/raid1/www/Hosts/bankrupt/TCR_Public/190807.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, August 7, 2019, Vol. 23, No. 218
Headlines
1 GLOBAL CAPITAL: Plan Confirmation Hearing Scheduled for Sept. 17
1265 MCBRIDE: Sept. 10 Plan Confirmation Hearing
215 HEMPSTEAD: Treatment of Unsecureds Modified in Latest Plan
481 VIA HIDALGO: New Plan Proposes to Refinance Presidio Bank Loan
ALLIANCE BIOENERGY: Sept. 12 Plan Confirmation Hearing
AMERICAN BONDING: Sept. 9 Plan Confirmation Hearing
ANOTHER BEGINNING: Sept. 4 Plan Confirmation Hearing
ASCEND PERFORMANCE: Moody's Assigns B1 CFR, Outlook Positive
B. & J. PROPERTY: Seeks to Hire Janet Schroer as Special Counsel
BARNEYS NEW YORK: Case Summary & 30 Largest Unsecured Creditors
BARNEYS NEW YORK: To Close Most Stores, Keep Manhattan Flagship
BENEFIT CONSULTING: Court OK's Plan Outline; Confirms Ch. 11 Plan
BIG DOG: Hearing on Disclosure Statement Continued to Nov. 1
BLUE CHIP: Voluntary Chapter 11 Case Summary
BRISTOL HEALTHCARE: THL Bid for Partial Summary Ruling Partly OK'd
BRISTOW GROUP: Seeks to Hire Deloitte to Provide Tax Services
BROOKFIT VENTURES: Aug. 29 Plan Confirmation Hearing
CACTUS CIRCLE: To Sell Real Property to Pay EJ Smith Secured Claim
CBAK ENERGY: Creditors Agree to Cancel $7.45M in Debt for Equity
CENTRALSQUARE TECH: Moody's Lowers CFR to Caa1, Outlook Neg.
CENTURY III MALL: Sears Objects to Disclosure Statement
CHRISTOPHER HAMILTON: Ruling in Favor of Elite Los Angeles Upheld
CLA RIVERSTONE: Case Summary & 15 Unsecured Creditors
CLEARWATER TRANSPORTATION: Newtek Objects to Disclosure Statement
COMMUNITY HEALTH: Reports $167 Million Net Loss in Second Quarter
CORMICAN'S INC: Files Chapter 11 Plan of Liquidation
COSMOS HOLDINGS: Executes $500,000 Senior Promissory Note
CREATIVE PYROTECHNICS: To Pay Unsecureds $350 Monthly in 5 Years
DELUXE ENTERTAINMENT: S&P Cuts ICR to CCC-; Outlook Negative
DIRECTVIEW HOLDINGS: 1-for-500 Reverse Stock Split Takes Effect
DON FRAME: Jamestown Macadam Secured Claim Impaired in New Plan
DPW HOLDINGS: Effects One-for-Forty Reverse Stock Split
EIRINI INVESTMENTS: Sept. 12 Hearing on Disclosure Statement
FLYING COW: Court Junks Bid for Leave to Appeal in Suit vs McCarthy
FRANKLIN ACQUISITIONS: Sale of Real Property to Fund Trustee Plan
FUELCELL ENERGY: Signs Employment Agreements with 2 Executives
GARY TISCH: Court Affirms Judgment in Favor of Tisch Siblings
GREAT FOOD: Court Approves Use of Cash Collateral
H2D MOTORCYCLE: Seeks to Hire Rattet PLLC as Counsel
HARVARD GROUP: Sale Proceeds to Fund Chapter 11 Plan Payments
HOOD LANDSCAPING: Granted Use of Cash Collateral
J WICK PRODUCTIONS: Sept. 11 Hearing on Disclosure Statement
K-FUSHION INC: Hires David C. Jones, Friedlander, as Counsel
KAIROS HOMES, L.L.C: May Use Cash from Weatherford Assets Sale
KIMBALL HILL: Ct. Flips Ruling Dismissing Yorkville, Fidelity Suits
KROG PARTNERS: Seeks to Hire Lusky & Associates as Counsel
KW1 LLC: Seeks to Expand William R. Stewart's Scope of Work
LANE-GLO BOWL: Unsecureds to Recoup 15% in 60 Monthly Payments
LASV INC: Hires Bielat Santore as Real Estate Broker
LIT'L PATCH OF HEAVEN: Seeks to Hire Wadsworth Garber as Counsel
LIZZA EQUIPMENT: Hires Coast Marine Services as Appraiser
LOTUS BUSINESS: Seeks to Hire Van Horn Law as Counsel
LVBK LLC: Court Dismisses Suit Without Prejudice vs Bank of America
MARTIN MIDSTREAM: S&P Alters Outlook to Stable, Affirms 'B' ICR
MEDICAL IMAGING: Ruling in Manshadi Suit vs Bleggi Partly Flipped
MIAMI LIMO: Unsecureds to Get $2,000 Quarterly for 5 Years
MILLERS LANE: Court Grants Use of Cash Collateral
MISSION RECREATION: Taps James R. Shetlar as Legal Counsel
MJW FILMS: Sept. 11 Hearing on Disclosure Statement
NICHOLAS L. HUGENTOBLER: Court Grants Animas OK to Use Cash
NORANDA ALUMINUM: Partial Summary Ruling vs Insurers Partly Granted
NORTHERN DYNASTY: EPA Withdraws Obama-Era Proposed Determination
NULEAN INC: Priority Creditors to Get Full Payment Over 60 Months
ORCHARD HILLS: Files Chapter 11 Plan of Reorganization
PARADIGM TELECOM: Sale, Liquidation of Assets to Fund Plan
PERKINS & MARIE: Case Summary & 30 Largest Unsecured Creditors
PG&E CORP: Tort Committee Taps Trident as Consultant
PHOENIX HELIPARTS: Loses Summary Judgment Bid in Third-Party Suit
PITBULL REALTY: Asks Court to Use Cash Collateral
PULMATRIX INC: Incurs $7.84 Million Net Loss in Second Quarter
REFINITIV US: Fitch Puts BB IDR on Rating Watch Positive
RELIANCE MANUFACTURING: Gets More Time to File Chapter 11 Plan
RESOLUTE SECURITY: Unsecured Creditors to be Paid in Full at 2%
REVOLAR TECHNOLOGY: Unsecureds to Recoup 100% at 4% Over 4 Yrs
REX PRINTING: Aug. 30 Plan Confirmation Hearing
SAFE SITE: Granted Approval to Use Cash Collateral
SAN LUIS FACILITY: S&P Withdraws 'B-' Rating on Revenue Bonds
SEABROOK DENTAL: Gets Court Approval to Hire Accountant
SHARING ECONOMY: EC Assets Transfers Rights Under Interim Agreement
SHILOH MISSIONARY BAPTIST: Church's Cash Collateral Request Denied
SMGR LLC: PGT Objects to Disclosure Statement
SOUTH CENTRAL: New Plan to Pay Unsecureds 30% in 42 Months
STEARNS HOLDINGS: Seeks to Hire Skadden Arps as Counsel
TONAWANDA COKE: Committee Taps Baumeister Denz as Legal Counsel
TURIN AVIATION: Sept. 5 Plan Confirmation Hearing
UNIQUE TOOL & MANUFACTURING CO., INC: Asks to Use Cash Collateral
UNITED METHODIST: RehabCare Group Objects to Disclosure Statement
UNITED METHODIST: USDA Objects to Disclosure Statement
US ECOLOGY: Moody's Assigns Ba3 Corp. Family Rating, Outlook Stable
US FARATHANE: Moody's Affirms B2 CFR, Outlook Still Negative
USF HOLDINGS: S&P Affirms 'B' ICR on $600MM Proposed Refinancing
UTOPIX MEDICAL: Hires Sheilds Legal as Special Counsel
ZATO INVESTMENTS: Cash Collateral Use Motion Approved
ZEBRA TECHNOLOGIES: S&P Upgrades ICR to 'BB+'; Outlook Stable
*********
1 GLOBAL CAPITAL: Plan Confirmation Hearing Scheduled for Sept. 17
------------------------------------------------------------------
Bankruptcy Judge Raymond B. Ray approved 1 Global Capital LLC and
affiliates and the Official Committee of Unsecured Creditors' first
amended disclosure statement with respect to their joint plan of
liquidation.
The deadline for serving and filing written objections to
confirmation of the plan, and for serving ballots accepting or
rejecting the plan is Sept. 3, 2019.
The date set for the Confirmation Hearing will be Sept. 17, 2019,
at 1:30 p.m. (prevailing Eastern Time).
The Troubled Company Reporter previously reported that unsecured
creditors will recoup 34% under the amended plan.
A redlined version of the First Amended Disclosure Statement dated
July 22, 2019, is available at https://tinyurl.com/y5d62ox7 from
Epiq11.com at no charge.
About 1 Global Capital
1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a
direct small business funder offering an array of flexible funding
solutions, specializing in unsecured business funding and merchant
cash advances.
1 Global Capital LLC, based in Hallandale Beach, Fla., and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-19121) on July 27, 2018. In the petition signed
by Steven A. Schwartz and Darice Lang, authorized signatories, 1st
Global Capital estimated $100 million to $500 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Raymond B. Ray oversees the cases.
Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as
bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as
claims and noticing agent.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 7, 2018. The committee tapped
Stichter, Riedel, Blain & Postler, P.A. as its legal counsel;
Conway MacKenzie, Inc., as financial advisor, along with Dundon
Advisers, LLC, as co-financial advisor.
1265 MCBRIDE: Sept. 10 Plan Confirmation Hearing
------------------------------------------------
The Original Disclosure Statement explaining the Chapter 11 Plan of
1265 McBride Ave. LLC is approved.
A hearing will be held on September 10, 2019 at 10:00 a.m. for
confirmation of the Plan before the Honorable John K. Sherwood,
United States Bankruptcy Court, District of New Jersey, Martin
Luther King, Jr. Federal Building 50 Walnut Street, Newark, NJ
07102, in Courtroom 3D.
September 3, 2019 is fixed as the last day for filing and serving
written objections to the confirmation of the Plan.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/yyolt3qh from PacerMonitor.com at no charge.
The Plan was filed by Jay L. Lubetkin, Esq., at Rabinowitz,
Lubetkin & Tully, LLC, in Livingston, New Jersey, on behalf of the
Debtor.
About 1265 McBride Ave.
1265 McBride Ave. LLC owns a real property located at 1265-1267
McBridge Avenue Woodland Park, New Jersey, having an appraised
value of $6.63 million.
1265 McBride sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 18-22659) on June 22, 2018. In the
petition signed by Thomas J. O'Beirne, sole member, the Debtor
disclosed $6.65 million in assets and $6.67 million in liabilities.
Judge John K. Sherwood presides over the case.
The Debtor tapped Rabinowitz, Lubetkin & Tully, LLC as legal
counsel; Steven A. Reiss & Company, LLC as accountant; and USA Tax
Appeals LLC as appraiser.
215 HEMPSTEAD: Treatment of Unsecureds Modified in Latest Plan
--------------------------------------------------------------
215 Hempstead Realty Corp. filed its fourth amended disclosure
statement in support of its proposed chapter 11 plan.
This filing discloses that on May 7, 2019, the Debtor filed a
motion seeking an order authorizing payment in full to two judgment
creditors. By virtue of an order dated May 23, 2019, the Debtor was
authorized to pay the judgment creditors from the DIP loan proceeds
prior to confirmation.
On June 10, 2019 Debtor's professionals filed applications for
compensation for fees and expenses through and including
confirmation.
On June 26, 2019 the Debtor filed a motion to expunge certain
general unsecured claims. After a hearing before the Court, and by
virtue of an order dated July 25, 2019, the claims of PSEG and
Bethpage Federal Credit Union are expunged from the Debtor's claims
register.
The treatment of general unsecured creditors in Class III has also
been modified in this latest filing.
The amount of general unsecured claims filed and/or scheduled is
approximately $72,240.53. The claims of general unsecured creditors
shall be paid in full without interest on the Effective Date of
Debtor's Plan. The general unsecured claims are as follows:
(a) AAA Long Island Waste Oil, Inc. in the amount of $135.78;
(b) Bethpage Federal Credit Union in the amount of $8,203.84
plus judgment rate interest. This claim has been settled with
Bethpage Federal Credit Union and paid in full pursuant to an order
of the Court dated May 31, 2019 in the reduced amount of $8,300;
(c) Bethpage Federal Credit Union in the amount of $10,437.95;
(d) PSEGLI in the amount of $755.53;
(e) Rocket Tech Fuel Corp. in the amount of $49,894.91 plus
judgment rate interest. This claim has been settled with Rocket
Tech Fuel Corp. (c/o JM Partners, LLC) and paid in full pursuant to
an order of the Court dated May 31, 2019 in the reduced amount of
$58,246.20;
(f) New York State Department of Taxation and Finance in the
amount of $277.52, and
(g) Internal Revenue Service in the amount of $2,535.
The Debtor filed an objection to expunge the claims of Bethpage
Federal Credit Union in the amount of $10,437.95 and PSEG in the
amount of $755.53. The Court granted the Debtor's motion and the
foregoing claims were disallowed and expunged on the record, an
order of the Court is pending. The aforementioned creditors will
receive no distribution on account of said claims and said
creditors are not permitted to vote on Debtor's Plan based upon
their aforesaid claims.
The Plan will be financed from income derived from a Debtor in
Possession loan in the amount of $650,000 obtained with the
assistance of Seaway Capital Corp. The Debtor filed a motion for
approval of the DIP Loan which hearing took place on April 8, 2019
and was approved by virtue of an order of the Court dated April 11,
2019. The DIP Loan closing took place on and the DIP Loan was
funded on April 15, 2019.
A redlined copy of the Fourth Amended Disclosure Statement is
available at https://tinyurl.com/yxtpj7nz from Pacermonitor.com at
no charge.
About 215 Hempstead Realty
215 Hempstead Realty Corp. is a corporation formed in 2013 and is
in the business of holding and managing real property. It operates
its business from a primary business location of 215 Hempstead
Avenue, West Hempstead, New York.
215 Hempstead Realty previously sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70755) on Feb.
10, 2017.
215 Hempstead Realty Corp. filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 17-74474) on July 24, 2017. The petition was
signed by Nadide Cakici, its president. At the time of the filing,
the Debtor estimated assets of less than $1 million and liabilities
of less than $500,000.
The Debtor hired McBreen & Kopko as its bankruptcy counsel, and
George E. Milhim, CPA, as its accountant.
481 VIA HIDALGO: New Plan Proposes to Refinance Presidio Bank Loan
------------------------------------------------------------------
481 Via Hidalgo, LP Converted from 481 Via Hidalgo, LLC filed a
combined plan of reorganization and tentatively approved disclosure
statement dated July 30, 2019.
This latest filing provides that the plan that requires the Debtor
to either sell the real property at 350 Bon Air, Greenbrae,
California or to refinance the Presidio Bank loan.
The previous version of the plan provided that the plan that
requires the Debtor to either sell its real property at 350 Bon
Air, Greenbrae, California and to pay from the sale proceeds all
creditors in full.
A copy of the Disclosure Statement dated July 30, 2019 is available
at https://tinyurl.com/y67vp4tj from Pacermonitor.com at no charge.
About 481 Via Hidalgo LP
481 Via Hidalgo LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-30287) on March 15,
2019. At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million. The case is assigned to Judge Hannah L. Blumenstiel. The
Debtor is represented by the Law Offices of Michael C. Fallon and
the Law Offices of Steven M. Olson.
ALLIANCE BIOENERGY: Sept. 12 Plan Confirmation Hearing
------------------------------------------------------
The disclosure statement explaining the Chapter 11 Plan of Alliance
BioEnergy Plus, Inc., is approved.
The court has set a hearing to consider confirmation of the plan on
September 12, 2019 at 10:30 a.m., in United States Bankruptcy Court
1515 NORTH FLAGLER DRIVE, COURTROOM B, 8th FLOOR WEST PALM BEACH,
FLORIDA 33401.
The last day for filing and serving objections to confirmation of
the plan is on September 9, 2019.
About Alliance BioEnergy Plus
West Palm Beach, Florida-based Alliance BioEnergy Plus, Inc. --
http://www.alliancebioe.com/-- is a publicly-traded technology
company focused on emerging technologies in the renewable energy,
biofuels, and new technologies sectors. The company is now focused
on the development and commercialization of the licensed technology
it controls through its affiliate Carbolosic, LLC. Through its
wholly-owned subsidiary, AMG Energy, the company owns Ek
Laboratories, Inc. and a 50% interest in Carbolosic (which includes
certain licensing rights in North America and Africa).
Alliance BioEnergy Plus sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23071) on Oct. 22,
2018. In the petition signed by CEO Benjamin Slager, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Erik P. Kimball presides over the
case. The Debtor tapped Mancuso Law, P.A. as its legal counsel,
and the Law Offices of Robert Diener as its special counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
AMERICAN BONDING: Sept. 9 Plan Confirmation Hearing
---------------------------------------------------
American Bonding Co., Inc., filed an amended Plan of Reorganization
and accompanying Amended Disclosure Statement to disclose that the
Disclosure Statement has been tentatively approved by the
Bankruptcy Court. A hearing to consider final approval is
scheduled for September 9, 2019. Any party desiring to object must
do so by August 31, 2019.
The Amended Plan also disclosed that from June 27, 2019 to July 3,
2019, the Debtor's owner, Richard Crain was jailed in Belmont
County, Ohio for non-payment of bonds by American Bonding Co., Inc.
Currently, American Bonding Co, Inc. owes two judgments for unpaid
bonds in Ohio County, West Virginia and an Administrative Order
suspending American Bonding Co, Inc from writing bonds in the First
Judicial Circuit was entered by Judge Wilson.
The validity of these actions is generally contested by American
Bonding, Inc.
In Ohio, American Bonding, Inc., disputes the procedure used by the
Court. American
Surety, Inc., has denied liability at this time because of
perceived deficiencies in that process.
In West Virginia, American Bonding, Inc., recognizes that the
existing judgments for
bond forfeitures need to be rectified. One individual who had been
the subject of a bond
forfeiture, has been recaptured and sentenced. Proceedings to undue
the forfeiture need to be filed.
Clarification of the suspension of American Bonding, Inc. is
necessary to determine if a
bailpiece can be obtained by American Bonding, Inc., to lawfully
apprehend the other fugitive, who has recently been located in
Ohio.
The regulation of bondsmen in West Virginia is confusing. A 1959
statute authorized
"courts of record" to regulate bondsmen. That statute was amended
in 2004, and regulation was shifted to the West Virginia Supreme
Court of Appeals. The West Virginia Supreme Court has entered an
order which purports to leave the former statute in place, but
which seems to disclaim the authority of the judiciary to regulate
bondsmen at all.
The contract between American Bonding, Inc., and American Surety,
Inc., has been cancelled.
The Debtor believes none of these postpetition events are likely to
impact the success of this Plan. Income to fund the purchase of
real estate is dependent on independent businesses owned byRichard
Crain.
Class 4 All unsecured are impaired. Debt under $2,000.00. This is
a convenience class authorized by 11 U.S.C. Section 1122(b). This
specifically includes debt identified as Claim 7 and debts listed
in the petition. Class 4 will not be paid.
Class 3 All other priority are impaired. But not limited to the
type of that debt asserted in significant portions of Claim 5 and
some of Claims 8. The sum of $6,000 will be distributed as part of
a pro rata payment of priority debt to members of Class 3, less
administrative expenses, as defined in the Plan of Reorganization
attached hereto.
Class 5 All other unsecured debt, including, but not limited to
Claims 2 and 6. Class 5 will not be paid.
It is recognized that American Bonding Co., Inc., has enough debt
that a true reorganization is unlikely. Nonetheless a liquidating
plan, as proposed herein, appears to make optimal sense.
A full-text copy of the Amended Disclosure Statement dated July 31,
2019, is available at https://tinyurl.com/y6hj2oot from
PacerMonitor.com at no charge.
The Amended Plan was filed by Martin P. Sheehan, Esq., at Sheehan &
Associates, PLLC, in Wheeling, West Virginia, on behalf of the
Debtor.
About American Bonding Co.
American Bonding Co., Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 18-00784) on Aug.
16, 2018. At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of less than $500,000. Judge
Patrick M. Flatley presides over the case. The Debtor tapped
Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, as its legal
counsel.
ANOTHER BEGINNING: Sept. 4 Plan Confirmation Hearing
----------------------------------------------------
The disclosure statement explaining the Chapter 11 Plan of Another
Beginning, Inc., is conditionally approved.
The hearing on confirmation of the plan is scheduled on Wednesday,
September 4, 2019, at 11:00 AM, in Room 208, 300 Fayetteville
Street, Raleigh, NC 27602.
August 30, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement.
August 30, 2019 is fixed as the last day for filing and serving
written objections to confirmation of the plan.
Another Beginning, Inc., filed a voluntary Chapter 11 petition
(Bankr. E.D.N.C. Case No. 19-01897) on April 26, 2019, and is
represented by Ciara L. Rogers, Esq., at The Law Offices of Oliver
& Cheek, PLLC.
ASCEND PERFORMANCE: Moody's Assigns B1 CFR, Outlook Positive
------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family Rating and
Probability of Default Rating of B1-PD to Ascend Performance
Materials Operations LLC. At the same time, Moody's has assigned a
B1 rating to Ascend's proposed $1,100 million senior secured term
loan. The proceeds of the term loan will be used to pay about $520
million in dividends, and the rest for redeeming the existing term
loan and revolving credit facility including fees.
"We expect Ascend to exhibit strong credit metrics for its rating
category, despite debt-funded dividends payments. A shift in its
product mix to engineered polymers, favorable higher-margin
long-term customer contracts and continued tight supply conditions
in key parts of the Nylon 6,6 industry will continue to support the
company's earnings. However, its business concentration on Nylon
6,6 chain products, the cyclical nature of the industry with new
capacities on the horizon, as well as private-equity ownership are
key constraining factors for the rating," said Jiming Zou, Moody's
Vice President and lead analyst for Ascend Performance Materials
Operations LLC.
Ratings Assigned:
Issuer: Ascend Performance Materials Operations LLC
Corporate Family Rating at B1
Probability of Default Rating at B1-PD
Senior Secured Term Loan at B1 (LGD4)
Outlook, Assigned Positive
RATINGS RATIONALE
Ascend's B1 CFR reflects its improved Nylon 6,6 product mix,
increasing use of long term contacts with margin protection and
benign market conditions for integrated Nylon 6,6 producers in the
next two years, despite capacity additions, slowing demand in some
of the key end markets and macroeconomic headwinds in Europe and
Asia. Ascend has benefited from global supply constraints in Nylon
6,6 and key intermediates, as well as a shift in its product mix to
higher value engineered polymer applications (primarily auto
related) in the last two years. Over half of Ascend's sales volumes
are now under long term contract with favorable pricing mechanisms.
Tight markets for key intermediates and Nylon 6,6 resin raised its
adjusted EBITDA margin to about 18% in 2018, more than double the
level of 8.5% in 2016. The tightly controlled technology of
producing ADN, a key intermediate for Nylon 6,6, by a few global
producers and the lead time to add new capacities in Nylon 6,6 help
mitigate the negative impact of a slowdown in the automotive
sector, a key customer industry for Ascend, as well as the recent
declines in Nylon 6,6 prices in spot markets after a significant
surge in 2018.
The rating is also supported by Ascend's competitive market
position in the Nylon 6,6 industry with vertically integrated
production, barriers provided by closely-held technology,
investments to improve operational reliability and expand capacity
to capture demand growth. Ascend's size, market position,
geographic diversity, and limited legacy liabilities relative to
rated peers support its rating.
At the same time, the B1 CFR has taken into consideration the
company's business concentration on Nylon 6,6 chain products and a
relatively short track record of strong performance. The company's
adjusted debt leverage improved to about 1.2x at the end of 2018,
amid peak industry conditions, down from 3.1x and 5.1x at the end
of 2017 and 2016, respectively. Risks include industry and economic
downturns, product substitutions, new capacity additions, and
volatile raw material prices. The tight supply conditions and high
profits of the Nylon 6,6 industry could expedite the expansion of
capacity, prompt customers to use alternatives if available, and
end the cyclical upturn faster than expected.
Ascend also faces potential event risk related to acquisitions and
shareholder distributions, as well as increased capital expenditure
for capacity expansions and operational reliability. Management is
likely to participate in industry consolidation or make shareholder
distributions, which in turn could raise its debt leverage well
above the pro-forma level of about 2.0x after the proposed
dividends payments. The historical volatility in financial
performance, coupled with event risks associated with its
private-equity ownership, are key constraints for its rating.
Moody's could get comfortable with a Ba3 rating if the company is
able to participate in further industry consolidation and the
sponsor does not take dividends that would cause leverage to
increase to 3.0x over time.
Ascend's liquidity is adequate to support its operation over the
next four quarters, including the availability under its newly
proposed $400 million asset-based revolving credit facility due in
2024. The company will rely on its asset-based revolving credit
facility to cover heavy working capital needs during the year. The
credit agreement for the asset-based revolving credit facility
contains a springing fixed charge coverage ratio test set at 1.00x.
Moody's expects that the company coverage ratio will remain well
above this level over the next two years. The maintenance of at
least $100 million of excess liquidity is an important factor
supporting the potential for a higher rating considering the
historical and anticipated volatility of this business.
The B1 rating on the company's newly proposed $1,100 million senior
secured term loan is in line with the company's CFR, reflecting the
preponderance of the term loan in the debt capital structure,
despite its effective subordination to the $400 million asset-based
revolving credit facility. Moody's ranks the revolver ahead of the
term loan in its Loss-Given Default framework based on its access
to more liquid collateral and likelihood of a better recovery in a
default scenario compared to the Term Loan. The ABL has a first
priority lien on current assets and a second priority lien on fixed
assets. The Term Loan has a first priority lien on fixed assets and
a second priority lien on current assets.
The positive outlook reflects Moody's expectation that the company
will generate healthy earnings and its credit metrics will remain
strong for the rating, thanks to its improved product mix and
long-term contacts with margin protection, in the next 12-18
months.
Moody's could upgrade the rating with expectations for adjusted
financial leverage sustained below 3 times, further consolidation
in the industry, available liquidity sustained above $100 million,
and a commitment to more conservative financial policies. Moody's
could downgrade the rating with expectations for adjusted financial
leverage sustained above 6 times, sustained negative free cash
flow, available liquidity below $100 million, or meaningful
deterioration in earnings.
The principal methodology used in this rating was Chemical Industry
published in March 2019.
Ascend Performance Materials Operations LLC is an integrated
propylene based producer of Nylon 6,6. SK Titan Holdings LLC bought
the company from Solutia in 2009 and a small remaining equity
interest in 2011. Headquartered in Houston, Texas, Ascend generated
about $2.6 billion of revenues in 2018.
B. & J. PROPERTY: Seeks to Hire Janet Schroer as Special Counsel
----------------------------------------------------------------
B. & J. Property Investments, Inc. seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to hire Janet Schroer,
Esq., as special counsel.
The Debtor is involved in the appeal of the judgement entered in
the litigation entitled Loren Hathaway, et al. v. B & J Property
Investments, Inc., et al., Case No. 13C14321 in the Circuit Court
of the State of Oregon for the County of Marion. Ms. Schroer, as
special purpose counsel, will represent the Debtor in the case.
The Oregon State Bar Professional Liability Fund has agreed to pay
the fees and expenses of the attorney.
The partners and associates of Ms. Schroer do not have any
connection with the Debtor, creditors and other
"party-in-interest," as stated in court filings.
Ms. Schoer can be reached at:
Janet R. Schoer
1000 SW Broadway, Suite2000
Portland, OR 97205
About B. & J. Property Investments
B. & J. Property Investments, Inc. is a privately held company
engaged in commercial and industrial machinery and equipment rental
and leasing.
B. & J. Property Investments filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 19-60138) on Jan. 17, 2019. In the petition signed
by William Berman, president, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Peter C. McKittrick. The
Debtor is represented by Tonkon Torp LLP.
BARNEYS NEW YORK: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Barneys New York, Inc.
240 Hudson Valley District, Suite 240
Central Valley, NY 10917
Business Description: Barneys, Inc. -- https://www.barneys.com --
is a luxury specialty retailer offering
women's and men's ready-to-wear,
accessories, shoes, jewelries, cosmetics,
fragrances, and gifts for the home.
Barneys operates a network of specialty
retail stores and outlets across
three business channels: (a) 13 flagship
stores; (b) nine warehouse stores; and (c)
digital platforms (www.Barneys.com
and www.BarneysWarehouse.com). The Debtors
employ approximately 2,300 people.
Chapter 11 Petition Date: August 6, 2019
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Barneys New York, Inc. (Lead Case) 19-36300
Barneys, Inc. 19-36299
BNY Catering, Inc. 19-36301
BNY Licensing Corp. 19-36302
Barneys Asia Co. LLC 19-36303
Court: United States Bankruptcy Court
Southern District of New York (Poughkeepsie)
Judge: Hon. Cecelia G. Morris
Debtors' Counsel: Edward O. Sassower, P.C.
Joshua Sussberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: jsussberg@kirkland.com
joshua.sussberg@kirkland.com
- and -
Chad J. Husnick, P.C.
W. Benjamin Winger, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: chad.husnick@kirkland.com
benjamin.winger@kirkland.com
Debtors'
Conflicts
Counsel: Steven J. Reisman, Esq.
KATTEN MUCHIN ROSENMAN LLP
575 Madison Avenue
New York, New York 10022
Tel: (212) 940-8800
Fax: (212) 940-8776
Email: sreisman@kattenlaw.com
Debtors'
Financial
Advisor: M-III PARTNERS, LP
Debtors'
Investment
Banker: HOULIHAN LOKEY CAPITAL, INC.
Debtors'
Notice,
Claims &
Balloting
Agent and
Administrative
Advisor: BANKRUPTCY MANAGEMENT SOLUTIONS, INC.
D/B/A STRETTO
http://case.stretto.com/barneys
Total Assets
(Book Value as of July 6, 2019): Approximately $457 million
Total Liabilities
(Book Value as of July 6, 2019): Approximately $377 million
The petitions were signed by Sandro Risi, chief financial officer.
A full-text copy of Barneys New York's petition is available for
free at:
http://bankrupt.com/misc/nysb19-36300.pdf
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Jenel Management Lease $5,984,632
Attn: Jack Dushey
Jenel Management Corp.
275 Madison Avenue (1100)
New York, NY 10016
Tel: (212) 889-6406
Email: jd@jenel.net
2. The Row LLC Trade Payable $3,737,748
Attn: Legal
609 Greenwich Street
New York, New York 10014
Tel: (646) 358-3888
Email: Jan.Kaplan@therow.com
3. Celine Inc. Trade Payable $2,747,305
Attn: Legal
538 Madison Avenue
New York, NY 10022
Tel: (646) 346-7613
Email: luc.ferriere@lvmhfashion.com
4. Thor Equities Lease $2,228,976
1-15 East Oak Street, LLC
25 West 39th St.
New York, NY 10018
United States
Tel: (212) 529-4175 Ext. 0000
Email: jxenitelis@thorequities.com
5. Yves Saint Laurent America, Inc. Trade Payable $2,186,576
Attn: Legal
50 Hartz Way
Secaucus, NJ 07094
Tel: (201) 553-6945
Fax: (201) 770-2921
Email: daniel.byrnes@kering.com
6. Balenciaga America, Inc. Trade Payable $2,139,845
Attn: Legal
50 Hartz Way
Secaucus, NJ 07094
Tel: (212) 279-4440
Email: daniel.byrnes@kering.com
7. Givenchy Corporation/LVMH Trade Payable $1,944,171
Attn: Legal
19 East 57th Street
New York, NY 10022
Tel: (212) 965-5582
Email: luc.ferriere@lvmhfashion.com
8. Gucci Trade Payable $1,797,504
Attn: Legal
195 Broadway
New York, NY 10007
Tel: (201) 330-2738
Email: daniel.byrnes@kering.com
9. Google Inc. Trade Payable $1,706,932
Attn: Legal
1600 Amphitheatre Parkway
Mountain View, CA 94043
Tel: (800) 467-1894
Email: jo.keri@google.com
10. Prada Trade Payable $1,626,504
Attn: Legal
609 West 52nd Street
New York, NY 10019
Tel: (212) 307-9300
Email: Aimee.Nsang@prada.com
11. Rakuten Marketing Formerly Trade Payable $1,854,130
Linkshare Corp.
Attn: Legal
215 Park Avenue South
2nd Floor
New York, NY 10003
Tel: (646) 943-8294
Email: shannon.le@rakuten.com
12. GGR US LLC Trade Payable $1,461,149
Attn: Legal
Dept. 3486
24 E 64th St
New York, NY 10065
Tel: (212) 947-3333
Email: veronica.nanni@ggr-distribution.com
13. Azzedine Alaia Trade Payable $1,396,258
Attn: Legal
5 Rue Marignan
75008 Paris, France
Email: patricia.carry@alaia.fr
14. Margiela USA, Inc. Trade Payable $1,370,604
220 W 19th Street, 11th Floor
New York, NY 10011
Tel: (646) 813-4124 Ext. 0000
Email: kenny_kalipershad@staffinternational.com
15. CL US Distribution Corporation Trade Payable $1,283,586
Attn: Legal
306 W. 38th Street, Floor 14
New York, NY 10018-2927
Tel: (212) 279-7365
Email: j.jiang@us.christianlouboutin.com
16. Moncler USA, Inc. Trade Payable $1,205,973
568 Broadway Suite # 301
Attn: A/R & CREDIT DPT.
New York, NY 10012
Tel: (347) 745-2873 Ext. 0000
Email: valentina.pretto@moncler.com
17. Chloe Trade Payable $995,965
Attn: Legal
Division of Richemont North America
10 East 52nd Street, 3rd Floor
New York, NY 10022
Tel: (917) 606-7031
Email: clemence.asaria@chloe.com
18. Shiseido Cosmetics Trade Payable $990,192
Attn: Legal
390 Madison Avenue
New York, NY 10017
Tel: (201) 651-3917
Email: jcohen@sac.shiseido.com
19. Stockton Street Lease $953,528
Properties, Inc.
PO Box 847130
Dallas, TX 75284-7130
Tel: (952) 852-5200 Ext. 0000
Lori.Coleman@MadisonMarquette.com;
kevin.pirozzoli@invesco.com
20. Isaia Corp. Trade Payable $942,977
730 Fifth Ave, Crown Bldg., Ste 1004
New York, NY 10019
Tel: (212) 245-3733 Ext. 0000
Email: anthony.bozzi@isaia.it
21. FedEx Trade Payable $929,944
942 South Shady Grove Road
Memphis, Tennessee 38120
Tel: (901) 818-7500
Email: christie.burns@fedex.com
22. Chanel Trade Payable $877,516
885 Centennial Avenue
Piscataway, NJ 08854
Tel: (732) 980-3845 Ext. 0000
Email: karen.albrecht@chanelusa.com
23. Loewe LLC Trade Payable $877,323
Attn: Legal
598 Madison Ave FL 6
New York, NY 10022
Tel: (646) 346-7914
Email: luc.ferriere@lvmhfashion.com
24. Canada Goose US, Inc. Trade Payable $870,103
C/O TX911OU
P.O. BOX 55950
Boston, MA 02205-5950
Tel: (416) 780-9850 Ext. 0000
Email: crenfrey@canadagoose.com
25. Etoille 660 Madison LLC Trade Payable $866,977
660 Madison Avenue
New York, NY 10065
Email: tedh@jsrellc.com
26. Tribeca Design Studio LLC Trade Payable $854,691
Attn: Legal
48 Walker Street
New York, New York 10013
Tel: (212) 431-7713
Email: shira@nililotan.com
27. Manolo Blahnik USA, LTD Trade Payable $831,984
Attn: Legal
31 West 54th Street
New York, New York 10019
Tel: (212) 582-5647
Email: Tony@manoloblahnikusa.com
28. Rag & Bone Trade Payable $823,234
425 W 13th St., 3rd FL New York,
NY 10014
Tel: (212) 278-8214 Ext. 0000
Email: credit@rag-bone.com
29. Owenscorp Italia Spa Trade Payable $816,999
Via Ponza, 4
10121 Torino (TO) Italy
Email: luca.ruggeri@owenscorp.com
30. The Building at 575 Lease $815,240
Fifth Office Owner LL
PO Box 780254
Philadelphia, PA 19178-0254
Email: MattP@575fifth.com
BARNEYS NEW YORK: To Close Most Stores, Keep Manhattan Flagship
---------------------------------------------------------------
Soma Biswas and Juliet Chung, writing for The Wall Street Journal,
reported that Barneys New York Inc., which filed for bankruptcy
protection early Wednesday (Aug. 6), plans to close 15 locations,
including its flagship stores in Chicago, Seattle, and Las Vegas.
Barneys and its debtor affiliates are party to 28 non-residential
real property leases across the United States, 22 of which relate
to store locations. According to court papers, it is estimated
that rejecting the Leases will save the Debtors approximately $2.2
million per month in rent and associated costs.
The other locations to be closed are four concept stores and seven
warehouses, court papers indicated. Barneys said it will keep its
Manhattan flagship store and seven other stores.
Prior to the bankruptcy filing, the Journal reported on Aug. 4 that
the retail company, which started as a men's retailer in 1923, was
close to filing for bankruptcy and near a financing deal with
Gordon Brothers and Hilco Global, firms specialized in selling
assets for distressed companies.
According to the Journal, Barneys, controlled by the New York hedge
fund Perry Capital, struggled to navigate the rise of e-commerce as
well as a steep rent hike for its flagship store in Manhattan. The
rent nearly doubled this year to $27.9 million from $16.2 million,
the Journal pointed out. Barneys fought the rent increase but lost
during an arbitration proceeding earlier this year, prompting the
retailer to hire restructuring advisers, the Journal recalled.
Ronald M. Tucker filed a notice of appearance in the Chapter 11
case on behalf of Simon Property Group, L.P., a landlord and a
creditor:
Simon Property Group, L.P.
Attn: Ronald M. Tucker, Esq.
225 West Washington Street
Indianapolis, Indiana 46204
Tel: (317) 263-2346
Fax: (317) 263-7901
Email: rtucker@simon.com
Kristen N. Pate also filed a notice of appearance in the Chapter 11
case on behalf of Brookfield Property REIT Inc., as Direct and
Indirect Owner and/or Managing Agent as Landlord for the Debtor:
Kristen N. Pate
Brookfield Property REIT Inc., as Agent
350 N. Orleans Street, Suite 300
Chicago, IL 60654-1607
Tel: (312) 960-2940
Fax: (312) 442-6374
Email: bk@brookfieldpropertyretail.com
BENEFIT CONSULTING: Court OK's Plan Outline; Confirms Ch. 11 Plan
-----------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte issued an order approving
Benefit Consulting Group of PR, Inc.'s disclosure statement and
confirming its chapter 11 plan.
The Troubled Company Reporter previously reported that the Plan
will be funded from the cash-flow generated by the Reorganized
Debtor. It generally consists of the business income generated by
BCG. The Debtor will contribute its cash flow to fund the Plan
commencing on the Effective Date of the Plan.
A full-text copy of the First Disclosure Statement dated June 17,
2019, is available at https://tinyurl.com/y65xzmy5 from
PacerMonitor.com at no charge.
About Benefit Consulting Group of PR Inc.
Benefit Consulting Group of PR Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06051) on Oct.
16, 2018. At the time of the filing, the Debtor estimated assets
of less than $1 million and liabilities of less than $1 million.
Judge Enrique S. Lamoutte Inclan presides over the case.
BIG DOG: Hearing on Disclosure Statement Continued to Nov. 1
------------------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining the Chapter 11 Plan of Big Dog II, LLC will be held at
100 N. Palafox Street, Courtroom 1, Pensacola, FL 32502, is
continued to November 1, 2019 at 10:00 AM, Central Time. October
25, 2019, is fixed as the last day for filing and serving written
objections to the disclosure statement.
About Big Dog II LLC
Big Dog II, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-30284) on March 15,
2019. At the time of the filing, the Debtor had estimated assets
and liabilities of between $1 million and $10 million.
The case has been assigned to Judge Jerry C. Oldshue Jr. Wilson,
Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A. is the
Debtor's bankruptcy counsel.
BLUE CHIP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Blue Chip Hotels Asset Group - Round Rock, LLC
2340 N. Interstate Hwy 35
Round Rock, TX 78681
Business Description: Blue Chip Hotels Asset Group - Round Rock,
LLC is a privately held company in the
traveler accommodation industry.
Chapter 11 Petition Date: August 5, 2019
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No.: 19-32642
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Christina Walton Stephenson, Esq.
CROWE & DUNLEVY, P.C.
1919 McKinney Avenue, Suite 100
Dallas, TX 75201
Tel: 214-420-2142
Fax: 214-736-1747
E-mail: Crissie.stephenson@crowedunlevy.com
christina.stephenson@crowe.dunlevy.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Navin Patel, manager.
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/txnb19-32642.pdf
BRISTOL HEALTHCARE: THL Bid for Partial Summary Ruling Partly OK'd
------------------------------------------------------------------
District Judge Katherine Polk Failla grants in part Plaintiff's
motion for partial summary judgment, and denies in full Defendants'
cross-motion for summary judgment in the case captioned TRODALE
HOLDINGS LLC, Plaintiff, v. BRISTOL HEALTHCARE INVESTORS, L.P.;
LYNCHBURG HEALTHCARE INVESTORS, L.P.; DEMQUARTER HEALTHCARE
INVESTORS, L.P.; SALEM NURSING & REHABILITATION CENTER OF REFORM,
INC.; DOUGLAS K. MITTLEIDER, Defendants, No. 16 Civ. 4254 (KPF)
(S.D.N.Y.).
At its core, the case depicts the slow-motion souring of a business
relationship over the course of two years, 152 amendments, and a
fair number of misrepresentations and omissions. On Feb. 6, 2014,
Plaintiff Trodale Holdings LLC entered into an Asset Purchase
Agreement to purchase nursing homes from Defendants Bristol
Healthcare Investors, L.P., Lynchburg Healthcare Investors, L.P.,
DemQuarter Healthcare Investors, L.P., and Salem Nursing &
Rehabilitation Center of Reform, Inc. ("Sellers"). After signing
the APA, Plaintiff discovered facts suggesting that Sellers did not
actually have the authority to enter into the APA. Plaintiff also
requested, but did not receive, certain audited financial reports
that Sellers were obligated to produce under the APA.
Plaintiff tendered a Notice of Default on April 21, 2016, and filed
the action against Sellers two weeks later. On July 18, 2016,
Plaintiff filed an amended complaint that added Defendant Douglas
K. Mittleider, the principal of the nursing home entities. All but
one of the parties now cross-move for summary judgment in whole or
in part. In so doing, the parties lob numerous allegations of
conduct and misconduct at each other. The Court has sifted through
these various allegations, and has found that as to certain
allegations of breach, the evidence is overwhelming.
Defendants contend that Plaintiff fails to satisfy the causation
element of a breach of contract claim because it does not show
"that it was ready to close" or "that Sellers were unable to
transfer the properties free and clear of all tenancies and other
occupancies," without material adverse changes in the operations of
the facilities. The fact remains, however, that Plaintiff need not
show that it was ready to move forward to close the deal despite
Defendants' breaches, nor is Plaintiff required to prove that
Defendants breached every portion of the APA in order to show
breach of contract. Plaintiff's motion for summary judgment in its
favor on its breach of contract claim for breach of the due
diligence requirement to provide audited financial statements is
granted.
The Court, however, denies summary judgment on Plaintiff’s claim
for breach of contract regarding the Tuskegee facility. The Court
cannot agree that the undisputed facts establish either that
Sellers' promise was undertaken in bad faith, or that Sellers
failed to negotiate in good faith for the sale of the Tuskegee
facility. Drawing all inferences in favor of Defendants, the
non-moving parties, Mittleider's testimony could support a finding
that Defendants informed Plaintiff of the loss of the Medicare and
Medicaid agreements. While the absence of Medicare and Medicaid
agreements, and the existence of the receivership action, may have
figured dramatically into the value of the facility, those facts
would not necessarily have precluded Sellers from negotiating with
the current owner of the facility in order to facilitate its sale
to Plaintiff "on terms reasonably acceptable to such owner and
Purchaser," given the circumstances surrounding the property.
Therefore, Plaintiff's motion for summary judgment as to its claim
that the Tuskegee provision of the APA was breached is denied.
Defendants argue for dismissal of Plaintiff's material
misrepresentations claim on the basis that Plaintiff "cannot meet
its burden with respect to the reliance factor." They assert that
Plaintiff possessed actual knowledge of the material information it
claims Defendants withheld, as well as the "means of discovering
`the truth.'" Plaintiff disputes these assertions, maintaining that
Defendants had unique knowledge relevant to the contemplated
transactions, including "the financial condition of the assets, the
ownership structure, and that Mr. Mittleider transferred the
various APA assets from one entity he controlled to another."
Plaintiff also argues that the numerous warranties it obtained from
Defendants, combined with the funds it expended in anticipation of
closing, and the making of its deposit funds inaccessible, are
sufficient to establish reliance.
These disputes concern material facts, and they preclude the Court
from resolving Plaintiff's material misrepresentations claim at the
summary judgment stage of this case. Therefore, Defendants' motion
for summary judgment dismissing this claim is denied.
Defendants fare no better with their request for the Court to
dismiss Plaintiff's promissory estoppel claim. The elements of a
promissory estoppel claim under New York law are: "[i] a clear and
unambiguous promise; [ii] a reasonable and foreseeable reliance by
the party to whom the promise is made; and [iii] an injury
sustained by the party asserting the estoppel by reason of the
reliance."
Defendants argue for dismissal of Plaintiff's promissory estoppel
claim against Mittleider on the basis that Plaintiff cannot
establish reasonable reliance. Defendants rest on their prior
arguments as to reliance in discussion of the material
misrepresentations claim, making no new assertions specific to
promissory estoppel. Conversely, Plaintiff advances the same
arguments about reliance for purposes of opposing dismissal of its
promissory estoppel claim as it did for its material
misrepresentation claim. Once again, these disputes preclude the
Court from dismissing Plaintiff's promissory estoppel claim on
summary judgment.
A copy of the Court's Opinion and Order dated March 21, 2019 is
available at https://bit.ly/33fhxKh from Leagle.com.
Trodale Holdings LLC, Plaintiff, represented by Jeffrey
Fleischmann, Law Offices of Jeffrey Fleischmann, PC.
Bristol Healthcare Investors, L.P., Lynchburg Healthcare Investors,
L.P., Demquarter Healthcare Investors, L.P., Salem Nursing &
Rehabilitation Center of Reform, Inc. & Douglas K. Mittleider,
Defendants, represented by Mark Scott Gregory, Martin LLP.
Demquarter Healthcare Investors, L.P., Lynchburg Healthcare
Investors, L.P., Bristol Healthcare Investors, L.P., Salem Nursing
& Rehabilitation Center of Reform, Inc. & Douglas K. Mittleider,
Counter Claimants, represented by Mark Scott Gregory, Martin LLP.
Trodale Holdings LLC, Counter Defendant, represented by Jeffrey
Fleischmann, Law Offices of Jeffrey Fleischmann, PC.
About Bristol Healthcare Investors
Bristol Healthcare Investors, L.P., a Single Asset Real Estate
company (as defined in 11 U.S.C. Section 101(51B)), filed a
voluntary petition for relief under Chapter 11 of Title 11 of the
United States Code (Bankr. E.D. Tenn. Case No. 18-15713) on Dec.
20, 2018. In the petition signed by Douglas K. Mittleider,
president of general partner, the Debtor estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities. Scarborough & Fulton, led by name partner David J.
Fulton, is serving as the Debtor's counsel.
BRISTOW GROUP: Seeks to Hire Deloitte to Provide Tax Services
-------------------------------------------------------------
Bristow Group Inc. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Deloitte Tax LLP.
The firm will provide tax advisory services related to federal,
state and local tax matters pursuant to the terms of the engagement
letter dated Feb. 25. It will also provide these services pursuant
to the terms of that certain work order dated June 28:
a. advise the Debtors as they consult with their legal and
financial advisors on the cash tax effects of restructuring and
bankruptcy and the post-restructuring tax profile, which will
include gaining an understanding of the Debtors' valuation model
and disclosure model to consider the tax assumptions contained
therein;
b. advise the Debtors regarding the restructuring and
bankruptcy emergence process from a tax perspective, including the
tax work plan;
c. advise the Debtors on the potential tax implications from
cancellation of debt income under Section 108 of the Internal
Revenue Code;
d. advise the Debtors on post-bankruptcy tax attributes (tax
basis in assets, tax basis in subsidiary stock and net operating
loss carryovers) available under the applicable tax regulations and
the reduction of such attributes based on the Debtors' operating
projections, including a technical analysis of the effects of
Treasury Regulation Section 1.1502-28 and the interplay with IRC
Sections 108 and 1017;
e. advise the Debtors on the effects of tax rules under IRC
Sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net
operating loss carryovers and limitations on their utilization,
including the Debtors' ability to qualify for IRC Section
382(l)(5);
f. advise the Debtors on net built-in gain or net built-in
loss position at the time of "ownership change" (as defined under
IRC Section 382), including limitations on use of tax losses
generated from post-restructuring or post-bankruptcy asset or stock
sales;
g. advise the Debtors as to the treatment of post-petition
interest for federal and state income tax purposes;
h. advise the Debtors as to the state and federal income tax
treatment of pre-bankruptcy and post-petition reorganization costs
including restructuring-related professional fees and other costs,
the categorization and analysis of such costs, and the technical
positions related thereto;
i. advise the Debtors with their evaluation and modeling of
the tax effects of liquidating, disposing of assets, merging or
converting entities as part of the restructuring, including the
effects on federal and state tax attributes, state incentives,
apportionment and other tax planning;
j. advise the Debtors on state income tax treatment and
planning for restructuring or bankruptcy provisions in various
jurisdictions including cancellation of indebtedness calculation,
adjustments to tax attributes and limitations on tax attribute
utilization;
k. advise the Debtors on responding to tax notices and audits
from various taxing authorities;
l. assist the Debtors in identifying potential tax refunds and
advise them on procedures for tax refunds from tax authorities;
m. advise the Debtors on income tax return reporting of
bankruptcy issues and related matters;
n. assist in documenting tax analysis and the development of
the Debtors' opinions, recommendations, observations and
correspondence for any proposed restructuring alternative tax issue
or other tax matters;
o. advise the Debtors regarding other state or federal income
tax questions that may arise in the course of Deloitte Tax's
engagement; and
p. advise the Debtors with their efforts to calculate tax
basis in the stock in each of their subsidiaries or other entity
interests.
Pursuant to the terms of the engagement agreement, Deloitte Tax's
hourly rates are:
National Specialists
Partner/Principal/
Managing Director $986
Senior Manager $795
Manager $671
Senior $559
Staff $450
Non-National Tax Specialists
Partner/Principal/
Managing Director $889
Senior Manager $795
Manager $671
Senior $559
Staff $450
Pursuant to the terms of the work order, the firm's hourly rates
are:
National Specialists
Partner/Principal/
Managing Director $1,020
Senior Manager $870
Manager $740
Senior $580
Staff $470
Non-National Tax Specialists
Partner/Principal/
Managing Director $920
Senior Manager $820
Manager $690
Senior $580
Staff $470
Rupesh Vadapalli, a partner at Deloitte Tax, disclosed in court
filings that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Rupesh R. Vadapalli
Deloitte Tax LLP
1111 Bagby St., Suite 4500
Houston, TX 77002-2591
Phone: +1 713 982 2000
Fax: +1 713 982 2001
About Bristow Group
Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/--
provides industrial aviation and charter services to offshore
energy companies in Europe, Africa, the Americas, and the Asian
Pacific. It also provides search and rescue services for
governmental agencies and the oil and gas industry. Headquartered
in Houston, Bristow Group employs approximately 3,000 individuals
around the world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on
May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion
in assets and $1.886 billion in liabilities.
The cases are assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
BROOKFIT VENTURES: Aug. 29 Plan Confirmation Hearing
----------------------------------------------------
The Disclosure Statement explaining the Chapter 11 Plan of Brookfit
Ventures LLC, a/k/a Brook Fit Ventures LLC, d/b/a Retro Fitness, is
conditionally approved.
The Confirmation Hearing and the Hearing on the final approval of
the Disclosure Statement is scheduled for August 29, 2019 at 11:00
a.m. prevailing Eastern Time, at the United States Bankruptcy Court
Eastern District of New York, United States Bankruptcy Court, 271-C
Cadman Plaza East, Brooklyn, New York 11201, in Courtroom 3577,
before the Honorable Nancy Hershey Lord, United States Bankruptcy
Judge.
Any objection to confirmation of the Plan or to the conditionally
approved Disclosure Statement must be filed and served no later
than 4:00 p.m. on August 22, 2019.
About Brookfit Ventures
Brookfit Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 18-46224) on Oct. 30, 2018. In the petition signed by
David Ragosa, managing member, the Debtor estimated less than
$50,000 in assets and less than $1 million in liabilities. The
Debtor is represented by Avrum J Rosen, Esq. of Rosen, Kantrow &
Dillon, PLLC.
CACTUS CIRCLE: To Sell Real Property to Pay EJ Smith Secured Claim
------------------------------------------------------------------
EJ Smith Management Company, LLC, has filed a proof of claim in the
amount of $444,437.55 and contends that the claim is secured by one
piece of Cactus Circle Investments, LLC's real property. The
Debtor has objected to the claim. If the claim is disallowed in
full, EJ Smith will receive nothing, according to the Debtor's
Chapter 11 plan and accompanying disclosure statement.
If EJ Smith's secured claim, classified in Class 3, is allowed as a
secured claim, then the Debtor will sell sufficient real property
to pay the allowed claim. Debtor anticipates that it will not take
longer than one year to sell sufficient real property to pay the
allowed claim. In the event sufficient assets are not sold within
one year, the stay will be lifted.
Class 2: Secured claim of Bexar County c/o Donald Stecker, City of
San Antonio c/o Donald Stecker and Bexar County c/o Donald Stecker.
Paid monthly over a period of thirty-six (36) months, the entire
100% of the debt, with 12% interest per year. The source of funds
to pay this debt will be capital contributions made by the owners
of the Debtor.
It is anticipated that the cash flow from the operation of his
businesses will be sufficient to meet all the fixed and contingent
obligations for the Debtor under the Plan as well as those incurred
in the ordinary course of business.
A full-text copy of the Amended Disclosure Statement dated July 31,
2019, is available at https://tinyurl.com/y5n9o5da from
PacerMonitor.com at no charge.
The Amended Plan was filed by James S. Wilkins, Esq., at Wilkins &
Wilkins, L.L.P., in San Antonio, on behalf of the Debtor.
About Cactus Circle Investments
Cactus Circle Investments LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-53054) on Dec.
28, 2018. At the time of the filing, the Debtor estimated assets
of less than $1 million and liabilities of less than $500,000. The
case is assigned to Judge Craig A. Gargotta. Willis & Wilkins,
LLP, is the Debtor's counsel.
CBAK ENERGY: Creditors Agree to Cancel $7.45M in Debt for Equity
----------------------------------------------------------------
CBAK Energy Technology, Inc. entered into a Cancellation Agreement
with three creditors, including the Company's Chief Executive
Officer, Mr. Yunfei Li, who loaned an aggregate of approximately
$7.45 million to the Company's wholly-owned subsidiary. Pursuant
to the terms of the Cancellation Agreement, the creditors agreed to
cancel the Debts in exchange for an aggregate of 7,092,219 shares
of common stock of the Company at an exchange price of $1.05 per
share. Upon receipt of the Shares, the creditors will release the
Company from any claims, demands and other obligations relating to
the Debts. The Cancellation Agreement contains customary
representations and warranties of the creditors. The creditors do
not have registration rights with respect to the Shares. The
closing price of the Company's common stock on July 25, 2019, as
reported by the Nasdaq Stock Market, was $0.971 per share.
About CBAK Energy
Dalian, China-based CBAK Energy Technology, Inc., formerly China
BAK Battery, Inc. -- http://www.cbak.com.cn-- is engaged in the
business of developing, manufacturing and selling new energy high
power lithium batteries, which are mainly used in the following
applications: electric vehicles; light electric vehicles; and
electric tools, energy storage, uninterruptible power supply, and
other high power applications.
CBAK Energy reported a net loss of $1.95 million for the year ended
Dec. 31, 2018, compared with a net loss of $21.46 million for the
year ended Dec. 31, 2017. As of March 31, 2019, CBAK Energy had
$123.24 million in total assets, $120.28 million in total
liabilities, and $2.95 million in total equity.
Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated April 16, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has a working capital deficiency, accumulated deficit from
recurring net losses and significant short-term debt obligations
maturing in less than one year as of Dec. 31, 2018. All these
factors raise substantial doubt about its ability to continue as a
going concern.
CENTRALSQUARE TECH: Moody's Lowers CFR to Caa1, Outlook Neg.
------------------------------------------------------------
Moody's Investors Service downgraded CentralSquare Technologies,
LLC's Corporate Family Rating to Caa1 from B3, and Probability of
Default rating to Caa1-PD from B3-PD. Moody's also downgraded the
ratings on the company's first lien credit facilities to B3 from
B2, as well as the ratings on CentralSquare's second lien term loan
to Caa3 from Caa2. The rating downgrades are driven by
CentralSquare's weaker than expected operating performance since
the company was formed in September 2018, diminished liquidity, and
Moody's expectations of softer than expected operating results and
cash flows over the next 12 to 18 months. The outlook is negative.
Downgrades:
Issuer: CentralSquare Technologies, LLC
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Gtd Senior Secured 1st lien Term Loan, Downgraded to B3 (LGD3) from
B2 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility, Downgraded
to B3 (LGD3) from B2 (LGD3)
Gtd Senior Secured 2nd lien Term Loan, Downgraded to Caa3 (LGD5)
from Caa2 (LGD5)
Outlook Actions:
Issuer: CentralSquare Technologies, LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
CentralSquare's Caa1 CFR is constrained by exceptionally high debt
to EBITDA above 10.0x as of March 31, 2019 (Moody's adjusted),
which is expected to remain very high, above 10.0x, over the next
12 months due to softer than projected organic revenue growth,
higher combination costs and disruption from the ongoing
integration. Since the formation of the company in September 2018,
integration issues have resulted in weaker than expected operating
performance, creating uncertainty around the original deleveraging
timeline. These issues include workforce gaps, product redundancies
and billing delays. While the company has achieved cost reduction
targets since the combination in September 2018, heightened
integration costs have offset the benefit and reduced liquidity.
The rating also reflects the lack of operating history and quality
of earnings as a combined entity, as well as competition from much
larger, well-capitalized public administration and public safety
software providers including Motorola Solutions, Inc. (Baa3
stable), Oracle Corporation (A1 stable), SAP SE (A2 stable), Tyler
Technologies (unrated) and others. Moody's considers the local
government ERP software market mature and competitive, which limits
growth expectations. Moody's expects leverage and free cash flow to
debt credit metrics to remain weak over the next 12 months as a
result of disruption from the ongoing integration and lower than
anticipated operating results, which are exacerbated by the need to
service $1.4 billion of total debt that was sized with the
expectation of stronger growth and margins. CentralSquare's
aggressive financial policies, including the recent debt-funded
acquisitions of Lucity and Tellus, also weigh on the credit.
The credit rating is supported by CentralSquare's established
market presence with local government customers, where it provides
software solutions that serve as the core operating system of
record for critical functions such as finance, human resources,
community development, computer-aided dispatch and records
management across many public administration and public safety
departments. Approximately 70% of CentralSquare's revenue is
generated from recurring sources, including maintenance and
subscriptions, which supports a stable revenue base. Historical
gross retention rates of about 98% evidence sticky product
solutions that are deeply embedded in its customers' workflows and
operations. The company believes its customers face up to two years
to switch to a competitor's product solutions. Additionally, the
company has a customer base that appears to be loyal (average
tenure over 10 years) and diverse.
Liquidity is considered weak. Moody's expects operating cash flow
sources will not suffice to support interest expense combined with
ongoing restructuring costs and capex, and the company will need to
draw on the $125 million revolving facility to support a minimum
operating cash balance of approximately $10 million on the balance
sheet. However, Moody's anticipates good cushion under the
springing financial covenant applicable to the revolver if it were
to be measured, given the generous credit agreement EBITDA
add-backs and high first lien leverage threshold at 8.2x. Moody's
expects the timing of collections to result in a stronger 2H19,
which will support some free cash flow improvement. The first lien
term loan has 1% annual amortization.
The negative outlook reflects Moody's expectation of low
single-digit organic revenue growth, debt to EBITDA above 10.0x
(Moody's adjusted excluding deferred revenue add-backs) and
negative free cash flow to debt over the next 12 months.
The B3 rating on the senior secured first lien revolver and term
loan reflects the Caa1-PD PDR and a loss given default assessment
of LGD3, reflecting their priority in Moody's waterfall of claims
at default ahead of all other obligations of the company. The
credit facility is secured by a first lien pledge of substantially
all of the domestic assets of the guarantor subsidiaries through
secured upstream guarantees. The Caa3 rating on the senior secured
second lien term loan reflects the Caa1-PD PDR and a loss given
default assessment of LGD5, reflecting their subordination to the
first lien debt. The loan is secured by a second lien pledge of
substantially all of the domestic assets of the guarantor
subsidiaries through secured upstream guarantees. The first lien
revolver, first lien term loan and second lien term loan mature in
2023, 2025 and 2026, respectively.
The ratings could be upgraded if Moody's anticipates 1) debt to
EBITDA will remain under 7.5x; 2) free cash flow to debt of at
least 1% on a sustained basis; 3) adequate liquidity; and 4)
revenue growth and margin expansion demonstrating progress on the
integration and execution of the combined company strategy.
Ratings could be downgraded if 1) customer retention declines
evidencing competitive pressure or increasing operational issues,
resulting in lower than expected revenue or EBITDA growth and
adding uncertainty to the company's deleveraging capacity; 2)
liquidity deteriorates further; or 3) aggressive financial policies
and debt-funded M&A contribute to incremental leverage levels.
The principal methodology used in these ratings was Software
Industry published in August 2018.
CentralSquare is a software provider serving the specialized needs
of the small and medium-sized enterprise segment of North American
local governments, public safety agencies, universities, research
foundations and non-profits. The public safety segment provides
computer aided dispatch, records management, jail management and
justice systems to streamline communication between multiple
agencies; the public administration segment provides finance, human
resources, community development, work management and utility
billing systems to enable citizen engagement and local government
operations. The company was formed in September 2018 as a
combination of TriTech, Superion and Aptean. It is controlled
equally by private equity owners Bain Capital Partners, LLC and
Vista Equity Partners. Moody's expects 2019 revenue over $400
million.
CENTURY III MALL: Sears Objects to Disclosure Statement
-------------------------------------------------------
Sears, Roebuck and Company objects to the Disclosure Statement to
Accompany Century III Mall PA LLC's Plan of Reorganization.
Sears points out that the plan must propose "a realistic and
workable framework" and must be "reasonably likely to succeed on
its own terms without a need for further reorganization."
According to Sears, a plan will not be feasible if its success
hinges on future litigation that is uncertain and speculative,
because success in such cases is only possible, not reasonably
likely.
Sears complains that the Proposed Plan cannot be confirmed and the
Court should not expend its time in determining whether the
Disclosure Statement should be approved at this stage.
Sears asserts that a disclosure statement must clearly and
succinctly advise the average creditor of what distribution (if
any) it is to receive under its accompanying plan, when it will
receive such distribution and what contingencies exist prior to
distribution under the plan.
Sears points out that the Disclosure Statement fails to provide
adequate information as to the source of financing for the
wholesale redevelopment of the Mall Property which the Debtor
projects to be $103,764,566.
According to Sears, the Debtor provides no details on discussions
with lenders, potential terms, or specifics as to whether financial
institutions or investors that would even be willing to extend
Debtor these two multi-million dollar loans.
Sears complains that the Disclosure Statement fails to provide any
information or explanation as to whether these three bodies have
been approached, agreed to or have at the very least been contacted
regarding the possibility and feasibility of agreeing to the
conditions necessary for the proposed TIF Loan to be realized.
Sears asserts that the Disclosure Statement clearly lacks adequate
information regarding the adequate protection afforded to secured
creditors and the potential priming of secured creditor liens in
favor of an insider.
Counsel for Sears:
Gregory C. Michaels, Esq.
Jason L. Ott, Esq.
Adam J. Ventura, Esq.
DICKIE, McCAMEY & CHILCOTE, P.C.
Two PPG Place, Suite 400
Pittsburgh, PA 15222-5402
Phone: (412) 392-5578
Fax: (412) 392-5367
Email: gmichaels@dmclaw.com
jott@dmclaw.com
aventura@dmclaw.com
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.
CHRISTOPHER HAMILTON: Ruling in Favor of Elite Los Angeles Upheld
-----------------------------------------------------------------
In the appeals case captioned CHRISTOPHER JOHN HAMILTON; and
ELIZABETH LEIGH TESOLIN, Debtor-Appellants, v. ELITE OF LOS
ANGELES, INC.; and SAN DIEGO TESTING SERVICES, Appellees, Case No.
18-cv-2341-GPC-NLS (S.D. Cal.), District Judge Gonzalo P. Curiel
affirms the bankruptcy court's holding that automatic stay does not
apply to Elite of Los Angeles, Inc.'s state court action against
Crystal Vision Enterprises, LLC d/b/a Hamilton College Consulting.
The appeal arises from Debtors Christopher John Hamilton and
Elizabeth Leigh Tesolin's objection to the bankruptcy court's
holding that Elite's independent state court action against
third-party non-debtor Crystal Vision Enterprises, LLC d/b/a
Hamilton College Consulting does not violate the Debtors' automatic
stay.
In early 2018, invoking California Code of Civil Procedure section
708.210, Elite filed a creditor's suit against HCC to collect on
the Debtors' Judgment -- claiming HCC was contractually liable as
Hamilton's indemnitor. HCC refused Elite's many discovery requests
alleging a violation of Debtors' automatic stay. In response,
Elite filed an emergency motion for relief from the automatic stay
with the bankruptcy court.
The bankruptcy court concluded that the automatic stay did not
extend to Elite's state court action against HCC because Elite's
theory of liability under C.C.P section 708.210 was an independent
basis for recovery. It is this decision that is before the Court on
appeal.
The instant bankruptcy appeal addresses the following issues: (1)
whether Elite's state court action against HCC should be stayed
pursuant to the Debtors' automatic stay; and (2) whether the
doctrine of judicial estoppel precludes Elite from arguing that
HCC's obligation to indemnify Hamilton is not property of the
Debtors' estate.
Although the Debtors' distinction between an indemnitor and a
guarantor is an accurate one, the Debtors' argument falls short
because the Debtors ignore the Ninth Circuit's decision to include
"other non-debtor parties liable on the debts of the debtor," as a
class exempt from the automatic stay. Accordingly, by operation of
California Code of Civil Procedure section 708.210, which
recognizes derivative third-party claims, HCC qualifies as an
"other non-debtor part[y] liable on the debts of the debtor," and
is accordingly not subject to the automatic stay.
Therefore, the Court affirms the bankruptcy court's determination
that the automatic stay does not apply to Elite's state court
action against HCC. By operation of California law Elite has an
independent basis to seek recovery from HCC as a non-debtor "who is
being sued on the debts of the debtor."
The Debtors also appeal the bankruptcy court's decision on the
basis that Elite is judicially estopped from arguing HCC's
indemnity agreement with Hamilton is not property of the estate.
In determining whether to apply the doctrine, courts typically
consider "(1) whether a party's later position is `clearly
inconsistent' with its original position; (2) whether the party has
successfully persuaded the court of the earlier position, and (3)
whether allowing the inconsistent position would allow the party to
`derive an unfair advantage or impose an unfair detriment on the
opposing party.'"
Based upon the Debtors' record cites, the doctrine of judicial
estoppel is inapplicable because the facts do not satisfy the
Supreme Court's three-prong inquiry. First, Debtors allege Elite's
current position -- that HCC's indemnity obligations are not
property of the estate -- is inconsistent with Elite's prior
litigated position. However, the cited dispute undergirding
Debtors' claim addressed pertained only to whether "HCC's effective
date contribution satisfied the new value corollary." (AR 1785).
That is to say, Elite, in prior litigation, had argued HCC's
contribution was not "new value," whereas, Debtors argued the
contribution was "new value." Because Elite's position in the prior
dispute centered upon "new value" and not upon whether HCC's
contribution was property of the estate, Elite's current position
is not clearly inconsistent from its earlier litigated position.
Moreover, even if Elite's arguments were considered inconsistent,
the Debtors' judicial estoppel argument is still flawed because
Elite's position was not accepted by the bankruptcy court. Instead,
the bankruptcy court adopted the Debtors' assertion that HCC's
contribution was "new value." Accordingly, because Elite was not
successful in asserting its position, the second prong of the
Supreme Court's analysis is not satisfied and the Debtors' judicial
estoppel argument fails on this additional ground.
A copy of the Court's Order dated March 19, 2019 is available at
https://bit.ly/2OCu8Uz from Leagle.com.
In re Christopher John Hamilton and Elizabeth Tesolin, Debtors,
represented by Maggie E. Schroedter – schroederterm@higgslaw.com
-- Higgs Fletcher & Mack LLP & Paul J. Leeds -- leedsp@higgslaw.com
-- Higgs Fletcher and Mack.
Christopher John Hamilton & Elizabeth Leigh Tesolin, Appellants,
represented by Paul J. Leeds, Higgs Fletcher and Mack.
Elite of Los Angeles, Inc. & San Diego Testing Services, Inc.,
Appellees, represented by Gerald N. Sims, Pyle Sims Duncan and
Stevenson.
Christopher John Hamilton and Elizabeth Leigh Tesolin filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
14-03142) on April 24, 2014.
CLA RIVERSTONE: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------
Nine affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
CLA Riverstone, LLC 19-09743
14631 N Scottsdale Rd, Suite 200
Scottsdale, AZ 85254
CLA Parker, LLC 19-09744
CLA Gleannloch, LLC 19-09745
CLA Cinco, LLC 19-09746
CLA Austin Trails, LLC 19-09747
CLA Atascocita, LLC 19-09748
CLA Cypress, LLC 19-09749
CLA Tulsa, LLC 19-09750
CLA Copperfield, LLC 19-09752
Business Description: Each of the Debtors is an affiliate of
CLA Properties SPE, LLC, which sought
bankruptcy protection on Dec. 18, 2017
(Bankr. D. Ariz. Case No. 17-14851).
Chapter 11 Petition Date: August 5, 2019
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Madeleine C. Wanslee
Debtors' Counsel: Michael W. Carmel, Esq.
MICHAEL W. CARMEL, LTD.
80 E. Columbus Ave
Phoenix, AZ 85012-4965
Tel: 602-264-4965
Fax: 602-277-0144
Email: michael@mcarmellaw.com
CLA Riverstone's
Estimated Assets: $1 million to $10 million
CLA Riverstone's
Estimated Liabilities: $1 million to $10 million
CLA Parker's
Estimated Assets: $0 to $50,000
CLA Parker's
Estimated Liabilities: $1 million to $10 million
CLA Gleannloch's
Estimated Assets: $0 to $50,000
CLA Gleannloch's
Estimated Liabilities: $1 million to $10 million
CLA Cinco's
Estimated Assets: $0 to $50,000
CLA Cinco's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Ira Young, authorized representative.
A full-text copy of CLA Riverstone's petition containing, among
other items, a list of the Debtor's 15 unsecured creditors is
available for free at:
http://bankrupt.com/misc/azb19-09743.pdf
CLA Parker lists Parker CLA Partners, Ltd. as its sole unsecured
creditor holding a claim of $1,428,183. A full-text copy of the
petition is available for free at:
http://bankrupt.com/misc/azb19-09744.pdf
A full-text copy of CLA Gleannloch's petition containing, among
other items, a list of the Debtor's 16 unsecured creditors is
available for free at:
http://bankrupt.com/misc/azb19-09745.pdf
A full-text copy of CLA Cinco's petition containing, among other
items, a list of the Debtor's 11 unsecured creditors is available
for free at:
http://bankrupt.com/misc/azb19-09746.pdf
CLEARWATER TRANSPORTATION: Newtek Objects to Disclosure Statement
-----------------------------------------------------------------
Newtek Small Business Finance, LLC, objects to the request seeking
approval of the disclosure statement explaining Clearwater
Transportation, Ltd.'s Chapter 11 Plan.
Newtek complains that the Debtor, by its own admission, filed an
incomplete Disclosure Statement and therefore, at this date, the
day Objections are due, does not comply with the requirement for
adequate information.
Attorneys for Newtek:
Michael Flume, Esq.
FLUME LAW FIRM, LLP
1020 N.E. Loop 410, Suite 530
San Antonio, Texas 78209
Tel: (210) 828-5641
Fax: (210) 821-6069
Email: mflume@flumelaw.net
About Clearwater Transportation
Clearwater Transportation, Ltd., a company in San Antonio, Texas,
that provides car rental services, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50292) on
Feb. 7, 2019. At the time of the filing, the Debtor estimated
assets of $1 million to $10 million and liabilities of the same
range. The case is assigned to Judge Craig A. Gargotta. Dykema
Gossett PLLC is the Debtor's legal counsel.
COMMUNITY HEALTH: Reports $167 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Community Health Systems, Inc., announced financial and operating
results for the three and six months ended June 30, 2019.
The following highlights the financial and operating results for
the three months ended June 30, 2019.
* Net operating revenues totaled $3.302 billion
* Net loss attributable to Community Health Systems, Inc.
common stockholders was $(167) million, or $(1.47) per share
(diluted), compared with net loss of $(110) million, or
$(0.97) per share (diluted), for the same period in 2018.
Excluding the adjusting items, net loss attributable to
Community Health Systems, Inc. common stockholders was
$(0.47) per share (diluted), compared with net loss of
$(0.01) per share (diluted) for the same period in 2018.
* Adjusted EBITDA was $402 million
* Net cash provided by operating activities was $132 million,
compared with net cash used in operating activities of $(12)
million for the same period in 2018
* On a same-store basis, admissions increased 2.3 percent and
adjusted admissions increased 1.8 percent, compared with the
same period in 2018
Net operating revenues for the three months ended June 30, 2019,
totaled $3.302 billion, a 7.3 percent decrease, compared with
$3.562 billion for the same period in 2018.
Net loss attributable to Community Health Systems, Inc. common
stockholders was $(167) million, or $(1.47) per share (diluted),
for the three months ended June 30, 2019, compared with $(110)
million, or $(0.97) per share (diluted), for the same period in
2018. Excluding the adjusting items, net loss attributable to
Community Health Systems, Inc. common stockholders was $(0.47) per
share (diluted), for the three months ended June 30, 2019, compared
with net loss of $(0.01) per share (diluted) for the same period in
2018. Weighted-average shares outstanding (diluted) were 114
million for the three months ended June 30, 2019, and 113 million
for the three months ended June 30, 2018.
Adjusted EBITDA for the three months ended June 30, 2019, was $402
million compared with $411 million for the same period in 2018,
representing a 2.2 percent decrease.
The consolidated operating results for the three months ended June
30, 2019, reflect an 11.5 percent decrease in total admissions, and
a 12.3 percent decrease in total adjusted admissions, compared with
the same period in 2018. On a same-store basis, admissions
increased 2.3 percent and adjusted admissions increased 1.8 percent
for the three months ended June 30, 2019, compared with the same
period in 2018. On a same-store basis, net operating revenues
increased 4.9 percent for the three months ended June 30, 2019,
compared with the same period in 2018.
Net operating revenues for the six months ended June 30, 2019,
totaled $6.679 billion, a 7.9 percent decrease, compared with
$7.251 billion for the same period in 2018.
Net loss attributable to Community Health Systems, Inc. common
stockholders was $(285) million, or $(2.51) per share (diluted),
for the six months ended June 30, 2019, compared with $(135)
million, or $(1.20) per share (diluted), for the same period in
2018. Excluding the adjusting items, net loss attributable to
Community Health Systems, Inc. common stockholders was $(1.00) per
share (diluted), for the six months ended June 30, 2019, compared
with net income of $0.12 per share (diluted) for the same period in
2018. Weighted-average shares outstanding (diluted) were 114
million for the six months ended June 30, 2019, and 113 million for
the six months ended June 30, 2018. Adjusted EBITDA for the six
months ended June 30, 2019, was $793 million compared with $851
million for the same period in 2018, representing a 6.8 percent
decrease.
The consolidated operating results for the six months ended June
30, 2019, reflect a 12.5 percent decrease in both total admissions
and total adjusted admissions, compared with the same period in
2018. On a same-store basis, admissions increased 1.1 percent and
adjusted admissions increased 1.3 percent for the six months ended
June 30, 2019, compared with the same period in 2018. On a
same-store basis, net operating revenues increased 4.0 percent for
the six months ended June 30, 2019, compared with the same period
in 2018.
Commenting on the results, Wayne T. Smith, chairman and chief
executive officer of Community Health Systems, Inc., said, "The
second quarter results reflect continued improvements in key
operating metrics. Our hospital leadership teams are making
progress across our strategic imperatives – including Safety and
Quality, Operational Excellence, Connected Care, and Competitive
Position. We believe strategic investments in our transfer
program, Accountable Care Organizations, service lines, and access
points are driving stronger same-store volume and net revenue
performance. We also believe that continued execution of these
strategic initiatives, along with effective expense management,
will lead to incremental growth in the back half of the year."
The Company completed seven hospital divestitures during the six
months ended June 30, 2019 (including two divestitures that
preliminarily closed on Dec. 31, 2018) and completed the
divestiture of an additional two hospitals on Aug. 1, 2019. In
addition, the Company has entered into definitive agreements to
sell three additional hospitals, which divestitures have not yet
been completed. The Company intends to continue its portfolio
rationalization strategy during the remainder of 2019 and is
pursuing additional interests for sale transactions, which are
currently in various stages of negotiation with potential buyers.
There can be no assurance that these potential divestitures (or the
potential divestiture currently subject to a definitive agreement)
will be completed, or if they are completed, the ultimate timing of
the completion of these divestitures. The Company continues to
receive interest from potential acquirers for certain of its
hospitals.
As of June 30, 2019, Community Health had $16.13 billion in total
assets, $17.38 billion in total liabilities, $503 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries, $1.75 billion in total stockholders' deficit.
A full-text copy of the press release is available for free at:
https://is.gd/LFbbFQ
About Community Health
Community Health -- http://www.chs.net/-- is a publicly traded
hospital company and an operator of general acute care hospitals in
communities across the country. The Company, through its
subsidiaries, owns, leases or operates 105 affiliated hospitals in
18 states with an aggregate of approximately 17,000 licensed beds.
The Company's headquarters are located in Franklin, Tennessee, a
suburb south of Nashville. Shares in Community Health Systems, Inc.
are traded on the New York Stock Exchange under the symbol "CYH."
Community Health reported a net loss attributable to the Company's
stockholders of $788 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to the Company's stockholders
of $2.45 billion for the year ended Dec. 31, 2017. As of March 31,
2019, Community Health had $16.30 billion in total assets, $17.39
billion in total liabilities, $505 million in redeemable
non-controlling interests in equity of consolidated subsidiaries,
and a total stockholders' deficit of $1.59 billion.
* * *
In July 2018, S&P Global Ratings raised its corporate credit rating
on Franklin, Tenn.-based hospital operator Community Health Systems
Inc. to 'CCC+' from 'SD' (selective default). The outlook is
negative. "The upgrade of Community to 'CCC+' reflects the
company's longer-dated debt maturity schedule, and our view that
its efforts to rationalize its hospital portfolio as well as
improve financial performance and cash flow should strengthen
credit measures over the next 12 to 18 months."
In May 2018, Fitch Ratings downgraded Community Health Systems'
(CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the
company's announcement of an offer to exchange three series of
senior unsecured notes due 2019, 2020 and 2022.
CORMICAN'S INC: Files Chapter 11 Plan of Liquidation
----------------------------------------------------
Cormican's, Inc., filed a Chapter 11 plan of liquidation and
accompanying disclosure statement.
Class 1 Allowed Secured Claims. Allowed Secured Claims are claims
secured by property of the Debtor's bankruptcy estate to the extent
allowed as secured claims under Section 506 of the Bankruptcy Code.
The Debtor currently owns two F-350 Ford trucks. One is secured
through Citizens One. Any and all net funds received from the
liquidation of this F-350 truck if and when it is found shall be
paid over to Citizens One. Any deficiency related to this truck
once it is found and liquidated shall be treated as an unsecured
claim of Citizens One in this Chapter 11 Bankruptcy case. The
second F-350 truck that is owned by the Debtor is secured in favor
of Ford Motor Credit Company in Detroit, Michigan. The value of
this truck is equal to the balance of the debt owed to Ford Motor
Credit Company. The corporate debt on this truck is guaranteed by
Dale Cormican and he shall individually continue to pay this loan
until he succeeds in getting assigned to his son, Brandon Cormican.
The title shall also be transferred into Brandon Cormican’s name
and then he will continue to make the monthly payments. The
payments on this truck are not delinquent at this time.
Class 2 General unsecured claims. General unsecured claims are not
secured by property of the estate and are not entitled to priority
under Section 507(a). Because the Debtor is proposing a liquidating
plan, there will be no payment to the general unsecured creditors.
Any funds or benefits received by the Debtor by virtue of any
adversary proceeding, claim, preference action or any other legal
right assertable by the Debtor under the Bankruptcy Code, or other
law, shall remain the property of the Debtor, and may be used by
the Debtor for its operation or to fund the Plan. The net proceeds
from the sale of the remaining machinery at auction shall be turned
over to Unity Bank North and applied to the above referenced three
loans. In the event there is a deficiency in the Unity Bank loans,
the bank shall be free to pursue its non-Bankruptcy remedies
against Brandon, Dale and/or Sandra Cormican.
A full-text copy of the Disclosure Statement dated July 29, 2019,
is available at https://tinyurl.com/y6h5gzj8 from PacerMonitor.com
at no charge.
About Cormican's Inc.
Cormican's Inc. is a road contractor serving the Northwest
Minnesota area.
Based in Mentor, Minnesota, Cormican's Inc. filed a petition for
reorganization under Chapter 11, Title 11, United States Code
(Bankr. D. Minn. Case No. 18-60636) on Oct. 10, 2018. In the
petition signed by Sandra Cormican, president, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Judge Michael E. Ridgway is assigned to the case.
Duffy Law Office, led by Kevin T. Duffy, is the Debtor's counsel.
James L. Snyder, U.S. Trustee for Region 12, on Oct. 25 appointed
two creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Cormican's Inc.
COSMOS HOLDINGS: Executes $500,000 Senior Promissory Note
---------------------------------------------------------
Cosmos Holdings Inc. executed a senior promissory note in the
principal amount of $500,000 payable to an unaffiliated third party
lender who had previously loaned the Company $1,500,000. The Note
bears interest at the rate of 15% percent per annum, paid quarterly
in arrears. The Note matures on Aug. 1, 2020 unless prepaid or in
default. The Company may prepay the Note within the first six
months by payment of unpaid interest for the first six months and,
after six months, with a two percent ($10,000) premium.
The Note is subject to acceleration in an Event of Default.
Grigorios Siokas, the Company's CEO, personally guaranteed
repayment of the Note. The guaranty is unconditional and
irrevocable, and constitutes a guaranty of performance and of
payment when due, and not just of collection.
About Cosmos Holdings
Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler.
The Company imports, exports and distributes pharmaceutical
products of brand-name and generic pharmaceuticals,
over-the-counter medicines, a variety of dietary and vitamin
supplements. Currently, the Company distributes products mainly in
the EU countries via its two wholly owned subsidiaries Skypharm SA
and Decahedron Ltd.
Cosmos Holdings reported a net loss of $9.06 million in 2018
following a net loss of $6.21 million in 2017. As of March 31,
2019, the Company had $21.7 million in total assets, $25.25 million
in total liabilities, and a total stockholders' deficit of $3.54
million.
Armanino LLP, in San Francisco, California, the Company's auditor
since 2019, issued a "going concern" opinion in its report dated
April 16, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
CREATIVE PYROTECHNICS: To Pay Unsecureds $350 Monthly in 5 Years
----------------------------------------------------------------
Creative Pyrotechnics, LLC filed a disclosure statement in
conjunction with its proposed chapter 11 plan of reorganization.
Class eight under the plan consists of the general unsecured
claims. The undisputed general unsecured claims of Debtor total the
amount of $237,030.13 after anticipated objections are filed, which
will be repaid over the five-year term of the Plan at the rate of
$350 per month on a pro-rata basis. The payments will commence on
the Effective Date of the Plan. The dividend to this class of
creditors is subject to change upon the determination of objections
to claims. To the extent that the Debtor is successful or
unsuccessful in any or all of the proposed Objections, then the
dividend and distribution to each individual creditor will be
adjusted accordingly. These claims are impaired.
The Debtor continues to operate its business and personal affairs
as the Debtor in Possession.
As with any investment, there are risks associated with all Plans
of Reorganization, and this matter is no exception. A possible risk
includes the possibility of a loss or decrease of employment
income. As with any similar situation, there is always the risk
that the Debtor may not perform as forecasted, but the Debtor
firmly believes that the projections for its future income and
expenses are conservative and reasonable.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y6l5yxh7 from Pacermonitor.com at no charge.
About Creative Pyrotechnics LLC
Creative Pyrotechnics, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-12325) on
February 21, 2019. At the time of the filing, the Debtor had
estimated assets of less than $500,000 and liabilities of less than
$1 million.
The case has been assigned to Judge Erik P. Kimball. Kelley &
Fulton, PL is the Debtor's legal counsel.
DELUXE ENTERTAINMENT: S&P Cuts ICR to CCC-; Outlook Negative
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Deluxe
Entertainment Services Group Inc.'s (Deluxe) to 'CCC-' from 'B-'
and its issue-level rating on its existing first-lien debt to
'CCC-' from 'B-'.
At the same time, S&P assigned its 'B-' issue-level rating and '1+'
recovery rating to Deluxe's new $73 million priming delayed-draw
term loan that the company will use to fund its working capital
uses and capital expenditure as it reviews its possible refinancing
options.
Deluxe's spin-off of its Creative Services segment will not occur
as planned, including the expected equity injection, which the
company had planned to use to materially reduce its adjusted
leverage. S&P now expects the company to face significant
refinancing risk when its ABL (unrated) and first-lien term loan
facilities come due in November 2019 and February 2020,
respectively.
The negative outlook on Deluxe reflects the pending maturity of its
ABL and first-lien term loan facilities. The outlook also reflects
the challenges that the company has faced in refinancing or
recapitalizing its current debt structure, which materially
increases the likelihood of a distressed exchange or default.
"We could lower our rating on Deluxe if the company pursues a
distressed exchange or if we expect that the likelihood of a
default has increased materially, particularly if it pertains to
the maturity of its ABL facility in November 2019," S&P said.
"We could raise our rating on Deluxe if it obtains a maturity
extension of at least 12 months for all of its debt, including the
first-lien term loan and ABL facility. We would expect any
refinancing plan that does not include material deleveraging to
limit our issuer credit rating on the company to the 'CCC'
category," S&P said.
DIRECTVIEW HOLDINGS: 1-for-500 Reverse Stock Split Takes Effect
---------------------------------------------------------------
Directview Holdings, Inc., filed a certificate of amendment to its
articles of incorporation for a 1-for-500 reverse stock split of
the Company's common stock. The Reverse Split took effect on July
31, 2019 in accordance with the approval received from the
Financial Industry Regulatory Authority (FINRA).
As previously disclosed in a Definitive Information Statement on
Schedule 14C filed with the Securities and Exchange Commission on
June 28, 2019, the Reverse Split was approved by a majority
stockholder on June 18, 2019. On that date, the Company received
written consent in lieu of a meeting of Stockholders from holders
of shares of voting securities representing approximately 51.4% of
the total issued and outstanding shares of voting securities of the
Company approving the granting of discretionary authority to the
Board of the Directors of the Company, at any time or times for a
period of 12 months after the date of the Written Consent, to adopt
an amendment to the Company's Articles of Incorporation, as
amended, to effect a reverse stock split.
About Directview Holdings
DirectView Holdings, Inc., (DIRV) together with its subsidiaries,
provides video surveillance solutions and teleconferencing products
and services to businesses and organizations. Based in Boca Raton,
Florida, the company operates in two divisions, Security (Video
Surveillance) and Video Conferencing. The Security division offers
technologies in surveillance systems providing onsite and remote
video and audio surveillance, digital video recording, and
services. It also sells and installs surveillance systems; and
sells maintenance agreements. The company sells its products and
services in the United States and internationally through direct
sales force, referrals, and its websites. The Video Conferencing
division offers teleconferencing products and services that enable
clients to conduct remote meetings by linking participants in
geographically dispersed locations. It is involved in the sale of
conferencing services based upon usage, the sale and installation
of video equipment, and the sale of maintenance agreements. This
division primarily provides conferencing products and services to
numerous organizations ranging from law firms, banks, high tech
companies and government organizations. DirectView Holdings
maintains two websites at http://www.directview.com/and
http://www.directviewsecurity.com/
Directview reported a net loss of $10.05 million for the year ended
Dec. 31, 2018, compared to a net loss of $1.54 million for the year
ended Dec. 31, 2017. As of March 31, 2019, the Company had $1.77
million in total assets, $23.14 million in total liabilities, and a
total stockholders' deficit of $21.37 million.
Assurance Dimensions, the Company's auditor since 2017, issued a
"going concern" qualification in its report dated April 12, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, stating that the Company had a net loss and
cash used from operations of approximately $10,058,000 and
$1,854,000, respectively for the year ended of Dec. 31, 2018 and a
working capital deficit of approximately $21,351,000 as of Dec. 31,
2018. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
DON FRAME: Jamestown Macadam Secured Claim Impaired in New Plan
---------------------------------------------------------------
Don Frame Trucking, Inc., filed a First Amended Chapter 11 Plan and
accompanying First Amended Disclosure Statement to disclose that
there are two classes of claims that are considered impaired and
will be entitled to vote: (i) the secured claim of Jamestown
Macadam Inc. in the principal amount of $500,000, and (ii) the
claims of unsecured nonpriority claimants. The original plan
proposed that only one class of claim is impaired.
In the First Amended Plan, the Debtor reserves the right to lease
its real estate pending sale and to retain and lease or operate any
real estate not necessary to be sold in order to pay Claims in
full.
Class 1 - Allowed Secured Claim of Jamestown Macadam, Inc.,
consists of the Allowed Secured Claim of Jamestown Macadam on its
two mortgages on the Real Property in the principal amounts of
$240,000 and $260,000. Jamestown Macadam's Allowed Secured Claim
shall be paid in full under the First Amended Plan out of the
proceeds of the sale of the Real Estate. Interest on the Allowed
Secured Claim of Jamestown Macadam shall accrue at the rates
provided for in the promissory notes from the Debtor to Jamestown
Macadam until 18 months after the Effective Date.
Class 3 - Allowed General Unsecured Claims will receive an initial
pro-rata distribution of 55% of the cumulative allowed amounts of
Allowed Class 3 Claims, with the Debtor permitted to reserve cash
in excess of the initial pro rata distribution in the estimated
initial amount of $256,250, for ongoing expenses, as soon as
practicable after the Effective Date. Thereafter, Class 3 Claims
will receive semi-annual, pro-rata distributions over the next
eighteen (18) months based upon proceeds net of ongoing
administrative, disposition and holding expenses from the
continuing sale of the Debtor's assets, with the Debtor required to
distribute amounts in excess of (i) $192,187.50 available 6 months
after the Effective Date; (ii) in excess of $128,125 available 12
months after the Effective Date; and (iii) in excess of $64,062.50
available 18 months after the Effective Date.
The payments of Distributions to Creditors pursuant to the First
Amended Plan will be accomplished initially with the funds
currently on hand in the Debtor's DIP Account for payments to be
made on or as near as practicable to the Effective Date.
Thereafter, future payments made by the Debtor pursuant to the
First Amended Plan will be derived from proceeds from the sale of
its assets in the course of its orderly liquidation process and/or
the refinancing of its real estate.
A full-text copy of the First Amended Disclosure Statement dated
July 29, 2019, is available at https://tinyurl.com/y57qpba5 from
PacerMonitor.com at no charge.
The Amended Plan was filed by Robert J. Feldman, Esq., at Gross
Shuman P.C., in Buffalo, New York.
About Don Frame Trucking
Don Frame Trucking, Inc., is a trucking company in Fredonia, New
York, specializing in the transport of dry bulk commodities,
construction and hazardous materials.
Don Frame Trucking filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 18-11147) on June 13, 2018. In the petition signed by
John D. Frame, vice president/treasurer, the Debtor estimated $1
million to $10 million in assets and liabilities. The Hon. Carl L.
Bucki oversees the case. Gross Shuman P.C., led by Robert J.
Feldman, serves as bankruptcy counsel to the Debtor. Woods Oviatt
Gilman LLP, is special counsel.
DPW HOLDINGS: Effects One-for-Forty Reverse Stock Split
-------------------------------------------------------
DPW Holdings, Inc.'s Board of Directors has approved a
one-for-forty reverse stock split of the Company's Class A common
stock that took effect in the State of Delaware on Aug. 5, 2019.
Beginning with the opening of trading on Aug. 6, 2019, the
Company's Common Stock will trade on the NYSE American on a
split-adjusted basis under a new CUSIP number, 26140E 600.
At the Company's Reconvened 2019 Annual Meeting of Stockholders
held at 12:00 p.m. Eastern Time on July 19, 2019, the Company's
stockholders approved a proposal authorizing the Company's Board of
Directors to effect a reverse stock split by a whole number ratio
of not less than one-for-five and not more than one-for-forty at
any time prior to July 1, 2020, with the exact ratio to be set at a
whole number within this range as determined by the Board of
Directors in its sole discretion. The Company reported that
20,013,890 favorable votes were cast, representing nearly 53% of
the Company's outstanding shares eligible to vote as of the record
date.
With approval by the Board of Directors, the Company will file a
certificate of amendment to the Company's Certificate of
Incorporation, effectuating the one-for-forty reverse stock split,
with the Secretary of State of the State of Delaware on Aug. 5,
2019.
The reverse stock split affects all issued and outstanding shares
of the Company's Common Stock, as well as the number of shares of
Common Stock available for issuance under the Company's equity
incentive plans. In addition, the reverse stock split reduces the
number of shares of Common Stock issuable upon the exercise of
stock options or warrants outstanding immediately prior to the
reverse split. The par value of the Company's Common Stock will
remain unchanged at $0.001 per share after the reverse stock split.
The reverse stock split affects all stockholders uniformly and
will not alter any stockholder's percentage interest in the
Company's equity, except to the extent that the reverse stock split
results in some stockholders owning a fractional share.
The reverse stock split will reduce the number of shares of Common
Stock issued and outstanding from approximately 42,621,478 to
approximately 1,065,537. The authorized number of shares of Common
Stock will remain at 500 million.
No fractional shares will be issued in connection with the reverse
split. Stockholders who would otherwise be entitled to receive a
fractional share will instead receive a cash payment.
Computershare Trust Company, N.A., is acting as the exchange agent
and transfer agent for the reverse stock split. Computershare will
provide instructions to stockholders with physical certificates
regarding the optional process for exchanging their pre-split stock
certificates for post-split stock certificates and receiving
payment for any fractional shares. Additional information
regarding the reverse stock split can be found in the Company's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on June 7, 2019.
About DPW Holdings
DPW Holdings, Inc., formerly known as Digital Power Corp. --
http://www.DPWHoldings.com/-- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies that hold global potential. Through its wholly owned
subsidiaries and strategic investments, the company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles. In
addition, the company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. DPW Holdings'
headquarters is located at 201 Shipyard Way, Suite E, Newport
Beach, CA 92663.
DPW Holdings incurred a net loss of $32.98 million in 2018,
following a net loss of $10.89 million in 2017. As of March 31,
2019, the Company had $54.77 million in total assets, $36.74
million in total liabilities, and $18.03 million in total
stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2016, issued a
"going concern" qualification in its report dated April 16, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, stating 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.
EIRINI INVESTMENTS: Sept. 12 Hearing on Disclosure Statement
------------------------------------------------------------
The hearing to consider approval of the Disclosure Statement
explaining the Chapter 11 Plan of Eirini Investments, LLC, has been
re-set for September 12, 2019 at 1:30 p.m. (Central Time) in the
Bankruptcy Court of the Honorable Mark X. Mullin, Room 128, United
States Courthouse, 501 W. 10th Street, Fort Worth, Texas 76102.
About Eirini Investments
Eirini Investments, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-40974) on March 5,
2019. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000. The
case is assigned to Judge Mark X. Mullin. Goodrich Postnikoff &
Associates, LLP, is the Debtor's legal counsel.
FLYING COW: Court Junks Bid for Leave to Appeal in Suit vs McCarthy
-------------------------------------------------------------------
District Judge Beth Bloom entered an order dismissing the appeals
case captioned FLYING COW RANCH HC, LLC, Appellant, v. MARK J.
McCARTHY and TIMOTHY K. McCARTHY, Appellees, Case No.
19-cv-80230-BLOOM (S.D. Fla.).
Debtor filed a motion for leave to appeal from four orders in an
underlying bankruptcy proceeding.
On March 8, 2011, Debtor filed a Voluntary Petition under Chapter
11. The Debtor listed its primary asset as an interest in a
purchase and sale contract dated Dec. 5, 2014, which entitled
Debtor to purchase 150 acres of land in Wellington, Florida. The
Creditor is the owner of the Property. An addendum to the Contract
provided for an extended closing of December 5, 2018, assuming
certain extension fees and deposits were paid to the Creditor.
Debtor ceased paying the extension fees that became due after the
filing of the bankruptcy petition. On April 25, 2018, the Creditor
filed a Motion to Compel Debtor to assume or reject the Contract.
The Bankruptcy Court granted the Creditor's Motion to Compel and
required the Debtor to either assume or reject the Contract. Debtor
filed a Motion to Approve Assumption of the Contract. The
Bankruptcy Court denied the Motion to Approve. Debtor then moved to
appeal the Order Granting Motion to Compel and the Order Denying
the Motion to Approve. On Jan. 31, 2019, the Federal District Court
declined to hear the interlocutory appeals.
On Feb. 14, 2019, the Debtor filed the instant Motion, seeking
leave to appeal Bankruptcy Court Orders The Motion states that the
Debtor believes the Orders constitute final orders subject to
direct appeal because they have the effect of prohibiting the
Debtor from filing a Plan of Reorganization and moving forward with
its reorganization efforts. The Motion further states that the
Debtor files the Motion out of an abundance of caution, requesting
that the Court grant it permission to proceed with an interlocutory
appeal.
Interlocutory review is generally disfavored for its piecemeal
effect on cases. However, a district court may grant interlocutory
review of a bankruptcy order if the moving party demonstrates
"that: (1) the order presents a controlling question of law; (2)
over which there is a substantial ground for difference of opinion
among courts; and (3) the immediate resolution of the issue would
materially advance the ultimate termination of the litigation."
This "three-part standard is analogous to that set forth in 28
U.S.C. § 1292(b), which governs appeals from the district court to
the circuit court of appeals."
As the party seeking interlocutory review, the Debtor "bears the
burden of persuading the court that exceptional circumstances
justify a departure from the basic policy of postponing appellate
review until after the entry of a final judgment." Even when a
party has established the three factors warranting interlocutory
appeal, a court "has discretion to turn down" an interlocutory
appeal, as liberal use of the interlocutory appeal process "is bad
policy." Upon review, none of the three-part test is satisfied in
this case.
First, a controlling question of law "deals with a question of
`pure' law, or matters that can be decided `quickly and cleanly
without having to study the record.'" A question of law is
"controlling" "only if it may contribute to the determination, at
an early stage, of a wide spectrum of cases." The crux of this
appeal is whether the Bankruptcy Court erred in denying the Debtor
an extension of time to file a plan and disclosure statement. In
appealing the Orders, the Debtor asks the Court to "second guess
the reasonableness of the bankruptcy court's judgment, but this is
not the purpose of interlocutory review."
Second, only "[i]f the court finds that a matter raises a
controlling question of law . . . must [a court] determine whether
a substantial ground for difference of opinion exists as to that
question." "To satisfy the second element, an appellant "must show
that at least two courts interpret the relevant legal principle
differently." Although the Court need not address this factor in
light of its finding of the absence of a controlling question of
law, the Debtor has failed to show a difference of opinion among
the courts as to any question of law.
Third, "the text of § 1292(b) requires that resolution of a
`controlling question of law . . . may materially advance the
ultimate termination of the litigation.'" The Eleventh Circuit has
explained that "[t]his is not a difficult requirement to
understand. It means that resolution of a controlling legal
question would serve to avoid a trial or otherwise substantially
shorten the litigation." Here, there is no indication that
permitting the Debtor an extension of time to file a plan and
disclosure statement would advance the termination of this
litigation. Rather, the Debtor conceded at a hearing conducted on
December 18, 2018 in the Bankruptcy Proceeding "that it was
impossible for anyone to file a confirmable reorganization plan and
disclosure statement . . . unless Debtor prevails in the Appeals
[in Case No. 18-cv-81078], and therefore it makes no sense to
require the Debtor to file a plan and disclosure statement until
the Appeals are resolved." The Debtor has not prevailed in the
appeals in Case No. 18-cv-81078, as the District Court declined to
hear the interlocutory appeal. Therefore, according to the Debtor
itself, it will not be able to file a confirmable reorganization
plan and disclosure statement. Accordingly, granting the instant
appeal and permitting the Debtor additional time to file a plan and
disclosure statement would not advance the litigation.
A copy of the Court's Order dated March 19, 2019 is available at
https://bit.ly/2YNmB9A from Leagle.com.
Flying Cow Ranch HC, LLC, Appellant, represented by Jordan
Rappaport, Atherton Law Group, P.A., Kenneth S. Rappaport, Kenneth
S. Rappaport & Leslie Scott Osborne, Les S. Osborne.
Mark J. McCarthy & Timothy K. McCarthy, Appellees, represented by
Thomas Louis Abrams, Gamberg & Abrams.
About Flying Cow Ranch
Flying Cow Ranch HC, LLC, is a privately-held company in Jupiter,
Florida. It is a small business debtor as defined in 11 U.S.C.
Section 101(51D).
Flying Cow Ranch HC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12681) on March 8,
2018. At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of less than $500,000.
Judge Paul G. Hyman, Jr., presides over the case. Rappaport
Osborne & Rappaport, PLLC is the Debtor's bankruptcy counsel.
FRANKLIN ACQUISITIONS: Sale of Real Property to Fund Trustee Plan
-----------------------------------------------------------------
Chapter 11 Trustee is Ronald E. Ingalls filed a first amended
disclosure statement in support of a joint plan of reorganization
for Debtors William D. Abraham and Franklin Acquisitions, LLC.
The Plan proposes to pay all Claims in full through sales of real
estate. There should be enough cash from real estate sales that
have closed and those in the pipeline to pay all Allowed Claims on
the Effective Date. All assets will be transferred to the
Liquidating Trust unless all Allowed Claims can be paid in full on
the Effective Date. In the event that the funds in the hands of the
Chapter 11 Trustee are not sufficient to pay all claims as set out
in this Plan at that time, the Trustee of the Liquidating Trust
will be authorized to sell additional real property to provide
sufficient funds to pay all Claims in full. Most payments under the
Plan are due in relation to the Effective Date.
Class 10 consists of the timely filed, general unsecured claims
against William D. Abraham. These claims will be paid on the
Effective Date in full together with interest at the federal
judgment rate of 1.87% (as of the date of filing) from the date of
filing (Feb. 6, 2018) calculated through the Effective Date. The
claims will be paid from funds held by the Chapter 11 Trustee on
the Effective Date. If sums are not sufficient to pay these claims
in full, they will be paid from the Liquidating Trust within seven
days of the date sufficient sales have closed to pay these claims
in full plus interest at the federal judgment rate of 1.87% from
Feb. 6, 2018 through the date of the payment and leave a cash
reserve of 15% of the amount in the Trust.
Class 11 consists of the unsecured claims of creditors with liens
on property of the Franklin Acquisitions, LLC estate. Because
Abraham has personal recourse on these claims, they give rise to
both a secured claim in the Franklin Acquisitions case and an
unsecured claim in the William D. Abraham case. These claims
include JP Morgan Chase (see Class 18), and Charles Haddad (Classes
6 and 17). The Class 11 creditors will not receive any distribution
from the bankruptcy estate of William D. Abraham. They shall be
paid as secured creditors in the case of Franklin Acquisitions,
LLC.
The Plan is being funded by proceeds from the sales of real
property by the Trustee and is expected to pay all creditors. The
Plan permits the Trustee to sell additional real property if the
funds are not sufficient to pay all claims although the Trustee
believes he may have sufficient cash on hand depending on the
outcome of certain claims objections. Debtors will be emerging from
Bankruptcy with no unsecured or secured debt except those he may
have incurred during the Case. The Trustee believes that the Plan
is feasible and the risk to creditors that it won’t meet its
projections and be able to make payments according to the Plan is
very low.
A copy of the Trustee's First Amended Disclosure Statement is
available at https://tinyurl.com/y5a9fav9 from Pacermonitor.com at
no charge.
About Franklin Acquisitions
Franklin Acquisitions LLC is a privately-held company whose
principal assets are located at 932 Cherry Hill, El Paso, Texas.
Franklin Acquisitions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6,
2018. In the petition signed by William D. Abraham, member, the
Debtor estimated assets and liabilities of $1 million to $10
million.
Judge H. Christopher Mott oversees the case.
Ronald E. Ingalls was appointed as the Chapter 11 trustee of
Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the
Trustee's counsel.
FUELCELL ENERGY: Signs Employment Agreements with 2 Executives
--------------------------------------------------------------
FuelCell Energy, Inc., entered into employment agreements with
Michael Lisowski, its executive vice president and chief operating
officer, and Anthony Leo, its executive vice president and chief
technology officer. The Employment Agreements are effective Aug.
1, 2019.
The Employment Agreement between the Company and Mr. Lisowski
provides for an annual base salary of $325,000 and a target annual
bonus equal to 50% of his annual base salary, as determined and
approved by the Board of Directors of the Company. Mr. Lisowski is
also entitled to participate in the Company's long-term incentive
compensation program under its 2018 Omnibus Incentive Plan, with
the terms and conditions of any awards granted to Lisowski being in
the sole discretion of the Board.
The Employment Agreement between the Company and Mr. Leo provides
for an annual base salary of $275,000 and a target annual bonus
equal to 50% of his annual base salary, as determined and approved
by the Board. Mr. Leo is also entitled to participate in the
Company's long-term incentive compensation program under its 2018
Omnibus Incentive Plan, with the terms and conditions of any awards
granted to Leo being in the sole discretion of the Board.
In the event that the Company terminates the employment of Lisowski
or Leo without cause or Lisowski or Leo terminates his employment
for good reason (as defined in the Employment Agreement), the
executive will be entitled to receive a severance payment in an
amount equal to six months of his annual base salary at the date of
termination plus payment by the Company of his COBRA premiums for
up to six months, provided that he elects continuation of coverage
under COBRA and he is not eligible for health coverage under
another employer's plan.
In the event that either Mr. Lisowski's or Mr. Leo's employment is
terminated in connection with a change in control (as defined in
the Employment Agreements) by the Company for any reason other than
cause or by the executive for good reason, the executive will be
entitled to receive a severance payment in an amount equal to one
year of his annual base salary as of the date of termination plus
one year of the average of bonuses paid to him since his promotion
to chief operating officer or chief technology officer, as
applicable, or if he has not received any bonuses, his target bonus
for the year of such termination. The Company also will pay the
executive's COBRA premiums for up to 12 months, provided that he
elects continuation coverage under COBRA and he is not eligible for
health coverage under another employer's plan. If the Company
terminates Lisowski's or Leo's employment without cause during the
90 day period preceding a change in control or the 18 month period
thereafter, the termination will be deemed to be in connection with
a change in control. The Employment Agreements also provide that
any equity-based awards will accelerate and immediately vest if
there is a change in control and the executive's employment with
the Company is terminated by the Company without cause or by the
executive for good reason in connection with the change in
control.
About FuelCell Energy
FuelCell Energy, Inc. -- http://www.fuelcellenergy.com/-- provides
comprehensive turn-key power generation solutions to its customers,
including power plant installation, operations and maintenance
under multi-year power purchase and service agreements. The
Company both develops projects as well as sells equipment directly
to customers, providing either a complete solution of engineering,
installing and servicing the fuel cell power plant, or selling the
power plant equipment and providing long-term maintenance only.
The Company offers to arrange financing structures that enable
power users to benefit from the multitude of advantages of clean
onsite power while avoiding an up-front capital investment.
FuelCell reported a net loss to common stockholders of $62.16
million for the year ended Oct. 31, 2018, following a net loss to
common stockholders of $57.10 million for the year ended Dec. 31,
2017. As of April 30, 2019, the Company had $341.2 million in
total assets, $207.82 million in total liabilities, $59.85 million
in redeemable series B preferred stock, $3.16 million in redeemable
series C preferred stock, $20.54 million in redeemable series D
preferred stock, and $49.83 million in total stockholders' equity.
As of April 30, 2019, the Company had an accumulated deficit from
recurring net losses for the current and prior years. The Company
said these factors as well as negative cash flows from operating
and investing activities and negative working capital raise
substantial doubt about the Company's ability to continue as a
going concern.
Bankruptcy Warning
Fuelcell Energy had warned it may be required to delay, reduce
and/or cease its operations and/or seek bankruptcy protection if
the Company is unable to obtain external financing, according to
the Company's Form 8-K filed with the Securities and Exchange
Commission on July 12, 2019.
GARY TISCH: Court Affirms Judgment in Favor of Tisch Siblings
-------------------------------------------------------------
In the appeals case captioned Daniel E. TISCH and Eva R. Tisch,
Plaintiffs-Appellees and Cross-Appellants, v. Gary D. TISCH and the
Liquor Barn, Ltd., Defendants-Appellants and Cross-Appellees, Court
of Appeals No. 17CA1591 (Colo. App.), the Colorado Court of Appeals
affirmed the trial court's judgment against Gary and the Liquor
Barn.
In this individual and shareholder derivative action involving a
closely held corporation, defendants -- the Liquor Barn, Ltd.; and
Gary D. Tisch as the officer, director, and controlling shareholder
-- appeal the jury's verdict in favor of plaintiffs and minority
shareholders, Daniel E. Tisch and Eva R. Tisch (Tisch siblings).
The jury found that Gary had committed civil theft against the
Tisch siblings individually and against the Liquor Barn by using
the Liquor Barn profits for his private use. It awarded the Tisch
siblings $300,000 in damages for civil theft and the Liquor Barn,
on whose behalf the Tisch siblings brought a derivative action,
zero damages for civil theft. The jury also found that Gary had
violated his fiduciary duty to the Liquor Barn and the Tisch
siblings. It awarded $150,000 in damages to the Tisch siblings and
zero damages to the Liquor Barn for breach of fiduciary duty. The
trial court entered judgment against Gary and the Liquor Barn. The
court then awarded the Tisch siblings treble damages, totaling
$900,000 for the civil theft claim, under section 18-4-405, C.R.S.
2018; $43,837.40 in costs; and $150,000 in attorney fees.
Gary challenges the judgment on five grounds: (1) the court
erroneously excluded his accounting expert; (2) the court
erroneously found that the Liquor Barn and Gary were alter egos;
(3) the court erroneously directed a verdict on his statute of
limitations affirmative defense and wrongfully imposed treble
damages for civil theft beyond the one-year statute of limitations;
(4) the court erroneously submitted the individual civil theft
claim to the jury because the Tisch siblings failed to show a
sufficient property interest in undeclared distributions; and (5)
insufficient evidence supported the jury's damage award.
Gary contends that the trial court erroneously found that he, as an
individual, and the Liquor Barn were "alter egos." He also argues
that the court improperly employed "inside reverse veil piercing"
to hold the Liquor Barn liable for Gary's debts. The Court discerns
no error in the court's alter ego determination, and the Court
concludes that his inside reverse veil piercing argument was not
preserved for our review.
Gary next contends that the statute of limitations bars the civil
theft and breach of fiduciary duty claims. Alternatively, as to
civil theft, he argues that, even if not barred, the Tisch siblings
had no "proprietary interest" in the diverted funds since he never
declared a distribution. Therefore, he reasons, no basis for civil
theft exists. The Court is not persuaded.
Gary argues three errors related to the statute of limitations: (1)
excluding letters from 2003 and 2004; (2) directing a verdict on
his affirmative defense; and (3) awarding treble damages for civil
theft that occurred outside the one-year statute of limitations.
The Court perceives no error in the court's rulings.
The Court concludes that Gary failed to produce sufficient evidence
of a period during which the Tisch siblings knew or reasonably
should have known "of the general nature of damage and that the
damage was caused by [Gary's] wrongful conduct." Gary does not
cite, nor is the Court aware of, any authority holding that an
expert's mere receipt of records establishes reasonable knowledge
or begins the running of the statute of limitations.
A copy of the Court’s Decision dated March 21, 2019 is available
at https://bit.ly/2ZCdjdH from Leagle.com.
Aitken Law, LLC, Sharlene J. Aitken , Denver, Colorado; Mills
Schmitz Halstead & Zaloudek, LLC, Michael F. Mills, Denver,
Colorado, for Plaintiffs-Appellees and Cross-Appellants.
Stinson Leonard Street LLP, Perry L. Glantz, Ryan M. Sugden, Anna
Day, Greenwood Village, Colorado, for Defendants-Appellants and
Cross-Appellees.
Gary D. Tisch filed a Chapter 11 petition (Bankr. D. Colo. Case No.
17-13428) on April 17, 2017, and is represented by David M.
Serafin, Esq.
GREAT FOOD: Court Approves Use of Cash Collateral
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Great Food Great Fun, LLC, (GFGF), doing business as
Wing City Grille, and Professional Hospitality, LLC, (PH), doing
business as Village Casino Restaurant, to use cash collateral
individually through November 30, 2019, providing for a 5 percent
variance based on a Court-approved income and expense projection
submitted to the Court.
Judge Carl L. Bucki ordered that the Debtors’ secured creditors
are granted, as additional adequate protection, rollover
replacement liens to the extent of the cash collateral actually
used and not paid down by the Debtors, effective as of the Petition
Date. The Secured Creditors include (i) U.S. Foods, Inc./U.S.
Foodservice, Inc., (ii) Cosima Corporation, (iii) the Internal
Revenue Service (IRS), (iv) the New York State Department of
Taxation and Finance (NYS Tax), (v) Snap Advances, LLC, ((vi) GU
Capital, (vii) Tango Capital, and (viii) Northwest Savings Bank.
Moreover, GFGF will provide additional adequate protection as
follows:
a. Cosima - the current rent at $1,500 weekly, and continued
payment of $1,000.69 monthly for back rents;
b. U.S. Foods – COD (Cash on Delivery) terms on all current
purchases, and continued payment of $250 weekly for arrears owed;
c. IRS – payments of $500 week for partially secured claims;
Also, Professional Hospitality shall provide these additional
adequate protection:
i. U.S. Foods – COD terms on all current purchases, plus $2,500
weekly payments for arrears owed through Sept. 14, 2019;
ii. NYS Tax – weekly payments of $1,000 through September 14,
2019 to pay the partially secured obligations.
A hearing is set on Nov. 25, 2019, at 10 a.m., at Bankruptcy Court
in Buffalo, New York, in order to consider Debtors' continued use
of cash collateral after Nov. 30, 2019.
About Great Food Great Fun and
Professional Hospitality
Great Food Great Fun LLC is a New York corporation which is doing
business as "Wing City Grille" and which operates a restaurant in
Fredonia, New York. Professional Hospitality, LLC, is a New York
corporation which is doing business as "Village Casino Restaurant"
and which operates a restaurant and banquet facilities on the
waterfront in Bemus Point, New York. The Village Casino Restaurant
is seasonal, generally operating only between May 1 and Sept. 30
each year. Great Food and Professional Hospitality are single
member limited liability corporations owned by Andrew C. Carlson,
an individual who is not in bankruptcy. Great Food Great Fun, LLC,
and Professional Hospitality, LLC, filed Chapter 11 petitions
(Bankr. W.D.N.Y. Case Nos. 17-11557 and 17-11558, respectively) on
July 24, 2017.
Judge Carl L. Bucki oversees the Debtors' jointly administered
cases. Andreozzi Bluestein LLP serves as counsel to the Debtors.
H2D MOTORCYCLE: Seeks to Hire Rattet PLLC as Counsel
----------------------------------------------------
H2D Motorcycle Ventures, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Wisconsin to employ Rattet PLLC, as counsel to the Debtors.
H2D Motorcycle requires Rattet PLLC to:
a. give advice to the Debtors with respect to its powers and
duties as Debtor-in-Possession and the continued management
of its property and affairs;
b. negotiate with creditors of the Debtors and work out a plan
of reorganization and take the necessary legal steps in
order to effectuate such a plan including, if need be,
negotiations with the creditors and other parties in
interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtors who seeks protection
from its creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtors and to represent the Debtor in all matters
pending before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtors in connection with any potential
refinancing of secured debt and any potential sale of the
business;
g. represent the Debtors in connection with obtaining post-
petition financing;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of
reorganization; and
i. perform all other legal services for the Debtors which may
be necessary for the preservation of the Debtors' estate
and to promote the best interests of the Debtors, its
creditors and its estate.
Rattet PLLC will be paid at these hourly rates:
Attorneys $300 to $650
Legal Assistants $150
Prior to the filing of the bankruptcy case, the Debtor paid Rattet
PLLC the amount of $75,000.
Rattet PLLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert L. Rattet, a partner at Rattet PLLC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Rattet PLLC can be reached at:
Robert L. Rattet, Esq.
RATTET PLLC
202 Mamaroneck Avenue
White Plains, NY 10601
Tel: (914) 381-7400
About H2D Motorcycle Ventures
H2D Motorcycle Ventures, LLC, based in New Berlin, WI, and its
debtor-affiliates sought Chapter 11 protection (Bankr. E.D. Wis.
Lead Case No. 19-26914) on July 17, 2019. In the petition signed
by Eric Pomeroy, CEO, the debtor H2D Motorcycle disclosed
$5,698,014 in assets and $5,803,573 in liabilities. The Hon. Beth
E. Hanan oversees the case. Robert L. Rattet, Esq. at Rattet PLLC,
serves as bankruptcy counsel.
HARVARD GROUP: Sale Proceeds to Fund Chapter 11 Plan Payments
-------------------------------------------------------------
Harvard Group, LLC, filed a Chapter 11 plan and accompanying
disclosure statement proposing to pay creditors from proceeds
generated from sale of the real property located at 1701 Hoban
Street NW, Washington, DC.
The Property was purchased on April l6, 2019, for $1,500,000, and
has been renovated and is currently being marketed for sale for the
sum of $2,695,000.
Class 6: Allowed Secured Claim of BWF Trust, LLC (2nd Deed of
Trust) are impaired. Class 6 shall be paid receive no payments from
the Debtor until a closing on the sale of the Property. At closing,
this Class will receive payment of all of the remaining sales
proceeds after the satisfaction of the claims of Classes 1 though
5. This Class shall retain its lien until receipt of such payment.
The holder of the Class 6 Claims may agree to less favorable
treatment.
Class 7: General Unsecured Claims are impaired and shall receive,
in full and final satisfaction of their claims against the Estate,
a pro-rata distribution (including interest at the federal judgment
rate, to the extent surplus funds are available) after payment in
full of claims in Classes 1 through 7 and all costs and expenses of
the administration of these proceedings. The claims in this Class
consists of the insider claim of Equity Resources, LLC. Payment to
this Class will be made from the remaining proceeds of the sale of
the Property after the satisfaction of all costs of sale, and the
satisfaction in full, of all claims of Classes 1 through6
hereinabove. Payment to this Class shall be made within thirty (30)
days after the Effective Date. A holder of a Class 7 Claim may
agree to less favorable treatment.
A full-text copy of the Disclosure Statement dated July 29, 2019,
is available at https://tinyurl.com/y4vyqcmp from PacerMonitor.com
at no charge.
The Plan was filed by Steven H. Greenfeld, Esq., at Cohen Baldinger
& Greenfeld, LLC, in Rockville, Maryland, on behalf of the Debtor.
About Harvard Group
Based in Washington, D.C., Harvard Group, LLC, a Single Asset Real
Estate Debtor (as defined in 11 U.S.C. Section 101(51B)), filed a
voluntary Chapter 11 Petition (Bankr. D.D.C. Case No. 19-00289) on
April 30, 2019. The case is assigned to Hon. Martin S. Teel, Jr.
The Debtor is represented by Steven H. Greenfeld, Esq., at Cohen
Baldinger & Greenfeld, LLC, in Rockville, Maryland.
At the time of filing, the Debtor had estimated assets of $1
million to $10 million and estimated liabilities of $1 million to
$10 million.
The petition was signed by Kevin Falkner, member.
HOOD LANDSCAPING: Granted Use of Cash Collateral
------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia,
approves the request of Hood Landscaping Products, Inc., to use
cash collateral in order to operate and maintain its wood product
business.
The Court document disclosed that the Debtor owes Farmers and
Merchants Bank (FMB), with respect to multiple promissory notes
totaling $5,731,829. FMB's claims are secured by (i) an interest
in the Debtor's real and personal property, the proceeds from the
sale, lease or conversion of which, constitutes cash collateral,
and (ii) an assignment of accounts receivables. As of Petition
Date, on June 3, 2019, the Debtor believes that FMB has first
priority security interest in the real estate, personal property
and cash collateral amounting to $4,808,480.
The Court orders that the Debtor, with respect to FMB:
a. may use cash collateral to pay ordinary and necessary expenses
in the ordinary course of its business, with a variance of up to 10
percent on each line item;
b. will make monthly payments for adequate protection amounting
to $15,000 beginning July 24, 2019; and
c. will provide FMB with operating reports in the form required
by the Office of the U.S. Trustee by the twentieth day of each
month, or the first business day thereafter, beginning July 24,
2019.
With respect to another of the Debtor's secured creditor, Guardian
Bank, the Court rules that:
a. the Debtor may use cash collateral subject to the terms until
and including the Effective Date of a Plan to pay expenses in the
ordinary course of the business, with a variance per line item of
up to 10 percent, as well as to pay adequate protection payments to
Guardian Bank;
b. the Debtor shall pay $5,000 per month beginning July 22, 2019
until further Court order or the confirmation of a Plan, for the
Debtor's use of the real estate and improvements owned by Hood
Farms, Inc., located at 202 W. Mitchell Street, and 203 W. Mitchell
Street, Adel, Cook County, Georgia. Debtor shall seek authority to
enter into a triple net lease agreement with Hood Farms regarding
the Mitchell Properties.
c. during the pendency of this Chapter 11 case, the Debtor shall
keep the Mitchell Properties insured with an insurance carrier for
coverage, naming Guardian Bank as the sole loss payee. The
Debtor's deductible relative to the policy will not exceed $2,500
per accident or event of loss.
The Debtor's default or non-compliance as to the terms of this
Order may result to termination of the Debtor's use of the cash
collateral, and a Court order terminating the automatic stay, after
Debtor will be unable to timely file and serve a counter-affidavit
to Guardian Bank or FMB. The Debtor will also comply with FMB and
Guardian Bank's reporting and inspection requirements, such as
access to the Debtor's books and records, and submission of certain
financial and non-financial reports, among other things. The
Debtor has set up a DIP account (or the Cash Collateral account) at
The Trust Bank.
Counsel to Guardian Bank:
David A. Garland
Moore, Clarke, DuVall & Rodgers, P.C.
Georgia Bar No. 005680
P.O. Box Drawer 71727
Albany, Georgia 31708-1727
E-mail: dgarland@medr-law.com
Counsel to Farmers and Merchants Bank:
Mark A. Gilbert, Esq.
Coleman Talley LLP
P.O. Box 5437
Valdosta, Georgia 31603-5437
E-mail: mark.gilbert@colemantalley.com
About Hood Landscaping
Hood Landscaping Products, Inc., a wholesaler of landscaping
equipment and supplies in Adel, Georgia., filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Case No. 19-70644) on June 3, 2019. In the petition signed by CFO
Leon Hood, the Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities. Judge John T. Laney III
oversees the case. Kelley, Lovett, Blakey & Sanders, P.C., is the
Debtor's counsel.
J WICK PRODUCTIONS: Sept. 11 Hearing on Disclosure Statement
------------------------------------------------------------
The Court will consider the approval of the Disclosure Statement
explaining the Chapter 11 Plan of J Wick Productions, LLC, at a
hearing on September 11, 2019, at 2:30 p.m. The Disclosure
Statement Hearing will be held in Courtroom 301, at the U.S.
Courthouse and Federal Building, 230 N. First Avenue, 3rd Floor,
Phoenix, AZ 85003, with appearances also available at James A.
Walsh Federal Courthouse, 38 S. Scott Avenue, Courtroom 329,
Tucson, AZ 85701.
The objection must be filed and served by September 4, 2019 (which
date is at least seven (7) calendar days prior to the Disclosure
Statement Hearing).
About MJW Films and JW Films
MJW Films, LLC and J Wick Productions, LLC are movie production
companies based in Gilbert, Arizona. MJW Films and J Wick filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the
petitions signed by John Glassgow, designated representative, the
Debtors estimated $1 million to $10 million in both assets and
liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C.,
represents the Debtors.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 16, 2018. The committee is represented
by May, Potenza, Baran & Gillespie PC.
K-FUSHION INC: Hires David C. Jones, Friedlander, as Counsel
------------------------------------------------------------
K-Fushion, Inc., seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ David C. Jones, Jr.,
Attorney At Law, and Friedlander & Friedlander, PC, as counsel to
the Debtor.
K-Fushion Inc. requires the counsels to:
a. advise and consult concerning questions arising in the
conduct of the administration of the estate and concerning
the Debtor's rights and remedies with regard to the
estate's assets and the claims of secured, preferred, and
unsecured creditors and other parties in interest;
b. assist in the preparation of such pleadings, Motions,
Notices, and Orders as are required for the orderly
administration of the estate; and to consult with and
advise the Debtor in connection with the operation of the
business of the Debtor;
c. prepare and file a Plan and a Disclosure Statement and to
obtain the confirmation and completion of a Plan of
reorganization, and to prepare a Final Report and a Final
Accounting;
d. appear for, prosecute, defend, and represent Debtor's
interests in suits arising in or related to this case; and
e. investigate and prosecute preference and other actions
arising under the Debtor's avoiding powers.
The firms will be paid at the hourly rate of $375.
They will also be reimbursed for reasonable out-of-pocket expenses
incurred.
David C. Jones, Jr., a partner at David C. Jones, Jr., Attorney At
Law, and Mark P. Friedlander, Jr., partner of Friedlander &
Friedlander, PC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
The firms can be reached at:
David C. Jones, Jr., Esq.
David C. Jones, Jr., Attorney At Law
10617 Jones Street, Suite 301-A
Fairfax, VA 22030
Tel: (703) 273-7350
Fax: (703) 385-3731
- and -
Mark P. Friedlander, Jr., Esq.
FRIEDLANDER & FRIEDLANDER, PC
1364 Beverly Road, Suite 201
McLean, VA 22101
Tel: (703) 893-9600
E-mail: mpfriedlander@friedlanderpc.com
About K-Fushion, Inc.
K-Fushion Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Va. Case No. 19-11945) on June 12, 2019, disclosing under $1
million in both assets and liabilities. The Debtor hired David C.
Jones, Jr., Attorney At Law, and Friedlander & Friedlander, PC, as
its attorneys.
KAIROS HOMES, L.L.C: May Use Cash from Weatherford Assets Sale
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Kairos Homes, LLC, to use, on an interim basis, cash
collateral that will be derived from proceeds of the sale of three
properties in Parker County, Texas, as follows:
(i) Lot 4, Block 2 Phase 3 Clairmont, City of Weatherford,
Parker County, Texas (as Lot 4 Old Authon Road 76088) for $289,000
to Randal Porter;
(ii) Lot 5, Block 2 Phase 3 Clairmont, City of Weatherford, Parker
County, Texas (as Lot 4 Old Authon Road 76088) for $279,000 to
Nicholas & Euguenia Castro; and
(iii) Lot 8, Block 1 Phase 3 Clairmont, City of Weatherford, Parker
County, Texas (as Lot 4 Old Authon Road 76088) for $289,000 to Mark
& Teresa Henry.
The Properties may be sold free and clear of all judgment liens,
claims, and encumbrances except purchase money, and all unpaid ad
valorem property tax liens. The proceeds will be used to satisfy
expenses aggregating $725,552 for post-petition payroll, materials,
subcontractors, rent, bills and other miscellaneous, related to the
Debtor’s business, plus a 10 percent variance on the budget.
The Debtor will also make adequate payment to the Internal Revenue
Service for the use the cash collateral with respect to the
Properties. The Debtor owe IRS for unpaid ad valorem taxes. All
title company charges and additional costs of closing as the
Bankruptcy Trustee or Debtor may authorize shall also be paid from
the proceeds. President of Kairos Homes, L.L.C., Brian Frazier,
has the authority to sign the closing and conveyance of
sale-related documents.
Hon. Mark X. Mullin ruled, with respect to unpaid ad valorem taxes,
that:
- all ad valorem property taxes for 2018 and a portion of the ad
valorem taxes for 2019 and all prior years will be paid in full at
the sale closing, plus accrued interest at the statutory rate of 1
percent per month, with the liens that secure all amounts owed for
any unpaid years remaining attached to the property and becoming
the responsibility of the purchaser.
- the purchasers will be responsible for the ad valorem taxes
due after closing for the remainder of 2019 pro-rata;
With respect to IRS interest, the Court ordered that:
* as adequate protection of the IRS's interest in the cash
collateral and property, the IRS shall be granted replacement liens
on postpetition cash collateral and property of the Debtors
(including inventory, accounts receivable, cash, cash equivalents,
intangibles, and all other post-petition property of the Debtors)
which would constitute the IRS' prepetition collateral, including
proceeds and products thereof to the same validity, extent and
priority of the IRS' liens prior to the Petition Date. These
liens, if any, shall be in addition to the liens that the IRS had
in the assets of the Debtor as of the Petition Date.
* the Debtors will file all past due tax returns, if any, within
60 days of the entry of this Order, and shall file all postpetition
federal tax returns on or before the due date, and shall pay any
balance due upon filing of the return.
Counsel to the Debtor is John Park Davis of Davis Law Firm in Fort
Worth, Texas.
About Kairos Homes
Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- a home
builder with office at 3345 Western Center Blvd, in Fort Worth,
Texas, filed for Chapter 11 petition under the U.S. Bankruptcy Code
(Bankr. N.D. Tex. Case NO. 18-43969) on Oct. 3, 2018. It disclosed
total assets of $3,006,914 and total liabilities at $1,116,717 as
of Petition Date. DAVIS LAW FIRM is the Debtor's counsel.
KIMBALL HILL: Ct. Flips Ruling Dismissing Yorkville, Fidelity Suits
-------------------------------------------------------------------
In the case captioned THE UNITED CITY OF YORKVILLE,
Plaintiff-Appellant, v. FIDELITY AND DEPOSIT COMPANY OF MARYLAND;
KIMBALL HILL, INC.; TRG VENTURE TWO, LLC; and WILLIAM RYAN HOMES,
INC., Defendants, Fidelity and Deposit Company of Maryland,
Defendant and Third-Party Plaintiff-Appellant; TRG Venture Two,
LLC, and William Ryan Homes, Inc., Defendants and Third-Party
Defendants-Appellees). THE UNITED CITY OF YORKVILLE,
Plaintiff-Appellant, v. FIDELITY AND DEPOSIT COMPANY OF MARYLAND;
KIMBALL HILL, INC.; and TRG VENTURE TWO, LLC, Defendants, (Fidelity
and Deposit Company of Maryland, Defendant and Third-Party
Plaintiff; TRG Venture Two, LLC, Defendant and Third-Party
Defendant-Appellee, Nos. 2-18-0230, 2-18-0231, 2-18-0245 cons (Ill.
App.), the Illinois Court of Appeals reverses the trial court's
ruling dismissing United City of Yorkville and Fidelity and Deposit
Company of Maryland's complaints and Fidelity's third-party
complaints. The case is remanded for further proceedings.
Defendant Kimball Hill, Inc. entered into an annexation agreement
with plaintiff, the United City of Yorkville, concerning a
subdivision that KH intended to develop. The Annexation Agreement
required, inter alia, that KH complete certain public improvements
in the subdivision. Pursuant to the Agreement, defendant and
third-party plaintiff, Fidelity and Deposit Company of Maryland
issued surety bonds to KH to secure completion of the improvements.
KH went bankrupt before completing the improvements. Before and
during the bankruptcy proceeding, defendants and third-party
defendants, TRG Venture Two, LLC, and William Ryan Homes, Inc.,
purchased lots in the subdivision from KH. When TRG and WRH refused
the City's demand to complete the public improvements, the City
sued them along with Fidelity, which in turn brought third-party
complaints against TRG and WRH. Ultimately, the trial court
dismissed both the City's complaints and Fidelity's third-party
complaints. Fidelity subsequently reached a settlement with the
City. The City and Fidelity appeal from the dismissals.
The Court holds that the City and Fidelity properly alleged that
TRG and WRH became successor owners/developers under the Annexation
Agreement and that they breached the Agreement by failing to finish
the public improvements in the subdivision. Therefore, the trial
court erred in dismissing the City's counts against TRG and WRH.
The present case is no more distinguishable from City of Elgin than
was Village of Montgomery. The City and Fidelity alleged that the
February 2005 performance bonds were issued for the purpose of
securing KH's performance as developer under the Annexation
Agreement. The record supports that allegation. The Agreement
required KH to acquire bonds to secure its completion of the public
improvements for the subdivision. The bonds did not mention the
Agreement but did describe the improvements that KH agreed to
complete in units 1 and 2 of the subdivision. Under our reasoning
in City of Elgin, it is of no consequence that WRH was not a
signatory to the bonds or that Fidelity was not a signatory to the
Agreement. Thus, we hold that the complaints adequately alleged
that, when WRH acquired KH's interests in the subdivision, a surety
relationship arose by operation of law, making WRH the principal
obligor and, hence, liable to Fidelity.
The accusation that Fidelity cites no pertinent authority is
curious, as Fidelity cites City of Elgin, which expressly holds
that a surety relationship can indeed arise by operation of law.
WRH proceeds, in this quoted passage, to make a series of emphatic
claims about surety law, and WRH makes other such claims in the
remainder of its argument. Many of them conflict with the reasoning
in City of Elgin, yet at no point in WRH's disquisition on surety
law does it even acknowledge what we said in that decision.
Therefore, we decline to regard these statements as criticisms of
City of Elgin and potential grounds for departing from it. As
noted, the facts in this case are indistinguishable from City of
Elgin on the issue of whether WRH became, by operation of law, the
principal obligor in the surety relationship created by the
February 2005 performance bonds.
The Court holds that the trial court erred in dismissing counts I
and IV of Fidelity's third-party complaint against WRH.
A copy of the Court’s Opinion dated March 20, 2019 is available
at https://bit.ly/2KgaGc9 from Leagle.com.
About Kimball Hill
Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- was one of the largest
privately-owned homebuilders and one of the 30 largest homebuilders
in the United States, as measured by home deliveries and revenues,
before filing for bankruptcy. The company operated within 12
markets, including, among others, Chicago, Dallas, Fort Worth,
Houston, Las Vegas, Sacramento and Tampa, in five regions: Florida,
the Midwest, Nevada, the Pacific Coast and Texas.
Kimball Hill, Inc., and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No.
08-10095). Ray C. Schrock, Esq., at Kirkland & Ellis LLP,
represents the Debtors in their restructuring efforts. The
Debtors' consolidated financial condition as of Dec. 31, 2007,
reflected total assets of $795,473,000 and total debts
$631,867,000.
Kimball Hill filed a Chapter 11 plan of liquidation on Dec. 2,
2008, which provides for the winding down of the Debtors' business
through a liquidation trust. With the support of the official
committee of unsecured creditors and the company's senior lenders
(estimated to recover 37% to 48% of their claims), the plan was
confirmed on March 12, 2009, and took effect 12 days later. U.S.
Bank National Association was appointed as trustee for the
Liquidation Trust.
KROG PARTNERS: Seeks to Hire Lusky & Associates as Counsel
----------------------------------------------------------
KROG Partners, LLC, seeks authority from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Lusky & Associates,
P.C., as counsel to the Debtor.
KROG Partners requires Lusky & Associates to represent and provide
legal services to the Debtor in connection with the Chapter 11
bankruptcy proceedings.
Lusky & Associates will be paid at these hourly rates:
Attorneys $385
Paralegals $85
Prior to filing of the bankruptcy case, Lusky & Associates received
the sum of $6,324.39 from the Debtor, of which $1,717 has been paid
to the court for the filing fee, $0 paid to counsel for
pre-petition work, and the balance deposited in the firm's Trust
Account.
Lusky & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Herman A. Lusky, partner of Lusky & Associates, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and their estates.
Lusky & Associates can be reached at:
Herman A. Lusky, Esq.
LUSKY & ASSOCIATES, P.C.
5743 Blair Rd.
Dallas, TX 75231
Tel: (972) 386-3900
Fax: (800) 208-6389
E-mail: mail@lusky.com
About KROG Partners
Based in Dallas, TX, KROG Partners, LLC, provides well drilling
services for oil or gas field operations.
KROG Partners sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 19-32190) on July 1, 2019. The Hon. Stacey G. Jernigan
oversees the case. In the petition signed by Robert Doviak,
manager/president, the Debtor estimated $1 million to $10 million
in both assets and liabilities. Herman A. Lusky, Esq., at Lusky &
Associates, P.C., serves as bankruptcy counsel to the Debtor.
KW1 LLC: Seeks to Expand William R. Stewart's Scope of Work
-----------------------------------------------------------
KW1, LLC has filed an amended application with the U.S. Bankruptcy
Court for the Eastern District of Virginia seeking approval to
expand the scope of work of William R. Stewart Associates, Inc.,
d/b/a Stewart and Company, as accountant.
The investigatory, consulting, advising, accounting and other
professional services William R. Stewart Associates may render
include, but are not limited to, the following:
(1) provide interim and annual bookkeeping, accounting, and
tax services;
(2) provide the Debtor with accounting and financial advice
relating to its business and financial affairs;
(3) perform all other services for the Debtor as requested by
the Debtor or its counsel that may be appropriate and
advisable in regard to the finances of its business,
including its financial affairs, or in connection with the
Chapter 11 proceedings;
(4) prepare any Federal and Virginia corporate income tax
returns;
(5) prepare all monthly reports required by the United States
Bankruptcy Court; and
(6) prepare financial information and projections in service
of the Debtors loan applications and any proposed plan of
reorganization.
William R. Stewart Associates will be paid at these hourly rates:
William R. Stewart $300
Paralegals $85 to $150
William R. Stewart Associates received from the Debtor the amount
of $2,000 on March 22, 2019, and $2,000 on April 26, 2019.
William R. Stewart, the firm's founding partner, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
William R. Stewart Associates can be reached at:
William R. Stewart, Esq.
WILLIAM R. STEWART ASSOCIATES, INC.
dba Stewart and Company
613 N Lynnhaven Rd.
Virginia Beach, VA 23452
Tel: (757) 694-2339
About KW1, LLC
KW1, LLC, is privately held company in Virginia Beach, Va., that
primarily operates in the land clearing contractor business.
KW1 filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-73923)
on Nov. 6, 2018. In the petition signed by Kevin Sims, managing
member, the Debtor disclosed total assets of $9,182,001 and
liabilities of $3,227,453. The case is assigned to Judge Frank J.
Santoro. The Debtor tapped McCreedy Law Group, PLLC, led by Greer
W. McCreedy, II, as counsel, and Roussos & Barnhart, PLC, as
co-counsel.
LANE-GLO BOWL: Unsecureds to Recoup 15% in 60 Monthly Payments
--------------------------------------------------------------
Lane-Glo Bowl, Inc., and Lane-Glo Lanes North, Inc., filed a
Chapter 11 plan and accompanying disclosure statement proposing
that General Unsecured Creditors, classified in Class 8, which
total approximately $344,000, will be paid 15% of their claims in
60 equal monthly payments or sooner.
Class 1 - Secured Claim of Bank OZK are impaired. The allowed
secured claim of OZK shall be valued at $2,825,264.15 and payable
as follows: commencing on the Effective Date of the Plan, OZK’s
allowed secured claim will be paid monthly pursuant to a 12.5-year
amortization at 6%. OZK shall retain all lien rights against the
subject real properties to the extent of the above valuation.
Class 2 - Secured Claim of Pasco County Tax Collector are impaired.
The Secured Claim of The Pasco County Tax Collector for the amount
of $49,191.80 will be paid in sixty (60) equal monthly payments of
$1,249.15 including interest at eighteen percent (18%) per annum.
Class 3 - Secured Claim of TGLFY are impaired. The LGB allowed
secured claim of TGLFY for the Tax Certificate will be amortized
over five (5) years at 5% interest with monthly payments commencing
thirty (30) days from the entry of the Confirmation Order.
Class 4 - Secured Claim of Cazenovia are impaired. The LGB allowed
secured claim of Cazenovia for the Tax Certificate will be
amortized over five (5) years at 5% interest with monthly payments
commencing thirty (30) days from the entry of the Confirmation
Order.
Class 5 - Secured Claim of Cazenovia are impaired. The LGBN allowed
secured claim of Cazenovia for the Tax Certificate will be
amortized over five (5) years at 5% interest with monthly payments
commencing thirty (30) days from the entry of the Confirmation
Order.
Class 6 - Secured Claim of Catalina are impaired. The LGBN allowed
secured claim of Catalina for the Tax Certificate will be amortized
over five (5) years at 0% interest with monthly payments commencing
thirty (30) days from the entry of the Confirmation Order.
Class 7 - Secured Claim of Pearl Capital are impaired. The Secured
Claim of this Creditor will be paid over a period of sixty (60)
months commencing thirty to forty-five (30-45) following the
Confirmation Order of the Plan and each month thereafter for a
total of sixty (60) consecutive months in the amount of $796.90.
The balance of the Pearl claim will be treated as a Class general
unsecured claim.
Class 9 Equity interest holders are impaired. This Class shall not
receive any funds from the Plan.
The Debtor will continue to operate its business. The successful
operation of the Debtor's business is essential to the
reorganization of the Debtor. The Plan provides for payment to
holders of allowed Claims, as set forth in this Plan, from the
Debtor's available funds generated by operation of its bowling and
entertainment centers.
A full-text copy of the Disclosure Statement dated July 29, 2019,
is available at https://tinyurl.com/y5ss6kx2 from PacerMonitor.com
at no charge.
The Plan was filed by Steven M. Fishman, Esq., in Clearwater,
Florida, on behalf of the Debtor.
About Lane-Glo Bowl
Lane-Glo Bowl, Inc., filed a voluntary Chapter 11 petition (Bankr.
M.D. Fla. Case No. 18-05861) on July 16, 2018, listing under $1
million in both assets and liabilities, and is represented by Joel
S. Treuhaft, Esq., at Palm Harbor Law Group, P.A. The petition was
signed by Chris L. Langlo, president.
LASV INC: Hires Bielat Santore as Real Estate Broker
----------------------------------------------------
LASV, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of New Jersey to employ Bielat Santore & Company, as real
estate broker to the Debtor.
LASV, Inc. requires Bielat Santore to market and sell the Debtor's
liquor license, and other personal properties.
Bielat Santore will be paid a commission of 7% of the sales price.
Bielat Santore will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Barry Bielat, partner of Bielat Santore & Company, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Bielat Santore can be reached at:
Barry Bielat, Esq.
BIELAT SANTORE & COMPANY
201 Main St.
Allenhurst, NJ 07711
Tel: (732) 531-4200
About LASV, Inc.
LASV Inc., a privately held company in Seaside Heights, New Jersey,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 19-14218) on Feb. 28, 2019. At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million. The case is assigned to
Judge Kathryn C. Ferguson. The Law Office of Eugene D. Roth is the
Debtor's counsel.
LIT'L PATCH OF HEAVEN: Seeks to Hire Wadsworth Garber as Counsel
----------------------------------------------------------------
Lit'l Patch of Heaven Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Wadsworth
Garber Warner Conrardy, P.C., as counsel to the Debtor.
Lit'l Patch of Heaven requires Wadsworth Garber to:
a. provide the Debtor with legal advice with respect to their
powers and duties;
b. aid the Debtor in the development of a plan of
reorganization under Chapter 11;
c. file the necessary petitions, pleadings, reports, and
actions which may be Chapter 11;
d. take necessary actions to enjoin and stay until final
decree herein continuation of pending proceedings and to
enjoin and stay until final decree herein commencement of
lien foreclosure proceedings and all matters as may be
provided under the bankruptcy code; and
e. perform all other legal services for the Debtor which may
be necessary herein.
Wadsworth Garber will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
The Debtor paid Wadsworth Garber a retainer in the amount of
$24,965.50.
Wadsworth Garber will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Aaron A. Garber, partner of Wadsworth Garber Warner Conrardy, P.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Wadsworth Garber can be reached at:
Aaron A. Garber, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Tel: (303) 296-1999
Fax: (303) 296-7600
E-mail: agarber@wgwc-law.com
About Lit'l Patch of Heaven Inc.
Lit'l Patch of Heaven Inc., based in Thornton, CO, filed a Chapter
11 petition (Bankr. Colo. Case No. 19-16119) on July 17, 2019. In
the petition signed by Jeff Kraft, CEO, the Debtor estimated $1
million to $10 million in assets and $500,000 to $1 million in
liabilities. The Hon. Michael E. Romero presides over the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.,
serves as bankruptcy counsel.
LIZZA EQUIPMENT: Hires Coast Marine Services as Appraiser
---------------------------------------------------------
Lizza Equipment Leasing, LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Coast Marine Services, as appraiser to the
Debtor.
Lizza Equipment requires Coast Marine Services to inspect and
appraise the 2005 Trinity Barge -- 200 feet by 35 feet by 12 feet,
located at the Troy Wall.
Coast Marine Services will be paid a flat fee of $550.
Guy Falkenheimer, partner of Coast Marine Services, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Coast Marine Services can be reached at:
Guy Falkenheimer
COAST MARINE SERVICES,
23 Pine Hill Park
Valatie, NY 12184
Tel: (518) 265-3605
About Lizza Equipment Leasing
Azzil Granite Materials, LLC, is a supplier of high friction
granite aggregates for the New York City/Long Island market.
Magnolia Associates owns a 134 acres property with quarry located
at 925 Rt. 4, White Hall, NY 12887 valued by the Company at $15
million.
Lizza Equipment Leasing, LLC, based in Hackettstown, NJ, and its
affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case
No. 19-21763) on June 12, 2019. In the petition signed by Carl J.
Lizza, co-managing member, Lizza Equipment Leasing disclosed $90 in
assets and liabilities of $987,830; Azzil Granite Materials, LLC
disclosed total assets of $813,825 and total liabilities of
$23,859,263; and Magnolia Associates disclosed total assets of
$15,317,480, and total liabilities of $13,137,533.
The Hon. Michael B. Kaplan oversees the cases.
Daniel M. Stolz, Esq., at Wasserman Jurista & Stolz, P.C., serves
as bankruptcy counsel to the Debtors.
LOTUS BUSINESS: Seeks to Hire Van Horn Law as Counsel
-----------------------------------------------------
Lotus Business, LLC d/b/a Triton Stone of Fort Lauderdale, seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Van Horn Law Group, Inc., as counsel to the
Debtor.
Ocean Star Productions requires Van Horn Law to:
a. give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued
management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Van Horn Law will be paid at these hourly rates:
Chad Van Horn, Esq. $450
John Schank, Esq. $350
Associates $350
Jay Molluso $300
Law Clerks $175
Paralegals $175
Van Horn Law will be paid a retainer in the amount of $12,500.
Van Horn Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Chad T. Van Horn, the firm's founding partner, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Van Horn Law can be reached at:
Chad T. Van Horn, Esq.
VAN HORN LAW GROUP, INC.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
E-mail: Chad@cvhlawgroup.com
About Lotus Business
d/b/a Triton Stone of Fort Lauderdale
Lotus Business L.L.C. is a privately held home improvement company
that supplies marble, granite, tile, and natural stone.
Lotus Business L.L.C., based in Fort Lauderdale, FL, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-19402) on July
16, 2019. In the petition signed by Josh Kessler, manager, the
Debtor estimated up to $50,000 in assets and $1 million to $10
million in liabilities. The Hon. John K. Olson oversees the case.
Chad T. Van Horn, Esq., at Van Horn Law Group, serves as bankruptcy
counsel.
LVBK LLC: Court Dismisses Suit Without Prejudice vs Bank of America
-------------------------------------------------------------------
District Judge Richard F. Boulware, II dismisses the case captioned
LVBK, LLC, a Nevada limited liability company, Plaintiff, v. BANK
OF AMERICA, N.A.; DOES I through X and ROE CORPORATIONS I through
X, Defendants, Case No. 2:18-cv-00676-RFB-NJK (D. Nev.) without
prejudice.
The Plaintiff sued the Defendant in state court on Feb. 28, 2018,
alleging a single claim for declaratory relief to quiet title of a
property. The Defendant removed the matter to this Court on April
13, 2018 and answered the Complaint on May 7, 2018.
The Defendant moves for judgment on the pleadings, arguing that the
Plaintiff claims title based on a void quitclaim deed since the
deed was not recorded in compliance with Judge Nakawaga's
Bankruptcy Order -- an order referenced on the face of the
quitclaim deed. The Defendant points to Plaintiff's failure to file
the quitclaim within fourteen days and failure to file the
Bankruptcy Order. Thus, Defendant contends that Plaintiff never
acquired an interest in the property. Plaintiff, therefore, had no
interest in the property when it moved the first deed of trust -- a
motion never served on Defendant at its proper address.
The Plaintiff replies that Defendant's argument relies on an
alleged sales agreement, which cannot be judicially noticed at this
stage of the proceedings. Plaintiff also contends that a question
of fact exists: whether the Trustee waived its right to have the
Order recorded with the deed of trust by reaffirming the sale after
the alleged deadline to record passed. Plaintiff finally argues
that Defendant must be estopped from disputing Plaintiff's
ownership interest under the doctrines of claim preclusion and
collateral estoppel since the Defendant was represented by counsel
and an active participant in the bankruptcy proceedings for Sanchez
and for Plaintiff. Despite actively participating, Defendant failed
to contest Plaintiff's interest in the property until now--nearly
two years after the Plaintiff's Bankruptcy Plan was granted.
The Court finds that the instant dispute requires the
interpretation of Judge Nakagawa's Orders. Specifically, the Court
finds that the validity or invalidity of the initial transfer of
the property from the estate to the Plaintiff depends upon the
interpretation and application of Judge Nakagawa's two orders
regarding sale of the property from the estate. This finding gives
rise to bankruptcy court jurisdiction. "[I]t is well recognized
that a bankruptcy court has the power to interpret and enforce its
own orders." Further, "[c]ases arising under section 1334(b) are in
turn delegated to the bankruptcy courts through 28 U.S.C. section
157." The Ninth Circuit has held that the forgoing results in
bankruptcy courts having "jurisdiction over [a] declaratory
judgment action if such an action requir[es] a bankruptcy judge to
determine the effect of a prior order of the bankruptcy court[.]"
Indeed, "[r]equests for bankruptcy courts to construe their own
orders must be considered to arise under title 11" and thus fall
within the jurisdiction of bankruptcy courts.
Based on this, the Court, therefore, finds that the bankruptcy
court, rather than this Court, is the proper court to address the
dispute between the parties: whether the terms of the Bankruptcy
Order automatically void the quitclaim deed. The Court dismisses
this matter without prejudice and grants Plaintiff leave to move to
reopen the matter, if necessary, after receiving an order from the
bankruptcy court.
A copy of the Court's Order dated March 19, 2019 is available at
https://bit.ly/2KiYA1Z from Leagle.com.
LVBK, LLC, Plaintiff, represented by Bob Peterson , Durrant
Peterson LLP & Neil B. Durrant, Durrant Peterson LLP.
Bank of America, N.A., Defendant, represented by Ariel E. Stern,
Akerman LLP & William S. Habdas, Akerman, LLP.
About LVBK
LVBK, LLC, acquired a number of properties from bankruptcy court
auctions. It then attempted to work with the lenders, but the
lenders would not cooperate with the company and commenced
foreclosure. LVBK then filed for bankruptcy to stop the
foreclosures.
LVBK, LLC, sought Chapter 11 protection (Bankr. D. Nev. Case No.
14-17789) on Nov. 21, 2014. Judge August B. Landis is assigned to
the case. The Debtor disclosed assets at $2.84 million and
liabilities at $49,742. The petition was signed by Steven T.
Gregory, manager. The Debtor tapped David J. Winterton, Esq., at
David J. Winterton & Assoc., Ltd., as counsel.
MARTIN MIDSTREAM: S&P Alters Outlook to Stable, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Texas-based master
limited partnership Martin Midstream Partners L.P. (Martin) to
stable from negative and affirmed the 'B' issuer credit rating. S&P
also raised the issue-level rating on Martin's senior unsecured
notes due February 2021 to 'B' from 'B-' and revised its recovery
rating to '3' (50%-70%; rounded estimate: 55%), from '5' (10%-30%;
rounded estimate: 20%).
S&P said, "The outlook revision to stable reflects a significant
improvement in the partnership's liquidity profile in the second
quarter of 2019, which stemmed from the sale of Cardinal Gas
Storage for a net price of $210 million in June, and a
corresponding reduction of the outstanding borrowings under the
revolving credit facility. In addition, Martin reduced the credit
facility to $400 million from $500 million and extended its
maturity date to August 2023, which increased the partnership's
weighed average debt maturity to about 3.3 years. S&P also notes
that Martin's liquidity and forward-looking credit metrics
benefited from a 50% reduction of quarterly distributions to $0.25
from $0.50 in the second quarter of 2019, which the rating agency
expects to allow the partnership to partially self-fund the
company's capital spending initiatives.
"The stable outlook reflects Martin's improved liquidity profile
driven by the renewal of the revolving credit facility, weighted
average debt maturity of more than three years, sizable reduction
of distributions, and the sale of the Cardinal Gas Storage
facility. S&P anticipates that the partnership will refinance its
unsecured notes due 2021 before the end of the year. The rating
agency forecasts adjusted debt to EBITDA below 5x in 2019,
approaching 4.3x in 2020.
"We could take a negative rating action if debt to EBITDA
deteriorates to above 5x on a sustained basis. In addition, we
could lower the rating if the credit quality of MRMC declines," S&P
said.
"We could consider a positive rating action if the partnership
sustains a leverage ratio below 4.5x while improving its scale,"
the rating agency said.
MEDICAL IMAGING: Ruling in Manshadi Suit vs Bleggi Partly Flipped
-----------------------------------------------------------------
The appeals case captioned DR. JAVAD D. MANSHADI, et al.,
Plaintiffs-Appellants, v. ALBERT BLEGGI, M.D., et al.,
Defendants-Appellees, Case No. 18 MA 0016 (Ohio App.) arises from
the Jan. 23, 2018, decision of the Mahoning County Court of Common
Pleas to grant summary judgment in favor of Appellees after
concluding that Appellants' claims for fraud, conversion and
declaratory judgment are either moot or could not succeed in a
trial on the merits. Appellants contest only the trial court's
decision regarding Counts 1 and 4 of their multi-count complaint.
Upon review, the Court of Appeals of Ohio reverses the judgment of
the trial court only regarding Count 1 of the complaint, as the
Article 9 sale failed to conform with the Uniform Commercial Code
requirement that reasonable notice be given to a debtor prior to a
sale of collateralized assets. Therefore, the judgment of the trial
court is affirmed in part and partially reversed and remanded to
the trial court.
Appellants present four assignments of error. Assignments of error
two and four relate to the denial of Appellants' summary judgment
motion which are not properly raised in this appeal. As genuine
issues of material fact exist regarding the validity of the
underlying Article 9 sale of all of the collateralized equipment,
Appellant's first assignment of error has merit and is sustained.
Regarding Appellants' breach of contract claim, the original oral
agreement between the parties required a one-time, lump-sum payment
of either $300,000 or $350,000. The payment terms were subsequently
modified when Appellees began paying, and Appellants began
accepting, monthly installment payments over a number of years.
Because the modified payment terms provided for installment
payments of the amount for a period of over one year, the statute
of frauds requires this contract to be memorialized in writing. As
there is no written agreement between the parties, the trial court
did not err in granting summary judgment to Appellees on the breach
of contract claim. As such, Appellants' third assignment of error
is without merit and is overruled.
Therefore, the judgment of the trial court is reversed only as it
pertains to Count 1 of Appellants' complaint for conversion of the
subject equipment. The remainder of the trial court's judgment is
affirmed and the matter is remanded to the trial court for further
proceedings according to law.
A copy of the Court's Opinion dated March 19, 2019 is available at
https://bit.ly/2OIweTb from Leagle.com.
Atty. Stephen P. Hanudel, 124 Middle Avenue, Suite 900, Elyria,
Ohio 44035, for Plaintiffs-Appellants.
Atty. Andrew R. Zellers, Atty. Richard G. Zellers, Richard G.
Zellers & Associates, Inc., 3810 Starrs Centre Dr., Canfield, Ohio
44406, for Defendants-Appellees.
Medical Imaging Network, Inc. filed for chapter 11 bankruptcy
protection (Bankr. N.D. Ohio Case No. 05-43631) on June 20, 2005,
with total assets of $2,340,428 and total debts of $6,839,290.
MIAMI LIMO: Unsecureds to Get $2,000 Quarterly for 5 Years
----------------------------------------------------------
Miami Limo Drivers, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Florida its second amended plan of
reorganization.
The principal facet of this Plan of Reorganization is to downsize
the number of vehicles maintained on a full-time basis by the
Debtor. The vehicles not being retained will be
surrendered/returned to the various Creditors which hold liens or
from whom the vehicles are leased. Balances owed on the
surrendered/returned vehicles will be treated as unsecured debt.
The vehicles retained will be paid in accordance with the original
terms of financing or leasing unless otherwise agreed to between
the parties. Priority Tax/Governmental Claims. The Debtor will make
full payment for such outstanding claims on the Effective Date.
Unsecured creditors with allowed claims will be paid a quarterly
dividend of $2,000 commencing on the Effective Date, followed by 19
quarterly cash payments thereafter over a five year period.
Equity interests will remain unimpaired based on their commitment
to contribute to the funding of the Plan in order to make possible
the payment of the secured tax claims.
A copy of the Second Amended Plan is available at
https://tinyurl.com/y3v4rdbw from Pacermonitor.com at no charge.
About Miami Limo Drivers
Miami Limo Drivers, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-11356) on Feb. 5, 2018. The Debtor
estimated up to $50,000 in assets and $500,000 to $1 million in
debt. The Debtor hired Advantage Law Group, P.A., as attorney.
MILLERS LANE: Court Grants Use of Cash Collateral
-------------------------------------------------
Millers Lane Center, LLC, won approval from the Bankruptcy Court to
use cash collateral in the ordinary course of its business, pending
a final hearing on Aug. 27, 2019 and further Court Order.
The Court rules that as adequate protection to Eclipse Bank, the
Debtor will grant Eclipse Bank a continued security interest in the
rents derived from the prepetition or postpetition real property of
the Debtor as existed in the cash collateral before the Petition
Date. Moreover, the Debtor will pay Eclipse monthly, to be applied
to both principal and interest (a) $3,339 and (b) $1,947 for two
separate loan accounts contracted with Eclipse Bank.
The final hearing scheduled for Aug. 27, 2019 will be at 10 a.m.
Counsel to Eclipse Bank can be reached at:
Earl C. Mullins, Jr.
Masters Mullins & Arrington
1012 S. 4th St.
Louisville, Kentucky 40203
Telephone: 502.582.2900
E-mail: ecmjr615@aol.com
About Millers Lane
Millers Lane Center LLC is a privately held company in the general
rental centers industry. Millers Lane sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case
No.19-32095) on July 2, 2019. In the petition signed by its
managing member, Mark S. Brewer, the Debtor estimated assets and
liabilities of less than $10 million. Kaplan Johnson Abate & Bird
LLP is the Debtor's counsel.
MISSION RECREATION: Taps James R. Shetlar as Legal Counsel
----------------------------------------------------------
Mission Recreation, Inc., received approval from the U.S.
Bankruptcy Court for the District of Kansas to hire James R.
Shetlar Law Offices, P.A., as its legal counsel.
The firm will represent the Debtor in a case it filed against
National Catastrophic Restoration, Inc., in the District Court of
Johnson County, Kan.
The firm received a retainer of $5,000 to cover the initial
investigation and preparation of the case.
James Shetlar, Esq., disclosed in court filings that his firm does
not and will not represent any other entity having an adverse
interest in connection with the case.
The firm can be reached through:
James R. Shetlar, Esq.
James R. Shetlar Law Offices, P.A.
Santa Fe Law Building, 8000 Foster
Overland Park, KS 66204
Phone: 913-648-3220
Fax: 913-648-3357
About Mission Recreation
Privately held Mission Recreation Inc. owns a mini-golf course
located at 5399 Martway, Mission, Kansas, valued at $306,000. Its
gross revenue amounted to $939,284 in 2016, $1.26 million in 2015,
and $1.82 million in 2014.
Mission Recreation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 17-22143) on Nov. 3, 2017.
In the petition signed by Beverly A. O'Donnell, its president, the
Debtor disclosed $2.01 million in assets and $642,990 in
liabilities. Judge Robert D. Berger oversees the case.
James R. Shetlar Law Offices, P.A., is the Debtor's counsel.
MJW FILMS: Sept. 11 Hearing on Disclosure Statement
---------------------------------------------------
The Court will consider the approval of the Disclosure Statement
explaining the Chapter 11 Plan of MJW Films LLC at a hearing on
Wednesday, September 11, 2019, at 2:30 p.m. The Disclosure
Statement Hearing will be held in Courtroom 301, at the U.S.
Courthouse and Federal Building, 230 N. First Avenue, 3rd Floor,
Phoenix, AZ 85003, with appearances also available at James A.
Walsh Federal Courthouse, 38 S. Scott Avenue, Courtroom 329,
Tucson, AZ 85701.
The objection must be filed and served by September 4, 2019 (which
date is at least seven (7) calendar days prior to the Disclosure
Statement Hearing).
About MJW Films and JW Films
MJW Films, LLC and J Wick Productions, LLC are movie production
companies based in Gilbert, Arizona. MJW Films and J Wick filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the
petitions signed by John Glassgow, designated representative, the
Debtors estimated $1 million to $10 million in both assets and
liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C.,
represents the Debtors.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 16, 2018. The committee is represented
by May, Potenza, Baran & Gillespie PC.
NICHOLAS L. HUGENTOBLER: Court Grants Animas OK to Use Cash
-----------------------------------------------------------
Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado granted the request of Nicholas L.
Hugentobler, P.C., doing business as Animas Foot and Ankle, to
extend the final order to use cash collateral, based on a revised
budget, to September 30, 2019. The final order to use the cash
collateral was previously approved on March 12, 2019.
Alpine, Strategic Funding, and Complete Business Solutions Group
are the Debtor's secured creditors.
About Nicholas L. Hugentobler
Nicholas L. Hugentobler, P.C., doing business as Animas Foot and
Ankle, is a medical practice incorporated in Colorado, which
employs board certified physicians and offers treatment for feet
and ankles.
Based in Durango, Colorado, Nicholas L Hugentobler filed a
voluntary petition pursuant to Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 18-20352) on Nov. 29, 2018. In the
petition signed by Nicholas L. Hugentobler, president, the Debtor
disclosed $1,683,547 in assets and $2,822,012 in liabilities. The
Hon. Michael E. Romero is the case judge. Jeffrey S. Brinen, Esq.
at Kutner Brinen, P.C., represents the Debtor.
NORANDA ALUMINUM: Partial Summary Ruling vs Insurers Partly Granted
-------------------------------------------------------------------
In the case captioned NORANDA ALUMINUM HOLDING COMPANY, Plaintiff,
v. XL INSURANCE AMERICA, INC., ET AL., Defendants, C.A. No.
N17C-01-152 WCC CCLD (Del. Super.), the Superior Court of Delaware
granted in part and denied in part Plaintiff's Motion for Partial
Summary Judgment and denied Defendants' Motions for Partial Summary
Judgment.
This litigation stems from property insurance policies that
Defendants issued to Plaintiff for the period of May 18, 2015 to
May 18, 2016. The policies at issue "provide coverage to Noranda
for physical damage and time element loss resulting from two
accidents at a Noranda aluminum production facility located in New
Madrid, Missouri." Plaintiff contends that the Insurers "breached
their insurance contracts with regard to Noranda's time element
losses resulting from the accidents ... with the Insurers offering
to pay only a small fraction of Noranda's actual losses." The
Defendants argue that they have not breached the policies because
various provisions in the insurance contracts preclude coverage for
Noranda's time element claims.
There are three primary issues that require the Court's attention
at this junction of the litigation. They relate to (1) the sale of
the New Madrid facility, (2) the effect of payroll no longer being
disbursed, and (3) the "idle periods" exclusion to time element
coverage.
The Court finds there is nothing in the policy that requires
Noranda to maintain an insurable interest in the New Madrid
Facility throughout the entire period of liability it is claiming
time element coverage, however long that might be. More
specifically, the contract states that the "Policy insures time
element loss ... directly resulting from physical loss or damage of
the type insured ... during the Periods of Liability described in
this section." The period of liability is measured "starting from
the time of physical loss or damage of the type insured and ending
when with due diligence and dispatch the building and equipment
could be repaired or replaced and made ready for operations, under
the same or equivalent physical and operating conditions that
existed prior to the damage." There is simply nothing in those two
clauses requiring Plaintiff to have an insurable interest in the
facility at the time the period of liability ends, and again, the
Court declines to read such a requirement into the policy now. The
contract language itself supports Noranda's position that it was
only required to have an insurable interest in the New Madrid Plant
when the period of liability begins at "the time of the physical
loss or damage of the type insured." If Defendants wanted to
prevent recovery upon the sale of the property, they could have
easily made that a requirement under the policy. It would have been
simple to do so, and the Court will not now do what the Insurers in
hindsight wish they had done.
Therefore, Plaintiff's Motion for Partial Summary Judgment on the
Insurers' Sale of the Plant Defense is granted. Consequently,
Defendants' Cross-Motion for Partial Summary Judgment is denied.
On the second issue, the Court holds that because the policy does
not cover any time element losses attributable to bankruptcy, it
follows that any "ordinary payroll" saved by Noranda as a result of
its bankruptcy proceedings should not factor into the gross
earnings loss calculation. Only "ordinary payroll" saved on the two
potlines affected by the physical property damage that the policy
covers should be deducted from "Gross Earnings," as used in
subparagraph "a." Any "ordinary payroll" saved on the third potline
that was idled due to Noranda's bankruptcy is irrelevant to the
calculation of recoverable gross earnings. Therefore, Defendants'
Motion for Partial Summary Judgment on Non-Continuing Payroll is
denied.
The Court also finds there is a genuine factual dispute between the
parties as to what actually caused Noranda's interruption in
operation and the resulting losses for which it is seeking
recovery. As such, summary judgment is inappropriate and it is for
the jury, not the Court, to decide what it believes caused
Noranda's alleged losses and subsequently whether the Insurers'
idle periods exclusion prevents recovery under the policy. Under
the facts submitted to the Court, it cannot conclude that no
rational trier of fact could find in Plaintiff's favor. Defendants
will have their opportunity to convince the jury of the merits of
this position, but it does not rise to the level that justifies
summary judgment. Therefore, Defendants' Motion for Partial Summary
Judgment regarding the idle periods exclusion is denied.
A copy of the Court's Memorandum Opinion dated March 21, 2019 is
available at https://bit.ly/33fyxA5 from Leagle.com.
David J. Baldwin, Esquire ; Carla M. Jones, Esquire ; Potter
Anderson & Corroon LLP, 1313 North Market Street, Sixth Floor,
Wilmington, DE 19801. Attorneys for Plaintiff.
David B. Goodwin, Esquire , (Argued); Christine S. Haskett, Esquire
, (Argued); Nicholas M. Lampros, Esquire ; Rebecca A. Jacobs,
Esquire ; Covington & Burling LLP, One Front Street, San Francisco,
CA 94111. Attorneys for Plaintiff.
John L. Reed, Esquire ; Ethan H. Townsend, Esquire ; Harrison S.
Carpenter, Esquire -- harrison.carpenter@dlapiper.com -- DLA Piper
LLP, 1201 North Market Street, Suite 2100, Wilmington, DE 19801.
Attorneys for Defendants.
John N. Love, Esquire ; Jonathan D. Mutch, Esquire , (Argued);
Matthew P. Cardosi, Esquire ; Robins Kaplan LLP, 800 Boylston
Street, Suite 2500, Boston, MA 02199. Attorneys for Defendants.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No.
16-10083) on Feb. 8, 2016. The petitions were signed by Dale W.
Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Office of the U.S. Trustee in February 2016 appointed seven
creditors of Noranda Aluminum Holding Corp. and its affiliated
debtors to serve on the official committee of unsecured creditors.
Lowenstein Sandler LLP serves as Committee counsel and Houlihan
Lokey Capital, Inc., serves as Committee as financial advisor and
investment banker.
NORTHERN DYNASTY: EPA Withdraws Obama-Era Proposed Determination
----------------------------------------------------------------
Northern Dynasty Minerals Ltd. reports the U.S. Environmental
Protection Agency has taken action to withdraw a Proposed
Determination initiated by the Obama Administration in 2014 under
Section 404(c) of the Clean Water Act in an attempt to veto
southwest Alaska's Pebble Project before it received an objective,
scientific regulatory review under the National Environmental
Policy Act.
"Today's announcement means the Environmental Impact Statement
("EIS") and permitting process for the Pebble Project currently
being led by the US Army Corps of Engineers (the "Corps") may
advance to a final Record of Decision in 2020 without the cloud of
uncertainty created by EPA's unprecedented, pre-emptive regulatory
action," said Northern Dynasty President & CEO Ron Thiessen. "The
Corps expects to finalize the Pebble EIS in early 2020 and issue a
final Record of Decision by the middle of next year."
The following is excerpted from a statement released today by the
Pebble Limited Partnership, Northern Dynasty's 100%-owned US
subsidiary:
"Finally, this Administration has reversed the outrageous federal
government overreach inflicted on the State of Alaska by the Obama
Administration," said Pebble Partnership CEO Tom Collier.
"This was an action and an Administration that sought to vastly
expand EPA's authority to regulate land use on state, private and
Native-owned lands throughout the United States, and in doing so
kill one of America's most important mineral projects before a
development plan was proposed or a comprehensive EIS permitting
review was undertaken. The Proposed Determination lifted today was
a preemptive veto that had never before been attempted in the
45-year history of the Clean Water Act - a fact acknowledged by the
former Administrator’s senior staff."
EPA's Proposed Determination was not based on a development plan
proposed by the Pebble Partnership, but on 'hypothetical mining
scenarios' prepared by EPA itself, and assessed in an 'alleged'
scientific study known as the Bristol Bay Watershed Assessment
("BBWA"). Following extensive hearings in the House Committee on
Science, Space and Technology, the BBWA was determined to be both a
result of an abuse of due process and an unfortunate attempt on
EPA's part to justify its pre-determined intent to kill the Pebble
Project before a development plan was proposed or a fair,
science-based regulatory review was undertaken.
"Since its founding in 1970, the same year the National
Environmental Policy Act was signed into law, the Natural Resources
Defense Council ("NRDC") has championed NEPA and the EIS process as
'the Magna Carta of environmental protection'," Collier said of the
national environmental activist organization that has spearheaded
the campaign against Pebble, including through secret collusion
with Obama's EPA.
"In the singular instance of Pebble, however, NRDC has demanded
that a project be killed before an EIS is completed. Could it be
the NRDC is scared that, if Pebble's development plan is afforded
the opportunity to be comprehensively reviewed by independent
experts, it will be found to be permittable under federal and state
law, and pose no risk to the salmon fisheries of Bristol Bay?"
Northern Dynasty and the Pebble Partnership expressly thanked
Alaska Governor Mike Dunleavy for his leadership in encouraging EPA
to withdraw its Proposed Determination.
Collier stated: "As Governor Dunleavy clearly recognizes, major
companies will not invest in resource development in Alaska if
projects can be vetoed before they receive a fair review. Alaska
has needed this kind of leadership for years. Governor Dunleavy
appears to be fulfilling his pledge to make sure the world knows
Alaska is open for business, and supports responsible resource
development."
The formal withdrawal of EPA's Proposed Determination is one of a
series of important milestones that Pebble believes demonstrate it
is progressing steadily toward a positive Record of Decision.
Others include:
* In December 2017, Pebble submitted a permit application to
the Corps for a project with a substantially smaller
development footprint and enhanced environmental safeguards.
This includes: elimination of cyanide from mineral
processing; removal of all mine facilities from the Upper
Talarik drainage; no permanent waste rock storage on
surface; enhanced tailings storage facility safety and
stability measures; and, more robust water management and
treatment capabilities. Pebble's application was accompanied
by ~$150 million of environmental baseline data -- one of
the most extensive such databases ever submitted for a
mining project in America.
* In February 2019, the Corps issued the Draft EIS for the
Pebble Project - the first time a truly objective, expert
analysis of Pebble's potential environmental impacts has
been published in the more than 10 years that debate about
the project has raged. The Company believes the Draft EIS
makes clear that the proposed mine will not harm Bristol Bay
fisheries.
* In November 2018 and May 2019, PLP announced Right-of-Way
Agreements with two Alaska Native village corporations with
extensive landholdings near Pebble, securing access to a
transportation corridor to serve the proposed mine. The
agreements make Alaska Peninsula Corporation and Iliamna
Natives Limited partners in the Pebble enterprise, and
demonstrate local Alaska Native support for the project.
* In addition to overwhelmingly electing pro-development
Governor Mike Dunleavy in November 2018, Alaska voters
rejected an anti-development ballot measure promoted by its
proponents as a means to stop Pebble by a margin of more
than 2:1.
"The withdrawal of the Proposed Determination...the proposal for a
smaller, environmentally optimized mine...the Draft EIS conclusions
regarding the Bristol Bay salmon fishery...the published schedule
for the Final EIS and Record of Decision...and the favorable
political climate in Alaska - together, these factors give us a
high level of confidence that we will get a permit," Collier said.
Collier predicted that opponents of the Pebble Project will say
withdrawal of the Proposed Determination means that Pebble will
likely get a permit, but "only because the political fix is in."
"My view is that they are only half right," he said. "They are
right when they say Pebble believes it is likely to get a permit,
but not because the fix is in – rather, because our smaller,
environmentally enhanced mine plan meets the high environmental
standards and permitting requirement enforced in the US and Alaska,
and should receive a permit."
Collier further predicted that opponents will say, notwithstanding
today's withdrawal of the Proposed Determination, that EPA can
always initiate a new veto process next year "Really? Why in the
world would EPA withdraw a proposed veto today, if it intends to
initiate a new one in less than a year?" he asked.
As proposed, the Pebble Project is expected to generate tens of
millions of dollars in State government revenues each year at a
time when the State of Alaska is facing a fiscal crisis. It is
also expected to support some 2,000 Alaska jobs, with average
compensation for mine workers in excess of $100,000/year.
About Northern Dynasty Minerals
Northern Dynasty -- http://www.northerndynastyminerals.com/-- is a
mineral exploration and development company. Northern Dynasty's
principal asset, owned through its wholly-owned Alaska-based US
subsidiary Pebble Limited Partnership, is a 100% interest in a
contiguous block of 2,402 mineral claims in southwest Alaska,
including the Pebble deposit. The Company is listed on the Toronto
Stock Exchange under the symbol "NDM" and on the NYSE American
Exchange under the symbol "NAK". The Company's corporate office is
located at 1040 West Georgia Street, 15th floor, Vancouver, British
Columbia.
Northern Dynasty reported a net loss of C$15.95 million for the
year ended Dec. 31, 2018, compared to a net loss of C$64.86 million
for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company
had C$161.92 million in total assets, C$13.71 million in total
liabilities, and C$148.21 million in total equity.
Deloitte LLP, in Vancouver, Canada, the Company's auditor since
2009, 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, stating that the Company incurred
a net loss during the year ended Dec. 31, 2018 and, as of that
date, the Company's consolidated deficit was $487 million. These
conditions, along with other matters, raise substantial doubt about
its ability to continue as a going concern.
NULEAN INC: Priority Creditors to Get Full Payment Over 60 Months
-----------------------------------------------------------------
Nulean, Inc., filed a Plan of Reorganization and accompanying
disclosure statement proposing to pay priority claims either 100%
of the allowed amount of the claim, together with interest from the
Effective Date of the Plan at the Applicable Federal Rate, payable
in 60 monthly payments, commencing 90 days after the Effective Date
of the Plan and continuing monthly thereafter until paid in full,
with Nulean reserving the right to prepay the claim without penalty
or premium; or Cash on the Effective Date of the Plan, equal to
100% of the allowed amount of such claim.
Class 2: The Secured Claim of Suhail Al Sahli are impaired. Mr. Al
Sahli shall retain his lien and be paid at his contract rate of
interest. The monthly payment will be reduced to $1,250.00 and the
term of his loan will be extended until paid in full.
Class 3: Unsecured Claims are impaired. Within ten (10) days of the
deposit of funds in the Unsecured Claim Funds, the Debtor shall
make a Pro-Rata distribution of payments to Holders of Allowed
Unsecured Claims. Each Holder of an Allowed Claim in Class 3 shall
receive its Pro-Rata Share of funds deposited in the Unsecured
Creditors Fund. The Debtor shall have paid all outstanding amounts
owed to Holders of Allowed Unsecured Claims by the fifth (5th)
anniversary of the Effective Date of the Plan.
Class 4: Unsecured Claims of Insiders are impaired. The Class 4
creditors be receive no payments until the holders of claims in all
senior classes are paid in full. Once the senior classes are paid
in full, the unsecured claims of insiders will be paid in full in
equal monthly payments over 60 months.
Class 5: Equity Security Holders are impaired. The Class 5
creditors will receive the balance of any funds remaining after the
senior classes are paid in full. If no funds remain, these
creditors will receive no payments under this plan.
The Plan is the culmination of the Debtor's efforts to restructure
its business affairs and emerge from Chapter 11 in a viable
position. The Debtor's continued efforts will then be channeled to
funding distributions to Holders of Allowed Claims from future
earnings from rents and his other business activities.
A full-text copy of the Disclosure Statement dated July 29, 2019,
is available at https://tinyurl.com/y3ft68ws from PacerMonitor.com
at no charge.
The Plan was filed by Richard John Cole, III, Esq., at Cole & Cole
Law, P.A., in Sarasota, Florida, on behalf of the Debtor.
About Nulean, Inc.
Nulean Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 19-02176) on March 14, 2019. The
petition was signed by Tadeuz Sztykowski, president. At the time of
the filing, the Debtor had estimated assets and liabilities of less
than $100,000.
The case is assigned to Judge Michael G. Williamson. The Debtor
tapped Cole & Cole Law, P.A. as legal counsel and K Company Realty
LLC as real estate broker.
No committee of unsecured creditors has been appointed in the
Debtor's case.
ORCHARD HILLS: Files Chapter 11 Plan of Reorganization
------------------------------------------------------
Orchard Hills Baptist Church, Inc., filed a Chapter 11 plan and
accompanying disclosure statement proposing that Allowed Claims of
General Unsecured Creditors, classified in Class 5, will be paid
per one of the following three options:
(a) the full amount of the Allowed Claim in Cash, by the later
of (i) within fourteen (14) days after the Effective Date of the
Plan and (ii) the date on which such Claim becomes an Allowed
Claim;
(b) in Cash installments together with Plan Interest on each
anniversary of the Effective Date of the Plan, until the fifth
anniversary of the Effective Date (provided that such Reorganized
Debtor may prepay the balance of any such Allowed Claim, including
accrued Plan Interest, through the payment date); or
(c) the lesser amount or other treatment as the holder of an
Allowed Class 5 Unsecured Claim and the Reorganized Debtor might
otherwise agree.
Class 1 - Non-Tax Priority Claims are impaired. Any Holder of an
Allowed Class 1 Claim shall be paid in full within the later of
fourteen (14) days after the Effective Date or the date of
allowance of such claims, which date of payment shall be deemed to
be the Effective Date with respect to any such Claims.
Class 2 - Allowed Secured Claim of SummitBridge National
Investments VI, LLC are impaired. The Class 2 Secured Claim will be
satisfied in full as follows: The Reorganized Debtor shall pay the
allowed amount of the Class 2 Secured Claim, together with Plan
Interest, amortized over 360 months, in 83 equal monthly
installments of approximately $16,036 each, commencing on the last
day of the month following the month in which the Effective Date
occurs, with a like payment on or before the last day of each month
thereafter, with a final balloon payment of the remaining balance
as the 84th payment, such that the Class 2 Secured Claim will be
paid in full in 84 payments.
Class 3 - Allowed Secured Claim of J&A Finance, LLC are impaired.
The Allowed Class 3 Secured Claim, if any, shall be paid by the
Reorganized Debtor in the same manner provided for the Class 2
Secured Claim.
Class 4 - Allowed Unsecured Administrative Convenience Class are
impaired. The holders of Allowed Unsecured Claims in Class 4 the
lesser of (i) the amount of each holder's Allowed Unsecured Claim
and (ii) $3,000. Each holder of an Allowed Unsecured Claim in
Classes 5 and 6 (whose alleged Claim exceeds $3,000) who chooses to
opt-into Class 4 in lieu of receiving the treatments provided in
Classes 5 and 6 agrees, as a condition of opting into Class 4, that
such holder's payment under Class 4, like the other payment
recipients in Class 4, shall be in full satisfaction of all Claims
of the holder against Debtor and the Reorganized Debtor.
Class 6 - Allowed Unsecured Deficiency Claims are impaired. Holders
of Claims in Class 6 who do not elect to be included in Class 4
will be paid on account of such Claims as follows: The Reorganized
Debtor shall pay the allowed amount of each Class 6 Unsecured
Deficiency Claim, together with Plan Interest, amortized over 360
months, in 83 equal monthly installments, commencing on the last
day of the month following the month in which the Effective Date
occurs, with a like payment on or before the last day of each month
thereafter, with a final balloon payment for the remaining balance
of the particular Allowed Class 6 Claim as the 84th payment, such
that each Class 6 Claim will be paid in full in 84 payments.
Class 7 - Interests of the Debtor are impaired. The Debtor will
retain its Interest in all property of the Bankruptcy Estate and
all associated rights.
The Reorganized Debtor may establish a Plan Expense Reserve for the
purpose of funding and implementing the Plan. On the Effective
Date, or as soon thereafter as reasonably practicable, the
Reorganized Debtor may create a reserve for Plan expenses,
including Litigation Costs necessary to adequately fund litigation
which the Reorganized Debtor in its business judgment determines is
likely to produce a recovery in excess of the costs of pursuing the
Cause of Action, which will be called the Plan Expense Reserve. The
Reorganized Debtor may transfer an appropriate amount of Cash into
such plan accounts as the Reorganized Debtor deems necessary and
desirable to fund pay Plan expenses efficiently and promptly. Funds
required for implementation of the Plan and distributions under the
Plan shall be provided from the regular operation of the Debtor's
church as projected in the Budget.
A full-text copy of the Disclosure Statement dated July 29, 2019,
is available at https://tinyurl.com/y29tnv3o from PacerMonitor.com
at no charge.
The Plan was filed by Ward Stone, Jr., Esq., and David L. Bury,
Jr., Esq., at Stone & Baxter, LLP, in Macon, Georgia, on behalf of
the Debtor.
About Orchard Hills Baptist Church
Orchard Hills Baptist Church, Inc., a religious organization based
in Newnan, Ga., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-10897) on May 7, 2019.
At the time of the filing, the Debtor estimated assets of between
$1 million and $10 million and liabilities of between $1 million
and $10 million.
PARADIGM TELECOM: Sale, Liquidation of Assets to Fund Plan
----------------------------------------------------------
Paradigm Telecom II, LLC, filed a disclosure statement in
connection with its chapter 11 plan.
Class 2 under the plan consists of the allowed unsecured claims.
The Debtor believes the claims in this class will total
approximately $21,000,000. However, many of the Claims may well be
objected to by the Debtor or Counsel for the Unsecured Creditors
Committee, Walker & Patterson, P.C. Class 2 claimants will be paid
pro-rata an initial distribution of 5% of their allowed claim on
the Effective Date. An escrow will be established for the dividends
which are as yet not allowed by order of the court and to which
objections remain. Thereafter, after payment of the incurred and
unpaid expense of administration claims post-petition, a quarterly
distribution of 90% of the funds then on hand will be distributed
on a pro-rata basis.
The Debtor proposes to sell substantially of its executory
contracts. The proceeds of the sale will go into the Escrow Account
created for distribution pursuant to the plan and/or order of the
Court. Such Escrow Account will be for the benefit of holders of
allowed claims and interests pursuant to the terms of the plan. The
plan is based on the sale/liquidation of substantial assets of the
Debtor.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y55y77n9 from Pacermonitor.com at no charge.
About Paradigm Telecom II LLC
Paradigm Telecom II, LLC -- http://www.paradigmtelecom.com/-- is a
provider of communications infrastructure to carrier providers.
Its services include ethernet, dark fiber, DAS and small cell,
fiber to the tower, and international voice and data. It was
founded in 2001 and is headquartered in Houston, Texas.
Paradigm Telecom II sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 18-34112) on July 27,
2018. In the petition signed by Brian Beers, president, the Debtor
disclosed that it had estimated assets of less than $500,000 and
liabilities of $1 million to $10 million.
Judge Jeff Bohm presides over the case. Richard L. Fuqua, II,
Esq., at Fuqua & Associates, PC, serves as the Debtor's bankruptcy
counsel.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors on Sept. 18, 2018. The committee tapped Walker
& Patterson, P.C. as its legal counsel.
PERKINS & MARIE: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Perkins & Marie Callender's, LLC
aka Perkins & Marie Callenders Inc.
aka Perkins Restaurant & Bakery
aka Foxtail Foods
6075 Poplar Avenue, Suite 800
Memphis, TN 38119-4709
Business Description: The Debtors are operators and franchisors of
family-dining and casual-dining restaurants,
under their two highly-recognized brands:
(i) their full-service family dining
restaurants located primarily in Minnesota,
Iowa, Wisconsin, Ohio, Pennsylvania and
Florida under the name "Perkins Restaurant
and Bakery" and (ii) their mid-priced, full-
service casual-dining restaurants,
specializing in the sale of pies and other
bakery items, located primarily in
California and Nevada under the name "Marie
Callender's Restaurant and Bakery". As of
the Petition Date, the Debtors own 111
Perkins restaurants located in eleven
states, and franchise 255 Perkins
restaurants located in 30 states and four
Canadian provinces. Similarly, as of the
Petition Date, the Debtors own and/or
operate 28 Marie Callender's restaurants
located in three states, and franchise
21 Marie Callender's restaurants located
in two states and Mexico. Thus, the Debtors
own, operate or franchise over 400
restaurants throughout the United States,
Canada and Mexico. Visit
https://www.perkinsrestaurants.com for more
information.
Chapter 11 Petition Date: August 5, 2019
Ten affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Perkins & Marie Callender's, LLC (Lead Case) 19-11743
MCID, Inc. 19-11744
Perkins & Marie Callender's Holding, LLC 19-11745
Wilshire Beverage, Inc. 19-11746
FIV, LLC 19-11747
Marie Callender Pie Shops, LLC 19-11748
P&MC's Real Estate Holding LLC 19-11749
MC Wholesalers, LLC 19-11750
P&MC's Holding Corp. 19-11751
PMCI Promotions LLC 19-11752
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Kevin Gross
Debtors'
Local
Counsel: Daniel J. DeFranceschi, Esq.
Michael J. Merchant, Esq.
Zachary I. Shapiro, Esq.
Brett M. Haywood, Esq.
Megan E. Kenney, Esq.
Sarah E. Silveira, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: defranceschi@rlf.com
merchant@rlf.com
shapiro@rlf.com
haywood@rlf.com
kenney@rlf.com
silveira@rlf.com
Debtors'
General
Bankruptcy
Counsel: Scott L. Alberino, Esq.
Joanna Newdeck, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
2001 K Street N.W.
Washington, D.C. 20006
Tel: (202) 887-4000
Fax: (202) 887-4288
Email: salberino@akingump.com
jnewdeck@akingump.com
Debtors'
Investment
Banker: HOULIHAN LOKEY, INC.
Debtors'
Financial
Advisor: FTI CONSULTING
Debtors'
Claims,
Notice &
Balloting
Agent: KURTZMAN CARSON CONSULTANTS LLC
https://www.kccllc.net/PMC
Perkins & Marie
Callender's, LLC's
Estimated Assets: $50 million to $100 million
Perkins & Marie
Callender's, LLC's
Estimated Liabilities: $100 million to $500 million
The petition was signed by Jeffre D. Warne, president and chief
executive officer.
A full-text copy of Perkins & Marie's petition is available for
free at:
http://bankrupt.com/misc/deb19-11743.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. US Foods Trade Vendor $3,834,368
SDS 12-0815 P.O. BOX 86
Minneapolis, MN 55486- 0815
Tom Mclaughlin
Tel: 847-720-3148
Email: Tom.Mclaughlin@usfoods.com
2. Justin Norwalt Litigation TBD
27200 Agoura Road, Suite 101 Settlement
Calabasas, CA 91301
Kenneth S. Gaines, Esq.
Tel: 818-703-8985
3. Batory Foods Trade Vendor $245,664
P.O. Box 75162
Chicago IL 60675
Kaitlyn Wilson
Tel: 847-299-2134
Email: kwilson@batoryfoods.com
4. SCF RC Funding L, LLC Landlord $195,370
47 Hulfish Street, Suite 210
Princeton, , NJ 8542
Hillary Hai
Tel: 609-436-0613
Email: Hillary.Hai@Stonebriarcf.com
5. WF PP Realty, LLC Landlord $170,257
770 Lexington Avenue
New York, NY 10065
Robert (Bob) Friedman
Tel: 212-744-9675
Email: rgface@gmail.com
6. H. Nagel & Son Co INC Trade Vendor $156,921
707 Harrison-Brookville
RD, Unit #220
West Harrison, IN 47060
Michael Norris
Tel: 513-665-4550
Email: mnorris@brightonmill.com
7. Ballas Egg Product Corp. Trade Vendor $156,246
Dept 78914, P.O. Box 78000
Detroit, MI 48278
Craig Ballas
Tel: 740-453-0386
Email: craig@ballasegg.com
8. Freshpoint Of Southern Calif. Trade Vendor $143,704
155 N Orange Avenue
City of Industry, CA 91744
Jesse Fonseca
Tel: 626-855-1400
Email: jesse.fonseca@freshpoint.com
9. SIMPLEVMS Trade Vendor $136,582
7373 Beechmont Ave
Suite L140
Cincinnati, OH 45230
10. Bono Burns Dist Inc. Trade Vendor $114,725
3616 South Big Bend Blvd
St. Louis, MO 63143
Gerard Burns
Tel: 800-873-2666
Email: gburns@bonoburns.com
11. Individual Foodservice Trade Vendor $89,831
5496 Lindbergh Lane
Bell, CA 90201
Arron Fishbain
Tel: 517-244-6490
Email: arron@tradesuppliesinc.com
12. AFCO Insurance $88,705
Dept 0809, P.O. Box 120809
Dallas, TX 75312-0809
Denise Gagnon
Tel: 617-261-6100
Email: denise.gagnon@chubb.com
13. Highwoods Realty Landlord $86,214
6410 Poplar Avenue, Suite 140
Memphis, TN 38119
Steven L. Guinn
Tel: 901-683-2444
Email: steve.guinn@highwoods.com
14. Departure Marketing Agency $83,820
427 C Street Suite 406
San Diego, CA 92101
Emily Rex
Tel: 619-269-9598
Email: Emily.rex@dptr.co
15. Ace / Chubb Insurance $80,668
Dept Ch 10123
Palantine, IL 60055-0123
Denise Gagnon
Tel: 617-261-6100
Email: denise.gagnon@chubb.com
16. Merchants Cold Storage Trade Vendor $76,407
240 Shortland Drive
Walton, KY 41904
Skip Hawk
Tel: 513-621-6633
Email: skip@mcstorage.com
17. Cognizant Trade Vendor $72,591
500 Frank W Burr Blvd 3F
Teaneck NJ 7666
Gowri Shankar
Tel: 201-801-0233
Email: GowriShankar.Giri@cognizant.com
18. Smeltzer Orchard Co Inc. Trade Vendor $64,820
6032 Joyfield Rd
Frankfort MI 49635
Tim Brian
Tel: 231-882-4421
Email: tim@smeltzerorchards.com
19. Coca Cola Trade Vendor $64,269
P.O. Box 101194
Atlanta, GA 30392
Zach Hinkle,
Tel: 314-202-0380
Email: zhinkle@coca-cola.com
20. Grassland Dairy Products, Inc. Trade Vendor $61,898
P.O. Box 689921
Chicago, IL 60695-9921
Jeff Koozer
Tel: 715-267-6182
Email: jkoozer@hwingredients.com
21. Cherry Central Trade Vendor $58,700
P.O. Box 988
Traverse City, MI 49685-0988
Susan Kendall
Tel: 231-946-1860
Email: susan@kendallfruit.com
22. Charles Schwab 703180 Employee Benefits $58,415
401 K, P.O. Box 2391
Austin, TX 78768
James McDowell
Tel: 512-344-3938
23. Green Bay Packaging Inc. Trade Vendor $55,320
Bin No 53139
Milwaukee, WI 53288
Brad Tilkens
Tel: 920-498-4032,
Email: btilkens@gbp.com
24. Goodwin Tucker Group Inc. Trade Vendor $52,558
P.O. Box 3285
Des Moines, IA 50316
Tel: 515-262-9308
25. Toof Commercial Printing Trade Vendor $50,737
4222 Pilot Drive
Memphis, TN 38118
Stillman McFadden
Tel: 901-274-3632,
Email: smcfadden@toofamericandigital.com
26. Lineage Logistics ICM LLC Trade Vendor $50,639
3251 De Forest Circle
Mira Loma, CA 91752
James Keeler
Tel: 402-250-5316
Email: jkeeler@lineagelogistics.com
27. National Retail Properties, LP Landlord $49,157
27 450 S. Orange Ave., Suite 900
Orlando, , FL 32801
Jill Fussell
Tel: 407-650-3679
Jill.fussell@nnnreit.com
28. Holton Food Products Co Inc. Top Vendor $48,180
500 W Burlington Ave
Lagrange, IL 60525
Tel: 708-352-5599
Email: info@holtonfp.com
29. DJ-9, Inc. Landlord $47,671
2805 W. Horatio Street
Tampa, Florida 33609
David M. D'Onofrio
Tel: 813-348-0111
Email: david@dmdproperties.net
30. AWC Packaging Trade Vendor $45,446
140 N Maple Street #102
Corona, CA 92880
Tel: 951-272-1080
Email: kwilliams@awcpackaging.com
PG&E CORP: Tort Committee Taps Trident as Consultant
----------------------------------------------------
The official committee of tort claimants of PG&E Corporation and
Pacific Gas and Electric Company seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Trident DMG LLC as its communications consultant.
The firm will assist the Debtors in the preparation of a
communications plan for tort claimants through the committee's
statutory website and other media.
Trident will be compensated for its consulting services in the
amount of $45,000 for the first month and $35,000 for each month
thereafter. The firm will also receive reimbursement for
work-related expenses.
Trident is "disinterested" within the meaning of Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Adam W. Goldberg
Trident DMG LLC
1700 K Street NW, Suite 825
Washington, D.C. 20006
Phone: (202) 899-3834
Email: info@tridentdmg.com
About PG&E Corp
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The creditors' 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.
PHOENIX HELIPARTS: Loses Summary Judgment Bid in Third-Party Suit
-----------------------------------------------------------------
Magistrate Judge John Z. Boyle denies Third-Party Defendants'
Darrin and Tina Cannon, f/d/b/a Phoenix Heliparts, Inc.'s motion
for summary judgment on all remaining counts in the case Syntelco
Limited, Plaintiff, v. Robert Reish, Defendant, No.
CV-17-00598-PHX-JZB (D. Ariz.).
The third-party-litigation stems from the Azerbaijan Ministry of
Defense's suit of Robert Reish over his alleged breach of a
contract between them regarding the purchase and sale of a MD
Helicopter, Model 369FF, Serial No. 0041FF. Defendant Reish has
filed a third-party complaint against the Cannons alleging fraud
relating to matters arising out of and relating to the 41FF and
seeking equitable indemnity as to AMOD's claims against him. On
Summary Judgment, the Cannons allege that Reish has waived his
third-party claims against them for all actions that are the
subject of this action.
Phoenix Heliparts, Inc. was a corporation that dealt in aircraft
resoration and sales. PHP was operated by Tina Cannon, President,
and Darrin Cannon, vice president of operations. Reish hired PHP on
multiple occasions to assist with the purchase, restoration, and
sale of various aircraft.
On Feb. 13, 2014, PHP and Reish executed a contract for PHP to sell
Reish the 41FF, the helicopter at issue in this action. The 41FF
had previously been wrecked, and PHP needed to make significant
repairs before it could deliver it to Reish in compliance with the
41FF sales agreement. Reish alleges that PHP failed to complete the
repairs on the 41FF, render it airworthy, or deliver it to Reish by
the delivery deadline. As late as September 2015, Reish was still
pushing PHP to finish the 41FF so he could sell it to another
party.
The Cannons argue that "[t]he parties certainly intended that Reish
would release all claims of whatever nature the liquidation trust
had the obligation to defend, including ones arising against the
Cannons from their acts with Phoenix Heliparts, Inc. before the
liquidation trust was formed" and "[t]he agreement would be worth
almost nothing to the liquidation trust if the case were
otherwise." The Court agrees. But nothing obligates the Litigation
Trust to defend the Cannons against allegations of fraud. To be
sure, the Trust Declaration clearly limits its assumption of
liability for causes of action against the Debtor to those actions
involving "all fees payable pursuant to Section 1930 of title 28 of
the United States Code," "any expenses incurred and unpaid, or to
be incurred, by the Liquidation Trustee in the performance of its
administrative duties in respect of the winding up of the Debtor'
Estates, including the filing of final tax returns," and "any
obligations owing by the Trust pursuant to the Plan and unpaid . .
. specifically excluding any Claims which have been barred or
discharged pursuant to the Plan."
The Court must interpret the agreement consistent with the
demonstrated intent of the parties. Here, the Cannons were not
party to the Agreement, and they have failed to present evidence
showing that their interests were contemplated by those who were.
Accordingly, the Court finds that the Cannons are not covered by
the release clause of the Agreement, and that Reish has not waived
his claims-at-bar against them. Accordingly, the Cannon's Motion
for Summary Judgment is denied.
A copy of the Court's Order dated March 19, 2019 is available at
https://bit.ly/2KyLhcy from Leagle.com.
Syntelco Limited, a Limited Liability Company, Authorized Agent for
Republic of Azerbaijan, Plaintiff, represented by Jacqueline
Michelle Whipple -- jacqueline.whipple@dentons.com -- Dentons US
LLP, Michael J. Sullivan, Ashcroft Law Firm LLC & Steven Martin
Aaron -- steven.martin@dentons.com -- Dentons US LLP.
Robert Reish, an Individual, Defendant, represented by H. Lee
Horner, Jr., Goldstein Horner & Horner Attorneys & Paul L. Cass,
Law Office of Paul L Cass.
Tina M Cannon, Wife & Darin Cannon, Husband, ThirdParty Defendants,
represented by Marcus Austin Kelley, Goldman & Zwillinger PLLC,
Scott H. Zwillinger, Goldman & Zwillinger PLLC & Shaun Thomas
Kuter, Goldman & Zwillinger PLLC.
Robert Reish, an Individual, ThirdParty Plaintiff, represented by
H. Lee Horner, Jr., Goldstein Horner & Horner Attorneys & Paul L.
Cass, Law Office of Paul L Cass.
About Phoenix Heliparts
Phoenix Heliparts Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Arizona (Phoenix) (Case No. 15-12003) on September 18, 2015.
The petition was signed by Tina Cannon, president. The case is
assigned to Judge Daniel P. Collins.
The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.
PITBULL REALTY: Asks Court to Use Cash Collateral
-------------------------------------------------
Pitbull Realty Group, Inc., asks the U.S. Bankruptcy Court for the
District of New Hampshire (i) to use cash collateral for the period
between Aug. 1, 2019 and Oct. 31, 2019, to pay necessary expenses
in the ordinary course of its business, and (ii) to provide
adequate protection to certain of its secured creditors.
Specifically, the Debtor asks the Court to spend up to $6,646 of
the cash collateral related to the interest held by Primary Bank,
or more than $8,970 of the cash collateral tied to the interest of
Provident Bank, for the period between Aug. 1, 2019 and Oct. 31,
2019. The Debtor also seeks approval of stipulations entered into
by one or more of the First Priority Record Lienholders or any
Record Lienholder that may be presented to the Court at a
preliminary or final hearing on this motion.
Primary Bank holds first priority mortgages and a collateral
assignment of rents on the Debtor’s properties at (a) 351 South
Stark Highway, Weare, New Hampshire, and (b) 16 South Willow
Street, Manchester, New Hampshire, to secure payment of $814,000,
evidenced by a promissory note in the original principal amount of
$817,000. Primary Bank also claims a second, blanket mortgage on
the Properties. Certain lienholders of record claim to hold junior
liens on the Properties: Charles R. Sargent, Sr., and Flare
Investments, LLC. Provident Bank holds first priority mortgages
and a collateral assignment of rents on the Debtor’s property at
55 and 72 Sullivan Street, Claremont, New Hampshire, to secure
payment of approximately $292,000, evidenced by promissory notes in
the original principal amount of $296,000. As adequate protection,
the Debtor proposes to pay Primary Bank $1,929 and $826; and
Provident Bank $876 on a monthly basis beginning Aug. 1, 2019 until
end of the use term from August 1 to Oct. 31, 2019.
With respect to the Subject Properties, the Debtor proposes to pay
property insurance; water, sewer and property taxes; electric,
trash and fuel expenses. The Debtor also proposes to immediately
deposit into separate DIP bank accounts all cash collateral subject
to lien held by Primary Bank and Provident Bank. Moreover, the
Debtor proposes a "winding down" proviso, pursuant to which the
Court may order payments for any administrative claims for wages
and trade creditors and suppliers during the period covered by the
request. It shall also file Monthly Operating Reports.
William S. Gannon, Esq., counsel to the Debtor, says that the
Debtor expects to be able to reorganize itself for the benefit of
its creditors and equity holders. The use of cash collateral, he
asserts, is essential to an effective reorganization of the Debtor.
About Pitbull Realty
Pitbull Realty Group, Inc., is a limited liability company engaged
in single asset real estate, with principal place of business at
373 South Willow Street, Manchester, New Hampshire. Pitbull Realty
Group Inc. sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-10923) on June 28, 2019. The Debtor estimated less than $1
million in assets and/or liabilities. WILLIAM S. GANNON PLLC is
the Debtor's counsel.
PULMATRIX INC: Incurs $7.84 Million Net Loss in Second Quarter
--------------------------------------------------------------
Pulmatrix, Inc., filed with the Securities and Exchange Commission
on Aug. 5, 2019, its quarterly report on Form 10-Q reporting a net
loss of $7.84 million on $4.81 million of revenues for the three
months ended June 30, 2019, compared to a net loss of $6.18 million
on $0 of revenues for the three months ended June 30, 2018.
The revenue for the second quarter of 2019 was the result of the
recognition of income pursuant to the Cipla Agreement. The
increase in net loss was primarily due to the 2019 impairment of
goodwill, partially offset by the $4.8 million of revenue
recognized in the second quarter of 2019.
For the six months ended June 30, 2019, the Company reported a net
loss of $13 million on $4.81 million of revenues compared to a net
loss of $11.40 million on $153,000 of revenues for the same period
last year.
As of June 30, 2019, the Company had $37.04 million in total
assets, $18.95 million in total liabilities, and $18.09 million in
total stockholders' equity.
As of June 30, 2019, Pulmatrix had $31.8 million in cash, compared
to $2.6 million as of Dec. 31, 2018. In April 2019, Pulmatrix
completed a financing that resulted in $16.6 million of total gross
proceeds and executed a Definitive Agreement with Cipla for the
co-development and commercialization of Pulmazole.
In early May 2019, Pulmatrix received a $22 million upfront payment
from Cipla. Following the completion of the initiated Phase 2
clinical trial, both parties will equally share costs related to
the future development and commercialization of Pulmazole and will
equally share worldwide free cash flow from future sales of
Pulmazole.
Research and development expenses for the second quarter of 2019
were $3.2 million, compared to $4.0 million for the same period
last year. The decrease was primarily due to decreased employment
costs. General and administrative expenses for the second quarter
of 2019 were $3.1 million, compared to $2.1 million for the same
period last year. The increase was primarily due to increased
stock compensation charges and legal expenses. Pulmatrix recorded
a charge of $6.5 million for impairment of goodwill in the second
quarter of 2019. This non-cash charge did not have a comparable
charge in 2018 and is related to assets that were recorded as part
of the purchase accounting for the reverse merger that took place
in 2015.
Q2 2019 Highlights
Pulmatrix achieved several clinical and business milestones which
reflect the Company's progress. These milestones include the
following:
* Initiated the global, multi-site Phase 2 clinical study of
Pulmazole for the treatment of ABPA
* Completed a $16.6 million public offering extending cash
runway beyond the completion of our Pulmazole Phase 2
clinical trial
* Entered into strategic partnership with Cipla Technologies
LLC for the development and commercialization of Pulmazole
-- Received $22 million upfront payment
-- Agreement lays foundation for Phase 2 study evaluating
Pulmazole, the iSPERSE formulation of anti-fungal drug
itraconazole, in asthmatic patients with allergic
bronchopulmonary aspergillosis (ABPA)
-- Expands global opportunity, leveraging Cipla's presence
in 170 countries and extensive global network
"Our partnership with Cipla is off to a great start and the
initiation of our Pulmazole Phase 2 clinical trial was a
significant step forward for the Company. The trial is fully
funded with data anticipated in Q3 2020," said Ted Raad, chief
executive officer of Pulmatrix.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/YLZ1Eg
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage
biotechnology company focused on the discovery and development of
novel inhaled therapeutic products intended to prevent and treat
respiratory diseases and infections with significant unmet medical
needs. The Company's proprietary product pipeline is focused on
advancing treatments for serious lung diseases, including
Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA,
and PUR1800, a narrow spectrum kinase inhibitor for patients with
obstructive lung diseases including asthma and chronic obstructive
pulmonary disease. Pulmatrix's product candidates are based on
iSPERSE, its proprietary engineered dry powder delivery platform,
which seeks to improve therapeutic delivery to the lungs by
maximizing local concentrations and reducing systemic side effects
to improve patient outcomes.
Pulmatrix incurred a net loss of $20.56 million in 2018 following a
net loss of $18.05 million in 2017. As of March 31, 2019,
Pulmatrix had $13.99 million in total assets, $3.79 million in
total liabilities, and $10.19 million in total stockholders'
equity.
Marcum LLP, in New York, NY, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated Feb. 19,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company continues to have
negative cash flow from its operations, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
REFINITIV US: Fitch Puts BB IDR on Rating Watch Positive
--------------------------------------------------------
Fitch Ratings has placed the ratings of Refinitiv Parent Ltd. and
Refinitiv US Holdings, Inc., including the 'BB' Issuer Default
Rating, on Rating Watch Positive. This follows yesterday's
announcement that London Stock Exchange Group plc will acquire
Refinitiv in an all-stock transaction valuing Refinitiv at $27
billion, or approximately 12.3x LTM ended June 30, 2019,
Fitch-calculated Adjusted EBITDA of $2.2 billion.
The transaction creates a diversified global financial
infrastructure group with leading segment market shares generating
combined 2018 revenue and Adjusted EBITDA of approximately GBP6.4
billion and GBP2.6 billion, respectively. Fitch believes the
acquisition is a credit positive given LSE's announced intention to
refinance all of Refinitiv's $13.5 billion of outstanding debt.
The transaction is an all-stock deal in which Refinitiv
shareholders will receive newly issued LSE shares for each share of
Refinitiv held. As a result, Refinitiv's current owners will have
approximately 37% economic interest and less than 30% voting
interest in LSE. These shares will be subject to a two year lock up
post the transaction's completion with one-third becoming saleable
annually thereafter over the next three years.
Key Rating Drivers
Refinitiv Carveout Rationale: Fitch viewed the basis for
Refinitiv's carveout from Thomson Reuters Corporation (TRI;
BBB+/Stable) cautiously, although the platform's importance has
been validated by LSE's announced acquisition. Fundamentally, the
underlying challenges facing Refinitiv's desktop business remain
roughly the same regardless of its ownership. Leveraging
Blackstone's and potentially LSE's financial services industry
relationships are a modest positive at best. The opportunity to
remove $650 million in costs on a run-rate basis net of standalone
costs would be a credit positive on its own, but is overwhelmed by
interest expense associated with the significant amount of
acquisition-related debt. However, despite the substantial interest
payments, Refinitiv is expected to generate FCF over the rating
horizon.
Improving Operating Profile: Fitch believes Refinitiv's top line
will continue to perform comparably to the recent past, meaning low
single-digit top-line growth assuming no further strategic desktop
pricing adjustments. Margin expansion has been significant,
increasing 420 bp in 1H19 driven primarily by $380 million of
run-rate savings already realized. Fitch expects margins to
continue to improve based on company expectations of $650 million
in total cost savings (Fitch's rating case assumes only $545
million, or 84%, are realized).
Leverage and Capital Structure: Closing total leverage of 7.5x
before synergies was high for the 'BB' category. However, as of
Mach. 31, 2019, pro forma total leverage, including run rate costs
reductions and excluding associated realization costs, had declined
to approximately 6.4x driven almost exclusively by EBITDA growth.
Fitch notes this is in line with its rating case expectations that
early leverage improvement would be driven by EBITDA growth due to
Refinitiv's minimal required amortization. Fitch expects leverage
to approach 5.0x over the rating horizon, driven by margin
expansion initially and debt repayment in the outer years as it
expects more than two-thirds of FCF to be used for debt repayment.
Refinitiv's weighting towards secured debt in its capital structure
(85% of total debt) holds the secured debt notching at +1, despite
the expected superior recovery, and drives the -2 unsecured debt
notching. Fitch excludes the HoldCo perpetual preferred PIK
securities from its leverage calculations as it is outside the
rated entity, structurally subordinated and has no security or
liquidity requirements.
Market Position: Refinitiv is the leading provider of commodities
asset coverage and foreign exchange (FX) data. It provides the
largest platform for real-time FX pricing and transaction data to
the largest number of traders in the world. It also has one of the
leading positions for trading fixed income, derivatives and money
market products through Tradeweb, which offers a global
multi-dealer-to-client platform. In addition, the open nature of
its data management platform has been well received by both
sell-side and buy-side users.
TRI Relationship: Fitch views Refinitiv's association with TRI
positively. TRI lacks majority economic and voting control, which
is atypical in parent-subsidiary linkage (PSL) situations, but
Fitch finds TRI's influence over Refinitiv's strategic decisions
and large equity stake warrant the PSL. This includes TRI's control
of four of nine board seats, consent rights over fundamental
matters and operational overlap with the 30-year Reuters news
agreement (which will survive an acquisition by LSE) and three-year
reciprocal back office support agreement. Although 5x steady state
leverage would be consistent with a 'BB-' rating, even for a data
analytics and processing business, Fitch believes the TRI
relationship warrants a one-notch uplift to 'BB'.
Derivation Summary
Refinitiv Parent Ltd. (BB/Stable) is comparably positioned among
financial information providers and business services DAP peers
with meaningful scale, good margins with a potential to operate
closer to more highly-rated peers with synergies and strong FCF
generation. Absent leverage associated with Thomson Reuters' 2018
sale of 55% of Refinitiv to Blackstone Group, the company's
business and financial profile would be consistent with the lower
to middle part of the 'BBB' rating category. Leverage associated
with the transaction makes the company an outlier relative to peers
and more consistent with the lower end of the 'BB' category.
However, Fitch includes Refinitiv's continued strong relationship
with Thomson Reuters post transaction as a component of the 'BB'
rating, given Thomson Reuters' board position and consent rights,
and operational and support agreements between the companies.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Low single digit revenue growth reflecting mid-single digit
data platform growth and modest declines in desktop;
-- Eight points of margin expansion with realization of $550
million run rate synergies net of $90 million standalone costs by
year four;
-- Debt pay down limited to expected amortization and excess cash
flow payments.
-- $450 million capex, $100 million bolt-on acquisitions, and $30
million - $40 million cash pension contributions annually.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- The Rating Watch will be resolved positively if LSE completes
its announced acquisition of Refinitiv and refinances all of
Refinitiv's outstanding debt.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- The Rating Watch Positive would be removed if LSE does not
complete the acquisition of Refinitiv or does not refinance all of
Refinitiv's debt.
Liquidity and Debt Structure
Adequate Liquidity: As of June 30, 2019, Refinitiv had $693 million
of cash available for use ($132 million held in subsidiaries
subject to restrictions) and $616 million of revolver availability.
Over the rating horizon, Fitch assumes Refinitiv will maintain
sufficient cash balances to operate in the normal course, generate
approximately $400 million to $800 million of FCF annually, and
have full access to its $750 million revolver excluding LCs.
Debt Profile: Refinitiv's debt structure is heavily weighted
towards secured debt, with roughly 85% of transaction-related debt
comprising first-lien secured instruments (revolver, term loans and
notes). Maturities are concentrated over a two-year period, with
$8.6 billion due in 2025 (term loan outstandings at maturity
assuming required amortization payments only) and $4.3 billion due
in 2026 (notes). Although the $750 million revolver matures in
2023, Fitch does not expect any outstandings at maturity given the
company's expected FCF generating capability.
RELIANCE MANUFACTURING: Gets More Time to File Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
the period during which only Reliance Manufacturing Inc. can file a
Chapter 11 plan and disclosure statement to Sept. 27.
The company needs to reconcile all claims in order to propose a
"complete, viable and effective" plan that accounts for all claims
and to conclude possible negotiations with creditors, according to
court filings.
The deadline to submit proofs of claims against the company expired
on April 1. After an assessment of the claims, Reliance objected
to Claim Nos. 9 and 10 filed by AAA and to Claim No. 7 filed by
Bautista Cayman Asset Company, which has yet to be considered by
the court.
About Reliance Manufacturing
Reliance Manufacturing, Inc., is a privately-held home builder in
San Juan, Puerto Rico.
Reliance Manufacturing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-05778) on Oct. 1, 2018.
In the petition signed by Gilberto Media Safon, president, the
Debtor disclosed $441,201 in assets and $2,788,977 in liabilities.
Judge Hon. Brian K. Tester presides over the case. The Debtor
tapped MRO Attorneys at Law, LLC as its legal counsel; and Tamarez
CPA, LLC as its accountant.
RESOLUTE SECURITY: Unsecured Creditors to be Paid in Full at 2%
---------------------------------------------------------------
Resolute Security Group, Inc. filed a small business disclosure
statement in connection with its proposed chapter 11 plan dated
July 30, 2019.
Class 1 under the plan consists of the allowed general non-insider
unsecured claims. This class will be paid in full, no later than
Dec. 31, 2024, payable in equal quarterly installments on a
pro-rata basis, commencing approximately 12 months after the
Effective Date of the plan, with the first payment occurring in the
calendar quarter immediately after all priority unsecured claims
are paid in full, and bearing interest at 2% per annum from the
Effective Date.
Class 2 consists of the allowed general insider unsecured claims.
This class will be paid in full, no later than Dec. 31, 2026,
payable in equal quarterly installments on a pro-rata basis, after
all Class 1 non-insider unsecured claims are paid in full, bearing
interest at 2% per annum from the Effective Date.
The Debtor will fund the proposed plan payments through revenues
from its ongoing business operation. Based on the Debtor’s
revenue and budget projections, Debtor believes that it will
continue to earn sufficient revenues to fund the plan as proposed.
A copy of the Disclosure Statement dated July 30, 2019 is available
at https://tinyurl.com/yyxb9j2f from Pacermonitor.com at no charge.
About Resolute Security Group
Founded in 2000, Resolute Security Group, Inc. --
http://www.resolutesg.com-- provides consulting and security
support solutions individually to business needs and personal
demands of its diverse clientele. The Company offers protective,
security services, technology, risk management, private armed
response, and investigative/litigation support services. The
Resolute team has been called to assist and respond to all types of
situations and circumstances ranging from general security
awareness and increases in physical security presence to specific
threats of violence and critical incident management. The company
is based in Minden, Nevada.
The company filed for chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 19-50119) on Jan. 31, 2019, with estimated assets and
liabilities of $1 million to $10 million respectively. The petition
was signed by John H. Gimple, president.
REVOLAR TECHNOLOGY: Unsecureds to Recoup 100% at 4% Over 4 Yrs
--------------------------------------------------------------
Revolar Technology, Inc., filed a Chapter 11 plan and accompanying
disclosure statement proposing that Unsecured Creditors, classified
in Class 2, will be paid 100% of the principal amount of their
allowed claims, plus interest at the rate of 4% per annum.
Class 2 creditors shall receive a pro-rata distribution equal to
40% of the Gross Revenue generated from the Effective Date of the
Plan through December 31, 2021, and sixty (60%) percent of the
Gross Revenue generated from January 1, 2022 through the end of the
four-year Plan term, less the amount necessary to pay any
Administrative Claimant and Unclassified Priority Claimant.
Class 1 - Priority Claims in Section 507(a)(4) and (5) are impaired
and will receive 100% Distribution on the Effective Date of the
Plan, or a lesser amount or different treatment as may be
acceptable and agreed to by particular holders of such Claims.
Insiders with allowed Class 1 Claims shall only be paid after all
Class 2 creditors are paid in full.
The feasibility of the Debtor's Plan is largely dependent upon the
success of the litigation involving the Infringement Claims.
Represented by Sheridan, Revolar has already successfully defended
its IP, so has verification of the strength of its portfolio and
legal team.
A full-text copy of the Disclosure Statement dated July 29, 2019,
is available at https://tinyurl.com/y3vlkbw3 from PacerMonitor.com
at no charge.
Attorney for the Debtor is Jeffrey S. Brinen, Esq., at Kutner
Brinen, P.C., in Denver, Colorado.
About Revolar Technology Inc.
Creditors Nicole Bagley, Praful Shah and Julianna Evans Caplan
filed an involuntary Chapter 7 petition against Revolar Technology
Inc. (Bankr. D. Colo. Case No. 18-17812 ) on September 5, 2018.
The case was converted to one under Chapter 11 on October 30, 2018,
and was assigned to Judge Michael E. Romero. The Debtor hired
Kutner Brinen, P.C. as its bankruptcy counsel.
REX PRINTING: Aug. 30 Plan Confirmation Hearing
-----------------------------------------------
The first amended disclosure statement explaining the first amended
Chapter 11 plan of Rex Printing Company is granted preliminary
approval.
The hearing on objections to final approval of the adequacy of the
information in the first amended disclosure statement and
confirmation of the first amended plan will be held on August 30,
2019 at 11:00 a.m., before the Honorable Phillip J. Shefferly,
United States Bankruptcy Judge, in Courtroom 1975, 211 West Fort
Street, Detroit, Michigan 48226.
The deadline to file objections to final approval of the adequacy
of the information in the first amended disclosure statement and
objections to confirmation of the first amended plan is August 23,
2019.
About Rex Printing Company
Rex Printing Co., established in 1930, is a Michigan corporation,
with its main office located in Sterling Heights, Michigan. It
provides design, planning and printing services for its commercial
customers.
Rex Printing Co. sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 18-55671) on Nov. 20, 2018. In the petition signed by
Theresa Ciavola, president, the Debtor estimated assets and
liabilities in the range of $50,001 to $100,000. The Debtor tapped
Jay S. Kalish, Esq., at Jay S. Kalish & Associates, as its counsel.
SAFE SITE: Granted Approval to Use Cash Collateral
--------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico authorized
Safe Site Youth Development, Inc., to use cash collateral for the
period from July 1, 2019 to Sept. 30, 2019, to pay actual and
necessary postpetition business and administrative expenses, plus
up to 5 percent variance of the line item based on a budget.
The Court ruled that:
(a) the Debtor will pay the actual amount owed for any
expenditure if it is less than the budgeted amount. The unexpended
budgeted amounts for a line item may be carried over to the same
line item for the following month if full amount for a line item is
not exhausted in a certain given month;
(b) the Debtor will not pay compensation to any insider or
affiliate or pay obligations on which an insider or an affiliate
may also be obligated except as approved by the Court. The Debtor,
however, may pay salaries to Felix Candelaria and Sarah Candelaria
in the ordinary course of the business. Felix and Sarah Candelaria
are executive directors of the Debtor's business;
(c) the claimants on the cash collateral will continue to have
security interests in the property in which they had a lien as of
the Petition Date;
(d) the Debtor must keep current, and reinstated, if cancelled,
the casualty insurance.
The Debtor will file by Aug. 15, 2019 a third motion to use cash
collateral together with a three-month budget.
About Safe Site
Safe Site Youth Development, Inc. -- http://safesitenm.com/-- is a
non-profit corporation that operates a day care center for young
children located in Los Lunas, New Mexico. Safe Site offers a safe
and secure facility with coded doors, parent watch cameras in every
classroom, background checks, and the Parent Id program to help
ensure children's safety.
Safe Site Youth Development filed for Chapter 11 under the U.S.
Bankruptcy Code (Bankr. D.N.M. Case No. 19-10282-T11) on Feb. 9,
2019. The Debtor disclosed assets of $76,550 and liabilities of
$1,472,052 as of the Petition Date. The Hon. David T. Thuma is the
case judge. NM Financial Law, P.C., led by Dennis A. Banning, and
Don F. Harris, is the Debtor's counsel.
SAN LUIS FACILITY: S&P Withdraws 'B-' Rating on Revenue Bonds
-------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B-' rating on the San Luis
Facility Development Corp., Ariz.'s senior lien taxable and
tax-exempt refunding revenue bonds.
The rating action is based on S&P's inability to obtain information
about the changes in federal policies, or material operating
issues. S&P increasingly views ongoing direct access to the major
parties engaged in the federal contracts and operating agreements
as necessary to maintain its credit rating. For San Luis Facility
Development Corp., the rating agency has successfully contacted
Immigration and Customs Enforcement (ICE) and the operator of the
LaSalle Corrections facility, but has been unable to obtain contact
with officials from the U.S. Marshals Service (USMS).
S&P has made repeated attempts to have direct, regular
communication with USMS, but has not received a response. The
inability to obtain information directly from the federal agencies
and operators impairs the rating agency's ability to diligently
assess debt issues related to federal prisons. Specifically,
limited or incomplete access to the federal entities affects S&P's
ability to reflect federal policy changes in its ratings and report
on programmatic or appropriations-related risks within the federal
prison sector. Although the federal budget is publicly accessible,
S&P has very little insight into the important aspects of federal
policies, such as contract renewal terms and bipartisan funding
deals brokered on reducing detention beds. As a result, S&P
withdrew the rating in accordance with its policies. To reinstate
the rating, S&P will need to speak with the federal agency that
appropriates the funding at least annually, the operator who runs
the facility at least quarterly, and the issuer that supports the
transactions at least annually.
SEABROOK DENTAL: Gets Court Approval to Hire Accountant
-------------------------------------------------------
Seabrook Dental Laboratory, LLC and Holbrook/Searight, LLC received
approval from the U.S. Bankruptcy Court for the Western District of
Washington to hire Alisa Na as their accountant.
Ms. Na, an accountant based in Edmonds, Wash., will help the
Debtors prepare documents for their Chapter 11 plan and disclosure
statement and future tax requirements.
The Debtors will pay the accountant $1,000 per return and an hourly
rate of $250 for additional work performed.
Ms. Na disclosed in court filings that she is not aware of any
conflict of interest with the Debtors, creditors or any other
"party in interest" that would prevent her from providing services
to the Debtors.
The accountant's office address is:
Alisa Na
8319 238th St. SW
Edmonds, WA 98026
About Seabrook Dental Laboratory
and Holbrook/Searight
Seabrook Dental Laboratory, LLC --
https://www.seabrookdentallab.com/ -- is an independent, full
service dental laboratory in Edmonds, Washington. Seabrook Dental
offers the newest technology and dental prosthetic solutions to
dentist clients.
Holbrook/Searight LLC is a privately held company that was
incorporated on March 22, 2002 as a profit limited liability
company registered at 7125 224th St. SW, Edmonds, Wash.
Seabrook Dental Laboratory and Holbrook/Searight, LLC filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Lead Case No.
18-13499) on Sept. 6, 2018.
In the petitions signed by Timothy R. Holbrook, managing member,
each Debtor estimated its assets and liabilities at between $1
million and $10 million.
Judge Christopher M. Alston oversees the cases. Thomas D.
Neeleman, Esq., at Neeleman Law Group, P.C., serves as the Debtors'
bankruptcy counsel.
No official committee of unsecured creditors has been appointed.
SHARING ECONOMY: EC Assets Transfers Rights Under Interim Agreement
-------------------------------------------------------------------
EC Assets Management Limited novated debts in the amount of
HK$9,600,000 to Sharp Innovation Holdings Limited pursuant to a
Debt Novation Deed entered into by EC Assets, Sharp Innovation and
Ms. Wai Ming Deborah Yuen. On Dec. 10, 2018, pursuant to an
agreement entered into by Golden Value Finance Limited, as the
vendor, EC Assets, as the outgoing purchaser, Graham Paul Winter,
as the guarantor and Sharp Innovation, as the new purchaser, EC
Assets transferred its rights and obligations under the provisional
agreement (for purchase and sale of the entire issued share capital
of Future Ocean Limited) to Sharp Innovation.
EC Assets Management Limited is a company incorporated under the
laws of British Virgin Islands and is wholly-owned by Vantage
Ultimate Limited. Vantage is a company incorporated under the laws
of British Virgin Islands and is wholly-owned by Sharing Economy.
About Sharing Economy
Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- is engaged in the
manufacture and sales of textile dyeing and finishing machines and
sharing economy businesses. Given the headwinds affecting its
manufacturing business, Sharing Economy continued to pursue what it
believes are high growth opportunities for the Company,
particularly its new business divisions focused on the development
of sharing economy platforms and related rental businesses within
the company. These initiatives are still in an early stage and are
dependent in large part on availability of capital to fund their
future growth. The Company did not generate significant revenues
from its sharing economy business initiatives in 2018.
Sharing Economy reported a net loss of $42.08 million for the year
ended Dec. 31, 2018, compared to a net loss of $12.92 million for
the year ended Dec. 31, 2017. As of Dec. 31, 2018, Sharing Economy
had $46.34 million in total assets, $10.90 million in total
liabilities, and $35.43 million in total stockholders' equity.
RBSM LLP, New York, the Company's auditor since 2012, issued a
"going concern" qualification in its report dated April 16, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, citing that the Company has suffered recurring
losses from operations, generated negative cash flows from
operating activities, has an accumulated deficit that raise
substantial doubt exists about Company's ability to continue as a
going concern.
SHILOH MISSIONARY BAPTIST: Church's Cash Collateral Request Denied
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida denied
the request of Shiloh Missionary Baptist Church of Daytona Beach,
Inc., to use cash collateral, for reasons stated orally and
recorded in open court. Hon. Karen S. Jennemann, case judge, says
the Court may file written findings of facts and conclusions at a
later date.
About Shiloh Missionary
Shiloh Missionary Baptist Church of Daytona Beach, Inc., a Baptist
church established in 1992, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07791) on Dec.
17, 2018. At the time of the filing, the Debtor estimated assets
of less than $1 million and liabilities of $1,000,001 to $10
million. The case is assigned to Judge Karen S. Jennemann. Buddy
D. Ford, P.A., is the Debtor's counsel. No official committee of
unsecured creditors has been appointed in the Chapter 11 case.
SMGR LLC: PGT Objects to Disclosure Statement
---------------------------------------------
PGT Industries, Inc., objects to the adequacy of the Amended Joint
Disclosure Statement of SMGR, LLC, and to confirmation of the
Fourth Amended Joint Plan of Reorganization.
PGT points out that the Disclosure Statement fails to describe the
compensation to be paid to the Debtor's principal, Sean Murphy, in
violation of 11 U.S.C. Section 1129(a)5)(B).
PGT asserts that the Disclosure Statement fails to provide a line
item entry with respect to the proposed funding of the "plan pool"
and it does not provide for any funding with respect to priority or
administrative claims that are to be paid under the Plan—many of
which are categorized as disputed.
PGT complains that the Plan does not meet the requirements of the
absolute priority rule in that an interest junior to the interests
of the Class 8 unsecured creditors (i.e. -- the Class 9 equity
interest) is retaining such interest without providing any "new
value" for the retention of such interest in violation of 11 U.S.
C. S 1129(b)(2)(B)(ii).
Attorneys for PGT Industries, Inc.:
Mark D. Hildreth, Esq.
SHUMAKER, LOOP & KENDRICK, LLP
240 South Pineapple Avenue
Post Office Box 49948
Sarasota, FL 34230-6948
Tel: 941-364-2747
Fax: 941-364-3999
Email: mhildreth shumaker.com
About SMGR LLC
SMGR, LLC, sought Chapter 11 bankruptcy protection (Bankr. M.D.
Fla. Case No. 18-06846) on Aug. 16, 2018. In the petition signed
by Sean Murphy, managing member, the Debtor estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as
the Debtor's bankruptcy counsel. No official committee of
unsecured creditors has been appointed.
On Oct. 22, 2018, the Court directed the joint administration of
Chapter 11 cases of the Debtor and affiliates 4504 30th Street
West, LLC, Murphy & Rajan Investments, LLC, Elite Vinyl Products,
Inc., Arrow Fence Systems, Inc., Pelican Vinyl Products, LLC.
SOUTH CENTRAL: New Plan to Pay Unsecureds 30% in 42 Months
----------------------------------------------------------
South Central Houston Action Council, D/B/A Central Care Integrated
Health Services filed an amended disclosure statement explaining
its chapter 11 plan dated July 30, 2019.
This latest filing provides that general unsecured claims will be
paid 30% of their claim 42 equal monthly installments beginning 12
months after the Effective Date of Debtor's plan. Debtor will make
$17,556.94 quarterly payments to this class, which will be
distributed pro-rata to the claimants until the Debtor is
discharged of its liability on the debt.
The previous plan provided that general unsecured claims will be
paid 30% of their claim in 54 equal monthly installments beginning
30 days after the Effective Date of the Debtor's plan. The Debtor
will make $13,168.90 quarterly payments to this class, which will
be distributed pro-rata to the claimants until the Debtor is
discharged of its liability on debt.
A copy of the Amended Disclosure Statement dated July 30, 2019 is
available at https://tinyurl.com/y262pcvb from Pacermonitor.com at
no charge.
About South Central Houston Action Council
South Central Houston Action Council, Inc., which conducts business
under the name Central Care Integrated Health Services, filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-30371)
on Jan. 28, 2019. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of less than $50,000.
The case is assigned to Judge Jeffrey P. Norman. The Debtor tapped
the Law Office of Nelson M. Jones as its legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
STEARNS HOLDINGS: Seeks to Hire Skadden Arps as Counsel
-------------------------------------------------------
Stearns Holdings, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Skadden Arps Slate Meagher & Flom LLP, as counsel to
the Debtors.
Stearns Holdings requires Skadden Arps to:
(a) advise the Debtors with respect to their powers and duties
as the Debtors and debtors-in-possession in the continued
management and operation of their businesses and
properties;
(b) advise the Debtors with respect to the analysis of their
prepetition credit agreement and existing indentures
governing their convertible notes, and the negotiation of
their postpetition financing;
(c) attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and
consult on the conduct of the cases, including all of the
legal and administrative requirements of operating in
chapter 11;
(d) take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on
the Debtors' behalf, the defense of actions commenced
against the Debtors' estates, negotiations concerning
litigation in which the Debtors may be involved, and
objections to claims filed against the Debtors' estates;
(e) prepare on behalf of the Debtors all motions,
applications, answers, orders, reports, and papers
necessary to the administration of the estates;
(f) negotiate and prepare on the Debtors' behalf plans of
reorganization, disclosure statements, and all related
agreements or documents, and take any necessary action on
behalf of the Debtors to obtain confirmation of such
plans;
(g) appear before the Bankruptcy Court, any appellate courts,
and the U.S. Trustee, and protect the interests of the
Debtors' estates before such courts and the U.S. Trustee;
and
(h) perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with these Chapter 11 Cases.
Skadden Arps will be paid at these hourly rates:
Partners $1,125 to $1,695
Counsels $1,075 to $1,270
Associates $475 to $1,050
During the 90 days prior to the Petition Date, Skadden Arps
received total payments in the amount of $4,288,042 for services
performed and expenses incurred. As of the Petition Date, Skadden
Arps was holding, on behalf of the Debtors, a retainer in the
amount of $754,022.
Skadden Arps will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Over the last few years, Skadden Arps has
negotiated a separate rate card with Blackstone
Group portfolio companies to account for market
conditions and other types of adjustments for
certain types of work. According to the billing
arrangement with the Debtors, the Firm has provided
a ten percent discount to the Debtors off of the
Negotiated Rates on pre-chapter 11 corporate
restructuring work. On January 1, 2019, Skadden
Arps raised its billing rates, as it does
customarily from time to time.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Skadden Arps and the Debtors intend to develop a
Skadden Arps-specific prospective budget and
staffing plan to comply with the United States
Trustee's requests for information and additional
disclosures, and any orders of this Court.
Recognizing that unforeseeable fees and expenses
may arise in large chapter 11 cases, Skadden Arps
and the Debtors may need to amend the Skadden Arps
budget as necessary to reflect changed
circumstances or unanticipated developments.
Jay M. Goffman, partner of Skadden Arps Slate Meagher & Flom LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Skadden Arps can be reached at:
Jay M. Goffman, Esq.
Mark A. McDermott, Esq.
Shana A. Elberg, Esq.
Evan A. Hill, Esq.
Edward P. Mahaney-Walter, Esq.
SKADDEN ARPS SLATE
MEAGHER & FLOM LLP
4 Times Square
New York, NY 10036
Tel: (212) 735-3000
Fax: (212) 735-2000
About Stearns Holdings
Stearns Lending, LLC is a provider of mortgage lending services in
Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent
and Financial Institutions sectors throughout the United States.
Stearns Lending is an equal housing lender and is licensed to
conduct business in 49 states and the District of Columbia.
Additionally, Stearns Lending is an approved HUD (United States
Department of Housing and Urban Development) lender; a Single
Family Issuer for Ginnie Mae (Government National Mortgage
Association); an approved Seller/Servicer for Fannie Mae (Federal
National Mortgage Association); and an approved Seller/Servicer for
Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns
Lending is also approved as a VA (United States Department of
Veterans Affairs) lender, a USDA (United States Department of
Agriculture) lender, and is an approved lending institution with
FHA (Federal Housing Administration). Stearns Lending is located
at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707.
Stearns Holdings, LLC and six subsidiaries, including Stearns
Lending, LLC, each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-12226) on July 9, 2019.
Stearns estimated assets of $1 billion to $10 billion and
liabilities of the same range as of the bankruptcy filing.
Stearns' cases have been assigned to the Honorable Shelley C.
Chapman.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
advisor to Stearns, PJT Partners is serving as its financial
advisor and Alvarez & Marsal is serving as its restructuring
advisor. Prime Clerk LLC is the claims and noticing agent,
maintaining the sites https://cases.primeclerk.com/stearns and
http://www.stearnsrestructuring.com/
TONAWANDA COKE: Committee Taps Baumeister Denz as Legal Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Tonawanda Coke
Corp. received approval from the U.S. Bankruptcy Court for the
Western District of New York to hire Baumeister Denz LLP as its
legal counsel.
The firm will represent the committee in its negotiations with the
Debtor and creditors and will provide other legal services in
connection with the Debtor's Chapter 11 case.
The hourly rates for the firm's attorneys range from $175 to $325.
Arthur Baumeister Jr., Esq., the attorney who will be handling the
case, charges $325 per hour.
Mr. Baumeister disclosed in court filings that the firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
Baumeister Denz can be reached through:
Arthur G. Baumeister Jr., Esq.
Baumeister Denz LLP
174 Franklin Street, Suite 2
Buffalo, NY 14202
Phone: (716) 852-1300
Fax: (716) 852-1344
About Tonawanda Coke Corp
Tonawanda Coke Corporation -- http://www.tonawandacoke.com/-- is
an ISO 9001 Registered merchant producer of high-performance
foundry coke to the U.S. and Canadian foundry, and insulation and
sugar beet industries. The company was founded in 1917 and is
headquartered in Tonawanda, N.Y.
Tonawanda Coke Corporation filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
18-12156) on Oct. 15, 2018. In the petition signed by Michael K.
Durkin, president, the Debtor estimated $10 million to $50 million
in both assets and liabilities. The case is assigned to Judge
Michael J. Kaplan. Garry M. Graber, Esq., at Hodgson Russ LLP,
represents the Debtor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in the Debtor's case on July 15, 2019. The committee is
represented by Baumeister Denz LLP.
TURIN AVIATION: Sept. 5 Plan Confirmation Hearing
-------------------------------------------------
The Disclosure Statement explaining the Chapter 11 Plan of The
Turin Aviation Group, LLC, is conditionally approved.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
September 5, 2019 at 2:30 PM.
Objections to confirmation must be filed and served no later than
seven (7) days before the date of the Confirmation Hearing.
Any written objections to the Disclosure Statement must be filed
and served no later than seven (7) days prior to the date of the
hearing on confirmation.
The Plan Proponent must file a ballot tabulation no later than 96
hours prior to the time set for the Confirmation Hearing.
About Turin Aviation Group
Turin Aviation Group is a family of Companies that include Falcon
Aircraft Services, Vintage Aero, Inc., and the newly established
Turin Advance Concepts
Turin Aviation Group, LLC, filed a voluntary petition for relief
under Chapter II of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
19-01890) on March 6, 2019. The Debtor estimated $500,001 to $1
million in assets and $100,001 to $500,000 in liabilities. The
Debtor tapped Johnson Pope Bokor Ruppel & Burns, LLP as its legal
counsel.
UNIQUE TOOL & MANUFACTURING CO., INC: Asks to Use Cash Collateral
-----------------------------------------------------------------
Unique Tool and Manufacturing Co., Inc., asks Hon. Mary Ann Whipple
of the U.S. Bankruptcy Court for the Northern District of Ohio to
use cash collateral until the occurrence of (i) the confirmation,
conversion or dismissal of the Debtor's Chapter 11 case; (ii) the
Debtor’s unauthorized use of the cash collateral, iii) the Debtor
ceasing operation of its business, or (iv) entry of an order
granting automatic stay to the Debtor’s secured creditors.
Before the Petition Date, Debtor entered into a $1.6 million
Revolving Term Note with Waterford Bank, N.A. A total of $1,738,014
is due on the Term Note, which matured on June 30, 2019. The
Debtor also executed a promissory note in the principal amount of
$2,386,500 in favor of Chemical Bank, formerly Bank of Holland. A
total of $508,299 is owed on the Chemical Bank Note as of the
Petition Date.
The Debtor leased from Althaus Family Investors, LTD (AFI) a
118,000 sq. feet facility for its business operations. AFI is an
Ohio Corporation which has substantially the same principals as
that of the Debtor. AFI filed for Chapter 11 protection with the
Northern Ohio District Bankruptcy Court on July 26, 2019.
The Debtor has stamping and tool presses on the Facility.
Subsequently, the Debtor entered into a sublease agreement with
respect to a factory space at the Facility, and an equipment lease
agreement related to a 1400 ton Verson Press, with Toledo Tool and
Die Company, Inc. (TTDC). The Sublease was entered into on May 22,
2018 and terminates on May 30, 2023.
Based on the Sublease Agreement, TTDC directly deposits the
facility rental payments into an account maintained with Waterford,
which funds the Debtor then assigned to Waterford as payment on the
Term Note. With respect to the equipment rentals, TTDC directly
deposits them to an account maintained with Chemical Bank, which
funds the Debtor assigned to Chemical Bank as payment on the
Chemical Bank Note. The Debtor holds a general account with a
balance of $7,377, and a payroll account with a balance of $743 as
of the Petition Date at Waterford Bank. Waterford Bank and
Chemical Bank, individually, executed UCC financing statements,
with Michigan Secretary of State and Ohio Secretary of State
allowing said creditors to claim an interest in substantially all
of the Debtor's personal property, tangible or intangible, owned or
later acquired.
Also before the Petition Date, the Debtor employed Grand Mill
Funding Corporation as factoring agent. Grand Mill may claim an
interest in the cash collateral. As of date, nothing is owed by
the Debtor to Grand Mill.
As adequate protection for use of the cash collateral, the Debtor
proposes to make monthly interest payments to Waterford Bank, under
the most recent amendment of the Term Loan, at a rate of 5.50
percent. While the AFI Lease continues to be in effect, Chemical
Bank shall be entitled to receive $16,000 in equipment rent under
the Chemical Bank Assignment. The Debtor proposes to make no
payments to Grand Mill as Debtor has no current monetary
obligations to Grand Mill.
As to the use of the cash collateral, the Debtor asks the Court to
operate within a budget, plus up to 15 percent variance on any line
item on the budget, or to exceed a line item by more than 15
percent provided that total variance do not exceed 10 percent in
the aggregate of the total budget, a copy of which is available for
free at: http://bankrupt.com/misc/Unique_Tool_Cash_Budget.pdf
The Debtor asks the Court for an expedited hearing to approve the
request on an interim basis pending a final hearing on the motion.
Secured creditor Waterford Bank, NA's counsel:
Thomas W. Heintschel
E-mail: theintschel@fhk-law.com
Secured creditor Toledo Tool & Die Co., Inc.'s counsel:
Jared Jay Lefevre
E-mail: jjlefevre@eastmansmith.com
E-mail: sorose@eastmansmith.com
Secured creditor Chemical Bank's counsel:
Jeanna M. Weaver
E-mail: JWeaver@plunkettcooney.com
E-mail: amyerscough@plunkettcooney.com
About Unique Tool
Unique Tool & Manufacturing Co. -- http://www.uniquetool.com/-- is
a custom metal stamping company formed in 1963, which supplies
stampings to the satellite, communications, electrical, appliance,
refrigeration, and automotive industries throughout the United
States, Canada and Mexico. The Company specializes in tool and die
manufacturing, brazing, welding, plating, and more.
On July 26, 2019, the Company sought Chapter 11 protection (Bankr.
N.D. Ohio Case No. 19-32356) in Toledo, Ohio. The Hon. Mary Ann
Whipple is the case judge. DILLER AND RICE, LLC, is the Debtor's
counsel. The Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities.
UNITED METHODIST: RehabCare Group Objects to Disclosure Statement
-----------------------------------------------------------------
RehabCare Group East, LLC, f/k/a RehabCare Group East, Inc., d/b/a
RehabCare, objects to the adequacy of the Disclosure Statement
explaining the Chapter 11 Plan filed by The United Methodist
Village, Inc.
RehabCare asserts that the Disclosure Statement is that it fails to
provide accurate and full information concerning the Debtor's
corporate structure and its relationship with the affiliate
non-debtor Village with respect to the operation of the skilled
nursing and independent living facility located at 2101 James
Street, Lawrenceville, IL 62439-2027.
RehabCare points out that the Disclosure Statement does not
adequately disclose the issues related to the distinction between
UMV and Village.
RehabCare complains that the Disclosure Statement should provide
UMV's explanation for the discrepancies between the regulatory
filings and its position that Village's assets and operations can
be administered by UMV.
According to RehabCare, the Disclosure Statement further
incorrectly states that the District Court Action is "stayed by the
bankruptcy and the claims will be paid through the bankruptcy
process."
RehabCare asserts that the Disclosure Statement also does not
address the effect on patient care of UMV's proposed Plan. The
patient care ombudsman has not filed a report in this matter.
Counsel for RehabCare Group East, LLC:
Phillip A. Martin, Esq.
Laura M. Brymer, Esq.
FULTZ MADDOX DICKENS PLC
101 South Fifth Street, 27th Floor
Louisville, Kentucky 40202
Telephone: (502) 588-2000
Facsimile: (502) 588-2020
Email: pmartin@fmdlegal.com
lbrymer@fmdlegal.com
About The United Methodist Village Inc.
The United Methodist Village, Inc. is a non-profit nursing home
based in Lawrenceville, Illinois.
The United Methodist Village, Inc. filed for bankruptcy protection
under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on February
22, 2019. In the petition signed by Ashli Wesley, administrator,
the Debtor estimated $13,779,571 in assets and $7,164,533 in
liabilities.
The case has been assigned to Judge Laura K. Grandy. Roy J. Dent,
Esq., at Dent Law Office, Ltd. represents the Debtor as counsel.
UNITED METHODIST: USDA Objects to Disclosure Statement
------------------------------------------------------
United States of America, on behalf of the United States Department
of Agriculture ("USDA"), objects to the adequacy of the Disclosure
Statement explaining the Chapter 11 Plan of The United Methodist
Village, Inc.
The USDA complains that the Debtor's failure to provide for any
cure of the pre-petition arrearage and post-petition arrearage
incurred despite the Debtor’s obligations under the adequate
protection order.
The USDA asserts that the disclosure statement fails to treat the
ongoing accruing arrearage due the USDA, it provides no provision
to cure the arrearage.
The USDA points out that the Disclosure Statement provides no
detail regarding the adequacy of the Debtor's working capital, the
other contingent expenses the Debtor expects it may incur in the
identified potential litigation after the reorganization, the means
by which the Debtor expects to pay its post-confirmation expenses,
the useful life of Debtor's equipment, and the Debtor's projected
post-reorganization income.
The USDA further points out that the Disclosure Statement is
woefully short on detail, failing to provide adequate information
as described above so that the United States can make an informed
decision.
About The United Methodist Village Inc.
The United Methodist Village, Inc. is a non-profit nursing home
based in Lawrenceville, Illinois.
The United Methodist Village, Inc. filed for bankruptcy protection
under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on February
22, 2019. In the petition signed by Ashli Wesley, administrator,
the Debtor estimated $13,779,571 in assets and $7,164,533 in
liabilities.
The case has been assigned to Judge Laura K. Grandy. Roy J. Dent,
Esq., at Dent Law Office, Ltd. represents the Debtor as counsel.
US ECOLOGY: Moody's Assigns Ba3 Corp. Family Rating, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service assigned new ratings for US Ecology,
Inc., including a Ba3 Corporate Family Rating, a Ba3-PD Probability
of Default Rating, Ba3 ratings for the senior secured credit
facilities and a Speculative Grade Liquidity rating of SGL-2. The
outlook is stable.
The rating assignments follow US Ecology's plan to obtain a $400
million senior secured Term Loan B to refinance NRC US Holding
Company, LLC's (NRC: B2 stable) existing debt after agreeing to
acquire NRC in June 2019 in an all-stock transaction valued at
approximately $966 million -- US Ecology's existing $500 million
senior secured revolving credit facility will remain in place. The
transaction is expected to close Q4 2019 subject to customary
regulatory and stockholder approvals.
Moody's took the following rating actions for US Ecology, Inc.:
Assignments:
Issuer: US Ecology, Inc.
Corporate Family Rating, Assigned to Ba3
Probability of Default Rating, Assigned to Ba3-PD
Speculative Grade Liquidity Rating, Assigned to SGL-2
Gtd Senior Secured 1st lien Term Loan B, Assigned Ba3 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility, Assigned Ba3
(LGD3)
Outlook Actions:
Issuer: US Ecology, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
The ratings broadly reflect US Ecology's regulation-driven
operating model, technical expertise in niche sectors of the waste
disposal industry, unique high-value assets and track record of
steady but fairly modest free cash flow generation (cash flow from
operations less capital expenditures and dividends; $25 million
annually on average over the last three years). With minimal
overlap of services and assets, the combination of US Ecology and
NRC enhances the company's market position in specialty and
industrial waste services. Scale is significantly improved at
roughly $1 billion but remains relatively modest considering the
narrow focus and lower volumes associated with specialty,
predominantly hazardous, waste streams. Diversification is also
boosted as US Ecology has historically experienced revenue
volatility tied to the non-recurring nature of the event-driven
portion (roughly 20%) of its treatment and disposal revenues. As an
offset, NRC maintains a high recurring revenue stream driven by
contractual services -- retainers and master service agreements --
that are mandated by various federal and state regulations and
which should add a stabilizing effect to the consolidated top line.
The proposed refinancing more than doubles US Ecology's funded debt
and pushes pro forma debt-to-EBITDA (including Moody's standard
adjustments) to the high-3x range, while sizable ongoing capital
requirements to maintain high fixed cost disposal assets constrain
cash flow generation. The business model includes significant
reliance on general economic conditions to drive industrial
activity/processes which subsequently generate special waste
volumes. With increasing signs for slowing global industrial growth
and a protracted trade dispute between the US and China, this could
negatively impact key end markets. Additionally, operating in the
special waste industry includes considerable environmental and
social risk, particularly with respect to the handling and
transporting of hazardous materials.
The SGL-2 rating denotes a good liquidity profile supported by
Moody's expectation for a cash position in the $30 million range
and increasing annual free cash flow (meaningfully higher than $25
million) in 2020, highlighted by the E&P landfills ramping up
operations which coincides with a reduction in landfill capital
expenditures. The company has approximately $160 million of
availability under a $500 million senior secured revolving credit
facility set to expire in 2024. The bank agreement includes
maintenance covenants only on the revolving facility -- minimum
interest coverage and a maximum net leverage ratio -- that Moody's
expects the company to comfortably remain in compliance with
through 2020. Moody's notes that the ongoing investigation into the
Grand View Idaho plant explosion includes uncertainty, namely the
potential for an unfavorable outcome (e.g. fines, lawsuits) to
weaken the liquidity position. The plant resumed operations in
February 2019, after being closed from November 2018 to January
2019, and has since regained the majority of its capabilities.
The stable outlook reflects Moody's expectations for solid organic
revenue growth (mid-single digits) and steadily improving margins
and cash flow, boosted by the addition of NRC's services and key
assets -- namely the high-margin E&P landfills. Deleveraging should
occur with steady earnings growth, complemented by debt repayment,
with no additional sizable acquisitions anticipated over the
near-to-intermediate term. Specifically, debt-to-EBITDA is expected
to approach 3x and free cash flow-to-debt the mid-single digits by
the end of 2020. Growing awareness of environmental concerns in the
waste disposal industry should be long-term supportive of the
company's operating model and credit metrics.
Ratings could be upgraded with continued, prudent scale expansion
and further diversification, highlighted by accelerated growth in
base business revenues to mitigate revenue and earnings volatility.
Significantly stronger free cash flow (free cash flow-to-debt
approaching 10%) and debt-to-EBITDA below 3x for an extended period
could result in positive rating action. A sustained EBITDA margin
in the mid-20% range would also be necessary for an upgrade.
The ratings could be downgraded with a decline in free cash flow
from legacy US Ecology levels. Debt-to-EBITDA approaching 4x, a
continuation or increase in top-line variability, or if the EBITDA
margin falls below 20% could warrant consideration for a negative
rating action. Additionally, a weaker liquidity profile, including
significantly reduced availability or tight covenant compliance
under the revolving credit facility, would also pressure ratings.
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.
US Ecology, Inc., publicly traded under ECOL, provides treatment,
disposal and recycling of hazardous, non-hazardous and radioactive
waste, as well as a wide range of complementary field and
industrial services. Revenues for the latest twelve months ended
March 31, 2019 were nearly $580 million.
NRC US Holding Company, LLC, publicly traded under NRCG, provides
recurring environmental and compliance services, remediation,
cleaning, decontamination, maintenance and inspection to the marine
and rail transportation, general industrial and energy markets. The
Sprint Energy Services segment provides waste management services
to the upstream and midstream energy markets. Revenues for the
latest twelve months ended March 31, 2019 were nearly $400 million.
US FARATHANE: Moody's Affirms B2 CFR, Outlook Still Negative
------------------------------------------------------------
Moody's Investors Service affirmed U.S. Farathane, LLC's B2
Corporate Family Rating, B2-PD Probability of Default Rating and B2
senior secured first lien term loan rating. Simultaneously, Moody's
assigned a B2 rating to the company's proposed $600 million senior
secured notes due 2024. The outlook remains negative.
"The transaction improves liquidity through the repayment of
revolver borrowings and elimination of the term loan covenant, but
the negative outlook reflects US Farathane's declining earnings
driven primarily by raw material cost pressure, unexpected price
downs from one of its key customers and launch costs," says Moody's
analyst Inna Bodeck. "The company's free cash flow generation
remains weak and creates reliance on the revolver in the event of
disruptions in an already soft U.S. automotive environment."
Moody's affirmed the ratings because the company's leverage is
still within expectations for the B2 rating category given the
company's operating profile. The company also continues to increase
content on several key automotive platforms in the U.S. that
Moody's expects will drive revenue growth and positive free cash
flow over the next year despite a contracting U.S. auto market.
Moody's took the following rating actions for U.S. Farathane, LLC:
Corporate Family Rating, affirmed at B2
Probability of Default Rating, affirmed at B2-PD
$630 million ($527.5 million outstanding) senior secured first lien
term loan due 2021, affirmed at B2 (LGD4)
$600 million senior secured notes due 2024, assigned B2 (LGD4)
Outlook, remains Negative
RATINGS RATIONALE
USF's B2 CFR broadly reflects its capabilities in producing
interior and exterior plastic components for light vehicles at good
margins relative to peers, tempered by the company's modest scale,
significant customer concentration and exposure to cyclical auto
sales. USF generates approximately 90% of its revenue from General
Motors, Ford and Chrysler. This degree of customer concentration is
a credit risk as production cutbacks, platform losses, or pricing
pressure would have a disproportionate impact on USF's revenues and
earnings. Nonetheless, USF's capabilities in producing plastic
components allow it to continue to increase content on new
platforms and result in good margins, albeit recently
deteriorating. Moody's anticipates that USF will generate free cash
flow of approximately $20 million over the next 12 months as major
capital investment for the largest platform rolls off and revenue
and earnings grow due to the new vehicle content on top platforms.
Moody's also expects that USF's debt-to-EBITDA leverage (4.6x LTM
3/30/2019 incorporating Moody's standard adjustments) will edge
lower because of the earnings growth despite declining automotive
production in the U.S. Financial policies are aggressive under
private equity ownership and the 2015 LBO and subsequent
debt-funded dividends have sustained high leverage.
Because the proposed notes represent the bulk of the company's
debt, the B2 rating is in line with the CFR. Moody's expects to
withdraw the B2 rating on the existing term loan if repaid as part
of the proposed financing.
A higher rating is unlikely given the company's modest scale and
high customer concentration. However, Moody's would consider an
upgrade if USF continues to profitably increase its scale, improves
customer and platform diversity, maintains comfortably positive
free cash flow, and meaningfully reduces debt-to-EBITDA leverage.
The company would also need to carry a combination of meaningful
cash on the balance sheet and revolver capacity to ensure
sufficient liquidity to manage in turbulent auto markets.
A downgrade could occur if USF's free cash flow remains weak,
liquidity deteriorates, or debt-to-EBITDA leverage increases above
5 times due to operating weakness, debt-financed acquisitions or
payments to equity owners. Customer or platform losses, production
cuts, cost increases or pricing pressure would also put downward
pressure on the rating.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
U.S. Farathane, LLC, headquartered in Auburn Hills, Michigan, is a
manufacturer and supplier of functional black plastic, and interior
and exterior plastic components to North American automotive
Original Equipment Manufacturers. The company operates 18
manufacturing facilities in the United States, Mexico and China.
USF's customers include Chrysler, Ford, General Motors and, to a
much lesser degree, several other large global OEMs and Tier 1
suppliers. Gores Group acquired the company in early 2015 for
approximately $700 million. Revenue for the twelve months ended
March 2019 was approximately $850 million.
USF HOLDINGS: S&P Affirms 'B' ICR on $600MM Proposed Refinancing
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on USF
Holdings LLC and assigned its 'B' issue-level rating and '3'
recovery rating to the $600 million senior secured notes proposed
by the company to repay its outstanding term loan B and asset-based
lending (ABL) revolver borrowings. S&P will withdraw the rating on
the term loan once it is paid off.
"Our ratings reflect our belief that, although profitability has
decreased and we expect the lower-margin profile to remain
relatively constant in 2019 and 2020, credit metrics will remain
appropriate for the current rating," S&P said. The rating agency
expects debt to EBITDA of around 4.5x in 2019, improving to the
low-4x area by 2020, and discretionary cash flow (DCF) to debt
approaching 5% over the next 12-24 months.
USF is planning to issue $600 million in senior secured notes to
refinance the existing term loan B, repay borrowings under the ABL
revolver borrowings, and pay related fees and expenses. The company
will therefore no longer be making its $28.5 million in
amortization payments, which will lead to higher debt to EBITDA
compared to S&P's prior expectation. This will benefit cash flow
only somewhat, due to a partial offset from higher interest
expense. This transaction enhances liquidity because of the planned
pay-down under its ABL revolver.
The stable outlook on USF reflects S&P's expectation that, despite
the decrease in margins, the company will sustain its above-average
profitability with EBITDA margins around 17%, improve DCF to debt
in 2019, and maintain its aggressive financial policies (given its
financial sponsor ownership) over the next 12 months.
"We could lower our ratings on USF over the next 12 months if it
becomes increasingly likely that leverage will exceed 5x on a
sustained basis while the DCF-to-debt ratio remains below 5%. This
could occur if the company pursues extraordinary shareholder
distributions or makes another large debt-financed acquisition,"
S&P said. Alternatively, credit metrics could weaken if operational
issues soften EBITDA margins below 17%, or if light vehicle
production declines more than anticipated, according to the rating
agency.
"Though unlikely, we could raise our ratings on USF if the company
maintains a DCF-to-debt ratio of 5%-10%. This scenario also assumes
that the company will refrain from substantial debt-funded
acquisitions or shareholder distributions in the near term and
maintain leverage between 4x and 5x on a sustained basis," S&P
said, adding that it would want the company to improve customer
diversity before it raises its ratings.
UTOPIX MEDICAL: Hires Sheilds Legal as Special Counsel
------------------------------------------------------
Utopix Medical, LLC, seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ Sheilds Legal Group, as
special counsel to the Debtor.
Utopix Medical requires Sheilds Legal to represent the Debtor in
the case captioned as Utopix Medical, LLC v. Turning Point Medical,
LLC, and Derek E. Denman, Sr., Adv. Pro. No. 19-04036-BTR-11, with
the U.S. Bankruptcy Court for the Eastern District of Texas.
Sheilds Legal will be paid at these hourly rates:
Principal $400 to $550
Associates $275 to $400
Paraprofessionals $150 to $175
Sheilds Legal will be paid a retainer in the amount of $25,000.
Sheilds Legal will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James D. Shields, a partner at Sheilds Legal Group, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Sheilds Legal can be reached at:
James D. Shields, Esq.
SHEILDS LEGAL GROUP
16301 Quorum Drive, Suite 250B
Addison, TX 75001
Tel: (972) 264-3467
Fax: (972) 788-4332
About Utopix Medical
Utopix Medical, LLC -- https://utopixmedical.com/ -- is an emerging
medical device company based in Texas. The Company has developed a
novel solution for unmet needs surrounding low mobility patients.
Utopix Medical, LLC, based in Frisco, TX, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 19-41010) on April 15, 2019.
In the petition signed by CEO Taylor W. Hanes, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. The Hon. Brenda T. Rhoades oversees the case.
Christina Walton Stephenson, Esq., at Crowe & Dunlevy, PC, serves
as bankruptcy counsel to the Debtor. Sheilds Legal Group, is
special counsel.
ZATO INVESTMENTS: Cash Collateral Use Motion Approved
-----------------------------------------------------
Hon. Phyllis M. Jones of the U.S. Bankruptcy Court for the Eastern
District of Arkansas authorized Zato Investments Ltd. Co., to use
cash collateral to pay its operating expenses, until confirmation
of a proposed Plan of Reorganization or Plan of Liquidation, or the
conversion to a case Under Chapter 7 or the dismissal of the
Debtor's Chapter 11 case.
Before the Petition Date, the Debtor executed a promissory note
with Metropolitan National Bank, and as amended, with Simmons First
National Bank, as successor by merger to Metropolitan National
Bank. The Debtor also entered into an Absolute Assignment of
Rents, relating to collateral located at 17 Alameda Drive, 4
Wellford Drive, and 4 Althea Circle – all in Little Rock,
Arkansas. Subsequently, the Debtor gave to Simmons Bank additional
Collateral Assignments of Rents on its properties located at 11
Rosemunn, 13 Rosemunn, 1800 Sanford, 2006 Sanford, and 5912
Southwick, also in Little Rock, Arkansas. Simmons Bank,
subsequently transferred all of its interest in the Zato
obligations to JTS Capital Realty SB LLC (JTS).
The Court ruled that:
(a) The Debtor provide JTS Capital adequate protection from
rental receipts, estimated at a monthly average of $7,580 less: (i)
5 percent management fee to Mike Rushin Company, (ii) property tax
escrow of $1,158, (iii) property insurance escrow of $900, and (iv)
$500 for unanticipated expenses and administrative claims. The
adequate protection shall be remitted to JTS Capital SB LLC, PO Box
4356, Dept. 1921, Houston, Texas;
(b) The Debtor may pay ad valorem real estate taxes to Pulaski
County for $27,158 due on Oct. 15, 2019, from the postpetition
rents until a sufficient sum has accrued to pay said real estate
taxes, after which time the adequate protection payments to JTS
shall enter into force;
(c) After the 2018 real estate taxes are paid, the adequate
protection payments to JTS will begin in the first full month after
the full payment of the 2018 real estate taxes after which,
payments shall continue monthly on or before the 21st day of each
succeeding month until the confirmation of a subsequently proposed
Chapter 11 Plan, or until the case is converted to a case under
Chapter 7 or is dismissed. In the event of conversion of the case
to a case under Chapter 7, any monies held by the Debtor on the
conversion date shall continue to be cash collateral subject to
JTS' interests.
The Order relates to the Debtor's amended motion to use cash
collateral.
About Zato Investments
Zato Investments Ltd. Co. owns real estate and improvements,
consisting of single-family and multi-family residences for lease
to the public at Little Rock, Arkansas.
Zato Investments sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Ark. Case No. 19-13288) on June 24,
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 Phyllis M. Jones. Stanley V. Bond,
Esq., of Bond Law Office, is the Debtor's counsel.
ZEBRA TECHNOLOGIES: S&P Upgrades ICR to 'BB+'; Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Zebra
Technologies Corp to 'BB+' from 'BB'. The outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's senior secured debt to 'BBB-' from 'BB+'. The recovery
rating on this debt is unchanged at '2'.
The upgrade reflects Zebra's strong operating performance and
sustained commitment to repay debt with excess cash over the last
12 months, which has strengthened credit metrics by more than S&P
previously expected. The company's results include an S&P-adjusted
debt-to-EBITDA metric of 2.0x as of March 31, 2019 compared with
the rating agency's previous expectation of leverage around 2.5x.
"The upgrade also reflects our belief that Zebra's future growth
prospects are sound, due in part to increasing demand for AIDC
products resulting from secular trends associated with the internet
of things, cloud computing, automation, mobility, digitalization,
omnichannel retail, and mobile computing devices converting to
android the operating system," S&P said.
The stable outlook reflects S&P's view that Zebra can sustain its
strong operating performance across its reportable segments,
supported by generally healthy end-market demand and improved
productivity. Over the next 12 months, S&P's forecast calls for
revenue growth in the mid-single-digit range and free cash flow
generation of at least $600 million, which should provide
sufficient capacity to support financial policy objectives. The
rating agency expects Zebra to sustain adjusted debt to EBITDA at
less than 2x over the next 12 months.
"We could lower our ratings on Zebra if leverage to is sustained
above 3x. This could occur if the company's performance
deteriorates more than we expect through a downturn, or if Zebra
were to deviate from its current financial policy targets,
undertaking an aggressive growth strategy or debt-funded share
repurchase," S&P said.
"We could raise the rating if Zebra continues to increase the scale
of its business and the diversity of end markets, such that it is
more comparable to higher rated peers, while generating good
profitability and cash flow through a downturn. We could also
upgrade the company, although less likely over the next 12 months,
if we believe the company is committed to an investment-grade
profile including committing to and sustaining leverage less than
1.5x through a downturn," S&P said.
*********
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
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Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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Don't be fooled. Assets, for example, reported at historical cost
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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
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
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*** End of Transmission ***