/raid1/www/Hosts/bankrupt/TCR_Public/190813.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, August 13, 2019, Vol. 23, No. 224
Headlines
AERO-MARINE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
ALLIED WELDING: U.S. Trustee Forms 3-Member Committee
ANKA BEHAVIORAL: New Plan Adds Provision on Trustee Obligations
AVEUM INVESTMENTS: Ch. 11 Trustee Sought Due to Gross Mismanagement
BLACKHAWK MINING: Shearman, Ashby Represent First Lien Group
BURKHALTER RIGGING: Unsecureds to Recoup 5%-30% in Latest Plan
C&M PLASTICS: FCB Objects to Disclosure Statement
CENTURY LEASING: U.S. Trustee Unable to Appoint Committee
CLYDE EVANS: Sept. 11 Hearing on Disclosure Statement
COLORADO GROUP 3: Cash Use Motion as Budget Missing
COLORADO GROUP: Cash Use Denied as Budget Missing
COMMERCIAL INVESTMENTS: Court Approves Cash Collateral Use
CREATIVE LEARNING: Unsecureds to Get 2.3% in Cash Over Five Years
DAVID HARVEY: Court Approves Cash Collateral Use
DELPHI CORP: PBGC Wins Summary Judgment Bid vs Beneficiaries
DIMORA BRANDS: Moody's Affirms B3 CFR, Outlook Stable
DIPLOMAT PHARMACY: Moody's Lowers CFR to B3, Outlook Developing
DYNATRACE INTERMEDIATE: Moody's Raises CFR to B1, Outlook Stable
EMERGE ENERGY: Hires Kurtzman Carson as Administrative Advisor
EMERGE ENERGY: Hires Roy Messing of Ankura Consulting as CRO
EMERGE ENERGY: Seeks to Hire Richards Layton as Co-Counsel
EP ENERGY: Incurs $50 Million Net Loss in Second Quarter
EST GROUP: Unsecureds to Get 12.78% in 7 Years Under New Plan
GALINDO CUSTOM: Exclusivity Period Extended to Sept. 30
GHOTRA HOSPITALITY: First Bank Seeks Ch. 11 Trustee Appointment
GLOBAL CORE: First Bank Seeks Ch. 11 Trustee Appointment
GLOBAL ENTERPRISES: Voluntary Chapter 11 Case Summary
GOGO INC: Incurs $84 Million Net Loss in Second Quarter
GOWEST GOLD: PBG Timmins Delivers Notice of Default
GREEN FIELDS: U.S. Trustee Forms 3-Member Committee
GREGORY NATHAN: Hires BSE Partners as Business Valuation Expert
GUARDIAN EXTERIORS: Hires Scott Financial as Accountant
HAMILTONS 549 LLC: Hires Shafferman & Feldman as Counsel
HVI CAT: U.S. Trustee Forms 3-Member Committee
IDATA MEDICAL: U.S. Trustee Unable to Appoint Committee
INSYS THERAPEUTICS: Committee Hires Akin Gump as Lead Co-Counsel
INSYS THERAPEUTICS: Committee Hires Bayard P.A. as Co-Counsel
INSYS THERAPEUTICS: Panel Hires Province Inc as Financial Advisor
INTERLOGIC OUTSOURCING: Case Summary & 30 Top Unsecured Creditors
INTERNATIONAL IRON: Amends Plan to Address U.S. Trustee Concerns
INVERNESS VILLAGE: Hires B. Riley FBR as Co-Investment Banker
INVERNESS VILLAGE: Hires RBC Capital as Co-Investment Banker
IPIC ENTERTAINMENT: Files for Chapter 11 to Pursue Sale or Plan
J&M MUSA PROPERTIES: U.S. Trustee Unable to Appoint Committee
JACK COOPER: Files Chapter 11 After Deal With Lenders, Teamsters
JACK COOPER: Moody's Lowers CFR to Ca, Outlook Stable
JACKIE LLC: Seeks to Hire Keech Law Firm as Attorney
JADE WINDS: Court Junks FirsService Bid for Summary Judgment
JIB QSR OKLAHOMA: Seeks to Use Cash to Pay Operating Costs
LEGRACE CORP: Seeks Court Nod to Use Cash Collateral
LOGISTICS BUDDY: U.S. Trustee Unable to Appoint Committee
LOOT CRATE: Case Summary & 30 Largest Unsecured Creditors
LOOT CRATE: Files for Chapter 11 With $20M Unshipped Orders
MABVAX THERAPEUTICS: Exclusive Plan Filing Period Moved to Nov. 18
MANNKIND CORP: Incurs $12.4 Million Net Loss in Second Quarter
MANNKIND CORP: Secures up to $75 Million Credit Facility
MARTIN MIDSTREAM: Fitch Lowers LongTerm IDR to B-
MCCLATCHY CO: Incurs $17.5 Million Net Loss in Second Quarter
MEDCOAST MEDSERVICE: Case Summary & 20 Largest Unsecured Creditors
MIAMI METALS I: Submits Budget for Cash Use Thru Aug. 31
NATIONAL MERCHANDISING: Case Summary & 5 Unsecured Creditors
NATURE'S SECOND CHANCE: Hires MillerKing LLC as Special Counsel
NOVASOM, INC: Seeks to Use Cash Pending Sale to VirtuOx
ORCHIDS PAPER: Seeks to Extend Exclusive Period Until Oct. 28
PALM HEALTHCARE: Mrs. Harrigan Wants Dismissal, Trustee Appointment
PATRICE M. TORRENCE: Court Grants Cash Collateral Motion
PG&E CORP: Hearing Today on Bids to Terminate Exclusivity
PHI INC: Wins Confirmation of Chapter 11 Plan
PINE FOREST: Sept. 12 Plan Confirmation Hearing
PINNACLE GROUP: Seeks Court Approval to Hire Accountant
PREFERRED CARE: To Liquidate Plan Through Sale of Subsidiaries
PRODUCERS COAL: Court Narrows Claims in TFSB Suit vs People's Bank
PROTEA BIOSCIENCES: Latest Plan Discloses Remaining Assets
PROTEC INSTRUMENT: Court OKs Berkshire Stipulation for Cash Use
PS SYSTEMS: Secured Creditors to Get Payment Over 2 Years
RENT RITE: Seeks to Hire Dickensheet & Associates as Appraiser
ROYAL EXPRESS: Sept. 9 Hearing on Disclosure Statement
RUMLEY OIL: U.S. Trustee Unable to Appoint Committee
SANCHEZ ENERGY: Files for Chapter 11 Amidst Dispute With Blackstone
SATICOY BAY: Taps Roger P. Croteau as Legal Counsel
SCHRAD LTD: Seeks to Hire South Texas Realty as Broker
SENIOR CARE: Convenience Claimants Added in Latest Plan
SMF ENERGY: 11th Cir. Affirms Ruling in Favor of Auditor, Counsel
TEAM HEALTH: Moody's Alters Outlook on B3 CFR to Negative
TEXAS PELLETS: Seeks Reset of Combined Hearing to Sept. 4 or 5
TH REMODELING: Seeks to Hire Derienzo & Rossi as Accountant
THG HOLDINGS: U.S. Trustee Forms 3-Member Committee
THINK FINANCE: Unsecureds Cash Pool to be Funded With $3MM
TRES GENERACIONES: Asks Court to Authorize Cash Use
TRESHA-MOB LLC: Modifies Plan to Add Cash Distribution Provision
ULTRA PETROLEUM: Posts $57.1 Million Net Income in Second Quarter
VERNON PARK: Further Modifies Treatment of Mechanic Lien Claims
VILLAS OF WINDMILL: DOJ Watchdog Wants Trustee, Ch. 7 Conversion
VMW INVESTMENTS: Cash Use OK'd; Lakeland Objection Overruled
WD-I ASSOCIATES: Unsecureds to Get Paid from Liquidation Proceeds
WILLIE J. JACKSON: Suit vs Guaranty Bank Held in Abeyance
YAHWEH CENTER: SunTrust Bank Dismissed from Trustee Suit
[^] Large Companies with Insolvent Balance Sheet
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AERO-MARINE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
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Debtor: Aero-Marine Technologies, Inc.
8231 Burnt Store Rd.
Punta Gorda, FL 33950
Jointly Administered 9:19-bk-07548-FMD
Joseph N. Vaughn and Theresa L. Vaughn
Business Description: Aero-Marine Technologies, Inc. --
https://www.aero-marinetechnologies.com --
provides total support for waste and water
system components found on Boeing, Airbus
and Embraer aircraft. Aero-Marine
Technologies is a full-service Maintenance,
repair and overhaul (MRO) with a worldwide
customer base.
Chapter 11 Petition Date: August 9, 2019
Court: United States Bankruptcy Court
Middle District of Florida (Ft. Myers)
Case No.: 19-07547
Judge: Hon. Caryl E. Delano
Debtor's Counsel: Mark F. Robens, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison Street
Tampa, FL 33602
Tel: 813-229-0144
Fax: 813-229-1811
E-mail: mrobens.ecf@srbp.com
mrobens@srbp.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph N. Vaughn, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb19-07547_creditors.pdf
ALLIED WELDING: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Aug. 9 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Allied Welding, Inc.
The committee members are:
(1) Central Tower Exchange Corp.
c/o Kara Brashear, Administrator/Treasurer
9102 N. Industrial Rd., Ste. A
Peoria, IL 61615
Phone: 309-691-0800
Email: centraltower@sbcglobal.net
(2) Hoeman Capital Management
c/o Mark Hoeman, President
1540 Yarmouth Point
Chesterfield, MO 63017
Phone: 636-519-0999
Email: mhoeman@hoemancapital.com
(3) O'Brien Steel Service Co.
c/o Gregory Brown, VP/Finance
1520 NE Adams St.
Peoria, IL 61603
Phone: 309-282-7228
Email: gbrown@obriensteel.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Allied Welding Inc.
Founded in 1964, Allied Welding, Inc. --
https://www.alliedwelding.net/ -- provides assembly, packaging,
precision CNC machining, welding, powder coating and plasma cutting
services. It has a 78,000-square-foot manufacturing facility in
Chillicothe, Ill.
Allied Welding sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Ill. Case No. 19-81007) on July 17, 2019. At the
time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. The
case is assigned to Judge Thomas L. Perkins. The Debtor is
represented by Rafool, Bourne & Shelby, P.C.
ANKA BEHAVIORAL: New Plan Adds Provision on Trustee Obligations
---------------------------------------------------------------
ANKA Behavioral Health, Inc., and the Official Committee of
Unsecured Creditors filed a disclosure statement for their joint
plan of liquidation dated August 2, 2019.
This latest filing provides that the Liquidation Trustee can start
to prepare for her takeover of the case prior to the Confirmation
Hearing. While she would not start her services until such time as
the Plan is confirmed, she can start to think through the issues
that are involved, learn the history, and make suggestions for an
efficient turnover of operations. The Liquidation Trustee can also
engage in advance planning for which if any employees are necessary
for the remaining activities, including avoidance action evidence,
collections, and other issues that will arise in an organized
wind-down of the Debtor. In contrast, if a trustee is appointed by
the Court, there would not be the same opportunity to introduce the
trustee to the issues remaining in the case until after his or her
employment. If there were a gap in time while the trustee
determines what is necessary, some of the remaining critical
employees may not be available to work for the trustee.
The court-appointed trustee would also have to take the time to
seek authority to retain employees. The trustee would also need
time to understand what assets are important to retain, such as the
use of computer programs, server leases, and real property leases
if necessary. While some of the costs to the estate of a
Court-appointed trustee and a Liquidation Trustee would be similar,
such as how much the trustee would be compensated; ultimately
creditors will benefit by the continuity that the Liquidation
Trustee can bring to this process.
A redlined copy of the Latest Disclosure Statement dated August 2,
2019 is available at https://tinyurl.com/y6bh6jr3 from
Pacermonitor.com at no charge.
About Anka Behavioral Health
In operation since 1973, Anka Behavioral Health, Inc. --
https://www.ankabhi.org/ -- is a 501(c)3 non-profit behavioral
healthcare corporation. It offers crisis residential treatment,
transitional residential treatment, and long-term residential
treatment for children and adults experiencing a psychiatric
emergency or behavioral crisis. Anka's residential-based facilities
are located in Contra Costa, Alameda, Solano, Sonoma, Santa Clara,
Fresno, San Luis Obispo, Santa Barbara, Ventura, Los Angeles, and
Riverside Counties in California, and Tuscola County in Michigan.
ANKA Behavioral Health sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-41025) on April 30,
2019. At the time of the filing, the Debtor estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.
The case is assigned to Judge William J. Lafferty.
The Debtor tapped Trodella & Lapping, LLP and Wendel, Rosen, Black
& Dean, LLP as legal counsel; BPM LLP as financial advisor; and
Donlin Recano & Company, Inc. as claims and noticing agent.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on May 8, 2019. The committee is represented by Fox
Rothschild LLP.
AVEUM INVESTMENTS: Ch. 11 Trustee Sought Due to Gross Mismanagement
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Nancy J. Gargula, the United States Trustee for Region 21, asked
the U.S. Bankruptcy Court for the Northern District of Georgia to
enter an order directing the appointment of a Chapter 11 trustee
for Aveum Investments, LLC.
Based on the case, the U.S. Trustee found that the Debtor's
principal's unexplained withdrawals from the Debtor's checking
account showed material self-dealing and lack of competence in the
conduct of the Debtor's business operations which caused the Debtor
to breach its fiduciary obligations to its creditors.
The U.S. Trustee noted that the blatant self dealing of the
Debtor's principal constitutes gross mismanagement within the
meaning of the statute, hence, cause exists for the appointment of
a trustee under section 1102(a)(1) of the Bankruptcy Code.
Moreover, the U.S. Trustee opined that the appointment of a Chapter
11 trustee who will administer the case and safeguard the property
of the estate is appropriate for several reasons. First, an
independent fiduciary is best situated to investigate the
circumstances that led to the Debtor's bankruptcy filing, to
maximize the value of the estate and to determine if the estate has
claims against others that may be pursued for the benefit of its
creditors and equity security holders. Second, the U.S. Trustee
believes that a Chapter 11 trustee is also the appropriate party to
pursue any claims the estate may have against insiders of the
Debtor. Lastly, the U.S. Trustee noted that the trustee's
independence will permit the pursuit of all possible avenues of
recovery.
About Aveum Investments
Aveum Investments, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-60303) on July 1,
2019. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million.
BLACKHAWK MINING: Shearman, Ashby Represent First Lien Group
------------------------------------------------------------
In the Chapter 11 cases of Blackhawk Mining LLC, et al., the law
firms Shearman & Sterling LLP and Ashby & Geddes, P.A. submitted a
verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure to disclose that the firm is representing the
Ad Hoc First Lien Group, consisting of members holding:
(i) claims under that certain First Lien Term Loan Credit
Agreement, dated as of Feb. 17, 2017 by and among Blackhawk Mining
LLC, the lenders party thereto from time to time, and Jefferies
Finance LLC, as administrative agent;
(ii) certain equity interests in Blackhawk, and
(iii) claims under that certain Senior Secured
Debtor-in-Possession Term Loan Credit Agreement, dated as of July
23, 2019, by and among Blackhawk, the lenders party thereto, and
Cantor Fitzgerald Securities, as administrative agent, in the form
of initial loans and initial roll-up loans.
As of Aug. 6, 2019, Holdings of the Ad Hoc First Lien Lender Group
and their disclosable economic interests are:
(1) Caspian Capital LP and related entities
10 East 53rd Street 35th Floor
New York, NY 10022 USA
As of the Formation Date:
* First Lien Term Loan Holdings: $37,243,200.01
* Blackhawk Units: 902.90 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $32,933,128.92
* Initial Loans: $2,155,035.55
* Initial Roll-Up Loans: $4,310,071.09
* Blackhawk Units: 902.90 Class C Units
(2) CQS Credit Multi Asset Fund and related entities
4th Floor, One Strand
London WC2N 5HR
United Kingdom
As of the Formation Date:
* First Lien Term Loan Holdings: $85,382,562.45
* Second Lien Term Loan Holdings: $4,492,560.88
* Blackhawk Units: 803.60 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $75,501,432.09
* Second Lien Term Loan Holdings: $4,492,560.88
* Initial Loans: $4,940,565.18
* Initial Roll-Up Loans: $9,881,130.36
* Blackhawk Units: 803.60 Class C Units
(3) Canyon Capital Advisors LLC
Canyon Partners Real Estate LLC
2000 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
Attention: Legal Department
As of the Formation Date:
* First Lien Term Loan Holdings: $55,323,944.00
* Blackhawk Units: 802.80 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $48,921,429.40
* Initial Loans: $3,201,257.30
* Initial Roll-Up Loans: $6,402,514.60
* Blackhawk Units: 802.80 Class C Units
(4) CPPIB Credit Investments III Inc.
One Queen Street East
Suite 2500
Toronto, ON M5C 2W5
Canada
As of the Formation Date:
* First Lien Term Loan Holdings: $29,176,500.00
* Blackhawk Units: 423.30 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $25,799,969.81
* Initial Loans: $1,688,265.10
* Initial Roll-Up Loans: $3,376,530.19
* Blackhawk Units: 423.30 Class C Units
(5) Jefferies Leveraged Credit Products, LLC
520 Madison Avenue
New York, NY 10022
As of the Formation Date:
* First Lien Term Loan Holdings: $11,381,168.32
* Blackhawk Units: 68.20 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $10,064,051.52
* Initial Loans: $658,558.40
* Initial Roll-Up Loans: $1,317,116.80
* Blackhawk Units: 68.20 Class C Units
(6) J.H. Lane Partners Master Fund, LP
126 East 56th Street, Suite 1620
New York, NY 10022
As of the Formation Date:
* First Lien Term Loan Holdings: $8,684,712.50
* Blackhawk Units: 110.60 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $7,679,650.41
* Initial Loans: $502,531.04
* Initial Roll-Up Loans: $1,005,062.09
* Blackhawk Units: 110.60 Class C Units
(7) Essex Equity High Income Joint Investment Vehicle, LLC
Essex Equity Joint Investment Vehicle, LLC
Richmond Hill Capital Partners LP
375 Hudson Street, 12th Floor
New York, NY 10014
As of the Formation Date:
* First Lien Term Loan Holdings: $28,203,950.00
* Blackhawk Units: 409.10 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $24,939,970.82
* Initial Loans: $1,631,989.59
* Initial Roll-Up Loans: $3,263,979.18
* Blackhawk Units: 409.10 Class C Units
(8) York Global Finance BDH, LLC
767 5th Avenue, 17th Floor
New York, NY 10153
As of the Formation Date:
* First Lien Term Loan Holdings: $7,945,100.00
* Blackhawk Units: 28.20 Class C Units
As of Aug. 6, 2019:
* First Lien Term Loan Holdings: $7,025,631.59
* Initial Loans: $459,734.20
* Initial Roll-Up Loans: $919,468.41
* Blackhawk Units: 28.20 Class C Units
Counsel to the Ad Hoc First Lien Lender Group can be reached at:
ASHBY & GEDDES, P.A.
Don A. Beskrone, Esq.
500 Delaware Avenue, 8th Floor
P.O. Box 1150
Wilmington, DE 19899-1150
Tel: (302) 654-1888
Fax: (302) 654-2067
E-mail: dbeskrone@ashbygeddes.com
- and -
SHEARMAN & STERLING LLP
Fredric Sosnick, Esq.
Ned S. Schodek, Esq.
599 Lexington Avenue
New York, NY 10022-6069
Tel: (212) 848-4000
Fax: (212) 848-7179
E-mail: fsosnick@shearman.com
ned.schodek@shearman.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at
http://bankrupt.com/misc/Blackhawk_Mining_130_Rule2019.pdf
About Blackhawk Mining
Blackhawk Mining LLC specializes in coal production. The Company
acquires and operates idled coal reserves, mines, preparation
plants, and loading facilities. Blackhawk Mining operates
throughout the State of Kentucky.
Blackhawk Mining LLC filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
19-11595) on July 19, 2019. L. Katherine Good at Potter Anderson &
Corroon LLP is the Debtor's counsel.
BURKHALTER RIGGING: Unsecureds to Recoup 5%-30% in Latest Plan
--------------------------------------------------------------
Burkhalter Rigging, Inc., and affiliates filed a disclosure
statement with respect to its amended chapter 11 plan of
liquidation dated August 2, 2019.
This latest filing modifies the treatment of general unsecured
claims in Class 5. Each Holder of a Class 5 Allowed General
Unsecured Claim will be paid its Pro Rata share of any
Distributions from the Liquidation Trust on such terms and in such
priority as set forth in the Metro Settlement.
There is a dispute as to what constitutes reasonable fees for the
Metro Professional Fee Claim under the proposed Metro Settlement.
If no fees are awarded to Metro for Metro Professional Fee Claim,
the estimated Class 5 General Unsecured Claims recovery would be
30%. If Metro is successful in obtaining all claimed fees for the
Metro Professional Fee Claim, the estimated Class 5 General
Unsecured Claims recovery would be 5%. The Debtors believe that the
likely recovery is between 5% and 30% depending on the resolution
of this dispute.
The initial version of the plan provided that this class' estimated
recovery is 7%-12%.
A copy of the Amended Disclosure Statement dated August 2, 2019 is
available at https://tinyurl.com/y3vgrumo from Pacermonitor.com at
no charge.
About Burkhalter Rigging
Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and
Burkhalter Specialized Transport, LLC, each filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 19-30495) on Jan. 31, 2019. In the
petition signed by Brooke Burkhalter, president, the Debtor
estimated $10 million to $50 million in assets and $10 million to
$50 million in liabilities.
The case is assigned to Judge Marvin Isgur.
Marcus Alan Helt, Esq., at Foley & Lardner LLP, is the Debtor's
counsel. Dacarba LLC is serving as chief restructuring officer.
National Transaction Advisors, Inc., is financial advisor and
investment banker.
Henry Hobbs Jr., acting U.S. trustee, appointed an official
committee of unsecured creditors in the Debtors' cases on Feb. 19,
2019. The committee tapped Lugenbuhl, Wheaton, Peck, Rankin &
Hubbard as its legal counsel, and Stout Risius Ross, LLC as its
financial advisor.
C&M PLASTICS: FCB Objects to Disclosure Statement
-------------------------------------------------
First Citizens Bank ("FCB") objects to the adequacy of the First
Joint Disclosure Statement explaining the Joint Chapter 11 Plan
filed by C&M Plastics, LLC, and Sandra Craven.
According to FCB, this Court should not approve the Disclosure
Statement because, on its face, the Plan is incapable of
confirmation.
FCB complains that the unsupported undervaluation of the Equipment
is not fair and equitable and renders the Plan unconfirmable on its
face.
FCB asserts that a plan cannot be confirmed unless confirmation "is
not likely to be followed by liquidation, or the need for further
financial reorganization of the debtor unless such liquidation or
reorganization is proposed by the plan."
FCB points out that the Debtors have provided no information
regarding from whom Craven will obtain such a loan and have
apparently ignored the requirement that Craven, an individual
chapter 11 debtor, must obtain Court approval prior to incurring
additional debt outside the ordinary course of business.
FCB further points out that the Debtors have failed to provide any
prospective analysis of C&M's expected future financial
performance.
Counsel for First Citizens Bank:
Dean C. Waldt, Esq.
Michael A. DiGiacomo, Esq.
BALLARD SPAHR LLP
1 East Washington Street, Suite 2300
Phoenix, AZ 85004-2555
About C&M Plastics, LLC
C&M Plastics -- http://www.cm-plastics.com-- is an (EBM) Extrusion
Blow molding company with over 25 years of experience in
manufacturing and packaging for the nutraceutical, pharmaceutical,
food, beverage, and cosmetic industries. C&M Plastics offers a
wide range of services such as custom EMB molds, bottle design,
custom packaging and filling, manufacturing, inventory management
and stocking programs. The Company is headquartered in Phoenix,
Arizona.
C&M Plastics filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
19-01871), on Feb. 21, 2019. The petition was signed by Sandra
Craven, manager/member. The case is assigned to Judge Madeleine C.
Wanslee. The Debtor is represented by Patrick F. Keery, Esq., at
Keery McCue, PLLC. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.
CENTURY LEASING: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Aug. 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Century Leasing, LLC.
About Century Leasing
Century Leasing LLC is a privately held company in the truck rental
business.
Century Leasing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.D. Case No. 19-40296) on July 8, 2019.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
The case has been assigned to Judge Charles L. Nail, Jr. Brende &
Meadors LLP is the Debtor's bankruptcy counsel.
CLYDE EVANS: Sept. 11 Hearing on Disclosure Statement
-----------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining the Chapter 11 plan of Clyde Evans Land Company Inc.
will be held at Courtroom No. 2, Room 103, United States
Courthouse, 1716 Spielbusch Avenue, Toledo, Ohio, on September 11,
2019, at 1:30 p.m. September 4, 2019, is fixed as the last day for
filing with the court and serving written objections to the
disclosure statement.
About Clyde Evans Land Co.
Clyde Evans Land Company Inc. owns and operates commercial real
estate properties. The company was incorporated in 1976 and is
based in Lima, Ohio.
Clyde Evans Land Company Inc. filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
18-33906) on Dec. 18, 2018. In the petition signed by Dave Evans,
president, the Debtor estimated assets of $1 million to $10 million
in assets and liabilities of the same range. The case is assigned
to Judge Mary Ann Whipple. The Debtor is represented by Steven L.
Diller, Esq., at Diller and Rice, LLC.
COLORADO GROUP 3: Cash Use Motion as Budget Missing
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado denied the
motion of Colorado Group 3 LLC to use cash collateral and its
request for entry for expedited orders. The Court said that the
Debtor has failed to comply with applicable local rules,
specifically with respect for failing to attach the budget related
to the Cash Collateral Motion. The Debtor's request will be
addressed when the Court and parties-in-interest will be provided
the lacking information, the Court said.
The Court denied the Debtor's request without prejudice.
About Colorado Group 3
Colorado Group 3 LLC operates short term and long term rental on
its property at 124 River Bend Way, Glenwood Springs, Colorado.
Colorado Group 3 LLC sought Chapter 11 protection (Bankr. D. Colo.
Case No. 19-116388) on July 26, 2019, estimating less than $50,000
in assets and liabilities. Michael J. Davis, Esq., of DLG LAW
GROUP LLC, represents the Debtor.
COLORADO GROUP: Cash Use Denied as Budget Missing
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado denied the
request of Colorado Group LLC, I, to use cash collateral and the
request for entry of expedited orders.
Judge Thomas B. McNamara said the Debtor has not complied with
applicable local rules, specifically the failure to attach the
budget which it represented to have submitted, and a certain filing
procedure it failed to follow with respect to a motion compelling a
receiver to turnover real property. The Debtor's request, he
says, will be addressed when the Court and parties-in-interest will
be provided said information.
The Debtor's request is denied without prejudice.
About Colorado Group
Colorado Group LLC 1 is into the business of acquiring short term
and long terms renters for its property located at 66 Davis Court,
Breckenridge, Colorado. The Company sought Chapter 11 protection
(Bankr. D. Colo. Case No. 19-16386) on July 26, 2019. As of the
filing of this case, the Debtor's assets are valued at up to
$50,000 and its liabilities are within the same range. Michael J.
Davis, Esq., of DLG LAW GROUP LLC, is the Debtor's counsel.
COMMERCIAL INVESTMENTS: Court Approves Cash Collateral Use
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
authorized Commercial Investments, LLC, to use cash collateral of
Wisconsin Bank & Trust to pay postpetition expenses necessary for
its business operations.
As adequate protection, the Debtor shall pay Wisconsin $1,000
beginning on June 25, 2019 and continuing each month thereafter
until occurrence of any of these events: (i) the confirmation of a
Plan, (ii) the dismissal of the Debtor's Chapter 11 case, or (iii)
the conversion to a case under another chapter of the Bankruptcy
Code; Property acquired by the estate or by the Debtor after the
Petition Date -- including cash collateral, such as rents, received
by the debtor after the filing of the petition -- is subject to any
security interest created by any security agreement entered into by
the Debtor and Wisconsin before the Petition Date, the Court ruled.
About Commercial Investments
Commercial Investments, LLC, in the business of commercial property
management in Milwaukee, Wisconsin, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Wisc. Case No. 19-24658) on
May 13, 2019. In the petition signed by its principal/sole
shareholder/managing member, Willie A. Smith, the Debtor estimated
assets and liabilities of less than $500,000. The Debtor is
represented by Michael J. Cerniglia, Esq., at Krekeler Strother,
S.C.
CREATIVE LEARNING: Unsecureds to Get 2.3% in Cash Over Five Years
-----------------------------------------------------------------
Creative Learning Systems, LLC, filed an amended plan of
reorganization and accompanying disclosure statement to modify the
treatment of claims.
Class 4 - Unsecured Claims are impaired. Allowed Class 4 Claims
shall be paid 2.3% in Cash over a five-year period in equal monthly
installments due on the first of each month.
Class 2 - Allowed Secured Claims are impaired. The Allowed Secured
Claim of FC Marketplace shall be paid in Cash over a period of five
years in equal monthly payments commencing on the Effective Date,
at the annual interest rate of ten percent (10%). Based on E.K.
Triangle’s claim amount, Debtor will pay $1,485.37 per month
(principal and interest) for the next 60 months beginning on the
Effective Date, until the Claim is paid in full. FC Marketplace
will be granted a replacement lien on all property and assets of
Debtor. EK Triangle has agreed to accept $20,000 of the $50,000
secured claim as the deposit for the New Lease.
Class 3 - Unsecured Claim of EK Triangle LLC. EK Triangle, Debtor
and Vlad Breyter (limited guarantor) have agreed that $0 will be
paid on this Claim based on EK Triangle and Debtor rejecting the
Old Lease and the Reorganized Debtor entering into the New Lease on
the Effective Date. As a condition of the New Lease and the limited
guarantee of Vlad Breyter, EK Triangle has agreed to vote in favor
of the Plan.
Class 5 - Equity Interests. On the Effective Date, all class 5
Equity Interests shall be cancelled without any distribution on
account of such Equity Interests.
The Debtor will issue new equity interests in the Reorganized
Debtor in exchange for a contribution to be made by BFT II, LLC,
anticipated to be at least $100,000. BFT II, LLC will, on the
Effective Date, contribute Cash sufficient to pay (1) Allowed
Administrative Expense Claims, (2) the amounts necessary to pay the
initial payments to the Allowed Unsecured Creditors as set forth in
the Plan, and (3) in its discretion funds necessary for the
operation of the Debtor's day care facility for the near future.
A full-text copy of the Amended Disclosure Statement dated August
7, 2019, is available at https://tinyurl.com/y42wcvdr from
PacerMonitor.com at no charge.
Counsel for the Debtor:
H. Bruce Bronson, Esq.
BRONSON LAW OFFFICES, P.C.
480 Mamaroneck Ave.
Harrison, NY 10528
Tel: (914) 269-2530
Fax: 888-908-6906
About Creative Learning Systems
Creative Learning Systems, LLC, which conducts business under the
name The Goddard School, has used the most current, academically
endorsed methods to ensure that children from six weeks to six
years old have fun while learning the skills they need for
long-term success in school and in life.
Creative Learning Systems filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 18-23814) on Nov. 26, 2018, estimating under $1
million in both assets and liabilities. The case has been assigned
to Judge Robert D. Drain. The Law Office of Rick S. Cowle, P.C.,
led by principal Rick S. Cowle, is the Debtor's counsel.
DAVID HARVEY: Court Approves Cash Collateral Use
------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut allows
David Harvey Fine Jewelers, LLC, to use cash collateral to pay its
actual and ordinary postpetition operating expenses.
Judge Julie A. Manning ordered that:
* the Debtor will pay necessary postpetition operating expenses
based on the interim budget with a line item variance of 10
percent. The Debtor, however, may pay any accrued sales and use
taxes whether or not in excess of the 10 percent provided it
collects the same amounts as are paid, and as agreed in writing
with the TD Bank, N.A., one of the Debtor's secured creditors
together with Blue Vine Capital, Inc.;
* the aggregate total expenditures will not exceed $153,372 for
the month of August 2019 unless such amounts are exceeded solely as
a result of sales and use taxes collected and paid;
* replacement liens granted to the Secured Creditors shall be
perfected by the operation of the law upon the execution of the
Court Order;
* the liens of the Secured Creditors and any replacement thereof
shall be subject and subordinate to a carve-out for post-petition
employee wages, employee taxes and employee benefits, including
health insurance. The allowed administrative claims of Debtor's
counsel Charmoy & Charmoy and any other of the Debtor's
professionals retained in this Chapter 11 case will also be
subordinate to the liens of the Secured Creditors; and
* the Debtor will maintain all appropriate insurance to insure
and protect all of its postpetition assets, to the extent of each
Secured Creditor's interest.
The Court-approved cash budget for the month of August disclosed
disbursements of $44,000 for payroll and withholdings, $30,000 for
prepaid inventory, and $21,000 for prepaid repairs, among others,
of the $139,337 total budgeted cash distributions for that month.
The Court order relates to the Debtor's fifth request to use cash
collateral.
About David Harvey Fine Jewelers
David Harvey Fine Jewelers owns and operates jewelry stores that
offer timepieces, designer jewelry, engagement rings & wedding
bands, and giftware collectables. The Company has locations in
Darien and Norwalk, Connecticut.
David Harvey Fine Jewelers, LLC, based in Darien, CT, filed a
Chapter 11 petition (Bankr. D. Conn. Case No. 19-50385) on March
25, 2019. The petition was signed by Jeffrey Roseman, president,
David Harvey Jewelers Inc., sole member. In its petition, the
Debtor estimated $1 million to $10 million in both assets and
liabilities. Scott M. Charmoy, Esq., at Charmoy & Charmoy, serves
as bankruptcy counsel to the Debtor.
DELPHI CORP: PBGC Wins Summary Judgment Bid vs Beneficiaries
------------------------------------------------------------
Senior District Judge Arthur J. Tarnow issued an order denying
Plaintiff's motion for summary judgment and granting Defendant's
motion for summary judgment in the case captioned DENNIS BLACK, ET
AL., Plaintiffs, v. PENSION BENEFIT GUARANTEE CORP., Defendant,
Case No. 09-13616 (E.D. Mich.).
Plaintiffs, beneficiaries of Delphi Corporation's Retirement
Program for Salaried Employees ("Salaried Plan"), commenced this
ERISA action on Sept. 14, 2009 after Defendant Pension Benefit
Guarantee Corporation and Delphi entered into an agreement to
terminate the Salaried Plan. The parties filed with the Court
cross-motions for summary judgment.
Plaintiffs argue that section 1342(c) of ERISA required PBGC to
obtain a district court adjudication that termination was necessary
prior to terminating the Salaried Plan via agreement with Delphi.
Plaintiffs further argue that termination of the Salaried Plan was
improper in light of PBGC's negotiating leverage with GM. According
to Plaintiffs, PBGC could have, and should have, exercised this
leverage to negotiate with GM for GM assumption of the Salaried
Plan.
The Court holds that the Plaintiff's argument is without merit.
Section 1342(c) clearly sets forth two alternative procedures for
termination of a pension plan: application to the district court
for a decree that the plan must be terminated; or agreement between
the corporation and the plan administrator that the plan should be
terminated. Nearly every circuit to have considered this issue has
found the same.
Section 1342(c) required neither PBGC nor Delphi to seek an
adjudication prior to terminating the Salaried Plan via agreement.
Despite Plaintiffs' assertions concerning PBGC's leverage, the
record establishes that GM assumption of the Salaried Plan was not
a viable option. Whenever offered the opportunity to assume the
Salaried Plan, GM repeatedly, and emphatically, declined. In fact,
no company offered to sponsor the Salaried Plan. Because funding
the Salaried Plan could not continue without a sponsor, PBGC had no
choice but to terminate. PBGC acted in accordance with section 1342
when, after determining that the Salaried Plan had not, and could
not, meet the minimum funding standard, it executed an agreement
with Delphi to terminate the Salaried Plan.
Plaintiffs argue that even if PBGC's termination of the Salaried
Plan violated neither ERISA nor the Due Process Clause, the Court
should nevertheless find that PBGC acted arbitrarily and
capriciously in violation of the APA.
Plaintiffs have offered no evidence to support this claim. The
record establishes that the Salaried Plan was severely underfunded
for guaranteed benefits at the time of termination--approximately
50% funded. There was no entity willing to sponsor the Salaried
Plan upon Delphi's liquidation. As defense counsel explained at the
hearing: "That is the paradigm situation where PBGC's guarantee is
called upon. . . . [t]he money in the plan is taken over by PBGC,
added to [PBGC's] funds, and it is used in part to defray the
benefits due, supplemented by PBGC's insurance funds to the extent
that the plan is underfunded for guaranteed benefits."
In this case, PBGC and Delphi agreed to terminate the Salaried Plan
because the Plan failed to meet the minimum-funding standard
required under the Internal Revenue Code and would be unable to pay
benefits when due. In light of Delphi's liquidation, PBGC faced the
very real possibility of an unreasonable increase in long-run loss
if the Plan was not terminated. Based on the record, the Court
cannot conclude that PBGC acted arbitrarily and capriciously in
terminating the Salaried Plan.
A copy of the Court's Order dated March 22, 2019 is available at
https://bit.ly/2Z1IS3i from Leagle.com.
Dennis Black, Charles Cunningham, Kenneth Hollis & Delphi Salaried
Retiree Association, Plaintiffs, represented by Alan J. Schwartz,
Jacob and Weingarten, Anthony F. Shelley -- ashelley@milchev.com --
Miller & Chevalier, Michael N. Khalil -- mkhalil@milchev.com --
Miller and Chevalier Chartered & Timothy P. O'Toole --
totoole@milchev.com -- Miller and Chevalier.
Pension Benefit Guaranty Corporation, Defendant, represented by C.
Wayne Owen, Pension Benefit Guaranty Corporation.
About Delphi Corp.
Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments. Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.
The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed $9.16 billion in
assets and $23.7 billion in debt.
The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was
not consummated after a group led by Appaloosa Management, L.P.,
backed out from their proposal to provide $2.55 billion in equity
financing to Delphi. At the end of July 2009, Delphi obtained
confirmation of a revised plan, build upon a sale of the assets to
a entity formed by some of the lenders who provided $4 billion of
debtor-in-possession financing, and General Motors Company.
On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective. A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company, GM
Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's
business among three separate parties -- DPH Holdings LLC, GM
Components, and DIP Holdco 3.
Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is
responsible for the post-Effective Date administration and eventual
closing of the Chapter 11 cases as well as the disposition of
certain retained assets and payment of certain retained liabilities
as provided under the Modified Plan.
Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP. Delphi Automotive LLP is the successor to the
former Delphi Corporation. At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise at
least $100 million.
DIMORA BRANDS: Moody's Affirms B3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed Dimora Brands, Inc.'s ratings,
including its B3 Corporate Family Rating, B3-PD Probability of
Default Rating, B2 senior secured 1st lien revolver, B2 senior
secured 1st lien term loan, and Caa2 senior secured 2nd lien term
loan. The outlook is stable.
Dimora recently entered into agreement to purchase a small
distributor and manufacturer of high end accessories for the
kitchen and bath industries. To fund the acquisition, Dimora will
raise $40 million of incremental 1st lien term loan facility due
August 2024 and draw down on $24 million under its senior secured
1st lien revolving credit facility due 2023. The first lien term
loan balance will rise to $288 million, with pricing for the
instrument staying the same and no changes to the credit agreement
terms anticipated. At closing, pro forma for the transaction,
Moody's projects debt-to EBITDA (inclusive of Moody's Adjustments)
to increase by 1/3 of a turn to 5.5x.
Outlook Actions:
Issuer: Dimora Brands, Inc.
Outlook, Remains Stable
Affirmations:
Issuer: Dimora Brands, Inc.
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Gtd. Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Gtd. Senior Secured 1st Lien Revolving Credit Facility,
Affirmed B2 (LGD3)
Gtd. Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6)
RATINGS RATIONALE
Dimora's B3 Corporate Family Rating reflects the company's small
size and scale, lack of strong barriers to entry, and elevated
leverage. At the same time Moody's credit rating takes into
consideration the company's robust EBITA margins, solid operational
execution and its good liquidity profile. The first lien senior
secured revolver and first lien senior secured term loan are rated
one notch above the CFR because of their seniority in the capital
structure and the loss absorption provided by the company's second
lien term loan.
The stable outlook reflects Moody's view that Dimora will continue
to grow its revenues and improve its profitability, apply free cash
flow towards debt reduction, and maintain a good liquidity
profile.
The rating could be upgraded if the company significantly increases
it scale, maintains its strong profitability, the industry
environment remains stable, and debt-to-EBITDA falls below 5.0x for
a sustained period of time.
The rating could be downgraded if the company's liquidity
deteriorates or debt-to EBITDA exceeds 6.5x on a sustained basis.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
Headquartered in Dallas, TX, Dimora designs, manufactures, sources,
and distributes products for cabinets, including functional
hardware, decorative hardware, decorative wood, custom drawer
boxes, and other items, serving customers throughout the United
States and Canada. Pro forma revenues for trailing twelve months
ended March 30, 2019 were approximately $236 million.
DIPLOMAT PHARMACY: Moody's Lowers CFR to B3, Outlook Developing
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Diplomat
Pharmacy, Inc. including the Corporate Family Rating to B3 from B2,
the Probability of Default Rating to B3-PD from B2-PD, and the
senior secured rating to B3 from B2. At the same time, Moody's
affirmed the SGL-3 Speculative Grade Liquidity Rating. The rating
outlook is developing.
The downgrade of the Corporate Family Rating to B3 from B2 reflects
deteriorating performance in Diplomat's two major operating
segments -- specialty pharmacy and pharmacy benefit management
(PBM) -- that will keep debt/EBITDA elevated above the 6.0x
threshold that Moody's incorporated in the prior rating of B2.
The downgrade also incorporates Moody's view that rapidly changing
industry conditions will persist, continuing to pressure Diplomat's
operating performance. In specialty pharmacy, large integrated
competitors are steering more specialty prescriptions to in-house
specialty businesses, and other payors are narrowing their
specialty pharmacy networks. In the PBM division, Diplomat faces
execution challenges in rebranding itself as CastiaRx and winning
new business in an increasingly competitive industry.
In light of these challenges, the company has announced a strategic
review that will consider all options including a potential sale of
the company or divestitures of business lines. The change in
outlook to developing reflects uncertainty around the credit
impact, if any, of the outcome of the strategic review.
Ratings downgraded:
Corporate Family Rating, to B3 from B2
Probability of Default Rating, to B3-PD from B2-PD
Guaranteed Senior secured first lien credit facilities,
to B3 (LGD4) from B2 (LGD4)
Rating affirmed:
Speculative Grade Liquidity Rating, SGL-3
Outlook actions:
Changed to Developing from Negative
RATINGS RATIONALE
Diplomat's B3 Corporate Family Rating reflects its niche position
as a specialty pharmacy operator and its recent expansion into the
PBM space. In both business lines, Diplomat ranks considerably
smaller than leading players including CVS, Walgreen, and Express
Scripts, and intense competitive is pressuring Diplomat's earnings.
Financial leverage is high, with debt/EBITDA of over 5x as of June
30, 2019 likely rising to over 7x by year-end 2019 due to a
declining earnings trajectory. The ratings are supported by Moody's
expectation for positive free cash flow, adequate liquidity, and
the increasing use of specialty pharmacy treatments industry-wide.
The SGL-3 liquidity rating reflects adequate liquidity, based on
Moody's expectation of positive free cash flow over the next 12 to
18 months, although not in every quarter due to working capital
swings. The company's $200 million revolving credit agreement
expiring in 2022 will likely remain at least 50% drawn, although
the company is committed to using cash flow for debt reduction.
Revolver borrowings totaled $125 million as of June 30, 2019. The
company recently amended financial maintenance covenants in its
credit agreement, and Moody's anticipates adequate cushion over the
next 12 to 18 months.
The B3 rating on the senior secured credit facilities reflects a
1-notch positive override from the Loss Given Default (LGD) model
implied outcome of Caa1. The override reflects that there can be
significant volatility in Diplomat's trade payables, which is large
relative to Diplomat's funded debt.
The rating outlook is developing. This reflects the potential for
further erosion in the credit profile if operating challenges
continue, but also the potential for a stronger credit profile
depending on the outcome of the strategic review. The acquisition
of Diplomat by a strategic buyer with a stronger credit profile, or
deleveraging through asset sales, could strengthen Diplomat's
credit profile.
Factors that could lead to a downgrade include weak trends in
specialty dispensing rates or profitability per script, high client
turnover, legislative risks, increasing concerns about Diplomat's
competitive position, or an erosion in liquidity. Specifically,
debt/EBITDA sustained over 7.0x could cause negative rating
pressure.
Factors that could lead to an upgrade include improved business
trends in both the specialty and PBM businesses, achievement of
solid growth and high customer retention, and debt/EBITDA sustained
below 5.0x.
Headquartered in Flint, Michigan, Diplomat Pharmacy is a
publicly-traded specialty pharmacy company. Diplomat dispenses
pharmaceutical products that treat rare diseases, and also offers
infusion therapy and pharmacy benefit management services.
Including recently acquired PBM businesses, annual revenues total
about $5 billion.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
DYNATRACE INTERMEDIATE: Moody's Raises CFR to B1, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Dynatrace Intermediate, LLC's
Corporate Family Rating to B1 from B2 and Probability of Default
Rating to B1-PD from B2-PD. Concurrently, Moody's assigned an SGL-1
Speculative Grade Liquidity Rating to Dynatrace, affirmed the
company's senior secured first lien bank credit facilities at B1,
and withdrew the Caa1 rating on its senior secured second lien term
loan. The affirmation of the B1 senior secured first lien bank
credit facilities at B1 reflects the single class of debt within
Dynatrace's capital structure following the repayment of the second
lien term loan.
The rating upgrade reflects the reduction of leverage to about 4.7x
from 7.3x following Dynatrace's repayment of its second lien term
loan and a portion of its first lien term loan. Dynatrace closed an
IPO process in August of 2019 and subsequently applied a portion of
the proceeds to repay approximately $386 million of outstanding
debt. Leverage is expected to continue to decline toward 4x over
the next 12-18 months, driven by the company's low double-digit
percent organic revenue and EBITDA growth and mandatory
amortization payments on its first lien term loan. The rating
upgrade is also supported by the expectation that as a publicly
traded company, Dynatrace will maintain a more moderate financial
policy. Private equity sponsor Thoma Bravo retains a controlling
interest in the company.
Upgrades:
Issuer: Dynatrace Intermediate, LLC
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from
B2-PD
Assignments:
Issuer: Dynatrace Intermediate, LLC
Speculative Grade Liquidity Rating, Assigned SGL-1
Affirmations:
Issuer: Dynatrace Intermediate, LLC
Gtd Senior Secured 1st lien Term Loan, Affirmed B1 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility,
Affirmed B1 (LGD3)
Withdrawals:
Issuer: Dynatrace Intermediate, LLC
Gtd Senior Secured 2nd lien Term Loan, Withdrawn ,
previously rated Caa1 (LGD6)
Outlook Actions:
Issuer: Dynatrace Intermediate, LLC
Outlook, Remains Stable
RATINGS RATIONALE
The B1 rating reflects Dynatrace's moderate financial leverage,
with cash adjusted leverage of about 4.7x (including Moody's lease
adjustment and adjustments for certain one-time items) or a more
manageable 3.2x when excluding stock based compensation expense as
of the fiscal year ended March 31, 2019. In addition, the company
operates in the application performance management (APM) market, a
highly competitive and dynamic market, against more highly
capitalized peers including International Business Machines
Corporation, New Relic, CA, Inc. and Cisco Systems, Inc.'s
AppDynamics. Though the APM market is highly competitive, Dynatrace
is believed to be the leading provider of APM solutions with
longstanding relationships with major enterprise IT departments,
including many of the world's largest financial institutions and
retailers. Dynatrace's strong product offerings, operating scale
and significant base of recurring revenue streams contribute to
EBITDA margins in the high 30% range and very high customer
retention rates. Deferred revenue generated from new bookings helps
to drive free cash flow to debt of over 15%.
The stable outlook reflects Moody's expectation that Dynatrace will
grow cash adjusted EBITDA in the low double-digit percent range
over the next 12-18 months, driven by growth in the overall APM
market, as well as higher usage rates and upselling of additional
functionality to its installed customer base. Moody's also expects
the company to generate consistent annualized free cash flow
approaching $150 million over the next 12-18 months.
The ratings could face downward pressure if competitive pressures
or market deterioration lead to organic revenue declines, or if
additional debt is issued such that cash adjusted leverage metrics
exceed 5x on a cash adjusted basis.
Ratings could be upgraded if the company achieves materially
greater revenue scale, improved product diversity, and cash
adjusted leverage sustained below 3x.
Dynatrace's liquidity is considered very good and its SGL-1
Speculative Grade Liquidity rating is supported by robust cash
balances following its IPO, strong free cash flow generation, with
pro forma free cash flow to debt in excess of 15%, and an undrawn
$60 million revolving credit facility. Moody's expects annualized
free cash flow approaching $150 million over the next 12 to 18
months. The company is be subject to a springing net first lien
leverage covenant on the revolver which will be tested at the end
of each quarter at which the facility is 35% or more drawn.
The principal methodology used in these ratings was Software
Industry published in August 2018.
Dynatrace (NYSE: DT) is a leading independent provider of
enterprise application performance monitoring (APM) software.
Headquartered in Waltham, MA, the company reported revenues of
approximately $431 million as of the fiscal year ended March 31,
2019. Dynatrace, formerly owned by Compuware Holdings, LLC, was
carved out in July of 2018. Private equity sponsor Thoma Bravo
retains a controlling interest in the company.
EMERGE ENERGY: Hires Kurtzman Carson as Administrative Advisor
--------------------------------------------------------------
Emerge Energy Services LP, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Texas to employ
Kurtzman Carson Consultants LLC, as administrative advisor to the
Debtors.
Emerge Energy requires Kurtzman Carson to:
(a) assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as preparing
any appropriate reports, as required in furtherance of
confirmation of plans of reorganization;
(b) tabulate votes and perform subscription services as may be
requested or required in connection with any and all Plans
filed by the Debtors and provide ballot reports and
related balloting and tabulation services to the Debtors
and their professionals;
(c) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
(d) manage any distribution pursuant to a confirmed Plan prior
to the effective date of such Plan; and
(e) perform such other administrative services as may be
requested by the Debtors that are not otherwise allowed
under the order approving the Section 156(c) Application.
Kurtzman Carson will be paid at these hourly rates:
Director/Solicitation Lead $182
Consultant/Senior Consultant $55 to $174
Technology Consultant $30 to $80
Analyst $25 to $42
Kurtzman Carson will be paid a retainer in the amount of $50,000.
Kurtzman Carson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert Jordan, a partner at KCC, 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.
Kurtzman Carson can be reached at:
Robert Jordan
KURTZMAN CARSON CONSULTANTS LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Tel: (310) 823-9000
About Emerge Energy Services LP
Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged
in the mining, processing and distributing silica sand, a key input
for the hydraulic fracturing of oil and gas wells. The Debtors
conduct their mining and processing operations from facilities
located in Wisconsin and Texas. In addition to mining and
processing silica sand primarily for use in the oil and gas
industry, the Debtors also, to a lesser degree, sell their sand for
use in building products and foundry operations. Emerge Energy was
formed in 2012 by management and affiliates of Insight Equity
Management Company LLC and its affiliated investment funds.
Emerge Energy Services and its affiliates protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563)
on July 15, 2019.
As of Sept. 30, 2018, the Debtors had total assets of $329,385,000
and total liabilities of $266,077,000.
The Debtors tapped Richards, Layton & Finger, P.A. and Latham &
Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as
financial advisor; and Kurtzman Carson Consultants LLC as claims
and noticing agent and administrative advisor. The Debtors also
hired Ankura Consulting Group LLC to provide interim management
services.
EMERGE ENERGY: Hires Roy Messing of Ankura Consulting as CRO
------------------------------------------------------------
Emerge Energy Services LP, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Texas to employ
Mr. Roy Messing of Ankura Consulting Group, LLC, as chief
restructuring officer to the Debtors.
Emerge Energy requires Ankura Consulting to:
a. provide Mr. Roy Messing to serve as CRO and Mr. Bryan M.
Gaston to serve as RO;
b. work with management to assist them in guiding the Debtors
with the principal of maximizing value for the estate and
stakeholders;
c. assist management to closely monitor accounts payable and
interface with and manage, to the extent possible, vendor
relationships;
d. assist management with interfacing and negotiating on
behalf of the Debtors with lender constituents related to
any modification to or relief from terms contained in any
credit agreements;
e. assist management with evaluating and renegotiating select
contracts including but not limited to railcar leases;
f. work with management to develop and evaluate business plans
and strategic restructuring alternatives, including the
development of any financial models in support of same and
monitor and adapt such plan as internal or external
conditions may dictate;
g. work with management to define and constrain issues
including legal, environmental, tax, regulatory, etc.;
h. provide clear and timely communications to the Debtors'
board of directors and the Debtors' stakeholders;
i. assist management with liquidity and cash flow forecasting
including, but not limited to, generation of a 13-week cash
flow and potential funding necessary to effectuate
potential restructuring alternatives;
j. support and enhance the finance, planning and analysis
function within the Debtors;
k. assist the Restructuring Committee in evaluating strategic
options and restructuring scenarios;
l. assist with cash management, including vendors, accounts
receivable, taxes, financial controls and processes;
m. work with management and operating teams to ensure
production and revenues are appropriately maintained and
optimized when appropriate;
n. provide general and prudent risk management; and
o. provide additional resources as required and approved by
the Debtors.
Ankura Consulting will be paid: (i) a fixed basis of $140,000 per
month for work performed by Mr. Messing as the CRO; (ii) a fixed
basis of $80,000 per month for work performed by Mr. Gaston; and
(iii) on an hourly fee basis for work performed by additional
personnel, as follows:
Senior Managing Directors $965 to $1,045
Other Professionals $390 to $940
Paraprofessionals $150 to $250
Ankura Consulting received from the Debtors the amount of $250,000
in the aggregate as retainer in connection with preparing for and
conducting the filing of the Chapter 11 Cases. In addition to the
Retainer, in the 90 days prior to the Petition Date, Ankura
Consulting received payments totaling $1,617,052.35 in the
aggregate for services performed and expenses incurred.
Ankura Consulting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bryan M. Gaston, a senior managing director of Ankura Consulting
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 Debtors and
their estates.
Ankura Consulting can be reached at:
Bryan M. Gaston
ANKURA CONSULTING GROUP, LLC
750 Third Avenue
New York, NY 10017
Tel: (212) 818-1555
About Emerge Energy Services
Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged
in the mining, processing and distributing silica sand, a key input
for the hydraulic fracturing of oil and gas wells. The Debtors
conduct their mining and processing operations from facilities
located in Wisconsin and Texas. In addition to mining and
processing silica sand primarily for use in the oil and gas
industry, the Debtors also, to a lesser degree, sell their sand for
use in building products and foundry operations. Emerge Energy was
formed in 2012 by management and affiliates of Insight Equity
Management Company LLC and its affiliated investment funds.
Emerge Energy Services and its affiliates protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563)
on July 15, 2019.
As of Sept. 30, 2018, the Debtors had total assets of $329,385,000
and total liabilities of $266,077,000.
The Debtors tapped Richards, Layton & Finger, P.A. and Latham &
Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as
financial advisor; and Kurtzman Carson Consultants LLC as claims
and noticing agent and administrative advisor. The Debtors also
hired Ankura Consulting Group LLC to provide interim management
services.
EMERGE ENERGY: Seeks to Hire Richards Layton as Co-Counsel
----------------------------------------------------------
Emerge Energy Services LP, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Texas to employ
Richards Layton & Finger, P.A., as co-counsel to the Debtors.
Emerge Energy requires Richards Layton to:
a) advise the Debtors of their rights, powers and duties as
debtors and debtors in possession under chapter 11 of the
Bankruptcy Code;
b) assist in preparing on behalf of the Debtors motions,
applications, answers, orders, reports and papers in
connection with the administration of the Debtors'
estates;
c) take action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors'
behalf, the defense of actions commenced against the
Debtors in the chapter 11 cases, the negotiation of
disputes in which the Debtors are involved and the
preparation of objections to claims filed against
the Debtors;
d) prosecute on behalf of the Debtors any proposed chapter 11
disclosure statement and plan and seeking approval of all
transactions contemplated therein and in any amendments
thereto; and
e) perform other necessary or desirable legal services in
connection with the chapter 11 cases.
Richards Layton will be paid at these hourly rates:
Directors $700 to $975
Counsel $635 to $650
Associates $350 to $625
Paraprofessionals $265
Prior to the Petition Date, the Debtors paid Richards Layton a
total retainer of $550,000.
Richards Layton 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:
a) Richards Layton did not agree to any variations from, or
alternatives to, its standard or customary billing
arrangements for this engagement;
b) None of Richards Layton's professionals included in this
engagement have varied their rate based on the geographic
location for these Chapter 11 Cases;
c) Richards Layton has represented the Debtors since February
19, 2019. Other than the periodic adjustments described
above, the billing rates and material financial terms of
Richards Layton's engagement have not changed postpetition
from the prepetition arrangement; and
d) Richards Layton, in conjunction with the Debtors, is
developing a prospective budget and staffing plan for these
Chapter 11 Cases.
John H. Knight, partner of Richards Layton & Finger, P.A., 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.
Richards Layton can be reached at:
John H. Knight, Esq.
Paul N. Heath, Esq.
Zachary I. Shapiro, Esq.
Brett M. Haywood, Esq.
Travis J. Cuomo, Esq.
RICHARDS LAYTON & FINGER, P.A.
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: knight@rlf.com
heath@rlf.com
shapiro@rlf.com
haywood@rlf.com
cuomo@rlf.com
About Emerge Energy Services LP
Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged
in the mining, processing and distributing silica sand, a key input
for the hydraulic fracturing of oil and gas wells. The Debtors
conduct their mining and processing operations from facilities
located in Wisconsin and Texas. In addition to mining and
processing silica sand primarily for use in the oil and gas
industry, the Debtors also, to a lesser degree, sell their sand for
use in building products and foundry operations. Emerge Energy was
formed in 2012 by management and affiliates of Insight Equity
Management Company LLC and its affiliated investment funds.
Emerge Energy Services and its affiliates protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563)
on July 15, 2019.
As of Sept. 30, 2018, the Debtors had total assets of $329,385,000
and total liabilities of $266,077,000.
The Debtors tapped Richards, Layton & Finger, P.A. and Latham &
Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as
financial advisor; and Kurtzman Carson Consultants LLC as claims
and noticing agent and administrative advisor. The Debtors also
hired Ankura Consulting Group LLC to provide interim management
services.
EP ENERGY: Incurs $50 Million Net Loss in Second Quarter
--------------------------------------------------------
EP Energy LLC filed with the Securities and Exchange Commission on
Aug. 9, 2019, its quarterly report on Form 10-Q reporting a net
loss of $50 million on $256 million of total operating revenues for
the three months ended June 30, 2019, compared to a net loss of $58
million on $265 million of total operating revenues for the three
months ended June 30, 2018.
For the six months ended June 30, 2019, the Company reported a net
loss of $190 million on $390 million of total operating revenues
compared to a net loss of $40 million on $551 million of total
operating revenues for the same period last year.
As of June 30, 2019, the Company had $4.19 billion in total assets,
$545 million in total current liabilities, $4.43 billion in total
non-current liabilities, and a $785 million in member's deficit.
Financial Position and Liquidity
The Company ended the quarter with $52 million in cash, $355
million in borrowings outstanding on the RBL Facility, and $27
million in letters of credit, resulting in $299 million of
available liquidity and $4.6 billion of net debt. Subsequently, on
Aug. 1, 2019, EP Energy borrowed $268 million under its RBL
Facility. The Company expects such amounts will provide liquidity
for the second half of 2019 and may be used, among other things, to
provide for working capital and other general corporate purposes.
Following the drawdown, the company has no borrowing capacity
remaining under the RBL Facility.
Additionally, in the next six months, EP Energy has several
near-term interest payments due on its indebtedness, including an
approximately $40 million interest payment due under the indenture
governing its 8.000% 1.5 Lien Notes due 2025 due on Aug. 15, 2019.
While no decision has been made at this time, the company may
determine not to pay the interest due on its 2025 1.5 Lien Notes on
the Aug. 15, 2019 interest payment due date, and to utilize the
30-day grace period under the indenture governing the 2025 1.5 Lien
Notes. Any failure to make payments of interest and principal on
the Company's outstanding indebtedness on a timely basis, including
with respect to the 2025 1.5 Lien Notes, would likely result in a
default under that indebtedness and likely cause cross-defaults
and/or cross-acceleration under the Company's other indebtedness.
Strategic and Financial Alternatives Update
During the second quarter, the Company's Board of Directors
appointed a special committee of the Board consisting of
independent members of the Board and engaged financial and legal
advisors to assist the company in evaluating a number of potential
actions that may be taken in order to address the liquidity and
balance sheet issues. EP Energy is evaluating certain strategic
alternatives including financings, refinancings, amendments,
waivers, forbearances, asset sales, debt issuances, exchanges and
purchases, out-of-court or in-court restructurings (pursuant to
which the company may seek relief under Chapter 11 of the United
States Bankruptcy Code and/or similar transactions involving the
company), none of which have been implemented at this time.
However, there is no assurance that the company's actions will be
successful in alleviating any of the concerns discussed above. The
company does not expect to comment further unless and until a
specific transaction is approved by its Special Committee or the
company otherwise decides further disclosure is appropriate or
required.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/CIBbM2
About EP Energy LLC
EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation
-- http://www.epenergy.com-- is an independent exploration and
production company engaged in the acquisition and development of
unconventional onshore oil and natural gas properties in the United
States. The Company operates through a diverse base of producing
assets and are focused on providing returns through the development
of its drilling inventory located in three areas: the Permian basin
in West Texas, the Eagle Ford Shale in South Texas, and the
Altamont Field in the Uinta basin in Northeastern Utah. The
Company is headquartered in Houston, Texas.
* * *
In April 2019, S&P Global Ratings lowered its issuer credit rating
on exploration and production company EP Energy LLC to 'CCC-' from
'CCC+'. The downgrade follows heightened concerns surrounding EP
Energy's liquidity as the Company's 10-K included language
questioning its ability to address $182 million in senior unsecured
notes maturing May 2020 while maintaining ongoing operations and
maintenance capital expenditures.
Also in April, 2019, Moody's Investors Service downgraded the
ratings of EP Energy LLC's (EPE) Corporate Family Rating to 'Caa3'
from 'Caa1'. The downgrade of EP Energy's CFR to Caa3 reflects its
weak liquidity, need to repay $182 million of notes maturing in May
2020 and potential for continued negative free cash flow in 2019,
if production volumes remain flat.
EST GROUP: Unsecureds to Get 12.78% in 7 Years Under New Plan
-------------------------------------------------------------
EST Group, LLC, filed a first amended disclosure statement in
support of its proposed chapter 11 plan of reorganization.
In this filing, the Debtor proposes to pay its secured creditors in
full or up to the value of the Debtor's interest in their
collateral. The Plan will also require the Reorganized Debtor to
make pro-rata distribution to unsecured creditors over seven years.
This fixed distribution will total approximately 12.78% of their
Allowed Claims. Depending upon the Reorganized Debtor's cash flow
over that period of seven years, the Reorganized Debtor will make
additional distributions of up to $4 million for the benefit of
unsecured creditors.
The previous version of the plan provided that the Debtor will make
an 8.2% pro-rata distribution to unsecured creditors over five
years. The balance of the unsecured debt will be discharged,
substantially deleveraging the Debtor.
A copy of the First Amended Disclosure Statement is available at
https://tinyurl.com/yy7g7fml from Pacermonitor.com at no charge.
A copy of the Amended Plan is available at
https://tinyurl.com/y6kquqzr from Pacermonitor.com at no charge.
About EST Group
EST Group, LLC -- https://www.est-grp.com/ -- is an IT solutions
company that provides integration and consulting services tailored
around automating, managing, and securing an organization's IT
environment.
EST Group, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 18-45031) on Dec. 26, 2018. In the petition signed by Timothy
B. Spires, president, the Debtor estimated $1 million to $10
million of assets and the same range of liabilities.
The case is assigned to Judge Mark X. Mullin.
Whitaker Chalk Swindle & Schwartz, PLLC, led by Robert A. Simon, is
the Debtor's counsel.
GALINDO CUSTOM: Exclusivity Period Extended to Sept. 30
-------------------------------------------------------
Judge Ronald King of the U.S. Bankruptcy Court for the Western
District of Texas extended the period during which only Galindo
Custom House Brokers, Inc. can file a disclosure statement and plan
of reorganization to Sept. 30.
About Galindo Custom House Brokers
Galindo Custom House Brokers is a privately held company in Del
Rio, Texas, that is engaged in the business of freight
transportation arrangement.
Galindo Custom House Brokers filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 19-50776) on April 1, 2019. In the petition
signed by Sergio Galindo, president, the Debtor estimated $1
million to $10 million in both assets and liabilities. Judge
Ronald B. King oversees the case. Ronald J. Smeberg, Esq., at The
Smeberg Law Firm, PLLC, is the Debtor's counsel.
GHOTRA HOSPITALITY: First Bank Seeks Ch. 11 Trustee Appointment
---------------------------------------------------------------
First Bank & Trust, Co., a secured creditor of Ghotra Hospitalty,
LLC, asked the U.S Bankruptcy Court for the Western District of
Oklahoma to appoint a Chapter 11 trustee for the Debtor.
Based on the case, the Debtor has failed, neglected, and refused to
apply the proceeds from its hotel operation to the indebtedness due
and owing to the First Bank for over 120 days past due.
The Debtor is due for March 5, 2019 and is past due in the sum of
$102,846.25 as of May 21, 2019.
Further, the case also provides that the Debtor is continuing to
receive daily income but failed to apply any of said proceeds to
the indebtedness due and owing to First Bank, and further failed to
account for said receipts and disbursements. Hence, First Bank
believed that it is in its best interest to appoint a Chapter 11
trustee in the case.
First Bank is represented by:
First Bank is represented by:
Mike Mordy, Esq.
Carrie Pfrehm, Esq.
Bradley Wilson, Esq.
110 West Main Street
Ardmore, Oklahoma 73402
Tel: (580) 223-4384
Fax: (580) 226-0823
Emails: mmordy@mordylaw.com
c.pfrehm@mordylaw.com
About Ghotra Hospitality
Ghotra Hospitality LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It owns the Clarion Inn &
Suites in Oklahoma City, with an estimated value of $6,454,637.
Ghotra Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-12761) on July 8,
2019. At the time of the filing, the Debtor disclosed $6,865,637 in
assets and $5,066,190 in liabilities. The case is assigned to Judge
Sarah A. Hall.
GLOBAL CORE: First Bank Seeks Ch. 11 Trustee Appointment
--------------------------------------------------------
First Bank & Trust, Co., a secured creditor of Ghotra Hospitalty,
LLC, asked the U.S Bankruptcy Court for the Western District of
Oklahoma to appoint a Chapter 11 trustee for the Debtor.
Based on the case, the Debtor has failed, neglected, and refused to
apply the proceeds from its hotel operation to the indebtedness due
and owing to the First Bank for over 120 days past due.
The Debtor is due for April 4, 2019, and is past due in the sum of
$83,317.62 as of May 21, 2019.
Further, the case also provides that the Debtor is continuing to
receive daily income but failed to apply any of said proceeds to
the indebtedness due and owing to First Bank, and further failed to
account for said receipts and disbursements. Hence, First Bank
believed that it is in its best interest to appoint a Chapter 11
trustee in the case.
First Bank is represented by:
Mike Mordy, Esq.
Carrie Pfrehm, Esq.
Bradley Wilson, Esq.
110 West Main Street
Ardmore, Oklahoma 73402
Tel: (580) 223-4384
Fax: (580) 226-0823
Emails: mmordy@mordylaw.com
c.pfrehm@mordylaw.com
About Global Core Stillwater
Global Core Stillwater, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It owns La Quinta Inn
& Sites Stillwater, a hotel in Stillwater, Okla.
Global Core Stillwater sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-12805) on July 10,
2019. At the time of the filing, the Debtor disclosed $5,644,440
in assets and $4,874,617 in liabilities. The case is assigned to
Judge Janice D. Loyd.
GLOBAL ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Global Enterprises International, Inc.
3755 Avocado Blvd., #224
La Mesa, CA 91941
Business Description: Global Enterprises International Inc. is
primarily engaged in renting and leasing
real estate properties. The Company is
the fee simple owner of a real property
located at 1750 E. Palomar St, Chula Vista,
CA 91913 having a comparable sale value of
$4.5 million.
Chapter 11 Petition Date: August 9, 2019
Court: United States Bankruptcy Court
Southern District of California (San Diego)
Case No.: 19-04782
Judge: Hon. Margaret M. Mann
Debtor's Counsel: David L. Speckman, Esq.
SPECKMAN LAW FIRM
1350 Columbia Street, Suite 503
San Diego, CA 92101
Tel: (619) 696-5151
E-mail: speckmanandassociates@gmail.com
Total Assets: $4,511,500
Total Liabilities: $2,745,000
The petition was signed by Kusay Yousif, CEO.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/casb19-04782.pdf
GOGO INC: Incurs $84 Million Net Loss in Second Quarter
-------------------------------------------------------
Gogo Inc. filed with the Securities and Exchange Commission on Aug.
8, 2019, its quarterly report on Form 10-Q reporting a net loss of
$83.96 million on $213.68 million of total revenue for the three
months ended June 30, 2019, compared to a net loss of $37.20
million on $227.45 million of total revenue for the three months
ended June 30, 2018.
For the six months ended June 30, 2019, the Company reported a net
loss of $100.76 million on $413.23 million of total revenue
compared to a net loss of $64.62 million on $459.28 million of
total revenue for the six months ended June 30, 2018.
As of June 30, 2019, the Company had $1.28 billion in total assets,
$1.64 billion in total liabilities, and a total stockholders'
deficit of $363.60 million.
Second Quarter 2019 Consolidated Results
* Gogo completed a $925 million debt refinancing to lower
borrowing costs and extend debt maturities, including the
repurchase of $159 million of the Company's 3.75%
convertible senior notes due 2020.
* Consolidated revenue totaled $213.7 million.
* Service revenue grew in all three segments to a consolidated
$173.7 million, an increase of more than 9% from Q2 2018.
* After excluding the $58 million loss on extinguishment of
debt, net loss of $84 million would have been $26 million,
an improvement of 30% year-over-year.
* Adjusted EBITDA was $37.8 million as compared with $18.9
million in Q2 2018, driven primarily by strong service
revenue growth and lower operating expenses.
* Free Cash Flow in Q2 2019 was negative $3 million, an
improvement from negative $35 million in the prior-year
period. In the first half of 2019, Free Cash Flow was
negative $37 million, an improvement from negative $144
million in the prior-year period.
* Cash and cash equivalents were $182 million as of June 30,
2019 as compared with $189 million as of March 31, 2019, and
reflects $40 million of interest payments made in Q2 2019.
* 2Ku aircraft online reached 1,216 as of June 30, 2019, an
increase of 109 aircraft in Q2 2019. Gogo had a 2Ku backlog
of approximately 900 aircraft as of June 30, 2019.
"Gogo delivered a solid second quarter, driven by strong underlying
service revenue, operational execution and successful
implementation of cost controls, including lower than expected
satcom expense," said Oakleigh Thorne, Gogo's president and CEO.
"Following our excellent second quarter financial performance, we
are again raising our 2019 Adjusted EBITDA guidance."
"We continue to strengthen our balance sheet and expect to improve
Free Cash Flow by at least $100 million in 2019," said Barry Rowan,
Gogo's executive vice president and CFO. "Looking ahead, we are on
track to drive Gogo to meaningfully positive annual Free Cash Flow
in 2021."
Second Quarter 2019 Business Segment Results
Commercial Aviation -- North America (CA-NA)
* Service revenue increased to $96.4 million, up 1% from the
prior-year period, due to increased take rates offset by the
555 de-installations from American Airlines aircraft that
began in early 2018 and were completed in Q2 2019.
* Aircraft online increased sequentially to 2,443 from 2,412
as of March 31, 2019.
* Equipment revenue decreased to $9.3 million as compared with
$23.9 million for the prior-year period, due to lower 2Ku
installations and a shift in mix from airline-directed to
turnkey installations.
* Total revenue decreased to $105.7 million, down 12% from Q2
2018, due to the decline in equipment revenue.
* Segment profit increased to $24.2 million from $7 million in
Q2 2018, due primarily to stronger service revenue and lower
operations costs.
* Take rates increased to 12.7% in Q2 2019, up from 11.2% in
the prior-year period, an improvement of more than 13%.
Commercial Aviation -- Rest of World (CA-ROW)
* Service revenue increased to $22.6 million, up 49% from Q2
2018, driven by an increase in aircraft online.
* Aircraft online increased to 691, up more than 50% from 459
as of June 30, 2018.
* Equipment revenue decreased to $14.1 million, down from
$18.5 million in Q2 2018. While there were more total Q2
2019 installations in CA-ROW than in Q2 2018, fewer
installations under the airline-directed model resulted in
lower equipment revenue.
* Total revenue increased to $36.7 million, up 9% from Q2
2018.
* Segment loss of $17.3 million improved 29% compared with Q2
2018, as the Company benefited from continuing improvement
in satcom utilization.
* Take rates increased to 13.4% in Q2 2019, up from 13.2% in
the prior-year period.
* Net annualized ARPA of $135,000 in Q2 2019 was essentially
flat from Q1 2019 and declined 8% from $147,000 in Q2 2018,
reflecting dilution from the significant growth in new
aircraft fleets online, which typically generate initially
lower net annualized ARPA.
Business Aviation (BA)
* Service revenue increased to $54.8 million, up 14% from Q2
2018, driven primarily by an 11% increase in ATG units
online to 5,462.
* Equipment revenue decreased to $16.5 million, down 37% from
Q2 2018, largely attributable to timing delays in the
aftermarket channel due to the FAA-mandated Dec. 31, 2019
deadline for installation of ADS-B safety systems.
* Total revenue decreased to $71.2 million, down 4% from Q2
2018, due to lower ATG equipment shipments.
* Segment profit decreased to $31.3 million, down 15% from Q2
2018, due to the decline in equipment shipments, increased
network costs resulting from higher bandwidth usage, and
investments in the development of Gogo 5G and other new
products and services.
Business Outlook
The Company reaffirms or updates its 2019 financial guidance as
follows:
* Total consolidated revenue of $800 million to $850 million
(no change from prior guidance).
- CA-NA revenue at the high-end of the previously-guided
range of $355 million to $380 million with approximately
5% from equipment revenue (no change in guidance for the
percentage of revenue from equipment).
- CA-ROW revenue at the high end of the previously-guided
range of $135 million to $150 million with approximately
40% from equipment revenue (versus prior guidance of
approximately 30%).
- BA revenue of $290 to $300 million versus prior guidance
of $310 to $320 million.
* Adjusted EBITDA of $105 million to $115 million,
representing 55% year-over-year growth at the mid-point of
guidance (increased from prior guidance of $90 million to
$105 million).
* Free Cash Flow improvement of at least $100 million versus
2018 (no change from prior guidance).
* Increase of 400 to 475 in 2Ku aircraft online (no change
from prior guidance).
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/2ED9lT
About Gogo
Gogo Inc. -- http://www.gogoair.com/-- is a global provider of
broadband connectivity products and services for aviation. The
Company designs and sources innovative network solutions that
connect aircraft to the Internet and develop software and platforms
that enable customizable solutions for and by its aviation
partners. Gogo's products and services can be found on thousands
of aircraft operated by global commercial airlines and thousands of
private aircraft, including those of the largest fractional
ownership operators. Gogo is headquartered in Chicago, IL, with
additional facilities in Broomfield, CO, and locations across the
globe.
Gogo reported a net loss of $162.03 million for the year ended Dec.
31, 2018, compared to a net loss of $172.0 million for the year
ended Dec. 31, 2017. As of March 31, 2019, Gogo had $1.29 billion
in total assets, $1.58 billion in total liabilities, and a total
stockholders' deficit of $283.97 million.
* * *
As reported by the TCR on April 18, 2019, Moody's Investors Service
changed the outlook on Gogo Inc. to stable from negative.
Concurrently, Moody's affirmed Gogo's corporate family rating at
Caa1. Moody's said that despite the improvement in liquidity,
Gogo's Caa1 CFR remains warranted given the company's high leverage
which Moody's expects at around 9.9x (Moody's adjusted debt/EBITDA)
by end 2019 along with the continued need for Gogo to invest
heavily in technology and equipment installs to pursue its growth
ambitions outside of North America. Gogo's Caa1 also reflects the
company's small scale relative to other players in the wider
telecommunications industry as well as the highly competitive
environment it operates in.
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Gogo
Inc, according to a TCR report dated April 19, 2019. S&P said the
company's proposed refinancing of its capital structure will boost
its short-term liquidity by extending the maturity profile of its
obligations but the rating agency expects the company to burn cash
over the next year. The rating agency said it affirmed its 'CCC+'
issuer credit rating because it does not envision a default within
the next year.
GOWEST GOLD: PBG Timmins Delivers Notice of Default
---------------------------------------------------
Gowest Gold Ltd. (GWA) on Aug. 9, 2019, disclosed that PGB Timmins
Holdings LP, an investment vehicle controlled by Pandion Mine
Finance, LP, has delivered to Gowest a Notice of Events of Default
and Termination (the "Default Notice") and a Notice of Intention to
Enforce Security pursuant to section 244 of the Bankruptcy and
Insolvency Act (Canada) (the "BIA Notice").
Pursuant to the Default Notice, PGB alleges certain defaults by
Gowest of its obligations under the Pre-Paid Forward Gold Purchase
Agreement (the "PPF Agreement"), dated as of December 16, 2016,
entered into between PGB and Gowest. Arising from the alleged
defaults specified in the Default Notice, PGB has terminated the
PPF Agreement and demanded an early termination fee under the PPF
Agreement in the amount of US$25,542,789 (as at the date hereof).
PGB is not permitted to take any actions to enforce on its security
for at least 10-days from the date hereof.
To date, PGB has funded only US$5,600,000 of the aggregate of
US$17,600,000 originally contracted for under the PPF Agreement.
Despite Gowest's best efforts to satisfy the conditions precedent
for the advance of additional tranches under the PPF Agreement, PGB
and Pandion have failed to act in a reasonable manner in this
regard and have contributed significantly to the delay in Gowest's
ability to advance the development of its Bradshaw project,
including its ability to complete its proposed bulk sample.
Gowest expressly does not agree with PGB's calculation of the early
termination amount as set out in the Default Notice, or their
attempt to enforce on security pursuant to the BIA Notice, and will
respond to both Notices in due course.
Gowest is currently considering all actions available to it in
response to the Default Notice and the BIA Notice in the interests
of all Gowest stakeholders.
Additional information will be provided to the market by Gowest as
it become available.
About Gowest
Gowest is a Canadian gold exploration and development company
focused on the delineation and development of its 100% owned
Bradshaw Gold Deposit (Bradshaw), on the Frankfield Property, part
of the Company's North Timmins Gold Project (NTGP). Gowest is
exploring additional gold targets on its +100‐square‐kilometre
NTGP land package and continues to evaluate the area, which is part
of the prolific Timmins, Ontario gold camp. Currently, Bradshaw
contains a National Instrument 43‐101 Indicated Resource
estimated at 2.1 million tonnes ("t") grading 6.19 grams per tonne
gold (g/t Au) containing 422 thousand ounces (oz) Au and an
Inferred Resource of 3.6 million t grading 6.47 g/t Au containing
755 thousand oz Au. Further, based on the Pre‐Feasibility Study
produced by Stantec Mining and announced on June 9, 2015, Bradshaw
contains Mineral Reserves (Mineral Resources are inclusive of
Mineral Reserves) in the probable category, using a 3 g/t Au
cut‐off and utilizing a gold price of US$1,200 / oz, totaling 1.8
million t grading 4.82 g/t Au for 277 thousand oz Au.
GREEN FIELDS: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
The Office of the U.S. Trustee on Aug. 9 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Green Fields School.
The committee members are:
(1) Amy Hatlan
5550 N. Entrada Ultima
Tucson AZ 85718
Phone: 954-465-5203
Email: amy.dolloff@gmail.com
(2) Amy Craddock
3125 W. Lobo Rd.
Tucson AZ 85743
Phone: 520-891-1444
Email: amy_craddock@comcast.net
(3) Bruce and Laura Evans
1740 W. Camino de Maximillian
Tucson AZ 85704
Phone: 520-575-6657 / 520-850-0635
Email: laurae2@yahoo.com
Email: evansbrucelaura@q.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Green Fields School
Green Fields School -- https://www.greenfields.org/ -- was an
independent, non-profit, coeducational school in Tucson, Arizona,
United States. It provided educational services for elementary,
middle and high school students. The school was closed on July 9,
2019.
Green Fields School sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 19-08642) on July 14,
2019. At the time of the filing, the Debtor disclosed $3,116,402
in assets and $2,267,418 in liabilities. The case is assigned to
Judge Brenda Moody Whinery. The Debtor is represented by DeConcini
McDonald Yetwin & Lacy, P.C.
GREGORY NATHAN: Hires BSE Partners as Business Valuation Expert
---------------------------------------------------------------
The Gregory Nathan Gould Co., LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Ohio to employ BSE
Partners, LLC, as business valuation expert to the Debtor.
Gregory Nathan requires BSE Partners to:
a. complete a full evaluation of the Debtor's situation,
books, records, obligations and other matters to determine
the value of the Debtor entity and the assets interests of
the Debtor;
b. assist the Debtor in determining the value of certain
assets, including the goodwill of the company;
c. complete an expert report that may be used in conjunction
with the Debtor's asset sale process;
d. testify as to the above matters at any hearing in this
case; and
e. perform such other business valuation consulting services
for and on behalf of the Debtor as may be necessary or
appropriate in the administration of this Chapter 11 case.
BSE Partners will be paid a flat fee of $4,000 for the services
rendered.
Brad Eldridge, managing member of BSE Partners, 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.
BSE Partners can be reached at:
Brad Eldridge
BSE PARTNERS, LLC
41 South High Street, Suite 1690
Columbus, OH 43215
Tel: (614) 228-8406
Fax: (614) 204-6470
E-mail: brad-eldridge@att.net
About The Gregory Nathan Gould
The Gregory Nathan Gould Co., LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Ohio Case No. 19-52361) on April 12, 2019,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Richard K. Stovall, Esq., at Allen Stovall
Neuman Fisher & Ashton LLP.
GUARDIAN EXTERIORS: Hires Scott Financial as Accountant
-------------------------------------------------------
Guardian Exteriors, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Scott Financial
Consulting Services, as accountant to the Debtor.
Guardian Exteriors requires Scott Financial to provide bookkeeping
services, and prepare the Debtor's corporate tax returns for the
year 2017 and 2018.
Scott Financial will be paid at the hourly rate of $110. Scott
Financial will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Phyllis Scott, partner of Scott Financial Consulting 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.
Scott Financial can be reached at:
Phyllis Scott
SCOTT FINANCIAL CONSULTING SERVICES
318 W. Main Street, Suite 202
Arlington, TX 76101
Tel: (817) 468-3037
About Guardian Exteriors
Guardian Exteriors, Inc., a roofing contractor in Duncanville,
Texas, filed for Chapter 11 protection (Bankr. N.D. Tex. Case No.
19-30230) on Jan. 22, 2019. In the petition signed by Teena
Roberts, CFO, the Debtor estimated $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. The case is assigned
to Judge Harlin DeWayne Hale. The Debtor tapped Areya Holder
Aurzada, Esq., at the Law Office of Areya Holder, P.C., as its
counsel.
HAMILTONS 549 LLC: Hires Shafferman & Feldman as Counsel
--------------------------------------------------------
Hamiltons 549 LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Shafferman &
Feldman LLP, as counsel to the Debtor.
Hamiltons 549 LLC requires Shafferman & Feldman to:
(a) provide advice to the Debtor with respect to its powers
and duties under the Bankruptcy Code in the continued
operation of its business and the management of its
property;
(b) negotiate with creditors of the Debtor, preparing a plan
of reorganization and taking the necessary legal steps to
consummate a plan, including, if necessary, negotiations
with respect to financing a plan;
(c) appear before the various taxing authorities to work out
a plan to pay taxes owing in installments;
(d) prepare on the Debtor's behalf Debtor necessary
applications, motions answers, replies, discovery
requests, forms of orders, reports and other pleadings and
legal documents;
(e) appear before the Bankruptcy Court to protect the
interests of the Debtor and its estate, and representing
the Debtor in all matters pending before this Court; and
(f) perform all other legal services for the Debtor that may
be necessary herein.
Shafferman & Feldman will be paid at the hourly rate of $400.
Shafferman & Feldman received a retainer from the Debtor in the
amount of $4,257.
Shafferman & Feldman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joel M. Shafferman, partner of Shafferman & Feldman 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 Debtor and its estates.
Shafferman & Feldman can be reached at:
Joel Shafferman, Esq.
SHAFFERMAN & FELDMAN, LLP
137 Fifth Avenue, 9th Floor
New York, NY 10010
Tel: (212) 509-1802
Fax: 212 509-1831
E-mail: joel@shafeldlaw.com
About Hamiltons 549 LLC
Hamiltons 549 LLC classifies its business as Single Asset Real
Estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee
simple a property located at 549 West 152nd Street New York, New
York 10031 having an appraised value of $3 million.
Hamiltons 549 LLC, based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 19-11995) on June 17, 2019. The
Hon. Shelley C. Chapman presides over the case. Joel M. Shafferman,
Esq., at Shafferman & Feldman LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $3,000,000 in assets and
$1,525,055 in liabilities. The petition was signed by Hermia
Nelson, member.
HVI CAT: U.S. Trustee Forms 3-Member Committee
----------------------------------------------
The Office of the U.S. Trustee on Aug. 9 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of HVI Cat Canyon, Inc.
The committee members are:
(1) Brian Corson
2990 Lichen Place
Templeton, CA 93465
(805) 714-4082
brian@hubmac.com
(2) Escolle Tenants in Common
215 N. Lincoln Street
Santa Maria, CA 93458
Attention: Vincent T. Martinez
(805) 925-2611
vmartinez@twitchellandrice.com
(3) Pacific Petroleum California, Inc.
POB 2646
Santa Maria, CA 93457
Attention: John Hochleutner
(805) 925-1947
john@ppcinc.biz
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About HVI Cat Canyon Inc.
HVI Cat Canyon, Inc., a privately held oil and gas extraction
company based in New York, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-12417) on July
25, 2019. At the time of the filing, the Debtor disclosed assets
of between $100 million and $500 million and liabilities of the
same range. Weltman & Moskowitz, LLP is the Debtor's bankruptcy
counsel.
IDATA MEDICAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
IData Medical Documentation, LLC, according to court dockets.
About IData Medical Documentation
IData Medical Documentation, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02474) on July
1, 2019. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of less than $500,000.
The case has been assigned to Judge Jerry A. Funk. The Debtor is
represented by the Law Offices of Scott W. Spradley, P.A.
INSYS THERAPEUTICS: Committee Hires Akin Gump as Lead Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Insys
Therapeutics, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Akin Gump Strauss
Hauer & Feld LLP, as lead co-counsel to the Committee.
The Committee requires Akin Gump to:
(a) advise the Committee with respect to its rights, duties
and powers in the Chapter 11 Cases;
(b) assist and advise the Committee in its consultations and
negotiations with the Debtors relative to the
administration of the Chapter 11 Cases;
(c) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims and equity
interests;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of
the Debtors and their insiders, and of the operation of
the Debtors' businesses;
(e) assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters
related to, among other things, the assumption or
rejection of certain leases of non-residential real
property and executor contracts, asset dispositions,
financing of other transactions and the terms of one
or more plans of reorganization or liquidation for the
Debtors and accompanying disclosure statements and related
plan documents;
(f) assist and advise the Committee as to its communications
to the general creditor body regarding significant matters
in the Chapter 11 Cases;
(g) represent the Committee at all hearings and other
proceedings before this Court;
(h) review and analyze applications, orders, statements of
operations and schedules filed with the Court and advise
the Committee as to their propriety, and to the
extent deemed appropriate by the Committee, support, join
or object thereto;
(i) advise and assist the Committee with respect to any
legislative, regulatory or governmental activities;
(j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives;
(k) assist the Committee in its review and analysis of all of
the Debtors' various agreements;
(l) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, adversary complaints, objections or comments
in connection with any matter related to the Debtors or
the Chapter 11 Cases;
(m) investigate and analyze any claims against the Debtors'
non-debtor affiliates; and
(n) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the
Committee in accordance with the Committee's powers
and duties as set forth in the Bankruptcy Code, Bankruptcy
Rules or other applicable law.
Akin Gump will be paid at these hourly rates:
Partners $1,000 to $1,755
Senior Counsel and Counsel $690 to $1420
Associates $540 to $975
Paralegals $205 to $395
Akin Gump 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:
(a) Akin Gump did not agree to any variations from, or
alternatives to, its standard or customary billing
arrangements for this engagement;
(b) No rate for any of the professionals included in this
engagement varies based on the geographic location of the
bankruptcy case;
(c) Akin Gump did not represent any member of the Committee in
connection with the Chapter 11 Cases prior to its
retention by the Committee; and
(d) Akin Gump expects to develop a prospective budget and
staffing plan to reasonably comply with the U.S. Trustee's
request for information and additional disclosures, as to
which Akin Gump reserves all rights. The Committee has
approved Akin Gump's proposed hourly billing rates. The
Akin Gump attorneys and paraprofessionals staffed on the
Debtors' Chapter 11 Cases, subject to modification
depending upon further development.
Arik Preis, a partner at Akin Gump, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and (a) is not creditors, equity
security holders or insiders of the Debtors; (b) has not been,
within two years before the date of the filing of the Debtors'
chapter 11 petition, directors, officers or employees of the
Debtors; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtors, or for any other
reason, the estates.
Akin Gump can be reached at:
Arik Preis, Esq.
Daniel H. Golden, Esq.
Mitchell P. Hurley, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park, Bank of America Tower
New York, NY 10036
Tel: (212) 872-1000
Fax: (212) 872-1002
E-mail: apreis@akingump.com
dgolden@akingump.com
mhurley@akingump.com
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
On June 10, 2019, Insys Therapeutics and six affiliated companies
filed petitions seeking relief under Chapter 11 of the Bankruptcy
Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct
the asset sales in accordance with Section 363 of the U.S.
Bankruptcy Code.
The Debtors' cases are been assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
INSYS THERAPEUTICS: Committee Hires Bayard P.A. as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Insys
Therapeutics, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Bayard, P.A., as
co-counsel to the Committee.
The Committee requires Bayard P.A. to:
(a) in conjunction with Akin Gump Strauss Hauer & Feld LLP,
provide legal advice where necessary with respect to the
Committee's powers and duties and strategic advice on
how to accomplish the Committee's goals, bearing in mind
that the Court relies on Delaware counsel such as Bayard
P.A. to be involved in all aspects of the bankruptcy
proceedings;
(b) draft, review, and comment on drafts of documents to
ensure compliance with local rules, practices, and
procedures;
(c) assist and advise the Committee in its consultation with
the Debtors and the U.S. Trustee relative to the
administration of these cases;
(d) draft, file, and serve documents as requested by Akin and
the Committee;
(e) assist the Committee and Akin, as necessary, in the
investigation, including through discovery, of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors, the operation of the Debtors' businesses, and
any other matter relevant to these cases or to the
formulation of a plan or plans of reorganization or
liquidation;
(f) compile and coordinate delivery of information to the
Court and the U.S. Trustee as required by the Bankruptcy
Code, Bankruptcy Rules, and Local Rules;
(g) appear in Court and at any meetings of creditors on behalf
of the Committee in its capacity as co-counsel with Akin;
(h) monitor the case docket and coordinating with Akin and
Province Inc., on matters impacting the Committee;
(i) participate in calls with the Committee;
(j) handle inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the
general status of these cases and coordinating with Akin
on any necessary responses; and
(k) perform all other services assigned by the Committee, in
consultation with Akin, to Bayard as co-counsel to the
Committee, and to the extent Bayard determines that such
services fall outside of the scope of services
historically or generally performed by the firm as co-
counsel in a bankruptcy proceeding, Bayard P.A. will file
a supplemental declaration pursuant to Bankruptcy Rule
2014 and give parties in interest an opportunity to
object.
Bayard P.A. will be paid at these hourly rates:
Directors $500 to $1,050
Associates $315 to $450
Paraprofessionals $240 to $295
Bayard P.A. 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: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Bayard P.A. is in the process of formulating the
budget and staffing plan, which has not yet been
approved by the Committee. Bayard P.A. will provide
a copy to the Committee and seek approval of the
budget and staffing plan from the Committee when
available.
Justin R. Alberto, director of Bayard P.A., assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Bayard P.A. can be reached at:
Justin R. Alberto, Esq.
Erin R. Fay, Esq.
Daniel N. Brogan, Esq.
BAYARD, P.A.
600 N. King Street, Suite 400
Wilmington, DE 19801
Tel: (302) 655-5000
Fax: (302) 658-6395
E-mail: jalberto@bayardlaw.com
efay@bayardlaw.com
dbrogan@bayardlaw.com
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
On June 10, 2019, Insys Therapeutics and six affiliated companies
filed petitions seeking relief under Chapter 11 of the Bankruptcy
Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct
the asset sales in accordance with Section 363 of the U.S.
Bankruptcy Code.
The Debtors' cases are been assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
INSYS THERAPEUTICS: Panel Hires Province Inc as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Insys
Therapeutics, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Province, Inc., as
financial advisor to the Committee.
The Committee requires Province, Inc. to:
a. analyze the Debtors' near-term budget, assets and
liabilities, and overall financial condition;
b. review financial and operational information furnished by
the Debtors to the Committee;
c. monitor the sale process, reviewing APAs, interface with
the Debtors' professionals, and advise the Committee
regarding the process;
d. scrutinize the economic terms of various agreements,
including, but not limited to, the Debtors' first day
motions, bid procedures, and investment banker retention;
e. assess the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
f. prepare, or review as applicable, avoidance action
analyses;
g. analyze claims against the Debtors;
h. assist the Committee in reviewing the Debtors' financial
reports, including, but not limited to, SOFAs, Schedules,
cash budgets, and Monthly Operating Reports;
i. advise the Committee on the current state of these chapter
11 cases;
j. advise the Committee in negotiations with the Debtors and
third parties as necessary;
k. participate as a witness in hearings before the bankruptcy
court with respect to matters upon which Province has
provided advice; and
l. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province, Inc..
Province, Inc.will be paid at these hourly rates:
Principal $800 to $935
Managing Director $660 to $720
Senior Director $580 to $640
Director $500 to $570
Sr. Associate $400 to $490
Associate $350 to $400
Analyst $230 to $350
Paraprofessional $175
Province, Inc.will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Atkinson, partner of Province, Inc., assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Province can be reached at:
Michael Atkinson
PROVINCE, INC.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Tel: (702) 685-5555
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
On June 10, 2019, Insys Therapeutics and six affiliated companies
filed petitions seeking relief under Chapter 11 of the Bankruptcy
Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct
the asset sales in accordance with Section 363 of the U.S.
Bankruptcy Code.
The Debtors' cases are been assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
INTERLOGIC OUTSOURCING: Case Summary & 30 Top Unsecured Creditors
-----------------------------------------------------------------
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
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Interlogic Outsourcing, Inc. (Lead Case) 19-31445
aka IOIPay
aka ISI
aka Interlogic Systems
1710 Leer Drive
Elkhart, IN 46514
IOI Payroll Services, Inc. 19-31446
IOI West, Inc. 19-31447
Lakeview Holdings, Inc. 19-31448
Lakeview Technology, Inc. 19-31449
ModEarn, Inc. 19-31450
TimePlus Systems, LLC 19-31451
Business Description: Founded in Elkhart, Indiana in 2002 and
operating under the trade name IOIPay,
the Debtors are a locally-based payroll
processor with a national customer base and
footprint. The Debtors provide payroll,
payroll tax, and benefit administration
services directly to clients in the United
States, as well as through a network of
licensees in the United States and Canada.
Visit https://www.ioipay.com for more
information.
Chapter 11 Petition Date: August 11, 2019
Court: United States Bankruptcy Court
Northern District of Indiana (South Bend Division)
Judge: Hon. Harry C. Dees, Jr.
Debtors' Counsel: Andrew T. Kight, Esq.
Michael W. Hile, Esq.
Christine K. Jacobson, Esq.
JACOBSON HILE KIGHT LLC
The Elliott House
108 East 9th Street
Indianapolis, Indiana 46202
Tel: (317) 608-1140
Email: akight@jhklegal.com
- and -
Matthew M. Murphy, Esq.
Nathan S. Gimpel, Esq.
Michael Whalen, Esq.
Matthew Smart, Esq.
PAUL HASTINGS LLP
71 South Wacker Drive, Suite 4500
Chicago, Illinois 60606
Tel: (312) 499-6000
Fax: (312) 499-6100
Debtors'
Claims &
Noticing
Agent: PRIME CLERK LLC
https://cases.primeclerk.com/InterlogicOutsourcing
Interlogic Outsourcing's
Estimated Assets: $1 million to $10 million
Interlogic Outsourcing's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Daniel Wikel, chief restructuring
officer.
A full-text copy of Interlogic Outsourcing's petition is available
for free at:
http://bankrupt.com/misc/innb19-31445.pdf
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
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1. E-Gineering Trade $159,425
Attn: Troy Kelley, Don Taggart
8415 Allison Pointe Blvd
Suite 200
Indianapolis, IN 46250
Tel: 317-348-1780
Fax: 317-348-1781
Email: accounting@e‐gineering.com
2. Federal Express Trade $69,751
Attn: Frederick W. Smith
3610 Hacks Cross Road A
Memphis, TN 38125
Tel: 1-800-463-3339
Fax: 877-229-4766
3. Aunalytics, Inc. Trade $42,277
Attn: Nitesh Chawla, Greg Davis, &
David Cieslak
460 Stull St., Suite 100
South Bend, IN 46601
Tel: 855-799-3282
Email: info@aunalytics.com
4. Swipeclock.com Trade $26,470
Attn: Coleman Barney
10813 S River Front Pkwy #525
South Jordan, UT 84095
Tel: (801) 617-1234 Ext. 0170
Fax: 801-617-1235
Email: cswan@swipeclock.com
5. MCE Inc. Trade $26,260
Attn: Mike Presnal
1925 Goodson Ct
South Bend, IN 46613
Tel: (574) 288-4656
Fax: 574-288-4810
6. Trace3 Trade $17,300
Attn: Jay DeBois
5555 Corporate Exchange CT
Grand Rapids, MI 49512
Tel: 616-281-5566
Fax: 616-281-5656
7. BlackBaud, Inc. Trade $13,500
Attn: President or General Counsel
65 Fairchild Street
Charleston, SC 29492
Tel: (800) 468-8996
Fax: 843-216-6100
Email: accounts.receivable@blackbaud.com;
BlackbaudAccounts.Receivable@blackbaud.com
8. Vonage Business Trade $10,403
Attn: President or General Counsel
23 Main Street
Holmdel, NJ 07733
Tel: (888)616-6414
Email: bsqbilling@vonage.com
9. Firevine Advertising & Design Trade $10,000
Attn: President or General Counsel
101 E. Mishaawaka Ave.
Mishawaka, IN 46545
Tel: 269-663-5528
Email: info@firevine.com
10. CDW Computer Centers, Inc. Trade $9,063
Attn: Thomas E. Richards
200 North Milwaukee Avenue
Vernon Hills, IL 60061
Tel: (312) 705-6927
Email: credit@cdw.com
11. That Essential Spark Trade $8,900
Attn: President or General Counsel
15 Robin Lane
Greenland, NH 03840
Tel: 574-339-9027
Email: debra@thatessentialspark.com
12. Proforma Corporate Solutions Trade $8,437
Attn: President or General Counsel
6800 West Gate Blvd, Ste 132-474
Austin, TX 78745
Tel: (800) 817-6289
Email: jon.nielson@proforma.com
13. Midwest Automated Time Systems Trade $8,062
Attn: President or General Counsel
2324 West 63rd Street
Davenport, IA 52806
Tel: (563) 386-9393
Fax: (563) 386-9393
14. Aquascapes of Michiana Trade $8,000
Attn: President or General Counsel
58416 Country Road 7
Elkhart, IN 46517
Tel: 630-659-2000
Email: info@aquascapesofmichiana.com
15. AXIATP Trade $7,467
Attn: Roger Veach, Jason Ross,
Josh Ross
151 N. Delaware Street
Suite 1750
Indianapolis, IN 46204
Tel: (866) 459-5360 Ext. 0355
Email: support@axiatp.com
16. Get Fit Get Healthy Trade $6,885
Attn: President or General Counsel
2606 Peddlers Village Road
Suite 215
Goshen, IN 46526
Tel: 574-534-1135
Email: tkenyon1@gfgh.me
17. Barnes & Thornburg, LLP Professional $5,928
Attn: Bradford G. Addison
100 North Michigan South
Bend, IN 46601-1632
Tel: 574-233-1171
Fax: 574-237-1125
Email: bradford.addison@btlaw.com
18. SHRM Trade $5,300
Attn: David Windley, Coretha M.
Rushing, Johhny C. Taylor, Jr.
1800 Duke St.
Alexandria, VA 22314
Tel: 1-800-283-7476
Fax: 703-535-6477
Email: board@shrm.org; shrmceo@shrm.org
19. US Signal Trade $4,563
Attn: President or General Counsel
201 Ionia Ave SW
Grand Rapids, MI 49503
Tel: 866-274-4625
Fax: 616-988-0414
Email: info@ussignal.com
20. Flexential Trade $4,300
Attn: President or General Counsel
8809 Lenox Pointe Drive, Suite G
Charlotte, NC 28273
Tel: 888-552-3539
Email: partners@flexential.com
21. Quill Corporation Trade $4,296
Attn: President or General Counsel
100 Schelter Rd
Lincolnshire, IL 60069
Tel: 1-800-789-1331
Fax: 800-789-8955
Email: arpayment@quill.com
22. Logmein USA, Inc. Trade $3,204
Attn: President or General Counsel
320 Summer Street
Boston, MA 02210
Tel: 1-781-897-0694
Email: investorrelations@logmein.com
23. Moser Consulting Trade $2,700
Attn: Tyron Moser
6220 Castleway West Drive
Indianapolis, IN 46250
Tel: 317-596-8022
24. MailFinance Trade $1,963
Attn: President or General Counsel
478 Wheelers Farms Road
Milford, CT 06461
Tel: 800-636-7678
25. Shred-IT USA Trade $1,856
Attn: President or General Counsel
81 Walsh Drive
Parsipanny, NJ 07054
Tel: 888-750-6450
Email: Shreditcare@Stericycle.com
26. Corporate Graphic Solutions Trade $1,769
Attn: President or General Counsel
2929 Mishawaka Ave
South Bend, IN 46615
Tel: (574) 264-7738
Fax: 574-387-4491
Email: info@c‐g‐s.com
27. Syncstream Solutions Trade $1,100
Attn: President or General Counsel
#1 Galleria Blvd, Ste 1518
Metairie, LA 70001
Tel: (877) 291-9256
Email: infoabout@sync‐stream.com
28. Avis Rent a Car System, Inc. Trade $1,079
Attn: President or General Counsel
7876 Collections Center Drive
Chicago, IL 6693
Tel: 1-866-315-4690
Email: custserv@avis.com
29. LCWR Trade $1,040
Attn: President or General Counsel
c/o Nix Conference and
Meeting Management
St. Louis, MO 63143
Tel: 301-588-4955
Fax: 301-587-4575
30. Lasership, Inc. Trade $1,011
Attn: President or General Counsel
1912 Woodford Rd
Vienna, VA 22182
Tel: (404) 876-8650
INTERNATIONAL IRON: Amends Plan to Address U.S. Trustee Concerns
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International Iron, LLC filed with the U.S. Bankruptcy Court for
the Middle District of Florida its second amended chapter 11 plan
of reorganization.
The changes between the Second Amended Plan and the First Amended
Plan are not substantial and are made primarily to address US
Trustee concerns, account for a newly filed claim, and otherwise
reflect agreements reached with creditors. The summary of changes
is as follows:
(1) Amends treatment of IRS priority claim - Debtor holding back
funds for claim;
(2) Adds treatment of Florida Department of Revenue, Claim #16;
(3) Amends treatment of Orange County Tax Collector claim per
agreement;
(4) Amends treatment of US Bank claim per agreement;
(5) Removes Class 6 treatment (CDK is an unsecured creditor);
(6) Accounts for $1,000 IRS holdback in distribution of Cash on
Hand/Contribution Fund;
(7) Removes US Bank from non-debtor injunction per agreement;
(8) Removes Article 15.19.
Otherwise, the Plan remains the same.
A copy of the Second Amended Plan dated August 2, 2019 is available
at https://tinyurl.com/y6njescj from Pacermonitor.com at no charge.
About International Iron
International Iron, LLC, an industrial equipment supplier in
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-00724) on Feb. 2, 2019. At the time
of the filing, the Debtor disclosed $1,922,795 in assets and
$3,588,520 in liabilities. Winderweedle, Haines, Ward & Woodman,
P.A. is the Debtor's counsel.
INVERNESS VILLAGE: Hires B. Riley FBR as Co-Investment Banker
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Inverness Village seeks authority from the U.S. Bankruptcy Court
for the Northern District of Oklahoma to employ B. Riley FBR, Inc.,
as co-investment banker to the Debtor.
Inverness Village requires B. Riley FBR to:
(a) assist the Debtor with the preparation of offering,
marketing or other transaction materials concerning the
Debtor and a Transaction for distribution to creditors,
acquirors or investors;
(b) assist in the implementation of the marketing plan with
respect to a Transaction as reasonably necessary;
(c) assist in the identification and solicitation of, and the
review of proposals received from, the Investors and other
third parties;
(d) negotiate any Transaction with the Investors and other
third parties as necessary;
(e) provide assistance to the Debtor in developing and seeking
approval of any such Transaction, including a plan of
reorganization or liquidation, which may be a plan under
Chapter 11 of the Bankruptcy Code;
(f) participate in the negotiation with the Creditors,
Investors and other parties in interest with respect to a
Transaction;
(g) participate, including providing expert advice and
testimony, in depositions and hearings before the
Bankruptcy Court with respect to the matters upon with the
Firm has provided advice, including, as relevant,
coordinating with the Debtor's legal counsel with respect
to testimony in connection therewith; and
(h) render such other assistance as Debtor's management or
counsel may deem necessary and consistent with the role of
an investment banker.
B. Riley FBR will be paid a transaction fee (the "Transaction Fee")
calculated as a fixed percentage of: (i) 2.25% of the value of a
bond restructuring; or (ii) 2.75% of the gross sale proceeds in a
sale transaction.
During the 90-day period prior to the commencement of this case, B.
Riley FBR was reimbursed in the ordinary course its expenses
totaling $12,480.95.
B. Riley FBR will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alexander V. Rohan, senior managing director of B. Riley FBR, Inc.,
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.
B. Riley FBR can be reached at:
Alexander V. Rohan
B. RILEY FBR, INC.
299 Park Avenue
New York, NY 10171
Tel: (212) 457-3300
About Inverness Village
Inverness Village -- https://www.invernessvillage.com/ -- is an
Oklahoma not-for-profit corporation that operates the Inverness
Village continuing care retirement community. The Inverness
Facility is a modern senior living community that was completed in
2003 and accommodates residents' needs based on their required
level of care through its integrated independent living facility,
assisted living facility, and skilled nursing, and memory-care
facilities.
On July 22, 2019, Inverness Village sought Chapter 11 protection
(Bankr. N.D. Okla. Case No. 19-11510) in Tulsa.
The Debtor disclosed $62.3 million in assets and $174.9 million in
debt as of June 30, 2019.
The Hon. Dana L. Rasure is the case judge.
The Debtor tapped TOMLINS & PETERS, PLLC, as counsel; CONNER &
WINTERS, LLP, as co-counsel; RBC CAPITAL MARKETS, LLC and B. RILEY
FBR, INC., as investment bankers; and GLASSRATNER ADVISORY &
CAPITAL GROUP, LLC, as financial advisor. EPIQ CORPORATE
RESTRUCTURING, LLC, is the claims agent.
INVERNESS VILLAGE: Hires RBC Capital as Co-Investment Banker
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Inverness Village, seeks authority from the U.S. Bankruptcy Court
for the Northern District of Oklahoma to employ RBC Capital
Markets, LLC, as co-investment banker to the Debtor.
Inverness Village requires RBC Capital to:
a) conduct the process to facilitate either: 1) a
restructuring of the Bonds or 2) facilitate an asset sale,
disposition or an affiliation of the Project (the
"Process");
b) conduct a site-visit of the Project and determine what
further information and diligence items are needed to
support the Process, including evaluating the operation of
the Debtor;
c) work with a timeline that will be acceptable to the
Debtor;
d) interface with the Bond Trustee and Investors of the Bonds;
e) work with the Interested Parties to prepare a financial
forecast, which, may be circulated to the Senior Secured
Creditor and interested third parties;
f) participate in the negotiation process for the proposed
restructuring of company obligations;
g) assemble and distribute marketing materials to generate
awareness and interest in a potential sale of the Project;
h) advise Interested Parties of current conditions in the
local and national relevant skilled nursing or senior
living market, and other general information and economic
data;
i) coordinate with Interested Parties as necessary and
interface with counsel, other outside professionals and
representatives; and
j) attend meetings and participate in conference calls with
Debtor and its working groups as needed.
RBC Capital will be paid as follows:
a) A Success Fee bond on the mode of transaction of either
2.25% of the Restructure Transaction Value; or 2.75% of the
Gross Sales Proceeds, depending on the type of transaction
that is consummated;
b) A Broker/Dealer Fee of 0.50% of the Par amount of
Restructured Bonds to facilitate a bond exchange, if
consummated;
c) Reimbursement for all necessary expenses incurred, which
shall include, but not be limited to, travel, photocopying,
delivery service, postage, vendor charges and other out-of-
pocket expenses incurred in providing professional
services.
David B. Fields, a managing director of RBC Capital Markets,
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.
RBC Capital can be reached at:
David B. Fields
RBC CAPITAL MARKETS, LLC
One Logan Squire, Suite 17th Floor
Philadelphia, PA 19103
Tel: (215) 832-1514
Fax: (215) 832-1500
E-mail: david.fields@rbccm.com
About Inverness Village
Inverness Village -- https://www.invernessvillage.com/ -- is an
Oklahoma not-for-profit corporation that operates the Inverness
Village continuing care retirement community. The Inverness
Facility is a modern senior living community that was completed in
2003 and accommodates residents' needs based on their required
level of care through its integrated independent living facility,
assisted living facility, and skilled nursing, and memory-care
facilities.
On July 22, 2019, Inverness Village sought Chapter 11 protection
(Bankr. N.D. Okla. Case No. 19-11510) in Tulsa.
The Debtor disclosed $62.3 million in assets and $174.9 million in
debt as of June 30, 2019.
The Hon. Dana L. Rasure is the case judge.
The Debtor tapped TOMLINS & PETERS, PLLC, as counsel; CONNER &
WINTERS, LLP, as co-counsel; RBC CAPITAL MARKETS, LLC and B. RILEY
FBR, INC., as investment bankers; and GLASSRATNER ADVISORY &
CAPITAL GROUP, LLC, as financial advisor. EPIQ CORPORATE
RESTRUCTURING, LLC, is the claims agent.
IPIC ENTERTAINMENT: Files for Chapter 11 to Pursue Sale or Plan
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iPic Entertainment Inc., a luxury theater chain known for
in-theater dining and leather reclining seats, sought Chapter 11
protection to pursue a sale or reorganization plan.
iPic Entertainment provides one of the largest combined movie
theater and restaurant entertainment destinations with locations
that provide a luxurious movie-going experience at an affordable
price. It provides customers with high-quality, chef-driven
culinary and mixology in unique destinations that include premium
movie theaters, restaurants and lounges.
iPic currently operates 123 screens at 16 locations in 9 states,
with an additional 2 locations under construction, and have
executed leases for an additional 9 sites in California, Georgia,
Virginia, Washington, Connecticut, New York, Texas and Florida. In
addition, the Debtors applied for licenses to operate theaters in
Saudi Arabia.
The Debtors' restaurant concepts include: (1) The Tuck Room, a
spirited drinking and dining den with locations in North Miami
Beach, FL, Fulton Market, NY, and Houston, TX; (2) The Tuck Room
Tavern serving Craveable American Cuisine in Westwood, CA; (3)
Tanzy Restaurant, a modern Italian dining destination with
locations in Boca Raton, FL, and Scottsdale, AZ; and (4) City Perch
Kitchen + Bar, a seasonal American Dining destination featuring
locally sourced ingredients with locations in Bethesda, MD, Fort
Lee, NJ, and Dobbs Ferry, NY.
As of the Petition Date, the Company employed 240 full time and
1,770 part-time employees.
The Debtors continue to pursue a disciplined new store growth
strategy in both new and existing markets where they may achieve
consistent high store revenues and attractive store-level
cash-on-cash returns. Currently, the Debtors have built 16 of
their planned 20-25 locations.
For the year ended Dec. 31, 2018, the Company reported net losses
before income tax expense of $56,765,000, a net cash balance of
$6,026,000, and reported store-level EBITDA of $15,059,000.
For the year ended Dec. 31, 2018, the Debtors reported total assets
of $158,724,000 and total liabilities of $277,945,000.
Road to Bankruptcy
David M. Baker, co-founder of Aurora Management Partners, the
financial advisor to the Debtors, explains that even though the
Company's competitors' overall experience did not compare to that
of the Debtors, the availability of reclining seats used by
competitors at a lower consumer price point proved to be a
challenge, especially compared to the Premium seats in the Debtors'
theaters, which did not recline or include tableside service.
Rising construction costs also negatively impacted the build-out of
new locations. The Debtors' construction costs increased
significantly from 2010 to 2019 due to rising construction costs
nationally.
In addition to approximately $205 million of principal secured
indebtedness as of the Petition Date, the high interest rate
associated with this indebtedness has left the Debtors unable to
make the interest payments as they come due. Prepetition, the
Debtors engaged in negotiations with their secured lenders to
restructure the Company's debt and to continue to fund operations.
Ultimately, the Debtors determined that the commencement of the
chapter 11 cases and the potential sale or recapitalization of
their business under chapter 11 of the Bankruptcy Code represented
the best mechanism to maximize value to their economic
constituents.
"Delays in development cycle combined with the high cost of capital
depleted IPIC's available resources before the company was able to
reach critical mass and become self-funded. Importantly, delays
related to the Delray Beach location resulted in unforeseen costs
and a significant slowdown in circuit-wide development and new
grand openings," Hashemi said.
90-Day Sale Process
Despite these obstacles, the Debtors believe that their underlying
business model remains strong, as it is bolstered by positive guest
experience and loyalty. To that end, the Debtors and their secured
lenders have agreed on a budget to provide for a 90-day sale to
market and either sell or recapitalize the Company pursuant to a
restructuring transaction led by the Debtors' proposed investment
bankers, PJ Solomon.
The Debtors engaged Solomon in July 2019. Shortly after its
engagement, Solomon began to market the Debtors in order to
effectuate a either a recapitalization or sale of the Company. As
of the Petition Date, Solomon had contacted 64 parties in total, of
which 31 have signed non-disclosure agreements, and 6 are
continuing to negotiate non-disclosure agreement terms.
With the assistance of their proposed advisors, the Debtors intend
to continue their postpetition marketing efforts with prospective
purchasers and hopefully structure a recapitalization through a
plan or sale. The Debtors intend to seek approval of bidding
procedures that will facilitate Solomon's efforts to identify a
purchaser or plan proponent to complete the restructuring.
Concurrent with the sale process, the Debtors intend to operate
their business in the ordinary course and maximize the value of
their assets in accordance with terms of the agreed budget with the
RSA.
About iPic Entertainment
iPic Entertainment Inc. -- http://www.ipic.com/-- operates casual
restaurants, farm-to-glass full-service bars, and theater
auditoriums with in-theater dining. They currently operate 123
screens at 16 locations in nine states, with an additional two
locations under construction, and have executed leases for an
additional nine sites in California, Georgia, Virginia, Washington,
Connecticut, New York, Texas, and Florida. In addition, the
Debtors applied for licenses to operate theaters in Saudi Arabia.
iPic Entertainment Inc. and 5 affiliates sought Chapter 11
protection on Aug. 5, 2019. The lead case is In re iPic-Gold Class
Entertainment, LLC (Bankr. D. Del. Lead Case No. 19-11739).
iPic Entertainment disclosed $156,969,000 in assets and
$290,860,000 in debt as of May 31, 2019.
PACHULSKI STANG ZIEHL & JONES LLP is the Debtors' bankruptcy
counsel. AURORA MANAGEMENT PARTNERS is the financial advisor.
STRETTO is the claims agent.
J&M MUSA PROPERTIES: U.S. Trustee Unable to Appoint Committee
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The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
J&M Musa Properties, Inc., according to court dockets.
About J&M Musa Properties Inc.
J&M Musa Properties, Inc. owns in fee simple a real property
located at 1915 East West Parkway, Suite 2, Fleming Island, Fla.,
valued by the company at $1.25 million.
J&M Musa Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02484) on July 2,
2019. The company previously sought bankruptcy protection on Sept.
7, 2011 (Bankr. M.D. Fla. Case No. 11-06634).
At the time of the filing, the Debtor disclosed $1,260,431 in
assets and $2,080,863 in liabilities.
The case has been assigned to Judge Jerry A. Funk. The Law Offices
of Mickler & Mickler, LLP is the Debtor's bankruptcy counsel.
JACK COOPER: Files Chapter 11 After Deal With Lenders, Teamsters
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Jack Cooper Ventures, Inc., one of the largest over-the-road
finished vehicle logistics companies in North America, along with
its subsidiaries, on Aug. 6, 2019, filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code to implement a comprehensive
restructuring that would reduce its debt by more than $300 million
and preserve jobs for nearly 2,000 union workers.
Jack Cooper has a rich 90-year history as a leading provider of
finished vehicle logistics in North America for both new and used
vehicles, as well as a provider of logistical services in select
non-automotive markets. It has evolved from a small vehicle
transportation business into a larger, technology-focused,
diversified transportation and logistics enterprise with operations
across North America.
The Debtors operate a fleet of over 1,600 active rigs and a network
of 39 terminals across the United States and Canada to haul
vehicles. In 2018, the Debtors transported over 2.5 million
finished vehicles and generated operating revenue of $540.7
million. Jack Cooper also generated $55.9 million of revenue in
2018 from asset-light services, including vehicle inspections and
technical services.
"In recent years, the Debtors have faced declining revenues and
loss of market share amidst a changing landscape for the carhaul
industry nationwide. Moreover, as one of only two unionized
carhaul providers in the United States, the Debtors are burdened
with substantial labor costs, including pension obligations and
work rules that limit the Debtors' ability to respond to customer
requirements, making it difficult for them to compete with
non-unionized competitors. These challenges have caused the
Debtors to face rapidly declining liquidity," Greg R. May, CFO of
the Debtors, explains.
Debt Reduction
In connection with the restructuring, the Company and the Teamsters
National Automobile Transporters Industry Negotiating Committee
("TNATINC") have negotiated modifications to the collective
bargaining agreement ("CBA") that will be presented to the
bargaining unit members for ratification. These modifications will
help ensure Jack Cooper's financial viability and avoid any
reduction in employee wages or healthcare benefits. These important
actions address the industry and financial challenges facing the
Company and are critical to its future. The restructuring also
will allow the Company to reinvest significant funds in the
business, with the goal of replacing 80 percent of the fleet with
new equipment over the next five years.
In addition, the Company's largest lenders have agreed to cancel
their debt as part of a transaction to purchase all or
substantially all of the Company's assets. The purchase will be
subject to a court-approved competitive bidding process. The
transaction will result in a significantly deleveraged company with
new shareholders, who have committed to invest new capital in the
restructured Company that will enable it to execute on its business
plan. The Company's lenders also have agreed to provide essential
debtor-in-possession financing to the Company that will allow it to
maintain normal operations and pay employees and suppliers in the
ordinary course of business.
Business as Usual
Jack Cooper expects to continue operating its business as usual.
The Company's new financing, combined with cash generated by the
business, will support ongoing operations, fund payment of employee
salaries, wages, and health benefits in the ordinary course, and
ensure that suppliers are paid as usual for goods and services
provided during the process. No management or other significant
operational changes are expected as a result of the filing.
During the restructuring process, the Company will remain focused
on successfully serving its customers and should emerge in an
expeditious manner as a stronger business.
Prepetition Capital Structure
Jack Cooper estimated assets of $100 million to $500 million and
liabilities of $500 million to $1 billion as of the bankruptcy
filing. As of the Petition Date, the Debtors have approximately
$575.4 million in funded debt, consisting:
* $49.8 million outstanding under a first-priority revolving
credit facility from Wells Fargo Capital Finance, LLC, as
administrative agent, and lenders;
* $188.7 million outstanding under a first lien term loan
facility from Cerberus Business Finance Agency, LLC, as agent, and
lenders;
* $45.5 million outstanding under a 1.5 lien term loan due 2024,
from lenders and Wilmington Trust, National Association, as agent;
and
* $291.4 million outstanding under a second-lien term loan due
2024 from lenders, and Wilmington, as agent.
Milestones
Consistent with the RSA, JC Buyer Company, Inc., an affiliate of
funds managed by the Junior Term Loan Lenders, has agreed to
acquire substantially all of the Debtors' assets via a credit bid,
absent higher and better offers.
The Debtors are committed to securing the highest or otherwise best
bid for all of their assets and operations by marketing the assets
and conducting a competitive bidding process, subject to certain
milestones. The Debtors have agreed that they will:
1. commence their Chapter 11 Cases no later than August 6,
2019;
2. no later than the Petition Date, file the DIP Motion and Sale
and Bidding Procedures Motion;
3. the Debtors and the Teamsters National Automobile Transport
Industry Negotiating Committee (the "TNATINC") will have negotiated
the modifications to the CBA that are reflected in the CBA Term
Sheet, and no later than the Petition Date, the TNATINC has agreed
to submit the modifications set forth in CBA Term Sheet to the IBT
membership for ratification;
4. no later than August 7, 2019, the Debtors, the Purchaser, and
the Central States Plan shall execute the Pension Plan Treatment
Agreement by and among the Debtors, the Central States Plan, and
the Purchaser consistent with the CSPF Term Sheet, binding the
Central States Plan, the Purchaser, and the Debtors to effectuate
the terms and transactions contemplated by the CSPF Term Sheet;
5. obtain entry by the Bankruptcy Court of the Interim DIP Order
no later than two business days after the Petition Date;
6. obtain entry of an order by the CCAA Court recognizing the
DIP Order no later than five calendar days after the entry of the
Interim DIP Order;
7. obtain entry by the Bankruptcy Court of the Final DIP Order
and the Bidding Procedures Order as soon as reasonably practicable
but in no event later than 25 calendar days after the Petition
Date;
8. obtain entry of an order by the CCAA Court recognizing the
Final DIP Order and the Bidding Procedures Order as soon as
reasonably practicable but in no event later than five calendar
days after the entry of the Final DIP Order and the Bidding
Procedures Order;
9. obtain ratification of the CBAs consistent with the CBA Term
Sheet, the Term Sheet, the CSPF Term Sheet, and the RSA, no later
than Sept. 23, 2019, provided however and for the avoidance of
doubt that any deviations between the CBAs and this Term Sheet, the
CBA Term Sheet, the CSPF Term Sheet, or the RSA, or any new
provisions in the CBAs not contemplated by this Term Sheet, the CBA
Term Sheet, the CSPF Term Sheet, or the RSA, shall be subject to
the consent of the Purchaser;
10. obtain entry by the Bankruptcy Court of an order approving
the definitive documentation with the Central States Plan,
including the Hybrid Plan Participation Agreement, no later than
Sept. 23, 2019;
11. obtain entry by the Bankruptcy Court of the Sale Order no
later than 65 calendar days after the Petition Date;
12. obtain entry of an order by the CCAA Court recognizing the
Sale Order no later than five calendar days after the entry of the
Sale Order; and
13. cause the Closing Date to occur no later than 75 calendar
days after the Petition Date.
About Jack Cooper
Jack Cooper Ventures, Inc., is a specialty transportation and other
logistics provider and one of the largest over-the-road finished
vehicle logistics companies in North America. The Company provides
premium asset-heavy and asset-light based solutions to the global
new and previously-owned vehicle markets, specializing in finished
vehicle transportation and other logistics services for major
automotive original equipment manufacturers and for fleet ownership
companies, remarketers, dealers and auctions. The Company is a
certified Woman-Owned Business Enterprise by the Woman's Business
Enterprise Council.
Jack Cooper Ventures, Inc., and 18 affiliates and subsidiaries
sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No.
19-62393).
The Hon. Paul W. Bonapfel is the case judge.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and King & Spalding
LLP are serving as legal counsel to Jack Cooper, Houlihan Lokey,
Inc. is serving as investment banker and financial advisor, and
AlixPartners LLP is serving as restructuring advisor. The Debtors
also tapped Ogletree, Deakins, Nash, Smoak & Stewart, P.C. as labor
counsel, and Osler, Hoskin & Harcourt LLP, as Canadian
restructuring counsel. Prime Clerk LLC is the claims agent.
JACK COOPER: Moody's Lowers CFR to Ca, Outlook Stable
-----------------------------------------------------
Moody's Investors Service downgraded all ratings of Jack Cooper
Ventures, Inc. including the Secured Term Loan to Ca from B3, the
Probability of Default to D-PD from Caa1-PD, and the Corporate
Family Rating to Ca from Caa1. These downgrades follow Jack
Cooper's announcement on August 6, 2019 that it has initiated
Chapter 11 bankruptcy proceedings in the United States Bankruptcy
Court for the Northern District of Georgia.
Subsequent to the actions, Moody's will withdraw all of Jack
Cooper's ratings due to the bankruptcy filing.
Downgrades:
Issuer: Jack Cooper Ventures, Inc.
Probability of Default Rating, Downgraded to D-PD
from Caa1-PD
Corporate Family Rating, Downgraded to Ca from Caa1
First Lien Senior Secured Term Loan, Downgraded to Ca (LGD5)
from B3 (LGD5)
Outlook Actions:
Issuer: Jack Cooper Ventures, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The ratings, including the revised secured debt rating at Ca,
reflects Moody's view of an expected family recovery of between 35%
to 45%. The company plans to continue operating while it
restructures under Chapter 11 bankruptcy protection, and has an
arrangement that it expects to result in a reduction of more than
half of its existing debt.
The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019.
Jack Cooper Ventures, Inc. is a provider of over-the-road
transportation of automobiles, SUVS, light trucks and related
logistics in the U.S. and Canada.
JACKIE LLC: Seeks to Hire Keech Law Firm as Attorney
----------------------------------------------------
Jackie, LLC, seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Arkansas to employ Keech Law Firm, PA, as
attorney to the Debtor.
Jackie, LLC requires Keech Law Firm to:
-- represent the Debtor with regard to the filing of
its Chapter 11 petition and schedules and in the
prosecution of its Chapter 11 case with respect to
Debtor's powers and duties as a Debtor-in-Possession; and
-- perform all legal services for the Debtor which may be
necessary in connection with the Debtor's Chapter 11 case.
Keech Law Firm will be paid at these hourly rates:
Kevin P. Keech $350
Associate Attorneys $250
Paralegals $150
Legal Assistants $125
Keech Law Firm will be paid a retainer in the amount of $15,000.
Keech Law Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin P. Keech, partner of Keech Law Firm, PA, 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.
Keech Law Firm can be reached at:
Kevin P. Keech, Esq.
Emily J. Reynolds, Esq.
KEECH LAW FIRM, PA
2011 Broadway Avenue
Little Rock, AK 72206
Tel: (501) 221-3200
Fax: (501) 221-3201
E-mail: kkeech@keechlawfirm.com
ejreynolds@keechlawfirm.com
About Jackie, LLC
Jackie, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Ark. Case No. 19-13670) on July 16, 2019, estimating under $1
million in both assets and liabilities. Keech Law Firm, PA, led by
founding partner Kevin P. Keech, is the Debtor's counsel.
JADE WINDS: Court Junks FirsService Bid for Summary Judgment
------------------------------------------------------------
Bankruptcy Judge Robert A. Mark denied Defendant FirstService
Residential of Florida, Inc.'s motion for summary judgment in the
case captioned JADE WINDS ASSOCIATION, INC. Plaintiff, v.
FIRSTSERVICE RESIDENTIAL FLORIDA, INC., etc., Defendant, Adv. No.
17-01393-RAM (Bankr. S.D. Fla.).
The plaintiff in this adversary proceeding, Jade Winds Association,
Inc. is a condominium association that proposed and confirmed a
chapter 11 plan in the underlying bankruptcy case. The defendant,
FirstService Residential of Florida, Inc. is a property management
company that provided management services to Jade Winds from some
time in 2007 until late 2014.
FirstService filed a proof of claim in the underlying chapter 11
case for $156,796.21. The complaint in this proceeding objects to
FirstService's claim and asserts affirmative claims against
FirstService for breach of contract, gross negligence, breach of
fiduciary duty, and negligent retention and supervision.
FirstService seeks summary judgment on all counts in its Motion for
Summary Judgment and Incorporated Memorandum of Law.
In part, the Motion relies on the alleged absence of record
evidence to support several of the allegations in the Complaint. In
addition, the Motion argues that all of the counts in the
Complaint, other than the breach of contract count, fail as a
matter of law.
Turning first to the argument that several allegations of the
Complaint are not supported by record evidence, the Court's
decision to deny the Motion rests largely on the status of
discovery.
The Defendant filed its Motion prior to the conclusion of fact
discovery. The parties had exchanged documents, but they had not
taken any depositions or exchanged expert reports. Although a
summary judgment ruling generally is disfavored under these
circumstances, an open discovery deadline is not, in and of itself,
cause to defer consideration of a well-pled motion for summary
judgment. However, if a respondent articulates, with specificity,
the additional facts that it seeks to establish through further
discovery, a summary judgment ruling would be premature.
Here, the Court finds that the Plaintiff is entitled to take
further discovery in support of its allegations. Although the
Plaintiff did not file affidavits in opposition to the Motion, it
provided interrogatory answers referencing documents that have been
produced relevant to various allegations. Moreover, Plaintiff has
identified witnesses that it intends to depose and articulated
material areas of inquiry relevant to various allegations in the
Complaint. Witnesses identified in the Facts Response include Donna
Mantin, Santiago Perez, Ana Costales (regarding accounting
services), Gary Pyott (FirstService's President), Lauren Van
Barclum (a FirstService employee), a representative of Gonzalez
Engineers, Emilio Castro, or another representative of E.C. &
Associates, Inc., and a representative of Americus Construction
Group, Inc.
The Defendant also seeks partial summary judgment on several
categories of damages claimed by the Plaintiff, which the Defendant
classified as follows: (i) chapter 11 bankruptcy costs, (ii)
cash--only parking system and scrap metal disposal, (iii)
foreclosed unit lease revenue, (iv) 40-year certification, (v)
amounts relating to increase bank loan cost, (vi) fees paid to
FirstService, (vii) amounts relating to Miriam Joel litigation,
(viii) administrative fines, and (ix) punitive damages.
Most significantly, the Defendant seeks partial summary judgment on
Plaintiff's request for punitive damages. Defendant argues first
that Florida law does not permit recovery of punitive damages for
breach of contract claims. That point is clear. However, the Court
is denying summary judgment on the tort claims. Without awaiting
additional discovery, it is too early for the Court to conclude
that the Plaintiff will be unable to prove that the Defendant was
grossly negligent or engaged in intentional misconduct sufficient
to support an award of punitive damages under Florida law.
A copy of the Court's Order dated March 22, 2019 is available at
https://bit.ly/31ulucs from Leagle.com.
Jade Winds Association, Inc., Plaintiff, represented by Daniel F.
Blonsky, Esq. , Justin E. King & Eric S. Pendergraft, Shraiberg,
Landau & Page, P.A.
First Service Residential Florida, Inc. f/k/a The Continental
Group, Inc., Defendant, represented by Justin E. King & Kristopher
E. Pearson.
About Jade Winds
Headquartered in North Miami Beach, Florida, Jade Winds
Association, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-17570) on April 27, 2015, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million. The petition was signed by Cristina D. Moinelo,
director.
Judge Robert A Mark presides over the case.
Bradley S Shraiberg, Esq., Shraiberg, Ferrara, & Landau P.A.,
serves as the Debtor's bankruptcy counsel.
JIB QSR OKLAHOMA: Seeks to Use Cash to Pay Operating Costs
----------------------------------------------------------
JIB QSR Oklahoma LLC asks the U.S. Bankruptcy Court for the Western
District of Oklahoma to authorize use of cash collateral, on an
interim as well as final basis, in order to pay necessary operating
expenses.
Before the Petition Date, the Debtor entered into a Franchise
Agreement with Jack in the Box Inc., pursuant to which the
Franchisor agrees to provide certain marks, systems, manuals, and a
variety of other benefits that propose to yield value to the
Debtor. As of July 30, 2019, the Franchisor claims an estimated
amount of $271,561 as owing by the Debtor on the Franchise
Agreement, which Agreement as of the Petition Date is not expired.
Debtor reserves the right to contest the amount.
As adequate protection for the proposed use of cash collateral, the
Debtor seeks to provide the Franchisor with replacement liens in
all property of the estate of the kind securing the obligation owed
to the Franchisor purchased or acquired with the cash collateral of
the Franchisor. The Debtor does not admit that Franchisor holds a
valid and perfected lien, with the filing of this request.
The Debtor also seeks that carve-out for professional fees retained
in this case or any statutory committee appointed shall not exceed,
in the aggregate, $250,000 absent agreement or further Court order;
and a “critical vendor” carve-out of up to $250,000 for
critical vendor and inventory provision and delivery, McLane Food
Service.
David Sisson, Esq., proposed counsel to the Debtor, points out that
the Debtor is without enough funds to be able to operate for 15 or
more days until a final hearing on the request can be held.
Failure to timely pay the necessary operating expenses and critical
vendors, he says, could force the Debtor to close down entirely all
of its operations. The Debtor discloses that it anticipates filing
a separate "use" motion for the approval of McLane Food Service.
About JIB QSR Oklahoma
JIB QSR Oklahoma LLC owns and operates eight Jack in the Box
locations in the greater Oklahoma City metro area. Jack in the Box
is a fast-food restaurant chain offering burgers, chicken and
salads, and tacos, fries, and sides.
JIB QSR Oklahoma filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No.
19-13111) on July 30, 2019. In the petition signed by Mohammed
Salous, managing member, the Debtor estimated $1 million to $10
million in both assets and liabilities. The Law Offices of B.
David Sisson, led by founder David B. Sisson, is the Debtor's
counsel.
LEGRACE CORP: Seeks Court Nod to Use Cash Collateral
----------------------------------------------------
Legrace Corp. seeks permission from the U.S. Bankruptcy Court for
the Central District of California to use cash collateral through
the date of confirmation of a Chapter 11 plan, or the dismissal of
its Chapter 11 case.
In a proposed budget for the period from July 22, 2019 through Jan.
22, 2020 filed by the Debtor's counsel, Julie J. Villalobos, Esq.,
the Debtor estimates monthly expenses for the month of August 2019
at $64,377 -- consisting of $16,000 for cost of materials and
supplies; $14,506 for property rent; and $18,000 for wages, among
others.
Ms. Villalobos also disclosed that the Debtor seeks to pay
operating expenses plus up to 10 percent variance per line item and
in the aggregate. The Debtor also seeks to pay quarterly fees to
the U.S. Trustee and any fees to the Court. The Debtor owes Paypal
$27,275 in principal amount, and that Paypal holds a first priority
lien on the Debtor’s assets, she relates.
A hearing on the motion is scheduled at 10 a.m. on August 28, 2019
at Courtroom 5B, 411 W. Fourth Street, Santa Ana, California.
About Legrace Corp.
Based in Orange, California, Legrace Corp. filed its voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12812) on July 22,
2019, estimating up to $100,000 in assets and up to $1 million in
liabilities. Julie J. Villalobos at Oaktree Law is the Debtor's
counsel.
LOGISTICS BUDDY: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Aug. 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Logistics Buddy Transportation,
LLC.
About Logistics Buddy
Logistics Buddy Transportation, LLC, a cargo and freight company
based in Sioux Falls, S.D., sought Chapter 11 protection (Bankr.
D.S.D. Case No. 19-40294) on July 5, 2019. The Debtor's assets as
of the petition date range from $500,000 to $1 million, and its
liabilities range from $1 million to $10 million. The case is
assigned to Hon. Charles L. Nail, Jr. Gerry & Kulm Ask, Prof. LLC,
led by name partner Clair R. Gerry, is serving as counsel to the
Debtor.
LOOT CRATE: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Case: Loot Crate, Inc.
3401 Pasadena Avenue
Los Angeles, CA 90031-1929
Business Description: Headquartered in Los Angeles, California,
Loot Crate -- https://www.lootcrate.com --
is an eCommerce subscription company that
specializes in providing its customers with
curated boxes of "geek and gamer products"
each month. These products consist of
exclusive figurines, shirts, gear, and
gadgets, as well as limited edition
collectibles. Loot Crate develops, designs,
and sources popular merchandise from over
350 distinct entertainment properties, each
of which utilize the Debtors as a key
intellectual property monetization partner.
Loot Crate has 60 full-time employees, after
taking into account certain reductions in
force.
Chapter 11 Petition Date: August 11, 2019
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Loot Crate, Inc. (Lead Case) 19-11791
Loot Crate Holdings, Inc. 19-11792
LC Funding, Inc. 19-11793
Loot Crate Parent, Inc. 19-11794
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors'
Lead
Counsel: Mark I. Duedall, Esq.
Leah Fiorenza McNeill, Esq.
BRYAN CAVE LEIGHTON PAISNER LLP
1201 W. Peachtree Street, NW, 14 th Floor
Atlanta, Georgia 30309-3471
Tel: (404) 572-6600
Fax: (404) 572-6999
Email: mark.duedall@bclplaw.com
leah.fiorenza@bclplaw.com
- and -
Andrew J. Schoulder, Esq.
BRYAN CAVE LEIGHTON PAISNER LLP
1290 Avenue of the Americas
New York, New York 10104-3300
Tel: (212) 541-2000
Fax: (212) 541-4630
Email: andrew.schoulder@bclplaw.com
Debtors'
Delaware and
Conflicts
Counsel: Natalie D. Ramsey, Esq.
Jamie L. Edmonson, Esq.
Mark A. Fink, Esq.
ROBINSON & COLE LLP
1000 N. West Street, Suite 1200
Wilmington, Delaware 19801
Tel: (302) 295-4800
Fax: (302) 351-8618
Email: nramsey@rc.com
jedmonson@rc.com
mfink@rc.com
Debtors'
Investment
Banker: FOCALPOINT SECURITIES, LLC
Debtors'
Financial
Advisor: PORTAGE POINT PARTNERS
Debtors'
Chief
Transformation
Officer: MARK PALMER
THESEUS STRATEGY GROUP
Debtor's
Claims &
Noticing
Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC.
d/b/a STRETTO
https://case.stretto.com/lootcrate
Estimated Assets: $10 million to 50 million
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Stuart Kaufman, chief restructuring
officer.
A full-text copy of Loot Crate's petition is available for free
at:
http://bankrupt.com/misc/deb19-11791.pdf
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Something Inked /AIA Trade Debt $4,784,203
Corporation
800 W. Winneconne Avenue
Neenah, WI 54956-3196
Tel: (615) 499-4228
Email: csr@somethinginked.com
2. McKinsey & Company, Inc. Professional $2,353,577
United States Fees
P.O. Box 7247-7255
Philadelphia, PA 19170-7255
Charlotte Ulrey
Tel: (727) 299-6031
Email: Charlotte_Ulrey@mckinsey.com
3. Money Chest LLC Convertible $2,994,939
8635 West Sahara Avenue Note
Suite 664
Las Vegas, NV 89117
Erin Fay
Tel: (302) 429-4242
Email: efay@bayardlaw.com
4. Clear Finance Technology Loan $2,202,276
Corporation
dba Clearbanc
548 Market Street, Suite 68100
San Francisco, CA 94104
Andrew D'Souza
Tel: (415) 952-9864
Email: support@clearbanc.com
5. RR Donnelley Receivables, Inc. Trade Debt $1,515,683
P.O. Box 932721
Cleveland, OH 44193
Deborah Steiner
Tel: (800) 742-4455
6. K&S Specialty Products Trade Debt $1,427,665
25526 Hardy Place
Stevenson Ranch, CA 91381
Tel: (661) 755-2250
Email: kyletla@gmail.com
7. Gold Wing Toys Trade Debt $1,274,986
Products Limited
232 Des Voeux Road
Central Hong Kong
Tel: (310) 469-1019
Email: calvint@goldwinghk.com
8. Bio World Merchandising Inc. Convertible $1,477,205
2111 West Walnut Hill Lane Note
Irving, TX 75038
Email: rajm@bioworldmerch.com
mikeh@bioworldmerch.com
9. Facebook, Inc. Trade Debt $1,036,305
Attn: Accounts Receivable
15161 Collections Center Drive
Chicago, IL 60693
Tel: (855) 232-8440
Email: ar@facebook.com
10. Just Funky, LLC Trade Debt $809,500
4160 Highlander Parkway, Suite 100
Richfield, OH 44286
Tel: (234) 249-0145
11. Global One Accessories LLC Trade Debt $696,590
7 Shaker Hollow Road
East Setauket, NY 11733
Brandon Michaels
Tel: (917) 242-5260
Email: brandon.michaels@whluda.com
12. Bensussen Deutsch & Associates Trade Debt $649,612
P.O. Box 31001-2214
Pasadena, CA 91110-2214
Patricia
Tel: (562) 215-7395
Email: patriciaA@bdainc.com
13. Trend Setters, Ltd. Trade Debt $588,066
22500 State Route 9
Tremont, IL 61568
Tel: (309) 929-7012
Email: sam@trendsettersltd.com
14. JPL Associates, Inc. Trade Debt $577,424
dba Promotional Concepts Team
4179 SW 64th Avenue, Suite 201
Fort Lauderdale, FL 33314
Tel: (954) 929-6024 Ext. 304
Email: john@pconceptsteam.com
15. Jack Nadel, Inc. Trade Debt $574,999
8701 Bellanca Avenue
Los Angeles, CA 90045
Pauline Metzler
Tel: (310) 815-5424
Email: pauline.metzler@nadel.com
16. Geoff Arens Convertible $560,597
c/o Dendera Advisory Note
747 Third Avenue, 26th Floor
New York, NY 10017
Geoff Arens
Tel: (212) 520-7875
Email: arens@denderaadvisory.com
17. Greenberg Traurig LLP Professional $509,465
1900 University Avenue, Suite 500 Fees
Palo Alto, CA 94303
Paul A. McLean
Tel: (650) 289-7848
Email: mcleand@gtlaw.com
18. MLB Advanced Media, LP Trade Debt $500,000
75 Ninth Avenue
New York, NY 10011
Jennifer R. Simms
Tel: (212) 931-7900
Email: jennifer.simms@mlb.com
19. Marvel Brands LLC Trade Debt $468,650
500 South Buena Vista Street
Burbank, CA 91521-9600
Tel: mescoto@marvel.com
20. Brian Laibow Convertible $369,301
Brian Laibow Note
Email: blaibow@gmail.com
21. Pacific Capital Management Convertible $369,301
Jonathan Glaser Note
Email: jon@jmgcapital.com
22. Protiviti, Inc. Professional $366,530
12269 Collections Center Drive Fees
Chicago, IL 60693
Tel: (213) 327-1400
Email: probill@protiviti.com
23. Zak Designs, Inc. Trade Debt $357,521
P.O. Box 19188
Spokane, WA 99219-9188
Tel: (509) 244-0555
Email: mcgavran@zak.com
24. Shanon Hsu Convertible $353,811
c/o Dendera Advisory Notes
747 Third Avenue, 26th Floor
New York, NY
Shannon Hsu
Tel: (212) 520-7875
Email: hsu@denderaadvisory.com
25. Design International Group, Inc. Trade Debt $362,084
c/o DCN Holdings, Inc.
1806 33rd Street, Suite 180
Orlando, FL 32839
Michael Yeh
Tel: (626) 369-2289
Email: michael.yeh@luckygroup.biz
26. Sidebench Studio, LLC Trade Debt $317,951
10317 Washington Boulevard
Culver City, CA 90232
Tel: (310) 893-3589
Email: arthur@sidebench.com
27. Six Star (Hong Kong) Ltd. Trade Debt $310,405
dba Lucky Group
94 Granville Road
Tsim Sha Tsui East
Sutie 508
Intercontinental Plaza
Kowloon, Hong Kong
Jennifer Carey
Tel: (321) 710-4892
Email: jennifer.carey@accountsreceivable.com
28. Federal Express Trade Debt $305,591
P.O. Box 7221
Pasadena, CA 91109-7321
Robin Wilson
Tel: (818) 731-7470
Email: robin.wilson@fedex.com
29. Landsberg Orora Trade Debt $301,827
1900 W. University Drive
Suite 101
Tempe, AZ 85281
Pete Aude
Tel: (323) 832-2000
Email: pete.aude@landsberg.com
30. Vantiv, LLC Trade Debt Unknown
8500 Governors Hill Drive
Symmes Township, OH
45249-1384
Chris Kemper
Tel: (513) 788-1677
Email: chris.kemper@worldpay.com
LOOT CRATE: Files for Chapter 11 With $20M Unshipped Orders
-----------------------------------------------------------
Loot Crate Inc., a "geek and gamer" subscription business whose
backers include actor Robert Downey Jr.'s venture-capital firm, has
filed for Chapter 11 bankruptcy, saying it needs protection from
creditors to complete millions of dollars in customer orders.
Becky Yerak, writing for The Wall Street Journal, reported that,
according to court papers, the Debtors have more than $20 million
in customer orders for which the Debtors have obtained payment, but
for which the Debtors have not shipped goods; more than $30 million
in trade debt outstanding; and over $5.87 million in sales taxes
due.
The Journal, citing court papers, related that the company plans to
sell itself to Money Chest LLC, a lender and bondholder affiliated
with an investment group that includes one of the world's biggest
collectible manufacturers and distributors. Money Chest also has
agreed to provide up to $10 million in financing to help the
company get through bankruptcy, the Journal further related.
The Debtors disclosed that one substantial creditor -- albeit a
contingent one -- is their credit card processor, Vantiv, LLC,
which has a contingent claim to the extent the Debtors do not ship
goods to their customers for which such customers have already paid
via credit card. Vantiv is holding approximately $1.7 million of
collections it made for the Debtors and, as of the Petition Date,
continues to reserve 100% of the Debtors' customer billings thereby
guaranteeing a continuation of the vicious cycle that has strangled
liquidity. Vantiv's increased concerns over the past months
resulted in it seeking to terminate credit card processing with the
Debtors, purportedly effective August 12, 2019.
Money Chest is represented by:
Cathy Hershcopf, Esq.
Robert Winning, Esq.
Sarah A. Carnes, Esq.
COOLEY LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
Email: chershcopf@cooley.com
rwinning@cooley.com
scarnes@cooley.com
-- and --
Robert L. Eisenbach, III, Esq.
COOLEY LLP
101 California Street, 5th Floor
San Francisco, CA 94111
Telephone: (415) 693-2000
Facsimile: (415) 693-2222
Email: reisenbach@cooley.com
-- and --
Erin R. Fay, Esq.
Daniel N. Brogan, Esq.
BAYARD, P.A.
600 N. King Street, Suite 400
Wilmington, DE 19801
Telephone: (302) 655-5000
Facsimile: (302) 658-6395
Email: efay@bayardlaw.com
dbrogan@bayardlaw.com
MABVAX THERAPEUTICS: Exclusive Plan Filing Period Moved to Nov. 18
------------------------------------------------------------------
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware, at the behest of MabVax Therapeutics Holdings, Inc.
and affiliates, extended the period during which they have the
exclusive right to file a Chapter 11 plan by 120 days through Nov.
18, 2019 and solicit votes on the plan by 120 days through Jan. 17,
2020.
This is the companies' first request for an extension of the
exclusivity period since they filed for bankruptcy protection on
March 21. Since their bankruptcy filing, the companies have spent
most of their time negotiating and consummating a sale of
substantially all of their assets to BioNTech AG, which closed on
May 7. Recently, the court authorized the sale of the companies'
remaining assets.
Following the sale of their assets, the companies shifted their
focus to developing an exit strategy for their bankruptcy cases
including establishing bar dates, evaluating executory contracts
excluded from the sale, and preparing a plan of liquidation,
according to court filings.
About MabVax Therapeutics
MabVax -- https://www.mabvax.com/ -- is a clinical-stage
biotechnology company with a fully human antibody discovery
platform focused on the rapid translation into clinical development
of products to address unmet medical needs in the treatment of
cancer. Its lead clinical development candidate, HuMab-5B1, is a
fully human IgG1 monoclonal antibody (mAb) that targets sialyl
Lewis A (sLea), an epitope on CA19-9. CA19-9 is expressed in over
90% of pancreatic cancer (PDAC) and in other diseases including
small cell lung, colon and other GI cancers.
MabVax Therapeutics Holdings, Inc., and MabVax Therapeutics, Inc.,
each filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No.
19-10603 and 19-10604, respectively) on March 21, 2019.
At the time of filing, MabVax Therapeutics Holdings estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. MabVax Therapeutics, Inc., estimated up to $50,000 in
assets and liabilities. Jason A. Gibson, Esq., at the Rosner Law
Group LLC, represents the Debtors as bankruptcy counsel.
MANNKIND CORP: Incurs $12.4 Million Net Loss in Second Quarter
--------------------------------------------------------------
MannKind Corporation filed with the Securities and Exchange
Commission on Aug. 7, 2019, its quarterly report on Form 10-Q
reporting a net loss of $12.38 million on $15 million of total
revenues for the three months ended June 30, 2019, compared to a
net loss of $22.67 million on $3.89 million of total revenues for
the three months ended June 30, 2018. The decrease in net loss was
primarily the result of total revenues increasing from higher
Afrezza commercial demand and from the Company's licensing and
research agreements with United Therapeutics.
"We continue to execute our commercial strategy for Afrezza, which
resulted in product growth of 62% versus the second quarter of
2018," said Michael Castagna, chief executive officer of MannKind
Corporation. "Our partner in Brazil, Biomm, received marketing
approval for Afrezza and expects to launch in the second half of
this year. Meanwhile, our partnership with United Therapeutics
continues to gain strength as we celebrated the completed
construction of a new high-potency manufacturing suite in our
Danbury facility in July."
For the six months ended June 30, 2019, the Company reported a net
loss of $27.27 million on $32.45 million of total revenues compared
to a net loss of $53.06 million on $7.35 million of total revenues
for the same period last year.
As of June 30, 2019, the Company had $81.79 million in total
assets, $277.79 million in total liabilities, and a total
stockholders' deficit of $195.99 million. Cash, cash equivalents,
restricted cash, and short-term investments at June 30, 2019 was
$38.2 million compared to $71.7 million at Dec. 31, 2018. The
decrease was primarily due to net cash used in operating activities
of $31.5 million for the six months ended June 30, 2019, including
the receipt of a $12.5 million milestone payment from United
Therapeutics, and a principal payment to Deerfield of $2.5
million.
Research and development expenses for the second quarter of 2019
were $1.6 million compared to $3.0 million for the second quarter
of 2018. This 45% decrease was primarily attributable to a $0.5
million decrease in clinical trial spending and a $0.5 million
decrease in personnel costs.
Selling, general and administrative expenses for the second quarter
of 2019 were $16.6 million compared to $21.7 million for the second
quarter of 2018. This decrease of $5.1 million, or 24%, was
primarily attributable to a $2.3 million decrease in personnel
related costs, a $1.3 million decrease in professional fees and a
$1.0 million decrease in marketing spending.
Interest expense on notes (facility financing obligation and senior
convertible notes) for the second quarter of 2019 was $0.6 million
compared to $1.7 million for the second quarter of 2018. This $1.1
million decrease was primarily due to a reduction in debt principal
balances.
MannKind said, "To date, we have funded our operations through the
sale of equity and convertible debt securities, from the receipt of
upfront and milestone payments from certain collaborations, and
from borrowings under certain loan arrangements, including the Mann
Group Loan Arrangement, the Facility Agreement, and, most recently,
the MidCap Credit Facility.
"There can be no assurance that we will have sufficient resources
to make any required repayments of principal under the 2024
convertible notes, 2020 notes, the MidCap Credit Facility or the
New Mann Group Loan Arrangement when required. Further, if we
undergo a fundamental change, as that term is defined in the
indentures governing the terms of the 2024 convertible notes, the
holders of such debt securities will have the option to require us
to repurchase all or any portion of such debt securities at a
repurchase price of 100% of the principal amount of such debt
securities to be repurchased plus accrued and unpaid interest, if
any. The 2024 convertible notes and the New Mann Group Loan
Arrangement are fully convertible at any time prior to maturity.
"While we have been able to timely make our required interest
payments to date, we cannot guarantee that we will be able to do so
in the future. If we fail to pay interest on the 2024 convertible
notes or our term loan under the MidCap Credit Facility ("MidCap
Term Loan"), or if we fail to repay or repurchase the 2024
convertible notes, 2020 notes, MidCap Term Loan or borrowings under
the New Mann Group Loan Arrangement, we will be in default under
the applicable instrument for such indebtedness, and may also
suffer an event of default under the terms of other borrowing
arrangements that we may enter into from time to time. Any of
these events could have a material adverse effect on our business,
results of operations and financial condition, up to and including
the noteholders initiating bankruptcy proceedings or causing us to
cease operations altogether.
"In connection with the execution of the Facility Agreement, on
July 1, 2013, we issued Milestone Rights to the Milestone
Purchasers. The Milestone Rights provide the Milestone Purchasers
certain rights to receive payments of up to $90.0 million upon the
occurrence of specified strategic and sales milestones, $75.0
million of which remains payable upon achievement of such
milestones.
"These factors raise substantial doubt about our ability to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/75wE6g
About MannKind Corp
MannKind Corporation (NASDAQ: MNKD) -- http://www.mannkindcorp.com/
-- focuses on the development and commercialization of inhaled
therapeutic products for patients with diseases such as diabetes
and pulmonary arterial hypertension. MannKind is currently
commercializing Afrezza (insulin human) Inhalation Powder, the
Company's first FDA-approved product and the only inhaled
rapid-acting mealtime insulin in the United States, where it is
available by prescription from pharmacies nationwide. MannKind is
headquartered in Westlake Village, California, and has a
state-of-the art manufacturing facility in Danbury, Connecticut.
The Company also employs field sales and medical representatives
across the United States.
MannKind incurred a net loss of $86.97 million in 2018, following a
net loss of $117.3 million in 2017. As of March 31, 2019, the
Company had $100.96 million in total assets, $288.96 million in
total liabilities, and a total stockholders' deficit of $188
million.
Deloitte & Touche LLP, in Los Angeles, California, issued a "going
concern" qualification in its report dated Feb. 26, 2019, on the
Company's consolidated financial statements for the year ended Dec.
31, 2019, citing that the Company's available cash resources and
continuing cash needs raise substantial doubt about its ability to
continue as a going concern.
MANNKIND CORP: Secures up to $75 Million Credit Facility
--------------------------------------------------------
MannKind Corporation and MannKind LLC have entered into a credit
and security agreement with Apollo Investment Corporation, as
lender, and MidCap Financial Trust, as lender and agent, which
provides a secured term loan facility in an aggregate principal
amount of up to $75.0 million and which matures on Aug. 1, 2024.
MannKind borrowed the first advance of $40.0 million on Aug. 6,
2019. In connection with the MidCap Credit Facility, MannKind also
entered into privately negotiated exchange agreements with each of
its existing creditors in order to pay off (in the case of
Deerfield as a secured creditor) and restructure (in the case of
Bruce & Co. and The Mann Group as unsecured creditors) MannKind's
existing debt obligations. When combined with a July 2019 exchange
agreement with Deerfield, these exchanges reduced the principal
amount of existing debt by $28.4 million and extended the maturity
until November 2024 for $75.1 million (out of $80.3 million) of the
remaining debt.
Under the terms of the MidCap Credit Facility, the second advance
of $10.0 million will be available to the Company until April 15,
2020, subject to the Company's satisfaction of certain conditions
described in the MidCap Credit Facility, including the Company
achieving Afrezza Net Revenue (as defined in the MidCap Credit
Facility) of at least $30.0 million on a trailing twelve month
basis. Under the terms of the MidCap Credit Facility, the third
advance of $25.0 million will be available to the Company until
June 30, 2021, subject to the satisfaction of certain milestone
conditions associated with Treprostinil Technosphere.
Tranche 1 and, if borrowed, Tranche 2 and Tranche 3, each accrue
interest at an annual rate equal to LIBOR plus 6.75%, subject to a
LIBOR floor of 2.00%. Interest on each term loan advance is due
and payable monthly in arrears. Principal on each term loan
advance under Tranche 1 and Tranche 2 is payable in 36 equal
monthly installments beginning Sept. 1, 2021, until paid in full on
Aug. 1, 2024, and principal on each term loan advance under Tranche
3 is payable beginning on the later of (i) Sept. 1, 2021, and (ii)
the first day of the first full calendar month immediately
following such term loan advance, in an amount equal to the
outstanding term loan advance in respect of Tranche 3 divided by
the number of full calendar months remaining before Aug. 1, 2024.
The Company has the option to prepay the term loans, in whole or in
part, subject to early termination fees in an amount equal to 3.00%
of principal prepaid if prepayment occurs on or prior to the first
anniversary of the Closing Date, 2.00% of principal prepaid if
prepayment occurs after the first anniversary of the Closing Date
but on or prior to the second anniversary of the Closing Date, and
1.00% of principal prepaid if prepayment occurs after the second
anniversary of the Closing Date and prior to or on the third
anniversary of the Closing Date. In connection with execution of
the MidCap Credit Facility, the Company paid MidCap a $375,000
origination fee.
Upon termination of the MidCap Credit Facility, the Company is
required to pay an exit fee equal to 6.00% of the principal amount
of all term loans advanced to the Company under the MidCap Credit
Facility.
The Company's obligations under the MidCap Credit Facility are
secured by a security interest on substantially all of its assets,
including intellectual property. Additionally, the Company's
future subsidiaries, if any, may be required to become co-borrowers
or guarantors under the credit facility.
The MidCap Credit Facility contains customary affirmative covenants
and customary negative covenants limiting the Company's ability and
the ability of the Company's subsidiaries to, among other things,
dispose of assets, undergo a change in control, merge or
consolidate, make acquisitions, incur debt, incur liens, pay
dividends, repurchase stock and make investments, in each case
subject to certain exceptions. The Company must also comply with a
financial covenant relating to trailing twelve month minimum
Afrezza Net Revenue requirements (as defined in the MidCap Credit
Facility), tested on a monthly basis, and a minimum cash covenant
of $15.0 million at all times prior to the funding of Tranche 2,
and $20.0 million at all times following the funding of Tranche 2
or Tranche 3.
The MidCap Credit Facility also contains customary events of
default relating to, among other things, payment defaults, breaches
of covenants, a material adverse change, listing of the Company's
common stock, bankruptcy and insolvency, cross defaults with
certain material indebtedness and certain material contracts,
judgments, and inaccuracies of representations and warranties.
Upon an event of default, the agent and the lenders may declare all
or a portion of the Company's outstanding obligations to be
immediately due and payable and exercise other rights and remedies
provided for under the MidCap Credit Facility. During the
existence of an event of default, interest on the term loans could
be increased by 2.00%.
The Company also agreed to issue warrants to purchase shares of
MannKind's common stock upon the drawdown of each term loan advance
under the MidCap Credit Facility in an aggregate amount equal to
3.25% of the amount drawn, divided by the exercise price per share
for that tranche. The exercise price per share is equal to the
volume-weighted average closing price of MannKind's common stock
for the ten business days immediately preceding the second business
day before the issue date. As a result of Tranche 1, the Company
issued warrants to purchase an aggregate of 1,171,614 shares of the
Company's common stock, at an exercise price equal to $1.11 per
share. The MidCap Warrants are immediately exercisable and expire
on the earlier to occur of the seventh anniversary of the
respective issue date or, in certain circumstances, the closing of
a merger, sale or other consolidation transactions in which the
consideration is cash, stock of a publicly traded acquirer, or a
combination thereof.
Exchange of 2021 Convertible Notes for 2024
Convertible Notes and the Indenture for the 2024
Convertible Notes
On Aug. 6, 2019, MannKind entered into a privately-negotiated
exchange agreement with Bruce & Co., Inc., for itself and on behalf
of the beneficial owners of the holders of MannKind's outstanding
5.75% Convertible Senior Subordinated Exchange Notes due 2021,
pursuant to which MannKind agreed to, among other things, (i) repay
$1,470,147 in cash to those holders ($1,500,000 less the amount of
interest accruing under the Existing 2021 Notes between Aug. 6,
2019 and Aug. 15, 2019), (ii) issue 4,017,857 shares of MannKind's
common stock to such holders (at a conversion price of $1.12 per
share), (iii) issue new 5.75% Convertible Senior Subordinated
Exchange Notes due 2024 to such holders pursuant to the provisions
of an indenture in an aggregate principal amount of $5,000,000 and
(iv) issue two non-interest bearing promissory notes to such
holders, each in the amount of $2,630,750, one of which will mature
on June 30, 2020 and the other of which will mature on Dec. 31,
2020, in exchange for the cancellation of the $18.7 million in
principal amount of the Existing 2021 Notes. The 2020 Notes may be
prepaid at any time on or prior to their respective maturity dates
at the option of MannKind. In addition, MannKind may elect to pay
the 2020 Notes at any time on or prior to their respective maturity
dates, if certain conditions are met, in shares of MannKind's
common stock at a price per share equal to the last reported sale
price on the trading day immediately prior to the payment date.
The exchange pursuant to the 2021 Note Exchange Agreement was
effected on Aug. 6, 2019.
The 2024 Convertible Notes were issued pursuant to an indenture,
dated as of Aug. 6, 2019, between MannKind and U.S. Bank National
Association, as trustee. The 2024 Convertible Notes are MannKind's
general, unsecured obligations, and are subordinated in right of
payment to the indebtedness incurred pursuant to the MidCap Credit
Facility. The 2024 Convertible Notes rank equally in right of
payment with MannKind's other unsecured senior debt. The 2024
Convertible Notes accrue interest at the rate of 5.75% per year on
the principal amount, payable semiannually in arrears on February
15 and August 15 of each year, beginning Feb. 15, 2020, with
interest accruing from Aug. 6, 2019. Interest on the 2024
Convertible Notes will be payable in cash or, at the option of
MannKind if certain conditions are met, in shares of MannKind's
common stock at a price per share equal to the last reported sale
price on the trading day immediately prior to the interest payment
date. The 2024 Convertible Notes will mature on the earlier of (i)
Nov. 4, 2024 or (ii) the 91st day after the payment in full of, and
termination and discharge of all obligations (other than contingent
indemnity obligations) under the MidCap Credit Facility.
The 2024 Convertible Notes will be convertible, at the option of
the holder, at any time on or prior to the close of business on the
business day immediately preceding the stated maturity date, into
shares of MannKind's common stock at a conversion rate of 333.3333
shares per $1,000 principal amount of 2024 Convertible Notes, which
is equal to a conversion price of approximately $3.00 per share.
The conversion rate will be subject to adjustment under certain
circumstances described in the Indenture.
The Indenture includes customary events of default, including:
(1) the Company fails to pay when due the principal of or
premium, if any, on any of the 2024 Convertible Notes at
maturity, upon repurchase, acceleration or otherwise;
(2) the Company fails to pay an installment of interest on any
of the 2024 Convertible Notes for 30 days after the date
when due;
(3) the Company fails to deliver when due all shares of the
Company's common stock, together with cash instead of
fractional shares, and/or other property, if applicable,
deliverable upon conversion of the 2024 Convertible Notes,
which failure continues for 10 days;
(4) the Company fails to perform or observe any other term,
covenant or agreement contained in the 2024 Convertible
Notes or the Indenture for a period of 60 days after
written notice of such failure, requiring the Company to
remedy the same, shall have been given to the Company;
(5)(i) the Company fails to make any payment by the end of
the applicable grace period, if any, after the maturity of
any indebtedness for borrowed money in an amount in excess
of $25,000,000 or (ii) there is an acceleration of any
indebtedness for borrowed money in an amount in excess of
$25,000,000 because of a default with respect to such
indebtedness without such indebtedness having been
discharged or such acceleration having been cured, waived,
rescinded or annulled, in the case of either (i) or (ii)
above, for a period of 30 days after written notice to the
Company;
(6) the Company fails to provide a fundamental change company
notice; and
(7) certain events of bankruptcy, insolvency or reorganization
of the Company.
If certain bankruptcy and insolvency-related events of default
occur, the principal of, and accrued and unpaid interest on, all of
the then outstanding 2024 Convertible Notes will automatically
become due and payable. If an event of default other than certain
bankruptcy and insolvency-related events of defaults occurs and is
continuing, the Trustee or the holders of at least 25% in aggregate
principal amount of the then-outstanding 2024 Convertible Notes, by
written notice to the Trustee, may declare the 2024 Convertible
Notes due and payable at their principal amount plus any accrued
and unpaid interest, and thereupon the Trustee may, at its
discretion, proceed to protect and enforce the rights of the
holders by the appropriate judicial proceedings. Notwithstanding
the foregoing, the Indenture provides that, to the extent the
Company elects, the sole remedy for an event of default relating to
certain failures by the Company to comply with certain reporting
covenants in the Indenture will, for the first 180 days after such
event of default, consist exclusively of the right to receive
additional interest on the 2024 Convertible Notes.
If MannKind undergoes certain fundamental changes, except in
certain circumstances, each holder of 2024 Convertible Notes will
have the option to require MannKind to repurchase all or any
portion of that holder's 2024 Convertible Notes. The fundamental
change repurchase price will be 100% of the principal amount of the
2024 Convertible Notes to be repurchased plus accrued and unpaid
interest, if any.
MannKind may elect at its option to cause all or any portion of the
2024 Convertible Notes to be mandatorily converted in whole or in
part at any time prior to the close of business on the business day
immediately preceding the maturity date, if the last reported sale
price of its common stock equals or exceeds 120% of the conversion
price then in effect for at least 10 trading days in any 20 trading
day period, ending within five business days prior to the date of
the mandatory conversion notice.
Exchange of Mann Group Note
On Aug. 5, 2019, MannKind entered into a privately-negotiated
exchange agreement with The Mann Group LLC, pursuant to which
MannKind agreed to, among other things, (i) repay $3,000,000 in
cash to the Mann Group, (ii) issue 7,142,857 shares of MannKind's
common stock to the Mann Group (at a conversion price of $1.12 per
share), (iii) issue a new convertible promissory note to the Mann
Group in an aggregate principal amount of $35,000,000 and (iv)
issue a new non-convertible promissory note to the Mann Group in an
aggregate principal amount of $35,050,750, in exchange for the
cancellation of the $70.1 million in principal amount and accrued
interest on the amended and restated promissory note dated March
11, 2018 held by the Mann Group.
The Mann Group Convertible Note and Mann Group Non-Convertible Note
will each accrue interest at the rate of 7.00% per year on the
principal amount, payable quarterly in arrears on the first day of
each calendar quarter beginning Oct. 1, 2019.
The Mann Group Convertible Note will mature on Nov. 3, 2024. The
principal and any accrued and unpaid interest under the Mann Group
Convertible Note may be converted, at the option of the Mann Group,
at any time on or prior to the close of business on the business
day immediately preceding the stated maturity date, into shares of
MannKind's common stock at a conversion rate of 400 shares per
$1,000 of principal and/or accrued and unpaid interest, which is
equal to a conversion price of $2.50 per share. The conversion
rate will be subject to adjustment under certain circumstances
described in the Mann Group Convertible Note. Interest on the Mann
Group Convertible Note will be payable in kind by adding the amount
thereof to the principal amount; provided that with respect to
interest accruing from and after Jan. 1, 2021, MannKind may, at its
option, elect to pay any such interest on any interest payment
date, if certain conditions are met, in shares of MannKind's common
stock at a price per shall equal to the last reported sale price on
the trading day immediately prior to the payment date.
The Mann Group Non-Convertible Note will mature on the earlier of
(i) Nov. 3, 2024 or (ii) the 90th day after the repayment in full,
and termination and discharge of all obligations (other than
contingent indemnity obligations) under the MidCap Credit Facility.
Interest on the Mann Group Non-Convertible Note will be payable in
kind by adding the amount thereof to the principal amount; provided
that MannKind may, at its option, elect to pay any such interest on
any interest payment date, if certain conditions are met, in shares
of MannKind's common stock at a price per shall equal to the last
reported sale price on the trading day immediately prior to the
interest payment date.
Exchange of Deerfield Notes
On Aug. 6, 2019, the Company entered into an Exchange Agreement
with Deerfield Private Design Fund II, L.P. and Deerfield Private
Design International II, L.P. pursuant to which the Company agreed
to, among other things, (i) repay $2,000,000 of the aggregate
principal amount under the 9.75% Senior Convertible Notes due 2019
held by Deerfield and pay all accrued and unpaid interest on the
Deerfield Tranche 1 Notes then-outstanding, (ii) issue an aggregate
of 2,678,571 shares of MannKind's common stock to Deerfield in
exchange for $3,000,000 aggregate principal amount of Deerfield
Tranche 1 Notes and (iii) cancel the Deerfield Tranche 1 Notes.
The principal amount being repaid and exchanged under the Deerfield
Tranche 1 Notes represents the final outstanding principal amount
that would otherwise have become due and payable on Aug. 31, 2019.
Amphastar Amendment
On Aug. 2, 2019, MannKind entered into a Fifth Amendment to Supply
Agreement with Amphastar Pharmaceuticals, Inc. pursuant to which
the parties agreed to, among other things, extend the term of the
supply agreement an additional two years (to Dec. 31, 2026) and
restructure the annual purchase commitments as follows:
As of June 30, 2019 As Amended August 2, 2019
------------------- -------------------------
2019 EUR 2.3 Million EUR _____
2020 EUR 15.9 Million EUR 6.6 Million
2021 EUR 15.9 Million EUR 6.6 Million
2022 EUR 19.8 Million EUR 8.5 Million
2023 EUR 19.8 Million EUR 10.9 Million
2024 EUR 8.6 Million EUR 14.6 Million
2025 EUR _____ EUR 15.5 Million
2026 EUR _____ EUR 19.4 Million
In connection with Fifth Amendment, MannKind is obligated to pay
amendment fees of $1.5 million by Sept. 15, 2019 and $1.25 million
by Dec. 15, 2019.
About MannKind Corp
MannKind Corporation (NASDAQ: MNKD) -- http://www.mannkindcorp.com
-- focuses on the development and commercialization of inhaled
therapeutic products for patients with diseases such as diabetes
and pulmonary arterial hypertension. MannKind is currently
commercializing Afrezza (insulin human) Inhalation Powder, the
Company's first FDA-approved product and the only inhaled
rapid-acting mealtime insulin in the United States, where it is
available by prescription from pharmacies nationwide. MannKind is
headquartered in Westlake Village, California, and has a
state-of-the art manufacturing facility in Danbury, Connecticut.
The Company also employs field sales and medical representatives
across the United States.
MannKind incurred a net loss of $86.97 million in 2018, following a
net loss of $117.3 million in 2017. As of June 30, 2019, the
Company had $81.79 million in total assets, $277.79 million in
total liabilities, and a total stockholders' deficit of $195.99
million.
Deloitte & Touche LLP, in Los Angeles, California, issued a "going
concern" qualification in its report dated Feb. 26, 2019, on the
Company's consolidated financial statements for the year ended Dec.
31, 2019, citing that the Company's available cash resources and
continuing cash needs raise substantial doubt about its ability to
continue as a going concern.
MARTIN MIDSTREAM: Fitch Lowers LongTerm IDR to B-
-------------------------------------------------
Fitch Ratings has downgraded Martin Midstream Partners LP's
Long-term Issuer Default Rating to 'B-' from 'B'. Fitch has
affirmed MMLP's and co-issuer Martin Midstream Finance Corp.'s
senior unsecured debt rating at 'B-'. The Recovery Rating has also
been revised to 'RR4' from 'RR5' driven by the reduction of secured
debt in the MMLP capital structure. The unsecured debt rating
remains unchanged due to the enhanced Recovery Rating. The Rating
Outlook is Stable.
Key Rating Drivers
Rating Downgraded: Fitch's downgrade of MMLP's IDR follows
expectations for reduced EBITDA in 2019, which is forecasted to
result in leverage (defined by Fitch as total debt to adjusted
EBITDA) above prior expectations. Previously Fitch rated MMLP 'B'
with a Negative Outlook and had stated that if it forecasted
year-end 2019 leverage to be at or above 4.8x, it may take negative
rating action. Fitch now projects year-end leverage to be in the
range of 4.9x to 5.4x despite asset sales being used to reduce debt
(and giving 2019 EBITDA credit of $10.8 million earned by the
Cardinal Gas assets that have now been sold). Fitch previously
forecast 2019 leverage to be 4.8x. This increase leverage forecast
follows on the heels of a weak 2018. Fitch at September 2018
expected 2018 year-end leverage to be in the range of 4.3x to 4.7x,
actual leverage was 5.3x.
EBITDA Revised Downward: When the partnership announced 2Q19
earnings in late July 2019, it also provided an updated projection
for 2019 EBITDA of $128.8 million for the year versus February
guidance of $159.5 million. While $9.5 million of the decrease is
the foregone EBITDA from the Cardinal Gas Storage assets, the rest
of the decrease largely comes from sulfur services ($7.6 million)
and butane (down $8.6 million). First half results did not meet
expectations, but management expects 2H19 to improve. Fitch
believes that some of the underperformance should be temporal and
modestly improve in 2020.
With the underperformance in 1H2019 and expectations for continued
pressure in the natural gas liquids business segment, Fitch's Base
Case EBITDA expectations for 2019 are lower than the partnership's
public guidance for the remainder of the year. The main driver for
this variance relates to Fitch's view of the butane sub-segment of
the Natural Gas Liquids segment. In 2018, management forecasted
this sub-segment to generate $14.7 million of EBITDA in 4Q18 and
the actual result was $0.7 million. This highlights the volatility
of the segment. While Fitch does not expect a repetition of the
unusual and widespread commodity price decline of 2H18, Fitch does
not forecast the 2H19 result that management forecasts for the
butane sub-segment and believes that while butane performance will
improve relative to the 1H 2019, due to the seasonality of the
product, results will remain below MMLP's current guidance. For
2020, Fitch is forecasting further EBITDA recovery compared to 2019
forecast with respect to the butane sub-segment (recovery is also
expected across the Sulfur Services segment) though Fitch still
expects leverage in the 4.9x to 5.3x range.
Rating Concerns: Concerns include MMLP's high leverage, its small
size, and while not expected, the possibility for cross default
with its parent, MRMC. MMLP's bank agreement contains an event of
default clause that states that if MRMC has an event of default
that could have a material adverse effect on MMLP's operations or
finances, it is an event of default for MMLP. There is no automatic
event of default at MMLP if MRMC defaults since the event of
default needs to have a material adverse effect.
Divestiture of Assets: In June 2019, MMLP announced it agreed to
sell its gas storage assets to a subsidiary of Hartree Bulk Storage
LLC for $215 million in cash. The transaction closed on June 28,
2019 and proceeds were used to reduce borrowings on the revolver at
the end of 2Q19. These assets generated approximately $31 million
of EBITDA in 2018 (22% of 2018 EBITDA before unallocated SG&A).
With natural gas storage contracts renewed at lower rates, MMLP
expected these assets to generate EBITDA of $20 million in 2019.
Dropdown of Assets from MRMC: In January 2019, MMLP completed the
acquisition of Martin Transport Inc. (MTI) from its sponsor, Martin
Resources Management Corp. (MRMC) for $126 million. There is also a
$10 million earn out provision if certain thresholds are met (terms
of the earn-out have not been disclosed). Early in 2019, MMLP
projected that this business would generate $11.4 million of EBITDA
in 1H19. The second quarter call revealed that the new division had
fallen short and generated $10.2 million. For 2019, management
expects this business to contribute approximately $23.5 million to
EBITDA (16% of management's projected 2019 EBITDA before
unallocated SG&A).
Refinancing Risk: MMLP has $374 million of senior unsecured notes
due Feb. 15, 2021 (2021s). With the 9th Amendment of the bank
agreement effective July 18, 2019, the $400 million secured
revolver extends until Aug. 31, 2023. However, that is the case
only if the 2021s are financed on or before Aug. 19, 2020. If they
are not refinanced by that date, the revolver matures on Aug. 19,
2020. Fitch believes that MMLP will be able to successfully
refinance the 2021s notes well in advance of August 2020.
Counterparty Risk: Fitch's concern about counterparty risk has been
growing. As of 2Q19, MRMC accounted for 13% of revenues (versus 12%
in the prior year period). With the divestiture of the Cardinal Gas
assets at the end of 2Q19 and the acquisition of MTI in early 1Q19,
Fitch expects MRMC to become a much larger and more significant
customer on a percentage basis. MRMC provides some minimum volume
throughput agreements with MMLP for terminalling services. In
addition to being a customer, MRMC also supplies MMLP with marine
fuel which is an operating expense of MMLP. MRMC is a private
entity.
Parent Subsidiary Linkage: Fitch views MMLP as the strong
subsidiary compared to the weaker parent, MRMC. Fitch's view on
this remains unchanged. However, Fitch's view on the linkages has
changed to not strong, nor even moderately strong. The legal
linkages are deemed to be weak since there are no upstream
guarantees, and the distribution was cut earlier this year from
MMLP to MRMC, indicating that the MMLP board is able to restrict
distributions. Importantly, Fitch acknowledges that there is the
potential for a declaration of an event of default at the MMLP
level that relates to MRMC. However, Fitch does not anticipate such
an event as likely in the near term, given both the powerful
"material adverse effect" qualifier, and MRMC's capital structure.
For operational links, each entity has its own source of liquidity.
Accordingly, the overall linkage is not strong, and MMLP's ratings
reflect its standalone credit profile.
Derivation Summary
MMLP is somewhat unique in Fitch's 'B-' midstream universe with
limited direct peers. MMLP is different than other single 'B-'
rated midstream issuers since there is the potential for a cross
default with its parent MRMC as previously discussed. MRMC is a
privately held company that Fitch does not rate.
MMLP is much smaller than NGL Energy Partners LP (NGL; B/Stable)
and diversified in a different way. MMLP's market cap is currently
under $200 million while NGL's is approximately $1.6 billion. MMLP
is focused on a mix of natural gas liquids, sulfur services,
terminalling and storage and transportation. NGL is more focused on
water solutions (used for crude production), crude logistics,
liquids, and refined/renewable marketing. Fitch expects NGL to end
FY20 with leverage in the mid to high 5x range. For year-end 2019,
Fitch projects MMLP to have leverage in the range of 4.9x to 5.4x.
NGL's rating is one above MMLP given its much larger size and scale
which enhance its ability to access the capital markets.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Fitch assumes that 2019 EBITDA is materially below
MMLP's guidance of $128.8 million;
- Fitch assumes that MMLP can refinance its 2021 senior
unsecured notes in the short term;
- Distributions remain flat at $0.25/quarter per unit;
- Fitch assumes leverage be in the range of 4.9x to 5.4x
at the end of 2019.
-- For the Recovery Rating, Fitch utilized a going-concern
approach with a 6.0x EBITDA multiple, which is in line with
recent reorganization multiples for the energy sector.
There have been limited bankruptcy and reorganizations within
the midstream space but two recent bankruptcies, Azure
Midstream and Southcross Holdco, had multiples between 5.0x
and 7.0x by Fitch's best estimates. In its recent
Bankruptcy Case Study Report "Energy, Power and Commodities
Bankruptcies Enterprise Value and Creditor Recoveries"
published in March 2018, the median enterprise valuation
exit multiple for the 29 energy cases for which this was
available was 6.7x, with a wide range.
The Recovery Rating for MMLP's senior unsecured notes has improved
to 'RR4' from 'RR5' largely because of a significant reduction of
the secured revolver. For MMLP's Going Concern EBITDA, Fitch
assumed $100 million which reflects the loss of some, but not all,
of existing contracts with weak counterparties which would reduce
revenues and operating efficiencies. It also assumes that some of
the more volatile businesses (the NGLs and Sulfur Services
segments) have weak results.
Fitch calculated administrative claims to be 10% which is a
standard assumption. Importantly, the reduction of the senior
secured revolver to $400 million from $664 million a year ago has
improved the prospects of recovery for the senior unsecured
noteholders in the event of default and the Recovery Rating is now
'RR4', up from 'RR5'.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- If liquidity is significantly enhanced at MMLP, Fitch may
consider favorable rating action;
- Should Fitch forecast MMLP's leverage at 5.0x or better on
a sustained basis, Fitch may consider favorable rating action.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Reduced liquidity at MMLP and/or an inability for MMLP
to refinance the 2021s proactively;
- While not likely, an event of default at MRMC;
- Fitch would expect to downgrade the rating if the FFO
interest coverage ratio fell below 2.0x.
Liquidity and Debt Structure
Liquidity Sufficient: Fitch believes that MMLP's liquidity in the
near term is sufficient. As of June 30, 2019, there was $2 million
of cash on the balance sheet. Borrowings on the revolver were $225
million and letters of credit were $26 million. At the time, the
revolver size was $500 million but as of July 18, it was $400
million leaving pro forma availability of $149 million.
Fitch notes that the revolver's maturity date is contingent on the
refinancing of the $374 million senior unsecured notes due Feb.
2021 on or before Aug. 19, 2020. If the 2021s are not, then the
revolver matures on the same date, Aug. 19, 2020.
Furthermore, the last amendment tightened up some of the financial
covenants which reduces headroom. The senior secured leverage ratio
may not exceed 2.75x (vs prior terms of 3.25x). The leverage ratio
as of the end of 3Q19 must not exceed 5.5x (vs 5.75x). As of YE19,
1Q20, 2Q10 and 3Q20 it cannot exceed 5.25x. Thereafter it cannot
exceed 5.0x (vs 5.25x). The interest coverage ratio remains a
minimum of 2.5x.
MCCLATCHY CO: Incurs $17.5 Million Net Loss in Second Quarter
-------------------------------------------------------------
The McClatchy Company filed with the Securities and Exchange
Commission on Aug. 8, 2019, its quarterly report on Form 10-Q
reporting a net loss of $17.53 million on $178.66 million of net
revenues for the quarter ended June 30, 2019, compared to a net
loss of $20.36 million on $204.34 million of net revenues for the
quarter ended July 1, 2018.
For the six months ended June 30, 2019, the Company reported a net
loss of $59.48 million on $358.98 million of net revenues compared
to a net loss of $59.30 million on $403.20 million of net revenues
for the six months ended July 1, 2018.
As of June 30, 2019, McClatchy had $1.27 billion in total assets,
$188.98 million in current liabilities, $1.45 billion in
non-current liabilities, and a shareholders' deficit of $372.52
million.
"We are continuing the trend toward stabilizing adjusted EBITDA in
2019," said Craig Forman, McClatchy's president and CEO. "The
second quarter adjusted EBITDA marks the third consecutive quarter
of improving trends in operating results, and we posted our best
year-over-year quarterly performance in adjusted EBITDA since the
fourth quarter of 2015. This trend reflects our discipline in
controlling costs while making strategic changes to accelerate our
digital transformation. Moreover, adjusted EBITDA in the first
half of this year, excluding the impact of real estate gains and
equity distributions, was down 4.2% and signifies our best
performance since 2010."
The trend in adjusted earnings before interest, taxes, depreciation
and amortization (EBITDA) improved sequentially in the second
quarter of 2019. Adjusted EBITDA excluding the impact of real
estate gains and equity distributions was down 3.2% for the quarter
compared to the second quarter of 2018. This reflects the third
consecutive quarter of improvement: from a decline of 8.2% in the
fourth quarter of 2018 and a decline of 5.7% in the first quarter
of 2019 when compared to previous periods.
Evidence of the Company's continued digital transformation is
reflected in its growth in the number of digital subscribers and
engagement with its digital products. Digital-only subscriptions
grew 51.6% from the second quarter of 2018 to nearly 185,500
subscribers. When coupled with the company's combination
print/digital subscriptions, where customers have activated their
digital products, total paid digital customer relationships were
approximately 483,600 at the end of the second quarter of 2019, up
24.4% from 388,600 a year earlier.
Forman added: "We continue to be strategic and resolved in taking
costs out of the business while making key investments to boost
revenue generation. During the quarter we invested in our digital
advertising team, adding new leaders to our functional
organizational structure with a dedicated focus on our customers to
drive digital revenue and create new efficiencies. While periods
of reorganization and change can be temporarily disruptive, we
believe the new structure, powered by a highly-motivated and
focused sales team, will drive greater digital advertising revenues
in the future.
"We are excited by the improvements we are seeing in our business
and we remain firm in our commitment to independent local
journalism in the public interest. In this regard we had a very
strong quarter capped by international recognition of the Miami
Herald's investigative series 'Perversion of Justice,' which gave
voice to victims of sexual abuse who for more than a decade were
not heard. The series contributed to the arrest of Jeffrey Epstein
and subsequent resignation of Alexander Acosta as U.S. Secretary of
Labor. These events drove an increase in audience, subscriptions
and digital advertising for the Miami Herald in July."
In the second quarter of 2019 total digital advertising revenues
were $37.8 million, representing 44.2% of total advertising
revenues, and exceeded print advertising in our home-delivered and
single-copy newspapers. Digital-only advertising revenues in the
second quarter of 2019 were down 20.6% and total digital
advertising revenues were down 18.7% over the same period in 2018.
The restructuring of the advertising function during the second
quarter of 2019 temporarily impacted sales. In addition, as the
company discussed last quarter the decline in digital-only
advertising continued due to lower audience traffic compared to the
second quarter of 2018, the result of a strategic tightening of
website paywalls that accelerated paid digital subscriptions and,
to a lesser extent, a change in algorithms by a large platform
company in the last half of 2018 that impacted McClatchy and the
rest of the industry.
Audience revenues were $80.3 million, down 5.3% in the second
quarter of 2019 compared to a decline of 5.7% in the same period in
2018 versus 2017. Audience revenues accounted for approximately
45% of total revenues in the second quarter of 2019.
Digital audience revenues were up 8.1% for the second quarter of
2019 compared to the same period last year. The Company reported
total digital subscribers, defined as digital-only subscribers and
digital subscriptions activated by combined print/digital
customers, of 483,600, up 24.4% compared to the second quarter of
2018. Digital-only audience revenues associated with digital-only
subscriptions were up 57.6% and the number of digital-only
subscribers ended the quarter at 185,500, representing an increase
of 51.6% from the second quarter of 2018. Digital-only
subscriptions have grown for thirteen consecutive quarters.
Average monthly total unique visitors to the company's online
products were 51.1 million in the second quarter of 2019.
Results in the second quarter of 2019 included the following
items:
* Loss on extinguishment of debt related to bond redemptions;
Severance charges; and
* Costs related to re-organizing operations and other
miscellaneous costs.
Adjusted net loss, which excludes the items above, was $11.4
million compared to adjusted net loss of $5.6 million in the second
quarter of 2018.
Operating expenses were down 14.6%, while adjusted operating
expenses were down 15.3%. Excluding the impact of real estate
gains offsetting expenses in the second quarter of 2019, operating
expenses were down 13.5% and adjusted operating expenses were down
14.0%.
Adjusted EBITDA was $28.6 million in the second quarter of 2019,
down 4.9% from the second quarter of 2018. Excluding real estate
gains from the second quarter of 2019 and equity distributions from
CareerBuilder in the second quarter of 2018 adjusted EBITDA was
$26.3 million, down 3.2% from the second quarter of 2018.
Other Second Quarter Business and Recent Highlights
Real Estate Transaction:
As announced on May 16, 2019, the Company completed the sale and
leaseback of its real property in Kansas City, MO, the headquarters
and printing pavilion of The Kansas City Star. On April 26, 2019
the Company completed the sale of a small distribution center in
Miami, FL. The two property sales combined resulted in net
after-tax proceeds of $32.0 million which were used to redeem 9.0%
senior secured notes due 2026 (2026 Notes).
Debt and Liquidity:
On June 7, 2019, the Company completed a partial redemption of
$32.0 million of its 2026 Notes at par in accordance with its asset
sales mandatory redemption requirements. As of June 30, 2019, the
Company's principal debt outstanding was $708.5 million. The
company finished the quarter with $19.6 million in cash, resulting
in net debt of $688.9 million.
As of the end of the second quarter, the Company had $39.4 million
of total borrowing capacity under its Asset Backed Loan (ABL)
Credit Facility, and no amounts were outstanding under the ABL.
Pension Matters:
As previously disclosed, the Company submitted an application for a
waiver of the minimum required contributions to its defined benefit
pension plan with the Internal Revenue Service (IRS). McClatchy is
requesting the waiver of the minimum required contributions under
the pension plan for the Company's fiscal year 2020, which are
estimated to be approximately $120 million, and would be paid in
installments beginning in April 2020 with the bulk of those
payments due Sept. 15, 2020 or afterwards.
There can be no assurance that the IRS will grant the requested
waivers, and the Company does not expect to provide periodic
updates prior to a definitive ruling by the IRS, which is expected
to take some time. If the waivers are not granted, it would have a
material adverse effect on the Company's liquidity.
The Company expects to make a required pension contribution under
ERISA of approximately $3.0 million in the fourth quarter of 2019.
The company remains in compliance with all IRS funding rules and
regulations related to the pension plan.
Journalism Highlights:
McClatchy newsrooms across its 30 markets continued to produce
extraordinary local journalism with national impact. The arrest
and imprisonment of hedge-fund manager and serial sex abuser
Jeffrey Epstein and subsequent resignation of former U.S. Labor
Secretary Alexander Acosta demonstrated the power of the Miami
Herald's accountability journalism and years-long investigation in
its series, Perversion of Justice.
In California, The Sacramento Bee joined other news outlets in the
state to release "Destined to Burn" -- a multimedia examination of
the risk posed by wildfire to the lives of millions of
Californians. The Charlotte Observer helped to uncover how the
city found itself in an affordable housing crisis, and the data
team in our Washington bureau helped five local newsrooms unearth
new information that showed for the first time the White House had
reversed transportation spending trends to benefit rural
communities.
In the first quarter, McClatchy partnered with the Google News
Initiative to launch three local news outlets in communities that
have limited sources of local news to test sustainable models for
local journalism. The Compass Experiment will share with the
industry what works to scale successful new approaches. The
Compass team selected the first community to launch the initiative
in Youngstown, Ohio, which will soon lose its local daily
newspaper, The Vindicator.
Outlook
Craig Forman said: "As we look to the second half, it's important
to note that our mission to produce public-service journalism has a
direct correlation to our results. The Miami Herald's
award-winning investigation into the secret plea agreement secured
by serial sex abuser Jeffrey Epstein proved accountability
journalism can move our society in powerful ways -- and remind
customers of the unique and essential value of our business. We
believe the boosts to our digital audience and subscriptions that
have been aided by the interest in this story and other local
stories that have national impact will fuel both advertising and
audience revenues as we look to the second half of 2019 and
beyond."
In the full-year of 2019, digital subscriptions are expected to
continue to grow and largely offset continuing declines in print
circulation, resulting in low single-digit total audience revenue
declines for the full-year 2019.
Management expects digital-only advertising to improve in the
second half of the year and total digital and digital-only
advertising revenues to surpass newspaper print advertising for the
full-year 2019 as print advertising becomes a smaller percent of
total revenues. While product offerings and collaboration efforts
in digital advertising have steadily grown, management will
continue to adjust news and advertising content, paywall strategies
and the mix of advertising and audience revenue initiatives as
McClatchy pursues the best experience for all digital customers.
Management plans to be steadfast in reducing operating expenses in
the second half of 2019 to align expense and revenue performance,
while making additional investments in our news and sales
organization.
Management is completing the consolidation and restructuring of the
advertising division which created some disruption to advertising
sales in the second quarter of 2019. The second half of 2019
should bring focus back to the advertising division, as well as
continued cost savings that are expected to be in the high single
digit millions of dollars for full year 2019. Proceeds from asset
sales and free cash flow are expected to be used to reduce debt and
debt service costs throughout 2019.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/n3gWey
About McClatchy
The McClatchy Company -- http://www.mcclatchy.com/-- operates 30
media companies in 14 states, providing each of its communities
with news and advertising services in a wide array of digital and
print formats. McClatchy is a publisher of iconic brands such as
the Miami Herald, The Kansas City Star, The Sacramento Bee, The
Charlotte Observer, The (Raleigh) News & Observer, and the (Fort
Worth) Star-Telegram. McClatchy is headquartered in Sacramento,
Calif., and listed on the New York Stock Exchange American under
the symbol MNI.
McClatchy reporting a net loss of $79.75 million for the year ended
Dec. 30, 2018, compared to a net loss of $332.35 million for the
year ended Dec. 31, 2017. As of March 31, 2019, McClatchy had
$1.30 billion in total assets, $173.79 million in current
liabilities, $1.48 billion in non-current liabilities, and
shareholders' deficit of $360.65 million.
* * *
As reported by the TCR on Aug. 2, 2019, S&P Global Ratings affirmed
its 'CCC+' issuer credit rating on U.S.-based newspaper publisher
The McClatchy Co. and revised the outlook to negative from stable.
The outlook revision reflects S&P's view that The McClatchy Co.'s
liquidity position has worsened and is insufficient to cover its
obligations over the next 12-24 months.
McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating. In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow. McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.
MEDCOAST MEDSERVICE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: MedCoast Medservice Inc.
14325 Iseli Rd.
Santa Fe Springs, CA 90063
Business Description: MedCoast Medservice Inc. --
https://www.medcoastambulance.com/ --
provides emergency and non-emergency
transportation to all of Los Angeles, Orange
County and South Bay areas.
Chapter 11 Petition Date: August 9, 2019
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 19-19334
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Henry D. Paloci III, Esq.
HENRY D PALOCI III PA
5210 Lewis Rd. #5, Agoura Hills
Agoura Hills, CA 91301
Tel: 805-279-1225
Fax: 866-565-6345
E-mail: hpaloci@hotmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Artina Safarian, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb19-19334_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb19-19334.pdf
MIAMI METALS I: Submits Budget for Cash Use Thru Aug. 31
--------------------------------------------------------
Miami Metals I, Inc., and its debtor affiliates submitted with the
U.S. Bankruptcy Court for the Southern District of New York, a 10th
interim cash collateral budget, for the period from Aug. 3 through
Aug. 31, 2019, relating to their request to use cash collateral. A
copy of the Budget, as contained in the notice submitted to the
Court, is available free of charge at:
http://bankrupt.com/misc/Miami_Metals_10th_Budget.pdf
Previously, on July 9, 2019, the Court entered a ninth interim
order approving the Debtors' use of Cash collateral, in accordance
with the original ninth interim budget. The Debtors, the official
committee of unsecured creditors, and senior secured lenders
subsequently agreed to extend the original ninth interim budget
through the week ending Aug. 3, 2019 pursuant to an extended ninth
interim budget, a copy of which is available at:
http://bankrupt.com/misc/Miami_Metals_9th_Budget.pdf
About Miami Metals I
Founded in 1980, Republic Metals Refining Corporation and its
affiliates are refiner of precious metals with a primary focus on
gold and silver. They have the capacity to produce approximately
80 million ounces of silver and 350 tons of gold, along with over
55 million pieces of minted products per annum. Suppliers ship
unrefined gold and silver to Republic for refining from all over
The United States and the Western Hemisphere. They provide their
products and services to a diverse base of global mining
corporations, financial institutions and jewelry manufacturers.
Republic Metals Refining, Republic Metals Corporation and Republic
Carbon Company, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on
Nov. 2, 2018. Republic Metals Refining Corporation is now known as
Miami Metals I, Inc.; Republic Metals Corporation as Miami Metals
II, Inc.; and Republic Carbon Company as Miami Metals III LLC.
In the petition signed by CRO Scott Avila, Republic Metals Refining
estimated assets of $1 million to $10 million and liabilities of
$100 million to $500 million.
The Debtors tapped Akerman LLP as their legal counsel; Paladin
Management Group, LLC as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.
NATIONAL MERCHANDISING: Case Summary & 5 Unsecured Creditors
------------------------------------------------------------
Debtor: National Merchandising Services, LLC
C/O Garman Turner Gordon
650 White Dr., Suite 100
Las Vegas, NV 89119
Business Description: National Merchandising Services, LLC --
http://www.natlm.com/-- is a nationwide
provider of flexible merchandising solutions
for the consumer packaged goods industry in
all classes of trade. In addition to a wide
range of innovative products and retail
services, the Company also provides
customizable web-based real time reporting
capabilities including live operator
assisted reporting for daily reporting of
today's situation for fast optimization of
opportunities at the retail level. The
Company also provides POP/POS store
fulfillment shipping and warehousing using
UPS logistics nationwide.
Chapter 11 Petition Date: August 10, 2019
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Case No.: 19-15172
Judge: Hon. August B. Landis
Debtor's Counsel: William M. Noall, Esq.
Gabrielle A. Hamm, Esq.
GARMAN TURNER GORDON LLP
650 White Dr, Ste. 100
Las Vegas, NV 89119
Tel: (725) 777-3000
Fax: (725) 777-3112
Email: bknotices@gtg.legal
ghamm@gtg.legal
wnoall@gtg.legal
Total Assets as of June 30, 2019: $2,317,092
Total Liabilities as of June 30, 2019: $290,683
The petition was signed by Edward S. Burdekin, president and CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at:
http://bankrupt.com/misc/nvb19-15172.pdf
NATURE'S SECOND CHANCE: Hires MillerKing LLC as Special Counsel
---------------------------------------------------------------
Nature's Second Chance Hauling LLC seeks authority from the U.S.
Bankruptcy Court for the Southern District of Illinois to hire
MillerKing LLC as its special counsel.
MillerKing will handle litigation against various insurance
companies, brokers, and agents, and potential legal malpractice
actions. The firm will charge a contingent fee of 40% of sums
collected, plus out-of-pocket costs.
William Miller, Esq., a partner at MillerKing, attests that his
firm is a "disinterested person" within the meaning of Sections
101(14) and 327(a) of the United States Bankruptcy Code.
The counsel can be reached through:
William R. Miller, Esq.
MillerKing LLC
2410 State Street
Alton, IL 62202
Phone: +1 618-462-8405
About Nature's Second Chance Hauling
Nature's Second Chance Hauling, LLC is a privately-held company
based in Alton, Ill., that provides specialty trucking services to
a number of Fortune 500 Companies throughout the United States.
Nature's Second Chance Hauling sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 18-30328) on
March 19, 2018. In the petition signed by Vern Van Hoy, managing
member, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million.
The Debtor tapped Heplerbroom LLC as its legal counsel.
NOVASOM, INC: Seeks to Use Cash Pending Sale to VirtuOx
-------------------------------------------------------
NovaSom, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to use cash collateral, on an interim basis, in order to
continue operating its business as a going concern, pending a sale
of substantially all of its assets, or through the confirmation of
a plan.
The Debtor solicited and received an offer to acquire substantially
all of its assets from VirtuOx, Inc. (the Stalking Horse
Purchaser). Pursuant to the Asset Purchase Agreement, the Stalking
Horse Purchaser requires that the Debtor maintain its operations in
the ordinary course through the date of closing of any sale of the
Debtor's assets.
Before the Petition Date, the Debtor is a party to certain
obligations with its Primary Lenders, namely:
(a) East West Bank for an $8.5 million term loan, and a
revolving line of credit to the Debtor pursuant to a Loan Security
Agreement, as such agreement has been amended; and
(b) Certain Subordinated Noteholders for various loans made
within the period from May 22, 2014 up to the present, which loans
were memorialized by promissory notes issued by the Debtor. The
original principal amount of the loans by the Subordinated
Noteholders totals $15,554,500. The Subordinated Noteholders later
executed a subordination agreement by which their liens were
subordinated to that of East West Bank.
As of the Petition Date, the Debtor owes East West an aggregate
outstanding principal balance in excess of $10 million; and the
Subordinated Noteholders, an aggregate outstanding principal
balance in excess of $18.5 million. The Subordinated Noteholders
are (1) Safeguard Delaware, Inc., (2) TPG Biotechnology Partners
II, L.P., (3) Quaker Bio Ventures II, L.P., (4) Gregory A.
Hartzler, (5) Francis H. Koch and John F. Koch, Trustees, (6) John
T. Spitznagel, (7) Reid A. Williams, and (8) Gary Corbett.
As adequate protection, the Debtor asks the Court to grant the
Primary Lenders security interest in the Debtor's personal
property, including cash collateral, whether such property was
acquired before or after the Petition Date, to the extent that (i)
the type of personal property is currently part of the Primary
Lenders' collateral as of the Petition Date; (ii) that the Primary
Lenders' prepetition security interests in the Collateral are valid
and properly perfected, and (iii) of the amount of any diminution
in value of the Collateral.
The Debtor seeks an expedited preliminary hearing on the Motion, as
well as a final hearing on the request.
Counsel to stalking horse bidder VirtuOx, Inc.:
David Weitman
K&L Gates LLP
1717 Main Street, Suite 2800,
Dallas, Texas 75201
About NovaSom
NovaSom, Inc. -- http://www.novasom.com/-- is a home sleep testing
company having its principal place of business in Glen Burnie,
Maryland. Its business model is to send a medical device (FDA
approved sleep recorder)to a patient's home in order for the
patient to be tested for obstructive sleep apnea in his or her own
home, rather than in a sleep lab, when a physician prescribes the
HST based on symptoms and the patient's condition. The device
records and auto-scores the number of apnea events, then sends the
data back to NovaSom's servers via a cell phone chip in the device.
Sleep physicians are then able to overscore the data and give an
opinion to the ordering physician as to the patient's likelihood of
having OSA.
NovaSom sought Chapter 11 protection (Bankr. Del. Case No.
19-11734) on Aug. 2, 2019. In the petition signed by Gregory J.
Stokes, president and CEO, the Debtor's assets are estimated to be
between $1 million and $10 million while liabilities are at the
same range.
The Hon. Brendan Linehan Shannon oversees the Debtor's case.
Dilworth Paxson LLP is the Debtor's counsel. Kurtzman Steady, LLC,
is co-counsel.
Donlin Recano & Company is the official claims and noticing agent.
ORCHIDS PAPER: Seeks to Extend Exclusive Period Until Oct. 28
-------------------------------------------------------------
Orchids Paper Company and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to extend the periods
during which they have the exclusive right to file a chapter 11
plan and to solicit acceptances thereof by ninety days through and
including Oct. 28 and Dec. 30, respectively.
The Debtors intend to file a plan of liquidation and pursue
confirmation on a timeline agreeable to the Committee and the
Orchids Investment, LLC.
Thus, if granted, the requested extension will allow the Debtors to
work cooperatively with their key constituents toward the goal of
finalizing and file a consensual plan of liquidation in the most
cost-efficient manner possible manner.
Since Petition Date, the Debtors and their professionals have
smoothly transitioned into chapter 11 and conducted a successful
sale process. Recently, the Court approved the sale of
substantially all of the Debtors' assets to the Cascades US Holding
Inc.
While the Sale has not yet closed, the Debtors have begun the
process of formulating, negotiating, and drafting a chapter 11 plan
of liquidation to ensure the payment of administrative and priority
claims, subject to agreed-upon budgets with the Committee and
Orchids Investment, LLC.
About Orchids Paper Company
Headquartered in Pryor, Oklahoma, Orchids Paper Products Company --
http://www.orchidspaper.com/-- is a national supplier of consumer
tissue products primarily serving the at home private label
consumer market. The Company produces a full line of tissue
products, including paper towels,bathroom tissue and paper napkins,
to serve the value through ultra-premium quality market segments
from its operations in northeast Oklahoma, Barnwell, South Carolina
and Mexicali, Mexico. The Company provides these products primarily
to retail chains throughout the United States.
As of Feb. 28, 2019, the Debtors posted total assets $322,061,000
and total debt of $260,864,000.
Orchids Paper Products Company and two of its subsidiaries filed
for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729)
on April 1, 2019. The petitions were signed by Richard S.
Infantino, interim chief strategy officer.
Hon. Mary F. Walrath oversees the cases.
The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions
And Business Analytics LLP as chief strategy officer; Houlihan
Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as
claims and notice agent.
Andrew Vara, acting U.S. trustee for Region 3, on April 15
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Orchids Paper
Products Company and its affiliates. The Committee retained
Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware
counsel.
PALM HEALTHCARE: Mrs. Harrigan Wants Dismissal, Trustee Appointment
-------------------------------------------------------------------
Doris Harrigan, a part-owner of the stocks of Palm Healthcare
Company, Inc., et al., asked the U.S. Bankruptcy Court to dismiss
the bankruptcy cases of Palm Healthcare Company, Inc., et al., or
appoint a Chapter 11 trustee for the Debtors or, in the
alternative, abstain from exercising its jurisdiction over the
cases.
Mrs. Harrigan, is the wife of Mr. Peter Harrigan, the manager of
the Debtors. Mr. Harrigan's ownership interests in the Debtors are
marital assets, of which Mrs. Harrigan has at least a 50%
interest.
According to Ms. Harrigan, the Debtors' bankruptcy cases should be
dismissed finding that they were filed in bad faith.
In the alternative, Mrs. Harrigan sought for the appointment of a
Chapter 11 trustee as its cost is pale compared to the losses that
could be sustained by the Debtors' estates if the current,
conflicted mismanagement and self-dealing is allowed to continue.
Further, Mrs. Harrigan requested that the Court should abstain from
exercising its jurisdiction over the Bankruptcy Cases pursuant to
Sec. 305 of the Bankruptcy Code. Mrs. Harrigan cited that there is
a danger that bankruptcy will be used as a weapon in an ongoing
battle between former spouses over the issues of alimony and child
support or as a shield to avoid family obligations. Hence, in the
belief that Mr. Harrigan is using the bankruptcy cases as a nuclear
weapon in the Harrigans' nearly three-year-old dissolution
proceeding, Mrs. Harrigan respectfully requested the Court to
abstain with respect to the Debtors' bankruptcy cases.
Ms. Harrigan is represented by:
Philip J. Landau, Esq.
Eric Pendergraft, Esq.
SHRAIBERG, LANDAU & PAGE, P.A.
2385 NW Executive Center Drive, Suite 300
Boca Raton, Florida 33431
Telephone: 561-443-0800
Facsimile: 561-998-0047
Emails: plandau@slp.law
ependergraft@slp.law
-- and --
Joel M. Weissman, Esq.
JOEL M. WEISSMAN, P.A.
515 N. Flagler Dr.
West Palm Beach, Florida 33401
Telephone: (561) 655-4655
Facsimile: (561) 832-1421
Emails: info@jmwpa.com
Joel@jmwpa.com
About Palm Healthcare Co.
Palm Healthcare Company -- http://palmhealthcare.com/-- owns and
operates an addiction treatment center in Delray Beach, Florida.
The Company's treatment programs are structured as a combination of
12-Step model, cognitive therapy, behavioral therapy, holistic
modalities and aftercare services.
Palm Healthcare Company (Bankr. S.D. Fla. Case No. 19-19156) and
affiliates Palm Partners, LLC (Bankr. S.D. Fla. Case No. 19-19161),
Interloc Properties, LLC (Bankr. S.D. Fla. Case No. 19-19163), and
Miami Real Estate Trust, LLC (Bankr. S.D. Fla. Case No. 19-19164),
sought Chapter 11 protection on July 11, 2019.
Palm Healthcare estimated assets and liabilities in the range of $0
to $50,000; and Palm Partners estimated assets in the range of $0
to $50,000, and debt of $1 million to $10 million.
The cases are assigned to Judge Erik P. Kimball.
The Debtors tapped Robert C. Furr, Esq., at Furrcohen P.A. as
counsel.
PATRICE M. TORRENCE: Court Grants Cash Collateral Motion
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approves the motion of Patrice M. Torrence DPM, LLC, to use cash
collateral through Aug. 31, 2019.
Judge John K. Olson rules that:
* As adequate protection to its secured creditors, the Debtor
will pay Ocean Bank a total amount of $4,256 monthly, payable in
four weekly payments, and will provide Ocean Bank with bank
statements, on a weekly basis, with respect to the Debtor's
prepetition account at Bank of America, and the DIP account at Bank
United;
* Also as adequate protection, the Debtor will pay secured
creditor Fundation Goup, LLC a total of $211.76 monthly;
* The Debtor will not pay any personal expenses to its officers
or agents from the DIP account;
* The Debtor will use the DIP account for all disbursement;
* There will be a carve-out in the budget for the inclusion of
fees due to the Clerk of Court or the U.S. Trustee.
Judge Olson also rules that non-compliance with the terms of the
Order will constitute default, which the Debtor must cure within 72
hours, after Ocean Bank will have notified the Debtor's counsel by
email at john@cvhlawgroup.com Failure to cure the default would
restrict the cash collateral until further Court order.
An interim hearing will be held on Aug. 20, 2019 at 10:30 a.m. at
the United States Courthouse, 299 E. Broward Blvd., Courtroom 301,
Fort Lauderdale, Florida.
About Patrice M Torrence
Patrice M. Torrence DPM, LLC, is a privately held company in
Lauderhill, Florida. It is owned by Dr. Patrice Torrence, a
practicing podiatric medicine doctor.
Patrice M. Torrence DPM, LLC, filed a voluntary Chapter 11 petition
(Bankr. S.D. Fla. Case No. 19-12804) on March 1, 2019, listing
under $1 million in both assets and liabilities. Van Horn Law
Group, P.A., led by founding partner Chad Van Horn, is the Debtor's
counsel.
PG&E CORP: Hearing Today on Bids to Terminate Exclusivity
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will hold a hearing today, Aug. 13, 2019, to consider the rival
requests of the Ad Hoc Committee of Senior Unsecured Noteholders of
Pacific Gas & Electric Company and the Ad Hoc Group of Subrogation
Claim Holders to terminate the exclusivity periods in the Chapter
11 cases of Pacific Gas and its parent PG&E Corp. so the groups
could push for their own bankruptcy-exit proposal for the Debtors.
On June 25, 2019, the Ad Hoc Committee of Senior Unsecured
Noteholders of Pacific Gas & Electric Company submitted a motion,
pursuant to section 1121(d)(1) of the Bankruptcy Code, for the
entry of an order terminating the Exclusive Filing Period and the
Exclusive Solicitation Period. The Ad Hoc Noteholder Committee
annexed to its motion a "Term Sheet for Plan of Reorganization."
On July 17, 2019, the Ad Hoc Noteholder Committee filed with the
Bankruptcy Court an amended version of the term sheet, along with a
commitment letter with respect to certain financings. Certain
third parties have filed joinders and statements in support with
the Bankruptcy Court with respect to the Ad Hoc Noteholder
Committee's motion, but such parties have not taken any position on
the plan construct described by the term sheet. These third
parties include TURN, two collective bargaining units representing
the Utility's employees, and the Unsecured Creditors' Committee.
On July 18, 2019, PG&E Corporation and the Utility filed an
objection to the Ad Hoc Noteholder Committee's motion with the
Bankruptcy Court, requesting that the motion be denied. Also on
July 18, 2019, the Ad Hoc Group of Subrogation Claim Holders, the
Official Committee of Tort Claimants, and certain owners of common
stock of PG&E Corporation filed objections to the Ad Hoc Noteholder
Committee's motion with the Bankruptcy Court.
At a hearing on July 24, 2019, the Bankruptcy Court granted an oral
motion of the CPUC and the Governor's office to adjourn the hearing
on the Ad Hoc Noteholder Committee's motion from July 24, 2019 to
August 13, 2019, to allow PG&E Corporation and the Utility, the
CPUC, the Governor's office, and other parties in interest time to
engage in discussions regarding the formulation of a potential
protocol for the efficient submission and consideration of Chapter
11 plan proposals.
The parties are due to provide a status update on these discussions
to the Bankruptcy Court on August 9, 2019. On August 7, 2019, the
Ad Hoc Noteholder Committee submitted a statement with the
Bankruptcy Court, criticizing the protocol proposed by the CPUC and
including as an exhibit its own proposed "Alternative Protocol" to
govern a competitive plan process. In addition, the Ad Hoc
Noteholder Committee annexed to its statement a second amended
version of the term sheet and a revised version of the commitment
letter.
On July 23, 2019, the Ad Hoc Subrogation Group submitted its own
motion, pursuant to section 1121(d)(1) of the Bankruptcy Code, to
terminate the Exclusive Filing Period and the Exclusive
Solicitation Period, which included as an exhibit a "Restructuring
Term Sheet." The hearing before the Bankruptcy Court on the Ad Hoc
Subrogation Group's motion is scheduled for August 13, 2019.
On August 6, 2019, PG&E Corporation and the Utility filed an
objection to the Ad Hoc Subrogation Group's motion with the
Bankruptcy Court, requesting that the motion be denied.
Also on August 6, 2019, the UCC filed a statement in opposition
with respect to the Ad Hoc Subrogation Group's motion, and the
Shareholder Group filed an objection to the Ad Hoc Subrogation
Group's motion, both requesting that the motion be denied.
On July 1, 2019, the Bankruptcy Court entered an order approving a
deadline of October 21, 2019, at 5:00 p.m. (Pacific Time) for
filing claims against PG&E Corporation and the Utility relating to
the period prior to the Petition Date. The Bar Date is subject to
certain exceptions, including for claims arising under section
503(b)(9) of the Bankruptcy Code, the bar date for which occurred
on April 22, 2019. The Bankruptcy Court also approved PG&E
Corporation's and the Utility's plan to provide notice of the Bar
Date to parties-in-interest, including potential wildfire-related
claimants and other potential creditors.
As reported by the Troubled Company Reporter, Elliott Management
Corp. and an ad hoc committee of senior unsecured noteholders filed
a motion to terminate the periods by which the PG&E and its debtor
affiliates have exclusive right to propose and confirm a plan so
that it can propose their own plan for the Debtors in advance of
the 2020 California wildfire season. The centerpiece of the
Elliott-proposed plan is up to $30 billion of new money investment,
the vast majority of which is equity, in the Debtors by members of
the Ad Hoc Committee, an amount the Ad Hoc Committee believes will
be "unrivaled in any competing proposal that may be put forward."
The proposal provides, among other things, that $16 billion (or up
to $2(+) more under certain circumstances) of this new investment
will be used to compensate all holders of prepetition wildfire
claims. Because the wildfire claims are being paid with proceeds
from the new money equity investment, the plan that the Ad Hoc
Committee will file if the exclusive periods are terminated will be
rate neutral to PG&E customers, the Ad Hoc Committee said in court
papers.
Soma Biswas, writing for The Wall Street Journal, reported that
PG&E Corp. and certain shareholders are fighting back against the
Elliott-proposed Plan. The Debtors noted that the Plan
"manufactures impairment of the class of claims held by the members
of the Ad Hoc Committee in an attempt to 'create' an impaired
accepting class and, more importantly, to enhance their position.
This treatment of the class of prepetition unsecured notes held by
the Ad Hoc Committee violates the good faith requirement of section
1129(a)(3) of the Bankruptcy Code and the absolute priority rule,
the Debtors said.
The Debtors added that granting fully-secured replacement notes to
the members of the Ad Hoc Committee rather than simply reinstating
their existing unsecured notes, will elevate and make the
replacement notes senior to all post-emergence wildfire claims and
trade claims, and leave the reorganized Debtors with minimal
flexibility for additional capital raises.
The Debtors added that they have made substantial progress in their
bankruptcy cases that would allow them to achieve the June 30, 2020
date for emergence. The Journal noted that California Gov. Gavin
Newsom has signed legislation creating a multibillion-dollar fund
that would pay for damage from any future wildfires caused by the
state's largest utilities, including PG&E, Southern California
Edison Co. and San Diego Gas & Electric Co., but doesn't pay
victims of the 2017 and 2018 fires linked to PG&E equipment.
On May 23, 2019, the Bankruptcy Court entered an order pursuant to
section 1121(d) of the Bankruptcy Code, extending PG&E
Corporation's and the Utility's exclusive periods in which to file
a Chapter 11 plan of reorganization and solicit acceptances
thereof. Pursuant to the Exclusivity Order, PG&E Corporation's and
the Utility's Exclusive Filing Period is extended to, and
including, September 26, 2019, and PG&E Corporation's and the
Utility's Exclusive Solicitation Period is extended to, and
including, November 26, 2019.
Columbus Hill Capital Management, L.P., the manager of funds that
hold claims against, and interests in, the Debtors also object to
the Ad Hoc Committee's motion, saying "cause" to terminate
exclusivity does not revolve around satisfying the narrow interest
of a particular constituent, as the Termination Motion suggests.
On the contrary, maintaining exclusivity will benefit the Debtors'
estates, creditors and other stakeholders, Columbus Hill argued.
Michael S. Stamer, Esq., Ira S. Dizengoff, Esq., David H. Botter,
Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in New York; and Ashley Vinson Crawford, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in San Francisco, California, represent
the Ad Hoc Committee.
The Debtors' opposition was filed by Stephen Karotkin, Esq., Ray C.
Schrock, P.C., Esq., Jessica Liou, Esq., and Matthew Goren, Esq.,
at Weil, Gotshal & Manges LLP, in New York; and Tobias S. Keller,
Esq., and Jane Kim, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.
Columbus Hill is represented by Paul N. Silverstein, Esq. and Brian
M. Clarke, Esq., at HUNTON ANDREWS KURTH LLP; and Robert K. Sahyan,
Esq., at SHEPPARD, MULLIN, RICHTER & HAMPTON LLP.
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.
PHI INC: Wins Confirmation of Chapter 11 Plan
---------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
confirmed the Chapter 11 plan of reorganization of PHI, Inc.
PHI's unsecured creditors will own 100% of the Company's equity,
subject to the issuance of warrants to current equity holders and
future dilution. PHI also expects to gain access to $225 million of
new five-year term loan financing aligned with its current business
plan and to receive an infusion of new equity financing from
certain of its current unsecured creditors.
The consummation of the Plan will be subject to the satisfaction or
waiver of several conditions, including completion of debt and
equity financings, the payment in full of all debt owed to
Thirty-Two, LLC and Blue Torch Capital, and the finalization of
various documents.
At a hearing held on July 30, 2019, the Bankruptcy Court confirmed
the Plan, and on August 2, 2019, issued a written order to this
effect.
"The Court has now confirmed our Plan, clearing a path for us to
emerge with balance sheet strength that matches our industry
leading positions," PHI Chief Operating Officer and President Lance
Bospflug said. "Our management team has always been confident that
PHI would complete this process as a stronger company, employer and
business partner, and we have achieved each of these goals with our
confirmed Plan. We have a strong, committed culture and now the
positive momentum we need for this talented team to even better
serve our customers and other stakeholders, when we emerge from
this process."
The Debtors anticipate that the effective date of the Plan will
occur, and the transactions contemplated by the Plan will be
consummated, as soon as all conditions precedent to the Plan have
been satisfied or waived. Although the Debtors have targeted an
Effective Date that would occur by the end of August 2019, the
Debtors give no assurance as to when, or ultimately if, the Plan
will become effective. It is also possible that modifications could
be made to the Plan pursuant to section 1127 of the Bankruptcy
Code.
On April 1, 2019, the Debtors filed with the Bankruptcy Court their
initial plan of reorganization under the Bankruptcy Code. Following
such filing, the Debtors remained in discussions with various
stakeholders in an attempt to obtain additional input about
maximizing the value of the enterprise. Following mediation in late
May 2019, on June 5, the Company entered into a settlement plan
term sheet with the Official Committee of Unsecured Creditors and
certain other key stakeholders that resolved the UCC's key
objections and motions, subject to satisfaction of certain
conditions contained within the Term Sheet.
Among other things, the Term Sheet provides that, upon the
Company's emergence from bankruptcy, its current secured lenders
will be repaid and its current unsecured creditors will, subject to
various exceptions and limitations, receive equity in a
newly-reorganized parent company issuer. The Term Sheet further
provides that, contingent upon the effectiveness of the Company's
plan of reorganization, Mr. Al A. Gonsoulin, who currently serves
as the Company's Chairman and Chief Executive Officer, will retire
from all positions held with the Company and its subsidiaries,
including as a member of the Board of Directors, effective upon the
date of the Company's emergence from the Chapter 11 Cases. The
Term Sheet further provides that Mr. Lance F. Bospflug, who
currently serves as President, Chief Operating Officer and a
director of the Company, will be appointed to succeed Mr. Gonsoulin
as Chief Executive Officer of the Company on the Emergence Date and
will continue to serve as a member of the Board.
On June 13, 2019, the Debtors filed their second amended joint plan
of organization and related disclosure statement, which, among
other things, reflected restructuring terms agreed upon in the Term
Sheet. On June 18, the Debtors entered into a term sheet reflecting
a settlement with the Official Committee of Equity Security
Holders. Subject to certain exceptions, this settlement
contemplates issuing to PHI's current equity holders three-year
warrants entitling the holders to acquire under certain specified
terms and conditions up to an aggregate of 5% of the reorganized
parent's equity interests issued and outstanding as of PHI's
emergence from bankruptcy, subject to dilution in connection with
future equity issuances.
On June 18, 2019, the Debtors filed their third amended joint plan
of reorganization and related disclosure statement. On June 19,
the Bankruptcy Court approved the Disclosure Statement and
authorized the Debtors to commence solicitation of approval of the
Plan under the Bankruptcy Code.
In connection with the Chapter 11 Cases, on July 11, 2019, the
Debtors entered into an Equity Commitment Agreement with certain of
the Company's unsecured creditors. The Commitment Agreement is a
component of the settlement plan agreed upon between the Company
and certain creditors under the Term Sheet.
Subject to the terms and conditions of the Commitment Agreement,
the Commitment Parties have agreed, in the aggregate, to provide up
to $75 million cash in exchange for shares of common stock in the
reorganized parent company. Under the Commitment Agreement, the
shares would be issued at a discount of 25% to the value assigned
to such shares in the Plan. In addition, each of the Commitment
Parties would be paid their pro rata share of an overall commitment
fee of $15 million. The commitment fee would be paid on the
Emergence Date in the form of additional shares of common stock of
the reorganized parent company. Under the Commitment Agreement, the
Company also agreed to enter into a registration rights agreement
with certain Commitment Parties entitling such Commitment Parties
under certain circumstances to request that the Company register
their equity securities in the Company for sale under the rules of
the U.S. Securities and Exchange Commission.
The Commitment Agreement prohibits the Company from soliciting
alternative financing or restructuring proposals, although the
Company's board of directors can respond to an unsolicited
alternative proposal if doing so would be required by its fiduciary
duties.
The obligations of each Commitment Party to consummate the
transactions contemplated by the Commitment Agreement are subject
to specified conditions including, but not limited to, the Debtors'
compliance in all material respects with the terms of the Plan, the
absence of a material adverse change in PHI's business, its
attainment of certain specified funding and liquidity thresholds,
and the absence at the closing of any material breach of the
representations, warranties and covenants made by the Debtors in
the Commitment Agreement.
The Commitment Agreement may be terminated in a number of
circumstances. PHI said it will be required to pay (i) a $3.75
million termination fee if it terminates the Commitment Agreement
in connection with the Board's exercise of its fiduciary duties and
certain other conditions are met, including entering into an
agreement to effect an alternative transaction within 12 months, or
(ii) a higher termination fee if the Commitment Parties terminate
the Commitment Agreement in certain other limited circumstances.
The Debtors have received binding commitments from lenders to fund
on the Emergence Date the full amount of a $225 million first lien
senior secured term loan that would mature in five years, subject
to the satisfaction of certain conditions. This term loan facility
is a component of the reorganization plan agreed upon between the
Debtors and certain of their creditors in the Term Sheet. The
definitive documentation that is expected to govern this term loan
facility has not yet been finalized or executed. Accordingly, PHI
cannot assure that the term loan facility will be completed as
contemplated, or at all.
On June 23, 2019, the Debtors filed a supplement to their Third
Amended Plan which included various documentation related to the
Plan, including a partial list of the directors expected to be
named to the new parent company and updated disclosure regarding
PHI's equity value. Prior to the hearing to confirm the Plan held
on July 30, 2019, the Debtors filed additional documentation,
including drafts of organizational documents of the new parent
company and additional information about PHI's post-emergence
management incentive program.
A copy of the Third Amended Plan is available at
https://is.gd/SVo4N0
A copy of the Disclosure Statement to the Third Amended Plan is
available at https://is.gd/y6cPhQ
A copy of the Court's Confirmation Order is available at
https://is.gd/S4cBDY
About PHI Inc.
PHI, Inc. -- http://www.phihelico.com/-- is a provider of
helicopter transportation services in the oil and gas industry,
primarily transporting crews and materials, and in the healthcare
and emergency medical services industry, primarily transporting
patients. It is a publicly held company and provides services in
the United States and abroad.
As of the petition date, PHI owns or operates 238 aircraft
worldwide, of which 17 are leased while eight are owned by the
customer and operated by the company. The remaining 213 are owned
by PHI. The company employs 2,218 people, including pilots,
mechanics, medical and administrative staff.
PHI and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code Bankr. N.D. Tex. Lead Case No. 19-30923) on March
14, 2019. At the time of the filing, PHI estimated assets of $1
billion to $10 billion and liabilities of $500 million to $1
billion.
The cases are assigned to Judge Harlin DeWayne Hale.
The companies tapped DLA Piper LLP (US) as their bankruptcy
counsel; Jones Walker LLP as regular outside counsel; Houlihan
Lokey Capital Inc. and FTI Consulting Inc. as financial advisors;
and Prime Clerk LLC as claims, noticing and solicitation agent.
The Office of the U.S. Trustee on March 25 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of PHI, Inc. and its affiliates. Haynes and Boone,
LLP, is co-counsel to the Creditors' Committee. Milbank, LLP, is
counsel to the Creditors' Committee. PJT Partners LP, is investment
banker to the Creditors' Committee.
The Office of the U.S. Trustee on April 25, 2019, appointed an
official committee of equity security holders in the Chapter 11
cases of PHI, Inc. and its affiliates. David B. Golubchik, Esq.,
Eve H. Karasik, Esq., and Gary E. Klausner, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles, California; and Jason
S. Brookner, Esq., Lydia R. Webb, Esq., and Amber M. Carson, Esq.,
at Gray Reed & McGraw LLP, in Dallas, Texas, represent the Equity
Committee.
PINE FOREST: Sept. 12 Plan Confirmation Hearing
-----------------------------------------------
The disclosure statement explaining the Chapter 11 plan filed by
Pine Forest Associates LP on Aug. 2 is conditionally approved.
September 12, 2019, at 10:30 a.m. is fixed for the hearing on final
approval of the disclosure statement and on confirmation of the
plan. September 6, 2019, is fixed as the last day for filing and
serving written objections to the disclosure statement, and written
objections to confirmation of the plan.
For reasons stated orally by the Bankruptcy Court on the record at
a hearing on Aug. 2, the Court denies approval of the amended
disclosure statement filed by the Debtor on June 19 and
confirmation of the Plan filed on June 11. The order was entered
without prejudice to the Debtor's right to file a new plan and a
new disclosure statement by the deadlines prescribed by Section
1121(e)(2) of the Bankruptcy Code.
Following the hearing, the Debtor filed a new plan and accompanying
disclosure statement proposing that Bayview, which holds an allowed
secured amount of $900,000, will be paid $4,500 per month from May
2019 to April 2049, at an interest rate of 4.5%.
Ringgold Utility District, which holds general unsecured claims, is
unimpaired, and will be paid $200 monthly from May 2019 to April
2024.
The Debtor's assets has a fair market value of $975,000, according
to the mortgage holder.
A full-text copy of the Disclosure Statement dated Aug. 2, 2019, is
available at https://tinyurl.com/y4u34urn from PacerMonitor.com at
no charge.
A full-text copy of the Plan dated Aug. 2, 2019, is available at
https://tinyurl.com/y37odrc3 from PacerMonitor.com at no charge.
About Pine Forest Associates
Pine Forest Associates LP filed for chapter 11 bankruptcy
protection (Bankr. E.D. Tenn. Case No. 18-15814) on Dec. 31, 2018,
and is represented by Brent James, Esq. of Harris Hartmann Law Firm
PC.
PINNACLE GROUP: Seeks Court Approval to Hire Accountant
-------------------------------------------------------
Pinnacle Group, LLC and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
hire an accountant.
In an application filed in court, the Debtor proposes to employ
Joel Marcus, an accountant based in Oakland Park, Fla., to prepare
tax returns and provide bookkeeping services for an hourly fee of
$250. The accountant will receive reimbursement for work-related
expenses incurred.
Mr. Marcus assures the court that he does not represent any
interest adverse to the Debtor or its state and is "disinterested"
as defined in Section 101(14) of the Bankruptcy Code.
Mr. Marcus can be reached at:
Joel Marcus, CPA
676 W Prospect Road
Oakland Park, FL 33309
Phone: (954) 566-8513
About Pinnacle Group
Based in Sunrise, Fla., Pinnacle Group and its subsidiaries are
wholesalers of motor vehicle parts and accessories. Pinnacle Group
and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 19-13519) on March 19, 2019. In its petition,
Pinnacle Group estimated assets of $500,000 to $1 million and
liabilities of $1 million to $10 million. Judge John K. Olson
oversees the case. Jordan L. Rappaport, Esq., at Rappaport Osborne
& Rappaport, PLLC, is the Debtor's bankruptcy counsel.
PREFERRED CARE: To Liquidate Plan Through Sale of Subsidiaries
--------------------------------------------------------------
Preferred Care Partners Management Group, L.P., and Kentucky
Partners Management, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas their second amended disclosure
statement explaining their amended joint chapter 11 plan of
liquidation dated August 2, 2019.
This latest filing proposes that the Debtors will liquidate through
the Plan by using the proceeds obtained from the sale of the
Management Subsidiaries and settlements with various parties --
some of which the Bankruptcy Court has already approved.
The Plan proposes to establish a pool of cash, referred to in the
Plan as the "Creditor Funds," which will be used to pay Creditors
under the Plan. The Creditor Funds will be established from
multiple settlements (two of which the Bankruptcy Court has already
approved) and the proceeds from the sale of PCPMG's Management
Subsidiaries and Affiliates. The proceeds from such settlements and
sales will be used to satisfy priority claims, nondischargeable
claims owed to governmental authorities, and vendor rejection
damage claims. The remaining funds will be conveyed to a Trust,
along with the remaining Estate Causes of Action. A Liquidating
Trustee, with the oversight of a Trust board, will then determine
how best to utilize the remaining Creditor Funds to administer
Claims, distribute Trust Assets and pursue Reserved Causes of
Action.
General Unsecured Creditors who wish to pursue recoveries under
third-party insurance policies will be allowed to do so under the
Plan. The Debtors lack the funds to pay any SIR obligations, and
there is litigation pending in the Bankruptcy Court to determine at
least one insurer's obligations to insure against claims, absent
funding of the Debtors' SIR.
A copy of the Second Amended Disclosure Statement dated August 2,
2019 is available at https://tinyurl.com/y6bkzrqd from
Pacermonitor.com at no charge.
About Preferred Care Partners
Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.
Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017. Travis Eugene Lunceford, manager of general
partner, signed the petition. The jointly administered cases were
later transferred to the Fort Worth Division and assigned Case No.
17-44741.
Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.
Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10,000,000 and
$50,000,000. Kentucky Partners estimated its assets at up to
$50,000 and its liabilities at between $10,000,000 and $50,000,000.
PRODUCERS COAL: Court Narrows Claims in TFSB Suit vs People's Bank
------------------------------------------------------------------
District Judge Algenon L. Marbley granted in part and denied in
part Defendant's motion to dismiss the case captioned THE FIRST
STATE BANK Plaintiff, v. PEOPLES BANK, N.A., Defendant, Case No.
2:17-cv-1156 (S.D. Ohio).
Plaintiff is a West Virginia corporation that has done business as
a bank since 1905. Defendant is an Ohio corporation. Jurisdiction
is proper because the parties are diverse and the amount in
controversy exceeds $75,000. Plaintiff has alleged breach of
contract, declaratory judgment and negligence. Defendant has filed
a Motion to Dismiss for failure to state a claim for which relief
can be granted.
This dispute arises out of loan the parties made to a coal company
that has since filed for bankruptcy. Defendant had a relationship
with Producers Coal, LLC, a privately-held coal company based in
Kentucky. In 2016, Producers Coal filed for Chapter 11 Bankruptcy;
proceedings are pending in the Southern District of West Virginia.
In 2013, the parties entered into a Participation Agreement with
Producers Coal. Defendant was the lead lender and Plaintiff was the
participating lender. The maximum amount of the loan would be
$12,500,000. Defendant would provide the first $10,000,000 and
Plaintiff would provide any additional funds up to $2,500,000. The
parties memorialized their agreement in a Participation Agreement,
and later signed a document entitled Supplemental Terms and
Conditions concerning the same Agreement.
Plaintiff's first two claims are for breach of contract. The
difference between these two counts is important. Plaintiff's first
count is for a breach of the Participation Agreement, specifically
alleging Defendant "failed to timely furnish information, notices,
and records to First State Bank" and "failed to exercise reasonable
care in monitoring the underlying Loan, enforcing Defendant's
security interests with the participation, and handling the
Participation." Plaintiff's second count is for failure to pay,
alleging Defendant is "obligated to pay First State's Participation
on a 'first out' basis from any proceeds" and has failed to do so.
Plaintiff's third count is a request for declaratory judgment, the
fourth count is for quantum meruit, and the fifth and sixth counts
are for negligence and gross negligence, respectively.
Although the Supplement was concluded after the Agreement, and
although Defendant was the drafter of both, Plaintiff cannot
maintain a claim for breach of contract for failure to pay because
Plaintiff's suggested understanding of the phrase "any payment"
leads to absurd results and does not give "positive effect" to all
terms in the contract. Plaintiff's understating does not read the
terms of the Supplement consistent with the terms of the Agreement
"to the extent possible" -- and such a reading is possible here.
Plaintiff's argument that "any payment" means, essentially, "any
exchange of monies between the Borrower and Defendant" would lead
to an absurd result. Sections 4 and 5 of the Agreement indicate
that the parties are sophisticated enough to use different nouns to
describe different exchanges of monies between the parties
depending on the circumstance. Section 4 is entitled "Loan Payments
to which Participant is Entitled" and clearly indicates the
parties' use of the noun "payments." This section details the
monies which Defendant owes Plaintiff and which monies Defendant
will not be responsible for paying to Plaintiff.
The Court must read the Supplement to "harmonize" with the
Agreement by giving effect to both parts if possible. This Court
must also avoid an absurd result if a reasonable reading of the
contract exists. By these strictures, Plaintiff's claim for breach
of contract for failure to pay must fail.
Plaintiff's first count is for breach of the Participation
Agreement. This count is different from "failure to pay" because
this count requires no construction of the Supplement and how it
does, or does not, affect the language of the Agreement. In this
count, Plaintiff alleges Defendant breached its duty of care by
failing to abide by the contractual term requiring the Defendant to
"exercise the same care as it normally exercises with respect to
loans or commitments in which no participations are sold, but the
[Defendant] shall have no further responsibility to the [Plaintiff]
except as expressly provided herein and except for its own
negligence, gross negligence, or willful misconduct which resulted
[sic] in actual loss to the [Plaintiff] . . ."
Plaintiff has pleaded facts that would be sufficient to establish a
claim for breach of contract. Although in general in Ohio, a
relationship governed by contract law cannot also be governed by
tort law, there is an exception for relationships where a "special
or fiduciary duty" exists. The express terms of the contract have
the effect of creating such a duty. Thus Plaintiff has a cognizable
claim that Defendant breached the duty of care enshrined in the
contract. As to this count, Defendant's motion is denied.
In sum, Plaintiff's first claim for breach of the Participation
Agreement is dismissed for failure to state a claim for which
relief can be granted because Plaintiff's reading of the
Participation Agreement would work an absurd result. However,
Plaintiff's second claim for breach of contract for failure to
exercise due care is not dismissed because Plaintiff has alleged
facts which, if proven, would establish Defendant breached the
express term of the contract. Plaintiff's third claim, for
declaratory judgment, is dismissed -- in part for duplicating Count
One and thus failing to state a claim, and in part for duplicating
Count Two and thus being an inappropriately-timed request for
declaratory relief. Plaintiff's remaining claims for equitable
relief are also dismissed because the parties' relationship is
governed by the contract.
A copy of the Court's Opinion and Order dated March 22, 2019 is
available at https://bit.ly/2Mf7IXE from Leagle.com.
The First State Bank, A West Virginia corporation, Plaintiff,
represented by Aaron E. McQueen , Jackson Kelly PLLC & Mark W.
Bernlohr , Jackson Kelly PLLC.
Peoples Bank, N.A., Defendant, represented by Brian Patrick Nally ,
Reminger & Steven A. Chang , Reminger, Co., LPA.
PROTEA BIOSCIENCES: Latest Plan Discloses Remaining Assets
----------------------------------------------------------
Protea Biosciences, Inc., and Protea Biosciences Group, Inc. filed
a revised joint amended disclosure statement relating to its joint
chapter 11 plan of liquidation dated July 26, 2019.
On July 26, 2019, the Debtors filed the Joint Plan, which will be
the vehicle for the resolution of the chapter 11 case through the
orderly liquidation of the Debtors’ remaining assets and the
creation of a liquidating trust in which the Debtors’ remaining
assets, including claims and causes of action, will be transferred
for the benefit of holder of allowed claims.
The Debtors submit that their only remaining assets consist of:
cash on hand; common stock certificates evidencing ownership of
734,463 shares of common stock in AzurRX Biopharma, Inc.; and
claims and causes of action of the Debtors' Bankruptcy estates. The
Debtors estimate that at the time of confirmation of the Joint
Plan, the Debtors will have approximately $2,500 in cash on hand.
AzurRx is a publicly-traded company with its stock currently listed
on NASDAQ Capital Market under the ticker symbol AZRX. Just prior
to the filing of this Disclosure Statement, AzurRx's stock was
trading at $1.41 per share. Thus, as of the filing of this
Disclosure Statement, the value of the AzurRx stock is estimated at
$1,035,592.83 as of July 11, 2019.
A copy of the Joint Amended Disclosure Statement dated July 26,
2019 is available at https://tinyurl.com/y68w7xt7 from
Pacermonitor.com at no charge.
About Protea Biosciences
Headquartered in Morgantown, West Virginia, Protea Biosciences Inc.
-- https://www.proteabio.com/ -- is a bioanalytics technology
company that provides analytical and diagnostic solutions for the
rapid and direct identification, mapping and display of the
molecules present in living cells and biological samples.
Protea Biosciences, Inc., and its affiliate Protea Biosciences
Group, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1,
2017.
At the time of the filing, Protea Biosciences disclosed $5.16
million in assets and $13.64 million in liabilities. Protea
Biosciences Group disclosed $2.7 million in assets and $18.2
million in liabilities.
Judge Patrick M. Flatley presides over the case.
The Debtors hired Buchanan Ingersoll & Rooney PC as their legal
counsel; and Compass Advisory Partners, LLC, as their restructuring
advisor.
PROTEC INSTRUMENT: Court OKs Berkshire Stipulation for Cash Use
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
approved, in part, the amended stipulation among Berkshire Bank and
debtor affiliates -- Protec Instrument Corporation and Protec RE
Holdings Inc. -- pursuant to which the Debtors may use cash and
non-cash collateral on a continuing basis according to the budget
through September 26, 2019.
Judge Christopher J. Panos said that nothing in the Order, or the
Amended Stipulation shall adversely affect or waive any right of
any party-in-interest.
A further hearing is scheduled for Sept. 26, 2019 at 10:30 a.m. by
video conference from McCormack Post Office and Court House, 5 Post
Office Square, Boston, Massachusetts. Objections shall be filed no
later than Sept. 23, 2019 at 4:30 p.m. The Debtors shall file an
updated budget, (ii) a reconciliation comparing budgeted amounts to
actual receipts and disbursements through the last full week prior
to the deadline.
About Protec Instrument Corp
Protec Instrument Corporation manufactures analytical instruments.
Protec RE Holdings owns a property located at 38-40 Edge Hill Road,
Waltham, Massachusetts having an appraised value of $2.17 million.
Protec Instrument Corp. and Protec RE Holdings sought Chapter 11
protection (Bankr. D. Mass. Lead Case No. 19-12164) on June 25,
2019 in the U.S. Bankruptcy Court for the District of
Massachusetts. As of the Petition Date, Protec Instrument
disclosed assets of $3,472,694 and liabilities of $2,725,521; and
Protec RE' disclosed assets of $2,170,000 and liabilities of
$2,458,971. Hon. Christopher J. Panos is the case judge. Parker &
Associates is the Debtors' counsel.
PS SYSTEMS: Secured Creditors to Get Payment Over 2 Years
---------------------------------------------------------
PS Systems, Inc., Stanley Peters, the President of the Debtor and a
creditor and shareholder of the Debtor, Chris Peters, as a director
and shareholder of the Debtor, Harold Smith, a director and
shareholder of the Debtor, Curtt Coppage, a prior director and
shareholder of the Debtor, and Dieter Upton, a shareholder of the
debtor, filed an Amended Joint Plan of Reorganization and
accompanying disclosure statement to modify the length of time
certain holders of secured claims will receive distribution.
The Amended Plan proposes a two-year period for distribution of
payments to secured creditors Robert Allison, Robert Daugherty,
Kara Hucke, and Linli Construction, Inc., while the prior plan
proposed a five-year period for distribution of payments to these
secured creditors.
Class 2 - The Allowed Secured Claim held by Stanley Peters are
impaired. The Class 2 Claim shall bear interest at a rate of 5.25%
per annum. Notwithstanding the liens securing the Class 2 Claim, no
payment shall be due on account of the Class 2 Claim until all
Class 3 through 6 Secured Claims and Class 7 general unsecured
claims, are paid in full over a period not to exceed ten (10) years
following the Effective Date of the Plan.
Class 3 - The Allowed Secured Claim held by Robert Allison are
impaired. The Class 3 Claim shall bear interest at a rate of 5.25%
per annum, and shall receive pro rata distributions of all Royalty
Revenue received less amounts necessary to pay Unclassified
Priority Creditors beginning the first full month after the
Effective Date of the Plan and continuing every two (2) months
thereafter until paid in full with post-confirmation interest over
a period not to exceed two (2) years.
Class 4 - The Allowed Secured Claim held by Robert Daugherty are
impaired. The Class 4 Claim shall bear interest at a rate of 5.25%
per annum, and shall receive pro rata distributions of all Net
Royalty Revenue received less amounts necessary to pay Unclassified
Priority Creditors beginning the first full month after the
Effective Date of the Plan and continuing every two (2) months
thereafter until paid in full with post-confirmation interest over
a period not to exceed two (2) years.
Class 5 - The Allowed Secured Claim held by Kara Hucke are
impaired. The Class 5 Claim shall bear interest at a rate of 5.25%
per annum, and shall receive pro rata distributions of all Net
Royalty Revenue received less amounts necessary to pay Unclassified
Priority Creditors beginning the first full month after the
Effective Date of the Plan and continuing every two (2) months
thereafter until paid in full with post-confirmation interest over
a period not to exceed two (2) years.
Class 6 - The Allowed Secured Claim Held by Linli Construction, Inc
are impaired. The Class 6 Claim shall bear interest at a rate of
5.25% per annum, and shall receive pro rata distributions of all
Net Royalty Revenue received less amounts necessary to pay
Unclassified Priority Creditors beginning the first full month
after the Effective Date of the Plan and continuing every two (2)
months thereafter until paid in full with post-confirmation
interest over a period not to exceed two (2) years.
Class 7 - The Allowed Claims held by unsecured creditors are
impaired. Pro rata distribution of the Net Royalty Revenue
generated following the Effective Date of the Plan. Distributions
shall begin the first full month after the Class 3 through 6 Claims
are paid in full and continuing every (2) months thereafter until
all Class 7 Claims are paid in full with interest at a rate of
5.26% per annum over a period not to exceed six (6) years following
the Effective Date of the Plan.
Funding for the Plan shall be from income derived from the
royalties received by the Debtor for licensing its patents for the
construction of PSRs.
A full-text copy of the Amended Disclosure Statement dated July 31,
2019, is available at https://tinyurl.com/y2k4avtp from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Jeffrey S. Brinen, Esq.
Keri L. Riley, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Telephone: (303) 832-2400
Telecopier: (303) 832-1510
ATTORNEY FOR STANLEY PETERS:
Kenneth J. Buechler, Esq.
BUECHLER LAW OFFICE
999 18th St, Suite 1230-S
Denver, CO 80202
Telephone: (720)381-0045
Email: ken@kjblawoffice.com
About PS Systems
Based in Greenwood Village, Colorado, PS Systems Inc. holds several
patents and cross-licensing agreements for the use of patents to
develop underground reservoirs. PS Systems sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
17-20197) on Nov. 3, 2017. In the petition signed by Stan Peters,
its president, the Debtor estimated assets and liabilities of less
than $500,000. Judge Michael E. Romero presides over the case.
Kutner Brinen, P.C., is the Debtor's legal counsel.
RENT RITE: Seeks to Hire Dickensheet & Associates as Appraiser
--------------------------------------------------------------
Rent Rite SuperKegs West, Ltd. seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to hire Dickensheet &
Associates, Inc. to conduct an appraisal of its personal property,
furniture, fixtures and equipment.
Dickensheet will charge $120 per hour for its services.
Christine Dickensheet of Dickensheet & Associates assures the court
that her firm does not represent any interest adverse to the Debtor
and its estate.
The firm can be reached through:
Christine Dickensheet
Dickensheet & Associates, Inc.
1501 W. Wesley Ave.
Denver, CO 80223
Phone: +1 303-934-8322
About Rent Rite SuperKegs
Headquartered in Denver, Colorado, Rent Rite SuperKegs West Ltd.
leases warehouse space to tenants. It owns a warehouse building
located at 3850 to 3900 E. 48th Ave., Denver, Colo.
Rent Rite SuperKegs West sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-21236) on Dec. 11,
2017. Thomas S. Wright, president, signed the petition. The
Debtor first filed for Chapter 11 protection (Bankr. D. Colo. Case
No. 12-31592) on Oct. 18, 2012.
At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Thomas B. McNamara presides over the case. The Debtor hired
Weinman & Associates, P.C., as counsel, and Allen Vellone Wolf
Helfrich & Factor P.C., as special counsel.
The Office of the U.S Trustee appointed an official committee of
unsecured creditors on Feb. 2, 2018. The committee retained Appel,
Lucas & Christensen, P.C., as its legal counsel.
ROYAL EXPRESS: Sept. 9 Hearing on Disclosure Statement
------------------------------------------------------
On September 9, 2019, at 10:30:00 A.M., Royal Express Processing
will move the Bankruptcy Court for the entry of an order approving
the Disclosure Statement explaining its Chapter 11 Plan.
The Debtor is a California C-Corporation that was formed on January
4, 2017 by the principal, only director and officer, and only
shareholder, Juliette Smith. The Debtor was formed for the purpose
of holding real estate acquisitions, and at the time of the filing
of this case holds three pieces of real estate, all of which are in
California.
CLASS: 2A Secured claim of Real Estate Services Group Inc. are
impaired. The Debtor will liquidate the Norwalk Property within 12
months of the Effective Date, and the RES/Lanphier First Priority
Claim will be satisfied from the proceeds of the sale. Any amount
remaining owed to RES/Lanphier Trust on the RES/Lanphier First
Priority Claim after being paid from the proceeds of the sale of
the Norwalk Property will be paid from other funds available to the
Debtor either from "added value" from the equity shareholder as
described hereinafter within "Means of Effectuating the Plan",
income generated by the Debtor through its business activities, or
from the liquidation of other assets of the Debtor.
CLASS: 2B Secured claim of Real Estate Services Group Inc. are
impaired. The Debtor will liquidate the Norwalk Property within 12
months of the Effective Date, and the RES Second Priority Norwalk
Claim will be satisfied from the proceeds of the sale. Any amount
remaining owed to RES on the RES Second Priority Norwalk Claim
after being paid from the proceeds of the sale of the Norwalk
Property will be paid from other funds available to the Debtor
either from "added value" from the equity shareholder as described
hereinafter within "Means of Effectuating the Plan", income
generated by the Debtor through its business activities, or from
the liquidation of other assets of the Debtor.
CLASS: 2C Secured claim of The Medeiros Charitable Remainder Trust
are impaired. The Debtor will liquidate the Norwalk Property within
12 months of the Effective Date, and the Medeiros Trust Third
Priority Claim will be satisfied from the proceeds of the sale. Any
amount remaining owed to Medeiros Trust on the Medeiros Trust Third
Priority Claim after being paid from the proceeds of the sale of
the Norwalk Property will be paid from other funds available to the
Debtor either from "added value" from the equity shareholder as
described hereinafter within "Means of Effectuating the Plan",
income generated by the Debtor through its business activities, or
from the liquidation of other assets of the Debtor.
CLASS: 2D Secured claim of Country Real Estate Investments, LLC are
impaired. The Debtor will liquidate the Norwalk Property within 12
months of the Effective Date, and the Country Real Estate Fourth
Priority Claim will be satisfied from the proceeds of the sale. Any
amount remaining owed to Country Real Estate on the Country Real
Estate Fourth Priority Claim after being paid from the proceeds of
the sale of the Norwalk Property will be paid from other funds
available to the Debtor either from "added value" from the equity
shareholder as described hereinafter within "Means of Effectuating
the Plan", income generated by the Debtor through its business
activities, or from the liquidation of other assets of the Debtor.
CLASS: 2E Secured claim of Lendinghome Funding Corporation are
impaired. The Debtor will liquidate the Burchfield Property within
12 months of the Effective Date, and the Lendinghome First Priority
Claim will be satisfied from the proceeds of the sale. Any amount
remaining owed to Lendinghome on the Lendinghome First Priority
Claim after being paid from the proceeds of the sale of the
Burchfield Property will be paid from other funds available to the
Debtor either from "added value" from the equity shareholder as
described hereinafter within "Means of Effectuating the Plan",
income generated by the Debtor through its business activities, or
from the liquidation of other assets of the Debtor.
CLASS: 2F Secured claim of Gregg Wood of Silver Stream Advisors,
LLC are impaired. The Debtor will liquidate the Burchfield Property
within 12 months of the Effective Date, and the Gregg Wood Second
Priority Claim will be satisfied from the proceeds of the sale. Any
amount remaining owed to Gregg Wood on the Gregg Wood Second
Priority Claim after being paid from the proceeds of the sale of
the Burchfield Property will be paid from other funds available to
the Debtor either from "added value" from the equity shareholder as
described hereinafter within "Means of Effectuating the Plan",
income generated by the Debtor through its business activities, or
from the liquidation of other assets of the Debtor.
CLASS: 2G Secured claim of Georgia M. Bank Living Trust, Vernestine
Thompson, Trustee are impaired. The Debtor will liquidate the
Burchfield Property within 12 months of the Effective Date, and the
Georgia Bank Trust Third Priority Claim will be satisfied from the
proceeds of the sale. Any amount remaining owed to Georgia Bank
Trust on the Georgia Bank Trust Third Priority Claim after being
paid from the proceeds of the sale of the Burchfield Property will
be paid from other funds available to the Debtor either from "added
value" from the equity shareholder as described hereinafter within
"Means of Effectuating the Plan", income generated by the Debtor
through its business activities, or from the liquidation of other
assets of the Debtor.
CLASS: 2H Secured claim of Real Estate Services Group Inc. are
impaired. The equity holder of the Debtor will seek to obtain funds
sufficient to pay off the Class 2H Claim of $129,175.85 in full
within 90 days of the Effective Date. If Debtor pays the Class 2H
in full within 90 days of the Effective Date, that will satisfy
Class 2H in full and none of the three choices hereinafter
described and related to treatment of Class 2H will apply.
Class 3: Priority unsecured claims. There are no Class 3 claims in
this proceeding.
Class 4: General Unsecured Claims. There are no Class 4 claims in
this proceeding.
Class 5: General Unsecured Claims Compromised Through Litigation.
There are no Class 5 claims in this proceeding.
Class 6: Disputed, Contingent, and Unliquidated Claims. Class 6
members do not have allowed claims in this bankruptcy proceeding.
Accordingly, pursuant to Federal Rules of Bankruptcy Procedure Rule
3003(c)(2), those claims or interests that were scheduled as
disputed, contingent, or unliquidated by the Debtors in their
petition and schedules shall not be treated as a creditor for
purposes of voting and distribution.
Class 7: Interest Holders. Interest holders are the parties who
hold ownership interest (i.e., equity interest) in the Debtor. If
the Debtor is a corporation, entities holding preferred or common
stock in the Debtor are interest holders. If the Debtor is a
partnership, the interest holders include both general and limited
partners. If the Debtor is an individual, the Debtor is the
interest holder.
The funding of the Plan will be accomplished through "available
cash" on the Effective Date of the Plan, funds obtained through the
liquidation of the Norwalk Property and the Burchfield Property,
additional "added value" from the equity holder of the Debtor, and
"future disposable income" obtained through the rental of the Alta
Vista Property.
A full-text copy of the Disclosure Statement dated August 1, 2019,
is available at https://tinyurl.com/y49osggo from PacerMonitor.com
at no charge.
Attorney for Debtor:
Michael Jones, Esq.
M. Jones & Associates, PC
505 North Tustin Ave, Suite 105
Santa Ana, CA 92705
Telephone: (714) 795-2346
Facsimile: (888) 341-5213
Email: mike@MJonesOC.com
Royal Express Processing filed a voluntary Chapter 11 Petition
(Bankr. C.D. Cal. Case No. 19-10933) on March 16, 2019, and is
represented by Michael Jones, Esq., at M Jones & Associates, PC, in
Santa Ana, California.
RUMLEY OIL: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Rumley Oil Inc. as of Aug. 9, according to a
court docket.
About Rumley Oil Inc.
Rumley Oil Inc., a fuel oil dealer in Narrows, Va., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Case No. 19-20297) on July 3, 2019. In the petition signed by
Ronald Rumley, president, the Debtor estimated $50,000 in assets
and $1 million to $10 million in liabilities. The Debtor is
represented by Joseph W. Caldwell, Esq., at Caldwell & Riffee.
SANCHEZ ENERGY: Files for Chapter 11 Amidst Dispute With Blackstone
-------------------------------------------------------------------
Sanchez Energy Corp. filed for bankruptcy protection after
struggling with slumping energy prices, volatile markets and a
dispute with Blackstone Group Inc.
Alexander Gladstone, writing for The Wall Street Journal, reported
that SN EF Maverick, LLC ("SN Maverick") is currently engaged in a
disagreement with The Blackstone Group, L.P., by and through its
subsidiary Gavilan Resources, LLC, regarding operations of the
Comanche Assets.
On March 1, 2017, SN Maverick and SN EF UnSub, LP ("SN UnSub"),
along with Gavilan, completed the acquisition of approximately
318,000 gross (155,000 net) acres largely adjacent and in many
areas adjoining to the Catarina Assets, comprising (i) 252,000
gross (122,000 net) Eagle Ford Shale acres and (ii) 66,000 gross
(33,000 net) acres of deep rights only, which includes the Pearsall
Shale, representing, in the aggregate, an approximately 49% average
working interest therein (the "Comanche Assets") from Anadarko E&P
Onshore LLC and Kerr-McGee Oil and Gas Onshore LP for an adjusted
purchase price of approximately $2.1 billion in cash.
In connection with the closing of the Comanche Acquisition, SN, SN
Maverick, SN UnSub, and Gavilan entered into a joint development
agreement regarding the operation of the Comanche Assets.
Simultaneously therewith, SN, SN Maverick, SN UnSub, Gavilan, and
Anadarko also entered into a development agreement, which, among
other things, sets forth certain minimum annual drilling
obligations on the Comanche Assets.
Among other things, Blackstone has asserted that SN Maverick is in
default of the Comanche Joint JDA and Blackstone has the right to
take over operations of the Comanche Assets.
Although SN Maverick disputes Blackstone's assertions and has
asserted defenses to the allegations and its own counterclaims
against Blackstone, if Blackstone prevails in the
disagreement, SN Maverick would potentially lose its rights to
operate the Comanche Assets and certain rights of SN Maverick under
the Comanche JDA, including the ability to vote or appoint
representatives to the operating committee or to transfer the
Comanche Assets, among others.
Furthermore, Blackstone has attempted to initiate a division of
operatorship under the Comanche JDA pursuant to which operatorship
of the Comanche Assets would be divided between Blackstone (or a
third-party operator) and SN Maverick in accordance with certain
procedures specified in the Comanche JDA.
SN Maverick disputes that Blackstone has the ability to invoke the
division of operatorship provision under the Comanche JDA.
Blackstone served its initial arbitration demand against SN
Maverick on February 18, 2019. SN and SN Maverick answered that
demand and served their counterclaim against Blackstone on February
26, 2019. The American Arbitration Association appointed an
arbitrator on April 8, 2019, and the arbitration is set for hearing
the week of October 14, 2019. The parties are currently engaged in
discovery.
Attorneys for Gavilan:
Alfredo R. Perez, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, Texas 77002
Telephone: (713) 546-5000
Facsimile: (713) 224-9511
Email: Alfredo.Perez@weil.com
-- and --
Garrett Fail, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Email: Garrett.Fail@weil.com
-- and --
David S. Meyer, Esq.
Jessica C. Peet, Esq.
666 Fifth Avenue, 26th Floor
VINSON & ELKINS LLP
New York, New York 10103-0040
Tel: 212.237.0000
Fax: 212.237.0100
Email: dmeyer@velaw.com
jpeet@velaw.com
-- and --
Matthew R. Stammel, Esq.
Jordan W. Leu, Esq.
VINSON & ELKINS LLP
2001 Ross Avenue, Suite 3900
Dallas, Texas 75201
Email: mstammel@velaw.com
jleu@velaw.com
-- and --
James D. Thompson III, Esq.
Andrew J. Geppert, Esq.
VINSON & ELKINS LLP
1001 Fannin Street, Suite 2500
Houston, Texas 77002
Tel: 713.758.2222
Fax: 713-758-2346
Email: jthompson@velaw.com
ageppert@velaw.com
SATICOY BAY: Taps Roger P. Croteau as Legal Counsel
---------------------------------------------------
Saticoy Bay LLC Series 7728 Villa De La Paz seeks approval from the
U.S. Bankruptcy Court for the District of Nevada to hire Roger P.
Croteau & Associates, Ltd. as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its rights
and obligations under the Bankruptcy Code; negotiations with
creditors; and the preparation of a plan of reorganization.
The firm's hourly rates are:
Roger P. Croteau, Esq. $400
Associate Attorney $300
Paralegal $125
Roger P. Croteau can be reached through:
Roger P. Croteau, Esq.
Timothy E. Rhoda, Esq.
Roger P. Croteau & Associates, Ltd.
2810 West Charleston Blvd, Suite 75
Las Vegas, NV 89102
Phone: (702) 254-7775
Fax: (702) 228-7719
Email: croteaulaw@croteaulaw.com
About Saticoy Bay LLC Series 7728
Villa De La Paz
Saticoy Bay LLC Series 7728 Villa De La Paz sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
19-11473) on March 14, 2019. At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$50,000. The case is assigned to Judge Mike K. Nakagawa. Roger P.
Croteau & Associates, Ltd., is the Debtor's legal counsel.
SCHRAD LTD: Seeks to Hire South Texas Realty as Broker
------------------------------------------------------
Schrad, Ltd, seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to hire a real estate broker.
In an application filed in court, the Debtor proposes to employ
South Texas Realty Services to sell its 15-acre real property and
24,000-square-foot manufacturing facility located at 1371 FM 1346
in La Vernia, Texas.
South Texas Realty will get a commission of 4 percent of the sales
price if a sale is made without a co-broker or a 5 percent
commission if there is a co-broker.
The firm does not have an "actual conflict of interest" with the
Debtor that would render it ineligible to serve as its broker,
according to court filings.
South Texas Realty can be reached through:
William T. Keller
South Texas Realty Services
7718 Broadway Street
San Antonio, TX 78209
Phone: 210.829.5088
Email: southtexasrealtyservices@yahoo.com
About Schrad Ltd
Schrad Ltd. and its affiliates, Honey Bee Bakers, LLC and Red Apple
Resources of South Texas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-51331) on June
3, 2019. In the petitions signed by James E. Schrad, president,
Schrad estimated assets and liabilities of less than $50,000. The
Debtors are represented by the Law Office of Michael J. O'Connor.
SENIOR CARE: Convenience Claimants Added in Latest Plan
-------------------------------------------------------
Senior Care Centers, LLC, and its debtor-affiliates filed a
disclosure statement for first amended joint plan of reorganization
dated August 2, 2019.
The latest plan adds the convenience class claimants in Class 6.
Except to the extent that a Holder of an Allowed Convenience Class
Claim, the Debtors or the Reorganized Debtors, as applicable, and
the Committee or Unsecured Creditor Trustee, as applicable, agree
in writing to less favorable treatment of its Allowed Convenience
Class Claim, each Holder of an Allowed Convenience Class Claim will
receive its Pro Rata share of the Convenience Claim Distribution.
A copy of the Amended Disclosure Statement dated August 2, 2019 is
available at https://tinyurl.com/y4cjnffy from Pacermonitor.com at
no charge.
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton
Andrews Kurth LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
On Dec. 14, 2018, the Office of the United States Trustee appointed
an official committee of unsecured creditors in the Chapter 11
cases. The committee tapped Greenberg Traurig, LLP, as counsel,
and FTI Consulting, Inc., as its financial advisor.
SMF ENERGY: 11th Cir. Affirms Ruling in Favor of Auditor, Counsel
-----------------------------------------------------------------
In the consolidated appeal captioned SONEET R. KAPILA,
Plaintiff-Appellant, v. DAVIS, GRAHAM & STUBBS LLP, S. LEE TERRY,
Defendants-Appellees. SONEET R. KAPILA, Plaintiff-Appellant, v.
GRANT THORNTON LLP, Defendant-Appellee, Nos. 17-15705, 18-10514
(11th Cir.), Soneet R. Kapila, the trustee for SMF Energy
Corporation, appeals the partial summary judgment in favor of its
former auditor, Grant Thornton LLP, and the summary judgment in
favor of its former counsel, S. Lee Terry and Davis, Graham &
Stubbs LLP, in Kapila's adversary proceedings that alleged the
professional advisors' conduct exacerbated the financial demise of
SMF. The district court ruled that Kapila's complaints against
Grant Thornton and Davis Graham were barred by the doctrine of in
pari delicto. United States Court of Appeals, Eleventh Circuit
affirms.
SMF was a publicly-traded company that provided mobile fueling for
businesses that had fleets of vehicles and equipment, including the
United States Postal Service. In 2004, SMF began to overbill its
customers. SMF padded invoices with an "incremental volumetric
allowance" that charged certain customers for more fuel than they
had received. SMF revealed to its customers the existence of, but
not the extent of, the incremental allowance.
Davis Graham and Grant Thornton provided professional services to
SMF. After SMF implemented the incremental allowance, it retained
Terry of Davis Graham to answer questions raised about the billing
practice by the auditor for SMF, KMPG Peat Marwick. In 2005, SMF
replaced KPMG with Grant Thornton. In 2011, a new director at SMF
stopped the overbilling practice, and by 2012, SMF was overwhelmed
with debt. Kapila was appointed as trustee for SMF before it
petitioned for bankruptcy under Chapter 11 of the Bankruptcy Code.
In an adversary proceeding, Kapila filed a six-count complaint
against Grant Thornton. In a separate adversary proceeding, Kapila
filed a complaint of legal malpractice against Davis Graham.
The district court correctly ruled that the wrongdoing of the
officers of SMF should be imputed to their corporate employer.
Under Florida law, which the parties agree governs the application
of the in pari delicto defense, wrongdoing by a corporate officer
is imputed to the company so long as the officer acts within the
scope of his employment. While the presence of an innocent decision
maker can provide a basis to argue that an officer acted adversely
to the interest of the corporation, when the officer's wrongdoing
is calculated to benefit the corporation, it "is in no position to
invoke the adverse interest exception" to prevent the imputation of
wrongdoing to it. In other words, an officer who acts to further
the interests of the corporation necessarily is acting within the
scope of his employment. Because Kapila admits that the SMF
officers who overbilled customers acted with the intent to increase
company profits, the district court correctly imputed those
officers' wrongdoing to SMF.
The district court did not err in determining that Grant Thornton
and SMF acted in pari delicto by engaging in the same wrongdoing
that Kapila alleged Grant Thornton committed.
The district court also correctly applied the doctrine of
collateral estoppel to bar Kapila from relitigating the culpability
of SMF in the Davis Graham proceeding. The Grant Thornton
proceeding satisfied all the factors required to collaterally estop
Kapila from arguing that SMF was inculpable in the Davis Graham
proceeding. In the Grant Thornton proceeding, after Kapila admitted
that SMF officers intentionally overbilled customers, the district
court ruled that the officers' wrongdoing should be imputed to SMF.
And the Davis Graham proceeding turned on the same issue of
corporate culpability. Because the district court correctly
determined that the doctrine of collateral estoppel barred Kapila
from relitigating the issue of corporate culpability, we need not
address the alternative finding that the allegations in Kapila's
complaint against Grant Thornton constituted judicial admissions.
Kapila argues that the doctrine of in pari delicto does not bar his
complaint against Davis Graham because a material factual dispute
exists whether the law firm was more culpable than SMF, but the
Court disagrees. Kapila alleged that Davis Graham provided
"negligent legal advice" regarding the legality of the incremental
allowance, and he is bound by the determination in the Grant
Thornton proceeding that SMF acted intentionally. So the parties
share responsibility for the wrongdoing.
Thus, the Court affirms the partial summary judgment in favor of
Grant Thornton and the summary judgment in favor of Davis Graham.
A copy of the Court's Decision dated March 22, 2019 is available at
https://bit.ly/2yT0G26 from Leagle.com.
Stephen D. Busey , for Plaintiff-Appellant.
Chad P. Pugatch , for Defendant-Appellee.
Katherine E. Giddings , for Defendant-Appellee.
Samuel Danon , for Defendant-Appellee.
Allan E. Wulbern , for Plaintiff-Appellant.
Michael D. Ehrenstein , for Plaintiff-Appellant.
David P. Ackerman , for Defendant-Appellee.
Robert Charbonneau , for Plaintiff-Appellant.
Elio Raul Novoa, Jr. , for Defendant-Appellee.
Kristen L. McKeever , for Defendant-Appellee.
Jason Alan Martorella , for Plaintiff-Appellant.
About SMF Energy Corporation
SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012. The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.
SMF sought bankruptcy protection after Wells Fargo Bank, N.A., shut
off access to a revolving credit loan and declared a default. The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets. SMF Energy disclosed $16,387,456 in
assets and $31,160,009 in liabilities as of the Chapter 11 filing.
The Fort Lauderdale, Florida-based Company, which did business
Streicher Mobile Fueling and SMF Generator Fueling Services,
disclosed $37.0 million in assets and $25.17 million in liabilities
as of Dec. 31, 2011.
On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.
Judge Raymond B. Ray oversees the case. Lawyers at Genovese
Joblove & Battista, P.A., served as the Debtors' counsel. Trustee
Services Inc. served as claims agent. Bayshore Partners, LLC,
served as their investment banker. The petition was signed by
Soneet R. Kapila, the CRO.
The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.
Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors. Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represented the committee.
TEAM HEALTH: Moody's Alters Outlook on B3 CFR to Negative
---------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of Team Health Holdings,
Inc. Moody's also affirmed the B2 rating on the company's senior
secured credit facilities and Caa2 rating on its unsecured notes.
At the same time, the outlook was changed to negative from stable.
The change of outlook reflects rising uncertainty around Team
Health's ability to reduce leverage given its recently disclosed
dispute with UnitedHealth Group Incorporated ("UnitedHealth") (A3
long-term issuer rating), one of its largest commercial payors.
UnitedHealth notified Team Health in July 2019 that it will
terminate approximately two-thirds of its in-network contracts with
Team Health between October 15, 2019 until July 1, 2020. The
company also said that UnitedHealth had significantly reduced its
payments to Team Health for out-of-network services.
Moody's believes that the two companies will eventually agree on
modified contract terms. However, Moody's believes that modified
contracts are likely to come with lower reimbursement rates for
Team Health, which will reduce profitability. Further, a drawn-out
negotiation process may lead to disruption to hospital customers
and contract losses. While there is a range of potential outcomes
for Team Health, the company's very high leverage raises the risk
that even a modest reduction in profitability will significantly
raise debt/EBITDA. Moody's estimates that TeamHealth's pro forma
debt to EBITDA was approximately 8.2 times at the end of June 30,
2019.
The affirmation of the B3 is supported by the Team Health's
demonstrated ability to generate consistently positive free cash
flow of more than $100 million annually. Further Team Health's
liquidity remains good. The company has a sizable cash balance
($299.4 million as of 6/30/2019), near full availability of its
$400 million revolver and no near-term debt maturities. The company
has also shown early signs of progress in executing its business
turnaround. This affords the company some flexibility to absorb a
modest negative development with respect to contract negotiations
with UnitedHealth.
That said, reduced rates with UnitedHealth (or other insurers) that
result in a meaningful decline in free cash flow will likely lead
to a rating downgrade. Reduced free cash flow would not only limit
the company's ability to repay debt, but also its ability to
execute its tuck-in acquisition strategy.
Affirmations:
Issuer: Team Health Holdings, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured Revolving Credit Facility expiring 2022, Affirmed B2
(LGD3)
Senior Secured Term Loan due 2024, Affirmed B2 (LGD3)
Senior Unsecured Notes due 2025, Affirmed Caa2 (LGD6)
Outlook Actions:
Issuer: Team Health Holdings, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Team Health's B3 CFR reflects its very high leverage and
challenging operating environment. This includes weak emergency
department volume trends, reimbursement risk, and the company's
exposure to uninsured individuals, each of which is a risk to
profitability. The credit profile is supported by Team Health's
large scale and strong competitive position in the highly
fragmented physician staffing industry. The credit profile is also
supported by good liquidity and stable cash flow. Moody's also
expects Team Health to gradually improve its post-acute care
business.
The negative outlook reflects the increasing risk that Team Health
will be unable to reduce its leverage below 8.0 times by the end of
2020 due to either (1) failure to reach an agreement with United
Healthcare on in-network contracts; or (2) if the renegotiated
contracts are materially unfavorable to Team Health compared to
existing contracts.
The ratings could be downgraded if Moody's anticipates a
significant reduction in free cash flow or if liquidity weakens. At
any point, if Moody's expects that the company will be unable to
reduce its adjusted debt/EBITDA to below 8.0 times by 2020, the
ratings could be downgraded. The ratings could also be downgraded
if the company experiences contract losses, operating performance
weakens, or if unfavorable regulatory changes significantly impact
the company.
The ratings could be upgraded if Team Health returns to organic
revenue growth, improves its profit margins and further reduces its
business concentration in the emergency department. Finally, the
company would need to reduce debt/EBITDA to below 6.5 times before
Moody's would consider a higher rating.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Team Health is a provider of physician staffing and administrative
services to hospitals and other healthcare providers in the U.S.
The company is affiliated with more than 16,000 healthcare
professionals who provide emergency medicine, hospital medicine,
anesthesia, urgent care, pediatric staffing and management
services. The company also provides a full range of healthcare
management services to military treatment facilities. Net revenues
are approximately $4.7 billion.
TEXAS PELLETS: Seeks Reset of Combined Hearing to Sept. 4 or 5
--------------------------------------------------------------
Texas Pellets, Inc. and German Pellets Texas, LLC filed a motion
asking the Court to reset the combined hearing on the adequacy of
the disclosure statement and the confirmation of the plan to Sept.
4 or Sept. 5, 2019.
The first amended plan with immaterial modifications provides that
each holder of an Allowed Class 3(a) and/or Class 3(b) Claim may
elect to receive the treatment below in full and complete
satisfaction, discharge and release of such Allowed Class 3(a)
and/or Class 3(b) Claim, as follows:
(i) Subject to the other provisions of this Section 5.3.1, each
holder of an Allowed Class 3(a) and/or Class 3(b) Claim who has
properly and timely made the Class 3 Election will receive the 10%
Distribution, consisting of a cash distribution equal to ten
percent (10%) of its Allowed Class 3(a) and/or Class 3(b) Claim, to
be paid in complete and full satisfaction of such Allowed Claim or
Claims from the Distribution Reserve within sixty (60) days after
the Effective Date; provided, however, holders of Class 3(a) and
Class 3(b) Claims that elect the 10% Distribution whose claims are
Disputed, shall be paid following resolution of such claims from
the Distribution Reserve after consensual resolution by the parties
or after any order resolving such Disputed Claim becomes a Final
Order.
(ii) In order to receive the 10% Distribution and treatment under
Section 5.3.1(i), the following requirements must be fulfilled as
to each such Allowed Class 3(a) and/or Class 3(b) Claim:
(a) the Allowed Class 3(a) and/or Class 3(b) Claim must be
equal to or less than $50,000 or, to the extent such Allowed Class
3(a) and/or Class 3(b) Claim is for an amount greater than $50,000,
the holder must irrevocably agree, through the Class 3 Election, to
reduce the amount of such Allowed Class 3(a) and/or Class 3(b)
Claim for purposes of distributions under the Plan to $50,000; and
(b) the “Class 3 Election” shall be properly and timely
made to accept the 10% Distribution in full and complete
satisfaction, discharge and release of such Allowed Class 3(a)
and/or Class 3(b) Claim, by returning the executed Class 3 Election
Form to the Reorganized Debtors at the address indicated on the
Class 3 Election Form, to be received by no later than thirty
calendar days following the Effective Date.
(iii) Within five (5) Business Days following the Effective Date,
the Reorganized Debtors shall provide notice, by U.S. Mail, of the
right to make the Class 3 Election utilizing the form included
within the Plan Supplement to all parties asserting Class 3(a)
and/or Class 3(b) Claims, as indicated in the Schedules and/or in
Proofs of Claim.
(iv) Each 10% Distribution on account of an Allowed Class 3(a)
and/or Class 3(b) Claim will be in full and complete satisfaction,
discharge and release of such Allowed Class 3(a) and/or Class 3(b)
Claim.
A copy of the Modified First Amended Plan dated August 2, 2019 is
available at https://tinyurl.com/y4vcv9x2 from Pacermonitor.com at
no charge.
About Texas Pellets
Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016.
The petition was signed by Anna Katherin Leibold, president and
chief executive officer.
German Pellets Texas, LLC, also based in Woodville, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April
30, 2016. The petition was signed by Peter H. Leibold, its chief
executive officer.
The cases have been jointly administered under Texas Pellets' case.
Judge Bill Parker presides over the cases.
The Debtors employ William Steven Bryant, Esq., at Locke Lord LLP
as their legal counsel; Searcy & Searcy, P.C. as local/conflicts
co-counsel; and Guggenheim Securities, LLC as investment banker.
Bryan M. Gaston, and the firm Opportune, LLP, serve as the Debtors'
Chief Restructuring Officer.
No Chapter 11 trustee or examiner has been appointed in these
Bankruptcy Cases. An official committee of unsecured creditors was
appointed on May 17, 2016.
TH REMODELING: Seeks to Hire Derienzo & Rossi as Accountant
-----------------------------------------------------------
TH Remodeling & Renovations Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Derienzo & Rossi, CPAS, as its accountant.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) review and analyze proposed transactions for which the
Debtor may seek court approval;
(b) review, analyze and make recommendations regarding any
proposed dispositions of assets;
(c) provide financial analysis of any business plan, plan of
reorganization, liquidation analysis and accompanying disclosure
statement;
(d) assist in the analysis of historical and projected
financial statements;
(e) review and analyze the tax impact of proposed transactions
or plans of reorganization;
(f) assist the debtor in the analysis of claims;
(g) file tax returns; and
(h) assist in other accounting matters.
Jerome Rossi, the firm's accountant who will be providing the
services, charges an hourly fee of $150.
Mr. Rossi disclosed in court filings that he neither represents nor
holds any interest adverse to the Debtor and its bankruptcy
estate.
Derienzo & Rossi can be reached through:
Jerome Rossi
Derienzo & Rossi, CPAS
314 Quassaick Avenue
New Windsor, NY 12553
Phone: (845) 562-0802
About TH Remodeling & Renovations
TH Remodeling & Renovations -- https://thremodeling.com/ -- builds
and renovates all types of properties from private homes to
manufacturing facilities and commercial buildings. The company
provides every service property owners need, including roofing,
siding, gutter systems, decks & porches, windows & doors, additions
and sunrooms.
TH Remodeling & Renovations filed a petition under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-35919) on May
31, 2019. In the petition signed by Thomas Hazard, president, the
Debtor disclosed $524,027 in assets and $1,551,506 in liabilities.
Michelle L. Trier, Esq., at Genova & Malin, is the Debtor's
counsel.
THG HOLDINGS: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 8 appointed
three creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of THG Holdings LLC.
The committee members are:
(1) Beckman Coulter, Inc.
Attn: Joshua Lee
250 S. Kraemer Boulevard
Brea, California 92821-6232
Phone: 714-861-3150
(2) McKesson Medical-Surgical Minnesota Supply, Inc.
Attn: Ben Carlsen
1564 Northeast Expressway
Atlanta, GA 30329
(3) Aetna Inc. and Affiliates
Attn: David Scott
1425 Union Meeting Rd (U23S)
Blue Bell, PA 19422
Phone: 215-775-3057
Fax: 860-607-7163
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
Proposed Counsel to the Creditors' Committee:
Rafael X. Zahralddin-Aravena, Esq.
Eric M. Sutty, Esq.
1105 N. Market Street, Suite 1700
Wilmington, DE 19801
Tel: (302) 384-9400
Email: rxza@elliottgreenleaf.com
ems@elliottgreenleaf.com
-- and --
Richard S. Kanowitz, Esq.
Cullen D. Speckhart, Esq.
Evan M. Lazerowitz, Esq.
COOLEY LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 479-6000
Email: rkanowitz@cooley.com
cspeckhart@cooley.com
elazerowitz@cooley.com
About THG Holdings LLC
THG Holdings LLC and its affiliates, including True Health
Diagnostics LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11689) on July 30,
2019.
The Debtors' business is conducted in large part through True
Health Diagnostics -- https://truehealthdiag.com -- a laboratory
provider of diagnostic and disease-management solutions based in
Frisco, Texas. It utilizes proprietary and innovative diagnostic
technology to detect disease indicators that enable early stage
diagnosis and monitoring for a variety of chronic diseases.
At the time of the filing, True Health Diagnostics had estimated
assets of between $10 million and $50 million and liabilities of
between $100 million and $500 million.
The cases have been assigned to Judge John T. Dorsey.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as
bankruptcy counsel; Perkins Coie LLP as special counsel; SSG
Capital Advisors LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims, noticing and solicitation agent.
THINK FINANCE: Unsecureds Cash Pool to be Funded With $3MM
----------------------------------------------------------
Think Finance, LLC, and its subsidiary debtors filed a disclosure
statement in connection with their first amended joint chapter 11
plan of reorganization dated August 2, 2019.
Under the amended plan, the Consumer Litigation Settlement
contemplates that a cash distribution pool in a fixed amount will
be created for distributions to holders of allowed unsecured
non-priority claims against the Debtors other than the claims of
Nationwide Consumer Borrowers. On the Effective Date, the General
Unsecured Claims Cash Pool will be funded with cash in an amount
equal to $3 million. In the unlikely event that the amount in the
General Unsecured Claims Cash Pool exceeds the allowed amount of
General Unsecured Claims, then such excess funds after pro-rata
payment of all allowed General Unsecured Claims will be transferred
to the Litigation Trust. The Committee (before the Effective Date)
and the Litigation Trustee (after the Effective Date) will have the
sole authority and power to object to and/or settle General
Unsecured Claims on behalf of the Debtors' estates. Neither the
Debtors, Reorganized Debtors nor any Released Parties shall object
to any Claims in these Chapter 11 Cases or have standing to be a
party in the Claims objection. The Term Sheet provides that as soon
as reasonably practicable after the execution of the Term Sheet,
the Committee with the assistance of the Consenting Plaintiffs
shall object to the claims of Ken Rees, John Drew, TCV, LP and TCV
Member Fund, LP and any other defendants, or potential defendants,
in current or future litigation involving the claims of Consumer
Borrowers seeking indemnification from the Debtors. The Debtors
will not oppose the objections to these claims.
The plan also adds the consumer litigation settlement timeline
events that have occurred and events that are scheduled to occur.
A copy of the Disclosure Statement dated August 2, 2019 is
available at https://tinyurl.com/y2azqzpm from Pacermonitor.com at
no charge.
About Think Finance
Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a
provider of software technology, analytics, and marketing services
to financial clients in the consumer lending industry. Think
Finance offers an end-to-end, professionally managed online lending
program. The company's customized services allow clients to
create, develop, launch and manage their loan portfolio while
effectively serving customers. For over 15 years, the company has
helped its clients originate more than 2 million loans enabling
them to put more than $4 billion in credit on the street.
Think Finance, LLC, along with six affiliates, sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23,
2017. Think Finance estimated assets of $100 million to $500
million and debt of $10 million to $50 million.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped Hunton & Williams LLP as counsel; Alvarez &
Marsal North America, LLC as financial advisor; and American Legal
Claims Services, LLC, as claims and noticing agent.
On Nov. 2, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Cole Schotz P.C. is the
Committee's bankruptcy counsel.
TRES GENERACIONES: Asks Court to Authorize Cash Use
---------------------------------------------------
Tres Generaciones Luna, Inc., asks the U. S. Bankruptcy Court for
the Northern District of Texas for approval to use cash collateral
on an interim basis to be able to pay necessary operating expenses.
The Debtor disclosed that its secured creditors: (i) Frost Bank,
(ii) the Internal Revenue Service, and (iii) Quickstone Capital
Corporation have asserted a lien on the Debtor's assets. The
Debtor is willing to provide the Secured Creditors with replacement
liens. The Debtor says the use of cash collateral is essential to
its chance for reorganization.
The Debtors asks the Court for an emergency hearing on the motion.
About Tres Generaciones Luna
Tres Generaciones Luna, Inc., is a privately held company in the
Mexican restaurant business. It filed for protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-32638) on
Aug. 5, 2019. In the petition signed by Fernando Luna, president,
the Debtor estimated assets not exceeding $50,000, and liabilities
ranging between $1 million and $10 million. The Debtor's case is
assigned to Hon. Stacey G. Jernigan. Eric A. Liepins, Esq., is
counsel to the Debtor.
TRESHA-MOB LLC: Modifies Plan to Add Cash Distribution Provision
----------------------------------------------------------------
Tresha-MOB, LLC, filed a disclosure statement for its modified
first amended plan of reorganization dated August 2, 2019.
The modified plan adds a provision with regard to the cash
distribution. The provision states:
Notwithstanding anything in the Plan or Disclosure Statement to the
contrary, the Plan Trust will not make any distribution to any
Equity Security or Interest Holder on account of their Class 6
Interest until all objections, claims, and causes of action against
any Equity Security or Interest Holder by any other Equity Security
or Interest Holder has been finally determined by court order or
otherwise disposed of by mutual agreement of the parties, including
but not limited to the following claims and causes of action (i)
causes of action asserted by Palomar, LLC and TRESHA-MOB,LLC
against Voltaire Asset Managers, II, LLC, Michael Horrell, Goriana
Alexander, First Chicago Financial LLC and Huebner Ambulatory
Surgery Center, LLC in Adversary Proceeding No. 18-05253 pending in
the United States Bankruptcy Court for the Western District of
Texas; (ii) causes of action asserted by Palomar, LLC against
Voltaire Asset Managers, II, LLC, Michael Horrell, Goriana
Alexander, First Chicago Financial LLC and Huebner Ambulatory
Surgery Center, LLC in Cause No. 2019-CI-06755 pending in the 57th
District Court in Bexar County, Texas; and (iii) causes of action
asserted by Voltaire Asset Managers II, LLC or Goriana Alexander
against Palomar, LLC, Ramiro D. Cavazos, Monica Anz-Cavazos, and JJ
Gonzalez in Cause No. 2019-CI-06755 pending in the 57th District
Court in Bexar County, Texas.
A copy of the Disclosure Statement dated August 2, 2019 is
available at https://tinyurl.com/y68xzso5 from Pacermonitor.com at
no charge.
About Tresha-Mob
Tresha-MOB, LLC, is a lessor of real estate based in Chicago,
Illinois, whose principal assets are located at 9618 Huebner Road
San Antonio, TX 78240.
Tresha-MOB filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
18-52420) on Oct. 10, 2018. In the petition signed by Michael
Horrell, Voltaire Asset Managers II, LLC, manager of Tresha-MOB
LLC, the Debtor estimated assets and liabilities of $10 million to
$50 million. Eric Terry Law, PLLC, is the Debtor's counsel.
ULTRA PETROLEUM: Posts $57.1 Million Net Income in Second Quarter
-----------------------------------------------------------------
Ultra Petroleum Corp. filed with the Securities and Exchange
Commission on Aug. 9, 2019, its quarterly report on Form 10-Q
reporting net income of $57.10 million on $155.40 million of total
operating revenues for the three months ended June 30, 2019,
compared to a net loss of $20.55 million on $190.13 million of
total operating revenues for the same period in 2018.
For the six months ended June 30, 2019, the Company reported net
income of $97.78 million on $426.86 million of total operating
revenues compared to net income of $26.93 million on $415.51
million of total operating revenues for the six months ended June
30, 2018.
As of June 30, 2019, the Company had $1.87 billion in total assets,
$2.72 billion in total liabilities, and a total shareholders'
deficit of $856.2 million.
Financial and Operating Highlights:
* Second quarter production was 62.5 billion cubic feet
equivalent, above guidance
* The Company brought 26 gross (26.0 net) operated vertical
wells online with average 24-hour initial production (IP)
rates of 6.3 Million cubic feet equivalent per day
("MMcfe/d")
* Second quarter vertical well cost averaged $3.2 million,
* The Company continues to move forward with its 2-string
wellbore design pilot program and successfully drilled and
completed 8 wells at an average cost of $2.6 million
* Total controllable cash costs, which is the summation of LOE
per Mcfe and cash general and administrative costs per Mcfe,
was $0.34 per Mcfe, at the low end of guidance
* Subsequent to quarter end, the Company decided to drop to
one operated rig and expects positive free cash flow
beginning in the third quarter of this year
* Additional financial and operating highlights can be found
in the new investor presentation posted at
www.ultrapetroleum.com.
"Production exceeded guidance for the quarter and controllable cash
costs were on the low end of guidance, driven by a significant beat
in LOE at $0.25/mcfe. These results were accomplished by a focused
and dedicated team and highlights our ability to continuously
achieve incremental improvement to our Pinedale operations," said
Ultra Petroleum's Chief Executive Officer Brad Johnson.
Capital Investment Update
In May 2019, the Company elected to decrease its operated rig count
from three to two rigs, in response to natural gas price forecast
at the time. The impact to full year production was somewhat muted
in that the Company improved the drilling time for new wells and
enjoyed a higher working interest in the wells drilled in the first
half of the year.
In the third quarter, the Company plans to reduce its operated
drilling program to a single rig. This will further reduce the
level of total capital investment in 2019 to approximately
$260—$290 million, a reduction of approximately $60 million, or
18%, from the midpoint of the Company's initial full year capital
investment guidance. With this revision, the updated production
guidance for the full year 2019 is slightly reduced to 238 to 244
Bcfe, a reduction of 4 Bcfe, or less than 2%, from the midpoint of
the Company's initial production guidance. With these changes, and
in spite of forecast strip pricing for natural gas, the Company
expects to generate free-cash flow in both the third and fourth
quarters of 2019.
"Moving to a one-rig operated drilling program is a prudent
decision in the current natural gas price environment. We will
continue to exercise capital discipline and adjust our investment
levels accordingly. Additionally, our Pinedale asset continues to
deliver large-scale production with strong operating margins
delivered from our long-lived low-decline asset," said Mr.
Johnson.
Pinedale Vertical Program
During the second quarter, the Company brought online 26 gross
(26.0 net) vertical wells in Pinedale. The average 24-hour IP rate
for new operated vertical wells brought online in the quarter was
6.3 MMcfe/d. The Company also participated in 10 gross (3.3 net)
non operated vertical wells in Pinedale.
The average cost of vertical wells drilled in the quarter was $3.2
million, which included 15 wells drilled with a 3-string design and
11 wells designed with 2-strings of casing. The Company delivered
8 successful 2-string design wells at an average cost of $2.6
million per well. Three additional 2-string design wells required
a 3-string contingency option. Overall these results reflect an
increasing success rate for the 2-string design to 73%, up from 50%
last quarter. Additionally, the successful 2-string designs
reduced cost by $0.5 million, 20% more than the $0.4 million
savings recorded last quarter. All-in average well costs in the
second quarter for the eleven wells designed for 2-strings program
was $2.9 million. The continued execution of the vertical 2-string
wellbore design pilot program is providing incremental support for
the potential economic improvement using this drilling design.
Pinedale Horizontal Update
The Company continues to evaluate its horizontal program including
data and advanced technical evaluations from Pinedale horizontal
wells drilled to date. The technical work is providing a benefit
to the understanding of the horizontal well potential and is also
demonstrating it has applications to enhance the predictability of
the Company's vertical well program.
Second Quarter Financial Results
During the second quarter of 2019, total production volumes were
62.5 Bcfe, a 0.3 Bcfe uplift from the first quarter production
volumes of 62.2 Bcfe. Production was 12% lower than the 70.9 Bcfe
recorded in the same quarter of 2018. Continued operational
efficiency allowed the Company to produce above its expected
guidance even as it reduced overall capital investment to optimize
cash flow and liquidity in the face of a challenging regional gas
pricing. Second quarter 2019 production was comprised of 59.8
billion cubic feet (Bcf) of natural gas and 449.2 thousand barrels
(MBbls) of oil and condensate. Natural gas production was 11%
lower and oil production was 33% lower than the comparable period
in 2018.
Total revenues decreased 18% to $155.4 million as compared to
$190.1 million during the second quarter of 2018 based on lower
production in the second quarter of 2019 and lower oil pricing. The
net realized price in the quarter ended June 30, 2019 was $2.45 per
Mcfe, excluding derivative settlements, and $2.51 per Mcfe,
including the effect of derivatives. Realized pricing was $2.60
per Mcfe, excluding derivative settlements, and $2.70 per Mcfe
including the settlements of derivatives. Total derivative
settlements during the second quarter of 2019 were $3.4 million
compared to $6.6 million in the same period of 2018.
During the second quarter of 2019, Ultra Petroleum's average
realized natural gas price was $2.17 per Mcf, which includes
realized gains on derivative settlements. Excluding the realized
gains from derivatives, the Company's average price for natural gas
was $2.11 per Mcf, flat as compared to the second quarter of 2018.
The Company's average realized oil and condensate price, including
derivative settlements, was $59.65 per barrel (Bbl) for the quarter
ended June 30, 2019 as compared to $58.24 per Bbl for the same
period in 2018.
Ultra reported adjusted net income of $4.1 million, or $0.02 per
diluted share for the quarter ended June 30, 2019.
Year-to-Date Financial Results
Year-to-date revenues from natural gas and oil sales, including
processing credits, increased to $426.9 million for the six months
ended June 30, 2019, as compared to $415.5 million in 2018. During
the six months ended June 30, 2019, production of natural gas and
oil was 124.7 Bcfe, which was comprised of 119.4 Bcf of natural gas
and 886 MBbl of oil.
During the six months ended June 30, 2019, Ultra's average realized
natural gas price was $2.47 per Mcf, including derivative
settlements. Excluding the derivative settlements, the Company's
average price for natural gas was $3.12 per Mcf compared to $2.39
per Mcf for the same period in 2018. The Company's average
realized oil price, not including derivative settlements, was
$57.30 per Bbl for the six months ended June 30, 2019, as compared
to $62.97 per Bbl for the same period in 2018.
For the six months ended June 30, 2019, total capital expenditures
were $176.8 million. During this period, the Company turned to
sales 53 gross (52.5 net) operated vertical wells and 1 gross (0.9
net) horizontal well. Additionally, there were 16 gross (5.3 net)
vertical wells operated by others that were turned to sales in the
Pinedale field in Wyoming.
Ultra's reported net income for the six months ended June 30, 2019,
was $97.8 million, or $0.49 per diluted share as compared with net
income of $26.9 million or $0.14 per diluted share for the same
period in 2018. Adjusted net income for the six months ended June
30, 2019, was $31.3 million, or $0.16 per diluted share, as
compared to $89.3 million and $0.45 per diluted share in 2018.
Hedging Activity
The Company continued to hedge in order to provide a degree of
certainty of cash flows and maintain compliance under its revolving
credit facility. Management has worked to balance the ability to
provide upside exposure for the Company as the increase in future
commodity prices has a meaningful impact on its cash flows given
its low operating costs. This is demonstrated by the Company
placing new derivative contracts using predominately costless
collars and deferred premium put contracts. The Company has also
continued to layer in basis swaps on a methodical and prudent
manner through the winter season 2019/2020.
2019 Guidance
The following updates are provided for the full year and third
quarter of 2019:
Capital Investments: The updated capital investment guidance of
$260 - $290 million reflects the decision to transition to a
one-rig operated drilling program in September 2019.
Production: Considering the Company's revised capital investment
guidance, the updated production guidance for the full year 2019 is
narrowed and slightly reduced to 238 to 244 Bcfe. In the third
quarter, the average daily production rate is expected to range
between 635 to 655 MMcfe/d.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/FQHPzI
About Ultra Petroleum
Headquartered in Englewood, Colorado, Ultra Petroleum Corp. --
http://www.ultrapetroleum.com-- is an independent energy company
engaged in domestic natural gas and oil exploration, development
and production. The Company is listed on NASDAQ and trades under
the ticker symbol "UPL".
As of March 31, 2019, the Company had $1.83 billion in total
assets, $2.74 billion in total liabilities, and a total
shareholders' deficit of $914 million.
* * *
As reported by the TCR on March 26, 2019, S&P Global Ratings raised
its issuer credit rating on U.S.-based oil and gas exploration and
production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD'
(selective default). "The upgrade reflects a reassessment of our
issuer credit rating on Ultra following the company's completion of
several debt exchanges, whereby holders of approximately an
aggregate $550 million of its 6.875% unsecured notes due 2022 and
$275 million of its 7.125% unsecured notes due 2025 exchanged their
debt for warrants and $572 million of new 9% cash/2%
payment-in-kind second-lien notes due 2024.
VERNON PARK: Further Modifies Treatment of Mechanic Lien Claims
---------------------------------------------------------------
Vernon Park Church of God filed a modified Fourth Amended
Disclosure Statement to modify the treatment of Unsecured
Mechanic's Lien Claims, classified in Class 3.
Class Three Creditors will receive 20% of the Allowed Amount of
their Claims. The Debtor estimates that Class Three Creditors will
receive $396,227.78. Class Three Creditors will not receive
interest on their Claims. Class Three Creditors will receive
payments of $6,603.45 per month commencing on the First Monthly
Disbursement Date and continuing on the 15th day of each month
thereafter for the next 59 months.
The previously filed plan proposed that Class Three creditors will
receive twenty percent (20%) of the allowed amount of their claims,
approximately $ 396,000.00, in 60 monthly payments of $6,603.45.
The Debtor estimates that Class 3 claims will total $1,981,038.
The previous plan estimated Class 3 claims to total $1,401,779.
Class Four Unsecured Claims are impaired. Class Four Creditors will
receive twenty percent (20%) of the Allowed Amount of their Claims.
Class Four Creditors will not receive interest on their Claims.
Class Four Creditors will receive payments of $1867.86 per month
commencing on the First Monthly Disbursement Date and continuing on
the 15th day of each month thereafter for the next 59 months.
Class One Secured Claims of Happy State Bank are impaired. Class
One will receive payments of $5162.00 per month commencing on the
First Monthly Disbursement Date and continuing on the 15th day of
each month thereafter for the next 35 months. Interest will not
accrue on the Class One Secured Claim until Class One has received
36 payments of $5162.00. Class One will receive payments in the
amount of $33,102.78 commencing on the 15th day of the 37th month
after the First Quarterly Disbursement Date and continuing on the
15th day of each month thereafter for the next 59 months. Class One
will receive interest on its Allowed Secured Claim at the rate of
five percent (5%) commencing on the 37th month after the First
Quarterly Disbursement Date.
Class Two Secured Mechanics Lien Claims are impaired. Class Two
will receive Pro-rata payment of the amount of $1,032,400.00, which
represents forty percent of the value of the Church Property, plus
interest.
Class Five Small Unsecured Claims are impaired. Class Five
Creditors will receive twenty percent (20%) of the Allowed Amount
of their Claims on the Effective Date. Class Five Creditors will
not receive interest on their Claims.
The payments to Creditors under the Plan will be funded by the
Debtor's cash on hand, the Debtor's revenues from tithes and
contributions, and the Debtor's revenues from fundraising.
A full-text copy of the Fourth Amended Disclosure Statement dated
August 5, 2019, is available at https://tinyurl.com/y3lfwk2s from
PacerMonitor.com at no charge.
About Vernon Park Church of God
Based in Lynwood, Illinois, Vernon Park Church of God --
http://www.vpcog.org/-- is a religious organization. The Church's
Sunday service is at 10:00 a.m., and Children's Church is held
during Sunday service.
Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed
by Jerald January Sr., pastor, the Debtor estimated assets and
liabilities between $1 million and $10 million. The case is
assigned to Judge Donald R. Cassling. The Debtor is represented by
Karen J Porter, Esq., at Porter Law Network.
VILLAS OF WINDMILL: DOJ Watchdog Wants Trustee, Ch. 7 Conversion
----------------------------------------------------------------
Nancy G. Gargula, the United States Trustee for Region 21, asked
the U.S. Bankruptcy Court for the Southern District of Florida to
dismiss or convert the Chapter 11 case of Villas of Windmill Point
II Property Owners Association, Inc. to one under Chapter 7, or in
the alternative, direct the appointment of a Chapter 11 trustee for
the Debtor.
According to the U.S. Trustee, the Debtor's board of directors
refused to comply with the county court orders and wanted to start
anew with the Bankruptcy Court. The U.S. Trustee then noted that
the Bankruptcy Court should not be required to re-litigate matters
which are already before another court. Hence, the U.S. Trustee
sought to dismiss or convert the case to Chapter 7 as it is not in
the best interest of the Debtor's estate and its creditors to
remain in Chapter 11.
In the alternative, the U.S. Trustee believed that the case
requires the appointment of a Chapter 11 trustee because the
Debtor's board of directors' pre-petition activity constitutes
gross mismanagement, fraud and dishonesty and possibly
incompetence.
About Villas of Windmill Point II Property
Based in Port Saint Lucie, Florida, Villas of Windmill Point II
Property Owners Association, Inc. is a non-profit corporation with
volunteers that self manages 89 separately deeded, single family
residential villa units that are attached in 4 and 5 unit clusters
within a PUD (Planned Unit Development) of 9 acres as a Deed
Restricted Community with Governing Documents that partially
include a Declaration of Covenants and Restrictions, running with
the land.
Villas of Windmill filed a Chapter 11 petition (Bankr. S.D. Fla. )
on August 2, 2019, and is represented by Brian K. McMahon, Esq., in
West Palm Beach, Florida.
At the time of filing, the Debtor estimated $1 million to $10
million in assets and $1 million to $10 million in liabilities.
The petition was signed by Tom Lesko, director.
VMW INVESTMENTS: Cash Use OK'd; Lakeland Objection Overruled
------------------------------------------------------------
The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the
Northern District of Texas authorized VMW Investments, LLC, and VMW
Bedford, LLC, to use cash collateral, on an interim basis through
Oct. 31, 2019. The Court also overruled the objection filed by
Lakeland West Capital 37, LLC, a creditor to the Debtor.
The Court ruled that during the interim period, the Debtors may
make disbursements with a permitted variance of up 20 percent with
respect to any disbursement line item, or not more than 10 percent
with respect to combined aggregate disbursements. The Debtor may
carry over and use in any subsequent week or interim period any
amounts or expenses in the budget that are unused, with respect to
the same line item. The Debtors will provide Lakeland adequate
protection payment in the amount agreed to between the parties.
A final hearing on the motion is scheduled at 9:30 a.m. on Oct. 28,
2019.
Secured creditor Lakeland West Capital 37, LLC's attorneys:
WADDELL JENEVEIN, P.C.
Richard G. Dafoe
Vincent Serafino Geary
1601 Elm Street, Suite 4100
Dallas, Texas 75201
Tel: 241-979-7427
Fax: 214-979-7402
E-mail: rdafoe@vinlaw.com
About VMW Investments
VMW Investments, LLC, and VMW Bedford, LLC are primarily engaged in
renting and leasing real estate properties. VMW affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Tex. Case Nos. 19-42644 and 19-42646) on June 30, 2019. At the
time of filing, both debtors estimated assets and liabilities of
less than $10 million. The petitions were signed by Michael E.
Waters, manager. The Hon. Mark X. Mullin is the case judge. The
Debtors are represented by Bonds Ellis Eppich Schafer Jones LLP.
WD-I ASSOCIATES: Unsecureds to Get Paid from Liquidation Proceeds
-----------------------------------------------------------------
WD-I Associates, LLC, filed a Chapter 11 plan and accompanying
Disclosure Statement proposing that General Unsecured Claimants are
impaired. The General Unsecured Claimants shall receive their pro
rata share from the remaining proceeds of the liquidation of the
Shopping Center, to the extent that excess cash is available after
payment to Class 1 and 2 claimants.
Class 1 - Bank of Arkansas are impaired. WD-I anticipates utilizing
the proceeds from the liquidation of the Shopping Center to satisfy
Bank of Arkansas' Secured Claim in full. Any remaining balance owed
to Bank of Arkansas after the liquidation of the Shopping Center
will be treated as a Class 3 unsecured claim.
Class 2 - Wheeler REIT, L.P. & Pineland Associates II, LLC are
impaired. WD-I anticipates utilizing the proceeds from the
liquidation of the Shopping Center to satisfy the Secured Claims of
Class 2 Claimants. Class 2 shall receive its share of any remaining
proceeds from the liquidation of the Shopping Center.
The Plan provides for the Debtor to market and sell in part or
whole the Parcels that comprise the Shopping Center, within a
reasonable time following the Effective Date, but no later than six
months. The Plan also provides for the assumption of certain
unexpired leases and executory contracts of the Debtor, and for the
eventual distribution of proceeds from the sale of the Shopping
Center to all existing mortgages. Parcel E is currently under
contract with Drayton-Parker Companies, LLC for a purchase price of
$1,875,000.00. The proceeds from the liquidation of the Shopping
Center will be distributed by the Debtor to its secured and
unsecured creditors, based upon their claim, in accordance with the
priority structure detailed below. In the interim, the Debtor will
continue to utilize the cash generated by the Shopping Center in
accordance with the Cash Collateral Order.
A full-text copy of the Disclosure Statement dated August 5 2019,
is available at https://tinyurl.com/y4w2gm67 from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Kevin Campbell, Esq.
Michael H. Conrady, Esq.
CAMPBELL LAW FIRM, PA
890 JOHNNIE DODDS BLVD., SUITE B
P.O. BOX 684
MT. PLEASANT, SC 29464
PHONE: (843)884-6874
-- and --
Karen M. Crowley, Esq.
CROWLEY LIBERATORE P.C.
150 BOUSH STREET, SUITE 300
NORFOLK, VA 23510
TELEPHONE: (757) 333-4500
FACSIMILE: (757) 333-4501
About WD-I Associates, LLC
WD-I Associates, LLC is a Single Asset Real Estate Debtor (as
defined in 11 U.S.C. Section 101(51B)). The company is the fee
simple owner of land and improvements known as Sea Turtle
Marketplace, which has an appraised value of $20.5 million. The
property is located at 430 William Hilton Parkway, Hilton Head
Island, S.C.
WD-I Associates sought protection for relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 19-02517) on May
7, 2019. In the petition signed by Jon Wheeler, manager of WD-I
Management, LLC, the Debtor disclosed $22,809,092 in assets and
$33,582,202 in total liabilities.
Judge John E. Waites presides over the case.
Kevin Campbell, Esq. at Campbell Law Firm, P.A. is the Debtor's
counsel.
The Office of the U.S. Trustee on June 25 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of WD-I Associates, LLC.
WILLIE J. JACKSON: Suit vs Guaranty Bank Held in Abeyance
---------------------------------------------------------
Bankruptcy Judge Selene D. Maddox issued an order holding the
adversary proceeding captioned WILLIE J. JACKSON, Plaintiff, v.
GUARANTY BANK & TRUST COMPANY Defendant, A.P. No. 19-01001-SDM
(Bankr. N.D. Miss.) in abeyance pending the resolution of Jackson's
appeal.
Jackson filed his Complaint for Injunction and Emergency Motion for
Temporary Restraining Order (in an effort to stop a foreclosure by
Guaranty Bank & Trust Company. Later, the Court entered an Agreed
Order Resolving Motion for Temporary Restraining Order giving the
Debtor until March 1, 2019 to become current on any monthly
payments owed to Guaranty. Unhappy with the resolution negotiated
by his attorney, the Debtor, pro se, filed a Motion to Reconsider.
The Court held a hearing and granted the Debtor's Motion to
Reconsider in part. Later, the Debtor, pro se, filed a Notice of
Appeal of Final Order.
A copy of the Court's Order dated March 22, 2019 is available at
https://bit.ly/2yRetpT from Leagle.com.
Willie J. Jackson, Plaintiff, represented by Jeffrey A. Levingston,
Levingston & Levingston, PA.
Guaranty Bank & Trust Company, Defendant, represented by Boyd P.
Atkinson.
Willie J. Jackson filed for chapter 11 bankruptcy protection
(Bankr. N.D. Miss. Case No. 17-12602) on July 14, 2017.
YAHWEH CENTER: SunTrust Bank Dismissed from Trustee Suit
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina issued an order dismissing the adversary proceeding
captioned RICHARD P. COOK, Plan Trustee for Yahweh Center, Inc.,
Plaintiff, v. CARLA J. ROBERTS, TONY P. ROBERTS, CHARLES A. BARTON,
GLENN R. FOX, HEATHER C. MUELLER, WILLIAM S. MUELLER, MICHAEL L.
RONCONE, HORACE L. HAWES, JOSEPH MICHAEL HUTSON, EDWARD C. ELMORE,
III, SUNTRUST BANK, BURT & ASSOCIATES, LP, CONSILIUM STAFFING, LLC,
FIRST INSURANCE FUNDING CORP., WOLF HUNTER SECURITY, WILLIS J.
ADAIR, and UNITED STATES OF AMERICA, Defendants, Adv. Pro. No.
18-00082-5-JNC (Bankr. E.D.N.C.) with respect to Suntrust Bank.
Yahweh Center, Inc. filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code on August 17, 2016. Prior to
filing, Yahweh was a North Carolina nonprofit corporation operating
a residential facility that provided temporary support for abused,
neglected, and dependent children and adolescents. Postpetition,
Yahweh immediately ceased operations and subsequently liquidated
the majority of its assets. A plan was confirmed on May 26, 2017
pursuant to which a "plan trustee" was created with all of the
attendant rights, powers, and obligations of a chapter 11 debtor in
possession.
Mr. Cook was named the Plan Trustee, and he filed a complaint to
initiate this adversary proceeding on July 20, 2017. With respect
to SunTrust, the Complaint alleges claims for avoidance of
fraudulent obligations and transfers under state and federal law;
recovery of avoided transfers under federal bankruptcy law; and
aiding and abetting breach of fiduciary duty under North Carolina
law.
SunTrust filed its motion to dismiss on Oct. 19, 2018, contending
that (1) North Carolina does not recognize a claim for aiding and
abetting breach of fiduciary duty, and, if it does, the Plan
Trustee failed to plead facts to support necessary elements of the
claim; (2) the Plan Trustee is not authorized to bring fraudulent
conveyance actions on behalf of the United States (and thus cannot
take advantage of its statutory ten-year lookback period); (3)
SunTrust provided reasonably equivalent value as a matter of law;
and (4) the Plan Trustee failed to plead necessary elements of his
fraudulent conveyance claims.
The Court holds that the Complaint provides no factual allegations
to explain why Yahweh did not receive reasonably equivalent value
for the various fees. There is no allegation that any fee was not
consistent with the contractual relationship or that any fee was
improper, unreasonable, or did not compensate SunTrust for a
service provided to Yahweh in connection with the accounts.
Further, there is no allegation as to whether a particular fee
covered a check for which there were insufficient funds (or not).
There is no copy of any account agreement. There is simply no
information other than that the fees were charged, with a
conclusory allegation that the debtor did not receive reasonably
equivalent value for the fees.
The Complaint simply includes conclusory allegations mirroring the
elements of a constructively fraudulent transfer, without
sufficient detail to state a plausible claim that the debtor did
not receive reasonably equivalent value for the bank fee
obligations. Further, the Plan Trustee failed to cite any cases
supporting his conclusion that ordinary bank fees are not supported
by reasonably equivalent value.
The Plan Trustee asserts that the payment of the various fees is
avoidable because the underlying obligation is avoidable for lack
of reasonably equivalent value. Because the Complaint fails to
allege facts that would establish the avoidability of the
obligations, the Complaint similarly fails to allege facts to
support the avoidance of the payments.
Because the Complaint fails to provide any factual support for the
constructively fraudulent transfer claims, Claims 16, 17, 19, and
20 will be dismissed as to SunTrust for failure to state a claim
upon which relief may be granted.
The Complaint also fails to allege that SunTrust has a duty to know
information that is publicly available, such as what tax liens
exist or what was included in Yahweh's Form 990s, nor is there an
allegation that it did know that information. The Complaint alleges
that SunTrust had "contact" with Mrs. Roberts through which it
should have known of the various tax liens and that Mrs. Roberts
had personal liability for the unpaid taxes, but there is no
specific allegation of any conversation that Mrs. Roberts had where
she might have disclosed the various liens. In short, the Complaint
fails to allege sufficient facts to demonstrate actual knowledge of
the alleged breaches of fiduciary duty.
The Complaint is, therefore, dismissed with respect to SunTrust for
failure to state a claim upon which relief may be granted.
A copy of the Court's Order dated March 22, 2019 is available at
https://bit.ly/2Ksnmg3 from Leagle.com.
Richard P. Cook, Plan Trustee for Yahweh Center, Inc., Plan
Trustee, Plaintiff, represented by Richard Preston Cook, Richard P.
Cook, PLLC.
Carla J. Roberts & Tony P. Roberts, Defendants, represented by
Algernon L. Butler, III, Butler & Butler, L.L.P. & Hunter E. Fritz,
Butler & Butler, LLP.
Charles A. Barton, Defendant, represented by Elizabeth C. King --
eking@cshlaw.com -- Cranfill Sumner & Hartzog LLP.
Glenn R. Fox, Defendant, represented by Andrew K. McVey, Murchison,
Taylor & Gibson, PLLC & Michael Murchison, Murchison, Taylor &
Gibson, PLLC.
Heather C. Mueller & William S. Mueller, Defendants, represented by
Grieg R. Alley, Alley, Register & McEachern.
Michael L. Roncone, Defendant, represented by Brian Andrew
Geschickter, Hogue Hill LLP.
Horace L. Hawes, Defendant, represented by Kathleen O'Malley,
Janvier Law Firm & James William Pope , Pope Aylward Sweeney &
Stephenson.
SunTrust Bank, Defendant, represented by Amy Pritchard Williams,
Troutman Sanders LLP.
Consilium Staffing, LLC, Defendant, pro se.
Wolf Hunter Security, Defendant, pro se.
Willis J. Adair, Defendant, pro se.
United States of America, Defendant, represented by Ward W. Benson,
U.S. Department of Justice & Erin F. Darden, U.S. Department of
Justice - Tax Division.
Edward C. Elmore, III & Joseph Michael Hutson, Cross-Claimants,
represented by Oliver Carter, III, Carter & Carter, P.A.
About Yahweh Center
Headquartered in Wilmington, North Carolina, Yahweh Center, Inc.,
aka Yahweh Center Children's Village filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 16-04306) on Aug.
17, 2016, listing $1.87 million in total assets and $2.40 million
in total liabilities. The petition was signed by Carla J. Roberts,
executive director.
Judge Joseph N. Callaway presides over the case.
Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as
the Debtor's bankruptcy counsel.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABBVIE INC ABBV US 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC 4AB TE 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC ABBV AV 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC 4AB GZ 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC 4AB TH 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC 4AB QT 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC ABBVUSD EU 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC ABBVEUR EU 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC 4AB GR 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC ABBV SW 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC ABBV* MM 57,142.0 (8,566.0) (1,841.0)
ABBVIE INC-BDR ABBV34 BZ 57,142.0 (8,566.0) (1,841.0)
ABSOLUTE SOFTWRE ALSWF US 93.0 (51.2) (30.8)
ABSOLUTE SOFTWRE ABT CN 93.0 (51.2) (30.8)
ABSOLUTE SOFTWRE OU1 GR 93.0 (51.2) (30.8)
ABSOLUTE SOFTWRE ABT2EUR EU 93.0 (51.2) (30.8)
AGILITI INC AGLY US 745.0 (67.7) 17.3
AIXIN LIFE INTER AIXN US 2.1 (3.2) (4.7)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIRLINE AAL TE 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE A1G SW 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE AAL1CHF EU 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE A1G GZ 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE AAL11EUR EU 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE AAL AV 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE A1G QT 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE AAL US 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE A1G GR 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE AAL* MM 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE AAL1USD EU 61,967.0 (22.0) (10,273.0)
AMERICAN AIRLINE A1G TH 61,967.0 (22.0) (10,273.0)
AMERICAN BRIVISI ABVC US 7.5 (5.5) (10.9)
AMYRIS INC AMRS US 172.8 (174.4) (111.5)
AMYRIS INC 3A01 GR 172.8 (174.4) (111.5)
AMYRIS INC 3A01 TH 172.8 (174.4) (111.5)
AMYRIS INC AMRSUSD EU 172.8 (174.4) (111.5)
AMYRIS INC 3A01 QT 172.8 (174.4) (111.5)
AMYRIS INC AMRSEUR EU 172.8 (174.4) (111.5)
ATLATSA RESOURCE ATL SJ 139.6 (285.7) (326.1)
AUTODESK INC AUD GR 4,808.5 (245.3) (798.4)
AUTODESK INC ADSK US 4,808.5 (245.3) (798.4)
AUTODESK INC AUD TH 4,808.5 (245.3) (798.4)
AUTODESK INC ADSKEUR EU 4,808.5 (245.3) (798.4)
AUTODESK INC ADSKUSD EU 4,808.5 (245.3) (798.4)
AUTODESK INC ADSK TE 4,808.5 (245.3) (798.4)
AUTODESK INC AUD GZ 4,808.5 (245.3) (798.4)
AUTODESK INC ADSK AV 4,808.5 (245.3) (798.4)
AUTODESK INC ADSK* MM 4,808.5 (245.3) (798.4)
AUTODESK INC AUD QT 4,808.5 (245.3) (798.4)
AUTOZONE INC AZ5 TH 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZ5 GR 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZOUSD EU 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZO AV 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZ5 TE 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZO* MM 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZO US 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZOEUR EU 9,773.7 (1,589.5) (345.5)
AUTOZONE INC AZ5 QT 9,773.7 (1,589.5) (345.5)
AUTOZONE INC-BDR AZOI34 BZ 9,773.7 (1,589.5) (345.5)
AVID TECHNOLOGY AVID US 282.1 (175.8) (20.2)
AVID TECHNOLOGY AVD GR 282.1 (175.8) (20.2)
AYR STRATEGIES I AYR/A CN 136.4 (286.0) (5.6)
AYR STRATEGIES I AYRSF US 136.4 (286.0) (5.6)
B RILEY - CL A BRPM US 0.40 (0.010) (0.38)
B RILEY PRINCIPA BRPM/U US 0.40 (0.010) (0.38)
BABCOCK & WILCOX BW US 772.0 (343.0) (218.5)
BENEFITFOCUS INC BNFTEUR EU 335.2 (19.1) 113.5
BENEFITFOCUS INC BNFT US 335.2 (19.1) 113.5
BENEFITFOCUS INC BTF GR 335.2 (19.1) 113.5
BEYONDSPRING INC BYSI US 7.8 (17.0) (15.9)
BIOCRYST PHARM BCRXUSD EU 116.3 (800.4) 51.3
BIOCRYST PHARM BCRX* MM 116.3 (800.4) 51.3
BJ'S WHOLESALE C BJ US 5,226.7 (148.3) (330.7)
BJ'S WHOLESALE C 8BJ GR 5,226.7 (148.3) (330.7)
BJ'S WHOLESALE C 8BJ QT 5,226.7 (148.3) (330.7)
BLUE BIRD CORP BLBD US 408.4 (61.2) 15.0
BLUELINX HOLDING BXC US 1,081.2 (12.8) 456.0
BOEING CO-BDR BOEI34 BZ 126,261.0 (4,943.0) 2,922.0
BOEING CO-CED BA AR 126,261.0 (4,943.0) 2,922.0
BOEING CO-CED BAD AR 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BA TE 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BAEUR EU 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BA EU 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BCO GR 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BOE LN 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BCO TH 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BACHF EU 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BOEI BB 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BA US 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BA SW 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BA* MM 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BAUSD SW 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BCO GZ 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BA AV 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BCO QT 126,261.0 (4,943.0) 2,922.0
BOEING CO/THE BA CI 126,261.0 (4,943.0) 2,922.0
BOMBARDIER INC-B BBDBN MM 26,688.0 (4,352.0) (57.0)
BRINKER INTL BKJ GR 1,264.1 (814.2) (284.9)
BRINKER INTL EAT US 1,264.1 (814.2) (284.9)
BRINKER INTL BKJ QT 1,264.1 (814.2) (284.9)
BRINKER INTL EAT2EUR EU 1,264.1 (814.2) (284.9)
BRP INC/CA-SUB V B15A GR 3,358.1 (364.6) (223.2)
BRP INC/CA-SUB V DOOO US 3,358.1 (364.6) (223.2)
BRP INC/CA-SUB V DOO CN 3,358.1 (364.6) (223.2)
CADIZ INC CDZI US 73.9 (81.4) 13.8
CADIZ INC 2ZC GR 73.9 (81.4) 13.8
CALITHERA BIOSCI CALAUSD EU 166.4 (244.1) 103.3
CALITHERA BIOSCI 2CB QT 166.4 (244.1) 103.3
CALITHERA BIOSCI CALA US 166.4 (244.1) 103.3
CALITHERA BIOSCI 2CB GR 166.4 (244.1) 103.3
CALITHERA BIOSCI CALAEUR EU 166.4 (244.1) 103.3
CALITHERA BIOSCI 2CB TH 166.4 (244.1) 103.3
CAMBIUM NETWORKS 089 QT 154.4 (18.7) 37.4
CAMBIUM NETWORKS CMBM US 154.4 (18.7) 37.4
CAMBIUM NETWORKS 089 GZ 154.4 (18.7) 37.4
CAMBIUM NETWORKS 089 GR 154.4 (18.7) 37.4
CAMBIUM NETWORKS CMBMEUR EU 154.4 (18.7) 37.4
CASTLE BIOSCIENC CSTL US 31.0 (2.9) 18.0
CATASYS INC CATS US 7.2 (10.7) (2.6)
CDK GLOBAL INC C2G QT 3,165.8 (475.4) 143.9
CDK GLOBAL INC CDK* MM 3,165.8 (475.4) 143.9
CDK GLOBAL INC CDKUSD EU 3,165.8 (475.4) 143.9
CDK GLOBAL INC C2G TH 3,165.8 (475.4) 143.9
CDK GLOBAL INC CDKEUR EU 3,165.8 (475.4) 143.9
CDK GLOBAL INC C2G GR 3,165.8 (475.4) 143.9
CDK GLOBAL INC CDK US 3,165.8 (475.4) 143.9
CEDAR FAIR LP FUN US 2,532.8 (100.2) 139.8
CEDAR FAIR LP 7CF GR 2,532.8 (100.2) 139.8
CEDAR FAIR LP FUN1EUR EU 2,532.8 (100.2) 139.8
CHEWY INC- CL A CHWY US 682.3 (357.9) (398.5)
CHOICE HOTELS CZH GR 1,214.3 (122.7) (44.1)
CHOICE HOTELS CHH US 1,214.3 (122.7) (44.1)
CINCINNATI BELL CBB US 2,655.7 (112.3) (111.3)
CINCINNATI BELL CIB1 GR 2,655.7 (112.3) (111.3)
CINCINNATI BELL CBBEUR EU 2,655.7 (112.3) (111.3)
CLOVIS ONCOLOGY C6O GR 686.0 (30.0) 272.6
CLOVIS ONCOLOGY CLVS US 686.0 (30.0) 272.6
CLOVIS ONCOLOGY C6O SW 686.0 (30.0) 272.6
CLOVIS ONCOLOGY CLVSUSD EU 686.0 (30.0) 272.6
CLOVIS ONCOLOGY C6O QT 686.0 (30.0) 272.6
CLOVIS ONCOLOGY C6O TH 686.0 (30.0) 272.6
CLOVIS ONCOLOGY CLVSEUR EU 686.0 (30.0) 272.6
COGENT COMMUNICA CCOI US 949.1 (176.6) 395.8
COGENT COMMUNICA OGM1 GR 949.1 (176.6) 395.8
COGENT COMMUNICA CCOIUSD EU 949.1 (176.6) 395.8
COHERUS BIOSCIEN CHRSUSD EU 240.5 (4.0) 150.4
COHERUS BIOSCIEN 8C5 QT 240.5 (4.0) 150.4
COHERUS BIOSCIEN 8C5 TH 240.5 (4.0) 150.4
COHERUS BIOSCIEN CHRSEUR EU 240.5 (4.0) 150.4
COHERUS BIOSCIEN CHRS US 240.5 (4.0) 150.4
COHERUS BIOSCIEN 8C5 GR 240.5 (4.0) 150.4
COLGATE-BDR COLG34 BZ 13,151.0 (10.0) 473.0
COLGATE-CEDEAR CL AR 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CL SW 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CL EU 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CPA TH 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CLEUR EU 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CL* MM 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CL TE 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV COLG AV 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CLUSD SW 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CPA GZ 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CL US 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CPA GR 13,151.0 (10.0) 473.0
COLGATE-PALMOLIV CPA QT 13,151.0 (10.0) 473.0
COLUMBIA CARE IN CCHW CN 161.5 (0.9) (1.9)
COLUMBIA CARE IN CCHWF US 161.5 (0.9) (1.9)
COLUMBIA CARE IN 3LP GR 161.5 (0.9) (1.9)
COLUMBIA CARE IN CCHWEUR EU 161.5 (0.9) (1.9)
CURE PHARMACEUTI CURR US 5.3 (0.2) (1.8)
CYCLERION THERAP CYCN US 9.8 (7.8) (16.5)
CYTOKINETICS INC CYTK US 198.2 (4.9) 163.0
CYTOKINETICS INC KK3A GR 198.2 (4.9) 163.0
CYTOKINETICS INC KK3A TH 198.2 (4.9) 163.0
CYTOKINETICS INC CYTKUSD EU 198.2 (4.9) 163.0
CYTOKINETICS INC CYTKEUR EU 198.2 (4.9) 163.0
CYTOKINETICS INC KK3A QT 198.2 (4.9) 163.0
DELEK LOGISTICS DKL US 769.3 (144.3) 2.3
DELEK LOGISTICS D6L GR 769.3 (144.3) 2.3
DENNY'S CORP DENN US 438.7 (142.6) (41.3)
DENNY'S CORP DENNEUR EU 438.7 (142.6) (41.3)
DENNY'S CORP DE8 GR 438.7 (142.6) (41.3)
DERMIRA DERMEUR EU 447.3 (827.8) 380.9
DERMIRA 19D GR 447.3 (827.8) 380.9
DERMIRA DERM US 447.3 (827.8) 380.9
DIEBOLD NIXDORF DBD GR 4,104.5 (304.0) 368.1
DIEBOLD NIXDORF DBD SW 4,104.5 (304.0) 368.1
DIEBOLD NIXDORF DBD US 4,104.5 (304.0) 368.1
DIEBOLD NIXDORF DBDEUR EU 4,104.5 (304.0) 368.1
DIEBOLD NIXDORF DBDUSD EU 4,104.5 (304.0) 368.1
DIEBOLD NIXDORF DLD TH 4,104.5 (304.0) 368.1
DIEBOLD NIXDORF DLD QT 4,104.5 (304.0) 368.1
DINE BRANDS GLOB DIN US 2,040.7 (215.1) 7.9
DINE BRANDS GLOB IHP GR 2,040.7 (215.1) 7.9
DOLLARAMA INC DOL CN 3,417.0 (219.0) 19.9
DOLLARAMA INC DR3 GR 3,417.0 (219.0) 19.9
DOLLARAMA INC DLMAF US 3,417.0 (219.0) 19.9
DOLLARAMA INC DOLEUR EU 3,417.0 (219.0) 19.9
DOLLARAMA INC DR3 GZ 3,417.0 (219.0) 19.9
DOLLARAMA INC DR3 TH 3,417.0 (219.0) 19.9
DOLLARAMA INC DR3 QT 3,417.0 (219.0) 19.9
DOMINO'S PIZZA EZV TH 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA DPZEUR EU 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA DPZUSD EU 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA EZV GZ 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA DPZ AV 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA DPZ* MM 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA EZV GR 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA DPZ US 1,177.2 (2,904.3) 230.5
DOMINO'S PIZZA EZV QT 1,177.2 (2,904.3) 230.5
DUNKIN' BRANDS G DNKN US 3,767.9 (656.8) 288.1
DUNKIN' BRANDS G 2DB TH 3,767.9 (656.8) 288.1
DUNKIN' BRANDS G 2DB GZ 3,767.9 (656.8) 288.1
DUNKIN' BRANDS G 2DB QT 3,767.9 (656.8) 288.1
DUNKIN' BRANDS G DNKNEUR EU 3,767.9 (656.8) 288.1
DUNKIN' BRANDS G 2DB GR 3,767.9 (656.8) 288.1
DYNATRACE INC DT US 1,811.4 (390.3) (737.7)
EMISPHERE TECH EMIS US 5.2 (155.3) (1.4)
EVERI HOLDINGS I G2C TH 1,596.3 (84.4) 6.7
EVERI HOLDINGS I G2C GR 1,596.3 (84.4) 6.7
EVERI HOLDINGS I EVRI US 1,596.3 (84.4) 6.7
EVERI HOLDINGS I EVRIEUR EU 1,596.3 (84.4) 6.7
FC GLOBAL REALTY FCRE IT 4.2 (0.6) (3.2)
FILO MINING CORP FIL SS 11.6 (9.2) (10.5)
FILO MINING CORP FIL CN 11.6 (9.2) (10.5)
FRONTDOOR IN FTDR US 1,179.0 (278.0) 52.0
FRONTDOOR IN FTDREUR EU 1,179.0 (278.0) 52.0
FRONTDOOR IN 3I5 GR 1,179.0 (278.0) 52.0
G1 THERAPEUTICS GTHXUSD EU 331.7 (269.0) 337.3
G1 THERAPEUTICS G1H TH 331.7 (269.0) 337.3
G1 THERAPEUTICS GTHX US 331.7 (269.0) 337.3
G1 THERAPEUTICS G1H GR 331.7 (269.0) 337.3
G1 THERAPEUTICS GTHXEUR EU 331.7 (269.0) 337.3
GOGO INC GOGO US 1,282.1 (363.6) 207.7
GOGO INC G0G TH 1,282.1 (363.6) 207.7
GOGO INC GOGOUSD EU 1,282.1 (363.6) 207.7
GOGO INC GOGOEUR EU 1,282.1 (363.6) 207.7
GOGO INC G0G GR 1,282.1 (363.6) 207.7
GOGO INC G0G QT 1,282.1 (363.6) 207.7
GOOSEHEAD INSU-A GSHD US 48.4 (31.9) -
GOOSEHEAD INSU-A 2OX GR 48.4 (31.9) -
GOOSEHEAD INSU-A GSHDEUR EU 48.4 (31.9) -
GOSSAMER BIO INC 4GB GR 507.2 (231.0) 472.6
GOSSAMER BIO INC GOSSEUR EU 507.2 (231.0) 472.6
GOSSAMER BIO INC 4GB GZ 507.2 (231.0) 472.6
GOSSAMER BIO INC GOSSUSD EU 507.2 (231.0) 472.6
GOSSAMER BIO INC 4GB TH 507.2 (231.0) 472.6
GOSSAMER BIO INC 4GB QT 507.2 (231.0) 472.6
GOSSAMER BIO INC GOSS US 507.2 (231.0) 472.6
GRAFTECH INTERNA EAF US 1,726.4 (709.8) 621.2
GRAFTECH INTERNA G6G TH 1,726.4 (709.8) 621.2
GRAFTECH INTERNA G6G GR 1,726.4 (709.8) 621.2
GRAFTECH INTERNA EAFEUR EU 1,726.4 (709.8) 621.2
GRAFTECH INTERNA G6G QT 1,726.4 (709.8) 621.2
GREEN PLAINS PAR GPP US 123.2 (73.9) (4.9)
GREEN PLAINS PAR 8GP GR 123.2 (73.9) (4.9)
GREENLANE HOLD-A GNLN US 93.7 (12.7) 28.0
GREENLANE HOLD-A G67 GR 93.7 (12.7) 28.0
GREENLANE HOLD-A G67 QT 93.7 (12.7) 28.0
GREENSKY INC-A GSKY US 832.7 (73.3) 288.2
HANGER INC HNGR US 780.8 (21.8) 92.3
HCA HEALTHCARE I 2BH GR 45,449.0 (1,770.0) 3,908.0
HCA HEALTHCARE I 2BH TH 45,449.0 (1,770.0) 3,908.0
HCA HEALTHCARE I HCA US 45,449.0 (1,770.0) 3,908.0
HCA HEALTHCARE I HCA* MM 45,449.0 (1,770.0) 3,908.0
HCA HEALTHCARE I 2BH TE 45,449.0 (1,770.0) 3,908.0
HCA HEALTHCARE I HCAEUR EU 45,449.0 (1,770.0) 3,908.0
HERBALIFE NUTRIT HOO GR 3,078.6 (534.2) 393.4
HERBALIFE NUTRIT HLF US 3,078.6 (534.2) 393.4
HERBALIFE NUTRIT HLFUSD EU 3,078.6 (534.2) 393.4
HERBALIFE NUTRIT HOO GZ 3,078.6 (534.2) 393.4
HERBALIFE NUTRIT HLFEUR EU 3,078.6 (534.2) 393.4
HERBALIFE NUTRIT HOO QT 3,078.6 (534.2) 393.4
HEWLETT-CEDEAR HPQ AR 31,946.0 (1,487.0) (4,918.0)
HILTON WORLDWIDE HLTEUR EU 15,140.0 (23.0) (565.0)
HILTON WORLDWIDE HLT* MM 15,140.0 (23.0) (565.0)
HILTON WORLDWIDE HLT US 15,140.0 (23.0) (565.0)
HILTON WORLDWIDE HI91 TE 15,140.0 (23.0) (565.0)
HILTON WORLDWIDE HI91 TH 15,140.0 (23.0) (565.0)
HILTON WORLDWIDE HI91 GR 15,140.0 (23.0) (565.0)
HILTON WORLDWIDE HLTUSD EU 15,140.0 (23.0) (565.0)
HOME DEPOT - BDR HOME34 BZ 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HD TE 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HDI TH 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HDI GR 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HD US 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HD* MM 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HDUSD SW 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HDI GZ 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HD AV 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HDEUR EU 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HDI QT 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HDUSD EU 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HD SW 51,515.0 (2,143.0) 880.0
HOME DEPOT INC HD CI 51,515.0 (2,143.0) 880.0
HOME DEPOT-CED HDD AR 51,515.0 (2,143.0) 880.0
HOME DEPOT-CED HDC AR 51,515.0 (2,143.0) 880.0
HOME DEPOT-CED HD AR 51,515.0 (2,143.0) 880.0
HP COMPANY-BDR HPQB34 BZ 31,946.0 (1,487.0) (4,918.0)
HP INC 7HP TH 31,946.0 (1,487.0) (4,918.0)
HP INC 7HP GR 31,946.0 (1,487.0) (4,918.0)
HP INC HPQ US 31,946.0 (1,487.0) (4,918.0)
HP INC HPQ TE 31,946.0 (1,487.0) (4,918.0)
HP INC HPQ* MM 31,946.0 (1,487.0) (4,918.0)
HP INC HPQUSD SW 31,946.0 (1,487.0) (4,918.0)
HP INC HPQEUR EU 31,946.0 (1,487.0) (4,918.0)
HP INC 7HP GZ 31,946.0 (1,487.0) (4,918.0)
HP INC HPQ AV 31,946.0 (1,487.0) (4,918.0)
HP INC HWP QT 31,946.0 (1,487.0) (4,918.0)
HP INC HPQCHF EU 31,946.0 (1,487.0) (4,918.0)
HP INC HPQUSD EU 31,946.0 (1,487.0) (4,918.0)
HP INC HPQ SW 31,946.0 (1,487.0) (4,918.0)
HP INC HPQ CI 31,946.0 (1,487.0) (4,918.0)
IAA INC IAA US 1,975.4 (240.7) 187.9
IAA INC 3NI GR 1,975.4 (240.7) 187.9
IAA INC IAA-WEUR EU 1,975.4 (240.7) 187.9
IHEARTMEDIA-CL A IHRT US 14,286.0 (11,566.1) 650.5
IMMUNOGEN INC IMGN* MM 287.7 (68.2) 184.8
INSEEGO CORP INO TH 164.7 (37.3) (117.3)
INSEEGO CORP INO QT 164.7 (37.3) (117.3)
INSEEGO CORP INSGUSD EU 164.7 (37.3) (117.3)
INSEEGO CORP INSG US 164.7 (37.3) (117.3)
INSEEGO CORP INO GR 164.7 (37.3) (117.3)
INSEEGO CORP INSGEUR EU 164.7 (37.3) (117.3)
INSEEGO CORP INO GZ 164.7 (37.3) (117.3)
INSPIRED ENTERTA INSE US 187.7 (13.2) 14.3
IRONWOOD PHARMAC IRWD US 315.7 (219.4) 110.1
IRONWOOD PHARMAC I76 GR 315.7 (219.4) 110.1
IRONWOOD PHARMAC I76 TH 315.7 (219.4) 110.1
IRONWOOD PHARMAC IRWDUSD EU 315.7 (219.4) 110.1
IRONWOOD PHARMAC I76 QT 315.7 (219.4) 110.1
IRONWOOD PHARMAC IRWDEUR EU 315.7 (219.4) 110.1
ISRAMCO INC IRM GR 110.9 (3.7) (8.7)
ISRAMCO INC ISRL US 110.9 (3.7) (8.7)
ISRAMCO INC ISRLEUR EU 110.9 (3.7) (8.7)
JACK IN THE BOX JBX GR 831.3 (580.6) (112.9)
JACK IN THE BOX JACK US 831.3 (580.6) (112.9)
JACK IN THE BOX JBX GZ 831.3 (580.6) (112.9)
JACK IN THE BOX JBX QT 831.3 (580.6) (112.9)
JACK IN THE BOX JACK1EUR EU 831.3 (580.6) (112.9)
KONTOOR BRAND KTB US 1,588.2 82.2 548.0
KONTOOR BRAND 3KO TH 1,588.2 82.2 548.0
KONTOOR BRAND 3KO GR 1,588.2 82.2 548.0
KONTOOR BRAND KTBEUR EU 1,588.2 82.2 548.0
KONTOOR BRAND KTBUSD EU 1,588.2 82.2 548.0
KONTOOR BRAND 3KO QT 1,588.2 82.2 548.0
KONTOOR BRAND 3KO GZ 1,588.2 82.2 548.0
KONTOOR BRAND 0A1X LI 1,588.2 82.2 548.0
L BRANDS INC LTD GR 10,998.0 (898.0) 750.0
L BRANDS INC LTD TH 10,998.0 (898.0) 750.0
L BRANDS INC LB US 10,998.0 (898.0) 750.0
L BRANDS INC LBUSD EU 10,998.0 (898.0) 750.0
L BRANDS INC LBRA AV 10,998.0 (898.0) 750.0
L BRANDS INC LBEUR EU 10,998.0 (898.0) 750.0
L BRANDS INC LB* MM 10,998.0 (898.0) 750.0
L BRANDS INC LTD QT 10,998.0 (898.0) 750.0
L BRANDS INC-BDR LBRN34 BZ 10,998.0 (898.0) 750.0
LA JOLLA PHARM LJPC US 169.9 (12.6) 110.4
LA JOLLA PHARM LJPP GR 169.9 (12.6) 110.4
LAMB WESTON LW-WUSD EU 3,048.1 (4.6) 408.7
LAMB WESTON 0L5 GR 3,048.1 (4.6) 408.7
LAMB WESTON LW-WEUR EU 3,048.1 (4.6) 408.7
LAMB WESTON 0L5 TH 3,048.1 (4.6) 408.7
LAMB WESTON 0L5 QT 3,048.1 (4.6) 408.7
LAMB WESTON LW* MM 3,048.1 (4.6) 408.7
LAMB WESTON LW US 3,048.1 (4.6) 408.7
LANDCADIA HOLD-A LCA US 0.23 (0.02) (0.25)
LANDCADIA HOLDIN LCAHU US 0.23 (0.02) (0.25)
LENNOX INTL INC LXI GR 2,340.4 (217.5) 368.9
LENNOX INTL INC LII US 2,340.4 (217.5) 368.9
LENNOX INTL INC LXI TH 2,340.4 (217.5) 368.9
LENNOX INTL INC LII1USD EU 2,340.4 (217.5) 368.9
LENNOX INTL INC LII* MM 2,340.4 (217.5) 368.9
LENNOX INTL INC LII1EUR EU 2,340.4 (217.5) 368.9
MARTIN MIDSTREAM MMLP US 700.5 (37.1) 88.5
MARTIN MIDSTREAM MMLPUSD EU 700.5 (37.1) 88.5
MARTIN MIDSTREAM MPB GR 700.5 (37.1) 88.5
MARTIN MIDSTREAM MPB TH 700.5 (37.1) 88.5
MCDONALDS - BDR MCDC34 BZ 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCD TE 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCD SW 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCD US 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MDO GR 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCD* MM 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCDUSD SW 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCDEUR EU 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MDO GZ 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCD AV 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MDO TH 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MDO QT 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCDCHF EU 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCDUSD EU 46,199.8 (6,808.8) 675.4
MCDONALDS CORP MCD CI 46,199.8 (6,808.8) 675.4
MCDONALDS-CEDEAR MCDC AR 46,199.8 (6,808.8) 675.4
MCDONALDS-CEDEAR MCDD AR 46,199.8 (6,808.8) 675.4
MCDONALDS-CEDEAR MCD AR 46,199.8 (6,808.8) 675.4
MICHAELS COS INC MIK US 3,679.3 (1,587.4) 307.9
MICHAELS COS INC MIM GR 3,679.3 (1,587.4) 307.9
MONEYGRAM INTERN MGI US 4,383.6 (236.7) (129.5)
MONEYGRAM INTERN MGIUSD EU 4,383.6 (236.7) (129.5)
MOTOROLA SOL-CED MSI AR 9,974.0 (954.0) 955.0
MOTOROLA SOLUTIO MTLA GR 9,974.0 (954.0) 955.0
MOTOROLA SOLUTIO MTLA TH 9,974.0 (954.0) 955.0
MOTOROLA SOLUTIO MOT TE 9,974.0 (954.0) 955.0
MOTOROLA SOLUTIO MSI US 9,974.0 (954.0) 955.0
MOTOROLA SOLUTIO MSI1EUR EU 9,974.0 (954.0) 955.0
MOTOROLA SOLUTIO MTLA GZ 9,974.0 (954.0) 955.0
MOTOROLA SOLUTIO MTLA QT 9,974.0 (954.0) 955.0
MSCI INC 3HM GR 3,425.1 (231.8) 556.1
MSCI INC MSCI US 3,425.1 (231.8) 556.1
MSCI INC MSCIUSD EU 3,425.1 (231.8) 556.1
MSCI INC 3HM QT 3,425.1 (231.8) 556.1
MSCI INC MSCI* MM 3,425.1 (231.8) 556.1
MSG NETWORKS- A MSGN US 844.6 (503.3) 205.5
MSG NETWORKS- A 1M4 GR 844.6 (503.3) 205.5
MSG NETWORKS- A MSGNUSD EU 844.6 (503.3) 205.5
MSG NETWORKS- A 1M4 QT 844.6 (503.3) 205.5
MSG NETWORKS- A MSGNEUR EU 844.6 (503.3) 205.5
MSG NETWORKS- A 1M4 TH 844.6 (503.3) 205.5
N/A BJEUR EU 5,226.7 (148.3) (330.7)
NATHANS FAMOUS NATH US 94.3 (70.1) 72.2
NATHANS FAMOUS NFA GR 94.3 (70.1) 72.2
NATHANS FAMOUS NATHEUR EU 94.3 (70.1) 72.2
NATIONAL CINEMED XWM GR 1,104.0 (110.5) 99.8
NATIONAL CINEMED NCMI US 1,104.0 (110.5) 99.8
NATIONAL CINEMED NCMIEUR EU 1,104.0 (110.5) 99.8
NAVISTAR INTL IHR TH 7,066.0 (3,852.0) 1,393.0
NAVISTAR INTL NAV US 7,066.0 (3,852.0) 1,393.0
NAVISTAR INTL IHR GR 7,066.0 (3,852.0) 1,393.0
NAVISTAR INTL NAVEUR EU 7,066.0 (3,852.0) 1,393.0
NAVISTAR INTL NAVUSD EU 7,066.0 (3,852.0) 1,393.0
NAVISTAR INTL IHR QT 7,066.0 (3,852.0) 1,393.0
NAVISTAR INTL IHR GZ 7,066.0 (3,852.0) 1,393.0
NEW ENG RLTY-LP NEN US 243.2 (38.2) -
NOTOX TECHNOLOGI NTOX US 0.7 (1.5) (2.0)
NRC GROUP HOLDIN NRCG US 421.3 (42.4) 23.1
NRG ENERGY NRG US 9,171.0 (1,629.0) 751.0
NRG ENERGY NRA TH 9,171.0 (1,629.0) 751.0
NRG ENERGY NRA GR 9,171.0 (1,629.0) 751.0
NRG ENERGY NRA QT 9,171.0 (1,629.0) 751.0
NRG ENERGY NRGEUR EU 9,171.0 (1,629.0) 751.0
OMEROS CORP OMER US 89.8 (130.3) 25.3
OMEROS CORP 3O8 GR 89.8 (130.3) 25.3
OMEROS CORP OMERUSD EU 89.8 (130.3) 25.3
OMEROS CORP OMEREUR EU 89.8 (130.3) 25.3
OMEROS CORP 3O8 TH 89.8 (130.3) 25.3
ONDAS HOLDINGS I ONDS US 2.8 (20.7) (17.2)
OPTIVA INC OPT CN 123.6 (21.4) 26.2
PAPA JOHN'S INTL PP1 GR 726.6 (60.6) (17.4)
PAPA JOHN'S INTL PZZA US 726.6 (60.6) (17.4)
PAPA JOHN'S INTL PZZAEUR EU 726.6 (60.6) (17.4)
PAPA JOHN'S INTL PP1 GZ 726.6 (60.6) (17.4)
PARATEK PHARMACE PRTK US 276.6 (13.7) 246.6
PERSONALIS INC PSNL US 57.7 (20.3) (15.3)
PERSONALIS INC 04X GR 57.7 (20.3) (15.3)
PERSONALIS INC 04X TH 57.7 (20.3) (15.3)
PERSONALIS INC PSNLEUR EU 57.7 (20.3) (15.3)
PHILIP MORRI-BDR PHMO34 BZ 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PM1 TE 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN 4I1 TH 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PM1EUR EU 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PMI SW 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PM US 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PM1 EU 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN 4I1 GR 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PM1CHF EU 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PMOR AV 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN 4I1 GZ 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PMIZ EB 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PMIZ IX 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN PM* MM 39,923.0 (9,409.0) (883.0)
PHILIP MORRIS IN 4I1 QT 39,923.0 (9,409.0) (883.0)
PLANET FITNESS-A PLNT1USD EU 1,523.5 (314.4) 298.7
PLANET FITNESS-A PLNT1EUR EU 1,523.5 (314.4) 298.7
PLANET FITNESS-A 3PL QT 1,523.5 (314.4) 298.7
PLANET FITNESS-A PLNT US 1,523.5 (314.4) 298.7
PLANET FITNESS-A 3PL TH 1,523.5 (314.4) 298.7
PLANET FITNESS-A 3PL GR 1,523.5 (314.4) 298.7
POSTMEDIA NETWOR PNC/A CN 299.8 (149.0) 23.0
POSTMEDIA NETWOR PNC/B CN 299.8 (149.0) 23.0
PRIORITY TECHNOL PRTH US 472.1 (85.1) 11.7
PROMETIC LIFE PJ2N TH 140.6 (84.1) (2.1)
PROMETIC LIFE PLI CN 140.6 (84.1) (2.1)
PROMETIC LIFE PJ2N GR 140.6 (84.1) (2.1)
PROMETIC LIFE PFSCD US 140.6 (84.1) (2.1)
PROMETIC LIFE PLI1EUR EU 140.6 (84.1) (2.1)
PURPLE INNOVATIO PRPL US 84.4 (2.7) 13.4
QUANTUM CORP QNT2 GR 172.1 (202.5) (27.1)
QUANTUM CORP QMCO US 172.1 (202.5) (27.1)
QUANTUM CORP QTM1EUR EU 172.1 (202.5) (27.1)
RADIUS HEALTH IN RDUS US 244.3 (0.1) 175.1
RADIUS HEALTH IN RDUSUSD EU 244.3 (0.1) 175.1
RADIUS HEALTH IN 1R8 TH 244.3 (0.1) 175.1
RADIUS HEALTH IN 1R8 QT 244.3 (0.1) 175.1
RADIUS HEALTH IN RDUSEUR EU 244.3 (0.1) 175.1
RADIUS HEALTH IN 1R8 GR 244.3 (0.1) 175.1
REATA PHARMACE-A RETAEUR EU 331.3 (4.6) 256.3
REATA PHARMACE-A RETA US 331.3 (4.6) 256.3
REATA PHARMACE-A 2R3 GR 331.3 (4.6) 256.3
RECRO PHARMA INC REPH US 161.8 (18.7) 65.0
RECRO PHARMA INC RAH GR 161.8 (18.7) 65.0
REVLON INC-A RVL1 GR 3,041.7 (1,132.2) 9.3
REVLON INC-A REV US 3,041.7 (1,132.2) 9.3
REVLON INC-A REVUSD EU 3,041.7 (1,132.2) 9.3
REVLON INC-A RVL1 TH 3,041.7 (1,132.2) 9.3
REVLON INC-A REVEUR EU 3,041.7 (1,132.2) 9.3
RH RH US 2,545.8 (247.4) (189.5)
RH RHEUR EU 2,545.8 (247.4) (189.5)
RH RH* MM 2,545.8 (247.4) (189.5)
RH RS1 GR 2,545.8 (247.4) (189.5)
RIMINI STREET IN RMNI US 124.2 (135.8) (110.6)
ROSETTA STONE IN RST US 181.5 (9.4) (71.2)
ROSETTA STONE IN RS8 GR 181.5 (9.4) (71.2)
ROSETTA STONE IN RST1EUR EU 181.5 (9.4) (71.2)
SALLY BEAUTY HOL SBH US 2,072.3 (70.5) 719.4
SALLY BEAUTY HOL SBHEUR EU 2,072.3 (70.5) 719.4
SALLY BEAUTY HOL S7V GR 2,072.3 (70.5) 719.4
SBA COMM CORP SBACUSD EU 9,269.4 (3,339.3) (1,112.4)
SBA COMM CORP 4SB GR 9,269.4 (3,339.3) (1,112.4)
SBA COMM CORP SBAC US 9,269.4 (3,339.3) (1,112.4)
SBA COMM CORP 4SB GZ 9,269.4 (3,339.3) (1,112.4)
SBA COMM CORP SBAC* MM 9,269.4 (3,339.3) (1,112.4)
SBA COMM CORP SBACEUR EU 9,269.4 (3,339.3) (1,112.4)
SBA COMM CORP SBJ TH 9,269.4 (3,339.3) (1,112.4)
SCIENTIFIC GAMES TJW GZ 7,932.0 (2,118.0) 852.0
SCIENTIFIC GAMES SGMS US 7,932.0 (2,118.0) 852.0
SCIENTIFIC GAMES TJW GR 7,932.0 (2,118.0) 852.0
SCIENTIFIC GAMES TJW TH 7,932.0 (2,118.0) 852.0
SEALED AIR CORP SEE US 5,216.5 (341.2) (10.8)
SEALED AIR CORP SDA GR 5,216.5 (341.2) (10.8)
SEALED AIR CORP SEE1EUR EU 5,216.5 (341.2) (10.8)
SEALED AIR CORP SDA TH 5,216.5 (341.2) (10.8)
SEALED AIR CORP SDA QT 5,216.5 (341.2) (10.8)
SHELL MIDSTREAM SHLXUSD EU 2,004.0 (767.0) 279.0
SHELL MIDSTREAM 49M GR 2,004.0 (767.0) 279.0
SHELL MIDSTREAM 49M TH 2,004.0 (767.0) 279.0
SHELL MIDSTREAM SHLX US 2,004.0 (767.0) 279.0
SINO UNITED WORL SUIC US 0.06 (0.08) (0.08)
SIRIUS XM HO-BDR SRXM34 BZ 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN SIRI US 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN RDO TH 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN RDO GR 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN SIRIUSD EU 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN SIRI TE 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN SIRIEUR EU 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN RDO GZ 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN SIRI AV 11,316.0 (489.0) (2,182.0)
SIRIUS XM HOLDIN RDO QT 11,316.0 (489.0) (2,182.0)
SIX FLAGS ENTERT 6FE GR 2,938.1 (204.4) (66.6)
SIX FLAGS ENTERT SIXEUR EU 2,938.1 (204.4) (66.6)
SIX FLAGS ENTERT SIXUSD EU 2,938.1 (204.4) (66.6)
SIX FLAGS ENTERT SIX US 2,938.1 (204.4) (66.6)
SLEEP NUMBER COR SNBR US 795.9 (157.3) (433.9)
SLEEP NUMBER COR SL2 GR 795.9 (157.3) (433.9)
SLEEP NUMBER COR SNBREUR EU 795.9 (157.3) (433.9)
STARBUCKS CORP SRB TH 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUX* MM 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SRB GR 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUX TE 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUXEUR EU 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUX IM 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUXUSD SW 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUXUSD EU 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SRB GZ 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUX AV 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUX US 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SRB QT 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUXCHF EU 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUX SW 20,894.4 (4,319.0) 1,839.0
STARBUCKS CORP SBUX CI 20,894.4 (4,319.0) 1,839.0
STARBUCKS-BDR SBUB34 BZ 20,894.4 (4,319.0) 1,839.0
STARBUCKS-CEDEAR SBUX AR 20,894.4 (4,319.0) 1,839.0
STEALTH BIOTHERA S1BA GR 15.5 (175.3) (27.3)
STEALTH BIOTHERA MITO US 15.5 (175.3) (27.3)
SUNPOWER CORP S9P2 TH 1,938.9 (96.6) 240.6
SUNPOWER CORP SPWR US 1,938.9 (96.6) 240.6
SUNPOWER CORP S9P2 GR 1,938.9 (96.6) 240.6
SUNPOWER CORP SPWREUR EU 1,938.9 (96.6) 240.6
SUNPOWER CORP SPWRUSD EU 1,938.9 (96.6) 240.6
SUNPOWER CORP S9P2 GZ 1,938.9 (96.6) 240.6
SUNPOWER CORP S9P2 QT 1,938.9 (96.6) 240.6
TAILORED BRANDS TLRDEUR EU 2,765.5 (4.0) 291.4
TAILORED BRANDS WRM TH 2,765.5 (4.0) 291.4
TAILORED BRANDS TLRDUSD EU 2,765.5 (4.0) 291.4
TAILORED BRANDS TLRD US 2,765.5 (4.0) 291.4
TAILORED BRANDS WRM GR 2,765.5 (4.0) 291.4
TAILORED BRANDS TLRD* MM 2,765.5 (4.0) 291.4
TAUBMAN CENTERS TU8 GR 4,485.1 (324.0) -
TAUBMAN CENTERS TCO US 4,485.1 (324.0) -
TG THERAPEUTICS TGTX US 106.6 (599.7) 44.1
TG THERAPEUTICS NKB2 TH 106.6 (599.7) 44.1
TG THERAPEUTICS NKB2 GR 106.6 (599.7) 44.1
TRANSDIGM GROUP TDG US 17,702.6 (1,310.6) 4,030.6
TRANSDIGM GROUP T7D GR 17,702.6 (1,310.6) 4,030.6
TRANSDIGM GROUP TDG* MM 17,702.6 (1,310.6) 4,030.6
TRANSDIGM GROUP T7D TH 17,702.6 (1,310.6) 4,030.6
TRANSDIGM GROUP TDGUSD EU 17,702.6 (1,310.6) 4,030.6
TRANSDIGM GROUP T7D QT 17,702.6 (1,310.6) 4,030.6
TRANSDIGM GROUP TDGEUR EU 17,702.6 (1,310.6) 4,030.6
TRIUMPH GROUP TG7 GR 2,823.3 (557.9) 208.3
TRIUMPH GROUP TGI US 2,823.3 (557.9) 208.3
TRIUMPH GROUP TGIEUR EU 2,823.3 (557.9) 208.3
TUPPERWARE BRAND TUP US 1,428.5 (163.1) (110.8)
TUPPERWARE BRAND TUP GR 1,428.5 (163.1) (110.8)
TUPPERWARE BRAND TUP TH 1,428.5 (163.1) (110.8)
TUPPERWARE BRAND TUP1EUR EU 1,428.5 (163.1) (110.8)
TUPPERWARE BRAND TUP1USD EU 1,428.5 (163.1) (110.8)
TUPPERWARE BRAND TUP GZ 1,428.5 (163.1) (110.8)
TUPPERWARE BRAND TUP QT 1,428.5 (163.1) (110.8)
UNISYS CORP UIS EU 2,507.8 (1,213.7) 334.1
UNISYS CORP UIS1 SW 2,507.8 (1,213.7) 334.1
UNISYS CORP UIS US 2,507.8 (1,213.7) 334.1
UNISYS CORP UISEUR EU 2,507.8 (1,213.7) 334.1
UNISYS CORP UISCHF EU 2,507.8 (1,213.7) 334.1
UNISYS CORP USY1 TH 2,507.8 (1,213.7) 334.1
UNISYS CORP USY1 GR 2,507.8 (1,213.7) 334.1
UNISYS CORP USY1 GZ 2,507.8 (1,213.7) 334.1
UNISYS CORP USY1 QT 2,507.8 (1,213.7) 334.1
UNITI GROUP INC CSALUSD EU 4,790.4 (1,401.8) -
UNITI GROUP INC 8XC TH 4,790.4 (1,401.8) -
UNITI GROUP INC UNIT US 4,790.4 (1,401.8) -
UNITI GROUP INC 8XC GR 4,790.4 (1,401.8) -
VALVOLINE INC VVVUSD EU 2,000.0 (252.0) 389.0
VALVOLINE INC 0V4 TH 2,000.0 (252.0) 389.0
VALVOLINE INC VVVEUR EU 2,000.0 (252.0) 389.0
VALVOLINE INC 0V4 GR 2,000.0 (252.0) 389.0
VALVOLINE INC 0V4 QT 2,000.0 (252.0) 389.0
VALVOLINE INC VVV US 2,000.0 (252.0) 389.0
VANTAGE DRILL-UT VTGGF US 1,107.9 (112.5) 228.5
VECTOR GROUP LTD VGR GR 1,455.2 (606.7) 80.4
VECTOR GROUP LTD VGR US 1,455.2 (606.7) 80.4
VECTOR GROUP LTD VGREUR EU 1,455.2 (606.7) 80.4
VECTOR GROUP LTD VGRUSD EU 1,455.2 (606.7) 80.4
VECTOR GROUP LTD VGR TH 1,455.2 (606.7) 80.4
VECTOR GROUP LTD VGR QT 1,455.2 (606.7) 80.4
VERISIGN INC VRS GR 1,889.9 (1,425.2) 360.7
VERISIGN INC VRSN US 1,889.9 (1,425.2) 360.7
VERISIGN INC VRS SW 1,889.9 (1,425.2) 360.7
VERISIGN INC VRSN* MM 1,889.9 (1,425.2) 360.7
VERISIGN INC VRSNEUR EU 1,889.9 (1,425.2) 360.7
VERISIGN INC VRS GZ 1,889.9 (1,425.2) 360.7
VERISIGN INC VRS TH 1,889.9 (1,425.2) 360.7
VERISIGN INC VRS QT 1,889.9 (1,425.2) 360.7
VERISIGN INC-BDR VRSN34 BZ 1,889.9 (1,425.2) 360.7
W&T OFFSHORE INC WTI US 867.8 (335.0) 43.5
W&T OFFSHORE INC UWV GR 867.8 (335.0) 43.5
W&T OFFSHORE INC WTI1EUR EU 867.8 (335.0) 43.5
W&T OFFSHORE INC WTI1USD EU 867.8 (335.0) 43.5
W&T OFFSHORE INC UWV TH 867.8 (335.0) 43.5
WAYFAIR INC- A W US 2,182.1 (605.4) (276.6)
WAYFAIR INC- A 1WF QT 2,182.1 (605.4) (276.6)
WAYFAIR INC- A 1WF GR 2,182.1 (605.4) (276.6)
WAYFAIR INC- A WEUR EU 2,182.1 (605.4) (276.6)
WEIGHT WATCHERS WW US 1,476.3 (766.4) (66.1)
WEIGHT WATCHERS WW6 GR 1,476.3 (766.4) (66.1)
WEIGHT WATCHERS WTWUSD EU 1,476.3 (766.4) (66.1)
WEIGHT WATCHERS WW6 GZ 1,476.3 (766.4) (66.1)
WEIGHT WATCHERS WTW AV 1,476.3 (766.4) (66.1)
WEIGHT WATCHERS WTWEUR EU 1,476.3 (766.4) (66.1)
WEIGHT WATCHERS WW6 QT 1,476.3 (766.4) (66.1)
WEIGHT WATCHERS WW6 TH 1,476.3 (766.4) (66.1)
WIDEOPENWEST INC WOW US 2,458.9 (280.8) (108.7)
WIDEOPENWEST INC WU5 GR 2,458.9 (280.8) (108.7)
WIDEOPENWEST INC WU5 QT 2,458.9 (280.8) (108.7)
WIDEOPENWEST INC WOW1EUR EU 2,458.9 (280.8) (108.7)
WINGSTOP INC WING1EUR EU 150.0 (216.4) 9.6
WINGSTOP INC WING US 150.0 (216.4) 9.6
WINGSTOP INC EWG GR 150.0 (216.4) 9.6
WINMARK CORP WINA US 46.2 (13.8) 9.1
WINMARK CORP GBZ GR 46.2 (13.8) 9.1
WORKHORSE GROUP WKHSUSD EU 13.1 (18.0) (14.9)
WORKHORSE GROUP WKHS US 13.1 (18.0) (14.9)
WORKHORSE GROUP WKHSEUR EU 13.1 (18.0) (14.9)
WORKHORSE GROUP 1WO GZ 13.1 (18.0) (14.9)
WORKHORSE GROUP 1WO GR 13.1 (18.0) (14.9)
WYNDHAM DESTINAT WD5 GR 7,466.0 (560.0) 335.0
WYNDHAM DESTINAT WYND US 7,466.0 (560.0) 335.0
WYNDHAM DESTINAT WD5 TH 7,466.0 (560.0) 335.0
WYNDHAM DESTINAT WD5 QT 7,466.0 (560.0) 335.0
WYNDHAM DESTINAT WYNEUR EU 7,466.0 (560.0) 335.0
YELLOW PAGES LTD Y CN 418.5 (106.1) 82.7
YELLOW PAGES LTD YLWDF US 418.5 (106.1) 82.7
YUM! BRANDS -BDR YUMR34 BZ 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC TGR TH 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC TGR GR 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC YUM* MM 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC YUM US 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC YUMUSD SW 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC YUMUSD EU 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC TGR GZ 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC YUM AV 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC TGR TE 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC YUMEUR EU 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC TGR QT 4,674.0 (7,994.0) (64.0)
YUM! BRANDS INC YUM SW 4,674.0 (7,994.0) (64.0)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***