/raid1/www/Hosts/bankrupt/TCR_Public/190520.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, May 20, 2019, Vol. 23, No. 139
Headlines
1 GLOBAL CAPITAL: Exclusive Filing Period Extended Until May 24
1 GLOBAL CAPITAL: Exclusive Filing Period Extended Until May 24
3601 CROSSROADS: Given Until May 31 to Exclusively File Plan
4J CUSTOM DESIGN: Distribution to Unsecureds Raised to $21,500
ACCELERATING MINISTRIES: Seeks to Hire KW Commercial as Broker
AGILE THERAPEUTICS: Resubmits New Drug Application for Twirla
AGPB LLC: Exclusive Plan Filing Period Extended Until Aug. 20
AINA LE'A: Seeks to Hire Young Conway as Special Corporate Counsel
ALLIED CONSOLIDATED: Trustee Objection to ODT Claim Partly Allowed
AMERICAN BERBER: Case Summary & 20 Largest Unsecured Creditors
AMERICAN CARPET: Case Summary & 20 Largest Unsecured Creditors
ANEW YOU MEDICAL: Case Summary & 20 Largest Unsecured Creditors
ANGELS FOR KIDS: Case Summary & 20 Largest Unsecured Creditors
ARLEN HOUSE: Exclusive Plan Filing Period Extended Until June 20
ASPEN CLUB: Case Summary & 20 Largest Unsecured Creditors
BACALAO FOOD: Seeks to Hire Jonathan J. Sobel as Legal Counsel
BECTON DICKINSON: Moody's Alters Outlook on Ba1 CFR to Positive
BEECHWOOD RE: Chapter 15 Case Summary
BEECHWOOD RE: Seeks U.S. Recognition of Cayman Liquidation
BIOSCRIP INC: S&P Keeps 'CCC+' ICR on Watch Pos. Pending Merger
BLACKRIDGE TECHNOLOGY: Incurs $6.37-Mil. Net Loss in First Quarter
BRISTOW GROUP: Davis Polk, Haynes Represent Oak Hill, Hedge Funds
BRISTOW GROUP: Gets Court Approval of 1st Day Motions
BRISTOW GROUP: Taps Prime Clerk as Claims Agent
BROOKLYN BUILDINGS: Seeks Court Approval of Disclosure Statement
BUEHLER INC: Unknown Recovery for Unsecureds Under Plan
CAMPUS EDGE: Exclusive Plan Filing Period Extended Until July 15
CANBRIAM ENERGY: Moody's Puts 'Ca' CFR on Review for Upgrade
CENTERSTONE LINEN: Exclusive Filing Period Extended to Aug. 16
CHAPARRAL ENERGY: S&P Downgrades ICR to 'CCC+'; Outlook Negative
COUNTRY MORNING FARMS: Has Interim Approval to Use Cash Collateral
COVERT CANYON: Seeks to Hire Thomas B. Gorrill as Legal Counsel
CRACKLE INTERMEDIATE: S&P Puts B ICR on Watch Neg. on Control4 Deal
DECOR HOLDINGS: Distribution of Unsecured Claims Proceeds Disclosed
EASTERN POWER: Moody's Hikes Senior Credit Facility Rating to 'Ba3'
EDGEMARC ENERGY: Proposes $108MM DIP Financing from KeyBank
EST GROUP: Wants to Continue Using Cash Through Mid-July 2019
FERMARALIZ CORP: Plan Outline Hearing Scheduled for June 20
FIRST RIVER: Bankr. Court Certifies Direct Appeal to 5th Circuit
FIVE STAR: Case Summary & 20 Largest Unsecured Creditors
FOCUS FINANCIAL: S&P Alters Outlook to Positive, Affirms BB- ICR
FRESHSTART HOME: Seeks to Hire Bryner Crosby as Litigation Counsel
GCI LLC: S&P Lowers ICR to 'B-' on Weak Operating Performance
GRANT STREET: Trustee Seeks to Hire Verdolino & Lowey as Accountant
GREAT FOOD: May Continue Using Cash Collateral Through July 31
HALCON RESOURCES: S&P Cuts ICR to CC Ahead of Likely Restructuring
HILLTOP ENERGY: Case Summary & 7 Unsecured Creditors
HILLTOP ENERGY: Files for Chapter 11 with Prepackaged Plan
HOME BOUND HEALTHCARE: Seeks Authority to Use Cash Collateral
HORIZON PHARMA: Moody's Rates New Sr. Secured Term Loan 'Ba1'
HOSPITAL ACQUISITION: Seeks to Hire Berkeley as Financial Advisor
HOSPITAL ACQUISITION: Seeks to Hire Young Conaway as Co-Counsel
HUDSON RIVER TRADING: S&P Rates $498MM Sec. Term Loan B 'BB-'
INSYS THERAPEUTICS: May Be Forced to Bankruptcy Over Cash Crunch
INSYS THERAPEUTICS: Widens Net Loss to $123.8M in First Quarter
INVENSURE INSURANCE: Case Summary & 7 Unsecured Creditors
ISRS REALTY: Unsecureds to Get Up to 100% of Allowed Claims
ITALO-AMERICAN CITIZENS: To Pay Duquesne Light $907 at 6% Interest
JAZPAL LLC: Court Denies Approval of Disclosure Statement
JAZZ ACQUISITION: S&P Alters Outlook to Positive, Affirms B- ICR
JCM INSURANCE: Seeks Court Appproval to Hire Accountant
JUNGERMAN FARM: Case Summary & 20 Largest Unsecured Creditors
KNOLL'S INC: Seeks to Hire Eron Law as Legal Counsel
KNOLL'S INC: Seeks to Hire Keller & Miller as Accountant
LNB-002-2013: Exclusive Plan Filing Period Extended to June 27
LUCID ENERGY II: Fitch Cuts IDR to B+ & Alters Outlook to Negative
MARINE BUILDERS: Seeks to Hire Robert Herre as Special Counsel
MARKPOL DISTRIBUTORS: Allowed to Continue Using Cash Until May 25
MC/VC INC: TCPA to be Paid $93K in Regular Monthly Installments
MIDWEST-ST. LOUIS: Seeks to Hire Carmody MacDonald as Legal Counsel
MONITRONICS INTERNATIONAL: Incurs $31.8 Million Q1 Net Loss
MORGAN ADMINISTRATION: Exclusivity Filing Period Extended to May 23
MORRIS AND HADLEY: IRS to be Paid $10,000 Before Sept. 1
MOTORS LIQUIDATION: Investors to Pay $231MM over Clerical Error
MRO HOLDINGS: Moody's Affirms B2 CFR & Rates New Term Loan B2
NOAH OPERATIONS: Case Summary & 15 Unsecured Creditors
NOAH OPERATIONS: Case Summary & 4 Unsecured Creditors
NOLAN CLIFFORD: Ct. Junks A. Sanchez Claim for Nondischargeability
NOVAN INC: Incurs $7.02 Million Net Loss in First Quarter
NSPIRE HEALTH: Seeks to Hire Brownstein Hyatt as Legal Counsel
OHC/GP I: Seeks to Hire Ordinary Course Professionals
OLEUM EXPLORATION: Seeks to Hire Gray Reed as Special Counsel
PG&E CORP: Report Says Transmission Lines Caused 2018 Camp Fire
PHI INC: Seeks to Hire Deloitte & Touche as Auditor
PINNACLE GLOBAL: Chapter 15 Case Summary
PRACTICAL APPROACH: Wants to Maintain Pre-Petition Bank Accounts
PRECIPIO INC: Incurs $1.65 Million Net Loss in First Quarter
PUERTO RICO HOSPITAL: Taps Casellas Alcover as Special Counsel
PULMATRIX INC: Doctor Robert Clarke Resigns as CEO
PULMATRIX INC: Incurs $5.15 Million Net Loss in First Quarter
QMAX FINANCIAL: Moody's Assigns First-Time Caa1 CFR, Outlook Stable
QUORUM HEALTH: S&P Lowers ICR to 'CCC' on Tightening Liquidity
RAYCO MACHINE: Allowed to Use Cash Collateral on Final Basis
RECREATIONAL ACREAGE: Voluntary Chapter 11 Case Summary
REDIGI INC: Must File Amended Disclosures Before May 28
ROCK WORSHIP: Case Summary & 20 Largest Unsecured Creditors
RUBEN JASSO TRUCKING: Sale of 2 Antique Ford Mustangs to Fund Plan
SABIR PROPERTIES: Parties Interested in Renting Locations Disclosed
SAHBRA FARMS: Case Summary & 20 Largest Unsecured Creditors
SALEM MEDIA: Moody's Cuts CFR & Senior Secured Notes to B3
SALLY WILLIAMSON: Seeks Authorization on Cash Collateral Use
SCOTTY'S HOLDINGS: Given Until June 9 to Exclusively File Plan
SCS HOLDINGS: S&P Affirms 'B' ICR on Proposed LBO by CD&R
SEARS HOLDINGS: Exclusive Plan Filing Period Extended to June 12
SJKWD LLC: Exclusive Plan Filing Period Extended Until July 8
SKY PARTNERS NYS: Exclusive Plan Filing Period Extended to June 4
SOUTHCROSS ENERGY: Moody's Rates $127.5MM DIP Term Loan 'Ba2'
SUNCREST STONE: Seeks to Extend Solicitation Period to July 19
SUNGLO HOME: Seeks to Hire CasMar as Healthcare Consultant
T BAR W PROPERTIES: Exclusivity Period Expires Today
TAJAY RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
THOMSON-SHORE INC: Wants to Obtain Credit, Use Cash Collateral
THREE J FOOD: Seeks to Hire Jonathan J. Sobel as Legal Counsel
TRIANGLE PETROLEUM: Files Debt-to-Equity Chapter 11 Plan
TRIDENT HOLDING: June 13 Plan Confirmation Hearing
TRIDENT HOLDING: Seeks to Hire RSM US as Auditor
TRIUMPH ENERGY: Given Until July 16 to Exclusively File Plan
UPSTATE PHYSICIAN: Seeks to Hire Charles A. Higgs as Legal Counsel
VALERITAS HOLDINGS: Declares 1-for-20 Reverse Stock Split
VG LIQUIDATION: Committee Taps Potter Anderson as Delaware Counsel
WEINSTEIN CO: Film Studio Opts to Liquidate in Bankruptcy
WHITETAIL AUTO: Taps Mark Bryant as Accountant
WORLDWATCH INSTITUTE: Case Summary & 20 Top Unsecured Creditors
WYNN RESORTS: S&P Raises ICR to 'BB' on Regulatory Resolution
XENETIC BIOSCIENCES: Incurs $1.32-Mil. Net Loss in First Quarter
XTAL INC: Exclusive Plan Filing Period Extended Until July 15
[^] BOND PRICING: For the Week from May 13 to 17, 2019
*********
1 GLOBAL CAPITAL: Exclusive Filing Period Extended Until May 24
---------------------------------------------------------------
Judge Raymond Ray of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which 1 Global
Capital, LLC and its affiliates have the exclusive right to file a
Chapter 11 plan through May 24, and to solicit acceptances for the
plan through July 26.
The companies have already prepared a detailed plan term sheet and
intend to review it with the unsecured creditors' committee and the
Securities and Exchange Commission as soon as certain threshold
plan issues are resolved, according to an earlier report by The
Troubled Company Reporter.
In November last year, the companies entered into an agreement with
the SEC to resolve claims asserted by the agency in its complaint,
which alleges unregistered securities fraud totaling more than $287
million. On Feb. 21, the bankruptcy court approved a stipulation
between the companies and the Colorado Division of Securities to
address allegations that the companies are engaged in unlawful
marketing and sale of interests in loans used to fund cash advances
to merchants.
About 1 Global Capital
1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a
direct small business funder offering an array of flexible funding
solutions, specializing in unsecured business funding and merchant
cash advances.
1 Global Capital LLC, based in Hallandale Beach, Fla., and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-19121) on July 27, 2018. In the petition signed
by Steven A. Schwartz and Darice Lang, authorized signatories, 1st
Global Capital estimated $100 million to $500 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Raymond B. Ray oversees the cases.
Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as
bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as
claims and noticing agent.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 7, 2018. The committee tapped
Stichter, Riedel, Blain & Postler, P.A. as its legal counsel;
Conway MacKenzie, Inc., as financial advisor, along with Dundon
Advisers, LLC, as co-financial advisor.
1 GLOBAL CAPITAL: Exclusive Filing Period Extended Until May 24
---------------------------------------------------------------
Judge Raymond Ray of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which 1 Global
Capital, LLC and its affiliates have the exclusive right to file a
Chapter 11 plan through May 24, and to solicit acceptances for the
plan through July 26.
The companies have already prepared a detailed plan term sheet and
intend to review it with the unsecured creditors' committee and the
Securities and Exchange Commission as soon as certain threshold
plan issues are resolved, according to an earlier report by The
Troubled Company Reporter.
In November last year, the companies entered into an agreement with
the SEC to resolve claims asserted by the agency in its complaint,
which alleges unregistered securities fraud totaling more than $287
million. On Feb. 21, the bankruptcy court approved a stipulation
between the companies and the Colorado Division of Securities to
address allegations that the companies are engaged in unlawful
marketing and sale of interests in loans used to fund cash advances
to merchants.
About 1 Global Capital
1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a
direct small business funder offering an array of flexible funding
solutions, specializing in unsecured business funding and merchant
cash advances.
1 Global Capital LLC, based in Hallandale Beach, Fla., and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-19121) on July 27, 2018. In the petition signed
by Steven A. Schwartz and Darice Lang, authorized signatories, 1st
Global Capital estimated $100 million to $500 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Raymond B. Ray oversees the cases.
Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as
bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as
claims and noticing agent.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 7, 2018. The committee tapped
Stichter, Riedel, Blain & Postler, P.A. as its legal counsel;
Conway MacKenzie, Inc., as financial advisor, along with Dundon
Advisers, LLC, as co-financial advisor.
3601 CROSSROADS: Given Until May 31 to Exclusively File Plan
------------------------------------------------------------
Judge Timothy Barnes of the U.S. Bankruptcy Court for the Northern
District of Illinois extended the period during which 3601
Crossroads, LLC has the exclusive right to file a Chapter 11 plan
through May 31, and to solicit acceptances for the plan through
July 31.
About 3601 Crossroads
3601 Crossroads, LLC, is a real estate lessor that owns in fee
simple a property located at 3601 Algonquin Rd., Rolling Meadows,
Illinois, having an assessed value of $5.45 million. The Company
posted gross revenue of $2.51 million in 2017 and gross revenue of
$2.11 million in 2016.
3601 Crossroads filed for Chapter 11 protection (Bankr. N.D.
Illinois Case No. 18-06600) on March 7, 2018. In its petition
signed by Thomas L. Kolschowsky, senior vice president/corporate
counsel, the Debtor disclosed total assets of $5.47 million and
liabilities totaling $7.98 million.
The Hon. Timothy A. Barnes is the case judge.
John A. Lipinsky, Esq., of Clingen Callow & Mclean, LLC, serves as
the Debtor's counsel.
4J CUSTOM DESIGN: Distribution to Unsecureds Raised to $21,500
--------------------------------------------------------------
4J Custom Design, Inc. filed a small business amended disclosure
statement in support of its proposed plan of reorganization dated
May 2, 2019.
The Debtor amends the plan to increase distribution to the entire
class 2 general unsecured creditors from $16,000 plus 4% interest
during 60 months counting from the plan to $21,500 under the same
terms.
A copy of the Amended Disclosure Statement dated May 2, 2019 is
available at https://tinyurl.com/y4fhxmjs from Pacermonitor.com at
no charge.
About 4J Custom Design Inc.
4J Custom Design Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 18-05704) on Sept. 28, 2018, estimating
under $1 million in assets and liabilities. Jaime Rodriguez Perez,
Esq., at Hatillo Law Office, PSC, is the Debtor's counsel.
ACCELERATING MINISTRIES: Seeks to Hire KW Commercial as Broker
--------------------------------------------------------------
Accelerating Ministries seeks authority from the U.S. Bankruptcy
Court for the Central District of California to hire a real estate
broker.
In an application filed in court, the Debtor proposes to employ KW
Commercial to assist in the sale of its real properties located at:
-- 1411 Grove Ave, Ontario, Calif.;
-- 1430 N. Grove Ave, Ontario, Calif.;
-- 1456 N. Grove Ave, Ontario, Calif.; and
-- 1421 Amador Ave, Ontario, Calif.
KW will receive a listing and marketing fee of 2% and a selling
commission fee of 2% from the sale.
Gabriel Gurrero, national director of KW and the firm's real estate
agent who will be providing the services, attests that he and his
firm are "disinterested persons" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Gabriel Gurrero
KW Commercial
388 E. Valley Blvd. #106
Alhambra, CA 91801
About Accelerating Ministries
Accelerating Ministries, a tax-exempt religious organization in
Ontario, Calif., filed a voluntary Chapter 11 petition (Bankr. C.D.
Cal. Case No. 19-13044) on April 10, 2019. In the petition signed
by Wallace Burl Wasson, chief executive officer, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
The case is assigned to Judge Wayne E. Johnson. Michael Jay Berger,
Esq. at the Law Offices of Michael Jay Berger, represents the
Debtor as counsel.
AGILE THERAPEUTICS: Resubmits New Drug Application for Twirla
-------------------------------------------------------------
Agile Therapeutics, Inc., has resubmitted to the U.S. Food and Drug
Administration (FDA) the NDA for its lead product candidate,
Twirla, an investigational low-dose combined hormonal contraceptive
patch (AG200-15). Agile resubmitted the NDA in response to a
December 2017 Complete Response Letter (CRL) from the FDA, which
identified deficiencies relating to (i) quality control adhesion
test methods for the Twirla manufacturing process, (ii)
observations identified during an inspection of a facility of the
Company's third-party manufacturer for the Twirla NDA that must be
resolved, and (iii) questions on the in vivo adhesion properties of
Twirla and their potential relationship to the SECURE clinical
trial results. The resubmitted NDA includes the results from a
comparative wear study that was conducted at the request of the FDA
to address the FDA's questions on in vivo adhesion, additional
information on the Company's manufacturing process, and other
analyses responding to the 2017 CRL.
"We have resubmitted our NDA for Twirla as planned and look forward
to working with the FDA during the review process," said Al
Altomari, chairman and chief executive officer of Agile. "Our
achievement of this milestone reflects our commitment to broadening
the available contraceptive treatment options for today's women by
offering an option to women seeking methods best suited to their
needs and lifestyle. We expect the FDA to acknowledge our
submission as a complete response in approximately thirty days, and
at the same time provide us with a Prescription Drug User Fee Act
(PDUFA) date that we anticipate will be based on a six-month
review."
About Agile Therapeutics
Agile Therapeutics, headquartered in Princeton, New Jersey --
http://www.agiletherapeutics.com/-- is a forward-thinking women's
healthcare company dedicated to fulfilling the unmet health needs
of today's women. The Company's product candidates are designed to
provide women with contraceptive options that offer freedom from
taking a daily pill, without committing to a longer-acting method.
Its lead product candidate, Twirla, (ethinyl estradiol and
levonorgestrel transdermal system), also known as AG200-15, is a
once-weekly prescription contraceptive patch that has completed
Phase 3 trials. The Company plans to resubmit its new drug
application, or NDA, for Twirla to the U.S. Food and Drug
Administration, or FDA, and seek FDA approval of the NDA in 2019.
Agile Therapeutics reported a net loss of $19.77 million for the
year ended Dec. 31, 2018, compared to a net loss of $28.30 million
for the year ended Dec. 31, 2017. As of March 31, 2019, the
Company had $26.13 million in total assets, $1.34 million in total
current liabilities, $128,000 in long term lease liability, and
$24.66 million in total stockholders' equity.
Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor
since 2010, issued a "going concern" qualification in its report on
the consolidated financial statements for the year ended Dec. 31,
2018, stating that the Company has suffered recurring losses from
operations, has experienced delays in the approval of its product
candidate and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
AGPB LLC: Exclusive Plan Filing Period Extended Until Aug. 20
-------------------------------------------------------------
Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which AGPB, LLC has
the exclusive right to file a Chapter 11 plan through Aug. 20, and
to solicit acceptances for the plan through Oct. 21.
About AGPB LLC
AGPB, LLC, which conducts business under the name, is a
full-service printing and marketing company in Palm Beach Gardens,
Florida. The company -- https://www.alphagraphics.com/ -- offers
printing on apparel, textile products, glass, metals, papers and
more.
AGPB filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
18-23206) on Oct. 24, 2018. In the petition signed by Timothy J.
Kerbs, president and manager, the Debtor estimated $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The Hon. Erik P. Kimball presides over the case. Malinda L. Hayes,
Esq., at Markarian & Hayes, is the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of AGPB, LLC as of Dec. 3, according to a court
docket.
AINA LE'A: Seeks to Hire Young Conway as Special Corporate Counsel
------------------------------------------------------------------
Aina Le'a, Inc. seeks authority from the U.S. Bankruptcy Court for
the District of Hawaii to employ Young Conway Stargatt & Taylor as
its special corporate counsel.
Young Conway will advise the Debtor concerning Delaware franchise
tax matters and other corporate issues. The firm's hourly rates
are:
John Paschetto $850
John C. Kuffel $510
Tara C. Pakrouh $400
John Kuffel, Esq., a partner at Young Conaway, assured the court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
The frim can be reached through:
John C. Kuffel, Esq.
Young Conway Stargatt & Taylor
Rodney Square, 1000
North King Street
Wilmington, DE 19801
Phone: 302-571-6736
Fax: 302-576-3478
About Aina Le'a
Aina Le'a has approximately 500 shareholders and is a voluntary SEC
reporting company. It was initially formed by DW Aina Le'a
Development, LLC as a Nevada limited liability company Aina Le'a,
LLC on April 1, 2009, and converted into Aina Le'a, Inc., a
Delaware corporation, on February 6, 2012. From its formation 2009
through February 2012, Aina Le'a was owned by DW.
Aina Le'a, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Hawaii Case No. 17-00611) on June 22, 2017. In its petition, the
Debtor estimated $100 million to $500 million in assets and $10
million to $50 million in liabilities. The petition was signed by
Robert Wessels, the Debtor's chief executive officer.
The Debtor hired Choi & Ito as bankruptcy counsel; Robbins, Salomon
& Patt, Ltd. as co-counsel; Nixon Peabody, LLP as special corporate
counsel; and Imperial Capital LLC as investment banker.
On July 17, 2017, the Office of the U.S. Trustee appointed an
unsecured creditors' committee. The committee hired Case Lombardi
& Pettit as its legal counsel.
ALLIED CONSOLIDATED: Trustee Objection to ODT Claim Partly Allowed
------------------------------------------------------------------
Bankruptcy Judge John P. Gustafson allowed in part and disallowed
in part Trustee John Lane's amended objection to Claim Number 8.
In his Objection, the Trustee argued that the claim at issue, Claim
Number 8, should be disallowed because Reorganized Debtor Allied
Consolidated Industries, Inc.'s records indicate that no tax,
interest, or penalties are due for the time period stated on
Claimant Ohio Department of Taxation's Proof of Claim. In response,
ODT argued that Trustee has not presented enough documentation to
overcome the presumptive validity of a properly filed proof of
claim for unpaid taxes.
The Court holds that the Trustee has met his burden as to proving
that $1,072,245.38 in AED/Gator expenses and purchases, as
represented by their corresponding invoices, are exempt from Ohio
use tax pursuant to section 5739.02(B)(42)(g). Second, the Trustee
has made a sufficient showing to prove that $886,924.10 in auction
purchases, as evidenced by Exhibits R-8 through R-13, R-17, and
R19, qualify as "casual sales" under Ohio law and are thus exempt
from Ohio use tax. Third, the Trustee has established that the use
tax ODT assessed on janitorial services was overstated and that,
instead of owing use tax on an estimated expense figure of
$1,391,889.40, AED/Gator only owes use tax on $371,051. Fourth, all
of ODT's use tax audit findings not addressed will stand.
Accordingly, the Trustee's Amended Objection to Claim No. 8 is
allowed in part and disallowed in part.
A copy of the Court's Memorandum Opinion and Order dated April 22,
2019 is available at https://tinyurl.com/yxnpj3gj from
Pacermonitor.com at no charge.
About Allied Consolidated Industries
Co-founded on March 7, 1973, by current president, John R. Ramun,
and his father, Michael Ramun, Allied Erecting and Dismantling,
Inc., provided industrial dismantling of decommissioned industrial
facilities. In 1985, Allied Industrial Scrap, Inc., Allied
Industrial Equipment, Inc., Allied Industrial Development
Corporation, and Allied Industrial Contracting, Inc., came into
being. The Allied companies' complex at 1999 Poland venue,
Youngstown, Ohio includes a 25,000 square foot office building and
a new 218,000 square foot machine shop, office, and training
facility.
Allied Consolidated Industries, Inc., is the parent company.
President John R. Ramun is a 75% shareholder and his brother,
Michael D. Ramun, is a 25% shareholder.
Allied Consolidated Industries, Allied Erecting and Dismantling,
Allied Gator, Inc., and Allied Industrial Scrap sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case
No. 16-40675) on April 13, 2016. The petitions were signed by John
R. Ramun, president.
The Court approved the retention of Suhar & Macejko, LLC, as
counsel for the Debtors on May 12, 2016. The Court entered an
agreed order approving the retention of Inglewood Associates, LLC,
as turnaround managers on May 13, 2016. The Court approved the
retention of Eckert Seamans Cherin & Mellott, LLC, as special
counsel on July 18, 2016.
The Debtors have sought approval to employ Landmark Real Estate
Services, LLC, as the non-exclusive real estate broker in
connection with the listing for sale of 240 acres of properties for
a listing period through June 30, 2017.
On May 16, 2016, the United States Trustee filed a notice of
appointment of an Official Committee of Unsecured Creditors. On
June 30, 2016, the bankruptcy court granted the committee's
application to retain counsel.
On July 11, 2016, the bankruptcy court entered an order granting
substantive consolidation of the estates of the debtor companies.
On June 19, 2017, the Court confirmed the Debtor's Second Amended
Joint Plan of Reorganization. Thereafter the Creditor Trust was
created in accordance with Article 8 of the Plan and the Trust
Agreement. John Lane was appointed as Trustee.
The estates of each of the Debtors were substantively consolidated
into the estate of Allied Consolidated Industries, Case No.
16-40675.
AMERICAN BERBER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Berber, Inc.
100 Thomas Street
Calhoun, GA 30703
Business Description: American Berber, Inc. is a privately held
company in Calhoun, Georgia that
manufactures carpets and rugs.
Chapter 11 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Northern District of Georgia (Rome)
Case No.: 19-41154
Judge: Hon. Barbara Ellis-Monro
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: (404) 564-9301
E-mail: cmccord@joneswalden.com
info@joneswalden.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Howard Johnson, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/ganb19-41154.pdf
AMERICAN CARPET: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Carpet Group, Inc.
100 Thomas Street
Calhoun, GA 30701
Business Description: American Carpet Group, Inc. is a
a fully vertically integrated carpet
manufacturer located in Calhoun, Georgia.
The Company offers its products through
retailers and distributors.
Chapter 11 Petition Date: May 15, 2019
Court: United States Bankruptcy Court
Northern District of Georgia (Rome)
Case No.: 19-41150
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: (404) 564-9301
E-mail: cmccord@joneswalden.com
info@joneswalden.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Howard Johnson, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/ganb19-41150.pdf
ANEW YOU MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Anew You Medical Weight Loss and Spa PLLC
14602 Huebner Rd. #100
San Antonio, TX 78230
Business Description: Anew You Medical Weight Loss and Spa PLLC
is a non-public corporation founded in 2016
in the medical wellness business. The
Company offers a variety of services,
including weight loss, IV therapy, laser
hair removal, skin treatments,
coolsculpting, hormone therapy, and
hair rejuvenation. The Company previously
sought bankruptcy protection on July 28,
2017 (Bankr. W.D. Tex. Case No. 17-51756).
Chapter 11 Petition Date: May 15, 2019
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Case No.: 19-51171
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Dean William Greer, Esq.
DEAN W. GREER
2929 Mossrock, Suite 117
San Antonio, TX 78230
Tel: (210) 342-7100
Fax: (210) 342-3633
E-mail: dwgreer@sbcglobal.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Margaret Sheryl Wehner, managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/txwb19-51171.pdf
ANGELS FOR KIDS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Angels For Kids On Call 24/7, Inc.
7550 Futures Dr.
Suites 104-105
Orlando, FL 32819
Business Description: Angels For Kids On Call 24/7, Inc. --
https://www.angelsforkidsoncall.com --
is a for-profit behavioral health company
located in Orlando, Florida. The Company
provides treatment of mood disorder,
disorders first diagnosed in childhood,
behavioral disorders, trauma, stress and
poor health, substance and social reality
problems. Its target population is high-
risk, diverse and in need of immediate care.
While the Company is uniquely suited to
specialize in child and adult care, it
offers a range of treatments for people of
all age ranges.
Chapter 11 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Case No.: 19-03262
Judge: Hon. Karen S. Jennemann
Debtor's Counsel: Aldo G. Bartolone, Jr., Esq.
BARTOLONE LAW, PLLC
1030 North Orange Avenue, Suite 300
Orlando, FL 32801
Tel: (407) 294-4440
Fax: (407) 287-5544
E-mail: aldo@bartolonelaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Valencia, 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/flmb19-03262.pdf
ARLEN HOUSE: Exclusive Plan Filing Period Extended Until June 20
----------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which Arlen House
East 715, LLC has the exclusive right to file a Chapter 11 plan
through June 20, and to solicit acceptances for the plan through
Aug. 20.
About Arlen House East 715
Based in Miami Beach, Florida, Arlen House East 715, LLC, filed a
voluntary petition under chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-16263) on May 24, 2018, listing under
$1 million in both assets and liabilities. The Petition was signed
by Laurent Benzaquen, authorized representative of debtor. The
Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty,
P.A., as counsel.
ASPEN CLUB: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Aspen Club & Spa, LLC
1450 Crystal Lake Road
Aspen, CO 81611
Business Description: The Aspen Club & Spa owns and operates
a private membership club that offers high
intensity interval training (HI2T), cardio,
and yoga classes.
http://www.aspenclub.com/
Chapter 11 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
District of Colorado (Denver)
Case No.: 19-14158
Judge: Hon. Joseph G. Rosania Jr.
Debtor's Counsel: Matthew T. Faga
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-318-0120
Fax: 303-830-0809
E-mail: mfaga@markuswilliams.com
- and -
James T. Markus, Esq.
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-830-0800
Fax: 303-830-0809
E-mail: jmarkus@markuswilliams.com
- and -
John F. Young, Esq.
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-830-0800
Fax: 303-830-0809
E-mail: jyoung@markuswilliams.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $100 million to $500 million
The petition was signed by Michael Fox, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/cob19-14158.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Allman Drywall, Inc. $527,782
P.O. Box 2755
Breckenridge, CO 80424
2. Arnold Whitman $500,000
One Alliance Center
3500 Lenox Road NE #510
Atlanta, GA 30326
3. Ashley Concrete $973,280
Structures, LLC
P.O. Box 2064
Glenwood Springs,
CO 81602
4. Aspen Club $13,500,000
Development Fund, LP
c/o Westside
Property Investment Company
4100 East
Mississippi Avenue,
Suite 500
Glendale, CO 80246
5. David A. and Donna Gerson $500,000
2118 Delancey Street
Philadelphia, PA 19103
6. Ed McDermott $1,500,000
PO Box 1788
Ross, CA 94957
7. Edge Construction $513,059
Specialties, Inc.
5717 West 6th Avenue
Denver, CO 80214
8. Gould Construction, Inc. $1,711,899
6874 Hwy 82
Glenwood Springs,
CO 81601
9. GPIF Aspen Club LLC $33,913,275
as successor in
interest to FirstBank
6465 So.
Greenwood Plaza Blvd
Suite 1075
Greenwood Village,
CO 80111
10. Grant Place Fund, LLC $500,000
1101 West Monroe
Street, Suite 200
Chicago, IL 60607
11. Ludvik Electric Co. $2,682,201
3900 South Teller Street
Denver, CO 80235
12. Myers & Co. $1,528,771
Architectural Metals
P.O. Box 12286
Aspen, CO 81612
13. Nick Burgin $1,000,000
19 Masterton Road
Bronxville, NY 10708
14. OZ Architecture, Inc. $624,195
3003 Larimer Street
Denver, CO 80205
15. PCL Construction $18,774,336
Services, Inc.
2000 South
Colorado Blvd
Tower Two, Suite 2-500
Denver, CO 80222
16. Revere High Yield $8,600,000
Fund, LP
105 Rowayton
Avenue, Suite 100
Rowayton, CT 06853
17. Revere High Yield $2,300,000
Fund, LP
105 Rowayton
Avenue, Suite 100
Rowayton, CT 06853
18. RK Mechanical, Inc. $2,375,695
3800 Xanthia Street
Denver, CO 80238
19. Robert A. Fox $1,000,000
943 Coates Road
Jenkintown, PA 19046
20. Telesoft $1,000,000
Management Cash
Balance Plan
820 S. Monaco
Parkway #325
Denver, CO 80224
BACALAO FOOD: Seeks to Hire Jonathan J. Sobel as Legal Counsel
--------------------------------------------------------------
Bacalao Food Market, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to hire the Law
Offices of Jonathan J. Sobel as its legal counsel.
The firm will advise the Debtor of its power and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm will charge an hourly fee of $250 for its services. The
Debtor paid Sobel a retainer in the amount of $2,033, plus the
filing fee of $1,717.
Jonathan Sobel, Esq., disclosed in court filings that he and other
employees of the firm have no connections with the Debtor,
creditors or any other "party in interest."
The firm can be reached through:
Jonathan J. Sobel, Esq.
Law Offices of Jonathan J. Sobel
1500 Walnut Street, Suite 2000
Philadelphia, PA 19102
Phone: (215) 735-7535
Fax: (215) 735-7539
E-mail: Mate89@aol.com
About Bacalao Food Market
Bacalao Food Market, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-12910) on May 6,
2019. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. The case
is assigned to Judge Ashely M. Chan. The Law Offices of Jonathan
J. Sobel is the Debtor's counsel.
BECTON DICKINSON: Moody's Alters Outlook on Ba1 CFR to Positive
---------------------------------------------------------------
Moody's Investors Service affirmed all of Becton, Dickinson &
Company's ratings including the Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating, Not Prime commercial paper rating,
SGL-1 Speculative Grade Liquidity rating and the Ba1 senior
unsecured rating. The outlook was revised to positive from stable.
"The revision in the outlook to positive considers the deleveraging
progress that BD has made since the closing of the Bard acquisition
in December 2017" said Moody's Senior Vice President Scott Tuhy.
Debt/EBITDA for the LTM period ended March 31, 2019 was
approximately 4.2 times, nearly a full turn lower than leverage was
at the close of the Bard acquisition.
Moody's also expects that BD will continue to deleverage as it
continues to realize cost synergies from the Bard acquisition and
use free cash flow to repay debt. That said, the reduction in
leverage from these positive drivers will be somewhat tempered by
adverse movements in foreign exchange rates, input cost inflation
and reduced demand for paclitaxel stent products.
Outlook Actions:
Issuer: Becton, Dickinson and Company
Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Becton, Dickinson and Company
Probability of Default Rating, Affirmed Ba1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-1
Corporate Family Rating, Affirmed Ba1
Senior Unsecured Bank Credit Facility, Affirmed Ba1 (LGD4)
Senior Unsecured Commercial Paper, Affirmed NP
Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4)
RATINGS RATIONALE
BD's Ba1 Corporate Family Rating reflects its high financial
leverage with debt/EBITDA near 4.2 times for the most recent LTM
period. The rating also reflects the company's rapid pace of
acquisitions, evidenced by the announcement of the $25.2 billion
acquisition of C.R. Bard approximately two years after the $12.5
billion acquisition of CareFusion. The ratings reflect the
company's meaningful scale in the medical device industry with
revenues exceeding $17 billion and global reach, with approximately
43% of sales generated outside the United States. The company is
well diversified, with market leading positions across multiple
product categories. The company has made significant progress
integrating the Bard acquisition and Moody's expects BD to achieve
$300 million of cost savings by fiscal 2020.
BD's SGL-1 Speculative Grade Liquidity Rating reflects its very
good liquidity profile. The company's liquidity profile benefits
from its holdings of approximately $700 million in cash, and
Moody's expects free cash flow (after capital expenditures and
dividends) will exceed $2 billion in the next year. BD also has
full access to a substantially undrawn $2.25 billion revolving
credit facility. Moody's expects BD will use free cash flow to
redeem maturing debt in the next year as the company executes on
its deleveraging plans.
Ratings could be upgraded if the company continues to reduce
leverage while maintaining a balanced approach to capital
allocation. BD would also need to continue to successfully
integrate the Bard acquisition. Quantitatively, ratings could be
upgraded if debt/EBITDA approaches 3.5 times.
Ratings could be downgraded if the company encounters problems
integrating Bard or if the company pursues meaningful debt-financed
acquisitions while leverage remains at elevated levels.
Quantitatively, ratings could be downgraded if Moody's expects
debt/EBITDA to be sustained above 4.25 times.
Becton, Dickinson and Company, headquartered in Franklin Lakes, New
Jersey, is a global medical technology company engaged in the
development, manufacture and sale of a broad range of medical
supplies, devices, and laboratory equipment used by healthcare
institutions, physicians, clinical laboratories, and the general
public. Revenues are approximately $17 billion.
The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.
BEECHWOOD RE: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Debtor: Beechwood Re
c/o Deloitte & Touche (Cayman)
Citrus Grove
106 Goring Avenue
Grand Cayman KY1-1109
Cayman Islands
Business Description: Beechwood Re is a Cayman-based
reinsurance provider.
Foreign Proceeding: Official Liquidation proceedings in
the Grand Court of the Cayman Islands
with reference FSD 144 of 2018
Chapter 15 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Southern District of New York
(Manhattan)
Chapter 15 Case No.: 19-11560
Judge: Hon. Martin Glenn
Foreign Representative: Stuart Sybersma
Deloitte & Touche (Cayman)
Citrus Grove
106 Goring Avenue
Grand Cayman KY1-1109
Cayman Islands
Foreign
Representative's Counsel: John E. Jureller, Jr., Esq.
KLESTADT WINTERS JURELLER
SOUTHARD & STEVENS, LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
E-mail: jjureller@klestadt.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available for free
at:
http://bankrupt.com/misc/nysb19-11560.pdf
BEECHWOOD RE: Seeks U.S. Recognition of Cayman Liquidation
----------------------------------------------------------
Liquidators of Beechwood Re commenced a case under Chapter 15 of
the Bankruptcy Code to obtain recognition of the liquidation
proceeding in the Debtor's native country of the Cayman Islands.
The Foreign Representative anticipates that the Chapter 15 Case
will compliment Beechwood's primary proceedings in the Cayman
Islands to ensure the effective and economic administration of
Beechwood's liquidation efforts.
On Nov. 27, 2018, the Cayman Court granted Cayman Island Monetary
Authority's ("CIMA") petition and entered an order directing the
winding up of Beechwood and appointing Stuart Sybersma, the Foreign
Representative, and Michael Penner of Deloitte (Cayman) as Joint
Official Liquidators ("JOLs") to oversee Beechwood's liquidation.
The Winding Up Order specifically authorizes the JOLs "to commence,
bring or defend and to take any steps as the JOLs may consider
appropriate in respect of the following actions or legal
proceedings, either in their own name for and on behalf of the
Company or in the name of the Company on its behalf: ... (vi) any
other winding up, bankruptcy or any other recognition proceedings
in the United Kingdom, United States or other jurisdiction where
the Company has assets as the JOLs may consider necessary and
appropriate, including, without limitation, proceedings to obtain
relief under Chapter 15 of Title 11 of the United States Bankruptcy
Code."
While Beechwood is located in Cayman Islands, it does have assets
in the United Stated. Beechwood has asserted a counterclaim
against CNO Financial Group, Inc., in an arbitration pending in the
State of New York. Further, Beechwood is a defendant in five
separate litigation matters in the United States, including three
separate matters pending in the United States District Court for
the Southern District of New York (all of which have been
consolidated for discovery purposes only before Hon. Jed Rakoff), a
matter pending in the United States Bankruptcy Court for the
Southern District of Texas, and a matter pending before the United
States District Court for the Southern District of Indiana.
According to the Foreign Representative, given the comprehensive
proceeding already pending in the Cayman Islands, Beechwood should
not be subject to suits by creditors in multiple jurisdictions.
Additionally, in aid of the Cayman Proceeding and the Foreign
Representative's efforts to locate and recover assets on behalf of
Beechwood, the Foreign Representative may need to seek information
or discovery from certain parties located in the United States.
About Beechwood Re
Incorporated in the Cayman Islands, Beechwood Re has been
established to provide reinsurance capacity to life, accident and
health insurance companies seeking improved efficiency through
reallocations of surplus. Under certain reinsurance agreements,
CNO Financial Group, Inc., ceded certain long-term disability
policies to Beechwood for administration. Beechwood had ceased
operations before entering controllership in July 2017.
In 2016, a number of serious allegations of fraud and criminal
activity surfaced within and involving the Platinum Group of
companies, its principals and companies associated with it (the
"Platinum Allegations"). Beechwood became entangled in these
allegations.
Mark Nordlicht, the head of the Platinum funds, and David Levy, who
was formerly a director and shareholder of Beechwood, are both
facing a civil complaint filed by the United States Securities and
Exchange Commission, and criminal charges filed by the United
States Attorney's Office for, inter alia, securities fraud,
investment adviser fraud, investment adviser fraud conspiracy and
wire fraud conspiracy for allegedly defrauding investors through,
among other things: (a) the overvaluation of their largest assets;
(b) the concealment of severe cash flow problems at Platinum's
signature fund; and (c) the preferential payment of redemptions.
July 25, 2017, Stuart Sybersma and Michael Penner of Deloitte
(Cayman) were appointed as Joint Controllers of Beechwood to, inter
alia, assume control of the affairs of Beechwood.
On Nov. 27, 2018, the Cayman Court granted Cayman Island Monetary
Authority's ("CIMA") petition and entered an order directing the
winding up of Beechwood and appointing Stuart Sybersma and Michael
Penner of Deloitte (Cayman) as Joint Official Liquidators ("JOLs")
to oversee Beechwood's liquidation.
Beechwood Re filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No.
19-11560) on May 16, 2019 to seek U.S. recognition of the Cayman
liquidation.
The Hon. Martin Glenn is the case judge.
Stuart Sybersma of Deloitte & Touche (Cayman), the liquidator,
signed the Chapter 15 petition. John E. Jureller, Jr., Esq., of
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP, is the U.S.
counsel.
BIOSCRIP INC: S&P Keeps 'CCC+' ICR on Watch Pos. Pending Merger
---------------------------------------------------------------
S&P Global Ratings said all of its ratings on BioScrip Inc.,
including the 'CCC+' issuer credit rating and issue level ratings,
remain on CreditWatch with positive implications until the close of
its all-stock merger with competitor HC Group Holdings III Inc.
S&P also assigned a preliminary 'B-' issue-level rating and '3'
recovery rating to BioScrip's proposed $925 million first-lien term
loan B.
"We expect that the merger of highly leveraged BioScrip Inc. and HC
Group Holdings III will result in a company with the largest share
of the fragmented U.S. home infusion market, at 20%. We expect the
merger will generate economies of scale, synergies in staffing and
procurement, a stronger competitive position, and a more
diversified payor mix," S&P said.
"However, the full realization of cost synergies will likely take
some time and we view the near term execution risks as significant
given the substantial size of each company, the thin margins in
this business, and the evolving reimbursement framework for
infusion services," the rating agency said. Given substantial
one-time costs to achieve cost synergies, S&P expressed belief the
combined entity will not generate significantly more free cash or
achieve a large reduction in adjusted debt leverage till 2021.
S&P said it plans to resolve the CreditWatch placement following
successful completion of the shareholder vote and subsequent merger
close, which it expects to occur in early July.
"Given the potential for significant synergies and a return to
positive free cash flow generation over next two years, we expect
to raise our issuer credit rating on BioScrip by one-notch to 'B-'
following the merger close. However, if the merger does not
materialize, we would expect to remove the 'CCC+' issuer rating
from CreditWatch and that the outlook would be stable," S&P said.
BLACKRIDGE TECHNOLOGY: Incurs $6.37-Mil. Net Loss in First Quarter
------------------------------------------------------------------
Blackridge Technology International, Inc., filed with the U.S.
Securities and Exchange Commission on May 15, 2019, its quarterly
report on Form 10-Q reporting a net loss of $6.37 million on
$123,676 of revenues for the three months ended March 31, 2019,
compared to a net loss of $3.23 million on $3,188 of revenues for
the three months ended March 31, 2018.
As of March 31, 2019, Blackridge had $10.68 million in total
assets, $11.66 million in total liabilities, and a total
stockholders' deficit of $979,982.
At March 31, 2019, the Company had total current assets of
$1,114,377, including cash of $673,880, and current liabilities of
$11,668,758, resulting in working capital deficit of $10,554,381.
The Company's current assets and working capital included
receivables of $220,456, inventory of $66,003 and prepaid expenses
of $154,038.
As the Company has worked toward its acquisition and new product
launches, the Company has primarily financed recent operations, the
development of technologies, and the payment of expenses through
the issuance of its debt, common stock, preferred stock and
warrants.
For the three months ended March 31, 2019, net cash used in
operating activities was $3,200,486, as a result of the Company's
net loss from continued operations of $6,370,572 and increases in
accounts receivable of $118,164, inventory of $10,000, and prepaid
expenses of $31,325, partially offset by non-cash expenses totaling
$2,604,688 and increases in accounts payable and accrued expenses
of $81,589, accounts payable and accrued expenses - related party
of $3,302, accrued interest of $413,890, accrued interest - related
party of $4,935, deferred revenue of $2,529 and wages payable of
$218,642.
By comparison, for the three months ended March 31, 2018, net cash
used in operating activities was $2,141,765, as a result of the
Company's net loss from continued operations of $3,234,778 and
increases in inventory of $1,172, prepaid expenses of $34,416, and
decreases in deferred revenue of $3,187, accounts payable and
accrued expenses - related party of $39,881, partially offset by
non-cash expenses totaling $404,366, and increases in accounts
payable and accrued expenses of $301,518, accrued interest of
$42,303, accrued interest - related party of $38,497, wages payable
of $283,530, and a decrease in accounts receivable of $101,455.
Cash used in investing activities for the three months ended March
31, 2019 was $694,584 compared to $554,666 for the three months
ended March 31, 2018. The increase in the current period is due
primarily to an increase in capitalized engineering costs related
to the Company's technology development as well as an approximate
$79,000 in purchases of property and equipment.
For the three months ended March 31, 2019, net cash used in
financing activities was $125,000, comprised of repayments of short
term notes of $25,000 and repayments of long-term notes of
$100,000.
For the three months ended March 31, 2018, net cash provided by
financing activities was $2,575,000, comprised of proceeds from the
sale short term notes - related party of $500,000, short term notes
of $2,100,000 and advances – related party of $75,000, partially
offset by the repayments of long-term notes of $100,000.
Blackridge said, "Based on our current business plan, we anticipate
that our operating activities will use approximately $900,000 in
cash per month over the next twelve months, or $10.8 million.
Currently we do not have enough cash on hand to fully implement our
business plan, and will require additional funds within the next
year. We believe that our operations will not begin to generate
significant cash flows until the fourth quarter of 2019 when we
expect to begin new product contracts.
"In order to remedy this liquidity deficiency, we are actively
seeking to raise additional funds through the sale of equity and
debt securities, and ultimately plan to generate substantial
positive operating cash flows. Our internal sources of funds will
consist of cash flows from operations, but not until we begin to
realize substantial revenues from sales. If we are unable to raise
additional funds in the near term, we may not be able to fully
implement our business plan, and it is unlikely that we will be
able to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/420seL
About BlackRidge Technology
Headquartered in Reno, Nevada, BlackRidge Technology, formerly
known as Grote Molen, Inc. -- http://www.blackridge.us-- develops
and markets next generation cyber defense solutions that enables
its customers to deliver more secure and resilient business
services in today's rapidly evolving technology and cyber threat
environments. The Company's network, server, and cloud security
products are based on its patented Transport Access Control
technology and are designed to isolate, cloak and protect servers
and cloud services from cyber-attacks and block unauthenticated
access. BlackRidge products are used in enterprise and government
computing environments, the industrial Internet of Things (IoT),
commercial blockchains, and other cloud service provider and
network systems, military grade and patented network security
technology.
BlackRidge reported a net loss of $17.15 million for the year ended
Dec. 31, 2018, compared to a net loss of $15.34 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had
$13.97 million in total assets, $8.80 million in total liabilities,
and $5.16 million in total stockholders' equity.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 12, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, stating that the
Company has incurred losses since inception, has negative cash
flows from operations, and has negative working capital. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
BRISTOW GROUP: Davis Polk, Haynes Represent Oak Hill, Hedge Funds
-----------------------------------------------------------------
In connection with the chapter 11 cases commenced by Bristow Group
Inc. and affiliates, Davis Polk & Wardwell LLP and Haynes and
Boone, LLP on May 15, 2019, submitted a verified statement pursuant
to Rule 2019 of the Federal Rules of Bankruptcy Procedure with
respect to their representation of the group of holders of 8.75%
senior secured notes due 2023 issued by Bristow, which members also
provided the secured term loan to the Bristow and Bristow Holdings
Company Ltd. III under the term loan agreement, dated as of May 10,
2019.
In or around March 2019, the Secured Noteholder Group engaged Davis
Polk to represent it in connection with the Members' holdings of
Prepetition Secured Notes. In or around April 2019, the Secured
Noteholder Group engaged Haynes and Boone to act as co-counsel in
the Chapter 11 Cases.
Davis Polk and Haynes and Boone also separately represent Ankura
Trust Company, LLC, as administrative agent and collateral agent
under the 2019 Term Loan, and the superpriority secured
debtor-in-possession credit facility committed by Members of the
Secured Noteholder Group.
The members of the Secured Noteholder Group, collectively,
beneficially own or manage (or are the investment advisors or
managers for funds that beneficially own or manage) approximately
$310.47 million in aggregate principal amount of Prepetition
Secured Notes and $75 million in aggregate principal amount of
claims under the 2019 Term Loan.
As of May 14, 2019, members of the Secured Noteholder Group are:
1. BLACKROCK FINANCIAL MANAGEMENT, INC.
40 East 52nd Street, New York, NY 10022
* $31,193,000 in aggregate principal amount of
Prepetition Secured Notes
2. DW PARTNERS, LP
590 Madison Ave, 13th Floor, New York, NY 10022
* $30,698,000 in aggregate principal amount of
Prepetition Secured Notes
* $7,416,241.74 in aggregate principal amount of 2019
Term Loan Claims
3. HIGHBRIDGE CAPITAL MANAGEMENT, LLC
40 West 57th Street 32nd Floor, New York, NY 10019
* $50,129,000 in aggregate principal amount of
Prepetition Secured Notes
* $12,110,521.28 in aggregate principal amount of 2019
Term Loan Claims
* $12,500,000 in aggregate principal amount of 4.50%
convertible senior notes due 2023
4. OAK HILL ADVISORS, L.P.
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
* $156,960,000 in aggregate principal amount of
Prepetition Secured Notes
* $37,919,516.06 in aggregate principal amount of 2019
Term Loan Claims
5. WHITEBOX ADVISORS LLC
280 Park Ave, Suite 43W
New York, NY 10017
* $41,467,000 in aggregate principal amount of
Prepetition Secured Notes
* $10,017,893.55 in aggregate principal amount of 2019
Term Loan Claims
Counsel can be reached at:
HAYNES AND BOONE, LLP
Charles Beckham, Esq.
Kelli Norfleet, Esq.
Martha Wyrick, Esq.
1221 McKinney Street, Suite 2100
Houston, TX 77010
Telephone: (713) 547-2000
Facsimile: (713) 547-2600
E-mail: charles.beckham@haynesboone.com
kelli.norfleet@haynesboone.com
martha.wyrick@haynesboone.com
- and -
DAVIS POLK & WARDWELL LLP
Damian S. Schaible, Esq.
Natasha Tsiouris, Esq.
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Email: damian.schaible@davispolk.com
natasha.tsiouris@davispolk.com
About Bristow Group
Bristow Group Inc. -- http://www.bristowgroup.com/-- is an
industrial aviation service provider offering helicopter
transportation, search and rescue (SAR) and aircraft support
services to government and civil organizations worldwide.
Bristow's strategically located global fleet supports operations in
the North Sea, Nigeria and the U.S. Gulf of Mexico; as well as in
most of the other major offshore oil and gas producing regions of
the world, including Australia, Brazil, Canada, Russia and
Trinidad. Bristow provides SAR services to the private sector
worldwide and to the public sector for all of the U.K. on behalf of
the Maritime and Coastguard Agency.
Bristow Group reported a net loss of $198.08 million for the fiscal
year ended March 31, 2018, following a net loss of $176.89 million
for the fiscal year ended March 31, 2017. As of Sept. 30, 2018,
Bristow Group had $2.86 billion in total assets, $329.21 million in
total current liabilities, $1.39 billion in long-term debt, $28.48
million in accrued pension liabilities, $31.63 million in other
liabilities and deferred credits, $97.37 million in deferred taxes,
and total stockholders' investment of $975.18 million.
Bristow Group Inc. and its 7 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 19-32713) on May 11,
2019.
Bristow disclosed $2,860,804,000 in assets and $1,885,623,000 in
liabilities as of Sept. 30, 2018.
The Hon. Marvin Isgur is the case judge.
Baker Botts L.L.P. and Wachtell, Lipton, Rosen & Katz are serving
as the Company's legal counsel and Alvarez & Marsal is serving as
the Company's restructuring advisor. Houlihan Lokey is serving as
financial advisor to the Company. Prime Clerk LLC is the claims
and noticing agent.
BRISTOW GROUP: Gets Court Approval of 1st Day Motions
-----------------------------------------------------
Bristow Group Inc. (NYSE: BRS) has received approval from the U.S.
Bankruptcy Court for the Southern District of Texas for its First
Day motions related to its voluntary Chapter 11 reorganization.
In a statement May 15, Bristow said that the Court has approved
Bristow's motions seeking a variety of "first-day" relief for the
filing entities, including authority to pay employee wages and
salaries, Company-sponsored benefit programs, as well as vendors
and suppliers in the ordinary course for goods and services
provided after the Petition Date.
Bristow intends to use the Chapter 11 proceedings to restructure
and strengthen its balance sheet and achieve a lower and more
sustainable debt level, while continuing to provide safe, reliable
and professional industrial aviation services to its global clients
well into the future.
All of Bristow's businesses are operating in the ordinary course
and are anticipated to continue to do so for the duration of the
Chapter 11 process.
The Chapter 11 filings pertain to six of Bristow's legal entities
in the United States and two of its Cayman Islands subsidiaries.
Bristow's other non-U.S. entities, including those holding
Bristow's non-U.S. air operating certificates ("AOCs"), are not
included in the Chapter 11 filings. The following entities are
included: Bristow Group Inc., BHNA Holdings Inc., Bristow Alaska
Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow
U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd.
About Bristow Group
Bristow Group Inc. -- http://www.bristowgroup.com/-- is an
industrial aviation service provider offering helicopter
transportation, search and rescue (SAR) and aircraft support
services to government and civil organizations worldwide.
Bristow's strategically located global fleet supports operations in
the North Sea, Nigeria and the U.S. Gulf of Mexico; as well as in
most of the other major offshore oil and gas producing regions of
the world, including Australia, Brazil, Canada, Russia and
Trinidad. Bristow provides SAR services to the private sector
worldwide and to the public sector for all of the U.K. on behalf of
the Maritime and Coastguard Agency.
Bristow Group reported a net loss of $198.08 million for the fiscal
year ended March 31, 2018, following a net loss of $176.89 million
for the fiscal year ended March 31, 2017. As of Sept. 30, 2018,
Bristow Group had $2.86 billion in total assets, $329.21 million in
total current liabilities, $1.39 billion in long-term debt, $28.48
million in accrued pension liabilities, $31.63 million in other
liabilities and deferred credits, $97.37 million in deferred taxes,
and total stockholders' investment of $975.18 million.
Bristow Group Inc. and its 7 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 19-32713) on May 11,
2019.
Bristow disclosed $2,860,804,000 in assets and $1,885,623,000 in
liabilities as of Sept. 30, 2018.
The Hon. Marvin Isgur is the case judge.
Baker Botts L.L.P. and Wachtell, Lipton, Rosen & Katz are serving
as the Company's legal counsel and Alvarez & Marsal is serving as
the Company's restructuring advisor. Houlihan Lokey is serving as
financial advisor to the Company. Prime Clerk LLC is the claims
and noticing agent.
BRISTOW GROUP: Taps Prime Clerk as Claims Agent
-----------------------------------------------
Bristow Group Inc. received approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Prime Clerk LLC as its
claims, noticing and solicitation agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Chapter 11 cases of the company and its affiliates. It will
also provide plan-related solicitation services including
balloting, distribution of solicitation materials, and tabulation
and calculation of votes.
Prime Clerk will charge these hourly fees:
Claim and Noticing Rates:
Analyst $30 - $50
Technology Consultant $35 - $95
Consultant/Senior Consultant $65 - $165
Director $175 - $195
COO/Executive VP No charge
Solicitation, Balloting and Tabulation Rates:
Solicitation Consultant $190
Director of Solicitation $210
Prior to their bankruptcy filing, the Debtors provided the firm an
advance fee in the amount of $50,000.
Benjamin Steele, vice president of Prime Clerk, disclosed in court
filings that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
Prime Clerk can be reached through:
Benjamin J. Steele
Prime Clerk LLC
One Grand Central Place
60 East 42nd Street, Suite 1440
New York, NY 10165
Mobile: 646-240-7821
Email: bsteele@primeclerk.com
About Bristow Group Inc.
Bristow Group Inc. -- http://www.bristowgroup.com/-- provides
industrial aviation and charter services to offshore energy
companies in Europe, Africa, the Americas, and the Asian Pacific.
It also provides search and rescue services for governmental
agencies and the oil and gas industry. Headquartered in Houston,
Bristow Group employs approximately 3,000 individuals around the
world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Texas Case Nos. 19-32713 to
19-32720) on May 11, 2019. As of Sept. 30, 2018, the Debtors had
$2,860,804,000 in assets and $1,885,623,000 in liabilities.
The cases have been assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc. as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
BROOKLYN BUILDINGS: Seeks Court Approval of Disclosure Statement
----------------------------------------------------------------
According to a notice, Brooklyn Buildings LLC will file a motion on
June 12, 2019 at 3:00 p.m. asking the Court for an order approving
its proposed disclosure statement.
Written objections to the disclosure statement must be filed on or
before June 5, 2019 at 5:00 p.m. (EST).
About Brooklyn Buildings
Brooklyn Buildings LLC is a privately held real estate company.
Its principal place of business is located at 1600 Bergen Street
Brooklyn, New York. Brooklyn Buildings filed for bankruptcy
protection (Bankr. E.D.N.Y., Case No. 18-43971) on July 11, 2018.
In the petition signed by Yehoshua Allswang, managing member, the
Debtor estimated assets of $10 million to $50 million and estimated
liabilities of $1 million to $10 million. Judge Carla Craig
oversees the case. Kirby Aisner & Curley LLP represents the
Debtor.
BUEHLER INC: Unknown Recovery for Unsecureds Under Plan
-------------------------------------------------------
Buehler, Inc., and Buehler, LLC, filed a disclosure statement in
connection with its chapter 11 plan of reorganization dated May 3,
2019.
Class 4 under the plan consists of the general unsecured claims.
Each holder of an Allowed General Unsecured Claim will receive
their Pro Rata share of the Reorganized Debtor Contribution.
Distributions to holders of Allowed General Unsecured Claims will
be made as soon as practicable as the Reorganized Debtor may
determine in its sole discretion.
The Plan provides for the substantive consolidation of the Debtors'
bankruptcy estates only for purposes of voting, confirmation and
distribution. In addition to what is set forth in this Plan, the
Debtors will file a motion for substantive consolidation.
The Reorganized Debtors will have significantly reduced corporate
debt, better lease terms, and other advantages which make it
feasible as a going-forward business.
A copy of the Disclosure Statement dated May 3, 2019 is available
at https://tinyurl.com/y5etusr4 from Pacermonitor.com at no charge.
About Buehler Inc.
Buehler, Inc., et al., are Indiana companies with their principal
place of business in Jasper, Indiana. They operate a chain of 15
grocery stores located in Indiana, Kentucky and Illinois.
Buehler, Inc., based in Jasper, IN, and affiliates sought Chapter
11 protection (Bankr. S.D. Ind. Lead Case No. 18-71145) on Oct. 17,
2018. In the petition signed by CEO David Buehler, debtor Buehler,
Inc., estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Buehler, LLC, estimated $1 million to
$10 million in assets and $1 million to $10 million in
liabilities.
The Hon. Basil H. Lorch III oversees the case.
James R. Irving, Esq., at Bingham Greenebaum Doll LLP, serves as
bankruptcy counsel.
CAMPUS EDGE: Exclusive Plan Filing Period Extended Until July 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
extended the period during which Campus Edge Condominium
Association, Inc. has the exclusive right to file a Chapter 11 plan
through July 15, and to solicit acceptances for the plan through
Sept. 13.
The extension will give the association enough time to resolve its
dispute with Arlington Pebble Creek, LLC over the latter's alleged
failure to disclose construction defects in the condominium complex
overseen by the association. Arlington Pebble was established by
property developer Arlington Properties, Inc., which is the buyer
of the property in Gainesville, Fla.
The association and Arlington Pebble, which is facing a
construction defect lawsuit, have agreed to mediate their dispute.
Due to scheduling difficulties, however, the mediation will not
likely occur until the third week of June, according to court
filings.
"Though debtor can file a plan of reorganization and disclosure
statement before expiration of the exclusivity periods, and might
still, the debtor does not wish to initiate the plan confirmation
process or incur the expense of a potentially contested
confirmation process until the mediation with Arlington is
concluded," said Richard Thames of Thames Markey & Heekin, P.A.,
the association's legal counsel.
About Campus Edge Condominium Association
Campus Edge Condominium Association, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
19-10011) on January 14, 2019. At the time of the filing, the
Debtor had estimated assets of less than $1 million and liabilities
of less than $1 million.
The case has been assigned to Judge Karen K. Specie. Thames Markey
& Heekin, P.A. is the Debtor's legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Campus Edge Condominium Association, Inc. as
of Feb. 28, according to a court docket.
CANBRIAM ENERGY: Moody's Puts 'Ca' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed Canbriam Energy Inc.'s Ca
Corporate Family Rating, C-PD/LD Probability of Default Rating and
C senior unsecured notes ratings under review for upgrade. The
outlook has been changed to ratings under review from negative.
The ratings review follows the announcement that Canbriam has
entered into definitive agreements, subject to regulatory approval,
to be acquired by Pacific Oil and Gas Ltd. (PO&G, unrated) and
intends to redeem its US$350 million senior unsecured notes due
November 2019 contingent on the completion of the transaction. The
transaction is expected to close by July 1, 2019. The appended /LD
designation, indicating a limited default following the maturity of
the revolver due April 30, 2019, will be removed once the missed
revolver repayment is resolved.
The review will focus on (1) closing of the acquisition of
Canbriam, (2) redemption of the November 2019 notes, (3) repayment
of the existing revolver that matured April 30, 2019, and 4) the
future capital structure and business strategy of Canbriam under
new ownership.
On Review for Upgrade:
Issuer: Canbriam Energy Inc.
Probability of Default Rating, Placed on Review for Upgrade,
currently C-PD /LD
Corporate Family Rating, Placed on Review for Upgrade, currently
Ca
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently C (LGD5)
Outlook Actions:
Issuer: Canbriam Energy Inc.
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE
Canbriam (Ca CFR) is challenged by: 1) failure to pay the revolver
due April 2019 and tight refinancing window for the senior notes
due November 2019; 2) high exposure to weak western Canadian
natural gas prices and minimal hedges in 2019 keeping margins weak;
3) a weak leveraged full-cycle ratio (LFCR) well under 1x in 2019;
and 4) geographic concentration in the Montney formation in
northeast British Columbia. The company is supported by: 1)
sizeable reserves and expected production of 38,000 boe/d (barrel
of oil equivalent per day) in 2019; and 2) low sustaining capital
spending which will support near breakeven free cash flow in 2019.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the US$350 million senior unsecured notes are rated C, one notch
below the Ca CFR, due to the priority ranking of the debt
outstanding under the secured borrowing base revolving credit
facility.
The ratings could be upgraded if the transaction with PO&G closes
as anticipated, the senior notes are redeemed in full or refinanced
and the revolver is extended such that liquidity would be at least
adequate.
The CFR could be downgraded if the transaction is delayed or
cancelled such that the company pursues a formal restructuring.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Canbriam Energy Inc. is a private Calgary, Alberta-based
independent exploration and production company focused in the
Montney formation in northeastern British Columbia with (net of
royalties) production at about 34,500 boe/d in 2018 (83% natural
gas).
CENTERSTONE LINEN: Exclusive Filing Period Extended to Aug. 16
--------------------------------------------------------------
Centerstone Linen Services, LLC's subsidiaries Alliance Laundry &
Textile Service, LLC and Atlas Health Care Linen Services Co., LLC
received court approval for more time to exclusively file a Chapter
11 plan.
The U.S. Bankruptcy Court for the Northern District of New York
extended the period during which the companies have the exclusive
right to file a Chapter 11 plan through Aug. 16, and to solicit
acceptances for the plan through Oct. 15.
About Clarus Linen Systems
Atlas Health Care Linen Services Co., LLC, Alliance Laundry &
Textile Service, LLC and two other entities, all doing business as
Clarus Linen Systems -- http://www.claruslinens.com/-- provide
linen rental and commercial laundry services to the healthcare
industry, primarily supplying scrubs, sheets, towels, blankets,
patient apparel and other linen products to hospitals and
healthcare clinics via long-term contacts.
Atlas Health and Alliance Laundry operate five production
facilities in three states (Atlas operates two facilities in New
York and Alliance operates two facilities in Georgia and one in
South Carolina) that provide daily pick-ups and deliveries to their
customers.
Centerstone Linen Services, LLC, is the corporate parent of four
subsidiary corporations and provides back-office and administrative
support to them.
Centerstone Linen Services and its four subsidiaries (Bankr.
N.D.N.Y. Lead Case No. 18-31754) in Syracuse, New York on Dec. 19,
2018.
Atlas Health estimated $10 million to $50 million in assets and
liabilities of the same range as of the bankruptcy filing.
Centerstone Linen estimated $1 million to $10 million in assets and
$10 million to $50 million in liabilities.
Bond, Schoeneck & King, PLLC, is the Debtor's counsel.
CHAPARRAL ENERGY: S&P Downgrades ICR to 'CCC+'; Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on U.S.-based
oil and gas exploration and production company Chaparral Energy
Inc. to 'CCC+' from 'B-'. The outlook is negative.
S&P also lowered the issue-level rating on Chaparral's unsecured
notes to 'CCC'. It recovery rating on this debt to '5' from '4',
indicating its expectation for modest (10%-30%; rounded estimate:
15%) recovery to creditors in the event of a payment default.
"The downgrade primarily reflects our view of Chaparral's liquidity
position, which stood at approximately $154 million at the end of
the quarter due to leverage covenant constraints imposed by the
company's credit agreement," S&P said.
Although S&P expects Chaparral will gradually be able to access
more of its $325 million borrowing base due to higher production
rates and EBITDA, the rating agency projects that cash flow
outspend will encumber a significant portion of the credit facility
over the next 12 to 24 months.
"As a result, the company may need to dial back its drilling budget
and production growth estimates or require additional financing. We
believe covenant restrictions and low trading levels on the
company's debt could hamper such financing alternatives," S&P
said.
S&P said the negative outlook on Chaparral Energy reflects the
company's aggressive capital spending and resulting cash outflows,
which the rating agency expects will hamper liquidity over the next
two years. As a result, the company could become increasingly
dependent on access to its borrowing base and favorable capital
market conditions to bridge potential funding gaps, according to
the rating agency.
"We could lower the rating if we foresee a specific default
scenario over the next 12 months. These scenarios could include but
are not limited to, a near-term liquidity crisis, violation of
covenants, or greater probability of a distressed debt exchange,"
S&P said.
"We could raise the rating if Chaparral improves its long-term
liquidity position while reducing outspend of internally generated
cash flow. We would also need to have confidence that the company
will not undertake a debt exchange," S&P said.
COUNTRY MORNING FARMS: Has Interim Approval to Use Cash Collateral
------------------------------------------------------------------
The Hon. Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington authorized County Morning Farms,
Inc.'s interim use of cash collateral in the ordinary course of its
business.
A telephonic hearing will be held on July 18, 2019 at 10:00 a.m. in
order for the court to consider the Debtor's use of cash collateral
on a final basis.
The Debtor may use cash collateral for the amounts set forth in the
Interim Cash Collateral Budget, which spans the period through July
29, 2019. The Debtor is allowed a variance of not more than 10% for
each line item in the Interim Budget and in the aggregate monthly.
However, the budgeted amounts for Professional Services are
excluded from this line-item variance.
The Debtor may prepay or make advance deposits to vendors towards
expenditures in the Interim Budget, however no such prepayment or
advance deposit may exceed $5,000 monthly.
Bank of the West and any other party holding a valid, perfected,
unavoidable security interest or lien in the cash collateral are
granted a valid, automatically perfected replacement lien against
any post-petition accounts receivable (or proceeds thereof) of the
Debtor. Said replacement liens will have the same validity and
priority as the security interests and liens existing against the
cash collateral as of the Debtor's bankruptcy petition date.
The Debtor will cooperate with Bank of the West's representatives
and consultants in providing full and reasonable access, upon
reasonable notice, to information respecting the Bank's collateral,
the Debtor's business operations, financial and accounting
information, production information and the Debtor's consultants.
About Country Morning Farms
Country Morning Farms, Inc., is a privately held company in the
cattle ranching and farming business. Country Morning Farms grows
its own feeds, milk its own cows, and delivers fresh dairy products
to its customers.
Country Morning Farms filed a Chapter 11 petition (Bankr. E.D.
Wash. Case No. 19-00478), on March 1, 2019. The petition was
signed by Robert Gilbert, vice president. The case is assigned to
Judge Frederick P. Corbit. The Debtor is represented by William L.
Hames, Esq. at Hames, Anderson, Whitlow & O'Leary. At the time of
filing, the Debtor disclosed $6,421,269 in assets and $10,586,970
in liabilities.
Gregory Garvin, acting U.S. trustee for Region 18, on April 2,
2019, appointed two creditors to serve on an official committee of
unsecured creditors.
COVERT CANYON: Seeks to Hire Thomas B. Gorrill as Legal Counsel
---------------------------------------------------------------
Covert Canyon LLC seeks authority from the U.S. Bankruptcy Court
for the Southern District of California to hire the Law Office of
Thomas B. Gorrill as its bankruptcy counsel.
The firm will provide these services:
a. advise the Debtor regarding matters of bankruptcy law;
b. represent the Debtor in proceedings or hearings in the
bankruptcy court;
c. assist the Debtor in the preparation of reports and other
court documents;
d. advise the Debtor concerning the requirements of the
Bankruptcy Code and the rules relating to the administration of its
Chapter 11 case; and
e. assist the Debtor in the negotiation, formulation,
confirmation, and implementation of its disclosure statement and
plan of reorganization.
Thomas Gorrill, Esq., assures the court that he is a "disinterested
person" as defined by Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Thomas B. Gorrill, Esq.
The Law Office of Thomas B. Gorrill
401 West "A" Street, Suite 1770
San Diego, CA 92101
Phone: +1 619-237-8889
About Covert Canyon LLC
Covert Canyon is a privately held lessor of real estate in El
Cajon, Calif. It is the fee simple owner of a real property
located at 19150 High Glen Road, Alpine, Calif., which is valued at
$2 million.
Covert Canyon filed a Chapter 11 petition (Bankr. S.D. Cal. Case
No. 19-01934) on April 2, 2019. In the petition signed by Marc
Halcon, managing member, the Debtor estimated $2,001,875 in assets
and $1,966,666 in liabilities.
The case has been assigned to Judge Christopher B. Latham. Thomas
B. Gorrill, Esq. at the Law Office of Thomas B. Gorrill, represents
the Debtor as counsel.
CRACKLE INTERMEDIATE: S&P Puts B ICR on Watch Neg. on Control4 Deal
-------------------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating and all
issue-level ratings on Charlotte, N.C.-based Crackle Intermediate
Corp. (dba SnapAV) on CreditWatch with negative implications,
reflecting the risk of a downgrade due to potentially higher
leverage.
The CreditWatch placement on May 14, 2019, follows SnapAV's
announcement of plans to acquire Control4 for $680 million. SnapAV,
a vertically integrated distributor and manufacturer of
audio-visual and networking products, has been highly acquisitive
in the past few years.
"We expect acquisitions to contribute to strong top-line growth,
product portfolio diversification, and geographic expansions. We
estimate that SnapAV finished 2018 with leverage in the mid-6x
area, around our downgrade threshold of 6.5x," S&P said. "We think
the Control4 acquisition could increase leverage and preclude
re-establishing leverage below 6.5x in the few quarters following
the acquisition, which could warrant a downgrade."
S&P said it will monitor developments related to the proposed
transaction, including the proposed new debt's terms, repayment
plans, financial policy, and required approvals, and plan to
resolve the CreditWatch following the close of acquisition, adding
that it would not expect to downgrade Crackle by more than one
notch.
DECOR HOLDINGS: Distribution of Unsecured Claims Proceeds Disclosed
-------------------------------------------------------------------
Decor Holdings, Inc. and affiliates filed a third amended joint
chapter 11 plan of liquidation dated May 2, 2019.
This latest filing provides that the proceeds, net of any fees and
expenses, arising out of the prosecution by the Litigation
Administrator of Chapter 5 general unsecured claims will be
distributed as follows: (1) First to cover any shortfall in any of
the Reserve Funds, (2) then, a sharing between the Holders of Class
5 Claims and the Holders of Senior Secured Claims (if they have not
been paid in full) in a priority order and percentage as follows:
(a) any Chapter 5 Claim proceeds will be distributed as
follows: (x) the first $150,000 to the DIP lenders under Class 1 of
the Chapter 11 Plan, and thereafter (y) 70% to General Unsecured
Creditors under Class 5 of the Chapter 11 Plan and (z) 30% to DIP
Lenders under Class 1 of the Chapter 11 Plan;
(b) any Chapter 5 Claim will be distributed as follows: (x) the
first $700,000 to the General Unsecured Creditors under Class 5 of
the Chapter 11 Plan, and thereafter (y) 70% to General Unsecured
Creditors under Class 5 of the Chapter 11 Plan and (z) 30% to DIP
Lenders under Class 1 of the Chapter 11 Plan, provided, however,
that Holders of Senior Secured Claims will not participate in such
distribution on account of any Class 5 deficiency claims they may
hold.
A copy of the Third Amended Joint Chapter 11 Plan dated May 2, 2019
is available at https://tinyurl.com/y33p6k88 from omnimgt.com at no
charge.
About Robert Allen Duralee Group
The Robert Allen Duralee Group - https://www.robertallendesign.com/
-- is a supplier of decorative fabrics and furniture to the design
industry in the United States. In addition to their own extensive
product lines, the Robert Allen Duralee Group represents six other
furnishing companies, including Paris Texas Hardware, The Finial
Company, Clarke & Clarke, Thibaut and Byron & Byron. The Robert
Allen Duralee Group maintains showroom premises located in major
metropolitan cities across the United States and Canada, and an
extensive worldwide agent showroom network that collectively
service more than 30 countries around the globe. Decor is a
privately-owned company with headquarters in Hauppauge, New York.
The Robert Allen Duralee Group, Inc., and 4 related entities,
including ultimate parent Decor Holdings, Inc., sought Chapter 11
protection on Feb. 12, 2019. The lead case is In re Decor Holdings,
Inc. (Bankr. E.D.N.Y., Lead Case No. 19-71020).
Decor Holdings estimated assets of $50 million to $100 million and
liabilities of $50 million to $100 million as of the bankruptcy
filing.
The Hon. Robert E. Grossman is the case judge.
The Debtors tapped Hahn & Hessen LLP as counsel; Halperin Battaglia
Benzija, LLP, as special counsel; RAS Management Advisors, LLC, as
restructuring advisor; Blum Shapiro as tax advisor; SSG Capital
Advisors, LLC, as investment banker; Great American as sales agent;
and Omni Management Group, Inc., as claims agent.
EASTERN POWER: Moody's Hikes Senior Credit Facility Rating to 'Ba3'
-------------------------------------------------------------------
Moody's Investors Service upgraded Eastern Power, LLC's senior
credit facility to Ba3 from B1 which incorporates a planned $150
million increase to the existing term loan B. The rating outlook is
stable.
After the incremental $150 million debt raise, the senior secured
credit facility will consist of a $1,243 million term loan B due
2023 and a $50 million revolving credit facility due 2021. Proceeds
from the incremental debt offering along with cash on hand will be
used to pay a special dividend to Eastern's owner, ArcLight Capital
Partners, LLC.
RATINGS RATIONALE
The one notch rating upgrade to Ba3, which considers the increased
debt quantum and the use of proceeds, reflects Eastern Power's
improved financial position which it believes can be sustained
owing to management's effective contracting strategy and a stronger
NY Zone J capacity pricing environment. The rating action also
considered some additional clarity around repowering efforts
expected at its Gowanus Generating Station, providing greater
certainty around the future prospects for this resource. Eastern
Power owns approximately 1,900 megawatts of generating capacity in
NY Zone J and a similar amount of peak generating capacity in PJM.
Capacity revenue accounted for more than 85% of Eastern's revenues
(net of fuel) in 2018.
The New York Independent System Operator (NY-ISO) recently
completed its Capability Auction for NY Zone J Summer 2019 and May
2019 spot capacity auctions. The resulting cleared price for
capacity in each of these auctions were $13.10/kW-month and
$13.92/kW-month, respectively, on average a 20% increase relative
to the prior periods. Moreover, the pending retirement of the 2,000
MW Indian Point Energy Center should support future capacity price
levels in excess of these levels for the next several years.
In light of the stronger market fundamentals, Moody's now expects
Eastern Power to achieve and maintain key financial metrics as
calculated under Moody's methodology appropriate for the 'Ba'
rating category. For 2018, Eastern Power achieved metrics
consistent with the Ba rating category, including a debt service
coverage ratio of 3.6x, project cash from operation to debt of 14%,
and Debt-to- EBITDA of 4.6x. While the $150 million debt increase
will lower these metrics relative to 2018's performance, Eastern
Power's ability to prospectively generate annual free cash flow and
the existence of the 100% excess cash flow sweep should result in
key financial metrics that on average are consistent with the lower
end of the Ba rating category, based upon its view of the capacity
market in NY and PJM. Key projected financial metrics include
average debt service coverage that exceeds 2.5x, project cash from
operations to debt of around 10% and Debt-to-EBITDA that averages
6.0x. Capacity prices in excess of its assumed pricing levels for
NY ($14.00/kW-month for summer 2020 and $14.50/kW-month for summer
2021) and PJM would strengthen key financial metrics.
The rating action considered clarity around repowering efforts at
Eastern Power's 620 megawatt Gowanus plant in Brooklyn. Moody's
understands that Eastern has signed a EPC contract with a third
party to repower Gowanus. The driver for the repowering is draft
rule making that potentially limits the useful life of Eastern's
Gowanus and Narrows Generating Stations to May 2025. The 955
megawatt Astoria Generating Station, which accounts for
approximately 50% of Eastern's New York City based generating
capacity, is not expected to be impacted by the draft rule.
The Gowanus repowering is contingent on environmental permitting
and ArcLight's decision to move forward. There are several
financing scenarios available, including a refinancing of the
entire Eastern portfolio or financing the repowering on a
stand-alone basis. Should the sponsor pursue the latter, it would
be required to make a target disposition payment to lenders in a
minimum amount of approximately $300 million, which in all
likelihood would strengthen Eastern Power's financial metrics based
upon Gowanus' relative contribution to Eastern Power's revenues.
Moreover, a decision to not pursue repowering Gowanus and shut down
the plant would likely strengthen market fundamentals positively
impacting Eastern Power's future financial performance. A decision
relating to the repowering is anticipated in 2021.
RATING OUTLOOK
The stable outlook assumes that Eastern will exhibit strong
operating performance and maintain solid operating margins that
result in DSCR in excess of 2.5x.
Factors that could lead to an upgrade
In light of the rating action, the rating has limited prospects for
an upgrade. Longer-term, the rating could face upward pressure
should higher-than-anticipated capacity pricing result in
substantially greater debt reduction than expected or if it
generates financial metrics including project cash from operations
to adjusted debt in excess of 20% and debt-to-EBITDA of less than
3.5x on a sustained basis.
Factors that could lead to a downgrade
The rating could be downgraded if market pricing conditions or
operation performance issues result in deterioration of credit
metrics, such as project cash from operations to adjusted debt and
debt service coverage of less than 9% and 2.5x, respectively, on a
sustained basis. Additionally, in light of the planned upsizing and
the use of proceeds contemplated in the proposed transaction, there
is limited financial flexibility to pursue another debt financed
dividend recapitalization without introducing rating pressure.
The principal methodology used in this rating was Power Generation
Projects published in June 2018.
EDGEMARC ENERGY: Proposes $108MM DIP Financing from KeyBank
-----------------------------------------------------------
In order to ensure that they would have sufficient liquidity to
continue to operate their businesses during the pendency of the
Chapter 11 cases and consummate a Section 363 sale, EdgeMarc Energy
Holdings, LLC and its affiliated debtor entities approached KeyBank
National Association -- the agent and lender under the RBL
prepetition Facility -- as well as potential third-party providers.
After a period of hard-fought, arm's-length negotiations, KeyBank
agreed to provide postpetition financing on a secured and
superpriority basis comprised of $30 million in new money financing
and a roll-up of approximately $77.79 million in loans and letters
of credit outstanding as of the Petition Date upon entry of the
final order approving the postpetition financing.
The Debtors were unable to obtain a competitive post-petition
financing facility from a third-party lender. Critically, KeyBank
was not willing to consent to the priming of the RBL security
interests. Unwilling to expose themselves to the risk and
uncertainty of seeking to prime the RBL lenders non-consensually,
the Debtors solicited proposals from third parties for financing
that would refinance the RBL Facility in full or be provided on a
junior or unsecured basis, but were unable to identify any party
willing to provide the Debtors with financing on those terms.
The DIP Facility will permit the Debtors to continue operations and
make payments to employees and vendors on a postpetition basis.
Access to the DIP Facility is critical to the Debtors' ability to
successfully carry out the sale process.
The salient terms of the DIP facilities are:
* Borrower: EM Energy, LLC
* Guarantors: Each subsidiary
* DIP Lenders: KeyBank National Association and any of its
permitted assignees
* DIP Agent: KeyBank National Association
* Amount and Facility: A senior secured superpriority
debtor-in-possession financing consisting of:
(a) the DIP term loans with commitments in an aggregate
principal amount of up to $30 million consisting of $15 million in
initial new-money loans available upon entry of an interim order
and $15 million of additional new money loans available during the
availability period.
(b) the DIP roll up loans, which will be secured on a junior
basis to the DIP term loans, to refinance dollar-for-dollar
prepetition loans in the aggregate amount of $77.79 million
* Interest rate: DIP Loans will bear interest at the Alternative
Base Rate plus (a) 5.75% per annum prior to the availability
period, and (b) 5.25% per annum during the availability period.
* Default interest: DIP Loans will bear default interest at the
rate described above plus (a) 3% per annum prior to the
availability period, and (b) 2.5% per annum during the availability
period.
* Termination: 180 days following entry of the Final Order.
* Fees:
-- Unused Fee: 3% prior to the availability period and 2.5%
during the availability period, of the amount of new-money
commitments.
-- Letter of Credit Fronting Fees: 0.125% of the stated
amount of each letter of credit.
-- Upfront fee: 3% of the aggregate principal amount of
new-money commitments.
-- Exit fee: 3% prior to the availability period, and 2.5%
during the availability period, of the aggregate amount of
new-money commitments.
About EdgeMarc
Headquartered in Canonsburg, Pennsylvania, EdgeMarc Energy
Holdings, LLC -- http://www.edgemarcenergy.com/-- is a locally
based natural gas exploration and production company headquartered
in Canonsburg, Pennsylvania. It is engaged in the acquisition,
production, exploration and development of natural gas and natural
gas liquids from underground deposits in the Appalachian Basin.
EdgeMarc Energy conducts its drilling and exploration activities in
the "stacked" liquid-rich Marcellus shale in Pennsylvania and dry
gas Utica shale in Ohio.
EdgeMarc Energy and its 8 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-11104) on May 15, 2019.
EdgeMarc Energy estimated assets of $100 million to $500 million
and liabilities of the same range as of the bankruptcy filing.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped LANDIS RATH & COBB LLP as counsel; DAVIS POLK &
WARDWELL LLP as corporate counsel; EVERCORE PARTNERS as investment
banker; OPPORTUNE LLC AND DACARBA LLC as financial advisor; and
PRIME CLERK LLC as claims agent.
EST GROUP: Wants to Continue Using Cash Through Mid-July 2019
-------------------------------------------------------------
EST Group, LLC requests the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the use of cash collateral as set
forth in the 90-day budget, subject to the limitation of the
proposed third interim order.
On Dec. 31, 2018, the Court entered its First Interim Order,
pursuant to which the Debtor obtained authority to use cash
collateral for a limited period of time, through Jan. 15, 2019. The
Debtor, JP Morgan Chase Bank and Dell Marketing, LLC later agreed
to the Agreed Second Interim Cash Collateral Order authorizing
Debtor's use of cash through April 15, 2019.
The Debtor, Chase and Dell have agreed to a Third Interim Order.
The Third Interim Order provides the Debtor with authority to use
cash collateral for 90 days. The parties agree that the Third
Interim Order provides adequate protection to Chase and Dell for
their interest in cash collateral for a period of 90 day, from Jan.
16, 2019 through mid-July 2019.
The Debtor has two principal secured creditors: (a) JP Morgan Chase
Bank is currently owed a balance of approximately $410,750 pursuant
to that certain line of credit, but the Debtor believes that
$393,696 to be the correct current balance; and (b) Dell Marketing,
LLC, which acquired Castle Pines Capital, LLC's rights under a
Credit Agreement, has fixed the amount of the Debtor's obligation
at $2,600,249, after allowing for an offset of $326,056. Both Chase
and Dell are secured by blanket liens on all assets of the Debtor,
with Chase in first position and Dell in the second position.
Accordingly, the Debtor seeks entry of the Third Interim Order (i)
authorizing the Debtor to use cash collateral for a period of 90
days, (ii) providing adequate protection for the interests of Chase
and Dell in cash collateral; and (iii) granting related relief,
including approval of the Debtor's 90 Day Budget, and authorizing a
carve out from cash collateral for payment of the Debtor's
professionals.
The Debtor proposes the same monthly carve outs for professionals
set forth in the Second Interim Cash Collateral Order, which are
$12,500 for bankruptcy counsel (beginning in February 2019), up to
$8,500 for the Debtor's financial advisor and virtual CFO (and his
travel expenses), and $2,500 for the Debtor's accountant, Sutton
Frost Cary.
About EST Group
EST Group, LLC -- https://www.est-grp.com/ -- is an IT solutions
company that provides integration and consulting services tailored
around automating, managing, and securing an organization's IT
environment.
EST Group, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 18-45031) on Dec. 26, 2018. In the petition signed by Timothy
B. Spires, president, the Debtor estimated $1 million to $10
million of assets and the same range of liabilities.
The case is assigned to Judge Mark X. Mullin.
Whitaker Chalk Swindle & Schwartz, PLLC, led by Robert A. Simon, is
the Debtor's counsel.
FERMARALIZ CORP: Plan Outline Hearing Scheduled for June 20
-----------------------------------------------------------
Bankruptcy Judge Edward A. Godoy will convene a hearing on June 20,
2019 at 9:30 a.m. to consider and rule upon the adequacy of
Fermaraliz Corp's disclosure statement.
Written objections to the disclosure statement must be filed and
served not less than 14 days prior to the hearing.
About Fermaraliz Corp.
Fermaraliz Corp., based in Coamo, PR, filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 18-06456) on Nov. 1, 2018. In the petition
signed by Jose F. Espada Colon, president, the Debtor disclosed
$389,300 in assets and $1,046,703 in liabilities. The Hon. Edward
A. Godoy oversees the case. Modesto Bigas Mendez, Esq., at Modesto
Bigas Law Office, is the Debtor's bankruptcy counsel.
FIRST RIVER: Bankr. Court Certifies Direct Appeal to 5th Circuit
----------------------------------------------------------------
Bankruptcy Judge Craig A. Gargotta issued a memorandum opinion in
support of a Certification of a Direct Appeal to the U.S. Court of
Appeals for the Fifth Circuit.
On March 7, 2019, the Court issued its Memorandum Opinion Granting,
In Part and Denying, In Part Agent's Motion for Summary Judgment
and Alternative Motion for Partial Summary Judgment and its
accompanying Order Granting, In Part and Denying, In Part Agent’s
Motion for Summary Judgment and Alternative Motion for Partial
Summary Judgment. On March 21, 2019, a Notice of Appeal and Motion
for Leave to Appeal were filed by the following producers who are
defendants in this case: U.S. Energy Development Corporation;
Ageron Energy, LLC; Petroedge Energy IV, LLC; Teal Natural
Resources, LLC; Crimson Energy Partners IV, LLC; Viceroy Petroleum,
LP; RLU Operating, LLC; Dewbre Petroleum Corporation; Jerry C.
Dewbre, Trustee; American Shoreline Inc.; Texpata Pipeline Company;
Aurora Resources Corporation; AWP Operating Co.; Texron Operating
LLC; Magnum Producing, LP; Magnum Engineering Company; Magnum
Operating LLC; Rock Resources, Inc.; Killam Oil Co., Ltd.; and
Energy Reserves Group, LLC. The Notice of Appeal was timely filed
under Rule 8002(a)(1), and March 21, 2019 is the “effective”
date of the Notice of Appeal under Rule 8002(a). Producers’
Notice of Appeal and Motion for Leave to Appeal were transmitted to
the United States District Court for the Western District of
Texas.
After the status hearing, plaintiff Deutsche Bank Trust Company
Americas, Agent filed Agent's Response to Producer Group
Defendants' Motion for Leave to Appeal; Alternatively, Motion for
Leave to Cross-Appeal on April 3, 2019 with the District Court that
opposed Producers' request for leave to appeal and argued, in the
alternative, that Agent should be allowed to cross-appeal the
Summary Judgment Rulings if Producers' Motion for Leave to Appeal
is granted.
Agent's Memorandum on Certification contends that the Summary
Judgment Rulings do not constitute a final, appealable judgment
because they do not dispose of all claims brought in the adversary
proceeding. Agent contends that certification would be premature
under section 158(a) because the District Court has not granted
Producers’ Motion for Leave to Appeal. As such, Agent does not
support a certification for direct appeal.
The Court agrees with Agent that the Summary Judgment Rulings did
not dispose of all claims brought in the adversary proceeding.
Therefore, the Summary Judgment Rulings constitute an interlocutory
order. Pursuant to Rule 8004, a party may request leave to appeal
an interlocutory order of a bankruptcy court by filing a notice of
appeal and a motion for leave to appeal with the bankruptcy court.
Under § 158(d)(2), courts of appeals are granted "jurisdiction of
appeals described in the first sentence of subsection (a) [of
section 158], which covers appeals from both final and
interlocutory orders." If the bankruptcy court certifies a direct
appeal of an interlocutory order entered by that court, and the
circuit court of appeals authorizes the direct appeal, then the
requirement to receive leave to appeal an interlocutory order
provided under section 158(a)(3) is satisfied. Agent's Memorandum
on Certification asserts that there is "no appealable order to
certify for direct appeal because the district court has not yet
ruled on the motion for leave to appeal." Producers complied with
Rule 8004, timely filing their Notice of Appeal and Motion for
Leave to Appeal with the bankruptcy court on March 21, 2019.
As such, this Court finds that if the Fifth Circuit authorizes this
Court's certification for direct appeal, then the leave requirement
for appeal of an interlocutory order described under 28 U.S.C.
section 158(a)(3) is satisfied.
Another issue under section 158(d)(2)(iii) is whether an immediate
appeal would materially advance the process of the case. An
immediate appeal would advance the outcome of Debtor’s bankruptcy
case. In its bankruptcy case, Debtor has a defined set of assets
that are eligible for distribution among creditors. The adversary
proceeding here between Agent and Producers serves as a declaratory
judgment action to determine extent, validity, and priority of
liens in substantially all of those assets. Determination of the
questions of law posed in this Memorandum Opinion will provide
Debtor with the finality necessary to ascertain whether Agent or
Texas Producers have a perfected, first priority lien on Debtor's
assets.
A copy of the Court's Memorandum Opinion dated April 22, 2019 is
available at https://tinyurl.com/y5x7b7ud from Pacermonitor.com at
no charge.
About First River Energy
Based in San Antonio, Texas, First River Energy, LLC --
http://www.firstriverenergy.com/-- is engaged in the oil and gas
extraction business.
First River Energy filed a Chapter 11 petition (Bankr. D. Del. Case
No. 18-10080) on January 12, 2018. In its petition signed by CEO
Deborah Kryak, the Debtor estimated total assets and debt between
$10 million and $50 million.
On January 17, 2018, the case was transferred to the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, and was assigned a new bankruptcy case number (Case No.
18-50085). Judge Craig A. Gargotta presides over the case.
The Debtor hired Akerman LLP as its legal counsel; Chipman Brown
Cicero & Cole, LLP as co-counsel; Armory Strategic Partners, LLC,
as financial advisor; Scott Avila of Armory Strategic as chief
restructuring officer; and Donlin, Recano & Company, Inc., as
claims and noticing agent.
No official committee of unsecured creditors has been appointed in
the case.
FIVE STAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Five Star Industrial Services, Inc.
104 N. College Street
Glencoe, AL 35905
Business Description: Five Star Industrial Services, Inc.
provides a range of industrial services,
including preventative and predictive
maintenance, industrial automation and
control, thermal imaging, electrical,
industrial construction services, and
industrial training classes.
Chapter 11 Petition Date: May 17, 2019
Court: United States Bankruptcy Court
Northern District of Alabama (Anniston)
Case No.: 19-40844
Judge: Hon. James J. Robinson
Debtor's Counsel: Taylor C. Crockett, Esq.
C. TAYLOR CROCKETT, P.C.
2067 Columbiana Road
Birmingham, AL 35216
Tel: 205-978-3550
Fax: 205-978-3556
E-mail: taylor@taylorcrockett.com
Total Assets: $1,765,113
Total Liabilities: $11,754,197
The petition was signed by Russell V. Olson, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/alnb19-40844_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/alnb19-40844.pdf
FOCUS FINANCIAL: S&P Alters Outlook to Positive, Affirms BB- ICR
----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Focus Financial
Partners LLC to positive from stable and affirmed its 'BB-' issuer
credit and secured debt ratings. The recovery rating on the debt
issues remains '3', indicating the rating agency's expectation for
meaningful (50%) recovery in the event of a default.
The positive outlook reflects S&P's expectation that Focus'
business will continue to strengthen and diversify while leverage
continues to decline to close to or below 4x during the next 12
months as a result of higher cash flow generation, partially offset
by further borrowing from the revolving credit facility to fund
acquisitions.
Focus' revenue generation increased by more than 37% during 2018 as
a result of both organic growth (13%) and new acquisitions,
including eight new partner firms as well as 17 mergers in
underlying partners. In line with previous years, S&P anticipates
that the company will continue to close on another 25-30
transactions in 2019, maintaining the strong momentum during the
first quarter of the year.
S&P said the positive outlook reflects its expectation that the
company will operate with leverage close to or below 4.0x during
the next 18-24 months while cash flow generation continues to
increase as a result of organic growth and acquisitions.
"We could revise the outlook to stable if leverage does not
approach 4x during the next 12 months. Furthermore, we could
consider a downgrade if leverage increases to 5.0x or above as a
result of lower cash flow generation or higher debt, or as a result
of a significant deterioration in the business," the rating agency
said.
"We could raise the ratings if the company operates with debt to
adjusted EBITDA below 4.0x and we believe that decline in leverage
will be sustained. We could also consider upgrading Focus if we
perceive that the company's business continues to strengthen and
diversify while retaining downside protection," S&P said.
Issue Ratings - Recovery Analysis
Key analytical factors
-- S&P's recovery analysis includes the company's $803 million
first-lien term loan and 85% usage of the $650 million secured
revolving credit facility signed in conjunction with the first-lien
term loan.
-- S&P applies a 5.0x multiple for all wealth managers because it
believes this represents an average multiple for wealth managers
emerging from a default scenario.
-- S&P's simulated default scenario includes substantial market
depreciation leading to a significant reduction in EBITDA
sufficient to trigger a payment default.
Simplified waterfall
-- Emergence EBITDA: $144 million
-- Multiple: 5.0x
-- Gross recovery value: $721 million
-- Net recovery value for waterfall after administrative expenses
(5%): $685 million
-- Obligor/nonobligor valuation split: 100%/0%
-- Estimated priority claims: None
-- Remaining recovery value: $684 million
-- Estimated first-lien claim: $1,363 million
-- Value available for first-lien claim: $684 million
-- Recovery range: 50%
All debt amounts include six months of prepetition interest.
FRESHSTART HOME: Seeks to Hire Bryner Crosby as Litigation Counsel
------------------------------------------------------------------
Freshstart Home Solutions, LLC, seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire a
special litigation counsel.
Freshstart Home proposes to employ Bryner Crosby, APC, to represent
the company in state court proceedings and pay the firm an hourly
fee of $400 for its services.
Bryner Crosby received a retainer in the amount of $5,000.
M. Candice Bryner, Esq., the firm's attorney who will representing
the Debtor, disclosed in court filings that she and her firm are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
M. Candice Bryner, Esq.
Bryner Crosby, APC
780 Roosevelt, Suite 206
Irvine, CA 92620
Phone: 949 371 9056
About Freshstart Home Solutions
Freshstart Home Solutions, LLC, is a real estate company that owns
in fee simple eight single-family homes in various parts of
California, with an aggregate current value of $12.2 million.
Freshstart Home Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10954) on April 18,
2019. At the time of the filing, the Debtor disclosed $14,418,487
in assets and $13,078,091 in liabilities. The case is assigned to
Judge Martin R. Barash. Totaro & Shanahan is the Debtor's legal
counsel.
GCI LLC: S&P Lowers ICR to 'B-' on Weak Operating Performance
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.
diversified telecommunications provider GCI LLC to 'B-' from 'B'
and removed it from CreditWatch, where the rating agency had placed
it with negative implications on Nov. 14, 2018. The outlook is
negative.
At the same time, S&P lowered the issue-level rating on GCI's
secured debt facilities to 'B+' from 'BB-'. The recovery rating
remains '1'. It also lowered the issue-level rating on GCI's
unsecured debt to 'B' from 'B+'. The recovery rating remains '2'
(capped).
The downgrade reflects lower-than-expected earnings stemming
primarily from a 26% reduction in the rates paid to the company
under the RHC program and an RHC funding request denial for a rural
health customer, which have pushed adjusted leverage to around
11.5x (about 10x when all cash in the GCI Liberty Inc. structure is
netted) from 7.3x on a last-quarter annualized basis at June 30,
2018. These factors have also pressured free operating cash flow
(FOCF) since the lost subsidy revenue has high margins. S&P
believes GCI will continue to generate negative FOCF and that
leverage will remain elevated if the company is unable to
successfully appeal the RHC rate reduction (which would diminish
EBITDA by $28 million, or about 9%) and the RHC funding request
denial (a $12 million dip in EBITDA, or 4%).
The negative outlook reflects the possibility of a downgrade over
the next 12 months if GCI is unable to offset lost high-margin
revenue from RHC subsidies with growth in its various business
lines, such that its liquidity position deteriorates and its
capital structure is unsustainable longer term.
"We could lower the rating if lost revenue from the RHC subsidies
is not offset by growth in its other business lines, resulting in
lower EBITDA and persistent FOCF deficits that ultimately hurt the
company's liquidity position and ability to organically reduce
leverage, leading us to assess the capital structure as
unsustainable longer term," S&P said, adding that a downgrade
incorporates the expectation that the company would not use parent
cash or sell equity to reduce leverage.
"We could revise the outlook to stable if financial performance
stabilizes, such that we have increased confidence in the company's
ability to delever. We believe that would likely come from a
favorable outcome of the company's RHC rate reduction appeal and
the RHC customer appeal to the FCC," S&P said.
GRANT STREET: Trustee Seeks to Hire Verdolino & Lowey as Accountant
-------------------------------------------------------------------
Anne White, the Chapter 11 trustee for The Grant Street, LLC, seeks
authority from the U.S. Bankruptcy Court for the District of
Massachusetts to retain Verdolino & Lowey, P.C. as her accountant.
The firm will provide these services:
a. prepare and file tax returns required by federal, state and
local law;
b. advise the trustee regarding the tax implications of asset
recovery;
c. advise the trustee with respect to the evaluation and
filing of objections to any proofs of claim submitted by the
federal and state taxing authorities;
d. assist the trustee in reviewing and examining the Debtor's
books and records with respect to potential preference and
fraudulent conveyance or transfer claims.
In addition to a $500 fixed fee to prepare the bankruptcy estate's
tax returns, Verdolino will be paid at these hourly rates for its
services:
Principals $475
Managers $275 - $415
Staff $225 - $375
Bookkeepers $225 - $235
Clerical $95
Crag Jalbert, a principal of Verdolino & Lowey, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Craig R. Jalbert
Verdolino & Lowey, P.C.
124 Washington Street, Suite 101
Foxboro, MA 02035
Phone: 508-543-1720
Fax: 508-543-4114
Email: cjalbert@vlpc.com
About the The Grant Street, LLC
The Grant Street, LLC, based in Sudbury, Massachusetts, filed a
Chapter 11 petition (Bankr. D. Mass. Case No. 18-42074) on Nov. 6,
2018. In the petition signed by David J. Howe, manager, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Elizabeth D. Katz oversees the case. Daniel W. Murray,
Esq., at The Law Offices of Daniel W. Murray, serves as the
Debtor's bankruptcy counsel.
GREAT FOOD: May Continue Using Cash Collateral Through July 31
--------------------------------------------------------------
The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York has signed a tenth interim order authorizing
Great Food Great Fun, LLC, and Professional Hospitality LLC to use
the cash collateral of secured creditors U.S. Foods, Inc./U.S.
Foodservice, Inc., Cosima Corporation, the Internal Revenue
Service, the New York State Department of Taxation and Finance,
Snap Advances, LLC, GU Capital, Tango Capital and Northwest Savings
Bank.
Each of the Debtors is authorized and permitted to use cash
collateral through July 31, 2019 in accordance with those pro forma
income and expense projections within a 5% variance.
A further hearing on the Debtors' use of cash collateral after July
31, will be held on July 29, 2019, at 10:00 a.m.
The Secured Creditors are granted rollover replacement liens in
post-petition assets of the Debtors of the same relative priority
and on the same types and kinds of collateral as they possessed
pre-petition, to the extent of cash collateral actually used and
not paid down by the Debtors, effective as of the date of filing of
the case.
As additional adequate protection to the Secured Creditors, debtor
Great Food Great Fun will make these adequate protection payments:
A. Cosima -- as adequate protection to GFGF landlord Cosima,
current rent will be paid at the rate of $1,500 per week.
Additionally, GFGF will make payments of $1,000.69 per month toward
back rental amounts owed by GFGF;
B. U.S. Foods -- all current purchase to U.S. Foods, all
current purchases will be paid COD upon delivery. Additionally,
GFGF will continue to pay $250 per week toward arrears owed; and
C. IRS -- as adequate protection to partially secured claims
of the IRS, GFGF will continue to make adequate protection payments
to the IRS at the rate of $750 per week.
As additional adequate protection to the Secured Creditors, debtor
Professional Hospitality will make these adequate protection
payments:
A. U.S. Foods -- any current purchases will be paid COD upon
delivery. Additionally, PH will pay $2,500 per week toward arrears
owed starting May 24, 2019;
B. NYS Tax – As adequate protection to the partially secured
claims of NYS Tax, PH will may payments at a rate of $1,000 per
week starting May 24, 2019.
About Great Food Great Fun and
Professional Hospitality
Great Food Great Fun LLC is a New York corporation which is doing
business as "Wing City Grille" and which operates a restaurant in
Fredonia, New York. Professional Hospitality, LLC, is a New York
corporation which is doing business as "Village Casino Restaurant"
and which operates a restaurant and banquet facilities on the
waterfront in Bemus Point, New York. The Village Casino Restaurant
is seasonal, generally operating only between May 1 and Sept. 30
each year. Great Food and Professional Hospitality are single
member limited liability corporations owned by Andrew C. Carlson,
an individual who is not in bankruptcy.
Great Food Great Fun, LLC, and Professional Hospitality, LLC, filed
Chapter 11 petitions (Bankr. W.D.N.Y. Case Nos. 17-11557 and
17-11558, respectively) on July 24, 2017.
Judge Carl L. Bucki presides over the Debtors' jointly administered
cases.
Andreozzi Bluestein LLP, serves as counsel to the Debtors.
HALCON RESOURCES: S&P Cuts ICR to CC Ahead of Likely Restructuring
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S&P Global Ratings lowered its issuer credit rating on U.S.-based
oil and gas exploration and production company Halcon Resources
Corp. to 'CC' from 'CCC+', and its issue-level rating on the
company's unsecured debt to 'CC' from 'CCC+'. The '4' recovery
rating is unchanged, indicating S&P's expectation for average
recovery (30%-50%; rounded estimate: 35%) in the event of a
default.
"The downgrade reflects our expectation that Halcon is likely to
restructure its debt given that its recent 10-Q disclosed a
going-concern qualification, driven by a likely event of default as
early as July 1," S&P said. Although Halcon has received a series
of amendments providing relief under its maximum debt to EBITDA
covenant, the rating agency said it expects the credit facility
lender's most recent action to lower the borrowing base and only
grant a waiver, as well as the company's expectation it will not
meet this covenant in the second quarter, is highly likely to
result in an event of default.
S&P also said the negative rating outlook reflects its view that
Halcon cannot repay its senior RBL facility if it's accelerated on
July 1 and will either pursue a distressed exchange or face
insolvency.
"We could lower the rating over the next few months if Halcon
pursues a distressed exchange or files for bankruptcy," S&P said.
"We would consider an upgrade if Halcon secures adequate liquidity
while continuing to operate without undertaking a debt
restructuring," the rating agency said.
HILLTOP ENERGY: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Lead Debtor: Hilltop Energy, LLC
fka Cubic Energy, Inc.
4925 Greenville Avenue, Suite 1200
Dallas, TX 75206
Business Description: Hilltop Energy and Hilltop Asset are
independent energy companies engaged in the
development and production of, and
exploration for, crude oil and natural gas.
The Debtors' oil and gas assets are
all held by Hilltop Asset and located in
Leon and Robertson Counties, Texas.
Historically, the Debtors strived to
maintain a balanced portfolio of drilling
opportunities that ranged from lower
risk, field extension wells, to the smaller
scale pursuit of appropriate, higher risk,
high reserve potential prospects. The
Debtors also focused on exploration
opportunities that could benefit from
advanced technologies designed to reduce
risks and increase success rates. Since
March 2016, the Debtors have focused on
maximizing production and minimizing costs
associated with existing wells.
Chapter 11 Petition Date: May 16, 2019
Two affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Hilltop Energy, LLC (Lead Case) 19-11122
Hilltop Asset, LLC 19-11124
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Christopher S. Sontchi
Debtors' Counsel: Katherine M. Devanney, Esq.
Norman L. Pernick, Esq.
J. Kate Stickles, Esq.
COLE SCHOTZ P.C.
500 Delaware Ave., Suite 1410
Wilmington, DE 19801
Tel: (302) 652-3131
Fax: (302) 652-3117
E-mail: npernick@coleschotz.com
kstickles@coleschotz.com
kdevanney@coleschotz.com
Debtors'
Financial
Advisor: DUNDON ADVISERS LLC
440 Mamaroneck Avenue, Fifth Floor
Harrison, New York 10528
Debtors'
Claims/
Noticing
Agent: STRETTO
https://cases.stretto.com/hilltopenergy
Hilltop Energy's
Estimated Assets: $0 to $50,000
Hilltop Energy's
Estimated Liabilities: $10 million to $50 million
The petition was signed by Claude Pupkin, manager.
A full-text copy of Hilltop Energy's petition is available for free
at:
http://bankrupt.com/misc/deb19-11122.pdf
List of Hilltop Energy's Seven Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Chase Lincoln First Commercial Money Borrowed Partially
Corporation secured.
c/o Brian M. Ercolani Value of
383 Madison Ave., Floor 03 Collateral
New York, NY 10179 is unliquidated,
but less than the
aggregate debt owed.
2. IHS Global Inc. Trade Claim $25,535
P.O. Box 847193
Dallas, TX 75284
Tel: 800-447-2273
3. Netherland, Sewell & Professional $20,059
Associates Services
2100 Ross Ave #2200
Dallas, TX 75201
Tel: 214-969-5401
4. Moss Adams Professional $10,825
13727 Noel Road, Suite 300 Services
Dallas, TX 75240
Tel: 972‐458‐2296
Fax: 972‐788‐4943
5. Dentons US LLP Professional $7,115
Dept. 3078 Services
Carol Stream, IL 60132
Tel: 214‐259‐0900
6. NuTech Energy Alliance Professional $6,000
7702 FM 1960 Services
Suite 300
Houston, TX 77346
7. Prime Clerk Professional $2,638
c/o Heidi Stern Services
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: 212‐257‐5450
HILLTOP ENERGY: Files for Chapter 11 with Prepackaged Plan
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Three years after its predecessor emerged from bankruptcy, energy
driller Hilltop Energy, LLC and affiliate Hilltop Asset, LLC,
sought Chapter 11 plan after reaching terms of a prepackaged plan
that would give ownership of the company to secured noteholder J.P.
Morgan Securities, LLC, and day-to-day operator Rivershore
Operating, LLC.
Claude A. Pupkin, manager of Hilltop Energy, explains that the
Company has been cash flow negative every year since its formation
following the chapter 11 cases of Cubic Energy, Inc., and its
affiliates, as the revenue generated by producing wells is not
sufficient to cover operating expenses and "workover" expenses,
which is maintenance capex to keep the wells flowing.
The Debtors' gross production has declined from approximately 10.5
million cubic feet per day ("mmcfd"), in March 2016 to roughly 5.0
mmcfd as of May 2019. Although the Debtors have been able to
service their debt obligations, over time, the yield of the
Debtors' producing oil and gas wells has been and may continue to
be in constant decline.
Consequently, the Debtors anticipate that they will generate less
revenue and cash flow and, ultimately, be unable to satisfy their
debt obligations before or at maturity. Although production
declines are expected in the oil and gas industry, the Debtors have
faced several unanticipated challenges since emerging from the
Cubic Chapter 11 cases. Since emergence, over 20% of the Debtors'
producing gas wells have stopped producing due to downhole
operational and/or technical issues. During this same time period,
the Debtors also invested in production uplift projects --
including an estimated $4 million on workover and/or recompletion
projects for three wells -- but the efforts to increase production
from those wells were unsuccessful. The effects of these
production problems on the Debtors' revenue have been compounded by
the weak natural gas market over the past few years.
Absent development of new wells resulting in increased
productivity, the Debtors will continue to suffer a decline in
revenue and, as a result, operating losses. These financial and
operational factors materially impair the Debtors' ability to
service their significant prepetition debts owed to the Prepetition
Secured Noteholders and also significantly impairs the value of the
Debtors' productive assets. In addition, note maturities in 2021
have compelled the Debtors to proactively address their
over-leveraged capital structure in a manner that does not disrupt
their business relationships.
Prepack Plan
In the months leading to the Petition Date, the Debtors and their
advisors entered into discussions with the Supporting Senior
Secured Noteholder regarding their revenue decline, debt load and
potential financial alternatives. Following extensive discussions,
the Supporting Senior Secured Noteholder and the Debtors agreed to
a Restructuring Support Agreement ("RSA") that included two
additional parties: Rivershore and Chase Lincoln First Commercial
Corporation.
Through the RSA, the Parties agreed to implement a financial
restructuring of the Company's indebtedness and other obligations
which will transfer control of the Debtors to the Senior Secured
Noteholder and Rivershore. The RSA binds the Parties to implement
a series of transactions necessary to restructure the Debtors'
prepetition debts through confirmation of the consensual,
prepackaged Plan, including, without limitation, requiring the
Debtors to (a) file the Chapter 11 cases on or before May 15, 2019
(which was extended by agreement of the Parties), (b) make a good
faith effort to secure entry of an order confirming the Plan within
37 days after the Petition Date, and (c) substantially consummate
the Plan within two business days after entry of an order
confirming the plan.
The RSA and consensual Plan contemplate prompt emergence from
chapter 11 with the following key terms:
* all Senior Secured Notes will be cancelled, and the Holder of
all Allowed Senior Secured Notes Claims, or its assignee or
designee, will receive (1) 100% of the Reorganized Energy Debtor
Membership Interests and (2) $1,470,000 in Cash from the Exit
Facility proceeds. This will eliminate the Debtors' secured note
debt, removing approximately $53 million in secured obligations
from the Debtors' consolidated balance sheet.
* in consideration for certain commitments and obligations by
Rivershore, including amendment of the RMA and certain financial
accommodations, 55% of the equity of Reorganized Asset ("Newco")
will be issued to Rivershore, and the remaining 45% of Newco will
be issued to Reorganized Energy;
* existing equity interests in Hilltop Energy and Hilltop Asset
will be canceled and discharged;
* CLFCC will provide an Exit Facility for the Company's use on
emergence from the prepackaged chapter 11 bankruptcy; and
* all other Allowed Claims will be satisfied in full, including
payment of Allowed General Unsecured Claims in the ordinary course
of the Debtors' business.
In addition, in connection with the RSA, the Debtors, as borrowers,
and CLFCC, as lender, entered into a Financing Agreement and
promissory note whereby CLFCC agreed to provide $530,000 short term
unsecured financing to the Debtors in order to fund professional
fee obligations incurred or to be incurred in connection with
preparation, filing and prosecution of the Chapter 11 Cases as
contemplated by the RSA. Upon the occurrence of the Effective
Date, (i) all obligations under the promissory note will be "rolled
into" the principal amount of the Exit Facility, and become payment
obligations of the borrowers thereunder pursuant to the terms of
the Plan and the Exit Facility; and (ii) thereafter, the promissory
note shall be deemed cancelled, and null and void, and any claim in
the Chapter 11 Cases will be deemed satisfied.
According to the Disclosure Statement, holders of Senior Secured
Notes Claims will have a 9% recovery and holders of general
unsecured claims will have a 100% recovery.
The Court will hold a combined a hearing to consider approval of
the Disclosure Statement and confirmation of the Plan on June 25,
2019, at 12:00 p.m. (prevailing Eastern Time). Objections to
confirmation of the Plan are due June 7.
A copy of the affidavit in support of the first-day motions is
available at:
http://bankrupt.com/misc/Hilltop_11_1st_Day_Affidavit.pdf
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/Hilltop_12_Disc_Statement.pdf
About Hilltop Energy
Hilltop Energy, LLC and Hilltop Asset, LLC are independent energy
companies engaged in the development and production of, and
exploration for, crude oil and natural gas. Their oil and gas
assets are all held by Hilltop Asset and located in Leon and
Robertson Counties, Texas. Hilltop's properties are manged by
Rivershore Operating, LLC.
Hilltop Energy's predecessor, Cubic Energy, Inc., sought Chapter 11
bankruptcy protection in 2015 and emerged from bankruptcy in 2016
with a plan that gave membership interests in the company to
holders of secured notes.
Hilltop Energy and Hilltop Asset sought Chapter 11 protection
(Bankr. D. Del. Lead Case NO. 19-11122) on May 16, 2019 with a
prepackaged plan that will convert $53 million owed to secured
noteholders into equity in reorganized Hilltop.
Hilltop Energy estimated assets of up to $50,000 and liabilities of
$10 million to $50 million
The Hon. Christopher S. Sontchi is the case judge.
The Debtors tapped Cole Schotz P.C. as counsel; Dundon Advisers LLC
as financial advisor; and STRETTO as claims agent.
HOME BOUND HEALTHCARE: Seeks Authority to Use Cash Collateral
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Home Bound Healthcare, Inc., requests the U.S. Bankruptcy Court for
the Northern District of Illinois to authorize the use of cash
collateral.
The Debtor intends to use cash collateral for 90 days to continue
the operation of its home care health business and to reorganize
its financial affairs. The Debtor has agreed to limit its use of
the cash collateral to 110% of the expenditures set forth on the
Budget.
The Debtor believes that the income it generates may be cash
collateral in which the Internal Revenue Service and Illinois
Department of Revenue have an interest. The Debtor owes more than
$2 million to the IRS and more than $100,000 to the IDOR pursuant
tax liens filed against the Debtor.
About Home Bound Healthcare
Home Bound Healthcare, Inc., is a home health care company that
offers outpatient therapy, nursing, occupational, and
rehabilitation services.
Home Bound Healthcare, based in Flossmoor, IL, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 19-05760) on March 5, 2019. In
the petition signed by Julieta Mitra, president, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities. The Hon. Janet S. Baer oversees the case.
John D. Ioakimidis, Esq., at John D. Ioakimidis, Attorney at Law,
serves as bankruptcy counsel.
HORIZON PHARMA: Moody's Rates New Sr. Secured Term Loan 'Ba1'
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Moody's Investors Service assigned a Ba1 rating to the new senior
secured term loan of Horizon Pharma USA, Inc., a subsidiary of
Horizon Therapeutics plc. There are no changes to Horizon's
existing ratings including the Ba3 Corporate Family Rating, the
Ba3-PD Probability of Default Rating, the Ba1 senior secured
rating, the B1 senior unsecured rating and the SGL-1 Speculative
Grade Liquidity Rating. The outlook remains unchanged at stable.
Proceeds of the term loan are for the repayment of an existing term
loan. The refinancing is credit-positive because it extends
Horizon's maturity profile.
Rating assigned:
Issuer: Horizon Pharma USA, Inc.
Senior secured term loan due 2026, at Ba1 (LGD2)
RATINGS RATIONALE
Horizon's Ba3 Corporate Family Rating reflects its modest size
compared to peers in the global pharmaceutical industry with annual
revenue of about $1.2 billion. Horizon's efficient operating
structure, with high profit margins and a low tax rate, results in
good cash flow. Horizon's drugs for rare diseases have high price
points, solid growth potential, and generally high barriers to
entry. Key pipeline opportunities include the thyroid eye disease
drug teprotumumab and expanding uses of Krystexxa. Moody's
anticipates that the company will continue successfully
transitioning towards rare and orphan diseases, and away from
primary care products, which face rising pricing pressure.
Financial leverage is modestly high with debt/EBITDA of 3.8x at
March 31, 2019, but growth in earnings will drive deleveraging
absent large debt-financed acquisitions. Risk factors include
declining trends in the primary care business, pipeline execution
risk and unresolved legal exposures. Product concentration is
somewhat high, with the top three drugs generating over half of
sales.
The rating outlook is stable reflecting Moody's expectation for
solid growth in Horizon's orphan disease and rheumatology products
and gross debt/EBITDA sustained below 4.5x.
Factors that could lead to an upgrade include: successful
commercial uptake of teprotumumab; solid organic revenue growth;
improving product diversity; and resolution of the outstanding
Department of Justice subpoena into marketing and commercialization
practices. Specifically, debt/EBITDA sustained below 4.0 times
could support an upgrade.
Factors that could lead to a downgrade include erosion in cash flow
that may arise from declining volumes, significant pricing
pressure, or generic competition for key products. Significant
pipeline setbacks, shareholder-friendly changes in capital
structure, or an escalation of legal risks could also pressure the
ratings. Specifically, debt/EBITDA sustained above 5.0 times could
lead to a downgrade.
Headquartered in Lake Forest, Illinois, Horizon Pharma USA, Inc.,
is an indirect wholly-owned subsidiary of Dublin, Ireland-based
Horizon Pharma plc. Horizon is a publicly-traded pharmaceutical
company focused on developing and commercializing innovative
medicines that address unmet treatment needs for rare and rheumatic
diseases. Net annual revenues total approximately $1.2 billion.
The principal methodology used in this rating was Pharmaceutical
Industry published in June 2017.
HOSPITAL ACQUISITION: Seeks to Hire Berkeley as Financial Advisor
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Hospital Acquisition LLC and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to hire
Berkeley Research Group, LLC as their financial advisor.
The services Berkeley will provide are:
(a) prepare the Debtors' 13-week cash flow forecast, schedules
of assets and liabilities, and statements of financial affairs;
(b) assist the Debtors with post-petition financial recording
and reporting;
(c) assist the Debtors in the sale of their assets and other
potential transactions, including debtor-in-possession financing;
and
(d) advise the Debtors' management team on restructuring
strategy issues.
The hourly rates for the firm's professionals are:
Managing Director $775 - $1,050
Director $595 - $815
Professional Staff $275 - $720
Support Staff $150 - 275
Stephen Coulombe, managing director of Berkeley, attests that his
firm is a "disinterested person" as that term is defined in Section
101(14) and that the firm neither holds nor represents any interest
adverse to the Debtors' estates.
Berkeley Research can be reached at:
Stephen Coulombe
Berkeley Research Group, LLC
70 W. Madison Street, Suite 5000
Chicago, IL 60602
Tel: (312) 429-7900
About Hospital Acquisition
Headquartered in Plano, Texas, and founded in 1992, Hospital
Acquisition LLC and its affiliates are operators of long-term
acute care hospitals.
Hospital Acquisition LLC and its subsidiaries sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case
No. 19-10998) on May 6, 2019. The petition was signed by James
Murray, chief executive officer and manager. The Debtor had
estimated assets of $100 million to $500 million and liabilities of
$100 million to $500 million.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP and Young
Conaway Stargatt & Taylor, LLP as counsel; Houlihan Lokey, INC. as
financial advisor; BRG Capital Advisors LLC as investment banker;
and Prime Clerk LLC as claims and noticing agent.
HOSPITAL ACQUISITION: Seeks to Hire Young Conaway as Co-Counsel
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Hospital Acquisition LLC and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to hire
Young Conaway Stargatt & Taylor, LLP.
Young Conaway will serve as co-counsel with Akin Gump Strauss Hauer
& Feld LLP, the other firm handling the Debtors' Chapter 11 cases.
The services to be provided by Young Conaway include advising the
Debtors of their powers and duties in the continued operation of
their business, and assisting them in the preparation of a
bankruptcy plan.
The firm will be paid at these hourly rates:
M. Blake Cleary $890
Jaime Luton Chapman $600
Joseph M. Mulvihill $460
Betsy L. Feldman $340
Debbie Laskin (paralegal) $295
M. Blake Cleary, Esq., a partner at Young Conaway, assured the
court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Cleary, Esq., disclosed the following information:
a. Young Conaway has not agreed to a variation of its standard
or customary billing arrangements for its employment with the
Debtors;
b. no Young Conaway professional has varied his rate based on
the geographic location of the Debtors' cases;
c. Young Conaway was retained by the Debtor pursuant to an
engagement agreement dated March 29, 2019; and
d. The Debtors have approved or will be approving a
prospective budget and staffing plan for Young Conaway's engagement
for the post-petition period as appropriate. In accordance with the
U.S. Trustee Guidelines, the budget may be amended as necessary to
reflect changed or unanticipated developments.
Young Conaway can be reached through:
M. Blake Cleary, Esq.
Jaime Luton Chapman, Esq.
Joseph M. Mulvihill, Esq.
Betsy L. Feldman, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Phone: 302-571-6600
Fax: 302-571-1253
About Hospital Acquisition
Headquartered in Plano, Texas, and founded in 1992, Hospital
Acquisition LLC and its subsidiaries are operators of long-term
acute care hospitals.
Hospital Acquisition LLC and its subsidiaries sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case
No. 19-10998) on May 6, 2019. The petition was signed by James
Murray, chief executive officer and manager. The Debtor had
estimated assets of $100 million to $500 million and liabilities of
$100 million to $500 million.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP and Young
Conaway Stargatt & Taylor, LLP as counsel; Houlihan Lokey, INC. as
financial advisor; BRG Capital Advisors LLC as investment banker;
and Prime Clerk LLC as claims and noticing agent.
HUDSON RIVER TRADING: S&P Rates $498MM Sec. Term Loan B 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating on Hudson River
Trading LLC's $498 million senior secured term loan B due 2025.
This amends the firm's existing term loan and adds an incremental
$100 million.
The company will use the additional proceeds for general corporate
purposes and trading capital for its market-making business. S&P
sees the issuance as opportunistic and expect the firm to deploy
the additional trading over time. The issue has no impact on the
issuer credit rating on Hudson River because S&P expects the
company's risk-adjusted capital ratio to remain in line with the
current ratings at above 11%.
Ratings List
Hudson River Trading LLC
Issuer Credit Rating BB-/Stable/--
New Rating
Hudson River Trading LLC
Senior Secured
US$498 mil sr secd term loan B due 2025 BB-
INSYS THERAPEUTICS: May Be Forced to Bankruptcy Over Cash Crunch
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Insys Therapeutics Inc. said May 13, 2019, that a cash crunch
resulting from legal costs related to a U.S. Justice Department
probe into sales practices for the company's powerful opioid
medication and other litigation may lead the company to file for
bankruptcy and prevent it from completing its settlement deal with
the Justice Department.
Insys recently filed its Form 10-Q, disclosing a net loss of $123.8
million on $7.63 million of net revenue in the three months ended
March 31, 2019, compared a net loss of $20.48 million on $23.911 of
net revenue in the same period in 2018.
A copy of the Form 10-Q is available at:
https://insysrx.gcs-web.com/node/11421/html
While the company has no outstanding debt, Insys notes that
available liquidity is limited to $87.6 million in cash and cash
equivalents and investments as of March 31, 2019, and the company
expects to have continued negative cash flows from operating
activities.
The company has experienced recurring and increasing losses from
operations over the previous 18 months due to significant declines
in the TIRF market and significant legal expenses resulting from
the investigation by the US Department of Justice ("DOJ") and other
significant litigation matters to which we are subject.
The Company has estimated liabilities of $240.3 million as of March
31, 2019 for proposed settlements of its various litigation
matters, and there are other matters for which it has not been able
to determine a reasonable estimated loss. Furthermore, the Company
is uncertain if it will be able to complete a final settlement with
the DOJ because of the company's inability to fulfill demands made
by the DOJ, including the execution of a security agreement related
to the assets of the company to collateralize payments under the
settlement.
"These factors raise substantial doubt about the company's ability
to continue as a going concern within one year of the issuance date
of the unaudited condensed consolidated financial statements," the
Company said.
"If we are unable to continue as a going concern, we may have to
liquidate our assets and may receive less than the value at which
those assets are carried on our audited consolidated financial
statements, and it is likely that investors will lose all or a part
of their investment."
"Management's plans, in order to meet our operating cash flow
requirements, include the pursuit of strategic alternatives related
to the sale or licensing of the Company's assets. As previously
disclosed, on November 5, 2018, the company announced a process to
review strategic alternatives for its portfolio of opioid-related
assets, including SUBSYS(R), as well as formulations of
buprenorphine and the combination of buprenorphine/naloxone. There
are no assurances that the company will be successful in
implementing a strategic plan for the sale of its assets in order
to address its impending liquidity constraints. If the company
cannot successfully implement its strategic plan for the sale of
its assets, and/or reach an agreement with the DOJ, its liquidity,
financial condition and business prospects will be materially and
adversely affected. Accordingly, it may be necessary for the
company to file a voluntary petition for relief under Chapter 11 of
the United States Bankruptcy Code in order to implement a
restructuring. Therefore, trading in our securities is highly
speculative. Our Board of Directors has not made any decisions
related to any strategic alternatives at this time."
About INSYS Therapeutics
INSYS Therapeutics is a specialty pharmaceutical company that
develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, INSYS is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. INSYS is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
INSYS THERAPEUTICS: Widens Net Loss to $123.8M in First Quarter
---------------------------------------------------------------
Insys Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission on May 13, 2019, its quarterly report on Form
10-Q disclosing a net loss of $123.8 million on $7.63 million of
net revenue for the three months ended March 31, 2019, compared to
a net loss of $20.37 million on $23.91 million of net revenue for
the three months ended March 31, 2018.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
Gross margin was 40.0 percent for the first quarter of 2019,
compared to 90.8 percent in the same period of 2018 due to
write-off of excess inventory.
Sales and marketing investment was $4.1 million for the first
quarter of 2019, compared to $9.1 million for the first quarter of
2018 as a result of managing commercial resources in line with
market conditions.
Research and development investment decreased to $10.5 million for
the first quarter of 2019, compared to $12.3 million for the first
quarter of 2018 due to fluctuations in the timing of clinical
trials.
General and administrative expense of $11.0 million for the first
quarter of 2019 increased as compared to $9.6 million in the first
quarter of 2018 as a result of professional advisory fees.
Legal expense increased to $25.7 million for the first quarter of
2019, compared to $10.3 million in the first quarter of 2018, as a
result of the Company's legal proceedings, including expenses
associated with indemnification of John Kapoor in connection with
his trial, which represented $18.1 million of the first quarter
2019 expense. Management is disputing the reasonableness of
certain indemnification-related expenses for this quarter and prior
periods.
The Company accrued $73.9 million for potential contingent losses
related to outstanding legal matters in the first quarter of 2019
compared to $0.7 million in the first quarter of 2018.
Income tax expense of $1.2 million for the first quarter of 2019
compared to an expense of $0.2 million during the first quarter of
2018.
Adjusted EBITDA loss for the first quarter of 2019 was ($44.1
million), compared to Adjusted EBITDA loss of ($14.9 million) in
the prior-year quarter.
The Company had $87.6 million in cash, cash equivalents and
short-term and long-term investments with no debt outstanding as of
Mar. 31, 2019.
Liquidity Update
As of March 31, 2019, the Company had an accumulated deficit of
$459.9 million, negative cash flows of $16.7 million from operating
activities for the three months ended March 31, 2019, and
significant ongoing legal expenses.
Insys said that while it has no outstanding debt, available
liquidity is limited to $87.6 million in cash and cash equivalents
and investments as of March 31, 2019, and the Company expects to
have continued negative cash flows from operating activities. The
Company has experienced recurring and increasing losses from
operations over the previous 18 months due to significant declines
in the TIRF market and significant legal expenses resulting from
the investigation by the US Department of Justice and other
significant litigation matters to which the Company is subject.
The Company has estimated liabilities of approximately $240.3
million as of March 31, 2019 for proposed settlements of its
various litigation matters, and there are other matters for which
the Company has not been able to determine a reasonable estimated
loss. Furthermore, the Company is uncertain if it will be able to
complete a final settlement with the DOJ because of its inability
to fulfill demands made by the DOJ, including the execution of a
security agreement related to the assets of the company to
collateralize payments under the settlement. The Company said
these factors raise substantial doubt about its ability to continue
as a going concern within one year of the issuance date of the
unaudited condensed consolidated financial statements.
"If we are unable to continue as a going concern, we may have to
liquidate our assets and may receive less than the value at which
those assets are carried on our audited consolidated financial
statements, and it is likely that investors will lose all or a part
of their investment."
Management's plans, in order to meet the Company's operating cash
flow requirements, include the pursuit of strategic alternatives
related to the sale or licensing of the Company's assets. As
previously disclosed, on Nov. 5, 2018, the Company announced a
process to review strategic alternatives for its portfolio of
opioid-related assets, including SUBSYS, as well as formulations of
buprenorphine and the combination of buprenorphine/naloxone. There
are no assurances that the company will be successful in
implementing a strategic plan for the sale of its assets in order
to address its impending liquidity constraints. If the company
cannot successfully implement its strategic plan for the sale of
its assets, and/or reach an agreement with the DOJ, its liquidity,
financial condition and business prospects will be materially and
adversely affected.
Bankruptcy Warning
Insys stated it may seek the protection of the U.S. Bankruptcy
Court, which may harm its business, adversely affect its ability to
retain key personnel, and result in a loss of value for its
stockholders.
The Company has engaged financial and legal advisors to assist it
in, among other things, analyzing various strategic alternatives to
address its liquidity and capital structure. However, there can be
no assurance that the strategic review will be successful, and a
filing under Chapter 11 may be unavoidable.
Insys said, "Seeking Bankruptcy Court protection could have a
material adverse effect on our business, financial condition,
results of operations and liquidity. So long as the process
related to a Chapter 11 proceeding continues, our senior management
would be required to spend a significant amount of time and effort
dealing with the reorganization instead of focusing exclusively on
our business operations. Bankruptcy Court protection also might
make it more difficult to retain management and other key personnel
necessary to the success and growth of our business. In addition,
the longer a Chapter 11 proceeding continues, the more likely it is
that our customers would lose confidence in our ability to
reorganize our businesses successfully and would seek to establish
alternative commercial relationships. Therefore, trading in our
securities is highly speculative and poses substantial risks."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/8GjS0u
About INSYS
Headquartered in Chandler, Arizona, INSYS Therapeutics --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, INSYS is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. INSYS is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
Insys Therapeutics reported a net loss of $124.50 million for the
year ended Dec. 31, 2018, compared to a net loss of $226.8 million
for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company
had $192.5 million in total assets, $235.62 million in total
liabilities, and a total stockholders' deficit of $43.10 million.
BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered losses and negative cash flows from operations
and expects uncertainty in generating sufficient cash to meet its
legal obligations and settlements and sustain its operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
INVENSURE INSURANCE: Case Summary & 7 Unsecured Creditors
---------------------------------------------------------
Debtor: Invensure Insurance Brokers, Inc.
aka Sherman Parent Prince Fleming Insurance Broker
17991 Cowan
Irvine, CA 92614
Business Description: Invensure Insurance Brokers --
http://www.invensure.com/-- is an insurance
brokerage firm in Irvine, California that
offers business insurance, personal
insurance, and employee benefits insurance.
Chapter 11 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Case No.: 19-11889
Judge: Hon. Scott C. Clarkson
Debtor's Counsel: Carol Chow, Esq.
Theodore B. Stolman, Esq.
FREEMAN, FREEMAN & SMILEY, LLP
1888 Century Park East, Suite 1900
Los Angeles, CA 90067
Tel: 310-255-6100
Fax: 310-255-6208
E-mail: carol.chow@ffslaw.com
ted.stolman@ffslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Parent, CEO.
A copy of the Debtor's list of seven unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb19-11889_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb19-11889.pdf
ISRS REALTY: Unsecureds to Get Up to 100% of Allowed Claims
-----------------------------------------------------------
ISRS Realty LLC and IRS Realty LLC filed a disclosure statement in
connection with their joint chapter 11 plan of reorganization dated
May 3, 2019.
The Plan will be funded with the net proceeds from (a) the sale or
refinance of the ISRS Property and (b) the sale or refinance of the
IRS Property. The sale or refinance of the ISRS Property and IRS
Property, as applicable, following Confirmation of the Plan, will
not be subject to any stamp or similar transfer or mortgage
recording tax pursuant to section 1146(a) of the Code because they
be refinanced or sold under the Plan and after the Effective Date.
Class 5 consist of the ISRS Unsecured Claims. Holders of Allowed
Class 5 Unsecured Claims in the estimated aggregate amount of
$35,000 will receive (a) in the event of a refinance of the ISRS
Property, 100% of their Allowed Claims, without interest, from the
Distribution Fund on the ISRS Sale Closing Date or (b) in the event
of a sale of the ISRS Property, a Pro Rata portion of the remaining
Distribution Fund derived from the ISRS Sale proceeds, if any,
after the payment of all ISRS Administrative, Priority,
post-Effective Date legal fees and Class 1 and Class 3 Allowed
Secured Claims in full, within 10 business days of the ISRS Sale
Closing Date, up to 100% of their Allowed Claims, with no
post-Petition Date interest thereon. Class 5 Allowed Unsecured
Claims are impaired and are permitted to vote on the Plan.
Class 6 consists of the IRS Unsecured Claims. Holders of Allowed
Class 6 Unsecured Claims in the estimated aggregate amount of
$22,000 will receive (a) in the event of a refinance of the IRS
Property, 100% of their Allowed Claims, without interest, from the
Distribution Fund on the IRS Sale Closing Date, or (b) a Pro Rata
portion of the remaining Distribution Fund derived from the IRS
Sale proceeds, if any, after the payment of all IRS Administrative,
Priority, post-Effective Date legal fees and Class 2 and Class 4
Allowed Secured Claims in full, within 10 business days of the IRS
Sale Closing Date, up to 100% of their Allowed Claims, with no
post-Petition Date interest thereon. Class 6 Allowed Unsecured
Claims are impaired and are permitted to vote on the Plan.
The Debtor will continue to market the ISRS Property and IRS
Property post-confirmation and will continue to engage a real
estate broker and/or mortgage broker to assist in such efforts, in
order to refinance or sell and liquidate the ISRS Property and IRS
Property for the highest and best price on or before the respective
Sale Closing Dates. Upon Closing, the proceeds of refinance or sale
will be distributed to holders of Claims and Interests.
A copy of the Disclosure Statement dated May 3, 2019 is available
at https://tinyurl.com/yxfvf83y from Pacermonitor.com at no charge.
About ISRS Realty
ISRS Realty and IRS Realty are single asset real estate debtors (as
defined in 11 U.S.C. Section 101(51B)).
ISRS Realty and IRS Realty each filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 18-23867 and 18-23868, respectively) on Dec. 5, 2018. In
the petitions signed by Dr. Rajeev Sindhwani, managing member, the
Debtors each estimated $1 million to $10 million in both assets and
liabilities.
Julie Cvek Curley, Esq., and Erica R. Aisner, Esq., at DelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtors'
counsel.
ITALO-AMERICAN CITIZENS: To Pay Duquesne Light $907 at 6% Interest
------------------------------------------------------------------
Italo-American Citizens Club filed with the U.S. Bankruptcy Court
for the Western District of Pennsylvania a disclosure statement
relating to its chapter 11 plan dated May 3, 2019.
Class 3 under the plan consists of the unsecured claim of Duquesne
Light Company in the amount of $907.58 and will be paid at 6%
interest over 1 year with 12 equal monthly payments of $78.11.
Payments will commence on the effective date and be paid before the
10th day of every month until the claim is paid in full
Source of funds for plan payments will be derived from Debtor's
ongoing operations.
A copy of the Disclosure Statement dated May 3, 2019 is available
at https://tinyurl.com/y2q9fg7u from Pacermonitor.com at no charge.
About Italo-American Citizens Club
Italo-American Citizens Club, a private club located at 1130 Rodi
Road, Turtle Creek, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 18-24283) on Nov. 1, 2018,
estimating under $500,000 in assets and under $100,000 in
liabilities. The petition was signed by Joseph M. Henry, financial
advisor. Thompson Law Group, P.C., led by principal Brian C.
Thompson, serves as the Debtor's legal counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's bankruptcy case.
JAZPAL LLC: Court Denies Approval of Disclosure Statement
---------------------------------------------------------
Bankruptcy Judge David E. Rice issued an order denying approval of
Jazpal, LLC's disclosure statement dated March 5, 2019.
About Jazpal LLC
Jazpal, LLC, a single asset real estate, owns a commercial real
property in Harford County Maryland known as 1827 Mountain Road,
Joppa MD. The property consists of several lots and two leasehold
interests.
Jazpal, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 18-21681) on Sept. 4, 2018. At the
time of the filing, the Debtor estimated assets and debt of $1
million to $10 million. Judge David E. Rice presides over the
case. The Law Offices of David W. Cohen is the Debtor's counsel.
JAZZ ACQUISITION: S&P Alters Outlook to Positive, Affirms B- ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Jazz Acquisition Inc. to
positive from stable, and affirmed its ratings, including its 'B-'
issuer credit rating.
The positive outlook reflects S&P's expectation that Jazz's credit
metrics will continue to improve in 2019, after a stronger than
expected 2018.
"We expect it to continue to increase revenue from new parts
manufacturer approval (PMA) parts, new repair capabilities, and
additional distribution lines. This will drive earnings improvement
along with additional facility restructuring, increase economies of
scale, and improve operational efficiencies," S&P said, adding that
it will improve debt to EBITDA to 6.7x-7.1x in 2019 from 7.7x in
2018.
"We could raise our ratings on Jazz over the next 12 months if debt
to EBITDA declines below 7x and we expect it to remain there,
including likely acquisitions, and free operating cash flow (FOCF)
to debt approaches 5%. This would likely be driven by good revenue
growth from continued new business wins and improved operational
efficiency improving margins in 2020," S&P said. This could also
occur if Jazz uses free cash flow to repay additional debt instead
of bolt-on acquisitions, according to the rating agency.
"We could revise our outlook on Jazz back to stable over the next
12 months if debt to EBITDA remains above 7x and we do not expect
it to improve. This would likely occur if margins remain weaker due
to limited impact from current operational efficiency initiatives,
revenue does not increase as expected, or if Jazz undertakes a
larger than expected acquisition," S&P said, adding that it could
also revise the outlook back to stable or downgrade the company if
it cannot refinance or extend the June 2019 maturity on the
revolver and the rating agency feels there is a liquidity concern.
JCM INSURANCE: Seeks Court Appproval to Hire Accountant
-------------------------------------------------------
JCM Insurance, Inc., seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire an accountant.
The Debtor proposes to employ Dianne Briery, a certified public
accountant based in Jacksonville, Fla., to prepare its monthly
operating reports.
The Debtor will pay the accountant a monthly fee of $250 for her
services.
Ms. Briery disclosed in court filings that she does not represent
any interest adverse to the Debtor and its bankruptcy estate.
Ms. Briery maintains an office at:
Dianne Briery, CPA
12627 San Jose Blvd., Suite 601
Jacksonville, FL 32223-8642
Phone: (904) 880-3200
About JCM Insurance Inc.
JCM Insurance, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01691) on May 6,
2019. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. The
Debtor is represented by the Law Offices of Mickler & Mickler.
JUNGERMAN FARM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jungerman Farm Corporation
6638 S. HWY C
Harwood, MO 64750
Business Description: Jungerman Farm Corporation is a privately
held company in the crop farming industry.
Chapter 11 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Western District of Missouri (Kansas City)
Case No.: 19-41257
Judge: Hon. Dennis R. Dow
Debtor's Counsel: Ronald S. Weiss, Esq.
BERMAN DELEVE KUCHAN & CHAPMAN, LLC
1100 Main Street, Suite 2850
Kansas City, MO 64105
Tel: 816-471-5900
Fax: 816-842-9955
E-mail: rweiss@bdkc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Angelia Buesing, secretary/treasurer.
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/mowb19-41257.pdf
KNOLL'S INC: Seeks to Hire Eron Law as Legal Counsel
----------------------------------------------------
Knolls, Inc. seeks authority from the U.S. Bankruptcy Court for the
District of Kansas to hire Eron Law, P.A. as its legal counsel.
The professional services Eron Law will provide are:
a) advise the Debtor of its rights, powers and duties
including those with respect to the operation and management of its
farm;
b) assist in the negotiation and documentation of financing
agreements, cash collateral orders and related transactions;
c) investigate the nature and validity of liens asserted
against the Debtor and advise the Debtor concerning the
enforceability of those liens;
d) take necessary actions to collect income and assets, and
recover property for the benefit of the Debtor's estate; and
e) assist the Debtor in the formulation, negotiation and
promulgation of a Chapter 11 plan.
Eron Law's hourly rates are:
David Eron $300
January Bailey $225
Laura Prelle $100
Paralegal/Legal Assistant $85
David Eron, Esq., chief executive officer of Eron Law, attests that
he and his firm are "disinterested persons" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David P. Eron, Esq.
Eron Law, P.A.
229 E. William, Suite 100
Wichita, KS 67202
Tel: 316-262-5500
Fax: 316-262-5559
Email: david@eronlaw.net
About Knoll's Inc.
Knoll's, Inc. is a privately held company in Garden City, Kan.,
which operates in the crop farming industry.
Knoll's filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case
No. 19-10795) on May 3, 2019. In the petition signed by Robert
Knoll, president, the Debtor estimated $1,378,823 in assets and
$6,504,194 in liabilities.
On May 3, 2019, a motion was filed requesting for the joint
administration of the Debtor's case with those of Robert Joseph
Knoll and Patricia Marie Knoll (Bankr. D. Kan. Case No. 19-10796)
and Scott Allen Knoll (Bankr. D. Kan. Case No. 19-10797).
Judge Robert E. Nugent presides over the Debtor's case. David P.
Eron, Esq. at Eron Law, P.A. is the Debtor's legal counsel.
KNOLL'S INC: Seeks to Hire Keller & Miller as Accountant
--------------------------------------------------------
Knolls, Inc. seeks authority from the U.S. Bankruptcy Court for the
District of Kansas to hire an accountant.
The Debtor proposes to employ Keller & Miller Certified Public
Accountants, LLP to prepare and file its federal and state income
tax returns and its monthly operating reports.
Jeffry Clarke, the firm's accountant who will be primarily
responsible for providing the services, will charge an hourly fee
of $277. The current rate for associate accountants is $209 per
hour.
Mr. Clarke assured the court that neither he nor any member of the
firm represents any interest adverse to the Debtor's estate.
The firm can be reached through:
Jeffry A. Clarke, CPA
Keller & Miller
401 N Campus Dr.
Garden City, KS 67846
Phone: +1 620-275-6883
About Knoll's Inc.
Knoll's, Inc. is a privately held company in Garden City, Kan.,
which operates in the crop farming industry.
Knoll's filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case
No. 19-10795) on May 3, 2019. In the petition signed by Robert
Knoll, president, the Debtor estimated $1,378,823 in assets and
$6,504,194 in liabilities.
On May 3, 2019, a motion was filed requesting for the joint
administration of the Debtor's case with those of Robert Joseph
Knoll and Patricia Marie Knoll (Bankr. D. Kan. Case No. 19-10796)
and Scott Allen Knoll (Bankr. D. Kan. Case No. 19-10797).
Judge Robert E. Nugent presides over the Debtor's case. David P.
Eron, Esq. at Eron Law, P.A. is the Debtor's legal counsel.
LNB-002-2013: Exclusive Plan Filing Period Extended to June 27
--------------------------------------------------------------
Judge Robert Mark of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which LNB-002-2013,
LLC has the exclusive right to file a Chapter 11 plan through June
27, and to solicit acceptances for the plan through Aug. 27 .
The extension will give the company more time to negotiate with
creditors and its lender on a consensual plan, according to court
filings.
About LNB-002-2013 LLC
LNB-002-2013, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20502) on Aug. 28,
2018. In the petition signed by Laurent Benzaquen, manager LNB
Capital LLC, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000. The Debtor tapped Joel M.
Aresty P.A. as its legal counsel. No official committee of
unsecured creditors has been appointed in the case.
LUCID ENERGY II: Fitch Cuts IDR to B+ & Alters Outlook to Negative
------------------------------------------------------------------
Fitch Ratings has downgraded Lucid Energy Group II Borrower, LLC's
Long-Term Issuer Default Rating to 'B+' from 'BB-' and senior
secured term loan B rating to 'BB-'/'RR3' from 'BB+'/'RR1'. In
addition, Fitch has assigned a senior secured rating of 'BB-'/'RR3'
to the proposed senior secured term loan B-2 facility. The proposed
senior secured term loan B-2 is expected to rank pari pasu to the
existing $950 million senior secured term loan B. The Outlook has
been revised to Negative from Stable. Fitch has reviewed the
preliminary documentation for the term loan B-2 offering; the
assigned rating assumes there will be no material variation from
the draft previously provided.
Lucid proposes to issue a $100 million senior secured term loan B-2
to fund capex needed for a new gas processing facility in the
Delaware basin. The new processing plant is expected to be in
service 2H19.
The downgrades reflect higher expected near-term leverage in 2019
and 2020, driven by slower than previously anticipated volume
growth from Lucid's acreage dedicated producers. The increased
borrowing coupled with slower than expected volume growth will push
2019 leverage above Fitch's prior negative ratings sensitivity,
which cited 2019 leverage expected above 5.5x as a development that
could lead to a negative ratings action. Fitch now expects 2019
leverage above 6.5x (total gross debt/adjusted EBITDA) and to
remain higher than previously forecast in 2020 (at roughly 5.0x).
Additionally, Fitch now expects Lucid to remain free cash flow
negative for a longer period until 2021. Given a slower growth
profile and an increase in overall gross debt for Lucid (compared
to the previous forecast), the senior secured 'BB-'/'RR3' rating
reflects a lower recovery expectation in the "Good" prospects
category(51%-70%) for the senior secured term loan in the event of
a default.
Volume growth underperformance remains a key concern given that
deleveraging in forecast years will be largely predicated on the
projected production volume growth under Lucid's acreage. Although
Fitch recognizes that over 65% of Lucid's 2019 volumes are
supported by five large-scale, investment grade producers, Permian
producers have experienced production delays in certain parts of
the basin driven by producers' cost control and long-haul natural
gas takeaway constraints Additionally, reallocation of capital by
producers across their oilfield footprint also negatively impacted
throughput volumes at Lucid, which has some minimum volume
commitments (MVCs) but not enough to offset near-term lower than
expected growth across its acreage.
The Negative Outlook reflects Fitch's concern that any further
slowdown in volume growth could be unfavorable to Lucid's credit
profile, which would pressure Lucid's current leverage and covenant
coverage metric. Fitch currently expects 4Q19 throughput volumes to
be above 700 million cubic feet per day (mmcfpd). Should volume
growth see further delays or projected to be materially below that
rate, Fitch would likely take further negative rating action. Fitch
would seek to stabilize the Outlook should growth keep pace with or
exceed Fitch's base case expectations and leverage trend below 6.5x
for 2019.
The ratings also consider Lucid's contract profile and counterparty
exposure. Fitch recognizes that approximately 85% of Lucid's
revenue derives from contracts with fixed fee contracts, which
generates cash flow stability and eliminates direct commodity price
exposure. A portion of Lucid's acreage is further underpinned by
MVCs from its largest counterparty, providing some downside
protection for cash flow. Moreover, more than 65% of Lucid's total
G&P volume in 2019 comprises large scale, IG counterparties. These
producer customers are less likely materially alter their
region-wide drilling and completion activities during temporary
swings in oil prices relative to high yield E&P producers.
KEY RATING DRIVERS
Elevated Leverage: Fitch expects Lucid's YE 2019 leverage (total
debt/adjustedEBITDA) to remain high and above 6.5x with fixed
charge coverage below 2.5x following the issuance of $100 million
term loan B-2 facility. The increased borrowing will be used to
help fund capacity expansion associated with the build out of a new
processing facility in the South Carlsbad area as throughput volume
is projected by management to potentially exceed current processing
capacity of 750 mmcfpd starting in 2019. The new facility is
expected to be in-service by 4Q19. Volume ramp associated with
increased production and future commercial opportunities, In
Fitch's view, should continue to help Lucid delever to
approximately 5.0x by YE 2020.
Leverage improvement has been slower than Fitch's previous
projection due to lower than expected volume growth. Fitch believes
that Lucid ultimately will manage to leverage at or below 4.5x, but
the path to achieving that leverage target is now longer than the
initial expectation. Additionally, Fitch now forecasts Lucid to not
turn FCF positive until 2021. The credit facility covenant
currently prevents restricted payments of available cash unless
Lucid maintains $25 million of liquidity and a 4.5x or less net
debt leverage. Fitch expects the sponsors are also incentivized to
operate Lucid below 3.5x for maximum dividend distribution and
notes that the sponsors has been supportive financially in 2018 and
2019 in funding additional capital to fund capex needs.
Slower Volume Growth: Volumes growth on Lucid's system has been
underperforming Fitch's prior expectations. Lucid's near-term
production growth has been negatively impacted by well completion
delays related to long-haul natural gas takeaway constraints and
producers cost control, in addition to slower development
activities including delay in production schedule on Lucid's
acreage by its producers. Fitch notes that Lucid's 2018 throughput
volume overall has grown substantially yoy albeit at a slower rate
than originally expected, with 4Q18 volume showing a ~50% increase
yoy. As a result the actual and near term forecasted credit metrics
are weak. However, long-haul takeaway constraints for production
are expected to alleviate starting in 2H19, which should bolster
volume ramp.
Counterparty & Commodity Price Exposure: Fitch recognizes that
Lucid has a solid counterparty profile comprising large, investment
grade E&P producers under long-term fee-based contracts, which
should limit counterparty risk. These producers are expected to
make up more than 65% of Lucid's total G&P volume in 2019. These
producer customers have been ramping up production across their
Permian footprint and are expected to continue to do so in the near
term (provided oil prices remain consistent with Fitch's base case
expectation of $57.50 WTI for 2019 and 2020).
Additionally, approximately 85% of Lucid's 2019 G&P revenue derives
from fixed fee contract with a weighted average of seven years,
which limits direct commodity price exposure for the company. Under
these contracts the direct commodity price risk is eliminated, but
volumetric risk remains. These contracts are mainly backed by
acreage dedications, which require all associated gas produced
under these dedicated acres to flow through Lucid's system.
However, a portion of the dedicated acreage is further underpinned
by MVC, thereby providing downside protection for cash flow in the
near term.
Favorable Geographic Presence: Crude production in the Permian has
risen in the past years and is expected to continue posting strong
growth in the near term, given the favorable production economics
within the region. Lucid operates in New Mexico's Lea and Eddy
Counties in the Delaware basin, where it has some of the lowest
breakeven costs for crude production and highest producer IRRs in
North America. Lucid's customers have dedicated over 545,000 acres
to Lucid, in addition to 238,000 acres under MVC. The acreage
dedication gives Lucid the right to gather and transport all the
associated gas produced on the dedicated acres, providing growth
upside as producers continue to develop their acreage.
Small, Single Basin Provider: Lucid is a small gathering and
processing service provider that operates solely in the Northern
Delaware region of the Permian basin, and Fitch expects the company
to generate an annual EBITDA less than $300 million. Its size is a
limiting factor for its Long-Term IDR. The limiting factor is
somewhat offset by Lucid's geographic presence where crude
production growth is expected to be significant in the short term
and long term. Lucid will be a beneficiary of this growth.
Nonetheless, given its single-basin focus and lack of business line
diversity, Lucid is subject to outsized event risk should there be
a slow down or longer-term disruption of Northern Delaware Basin
area production.
Competitive Risk: Fitch recognizes that competition as a limiting
factor can hamper Lucid's future growth. In seeking further acreage
dedications, Lucid faces competition from larger midstream
companies that can offer more integrated midstream services,
including greater hub connectivity within the Northern Delaware
basin, as well as downstream services such as long-haul transport
and fractionation.
DERIVATION SUMMARY
Lucid is a single-basin focused natural gas gathering and
processing provider operating in the Permian Basin. Fitch typically
views small scale (less than $300 million in EBITDA), stand-alone,
single-asset/basin focused midstream G&P service providers credit
profiles as generally being more consistent with a 'B' range IDR,
given the competitiveness and cash flow volatility of the G&P
business through business and commodity price cycles.
Lower-than-expected production by Lucid customers in the Eddy and
Lea counties of New Mexico has translated into the small scale
limitation being operative. In addition, Fitch's size and scale
concerns with regard to midstream energy issuers tends to focus on
facilitating access to capital to meet funding needs, since larger
entities have an easier time accessing the capital markets. Fitch
does not expect Lucid to have any near-term refinancing risk until
its term loan maturity.
In Fitch's view, relative to its 'B+' IDR peers and lower-rated 'B'
Navitas Midstream (B/Stable), Lucid exhibits a lower counterparty
risk given a sizable percentage of its volume is dedicated to
large-scale, IG producers who focus on ramping up production within
the Permian in the near term. In addition to its long-term
fee-based contract profile of approximately seven years, a portion
of Lucid's volume is also underpinned by MVC, a component that
other single basin Permian G&P and/or crude gathering midstream
peers do not have. Moreover, Fitch forecasts Lucid's 2019 leverage
to be above 6.5x by YE 2019, in line with Fitch's expectation for
BCP Raptor LLC (B+/Negative).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Volume growth through 2022 driven by production ramp by its
existing producer customers;
-- Capex spent in 2019 includes the construction of one 200
mmcf/d processing plants and other organic projects; future
buildout of processing plant will be partially funded by equity
contribution;
-- Dividend is not assumed in the model, but Fitch expects
distribution can begin in 2021 as the restricted payment and excess
cash flow sweep covenant requirements are met;
-- Deleveraging aided by term loan amortization (1% per annum)
and debt repayment under excess cash flow sweep;
-- Base case long-term $57.50 WTI for 2019 and 2020; rates
charged to customers consistent with contracted rates, including
rate escalators;
-- On time completion of a long-haul natural gas pipeline to the
Gulf Coast that will provide additional takeaway capacity in the
Permian.
In its recovery analysis, Fitch utilized a 6x going-concern EBITDA
multiple that is in line with recent reorganization multiples in
the energy sector. There have been a limited number of bankruptcies
and reorganizations within the midstream space. Bankruptcies like
Azure Midstream Partners, LP and Southcross Holdings LP had
multiples between 5x and 7x (as determined by Fitch's best efforts
to investigate the going-concern EBITDA of these Fitch-non-rated
and private companies). In its recent Bankruptcy Case Study Report
"Energy, Power and Commodities Bankruptcies Enterprise Value and
Creditor Recoveries" published in March 2018, the median enterprise
valuation exit multiplies for 29 energy cases for which this was
available was 6.7x, with a wide range of multiples observed.
Fitch's going concern EBITDA assumption is $120 million -$130
million as a mid-cycle estimate of sustainable EBITDA for the
company post default and bankruptcy emergence. Using this going
concern EBITDA and assuming a fully drawn revolver and a 10%
administrative claim in the recovery calculation, the term loan's
Recovery Rating is 'RR3', indicating "Good" recovery prospects
(51%-70%) in the event of a default.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Continued increase in volumes and EBITDA while maintaining
leverage at or below 5x on a sustained basis;
-- Sustained leverage of 6.5x and volumes consistent with above
700 mmcfpd can lead to a Stable Outlook.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Slowdown in volume growth expected across Lucid's acreage, as
evidenced by a decline in rig count or a moderation in daily
volumes through Lucid's system; Fitch expects 2019 average
throughput volume to be above 630 mcfpd and above 800 mmcfpd in
2020 and Q419 rate to be above 700mmcfpd;
-- Meaningful deterioration in counterparty credit quality or a
significant event at a major counterparty that impairs projected
cash flow;
-- Leverage (total debt/adusted EBITDA at or above 6.0x on a
sustained basis. Fitch expects leverage to be above 6.5x by end of
2019 but improve below 5.0x by 2020;
-- FFO Fixed charge coverage sustained below 2.0x; Debt service
coverage ratio (DSCR) below 1.5x;
-- A significant change in cash flow stability profile. A move
away from current majority of revenue being fee based. If revenue
commodity price exposure were to increase above 25%, Fitch would
likely take a negative ratings action.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Adequate: Lucid's liquidity is expected to be adequate in
the near term. As of Dec 31, 2018 the company had $30 million
outstanding at its $50 million super secured revolving credit
facility that matures in five years, with an optionality of $20
million incremental facility. The $950 million of senior secured
term loan B and $100 senior secured term loan B-2 facility have a
manageable maturity of seven years. The term loan requires a
six-month Debt Service Reserve Account (DSRA), as well as a cash
flow sweep and mandatory amortization of 1% per annum.
Additionally, the company received equity contribution from its
sponsors Riverstone and Goldman in 2018 and 2019 to partially fund
its processing plant buildout. The revolving credit facility has
financial covenant of maximum super senior leverage ratio of 1.25x.
The term loans have a DSCR covenant threshold of 1.1x. Fitch
expects Lucid to be FCF positive by 2021 as volumes ramp on its
system Lucid is currently in compliance with its covenants and
Fitch expects it to remain so throughout its forecast period.
MARINE BUILDERS: Seeks to Hire Robert Herre as Special Counsel
--------------------------------------------------------------
Marine Builders, Inc. and Marine Industries Corporation seek
authority from the U.S. Bankruptcy Court for the Southern District
of Indiana to hire a special counsel.
In an application filed in court, the Debtors propose to employ
Robert Herre, Esq., an attorney at WorkBoatLaw, to provide legal
services related to admiralty and maritime. The attorney will
charge $250 per hour for his services.
Mr. Herre assures the court that he does not represent any entity
which has an adverse interest in connection with the Debtors'
Chapter 11 cases.
Mr. Herre maintains an office at:
Robert Herre, Esq.
WorkBoatLaw
P.O. Box 384
Goshen, KY, 40026
Tel: (502) 895-7898
E-mail address rpherre@aol.com
About Marine Builders
Marine Builders -- http://www.marinebuilders.net/-- is a
family-owned and operated company in the boat building business.
With 26-acre site and 14,000 square feet of fabrication shop,
Marine Builders has both new construction and repair capabilities.
Founded in 1972, Marine Builders manufactures custom vessels,
ranging from work boats and barges to dry docks and excursion
vessels. Its subsidiary, Marine Industries Corporation, primarily
operates in the marine supplies business.
Marine Builders and Marine Industries filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bank. S.D. Ind.
Lead Case No. 19-90632) on April 25, 2019. In the petitions signed
by David A. Evanczyk, president and chief executive officer, the
Debtors estimated $1 million to $10 million in both assets and
liabilities.
The cases have been assigned to Judge Basil H. Lorch III. James R.
Irving, Esq., at Bingham Greenebaum Doll LLP, represents the
Debtors as counsel.
MARKPOL DISTRIBUTORS: Allowed to Continue Using Cash Until May 25
-----------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Markpol Distributors,
Inc., and its debtor-affiliates to use cash collateral until the
close of business on May 25, 2019, solely in accordance with the
Budgets and the other terms and conditions set forth in the
Fifteenth Interim Order.
In return for the Debtors' continued interim use of cash
collateral, MB Financial Bank, N.A., is granted the following
adequate protection for its asserted secured interests in
substantially all of the Debtors' assets to the extent and validity
held prepetition:
(1) The Debtors must permit the MB Financial to inspect, upon
reasonable notice, within reasonable hours, the Debtor's books and
records;
(2) The Debtors must maintain and pay premiums for insurance
to cover the collateral from fire, theft and water damage and MB
Financial consents to the payment of such premiums from its cash
collateral;
(3) The Debtors must make available to MB Financial evidence
of that which constitutes their collateral or proceeds;
(4) The Debtors must properly maintain the collateral in good
repair and properly manage the collateral; and
(5) MB Financial is granted replacement liens, attaching to
the collateral, but only to the extent of MB Financial's
prepetition liens.
In addition, the Debtor must provide MB Financial, each Wednesday:
(i) a detailed accounts receivable aging report; (ii) a weekly
accounts receivable billing log; (iii) a weekly budget variance
report; (iv) a weekly inventory purchase log; and (v) CVS system
screen shots representing the next 4 weeks payment to the
reporting.
The Debtor must also provide MB Financial: (i) monthly financials
statements (income statement and balance sheet) by the 20th of each
following month; and (ii) rolling four quarter financial statement
forecasts due five days prior to the start of each respective
quarter; and (iii) a monthly inventory report.
About Markpol Distributors
Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is
a food distributor specializing in European grocery merchandise
imported from European exporters. The Company's customers may
select an offering of 4 to 24 feet selection of assorted grocery
merchandise appealing to the American and European consumer.
Markpol is headquartered in Wood Dale, Illinois.
Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 18-06105) on March 2, 2018. In the petition signed by CEO
Mark Kozyra, the Debtor estimated assets and liabilities at $1
million to $10 million. Judge Benjamin A. Goldgar is the case
judge.
Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's
counsel. Rally Capital Services, LLC, is the financial advisor.
Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois, on March 15, 2018, appointed five creditors to serve on
an official committee of unsecured creditors. The Committee
retained Goldstein & McClintock LLLP as counsel.
MC/VC INC: TCPA to be Paid $93K in Regular Monthly Installments
---------------------------------------------------------------
MC/VC, Inc., filed with the U.S. Bankruptcy Court for the Southern
District of Texas a disclosure statement for its second proposed
plan of reorganization.
This latest filing provides that the Debtor will pay the impaired
priority tax claim of the Texas Comptroller of Public Accounts in
the amount of $93,189.47 in regular monthly installments on a
60-month amortization schedule, with the first payment being made
on the first day of the first month following 30 days after the
Plan’s Effective Date. The monthly payment to the Texas
Comptroller of Public Accounts in the plan for priority tax debt is
$1,777.59. The Plan interest at the rate of 5.5% per annum shall
accrue on the entire balance until the tax debt is paid in full.
Debtor shall make payments on the account consistent with the
amortization schedule provided to the Debtors.
To the extent Debtor's sole equity holder has any personal
liability to the Texas Comptroller of Public Accounts she is also
being released of any liability upon full payment of funds to the
Texas Comptroller of Public Accounts.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y2lpv48e from Pacermonitor.com at no charge.
About MC/VC Inc.
MC/VC Inc., a closely held corporation operating gentlemen's clubs,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case
No. 17-20523) on Dec. 29, 2017. In the petition signed by Teresa
Skaggs, president, the Debtor estimated assets of less than $50,000
and debts of less than less than $1 million. Ricardo Guerra, Esq.,
at Guerra & Smeberg, PLLC, serves as the Debtor's bankruptcy
counsel.
MIDWEST-ST. LOUIS: Seeks to Hire Carmody MacDonald as Legal Counsel
-------------------------------------------------------------------
Midwest-St. Louis, LLC seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Missouri to hire Carmody
MacDonald P.C. as its legal counsel.
The services that Carmody MacDonald will render are:
a. advise the Debtor of its rights, power and duties in its
Chapter 11 case;
b. represent the Debtor in its consultations with any
appointed committee related to the administration of the case;
c. assist the Debtor in analyzing claims of creditors and
negotiating with such creditors;
d. investigate the assets, liabilities and financial condition
of the Debtor and assist in reorganizing its business;
e. assist the Debtor in connection with the sale of assets or
business;
f. assist the Debtor in its analysis of and negotiation with
any appointed committee or any third party concerning matters
related to the terms of a plan of reorganization;
g. advise the Debtor with respect to any communications with
the general creditor body;
h. prosecute necessary actions or proceedings on behalf of the
Debtor; and
i. advise the Debtor regarding pending arbitration and
litigation matters in which it may be involved.
Carmody will charge these hourly fees:
Partners $295 - $385
Associates $240 - $265
Paralegals/Law Clerks $125
The firm received the sum of $18,329 for pre-bankruptcy services,
leaving a retainer balance of $6,671 on the petition date.
Spencer Desai, Esq., a partner at Carmody, 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:
Spencer P. Desai, Esq.
Thomas H. Riske, Esq.
Carmody MacDonald P.C.
120 South Central, Suite 1800
St. Louis, MO 63105
Phone: (314) 854-8600
Email: spd@carmodymacdonald.com
Email: thr@carmodymacdonald.com
About Midwest-St. Louis, L.L.C.
Midwest-St. Louis, LLC, owner of a gas station and convenience
store in St. Louis, filed a voluntary Chapter 11 petition (Bankr.
E.D. Mo. Case No. 19-42279) on April 12, 2019. In the petition
signed by Munji Abdeljabber, member, the Debtor estimated $50,000
in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Kathy A. Surratt-States. Spencer P.
Desai, Esq., at Carmody MacDonald P.C., represents the Debtor as
counsel.
MONITRONICS INTERNATIONAL: Incurs $31.8 Million Q1 Net Loss
-----------------------------------------------------------
Monitronics International, Inc., filed with the U.S. Securities and
Exchange Commission on May 15, 2019, its quarterly report on Form
10-Q reporting a net loss of $31.77 million on $129.60 million of
net revenue for the three months ended March 31, 2019, compared to
a net loss of $26.20 million on $133.75 million of net revenue for
the three months ended March 31, 2018.
As of March 31, 2019, Monitronics had $1.33 billion in total
assets, $1.95 billion in total liabilities, and a total
stockholders' deficit of $623.8 million.
At March 31, 2019, the Company had $23.93 million of cash and cash
equivalents. The Company's primary sources of funds is its cash
flows from operating activities which are generated from alarm
monitoring and related service revenues. During the three months
ended March 31, 2019 and 2018, the Company's cash flow from
operating activities was $48.54 million and $50.35 million,
respectively. The primary drivers of the Company's cash flow from
operating activities are the fluctuations in revenues and operating
expenses. In addition, the Company's cash flow from operating
activities may be significantly impacted by changes in working
capital.
During the three months ended March 31, 2019 and 2018, the Company
used cash of $28.85 million and $24.56 million, respectively, to
fund subscriber account acquisitions, net of hold-back and
guarantee obligations. In addition, during the three months ended
March 31, 2019 and 2018, the Company used cash of $2.999 million
and $3.310 million, respectively, to fund its capital
expenditures.
Ascent's Financial Results
Ascent Capital Group, Inc. has reported results for the three
months ended March 31, 2019. Ascent is a holding company that owns
Monitronics International.
For the three months ended March 31, 2019, Ascent reported net
revenue of $129.6 million, a decrease of 3.1%. The reduction in
revenue for the three months ended March 31, 2019 is due to the
lower average number of subscribers in the first quarter of 2019.
This decrease was partially offset by a 1.2% increase in average
recurring monthly revenue per subscriber, to $45.28, due to certain
price increases enacted during the past twelve months. In
addition, the Company recognized a $1.7 million decrease in revenue
for the three months ended March 31, 2019, as compared to a
$325,000 increase in revenue for the three months ended
March 31, 2018 related to changes in Topic 606 contract assets. All
revenues of Ascent are generated by its wholly-owned subsidiary,
Monitronics.
Ascent's cost of services, which are all incurred by Monitronics,
for the three months ended March 31, 2019 decreased 18.2% to $26.8
million. The decrease in cost of services for the three months
ended March 31, 2019 is primarily attributable to decreased field
service costs due to a lower volume of retention and move jobs
being completed and a decrease in expensed subscriber acquisition
costs. Subscriber acquisition costs, which include expensed
equipment and labor costs associated with the creation of new
subscribers, decreased to $1.8 million for the three months ended
March 31, 2019, as compared to $3.6 million for the three months
ended March 31, 2018.
Ascent's selling, general & administrative costs for the three
months ended March 31, 2019, decreased 13.1% to $32.5 million. The
decrease in SG&A for the three months ended March 31, 2019 is
attributable to reduced subscriber acquisition costs. Subscriber
acquisition costs in SG&A decreased to $5.5 million for the three
months ended March 31, 2019, as compared to $8.1 million for the
three months ended March 31, 2018. Additionally, there was $3.0
million and $892,000 of severance expense related to transitioning
Ascent executive leadership and rebranding expense, respectively,
that was recognized in the three months ended March 31, 2018 with
no corresponding costs incurred during the three months ended March
31, 2019. Offsetting these decreases were increased consulting
fees on integration/implementation of company initiatives. Other
increases in SG&A contributing to the overall change period over
period include deferred and incentive-based compensation costs and
Topic 606 contract asset impairment costs.
Ascent reported a net loss for the three months ended March 31,
2019 of $27.8 million, compared to net loss of $30.8 million in the
three months ended March 31, 2018. The decrease in net loss is
primarily attributable to a decrease in operating expenses,
including Cost of Services and SG&A as discussed above, partially
offset by a decrease in net revenues and an unrealized loss on
derivative financial instruments of $7.8 million recognized during
the three months ended March 31, 2019.
Ascent's Adjusted EBITDA increased 5.6% to $72.7 million for the
three months ended March 31, 2019. Monitronics' Adjusted EBITDA
increased 5.3% to $73.7 million for the three months ended March
31, 2019. This increase is attributable to reduced subscriber
acquisition costs, net of creation revenue, of $5.6 million for the
three months ended March 31, 2019, as compared to $10.2 million for
the three months ended March 31, 2018 and decreases in Cost of
Services for the three months ended
March 31, 2019. Monitronics' Adjusted EBITDA as a percentage of
net revenue for the three months ended March 31, 2019 was 56.9%, as
compared to 52.4% in the three months ended March 31, 2018.
Ascent Liquidity and Capital Resources
At March 31, 2019, on a consolidated basis, Ascent had $76.3
million of cash and cash equivalents. Subsequent to March 31,
2019, Ascent used approximately $19.8 million of its cash to pay
holders of its Convertible Notes as part of an Amended Tender
Offer. Ascent may use a portion of its remaining cash and cash
equivalents to fund operations, decrease debt obligations, fund
stock repurchases, or fund potential strategic acquisitions or
investment opportunities.
The existing long-term debt of the Company at March 31, 2019
includes the aggregate principal balance of $1.9 billion under (i)
the Ascent Convertible Notes totaling $21.1 million in aggregate
principal amount, maturing on July 15, 2020 and bearing interest at
4.00% per annum (ii) the Monitronics senior notes totaling $585.0
million in principal, maturing on April 1, 2020 and bearing
interest at 9.125% per annum, and (iii) the $1.1 billion senior
secured term loan and $295.0 million super priority revolver under
the sixth amendment to the Monitronics secured credit agreement
dated March 23, 2012, as amended. The Convertible Notes had an
outstanding principal balance of $21.1 million as of March 31,
2019. Following the consummation of the Amended Tender Offer, an
aggregate principal amount of $260,000 of Convertible Notes remain
outstanding as of April 1, 2019. The Senior Notes have an
outstanding principal balance of $585 million as of March 31, 2019.
The Credit Facility term loan has an outstanding principal balance
of $1.1 billion as of March 31, 2019 and requires principal
payments of $2.8 million per quarter with the remaining amount
becoming due on Sept. 30, 2022. The Credit Facility revolver has
an outstanding balance of $181.4 million and an aggregate of $1.0
million under two standby letters of credit issued as of March 31,
2019, which becomes due on Sept. 30, 2021.
On Feb. 14, 2019, the Company repurchased $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 was settled on 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 term loan and the revolving
credit facility under the Credit Facility is subject to a springing
maturity 181 days prior to the scheduled maturity date of the
Senior Notes, or Oct. 3, 2019, if Monitronics is unable to
refinance the Senior Notes by that date. Furthermore, Monitronics
received a going concern qualification in connection with its
standalone external audit report of its Annual Report on Form 10-K,
for the year ended Dec. 31, 2018, which constitutes a default under
Monitronics' Credit Facility, and will report that its Consolidated
Senior Secured Eligible RMR Leverage Ratio (as defined in the
Credit Facility) exceeds the limits provided in the Credit
Agreement for the quarter ended March 31, 2019, which constitutes
an event of default under Monitronics' Credit Facility. Any
default under the Credit Facility may, upon the passage of time,
mature into an event of default. At any time after the occurrence
of an event of default under the Credit Facility, the lenders
thereunder may, among other options, declare any amounts
outstanding under the Credit Facility immediately due and payable
and the revolving loan lenders thereunder may terminate any
commitment to make further loans under the revolving credit
facility under the Credit Facility. Any such acceleration may
constitute an event of default under the indenture governing the
Senior Notes.
Additionally, in connection with management's negotiations with its
creditors, Monitronics did not make its Senior Notes interest
payment of $26,691,000 due on April 1, 2019. The indenture
governing the Senior Notes provides for a 30-day cure period on
past due interest payments (the non-payment of the interest
following the expiration of the 30-day cure period, the "Senior
Notes Default"). The 30-day cure period under the indenture
governing the Senior Notes has expired.
Monitronics obtained a waiver from the required revolving lenders
under the Credit Facility, which expired May 10, 2019, with respect
to, among other things, the Going Concern Default and the Senior
Notes Default, subject to the terms and conditions of the Credit
Facility Waiver. The Credit Facility Waiver obtained from the
Credit Facility revolving loan lenders allowed Monitronics 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%. Monitronics is seeking to amend and extend the Credit
Facility Waiver including a waiver with respect to the Financial
Covenant Default and such discussions are ongoing. However, there
can be no assurance that Monitronics will receive such a waiver and
therefore, there can be no assurance that Monitronics will have
availability of additional borrowings under the Credit Facility
revolver.
Monitronics has obtained a forbearance, as amended, from the
required term lenders under the Credit Facility, through May 15,
2019, with respect to, among other things, the Going Concern
Default, the Senior Notes Default and the Financial Covenant
Default, subject to the terms and conditions of the forbearance.
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 Senior Notes Default or the Financial Covenant
Default. Despite the forbearance obtained from the Credit Facility
term lenders, the Going Concern Default, the Senior Notes Default
and the Financial Covenant Default, and any resulting event of
default under the Credit Facility, are continuing, and will
continue, absent a waiver from the required revolving and term loan
lenders, as applicable.
Additionally, Monitronics has obtained a forbearance from the
required holders of Senior Notes, through May 15, 2019, with
respect to, among other things, the Senior Notes Default, subject
to the terms and conditions of the forbearance. The forbearance
obtained from the holders of Senior Notes provides, subject to the
terms of the forbearance, that the holders of Senior Notes will not
exercise remedies with respect to the Senior Notes Default.
Given these factors, management continues to conclude there is
substantial doubt regarding the Company's ability to continue as a
going concern within one year from the issuance date of its
condensed consolidated financial statements as of and for the three
months ended March 31, 2019.
Ascent and Monitronics have engaged financial and legal advisors to
assist them in considering potential alternatives to address the
issues. As of May 14, 2019, Monitronics has not refinanced the
Senior Notes and there can be no assurance that any refinancing or
an alternative restructuring of its outstanding indebtedness will
be possible on acceptable terms, if at all.
Monitronics said its failure to refinance the Senior Notes or to
reach an agreement with its stakeholders on the terms of a
restructuring would have a material adverse effect on its and its
liquidity, financial condition and results of operations and may
result in it filing a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in order to implement a
restructuring plan.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/iTRXmq
About Monitronics
Headquartered in the Dallas-Fort Worth area, Monitronics provides
security alarm monitoring services to approximately 900,000
residential and commercial customers as of March 31, 2019. Ascent
Capital Group, Inc., is a holding company that owns Monitronics
International, Inc., doing business as Brinks Home Security.
Monitronics reported a net loss of $678.8 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 April 2019, S&P Global Ratings lowered the issuer credit rating
on Monitronics International Inc. to 'SD' from 'CC'. The downgrade
follows Monitronics' election not to make an approximately $26.7
million in interest on its 9.125% unsecured notes due 2020.
Moody's Investors Service downgraded Monitronics' Corporate Family
Rating to Ca from Caa2, as reported by the TCR on April 10, 2019.
The downgrade reflects the Company's near-term debt maturities and
the high likelihood of a default event under Moody's definition in
the near term.
MORGAN ADMINISTRATION: Exclusivity Filing Period Extended to May 23
-------------------------------------------------------------------
Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern
District of Illinois extended the period during which Morgan
Administration, Inc. and its affiliates have the exclusive right to
file a Chapter 11 plan through May 23, and to solicit acceptances
for the plan through July 24.
About Morgan Administration
Morgan Administration, Inc., and its subsidiaries are
privately-held companies in Waukegan, Illinois that operate
household appliance stores. They collectively do business under
the trade name Home Owners Bargain Outlet or HOBO.
Morgan Administration and 10 affiliates sought Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 18-30039) on Oct. 25,
2018. In the petition signed by Leo Schmidt, president, Morgan
Administration estimated $100,000 to $500,000 in assets and
$100,000 to $500,000 in liabilities. The case is assigned to Judge
Jacqueline P. Cox.
The Debtors tapped Jonathan P. Friedland, Esq., at Sugar Felsenthal
Grais & Helsinger LLP, as bankruptcy counsel; and Michael Goldman
of KCP Advisory Group LLC as their chief restructuring officer.
On Nov. 5, 2018, the Office of the United States Trustee appointed
the Official Committee of Unsecured Creditor of Morgan
Administration. The Committee retained Freeborn & Peters LLP as
counsel.
MORRIS AND HADLEY: IRS to be Paid $10,000 Before Sept. 1
--------------------------------------------------------
Morris and Hadley Inc. filed a disclosure statement in support of
its plan of reorganization dated April 18, 2019.
The Debtor is in the business of Accounting and Tax Preparation
services.
Under the plan, the general unsecured claim of the Internal Revenue
Service will be deemed satisfied upon payment of $10,000 on or
before Sept. 1, 2019 and any remaining amounts owed will be
discharged.
Payments and distributions under the Plan will be funded by the
following: The Debtor intends to sell a portion of its customer
base. Debtor will use these funds in addition to cash on hand and
future income to fund the Plan.
The proposed Plan has the following risks:
1. The Debtor has admittedly had tough luck with computer
systems. The Debtor is a CPA firm and as such relies heavily on
technology and digital file storage to maintain and service its
customer base.
2. The Debtor has two employees servicing its customer base and
maintaining operations. As such a small firm the firm relies
heavily on principal Steven R. Morris and his expertise as a
Certified Public Accountant to bring in income and fund its
operations.
3. The Debtor's work is seasonal and the bulk of its income is
earned over a minimal amount of months of the year.
A copy of the Disclosure Statement dated April 18, 2019 is
available at https://tinyurl.com/y3u75qv3 from Pacermonitor.com at
no charge.
About Morris and Hadley Inc.
Morris and Hadley Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 18-44350) on Nov. 5,
2018. In the petition signed by Steven R. Morris, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $100,000. Judge Mark X. Mullin presides over the case.
The Debtor tapped Acker Warren, P.C., as its legal counsel.
MOTORS LIQUIDATION: Investors to Pay $231MM over Clerical Error
---------------------------------------------------------------
Reuters, citing court documents, reports that lenders and hundreds
of investors agreed to pay $231 million to end their decade-long
legal fight over a clerical error in a $1.5 billion loan to General
Motors that was administered by JPMorgan Chase & Co (JPM.N).
The settlement payment, according to the Reuters report, will
benefit the unsecured creditors of General Motors' 2009 bankruptcy,
as well as the U.S. and Canadian governments, which helped finance
GM's Chapter 11 case.
Reuters relates that the unsecured creditors, who collected pennies
on the dollar from GM's bankruptcy, have been trying for years to
recoup some of the $1.5 billion that was paid to GM's secured
lenders.
The $1.5 billion loan was syndicated to hundreds of investors who
were defendants in the lawsuit. The individual settlement
contributions by JPMorgan, as well as the law firm that handled the
paperwork and the investors in the loan were not disclosed in court
documents.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of General
Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old
GM's bankruptcy filing. The U.S. government provided financing.
The deal was closed July 10, 2009, and Old GM changed its name to
Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the Chapter 11
cases. The Debtors tapped Weil, Gotshal & Manges LLP Jenner &
Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and
Morgan Stanley, Evercore Partners and the Blackstone Group LLP as
financial advisor. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel on supplier
contract matters. FTI Consulting Inc. served as financial advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee. Legal
Analysis Systems, Inc., served as asbestos valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31, 2011.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.
MRO HOLDINGS: Moody's Affirms B2 CFR & Rates New Term Loan B2
-------------------------------------------------------------
Moody's Investors Service affirmed ratings for MRO Holdings, Inc
including the B2 Corporate Family Rating and the B2-PD Probability
of Default Rating. Concurrently, Moody's assigned a B2 rating to
the company's proposed $360 million senior secured term loan.
Proceeds from the facility will be used to pay a $135 million
dividend to shareholders as well as to refinance existing
indebtedness. Ratings on existing indebtedness will be withdrawn
upon close of the transaction. The outlook is stable.
RATINGS RATIONALE
The B2 rating balances MROH's small size and its limited operating
history as a consolidated entity against a growing presence as a
provider of airframe maintenance, repair and overhaul services.
Moody's expects a favorable operating environment coupled with
MROH's growing capacity and steady demand from its core set of
anchor customers to support healthy topline and earnings growth
over the next 12 to 18 months. This should translate into a
gradually improving set of credit metrics. The rating also
favorably considers the contracted and relatively predictable
nature of time-based requirements for airframe MRO work as well as
the company's low cost labor force which improves competitive
positioning in a labor intensive industry.
Moody's views the proposed dividend of $135 million as aggressive
and as reducing financial flexibility as it represents almost 2
turns of additional leverage and comes just 18 months after ratings
were initially assigned. However, it recognizes MROH's strong
earnings growth during 2018 and the resultant balance sheet
improvement that affords the company some leeway for incremental
indebtedness. Pro forma for the transaction, Moody's anticipates
debt-to-EBITDA (after Moody's standard adjustments) of about 5.3x.
Additional tempering considerations include the uneven operating
performance at Flightstar as well as expectations of meaningful
growth-oriented capacity investments in future years that could
weigh on near-term cash generation. That said, Moody's does expect
the company to be consistently cash flow positive over the next few
years.
The stable outlook reflects expectations that a favorable MRO
operating environment along with on-going capacity investments will
support topline and earnings growth over the next twelve to
eighteen months.
Moody's expects MROH to maintain an adequate liquidity profile over
the next 12 months. On-going cash balances are anticipated to be
around $20 million and mandatory amortization on term debt is
modest at $4 million per annum. Free cash flow generation was
modestly negative during 2018 in the face of elevated capex spend,
much of which was spent on a new hanger at the Aeroman facility.
Moody's anticipates improved cash generation during 2019 with
FCF-to-Debt likely to be approaching the mid-single-digits.
External liquidity is provided by $36 million in revolving credit
facilities from a group of largely foreign lenders. Moody's notes
that these revolver commitments are set to expire between June and
August of 2019. The current rating implicitly assumes that the
company will successfully roll over and extend these revolver
commitments. At this time, the facilities are undrawn and it
anticipates modest usage going forward. The term loan and revolving
facilities are not expected to contain any financial covenants.
The ratings could be upgraded if Debt-to-EBITDA was expected to be
sustained below 3.5x. Improved operating performance of the
Flightstar facility and a track record of strong operational
execution at TechOps and Aeroman would be prerequisites to any
upgrade. Given the company's small size, it would expect MROH to
maintain credit metrics that are stronger than levels typically
associated with companies at the same rating level. Any upgrade
would be contingent on a strong liquidity profile involving
substantial free cash flow generation (FCF-to-Debt in excess of
10%) and near full availability under existing revolver
commitments.
The ratings could be downgraded if Debt-to-EBITDA was expected to
remain above 5.5x. A weakening liquidity profile with reduced free
cash flow and an increased reliance on revolver borrowings could
also pressure the rating downward. An inability to extend existing
revolver commitments or a reduction in such commitments could also
pressure the rating downwards. A leveraging debt-financed
acquisition or further shareholder distributions could also result
in a downgrade.
The following is a summary of its rating actions:
Issuer: MRO Holdings, Inc
Corporate Family Rating, affirmed B2
Probability of Default Rating, affirmed B2-PD
$360 million senior secured term loan due 2026, assigned B2 (LGD3)
$225 million senior secured term loan B due 2023, no action -- to
be withdrawn at close
Outlook, Stable
MRO Holdings, Inc is a provider of maintenance, repair and overhaul
services to airline and freight carrying customers in North
America. The company was founded in June 2013 and is owned by an
investment vehicle controlled by the Kriete Family (64%) and Caoba
Capital (36%). The company owns and operates two MRO facilities
based in El Salvador and Florida, US and also has rights to
capacity at TechOps Mexico's operations (a joint venture between
Delta Airlines and Aeromexico). Revenues for the twelve months
ended December 2018 were $416 million.
NOAH OPERATIONS: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: Noah Operations Richardson TX, LLC
2600 W. Executive Pkwy. Ste. 360
Lehi, UT 84043
Business Description: Noah Operations Richardson --
https://www.noahseventvenue.com/ -- offers
venue for important events, including
weddings, corporate meetings, anniversaries,
birthdays, and reunions.
Chapter 11 Petition Date: May 15, 2019
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Case No.: 19-23492
Judge: Hon. William T. Thurman
Debtor's Counsel: Edward T. Cundick, Esq.
PRINCE, YEATES & GELDZAHLER
15 West South Temple, Suite 1700
Salt Lake City, UT 84101
Tel: 801-524-1000
Fax: 801-524-1098
E-mail: tec@princeyeates.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by William Bowser, president of Sole Member
Noah Corporation.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at:
http://bankrupt.com/misc/utb19-23492_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/utb19-23492.pdf
NOAH OPERATIONS: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Noah Operations Sugarland TX, LLC
2600 W. Executive Pkwy., Suite 360
Lehi, UT 84043
Business Description: Noah's -- https://www.noahseventvenue.com --
is an event venue for all of life's events
including weddings, corporate events, and
special occasions.
Chapter 11 Petition Date: May 17, 2019
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Case No.: 19-23571
Judge: Hon. Kimball R. Mosier
Debtor's Counsel: Edward T. Cundick, Esq.
PRINCE, YEATES & GELDZAHLER
15 West South Temple, Suite 1700
Salt Lake City, UT 84101
Tel: 801-524-1000
Fax: 801-524-1098
E-mail: tec@princeyeates.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by William Bowser, president of sole member
Noah Corporation.
A copy of the Debtor's list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/utb19-23571_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/utb19-23571.pdf
NOLAN CLIFFORD: Ct. Junks A. Sanchez Claim for Nondischargeability
------------------------------------------------------------------
Bankruptcy Judge Lori S. Simpson ruled that Plaintiff Angie Bowers
Sanchez has failed to sustain her burden of establishing a
non-dischargeable debt against Defendant Nolan Clifford.
On Nov. 14, 2017, Plaintiff filed her Complaint Objecting to
Dischargeability. In the Complaint, Plaintiff asserts one claim, a
request for denial of discharge pursuant to 11 U.S.C. section
523(a)(6). Plaintiff requests that the Court enter a judgment
against Defendant Nolan Clifford in the amount of $750,000 and
declare that judgment to be non-dischargeable. Defendant filed a
timely answer. Plaintiff incurred approximately $22,000 in
attorney's fees in this adversary proceeding.
Upon careful analysis, the Court holds that the evidence does not
show that Defendant intended to harm Plaintiff. Defendant intended
to assist David Johnson in obtaining custody of the Children.
Defendant, rightly or wrongly, believed that it was in the
Children's best interests to be in Mr. Johnson's custody. His acts
were not calculated to scare or intimidate Plaintiff. In fact, he
took measures to keep Plaintiff unaware of his acts. Accordingly,
the Court finds and concludes that Plaintiff's claim for
nondischargeability under Section 523(a)(6) should be denied.
The Court finds and concludes that it should find in favor of
Plaintiff on her claim for breach of contract, with an award of
$30,843.30. The Court further finds and concludes that it should
find in favor of Defendant on Plaintiff's claims for intentional
infliction of emotional distress and for nondischargeability.
A copy of the Court’s Memorandum Opinion dated April 22, 2019 is
available at https://tinyurl.com/yyuqr65a from Pacermonitor.com at
no charge.
Nolan David Clifford filed for chapter 11 bankruptcy protection
(Bankr. D. Md. Case No. 17-19329) on July 10, 2017, and is
represented by James Greenan, Esq. of McNamee, Hosea, et al.
NOVAN INC: Incurs $7.02 Million Net Loss in First Quarter
---------------------------------------------------------
Novan, Inc., filed with the U.S. Securities and Exchange Commission
on May 15, 2019, its quarterly report on Form 10-Q reporting a net
loss and comprehensive loss of $7.02 million on $1.10 million of
total revenue for the three months ended March 31, 2019, compared
to a net loss and comprehensive loss of $5.21 million on $658,000
of total revenue for the three months ended March 31, 2018.
As of March 31, 2019, Novan had $21.79 million in total assets,
$24.15 million in total liabilities, and a total stockholders'
deficit of $2.36 million. As of March 31, 2019, the Company had
cash and cash equivalents of $6.1 million and negative working
capital of $3.5 million.
During the three months ended March 31, 2019, net cash used in
operating activities was $2.1 million and consisted primarily of a
net loss of $7.0 million, with adjustments for non-cash amounts
related primarily to depreciation expense of $0.5 million,
share-based compensation expense for both equity-based and
liability-based awards of $0.2 million, increase in fair value of
warrant liability of $0.4 million and a $3.8 million favorable
change in other operating assets and liabilities.
During the three months ended March 31, 2019, net cash used in
investing activities was minimal and consisted of purchases of
laboratory and manufacturing equipment.
During the three months ended March 31, 2019, net cash provided by
financing activities was less than $0.1 million and consisted
primarily of proceeds from the exercise of stock options.
Novan said, "Since our inception in 2006, we have devoted
substantially all of our efforts to developing our nitric oxide
platform technology and resulting product candidates, including
conducting preclinical and clinical trials and providing general
and administrative support for these operations. We conduct these
activities in a single operating segment. We have not generated
any revenue from product sales and, to date, have funded our
operations through a variety of sources... From inception through
March 31, 2019, we have raised total equity and debt proceeds of
$184.0 million to fund our operations, including $4.5 million (or
0.5 billion JPY) in March 2019 from Sato Pharmaceutical Co., Ltd.,
or Sato, representing the second installment of an upfront payment
of 1.25 billion JPY under our amended license agreement with Sato.
In addition, in April 2019 and May 2019, respectively, we entered
into the Purchase Agreement with Reedy Creek, providing $25.0
million of immediate funding, with an additional $10.0 million
contingent upon achieving successful top-line results of the SB206
Phase 3 clinical trials no later than March 31, 2020, and the
Funding Agreement with Ligand, providing $12.0 million of immediate
funding. To date, we have focused our funding activities on
equity, debt and strategic relationships. However, other
historical forms of funding have included payments received from
licensing and supply arrangements, government research contracts
and grants and contract development manufacturing services.
We have never generated revenue from product sales and have
incurred net losses in each year since inception. As of March 31,
2019, we had an accumulated deficit of $180.1 million. We incurred
net losses of $7.0 million and $5.2 million during the three months
ended March 31, 2019 and 2018, respectively. We expect to continue
to incur substantial losses in the future as we conduct our planned
operating activities. We do not expect to generate revenue from
product sales unless and until we obtain regulatory approval from
the FDA for our clinical-stage product candidates. If we obtain
regulatory approval for any of our product candidates, we and/or
our commercial partners would expect to incur significant expenses
related to product sales, marketing, manufacturing and
distribution.
"We expect that we will continue to incur substantial expenses as
we continue clinical trials and preclinical studies for, and
research and development of, our product candidates and maintain,
expand and protect our intellectual property portfolio. We will
need substantial additional funding to support our planned and
future operating activities. Adequate future funding may not be
available to us on acceptable terms, or at all. The current market
value of our common stock may negatively impact funding options and
the acceptability of funding terms. Additionally, we expect future
advancement of our product candidates to occur after the formation
of additional partnering, collaborations, licensing, grants or
other strategic relationships. Our failure to enter into such
additional relationships, the termination or failure of our current
strategic relationships, including a failure to receive any
contingent payments under such strategic relationships, or our
failure to obtain sufficient additional funds on acceptable terms
as and when needed could cause us to alter or reduce our planned
operating activities, including but not limited to delaying,
reducing, terminating or eliminating planned product candidate
development activities, to conserve our cash and cash equivalents
or to dissolve and liquidate our assets or seek protection under
bankruptcy laws. Such actions could delay development timelines
and have a material adverse effect on our business, results of
operations, financial condition and market valuation."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/p02SwP
About Novan Inc.
Based in Morrisville, North Carolina, Novan Inc. --
http://www.novan.com/-- is a clinical-stage biotechnology company
focused on leveraging nitric oxide's natural antiviral and
immunomodulatory mechanisms of action to treat dermatological and
oncovirus-mediated diseases. Nitric oxide plays a vital role in
the natural immune system response against microbial pathogens and
is a critical regulator of inflammation. The Company's ability to
harness nitric oxide and its multiple mechanisms of action has
enabled it to create a platform with the potential to generate
differentiated product candidates.
Novan reported a net loss and comprehensive loss of $12.67 million
for the year ended Dec. 31, 2018, compared to a net loss and
comprehensive loss of $36.62 million for the year ended Dec. 31,
2017. As of Dec. 31, 2018, the Company had $26.36 million in total
assets, $21.16 million in total liabilities, and $5.19 million in
total stockholders' equity.
BDO USA, LLP, in Raleigh, North Carolina, the Company's auditor
since 2018, issued a "going concern" opinion in its report dated
March 27, 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 has not generated
significant revenue or positive cash flows from operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
NSPIRE HEALTH: Seeks to Hire Brownstein Hyatt as Legal Counsel
--------------------------------------------------------------
NSpire Health, LLC seeks authority from the U.S. Bankruptcy Court
for the District of Colorado to hire Brownstein Hyatt Farber
Schreck, LLP as its legal counsel.
The firm will provide legal services in connection with the
Debtor's Chapter 11 case, which include:
a. assisting the Debtor in the preparation of its schedules of
assets and liabilities, statement of financial affairs and other
pleadings necessary to comply with the Bankruptcy Code;
b. assisting the Debtor in the preparation of its plan of
reorganization and disclosure statement;
c. representing the Debtor in adversary proceedings and
contested matters related to the case; and
d. advising the Debtor of its rights, powers and duties in the
continuing operation of its business and the administration of its
estate.
The hourly rates for Brownstein attorneys are:
Steven Abelman $655
Michael Pankow $745
The paralegal expected to work on this case is Sheila Grisham whose
billing rate is $315 per hour.
Brownstein received pre-bankruptcy retainer fees from the Debtor
totaling $50,000.
Steven Abelman, Esq., a shareholder of Brownstein, assures the
court that his firm is a "disinterested person" as defined by
Section 101(14) of the Bankruptcy Code.
The counsel can be reached at:
Steven E. Abelman, Esq.
Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth St, 22nd floor
Denver, CO 80202
Tel: (303) 223-1102
(303) 223-1100
Fax: (303) 223-0902
Email: sabelman@bhfs.com
About nSpire Health
NSpire Health -- http://www.nspirehealth.com-- is a global
respiratory information systems software developer and medical
device manufacturing company. It is the exclusive provider and
developer of Iris (an Integrated Respiratory Information System),
KoKo pulmonary function testing, diagnostic spirometry, and
respiratory home monitoring devices.
NSpire Health, Inc. and its affiliate nSpire Health, LLC filed
voluntary Chapter 11 petitions (Bankr. D. Colo. Case No. 19-13271
and 19-13273) on April 22, 2019. In the petitions signed by Joseph
Fryberger, vice president of finance, the Debtors estimated $1
million to $10 million in both assets and liabilities.
Steven E. Abelman, Esq., at Brownstein Hyatt Farber Schreck, LLP,
represents the Debtor as counsel.
OHC/GP I: Seeks to Hire Ordinary Course Professionals
-----------------------------------------------------
OHC/GP I, Ltd. and Outreach Housing Corporation seek authority from
the U.S. Bankruptcy Court for the Northern District of Texas to
hire professionals utilized in the ordinary course of business.
The professionals are:
Bush Law Firm, PC Legal Services
P.O. Box 8581 (Litigation/Employment Law)
Spring, TX 77387
Cohn Reznick LLP Accounting Services
3560 Lenox Road, NE
Suite 2800
Atlanta, GA 30326-4276
Diamond Property Utilities-Related
Consultants, Inc. Consulting Services
2113 Kings Pass
Heath, TX 75032
About OHC/GP I
OHC/GP I, Ltd. listed its business as single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). Its principal assets are
located at 700 Timber Oaks Lane, Grand Prairie, Texas.
Outreach Housing Corporation is a non-profit corporation that
focuses on helping low and moderate income persons and families
acquire affordable housing.
OHC/GP I, Ltd. and Outreach Housing Corporation filed voluntary
Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 19-31259 and
19-31254) on April 5, 2019. In the petitions signed by Berri T.
McBride, president, Outreach Housing estimated $50,000 to $100,000
in both assets and liabilities while OHC/GP I estimated $10 million
to $50 million in both assets and liabilities.
Judge Mark X. Mullin presides over the cases. Frances Anne Smith,
Esq. at Ross & Smith, PC, represents the Debtors as counsel.
OLEUM EXPLORATION: Seeks to Hire Gray Reed as Special Counsel
-------------------------------------------------------------
Oleum Exploration, LLC filed an amended application seeking
approval from the U.S. Bankruptcy Court for the Middle District of
Pennsylvania to hire Gray Reed & McGraw LLP as its special
counsel.
In its application, the Debtor asked the court to authorize the
firm to:
a. render advice concerning legal, corporate and regulatory
issues arising under Texas law;
b. prepare documents and pleadings; and
c. assist the Debtor's general counsel in connection with
contested matters and adversary proceedings involving PAPCO, Inc.
to the extent such matters involve Texas oil and gas law.
Gray Reed will be paid on an hourly basis and will receive
reimbursement for work-related expenses incurred. The firm
received payments totaling $107,145.12
Ryan Sears, Esq., a member of Gray Reed, assured the court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code, and does not represent any interest
adverse to the Debtor and its estate.
Gray Reed can be reached at:
Ryan Sears, Esq.
Gray Reed & McGraw LLP
1300 Post Oak Blvd, Suite 200
Houston, TX 77056
Tel: (713) 986-7159
Fax: (713) 730-5939
About Oleum Exploration
Oleum Exploration, LLC, a production and exploration company
operating in Gulf Coast Basin, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00664) on Feb.
16, 2019. At the time of the filing, the Debtor disclosed
$2,164,154 in assets and $10,400,625 in liabilities. The case has
been assigned to Judge Robert N. Opel II. Kurtzman Stead, LLC is
the Debtor's bankruptcy counsel.
PG&E CORP: Report Says Transmission Lines Caused 2018 Camp Fire
---------------------------------------------------------------
The California Department of Forestry and Fire Protection (CAL
FIRE) said May 15, 2016, that it has determined that PG&E
electrical transmission lines were a cause of the deadly Camp Fire
in Paradise, California, in late 2018.
After a very meticulous and thorough investigation, CAL FIRE said
it has determined that the Camp Fire was caused by electrical
transmission lines owned and operated by Pacific Gas and
Electricity (PG&E) located in the Pulga area.
The Camp Fire started the morning of Nov. 8th, 2018. Cal Fire
identified two ignition points, both of which were sparked by PG&E
power lines. The fires then spread with the help of warm
temperatures, dry vegetation, and strong winds.
In a statement, PG&E said that it accepts CAL FIRE's determination
that transmission lines were a cause of the blaze.
"Our hearts go out to those who have lost so much, and we remain
focused on supporting them through the recovery and rebuilding
process. We also want to thank the brave first responders who
worked tirelessly to save lives, contain the Camp Fire and protect
citizens and communities, PG&E said.
"While we have not been able to review CAL FIRE's report, its
determination that PG&E transmission lines near the Pulga area
ignited the Camp Fire on the morning of Nov. 8, 2018, is consistent
with the company's previous statements. We have not been able to
form a conclusion as to whether a second fire ignited as a result
of vegetation contact with PG&E electrical distribution lines, as
CAL FIRE also determined. PG&E is fully cooperating with all
ongoing investigations concerning the Camp Fire."
PG&E stated that it remains committed to working together with
state agencies and local communities to make customers and
California safer.
The Camp Fire was the deadliest and most destructive wildfire in
California history to date. Named after Camp Creek Road, its place
of origin, the fire started on Nov. 8, 2018, in Butte County, in
Northern California. The fire caused at least 85 civilian
fatalities, with 3 persons still missing, and injured 12 civilians,
two prison inmate firefighters, and three other firefighters. It
covered an area of 153,336 acres, and destroyed 18,804 structures,
with most of the damage occurring within the first four hours.
"The fact the Camp Fire was started by a malfunction of equipment
on a Pacific Gas and Electric Company transmission line has been
known for months by investigators and had been, essentially,
admitted by Pacific Gas and Electric," the Butte County District
Attorney’s office said in a statement following CAL FIRE's May 15
announcement.
"The investigation into how and why the PG&E transmission line
equipment failed is ongoing in an effort to determine if PG&E or
any of its personnel have any criminal liability."
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The Committee retained
Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PHI INC: Seeks to Hire Deloitte & Touche as Auditor
---------------------------------------------------
PHI, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire Deloitte & Touche LLP as its
auditor.
The services that Deloitte & Touche will render are:
-- independent audit and review services in connection with PHI's
financial statements for the year ended Dec. 31, 2018 pursuant to
the 2018 Base Audit Engagement Letter;
-- a review of interim financial information of PHI for the
quarter ended March 31, 2019, prepared for submission to the U.S.
Securities and Exchange Commission, pursuant to the Quarterly
Review Engagement Letter; and
-- independent audit and review services in connection with PHI's
financial statements for the year ending Dec. 31, 2019 pursuant to
the 2019 Base Audit Engagement Letter.
Pursuant to the Quarterly Review Engagement Letter, Deloitte &
Touche will bill a fixed fee of $80,000, except for services that
are not within the scope of the agreement. Meanwhile, the firm
will charge a monthly fee of $136,000 for audit services to be
provided pursuant to the 2019 Base Audit Engagement Letter except
for services that are not within the scope of the agreement.
Fees for the "out-of-scope" services are:
Partner/Principal/Managing Director $500
Managing Director $450
Senior Manager $400
Manager $350
Senior $300
Staff $250
Patrick Brandau, a partner at Deloitte & Touche, assures the court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Patrick Brandau
701 Poydras Street, Suite 4200
New Orleans, LA 70139
Phone: +1 504 581 2727
Fax: +1 504 561 7293
About PHI Inc.
PHI, Inc. -- http://www.phihelico.com-- is a provider of
helicopter transportation services in the oil and gas industry,
primarily transporting crews and materials, and in the healthcare
and emergency medical services industry, primarily transporting
patients. It is a publicly held company and provides services in
the United States and abroad.
As of the petition date, PHI owns or operates 238 aircraft
worldwide, of which 17 are leased while eight are owned by the
customer and operated by the company. The remaining 213 are owned
by PHI. The company employs 2,218 people, including pilots,
mechanics, medical and administrative staff.
PHI and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 19-30923) on March
14, 2019. At the time of the filing, PHI had estimated assets of
$1 billion to $10 billion and liabilities of $500 million to $1
billion.
The cases have been assigned to Judge Harlin DeWayne Hale.
The companies tapped DLA Piper LLP (US) as their bankruptcy
counsel; Jones Walker LLP as regular outside counsel; Houlihan
Lokey Capital Inc. and FTI Consulting Inc. as financial advisors;
and Prime Clerk LLC as claims, noticing and solicitation agent.
PINNACLE GLOBAL: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: Pinnacle Global Partners Fund I Ltd.
(in Official Liquidation)
Suite 3212, 51 Market St., Camana Bay
P.O. Box 30613
Grand Cayman KY
Cayman Islands
Business Description: The Pinnacle Fund was initially
incorporated on Dec. 6, 2013 as a
Cayman Islands exempted company.
On March 6, 2014, the Pinnacle Fund
registered with the Cayman Islands
Monetary Authority as a mutual fund.
The Fund primarily invests in real
property and natural resources.
Foreign Proceeding: Cause No. FSD 231 of 2018 (RPJ),
Grand Court of the Cayman Islands
Chapter 15 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Southern District of New York
(Manhattan)
Chapter 15 Case No.: 19-11573
Judge: Hon. Mary Kay Vyskocil
Foreign Representatives: Andrew Richard Victor Morrison
FTI Consulting (Cayman) Limited
53 Market Street, Suite 3212
P.O. Box 30613
Camana Bay, Grand Cayman KY1-1203
Cayman Islands
- and -
John Batchelor
FTI Consulting (Hong Kong) Ltd.
Level 35, Oxford House, Taikoo Place
979 King's Road
Quarry Bay
Hong Kong
- and -
David Griffin
FTI Consulting (Cayman) Ltd.
53 Market Street - Suite 3212
P.O. Box 30613
Grand Cayman KY1-1203
Cayman Islands
Foreign Representatives'
Counsel: Warren E. Gluck, Esq.
Richard A. Bixter Jr., Esq.
Elliot A. Magruder, Esq.
HOLLAND & KNIGHT LLP
31 W 52nd Street
New York, NY 10019
Tel: (212) 573-3396
Fax: (212) 385-9010
Email: warren.gluck@hklaw.com
richard.bixter@hklaw.com
elliot.magruder@hklaw.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available for free
at:
http://bankrupt.com/misc/nysb19-11573.pdf
PRACTICAL APPROACH: Wants to Maintain Pre-Petition Bank Accounts
----------------------------------------------------------------
Practical Approach Pediatrics, PLLC, asks the U.S. Bankruptcy Court
for the Western District of Texas to maintain its checking accounts
ending 9326 at the Wells Fargo Bank, N.A., and BBVA Compass Bank
ending 7180 instead of opening a separate debtor-in-possession
accounts.
The Debtor contends that these bank accounts will be used to pay
operating expenses, including payroll, rent and cash collateral, if
any. The Debtor asserts that it is imperative to maintain its
accounts with these banks to maintain its banking relationship.
In addition, the Debtor mentions that patient insurance processing
and Medicaid funds and credit cards are deposited into these
accounts and used to pay Wells Fargo Bank, N.A. Thus, maintaining
the accounts at these banks will also be essential for Debtor to
timely receive funds and transfers.
Practical Approach Pediatrics, LLC filed a Chapter 11 petition
(Bankr. W.D. Tex. Case No. 19-50566), on March 12, 2019. In the
petition signed by its managing member, Olutola Adetona, the Debtor
estimated under $500,000 in both assets and liabilities. The
Debtor is represented by Martin Warren Seidler, Esq., at the Law
Offices of Martin Seidler.
PRECIPIO INC: Incurs $1.65 Million Net Loss in First Quarter
------------------------------------------------------------
Precipio, Inc. filed with the U.S. Securities and Exchange
Commission on May 16, 2019, its quarterly report on Form 10-Q
reporting a net loss of $1.65 million on $713,000 of net sales for
the three months ended March 31, 2019, compared to a net loss of
$2.43 million on $712,000 of net sales for the three months ended
March 31, 2018.
As of March 31, 2019, Precipio had $21.63 million in total assets,
$11.80 million in total liabilities, and $9.83 million in total
stockholders' equity.
The cash flows used in operating activities of approximately $1.9
million during the three months ended March 31, 2019 included a net
loss of $1.6 million, an increase in accounts receivable of $0.3
million and a decrease in accounts payable of $0.4 million. These
were partially offset by an increase in operating lease liabilities
and accrued expenses and other liabilities of $0.2 million and
non-cash adjustments of $0.2 million.
Cash flows used in investing activities were $3,000 and $5,000 for
the three months ended March 31, 2019 and 2018, respectively,
resulting from purchases of property and equipment.
Cash flows provided by financing activities totaled $1.8 million
for the three months ended March 31, 2019, which included proceeds
of $1.7 million from the issuance of common stock and $0.3 million
from the issuance of convertible notes.
The Company has incurred substantial operating losses and has used
cash in its operating activities for the past several years. As of
March 31, 2019, the Company had a negative working capital of $8.5
million and net cash used in operating activities of $1.9 million.
The Company said its ability to continue as a going concern over
the next twelve months from the date of issuance of these condensed
consolidated financial statements in the Quarterly Report on Form
10-Q is dependent upon a combination of achieving its business
plan, including generating additional revenue, and raising
additional financing to meet its debt obligations and paying
liabilities arising from normal business operations when they come
due.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Pxp8Q3
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market. The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.
Precipio incurred a net loss of $15.69 million for the year ended
Dec. 31, 2018, compared to a net loss of $20.69 for the year ended
Dec. 31, 2017. As of Dec. 31, 2018, the Company had $21.60 million
in total assets, $15.48 million in total liabilities, and $6.12
million in total stockholders' equity.
The Audit Opinion included in the Company's Annual Report for the
year ended Dec. 31, 2018, contains a "going concern" explanatory
paragraph. Marcum LLP, in Hartford, CT, the Company's auditor
since 2016, stated in its report dated April 16, 2019 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.
PUERTO RICO HOSPITAL: Taps Casellas Alcover as Special Counsel
--------------------------------------------------------------
Puerto Rico Hospital Supply, Inc. and Customed Inc. seek authority
from the U.S. Bankruptcy Court for the District of Puerto Rico to
retain Casellas, Alcover & Burgos, P.S.C. as special counsel.
Casellas will continue to represent the Debtors in the proceedings
they filed before the American Arbitration Association against
Johnson & Johnson International; and two related cases pending
before the U.S. District Court for the District of Puerto Rico
(Case Nos. 17-1405 and 17-2281).
The firm's hourly rates are:
Partners & Special Counsel $325
Junior Partners $250
Associates $225
Paralegals $125
Ricardo Casellas, Esq., a partner and shareholder of Casellas,
assured the court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Ricardo Casellas, Esq.
Casellas, Alcover & Burgos, P.S.C.
208 Ponce De Leon Ave.
Popular Center
San Juan, PR 00918
Tel: (787) 756-1400
Fax: (787) 756-1401
About Puerto Rico Hospital Supply, Inc.
Puerto Rico Hospital Supply, Inc. distributes medical supplies in
Puerto Rico. Customed Inc., founded in 1991, manufactures surgical
appliances and supplies.
Puerto Rico Hospital Supply, Inc. and Customed, Inc. filed
voluntary Chapter 11 petitions (Bankr. D. P.R. Case Nos. 19-01022
and 19-01023) on February 26, 2019. The petitions were signed by
Felix B. Santos, president. The cases are assigned to Judge Enrique
S. Lamoutte Inclan.
At the time of the filing, Puerto Rico Hospital estimated $50
million to $100 million in assets and $10 million to $100 million
in liabilities while Customed, Inc. estimated $10 million to $50
million in both assets and liabilities.
Alexis Fuentes Hernandez, Esq. at Fuentes Law Offices, represents
the Debtors as counsel.
PULMATRIX INC: Doctor Robert Clarke Resigns as CEO
--------------------------------------------------
Dr. Robert Clarke has stepped down as chief executive officer of
Pulmatrix, Inc. Ted Raad will immediately transition from his
current role as chief business officer to that of chief executive
officer and member of the Pulmatrix Board of Directors. In order
to ensure a smooth transition, Dr. Clarke will continue as an
advisor to the Board of Directors and Company management through
Aug. 14, 2019.
"The Pulmatrix Board of Directors appreciates the contributions of
Dr. Clarke in leading Pulmatrix through the critical stages of an
early-stage development-focused company. Bob was integral in the
development of Pulmatrix's iSPERSE inhaled drug delivery platform
and product pipeline. As CEO, Bob also led the company through the
transition from a private to public company. We wish the best for
Bob," said Mark Iwicki, the Company's Chairman. "We believe that
Ted is well positioned to lead Pulmatrix into a late-stage
development and commercial organization. Ted recently led
completion of Pulmatrix's partnership with Cipla Technologies for
the development and commercialization of Pulmazole and brings a
breadth and depth of executive management, clinical development and
commercial experience to the role."
"After fifteen years at Pulmatrix growing with the organization
from Head of R&D to CSO and ultimately to CEO, I've had the
opportunity to see every aspect of the Company's business," said
Dr. Robert Clarke. "With the Pulmazole program partnered with
Cipla Technologies, and a strong balance sheet for future
development, I believe that the business is now heading into a
promising phase of its evolution under Ted's capable leadership. I
look forward to the future success of Pulmatrix as the Company's
products get to patients in need."
"I personally want to thank Bob for his contributions and bringing
me to the Company," said Ted Raad, Pulmatrix's president and chief
executive officer. "Pulmatrix has the potential to transform
patient care in respiratory disease. In addition to Pulmazole
beginning Phase 2, we look forward to advancing PUR1800 towards the
clinic. We have a robust pipeline where each product has the
potential to positively impact patient lives."
Mr. Raad joined Pulmatrix in 2017 as chief business officer to
provide strategic business guidance and lead all business
development efforts, which resulted in a partnership with Cipla
Technologies for the development and commercialization of
Pulmazole. Mr. Raad brings more than 20 years of experience,
including executive leadership roles at Option Care and Sunovion
Pharmaceuticals. Mr. Raad earned a BA in Business Administration
from the University of Colorado at Boulder and an MBA from the
Thunderbird School of Global Management.
The Company entered into a General Release and Severance Agreement
with Mr. Clarke, pursuant to which Mr. Clarke will provide certain
transition services to the Company for a period of 90 days
following the date of his resignation. Pursuant to the Separation
Agreement, Mr. Clarke will be entitled to receive (i) a target
annual performance bonus for 2018 equal to $176,516, less
applicable taxes and other withholdings, payable on the Company's
first regular pay date following the Effective Date, (ii) severance
pay of $441,291, less applicable taxes and other withholdings, for
12 months, payable in equal installments in accordance with the
normal payroll policies of the Company, with the first installment
being paid on the Company's first regular pay date following the
Effective Date, (iii) a separation bonus equal to $32,885, less
applicable taxes and other withholdings, to be paid on the
Company's first regular pay date following the Effective Date, (iv)
certain medical insurance coverage for a period of 12 months or
until Mr. Clarke begins employment with another employer and (v)
the full vesting of any and all outstanding equity awards that
would have vested during the 24-month period following Mr. Clarke's
resignation, with certain exception.
As consideration for his services as chief executive officer, Mr.
Raad will be entitled to receive (i) an annual base salary of
$450,000 and (ii) a target annual cash bonus equal to 45% of his
base salary. The Company expects to enter into a new employment
agreement with Mr. Raad in connection with his appointment as chief
executive officer.
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage
biotechnology company focused on the discovery and development of
novel inhaled therapeutic products intended to prevent and treat
respiratory diseases and infections with significant unmet medical
needs. The Company's proprietary product pipeline is focused on
advancing treatments for serious lung diseases, including
PulmazoleTM, inhaled anti-fungal itraconazole for patients with
ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients
with obstructive lung diseases including asthma and chronic
obstructive pulmonary disease. Pulmatrix's product candidates are
based on iSPERSE, its proprietary engineered dry powder delivery
platform, which seeks to improve therapeutic delivery to the lungs
by maximizing local concentrations and reducing systemic side
effects to improve patient outcomes.
Pulmatrix incurred a net loss of $20.56 million in 2018, following
a net loss of $18.05 million in 2017. As of March 31, 2019,
Pulmatrix had $13.99 million in total assets, $3.79 million in
total liabilities, and $10.19 million in total stockholders'
equity.
Marcum LLP, in New York, NY, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated Feb. 19,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company continues to have
negative cash flow from its operations, 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.
PULMATRIX INC: Incurs $5.15 Million Net Loss in First Quarter
-------------------------------------------------------------
Pulmatrix, Inc. filed with the U.S. Securities and Exchange
Commission on May 15, 2019, its quarterly report on Form 10-Q
reporting a net loss of $5.15 million on $0 of revenues for the
three months ended March 31, 2019, compared to a net loss of $5.22
million on $153,000 of revenues for the three months ended March
31, 2018.
As of March 31, 2019, Pulmatrix had $13.99 million in total assets,
$3.79 million in total liabilities, and $10.19 million in total
stockholders' equity.
At March 31, 2019, the Company had unrestricted cash of $2.146
million and a working deficit of $413,000. The Company had
incurred recurring losses and as of March 31, 2019 had an
accumulated deficit of $199.7 million. During the three months
ended March 31, 2019, the Company had used approximately $3.456
million in its operating activities. The Company has primarily
financed operations to date through the sale of equity securities
and a term loan which was paid in its entirety as of June 30, 2018.
The Company said these factors raised substantial doubt as to its
ability to continue as a going concern.
During the three months ended March 31, 2019, the Company raised an
aggregate of $3.049 million in net proceeds through the sale of its
common stock.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/aI3npn
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage
biotechnology company focused on the discovery and development of
novel inhaled therapeutic products intended to prevent and treat
respiratory diseases and infections with significant unmet medical
needs. The Company's proprietary product pipeline is focused on
advancing treatments for serious lung diseases, including
PulmazoleTM, inhaled anti-fungal itraconazole for patients with
ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients
with obstructive lung diseases including asthma and chronic
obstructive pulmonary disease. Pulmatrix's product candidates are
based on iSPERSE, its proprietary engineered dry powder delivery
platform, which seeks to improve therapeutic delivery to the lungs
by maximizing local concentrations and reducing systemic side
effects to improve patient outcomes.
Pulmatrix incurred a net loss of $20.56 million in 2018, following
a net loss of $18.05 million in 2017. As of Dec. 31, 2018,
Pulmatrix had $14.72 million in total assets, $2.87 million in
total liabilities, and $11.84 million in total stockholders'
equity.
Marcum LLP, in New York, the Company's auditor since 2015, issued a
"going concern" qualification in its report dated Feb. 19, 2019, on
the Company's consolidated financial statements for the year ended
Dec. 31, 2018, citing that the Company continues to have negative
cash flow from its operations, 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.
QMAX FINANCIAL: Moody's Assigns First-Time Caa1 CFR, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to QMax
Financial Holdings Inc., including a Caa1 Corporate Family Rating,
a Caa1-PD Probability of Default Rating and a Caa2 rating on its
senior secured notes. The outlook is stable.
Proceeds from the issuance of the notes along with equity
contributed by its sponsor will be used to refinance QMax's
existing debt capital structure, fund its upcoming U.S. acquisition
upfront payment and purchase certain leased equipment.
Additionally, the company is entering into a new credit agreement
to provide for a $150 million revolving credit facility.
"The financing will support QMax's growth plans and improve its
liquidity," stated James Wilkins, Moody's Vice President.
Assignments:
Issuer: QMax Financial Holdings Inc.
Probability of Default Rating, Assigned Caa1-PD
Corporate Family Rating, Assigned Caa1
Senior Secured Notes, Assigned Caa2 (LGD4)
Outlook:
Issuer: QMax Financial Holdings Inc.
Outlook, Stable
RATINGS RATIONALE
QMax's Caa1 CFR reflects its modest size, high leverage with debt
to EBITDA of 7x (before acquisition pro forma adjustments or
adjustments for some one-time items to EBITDA) at year-end 2018,
and volatile nature of its cash flows. QMax has a narrow product
line (drilling fluids and solids control) that exposes the company
to the volatile and cyclical oil and gas exploration and
development (E&P) sector in which companies often do not generate
positive free cash flow during the industry down cycle. QMax's 2018
revenue has returned to 2014 levels, primarily due to acquisitions,
but the company did not generate meaningful free cash flow, partly
due to one-time costs associated with acquisitions. It enjoys
critical mass in the US market and has positioned itself to grow in
international markets with its suite of fluids, solids control
offerings and other services. However, its scale is modest compared
to the large integrated oilfield services providers that have much
greater financial resources in a competitive market. Moody's
expects the company to continue to grow and diversify its
geographic exposure through acquisitions, which may be financed
through a combination of debt funding and equity contributions from
its sponsor, but leaves the potential for higher leverage and
integration risks.
The proposed secured notes due 2024 are rated Caa2, one notch below
the Caa1 CFR. The liability structure includes the secured
revolving credit facility and secured notes. The notching of the
secured notes below the CFR reflects the more junior priority claim
on accounts receivable and more senior claim on inventory and fixed
assets than the secured revolving credit facility.
QMax has adequate liquidity supported primarily by availability
under its $150 million revolving credit facility due 2024 as well
as modest cash flow from operations. While the company generated $1
million of free cash flow in 2018, Moody's expects the company's
planned capital expenditures and working capital requirements will
be a drag on future free cash flow generation as it grows its
revenue. Additionally, the company is required to make earnout
payments and a deferred payment on the Anchor acquisition that will
likely exceed its free cash flow and require it to borrow under the
revolver. The company expects to have $5 million drawn on the
revolver when its refinancing transactions and the upcoming U.S.
acquisition close. The credit facility has one financial covenant
that requires the company to maintain a minimum fixed charge
coverage ratio of 1.00x, if excess availability is less than 12.5%
of the facility limit for five consecutive days. The company does
not have any near-term debt maturities.
The stable outlook reflects Moody's expectation that QMax will
continue to grow its revenues, as US oil & gas drilling activity
remains robust, and improve its cash flows. The ratings could be
upgraded if leverage were to decrease and be sustained below 5.5
times and the company were to generate positive free cash flow. The
ratings could be downgraded if the company's liquidity were to
deteriorate, its interest coverage were to fall below 1.5x on a
sustained basis or leverage were to materially increase.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
Q'Max Solutions Inc. (the parent of QMax Financial Holdings, Inc.),
headquartered in Houston, Texas, is a global provider of onshore
and offshore drilling fluids, solids control and waste management
solutions. It is owned by funds managed by Palladium Partners and
has annual revenues of approximately $0.5 billion.
QUORUM HEALTH: S&P Lowers ICR to 'CCC' on Tightening Liquidity
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Brentwood,
Tenn.-based Quorum Health Corp. to 'CCC' from 'CCC+' with negative
outlook.
At the same time, S&P lowered its issue-level rating on Quorum's
senior secured debt to 'CCC' from 'CCC+' and its issue-level rating
on its unsecured debt to 'CC' from 'CCC-'. The '3' recovery rating
on the senior secured debt and '6' recovery rating on the unsecured
debt are unchanged.
S&P said the downgrade reflects weak operating performance in the
first quarter of 2019, a slower-than-expected pace of divestitures,
and greater prospects for a covenant violation and possible debt
restructuring, adding that the company has only divested one of the
eight planned hospital divestitures for 2019.
"In our view, the company must both achieve this asset sales target
and improve financial performance. Given early financial results in
2019, including weak operating trends, we believe the chances are
lower that the company will achieve both its asset sales target,
and sustain better financial results the rest of the year, possibly
falling short of its guidance," S&P said. "While we expect some
improvement in operating results in the second half of 2019
primarily from lower costs, we are not confident that it will be
sufficient to comply with its maximum secured net leverage covenant
when it steps down in early 2020."
Failure to achieve its guidance, operational improvements, and
divestitures could make it significantly more difficult for the
company to refinance its capital structure, according to the rating
agency.
"While Quorum does not face any maturities until the revolver and
asset-based lending (ABL) facility mature in 2021, its interest
expense is very high, the cushion under its net first-lien leverage
covenant is increasingly tight, and we see only limited opportunity
for it to improve its fixed-charge coverage ratios absent a
successful refinancing," S&P said.
"The negative outlook reflects weak early 2019 financial results
and lower-than-expected asset sale progress, giving us less
confidence that the company can meet our base-case forecast and
comply with its maximum secured net leverage covenant in early
2020. We see heightened risk of debt restructuring over the next
year," the rating agency said.
S&P said it could lower its rating on Quorum if it believes that
the company is at risk of a distressed exchange or a restructuring
within the next six months, adding that this could occur if the
company's operating performance deteriorates further, reducing the
rating agency's confidence in the company's ability to comply with
its current financial covenant and to refinance its debt as it
comes due.
"We could revise the outlook to stable if the company successfully
implements its portfolio rationalization and cost-reduction
initiatives, providing us with greater confidence it will meet
covenant requirements in the first quarter of 2020 and leading us
to believe the company can meet its debt obligations for at least
the following year," S&P said.
RAYCO MACHINE: Allowed to Use Cash Collateral on Final Basis
------------------------------------------------------------
The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Rayco Machine & Engineering
Group, Inc., to use cash collateral on a final basis.
The Debtor represents that it will only use the cash collateral to
pay its operating expenses specifically outlined on the Operating
Budget, not to exceed by more than 15% per line item of the amounts
listed on the budget.
In exchange for Debtor's use of cash collateral, replacement liens
are granted in favor of JP Morgan Chase Bank, N.A. and the Internal
Revenue Service to the extent, validity and priority of Chase's and
IRS' pre-petition liens, including the judgment awarded to Chase on
Sept. 25, 2018 against Rayco and RMEGI.
The Debtor will at all times maintain insurance coverage on all
assets of the bankruptcy estate in an amount sufficient to cover
the replacement value of Debtor's assets and will provide Chase
ongoing evidence that insurance is in place.
The Debtor will also provide monthly reconciliations to Chase
comparing actual receipts and expenses to those listed on the
Operating Budget.
About Rayco Machine & Engineering
Group and RMEGI LLC
Rayco Machine & Engineering Group, Inc., operates a machine shop
and tool repair business in Indianapolis, Indiana.
Rayco Machine and its affiliate RMEGI, LLC, filed their voluntary
Chapter 11 petitions (Bankr. S.D. Ind. Lead Case No. 19-00242) on
Jan. 15, 2019.
In the petition signed by Gregory A. Cox, owner and president,
Rayco Machine estimated $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. RMEGI estimated assets of
less than $1 million and liabilities of $1 million to $10 million.
The cases are assigned to Judge Robyn L. Moberly.
Hester Baker Krebs LLC is the Debtors' counsel.
RECREATIONAL ACREAGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Recreational Acreage Exchange Ltd.
53 Burd Street
Nyack, NY 10960
Business Description: Recreational Acreage Exchange is a
real estate holding company in Nyack, New
York.
Chapter 11 Petition Date: May 17, 2019
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Case No.: 19-23002
Judge: Hon. Robert D. Drain
Debtor's Counsel: Robert S. Lewis, Esq.
ROBERT S. LEWIS, PC
53 Burd Street
Nyack, NY 10960
Tel: (845) 358-7100
Fax: (845) 353-6943
E-mail: robert.lewlaw1@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Kevin Misevis, president.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb19-23002.pdf
REDIGI INC: Must File Amended Disclosures Before May 28
-------------------------------------------------------
Bankruptcy Judge Mindy A. Mora issued an order rescheduling the
hearing to consider approval of disclosure statement to June 4,
2019 at 1:30 p.m.
The Debtor must file an amended disclosure statement in both clean
and redlined form no later than May 28, 2019.
About ReDigi Inc.
ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-20809) on August 3, 2016. The petition was signed by John Mark
Ossenmacher, CEO. At the time of the filing, the Debtor had $250
in total assets and $6,590,000 in total liabilities.
The Debtor employed Shraiberg, Landau & Page, P.A. as bankruptcy
counsel, and Baker & Hostetler LLP as special counsel.
No official committee of unsecured creditors has been appointed.
ROCK WORSHIP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Rock Worship Center C.O.G.I.C.
6012 BayField Pkwy, Suite 346
Concord, NC 28027
Business Description: The Rock Worship Center C.O.G.I.C. --
http://www.rockworshipcenter.org/--
is a church in Concord, North Carolina.
Chapter 11 Petition Date: May 17, 2019
Court: United States Bankruptcy Court
Western District of North Carolina (Charlotte)
Case No.: 19-30668
Judge: Hon. Laura T. Beyer
Debtor's Counsel: Robert Lewis, Jr., Esq.
THE LEWIS LAW FIRM, P.A.
434 Fayetteville Street, Suite 2330
Raleigh, NC 27601
Tel: 919-609-2494
Fax: 919-573-9161
E-mail: rlewis@thelewislawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Frank Jacob, senior paster/CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/ncwb19-30668.pdf
RUBEN JASSO TRUCKING: Sale of 2 Antique Ford Mustangs to Fund Plan
------------------------------------------------------------------
Ruben Jasso Trucking, LLC, filed a disclosure statement describing
its proposed plan of reorganization dated May 3, 2019.
General unsecured creditors holding claims under $10,000 are
classified in Class 12 and will receive a distribution of 70% of
their allowed claims to be distributed in four quarterly payments
commencing on the first days of September and December 2019 and
March and May 2020. Larger unsecured claims are to be paid
approximately 86.5% of their allowed claims in deferred
installments from February 2020 to June 2024 of earlier if plan
feasibility would not be jeopardized.
The source of the Debtor's payments to creditors will be from
regular operations and the sale of its two antique Ford Mustangs.
A copy of the Disclosure Statement dated May 3, 2019 is available
at https://tinyurl.com/y5ggno3z from Pacermonitor.com at no charge.
About Ruben Jasso Trucking
Ruben Jasso Trucking, LLC, is a privately held company in El Paso,
Texas, in the general freight trucking business.
Ruben Jasso Trucking filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 18-31630) on Sept. 28, 2018. In the petition
signed by Ruben Jasso, managing member, the Debtor estimated $1
million to $10 million in assets and liabilities. The case is
assigned to Judge Christopher H. Mott. The Debtor hired E.P. Bud
Kirk, Esq., at Law Office of E.P. Bud Kirk, as counsel.
SABIR PROPERTIES: Parties Interested in Renting Locations Disclosed
-------------------------------------------------------------------
Sabir Properties, LLC, filed a small business second amended
disclosure statement in support of its second amended chapter 11
plan dated May 3, 2019.
The second amended plan discloses that the Debtor has three parties
who have expressed interest in renting locations once they know the
bankruptcy has been resolved. They are: Foram Inc, Saagardev LLC,
and US Oil Company. US Oil Company has, over the last few weeks,
visited all three of Sabir Properties closed gas stations in
Youngstown area and they are interested in leasing two of the three
properties if Sabir agrees to renovate the properties and make them
a “Turn Key Operation.” The first location of interest is 702
Meridian Road, Youngstown, Ohio. US OIL wants the Debtor to
renovate the location with new fuel dispensers, new electronic
signage and repave/repair the lot US Oil has expressed interest for
that location at $3000 Gross rent per month to start for first 2
years then increase it to $4000 gross rent for this location after
Five months of free ramp up period. The Debtor is negotiating a 10
years fuel purchase agreement with US Oil so they can recover their
investment for the new fuel dispensers, Mobil Gas Station properly
imiging costs and electronic fuel price signs.
A copy of the Second Amended Disclosure Statement is available at
https://tinyurl.com/y3gkwent from Pacermonitor.com at no charge.
About Sabir Properties, Inc.
Sabir Properties, Inc. filed for Chapter 11 bankruptcy protection
on (Bankr. W.D. Pa. Case No. 18-10652) June 28, 2018, listing $3.3
million in total assets and $2.49 million in total liabilities. The
petition was signed by Shaukat Sindhu, president.
Judge Thomas P. Agresti presides over the case. Donald R.
Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's
counsel.
SAHBRA FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sahbra Farms, Inc.
8261 Diagonal Road
Streetsboro, OH 44241
Business Description: Sahbra Farms Inc. is a horse breeder in
Streetsboro, Ohio.
Chapter 11 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Northern District of Ohio (Akron)
Case No.: 19-51155
Judge: Hon. Alan M. Koschik
Debtor's Counsel: Thomas W. Coffey, Esq.
COFFEY LAW LLC
2430 Tremont Avenue, Front
Cleveland, OH 44113
Tel: (216) 870-8866
E-mail: tcoffey@tcoffeylaw.com
Total Assets: $3,286,476
Total Liabilities: $2,684,224
The petition was signed by David Gross, 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/ohnb19-51155.pdf
SALEM MEDIA: Moody's Cuts CFR & Senior Secured Notes to B3
----------------------------------------------------------
Moody's Investors Service downgraded Salem Media Group, Inc.'s
corporate family rating and senior secured note rating to B3 from
B2. The outlook is stable.
The downgrade is due to weaker than expected performance that has
caused leverage to increase to 6.2x as of Q1 2019 from 5.6x as of
Q1 2018. Results have continued to be impacted by the shift of ad
dollars to digital mobile and social media, competitive conditions
for local radio ad dollars, and declines in local block programing
revenue. Free cash flow generation has also deteriorated during the
LTM period ending in Q1 2019.
A summary of Moody's actions are as follows:
Downgrades:
Issuer: Salem Media Group, Inc.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3
Gtd Senior Secured 1st lien Notes due 2024, Downgraded to B3 (LGD4)
from B2 (LGD4)
Outlook Actions:
Issuer: Salem Media Group, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Salem's B3 CFR reflects the company's very high leverage of 6.2x as
of Q1 2019 (excluding Moody's lease adjustments) and a weak free
cash flow-to-debt ratio of less than 2% for the LTM period. The
company has operations in broadcasting, digital media, and
publishing focused on Christian and conservative content. Overall
broadcast performance is vulnerable to the secular pressures in the
radio industry due to increased competition for ad dollars from
digital and social media companies and for listeners from digital
music providers. While Salem's broadcast revenue is supported by
rate increases from national block programming operations, overall
performance has been weak with an EBITDA decline of 11% during the
LTM period ending in Q1 2019 compared to the prior period. The size
of the company is very small with LTM revenue of $259 million as of
Q1 2019 which elevates the volatility in performance. Salem has
also completed a number of related party transactions with
management and family members. The company has a leading market
position in Christian teaching and talk format and Moody's expects
its national block programing revenue to be more stable compared to
the rest of the company. National block programming is less reliant
on advertising dollars due to its recurring nature, although its
local block programing has experienced declines due to competitive
and regulatory issues that have impacted a portion of its customer
base. The station portfolio is largely in the top 25 markets with
the vast majority of signals on the less attractive AM band. While
the company has a broad footprint, there is geographic
concentration as Salem's top two markets (Los Angeles and Dallas)
accounted for roughly 34% of net advertising revenue in 2018. Salem
has a leading position in the niche religious format although the
company competes for consumer time and attention with a wide
variety of news and information content.
Salem has a weak liquidity profile as reflected in the SGL-4
speculative-grade liquidity rating. The company has access to a $30
million ABL facility due 2022 that has $16 million drawn as of Q1
2019 and cash on the balance sheet is minimal. Free cash flow of $3
million as of LTM Q1 2019 is weak after dividends of $6.8 million
and capex spend of approximately $9 million during the same time
period. Moody's expects free cash flow-to-debt to improve modestly
going forward and the company does have the ability to reduce its
dividend to generate additional liquidity. Salem has also spent
$21.6 million over the LTM ending Q1 2019 to buy back its
outstanding debt at a discount. Further buy backs are expected to
occur depending on market conditions and liquidity availability.
Salem's alternative liquidity is limited as the vast majority of
stations are AM signals which are less attractive given that most
listenership has migrated to the FM band. The ABL facility is
subject to a fixed charge coverage ratio of 1x when availability is
less than the greater of 15% of the maximum revolver amount and
$4.5 million for 60 consecutive days after the threshold amount has
been reached.
The stable outlook reflects Moody's view that revenue will be flat
to slightly negative in 2019 due to the lack of political ad
revenue with low to mid-single digit declines in EBITDA. Leverage
is expected to increase modestly over the next year although
additional debt reduction may help offset a portion of the impact.
Ratings could be downgraded if debt-to-EBITDA was expected to be
above 7x (excluding Moody's lease adjustments), the EBITDA minus
capex to interest coverage ratio declined to less than 1x, or if
free cash flow was negative. A further deterioration of its
liquidity profile could also result in a downgrade.
Ratings could be upgraded if debt-to-EBITDA is sustained
comfortably under 5.75x (excluding Moody's lease adjustments) with
positive organic revenue growth, stable EBITDA margins, and a free
cash flow-to-debt percentage in the mid-single digit range. Salem
would also need to maintain a good liquidity profile.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Salem Media Group, Inc., formed in 1986 and headquartered in
Camarillo, CA, is a religious programming and conservative talk
radio broadcaster (76% of Q1 2019 LTM revenue) with integrated
business operations including digital media (16%) and publishing
(8%). Salem owns or operates 116 local radio stations (33 FM, 83
AM) in 39 markets, including 73 stations in 23 of the top 25
markets. Its radio network provides content for approximately 3,200
affiliates as of YE 2018. The digital media business provides
digital services including audio and video web streaming of
Christian and conservative themed content as well as other
services. Salem's publishing business largely publishes books by
conservative authors and offers a self-publishing service. Edward
G. Atsinger III (CEO), Stuart Epperson (Chairman, and
brother-in-law of CEO), Edward C. Atsinger (son of the CEO), Nancy
A. Epperson (Chairman's spouse), and their trusts own a majority of
the economic interest in the company and have voting control
through a dual class share structure with the remaining shares
being widely held. Revenue for the last twelve months ending Q1
2019 was $259 million.
SALLY WILLIAMSON: Seeks Authorization on Cash Collateral Use
------------------------------------------------------------
Sally Williamson & Associates, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to use their
available cash to pay operating expenses of the Business.
First Home Bank asserts a first priority security interest in all
accounts, accounts receivable, and deposit accounts.
As adequate protection for the cash collateral, First Home will be
given a replacement lien on all tangible and intangible personal
property, including but not limited to, accounts and accounts
receivable wherever located belonging to Debtor, to the extent and
validity of those liens that existed prepetition.
About Sally Williamson & Associates
Sally Williamson & Associates offers executive coaching, custom
workshops or any of its signature workshops: Executive Presence,
Effective Presentations and Leading Executive Conversations.
Sally Williamson & Associates filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 19-54623) on March 25, 2019. In
the petition signed by Mark Williamson, CFO, the Debtor estimated
$0 to $50,000 in assets and $1 million to $10 million in
liabilities. The case is assigned to Judge Paul Baisier. The
Debtor is represented by Will B. Geer, Esq., at Wiggam & Geer, LLC.
SCOTTY'S HOLDINGS: Given Until June 9 to Exclusively File Plan
--------------------------------------------------------------
Judge Jeffrey Graham of the U.S. Bankruptcy Court for the Southern
District of Indiana extended the period during which Scotty's
Holdings, LLC and its affiliates have the exclusive right to file a
Chapter 11 plan through June 9, and to solicit acceptances for the
plan through Aug. 8.
About Scotty's Holdings
Scotty's Brewhouse is a craft beer sports bar with 16 locations
throughout Indiana, Illinois, Ohio, Florida, and Texas. The
original Scotty's Brewhouse was opened in Muncie, Indiana in 1996.
Scotty's Holdings, LLC and its affiliates, including Scotty's
Brewhouse, filed voluntary petitions seeking relief under Chapter11
of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243) on
Dec. 11, 2018. In the petitions signed by Berekk Blackwell,
executive manager, Scotty's Holdings estimated $1 million to $10
million in both assets and liabilities and Scotty's Brewhouse
estimated $100,000 to $500,000 in both assets and liabilities.
Judge Jeffrey J. Graham presides over the cases. The Debtors hired
Quarles & Brady LLP and Hester Baker Krebs LLC as their legal
counsel.
SCS HOLDINGS: S&P Affirms 'B' ICR on Proposed LBO by CD&R
---------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on San
Antonio, Texas-based technology solutions provider SCS Holdings I
Inc. (Sirius) with stable outlook.
S&P also assigned a 'B' issue-level rating and '3' recovery rating
to Sirius' proposed first-lien senior secured credit facilities,
consisting of $750 million term loan and $190 million revolver, and
a 'CCC+' issue-level rating and '6' recovery rating to the proposed
$300 million senior unsecured notes.
Sirius, the holding company of Sirius Computer Solutions Inc., is
being acquired by Clayton, Dubilier & Rice (CD&R), a private
equity sponsor, for approximately $1.5 billion, partially funding
the transaction with $1.05 billion of debt.
"The affirmation primarily reflects our expectation that adjusted
leverage, pro forma for the proposed leveraged buyout (LBO) debt
financing, will remain within our leverage threshold at the 'B'
rating. Following the transaction, we estimate that pro forma S&P
Global Ratings-adjusted debt to EBITDA will increase to the high-6x
area, up from the high-5x area for the 12 months ended Dec. 31,
2018," S&P said.
"The stable outlook reflects our forecast that Sirius will likely
to grow revenue in the low- to mid-single-digit area over the next
two years, supported by the company's positioning in fast-growing
cybersecurity solutions and managed services. Our base-case
expectation for the next 12 months is for adjusted debt to EBITDA
in the mid- to high-6x area, due to additional debt to fund the LBO
by CD&R," the rating agency said.
S&P said it could lower the rating if Sirius experiences revenue
declines due to weak demand for products from key suppliers, or the
company experiences declines in profitability due to increased
competition, leading to diminished operating earnings such that it
sustains leverage above 7x, or has FOCF to debt in the
low-single-digits, without prospects for improvement. This could
also result from the company assuming a more aggressive financial
policy through further acquisitions or dividends, according to the
rating agency.
"Although unlikely given its financial sponsor ownership, we could
raise the rating if EBITDA growth or debt repayment results in
sustained leverage below 5x. This would most likely be due to
better performance from the company's largest product suppliers and
contingent on management's commitment to maintain leverage at or
below these levels," S&P said.
SEARS HOLDINGS: Exclusive Plan Filing Period Extended to June 12
----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York extended the period during which Sears
Holdings Corporation and its affiliated debtors have the exclusive
right to file a Chapter 11 plan through June 12, and to solicit
acceptances for the plan through Aug. 13.
About Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
Weil, Gotshal & Manges LLP is serving as legal counsel and M-III
Partners is serving as restructuring advisor. Aebersold, Managing
Director, and Levi Quaintance, Vice President of Lazard Freres &
Co. LLC serve as investment banker to Holdings. DLA Piper LLP is
the real estate advisor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on an official committee of unsecured
creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the
creditors' committee. FTI Consulting is financial advisor to the
creditors' committee. Houlihan Lokey Capital, Inc., is providing
investment banking services to the committee.
SJKWD LLC: Exclusive Plan Filing Period Extended Until July 8
-------------------------------------------------------------
Judge Robert Mark of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which SJKWD, LLC has
the exclusive right to file a Chapter 11 plan through July 8, and
to solicit acceptances for the plan through Sept. 9.
About SJKWD LLC
SJKWD, LLC, operates its business under the name Denny's Restaurant
located at 2710 N. Roosevelt Boulevard, Key West Florida. SJKWD
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 18-17154) on June 14, 2018. In the petition
signed by Stan Jackowski, managing member, the Debtor disclosed
$199,323 in assets and $1,036,677 in liabilities. Judge Robert A.
Mark presides over the case.
The Debtor is represented by Aaron A. Wernick, Esq., at Furr &
Cohen, P.A., in Boca Raton, Florida.
SKY PARTNERS NYS: Exclusive Plan Filing Period Extended to June 4
-----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York extended the period during which Sky Partners
NYS LLC has the exclusive right to file a Chapter 11 plan through
June 4, and to solicit acceptances for the plan through Aug. 3.
The extension will give the company more time to negotiate with its
only secured creditor PNC Bank, National Association concerning its
real estate property located at 4013 Dyre Avenue, Bronx, New York.
PNC Bank was the holder of a mortgage securing the property when it
was sold by its previous owner to Sky Partners. In June 22 last
year, the bank obtained a final judgment from the Supreme Court,
Bronx County, to foreclose the property, according to court
filings.
Sky Partners intends to sell the property within four to six months
or pursue a refinancing in order to pay its secured lender.
About Sky Partners NYC
Sky Partners NYC LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 18-23709), on Nov. 2, 2018. The petition was signed by
Abraham Koenig, member. At the time of filing, the Debtor had
estimated both assets and liabilities to be between $100,001 and
$500,000. The Debtor is represented by the Law Offices of Allen A.
Kolber, Esq.
SOUTHCROSS ENERGY: Moody's Rates $127.5MM DIP Term Loan 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Southcross
Energy Partners, L.P.'s $127.5 million senior secured priming
superpriority debtor-in-possession term loans comprised of a $72.5
million new-money term loan and a $55 million new-money letter of
credit term loan. On May 7, 2019, The US Bankruptcy Court for the
District of Delaware approved up to $255 million of aggregate DIP
loans, but Moody's did not rate the subordinated $127.5 million
term loan (Roll-up loan) that will be used to refinance
pre-petition term loans held by Southcross Energy's DIP lenders.
These DIP facilities were provided by certain pre-petition first
lien lenders that will help the company manage operations and
liquidity needs during the Chapter 11 reorganization process, and
the DIP credit agreement has a maturity date of October 1, 2019.
Southcross Energy and its affiliated entities had filed a voluntary
petition for relief under Chapter 11 on April 1, 2019, and Moody's
subsequently withdrew all ratings on the company.
Assignments:
Issuer: Southcross Energy Partners, L.P. (DIP)
Senior Secured Term Loan, Assigned Ba2
Senior Secured Delayed Draw Term Loan, Assigned Ba2
Senior Secured Letter of Credit Facility, Assigned Ba2
RATINGS RATIONALE
The Ba2 rating primarily reflects the collateral package and
collateral coverage available to the rated DIP facilities, which
Moody's views to be modestly strong. The rating also reflects the
structural features of the DIP facility; the size of the rated DIP
facilities; the cause of the bankruptcy filing and the nature and
scope of the reorganization.
The DIP term loans are secured by a senior perfected security
interest in substantially all of the assets of Southcross Energy.
Moody's estimates total collateral coverage of the rated DIP
facilities is at least 2x under either a reorganization or
liquidation scenario, which is consistent with a Baa factor scoring
in its Debtor-in-Possession Lending Rating methodology. In
addition, the ratio of the rated DIP term loans relative to
pre-petition debt is relatively low at less than 25%.
The structure of the DIP benefits from the first lien superpriority
status of all collateral, upstream guarantees from all the asset
owning subsidiaries, the nature of the DIP, which is balanced
between new money and rollover amounts, and the absence of
covenants other than a periodic budget variance test. The structure
approved by the bankruptcy court and collateral package ensures
that the DIP term loan is fully repaid prior to Southcross exiting
bankruptcy.
In assessing the cause of the bankruptcy filing and the nature and
scope of the reorganization—Moody's believes that the bankruptcy
was largely due to elevated debt levels relative to depressed
earnings, but a commodity price downturn and reduced access to
liquidity also contributed to the bankruptcy. Moody's views the
reorganization as relatively uncomplicated and that by
significantly reducing debt the company should be able to
adequately reinvest, grow gathering and processing volumes and
produce free cash flow.
The principal methodology used in these ratings was
Debtor-in-Possession Lending published in June 2018.
Southcross Energy Partners, L.P. is a midstream MLP headquartered
in Dallas, Texas.
This rating is assigned on a point-in-time basis, and will be
withdrawn as soon as practicable, before which it is subject to
monitoring.
SUNCREST STONE: Seeks to Extend Solicitation Period to July 19
--------------------------------------------------------------
Suncrest Stone Products, LLC and 341 Stone Properties, LLC asked
the U.S. Bankruptcy Court for the Middle District of Georgia to
extend the period during which they have the exclusive right to
solicit acceptances for their Chapter 11 plan through July 19.
The companies' current exclusive period to file a plan expired on
May 9.
The companies said the extension is warranted as they have proven
to be "active and effective debtors-in-possession." Since the
commencement of their Chapter 11 cases, they have been focused on
important activities including, among other things, conducting the
day-to-day operations of their businesses; evaluating and
prioritizing the funding requirements; negotiating and advancing
debtor-in-possession financing; and preparing and participating in
significant hearings, the companies disclosed in court filings.
About Suncrest Stone Products
Suncrest Stone Products, LLC -- https://www.suncreststone.com/ --
is a stone supplier in Ashburn, Georgia. Its products include
Ashlar, Country Ledge, Ledge, River Rock, Olde-Castle, Splitface,
Stock, and Rubble.
Suncrest Stone Products and 341 Stone Properties, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Lead Case No. 18-10850) on July 13, 2018. In the petition signed
by Max Suter, authorized officer, Suncrest estimated assets of less
than $1 million and liabilities of $1 million to $10 million. 341
Stone estimated $1 million to $10 million in assets and
liabilities. Judge Austin E. Carter presides over the cases.
Stone & Baxter, LLP, is the Debtors' counsel. McMurry Smith &
Company is the accountant. Crumley and Associates Inc. d/b/a South
Georgia Appraisal Company is appraiser to the Debtor.
SUNGLO HOME: Seeks to Hire CasMar as Healthcare Consultant
----------------------------------------------------------
Sunglo Home Health Services, Inc. seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to hire a
healthcare consultant.
In an application filed in court, the Debtor proposes to employ
CasMar Consulting, Corp. to help create a home and community-based
program that provides mental healthcare services, and obtain
licensing for the program from the Texas Health and Human Services
Commission.
The services to be provided by the firm include the creation and
implementation of an operations manual for the provision of home
and community-based services based on the rules of the HHS; and
assisting the Debtor in complying with the initial certification
review by the agency.
CasMar will be compensated as follows: (i) a flat fee of $7,500 for
the completion of operations manual, training manual and licensing
application; and (ii) an hourly fee of $100 for additional
consulting services. The firm requires an initial payment of
$3,750, with the remaining balance to be paid within 60 days after
delivery of the operations manual.
Sergio Castillo, chief executive officer of CasMar, attests that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sergio Castillo
CasMar Consulting, Corp.
821 Hill Country Rd
Edinburg, TX 78539
Tel. 956/279-9653
About Sunglo Home Health Services
Sunglo Home Health Services, Inc. -- http://www.sunglohhs.com/--
is a home health care services provider that offers a variety of
programs to assist the aging and disabled in sustaining an improved
quality of life. With more than 27 years of experience, Sunglo
offers adult daycare, nurses, nursing aides, therapies, domestic
help and spiritual support.
Based in Harlingen, Texas, Sunglo Home Health Services, Inc., which
conducts business under the names Sunglo Adult Day Care VIII,
Sunglo Adult Day Care II and Brighten Academy, filed a voluntary
Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-10061) on Feb.
14, 2019, and disclosed $476,699 in assets and $1,540,810 in
liabilities. The petition was signed by Linda Salazar, vice
president.
Judge: Marvin Isgur presides over the case. The Debtor is
represented by Jana Smith Whitworth, Esq., at JS Whitworth Law
Firm, PLLC.
T BAR W PROPERTIES: Exclusivity Period Expires Today
----------------------------------------------------
T Bar W Properties, Inc.'s exclusivity period will expire today,
May 20, according to filings with the U.S. Bankruptcy Court for the
Eastern District of Texas.
The exclusivity period refers to the 120-day period in which only
the company can file a Chapter 11 plan after a bankruptcy petition.
As long as it is in effect, no competing plans can be put forward.
About T Bar W Properties
T Bar W Properties, Inc., is a privately held company in Tyler,
Texas, in the cattle ranching and farming business. T Bar W
Properties, based in Tyler, TX, filed a Chapter 11 petition (Bankr.
D. Tex. Case No. 18-60770) on Dec. 3, 2018. In the petition signed
by John H. Wampler, president, the Debtor estimated $1 million to
$10 million in assets and liabilities. Michael E. Gazette, Esq.,
at the Law Offices of Michael E. Gazette, serves as bankruptcy
counsel.
TAJAY RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Three affiliates that filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Tajay Restaurants Inc. 19-70067
3304 Essex Drive
Richardson, TX 75082
Yummy Seafoods, LLC 19-70068
3304 Essex Drive
Richardson, TX 75082
Yummy Holdings LLC 19-70069
3304 Essex Drive
Richardson, TX 75082
Business Description: Tajay Restaurants and its subsidiaries own
and operate restaurants.
Chapter 11 Petition Date: May 16, 2019
Court: United States Bankruptcy Court
Western District of Texas (Midland)
Judge: Hon. Tony M. Davis
Debtors' Counsel: Eric J. Taube, Esq.
WALLER LANSDEN DORTCH & DAVIS, LLP
100 Congress Ave, Suite 1800
Austin, TX 78701
Tel: (512) 685-6400
Fax: 512-685-6417
E-mail: eric.taube@wallerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Omar Misleh, authorized agent.
Full-text copies of the Debtors' petitions containing, among other
items, lists of the Debtors' 20 largest unsecured creditors are
available for free at:
http://bankrupt.com/misc/txwb19-70067.pdf
http://bankrupt.com/misc/txwb19-70068.pdf
http://bankrupt.com/misc/txwb19-70069.pdf
THOMSON-SHORE INC: Wants to Obtain Credit, Use Cash Collateral
--------------------------------------------------------------
Thomson-Shore, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Michigan to use cash collateral
and obtain debtor-in-possession financing from MetaBank, as
successor to Crestmark Bank.
The Debtor desires that MetaBank continue its existing, ordinary
course, asset based lending arrangement under the terms of the
Pre-Petition Loan Documents to enable the Debtor to continue to
operate and to help bridge the gap to a sale of substantially all
of its assets. The use of cash collateral is also needed to pay
costs of the Debtor's professionals as may be approved by the
court.
As of March 22, the Debtor was indebted to MetaBank in the
principal amount of $1,788,015 under the Pre-Petition Loan
Documents. MetaBank has a first priority security interest in all
of the Debtor's present and future accounts and inventory and a
second priority security interest in substantially all of the
Debtor's machinery and equipment and its real property pursuant to
that certain Lien Subordination Agreement between MetaBank and Old
National Bank f/k/a United Bank & Trust.
The Debtor intends to use cash collateral to fund debt service and
related payments to Old National Bank and to pay ordinary and
necessary costs and expenses of its business and preserving the
value of Old National Bank's collateral.
The Debtor will grant Old National Bank with replacement liens and
security interests on all further accounts receivable, cash and
deposit accounts in the same priority, validity and extent that the
Debtor's interest in the cash collateral existed as of the Petition
Date. Moreover, Old National Bank will receive interests only
payments of $29, 333 on the contractual due date.
About Thomson-Shore
Thomson-Shore, Inc., also known as Seattle Book Co., also known as
Bessenberg Bindery -- https://thomsonshore.com/ -- is a 100%
employee-owned full service book manufacturing, printing,
publishing, production, and distribution company. The company
specializes in fulfilling the needs of book publishers, from an
author's initial Word document to the end reader. Its business
solutions span the entire publishing supply chain. Thomson-Shore
was founded in 1972 and is located at 7300 West Joy Road, Dexter,
Michigan.
Thomson-Shore, Inc. sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 19-44343) on March 25, 2019. In the petition signed by
Peter Shima, president, the Debtor disclosed total assets at
$14,454,993 and total liabilities at $11,622,522. Judge Thomas J.
Tucker is assigned to the case. The Debtor tapped Scott
Kwiatkowski, Esq., at Goldstein Bershad & Fried PC as counsel.
THREE J FOOD: Seeks to Hire Jonathan J. Sobel as Legal Counsel
--------------------------------------------------------------
Three J Food Market, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to hire the Law
Offices of Jonathan J. Sobel as its legal counsel.
The firm will advise the Debtor of its power and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm will charge an hourly fee of $250 for its services. The
Debtor paid Sobel a retainer in the amount of $2,033, plus the
filing fee of $1,717.
Jonathan Sobel, Esq., disclosed in court filings that he and other
employees of the firm have no connections with the Debtor,
creditors or any other "party in interest."
The firm can be reached through:
Jonathan J. Sobel, Esq.
Law Offices of Jonathan J. Sobel
1500 Walnut Street, Suite 2000
Philadelphia, PA 19102
Phone: (215) 735-7535
Fax: (215) 735-7539
Email: Mate89@aol.com
About Three J Food Market Inc.
Three J Food Market, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-12915) on May 6,
2019. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. The case
is assigned to Judge Jean K. Fitzsimon. Law Offices of Jonathan J.
Sobel is the Debtor's counsel.
TRIANGLE PETROLEUM: Files Debt-to-Equity Chapter 11 Plan
--------------------------------------------------------
Triangle Petroleum Corporation filed a Chapter 11 plan of
reorganization and accompanying disclosure statement proposing to
that all general unsecured claims will be unimpaired and will be
paid in full in cash, paid or disputed in the ordinary course of
business.
As of the Petition Date, TPC owes approximately $169.1 million in
funded secured debt.
TPC's secured debt obligations include: (i) $2 million in
principal amount outstanding under the Term Loan Agreement to
JPMorgan Chase Bank, N.A. ("JPMC"), and (ii) approximately $167.1
million in principal amount outstanding under the Secured Note
issued to J.P. Morgan Securities, LLC ("JPMS").
The Plan will implement the prepetition restructuring transaction
between TPC and the JPM Parties. Among other things, the Plan
contemplates the following:
* The Amended By-Laws and Amended Certificate of Incorporation
will become effective and be deemed to amend and restate TPC’s
existing certificate of incorporation and bylaws.
* The New Board will be selected by JPMS, in its capacity as
Holder of the Allowed Secured Note Claim, and holder of 100% of the
New Common Stock, in accordance with the Amended By-Laws and
Amended Certificate of Incorporation, effective as of the Effective
Date.
* The Plan will provide for customary releases of specified
Claims held by the Debtor and the JPM Parties and certain other
specified parties against one another and for customary
exculpations and injunctions.
Class 4 - General Unsecured Claims. Each Holder of an Allowed
General Unsecured Claim shall receive, in full and final
satisfaction, settlement, release, and discharge of, and in
exchange for, such Allowed General Unsecured Claim, (A) payment in
Cash in an amount equal to such Allowed General Unsecured Claim on
the later of (x) the Effective Date or (y) the date due in the
ordinary course of business in accordance with the terms and
conditions of the particular transaction or agreement giving rise
to such Allowed General Unsecured Claim; or (B) such other
treatment as may be required so as to render such Allowed General
Unsecured Claim Unimpaired.
Class 2 - Secured Note Claim are impaired with approximately
percentage recovery of 36-43%. JPMS will receive 100% of the New
Common Stock to be issued by the Reorganized Debtor. Estimated
amount of allowed Claims or interests is $167,130,687.38.
Class 5 - Equity Interests & Section 510(b) Claim are impaired. All
Equity Interests and Section 510(b) Claims shall be cancelled, and
Holders of Equity Interests and Section 510(b) Claims shall receive
no recovery under the Plan.
The Debtor believes it (or the Reorganized Debtor, as applicable)
will have sufficient resources to make all payments, including to
Holders of Unimpaired Claims, required pursuant to the Plan and
that confirmation of the Plan is not likely to be followed by
liquidation or the need for further reorganization.
A full-text copy of the Disclosure Statement dated May 8, 2019, is
available at https://tinyurl.com/y5azsem8 from PacerMonitor.com at
no charge.
The Plan was filed by Kelley A. Cornish, Esq., and Alexander
Woolverton, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
in New York; and Pauline K. Morgan, Esq., Andrew L. Magaziner,
Esq., and Shane M. Reil, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, on behalf of the Debtor.
About Triangle Petroleum
Based in Denver, Colorado, Triangle Petroleum Corporation --
http://www.trianglepetroleum.com-- an independent energy company
with a strategic focus in the Williston Basin of North Dakota filed
a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-11025)
on May 8, 2019. The case is assigned to Hon. Mary F. Walrath.
The Debtor's lead bankruptcy counsel are Kelley A. Cornish, Esq.,
and Alexander Woolverton, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York.
The Debtor's bankruptcy co-counsel are Andrew L. Magaziner, Esq.,
Pauline K. Morgan, Esq., and Shane M. Reil, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.
The Debtor's financial advisor is Development Specialists Inc. The
Debtor's claims,
noticing and solicitation agent is Epiq Corporate Restructuring
LLC.
At the time of filing, the Debtor had estimated assets of $50
million to $100 million and estimated liabilities of $100 million
to $500 million.
TRIDENT HOLDING: June 13 Plan Confirmation Hearing
--------------------------------------------------
The Bankruptcy Court has approved the disclosure statement
explaining the Chapter 11 Plan of Trident Holding Company, LLC, et
al., after determining that it complies with all aspects of section
1125 of the Bankruptcy Code and is approved as containing "adequate
information."
The Confirmation Hearing will commence on June 13, 2019 at 11:00
a.m. (prevailing Eastern Time) before the Honorable Sean H. Lane,
United States Bankruptcy Judge, in the United States Bankruptcy
Court for the Southern District of New York, One Bowling Green, New
York, New York 10004.
Voting deadline for receipt of ballots no later than 4:00 p.m.
prevailing Eastern Time on June 6, 2019.
Responses or objections, if any, also must be filed with the Court,
together with proof of service thereon, and served upon each of the
following parties so as to be actually received no later than 4:00
p.m. prevailing Eastern Time on June 6, 2019
The Debtors may file and serve, as appropriate (with a copy to the
Court’s chambers), replies or an omnibus reply to any filed
objections and/or any briefs in support of confirmation so as to be
actually received on or before 4:00 p.m. prevailing Eastern Time on
June 10, 2019.
1.140 "Releasing Parties" means, collectively, each of the
following in their respective capacities as such: (k) without
limiting the foregoing, each holder of a Claim against or Interest
in the Company that (1) voted to accept the Plan, (2) is deemed to
accept the Plan and opted to provide a release, (3) is deemed to
reject the Plan and opted to provide a release, (4) was solicited
to vote to accept or reject the Plan but who did not vote either to
accept or to reject the Plan and opted to provide a release, or (5)
voted to reject the Plan and opted to provide a release; and (l)
solely with respect to the Substantial Contribution/Indemnified
Parties, and without limiting the foregoing, each holder of a Claim
against or Interest in the Company.
1.159 "Substantial Contribution/Indemnified Parties" means,
collectively, each of the following in their respective capacities
as such: (a) the Debtors and all of the Debtors’ and Reorganized
Debtors’ current employees, officers, managers and directors,
including any such persons or entities retained pursuant to section
363 of the Bankruptcy Code; (b) the Priority First Lien Lenders;
(c) the Priority First Lien Administrative Agent; (d) the Priority
Lender Group (as defined in the RSA) and each of its members; (e)
the Consenting Priority Lenders (as defined in the RSA); (f) the
DIP Agent; (g) the DIP Lenders; (h) the administrative and
collateral agents under the Priority First Lien Credit Agreement;
and (i) the predecessors, successors and assigns, subsidiaries,
affiliates, current and former officers, directors, principals,
shareholders, members, partners, employees, agents, advisory board
members, financial advisors, attorneys, accountants, investment
bankers, consultants, representatives, management companies, and
other professionals of each of the foregoing (a) through (h), and
such persons’ respective heirs, executors, Estates, servants and
nominees.
A full-text copy of the Disclosure Statement dated May 8, 2019, is
available at https://tinyurl.com/y67wn4an from PacerMonitor.com at
no charge.
Counsel to Debtors and Debtors-in-Possession are Paul D. Leake,
Esq., and Jason N. Kestecher, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York; and James J. Mazza, Jr., Esq., and
Justin M. Winerman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois.
About Trident Holding
Trident -- http://www.tridentusahealth.com/-- is a national
provider of bedside diagnostic and related services in the United
States, with operations in more than 35 states serving more than
12,000 post-acute care, assisted living facilities, and
correctional facilities. It provides a high volume of services
including X-ray, ultrasound, laboratory, cardiac monitoring,
vascular access services, on-site nurse practitioner-based primary
care and more. Trident employs approximately 5,600 people.
Trident Holding Company, LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-10384) on Feb. 10, 2019. The Debtors disclosed $584 million
in assets and $867 million in liabilities as of as of Dec. 31,
2018.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as
investment banker and financial advisor; Ankura Consulting Group,
LLC, as restructuring advisor; and Epiq Corporate Restructuring,
LLC, as claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 on Feb. 20 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Trident Holding Company, LLC, and its
affiliates.
TRIDENT HOLDING: Seeks to Hire RSM US as Auditor
------------------------------------------------
Trident Holding Company, LLC and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ RSM US LLP as their auditor.
The services to be provided by the firm include (i) an audit of the
consolidated balance sheets of the Debtors as of Dec. 31, 2018;
(ii) an audit of the related consolidated statements of operations,
members' equity and cash flows; and (iii) an audit of the related
notes to the consolidated financial statements. RSM will also
provide other services, including advice, research, planning and
analysis related to the audit.
RSM has agreed to provide audit services for a fixed fee of
$310,000, of which $60,000 was paid to the firm prior to the
petition date. For additional services, the firm will charge these
hourly fees:
Partners $530 - $710
Managers/Senior Managers $250 - $540
Senior associates $180 - $250
Associates $140 - $200
RSM will also seek reimbursement for work-related expenses
incurred.
Matthew Hemelt, a partner at RSM, attests that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Matthew E. Hemelt, CPA
RSM US LLP
151 West 42nd Street, 19th Floor
New York, NY, 10036
Phone: 212-372-1000
About Trident Holding
Trident -- http://www.tridentusahealth.com/-- is a national
provider of bedside diagnostic and related services in the United
States, with operations in more than 35 states serving more than
12,000 post-acute care, assisted living facilities, and
correctional facilities. It provides a high volume of services
including X-ray, ultrasound, laboratory, cardiac monitoring,
vascular access services, on-site nurse practitioner-based primary
care and more. Trident employs approximately 5,600 people.
Trident Holding Company, LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-10384) on Feb. 10, 2019. The Debtors disclosed $584 million
in assets and $867 million in liabilities as of Dec. 31, 2018.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Togut, Segal & Segal LLP as legal counsel; PJT Partners LP as
investment banker and financial advisor; Ankura Consulting Group,
LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC
as claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Feb. 20, 2019. The committee is represented
by Kilpatrick Townsend & Stockton LLP.
TRIUMPH ENERGY: Given Until July 16 to Exclusively File Plan
------------------------------------------------------------
Judge Jerry Funk of the U.S. Bankruptcy Court for the Middle
District of Florida extended the period during which Triumph Energy
I, LLC has the exclusive right to file a Chapter 11 plan through
July 16, and to solicit acceptances for the plan through Sept. 14.
About Triumph Energy I
Triumph Energy I, LLC, offers exploration and production of oil and
gas. It was incorporated in 2010 and is based in Jacksonville,
Florida.
Triumph Energy I sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04388) on December
18, 2018. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of $1,000,001 to $10
million.
The case has been assigned to Judge Jerry A. Funk. The Debtor
tapped Lansing Roy, PA as its legal counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's Chapter 11 case.
UPSTATE PHYSICIAN: Seeks to Hire Charles A. Higgs as Legal Counsel
------------------------------------------------------------------
Upstate Physician Services, PC seeks authority from the U.S.
Bankruptcy Court for the Northern District of New York to hire The
Law Office of Charles A. Higgs as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice concerning the
administration of the case, and the preparation of a plan of
reorganization.
The firm's hourly rates are:
Attorney $375
Paraprofessionals $200
Charles Higgs, Esq., assures the court that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The counsel can be reached through:
Charles A. Higgs, Esq.
Law Office of Charles A. Higgs
115 E. 23rd Street, 3rd FL
New York, NY 10010
Phone: (917) 678-3768
Email: Charles@FreshStartEsq.com
About Upstate Physician Services, PC
Upstate Physician Services, PC -- https://www.upstatephysicians.com
-- is a healthcare services provider in Troy, N.Y., offering acute,
chronic and preventative care. Formed in 2014, Upstate Physician
Services also specializes in child and adolescent psychiatry,
general psychiatry, and psychotherapy.
Upstate Physician Services filed a voluntary Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 19-42125) on April 10, 2019. On April
30, 2019, the case was transferred to the U.S. Bankruptcy Court for
the Northern District of New York and was assigned a new case
number (Case No. 19-10841).
In the petition signed by Mustafain Meghani, M.D., president, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities.
Judge Robert E. Littlefield Jr. presides over the case. The Law
Offices of Charles A. Higgs represents the Debtor as counsel.
VALERITAS HOLDINGS: Declares 1-for-20 Reverse Stock Split
---------------------------------------------------------
Valeritas Holdings, Inc.'s Board of Directors has declared a
1-for-20 reverse stock split of the Company's common stock, which
will be effective for trading purposes upon the commencement of
trading on May 20, 2019. At that time, each 20 shares of issued
and outstanding common stock and equivalents will be converted into
one share of common stock. Any fractional shares that would result
from the reverse stock split will be settled in cash. Shareholders
holding share certificates will receive information from West Coast
Stock Transfer, the Company's transfer agent, regarding the process
for exchanging their shares of common stock.
The reverse stock split was approved by Valeritas' stockholders at
the Company's annual meeting of stockholders held on May 16, 2019.
The Company's common stock will continue to trade under the symbol
"VLRX" but will have a new CUSIP number (91914N 301).
Shareholders with questions may contact the Company's transfer
agent at West Coast Stock Transfer by calling 619.664.4780.
Additional information about the reverse stock split can be found
in the Company's definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 10, 2019, a
copy of which is available at www.sec.gov.
About Valeritas Holdings
Valeritas -- http://www.valeritas.com/-- is a commercial-stage
medical technology company focused on developing and
commercializing innovative technologies for people with diabetes.
Valeritas' flagship product, V-Go Wearable Insulin Delivery device,
is an all-in-one basal-bolus insulin delivery option for patients
with type 2 diabetes that is worn like a patch and can eliminate
the need for taking multiple daily shots. V-Go administers a
continuous preset basal rate of insulin over 24 hours, and it
provides discreet on-demand bolus dosing at mealtimes.
Headquartered in Bridgewater, New Jersey, Valeritas operates its
R&D functions in Marlborough, Massachusetts.
Valeritas incurred a net loss of $45.92 million in 2018, following
a net loss of $49.30 million in 2017. As of March 31, 2019,
Valeritas had $59.59 million in total assets, $58.12 million in
total liabilities, and $1.46 million in total stockholders'
equity.
Friedman LLP, in East Hanover, New Jersey, the Company's auditor
since 2016, issued a "going concern" opinion in its report dated
March 5, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
recurring losses and negative cash flows from operations. These
conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern.
VG LIQUIDATION: Committee Taps Potter Anderson as Delaware Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of VG Liquidation,
Inc. seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to hire Potter Anderson & Corroon LLP as its
Delaware counsel.
The firm will provide these services:
a. advise the committee on local rules, practices and
procedures, and provide substantive and strategic advice on how to
accomplish committee goals;
b. draft, review and comment on drafts of documents to ensure
compliance with local rules, practices, and procedures;
c. draft, file and serve documents as requested by the
committee's bankruptcy counsel Cooley LLP;
d. prepare certificates of no objection, certifications of
counsel, and notices of fee applications;
e. print documents and prepare binders of documents and
pleadings for hearings;
f. appear in court and at any meetings of creditors;
g. monitor the docket for filings and coordinating with Cooley
on pending matters that may need responses;
h. participate in calls with the committee;
i. provide additional administrative support to Cooley, as
requested; and
j. take on any additional tasks or projects the committee may
assign.
The hourly rates for the attorneys and paralegal expected to
represent the committee are:
Christopher Samis Partner $585
L. Katherine Good Partner $560
Aaron Stulman Associate $405
Cynthia Giobbe Paralegal $275
Christopher Samis, Esq., at Potter Anderson, attests that his firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.
The counsel can be reached at:
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
Aaron H. Stulman, Esq.
Potter Anderson & Corroon LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801-3700
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: csamis@potteranderson.com
kgood@potteranderson.com
astulman@potteranderson.com
About Videology Inc.
Videology, Inc., headquartered in Baltimore, Maryland, is a
privately-held, venture-backed company specializing in television
and video advertising. It was founded in 2007 by Scott Ferber.
Videology and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May
10, 2018. In the petitions signed by CEO Scott A. Ferber, the
Debtors estimated assets of $10 million to $50 million and
liabilities of $100 million to $500 million.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan
Lovells US LLP and Hogan Lovells International LLP as special
corporate counsel; and Berkeley Research Group as financial
advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on May 17, 2018. The Committee tapped Cooley
LLP as its lead counsel; Whiteford, Taylor & Preston LLC as its
Delaware counsel; and Gavin/Solmonese LLC as its financial advisor.
WEINSTEIN CO: Film Studio Opts to Liquidate in Bankruptcy
---------------------------------------------------------
The Weinstein Company on May 14, 2019, filed a motion to convert
their chapter 11 cases to a liquidation under chapter 7 of the
Bankruptcy Code.
Prior to this move, the Debtors filed on May 1, 2019, an
application to employ Bernstein Litowitz Berger & Grossmann, LLP
(BLBG) as special litigation counsel under a contingency-fee
arrangement, to continue to investigate, advise and consult on the
D&O Claims, and, if requested by the Debtors or any successor in
interest, to prosecute and/or settle such claims.
The Weinstein Company, which sold substantially all assets to
Lantern Capital in bankruptcy following allegations of sexual
harassment and assault against co-founder and chairman Harvey
Weinstein, says confidential mediation proceedings -- related to
(a) claims asserted by individuals against the Debtors and certain
of their former directors and officers arising out of Mr.
Weinstein's alleged misconduct (the "Harassment Claims"); and (b)
claims the Debtors may have against the parties including (but not
limited to) former directors and officers (the "D&O Claims") -- has
failed to produce a resolution.
With no remaining operating business and mounting administrative
costs, the Debtors have considered alternatives for concluding
these bankruptcy cases. But for the routine maintenance of the
Debtors' chapter 11 cases, the Debtors believe that the primary
remaining task for their estates is resolving the D&O Claims.
Accordingly, the Debtors have sought the Court's approval to retain
BLBG, whom the Debtors believe is highly qualified to assist the
Debtors and/or any chapter 7 trustee appointed in the chapter 7
cases to advise and consult on, and if so requested, prosecute
and/or settle the D&O Claims. As the Debtors' principal remaining
task is the pursuit of potential litigation, the Debtors believe
that such task can be accomplished by a chapter 7 trustee and that
the estates can do so without the expense and cost of a chapter 11
plan process.
Accordingly, after extensive review and analysis conducted by the
Debtors and their professionals and advisors, in consultation with
the Committee, the Debtors have determined that (i) the
administrative costs associated with remaining in chapter 11
outweigh the benefits received therefrom, to the detriment of their
estates and creditors, and (ii) conversion of the Debtors' chapter
11 cases to cases under chapter 7 of the Bankruptcy Code represents
the value-maximizing path forward for the Debtors and their
estates.
About The Weinstein Company
The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979. TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein. During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards. TWC dismissed Harvey
Weinstein in October 2017, after dozens of women came forward to
accuse him of sexual harassment, assault or rape.
The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018, after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.
The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.
The Hon. Mary F. Walrath is the case judge.
Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.
Richards, Layton & Finger, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.
The Debtors also tapped FTI Consulting, Inc., as restructuring
advisor; Moelis & Company LLC as investment banker; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on March 28, 2018. The Committee
retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel,
and Berkeley Research Group, LLC as its financial advisor.
WHITETAIL AUTO: Taps Mark Bryant as Accountant
----------------------------------------------
Whitetail Auto Transport, LLC, received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire Mark
Bryant, CPA, P.C. as its accountant.
The firm will assist the Debtor's attorneys in their investigation
of its financial condition and affairs; prepare tax returns; give
advice regarding the management of the Debtor's assets and
operation of its business; assist in the sale of the assets; and
provide other accounting services in connection with the Debtor's
Chapter 11 case.
The firm will charge $115 per hour for its services. The Debtor
has agreed to provide the firm with a retainer in the amount of
$1,500.
Mark Bryant, a certified public accountant, disclosed in court
filings that he and other employees of the firm are "disinterested"
as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark Bryant
Mark Bryant, CPA, P.C.
1755 The Exchange, Suite 110
Atlanta, GA 30339
Phone: 678-903-5120
About Whitetail Auto Transport
Whitetail Auto Transport, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50513) on Jan.
10, 2019. At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of less than $50,000. The
case is assigned to Judge Sage M. Sigler. The Law Office of Scott
B. Riddle, LLC, is the Debtor's legal counsel.
WORLDWATCH INSTITUTE: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Worldwatch Institute
1725 I Street, N.W., Suite 300
Washington, DC 20006
Business Description: Founded in 1974, Worldwatch Institute
is an independent research institute devoted
to global environmental concerns.
Worldwatch develops innovative solutions to
intractable problems, emphasizing a blend of
government leadership, private sector
enterprise, and citizen action that can make
a sustainable future a reality.
Chapter 11 Petition Date: May 17, 2019
Court: United States Bankruptcy Court
District of Columbia (Washington, D.C.)
Case No.: 19-00333
Judge: Hon. Martin S. Teel, Jr.
Debtor's Counsel: Richard B. Rosenblatt, Esq.
LAW OFFICES OF RICHARD B. ROSENBLATT, PC
30 Courthouse Square, Ste 302
Rockville, MD 20850
Tel: 301-838-0098
E-mail: rrosenblatt@rosenblattlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stefan Muller, president and CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/dcb19-00333.pdf
WYNN RESORTS: S&P Raises ICR to 'BB' on Regulatory Resolution
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit ratings on Wynn Resorts
Ltd. and its subsidiaries to 'BB' from 'BB-' and removed them from
CreditWatch positive, where they were placed on Jan. 31, 2019. It
also raised all issue-level ratings one notch in line with the
issuer credit rating.
S&P said the upgrade reflects its view that the risk of disruption
to operations (from loss of licenses or onerous penalties) is gone
following the resolution of license investigations in both Nevada
and Massachusetts.
"We expect the ramp up of operations at Encore Boston Harbor,
returns on investment from the renovations at Wynn Macau, the
opening of new convention space in Las Vegas, and continued growth
at Wynn Palace will support cash flow growth and improved leverage
of about 4x in 2020," the rating agency said, adding this would
provide a healthy cushion relative to its 5x adjusted debt to
EBITDA threshold for the current 'BB' rating.
S&P said the stable rating outlook reflects its expectation that
Wynn's leverage will be in the low-4x area in 2019 despite some
operating volatility.
"Investments to be completed in 2019 and early 2020 will help
improve leverage to 3.8x-4x in 2020. We believe this provides
sufficient cushion for the company to absorb potential additional
development spending for expansion at Wynn Palace that could begin
later in 2020," S&P said.
"An upgrade is unlikely over next two years, given our expectation
leverage will remain around 4x as the company ramps up operations
at Encore Boston Harbor, begins generating returns from growth
capex in Macau and Las Vegas, and begins recovering from VIP
weakness in Macau this year," S&P said, adding that uncertainty
around the timing and scope of an expansion at Wynn Palace and the
expiration of the Macau concession limit upside at this time.
S&P said it could raise the rating one notch to 'BB+' if it expects
leverage to generally remain below 4x. As long as there is a
plausible path to reducing leverage under 4x over a reasonably
short time, a temporary leverage spike as high as 4.5x to fund
productive development spending could also be in line with a
one-notch higher rating, according to the rating agency.
"We could lower the ratings on Wynn if the company sustains
leverage above 5x, FFO to debt below 12%, and EBITDA coverage of
interest below 3x. This would most likely be the result of a more
aggressive financial policy regarding shareholder returns,
additional development projects, or acquisitions coupled with
unexpected deterioration in operating performance," S&P said.
XENETIC BIOSCIENCES: Incurs $1.32-Mil. Net Loss in First Quarter
----------------------------------------------------------------
Xenetic Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission on May 13, 2019, its quarterly report on Form
10-Q reporting a net loss of $1.32 million for the three months
ended March 31, 2019, compared to a net loss of $1.82 million for
the three months ended March 31, 2018.
Working capital (deficit) was approximately $1.2 million and $(0.4)
million at March 31, 2019 and Dec. 31, 2018, respectively. During
the quarter ended March 31, 2019, the Company's working capital
increased by $1.6 million due to the issuance of common stock and
warrants in the Company's March 2019 offering resulting in $2.7
million of net proceeds to Xenetic.
As of March 31, 2019, Xenetic Biosciences had $16.45 million in
total assets, $4.93 million in total liabilities, and $11.51
million in total stockholders' equity.
The Company had an accumulated deficit of $154.6 million at March
31, 2019 as compared to an accumulated deficit of approximately
$153.2 million at Dec. 31, 2018. The Company expects to continue
incurring losses for the foreseeable future and will need to raise
additional capital or pursue other strategic alternatives in the
very near term in order to continue the pursuit of its business
plan and continue as a going concern.
The Company's principal source of liquidity consists of cash. At
March 31, 2019, the Company had approximately $2.0 million in cash
and $2.0 million in current liabilities. At Dec. 31, 2018, the
Company had approximately $0.6 million in cash and $1.6 million in
current liabilities.
Xenetic said, "We have historically relied upon sales of our equity
securities to fund our operations. Since 2005, we have raised
approximately $63.0 million in proceeds from offerings of our
common and preferred stock. We have also received approximately
$20.0 million from revenue producing activities from 2005 through
March 31, 2019. More than 90% of the milestone and sublicense
revenue received to date has been from a single collaborator,
Takeda. We expect the majority of our funding through equity or
equity-linked instruments, debt financings, corporate
collaborations, related party funding and/or licensing agreements
to continue as a trend for the foreseeable future.
"We estimate that our existing resources will only be able to fund
our planned operations, existing obligations and contractual
commitments through the first half of 2019. This estimate is based
on our current expectations regarding projected staffing expenses,
working capital requirements, costs to close the XCART transaction,
capital expenditure plans and anticipated revenues. Given our
current working capital constraints, we have attempted to minimize
cash commitments and expenditures for external research and
development and general and administrative services to the greatest
extent practicable. We will need to raise additional working
capital in the very near term in order to fund our future
operations, including our development efforts associated with the
XCART platform technology.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/hB5fgy
About Xenetic Biosciences
Lexington, Massachusetts-based Xenetic Biosciences, Inc., is a
clinical-stage biopharmaceutical company focused on the discovery,
research and development of next-generation biologic drugs and
novel orphan oncology therapeutics. Xenetic's lead investigational
product candidate is oncology therapeutic XBIO-101 (sodium
cridanimod) for the treatment of progesterone resistant endometrial
cancer.
Xenetic Biosciences reported a net loss of $7.30 million for the
year ended Dec. 31, 2018, compared to a net loss of $3.59 million
for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company
had $14.43 million in total assets, $4.51 million in total
liabilities, and a total stockholders' equity of $9.91 million.
Marcum LLP, in Boston, Massachusetts, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
March 29, 2019 on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has had
recurring net losses and continues to experience negative cash
flows from operations. These conditions raise substantial doubt
about its ability to continue as a going concern.
XTAL INC: Exclusive Plan Filing Period Extended Until July 15
-------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California extended the period during which
XTAL Inc. has the exclusive right to file a Chapter 11 plan to July
15, and the deadline to confirm a plan to Sept. 13.
About XTAL Inc.
XTAL Inc. -- http://www.xtalinc.com/-- is a designer and
manufacturer of semiconductor devices located in the Silicon
Valley. It specializes in yield enhancement, software optimization
and hardware implementation targeting semiconductor ecosystem.
XTAL sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Cal. Case No. 18-52770) on Dec. 17, 2018. At the time
of the filing, the Debtor estimated assets of $1 million to $10
million and liabilities of $1 million to $10 million. The case is
assigned to Judge Elaine M. Hammond. The Debtor tapped Alston &
Bird LLP as its legal counsel.
[^] BOND PRICING: For the Week from May 13 to 17, 2019
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Acosta Inc ACOSTA 7.750 15.059 10/1/2022
Acosta Inc ACOSTA 7.750 15.342 10/1/2022
Aegerion
Pharmaceuticals Inc AEGR 2.000 68.250 8/15/2019
Approach Resources Inc AREX 7.000 38.065 6/15/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 11.250 6/15/2021
Bristow Group Inc BRS 6.250 17.074 10/15/2022
Bristow Group Inc BRS 4.500 19.750 6/1/2023
CalAtlantic Group Inc/old CAA 0.250 98.106 6/1/2019
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 6.000 0.894 5/15/2024
Chukchansi Economic
Development Authority CHUKCH 9.750 60.009 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 60.134 5/30/2020
Cloud Peak Energy
Resources LLC / Cloud
Peak Energy Finance Corp CLD 12.000 12.918 11/1/2021
Cloud Peak Energy
Resources LLC / Cloud
Peak Energy Finance Corp CLD 6.375 2.410 3/15/2024
DBP Holding Corp DBPHLD 7.750 35.533 10/15/2020
DBP Holding Corp DBPHLD 7.750 35.533 10/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
Ditech Holding Corp DHCP 9.000 6.141 12/31/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 35.883 5/1/2020
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 6.375 12.428 6/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 34.585 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 16.599 9/1/2022
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 34.551 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 17.009 9/1/2022
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 17.009 9/1/2022
EXCO Resources Inc XCOO 7.500 16.710 9/15/2018
EXCO Resources Inc XCOO 8.500 16.875 4/15/2022
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 38.125 10/15/2019
Federal Farm Credit Banks FFCB 2.660 99.744 7/30/2020
Federal Farm Credit Banks FFCB 2.840 99.804 8/20/2021
Federal Farm Credit Banks FFCB 2.630 99.788 6/25/2020
Federal Farm Credit Banks FFCB 2.720 99.775 11/30/2020
Federal Home Loan Banks FHLB 2.000 97.700 11/10/2026
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 73.746 6/15/2020
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 74.603 6/15/2020
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Goodman Networks Inc GOODNT 8.000 48.625 5/11/2022
Hexion Inc HXN 13.750 18.250 2/1/2022
Hexion Inc HXN 7.875 17.250 2/15/2023
Hexion Inc HXN 9.200 17.250 3/15/2021
Hexion Inc HXN 13.750 19.970 2/1/2022
High Ridge Brands Co HIRIDG 8.875 13.147 3/15/2025
High Ridge Brands Co HIRIDG 8.875 13.147 3/15/2025
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Hornbeck Offshore
Services Inc HOS 5.875 66.581 4/1/2020
Hornbeck Offshore
Services Inc HOS 1.500 91.750 9/1/2019
Iconix Brand Group Inc ICON 5.750 25.125 8/15/2023
Jones Energy Holdings
LLC / Jones Energy
Finance Corp JONE 6.750 1.700 4/1/2022
Jones Energy Holdings
LLC / Jones Energy
Finance Corp JONE 9.250 1.830 3/15/2023
Legacy Reserves LP / Legacy
Reserves Finance Corp LGCY 8.000 11.526 12/1/2020
Legacy Reserves LP / Legacy
Reserves Finance Corp LGCY 6.625 12.328 12/1/2021
Legacy Reserves LP / Legacy
Reserves Finance Corp LGCY 8.000 29.741 9/20/2023
Lehman Brothers Inc LEH 7.500 1.847 8/1/2026
Linc USA GP / Linc
Energy Finance USA Inc LNCAU 9.625 1.100 10/31/2017
MF Global Holdings Ltd MF 6.750 14.485 8/8/2016
MF Global Holdings Ltd MF 9.000 14.500 6/20/2038
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.044 7/1/2026
Murray Energy Corp MURREN 11.250 49.065 4/15/2021
Murray Energy Corp MURREN 11.250 47.350 4/15/2021
Murray Energy Corp MURREN 11.250 48.864 4/15/2021
Murray Energy Corp MURREN 11.250 47.349 4/15/2021
Murray Energy Corp MURREN 9.500 49.250 12/5/2020
Murray Energy Corp MURREN 9.500 49.250 12/5/2020
Neiman Marcus Group
Ltd LLC NMG 8.000 52.448 10/15/2021
Neiman Marcus Group
Ltd LLC NMG 8.000 52.444 10/15/2021
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 4.000 5/15/2019
Nutritional Sourcing Corp PUEBLO 10.125 1.600 8/1/2009
One Call Corp ONECAL 8.875 54.250 12/15/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 0.500 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 0.500 4/1/2021
Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027
Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024
Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024
Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rolta LLC RLTAIN 10.750 10.392 5/16/2018
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 23.921 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 23.448 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 23.835 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 23.393 11/1/2021
Sanchez Energy Corp SNEC 6.125 11.980 1/15/2023
Sanchez Energy Corp SNEC 7.750 12.563 6/15/2021
SandRidge Energy Inc SD 7.500 0.920 2/15/2023
Sears Holdings Corp SHLD 6.625 22.500 10/15/2018
Sears Holdings Corp SHLD 6.625 17.093 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 4.212 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 7.000 3.257 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 6.750 3.901 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 6.500 3.951 12/1/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Shopko Stores Inc SKO 9.250 1.010 3/15/2022
Synergy
Pharmaceuticals Inc SGYP 7.500 53.250 11/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc UPL 7.125 12.589 4/15/2025
Ultra Resources Inc UPL 6.875 22.051 4/15/2022
Ultra Resources Inc UPL 6.875 22.041 4/15/2022
Ultra Resources Inc UPL 7.125 12.809 4/15/2025
Vanguard Natural
Resources Inc VNR 9.000 0.000 2/15/2024
Vanguard Natural
Resources Inc VNR 9.000 6.246 2/15/2024
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Windstream Services
LLC / Windstream
Finance Corp WIN 7.500 29.500 6/1/2022
Windstream Services
LLC / Windstream
Finance Corp WIN 6.375 26.000 8/1/2023
Windstream Services
LLC / Windstream
Finance Corp WIN 6.375 27.500 8/1/2023
Windstream Services
LLC / Windstream
Finance Corp WIN 8.750 29.000 12/15/2024
Windstream Services
LLC / Windstream
Finance Corp WIN 8.750 25.031 12/15/2024
Windstream Services
LLC / Windstream
Finance Corp WIN 7.750 28.800 10/15/2020
Windstream Services
LLC / Windstream
Finance Corp WIN 7.750 28.724 10/1/2021
rue21 inc RUE 9.000 1.470 10/15/2021
*********
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