer counterparties and
as seller counterparties, pursuant to which the buyer counterparty
is obligated to make a periodic stream of payments over the term of
the contract in return for a contingent payment from the seller
counterparty upon the occurrence of a credit event with respect to
referenced debt securities of the Issuer.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/9juJXz
About McClatchy
The McClatchy Company operates 30 media companies in 14 states,
providing each of its communities with news and advertising
services in a wide array of digital and print formats. McClatchy
is a publisher of iconic brands such as the Miami Herald, The
Kansas City Star, The Sacramento Bee, The Charlotte Observer, The
(Raleigh) News & Observer, and the (Fort Worth) Star-Telegram.
McClatchy is headquartered in Sacramento, Calif., and listed on the
New York Stock Exchange American under the symbol MNI.
McClatchy reporting a net loss of $79.75 million for the year ended
Dec. 30, 2018, compared to a net loss of $332.35 million for the
year ended Dec. 31, 2017. As of Dec. 30, 2018, the Company had
$1.29 billion in total assets, $180.5 million in current
liabilities, $1.45 billion in non-current liabilities, and a
stockholders' deficit of $341.66 million.
* * *
In March 2018, S&P Global Ratings lowered its corporate credit
rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating
outlook is stable. "The downgrade reflects our view that
McClatchy's capital structure is unsustainable at current leverage
and discretionary cash flow (DCF) levels. Still, we don't expect a
default to occur during the next 12 months. McClatchy has no
imminent liquidity concerns, full availability on its $65 million
revolving credit facility due 2019, low capital expenditures, and
it generates positive DCF.
McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating. In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow. McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.
MEDICAL REHAB: Court Dismisses Chapter 11 Bankruptcy Case
---------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia dismissed the Chapter 11
bankruptcy cases of Terrence L. Mason and Tracey L. Mason and
Medical Rehabilitative Services, Ltd.
The Court decision was made pursuant to the Motions to Dismiss
filed by the Internal Revenue Service and West Virginia State Tax
Department.
About Medical Rehab
Medical Rehab Services, Ltd filed a Chapter 11 petition (Bankr.
N.D. W. Va. Case No.: 14-00879) on August 8, 2014, and is
represented by Salene Rae Mazur Kraemer, Esq., in Weirton, West
Virginia.
At the time of filing, the Debtor had $2.27 million in total assets
and $3.80 million in total liabilities.
The petition was signed by Terrence L. Mason, president, sole
shareholder.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvnb14-00879.pdf
MIDATECH PHARMA: CMS Medical Owns 25% Ordinary Shares as of Feb. 26
-------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of
ordinary shares, nominal value 0.005p per share, of Midatech Pharma
PLC as of Feb. 26, 2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
China Medical System Holdings Limited 103,896,103 25.4%
CMS Medical Venture 103,896,103 25.4%
Investment (HK) Limited
A&B (HK) Company Limited 103,896,103 25.4%
A&B Brother Limited 103,896,103 25.4%
Dr. Lam Kong 207,792,206 50.8%
The percentages are calculated based on 403,399,613 ordinary
shares, nominal value 0.005 pence per share, outstanding as Feb.
26, 2019, as disclosed on, and derived from, Midatech Pharma PLC's
"Investor" portion of its web site.
As of April 4, 2019, each of A&B HK and CMS HK directly own
103,896,103 Ordinary Shares. In addition, each of A&B HK and CMS
HK directly hold a Warrant to purchase 103,896,103 New Shares at
the Warrant Exercise Price during the Subscription Period.
As of April 4, 2019, none of A&B BVI, CMS Holdings or Dr. Lam Kong
have directly purchased or acquired any Ordinary Shares or other
securities of the Company. A&B BVI, CMS Holdings and Dr. Lam Kong
are beneficially interested in the Ordinary Shares of the Company
solely through the holdings of A&B HK and CMS HK, as applicable.
A&B HK is a wholly owned subsidiary of A&B BVI and the entire
issued share capital of A&B BVI is owned by Dr. Lam Kong, who is
also the sole director of each of A&B HK and A&B BVI. CMS HK is
the wholly owned subsidiary of CMS Holdings, of which Dr. Lam Kong
is the chief executive officer, president and chairman of the Board
of Directors. Dr. Lam Kong is a director of CMS HK. Dr. Lam Kong
maintains a 43.96% indirect ownership interest in CMS Holdings
through his ownership of Treasure Sea Limited.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/PfC4Zo
About Midatech Pharma
Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an
international specialty pharmaceutical company focused on the
research and development of a pipeline of medicines for oncology
and immunotherapy. The Company is developing a range of improved
chemo-therapeutics or new immuno-therapeutics, using its three
proprietary platform drug delivery technologies, all of which are
in the clinic. Midatech is headquartered in Oxfordshire, with an
R&D facility in Cardiff and a manufacturing operation in Bilbao,
Spain.
The report from the Company's independent accounting firm BDO LLP,
in Reading, United Kingdom, the Company's auditor since 2014, 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 has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
Midatech reported a loss before tax of GBP17.32 million in 2017
following a loss before tax of GBP29.32 million in 2016. As of
Dec. 31, 2017, Midatech had GBP$49.22 million in total assets,
GBP14.54 million in total liabilities and GBP34.67 million in total
equity.
MIRAGE DENTAL: May 21 Hearing on Disclosure Statement
-----------------------------------------------------
The hearing to consider the adequacy of and to approve the
Disclosure Statement explaining Mirage Dental Associates
Professional, LLC's Chapter 11 plan of reorganization will be held
on Tuesday, May 21, 2019 at 2:30 p.m., in Courtroom B, United
States Bankruptcy Court for the District of Colorado, United States
Custom House, 721 19th Street, Denver, Colorado. Objections to the
Disclosure Statement shall be filed and served on or before May 7,
2019.
About Mirage Dental Associates
Mirage Dental Associates, Professional, LLC, is a privately-held
company in Castle Rock, Colorado, that owns a dental clinic.
Mirage Dental Associates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-12496) on March 30,
2018. In the petition signed by Michael J. Moroni, Jr., managing
member, the Debtor disclosed $5.41 million in assets and $8.72
million in liabilities. Judge Joseph G. Rosania Jr. oversees the
case. The Debtor tapped Buechler & Garber, LLC, as its legal
counsel. No official committee of unsecured creditors has been
appointed in the Chapter 11 case.
MONITRONICS INTERNATIONAL: Ascent Posts $698M Net Loss in 2018
--------------------------------------------------------------
Ascent Capital Group, Inc., the parent company of Monitronics
International, Inc., has issued a press release setting forth
information, including financial information, which is intended to
supplement the financial statements and related Management's
Discussion and Analysis of Financial Condition and Results of
Operations contained in Ascent's Annual Report on Form 10-K for the
year ended Dec. 31, 2018, which Ascent filed with the Securities
and Exchange Commission on April 1, 2019.
Ascent Capital is a holding company that owns Brinks Home Security,
a home security alarm monitoring companies. Headquartered in the
Dallas-Fort Worth area, Brinks Home Security provides security
alarm monitoring services to approximately 922,000 residential and
commercial customers as of Dec. 31, 2018. Brinks Home Security's
long-term monitoring contracts provide high margin recurring
revenue that results in predictable and stable cash flow.
Highlights:
* Ascent's net revenue for the three and twelve months ended
Dec. 31, 2018 totaled $134.4 million and $540.4 million,
respectively
* Ascent's net loss for the three and twelve months ended
Dec. 31, 2018 totaled $382.7 million and $698.0 million,
respectively. Brinks Home Security's net loss for the three
and twelve months ended Dec. 31, 2018 totaled $376.9 million
and $678.8 million, respectively. Net loss for the three and
twelve months ended Dec. 31, 2018 includes goodwill impairment
charges of $349.1 million and $563.5 million, respectively.
* Ascent's Adjusted EBITDA for the three and twelve months ended
Dec. 31, 2018 totaled $75.6 million and $280.8 million,
respectively. Brinks Home Security's Adjusted EBITDA for the
three and twelve months ended Dec. 31, 2018 totaled $76.0
million and $289.4 million, respectively
Results for the Three and Twelve Months
Ended December 31, 2018
For the three months ended Dec. 31, 2018, Ascent reported net
revenue of $134.4 million, an increase of 0.7%. The increase in
revenue for the three months ended Dec. 31, 2018 included a $1.1
million favorable impact of the adoption of Topic 606. For the
twelve months ended Dec. 31, 2018, net revenue totaled $540.4
million, a decrease of 2.4%. The reduction in revenue for the
twelve months ended Dec. 31, 2018 is due to the lower average
number of subscribers in 2018. This decrease was partially offset
by an increase in average recurring monthly revenue per subscriber
to $45.27 due to certain price increases enacted during the past
twelve months. In addition, the Company recognized an $8.1 million
increase in revenue for the twelve months ended Dec. 31, 2018 from
the favorable impact of the new revenue recognition guidance, Topic
606, adopted effective Jan. 1, 2018. All revenues of Ascent are
generated by its wholly-owned subsidiary, Brinks Home Security.
Ascent's total cost of services, which are all incurred by Brinks
Home Security, for the three months ended Dec. 31, 2018 decreased
4.3% to $28.1 million. The decrease in cost of services for the
three months ended Dec. 31, 2018 is attributable to lower
production volume in the direct to consumer sales channel which
reduced expensed subscriber acquisition costs to $2.2 million for
the three months ended Dec. 31, 2018 as compared to $3.4 million
for the three months ended Dec. 31, 2017. Expensed subscriber
acquisition costs include equipment and labor costs associated with
the creation of new subscribers. Further contributing to the
decrease in cost of services for the three months ended Dec. 31,
2018 was fewer field service retention jobs, which reduced certain
field service costs, and favorable impacts from a lower headcount.
These decreases are partially offset by expensing $1.5 million of
direct and incremental field service costs on new alarm monitoring
agreements obtained in connection with a subscriber move for the
three months ended
Dec. 31, 2018. Moves Costs, net, for the three months ended
Dec. 31, 2017 of $2.6 million were capitalized to the balance
sheet.
For the twelve months ended Dec. 31, 2018, Ascent's total cost of
services increased 8.2% to $128.9 million. The increase for the
twelve months ended Dec. 31, 2018 is primarily due to expensing
Moves Costs of $8.6 million for the twelve months ended Dec. 31,
2018. Upon adoption of the new revenue recognition guidance, Topic
606, all Moves Costs are expensed, whereas prior to adoption,
certain Moves Costs were capitalized on the balance sheet. Moves
Costs capitalized as Subscriber accounts, net, for the twelve
months ended Dec. 31, 2017 were $14.4 million. Subscriber
acquisition costs in cost of services increased to $14.7 million
for the twelve months ended Dec. 31, 2018 as compared to $12.2
million for the twelve months ended Dec. 31, 2017, which is
attributable to increased production volume in the direct to
consumer sales channel year-over-year. These increases were offset
by reduced salary and wage expense due to lower headcount for the
full year ended Dec. 31, 2018.
Ascent's selling, general & administrative costs for the three
months ended Dec. 31, 2018, decreased 33.6% to $20.6 million which
included an aggregate of $12.5 million in insurance receivable
settlements reached with multiple carriers in connection with the
2017 legal settlement for class action litigation of alleged
violation of telemarketing laws. Additionally, subscriber
acquisition costs in SG&A decreased to $6.8 million for the three
months ended Dec. 31, 2018 as compared to $7.2 million for the
three months ended December 31, 2017 on lower production volume in
the direct to consumer sales channel. Offsetting these decreases
were approximately $1.1 million in expenses associated with the
Brinks Home Security rebranding and severance expense of $1.0
million related to a reduction in headcount event at Brinks Home
Security.
Ascent's SG&A costs for the twelve months ended Dec. 31, 2018,
decreased 22.2% to $130.6 million. The decrease in SG&A for the
twelve month period is primarily attributable to a $28.0 million
legal settlement recognized in the second quarter of 2017 for class
action litigation of alleged violation of telemarketing laws and
the 2018 recognition of an aggregate of $12.5 million in related
insurance receivable settlements. Additionally, there were
decreases in stock based compensation expense, consulting fees
related to Brinks Home Security cost reduction initiatives and
general and administrative headcount. These decreases were offset
by year over year increases in subscriber acquisition costs
associated with the creation of new subscribers at Brinks Home
Security. Subscriber acquisition costs in SG&A increased to $33.2
million for the twelve months ended Dec. 31, 2018, as compared to
$28.2 million for the twelve months ended Dec. 31, 2017. Other
increases in SG&A year-over-year included increased professional
legal fees at Ascent, Brinks Home Security rebranding expense and
severance expense related to transitioning Ascent executive
leadership and a reduction in headcount at Brinks Home Security.
Brinks Home Security SG&A costs for the three and twelve months
ended Dec. 31, 2018 were $20.0 million and $118.9 million,
respectively, as compared to $29.1 million and $155.9 million,
respectively, for the three and twelve months ended Dec. 31, 2017.
Ascent reported a net loss from continuing operations for the three
and twelve months ended Dec. 31, 2018 of $382.7 million and $698.0
million, respectively, compared to net loss from continuing
operations of $16.0 million and $107.7 million in the prior year
periods. The increase in net loss from continuing operations is
primarily related to a goodwill impairment of $214.4 million
recognized in the second quarter of 2018 and a further goodwill
impairment of $349.1 million recognized in the fourth quarter of
2018, combined with the decreases in operating income.
Brinks Home Security reported a net loss for the three and twelve
months ended Dec. 31, 2018 of $376.9 million and $678.8 million,
respectively, compared to a net loss of $14.6 million and $111.3
million in the prior year periods.
Ascent's Adjusted EBITDA increased 3.8% to $75.6 million for the
three months ended Dec. 31, 2018. Ascent's Adjusted EBITDA for the
twelve months ended Dec. 31, 2018 decreased 8.3% to $280.8 million.
Brinks Home Security's Adjusted EBITDA increased 3.0% to $76.0
million for the three months ended Dec. 31, 2018. This increase is
attributable to reduced subscriber acquisition costs, net of
creation revenue, of $7.8 million for the three months ended
Dec. 31, 2018, as compared to $9.4 million for the three months
ended Dec. 31, 2017 and the increase in net revenue for the three
months ended Dec. 31, 2018. Brinks Home Security's Adjusted EBITDA
decreased 7.7% to $289.4 million in the twelve months ended Dec.
31, 2018. This decrease is due to lower revenues, the expensing of
Moves Costs, and higher subscriber acquisition costs, net of
related revenue. Total subscriber acquisition costs, net of
related revenue, for the year ended Dec. 31, 2018 increased to
$43.2 million, as compared to $35.5 million for the year ended Dec.
31, 2017. Brinks Home Security's Adjusted EBITDA as a percentage
of net revenue for the three and twelve months ended Dec. 31, 2018
was 56.5% and 53.6%, respectively, as compared to 55.2% and 56.7%
in the prior year periods.
Unit attrition increased from 15.7% for the twelve months ended
Dec. 31, 2017 to 17.1% for the twelve months ended Dec. 31, 2018.
The RMR attrition rate for the twelve months ended Dec. 31, 2018
and 2017 was 14.9% and 14.1%, respectively. Contributing to the
increase in unit and RMR attrition was fewer customers under
contract or in the dealer guarantee period in the twelve months
ended Dec. 31, 2018, as compared to the prior period, and increased
competition from new market entrants. The increase in the RMR
attrition rate for the twelve months ended Dec. 31, 2018 is
partially offset by Brinks Home Security's more aggressive price
increase strategy.
During the three and twelve months ended Dec. 31, 2018, Brinks Home
Security acquired 20,925 and 112,920 subscriber accounts,
respectively, as compared to 18,363 and 95,786 subscriber accounts
in the three and twelve months ended Dec. 31, 2017. Accounts
acquired for the years ended Dec. 31, 2018 and 2017 reflect bulk
buys of approximately 17,800 and 3,500 accounts, respectively. Bulk
buys for the three months ended Dec. 31, 2018 and 2017 were
negligible.
Ascent Liquidity and Capital Resources
At Dec. 31, 2018, on a consolidated basis, Ascent had $105.9
million of cash and cash equivalents. Subsequent to Dec. 31, 2018,
Ascent used an aggregate of approximately $70.7 million of its cash
to make payments pursuant to the terms of the Settlement Agreement
and an additional approximately $19.8 million of its cash to pay
holders of its outstanding 4.00% Convertible Senior Notes due 2020
whose Convertible Notes were accepted for payment in the Amended
Tender Offer. Ascent may use a portion of its remaining cash and
cash equivalents to decrease debt obligations, fund stock
repurchases, or fund potential strategic acquisitions or investment
opportunities.
At Dec. 31, 2018, the existing long-term debt includes the
principal balance of $1.9 billion under the Brinks Home Security
9.125% Senior Notes due 2020, term loan and revolving credit
facility under Brinks Home Security's Credit Agreement, dated March
23, 2012 (as amended and restated) and Ascent's Convertible Notes.
The Convertible Notes had an outstanding principal balance of $96.8
million as of Dec. 31, 2018 and mature July 15, 2020. Following
the consummation of the transactions contemplated by the Settlement
Agreement and the consummation of the Amended Tender Offer, an
aggregate principal amount of $260,000 of Convertible Notes remain
outstanding. The Senior Notes have an outstanding principal
balance of $585.0 million as of Dec. 31, 2018 and mature on April
1, 2020. The Credit Facility term loan has an outstanding
principal balance of $1.1 billion as of Dec. 31, 2018 and requires
principal payments of approximately $2.8 million per quarter with
the remaining amount becoming due on Dec. 31, 2022. As of Dec. 31,
2018, the Credit Facility revolver has an outstanding balance of
$144.2 million and a $600,000 standby letter of credit issued,
which becomes due on
Sept. 30, 2021.
On Feb. 14, 2019, Ascent repurchased approximately $75.7 million in
aggregate principal amount of then outstanding Convertible Notes
from certain then holders of Convertible Notes pursuant to the
previously announced Settlement and Note Repurchase Agreement and
Release, dated Feb. 11, 2019, between Ascent and its directors and
executive officers, on the one hand, and certain holders of
Convertible Notes, on the other hand. Convertible Notes repurchased
pursuant to the Settlement Agreement were cancelled.
On Feb. 19, 2019, Ascent commenced a cash tender offer to purchase
any and all of its outstanding Convertible Notes. On March 22,
2019, Ascent entered into transaction support agreements with
holders of approximately $18.6 million in aggregate principal
amount of the Convertible Notes then outstanding, pursuant to which
Ascent agreed to increase the purchase price for the Convertible
Notes in the Tender Offer to $950 per $1,000 principal amount of
Convertible Notes, with no accrued and unpaid interest to be
payable and such holders agreed to tender, or cause to be tendered,
into the Amended Tender Offer all Convertible Notes held by such
holders. The Amended Tender Offer expired at 5:00 pm Eastern time
on March 29, 2019 and the settlement date of the Amended Tender
Offer was
April 1, 2019. A total of $20.8 million in aggregate principal
amount of Convertible Notes were accepted for payment pursuant to
the Amended Tender Offer.
The maturity date for each of the Credit Facility revolver and the
Credit Facility term loan is subject to a springing maturity 181
days prior to the scheduled maturity date of the Senior Notes, or
Oct. 3, 2019, if Brinks Home Security is unable to refinance the
Senior Notes by that date. As there is substantial doubt about
Brinks Home Security's ability to continue as a going concern,
Brinks Home Security has received a going concern qualification in
connection with its standalone external audit of its Annual Report
on Form 10-K for the year ended Dec. 31, 2018, which constitutes a
default under the Credit Facility. Any default under the Credit
Facility, if not waived or cured, may mature into an event of
default thereunder. At any time after the occurrence of an event
of default under the Credit Facility, the lenders may, among other
options, declare any amounts outstanding under the Credit Facility
immediately due and payable and terminate any commitment to make
further loans under the Credit Facility. Such a default under the
Credit Facility is also an event of default under the Senior Notes.
Further, in connection with management's negotiations with its
creditors, Brinks Home Security did not make its Senior Notes
interest payment due on April 1, 2019. The indenture governing the
Senior Notes provides for a 30-day cure period on past due interest
payments. If an event of default occurs and is continuing under the
indenture governing the Senior Notes, the holders of the Senior
Notes may declare the aggregate principal amount of the Senior
Notes and any accrued interest on the Senior Notes to be
immediately due and payable.
Brinks Home Security has obtained a waiver from the required
revolving lenders under the Credit Facility and a forbearance from
the required term lenders under the Credit Facility, in each case
with respect to, among other things, the default in connection with
the going concern qualification contained in Brinks Home Security's
external audit report of their Annual Report on Form 10-K for the
year ended Dec. 31, 2018, and, in each case through April 30, 2019,
subject to the terms and conditions of the waiver and forbearance.
The waiver obtained from the Credit Facility revolving loan lenders
allows Brinks Home Security to continue to borrow under the
revolving credit facility under the Credit Facility, up to
$195,000,000 at an alternate base rate plus 3.00%. The forbearance
obtained from the Credit Facility term lenders provides that the
term loan lenders will not exercise remedies with respect to an
event of default that may occur from the Going Concern Default.
The Going Concern Default and any resulting event of default under
the Credit Facility would continue, absent a waiver from the
required revolving and term loan lenders, as applicable.
Brinks Home Security has engaged financial and legal advisors to
advise it regarding potential alternatives to address the issues
described above. There can be no assurance that any restructuring
will be possible on acceptable terms, if at all. Brinks Home
Security may not be able to come to an agreement that is acceptable
to all of its stakeholders. Brinks Home Security's failure to
reach an agreement on the terms of a restructuring with its
stakeholders would have a material adverse effect on its and
Ascent's liquidity, financial condition and results of operations,
including potentially requiring Brinks Home Security to file a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in order to implement a restructuring plan. These
matters raise substantial doubt regarding Ascent's ability to
continue as a going concern within one year from the date Ascent's
financial statements as of and for the year ended Dec. 31, 2018 are
issued. As a result, Ascent's consolidated financial statements as
of and for the year ended Dec. 31, 2018 have been prepared on a
going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal
course of business.
A full-text copy of the press release is available for free at:
https://is.gd/A1b3zi
About Monitronics
Farmers Branch, Texas-based Monitronics International, Inc. --
http://www.mymoni.com/-- provides residential customers and
commercial client accounts with monitored home and business
security systems, as well as interactive and home automation
services. The Company is supported by a network of independent
Authorized Dealers providing products and support to customers in
the United States, Canada and Puerto Rico. Its wholly owned
subsidiary, LiveWatch is a Do-It-Yourself home security firm,
offering professionally monitored security services through a
direct-to-consumer sales channel. Monitronics is a wholly-owned
subsidiary of Ascent Capital Group, Inc. Monitroics was
incorporated in the state of Texas on Aug. 31, 1994. At Dec. 31,
2017, the Company had more than 1,330 full-time employees and over
100 part-time employees, all of which are located in the United
States.
Monitronics reported a net loss of $678.75 million for the year
ended Dec. 31, 2018, compared to a net loss of $111.29 million for
the year ended Dec. 31, 2017. As of Dec. 31, 2018, Monitronics had
$1.30 billion in total assets, $1.89 billion in total liabilities,
and a total stockholders' deficit of $588.97 million.
KPMG LLP, in Dallas, Texas, the Company's auditor since 2011,
issued a "going concern" qualification in its report dated April 1,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company has substantial
indebtedness classified within current liabilities that raises
substantial doubt about its ability to continue as a going
concern.
* * *
In September 2018, S&P Global Ratings lowered its issuer credit
rating on Monitronics to 'CC' from 'CCC'. The downgrade follows
Monitronics' announcement on Aug. 30, 2018, of a proposed
transaction to exchange its 9.125% senior unsecured notes due 2020
for a combination of new $585 million cash and paid-in-kind (PIK)
(7.75% cash and 3.75% PIK) unsecured notes due 2023, up to $100
million of cash from parent company Ascent and warrants.
Monitronics is also proposing amendments to eliminate the
restrictive covenants governing the 2020 notes, including certain
events of default.
In July 2018, Moody's Investors Service, Inc., downgraded
Monitronics International's Corporate Family Rating to 'Caa2', from
'B3'. The downgrade of Monitronics' CFR reflects strains on the
company's liquidity and capital structure caused by impending
maturities, as well as its continued lackluster operating
performance.
MR. STEVEN: Discloses Settlement with SBN in New Plan
-----------------------------------------------------
Mr. Steven, L.L.C., Lady Eve, L.L.C., Lady Brandi L.L.C., Lady
Glenda LLC, Mr. Blake LLC, Mr. Mason LLC, Mr. Ridge LLC, and Mr.
Row LLC, filed a Joint Amended Chapter 11 Plan and accompanying
Disclosure Statement to disclose a settlement with Steven Miguez,
SeaTran Marine, L.L.C., Iberia Crewboat and Marine Services L.L.C.,
Iberia Marine Service, LLC, and SBN V FNBC LLC.
The combination of the sale of the M/V Mr. Steven, the payment to
SBN pursuant to the 9019
Motion, the payments by Miguez and Iberia Crewboat to SBN, the
adequate protection payments
and the operations of the Debtors will serve as the source of
payment to SBN prior to the date the Lender Claim matures and is
due and owing under the Plan. The balloon payment will be made
from either the sale of the remaining assets of the Debtors and/or
a refinancing. The SBN Settlement shall be approved in all
respects by confirmation of the Plan.
The SBN Settlement and the Plan require the Plan to be effective on
or before May 31, 2019.
Class 4(a)-(h) - General Unsecured Claims against Each Debtor are
unimpaired. To the extent that any Creditor, other than an Insider,
has an Allowed Class 4(a)-(h) General Unsecured Claim, such Holder
of an Allowed Class 4(a)-(h) General Unsecured Claim shall be paid
in full on the later of 1) the Effective Date of the Plan; or 2)
when such Claim is Allowed.
Class 2 - Priority Claims are impaired. The Debtors contend that
there are no Allowed Priority Claims other than those arising under
Section 507(a)(8) of the Bankruptcy Code. To the extent there are
any such Allowed Priority Claims, each Holder of such Claims will
receive the treatment required by Section 1129(a)(9)(A) or (B) of
the Bankruptcy Code, as appropriate. Holders of Allowed Priority
Claims arising under Section 507(a)(8) of the Bankruptcy Code will
be paid on the Effective Date of the Plan.
Class 3 - Lender Claim are impaired. The Holder of the Class 3
Lender Claim shall be paid and treated in accordance with the SBN
Settlement and the closing documents to be confected and executed
under the SBN Settlement. The SBN Settlement is approved in all
respects as part of the Plan. The Debtors shall provide and SBN
shall be entitled to all of the terms of the SBN Settlement. The
Lender claim is allowed as set forth in the SBN Settlement. SBN is
not required to file a proof of claim.
Class 5 - Existing Equity Interests are impaired. The Holder of any
Existing Equity Interest will retain its Equity Interest in
exchange for the contribution of the funds set forth in the SBN
Settlement and the capital contribution of the DIP Loan.
There are 7 principal sources of payments by which the Plan will be
funded. The sources are:
(1) sale of the Mr. Steven;
(2) monies owed by Guice Offshore with respect with the Mr.
Steven bareboat charter;
(3) funds owned by either Miguez or Iberia Crewboat;
(4) CCF Funds;
(5) Operations of the Debtors;
(6) funds in the DIP Account; and
(7) amounts owed to the Debtors incident to the charter of
vessels owned by the Debtors other than the M/V MR. STEVEN.
A full-text copy of the Joint Amended Disclosure Statement dated
April 1, 2019, is available at http://tinyurl.com/y3kb3gq2from
PacerMonitor.com at no charge.
Attorneys for Debtors are Douglas S. Draper, Esq., Leslie A.
Collins, Esq., and Greta M. Brouphy, Esq., at Heller, Draper,
Patrick, Horn & Manthey, LLC, in New Orleans, Louisiana.
About Mr. Steven
Mr. Steven, L.L.C., is a privately held company in New Iberia,
Louisiana engaged in the business of offshore marine vessel
leasing. Mr. Steven filed a voluntary petition for relief under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code (Bankr. W.D. La.
Case No. 18-51277) on Oct. 3, 2018. In the petition signed by Mr.
Steven J. Miguez, manager, the Debtor disclosed $5,152,864 in
assets and $23,651,405 in liabilities. Robin B. Cheatham, Esq., at
Adams and Reese LLP, represents the Debtor.
NATIONAL AUTO: Unsecured Creditors to Recoup 100% Under Plan
------------------------------------------------------------
National Auto Lenders, Inc., and the Official Committee of
Unsecured Creditors filed a Joint Chapter 11 Plan of Reorganization
and accompanying Disclosure Statement.
Class 3 - Allowed General Unsecured Trade Claims are unimpaired
with estimated amount of allowed claims of $140,000. The estimated
percentage recovery is 100%. Allowed General Unsecured Trade Claims
shall be paid in full, within 21 days of the Effective Date.
Class 2 - Lenders' Secured Claims are impaired with estimated
amount of allowed Claims of $36,020,000. Pursuant to the agreement
of the parties and subject the mutually agreed upon loan documents,
Lenders shall have an Allowed Secured Claim in an amount equal to
the outstanding principal balance of the obligations owed to the
Lender under the pre-Petition Loan Agreement with the Debtor as of
the Effective Date, plus unpaid interest accrued thereunder at the
contract rate through the Effective Date. The Debtor shall make
fixed payments to the Lender in the amount of $510,000 per month
from the Effective Date through July 2022. On the Effective Date
the Debtor shall pay the Lenders an amount equal to $1.5 Million,
plus $400,000 in default interest, plus Lender professional fees
with said sums respectively representing a principal prepayment, a
reduced amount due to the Lenders for pre-and post-Petition default
interest and certain fees and expenses.
Class 4 - Subordinated Debt Claims are impaired with estimated
amount of allowed claims of $25,800,415. Each holder of an Allowed
Subordinated Debt Claim shall receive a pro-rata share of a (i)
fixed monthly payment in the amount of $100,000 from and after the
Effective Date through the earlier of payment in full of the
Lenders' Allowed Secured Claims or December 31, 2023, and (ii)
thereafter, subject to the consummation of a Refinancing, if
applicable, all net proceeds from the liquidation of the Debtor's
assets, including the loan portfolio, until the Subordinated Debt
Claims are paid in full with interest. Notwithstanding the loan
documents entered into between the Debtor and the holders of the
Subordinated Debt Claims pre-Petition, the Subordinated Debt Claims
shall be restructured to provide for a fixed interest rate of 4.5%
per annum, and shall have a maturity date of five (5) years from
the Effective Date; provided, however, that in the event the
pro-rata share of the Fixed Payment does not equate to an accrual
of interest at 4.5%, then any shortfall in payments on such
interest shall be capitalized into the respective Subordinated Debt
Claim, and any excess in payments on such interest shall be applied
to reduce the principal thereof.
Class 5 - Subordinated Insider Unsecured Claims Held by the
Guarantors are impaired with estimated amount of allowed claims of
$15,000. Subordinated Insider Unsecured Claims shall not receive
any payments, unless and until the Class 2, 3 and 4 Claims have
been paid in full.
The Plan will be implemented and financed through the cash
generated by the Debtor's operations.
A full-text copy of the Joint Disclosure Statement dated April 1,
2019, is available at http://tinyurl.com/y3pv8t7afrom
PacerMonitor.com at no charge.
Counsel to the Debtor are Paul Steven Singerman, Esq., and Brian G.
Rich, Esq., at Berger Singerman LLP, in Miami, Florida.
Counsel for the Official Committee of Unsecured Creditors are Paul
J. Battista, Esq., and Glenn D. Moses, Esq., at Genovese Joblove &
Battista, P.A., in Miami, Florida.
About National Auto Lenders
National Auto Lenders, Inc. -- http://www.nalenders.com/-- is a
non-prime auto finance company that purchases loans from auto
dealers. It has been established for more than 20 years and buys
loans in multiple states. National Auto Lenders is headquartered
in Miami, Florida.
National Auto Lenders, Inc., filed a voluntary petition for relief
under chapter 11 of title 11 of the United States Code (Bankr. S.D.
Fla. Case No. 18-24586) on Nov. 23, 2018. In the petition signed by
Dania Ramos-Infante, vice president, CFO, and COO, the Debtor
estimated $100 million to $500 million in assets and $50 million to
$100 million in liabilities. Judge Laurel M. Isicoff presides over
the case. Berger Singerman LLP, led by Paul Steven Singerman, is
the Debtor's counsel.
The U.S. Trustee for Region 21 on Dec. 4, 2018, appointed nine
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case. The committee retained Paul J. Battista,
Esq. and the law firm of Genovese Joblove & Battista, P.A., as
counsel; and Soneet Kapila, CPA and the firm of KapilaMukamal, LLP,
as financial advisors.
NORDIC AMERICAN: Credit Facility Waiver Extended Until April 26
---------------------------------------------------------------
As advised by Nordic American Offshore Ltd. (the "Company" or
"NAO") in its press release on
March 25, 2019 the waivers under the Company's $150,000,000
Revolving Credit Facility, dated
March 16, 2015 (the "Credit Facility") had been extended until
Monday April 1, 2019.
The constructive discussions with the lenders under the Credit
Facility regarding the long-term capital structure and long-term
financing needs of the Company continue and they have agreed to
further extend the waivers until April 26, 2019 to accommodate the
process.
About Nordic American Offshore Ltd.
NAO -- http://www.nao.bm-- is a Bermuda-based company listed on
the New York Stock Exchange. It owns and operates a fleet of 10
modern harsh environment offshore supply vessels built with the
latest technology available. From its operating offices in Norway
and elsewhere, NAO is positioned to support a global business and
take advantage of the expected upturn in oil service activity in
the North Sea and globally.
ORCHIDS PAPER: April 15 Meeting Set to Form Creditors' Panel
------------------------------------------------------------
Andy Vara, Acting United States Trustee, United States Trustee for
Region 3, will hold an organizational meeting on April 15, 2019, at
10:00 a.m. in the bankruptcy case of Orchids Paper Products
Company.
The meeting will be held at:
United States Bankruptcy Court
Sheraton Suites
422 Delaware Avenue
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Orchids Paper
Headquartered in Pryor, Oklahoma, Orchids Paper Products Company --
http://www.orchidspaper.com-- is a national supplier of consumer
tissue products primarily serving the at home private label
consumer market. The Company produces a full line of tissue
products, including paper towels, bathroom tissue and paper
napkins, to serve the value through ultra-premium quality market
segments from its operations in northeast Oklahoma, Barnwell, South
Carolina and Mexicali, Mexico. The Company provides these products
primarily to retail chains throughout the United States.
Orchids Paper Products Company and two of its subsidiaries filed
for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729)
on April 1, 2019. The petitions were signed by Richard S.
Infantino, interim chief strategy officer.
Hon. Mary F. Walrath presides over the cases.
As of Feb. 28, 2019, the Debtors posted total assets $322,061,000
and total debts of $260,864,000.
The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions
And Business Analytics LLP as chief strategy officer; Houlihan
Lokey Capital, Inc. as investment banker; and Prime Clerk LLC as
claims and notice agent.
OREGON DENTAL: A.M. Best Affirms B(Fair) Financial Strength Rating
------------------------------------------------------------------
AM Best has removed the under review with developing implications
and affirmed the Financial Strength Rating (FSR) of B (Fair) and
the Long-Term Issuer Credit Rating (Long-Term ICR) of "bb" of
Oregon Dental Service (ODS). The outlook assigned to the FSR is
stable while the outlook assigned to the Long-Term ICR is positive.
Concurrently, AM Best has removed from under review with developing
implications and upgraded the FSR to B (Fair) from B- (Fair) and
the Long-Term ICR to "bb" from "bb-" of Moda Health Plan, Inc. The
outlook assigned to these Credit Ratings (ratings) is stable. Both
companies are domiciled in Portland, OR.
The ratings for ODS reflect its balance sheet strength, which AM
Best categorizes as weak, as well as its adequate operating
performance, limited business profile and appropriate enterprise
risk management (ERM).
The revised outlook for ODS reflects the improvement in absolute
capital at year-end 2018 and in its estimated Best's Capital
Adequacy Ratio (BCAR). In addition to the balance sheet
strengthening for ODS, these rating actions reflect a 49.5% sale of
ownership of its subsidiary Moda, Inc. (which was renamed Moda
Partners, Inc.) to Delta Dental of California (DDC), effective Feb.
28, 2019. Like ODS, DDC is part of the Delta Dental Plan
Association, one of the largest dental benefits providers in the
United States; DDC's affiliation with Dentegra Group, Inc. provides
dental benefits to more than 36 million individuals in 15 states.
The strategic partnership with DDC has reduced the financial
leverage at the ODS organization and eliminated some borrowings.
Furthermore, the transaction alleviates some of the pressure on ODS
to provide capital support to Moda Health as AM Best expects that
DDC will provide its share of financial support if needed.
The ratings for Moda Health reflect its balance sheet strength,
which AM Best categorizes as weak, as well as its marginal
operating performance, limited business profile, appropriate ERM
and support of its owners.
The rating upgrades at Moda Health reflect the improvement in
absolute capital at year-end 2018 and in its estimated BCAR. As a
result of the transaction with DDC, there will be an improvement in
the quality of the balance sheet in 2019. However, AM Best notes
that Moda Health has issued both internal and external surplus
notes, which comprise more than 50% of the company's capital &
surplus at year-end 2018.
The marginal operating performance assessment at Moda Health
reflects poor historical underwriting results, as well as a large
statutory net loss in excess of $200 million. This loss was
reported as "Risk Corridor Reclassification" on Moda Health's
year-end 2018 statement filing stemming from the individual market
losses from its participation in the Affordable Care Act and the
federal government's nonpayment of the risk corridor receivables.
The risk corridor receivables had previously been non-admitted
beginning in 2015 and were considered in prior rating actions. The
year-end 2018 reclassification has no effect on absolute or
risk-adjusted capital measures.
OUTLOOK THERAPEUTICS: Amendment No.4 to Form S-1 Prospectus
-----------------------------------------------------------
Outlook Therapeutics, Inc., has filed with the U.S. Securities and
Exchange Commission an Amendment No. 4 to Form S-1 registration
statement relating to the offering $25.0 million of shares of its
common stock and warrants to purchase shares of its common stock.
Each share of the Company's common stock is being sold together
with one 15-month warrant to purchase one share of its common stock
and one five-year warrant to purchase one share of its common
stock. The warrants will be exercisable immediately at an exercise
price per share equal to the combined public offering price per
share and accompanying warrants. The shares of common stock and
the accompanying warrants can only be purchased together in this
offering but will be issued separately and will be immediately
separable upon issuance. This prospectus also relates to the
offering of the shares of common stock issuable upon exercise of
the warrants.
Outlook Therapuetics' common stock is listed on The Nasdaq Capital
Market, or Nasdaq, under the symbol "OTLK." On April 5, 2019, the
last reported sale price of its common stock on Nasdaq was $6.11
per share. The actual number of securities, the combined public
offering price per share and accompanying warrants, and the
exercise price for the accompanying warrants will be determined
between the Company, the underwriters and investors based on market
conditions at the time of pricing.
There is no established public trading market for the warrants, and
the Company does not expect a market to develop. In addition, the
Company does not intend to apply for listing of the warrants on any
national securities exchange or nationally recognized trading
system. Without an active trading market, the liquidity of the
warrants will be limited.
The Amended Prospectus is available for free at the SEC's web site
at https://is.gd/9VaIBj.
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.
OUTLOOK THERAPEUTICS: FDA Accepts IND for ONS-5010
--------------------------------------------------
The U.S. Food and Drug Administration (FDA) has accepted and
activated the Investigational New Drug (IND) application for
Outlook Therapeutics, Inc.'s lead product candidate, ONS-5010, an
innovative monoclonal antibody (mAb) therapeutic product candidate
being developed for wet age related macular degeneration (wet AMD),
diabetic macular edema (DME) and branch retinal vein occlusion
(BRVO). The Company is now able to begin enrolling patients with
wet AMD in the U.S. portion of its ONS-5010-002 Phase 3 clinical
trial.
"We look forward to initiating the enrollment of U.S. patients for
our Phase 3 ONS-5010-002 trial now that the FDA has accepted our
IND. Patient enrollment for the study is already underway in
Australia and New Zealand, which was initiated earlier this month,"
said Lawrence A. Kenyon, president and chief executive officer.
"We remain on track with our plan to submit ONS-5010 for regulatory
approval in multiple markets in 2020."
ONS-5010-002 is the second of two adequate and well controlled
Phase 3 clinical trials evaluating ONS-5010 against ranibizumab
(Lucentis) for wet AMD and will enroll approximately 180 patients
(90 in each arm). Patients enrolled in the ONS-5010-002 study will
be treated for 11 months. The primary outcome of the study is a
statistically significant improvement in mean visual acuity of five
letters or more for ONS-5010 over ranibizumab.
If approved by regulators, ONS-5010 has the potential to mitigate
the risks associated with off-label use of Avastin or other drugs.
Off label use of Avastin is currently estimated to account for
approximately 50% of all wet AMD prescriptions in the United
States.
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.
PAUL LOGSDON INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paul Logsdon, Inc.
18916 State Highway P
Canton, MO 63435
Business Description: Paul Logsdon, Inc. is a privately held
company in Canton, Missouri in the crop
farming business.
Chapter 11 Petition Date: April 9, 2019
Court: United States Bankruptcy Court
Eastern District of Missouri (Hannibal)
Case No.: 19-20081
Debtor's Counsel: David M. Dare, Esq.
HERREN, DARE & STREET
439 S. Kirkwood Road, Suite 204
St. Louis, MO 63122
Tel: (314) 965-3373
Email: ddare@hdsstl.com
hdsstl@hdsstl.com
Total Assets: $695,400
Total Liabilities: $8,934,390
The petition was signed by Paul Logsdon, 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/moeb19-20081.pdf
PEN INC: President T. Berman Gets Additional Role as PEN Brands CEO
-------------------------------------------------------------------
At a meeting on April 3, 2019, the directors of PEN Inc. determined
the terms of an employment agreement with the Company's President,
Tom J. Berman, and elected him to the additional office of CEO of
its subsidiary PEN Brands LLC. Mr. Berman's contract runs through
Dec. 31, 2020 at a salary of $12,500 per month for the rest of
2019, increasing to $15,000 per month for 2020. In addition, Mr.
Berman is eligible for a bonus of 10% of the amount by which
quarterly revenue at PEN Brands exceeds $450,000. Unless he is
terminated for cause, Mr. Berman will continue to be eligible for
the bonus for a period of two years after his employment ends, but
it will reduce to 5% of the quarterly revenue booked after his
departure that is above the $450,000 threshold. The bonus is
capped at $200,000 in cash for each year, and if the cash cap is
reached in either 2019 or 2020, he will vest in options to purchase
up to 100,000 shares of the Company's Class A common stock with an
option price of $0.55 for that year. Mr. Berman was also awarded
options to purchase up to 350,000 shares of the Company's Class A
common stock at a price of $0.55 per share. Options to purchase
50,000 shares vested on the date of grant, options to purchase up
to 75,000 shares will vest on Dec. 31, 2019, options to purchase
100,000 shares will vest on
June 30, 2020, and options to purchase up to 125,000 shares will
vest on Dec. 31, 2020. All options have a term of five years from
date of vesting.
About PEN Inc.
Headquartered in Miami, Florida, PEN develops, commercializes and
markets consumer and industrial products enabled by nanotechnology
that solve everyday problems for customers in the optical,
transportation, military, sports and safety industries. The
Company's primary business is the formulation, marketing and sale
of products enabled by nanotechnology including the ULTRA CLARITY
brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products
and CLARITY ULTRASEAL nanocoating products for glass and ceramics.
The Company also sells an environmentally friendly surface
protector, fortifier, and cleaner. The Company's design center
conducts product development services for government and private
customers and develops and sells printable inks and pastes, thermal
management materials, and graphene foils and windows. PEN was
formed in 2014, and is the successor to Applied Nanotech
Holdings Inc. that had been formed in 1989. In the combination
that created PEN, Nanofilm, Ltd. acquired Applied Nanotech
Holdings, Inc. The Company's principal operating segments coincide
with its different business activities and types of products sold.
This is consistent with the Company's internal reporting
structure.
As of Dec. 31, 2017, Pen Inc. had $2.18 million in total assets,
$3.27 million in total liabilities and a total stockholders'
deficit of $1.09 million. PEN Inc. incurred a net loss of $687,068
in 2017, compared to a net loss of $556,001 in 2016.
The report from the Company's independent accounting firm Salberg &
Company, P.A., the Company's auditor since 2013, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has a
net loss and cash provided by operating activities of $687,068 and
$438,558, respectively, in 2017 and has a working capital deficit,
stockholders' deficit and accumulated deficit of $1,345,095,
$1,096,005 and $6,587,235, respectively, at Dec. 31, 2017. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.
PENINSULA RESEARCH: Unsecureds to Get $160,000 Over 2 Years
-----------------------------------------------------------
Peninsula Research Ormond Beach, LLC, sought and obtained
conditional approval of the amended disclosure statement
accompanying its amended Chapter 11 plan.
Under the Plan, Class 8 - General Unsecured Claims (Estimated
amount: $1,000,000). General unsecured claims shall include
allowed unsecured claims; allowed deficiency claims; and unsecured,
nonpriority tax claims. Holders of allowed unsecured claims shall
be paid pro rata. Distributions shall be made quarterly for a term
of two years (for a total of eight distributions) to begin on the
Effective Date. Each Distribution shall be in the sum of $20,000,
for a total dividend to holders of general unsecured claims of
$160,000.
The payments required under this plan will be funded from the
business revenues of the Debtor.
An evidentiary hearing will be held on May 23, 2019, at 11:00 AM 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,
including hearing objections to confirmation.
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 will file a ballot tabulation no later than four days
before the date of the Confirmation Hearing.
A full-text copy of the Amended Disclosure Statement is available
at http://tinyurl.com/yxfufqj8from PacerMonitor.com at no charge.
About Peninsula Research Ormond Beach
Peninsula Research Ormond Beach, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-04498) on July 27, 2018. In the petition signed by Angel Ribo,
CEO and president, the Debtor estimated assets of less than $50,000
and liabilities of less than $500,000. The Debtor is represented
by the Law Offices of Scott W. Spradley, P.A.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Peninsula Research Ormond Beach, LLC as of
Sept. 17, according to a court docket.
PERFORMANCE GROUP: Moody's Hikes CFR to Ba2, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Performance Food Group, Inc.'s
Corporate Family Rating to Ba2 from Ba3, Probability of Default
Rating to Ba2-PD from Ba3-PD and senior unsecured notes rating to
B1 from B2. In addition, Moody's affirmed PFG's SGL-2 Speculative
Grade Liquidity rating. The outlook is stable.
"The ratings upgrade reflects PFG's steady improvement in operating
earnings and credit metrics and our view that operating performance
will continue to strengthen as management focuses on driving sales
and managing costs," stated Bill Fahy, Moody's Senior Credit
Officer. The steady improvement of operating earnings led to a
decline in leverage on a debt to EBITDA basis from a high of about
4.5 times at the end of 2015 to around 3.6 times for the LTM period
ended December 2018. "The upgrade also factors in PFG's recently
announced acquisition of Eby Brown which we believe will strengthen
its Vistar business by increasing its presence into the convenience
store segment and expand its product offering" stated Fahy. The
acquisition of Eby Brown is consistent with PFG's plans for growth
-- to expand its presence in existing and new channels through both
organic growth and acquisitions.
Upgrades:
Issuer: Performance Food Group, Inc.
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Rating, Upgraded to Ba2 from Ba3
Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD6) from
B2 (LGD6)
Outlook Actions:
Issuer: Performance Food Group, Inc.
Outlook, Changed To Stable From Positive
Affirmations:
Issuer: Performance Food Group, Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-2
RATINGS RATIONALE
PFG's credit profile benefits from being the third largest food
service provider in the US, greater business diversification
provided by its candy, snacks, and beverages segment, moderate
financial policy and good liquidity. However, PFG is constrained by
its more modest operating margins versus its larger peers,
acquisitive business strategy, higher operating cost environment
and competitive pressures.
The stable outlook reflects Moody's view that PFG's operating
performance and credit metrics will continue to improve as the
company executes its growth initiatives, focuses on lowering costs
throughout its system and successfully integrates the acquisition
of Eby Brown. The outlook also expects the company to maintain good
liquidity and a balanced financial policy.
Factors that could lead to an upgrade include a sustained
improvement in earnings while maintaining a balanced financial
policy that results in debt to EBITDA of under 3.0 times and EBITA
to interest above 4.25 times on a sustained basis.
Factors that could lead to a downgrade include a steady
deterioration in operating performance or the adoption of a more
aggressive financial policy that results in debt to EBITDA
sustained above 3.75 times or EBITA to interest falling below 3.25
times on a sustained basis. A sustained deterioration in liquidity
for any reason could also lead to a downgrade.
Performance Food Group, Inc., a wholly owned subsidiary of
Performance Food Group Company (PFGC) headquartered in Richmond,
Virginia, is a food distributor with annual revenues of
approximately $18 billion and about $23 billion pro forma for the
acquisition of Eby Brown.
PG&E CORP: Tort Claimants Panel Seeks to Hire Financial Advisor
---------------------------------------------------------------
The committee representing tort claimants in the Chapter 11 cases
of PG&E Corporation and Pacific Gas and Electric Company seeks
approval from the U.S. Bankruptcy Court for the Northern District
of California to hire a financial advisor.
The committee proposes to employ Lincoln Partners Advisors, LLC to
provide financial advisory services in connection with the Debtors'
restructuring, including the analysis and potential development of
a Chapter 11 plan of reorganization.
The firm will be paid at these hourly rates:
Managing Directors $995 - $1,195
Directors/Vice Presidents $795 - $895
Associates/Analysts $395 - $695
Administrative Staff $250
Brent Williams, managing director and co-head of Lincoln's Special
Situations Group, disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Brent C. Williams
Lincoln Partners Advisors, LLC
500 West Madison Street, Suite 3900
Chicago, IL 60661
Phone: +1 (312) 580-8339
About PG&E Corp.
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
PHUNWARE INC: Registers 17.95-Mil. Common Shares Plus Warrants
--------------------------------------------------------------
Phunware, Inc. has filed with the U.S. Securities and Exchange
Commission an Amendment No. 3 to its Form S-1 registration
statement relating to shares of common stock, par value $0.0001 per
share, of the Company and warrants to purchase common stock. The
securities offered include:
(i) 2,692,161 outstanding shares of the Company's common stock
to be sold by selling securityholders;
(ii) 7,705,373 outstanding shares of the Company's common stock
to be sold by securityholders;
(iii) 2,951,741 outstanding shares of the Company's common
stock issued pursuant to cashless exercises of certain
outstanding warrants;
(iv) 184,387 outstanding shares of the Company's common stock
issued to certain underwriters to be sold by the security
holders;
(v) 586,465 shares of the Company's common stock issuable upon
exercise of shares of the Company's Series A preferred
stock;
(vi) 3,444,129 shares of the Company's common stock issuable
upon exercise of certain outstanding warrants and certain
unit purchase options at $11.50 per share (including the
initial issuance of those shares upon the exercise of such
warrants and such unit purchase options and the subsequent
resale by the selling securityholders);
(vii) 14,866 shares of the Company's common stock issuable upon
exercise of certain outstanding warrants at $5.53 per
share (including the initial issuance of such shares upon
the exercise of such warrants and the subsequent resale of
all such shares by the selling securityholders);
(viii) 377,402 shares of the Company's common stock issuable upon
exercise of certain outstanding warrants at $9.22 per
share (including the initial issuance of such shares upon
the exercise of such warrants and the subsequent resale of
all such shares by the selling securityholders); and
(ix) 10,312,078 outstanding warrants to purchase shares of the
Company's common stock to be sold by the selling
securityholders.
The Company is registering the offer and sale of these securities
to satisfy certain registration rights it has granted. The Company
will not receive any of the proceeds from the sale of the
securities by the selling securityholders. The Company will
receive proceeds from warrants exercised in the event that such
warrants are exercised for cash. The Company will pay the expenses
associated with registering the sales by the selling
securityholders.
The Company's common stock is listed on The Nasdaq Capital Market
under the symbol "PHUN", and its warrants are listed on Nasdaq
under the symbol "PHUNW". On April 4, 2019, the last quoted sale
price for the Company's common stock as reported on Nasdaq was
$6.02 per share and the last quoted sale price for its warrants as
reported on Nasdaq was $0.83 per warrant.
The Registration Statement is available for free at the SEC's web
site at https://is.gd/aJ33Gw.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc., claims to be the
pioneer of Multiscreen-as-a-Service (MaaS), a fully integrated
enterprise cloud platform for mobile that provides companies the
products, solutions, data and services necessary to engage, manage
and monetize their mobile application portfolios and audiences
globally at scale. Phunware helps brands create category-defining
mobile experiences, with more than one billion active devices
touching its platform each month. For more information about how
Phunware is transforming the way consumers and brands interact with
mobile in the virtual and physical worlds, visit www.phunware.com,
www.phuncoin.com and follow @phunware and @phuncoin on all social
media platforms.
Phunware incurred a net loss of $9.80 million in 2018, following a
net loss of $25.93 million in 2017. As of Dec. 31, 2018, the
Company had $36.88 million in total assets, $25.67 million in total
liabilities, $5.37 million in redeemable convertible preferred
stock, and $5.82 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2017,
issued a "going concern" qualification in its report daed March 19,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, 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.
PLAINVILLE LIVESTOCK: U.S. Trustee Forms 7-Member Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on April 8 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Plainville Livestock Commission, Inc.
The committee members are:
(1) Tim Berland
1260 2 Rd.
Damar, KS 67632
(2) Riley Noll
20998 Q Rd.
Ransom, KS 67572
(3) Keith Erickson
1197 West Iron
Prairie View, KS 67664
(4) Brian Schultz
Box S Ranch
2728 Co 685 Ave.
Lucas, KS 67648
(5) Sharon Krafft for Denton Krafft
760 West Mohawk Road
Phillipsburg, KS 67661
(6) Jason Rathbun
2270 9 Rd.
Zurich, KS 67663
(7) Chris Dorman Dorman Family Farms, LLC
422 S. Smokyhill Ave.
Oakley, KS 67748
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Plainville Livestock Commission
Plainville Livestock Commission, Inc. operates a livestock auction
house in Kansas. It conducts a weekly cattle sale every Tuesday,
selling all classes of cattle.
Plainville Livestock Commission sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-10293) on March
1, 2019. At the time of the filing, the Debtor had estimated
assets of less than $100,000 and liabilities of between $10 million
and $50 million.
The case has been assigned to Judge Robert E. Nugent. Hinkle Law
Firm, LLC serves as the Debtor's bankruptcy counsel.
QUALITY CONSTRUCTION: May 21 Plan Confirmation Hearing
------------------------------------------------------
The Bankruptcy Court has approved the Disclosure Statement
explaining the second amended plan of reorganization filed by
Energy Note Services Acquisition LLC and CAC Services, LLC, and May
21, 2019 at 10:00 AM, is fixed as the date and time for hearing on
confirmation of the Plan. That hearing will be held at 214
Jefferson Street, 1st Floor Courtroom, Lafayette, Louisiana.
April 23, 2019 is fixed as the last date for filing written
acceptances or rejections of the Plan. April 23, 2019 is also
fixed as the last date for filing and serving objections, if any,
to the confirmation of the Plan. Objections in writing must be
filed and served on counsel for proponent of the Plan at least five
(5) business days before the hearing on confirmation.
Class 8QM: Any Allowed General Unsecured Claims against QM are
impaired. Each holder of a General Unsecured Claim in this Class is
to Receive a Pro Rata Share of QM Available Cash. Expected return
on claim 11-18%.
Class 8QC: Any Allowed General Unsecured Claims against QC are
impaired. Each holder of a General Unsecured Claim in this Class is
to Receive a Pro Rata Share of QC Available Cash. Expected return
on claim 11-18%.
Class 8QP: Any Allowed General Unsecured Claims against QP are
impaired. Each holder of a General Unsecured Claim in this Class is
to Receive a Pro Rata Share of QP Available Cash. Expected return
on claim 11-18%.
Class 8TR: Any Allowed General Unsecured Claims against Traco are
impaired. Each holder of a General Unsecured Claim in this Class is
to Receive a Pro Rata Share of TR Available Cash. Expected return
on claim 11-18%.
Classes 9QM, 9QC, 9QP and 9TR are impaired. Any Allowed
Subordinated Claims against the classes. No distribution.
Class 10QM, 10QC, and 10QP are impaired. Allowed Equity Interests
in classes. No Distribution and Equity Interests Cancelled.
Class 10TR are impaired. Allowed Equity Interests in Traco. No
Distribution and Equity Interests Cancelled.
All Plan payments are funded by ESNA which, in turn, receives its
funding from Mr. Martinez individually.
A full-text copy of the Second Amended Disclosure Statement dated
April 1, 2019, is available at http://tinyurl.com/y32a4rx3from
PacerMonitor.com at no charge.
Counsel for ESNA is Joseph P. Hebert, Esq., at Liskow & Lewis, in
Lafayette, Louisiana; and Howard Marc Spector, Esq., at Spector &
Johnson, PLLC, in Dallas, Texas.
About Quality Construction & Production LLC
Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people. The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.
Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018. In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.
The Hon. Robert Summerhays is the case judge.
The Debtors tapped Weinstein & St. Germain, LLC, as their
bankruptcy counsel; Elmore Consulting, LLC, as financial
consultant; and Donlin, Recano & Company as claims and noticing
agent.
The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018. The Committee
hired H. Kent Aguillard as counsel.
RAJYSAN INC: Shareholder Seeks Ch. 11 Trustee Appointment
---------------------------------------------------------
Movant Gurmeet Sahani, shareholder and creditor of Rajysan, Inc.,
asked the U.S. Bankruptcy Court for the Central District of
California to enter an order directing the appointment of a Chapter
11 trustee for the Debtor.
According to the Movant, an independent trustee should be appointed
under Sec. 1104(a)(2) of the Bankruptcy Code where the manager of a
Chapter 11 debtor suffer from material conflicts of interest.
Further, the Movant believed that the Debtor will also benefit from
having a unitary decision maker and fiduciary. As specified by the
Movant, the solution proposed by the Stipulation between the
Debtor, Creditors' Committee, Gurpreet Sahani, Rajinder Sahani,
Amarjit Sahani and J. Michael Issa regarding the Appointment of
Outside Director and Resignation of Current Board of Directors and
Officers leaves in place a fractured and confusing structure
whereby the Committee remains in charge of certain claims, while
the Debtor remains in control of the claims against the Gurmeet
Parties.
In this case, the Movant remarked that the divided authority has
led to confusion and waste, with attorneys and clients left
confused about who is in charge of what claims, and who has
authority to settle or prosecute. Therefore, the Movant noted that
the clear solution to the problem is the appointment of a trustee
as a single fiduciary in charge of all claims.
Gourmeet Sahani is represented by:
Jeremy W. Faith, Esq.
Monsi Morales, Esq.
MARGULIES FAITH LLP
16030 Ventura Blvd., Suite 470
Encino, CA 91436
Telephone: (818) 705-2777
Facsimile: (818) 705-3777
Emails: Jeremy@MarguliesFaithLaw.com
Monsi@MarguliesFaithLaw.com
About Rajysan Inc.
Founded in 1984, Rajysan, Incorporated, is a wholesale distributor
of industrial machinery and equipment. The Simi Valley,
California-based company filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-11363) on July 29, 2017.
In the petition signed by Gurpreet Sahani, its president, the
Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities. Judge Peter Carroll presides over the
case. The Debtor is represented by Andrew Goodman, Esq., at
Goodman Law Offices, APC.
On Aug. 31, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in the Debtor's case. The
committee retained Marshack Hays LLP as its bankruptcy counsel, and
Force Ten Partners LLC as its financial advisor.
RENNOVA HEALTH: Makes Initial $2M Arbitration Settlement Payment
----------------------------------------------------------------
In connection with the previously-announced settlement agreement
with regard to the arbitration proceeding relating to the sale on
March 31, 2016 by Rennova Health, Inc. of certain disputed accounts
receivable, Christopher Diamantis, a director of the Company, on
behalf of the Company, made the initial required payment pursuant
to the settlement agreement of $2,000,000 payable on April 5, 2019.
Under the settlement agreement, the Company is now obligated to
repay Mr. Diamantis this amount.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates
three rural hospitals in Tennessee and provides diagnostics and
supportive software solutions to healthcare providers. Through an
ever-expanding group of strategic brands that work in unison to
empower customers, the Company is creating the next generation of
healthcare.
Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016. As of Sept. 30,
2018, the Company had $19.43 million in total assets, $39.76
million in total liabilities, $5.83 million in redeemable preferred
stock I-1, $3.96 million in redeemable preferred stock I-2, and a
total stockholders' deficit of $30.13 million.
The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit. These conditions
raise substantial doubt about the company's ability to continue as
a going concern.
RENNOVA HEALTH: Settles Suit Over Disputed Accounts Receivable
--------------------------------------------------------------
As previously announced, on March 31, 2016 Rennova Health, Inc.
entered into an agreement to sell certain disputed accounts
receivable. The Company received $5,000,000 in proceeds. Under
the agreement, as subsequently amended, the Company was required to
make payment to the counterparty by May 30, 2018. Christopher
Diamantis, a director of the Company, guaranteed the Company's
obligation. The Company did not make the payment by May 30, 2018
and the counterparty commenced an arbitration proceeding against
the Company and Mr. Diamantis.
On March 31, 2019, the Company, Mr. Diamantis and the counterparty
entered into a settlement agreement in connection with the
arbitration. The Company and Mr. Diamantis agreed to pay the
counterparty $2,000,000 on or before April 5, 2019 and an
additional $7,694,685 plus interest at 10% per annum on or before
May 20, 2019. To the extent that Mr. Diamantis makes any of these
payments on behalf of the Company, the Company is obligated to
repay him. In the event that these payments are not timely made,
the counterparty will be owed $11,997,391 (less any payments
actually made). To date, the Company has not recovered any
proceeds from the disputed accounts receivable.
Issued and Outstanding Shares
As a result of conversions and exercises of certain of the
Company's securities, as of April 3, 2019 the Company had
3,668,882,657 shares of common stock issued and outstanding.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates
three rural hospitals in Tennessee and provides diagnostics and
supportive software solutions to healthcare providers. Through an
ever-expanding group of strategic brands that work in unison to
empower customers, the Company is creating the next generation of
healthcare.
Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016. As of Sept. 30,
2018, the Company had $19.43 million in total assets, $39.76
million in total liabilities, $5.83 million in redeemable preferred
stock I-1, $3.96 million in redeemable preferred stock I-2, and a
total stockholders' deficit of $30.13 million.
The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit. These conditions
raise substantial doubt about the company's ability to continue as
a going concern.
ROYAL CAPITAL: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Royal Capital Holdings LLC
2371 Fenton St
Chula Vista, CA 91914
Business Description: Royal Capital Holdings LLC is a company that
oversees investments in real estate, mining,
and other venture opportunities.
Chapter 11 Petition Date: April 9, 2019
Court: United States Bankruptcy Court
Southern District of California (San Diego)
Case No.: 19-02017
Judge: Hon. Christopher B. Latham
Debtor's Counsel: Andrew A. Moher, Esq.
MOHER LAW GROUP
5560 La Jolla Blvd, Suite D
La Jolla, CA 92037
Tel: 619-269-6204
Fax: 619-923-3303
Email: amoher@moherlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jose Ramon Mayorquin, 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/casb19-02017.pdf
RUBIO & ASSOCIATES: Case Summary & 18 Unsecured Creditors
---------------------------------------------------------
Debtor: Rubio & Associates, LLC
dba Imagine Medispa
fdba Kanawha Limited
fdba Medical Weight Loss Clinic of Charleston
6 Courtney Drive
Charleston, WV 25304
Business Description: West Virginia-based, Rubio & Associates, LLC
d/b/a Imagine Medispa is a provider of
medical weight loss and skin care
treatments. Imagine Medispa opened its
first location in Beckley, West Virginia in
August of 1996. Over the next 20 years,
Imagine Medispa opened five additional
locations in Charleston (Imagine Medispa -
Charleston and Spa Bliss), Princeton,
Ronceverte, and Barboursville. Imagine
Medispa also offers non-surgical,
state-of-the-art, aesthetic skin care and
laser hair removal. For more information,
visit https://www.imaginemedispa.com.
Chapter 11 Petition Date: April 8, 2019
Court: United States Bankruptcy Court
Southern District of West Virginia (Charleston)
Case No.: 19-20148
Judge: Hon. Frank W. Volk
Debtor's Counsel: Beth G. Kavitz, Esq.
KAVITZ LAW PLLC
1204 Virginia Street East Charleston
Charleston, WV 25301
Tel: 681-265-9441
Fax: 304-553-7443
E-mail: beth@kavitzlaw.com
Total Assets: $2,082,500
Total Liabilities: $965,000
The petition was signed by David A. Rubio, member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at:
http://bankrupt.com/misc/wvsb19-20148.pdf
S.T.A.P. INDUSTRIES: Seeks to Hire Donna Brown as Accountant
------------------------------------------------------------
S.T.A.P. Industries, Inc. seeks authority from the U.S. Bankruptcy
Court for the Western District of Kentucky to hire an accountant.
The Debtor proposes to employ Donna Brown, CA, RTRP to prepare its
monthly operating reports, and maintain and reconcile financial
records.
Ms. Brown will charge a monthly fee of $425 to cover all monthly
reconciliations; $575 for the preparation of the yearly tax return;
and $75 per hour for all other services.
Donna Brown assures the court the she does not hold nor represent
an interest adverse to the bankruptcy estate, and that she is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The accountant can be reached at:
Donna Brown, CA, RTRP
Rafiner Bookkeeping
2210 Goldsmith Lane
Louisville, KY 40218
Phone: 502-916-3946
About S.T.A.P. Industries, Inc.
S.T.A.P. Industries, Inc. is an FAA approved repair station and
EASA Approved located in Louisville, Kentucky. It provides various
services to the aviation industry, which include custom machine
tooling and fabrication, manufacture of non-powered aviation ground
support equipment, repair and overhaul of cargo handling systems,
and consignment inventory of cargo handling systems for the world's
largest cargo airlines.
S.T.A.P. Industries filed a voluntary Chapter 11 petition (Bankr.
W.D.K.Y. Case No. 19-30762) on March 14, 2019. David M. Cantor,
Esq., at Seiller Waterman LLC, represents the Debtor as counsel.
The case has been assigned to Judge Thomas H. Fulton.
SEBA BROS: Proceeds from Farm Operations to Fund Plan Payments
--------------------------------------------------------------
Seba Bros. Farms, Inc. and Seba Bros. Partnership LLC filed amended
Chapter 11 plan and accompanying amended disclosure statement.
Class Eleven includes all Allowed General Unsecured Nonpriority
Claims.
Class Thirteen all claims of Shareholders and Members of these
Debtors. These are Allowed Unsecured Claims which are subordinated
to any Allowed Unsecured Non-Priority Claims. These Claimants will
not be paid.
Class One includes BMO Harris NA, which was owed $3,821,185.41 as
of 9/17/18 and $3,933,273.68 as of 1/16/19 on the real estate
Promissory Note; and $2,785,875 as of 9/17/18 and $2,191,660.17 as
of 1/16/19 on the line of credit Promissory Note. The total balance
owed as of 1/16/19 was $6,124,933.85. The Promissory Notes are
secured by deeds of trust on farmland in Cass County, Missouri and
a blanket senior lien on all other assets of the Debtors. The
combined value of the Debtors' real estate secured by BMO Harris
liens and Peoples State Bank is $7,220,000 per the appraisal
obtained by the Debtors in December, 2018.
Class Two includes Wood & Huston Bank, owed $95,825.56 as of
10/12/18. This figure was taken from the Proof of Claim filed by
W&H. Since 10/12/18, the Debtors have paid $8,000. The Promissory
Note is secured by a 2018 Bale Baron. The value of the equipment
exceeds the balance owed. W&H shall be treated as a secured
creditor as set forth in 4.2 of the Plan. This is an Allowed
Secured Claim.
Class Three includes Peoples State Bank, owed $359,656.60 as of
9/28/18. This figure was taken from the Proof of Claim filed by
Peoples. The Promissory Note is secured by 54 acres of land in Cass
County, Missouri and vehicles/equipment. The value of the real
property is $285,000. Peoples shall be treated as a secured
creditor. This is an Allowed Secured Claim.
Class Four includes Hawthorn Bank, owed $80,284.92 as of 10/10/18.
This figure was taken from the Proof of Claim filed by Hawthorn.
The Promissory Note is secured by road tractors and trailers. The
value of the road tractors and trailers exceed the balance owed.
Hawthorn shall be treated as a secured creditor. This is an
Allowed Secured Claim.
Class Five includes Commercial Capital Co., LLC, owed $39,600. The
debt is secured by trailers. The value of the trailers exceed the
balance owed. CCC shall be treated as a secured creditor. This is
an Allowed Secured Claim.
Class Six includes John Deere Financial, which holds true leases on
three tractors. The leases have been completed with some payment
still due and owing under the leases. The Debtors recently
consented to a lift of stay for JDF to retrieve the three tractors.
The leases are rejected to the extent there is anything left to be
completed on the leases. The Claims of JDF will be treated as
unsecured non-priority claims for amounts owed pre-petition and as
administrative claims for amounts owed post-petition.
Class Seven includes PacVan, which holds a true lease on a
commercial movable building that is used for the Debtors' office.
The lease with PV shall be assumed. This is an Allowed Secured
Claim.
Class Eight includes The Lippert Family Trust, which holds a
judgment lien against the Debtor Seba Bros. Farms, Inc.'s real
estate in the amount of $16,092. The judgment lien is junior to the
mortgage liens of BMO Harris. This is an Allowed Secured Claim.
Class Nine includes the Unsecured Priority Claims of taxing
authorities. The Internal Revenue Service filed a Proof of Claim
for $360,150.71 for 2015-2018 taxes, which were all estimated. The
Debtor disputes this liability. The Missouri Department of Revenue
filed a Proof of Claim for $2,508.54.
Class Ten includes all landowners who were or are owed rent as a
result of the Debtors growing crops and harvesting the crops on the
landowners' land. These leases will be assumed and the landowners
who are still owed as shown on this exhibit will be paid as set
forth in the Plan.
Class Twelve includes the amounts owed to Brown, Hester and Bell.
These individuals have agreed to accept payment as set forth in the
Plan.
Class Fourteen includes all Allowed Administrative Claims, whether
incurred before or after the Confirmation Date, allowable under
Sections 330 and 503(b) of the Bankruptcy Code. The Claims of this
Class include income taxes derived from the operation of the
Debtor's business, and post-petition expenses not paid during the
course of the Chapter 11 proceeding, attorneys' fees and accounting
fees for post-petition services rendered to the Debtor on and after
the Filing Date.
The Debtors will continue to farm their land and the land that they
lease from other landowners. The secured lenders would be paid in
full and any remaining funds would be used to pay the unsecured
creditors.
A full-text copy of the Amended Joint Disclosure Statement dated
April 1, 2019, is available at http://tinyurl.com/yymprc3nfrom
PacerMonitor.com at no charge.
Attorney for the Debtors is Erlene W. Krigel, Esq., at Krigel &
Krigel, P.C., in Kansas City, Missouri.
About Seba Bros. Farms Inc.
Based in Cleveland, Missouri, Seba Bros. Farms, Inc., is a
privately-held company in the general crop farming industry. Seba
Bros. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Mo. Case No. 18-42569) on Sept. 28, 2018. In the
petition signed by David W. Seba, president, the Debtor estimated
both assets and liabilities of less than $10 million. The Debtor
tapped Erlene W. Krigel, Esq., at Krigel & Krigel, P.C. as its
counsel.
SISTERS HOME: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: Sisters Home Center, LLC
dba Trish Home Center
227 East Main Street
Tuckerton, NJ 08087
Business Description: Sisters Home Center, LLC owns and operates
a hardware store in Tuckerton, New Jersey.
The Company previously sought bankruptcy
protection on Jan. 10, 2017 (Bankr. D. N.J.
Case No. 17-10509).
Chapter 11 Petition Date: April 8, 2019
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Case No.: 19-17143
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: Joseph M. Casello, Esq.
COLLINS, VELLA & CASELLO, LLC
2317 Route 34 South, Suite 1A
Manasquan, NJ 08736
Tel: (732) 751-1766
Fax: (732) 751-1866
E-mail: jcasello@cvclaw.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Pasquale Musto, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at:
http://bankrupt.com/misc/njb19-17143.pdf
SIT-CO LLC: U.S. Trustee Forms 2-Member Committee
-------------------------------------------------
The Office of the U.S. Trustee on April 8 appointed two creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Sit-Co, LLC.
The committee members are:
(1) Eric Day
361 East Brown Road
Santa Claus, IN 47579
Phone: (502) 314-3911
Email: sunnyday@coopsone.com
(2) Don Clark, Loss Mitigation
for Kyle Enterprises, LLC
d/b/a Millennium
120 S. Wright St.
Delavan, WI 53115
Phone: (262) 249-8705
Email: don@mymillennium.us
The bankruptcy watchdog appointed Mr. Day as chairperson of the
committee.
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Sit-Co LLC
Sit-Co, LLC, is a multifaceted company providing solutions for
businesses. Since 2004, the company has built a wireless network
covering eight counties in Southern Indiana. In 2008, the company
built a state of the art data center offering co-location, private
cloud, disaster recovery, and data backup services. In 2010, the
company deployed a business VOIP system providing phone service in
22 states. Its latest venture is the construction of Enterprise
and FTTH networks throughout the tri-state area.
Sit-Co filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
19-70172) on Feb. 14, 2019. In the petition signed by Thomas D.
Kolb, member, the Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities. The case has been assigned
to Judge Basil H. Lorch III. Sandra D. Freeburger, Esq., at Deitz,
Shields & Freeburger, LLP, is the Debtor's counsel.
STONEMOR PARTNERS: Amends 2018 Long-Term Incentive Plan
-------------------------------------------------------
StoneMor GP LLC, the general partner of StoneMor Partners L.P.,
approved on March 27, 2019, the amendment and restatement of the
StoneMor Amended and Restated 2018 Long-Term Incentive Plan, which
was also renamed the StoneMor Amended and Restated 2019 Long-Term
Incentive Plan, in order to (i) increase the number of common units
of the Partnership reserved for delivery under the Restated Plan
and (ii) make certain other clarifying changes and updates to the
Restated Plan.
The Restated Plan provides for the grant, from time to time, at the
discretion of the board of directors of the General Partner or the
Compensation, Nominating and Governance, and Compliance Committee
of the Board, of equity-based incentive compensation awards.
Subject to adjustment in the event of certain transactions or
changes of capitalization in accordance with the Restated Plan,
4,000,000 common units of the Partnership have been reserved for
delivery pursuant to awards under the Restated Plan. Common units
subject to an award that is forfeited, cancelled, exercised,
settled in cash, or otherwise terminates or expires without
delivery of common units and common units withheld to satisfy the
withholding obligations with respect to an award will again be
available for delivery pursuant to other awards under the Restated
Plan.
About StoneMor Partners
StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 322 cemeteries and 90
funeral homes in 27 states and Puerto Rico. StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.
StoneMor reported a net loss of $72.69 million for the year ended
Dec. 31, 2018, compared to a net loss of $75.15 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, the Partnership had
$1.66 billion in total assets, $1.67 billion in total liabilities,
and a total partners' deficit of $6.57 million.
* * *
As reported by the TCR on Feb. 13, 2019, Moody's Investors Service
downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2
from Caa1 and Probability of Default rating to Caa3-PD from
Caa1-PD. The Caa2 CFR reflects Moody's concern that if pre-need
cemetery selling and liquidity pressures do not abate while the
senior secured credit facility is being refinanced, a distressed
exchange or other default event could become more likely.
In February 2019, S&P affirmed its 'CCC+' issuer credit rating on
StoneMor Partners LP. S&P said "The rating affirmation reflects
our view that StoneMor's capital structure is unsustainable and
reflects our expectation that the company will produce cash flow
deficits in 2019. However, we affirmed the rating because we
believe the company has sufficient liquidity over the next 12
months given the new bridge loan."
SUNDYNE US: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service has assigned initial ratings to Sundyne
U.S. Purchaser, Inc., including a Corporate Family Rating of B2 and
Probability of Default Rating of B2-PD. Concurrently, Moody's
assigned a B2 rating to the company's first lien senior secured
credit facilities including its $100 million first lien senior
secured revolving credit, $30 million letter of credit facility and
$450 million first lien senior secured term loan. The rating
outlook is stable.
Proceeds from the proposed debt facilities are to be used to fund a
$440 million dividend to Sundyne's sponsors, The Carlyle Group L.P
and funds advised by BC Partners. Sundyne is a carve-out of
Accudyne Industries Borrower S.C.A. Existing ratings of Accudyne
Industries Borrower S.C.A. will be withdrawn once existing debt is
repaid with proceeds from the pending sale of Accudyne's Precision
Flow Systems business to Ingersoll-Rand.
Assignments:
Issuer: Sundyne U.S. Purchaser, Inc.
Probability of Default Rating, Assigned B2-PD
Corporate Family Rating, Assigned B2
Senior Secured Bank Credit Facility, Assigned B2 (LGD3)
Outlook Actions:
Issuer: Sundyne U.S. Purchaser, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Sundyne's B2 CFR reflects its modest $270 million revenue base and
high financial leverage with pro forma 2018 debt/EBITDA
approximating 5.5x (including Moody's standard adjustments).
Moody's expects debt/EBITDA to improve to below 5.0x in the next 18
to 24 months. Moody's notes that the dividend and resulting debt
are sizable relative to the company's revenue base and expected
free cash flow generation. However, the ratings also consider the
mission-critical nature of Sundyne's products, high EBITDA margins
and the significant proportion of revenue (over 50%) from
aftermarket sales. This provides some balance to the more cyclical
OE oil & gas market. Moody's anticipates that over the next one to
two years, the revenue coming on line will have a greater degree of
OE-related revenue that has a lower margin profile than the
company's aftermarket business. Although EBITDA margins are
expected to moderate due to customer mix, the company's overall
EBITDA margin profile is expected to remain high at well over 25%
and absolute EBITDA growth is anticipated.
Sundyne's focus on the high technology content of its products due
to their mission-critical nature and high cost of failure to the
oil and gas end-markets provide it with competitive advantage that
translate into healthy margins. The company maintains
well-established relationships supported by strong brands in the
niche markets it serves to a blue-chip customer base. Of note,
approximately two-thirds of the company's revenues are generated
abroad.
The stable outlook is based on the expectation that end-market
conditions will remain stable with the company growing top line and
generating positive free cash flow and maintaining a good liquidity
profile.
The B2 rating on the first-lien debt reflects the preponderance of
first-lien bank debt in the company's debt structure. The debt is
expected to be secured by substantially all of Sundyne's tangible
and intangible assets as well as guaranteed by all material
domestic subsidiaries.
Sundyne's good liquidity profile is supported by the expectation of
positive annual free cash flow generation, healthy cash balances
and good revolver availability. As part of the proposed
transaction, the company will have access to a $100 million
revolving credit facility and a separate $30 million L/C facility.
In addition, the company is expected to maintain ample covenant
headroom under its springing net leverage ratio covenant if
triggered over the next twelve to eighteen months.
An upward rating action would be driven by revenue growth,
debt/EBITDA improving to and being sustained at 3.5 times or below,
EBITA/interest exceeding 3.0x and free cash flow/debt increasing to
the double digit level while maintaining a good liquidity profile.
A downward rating action could develop if debt/EBITDA were to
exceed 5.75x, EBITA/interest were to fall below 1.5x or if free
cash flow were to turn negative. A more aggressive financial policy
given its private equity ownership structure, including a sizable
debt-financed dividend, would also exert downward ratings
pressure.
Sundyne is a manufacturer of pumps and compressors sold under
well-established brands such as Sundyne, SUNFLO, HMD, Marelli
Pumps, ANSIMAG and PPI primarily to the oil & gas end-market. The
company is a carve-out from Accudyne Industries and is
privately-held and owned by funds advised by BC Partners and The
Carlyle Group L.P. Annual revenues approximate $270 million.
SUNGARD AVAILABILITY: Moody's Affirms 'Ca' CFR, Outlook Negative
----------------------------------------------------------------
Moody's Investors Service affirmed Sungard Availability Services
Capital Inc.'s Ca-PD probability of default rating and appended a
limited default (LD) designation to the PDR. Concurrently, Moody's
affirmed Sungard AS' other ratings, including the Ca corporate
family rating. The rating outlook remains negative.
The LD designation indicates a limited default under Moody's
definition as the company did not pay the interest due on April 1
for the term loans within five business days after the interest was
due (the grace period under the senior secured credit agreement).
Last week, Sungard AS announced plans to file for voluntary Chapter
11 bankruptcy in the U.S. no later than May 1, 2019. The LD
designation will likely remain appended until the bankruptcy
filing.
RATINGS RATIONALE
The ratings reflect Sungard AS' announced plans to file for
bankruptcy and Moody's expectation that negative bookings trends
will lead to a significant decline in profitability in 2019. The
erosion of Sungard AS' core recovery business has driven total
company revenue and profit declines over the past decade. While
Sungard AS has reduced the capital intensity of the business and
engaged in various restructuring initiatives to lower costs, the
company has yet to show the ability to generate meaningful FCF
(e.g., negative annual free cash flow of more than $25 million in
both 2018 and 2017, respectively).
The negative outlook reflects a high probability of a bankruptcy
filing in the near term. It also incorporates the risk that Sungard
AS may not be able to slow or stabilize unfavorable operating
trends, including declining revenue and profitability and sustained
negative free cash flow.
Sungard AS' probability of default rating will be revised to a D if
the company files for bankruptcy proceedings. The ratings are
unlikely to be upgraded in the near term given the company's
announced plan to file for voluntary Chapter 11 bankruptcy.
Rating Action:
Issuer: Sungard Availability Services Capital Inc.
Probability of Default Rating, Affirmed Ca-PD /LD (/LD appended)
Corporate Family Rating, Affirmed Ca
Gtd Senior Secured Term Loan B, Affirmed Caa3 (LGD3)
Gtd Senior Secured Term Loan B, Affirmed Caa3 (LGD3)
Gtd Senior Secured Revolving Credit Facility, Affirmed Caa3
(LGD3)
Gtd Senior Unsecured Global Notes, Affirmed C (LGD5)
Outlook Actions:
Issuer: Sungard Availability Services Capital Inc.
Outlook, Remains Negative
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Sungard Availability Services Capital Inc. is a provider of
disaster recovery services and managed IT services and is owned by
a consortium of private equity investors (including Bain Capital
Partners, The Blackstone Group, Kohlberg Kravis Roberts & Co.,
Silver Lake, TPG, and Providence Equity Partners).
TIARA PARKDALE: Unsecureds to Recoup 90% Under Chapter 11 Plan
--------------------------------------------------------------
Tiara Parkdale, L.P., proposed a Plan of Reorganization and
accompanying disclosure statement.
Class 5 Claimants (Holders of Smaller Unsecured Claims) are
impaired and consists of Allowed Unsecured Claims against the
Debtor that are less than $2,000. The Debtor shall pay to Class 5
Claimants a total of 90% of their Allowed Class 5 Claim on or
before thirty (30) days after the later of the Effective Date or
the date the Class 5 Claim is allowed. Payment of Allowed Class 5
Claims shall be in full and final satisfaction of all claims held
by holders of Class 5 Claims. The Debtor estimates that the
creditors qualifying or electing to be treated as Class 5 Claimants
will aggregate an approximate amount of $1,500 and the Debtor
estimates that the payments to Class 5 Claimants will be $1,350.00.
The Class 5 Claimants are impaired under the Plan.
Class 6 Claimants (Holders of Non-Insider Unsecured Claims) are
impaired and consists of Allowed Unsecured Class 6 Claims against
the Debtor, including the portions of creditors' claims in excess
of the value of the collateral securing such claims or paid as a
secured claim under the Plan. The Debtor shall pay to Class 6
Claimants, in full and final satisfaction of the Class 6 Claims, a
total of 90% of Allowed Unsecured Class 6 Claims, in monthly
installments of $2,000 each, to be shared pro rata among allowed
Class 6 Claims, until paid. The monthly payments to Class 6
Claimants shall begin thirty (30) days following the later of the
Effective Date or the date of the entry of a Final Order allowing
the Class 6 Claim. The Debtor estimates that the creditors
qualifying or electing to be treated as Class 6 Claimants will
aggregate an approximate amount of $50,000, in which case the Class
6 Claimants shall be paid in 25 monthly installments. The Class 6
Claimants are impaired under the Plan.
Class 3 Claimant (Allowed Secured Claim of LegacyTexas Bank) is
impaired and shall be satisfied as follows: The Secured Claim of
the Class 3 Claimant arises from that certain Promissory Note
(Commercial -- Single Advance -- Fixed Rate), executed on or about
May 30, 2014 by University Mall Realty, Ltd., as maker, in the
original principal amount of $3,250,000, which note is secured by a
deed of trust lien in the real property generally described as
University Mall shopping center in Nacogdoches, Texas. The Class 3
Claimant shall retain its liens in the Property, which liens shall
secure the Class 3 Claim. The Class 3 Claim shall be allowed in the
amount of $ 2,507,000 The Class 3 Claim shall accrue interest at
the rate of 6.0% per annum, and be paid in equal monthly
installments amortizing the Class 3 Claim over (20) years,
beginning thirty (30) days following the Effective Date, for thirty
(36) months, with a balloon payment of the accrued interest and
outstanding principal balance to be paid on or before thirty (30)
days from the 36th payment hereunder. The Class 3 Claimant will
retain its liens.
Class 4 Claimant (Allowed Secured Claim of University Mall Realty,
Ltd) is impaired and shall be satisfied as follows: The Secured
Claim of the Class 4 Claimant arises from those certain Commercial
Contract for Deed, dated effective October 15, 2015, pursuant to
which the Debtor purchased its interest in the Property. The Class
4 Claim is secured by a second lien interest in the Property,
junior to the lien of the Class 3 Claimant. The Class 4 Claim shall
be allowed in the amount of $ 2,800,000, plus interest accrued and
reasonable attorneys' fees incurred through the Confirmation Date,
and subject to final reconciliation and less payments made
post-petition, if any. The Class 4 Claim shall accrue interest at
the rate of 7.0% per annum, and be paid in equal monthly
installments amortizing the Class 4 Claim over twenty (20) years,
beginning thirty (30) days following the Effective Date, for thirty
(36) months, with a balloon payment of the accrued interest and
outstanding principal balance to be paid on or before thirty (30)
days from the 36th payment hereunder. The Class 4 Claimant will
retain its liens, to the extent enforceable under state law, to
secure the Debtor’s payments of the allowed Class 4 Claim. The
Debtor estimates that the monthly payment on the Class 4 Claim will
be $21,708.37.
The Debtor anticipates that its monthly revenue will support the
necessary and ordinary operating expenses of the Property and debt
repayment obligations under the Plan.
A full-text copy of the Disclosure Statement dated April 1, 2019,
is available at http://tinyurl.com/y27snf33from PacerMonitor.com
at no charge.
Counsel for Debtor is Susan B. Hersh, Esq., in Dallas, Texas.
About Tiara Parkdale
Tiara Parkdale, L.P. is a Single Asset Real Estate Debtor (as
defined in 11 U.S.C. Section 101(51B)).
Tiara Parkdale, L.P. filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 19-40253) on Jan. 31, 2019. The petition was signed by
Mark Kaufman, managing member of MAK Properties Texas, LLC, general
partner. The Hon. Brenda T. Rhoades is assigned to the case. The
Debtor is represented by Susan B. Hersh, Esq. at the Susan B.
Hersh, P.C. At the time of filing, the Debtor estimated $1 million
to $10 million in assets and $1 million to $10 million in
liabilities.
TONY3CARS INC: Amends Plan to Add Valuation of Property
-------------------------------------------------------
Tony3cars, Inc., filed an amended Chapter 11 Plan and disclosure
statement to provide additional information relating to its
postpetition operations, future income and expenses, and analysis
and valuation of its property.
Postpetition Operations
Since the filing of the case, the Debtor has determined the best
course of action is to sell the real property at 608 Madison,
Dallas, Texas, and to lease the parking lot and property at 606
Madison to Davis Street. The Debtor has negotiated a lease which
will provide the Debtor with payment of $25,000 per month and the
tenant will be responsible for paying the insurance and taxes
associated with the property. Additionally, the Debtor also
entered into a contract to sell the 608 Madison, Dallas, Texas,
which will provide the Debtor with additional funds for the Plan.
The Debtor and a company known as DAK Development, LLC, have been
in a dispute for a number of years. DAK has filed a Lis Pendens,
which covers the 608 Madison property. The Debtor has disputed the
validity of the DAK claims. DAK and the Debtor have reached an
agreement, which allows for the sale of the 608 Madison property.
The first lienholder will be paid from the sale proceeds and the
balance of the proceeds, which the Debtor anticipates to be
approximately $110,000 will be held until a determination of the
validity and amount of the DAK claim. If the DAK Claim is allowed,
the proceeds from the sale of the 608 Madison property will be used
by the Debtor for allowed payments under the Plan. The Debtor has
had no operations during the course of the case other than the
contract to sell 608 Madison and the negotiating of the lease for
606 Madison and 247 Davis.
Future Income and Expenses Under the Plan
The Debtor will rent the parking lot and 608 Madison, Dallas,
Texas, location to provide income of $25,000 per month to fund the
Plan. Under the lease agreement, the tenant would be responsible
for paying taxes on the property and maintaining insurance on the
collateral.
Analysis and Valuation of Property
The Debtor owns real property at 606 Madison and 247 Davis along
with restaurant equipment which will be part of the lease agreement
with Davis Street. The Debtor believes if the assets were
liquidated they would not cover the secured creditor. The Debtor
believes there is very little likehood of any dividend to the
unsecured creditors in the event of a liquidation of the assets of
the Debtor. The value of the 608 Madison property is $389,000,
which is the amount of the approved sale price for that property.
The value of the 606 Madison Property and the 247 Davis property if
operated as a restaurant as contemplated under the Debtor, the
Debtor believes is $3,500,000. This amount includes the equipment
at the 247 Davis Street location. The equipment was listed at a
value of $42,402 in Debtor's tax return. The Debtor believes this
amount would be high if the equipment were liquidated. If the land
is sold without the operating restaurant, the Debtor believes the
value of the land and building would be approximately $2,500,000.
Class 8 Claimant (General Unsecured Creditors) are impaired and
shall be satisfied as follows: All General Unsecured Creditors
with Allowed Claims, shall be in full in 60 equal monthly payments
commencing on the Effective Date.
Class 2 Claimants (Allowed Ad Valorem Tax Claims) are impaired and
shall be satisfied as follows: Dallas County has filed a Proof of
Claim in the amount of $36,193.41; Part of the Dallas County claim
is related to the 608 Madison property. The remaining Dallas
County taxes shall be treated as secured claims. The Debtors will
pay the remaining property taxes in sixty (60) equal monthly
payments commencing on the Effective Date with interest at the
rate of 12% per annum. The monthly payment for these taxes will be
approximately $626.
Class 3 Claimants (Allowed Secured Claims of the Internal Revenue
Service) are impaired and shall be satisfied as follows: The
Internal Revenue Service has filed a Priority Proof of Claim
against Debtor in the amount of $8,669.21 for income taxes. The
Debtor would show that these taxes will not be owed once the
returns have been filed. To the extent any priority taxes are owed
to the IRS they shall be paid in 36 equal monthly installments
commencing on the Effective Date with interest at the rate of 5%
per annum. In the event the IRS Secured Claim is allowed as filed,
the monthly payment on the IRS Secured Claim shall be approximately
$260.
Class 4 Claimant (Allowed Secured Claim of Reader Real Estate) is
impaired and shall be satisfied as follows: On or about May 3,
2017, the Debtor executed that certain Promissory Note with Reader
Real Estate ("Reader") in the original amount of $252,000
("Note"). The Note was secured by certain Deed of Trust of even
date on that certain real property located at 608 N Madison,
Dallas, Texas ("Reader Collateral") more fully described in the
Deed of Trust. The Debtor has filed a Motion to Sell the Reader
Collateral. Upon the sale of the Reader Collateral Reader shall be
paid in full at closing. According to the Proof of Claim filed by
Reeder the amount of this claim is $274, 150.13.
Class 5 Claimant (Allowed Secured Claim of CRF Small Business Loan
Company, LLC) is impaired and shall be satisfied as follows: April
8, 2016, Celia Lopez Holdings, LLC, Tony3cars, LLC, AntFC1201, LLC
Celiant1901, LLC and Fabiant, LLC, executed that certain U.S. Small
Business Note in favor of CRF Small Business Loan Company, LLC
("CRF") in the original principal amount of ("Note"). As of the
Petition Date the Debtor believes amount due CFR is $3,459,383.03.
CFR has filed a Proof of Claim in the amount of The Debtor disputes
this amount, however, for the purposes on this Disclosure
Statement, the Debtor will use the CFR Proof of Claim number. The
Debtor does not believe the value of the CFR Collateral exceeds
this amount. The Allowed CFR Secured Claim will be payable as
follows: The Debtor shall amortize the CFR debt over 300 months
with interest at the Wall Street Prime Rate but shall pay the CRF
claim in 59 equal monthly payments commencing on the Effective
Date, and one payment of all outstanding principle and accrued
interest on the 60th month from the Effective Date. The monthly
payment shall be $22,594.
Class 6 Claimant (Allowed Secured Claim of GS Tax Loan Fund I, LLC)
is impaired and shall be satisfied as follows: On or about April
23, 2018 Debtor executed that certain Promissory Note ("Note") in
favor of Sombero Fund 2, LPI ("GS") in the original principal
amount of $19,515.08 for the payment of ad valorem taxes on the
real property located at 606 Madison Street and 247 Davis Street,
Dallas, Texas. GS shall have an Allowed Class 6 Secured Claim in
the amount of $19,157.07. The Debtor shall pay the Allowed Class 6
Secured Claim in 120 equal monthly installments with interest at
the rate of 11% per annum, beginning on the Effective Date.
Class 7 Claimant (Allowed Claim of DAK Developments, LLC) is
impaired and shall be satisfied as follows: On or about April 2,
2014 DAK Developments, LLC ("DAK") filed an Affidavit for
Mechanic's and Materialman's Lien on the property located at 247
Davis Street, Dallas, Texas ("Property") asserting a claim in the
amount of $105,547 ("DAK Claim"). On or about April 11, 2017 DAK
filed a lawsuit against the Debtor, seeking among other things, to
foreclosure its purported lien on the Property. On September 19,
2018 and again on November 1, 2018 DAK filed a Notice of Lis
Pendens asserting a claim against the Property. In the event, DAK
is determined to have an Allow Claim secured by the 606 Madison and
247 Davis properties, DAK's Allowed secured claim shall be paid
over 60 months commencing thirty days after a determination of
DAK's Allowed Secured Claim.
The Debtor believes that the projections are accurate based upon
current lease payments. The Borrowers on the CFR Loan shall
guaranty all payments owed by the Debtor under this Plan. Based
upon the projections, the Debtor believes the Plan to be feasible.
A full-text copy of the Amended Disclosure Statement dated April 1,
2019, is available at http://tinyurl.com/y58nbywyfrom
PacerMonitor.com at no charge.
Counsel for Tony3Cars is Eric A. Liepins, Esq., in Dallas, Texas.
About Tony3cars LLC
Tony3cars, LLC is a privately-held company in Dallas, Texas in the
real estate agents and managers business.
Tony3cars sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Texas Case No. 18-33663) on Nov. 5, 2018. In the
petition signed by Celia Lopez, sole member, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.
The Debtor tapped Eric A. Liepins, P.C., as its legal counsel.
TONY3CARS LLC: CRF Objects to Disclosure Statement
--------------------------------------------------
CRF Small Business Loan Company, LLC, a Delaware limited liability
company, filed an objection to the adequacy of the disclosure
statement explaining the Chapter 11 plan filed by Tony3cars, LLC.
CRF complains, in spite of the prepetition secured interest in all
of the Debtor's assets identified in this UCC-1 Financing Statement
the Debtor failed to disclose NS Leasing, LLC, as either a lessor
of equipment on Schedule G, or a secured creditor on Schedule D, or
otherwise address this creditor in the Disclosure Statement.
CRF asserts that in spite of the prepetition security interest in
all of the Debtor's assets still appearing of record with the Texas
Secretary of State, the Debtor failed to disclose CSC as a secured
creditor either on Schedule D, or otherwise make any reference to
this claim in the Disclosure Statement, including a possible
request that a UCC termination statement be filed with the Texas
Secretary of State.
CRF points out that based on a recent title report obtained by CRF
relative to "247 W. Davis/606 N. Madison, American Can!" still
appears as a mortgagee on these two parcels of property. CRF
further points out this mortgage has not been identified at all by
the Debtor in its schedules, statement of financial affairs, or
Disclosure Statement including a possible request that a release or
satisfaction of mortgage be filed with the Texas Secretary of
State.
Attorneys for CRF are Allison L. Grossman, Esq., at Anderson
Grossman, PLLC, in Dallas, Texas, and T. Chris Stewart, Esq., at
Anastasi Jellum, P.A., in Stillwater, Minnessota.
About Tony3cars LLC
Tony3cars, LLC is a privately-held company in Dallas, Texas in the
real estate agents and managers business.
Tony3cars sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Texas Case No. 18-33663) on Nov. 5, 2018. In the
petition signed by Celia Lopez, sole member, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.
The Debtor tapped Eric A. Liepins, P.C., as its legal counsel.
TTM TECHNOLOGIES: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings of
TTM Technologies, Inc. and TTM Technologies Enterprises (HK)
Limited at 'BB' with a Stable Outlook. Fitch has also affirmed the
senior secured debt rating of 'BBB-'/'RR1' for the ABL facilities,
the senior secured debt rating of 'BB+'/'RR1' for the term loans,
the senior unsecured debt rating of 'BB'/'RR4' and the senior
subordinated debt rating of 'B+'/'RR6'. Fitch's actions affect
approximately $1.8 billion of committed and outstanding debt.
KEY RATING DRIVERS
Increased Diversification: TTM has reduced exposure to cyclical
consumer electronic device markets such as cellular handsets,
tablets, PC and laptops through growth in new end-markets such as
Automotive, Medical & Industrial Instrumentation and Aerospace &
Defense. In 2018, Fitch estimates the company derived 18% of
revenue from consumer device-related end-markets, down from 27% in
2014. TTM's 2015 acquisition of Viasystems materially increased
exposure to Automotive end-markets from 2% of revenue to 20% and
the 2018 acquisition of Anaren Inc. (Anaren) increased exposure to
Aerospace & Defense (A&D) markets from 16% to 20% on a pro forma
basis. A&D and Automotive markets are characterized by longer
product cycles and lower threat of competitive displacement,
contributing to decreased revenue volatility. While TTM remains
dependent on its largest handset OEM customer representing 15% of
revenue, Fitch believes the increased end-market diversity
contributes to lower revenue volatility through economic and
product cycles and introduces new sources of growth as handsets
reach saturation.
Commitment to Leverage Target: TTM management has expressly
committed to a long-term net leverage target of 2.0x EBITDA as
compared to Fitch's estimate of year-end 2018 gross and net
leverage of 3.5x and 2.9x, respectively, pro forma for a full-year
contribution from Anaren. The company has demonstrated willingness
to exceed the target for M&A opportunities, but historically
management has prioritized debt repayment in order to return to the
long-term target in a two to three year timeframe following an
acquisition. The 2015 Viasystems inc. (Viasystems) acquisition took
pro forma net leverage (excluding synergies) to 4.1x and was
followed by $220 million in voluntary debt prepayment, reducing net
leverage to 2.1x by year-end 2016. The 2018 Anaren acquisition has
similarly been followed by $144 million in voluntary term loan
prepayments. While Fitch expects leverage to decline below our
positive sensitivity over the intermediate term, a challenging
demand environment and low visibility limit current ratings upside.
Product Necessity: TTM produces Printed Circuit Boards (PCBs),
which are used to connect the underlying circuitry in nearly all
electronic and computing products. Given the product's necessity,
long-term demand for PCBs is secure, despite short-term economic
cyclicality. Fitch believes the ubiquitous nature of and
sustainable demand for PCBs is supportive of the company's credit
profile.
Improving FCF Potential: TTM has generated FCF margins averaging
6.5% over the most recent four-year period with Fitch forecasting
margin expansion to high-single-digits due to the acquisition of
the higher margin Anaren, increased sales of advanced technologies,
opportunities to engage clients in complex design and engineering
work, and accelerated demand growth in key end-markets such as A&D
and Automotive. Succesful execution on the margin expansion
strategy will bring FCF margins more closely in line with the 9%
median for 'BB' rated Technology issuers under Fitch's coverage.
High Customer Concentration: TTM's OEM clients operate in
concentrated markets such as cellular handsets, wireless
infrastructure and autos, resulting in a high customer
concentration for TTM. During 2016 - 2018, the company's top five
clients represented 32% - 37% of sales, while its largest handset
OEM customer represented 15% - 20% of sales. These concentrations
are down from 44% and 21% in 2014, respectively. Fitch does not
expect the Anaren acquisition to improve customer diversification
in the near term given high levels of customer concentration in the
company's end-markets as well. Fitch believes that the high
customer concentration contributes to ongoing revenue volatility
and represents material risk for TTM in the event of a large client
loss.
Fragmented Industry: The PCB industry contains nearly 2600
manufacturers with the top five, including TTM, accounting for 4%
to 5% market shares each. Fitch believes the high level of
fragmentation results in ongoing pricing pressure, low margins and
revenue volatility. TTM has improved its competitive positioning
through development of advanced technologies and with the
acquisition of Anaren that provides competitive advantages in A&D
markets, as well as with its large-scale, global manufacturing
footprint capable of fulfilling the high-volume needs of large
OEMs.
Weak Position in Value Chain: TTM experiences low revenue
visibility given a limited backlog of approximately 90 days, lack
of volume commitments in contracts and short lead times for
purchase orders that are typically subject to cancellation without
penalty. Fitch believes the company's position reduces forecasting
ability and contributes to revenue and FCF volatility.
DERIVATION SUMMARY
Fitch's ratings for TTM Technologies stem from the view that the
company's global production capability, increased diversification,
improved revenue growth and margin expansion opportunities, product
necessity, and commitment to a leverage target support a credit
profile appropriate for the ratings category while concerns
including, M&A driven elevated leverage, low margins, ongoing
revenue volatility, high customer concentration, a fragmented
industry and a weak position in the value chain limit further
ratings upside. TTM is poised to benefit from positive trends
within target end-markets including rising electronic content in
autos, increased defense spending with a focus on radar and other
advanced technology, 5G wireless infrastructure buildout and
opportunities for higher margin revenues through design engagement
with customers. In addition, the acquisitions of Anaren and
Viasystems have increased diversification leading to reduced
seasonality and sensitivity to volatile end-markets, resulting in a
strengthened credit profile.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Revenue: growth CAGR of 6% per annum due to increasing defense
spending, 5G buildout and increasing automotive electronic
content, partially offset by cellular handset saturation;
- Margins: EBITDA margin gradually increasing to 17% due to
advanced technology sales, increased mix from higher-margin
Anaren revenues and operating leverage with elevated growth
in key markets;
- CapEx: capital intensity of 5%, consistent with history and
at the high end of management's 4% - 5% target range;
- Debt: repayment of senior unsecured convertible notes in
cash up maturity in 2020.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Expectation for Total Debt with Equity Credit/Operating
EBITDA to be sustained below 3.0x;
- Expectation for Gross Debt/FCF to be sustained below 6.0x;
- Improved diversification and increased exposure to more
stable end-markets results in reduced cyclicality and
improved visibility.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Expectation for Total Debt with Equity Credit/Operating
EBITDA to be sustained above 3.5x due to a change in
financial policies and/or deterioration of growth and margin
expansion opportunities;
- Expectation for Gross Debt/FCF to be sustained above 7.0x.
LIQUIDITY
Comfortable Liquidity: The company's liquidity is in line with the
rating and is supported by $256 million of readily available and
$280 million of availability under the company's U.S. and Asia ABL
facilities. Liquidity is also supported by Fitch's forecast of
approximately $450 million in aggregate FCF before the 2020
maturity of the convertible notes, which will be more than
sufficient to fund the maturity. Due to strong FCF, Fitch forecasts
a further increase in liquidity of nearly $200 million over the
ratings horizon.
Total committed and outstanding debt pro forma for the term loan
prepayment during first quarter 2019 consists of:
-- $40 million outstanding on the $200 million U.S. ABL facility
due 2020;
-- $30 million outstanding on the $150 million Asian ABL facility
due 2020;
-- $806 million outstanding principal on the senior secured term
loan due 2024;
-- $375 million outstanding principal on the senior unsecured
notes
due 2025;
-- $250 million outstanding principal on the senior unsecured
non-guaranteed convertible notes due 2020.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
TTM Technologies, Inc.
-- Long-Term IDR at 'BB';
-- Senior secured ABL issue rating at 'BBB-'/'RR1';
-- Senior secured term loan issue rating at 'BB+'/'RR1';
-- Senior unsecured notes issue rating at 'BB'/'RR4';
-- Senior unsecured convertible notes subordinated issue
rating at 'B+'/'RR6';
TTM Technologies Enterprises (HK) Limited
-- Long-Term IDR at 'BB';
-- Senior secured ABL issue rating at 'BBB-'/'RR1';
UPSTATE PHYSICIAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Upstate Physician Services, PC
72 Berry Avenue
Staten Island, NY 10312
Business Description: Upstate Physician Services, PC --
https://www.upstatephysicians.com --
is a healthcare services provider in
Troy, New York offering acute, chronic or
preventative care. Upstate Physician
also specializes in child and adolescent
psychiatry, general psychiatry, and
psychotherapy. The Company was formed in
2014.
Chapter 11 Petition Date: April 10, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 19-42125
Judge: Hon. Carla E. Craig
Debtor's Counsel: Charles Higgs, Esq.
LAW OFFICE OF CHARLES A. HIGGS
115 E. 23rd Street, 3rd FL
New York, NY 10010
Tel: (917) 673-3768
E-mail: Charles@FreshStartEsq.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mustafain Meghani, M.D., president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nyeb19-42125_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb19-42125.pdf
VITO FASCIGLIONE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Vito Fasciglione Holdings 24, Inc.
Joy Dacosta Fasciglione
4500 Broadway Front 1
New York, NY 10040
Business Description: Headquartered in New York, Vito Fasciglione
Holdings 24, Inc. is a privately held company
engaged in the business of renting and
leasing real estate properties.
Chapter 11 Petition Date: April 9, 2019
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Case No.: 19-22768
Judge: Hon. Robert D. Drain
Debtor's Counsel: Jerold Rotbard, Esq.
HAROLD, SALANT, STRASSFIELD & SPIELBERG
81 Main Street, Suite 205
White Plains, NY 10601
Tel: (914) 683-2500
Fax: (914) 683-1279
E-mail: jrotbard@hsss.org
jrotbard@haroldsalant.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Kimberly Fasciglione, president.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb19-22768.pdf
WAGGONER CATTLE: Lone Star Objects to Disclosure Statement
----------------------------------------------------------
Lone Star State Bank of West Texas, a secured creditor objects to
the Amended Disclosure Statement explaining the Chapter 11 Plan
jointly filed by Waggoner Cattle, LLC, Circle W of Dimmitt, Inc.,
Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC.
Lone Star asserts that the Debtors attempt through their projected
cash flows to paint a rosy picture of the Debtors operations upon
confirmation of the Debtors' plan; however, the Amended Disclosure
Statement does not provide any, much less sufficient, information
as to the Debtors' present condition while in these cases.
Lone Star complains that the Debtors likewise fail to disclose the
fact that in addition to drawing the full amount available on the
debtor-in-possession line of credit, Waggoner Cattle has incurred
more than $700,000 in post-petition payables as of February 28,
2019, and Circle W has incurred more than $340,000 in post-petition
payables as of February 28, 2019.
According to Lone Star, the Amended Disclosure Statement does not
provide information regarding the Debtors' postpetition financing,
its ability to pay off the post-petition financing upon
confirmation of the plan, and any exit financing the Debtors will
acquire to continue business operations.
Lone Star points out that the Debtors fail to discuss whether they
have acquired exit financing to sustain the Debtors operations, the
Debtors' only disclosure is that Laurens Schilderink testified in
the hearing on Lone Star's motion for relief from stay that S&R
Cattle, LLC was prepared to financially contribute to the Business
Entities.
Lone Star further points out that the Debtors fail to disclose the
relationships between the various Business Debtors and how that
relationship will continue under the plan.
The Amended Disclosure Statement also fails to disclose the
intercompany debts between the various Business Debtors and Q.
Waggoner.
Lone Star complains that the Amended Disclosure Statement also
lacks "adequate information" regarding pending and future
litigation, including the alleged creation of a liquidating trust.
According to Lone Star, the Debtors' Amended Disclosure Statement
still does not provide "adequate information" as to the potential
return on unsecured creditors' claims in a chapter 7 liquidation
because of the inconsistencies that exist and the unreliability of
the information presented.
Lone Star asserts that the Debtors do not discuss any of the
inherent risks associated with the cattle industry in which the
Debtors operate that the Debtors do not provide any information
regarding current or future prices on cattle, feed, and other
aspects of the Debtors' business operations.
Attorneys for Lone Star State Bank of West Texas:
Steve L. Hoard, Esq.
Don D. Sunderland, Esq.
Mullin Hoard & Brown, LLP
500 South Taylor, Suite 800
P.O. Box 31656
Amarillo, TX 79120-1656
Tel: 806-337-1117
Fax: 806-372-5086
Email: shoard@mhba.com
dsunderl@mhba.com
-- and --
Brad W. Odell, Esq.
Mullin Hoard & Brown, LLP
P.O. Box 2585
Lubbock, TX 79408
Tel: 806-765-7491
Fax: 806-765-0553
Email: bodell@mhba.com
About Waggoner Cattle
Waggoner Cattle, et al., are privately-held companies in Dimmitt,
Texas, engaged in cattle ranching and farming. Circle W of
Dimmitt, Inc. ("Circle W"), is the operating arm for Waggoner
Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC,
and it is managing the financial affairs of those companies.
Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC,
and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to
18-20129) simultaneously filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code on April 9, 2018. In the
petitions signed by Michael Quint Waggoner, managing member the
Debtors estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
WARRIACH INC: Plan Confirmation Hearing Set for May 10
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas issued
an order conditionally approving Warriach Inc.'s amended disclosure
statement.
May 6, 2019 is fixed as the last day for filing and serving written
acceptances or rejections of the Plan, and the last day for filing
and serving written objections to confirmation of the Plan.
May 10, 2019 at 10:00 a.m. is fixed for the hearing on Confirmation
of the Plan. The hearing will be held at 1100 Commerce Street, 14
Floor, Courtroom 3, Dallas, Texas.
About Warriach Inc.
Warriach, Inc., which conducts business under the name USA Auto
Sales, Paint and Body, is a privately-held company in the
automobile sales and servicing business based in Dallas, Texas.
Warriach filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
18-33188), on September 30, 2018. The petition was signed by Ghulam
Warriach, president. At the time of filing, the Debtor estimated
assets and liabilities at $1 million to $10 million. The Debtor
tapped Eric A. Liepins, Esq., of Eric A. Liepins, P.C., as its
legal counsel.
WEATHERLY OIL: Seeks to Hire Ankura as Restructuring Advisor
------------------------------------------------------------
Weatherly Oil & Gas, LLC has filed an application with the U.S.
Bankruptcy Court for the Southern District of Texas to hire
restructuring advisors in connection with its Chapter 11 case.
In the court filing, the Debtor seeks court approval to employ
Ankura Consulting Group, LLC, and designate Scott Pinsonnault and
Dan Johnson as chief restructuring officer and chief executive
officer, respectively.
Mr. Pinsonnault is a senior managing director at Ankura while Mr.
Johnson is a managing director at the firm. They will oversee the
Debtor's overall restructuring and will assist in negotiations with
respect to an overall exit strategy for its bankruptcy case.
Ankura will be paid at these hourly rates:
Senior Managing Directors $965 – $1,045
Other Professionals $390 – $940
Paraprofessional $150 – $250
The firm received $67,500 as an initial retainer in connection with
the preparation and filing of the Debtor's case.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
Ankura can be reached through:
Scott Pinsonnault
Ankura Consulting Group, LLC
1775 Sherman Street, Suite 2775
Denver, CO 80203
Main: +1.720.543.9330
Direct: +1.720.543.9301 / +1.720.543.9303
Mobile: +1.214.771.6133
Email: scott.pinsonnault@ankura.com
Email: dan.johnson@ankura.com
About Weatherly Oil & Gas
Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com -- is a
Fort Worth-based oil and natural gas company primarily focused on
exploiting natural resources in the Ark-La-Tex region. Weatherly is
operated by an affiliate Weatherly Operating, LLC.
Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of
the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb.
28, 2019. In the petition signed by Scott Pinsonnault, chief
restructuring officer, the Debtor estimated $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as
counsel to the Debtor.
WEATHERLY OIL: Seeks to Hire Jackson Walker as Legal Counsel
------------------------------------------------------------
Weatherly Oil & Gas, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Jackson Walker LLP
as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code; represent the Debtor in negotiation with its
creditors; assist in any potential sale of its assets; prepare a
bankruptcy plan; and provide other legal services in connection
with its Chapter 11 case.
The firm will be paid at these hourly rates:
Matthew Cavenaugh $675
Elizabeth Freeman $715
Kristhy Peguero $485
Vienna Anaya $420
The hourly rates for other restructuring attorneys range from $420
to $875. Legal assistant charge $185 per hour.
Jackson Walker received retainer fees totaling $650,000.
Jackson Walker is "disinterested" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
Kristhy M. Peguero, Esq.
Vienna F. Anaya, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: 713-752-4200
Email: mcavenaugh@jw.com
About Weatherly Oil & Gas
Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com -- is a
Fort Worth-based oil and natural gas company primarily focused on
exploiting natural resources in the Ark-La-Tex region. Weatherly is
operated by an affiliate Weatherly Operating, LLC.
Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of
the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb.
28, 2019. In the petition signed by Scott Pinsonnault, chief
restructuring officer, the Debtor estimated $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as
counsel to the Debtor.
WIT'S END RANCH: May 21 Hearing on Disclosure Statement
-------------------------------------------------------
The Hearing to consider the adequacy of and to approve the
Disclosure Statement explaining the amended Chapter 11 plan of
liquidation filed by Wit's End Ranch Retreat, LLC, will be held on
Tuesday, May 21, 2019 at 2:00 p.m., in Courtroom B, United States
Bankruptcy Court for the District of Colorado, United States Custom
House, 721 19th Street, Denver, Colorado.
Objections to the Disclosure Statement shall be filed and served in
the manner specified in Fed. R. Bankr. P. 3017(a) on or before May
7, 2019.
About Wit's End Ranch Retreat
Glenn, Colorado-based Wit's End Ranch Retreat, LLC, sought Chapter
11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25,
2017, estimating under $1 million in both assets and liabilities.
Judge Joseph G. Rosania Jr. presides over the case. The Debtor
hired Buechler & Garber, LLC, as bankruptcy counsel, and Carolin
Topelson Law, LLC, as special counsel. Pinnacle Real Estate
Advisors is serving as real estate broker.
YSK CONSTRUCTION: Court Approves Disclosures, Confirms Plan
-----------------------------------------------------------
The Bankruptcy Court has approved the disclosure statement filed by
Y.S.K. Construction Corporation and confirmed the Chapter 11 Plan.
The funds necessary to implement the Plan will be generated from
the sale of the real property located at 8422 Ballew Avenue, Berwyn
Heights, MD 20740. At the closing of the sale, the Debtor will pay
in full the lien claims of Apex and Prince George's County,
Maryland. After making these payments, the Debtor estimates that
net proceeds of approximately $280,000 will remain for distribution
to the bankruptcy estate. At the closing, $85,000 will be paid
into escrow with Debtor's counsel for payment of the remaining
claims of all classes of creditors under the Plan, as well as
administrative expenses. The Debtor will pay the Allowed Amount of
all remaining claims in full, including any accrued interest
thereon, within ten (10) days after such claims become Allowed
Claims.
Class 5: Allowed Unsecured Claims. The Debtor anticipates the
total of its Allowed Unsecured Claims will be no greater than
$10,000. Holders of Class 5 claims will receive payment in full of
their claims, with interest. Class 5 claims are not impaired under
the Plan.
A full-text copy of the Amended Disclosure Statement dated January
3, 2019, is available at https://tinyurl.com/y8jule5x from
PacerMonitor.com at no charge.
About Y.S.K. Construction Corp
Y.S.K. Construction Corporation sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Md. Case No. 18-15018) on April
16, 2018. At the time of the filing, the Debtor estimated assets
of less than $1 million and liabilities of less than $500,000.
Judge Wendelin I. Lipp oversees the case. Augustus T. Curtis,
Esq., at Cohen Baldinger & Greenfeld, LLC, is the Debtor's legal
counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Ya-Chuan Victor Lee
Bankr. C.D. Calif. Case No. 19-13763
Chapter 11 Petition filed April 3, 2019
represented by: Marcus G. Tiggs, Esq.
BAYER WISHMAN & LEOTTA
E-mail: mtiggs@lawbwl.com
In re Scion Assets, LLC
Bankr. C.D. Calif. Case No. 19-13778
Chapter 11 Petition filed April 3, 2019
See http://bankrupt.com/misc/cacb19-13778.pdf
represented by: Laleh Ensafi, Esq.
ENSAFI LAW, PC
E-mail: lensafi@yahoo.com
ensafilaw@gmail.com
In re Liboria Zavalza
Bankr. C.D. Calif. Case No. 19-13797
Chapter 11 Petition filed April 3, 2019
represented by: Lionel E. Giron, Esq.
LAW OFFICES OF LIONEL E GIRON
E-mail: ecf@lglawoffices.com
In re The Victoria Company of America
Bankr. M.D. Fla. Case No. 19-01238
Chapter 11 Petition filed April 3, 2019
See http://bankrupt.com/misc/flmb19-01238.pdf
represented by: Scott W. Spradley, Esq.
LAW OFFICES OF SCOTT W SPRADLEY PA
E-mail: scott@flaglerbeachlaw.com
scott.spradley@flaglerbeachlaw.com
In re Isaac Gibson
Bankr. D. Md. Case No. 19-14434
Chapter 11 Petition filed April 2, 2019
Filed Pro Se
In re M & G Services, Inc.
Bankr. D. Minn. Case No. 19-30993
Chapter 11 Petition filed April 3, 2019
See http://bankrupt.com/misc/mnb19-30993.pdf
represented by: Sam Calvert, Esq.
SAM V. CALVERT PA
E-mail: calcloud@gmail.com
In re Uma B. Patel
Bankr. D. N.J. Case No. 19-16754
Chapter 11 Petition filed April 3, 2019
represented by: Howard R. Rabin, Esq.
HOWARD R. RABIN
E-mail: howardrabin.esq@gmail.com
In re CorFish Creative, LLC
Bankr. D. N.J. Case No. 19-16756
Chapter 11 Petition filed April 3, 2019
See http://bankrupt.com/misc/njb19-16756.pdf
represented by: Ira Deiches, Esq.
DEICHES & FERSCHMANN
E-mail: ideiches@deicheslaw.com
In re Walter Pliszak
Bankr. D. N.J. Case No. 19-16790
Chapter 11 Petition filed April 3, 2019
represented by: Douglas T. Tabachnik, Esq.
LAW OFFICES OF DOUGLAS T TABACHNIK, PC
E-mail: dtabachnik@dttlaw.com
In re Yunus Khyvat
Bankr. E.D.N.Y. Case No. 19-42009
Chapter 11 Petition filed April 3, 2019
represented by: Steven Amshen, Esq.
PETROFF AMSHEN, LLP
E-mail: bankruptcy@lawpetroff.com
In re Adam Mark Alterman
Bankr. N.D. Ala. Case No. 19-40556
Chapter 11 Petition filed April 4, 2019
represented by: Harry P. Long, Esq.
THE LAW OFFICES OF HARRY P. LONG, LLC
E-mail: hlonglegal8@gmail.com
In re Ribo Research Holdings, LLC
Bankr. M.D. Fla. Case No. 19-02206
Chapter 11 Petition filed April 4, 2019
See http://bankrupt.com/misc/flmb19-02206.pdf
represented by: Scott W. Spradley, Esq.
LAW OFFICES OF SCOTT W SPRADLEY PA
E-mail: scott@flaglerbeachlaw.com
scott.spradley@flaglerbeachlaw.com
In re Hussein A. Huraibi
Bankr. E.D. Mich. Case No. 19-45166
Chapter 11 Petition filed April 4, 2019
represented by: Jeffrey H. Bigelman, Esq.
OSIPOV BIGELMAN, P.C.
E-mail: jhb_ecf@osbig.com
In re Harry L. Wright Revocable Trust
Bankr. D. Neb. Case No. 19-40551
Chapter 11 Petition filed April 4, 2019
See http://bankrupt.com/misc/neb19-40551.pdf
represented by: John A. Lentz, Esq.
LEPANT & LENTZ, PC, LLO
E-mail: john@lepantandlentz.com
In re Pope Boodhan
Bankr. E.D.N.Y. Case No. 19-42013
Chapter 11 Petition filed April 4, 2019
represented by: Julio E. Portilla, Esq.
E-mail: jp@julioportillalaw.com
In re Bushwick 1242 Corp
Bankr. E.D.N.Y. Case No. 19-42018
Chapter 11 Petition filed April 4, 2019
Filed Pro Se
In re Jimlyn Enterprises, Inc.
Bankr. W.D.N.Y. Case No. 19-20309
Chapter 11 Petition filed April 4, 2019
See http://bankrupt.com/misc/nywb19-20309.pdf
represented by: Raymond C. Stilwell, Esq.
LAW OFFICES OF RAYMOND C. STILWELL
E-mail: rcstilwell@roadrunner.com
In re The Carriage House, LLC
Bankr. E.D. Pa. Case No. 19-12178
Chapter 11 Petition filed April 4, 2019
See http://bankrupt.com/misc/paeb19-12178.pdf
represented by: George M. Lutz, Esq.
HARTMAN, VALERIANO, MAGOVERN & LUTZ, PC
E-mail: glutz@hvmllaw.com
In re Kerry Wayne Smith,, Jr. and Jessica Leigh Smith
Bankr. M.D. Tenn. Case No. 19-02170
Chapter 11 Petition filed April 4, 2019
represented by: Denis Graham (Gray) Waldron, Esq.
NIARHOS & WALDRON, PLC
E-mail: gray@niarhos.com
In re Mollie Prominski
Bankr. E.D. Va. Case No. 19-11077
Chapter 11 Petition filed April 4, 2019
represented by: Nathan A. Fisher, Esq.
FISHER-SANDLER, LLC
E-mail: Fbarsad@cs.com
In re PRHOF-Manufacturing, LLC
Bankr. S.D. Ind. Case No. 19-02307
Chapter 11 Petition filed April 5, 2019
See http://bankrupt.com/misc/insb19-02307.pdf
represented by: Ben T. Caughey, Esq.
MERCHO CAUGHEY
E-mail: ben.caughey@merchocaughey.com
In re Aaron's Concrete Pumping, Inc.
Bankr. D. Md. Case No. 19-14627
Chapter 11 Petition filed April 5, 2019
See http://bankrupt.com/misc/mdb19-14627.pdf
represented by: Edward M. Miller, Esq.
MILLER & MILLER, LLP
E-mail: mmllplawyers@verizon.net
In re Jack G. Siebenaler, II and Barbara A. Siebenaler
Bankr. N.D. Ohio Case No. 19-31000
Chapter 11 Petition filed April 5, 2019
represented by: Raymond L. Beebe, Esq.
E-mail: raymond@drlawllc.com
In re Grajeda Electric Inc.
Bankr. W.D. Ark. Case No. 19-70964
Chapter 11 Petition filed April 8, 2019
See http://bankrupt.com/misc/arwb19-70964.pdf
represented by: Joel Grant Hargis, Esq.
NOLAN CADDELL REYNOLDS
E-mail: jhargis@justicetoday.com
In re GTC Works, LLC
Bankr. D. Ariz. Case No. 19-04090
Chapter 11 Petition filed April 8, 2019
See http://bankrupt.com/misc/azb19-04090.pdf
represented by: Kelly G. Black, Esq.
KELLY G. BLACK, PLC
E-mail: kgb@kellygblacklaw.com
In re L and C Care Providers, Inc.
Bankr. N.D. Calif. Case No. 19-40811
Chapter 11 Petition filed April 8, 2019
See http://bankrupt.com/misc/canb19-40811.pdf
represented by: Sarah M. Stuppi, Esq.
LAW OFFICES OF STUPPI & STUPPI
E-mail: sarah@stuppilaw.com
In re Salvation Temple Acceptance
Bankr. D. Conn. Case No. 19-20566
Chapter 11 Petition filed April 8, 2019
Filed Pro Se
In re Diana Rodriguez
Bankr. S.D. Fla. Case No. 19-14512
Chapter 11 Petition filed April 8, 2019
Filed Pro Se
In re Travis James Jones and Janel Jill Jones
Bankr. N.D. Iowa Case No. 19-00401
Chapter 11 Petition filed April 8, 2019
represented by: Terry Gibson, Esq.
E-mail: tgibson@2501grand.com
In re Ashley's Quality Care, Inc.
Bankr. N.D. Ill. Case No. 19-10070
Chapter 11 Petition filed April 8, 2019
See http://bankrupt.com/misc/ilnb19-10070.pdf
represented by: Karen J. Porter, Esq.
PORTER LAW NETWORK
E-mail: porterlawnetwork@gmail.com
In re Ronald Bies
Bankr. N.D. Ill. Case No. 19-10112
Chapter 11 Petition filed April 8, 2019
represented by: David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
E-mail: courtdocs@davidlloydlaw.com
In re Northwoods.Construction, LLC
Bankr. N.D. Ind. Case No. 19-30586
Chapter 11 Petition filed April 8, 2019
See http://bankrupt.com/misc/innb19-30586.pdf
represented by: Jay Lauer, Esq.
JAY LAUER, ATTORNEY AT LAW
E-mail: jay@jaylauerlaw.com
In re M. David Fesko
Bankr. D. Nev. Case No. 19-12146
Chapter 11 Petition filed April 8, 2019
represented by: Corey B. Beck, Esq.
E-mail: becksbk@yahoo.com
In re Mortent M.M. Corp.
Bankr. E.D.N.Y. Case No. 19-72497
Chapter 11 Petition filed April 8, 2019
Filed Pro Se
In re Armstrong-Smith Consulting Group LLC
Bankr. M.D. Tenn. Case No. 19-02257
Chapter 11 Petition filed April 8, 2019
See http://bankrupt.com/misc/tnmb19-02257.pdf
represented by: Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Cheree D. Bishop
Bankr. N.D. Tex. Case No. 19-41468
Chapter 11 Petition filed April 8, 2019
represented by: Craig Douglas Davis, Esq.
DAVIS, ERMIS & ROBERTS, P.C.
E-mail: davisdavisandroberts@yahoo.com
In re Richard Michael Cruz
Bankr. C.D. Calif. Case No. 19-14008
Chapter 11 Petition filed April 9, 2019
Filed Pro Se
In re Annex LLC
Bankr. C.D. Calif. Case No. 19-14013
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/cacb19-14013.pdf
represented by: Matthew D. Resnik, Esq.
RESNIK HAYES MORADI LLP
E-mail: matt@rhmfirm.com
In re Selective Advisor Group, LLC
Bankr. S.D. Fla. Case No. 19-14602
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/flsb19-14602.pdf
represented by: David W. Langley, Esq.
DAVID W. LANGLEY
E-mail: dave@flalawyer.com
In re Paul A. Logsdon
Bankr. E.D. Mo. Case No. 19-20082
Chapter 11 Petition filed April 9, 2019
represented by: David M. Dare, Esq.
HERREN, DARE & STREETT
E-mail: ddare@hdsstl.com
In re MG 1226 Realty LLC
Bankr. E.D.N.Y. Case No. 19-42121
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/nyeb19-42121.pdf
represented by: Joshua R. Bronstein, Esq.
LAW OFFICES OF JOSHUA R. BRONSTEIN &
ASSOCIATES, PLLC
E-mail: jbrons5@yahoo.com
In re Maura E. Lynch
Bankr. E.D.N.Y. Case No. 19-72595
Chapter 11 Petition filed April 9, 2019
represented by: Jonathan L. Flaxer, Esq.
GOLENBOCK EISEMAN ASSOR BELL & PESKOE
E-mail: jflaxer@golenbock.com
In re 959 Taka, Inc.
Bankr. W.D.N.Y. Case No. 19-10688
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/nywb19-10688.pdf
represented by: Matthew Allen Lazroe, Esq.
LAW OFFICE OF MATTHEW A. LAZROE
E-mail: lazroebankruptcy@gmail.com
In re 2601 Operating, LLC
Bankr. D. Ariz. Case No. 19-04138
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/azb19-04138.pdf
represented by: Patrick F. Keery, Esq.
KEERY MCCUE, PLLC
E-mail: pfk@keerymccue.com
In re Papanicolaou Enterprises
Bankr. C.D. Calif. Case No. 19-10850
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/cacb19-10850.pdf
represented by: Eric Bensamochan, Esq.
THE BENSAMOCHAN LAW FIRM, INC.
E-mail: eric@eblawfirm.us
In re Erlinda Abibas Aniel
Bankr. N.D. Calif. Case No. 19-30385
Chapter 11 Petition filed April 9, 2019
Filed Pro Se
In re Israel Marrone
Bankr. N.D. Calif. Case No. 19-40821
Chapter 11 Petition filed April 9, 2019
Filed Pro Se
In re Favalora Properties, LLC
Bankr. E.D. La. Case No. 19-10953
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/laeb19-10953.pdf
represented by: Darryl T. Landwehr, Esq.
LANDWEHR LAW FIRM
E-mail: dtlandwehr@cox.net
In re The New Beginners Church, Inc.
Bankr. M.D.N.C. Case No. 19-10385
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/ncmb19-10385.pdf
represented by: Dirk W. Siegmund, Esq.
IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP
E-mail: dws@iveymcclellan.com
In re Cargo Workshop Inc.
Bankr. E.D.N.Y. Case No. 19-42124
Chapter 11 Petition filed April 9, 2019
See http://bankrupt.com/misc/nyeb19-42124.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re Jose Fernando Allende Valverdy
Bankr. D. P.R. Case No. 19-01966
Chapter 11 Petition filed April 9, 2019
represented by: William M. Vidal, Esq.
MCS PLAZA
E-mail: william.m.vidal@gmail.com
*********
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
publication in any form (including e-mail forwarding, electronic
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
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***