/raid1/www/Hosts/bankrupt/TCR_Public/190711.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, July 11, 2019, Vol. 23, No. 191
Headlines
5171 CAMPBELLS: Case Summary & 20 Largest Unsecured Creditors
AEGERION PHARMACEUTICALS: Committee Still Discusses Plan Provisions
AIRXPANDERS INC: Gets Notice of Proposal to Suspend AeroForm
ALTADENA LINCOLN: Unsecured Creditors to Get Nothing Under Plan
AMYRIS INC: Wolverine Flagship Swaps $5.1 Million Note for Equity
ASSETMARK FINANCIAL: Moody's Reviews B1 CFR for Upgrade
AVINGER INC: Regains Compliance with Nasdaq Bid Price Requirement
BGC HOLDINGS: Case Summary & 4 Unsecured Creditors
BLUE DIAMOND: Hearing on Disclosure Statement Moved to Sept. 19
BNG FITNESS: U.S. Trustee Unable to Appoint Committee
BROOKS AUTOMATION: Moody's Raises CFR to Ba3, Outlook Stable
C&M PLASTICS: Aug 14 Hearing on Disclosure Statement
CAMBRIAN HOLDING: Bingham, Davis Represent Term Lender Group
CANCER GENETICS: Sells Clinical Business Assets for $868,000
CHESAPEAKE BAY: Case Summary & 20 Largest Unsecured Creditors
CLEARWATER PAPER: S&P Alters Outlook to Neg., Affirms 'BB-' ICR
CLEARWATER TRANSPORTATION: Unsecureds to Get Quarterly Payments
CON-NIC APARTMENTS: Fidelity Objects to Disclosure Statement
CYTOSORBENTS CORP: Will Raise $25M Through At-The-Market Offering
DANICA ASSOCIATES: Unsecured Creditors to Get $3,348 Per Month
DIAMOND SPORTS: Moody's Assigns Ba3 CFR, Outlook Stable
DIVERSE LABEL: Discloses Compromise of Cargill Claims
DONALD BORDE: $2.5M Sale of 349-Acre Columbia Land to McCoy Okayed
E&M CLEANING: Voluntary Chapter 11 Case Summary
E.W. SCRIPPS: Moody's Rates $400MM Unsec. Notes 'B3'
FARNAN INC: Court Schedules Cramdown Hearing for July 25
FAYETTE MEMORIAL: $13M Sale of Assets to Reid Hospital Approved
FLOORS TODAY: Case Summary & 20 Largest Unsecured Creditors
GAUCHO GROUP: All Five Proposals Approved at Annual Meeting
GIGA WATT: Trustee Taps Dwyer Pemberton & Coulson as Accountant
GIGA WATT: Trustee Taps Potomac Law as General Bankruptcy Counsel
GOBP HOLDINGS: Moody's Raises CFR to B2 & Alters Outlook to Pos.
GREEN PHARMACEUTICALS: Aug. 14 Hearing on Disclosure Statement
HOLLANDER SLEEP: Committee Taps Alvarez & Marsal as Fin. Advisor
HOLLANDER SLEEP: Committee Taps Pachulski Stang Ziehl as Counsel
HOSPITALITY INTEGRATED: Files Amendment to Plan and Disclosures
HUGHES SATELLITE: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
IDEANOMICS INC: Appoints John Wallace to Board of Directors
J.L. SMITH ACADEMY: Hires Frank B. Lyon as Attorney
KADMON HOLDINGS: Doses First Patient in KD025 Clinical Trial
LAMBERT'S CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
LARGO RESOURCES: Moody's Withdraws B2 CFR on Debt Repayment
LARGO RESOURCES: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
LUMEE LLC: Seeks to Hire Lockhart Group as Investment Banker
LUMEE LLC: to Seeks Hire Parsons Behle & Latimer as Attorney
MANNINGTON MILLS: Moody's Affirms B1 CFR, Outlook Stable
MAYFLOWER COMMUNITIES: July 24 Hearing on Disclosure Statement
MEMORY CARE: Seeks to Hire Donlin Recano as Claims Agent
MIRAGE DENTAL: Unsecured Creditors' Recovery Increased to 69%
MMM DIVERSIFIED: July 31 Hearing on Disclosure Statement
NANOMECH INC: Hires Treliant LLC as Financial Consultant
NCW PROPERTIES: Aug. 20 Plan Confirmation Hearing
NN2 NEWCO: Chapter 15 Case Summary
NXT ENERGY: Gets Additional $2.1M Payment Under Survey Contract
OSUM PRODUCTION: Moody's Raises CFR to B3, Outlook Stable
OZARKS RIDGERUNNER: Case Summary & Largest Unsecured Creditors
P-D VALMIERA: U.S. Trustee Forms 3-Member Committee
PHI INC: Discloses Execution of Minimum Cash Commitment Agreement
PIER 3: To File Copies of APA & Notice on Lunenburg Property Sale
PIKE CORP: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable
PINE FOREST: To Pay Bayview $4,500 Monthly at 4.5% in 30 Years
PREGIS HOLDING I: Moody's Affirms B3 CFR, Outlook Stable
PRINTEX INC: Seeks to Hire Greg Ousley as Financial Consultant
REAGOR-DYKES MOTORS: To Get $14MM Cash Infusion from Plan Sponsor
REAGOR-DYKES: McGlinchey Stafford Represents AmeriCredit, et al.
RICHARDSON ACQUISITIONS: Taps Vlahantones & Tangalos as Accountant
RIVARD COMPANIES: Unsecureds to Get 50% Over 10 Years
ROCK SPRINGS: Court OK's Disclosures; Confirms Chapter 11 Plan
RUSSELL CLARK: Proposed Sale of Property Approved
SALVADOR CORDERO: Trustee's $1.5M Sale of Kihei Property Approved
SANJAC SECURITY: Unsecureds to Get 50% of Net Profit Over 12 Months
SCOTTY'S HOLDINGS: Hires Key Auctions LLC as Auctioneer
SEED TO SCALE: U.S. Trustee Objects to Disclosure Statement
SERES THERAPEUTICS: BlackRock Lowers Stake to 3% as of June 30
SILVERADO STAGES: Aug. 14 Plan Confirmation Hearing
SINCLAIR BROADCAST: Moody's Confirms Ba3 CFR, Outlook Stable
SINCLAIR BROADCAST: S&P Alters Outlook to Pos., Affirms 'BB-' ICR
SOUTHWEST LOUISIANA HOSPITAL ASSN: S&P Rates 2019 Rev. Bonds 'BB+'
SPARK TOURISM: Moody's Raises $63.4MM Tax Revenue Debt to Ba2
SRAM LLC: S&P Raises ICR to 'BB-' on Better Operating Performance
ST. JUDE NURSING: Private Sale of Livonia Property Approved
STEARNS HOLDINGS: Files for Chapter 11 With Blackstone Deal
SUNESIS PHARMACEUTICALS: Granted 180-Day Extension by Nasdaq
SUNESIS PHARMACEUTICALS: Reports Cash & Cash Equivalents Estimate
TAPZ LLC: Aug. 16 Plan Confirmation Hearing
TC3 FOUNDATION: S&P Cuts 2013A Bond Rating to 'CC'; Outlook Neg.
TIMBERLINE FOUR: $72K Sale of Ski Making Equipment Approved
TRULY FIT: U.S. Trustee Unable to Appoint Committee
UNITED METHODIST: Unsecureds to Get $4,100 Per Month for 160 Months
UNITI GROUP: Associated Partners Has 5.1% Stake as of June 27
VALERITAS HOLDINGS: V-Go Gets Preferred Status on Formularies
WD-I ASSOCIATES: Taps Hartman Simons as Special Counsel
WILLIAM HOPPE: $479K Sale of Henrico Property to Strocks Approved
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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5171 CAMPBELLS: Case Summary & 20 Largest Unsecured Creditors
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Debtor: 5171 Campbells Land Co., Inc.
252 4th Avenue
Rankin, PA 15104
Business Description: 5171 Campbells Land Co., Inc. is a privately
held company that operates in the restaurant
industry.
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Case No.: 19-22715
Judge: Hon. Carlota M. Bohm
Debtor's Counsel: Robert O. Lampl, Esq.
ROBERT O LAMPL LAW OFFICE
Benedum Trees Building
223 Fourth Avenue, 4th Floor
Pittsburgh, PA 15222
Tel: 412-392-0330
Fax: 412-392-0335
E-mail: rol@lampllaw.com
rlampl@lampllaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by William T. Kane, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/pawb19-22715.pdf
AEGERION PHARMACEUTICALS: Committee Still Discusses Plan Provisions
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Aegerion Pharmaceuticals, Inc. and Aegerion Pharmaceuticals
Holdings, Inc., further revised their Joint Chapter 11 Plan and
accompanying Disclosure Statement to clarify that the Plan Support
Parties do not include the official committee of unsecured
creditors. The Committee continues to discuss certain Plan
provisions with the Debtors and investigate claims. The Committee
has not made a determination at this time as to whether it does or
does not support the Plan.
Class 6B Other General Unsecured Claims are impaired. Each holder
of an Allowed Other General Unsecured Claim shall receive, on the
applicable Distribution Date and in full and final satisfaction,
settlement and release of such Allowed Other General Unsecured
Claim, its Pro Rata Share of: (i) New Convertible Notes in the
principal amount of $125 000,()0() less the portion of New
Convertible Notes distributed to (x) holders of DIP Claims, and (y)
the holders of Roll Up Loan Claims pursuant to Section 5.3(a)(ii)
of the Plan; and (ii) the Class 6B New Common Stock Distribution.
Class 3 Bridge Loan Claims are impaired. Each holder of a Bridge
Loan Claim shall receive, subject to the terms of the Plan, in full
and final satisfaction, settlement, release and discharge of its
Bridge Loan Claim (i) New Money Bridge Loan Claim: receipt of New
Term Loan Facility Obligations on a dollar for dollar basis on
account of its New Money Bridge Loan Claim. (ii) Roll Up Loan
Claim: receipt of New Convertible Notes on a dollar for dollar
basis on account of its Roll Up Loan Claim.
Class 4 Novelion Intercompany Loan Claims are impaired. The holder
of the Novelion Intercompany Loan Claim shall receive, in full and
final satisfaction, release and discharge of the Novelion
Intercompany Loan Claim, the Class 4 New Common Stock
Distribution.
Class 7 Existing Securities Law Claims are impaired. Holders of
Existing Securities Law Claims shall not receive or retain any
distribution under the Plan on account of such Existing Securities
Law Claims.
Class 8 Existing Interests are impaired. Existing Interests shall
be discharged, cancelled, released and extinguished, and holders
thereof shall not receive or retain any distribution under the Plan
on account of such Existing Interests.
The Debtor’s Cash obligations under the Plan will be funded from
Plan Cash and proceeds from the Rights Offering and the Plan
Investor Equity Raise; provided however (i) that only Plan Cash
shall be used for payment of Government Settlement Claims that
become due and payable prior to the Effective Date, DIP Claims, Fee
Claims, Ad Hoc Group Fee Claims and Convertible Notes Trustee
Professional Fees and (ii) only proceeds from the Rights Offering
and Plan Investor Equity Raise will be used to pay the rebate
Obligations or to repay any portion of the DIP Obligations incurred
to pay Rebate Obligation.
A full-text copy of the Disclosure Statement dated July 2, 2019, is
available at https://tinyurl.com/y6a7uugm from PacerMonitor.com at
no charge.
A blacklined version of the Further Revised Disclosure Statement
dated July 9, 2019, is available at https://tinyurl.com/y2whcj7x
from Prime Clerk at no charge.
About Aegerion Pharmaceuticals
Aegerion Pharmaceuticals is a global biopharmaceutical company
dedicated to developing and commercializing therapies that deliver
new standards of care for people living with rare diseases. With a
global footprint and an established commercial portfolio, including
MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's
business is supported by differentiated treatments that treat
severe and rare diseases.
On November 29, 2016, Aegerion entered into a merger transaction
with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a
publicly traded company formed under the laws of the Province of
British Columbia. As a result of that transaction, Aegerion became
an indirect wholly owned subsidiary of Novelion.
Aegerion Pharmaceuticals, Inc., and U.S. affiliate Aegerion
Pharmaceuticals Holdings, Inc., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019.
The Lead Debtor estimated $100 million to $500 million in assets
and the same range of liabilities as of the bankruptcy filing.
The Hon. Martin Glenn is the case judge.
The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor;
Moelis & Company LLC as financial and restructuring advisor; AP
Services, LLC as financial advisor and chief restructuring officer;
and Prime Clerk LLC as claims and noticing agent and administrative
advisor.
The ad hoc group of convertible noteholders tapped Latham & Watkins
LLP and King & Spalding LLP as legal advisors; and Ducera Partners
LLC as financial advisor.
The U.S. Trustee for Region 2 on May 29 appointed two creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 cases of Aegerion Pharmaceuticals, Inc. and its
affiliates.
AIRXPANDERS INC: Gets Notice of Proposal to Suspend AeroForm
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AirXpanders, Inc. has received a Notice of Proposal to Suspend the
AeroForm Patent Controlled Tissue Expander from the Australian
Register of Therapeutic Goods. Suspension of AeroForm from the
Register would result in the cessation of sales and distribution of
AeroForm in Australia for a period of six months. The Australian
Therapeutic Goods Administration has notified Emergo Australia,
AirXpanders' sponsor in the Australian market, of this Notice.
The Notice is the result of a TGA review of all textured breast
implants included in the Register. The review involved laboratory
testing of relevant breast implants, along with statistical and
clinical analysis concerning the incidence of breast implant
associated anaplastic large cell lymphoma (BIA-ALCL), and the
implants associated with those BIA-ALCL cases. Although the Notice
outlines that there have been no cases of BIA-ALCL associated with
AeroForm, the TGA considers that there are grounds to conclude that
the potential risk of BIA-ALCL associated with the device outweighs
any benefits of the device.
The Notice provides Emergo Australia and AirXpanders with an
opportunity to make submissions in response to the Notice on or
before July 24, 2019. After that date, the TGA will make a
decision on the suspension, which may require the sponsor to recall
the products and remove all remaining products from the market.
Such a recall would only apply to product that is awaiting to be
implanted, and there is not a recommendation to remove implanted
products. It is important to note that the suspension outlined in
the Notice is proposed. No decision has been made by the TGA to
suspend or cancel the entry of AeroForm on the Register at this
time.
"We are very disappointed to see this Notice," stated Frank Grillo,
CEO of AirXpanders. "There have been zero cases of BIA-ALCL
associated with the AeroForm device, which is indicated for
implantation for no more than six months. According to literature
reviews, the median time of implantation of a breast implant and
the onset of BIA-ALCL is eight years. Due to the limited history
of AeroForm in Australia, TGA has preliminarily concluded that any
link between the device and BIA-ALCL is yet to be seen in
Australia.
"We will carefully evaluate the Notice and the accompanying test
reports and literature reviews provided by the TGA," continued Mr.
Grillo. "We believe the AeroForm Tissue Expander is safe,
effective, and provides a level of convenience highly desired by
patients and their surgeons. In addition, due to the much shorter
implantation time, we do not believe a tissue expander should be
evaluated in the same manner as a permanent breast implant."
"Regardless of the outcome of the Notice, AirXpanders continues to
work diligently to bring AeroForm Smooth Shell to the market as
expeditiously as possible. This product will no longer have a
textured shell. We expect FDA clearance in the US shortly, and we
aim to achieve CE mark later this year. We will update the market
as we progress our regulatory clearances for this new product."
About AirXpanders
Founded in 2005, AirXpanders, Inc. -- http://www.airxpanders.com/
-- designs, manufactures and markets innovative medical devices to
improve breast reconstruction. The Company's AeroForm Tissue
Expander System is used in patients undergoing two-stage breast
reconstruction following mastectomy. Headquartered in San Jose,
California, AirXpanders' vision is to be the global leader in
reconstructive surgery products and to become the standard of care
in two-stage breast reconstruction. AirXpanders is a publicly
listed company on the Australian Securities Exchange under the
symbol "AXP."
AirXpanders reported net losses of $26.72 million in 2018, $28.98
million in 2017, and $19.42 million in 2016. As of March 31, 2019,
the Company had $18.46 million in total assets, $19.77 million in
total liabilities, and a total stockholders' deficit of $1.30
million.
SingerLewak LLP, in San Jose, California, the Company's auditor
since 2013, issued a "going concern" qualification in its report
daetd Feb. 27, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has incurred net losses and cash flow deficits from
operations since its inception and has an accumulated deficit of
$122.0 million at Dec. 31, 2018. This raises substantial doubt
about the Company's ability to continue as a going concern.
ALTADENA LINCOLN: Unsecured Creditors to Get Nothing Under Plan
---------------------------------------------------------------
Altadena Lincoln Crossing LLC filed a Seventh Amended Plan of
Reorganization and an accompanying seventh amended disclosure
statement proposing that Class 11 General Unsecured Class are
impaired and will receive no payments during the duration of the
Plan until such time as a sale or refinancing of the Property, or
the Debtor's recovery from the State Court Action.
Class No. 3 Secured Claim of East West Bank are impaired. The
Debtor has been ordered to pay and will continue to pay the amount
of $109,805.14 to EWB as adequate protection payments for the term
of the Plan. The Debtor intends to consummate a sale or refinancing
of the Property on or before December 31, 2021, and to pay all net
proceeds of such sale to EWB, up to the full amount of the EWB
Allowed Claim.
Class No. 4a Secured Claim of East West Bank (2nd Loan) are
impaired. No payments will be made on account of the Class 4a
Allowed Claim, which shall retain its rights under the Second
Promissory Note and Second Deed of Trust, if any.
Class No. 4b Secured Claim of BGM Pasadena, LLC are impaired. The
Debtor shall make monthly payments of interest only on the Allowed
BGM Claim, commencing on the fifteenth (15th) day of the seventh
calendar month following the Effective Date, and thereafter the
monthly interest payments shall be due on the fifteenth (15th) day
of each month.
Class No. 5 Secured Claim of George Garikian, Trustee of The George
Garikian Living Trust are impaired. The Debtor’s Plan proposes to
pay an Allowed Claim to Garikian of $60,000 for the legal fees
incurred in working out this resolution and documentation of the
agreements going forward; the sum will remain subject to the
existing Deed of Trust, which, according to the Settlement
Agreement, will be reconveyed when that sum has been paid.
Class No. 6 Secured Claim of Dorn Platz Management, Inc. are
impaired. On the Effective Date, Dorn Platz shall relinquish its
claim and re-convey its deed of trust to the Debtor in exchange for
an equity interest in DPP Altadena, LLC, an equity holder of the
Debtor, in a percentage amount as described in Section 3.3.5
below.
Class No. 7 Secured Claim of RJJ Properties; JFP-Altadena; Donald
G. Barlow Trustee of the D&S Barlow Living Trust are impaired. On
the Effective Date, RJJ/JFP/Barlow shall relinquish its claim and
right to payment and re-convey its deed of trust to the Debtor in
exchange for an equity interest in DPP Altadena, LLC, an equity
holder of the Debtor, in a percentage amount as described in
Section 3.3.5.
Class No. 8 Secured Claim (jointly held) by OPICS Real Estate
Investments & Brokerage, LLC and Bromley, LLC are impaired. Under
the terms of the Stipulation approved by the Court, the Debtor
agreed to a combined Allowed Claim of $575,000 for both Claim No. 7
and Claim No. 8. Under the prior Plan, which was not confirmed, the
Bromley/OPICs Claims were to be paid at the rate of 6% per annum
beginning on the Effective Date.
Class No. 10 Secured Claim of BGM Pasadena, LLC are impaired. The
holder of the Class 10 Claim shall retain its lien on the Property
until such time as its Class 10 Allowed Claim is paid in full, or
it exercises its conversion option as set forth above. Upon payment
in full of the Class 10 Allowed Claim or the exercise of its
conversion option, the Claim held by the holder of the Class 10
Claim shall be deemed satisfied, and the deed of trust shall be
re-conveyed to the Debtor.
The Debtor will have enough cash on hand on the Effective Date of
the Plan to pay all administrative claims that are entitled to be
paid on that date.
The Disclosure Statement Hearing and Case Management and Status
Conference will be held on August 20, 2019 at10:00 a.m. in
Courtroom 1539 255 E. Temple Street Los Angeles, CA 90012.
A full-text copy of the Seventh Amended Disclosure Statement dated
July 1, 2019, is available at https://tinyurl.com/yy3yyz4t from
PacerMonitor.com at no charge.
Attorneys for the Debtor are Gregory M. Salvato, Esq., Joseph
Boufadel, Esq., and Emma Samyan, Esq., at Salvato Law Offices, in
Los Angeles, California.
About Altadena Lincoln Crossing
Headquartered in Pasadena, California, Altadena Lincoln Crossing
LLC, a Delaware limited liability company, filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14276) on April
7, 2017. In the petition signed by Greg Galletly, manager, the
Debtor estimated both assets and liabilities at between $10 million
and $50 million.
The Debtor is an affiliate of BGM Pasadena, LLC, which sought
bankruptcy protection (Bankr. C.D. Cal. Case No. 15-27833) on Nov.
20, 2015.
Judge Julia W. Brand oversees Altadena's case.
James A Tiemstra, Esq., at Tiemstra Law Group PC, serves as the
Debtor's bankruptcy counsel. Gregory M. Salvatao Esq., at Salvato
Law Offices, serves as the Debtor's general bankruptcy and
litigation counsel. Coldwell Banker Commercial North Country
serves as the Debtor's real estate broker.
AMYRIS INC: Wolverine Flagship Swaps $5.1 Million Note for Equity
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Amyris, Inc. entered into an exchange agreement with Wolverine
Flagship Fund Trading Limited on July 2, 2019, pursuant to which
the Company and the Holder agreed to exchange the Tranche II Senior
Convertible Note held by the Holder, in the principal amount of
$5.1 million, which was originally issued by the Company to the
Holder on Jan. 15, 2014 pursuant to the terms of a Securities
Purchase Agreement, dated Aug. 8, 2013, by and among the Company
and the investors and which had an initial maturity date of Jan.
15, 2019, for 1,767,632 shares of the Company's common stock, par
value $0.0001 per share, and a warrant to purchase 1,080,000 shares
of Common Stock at an exercise price of $2.87 per share, with an
exercise term of two years from issuance. The Exchange Agreement
includes customary representations, warranties and covenants of the
parties.
In addition, as previously reported in a Current Report on Form 8-K
filed by the Company with the SEC on Jan. 2, 2019, on Dec. 31,
2018, the Company and the Holder entered into a previous exchange
agreement to exchange the Exchange Note for a new convertible note,
which exchange agreement was terminated prior to the consummation
of such exchange due to a failure of closing conditions to be
satisfied. On Jan. 14, 2019, the Holder agreed to waive payment of
the Exchange Note at maturity until July 15, 2019 in exchange for a
fee of $0.6 million.
The closing of the Exchange occurred on July 8, 2019. At the
Closing, the Company issued the Exchange Shares and the Warrant to
the Holder in exchange for the Exchange Note, which was retired.
About Amyris
Amyris, Inc., based in Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the health & wellness, clean skincare, and flavors &
fragrances markets. The Company's proven technology platform
enables it to rapidly engineer microbes and use them as catalysts
to metabolize renewable, plant-sourced sugars into large volume,
high-value ingredients. The Company's biotechnology platform and
industrial fermentation process replace existing complex and
expensive manufacturing processes. The Company has successfully
used its technology to develop and produce five distinct molecules
at commercial volumes.
The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.
Amyris incurred net losses of $72.32 million in 2017, $97.33
million in 2016, and $217.95 million in 2016. As of Sept. 30,
2018, Amyris had $122.7 million in total assets, $323.3 million in
total liabilities, $5 million in contingently redeemable common
stock, and a total stockholders' deficit of $205.6 million.
ASSETMARK FINANCIAL: Moody's Reviews B1 CFR for Upgrade
-------------------------------------------------------
Moody's Investors Service placed on review for upgrade the ratings
of AssetMark Financial Holdings, Inc.
On Review for Upgrade:
Issuer: AssetMark Financial Holdings, Inc.
Corporate Family Rating, Placed on Review for Upgrade, currently
B1
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Placed on
Review for Upgrade, currently B1
Gtd. Senior Secured 1st Lien Term Loan, Placed on Review for
Upgrade, currently B1
Outlook Actions:
Issuer: AssetMark Financial Holdings, Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
Moody's said AssetMark's credit profile will improve should it
successfully complete its initial public offering (IPO) and utilize
around $125 million of the proceeds to pay-down its term loan, as
the firm has indicated it intends to do. Upon completion of the
proposed pay down, AssetMark's total debt would decline to $125
million from $250 million, and its December 2018 proforma debt
leverage would improve to around 1.6x compared with 3.0x before the
pay- down.
Moody's said the IPO will provide AssetMark with a currency to fund
potential acquisitions, giving it added creditor-friendly financial
flexibility. This flexibility may become important since AssetMark
has been an active participant in the ongoing consolidation of the
competitive and rapidly changing brokerage landscape, said
Moody's.
Moody's said it would likely upgrade AssetMark's ratings should it
have a successful IPO and pay down debt as planned, and if Moody's
assesses that the resulting improvement in debt leverage will be
sustained. This outcome would represent a reversal of the company's
historical owner-friendly financial policy which manifested in a
debt-funded dividend. Moody's said its review would also assess
whether there is an increased probability of support from
AssetMark's ultimate parent company Huatai Securities Co., Ltd.
(Huatai, Baa2) following the IPO. Moody's will also review
AssetMark's ongoing financial policy and leverage targets in the
context of its M&A aspirations.
Moody's said AssetMark's financial performance has improved in
recent years with pretax earnings increasing to $55 million in
2018, up from $19 million in 2017. The stronger profitability has
been mainly driven by a 25% increase in net revenue during the
year, while expenses only increased by 8% during the same period,
said Moody's. The firm's business model, and therefore operating
leverage, benefit from its scalability, where additional financial
advisors joining the firm can meaningfully benefit its
profitability.
The business model, however, was developed during benign market
conditions and untested in a declining market environment or during
a recession, said Moody's. Other credit challenges for AssetMark
include potential asset and liquidity risk from managing the firm's
excess cash via its investment portfolio.
What Could Change the Rating -- Up
The ratings are currently on review for upgrade. The successful
completion of the IPO and planned debt pay down would likely lead
to an upgrade. Additionally, the ratings may be upgraded if Moody's
concludes that an increased probability of affiliate support is
warranted based on its review of AssetMark's strategic importance
to its parent.
The development of profitable new revenue streams resulting in
revenue diversification could also result in upward rating
pressure.
An organic increase in profitability and margin stability driven by
sustainable growth in assets under management could also result in
upward rating pressure.
What Could Change the Rating -- Down
Increasing competitive pressures within the turnkey asset
management platform business resulting in significant asset
redemptions and reduced revenues
The adoption of an aggressive financial policy stemming from
significant increase in debt-funded dividends or M&A activities,
especially if not supplemented by a clear near-term deleveraging
strategy
Increase in asset risk emanating from the firm's yield
generating-strategies
Compliance or risk management shortcomings in meeting the firm's
evolving business needs
The principal methodology used in these ratings was Securities
Industry Service Providers published in June 2018.
AVINGER INC: Regains Compliance with Nasdaq Bid Price Requirement
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Avinger, Inc. received on July 9, 2019, a letter from The Nasdaq
Stock Market, LLC notifying the Company that the staff had
determined that the closing bid price of the Company's common stock
had been at $1.00 per share or greater for at least 10 consecutive
business days and, accordingly, that the Company had regained
compliance with the minimum bid price requirement for continued
listing on the Nasdaq Stock Market and that the matter is now
closed. While the Company has regained compliance with the Minimum
Bid Price Requirement, there can be no assurance that the Company
will be able to maintain compliance with the Minimum Bid Price
Requirement in the future.
On Dec. 4, 2018, Avinger received a letter from the Nasdaq
notifying the Company that the Company was not in compliance with
Nasdaq Marketplace Rule 5550(a)(2), as the minimum bid price for
the Company's listed securities was less than $1.00 for the
previous 30 consecutive business days. The Company had a period of
180 calendar days, or until June 3, 2019, to regain compliance with
the Minimum Bid Price Requirement. Also as previously disclosed,
on June 4, 2019, the Company received notification from Nasdaq
indicating that the Company would have an additional 180-day grace
period, until Dec. 2, 2019, to regain compliance with the Minimum
Bid Price Requirement.
About Avinger, Inc.
Headquartered in Redwood City, California, Avinger --
http://www.avinger.com-- is a commercial-stage medical device
company that designs and develops the first-ever image-guided,
catheter-based system that diagnoses and treats patients with
peripheral artery disease (PAD). PAD is estimated to affect over
12 million people in the U.S. and over 200 million worldwide.
Avinger is dedicated to radically changing the way vascular disease
is treated through its Lumivascular platform, which currently
consists of the Lightbox imaging console, the Ocelot family of
chronic total occlusion (CTO) catheters, and the Pantheris family
of atherectomy devices.
Avinger reported a net loss applicable to common stockholders of
$35.69 million for the year ended Dec. 31, 2018, compared to a net
loss applicable to common stockholders of $48.73 million for the
year ended Dec. 31, 2017. As of March 31, 2019, Avinger had $26.25
million in total assets, $12.97 million in total liabilities, and
$13.27 million in total stockholders' equity.
Moss Adams LLP, in San Francisco, California, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 6, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, stating that the
Company's recurring losses from operations and its need for
additional capital raise substantial doubt about its ability to
continue as a going concern.
BGC HOLDINGS: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: BGC Holdings LLC - Arlington Place One
2340 S. Arlington Heights Road, Suite 103
Arlington Heights, IL 60005
Business Description: BGC Holdings LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: July 7, 2019
Court: United States Bankruptcy Court
Northern District of Illinois (Eastern Division)
Case No.: 19-19145
Judge: Hon. LaShonda A. Hunt
Debtor's Counsel: Michael J. Greco, Esq.
MICHAEL J GRECO ATTORNEY AT LAW
175 W Jackson Boulevard Suite 240
Chicago, IL 60604
Tel: 312 222-0599
Fax: 312 922-1794
Email: michaelgreco18@yahoo.com
- and -
James O. Stola, Esq.
LAW OFFICE OF JAMES O. STOLA
1200 West 35th Street
Chicago, IL 60609
Tel: (273) 969-6570
Email: james@stolalaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Samuel K. Bobby, manager.
A copy of the Debtor's list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/ilnb19-19145_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ilnb19-19145.pdf
BLUE DIAMOND: Hearing on Disclosure Statement Moved to Sept. 19
---------------------------------------------------------------
The Bankruptcy Court signed an order extending the confirmation
deadlines in the Chapter 11 case of Blue Diamond LLC. Accordingly,
the hearing to consider the adequacy of the Disclosure Statement
explaining the Debtor's Plan will be held on September 19, 2019, at
1:00 p.m., in the U.S. Magistrate Courtroom, located on the first
floor of the W. Craig Broadwater Federal Courthouse, 217 West King
Street, Martinsburg.
September 6, 2019, is fixed as the last day for filing with the
Court and serving written objections to confirmation of the Chapter
11 Plan.
Such acceptances or rejections will be transmitted on or before
September 13, 2019.
About Blue Diamond
Blue Diamond LLC, based in Martinsburg, W.Va., filed a Chapter 11
petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017.
In the petition signed by James Hutzler, Jr., member and manager,
the Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.
The Hon. Patrick M. Flatley oversees the case.
Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as
bankruptcy counsel to the Debtor. William C. Brewer, Esq., at
Brewer & Giggenbach, PLLC, is the Debtor's special counsel.
BNG FITNESS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
BNG Fitness, LLC, according to the court docket.
About BNG Fitness
BNG Fitness, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05123) on May 30,
2019. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of less than $100,000. The
case is assigned to Judge Michael G. Williamson. The Debtor tapped
David W. Steen, Esq., at David W Steen, P.A., as counsel.
BROOKS AUTOMATION: Moody's Raises CFR to Ba3, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Brooks Automation, Inc.'s
Corporate Family Rating to Ba3 from B1 and the senior secured
credit facilities rating to Ba3 from B1. The Speculative Grade
Liquidity Rating was affirmed at SGL-1. The outlook is stable.
The upgrade follows Brooks' repayment of a significant portion of
its outstanding debt balances following the closing of the
divestiture of its cryogenics business in July of 2019. As of March
31, 2019 pro forma for the divestiture, the resulting total debt is
$55 million (Moody's adjusted $85 million), cash balance is $190
million, and Moody's adjusted total debt/EBITDA is 0.8x.
The following rating actions were taken:
Upgrades:
Issuer: Brooks Automation, Inc.
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Senior Secured 1st lien Term Loan, Upgraded to Ba3 (LGD4) from B1
(LGD4)
Affirmations:
Issuer: Brooks Automation, Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-1
Outlook Actions:
Issuer: Brooks Automation, Inc.
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The Ba3 CFR considers Brooks' relatively small pro forma business
scale with revenues of about $800 million in fiscal 2019 (ending
September), potential for volatility over time due to exposure to
cyclical semiconductor end markets and the lumpiness of sample
management system sales, and moderate revenue concentration with
Tier 1 semiconductor capital equipment (semi-cap) OEM customers.
The company's business portfolio realignment toward life sciences
and the sale of the highly profitable cryogenics business, while
solidly accretive to the revenue growth trajectory, has resulted in
a moderately lower profitability profile and higher near-term
capital intensity as meaningful investments are being made to
support the growth of the life sciences businesses.
The rating is supported by the relatively high diversification of
the company's business portfolio across two divisions that are
driven by disparate end market and secular trends, as well as
across several product and service categories within each division.
In each of its business lines, Brooks benefits from strong
competitive positions and high differentiation of products and
services. The company's businesses have attributes that enhance
their stability such as the copy-exact positioning in the
semiconductor business and the high recurring revenue proportion in
the life sciences business. Exposure to positive secular trends may
continue to support performance through cycles, as evidenced by the
semiconductor business' positive organic growth in recent periods
despite a soft semi-cap end market environment. Moody's believes
that Brooks' credit profile benefits from the solid organic growth
track record and future organic growth potential in each of the
company's main business lines.
The rating is further supported by Brooks' modest debt balances and
financial leverage pro forma for the cryogenics divestiture and the
related repayment of debt. Moody's expects Brooks to evaluate
additional potential acquisitions over time, but expects
transactions to be moderately sized. The company has the benefit of
$190 million of cash liquidity some of which may be utilized for
acquisitions. Continuation of solid organic growth, combined with
stronger free cash flow generation following the upcoming period of
capital investments in the life sciences business, would increase
Brooks' acquisition capacity over time.
The stable outlook reflects its expectation of continued organic
growth in high single digits and EBITDA margin expansion. The
ratings could be upgraded if Brooks were to meaningfully increase
its business scale, sustain solid organic growth and margin
expansion, and consistently adhere to conservative capital
structure strategy. The ratings could be downgraded if Brooks were
to experience a sustained slowdown in growth or margin decline, or
if leverage were to be sustained above 3x.
Brooks' strong liquidity (SGL-1) is supported by pro forma cash
balances of $190 million as of March 31, 2019, an asset based
revolving credit facility of $75 million, and estimated pro forma
free cash flow of about $15 million in 2019. The Ba3 facility
rating for the first lien term loan is consistent with the Ba3 CFR
reflecting the single class of secured debt comprising the
preponderance of the debt capital structure.
The principal methodology used in these ratings was Semiconductor
Industry published in July 2018.
C&M PLASTICS: Aug 14 Hearing on Disclosure Statement
----------------------------------------------------
The Court having been advised that C&M Plastics, LLC, and Sandra
Craven have filed a Disclosure Statement and plan of reorganization
will consider the approval of the Disclosure Statement at a hearing
on August 14, 2019, at 10:00 a.m. The Disclosure Statement Hearing
will be held at the United States Bankruptcy Court, 230 North First
Avenue, 7th Floor, Courtroom 702, Phoenix, Arizona. Objections
must be filed by August 7, 2019.
C&M anticipates the total amount of Allowed Unsecured Claims,
classified in Class 1-F, will be approximately $1,398,337.22 owed
for business-related debt. Ms. Craven anticipates the total amount
of Allowed Unsecured Claims in this Class will be approximately
$571,131.10 owed for business-related debt, lines of credit,
personal guaranties and credit card purchases.
Class 1-F and Class 2-F Creditors will be paid a pro-rata share
from the Debtors' Excess Cash Flow, on a quarterly basis, in an
amount sufficient to fund the value of the Debtors' Liquidation
Equity, after all senior Allowed Claims have been paid in
accordance with the terms of the Plan. Any Allowed Unsecured
Claims that are determined to be non-dischargeable will continue to
receive a pro-rata distribution of the Excess Cash Flow until
satisfied in full.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/yy6slbnv from PacerMonitor.com at no charge.
About C&M Plastics, LLC
C&M Plastics -- http://www.cm-plastics.com-- is an (EBM) Extrusion
Blow molding company with over 25 years of experience in
manufacturing and packaging for the nutraceutical, pharmaceutical,
food, beverage, and cosmetic industries. C&M Plastics offers a
wide range of services such as custom EMB molds, bottle design,
custom packaging and filling, manufacturing, inventory management
and stocking programs. The Company is headquartered in Phoenix,
Arizona.
C&M Plastics filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
19-01871), on Feb. 21, 2019. The petition was signed by Sandra
Craven, manager/member. The case is assigned to Judge Madeleine C.
Wanslee. The Debtor is represented by Patrick F. Keery, Esq. at
Keery McCue, PLLC. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.
CAMBRIAN HOLDING: Bingham, Davis Represent Term Lender Group
------------------------------------------------------------
In the Chapter 11 cases of Cambrian Holding Company, Inc., et al.,
the law firms Bingham Greenebaum Doll LLP and Davis Polk & Wardwell
LLP submitted a verified statement to comply with Rule 2019 of the
Federal Rules of Bankruptcy Procedure.
In April 2015, the Term Lender Group engaged Davis Polk to
represent it in connection with the Term Lenders' holdings under
the Term Credit Agreement. In July 2018, the Term Lender Group
engaged BGD to represent it, through its administrative and
collateral agent, Deutsche Bank Trust Company Americas, as Kentucky
counsel.
BGD and Davis Polk do not represent or purport to represent any
entities other than the Term Lender Group and, in the case of BGD,
DBTCA, solely its capacity as administrative and collateral agent
to the Term Lender Group in connection with the Chapter 11 Cases.
In addition, the Term Lender Group does not claim or purport to
represent any other entity.
The Term Lenders of the Term Lender Group, collectively,
beneficially own or manage no less than $51,745,026 in aggregate
principal amount of the claims under the Term Credit Agreement.
As of June 26, 2019, the Term Lender Group and their disclosable
economic interests are:
Term Loan
Principal Amount
----------------
(1) Deutsche Bank AG, London Branch $25.87 million
60 Wall Street, 5th Floor
New York, NY 10005
(2) Tennenbaum Opportunities Partners V, LP $17.49 million
2951 28th Street
Suite 1000
Santa Monica, CA 90405
(3) Tennenbaum Opportunities Fund VI, LLC $8.387 million
2951 28th Street
Suite 1000
Santa Monica, CA 90405
Counsel to the Term Lender Group can be reached at:
BINGHAM GREENEBAUM DOLL LLP
April A. Wimberg, Esq.
Christopher B. Madden, Esq.
3500 PNC Tower
101 South Fifth Street
Louisville, KY 40202
Telephone: 502-587-3606
- and -
DAVIS POLK & WARDWELL LLP
Brian M. Resnick, Esq.
Elliot Moskowitz, Esq.
Christopher S. Robertson, Esq.
450 Lexington Avenue
New York, NY 10017
Telephone: (212)450-4000
Facsimile: (212)701-5800
A copy of the Rule 2019 filing from PacerMonitor.com is available
at http://bankrupt.com/misc/Cambrian_Holding_148_Rule2019.pdf
About Cambrian Holding
Belcher, Kentucky-based Cambrian Holding Company, Inc., and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019.
The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford,
Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as
investment banker' and FTI Consulting, Inc., as financial advisor.
Epiq Corporate Restructuring, LLC, is the notice, claims and
solicitation agent.
CANCER GENETICS: Sells Clinical Business Assets for $868,000
------------------------------------------------------------
Cancer Genetics, Inc., entered into an asset purchase agreement
with siParadigm, LLC pursuant to which the Company sold to
siParadigm, on July 5, 2019, certain assets associated with the
Company's clinical laboratory business, and agreed to cease
operating its Clinical Business. The Designated Assets include
intellectual property, equipment and customer lists associated with
the Clinical Business, and the Company will provide certain
transitional services to siParadigm pursuant to the Clinical
Agreement. The cash consideration paid by siParadigm at closing
was approximately $868,000, which includes approximately $45,000
for certain equipment plus a $1,000,000 advance payment of the
Earn-Out, less approximately $177,000 of certain costs incurred by
siParadigm on the Company's behalf prior to closing. The Earn-Out,
to be paid over the 24 months post-closing, is based on fees for
all tests performed by siParadigm for the Company's clinical
customers during the 12-month period following the closing.
Under the Clinical Agreement, the Company agreed to certain
non-competition and non-solicitation provisions, including that it
will cease performing certain clinical tests and will not solicit
or seek business from certain of its customers (other than for the
Company's other lines of business) for a period of three years
following the closing date.
About Cancer Genetics
Headquartered in Rutherford, New Jersey, Cancer Genetics, Inc. --
http://www.cancergenetics.com/-- develops, commercializes and
provides molecular- and biomarker-based tests and services,
including proprietary preclinical oncology and immuno-oncology
services, that enable biotech and pharmaceutical companies engaged
in oncology and immuno-oncology trials to better select candidate
populations and reduce adverse drug reactions by providing
information regarding genomic and molecular factors influencing
subject responses to therapeutics. CGI operates across a global
footprint with locations in the US, Australia and China.
Cancer Genetics reported a net loss of $20.37 million in 2018
following a net loss of $20.88 million in 2017. As of March 31,
2019, the Company had $38.49 million in total assets, $30.81
million in total liabilities, and $7.67 million in total
stockholders' equity.
RSM US LLP, in New York, the Company's auditor since 2010, issued a
"going concern" opinion in its report on the Company's consolidated
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses, and has an accumulated
deficit and negative cash flows from operations. The Company is
also in violation of certain debt covenants. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
CHESAPEAKE BAY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chesapeake Bay Associates Limited Partnership
105 Eastern Avenue
Annapolis, MD 21403
Business Description: Chesapeake Bay Associates Limited
Partnership is a privately held company in
Annapolis, Maryland.
Chapter 11 Petition Date: July 9, 2019
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Case No.: 19-19318
Debtor's Counsel: James Greenan, Esq.
MCNAMEE, HOSEA, ET. AL.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Tel: 301-441-2420
E-mail: jgreenan@mhlawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by J. Seth Lehner, partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mdb19-19318.pdf
CLEARWATER PAPER: S&P Alters Outlook to Neg., Affirms 'BB-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its rating outlook on U.S.–based
tissue and paperboard producer Clearwater Paper Corp. (CLW) to
negative from stable and affirmed its 'BB-' issuer credit rating on
the company.
S&P said, "At the same time, we are assigning our 'BB+' issue-level
rating and '1' recovery rating to the company's proposed $300
million first-lien term loan. The 'BB-' issue-level rating on the
company's senior unsecured notes is unchanged. However, we are
revising the recovery rating on the unsecured debt to '4' from
'3'.
"We revised the outlook to negative to reflect the increased
leverage of the additional $300 million term loan. While the term
loan will be used to initially repay the outstanding borrowings on
the revolver, we do expect the revolver balance to increase during
the year since it will be used to fund the company's working
capital needs. In addition, we expect a decline in EBITDA for 2019
due to additional expenses associated with the maintenance and
start-up of the Shelby plant expansion and a new digester at the
Lewiston pulp plant, as well as continued soft (but improving)
prices for the company's tissue products. As a result of higher
debt levels and lower EBITDA than 2018, we expect leverage to
exceed 6.5x by the end of the year, from 5.3x at the end of March
31, 2019. We believe that the incremental volumes from the Shelby
plant expansion and the optimization of the Lewiston pulp digester
should enable Clearwater to improve its EBITDA in 2020, and hence
improve its leverage to 5x or below, in line with our assessment of
the financial risk and the rating.
"The negative outlook reflects our view that failure to achieve
full production capacity and incremental sales from the Shelby
plant expansion, as well as successful completion of the Lewiston
pulp digester, could result in debt leverage remaining elevated and
no longer supportive of the current rating. Continued stiff
competition and pricing pressure for CLW's consumer products
segment also represent potential downside to our base case forecast
of more than 6.5x adjusted debt to EBTIDA for 2019 and that
underperformance may cause us to lower the rating over the next 12
months.
"We might lower the ratings to 'B+' over the next 12 months if
anticipated incremental volumes from the Shelby plant expansion
fail to materialize or competitive pressures in the tissue segment
cause revenues to be lower than forecast with higher raw material
costs pressuring EBITDA margins to be sustained below 10%. As a
result, adjusted leverage will remain above 5x.
"We might return the outlook to stable over the next 12 months if
higher sales prices and volumes or lower input costs in the
consumer product segment result in a reduction in debt leverage
below 5x by the end of the second quarter ending June 2020. For
this to occur, we would expect at least a 175-basis-point
improvement in EBITDA margin such that 2020 EBITDA grows more than
25% from 2019 levels."
CLEARWATER TRANSPORTATION: Unsecureds to Get Quarterly Payments
---------------------------------------------------------------
Clearwater Transportation, Ltd., filed a Chapter 11 Plan and
accompanying Disclosure Statement proposing to pay holders of
General Unsecured Claims, classified in Class 8, in no event
beginning later than the sixty anniversary or the Effective Date,
quarterly pro rata payments so that all General Unsecured Claims
are paid in full by the ninth anniversary of the Effective Date.
Class 1 - Pearl Delta Funding, LLC are impaired. The Class 1 claim
shall be treated as a factoring claim such that Pearl Delta Funding
has purchased a percentage of the Debtor's receivables. The Debtor
is current on the Pearl Delta Funding obligations and shall
continue to pay the Pearl Delta Funding obligations in the ordinary
course of business as provided by the Revenue Purchase Agreement
between Debtor and Pearl Delta Funding until Pearl Delta Funding's
Allowed claim is paid in full.
Class 2 - Newtek Small Business Finance, LLC are impaired. The
Class 2 claim shall be treated as a secured claim equal to the
amount of Newtek's Proof of Claim. Debtor believes it is current on
its Newtek obligations. The Debtor shall continue to pay Newtek
under the terms of the Master Loan and Security Agreement between
the parties.
Class 3 - Bancorp Bank are impaired. The Class 3 claim shall be
treated as a secured claim. Debtor shall continue to pay Bancorp
under the terms of the Master Loan and Security Agreement between
the parties.
Class 4 - FC Marketplace, LLC, Servicer For Pioneer Park LLC are
impaired. The Class 4 claim shall be paid interest only after the
Effective Date until all Cure obligations and Actual Pecuniary Loss
Claims of the Conrac and City ABIA have been paid in full at an
interest rate agreed to by the parties or determined by the
Bankruptcy Court, with such interest paid monthly.
Class 5 - Funding Metrics, LLC, d/b/a Lendini are impaired. The
Class 5 claim shall be paid interest only until all Cure
obligations and Actual Pecuniary Loss Claims of the Conrac and City
ABIA have been paid in full at an interest rate agreed to by the
parties or determined by the Bankruptcy Court, with such interest
paid monthly.
Class 6 - IOU Central Inc., d/b/a IOU Financial are impaired. The
Class 6 claim shall be treated as a secured claim equal to the
outstanding owed to IOU Financial as of the Petition Date, less any
payments made post-petition under the Cash Collateral Orders
entered by the Bankruptcy Court. The Class 6 claim shall be paid
interest only until all Cure obligations and Actual Pecuniary Loss
Claims of the Conrac and City ABIA have been paid in full.
Class 9 - Intercompany Claims. Each Allowed Intercompany Claim
shall be, at the option of the Debtor, either: (i) Reinstated; (ii)
canceled, released, and extinguished, and will be of no further
force or effect; or (iii) otherwise addressed at the option of
Debtor provided that holders of Class 9 Intercompany Claims will
not receive any distribution on account of such Class 9 Claims
until all general unsecured claims are paid in full.
Class 10 - Existing General Partner Interests. Holders of General
Partner Interests will not receive any distribution on account of
such Interests, which will be retained and continue in effect as of
the Effective Date. Additionally, no future distributions may be
made to Debtor’s General Partner Interest Holder on account of
such General Partner Interest until all general unsecured creditors
have been paid in full.
Class 11 - Existing Limited Partnership Interests. Holders of
Existing Limited Partnership Interests will not receive any
distribution on account of such Interests, which will be retained
and continue in effect as of the Effective Date. Additionally, no
future distributions may be made to Debtor’s Limited Partner
Interest Holder on account of such Limited Partner Interest until
all general unsecured creditors have been paid in full.
The Reorganized Debtor shall fund distributions under the Plan
with: (1) Cash on hand, including Cash from operations; (2) use of
setoff or recoupment rights as provided in the Plan, or (3) through
contributions by Affiliates or its Interest Owners.
A full-text copy of the Disclosure Statement dated July 1, 2019, is
available at https://tinyurl.com/y5da4fzo from PacerMonitor.com at
no charge.
About Clearwater Transportation
Clearwater Transportation, Ltd., a company in San Antonio, Texas,
that provides car rental services, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50292) on
Feb. 7, 2019. At the time of the filing, the Debtor estimated
assets of $1 million to $10 million and liabilities of the same
range. The case is assigned to Judge Craig A. Gargotta. Dykema
Gossett PLLC is the Debtor's legal counsel.
CON-NIC APARTMENTS: Fidelity Objects to Disclosure Statement
------------------------------------------------------------
Fidelity Co-Operative Bank objects to the adequacy of the
Disclosure Statement explaining the Chapter 11 Plan of Con-Nic
Apartments, LLC.
Fidelity asserts that the Debtor has failed to provide
post-petition monthly rent due by unit number, including current
accounts receivable balances and detail, for each unit.
According to Fidelity, the Debtor has failed to provide any
information regarding deferred maintenance that Debtor expects to
have to address during the life of the proposed plan with regard to
each property/building.
Fidelity points out that the Debtor has remained unclear as to
which remaining outstanding sewer charge obligations of the Debtor
are pre-petition and which obligations are post-petition.
Fidelity complains that the Debtor has failed to provide more
detail in section III of the Disclosure Statement with regard to
what other, specific “unforeseen expenses” led to the
Debtor’s need to file for bankruptcy protection.
Fidelity is represented by:
Howard B. D'Amico, Esq.
Howard B. D’Amico, P.C.
33 Waldo Street
Worcester, MA 01608
Tel: (508) 793-1606
Email: hdamico@hbdpc.com
About Con-Nic Apartments
Con-Nic Apartments, LLC, owner of two apartment buildings in
Gardner, Massachusetts, filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 18-41697) on Sept. 12, 2018. In the petition signed
by Mark S. Dymek, member-manager, the Debtor estimated both assets
and liabilities to be less than $1 million. Law Offices Of James
Wingfield, led by principal James A. Wingfield, serves as counsel
to the Debtor.
CYTOSORBENTS CORP: Will Raise $25M Through At-The-Market Offering
-----------------------------------------------------------------
CytoSorbents Corporation entered into an open market sale agreement
with Jefferies LLC and B. Riley FBR, Inc. on July 9, 2019, pursuant
to which the Company may sell, from time to time, at its option, up
to an aggregate of $25,000,000 of shares of the Company's common
stock, $0.001 par value per share, through the Agents, as the
Company's sales agents. Any Shares to be offered and sold under
the Sale Agreement will be issued and sold pursuant to the
Company's previously filed and currently effective registration
statement on Form S-3 by methods deemed to be an "at the market
offering" as defined in Rule 415(a)(4) promulgated under the
Securities Act of 1933, as amended, in block transactions or if
specified by the Company, in privately negotiated transactions.
Subject to the terms of the Sale Agreement, the Agents will use
reasonable efforts to sell the Shares from time to time, based upon
the Company's instructions (including any price, time or size
limits or other customary parameters or conditions the Company may
impose). The Company cannot provide any assurances that it will
issue any Shares pursuant to the Sales Agreement. The Company will
pay the Agents a commission of up to 3.0% of the gross proceeds
from the sale of the Shares, if any. The Company has also agreed
to provide the Agents with customary indemnification rights. The
offering of the Shares will terminate upon the earliest of (a) the
sale of the maximum number or amount of the Shares permitted to be
sold under the Sales Agreement and (b) the termination of the Sales
Agreement by the parties.
The Shares to be sold under the Sale Agreement, if any, will be
issued and sold pursuant to the Registration Statement, which
previously was filed with the Securities and Exchange Commission
on July 26, 2018, amended on Aug. 3, 2018, and declared effective
by the SEC on Aug. 7, 2018. A prospectus supplement related to the
offering was filed with the SEC on July 9, 2019.
About CytoSorbents
Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb is approved in the
European Union with distribution in 55 countries around the world,
as an extracorporeal cytokine adsorber designed to reduce the
"cytokine storm" or "cytokine release syndrome" that could
otherwise cause massive inflammation, organ failure and death in
common critical illnesses. These are conditions where the risk of
death is extremely high, yet no effective treatments exist.
Cytosorbents reported a net loss of $17.21 million for the year
ended Dec. 31, 2018, compared to a net loss of $8.46 million for
the year ended Dec. 31, 2017. As of March 31, 2019, Cytosorbents
had $30.99 million in total assets, $15.97 million in total
liabilities, and $15.01 million in total stockholders' equity.
WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's
auditor since 2004, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, noting that the Company sustained net
losses for the years ended Dec. 31, 2018, 2017 and 2016. Further,
the Company believes it will have to raise additional capital to
fund its planned operations for the twelve month period through
March 2020. These matters raise substantial doubt regarding the
Company's ability to continue as a going concern.
DANICA ASSOCIATES: Unsecured Creditors to Get $3,348 Per Month
--------------------------------------------------------------
Danica Associates, LLC, Rynic, Inc., and Branwell, Inc., filed a
Chapter 11 Plan and accompanying Disclosure Statement.
Class 3 - Allowed General Unsecured Claims are impaired. Holders of
Class 3 Claims will be paid a pro rata share of $257,829.43 LESS
any amounts paid in accordance with the sales of various locations
as described above. This amount will be payable in monthly
installments of $3,348.43 per month starting in Month 19 of the
plan through month 95 of the Plan with a final payment in Month 96
of $3,348.75. Each payment shall reduce both the total amount due
to this class but will also reduce the monthly payment by a
percentage equal to the percentage of debt reduction made.
Class 1 - Allowed Secured Valley National Bank are impaired. Unless
otherwise agreed to by the Debtors and Valley National Bank, on the
Effective Date the Secured Claim owed to Class 1 in the secured
amount of amount of $60,273.57 will be paid in monthly installments
of $3,348.53 starting in Month 1 through Month 18 of the Plan.
Class 2 - Allowed Priority Unsecured Taxing Authority Claims are
impaired. Allowed Priority Unsecured Taxing Authority Claims. The
Internal Revenue Service will be paid $300.00 plus any taxes that
become in full in compliance with 11 U.S.C. 51129(a)(9).
Funds to be used to make cash payments under the Plan shall derive
from income and operations of the Debtors.
A full-text copy of the First Amended Disclosure Statement dated
July 1, 2019, is available at https://tinyurl.com/y3kokyun from
PacerMonitor.com at no charge.
About Danica Associates
Danica Associates, LLC, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 18-12476) on March 2, 2018. In the petition signed
by Rite K. Weller, managing member, the Debtor estimated at least
$50,000 in assets and $100,000 to $500,000 million in liabilities.
The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is
represented by David Lloyd Merrill, Esq. at Merrill PA.
DIAMOND SPORTS: Moody's Assigns Ba3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
and Ba3-PD probability of default rating to Diamond Sports Group,
LLC. Concurrently, Moody's assigned a Ba2 rating to Diamond's
$3,300 million term loan B, its $650 million revolver, and its
proposed $2,550 million senior secured notes as well as a B2 rating
to Diamond's proposed $2,325 million of senior unsecured notes.
Moody's also assigned the company a speculative grade liquidity
rating of SGL-2. The outlook is stable.
Diamond is a 100% subsidiary of Sinclair Broadcast Group, Inc.
(Ba3, stable) and will be the acquiring entity of 21 regional
sports networks (RSN) which Sinclair agreed to purchase from Walt
Disney Company (The) ("Disney", A2 stable) back in May 2019. The
current financing, along with around $1.4 billion of cash and $1
billion of preferred equity will total around $10.5 billion which
will be used to purchase the RSNs for around $9.6 billion, finance
some put options triggered by the change of control and inject
around $774 million of cash on Diamond's balance sheet in
anticipation of further tuck-in RSN related M&A and further put
options.
Assignments:
Issuer: Diamond Sports Group, LLC
Corporate Family Rating, Assigned Ba3
Probability of Default Rating, Assigned Ba3-PD
Speculative Grade Liquidity Rating, Assigned SGL-2
Gtd Senior Secured Term Loan B, Assigned Ba2 (LGD3)
Gtd Senior Secured Revolving Credit Facility, Assigned Ba2
(LGD3)
Gtd Senior Secured Global Notes, Assigned Ba2 (LGD3)
Gtd Senior Unsecured Global Notes, Assigned B2 (LGD5)
Outlook Actions:
Issuer: Diamond Sports Group, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Diamond's Ba3 rating reflects the company's (1) strong business
model with around 90% of revenue derived from per-subscriber fees
charged to multichannel video programming distributors (MVPD) which
carry the RSNs; (2) large subscriber base estimated at 74 million
and a strong share of viewing for sports compared to other genres
of TV content; (3) large network of RSNs giving it a nationwide
footprint with all league sports represented which mitigates both
seasonality and reliance on specific team performance; (4) very
long-term nature of the contractual agreements with the RSN teams.
The Ba3 rating also reflects (1) the company's high leverage with
Moody's adjusted debt to EBITDA expected around 5.3x for 2019
pro-forma for the acquisition; (2) the negative trends seen in
MVPDs' subscriber base with declines expected around 2% in 2019;
(3) long term obligations from fixed payment terms of most team
contracts; (4) risk of further debt funded M&A in the medium term.
Part of the financing will also include $1,025 million principal
amount of preferred shares issued at Diamond Sports Holdings LLC.
The preferred shares meet Moody's criteria for equity treatment
under Moody's Hybrid Methodology and have been excluded from
Moody's adjusted debt and from the waterfall of claims analysis
which forms part of Moody's Loss Given Default (LGD) Methodology.
Sinclair has stated that it would be open to selling part of the
RSN business to strategic equity partners. As part of any future
potential sale transaction, Moody's would expect the company to
repay the preferred shares through common equity.
Unlike other programming genres like entertainment and reality,
which have shown declines in audiences across the board, local news
and sports continue to attract a captive audience. With 14 RSNs (15
once Sinclair-Cub joint venture Marquee is added) Diamond will be
the largest RSN owner by a wide margin (number two Comcast
Corporation (A3 stable) owns 7). This gives it a wide national
footprint which should mitigate its exposure to individual local
teams' performances. Moody's expects the company to benefit from
Sinclair's existing relationships with major MVPDs.
Diamond's RSNs are present in 15 out of the top 25 designated
market areas. According to the company's estimates, the RSNs reach
approximate 75 million of subscribers. The large majority of the
revenue derive from the RSNs come from retransmission fees paid by
cable operators and other MVPDs to Diamond. These are typically
paid on a per-subscriber basis and contracted over 3-5 years with
agreed escalation in the fees. In recent years, traditional MVPD
subscribers have declined as virtual MVPDs and OTT platforms have
gained market share. Moody's expects this trend to continue and
estimates a low single digit decline in MVPD subscribers (including
virtual MVPDs) in 2019. Furthermore growth in RSN revenue hinges on
the ability of Diamond to continue to increase retransmission fees.
Currently, most of the RSNs are offered on near-entry packages of
cable operators and are hence included in a large number of
subscriber packages. Should the RSNs suddenly be marketed as a
standalone add-on to video packages, pricing would need to be
reassessed to make up for what would likely be a sharp drop in
subscribers.
A number of RSNs are held in joint ventures (JV) between Diamond
and one of the sports team covered by that RSN. These JVs offer the
teams an opportunity to share in the upside and allow Sinclair to
reduce its fixed contracted upfront payment. The RSN entities held
in a JV will not be guarantors to the new debt instruments and will
not serve as collateral for the secured credit facilities and
secured notes. Diamond's equity interests in the JVs will be
pledged to the secured debt holders and the holders of the equity
interests will be guarantors under the secured credit facilities,
secured notes and unsecured notes. While these JVs currently
represent less than 25% of Diamond's assets, any future increase in
the proportion of JVs and further declines in the proportion of
guaranteeing subsidiaries might have an impact on the relative
notching of the various debt instruments. Moody's includes the
dividends received from these JVs in Diamond's EBITDA (but excludes
the net results of these JVs).
Diamond has a good liquidity profile. At closing of the
transaction, the company will have a large cash balance of $774
million. However, some of it has been earmarked for a potential
investment and $376 million to fund a potential put option which
could be exercised by one of the JVs by Q1 2020. The company's
revolving credit facility of $650 million is expected to remain
undrawn and will require compliance with a springing leverage
covenant of 5.9x to be tested when utilization reaches 35%. The
company is expected to be highly cash generative with Moody's
estimating free cash flow at around $1 billion in 2020.
The stable outlook reflects Moody's expectations that the company's
strong free cash flow generation will allow the company to reduce
the currently high leverage within the coming year, in line with
its stated leverage guidance of 4-4.5x. The stable outlook also
assumes that any further M&A activity will be funded in line with
that leverage guidance.
WHAT COULD CHANGE THE RATING UP/DOWN
Ratings could be upgraded if leverage were sustained comfortably
below 4.25x and free cash flow to debt (Moody's adjusted) were to
be sustainably maintained above 10%. A positive rating action would
also be contingent on maintaining good liquidity.
Ratings could be downgraded if leverage were to exceed 5.5x, or
free cash flow-to-debt (Moody's adjusted) were to be sustained
materially below 10%.
DIVERSE LABEL: Discloses Compromise of Cargill Claims
-----------------------------------------------------
Diverse Label Printing, LLC, filed a First Amended Plan of
Liquidation and accompanying Disclosure Statement to disclose the
compromise and settlement of the claims filed by Cargill
Incorporated and Cargill Meat Solutions Corporation, which are
disputed by the Debtor and the Official Committee of Unsecured
Creditors. Confirmation of the Plan would constitute approval of
the proposed compromise and settlement of the Cargill Claims;
however, in the event the Plan is not confirmed, the proposed
compromise and settlement would be withdrawn and would not have any
further effect on the determination of the Cargill Claims or any
objections thereto.
The Debtor does not anticipate that holders of Allowed Claims in
Classes 2 (Allowed Subordinated Claims), 3 (Allowed Late Filed
Claims), and 4 (Allowed Penalty Claims), or holders of Equity
Interests will receive any distribution on their claims or
interests. The amount of any distribution to holders of allowed
claims in Class 1 will depend on the validity, extent, and priority
of the claims filed by Bank Capital Services, LLC, d/b/a F.N.B
Equipment Finance and certain affiliates of the Debtor.
The funds that will be available to pay Allowed Claims in these
proceedings include (i) any cash on hand in the Debtor’s Estate
as of the Effective Date, and (ii) any recoveries from causes of
action, including Bankruptcy Causes of Action.
A full-text copy of the First Amended Disclosure Statement dated
June 24, 2019, is available at http://tinyurl.com/yyajfjoyfrom
PacerMonitor.com at no charge.
Counsel for the Debtor are John A. Northen, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina.
About Diverse Label Printing
Diverse Label Printing, LLC, a company in Burlington, North
Carolina, specializes in producing labels for food, food
processing, supermarket, consumer goods, and other uses. Diverse
Label sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the
petition signed by CEO Ed Bidanset, the Debtor disclosed
$15,750,989 in assets and $10,499,186 in liabilities. Judge
Catharine R. Aron oversees the case. The Debtor tapped Northen
Blue, LLP as its legal counsel, and Nelson & Company, PA as its
accountant.
DONALD BORDE: $2.5M Sale of 349-Acre Columbia Land to McCoy Okayed
------------------------------------------------------------------
Judge Brett H. Ludwig of the U.S. Bankruptcy Court for the Western
District of Wisconsin authorized Donald R. Borde, James A. Borde
and Busy B's, LLC, to sell approximately 348.72 acres of farm and
wooded land in Columbia County, Wisconsin to McCoy Trust dated May
25, 2016 for $2.5 million.
The sale will be free and clear of all liens and encumbrances. All
liens and encumbrances will attach to the net proceeds of sale.
The proceeds of the sale will be first distributed to cover all
normal costs of sale. The net proceeds of the sale, after normal
costs of sale, will be paid to Farmers and Merchants Bank, the
first lienholder.
Donald R. Borde sought Chapter 11 protection (Bankr. W.D. Wis. Case
No. 19-11557) on May 9, 2019. The Debtor tapped Virginia E.
George, Esq., at Steinhilber Swanson LLP as counsel.
E&M CLEANING: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: E&M Cleaning, Inc.
7002 Beaver Dam Rd., Ste. D
Levittown, PA 19057-4931
Business Description: E&M Cleaning, Inc. --
https://www.maids.com/224 -- provides
house cleaning services in Lower Bucks
County, Pennsylvania. The Company offers
recurring cleaning services, one-time
cleaning services, spring or fall cleaning
services, same-day cleaning services, and
moving services.
Chapter 11 Petition Date: July 9, 2019
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Case No.: 19-14348
Judge: Hon. Magdeline D. Coleman
Debtor's Counsel: John A. Gagliardi, Esq.
WETZEL GAGLIARDI FETTER & LAVIN LLC
101 E. Evans Street
Walnut Building - Suite A
West Chester, PA 19380
Tel: (484) 887-0779
Fax: (484) 887-8763
E-mail: jgagliardi@wgflaw.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Warren J. Uzialko, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/paeb19-14348.pdf
E.W. SCRIPPS: Moody's Rates $400MM Unsec. Notes 'B3'
----------------------------------------------------
Moody's Investors Service affirmed Scripps (E.W.) Company (The)'s
B1 corporate family rating and B1-PD probability of default rating.
Concurrently, Moody's upgraded the rating on the company's senior
secured bank credit facility to Ba2 from Ba3 and affirmed the B3
rating on the company's senior unsecured notes. Moody's also
assigned a B3 rating to the company's proposed $400 million of
unsecured notes due 2027 which will be escrowed until closing of
the acquisition of stations being divested as part of the Nexstar
Broadcasting, Inc. (B1 stable) acquisition of Tribune Media Company
(B1 stable). The SGL-2 speculative grade liquidity rating has been
affirmed. The outlook remains stable.
Affirmations:
Issuer: Scripps (E.W.) Company (The)
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-2
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
Assignments:
Issuer: Scripps (E.W.) Company (The)
Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)
Upgrades:
Issuer: Scripps (E.W.) Company (The)
Senior Secured 1st lien Term Loan, Upgraded to Ba2 (LGD2) from Ba3
(LGD3)
Senior Secured Revolving Credit Facility, Upgraded to Ba2 (LGD2)
from Ba3 (LGD3)
Senior Secured Term Loan B, Upgraded to Ba2 (LGD2) from Ba3
(LGD3)
Outlook Actions:
Issuer: Scripps (E.W.) Company (The)
Outlook, Remains Stable
RATINGS RATIONALE
Scripp's B1 CFR continues to reflect the company's (1) very
high-margin retransmission fees (around 25% of revenue in 2018)
which Moody's expects to grow at around 20% in the coming years;
(2) strong local news programming and audience share as well as the
enhanced reach brought by the Cordillera acquisition and the
acquisition from Nexstar; (3) good free cash flow generation with
Moody's adjusted FCF of around $80 million in 2018.
The B1 CFR also reflects (1) the high leverage of the company which
Moody's expects to remain above 5x through 2020 (on a two-year
average and Moody's adjusted basis); (2) the high exposure (c.46%)
of the company's revenue to the TV advertising market which is
under pressure due to digital displacement as well as weaker
overall ad spend in key verticals (e.g. auto); (3) the need for
continued investment in Scripps national segment which generates
low margins.
The upgrade of the company's senior secured facilities to Ba2 from
Ba3 reflects the additional amount of debt ranking at a lower
priority claim to these facilities following the new notes'
issuance.
OUTLOOK
The stable outlook reflects the strong fundamentals of the US local
broadcasting industry with increasing retransmission fees making up
for softness in the advertising market. This is in particular true
for Scripps which will benefit from a boost in retransmission
revenues once its contract with Comcast Corporation (A3 stable)
starts generating revenue in 2020. The stable outlook also reflects
its expectation of high political advertising spending in 2020
which, along with debt repayments, should help leverage decline to
around 5.25x (on a two-year average and Moody's adjusted basis).
Scripps has a good liquidity profile supported by positive free
cash flow generation ($88 million Moody's adjusted FCF in 2018).
Moody's expects a tightening of the covenant headroom as the
covenant levels step down in line with the most recent amendment to
the facilities agreement. Furthermore, there is limited alternate
liquidity given the current capital structure which is mostly
secured.
Upward pressure on the ratings could occur should leverage (on a
two-year average and Moody's adjusted basis) decline towards 4.25x
on a sustainable basis.
Downward pressure on the ratings could occur should leverage (on a
two-year average and Moody's adjusted basis) be sustained above
5.25x in 2020.
The B1-PD probability of default rating reflects its assumptions of
a 50% recovery rate as is customary for capital structures made up
of both secured and unsecured bank debt.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Headquartered in Cincinnati, OH and founded in 1878, Scripps (E.W.)
Company (The) is one of the largest pure-play television
broadcasters based on US household coverage (21% incl. Cordillera's
stations). Broadcasting operations, following the Cordillera and
Nexstar/Tribune acquisitions, will consist of 59 television
stations in 42 markets. The company's operations also include a
collection of national journalism and content businesses, including
Newsy, the next-generation national news network; podcast industry
leader Stitcher and its advertising network Midroll Media; and
fast-growing national broadcast networks Bounce, Grit, Escape and
Laff, and Triton, the global leader in digital audio technology and
measurement services. The company is publicly traded with the
Scripps family controlling effectively all voting rights (93%) and
an estimated 28% economic interest with remaining shares being
widely held. The company generated approximately $1.2 billion in
revenue as of the last twelve months ended in March 31, 2019.
FARNAN INC: Court Schedules Cramdown Hearing for July 25
--------------------------------------------------------
On July 1, after hearing held on the confirmation of the Farnan,
Inc.'s Chapter 11 Plan dated September 28, 2018, and the Debtor
having requested a "cramdown" hearing pursuant to Section 1129(b)
of the Bankruptcy Code as the Debtor believes that confirmation of
the Plan is in the best interest of Creditors and the Estate,
regardless of the balloting of the Plan, which failed to support
plan acceptance permitting confirmation pursuant to Section
1126(c).
Accordingly, the Disclosure Statement explaining the Chapter 11 of
the Debtor is finally approved.
A Cramdown Hearing is scheduled for July 25, 2019, at 10:30 A.M. in
Courtroom B, 54th Floor, U.S. Steel Tower, 600 Grant Street,
Pittsburgh, Pennsylvania 15219.
On or before July 18, 2019, any Creditor or other Party in Interest
must file its Objection to plan confirmation.
About Farnan Inc.
Farnan Inc., operator of a bar and restaurant known as the Village
Inn, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
18-20378) on Feb. 1, 2018. At the time of the filing, the Debtor
estimated assets and liabilities of less than $500,000. Judge
Carlota M. Bohm presides over the case. Christopher M. Frye, Esq.,
at Steidl & Steinberg, serves as the Debtor's counsel. No official
committee of unsecured creditors has been appointed in the Chapter
11 case.
FAYETTE MEMORIAL: $13M Sale of Assets to Reid Hospital Approved
---------------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Fayette Memorial Hospital
Association, Inc.'s sale of assets to Reid Hospital & Healthcare
Services, Inc. for $12.75 million, and payment of $250,000 of the
costs incurred by the Debtor to comply with the provisions of
Section 351 of the Bankruptcy Code with regard to its patient's
record.
The Court conducted a hearing on the Motion was conducted on May
13, 2019 and a continued hearing on May 15, 2019.
Among the assets acquired by Reid are: (a) the real property and
improvements comprising the hospital located at 1941 Virginia,
Connersville, Indiana 47331; (b) all other real property and
improvements owned by the Debtor with the exception of 3 excluded
parcels commonly known as: 613 W. 35th Street, 2140 Indiana Ave.,
and 3135 Virginia Ave. (all in Connersville, Indiana); and (c) the
equipment and inventory owned by the Debtor and used in the
operation of the acquired real property and improvements. The Reid
Bid also contemplates that certain contractual rights of the Debtor
will be assumed and assigned to Reid as part of the sale
transaction.
In accordance with the Bid Procedures, the cash component of the
Reid Bid was allocated between the hospital assets and equipment
located at 1941 Virginia Avenue, Connersville, Indian and the other
non-hospital real property and equipment being acquired by Reid as
follows: (1) 62% or $7,905,000 allocated to the Hospital Property;
and (2) 38% or $4,845,000 to the Non-Hospital Property.
This Bid Allocation is binding on all parties in interest for all
bankruptcy purposes. The specific allocation of the cash payment
for tax purposes only will be determined prior to closing in
accordance with the terms of the Reid APA.
The Debtor will be authorized and directed to fully perform all
terms and conditions of the Reid APA, together with all additional
instruments and documents which may be reasonably necessary,
convenient or desirable in performing under the Reid APA, and to
take any and all further actions (including any prorations,
adjustments, payment of closing costs, and the like provided for in
the Reid APA) as may be necessary or appropriate in performing the
obligations as contemplated by the Reid APA, subject to the terms
of the Cash Collateral Order, 1st DIP Order, and the 2nd DIP
Order.
The sale is free and clear of any and all Claims, with such Claims
attaching to the sale proceeds from the sale of the applicable Reid
Sale Assets.
The Order is a final order (as opposed to an interlocutory order)
and is enforceable upon entry. As no unresolved objections to the
Sale Motion remained at the time of the hearing on the Sale Motion,
the Court orders that the 14-day automatic stay imposed by
Bankruptcy Rules 6004(h) does not apply. Accordingly, the Order is
subject to immediate execution and fulfillment by the Debtor and
Reid.
Notwithstanding anything in Bankruptcy Rule 6004, each provision of
the Order will be effective immediately upon its entry by the Court
unless a particular provision of the Order specifically provides
otherwise.
A copy of the Reid APA attached to the Order is available for free
at:
http://bankrupt.com/misc/Fayette_Memorial_468_Order.pdf
About Fayette Memorial Hospital Association
Founded in 1913, Fayette Memorial Hospital Association, Inc. --
https://www.fayetteregional.org/ -- is a multi-faceted health care
organization in Connersville, Indiana. It offers ambulatory care,
cancer care, care pavilion, dermatology, diagnostic imaging,
emergency care, express care, facial and cosmetic procedures,
hospice care, laboratory services, pediatrics, physical therapy and
rehabilitation, among other services.
Fayette Memorial Hospital Association sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
18-07762) on Oct. 10, 2018. In the petition signed by CEO Randall
White, the Debtor estimated assets of $10 million to $50 million
and liabilities of $10 million to $50 million. The case is
assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz
Maddox Dickens PLC as its legal counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee tapped Fox Rothschild LLP as
its legal counsel.
FLOORS TODAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Floors Today, LLC
dba Big Bob's Flooring Outlet
dba Big Bob's Floors & Kitchens Today
dba Floors & Kitchens Today
470 Southbridge Street
Auburn, MA 01501
Business Description: Floors Today, LLC --
https://www.floorsandkitchenstoday.com/ --
owns and operates flooring stores offering
carpets, tiles, woods, waterproof floors,
laminates, area rugs and more. The Company
also retails bathroom and kitchen furniture
including cabinetry, countertops, and
interior products. The Company has
locations in the Greater Boston, Providence,
and Worcester areas.
Chapter 11 Petition Date: July 7, 2019
Court: United States Bankruptcy Court
District of Massachusetts (Worcester)
Case No.: 19-41126
Judge: Hon. Elizabeth D. Katz
Debtor's Counsel: Donald Ethan Jeffery, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
One Beacon Street, 21st Floor
Boston, MA 02108
Tel: (617) 423-0400
Fax: 617-556-8985
E-mail: dej@murphyking.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Vincent Virga, managing partner.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mab19-41126_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mab19-41126.pdf
GAUCHO GROUP: All Five Proposals Approved at Annual Meeting
-----------------------------------------------------------
Gaucho Group Holdings, Inc., convened its 2019 Annual Stockholder
Meeting on July 8, 2019 at which the stockholders:
(1) elected Steven A. Moel, Peter J.L. Lawrence, and Scott L.
Mathis as directors to serve until their respective
successors are elected and qualified;
(2) approved an amendment to the Company's bylaws to implement
a staggered Board structure whereby the Board of Directors
will be divided into three classes, as nearly equal in
number as possible, designated: Class I, Class II and
Class III. Therefore, Dr. Moel was elected as a Class I
director to serve for an initial term expiring at the
Company's 2020 annual meeting of stockholders; Mr.
Lawrence was elected as a Class II director to serve for
an initial term expiring at the Company's 2021 annual
meeting of stockholders; and Mr. Mathis was elected as a
Class III director to serve for an initial term expiring
at the Company's 2022 annual meeting of stockholders;
(3) approved a reverse stock split of the outstanding shares
of common stock in a range from one-for-two up to one-for-
twenty-five, or anywhere between, to be implemented at the
discretion of the Board if necessary to effect a listing
of the Company's common stock on the Nasdaq;
(4) approved an amendment to the Company's 2018 Equity
Incentive Plan to increase the number of shares available
for awards under the plan; and
(5) ratified and approved Marcum, LLP as the Company's
independent registered accounting firm for the year ended
Dec. 31, 2019.
Julian Beale did not stand for re-election as a member of the
Company's Board of Directors.
Unregistered Sales of Equity Securities
As disclosed previously in Gaucho Group's Quarterly Report on Form
10-Q for the quarter ended March 31, 2019, the Company's
subsidiary, Gaucho Group, Inc. sold convertible promissory notes in
the total amount of $2,266,800 to accredited investors. The
maturity date of the notes was March 31, 2019, and at the option of
the holder, the principal amount of the note plus accrued interest
could be converted into GG common stock at a 20% discount to the
share price in a future offering of common stock by GG. On April
14, 2019, GG Notes representing $1,951,300 of principal and $51,160
of interest converted into 5,006,151 shares of GG common stock.
The remaining GG Notes representing $315,500 of principal and
$9,176 of interest as of April 15, 2019 are due and outstanding.
For this issuance of securities, no general solicitation was used
and GG relied on the exemption from registration available under
Section 4(a)(2) and Rule 506(b) of Regulation D promulgated under
the Securities Act with respect to transactions by an issuer not
involving any public offering. A Form D was filed with the
Securities and Exchange Commission on Sept. 18, 2018, an amended
Form D was filed on Nov. 20, 2018, and amended Form D was filed on
Dec. 10, 2018, an amended Form D was filed on Jan. 17, 2019, an
amended Form D was filed on Feb. 8, 2019, and another amended Form
D was filed on Feb. 21, 2019.
Between June 4, 2019 and July 2, 2019, Gaucho Group Holdings, Inc.
sold 2,212,143 shares of its common stock to accredited investors
for total gross proceeds of $774,250. No general solicitation was
used, no commissions were paid, and the Company relied on the
exemption from registration available under Section 4(a)(2) and
Rule 506(b) of Regulation D of the Securities Act of 1933, as
amended, in connection with the sales. A Form D was filed with the
SEC on April 22, 2019, an amended Form D was filed on May 6, 2019,
and an amended Form D was filed on May 31, 2019.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com/-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss attributable to common
stockholders of $6.40 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to common stockholders of $8.25
million for the year ended Dec. 31, 2017. As of March 31, 2019,
Gaucho Group had $6.25 million in total assets, $7.61 million in
total liabilities, $9.02 million in series B convertible redeemable
preferred stock, and a total stockholders' deficiency of $10.38
million.
Marcum LLP, in New York, the Company's auditor since 2013, issued a
"going concern" qualification in its report dated April 1, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, citing that the Company has 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.
GIGA WATT: Trustee Taps Dwyer Pemberton & Coulson as Accountant
---------------------------------------------------------------
Mark Waldron, the Chapter 11 trustee for Giga Watt Inc., seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of Washington to retain Dwyer Pemberton & Coulson as accountants.
DP&C will provide financial analysis, forensic investigation,
reports and prepare tax returns.
DP&C's hourly rates are:
Roger C. Lilley, CPA $320
Michael Anthony, CPA $275
Bryce Comfort, CPA $240
Eric Swanson, CPA $195
Kristin Kiehl $150
Joni Larson $90
Jacquiline Leleisiuao $90
DP&C is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Roger C. Lilley, CPA
Dwyer Pemberton & Coulson
1940 East D Street Suite 200
Tacoma, WA 98421
Phone: (253) 572-9922
Fax: (253) 572-1447
About Giga Watt Inc.
Giga Watt Inc., a cryptocurrency mining services provider based in
East Wenatchee, Washington, filed for Chapter 11 protection (Bankr.
E.D. Wash. Case No. 18-03197) on Nov. 19, 2018. In the petition
signed by Andrey Kuzenny, secretary, the Debtor estimated up to
$50,000 in assets and $10 million to $50 million in liabilities.
The case is assigned to Judge Frederick P. Corbit.
Winston & Cashatt, Lawyers, led by shareholder Timothy R. Fischer,
is the Debtor's counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Dec. 19, 2018. The committee tapped DBS Law
as its legal counsel.
On Jan. 23, 2019, the court approved the appointment of Mark D.
Waldron as the Chapter 11 trustee for the Debtor's estate. The
Trustee is represented by CKR Law LLP.
GIGA WATT: Trustee Taps Potomac Law as General Bankruptcy Counsel
-----------------------------------------------------------------
Mark Waldron, the Chapter 11 trustee for Giga Watt Inc., seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of Washington to retain Potomac Law Group as general bankruptcy
counsel to the Trustee.
Pamela M. Egan, lead counsel at CKR Law LLP, has moved to PLG. PLG
has experience and skilled attorneys, including litigation counsel
, who can assist Ms. Egan.
PLG will render advice regarding all aspect of the bankruptcy case,
including asset disposition, plan formulation, claims resolution,
and litigation.
PLG's hourly rates are:
Ms. Egan $495
Attorneys $450
Paralegals $180
PLC is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code, as stated in the court
filing.
The counsel can be reached through:
Pamela M. Egan, Esq.
Potomac Law Group, PLLC
1300 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004
Tel: (202) 204 3005
Fax: (202) 318 7707
Email: pegan@potomaclaw.com
About Giga Watt Inc.
Giga Watt Inc., a cryptocurrency mining services provider based in
East Wenatchee, Washington, filed for Chapter 11 protection (Bankr.
E.D. Wash. Case No. 18-03197) on Nov. 19, 2018. In the petition
signed by Andrey Kuzenny, secretary, the Debtor estimated up to
$50,000 in assets and $10 million to $50 million in liabilities.
The case is assigned to Judge Frederick P. Corbit.
Winston & Cashatt, Lawyers, led by shareholder Timothy R. Fischer,
is the Debtor's counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Dec. 19, 2018. The committee tapped DBS Law
as its legal counsel.
On Jan. 23, 2019, the court approved the appointment of Mark D.
Waldron as the Chapter 11 trustee for the Debtor's estate. The
Trustee is represented by CKR Law LLP.
GOBP HOLDINGS: Moody's Raises CFR to B2 & Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
probability of default rating of GOBP Holdings, Inc. to B2 and
B2-PD from B3 and B3-PD respectively. Moody's also affirmed the B2
rating of the company's senior secured first lien term loan and
senior secured revolving credit facility. Additionally, Moody's
assigned the company a Speculative Grade Liquidity rating of SGL-2
indicating that the company's liquidity is good as it will generate
positive free cash flow for the next 12 months, will have ample
availability under its revolving credit facility and has no near
term debt maturities. The outlook was changed to positive from
stable.
"The approximately $400 million debt reduction through proceeds of
the company's successful IPO will substantially improve the
company's credit metrics", Moody's Vice President Mickey Chadha
stated. "The IPO also reduces the financial policy risk as the
company has stated its intent to keep a conservative capital
structure with no intention to pursue further re-leveraging
transactions and the operating performance of the company continues
to be strong with further room for growth, hence the positive
outlook", Chadha further stated.
Upgrades:
Issuer: GOBP Holdings, Inc.
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Corporate Family Rating, Upgraded to B2 from B3
Assignments:
Issuer: GOBP Holdings, Inc.
Speculative Grade Liquidity Rating, Assigned SGL-2
Outlook Actions:
Issuer: GOBP Holdings, Inc.
Outlook, Changed To Positive From Stable
Affirmations:
Issuer: GOBP Holdings, Inc.
Gtd Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Gtd Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2
(LGD3)
Withdrawals:
Issuer: GOBP Holdings, Inc.
Gtd Senior Secured 2nd Lien Term Loan, Withdrawn , previously rated
Caa2 (LGD5)
RATINGS RATIONALE
Grocery Outlet's credit profile (B2 positive) reflects its small
scale in terms of revenue and EBITDA and low barriers to entry.
Proforma for the debt reduction from the IPO proceeds Moody's
estimates LTM March 31, 2019 debt/EBITDA including lease
adjustments improved to about 5.8x from about 7.6x pre-IPO level.
Although this reduction in leverage is substantial, the leverage is
still high. Moody's expects leverage to decline further to about
5.3x over the next 12-18 months as management's focus on sharpening
its customer value proposition and competitive price positioning
accompanied by new store growth has resulted in consistent same
store sales and EBITDA growth in the last several years and is
expected to continue. Gross margins have been relatively stable
despite competitive pressures as inventory management has been
improving, sales of higher margin natural, organic and specialty
products have increased and management continues to make
opportunistic inventory purchases at attractive prices. Positive
rating factors include Grocery Outlet's attractive market niche, a
solid track record of organic and new store growth and a good
liquidity profile.
The positive outlook reflects Moody's expectation that the
company's operating performance and credit metrics will continue to
improve due to increased profitability driven by organic and new
store growth and liquidity will remain good.
An upgrade would require stability in margins, consistent same
store sales growth, and a material improvement in credit metrics
while maintaining good liquidity. Quantitatively, ratings could be
upgraded if EBIT/interest is sustained above 2.0x and debt/EBITDA
is sustained around 5.0x.
Ratings could be downgraded if same store sales and profitability
demonstrate a declining trend, financial policies become aggressive
or if liquidity materially deteriorates. Quantitatively ratings
could be downgraded if EBIT/interest is sustained below 1.5 times
or if debt/EBITDA is approaching 6.25x.
Grocery Outlet Inc. headquartered in Emeryville, CA is an
extreme-value retailer of food, beverages, and consumer goods. The
company operate 323 stores in five western states (CA, OR, WA, ID,
and NV) as well as Pennsylvania. The company is majority owned by
Hellman & Friedman LLC. Revenues for the last twelve months ended
March 31, 2019 were approximately $2.3 billion.
GREEN PHARMACEUTICALS: Aug. 14 Hearing on Disclosure Statement
--------------------------------------------------------------
The hearing on the adequacy of the Disclosure Statement explaining
the Chapter 11 Plan of Green Pharmaceuticals, Inc., will be held on
August 14, 2019 at 1:00 pm, in Courtroom 201 1415 State Street
Santa Barbara, CA 93101. Objections to the disclosure statement
must be filed and served not less than 14 days before the hearing.
Class 3 General unsecured claims are impaired and will recive a
monthly payment of $1,000 per month from months 7 to 12 and $3,000
per month from months 13 to 60.
Class 1 Secured claim of Name = FC Marketplace (lender in senior
position) are impaired and will receive a monthly payment of $1,800
per month from months 7 to 12; $2,000 per month from months 13 to
36; and $2,833 per month from months 37 to 60.
The Plan will be funded by the Debtor's business operation. The
Debtor anticipates having monies of $25,000 on hand at the Plan's
Effective Date from ongoing operations.
A full-text copy of the Disclosure Statement dated July 1, 2019, is
available at https://tinyurl.com/y3zgdra2 from PacerMonitor.com at
no charge.
Attorneys for the Debtor is Steven R. Fox, Esq., and W. Sloan
Youkstetter, Esq., at The Fox Law Corporation, Inc., in Encino,
California.
About Green Pharmaceuticals
Green Pharmaceuticals, Inc. -- https://www.snorestop.com/ -- is a
privately held company in Camarillo, California offering its
flagship brand SnoreStop, an easy-to-use sprays and tablets that
help people to experience a good night's sleep. SnoreStop the only
medically proven over-the-counter natural solution to snoring that
is not a device.
Green Pharmaceuticals, based in Camarillo, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-12087) on Dec. 19, 2018. In
the petition signed by Dominique De Rivel, president and CEO, the
Debtor disclosed $380,735 in assets and $3,951,007 in liabilities.
The Hon. Deborah J. Saltzman oversees the case. Steven R. Fox,
Esq., at The Fox Law Corporation, Inc., serves as bankruptcy
counsel.
HOLLANDER SLEEP: Committee Taps Alvarez & Marsal as Fin. Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hollander Sleep
Products, LLC, seeks authority from the U.S. Bankruptcy Court for
the Southern District of New York to retain Alvarez & Marsal North
America, LLC as financial advisor to the Committee, effective as of
May 30, 2019.
The Committee requires A&M to:
(a) assist in the assessment and monitoring of cash flow
budgets, liquidity and operating results;
(b) assist in the review of Court disclosures, including the
Schedules of Assets and Liabilities, the Statements of Financial
Affairs, Monthly Operating Reports, and Periodic Reports;
(c) assist in the review of the Debtors' cost/benefit
evaluations with respect to the assumption or rejection of
executory contracts and/or unexpired leases;
(d) assist in the analysis of any assets and liabilities and
any proposed transactions for which Court approval is sought;
(e) assist in the review of the Debtors' proposed key employee
retention plan and key employee incentive plan;
(f) attend meetings with the Debtors, the Debtors' lenders and
creditors, potential investors, the Committee and any other
official committees organized in these chapter 11 cases, the U.S.
Trustee, other parties in interest, and professionals hired by the
same, as requested;
(g) assist in the review of any tax issues;
(h) assist in the investigation and pursuit of avoidance
actions;
(i) assist in the review of the claims reconciliation and
estimation process;
(j) assist in the review of the Debtors' business plan;
(k) assist in the review of the sales or dispositions of the
Debtors' assets, including allocation of sale proceeds;
(l) monitor other insolvency proceedings in other
jurisdictions related to the Debtors and their subsidiaries;
(m) assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan in these chapter
11 cases; and
(n) render such other general business consulting or such
other assistance as the Committee or its counsel may deem
necessary, consistent with the role of a financial advisor and not
duplicative of services provided by other
professionals in these chapter 11 cases.
A&M will be paid at the following hourly rates:
Managing Directors $875-$1,100
Directors $675-$850
Associates $525-$650
Analysts $400-$475
A&M will be reimbursed for reasonable expenses incurred in
connection with this engagement such as travel, lodging, third
party duplication, messenger and telephone charges; reasonable
expenses include any reasonable legal fees incurred for A&M's
defense of its retention application and fee applications submitted
in these chapter 11 cases, subject to Court approval.
Mark Greenberg, Managing Director with Alvarez & Marsal North
America, LLC, assures the court that A&M A&M does not represent any
other entity having an interest adverse to the Committee in
connection with this case.
The firm can reached through:
Mark Greenberg, Esq.
Alvarez & Marsal North America, LLC
2100 Ross Avenue, 21st Floor
Dallas, TX 75201
Tel: +1 214 438 8481 / +1 214 438 1000
Fax: +1 214 438 1001
Email: mgreenberg@alvarezandmarsal.com
About Hollander Sleep Products
Founded in 1953 and headquartered in Boca Raton, Florida, Hollander
Sleep Products, LLC -- https://www.hollander.com/ -- designs,
manufactures, and markets utility bedding products that it sells to
a variety of prominent retailers, distributors, and hotels.
Hollander supplies bed, pillow, and mattress pad under owned and
licensed brands which include I AM, Pacific Coast Feather, Live
Comfortably, Great Sleep, Restful Nights, Beautyrest, Ralph Lauren,
Chaps, and Calvin Klein.
Hollander employs approximately 2,370 people in the United States
and Canada.
Hollander Sleep Products and its six affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 19-11608) on May 19,
2019.
Hollander estimated $100 million to $500 million in assets and the
same range of liabilities.
The Debtors tapped Kirkland & Ellis LLP as counsel; Proskauer Rose
LLP as conflicts counsel; Carl Marks Advisory Group LLC as interim
management services provider; Houlihan Lokey Capital, Inc.;
Houlihan Lokey Capital, Inc., as investment banker; and Omni
Management Group as claims agent.
HOLLANDER SLEEP: Committee Taps Pachulski Stang Ziehl as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hollander Sleep
Products, LLC, and its debtor affiliates, seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
retain Pachulski Stang Ziehl & Jones LLP as counsel to the
Committee in connection with the Debtors’ jointly administered
chapter 11 cases, nunc pro tunc to May 30, 2019.
The Committee requires Pachulski Stang to:
a. assist, advise and represent the Committee in its
consultations with the Debtors regarding the administration of
these Cases;
b. assist, advise and represent the Committee in analyzing the
Debtors' assets and liabilities, investigating the extent and
validity of liens and participating in and reviewing any proposed
asset sales, any asset dispositions, financing arrangements and
cash collateral stipulations or proceedings;
c. assist, advise and represent the Committee in any manner
relevant to reviewing and determining the Debtors' rights and
obligations under leases and other executory contracts;
d. assist, advise and represent the Committee in investigating
the acts, conduct, assets, liabilities and financial condition of
the Debtors, the Debtors' operations and the desirability of the
continuance of any portion of those operations, and any other
matters relevant to the Cases or to the formulation of a plan;
e. assist, advise and represent the Committee in its
participation in the negotiation, formulation, or objection to any
plan of liquidation or reorganization;
f. advise the Committee on the issues concerning the
appointment of a trustee or examiner under section 1104 of the
Bankruptcy Code;
g. assist, advise and represent the Committee in understanding
its powers and its duties under the Bankruptcy Code and the
Bankruptcy Rules and in performing other services as are in the
interests of those represented by the Committee;
h. assist, advise and represent the Committee in the
evaluation of claims and on any litigation matters, including
avoidance actions and claims against directors and officers and any
other party; and
i. provide such other services to the Committee as may be
necessary in these Cases.
Pachulski Stang will be paid at these hourly rates:
Partners $725 to $1,395
Counsel $650 to $1,095
Associates $575 to $695
Paralegals $375 to $395
Pachulski Stang will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert J. Feinstein, partner with the law firm of Pachulski Stang
Ziehl & Jones LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Feinstein disclosed in court filings that his firm has not agreed
to a variation of its standard or
customary billing arrangements, and that no Pachulski professional
has varied his rate based on the geographic location of the
Debtors' bankruptcy cases.
As Committee counsel, PSZJ anticipates that the budget for
Committee professionals will be governed by the terms of the order
that may be entered approving the Debtors' motions for use of cash
collateral and DIP financing, Mr. Feinstein added.
The counsel can be reached through:
Robert J. Feinstein, Esq.
Bradford J. Sandler, Esq.
Steven W. Golden, Esq.
Pachulski Stang Ziehl & Jones LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Telephone: (212) 561-7700
Facsimile: (212) 561-7777
Email: rfeinstein@pszjlaw.com
bsandler@pszjlaw.com
sgolden@pszjlaw.com
About Hollander Sleep Products
Founded in 1953 and headquartered in Boca Raton, Florida, Hollander
Sleep Products, LLC -- https://www.hollander.com/ -- designs,
manufactures, and markets utility bedding products that it sells to
a variety of prominent retailers, distributors, and hotels.
Hollander supplies bed, pillow, and mattress pad under owned and
licensed brands which include I AM, Pacific Coast Feather, Live
Comfortably, Great Sleep, Restful Nights, Beautyrest, Ralph Lauren,
Chaps, and Calvin Klein.
Hollander employs approximately 2,370 people in the United States
and Canada.
Hollander Sleep Products and its six affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 19-11608) on May 19,
2019.
Hollander estimated $100 million to $500 million in assets and the
same range of liabilities.
The Debtors tapped Kirkland & Ellis LLP as counsel; Proskauer Rose
LLP as conflicts counsel; Carl Marks Advisory Group LLC as interim
management services provider; Houlihan Lokey Capital, Inc.;
Houlihan Lokey Capital, Inc., as investment banker; and Omni
Management Group as claims agent.
HOSPITALITY INTEGRATED: Files Amendment to Plan and Disclosures
---------------------------------------------------------------
Hospitality Integrated Services, Inc., filed an amended to its
disclosure statement and proposed chapter 11 plan.
The amendments are as follows:
Nissan Motor Acceptance Corp. has a secured claim for $59,000 with
a co-Debtor, Daniel Taft, Sr. for a 2017 Nissan Titan pickup. Taft
is paying the secured claim in full outside of the plan as stated
in the disclosure statement.
Nissan Motor also has a secured claim for $18,000 with a co-Debtor,
Daniel Taft, Sr. for a 2017 Nissan NV200 van. Taft is paying the
secured claim in full outside of the plan as stated in the
disclosure statement.
The first payment due under the plan is due on Oct. 15, 2019, to be
paid directly or through a payment agent. The monthly plan payment
amount will be $4,000 per month and will increase as necessary over
the life of the plan to ensure payment of all allowed claims. The
estimated term of the plan is 104 months.
A copy of the Amendment is available at
https://tinyurl.com/y4otj5pf from Pacermonitor.com at no charge.
About Hospitality Integrated Services
Hospitality Integrated Services, Inc., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 18-08776) on July 24, 2018. In the
petition signed by Daniel Taft, Sr., president and CEO, the Debtor
estimated assets and liabilities of at least $50,000. The Debtor
is represented by Douglas B. Price, Esq., of the Law Offices of
Douglas B. Price, P.C.
HUGHES SATELLITE: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service upgraded Hughes Satellite Systems
Corporation's corporate family rating to Ba3 from B1. At the same
time, the company's probability of default rating was upgraded to
Ba3-PD from B1-PD, its senior secured rating was upgraded to Ba1
from Ba2, and its senior unsecured notes rating was upgraded to B2
from B3. Hughes' speculative grade liquidity rating was affirmed at
SGL-1 (very good) and the outlook was changed to stable from
positive.
"We upgraded Hughes' ratings because the company's business profile
is gradually strengthening, we expect very good liquidity to be
maintained, and leverage of debt-to-EBITDA to trend towards 3x
through 2020," said Bill Wolfe, a senior vice president at
Moody's.
The following summarizes Moody's ratings and the rating actions for
Hughes:
Issuer: Hughes Satellite Systems Corporation
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Senior Secured Global Notes, Upgraded to Ba1 (LGD2) from Ba2
(LGD2)
Senior Unsecured Global Notes, Upgraded to B2 (LGD4) from B3
(LGD5)
Speculative Grade Liquidity Rating, Affirmed at SGL-1
Outlook, Changed to Stable from Positive
RATINGS RATIONALE
Hughes Satellite Systems Corporation's Ba3 CFR is supported by
expected debt/EBITDA leverage of about 3x by 2020 (~3.8x estimated
pro forma at 31Mar19), the significant growth potential of the
company's satellite broadband business, the financial flexibility
and liquidity benefits afforded by a significant ~$2.5 billion cash
position, and solid technical positioning in the rapidly evolving
satellite telecommunications networks sector. Hughes' rating is
constrained by significantly evolving satellite services industry
fundamentals with impending competition from LEO (low-earth orbit)
constellations and production of ultra-high throughput internet
GEOs (geostationary earth orbit) by competitors, which create
execution and monetization risks given the variety of competing
technology alternatives, heightened M&A-related event risks which
may impact Hughes' large cash balance, small scale, and opaque
strategy/objectives/reporting and periodic transactions with the
Dish group of sister companies.
Hughes has very good liquidity (SGL-1) based on free cash flow of
about $100 million/year (depending upon capital expenditure
levels), and a large available cash balance of about $2.5 billion
(31Mar19). Hughes maintains a large cash balance in lieu of a third
part bank credit facility; the company has no financial covenant
compliance issues to manage.
The company's next significant debt maturity is June 2021 when a
$900 million senior unsecured notes issue comes due. In conjunction
with the recent maturity of a similarly sized unsecured notes
issue, there is the possibility of Hughes entire debt structure
being comprised of secured notes. Since, at that juncture, there
would be no loss-absorbing unsecured debt, the senior notes would
likely be rated at the same level as the company's CFR.
Accordingly, Moody's has opted to override the signal from its loss
given default methodology, and maintained the pre-existing notching
regime relative to the CFR.
The outlook is stable based on expectations of Hughes maintain a
stable business model and strong liquidity, and leverage of
debt/EBITDA declining to ~3x by the end of 2020 (3.8x at 31Mar19;
estimated pro forma).
What Could Change the Rating - Up
Hughes CFR could be upgraded to Ba2 if Moody's expected:
-- Solid industry fundamentals, positive subscriber and EBITDA
trends, and ample liquidity;
-- The company publicly provided appropriate clarity on business
model and capital structure parameters; and
-- Debt/EBITDA was sustained below ~2.5x (3.8x at 31Mar19;
estimated pro forma)
What Could Change the Rating - Down
Hughes CFR could be downgraded to B1 if Moody's expected:
-- Weak or deteriorating industry fundamentals and subscriber and
EBITDA trends, or weaker or deteriorating liquidity; or
-- The business model changed abruptly; or
-- Debt/EBITDA was expected to be sustained above ~3.5x (3.8x at
31Mar19; estimated pro forma)
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
Based in Englewood, Colorado, Hughes Satellite Systems Corporation
is primarily a satellite-based broadband network service provider,
with three owned satellites and another which is expected to be
launched in 2021 dedicated to this line of business. Measures noted
above are pro forma for a recent transaction in which the majority
of the company's broadcast satellite services operations are
transferred to DISH Network Corporation and its subsidiaries in
exchange for nearly 23 million DISH Class A common shares.
Subsequent to such transaction, Hughes continues to also operate
one additional owned satellite as well as three that are leased.
Hughes is a private, wholly-owned subsidiary of EchoStar
Corporation (EchoStar, not rated), a publicly traded holding
company also based in Englewood, Colorado.
Both EchoStar and Dish are publicly-traded holding companies
controlled by Charles Ergen and certain trusts that Mr. Ergen
sponsors, and each of the companies' credit profiles depends to
varying degrees on the interrelationships of the companies within
the Dish/ EchoStar group.
IDEANOMICS INC: Appoints John Wallace to Board of Directors
-----------------------------------------------------------
John Wallace has been appointed to Ideanomics Inc.'s Board of
Directors effective July 5, 2019. Mr. Wallace will hold this
position until the Company's next annual meeting of stockholders.
"We are very excited to welcome John to our Board of Directors.
John is a seasoned leader with the experience and acumen necessary
for adding tremendous shareholder value," said Dr. Bruno Wu,
chairman of Ideanomics. "Additionally, John's extensive public
company experience will enable him to contribute significantly to
the Ideanomics growth plan."
John is a seasoned executive with experience across a range of
industries. For the majority of his career, John was a senior
executive & officer of the Philadelphia Stock Exchange. John
started at the PHLX in 1964 and became a member of the PHLX in
1971. John served as a member of the PHLX Board of Governors from
1984 until August 2008. During his tenure at the PHLX John held
several senior positions including chairman, vice chairman and
chief executive officer. He traded on all floors of the exchange
in the capacity of a specialist/market maker on the options and
equity floors, and as a floor broker for equities, options, and
currencies. In addition to his service as chairman of the PHLX
Options Committee and member of the PHLX Executive Committee, John
served on virtually every PHLX Committee and chaired the following
PHLX committees: Admissions, Allocation, Arbitration, Elections,
Evaluation and Securities, Finance, Long Range Strategic Planning,
Marketing, New Product Development and Nominating. John also
served as chairman of the Board of the Stock Clearing Corporation
of Philadelphia, Chairman of the Board of the Philadelphia Board of
Trade, Chairman of the Board of the Philadelphia Depository
Corporation and as a board member of the PHLX's technology
subsidiary, and Advanced Tech Source Company. Over the course of
his career in the securities industry, John has also been a member
of the Toronto Stock Exchange, a seat owner of the New York
Mercantile Exchange as well as registered with the National Futures
Association as a floor broker.
Mr. Wallace was the chairman of DBOT and a shareholder of DBOT
until the Company consummated a share exchange with the
shareholders of DBOT in May 2019 pursuant to which (i) the Company
will own approximately 98% of the common stock of DBOT and (ii) Mr.
Wallace will receive common stock of the Company valued at
approximately $675,000 in exchange for Mr. Wallace's DBOT shares.
Effective July 2, 2019, the Board of Directors Ideanomics accepted
the resignations of Richard Frankel and Jin Shi as directors.
Mr. Chao Yang, a current member of the Board, has been appointed to
replace Mr. Shi as Chair of the Company's compensation committee
and as a member of the Company's audit committee.
About Ideanomics
Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a
global fintech advisory and Platform-as-a-Service company.
Ideanomics combines deal origination and enablement with the
application of blockchain and artificial intelligence technologies
as part of the next-generation of financial services. The company
is headquartered in New York, NY, and has offices in Beijing,
China. It also has a planned global center for Technology and
Innovation in West Hartford, CT, named Fintech Village.
Ideanomics reported a net loss of $28.42 million for the year ended
Dec. 31, 2018, compared to a net loss of $10.86 million for the
year ended Dec. 31, 2017. As of March 31, 2019, the Company had
$146.22 million in total assets, $72.26 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $72.69 million in total equity.
B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2018, issued a "going concern" opinion in its report dated
April 1, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company incurred
recurring losses from operations, has net current liabilities and
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
J.L. SMITH ACADEMY: Hires Frank B. Lyon as Attorney
---------------------------------------------------
J.L. Smith Academy Austin, LLC seeks authority from United States
Bankruptcy Court for the Western District of Texas (Austin) to
employ Frank B. Lyon as attorney.
J.L. Smith requires Frank B. Lyon to:
a. give the Debtors legal advice with respect to its powers
and duties as Debtor-in-Possession in the continued operation of
its business and management of its property;
b. advise the Debtors of its responsibilities under the
Bankruptcy Code and assist with such;
c. prepare and file the voluntary petition and other paperwork
necessary to commence the bankruptcy proceeding;
d. assist the Debtors in preparing and filing the required
Schedules, Statement of Affairs, Monthly Financial Reports, the
Initial Debtor Report and other documents required by the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Rules of Court, and the administrative procedures of the
Office of the U.S. Trustee;
e. represent the Debtors in connection with adversary
proceedings and other contested and uncontested matters, both in
the Bankruptcy Court and in other courts of competent jurisdiction,
concerning any and all matters related to the bankruptcy
proceedings and the financial affairs of the Debtors, including,
litigation affecting property of the Estate, suits to avoid or
determine lien rights or other property interests of creditors and
other parties in interest, objections to disputed claims, motions
to assume or reject leases and other executor contracts, motions
for relief from the automatic stay and motions concerning the
discovery of documents and other information related to the
bankruptcy proceedings;
f. represent the Debtors in the negotiation and documentation
of any sales or refinancing of property of the estate, and in
obtaining the necessary approvals of such sales or refinancing by
the Bankruptcy Court; and
g. assist the Debtors in the formulation of a plan of
reorganization and disclosure statement, and take the necessary
steps in the Bankruptcy Court to obtain approval of such disclosure
statement and confirmation of such plan of reorganization.
Frank B. Lyon will be paid at these hourly rates:
Frank B. Lyon $425
Legal Assistants $150
Pre-petition, Andrew Karr, the President and owner of KMA Brokerage
& Development, Inc., the Manager of the Debtor paid Frank B. Lyon
the sum of $5,000.00 of which $2,795.00 went to pre-petition fees
and expenses and $1,717.00 for the Chapter 11 filing fee, resulting
in a retainer of $488.00. Post-petition, the Debtor has paid Mr.
Lyon a $5,000.00 retainer.
Frank B. Lyon will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Frank B. Lyon, partner of the Law Offices of Frank B. Lyon, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Frank B. Lyon can be reached at:
Frank B. Lyon, Esq.
LAW OFFICES OF FRANK B. LYON
3508 Far West Boulevard, Suite 170
Austin, TX 78731
Tel: (512) 345-8964
Fax: (512) 697-0047
E-mail: frank@franklyon.com
About J.L. Smith Academy Austin, LLC
J.L. Smith Academy Austin, LLC owns a private school in Austin,
Texas.
J.L. Smith Academy Austin, LLC, filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code (Bankr. W.D. Tex.
Case No. 19-10681) on May 23, 2019. In the petition signed by
Andrew Karr, president, KMA Brokerage & Dev., Inc. manager, the
Debtor estimated $50,000 to $100,000 in assets and $1 million to
$10 million in liabilities.
Frank B. Lyon, Esq. at Frank B. Lyon -Attornet At Law is the
Debtor's counsel.
KADMON HOLDINGS: Doses First Patient in KD025 Clinical Trial
------------------------------------------------------------
The first patient has been dosed in a Phase 2 clinical trial of
KD025, Kadmon Holdings, Inc.'s ROCK2 inhibitor, in patients with
diffuse cutaneous systemic sclerosis (SSc). SSc is a chronic
immune disorder characterized by fibrosis of the skin and internal
organs, affecting approximately 75,000 to 100,000 people in the
United States.
The double-blind, placebo-controlled Phase 2 study (KD025-209) will
randomize 60 adults with SSc to receive KD025 200 mg QD, KD025 200
mg BID or placebo (20 per arm) for 24 weeks, followed by an
open-label extension period to allow treatment for up to 52 weeks.
The primary endpoint is the Combined Response Index for Systemic
Sclerosis (CRISS) score at 24 weeks. The CRISS score is a measure
of clinical and patient-reported outcomes that conveys the
likelihood that a patient with diffuse cutaneous SSc has improved.
In addition to systemic sclerosis, Kadmon is developing KD025 for
the treatment of chronic graft-versus-host disease (cGVHD), for
which a registration trial is ongoing. Kadmon expects to complete
enrollment and provide guidance on its initial data analysis of the
cGVHD registration trial in the second half of 2019.
"We are pleased to extend our development of KD025 to systemic
sclerosis, a chronic, multi-system disease that is closely related
to cGVHD," said Harlan W. Waksal, M.D., president and CEO at
Kadmon. "Based on encouraging results observed with KD025 in cGVHD
patients, including responses in hard-to-treat fibrotic
manifestations in lung and skin, we believe KD025 is well suited to
treat patients with systemic sclerosis. This new study of KD025
further supports our goal to develop therapies for patients with
serious unmet medical needs, particularly in inflammatory and
fibrotic diseases."
About Kadmon Holdings
Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a fully integrated biopharmaceutical company developing
innovative product candidates for significant unmet medical needs.
The Company's product pipeline is focused on autoimmune,
inflammatory and fibrotic diseases as well as immuno-oncology.
Kadmon reported a net loss attributable to common stockholders of
$56.26 million for the year ended Dec. 31, 2018, compared to a net
loss attributable to common stockholders of $81.69 million for the
year ended Dec. 31, 2017. As of March 31, 2019, Kadmon Holdings
had $198.23 million in total assets, $75.02 million in total
liabilities, and $123.20 million in total stockholders' equity.
BDO USA, LLP, in New York, the Company's auditor since 2010, issued
a "going concern" opinion in its report on the consolidated
financial statements for the year ended Dec. 31, 2018, stating that
the Company has incurred recurring losses from operations and
expects such losses to continue in the future. Additionally, the
Company's debt agreement is subject to covenants that could
accelerate the repayment of that debt if breached. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
LAMBERT'S CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lambert's Construction Company of Bluefield, Inc.
4564 John Nash Blvd
Bluefield, WV 24701
Business Description: Lambert's Construction Company --
http://www.lambertscontracting.com--
is a general contractor in Bluefield, West
Virginia. Its services include masonry,
paving, demolition and excavation,
landscaping, and electrical work. The
Company has been serving the Mercer, Bland,
and Giles counties since 2008.
Chapter 11 Petition Date: July 9, 2019
Court: United States Bankruptcy Court
Southern District of West Virginia (Bluefield)
Case No.: 19-10086
Judge: Hon. Frank W. Volk
Debtor's Counsel: Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
P.O. Box 4427
Charleston, WV 25364-4427
Tel: 304-925-2100
Fax: (304) 925-2193
Email: joecaldwell@frontier.com &
chuckriffee@frontier.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alex Lambert, 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/wvsb19-10086.pdf
LARGO RESOURCES: Moody's Withdraws B2 CFR on Debt Repayment
-----------------------------------------------------------
Moody's Investors Service is withdrawing the credit ratings of
Largo Resources Ltd., including its B2 Corporate Family and stable
outlook following the redemption of its 9.25% Senior Secured Notes
due 2021, which has resulted in the company repaying all its rated
debt.
Withdrawals:
Issuer: Largo Resources Ltd.
Corporate Family Rating, Withdrawn , previously rated B2
Probability of Default Rating, Withdrawn , previously rated B2-PD
Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-2
Senior Secured Regular Bond/Debenture, Withdrawn , previously rated
B2 (LGD3)
Outlook Actions:
Outlook, Withdrawn From Stable
RATINGS RATIONALE
Largo Resources Ltd. is a publicly traded Canadian vanadium mining
company. Its mine, Maracas Menchen, is located in the Bahia state
of Brazil and has been in commercial production since Q4 2015.
Revenue for the year ended December 31, 2018 was $521 million.
LARGO RESOURCES: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings withdrew its 'B-' long-term issuer credit rating
(ICR) on Largo Resources Ltd. at the issuer's request following the
redemption of all of the company's 9.25% senior secured notes
outstanding. At the time of the withdrawal, the outlook was
stable.
LUMEE LLC: Seeks to Hire Lockhart Group as Investment Banker
------------------------------------------------------------
LuMee LLC seeks authority from the United States Bankruptcy Court
for the District of Utah (Salt Lake City) to hire The Lockhart
Group, Inc. as investment banker and advisor in the Debtor's
chapter 11 case.
LuMee requires Lockhart to:
a. provide the formulation of a sales strategy;
b. identify and assess each prospective buyer;
c. analyze and advise Debtor on valuation and pricing;
d. assist in structuring;
e. negotiate and close the transaction;
f. provide assistance and support to the Debtors' other
financial and legal professionals and advisors in connection with
any sale transaction for some or all of the Debtor's assets,
restructuring under the Bankruptcy Code or otherwise, or other
transaction(s);
g. assist the Debtor to evaluate the credit worthiness of
potential qualified bidders;
h. assist the Debtor in determining the highest and best offer
received for its assets and analyze the recoveries generated for
each bid for the Debtor’s stakeholders; and
i. provide the Debtor with other financial restructuring
advice.
The agreed compensations are:
(a) 5% of the first US$1,000,000.00 of the total selling price
or recapitalization value, plus
(b) 4% of the second US$1,000,000.00 of the total selling
price or recapitalization value, plus
(c) 3% of the third US$1,000,000.00 of the total selling price
or recapitalization value, plus
(d) 2% of the fourth US$1,000,000.00 of the total selling
price or recapitalization value, plus
(e) 1% of the amount in excess of US$4,000,000.00 of the total
selling price or recapitalization value.
Lockhart (a) is a "disinterested person" within the meaning of
Bankruptcy Code section 101(14), as modified by Bankruptcy Code
section 1107(b), and (b) does not hold or represent an interest
adverse to the Debtor's estate, as disclosed in the court filing.
The firm can be reached through:
Mark Christopher Lockhart
6880 Sovereign
Dayton, OH 45414
Phone: 937-898-2438
About LuMee LLC
LuMee LLC -- https://www.lumee.com/ -- designs, manufactures, and
sells illuminated smart phone cases and other mobile accesories.
LuMee LLC filed its petition for relief under chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28,
2019. In the petition signed by Angela Shoemake, president and COO,
the Debtor estimated $100,000 to $500,000 in assets and $4.2
million in liabilities. Brian M. Rothschild, Esq. at PARSONS BEHLE
& LATIMER represents the Debtor as counsel.
The case is assigned to Judge William T. Thurman.
LUMEE LLC: to Seeks Hire Parsons Behle & Latimer as Attorney
------------------------------------------------------------
LuMee LLC seeks authority from the United States Bankruptcy Court
for the District of Utah (Salt Lake City) to hire Parsons Behle &
Latimer, as attorney to the Debtor.
LuMee requires Parsons Behle to:
a. advise the Debtor and take all necessary or appropriate
actions at the Debtor's direction with respect to protecting and
preserving the Debtor's estate, including the defense of any
actions commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of objections
to claims filed against the Debtor's estate;
b. draft and develop all necessary or appropriate motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the Debtor's estate on behalf
of the Debtor, as Debtor in possession;
c. take all necessary or appropriate actions in connection
with a plan of reorganization and related disclosure statements and
all related documents, and such further actions as may be required
in connection with the administration of the Debtor's estate;
d. take all necessary or appropriate actions in connection
with the reorganization of the Debtor and its operations and all
related actions and preparing such documentation as is necessary to
accomplish the reorganization of the Debtor; and
e. perform and advise the Debtor as to all other necessary
legal services in connection with the prosecution of the Debtor's
Case.
Parsons Behle will be paid at these hourly rates:
Brian M. Rothschild (Shareholder) $325
Grace S. Pusavat (Associate) $255
Michael R. Brown (Associate) $245
Paralegals $125-$175
Project Assistants $90
Parsons Behle will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brian M. Rothschild, shareholder of Parsons Behle & Latimer,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Parsons Behle can be reached at:
Brian M. Rothschild, Esq.
PARSONS BEHLE & LATIMER
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Tel: (801) 532-1234
Fax: (801) 536-6111
E-mail: brothschild@parsonsbehle.com
About LuMee LLC
LuMee LLC -- https://www.lumee.com/ -- designs, manufactures, and
sells illuminated smart phone cases and other mobile accesories.
LuMee LLC filed its petition for relief under chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28,
2019. In the petition signed by Angela Shoemake, president and COO,
the Debtor estimated $100,000 to $500,000 in assets and $4.2
million in liabilities. Brian M. Rothschild, Esq. at PARSONS BEHLE
& LATIMER represents the Debtor as counsel.
The case is assigned to Judge William T. Thurman.
MANNINGTON MILLS: Moody's Affirms B1 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Mannington Mills, Inc.'s B1
Corporate Family Rating, B1-PD Probability of Default Rating, and
the B1 rating assigned to the company's existing senior secured
term loan maturing 2021. Moody's also assigned a B1 rating to
Mannington's proposed $300.0 million senior secured term loan
maturing 2026, which has similar terms and conditions as the
existing term loan. Proceeds from the proposed term loan will be
used to term-out current revolving credit facility borrowings, pay
off the company's existing term loan, at which time its B1 rating
will be withdrawn, pay related fees and expenses, and to put the
remaining cash on the balance sheet. The outlook is stable.
Mannington's capital structure will consist of a $125.0 million
asset-based revolving credit facility (unrated) expiring 2025
(closing expected at the end of July) and a $300 million senior
secured term loan maturing 2026. The B1 rating assigned to the
senior secured term loan maturing 2026, the same rating as the
Corporate Family Rating, results from its position as the
preponderance of debt in Mannington's capital structure. The term
loan has a first-lien on substantially all noncurrent assets and a
second-lien on assets securing the company's revolving credit
facility (ABL priority collateral). The term loan amortizes 1% per
year with a bullet payment at maturity.
The following ratings/assessments are affected by the action:
Affirmations:
Issuer: Mannington Mills, Inc.
Probability of Default Rating, Affirmed B1-PD
Corporate Family Rating, Affirmed B1
Senior Secured 1st Lien Term Loan, Affirmed B1 (LGD4)
Assignments:
Issuer: Mannington Mills, Inc.
Senior Secured Term Loan B, Assigned B1 (LGD4)
Outlook Actions:
Issuer: Mannington Mills, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Mannington's B1 Corporate Family Rating reflects Moody's
expectations that the company will continue to operate with high
but improving debt leverage. Moody's projects adjusted leverage
will improve to about 4.3x at year-end 2020 from 4.6x projected at
year-end 2019. Improvement will come mainly from earnings growth.
Interest coverage, measured as adjusted EBITA-to-interest expense,
will approach 2.3x over the next 12 to 18 months from 1.8x for the
12 months through June 16, 2019. Adjusted free cash flow-to-debt
will be barely positive over the same time horizon. Mannington's
inability to generate a large amount of free cash flow relative to
its debt burden is an ongoing credit risk, making significant debt
reduction difficult to achieve.
Providing an offset to the high debt leverage are sound
fundamentals for non-residential new construction and repair and
remodeling activity, from which Mannington derives much of its
revenues. The balance of revenue comes from residential repair and
remodeling activity and domestic residential construction; both end
markets support growth as well. Moody's expects the company to
benefit from its solid market position in the manufacturing of
flooring products, such as Luxury Vinyl Tile, within North America.
Mannington is extending its maturity profile with the revolver
being extended by 5 years to 2025 from 2020 and the new term loan
maturing in 2026. This will remove a significant liquidity
constraint and give Mannington financial flexibility to contend
with its leveraged capital structure.
The stable outlook reflects Moody's expectations that Mannington
will follow financial policies, such as debt leverage remaining
below 4.5x, that will remain supportive of the B1 Corporate Family
Rating over the next 12 to 18 months.
The rating could be upgraded if (all ratios include Moody's
standard adjustments):
-- Debt-to-EBITDA is sustained below 3.5x
-- Free cash flow-to-debt approaches 7.5%
-- The liquidity profile is improved
-- Ongoing positive trends in end markets that support growth
The rating could be downgraded if:
-- Debt-to-EBITDA is expected to stay above 4.5x
-- EBITA-to-interest expense remains below 2.0x
-- There is a failure to generate meaningful levels of free cash
flow
-- There is a sizeable debt-financed acquisition
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Mannington Mills, Inc., headquartered in Salem, New Jersey, is a
manufacturer of flooring products used in both commercial and
residential construction end markets throughout North America and
Europe. Keith Campbell, current Chairman of the Board, owns a
significant majority of Mannington, and different family members
have minority interests. Mannington Mills is privately-owned and
does not disclose financial information publicly.
MAYFLOWER COMMUNITIES: July 24 Hearing on Disclosure Statement
--------------------------------------------------------------
The hearing on the Disclosure Statement Motion of MAYFLOWER
COMMUNITIES, INC., will be held before the Honorable Judge Harlin
D. Hale, United States Bankruptcy Judge, at the Earle Cabell
Federal Building, United States Courthouse, 1100 Commerce Street,
14th Floor, Courtroom No. 3, Dallas, Texas 75242-1496 on July 24,
2019 at 9:00 a.m. (CST).
That, any objections or written responses to the Disclosure
Statement Motion must be filed and served no later than July 17,
2019 at 4:00 p.m. (CST).
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y6rsglbc from PacerMonitor.com at no charge.
Counsel for the Debtor is Daniel B. Prieto, Esq., at DLA Piper LLP
(US), in Dallas, Texas; and Thomas R. Califano, Esq., at DLA Piper
LLP (US), in New York; Rachel Nanes, Esq., at DLA Piper LLP (US),
in Miami, Florida.
About Mayflower Communities
Mayflower Communities, Inc. --
https://www.thebarringtonofcarmel.com/ -- operates The Barrington
of Carmel a senior living retirement community in Carmel, Indiana.
Mayflower provides nursing care, memory support, rehabilitation,
retirement home, assisted living, and independent living.
Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex.
Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Harlin DeWayne Hale oversees the case.
DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R.
Califano, and Rachel Nanes, serve as the Debtor's counsel. The
Debtor also tapped Ankura Consulting Group, LLC as restructuring
advisor; Larx Advisors, Inc. as financial advisor; Cushman &
Wakefield U.S., Inc. as investment banker; and Donlin Recano &
Company, Inc. as claims agent.
The Office of the Trustee appointed an official residents'
committee on Feb. 11, 2019. The residents' committee tapped
Neligan LLP as its legal counsel.
MEMORY CARE: Seeks to Hire Donlin Recano as Claims Agent
--------------------------------------------------------
Memory Care America, LLC, seeks authority from the United States
Bankruptcy Court for the Western District of Texas (San Antonio) to
hire Donlin, Recano & Company, Inc. as the claims, noticing, and
solicitation agent.
Memory Care requires DRC to:
a. assist the Debtors with the preparation and distribution of
all required notices in these Chapter 11 Cases, including: (i)
notice of any claims bar date; (ii) notices of objections to claims
and objections to transfers of claims; (iii) notices of any
hearings on a disclosure statement and confirmation of any plan of
reorganization, including under Bankruptcy Rule 3017(d); (iv)
notice of the effective date of any plan of reorganization; and (v)
all other notices, orders, pleadings, publications, and other
documents as the Debtors, the Court, and/or the Clerk may deem
necessary or appropriate to administer these Chapter 11 Cases in a
prudent manner, including through email or other electronic means;
b. assist the Debtors with all solicitation-related matters,
including: (i) balloting services; (ii) distribution of applicable
solicitation materials; (iii) tabulation and calculation of votes;
(iv) determining with respect to each ballot cast, its timeliness
and its compliance with the Bankruptcy Code, Bankruptcy Rules,
and procedures promulgated by this Court; and (v) generating an
official ballot certification and testifying, if necessary, in
support of the ballot tabulation results;
c. maintain a list of all potential creditors, equity holders,
and other parties in interest and a "core" mailing list consisting
of all parties described in Bankruptcy Rule 2002(i)-(k) and those
parties that have filed a notice of appearance pursuant to
Bankruptcy Rule 9010 and update and make such lists available upon
request by a party in interest or the Clerk, as applicable;
d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the filing of
a proof of claim, after such notice and form are approved by this
Court, and notify said potential creditors of the existence, amount
and classification of their respective claims as set forth in
the Schedules, which may be effected by inclusion of such
information (or the lack thereof, in cases where the Schedules
indicate no debt due to the subject party) on a customized proof of
claim form provided to potential creditor;
e. maintain a post office box for the purpose of receiving
copies of claims and returned mail, and process all mail received;
f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service no later than the next
business day after service that includes (i) the docket number and
title of any pleading served during such period, (ii) a list of
persons or entities, as applicable, to whom it was mailed (in
alphabetical order) with their addresses, (iii) the manner of
service, and (iv) the date served;
g. review and verify copies of all proofs of claim received by
the Clerk for accuracy and maintain any original proofs of claim
received in a secure area;
h. maintain an official claims register (the "Claims
Register") fully accessible via DRC's website, which register shall
include copies of each proof of claim filed and specify therein the
following information for each proof of claim: (i) the number
assigned to any such proof of claim; (ii) the date received; (iii)
the
name and address of the claimant and agent, if applicable, who
filed the proof of claim; (iv) the applicable Debtor; (v) the
amount asserted; (vi) the asserted priority of the claim; and (vii)
any disposition of the claim;
i. implement reasonable security measures designed to ensure
the completeness and integrity of the Claims Register and the
safekeeping of any proofs of claim;
j. record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
k. relocate, by messenger or overnight delivery, all of the
Clerk-filed proofs of claim to the offices of DRC not less than
weekly;
l. identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
m. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the claims register for the Clerk's review (upon the Clerk's
request);
n. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed and
make necessary notations on and/or changes to the claims register;
o. assist in the dissemination of information to the public
and respond to requests for administrative information regarding
these Chapter 11 Cases as directed by the Debtors or the Court,
including through the use of a case website and/or call center;
p. comply with applicable federal, state, municipal, and local
statutes, ordinances, rules, regulations, orders, and other
requirements in connection with the services rendered pursuant to
the Engagement Agreements;
q. if these Chapter 11 Cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's office within
three (3) days of notice to DRC of entry of the order converting
the cases;
r. thirty (30) days prior to the close of these Chapter 11
Cases, to the extent practicable, request that the Debtors submit
to the Court a proposed order dismissing DRC in its capacity as the
Claims and Noticing Agent and terminating its services in such
capacity upon completion of its duties and responsibilities and
upon the closing of these Chapter 11 Cases;
s. within seven (7) days of notice to DRC of entry of an order
closing these Chapter 11 Cases, provide to the Court the final
version of the Claims Register as of the date immediately before
the close of these Chapter 11 Cases;
t. at the close of these Chapter 11 Cases, (i) box and
transport all original documents, in proper format, as provided by
the Clerk's office, to (A) the Federal Archives Records
Administration, located at Central Plains Region, 200 Space Center
Drive, Lee's Summit, Missouri 64064 or (B) any other location
requested by the Clerk's office; and (ii) docket a completed SF-135
Form indicating the accession and location numbers of the archived
claims;
u. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest, including, if applicable, brokerage firms,
bank back-offices, and institutional holders;
v. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
w. if requested, assist with the preparation of the Debtors'
schedules of assets and liabilities and statements of financial
affairs and gather data in conjunction therewith;
x. provide a confidential data room, if requested;
y. coordinate publication of certain notices in periodicals
and other media;
z. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
aa. provide such other processing, solicitation, balloting,
and other administrative services described in the Engagement
Agreements that may be requested from time to time by the Debtors,
the Court, or the Clerk.
The firm's hourly rates for professional services are:
Executive Staff No charge
Senior Bankruptcy Consultant $140 - $175
Case Manager $100 - $140
Technology/Programming Consultant $75 - $110
Consultant/Analyst $65 - $90
Clerical $35 - $45
Donlin is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Nellwyn Voorhies
Donlin, Recano & Company, Inc.
6201 15th Avenue,
Brooklyn, NY 11219
Phone: 212-481-1411
About Memory Care America, LLC
Memory Care America, LLC and its subsidiaries --
http://www.memorycareamerica.com/-- operates care facilities for
individuals suffering from numerous forms of memory loss, including
Alzheimer's disease and dementia.
Memory Care America, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bnakr. W.D. Tex. Lead Case No.
19-51385) on June 4, 2019. In the petitions signed by B.J. Parrish,
president, the Debtors estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Bernard R. Given II, Esq. at LOEB & LOEB LLP represents the Debtor
as counsel.
MIRAGE DENTAL: Unsecured Creditors' Recovery Increased to 69%
-------------------------------------------------------------
Mirage Dental Associates, Professional, LLC, filed a First Amended
Chapter 11 Plan of Reorganization and accompanying disclosure
statement to increase the recovery of holders of general unsecured
claims from 24.5% to 69%.
Class 11 General Unsecured Creditors are impaired. Class 11
creditors shall receive pro-rata distributions on an annual basis
from the Debtor’s Creditor Fund within thirty (30) days of each
anniversary of the Effective Date for a period of six (6) years.
Class 1 Bank of America, N.A are impaired. The Debtor shall issue a
new promissory note to BOA in the amount of the Allowed Secured
Claim as payment on the Allowed Secured Claim on the Effective
Date, which shall constitute a modification of the Financing
Agreement. The New BOA Note shall bear interest at the rate of
5.65% per annum per annum on a 10 year amortization.
Class 2 - SBA Loan. The Debtor shall issue a new promissory note to
Live Oak Bank in the amount of the Allowed Class 2 Secured Claim or
a modification of the existing debt instrument as payment on the
Allowed Class 2 Secured Claim on the Effective Date. The New Class
Note shall bear interest at the Wall Street Journal prime rate as
of the Effective Date per annum on a 30 year amortization.
Class 3 - Loan A. The Debtor shall issue a new promissory note to
Live Oak Bank in the amount of the Allowed Class 3 Secured Claim or
a modification of the existing debt instrument as payment on the
Allowed Secured Claim on the Effective Date. The New Class 3 Note
shall bear interest at the Wall Street Journal prime rate as of the
Effective Date per annum per annum on a 30 year amortization.
Class 4 - Loan B. The Debtor shall issue a new promissory note to
Live Oak Bank in the amount of the Allowed Class 4 Secured Claim or
a modification of the existing debt instrument as payment on the
Allowed Secured Claim on the Effective Date. The New Class 4 Note
shall bear interest at the Wall Street Journal prime rate as of the
Effective Date per annum per annum on a 30 year amortization.
Class 5 - Bank Midwest are impaired. The Class 5 claimant shall
have an Allowed Secured Claim in the amount of $15,000. Such claim
shall bear interest at the Wall Street Journal prime rate as of the
Effective Date. The Debtor shall make equal monthly payments of
principal and interest of approximately $245.07 to the Class 5
Claimant from the Effective Date for a period of six (6) years.
Class 6 Ascentium Capital are impaired. The Class 6 claim shall be
allowed in the amount of $86,044, less adequate protection payments
made to date of approximately $10,000, and the net proceeds
received from the sale of some of the claimant’s collateral. Such
claim shall bear interest at the Wall Street Journal prime rate as
of the Effective Date.
Class 7 EverBank Commercial Finance are impaired. The Class 7 claim
shall be allowed in the amount of $285,675.00, less adequate
protection payments made to date of approximately $25,000 and the
net proceeds received from the sale of some of the claimant’s
collateral. Such claim shall bear interest at the Wall Street
Journal prime rate as of the Effective Date.
Class 8 Navitas Lease Corporation are impaired. The Class 8 claim
shall be allowed in the amount of $285,675.00, less adequate
protection payments made to date of approximately $25,000 and the
net proceeds received from the sale of some of the claimant’s
collateral. Such claim shall bear interest at the Wall Street
Journal prime rate as of the Effective Date.
Class 10 BFS Capital are impaired. The Class 10 Claim shall have an
allowed Class 11 Claim in the amount of $301,010. The Class 10
Claim shall be treated as a Class 11 general unsecured claim and
paid in accordance will be treated under Class 11 of this Plan
pursuant to 11 U.S.C. Section 506.
Class 12 Insider Unsecured Claims Against Debtor are impaired.
Class 12 consists of all insider unsecured claims against the
Debtor, namely all amounts loaned to the Debtor by Mr. Michael
Moroni and/or his spouse, to the extent allowed under 11 U.S.C. §
502. Class 12 shall receive nothing on account of their claims.
Class 13 All Subordinated Unsecured Claims are impaired. Pursuant
to 11 U.S.C. §726(a)(4), if the Cases were cases under Chapter 7,
no creditor holding a Class 13 claim would be entitled to payment
until all other claims, including all other general unsecured
claims, are paid in full. Class 13 shall receive nothing on account
of their claims.
Class 14 Equity Interests are impaired. In the event that the Plan
is confirmed as a Consensual Plan, with the acceptance of each
class, the Class 14 claimants will retain their membership
interests and therefore hold, collectively, 100% of the outstanding
membership interests of the Reorganized Debtor.
Payments and distributions under the Plan will be funded by the
Debtor’s income, any recoveries from pre-petition clams and
post-confirmation distributions from the Net Income into the
Creditor Fund.
A full-text copy of the Disclosure Statement dated June 24, 2019,
is available at http://tinyurl.com/y5ct7eg6from PacerMonitor.com
at no charge.
Attorneys for the Debtor are Kenneth J. Buechler, Esq., at Buechler
Law Office, LLC, in Denver, Colorado.
About Mirage Dental Associates
Mirage Dental Associates, Professional, LLC, is a privately-held
company in Castle Rock, Colorado, that owns a dental clinic.
Mirage Dental Associates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-12496) on March 30,
2018. In the petition signed by Michael J. Moroni, Jr., managing
member, the Debtor disclosed $5.41 million in assets and $8.72
million in liabilities. Judge Joseph G. Rosania Jr. oversees the
case. The Debtor tapped Buechler & Garber, LLC, as its legal
counsel. No official committee of unsecured creditors has been
appointed in the Chapter 11 case.
MMM DIVERSIFIED: July 31 Hearing on Disclosure Statement
--------------------------------------------------------
The hearing on the approval of the Third Amended Disclosure
Statement explaining the Third Amended Chapter 11 Plan of MMM
Diversified, LLC, will be held on July 31, 2019, at 1:30 p.m.,
Courtroom No. 701, 7th Floor, United States Bankruptcy Court, 230
North First Avenue, Phoenix, Arizona. Any objection to approval of
the Third Amended Disclosure Statement must be filed and served by
July 24, 2019.
About MMM Diversified
MMM Diversified, LLC, is an Arizona limited liability company. The
business of the Debtor is buying, renting and selling real
property. The real property presently owned by the Debtor is
residential.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 16-10976) on Sept. 23, 2016. The
petition was signed by Michael F. Sprinkle, managing member.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $500,000.
The Debtor is represented by Carmichael & Powell P.C.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
NANOMECH INC: Hires Treliant LLC as Financial Consultant
--------------------------------------------------------
Nanomech, Inc., files an amended application seeking authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Treliant, LLC, as financial consultant to the Debtor.
On May 22, 2019, the Debtor filed an application to retain Treliant
as financial consultants to the Debtor in connection with
investigating the Debtor's books and records, as well as looking
into certain pre-petition transfers for instances of fraud and
indicia of misuse of corporate assets. Treliant's fees were
estimated to be approximately $25,000.00 based on a rate times
hours basis. The Court entered an order approving the first
application on June 20, 2019.
Subsequent to the entry of the First Order, the Debtor has been
made aware of additional instances of pre-petition misconduct that
requires Treliant to increase its investigation, and thus, will
require Treliant to increase its estimates fess.
Through this application, the Debtor seeks to amend the First Order
by increasing the estimated fees.
The Fees and Payment Schedule Amendment states that, "The estimated
professional fees shall no longer include a $25,000 limit on
professional fees for this engagement."
Nanomech, Inc. requires Treliant, LLC to:
a. review expense reports and corporate credit card statements
of the Debtor; and
b. review accounts payable and disbursements including bank
reconciliation.
Treliant, LLC will be paid at these hourly rates:
Principals $655 to $725
Directors $450 to $540
Analysts $205 to $225
Reviewers $180
Coordinators $115
Treliant, LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Pamela Parizek, managing director of Treliant, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Treliant, LLC can be reached at:
Pamela Parizek
TRELIANT, LLC
1255 23rd Street NW, Suite 500
Washington, DC 20037
Tel: (202) 249-7955
Fax: (202) 223-3071
About Nanomech, Inc.
NanoMech, Inc., an ISO 9001:2015 certified organization, is focused
on patented platform nanomanufacturing technologies. It is a
privately held company formed in 2002.
NanoMech filed a voluntary Chapter 11 petition (Bankr. D. Del. Case
No. 19-10851) on April 15, 2019. In the petition signed by
Benjamin Waisbren, chief restructuring officer, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.
The case is assigned to Judge Christopher S. Sontchi.
The Debtors tapped Winston & Strawn LLP as general bankruptcy
counsel; Gellert Scali Busenkell & Brown, LLC as bankruptcy
co-counsel; and Virtually There LLC as restructuring advisor.
NCW PROPERTIES: Aug. 20 Plan Confirmation Hearing
-------------------------------------------------
The Disclosure Statement explaining the Second Amended Chapter 11
Plan of NCW Properties, LLC, is approved.
The confirmation hearing is scheduled for August 20, 2019 at 1:30
p.m. at the United States Bankruptcy Court 744, 219 S. Dearborn,
Chicago, Illinois 60604.
Any objection to confirmation of the Plan must be filed and served
before 5:00 p.m. (prevailing Central Time) on July 31, 2019.
A full-text copy of the Third Amended Disclosure Statement dated
June 28, 2019, is available at https://tinyurl.com/y4o4xmle from
PacerMonitor.com at no charge.
About NCW Properties
NCW Properties, LLC -- http://www.nascarcarwash.com/-- owns a car
washing business. Headquartered in Joliet, Illinois, NCW Properties
is an official NASCAR licensee and holds the exclusive license to
build, brand and operate NASCAR Car Washes across the U.S. and
Canada.
NCW Properties, LLC sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 18-34019) on July 19, 2018. Judge Timothy A. Barnes is
assigned to the case. In the petition signed by Dean T. Tomich,
manager, the Debtor estimated between $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The Debtor
tapped Phillip J. Block, Esq, and Alan L. Braunstein, Esq. at
Riemer & Braunstein LLP, as counsel. ASI Advisors, LLC serves as
its financial advisors.
NN2 NEWCO: Chapter 15 Case Summary
----------------------------------
Chapter 15 Debtor: NN2 Newco Limited
Ste 1, 3rd Floor
11-12 St. James's Square
London, SW1Y 4LB
United Kingdom
Business Description: NN2 Newco Limited, an indirect
subsidiary of Nyrstar N.V. --
https://www.nyrstar.com -- is a
global multi-metals business, with a
market position in zinc and lead, and
growing positions in other base and
precious metals. Nyrstar has mining,
smelting and other operations located
in Europe, the Americas and Australia.
Chapter 15
Petition Date: July 9, 2019
Court: United States Bankruptcy Court
Southern District of New York
(White Plains)
Chapter 15 Case No.: 19-23277
Judge: Hon. Robert D. Drain
Foreign
Representative: Jane Moriarty, Esq.
Ste 1, 3rd floor
11-12 St. James's Square
London, SW1Y 4LB
United Kingdom
Foreign Proceeding: Proceeding before the High Court
of Justice of England and Wales
Foreign
Representative's
Counsel: Madlyn Gleich Primoff, Esq.
FRESHFIELDS BRUCKHAUS DERINGER US LLP
601 Lexington Avenue, 31st Floor
New York, NY 10019-9710
Tel: 212-277-4000
Fax: 212-277-4001
E-mail: madlyn.primoff@freshfields.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb19-23277.pdf
NXT ENERGY: Gets Additional $2.1M Payment Under Survey Contract
---------------------------------------------------------------
NXT Energy Solutions Inc. has received an additional US$2.1 million
on its US$8.9 million Nigerian SFD survey bringing total payments
to date to $5.7 million. A further payment of $0.4 million for
performing the second milestone is expected to be paid later this
month. NXT will present preliminary interpretation findings for
the entire 5,000 line-kilometer survey during the week of July 22,
2019 in Nigeria. The Company will also discuss the potential
utilization of SFD technology in NNPC's future exploration programs
based upon the successful completion of the Department of Petroleum
Resources near-shore flight and the initial onshore SFD data review
conducted in April by the Frontier Exploration Services of the
Nigerian National Petroleum Corporation.
The technical teams of NNPC/FES/NXT will commence integration of
SFD recommendations with available geological and geophysical data
during the third week of August, following which the remaining
balance under the contract of approximately US$2.8 million will be
payable.
NXT has been invited to Beijing in August to meet with BGP Inc., a
subsidiary of China National Petroleum Corporation, to explore
opportunities to collaborate together on projects in Africa and
other jurisdictions in which BGP has interests. In 2018, the
Company signed a two year MOU with BGP that contemplates:
(a) securing one or more SFD contracts with BGP and
affiliates;
(b) jointly bidding with BGP and affiliates to provide
services, including SFD, to clients;
(c) establishing a special purposes vehicle with BGP and
affiliates to conduct multi-client surveys; and
(d) establishing a special purpose vehicle with BGP and
affiliates to drill and develop prospects based on
integrated SFD with seismic data.
George Liszicasz, president and CEO of NXT, commented, "Today we
are announcing we have been paid almost two thirds of the $8.9
million USD contracted amount from our Nigerian SFD survey. These
payments have been made on time in accordance with our performance
of milestones and are a tribute to the value that we are bringing
to exploration in Nigeria and the professionalism of our clients
and partners. Shortly after we present preliminary interpretation
findings to our Nigerian clients we will build upon our strengths
in the region through local discussions and then through
conversations in Beijing with BGP and affiliates. BGP is the
largest seismic company in the world with a significant presence in
Africa."
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions Inc. provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
NXT Energy reported a net loss and comprehensive loss of C$6.96
million for the year ended Dec. 31, 2018, compared to a net loss
and comprehensive loss of C$8.97 million for the year ended Dec.
31, 2017. At March 31, 2019, the Company had total assets of
C$27.39 million in total assets, total liabilities of C$4.93
million, and C$22.45 million in total shareholders' equity.
The Company's independent accounting firm KPMG LLP, in Calgary,
Canada, 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's current
and forecasted cash position is not expected to be sufficient to
meet its obligations for the 12 months period beyong the date that
these financial statements have been issued. These conditions,
along with other matters, indicate the existence of a material
uncertainty that casts substantial doubt about the Company's
ability to continue as a going concern.
OSUM PRODUCTION: Moody's Raises CFR to B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded Osum Production Corp.'s
Corporate Family Rating to B3 from Caa1, Probability of Default to
B3-PD from Caa1-PD, US$18 million senior secured term loan due July
2020 to B3 from Caa1. At the same time, Moody's assigned a B3
rating to Osum's extended US$172 million term loan maturing July
2022 and Ba3 to its US$15 million super-priority senior secured
revolver due April 2020. The outlook remains stable.
"Osum's upgrade reflects its improved liquidity profile following
the extension of the majority of its term loan debt to 2022" said
Moody's analyst Jonathan Reid. "We expect credit metrics will
remain strong over the next 12-18 months as a result of strong cash
flow generation and increased production capacity following its
Orion expansion."
Upgrades:
Issuer: Osum Production Corp.
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured First Lien Term Loan, Upgraded to B3 (LGD3) from
Caa1 (LGD4)
Assignments:
Issuer: Osum Production Corp.
Senior Secured First Lien Term Loan, Assigned B3 (LGD3)
Senior Secured Priority Revolving Credit Facility, Assigned Ba3
(LGD1)
Outlook Actions:
Issuer: Osum Production Corp.
Outlook, Remains Stable
RATINGS RATIONALE
Osum's B3 Corporate Family Rating is constrained by 1) its small
size (15,500 bbls/d net of royalties expected through 2019), 2)
exposure to the volatile Canadian heavy oil differentials and
volatile oil prices that lowers cash flow predictability, 3)
concentration in one steam-assisted-gravity-drainage (SAGD) project
that produces heavy oil, and 4) provincial curtailment regulations
that limit Osum's growth. Osum is supported by 1) good liquidity
following the extension of its July 2020 term loan to July 2022, 2)
strong leverage and interest coverage (around 35% retained cash
flow to debt, 4.5x EBITDA to interest expected in 2020), 3) low
production and maintenance costs ($20/boe), and 4) excellent
operating execution, as demonstrated by its ability to grow
production to 15,500 bbls/d net of royalties as of Q1 2019 from
about 7,800 bbls/d in 2017.
Osum has good liquidity. At March 31, 2019 Osum had C$34 million of
cash and Moody's expects Osum will generate free cash flow of about
C$60 million in the next four quarters, with the majority of that
dedicated to debt reduction through cash flow sweeps starting in Q3
2019. The term loans contain one financial covenant, with which
Moody's expects Osum will be well in compliance through 2019.
Alternate sources of liquidity are limited as its assets are
pledged as collateral to the secured debt.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the US$15 million super-priority revolving credit facility is rated
Ba3 as the US$190 million senior secured term loans provide
cushion. The senior secured term loans are rated at the B3 CFR as
they make up the majority of the capital structure. The C$371
million unsecured subordinated intercompany loan is treated as
equity due to its deeply subordinated nature.
The stable outlook reflects its expectation that Osum's production
will remain steady through 2019 and credit metrics will remain
strong.
The rating could be upgraded if retained cash flow to debt is
sustained above 40% (32% expected in 2019) and if production
volumes approached 25,000 bbl/d net of royalties with EBITDA to
interest sustained above 4x (3.5x expected in 2019) and good
liquidity.
The rating could be downgraded if retained cash flow to debt
decreased towards 10% (32% expected in 2019, if EBITDA to interest
falls below 2x (3.5x expected in 2019) or if the liquidity profile
deteriorated significantly.
Osum is a privately-owned Calgary, Alberta-based exploration and
production company producing roughly 15,500 bbls/d net of royalties
from its Orion SAGD project in Cold Lake, Alberta.
OZARKS RIDGERUNNER: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Ozarks Ridgerunner IV, LLC 19-60794
1317 S. Maryland
Springfield, MO 65807
Ozarks Ridgerunner II, LLC 19-60795
1317 S. Maryland
Springfield, MO 65807
Business Description: Ozarks Ridgerunner IV's principal assets
are located at 4830 S. 130th Rd. Bolivar, MO
65613.
Ozarks Ridgerunner II's principal assets are
located at 1225 S. Ash Buffalo, MO 65622.
Chapter 11 Petition Date: July 9, 2019
Court: United States Bankruptcy Court
Western District of Missouri (Springfield)
Judge: Hon. Cynthia A. Norton
Debtors' Counsel: David E. Schroeder, Esq.
DAVID SCHROEDER LAW OFFICES, PC
1524 East Primrose St., Suite A
Springfield, MO 65804-7915
Tel: 417-890-1000
Fax: 417-886-8563
Email: bk1@dschroederlaw.com
Ozarks Ridgerunner IV's
Estimated Assets: $1 million to $10 million
Ozarks Ridgerunner IV's
Estimated Liabilities: $1 million to $10 million
Ozarks Ridgerunner II's
Estimated Assets: $100,000 to $500,000
Ozarks Ridgerunner II's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Chris R. Thompson, managing member.
A full-text copy of Ozarks Ridgerunner IV's petition containing,
among other items, a list of the Debtor's three unsecured creditors
is available for free at:
A full-text copy of Ozarks Ridgerunner IV's petition containing,
among other items, a list of the Debtor's three unsecured creditors
is available for free at:
http://bankrupt.com/misc/mowb19-60794.pdf
Ozarks Ridgerunner II lists Mid-Missouri Bank as its sole unsecured
creditor holding an unknown amount of claim. A full-text copy of
the petition is available for free at:
http://bankrupt.com/misc/mowb19-60795.pdf
P-D VALMIERA: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
The U.S. Trustee for Region 21 on July 8, 2019, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of P-D Valmiera Glass USA Corp.
The committee members are:
(1) Etimine USA Inc.
1 Penn Center West, Suite 400
Pittsburgh, PA 15276
Attn: Megan Marano
MMarano@etimineusa.com
Counsel: Mehmet Baysan mbaysan@bhblegal.com
(2) Active Minerals International, LLC
121 Milledgeville Road
Gordon, GA 31031
Attn: Wayne Bentley
W.Bentley@activeminerals.com
Counsel: Christopher A. Jones CAJones@wtplaw.com
(3) DeWayne Whitehead
c/o The Gardner Firm, P.C.
182 St. Francis St., Suite 103
Mobile, AL 36602
molsen@thegardinerfirm.com
Counsel: Mary Olsen
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About P-D Valmiera Glass USA Corp.
P-D Valmiera Glass USA Corp. -- http://www.valmiera-glass.com/--
manufactures fiberglass and fiberglass products. P-D Valmiera
Glass USA sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 19-59440) on June 17, 2019. At the time
of the filing, the Debtor estimated assets of between $100 million
and $500 million and liabilities of the same range. The case has
been assigned to Judge Paul W. Bonapfel. The Debtor is represented
by Scroggins & Williamson, P.C.
PHI INC: Discloses Execution of Minimum Cash Commitment Agreement
-----------------------------------------------------------------
PHI, Inc., and certain of its affiliates and subsidiaries filed
their third amended disclosure statement referring to their third
amended joint plan of reorganization.
This latest filing discloses that the Minimum Cash Commitment
Agreement was executed on June 18, 2019, and provides for the
Commitment Parties party as of such date (the "Initial Commitment
Parties") to commit to purchase up to $75 million of New Common
Stock at a 25% discount to the Plan Equity Value. In exchange for
this commitment Initial Commitment Parties will also receive a
Minimum Cash Commitment Premium equal of 20% of their commitment as
of June 18, 2019, payable in New Common Stock. Holders of unsecured
claims (other than those unsecured claims that were held as of June
18, 2019 by an Initial Commitment Party) may, prior to July 19,
2019, elect to join the Minimum Cash Commitment Agreement (any such
party, a "Subsequent Commitment Party"). Subsequent Commitment
Parties will be entitled to purchase their ratable portion (based
on an estimate of the unsecured claims pool as of June 24, 2019) of
the New Common Stock subject to the Minimum Cash Commitment at a
25% discount to the Plan Equity Value, with the commitments of the
Initial Commitment Parties being ratably reduced. Subsequent
Commitment Parties will not be entitled to any portion of the
Minimum Cash Commitment Premium.
A blacklined version of the Third Amended Disclosure Statement is
available at https://tinyurl.com/y4hhjlcv from PacerMonitor.com at
no charge.
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. Tex. Lead Case No. 19-30923) on March
14, 2019. At the time of the filing, PHI estimated assets of $1
billion to $10 billion and liabilities of $500 million to $1
billion.
The cases are 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.
The Office of the U.S. Trustee on March 25, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of PHI, Inc. and its affiliates. Haynes
and Boone, LLP, is co-counsel to the Creditors' Committee.
Milbank, LLP, is counsel to the Creditors' Committee. PJT Partners
LP, is investment banker to the Creditors' Committee.
The Office of the U.S. Trustee on April 25, 2019, appointed an
official committee of equity security holders in the Chapter 11
cases of PHI, Inc. and its affiliates. David B. Golubchik, Esq.,
Eve H. Karasik, Esq., and Gary E. Klausner, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles, California; and Jason
S. Brookner, Esq., Lydia R. Webb, Esq., and Amber M. Carson, Esq.,
at Gray Reed & McGraw LLP, in Dallas, Texas, represent the Equity
Committee.
PIER 3: To File Copies of APA & Notice on Lunenburg Property Sale
-----------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts has entered an order on Pier 3 Builders,
LLC's amended Motion to Assume Contract and to Sell Property in
connection with the private sale of the real property known and
numbered as 141 Beal Street, Lunenburg, Massachusetts, by private
sale, to William J. and Donna M. Groark for $391,900.
The Debtor ordered to file, by July 5, 2019, the following: (1) a
copy of the purchase and sale agreement; (2) an amended Notice of
Sale noting the July 23, 2019 hearing date and the July 19, 2019
deadline for objections and counteroffers and using the Springfield
Clerk's office address for the address where any objections and
counteroffers must be filed; (3) Affidavit of Service reflecting
service of the amended Motion to Assume Contract and to Sell
Property and amended Notice of Sale on all known and potential
secured creditors to the attention of a named officer, managing or
general agent, or agent authorized to receive service pursuant to
Fed. R. Bankr. P. 7004(b)(3); and (4) Certificate of Service
reflecting service of the amended Notice of Sale on all other
parties.
About Pier 3 Builders
Pier 3 Builders, LLC, is a privately held company in the
residential building construction business. The Company offers
construction and remodeling services such as custom home building,
additions, basement remodeling, and more.
Pier 3 Builders sought Chapter 11 protection (Bankr. D. Mass Case
No. 19-41022) on June 24, 2019. Judge Elizabeth D. Katz is
assigned to the case. In the petition signed by Brian Campanale,
manager, the Debtor estimated assets and liabilities in the range
of $1 million to $10 million. The Debtor tapped David M. Nickless,
Esq., at Nickless, Phillips and O'Connor as counsel.
PIKE CORP: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Mount
Airy, N.C.-based Pike Corp. At the same time, S&P assigned its 'B'
issue-level ratings to the company's proposed $140 million
revolving credit facility and $1.02 billion first-lien term loan.
The rating actions follow the company's announcement of its plans
to acquire a utilities infrastructure business, refinance its term
loan, and upsize its revolving credit facility.
S&P said, "The affirmation reflects our expectation that higher
earnings will somewhat offset increased debt balances this year,
with adjusted debt to EBITDA remaining below 6x at year-end 2019
with positive free operating cash flow (FOCF). We expect Pike's
good operating performance to continue, because of expansion into
new U.S. geographies, expanding construction and engineering
services with core customers, and earnings from the proposed
acquisition.
"The stable outlook reflects that although debt balances increased
this year, following a recent debt-financed dividend and the
proposed acquisition and refinancing, we expect earnings to
continue to improve, resulting in adjusted debt to EBITDA below 6x
at year-end 2019.
"We could raise our rating on Pike if leverage declines and remains
comfortably below 5x on a sustained basis and FOCF to adjusted debt
remains above 5%. In addition, for a higher rating we would also
assume Pike maintains these credit measures. This could occur if it
maintains EBITDA margins around 20% and allocates excess cash flow
toward debt repayment.
"We could lower our ratings on Pike during the next 12 months if
leverage approaches 6x or if we believe that FOCF to debt will
decline below 2-3%. This could occur if the company's EBITDA
margins deteriorate meaningfully due to uncompetitive pricing or
the loss of a key contractual relationship. Alternatively, debt to
EBITDA could weaken from unanticipated debt-financed transactions."
PINE FOREST: To Pay Bayview $4,500 Monthly at 4.5% in 30 Years
--------------------------------------------------------------
Pine Forest Associates LP filed a third amended small business
disclosure statement in support of its chapter 11 plan of
reorganization dated June 18, 2019.
The plan proposes to pay the secured claim of Bayview $4,500
monthly at 4.5% interest beginning May 2019 and ending on April
2049.
A copy of the Third Amended Disclosure Statement dated June 18,
2019 is available at https://tinyurl.com/yyp5wj43 from
Pacermonitor.com at no charge.
Pine Forest Associates LP filed for chapter 11 bankruptcy
protection (Bankr. E.D. Tenn. Case No. 18-15814) on Dec. 31, 2018,
and is represented by Brent James, Esq. of Harris Hartmann Law Firm
PC.
PREGIS HOLDING I: Moody's Affirms B3 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating for Pregis Holding I
Corporation. Moody's also assigned a B2 rating to the new $125
million Revolving Credit Facility and a B2 rating to the $615
million First Lien Term Loan. The proceeds will be used to fund the
LBO of the company by Warburg Pincus.
Assignments:
Issuer: Pregis TopCo Corporation
Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned
B2 (LGD3)
Outlook Actions:
Issuer: Pregis Holding I Corporation
Outlook, Remains Stable
Issuer: Pregis TopCo Corporation
Outlook, Assigned Stable
Affirmations:
Issuer: Pregis Holding I Corporation
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
The ratings are subject to the deal closing as proposed and the
receipt and review of the final documentation.
RATINGS RATIONALE
The affirmation of the B3 corporate family rating and stable
outlook, despite pro forma leverage of over 7.0 times, primarily
reflects expectations of benefits from recent acquisitions, new
business wins and management's pledge to dedicate all free cash
flow to debt reduction until metrics have been restored to a level
within the rating triggers. EBITDA is projected to benefit from
recent acquisitions, synergies and new business wins. The new
business wins are with significant ecommerce players for which
equipment has already been installed on the customers' sites.
Operating results are also expected to benefit from productivity
initiatives and NOL's. Free cash flow is expected to improve as
capital spending for growth initiatives declines and EBITDA
improves from the aforementioned. The company is also expected to
have full availability under the proposed upsized $125 million
revolver. Free cash flow is expected to be used for debt reduction
resulting in an expectation that metrics will return to a level
within the rating triggers within the next 12 to 18 months.
Pregis' credit profile is constrained by high leverage, modest
scale and significant exposure to the cyclical protective packaging
market. Additionally, the company lacks long-term contracts with
cost pass-through mechanisms and has a limited geographic exposure.
Protective packaging materials, such as sheet foam and bubble wrap,
account for 70% of the company's revenue. Many of its protective
packaging products are commoditized with significant price
competition. The company does not have long-term contracts with
most customers and therefore does not have the protection of raw
material cost pass-through provisions. Pregis's sales are
concentrated in the relatively stable, mature but competitive North
American market.
Pregis' credit profile benefits from an installed base of packaging
equipment that utilizes the company's packaging materials and some
exposure to certain faster growing segments. The company provides
the equipment for free and sells the packaging material for use in
the equipment. This "razor/razor blade" model for the packaging
systems business generates recurring revenues and cash flows.
Packaging material consumables associated with the installed base
of packaging equipment account for approximately 37% of sales and
have a better growth profile than the packaging materials segment
due to growth in e-commerce. Pregis also benefits from some
customer diversity (the top 10 customers account for approximately
20% of sales) and significant market positions in many of its
products.
Moody's could upgrade the rating if the company is able to
sustainably improve credit metrics within the context of a stable
operating and competitive environment and maintain good liquidity.
Specifically, ratings could be upgraded if debt to EBITDA declined
to below 5.5 times, funds from operations to debt maintained at
above 8.5% and improve EBITDA to interest expense coverage to over
3.0 times.
Moody's could downgrade the company's rating if credit metrics
weaken, liquidity deteriorates and/or the operating and competitive
environment worsens. Acquisitions entailing significant financial
or integration risk could also jeopardize the rating. Specifically,
the ratings or outlook could be downgraded if funds from operations
to debt is below 6%, debt to EBITDA remains above 6.25 times,
and/or EBITDA to interest expense falls below 2.0 times over the
next 12 to 18 months.
Pregis Ultimate Holding Corporation is a manufacturer of protective
packaging materials and equipment through its main operating
subsidiary Pregis LLC. Based in Deerfield, Illinois, the company
produces sheet foam, bubble wrap, engineered foam, adhesive films
for automotive, consumer products, electronics, furniture,
housing/construction industries in its manufactured product
segment. Pregis also provides packaging equipment that uses its
packaging materials. The company has 14 manufacturing plants in
North America (including one in Mexico) and primarily focuses on
the North American market. The primary raw material used is
polyethylene resin and approximately 5% of sales paper products.
Pregis generated sales of approximately $672 million for the 12
months ended March 31, 2019 (the majority of sales are made through
distributors). The company does not publicly disclose financial
information. The new sponsor is Warburg Pincus.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.
PRINTEX INC: Seeks to Hire Greg Ousley as Financial Consultant
--------------------------------------------------------------
Printex, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to hire Greg
S. Ousley as its financial consultant.
Mr. Ousley will be required to render the following services to
Debtor:
(a) fund raising;
(b) new business development;
(c) strategic partnership and alliance development;
(d) new services and offerings development;
(e) new market development;
(f) general and strategic business operations consulting;
(g) innovation consulting;
(h) revenue maximization ad profitability consulting;
(i) economic development incentive consulting, opportunity
zone, tax credits, etc.;
(j) general budget and operations consulting;
(k) executive level coaching and consulting;
(l) corporate resource investment and risks analysis;
(m) corporate strategy; and
(n) sales and marketing consulting.
Mr. Ousley will be paid $ 125.00 per hour for his services.
Mr. Ousley assures the court that he does not have any connection
with Debtor, its creditors or any other party in interest or their
respective attorneys.
Mr. Ousley can be reached at:
Ousley Group LLC
3512 Interstate 70 Dr SE
Columbia, MO 65201, USA
Phone: +1 573-442-1180
About Printex Inc.
Printex Inc. and its affiliates, Medford Randal Park and Midamerica
Pick & Pack Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Case Nos. 19-20132 to 19-20134) on
May 31, 2019.
At the time of the filing, Printex estimated assets of between $1
million to $10 million and liabilities of the same range.
Meanwhile, Midamerica Pick estimated assets of less than $50,000
and liabilities of between $1 million and $10 million.
Cruse.Chaney-Faughn, PC, is the Debtors' their legal counsel.
REAGOR-DYKES MOTORS: To Get $14MM Cash Infusion from Plan Sponsor
-----------------------------------------------------------------
Reagor-Dykes Motors, LP, and its debtor affiliates filed a Chapter
11 Plan of Reorganization and accompanying disclosure statement.
The Reorganized Debtors are expected to receive up to $14 million
in cash from the Plan Sponsor. The New Equity Infusion may be a
combination of (i) debtor-in-possession financing approved by the
Bankruptcy Court and received by the Debtors before the
Confirmation in a yet-to-be-determined amount and (ii) equity
financing received by the Debtors after the Confirmation.
The New Equity Infusion will be used as follows: (i) approximately
$4.750 million as initial post-confirmation working capital on an
as-needed basis; (ii) pay all allowed, administrative expenses of
the Estates, which such expenses are estimated to be approximately
$5 million; (iii) approximately $.750 million to Qualified Retail
Lenders in Class 9; (v) up to approximately $2 million to Ford
Credit from Excess Cash Flow; and (v) up to approximately $1.5
million to GM Financial if GM Financial provides floor plan
financing to the Reorganized Debtors.
The equity of the Reorganized Debtors will be owned (i) 90% by the
Plan Sponsor or its designee and (ii) 10% by a Creditors Trust for
the express benefit of creditors holding Allowed Class 11 General
Unsecured Claims.
Ford Credit's secured claim will be paid in full by surrender of
Collateral.
Ford Credit's unsecured claim will be paid by (i) a $2 million cash
payment within 180 days after the Effective Date and (ii) a $5
million unsecured promissory note. The $5 million unsecured
promissory note will have the following terms: (i) 10-year
amortization, (ii) 7-year balloon payment, (iii) 6.5% interest per
annum, (iv) payment-in-kind interest for 12 months, and (v) payable
thereafter from Excess Cash Flow. This treatment will only apply if
the Restructuring Alternative is implemented. If the Liquidation
Alternative is implemented, then Ford Credit's unsecured claim will
be a Disputed Claim, and, to the extent Allowed, Ford Credit's
unsecured claim will be treated in Class 12 and will receive a Pro
Rata Share of Creditors Trust Assets. Under the Liquidation
Alternative, all Causes of Action against Ford Credit are preserved
under this Plan. Ford Credit will not participate in Class 10 or
Class 11.
A full-text copy of the Disclosure Statement dated June 29, 2019,
is available at https://tinyurl.com/y6gkgmy8 from Stretto.com at no
charge.
A full-text copy of the Modified Disclosure Statement dated July 1,
2019, is available at https://tinyurl.com/y59z2oal from
PacerMonitor.com at no charge.
The Plan was filed by Marcus A. Helt, Esq., and C. Ashley Ellis,
Esq., at Foley Gardere, in Dallas, Texas, on behalf of the
Debtors.
About Reagor-Dykes Motors
Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a
dealer of automobiles headquartered in Lubbock, Texas. The Company
offers new and used vehicles, automobile parts, and other related
accessories, as well as car financing, leasing, repair, and
maintenance services. Some of its new vehicles include brands like
Ford, Toyota, GMC, Cadillac, Chevrolet and Buick.
Reagor-Dykes Motors, LP, based in Lubbock, TX, and its
debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the
Debtors estimated $10 million to $50 million in both assets and
liabilities. The petition was signed by Bart Reagor, managing
member of Reagor Auto Mall I, LLC, general manager and Rick Dykes,
managing member of Reagor Auto Mall I, LLC, general partner.
The Hon. Robert L. Jones oversees the case.
Mullin Hoard & Brown, L.L.P., led by David R. Langston, Esq., is
serving as bankruptcy counsel to the Debtor. BlackBriar Advisors
LLC personnel is serving as CRO for the Debtor.
REAGOR-DYKES: McGlinchey Stafford Represents AmeriCredit, et al.
----------------------------------------------------------------
McGlinchey Stafford, PLLC, submitted a verified statement pursuant
to Rule 2019 of the Federal Rules of Bankruptcy Procedure in
Reagor-Dykes Motors, LP, et al.'s Chapter 11 cases.
McGlinchey has been engaged as attorneys to represent these
creditors:
1. AmeriCredit Financial Services, Inc.,
d/b/a GM Financial
801 Cherry Street Suite 3500
Fort Worth, TX 76102
2. Compass Bank
15 South 20th Street, Suite 1802
Birmingham, AL 35233
3. SunTrust Bank
1001 Semmes Ave.
Richmond, VA 23224
4. Global Lending Services, LLC
1200 Brookfield Blvd., Suite 300
Greenville, SC 29607
The claims of Americredit, et al., arise per contracts and
operations with the Debtors. Specific amounts are unknown at
present time.
Attorneys for Americredit, et al.:
R. DWAYNE DANNER, Esq.
McGlinchey Stafford, PLLC
Three Energy Square
6688 North Central Expressway, Suite 400
Dallas, TX 75206
Telephone: (214) 445-2445
Facsimile: (214) 445-2450
STEPHEN P. STROHSCHEIN, Esq.
McGlinchey Stafford, PLLC
301 Main Street, 14th Floor
Baton Rouge, LA 70801
Telephone: (225) 383-9000
Facsimile: (225) 343-3076
- and –
RUDY J. CERONE, Esq.
SARAH E. EDWARDS, Esq.
McGlinchey Stafford, PLLC
12th Floor, 601 Poydras Street
New Orleans, LA 70130
Telephone: (504) 586-1200
Facsimile: (504) 596-2800
About Reagor-Dykes Motors
Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a
dealer of automobiles headquartered in Lubbock, Texas. The Company
offers new and used vehicles, automobile parts, and other related
accessories, as well as car financing, leasing, repair, and
maintenance services. Some of its new vehicles include brands like
Ford, Toyota, GMC, Cadillac, Chevrolet and Buick.
Reagor-Dykes Motors, LP, and its debtor-affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1,
2018. In its petition, the Debtors estimated $10 million to $50
million in both assets and liabilities. The petition was signed by
Bart Reagor, managing member of Reagor Auto Mall I, LLC, general
manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC,
general partner.
The Hon. Robert L. Jones oversees the case.
Mullin Hoard & Brown, L.L.P., led by David R. Langston, Esq., is
serving as bankruptcy counsel to the Debtor. BlackBriar Advisors
LLC personnel is serving as CRO for the Debtor.
RICHARDSON ACQUISITIONS: Taps Vlahantones & Tangalos as Accountant
------------------------------------------------------------------
Richardson Acquisitions Group, Inc. seeks authority from the United
States Bankruptcy Court for the Eastern District of Michigan
(Detroit) to employ Vlahantones & Tangalos, P.C. as accountants.
Vlahantones & Tangalos will provide accounting review, preparation
of financial statements and tax returns as may be required by the
Debtor in the ordinary course. The CPA assisted the Debtor prior to
the commencement of these proceedings, and it is anticipated that
they will continue to perform similar services as the Chapter 11
proceedings
progress.
The hourly rate to be charged by the Firm will be $185.00 -
$225.00.
The Firm does not hold any interest adverse to the estate, and the
firm, as well as its members, are disinterested persons, as defined
in 11 U.S.C. Sec. 101(14)2, according to court filings.
The firm can be reached through:
John P. Tangalos, CPA
Vlahantones & Tangalos, P.C.
43455 Schoenherr Rd #10
Sterling Heights, MI 48313
Phone: +1 586-323-1800
Email: john@vtcpas.net
About Richardson Acquisitions Group
Richardson Acquisitions Group, Inc. owns and operates a machine
shop in Walled Lake, Michigan.
Richardson Acquisitions Group, Inc. filed its voluntary petition
for relief under chapter 11 of the Bankruptcy Code () on June 4,
2019. In the petition signed by Mason Richardson, president, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Mark H. Shapiro, Esq. at STEINBERG
SHAPIRO & CLARK represents the Debtor as counsel.
Judge Maria L. Oxholm presides over the case.
RIVARD COMPANIES: Unsecureds to Get 50% Over 10 Years
-----------------------------------------------------
Rivard Companies, Inc., filed a Chapter 11 plan and accompanying
disclosure.
Class 5 Claim - Unsecured Claims are impaired. The Debtor estimates
that the total Claims in this Class 5 equals the sum of
approximately $3,480,000. Several of the Claims in this Class are
disputed by the Debtor who intends to pursue Claim Objections. The
payments described to the Class 5 creditors will represent full,
complete and total satisfaction of the Claims of the Class 5
creditors. The proposal in this Plan is to pay Unsecured Creditors
50% of their Allowed Claims, payable over ten (10) years in an
amount equal to 5% of each Allowed Claim per year. Payments will be
made in calendar years 2020 through 2029.
Class 4 Claim - Secured Claim of Village Bank are impaired. This
Class consists of the partially Secured Claim of Village Bank. The
Debtor has not entered into an adequate protection agreement with
Village Bank. Village Bank has filed a Claim, Claim No. 25, on
March 18, 2019, in the amount of $1,985,325.92. Village Bank has
valued its collateral in the amount of $200,000. The Debtor will
pay Village Bank $200,000 by making equal monthly payments with
interest at 5% per annum. The monthly payments will be in the
amount of $10,000. The payments will commence on the Effective
Date.
The Debtor intends to enter into a Leaseback arrangement for the
real estate which will substantially reduce the Debtor’s debt
service and operating expenses. The Debtor is pursuing a Plan of
Reorganization to continue operations subsequent to Court approval
of the Plan of Reorganization. The Debtor has a total asset with a
Liquidating Value of $769,543.29.
A full-text copy of the Disclosure Statement dated July 1, 2019, is
available at https://tinyurl.com/y3e7raq2 from PacerMonitor.com at
no charge.
Counsel to the Debtor is Steven B. Nosek, Esq., in St. Anthony,
Minnesota.
About Rivard Companies
Rivard Companies, Inc., was established in 1989 as a tree removal
and trimming services provider. In 2003, Central Wood Products was
founded to sell a wide selection of natural, colored, and imported
mulch. Later in 2008, the Company grew with the introduction of
Gronomics, a line of wood products geared toward the home
gardeners.
Rivard Companies, Inc., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-43603) on Nov.
16, 2018. In the petition signed by CEO Michael Rivard, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities. The case is assigned to Judge William J. Fisher.
Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's
counsel.
The U.S. Trustee for Region 12 on Dec. 4 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Rivard Companies, Inc. Thomas Miller, Esq., as
its legal counsel.
ROCK SPRINGS: Court OK's Disclosures; Confirms Chapter 11 Plan
--------------------------------------------------------------
Bankruptcy Judge Ronald B. King issued an order approving Rock
Springs Energy Group, LLC's disclosure statement and confirming its
plan of reorganization.
The Court having heard evidence at the hearing, finds and concludes
that the Plan of Reorganization and Disclosure Statement was
properly transmitted or explained in open court, to Creditors,
equity security holders and parties in interest, whose, acceptance
is required by law, and that notice of this hearing was given to
all interested parties.
The Court, therefore, orders that the Plan as proposed has been
accepted in writing by a sufficient number of creditors and equity
holders whose acceptance is required by law and the Plan is
confirmed.
That except for the sums to be paid by the Debtor by wire transfer
to BH, INC., under Section 1 of the Compromise and Settlement
Agreement between Debtor and BH, INC., Paola Schroeder, is
appointed Disbursing Agent under the Plan, with authority to make
all disbursements and payments required by the Plan; provided,
however, that the Disbursing Agent and her agent will not be liable
for any action or failure to act hereunder in the absence of proof
of bad faith or gross negligence.
The Court also finds that the Compromise and Settlement Agreement
is fair and equitable and satisfies all of the elements set forth
in Protective Committee for Independent Stockholders of TMT Trailer
Ferry, Inc.
About Rock Springs Energy Group
Rock Springs Energy Group, LLC, operates a crude oil distillation
and storage tank facility in Rock Springs, Wyoming. The Company
was formed for the purpose of constructing modular technology
systems at key locations to convert readily available feeds into
high quality and highly marketable products. Its Wyoming Facility
project is designed to process up to 5,000 barrels per day of sweet
crude oil, condensate and related feeds available in Utah, Wyoming
and Colorado. The feeds are to be processed primarily into paint
solvents, marine diesel, and paraffinic oils.
Rock Springs Energy Group filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 18-52772) on Nov. 28, 2018. In the petition signed
by Alberto Schroeder, manager, the Debtor estimated $10 million to
$50 million in assets and liabilities. The Hon. Ronald B. King
oversees the case. The Debtor is represented by The Vasquez Law
Firm and Willis & Wilkins, LLP.
RUSSELL CLARK: Proposed Sale of Property Approved
-------------------------------------------------
Judge Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern
District of Oklahoma authorized Russell Scott Clark and Cheryn
Blair Clark to sell property.
A hearing on the Motion was held on July 3, 2019.
Russell Scott Clark and Cheryn Blair Clark sought Chapter 11
protection (Bankr. E.D. Okla. Case No. 18-81371) on Dec. 13, 2018.
SALVADOR CORDERO: Trustee's $1.5M Sale of Kihei Property Approved
-----------------------------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the District
of Hawaii authorized Richard A. Yanagi, the duly appointed and
Chapter 11 Trustee for the estate of Salvador Cacho Cordero, to
sell the interest of the Debtor and Ann Lou Cordero in real
property commonly referred to as 1764 S. Kihei Road, Kihei, Hawaii
to Julio and Lucy Shtanko for $1.5 million.
The sale is "as is," and free and clear of any and all
Encumbrances.
The Escrow is authorized to disburse sale proceeds on the terms set
forth in the Purchase Agreement, including: (i) any ordinary and
customary closing costs of sale including, standard seller's title
policy, real property taxes, conveyance tax, and recordation fees;
(ii) a commission of 5% to be split between the Trustee's realtor,
Moffett Properties, and Buyer’s realtor, Hawaii Life Real Estate
Brokers; (iii) the payment of the amounts owed to the secured
creditors, Susan Kuwada, trustee of the Susan Y. C. Kuwada
Revocable Trust dated Sept. 18, 2003, and (iii) the balance of
proceeds to be held in escrow pending further order of the Court.
The Order will (a) be effective, binding and enforceable
immediately upon entry, and (b) not be stayed pursuant to Rule
6004(h) of the Federal Rules of Bankruptcy Procedure.
Pursuant to Rules 2002, 6004 and 9014 of the Federal Rules of
Bankruptcy Procedure and Rule 54(b) of the Federal Rules of Civil
Procedure, the Court determines that there is no just reason for
delay and expressly directs that the Order will be entered as a
final judgment.
A copy of the APA attached to the Order is available for free at:
http://bankrupt.com/misc/Salvador_Cordero_261_Order.pdf
About Salvador Cacho Cordero
Salvador Cacho Cordero sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 17-01071) on Oct. 15, 2017. The Debtor tapped
Ramon J. Ferrer, Esq., at Law Office of Ramon J. Ferrer, as
counsel.
On Jan. 17, 2018, the Trustee was appointed as chapter 11 trustee
of the Debtor's estate.
On Jan. 22, 2018, the Court authorized the Trustee to employ Choi &
Ito as counsel.
On April 20, 2018, the Court authorized the Trustee to employ
Moffett Properties to assist the Trustee with marketing and selling
certain properties.
SANJAC SECURITY: Unsecureds to Get 50% of Net Profit Over 12 Months
-------------------------------------------------------------------
Sanjac Security, Inc., filed a small business Chapter 11 Plan and
accompanying disclosure statement.
CLASS 5 General Unsecured Creditors are impaired. The Reorganized
Debtor shall pay to the allowed unsecured creditors their pro-rata
share of 50% of the net profit for the previous year, in twelve
monthly payments beginning on September 15th of the year in which
the financial statement is mailed to these creditors. This payout
will not exceed five years, and at the end of the five-year Plan
term, the remaining balance owed, if any, to the allowed unsecured
creditors will be discharged.
CLASS 3(a) Harris County, et al are impaired. This amount will be
paid in full in 60 monthly installments of principal and interest
in the amount of $74.00 per month with the first payment due and
payable on the fifteenth day of the first month following 60 days
after the effective date of the plan. This creditor will retain all
liens until the debt is paid in full.
CLASS 3(b) Internal Revenue Service are impaired. This creditor
will be paid in full in 180 months at 6% interest beginning on the
first day of the first month following 60 days after the effective
date of the plan. This creditor will retain all liens until the
debt is paid in full. The monthly payment amount will be $735.00.
If the claim is amended the amended claim amount will be paid and
the payment adjusted.
CLASS 3(c) Texas Workforce Commission. This creditor will be paid
in full within 5 years of the petition date at 6.5% beginning on
the first day of the first month following 60 days after the
effective date of the plan. This creditor will retain all liens
until the debt is paid in full. The monthly payment will be
$408.00.
CLASS 3(d) Humble ISD. This creditor will be paid in full within 5
years of the petition date with 12.00% interest beginning on the
first day of the first month following 60 days after the effective
date of the plan. The monthly payment amount will be $122.00. This
creditor will retain all liens until the debt is paid in full.
CLASS 3(e) Harris Leasing Co. This lease will be assumed and
payments will be on-going.
CLASS 4(a) Internal Revenue Service are impaired. This priority
unsecured creditor will be paid in full in 180 months at 6%
interest beginning on the fifteenth day of the first month
following 60 days after the effective date of the plan. The monthly
payment amount will be $4,600.00. If the claim is amended, the
amended claim will be paid and the monthly payment will be
adjusted.
CLASS 4(b) Texas Comptroller are impaired. This creditor will be
paid in full within 60 months from the petition date including
6.50% interest. The first monthly payment will be due and payable
beginning on the first day of the first month following 60 days
after the effective date of the plan. The monthly payment will be
$4,080.00. Nothing in the Plan or Confirmation Order shall affect
the Texas Comptroller of Public Accounts' setoff rights.
CLASS 4(c) Chris Rodriguez, Horace Davis, Ivana Castillo,
Jacqueline Fields, Joshua Bennett, Richard Bertram, Shaquille
Williams, Shemeka White and Tamara Frazier are impaired. These
employees will be paid the principal amount of their claims on the
effective date of the plan since they are such small amounts.
CLASS 6 Insiders. No payments other than compensation for insiders
will be paid during the Plan term.
This Plan of Reorganization will be funded by the Reorganized
Debtor through future cash receipts and income from the business
activities of the Debtor.
A full-text copy of the Disclosure Statement dated July 1, 2019, is
available at https://tinyurl.com/y4kwylay from PacerMonitor.com at
no charge.
About Sanjac Security Inc.
Based in Humble, Texas, Sanjac Security, Inc., formerly filed a
Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-31008) on Feb.
24, 2015.
Sanjac Security again filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 18-36350) on Nov. 8, 2018. The case is assigned to Judge
Jeff Bohm. The Debtor hired Margaret M. McClure, Esq., as its
bankruptcy counsel.
The Office of the U.S. Trustee on Dec. 18 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Sanjac Security, Inc.
SCOTTY'S HOLDINGS: Hires Key Auctions LLC as Auctioneer
-------------------------------------------------------
Scotty's Thr3e Wise Men Brewing Company, LLC, seeks authority from
the U.S. Bankruptcy Court for the Southern District of Indiana to
employ Key Auctions LLC for the limited purpose of assisting the
Debtor in marketing and selling the Debtors' assets.
The Debtor proposes to hold the Entireties Auction on August 1,
2019 at the Premises, at which time the highest offer will be
presented to the Debtor for acceptance. At the Entireties Auction,
the Debtor will select the winning bid. If there is no Successful
Bid or Successful Bidder at the Entireties Auction, then the Debtor
will hold the Piecemeal Auction also at the Premises on August 14,
2019 at which the Equipment and License will be sold in appropriate
lots to, likely, multiple parties.
In exchange for auction services, Key Auctions shall be paid a
commission according to the auction contract as follows: 5% (of the
Assets sold) seller premium and 10% buyers premium in the
Entireties Auction with an additional $4,500 marketing expense; 10%
(of the Assets sold) seller premium and 15% buyers premium in the
Piecemeal Auction with an additional $2,000 marketing expense. If
there is no acceptable bid from the Entireties Auction, the $4,500
in marketing expense gets added to Piecemeal Auction for payment
from its proceeds.
Seth Seaton, President of Key Auctions LLC, assures the court that
his firm is a disinterested party and does not have an adverse
relationship to this case.
The auctioneer can be reached at:
Seth Seaton
Key Auctions LLC
5520 South Harding Street,
Indianapolis, IN 46217
Phone: +1 (855) 353-1100
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 Chapter
11 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.
The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC,
as attorneys.
SEED TO SCALE: U.S. Trustee Objects to Disclosure Statement
-----------------------------------------------------------
The Acting United States Trustee, Gregory M. Garvin, objects to the
Disclosure Statement explaining the Chapter 11 Plan filed by Seed
to Scale Inc.
The U.S. Trustee complains that the debtor bears the ultimate
burden of establishing a disclosure statement contains sufficient
"adequate information" in compliance with Section 1125 of the
Bankruptcy Code.
The U.S. Trustee points out that the Disclosure Statement does not
identify whether the principal owner making this contribution will
be Ms. Crawford or whether it will be Mr. Ainsworth.
The U.S. Trustee complains that the Disclosure Statement's failure
to consistently identify the Lake Haven, LLC claim as either
contested or uncontested, and the failure to clarify the treatment
of the Bohnert/Blaze claim makes it difficult for the Debtor's
creditor body to assess the viability of the Debtor's
reorganization and warrants a disapproval of the Disclosure
Statement for failure to provide creditors with adequate
information under Section 1125(a).
About Seed to Scale Academy
Seed to Scale Academy LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Alaska Case No. 19-00046) on Feb. 14,
2019. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000. The
case is assigned to Judge Gary Spraker. The Debtor tapped Beaty &
Draeger Ltd. as its legal counsel.
SERES THERAPEUTICS: BlackRock Lowers Stake to 3% as of June 30
--------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of June 30, 2019, it
beneficially owns 2,323,332 shares of common stock of Seres
Therapeutics, Inc., representing 3.3 percent of the shares
outstanding. As of Dec. 31, 2018, BlackRock beneficially owned
2,256,858 Common Shares or 5.5% equity stake. A full-text copy of
the regulatory filing is available for free at:
https://is.gd/rN0k0G
About Seres Therapeutics
Seres Therapeutics, Inc. (Nasdaq: MCRB) --
http://www.serestherapeutics.com/-- is a microbiome therapeutics
platform company developing a novel class of biological drugs that
are designed to treat disease by restoring the function of a
dysbiotic microbiome, where the state of bacterial diversity and
function is imbalanced. Seres' SER-287 program has obtained Fast
Track and Orphan Drug designation from the U.S. Food and Drug
Administration and is being evaluated in a Phase 2b study in
patients with active mild-to-moderate ulcerative colitis. Seres'
SER-109 program has obtained Breakthrough Therapy and Orphan Drug
designations from the FDA and is in Phase 3 development for
recurrent C. difficile infection. Seres is also developing SER-401
in a Phase 1b study in patients with metastatic melanoma.
Seres Therapeutics incurred a net loss of $98.94 million in 2018
following a net loss of $89.38 million in 2017. As of March 31,
2019, Seres Therapeutics had $107.04 million in total assets,
$176.87 million in total liabilities, and a total stockholders'
deficit of $69.83 million.
PricewaterhouseCoopers LLP, in Boston, Massachusetts, the Company's
auditor since 2014, issued a "going concern" opinion in its report
dated March 6, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has incurred losses and negative cash flows from operations
since its inception that raise substantial doubt about its ability
to continue as a going concern.
SILVERADO STAGES: Aug. 14 Plan Confirmation Hearing
---------------------------------------------------
The Disclosure Statement explaining the Chapter 11 Plan of
Silverado Stages, Inc., et al., is approved.
The Confirmation Hearing will be held on August 14, 2019 at 10:00
a.m., in Courtroom 702 at the U.S. Bankruptcy Court, 230 N. First
Avenue, Phoenix, AZ. The objection must be filed by August 7,
2019.
Attorney for the Debtor is Michael A. Jones, Esq., Philip J. Giles,
Esq., Cody D. Vandewerker, Esq., and David B. Nelson, Esq., at
Allen Barnes & Jones, PLC, in Phoenix, Arizona.
About Silverado Stages
Headquartered in Phoenix, Arizona, Silverado Stages, Inc. --
https://silveradostages.com/ -- with 10 locations on the West
Coast, is a federally licensed motor carrier and operates as a
Public Stage under California DOT authority. The company is
additionally certified as a U.S. Department of Defense motor
carrier to provide transportation for the military and by the CHP
as a School Pupil Activities Bus (SPAB) operator.
Silverado Stages was founded in 1987 and has had the most diverse
background in passenger operations. It operates a diverse fleet of
over 300 passenger vehicles, over 60 of which are ADA compliant.
It currently operates from terminals in San Luis Obispo,
Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las
Vegas.
Silverado Stages and seven of its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case
No. 18-12203) on Oct. 5, 2018.
In the petitions signed by James Galusha, chairman, Silverado
Stages estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.
The Debtor hired Sonoran Capital Advisors, LLC, and appointed the
firm's managing director Matthew Foster as chief restructuring
officer. Allen Barnes & Jones, PLC, is the Debtor's legal counsel.
SINCLAIR BROADCAST: Moody's Confirms Ba3 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service confirmed the Ba3 corporate family rating
and Ba3-PD probability of default ratingof Sinclair Broadcast
Group, Inc.. Concurrently, Moody's confirmed the Ba1 rating on the
senior secured bank credit facilities and the B1 rating on the
senior unsecured notes, both of which are issued at 100% owned
subsidiary Sinclair Television Group, Inc. Moody's assigned Ba1
ratings to the new senior secured facilities -- a $700 million term
loan and $650 million revolving credit facility. Moody's has also
affirmed Sinclair's speculative grade liquidity rating at SGL-2.
The outlook is stable.
The rating actions conclude the review initiated on May 7, 2019 at
the time of Sinclair's announcement that it had entered into a
definitive agreement with Walt Disney Company (The) ("Disney", A2
stable) to acquire 21 regional sports networks (RSNs) and Fox
College Sports - which are being sold as part of Disney's
acquisition of 21st Century Fox America, Inc's entertainment assets
- for $9.6 billion.
Given SBGI will consolidate the RSN operations (rated under Diamond
Sports Group, LLC ("Diamond") (Ba3 stable)) Moody's will shortly
withdraw the CFR, PDR, SGL and outlook of SBGI and reassign them at
the STGI level.
Assignments:
Issuer: Sinclair Television Group, Inc
Gtd Senior Secured Term Loan B, Assigned Ba1 (LGD2)
Gtd Senior Secured Revolving Credit Facility, Assigned Ba1
(LGD2)
Confirmations:
Issuer: Sinclair Broadcast Group, Inc.
Corporate Family Rating, Confirmed at Ba3
Probability of Default Rating, Confirmed at Ba3-PD
Issuer: Sinclair Television Group, Inc
Senior Secured Term Loan B, Confirmed at Ba1 (LGD2)
Senior Secured Revolving Credit Facility, Confirmed at Ba1
(LGD2)
Senior Unsecured Global Notes, Confirmed at B1 (LGD5)
Gtd Senior Unsecured Global Notes, Confirmed at B1 (LGD5)
Affirmations:
Issuer: Sinclair Broadcast Group, Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-2
Outlook Actions:
Issuer: Sinclair Broadcast Group, Inc.
Outlook, Changed To Stable From Rating Under Review
Issuer: Sinclair Television Group, Inc
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The confirmation of the Ba3 CFR reflects Moody's expectations that,
with the added $700 million of debt to be raised at STGI, pro-forma
2019 leverage (Moody's-adjusted and on a two-year EBITDA average
basis) is expected to be around 5.1x which is still within Moody's
previously stated leverage guidance of 4.25x to 5.5x for the
current rating level. The confirmation of the ratings also reflects
the separation between STGI and Diamond with no cross default or
guarantee from one group to the other.
Sinclair's Ba3 rating continues to reflect the company's strong
position within the US broadcasting industry which continues to
grow at a healthy mid-single digit rate supported by retransmission
fee increases more than offsetting softness in national TV
advertising demand. Sinclair is also well positioned to benefit
from political TV advertising spend which is expected to reach
record levels in the run-up to the 2020 US presidential election.
As part of the transaction, SBGI will provide a guarantee of
collection (subordinated to all debt) to around $1 billion of
preferred shares held at Diamond's parent, Diamond Sports Holdings
LLC. Given Diamond's credit profile and cash flow generation
ability, Moody's assumptions do not currently incorporate any
liability stemming from that guarantee in its forecast for the STGI
business. However, should Diamond's credit profile deteriorate
materially, Moody's might, at that point, incorporating the
guarantee as an additional liability in its assessment of STGI's
rating.
Sinclair's liquidity profile is good. Despite funding $700 million
of the acquisition via its own cash balance, the company will
retain around $100 million of cash on hand post-transaction and a
fully undrawn and recently upsized $650 million revolving credit
facility (RCF) which will have a springing first lien leverage
covenant, tested from 35% utilization and above, and set at 4.5x.
Moody's expects Sinclair to generate around $300 million of free
cash flow in 2019 and around $820 million in 2020 (boosted by the
presidential election). The company has a good maturity profile
with its next maturity in April 2021, when $600 million of senior
unsecured notes come due.
Sinclair's Ba3-PD PDR is in line with its CFR and reflects an
assumption of a 50% mean family recovery rate at default, as is
customary for debt capital structures with a mix of secured and
unsecured instruments. The Ba1 rating on the company's senior
secured facilities, two notches above the CFR reflect their
priority ranking in the debt-claim waterfall relative to the
unsecured notes. The B1 rating on the company's senior unsecured
notes, one notch below the CFR, reflects their second ranking
priority and the large amount of senior debt ranking ahead of
them.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects Moody's expectations that Sinclair will
continue to operate within a leverage range commensurate with its
Ba3 rating and that the company will continue to have good
liquidity.
WHAT COULD CHANGE THE RATING UP/DOWN
Ratings could be upgraded if leverage (Moody's adjusted and on a
two-year average) were sustained comfortably below 4.25x and free
cash flow to debt (Moody's adjusted) were to be maintained above
10%. A positive rating action would also be contingent on
maintaining good liquidity.
Ratings could be downgraded if leverage (Moody's adjusted and on a
two-year average) were to exceed 5.5x, or free cash flow-to-debt
(Moody's adjusted) were to fall below 5%. Deterioration in the
company's liquidity could also put pressure on the ratings.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Sinclair Broadcast Group, Inc., headquartered in Hunt Valley, MD
and founded in 1986, is a leading US television broadcaster. As of
31 December 2018, the company owns and operates 191 television
stations across 89 markets, broadcasting more than 600 channels
across the US The station group reaches approximately 25% of the US
population (taking into account the UHF discount). The affiliate
mix is diversified across primary and digital sub-channels
including ABC, CBS, NBC, and Fox. The company also owns a local
cable news network in Washington D.C., four radio stations and the
Tennis Channel. Members of the Smith family exercise control over
most corporate matters with four of the nine board seats and
approximately 77% of voting rights (through the dual class share
structure). Consolidated net revenue for the 12 months ended
December 31, 2018 was approximately $3.1 billion.
SINCLAIR BROADCAST: S&P Alters Outlook to Pos., Affirms 'BB-' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Sinclair Broadcast Group Inc. (SBG) because pro forma leverage
remains below its 5.5x downgrade threshold. S&P revised the outlook
to positive from stable because it believes the company can improve
leverage below 4.5x over the next year and may be committed to
keeping it below that level on a sustained basis.
S&P said, "We assigned a 'BB-' issuer credit rating to SBG
subsidiaries Sinclair Television Group Inc. (STG, the owner of the
existing television and broadcast assets) and Diamond Sports Group
LLC (DSG, the expected owner of the RSNs).
"At the same time, we assigned a 'BB+' issue-level rating and '1'
recovery rating to STG's proposed senior secured $650 million
revolving credit facility and $700 million term loan.
"We also assigned a 'BB' issue-level rating and '2' recovery rating
to DSG's proposed senior secured debt (including a $650 million
revolving credit facility, $3.3 billion term loan, and $2.6 billion
of notes) and a 'B' issue-level rating and '6' recovery rating to
DSG's proposed $2.3 billion senior unsecured notes.
"The outlook revision reflects our view that Sinclair can improve
average trailing-eight-quarters leverage to 4.2x-4.4x in 2020
through a combination of EBITDA growth and debt repayment. We
expect the company will generate nearly $1.5 billion of
discretionary cash flow in 2020 (given healthy pro forma EBITDA
margins in the mid-30% area and relatively low capital requirements
of about 2% of revenue), which we believe it will primarily use to
pay down debt. Furthermore, DSG will have its own capital structure
to facilitate potential future equity partnerships. If the company
uses equity investments to lower the amount of preferred stock
outstanding, Sinclair's leverage could improve more quickly than
our base case forecast (since we include the principal amount of
the preferred stock in our debt calculation)."
The positive outlook reflects the potential for a higher rating
over the next year if the company improves leverage below 4.5x and
commits to maintaining it below that level on a sustained basis.
S&P said, "We could raise the rating if leverage improves below
4.5x and management makes a public commitment to keep it there,
even with the potential for debt-funded acquisitions. An upgrade
would also require our belief that modest subscriber declines will
not accelerate and that margins will remain stable.
"We could revise the outlook to stable if leverage remains above
4.5x over the next year, potentially due to issues integrating the
RSNs, additional debt-funded acquisitions, or an economic downturn
that causes advertisers to pull back on television advertising."
SOUTHWEST LOUISIANA HOSPITAL ASSN: S&P Rates 2019 Rev. Bonds 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term rating to the
Calcasieu Parish Memorial Hospital Service District, La.'s $110
million series 2019 revenue bonds, issued for the Southwest
Louisiana Hospital Assn., which does business as Lake Charles
Memorial Hospital (LCMH). The outlook is stable.
The fixed-rate bonds will be used to refinance the hospital's
series 2007 bonds, as well as all of its existing parity direct
placement debt, which includes the series 2014, 2015, 2015A, and
2017 bonds. In addition, the issuance will raise about $17 million
for future construction and reimburse the hospital for just under
$7 million in prior spending; the funds cover various capital
projects across the organization.
"The rating reflects our view of LCMH's leading position within the
Lake Charles region, garnering about 50% of inpatient admissions
within its primary service area of Calcasieu Parish," said S&P
Global Ratings credit analyst Patrick Zagar. The area is seeing
significant capital investment in the energy sector, with strong
employment growth projected over the coming years expected to
support the hospital's growing patient volumes. Over the past
decade, hospital leadership has invested significant capital in the
organization's facilities, such as expanding its emergency
department and intensive care unit and opening the 42-licensed-bed
Archer Institute for behavioral health, while also growing the
employed physician base operating under the Memorial Medical
Group.
The stable outlook reflects LCMH's healthy operating margin
baseline with recent pro forma MADS coverage above 3x--both metrics
are of investment-grade caliber. The outlook is also supported by
the hospital's leading business position and sound volumes, as well
as S&P's expectation that unrestricted reserves will grow
incrementally over the coming years. The Lake Charles region's
projected growth also underpins the stable outlook.
SPARK TOURISM: Moody's Raises $63.4MM Tax Revenue Debt to Ba2
-------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 on Sparks
Tourism Improvement District No. 1 (TID), NV's outstanding sales
tax anticipation revenue bonds. The upgrade affects $63.4 million
in outstanding special tax revenue debt. The district's outlook is
stable.
RATINGS RATIONALE
The upgrade to Ba2 reflects that the bonds are no longer expected
to default even without future growth in pledged sales taxes. The
upgrade also reflects the continued annual growth in revenue that
has considerably improved yearly debt service coverage. The rating
also considers that full payment of escalating annual debt service
is projected without draws on the debt service reserve fund through
2027, while the cash-funded reserve fund is expected to be used to
fund the final maturity in 2028.
RATING OUTLOOK
The stable outlook reflects its expectation that the current level
of pledged receipts will fully cover annual debt service with the
beneficial impact of continued in-fill growth in the project's
tenant mix. The outlook also incorporates its expectation of no
debt service reserve draws in the near-term given continued growth
in pledged sales taxes.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Sustained trend of revenue increases leading to improved debt
service coverage
- Significant and sustained commercial expansion within project
area
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Diminished tax receipts resulting in an inability to cover
annual debt service
- Loss of project area tenants that materially impacts the
district's sales tax receipts
LEGAL SECURITY
The bonds are secured by a senior lien pledge of 75% of sales tax
revenues generated within the district through FY2028, net of an
administration fee of 1.75%. Pledged sales taxes are subject to
potential statutory impairment in 2028.
The bonds were authorized under Nevada's Tourism Improvement
District Law of 2005 that enabled creation of the district by the
City of Sparks in 2007. Under statute, the preponderance of sales
tax collections within the district must be attributable to tourism
activity, subject only to a prior one-time certification.
USE OF PROCEEDS
Not applicable.
PROFILE
The Sparks Tourism Improvement District No. 1 is located in the
City of Sparks (A2) which is located in the Washoe County (Aa2
stable) in the western part of Nevada and shares a border with the
City of Reno (A1 positive). The city covers 42.9 square miles and
serves 100,140 people while the district consists of a retail,
dining and entertainment development called The Outlets at Legends.
SRAM LLC: S&P Raises ICR to 'BB-' on Better Operating Performance
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Chicago-based
bicycle parts manufacturer SRAM LLC to 'BB-' from 'B+', and its
issue-level rating on the company's senior secured credit facility
to 'BB-' from 'B+'. The recovery rating remains '3'.
The rating actions follow SRAM's announcement that it is seeking a
$150 million term loan add-on to fund a $150 million distribution
to shareholders. The upgrade primarily reflects SRAM's revised
financial policy of maintaining leverage below 3x, according to
S&P.
S&P said, "We believe this transaction illustrates SRAM's decision
to limit its leverage policy to up to 3x adjusted debt to EBITDA.
We believe SRAM's founders and management team decided against
pursuing a larger distribution to shareholders because of
potentially periodic significant future operating volatility in the
company's markets and supply chain. As a result, this transaction
increases our confidence that SRAM can sustain leverage below our
4x maximum threshold at the current 'BB-' rating and withstand
potentially significant operating variability.
"The stable outlook reflects our expectation for order volumes and
EBITDA to continue to improve this year, and for good EBITDA
coverage of interest expense, around 7x, through 2020. Furthermore,
we believe that the company will continue to dedicate most of its
available free cash flow to paying down debt, resulting in leverage
below 3x. However, further ratings upside is unlikely at this time,
given the company's tolerance for leverage of up to 3x and high
potential future operating volatility.
"We could lower the rating if revenue and EBITDA volatility
increases, to where we believe the company will not be able to
sustain leverage below 4x.
Although unlikely, we would consider higher ratings if the company
continues utilizing excess free cash flow for voluntary debt
repayment, if OEM and aftermarket volumes continue to grow, or we
become confident that revenue and EBITDA growth can keep
lease-adjusted leverage comfortably below our 3x upgrade threshold,
incorporating potentially high volatility in the business,
potentially large acquisitions, or future leveraging
distributions."
ST. JUDE NURSING: Private Sale of Livonia Property Approved
-----------------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern
District of Michigan authorized St. Jude Nursing Center, Inc.'s
private sale of the real property commonly known as 34350 Ann Arbor
Trail, Livonia, Michigan, together with all improvements located
thereon and all rights and appurtenances thereto, to Livonia
Healthcare Real Estate, LLC for a purchase price equal to all real
property taxes then due and owing against the Property.
The sale is free and clear of all Liens and Interests, with any
such Liens or Interests to attach to the net proceeds of the Sale
Transaction.
Notwithstanding anything to the contrary above or elsewhere in the
Order, the proceeds of the Sale Transaction must be paid (i) first
to the Wayne County Treasurer in satisfaction of all real property
taxes due and owing on the Real Estate to Wayne County as of the
Closing Date, (ii) second to the City of Livonia in satisfaction of
all real property taxes due and owing on the Real Estate to the
City of Livonia as of the Closing Date, and (iii) with any
remaining proceeds to be paid to holders of Liens on the Real
Estate in accordance with the priority of such Liens.
The Purchaser will not be required to assume any collective
bargaining agreement to which Debtor is a party or be liable for
any claims demands or liability of any kind or nature arising out
of the Collective Bargaining Agreements including but not limited
to any provision contained in the Collective Bargaining Agreements
purporting to impose liability on the Purchaser for not assuming
any Collective Bargaining Agreement.
For the reasons set forth in the Motion, time is of the essence
with respect to the Sale Transaction and, therefore, for good cause
shown, the stay under Bankruptcy Rule 6004(h) will not apply to the
Sale Transaction.
About St. Jude Nursing
St. Jude Nursing Center is a privately owned and licensed long-term
skilled nursing facility located at 34350 Ann Arbor Trail, Livonia,
Michigan 48150. The Facility consists of 64 licensed beds, located
within the Debtor-owned facility. The Facility offers services
such as skilled nursing care, hospice care, Alzheimer's and
dementia patient care, physical rehabilitation, tracheal and
enteral services, wound care, and short-term respite care. The
Company previously sought bankruptcy protection on Feb. 18, 2016
(Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr.
E.D. Mich. Case No. 12-43956).
St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented
by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the
petition signed by Bradley Mali, president, the Debtor estimated
$500,000 to $1 million in assets, and $1 million to $10 million in
liabilities as of the bankruptcy filing.
STEARNS HOLDINGS: Files for Chapter 11 With Blackstone Deal
-----------------------------------------------------------
Stearns Holdings, LLC, the parent company of residential mortgage
lending services provider Stearns Lending, LLC, has reached an
agreement with its majority equity holder, funds affiliated with
Blackstone(NYSE: BX), on the terms of a comprehensive financial
restructuring plan.
This plan is expected to significantly reduce the Company's
outstanding debt, continue Stearns' operations and preserve the
jobs of its employees, and better position the Company for
long-term success. To implement the restructuring, Stearns and
certain of its subsidiaries on June 9, 2019, filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.
Through this restructuring, Blackstone has agreed to serve as plan
sponsor and contribute substantial new capital to Stearns in return
for acquiring substantially all of the ownership of the Company.
The Company will also have the opportunity to consider proposals
from any third party that chooses to offer even more value to the
Company. Blackstone has been an investor in Stearns since August
2015, when funds managed by the private equity group of Blackstone
acquired a majority stake in Stearns Holdings. The company's debt,
which would be restructured through this process, was in place
prior to Blackstone's investment.
Stearns is operating as normal and its approximately 2,700
employees are focused on providing customers the high-quality
service they expect from the Company. Stearns' joint venture and
preferred partner entities are not subject to the Chapter 11
filings and continue to operate in the ordinary course of
business.
"The action we are taking today is the next step in our efforts to
reposition Stearns for future growth opportunities and enhanced
profitability," said David Schneider, Chief Executive Officer of
Stearns Lending. "We have taken deliberate and proactive actions
to reduce costsand refocus on our core businesses. We are now
undertaking a comprehensive financial restructuring with the goal
of moving forward in a stronger financial position. As a long-term
investor in the Company, Blackstone knows our business well. They
share our confidence in Stearns' future prospects and are dedicated
to supporting us through this transition. Their desire to continue
their relationship and ongoing commitment to our business,
employees and partners demonstrates their belief that we will come
out of this process stronger than before."
Mr. Schneider added, "As we move forward, we remain firmly
committed to our mission of helping homebuyers find the best loans
for their current and future needs. I want to thank Stearns
employees for their hard work and dedication to serving our
customers and enabling them to reach their goals and achieve their
dreams."
In conjunction with the restructuring, Blackstone has pledged $60
million in new money investment in its role as plan sponsor and has
committed to provide up to $35 million in "debtor in possession"
financing. Upon approval by the Bankruptcy Court, this financing,
combined with cash generated from the Company's ongoing operations,
will be available as needed to support the business during the
court-supervised restructuring process.
Additionally, as of July 8, 2019, Stearns has secured firm
commitments of $1.5 billion from its warehouse providers.
Blackstone will provide warehouse lenders with a limited first-loss
guarantee.
Stearns has filed a number of customary motions seeking court
authorization to continue to support its business operations during
the court-supervised process, including the continued payment of
employee wages, salaries and health benefits as well as the
continuation of all programs in support of the Company's customers
and business partners. The Company expects to receive Court
approval for these requests. The Company intends to pay suppliers
and vendors in full under normal terms for goods and services
provided on or after the Chapter 11 filing date.
About Blackstone
Blackstone is one of the world's leading investment firms. Its
asset management businesses, with $512 billion in assets under
management, include investment vehicles focused on private equity,
real estate, public debt and equity, non-investment grade credit,
real assets and secondary funds, all on a global basis. Its web
site is http://www.blackstone.com/and is on Twitter @Blackstone
About Stearns Holdings
Stearns Lending, LLC is a provider of mortgage lending services in
Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent
and Financial Institutions sectors throughout the United States.
Stearns Lending is an equal housing lender and is licensed to
conduct business in 49 states and the District of Columbia.
Additionally, Stearns Lending is an approved HUD (United States
Department of Housing and Urban Development) lender; a Single
Family Issuer for Ginnie Mae (Government National Mortgage
Association); an approved Seller/Servicer for Fannie Mae (Federal
National Mortgage Association); and an approved Seller/Servicer for
Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns
Lending is also approved as a VA (United States Department of
Veterans Affairs) lender, a USDA (United States Department of
Agriculture) lender, and is an approved lending institution with
FHA (Federal Housing Administration). Stearns Lending is located
at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707.
Stearns Holdings, LLC and six subsidiaries, including Stearns
Lending, LLC, each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-12226) on July 9, 2019.
Stearns estimated assets of $1 billion to $10 billion and
liabilities of the same range as of the bankruptcy filing.
Stearns' cases have been assigned to the Honorable Shelley C.
Chapman.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
advisor to Stearns, PJT Partners is serving as its financial
advisor and Alvarez & Marsalis serving as its restructuring
advisor. Prime Clerk LLC is the claims and noticing agent,
maintaining the sites https://cases.primeclerk.com/stearns and
http://www.stearnsrestructuring.com/
SUNESIS PHARMACEUTICALS: Granted 180-Day Extension by Nasdaq
------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., received on July 9, 2019, a letter
from the Listing Qualifications Department notifying the Company
that in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company has been granted an additional 180 calendar days, or until
Jan. 6, 2020, to regain compliance with the minimum $1.00 per share
requirement for continued inclusion on The Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2). If, at any time before
Jan. 6, 2020, the bid price of the Company's common stock closes at
$1.00 or more for a minimum of ten consecutive business days as
required under Nasdaq Listing Rule 5810(c)(3)(A), unless the Staff
exercises its discretion to extend this ten-day period pursuant to
Nasdaq Listing Rule 5810(c)(3)(F), the Staff will provide written
notification to the Company that it complies with the Rule.
If the Company does not regain compliance with the Rule by Jan. 6,
2020, the Staff will provide written notification to the Company
that its common stock will be subject to delisting. At that time,
the Company may appeal the Staff's delisting determination to a
Nasdaq Hearings Panel. The Company would remain listed pending the
Panel's decision. There can be no assurance that, if the Company
does appeal the delisting determination by the Staff to the Panel,
that such appeal would be successful.
The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements.
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com-- is a biopharmaceutical company
developing new targeted therapeutics for the treatment of
hematologic and solid cancers. The Company is focused on advancing
its novel kinase inhibitor pipeline, with an emphasis on its oral
non-covalent BTK inhibitor vecabrutinib. Vecabrutinib is currently
being evaluated in a Phase 1b/2 study in adults with chronic
lymphocytic leukemia and other B-cell malignancies that have
progressed after prior therapies. The Company's proprietary PDK1
inhibitor SNS-510 is in preclinical development. PDK1 is a master
kinase that activates other kinases important to cell growth and
survival including members of the AKT, PKC, RSK, and SGK families.
Sunesis is exploring strategic alternatives for vosaroxin, a
late-stage investigational product for relapsed or refractory AML.
Sunesis also has an interest in the pan-RAF inhibitor TAK-580 which
is licensed to Takeda. TAK-580 is in a clinical trial for pediatric
low-grade glioma.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of March 31, 2019, the
Company had $27.75 million in total assets, $10.66 million in total
liabilities, and $17.08 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
SUNESIS PHARMACEUTICALS: Reports Cash & Cash Equivalents Estimate
-----------------------------------------------------------------
Sunesis Pharmaceuticals, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on a preliminary
unaudited basis, the Company estimates that its cash and cash
equivalents as of June 30, 2019 was approximately $17.7 million.
The estimate is a preliminary estimate based on currently available
information and does not present all necessary information for a
complete understanding of the Company's financial condition as of
June 30, 2019 or its results of operations for the three and six
months ended June 30, 2019.
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com/-- is a biopharmaceutical company
developing new targeted therapeutics for the treatment of
hematologic and solid cancers. The Company is focused on advancing
its novel kinase inhibitor pipeline, with an emphasis on its oral
non-covalent BTK inhibitor vecabrutinib. Vecabrutinib is currently
being evaluated in a Phase 1b/2 study in adults with chronic
lymphocytic leukemia and other B-cell malignancies that have
progressed after prior therapies. The Company's proprietary PDK1
inhibitor SNS-510 is in preclinical development. PDK1 is a master
kinase that activates other kinases important to cell growth and
survival including members of the AKT, PKC, RSK, and SGK families.
Sunesis is exploring strategic alternatives for vosaroxin, a
late-stage investigational product for relapsed or refractory AML.
Sunesis also has an interest in the pan-RAF inhibitor TAK-580 which
is licensed to Takeda. TAK-580 is in a clinical trial for
pediatric low-grade glioma.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of March 31, 2019, the
Company had $27.75 million in total assets, $10.66 million in total
liabilities, and $17.08 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
TAPZ LLC: Aug. 16 Plan Confirmation Hearing
-------------------------------------------
The disclosure statement explaining the Chapter 11 Plan of TAPZ,
LLC, is conditionally approved.
The hearing on the disclosure statement and confirmation of the
plan will be held on August 16, 2019 at 11:30 AM, in Bend Juvenile
Justice Building, Dennis Maloney Community Justice Center, 63360 NW
Britta Street, Building 1, Bend, OR 97701.
Objections to the proposed disclosure statement or plan must be
filed and served no later than 7 days before the hearing date set.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y2nctwpu from PacerMonitor.com at no charge.
About TAPZ LLC
Bases in Bend, Oregon, TAPZ, LLC, sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 18-33466)
on Oct. 4, 2018. In the petition signed by Dennis Loveless,
manager, the Debtor estimated less than $50,000 in assets and less
than $500,000 in liabilities. The Debtor tapped Michael D. O'Brien
& Associates, P.C., as its counsel.
TC3 FOUNDATION: S&P Cuts 2013A Bond Rating to 'CC'; Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Tompkins
Cortland Community College Foundation (TC3 Foundation Inc.), N.Y.'s
series 2013A tax-exempt revenue bonds to 'CC' from 'B-'. The
outlook is negative.
"The outlook is negative due to the possibility that the foundation
will not make a scheduled principal payment within its 10 day grace
period," said S&P Global Ratings credit analyst Charlene
Butterfield. "Should the foundation make its payment within its
stated grace period, in our view, uncertainty remains regarding the
foundation's ability to make its subsequent scheduled debt service
payment on Jan. 1, 2020."
The foundation is a 501(c)(3) organization affiliated with Tompkins
Cortland Community College (TC3; not rated).
On July 1, 2019, the foundation did not make its scheduled
principal payment, but did pay interest of $903,250. While the
foundation did not pay combined principal and interest in full when
due, it has a 10 day grace period in which to pay the bonds before
the non-payment is considered an event of default. S&P understands
that bondholders are working with management to identify long-term
solutions to debt service payment, including a potential
forbearance agreement. In the meantime, the trustee, in
consultation with bondholders, will defer from transferring moneys
on deposit in the debt service reserve fund to make the principal
payment that was due on July 1, 2019, to preserve options for the
bondholders. S&P will see if the foundation makes its payment in
full within the 10 day grace period.
S&P said, "The negative outlook reflects our opinion of TC3
Foundation's ability and willingness to pay the scheduled principal
payment for July 1, 2019, within its stated grace period.
"Should the trustee fail to pay the scheduled principal payment
within the stated grace period, or strike a forbearance agreement
with bondholders, we expect to lower the rating on the foundation's
debt to 'D'.
"Should the trustee pay the principal payment within the stated
grace period and reach a forbearance agreement with bondholders, we
do not expect to consider a revision to stable outlook unless the
foundation pays its scheduled January 2020 debt service payment on
time and in full."
TIMBERLINE FOUR: $72K Sale of Ski Making Equipment Approved
-----------------------------------------------------------
Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Timberline Four Seasons
Resort Management Co., Inc.'s sale of the ski making equipment to
SMI Snow Makers, Inc. for $72,000.
The sale is free and clear of liens, encumbrances, interests and
claims.
At the time of the Order or within five days thereafter, the Buyer
will remit the proceeds of the sale as set forth in the Motion and
based on the directions provided by First United and First
Insurance Funding.
The stay provisions set forth in Federal Rule of Bankruptcy
Procedure 6004(h) are waived and closing may occur immediately.
About Timberline Four Seasons
Resort Management Company
Timberline Four Seasons Resort is a family owned and operated
company celebrating our 30th skiing year in the Allegheny Mountains
of Davis, West Virginia. Timberline Four Seasons Resort filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Pa. Case No. 19-12775) on April 30, 2019. Albert A. Ciardi,
III, at Ciardi Ciardi & Astin, P.C., is the Debtor's counsel.
TRULY FIT: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Truly Fit Studio, Inc., according to court dockets.
About Truly Fit Studio Inc.
Truly Fit Studio Inc., a privately held company in Tampa, Fla.,
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-05436) on June 7, 2019, listing under
$1 million in both assets and liabilities. Buddy D. Ford, P.A., is
the Debtor's legal counsel.
UNITED METHODIST: Unsecureds to Get $4,100 Per Month for 160 Months
-------------------------------------------------------------------
The United Methodist Village, Inc., filed a Chapter 11 Plan and
accompanying Disclosure Statement.
Class 2 - United States Department of Agriculture, which holds a
claim secured by the real estate located at 2101 James Street,
Lawrenceville, Illinois, shall be paid according to the terms of
the original contract. The current monthly payment is $13,260.00
and the payments will continue according to the adequate protection
order previously entered in this case. The original agreement
provided that the Debtors establish an escrow account equal to 12
monthly payments, or $159,120.00. The Debtors shall be funding the
escrow account at a rate of 120 consecutive monthly payments of
$1,326.00. The first monthly payment will be made within 30 days
of the effective date of the Chapter 11 Plan.
Class 3 - Citizens National Bank of Albion, which holds a claim
secured by real estate located at 1616 Cedar Street, Lawrenceville,
Illinois, shall be paid according to the terms of the original
contract. The current monthly payment of $4,440.30 will continue to
be paid according to the adequate protection order previously
entered in this case.
Class 4 - Real Estate tax claim. The claim of the Lawrence County
Collector, or any subsequent purchaser for value, shall be paid
100% of its allowed claim of $100,246.46 with 6.5% interest by
means of 160 consecutive monthly payments of $873.25. The first
payment will be made within 60 days of the effective date of the
Plan.
Class 5 - Illinois Department of Employment Security, which holds a
claim secured by judicial lien encumbering Debtors' real estate
located in Lawrence County, Illinois, shall be paid 100% of its
allowed claim of $27,033.03 with 9% interest by means of 120
consecutive monthly payments of $304.44. The first payment will be
made within 30 days of the effective date of the Plan.
Class 6 - Priority Unsecured Claims. The claims of the Department
of the Treasury Internal Revenue Service, Illinois Department of
Revenue, and Illinois Healthcare & Family Services shall be paid in
full by means of 84 consecutive monthly payments with the first
payment within 6() days of the effective date of the plan. The
Debtor will fund this class of claims approximately $9,500.00 each
month and the claims will be paid on a pro rata basis.
Class 7 - The non-contingent, undisputed, liquidated, unsecured
debts shall receive 100% of their respective allowed claims with 3%
interest. The Debtor shall fund a pool in the amount of $4,100.00
each month for a period of 160 months beginning upon the effective
date of the Plan and the claims will be paid on a pro rata basis.
The Plan is based on the belief of the Debtor in Possession that
the present liquidation value of the Debtors' assets would be
sufficient to pay general unsecured creditors a dividend of 100%
of their debts.
A full-text copy of the Disclosure Statement dated June 24, 2019,
is available at http://tinyurl.com/y2ovyym8from PacerMonitor.com
at no charge.
About The United Methodist Village Inc.
The United Methodist Village, Inc. is a non-profit nursing home
based in Lawrenceville, Illinois.
The United Methodist Village, Inc. filed for bankruptcy protection
under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on February
22, 2019. In the petition signed by Ashli Wesley, administrator,
the Debtor estimated $13,779,571 in assets and $7,164,533 in
liabilities.
The case has been assigned to Judge Laura K. Grandy. Roy J. Dent,
Esq., at Dent Law Office, Ltd. represents the Debtor as counsel.
UNITI GROUP: Associated Partners Has 5.1% Stake as of June 27
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of common stock of Uniti Group Inc. as of June
27, 2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ --------
PEG Bandwidth Holdings, LLC 1,125,000 0.5%
AP PEG Bandwidth Investments, LLC 1,125,000 0.5%
AP PEG Bandwidth Investments Holdings, LP 1,125,000 0.5%
Associated Partners, L.P. 9,802,163 5.1%
Associated Partners GP, L.P. 9,802,163 5.1%
Associated Partners GP Limited 9,802,163 5.1%
David Berkman 9,878,363 5.1%
William Berkman 9,822,163 5.1%
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/zGoDBI
About Uniti Group
Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an
internally managed real estate investment trust engaged in the
acquisition and construction of mission critical communications
infrastructure, and is a provider of wireless infrastructure
solutions for the communications industry. The Company is
principally focused on acquiring and constructing fiber optic
broadband networks, wireless communications towers, copper and
coaxial broadband networks and data centers.
Uniti reported net income attributable to common shareholders of
$7.98 million for the year ended Dec. 31, 2018, compared to a net
loss attributable to common shareholders of $16.55 million for the
year ended Dec. 31, 2017. As of March 31, 2019, Uniti had $4.69
billion in total assets, $6.16 billion in total liabilities, $87.25
million in convertible preferred stock, and a total shareholders'
deficit of $1.55 billion.
PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's
auditor since 2014, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended Dec.
31, 2018, citing that the Company's most significant customer,
Windstream Holdings, Inc., which accounts for approximately 68.2%
of consolidated total revenues for the year ended Dec. 31, 2018,
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code, and uncertainties surrounding potential impacts to
the Company resulting from Windstream Holdings, Inc.'s bankruptcy
filing raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
As reported by the TCR on Feb. 25, 2019, S&P Global Ratings lowered
its issuer credit rating on Unti Group's Corporate Family Rating to
'CCC-' from 'CCC+'. The lower rating follows the downgrade of
Uniti's principal leasing tenant, Windstream Holdings Inc. Also in
February 2019, Moody's Investors Service downgraded downgraded
Uniti Group Inc.'s corporate family rating (CFR) to 'Caa2' from
'Caa1' following the downgrade of Windstream Services.
VALERITAS HOLDINGS: V-Go Gets Preferred Status on Formularies
-------------------------------------------------------------
Valeritas Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that its V-Go Wearable Insulin
Delivery device has been recently adopted on the following managed
care formularies: (i) Cigna Commercial as Preferred; (ii) Humana
Commercial as Preferred; and (iii) CVS Preferred Drug List.
Adoption on managed care formularies with preferred formulary
status will allow patients easier access to V-Go and at a lower out
of pocket cost than a non-preferred or non-formulary status.
About Valeritas Holdings
Valeritas -- http://www.valeritas.com/-- is a commercial-stage
medical technology company focused on improving health and
simplifying life for people with diabetes by developing and
commercializing innovative technologies. Valeritas' flagship
product, V-Go Wearable Insulin Delivery device, is a simple,
affordable, 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. It is the only basal-bolus insulin delivery device on
the market today specifically designed keeping in mind the needs of
type 2 diabetes patients. 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.
WD-I ASSOCIATES: Taps Hartman Simons as Special Counsel
-------------------------------------------------------
WD-I Associates, LLC seeks authority from the U.S. Bankruptcy Court
for the District of South Carolina to employ Hartman Simons & Wood
LLP as special counsel.
Hartman Simons will provide legal advice with respect to leasing
and sales transactions.
HSW's hourly rates are:
Lana H. Sims $350
Gil Y. Burstiner $450
HSW's compensation for other professionals and paraprofessionals
ranges between $200.00 and $450.00 per hour.
Lana H. Sims, Esq., an attorney practicing with Hartman Simons &
Wood LLP, attests that his firm holds or represents any interest
actually adverse to those of the Debtor or its estate with respect
to the matters upon which it is to be engaged.
The firm can be reached through:
Lana H. Sims, Esq.
Hartman Simons & Wood LLP
6400 Powers Ferry Road, NW, Suite 400
Atlanta, GA 30339
Phone: 770-955-3555
About WD-I Associates, LLC
WD-I Associates, LLC is a Single Asset Real Estate Debtor (as
defined in 11 U.S.C. Section 101(51B)). The company is the fee
simple owner of land and improvements known as Sea Turtle
Marketplace, which has an appraised value of $20.5 million. The
property is located at 430 William Hilton Parkway, Hilton Head
Island, S.C.
WD-I Associates sought protection for relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 19-02517) on May
7, 2019. In the petition signed by Jon Wheeler, manager of WD-I
Management, LLC, the Debtor disclosed $22,809,092 in assets and
$33,582,202 in total liabilities.
Judge John E. Waites presides over the case.
Kevin Campbell, Esq. at Campbell Law Firm, P.A. is the Debtor's
counsel.
WILLIAM HOPPE: $479K Sale of Henrico Property to Strocks Approved
-----------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized William Scott Hoppe and
Christina Hoppe to sell the real property at 2802 Cottage Cove
Drive, Henrico, Virginia to Christopher M. Strock and Ruth Scott
for $479,000.
The sale is free and clear of all liens, claims, encumbrances, with
the deed of trust lien of Wells Fargo Bank, NA to be paid in full
at closing, together with the agents' commissions, with any
remaining liens, claims, encumbrances and interests to attach to
the sale proceeds.
From the purchase price, approximately $15,800 will be paid by the
Debtors toward closing costs and inspection/repair costs, real
estate agent commissions of $28,740, and payment in full of the
lien of Wells Fargo Bank, NA, which was $367,461 as of June 28,
2019, with the anticipated net proceeds to the estate of
approximately $66,000.
The objections of David Ford and Tandy Ford in connection with the
Motion are overruled.
The 14-day stay imposed by FRBP 6004(h) will be and is waived, and
the sale may be consummated immediately at any time after entry of
the Order.
William Scott Hoppe and Christina Hoppe sought Chapter 11
protection (Bankr. E.D. Va. Case No. 18-32706) on May 23, 2018.
The Debtors tapped David K. Spiro, Esq., at Spiro & Browne, PLC, as
counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Michael T. Stoller
Bankr. C.D. Cal. Case No. 19-11646
Chapter 11 Petition filed July 3, 2019
represented by: Matthew Abbasi, Esq.
ABBASI LAW CORPORATION
E-mail: matthew@malawgroup.com
In re Maryam Sheik
Bankr. C.D. Cal. Case No. 19-11648
Chapter 11 Petition filed July 3, 2019
represented by: Matthew D. Resnik, Esq.
RESNIK HAYES MORADI LLP
E-mail: matt@rhmfirm.com
In re Pierrick Brillouet and Yong Chu Kim-Brillouet
Bankr. C.D. Cal. Case No. 19-11657
Chapter 11 Petition filed July 3, 2019
represented by: Giovanni Orantes, Esq.
ORANTES LAW FIRM PC
E-mail: go@gobklaw.com
In re Ari Zilka
Bankr. N.D. Cal. Case No. 19-30720
Chapter 11 Petition filed July 3, 2019
represented by: Cathleen Cooper Moran, Esq.
MORAN LAW GROUP, INC.
E-mail: ecf@moranlaw.net
In re H. Trent Elson Underground Sprinkler System, Inc.
Bankr. M.D. Fla. Case No. 19-02510
Chapter 11 Petition filed July 3, 2019
See http://bankrupt.com/misc/flmb19-02510.pdf
represented by: Bryan K. Mickler, Esq.
LAW OFFICES OF MICKLER & MICKLER, LLP
E-mail: court@planlaw.com
In re Willex Holdings, Inc.
Bankr. N.D.N.Y. Case No. 19-11249
Chapter 11 Petition filed July 3, 2019
See http://bankrupt.com/misc/nynb19-11249.pdf
represented by: Jeffrey L. Zimring, Esq.
LAW OFFICE OF JEFFREY L. ZIMRING
E-mail: jeff@zimringlaw.com
In re 4EDM Realty LLC
Bankr. N.D.N.Y. Case No. 19-11258
Chapter 11 Petition filed July 3, 2019
See http://bankrupt.com/misc/nynb19-11258.pdf
represented by: Opal Fayne Hinds, Esq.
LAW OFFICE OF OPAL HINDS
E-mail: opalhinds@1sthindslaw.com
In re Mohdsameer Y. Aljanedi
Bankr. C.D. Cal. Case No. 19-11713
Chapter 11 Petition filed May 3, 2019
represented by: Andy C. Warshaw, Esq.
FINANCIAL RELIEF LAW CTR
E-mail: awarshaw@bwlawcenter.com
In re Aaccess Real Estate Acquisition & Investment Network, LLC
Bankr. M.D. Fla. Case No. 19-05109
Chapter 11 Petition filed May 30, 2019
Filed Pro Se
In re Charles Edward Lincoln, III
Bankr. M.D. Fla. Case No. 19-05127
Chapter 11 Petition filed May 30, 2019
Filed Pro Se
In re Scott Cooper
Bankr. S.D. Fla. Case No. 19-19014
Chapter 11 Petition filed July 7, 2019
represented by: Craig A. Pugatch, Esq.
E-mail: capugatch.ecf@rprslaw.com
In re Charles F. Mahl M.D. P.A.
Bankr. S.D. Fla. Case No. 19-19058
Chapter 11 Petition filed July 8, 2019
See http://bankrupt.com/misc/flsb19-19058.pdf
represented by: Paul L. Orshan, Esq.
ORSHAN, P.A.
E-mail: paul@orshanpa.com
In re Dean Gerard Thomas and Christy Ann Thomas
Bankr. N.D. Ill. Case No. 19-19137
Chapter 11 Petition filed July 8, 2019
represented by: J. Kevin Benjamin, Esq.
BENJAMIN & BRAND LLP
E-mail: attorneys@benjaminlaw.com
In re 705, Inc., d/b/a Bogie's
Bankr. M.D. La. Case No. 19-10784
Chapter 11 Petition filed July 7, 2019
See http://bankrupt.com/misc/lamb19-10784.pdf
represented by: Ryan James Richmond, Esq.
RICHMOND LAW FIRM, LLC
E-mail: ryan@rjrichmondlaw.com
In re Manfred J. Hood, Jr. and Martha G. Hood
Bankr. E.D.N.C. Case No. 19-03109
Chapter 11 Petition filed July 8, 2019
represented by: Blake Y. Boyette, Esq.
Trawick H. Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
E-mail: efile@stubbsperdue.com
In re Advanced Textiles, LLC
Bankr. D. Ariz. Case No. 19-08428
Chapter 11 Petition filed July 9, 2019
See http://bankrupt.com/misc/azb19-08428.pdf
represented by: Patrick F. Keery, Esq.
KEERY MCCUE, PLLC
E-mail: pfk@keerymccue.com
In re Paul John Honnen and Melissa Ann Honnen
Bankr. D. Ariz. Case No. 19-08429
Chapter 11 Petition filed July 7, 2019
represented by: Patrick F. Keery, Esq.
KEERY MCCUE, PLLC
E-mail: pfk@keerymccue.com
In re Peter M. Seltzer
Bankr. C.D. Calif. Case No. 19-11696
Chapter 11 Petition filed July 9, 2019
represented by: Michael H. Raichelson, Esq.
THE LAW OFFICES OF MICHAEL H RAICHELSON
E-mail: mhr@cabkattorney.com
In re Today's Kids, Inc.
Bankr. M.D. Fla. Case No. 19-04473
Chapter 11 Petition filed July 7, 2019
See http://bankrupt.com/misc/flmb19-04473.pdf
represented by: Jeffrey Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re George Russell Widger, III and Paulina Elizabeth Widger
Bankr. M.D. Fla. Case No. 19-06457
Chapter 11 Petition filed July 9, 2019
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@TampaEsq.com
In re Candlewood Estates of Jeanerette Phase II, LP
Bankr. W.D. La. Case No. 19-50821
Chapter 11 Petition filed July 9, 2019
See http://bankrupt.com/misc/lawb19-50821.pdf
represented by: H. Kent Aguillard, Esq.
H. KENT AGUILLARD
E-mail: kaguillard@yhalaw.com
In re Disarm & Protect, Inc.
Bankr. N.D. Tex. Case No. 19-32293
Chapter 11 Petition filed July 9, 2019
See http://bankrupt.com/misc/txnb19-32293.pdf
represented by: Robert C. Newark, III, Esq.
A NEWARK FIRM
E-mail: office@newarkfirm.com
In re Thomas Scott Vance and Wendy Bailey Vance
Bankr. E.D. Va. Case No. 19-33564
Chapter 11 Petition filed July 9, 2019
represented by: Robert A. Canfield, Esq.
CANFIELD, WELLS & KRUCK, LLP
E-mail: bcanfield@canfieldbaer.com
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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***