/raid1/www/Hosts/bankrupt/TCR_Public/190712.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, July 12, 2019, Vol. 23, No. 192
Headlines
19 HIGHLINE: Seeks to Hire Goldberg Weprin as Legal Counsel
ACTION TEAM: Wants Court to Approve Proposed Plan Outline
ALKALINE WATER: AMC Auditing Raises Going Concern Doubt
ATRM HOLDINGS: Accumulated Deficit Casts Going Concern Doubt
AUTOMEDX LLC: Treatment of Unsecured Claims Modified in Latest Plan
BEAVER STREET: Seeks to Hire David Mucklow as Bankruptcy Attorney
BELLATRIX EXPLORATION: Polar Asset Has 14.3% Stake as of June 30
BIONIK LABORATORIES: Has $10.6-Mil. Net Loss for Yearend March 31
BLACKJEWEL LLC: Says Operations Have Resumed
BLOX INC: Incurs $11.6-Mil. Net Loss for Year Ended March 31
BRETHREN HOME: Case Summary & 20 Largest Unsecured Creditors
BROWNIE'S MARINE: Insufficient Cash Flow Casts Going Concern Doubt
CAH ACQUISITION 5: U.S. Trustee Forms 3-Member Committee
CALAMP CORP: Egan-Jones Lowers Senior Unsec. Ratings to B
CARBUCKS OF CAROLINA: Case Summary & 8 Unsecured Creditors
CBCS WASHINGTON: U.S. Trustee Disbands Creditors' Committee
CENTURY III MALL: Unsecureds to be Paid in Full with No Interest
CHARMING CHARLIE: Case Summary & 30 Largest Unsecured Creditors
CHARMING CHARLIE: Returns to Chapter 11 to Close All 261 Stores
CLARE OAKS: U.S. Trustee Appoints New Committee Member
DELTA VISIONS: Seeks to Hire Ivey McClellan as Legal Counsel
EQUINIX INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
EYEPOINT PHARMACEUTICALS: CFO Price to Quit in August
FLEXI-VAN LEASING: Moody's Reviews Caa2 on Sec. Notes for Downgrade
GARLAND BARBECUE: Court Approves Amended Plan Outline
GLASS MOUNTAIN: Moody's Affirms B3 CFR, Outlook Stable
GLASS MOUNTAIN: S&P Cuts Rating to 'B-' After Term Loan B Add-On
GLOBAL CORE: Voluntary Chapter 11 Case Summary
GODSTONE RANCH: U.S. Trustee Unable to Appoint Committee
GOLASINSKI HOMES: U.S. Trustee Unable to Appoint Committee
GRIFFIN'S SECURITY: Seeks to Hire Brian W. Hofmeister as Counsel
HAMPSTEAD GLOBAL: Seeks to Hire Kirby Aisner as New Counsel
HDR HOLDING: U.S. Trustee Forms 3-Member Committee
HEART ROCK: Taps Lamey Law Firm as Legal Counsel
HEXION HOLDINGS: Chapter 11 Plan Declared Effective July 1
HORIZON PHARMA: Moody's Rates New Unsec. Notes Due 2027 'B1'
HORIZON THERAPEUTICS: S&P Rates New Senior Unsecured Notes 'B+'
HUSKIES PARENT: Moody's Assigns B3 CFR, Outlook Stable
HUSKIES PARENT: S&P Assigns 'B-' Long-Term ICR; Outlook Stable
IFRESH INC: Incurs $12.0-Mil. Net Loss for Year Ended March 31
IN THE WIND: Seeks to Hire Collins Law Offices as Legal Counsel
INPIXON: Iliad Research Swaps $331,500 Note for Equity
J.C. PENNEY: Egan-Jones Withdraws CCC- Senior Unsecured Ratings
KKG ENTERPRISES: U.S. Trustee Unable to Appoint Committee
LABL INC: S&P Reinstates Issue-Level Ratings
MAGNUM CONSTRUCTION: Unsecureds Estimated to Recoup 0-2% Under Plan
MAJOR EVENTS: Amends Plan to Modify City of Philadelphia's Claims
MANNINGTON MILLS: S&P Rates New $300MM Term Loan B Due 2026 'BB-'
MAREMONT CORP: Consummates Joint Pre-Pack Plan of Reorganization
MATTRESS OVERSTOCK: Files for Chapter 11 Plan of Liquidation
MICRON TECHNOLOGY: S&P Rates New Unsecured Notes 'BB+'
MILLERBERND SYSTEMS: Committee Files Chapter 11 Liquidation Plan
MONITRONICS INT'L: Haynes, Strook Represent Unsecured Noteholders
MONSTER CONCRETE: MCE to Pay IRS Secured Claim Over 92 Months
MONSTER CONCRETE: New Plan Modifies Treatment of IRS Secured Claim
MR. CAMPER: Taps Gerdes Law Firm as Legal Counsel
NATURALSHRIMP INC: Has $7.2-Mil. Net Loss for Year Ended March 31
NOVUM PHARMA: CH 105 to Provide Funding for Proposed Ch. 11 Plan
ON TIME ELECTRIC: U.S. Trustee Unable to Appoint Committee
ORANGE COUNTY BAIL: Seeks to Hire Goe & Forsythe as Legal Counsel
OXTON SENIOR LIVING: $10-Mil. Payout for Bond Investors Proposed
PACIFIC CONSTRUCTION: Must File Plan, Disclosures Before Aug. 19
PACIFIC ENERGY: Voluntary Chapter 11 Case Summary
PG&E CORP: Notifies Creditors of Claims Bar Date Deadline
PHH MORTGAGE: S&P Assigns 'B-' Issuer Credit Rating; Outlook Neg.
PHM NETHERLANDS: S&P Assigns 'B' ICR; Outlook Stable
PIONEER ENERGY: BlackRock Lowers Stake to 2.2% as of June 30
PREMIER HOLDING: Accumulated Deficit Casts Going Concern Doubt
PULSE EVOLUTION: Needs More Capital to Continue as Going Concern
QUEST SOLUTION: Has $635,000 Net Loss for Quarter Ended March 31
QUORUM HEALTH: BlackRock Has 1.7% Stake as of June 30
RITE AID: Egan-Jones Lowers Senior Unsecured Ratings to CCC
ROOFTOP GROUP: U.S. Trustee Appoints New Committee Member
SEARS HOLDINGS: Egan-Jones Withdraw D Senior Unsecured Ratings
SEARS HOLDINGS: U.S. Trustee Forms 5-Member Retirees Committee
SEVEN STARS: U.S. Trustee Unable to Appoint Committee
SOCOCO INC: July 18 Hearing on Disclosure Statement
SONOMA PHARMACEUTICALS: Has $11.8M Net Loss for FY Ended March 31
SPECIALTY RETAIL: July 22 Bid Submission Deadline Set for Assets
STEARNS HOLDINGS: Moody's Cuts CFR to Ca & Alters Outlook to Stable
SUGARHOUSE HSP: S&P Affirms B- ICR on Financial Policy Reassessment
SUMMIT MIDSTREAM: Moody's Alters Outlook on Ba3 CFR to Negative
SUNNY LEDGE: U.S. Trustee Unable to Appoint Committee
T.I. CONSTRUCTION: Plan Confirmation Hearing Set for Aug. 8
TEL-INSTRUMENT ELECTRONICS: BDO USA LLP Raises Going Concern Doubt
TRILLION ENERGY: Working Capital Deficit Casts Going Concern Doubt
ULTRA PETROLEUM: BlackRock Has 2.2% Stake as of June 30
UNISON ENVIRONMENTAL: New Plan Modifies Treatment of BOC Claims
WHATABRANDS LLC: Moody's Gives B1 CFR & Rates New $1.4BB Loans B1
WHATABRANDS LLC: S&P Assigns 'B' ICR on Leveraged Buyout by BDT
WINDSTREAM HOLDINGS: Milbank Updates List of 2nd Lien Noteholders
[*] Alvarez & Marsal 's Julie Hertzberg Appointed Insol President
[*] Cullen and Dykman Adds Two New Partners to Bankruptcy Practice
[*] FTI Appoints Tensie Axton as Senior Managing Director
[*] Omni Appoints Alexa Concepcion as VP of Securities Services
[^] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW
*********
19 HIGHLINE: Seeks to Hire Goldberg Weprin as Legal Counsel
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19 Highline Development, LLC and Project 19 Highline, LLC seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire Goldberg Weprin Finkel Goldstein LLP as their
legal counsel.
The firm will advise the Debtors of their powers and duties under
the Bankruptcy Code and will provide other legal services in
connection with their Chapter 11 cases.
The firm's hourly rates are:
Partners $575
Associates $275 - $425
Goldberg received a retainer in the amount of $35,000.
Kevin Nash, Esq., at Goldberg, disclosed in court filings that the
firm and its members do not hold any interest that would disqualify
the firm from representing the Debtors.
Goldberg can be reached through:
Ted J. Donovan, Esq.
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-221-5700
Fax: 212-422-6836
Email: TDonovan@GWFGlaw.com
Email: knash@gwfglaw.com
About 19 Highline Development and
Project 19 Highline
19 Highline Development LLC owns a 100% membership interest in
Project 19 Highline Development LLC, which owns a condominium
development project located at 435-437 19th Street, New York. The
project contemplates construction of high-end residential
condominiums, with a full "sell-out price" of approximately $60
million.
19 Highline Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12714) on September 7,
2018. On April 5, 2019, Project 19 Highline LLC filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 19-11068).
At the time of the filing, 19 Highline had estimated assets of
between $10 million and $50 million and liabilities of between $1
million and $10 million. Meanwhile, Project 19 Highline disclosed
$55 million in assets and $40.46 million in liabilities.
The cases are assigned to Judge Michael E. Wiles.
ACTION TEAM: Wants Court to Approve Proposed Plan Outline
---------------------------------------------------------
Action Team, Inc. filed an application for an order approving its
small business disclosure statement dated June 21, 2019.
Class 2 under the plan consists of the unsecured general claim
portion of the Internal Revenue Service. On the later of the
effective date or the date that such claims are allowed pursuant to
a final non-appealable order, creditors will receive a distribution
of 100% of their allowed claim in one lump sum payment.
The majority creditor in this case, Signature Financial, LLC was
paid in accordance with settlement terms reached by the parties in
full settlement of the resulting deficiency upon the surrender of
the collateral medallion number 1T21. The agreed upon amount of
$20,000 was paid in full, in one lump sum payment of Feb. 11, 2019
and the order approving the settlement agreement was signed by the
Court on May 8, 2019.
The plan will be financed from contributions from the personal
funds of the surviving shareholder and funds contained in the DIP
account of the Debtor.
A copy of the Disclosure Statement dated June 21, 2019 is available
at https://tinyurl.com/y2ysr7h7 from Pacermonitor.com at no
charge.
About Action Team Inc.
Action Team Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 18-42728) on May 10, 2018, estimating under
$500,000 in assets and under $1 million in debts. The petition was
signed by Nison Shalumov, president. The Debtor is represented by
Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C.
ALKALINE WATER: AMC Auditing Raises Going Concern Doubt
-------------------------------------------------------
The Alkaline Water Company Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $8,617,565 on $32,199,528 of revenue for the year ended
March 31, 2019, compared to a net loss of $6,687,280 on $19,812,199
of revenue for the year ended in 2018.
The audit report of AMC Auditing states that the Company has
negative working capital at March 31, 2018, has incurred recurring
losses and recurring negative cash flow from operating activities,
and has an accumulated deficit which raises substantial doubt about
its ability to continue as a going concern.
The Company's balance sheet at March 31, 2019, showed total assets
of $18,482,608, total liabilities of $7,125,695, and a total
stockholders' equity of $11,356,913.
A copy of the Form 10-K is available at:
https://is.gd/zlbOKN
The Alkaline Water Company Inc. produces, distributes, and markets
bottled alkaline water in the United States. The company offers
bottled alkaline water in various volumes under the Alkaline88
trade name. It sells its products through brokers and distributors
to retailers, such as convenience stores, natural food products
stores, large ethnic markets, and national retailers. The company
was incorporated in 2011 and is headquartered in Scottsdale,
Arizona.
ATRM HOLDINGS: Accumulated Deficit Casts Going Concern Doubt
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ATRM Holdings, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $781,000 on $7,335,000 of net sales for
the three months ended March 31, 2019, compared to a net loss of
$1,010,000 on $7,684,000 of net sales for the same period in 2018.
At March 31, 2019, the Company had total assets of $10,994,000,
total liabilities of $20,937,000, and $9,943,000 in total
shareholders' deficit.
President and Chief Executive Officer Daniel M. Koch stated, "We
acknowledge that the Company continues to face a challenging
operating environment, and we continue to focus on improving our
overall profitability, we reported an operating loss for March 31,
2019. We have incurred significant operating losses in recent
years and, as of March 31, 2019, we had an accumulated deficit of
approximately $93.1 million. Working capital has remained negative
over the past several years. Cash used in operating activities,
remains negative which has required us to generate funds from
investing and financing activities. At March 31, 2019, we had
outstanding debt of approximately $11.5 million. These factors
raise substantial doubt about the Company's ability to continue as
a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/1Iww0W
ATRM Holdings, Inc., through its subsidiaries, manufactures and
sells modular buildings for commercial and residential applications
in the New England states. It offers multi-unit residential
buildings, such as apartment buildings, condominiums, townhouses,
and dormitories; and commercial structures, including hospitals,
office buildings, and other structures. The company also
manufactures structural wall panels, permanent wood foundation
systems, and other engineered wood products for use in the
construction of residential and commercial buildings, as well as
operates a retail lumber yard. It markets and sells its products
through direct sales people; and through a network of independent
dealers and contractors to builders, general contractors,
owners/developers of commercial buildings, and individual retail
customers. The company was formerly known as Aetrium Incorporated
and changed its name to ATRM Holdings, Inc. in December 2014. ATRM
Holdings, Inc. was founded in 1982 and is headquartered in Oakdale,
Minnesota.
AUTOMEDX LLC: Treatment of Unsecured Claims Modified in Latest Plan
-------------------------------------------------------------------
AutoMedx LLC filed a disclosure statement in support of its
proposed second amended chapter 11 plan of reorganization dated
June 21, 2019.
This latest filing modifies the treatment of general unsecured
claims in Class 3. A holder of an allowed General Unsecured Claim
will receive cash on the Effective Date in the amount of their pro
rate share of $50,000. For example (and for illustrative purposes
only), if a holder of an Allowed General Unsecured Claim has a
claim the amount of which represents 10% of the total amount of all
allowed General Unsecured Claims, that holder will receive $5,000
in cash on the Effective Date.
The remainder of each holder's allowed General Unsecured Claim will
be paid in four subsequent distributions of approximately $229,252,
(plus post-petition interest at the appropriate rate to ensure that
the total deferred payments have a present value equal to the
allowed amount of the holder's claim), the first of which will
occur on Dec. 31, 2019 (assuming an Effective Date of Sept. 30,
2019), and the remainder of which will occur on a quarterly basis
thereafter until the final payment is made on Sept. 30, 2020.
The plan also discloses that the Debtor's release under Plan
Article 9.4 specifically includes a release of the "alter ego"
claims alleged in a complaint filed by ZOLL/ACSI in April 2019 in
the United States District Court for the District of Massachusetts
against two of the Debtor's employees, James Evans and Dr. William
Wiesmann. The Bankruptcy Court found that these "alter ego" claims
are property of the estate. The Debtor has investigated the "alter
ego" claims and has concluded that they are frivolous and of no
value, and therefore is releasing them under the Plan.
Additionally, the Debtor and the Debtor's Professionals have
investigated whether there are other credible and valuable claims
or causes of action the Debtor might have against any of the
Releases Parties, which investigation included a review of the
Debtor's books and records, and concluded that no such claims or
causes of action exist.
A redlined copy of the Disclosure Statement is available at
https://tinyurl.com/y5vzqohx from Pacermonitor.com at no charge.
A redlined copy of the Second Amended Plan is available at
https://tinyurl.com/y68fvmx7 from Pacermonitor.com at no charge.
About AutoMedx LLC
AutoMedx LLC -- http://automedx.com-- manufactures pre-hospital
ventilators for military and civilian applications. It is ISO
13485 certified and is headquartered in Coppell, Texas.
AutoMedx sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Texas Case No. 18-42355) on Oct. 19, 2018. In the
petition signed by James Evans, president and chief executive
officer, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. Judge Brenda T.
Rhoades presides over the case. The Debtor tapped the Law Offices
of Judith W. Ross as its legal counsel.
BEAVER STREET: Seeks to Hire David Mucklow as Bankruptcy Attorney
-----------------------------------------------------------------
Beaver Street Investments, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire an
attorney in connection with its Chapter 11 case.
In a motion filed in court, the Debtor proposes to employ David
Mucklow, Esq., an attorney based in Akron, Ohio, to assist in the
administration of its bankruptcy estate.
Mr. Mucklow will charge an hourly fee of $250. The retainer fee is
$15,000.
In court filings, Mr. Mucklow disclosed that he is "disinterested"
as defined in Section 101(14) of the Bankruptcy Code.
Mr. Mucklow maintains an office at:
David A. Mucklow, Esq.
919 E Turkeyfoot Lake Road #B
Akron, OH 44312
Tel: (330) 896-8190
Fax: (330) 896-8201
Email: davidamucklow@yahoo.com
About Beaver Street Investments
Beaver Street Investments LLC is the fee simple owner of four real
estate properties in Akron, Ohio, having a total current value of
$1.16 million. Beaver Street Investments, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
19-51511) on June 27, 2019. At the time of the filing, the Debtor
disclosed $1,166,000 in assets and $809,795 in liabilities. The
case is assigned to Judge Alan M. Koschik.
BELLATRIX EXPLORATION: Polar Asset Has 14.3% Stake as of June 30
----------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Polar Asset Management Partners Inc. disclosed that as
of June 30, 2019, it beneficially owns 5,844,758 shares of common
stock of Bellatrix Exploration Ltd., which constitutes 14.3 percent
of the shares outstanding.
Polar Asset Management, a company incorporated under the laws on
Ontario, Canada, serves as the investment advisor to Polar
Multi-Strategy Master Fund, a Cayman Islands exempted company and
certain managed accounts with respect to the Shares directly held
by the Polar Vehicles.
On June 4, 2019, the Company completed a recapitalization
transaction and implemented pursuant to a court-approved plan of
arrangement under the Canada Business Corporations Act. The
percentage was calculated based upon 40,863,008 Shares reported to
be outstanding upon completion of the Recapitalization Transaction,
as reported in the Company's Form 6-K. The Recapitalization
Transaction included, among other things, the exchange of the
Company's 6.75% convertible debentures due 2021, including those
held directly by the Polar Vehicles and Polar Opportunities Fund, a
Cayman Islands exempted company, into new Shares.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/Kur0ay
About Bellatrix
Headquartered in Alberta, Canada, Bellatrix Exploration Ltd. is a
publicly traded Western Canadian based growth oriented oil and gas
company engaged in the exploration for, and the acquisition,
development and production of oil and natural gas reserves, with
highly concentrated operations in west central Alberta, principally
focused on profitable development of the Spirit River liquids rich
natural gas play.
Bellatrix reported a net loss and comprehensive loss of C$146.33
million for the year ended Dec. 31, 2018, compared to a net loss
and comprehensive loss of C$91.36 million for the year ended Dec.
31, 2017. As of Dec. 31, 2018, the Company had C$1.23 billion in
total assets, C$563.01 million in total liabilities, and C$672.72
million in total shareholders' equity.
KPMG LLP, in Calgary, Canada, the Company's auditor since 1996,
issued a "going concern" qualification in its report dated April
29, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2018, citing that the Company has
significant uncertainties relating to its ability to meet its
financial obligations on scheduled debt maturities that raise
substantial doubt about its ability to continue as a going concern.
BIONIK LABORATORIES: Has $10.6-Mil. Net Loss for Yearend March 31
-----------------------------------------------------------------
Bionik Laboratories Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss and comprehensive loss of $10,556,601 on $3,246,038 of
sales for the year ended March 31, 2019, compared to a net loss and
comprehensive loss of $14,625,790 on $987,431 of sales for the year
ended in 2018.
The audit report of MNP LLP states that the Company's accumulated
deficit, recurring losses and negative cash flows from operations
raise substantial doubt about its ability to continue as a going
concern.
The Company's balance sheet at March 31, 2019, showed total assets
of $30,677,796, total liabilities of $3,269,863, and a total
shareholders' equity of $27,407,933.
A copy of the Form 10-K is available at:
https://is.gd/Y8m1Q3
Canada-based Bionik Laboratories Corp. is a robotics company
focused on providing rehabilitation and mobility solutions to
individuals with neurological and mobility challenges from hospital
to home. The Company has a portfolio of products focused on upper
and lower extremity rehabilitation for stroke and other mobility
impair patients, including three products in the market and four
products in varying stages of development. The InMotion Systems --
the InMotion ARM, In Motion Wrist, InMotion Hand -- are designed to
provide intelligent, adaptive therapy in a manner that has been
clinically verified to maximize neurorecovery. Bionik is also
developing a lower-body exoskeleton -- the ARKE -- designed to
allow paraplegics as well as other wheelchair users the ability to
rehabilitate through walking. ARKE is defined to continually adapt
to the patient's ability and provide real time feedback to the
physiotherapist.
BLACKJEWEL LLC: Says Operations Have Resumed
--------------------------------------------
Blackjewel, L.L.C., on July 10, 2019, confirmed that the basic
operations aimed at protecting the safety and security of its coal
mines in Kentucky, Virginia, West Virginia and Wyoming have
resumed, allowing more than 140 employees to return to work
following the initial suspension of its operations on July 1,
2019.
Employees were initially sent home after a number of unexpected
disputes arose between the company and its lenders, which left the
company unable to obtain the anticipated loan it had arranged in
relation to its restructuring under Chapter 11 of the United States
Bankruptcy Code, which commenced on July 1, 2019. Blackjewel has
since secured approval of $5 million in debtor-in-possession bridge
financing, which has allowed the company to bring back the first
wave of employees who are crucial to ensuring the safety of its
mines and equipment while it works towards a longer-term solution.
All the employees returning to work have or will be paid for time
worked prior to the company's Chapter 11 filing, and the company
fully intends to pay these employees for all hours worked moving
forward. The company's ability to bring more employees back to
work is contingent upon its ability to secure additional financing,
which remains the top priority for the management team.
Specifically, the status of payments made to employees is as
follows:
* Wyoming employees received cashier's checks in the amount owed
to them as part of their regular pay cycle on June 28, 2019, after
the company learned that the usual electronic transfers used to pay
these employees had been blocked. While the process of cashing the
cashier's checks was initially more complicated than expected, all
of these checks are valid and should now be able to be cashed at
any local bank.
* Wyoming employees who have been called back to work were paid
on July 8, 2019, via the usual electronic funds transfer for the
remaining amounts owed to them for time worked prior to the Chapter
11 filing. The company expects to pay returning Wyoming employees
according to its usual schedule and process moving forward.
* Kentucky, Virginia and West Virginia employees who have
returned to work have been issued hard-copy checks for time worked
prior to the Chapter 11 filing as these locations do not have a
pre-existing system for electronic fund transfers. The funds are
available for these checks to be deposited. However, some
employees have reported issues with their local banks honoring the
checks. Blackjewel is working as quickly as possible to address
these issues, and its primary bank, United Bank, has posted a
public letter on the company's restructuring website encouraging
local banks to "consider such checks for deposit, subject to [such]
bank confirming availability of funds through customary
check-clearing processes."
Blackjewel employees currently holding checks issued by the
company, as well as local banks presented with Blackjewel checks,
should contact the Blackjewel restructuring hotline at (844)
234-1462 with any questions. The company will respond as quickly
as possible to address any issues you may be experiencing.
"Management -- and everyone involved in Blackjewel's Chapter 11
case -- understands that every day that passes adds to the hardship
our employees and their families are experiencing, and we want to
emphasize the urgency with which we are approaching this
situation," said David Beckman, Interim CEO of Blackjewel. "We are
doing everything possible to get our employees back to work and
ensure they are able to deposit their paychecks as quickly as
possible."
Additional information about Blackjewel's Chapter 11 case,
including periodic employee updates and legal filings, is available
via the company's restructuring website,
https://cases.primeclerk.com/blackjewel/.
Squire Patton Boggs is serving as legal advisor to Blackjewel, FTI
Consulting has been retained as Chief Restructuring Officer and
financial advisor, and Jefferies LLC is serving as the company's
investment banker.
About Blackjewel L.L.C.
Blackjewel L.L.C.'s core business is mining and processing
metallurgical, thermal and other specialty and industrial coals.
Blackjewel operates 32 properties, including surface and
underground coal mines, preparation or wash plants, and loadouts or
tipples. Combined, Blackjewel and its affiliates hold more than
500 mining permits. Operations are located in the Central
Appalachian Basin in Virginia, Kentucky and West Virginia and the
Powder River Basin in Wyoming.
Blackjewel L.L.C. and four affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Lead Case No. 19-30289) on July 1, 2019.
Blackjewel estimated $100 million to $500 million in asset and $500
million to $1 billion in liabilities as of the bankruptcy filing.
The Hon. Frank W. Volk is the case judge.
The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy
counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI
Consulting Inc. as financial advisor; Jefferies LLC as investment
banker; and Prime Clerk LLC as the claims agent.
BLOX INC: Incurs $11.6-Mil. Net Loss for Year Ended March 31
------------------------------------------------------------
Blox, Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K, disclosing a net loss of
$11,615,101 on $0 of revenue for the year ended March 31, 2019,
compared to a net loss of $1,489,775 on $0 of revenue for the year
ended in 2018.
The audit report of Morgan & Company LLP states that the Company
incurred losses from operations since inception, has not attained
profitable operations and is dependent upon obtaining adequate
financing to fulfill its operating activities. These conditions
raise substantial doubt about the Company’s ability to continue
as a going concern.
The Company's balance sheet at March 31, 2019, showed total assets
of $1,140,536, total liabilities of $558,354, and a total
stockholders' equity of $582,182.
A copy of the Form 10-K is available at:
https://is.gd/4jKv9W
Blox, Inc., explores for and develops mineral properties in West
Africa. The Company primarily explores for gold deposits. It owns
a 78% interest in the Mansounia property covering an area of 145
square kilometers located in Kankan Region, Guinea, West Africa.
The Company also has interests in Pramkese, Osenase, and Asamankese
properties situated in Ghana. Blox, Inc., is headquartered in New
York, New York.
BRETHREN HOME: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brethren Home of Girard, Illinois
aka Pleasant Hill Village
aka Pleasant Hill Healthcare
aka Pleasant Hill Residence
1010 W. North Street
Girard, IL 62640
Business Description: Brethren Home of Girard, Illinois --
http://pleasanthillvillage.org/--
owns an independent and assisted living
facility known as Pleasant Hill Residence,
which houses 48 apartments. Brethren Home
is a non-profit organization founded in
1905 as a ministry of the Church of the
Brethren.
Chapter 11 Petition Date: July 10, 2019
Court: United States Bankruptcy Court
Central District of Illinois (Springfield)
Case No.: 19-70990
Judge: Hon. Mary P. Gorman
Debtor's Counsel: R. Stephen Scott, Esq.
SCOTT & SCOTT, P.C.
611 East Monroe St #200
Springfield, IL 62701
Tel: (217) 753-8200
E-mail: va@scottnscottlaw.com
kk@scottnscottlaw.com
Total Assets: $6,513,700
Total Liabilities: $4,144,550
The petition was signed by Allen Krall, 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/ilcb19-70990.pdf
BROWNIE'S MARINE: Insufficient Cash Flow Casts Going Concern Doubt
------------------------------------------------------------------
Brownie's Marine Group, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $264,045 on $521,453 of total net
revenues for the three months ended March 31, 2019, compared to a
net loss of $217,940 on $514,615 of total net revenues for the same
period in 2018.
At March 31, 2019, the Company had total assets of $2,073,969,
total liabilities of $1,705,054, and $368,915 in total
stockholders' equity.
The Company said it believes that existing operational cash flow
may not be sufficient to fund presently anticipated operations, and
thus, raises substantial doubt about the Company's ability to
continue as a going concern. The Company further stated that it
will continue to raise additional funds as needed and is currently
exploring alternative sources of financing. The Company has issued
common shares and a number of convertible debentures as an interim
measure to finance working capital needs and may continue to raise
additional capital through sale of restricted common stock or other
securities or obtaining short term loans.
The Company incurred losses for the three months ended March 31,
2019 and 2018 of $264,045 and $217,940, respectively. The Company
had an accumulated deficit as of March 31, 2019 and December 31,
2018 of $10,446,823 and $10,182,778, respectively.
A copy of the Form 10-Q is available at:
https://is.gd/B03113
Brownie's Marine Group, Inc., together with its subsidiaries,
designs, tests, manufactures, and distributes recreational hookah
diving, yacht based scuba air compressor and nitrox generation
systems, and scuba and water safety products in the United States
and internationally. It also develops, manufactures, and sells
high pressure air and industrial gas compressor packages. The
company sells its products on wholesale basis to retail dive
stores, marine stores, and shipyards; and retails its products to
boat owners, recreational divers, and commercial divers, as well as
through the Internet. Brownie's Marine Group was founded in 1981
and is headquartered in Pompano Beach, Florida.
CAH ACQUISITION 5: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------------
The Office of the U.S. Trustee on July 9 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of CAH Acquisition Co. #5, LLC.
The committee members are:
(1) Dr. Myra Chantel Long-Berndt
2624 Aberdeen Lane
Salina, KS 67401
785-309-6199
mclong222@gmail.com
(2) Doug Simon
Rural Emergency Medical Providers, Inc.
1409 Riverview Road
Pratt, KS 67124
620-770-2734
ruralempllc@gmail.com
(3) Brian Weber
Mobile Cardiac Care, LLC
2505 Tyler St.
Hutchinson, KS 67502
620-802-1415
brian.weber@mobilecardiaccare.com
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 CAH Acquisition Co. #5
CAH Acquisition Co. #5, LLC, also known as Hillsboro Community
Hospital, offers a broad range of services including emergency,
surgery services, radiology, laboratory, inpatient care,
rehabilitation services and swing bed. Also offered at Hillsboro
Community Hospital are EEGs and EKGs, treadmill, nerve conduction,
and sleep apnea studies.
CAH Acquisition Co. #5 filed a voluntary Chapter 11 petition under
Chapter 11 (Bankr. W.D. Mo. Case No. 19-10359) on March 13, 2019.
The Debtor previously sought bankruptcy protection (Bankr. W.D. Mo.
Case No. 11-44743) on Oct. 10, 2011.
In the petition signed by Kathy Hammons, chief executive officer of
the court-appointed receiver, the Debtor estimated $10 million to
$50 million in both assets and liabilities.
Bruce E. Strauss, Esq., at Merrick, Baker & Strauss, P.C.,
represents the Debtor as counsel.
On March 26, 2019, Brent King was appointed as Chapter 11 trustee.
The trustee is represented by Stevens & Brand, LLP.
CALAMP CORP: Egan-Jones Lowers Senior Unsec. Ratings to B
---------------------------------------------------------
Egan-Jones Ratings Company, on July 5, 2019, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by CalAmp Corporation to B from B+. EJR also downgraded the rating
on commercial paper issued by the Company to B from A3.
CalAmp is an Irvine, California-based provider of IoT software
applications, cloud services, data intelligence, and networked
telematics products and services. The company's technology includes
edge computing devices and SaaS-based applications for remotely
tracking and managing vehicles and consumer products.
CARBUCKS OF CAROLINA: Case Summary & 8 Unsecured Creditors
----------------------------------------------------------
Debtor: Carbucks of Carolina, Inc.
2702 W. Azeele Street
Tampa, FL 33609
Business Description: Carbucks of Carolina, Inc. --
http://www.carbuckscorp.com/-- is a car and
vehicle title loan company operating in
Georgia, South Carolina, and Delaware, and
nationally with its online title lending
service. The Company provides financing
based on the value of its clients' cars,
truck commercial vehicles, boats, and
motorcycles.
Chapter 11 Petition Date: July 10, 2019
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Case No.: 19-06503
Debtor's Counsel: Alberto F. Gomez, Jr., Esq.
JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP
401 East Jackson Street, Suite 3100
Tampa, FL 33602
Tel: 813-225-2500
Fax: 813-223-7118
Email: al@jpfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Philip Heitlinger, president.
A copy of the Debtor's list of eight unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb19-06503_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flmb19-06503.pdf
CBCS WASHINGTON: U.S. Trustee Disbands Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 2 on July 9 disclosed in court filings
that the official committee of unsecured creditors appointed in
CBCS Washington Street LP's Chapter 11 case has been disbanded.
All members of the committee resigned, the bankruptcy watchdog also
disclosed.
About CBCS Washington Street
CBCS Washington Street LP is a partnership and a lessee under an
Agreement of Lease dated June 19, 2013 with 445 Washington LLC for
the parcels of real property located in New York. The Debtor is
currently developing the premises into a 96-room luxury hotel under
the "Hotel Barriere Le Fouquet" brand.
Based in White Plains, N.Y., CBCS Washington Street filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 19-22607) on March 12, 2019.
In its petition, the Debtor disclosed $40,500,496 in assets and
$17,201,731 in liabilities. The petition was signed by Ivaylo V.
Ninov, authorized representative of Washington Street Hotel GP LLC,
GP.
The Hon. Robert D. Drain oversees the case. Fred B. Ringel, Esq.,
at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the
Debtor's bankruptcy counsel.
The U.S. Trustee for Region 2 on May 1 appointed three creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 case of CBCS Washington Street LP.
CENTURY III MALL: Unsecureds to be Paid in Full with No Interest
----------------------------------------------------------------
Century III Mall PA filed a disclosure statement in connection with
its chapter 11 plan dated June 21, 2019.
The Debtor will redevelop the 89.88 acre Century III Mall property
into a mixed-used project and subdivide it into separate parcels,
varying in size and function. Specifically, the Debtor will
demolish the existing multi-story enclosed shopping mall, parking
structures, and related improvements known as the Century III Mall,
with the intended exception of the premises occupied by existing
tenant J.C. Penney, and create new infrastructure necessary to
attract job-creating businesses, residents, and visitors to a truly
mixed-use site that will potentially include office, multi-family
residential, hotel, entertainment, and restaurant uses as well
public spaces and trails for pedestrians and bikes to be designed
in collaboration with local officials and stakeholders. The
projected cash flow statement shows the anticipated inflows and
outflows over the next 18 years and indicates that Debtor’s
Redevelopment plan is financially viable and will provide a return
to owners, investors, and creditors. Apart from the financial
benefits the Redevelopment will provide to the Debtor and creditors
alike, the Redevelopment will be a positive force for change in
West Mifflin and Allegheny County.
Under the plan, all holders of Allowed General Unsecured Claims in
Class 6 will be paid in full with no interest. The initial
Distribution for Class 6 Claims is to occur on the Payment
Commencement Date. Payments thereafter will be distributed
quarterly over ten years for a total of 40 Distributions, with the
final distribution to occur 118 months after the Payment
Commencement Date. If the Payment Commencement Date occurs 36
months after the Effective Date due to Debtor's election under
Section 8.1.3 of the Plan, then Holders of Class 6 Allowed Claims
are to receive a Delayed Commencement Payment. In the alternative,
Holders of Class 6 Allowed Claims may elect to receive a single
Distribution of 20% of their respective claims within 90 days from
the Effective Date of the Plan. In order for Holders of Allowed
Claim to receive payment of 20% of their respective claims within
90 days of the Effective Date, they must complete the ballot,
accept the Plan, and select the alternative treatment.
The Debtor intends to convert the portion of the Funds available
from the DIP Facility on the Effective Date into the Exit Facility.
As a result of Debtor's Redevelopment, Debtor will also obtain Tax
Increment Funding as well as funding from a Traditional Commercial
Lender. Beginning approximately 44 months after the Effective Date,
Debtor anticipates generating revenue from the Redevelopment such
that the Plan will then be funded by revenue created by the
Debtor.
A copy of the Disclosure Statement dated June 21, 2019 is available
at https://tinyurl.com/y4jr9fkr from Pacermonitor.com at no charge.
About Century III Mall PA LLC
Century III Mall PA LLC -- http://www.centuryiiimall.com/-- owns
the Century III Mall shopping center located in West Mifflin,
Pennsylvania.
Century III Mall PA sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-23499) on Sept. 3,
2018. In the petition signed by Edward Sklyaroff, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.
The case is assigned to Judge Carlota M. Bohm.
The Debtor tapped Kirk B. Burkley, Esq., at Bernstein-Burkley,
P.C., as its legal counsel.
No official committee of unsecured creditors has been appointed.
CHARMING CHARLIE: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Charming Charlie Holdings Inc.
6001 Savoy Drive, Ste. 600
Houston, TX 77036
Business Description: Founded in 2004 and headquartered in
Houston, Texas, Charming Charlie --
https://www.charmingcharlie.com -- is a
specialty retailer offering fashion jewelry,
handbags, apparel, gifts and beauty
products. The Debtors currently operate 261
retail stores in the United States. The
Debtors previously sought bankruptcy
protection on Dec. 11, 2017 (Bankr. D. Del.
Lead Case No. No. 17-12906).
Chapter 11 Petition Date: July 11, 2019
Seven affiliates that concurrently filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Charming Charlie Holdings Inc. (Lead Case) 19-11534
Charming Charlie Canada LLC 19-11535
Charming Charlie International LLC 19-11536
Charming Charlie LLC 19-11537
Charming Charlie Manhattan LLC 19-11538
Charming Charlie USA, Inc. 19-11539
Poseidon Partners CMS, Inc. 19-11540
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors'
Local
Bankruptcy
Counsel: Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
Sally E. Veghte, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, Delaware 19801
Tel: (302) 426-1189
Fax: (302) 426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
sveghte@klehr.com
Debtors'
General
Bankruptcy
Counsel: Matthew M. Murphy, Esq.
Nathan S. Gimpel, Esq.
Matthew Smart, Esq.
PAUL HASTINGS LLP
71 South Wacker Drive, Suite 4500
Chicago, Illinois 60606
Tel: (312) 499-6000
Fax: (312) 499-6100
Email: mattmurphy@paulhastings.com
nathangimpel@paulhastings.com
MatthewSmart@paulhastings.com
- and -
Todd M. Schwartz, Esq.
PAUL HASTINGS LLP
1117 South California Avenue
Palo Alto, California 94304
Tel: (650) 320-1800
Fax: (650) 320-1900
Email: toddschwartz@paulhastings.com
Debtors'
Restructuring
Advisor: CLEAR THINKING GROUP LLC
Debtors'
Exclusive
Sales
Agents: HILCO MERCHANT RESOURCES, LLC
- and -
SB360 CAPITAL PARTNERS
Debtors'
Notice,
Claims Agent
and Administrative
Advisor: PRIME CLERK LLC
https://cases.primeclerk.com/charmingcharlie
Charming Charlie Holdings'
Estimated Assets: $0 to $50,000
Charming Charlie Holdings'
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Alvaro E. Bellon, chief financial
officer.
A full-text copy of Charming Charlie Holdings' petition is
available for free at:
http://bankrupt.com/misc/deb19-11534.pdf
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Guggenheim Securities, LLC / Professional $2,124,029
Links Holdings, LLC
Mark R. Walter
Chief Executive Officer
330 Madison Avenue
New York, NY 10017
Tel: 312‐977‐4560
Email: mark.walter@guggenheimpartners.com
2. Tanya Creations LLC Trade $1,086,459
Jeffery Massotti
360 Narragansett Park Drive
East Providence, RI 02916
Tel: 401‐241‐8881
Fax: 800‐928‐2423
Email: Jmassotti@tanyacreations.com
3. FTI Consulting, Inc. Professional $850,000
Stephen H. Gunby
Chief Executive Officer
16701 Melford Blvd
Bowie, MD 20715
Tel: 202‐312‐9100
Fax: 202‐312‐9101
4. Priority Fulfillment Services $775,497
Services, Inc.
Mike Willoughby,
Chief Executive Officer
505 Millennium Drive
Allen, TX 75013
Tel: 972 881‐2900
5. Fantas‐Eyes Trade
$715,184
Sam Terzi
385 5th Avenue 9th Floor
New York, NY 10016
Tel: 212‐997‐4433
Fax: 212‐997‐7630
Email: sam@fantas‐eyes.com
6. Paul, Weiss, Rifkind, Professional $636,715
Wharton & Garrison LLP
Eric J. Sekler, Executive Director
1285 Ave of Americas
New York, NY 10019‐6064
Tel: 212‐373‐2543
Email: esekler@paulweiss.com
7. Krazy Kat Sportswear, LLC Trade $570,997
Bansi Lakhani
25 E Union Ave
East Rutherford, NJ 07073
Tel: 212‐221‐3040
Fax: 212‐391‐1607
Email: bansi@krazykat.com
8. Berry Jewelry Trade $544,395
Martha Berry
29 W 38th Street
New York, NY 10018
Tel: 212‐354‐5014
Fax: 212‐354‐5015
Email: martha@berryjewelry.com
9. Aosheng Leather Co., Ltd. Trade $529,938
Tong Cao
18 Furong Road, Shiling Town,
Huadu District
Guangzhou, China 510850
Tel: 86‐159‐159‐99933
Email: tong@aoshengleather.cn
10. SMS Assist LLC Services $509,398
Marc Shiffman,
Chief Executive Officer
875 N Michigan Ave
Chicago, IL 60611
Email: mshiffman@smsassist.com
11. Design Clique Inc. Trade $468,195
Pam Hatcher
191 Race St
Denver, CO 80206
Tel: 720‐979‐9794
Email: pam@thedclique.com
12. Diversified Distribution Trade $441,688
Systems, LLC
Wade Wilson, Chief Operating Officer
7351 Boone Avenue North
Brooklyn Park, MN 55428
Tel: 612‐813‐5200
Fax: 612‐813‐5205
13. Bre Industries Inc. Trade $391,792
Ramin Mehrara
1928 South Santa Fe Avenue
Los Angeles, CA 90021
Tel: 213‐747‐4844
Fax: 213‐622‐0321
Email: Raminmehr@aol.com
14. Uncas International, LLC Trade $383,034
Felice Porcaro Silvia, President
1600 Division Road West
Warwick, RI 2893
Tel: 401‐461‐5900
Email: FeliceSilvia@uncas.com
15. Buxton Acquisition Co., LLC Trade $375,623
Michael Roe
245 Cadwell Drive
Springfield, MA 01104
Eric Lund, Principal
Tel: 954‐401‐3996
Email: mkettle@buxtonco.net
16. Cheetah Digital Inc. Trade $369,059
Sameer Kazi, Chief Executive Officer
22807 Network Place
Chicago, IL 60673
Tel: 212‐863‐4600
17. ESO International Ltd. Trade $354,583
Room 401, 4/F., Silvercord
Kowloon, Hong Kong
Carolyn Powers
Email: cpowers@esoriginals.com
18. Chateau International Trade $348,012
Sebastian Wang
188 Whitman Avenue
Edison, NJ 08817
Tel: 212‐967‐6705
Email: sebastian.wang@chateauus.com
19. Black Diamond Accessories Trade $342,069
Kenny Lee
20 West 37th St 8th Floor
New York, NY 10018
Tel: 212‐792‐8361
Fax: 212‐714‐1554
Email: Kenny@raytik.com
20. TMD Holdings Trade $326,036
Henry Wang
461 Melwood Ave
Pittsburgh, PA 15123
Tel: 412‐621‐6287
Email: orders@tmdholdings.com
21. BDO USA LLP Professional $325,300
Wayne Berson,
Chief Executive Officer
770 Kenmoor SE Ste 300
Grand Rapids, MI 49546
Tel: 703‐336‐14000
Email: wberson@bdo.com
22. Sarina Trade $315,226
Marc Faham
15 West 36th St
New York, NY 10018
Marc Faham, President
Tel: 212‐239‐8106
Fax: 212‐658‐9798
Email: Mfaham@sarinaacc.com
23. Secret Charm LLC Trade $311,121
Adir Haroni, Managing Member
1433 E. Walnut St
Los Angeles, CA 90011
Tel: 213‐742‐7744
Email: contact@secretcharm.com;
mswartz@secretcharm.com
24. PrimeTime NYC Trade $309,662
Isac Hannon
8 West 40th St
New York, NY 10018
Tel: 212‐967‐1841
Fax: 646‐854‐3833
Email: isac@primetimenyc.com
25. Moa Moa Trade $292,207
Alisha Kim
1215 West Walnut Street
Compton, CA 90220
Tel: 310‐605‐1910
Fax: 310‐605‐1911
Email: alisha@moamoainc.com
26. FedEx Trade $286,496
Fredrick Smith
942 S Shady Grover Rd
Memphis, TN 38120
Tel: 901‐369‐3600
Fax: 901‐818‐7570
Email: FWSmith@fedex.com
27. OLR America Inc. Trade $265,718
Kenneth Wehr, President
100 South 5th Street
Minneapolis, MN 55402
Tel: 612‐436‐4970
28. L and M Direct, LLC Trade $264,043
Maurice Terzi
48 West 37th St
New York, NY 10018
Tel: 713‐313‐9817
Email: maurice@tshirtandjeans.com
29. K and M Accessories LP Trade $261,313
Todd Marcus, President
425 Dexter St
Providence, RI 2907
Tel: 401‐784‐2339
Email: tmarcus@kandmaccessories.com
30. Yiwu Zhirui Jewelry Co., Ltd. Trade $250,676
NO.048‐052 B District
Yiwo, China 322000
Joe Ye
Tel: 86‐13957982158
CHARMING CHARLIE: Returns to Chapter 11 to Close All 261 Stores
---------------------------------------------------------------
Charming Charlie Holdings Inc. has returned to Chapter 11
bankruptcy after just one year, this time with plans to close all
261 stores across 38 states.
The Debtors commenced new chapter 11 cases approximately 14 months
after completing a prior restructuring and emerging from chapter 11
with a simplified capital structure, a reduced brick-and-mortar
footprint, and a revamped "Back to Basics" business plan.
Unfortunately, these efforts have not resulted in long-term
sustainability.
Alvaro E. Bellon, senior vice president and CFO, explained that the
Debtors once again face issues similar to those that precipitated
filing the Prior Cases: unsustainable operating expenses, including
onerous leases, and constrained liquidity under its loan documents.
This lack of liquidity has resulted in reduced inventory, further
exacerbating the Debtors' lack of availability under their asset
based loan. These factors combined with the continued decline of
the brick-and-mortar retail industry have made it increasingly
difficult for the Debtors to support their cost and capital
structure.
The Debtors, together with their advisors, pursued multiple
additional sources of financing and inventory (i.e., consignment
programs) to ease their liquidity crisis. However, on July 10,
2019, it became abundantly clear that those alternative sources
were not viable, or not available on the timeline required by the
company. After an extensive evaluation, the Debtors and their
advisors reached the difficult decision that the best way to
maximize value for all stakeholders is to commence an orderly
wind-down of Charming Charlie and its non-debtor affiliates.
On July 3, 2019, the Debtors entered into a Consulting Agreement
with the contractual joint venture comprised of Hilco Merchant
Resources, LLC and SB360 Capital Partners to effectuate the closure
of the Debtors' stores through going-out-of-business sales. The
Store Closing Sales will commence immediately upon Court approval
of the procedures set forth in the Consulting Agreement. The
Debtors estimate that the Store Closing Sales will last
approximately two months (store closing to be completed and
properties vacated by Aug. 31, 2019), and generate revenue of
approximately $30 million.
In consideration of their services, Hilco and SB360 will earn a fee
equal to 1.5 percent of the gross proceeds of merchandise sold at
the stores. SB360 Capital Partners is an affiliate of prepetition
lender Second Avenue Capital, LLC.
To finance these chapter 11 cases and the Store Closing Sales, the
Debtors have obtained proposed debtor-in-possession financing of
$13.0 million to be provided by the prepetition ABL Lenders. The
Debtors believe that the liquidity provided by the DIP Facility
will enable the Debtors to complete the Store Closing Sales in a
manner that maximizes recoveries for the Debtors' estates and
stakeholders.
Charming Charlie operates 261 locations across 38 states
nationwide. Retail stores are located in lifestyle centers,
shopping malls, power centers, street level shops, and outlets.
The stores are located in approximately 125 lifestyle centers, 80
shopping malls, 50 power centers, 2 street stores, and 4 outlets.
Currently, Texas, Florida, and California host the most
brick-and-mortar locations with approximately 75 locations in
total.
The Debtors employ approximately 3,342 employees, including
approximately 856 full-time employees and approximately 2,486
part-time employees.
$13MM DIP Financing
As of the Petition Date, the Debtors' total cash balance is
approximately $6,000, and they do not have readily available
sources of additional financing. Thus, the immediate access to the
DIP facility and cash collateral is essential.
The Prepetition ABL Lenders have agreed to provide approximately
$13.0 million in postpetition financing and the use of cash
collateral. In exchange for providing the critical financing
relief, the Debtors are seeking to convert or "roll up" all
outstanding prepetition ABL Facility obligations into DIP facility
obligations.
Prepetition Capital Structure
As of the Petition Date, the Debtors' capital structure consists of
outstanding funded-debt obligations in the aggregate amount of
approximately $81.8 million, including:
* $9.5 million outstanding under an ABL facility,
* $62.3 million outstanding under a term loan facility, and
* $10.0 million outstanding under a vendor facility.
Second Avenue Capital, LLC is the co-collateral agent and lender,
and White Oak Commercial Finance, LLC is the co-collateral agent,
lender, and administrative agent under the Prepetition ABL
Facility. Wilmington Trust, National Association, is the
administrative agent under the Prepetition Term Loan Facility, and
the Vendor Facility.
As of the Petition Date, these firms directly or indirectly hold
100% of the common equity interests of Holdings:
* THL Credit ("THL");
* Apollo Management ("Apollo");
* Medley Capital;
* Cion Investment Management;
* Russell Investments;
* Stichting Blue Sky;
* Redding Ridge Asset Management;
* Congruent Investment Partners;
* FLP Investments Ltd.;
* LCM Asset Management; and
* Stone Tower Capital.
* * *
The sales agents:
Ian Fredericks
Hilco Merchant Resources, LLC
5 Revere Drive, Suite 206
Northbrook, IL 60062
- and -
Robert Raskin
SB360 Capital Partners, LLC
1010 Northern Boulevard, Suite 340,
Great Neck, NY 11021,
Counsel for Hilco and SB360:
Douglas D. Herrmann, Esq.
Marcy J. McLaughlin, Esq.
Pepper Hamilton LLP
1313 Market Street, Suite 5100
Wilmington, DE 19801
Counsel to the Prepetition ABL Agents and DIP Agents:
John F. Ventola, Esq.
Jonathan D. Marshall, Esq.
Choate, Hall & Stewart, LLP
Two International Place
Boston, MA 02110
- and -
Mark D. Collins, Esq.
John H. Knight, Esq.
Richards, Layton & Finger, P.A.
920 N. King. St.
Wilmington, DE 19801
Counsel to the Prepetition Vendor Financing Agent and Prepetition
Term Loan Agent:
Gregory M. Gartland, Esq.
Winston & Strawn LLP
200 Park Avenue
New York, NY 10166
About Charming Charlie
Charming Charlie -- http://www.CharmingCharlie.com/-- is a
Houston-based specialty retailer focused on fashion jewelry,
handbags, apparel, gifts and beauty products. As of July 12, 2019,
Charming Charlie had both a national, operating 261 locations
across 38 states nationwide.
Charming Charlie Holdings Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11,
2017, and emerged from bankruptcy in April 2018. Kirkland & Ellis
LLP was the Company's legal counsel, Klehr Harrison Harvey
Branzburg LLP was local counsel, AlixPartners LLP was the
restructuring advisor, and Guggenheim Securities, LLC was the
investment banker in the restructuring.
On July 11, 2019, Charming Charlie Holdings and six affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11534), this time with plans to conduct going-out-of-business
sales for all stores.
In the new Chapter 11 cases, PAUL HASTINGS LLP is serving as
counsel, and CLEAR THINKING GROUP LLC is the restructuring advisor.
KLEHR HARRISON HARVEY BRANZBURG LLP is local bankruptcy counsel.
HILCO MERCHANT RESOURCES, LLC, and SB360 CAPITAL PARTNERS are the
sales agents. PRIME CLERK LLC is the claims agent.
CLARE OAKS: U.S. Trustee Appoints New Committee Member
------------------------------------------------------
The Office of the U.S. Trustee on July 9 appointed Wendell Webb, an
unsecured creditor of Clare Oaks, as new member of the official
committee of unsecured creditors in the company's Chapter 11 case.
Meanwhile, Harold Koenen, who was appointed on June 28, resigned
from the committee, according to court filings.
About Clare Oaks
Clare Oaks -- https://www.clareoaks.com/ -- is a not-for-profit
corporation that operates a continuing care retirement community.
Its facilities and services include independent living, assisted
living, skilled nursing, rehabilitation, and memory care services.
The Debtor previously sought bankruptcy protection on Dec. 5, 2011
(Bankr. N.D. Ill. Case No. 11-48903).
Clare Oaks sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 19-16708) on June 11, 2019. At the
time of the filing, the Debtor estimated assets of between $10
million and $50 million and liabilities of between $100 million and
$500 million.
The case is assigned to Judge Donald R. Cassling.
The Debtor tapped Polsinelli PC as legal counsel; Solic Capital
Advisors LLC as financial advisor; and Stretto LLC as claims and
balloting agent and as administrative advisor.
The Office of the U.S. Trustee on June 28 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Clare Oaks. Notices of appearance were filed by
David J. Gold, Esq., Yasamin N. Oloomi, Esq., and Eric E. Walker,
Esq., at Perkins Coie, in Chicago, Illinois, on behalf of the
Creditors' Committee.
DELTA VISIONS: Seeks to Hire Ivey McClellan as Legal Counsel
------------------------------------------------------------
Delta Visions seeks approval from the U.S. Bankruptcy Court for the
Middle District of North Carolina to hire Ivey, McClellan, Gatton &
Siegmund as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding the
preservation of its assets and the examination of contracts,
financing statements and other related documents.
The firm's hourly rates are:
Dirk Siegmund $350
Charles Ivey III $500
Samantha Brumbaugh $350
Darren McDonough $350
John Blust $300
Charles Ivey IV $250
Jane Harrison $100
Melissa Murrell $100
Tabitha Coltrane $100
Claudia Rodriguez $100
Ivey McClellan has agreed to a retainer fee of $10,000, of which
$5,000 was paid to the firm on June 27.
Dirk Siegmund, Esq., a partner at Ivey McClellan, disclosed in
court filings that he and his firm are "disinterested" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Dirk W. Siegmund, Esq.
Ivey, McClellan, Gatton & Siegmund
100 South Elm Street Suite 500
Greensboro, NC 27401
Phone: 336-274-4658
Fax: 336-274-4540
About Delta Visions
Delta Visions sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D.N.C. Case No. 19-50678) on June 28, 2019. The
case is assigned to Judge Catharine R. Aron. The Debtor is
represented by Ivey, McClellan, Gatton & Siegmund.
EQUINIX INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
-------------------------------------------------------
Egan-Jones Ratings Company, on July 2, 2019, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Equinix Incorporated to BB- from B+.
Equinix, Incorporated is an American multinational company
headquartered in Redwood City, California, that specializes in
internet connection and data centers. The company leads in global
colocation data center market share, with 200 data centers in 24
countries on five continents.
EYEPOINT PHARMACEUTICALS: CFO Price to Quit in August
-----------------------------------------------------
David Price notified EyePoint Pharmaceuticals, Inc. of his decision
to resign as chief financial officer of the Company, effective Aug.
9, 2019, in order to accept another employment opportunity. The
Company expects that Mr. Price will continue to serve as chief
financial officer until after the filing of the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2019.
EyePoint said Mr. Price's decision to depart from the Company does
not reflect any disagreement with the Company on any matter
relating to the Company's operations, policies or practices. The
Company thanks Mr. Price for his many contributions and for his
willingness to continue to assist the Company to ensure a smooth
transition.
The Company has initiated a search for a new chief financial
officer and will announce Mr. Price's successor once one has been
hired.
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders. With the approval by the FDA on Oct.
12, 2018 of the YUTIQ three-year treatment of chronic
non-infectious uveitis affecting the posterior segment of the eye
(NIPU), the Company has developed the majority of the FDA-approved
sustained-release treatments for eye diseases.
The Company reported a net loss of $44.72 million for the six
months ended Dec. 31, 2018. For the year ended June 30, 2018, the
Company reported a net loss of $53.17 million, compared to a net
loss of $18.48 million for the year ended June 30, 2017. As of
March 31, 2019, the Company had $81.85 million in total assets,
$61.97 million in total liabilities, and $19.87 million in total
stockholders' equity.
Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, 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 limited currently available
cash, cash equivalents and available borrowings, together with its
history of losses, and the uncertainty in timing of cash receipts
from its newly launched products raise substantial doubt about the
Company's ability to continue as a going concern.
FLEXI-VAN LEASING: Moody's Reviews Caa2 on Sec. Notes for Downgrade
-------------------------------------------------------------------
Moody's Investors Service placed the Caa2 rating of the 10% senior
secured second lien notes due 2023 of intermodal chassis provider
Flexi-Van Leasing, Inc. on review for downgrade. This action
follows the announcement that Flexi-Van commenced an offer to
exchange the $300 million of Existing Notes for 10.25% senior
secured second lien notes due 2023. Moody's expects any potential
downgrade of the Existing Notes to be at least one notch. The Caa1
Corporate Family Rating and Caa1-PD Probability of Default Rating
are unaffected at this time. The exchange offer will expire on July
29, unless extended or earlier terminated.
RATINGS RATIONALE
Moody's review will focus on possible differences in security and
priority of claim of the Existing Notes relative to the New Notes
and other obligations of Flexi-Van. In particular, Moody's will
take into account the possibility that the security interests in
the collateral securing the Existing Notes will be released, in the
event holders of at least 80% of the aggregate principal amount of
Existing Notes consent to such collateral release in a consent
solicitation that Flexi-Van is conducting concurrent with the
exchange offer. If approved, the Existing Notes would no longer be
secured by a second-priority lien on all of the assets that secure
the obligations of the ABL credit facility, whereas the New Notes
will have the benefit of such collateral. Flexi-Van is also seeking
consent to eliminate certain restrictive covenants, events of
default and related provisions in the indenture of the Existing
Notes.
Flexi-Van is the third largest provider of chassis rental equipment
to the intermodal transportation industry with an estimated 25%
market share in the marine chassis segment. The company provides
chassis to ocean carriers, beneficial cargo owners, motor carriers
and other logistics companies, which makes the company susceptible
to the risk of weakening containerized cargo in a cyclical
downturn. Leverage remains elevated, with debt/EBITDA at 7.3 times
calculated for the last 12 months ended March 31, 2019 excluding
cash interest income. Furthermore, the amount that is available
under the company's ABL credit facility before the company is
required to maintain certain financial covenants is very limited.
Any borrowings in excess of this amount could result in a covenant
breach. Free cash flow is expected to be managed to be about
break-even.
On Review for Downgrade:
Issuer: Flexi-Van Leasing, Inc.
Senior Secured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Caa2
Outlook Actions:
Issuer: Flexi-Van Leasing, Inc.
Outlook, Changed To Rating Under Review From Negative
The principal methodology used in this rating was Surface
Transportation and Logistics published in May 2019.
Flexi-Van Leasing, Inc., headquartered in Kenilworth, NJ, is one of
three main providers of chassis rental equipment to the intermodal
transportation industry in North America, with a total chassis
fleet of approximately 110,000 units. Flexi-Van Leasing, Inc. is a
private company, owned indirectly by Mr. David H. Murdock, Chairman
and CEO of the company.
GARLAND BARBECUE: Court Approves Amended Plan Outline
-----------------------------------------------------
Bankruptcy Judge Harlin D. Hale issued an order approving Garland
Barbecue #1, LLC and Farmers Branch Barbecue, LLC's amended
disclosure statement.
The Troubled Company Reporter previously reported that all allowed
unsecured creditors will share pro rata in the unsecured creditors
pool for each case. The unsecured creditors in each Debtor’s
case, will include the Guaranty claim held by LiftForward in each 2
case.
A full-text copy of the Joint Amended Disclosure Statement dated
May 6, 2019, is available at https://tinyurl.com/y5xdkpmk from
PacerMonitor.com at no charge.
About Garland Barbecue #1
Garland Barbecue #1, LLC's business consists of the ownership and
operation of a Dickie Barbecue restaurant in Garland, Texas.
Garland Barbecue #1, LLC, doing business as Dickeys Barbecue Pit,
filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33510) on
Oct. 30, 2018. In the petition signed by Jeff Bass, president, the
Debtor estimated less than $500,000 in assets and liabilities. The
Debtor is represented by Eric A. Liepins, Esq. of Eric A. Liepins,
P.C.
GLASS MOUNTAIN: Moody's Affirms B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Glass Mountain Pipeline
Holdings, LLC ratings, including its B3 Corporate Family Rating,
B3-PD Probability of Default Rating and the B3 rating on the term
loan B. The term loan B is being increased by $129 million to fund
growth capital projects. The outlook is stable.
"The affirmation of Glass Mountain Pipeline's B3 CFR reflects our
expectation that the company will continue to grow its earnings and
delever," said James Wilkins, Moody's Vice President. "The proposed
increase in the senior secured term loan B and a sponsor equity
contribution will allow the company to pursue further capacity
expansion projects and diversify its customer base."
Outlook Actions:
Issuer: Glass Mountain Pipeline Holdings, LLC
Outlook, Remains Stable
Affirmations:
Issuer: Glass Mountain Pipeline Holdings, LLC
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Senior Secured Term Loan B, Affirmed B3 (LGD4)
Senior Secured Revolving Credit Facility, Affirmed B3 (LGD4)
RATINGS RATIONALE
The affirmation of Glass Mountain Pipeline's B3 CFR reflects the
expected positive impact of its new expansion projects and
significant equity component of capex funding sourced from its
sponsor ($84 million sponsor contribution), despite the increase to
its already high leverage. The proposed $129 million increase in
the term loan B will increase its senior secured term loan B
balance to $425 million and keep leverage over 9x in 2019 before
the new projects meaningfully contribute to earnings. The projects
will expand Glass Mountain Pipeline's capacity (pipeline throughput
to 630,000 barrels (bbls) per day, storage to 4.3 mm bbls, increase
in receipt points) as well as area served providing for more
customers and further diversification of its customer base.
The B3 CFR is driven by the very high leverage, the need to
increase EBITDA to reduce leverage to a level more typical of
single-B rated midstream entities and considerable uncertainty over
the pace at which Glass Mountain Pipeline's volumes will ramp up
and deleveraging will occur, even as credit metrics are forecasted
to improve materially in 2020. The company had leverage of 9.9x as
of year-end 2018 (before the increase in term loan financing) and
its leverage will remain high before declining as the projects and
new business on legacy assets contribute to higher EBITDA. The
rating also reflects the company's modest scale, weak coverage
metrics, concentrated customer base and limited operating history.
The uncertainty surrounding future volume and earnings growth can
be beyond the control of Glass Mountain Pipeline, such as the
impact of changing commodity prices on exploration & production
(E&P) companies' investments, E&Ps' allocation of capital among the
various regions in which they operate, E&Ps' drilling plans and
individual well production levels. All of the contracts with E&P
customers are acreage dedications and do not provide for certain
cash flows (except one legacy contract with Chesapeake Energy
Corporation (B1 Stable) which includes minimum volume commitments).
Glass Mountain Pipeline's volumes ramped up more slowly in
2018-2019 than originally projected in the STACK. Despite the
increase in customer base and area served, there is limited
visibility of how quickly additional customers will transition to
its pipeline network.
The rating is supported by Glass Mountain Pipeline's largely
fee-based contracts (minimizing direct commodity price risk) that
can lead to stable cash flow generation, low working capital
requirements, and an excess cash flow sweep that will require
repayment of debt, but may not result in meaningful debt reduction
as long as the company has material growth capital projects. The
company's volumes sourced from the STACK, where Devon Energy
Corporation (Ba1 Positive) operates under an acreage dedication
agreement with Glass Mountain Pipeline, will drive revenue growth.
The senior secured term loan B and senior secured revolving credit
facility are rated B3, the same level as the B3 CFR. The lack of
notching of the ratings on the debt relative to the CFR reflects
the fact that the debt under the credit facilities comprises all of
the company's third party debt and almost all of its liabilities.
The amount outstanding under the term loan B is expected to $425
million following the proposed $129 million increase. The term loan
and revolver are pari passu. The company has few lease obligations
and carries a low trade accounts payable balance.
Glass Mountain Pipeline has adequate liquidity supported by
positive cash flow from operations and cash balances. It has an
undrawn revolving credit facility due 2022, but no available
borrowing capacity as a result of not being able to meet the 4.50x
leverage incurrence covenant. (Moody's expects the leverage ratio
to exceed 4.50x through year-end 2020.) The 2019-2020 capital
expenditures for extensions to its pipeline network south of the
Omega terminal and a new mainline lateral to Cushing will be funded
by additional committed equity and cash provided by the increase in
term loan borrowings (placed in capital reserve account). There is
an excess cash flow sweep mechanism under the credit facility that
requires repayment of debt with excess cash flow as long as the
Consolidated Net Leverage Ratio is above 3.0x, but ongoing growth
capital expenditures will result in no debt repayment under the
sweep during 2019. Moody's expects the company will comply with its
credit facility financial covenants through 2020, a minimum debt
service coverage ratio of 1.10x and, if the revolver is drawn or
there are more than $10 million of letters of credit issued, a
Maximum Consolidated Net Leverage Ratio of no more than 4.50x. The
company has no near term debt maturities.
The stable outlook reflects its expectation of the company will
achieve volume growth in 2019-2020 in the STACK and improve its
leverage metrics to levels supportive of the B3 CFR in 2020. The
ratings could be upgraded if Glass Mountain Pipeline executes on
its growth program, EBITDA grows towards $75 million while leverage
(Debt to EBITDA) declines towards 6.0x. The ratings could be
downgraded if Glass Mountain Pipeline is not successful in
achieving its growth plans or its interest coverage deteriorates.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
Glass Mountain Pipeline, LLC, a wholly-owned subsidiary of Glass
Mountain Pipeline Holdings, LLC, is the owner of a pipeline system
transporting crude oil from the Mississippi Lime, Granite Wash and
STACK oilfields to Cushing, OK, where it has storage capacity and
interconnects to major pipeline systems.
GLASS MOUNTAIN: S&P Cuts Rating to 'B-' After Term Loan B Add-On
----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating to 'B-' from 'B'
and maintained the '3' recovery rating on Glass Mountain Pipeline
Holdings LLC's upsized $425 million senior secured term loan B
facility. At the same time, S&P lowered its issuer credit rating on
the company to 'B-' from 'B'. The outlook is now stable.
S&P said, "The downgrade of the company to 'B-' from 'B' reflects
our expectation that Glass Mountain will maintain a debt-to-EBITDA
ratio of above 9x in 2019 following the issuance of $129 million
add-on to the $296 million outstanding term loan B.
"The stable outlook on Glass Mountain Pipeline LLC reflects our
expectation that its adjusted debt-to-EBITDA ratio will be
approximately 9.0x in 2019 based on the upsized term loan issuance.
However, we anticipate that the company's leverage will improve
over the next several years and approach 7x in 2020, as the
southern extension of the pipeline system comes online and the
company expands its customer portfolio.
"We could lower our ratings on Glass Mountain if its leverage
remains elevated at a level we view as unsustainable. We could also
lower the rating if liquidity becomes constrained. This could occur
due to lower-than-expected volume growth from depressed commodity
prices or delayed construction of the southern extension.
"We could raise the rating on Glass Mountain if we expect leverage
to fall below 6.0x on a sustained basis. This could occur if
throughput volumes are greater than our forecasted level."
GLOBAL CORE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Global Core Stillwater, LLC
dba La Quinta Inn & Sites Stillwater
5285 West 6th Ave
Stillwater, OK 74074
Business Description: Global Core Stillwater, LLC is a Single
Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). The Company is
doing business as La Quinta Inn &
Sites Stillwater, a hotel located in
Stillwater, Oklahoma.
Chapter 11 Petition Date: July 10, 2019
Court: United States Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Case No.: 19-12805
Judge: Hon. Janice D. Loyd
Debtor's Counsel: Charles C. Ward, Esq.
THE LAW OFFICE OF CHARLES C. WARD, PLLC
2525 NW Expressway, Suite 111
Oklahoma City, OK 73112
Tel: (405) 418-8447
E-mail: cward@charlescwardlaw.com
Total Assets: $5,644,440
Total Liabilities: $4,874,617
The petition was signed by Lakhwinder S. Multani, president.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/okwb19-12805.pdf
GODSTONE RANCH: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on July 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Godstone Ranch Real Estate,
LLC.
About Godstone Ranch Real Estate
Godstone Ranch Real Estate, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33153) on June
3, 2019. At the time of the filing, the Debtor disclosed assets of
between $100,001 and $500,000 and liabilities of the same range.
The case has been assigned to Judge Jeffrey P. Norman. Michael
Hardwick, PLLC is the Debtor's bankruptcy counsel.
GOLASINSKI HOMES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on July 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Golasinski Homes LLC.
About Golasinski Homes LLC
Golasinski Homes LLC owns in fee simple three real estate
properties in Harris County, Texas, with a total current value of
$1.41 million.
Golasinski Homes sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-33035) on June 2,
2019. At the time of the filing, the Debtor disclosed $1,410,129
in assets and $1,004,609 in liabilities. The case has been
assigned to Judge Jeffrey P. Norman. David L. Venable, Esq., is
the Debtor's bankruptcy attorney.
GRIFFIN'S SECURITY: Seeks to Hire Brian W. Hofmeister as Counsel
----------------------------------------------------------------
Griffin's Security LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire the Law Firm of Brian
W. Hofmeister, LLC, as its legal counsel.
The firm will provide all legal services necessary to achieve a
successful reorganization or sale of the Debtor's assets.
Brian Hofmeister, Esq., the attorney who will be handling the case,
charges an hourly fee of $425. His firm charges $195 per hour for
paralegal services.
Mr. Hofmeister disclosed in court filings that his firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Brian W. Hofmeister, Esq.
Law Firm of Brian W. Hofmeister, LLC
3131 Princeton Pike
Building 5, Suite 110
Lawrenceville, NJ 08648
Phone: 609-890-1500
Fax: 609-890-6961
Email: bwh@hofmeisterfirm.com
About Griffin's Security
Griffin's Security, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 19-22984) on July 1, 2019.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
HAMPSTEAD GLOBAL: Seeks to Hire Kirby Aisner as New Counsel
-----------------------------------------------------------
Hampstead Global, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire a new legal
counsel.
In an application filed in court, the Debtor proposes to employ
Kirby Aisner & Curley LLP to substitute for the Law Office of
Charles A. Higgs.
The hourly rates for the firm's attorneys range from $410 to $525.
Paraprofessionals charge $150 per hour.
Erica Aisner, Esq., at Kirby Aisner, disclosed in court filings
that the firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Erica R. Aisner, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Phone: (914) 401-9500 / (914) 401-9502
Email: eaisner@kacllp.com
About Hampstead Global
Hampstead Global LLC, a privately held company in Tarrytown, N.Y.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 19-22721) on March 30, 2019. At the time of the
filing, the Debtor estimated assets and liabilities of between $1
million and $10 million. The case is assigned to Judge Robert D.
Drain. Kirby Aisner & Curley LLP is the Debtor's counsel.
HDR HOLDING: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on July 9 appointed
three creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of HDR Holding, Inc. and its
affiliates.
The committee members are:
(1) DNOW L.P.
Attn: Jordan Chester, Senior Counsel
7402 N. Eldridge Parkway
Houston, TX 77041
Phone: 281-823-4863
Fax: 281-823-5225
(2) General Engineering Company
Attn: John E. Owens, President
P.O. Box 549
Abingdon, VA 24212
Phone: 276-628-6068
Fax: 276-628-4311
(3) Kutzner Manufacturing Industries Inc.
Attn: Paul M. Renninger, President
3255 Meetinghouse Road
Telford, PA 18969
Phone: 215-721-1712
Fax: 215-721-0751
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.
Proposed counsel for the Committee:
Donald J. Detweiler, Esq.
John H. Schanne II, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 N. Market Street, P.O. Box 1709
Wilmington, Delaware 19899-1709
Tel: (302) 777-6500
Fax: (302) 421-8390
Email: detweild@pepperlaw.com
schannej@pepperlaw.com
-- and --
Francis J. Lawall, Esq.
PEPPER HAMILTON LLP
3000 Two Logan Square Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Tel: (215) 981-4000
Fax: (215) 981-4750
Email: lawallf@pepperlaw.com
About HDR Holding and Schramm
HDR Holding, Inc. and Schramm, Inc. -- http://www.schramminc.com/
-- are manufacturers and suppliers of branded land-based hydraulic
drills and equipment to the mining, oil and gas, water and other
end-markets. The company's products are sold on every continent,
and the Company and its products maintain major market positions
China, Australia, Russia, Latin America, and Africa. HDR is a
holding company and the direct parent of Schramm, owning 100% of
the equity in Schramm.
HDR Holding and Schramm, Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 19-11396) on June 24, 2019.
HDR Holding estimated assets of $50 million to $100 million and
liabilities of the same range as of the bankruptcy filing.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel;
FocalPoint Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
HEART ROCK: Taps Lamey Law Firm as Legal Counsel
------------------------------------------------
Heart Rock, LLC, received approval from the U.S. Bankruptcy Court
for the District of Minnesota to hire Lamey Law Firm, P.A., as its
legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm's hourly rates are:
John Lamey III, Esq. $335
Associate/Contract Attorneys $250
Law Clerks $150
Paralegals $130
Lamey Law received a $5,000 retainer, of which $1,717 was used to
pay the filing fee.
Lamey Law does not hold conflicts with regard to any of the
creditors or other interested parties in the Debtor's Chapter 11
case, according to court filings.
The firm can be reached through:
John D. Lamey III, Esq.
Lamey Law Firm, P.A.
980 Inwood Avenue North
Oakdale, MN 55128
Phone: 651.309.8180
About Heart Rock
Heart Rock, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 19-50490) on June 17,
2019. At the time of the filing, the Debtor estimated assets of
between $500,001 and $1 million and liabilities of the same range.
The case is assigned to Judge Robert J. Kressel.
HEXION HOLDINGS: Chapter 11 Plan Declared Effective July 1
----------------------------------------------------------
On July 1, 2019, the effective date of the second amended joint
Chapter 11 plan of reorganization of Hexion Holdings LLC and its
debtor-affiliates occurred. The U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' amended joint
reorganizational plan on June 25, 2019.
About Hexion Holdings
Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com/ --
is a producer of thermoset resins or thermosets, and a producer of
adhesive and structural resins and coatings. The company is
incorporated in New Jersey while most of its co-debtors are
Delaware limited liability companies or Delaware corporations.
Hexion Inc. is the direct or indirect parent of the debtors and the
non-debtor affiliates.
Hexion Holdings LLC is the sole member of Hexion LLC, which is the
sole owner of Hexion Inc.
Hexion Inc. employs 4,000 people around the world, including 1,300
in the U.S. across 27 production facilities.
Hexion Holdings LLC and its co-debtors sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10684) on April 1, 2019. At the time of the filing, the Debtors
estimated assets and liabilities of between $1 billion and $10
billion.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger, P.A., as bankruptcy counsel; Paul Weiss Rifkind Wharton &
Garrison LLP, as special financing and securities; Moelis & Company
LLC as financial advisor; AlixPartners LLP as restructuring
advisor; and Omni Management Group as claims, noticing,
solicitation and balloting agent.
The Office of the U.S Trustee appointed an official committee of
unsecured creditors on April 10, 2019. The committee tapped Bayard
P.A. and Kramer Levin Naftalis & Frankel LLP as its legal counsel.
HORIZON PHARMA: Moody's Rates New Unsec. Notes Due 2027 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new senior
unsecured notes of Horizon Pharma USA, Inc., a subsidiary of
Horizon Therapeutics plc. There are no changes to Horizon's
existing ratings including the Ba3 Corporate Family Rating, the
Ba3-PD Probability of Default Rating, the Ba1 senior secured
rating, the B1 senior unsecured rating and the SGL-1 Speculative
Grade Liquidity Rating. The outlook remains unchanged at stable.
Proceeds of the new senior unsecured notes due 2027 are for the
repayment of existing senior notes due in 2023 and 2024. The
refinancing is credit-positive because it is modestly deleveraging
and at the same time extends Horizon's debt maturity profile.
Rating assigned:
Issuer: Horizon Pharma USA, Inc.
Senior unsecured notes due 2027, at B1 (LGD4)
RATINGS RATIONALE
Horizon's Ba3 Corporate Family Rating reflects its modest size
compared to peers in the global pharmaceutical industry with annual
revenue of about $1.2 billion. Horizon's efficient operating
structure, with high profit margins and a low tax rate, results in
good cash flow. Horizon's drugs for rare diseases have high price
points, solid growth potential, and generally high barriers to
entry. Key pipeline opportunities include the thyroid eye disease
drug teprotumumab -- recently filed for FDA approval -- and
expanding uses of Krystexxa. Moody's anticipates that the company
will continue successfully transitioning towards rare and orphan
diseases, and away from primary care products, which face rising
pricing pressure. Financial leverage is modestly high with
debt/EBITDA of 3.8x at March 31, 2019, but growth in earnings will
drive deleveraging absent large debt-financed acquisitions. Risk
factors include declining trends in the primary care business,
pipeline execution risk and unresolved legal exposures. Product
concentration is somewhat high, with the top three drugs generating
over half of sales.
The rating outlook is stable reflecting Moody's expectation for
solid growth in Horizon's orphan disease and rheumatology products
and gross debt/EBITDA sustained below 4.5x.
Factors that could lead to an upgrade include: successful
commercial uptake of teprotumumab; solid organic revenue growth;
improving product diversity; and resolution of the outstanding
Department of Justice subpoena into marketing and commercialization
practices. Specifically, debt/EBITDA sustained below 4.0 times
could support an upgrade.
Factors that could lead to a downgrade include erosion in cash flow
that may arise from declining volumes, significant pricing
pressure, or generic competition for key products. Significant
pipeline setbacks, shareholder-friendly changes in capital
structure, or an escalation of legal risks could also pressure the
ratings. Specifically, debt/EBITDA sustained above 5.0 times could
lead to a downgrade.
Headquartered in Lake Forest, Illinois, Horizon Pharma USA, Inc.,
is an indirect wholly-owned subsidiary of Dublin, Ireland-based
Horizon Therapeutics plc. Horizon is a publicly-traded
pharmaceutical company focused on developing and commercializing
innovative medicines that address unmet treatment needs for rare
and rheumatic diseases. Net annual revenues total approximately
$1.2 billion.
The principal methodology used in this rating was Pharmaceutical
Industry published in June 2017.
HORIZON THERAPEUTICS: S&P Rates New Senior Unsecured Notes 'B+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to the proposed senior unsecured notes that will be
issued by Horizon Pharma USA Inc., which is an operating subsidiary
of parent Horizon Therapeutics PLC. The '5' recovery rating
indicates S&P's expectation for modest (10%-30%; rounded estimate:
20%) recovery in the event of a payment default.
Horizon plans to use the proceeds from the notes, along with cash
on hand, to redeem its outstanding senior unsecured notes due in
2023 and 2024. Because the new senior unsecured debt is primarily
replacing outstanding senior unsecured debt, S&P's recovery
estimate has not materially changed.
S&P said, "Our 'BB-' long-term issuer credit rating and stable
outlook on Horizon remain unchanged. Our rating continues to
reflect the company's fairly high product concentration, its
limited pipeline of new products, and its adjusted debt to EBITDA
in the 3x-4x range."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Pro forma for the transaction, Horizon's capital structure will
comprise a $200 million secured revolving credit facility (assumed
85% drawn at default), $518 million of senior secured term loans,
$500 million of unsecured notes, and $400 million of exchangeable
senior convertible debt.
-- The senior secured term loan is issued by Horizon Pharma USA
Inc.
-- The unsecured notes are issued by Horizon Pharma USA Inc. and
guaranteed by Horizon Therapeutics PLC and its other operating
subsidiaries.
-- The 2.5% exchangeable 2022 notes are issued by Horizon Pharma
Investment Ltd. and guaranteed on a downstream basis by Horizon
Therapeutics PLC. The exchangeable notes do not have a guarantee
from Horizon Pharma USA Inc. and are structurally subordinated to
the secured term loan and senior unsecured notes.
-- S&P estimates that the company's EBITDA at emergence from a
hypothetical default would likely be significantly lower than its
2018 EBITDA levels. S&P believes the default would likely occur due
to significant pricing pressure and/or competition for several of
Horizon's lead products and a failure to win approval for
teprotumumab.
-- Given Horizon's patented branded products, S&P has applied a 7x
EBITDA multiple, which is in line with the multiples it uses for
similar pharmaceutical companies, to arrive at an estimated
enterprise value at emergence from default.
Simulated default assumptions
-- Contemplated year of default: 2023
-- Expected jurisdiction of default: U.S.
-- EBITDA at emergence: $122 million
-- EBITDA multiple: 7x
-- Unadjusted gross enterprise value: $856 million
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $814
million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Collateral value available to secured creditors: $814 million
-- Senior secured debt claim: $707 million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available to unsecured creditors: $106 million
-- Unsecured debt claim: $514 million
-- Recovery expectations: 10%-30% (rounded estimate: 20%)
-- Value available to subordinated creditors: $0
-- Subordinated debt claim: $405 million
-- Recovery expectations: 0%-10% (rounded estimate: 0%)
Note: All debt amounts include six months of prepetition interest.
Ratings List
Horizon Therapeutics
New Rating
Horizon Therapeutics plc
Issuer Credit Rating BB-/Stable/--+
New Rating
Horizon Pharma USA Inc
Senior Unsecured
US$500 mil nts due 2027 B+
Recovery Rating 5(20%)
HUSKIES PARENT: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Huskies Parent, Inc. in
connection with the issuance of new credit facilities. Insurity's
proposed $40 million senior secured revolving credit facility and
$370 million senior secured first lien term loan were assigned
ratings of B2. The outlook is stable.
Proceeds from the proposed $370 million first lien term loan, $160
million (unrated) second lien term loan, and approimately $820
million of new cash equity will be used to fund the acquisition of
Insurity by funds affiliated with GI Partners, repay existing
indebtedness, and pay transaction fees and expenses of
approximately $22 million.
Assignments:
Issuer: Huskies Parent, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Gtd Senior Secured 1st lien Term Loan, Assigned B2 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility, Assigned B2
(LGD3)
Outlook Actions:
Issuer: Huskies Parent, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Insurity's B3 CFR broadly reflects its high leverage pro forma for
the proposed debt issuance, modest free cash flow generation, small
scale as measured by revenues, and limited geographic and
end-market diversification. For the LTM period ended April 30,
2019, Moody's adjusted leverage was approximately 8.2x (including
adjustments for certain one-time expenses, a portion of anticipated
synergies, and the treatment of capitalized software as an
expense). However, when fully adjusting for synergies anticipated
to be completed over the next 12-18 months, leverage could be
viewed as a more moderate 7.1x. Free cash flow to debt is
anticipated to be in the 2-3% range over the next 12-18 months, but
is expected to improve gradually as restructuring expenses roll off
and margin improvement is achieved. The rating also considers the
highly competitive nature of the market for commercial property and
casualty insurance software and Insurity's recent difficulty in
achieving market rates of organic growth.
The rating is supported by Insurity's defensible competitive and
market positioning within the highly stable niche areas of the
insurance software industry it plays. The company's products are
very 'sticky' due to their critical role in the operations of
insurance carriers and tend to have long implementation and
training periods averaging 12-15 months, as well as long term
contracts of 3-5 years. The average tenor of Insurity's client base
is over 15 years, and the company counts 15 of the largest 25 U.S.
insurance carriers as customers. Over the next 12-18 months,
Insurity is expected to reduce leverage to below 8x, driven by
organic growth in the high single digits, and improving EBITDA
generation which will be substantially buoyed by recently
implemented price increases and cost cutting initiatives.
The stable outlook reflects Moody's expectation that Insurity will
continue to grow organically while achieving expense reductions and
reducing leverage to below 8x over the next 12-18 months.
The ratings could be downgraded if Insurity is not on track to
reduce leverage to below 8x over the next 12-18 months, if the
company experiences a deceleration in organic growth, or if
liquidity materially weakens. Ratings could also be downgraded if
the company were to pursue substantial debt funded M&A activity or
dividends.
Though unlikely in the near future, ratings could be upgraded if
Insurity maintains leverage below 6.5x and free cash flow to debt
is sustained above 5% whilst maintaining organic growth in the
mid-to-high single-digit percent range.
Insurity's liquidity profile is considered adequate, supported by a
$40 million committed revolving credit facility, modest cash
balances, and expected annualized free cash flow generation of $15
to $25 million over the next 12-18 months.
The B2 rating for Insurity's proposed senior secured bank credit
facilities reflects a B3-PD PDR and two class debt structure with
the first lien facilities receiving support from an unrated
first-loss tranche second lien term loan. The $40 million first
lien revolver, the $370 million first lien term loan, and the $160
million second lien term loan mature in 2024, 2026, and 2027,
respectively. The credit facilities are secured substantially all
assets of the borrower, Huskies Parent, Inc., and are guaranteed by
its subsidiaries and its holding company, GI Ibex Acquisition LLC.
The principal methodology used in these ratings was Software
Industry published in August 2018.
Insurity, based in Hartford, CT, provides core insurance technology
software solutions and services to the property and casualty
insurance carrier market. The company generated revenues of
approximately $173 million in the LTM period ended April 30, 2019.
Insurity is owned by funds affiliated with private equity firm GI
Partners.
HUSKIES PARENT: S&P Assigns 'B-' Long-Term ICR; Outlook Stable
--------------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' long-term issuer
credit rating on insurance technology software solutions provider
Huskies Parent Inc. (d/b/a Insurity Inc.). The outlook is stable.
At the same time, S&P assigned its 'B-' debt rating and '3'
recovery rating on the company's proposed $410 million first-lien
credit facility ($40 million revolver due 2024 and $370 million
term loan due 2026). The '3' recovery rating indicates meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of a payment
default. The $160 million second-lien term loan due in 2027 is
unrated.
The 'B-' issuer credit rating on Insurity is based on its small
revenue base, narrow market focus on domestic property and casualty
(P&C), and highly leveraged capital structure. Founded in 1971,
Insurity is a core insurance technology software solutions and
services provider to the P&C domestic commercial insurance carrier
market. Insurity has four primary software programs: policy
solutions, integrated suites, claims solutions, and data and
analytics. Insurity will be purchased by private equity sponsor GI
Partners and recapitalized as part of the transaction.
S&P said, "The outlook reflects our expectation that Insurity will
benefit from improved pricing terms and conditions and expanding
relationships with its existing client base to improve its EBITDA
margin to 32%-36%. Additionally, we expect Insurity to maintain key
carrier relationships providing stable revenues. The stable outlook
also reflects our expectation that Insurity will maintain pro forma
EBITDA leverage near 8.5x or slightly lower for 2019. We expect
high-single-digit top-line organic growth and minimal to no
acquisitions over the next few years.
"We could lower our ratings in the next 12 months if credit
protection measures deteriorate significantly, resulting in our
view of an unsustainable capital structure and materially weakened
liquidity. This could occur if organic growth or cash flow
meaningfully deteriorates, from higher-than-anticipated one-time
implementation costs or significant lost revenue from client
departures related to pricing on renewal/new contracts. This would
lead to negative free operating cash flows that could pressure the
sustainability of the capital structure or lead to a worsening of
liquidity.
"We could raise the ratings over the next 12 months if credit
measures improve materially beyond our expectations, including
financial leverage less than 7x, EBITDA coverage above 2x, and FOCF
to debt in the mid to high single digits. This could occur if the
company is able to realize many of the cost savings sooner than
anticipated and if cash-flow generation sustainably improves."
IFRESH INC: Incurs $12.0-Mil. Net Loss for Year Ended March 31
--------------------------------------------------------------
iFresh Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K, disclosing a net loss of
$12,003,443 on $125,431,439 of total net sales for the year ended
March 31, 2019, compared to a net loss of $791,293 on $136,688,527
of total net sales for the year ended in 2018.
The audit report of Friedman LLP states that the Company incurred
operating losses and did not meet the financial covenant required
in the credit agreement. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
The Company's balance sheet at March 31, 2019, showed total assets
of $47,101,359, total liabilities of $48,133,338, and a total
stockholders' deficiency of $1,031,979.
A copy of the Form 10-K is available at:
https://is.gd/SZihDA
iFresh Inc. through its wholly owned subsidiary, NYM, is a fast
growing Asian/Chinese grocery supermarket chain in the North
Eastern U.S. providing food and other merchandise hard to find in
mainstream grocery stores. Since NYM was formed in 1995, it has
targeted the Chinese and other Asian populations (collectively, the
"Asian Americans") in the U.S. with a deep cultural understanding
of its consumers' unique consumption habits. iFresh currently has
nine (9) retail supermarkets across New York, Massachusetts and
Florida, with over 6,920,500 sales transactions in the fiscal year
ended March 31, 2018.
IN THE WIND: Seeks to Hire Collins Law Offices as Legal Counsel
---------------------------------------------------------------
In The Wind, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of Alabama to hire Collins Law Offices, P.C.,
as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its powers
and duties under the Bankruptcy Code; examinations incidental to
the administration of its case; and the preparation of a bankruptcy
plan.
The firm's hourly rates are:
Partner $250
Associates $200
Paralegals $55 - $75
No member of Collins Law Offices holds or represents an interest
adverse to the Debtor's estate, according to court filings.
Collins Law Offices can be reached through:
Richard L. Collins, Esq.
Collins Law Offices, P.C.
P.O. Box 669
Cullman, AL 35056
Tel: 256 739-1962
Email: richard@rlcollins.com
About In The Wind LLC
Founded in 2014, In The Wind LLC -- https://www.inthewindllc.com/
-- is a refrigerated long-haul trucking company with a service area
of the Southeast to the West Coast.
In The Wind sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ala. Case No. 19-81991) on July 1, 2019. At the
time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. The
case is assigned to Judge Clifton R. Jessup Jr. Collins Law
Offices, P.C., is the Debtor's legal counsel.
INPIXON: Iliad Research Swaps $331,500 Note for Equity
------------------------------------------------------
Inpixon and Iliad Research and Trading, L.P., a holder of that
certain outstanding promissory note issued on Oct. 12, 2018, with
an outstanding balance of $546,152 as of July 9, 2019, entered into
an exchange agreement, pursuant to which the Company and the Note
Holder agreed to (i) partition a new promissory note in the form of
the Original Note in the original principal amount equal to
$204,000 and then cause the outstanding balance to be reduced by
$204,000; and (ii) exchange the partitioned note for the delivery
of 400,000 shares of the Company's common stock, par value $0.001
per share, at an effective price per share equal to $0.51. The
shares of Common Stock will be delivered to the Note Holder on or
before July 10, 2019 and the exchange will occur with the Note
Holder surrendering the partitioned note to the Company on the date
when the shares of Common Stock are approved and held by the Note
Holder's brokerage firm for public resale.
On July 10, 2019, the Company and the Note Holder of the Original
Note, with an outstanding balance of $342,247 as of July 10, 2019,
entered into another exchange agreement, which agreement is
substantially similar to the agreement entered into on July 9,
2019, pursuant to which the Company and the Note Holder agreed to
(i) partition a new promissory note in the form of the Original
Note in the original principal amount equal to $127,500 and then
cause the outstanding balance to be reduced by $127,500; and (ii)
exchange the partitioned note for the delivery of 250,000 shares of
Common Stock (together with the 400,000 shares of Common Stock
issued pursuant to the exchange agreement entered into on July 9,
2019, the "Exchange Shares") at an effective price per share equal
to $0.51. The shares of Common Stock will be delivered to the Note
Holder on or before July 11, 2019 and the exchange will occur with
the Note Holder surrendering the partitioned note to the Company on
the date when the shares of Common Stock are approved and held by
the Note Holder's brokerage firm for public resale.
As of July 10, 2019, the Company has issued and outstanding (i)
13,791,429 shares of Common Stock, which includes the issuance of
the shares of Common Stock pursuant to the exchange agreement, (ii)
1 share of Series 4 Convertible Preferred Stock which is
convertible into 202 shares of Common Stock, (iii) 126 shares of
Series 5 Convertible Preferred Stock which are convertible into
approximately 37,838 shares of Common Stock (subject to rounding
for fractional shares), and (iv) warrants to purchase up to 112,800
shares of Common Stock issued on Jan. 15, 2019 in connection with
the Company's rights offering, exercisable at $3.33 per share.
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises worldwide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).
Inpixon reported a net loss of $24.56 million for the year ended
Dec. 31, 2018, compared to a net loss of $35.03 million for the
year ended Dec. 31, 2017. As of March 31, 2019, Inpixon had $20.12
million in total assets, $7.21 million in total liabilities, and
$12.90 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" qualification in its report dated March 28, 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.
J.C. PENNEY: Egan-Jones Withdraws CCC- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on July 5, 2019, withdrew its 'CCC-'
foreign currency and local currency senior unsecured ratings on
debt issued by J. C. Penney Company, Incorporated.
J. C. Penney Company, Inc. is an American department store chain
with 864 locations in 49 U.S. states and Puerto Rico.
KKG ENTERPRISES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of KKG Enterprises, LLC as of July 9, according
to a court docket.
About KKG Enterprises
KKG Enterprises, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-50096) on June 3,
2019. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of less than $50,000. The
case has been assigned to Judge Frank W. Volk. The Debtor is
represented by the Law Office of John Leaberry.
LABL INC: S&P Reinstates Issue-Level Ratings
--------------------------------------------
S&P Global Ratings said it is reinstating its issue-level ratings
on LABL Inc. (formerly known as W/S Packaging Holdings Inc.), which
were inadvertently withdrawn on July 3 due to a system error.
Ratings List
LABL Inc.
Issuer Credit Rating B/Negative/--
Ratings Reinstated
To From
LABL Inc.
Senior Secured
US$640 mil term loan B due 2026 B NR
Recovery Rating 3(55%) NR
US$700 mil 6.75% notes due 2026 B NR
Recovery Rating 3(55%) NR
EUR500 mil term loan B due 2026 B NR
Recovery Rating 3(55%) NR
Senior Unsecured
US$690 mil 10.50% notes due 2027 B- NR
Recovery Rating 5(10%) NR
MAGNUM CONSTRUCTION: Unsecureds Estimated to Recoup 0-2% Under Plan
-------------------------------------------------------------------
Magnum Construction Management, LLC filed a disclosure statement
for its first amended chapter 11 plan dated June 21, 2019.
The Plan contemplates that (a) the Reorganized Debtor will complete
construction of the BSHI Bonded Contracts and Travelers Bonded
Contracts, and (b) the appointment of the Plan Administrator to
investigate and prosecute Available Avoidance Actions and to make
distributions to the holders of Allowed Class 6 General Unsecured
Claims.
The Insurance Settlement Agreement provides, in part, for
distribution of the Applicable Policy Limit of $42 Million to be
distributed to the holders of Bridge Collapse Bodily Injury Claims.
Confirmation of the Plan, which incorporates the Insurance
Settlement Agreement, and provides for approval of a Trust
Agreement, and is a prerequisite for the funding and distribution
of the Applicable Policy Limit pursuant to the Trust Distribution
Plan.
Each holder of an Allowed General Unsecured Claim will receive its
Pro Rata share of Plan Cash and the Net Proceeds of Available
Avoidance Actions, if any. The foregoing distributions will be made
on the later of (i) the Effective Date or as soon as practicable
thereafter, (ii) the date such General Unsecured Claim becomes
Allowed or as soon as practicable thereafter and (iii) the date
such Allowed General Unsecured Claim is payable under applicable
non-bankruptcy law; provided, however, that neither the Debtor nor
the Reorganized Debtor will pay any premium, interest or penalty in
connection with such Allowed General Unsecured Claim. Estimated
recovery for this class is 0-2%.
The Plan will be implemented through receipt of (a) the Capital
Contribution to be provided by the New Equity Holder as of the
Effective Date; (b) the proceeds of the Travelers Bonded Contracts
and BHSI Bonded Contracts, which the Reorganized Debtor will use to
make the Distributions to Classes 2A and 2B and 3A and 3B,
respectively; (c) the revenues generated by the Reorganized Debtor
and/or the proceeds generated by the sale of collateral, which the
Reorganized Debtor shall use to make the Distributions to Classes
4, 5A and 5B; (d) the Plan Cash and the Net Proceeds of Available
Avoidance Actions, if any, which the Plan Administrator will use to
make Distributions to Class 6; (e) the Applicable Policy Limit,
which the Trustee will use to make Distributions to Class 7
pursuant to the Trust Agreement and the Trust Distribution Plan;
(f) the Other Damage Claim Fund, which the Reorganized Debtor will
use to make Distributions to Class 8. Regarding Class 9 and 10,
holders of Non-Bridge Collapse Claims and Other Insured Damage
Claims will be paid from the proceeds of available insurance
coverage, if any, through pursuit of claims against the Debtor as a
nominal party to liquidate such Non-Bridge Collapse Claims and
Other Insured Damage Claims. Holders of Subordinated Claims in
Class 11 will receive their Pro Rata share of the net proceeds of
Available Avoidance Actions, if any, remaining after the Debtor or
Reorganized Debtor makes the payments contemplated by Article II
and III, Section B(i)-(viii) of the Plan, inclusive.
A copy of the Disclosure Statement dated June 21, 2019 is available
at https://tinyurl.com/y2c54xao from Pacermonitor.com at no charge.
About Magnum Construction Management
Magnum Construction Management, LLC -- https://www.mcm-us.com/ --
is a construction company specializing in heavy civil construction
in the areas of transportation, airport infrastructure, roads,
bridges, government buildings and schools. The Debtor is
headquartered in South Miami, Florida, but also has offices in (i)
Broward County, Florida, and (ii) Irving, Texas. As of the
Petition Date, MCM employs a total of 292 people.
Magnum Construction Management filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr S.D. Fla. Case No.
19-12821) on March 1, 2019. In the petition signed by Gilberto
Ruizcalderon, chief financial officer, the Debtor estimated $50
million to $100 million in assets and $10 million to $50 million in
liabilities. The Debtor is represented by Paul A. Avron, Esq., at
Berger Singerman LLP.
MAJOR EVENTS: Amends Plan to Modify City of Philadelphia's Claims
-----------------------------------------------------------------
Major Events Group LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania its sixth amended chapter 11 plan
of reorganization.
This latest plan made several amendments to the creditors' various
claims, including the claim of the City of Philadelphia. Claim 2-4
has been amended by the Claimant to reflect payments received from
real estate sales post-petition. The Debtor sold 113 N 62nd Street
and the city of Philadelphia had a lien for Real Estate taxes in
the amount of $29,286.06. These funds have been applied to the
Debtor's liability and the Amended claim 2-2 reflects this payment;
the amended amount is in the amount of $26,933.85. This amount
accrues interest at the City of Philadelphia statutory rate of 9%;
approximately $3,555.27 interest will have accrued post-petition to
the date of the next anticipated sale date of July 30, 2019.
A redlined copy of the Sixth Amended Plan is available at
https://tinyurl.com/y4oyhbkc from Pacermonitor.com at no charge.
About Major Events Group
Major Events Group LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11123) on Feb. 20,
2018. In the petition signed by Antoine Gardiner, president, the
Debtor disclosed that it had estimated assets of less than $50,000
and liabilities of less than $50,000. Judge Eric L. Frank presides
over the case. The Debtor tapped Michael P. Kutzer, Esq., as its
legal counsel.
MANNINGTON MILLS: S&P Rates New $300MM Term Loan B Due 2026 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Salem, N.J.-based flooring products manufacturer
and distributor Mannington Mills Inc.'s proposed $300 million term
loan B due 2026. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a payment default.
The proposed transaction also includes an extension of the
company's $125 million asset-based lending (ABL) facility until
2024 (Unrated). The company will use the proceeds from the new term
loan to repay its outstanding $243 million term loan B and $45
million of ABL borrowings as of June 30, 2019. S&P expects the
company's adjusted debt leverage to remain in the 3.5x-4.0x range
for the next 12 months. The incremental term loan debt
(approximately $57 million) modestly lowers the recovery prospects
for lenders in its simulated default scenario (to 55% from 65%)
without affecting the '3' recovery rating.
MAREMONT CORP: Consummates Joint Pre-Pack Plan of Reorganization
----------------------------------------------------------------
Meritor, Inc., on July 9, 2019, disclosed that Maremont
Corporation, a non-operating subsidiary of Meritor, and Maremont's
three wholly-owned, non-operating subsidiaries, Maremont Exhaust
Products, Inc., AVM, Inc., and Former Ride Control Operating
Company, Inc. (collectively with Maremont, the "Debtors") have
consummated their Joint Pre-Packaged Plan of Reorganization (the
"Plan"). The Plan was confirmed by the U.S. Bankruptcy Court for
the District of Delaware on May 17, 2019 and approved by the
District Court for the District of Delaware on June 27, 2019. All
current and future asbestos claims related to the Debtors'
historical asbestos-related activities have been channeled to an
asbestos trust (the "Trust") that will process and satisfy all such
claims going forward pursuant to the Trust's resolution and payment
procedures.
As previously announced, pursuant to the Plan, which was supported
by 100 percent of holders of current asbestos claims against
Maremont that voted on the Plan, the Debtors established the Trust
in accordance with the provisions of section 524(g) of the U.S.
Bankruptcy Code. The Trust has been funded with a $28 million
contribution from Meritor and Maremont's remaining assets,
including approximately $21 million in cash and intercompany loan
receivables less certain amounts needed to pay for the remaining
administrative costs of the Chapter 11 Cases, as well as its
remaining insurance assets.
Other key terms of the Plan include:
* An injunction that permanently protects the reorganized
Debtors, Meritor and its subsidiaries, and certain of their related
representatives from current and future claims stemming from
Maremont's historical asbestos activities;
* All claims other than asbestos claims against the Debtors will
be paid in full or reinstated; and
* Meritor's equity interests in Maremont have been cancelled.
The Trust now owns 100% of the equity interests in reorganized
Maremont.
Background on Asbestos Litigation
Maremont, a non-operating subsidiary of Meritor, manufactured
certain friction products containing asbestos from 1953 through
1977, when it sold its friction product business, and one of its
subsidiaries manufactured certain exhaust products containing
asbestos from 1954 to 1978, when it ceased using asbestos in such
products. Arvin Industries, Inc., a predecessor of Meritor,
acquired Maremont in 1986. Maremont and many other companies are
defendants in suits brought by individuals claiming personal
injuries as a result of exposure to asbestos-containing products.
There were approximately 1,900 and 2,800 active asbestos-related
lawsuits against Maremont and its subsidiary Maremont Exhaust
Products, Inc. as of December 31, 2018 and December 31, 2017,
respectively.
The Debtors are represented in the Chapter 11 Cases by Sidley
Austin LLP and Cole Schotz P.C.
About Meritor
Meritor, Inc. (NYSE: MTOR) – http://www.meritor.com/-- is a
global supplier of drivetrain, mobility, braking and aftermarket
solutions for commercial vehicle and industrial markets. With more
than a 100-year legacy of providing innovative products that offer
superior performance, efficiency and reliability, the company
serves commercial truck, trailer, off-highway, defense, specialty
and aftermarket customers around the world. Meritor is based in
Troy, Mich., United States, and is made up of approximately 8,600
diverse employees who apply their knowledge and skills in
manufacturing facilities, engineering centers, joint ventures,
distribution centers and global offices in 19 countries. Meritor
common stock is traded on the New York Stock Exchange under the
ticker symbol MTOR.
About Maremont Corp.
Maremont Corporation and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10118). The affiliated
debtors are Maremont Exhaust Products, Inc., AVM, Inc., and Former
Ride Control Operating Company, Inc.
Headquartered in Troy, Michigan, Maremont is a Delaware corporation
and wholly-owned subsidiary of Meritor, Inc., a public company
organized under the laws of the State of Indiana. Historically,
Maremont and its subsidiaries manufactured, distributed, and sold
aftermarket friction products. Certain of the products
manufactured and sold contained asbestos. However, Maremont and
its subsidiaries have not manufactured or sold any
asbestos-containing products since 1978. Maremont divested its
business lines over time. By 2013, the Debtors had ceased all
operations and divested all remaining operating assets.
Maremont estimated $10 million to $50 million in total assets and
$100 million to $500 million in liabilities as of the bankruptcy
filing.
The Debtors tapped Sidley Austin LLP as their legal counsel; Cole
Schotz P.C. as Delaware counsel; and Donlin, Recano & Company, Inc.
as claims and noticing agent.
MATTRESS OVERSTOCK: Files for Chapter 11 Plan of Liquidation
------------------------------------------------------------
Mattress Overstock, Inc., and affiliates filed a disclosure
statement in support of its plan of liquidation dated June 21,
2019.
Class 7 under the plan consists of all unsecured claims. These
Claims total $733,616.26. These Claimants will receive
distributions pro rata according to their allowed Claims from the
proceeds of the liquidation of substantially all of the Debtor's
assets net of administrative, priority, and secured Claims, payable
in a lump sum within sixty days following the receipt by the Debtor
of the final proceeds from the sale of its assets or within thirty
days of the Effective Date, whichever is later.
The Debtor will effectuate the Plan through the proceeds from the
liquidation of substantially all of its assets. The Debtor's parent
company JBM is paying the cure costs associated with the lease in
exchange for assignment of the leases.
A copy of the Disclosure Statement dated June 21, 2019 is available
at https://tinyurl.com/y3uybre3 from Pacermonitor.com at no charge.
About Mattress Overstock Inc.
Mattress Overstock is a retailer of mattresses with locations in
Illinois, Texas, and Arkansas. It features brands like Fashion Bed
Group, Guild Craft of California, Glideaway Sleep Products, United
Furniture Industries, Fairmont Designs, Lane Home Furnishings,
Simmons, Southern Motion, Ashley, Uttermost, klaussner home
furnishings, Howard Miller, and Leggett & Platt. Its showroom is
located at 18 Crystal Lake Plaza, #18E, Crystal Lake, Illinois.
Mattress Overstock, Inc., Mattress Overstock of DuPage, Inc. & J.
Becker Management, Inc. filed Chapter 11 voluntary petitions
(Bankr. N.D. Ill. Lead Case No. 18-32262) on November 16, 2018. The
petitions were signed by James Becker, president.
At the time of filing, Mattress Overstock estimated $34,796 in
assets and $123,468 in liabilities; Mattress Overstock of Du Page
estimated $10,000 in assets and $85,571 in liabilities; and J.
Becker Management, Inc. estimated $445,737 in assets and $2,785,717
in liabilities.
The cases have been assigned to Judge Carol A. Doyle
The Debtors tapped Jonathan D. Golding, Esq., at The Golding Law
Offices, P.C., as their legal counsel.
MICRON TECHNOLOGY: S&P Rates New Unsecured Notes 'BB+'
------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Boise, Idaho-based semiconductor manufacturer
Micron Technology Inc.'s proposed senior unsecured notes. The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 65%) in the event of a payment
default.
Micron intends to use a substantial portion of the proceeds from
these notes to acquire Intel Corp.'s noncontrolling stake in IM
Flash and repay the debt that the joint venture owes to Intel. The
settlement will take place at the end of October when the joint
venture between the two firms will terminate as previously
announced. The company expects to use the remainder of the net
proceeds for general corporate purposes. All of its ratings on
Micron remain unchanged.
S&P said, "Our ratings on Micron reflect the company's operating
scale and healthy product mix in the cyclical and capital-intensive
memory semiconductor industry. Despite the current oversupply
conditions in the memory market, the industry continues to benefit
from strong long-term growth prospects from higher memory chip
density to back rapid data creation through a variety of sources.
We view Micron's sizable cash and marketable securities totaling
about $8 billion as of May 31, 2019, and the full $2.5 billion of
capacity under its revolver as liquidity support for its business
because an industry downturn could substantially reduce the
company's cash flows while it continues to undertake capital
spending for critical technology developments that are mandatory to
remain competitive.
"The positive outlook reflects our expectation that, despite a
reduction in its capital expenditure in response to the oversupply
conditions in its market, Micron will maintain its cost
competitiveness and solid execution on subsequent process node
transitions. We also expect Micron to maintain a sizable liquidity
position and generate free cash flow of about $3 billion in fiscal
2019 while operating through the industry cycle. We could raise our
rating on Micron to the investment-grade level if the company
maintains EBITDA margins of at least 50%, total liquidity (cash and
marketable securities plus revolver availability) of at least 30%
of sales, and a net cash position over the coming year.
Ratings List
Micron Technology Inc.
Issuer Credit Rating BB+/Positive
New Rating
Micron Technology Inc.
Senior Unsecured
US senior notes BB+
Recovery Rating 3(65%)
US senior notes BB+
Recovery Rating 3(65%)
MILLERBERND SYSTEMS: Committee Files Chapter 11 Liquidation Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Millerbernd Systems, Inc., filed a Chapter 11
Plan of Liquidation and accompanying disclosure statement for the
Debtor.
Class 7 - Unsecured Claims are impaired. Each such Holder shall be
paid its Pro Rata share of the Distributable Proceeds after Holders
of Allowed Claims in Classes 1 through 6 have been satisfied
pursuant to the terms of the Plan.
Class 3 - Secured Claim of TCF are impaired. TCF shall receive Cash
in an amount equal to the value of the collateral securing its
Allowed Claim from the Segregated Funds after such time that its
Secured Claim has been determined via agreement or through
litigation on the terms of such agreement or Final court order.
Class 4 - Secured Claim of Bluco are impaired. Bluco shall receive
Cash in an amount equal to the value of the collateral securing its
Allowed Claim from the Segregated Funds after such time that its
Secured Claim has been determined via agreement or through
litigation on the terms of such agreement or Final court order.
Class 5 - Secured Claim of Wells Fargo are impaired. Wells Fargo
shall receive Cash in an amount equal to the value of the
collateral securing its Allowed Claim from the Segregated Funds
after such time that its Secured Claim has been determined via
agreement or through litigation on the terms of such agreement or
Final court order.
Class 6 - Other Secured Claims are impaired. Holders of Other
Secured Claims (or the then-Holder of such claim) shall receive
cash equal to the value of the secured portion of its Claim as
determined by, and pursuant to, the terms of the Sale Order.
Class 8 - Insider Unsecured Claims are impaired. Each such Holder
shall be paid its Pro Rata share of Distributable Proceeds after
Holders of Allowed Claims in Classes 1 through 7 have been
satisfied pursuant to the terms of the Plan.
Class 9 - Equity Interests are impaired. All equity interests will
be cancelled on the Effective Date.
The Creditor Trust will be initially funded by the funds from the
sale of certain of the Debtor’s assets as well as those funds
remaining in the Debtor's bank accounts.
A full-text copy of the Disclosure Statement dated July 1, 2019, is
available at https://tinyurl.com/y4ftmusp from PacerMonitor.com at
no charge.
Counsel for the Committee is Jeffrey D. Klobucar, Esq., and Patrick
D. Newman, Esq., at Bassford Remele, P.A., in Minneapolis,
Minnessota; and Matthew E. McClintock, Esq., Brian J. Jackiw, Esq.,
Amrit S. Kapai, Esq., at Goldstein & McClintock LLLP, in Chicago,
Illinois.
About Millerbernd Systems
Millerbernd Systems, Inc., is a manufacturer of sanitary stainless
steel equipment serving the food & beverage, pharmaceutical,
agri-food, industrial, utilites, wind energy and construction
industries. It operates out of a 105,000-square-foot manufacturing
facility in Winsted, Minnesota.
Millerbernd Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23,
2018. In the petition signed by CEO Ralph Millerbernd, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
Judge Michael E. Ridgway oversees the case.
Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an
office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy
counsel.
James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018,
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele,
P.A., as co-counsel.
MONITRONICS INT'L: Haynes, Strook Represent Unsecured Noteholders
-----------------------------------------------------------------
In the Chapter 11 cases of debtors Monitronics International, Inc.,
et al., the law firms Haynes And Boone, LLP and Stroock & Stroock &
Lavan LLP submitted a verified statement to comply with Rule 2019
of the Federal Rules of Bankruptcy Procedure, disclosing that they
are representing the ad hoc group of noteholders, comprised of
certain beneficial holders, or investment advisors or managers of
beneficial holders of the 9.125% Senior Notes due 2020 issued by
Monitronics International Inc.
As of July 10, 2019, members of the Ad Hoc Group of Noteholders and
their disclosable economic interests are:
(1) Aequim Alternative Investments LLC
495 Miller Avenue, Suite 301
Mill Valley, CA 94941
* Senior Unsecured Notes: $8,650,000
* Shares of Ascent equity: 430,984
(2) AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
* Senior Unsecured Notes: $33,288,000
* Shares of Ascent equity: 9,380
(3) Brigade Capital Management, LP
399 Park Avenue, 16th Floor
New York, NY 10022
* Senior Unsecured Notes: $164,853,371
* First Lien Term Loans: $92,350,314
* Shares of Ascent equity: 343,000
(4) CRF3 Investments I S.à r.l.
26A Boulevard Royal
L-2449
Luxembourg
* Senior Unsecured Notes: $41,890,000
* First Lien Term Loans: $107,992,863.20
* Shares of Ascent equity: 607,150
(5) Ensign Peak Advisors, Inc.
60 East South Temple Street, Suite 400
Salt Lake City, UT 84111
* Senior Unsecured Notes: $58,393,000
(6) Invesco Private Capital, Inc.
1166 Avenue of the Americas
New York, NY 10036
* Senior Unsecured Notes: $51,968,000
* First Lien Term Loans: $581,130.31
(7) NB Alternatives Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
* Senior Unsecured Notes: $12,745,000
(8) Silverback Asset Management
1414 Raleigh Road, Suite 250
Chapel Hill, NC 27517
* Senior Unsecured Notes: $22,513,629
* First Lien Term Loans: $11,974,426
* Shares of Ascent equity: 669,834
Counsel for the Ad Hoc Group of Noteholders can be reached at:
HAYNES AND BOONE, LLP
Kelli S. Norfleet, Esq.
1221 McKinney Street, Suite 2100
Houston, TX 77010
Telephone: (713) 547-2000
Facsimile: (713) 547-2600
Email: kelli.norfleet@haynesboone.com
Stephen M. Pezanosky, Esq.
301 Commerce Street, Suite 2600
Fort Worth, TX 76102
Telephone: (817) 347-6600
Facsimile: (817) 347-6650
Email: stephen.pezanosky@haynesboone.com
- and -
STROOCK & STROOCK & LAVAN LLP
Kristopher M. Hansen, Esq.
Sayan Bhattacharyya, Esq.
Jason M. Pierce, Esq.
180 Maiden Lane
New York, NY 10038
Telephone: (212) 806-5400
Facsimile: (212) 806-6006
Email: khansen@stroock.com
sbhattacharyya@stroock.com
jpierce@stroock.com
A copy of the Rule 2019 from PacerMonitor.com is available at
http://bankrupt.com/misc/Monitronics_International_140_Rule2019.pdf
About Monitronics
Headquartered in the Dallas-Fort Worth area, Monitronics provides
security alarm monitoring services to approximately 900,000
residential and commercial customers as of March 31, 2019. Ascent
Capital Group, Inc., is a holding company that owns Monitronics
International, Inc., doing business as Brinks Home Security.
Monitronics reported a net loss of $678.8 million for the year
ended Dec. 31, 2018, compared to a net loss of $111.3 million for
the year ended Dec. 31, 2017. As of March 31, 2019, Monitronics
had $1.33 billion in total assets, $1.95 billion in total
liabilities, and a total stockholders' deficit of $623.8 million.
KPMG LLP, in Dallas, Texas, the Company's auditor since 2011,
issued a "going concern" qualification in its report dated April 1,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company has substantial
indebtedness classified within current liabilities that raises
substantial doubt about its ability to continue as a going concern.
MONSTER CONCRETE: MCE to Pay IRS Secured Claim Over 92 Months
-------------------------------------------------------------
Monster Concrete, LLC filed its fourth amended chapter 11 plan of
reorganization dated June 21, 2019.
The fourth amended plan modifies the treatment of the Internal
Revenue Service's secured claim.
The IRS has filed a secured claim in the approximate sum of
$467,808.65. The Debtor proposes that this claim be paid by Monster
Concrete and Excavation, pursuant to its plan of reorganization.
That plan proposes that Monster Concrete and Excavation will pay
settle and satisfy this claim over period of 92 months at the
Internal Revenue Code interest rate of 4%. MCE shall remit 60
monthly payments in the sum of $4,736.34 and 32 payments in the sum
of $8,486.44 to the IRS. The first monthly installment shall be due
on or before August 1, 2019 and subsequent installments shall be
due on the 1st day of each month thereafter until said debt has
been paid in full. MCE reserves the right to prepay the portion of
the IRS secured claim during the referenced payment period.
A copy of the Fourth Amended Plan is available at
https://tinyurl.com/y6m7bmlw from Pacermonitor.com at no charge.
About Monster Concrete
Based in Huntsville, Alabama, Monster Concrete and Excavation,
Inc., and Monster Concrete, LLC, are involved in the concrete
business and are owned by Steve Williams.
Monster Concrete and Excavation, Inc., and Monster Concrete, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ala. Case No. 18-80279 and 18-80280) on Feb. 1, 2018. Judge
Clifton R. Jessup, Jr., presides over the cases. Heard, Ary &
Dauro, LLC, is the Debtors' legal counsel.
The Court has not appointed a trustee or examiner nor has any
official committee been established in the bankruptcy case.
MONSTER CONCRETE: New Plan Modifies Treatment of IRS Secured Claim
------------------------------------------------------------------
Monster Concrete and Excavation, Inc. filed a third amended plan of
reorganization dated June 21, 2019.
The latest plan modifies the treatment of the Internal Revenue
Service's allowed secured claim.
The IRS has filed a secured claim in the approximate sum of
$467,808.65 in the Monster Concrete LLC case. The Debtor proposes
that this claim be paid by Monster Concrete and Excavation,
pursuant to its plan of reorganization. That plan proposes that MCE
will pay, settle and satisfy this claim over a period of 92 months
at the Internal Revenue Code interest rate of 4%. The Debtor will
remit 60 monthly payments in the sum of $4,736.34 and 32 payments
in the sum of $8,486.44 to the IRS. The first monthly installment
will be due on or before August 1, 2019 and subsequent installments
will be due on the 1st day of each month thereafter until said debt
has been paid in full. The Debtor reserves the right to prepay the
portion of the IRS secured claim during the referenced payment
period.
A copy of the Third Amended Plan is available at
https://tinyurl.com/y55h7wwn from Pacermonitor.com at no charge.
About Monster Concrete
Based in Huntsville, Alabama, Monster Concrete and Excavation,
Inc., and Monster Concrete, LLC, are involved in the concrete
business and are owned by Steve Williams.
Monster Concrete and Excavation, Inc., and Monster Concrete, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ala. Case No. 18-80279 and 18-80280) on Feb. 1, 2018. Judge
Clifton R. Jessup, Jr., presides over the cases. Heard, Ary &
Dauro, LLC, is the Debtors' legal counsel.
No trustee or examiner has been appointed and no official committee
been established in the bankruptcy case.
MR. CAMPER: Taps Gerdes Law Firm as Legal Counsel
-------------------------------------------------
Mr. Camper, LLC, received interim approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire Gerdes Law
Firm, LLC as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm's hourly rates are:
Attorney $250
Paralegal $80
Gerdes Law Firm received total payments in the amount of $10,000,
plus $1,717 for the filing fee.
Markus Gerdes, Esq., at Gerdes Law Firm, disclosed in court filings
that he and other members of the firm neither hold nor represent
any interest materially adverse to the Debtor and its bankruptcy
estate.
The firm can be reached through:
Markus E. Gerdes, Esq.
Gerdes Law Firm, LLC
106 North Cypress Street
P.O. Box 2862
Hammond, LA 70404
Phone: (985) 345-9404
Fax: (985) 543-0434
Email: Markus@gerdeslaw.net
About Mr. Camper LLC
Mr. Camper, LLC -- https://www.jellystonela.com/ -- owns and
operates the Yogi Bear's Jellystone Camp Resort. The facility
features more than 450 wooded campsites, 75 cabins, swimming pools,
fishing ponds, game room, mini golf, canoe, kayak and paddle boat
rentals, RV storage, playground, wet "spray" ground, basketball
court, baseball field, laundry facilities, store, and propane
filling station.
Mr. Camper sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 19-11775) on July 1, 2019. At the
time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. The
case is assigned to Judge Elizabeth W. Magner. Gerdes Law Firm,
LLC, is the Debtor's counsel.
NATURALSHRIMP INC: Has $7.2-Mil. Net Loss for Year Ended March 31
-----------------------------------------------------------------
NaturalShrimp Incorporated filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $7,210,581 on $0 of sales for the year ended March 31,
2019, compared to a net loss of $5,285,089 on $0 of sales for the
year ended in 2018.
The audit report of Turner, Stone & Company, L.L.P. states that the
Company has suffered significant losses from inception and has a
significant working capital deficit. These conditions raise
substantial doubt about its ability to continue as a going
concern.
The Company's balance sheet at March 31, 2019, showed total assets
of $1,745,278, total liabilities of $4,602,264, and a total
stockholders' deficit of $2,856,986.
A copy of the Form 10-K is available at:
https://is.gd/vXt1eX
NaturalShrimp Incorporated produces naturally-grown shrimps in the
United States and internationally. The company was founded in 2001
and is based in Addison, Texas.
NOVUM PHARMA: CH 105 to Provide Funding for Proposed Ch. 11 Plan
----------------------------------------------------------------
Novum Pharma, LLC, filed a disclosure statement with respect to its
proposed chapter 11 plan of reorganization dated June 21, 2019.
Several weeks after the Petition Date, the Debtor and CH 105 began
discussing the framework of a potential chapter 11 plan of
reorganization to address, among other things, the Debtor’s need
for cash to operate its business on a go-forward basis and CH 105's
need to exchange certain of its "short-dated" or expired Alcortin A
inventory. After several months of good faith, arms-length
negotiations between the Debtor and CH 105, which negotiations
ultimately included the Committee, the Prepetition Secured Lender,
the Debtor's existing members, 42 North, ABDC, Biopharma, CH 105,
Cardinal Health 110, LLC (f/k/a Cardinal Health 110, Inc.),
McKesson, Mirada, Novos, Sonexus and Teneo, the parties agreed upon
the material terms of the Plan, and embodied those terms in a
chapter 11 plan term sheet attached to a plan support agreement.
As set forth in the Term Sheet, the Plan contemplates a
reorganization pursuant to which, among other things, the Debtor's
dermatology business will be continued by its existing management
after the Effective Date of the Plan and CH 105 will provide
funding to the Debtor through a combination of loans and inventory
purchases. The Plan also contemplates, among other things, the
creation and funding of a Litigation Trust for the benefit of the
Debtor's general unsecured creditors, which Litigation Trust will
be funded by, among other things, recoveries from litigation
actions and cash and non-cash consideration contributed by the
Members.
In addition to providing funding to the Reorganized Debtor after
the Effective Date, CH 105 has and will continue to provide the
Debtor with funding during the Plan confirmation process. In
particular, CH 105 provided the Debtor with $900,000 in funding for
the month of May 2019 and approximately $1.7 million in funding for
the month of June 2019, which funding was deemed prepayment for
Alcortin A inventory. CH 105 has agreed to provide additional
funding to the Debtor of up to approximately $2.4 million for the
months of July and August 2019, which also will be deemed
prepayment for Alcortin A inventory.
The Term Sheet also includes an agreement by CH 105, ABDC and
McKesson to not return Existing Inventory to the Debtor, the
Reorganized Debtor or CH 105, provided that the Debtor or the
Reorganized Debtor, as applicable, exchanges all expired inventory
or Short-Dated Inventory16 held by CH 105, ADBC and McKesson for
new Alcortin A or Quinja inventory, as the case may be, through the
date upon which CH 105's inventory of Alcortin A drops to 10
business days of inventory on hand (the "Termination Date"). The
exchange of such inventory will occur once within 10 business days
after the Plan is filed and once within 10 business days after the
Effective Date of the Plan. Additionally, at any time after the
Effective Date but before the Termination Date that additional
Dermatology Products inventory held by CH 105, ABDC or McKesson
becomes Short-Dated Inventory, the Reorganized Debtor will exchange
such Short-Dated Inventory for new Alcortin A or Quinja, as the
case may be.
Class 5 under the plan consists of the general unsecured claims. On
or as soon as reasonably practicable after the later of (i) the
Effective Date or (ii) the date such General Unsecured Claim
becomes an Allowed General Unsecured Claim, a Holder of an Allowed
General Unsecured Claim will be deemed to have received, on account
of such Allowed General Unsecured Claim, its Pro Rata share of the
Litigation Trust Interests, after giving effect to the agreements
with 42 North, LLC, AmerisourceBergen Drug Corporation, Biopharma
Operations LLC , McKesson Corporation, Mirada Pharmaceuticals, LLC,
Novos Growth, LLC and Sonexus Health, LLC; provided, however, that
except with respect to the 42 North Claim and the Novos Net Claim,
both of which will be subordinated to all General Unsecured Claims
that are not asserted by affiliates or insiders of the Debtor, the
Debtor Release Parties will not be entitled to Litigation Trust
Interests or Distributions from the Litigation Trust on account of
their Claims against the Debtor, if any. Estimated recovery for
this class is unknown.
A copy of the Disclosure Statement dated June 21, 2019 is available
at https://tinyurl.com/y5qeap9x at kccllc.net free of charge.
About Novum Pharma
Founded in 2015, Novum Pharma, LLC -- http://www.novumrx.com/-- is
a global specialty pharmaceutical company which owns a portfolio of
topical dermatology products that it purchased from Primus
Pharmaceuticals, Inc., in March 2015. The dermatology products are
marketed under the names Alcortin, Alcortin A, Quinja (formerly
Aloquin) and Novacort. Each product is a fungicidal gel used to
treat a variety of skin conditions.
Novum Pharma sought Chapter 11 protection (Bankr. D. Del. Case No.
19-10209) on Feb. 3, 2019. It estimated $10 million to $50 million
in assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Debtor tapped Cole Schotz P.C. as general bankruptcy counsel;
CR3 Partners, LLC, as financial advisor; Teneo Capital LLC as
investment banker; and Kurtzman Carson Consultants LLC as claims
and noticing agent.
The Office of the U.S Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. Klehr Harrison Harvey
Branzburg LLP is the committee's counsel.
ON TIME ELECTRIC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on July 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of On Time Electric, Inc.
About On Time Electric Inc.
On Time Electric Inc., a full-service electrical contractor in
Houston, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Texas Case No. 19-33152) on June 3, 2019. At the time
of the filing, the Debtor had estimated assets of less than
$500,000 and liabilities of between $1 million and $10 million.
The case has been assigned to Judge Jeffrey P. Norman. Michael
Hardwick Law, PLLC is the Debtor's bankruptcy counsel.
ORANGE COUNTY BAIL: Seeks to Hire Goe & Forsythe as Legal Counsel
-----------------------------------------------------------------
Orange County Bail Bonds, Inc., seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire Goe
& Forsythe, LLP as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice on bankruptcy-related
matters, and the preparation and implementation of a bankruptcy
plan.
The firm's hourly rates are:
Robert Goe $395
Marc Forsythe $395
Thomas Eastmond $375
Ryan Riddles $295
Kerry Murphy $140
Arthur Johnston $195
Goe & Forsythe received an initial retainer of $10,000, which
includes the filing fee of $1,171.
Marc Forsythe, Esq., at Goe & Forsythe, disclosed in court filings
that his firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Marc C. Forsythe, Esq.
Goe & Forsythe, LLP
18101 Von Karman Avenue Ste 1200
Irvine, CA 92612
Tel: 949-798-2460
Fax: 949-955-9437
Email: kmurphy@goeforlaw.com
mforsythe@goeforlaw.com
About Orange County Bail Bonds
Orange County Bail Bonds Inc. -- http://www.bailall.com/-- is a
bail bond service headquartered in Santa Ana, Calif. The company
is family owned and operated, and specializes in bail bonds for
drug-related and drunk driving DUI offenses, spousal abuse and
domestic violence charges, prostitution solicitation charges,
felonies, and misdemeanors. Starting in 1963, the company has been
servicing Orange County, Los Angeles, Riverside, San Bernardino,
and San Diego.
Orange County Bail Bonds sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12411) on June 21,
2019. At the time of the filing, the Debtor hestimated assets of
less than $1 million and liabilities of between $1 million and $10
million. The case is assigned to Judge Erithe A. Smith.
OXTON SENIOR LIVING: $10-Mil. Payout for Bond Investors Proposed
----------------------------------------------------------------
A settlement in the amount of $10 million has been proposed to
compensate investors who purchased certain bonds issued by
Douglas-Coffee County Industrial Authority, Cave Spring Housing
Development Corporations, Savannah Economic Development Authority,
Gainesville and Hall County Development Authority, The Medical
Clinic Board of the City of Montgomery-1976 East, the Development
Authority of Columbus, Georgia, and The Medical Clinic Board of the
City of Opelika, Alabama.
The settlement resolves claims made by the receiver for the
entities which were ultimate beneficiaries of the bond issuances
and for the bondholders of such entities over whether Carr, Riggs &
Ingram LLC, an accounting firm which performed various professional
services for those entities, caused injuries to them and to the
bondholders. CRI denies it did any wrong. The Court did not
decided which side as right. But both sides agreed to the
settlement to resolve the claims and get benefits to bondholders.
The two side disagree on how much money, if any, could have been
won if the receiver had won at a trial.
Complete details of the settlement can be found at
http://oxtonseniorlivingreceivership.com/
The court will hold a hearing on Sept. 30, 2019, at 2:00 p.m. (EST)
to consider whether to approve the settlement.
On Jan. 20, 2017, the Securities and Exchange Commission filed a
complaint in the United States District Court for the District of
New Jersey against Dwayne Edwards, Todd Barker, and various other
individuals and entities, including Oxton Senior Living, LLC and
several related entities operating in the form of assisted living
facilities (ALFs). The court entered, among other orders, an order
appointing a receiver on Jan. 20, 2017. Derek Pierce of Healthcare
Management Partners, LLC, has been appointed the receiver.
PACIFIC CONSTRUCTION: Must File Plan, Disclosures Before Aug. 19
----------------------------------------------------------------
Bankruptcy Judge Peter C. McKittrick ordered Pacific Construction
Group, LLC to file a disclosure statement and plan of
reorganization on or before August 19, 2019.
The Debtor must provide to the US Trustee within 14 days from entry
of this order, true copies of the debtor's 2018 partnership tax
return, profit and loss for year to date, including a profit and
loss for each construction project, balance sheet for year to date
and a copy of the outstanding accounts receivables.
About Pacific Construction Group
Pacific Construction Group, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Oregon Case No. 19-31770) on May
14, 2019. In the petition signed by Christopher Mackenzie, member,
the Debtor estimated assets of less than $100,000 and debts of less
than $500,000. The Debtor is represented by Nicholas J. Henderson,
Esq. at Motschenbacher & Blattner, LLP.
PACIFIC ENERGY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pacific Energy & Mining Company
3550 Barron Way #13a
PO Box 18148
Reno, NV 89511
Business Description: Reno, Nevada-based Pacific Energy & Mining
owns and operates pipelines that transport
natural gas.
Chapter 11 Petition Date: July 10, 2019
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Case No.: 19-25030
Judge: Hon. R. Kimball Mosier
Debtor's Counsel: Terry R. Spencer, Esq.
TR SPENCER & ASSOCIATES
140 West 9000 South, Suite 9
Sandy, UT 84070
Tel: (801) 566-1884
Fax: (801) 748-4022
E-mail: trspencer@live.com
terry@spencerandcollier.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tariq Ahmad, 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/utb19-25030.pdf
PG&E CORP: Notifies Creditors of Claims Bar Date Deadline
---------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric Company (the
"Utility") on July 9, 2019, shared that the companies have
commenced a broad, public noticing process to inform known and
unknown creditors of the deadline and process for filing claims
ahead of the court-approved claims Bar Date deadline.
On June 26, 2019, the U.S. Bankruptcy Court for the Northern
District of California overseeing the companies' Chapter 11 cases
approved the Bar Date of October 21, 2019, at 5:00 p.m. Pacific
Time. The Bar Date is the deadline by which any person or entity
must file a Proof of Claim if they believe money is owed to them by
PG&E Corporation or the Utility for the period prior to the Chapter
11 filing date of January 29, 2019.
PG&E Corporation and the Utility will broadly communicate notice of
the Bar Date via the following channels:
-- Direct mail
-- Email
-- Paid advertising via TV, radio, print, online and social
media
-- Dedicated claim service centers
-- Company news releases
In addition to submitting claims online or by mail, holders of
claims can submit claims in person by visiting PG&E Claim Service
Centers at the following locations beginning July 15, 2019 through
October 21, 2019, Monday to Friday from 8:30 a.m. to 5:00 p.m.
Pacific Time.
-- 350 Salem Street, Chico, CA 95928
-- 231 "D" Street, Marysville, CA 95901
-- 1850 Soscol Ave., Ste 105, Napa, CA 94559
-- 1567 Huntoon Street, Oroville, CA 95965
-- 3600 Meadow View Road, Redding, CA 96002
-- 111 Stony Circle, Santa Rosa, CA 95401
"Our robust noticing process is consistent with our commitment to
open and transparent communication as we work toward an orderly,
fair and expeditious resolution of claims, including wildfire
claims," said Janet Loduca, PG&E Senior Vice President and General
Counsel.
Below is how to view additional information on the Bar Date,
including instructions on downloading a Proof of Claim form and how
to submit a claim:
-- For the claim form and filing electronically, visit
https://restructuring.primeclerk.com/pge/EPOC-Index
-- For customer claim information, visit
www.pgecustomerbardateinfo.com or call (844) 627-7787 (Toll Free)
-- For fire-related claim information, visit
www.pgewildfireinfo.com or call (844) 627-5328 (Toll Free)
The company has also established a section of its website at
www.pge.com/reorganization with additional information about the
Bar Date notice.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The Committee retained
Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PHH MORTGAGE: S&P Assigns 'B-' Issuer Credit Rating; Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings assigned a 'B-' long-term issuer credit rating
to PHH Mortgage Corp. The outlook is negative.
At the same time, S&P withdrew its 'B-' rating on Ocwen Loan
Servicing LLC.
Ocwen Financial Corp. has completed the merger of Ocwen Loan
Servicing LLC into PHH Mortgage Corp. As a result, the company will
provide mortgage services through two brands. PHH Mortgage Corp.
will be the brand that provides forward servicing and lending,
while Liberty Home Equity Solutions will offer reserve lending and
servicing.
S&P said, "The negative outlook on PHH Mortgage Corp. is based on
our negative outlook on its parent, Ocwen Financial Corp. Our
negative outlook on Ocwen Financial Corp. reflects our view that
revenues from Ocwen's servicing business will continue to run off
as mortgage servicing rights (MSR) amortize, though it is likely to
occur at a more modest pace given the company's MSR acquisition
strategy, and that Ocwen will work to realize its cost-saving
goals. We expect interest coverage to remain above 1x and for Ocwen
to maintain a cushion for its minimum tangible net worth and
loan-to-value debt covenants.
"We could lower the rating in the next 12 months if the company's
interest coverage falls below 1.0x or if debt to tangible equity
rises above 1.5x. We could also lower the rating if the company
approaches debt covenants or is unable to refinance upcoming
maturities."
An upgrade is unlikely in the next 12 months, according to S&P.
PHM NETHERLANDS: S&P Assigns 'B' ICR; Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
U.S.-based release liner manufacturer PHM Netherlands Midco B.V.,
owner of Loparex International B.V. and co-borrowers PHM
Netherlands Bidco B.V. and U.S. Bidco.
PHM is being purchased by affiliates of private equity financial
sponsor Pamplona Capital Management LLP. The transaction will be
funded by $440 million in proposed senior secured credit facilities
consisting of a $50 million revolving credit facility (RCF) and a
$390 million first-lien term loan due 2026, and a $160 million
senior secured second-lien term loan due 2027.
Meanwhile, S&P assigning its 'B' issue-level rating and '3'
recovery rating to the company's proposed senior secured first-lien
term loan and senior secured RCF. It also assigned its 'CCC+'
issue-level rating and '6' recovery rating to the company's
proposed senior secured second-lien term loan.
S&P said, "Our 'B' issuer credit rating on Cary, NC-based PHM
Netherlands Midco B.V. (PHM), owner of Loparex, reflects our view
of the company's small size relative to other forest and paper
product companies, and its narrow product breadth in a segmented,
competitive market. PHM is a market leader and largest producer in
the subsector in which it operates, namely as a pure-play release
liner producer that focuses on highly specialized products. We
expect modest sales growth, which will be highly reliant on the
company's ability to find new customers and develop products to
meet their needs." PHM's products are highly engineered and require
long development times. The products have to pass stringent
qualification processes, and switching costs are high. This results
in long-tenured customers and high barriers to entry for other
competitors. However, the market could be susceptible to backward
integration from customers, such as bandage and wound dressing
manufacturers who could move production of these materials
"in-house". These captive players comprise a significant share of
the total market. Mitigating some of these risks is PHM's history
of stable profitability, which we expect to persist.
S&P said, "The stable outlook reflects our expectation that the
company will achieve modest but steady sales growth of about 3-4%
over the next 12 months because of product innovation and
opportunities in emerging markets. In addition, we expect EBITDA
margins of around 17% due to cost-saving initiatives that should
offset modest input cost inflation, and solid underlying market
demand. Consequently, we expect adjusted debt to EBITDA will remain
at 6x to 6.5x, with interest coverage of about 2.1x, reflective of
the company's new capital structure and increased debt related to
its sale.
"We view a downgrade as unlikely given our expectations for PHM's
improved profitability and the continuation of 4%-5% annual growth
in global release liner markets. However, we could downgrade the
company within the next year if adverse market or macroeconomic
events cause EBITDA margins to decline at least 350 basis points
(bps) from our forecast, leverage approaches 8x, and EBITDA
interest coverage falls to less than 1.5x. We could also lower the
rating if the owners undertake further aggressive debt-financed
acquisitions or dividends that cause leverage to approach 8x.
"Given the company's small size and narrow product focus, we view
an upgrade as equally unlikely in the next year unless PHM grows
significantly, diversifies its product offerings, and sustains
leverage at less than 4x. Incorporated into any upgrade would be
our assumption that financial sponsor ownership would be committed
to maintaining leverage at less than 4x with a low risk of
increasing debt."
PIONEER ENERGY: BlackRock Lowers Stake to 2.2% as of June 30
------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of June 30, 2019, it
beneficially owns 1,744,801 shares of common stock of Pioneer
Energy Services Corp., which represents 2.2 percent of the shares
outstanding. As of Dec. 31, 2018, BlackRock beneficially owned
11,327,120 Common Shares of the Company or 14.5% equity stake. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/baVPYK
About Pioneer Energy
Based in San Antonio, Texas, Pioneer Energy Services --
http://www.pioneeres.com/-- provides well servicing, wireline, and
coiled tubing services to producers in the U.S. Gulf Coast,
Mid-Continent and Rocky Mountain regions through its three
production services business segments. Pioneer also provides
contract land drilling services to oil and gas operators in Texas,
the Mid-Continent and Appalachian regions and internationally in
Colombia through its two drilling services business segments.
Pioneer Energy reported a net loss of $49.01 million for the year
ended Dec. 31, 2018, compared to a net loss of $75.11 million for
the year ended Dec. 31, 2017. As of March 31, 2019, the Company
had $737.09 million in total assets, $586.12 million in total
liabilities, and $150.96 million in total shareholders' equity.
* * *
Moody's Investors Service had upgraded Pioneer Energy Services'
Corporate Family Rating to 'Caa2' from 'Caa3'. Moody's said that
Pioneer's 'Caa2' CFR reflects the company's elevated debt balance
pro forma for the $175 million senior secured term loan issuance.
Moody's said that while the company's operating cash flow is
expected to improve due to good demand for its drilling rigs and
equipment services, Pioneer Energy Services' leverage metrics are
weak, as reported by the Troubled Company Reporter on Nov. 13,
2017.
In January 2019, S&P Global Ratings lowered the issuer credit
rating on Pioneer Energy Services Corp. to 'CCC+' from 'B-'. S&P
said, "The downgrade on Pioneer Energy Services Corp. primarily
reflects what we believe to be increasing refinancing risk, as well
as subdued expectations for operating results in 2019.
PREMIER HOLDING: Accumulated Deficit Casts Going Concern Doubt
--------------------------------------------------------------
Premier Holding Corporation filed its quarterly report on Form 10-Q
with the U.S. Securities and Exchange Commission on June 28, 2019,
disclosing a net loss of $5,348,932 on ($4,002,975) of total
revenue for the three months ended June 30, 2018, compared to a net
loss of $920,800 on $760,189 of total revenue for the same period
in 2017.
At June 30, 2018, the Company had total assets of $1,149,310, total
liabilities of $3,046,895, and $1,897,585 in total stockholders'
deficit.
The Company also disclosed a net loss of $2,474,473 on $1,049,292
of total revenue for the six months ended June 30, 2018, compared
to a net loss of $4,526,603 on $1,417,068 of total revenue for the
same period in 2017.
As of June 30, 2018, the Company had an accumulated deficit of
approximately $42 million. For the six months ended June 30, 2018
and 2017, the Company incurred operating losses of $1,918,424 and
$4,534,127, respectively, and used cash in operating activities of
$1,073,620 and $1,422,910, respectively. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
President, Chief Executive Officer and Chief Financial Officer
Randall Letcavage said, "The Company recognizes it will need to
raise additional capital in order to fund operations, meet its
payment obligations and execute its business plan. There is no
assurance that additional financing will be available when needed
or that management will be able to obtain financing on terms
acceptable to the Company and whether the Company will generate
revenues, become profitable and generate positive operating cash
flow. If the Company is unable to raise sufficient additional
funds on favorable terms, it will have to develop and implement a
plan to further extend payables and to raise capital through the
issuance of debt or equity which may be on less favorable terms,
until sufficient additional capital is raised to support further
operations. There can be no assurance that such a plan will be
successful. If the Company is unable to obtain financing on a
timely basis, the Company could be forced to sell its assets,
discontinue its operations and/or pursue other strategic avenues to
commercialize its technology."
A copy of the Form 10-Q is available at:
https://is.gd/T9j4fL
Premier Holding Corporation, through its subsidiaries, provides
energy services in the United States. It offers various
electricity plans and upgrades to a facility's energy
infrastructure to commercial middle market companies and
residential customers. The company also provides deregulated power
brokerage services for small businesses, warehouses, and
distribution centers. The company was formerly known as OVM
International Holding Corporation and changed its name to Premier
Holding Corporation in November 2008. Premier Holding Corporation
was founded in 1971 and is based in Tustin, California.
PULSE EVOLUTION: Needs More Capital to Continue as Going Concern
----------------------------------------------------------------
Pulse Evolution Group, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $2,867,000 on $0 of revenues for the
three months ended March 31, 2019, compared to a net loss of
$695,000 on $0 of revenues for the same period in 2018.
At March 31, 2019, the Company had total assets of $280,453,000,
total liabilities of $48,797,000, and $231,656,000 in total
stockholders' equity.
The Company has cash of $0.3 million, a working capital deficiency
of $14.6 million and an accumulated deficit of $25.2 million at
March 31, 2019. The Company incurred a $3.0 million net loss for
the year ended March 31, 2019. The Company expects to continue
incurring losses in the foreseeable future and will need to raise
additional capital to fund its operations, meet its obligations in
the ordinary course of business and execute its longer-term
business plan. These factors raise substantial doubt about the
Company's ability to continue as a going concern within one year
from the issuance date of our interim financial statements included
in this quarterly report.
Chief Executive Officer John Textor and Chief Financial Officer
Anand Gupta stated, "The Company's future capital requirements and
the adequacy of its available funds will depend on many factors,
including its ability to successfully commercialize its products
and services, competing technological and market developments, and
the need to enter into collaborations with other companies or
acquire other companies or technologies to enhance or complement
its product and service offerings."
A copy of the Form 10-Q is available at:
https://is.gd/NWKZfn
Pulse Evolution Group, Inc., a technology company, develops
hyper-realistic digital humans in the United States and
internationally. Its hyper-realistic digital humans are
computer-generated assets distributed across the spectrum of media
and emerging display technologies, including live entertainment,
virtual reality, augmented reality, mobile, interactive, and
artificial intelligence applications. The company was formerly
known as Recall Studios, Inc. and changed its name to Pulse
Evolution Group, Inc. in February 2019. Pulse Evolution Group is
based in New York.
QUEST SOLUTION: Has $635,000 Net Loss for Quarter Ended March 31
----------------------------------------------------------------
Quest Solution, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss (before income taxes) of $635,000 on
$18,620,000 of total revenues for the three months ended March 31,
2019, compared to a net loss (before income taxes) of $936,000 on
$15,181,000 of total revenues for the same period in 2018.
At March 31, 2019, the Company had total assets of $41,974,000,
total liabilities of $40,038,000, and $1,936,000 in total
stockholders' equity.
Quest Solution said, "As of March 31, 2019, the Company had a
working capital deficit of $20,880,835 and an accumulated deficit
of $40,431,495. The Company's continuation as a going concern is
dependent upon its ability to generate sufficient cash flow to meet
its obligations on a timely basis. Management's plan to eliminate
the going concern situation includes, but is not limited to, the
continuation of improving cash flow, maintaining moderate cost
reductions (subsequent to aggressive cost reduction actions already
taken in 2018 and in the first quarter of 2019), the creation of
additional sales and profits across its product lines, and the
obtaining of sufficient financing to restructure current debt in a
manner more in line with the Company's improving cash flow and cost
reduction successes."
A copy of the Form 10-Q is available at:
https://is.gd/FJzyMO
Quest Solution, Inc., operates as a systems integrator with a focus
on design, delivery, deployment, and support of integrated mobile
and automatic identification data collection solutions in the
United States. It serves manufacturing, distribution,
transportation and logistics, retail, food, and healthcare sectors.
Quest Solution, Inc. is based in Eugene, Oregon.
QUORUM HEALTH: BlackRock Has 1.7% Stake 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 515,579 shares of common stock of Quorum Health
Corporation, representing 1.7 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/OFVynQ
About Quorum Health
Headquartered in Brentwood, Tennessee, Quorum Health --
http://www.quorumhealth.com-- is an operator of general acute care
hospitals and outpatient services in the United States. As of
March 31, 2019, the Company owned or leased 27 hospitals in rural
and mid-sized markets located across 14 states and licensed for
2,604 beds. Through Quorum Health Resources LLC, a wholly-owned
subsidiary, the Company provides hospital management advisory and
healthcare consulting services to non-affiliated hospitals across
the country. Over 95% of the Company's net operating revenues are
attributable to its hospital operations business. The Company's
headquarters are located in Brentwood, Tennessee, a suburb south of
Nashville. Shares in Quorum Health Corporation are traded on the
NYSE under the symbol "QHC."
Quorum Health incurred net losses attributable to the Company of
$200.24 million in 2018, $114.2 million in 2017, and $347.7 million
in 2016. As of March 31, 2019, Quorum Health had $1.64 billion in
total assets, $1.75 billion in total liabilities, $2.27 million in
redeemable non-controlling interests, and a total deficit of
$114.12 million.
* * *
As reported by the TCR on May 20, 2019, S&P Global Ratings lowered
its issuer credit rating on Brentwood, Tenn.-based Quorum Health to
'CCC' from 'CCC+' with negative outlook. S&P said the downgrade
reflects weak operating performance in the first quarter of 2019, a
slower-than-expected pace of divestitures, and greater prospects
for a covenant violation and possible debt restructuring, adding
that the company has only divested one of the eight planned
hospital divestitures for 2019.
RITE AID: Egan-Jones Lowers Senior Unsecured Ratings to CCC
-----------------------------------------------------------
Egan-Jones Ratings Company, on July 3, 2019, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Rite Aid Corporation to CCC from B-. EJR also downgraded the
rating on commercial paper issued by the Company to C from B.
Rite Aid Corporation is a drugstore chain in the United States. The
company ranked No. 94 in the 2018 Fortune 500 list of the largest
United States corporations by total revenue. It is headquartered in
Camp Hill, East Pennsboro Township, Cumberland County,
Pennsylvania, near Harrisburg.
ROOFTOP GROUP: U.S. Trustee Appoints New Committee Member
---------------------------------------------------------
The Office of the U.S. Trustee on July 9 appointed Brian Dlugash as
new member of the official committee of unsecured creditors in the
Chapter 11 case of Rooftop Group International Pte., Ltd.
Meanwhile, Disney Consumer Products, Inc. is no longer a member of
the committee, court filings show.
About Rooftop Group Int'l
Rooftop Group International Pte. Ltd., based in Bellaire, TX, filed
a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-31443) on April
30, 2019. In the petition signed by Darren Matloff, director, the
Debtor estimated $1 million to $10 million in assets and $50
million to $100 million in liabilities. The Hon. Harlin DeWayne
Hale oversees the case. The Debtor is represented by Reed Smith
LLP.
The Office of the U.S. Trustee on June 13 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Rooftop Group International Pte. Ltd.
SEARS HOLDINGS: Egan-Jones Withdraw D Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on July 3, 2019, withdrew its 'D'
foreign currency and local currency senior unsecured ratings on
debt issued by Sears Holdings Corporation. EJR also withdrew its
'D' rating on commercial paper issued by the Company.
Sears Holdings Corporation was an American holding company
headquartered in Hoffman Estates, Illinois. It was the parent
company of the chain stores Kmart and Sears and was founded after
Kmart purchased Sears in 2005; it filed for Chapter 11 bankruptcy
in 2018 and sold its assets to the ESL Investments in 2019.
SEARS HOLDINGS: U.S. Trustee Forms 5-Member Retirees Committee
--------------------------------------------------------------
The U.S. Trustee for Region 2 on July 9 appointed five retirees to
serve on the committee representing retirees with life insurance
benefits in the Chapter 11 cases of Sears Holdings Corp. and its
affiliates.
The committee members are:
(1) Richard D. Bruce
1455 S. York Street, Unit 228
Elmhurst, Illinois 60126
(630) 512-7951
(2) Ronald Olbrysh
624 E. Central Avenue
Lombard, Illinois 60148
(310) 809-6610
(3) James T. Nally
7125 Healy Drive
Springfield, Virginia 22150
(703) 451-5358
(4) Mary Rose Steininger
337 N. Edgewood Avenue
Wood Dale, Illinois 60191
(847) 534-4503s
(5) Joseph E. Hartzell
1230 Timothy Lane
Phoenixville, Pennsylvania 19460
(610) 935-1063
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 Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
Weil, Gotshal & Manges LLP is serving as legal counsel and M-III
Partners is serving as restructuring advisor. Aebersold, managing
director, and Levi Quaintance, vice president of Lazard Freres &
Co. LLC, serve as investment banker to Holdings. DLA Piper LLP is
the real estate advisor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on an official committee of unsecured
creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the
creditors' committee. FTI Consulting is financial advisor to the
creditors' committee. Houlihan Lokey Capital, Inc., is providing
investment banking services to the committee.
SEVEN STARS: 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
Seven Stars on the Hudson Corp., according to court dockets.
About Seven Stars on the Hudson Corp.
Seven Stars on the Hudson Corp
--https://www.rockinjump.com/ftlauderdale/ -- is a trampoline park
operator based in Fort Lauderdale, Fla.
Seven Stars on the Hudson Corp. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-17544) on June
5, 2019. At the time of the filing, the Debtor had estimated
assets of less than $500,000 and liabilities of between $1 million
and $10 million. The case has been assigned to Judge Raymond B.
Ray. The Debtor is represented by The Salkin Law Firm, P.A.
SOCOCO INC: July 18 Hearing on Disclosure Statement
---------------------------------------------------
On July 18, 2019, at 2:00 p.m. (Pacific Time), in Courtroom 5B of
the United States Bankruptcy Court for the Central District of
California - Santa Ana Division, located at 411 West Fourth Street,
Santa Ana, California 92701, the Honorable Theodor C. Albert,
United States Bankruptcy Judge, will hold a hearing to consider
confirmation of the Joint Pre-Packaged Chapter 11 Plan Of
Reorganization of Sococo, Inc. and VisibleGains, Inc.
Any Objection to the applicable Cure Amount must be filed and
served no later than July 18, 2019 at 10:00 a.m. (Pacific Time).
Class 3 All General Unsecured Claims Other than AVG are unimpaired.
Each holder of a General Unsecured Claim, to the extent Allowed,
shall receive, on account of and in full and complete settlement,
release and discharge of, and in exchange for its Allowed General
Unsecured Claim, Cash equal to the full unpaid amount of such
Allowed General Unsecured Claim from the Plan Funds.
Class 1 AVG are impaired. AVG shall receive the AVG Recovery on
account of and in full and complete settlement, release and
discharge of, and in exchange for, but not a waiver of any
deficiency on account of, its Allowed AVG Claim; provided that its
Distribution shall only occur after accounting for funding of the
Distribution Reserve, in an amount required under the Plan;
provided further, as Distributions are made and Claims are
reconciled, AVG shall be entitled to payments from the excess funds
remaining in the Distribution Reserve that were previously
earmarked for such Claims.
Class 4 Senior Preferred Equity Interest are impaired. The holder
of the Senior Preferred Equity Interest shall receive, on account
of and in exchange for its Senior Preferred Equity Interest and in
consideration for the New Cash Contribution, 100% of the New
Equity, and its Senior Preferred Equity Interest shall be deemed
automatically cancelled, released, and extinguished without further
action by the Debtors or the Reorganized Debtors.
Class 5 All Other Equity Interests are impaired. No Distributions
will be made to holders of Allowed Other Equity Interests. On the
Effective Date, all Allowed Other Equity Interests shall be deemed
automatically cancelled, released, and extinguished without further
action by the Debtors or the Reorganized Debtors, and the
obligation of the Debtors and the Reorganized Debtors there under
shall be discharged.
On the Effective Date, the Plan Sponsor shall contribute to the
Debtors an amount of Cash equal to the New Cash Contribution in
consideration of the Plan Sponsor’s acquisition of the New
Equity. The New Cash Contribution shall be used to fund
Distributions under the Plan. The Plan Sponsor shall contribute the
New Cash Contribution to the Debtors by wire transferring the New
Cash Contribution into the Trust Account.
A full-text copy of the Disclosure Statement dated July 2, 2019, is
available at https://tinyurl.com/y5kck8bd from PacerMonitor.com at
no charge.
The Plan was filed by Ron Bender, Esq., Krikor J. Meshefejian,
Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo &
Brill L.L.P., in Los Angeles, California.
About Sococo Inc.
Based in Boston, Massachusetts, Sococo, Inc. and VisibleGains,
Inc., -- https://www.sococo.com/ -- an online virtual office
software solution provider filed voluntary petitions (Bankr. C.D.
Calif. Cases No. 19-12512 and 19-12515) on June 28, 2019. The case
is assigned to Hon. Theodor Albert.
The Debtors' counsel are Ron Bender, Esq., Krikor J. Meshefejian,
Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo &
Brill L.L.P., in Los Angeles, California.
At the time of filing, the two Debtors had estimated assets and
liabilities of $1 million to $10 million.
SONOMA PHARMACEUTICALS: Has $11.8M Net Loss for FY Ended March 31
-----------------------------------------------------------------
Sonoma Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $11,798,000 on $18,970,000 of total revenues for the
fiscal year ended March 31, 2019, compared to a net loss of
$14,328,000 on $16,658,000 of total revenues for the year ended in
2018.
The audit report of Marcum llp states that the Company 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.
The Company's balance sheet at March 31, 2019, showed total assets
of $14,448,000, total liabilities of $3,959,000, and a total
stockholders' equity of $10,489,000.
A copy of the Form 10-K is available at:
https://is.gd/6Bd88c
Sonoma Pharmaceuticals, Inc., a specialty pharmaceutical company
dedicated to identifying, developing and commercializing unique,
differentiated therapies to millions of patients living with
chronic skin conditions. The Petaluma, Calif.-based Company is
focused on the development and commercialization of therapeutic
solutions in medical dermatology to treat skin conditions, such as
acne, atopic dermatitis and scarring.
SPECIALTY RETAIL: July 22 Bid Submission Deadline Set for Assets
----------------------------------------------------------------
A&G Realty Partners will auction six vacant Shopko boxes and 61
vacant outparcel sites as part of the mass merchant's Chapter 11
bankruptcy.
The July 24 auction will be held at 9 a.m. CST at the Chicago law
office of Kirkland and Ellis, 300 North LaSalle. The bid deadline
is July 22 at 4 p.m. CST.
"This auction represents an excellent opportunity for a variety of
real estate stakeholders—everyone from expanding grocery chains,
to large-format fitness centers, to investors seeking to subdivide
or otherwise repurpose well-located big boxes," said Michael
Jerbich, a Principal at Melville, N.Y.-based A&G, a real estate
brokerage and advisory firm. "With stores ranging in size from
13,000 to 66,000 square feet, and outparcels of anywhere from a
third of an acre to more than five acres, the potential user base
here is extensive."
The six owned stores are located in Montana, North Dakota, Kansas,
Iowa and Michigan.
The 61 owned outparcel sites are located in Wisconsin, Minnesota,
South Dakota, Nebraska, Iowa, Michigan, Illinois, Washington,
Indiana, Kansas, Ohio, Tennessee, Kentucky, Wyoming, Montana and
North Dakota.
A $3 billion retailer founded in 1962, the Ashwaubenon, Wisc.-based
Shopko operated 360 stores in 26 states when it filed for Chapter
11 bankruptcy protection this past January. The company operates
under the Shopko, Shopko Express Rx, Shopko Pharmacy, Shopko
Optical and Shopko Hometown nameplates.
A hearing to consider approval of the bids, which require a 10
percent cash deposit of the purchase price, will be held on or
after July 29. All due diligence must be completed prior to
placing a bid.
For information about specific assets, visit AGRealtyPartners.com.
To submit bids and/or request additional information, contact
Michael Jerbich (217810@email4pr.com) or Chris Draper
(217810@email4pr.com).
About A&G Realty Partners
A&G -- http://www.agrealtypartners.com/-- is a team of seasoned
commercial real estate professionals and subject matter experts
that delivers clients the highest possible value for their real
estate. Key areas of expertise include real estate dispositions,
lease restructurings, valuations, acquisitions, and facilitation of
growth opportunities. Utilizing its marketing knowledge, reputation
and advanced technology, A&G has advised the nation's most
prominent retailers and corporations in both healthy and distressed
situations. Founded in 2012, A&G is headquartered in Melville,
N.Y., with offices throughout the country.
About Specialty Retail Shops
Specialty Retail Shops Holding Corp. and its affiliates owns Shopko
Stores, engaging in the sale of general merchandise including
clothing, accessories, electronics, and home furnishings, as well
as company-operated pharmacy and optical services departments.
They are headquartered in Green Bay, Wisconsin, and operate 367
stores in 25 states throughout the United States as well as
e-commerce operations. They currently employ approximately 14,000
people throughout the United States.
Specialty Retail Shops Holding and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case
No. 19-80064) on Jan. 16, 2019. At the time of the filing, the
Debtors estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.
The cases are assigned to Judge Thomas L. Saladino.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; McGrath North
Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital,
Inc., as investment banker; Berkeley Research Group, LLC, as
restructuring advisor; Hilco Real Estate, LLC as real estate
consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera
Partners LLC as financial advisor; and Prime Clerk LLC as notice
and claims agent.
A seven-member panel has been appointed as official unsecured
creditors committee in the cases. The Committee retained as
counsel Pachulski Stang Ziehl & Jones LLP and Goosman Law Firm,
PLC, in Omaha, Nebraska.
STEARNS HOLDINGS: Moody's Cuts CFR to Ca & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service downgraded Stearns Holdings, LLC's senior
secured rating and its corporate family rating to Ca from Caa1 due
to loss given default considerations. The outlook is stable.
Subsequent to the actions, Moody's will withdraw all ratings.
The rating action follows the company's filing for bankruptcy on
July 9, 2019.
Downgrades:
Issuer: Stearns Holdings, LLC
Corporate Family Rating, Downgraded to Ca from Caa1
Senior Secured Regular Bond/Debenture (Local Currency)
Aug 15, 2020, Downgraded to Ca from Caa1
Outlook Actions:
Issuer: Stearns Holdings, LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The downgrade of the ratings for Stearns follows the company's
filing for reorganization under Chapter 11 of the US Bankruptcy
Code on July 9, 2019. The bankruptcy filing indicates constrained
liquidity at the company, as well as default avoidance. Therefore,
Moody's views the bankruptcy filing as a default event.
The ratings downgrade also reflects Stearns' deteriorating
financial performance evidenced by its eroding capital level and
declining profitability due to low mortgage origination volumes,
depressed gain on sale margins, as well as limited franchise
positioning in the highly competitive US residential mortgage
originations market. The ratings also take into account the firm's
confined financial flexibility, due to reliance on short-term
secured bank warehouse facilities, a funding model that is
susceptible to periods of illiquidity, and its high level of
encumbered assets.
Stearns has also reached an agreement with its majority equity
holder, funds affiliated with Blackstone, on a restructuring plan
with Blackstone pledging to contribute $60 million in new capital
in return for substantially all of the equity in the company, as
well as up to $35 million in debtor in possession financing.
Stearns also will have an opportunity to consider other proposals
from third-parties who may provide higher bids.
The company also announced that it had secured commitments of $1.5
billion from its warehouse providers, with Blackstone providing the
warehouse lenders with a limited first-loss guarantee, and has
sought court authorization to continue to support its business
operations during the bankruptcy process.
The principal methodology used in these ratings was Finance
Companies published in December 2018.
SUGARHOUSE HSP: S&P Affirms B- ICR on Financial Policy Reassessment
-------------------------------------------------------------------
S&P Global Ratings affirmed all ratings, including the 'B-' issuer
credit rating and 'B-' issue-level rating on Philadelphia-based
Sugarhouse HSP Gaming Prop. Mezz. L.P.'s $300 million senior
secured notes. S&P also revised its view of the company's financial
policy to neutral due to the strategic nature of its owners.
S&P said, "The affirmation reflects our view that Sugarhouse has
built in sufficient financial flexibility and liquidity to weather
a material decrease in EBITDA and a corresponding increase in
leverage because of new competition expected by the end of 2020.
The stable outlook reflects our expectation that Sugarhouse will
maintain adequate liquidity and good EBITDA coverage of interest
expense through the expected opening of nearby competition in 2020
despite an expected 2x increase in leverage.
"While unlikely given our forecast for interest coverage through
2020, we would lower the rating one notch if EBITDA coverage of
interest deteriorates closer to 1.5x.
"We are unlikely to raise ratings until we can observe the impact
of new competition expected in 2020. That said, we would consider
raising the rating one notch if we believe Sugarhouse could sustain
our measure of adjusted debt to EBITDA below 6x with EBITDA
coverage of interest above 2x."
SUMMIT MIDSTREAM: Moody's Alters Outlook on Ba3 CFR to Negative
---------------------------------------------------------------
Moody's Investors Service changed Summit Midstream Partners, LP's
rating outlook to negative from stable. Moody's also affirmed
SMLP's Ba3 Corporate Family Rating, Ba3-PD Probability of Default
Rating, B3 perpetual preferred units rating and SGL-3 Speculative
Grade Liquidity Rating.
Moody's concurrently affirmed Summit Midstream Holdings, LLC's
(Summit) B1 senior unsecured notes rating. The rating outlook was
changed to negative from stable.
Moody's also affirmed Summit Midstream Partners Holdings, LLC's
(SMP Holdings, an indirect parent of Summit) ratings, including its
B3 CFR, B3-PD PDR, and B3 senior secured term loan rating. The
rating outlook was changed to negative from stable.
"The negative rating outlook reflects uncertainty regarding funding
Summit Midstream's significant capital needs in 2020," said Amol
Joshi, Moody's Vice President. "The company's leverage should
remain moderate through 2019 but it could deteriorate next year if
its capital needs are largely debt-funded, while its cash flow
growth has been lower than expected and potential non-core asset
sales could further shrink scale."
Rating Affirmations:
Issuer: Summit Midstream Partners, LP
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Perpetual Preferred Units, Affirmed B3 (LGD6)
Speculative Grade Liquidity Rating, Affirmed SGL-3
Issuer: Summit Midstream Holdings, LLC
Senior Unsecured Notes, Affirmed B1 (LGD5)
Issuer: Summit Midstream Partners Holdings, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured Term Loan, Affirmed B3 (LGD3)
Outlook Actions:
Issuer: Summit Midstream Partners, LP
Outlook, Changed to Negative from Stable
Issuer: Summit Midstream Holdings, LLC
Outlook, Changed to Negative from Stable
Issuer: Summit Midstream Partners Holdings, LLC
Outlook, Changed to Negative from Stable
RATINGS RATIONALE
SMLP's Ba3 CFR reflects its geographically diverse gathering and
processing assets and diversified customer base. Over 95% of the
company's 2018 gross margin was derived from fee-based contracts,
which in many cases is supported by minimum volume commitments
(MVCs) and acreage dedications. SMLP's near-term organic growth
spending will likely be focused in the Delaware, Williston and DJ
Basins. Capital spending in its legacy assets in the Piceance
Basin, Barnett Shale and Marcellus Shale should be modest, while
spending in its core Utica assets has slowed considerably. Leverage
should remain at moderate levels through 2019 but is higher when
consolidated for SMP Holdings' debt. Cash flow growth has been
lower than expected, while debt could increase significantly
depending upon the mix of debt and equity used to fund the
remaining $303.5 million deferred purchase price obligation due in
2020 related to certain assets dropped down from SMP Holdings in
2016, which continues to pressure SMLP's rating. In addition, the
Double E Pipeline Project should improve SMLP's profile, but its
funding over the next two years could further increase debt
balances. Summit's revolver maturity is well beyond the deferred
payment date, which provides greater visibility into its ability to
fund the payment. Under the terms of the 2016 dropdown, SMLP at its
option, may satisfy all, or a portion, of the deferred purchase
price obligation in SMLP common units.
Summit's unsecured notes are rated B1, one notch below SMLP's Ba3
CFR, reflecting the priority claim of Summit's relatively large
$1.25 billion revolver to its assets. Moody's believes that the B1
rating on the unsecured notes is more appropriate than the rating
suggested by Moody's Loss Given Default Methodology. If the
proportion of revolver debt to senior unsecured notes increases due
to factors including high utilization of the revolver, Summit's
notes could get downgraded. The preferred units are rated B3, three
notches below SMLP's Ba3 CFR, and they receive 100% equity
treatment. Moody's believes that the B3 rating on the preferred
units is more appropriate than the rating suggested by Moody's Loss
Given Default Methodology.
SMLP's SGL-3 Speculative Grade Liquidity Rating reflects its
adequate liquidity profile. SMLP had $5.3 million of cash and $434
million drawn under Summit's $1.25 billion secured revolving credit
facility as of March 31, 2019. The revolving credit facility
matures in May 2022 and has financial covenants including a maximum
total leverage ratio of 5.5x, maximum senior secured leverage ratio
of 3.75x, and a minimum interest coverage ratio of 2.5x.
Availability under the revolver could be constrained by these
covenants. As of March 31, the company was in compliance with these
covenants.
SMLP's negative outlook reflects the uncertainty regarding the
amount of debt used to support the company's 2020 funding needs. A
rating downgrade of SMLP could be considered if standalone SMLP
leverage exceeds 4.5x, consolidated leverage (including SMP
Holdings) exceeds 5.5x, SMLP's scale reduces materially due to
asset sales without adequate debt reduction, or liquidity
deteriorates. While unlikely in the near-term, an upgrade of SMLP
is possible if the company demonstrates progress towards sustaining
leverage around 3.5x and consolidated leverage (including SMP
Holdings) around 4.5x, maintain good distribution coverage,
increase scale as well as further address the funding structure of
the large deferred purchase price obligation due in 2020 and the
Double E Pipeline Project.
SMP Holdings' B3 CFR reflects its structural subordination to the
debt at Summit and preferred units at SMLP. SMP Holdings is a
pure-play general partner (GP) without any other operating assets.
At March 31, SMP Holdings owned about 42% of SMLP's limited
partnership (LP) units and the non-economic GP interest in SMLP, as
well as SMLP's remaining $303.5 million deferred purchase price
obligation due in 2020. SMP Holdings' ability to service its debt
is reliant on distributions from SMLP, a distribution stream which
is junior to SMLP's substantial financing and operating
requirements and SMLP's subsidiary Summit's debt, as well as SMLP's
preferred units. The B3 CFR and the three notch difference to
SMLP's Ba3 CFR further reflects SMP Holdings' high leverage on a
stand-alone basis of about 4.5x debt to annualized quarterly EBITDA
(distributions less G&A), pro forma for the strategic actions
announced in the first quarter of 2019 including the simplification
transaction, SMLP's distribution cut and prepayment of a portion of
SMP Holdings' debt. Moody's expects leverage will be reduced to
3.5x-4x through 2020 primarily driven by mandatory payments from
the excess cash flow sweep feature that has been built into the
term loan structure. Moody's further expects that there will be no
additional debt at SMP Holdings, but there exists a $25 million
revolver carve-out. SMP Holdings could also sell up to 3.5 million
SMLP units without requiring a mandatory offer to prepay a portion
of the term loan, which could weaken leverage metrics somewhat.
However, the distribution of net proceeds from such a sale is
subject to a 2x asset coverage test.
SMP Holdings' B3 rating on its senior secured term loan,
constituting all of its debt, is in line with the CFR, and reflects
the term loan's first priority claim on the equity ownership
interest in SMLP.
SMP Holdings should maintain adequate liquidity. However, SMP
Holdings' liquidity will weaken if distributions received from SMLP
are reduced. With limited administrative overhead, SMP Holdings
does not have significant liquidity needs and it should receive
sufficient distributions from SMLP to cover interest expense. SMP
Holdings' term loan has a minimum interest coverage ratio
requirement of 2x. There is a 1% mandatory amortization of the term
loan per annum and 100% excess cash flow recapture when stand-alone
leverage is above 2x, but stepping down to 75% when standalone
leverage ratio is less than 2x. The alternate sources of liquidity
are limited given that substantially all assets secure the term
loan, and net proceeds from the sale of LP units held at closing,
beyond 3.5 million units, will be required to offer to repay the
term loan.
SMP Holdings' rating outlook is negative, reflecting SMLP's
negative rating outlook. A downgrade of SMP Holdings would occur if
SMLP is downgraded, or if distributions received from SMLP are
negatively impacted resulting in stand-alone debt leverage
exceeding 4x in 2020. An upgrade of SMP Holdings is unlikely in the
near future, but could be considered if SMLP's rating is upgraded.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
Summit Midstream Partners, LP is a publicly-traded master limited
partnership primarily engaged in natural gas, crude oil and
produced water gathering and/or processing in the Utica Shale,
Williston Basin, Piceance Basin, DJ Basin, Barnett Shale, Delaware
Basin and Marcellus Shale. At March 31, SMP Holdings owned about
42% of SMLP's LP units and the non-economic GP interest in SMLP.
SUNNY LEDGE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Sunny Ledge Enterprises, LLC as of July 9,
according to a court docket.
About Sunny Ledge Enterprises
Sunny Ledge Enterprises, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-12249) on June
14, 2019. At the time of the filing, the Debtor had estimated
assets of less than $100,000 and liabilities of less than $500,000.
The case has been assigned to Judge Timothy W. Dore. The Debtor
is represented by the Law Offices of Tuella O. Sykes.
T.I. CONSTRUCTION: Plan Confirmation Hearing Set for Aug. 8
-----------------------------------------------------------
Bankruptcy Judge Scott H. Yun issued an order approving T.I.
Construction, Inc.'s second amended disclosure statement describing
its second amended chapter 11 plan.
Ballots accepting or rejecting the plan, and any objection to the
second amended plan must be filed and served on July 19, 2019.
A hearing to consider confirmation of the Debtor's Second Amended
Plan will be held on August 8, 2019 at 1:30 p.m.
About T.I. Construction
T.I. Construction, Inc., operates a general construction company in
California.
T.I. Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17850) on Sept. 17,
2018. In the petition signed by Theodore Imsen, president, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $1 million. Judge Scott H. Yun presides over the case.
TEL-INSTRUMENT ELECTRONICS: BDO USA LLP Raises Going Concern Doubt
------------------------------------------------------------------
Tel-Instrument Electronics Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net income of $203,038 on $12,116,050 of net sales for the year
ended March 31, 2019, compared to a net loss of $4,322,311 on
$10,024,588 of net sales for the year ended in 2018.
The audit report of BDO USA, LLP states that a verdict was rendered
against the Company pursuant to an ongoing lawsuit for amounts that
raise substantial doubt about its ability to continue as a going
concern.
The Company's balance sheet at March 31, 2019, showed total assets
of $8,329,667, total liabilities of $8,412,350, and a total
stockholders' deficit of $82,683.
CEO and Director Jeffrey C. O'Hara stated, "The Company has
recorded estimated damages to date of $5.3 million, including
interest, as a result of the jury verdict associated with the
Aeroflex litigation. The Company's line of credit agreement
expires on May 31, 2019. During June 2019, Bank of America agreed
to extend the Company's line of credit until March 31, 2020. We
have no commitment from any party to provide additional working
capital and there is no assurance that any funding will be
available as required, or if available, that its terms will be
favorable or acceptable to the Company. These factors raise
substantial doubt about the Company's ability to continue as a
going concern within one year of the date that the financial
statements are issued."
A copy of the Form 10-K is available at:
https://is.gd/6o9fxC
Tel-Instrument Electronics Corp. designs, manufactures, and sells
avionics test and measurement solutions for the commercial air
transport, general aviation, and government/military aerospace and
defense markets in the United States and internationally. It
operates in two segments, Avionics Government and Avionics
Commercial. It sells its products directly or through distributors.
The company was founded in 1947 and is headquartered in East
Rutherford, New Jersey.
TRILLION ENERGY: Working Capital Deficit Casts Going Concern Doubt
------------------------------------------------------------------
Trillion Energy International Inc. filed its quarterly report on
Form 10-Q/A, disclosing a net loss of $315,017 on $1,024,784 of
revenue for the three months ended March 31, 2019, compared to a
net loss of $550,163 on $964,022 of revenue for the same period in
2018.
At March 31, 2019, the Company had total assets of $8,391,233,
total liabilities of $5,933,713, and $2,457,520 in total
stockholders' equity.
The Company has suffered recurring losses from operations and the
Company has a significant working capital deficiency. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern. The Company will need to raise funds
through either the sale of its securities, issuance of corporate
bonds, joint venture agreements and/or bank financing to accomplish
its goals.
Trillion Energy said, "If additional financing is not available
when needed, the Company may need to cease operations. The Company
may not be successful in raising the capital needed to drill and/or
rework existing oil wells. Any additional wells that the Company
may drill may be non-productive. Management believes that actions
presently being taken to secure additional funding for the
reworking of its existing infrastructure will provide the
opportunity for the Company to continue as a going concern. Since
the Company has an oil producing asset, its goal is to increase the
production rate by optimizing its current infrastructure."
A copy of the Form 10-Q/A is available at:
https://is.gd/JMfH3w
Trillion Energy International Inc., together with its subsidiaries,
operates as an oil and gas exploration, and production company in
Bulgaria and Turkey. It owns oil and gas producing assets in
Turkey; and a coal bed methane exploration license in Bulgaria.
The company was formerly known as Park Place Energy Inc. and
changed its name to Trillion Energy International Inc. in April
2019. Trillion Energy was founded in 2006 and is headquartered in
Vancouver, Canada.
ULTRA PETROLEUM: BlackRock Has 2.2% Stake as of June 30
-------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, BlackRock, Inc. reported that as of June 30, 2019, it
beneficially owns 4,365,262 shares of common stock of Ultra
Petroleum Corp., constituting 2.2 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/O9KFQ4
About Ultra Petroleum
Headquartered in Englewood, Colorado, Ultra Petroleum Corp. --
http://www.ultrapetroleum.com/-- is an independent energy company
engaged in domestic natural gas and oil exploration, development
and production. The Company is listed on NASDAQ and trades under
the ticker symbol "UPL".
As of March 31, 2019, the Company had $1.83 billion in total
assets, $2.74 billion in total liabilities, and a total
shareholders' deficit of $914 million.
On Jan. 29, 2019, Ultra Petroleum received written notice from the
Listing Qualifications Staff of The NASDAQ Stock Market LLC
notifying the Company that its common shares, no par value, closed
below the $1.00 per share minimum bid price required by NASDAQ
Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's
notice had no immediate effect on the listing or trading of the
Company's common shares, which will continue to trade on The NASDAQ
Global Select Market under the symbol "UPL". In accordance with
NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic
period of 180 calendar days, or until July 29, 2019, to achieve
compliance with the minimum bid price requirement.
* * *
As reported by the TCR on March 26, 2019, S&P Global Ratings raised
its issuer credit rating on U.S.-based oil and gas exploration and
production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD'
(selective default). "The upgrade reflects a reassessment of our
issuer credit rating on Ultra following the company's completion of
several debt exchanges, whereby holders of approximately an
aggregate $550 million of its 6.875% unsecured notes due 2022 and
$275 million of its 7.125% unsecured notes due 2025 exchanged their
debt for warrants and $572 million of new 9% cash/2%
payment-in-kind second-lien notes due 2024.
UNISON ENVIRONMENTAL: New Plan Modifies Treatment of BOC Claims
---------------------------------------------------------------
Unison Environmental Services, LLC filed a third amended disclosure
statement in connection with its chapter 11 plan.
This latest filing modifies the treatment of Bank of Cleveland's
allowed secured claims in the amount of $6,901,159.80. The claims
will be paid as follows:
Loan #60421088
A. Payoff as of May 1, 2019: $4,652,101.96. This amount will change
based upon deductions as the result of payments by the Debtor and
additional charges such as attorney fees incurred by Bank of
Cleveland.
B. Interest: 5.50%
C. Amortization: 25 years
D. Maturity: April 1, 2022
E. Monthly payment: Approximately $28,583.46. This amount will
change based upon the final indebtedness.
Loan #60478006 (Post-petition loan to acquire Option Property)
A. Payoff as of May 1, 2019: $1,381,094.36
B. Interest: Prime -3.0% variable, to adjust same day as published
change in the Wall Street Journal, with a floor of 2.5% for 12
months. Thereafter, rate changes to 5.5% for the next 24 months to
maturity.
C. Amortization: Interest only for 36 months
D. Maturity: April 1, 2022
E. Monthly payment: Interest only
Loan #60446056 (Equipment loan)
A. Payoff as of May 1, 2019: $231,987.15
B. Interest: 5.00%
C. Amortization: 4 years remaining
D. Maturity: May 9, 2023
E. Monthly payment: $5,130
Loans #60430192, 60441798, 60446048, 60450266, 60452161, and
account 20081693 combined:
A. Combined Payoff as of May 1, 2019: $635,976.45
B. Interest: 6.00% as to loan #60430192; 0.00% as to account
20081693; and 5.00% as to all others
C. Amortization: N/A
D. Maturity: April 1, 2022
E. Monthly payment: None. To accrue interest at $1,583.70 per 30
day month. In the event the Bank is paid in months 1 through 18,
the payoff on these obligations will be 1/3 of what is then due and
owing. If the Bank is paid in full in months 19 through 36, the
payoff on these obligations would be 2/3 of what is then due and
owing. After month 36, the payoff on these obligations would be
100% of what is then due and owing. These obligations can only be
paid less than the full amount then due and owing if all the
obligations of Unison are paid in full.
A copy of the Third Amended Disclosure Statement is available at
https://tinyurl.com/yxrrz3ht from PacerMonitor.com at no charge.
About Unison Environmental Services
Unison Environmental Services, LLC, provides waste treatment and
disposal services. The company's principal assets are located at
6315 12th Ave East Tuscaloosa, AL 35405.
Unison Environmental Services filed a Chapter 11 (Bankr. E.D. Tenn.
Case No. 18-10113) on Jan. 11, 2018. In the petition signed by
Jefferson Knox Horner, chief manager, the Debtor estimated $1
million to $10 million in total assets and liabilities. Judge
Shelley D. Rucker presides over the case. David J. Fulton, Esq.,
at Scarborough & Fulton, is the Debtor's counsel. The Richardson
Law Firm, is the special counsel.
WHATABRANDS LLC: Moody's Gives B1 CFR & Rates New $1.4BB Loans B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Whatabrands LLC's
proposed $200 million senior secured revolving credit facility and
$1.33 billion senior secured term loan. In addition, Moody's
assigned Whatabrands a B1 Corporate Family Rating and B1-PD
Probability of Default Rating. The outlook is stable.
Proceeds from the proposed $1.33 billion senior secured bank
facility along with approximately $3.5 billion of equity ($1.45
billion preferred and $2.1 billion common) contributed by funds
affiliated with BDT Capital Partners and current owners will be
used to fund the acquisition of Whataburger. Moody's ratings and
outlook are subject to receipt and review of final documentation.
"The ratings reflect Whatabrands positive operating trends and
above average unit volumes that indicate strong brand awareness in
its core market of Texas, as well as a diversified day-part and
customer mix, material amount of contributed equity, and very good
liquidity" stated Bill Fahy, Moody's Senior Credit Officer. The
acquisition is being funded with about 73% equity which Moody's
views as a credit positive. "The ratings also incorporate the
company's relatively high pro forma leverage of about 5.65 times
for the LTM period ending December 31, 2018, modest scale and
geographic concentration," stated Fahy. In addition, credit metrics
are expected to improve over the near term as management focuses on
debt reduction over and above required amortization and adds new
restaurants at a measured pace. Moody's also recognizes that
although the $1.45 billion of preferred stock (viewed as equity)
has no redemption rights or maturity date and is held by the
company's owners, any future refinancing of any portion of the
preferred with debt would be a credit negative.
Assignments:
Issuer: Whatabrands LLC
Probability of Default Rating, Assigned B1-PD
Corporate Family Rating, Assigned B1
Guaranteed Senior Secured Bank Credit Facility,
Assigned B1 (LGD3)
Outlook Actions:
Issuer: Whatabrands LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Whatabrands benefits from positive operating trends and above
average unit volumes that indicate strong brand awareness in its
core market of Texas, diversified day-part and customer mix,
material amount of contributed equity, and very good liquidity.
Whatabrands is constrained by its modest scale and geographic
concentration in Texas.
The stable outlook reflects Moody's view that leverage and coverage
will improve over the near term as earnings and operating metrics
remain strong, new restaurants are added at a measured pace and
management focuses on debt reduction over and above mandatory
amortization. The outlook also incorporates its view that liquidity
remains very good.
Given the company's relatively modest scale and material geographic
concentration, a higher rating over the intermediate term is
unlikely. An upgrade would require a sustained strengthening of
debt protection metrics driven in part by solid operating trends
and earnings. Specifically, a higher rating would require debt to
EBITDA of around 4.5 times and EBITDA less capex coverage of gross
interest of approximately 2.5. An upgrade would also require very
good liquidity.
A downgrade could occur if on a sustained basis debt to EBITDA was
over 5.75 times and EBITDA less capex to interest coverage was
below 1.5 times. A deterioration in liquidity could also result in
a downgrade.
Whatabrands, LLC, (a wholly-owned subsidiary of Sunrise Group
Holdings, Inc.) owns the Whataburger fast food brand which operates
and franchises a total of 828 units (713 owned and 115 franchised)
in 10 states with the substantial majority in Texas. Whatabrands is
majority owned by funds affiliated with BDT Capital Management.
Annual revenues are about $2.2 billion while system sales are
approximately $2.4 billion.
WHATABRANDS LLC: S&P Assigns 'B' ICR on Leveraged Buyout by BDT
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Whatabrands LLC (Whataburger). At the same time, S&P assigned its
'B+' issue-level rating and '2' recovery rating to the company's
first-lien credit facilities, which include a $200 million revolver
and a $1.33 billion term loan.
Whataburger is being acquired by BDT Capital for approximately $4.7
billion, which it will fund with about $2.8 billion of debt and
debt-like preferred equity and $2.1 billion of common equity.
S&P said, "Our ratings reflect Whataburger's highly leveraged
capital structure and regional concentration in the intensely
competitive quick service restaurant (QSR) industry.
"We expect that Whataburger will remain committed to moderately
expanding within its existing 10-state regional footprint, which
will reduce its execution risks. The concept of the company's
business is proven and it has an impressive track record in this
geography with over 20 years of consecutive same-store sales
growth. Still, we consider Whataburger's pro forma leverage of 9.4x
(including preferred equity, which we treat as debt in our
calculations; about 5.8x without the preferred equity) to be
elevated. We also view the burger QSR space as highly competitive
and fragmented, with other national and regional players of scale
aggressively competing for market share."
Despite its regional concentration, Whataburger has demonstrated
favorable unit economics and sales growth relative to that of its
peers.
Whataburger has a solid footing in its core Texas market, where it
enjoys a loyal customer following. The company's solid business
execution and the state's ongoing population growth have enabled
Whataburger to generate best in class average-unit-volumes (AUVs)
and comparable sales growth. However, the company does not have
significant scale outside of Texas (70% of its store base), which
leaves it highly exposed to the state's economy and rapidly
changing demographics. In S&P's view, Whataburger's small size
relative to its other larger competitors, such as Burger King,
McDonald's, and Wendy's, as well as its lack of differentiation in
the crowded hamburger subsegment of the QSR industry also render it
vulnerable to competitive pressures, especially outside its core
market.
Changing consumer preferences have paved the way for distinct
product and service offerings such as health-conscious menu items,
meatless burger alternatives, digital engagement, and delivery
services. S&P said, "Whataburger has invested in digital technology
to offer online ordering and a rewards program, which we consider
to be in its infancy. We believe that the company's ability to
differentiate itself from its peers through investments in
innovative offerings is the key to sustaining its emotional
engagement and maintaining its relevance with customers."
S&P said, "The stable outlook on Whataburger reflects our
expectation that same-store sales growth and a modestly expanding
store base will improve the company's performance over the next 12
months. Specifically, we forecast that its credit metrics will
improve modestly from their current levels on earnings growth and
some debt repayment, which will cause its adjusted leverage to
decline below 9x in the next 12 months.
"We could lower our ratings on Whataburger if its operating
performance deteriorates significantly or it faces heightened
competition such that we view its market position less favorably.
Under this scenario we would expect flat to negative same-store
sales and a material decline in profitability that causes the
company's adjusted EBITDA margin to shrink by more than 200 basis
points (bps) from our forecast. This would likely lead the
company's leverage to remain above 9x.
"Although unlikely over the next 12 months, we could raise our
rating on Whataburger if we expect its debt to EBITDA to decline
below 7x and believe that it will sustain its leverage at that
level. This could occur if the company solidly executes its
strategy, causing its EBITDA margin to expand by 300 bps or more
relative to the assumptions in our base case. Under this scenario,
we would expect the company to generate positive free cash flow
that it uses to pay down its outstanding term debt. We would also
need to be confident that BDT would not pursue a releveraging event
for a sustained period."
WINDSTREAM HOLDINGS: Milbank Updates List of 2nd Lien Noteholders
-----------------------------------------------------------------
In the Chapter 11 cases of Windstream Holdings, Inc. et al., the
law firm Milbank LLP filed a second amended verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
in connection with Milbank's representation of the Ad Hoc Committee
of Second Lien Noteholders.
Members of the Ad Hoc Committee are beneficial holders and/or
investment managers or advisors to certain beneficial holders of,
among other disclosable economic interests, the 10.50% Senior
Second Lien Notes due 2024 and 9.00% Senior Second Lien Notes due
2025 issued by Debtors Windstream Services, LLC and Windstream
Finance Corp.
In February 2019, the Ad Hoc Committee retained Milbank as counsel
with respect to the Second Lien Notes. From time to time
thereafter, certain holders of Second Lien Notes have joined or
resigned from the Ad Hoc Committee.
As of July 1, 2019, the members of the Ad Hoc Committee and their
disclosable economic interests are:
(1) Brigade Capital Management, LP
399 Park Avenue, 16th Floor
New York, NY 10022
* First Lien Term Loans: $130,007,922
* First Lien Notes: $50,000
* Second Lien Notes: $74,046,000
* Windstream Holdings, Inc. Common Stock: 893,495 shares
(2) Contrarian Capital Management LLC
411 West Putnam Avenue, Suite425
Greenwich, CT 06830
* First Lien Notes: $13,285,000
* Second Lien Notes: $75,512,000
(3) Deutsche Bank AG New York Branch
c/o Deutsche Bank Securities Inc.
60 Wall Street, 3rd Floor
New York, NY 10005
* Revolving Credit Facility Obligations: $33,751,900
(4) Deutsche Bank Securities Inc.
60 Wall Street, 3rd Floor
New York, NY 10005
* First Lien Notes: $174,000 (short)
* Second Lien Notes: $39,815,000
(5) Deutsche Bank AG Cayman Islands Branch
c/o Deutsche Bank Securities Inc.
60 Wall Street, 3rd Floor
New York, NY 10005
* Revolving Credit Facility Obligations: $29,751,879
(6) Elliott Management Corp.
40 West57th Street
New York, NY 10019
* First Lien Term Loans: $61,758,858
* First Lien Notes: $131,792,000
* Second Lien Notes: $453,560,000
* Unsecured Notes: $443,921,000
(7) HSBC
HSBC Tower
452 5th Avenue
New York, NY 10018
* DIP Obligations: $4,975,000
* First Lien Term Loans: $17,904,875
* Second Lien Notes: $33,890,000
(8) J.P. Morgan Asset Management – Indianapolis High Yield Team
1 East Ohio Street Floor 14
Indianapolis, IN 46204
* First Lien Notes: $2,700,000
* Second Lien Notes: $173,939,000
(9) Loomis, Sayles & Company L.P.
One Financial Center
Boston, MA 02111-2621
* First Lien Term Loans: $55,750,316
* First Lien Notes: $102,833,000
* Second Lien Notes: $133,470,000
(10) Searchlight CapitalPartners, LP
745 Fifth Avenue, 27th Floor
New York, NY 10151
* Second Lien Notes: $119,500,000
* Unsecured Notes: $100,000,000
(11) Western Asset Management Company, LLC
385 East Colorado, Boulevard
Pasadena, CA 91101
* First Lien Term Loans: $1,488,608
* Second Lien Notes: $38,189,000
Counsel for the Ad Hoc Committee of Second Lien Noteholders can be
reached at:
MILBANK LLP
Dennis F. Dunne, Esq.
Andrew M. Leblanc, Esq.
Samuel A. Khalil, Esq.
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
A copy of the Rule 2019 filing from PacerMonitor.com is available
at http://bankrupt.com/misc/Windstream_Holdings_763_Rule2019.pdf
About Windstream Holdings
Windstream Holdings, Inc. and its subsidiaries provide advanced
network communications and technology solutions for businesses
across the United States. They also offer broadband, entertainment
and security solutions to consumers and small businesses primarily
in rural areas in 18 states.
Windstream Holding Inc. and its subsidiaries filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25,
2019.
The Debtors had total assets of $13,126,435,000 and total debt of
$11,199,070,000 as of Jan. 31, 2019.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as counsel; PJT Partners LP as financial advisor
and investment banker; Alvarez & Marsal North America LLC as
restructuring advisor; and Kurtzman Carson Consultants as notice
and claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 12, 2019. The committee tapped
Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP as
its financial advisor, and Perella Weinberg Partners LP as
investment banker.
[*] Alvarez & Marsal 's Julie Hertzberg Appointed Insol President
-----------------------------------------------------------------
Leading global professional services firm Alvarez & Marsal (A&M)
disclosed that Julie Hertzberg, a Managing Director with the firm's
Restructuring & Turnaround practice and head of the Case Management
Services division, was appointed President of INSOL International
("INSOL"), the world-wide federation of national associations of
accountants and lawyers who specialize in turnaround and
insolvency. Ms. Hertzberg is the first woman to serve as INSOL's
President.
Ms. Hertzberg brings her significant international insolvency
experience and credentials complemented by her commitment to
promoting diversity within the international insolvency community.
Currently, women account for about a third of the practitioners in
the restructuring and insolvency profession and comprise 25 percent
of INSOL's membership.
Ms. Hertzberg, who trained as an attorney, specializes in complex
Chapter 11 bankruptcy restructuring case preparation and
management. She has more than 20 years of restructuring experience
and has advised hundreds of bankruptcy proceedings.
"Alvarez & Marsal is committed to maximizing value for clients
around the world. Julie exemplifies the values, professionalism
and dedication that A&M and INSOL share. We are proud of Julie's
achievements at A&M and her contributions to INSOL. We applaud her
vision to promote diversity within the insolvency community," said
Bryan Marsal, Chief Executive Officer and Co-Founder of A&M.
"Julie is an accomplished professional who has contributed
significantly to INSOL and its initiatives over many years," said
Jason Baxter, Chief Operating Officer of INSOL International and a
member of its Board of Directors. "It is an interesting time for
INSOL and there are external challenges that it must respond to. I
believe that Julie is the right President to help ensure the
organization delivers what its members value, and what its
stakeholders expect."
"I am committed to strengthening INSOL and leading the needed
transitions to maintain the organization's relevance in the
restructuring and insolvency community," Ms. Hertzberg said. "My
key priority is diversity; namely, generating greater interest from
young professionals and increasing the number of women in
leadership positions in the industry."
About Alvarez & Marsal
Privately held since its founding in 1983, Alvarez & Marsal (A&M)
-- https://www.alvarezandmarsal.com/ -- is a global professional
services firm that provides advisory, business performance
improvement and turnaround management services. It has over 3,500
people across four continents.
[*] Cullen and Dykman Adds Two New Partners to Bankruptcy Practice
------------------------------------------------------------------
Thomas Slome and Jil Mazer-Marino have joined Cullen and Dykman LLP
as Partners in the firm's Bankruptcy and Creditors' Rights practice
headed by Matthew Roseman.
Mr. Slome and Ms. Mazer-Marino represent debtors, creditors'
committees and secured and unsecured creditors in complex Chapter
11 proceedings, out of court restructurings, and distressed
transactions throughout the U.S.
Mr. Slome and Ms. Mazer-Marino represent a wide variety of
creditors in all aspects of bankruptcy proceedings, including
corporate reorganization, bankruptcy-related litigation,
debtor-in-possession and exit financing, creditors' rights and out
of court debt restructuring. Each has deep, wide-ranging
experience working with clients in a variety of sectors, including
energy, telecommunications, finance, real estate, electronics,
fashion, manufacturing, not-for-profit and healthcare.
Prior, Mr. Slome was Chair of the Bankruptcy practice of Meyer
Suozzi. He has served as a court-appointed examiner and mediator
in the Southern and Eastern Districts of New York and the District
of Delaware and has mediated numerous preference and fraudulent
conveyance lawsuits and claims objections, including several
disputes involving creditors and/or creditors' committees and
Chapter 11 debtors over plans of reorganization.
He is Treasurer of the Association of the Bar of the City of New
York and was formerly Chair of both the City Bar Committee on
Bankruptcy and Corporate Reorganization and the Eastern District of
New York Chapter 11 Lawyers' Advisory Committee and is currently a
member of each.
Mazer-Marino currently serves as a Chapter 7 panel trustee for the
Southern District of New York. She represents lenders and
distressed companies in connection with debt collection, debtor in
possession financing, out of court debt restructuring and wind
down. Her clients include Chapter 7 and Chapter 11 trustees and
plan administrators regarding all aspects of bankruptcy case
administration.
Ms. Mazer-Marino was previously a Partner in the Bankruptcy
practice of Meyer Suozzi. A former President of the New York
Institute of Credit, Women's Division, Mazer-Marino was also the
recipient of the Executive of the Year Award for the New York
Institute of Credit, Women's Division. She is the former secretary
and current member of the Committee on Bankruptcy and Corporate
Reorganization of the New York City Bar Association and is a
frequent speaker on creditors' rights, cannabis law and other
topics.
Cullen and Dykman's Managing Partner Christopher H. Palmer stated,
"With their combined 60 years of experience, Tom and Jil's addition
to our Bankruptcy and Creditors' Rights practice group will allow
us to further enhance our offerings to clients, as they will add
immediate depth to that group. We simply are delighted to have
them on our team."
Mr. Slome and Ms. Mazer-Marino will be based in the firm's Garden
City office.
With the breadth of our Bankruptcy and Creditors' Rights practice,
Cullen and Dykman is able to offer clients a unique perspective
into the issues involved in complex bankruptcy proceedings in a
wide range of industries. We have represented secured creditors,
debtors, unsecured creditors' committees, and individual unsecured
creditors in Chapter 11 cases filed throughout the country, and we
are skilled in resolving issues among various constituencies in
complex Chapter 11 proceedings. We also have significant
experience in out-of-court workouts, restructurings and bankruptcy
litigation, and we have secured favorable results for our clients
in some of the largest and most complex bankruptcy cases ever
filed.
About Cullen and Dykman LLP
Since 1850, Cullen and Dykman LLP --
http://www.cullenanddykman.com/-- has been helping businesses and
institutions address complex legal challenges and maximize
opportunities for success. It serves a broad range of clients,
from closely held businesses to large utilities, financial service
companies, and universities. With offices located in key locations
throughout the Northeast/Mid-Atlantic region, Cullen and Dykman is
strategically positioned to meet the changing needs and demands of
its clients.
[*] FTI Appoints Tensie Axton as Senior Managing Director
---------------------------------------------------------
FTI Consulting, Inc. on July 11, 2019, announced the appointment of
Tensie Axton as a Senior Managing Director in the Turnaround &
Restructuring Services practice within the Corporate Finance &
Restructuring segment, further enhancing the firm's healthcare
restructuring capabilities and expertise leading companies and
their finance functions through times of change.
Ms. Axton, who is based in Houston, brings more than 30 years of
experience serving as a strategic, financial and transaction
advisor. She has served in various executive management positions,
including Chief Financial Officer in the healthcare and banking
sectors, Chief Operating Officer in the healthcare sector and Vice
President of Finance at a publicly traded manufacturing and
distribution company.
"Tensie is an accomplished executive and advisor who brings deep
financial and operating expertise that will directly benefit
healthcare clients, among others, who are dealing with a myriad of
issues and opportunities across the corporate lifecycle," said
Michael Eisenband, Global Co-Leader of the Corporate Finance &
Restructuring segment at FTI Consulting. "Her C-level experience
enhances our Interim Management Services offerings and adds value
for companies needing executive leadership support as they navigate
challenges and disruption."
The addition of Ms. Axton is the most recent investment FTI
Consulting has made in the healthcare sector. In late 2018, the
firm added six professionals, including Senior Managing Directors
Chad Shandler and Clifford Zucker and Managing Directors Kevin
DeLuise and Narendra Ganti, to its Healthcare Restructuring
Services group. Ms. Axton will work closely with that team and the
broader Corporate Finance & Restructuring segment to provide
end-to-end solutions for all constituents in healthcare, as well as
other industries undergoing change.
Ms. Axton has created and led healthcare shared services
organizations, implemented multiple billing systems and managed
revenue cycle for physician groups and free-standing emergency
rooms. In addition to healthcare, she brings experience in the
financial institutions, manufacturing and distribution, technology
and business services industries.
Prior to joining FTI Consulting, Ms. Axton was Chief Financial
Officer of Neighbors Health, a multi-state, free-standing emergency
room company, where she helped guide the organization through a
restructuring, including executing a successful 363 sale of the
asset portfolio. She currently serves as the Trustee for the
company's Liquidating Trust. She also previously served as the
Chief Operating Officer of Pinnacle Medical Partners, LLC, a
roll-up of multi-disciplinary physician practices in Denver.
Ms. Axton previously spent nearly 20 years at KPMG, serving as
Office Managing Partner in Denver and as a Partner in the
Transaction Services practice. She led due diligence, integration
projects and M&A for clients in a variety of industries globally.
Commenting on her appointment, Ms. Axton said, "The depth of FTI
Consulting's expertise and service offerings coupled with the
highly collaborative culture is unparalleled. I am excited to join
the FTI Consulting team and begin working with companies to
identify solutions when they are at an inflection point, as is the
case with many in the healthcare industry and other sectors."
About FTI Consulting
FTI Consulting, Inc. (NYSE: FCN) -- http://www.fticonsulting.com/
-- is a global business advisory firm dedicated to helping
organizations manage change, mitigate risk and resolve disputes:
financial, legal, operational, political & regulatory, reputational
and transactional. With more than 4,700 employees located in 28
countries, FTI Consulting professionals work closely with clients
to anticipate, illuminate and overcome complex business challenges
and make the most of opportunities. The Company generated $2.03
billion in revenues during fiscal year 2018.
[*] Omni Appoints Alexa Concepcion as VP of Securities Services
---------------------------------------------------------------
Omni Management Group, an affiliate of Beilinson Advisory Group, on
July 10 announced the expansion of its team with the appointment of
Alexa Concepcion as Vice President of Securities Services. Ms.
Concepcion will focus on solicitation and public securities,
assisting clients with complex claims and securities noticing and
balloting, prepackaged plan solicitations,
out-of-court restructurings, domestic and international notice
dissemination programs, complex allocation methodologies, treatment
elections, distribution plans, rights offerings,
debt-for-equity swaps, and related distributions.
"The expansion of the Omni leadership team to include Alexa and her
expertise handling extremely complex corporate action events, is in
line with Beilinson Advisory Group's commitment to grow the
company, expand its service offerings and continue exploring
additional opportunities," said Marc Beilinson, Chairman of
Beilinson Advisory Group.
Alexa began her career in the corporate actions group at
Computershare, the global leader in transfer agency. She then
transitioned into a similar role at Morgan Stanley before
processing Corporate Action events at Barclays Capital, an
institutional broker dealer. In March of 2012, Alexa took a
position at The Depository Trust & Clearing Corporation (DTC),
where she spent seven years monitoring and processing U.S. and
international voluntary corporate actions from inception to
allocation. As a DTC team leader, she handled extremely complex
corporate action events, managed risk items, reviewed stock records
and announcements, and balanced transactions for events.
Alexa was involved in several prominent bankruptcy processes,
including Lehman Brothers, the Commonwealth of Puerto Rico, David's
Bridal, iHeartMedia and Oi SA.
"We are delighted to welcome Alexa to our team," said Brian
Osborne, Omni's CEO and President. "She brings over a decade of
ground up, hands-on corporate actions experience, and this unique
specialized skill set is a strong addition to our solicitation and
public securities team."
Notably, the addition of Alexa to the Omni team is part of a larger
growth strategy for the firm, which was acquired last year by
management, Marc Beilinson and affiliates of Beilinson Advisory
Group, a restructuring advisory and interim management firm.
"Alexa's in-depth industry knowledge and strong relationships at
the DTC and ancillary institutions are valuable additions to Omni's
existing solicitation and public securities expertise," said
Beilinson. "The expansion of our team further supports the firm's
vision of delivering exceptional service, new intuitive
technologies and proactive, cost-effective results to meet the
needs of today's restructuring professionals."
About Beilinson Advisory Group
Founded in 2007 by Marc Beilinson, Beilinson Advisory Group --
http://www.beilinsonadvisorygroup.com/-- provides consulting,
interim management and independent director services that deliver
customized, creative and aggressive solutions to maximize value for
all stakeholders (including hedge funds, private equity sponsors,
financial institutions, creditors and shareholders), in distressed
and/or underperforming companies.
About Omni Management Group
Founded in 1970, Omni Management – http://www.omnimgt.com/-- has
served the entire breadth of bankruptcy and restructuring cases,
from small and mid-sized to mega cases in the bankruptcy sector.
The firm is known for exceptional case administration services that
are personal, professional, efficient and successful. The company
maintains offices in Los Angeles and New York.
[^] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW
-----------------------------------------------
Author: John E. Tracy
Publisher: Beard Books
Soft cover: 470 pages
List Price: $34.95
Order a copy today at https://is.gd/fSX7YQ
Originally published in 1947, The Successful Practice of Law still
ably serves as a point of reference for today's independent lawyer.
Its contents are based on a series of non-credit lectures given at
the University of Michigan Law School, where the author began
teaching after 26 years of law practice. His wisdom and experience
are manifest on every page, and will undoubtedly provide guidance
for today's hard-pressed attorney.
The Successful Practice of Law provides timeless fundamental
guidelines for a successful practice. It is intended neither as a
comprehensive reference work, nor as a digest of law. Rather, it is
a down-to-earth guide designed to help lawyers solve everyday
problems -- a ready-to-tap source of tested proven methods of
building and maintaining a sound practice.
Mr. Tracy talks at length about developing a client base. He
contends that a firemen's ball can prove just as useful as an
exclusive party at the country club in making contacts with future
clients. He suggests seeking work from established firms as a way
to get started before seeking collections work out of desperation.
In his chapter on keeping clients, Mr. Tracy gives valuable lessons
in people skills: "(I)f a client tells you he cannot sleep nights
because of worry about his case, you will ease his mind very much
by saying, 'Now go home and sleep. I am the one to do the worrying
from now on.'" Rather than point out to a client that his legal
predicament is partly his fault, "concentrate on trying to work out
a program that will overcome his mistakes." He cautions against
speculating aloud to clients on what they could have done
differently to avoid current legal problems, lest they change their
stories and suddenly claim, falsely, that they indeed had done that
very thing. He also advises against deciding too quickly that a
client has no case: "After you have been in practice for a few
years you will be surprised to find how many seemingly desperate
cases can be won."
Mr. Tracy advises studying as the best use of downtime. He quotes
Mr. Chauncey M. Depew: "The valedictorian of the college, the
brilliant victors of the moot courts who failed to fulfill the
promise of their youth have neglected to continue to study and have
lost the enthusiasm to which they owed their triumphs on mimic
battle fields." Mr. Tracy advises against playing golf with one's
client every time he asks: "My advice would be to accept his
invitation the first time, but not the second, possibly the third
time but not the fourth."
Other topics discussed by Mr. Tracy, with the same practical, sound
advice, include fixing fees, drafting legal instruments, examining
an abstract of title, keeping an office running smoothly, preparing
a case for trial, and trying a jury case. But some of best counsel
he offers is the following: You cannot afford to overlook the fact
that you are in the practice of law for your lifetime; you owe a
duty to your client to look after his interests as if they were
your own and your professional future depends on your rendering
honest, substantial services to your clients. Every sound lawyer
will tell you that straightforward conduct is, in the end, the best
policy. That kind of advice never ages.
John E. Tracy was Professor Emeritus and Member of University of
Michigan Law School Faculty from 1930 to 1969. Professor Tracy
practiced law for more than a quarter century in Michigan, New York
City, and Chicago before joining the Law School faculty in 1930. He
retired in 1950. He was born in 1880. He died in December 1969.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***